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HomeMy WebLinkAbout20153970.tiff ( PDC 6) ENERGY Growing E&P Value December 3, 2015 RECEIVED Board of County Commissioners D�C 0 2U15 of Weld County,Colorado P.O. Box 758 WELD COUI�IT Greeley,CO 80632 COMMISSIOfN Rs RE: Oil and Gas Lease recorded at Doc. Nos. 2097274 Gentlemen, PDC is preparing as operator to drill additional horizontal wells on and adjacent to referenced Oil and Gas Lease and is curing title prior to commencing operations. Said leases require consent to assign and PDC hereunder seeks the consent of the Board of Commissioners for assignment into PDC Energy, Inc. Enclosed is payment in the amount of$25.00. Lease 2097274 Assignees: PDC Energy, Inc.—100% 1775 Sherman St.#3000 Denver,CO 80203 Thank you for your attention to this request. If acceptable, kindly sign and return one original of this letter. P iip ep r son Land De artment 303 318-6137 112 Consent is hereby given for assignment shown above this,' day of December , 2015 Board of County Commissioners Weld C unty,Colorado By. B bara Kirkmey/er, EC 16 2015 Chair A651Innient flee 51 1 5N Go 5W w 2015-3970 Carneni 4 n LFo/ ,A g CORPORATE OFFICE: 1.�. `!/V���t 1 j�a EGIONAL HEADQUARTERS: PDC Energy 777"' ^""� PDC Energy 1775 Sherman Street,Suite 3000 14— /41--. 120 Genesis Boulevard•P.O.Box 26 Denver,Colorado 80203 �O Bridgeport,West Virginia 26330 (303)860-5800 (304)842-3597 r 0 ••.l3r i . I we _J OD 00 O in N • z r _O co• • 1 slc: 1 , i w \ N fro- .3 __ 0 �.� 0_ W W `P . C ≥ W W o cc o s :-:'',0,„--.. -,i1 i z o I ZE908 00 Aalaai0 89L Xo8 Od ``_j I pJB08 a4103>pal0 opeiolo0 'i(;uno0 PIaM 3856899 Pages: 1 of 83 07/05/2012 11:38 AM R Fee:$421.00 Steve I iMoreno, a n il4'1O1.k 'IAdV 1W RecoWrder. 6f ld''114L44 aii Bill ASSIGNMENT,CONVEYANCE AND BILL OF SALE THIS ASSIGNMENT,CONVEYANCE AND BILL OF SALE(this"Assignment'), is made and entered this 29th day of June, 2012, but is effective as of April 1,2012,at 7:00 a.m. Central Daylight Time (the "Effective Time"), from MERIT MANAGEMENT PARTNERS I, L.P., MERIT ENERGY PARTNERS III, L.P. and MERIT ENERGY PARTNERS D-III, L.P., each a Delaware limited partnership(collectively.`Assignor"), whose addresses are 13727 Noel Road, Suite 500, Dallas, Texas 75240, and PDC Energy, Inc., a Nevada corporation ("Assignee"),whose address is 1775 Sherman Street,Suite 3000,Denver,Colorado 80203. WITNESSETH: This Assignment is made pursuant to the terms of that certain Purchase and Sale Agreement dated May 1 I,2012 by and among Assignor and Assignee(as amended from time to time, the "Purchase and Sale Agreement"). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase and Sale Agreement. That Assignor,for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby sell, transfer, assign, and convey to Assignees, all of Assignor's right, title, interest and estate, real or personal, recorded or unrecorded, movable or immovable,tangible or intangible, in and to the following(less and except the Excluded Assets, as such term is defined below)(collectively,the"Assets"): (a) All of the oil and gas leases,subleases and other leaseholds described on Exhibit A, together with all amendments, supplements, renewals, extensions or ratifications thereof (collectively, the "Leases"), and all mineral interests, royalty interests, overriding royalty interests,net profits interests, carried interests, farmout rights, options, and other properties and interests covering or relating to the Leases,together with each and every kind and character of right,title,claim,and interest that Assignor has in and to the lands covered by the Leases or the lands currently pooled,unitized,communitized or consolidated therewith(the"Lands"); (b) All oil, gas, water, disposal or injection wells located on or associated with the Lands, whether producing,shut-in,or temporarily abandoned, including the wells that are shown on Exhibit A-1 (even if the wells on Exhibit A-I are not located on or associated with the Lands),whether producing,shut-in,or temporarily abandoned; (c) All interest of Assignor derived from the Leases in or to any pools or units which include any Lands or all or a part of any Leases or include any Wells, including (even to the extent not located on the Lands) those pools or units shown on Exhibit A-1 (the "Units"; the Units, together with the Leases, Lands and Wells, being hereinafter referred to as the "Properties"), and including all interest of Assignor derived from the Leases in production of Hydrocarbons from any such Unit, whether such Unit production of Hydrocarbons comes from Wells located on or off of a Lease, and all tenements, hereditaments and appurtenances belonging to the Leases and Units; 1 Weld County,Colorado 3856899 Pages: 2 of 83 07/05/2012 11:38 An R Fee:5a21.00 Steve Moreno Clerk and Recorder, Weld County, CO VIIINiriPIhicidla ,llh4 IdRWffi'WIi lid IN'dIIIII (d) All contracts, agreements and instruments that relate to or are otherwise applicable to the Properties, only to the extent such contracts are valid and existing and applicable to the Properties rather than Assignor's other properties, including but not limited to, operating agreements, unitization, pooling and communitization agreements, declarations and orders, joint venture agreements, farmin and farmout agreements, exploration agreements, participation agreements, exchange agreements, transportation or gathering agreements, agreements for the sale and purchase of oil,gas,casinghead gas or processing agreements to the extent applicable to the Properties or the Hydrocarbons produced from the Properties, including but not limited to those identified on Schedule 1.2(d) (hereinafter collectively referred to as "Contracts"), but excluding any contracts, agreements and instruments to the extent transfer is restricted by third-party agreement or applicable Law and the necessary consents to transfer are not obtained pursuant to Schedule 7.7 of the Purchase and Sale Agreement and provided that "Contracts"shall not include the instruments constituting the Leases or Easements; (e) All easements, permits, licenses, servitudes, rights-of-way, surface leases and other surface rights ("Easements")appurtenant to, and used or held for use in connection with the Properties (including those identified on Schedule 1.2(e)), but excluding any permits and other rights to the extent transfer is restricted by third-party agreement or applicable Law and the necessary consents to transfer are not obtained pursuant to Schedule 7.7 of the Purchase and Sale Agreement; (0 All equipment, machinery, fixtures and other tangible personal property and improvements located on the Properties owned by Assignor and used or held for use in connection with the operation of the Properties (other than vehicles which are addressed specifically by Schedule 1.2(k) of the Purchase and Sale Agreement) (collectively, "Equipment'); (g) All flow lines,pipelines, gathering systems and appurtenances thereto located on the Properties or used, or held for use, in connection with the operation of the Properties ("Pipelines"and,together with the Equipment and Wells,"Personal Property"); (h) All Hydrocarbons produced from or attributable to the Leases, Lands, Wells and Units from and after the Effective Time; (i) All Imbalances; Q) All lease files;land files;well files;gas and oil sales contract files;gas processing files;division order files;abstracts;title opinions;land surveys; logs;maps;engineering data and reports; interpretive data, technical evaluations and technical outputs; and other books, records. data,files,and accounting records,in each case to the extent related to the Assets,or used or held for use in connection with the maintenance or operation thereof, but excluding (i) any books, records, data, files, logs, maps, evaluations, outputs, and accounting records to the extent disclosure or transfer would result in a violation of applicable Law or is restricted by any Transfer Requirement that is not satisfied pursuant to Section 7.7 of the Purchase and Sale Agreement, (ii)computer or communications software or intellectual property (including tapes, codes,data and program documentation and all tangible manifestations and technical information relating thereto),(iii)attorney-client privileged communications and work product of Assignor's 2 Weld County,Colorado 3856899 Pages: 3 of 83 07/05/2012 11'38 1J3:Clara API R FQe:E42[.ea VIII ph Y�hlL'd�++KI�p;I1N!friVII+rKPM1115;q MI 1111? or any of its Affiliates' legal counsel (other than title opinions), (iv) reserve studies and evaluations, and (v)records relating to the negotiation and consummation of the sale of the Assets(subject to such exclusions, the"Records");provided, however, that Assignor may retain the originals of such Records as Assignor has reasonably determined may be required for existing litigation,tax,accounting,and auditing purposes; (k) Those vehicles specifically listed on Schedule 1.2(k); (I) All Geological Data;and (m) All claims and causes of action (i) arising from acts, omissions or events or damage to or destruction of any property described in subsections (a) through (1) above with respect to all periods prior to and after the Effective Time or related to Purchaser's Assumed Obligations,and(ii) for insurance proceeds from any policy of insurance now or previously held by Assignor that are or may potentially provide recovery for any of the Purchaser Assumed Obligations or Environmental Liabilities,regardless of when they arise;and (n) Commercial office lease for 1221 40th Street, Evans,Colorado 80620 and,except to the extent provided in Section 1.3(k) of the Purchase and Sale Agreement, all personal property located on such premises. provided, however, that notwithstanding the foregoing, the Assets shall not include. and Assignor hereby reserves and retains,all of the Excluded Assets. TO HAVE AND TO HOLD to Assignee, its successors and assigns,forever,subject to • the Permitted Encumbrances, as such term is defined in the Purchase and Sale Agreement, and the other terms and provisions hereof and of the Purchase and Sale Agreement referred to below. This Assignment is made by Assignor and accepted by Assignee subject to the following terms and conditions: 1. Effective Time. This Assignment shall be effective as of the Effective Time. 2. Purchase and Sale Agreement, This Assignment is expressly made subject to the Purchase and Sale Agreement. The Purchase and Sale Agreement contains certain rights, obligations, representations, warranties and covenants between Assignor and Assignee, some of which survive the delivery of this Assignment,as provided in the Purchase and Sale Agreement, and shall not be merged into this Assignment or otherwise negated by the execution and delivery of this Assignment. This Assignment is not intended to, and does not, in any manner enlarge, diminish or modify the rights, obligations, representations, warranties or covenants of Assignor and Assignee under the Purchase and Sale Agreement. In the event of a conflict between this Assignment and the Purchase and Sale Agreement, the Purchase and Sale Agreement shall control. Capitalized terms used and not otherwise defined herein are used with the meanings given thereto in the Purchase and Sale Agreement. 3. Disclaimers. EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THE PURCHASE AND SALE AGREEMENT, CONFIRMED IN THE CERTIFICATE OF 3 Weld County,Colorado 3856899 Pages: 4 of 83 07/05/2012 11:38 AM R Fee:$421.00 �IIIhWiYGIhN �l+ftY lihIF�LI+fRG11{h4lf�li�liP INd II III ASSIGNOR TO BE DELIVERED PURSUANT TO SECTION 9.2(c) OF THE PURCHASE AND SALE AGREEMENT, OR IN SECTION 4 HEREOF, (i) ASSIGNOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, AND (ii) ASSIGNOR EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ASSIGNEE OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES (INCLUDING, WITHOUT LIMITATION, ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ASSIGNEE BY ANY OFFICER, DIRECTOR,EMPLOYEE,AGENT,CONSULTANT,REPRESENTATIVE OR ADVISOR OF ASSIGNOR OR ANY OF ITS AFFILIATES). EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN ARTICLE 5 OF THE PURCHASE AND SALE AGREEMENT, CONFIRMED IN THE CERTIFICATE OF ASSIGNOR TO BE DELIVERED PURSUANT TO SECTION 9.2(c) OF THE PURCHASE AND SALE AGREEMENT, OR IN SECTION 4 HEREOF, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ASSIGNOR EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AS TO (i) TITLE TO ANY OF THE ASSETS, (ii) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE ASSETS, (iii) THE QUANTITY, QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE ASSETS, (iv) ANY ESTIMATES OF THE VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, (v) THE PRODUCTION OF HYDROCARBONS FROM THE ASSETS, (vi) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE ASSETS, (vii) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM,REPORTS,BROCHURES,CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, (viii) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO ASSIGNEE OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE PURCHASE AND SALE AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, OR (ix) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4 HEREOF ASSIGNOR FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM LATENT VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY ASSETS,RIGHTS OF ASSIGNEE UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT ASSIGNEE SHALL BE DEEMED TO BE OBTAINING THE ASSETS IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, "AS IS"AND "WHERE IS" WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE), AND 4 Weld County,Colorado 3856899 Pages: 5 of 83 07/05/2012 11:3B AM R Fee:5421.00 Steve Moreno Clerk and Recorder, Weld County, CO VIII F i PRIWAYN diNP,l4Cl MI'VEMillit lid IN III III THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE. Assignor and Assignee agree that, to the extent required by applicable Law to be effective,the disclaimers of certain representations and warranties contained in this Section 3 are "conspicuous"disclaimers for the purpose of any applicable Law. 4. Special Warranty of Title. This Assignment is made, executed, and delivered without warranty of title,either express or implied,even as to a return of the purchase price,except that Assignor specially warrants and agrees to defend Defensible Title to the Assets against the claims and demand of all Persons claiming by,through, or under Assignor or its Affiliates, but not otherwise, up to the Allocated Value thereof and subject to the applicable limitations and provisions of Article 11 of the Purchase and Sale Agreement, but with full right of substitution and subrogation of Assignee in and to all claims Assignor has or may have against all preceding owners. 5. Assumption by Assignee. In addition to its other obligations under the Purchase and Sale Agreement,Assignee shall comply with all Laws,Leases,Contracts(including all joint and unit operating agreements) and prevailing industry standards relating to (a) the plugging, abandonment and/or replugging of all Wells,including inactive Wells or temporarily abandoned Wells, included in the Assets, (b) the dismantling or decommissioning and removal of any Equipment and other property of whatever kind related to or associated with operations and activities on the Properties or otherwise, pursuant to the Leases or Applicable Contracts and(c) the clean up, restoration and/or remediation of the property covered by the Leases or related to the Assets (collectively, the "P&A Obligations"). Subject to the indemnification by certain members of Assignor under Section 11.4 of the Purchase and Sale Agreement, on the Closing Date,Assignee shall assume and hereby agrees to fulfill,perform,pay and discharge(or cause to be fulfilled, performed, paid or discharged) all claims, expenses, liabilities and obligations relating to (a) the owning, developing, exploring, operating or maintaining of the Assets or the producing, transporting and marketing of Hydrocarbons from the Assets (including Property Costs) for all periods prior to and after the Effective Time, excluding the Interim Operations Liabilities, including, without limitation, the payment of royalties, overriding royalties and Taxes; (b) Environmental Liabilities whether arising before or after the Effective Time; (c) the P&A Obligations, (d) the payment of pre and post-Effective Time production sale revenues attributable to working interests, royalties, overriding royalties and other interests held in suspense and for which a reduction to the Purchase Price is made, and (e)the restoration and reclamation of the premises covered by or related to the Assets to the extent required by applicable agreements and Laws(all of said obligations and liabilities, subject to the exclusions below,herein being referred to as the"Purchaser's Assumed Obligations");provided, however, that the Purchaser's Assumed Obligations shall not include, and Assignee shall have no obligation to assume,any obligations or liabilities of Assignor to the extent that they are Seller's Retained Obligations. 6. Retention by Assignor. Upon Closing, Assignor retains all claims, costs, expenses, liabilities and obligations accruing or relating to (a) for the Non-Fundamental Survival Period only,the owning,developing,exploring,operating or maintaining of the Assets or the producing, transporting and marketing of Hydrocarbons from the Assets(including Property Costs)prior to 5 Weld County,Colorado 3856899 Pages: 6 of 83 07/05/2012 11:38 RI1 R Fee:$421.00 Steve Moreno, Clark and Recorder, Veld County, CO VIII kfr�M0tklL'dIFY l4l1�1�I I�RhY4CalhINl411h�IN 1 III III the Effective Time, except for Environmental Liabilities, but including without limitation the payment of royalties,overriding royalties and Taxes attributable to the period of time prior to the Effective Time or measured by production occurring prior to the Effective Time ("Interim Operations Liabilities"); (b) any personal injury or death, prior to the Closing Date, (c) the Excluded Assets, (d) Retained Employee Liabilities, (e) any Income Tax measured by or imposed on the net income of Assignor or any of its Affiliates that was or is attributable to Assignor's or any of its Affiliate's ownership or an interest in or the operation of the Assets,and (f) the payment of any amounts attributable to royalties or other interests from the Anderson Escrow, all of said obligations and liabilities herein being referred to as the "Seller's Retained Obligations." 7. 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, its successors and assigns, 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,but only to the extent not enforced by Assignor. 8. Further Assurances. Assignor and Assignee each agrees to take such further actions and to execute,acknowledge and deliver all such further documents as are reasonably requested by the other party for carrying out the purposes of the Purchase and Sale Agreement or of any document delivered pursuant to the Purchase and Sale Agreement. 9. Further Assignments. Separate governmental form assignments of the Assets may be executed on officially approved forms by Assignor to Assignee, in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to contain all of the exceptions,reservations,warranties,rights,titles,power and privileges set forth herein as fully as though they were set forth in each such assignment. The interests conveyed by such separate assignments are the same,and not in addition to,the Assets conveyed herein. 10. Covenants Running with the Land. The terms and provisions hereof shall be deemed to be covenants running with the Lands, Leases, and other interests covered hereby and shall extend to,bind and inure to the benefit of the parties hereto,their heirs,successors and assigns. 11. Governing Law. This Assignment and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of Colorado without regard to principles of conflicts of laws otherwise applicable to such determinations. (Signature Page Follows] 6 Weld County,Colorado 3856899 Pages: 7 of 83 0]/05/2012 11:38 All R Fee:$421.00 Steve Sieve'toreno. Clerk d7 A�lArrs'14PIer. Weld ty. CO morh1r:M+ti'dh em IN II III IN WITNESS WHEREOF,this Assignment is executed by the duly authorized officers or representatives of the parties as of the date first hereinabove written. ASSIGNOR: MERIT MANAGEMENT PARTNERS I,L.P. MERIT ENERGY PARTNERS III,L.P. By: Merit Management Partners GP,LLC, general partner 'J� By: ( y/C� #71sdGr�o Christopher S.Hagge, " Vice President MERIT ENERGY PARTNERS D-III,L.P. By: Merit Management Partners I,L.P., general partner By: Merit Management Partners GP,LLC, general partner By: Christopher S.Hagge, Vice President ASSIGNEE: PDC ENERGY,INC. By: a � Name, ance A.Lauck Title: Senior Vice President-Corporate Development 7 385899 Pages: 8 of 83 Steve Moreno.[Clerk anid Recorder,r eld County, co BIIIRh'+PGlk ANN IAIRJ!drMIGfAM'N4LIiJiMi'a"IIII STATE OF TEXAS § COUNTY OF DALLAS § BEFORE ME, the undersigned Notary Public, on this day personally appeared Christopher S. Hagge,known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he,being fully authorized to do so,executed and delivered the same as Vice President of Merit Management Partners GP, LLC, in its capacity as the direct or indirect general partner of the above listed entities,on the day and year therein mentioned and as the act and deed of said corporation,for the purpose and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF FFICE,this 29th day of June,2012. • A/W ri .y, sfin-witairNotar Public Notary Public. Gi 5% My Commi iresllate ace STATE OF TEXAS § COUNTY OF DALLAS § BEFORE ME,the undersigned Notary Public,on this day personally appeared Lance A. Lauck. known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he,being fully authorized to do so,executed and delivered the same as Senior Vice President-Corporation Development for PDC Energy,Inc.,a Nevada corporation,on the day and year therein mentioned and as the act and deed of said corporation, for the purpose and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OF CE,this 29th day of Jt e,2012. Notary P lic My Commission ex irej, rotary tnnue, Windt stop et To 8 • 3856899 Pages: 47 of 83 07/05/2012 11:38 R11 R Fee:$421.00 Steve Merano. Clerk and Recorder- Weld County. CO •iEAKIi4ti'dF!IN VLItrwLcM4!M',I9VLIN"1BIIII Hf. A 0 06p w QU sa qg O H O yE Q� . 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