Exhibit 10.15
SUNOCO, INC.
XXXXX 000
0000 X Xxx Xxxxxx
Xxxxxxx XX 00000-0000
000 000 0000
Fax 000 000 0000
CRUDE OIL PURCHASE AGREEMENT
SUNOCO REFERENCE NO. 520627
This agreement, made and entered into as of this __19th day of January ,
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1999 2000 by and between "Buyer" and "Seller" as follows:
Buyer: Seller:
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Sunoco, Inc. (R&M) Trinity Texas Energy Resources
("SUNOCO") 00000 Xxxx Xxxxxxx, Xxxxx 0000
0000 X. Xxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000
Xxxxxxx, Xxxxx 00000
WITNESSETH:
WHEREAS, Seller owns or is authorized to sell all of the volumes of crude
oil and condensate produced from the properties described in Exhibit "A"
attached hereto; and
WHEREAS, Buyer desires to purchase and receive said crude oil and
condensate and Seller desires to sell and deliver said crude oil and condensate
in accordance with the terms of this agreement;
1 Sale and Purchase. Subject to the provisions hereof, Seller shall
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sell to Buyer and Buyer shall purchase from Seller all of the crude oil and
condensate produced from the properties described in Exhibit "A" attached
hereto. Seller hereby commits and dedicates to the performance of this agreement
all of the crude oil and condensate produced from the lease(s) included on
Exhibit "A" attached hereto. The parties hereto, by mutual consent, may amend
this agreement at any time to include additional properties to Exhibit "A".
2. Term. This agreement shall remain in effect for an initial term of two
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(2) months, commencing on November 1, 1999 and from month to month thereafter,
unless and until terminated by either party upon written notice thereof given
thirty (30) days in advance of the end of the primary term of this agreement or
any extension thereof.
3. Delivery Point. Delivery shall take place and title shall pass from the
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Seller to the Buyer when the crude oil passes the outlet flange of the Seller's
lease facility to the receiving equipment of Buyer or Buyer's designated agent.
4. Warranty of Title and Authority to Sell. Seller hereby warrants and
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guarantees that the title to the portion of the crude oil sold and delivered
hereunder which is owned by Seller is free and clear of all liens and
encumbrances and warrants that as to the remaining portion of the crude oil sold
and delivered hereunder Seller has the right and authority to sell and deliver
said crude oil for the benefit of the true owners thereof. Seller further
warrants that the crude oil has been produced, handled, and transported to the
delivery point hereunder, in accordance with the laws, rules and regulations of
all governmental authorities having jurisdiction thereof. Seller shall
indemnify and hold Buyer harmless from and against any and all cost, damage and
expense suffered and incurred by reason of any failure of the title so warranted
or any inaccuracy in the representation of Seller's right and authority to sell
said crude oil made herein.
5. Price. Effective November 1, 1999, Sunoco's posted price for West Texas
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Intermediate crude oil (currently Sunoco's Col. 4), in effect on date of
delivery, available in Sunoco's Crude Oil Price Bulletin Summary as published,
modified by the net adjustment. Buyer and Seller agree that the net adjustment
shall be computed as set forth in Exhibit "A". The Temporary Marketing
Adjustment (T.M.A.) currently equals one dollar and sixty cents ($1.60) per
barrel.
For pricing purposes, the daily volume of crude delivered in each month
shall be determined either by reference to delivery tickets or other records
showing actual daily deliveries of such crude or, in the absence of such
records, shall be deemed to have been delivered in equal daily quantities for
each day of the given month.
Buyer and Seller further agree that for the term of this agreement, or any
extension thereof, seller shall not be charged gravity deductions on leases
listed on the attached exhibit "A", and any additions thereto.
6. Manner of Payment. Subject to verification of deliveries, payment for
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crude oil sold and delivered shall be made by check on or about the twenty-third
(23rd) day of the month following the month of delivery. Payment shall be made
to the Seller utilizing Buyer's Division Order (excluding taxes).
7. Taxes. Buyer is hereby authorized to withhold from the proceeds
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allocable to the sale and delivery of crude oil hereunder the amount of
severance taxes levied by State and Federal Agencies.
8. Prevailing Document. In the event of any conflict between the provisions
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of this agreement and the provisions of any applicable division order executed
in accordance with the terms hereof, the provisions of this agreement shall
control.
9. Quality Requirements. If the crude oil shall not meet Sunoco's West
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Texas Intermediate requirements at the delivering point, then Buyer shall have
the right to terminate this Crude Oil Purchase Agreement by giving thirty (30)
days written notice.
10. General Provisions. The General Provisions attached to this agreement
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are made a part of this agreement.
ALL SIGNATURES MUST BE WITNESSED
SUNOCO, INC. (R&M)
Witness
By (SIGNED)
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Xxxxxx X. Xxxxxx
(SIGNED)
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Title Crude Oil Representative
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TRINITY TEXAS ENERGY RESOURCES
Witness
By (SIGNED)
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Title Chief Operating Officer
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Hand written
SUNOCO, INC. (R&,M
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COPA GENERAL PROVISIONS
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1. Existing Laws. This Agreement will be governed by existing laws of the
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State of Texas.
2. Force Majeure. Neither party shall be liable to the other for failure
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or delay in making or accepting deliveries hereunder to the extent that such
failure or delay may be due to compliance with acts, orders, regulations or
requests of any federal, state or local civilian or military authority or as a
result of insurrections, wars, rebellion, riots, strikes, labor difficulties,
action of the elements, disruption or breakdown of production or transportation
facilities, or any other cause, whether or not of the same class or kind,
reasonably beyond the control of such party.
3. Quality and Measurement. Seller warrants that all crude oil purchased
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hereunder shall be of merchantable quality (that is, unaltered and
uncontaminated by any foreign substances or chemicals not normally associated
with oil) and suitability shall be determined within the Buyer's exclusive, good
faith opinion. Quantities of oil delivered hereunder shall be determined by a
method of measurement generally accepted within the industry including, but not
limited to, the use of automatic measuring equipment, tank gauges on 100% tank
table basis, and certified truck gauges and meters. Meters shall be proven in
accordance with the latest American Petroleum Institute standards. Volume shall
be measured in barrels of forty-two (42) U.S. Gallons as adjusted for
temperature to 60 degrees Fahrenheit, less deductions for basic sediment and
water and other impurities determined according to applicable API practices. Oil
containing basic sediment and water in excess of the quantity permitted by the
carrier's tariff shall be treated by Seller to render it merchantable. Tests for
quality shall be made at regular intervals by Buyer or Buyer's Agent in
accordance with recognized procedures. Each party shall have the right to have a
representative present to witness all tests and measurements but in the absence
of either party's representative, the results of the tests and measurements
performed by the Buyer shall be deemed to be conclusive.
4. Waiver. Failure by either party to object to any failure of performance
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by the other party of any provision of this Agreement shall not constitute a
waiver of, or estoppel against, the right of such party to require such
performance by the other. Nor shall any such failure to object constitute a
waiver or estoppel with respect to any succeeding failure of performance.
5. Assignment. This Agreement shall not be assignable by either party
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without the prior written consent of the other. Any attempted assignment without
such consent shall be void.
6. Compliance with Laws. Each party agrees that the performance of this
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contract shall comply with all applicable state, federal and local laws. Each
party shall supply evidence of compliance, if required.
7. Security. If, in the reasonable opinion of either party, the financial
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responsibility of the other party is or becomes impaired or unsatisfactory, or
if the other party fails to make any payment or delivery when required, the
requesting party may require satisfactory security to secure performance or
payment or both, whether by way of stand-by or documentary letter of credit,
guaranty, advance payment, or otherwise. Failure to provide the required
security shall constitute a material breach of the Agreement entitling the
requesting party to cancel or suspend its delivery obligation and to offset any
payments or deliveries due the other party under this Agreement or other
Agreements between the two parties.
8. Damages. The parties agree that in the event of a material breach of
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this Agreement resulting from a repudiation of an obligation or a failure to
deliver or receive all or a material portion of the required quantities, the
non-breaching party shall be entitled to recover contract damages,
administrative costs for any cover or resale and any other costs including but
not limited to court costs and reasonable legal fees incurred in recovering such
damages.
9. Condition of the Property. Seller agrees to maintain its tanks and
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appurtenances related thereto such as ladders, handrails and catwalks, other
equipment used in the crude oil measuring and delivery areas, the ingress and
egress roads and other improvements to the property as well as the property
itself in a safe and workmanlike condition such that Buyer, its employees and
agents may access the property to perform the duties and obligations set forth
in this agreement without injury. Seller agrees to indemnify and hold Buyer
harmless from any cost, expense, loss or liability (including reasonable
attorney's fees) for personal injury and/or property damage caused by or related
to the condition of the tanks, appurtenances, equipment, roads or property
whether suffered by Buyer, Buyer's employee, or an employee of Buyer's
contractors, agents, or affiliates unless such injury or damage was caused by
the sole negligence of Buyer or Buyer's contractor or agent.
10. Default. If the Seller fails to sell and deliver or the Buyer fails to
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take delivery of or pay the purchase price for all of the Oil required to be
sold and delivered by the terms of this Agreement; or if either party fails to
establish any letter of credit required elsewhere in this Agreement; or if
either party becomes insolvent (defined for the purposes hereof as a failure to
meet its obligations as they become due); files a voluntary petition in
bankruptcy, or seeks reorganization receivership, or arrangements with respect
to its debts; files an answer admitting any material allegation of any
insolvency petition filed pursuant to any insolvency act, whether federal or
state; applies for, consents to, or fails to obtain the dismissal or discharge
of an order for the appointment of a receiver or trustee for any substantial
part of its property or assets; or, fails to satisfy or to appeal from any
material judgment or attachment within 30 days from the date of entry; or if
either commits any other material breach of the terms of this Agreement and
fails to promptly cure such breach after notice by the other party, that party
shall be in default. In any such event the other party may cancel or suspend
deliveries or receipts or cancel this Agreement and offset any payments due the
other party under this Agreement or other Agreements between the two parties,
and may do so without prejudice to any claim for damages or any other right or
remedy under this Agreement or applicable law.
I 1. Integration and Amendments. This Agreement, embodies the entire
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understanding of the parties hereto and supersedes all prior negotiations,
understandings and agreements between them with respect to the entire matter
hereof. The provisions hereof may be waived, supplemented or amended only by
an instrument in writing signed by a duly authorized representative of each of
the parties hereto.
12. Severability. If any portion of this Agreement should be adjudged
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illegal or unenforceable, the remainder of this Agreement shall continue to be
enforceable if commercially reasonable.
13. Notices. All notices, statements or other communications to be given,
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submitted or made by either party to the other shall be sufficiently given if in
writing and sent by air mail, postage prepaid, or by telegraph, telex, radio or
cable to the address of such other party as specified on page one of this
Agreement. Either party may change its address for the purpose set forth in this
paragraph upon giving fifteen (15) days prior written notice to the other party.
EXHIBIT "A"
TRINITY TEXAS ENERGY RESOURCES - - COPA 520627 EFFECTIVE: 11101/99
EFF. SUNOCO TEMP TRANS NET
DATE PROP. # LEASE NAME FIELD COUNTY/ST MKTG. ADJ. (-) ADJ. (=) ADJ
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11/01/99 0260180000 HARTWICH QUITO (WOLFCAMP) XXXX, TX $ 1.60 $ 0.00 $1.60 SUNOCO'S WT INT (COL. 4)
LEASE NAME (+) PRICE*
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HARTWICH
*AS PUBLISHED IN SUNOCO, INC. (R&M) CRUDE OIL PRICE BULLETIN SUMMARY.
