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HomeMy WebLinkAbout978623PLEASE RETURN Ra ..n,.D,0 ASSIGNMENT AND BILL OFSALI LARRY D. HARVEY LARRY D. HARVEY, P.C. 5290 DTC PARKWAY, SUITE 150 ENGLEWOOD, CO 80111 STATEOF COUNTY OF KNOW ALL MEN BY THESE PRESENTS: 978623 10/1/2014 10:45 AM LINCOLN COUNTY FEES: $30.00 PAGE 1. OF 7 BOOK: 840 PAGE: 562 BILL OF SALE JEANNE WAGNER LINCOLN COUNTY CLERK 1IIIIII1IIIIllIIIIIIIIIIIIIIIIIII1IIIIIIIIIIIIIIIIII IIIIII111I1111IIIIII1111IIII ASSIGNMENT AND BILL OF SALE THAT, effective as of the 1st day of June, 2014 hereinafter called the "Effective Tirne," the undersigned FISCHER CONSULTING, LLC, a Wyoming limited liability company whose address is 951 Wemer Ct., Ste. 240 Energy II Office Building, Casper, Wyoming 82601, herein called "Assignor" (whether one or more), in consideration of Ten Dollars ($10.00) and other good and valuable consideration to it in hand paid, the receipt and sufficiency of which are hereby acknowledged, does hereby grant, convey sell, assign, and transfer unto Fischer Johnson Oil, LLC 951 Werner Ct. Ste. 240 Casper, WY 82601 herein called "Assignee," the following interests: all of Assignor's right, title, and interest in and to the leases (whether one or more), mineral interests, force pooled interests, interests acquired under contracts, and the lands covered thereby or associated therewith, more fully and completely described on, and subject to any reservations or limitations set forth on, Exhibit "A" attached hereto and made a part hereof (hereinafter collectively referred to as the "Leases including all of Assignor's right, title, and interest in and to the well(s) located upon the Leases, or on lands pooled or unitized with any portion thereof, or on lands located within any governmental drilling and /or spacing unit which includes any portion thereof, together with all casing, leasehold equipment and personal property in or on, or directly and solely used in connection with, said well(s) (hereinafter collectively referred to as the "Property"); ii. all of Assignor's interest in the production of oil, gas, or other minerals, inclusive of royalties, overriding royalties, production payments, rights to take royalties in kind, or other interests directly attributable to the Leases and Property from and after the Effective Time (hereinafter collectively referred to as "Production iii. all of Assignor's interest derived from unit agreements orders and decisions of state and federal regulatory authorities establishing units, joint operating agreements, enhanced recovery and injection agreements, fannout agreements and farmin agreements, options, drilling agreements, exploration agreements, assignments of operating rights, working interests, subleases and rights above or below certain footage depths or geological formations, to the extent the same are directly attributable to the Leases and Property (hereinafter collectively referred to as the "Agreements and iv. all of Assignor's interest in rights -of -way, easements, servitudes and franchises specifically acquired for, or directly used in connection with, operations for the exploration and production of oil, gas or other minerals on, from, or under the Leases and Property, including the rights to permits and licenses of any nature owned, held or operated in connection with said operations (hereinafter collectively referred to as "Rights -Of- Way The Leases, Property, Production, Agreements, and Rights -Of -Way may also be collectively referred to hereafter as the "Interests Assignee, in consideration of the mutual benefits to be derived hereunder, and by its acceptance hereof, understands and agrees to the following terms and conditions: 1. As used herein, "Claims" shall include claims, rights, demands causes of action, liabilities damages, losses, fines, penalties, judgments or proceedings of any and every kind or character whatsoever whether arising or founded in law, equity, statute contract, tort, strict liability or voluntary settlement, and all expenses, costs and fees (including attorneys fees) in connection therewith. 2. As used herein, "Environmental Laws" shall mean any and all laws, statutes, regulations, rules, orders, ordinances permits or determinations of any govemmental authority pertaining to health, the environment, wildlife or natural resources in effect in or for the jurisdiction in which the Interests are located, including, without limitation, the Clean Air Act (Air Pollution Control Act), the Clean Water Act, the Federal Water Pollution Act, the Rivers and Harbors Act of 1899, the Safe Drinking Water Act, the National Envirommental Policy Act of 1969 (NEPA), the Endangered Species Act, the Fish and Wildlife Conservation Act of 1980, the Fish and Wildlife Coordination Act (FWCA), the Oil Pollution Act, the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the Superfund Amendments and Reauthorization Act of 1986 (SARA), the Resources Conservation and Recovery Act (RCRA), the Toxic Substance Control Act, the Occupational Safety and Health Act (OSHA) the Hazardous Materials Transportation Act, the Hazardous and Solid Waste Amendments of 1984 (HS WA), and any and all other past, present or future federal, state and local laws, statutes, regulations rules, orders, ordinances, permits, licenses or determinations whose purpose is to conserve or protect health, the environment, wildlife or natural resources, as any ofthe foregoing or now existing ormayhereafter be amended or interpreted. 3. Assignee hereby agrees to assume, be responsible for and comply with all duties and obligations of Assignor, express or implied, with respect to the Interests, including without limitation, those duties and obligations arising under or by virtue of the Leases, Agreements and Rights -Of -Way, and /or any other lease, contract, agreement, document, permit, applicable statute, rule, regulation or order of any governmental authority (specifically including, without limitation, any governmental request or requirement to plug, re -plug and/or abandon any well of whatsoever type, status or classification, or take any clean -up, restoration, or other action with respect to the Interests). The obligations and duties assumed hereunder include, without limitation, the payment and /or performance of all current and future taxes, leasehold and equipment rentals and release payments, royalties, excess royalties, overriding royalty interests, production payments, net profit obligations, carried working interests and any other matters with which the Interests may be burdened, including any third party billing obligations 4. Assignee understands that the Interests may be subject to oil and/or gas balancing obligations due to the overproduction or underproduction of hydrocarbons, and further understands the duties and obligations associated therewith. Assigneeherebyagreestoassumealldutiesand obligations associated with any imbalances attributable to the Interests, regardless of whethe r such imbalances arose, occurred or accrued priorto, onoraftertheEffectiveTimehereof. 5. Assignee hereby agrees to assume, be responsible for and comply with all duties and obligations for obtaining any consents which are or may be required by the Leases, Agreements and /or Rights -Of -Way in connect ion with this Assignment and Bill of Sale "Assignment 6. Assignee acknowledges that the Interests have been used for exp loration, deve lopment and production of oil and gas, and that there may be petroleum, produced water, wastes, or other materials located on, under or associated with the Interests. Equipment and sites included in the Interests may contain asbestos, hazardous substances /materials, including hydrogen sulfide gas, or naturally occurring radioactive material "NORM NORM may affix or attach itself to the inside of wells, materials, and equipment as scale, or in other fonns; the wells, materials and equipment located on or included in the Interests may contain NORM and other wastes or hazardous substances /materials and NORM containing material and other wastes or hazardous substances /materials may have been buried, come in contact with the soil, or otherwise been disposed of on or around the Interests. Special procedures may be required for the remediation, removal, transportation, or disposal of wastes, asbestos, hazardous substances /materials, including hydrogen sulfide gas, and NORM from the Interests. Assignee shall control, store, handle, transport, and dispose of or discharge all materials, substances, and wastes from the Interests (including produced water, hydrogen sulfide gas, drilling fluids, NORM, and other wastes), whether present before or after the Effective Time, in 2 a safe and prudent manner and in accordance with all applicable Enviromnental Laws. Ass ignee shall keep records of the types, amounts, and location of materials, substances, and wastes that are stored, transported, handled, discharged, released, or disposed of onsite and offsite. When any lease terminates, an interest in which has been assigned under this Ass igmnent, Assignee shall take additional testing, assessment, closure, reporting, and remedial action with respect to the Interests as is necessary to satisfy all local, state and federal requirements in effect at that time and necessary to restore the Interests to its proper condition. 7. Assignee shall indemnify, defend, release and hold Assignor and its affiliates, all successors, heirs and assigns of Assignor and its affiliates, and the officers, directors, employees or agents of any of the foregoing (hereinafter collectively the "Assignor Group harmless from and against any and all Claims relating to all duties and obligations assumed by Ass ignee pursuant to paragraphs 3, 4, 5, 6. 11, 12, and 13 or any other duties and obligations assumed by Assignee under this Ass igmnent, regardless ofwhetheranysuchClairnsarose, occurred or accrued prior to, on or after the Effective Time hereof. 8. Assignee shall further indemnify, defend release and hold Assignor Group harmless from and against any and all Claims in favor of any person or entity for injury, illness or death of any person(s) or for damage, loss, pollution or contamination of any real or personal property, ground water or the environment, including without limitation, Claims arising under Environmental Laws, or for any other Claims arising directly or indirectly from, or incident to, the use, occupation, ownership, operation, condition (whether latent or patent), maintenance or abandonment of any of the Interests, AND WHETHER ARISING FROM OR CONTRIBUTED TO BY THE ACTIVE, PASSIVE, JOINT, SOLE OR CONCURRENT NEGLIGENCE GROSS NEGLIGENCE OR STRICT LIABILITY OF ASSIGNOR GROUP, OR ASSIGNOR'S CONTRACTORS OR SUBCONTRACTORS OR THE OFFICERS, DIRECTO RS, AGENTS OR EMPLOYEES OF ASSIGNOR'S CONTRACTORS OR SUB CONTRAC TORS, INCLUDING ANY STRICT LIABILITY UNDER ENVIRONMENTAL LAWS, REGARDLES S OF WHETHER ANY SUCH CLAIMS RESULT FROM ANY CONDITIONS, EVENTS, ACTIONS OR INACTIONS ARISING, OCCURRING OR ACCRUING PRIOR TO, ON OR AFTER THE EFFECTIVE TIME HEREOF. 9. As to the distribution of production from the Interests, all oil in storage above the pipeline connection or above the valve line at the Effective Time hereof shall be credited to Assignor at the then prevailing price for such oil. For Interests operated by Assignor, Assignor shall gauge the oil in storage at the Effective Tirne, For Interests operated by third parties, the quantity of such oil in storage shall be determined on the same basis as that used for Interests operated by Assignor based on operator reports or applicable state regulatory agency production reports or records. Where actual information is unavailable, Assignor shall use estimates based on the best available information obtained by Assignor. 10. Except as otherwise provided in this Assignment, all proceeds (including proceeds held in suspense or escrow). receipts. credits. and income attributable to the Interests for all periods of time prior to the Effective Time shall belong to Assignor, and all proceeds, receipts, credits, and income attributable to the Interests for all periods of time from and after the Effective Time shall belong to Assignee. 11. Except as otherwise provided in this Assignment, all costs and expenses attributable to the Interests and incurred prior to the Effective Time shall be allocated to Assignor, and all costs and expenses attributable to the Interests and incurred subsequent to the Effective Time shall be allocated to Assignee 12. Immediately following the execution of this Assignment, Assignee shall, at Assignee 's sole cost and expense, secure all lease and operating bonds, permits and other similar documents necessary to operate or own the Interests which may be required by any federal, state or local governmental authority having requisite jurisdiction over the Interests. 13. Within thirty (30) days following the execution of this Assignment, Assignee shall, at Assignee's sole cost and expense: (a) erect or install such lease and well signs as may be required by applicable laws, rules and regulations indicating that Assignee is the owner and /or operator of the Interests, and shall remove any and all signs from the Interests referring to Assignor; (b) make all regulatory filings including "successor" filings with the Federal Energy Regulatory Commission; 3 (c) obtain all necessary governmental approvals in order to transfer the Interests to Assignee or to transfer the operations of any Interests to Assignee, as may be applicable, and to file or cause to be filed this Assignment and such other documents, if any, as may be required by governmental regulations to transfer the Interests to Assignee in the appropriate federal, state or local public records; and (d) perform all testing and /or maintenance of the Interests, and perform all work or operations as may be necessary for the Interests to meet any minimum specifications as may be required by any federal, state or local governmental authority prior to, or as a condition of, approving the transfer of the Interests to Assignee. 14. Within thirty (30) days following the execution of this Assignment, Assignor shall permit Assignee to take possession, at Assignee 's sole risk and expense, of the files, records and data in Assignor 's possession relating to the Interests. Provided, however, Assignee shall not receive any of Assignor's legal, tax or financial files, reserve evaluation information, competing bids or seismic, geophysical geological or other similar information or data. From time to time as requested by Assignor ,Assignee shall make such files,records anddataavailabletoAssignorforinspectionand copying during normal business hours. ASSIGNEE REPRESENTS AND WARRANTS THAT IT HAS INSPECTED THE INTERESTS AND ALL OF ASSIGNOR'S FILES, RECORDS AND DATA ASSOCIATED THEREWITH, AND THAT ASSIGNEE ACCEPTS THE SAME IN THEIR PRESENT CONDITION, AS IS AND WHERE IS. ASSIGNEE REPRESENTS AND WARRANTS THAT ASSIGNEE IS AN EXPERIENCED AND KNOWLEDGEABLE INVESTOR IN OIL AND GAS PROPERTIES, HAS THE FINANCIAL AND BUSINESS EXPERTISE TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTIONS COVERED BY THIS ASSIGNMENT, AND HAS RELIED SOLELY ON THE BASIS OF ITS OWN INDEPENDENT INVESTIGATION OF THE INTERESTS FOR ALL PURPOSES. ASSIGNEE ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF PERSONS IT DEEMED APPROPRIATE CONCERNING THE CONSEQUENCES OF THE PROVISIONS OF THIS ASSIGNMENT AND HEREBY WAIVES ANY AND ALL RIGHTS TO CLAIMTHAT ITIS ANUNSOPHISTICATED INVESTOR INOIL AND GAS PROPERTIES. ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS NOT MADE, AND ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES (AND THIS ASSIGNMENT IS MADE WITHOUT), ANY REPRESENTATION, COVENANT OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO THE CONDITION OF THE INTERESTS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE, OR OF CONFORMING TO MODELS OR SAMPLES OF MATERIALS AS TO ANY PERSONAL PROPERTY, FIXTURES OR STRUCTURES CONVEYED HEREIN. ASSIGNOR FURTHER MAKES NO REPRESENTATION, COVENANT OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY FILES, RECORDS OR DATA HERETOFORE OR HEREAFTER FURNISHED ASSIGNEE IN CONNECTION WITH THE INTERESTS, OR AS TO THE QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE INTERESTS, OR THE ABILITY OF THE INTERESTS TO PRODUCE HYDROCARBONS. ANY AND ALL SUCH FILES, RECORDS AND DATA FURNISHED BY ASSIGNOR IS PROVIDED TO ASSIGNEE AS A CONVENIENCE, AND ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT ASSIGNEE'S SOLE RISK. WAIVER OF CONSUMER AND OTHER RIGHTS: ASSIGNEE WAIVES ITS RIGHTS UNDER THE TEXAS DECEPTIVE TRADE PRACTICES CONSUMER PROTECTION ACT, SPECIFICALLY INCLUDING SECTION 17.41 ET SEQ., VERNON'S TEXAS CODE ANNOTATED, BUSINESS AND COMMERCE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS, OR ANY SIMILAR STATE OR FEDERAL LAW. AFTER AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF ITS OWN SELECTION, ASSIGNEE ACKNOWLEDGES THAT THE DISCLAIMERS AND WAIVERS GIVEN IN AND UNDER THIS ASSIGNMENT SHALL BE CONSIDERED MATERIAL AND INTEGRAL PARTS OF THIS ASSIGNMENT, WITH CONSIDERATION GIVEN THEREFOR, AND ACKNOWLEDGES THAT ALL DISCLAIMERS AND WAIVERS ARE "CONSPICUOUS" AND, HAVE BEEN BROUGHT TO THE ATTENTION OF ASSIGNEE, AND THAT ASSIGNEE HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO ALL DISCLAIMERS AND WAIVERS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE LAWS OF THE STATE OF TEXAS SHALL GOVERN, CONSTRUE AND ENFORCE ALL OF THE RIGHTS AND DUTIES OF THE PARTIES ARISING FROM OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS ASSIGNMENT. ASSIGNEE AND ASSIGNOR ACKNOWLEDGE AND AGREE THAT THE REPRESENTATIONS, WARRANTIES, WAIVERS, DUTIES AND DISCLAIMERS CONTAINED IN OR ARISING FROM THIS ASSIGNMENT, AND ANY CLAIMS, CAUSES OF ACTION, DEFENSES, LIABLITIES, DEMANDS, DAMAGES AND DISPUTES RELATED THERETO OR ARISING THEREFROM, ARE TO BE PRESUMED AND DEEMED AS INCIDENTAL AND 4 COLLATERAL TO THE CONVEYANCE OF INTERESTS ACCOMPLISHED BY THIS ASSIGNMENT AND THAT THEREFORE ASSIGNOR AND ASSIGNEE ACKNOWLEDGE AND AGREE THAT THE DETERMINATION OF THE VALIDITY, NATURE AND EFFECT OF SUCH REPRESENTATIONS, WARRANTIES, WAIVERS, DUTIES AND DISCLAIMERS, AND THE DETERMINATION, ANALYSIS AND ADJUDICATION OF ANY AND ALL CLAIMS, CAUSES OF ACTION, DEFENSES, LIABILITIES, DEMANDS, DAMAGES AND DISPUTES RELATED THERETO OR ARISING THEREFROM SHALL BE SOLELY GOVERNED BY THE LAWS OF THE STATE OF TEXAS REGARDLESS OF THE LAWS OR CHOICE -OF- LAW RULES OF THE SITUS OF THE PROPERTY. It is the intent of Assignor to convey and this Assignment hereby conveys to Assignee, subject to the reservations and conditions herein contained, all of Assignor's right, title, and interest on the Effective Time hereof in and to the Interests, regardless of the omission of any Lease or Leases, errors in description, any incorrect or misspelled names or any transcribed or incorrect recording references. This Assignment does not convey any right, title, or interest that Assignor might acquire in or to the Interests subsequent to the Effective Time of this Assignment. TO HAVE AND TO HOLD the same unto the said Assignee forever. The provisions hereof shall be covenants running with the land and shall inure to the benefit of and be binding upon Assignor and Assignee, their respective personal representatives, heirs, successors and assigns. This Assignment is made WITHOUT WARRANTY OF TITLE, EITHER EXPRESS OR IMPLIED. IN WITNESS WHEREOF, the undersigned have executed this instrument on the date of the acknowledgments annexed hereto, but to be effective for all purposes from and after the Effective Time. ROBERT J CERIALE NOTARY PUBLIC, STATE OF COLORADO NOTARY ID 20114033794 MYCOMMISSION EXPIRES JUNE 0®, 2015 State of CD bbki °6:1- ss. County of Witness my hand and official seal. My Commission Expires: de Ale OZ c 2J State of G?ld iOCL ss. County off Witness my hand and official seal. C.-- otary Public My Commission Expires: Li; 5 ASSIGNOR: FISCHER 'NSULTING, LLC ^yo ng o, company By. 4 0 lit y A ischer, Manager ASSIGNEE: FISCHER JOHNSON OIL, LLC a Wyoming limited liabicompany By /1/' 11 1 Matt Johnson, ger The foregoing instrument was acknowledged before me thin day of September, 2014, by Arlin Fischer, Manager of Fischer Consulting, LLC. �N tary Public ROBERT J CERIALE NOTARY PUBLIC, STATE OF COLORADO NOTARY ID 20114033794 MY COMMISSION EXPIRES JUNE 06, 2015 The foregoing instrument was acknowledged before me this,- l� day of September, 2014, by Matt Johnson, Manager of Fischer Johnson Oil, LLC. (Page intentionally left blank) 6 SAMSON NUMBER WELL NAME COUNTY STATE DESCRIPTION 040426 DODGE RIM NORTH 11 -24 LINCOLN WYOMING SEC 24-23N-112W 040427 BRIDGER2I.8 LINCOLN WYOMING SEC8- 23N -112W LEASE NO. LESSOR LESSEE LEASE DATE BOOK PAGE DOC. NO. COUNTY STATE LEGAL DESCRIPTION 102843000 USA WYW- 121417 MARATHON OIL COMPANY 10/01/1990 290PR 569 724363 LINCOLN WYOMING INSOFARANDONLYINSOFARASSA IDLEASECOVERS T023N- R112W: SEC008 E2SW4 102867000 USA WYW- 121813 MARATHON OIL COMPANY 10/01/1990 290PR 566 724362 LINCOLN WYOMING INSOFARANDONLY INSOFARASSAIDLEASECOVERS T023N -R1 12W: SEC 024NW4 WELLS. LEASES: EXHIBIT "A" THE ABOVE- DESCRIBED WELUUNIf OR WELLS /UNITS AND ITS/THEIRAPPLICABLE LOCATION ARE FOR REFERENCE PURPOSES ONLY, AND SAID DESCRIPTIONS ARE NOT INTENDED TO LIMIT THE RIGHTS HEREIN CONVEYED TO A WELL BORE RIGHT UNLESS OTHERWISE SPECIFICALLY STATED IN THE ASSIGNMENT TO WHICH THIS EXHIBIT "A" IS ATTACHED. END OF EXHIBIT "A" 7