HomeMy WebLinkAbout20240709.tiffMarch 7, 2024
Weld County Government
Attention: Jess Reid
1150 O Street
Greeley, CO 80631
Dear Mineral Owner,
RECEIVED
MAR 19 2024
WELD COUNTY
COMMISSIONERS
The purpose of this letter is to request your consent for Apex Minerals LLC (Assignor), to assign all of its interest and
rights in the Weld County Lease described in the attached Exhibit A to Noble Energy, Inc., a Delaware corporation (Assignee)
whose address is 2001 16th Street, Suite 900, Denver, CO 80202, to the extent such consent is required under the terms of the
Lease. However, nothing contained in this letter is intended or should be construed as granting you rights to which you are not
currently contractually or otherwise entitled to under the terms of the Lease.
Pursuant to the Lease, Assignor hereby requests your consent to the assignment of all rights, title and interest in the Lease
listed on Exhibit A and the oil and gas property burdened thereby or subject thereto to Assignee.
Please acknowledge your consent to and approval of the foregoing by signing and dating this letter agreement in the space
provided below and returning an executed copy to:
Apex Minerals LLC
Attn: Banning Zoss
1213 29th St.
Denver, CO 80205
Please call me if you have any questions about anything contained in this letter of the Lease.
Thank you,
Banning Zoss
Acquisition Manager
Office: 303-993-3591 Ext.114
Mobile: 720-317-9484
Agreed to and accepted this
By:
Name:
Title:
, 2024.
Perry L. Buck, Chair Pro-Tem
Board of Weld County Commissioners
Con _sur,\Ic Rcunckc.
3 - as -ay
WI -
a 024/
2024-0709
LEOS tak
Exhibit A
Lease 1
Grantor: Weld County, Colorado
Grantee: Apex Minerals LLC
Date: February 27, 2023
Reception: 4886662
RECEIPT DATE 3 -l9 -ay
RECEIVED FROM F9_9 -X PC NUr-0AS
N. 92503
ADDRESS
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4945398 02/21/2024 02:18 PM
Total Pages: 5 Rec Fee: $33.00
Carly Koppes - Clerk and Recorder, Weld County , CO
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
This Assignment, Bill of Sale and Conveyance (this "Assignment"), dated February 15, 2024, but
effective as of February 27, 2023 (the "Effective Time"), is by and between Apex Minerals LLC, a Colorado
Limited Liability Company ("Assignor"), with an address of 1213 29. St., Denver, Colorado 80205, and
NOBLE ENERGY, INC., a Delaware corporation ("Assignee"), with an address of 1099 18. Street, Suite
#1500, Denver, Colorado 80202. Assignor and Assignee are each, individually, a "Party" and are, collectively,
the "Parties."
For Ten and no/100 Dollars and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor hereby GRANTS, SELLS, ASSIGNS, TRANSFERS, BARGAINS
and CONVEYS unto Assignee all of Assignor's right, title, and interest, whether present, contingent, or
reversionary, in and to the following (the "Assets"):
(A) The oil and/or gas leases set forth on Exhibit A, together with all extensions, renewals, top
leases, ratifications, or amendments thereof (collectively, the "Leases"), together with ail rights, privileges,
benefits and powers conferred upon the holder of such interests with respect to the use and occupation of the
lands covered by such Leases, along with the [ands pooled, communitized, or unitized therewith (the "Lands");
(B) The oil, gas, condensate, casinghead gas, plant products and other hydrocarbons, whether liquid
or gaseous ("Hydrocarbons"), in, on or under or that may be produced from or attributable to the Leases and
Lands;
(C) All easements (including subsurface easements), rights -of -way, licenses, permits, servitudes,
surface leases, and surface use agreements to the extent appurtenant to, and used in connection with, the Leases
and Lands; and
(D) All right-of-way files, surface fee files, abstracts, title records (including abstracts of title, title
opinions, ownership reports, and title curative documents), contract files, and accounting information maintained
by Assignor either in print or electronic format, insofar as they are directly related to any or all of the Assets.
TO HAVE AND TO HOLD, all and singular, the Assets, together with the rights, privileges,
hereditaments, and appurtenances thereto in anywise belonging, unto Assignee, its successors and assigns. This
Assignment is made and accepted subject to the following:
1. Special Warranty of Title. Assignor warrants title to the Assets unto Assignee, from and against
the claims of all persons claiming by, through or under Assignor or its affiliates, but not otherwise.
2. Subrogation. To the extent permitted by law, Assignee shall be subrogated to Assignor's rights
in and to representations, warranties, and covenants given with respect to the Assets. Assignor hereby grants
and transfers to Assignee, to the extent so transferable and permitted by law, the benefit of and the right to
enforce the covenants, representations and warranties, if any, which Assignor is entitled to enforce with respect
to the Assets.
3. Miscellaneous.
(a) This Assignment binds and inures to the benefit of each of the Parties and their
respective successors and assigns, and all covenants and agreements in this Assignment are covenants running
with the land.
(b) This Assignment may be altered, amended, or waived only by a written agreement
executed by each of the Parties. No waiver of any provision of this Assignment will be construed as a continuing
waiver of such provision.
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(c) This Assignment does not create and it is not the purpose or intention of the Parties to
create any partnership, mining partnership, joint venture, general partnership, or other partnership relationship
and none will be infen-ed, and nothing in this Assignment will be construed to establish a fiduciary relationship
between the Parties for any purpose.
(d) This Assignment and the Letter Agreement constitute the entire understanding among
the Parties and their respective affiliates, partners, members, shareholders, officers, directors, and employees
with respect to the subject matter hereof, superseding all negotiations, prior discussions, and prior agreements
and understandings relating to such subject matter.
(e) All exhibits attached to this Assignment are made part of this Assignment and
incorporated into this Assignment by reference. References in the exhibits to instruments on file in the public
records are notice of the referenced instruments for all purposes. Unless provided otherwise, all recording
references in the exhibits are to the appropriate records of the counties in which the Assets are located.
(f) The headings of the sections of this Assignment are for guidance and convenience of
reference only and do not limit or otherwise affect any of the terms or provisions of this Assignment.
(g) if any term or unlace provision of this Assignment is invalid, illegal, or incapable of
being enforced by any rule of law or public policy, all other conditions and provisions of this Assignment will
nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid,
illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Assignment so as
to effect the original intent of the Parties as closely as possible.
(h) The Parties have participated jointly in negotiating and drafting this Assignment. In
the event that an ambiguity or a question of intent or interpretation arises, this Assignment will be construed as
if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any
Party by virtue of the authorship of any provision of this Assignment.
(i) Each Party covenants and agrees to execute and deliver to the other Party all such
additional reasonable instruments and other documents and will do all such other reasonable acts and things as
may be necessary to more fully assure to Assignee or its successors or assigns all of the respective properties,
rights, and interests conveyed or intended to be conveyed in this Assignment.
(j) This Assignment shall be construed in accordance with, and governed by, the laws of
the State of Colorado.
(k) Except as otherwise described in this Assignment with respect to indemnification
obligations, this Assignment is intended to benefit only the Parties and their respective successors and assigns
and there are no other third -person beneficiaries to this Assignment.
(I) This Assignment may be executed in multiple identical counterparts, each of which
constitutes an original but all of which together constitute one and the same instrument.
[Signature pages follow.]
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4945398 02/21/2024 02:18 PM
Page 3 of 5
Assignor has executed this Assignment as of the date of its acknowledgement below, but this
Assignment is effective as of the Effective Time.
ASSIGNOR:
APEX MINERALS LLC
By:
Name:
Title:
STATE OF COLORADO
COUNTY OF DENVER
'IIf
The foregoing instrument was acknowledged before me on FE P'll4 her l b 2024, by James T.
Hubert, as President of APEX MINERALS LLC, a Colorado Limited Liability Company, on behalf of said
Company. 2 r�
BANNING ZOSS
Notary Public
State of Colorado
Notary in #20204029257
My Comrnrssion Expires 08-21.2024
Notary Publi
My commission expires:
6-21-1,2.1
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4945398 02/21/2024 02:18 PM
Page 4 of 5
Assignee has executed this Assignment as of the date of its acknowledgement below, but this
Assignment is effective as of the Effective Time.
ASSIGNEE:
NOBLE ENERGY, INC.
By: d
�S%+� L'iZ�
Name: #0a,afti« Q7 -or
Title: 64'7,-." -
STATE
OF ,✓
COUNTY OF
9 The foregoing instrument was acknowledged before me on J'd4vcc- dj , 2024. by
fL,r/.c-1 c947,, as c,, --- of NOBLE ENERGY, INC., a Delaware corporation. on
behalf of said corporation.\
•
DOLORES SPRESSER
Notary Public
State of Colorado
Notary ID # 20104017063
My Commission Expires 05.26-2026
No •ub is
My commission expi.Y_
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Page 5 of 5
EXHIBIT A
Leases
Lessor
Lessee
Tshp
Reg
See
Lease Legal
Description
Reception
No.
Lease
Date
Weld County, Colorado, a political
subdivision of the State of Colorado, acting
by and through the Board of County
Commissioners of the County of Weld
Apex
Minerals
LLC
9N
60W
21
S 1/2 SE 1/4
4886662
2/27/2023
Page 5
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