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When
Recorded Return To: Michael J. Pearce ((602) 277-2195 Well Protection Program Master Agreement FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is
hereby acknowledged, ROSEMONT
COPPER COMPANY, an Arizona corporation, does this 1st day
of December 2009 enter into this Well
Protection Program Master Agreement ("Master
Agreement") and agrees to fund, administer and provide the well
protection program herein described for assistance to certain water well
owners in Pima County, Arizona, as set forth in this Master Agreement. 1. Purpose of this Master Agreement
1.1. Rosemont Copper Company ("Rosemont") is a subsidiary of
Augusta Resource Corporation.
Rosemont owns the fee land and mineral rights associated
with the Rosemont Mine in the 1.2.
Rosemont has purchased or is in the process of purchasing parcels of
land in the
Tucson AMA, upon which Rosemont will construct and operate water production wells (the "Rosemont Wells") in
accordance with a Mineral
Extraction and Metallurgical Processing Permit issued by the Arizona
Department of Water Resources ("ADWR"). The legal descriptions of these parcels (the "Rosemont Well
Properties") are set forth in
Exhibit A to this Master Agreement. 1.3.
Production of water from the Rosemont Well Properties may affect water levels
in the local area surrounding the Rosemont Well Properties. To address
concerns about the influence of the Rosemont Wells on neighboring
wells (within the area shown on Exhibit B to this Master Agreement),
Rosemont desires to enter into this Well Protection Program with
neighboring well owners.
1.4.
The Well Protection Program shall consist of three
complementary components:
(1) Basic Well Survey, Analysis and Preventative Maintenance; (2) Well pump insurance; and (3) Well repair,
deepening and replacement. These
programs are described more fully herein. 1.5. By executing the Well Owner Agreement (Exhibit C
to this Master Agreement),
owners of neighboring wells that are invited to participate in this
program shall be entitled to receive the protections offered by this Master Agreement, including the Basic Well Survey and
Analysis Program
as provided in Paragraph 4, the Pump Insurance program as provided
in Paragraph 5, and the Well Repair, Deepening and Replacement protections as provided in Paragraph 6, as well as all other rights,
remedies and protections afforded by that Master Agreement to the Well Owner (as defined below). In return, these Well Owners
agree to waive
all claims for damages, or other remedies at law or in equity, against
Rosemont, its parent corporations and subsidiaries, and against all Rosemont Employees, for damage to or interference
with Well Owner's ability
to access groundwater with the Tucson Active Management Area, including,
but not limited to, lowering of groundwater elevations, interference with wells, pumps, delivery and storage
systems and other infrastructure related to well owner's withdrawal of
groundwater, or any other interference with or impact to the well
owner's water production facilities. 2.
Intended Beneficiaries 2.1. The intended beneficiaries of this Well Protection Program and this Master
Agreement (the "Well Owners") are the owners of residential water
wells that are properly registered with ADWR, are within the Well
Protection Zone (as defined herein), have been invited to participate
in this Well Protection Program by Rosemont, and have properly
executed the Well
Owner Agreement. The invitation to participate will be by letter from
the United Sahuarita Well Owners to the individual Well Owners, and shall specify the deadline by which the Well Owners
must elect to participate, if they choose to do so. If not accepted by
the deadline, the invitation
to participate shall expire, to be no later than 2.2. A list of the intended beneficiaries and the protected registered
wells (the "Qualified
Wells") that have accepted the invitation to participate is attached
to this Master Agreement as Exhibit D to this Master Agreement.
This list may be supplemented from time to time by a
recorded document executed by Rosemont specifically referencing this
Master Agreement and updating
the list of Well Owners and/or the Qualified Wells by incorporation
of a revised Exhibit D. No such updating shall have the effect of limiting or excluding any Well Owner from the
benefits of this Master
Agreement if that Well Owner has executed a Well Protection Program
Agreement before such update is recorded. 2.3.
Well owners and groundwater users outside the Well Protection Zone,
and those
within the Well Protection Zone that have chosen not to enter into this Master Agreement with Rosemont, and owners of future
wells (except as
provided in Paragraph 7 of this Master Agreement) are not
beneficiaries of
this Master Agreement. There are no other third party beneficiaries to
this Master Agreement, and the protections offered here do
not apply to anyone outside the
intended beneficiaries. 2.4.
To be a beneficiary of this Master Agreement, the well owner must execute
and deliver to Rosemont a properly signed Well Protection Agreement
in the form attached hereto as Exhibit C. Upon receipt and recordation
of such signed Well Protection Agreement, which recordation will
be undertaken at the sole cost and expense of Rosemont promptly upon
receipt, the well owner shall become an intended beneficiary of this Master
Agreement, and entitled to all of the benefits conferred, and entitled
to enforce this Master Agreement against Rosemont in any manner
allowed by law. 3.
Hydrologic Model and Well Protection Zone 3.1. Rosemont intends by this Master Agreement to provide
well protection to those
Well Owners that are within an area reasonably determined to be subject
to possible influence by the operation of the Rosemont Wells and may need well repair, deepening or replacement as a direct
and proximate result
of the Rosemont Well operation. Rosemont is not responsible for water
level declines caused by other groundwater users in the area, and does
not intend to offer protection for such water level declines. The protection
offered here is solely for water level declines and other forms of well
influence caused by the operation of the Rosemont Wells. 3.2.
To determine the area in which the Rosemont Wells may have influence,
Rosemont commissioned Montgomery & Associates
("Montgomery") to prepare a hydrologic study based on a computer numeric
groundwater model
(the "2009 Groundwater Model"). That study is now completed and
has been subject to review by representatives of the Well Owners. The 2009 Groundwater Model allows 3.3.
By entering into a Well Protection Program Agreement, each Well Owner thereby agrees that the 2009 Groundwater Model is an
acceptable model of
the groundwater aquifer in the area of the Rosemont Wells and is capable
of predicting the influence of the Rosemont Wells operations on
neighboring wells. 3.4. The Well Protection Zone is that area depicted on the map attached hereto as Exhibit B. The 2009 Groundwater Model and this map may be updated from time to time by a recorded document executed by Rosemont and specifically referencing this Master Agreement and updating Exhibit B, but no such updating
shall have the effect of limiting or excluding any Well
Owner from the benefits of this Master Agreement if that Well Owner
has executed a Well Protection Program Agreement before such update is
recorded. 4.
Basic Well Survey,
Analysis, and Preventative
Maintenance Program 4.1.
Rosemont shall provide to each Well Owner a Basic Well Survey, Analysis,
and Preventative Maintenance Program (Well 4.2.
Upon the Federal Authorization Date as defined in Paragraph 4.1 above,
Rosemont shall begin scheduling the
Well S&As. The program shall be administered in phases, commencing
with Qualified Wells within a one-quarter mile radius of the nearest
Rosemont well located on a Rosemont Well Property. The area within this radius is depicted on Exhibit B. Rosemont
shall notify each Well Owner of a Qualified Well within this one-quarter
mile radius of the proposed scheduling of the Well S&A and offer
proposed dates for same. When the Well Owner and Rosemont agree on a date, Rosemont shall, at Rosemont's sole cost and expense, and
in cooperation with the Well
Owner, cause a licensed well driller to conduct the Well
S&A. 4.3. For purposes of this Agreement, Rosemont shall
enter into agreements with
two or more licensed well drillers (Well Driller(s)) that are licensed
in the State of Arizona to construct water wells and shall, before the
Federal Authorization Date,
attempt in good faith to enter into such agreements
with any well driller preferred by a Well Owner. A Well Owner
may choose the Well Driller from among those that have such agreements
in place with Rosemont or, if the Well Owner has no preference, Rosemont shall select the Well Driller. 4.4.
The Well S&A shall consist of the Well Driller removing the pump
from the Qualified Well, taking a video recording of the well
bore, determining the total well
depth, pump setting, perforated intervals of the well casing and
current water level. The condition of the pumping equipment and above
ground well related equipment shall also be noted. 4.5. By the one year
anniversary of the Federal Authorization Date, Rosemont shall have completed the Well S&As for all wells within
the first quarter-mile radius described above (and depicted in Exhibit
B) and shall then extend
the Well S&As to each Qualified Well located within a one-quarter mile
to one-half mile radius of the nearest Rosemont Well on a Rosemont Well Property. Similarly, on the second year anniversary of
Federal Authorization
Date, Rosemont shall have completed the Well S&As for the
second radius, and shall commence the Well S&As for the remaining Qualified Wells. The final Well S&As shall be
completed by the third anniversary
of the Federal Authorization Date. 4.6. During the period when Well S&As are occurring,
Rosemont shall also engage
in a Preventative Maintenance Program. If Well Influence on a
Qualified Well is predicted based on the 2009 Groundwater Model, or if
issues with
the pump and pump related equipment are identified in the Well
S&A, Rosemont shall schedule any such Qualified Well for priority replacement
or repair with the intention that, for any Qualified Well that will
experience water production problems within the next five years, a schedule
for pump replacement (as described in Paragraph 5 below) or Well
Repair, Deepening or Replacement (as described in Paragraph 6 below) shall be determined by Rosemont selecting those wells most at potential
risk for priority repair. The repair work shall be commenced in accordance
with the 5.
Well Pump Insurance Program 5.1.
Rosemont shall provide to each Well Owner a policy of insurance, the premiums
for which shall be timely paid in full by Rosemont throughout the term of this Master Agreement, providing indemnity
coverage against the
failure of the water production pump and the pump column pipe, any electrical
equipment directly connected to and functioning as the power source for the pump, the pump motor, the cable within the
well bore, the column
pipe, and the above ground items such as the sanitary seal (if disturbed
by the repair), the bladder or hydropneumatic tank and miscellaneous above ground piping in the vicinity of the
well head, as those
components are generally understood (the "Pump Insurance").
Any repair
shall include the cost of both labor and materials, and applicable
taxes if any. The protection offered by the Pump Insurance shall not include the well casing, unless (and only to the extent)
that such casing is destroyed or
rendered unusable by the pump repair. 5.2.
Rosemont shall provide the Pump Insurance to each Well Owner for each Qualified
Well listed on Exhibit D (as updated from time to time, but not
updated to exclude any previously
protected Well Owner) from the date upon which the Well Owner
submits a properly executed Well Protection Agreement
until the termination of this Master Agreement as defined in Paragraph
10 below. By executing and delivering to Rosemont the Well Protection Agreement, Well Owner agrees that Well Owner has
reviewed the
terms of the Pump Insurance and finds it to be acceptable under the terms
of this Master Agreement. 5.3. The Pump Insurance shall be available to the Well
Owner for the protection
of the Qualified Well regardless of the cause of the pump failure,
excepting only repetitive abuse, gross neglect or willful damage by
the Well Owner. Without limiting the generality of the foregoing, such
Pump
Insurance shall be available whether or not the operation of the
Rosemont Wells caused or contributed to the failure of the pump or any
component covered by the Pump
Insurance. 5.4.
Rosemont shall, upon delivery of the executed Well Protection Program Agreement by each Well Owner, provide written materials and
instructions to that Well Owner
on the terms of the Pump Insurance policy and
the manner in which the Well Owner can make a claim of loss to the insurance
provider. Rosemont shall keep such materials up to date, and shall
from time to time, as necessary, distribute new and updated materials to
the Well Owners, but no such updates shall materially diminish the protections
guaranteed by this Master Agreement. 5.5.
The Pump Insurance shall become effective to the Well Owner
upon the Well
Owner submitting the signed Well Protection Agreement (Exhibit C) to Rosemont and shall continue until the termination of
this Master Agreement,
as provided in paragraph 10 below. 6.
Well
Repair, Deepening and Replacement Program 6.1. Commencing on the Federal Authorization Date and
continuing through the
term of this Master Agreement, Rosemont shall offer to each Well Owner
for each Qualified Well a program for repair, deepening or replacement of the Qualified Well for well failure (other
than pump failure as
covered by the Pump Insurance) caused by Rosemont's operation of the Rosemont
Wells. 6.2. Rosemont shall use the 2009 Groundwater Model (as
updated in accordance
with this Master Agreement) to predict influence of the operation
of the Rosemont Wells on the Qualified Wells ("Well Influence"). For purposes of this Master Agreement,
Well Influence shall mean
that the water level is expected to drop to within 50 feet of the bottom
of the perforated and functioning capacity of the Qualified Well, or within 50 feet of where the pump is currently set in
the Qualified Well. If the 2009 Groundwater Model predicts Well
Influence on a Qualified Well that
would cause a reasonably prudent well owner to take preventative steps
to insure uninterrupted well service over the next two years, or
sooner, Rosemont shall contact the Well Owner to discuss well repair, well
deepening or well replacement options for the Qualified Well.
6.3.
In the event that a Well Owner experiences an unanticipated
problem with 6.4. If a problem occurs, whether anticipated under
Paragraph 6.2 or unanticipated
under Paragraph 6.3, Well Owner shall grant Rosemont access
to the well to perform such tests, and make such inspections of the well, as may be reasonably necessary to evaluate the
options for well repair,
deepening or replacement. This may include measuring the actual depth
to water in the well, and depth of the well and pump, to determine if reported
data are accurate. After such inspection, the Well Owner and Rosemont
shall meet and confer to determine a suitable option. If, upon discussions
with Rosemont, the Well Owner and Rosemont jointly decide to
pursue a selected option for repair, Rosemont shall promptly, at its
sole cost and expense,
implement the repairs, deepening or replacement of the well
in the manner agreed upon. If the parties cannot agree, Rosemont shall
offer a written proposal of how Rosemont thinks that the situation should
be addressed. The Well Owner may accept such written proposal or
contest it. If contested, the matter shall proceed to arbitration as
set forth below in this Agreement. If the final determination
of such contest is that the written
proposal by Rosemont was a proper manner of performance
by Rosemont of the terms of this Master Agreement, Rosemont
shall still be responsible for the cost of the repair as set forth in the
written proposal, but shall not be responsible or liable for any additional
costs, including delay, litigation or alternative dispute resolution costs,
or consequential damages. If contested and the final determination of
such contest is that Rosemont did not meet its obligations under this Master
Agreement, Rosemont shall be responsible for the cost of the necessary
remedial actions, together with all associated costs that may be allowed
by law. 6.5. Some Qualified Wells within the Well Protection Zone may have unknown
or inaccurate data on the depth of the well, the depth of perforated
casing, the actual depth to water, or the depth of the pump. In cases
where Rosemont reasonably believes that such information is inaccurate
or missing, the Well Owner agrees to allow Rosemont reasonable access to the well, at a mutually convenient time, to inspect
the well and take such
measurements as are reasonably necessary to acquire the
missing information. Rosemont shall notify the Well Owner of the need
to collect such data, and the Well Owner and Rosemont shall cooperate
to allow such testing to occur 6.6.
If a well is to be replaced or deepened under this Paragraph, the work
shall be
performed, and the well replaced or deepened to the standards set
forth in Paragraph 7.3(ii) below. 7.
Replacement of Qualified Wells by Well Owner and New
Qualified Wells 7.1.
In the event that a Well Owner elects to replace a Qualified Well with
a new well
(or a replacement well in the same location), such Well Owner may notify Rosemont of the replacement. The new well shall,
if it meets the
standards of this paragraph, be substituted for the old well and thereafter
entitled to the protections afforded by this Master Agreement, provided that the old well is properly abandoned in
accordance with applicable
law and the new well is constructed to the standards set forth in Paragraph
7.3 below. 7.2.
If a landowner within the Well Protection Zone as determined by the
2009 Groundwater Model does not yet have a Qualified Well in place,
but can demonstrate
to Rosemont's reasonable satisfaction that the landowner has made a substantial capital investment in the
landowner's property with the expectation of constructing an exempt water well (as defined by A.R.S. §
45-455) for purposes of developing that property, the landowner may become
a Well Owner and the well a Qualified Well within the meaning of this Master Agreement, upon Rosemont's written consent,
which shall not
be unreasonably withheld. To qualify for this status, the well must actually
be constructed and registered within 2 years from the date of recording this Master Agreement, and must be constructed
to the standards specified in
this paragraph. 7.3.
To qualify for protection as a Qualified Well under this Master Agreement,
a new well authorized by this Master Agreement must meet the following minimum standards: (i) it must be
constructed by a licensed well driller in compliance with all applicable federal, state and local
laws and
properly registered with ADWR; (ii) it must be constructed with a minimum
of 5" casing and screened to capture water at least 100 feet below
the predicted ambient water level 20 years after commencement of Rosemont's
well production at the location of the new well as determined by
the 2009 Groundwater Model; (iii) it must be constructed with reasonable
care and of materials commonly used by reputable well drillers
operating in Pima County. 8.
Arbitration 8.1. In the event that
a dispute arises under this Agreement, including with respect
to a disagreement between a Well Owner and Rosemont over the correct means by which to repair, replace or deepen a well,
the parties agree to arbitrate
the matter. If a Well Owner contests the proposal by Rosemont for well repair, replacement or deepening under Paragraph 6.4 of
this agreement, or (after the notice and cure provisions expressed in Paragraph
13.4 below for any other dispute) either Rosemont or a Well Owner
has another type of dispute under this Agreement, the party making such
claim shall notify the other party of such contest or dispute in
writing and shall request arbitration. The contest or dispute will
thereafter be determined by the American Arbitration Association ("AAA") in accordance
with its procedures for Construction Arbitration as set forth in its
website, 8.2.
If a Well Owner requests arbitration, the request for arbitration
shall include
payment of 'A of the Initial Filing Fee for Arbitration as set forth on the then current AAA website. Upon receipt of
notice, Rosemont shall, within 10 business days, contact AAA and request that a case file be opened
for Arbitration, and shall pay Rosemont's 'A of the Initial Filing Fee. Thereafter, the two parties shall split all
applicable AAA arbitration fees,
'A to each respective party. The arbitrator may elect to order reimbursement
of such fees to either side as part of the arbitration. If Rosemont
requests arbitration, Rosemont shall pay all arbitration fees, subject
to reimbursement by the decision of the arbitrator. Unless the matter
is settled, it shall proceed with diligence to a final decision of the
arbitrator. 8.3.
Rosemont and the Well Owner may elect to adopt, by mutual agreement, another
form of dispute resolution, including self appointed arbitrators or any
other agreeable means of determining the dispute. If the matter
proceeds to arbitration by the American Arbitration Association, the arbitration
decision shall be binding. 9.
Emergency Water Supply and Water Storage Tank Program 9.1.
In the event that any difficulty with a Qualified Well results in an
outage of
water for more than 24 consecutive hours, Rosemont shall arrange a temporary water supply to replace the Qualified Well's
production capacity
until the matter can be resolved. Such temporary water supply may
include a portable water tank, to be filled and refilled by Rosemont
as necessary, to maintain the water supply for those
normally dependent on the
Qualified Well's water production. 9.2.
After the Federal Authorization Date as defined in Paragraph 4.1
above, Rosemont
shall begin offering a water tank installation program as described in
this Paragraph to those Qualified Wells where the circumstances
indicate that Well Influence may limit the availability of water
to the point where additional water storage capacity may be required.
For these Qualified Wells, Rosemont shall offer the Well Owners the option of installing a water storage tank on the
Well Owner's property
to provide additional security to the Well Owner's water supply. If
the Well Owner elects to accept Rosemont's offer, Rosemont shall promptly, at Rosemont's sole cost and expense, and in
cooperation with the
Well Owner, cause to be constructed a potable water storage tank on the
Well Owner's property, and cause same to be connected to the Qualified Well and its distribution system,
so that the water storage tank can
provide suitable on-site water storage for each single family
residence connected to the Qualified Well. All such work shall
be done in a workmanlike manner, by qualified personnel, and the work
and materials shall meet all standards generally applicable to
residential water wells in 10.
Term of this Master Agreement 10.1. This Master
Agreement shall commence upon the date that the first Well Protection
Agreement is properly executed and delivered to Rosemont from a
Well Owner for a Qualified Well. 10.2. This Master Agreement may be terminated by Rosemont on 10.3.
If the Federal Authorization Date occurs before December 31, 2014 (or before
December 31, 2019, if Rosemont extends the agreement pursuant to the
Paragraph 10.2 above), Rosemont shall no longer have the option to terminate
this Master Agreement pursuant to Paragraph 10.2 above, and this
Master Agreement shall terminate on December 31st of the 5th
year after the calendar year in which Rosemont begins mine
closure of the Rosemont Mine, as the term "mine closure" is
defined and controlled by, and in
accordance with, the Mine Plan of Operation on file with the United States
Forest Service, or the Mine Reclamation Plan approved by the Arizona
State Mine Inspector, whichever is later. Rosemont shall notify all
Well Owners in writing of the date Rosemont begins the mine closure, and
shall specify the year in which, as of December 31st of
that year, this Agreement will terminate. 10.4.
Whether the termination of this Master Agreement occurs before or
after the
Federal Authorization Date, Rosemont shall notify all Well Owners of the
termination date (the "Termination Date"). 10.5.
A claim for protection under this Master Agreement must be made in writing
and delivered to Rosemont before the Termination Date. After the Termination Date, Rosemont's obligations under this Master
Agreement shall
be limited to the settlement of claims made before the Termination Date,
and Rosemont shall not be responsible for any claims made thereafter. The Pump Insurance shall be paid through
December 31st of the year of Termination Date year and
shall thereafter expire. Any claim for
Pump Insurance must be made in accordance with the terms of the
applicable Pump Insurance policy prior to the Termination Date. 11.
Security for Rosemont Performance 11.1.
Rosemont agrees that its right to extract groundwater from the
Rosemont Well Properties shall serve as security for Rosemont's
performance under this Master
Agreement. In the event that Rosemont fails to perform its obligations
under this Master Agreement, any Well Owner may, after complying with
the dispute resolution provisions set out in this Master Agreement,
seek temporary or permanent injunctive relief from a court of competent
jurisdiction compelling Rosemont to cease water production from these
sites until the breach of this Master Agreement has been cured by
Rosemont. 12.
Transfer or Abandonment of Wells After Mine Closure 12.1. Within one year after mine closure, as that term is defined in
Paragraph 10.2
above, Rosemont shall make an election on the future existence of the water
production wells located on the Rosemont Well Properties. Such election
shall be made in accordance with this Paragraph. 12.2.
In the event that a water cooperative, public service corporation,
special water
district or a municipal provider ("Public Water System") is
in existence and validly providing, or is prepared to provide upon
normal terms and conditions, municipal water service to
lands within the Well Protection Zone, Rosemont shall offer to
transfer the water production wells
located on the Rosemont Well Properties to the Public Water System,
together with a one acre well site surrounding the well, and access to the well site, as reasonably necessary across Rosemont
Well Properties. If
the Public Water System accepts the offer of transfer, Rosemont shall prepare
the necessary well registration conveyance forms, deeds and easements necessary to accomplish the transfer. The
transfer shall be without any permit to operate the well for municipal
provider purposes, or any
associated groundwater withdrawal right for operation of the wells. Such
permits and withdrawal rights shall be the exclusive responsibility of
the transferee Public Water
System to obtain and maintain. 12.3.
In the event that there is no Public Water System for the Well
Protection Zone, or the Public Water System declines to accept the
wells, Rosemont shall
cause all water production wells on the Rosemont Well Properties to be fully abandoned in accordance with applicable law. 12.4.
Upon transfer or abandonment of the wells on the Rosemont Well Properties,
and upon reaching the Termination Date of this Master Agreement, Rosemont shall be entitled to cause a Notice of
Termination of
this Master Agreement to be recorded in the Pima County Recorder's Office,
specifying that this Master Agreement has ended, and is no longer an encumbrance on the Rosemont Well Properties. 13.
Miscellaneous 13.1.
Definition of "Rosemont." For purposes of this Master
Agreement, the term
"Rosemont" shall mean Rosemont Copper Company, as it
currently exists, and any successor corporation or entity
that owns, operates, or has authority to operate, water production wells on the Rosemont Well Properties
for the purpose of conducting mineral extraction and metallurgical processing at the Rosemont Mine.
"Rosemont" shall not include
a successor in interest to the Rosemont Well Properties that is not using
water for mineral extraction and metallurgical processing at the Rosemont
Mine. 13.2.
Definition of " 13.3. Contact
Information. Rosemont may be contacted at the following address: Mr.
Jamie Sturgess (303) 300-0138 Rosemont
may update this contact information at any time, upon written notification to the Well Owners, which notification shall
take effect at the time
specified in this paragraph. Rosemont shall promptly notify Well Owners
of any change of contact information. The Well Owner may be contacted at the contact information included in the
executed Well Protection
Agreement. The Well Owner may update this information at any
time, upon written notification to Rosemont, which shall take effect
at the time
specified in this subparagraph. Well Owner shall promptly notify Rosemont of any change of contact information, and
Rosemont shall not be responsible for any delay caused by outdated
contact information
of Well Owner. If the change of contact information is caused by or involves a sale or conveyance of the
Qualified Well, such notice
must contain a copy of a Change of Well Information Form properly
filed with the Arizona Department of Water Resources evidencing the sale or conveyance of the Qualified Well to the new Well
Owner. Any notification under this Master Agreement shall be deemed complete
ten business days after it is postmarked if mailed by United States first class or priority mail, postage prepaid.
Notification shall be deemed complete upon the date of delivery if
delivered by a reputable national
carrier such as 13.4.
This Master Agreement is to be administered and construed under the
laws of the
State of 13.5.
By entering into this Master Agreement, through execution and delivery
of the Well Protection Agreement to Rosemont, Well Owner agrees to be bound
by the terms herein, and the terms of the Well Protection Agreement, including the terms of the Well Protection Agreement waiving any
claims against Rosemont as specified in the Well Protection Agreement. By executing this Master Agreement, Rosemont
agrees to be bound by its terms, and by the terms of the Well
Protection Agreement, as to any
Well Owner that properly executes and delivers the Well Protection Agreement to Rosemont. For purposes of this Master Agreement,
"proper execution and
delivery" shall mean that the Well Protection Agreement is
duly executed and
acknowledged by the correct Well Owner of the Qualified Well and delivered to Rosemont at
Rosemont's contact information,
that the Qualified Well is within the Well Protection Zone, and
that the Well Owner has due authority to act on behalf of all who may have
an interest in the Qualified Well. IN WITNESS WHEREOF Rosemont Copper Company has duly executed, acknowledged
and delivered this Master Well Protection Agreement to the Well
Owners, together
with a signature ready copy of the Well Protection Agreement for all
known Well
Owners that have indicated interest in participating in the Well
Protection Program. By properly
executing and delivering the Well Protection Agreement to Rosemont,
the Well Owner so delivering shall be deemed to have executed this
Agreement and shall be entitled to all benefits, and be bound by all
terms, contained herein. On_________________________________________________________
20
, Rosemont shall record this Master Agreement in the office of the
Pima County Recorder. Executed
this 1st day
of December 2009.
The
foregoing document was acknowledged before me by JO
0(11 .5-0.k.
EXHIBIT
A ROSEMONT SANRITA EAST The South 723.30
feet of the East Half of the Northeast Quarter of Section 21, Township 17 South, Range 14 East, GSRBM, Pima County,
Arizona, excepting therefrom the East 40.00 feet and the South 45.00
feet therof. SANRITA SOUTH The East Half of
the Southwest Quarter of the Southeast Quarter of Section 29, Township 17 South, Range 14 East, GSRBM, SANRITA WEST The South Half of the
Northwest Quarter of Section 17, Township 17 South, Range 14 East, GSRBM,
EXHIBIT
B EXHIBIT
C When
Recorded Return To: Michael J. Pearce Maguire & Pearce PLLC (602)
277-2195 Well Protection Program Well
Owner Agreement FOR
VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged,
ROSEMONT
COPPER COMPANY, an
Arizona corporation, does hereby
agree to fund, administer and provide well protection assistance to
that certain water well, registered with the Arizona Department of
Water Resources (ADWR) as Well
No. 55-__________________________
located on certain real
property in Pima County,
The real
property above described is currently owned by___________________________ This Well Protection Program
Well Owner Agreement (Well Owner Agreement) incorporates by reference
that certain Well Protection Program Master Agreement, which is executed
by Rosemont Copper Company (Rosemont) and recorded at By
executing this Well Owner Agreement, Rosemont agrees to be bound to the
Well Owner and the Well Owner's successors in interest to perform the
terms and carry out the
obligations
of the Well Protection Program Master Agreement until termination of
that Agreement, or termination of
this Well Owner Agreement (according to the terms of the Well Protection
Program Master Agreement). By
executing this Well Owner Agreement, Well Owner shall be entitled to
receive the protections offered by
the Well Protection Master Agreement, including the Well Analysis,
Survey and Preventative Maintenance Program provided in Paragraph 4 of
that Master Agreement, the Pump Insurance program as provided in
Paragraph 5 of that Master Agreement,
and the Well Repair, Deepening and Replacement protections as provided
in Paragraph 6 of that Master Agreement, as well as all other rights,
remedies and protections afforded by that Master Agreement to the Well Owner. In
return, Well Owner agrees to
waive all claims for damages, or other remedies at law or in equity, against
Rosemont, its parent corporations and subsidiaries, and against all
Rosemont Employees, for damage
to or interference with Well Owner's ability to access groundwater
with the Tucson Active Management Area, including, but not limited to, lowering
of groundwater elevations, interference with wells, pumps, delivery and
storage systems and other
infrastructure related to Well Owner's withdrawal of groundwater, or any
other interference with or impact to Well Owner's water production
facilities. Well
Owner represents and warrants that the person(s) signing below have
authority to act on behalf of Well
Owner and on behalf of the Qualified Well, and all persons that have
an interest in the Qualified Well, for purposes of entering into this
Well Owner Agreement. IN
WITNESS WHEREOF Rosemont
Copper Company and Well Owner have mutually and
duly executed, acknowledged and delivered this Well Owner Agreement, and
the same may be recorded by Rosemont in the office of the Pima County
Recorder. Executed
this_______ day of_______________
, 20___ . By:____________________________________________
Its: Well
Owner By:_____________________________________________ Its
State
of County
of Pima )
The
foregoing document was acknowledged before me by ____________
, 20__ . 
 Notary PublicMy
Commission Expires: _____________________
State
of )
ss.
My
Commission Expires: _____________________
EXHIBIT
D
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