HomeMy WebLinkAbout978117ASSIGNMENT AND BILL OF SALE
(LINCOLN COUNTY, WYOMING)
This assignment and bill of sale (the "Assignment is dated July 1, 2014, and is between QEP
FIELD SERVICES COMPANY, a Delaware corporation, as successor by name change to Questar Gas
Management Company, "Assignor and GREEN RIVER PROCESSING, LLC, a Delaware limited liability
company, 1050 17 Street Suite 800, Denver, CO, 80265 "Assignee
RECITALS
Assignor owns natural gas and fractionation plants located in Sweetwater and Uinta Counties,
Wyoming, and assets, properties, rights and interests related to these facilities in Lincoln, Sweetwater
and Uinta Counties, Wyoming. Assignee is a wholly -owned subsidiary of Assignor. Assignor desires to
assign these facilities to Assignee.
AGREEMENT
The parties therefore agree as follows:
1. Definitions. For purposes of this agreement, the following definitions apply:
"Assigned Assets" means the Contracts, Facilities, Permits, Plants, Personal Property and
Property Agreements.
"Business" means the processing and fractionation of natural gas and related services provided
by QEPFS and associated with the Plants in Wyoming.
"Contracts" means the contracts of QEPFS that are used in the conduct of the Business,
contracts used in the ownership, operation, maintenance, repair or replacement of the processing
assets and the processing and fractionation, purchase and sale, and marketing of natural gas and NGLs,
master service agreements, construction contracts and office leases, including the specific assets listed
on exhibit A.
"Effective Date" means July 1, 2014.
"Facilities" means the facilities, fixtures, compressors, pipes, pipeline interconnect facilities,
storage tanks, rail loading facilities and appurtenant machinery, equipment and facilities owned, leased
or used by QEPFS in connection with the Business, including the specific assets listed on exhibit B.
"Permits" means permits, licenses and authorizations of governmental entities used by QEPFS in
the Business, or in the ownership, operation, maintenance, repair or replacement of the Facilities,
including environmental permits.
"Personal Property" means (1) all spare parts, supplies, and other inventory held by QEPFS for
future use in the Business; (2) all furniture, tools, motor vehicles, machinery and equipment (to the
extent not included in Facilities) and other tangible personal property of QEPFS that are used in the
conduct of the Business; (3) all unexpired warranties, claims, rights, or causes of action that QEPFS may
have against third parties that relate to the processing assets, Facilities, Permits, Property Agreements,
Contracts or the Business; and (4) all computer or communications software or intellectual property
(including tapes, data and program documentation and all tangible manifestations and technical
information relating thereto) owned, licensed or used by QEPFS in relation to the Business.
978117 8/25/2014 11:10 AM
LINCOLN COUNTY FEES: $27.00 PAGE 1 OF 6
BOOK: 838 PAGE: 368 ASSIGNMENT
)EANNE WAGNER LINCOLN COUNTY CLERK
1 IIIIII1 IIIIII IIII III II 11111 II II 1 III 11111 IIIII IIIII IIIII HIII 111111 I III IIII IIII
"Plants" means the Blacks Fork Processing Complex and Emigrant Trail Processing Plant
"Property Agreements" means (1) the easements, rights -of -way agreements, option
agreements, use agreements and similar type land- related agreements of QEPFS that are used in the
Business or in connection with the ownership, operation, maintenance, repair or replacement of the
processing assets; (2) fee interests in real property owned by QEPFS relating to the processing assets; (3)
leases and other similar interests covering real property that are owned or held by QEPFS and used in
the conduct of the Business or in the ownership, operation, maintenance, repair or replacement of the
processing assets, including the agreements listed on exhibit C.
2. Transfer, Sale and Assignment by Assignor. Assignor hereby sells, conveys, grants,
assigns, transfers, and delivers to Assignee all of Assignor's rights, title, and interests in and to Facilities,
Personal Property and Plants.
3. Assignment and Assumption of Contracts, Permits, and Property Agreements. Assignor
hereby grants, transfers, assigns, and delivers to Assignee all of Assignor's rights, title, and interests in,
under, and to the. Contracts, Permits, and Property Agreements (the "Assigned Agreements Assignee
hereby accepts the grant, transfer and assignment of Assignor's rights, title, and interests in, under, and
to the Assigned Agreements and assumes and agrees to perform and fulfill all of the duties and
obligations of Assignor under the Assigned Agreements arising from and after the Effective Date.
4. Conveyance. This Assignment shall not convey any of Assignor's rights, title or interests
in any property or assets of Assignor other than the Assigned Assets.
5. Condition. Except for (a) the representations and warranties expressly set forth
herein, and (b) third -party warranties and guaranties transferred to Assignee herewith, Assignee
accepts the Facilities and Personal Property "AS IS," "WHERE IS," "WITH ALL FAULTS," and without
any warranties, representations or guarantees, either express or implied, of any kind, nature, or type
whatsoever, including, but not limited to, any warranty as to the fitness for a particular purpose or
merchantability.
6. Representations and Warranties. As of the Effective Date, Assignor represents and
warrants to Assignee as follows:
(a) Assignor is the owner or lessee of the Facilities and Personal Property, free and
clear of all liens and encumbrances, other than: (1) liens for taxes not yet due or for taxes being
contested in good faith by appropriate proceedings so long as the proceedings do not involve a material
risk of the sale, forfeiture, loss or restriction on the use of the Facilities and Personal Property or any
part thereof; (2) suppliers', vendors', mechanics', workman's, repairman's, employees' or other like liens
arising in the ordinary course of business for work or service performed or materials furnished in
connection with the Facilities and Personal Property for amounts the payment of which is either not yet
delinquent or is being contested in good faith by appropriate proceedings so long as the proceedings do
not involve a material risk of the sale, forfeiture, loss or restriction on use of the Facilities and Personal
Property or any part thereof, and (3) rights of owners (and any encumbrances granted by the owners) of
properties constituting servient estates to rights granted under Property Agreements, as well as the
benefits or burdens of easements, rights of way, use rights, exceptions, encroachments, reservations,
restrictions, conditions or limitations, provided that in each case these do not interfere with or impair in
any material respect the operation or use of the Facilities and Personal Property or any right or interest
therein.
(b) Assignor has the full right, power and authority to transfer and deliver to
Assignee its right, title, and interest in the Assigned Assets.
2
(c) Each of the Assigned Agreements is in full force and effect, and Assignor has
performed all of the obligations required to be performed by it, is entitled to all of the benefits under,
and is not in material default in respect of, any of the Assigned Agreements.
7. Successors and Assigns. This Assignment shall inure to the benefit of and be binding
upon the respective successors and permitted assigns of the parties.
8. General Provisions.
(a) Each party shall, whenever and as often as requested by the other party,
execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, further
instruments and documents as may be necessary in order to complete and evidence the assignment,
conveyance, transfer, and assumption herein provided and to do all things as may be reasonably
requested by the other party in order to carry out the intent and purpose of this Assignment.
(b) If any provision herein shall be held invalid or unenforceable by any court of
competent jurisdiction or as a result of future legislative action, and if the rights or obligations of any
party under this Assignment will not be materially and adversely affected thereby, (i) the holding or
action shall be strictly construed; (ii) the provision shall be fully severable; (iii) this Assignment shall be
construed and enforced as if the provision had never comprised a part hereof; (iv) the remaining
provisions of this Assignment shall remain in full force and effect and shall not be affected by the invalid
or unenforceable provision or by its severance from this Assignment; and (v) in lieu of the illegal, invalid
or unenforceable provision, there shall be added automatically as a part of this Assignment a legal, valid
and enforceable provision as similar in terms to the illegal, invalid and unenforceable provision as may
be possible.
(c) Nothing contained in this Assignment shall be construed to create a partnership
or joint venture between the parties or their successors in. interest.
(d) This Assignment contains the entire agreement between the parties and
supersedes any prior or contemporaneous oral or written agreements or communications between the
parties related to the subject matter hereof. The rights and obligations of this Assignment may be
amended only in a writing signed by both parties.
(e) The headings of the sections contained herein are for convenience only and do
not constitute a part of this Assignment.
(f) This Assignment may be executed in two or more counterparts, each of which
shall be deemed an original and all of which, taken together, shall constitute one agreement. An
electronic signature or a signature page delivered in "PDF" format or by facsimile shall be deemed an
original and binding upon the party against which enforcement is sought.
(g) For purposes of recording the transfer of the Assigned Assets in the county real
property records, the parties have executed and submitted for recording this reduced version of the
Assignment with respect to only those Assigned Assets located in the county. The recording of this
reduced version of the Assignment in multiple counties shall not limit the parties' rights or obligations
under the Assignment, but rather is intended to further the intent thereof. The Assignment is made in
accordance with the Purchase and Sale Agreement dated May 1, 2014, between Assignor, QEP
Midstream Partners GP, LLC, QEP Midstream Partners Operating LLC, and QEP Midstream Partners, LP,
which shall control in the event of a conflict with the Assignment.
3
The parties are signing this Assignment on the date stated opposite their signature.
Date: ((fig 2014
Date:
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20064028481
LY JANET E. FLANIGAN
COMMISSION EXPIRES JULY 24, 2018
i
STATE OF COLORADO
CITY AND COUNTY OF DENVER
CATHERINE M KRUHM
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20054026108
MY COMMISSION EXPIRES JULY 05, 2017
QEP FIELD SERVICES COMPANY
By: G°' -r 1
C. B. Stanley
Chairman, President and CEO
GREE R P d CESSING, LLC
2014 By:
ry H. Ri6ha ds
Senior Vice President
STATE OF COLORADO
CITY AND COUNTY OF DENVER
This instrument was acknowledged before me on August 1 2014, by C. B. Stanley, Chairman,
President and CEO of QEP Field Services Company, a Delaware corporation.
.4 F.G?iniJ
Not ry Public
Residing ata34a Q
My commission expires: 7• —aVJ o/S
This instrument was acknowledged before me on August, 2014, by Perry H. Richards, Senior Vice
President of Green River Processing, LLC, a Delaware limited liability company.
Notary Public
Residing at: 59 5'D 5, iJ 4 L.:II /c a ea 8o/7
My commission expires: '7- 5 -,1 7
4
Pipeline Name
Length
Plant
Latitude
Start
Longitude
Start
Latitude
End
Longitude
End
County
Start
County
End
State
Start
State
End
ONEOK
11459
Blacks Fork
41.5546
110.05162
41.58119
110.05098
Uinta
Lincoln
Wyoming
Wyoming
A. Pipeline
EXHIBIT A
to Assignment and Bill of Sale dated July 1, 2014 between
QEP Field Services Company and Green River Processing LLC
LINCOLN COUNTY, WYOMING
FACILITIES
1
Assignor's
File Number
Plant
Name
Grantor
Grantee
County
St
Book
Page
Entry
Effective
Date
Legal Description
Comment
16 *WYW-
Blacks
WYW 171193
Bureau of Land
QEP Field
Lincoln
WY
8/11/2008
T18N R112W
171193
Fork
(ROW)
Management
Services
SEC 10: NE /4SW /4
Company
Communications cable
from Black Fork plant to
Overthrust pipeline
"ROW" means right of way
EXHIBIT B
to Assignment and Bill of Sale dated July 1, 2014 between
QEP Field Services Company and Green River Processing, LLC
Lincoln County, Wyoming
PROPERTY AGREEMENTS
1