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ASSIGNMENT AN1} BILL OF SAL~
RECEIVED
LINOOLI'~t C(.)I.II'.,.~T'i.' OLERK
Texaco Exploration and Production Inc., ("Assignor"), a Pennsylvania corporation, whose'
mailing address is 11111 South Wilcrest, Houston, Texas 77099, for valuable consideration received, does
by these presents grant, sell, assign and convey unto PETRAL EXPLORATION LLC ("Assignee"),
whose mailing address is P. O. Box 5083, Denver, Colorado 80217, all of Assignor's right, title and
interest in and to the oil and gas leases described in Exhibit "A" (the "Assigned Leases"), insofar and only
insofar as the Assigned Leases cover the lands specifically described in Exhibit "A" (the "Lands" or the
"Assigned Promises"), which exhibit is incorporated herein and made a part hereof for all purposes.
Assignor does further grant, sell, assign and convey unto Assignee, all of Assignor's right, title and interest
in and to all equipment, machinery, fixtures, flowlines, and other personal property located on the Assigned
Premises used solely and exclusively in connection with oil and gas operations thereon (the "Personal
Property"), including but not limited to the Sage 21-7 Well (the "Well"). This Assignmem is made subject
to the following terms:
1. FURTHER ,A~UR~NCES.
Each party shall, at the request of the other, execute and deliver all. such further
instruments (inehding but not limiteat to assignments on appropriate governmental lease
forms and appropriate designations of successor operator), and take all such other
reasonable actions (including but not limited to inclusion of the Well under Assignee's
governmentally-required bond), as may be required in order to carry out the purpose and
intent of this Assignment,.
NO LIABILITY, WARRANTY OR REPRESENTATION By ASSIGNOR,
ASSIGNEE RELEASES ASSIGNOR AND ITS AFFILIATES FROM ALL LIABILITY
FOR LOSSES OR DAMAGES, KNOWN OR UNKOWN, IN CONNECTION WITH
THE ASSIGNED LEASES, LANDS, 'PERSONAL PROPERTY, AND WELL, WHICH
MAY HAVE BEEN CAUSED BY ASSIGNOR OR ITS AFFILIATES PRIOR TO THE
EFFECTIVE DATE OF THIS ASSIGNMENT, INCLUDING BUT NOT LIMITED TO
THOSE CAUSED BY OR ATTRIBUTABLE TO ASSIGNOR'S OR ITS AFFILIATES'
NEGLIGENCE OR LIABILITY WITHOUT FAULT. This Assignment and Bill of Sale
is made on an "AS IS, WHERE IS" basis and '%VITH ALL FAULTS." THIS
ASSIGNMENT AND BILL OF SALE IS MADE WITHOUT ANY WARRANTIES
WHATSOEVER, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY
INTEREST HEREIN CONVEYED. ASSIGNOR MAKES NO WARRANTIES OR
REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO: (1) TITLE TO
THE ASSIGNED LEASES, LANDS, PERSONAL PROPERTY OR WELL; (2)
ORIGIN, QUANTITY, QUALITY, CONDITION, MERCHANTABILITY, FITNESS
FOR ANY PARTICULAR PURPOSE OR SAFETY OF THE ASSIGNED LEASES,
LANDS, PERSONAL PROPERTY OR WELL; (3) COMPLIANCE OF THE
ASSIGNED LEASES, LANDS, PERSONAL PROPERTY OR WELL WITH
GOVERNMENTAL REGULATIONS; (4) THE QUANTITY, VALUE OR
EXISTENCE OF RESERVES OF OIL, GAS OR OTHER MINERALS PRODUCIBLE
OR RECOVERABLE FROM THE ASSIGNED LEASES, LANDS OR WELL; AND
(5) THE CONDITION OF THE LANDS, PERSONAL PROPERTY OR WELL. All
descriptions set forth herein and all information heretofore or hereafter furnished Assignee
by Assignor concerning the Assigned LeaseS, Lands, Personal Property and/or Well and
the operation thereof, havo been and shall be furnished solely for Assignee's convenience
and have not constituted and shall not constitute a representation or warranty of any kind
by Assignor, and any reliance thereupon by Assignee shall be at Assignee's sole risk and
liabiliW.
INDEMNIFICATION, ENV!RONMI~NTAL L!AB.][.LiTY AND
REPRESENTATIONS.
ASSIGNEE SHALL PERFORM THE COVENANTS HEREUNDER AND BE
OTHERWISE BOUND HEREBY WITHOUT ANY COSTS OR EXPENSES
WHATSOEVER TO ASSIGNOR, AND ASSIGNEE AGREES TO FULLY
DEFEND, PROTECT, INDEMNIFY, AND HOLD HARMLESS ASSIGNOR,
iTS EMPLOYEES, AGENTS AND AFFILIATES, FROM AND AGAINST
EACH AND EVERY .CLAIM, DEMAND, PENALTY, FINE, LIEN,
JUDGMENT, ACTION, CAUSE OF ACTION, OR LAWSUIT, AND ANY
LIABILITY, COST, EXPENSE, DAMAGE OR LOSS, INCLUDING COURT
COSTS AND ATTORNEYS' FEES, THAT MAY BE ASSERTED BY ANY
THIRD PARTY, INCLUDING BUT NOT LIMITED TO ASSIGNEE°S
EMPLOYEES AND AGENTS, GOVERNMENTAL AGENCIES OR BODIES,
AND LANDOWNERS, WHETHER DIRECT OR INDIRECT, KNOWN OR
UNKNOWN, FORESEEN OR UNFORESEEN, ARISING FROM OR ON
ACCOUNT OF ANY OPERATIONS CONDUCTED BY ASSIGNEE OR FOR
ASSIGNEE'S BENEFIT OR WHICH ARISE OUT OF ANY BREACH OR
VIOLATION OF ANY OF THE TERMS AND PROVISIONS ,OF THIS
ASSIGNMENT.
IN ADDITION TO THE FOREGOING AND NOTWITHSTANDING
ANYTHING TO THE CONTRARY WHICH MAY BE CONTAINED
HEREIN, ASSIGNEE WAIVES ITS RIGHT TO RECOVER FROM
ASSIGNOR AND HEREBY ASSUMES AND AGREES TO FOREVER
RELEASE, DISCHARGE, FULLY DEFEND, PROTECT, INDEMNIFY AND
HOLD 'HARMLESS ASSIGNOR, ITS EMPLOYEES, AGENTS AND
AFFILIATES FROM AND AGAINST EACH AND EVERY CLAIM,
DEMAND, 'PENALTY, FINE, LIEN, JUDGMENT, ACTION, CAUSE OF
ACTION, OR LAWSUIT, AND ANY LIABILITY, COST, EXPENSE,
DAMAGE OR LOSS, INCLUDING COURT COSTS AND ATTORNEYS'
FEES, THAT MAY BE ASSERTED BY ANY THIRD PARTY, INCLUDING
BUT NOT LIMITED TO ASSIGNEE'S EMPLOYEES AND AGENTS,
GOVERNMENTAL AGENCIES OR BODIES, AND LANDOWNERS,
WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN
OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT OF OR IN ANY
WAY BE CONNECTED WITH THE PAST, PRESENT OR FUTURE
PHYSICAL OR ENVIRONMENTAL CONDITION OF THE LANDS OR ANY
FEDERAL, STATE, TRIBAL, OR LOCAL LAW OR REGULATION
APPLICABLE THERETO ("LAWS"). SAID LAWS SHALL INCLUDE,
WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL
RESPONSE, COMPENSATION, AND LIABILITY ACT OF 1980, AS
AMENDED (42 U.S.C. § 9601, ET SEO,), THE RESOURCE
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CONSERVATION AND I~COV~RY ACT OF 1976 (42 USC. § 6901, ET
SEQ), TH~ CLEAN WATER ACT (33 U.S.C. § 466, .~ SEO.), TH~ SAFE
DRINKING WATER ACT 04 U.S.C. § 1401-1450), TH~ HAZARDOUS
MATERIALS TRANSPORTATION ACT (49 U.S.C. § IS01, ~T SEO.), AND
TH/] TOXIC SUBSTANCE CONTROL ACT 05 U.S.C. § 2601-2629).
ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS MADE
AVAILABLE PHYSICAL ACCESS TO THE ASSIGNED LEASES, LANDS,
PERSONAL PROPERTY AND WELL TO ASSIGNEE. ASSIGNEE
UNDERSTANDS THAT THE ASSIGNED LEASES, LANDS, PERSONAL
PROPERTY, AND WELL HAVE BEEN UTILIZED BY ASSIGNOR FOR
THE PURPOSE OF EXPLORATION, DEVELOPMENT, AND/OR
PRODUCTION OF OIL AND GAS AND THAT MATERIALS ASSOCIATED
THEREWITH MAY HAVE BEEN STORED, KEPT OR DISPOSED OF ON
THE LANDS. ASSIGNEE ACKNOWLEDGES THAT THERE MAY HAVE
BEEN SPILLS OF CRUDE OIL, PRODUCED WATER OR OTHER
MATERIALS IN THE PAST ONTO THE LANDS. IN ADDITION, THE
LANDS, PERSONAL PROPERTY AND/OR WELL MAY CONTAIN
ASBESTOS AND/OR NATURALLY OCCURRING RADIOACTIVE
MATERIAL (HEREINAFTER REFERRED TO AS "NORM"). 1N THIS
REGARD, ASSIGNEE EXPRESSLY UNDERSTANDS THAT NORM MAY
AFFIX OR ATTACH ITSELF TO THE INSIDE OF WELLS AND
PERSONAL PROPERTY AS SCALE, OR IN OTHER FORMS, AND THAT
WELLS AND PERSONAL PROPERTY LOCATED ON THE LANDS MAY
CONTAIN NORM AND THE NORM-CONTAINING MATERIAL MAY BE
BURIED AND OTHERWISE DISPOSED OF ON THE LANDS. ASSIGNEE
ALSO EXPRESSLY UNDERSTANDS THAT SPECIAL PROCEDURES MAY
BE REQUIRED FOR THE REMOVAL AND DISPOSAL OF ASBESTOS
AND NORM FROM THE LANDS, PERSONAL PROPERTY AND WELLS
WHERE IT MAY BE FOUND AND THAT ASSIGNEE ASSUMES ALL
LIABILITY FOR SUCH ASSESSMENT, REMOVAL AND DISPOSAL OF
ANY SUCH MATERIALS AND ASSOCIATED ACTIVITIES.
ASSIGNEE SHALL DISPOSE OF OR DISCHARGE ANY WASTE FROM
THE LANDS (INCLUDING, BUT NOT LIMITED TO PRODUCED WATER,
DRILLING FLUIDS AND OTHER ASSOCIATED WASTES) IN
ACCORDANCE WITH APPLICABLE LOCAL, STATE, TRIBAL AND
FEDERAL LAWS AND REGULATIONS. ASSIGNEE SHALL KEEP
RECORDS OF THE TYPES, AMOUNTS AND LOCATION OF WASTES
WHICH ARE DISPOSED OF ON-SITE AND OFF-SITE. ASSIGNEE SHALL
TAKE WHATEVER ADDITIONAL REMEDIAL ACTION ON THE LANDS
MAY BE NECESSARY TO MEET ANY LOCAL, STATE, TRIBAL OR
FEDERAL REQUIREMENTS DIRECTED AT PROTECTING HUMAN
HEALTH AND THE ENVIRONMENT. ASSIGNEE SHALL PROVIDE
ASSIGNOR WITH ACCESS TO THE RECORDS OF THE TYPES,
AMOUNTS AND LOCATION OF WASTES WHICH ARE DISPOSED OF
ON-SITE AND OFF-SITE.
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COMPLIANCE WITH LAWS,.
Assignee shall observe, perform and comply with the terms, provisions, covenants and
conditions, express or implied, of applicable laws, rules, regulations and orders, whether
Federal, State, Tribal or local, applicable to ownership and enjoyment of the rights herein
assigned, including, but not limited to any State or Federal bond requirements.
RESPONSIBILITY FOR PLUG,GIN.C-.
Assignee agrees to accept full responsibility for the plugging of the Well and restoration of
the surface at its sole cost and risk, and agrees to comply with all the requirements of the
statutes of thc State of Wyoming and with any applicable Tribal or Federal laws, rules or
regulations, in effect at the time the Well is plugged. WITHOUT LIMITATION OF
PARAGRAPH 3 (INDEMNIFICATION, ENVIRONMENTAL LIABILITY AND
REPRESENTATIONS) ABOVE, ASSIGNEE SPECIFICALLY AGREES TO FULLY
DEFEND, PROTECT, INDEMNIFY, AND HOLD HARMLESS, ASSIGNOR, ITS
EMPLOYEES, AGENTS, AND AFFILIATES, FROM AND AGAINST EACH AND
EVERY CLAIM, DEMAND, PENALTY, FINE, LIEN, JUDGMENT, ACTION,
CAUSE OF ACTION, OR LAWSUIT, AND ANY LIABILITY, COST, EXPENSE,
DAMAGE OR LOSS, INCLUDING COURT COSTS AND ATTORNEYS' FEES,
THAT MAY BE ASSERTED BY ANY TI-HRI) PARTY, INCLUDING BUT NOT
LIMITED TO ASSIGNEE'S EMPLOYEES AND AGENTS, GOVERNMENTAL
AGENCIES OR BODIES, OR LANDOWNERS, WHETHER DIRECT OR INDIRECT,
KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, ARISING FROM
ASSIGNEE'S FAILURE TO PLUG OR THE IMPROPER PLUGGING OF ANY WELL
CONVEYED HEREBY, OR ASSIGNEE'S FAILURE TO RESTORE THE SURFACE
OF THE LANDS INCLUDING, BUT NOT LIMITED TO, CLEAN-UP OF ANY
OILFIELD OR OTHER WASTE LOCATED ON THE LANDS AS NEARLY AS
PRACTICABLE TO THEIR PRE-LEASE CONDITION.
SAL S ANO us ,
Assignee shall be liable for all sales and use taxes, conveyance, transfer and recording fees
and real estate transfer stamps or taxes imposed on the transfer of the Assigned Leases,
Personal Property and Well pursuant to this Agreement. Assignee shall indexnnify and
hold harmless Assignor with respect to the payment of any such taxes and fees including
any interest or penalty assessed thereon.
$,E, ,v~. RABIL!TY.
Every provision in this Assignment is intended to be severable. If any term or provision
hereof is l~Id by a ex)un of competent jufisdi~ion to be illegal or invalid for any reason
whatsoever, all other conditions and provisions of this Assignment shall nevertheless
remain in full force and effect so long as the economic or legal substance of the transaction
contemplated hereby is not materially affected with respect to either the Assignor or
Assignee.
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MISCELhANEOUS
Assi!znme~.t. ,.of Rio~hts and Assumntion of Oblil~ations,. This Assignmem is
subject to all express and implied obligations of Assignor under: (i) the Assigned
Leases;' (ii) that certain Farmout Agreement dated October 25, 1996 betw~n
Lario Oil and Gas Company as Farmer, and Marathon Oil Company as Farmee;
(iii) that certain $oint Operating Agreement dated September 20, 1996 between
Marathon Oil Company, and Petral Exploration, LLC, insofar as it covers the
Assigned Premises; (iv) that certain Communitization Agreement dated
September 13, 1996 between Marathon Oil Company, Lario Oil and Oas
Company, Petra! Exploration LLC, Donald B. Anderson LTD., and Loma Energy
Corporation; and (v) all other contracts and agreeanents that benefit or burden the
Assigned Premises, including, but not limited to, leases, assignments,
conveyances, operating agreements, unitization agreements, pooling agreements,
communitization agreements, declarations of pooling or unitization, farmout
agreements, rights-of-way, easements, and surface agreemcms, whether or not
recordeA. Assignor assigns its rights under, and Assignee assumes and agrees to
perform all obligations of Assignor under, all such contrax3ts and agreements
insofar as they relate to tim interests assigned hereunder, whether or not such
contracts and agreements are recorded.' To the extent Assignor has the right to do
so, Assignor expressly reserves and excepts from this Assignment the right of
ingress and ogress through and across the Lands in connection with Assignor's
operations on lands in the same area or field.
Entire Al~reement. This Assignment and Bill of Sale constitutes the entire
understanding between Assignor and Assignee with regard to the subject matter
hereof, superseding all prior statements, representations, discussions, agreements
and understandings.
SuccesSors and Assimas. The terms hereof shall inure to and be binding upon
the respective successors and assigns of Assignor and Assignee. Assignee and its
successors and assigns shall remain responsible to Assignor for all obligations and
liabilities imposed on Assignee under this Assignment, notwithstanding any further
assignments of Assignee's rights or obligations hereunder.
Eff¢,etiy,e.,D~al;e,, This Assignment and Bill of Sale shall be effective as of
7:00 A.M. on the first day of October, 2002.
Conflict of Interest~ Neither party shall pay any commissions, fees, or grant any
rebates to any employee or officer of the other party nor favor employees or officers of
the other party with gills or entertainment of significant cost or value nor enter into
any business arrangements with employees or officers of the other party, other than as
representatives of the other party, vdthout the other party's written approval. Each
party agrees that its books and records shall be subject to reasonable audit by the other
party as may be required to verify compliance with this provision.
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Well Information. If Assignee re-enters, re-drills or re-comples the Well or drills~
and/or completes other wells on the Assigned Premises or lands pooled or unitized
therewith, Assignee shall provide Assignor with a copy of the daily drilling reports,
logs, DST, if conducted, and completion reports. Assignee shall provide such reports
and logs as soon as they become available to Assignee.
9. WAIVER ,,OFCON,SUMER, R!GHTS,
TO THE EXTENT APPLICABLE TO ALL OR ANY PORTION OF THE ASSIGNED
LEASES AND LANDS, ASSIGNEE WAIVES ITS RIGHTS UNDER THE
DECEPTIVE TRADE PRACTICES -- CONSUMER PROTECTION ACT, SECTION
17.41 ET SEQ. VERNON'S TEXAS CODE ANNOTATED, BUSINESS &
COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND
PROTECTION. AFTER CONSULTATION WITH AN ATTORNEY OF ASSIGNEE'S
OWN SELECTION, ASSIGNEE VOLUNTARILY CONSENTS TO THIS WAIVER.
The foregoing provision
accepted and agreed to
Assignee./~. ,.~
~ks'signee's Initials
is
IN WITNESS WHEREOF, this Assignment is executed this/_/-/_~_ day of~ffz_q-~n/0~ 2002, but
made effective as of tho first day of October, 2002, at 7:00 A.M. '
ASSIGNOR:
TEXACO EXPLORATION AND PRODUCTION
INC.
ATTEST:
Attorne3f-In-Fact
ASSIGNEE:
PETRAL EXPLORATION LLC,
By
(Print Name)
Captiva
yerAnthony.
Resources,.Inc.,
Manager ~..~
Title P r e s i d e n t
Tax ID No.
STATE OF TEXAS )
COUNTY OF HARRIS )
, known to me to be the person who is doscribed herein and who executed the
withh4 a~d--forgoidg instrument, as Assistant Secretary of TEXACO EXPLORATION AND
PRODUCTION INC. and acknowledged to me that he subscribed the name of TEXACO
EXPLORATION AND PRODUCTION INC. thereto as principal and his own name as Assistatnt
Secretary.
Residing at: 11111 S. Wilcrest
Houston, TX. 77099
My Commission Expires: August 11, 2006
STATE OF ....C0LOR~0 )
) SS.
COUNTY OF DENVER )
On this [~, day o~'/[~~'~, 2002, before me p.rso.lly app.ar~
Anthony R,, Mgyer . , ~own ~ me ~ be ~ persoa .who. J~ d~f~od_~re~ _~d who
~u~ ~e wi~ ~d forgo~g ~stmm~t, as Vres~a~e ~f ~~~~~~ ~anager
~d ae~ow~g~ ~ me ~ be subs~rib~ ~e ~e of PETAL EKPLO~TION LLC thereto.
/~q0tarypublic ' S. L. ?aeheeo
Residing at: Denver, CO · '",'5 ...., ,
').,~ .,,~ .
My Commission Expiros', ~3/9/05' '
~ EXHIBIT "A"
Attached to and made a part of that certain ASSIGNMENT AND BILL OF SALE dated effective October
1, 2002, by and between TEXACO EXPLORATION AND PRODUCTION INC., as Assignor and
PETRAL ~XPLORATION LLC, as Assignee
ASSIGNED LE~SES AND ASSIGNED PREMISES
LINCOLN COUNTY, WYOMING
All of Assignor's right, title, and inter~t in and to thc following Oil and Oas Leases, insofar and only
insofar as the Leases cover the Lands specifically described below in Lincoln County, Wyoming:
Lessor:
Lessee:
Lease Date:
Description:
Lessor:
Lessee:
Lease Date;
Recorded:
Description
USA- WYW- 132410
Lario Oil and Oas Co.
June ~, 1994
Township 23 North., Ranee 112 W,est
Section 7: Lots 12-!6, being 134.11 acres, more or less
William R. Taliaferro
Loma Energy Corp.
July 1, 1993
Book 334; page 532
Township .2.3 North: Ramte 1,12 W.e,a,t
That portion of Resurvey Tract #37 lying in the W2 of $cc.7;
(44.84 gross acres more or less)
Lessor:
Lessee:
Lease Date:
Recorded:
Description
Lessor:
Lessee:
Lease Date:
Recorded:
Description
Thomas S. Taliaferro IV, et ux
Loma Energy Corp.
July 1, 1993
Book 334; page 535
Townshio _2.3 North, Range 1_1.2. West
That portion of Resurvey Tract #37 lying in the W2 of Sec.7;
(44.84 gross acres more or less)
Susan Taliaferro
Loma Energy Corp.
July 1, 1993
Book 334; page 538 :
Townshi0 23 North, Ramte 112 West
That portion of Resurvey Tract #37 lying in the W2 of Sec.7;
(44.84 gross acres more or less)
Lessor:
Lessee:
Lease Date:
Recorded:
Description
Helen Marie Lewis
Loma Energy Corp.
July 1, 1993
Book 334; page 541
Town'shiv 2_3 North, Ranee 1!2 Wes,t
That portion of Resurvey Tract #37 lying in the W2 of Sec.7;
(44.84 gross acres more or less)
Lessor:
Less~:
Lease Date:
Recorded:
Description
Lessor:
Lessee:
Lease Date:
Recorded:
Description
Lessor:
Lessee:
Lease Date:
Recorded:
Description
Lessor:
Lessee:
Lease Date:
Recorded:
Description
Lessor:
Lessee:
Lease Date:
Recorded:
Description
Lessor:
LeSS~:
Lease Date:
Recorded:
Description
Stev~iJ. Lupcho, Joe Lupcho, and Penny Irvin
As t~i~eign conservators for the conservatorship
Of Lipda L. Lupcho
Lord] Energy Corp.
July'~t, 1993
Boo1~i)34; page 543
Towl!shio 23 North~ .R~nge 112 West
That. portion of Resurvey Tract #37 lying in the W2 of Sec.7;
(44.]q gross acres more or less)
Willihm R. Taliaferro
Lom~ Energy Corp.
April30, 1993
Book 329; page 365
Towpship 23 North, Range 112 West
Section 7: Lot 11
(40.00 gross acres more or less)
Thomas S. Taliaferro IV, et ux
Loma Energy Corp.
April 30, 1993
Book 329; page 363
Tow~.ship 23 North, Range 112 West
Section 7: Lot 11
(40.00 gross acres more or less)
Susan Taliaferro
Loma Energy Corp.
April 30, 1993
Book 329; page 367
Township 23 North, Range 112 West
Section 7: Lot 11
(40.00 gross acres more or less)
Helen Marie Lewis
L°ma Energy Corp.
· April 30, 1993
Book 329; page 369
Townshio 23 ,North~,Range 112 We, st
Section 7: Lot 11
(40.00 gross acres more or less)
Steve J. Lupcho, Joe Lupcho, and Penny Irvin
As foreign conservators 'for the conservatorship
Of Linda L. Lupcho
Loma Energy Corp.
April 30, 1993
Book 329; page 371
Township 23 North, Ran. ge 112 West
Section 7: Lot 11
(40.00 gross acres more or less)
End of Exhibit "A"
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