HomeMy WebLinkAbout27771 / 75-08r �
AUC 21 1975
# 8
UNANIMOUSLY APPRQVED BY PLAN COMMTSSION 5-0
RESOLUTTON
BE IT RESOLVED by the Common Council of the City of Oshkosh
that the proper City officials are h�reby authorized and d�.rected
�� �n�er into an appro�riate NSining L�a�2 wiich �up�rior �il
Company covering mineral interest owned by the City of Oshkosh
in Gogebic County, Michigan.
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SU�IhZTT�� BY �_,.� --
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MINING LEASE
��777 l
THIS AGREEMENT, made as of this 1st day of July, 1975, by
and between City of Oshkosh, a municipa7 corporation of the State of
Wisconsin o� 215 Church Avenue, Oshkosh, Wiscorisin, 54901, hereinafte'r
called "Lessor", and THE SUPERIOR OIL COMPANY, a Nevada corporation,
licensed and qualified to do business in the State of Michigan, with offices
at , in the City of Houston, State of Texas, ,
hereinafter cal7ed "Lessee".
WITNESSETH:
Lessor is the ourner of certain rights in the lands described in
Exhibit A, attached hereto, and certain rights appurtenant ther.eto. Such
rights and appurtenances are hereinafter co7lective7y ca7led the "Premises".
This agreement wi17 set forth a71 of the terms and conditions under
which Lessor grants to Lessee a mining lease of the Premises, for the purposes,
and for the terms, hereinafter provided.
IN CONSIDERATION of the covenants and agreements hereinafter
set forth, the above parties agree as follows:
SECTION 7.. GRANT
Lessor hereby 7eases and demises the Premises urrto Lessee, its
successors and assigns, for the purposes and for the term hereinafter provided,
any and a77 Ores (hereinafter defined in Section 3 of this 7ease} in, upon
and under the Premises, and a77 interest of Lessor in a17 easements, licenses
and rights of �ray heretofore reserved or granLed to Lessor in, upon or per-
taining to the Prem�ises, and necessary to the remo.val of such ore pursuant to
good mining practices.
SECTION 2. PURPOSES
The purposes of this lease are to grant to Lessee, its successors
and assigns, ihe exclusive right to enter into and upon the Premises, and each
and every part thereof, so 7ong as this 7ease remains in effect, and to explore
for, develop, mine, remove, leach in place, treat, produce, ship and sell, for
its oaan account, all Ores tvhich are or may be found tnereon.
svM1a.�Nts "4 aw�e.+SdkX!.3AfT+MSS#MW`.C.4!-�Rta:'iYi+ti?.#.��.�''�i?6. �"'4.:.3f�2k*RW�K'B�:�JSO'.+�
� � Lessec is hereby �rantecl,� so fax a� Le�sor' ^�.nte7-c �t ��e�•�;�� �.�,
�}�� ri�ni; �o make an�• �_�se nr us�s e�' th� Yrcrr,i�c:� o�n�i:��en� ;•;i�h
tlze forc�oin� purposes, ir�cludinb, bui, tiaithout Uein� limitc:d �;o,
�i�e iull ri�ht, au�;horit,y and privile�e of placin� and u�inL therein
e�:�ava�ion�, o�eni.n�s, shafi;s, ditehe.s and drains, and of constructi:�r,
�r�cLing, m�inta:ining, using, and, at its election, removin�;, any �.nd
all �uildin�s, structures, p1an�;s, machir.ery, equipment, railroacls,
road�•rays, pipelines, elec �rical power lines and facilities, _ stock- �
piles, ti��aste piles, tailin�s ponds and facilities, settlin� ponds,
a..�d all o�her ir;provemen�s, proper��r and i'ixtures as may be neces�axy,
convenien�, or sui�able for mining, removing, beneficiatin�, �
co:�cent-rating, smelt� n�, e�.tracting, leaching, ref'ining and sr�ipPin�
oi ores and/or products �hereof, or for ar,y ac �iv�ties xncid�ntal
�:��re�o, or to any of the rights or privileges of 7�essee herevnder.
Lessee is further granted the rigl7t, insof'ar as Lessor laVrfu�.ly
r�,ay grant tihe righz, to remove lateral and subjacent supports, to
cave, subsid� or cies�tro;r �he sur� ace or any par � thereof, to depos:� �
e�r�'r�, rocks, tiraste, lean ore and ma�.er�als on any parts o� i:,he
Pre:;-� ses i�;nere they i�rill no� in�eriere t•�ith mininb, to leach the
s�.;;,�=. wr�d �o cor;-,mi� was�f;e �co the ex�ent necessar�-, usual or custa:r�a.r��
-i.:� c�:��,rying ou� any o�� all of the above ri�hts, privile�;es anci '
aurposes.
Lessee sha11 e��pl.ore, conduct geolo�ical and �eophysical
... .. 1' '
_:.tires���,�.�io�;s, r,ap, drill, or oi,hes�.�isc �eel�:, in �t,he m�nner Gn
i3O i,t1� �Xi,E�I�i, �l'la� Z�SS�E'� 1.i1 1�S SO?_� discrei,ion, deems �CiV1SaU1.��
�o � ocat� and develop ores, minerals, and metals in comnlercial
ci;�.n;;:��ies in and upon the Premises.
� ��`�'I�:�: 3. D��'It�ITIOF�S
ihe .� o� lo�;rin� de�'ined �err,is, z�;l�erever used in this agreement
s:�ail :�:ve �i7e r�eanir,� �e � � or�h belo:�r:
�, ��Clt'��� S,��i�l �i�-'c3?� Jilc�..j;e:"1c 1. �7'O;Ci �i,rlc P1'Gll?1.SG: � �;�-lE'
]7<�i,L1'�E; c,;I�CI COiTiPOS1.�i,1.0?� Oi 1�;(Z1C�1� 11� ���C SOZ.r.' ji1C1[Y,tliClii; O;
I�essee, justifies �it:��•�r (1) rninin�; or z,er�ovin�; i'ra,� p]�.ce
at<ri��� �}��e te�ru oi t,�is lease, an:3 �l�ippin�, a��c� �ell:iiz�; �l�e
�:��t,e, ar deli�re?�:ii���, �h�� :;� �;�e i;o a proce;; �i�:�, 7-�}.a1zi; i'o�, ��}�;��iczl
or chr.,:�;cal t��c��tcr:er�t, or (?_� 1c�acll�_»� ii� ��1��cc cju,':i,�� �i�;�
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term of -Lhis lease. Ore �shall not include any iron orc or
taeonite-t:y�e ore derived from sedimentary banclec� iron
iormations, or any of the merchantable or mineable slate
that may be located in, on or under i;he Premises. �Ioi•�ever,
nothin� herein shall prevent the minin� or removal of such
excluded iron or�-�, or taconite-type ore, or slate, when
associated or intermingled vrith the ores granted hereun der �
� - - ,
or when mined or removed or used in the ordinary course of
developmen� or mining hereunder.
b. "Waste" shall mean overburden, surface stripping ar.c
underground material removed from place in the Premises dur�r_� ..
the term of this lease, but which is not Ore as defined abo�Tz.
"Waste" shall not include iron ore and taconite-type ore
mined from the premises and not utilized by' Lessee and ,
procedures for handling these materials shall be the same as
those provided in Section l�-(a.) of this lease.
c. "Product" sha11 mean the-following:
(1} A71 ore mined or removed from place in �he Premises _
during the -cerm hereof and shipped and sold by Lessee
pri�or to treatrnent, and :
.(2) Al1 concentrates, precipitates, and mi11 products
produced by or for Lessee from Ore mined or removed i'ro�=
place in the Premises, or from Ore leached in place in
tne Prer�ises, during the..term of this lease.
d. "Exploitation" shall mean the developing, r�inin�,
removing fro� place, leaching in place, beneficiatin�,
concentrating, produc�,ng, extracting, treating, sMelting, -
refining, shippin� or selling of ores or products.
e. '�Ne-�� Smelter Return" shall mean the net proceec�s (�l �er
subtrac�in� the expense of �;ranspor�in�, haulin�, smelter _
treatJ�ent, smelter d�cluc�;ions� and all o�her such char�es for
exPloitatian peri ormed a��ray from Lessee' � operati c�s Uy oih�rs}
recei��ed or to Ue received �'or the ore M:ined (or i'or �rociuc �s
aszd/or coizcen;..ra�ces and/or mill �roduc�s pro�uced by Le'ssee
�
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� , purchaser. If Lessee sha11 �elect (an irrevocab7.e �crr,:i: �:ion
to inake such election fxom time to time her.eby bein�; �rantea
for the duration of this lease) to ret�in ull or any part oi
such ores, and/or pxoduci;s and/or c oi�c entrates and/or mill
products for smelt�n� or further processing in it� oi�m
facilities, or in any facilities ot�,med by any enti�y zn
�ahich Lessee has a beneficial ot-rnership or interes � of fii'ty
per cent (50;�) or Jr�ore, all ores, and/or products, and/or
concentrates and/or r,iill products so retained, for purposes
of rayalty cornputation hereunder only, shall be deemecl sold
on the ciate shipped to such smelting or fur�her processing
facility at a net srnel�er return no less favorable than that
o�herz��ise available, taking into consideration such -�erms
and conditions as Vrould be reasonably available to Lessee fror�
other United States smelters.
f. "Ton" shall mean short ton containing 2, 000 pounds
avoiraupois, ''
g. i�?here "pounds" is used the term shall also include '
any other unit of ineasure t,*hich may be applicaUle or customary .
h. "Residual ma�erial" shall mean •st�ch mai:erial as is
removed irom place in the Premises as is not t•raste or ore or
product (as those terms are defined above), including, but
z�rithout limitation, al1 mill rejects, and ail lo�•� grade ore
or rock tha�, a7 uhough not economically expl oi �4ble at �he
time of removal from place, is forseeably l�:orth segre�ating
ar�d/or retaining for possible future e��loita�ion.
SEVT1'01y � . TERi i
This lease is �ranted for a term of 50 years i'rom and afte-r
da�e hereof,
Five {�) yc��rs prior �l:o the e�.piru�ion o� t�1c �'if�y (50}
year i;erm o:C zhis Lease, .T,es�or t•�iZl, ii' l�equesf:ecl by Les:-�ee in
ti�,ri.�;ip�, e.nter into ne�otia�;ions i'or an e>:�:c1z��on or ret�et•ral, �_n
the li�ht oi' then existi.n� condi�;:i_oi��, of �:h�is lca �e for a�eriocl
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sufficient to extract the then existing ore reserves at the average rate of
extraction during the pre�eding five (5} years in tivhich operations were con�
ducted bu� not �o exceed Fifteen (15) years. At such time, Lessee shall have
the right to obtain such extension or renewal from Lessor at terms not 7ess
favorab7e as may then be offered to Lessor by other prospective lessees.
SECTION 5. INITIAL REN7AL
For the period commencing on the date hereof and ending on Ju7y 1,
1976, Lessee sha71 pay in advance to Lessor, as a ren�al, Fifty cents�( 50�)
per acre which sha77 be payment for the full 7ease acreage for the first year
of this 7ease. For the next three (3) years during the term of this �ease,
commencing on Ju7y l, 1976, and ending on July l, 1979, Lessee shall pay annua7ly
in advance to Lessor, as a renta7, Two Do77ars ($2.00) per acre.
SECTION 6. ROYALTY; ADVANCE ,
Lessee covenants and agrees to pay �o Lessor annual7y as hereinafter
designated, as an advance roya7ty for ores and products mined from the Premises
for the years beginning July 1, 1979, and ending Ju7y 1, 1985, the amount of
Six Do77ars ($6.00) per annum for every surface acre of land of or over7ying the
Premises, or any part �hereor, retained by Lessee hereunder.
For the period beginning Ju7y 1, 1985, until the expiration of the
Fifty (50) year initia7 term of this 7ease, or until prior termination hereurder,
advance minimum roya7ties shall be paid on an acreage basis at a rate per acre
set forth below for the total number of acres of land subject to this lease at
the commencement of each said year or at the fla� rate set forth be7o�r, whichever
is ihe higher:
Year
11-15 incl.
16-20 inc7.
21-25 incl.
26-30 incl.
31-35 inc7.
36-40 incl.
41-45 incl.
46-50 incl.
Acreage basis -
rate �er acre
� 9.00
$ 12.00
� 15.00
$ 18.00
� 21.00
$ 24.00
� 27.00
� 30.00
Flat rate �
or l�hichever is higher
� 10,000.00
� 10,000.00
$ 25,000.00
� 25,000.00
� 25,000.00
� 25,000.00
$ 25,000.00
$ 25,000.00
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� pE�ach sum af advance rayalty paid, as above, shall be applied,
,;�far as it will go, in sa�isfaction of production royalties
. payable as provided below, �or Products produced from the Premises
and sold during the year for which such advance royalty is paid.
If the sum paid as advance for any year or years exceeds -�he amount
oz production royalty payable for such year or years, Lessee shall
have the right to apply the excess as a credit or set-off, at the
production royalty rates set forth below, against production royalty
_ ,
payable for any subsequen-� year or years while this lease remains -
in effect, until by such application the advance royalty paid by
Lessee has been exhausted. Advance Royalty payments are not
returnable if production royalties fail to equal such Advance "
Royalty payments. however. ,
SECTION 7. PRODUCTI�N ROYALTY
Lessee shall, so long as this lease continues in force, pay to
Lessor for all Product mined and shipped fram the Pre�ises. by Lessee,
a royalty calculated as a percentage of Net Smelter Return per ton
of ore in accozdance with the iollowing: -
(a) For ores having a Net Smelter Return of up to and
incluciing $10.00 per ton of ore, five per cent (5 0) of the
Net Smelter Return.
(bj For ores having a Net Smelter Return of more than
$10.00 and up to and including �15.00 per ton of ore, Five
and one-half per cent ( 5 1/20) of the Net Smelter Return_
(c) For ores having a Net Smelter Return in excess of
$�5.00 per ton of ore, eighty three cents (83 cents) per ton
of ore, plus an additional ten per cent (l0a) of that portion
of the Net Smelter Return that exceeds $15.00 per ton of ore.
Net Smelter Return per ton of ore shall be calculated, using
me.asurements made in accordance with good engine�ring practices,
as follaws:
The Net Smelter Return from all prpduct produced and sent to
the smelter during any cal.endar znonth shall be multiplied by
�
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a fraction, the numerator of wnicn is the gross value of
metals contained iz; the ore mined and milled from the Premises
and sent to the smelter during the same calendar month
cal.culated from tonnag° arid grade measurements made at a
mutually agreed upon point before commingling said ore with
other ore or ores, and the deno�ainator of �•�hich is the gross
. �
value o:E metals contained in al1 ore derived from all _
proper-ties (including the Premises) and minecl and milled
and sent to the smelter during the same calendar month,
calculated from tonnage and grade measurements made at a -
mutually agr�ed upon point before commingling. The recov�r-
able Net Smelter P.eturn so calculated shall be divided by
the adjusted tonnage of ore from the Prenises m�.ned and
milled and sent to the sm°lter during the same calendar
mon-�h to ob;ain the Net Smelter Return per ton of ore from
the Premises. The adjusted tonnage of ore derived from the
Premises shall be calculated by multiplying the weighed
tonnage of all commingled ores for said month, determined
at a mutually agreed upon point betwe�n commingling and
flotation, by a fraction, the numerator of ��hich is the :
_ _ ._ _= ,,.., , __ � - -.= -
tonnage of'ore fram the Preinises and the-denominator o
which is the tonnage derived from a11. properties, both as
measured at mutually agxeed upon points prior to commingling.
The gross value of inetals coritained in the ore milled
shall be determined monthly by inultiplying the total pounds
of those metals contained pe.r ton of ore mined and milled
and sent to the smelter from which incame is derived by the
average market price per pound respectivel.y for that month.
� The average price per pound for each metal shall be that as
published by the Engineering and Mining Journal, "Metals and
Minerals Market" section. If said Journal or its successors
ceases to furnish such quotations, or if its quotations
cease to be recogni�ed in the trade, or if a particular metal
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is not listed, then quotations of such other source
as the parties may mutually agree upon shall govern_
SE�.TION 8. TIME AND N�NNER OF PAYP:ENT
Production royalty shall be paid not later than the expization
o` the second month in the calendar quarter after the caler.dar
quarter in which the Product is sold or shipped to a smelter-for "-
trea:.r�ent or within sixty (60) days after Lessee has received a
set�lement sheet and payment for the last of the Product sold or
shipped to a smelter for treatment, in said calendar quarter,
whichever is later.
At the time of making each payment o� production royalty,
Lessee shall deliver to Lessor a statement showing the amount of
such rayalty and the manner in whi.ch it was�determined, and shall
submi� to Lessor all data that may be reasonable necessary to enable
Lessor to verify the de�ermination.
To the extent that certain portions of the Premises constitute
a �ractional un�ivided interest, Advance Royalties payable hereunder
snall be reduced, as to such portions of the Premises, to the same
fraction; that is to say, if�the Premises constitute an undivided
two-thirds interest in a particular 40 acres, an Advance Royalty
of $3.00 per surface acre of or overlying such Premises would produce
an �dvance Royalty oi $80.00 for that particular portion oi the
Pre:nises.
In any case where Lessor's .interest in the Premises is less
than an ent:i.re undividea in�erest, �ind Product is e::plaited therefrom,
all payments of productio- royalties to be made by Lessee to Lessor
hereunder, with respect to such portion, shall be r�duced to the same
praportion thereof as tne interest of Lessor.
AIl payments ta be made by Lessee to Lessor hereunder may be
mad� by'Lessee's check or draft mailed or delivered to Lessor at
L�essor's address for notice purposes, as set forth below.
SLCri�ION 9. TAXES
Lessee shall bear the full expense of, and remit prior to
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clelinqueney, all ad valorem real property taxes assessed �nd
;
1_evied separately upon the Premises or assessed and levied upon
the Premises as part of the entire property of which the Pre�ises
a.re part, insofar as the Premises are subject to this lease on the
controlling Tax D�zy.
Lessee shall bear without pro.ratio� the full expense of ad
valo-re;n personal prope.rty taxes on alI taxable personal property
,
u�on the Premises and usable in connection caith Lessee's ric�hts ancl ..
duties hereun�er. Said personal property shall include, but not
necessarily be restricted to, all property removable by Lessee uncler
tiie t.�rras of this lease.
Lessee shall.file, in accordance �vith law, all real and personal
property tax returns required during the lease term, and furnish
copies thereof to Lessor.
All ad valorem real property taxes for the calendar years in
r�hicn this lease is executed and in which it terminates shall be
p�orated be�ween Lessor and Lessee. Lessee shall bear the proportion
of the taxes for each calendar year subject to proration which the
numbex of days therein during whichthis lease subsists bears to 365.
Lessor shall bear the balanc� of said taxes. Taxes subject to pro-
ration are those deterinined as of the Tax Day pertinent to the calendar
. _ . . _ < - . _. _
,. _ - - _ _
_ _
year for which the proration is made.
Lessee shall bear the'expense of, and remit prior to delinquency,
a11 ad valorem real p.ro�erty assessments u�on the Premises, o� «hat-
ever kind or nature, authorized or confirmed during the subsistence
of this lease.
Lessee may, subject to Lessor's concurrence, contest, in the
courts or otherwise, at its sole expense, any ad va�.orem property
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tax or assessmen� upon the Premises; provided, however, that Lessee
�nall not permit or suffer the Premises or any part thereof to be
conveyed, or permit title to be lost to Lessor, as the resul� of an�r
such contest.
Lessee shall furnish to Lessor duplicate receipts for all taxes
an� assessmen�ts �,then paid.
In addition to L�ssee's li,ability for ad valorem property taxes
�
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and special and genera� assessments, as set forth herein, Lessee shall
be solely responsible for all state and local taxes, or charges in the
nature of taxes, imposed upon, measured by, or otherwise reasonably attri-
butable to this lease, Lessee's operations on or other use of the Pre-
r_:ises and property severed therefrom, whether such taxes or charges now
exist or are enacted hereafter. Lessee's duties in this regard shall in-
clude the filing of all required returns or other documents, the bearing
of the fu11 expense of such taxes, assessments and charges, and prompt _
re urbursement of Lessor therefor in the event Lessor should remit to a
collecting authority any amount that is properly_an obligation of Lessee
hereunder.
SECTION-l�. WEIGHTS; -.ANAI,YSIS _ .
Lessee shall measure Ore, weigh other Product, and take and analyze
sar,ples-thereof, in accordance wi�h sound mining and metallurgicai prac:-= --
tice, and shall keep accurate records ��ereof as a basis for computing
ro��alty pa,��m.ents. These records shall be available for inspection�by Lessor
at all reasonable times, subject to the provisions of Section 11, following.
SECTIO� 11. REPORTS; INSPECTION .
A. Ar.nual R�ports
Lessee shall deliver to Lessor for each year during the term
here�f, copies of such maps, cross sections, and other engineering data
conce�ning the quality, quantity and location of Ore and material mined
fro;: the Prer�ises as Lessee customarily prepares or obtains for its own
records, which information shall not require preparation of special records
or reports by Lessee. This'information shall be furnished, on or before the
iizst day of March in each year during the term hereof, and the data con-
�tained therein shall be stated as it existed at the close of the precedino
calendar year.
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Lessee 5�13�.�. not be required to disclos� its o�an current
�ti::at�s and c�lculations o£ the �rr_ade and tonnage of Ore reserves.
B. Quarterly Reports
On or before the first day of February, riay, August and
November during the term hereof, Lessee shal� deliver to Lessor
detailed statements for the preceding calendar quarter, showing
sep:rately the respecti.ve quantity and average analysis of Product
produced from the Premises during such quarter.
Less��e shall deliver to Lessor the statements required under
Seczion 8 above, showing calculation of royalty.
C. Reports on Exploration
Each year during the term of this lease, Lessee shall
deliver to Lessor a report of all exploration-conducte�d�by Lessee
o� the Premises. This report shall show the location of all such -
exploration work, and shall include al1 dri11 iogs, but need not
include any of Lessee's interpretations thereof,_or interpretations _
of laboratory test data, geophysical data and geochemical data.
Lessor shall hald such data con�idential as Iong as this lease
...,
remains in force. �
D. Inspection
Lessor and its authorized agents, at Lessoz's expense,
a� all reasonable times, may enter upon the premises to inspect the
same, and to measure the quantity and quality of Ore minded therefrom
or re�aining therein, provided that L�ssor shall no� unreasonably or
unnecessarily hamper or interrupt Lessee's operations.
E. Audit
Lessor, or its authorized agentsr shall have the right to
audit and irispect Lessee`s accounts and records used in calculating
production royal.ty paid to Lessor hereunder, which right may be
exercised, as to each quarterly payment of production royalty, at
any reasonable time during a period ot one (1) year from and af ter
the date on �•�hich the quarterly payment of production royalty was
paid:by Lessee.
-11- .
.-. ...
_._ _ . _. _ __.___..__.____._�.� `�.�...__�— ._ _. _ _. _
. ._. __
. _ . _ _ _ _ _._ _ . __ ____ ____ __ __
_ _ _ _ I
. ., _ , _ k
i.,�^J i��: l?, J"�.P�;L�R O.r I:TI�YI�G
/���1 of' Lessee's operatzoizs hereunder �ha11 be conc3uctccl in �
carc�.il �nd i��orY,�nanlike manner, ?..n accorcl�znce 1•�iih acce,�ted
pr� C�:1C E.'S oi �;h e mincral industry, 1•ritllout c ornmittii�{; a11y tznu� ual
p�rr�anent �aas�te or in jury ta any mine in the Pre��ises, or ini�cr-
i'erence z•rith the subsequent operation thereof, if no� reasonablJ
necessary in Lessee's operatio�ls. � 1
This lease is made subject to the provisions of aIl app7.iczble
lat��s and re�rulations of any goverrvneni; or goverru;�.ental agency hz ;r� ng
jurisdiction over the Prernises and opera-�zons thereon or there�rc:�, .-
includin�, without limita�ion, the Atomic Ener.gy Act of 195�- of ��Ze
Uni�ed States of America, all lat-rs thereof governing so-callea _
"iissionable," "source," "nuclear" 0Y' ��5�l�ategic'� ma�erials, all
1at�:s th�reof �oncerning the property oi aliens, all sirnilar lai•rs
of the United States of America _or the State of .Iiichigan noz�i or
hereafter enacteci, and all regulations now or hereafter prornul�� �.ed
�hereunder. Any provision of this Lease in. conflict t•rith any such
Za;: or regul�tion shaZl be deeMed sup�rseded �hereby. If any such
1� ;•r or regul�.tion srall prohibi-� or limit Lessee from exploitin; �n��
or�s or minerals; such p-rohibition or limitation shall be deemed 2.
part of this lease a� if here se� forth in full, ��ithout othert•r� se
affec�ing �he validity of �his �ease or Lessee' s obligations heraLZnciE�_
I�essee sYiall have no obligation, express or implied, -�o open or
a�velop any mine or mines in �he Premises. jtiThenever Lessee d�e^-�s i�
necessary or advisable, Lessee may discon-tinue or resume explor���ion,
�euelopMen �, mining and prociuction operai:ions �'ro�n tin�e io time
durin�; the -term hereof, so lon� as 1_t meets its oUli�a-�ions her�u.-�cisr
�o pay L3�GS and advance royalty.
1�othing 11ere1.n shall require Lessee to dev�lop a sel�arate s.��.f �..
or s:1?f�;� in the Freinises, or prevent Lessee �'roin exercisin� ttie
cros; -;�lin�.n� ri�hts i�ercinafter provided.
SECTTC%': 13. CROS�-;':?i'�IP:G
a. For �Llie �uz�po�e o� en,�Ul:in� Lcs 1ee to conciuc�;, z•ritY, �;rc�tei�
ec�:�o:�;f ��cl convenience, the mini��� ai�d retnovi.n� oi' Ore from �t�.li�
-12-
� . . ,., _ . _
. .
_ e _ ,. , . ...__ . _ :. _ k ,
j'I'Citll ;f':,� Y.C'S�L'C :l� }1�Z'E.'�J�� �ran�;eci j:�lC.' 2'1(�j��:� 1� .L�; Sd cicairc.`.:�
�o �n:�ne and re�nove Ore, Pr. oduct a�id materia�.� irom tY�c Yrerni�e ;
tlzrou�h or by lneans of shai �;s, open:�n�s or pi�;s tah:ich may be tna.cle
�n ar upon ac�joznin� or nearUy property o?�rned or controlled bJ�
0
L�SS�:�.
b. I�ASJE.'C may, ii' it so desir�s, use the Prerni�es and any
s}Zaits, openin�s arid pits therein for the mining, removal, treaimcilt
and transportation of ores and mat.erials from�adjoinin� or nearby -
proper�y, or for any purpose connected theret•ri�h.
c. For the purpose of enabling Lessee to conduct, to the besti
advantage of the par�ies here�o, and z�:ith grea�;er economy and
convenience, �che min�ng, removal, handlirrg and disposition of Ore
�.�� Proauct �'rom the Premises, and from other lands in Vr��ich Lessee
or i�s aifilia�ed cornpanies raay be conducting minin� operations,
the operations of Lessee, and the -said operatiens on other -lands,
rnay be conducted upon the Premises and upon any and all other lar�czs
0
as a s�ngle rn:_ning operation, to the same extent as if all such
properties constituted a single tract of land. Nothing herein sha1�
f�elieve Lessee from its obligations for payments or reports as se�
i or �i� in thi s agre��nent . .
S�CTIO\T 11;-. STOC.YPILTI�TG; Tr�ASTE :.
a. Stockniling on other lands
I��ssee sha11 have the r�.ght, a� any time during the terrn
hereo:� , sub j ec� �o Sec�ion l8 beloj�r, to stockp:ile any Ore or Produc �s
mined or produced i'rorn the Premises at such place or places as Lesse°
may elect, either upon the Premises or upon any other Zands ot•mcd or
con �ro2led b3� Lessee, its successors or assigns. The ri�,l�ts ancl
1iC�s o� t}�e Lessor in and to any suc7i �res or Products stocl;pileci�
on oLher lal�ds shall not be divested by the remozral t�7er. coi' from
�ne I'remises, but shall be the same i.n all resp�cts as tilou�,h such
�n���erial.� had Ueen s�ocl�;pi7.ed on the Premises. If such other �.anci:,
are not o;•:ned 'u,y Lessee, Lessee sha.11 oU�;airr fro�ti i;he orn�er � tl�creo�
� pro�erl.y ef�ecu�ed 1.i1Sf;I�u.n;ert uncier ti•�}�ic}i ihe oti�mer; o�' �a:icl otl��,.
1�,nc1:; a�;rec �;o reco�nize �he intere,ts ancl liei�s of LeJJO1� on Ore�
ar�u rrocitic �; :: Loc����1.�.cd on �a�_u o�:}1cr lanci,; . -
_��_
1 J
' . .. � . . .. .. . � . . . . .. . � . �':�;
. . . . . . � .. . . . .. � . . . . . _. � {','
� � �"___ _
Tl�e �tocl:p:ilin� of Ore or Pi-oc�uc� froia �;he Frc3ni �cs on
o� ;��.,� 1��ncl �:;ha11 r�ot tie deemed a� rernoval or �hipincnt thercol'
r�q:iirin� payr;,ent of royalty thereon.
The tax covenants sei for�h in this a�reement s�zall aPply
�� Oi,es and Products from the Premises stockpiled vn other land�.
b. StocY.nilztz� on tl�e Prem:�ses
Lessee shall have the right, at any time during the term
. , -
h�?��of, to stocY�ile on the Premises any Ores-or Products mined or
produced by Lessee or its�afziliated companies from other lands.
Lessor agrees to recognize the rights and interests of others in
such ores and rnaterials stockpiled on the Premises, and to permit
the rernoval thereof by Lessee at any time during the term of this
lease, or by tlie oi�rners thereof for a reasonable __tirne after termina�� �-�
of this lease, all without liability or expense to Lessor.
. All stockpiles on the Premises sha7.l be so placed as not to
interfere wi�h mining operations on the Premises. .
c . ��Tasi;e - _
�
Overburden, surface szrippi�ng and underground material
zro;�, the Premises or fro;n other lands may be deposited on or off
tne Premises. Such matPrials May be deposited on t�l1e Premises onl�r
if �h° same will not interfere wi�h or embarr�ss future minin;�
operations on the Premises. If Lessee ob�ains Lessor's approval
of or consent to the location of such deposits, ihen their placernen�
sh�ll be concZusively deemed no� i;o interfere i�rith or embarrass
�u�ure mining ope.rations. RTothing in this paragraph shall limit
the above Provisions in subsections a. and b. concernin g s�ockpilin�
ores and Products on, or off the Premises.
- d. Resi_duzl Tiate.rial
No mill rejects or otlzer residual ma�erial from the
min? ?�� shall be deposzted on ot7ler lands 1•ri-Lhout first havin�
e��:.abli�heci a�nutual].�T a�reeaUle �zlethoc3 oi reservin� a.nd accountin�
i or -�'r�e Lessor' s iizterest in suc7-� inai.eri4ls by �aie�zns o� �ood
en�:incerin�; }�ruci:ices.
-111-
� � _. _. _... . __ _ _. _ __�:.
Le�scc �l�<zl1 have thc r:i�ht to �lacc r-�i11 rejeci� cl�rivc.cl
1. o:r� -[:he col�centrat;_�on of ore� i'rom i;he Prenu.�es on oti,ez• lancl v1�1
to co;;�nin�Ie such rnill rejects ti•;Zth �nill rejects derived froin the
co:�centration of ores removed from o�her land ei.�;her ol•m�cI or
1ca �ed ancl operated by Le�see .
Ii mill rejects or other residual material from the mirlin;;
or �ro;n concentration of ores miried from the Premi.ses are carn:nin�le::
ti;i�h other mill rejects or other residual material or�are placed ori
�h� Yremises or both, upon termination of this lease Lessee shall
secure and deliver to Lessor a recordable document in ti�rhich the
o:•mers o.i the prem.ises on t�rhich such mi11 rejects or other residu�l.
ma�erial are deposited, z�Thich preinises shall be identif-ied by le�al -
descrip�ion in the documen�, recognize the interest of' Lessor in .-
such mill rej�c �s or other resiaual material.
For all purposes of thzs agreement, any proportioniizg of
the said commingled mill rejects _t,rill, :.at any tirne, be made on ihe __
f olloti•rin� terms :
• � (a) The proporti�ning shall be based upon dry. shorz _tons. _..
(b) The �otal tons o.i said comminglea mill rejects shall
be determined by sub �racting the -�otal tons of conc en �ra �e
produced from the total tons of crude ore entering the mi11.
(c} The ions of said co.-n.~ni.ng�_ed mill rejects j•rnich shal3
be deemed to belong to Lessor shall be that number of tons
tYhich bears tile same propor��on to �he total tons in saia mi11
rejects as the adjusi,ed tonnage of crude ore from the Premises
going into the mi11 bears to the i-reighed tonna�e of the totzl
crucze ore €;OlI��; into �he mill frorri a11 preJnises.
Les �ee sh.all keep an �.ccurate and cumulative recorci o�'
�he follot•:ii�� ti•rith re�ard to the opera-�ion o� tl�e mil]. prociucing
�he zr.ill rej ects :
(4) The a��re�ai:e a.djusteci i;arir�a�es oi' ore froln i,r�e
PreTMises treat�.d ir. tize r;.il1.
(b) Tl�c a�`;re�a�:c ti����.�hea �Lonna�e o!' ore �'rorn ���_:L l�.ncls,
incluciin� t11e Prern.ises, treatecl in tlie mi�.7., 1.e �� 1�: �c,S l•7�11CI1
e��:n l�e accountecl for by Lc.��ee.
-15-
(c ) The a�;�re�atc tonna�;es of colicci,i;i-ate obtained S'i�orn
ores froin all preinises treated in the J:u.11.
Lessee sl�all, bei'ore t�;arch first (lst ) i_n- each year durinU
�?Ze �el-m o�' this agreement, furnis?� Les�or a mill rejeci; report
_ sho:rin� for the preceding calendar year and ior i,he period frorn the
clate hereof i;o the end of such preceding calend�r year, the data
desci-iued in this a�reement, and Lessee further agrees tl��at all its
.
records of such data shall be open ��for inspection by Lessor a�L all
reasonable times.
SrCTIOi: 15. T'IXIT,G
Af�er Ore.s and Products from the Premises have been sar.ipled, . .-
z•rnere necessary, and weighed, or measured -by volumetric survey, ,_
truck factors, or other industry practices, in such manner as t�rill.
permit the computation of royalty to be paid hereunder, I,essee may
mix tize sarle with ores, - materials br products from other lands .
SECTTOI�T 16. TREATI>'Ei�T
Lessee sha11 ha�e the right, but'shall not be requ7.red, to
be�ei�ci�,te, CC:1C°I'? �2"2.�A� smelt, I'��'1?2e� � each, a2'1C� O��'2�T"��71.SE treat,
in a��jr rlanner, any Ore, Product and rnaterials mined or p-roduced irorn
the P?�emises and from other� lands. Sucn �rea-�rr�en� ma�r �be conducteci
t�rholly or in part a� �. plant or plants established or maintained on '
�he Premises or� on oiher 1ands, Such treatrnent shall be conducted
:in a care.iul and 1�,*ork.�anlike �manner.
SEC?'IC:; 17. LESSOR' S LI�i�1
Lessor shall a� all times have, possess, and holci a lien upon
all 0?,es a.nd Products rnined i'rom trie Premiscs anci shippeci therefrom
but not sold to a bona fide purcllaser, and upon all improiTemen-�s
placeci upon the Pr. eJnises by I,essee, as security .i or any unpaid
Uaia?ZCe oi' mone�r due hereur�der and as security for the periorrnance.
by tile Lessee oi' each and a11 of Lessee's covenant��nereui�cier. Ti�is
lien l;ia�� be eni'orceu G��.:ins � any such prope�-ty in lilce manner as liens
con�er��in�;• b3r fin�ncin� ��aze�:,ei1�a, o-r as ai�y otiZer l� e�� ri�y Ue �
cr�_� �1�ced unc3er t;lle la��rs of tl�e S�;a�L� in �•;11ic11 -Ll-�e Premi�cs are sit;uate. -
-16-
� ,;orthing herein contained, however, is intended or shall be
co::strued to prevent the sale, shipmen� and re�<<oval of Or`s or
Product in the usual course or business, nor to prevent the
re,<<oval of tools, machinery, equipment or other property at any
:.irne �•�hen Lessee is not in default. This lien shall not apply to
OYes or Froducts sold to third parties.
SrCTION 18. TITLE TO PREMISES; PROTECTTNG TITI�E
Although Lessors believe they are the owners of the minerals
and mineral rights in, upon, under and to the land described in
�:;!-�ibit "A", Lessors do not make any representation as to title to
said minerals and mineral rights.
At any time during ihe term hereoi, upon written request by
Lessee, Lessor forthwith sha11 deliver to Lessee such abstracts of -- -
title to the Premises as Lessor may have. Such abstracts shall remain
�ne property of Lessor, and shall be delivered to Lessor upon the -
ternination of this lease.
Lessee shall have the right to pay any liens or charges incurred_,
b�� L�ssor or persons claiming by os under Lessar, against the
Prer;fises, and any taxes and assessments on the Premises or property
situated thereof not herein specifically required to be paid by
I:essee, and to deduct all sums so paid from payments to be made by
Lessee to Lessor hereundez. Provided, however, that Lessee shall
nave no right to pay any such liens, charges, taxes or assessments
tinless Lessee shall have first given Lessor written notice of such
liens, charges, taxes, or assessments and Lessor shall have failed
�o discharge them or indemnify Lessee against them for a period
of 60 days .
Lessee shall keep the title to the Premises and;all ores mined
tnzrefro;n free and clear from any and all liens and other encumbrances
a�ising in any manner whatsoever from Lessee`s operations hereunc3er.
SECTIO:� 19. INSUP.ANCE; INDEN�IIIY
Prior to commencement of operations hereunder, Lessee shall
comply �aith the «orkman's compensation- laws of the State of i�'iichigan.
Lessee covenants anci agrees to indemnify and save harmless
L�ssor iro;n and against any and all liability, claims and caus�s of
-17-
..:..�; . . .� _:,_ _ ....:,._: ,, ,,. ..,:. _ _..:._. .
_ . _ - - - ,�. , ... .. �_.
action for injury to, or dea�h of, persons, and da�nage to, or
?�ss or destruction of, property, occurring during the term of
tilis lease and resul.ting from Lessee' s use or occupancy of the
�Prenises or its operations hereunder, excepting, however, any
liability, claims or causes of action resulting from, or attributabZe
tc; the exercise of rights reserved hereunder to Lessor, its agents,
or those claiming under it, an or about the Premises, it being the
intent of this agreement thai Lessee shall have no additional �isk
o� liability by reason of Lessor's exercise of such reserved r:ights_
SECTION 20. TERMINATION - REMOVAL OF PROPERTY
A. Termination by Lessor
In the event of any default(s) by Lessee in the perform-
ance af its obligations hereunder, Lessor-�shall give to Lessee written
notice specifying the default(s). If the default(s) is not cured
within sixty (60) days thereafter, or if Lessee has not, within
tiiat tim�,� begun action to cure the default {s) and does not there-
after diligently prosecute such action to completion, Lessor may
terminate this Agreement by delivering to Lessee writ�en notice of
�
such te ��ination, subject to Zessee's right to remove its property
and equipment frorci the Premises as hereinafter provided. However,
if Lessee sha].1 dispute the default(s) alleged by Lessor, or the
material.ity thereof, and Lessee snall demand arbitration thereof iri
the manner hereinaf ter provided, the period required for the hearing
and determinatio� of such matter by the arbitrators, and judiciaZ
review, if any, of such determination, sha11 not be deemed a part
of the sixty (60) days hereinbefore reterred to, and if th� contention
of Lessor be sustained by 1� e arbitrators, Lessee shall have thirty
(30) days after the filing of the decision by the arbitrators in
r ,
which to cure the de�ault{s) complained of, or to begin action to
cure the de`aultts); provided, however, that Lessee shall thereafter
prosecute such actian to completion. Lessor shall have no righ� to
terminate this agreement except as set forth in this paragraph_
If,Lessee shall deny the default(s), or the materiality
thAreQf, specified in Lessor's written notice to Lessee, controversy
or dispute relatzng to such default(s), or the materiality thereof,
,
:
� ♦ � u a y u � � � .� � � � _, _ j . _ . . • � � . . _
;;�.- t�n� arbitratars may be entered in any court having any jurisdiction
t.hereof. All costs and expenses incurred in such arbitration
proceedings shall, unless the parties shall otherwise have agreed in�
�ariting prior to the institution of such proceedings, be paid as the
arbitrators shall determine; provided, however, that the fees of such
arbitrators shall be borne equally by the parties unZess the parties
s:�all otherwise have agreed in writing prior to the institution of such
� proceedings.
The procedure in connection v,�ith arbitration hereunder shall be
as follows:
(a) Within forty-five (45) days following Lessor`s written
notice oi deiault(s), as aforesaid,_Lessee_shall serve upori
Lessor a notice specifying the point or points upon which
Lessee desires a decision, and narrting the arb.�trator appointed
by it: Within�thirty �30) days after its_receipt of such notice, _
Lessor sha11 serve a counter-notice upon Lessee specitying such
additiona�. paint or points, if any, relating to the alleged � '
� . �
.
de=ault(s), or the materiality thereo£, upon which Lessar
desires a decision, and naming the arbitrator appointed by it.
Should Lessor fail to serve such counter-notice within said
thirty (30) day per.iod, the arbitrator appointecl by Lessee shall
act as the sole arbitrator.
(b} Should Lessor serve its countez-notice within the
aforesaid thirty (30) day period, the two arbitrators shall,
within twenty (20) days after the service of such counter-notice,
appainfi. a th�rd arbitrator and, within five (5) days thereafter
notify each of the parties of such appointment. Should the
two arbitrators fail, for any reason, to appoint the third
arbitrator within the time so specified (or within such further
period of time as shall have been agreed upon in writing signed
by both parties hereto), the third arbitrator sha1Z be appointed
u�on the joint request of the par�ies (or upon the request of
or�e paxty should the o�.her fail to join in such request) by
the American Arbitration Association.
�19-
. ��.,
(c ) Ul;le:�s o.�e of �he P�r�on.:� ap�ointed to �.r.�L as �:n
r.�-i�,� �r�ai;or by Less�r or by Le:�see snall Uc a r�1eTrUei• in Lood
s���nciin� oi' tlie State I3ar o!' 1�iic}1i.�;an as a licen:;ecl at�ornc�r at
'1���; ior tllc fif�een (15) year p�riod im.�nediately precedin�; �zi::
aj��-�o:i_n �men�� as an arbitra �or, the third arbitrator shall be such a
person.
If either oi the persons appointed to act as an arbitrator by
Lessor or by Zessee shall be a member in good � stanciin� of the- Staie �
Bar of T4ichi�an as a licensed attoxney at lat�r for �:he �'ifteen (15�
year period ir�:meciiately preceding nis appoin�ment �s an arbi�ra�or,
tnen, and in tha� event, the third arbiirator shall be a person tirho
is qua� ified by e�:pei�ience to hear and de-Eermine the ouestion (s }
to be arbitrated, and if the nature of any such question (s ) sh�ll �
so require, he shall be a mining engineer having a� least ten (10)
years- eh�erience in rLiniiig of ore �in the S�ate of ��ichigan, or in
�he alternative a geologist having at least �en (10) years exp�rienc�
���ith ihe physical _geology of the upper peninsula of the Si,ate of
v .
I�;ichigan. The choice o.i either a mining er�gineer or a�eologist,
as a� oresaid, shall be made by the l.YTO arbi �ra�ors or by the �nerica�
Arbi�ration Association, as the case may be.
(d� The arbitrator(s} shall, as soon as practicable after his
(tihe�r) appointment, proceed to determine �he question(s) submittecz
to him (them) and shall afford each pari;y the opportunity �o presen�
al1 per�inent �acts and ar�uments relazive to the point(s� submizLec
for arbitrat:ion .
The dec�.sion of ang tti•TO of the arbitrators (or the deciszon oi
the sole arbitrazor, should three arbit�ra��ors not 17ave beel� appoin���
neret�nd�r) sha11 be Uinding and conclusive upon the partie. here�Lo,
anti �he�T s'�all irrzr,edia�el�T conforr�� to and in all respeci;s reizcier
�'u11 and proinpt compli�zlce ���itli such decision; pro�rided, lio:•�ever, i:.iZ��
i.� tile arbi���a�or(s) sl�ould deteri:i:i.ne tl7a� physic�zl cor�,ec�:ion o� o*��
ar rj;vr�,: part:icular ciefaul�;(s) is r,o� feasiUle, ancl ii' �uci� dei'aul-l.(s;
�ioe:> l�o� con�t.i. �t?��e a crs.r��e anc� cloe� no� a•�iZQCl,. tl�e Pre,n:�, cr v�� ;af'e, _
�7���:� �;l�e url�:i.�rator(s) sl��al1 so : �ate i1Z his (i;hcir� dec:i�ion, ancl
-20-
�h��l:l_ also cletermine arl arnoun� of money ci�u;la�e.� �;o l�e ��a_�cl l�y
Le;;��ce �:o Le:,sor in lieu oi cori-ectin� suclz dei'ault,(:�), ancl if
7.YCsee pays i;o Lessox the Jnoney u�:ma�cs so dctcrmincd Les�or �}iall
r�oi: be entii;led to terrninate this 1_ease Uec��use of suclz defaul_t(s�;
pl o��:icied, f'urther, hot•�ever, that f.ither ;�a-r�y may, t•ri�hin fif-Leen
(15} days follotiain� its receipt of a cer�;ified copy of tl�e arbi-
tra �or ( s) at•Jaxd, i.nstitute judicial proc eedings before any state
court having jurisdiction, i or judicial revievr of the ativa'rcl,-but -
on1�� �o the extent �hat zhe at•�ard involves a determination of a
que s � i on of la�,r, it b eing the int ent of �the p arti es �that que s �� ons
oi iact determined by.the arbitrator(s) shall not be subject to
juciicial reviet�r. Such arbitrator(s) sha�l, ti�ithin five �5� days
iollo,ring his (their) a�rard, furnish a cer�iiied copy thereof to each
o.i �he parties .
,
B. � Terminatio?�i by Lessee
Zessee shall have the right to terrninate this lease as to
all or any part of �he Premises at any tirne upon thirty (30) daSTs'
• _.,.
�rri��er_ notiice deiivered zo .i�essor. lipon sucn -�errain�zion, ai3
ri�hz, title and interes� o� Lessee under �his lease shall ierruina.-L-e,
as to sucn parU of the Premises, subject to t;he provisions in thF
foll_o�,a-ing Paragraph C, and Lessee shall not be required to rnake any
fur���r payments, or to periorm any further oUli�ations hereunder,
co�ice!�ning zhe terminated Pre;nises, except -�hose pa3Tments or
obliga�ions which have then accrued hereunder pursuan� zo the expres�
provisio�ls of t}zis lease, ailct tirhich have not been paid or performed.
C. Re� �oval of P1 or�ei^t��
Upon any �err��ination of th�_s lease, t•rlle �her by expira�;ion
�S' tize term hereof or by ac�; oi' eitlzer par�y, Lessee shall Ila�re a
perzod oi one(1) ye�r from and a�'ter the e1'� ec�;ive aa�e of 1;�1'JD7.ilF3..j;:i c.�
in t•rhicr to rer,�o��e from -Lhe Pxemises �11 of i�:s macl�ii�7ery, bu:ildii���,
si;��uc �ures, faciliti�s, equip�nent; ar�d other pi�oper. ty oi every n�.t;u.re
z1�c� deseri.���ion erected, placed or situ��ted tlzereon, exce�i; :�ul�port;
pl�:ccci in shafts, drifts or o�enin�� in -l.l�e 1'�•emi: e�. ltni• }�rv,�^rt�T
,
o�' 7.,c�.�cc IZOt so 1'CI�Ol�C'C�� tiahicl� 7•c�;�cva7. =i � I�c�� rcqui��ed of i.c�:> ;cc,
-2i-
.�,:
�;; ;.;,c� cr,d of :s��:icl one (1) Year pc��:iod �hal�. b�co.ae i��c ��3'opel�t,y
c�' i�•_;�•cr. :1n �;l.e etirent e:C force rnajcure, a� lica�c:inai't.cr �et i'c�rth,
�i�c tcl•rns �nd conclitioils of t11:is para�raph shall be appropriatc7.y
e;: �ci��ded.
5:;�^TO?'. �1. CO's�:PLII'.I�?CL t•TITH L/'�;•T
Durin� t17e i;crm, and at the expiration or earlier termination
hel�eoi, Lessee shall fence, slope or backfill all mines, pits, shaf ��
or o�her openings made by Lessee on the Premises in co:npliance� �•rith
all lat�rs or by regulations of any duly constituted governmental �
autnority having jurisdiction over the Premises, including, but
�ri-'tnou� lzmitation; the applicable laVrs, rules and re�zlations of
�he S�ate of Asichi��an, and in a manner accep�able to the Inspec�;or -
for the State. Upon expiration or earlie� tern�ination hereof ,
Lessee shall remove all struc�ures and equipment erected or install�c.
by Lessee on or in the Prernises; provicied, hot�aever, that a11 fencino
around openings made by Lessee, and a11 mine timbers, supports and
fra�:�e;aork necess�ry to main�t;enance of such mines, pits and shafts
as may be specified by Lessor, shal� be left upon the P�,e:nises �;o
becom� and remain the property of Lessor without charge to it.
S��� � IOV 22 . ASS7GI`�riII`TT
A. By Lessor
If, at any tirne during the term hereof, Lessor intends to
sell, assign, transfer or convey the PreMises, or any part thereof,
c�lzer than transfers of interes� betj-�een the par�ies hereto or�
�ransi'ers to corporations oi-med by Lessor, Lessor shall deliver �i;o
I,�ssee at least thirt�� (30� days prior t-rritten notice, describin�
all o�' the �erms of the proposed sale, assi�nr�ent, trarl� i er or
conveya��ce, Lessee snall hav� �he er.clusive ri�ht, durin� �he aUoi•�
�iZiri.y {30) day period, a� i-�s elect:ion, to purclzase i;he Prcrnises
desc;�ibed in said no-f;ice, for a sum oi �noney eoual in valuc to the
co,�:i�t��•��tion 1•:hicli 1•�ould be received b�� Lessor u.nder ti�e terin:� sei.
�o�_•�l, in the �•:r:ii;ten no�iee. If Lessee elects to purchase the
±'7�c�::� �e� cie�Cl':LUCC� �:n t11c notice, Lessee slzal_1 so notify Le ��or
�:i�:l�;n �i;l�e tl�i.rty� (30)� c�ay �erioci, lf Lessec� h:�s na� noti�'iecl
� -,
- ��. -
i,c::;�:�z� of :i��� �`�Uovc cicc�ion ��rithin the Lhzrty (3�) c3Z�� ��c:ri.oci,
;����:�or shal_1 ��ave the �i�ht, for an acic3itioizal t}is_rt;y (3U) cl�L,y
t,�•i,iod irom and ai'�:er the e�,�iration of the above notice perl od,
i:o �e1]., as�i�n, transfer oz� convey its int°resi; in th� Prcr��ises
�� uescriUed in said no�ice, upon the terms and condition� set
for�i� iri said no�ice, but all subject, how.e�rer, to this lease, ai�c3
a:i:� ri�hts of L�ssee, its successors and� assx�ns, hereun�er, and in
a�d to �he Premises . Upon expiration of �Lhe above seconc3 �:hiri�
(3�) oay period, any subsequent� sale, assi�;nmetZt, -t;ransfer or �
conveyance of Lessor's interes� in, the Prerrsises, or part thereo.; ,
sh�ll be sub j ect to Lessee' s foregoing right of first refus�.l, all
ur�on the terms and conditions set forth above.
r�o�r_�n� contained herein _ shall preyent -Lessor from assigning
�.ny �z�ental paymen �s and/or roya.lty payments, or to prevent L�ssor
irom disposing of all or any parti of the Premises by gift to any
parzy, or from disposin� ai all or a�y part of . the Premises. by sale
or o�her�•:ise to any subsidiary of Lessor.
B. ' Byy L°ssee : '
�,�ss`e shall havc the rib�t a� ar,y �ir�.� �o us�i�� y�� ri�;.a�.�
her�iznder, to contract ti•�i �h o�hers to mine anci to treai;, Ore, Frout;c �
an,.� r;a�erials from th.e Premises, and to sublet �he same �'or �.11
puz°poses of. this lea�e, ti•aith the sarne r��hts and privileges �s are
�ran�e� herein to Lessee; protiTided, noz�lever, zhat except for assi�,n-
r.:en�, contract or sublease to L°ssee's subsidiaries or affili�.ted
co^:��nies Lessor, or any party designated by Lessor, sl��all ha.ve the
ri�i7� of first reiusal to be tne other party to any such coiltra,e�,
if t� � o �hex� party is to obtain a working in �eres� under ihe
�ss� �;nmen�:, contrac � or sublease, �.nd provided furth�r that i1� suc}z
assi�lzrnerzt, contract or sublease sl�all opera�;e as � a release or d:is-
c�-��r�e oi Lessee i rom the perforrnazice oi its oUli�ations hcrc�tlr.eier
un�il �.nc3 t�nle:�s Lessor lias conseni.ed to such ass��nrn�nt in �•:z-iti.�z„
1Y;�:i ci� conscn ��es sor may no � unre�.so:�ably i•ritl�hold .
0
�
-23-
,
0
C. Bindinq Effect
A71 of the covenants, conditions and provisions of this lease, inc7uding the
obligation to pay royaliy as required hereunder, shall run with the Premises, and
sha17 inure to the benefit of, and be oinding upon, the parties hereta, and their
respective heirs, executors, administrators, successors and assigns.
SECTION 23. FORCE MAJEURE
Lessee sha)7 not be 7iable for failure to perform any of its obligations here-
under during periods in which performance is prevented by any cause reasonably�beyond
Lessee's contro7, which causes hereinafter are called "force majeure". For purposes
of this agreement, the term "force majeure" sha71 include, but shall not be 7imited
to fires, floods, windstorms, and other damage from the e7ements, strikes, riots,
unavai7ability of transportation or necessary equipment, action of government
authority, 7itigation, acts of God and acts of �he pub7ic enemy. The period for
such performance and the duration of this lease sha71 be extended for a period equa]
to the period for which performance is suspended by reason for force majeure. Al7
periods of force majeure sha17 be deemed to begin at the time Lessee stops perform-
ance hereunder by reason of force majeure. Lessee sha17 notify Lessor of the be-
ginning and ending date of such period.
SECTION 24. DISPUTES NOT TO INTERRUPT OPERA7IONS
Subject to the above right of Lessor to terminate this lease, disputes or
d?fferences between the parties hereto shall not interrupt performance af this .lease
or the continuation of operations hereunder. In �he event of any dispute or differ-
ence, operations may be continued, and settlements and payments may be made hereunder
in the same manner as prior to such dispu�e or difference, until �he matters in dispu
haYe been finally determined between the parties, and thereupon such payments or
restitutions shal� be made as may be required under the terms of the settlement of
fina7 determination of the dispute.
SECTION 25. NOTICES
Any notice reauired or permitted to be given hereunder sha17 be deemed proper7y
. given upon delivering the same to the party to be notified, or upon mailing the
notice, by registered or certified mail, return receipt requested, to the party to
be notified, at the address hereinaf�er set forth, respectively, or such other
address ���ithin the United States of America as the party to be notified may have
dzsignated prior thereto by G��rit�en notice ta the other.
-24-
Lessor: City of Oshkosh
C� ±y Ha? 7
215 Church Avenue
P. 0. Box 1130
Oshkosh, Wisconsin 54901
Lessee: The Superior Oil Company with copy to The Superi�r Oil Company
P. 0. Box 1521 Minerals Division
Houston, Texas 77001 P. 0. Box 12487
Attention: Minerals Department Tucson, Arizona 85732
Routine or regular reports and statements hereunder may be sent by regular
rnail addressed as above. If, after the proper mailing thereof, any of such
reports and statements are not received when due, Lessor may so notify Lessee in
accordance with the above provisions for no�tice, and Lessee shall have a reasonable
tine to secure the de7ivery of the statement or report, or a dup7icate thereof,
without being in defau7t hereunder.
SECTION 26. CONSTRUCTION OF LEASE �
This lease, and the rights and obligations of the parties hereunder,
sha71 be governed by the laws of the State of Michigan.
Section headings in this 7ease agreemen�t are for convenience on7y, and sha17
not be considered a part of this agreement, or used in its interpretation.
Defined terms and words used in tiiis 7ease agreement are to be accorded the
defined meaning whenever they are used, whether or not capitalized.
SECTION 27. RECORDING
If requested by Lessee, the parties hereto shal7 execute a memorandum or
short recording counierpart of this lease, which counierpart shall be in a form
sufficient to constitute notice of this 7ease to third par�ties under the law of the
State of Michigan, but which counterpart shall not cor�tain the amounts or rates of
royalty hereunder, or other terms of this lease which either Lessor or Lessee may
elect not to disc�ose of record. The executio.n and recording of the above recording
counterpar-t shall not limit, decrease or increase or in any manner affect, any of
tf�e terms of this 7ease, or any riyhts, interests, or obligations of the parties here
In the eyen� of �he recording by Lessee, or its assignees, of �his Lease or the
said recording counterpart, Lessee shall, at the termination of this lease prepare
and execute a surrender of said lease or said recording counterpart ar both, in
form acceptable to Lessor, and caase the same to be recorded in the office of the
Register of Deeds in which said 7ease or recording counterpari has been recorded.
SECTIOI� 2�. G,lAIVER �
��o ��raiver by any party here�o of any breach hereof shall be va7id unless in
ti��riting signed by the party to be charged and no such �raiver shall be deemed a
_ 2 5_
0
4vaiver or any provision hereof or any subsequent breach hereof. This lease may
not be changed orally but only by an instrument in writing signed by the party
to be charged.
SECTION 29. EASEh1ENTS, RIGHTS-OF--Wr;Y, AND OTHER AGREEP�IENTS
This 7ease is a7so sul�ject to the rights of a77 7icensees, and to a77
easements for roads, fishing access sites, transmission lines, pipelines and
re7ay stations granted by the lessor or their predecessors in title prior to
the date of this 7ease.
SECTION 30. LESSER INTEREST: INITIAL RENTAL
In the event the minera7 interest owned by Lessor in the Premises is less
than the fu17 and undivided minera7 interest, the initial rental payable under
Paragraph Five (5) hereof shall be reduced to the proportion that the interest of
Lessor bears to the fu71 minera7 interest.
IN WITNESS WHEREOF, the parties hereto have executed this instrument this
day and year first above written.
t�Ji tnesses: Lessor•
,� �Li;; �t e,- f�i �,,�{,/�.-�( <) �'_-� BY:
�
; l
� ��� _ ,_ � � �
City of�Oshkosh
,� �.� ,;i
�� , .
',
�AEGER C y ana er�
�
, '
�
� ��' ��•C�- ,/1 ^ r �
CONIIERSE MARKS, City e k
Lessee: �
THE SUPERIOR OIL COMPANY
BY:
Vice President
-26-
ATTEST:
�
�
,
�xF�laiT �,�,�
Attached to and made a part of the Mining Lease dated
, 1975, between City of Oshkosh and
THE SUPERIOR OIL COMPANY.
An undivided Half (2) of an undivided 2651/27166th interest�
in the minerals and mining rights in and to the following described �
7ands and premises situated in the County of Gogebic and State of
P�1ichigan, to wit:
Lands in Township Forty-seven (47) North, Range
Forty-two (42) West, as fol7ows: ,
The South Half (SZ) of the Southwest Quarter
(SW4) of Section Eighteen (18):
The East Half (EZ) of Section Twenty (20):
The Northeast Quarter (NEQ) of the Northwest
Quarter (P�Wq) of Section Twenty (20):
The South Half (SZ) of the Northwest Quarter
(NW4) of Section Twenty (20):
The Norihwest Quarter (NW4) of the Southwest
Quarter (SWq) of Section Twenty (20):
The South Half (SZ) of the Southwest Quarter
(SW4} of Section Twenty (20):
The Southwest Quarter (S6J4) of the Northeast
Quarter (NE4) of Section Twenty-eight (28):
The Northwest Quarter (NW4) of Section
Twenty-eight (28):
The North�iest Quarter (NW4) of the Southwest
Quar�ter (S41n) of Section Twenty-eight (28):
The North Half (NZ) of Section Thirty (30):
The Sou�theasi Quarter (SEa) of Section Thirty (30):
The Entire Section Thirty-two (32):
Lands in Township Forty-seven (47) North, Range
Forty-three (43) utest, as folloG��s:
The Northeast Quarter (NEq) of Section Fourteen (14):
The North Half (Nz) of the Northeast Ouarter
(NE4) of Section Twenty-four (24):
The East Half (E'-Z} of the Northeast Quarter
(NE �) of Secti on Thi rty-tt�ro ( 32 ):
-27-
80.00 acres
320.00 acres
40.00 acres
80.00 acres
40.00 acres
80.00 acres
40.00 acres
160.00 acres
40.00 acres
32�.00 acres
160.00 acres
640.00 acres
16Q.00 acres
80.00 acres
80.00 acres
�i
STATE OF WISCONSIN
COUNTY OF
ACKNOWLEDGMENTS
ss:
On this day of _ __ ,, 1975, before me,appeared
Gordon Jaeger to me persona77y known, who, being by me du7y sworn (or affirmed7,
did say that he is the City Manager of the City of Oshkosh, a municipal
corporation of the State of Wisconsin, and that the seal affixed to the said
foregoing instrument is the corporate sea7 of said corporation, and that said �
instrument was signed and sealed in behalf of said corporation pursuant to
authority granted by its charter, and said Gordon Jaeger acknowledges the
execution of the said instrument as the free act and deed of the corporation.
My commission expires:
STATE OF
COUNTY OF
otary Public in and for
County
ss:
On this _ _ day of __ _, 1975, before me appeared
to me personal7y known, who, being by me du7y sworn
(or affirmed), did say that he is the Vice President of THE SUPERIOR OIL COMPANY,
a corporation, and that ihe sea7 affixed to �the said foregoing instrument is the
corporate sea7 of said corporation, and that said instrument was signed and sea7ed
in beha�f of said corporation by authority of its Board of Directors, and said
acknow7edges the execution of the said instrument
as the free act and deed of the corporation.
tiy cor�mi ss i on expi res :
:
Notary Public in and for
County
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