ConocoPhillips Company v. Vaquillas Unproven Minerals, LTD. ( 2015 )

ACCEPTED
04-15-00066-CV
FOURTH COURT OF APPEALS
SAN ANTONIO, TEXAS
5/29/2015 9:04:03 AM
NO. 04-15-00066-CV KEITH HOTTLE
CLERK
IN THE COURT OF APPEALS
FILED IN
FOR THE FOURTH DISTRICT OF TEXAS AT SAN ANTONIO
4th COURT OF APPEALS
SAN ANTONIO, TEXAS
__________________________________________________________________
05/29/15 9:04:03 AM
KEITH E. HOTTLE
CONOCOPHILLIPS COMPANY APPELLANT
Clerk
V.
VAQUILLAS UNPROVEN MINERALS, LTD. APPELLEE
__________________________________________________________________
On Appeal from the 406th District Court, Webb County, Texas
__________________________________________________________________
BRIEF OF APPELLEE
__________________________________________________________________
GREGG OWENS
State Bar No. 15383500
JOHN R. HAYS, JR. P. MICHAEL JUNG
State Bar No. 09303300 State Bar No. 11054600
ALICIA R. RINGUET Strasburger & Price, LLP
State Bar No. 24074958 4400 Bank of America Plaza
Hays & Owens L.L.P. 901 Main Street
807 Brazos Street, Suite 500 Dallas, Texas 75202
Austin, Texas 78701 (214) 651-4300
(512) 472-3993 (214) 659-4022 (telecopy)
(512) 472-3883 (telecopy) michael.jung@strasburger.com
gregg.owens@haysowens.com
john.hays@haysowens.com
RAUL LEAL ARMANDO X. LOPEZ
State Bar No. 24032657 State Bar No. 12562400
Raul Leal Incorporated Armando Lopez, Attorney at Law
5810 San Bernardo, Suite 390 1510 Calle Del Norte, Suite 16
Laredo, Texas 78041 Laredo, Texas 78041
(956) 727-0039 (956) 726-0722
(956) 727-0369 (telecopy) (956) 726-6049 (telecopy)
rleal@rl-lawfirm.com mandox@rio.bravo.net
ATTORNEYS FOR APPELLEE
ORAL ARGUMENT REQUESTED
IDENTITIES OF PARTIES AND COUNSEL
Party Counsel
ConocoPhillips Company Michael V. Powell
Appellant Cynthia K. Timms
Elizabeth L. Tiblets
Locke Lord LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201-6776
Adolfo Campero
Campero & Associates, P.C.
315 Calle Del Norte, Suite 207
Laredo, Texas 78041
Vaquillas Unproven Minerals, Ltd. Gregg Owens
Appellee John Hays
Hays & Owens L.L.P.
807 Brazos Street, Suite 500
Austin, Texas 78701
P. Michael Jung
Strasburger & Price, LLP
4400 Bank Of America Plaza
901 Main Street
Dallas, Texas 75202
Raul Leal
Raul Leal Incorporated
5810 San Bernardo, Suite 390
Laredo, Texas 78041
Armando X. Lopez
Armando Lopez, Attorney at Law
1510 Calle Del Norte, Suite 16
Laredo, Texas 78041
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TABLE OF CONTENTS
Identities of Parties and Counsel.................................................................................i
Table of Contents ...................................................................................................... ii
Index of Authorities ................................................................................................... v
Statement of the Case............................................................................................. viii
Issue Presented ....................................................................................................... viii
Statement of Facts ...................................................................................................... 1
The Leases ....................................................................................................... 1
The Field Rules ................................................................................................ 2
The Well Density Rule .................................................................................... 4
The Partial Releases ......................................................................................... 4
The Litigation .................................................................................................. 5
Summary of the Argument......................................................................................... 5
Introduction to the Argument..................................................................................... 8
Oil and Gas Leases .......................................................................................... 8
Retained-Acreage Clauses ............................................................................... 9
Spacing, Density, and Units Under the Rules ............................................... 10
Argument.................................................................................................................. 11
I. UNDER THE PLAIN MEANING OF THE RETAINED-
ACREAGE CLAUSE, CONOCO IS OBLIGATED TO
RELEASE ALL ACREAGE EXCEPT FOR 40 ACRES
PER WELL. ....................................................................................... 11
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A. It Is the Spacing or Proration Provided by the Field
Rule, Not Necessarily the Text of the Field Rule Itself,
that Must Establish Units of Acreage Per Well. .................. 13
B. The Spacing Provided by Field Rule 2 “Establishes”
Units of Acreage per Well. ..................................................... 14
C. The Units Established by Field Rule 2’s Spacing
Requirements Are “Different Units” Because They
Are Different from 640 Acres. ............................................... 18
II. OTHER RULES OF CONSTRUCTION DO NOT PERMIT
OR REQUIRE THE COURT TO DISREGARD THE
PLAIN MEANING OF THE RETAINED-ACREAGE
CLAUSE. ............................................................................................ 20
A. The Rule Against Surplusage Does Not Change the
Result. ....................................................................................... 20
1. That Any Drilling Unit Established as a Result
of Field-Rule Spacing Would Likely Be Less
Than 640 Acres Does Not Create Surplusage. ........... 21
2. The 640-Acre Pooling Authorization Is Not
Rendered Surplusage. .................................................. 23
3. The Requirement That Each Retained Unit
Contain “At Least” One Well Is Not Rendered
Surplusage. .................................................................... 24
4. That a Particular Field-Rule Spacing
Establishes the Drilling Unit for Gas Wells at
the Same Acreage as the Drilling Unit for Oil
Wells Does Not Create Surplusage. ............................ 25
B. The Rule Regarding Special Limitations on a Grant
of Leasehold Rights Has No Application Here..................... 26
III. THE MANIFEST PURPOSE OF THE RETAINED-
ACREAGE CLAUSE IS SERVED BY THE TRIAL
COURT’S CONSTRUCTION. ........................................................ 28
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Prayer ....................................................................................................................... 29
Certificate of Service ............................................................................................... 30
Certificate of Compliance ........................................................................................ 31
Appendix Tab
Amended Order on Cross-Motions for Summary Judgment (CR
433-35) ................................................................................................. 1
Amended Oil and Gas Mineral Lease [26,622.79-acre tract] (CR
283-301) ............................................................................................... 2
Oil and Gas Mineral Lease [6,740-acre tract] (CR 302-23) ........................... 3
Final Order Amending Field Rules for the Vaquillas Ranch (Lobo
Cons.) Field Webb County, Texas (CR 254-55) .................................. 4
16 Tex. Admin. Code § 3.38 (CR 234-40) ..................................................... 5
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INDEX OF AUTHORITIES
Cases
Anadarko Petroleum Corp. v. Thompson,
94 S.W.3d 550 (Tex. 2002) .................................................................... 11, 26
Columbia Gas Transmission Corp. v. New Ulm Gas, Ltd.,
940 S.W.2d 587 (Tex. 1996) .........................................................................16
ConocoPhillips Co. v. Ramirez,
No. 04-05-00488-CV, 2006 Tex. App. LEXIS 5710 (Tex. App. – San
Antonio 2006, no pet.) (mem. op.) ............................................................9, 22
Endeavor Energy Resources, L.P. v. Discovery Operating, Inc.,
448 S.W.3d 169 (Tex. App. – Eastland 2014, pet. filed) ..............................27
Garcia v. King,
139 Tex. 578, 164 S.W.2d 509 (1942) ............................................................9
Heritage Resources, Inc. v. NationsBank,
939 S.W.2d 118 (Tex. 1996) ............................................................ 11, 16, 19
Jones v. Killingsworth,
403 S.W.2d 325 (Tex. 1965) ............................................................ 16, 17, 18
Railroad Commission v. WBD Oil & Gas Co.,
104 S.W.3d 69 (Tex. 2003) .............................................................................2
Springer Ranch, Ltd. v. Jones,
421 S.W.3d 273 (Tex. App. – San Antonio 2013, no pet.) ...........................21
Unit Petroleum Co. v. David Pond Well Service, Inc.,
439 S.W.3d 389 (Tex. App. – Amarillo 2014, pet. filed)..............................25
Universal CIT Credit Corp. v. Daniel,
150 Tex. 513, 243 S.W.2d 154 (1951) ..........................................................21
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Wagner & Brown, Ltd. v. Sheppard,
282 S.W.3d 419 (Tex. 2008) .........................................................................24
Statutes
Tex. Civ. Prac. & Rem. Code § 51.014(d).................................................................5
Administrative Materials
16 Tex. Admin. Code § 3.31(c)(1)...........................................................................15
16 Tex. Admin. Code § 3.37 ......................................................................... 4, 10, 22
16 Tex. Admin. Code § 3.38 ............................................................................ passim
16 Tex. Admin. Code § 3.38(b) .................................................................................4
16 Tex. Admin. Code § 3.38(b)(2)(A) .....................................................................16
16 Tex. Admin. Code § 3.38(b)(2), table entry (6) ..............................................4, 18
16 Tex. Admin. Code § 3.38(f) ................................................................................25
Secondary Sources
1 Ernest E. Smith & Jacqueline Lang Weaver, Texas Law of Oil and Gas
§ 4.1(B) (2014) ................................................................................................8
1 Ernest E. Smith & Jacqueline Lang Weaver, Texas Law of Oil and Gas
§ 5.2(B)(3) (2014) ............................................................................................9
2 Ernest E. Smith & Jacqueline Lang Weaver, Texas Law of Oil and Gas
§ 10.1(B)(2) (2014) ........................................................................................11
Black’s Law Dictionary (10th ed. 2014) ..................................................................18
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Bruce M. Kramer, Oil and Gas Leases and Pooling: A Look Back and a
Peek Ahead, 45 Tex. Tech. L. Rev. 877 (2013) ............................................10
William Shakespeare, The Merchant of Venice, act III, scene 5 (circa 1598).........14
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STATEMENT OF THE CASE
Nature of the Case Suit by oil-and-gas lessor for damages,
specific performance, and other relief, al-
leging lessee’s incomplete compliance
with its obligation to release unused lease-
hold acreage following termination of a
continuous-drilling period
Course of Proceedings Cross-motions for summary judgment re-
garding the scope of the defendant’s obli-
gation to release acreage
Trial Court 406th District Court, Webb County
Hon. Oscar J. Hale, Jr., presiding
Trial Court Disposition Plaintiff’s motion for partial summary
judgment granted (CR 420); defendant’s
motion for summary judgment denied
(id.); permissive interlocutory appeal
granted (CR 433-35) (Appendix 1)1
ISSUE PRESENTED
Did the trial court correctly grant summary judgment that Conoco breached
its obligation under the Leases by failing to release all acreage in excess of 40
acres for each producing and shut-in natural gas well capable of producing in pay-
ing quantities?
1
Record citations will be in the form (CR xx), indicating page xx of the Clerk’s Record. Where
an item appears in the appendix to this brief, that fact will be indicated by the notation “(Appen-
dix aa),” where aa refers to the appropriate numbered tab in the appendix.
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STATEMENT OF FACTS
The Leases. This case concerns two oil-and-gas leases (“the Leases”), each
of which contains a retained-acreage clause requiring the lessee to release the acre-
age it chooses not to timely develop; the clauses are identically worded in material
respects.
The first lease, dated June 15, 1974, and amended on November 1, 1987,
covered 26,622.79 acres of land in Webb County. (CR 276-82 (original lease); CR
283-301 (Appendix 2) (amended lease)). (The amended lease will be referred to as
“the 26,622.79-acre Lease”). Paragraph 18 of the amended lease required the les-
see to release undeveloped acreage three years hence:
On November 1, 1990, Lessee covenants and agrees to execute and
deliver to Lessor a written release of any and all portions of this lease
which have not been drilled to a density of at least 40 acres for each
producing oil well and 640 acres for each producing or shut-in gas
well, except that in case any rule adopted by the Railroad Commission
of Texas or other regulating authority for any field on this lease pro-
vides for a spacing or proration establishing different units of acreage
per well, then such established different units shall be held under this
lease by such production, in lieu of the 40 and 640-acre units above
mentioned … .
(CR 286-87 (¶ 18)).2 In the event of ongoing drilling or reworking operations as of
2
The paragraph further provided that “[e]ach retained unit shall contain at least one (1) well pro-
ducing or capable of producing oil or gas in paying quantities, and the acreage within a unit shall
be contiguous.” (CR 287).
SP-#6737091-v1-Vaquillas_Brief_of_Appellee.docx
the 1990 date, however, a proviso postponed the release obligation until ninety
days after the cessation of good-faith continuous drilling on the leasehold property.
(CR 287 (¶ 18)).
The second lease, dated November 1, 1987, covered 6,740 acres in Webb
County. (CR 302-23) (Appendix 3). It contained a nearly-identical release para-
graph, triggered at the end of the primary term (November 1, 1990) or ninety days
after the cessation of good-faith continuous drilling. (CR 305-06 (¶ 18)).
For material purposes, Appellee Vaquillas Unproven Minerals, Ltd., is the
lessor under the Leases (CR 273-74 (¶ 3)), and Appellant ConocoPhillips Compa-
ny (“Conoco”) is the lessee under the Leases.
The Field Rules. Because the statewide general rules for oil and gas devel-
opment adopted by the Railroad Commission “cannot adequately address the wide-
ly varying conditions found in the thousands of oil and gas reservoirs in Texas, the
Commission may issue orders with detailed regulations for a specific field, which
the Commission calls field rules.” Railroad Commission v. WBD Oil & Gas Co.,
104 S.W.3d 69, 70 (Tex. 2003).
On February 24, 1998, the Railroad Commission, at Conoco’s request,
adopted field rules for the Vaquillas Ranch (Lobo Cons.) Field, which included the
two Vaquillas leaseholds. (CR 245-48). Rule 2 of the field rules established spac-
ing requirements for gas wells:
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No gas well shall hereafter be drilled nearer than FOUR HUNDRED
SIXTY SEVEN (467) feet to any property line, lease line or subdivi-
sion line and no well shall be drilled nearer than ONE THOUSAND
TWO HUNDRED (1,200) feet to any applied for, permitted or com-
pleted well in the same reservoir on the same lease, pooled unit or
unitized tract. The aforementioned distances in the above rule are
minimum distances to allow an operator flexibility in locating a well,
and the above spacing rule and the other rules to follow are for the
purpose of permitting only one well to each drilling and proration
unit.
(CR 247) (provisions for exceptions omitted). As it does when adopting field
rules, the Commission considered the unique characteristics of the specific field
and found that Rule 2 and the other field rules would prevent waste and would pro-
tect correlative rights. (CR 252 (¶ 3)).
On November 2, 2010, the Railroad Commission amended the field rules,
again at Conoco’s request. (CR 254-55) (Appendix 4). The new Rule 2 is similar
to the old rule, but eliminated the minimum between-well spacing requirement for
wells permitted at least 660 feet from the nearest property line, lease line, or subdi-
vision line. (CR 254). (We will refer to the amended rule as “Field Rule 2.”)
Again, the Commission considered the unique characteristics of the field and found
that the amendment was necessary to prevent waste and protect correlative rights.
(CR 263 (¶ 3)).3
3
The Commission, through its adoption of special field rules for the field, considered the evi-
(footnote continued on next page …)
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The Well Density Rule. The Railroad Commission’s Rule 38 (Appendix
5), entitled “Well Densities,” prescribes well densities by prescribing minimum
acreage requirements per well based on the spacing applicable to the field. 16 Tex.
Admin. Code § 3.38(b); (CR 234, 240). For wells subject to spacing requirements
of 467’ from the property, lease, or subdivision line and 1200’ from adjacent wells,
the required acreage to drill a well is 40 acres. 16 Tex. Admin. Code § 3.38(b)(2),
table entry (6); (CR 234, 240).4
The Partial Releases. Conoco chose to end its continuous drilling program
on June 21, 2012 (CR 242 (¶ 17)),5 thus triggering its release obligations under the
Leases ninety days later. On February 17, 2014, Conoco executed two partial re-
leases (CR 90-166, 167-79). These releases defined 41 retained tracts on the two
(… footnote continued from previous page)
dence presented and in its expertise concluded that 467-foot lease-line spacing and 1,200 be-
tween-well spacing requirements were the appropriate spacing rule for development in this par-
ticular field. (See CR 247). It makes no difference that this happens to be the same spacing as
that set out in Statewide Rule 37 for fields where the Commission has not considered the evi-
dence and adopted special field rules. This was the spacing adopted for this field, based on the
evidence for this field.
4
The elimination of the spacing requirement for interior wells via amended Field Rule 2 did not
alter the drilling unit size. Vaquillas produced uncontroverted summary judgment evidence that,
after the amendment, the Railroad Commission continued to require standard drilling units of 40
acres per well (CR 232) and Conoco continued to regard the drilling unit requirement for interior
wells as 40 acres per well (CR 267).
5
This is the date shown in the record as to the 26,622.79-acre Lease. Conoco acknowledges that
its continuous drilling program as to both Leases ended on or about June 21, 2012. Brief of Ap-
pellant at 7.
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leaseholds, encompassing 208 gas wells, and released the remaining leasehold
acreage. (Id.). Many of the retained tracts were 640 acres in size, although some
were as small as 172.43 acres. (Id.).
The Litigation. Believing that it was Conoco’s obligation under the Leases
to release all acreage except for 40 acres for each producing or shut-in gas well,
Vaquillas brought this suit, seeking a judgment to that effect, together with specific
performance, damages, and attorneys’ fees. (CR 190-99). Conoco moved for
summary judgment (CR 27-42) and Vaquillas moved for partial summary judg-
ment confirming its interpretation of the Leases (CR 200-29). The trial court, after
a half-day oral hearing, granted Vaquillas’s motion and denied Conoco’s. (CR
420).
Conoco moved in the trial court for permission to file an interlocutory ap-
peal under Tex. Civ. Prac. & Rem. Code § 51.014(d); Vaquillas did not oppose the
motion. (CR 422-26). The trial court amended its summary judgment order to in-
clude the required statutory findings. (CR 433-35) (Appendix 1). This Court
granted Conoco’s petition to appeal.
SUMMARY OF THE ARGUMENT
The plain meaning of the retained-acreage clause supports the trial court’s
determination that Conoco was entitled to retain only 40 acres for each producing
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or shut-in gas well. That clause established a default retention of 640 acres for gas
wells, but contained an exception triggered by a field rule providing for a spacing
establishing different units of acreage per well.
Field Rule 2 was such a rule. It provided for a spacing that established a 40-
acre drilling (spacing) unit. The 40-acre unit was no less “established” because it
was a minimum; minimum-size drilling units, typically linked to spacing require-
ments, are the universal norm in Texas oil and gas regulation, and are the only type
of units that makes sense.
The 40-acre units established by Field Rule 2’s spacing requirements were
“different units of acreage,” as required by the Leases, because they were “differ-
ent” from the 640 acres specified in the default provision of the retained-acreage
clause.
Application of the plain language of the clause gives meaning to all Lease
provisions and does not render any provision superfluous. The exception language
controls in lieu of the default retained-acreage provision, but only in those instanc-
es where a field rule has been adopted and provides for a spacing, and that spacing
establishes different units of acreage than 640 acres per well. An exception that
renders a default provision inapplicable under some, or even most, circumstances
does not thereby render the default provision superfluous.
The pooling clause of the Leases, which allows the operator to pool units up
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to 640 acres, cannot be construed as preventing retained acreage sizes of less than
640 acres per well. To do so would indeed render contractual language (the excep-
tion language in the retained-acreage clause) superfluous.
The fact that the operation of the exception under the facts of this case al-
lows only 40 acres per well to be retained does not render superfluous the require-
ment that each retained unit contain “at least” one well. That happens only if the
exception language is triggered, and only if the Railroad Commission does not au-
thorize a variance to the standard drilling unit size. As noted, rendering contractual
language sometimes inapplicable does not mean it is rendered superfluous.
Although the retained acreage sizes for oil and gas wells are different under
the default provision of the retained-acreage clause, there is no reason why that
must necessarily be true when the exception is applied. Again, the default provi-
sion is not rendered superfluous, merely inapplicable under the circumstances.
The presumption against special limitations on the grant of leasehold rights,
cited by Conoco, is a rule for resolving ambiguities, not for creating them in dero-
gation of the plain language of the lease.
The trial court’s construction of the retained-acreage clause comports with
their manifest purpose: the lessee is allowed to retain the acreage necessary to sup-
port its existing wells, and the remaining acreage is released to the lessor for de-
velopment.
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INTRODUCTION TO THE ARGUMENT
Oil and Gas Leases. An oil and gas lease is, at its core, a bargain struck by
a landowner, who desires to have the hydrocarbons beneath his land developed,
with another, who has the experience and capability to do so by undertaking the
complex process of drilling and producing those hydrocarbons. 1 Ernest E. Smith
& Jacqueline Lang Weaver, Texas Law of Oil and Gas § 4.1(B) (2014). In order to
have their minerals developed, landowners generally must transfer the rights to ex-
plore, drill, produce, and market the minerals to an oil and gas company with the
skill and financial ability to do so, such as Conoco. Id. The landowner wants the
minerals to be developed and produced; the company wants the opportunity to
make a profit.
Landowners almost invariably use an oil and gas lease to transfer the rights
to develop and produce the minerals to the oil and gas company. Id. Under such a
lease, the company, in return for the risk it assumes, receives the lion’s share of the
profit derived from production and a generous time period (typically so long as
production is obtained and maintained in paying quantities) within which to con-
tinue operations on the lease.
Absent an express limitation in the lease, a lessee’s rights under an oil and
gas lease may continue, as to the entire property, for an indefinite period of time.
This is true because leases are typically structured so that if oil or gas in paying
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quantities is found during the lease’s primary term, the oil and gas company’s
rights to operate continue as long as any well is producing oil or gas in paying
quantities on the leased property. Id.
Retained-Acreage Clauses. Oil and gas leases frequently contain a re-
tained-acreage clause, which provides operators with the choice and flexibility to
develop the acreage to a specified density, or not to do so and have unused acreage
revert to the landowners/lessors. The clause also helps the landowners/lessors en-
sure that their property is fully developed within a reasonable period of time, by
allowing development of reverted acreage by another lessee. 1 Smith & Weaver,
supra, § 5.2(B)(3).6 In specifying the density for development, a retained-acreage
clause sometimes refers to Railroad Commission rules. Id. (citing ConocoPhillips
Co. v. Ramirez, No. 04-05-00488-CV, 2006 Tex. App. LEXIS 5710 (Tex. App. –
San Antonio 2006, no pet.) (mem. op.)).
Retained-acreage clauses also help a lessor avoid cumbersome and expen-
sive litigation to ensure prudent development. As a leading writer and scholar on
oil and gas law has observed, such clauses “replaced the lessor’s need to utilize the
implied covenant of reasonable development as the sole means to see that its acre-
6
It is well-established that an oil-and-gas lessor “should not be required to suffer a continuation
of the lease after the expiration of the primary period merely for speculation purposes on the part
of the lessees.” See Garcia v. King, 139 Tex. 578, 164 S.W.2d 509, 513 (1942).
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age is fully developed.” Bruce M. Kramer, Oil and Gas Leases and Pooling: A
Look Back and a Peek Ahead, 45 Tex. Tech. L. Rev. 877, 881 (2013) (footnote
omitted).
Spacing, Density, and Units Under the Rules. Field rules typically ad-
dress, among other things, spacing requirements. The Railroad Commission’s
spacing requirements typically establish the minimum distance a well may be lo-
cated to the nearest lease line, property line, or subdivision line, and to other wells
on the same lease completed in the same reservoir. See generally 16 Tex. Admin.
Code § 3.37 (statewide spacing rule); Field Rule 2 (spacing rules for the field in
question). These spacing rules are minimum requirements; an oil or gas operator
may space wells farther apart if it chooses.
Spacing, by its nature, is intertwined with density: the farther apart wells are
spaced, the less densely a particular tract can be developed. Believing that “spac-
ing rules alone do not ensure the orderly development of a field” (CR 269), the
Railroad Commission has also promulgated density requirements; these govern the
number of wells that may be drilled on a given amount of acreage in a reservoir,
and are tied to the applicable spacing requirement. 16 Tex. Admin. Code § 3.38.
The density requirement prescribes the required size of the “drilling unit” –
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the number of acres the operator must have to drill a well.7 Such units are by their
nature minimum-sized units, because they prescribe the minimum acreage required
to obtain a Railroad Commission permit to drill a well. An operator may always
drill a well with more acreage than the minimum.
***
With this background, we turn to an analysis of the Lease clause in question.
ARGUMENT
I. UNDER THE PLAIN MEANING OF THE RETAINED-
ACREAGE CLAUSE, CONOCO IS OBLIGATED TO RE-
LEASE ALL ACREAGE EXCEPT FOR 40 ACRES PER WELL.
Conoco correctly acknowledges that the terms of an oil and gas lease, like
those of any other contract, are to be given “their plain, ordinary, and generally ac-
cepted meaning unless the instrument shows that the parties used them in a tech-
nical or different sense.” Heritage Resources, Inc. v. NationsBank, 939 S.W.2d
118, 121 (Tex. 1996), quoted in Brief of Appellant at 16; accord, e.g., Anadarko
Petroleum Corp. v. Thompson, 94 S.W.3d 550, 554 (Tex. 2002). We therefore
begin with the plain meaning of Paragraph 18 of the Leases.
7
The “drilling unit” is sometimes referred to as a “spacing unit” or a “development unit.” 2
Smith & Weaver, supra, § 10.1(B)(2).
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Paragraph 18 sets forth a default provision for release of leasehold acreage
(lands in excess of 40 acres for oil wells and 640 acres for gas wells), but then cre-
ates an exception:
except that in case any rule adopted by the Railroad Commission of
Texas or other regulating authority for any field on this lease provides
for a spacing or proration establishing different units of acreage per
well, then such established different units shall be held under this
lease by such production, in lieu of the 40 and 640-acre units above
mentioned.
(CR 287 (¶ 18), 305-06 (¶ 18)). This case turns on the meaning and application of
the exception.
Parsing the exception:
“in case
 any rule
 adopted by
 the Railroad Commission of Texas
 or other regulating authority
 for any field on this lease
 provides for
 a spacing or proration
 establishing different units of acreage per
well,
then
 such established different units
 shall be held under this lease by such production,
 in lieu of the 40 and 640-acre units above men-
tioned.”
It is undisputed and indisputable that Rule 2 of the field rules for the
Vaquillas Ranch (Lobo Cons.) Field is a rule adopted by the Railroad Commission
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for the field encompassing the leaseholds. It is likewise undisputed and indisputa-
ble that Field Rule 2 provides for spacing for gas wells. Unfortunately, here the
absence of dispute ends.
A. It Is the Spacing or Proration Provided by the Field Rule,
Not Necessarily the Text of the Field Rule Itself, that Must
Establish Units of Acreage Per Well.
Conoco has argued from time to time that Field Rule 2 provides only for
well spacing, not well density, and that accordingly the exception in the retained-
acreage clause has not been triggered.8 But this argument mistakes the language of
the exception: it does not require that the text of the field rule by itself establish dif-
ferent units of acreage per well, but only that the field rule provide for “a spacing
or proration” that in turn establishes different units of acreage per well. Field Rule
2 provides for a spacing,9 and that spacing in turn establishes units of acreage per
well through the operation of Rule 38. And so the terms of the exception are satis-
fied even though the drilling unit density does not appear in the field rule itself.
8
See, for example, Brief of Appellant at 8 (“The Field Rules do not ‘establish’ any mandatory
units of acreage per well”).
9
Conoco is correct that proration, which is the subject of Field Rule 3, is not at issue in this case.
See Brief of Appellant at 9.
-13-
SP-#6737091-v1-Vaquillas_Brief_of_Appellee.docx
B. The Spacing Provided by Field Rule 2 “Establishes” Units
of Acreage per Well.
Conoco’s primary argument in this Court is that the spacing provided by
Field Rule 2 “establishes” no units of acreage whatsoever. See Brief of Appellant
at 12, 17-18. It says that to “establish” means (according to dictionaries) “to settle,
make, or fix firmly,” which, it implies, happens only when a single inflexible result
is mandated. Id. at 17. Thus, according to Conoco, the spacing requirement would
“establish” units of acreage only if, like Shylock’s bond,10 Rule 38 (through which
Field Rule 2 operates to establish density) prescribed fixed units of acreage that
could not be varied in either direction by the operator.
But this argument ignores the reality, history, and purpose of oil and gas
regulation. The goal of both spacing requirements and well-density requirements
is to allow effective and efficient development of minerals while preventing waste
and injury to correlative rights caused by excessively dense drilling. Thus the
10
“Therefore prepare thee to cut off the flesh.
Shed thou no blood, nor cut thou less nor more
But just a pound of flesh: if thou cut’st more
Or less than a just pound, be it but so much
As makes it light or heavy in the substance,
Or the division of the twentieth part
Of one poor scruple, nay, if the scale do turn
But in the estimation of a hair,
Thou diest and all thy goods are confiscate.”
William Shakespeare, The Merchant of Venice, act III, scene 5 (circa 1598).
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Railroad Commission establishes spacing requirements that by their very nature
are minimums. And as noted above, spacing is closely linked with density, be-
cause wells spaced farther apart are necessarily less dense and vice versa. Thus it
is no surprise that Rule 38, like every other density rule in Texas, prescribes drill-
ing units that are minimums, linked to spacing requirements that are likewise min-
imums.
The exception language in Paragraph 18 is triggered by field-specific prora-
tion rules as well as field-specific spacing rules, and Conoco’s argument is also in-
consistent with Commission practice relating to proration units. Just as density
rules always prescribe minimums, prescribed proration unit sizes are always max-
imums; an operator can assign fewer acres to a proration unit. 16 Tex. Admin.
Code § 3.31(c)(1). If Conoco were correct that the unit standard cannot be estab-
lished unless it is fixed and invariable, this would render of no effect the language
in the Leases providing for retained acreage other than 640 acres in the event of a
field-specific proration rule establishing different-sized units.
Conoco’s Shylockian interpretation, whereby the exception applies only
when the Commission establishes a precise and invariable drilling-unit size, would
deprive the exception of any meaning, because the Commission never does that
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and it would make no sense for the Commission ever to do that.11 It would thereby
violate the interpretive presumption “that the parties to a contract intend every
clause to have some effect.” See Heritage, 939 S.W.2d at 121. It would also vio-
late the maxim that contracts are to be construed in light of the circumstances sur-
rounding their formation. See, e.g., Columbia Gas Transmission Corp. v. New Ulm
Gas, Ltd., 940 S.W.2d 587, 591 (Tex. 1996).
The Paragraph 18 exception requires only that the spacing imposed under
Field Rule 2 establish “units of acreage per well.” The spacing, operating through
Rule 38, does indeed establish units of acreage per well, in the only way drilling
units are ever established in Texas. See 16 Tex. Admin. Code § 3.38(b)(2)(A)
(prescribing the “standard drilling unit”). It “settles” and “makes” those units,
“fixing” them “firmly.” That they are minimums does not make them any less es-
tablished.
Conoco relies on Jones v. Killingsworth, 403 S.W.2d 325 (Tex. 1965), but
that case undercuts Conoco’s position rather than supporting it. Jones involved a
lessee’s attempt to create a 160-acre pooled unit for oil rather than an 80-acre unit,
which the lessor believed to be the maximum size allowed under the pooling clause
11
A fixed drilling unit size would lead to absurd results, such as the denial of a drilling permit to
an operator with a 45-acre tract because the established density is 40 acres.
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of the parties’ lease. Similar to the retained-acreage clause in this case, the pooling
provision in Jones created an exception to the default maximum pooled-unit size
when a different one was prescribed by a governmental authority:
Units pooled for oil hereunder shall not substantially exceed 40 acres
each plus a tolerance of 10% thereof, provided that should govern-
mental authority having jurisdiction prescribe or permit the creation
of units larger than those specified, units thereafter created may con-
form substantially in size with those prescribed by governmental reg-
ulations.
Id. at 327 (emphasis added).
The lessee in Jones argued that applicable Railroad Commission rules,
which prescribed oil proration units of not less than 80 acres but permitted units up
to 160 acres, triggered the exception clause and allowed pooled units not substan-
tially exceeding 160 acres. Id. at 327. The Supreme Court disagreed, noting that
the exception enlarged the pooled-unit limit only to allow units to conform to “pre-
scribed” units, not to “permitted” units. It stated firmly that “[t]he Commission
prescribed a unit of 80 acres,” in spite of the fact that “there may be larger units of
not more than 160 acres.” Id. at 328 (emphasis in original).
The lessons of Jones are twofold. When a lease references the size of units
prescribed by the Railroad Commission, that size controls, not some other size that
is merely permitted. And units are no less “prescribed” because other units are
permitted.
That matches the language of Rule 38:
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The standard drilling unit for all oil, gas, and geothermal resource
fields wherein only spacing rules ... are applicable is hereby pre-
scribed to be the following.
Spacing Rule Acreage Requirement
***
(6) 467 – 1200 40
16 Tex. Admin. Code § 3.38(b)(2)(A), table entry (6) (emphasis supplied).
“Prescribe,” means “[t]o dictate, ordain, or direct; to establish authoritatively
(as a rule or guideline),” Black’s Law Dictionary 1373 (10th ed. 2014) (emphasis
added), and thus has an equivalent meaning to “establish.” And so had Conoco
advanced its Shylockian theory in Jones, it would have been arguing a position
neither litigant there had the temerity to argue – that nothing had been “pre-
scribed,” and that the pooling limit under the lease therefore remained at 40 acres
in the absence of a Railroad Commission rule or order creating an inflexible prora-
tion or drilling unit size. By holding that the field rule prescribed a unit of 80
acres, the Jones Court rejected Conoco’s theory that the Railroad Commission’s
specification of the unit size as a minimum is no specification at all.
C. The Units Established by Field Rule 2’s Spacing Require-
ments Are “Different Units” Because They Are Different
from 640 Acres.
Conoco notes that “[Field] Rule 2 provides no different spacing from the
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Statewide Rules applicable before field rules were adopted for this field.” Brief of
Appellant at 9. It thereby insinuates that only a field rule that imposes spacing re-
quirements different from prior spacing requirements, or from the statewide spac-
ing requirements of Rule 37, triggers the exception clause in Paragraph 18. (Else-
where, however, Conoco admits that “before [the exception] comes into play, the
Commission must ‘establish’ units of a different size than 640 acres.” Brief of
Appellant at 18 n.4 (emphasis supplied).)
The language of Paragraph 18, viewed in its entirety,12 makes crystal clear
what the “established different units” must be “different” from. Having just lim-
ited the lessee’s retained acreage to “40 acres for each producing oil well and 640
acres for each producing or shut-in gas well,” the paragraph then created an excep-
tion “in case any rule … provides for a spacing or proration establishing different
units of acreage per well.” The “different units” are thus units different from 40
acres for oil wells or 640 acres for gas wells. And if there were any lingering
doubt, it would be resolved by the language that appears next: the “different units”
are to be held by production “in lieu of the 40 and 640-acre units above men-
tioned.”
12
In construing an oil and gas lease, one must “examine the entire document and consider each
part with every other part so that the effect and meaning of one part on any other part may be de-
termined.” Heritage, 939 S.W.2d at 121.
-19-
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***
In summary, then, the plain-meaning rule supplies the outcome of this case:
 Field Rule 2 is a rule adopted by the Railroad Commission;
 it is a rule for the field encompassing the leaseholds;
 it provides for a spacing;
 the spacing establishes drilling units of 40 acres per well;
 that is different from the 640-acre gas well density applicable
under the default provision of Paragraph 18; and so
 such established different units (40 acres per well)
 are held under the Leases in lieu of the 640-acre units.
In short, the trial court got it right.
II. OTHER RULES OF CONSTRUCTION DO NOT PERMIT OR
REQUIRE THE COURT TO DISREGARD THE PLAIN MEAN-
ING OF THE RETAINED-ACREAGE CLAUSE.
Unable to prevail under the plain-meaning rule, Conoco offers various rea-
sons why its construction of the retained-acreage clause should nevertheless pre-
vail. None has merit.
A. The Rule Against Surplusage Does Not Change the Result.
Conoco invokes the well-known rule that a contract should be interpreted so
that none of its provisions is thereby rendered superfluous. Brief of Appellant at
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27, citing, e.g., Springer Ranch, Ltd. v. Jones, 421 S.W.3d 273, 279 (Tex. App. –
San Antonio 2013, no pet.). But Conoco misconceives the rule.
The rule is that “no part of an instrument is to be rejected altogether except
as rather a last resort.” McBride v. Hutson, 157 Tex. 632, 306 S.W.2d 888, 894
(1957) (emphasis added); see Universal CIT Credit Corp. v. Daniel, 150 Tex. 513,
243 S.W.2d 154, 158 (1951) (declining to adopt construction that would read pro-
visions out of contract “entirely”). That a particular contractual provision over-
rides another provision under some, or even most, circumstances does not render
the overridden provision surplusage; it merely exemplifies the ordinary, everyday
interplay of contractual provisions. Only where a particular construction deprives
a provision of all possible applicability is the rule triggered. That is not the case
here.
1. That Any Drilling Unit Established as a Result of
Field-Rule Spacing Would Likely Be Less Than 640
Acres Does Not Create Surplusage.
Conoco speculates, with no basis, that it is “likely” that a field-rule spacing
requirement would establish a minimum drilling unit less than 640 acres (as to gas
wells), thereby causing the exception in Paragraph 18 to swallow the default re-
tained-acreage language of that paragraph if minimum drilling units qualify as “es-
tablished different units.” Brief of Appellant at 12, 19-20. But an exception al-
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SP-#6737091-v1-Vaquillas_Brief_of_Appellee.docx
ways swallows the general rule in the particular circumstances where the exception
applies – that is its intended function. For Conoco’s argument to be valid, the ex-
ception would have to swallow the default provision in all, or at least virtually all,
cases, regardless of circumstances.
That is not true here, as this Court’s decision in ConocoPhillips Co. v.
Ramirez, No. 04-05-00488-CV, 2006 Tex. App. LEXIS 5710 (Tex. App. – San
Antonio 2006, no pet.) (mem. op.), illustrates. There, the retained-acreage clause
was similarly worded to Paragraph 18 here, but there was a critical difference from
this case: there was no field-specific rule providing for a spacing requirement.
This Court declined to treat statewide Rule 37 as an adopted rule for the field, and
accordingly ruled for the lessee. Id. at *6-7. One reason for the Court’s decision
in Ramirez was that treating Rule 37 as a rule for the field would leave the default
retained-acreage language of the lease literally no room in which to operate. Id. at
*8-9.
Ramirez thus demonstrates that the exception will override the default provi-
sion only in those cases such as the present, where a formally-adopted rule for the
field provides for a spacing that establishes a unit of acreage less than 640 acres.
Allowing one provision (the exception) to trump another (the default provision) in
every instance would, as Ramirez recognized, render the latter provision surplus-
age; allowing the exception to control in a finite set of circumstances (field-rule
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SP-#6737091-v1-Vaquillas_Brief_of_Appellee.docx
spacing that establishes a drilling unit different from 640 acres) does not.
2. The 640-Acre Pooling Authorization Is Not Rendered
Surplusage.
Conoco contends that establishment of a retained unit size of less than 640
acres would interfere with its right under the Leases to pool up to 640 acres for gas
wells. Brief of Appellant at 12-13, 18, 24-26. This is not correct, and is a classic
example of an argument that “proves too much.” For it would apply no matter
how clearly a field rule provided for a spacing establishing different units of acre-
age; in short, it would render the exception clause under paragraph 18 nugatory
under all circumstances. That, as Conoco points out elsewhere, is a construction to
be avoided under Texas law.13
At the end of the day, there is no need for this Court to attempt to resolve a
speculative issue about the potential interaction between the pooling clause and the
retained-acreage clause, and what might result if pooled acreage were released un-
13
Indeed, if Conoco were correct that a difference between the retained acreage size under the
retained-acreage clause and the allowable unit size under the pooling clause would render the
latter nugatory, that would also be the case even if the lessee were to retain the default 640 acres.
This is because the pooling clause allows pooled units up to 704 acres in size (640 acres plus
10%), while the default retained-acreage provision allows for only 640 acres, and not one acre
more. In any event, Conoco has not argued that it actually formed any pooled units under the
pooling clause, and presented no evidence to that effect.
-23-
SP-#6737091-v1-Vaquillas_Brief_of_Appellee.docx
der the latter clause. That is not this case and can await another day.14
3. The Requirement That Each Retained Unit Contain
“At Least” One Well Is Not Rendered Surplusage.
The retained-acreage clause states that “[e]ach retained unit shall contain at
least one (1) well producing or capable of producing oil or gas in paying quantities,
and the acreage within a unit shall be contiguous.” (CR 287 (¶ 18), 306 (¶ 18)).
Conoco argues that retained unit sizes cannot be governed by drilling unit sizes,
because a retained unit could never contain more than one well and so the “at
least” language would be rendered superfluous. Brief of Appellant at 25-26.
Here again, Conoco confuses permissible superfluity under some circum-
stances with the categorical superfluity that the rules of construction attempt to
avoid. If a field rule is adopted, and if the field rule provides for spacing, and if
that spacing establishes drilling units, and if the field rule does not provide for op-
tional units,15 then, generally speaking, a retained unit would not have more than
14
Wagner & Brown, Ltd. v. Sheppard, 282 S.W.3d 419 (Tex. 2008), although not a retained-
acreage case, suggests how the issue should come out. There, the Court held that, under the
terms of the particular lease in question, the pooled unit survived the loss of the lease, with the
lessor succeeding to the lessee’s rights and obligations with respect to the unit.
15
Optional units allow for drilling at a greater density than the “standard” or “prescribed” drill-
ing unit. For instance, a field rule that provided for 40-acre units, with optional 20-acre units,
would allow two wells to be drilled on each 40-acre retained tract. See generally, e.g., Unit Pe-
troleum Co. v. David Pond Well Service, Inc., 439 S.W.3d 389, 395 n.6 (Tex. App. – Amarillo
(footnote continued on next page …)
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one well. But if any of those things is not true, then a multi-well retained unit is a
possibility. The anti-superfluity rule requires no more than this.
Moreover, Conoco’s argument ignores the possibility of the operator’s ob-
taining density exceptions to allow additional wells to be drilled to a greater densi-
ty. 16 Tex. Admin. Code § 3.38(f) authorizes the Railroad Commission to grant
exceptions to the Rule 38 well density requirements in order to prevent waste or to
prevent the confiscation of property. Field Rule 2 provides likewise. (CR 254-55).
In the case of such an exception, a retained unit might contain more than one well.
4. That a Particular Field-Rule Spacing Establishes the
Drilling Unit for Gas Wells at the Same Acreage as
the Drilling Unit for Oil Wells Does Not Create Sur-
plusage.
Conoco also argues that treating Field Rule 2 as providing for spacing that
establishes a 40-acre drilling unit for gas wells would be anomalous, because the
gas-well retained acreage would then equal the default oil-well retained acreage.
Brief of Appellant at 13, 26. But the fact that the default provision of the retained-
acreage clause specified different retained acreages for oil wells and for gas wells
does not mean that the acreages must continue to be different once the exception is
(… footnote continued from previous page)
2014, pet. filed).
-25-
SP-#6737091-v1-Vaquillas_Brief_of_Appellee.docx
applied. Conoco posits no reason why the two acreage numbers must necessarily
be different. And, as mentioned, the fact that the effect of Field Rule 2 is to make
the drilling units the same for oil and for gas does not render superfluous the de-
fault provision with the two different numbers – it merely renders the default pro-
vision inapplicable under the circumstances.
B. The Rule Regarding Special Limitations on a Grant of
Leasehold Rights Has No Application Here.
Conoco argues that construing the spacing provided for by Field Rule 2 as
establishing “different [40-acre] units of acreage” would violate “the established
rule of Texas law that ‘we will not hold the lease’s language to impose a special
limitation on the grant unless the language is so clear, precise, and unequivocal that
we can reasonably give it no other meaning.’” Brief of Appellant at 13, citing
Anadarko Petroleum Corp. v. Thompson, 94 S.W.3d 550, 554 (Tex. 2002); see
Brief of Appellant at 27-31.
It fails to recognize, however, that this rule has no practical effect in the con-
struction of an unambiguous contract. If contractual language is so unclear, impre-
cise, or equivocal that a court can reasonably give it two different meanings (one
imposing a special limitation and the other not doing so), then the contract is am-
biguous. Yet Conoco correctly concedes that the Leases are unambiguous. Brief
of Appellant at 16.
-26-
SP-#6737091-v1-Vaquillas_Brief_of_Appellee.docx
In Endeavor Energy Resources, L.P. v. Discovery Operating, Inc., 448
S.W.3d 169 (Tex. App. – Eastland 2014, pet. filed), an oil and gas lease contained
an automatic termination clause, triggered by the end of continuous development,
applicable to all acreage not assigned to a proration unit containing the number of
acres required to obtain the maximum producing allowable. The applicable field
rule specified proration units of 80 acres, but allowed the operator to allocate up to
80 additional unassigned acres to each unit. The operator in question had exer-
cised this right as to some wells but not others; it contended that it was allowed to
retain acreage that it could have assigned to proration units but did not.
Although the court held that the termination clause was a special limitation
on the grant, it nevertheless rejected the lessee’s contention that it was allowed to
retain 160 acres per well. The court held instead that the lease unambiguously lim-
ited the retained acreage to lands actually assigned by the operator to a proration
unit. 448 S.W.3d at 175-78. It distinguished Chesapeake Exploration, L.L.C. v.
Energen Resources Corp., 445 S.W.3d 878 (Tex. App. – El Paso 2014, no pet.),
relied on by Conoco here, noting that that case had applied the plain language of an
unambiguous special limitation just as the Endeavor court was doing. 448 S.W.3d
at 178-79.
In short, the rule on which Conoco relies is a rule for resolving ambiguities,
not a rule allowing unambiguous contractual language to be construed against its
-27-
SP-#6737091-v1-Vaquillas_Brief_of_Appellee.docx
plain meaning.
III. THE MANIFEST PURPOSE OF THE RETAINED-ACREAGE
CLAUSE IS SERVED BY THE TRIAL COURT’S CONSTRUC-
TION.
Stepping back for a moment from the details of the retained-acreage clause
and the field rule and statewide rules, one can see that the manifest purpose of the
retained-acreage clause is served by linking the lessee’s release obligation to the
minimum drilling units established by the Railroad Commission. Doing so pro-
vides a standard for the appropriate density of development, and for the release of
acreage that is not developed to that standard. And doing so helps the lessor avoid
having to pursue a claim for breach of the implied covenant of reasonable devel-
opment.
Absent the clause, a single well on each leasehold would have sufficed to
hold the entire 33,362.79 acres, even if the lessee had no intention of ever drilling
further wells on the property. The default provision of the clause prevented this
result, by requiring the release of all acreage in excess of specified acreage pre-
sumptively necessary to support existing wells.
But the clause included an exception that acknowledged the possibility that
the Railroad Commission might make a field-specific spacing determination lead-
ing to a minimum drilling unit smaller than (or, conceivably, larger than) the acre-
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SP-#6737091-v1-Vaquillas_Brief_of_Appellee.docx
age specified in the default provision. It directed the lessee, in that event, to con-
form its release to the modified drilling unit size. The manifest purpose of the ex-
ception is to protect the lessee, by allowing it to retain the acreage necessary to
support its wells and relieving it of further development obligations, but also to
protect the lessor, by allowing acreage not necessary to support the lessee’s wells
to revert and to be developed by the lessor or a new lessee. Acreage that has not
been developed and remains mere scenery cannot be retained.
That is what the trial court’s judgment does here. Of the 33,362.79 acres
covered by the Leases, Conoco has attempted to retain 23,671.63 acres. (CR 90-
166, 167-79). Under Field Rule 2 and Rule 38, it needs 8,320 acres to support its
208 wells. It has chosen not to develop the remaining 15,351.63 acres, yet seeks to
hoard that acreage and prevent Vaquillas from developing it. The exception lan-
guage in Paragraph 18 was crafted to prevent this result, and was properly applied
to do so.
PRAYER
Appellee Vaquillas Unproven Minerals, Ltd., respectfully prays: (1) that the
judgment of the trial court be affirmed; (2) that it recover its costs in this Court;
and (3) for such other and further relief to which it may be entitled at law or in eq-
uity.
-29-
SP-#6737091-v1-Vaquillas_Brief_of_Appellee.docx
GREGG OWENS Respectfully submitted,
State Bar No. 15383500
JOHN R. HAYS, JR.
State Bar No. 09303300 /s/ P. Michael Jung
ALICIA R. RINGUET P. MICHAEL JUNG
State Bar No. 24074958 State Bar No. 11054600
Hays & Owens L.L.P. Strasburger & Price, LLP
807 Brazos Street, Suite 500 4400 Bank of America Plaza
Austin, Texas 78701 901 Main Street
(512) 472-3993 Dallas, Texas 75202
(512) 472-3883 (telecopy) (214) 651-4300
gregg.owens@haysowens.com (214) 659-4022 (telecopy)
john.hays@haysowens.com michael.jung@strasburger.com
RAUL LEAL ARMANDO X. LOPEZ
State Bar No. 24032657 State Bar No. 12562400
Raul Leal Incorporated Armando Lopez, Attorney at Law
5810 San Bernardo, Suite 390 1510 Calle Del Norte, Suite 16
Laredo, Texas 78041 Laredo, Texas 78041
(956) 727-0039 (956) 726-0722
(956) 727-0369 (telecopy) (956) 726-6049 (telecopy)
rleal@rl-lawfirm.com mandox@rio.bravo.net
ATTORNEYS FOR APPELLEE
CERTIFICATE OF SERVICE
I hereby certify that this Brief of Appellee has been served on the appellant
by electronic service on Michael V. Powell, Esq., Attorney for Appellant Cono-
coPhillips Company; and Adolfo Campero, Esq., Attorney for Appellant Cono-
coPhillips Company; both on this 29th day of May, 2015.
-30-
SP-#6737091-v1-Vaquillas_Brief_of_Appellee.docx
/s/ P. Michael Jung
P. MICHAEL JUNG
CERTIFICATE OF COMPLIANCE
This brief complies with Tex. R. App. P. 9.4(i)(2)(B), because the brief con-
tains 6,781 words, excluding the parts of the brief exempted by Tex. R. App. P.
9.4(i)(1).
/s/ P. Michael Jung
P. MICHAEL JUNG
-31-
SP-#6737091-v1-Vaquillas_Brief_of_Appellee.docx
Appendix
SP-#6737091-v1-Vaquillas_Brief_of_Appellee.docx
:;
CAUSE NO. 2014CVQ000438 D4
VAQUILLAS UNPROVEN MINERALS, § IN THE DISTRICT COURT
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AMENDED ORDER ON CROSS-MOTIONS FOR SUMMARY JU ..
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On October 30,2014, Defendant's Motion for Summary Judgment and lai tiffs Cross-
Motion for Partial Summary Judgment were heard. The Court, having reviewed the motion,
briefs, responses, competent summary judgment evidence, and argument of counsel, rules on
"
these motions as follows.
IT IS ORDERED, ADJUDGED, AND DECREED that Defendant's Motion for
Summary Judgment is DENIED.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Plaintiffs Cross-
Motion for Partial Summary Judgment is GRANTED. The Court DECLARES that Defendant
has breached the 26,622.79-acre Lease and the 6,740-acre Lease by failing to release all acreage
in excess of 40 acres for each producing and shut-in natural gas well capable of producing in
paying quantities.
This Order of the Court decides the central question in this case, which is the number of
acres under two oil and gas leases that Defendant ConocoPhillips Company retains under the
"retained acreage" clauses of the leases at the conclusion of ConocoPhillips' continuous drilling
operations. The Court finds that the question decided by this order is a controlling question of
AMENDED ORDER ON CROSS-MOTIONS FOR SUMMARY JUDGMENT PAGEl
433
law as to which there is a substantial ground for difference of opinion. The Court also fmds that
I
.,'.'1
immediate appeal of the order will materially advance the ultimate termination of this litigation.
This Court's Order, and the underlying controlling question of law, involve the parties'
competing legal interpretations of the language of the "retained acreage" clauses and certain
Field Rules adopted by the Railroad Commission of Texas. Although the Court has ruled in
favor of the Plaintiff lessor, Vaquillas Unproven Minerals, Ltd., the Court concludes there are
substantial grounds for difference of opinion regarding whether the leases allow ConocoPhillips
to retain 40 acres per well, as Plaintiff contends, or 640 acres, as ConocoPhillips contends.
An immediate appeal from this Court's Order will materially advance the final
conclusion of litigation. Plaintiff seeks judgment ordering ConocoPhillips to execute releases of
over 15,000 acres described in the leases, as well as possible direct and consequential damages
flowing from ConocoPhillips' alleged breach of the "retained acreage" clauses of the leases. If
ConocoPhillips is forced to release the acreage but later wins an appeal determining that
ConocoPhillips' original interpretation is correct, significant problems could develop. On the
.; other hand, the lessor, Vaquillas Unproven Minerals, Ltd. is interested in having the release of
.,:]
acreage as soon as possible. Furthermore, the Court and the parties anticipate that a
determination of Plaintiffs damages, if any, will be costly and time-consuming.
ConocoPhillips desires to take an interlocutory appeal. The Court rules that such appeal
shall be defined by the lease interpretation question addressed in the parties' cross-motions for
summary judgment. More specifically, the question is whether the leases' retained acreage
clause allows ConocoPhillips Company to retain only 40 acres per each producing or shut-in gas
well it has drilled on the two leases, or whether ConocoPhillips is allowed to retain 640 acres
(Plus I 0% tolerance) for each wells.
AMENDED ORDER ON CROSS-MOTIONS FOR SUMMARY JUDGMENT PAGE 2
434
IT IS HEREBY ORDERED that, pursuant to Texas Civil Practice & Remedies Code §
51.014(d) (West. Supp. 2014) an interlocutory appeal is ALLOWED from this Order.
IT IS FURTHER ORDERED that trial of this action is stayed pending the interlocutory
,j appeal. The Court's Pre-Trial Guideline Order and Scheduling Order are hereby VACATED.
-:1
The parties may proceed with discovery and pretrial proceedings by agreement or with leave of
Court.
SIGNED this 4- day Of9"'=".jI.tAA-..,=="T\------' 2015.
( )~,,~
Ho1:"Oscar 1. Hale, Jr.
Judge Presiding
AMENDED ORDER ON CROSS-MOTIONS FOR SUMMARY JUDGMENT PAGE 3
435
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uo ACAI PoOUnr- Pr:ovilion _, I
~!, " OIL, GAS AND Mliu(RAL LEASE AMENDING OIL', GAS AND''ntNERAL.
LEASE DATED JUNE 15, 1974 (AS AMENDED) BETWEEN LESSOR-AND LESSEE HEREIN
26,622.79-acres of land, more or less, situated'in Webb County. Texas more
fully described in Exhibit "A" attacli"ed"'he'reto and made a part of this Lease
for all relevant purposes. including limitations upon warranty as specifically
set out therei~.
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EXHIBIT
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".
ADDENDUM TO AMENDED OIL AND GAS LEASE
From Vagui11as Ranch Co., Ltd. et a1
To Conoco Inc., Oated November 1, 1987
12. Should Lessee be prevented from complying with covenants of this
lease by reason of conditions or acts set forth in Paragraph '11' hereof,
then Lessee agrees annually to pay to Lessor an amount equal to the delay
rentals herein provided for during such period of prevention, whether same
be during or subsequent to the primary term, and such payment shall be made
at the end of each year of prevention either to Lessor or to the depository
above named for credit to the account of Lessor.
13. This lease does not cover or include any right or privilege of
hunting or fishing on any part of the above described land, cwd Lessee
agrees with lessor that neither he nor his assigns or agents or employees
of his aSSigns, will bring firearms or dogs upon the leased premises, and
should this provision against hunting and fishing be violated by any
agents I servants, employees or contractors of Lessee's assigns, any such
person so Violating same shall have no further right to enter upon the
leased premises, and such person shall be regarded as and shall be a
trespasser on the premises of Lessor and be subject to the penalties
imposed upon trespassers under the laws of the State of Texas.
14. It Is expressly agreed and understood that after production of
oil and gas in commercial quantities is obtained from the leased premises,
the mi nimum annua 1 income to Lessor from payment of renta 1s , shut- i n
royalty and royalty on production shall be sum of not less than Two ($2.00)
Dollars per acre on the total acreage retained and then covered by this
lease, but this provision shall not impair the right and privilege of
Lessee, his successors and aSSigns, to release and surrender any part of
the above described leased premises as herein provided. Lessee, his
successors and aSSigns, shall determine within 90 days from the expiration
of any lease year during which royalties have been paid on actual
production the amount of any deficiency, and shall within said gO-day
period pay such deficiency to Lessor or deposit same to Lessor's credit at
i-CIlP
- -0012146i
----
-1-
GWB2/dm 130(1)
, -,- ,.. , , 285
the depository hereinabove designated. Default in the payment of such
deficiency shall "at operate to tenllinate this lease or any part hereof,
but Lessee, his successors and assigns, agrees to personally pay such
deficiency to Lessor at Laredo in Webb County, Texas, together with any
reasonable cost, including attorney's fees, incurred by Lessor in
collecting such deficiency if not paid within the gO-day period hereinabove
provided for.
15. Nothwithstanding any other provision herein contained, this oil,
gas and mineral lease is limited to oil, gas and sulphur and minerals
produced with oil and gas, and does not include minerals other than oil,
gas and sulphur and minerals produced with oil and gas, as Lessor herein
excludes from the leasehold estate herein granted, and reserves unto
himself, his heirs and assigns, all minerals other than oil, gas and
sulphur and minerals that may be produced with oil and gas, but it is
expressly agreed that 'gas' as used herein includes gas, condensate,
distillate or any other gaseous substance or any other mineral produced
with oil and gas, including sulphur.
16. The right to pool under Paragraph '4' of this Oil, gas and
mineral lease shall be limited to lease or leases on land belonging ·to
Lessor herein, or in which lessor owns an interest in the oil, gas and
other minerals.
17. For the purposes of the annual renta 1 payments due under
paragraph 5, Lessor and Lessee agree that said payments have been timely
paid and received, and that this Lease is perpetuated, without the
necessity of further delay rental payments, until the expiration of the
primary term.
18. On November 1, 1990, Lessee covenants and agrees to execute and
deliver to Lessor a written release of any and all portions of this lease
which have not been drilled to a density of at least 40 acres for each
producing oil well and 640 acres for each producing or shut-in gas well,
except that in case any rule adopted by the Railroad Commission of Texas or
other regulating authority for any field on this lease provides for a
!CiiP" ooi21471
-2- -----~-----
GWB2/dm 130(1)
286
spacing or proration establishing different units of acreage per well, then
such established different units shall be held under this lease by such
production, in lieu of the 40 and 640-acre units above mentioned; provided,
however, that if at such date lessee is engaged in drilling or reworking
operations the date for the execution and delivery of such release shall be
postponed and the entire lease shall remain in force so long "as operations
on said well or wells are prosecuted with reasonable diligence, and if,
after the completion or abandonment of any such well lessee commences the
drilling of an additional well within Ninety (90) days from the completion
or abandonment of the preceding well, or continuously conducts drilling
operations in good faith and with reasonable diligence on said lease
"Without any cessation for longer than Ninety (90) days, said lease shall
remain in full force and effect during such drilling operations and until
the end of Ninety (90) days after the completion or abandonment of the
final well, at which time lessee shall execute and deliver to lessor said
written release, releasing all portions of the lease not then so developed.
Each retained unit shall contain at least one (1) well producing or capable
of producing oil or gas in paying quantities, and the acreage within a unit
shall be contiguous.
If, after the date the partial release called for under this Paragraph 18
takes affect, all production from a retained unit around a well or wells
cease to produce oil or gas in commercial or in paying quantities, Lessee
shall have one hundred eighty (180) days thereafter within which to
commence operations to establish or re-establish production therein in
commercial or paying quantities, whether such production be from the same
wellbore or other wellbore. If such operations result in commercial
producti on, then thi s 1ease, as it app 1 i es to such un it sha 11 continue
until such commercial or paying production again ceases. However, if such
operations do not result in commercial production, then Lessee shall have
ninety (90) days after completion of such operations within which to
commence drilling or reworking operations within such unit, and this lease,
as it applies to said unit, shall remain in force so long as operations on
said well or for drilling or reworking of any additional well therein are
prosecuted with no cessation of more than ninety (90) consecutive days, and
if they result in the production of oil or gas therein, so long thereafter
lCOPOo121"~
-3- --------:--
GWB2/dm 130(1)
287
as oil or gas is produced from said unit. As to any unit upon which
commercial production may periodically terminate, the above right to timely
resume operations and continue this lease as to such unit shall be
reoccurring right.
The stipulation above as to the size of retained tracts around wells shall
never be construed as a satisfaction of Lessee's right, duty and obligation
to reasonably develop the leasehold held by Conoco or its successors or
assigns. After November 1, 1990, Lessee agrees to drill such additional
wells on the leased premises or such portions thereof as may be in force
and effect from time to time, as may be necessary to reasonable develop the
same for the production of oil and/or gas as a reasonable prudent operator.
19. A portion of paragraph 3 has been deleted and the following is in lieu
thereof.
(b) ,on gas, including caSinghead gas or other gaseous substances,
produced from said land, the Lessors royalty shall be calculated and
paid as follows:
a) Sales To Non-Affiliated Third Parties:
In the event Lessee enters into a gas sales contract with a
non-affiliated third party, Lessor's royalty shall be one-sixth
(1/6) of the gross proceeds received by Lessee from the sale of
such gas.
b) Sales To Related Or Affiliated Entities For Resale:
In the event Lessee enters into a gas sales contract to sell gas
to a related or affiliated entity, then Lessor's royalty shall be
computed on the greater of the following:
1. One-sixth (1/6) of the gross proceeds received by lessee or
any affiliate or related entity from the sale of such gas to
the first non-affiliated entity, or
2. One-sixth (1/6) of the highest price reasonably obtainable
for gas by Lessee and other producers or operators in the
-4-
GWB2/dm 130(1)
288
east one-fourth of Webb County, Texas, who are producing gas
of like kind, quality and quantity.
In this regard, it is understood that the "highest price
reasonably obtainable" may be equal to, but is not
necessarily, the highest price then being obtained by other
producers or operators in the east one-fourth Of Webb
County, Texas, who are producing gas of 11ke kind, quality
and quantity.
c) Taking, Selling Or Delivery Of Gas To Lessee Or Its Related Or
Atfil iated Entities For Use (Not For Resale):
In the event Lessee takes gas for its own use, or sells or
transfers gas to a related or affiliated entity for use, then
Lessor's royalty shall be computed on tbe greater of the
following:
1. One-sixth (1/6) of the highest price reasonably obtainable
for gas by Lessee and other producers 01" operators in the
east one-fourth of Webb County, Texas, who are producing gas
of like kind, quality and quantity.
In this regard; it is understood that the "highest price
reasonably obtainable" may be equal to but is not
necessarily the highest price then being obtained by other
producers or operators in the east one-fourth of Webb
County, Texas, who are producing gas of like kind, quality
and quantity, or
2. One-sixth (1/6) of the quarterly weighted average of the
pri ces being pa i d by "purchasers" (as here; nafter defi ned)
in the east one-fourth of Webb County, Texas, who are
purchas i ng gas of 1i ke ki nd and qua 1i ty. For the purposes
of calculating the average price under this Paragraph c2,
prices paid shall be those as reported in the Energy
Planning Book publ ication or as reported to the State of
-5-
GWB2/dm 130(1)
289
Texas for severence tax purposes. uPurchasers" shall mean
the. three largest purchasers based on volume of gas
purchased for such calendar quarter, in the east one-fourth
of Webb County, Texas. For an example of the calculation of
the quarterly weighted average of such price, see Exhibit
UB"
Lessor and Lessee shall meet within eleven (11)· months after the end
of each calander year. At least thirty (30) days prior to such meeting,
Lessee should furnish to Lessor a statement or other documentation of the
basis upon which royalties accrued to lessor under the terms of the Lease
for the previous calender year. Any additional royalties calculated by
Lessee to be due, if any, shall be paid at such meeting. Within one (1)
year from delivery of the above referred to statement or other
documentation, lessor shall notify Lessee of any discrepancies. Failure to
notify lessee timely of any discrepancies shall constitute final acceptance
of royalty payments as covered by such s~atements or other documentation.
The first period for which Lessee shall prepare such statements or other
documentation shall begin on April 1, 1988 and end on December 31, 1988.
Nothing in this paragraph shall preclude Lessor from claiming any royalty
which Lessor is entitled to as a result of mistake in computation,
oversight in computation, or error in computation of royalty or which may
result from the subsequent disclosure of a discrepancy.
LESSOR'S royalty shall be without deduction for any costs. such as,
but not limited to, costs of producing, gathering, storing, separating,
treating, dehydrating, compreSSing, processing, transporting and otherwise
making the oil, gas and associated substances ready for sale or use, except
for a) severance and related taxes, and b) reasonable transportation
expenses which may be necessary to be paid to non-affiliated third parties
or entities to get Lessor's gas to a market or point of sale off the leased
premises and which sale or sales will result in a net price equal to or
higher than if said gas had been sold at the wellhead.
LESSOR'S royalty on all production from depths below the stratigraphic
equivalent of the top of the Cretaceous System as seen at 12,810 feet
---------
lcop 0012151 I
-6-
GWB2/dm 130(1)
290
in the electric log of the Vaquillas #7 Well located 260' FNL and
1,700' FWL of Survey 987, A2061, Webb County, Texas, under the lands
now held by Lessee under this Lease shall be one-fifth (1/5) instead
of one-sixth (1/6).
LESSEE may submit a copy of a proposed gas sales contract to Lessor
which is acceptable to Lessee and request that Lessor approve same for
royalty computation purposes. Lessor shall have thirty (30) days after
receipt of a gas contract to approve same. If lessor approves same or does
not timely decline to do so, then lessor's royalty on gas sold under such
gas sales contract shall be based on the gross proceeds received under said
contract.
GAS contracts with a term in excess of three (3) years shall contain a
provision for price redetermination no later than the end of the 3rd year
and subsequent price redeterminations thereafter at intervals no greater
than two (2) years apart.
20. Lessee agrees to fill all slush pits and level the same when they
have ceased to be used and to restore the land to as near its original
state as is practicable and to pay for damages to the surface of the land
and the improvements, water wells, growing crops and livestock thereon, and
to any other personal property of Lessor, Vaquillas Ranch Company, Ltd.,
occasioned by, arising out of, or resulting from operations by Lessee, his
agents, employees or independent contractors on the land hereby leased to
Lessee. Lessee also agrees, when requested in writing by Lessor, to
divulge to Lessor true and correct information as requested by Lessor as to
all drilling, producing and marketing operations conducted under this lease
and to furnish to lessor copies of all electric well logs taken hereunder;
provfded, however, Lessee shall not be obligated to release such
information until it has been released to the industry.
21. lessee hereby agrees to ensure that the two exit gates on F.M.
2895 (Forest Gate and Reynolds Gate) are guarded in an efficient and
prudent manner during drill ing, reworking or plugging operations and at
other times as mutually agreed to by Lessee and Lessor. As to the exit
-7-
GWB2/dm 130(1)
291
gate on the north side of U.S. Highway 59, Lessee agrees to use its best
efforts to work out an arrangement with other exploration companies using
such gate to ensure that it is guarded in an efficient and prudent manner
during drilling, reworking or plugging operations and other times as
mutually agreed to by Conoco and Lessor. Further, Lessee agrees to use its
best efforts to work out an arrangement with TransAmerican Natural Gas
Corporation or its successors or assigns to ensure that the exit gate
located 9 miles north of Aguilares, Texas, on F.M. 2895 is guarded in an
efficient and prudent manner during drilling, reworking or plugging
operations and at other times as mutually agreed to by Lessee and lessor.
In regard to gates used by Lessee and other exploration companies, Lessee
agrees to pay its share of the cost of guarding such gates when such gate
guards are required under this agreement. Lessee shall not be obligated to
furnish a gate guard on any gate which has been abandoned or is not being
used by Lessee.
22. Lessee agrees that before abandoning any well drilled on said
lease for oil or gas purposes, it will notify the owner or the surface
estate in person or by telephone of its intention to do so, and it will
allow said owner of the surface estate a reasonable time, not exceeding
twenty-four (24) hours thereafter, within which to elect to take over the
hole for the purpose of attempting to make and complete a water well.
lessee agrees to consult with such surface owner as to the location of a
potential water zone, without any liability or warranty for such
consultation. Upon the owner of the surface estate election, within the
specified time, to attempt to complete the well as a water well and
complying with all rules and regulations of the Railroad Commission of
Texas and applicable statutes, Lessee will, at its expense, set all plugs
to just below the deSignated water sand as may be required by the Railroad
Corrmi ss ; on and thereafter deli ver the we 11 to sa i d owner of the surface
estate, leaving in such well all surface casing and such intermediate
casing as may have been run and set to at least the depth of the designated
water sand and thereafter the owner of the surface state shall own the well
and shall be responsible for all subsequent matters in connection with the
well and for compliance with the applicable statutes and regulations of all
regulatory agencies having jurisdiction. Lessee shall have no liability to
-8-
GWB2/dm 130( 1) --~-~---
IcOP 0012153 I
- -..- - -.- - -
, ,
292
--
Lessor in connection with any of the operations which may be conducted by
the owner of the surface estate who shall thereafter bear all
responsibility and liability with respect thereto. It is expressly
understood that Lessee shall not be required to furnish any additional
casing or other equipment for any well plugged back at the request of the
owner of the surface estate under this paragraph. Should the owner of the
surface estate elect not to attempt to make a producing water well out of
any such hole, Lessee shall plug the well in accordance with all applicable
rules, regulations and statutes.
23. It is expressly agreed and understood that for the purposes of
this lease the following definitions shall apply:
lICorranencesll - A well shall be deemed commenced on the
date which the drilling bit enters the
earth for the drilling of a well.
IIAbandoned li - A well shall be deemed abandoned on the
day when it is finally plugged as a dry
hole.
"Completed" - A well shall be deemed completed thirty
(30) days after the day the Lessee sets
production casing.
24. Lessor and lessee agree to 1imit the commencement of actual
drilling during deer hunting season to 1) those wells drilled in areas
which would not disturb deer hunting, and 2) offset wells. If Lessee must
commence a well during deer hunting season to perpetuate said lease, then
Lessor will either a) not object to the drilling of such well during deer
hunting season or b) agree to extend the commencement date for such well to
a mutually agreeable date after deer hunting season ends. For the purposes
of this paragraph "deer hunting season II shall be that period defined by
State law.
25. Nothwlthstanding anything contained herein to the contrary, the
Lessor at any time and from time to time, upon not less than ninety (90)
days notice to the holder of this lease, may elect to require the payment
of any royalties accruing to such royalty owner under this lease to be made
in kind; provided that any expenses incident to the exercise of such
election shall be borne by Lessor and such election shall be for periods of
not less than twelve (12) months. Lessor shall only be allowed to take in
-9-
GW82/dm 130(1)
293
kind when lessee is producing for his own account. In the event of such an
election by Lessor, Lessee shall cooperate fully with Lessor in allowing
Lessor to take their royalty in kind, including permitting Lessor to use
Lessee's wellhead equipment and, to the extent that Lessee has assignable
rights, the use of lessee's purchaser's transportation facilities in good
faith and not to exceed prevailing charges for similar services in the
industry at the time if Lessee or its affiliates are transporting the gas,
but if Lessee has a third party contract for the transport of said gas,
Lessor will be bound by said contract. Should Lessee desire to enter into
a gas purchase contract having a term of more than one (1) year, then (a)
Lessee shall include in such contract a provision that allows Lessor to
elect to take its gas in kind and be released from such contract one
hundred twenty (120) days after notice, or (b) Lessor may approve of such
contract in writing, in which event, lessor may elect to tak.e its gas in
kind either at the end of such gas contact or one (1) year after notice to
Lessee, whichever happens sooner. Any equipment installed by Lessor
necessary to take in kind must be approved by lessee and maintained
according to lessee's specifications.
If Lessee is unable to obtain a more favorable gas contract because of
lessor's reservation of this election to take in kind, then lessee may
elect to give notice of its intention to sign a gas contract acceptable to
Lessee and request that lessor join in signing same, and if lessor elects
to Sign same, then Lessor's royalty share of revenue shall be bound by such
contract and Lessor may not elect to take its royalty in kind during the
term of such gas purchase contract.
26. This Amendment is applicable to only that leasehold interest
presently owned and held by Conoco Inc. Nothing contained herein shall in
any way inure to the benefit of or be applicable to third parties who hold
or claim any interest in said 26,622.79 acre lease or who claim an
undivided interest therin either jointly or separately with Conoeo.
Nothing herein shan in any way prejudice any claim, demand or cause of
action which Vaquillas may have or assert against third parties holding any
leasehold interests in Vaquillas lands. Nothing herein shall be construed
as a release or modification of any right, claim or cause of action which
-10- i'cop.~ls51
GWB2/dm 130(1) ---~-------
294
Vaquillas may have aga.inst third parties who claim any interest in said
26,622.79 acre lease or any other Vaqui11as lease.
27. Lessor does further RATIFY, CONFIRM and ADOPT all of the terms,
provisions and conditions of said June 15, 1974 Lease, as amended and as it
applies to those rights held by Conoco Inc. thereunder, and that such
lease, as amended and as it applies to Conoee Inc. is in full force and
effect as of this date. Further, nothing contained herein shall in any way
inure to the benefit of or be' applicable to any interest held by third
parties in and to the June 15, 1974 Oil and Gas lease.
DATED this <51'~ day of January, 1988.
VAQUILLAS RANCH COMPANY, LTD. VAQUILLAS UNPROVEN MINERAL TRUST
8y:
By:
VAQUILLAS PROVEN MINERAL TRUST CONOCO INC.
. Wal er, Jr., rustee !jd By: ~.f``~-Jl/~
By: 6: ,~og*~ &~ 'tl~
E. er
I
uiros, ru tee
)
-11-
GWB2/dm 130(1)
295
EXH I 8 I T "A"
.!!llir A8STRACT CERTIFICATE GRANTEE ACRES
16~9 I'll 0 llS8 eeso • RGNG 640;0
1651 1112 1159 eeso & RGNG 640.0
1652 2876 1159 \/. H. Taylor 640.0
1661 1122 1164 CCSO & RGNG 640.0
1663 1123 1165 ecso & RGNG 640.0
1633 1323 4/808 GC & SF 640.0
163~ 2252 4/808 GC & SF 659.96
1665 1124 1166 CCSO & RGNG 640.0
5.1/21666 2253 1166 eeso & RGNG 328.75
N.l/2 1666 3142 1166 ceso & RGNG 328.79
468 2255 236 AS & H 659. '"
467 799 236 AS • H 640.0
1635 1797 17 TC Ry. 640.0
865 1438 12/2541 H • GN 640.0
1683 1115 1175 CCSO & RGNG 640.0
1691 1267 5446 Ge • SF 640.0
1696 2418 5448 GC • SF 640.0
1695 1268 5448 Ge • SF 640.0
279 (pt. only) 1353 3702 GC & SF 458.2
1004 2421 21105 J. Poi tevent 634.58
1692 2419 5``6 GC • SF . 613.04
1693 1269 5447 GC. SF 640.0
2112 2420 & 1925 631 B.~F. James 627.12
276 i552 3700 Ge & SF 640.23
228 2550 134~, .. CCSO ,& 'RGNG 636.93
'227 1133 13W~ ceso & RGNG 640.0
988 2593 2/103 J •. Pol tevent 637.10
987' 2061 .211,93' J .. Poltevent 640.0
213' 1141 13~9. eeso & RGNG 640.0
275' 1336 3700 ' , 'GC ',,& "SF' 640.0
·27H' 1337 3701 cqQ& RGNG 640;0
:~'.1/~ '31. BI9Ck 2 1043 453 ..eeso:,,& ,~GNG 320.0
, 25. Block 2 1042 ~52 'eeso & RGNG 640.0
'232" 2148 1346 CCSO & ReNe 462.70
'233" 1117 1347 ceso &ReNe 4~5.9
N.H2 51. Block 2 1045 460 . ecso & ReNe 320.0
,259 (pt. only) 1137 1074 eeso &RGNG 600.0
1955 1328 4526 Ge & SF 640.0
2057 985 302 eeso & ReNG 652.25
2060 (pt. only) 3329-30 303 CT & H 440.0
LI/2 2059 984 303 eT& H 320.0
E.l/2 1953" 1329 4527 Ge& SF 320.0
1627 (Pt. only) 1324 4683 Ge & SF 160.0
1629 (pt. only) 1275 4682 GC & SF 292.65
\/.1/2 1662 2230 1164 eeso & RGNe
E.l/21648 329.31
\/.1/21648
24" 1157 eeso & RGNe 325.75
3301 1157 ceso & ReNe 325.75
26. Block 21'1 452 Rawle D •. Barnsley 640.0
2335 3025 School W. Brown 27.3
E.l/2 1956* 2560 4526 Ge & SF 327.34
Lessor's·warranty hereunder as to all of Surveys 987,273,275,27],26, the E.l/Z of 1953,
E.I/2 of 1956 and ~Ol.9 acres out of Survey 233 (all except 54 acreS out of SW corner of said
Sur. 23;) Is expressly limited to 1/2 of the executIve rights In the 011. and gas rights In
and under said lands, and as to all of Survey 232 :I~ :e~pressly limited to 4/5 of the execut ive
rIghts In the oll.and gas rights. . .,
The following parts of surveys are expressly exc1uded'~eref~om, -vIz.·:.
(I) The SE 1/4 of S~ 1/4, 511 1/4 of HE 1/4 (80 acs.L'andN ',1/2 of S~ I/~ and S\/ 1/4 of s~ 1/4
(120 acs.) of CT&H Survey 2060. ..' .".', ..... ' ..
(2) The w. 3/4 or GC~SF Survey 1627 described tn O&G Lse. to Daniel A. Pedrotti dated
September 24, 1973, as a~ended.
Any part of a survey listed herein not included \.,.Ithin any specific fraction.,1 reference
preceding the su'rver refercnc;e.
(4) The HE 160 acre' of GC&SF Survey 279.
(5) ·Block 11 as per the E.D.Claggett Subdivision of rccord 2 Plat Records 29, Wcbh County,
contiJinlng ~O acre~ tl~in9 the N\I I/lf of SE Ill; of CCSO & RGNG Survl'~' 259.
I
(6) All of the "I. 320 ;l.:r~'i> of Survey 1629 d(.'scribl!d and included In O&G lsc. tu l),lIllel A.
Pedrotti dated $"j'\.';:lh\.'r 2~, 1973, a,s amcndt"d,
T~OPOOI2i57:.
--~---~-.--- 296
EXlIlIlT •
C.lculatlon of toy.hy to b. SNld on ,II d.. ~I't'.nd to L..... or ,utill.tll for UII ,.M
nn for 1' . . . 1.') In ,,"cardlne. vlth p.,.,rlp)! 19.
"lnclp.h ,.y L.llor roy.Uy b.nd on thl ,r ..ttr of th' v.l;ht.d .v.,.;. price
ptld by th. th,u lar, .. t volUdtrtc pUrchllra for the ".l.nd,r qulner
In the .. at q\lIrttl' of v.bb Covnty 01' the 1III10"ttll 'Yin'll' of th. pr!c; ..
us.d by tilt L... or for roy., lY P')'MAt pIoIrpD . . . .
Oat. Sourc.s [n...vy 'luvdn; loot publication or IS reported to til. nu. of tun hlr
IIv.rene. tax pvrpaa.,.
sup 1. [lIlc;ul". th. v.I'IIht.d IIV'1'II0' prln tor the IIMth for ,lIc;h of tllll 'hI''' ttr..,."
volu-. P\lrc;hllll. for til quirt., 11"_ the tax r.carda.
Pureh .... fro .. 's!I!P'ny A
L.ne , 100,000 2.00 ZOO,a63
Unit 14 ao,ooo 1.51 120,eOO
leO,ezt I." 29t,733
TOtAL Unftltd T.... 360,ez,
Tren._I .. ton
613,396/160,e21 • SI.70/MMltu.
IIp .. t pl'oc.du,. for reNlnln~ two lIantlll for thll purch ... r .nd for remaining tlla
purch .......
Step 2. Calcul't. the vahllt.d IVerl\l' prle. of the thr •• Ilrv.n va\ulII.trlc pur!;"'" lor
the qulrllt u.lno JIIOntilly VII" .. troll IUp 1.
"onth·J'oy,ry '9!§ Month· ,ebruuy 19815 Honth , H.reh IfIU!
Emb.WL VOlUM Prlca Extension VO\\nI' Pr!c. Exten.lon Val~. Prlc. Ext.nslan
Me' l/HCf • MCf S/HC' • Me' S/KC' •
United Tax.. 360,821 1.10 613,396 397,130 1.515 627,465 3Z0,l06 1.58 506,083
TUMIII .. lon
UTUO!
South Gulf
Tot.l.
'oo,m
ill..222 LH
1,136,044
1.5$ 620,346
~
=
350,723
1,833,74Z 1,047,009
1.60
WI.
561,157
lll.m
500,1261.55
~.'~,5~'"--o'``~'~'"'
1,613,255 1,121,432
775,195
1,756,658
SUI! of Volu.." lUll ot ExUn,'o!\, Vefghud Ayerai' P~!c,
Toul. 3,304,485 5,263,855 1.59
sup 3. tlleulu. w.IGht.d ,v,nv' prtu und by L..... to calcul'tI roy.lty p'YIII,nta on
' " d,llvered to L..... or .HtI"t .. and not for 1' . . . 1••
Month.January 'filII Month.February 191111 Mgnth·Mush 1988
Voh... Pl'lc. Extln.fan vatu-. Prfc. Ext.n.lon \/01101IIII Prlc. Exun,lon
MCf '/IICf • Kef SIMCf
• 'Of $-/Her
•
155,000 1.60 248,000 140,000 1.62 Z26,aOO 155,000 l.se 244,900
III! 9' YoIV .." SUP' 9' ClIun.'on. "phtrd Aysrur Pelu
719,100 1.60
IUp 4. COIIPIr. w.l,ht.d 'Y'l"Ig. price c,IGullt.d In Sup 2 to lh. 1I.!vhud ..... r.'. , .....
prlc. c,lcul.ud In n.p 3.
SI.60IHCf I, lraUer th.n St.59/KCf '0 no .ddltlon.t !"Oy.lty P.YIII,/1t •• r, requlrad
10r th h qull'ur.
VOIUIIII .nc! prlc" v"d In thlt t . . .pl. Itl Utld for IIlunl'ulan .nd ... y nat b.
nfl'''I .... ' of .ctu.1 condltlona.
297
THE STATE OF TEXAS §
§
COUNTY OF WEBB §
<.{iL
This instrument was acknowledged before me on the q day of
January, 1988, by J. O. WALKER, JR., General Partner of Vaquillas Ranch
Co., Ltd., A Texas Limited Partnership, on behalf of said partnership.
~ .. &LA," *~V{'~
Notary Public in an or
The State of Texas. <)C)
My COl11llission Expires 7-3- 0 ,
Lt:l\lRA BA LL€vJ
Printed/stamped name of Notary.
THE STATE OF TEXAS §
§
COUNTY OF WEBB §
oy--L
This instrument was acknowledged before me on the I day of
January, 198B, by E. WALKER QUIROS, General Partner of Vaquillas Ranch Co.,
Ltd., A Texas Limited Partnership, on behalf of said partnership.
THE STATE OF TEXAS §
§
COUNTY OF WEBB §
This instrument was acknowledged before me on the 9~ day of
January, 1988, by GENE S. WALKER, General Partner of Vaqulilas Ranch Co.,
Ltd., A Texas Limited Partnership, on behalf of said partnership.
~ ub~in and for
The State of Texas. J- 09'
My Comission Expires 7- 3- "
~fI<)RA 804 usvJ
Printed/stamped name of Notary.
THE STATE OF TEXAS §
§
COUNTY OF WEBB §
This instrument was acknowledged before me on the 9~ day of
January, 1988, by EVAN B. QUIROS, General Partner of Vaquillas Ranch Co ..
Ltd., A Texas Limited Partnership, on behalf of said partnership.
d.cblJ ~,J(1,,'}j
Notary Public in and for
The State of Texas.
My COI11Ilisslon Expires '1-3-&,,9
/v,q v I~/I t5A LUi vJ
Printed/stamped name of Notary.
-12-
GWB2/dm 130( I)
298
THE STATE OF TEXAS §
§
COUNTY OF WEBB §
~
This instrument was acknowledged before me on the CJ day of
January, 1988, by J. O. WALKER, JR .. Trustee for The Vaquillas Unproven
Mineral Trust.
c~ . itA- .~fi. flu.if
Notary ~ublic in a~for
The State of Texas. 00
My Commission Expires: 7- 3- 6 I
LA) t>RA b>A UEN
Printed/stamped name of Notary.
THE STATE OF TEXAS §
§
COUNTY OF WEBB §
~
This instrument was acknowledged before me on the 7'
day of
January, 1988, by E. WALKER QUIROS, Trustee for the Vaquillas Unproven
Mineral Trust.
~"~4``
Notary Pu lie 1n and for
The State of Texas.
My Commission Expires: 7-:3- 8'9
0A tJfG,4 HI! LLEvJ
Printed/stamped name of Notary.
THE STATE OF TEXAS §
§
COUNTY OF WEBB §
n~
Thi 5 instrument was acknowledged before me on the -, day of
January, 1988, by GENE S. WALKER, Trustee of the Vaquillas Unproven Mineral
Trust.
~"94~," oOr"t
~Pub ie in and for
The State of Texas
My Commission Expires: '1- 3- 111
/"1IUi2A 1:54 LLSvJ
Printed/stamped name of Notary.
THE STATE OF TEXAS §
§
COUNTY OF WEBB §
This instrument was acknowledged before me on the day of
January, 1988, by EVAN B. QUIROS, Trustee of Vaquillas Unproven Minera 1
Trust. ~ "
- ~ !! ), a"
~y Public in and for
4J! 0,,,9-'
The State of Texas
My Commission Expires: '7-3-117
Lc,[)f(,a 15", LLe:vJ
Printed/stamped name of Notary.
-13-
GWB2/dm 130(1)
299
THE STATE OF TEXAS §
§
COUNTY OF WEBB §
This instrument was acknowledged before me on the '1 ~ day of
January, 1988, by J. O. WALKER, JR., Trustee of Vaquillas Proven Mineral
Trust.
NOtarY ic in and for
The State of Texas "
My Commission Expires: 7-3- i?{
IvAM.A /2,,'b!t.on
•
OIL, GAS AND MINERAL LEASE
THIS AGltEEKENT mat. lbb,-1.~ .. _ _ _ _ _ _ .4&T ot. Novemb~L ____ R__ R. __ 'R. __ .. __ ._...lI..!!?_. ,*_11
Vaguillas Rancl!SomruillY.t.-Ltd.; Vaqui11~Jm.p.roven_MinJrral Tn,tst i ...Y!9..l!.!.+1.~!"9.Y.~!L
``ral-1.~ust..LI!f:..t,!!!~nd thr.g.H8!L.!~f!...&rulenLPJ!r..t.~ ....-h..JLr.....IDt1.lter. Jr ~._. ___ ._. _
_ ~. Wal~r.-JlU-..!~,````!!$~L~M_~"!!!J_I.. ....Q.\!ill_I!· , . ___._.'._.____ ..'
;::.~:~ 0111 ~ IrIOra) ...boN add ..... lu_ ., p..!.~o:-i~;J:D86:-~p Texa! 7804i=~===_====_~
and __G..?.!!``.£:..z.y_~_~ox 219L..Jlo'!~!Q..lh_``!lP_..l.1.£?_~____ ,. __ ._. ___ .• t.-. WlTNESS!:TH1
-I. ~ III ccmaW...,LlOII ot......!en Dollar"§._!lE.Q._.9,~J``~!,-o_4....rul!Ly'~.!..\@blt;L~..QJ!§.!~.E~!!2.!L._R'-_...»oIl&r,
II...! 0.00 ) In bDd paM!,. ot Lbe lO,llUII bu.ln Pf'OyIW. Illd of u.. Apft_t. of LMaw blf'lln toat.lM4, bereb, paa,ta.
kuM L114 lott.o uclual....,. viii,;·L.'_ fur tb. rnupoM 01 IlIn,UaIUlla. t:XpJ.orllll'. Pr'OtPlCltill•• kDU ... u>d mIlIllI&' lor ...d. Pf'Odud.n.. 011. " I.N!
all otb ... mIr.lra", COII41Kt.1D.S p;plor.~n. noIo.le and I'toph,.1c&1 .",....,.. b,. ~a»b, COra UIl. 1'n.'Pi&;r &114, 1n&.. n.tl • - ...~:``.
au, ...tv ant! ~Ir flllld ......01 air lIIto ...bnrt.... nratl, II}'I .... pipe Una. bullcUl" ..-da "nita,. ~ ItILlD.... te _ _ U11M III _ ' - IlnIoo
hIr'M tbtr.ull IIII!. 0.. , O.... r end. Urwl ludi _1IId or claim.:! b, Lutor adlac&llt alii! _ il INO 't~ to prod.\I~ "VI, tat. cer. or, kNot.
t.ralI.IlJOl1. &114 _" laid llrodtlcb, ud. boaf;lll&' It. IIIIplonn. ~ toU_IN!' duenbtcl Iud hL __ H~ W _ _ _ _ _ _ _• _ _• ___ Co"II~. T...... "..I"
6~740 acres of land~ more or less~ situated in Webb County, Texas, more fully
described in Exhibit "AI] attached hereto and made a part of this Lease for all
relevant purposes, including limitations upon warranty as specifically set out
therein,
302
.'
irATI; or .
~
OOUIITY .,._ __
``L-
--}
_ _ ._ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ._ __
=-_~ 't:r ':...bt`` ~-iii;;;ii~...nbMrlbed to the lorqolq hl~t. UI4 KlIIIO'WIedp;!. to =- tbd _he.... aecut«l
GI.. " ulld" l1li' bud al'l4 lilt&! or ofnoe., u. .. u... ___ -U7 ot _ _ ._ _ _ _ _ _ ~ __________ • A. D. 11. ____ .••
--_.__._--_ ....
NotaQ Publlll h~ fAd for .----``. -----
T&1UJ'OlNr A.CKHOWLJmOMEHT
OOVNnO)': ._--}
N0f.u7 !'ubi" I. _4 tOl'____ ....,,,, LLe"J
Printed/stamped name of Notary.
THE STATE OF TEXAS §
§
COUNTY OF WEBB §
This instrument was acknowledged before me on the g~ day of
January, 1988, by E. WALKER QUIROS, Trustee for the Vaquillas Unproven
Mineral Trust.
- '.
``2ht``
The State of Texas. 9
My Conmission Expires: '7-:3- g
LlluRA BAU,£vJ
Printed/stamped name of Notary.
THE STATE OF TEXAS §
§
COUNTY OF WEBB §
This instrument was acknowledged before me on the 9 --r/:...J
day of
January, 1988, by GENE S. WALKER, Trustee of the Vaquillas Unproven Mineral
Trust.
Notary Pu ~in and for
The State of Texas
My Commission Expires: 7-3- 'i?'7
LA ORA 3,0 LLE:vJ
Printed/stamped name of Notary.
THE STATE OF TEXAS §
§
COUNTY OF WEBB §
'-f-L;
This instrument was acknowledged before me on the 9 day of
January, 1988, by EVAN B. QUIROS, Trustee of Vaquillas Unproven Mineral
Trust.
-.:/~ ~c~n~Y
The State of Texas a
My Commission Expires: 7-3-f? I
JvMR/i J:3A LLevJ
Printed/stamped name of Notary.
-13-
GWB2/dm 130(1)
319
• • -, ,.
--- 320
Co· ._
, ,
COUNTY OF WEBB
•
THE STATE OF TEXAS §
§
§
.
• o~
This instrument was acknowledged before me on the ,-,-::-.:-'--0'==-, day of
January, 1988, by J. O. WALKER, JR., Trustee of Vaquillas Proven Mineral
Trust.
{~?/
.,- <: :; ~ j
..-"<; ~ `` OCk.ft---
atarYUiC'in an for
The State of Texas
My Coomission Expires: '7'-:3 - J?9
~
\ .. /~ LA ORA ~ UBvJ
~"
,... - ...... Printed/stamped name of Notary.
.
THE STATE OF TEXAS §
§
COUNTY OF WEBB §
This instrument was acknowledged before me on the day of 9'f1-,
January, 1988, by E. WALKER QUIROS, ~: vaqu~ Proven Mineral Trust.
_' t,
"," ,
Notary putiM in
The State of Texas
an~ 00
My Commi ss i on Expi res: 7- 3 - tJ f
LfiIJ/(,q 13A L1..HvJ
Printed/stamped name of Notary,
THE STATE OF TEXAS §
§
COUNTY OF WEBB §
This instrument was acknowledged before me on the 9-tV
day of
January, 1988, by GENE S.WALKER, Trustee of Vaquillas Proven Mineral Trust.
}'
",
~. .~
``~d``l(y
The State of Texas
'" . My Commission Expires! 7-3-/?9
i..JAOI2A BA U_~ vJ
' ..
-:. " Printed/stamped name of Notary_
"
THE STATE OF TEXAS §
§
COUNTY OF WEBB §
~'
This instrument was acknowledged before me on the 9 day of
January, 1988, by EVAN B. QUIROS, Trustee of Vaquillas Proven Mineral
Trust.
~uh4 ~" O~.a-='
Notary Public in and for
The State of Texas OQ
My Conmission Expires: 7-3-0 I
0Mi(A 80'1 LLBv.j
Printed/stamped name of Notary.
-14-
GWB2/dm 130( 1)
321
• • .,..
,.
322
..
THE STATE OF TEXAS
• §
§
•
COUNTY OF WEBB §
Thi s instrument '1 cit . day of
Attorney·in-Fact
corporation.
The State of Texas
My Commission Expires: 9-/8' -yf'
L)e//«. fl1<>. Y'A-"er27
Printed/Stamped name of Notary.
·15-
GWB2/dm 130(1)
323
1
RAILROAD COMMISSION OF TEXAS
OFFICE OF GENERAL COUNSEL
OIL AND GAS DOCKET IN THE VAQUILLAS RANCH (LOBO
NO. XX-XXXXXXX CONS.) FIELD, WEBB COUNTY, TEXAS
FINAL ORDER
AMENDING FIELD RULES FOR THE
VAQUILLAS RANCH (LOBO CONS.) FIELD
WEBB COUNTY, TEXAS
The Commission finds that after statutory notice in the above-numbered docket
heard on September 23, 2010, the presiding examiner has made and filed a report and
recommendation containing findings of fact and conclusions of law, for which service was
not required; that the proposed application is in compliance with all statutory requirements;
and that this proceeding was duly submitted to the Railroad Commission of Texas at
conference held in its offices in Austin, Texas.
The Commission, after review and due consideration of the examiner's report and
recommendation, the findings of fact and conclusions of law contained therein, hereby
adopts as its own the findings of fact and conclusions of law contained therein, and
incorporates said findings of fact and conclusions of law as if fully set out and separately
stated herein.
Therefore, it is ordered by the Railroad Commission of Texas that Rule 2 of the field
rules adopted in Final Order No. XX-XXXXXXX, effective February 24, 1998, for the Vaqui/las
Ranch (Lobo Cons.) Field, Webb County, Texas, is amended as hereafter set out:
RULE 2: No well shall hereafter be drilled nearer than FOUR HUNDRED SIXTY
SEVEN (467) feet to any property line, lease line or subdivision line and no well shall be
drilled nearer than ONE THOUSAND TWO HUNDRED (1,200) feet to any applied for,
permitted or completed well in the same reservoir on the same lease, pooled unit or
unitized tract. Provided, however, there is no minimum between-well spacing requirement
between a well being permitted at least 660 feet from the nearest property line, lease line
or subdivision line, and the other wells permitted, drilled or completed on the same lease,
pooled unit or unitized tract. A well being permitted at a distance less than SIX HUNDRED
SIXTY (660) feet from the nearest property line, lease line or subdivision line must be a
minimum of ONE THOUSAND TWO HUNDRED (1,200) feet from any applied for,
permitted or completed well in the same reservoir on the same lease, pooled unit or
unitized tract, or an exception to Rule 37 must be obtained.
The aforementioned distances in the above rule are minimum distances to allow an
operator flexibility in locating a well, and the above spacing rule and the other rules to
follow are for the purpose of permitting only one well to each drilling and proration unit.
Provided however, that the Commission will grant exceptions to permit drilling within
. '" ,~, EXHIBIT
A-5 254
OIL AND GAS DOCKET NO. XX-XXXXXXX Page 2
shorter distances and drilling more wells than herein prescribed whenever the Commission
shall have determined that such exceptions are necessary either to prevent waste or to
prevent the confiscation of property. When exception to these rules is desired, application
therefore shall be filed and will be acted upon in accordance with the provisions of
Commission Statewide Rule 37 and 38, which applicable provisions of said rule are
incorporated herein by reference. Provided however, that persons who are presumed to
be affected by a request for an exception to the between-well spacing requirement shall
be limited to the operators and ownersllessees of tracts, lease or units within one mile or
less of the proposed well.
In applying this rule the general order of the Commission with relation to the
subdivision of property shall be observed.
Done this 2nd day of November, 2010.
RAILROAD COMMISSION OF TEXAS
(Order approved and signatures
affixed by OGe Unprotested Master
Order dated November 2,2010)
255
: Texas Administrative Code http://info.sos.state. tx. us/pls/pu b/readtac$ex t. TacPage ?sl=R&app=9& p_ d ...
«Prev Rule Next Rule»
Texas Administrative Code
TITLE 16 ECONOMIC REGULATION
PART 1 RAILROAD COMMISSION OF TEXAS
CHAPTER 3 OIL AND GAS DIVISION
RULE §3.38 Well Densities
(a) Definitions. The following words and terms. when used in this section. shall have the following
meanings. unless the context clearly indicates otherwise.
(I) Commission designee--Director of the Oil and Gas Division or any Commission employee designated in
writing by the director or the Commission.
(2) Drilling unit--The acreage assigned to a well for drilling purposes.
(3) Proration unit--The acreage assigned to a well for the purpose of assigning allowables and allocating
allowable production to the well.
(4) Substandard acreage--Less acreage than the smallest amount established for standard or optional drilling
units.
(5) Surplus acreage--Substandard acreage within a lease, pooled unit, or unitized tract that remains
unassigned after the assignment of acreage to each applied for, permitted, or completed well in a field, in an
amount equaling or exceeding the amount established for standard or optional drilling units. Surplus acreage
is distinguished from the term "tolerance acreage,"in that tolerance acreage is defined in context with
proration regulation, while surplus acreage is defined by this rule only in context with well density
regulation.
(6) Tolerance acreage--Acreage within a lease, pooled unit, or unitized tract that may be assigned to a well
for proration purposes pursuant to special field rules in addition to the amount established for a prescribed or
optional proration unit.
(b) Density requirements.
(1) General prohibition. No well shall be drilled on substandard acreage except as hereinafter provided.
(2) Standard units.
(A) The standard drilling unit for all oil, gas, and geothermal resource fields wherein only spacing rules,
either special, country regular, or statewide, are applicable is hereby prescribed to be the following.
Attached Graphic
(B) The spacing rules listed in subparagraph (A) of this paragraph are not exclusive. If any spacing rule
not listed in subparagraph (A) of this subsection is brought to the attention of the commission, it will ber-----,
gi ven an appropriate acreage assignment. EXHIBIT
A-2
(c) Development to final density. An application to drill a well for oil, gas, or geothermal resource on a L:::::::::::::::.J
drilling unit composed of surplus acreage, commonly referred to as the "tolerance well," may be granted as
234
I of 6 9/8120143: 17 PM
: Texas Administrative Code http://info.sos.state.tx.us/pls/pub/readtac$ext.TacPage?s1=R&app=9&p_d...
regular when the operator seeking such permit certifies to the commission in a prescribed form the necessary
data to show that such permit is needed to develop a lease, pooled unit, or unitized tract to final density, and
only in the following circumstances:
(I) when the amount of surplus acreage equals or exceeds the maximum amount provided for tolerance
acreage by special or county regular rules for the field, provided that this paragraph does not apply for a
lease, pooled unit, or unitized tract that is completely developed with optional units and the special or county
regular rules for the field do not have a tolerance provisions expressly made applicable to optional proration
units;
(2) if the special or county regular rules for the field do not have a tolerance provision expressly made
applicable to optional proration units, when the amount of surplus acreage equals or exceeds one-half of the
smallest amount established for an optional drilling unit; or
(3) if the applicable rules for the field do not have a tolerance provision for the standard drilling or proration
unit, when the amount of surplus acreage equals or exceeds one-half the amount prescribed for the standard
unit.
(d) Applications involving the voluntary subdivision rule.
(I) Density exception not required. An exception to the minimum density provision is not required for the
first well in a field on a lease, pooled unit, or unitized tract composed of substandard acreage, when the
leases, or the drill site tract of a pooled unit or unitized tract:
(A) took its present size and shape prior to the date of attachment of the voluntary subdivision rule
(§3.37(g) of this title (relating to Statewide Spacing Rule)); or
(B) took its present size and shape after the date of attachment of the voluntary subdivision rule (§3.37(g)
of this title (relating to Statewide Spacing Rule)) and was not composed of substandard acreage in the field
according to the density rules in effect at the time it took its present size and shape.
(2) Density exception required. An exception to the density provision is required, and may be granted only
to prevent waste, for a well on a lease, pooled unit, or unitized tract that is composed of substandard acreage
and that:
(A) took its present size and shape after the date of attachment of the voluntary subdivision rule (§3.37(g)
of this title (relating to the Statewide Spacing Rule)); and
(B) was composed of substandard acreage in the field according to the density rules in effect at the time it
took its present size and shape.
(3) Unit dissolution.
(A) If two or more separate tracts are joined to form a unit for oil or gas development, the unit is accepted
by the Commission, and the unit has produced hydrocarbons in the preceding twenty (20) years, the unit may
not thereafter be dissolved into the separate tracts with the rules of the commission applicable to each
separate tract if the dissolution results in any tract composed of substandard acreage for the field from which
the unit produced, unless the Commission approves such dissolution.
(B) The Commission shall grant approval only after application, notice, and an opportunity for hearing.
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The applicant seeking the unit dissolution shall provide a list of the names and addresses of all current
lessees and unleased mineral interest owners of each tract within the joined or unitized tract at the time the
application is filed. The Commission shall give notice of the application to all current lessees and unleased
mineral interest owners of each tract within the joined or unitized tract. Additionally, if one or more wells on
the unitized tract has produced from the field within the l2-month period prior to the application, the
applicant shall include on the list all affected persons described in subsection (h)(I)(A) of this section, and
the Commission shall give notice of the application to these affected persons.
(C) A Commission designee may grant administrative approval if the Commission designee determines
that granting the application will not result in the circumvention of the density restrictions of this section or
other Commission rules, and if either:
(i) written waivers are filed by all affected persons; or
(ii) no protest is filed within the time set forth in the notice of application.
(e) Application involving unitized areas with entity for density orders. An exception to the minimum density
provision is not required for a well in a unitized area for which the commission has granted an entity for
density order, if the sum of all applied for, permitted, or completed producing wells in the field within the
unitized area, multiplied by the applicable density provision, does not exceed the total number of acres in the
unitized area. The operator must indicate the docket number of the entity for density order on the application
form.
(f) Exceptions to density provisions authorized. The Commission, or Commission designee, in order to
prevent waste or, except as provided in subsection (d)(2) of this section, to prevent the confiscation of
property, may grant exceptions to the density provisions set forth in this section. Such an exception may be
granted only after notice and an opportunity for hearing.
(g) Filing requirements.
(I) Application. An application for permit to drill shall include the fees required in §3.78 of this title
(relating to Fees and Financial Security Requirements) and shall be certified by a person acquainted with the
facts, stating that all information in the application is true and complete to the best of that person's
knowledge.
(2) Plat. When filing an application for an exception to the density requirements of this section, in addition
to the plat requirements in §3.5 of this title (relating to Application to Drill, Deepen, Reenter, or Plug Back)
(Statewide Rule 5), the applicant shall attach to each copy of the application a plat that:
(A) depicts the lease, pooled unit, or unitized tract, showing thereon the acreage assigned to the drilling
unit for the proposed well and the acreage assigned to all current applied for, permitted, or completed oil,
gas, or oil and gas wells in the same field or reservoir which are located within the lease, pooled unit, or
unitized tract;
(B) on large leases, pooled units, or unitized tracts, if the established density is not exceeded as shown on
the face of the application, outlines the acreage assigned to the well for which the permit is sought and the
immediately adjacent wells on the lease, pooled unit, or unitized tract;
(C) on leases, pooled units, or unitized tracts from which production is secured from more than one field,
outlines the acreage assigned to the wells in each field that is the subject of the current application;
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(D) corresponds to the listing required under subsection (g)(1)(A) of this section.
(E) is certified by a person acquainted with the facts pertinent to the application that the plat is accurately
drawn to scale and correctly reflects all pertinent and required data.
(3) Substandard acreage. An application for a permit to drill on a lease, pooled unit, or unitized tract
composed of substandard acreage must include a certification in a prescribed form indicating the date the
lease, or the drill site tract of a pooled unit or unitized tract, took its present size and shape.
(4) Surplus acreage. An application for permit to drill on surplus acreage pursuant to subsection (c) of this
section must include a certification in a prescribed form indicating the date the lease, pooled unit, or unitized
tract took its present size and shape.
(5) Certifications. Certifications required under paragraphs (3) and (4) of this subsection shall be filed on
Form W-lA, Substandard Acreage Certification.
(A) The operator shall file the Form W-IA with the drilling permit application and shall indicate the
purpose of filing. The operator shall accurately complete all information required on the form in accordance
with instructions on the form.
(B) The operator shall list the field or fields for which the substandard acreage certification applies in the
designated area on the form. If there are more than three fields for which the certification applies, the
operator shall attach additional Forms W-IA and shall number the additional pages in sequence.
(C) The operator shall file the original Form W-IA with the Commission's Austin office and a copy with
the appropriate district office, unless the operator files electronically through the Commission's Electronic
Compliance and Approval Process (ECAP) system.
(D) The operator or the operator's agent shall certify the information provided on the Form W-IA is true,
complete, and correct by signing and dating the form, and listing the requested identification and contact
information.
(E) Failure to timely file the required information on the appropriate form may result in the dismissal of
the application.
(h) Procedure for obtaining exceptions to the density provisions.
(1) Filing requirements. If a permit to drill requires an exception to the applicable density provision, the
operator must file, in addition to the items required by subsection (g) of this section:
(A) a list of the names and addresses of all affected persons. For the purpose of giving notice of
application, the Commission presumes that affected persons include the operators and unleased mineral
interest owners of all adjacent offset tracts, and the operators and unleased mineral interest owners of all
tracts nearer to the proposed well than the prescribed minimum lease-line spacing distance. The Commission
designee may determine that such a person is not affected only upon written request and a showing by the
applicant that:
(i) competent, convincing geological or engineering data indicate that drainage of hydrocarbons from the
particular tracts subject to the request will not occur due to production from the proposed well; and
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(ii) notice to the particular operators and unleased mineral interest owners would be unduly burdensome
or expenSIve;
(B) engineering and/or geological data, including a written explanation of each exhibit, showing that the
drilling of a well on substandard acreage is necessary to prevent waste or to prevent the confiscation of
property;
(C) additional data requested by the Commission designee.
(2) Notice of application. Upon receipt of a complete application, the Commission will give notice of the
application by mail to all affected persons for whom signed waivers have not been submitted.
(3) Approval without hearing. If the Commission designee determines, based on the data submitted, that a
permit requiring an exception to the applicable density provision is justified according to subsection (f) of
this section, then the Commission designee may issue the exception permit administratively if:
(A) signed waivers from all affected persons were submitted with the application; or
(B) notice of application was given in accordance with paragraph (2) of this subsection and no protest was
filed within 21 days of the notice; or
(C) no person appeared to protest the application at a hearing scheduled pursuant to paragraph (4)(A) of
this subsection.
(4) Hearing on the application.
(A) If a written protest is filed within 21 days after the notice of application is given in accordance with
paragraph (2) of this subsection, the application will be set for hearing.
(B) If the application is not protested and the Commission designee determines that a permit requiring an
exception to the applicable density provision is not justified according to subsection (f) of this section, the
operator may request a hearing to consider the application.
(i) Duration. A permit is issued as an exception to the applicable density provision shall expire two years
from the effective date of the permit; unless drilling operations are commenced in good faith within the two
year period.
Source Note: The provisions of this §3.38 adopted to be effective November 1, 1989, 14 TexReg 5255;
amended to be effective April 21, 1997,22 TexReg 3404; amended to be effective July 10,2000,25 TexReg
6487; amended to be effective June 11,2001,26 TexReg 4088; amended to be effective February 13,2002,
27 TexReg 906; amended to be effective September 1,2004,29 TexReg 8271
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List of Titles Back to List
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HOM EI TEXAS RE GISTE RI TEXAS ADHIIUSTllATlVE CODE I OPEII MEETIIIG\ I HELP I
239
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Figure: 16 TAC §3.38(b)(2)(A) http://info.sos.state.tx.us/fids/ 16_0003_0038- I.html
Figure: 16 TAC §3.38(b)(2)(A)
Acreage Requirement
Spacing Rule
I II I
(1) 150 - 300 2
I I
(2) 200 - 400 4
(3) 330 - 660 10
(4) 330 - 933 20
I
(5) 467 - 933 20
(6) 467 - 1200 40
(7) 660 - 1320 40
240
I of I 9/8120 143: 18 PM
· :: .,. ; iti "
" ,i,'h' 0 -" II flf:-.
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CAUSE NO. 2014 CVQOOO 438 04 lO/~ NOV 2S ,,) -4r L1``:
VAQUILLAS UNPROVEN § IN THE DlSTRlCT COPRT OF PI'f I: S3
MINERALS
~ , LTD ., § "'tB8 e'IL.f::]
OU1-ITy' ~
Plaintiff, § , rQAS
§
v. § WEBB COUNT , E
§
CONOCOPHILLlPS COMPANY, §
Defendant § 406th JUDICIAL DlSTRlCT
ORDER ON MOTIONS FOR SUMMARY JUDGMENT
On October 30, 2014, Defendant's Motion for Summary Judgment and Plaintiffs
Cross-Motion for Partial Summary Judgment were heard. The Court, having reviewed
the motions, briefs, responses, competent' summary judgment evidence. and argument of
counsel, rules on these motions as follows.
IT IS ORDERED, ADJUDGED, AND DECREED-that Defendant's Motion for
Summary Judgment is DENIED.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Plaintiffs
Cross-Motion for Partial Summary Judgment is GRANTED. The Court DECLARES
that Defendant has breached the 26,622.79-acre Lease and the 6,740-acre Lease by
failing to release all acreage in excess of 40 acres for each producing and shut-in natural
gas well capable of producing in paying quantities.
SIGNED this z- S day of November, 2014.
-----------~
OSCAR J. HALE, JR.
JUDGE PRESIDING
ORDER ON MOTIONS FOR SUMM ARY JUDGMENT - Sole Page
420
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OIL, GAS AND MINERAL LEASE : '.v~1 4GOPlcc324
TillS AI,Ilt:t;"U;NT ,..,,. tbi' 15 th •.,., . -lune, III 74 ..... _
VIIQUILLIIS MNCII COMPIINY, LTD., a limited partnership acting herein
through its qeneral partners, J. O. WALKER, JR., GENE' S. WIILKER,
E\(IIN D. QUIROS and E.•. NIILKER QUIROS (a/k/a Mary Elizabeth Quiros)
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O. Tto(l b, ...,,,h I.,. L... wl' of "n,
"loIilllllion .'i~'nl( 1. .. , .. ",1 .. , ~hllll n'" ....'n'k • '"rf(litllr~ or lffi Ul'on .. "', r. ~I".n i n", a
br"n r h hNI'"f. ",101 J ..' ....... ,f in .Irfnult •• h .. U I." ..., . i .,,. .111,' "h .. , ' ''-l'i l'l "f .", h ' n"n ...,;n .. h'rh 10 ,,,num"'" 11'1. ,,,mt,tjllnrr ...·ill, I~ .. ,,1·1i1·"',I}n'
iml~' .... 1 I.,· VII'" ... f It". i"ru"'~nl. AiI,r 1M- ,Ii . ..",·.. r, of ni l. " •• nr fl.Ihrr n,h".111 In roll,in", Q,p,"nli,iH oft ,";,1 I' rr ml .... I .... ~ . .. ~I nit d.'"''''''
Ih .. ,.. r.",,'1' .... "." ...1 h., .. u ro .II" U" r~ .... n,.J.I, "n,.lffll 0,_1'1 .. , . bill in d ••,ha,.I". Ihi. nbll.'lion \I .... 11 In no .,,~nt be 'P,u jlN Itt d.·ill mo, . Ihan
",.r ".·If I ,.,- I .. , ,, ., '. , .. .. ... f , I... ,•••'" 10 •., ,,,,.1,,....·,,...1." " ... 1 ,·,.,."M.· ,.f 1 . ,·. ~ I, ... i".: ,.iI '" , " . );0,,' 'I" " "' i, ;.·, ",.. I " ,... ".·It ,,,., .;", ,.." "- I'''' ".,
.rtl'''':' 1"!"UI..r .. " ,,' ,,, ""'('11 100;; .. t '.0 IIo('r ... 0' th •• r.... rl'uinrd hl"l'untlu .lId ~ 1I 1 · "'. I' of I't .. lu~i" .. tI •• 0' oIh~r m i ne'" i n 1·;., i "l1 qu'''''Iin.
Ifl. I ...... ·., h ... " " "'"r,"n" lind II l1r .~, 10 d.r.nd Ih, UII., 10 uld I,.n, th i, 1(l1t.... L....H. I', II.. ,,·h(,llt .nd undl.';d... 1 f~ . imrol ....1.", Ih .. " in. All ,,,),,. It, inh r .. ·t -" .. , ... 1 I"
~:,,``·~·r_~i-~.:·'!':;":[. n;~\I"``:.~: !;:~j'~'.:``~I'``'``"'':;'``;~:``'li``'p!;;;i:r ``~';;``'~:Ii~. ~:~ :=te~F:iI'::. ":,I::':..:'::'I'~...j:~" :``!~','~.i.
'h.rl un,I I" .hall nOl IDlI," lr the , J"h l Clt 1"._ 10 ,~oJ Ut . ' o'.ll i....
11. Sto".. J,t l ... nPf I... {Ir .... ",rd fmm tompl,.inll' ... ilh an,. ul'r .... nr imro,l il'd fo .. ~nllnt 01 Ihi' I.".... from .. nnd"rtin", driJlinl/ n, ,. • •ltl.i,,1I'
01·....";". ItoC' ..... n u, h"m 1... ~I"r;l\.: n, 1 u .. I(U th"r"f,om I" rl'lI''''n 01 ~"nrf'" ... f nr inlll>ilitr 10 nbl.in or Itt UN! lf1",h,m."t 0, m ,lr:i.l. 0' b,
uP",,,:.,,n of 'UTo''' ,nll)"l1". lin,. 1:... 1.,.1 0' 1110.'. I.. w tI,
"1'1,. 0,,1.,. ",I, or ,. ... ul,,'iol\ IIf I/o~,rnm. ntll l .ulhn,il,. th.n .hil .. .a 1""'. '1. I ........••
-
nt,Io,.:"o" In ".III: .lr ... ,'h aurl, ro.,.n.n, .h~U I.•• uol •• "d .. l. Ind I...,.~", .1'1,11 "uI 1,(1 linlol, In d.m",uI rto, f.iluT. to , .•mrol, th""lIh ; . r.d Ihi,
II'~'" .hall I.. f~ ·.· .. d.~1 .hil. ,.n.l .... I•. nll'" I .... ~ ... il 1'" ... nl O'd I., lin, .uth t ... "! from rnndurtin .. drillin .. or ,..n,l. ;n" ol,.r .. I,,"1 '" nr "1'11
",' .• 1111" ... 10' toil or II.' f,"m Ih~ I,,,,,", I'r.n:tl .... ; "noJ Ihe IIIn, .1.,1., (..._ i, loG p ..... nl'd .h.n not be tlJllnltd. •• ain.t Ltn" •• nJ\h'fI~ In th;. kaaa ,
to tI,. ",.n"'" n'''' ''·,l h",.... I'''II'.
" ,
1-
278
I
12. It is mutually aqree~, notwithstandinq any other provision
. '
herein contained, as follows: " .
(al-- Should Lesse e be prevented from complying with covenants of ,
this leuse by reason of conditions or acts set forth in paragraph '.11',
hereof, then Lessee agrees annually to pay to Lessor an amount equal .
to the delay rentals herein provided for during such period of pre·'
vention, whether same be during or subsequent to the prlmary term,
and such payment shall be made at the end of each year of preventi o n
either to Lessor or to the depository above named for eredit to the
account of Lessor.
(b) This lease does not cover or include any right_o ar privilege
of hunting or fishinq on uny purt of the above described' lund. and
Lessee u yr ccs with Lessor that neither he nor his assigns .or ugcnts
or employees of his 3ssiqns, will bring firearms or dogs upon the
,,-
leased premises, and should this provision against hunting and fish-
ing be violated by any agents, servants, employees or contractors of
Lessce's assIgns, any such person so violating same shall have no
further right ,to enter upon the leased premises, and such person shall
be rcgarded as and shall be a trespasser on the premises of Lessor
and be subject to the penalties imposed upon trespasser~ under the
laws of the State of Texus.
I (c) I t is ' expressly ugreed and understood that, after production
of oil and gas in conunercioll quantities is obtained from the leased
premises, the minimum annual income to Lessor from payment of rentals,
shut-in royalty and royalty on production shall be a sum of :lot lCHs
than 1'wo (S2.00) Dollars per acre on the total acreage retained ami
then covered by this lease, but this provision shall not impair th,~
right and privilege of Lessee, his successors and assigns, to rele,lse
and surrender any part of the above described leased premises as here-
in provided. Lessee, his successors and assigns, shall determine
wit!lin 90 days from the expiration of any lease year during which
ro, cllties have been paid on actual production the amount of any defi-
ciency, and shall within said 90-day period pay such defi.ciency to
Les sor or deposit same to Lessor's credit at the depository herein-
above designated. Default in the payment of such deficiency shall
not operate to terminate this lease or any part hereof, but Lessee, his
successors and assigns, agrees to personally p~y such deficiency to Lessor'
at Laredo in "'ebb County, Texas, together with any r~asohable cost, in-
cluding attorney's fees, incurred by Lessor in collecting such deficiency
if not paid within the 90-day period hereinabove provided for. ,
460 ",tE 327'
279
,-
:,~j !``t:·./it~ ' st.lr.I..;.I.:lt; .lny (Jr:;' ~c 'n:-Ovi3io :\ h~:cc-in cO:'\t..l~r.':: d, t;,i I)il.~
'J·~ . i .l:\j :-.`` .: r.ll l\! .I..>>! i:; ti ::li::c~ t::' olt. · rj.J.~ ~1.:1d ~.iulp~ui L!:1d ;,i~,~ .. ' .
i ~ :··) ;h.: c..:!,j ·... !.:h oil .J.'1d 'jJ:.i, ..!.: .:,! d'J'~!> n:>t i:-•.::J.u:.i~ r.11.n·~ c.Jl.~ or:!\~= t:.:-: .•
'.:<. ' .: 1:" .l;'\..! !;Ul;l:1t:: .:aad i:ti:".'::: .li:; :-:O '.i '.;c~a \ll:'~ oil ``:1 ;i ';art.
J (d a'lrc cs t o f ill ~111 :;1 11 :">)) p i tH Clnd leve l lht' !;.WI., "';" '; 1
J.(!s :; (~e
U,,':' h.lve (.'t·.I!lod to ht! U:il!d ,111(1 to re:'lorc thu l,and to .l:i n". ll' i t:i
nri'illhtl :.ti,tu ,III i H pr.u~ ti( ; 'l i, l o ..lfld to P ;I\' fur d.ll:"\'I ,':1 l , ' t Ill' :;ul'l.a·'~·
(,1' l!I!.: 1.1I1d •• nd llll..' iUlpl'lIV'·I ; h.~lItn, \.... l.ll'r wt...dl!i, 'Jrowin'l cr op: . .Ilhi 11\,,·-
fito ck lhecoon, iH\U to .uti OthCl' pcr :.ona l property uf lotHHH .•r, V,hJuil i· l!.>
280
Itanch Company, r,ttl., nccaRjoned by·, arising out of, or resulting .from
operations by Lessee, his olgcnts, employees or indepcmdentcontractor~.
on the land hereby leased to Lossee. Lessee also agrees, when request I,d
in writincJ by Lessor, to divulqe to Lessor true· and correct informaliidl
as relJuested by Lessor as to all drilliny, producing and marketinq 01'(·1·,1-
t ions conducted under this lease and to furnish to Lessor copies of .I i j
eleetric well logs taken h~rC!under: provided, however, Lessee shall m,t
be (1)1 iqatcd to release such information until it has been released t l '
the industry.
IN \-.JITNESS WIIEREOF, this instrument is executed on the da~e first
aLu'/e wr i t ten ~
VAQUILLAS RANCII COMPANY, LTD.
BY"J+i``````-q``~,
«;Ieneral
partner
~-
~
.. ~
!.
r:
I,
-. L
,
"
,-
••
'"," .-
l ,-,
.... .
~.,
,.
--,
BY, t. {(lalkll ~Ln
E. WALKER QUIROS, a general
" \ partner
STATE OF TEXAS
COUNTY OF WEBB I
.
BEFORE ME, the undersigned authority, on this day personally appeared
J. o. \;ALKER, JR., EVAN B. QUIROS and E. WALKER QUIROS, members of th.,
partnership firm of VAQUILLAS RANCH COMPANY, LTD., known to me to be the
persons whose names are subscribed to the foregoing instrument, and ~lck­
nowledged to me that they executed the same as the act of VAQUILLAS JU'NCH
C01>WANY, LTD., a limited partnership, for the purposes and considerat:ion
therein cxp~essed, andm the capacity therein stated.
(lj\iE~'-m;DE~'MY llANO AND SEAL OF OFFICE, this the .IJf'~L day of Jun<>,1974 •
. ~ '.
" ~ ---? _d"'~
, -Notary Public, Webb County, Texas
.. ' . .:.
s'rA1'E Ot· TEXAS
COUNTY OF, WEBB
DEFORE Mr., the undersigned authority, on this day personally appeared
GEUt: S. ~IALKI:R, a member of the partnership ,'irm of VAQUILLAS RANCH
COfo.1PANY, LTD., known to me to be the person whose name is subscribed to I
the for.q'golng instrument, and acknowledged to me that he executed the
same as the act of VAQUILLAS RANCII COMPANY, LTD., a limited partnership,
"
for ·the PUClJOSeS and consiucrcltion therein expressed, and in the capacity
therein state~.t
GIVEN U\IDER.HY llANO AND SEAL OF OFFICE, this the .(i>1'day of Jun".1974 •
." ....
.......
.. ``---r?'~::;:;::::;;cc~
~-;-;:-
__ _
Notary PubliC, Webb Coun ty, 'l'cxas
281
"':'-#-
~
c;3 . EXHIBIT "A"
~ ASSTRAeT CERTIFICATE GRANTEE
It~9 1110 . 1158 eeso • ReNe 6~O , O
It51 1112 1159 eeso , ReNe 6~0.0
1651 2876 1159 w. H. Taylor 64').0
It61 1122 1164 eeso 'ReNe 640.0
166) 112 ) 1165 eeso & ReNe 640.0
16J) 132) 4/808 ee , SF 640 . 0
16)~ 2252 4/808 ee & SF 659.96
1665 '124 1166 eeso & ReNe 640. 0
5.1/1 It66 2253 1166 eeso • ReNG 328.7S
N. I/2 1666 )142 1166 eeso , ReNe )28 . 7 ~
468 2255 236 AS , " 659. II,
467 799 236 AS ' , " 640 . 0
TC Ry . 640 , 0 __
16)5 1797 17
865 1438 1212541 H , eN 640 . 0
168) 1115 '1175 eeso & ReNe 640.0
1691 1267 5446 Ge & SF 640.0
1696 2418 5448 ee & SF 640.0
1695 1268 , 5448 ec & SF 640 .0
279 (pL only) 135) 3702 ee , SF 458.1
1004 2421 21105 J . Poltevent 634.58
It92 2~19 5446 ee • SF t11 . 04
169) 1269 5447 ec& SF 640.0
2112 2.20 & 192$ 631 8. F. James 627.12
276~ · ,2552 3700 e( & SF "640 . 1)-
228 '2550 1344 e(SO & ReNe - 6)6 . 9)
227 - 11 ))< 1344 eeso & ReNe 640.0
988 2593 21103 J. Poltevent 637,10
981" . 206'1 2/103 J . Poitevent 640.0
2]) ' _ 1141 1)49 CCsO & ReNe 640 . 0
275 ',' 1336 3700 ee & SF 640 . 0
277' ~1Jl7 3701 e(so & ReNe 640.0
'1 5. 112 ~I, 8 1 ~ck2
25, Sbck 2
104}.
10102
453
452
eeso & ReNG
eeso & ReNe
320.0-'
640,0 ``,
C
•
:2)2 ' 2148 1346 eeso & ReNe 462.70 rflC
2)3"- 1117 1347 eeso & ReNe 455.9 -. .:..:
-, H. I/2 51, S:ock 2
259 (p t . ollly)
'1955
1045
11 37
1328
460
1074
4526
)oi
eeso & ReNe
eeso & ReNe
ee & SF
eeso & ReNe
320 . 0
600.0
640.0
652.2;
~.' i
.". .
2057 985
'2060 ·Ipt. only) 3329-30 30) eT & " 440 , 0 ~,'
LI/2 ' 2059 ' 984 )0) eT& " 32h . o -- :','
E. I/l-1953'"' 1329 4527 ec& SF 310 . 0 ~!
- 1627 (p t. only) 1324 4683 ee & SF 160.0 ~ I ..•
.1629 ip t. only) 1275 4682 ee • SF 192 . 6:; '. vU, > :.
W. II2 - lt62 2230 1164 eeso & ReNe 319,3 , 9 .,. '
£0112 1648 2441 1157 eeso & ReNe 325.7!;~ ; .
W.1/21648 3301 1157 eeso & ReNe 315.7'; ,"
452 R. 0, Barns ley 640 . 0' · ~\ .~ : ,.
-26, .Hock ,2*
2JJ ; 3025 School W. Brown 27 . 3 ~i'
£.1/ 2. 1950" 2~60 4526 ee & SF 327.3 L .~- ~
less o r's WJrr;:.nt '! hereunder as to all of Surveys 987.213.275,277,26, the E.1/2 'of I~SL
E . 112 of 19S~ ,"11 ':; 401.9 acres out of Survey 233 (a1) e Kcept S~ acre,s out . of SW corner of s aid
Sur. 233) is e~;')ressly Itmite~ to 112 of the executive rights In the 011 and gas .right!i In
clnd un d~.r said lands, .)nd as to all of Survey 232 is expressly linlit-."d t o 4/S of the n :.c cutive
rlqtll'" ill thl.' 9 i ; ,lnd gas rights.
The f o llo\'tlng rhuts of surveys olre expressly excluded herefrom, viz.:
(1) Th e 5£ 1/4 o( sw 1/4: SW 1/4 of NE 1/4 (80 acs.) and N 1/2 of SW 1/4 and SW 1/4 o f SW 1/.
(1/0 ae •. ) of eT&" Survey ' 2060.
TIlt.' W. 3/4 of CC&sr Survey 1627 described In O&C Lse. to, Daniel A. Pcdrou I datt·.!
I:
(2 )
S"IJtcn lbcr 2 ~, 1973. il';i .11l1 '~ II(J('d,
I
(}) AllY Polrt of .J s.urvcy II'loh:d herl,.,ln not 11l,IIHJt'd wIthin any sputlfl, fr.lctlnnlll 1, ' 1 " "'11\',,
p " ,· c.: I~dln~J the c.urv,'Y referencc,
(/0) 1111' N( 1(,0 .Jcre", of Ge&Sf Surv,'y 179.
(S) Ult.d 11 a~ pcr thll E,O . Cla!I' ICll CjulKllvl ... lon of "'cord 'I PI.u R,'(. ol'd '. ='~. Webb r . hIllIY.
t: lllllolinl1l9 ltD .1crcs, bcln9 tlu' NOW 1/4 of SE 1/4 ' of r.CSD I. HGNG 511/\,'.,." ;>1,'1 ,
(6) /\11 of tb.! W. 320 .left''> u f S.iI,V·' .... 16]9 d c,. ~ rihl.·d clnd Includ"d In or. (; t·" w D.!" j., J A,
1"' d"tllllil ll~d . Sl.' I"I· II'''' 'r ::.. !''J / I. as amended •
.
~
,
282
Filed
9/8/20144:12:20 PM
Esther Degollado
District Clerk
Webb District
2014 CVQOOO 438 D4
CAUSE NO. 2014 CVQOOO 438 D4
VAQUILLAS UNPROVEN MINERALS, § IN THE DISTRICT COURT OF
LTD., §
Plaintiff, §
§ WEBB COUNTY, TEXAS
v. §
§
CONOCOPHILLIPS COMPANY, § 406th JUDICIAL DISTRICT
Defendant
AFFIDAVIT OF DINO O. SMITH
STATE OF TEXAS §
§
COUNTY OF WEBB §
Before me, the undersigned authority, on this day personally appeared Dino O.
Smith, who, after being placed by me under oath, stated the following:
1. "My name is Dino O. Smith. I am over eighteen years of age, am of sound mind,
have never been convicted of a felony or a crime involving moral turpitude, and I
am fully competent to make this Affidavit. I have personal knowledge of the facts
stated in this Affidavit, and they are true and <;orrect.
2. I am a member Management Committee of Vaquillas LLC. ("Managing
Member"), the general partner of Vaquillas Unproven Minerals, Ltd.
("Vaquillas"). I have served on this board since January 2012. I am involved in
various aspects of the operations of Vaquillas, including the day to day
management of the various mineral interests owned by Vaquillas. These
responsibilities include, but are not limited to:
a. planning and directing of Vaquillas Energy department activities, policies,
objectives, and initiatives according to the mission of the organization,
b. ensuring the department meets budgeted financial goals and objectives,
c. negotiating leases, easements, surface use agreements, and other contracts,
d. reviewing lanalyzing existing agreements, contracts, abstracts and title
opinions, and
e. developing and maintaining a functional on-line energy library.
In order to carry out these responsibilities, I have had to become familiar with the
business records and record keeping practices of Vaquillas.
3. Except as to royalty interests in production from certain wellbores, Vaquillas
IRX'~nIT I
Unproven Minerals, Ltd. is the successor to the entities that were original lessors
AWIDA vcr OF DINO O. SMITH PAGE<
273
to Continental Oil Company and Conoco, Inc. of the oil and gas leases set out
below.
BUSINESS RECORDS AFFIDAVIT
4. As a member of the board of Vaquillas LLC and in my capacity of manager of
mineral interests of Vaquillas, I have personal knowledge regarding the records
and recordkeeping practices of the company and am qualified to attest to the
authenticity of the companies' business records.
5. The documents listed below and attached as exhibits to this Affidavit are records
from Vaquillas. These records are kept by Vaquillas in the regular course of
business, and it was the regular course of business of this company for an
employee or representative of the company, with knowledge of the act, event or
opinion that was recorded, to make this record or to transmit the information to be
included in these records. These records were made at or near the time or
reasonably soon after the act, event, condition, opinion, or diagnosis that was
recorded. These records are exact duplicates ofthe originals."
Exhibit B-1: June 15, 1974 Oil, Gas and Mineral Lease between Vaquillas Ranch
Company, Ltd., a limited partnership acting herein through its
general partners, J.O. Walker, Jr., Gene S. Walker, Evan B. Quiros
and E. Walker Quiros (a/k/a Mary Elizabeth Quiros) and Continental
Oil Company for 26,622.79 acres of land, more or less, situated in
Webb County, Texas.
Exhibit B-2: November 1, 1987 Oil, Gas and Mineral Lease Amending Oil, Gas
and Mineral Lease dated June 15, 1974 (As Amended) between
Vaquillas Ranch Company, Ltd.; Vaquillas Unproven Mineral Trust;
Vaquillas Proven Mineral Trust; acting by and through its general
partners, J. O. Walker, Jr., E. Walker Quiros, Gene S. Walker and
Evan B. Quiros, and Conoco, Inc., Lessee for 26,622.79 acres, more
or less, situated in Webb County, Texas.
Exhibit B-3: November I, 1987 Oil, Gas and Mineral Lease between Vaquillas
Ranch Company, Ltd.; Vaquillas Unproven Mineral Trust; Vaquillas
Proven Mineral Trust; acting by and through its general partners, J. O.
Walker, Jr., E. Walker Quiros, Gene S. walker and Evan B. Quiros
and Conoco Inc. for 6,740 acres, more or less, situated in Webb
County, Texas.
AFFIDAVIT OF DINa O. SMITH PAGE 2
274
-
RAILROAD COMMISSION OF TEXAS
OFFICE OF GENERAL COUNSEL
OIL AND GAS DOCKET
NO. XX-XXXXXXX
FINAL ORDER
CONSOLIDATING VARIOUS FIELDS INTO A NEW FIELD CALLED
THE VAQUILLAS RANCH (LOBO CONS.) FIELD AND
ADOPTING FIELD RULES FOR THE
VAQUILLAS RANCH (LOBO CONS.) FIELD
WEBB COUNTY, TEXAS
The Commission finds that after statutory notice in the above-numbered docket
heard on October 8, 1997, the presiding examiner has made and filed a report and
recommendation containing findings of fact and conclusions of law, for which service was
not required; that the proposed application is in compliance with all statutory
requirements; and that this proceeding was duly submitted to the Railroad Commission
of Texas at conference held in its offices in Austin, Texas.
The Commission, after review and due consideration of the examiner's report and
recommendation, the findings of fact and conclusions of law contained therein, hereby
adopts as its own the findings of fact and conclusions of law contained therein, and
incorporates said findings of fact and conclusions of law as if fully set out and separately
stated herein.
Therefore, it is ordered by the Railroad Commission of Texas that the following
fields located in Webb County, Texas, are hereby combined into a new field called the
Vaquillas Ranch (Lobo Cons.) Field (No. q3~t 5 400 ):
BALTAZAR (LOBO 6 10470) FIELD 05357400
BARNSLEY (LOBO 10900) FIELD 05791 800
BARNSLEY (LOBO) FIELD 05791 400
BONEBRAKE (LOBO 6) FIELD 10419 500
BONEBRAKE (UPPER LOBO) FIELD 10419 800
CALICHE CREEK (LOBO) FIELD 14735225
CARR (LOBO 10100) FIELD 15874 350
CARR (LOBO 8300) FIELD 15874 235
CARR (LOBO 8600) FIELD 15874 250
CARR (LOBO 8700) FIELD 15874275
CARR (LOBO) FIELD 15874200
CARR (WILCOX 8200) FIELD 15874 600
CARR (WILCOX 8300) FIELD 15874 700
CARR (WILCOX) FIELD 15874 500
CATTO (LOBO 9900) FIELD 16405400
CATTO (LOBO 10200) FIELD 16405 500
EXHIBIT
A-4
245
OIL AND GAS DOCKET NO. XX-XXXXXXX PAGE 2
DESPARADO (LOBO 6) FIELD 24394500
DIAMONDBACK (LOBO 3) FIELD 24574400
GATO CREEK (9800) FIELD 34238400
GATO CREEK (LOBO 1) FIELD 34238 300
GATO CREEK (LOBO 1-SEGA) FIELD 34238 325
GATO CREEK (LOBO 3) FIELD 34238 350
GATO CREEK (LOBO 6 SEGMENT A) FIELD 34238 375
GATO CREEK, SE (9800) FIELD 34242 980
GATO CREEK, SE (LOBO 1) FIELD 34242 500
GATO CREEK, SE (UP. LOBO STRAY) FIELD 34242 750
HIRSCH (LOBO 9746) FIELD 41659075
JURASCHEK (LOBO) FIELD 47740 500
JURASCHEK (WILCOX 11600) FIELD 47740600
LUNDELL (LOBO 9200) FIELD 55755 180
LUNDELL (LOBO) FIELD 55755 175
MCLEAN (LOBO) FIELD 59725500
MUJERES CREEK (LOBO 1) FIELD 63668 300
MUJERES CREEK (LOBO 3) FIELD 63668400
MUJERES CREEK (LOBO 6) FIELD 63668500
MUJERES CREEK (LOBO) FIELD 63668250
MUJERES CREEK, SOUTH (LOBO) FIELD 63670500
NICHOLSON (LOBO 3) FIELD 65469020
NORDAN (LOBO) FIELD 65934500
POZO (LOBO) FIELD 72838500
RANCHO VIEJO, S. (LOBO 6) FIELD 74570 100
RANCHO VIEJO (LOBO 3) FIELD 74568680
RANCHO VIEJO (LOBO 6) FIELD 74568700
VAQUILLAS RANCH (LOBO 8100) FIELD 93215450
VAQUILLAS RANCH (UP. LOBO STRAY) FIELD 93215600
VAQUILLAS RANCH (WALKER 8300) FIELD 93215680
VAQUILLAS RANCH (WALKER 8600) FIELD 93215690
VAQUILLAS RANCH (WALKER, N.) FIELD 93215670
VAQUILLAS RANCH (WILCOX 11,100) FIELD 93215 700
VAQUILLAS RANCH (WILCOX 11,600) FIELD 93258750
VAQUILLAS RANCH (WILCOX 11,900) FIELD 93215 725
VAQUILLAS RANCH (YARSA) FIELD 93258 900
VENADA (9800) FIELD 93436 800
VENADA (LOBO) FIELD 93436300
VERGARA (LOBO 9300) FIELD 93537750
VERGARA (LOBO) FIELD 93537 500
It is further ordered that the following rules are adopted for the Vaquillas Ranch (Lobo
Cons.) Field:
246
r
!
I
OIL AND GAS DOCKET NO. XX-XXXXXXX PAGE 3
RULE 1: The entire Lobo Formation from the Lobo Unconformity to the top of the Wills
Point (Midway Shale) and including the above listed fields in Webb County, Texas, shall be
designated as a single reservoir for proration purposes and be designated as the Vaquillas
Ranch (Lobo Cons.) Field.
RULE 2: No gas well shall hereafter be drilled nearer than FOUR HUNDRED SIXTY
SEVEN (467) feet to any property line, lease line or subdivision line and no well shall be drilled
nearer than ONE THOUSAND TWO HUNDRED (1,200) feet to any applied for, permitted or
completed well in the same reservoir on the same lease, pooled unit or unitized tract. The
aforementioned distances in the above rule are minimum distances to allow an operator flexibility
in locating a well, and the above spacing rule and the other rules to follow are for the purpose
of permitting only one well to each drilling and proration unit. Provided however, that the
Commission will grant exceptions to permit drilling within shorter distances and drilling more wells
than herein prescribed whenever the Commission shall have determined that such exceptions
are necessary either to prevent waste or to prevent the confiscation of property. When exception
to these rules is desired, application therefore shall be filed and will be acted upon in accordance
with the provisions of Commission Statewide Rule 37 and 38, which applicable provisions of said
rule are incorporated herein by reference. Provided however, that persons who are presumed
to be affected by a request for an exception to the between-well spacing requirement shall be
limited to the operators and ownersllessees of tracts, lease or units within one mile or less of the
proposed well.
In applying this rule the general order of the Commission with relation to the subdivision
of property shall be observed.
RULE 3: The daily allowable production of gas from individual wells completed in the
subject field shall be determined by allocating the allowable production, after deductions have
been made for wells which are incapable of producing their gas allowables, among the individual
wells in the following manner:
TEN percent (10%) of the total field allowable shall be allocated equally among the
individual wells producing from this field.
NINETY percent (90%) of the total field allowable shall be allocated among the individual
wells in the proportion that the deliverability of such well, as evidenced by the most recent
G-10 test filed with the Railroad Commission bears to the summation of the deliverability
of all proratable wells producing from this field.
It is further ordered by the Railroad Commission of Texas that the allocation formula for
the Vaquillas Ranch (Lobo Cons.) Field be suspended. The allocation formula may be reinstated
administratively if the market demand for gas in the Vaquillas Ranch (Lobo Cons.) Field drops
below 100% of deliverability. If the market demand for gas in the Vaquillas Ranch (Lobo Cons.)
Field drops below 100% of deliverability while the allocation formula is suspended, the operator
shall immediately notify the Commission and the allocation formula shall be immediately
11
247
J
OIL AND GAS DOCKET NO. XX-XXXXXXX PAGE 4
reinstated. Failure to give such notice to the Commission may result in a fine (as provided for
in Tex. Nat. Res. Code §86.222) for eac day the operators fail to give notice to the Commission.
Effective this d/f ~ay of , 19q9 .
COMMISSIO~
a:zON
248
CHARUS R. MAlTHEWS, 0iAJRMAN LINDIL C. FOWLER, JR., G£Nf:.RA1. COUNSEL
BARRY WII.L1AMSON, COMMISSIONER LARRy BOREllA, Am: DIRECTOR
CARoLE KEETON RYU.NDER, COIIMISSIONER OlL & GAS SE.cnON
RAILROAD COMMISSION OF TEXAS
OFFICE OF GENERAL COUNSEL
February 24, 1998
OIL AND GAS DOCKET NO. XX-XXXXXXX
THE APPLICATION OF CONOCO INC. TO CONSIDER CONSOLIDATION OF
VARIOUS FIELDS INTO A NEW FIELD CALLED THE VAQUILLAS RANCH (LOBO
CONS.) FIELD, WEBB COUNTY
Heard by: Donna K. Chandler on October 8, 1997
Appearances: Representing:
Ron Schultz Conoco Inc.
Gary Compton
Kerry Pollard
Oracio Estrada
James Doherty Sonat Exploration Co.-Houston
Don Rhodes Hurd Enterprises LTD
EXAMINER'S REPORT AND RECOMMENDATION
STATEMENT OF THE CASE
Conoco Inc. requests that 56 fields be consolidated into a new field to be called
the Vaquillas Ranch (Lobo Cons.) Field. Conoco further requests that the following rules
be adopted for the new field:
1. Designation of the Vaquillas Ranch (Lobo Cons.) Field as the entire Lobo
Formation described as the interval from the Lobo unconformity to the Wills
Point (Midway Shale);
.,,2. Well spacing a minimum of 467 feet from lease lines and 1,200 feet
,' between wells.
. 3. Allocation based on 90% deliverability and 10% per well .
.,Gonoco also requests that the allocation formula in the consolidated field be
suSpended.
1701 NORm CONGRESS AVENUE *
roo 800-735·2989 OR roy 512-463-7284
POST OFFICE Box 12967 * AUSTIN, TEXAS 78711·2967
AN EQUAL OPPORruNITY EMPLOYER
* PHONE: 5121463-6924 FAX: 512/463-6989
250
http://www.rrc.state.tx.us
I
i
OIL AND GAS DOCKET NO. XX-XXXXXXX PAGE 2
At the hearing, Conoco amended its application to include 4 fields which had not
been included in the Notice of Hearing and delete 4 fields which had been included in
the Notice of Hearing.
After the hearing, Conoco requested that, in conjunction with the proposed 467
f-1,200' well spacing rule, that persons presumed to be affected by a between-well
spacing exception be limited to operators and ownersllessees of tracts, leases or units
within one mile or less of the proposed well. Notice of this request was given to aI/
operators in the fields and no objections were received. The examiner recommends
approval of the field consolidation, adoption of the proposed field rules and suspension
of the allocation formula.
DISCUSSION OF THE EVIDENCE
The fields proposed for consolidation into the Vaquillas Ranch (Lobo Cons.) Field
were all discovered after 1981. All aFe Lobo gas reservoirs and most operate under
Statewide rules. The allocation formula in each field is currently suspended.
There are currently more than 600 active wells in the 56 fields. Current average
production is 320 MCFD per well, with a range from less than 50 MCFD to over 1,200
MCFD. Cumulative production from the fields is over 1 TCF of gas.
It is proposed that the consolidated field interval include the entire Lobo Formation
from the base of the Lobo Unconformity to the top of the Wills Point (Midway Shale).
The depth interval is generally approximately 7,200 feet to 9,700 feet.
With consolidation, wells can be produced to a lower economic limit. Conoco
estimates that incremental recovery per new well will be a minimum of 25 MMCF.
Conoco plans to drill approximately 400 new wells in this area, resulting in additional
recovery of 10,000 MMCF.
Because the proposed consolidated field consists of numerous productive zones,
a two-factor allocation formula is necessary. The proposed two-factor allocation formula
based on 10% per well and 90% deliverability satisfies this requirement.
The allocation formula in each field is currently suspended. It is therefore
appropriate to suspend the allocation formula in the consolidated field ..
FINDINGS OF FACT
1. Notice of this hearing was sent to all affected persons in the .subject area
field at least ten (10) days prior to the subject hearing.
2. The 56 fields proposed for consolidation into the Vaquillas Ranch (Lobo
Cons.) Field were all discovered after 1980 and are all non-associated
Lobo gas reservoirs.
251
OIL AND GAS DOCKET NO. XX-XXXXXXX PAGE 3
3. There are currently more than 600 active wells in the 56 fields and current
average production is 320 MCFD per well. Cumulative production from the
56 fields is over 1 TCF of gas.
4. The Lobo Formation in this area is found from approximately 7,200 feet to
approximately 9,600 feet.
5. It is estimated that a minimum incremental recovery of 25 MMCF per new
well will result from the consolidation and approximately 400 new wells are
planned for this area.
6. The proposed two-factor allocation formula based on 10% per well and
90% deliverability is a reasonable formula which will protect the correlative
rights of mineral owners in the fields.
7. The allocation formula in each field is currently suspended.
CONCLUSIONS OF LAW
1. Proper notice was given to all parties as set out in the provisions of all
applicable codes and regulatory statutes.
2. All things have occurred and been accomplished to give the Commission
jurisdiction in this matter.
3. Approval of the proposed field consolidation, adoption of the proposed field
rules and suspension of the allocation formula will prevent waste and will
not harm correlative rights.
EXAMINER'S RECOMMENDATION
Based on the above findings and conclusions of law, the examiner recommends
approval of the field consolidation and adoption of the field .rules for the Vaquillas Ranch
(Lobo Cons.) Field. It is further recommended that the allocation formula in the
consolidated field be su:;pended.
Technical Examiner
252
VICTOR G. CARRILLO, CHAIRMAN LINDIL C. FOWLER, JR., GENERAL COUNSEL
ELIZABETH A. JONES, COMMISSIONER COLIN K. LINEBERRY, DIRECTOR
MICHAEL L. WILLIAMS, COMMISSIONER HEARINGS SECTION
RAILROAD COMMISSION OF TEXAS
OFFICE OF GENERAL COUNSEL
OIL AND GAS DOCKET NO. XX-XXXXXXX
THE APPLICATION OF CONOCOPHILLIPS COMPANY TO AMEND THE FIELD RULES
FOR THE VAQUILLAS RANCH (LOBO CONS.) FIELD, WEBB COUNTY, TEXAS
Heard by: Donna K. Chandler on September 23,2010
Appearances: Representing:
Jamie Nielson ConocoPhillips Company
Greg Cloud
Tod Lippincott
Glenn Johnson Chesapeake Operating, Inc.
EXAMINER'S REPORT AND RECOMMENDATION
STATEMENT OF THE CASE
Field rules for the Vaquillas Ranch (Lobo Cons.) Field were adopted on February
24, 1998 in Docket No. XX-XXXXXXX. The rules in effect for the field are summarized as
follows:
1. Designation of the field as the correlative interval from the top of the Lobo
Unconformity to the top of the Wills Point (Midway Shale);
2. 467'-1,200 well spacing;
3. Allocation based on 90% deliverability and 10% per well.
ConocoPhiJIips requests that the spacing rule be amended to eliminate the between-
well spacing requirement, as long as the well to be permitted is at least 660 feet from a
lease line. If the well to be permitted is less than 660 feet from a lease line, then the well
must be 1,200 feet from the nearest well on the lease, or a Rule 37 exception must be
obtained;
'-This application was unprotested and the examiner recommends approval of the
re:ql1ested field rule change.
1701 NORTH CONGRESS AVENUE
TDD 800.735·2989 OR TDY 512-463·7284
* POST OFFICE Box 12967 * AUSTIN, TEXAS 78711·2967
AN EQUAL OPPORTUNITY EMPLOYER
* PHONE: 512/463·6924 FAX: 261
512/463·6989
h_. 11 •• _-" ," " , .
OIL AND GAS DOCKET NO. XX-XXXXXXX Page 2
DISCUSSION OF THE EVIDENCE
The Vaquillas Ranch (Lobo Cons.) Field was formed in 1998 with the consolidation
of numerous fields. The field is classified as associated-prorated with AOF status. There
are 593 gas wells on the current schedule and no oil wells.
The subject field is one of 11 fields in the Wilcox Lobo trend in Webb and Zapata
Counties for which a change in spacing rule is being requested. The Wilcox throughout
the area is highly faulted and as a result of the very complex geology, it is difficult to
develop the many separate fault blocks which comprise the various fields. Recent infill
wells are encountering fault blocks which have virgin pressure.
Several fields in the area have already adopted a spacing rule which eliminates the
between-well spacing requirement. ConocoPhillips is proposing a between-well spacing
rule which is more restrictive. The proposed rule eliminates a between-well spacing
requirement as long as the well to be permitted is at lease 660 feet from lease lines. If the
proposed well is less than 660 feet from lease lines, then the well would require a Rule 37
exception if it is less than 1,200 feet from the nearest well. This rule would allow operators
to exploit interior portions of their leases, while still giving notice of a between-well spacing
exception to offsetting operators if the proposed location is less than 660 feet from the
lease line. Offset operators will be given an opportunity to protest an application if they
believe that such location would encounter a fault block which may extend to their property.
FINDINGS OF FACT
1. Notice of this hearing was given to all persons entitled to notice at least ten
days prior to the date of hearing.
2. Field rules for the Vaquillas Ranch (Lobo Cons.) Field provide for a
designated interval, 467'-1,200' well spacing and allocation based on 90%
deliverability and 10% per well.
3. The Vaquillas Ranch (Lobo Cons.) Field is classified as associated-prorated
with AOF status. There are 593 gas wells on the current schedule and no
oil wells.
4. The Wilcox throughout the area of Webb and Zapata Counties is highly
faulted. As a result of the very complex geology, it is difficult to develop the
many separate fault blocks which comprise the various fields.
5. Many fields in the Wilcox Lobo trend in Webb and Zapata Counties have
rules which eliminate the between-well spacing requirement.
262
At
OIL AND GAS DOCKET NO. XX-XXXXXXX
Page 3
6. The spacing rule proposed by ConocoPhillips eliminates a between-well
spacing requirement as long as the well to be permitted is at lease 660 feet
from lease lines. The proposed rule will provide for ease of development of
interior portions of leases.
CONCLUSIONS OF LAW
1. Proper notice of this hearing was given to all persons legally entitled to
notice.
2. All things have occurred or been accomplished to give the Railroad
Commission jurisdiction in this matter.
3. Amending the spacing rule for the Vaquillas Ranch (Lobo Cons.) Field is
necessary to prevent waste and protect correlative rights.
EXAMINER'S RECOMMENDATION
Based on the above findings and conclusions, the examiner recommends that the
spacing rule for the Vaquillas Ranch (Lobo Cons.) Field be amended as proposed by
ConocoPhillips.
Donna K. Chandler
Technical Examiner
263
CAUSE NO. 2014CVQ000438 D4
VAQUILLAS UNPROVEN MINERALS, § IN THE DISTRICT COURT OF
LTD, §
§
Plaintiff, §
§
v. § WEBB COUNTY, TEXAS
§
CONOCOPHILLIPS COMPANY, §
§
Defendant. § 406TH JUDICIAL DISTRICT
DEFENDANT CONOCOPHILLIPS COMPANY'S RESPONSE TO PLAINTIFF
VAQUILLAS UNPROVEN MINERALS, LTD. 'S FIRST SET OF INTERROGATORIES
Defendant ConocoPhillips Company, acting pursuant to Tex. R. Civ. P. 197, responds to
Plaintiffs First Set of Interrogatories as shown on the attached pages.
By Rule 11 agreement between counsel for Plaintiff and Defendant, ConocoPhillips' time
for responding to these interrogatories was extended to and including July 7, 2014.
ConocoPhillips objects to the "Definitions" set forth on pages 4-5 of Plaintiffs First Set
of Interrogatories as follows:
1. ConocoPhillips objects to the twenty-one "Definitions" in their entirety for the
reason that they consist mainly of boilerplate "definitions," not tailored to Plaintiffs First Set of
Interrogatories. For example, they include instructions "to produce" documents, which is not the
proper function of interrogatories. As another example, the definitions include many words
never used in Plaintiffs interrogatories. ConocoPhillips declines to attempt to comply with
Plaintiffs boilerplate definitions, but instead will comply with the requirements of Tex. R. Civ.
P.195.
2. ConocoPhillips objects to the definitions of "documents" and "records." This
"definition" was obviously not written to be used with interrogatories because it talks about
EXHIBIT
A-3
241
which it relies established units of different sizes from 40 acres for oil wells and
640 acres for gas wells, then that is wrong, and ConocoPhillips denies it.
14. Identify by the Well name(s) used in the Partial Releases and the corresponding API
Number each Well you contend entitles you to any Retained Acreage pursuant to the
Vaquillas Leases.
ANSWER: Objection: ConocoPhillips objects to this interrogatory because it is vague
and ambiguous.
Subject to the foregoing objection, the Partial Releases described in
Plaintiff s Definition 19 provide well names and numbers, and ConocoPhillips
does not understand what more Plaintiff wants other than API numbers. The API
numbers are equally available to Plaintiff from public sources as they are
available to ConocoPhillips; but ConocoPhillips will attach, as Exhibit A to these
Answers to Interrogatories, a map from which Plaintiffs counsel may derive API
numbers.
15. Identify by API Number any Wells located on the acreage covered by the Vaquillas
Leases that were not drilled by or for Conoco under the Vaquillas Leases but in which
Conoco owns an interest.
ANSWER: Objection: ConocoPhillips objects to this interrogatory because it is
incomprehensible, vague, and ambiguous. It asks about "Wells," which Plaintiff
defines in its Definition 16 as "wells drilled by or for Conoco," but this
interrogatory purports to inquire of wells "not drilled by or for Conoco," so the
interrogatory contradicts itself. The interrogatory also appears to ask whether
ConocoPhillips owns an interest in Wells on acreage covered by the Vaquillas
Leases, but that are not subject to the Vaquillas Leases, yet Plaintiffs definition
of "Wells" states they were drilled under the terms of the Vaquillas Leases.
ConocoPhillips cannot be required to guess or speculate what Plaintiff is asking.
16. Identify by API Number and rig release date the Final Well completed or abandoned
during Conoco's drilling and reworking operations engaged in on and after November 1,
1990 on the 26,622.79 Acre Lease.
ANSWER: The well was the Vaquillas A-7 249, API No. 42-479-41635.
17. State the date you contend to be the 90th day after completion or abandonment of the
Final Well at which time a written release of acreage was to be provided pursuant to
Paragraph 18 of the 26,622.79 Acre Lease.
ANSWER: ConocoPhillips believes the relevant date was June 21, 2012.
18. Identify by API Number and rig release date the Final Well completed or abandoned
during Conoco's drilling and reworking operations engaged in on and after November 1,
1990 on the 6,740 Acre Lease.
DEFENDANT'S RESPONSE TO PLAINTIFF'S
FIRST SET OF INTERROGATORIES -8
242
PARTIAL RELEASE OF OIL AND GAS LEASE
STATE OF TEXAS §
§
COUNTY OF WEBB §
WHEREAS on June 15, 1974, Vaquitlas Ranch Company, Ltd., a limited partnership acting- therein
through its general partners, J.D. Walker, Jr., Gene S. Walker, Evan B. Quiros and E. Walker Quiros, as
Lessors, and Continental Oil Company, as Lessee, entered into an Oil and Gas Lease, recorded in Volume 460,
Page 324 of the Deed Records of Webb County, Texas, covering 26,622.79 acres of land, more or less,
hereinafter referred to as ~the Lease,· and;
WHEREAS the Lease was revised, more particularly described in that certain Oil. Gas and Mineral
Lease Amending Oil, Gas and Mineral Lease dated November 1, 1987, as evidenced by said Memorandum of
Amendment to Oil and Gas Lease, dated June 16, 1988: recorded in Volume 1303, Page 879 in the Real
Property Records of Webb County. Texas.
WHEREAS the Lease has also been amended from time to time. as reflected in the Public Records of
Webb County, Texas, and all references to the Lease herein shall be to the Lease as amended.
NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt of which is hereby acknowledged, ConocoPhillips Company, does hereby
RELEASE, RELINQUISH and SURRENDER unto the Lessor, all of its right, title and interest and estate in the
Lease SAVE AND EXCEPT THOSE LANDS AS MORE PARTICULARLY DESCRIBED ON THE EXHIBIT
"A," AND FURTHER DESCRIBED ON EXHIBITS A-1 THROUGH A-36 ATTACHED HERETO AND MADE A
PART HEREOF.
Provided, however, Lessee shall have and retain full rights of access and all easements of ingress and egress
over and across those lands covered by the Lease, including the lands which are hereby released, for the
production of oil and gas and operations in the acreage not hereby released, and Lessee shall not be required
to remove or relocate any pipelines. utilities, roads. tank batteries, or other surface equipment or installations
from any portion of the Lease or lands herein released for so long as same continues to be used for the
exploration, development or operation of such portions of the Lease that continue in force and effect
This instrument is binding upon and inures to the benefit of the parties hereto, their heirs, successors and
assigns.
Executed this ) 1'th day of f.kaflj ,2014.
LESSEE:
::~oc~
Michael P. Rose
Attorney-In-Fact
Volume: 3577 Page: 454 - 530
00e#1194188
Doc Type: PARTIAL RB.EASE OF OIL & GAS lEASE
Recocd Date: 21251201411:28:17 AM Record By: Mtc
199129-001 Fees·$330.00.
Margie RamIrez Ibarra, Webb County Cieri!.
90
ACKNOWLEDGEMENT
STATE OF TEXAS §
§
COUNTY OF HARRIS §
ACKNOWLEDGED BEFORE ME, this 11Ie). day of F...
'bonnJ , 2014, by
Michael P. Rose. Attorney-in-Fact for ConocoPhillips Company, a Delaware (Corporation, on behalf of said
corporation.
199129-001
91
OVERALL EXHIBIT "A"
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH RETAINEO TRACTS 1-36
CONTAINING A TOTAL OF 21,291.86 ACRES
J "i
r-l~" M
f'1T"
I, :~I!iI A-I
• 640.00 ,
, : j
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, 640.00 I
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Acr.,.
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-r--- A-I, Acres
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606.8<1
Acre!
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A-2.OltI1\Iob>\2DlNllJI_lJ\27\ll_IJ.do.g.IJI/2Ol.2:].:I ....... _ PDf
92
HONLAND
ENGINEERING AND SURVEYING CO.
EXIllBIT "A-l"
FIELD NOTES
FOR
CONOCOPmLL~SCOMPANY
VAQUILLAS RANCH LEASE 199129.{l01
RETAlNED TRACT 1
(VAQUILLAS RANCH WELLS A·3 No. 61, No. 67, No. 199, No. 200, & No. 203)
640.00 ACRES
A TRAer OF LAND CONTAINING 640.00 ACRES, more or less, being out of the VaquiUas
Ranch Lease 199129·001, 26,622.79 Acres (Called), situated in Survey 1955, G.C. & S.F. R.R.
CO., Abstract 1328, Webb County, Texas, and being more particularly described as follows:
BEGINNING at a fOWld !h." iron rod next to a fence comer, which bears N 56°51'30" W, a
dislance of 886.46 feet, from the Vaqui1las Ranch A 3 No. 199 Well;
THENCE, N 89004'24" E, along an existing fence line, a distance of392.77 FEET, to a point
for a deflection right;
THENCE, N 89°17'59" E. continuing along said existing fence line, a distance of 1,379.80
FEET, to a point for a deflection right;
THENCE, N 89042'30" E, continuing along said existing fence line, a distance of 695.33 FEET,
to a found 1 W' pipe at fence comer, for the Northeast comer hereof;
THENCE, S OO~O'36" E, along an existing fence line, a distance of2,S33.32 FEET, to a point
for a deflection right;
THENCE, S 00°19' 10" E, continuing along said existing fence line, a distance of2,829.S2
FEET, to a point for a deflection left;
THENCE, S 00°20'17" E, continuing along said existing fence line, a distance of2,697.S8
FEET, to a point, for the Southeast corner hereof;
THENCE, S 89°39'43" W, a distance of 4,334.37 FEET, to a point for the Southwest comer
hereof;
THENCE, N 00°38'14" W, a distance of 4,273.09 FEET, to a point under an existing fence line,
for an exterior comer hereof;
THENCE, N 89°20'19" E, along an existing fence line, a distance of 1,910.21 FEET, to a fOWld
Y.t" iron rod at fence comer, for an interior comer hereof;
THENCE, N O()039'19" W, along an existing fence line, a distance of3,668.08 FEET, to a point
for 8 deflection right;
THENCE, N 00°33'14" W, continuing along said existing fence line, 8 distance of96.40 FEET,
to the POJNT OF BEGINNING, containing 640.00 acres of land, more or less.
Basis of Bearing: G.P.S., TX. South Zone, NAO-27
SHEETlOF2
H;\HOWLAND\SURVEYING DEPARTMEN1\lobs\2013\l2131.1-13\22J31.1-J3.doc
www.howlandcompanies.com
7615 N. Bartlett Avenue , P.O. 80)(451128 (78045) i Laredo, TX78041 P. 956.722.4411 F.956.722.5414
TBPE Firm Registration No. F-4097 I TBPLS Arm Registration No. 100464-00
93
CONOCO PHILLIPS COMPANY
VAQUIUAS RANCH LEASE 199129-001. N RETAINED lRACT 1
(VAQUIUAS RANCH A-3 WELLS No. 61. No. 67. No. 199. No. 200. '" No. 203)
640.00 ACRES
WEBS coutm', TEXAS
SURVEY 294
ABSTRACT 2227
- •• - •• --c:::;::;::;..<----
VAOUILLAS
RANCH
A-3 No. 61
:0 VAQUILlAS
RANCH
SURVEY 2096
Dall. C. FANNING , (SHL) A-.3 No. 61
(BHL)
ABSTRACT 2226
'"
~
t
z SURVEY 1955
G.C. & S.F. R.R. CO.
ABSTRACT 1328
WEBB COUNTY, TEXAS
WEST 1/2
SURVEY 1844
P.K. CONNOWAY
N 89"20'19- E ... ABSTRACT 2168
VAOUILLAS -¢-
RANCH A-J No. 67
AVAQUlllAS
¥ RANCH
No. 211
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH LEASE 199129-001
26,622.79 ACRES (CALlED)
RETAINED 840.00 ACRE UNrr
SURVEY 1956
H. E. BROCK !
ABSTRACT 2560 J:
...
~
VAQUILlAS RANCH
A-J No. 200 (BHl)-® VAQUILlAS RANCH
A-3 No. 200 (SHL)
z
VAQUJLl.AS -¢f)VAQUILLAS
RANCH RANCH
A-3 No. 203 A-3 No. 203
(BHL) (SHL)
r-``--.'.--"--LT-"-'--------------"--" __ __________________-,__JL__• _______ --------
~
GRAPHIC SCALE
T.-...............'"'""",``~T·
(Ill fEET)
SURVEY 2058
C.T. & M.C. RR. CO .
ABSTRACT 2880
SURVEY 851
S.B. TURNER
ABSTRACT 1842
, 10<10 _ lacon.
ww.
UHIT UH£
- ,- "" "'<£
------- TIES
_ •• _ SURVEY UNE
~ a>.s1S OF BEARINC: COPS. Tx. South ZQl'1C, NAD.-27.
TNS PlAT "'1'1' If'JT .5I-JJW ,ou CROss:tICS ~ I'F'£lJNES OR CIa!S. ~D ENClNtElllHG
CfIOSSUj=
Nf:J SUJM:1'IIC Co.. INC. ASSUIoIES HO II£SI'OHSItIUT'I' TO ~Tt ~D.I'tt OR c.oa.r
ItO CU&I IS IIERD!T II.IDE ~ CUIRENT OR ...cn.w. S{g1CE/lt1/l~ f"E:E aMf£R$HtP OR
I.LSSOR. lml 0R.0M'tC W« El78041 P. 956.722.4411 r F.956.722.5414
TBPE Firm RegIstration No. F-4097 : TBPLS Firm Registration No. 100464-00
95
EXHIBIT "A-2"
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH LEASE 199129-001 N RErAINED TRACT 2
(VAQUILLAS RANCH A-5 WELLS No. 126. No. 166. No. 205. &; No. 230)
640.00 ACRES
WEBB COUNTY. TEXAS
!,
(PO~
SURVEY 1954
Dall. C. FANNING
ABSTRACT 2226
I
:
SURVEY 1956
Dall. C. FANNING
ABSTRACT 2591
Faund 60 0 Naa
I I
;
SURVEY 1956
H. E. BROCK
ABSTRACT 2560
~.J-
o found Fenc:o
I N 89'22'34- E _ 3.689.76" 0 fence Comer-z.. t N ``::: E
Carner Post ~--..-1----````:-````,``~,::~,~::~,``~::~,f:::~'::::~'~_-T"I--"·------
, ,
I
I
'_
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' , , , , :
'\~:
'\~O.>. :
XI I
I
'\.~ ~: CONOCOPHILLIPS COMPANY XI :
"\
\~&>"-S-
'"6'.:
I
NI VAQUILlAS RANCH LEASE 199129-001
26,622.79 ACRES (CAlLED)
RErAlHED 840.00 ACRE UNIT
><
\
I
I
~-----~'71 'found t " l iI
'-:-..Iron Rod '\ I VAQUlllAS A ~.I
o F..-.ca Comer \, : VAOUILLAS RANCH RANCH V
_______ ``~ _______ {) .-¢- A-5 No. 205 A-5 No. 166 ~I
VAQUILlAS RANCH (BHl) 10-.
A-5 No. 205 VAQUILlAS RANCH-¢- . .~.I
(SHl) A-5 No. 2.30 _
,; (BHL) . ':n I
VAQUlllAS RANCHO I')
~ I'
U'"
.N 11;
'"'"
"'''''' SURVEY 2057 A-5 No. 230
~
~..;
.~ (SHL)
~" C.T. & M.C. R.R. CO.
``~ , ABSTRACT 9S5
",,,,,,,....
WEBB COUNTY. TEXAS
\:
"'u!:!
ci
~ A
V
VAQUILLAS
RANCH ~
1
A-5 No. 126
--------~------------````~----r__----``----~
, VAOUllLAS -¢- WEST ... ~.187.42·
, RANCH
A-5 No. 118 VAQUILlAS
I
A-5 No. 101 I
I, -¢-
f
I-~-:;: -O~ ~
SURVEY 2060
, L.F. UPDEGROVE 00::;;;
"'Ol'"
Ii
ABSTRACT 3330
``:
1, >-1Zl~
A
¥. RANCH
VAQUILLAS
: NE 1/4 : g; "
GRAPHIC SCALE A-5 No. 40 SURVEY 2060 1 !5~&J
T R.D. GUINN "''''!:!
1
, ABSTRACT 3331 ,
I
( tI FEET )
, ... h _ lDCOFl.
lEGEND
,
R.... I.lon 0 .. '_
HOWLAN~ 0
-¢- W",-
'" HORIZONTAL \'tElL
5Ul1FAC£ I.OCJITlOH ,
,
04-12 13
QS-l1 13
ENGINEERING AND SURVEYING CO.
TBPEArmR78041 P. 956.722.4411 F.956.722.5414
TaPE Firm Registration No. F-4097 : TaPLS Firm Registration No. 100464-00
97
EXHIBIT "A-3"
CONOCOPHILLiPS COMPANY
VAQUIUAS RANCH LEASE 199129-001 N RETAINED lRACT 3
(VAQUIUAS RANCH A-5 WELLS No. 40. No. 97. No. 101.
No. 108. No. 110. No. 113.8< No. 118)
515.26 ACRES
WEBB COUNlY. lEXAS
SURVEY 2057
SURVEY 1953 C.T. & M.C. R.R. CO.
G.C. & S.F. R.R. CO. ABSTRACT 985
ABSTRACT 1329 A VAQUILlAS
Y RANCH
A-5 No. 126
EAST ... 8,.540.37"
--~---r----------````-----------------4-----
,, 1,
, , -¢-
, VAQUILlAS
CONQCQPHILLIPS COMPANY VAQUJLLAS
\"L ;,-1' VAQUILlAS RANCH LEASE 199129-001
RANCH
A-5 No. 116
A-5 No. 101
\... rt I 26,622.79 ACRES (CALLED) -¢-
", NI RETAINED S1fj.26 ACRE UNrT SURVEY 2060
\'j. I
L.F. UPDEGROVE
\!1, t ABSTRACT 3330
\£ I
S 88'15"20- W
It : VAOUILLAS 1,383.69' 00::;;
~111~
\t->I
. ,. ,
\~ I
\~.:
SURVEY 2059
C.T. & M.C. R.R. CO.
ABSTRACT 984
I
RANCH
A-5 No. 40 y
A ILl
!,.,.
0....
SWI/40F
NE 1/4
I "'S:E-<
:
~ZU
~,
~:t SURVEY 2060 ;> rt.l ~
\,!, WEBB COUNTY. TEXAS , !!~ R.D. GUINN , "''';E-<
•• , I II) - ABSTRACT 3331 I ~ tri fg
\i SEE ' - ' I .~
DETAIL LO_-'';--~S-:':::~:::''~'I='"':-::W:-N-:2.::-7=':::2Hr:-::::----?-''' .. -
1&1 VAQUILLAS
• ' - p67',J., RANCH .... -L- .... -
,.:1i 1- - - - V A-5 No, 108
cr``~'1iO. ``CH
~ SURVEY 2060
R.D. GUINN
(SHl)
~ VAQUlLlAS RANCH
z
~,
ABSTRACT 3332 V L-4 No. 95
VAQUILLAS (BHL)
r------i
RANCH
A-5 No. 113 SURVEY 2060
-¢- VAQUILlAS -¢-
RANCH
A-S No. 97
... C.C. MARSHALL
ABSTRACT 3329
S.E. 1/4 OF :
SW 1/4 I
i i
SURVEY 2060 A VAQUILLAS RANCH
V L-4 No. 105
R.D. GUINN
VAQUILLAS A ABSTRACT 3331
RANCH ¥
A-S No. 110
DETAIL.: N.T.5.
-s 89"37'21- W
60.97'
NORTH HALF SURVEY 1838
5 00'23'3/ E./ P.K. CONNOWAY
24.86' ---/ ABSTRACT 2187
GRAPIDC
~
~
--••J-" ``
(If fUT)
I Inch _ lOOOrt.
T
LEGEND R_yllion Dat,:
o
HOWLANIJ ENGINEERING ANO SURVEYING co.
-¢-
= IIORllONTAI. WElL
= =ACE I..OCAnOH
1
:I.
0411131
QS-17-13
T8PEFbI~NO.fJHn TBPUIAm ~""'I~
781~H._A ..... Lot.,m,lX.78DoII P.IIM.7U44I'
--":,:--=: ~.rCEU``E 3 0&-06-13
WtWI.howtandcomp.llnles.com . "'"
.. SURVEY UNE
4 Io-'B-I3
WARNING: BASIS OF 8EARING: G.P.S. Tx. South Z"~, NAD.-:l.7.
FIELD 1lI\T£
'''''' .,' DRAWN BY: LAF./S.UJ.
CHECKED BY; J.S.
JOB No. 22131.3-13
SHEET: 2 OF 2
98
HOWLANID;
ENGINEERING AND SURVEYING CO.
EXHIBIT "A-4"
FIELD NOTES
FOR
CONOCOPHllWWFSCOMPANY
V AQUILLAS RANCH LEASE 199129-001
RETAINED TRACT 4
(VAQUILLAS RANCH CO., LTD. WELLS No. 11,
No. 20, No. 30 & VAQUILLAS STATE G.V. No. 5)
640.00 ACRES
A TRACT OF LAND CONTAlNlNG 640.00 ACRES, more or less, being out of the
Vaquillas Ranch Lease 199129-001,26,622.79 Acres (Called), situated in Survey 468,
N.B. Gossett, Abstract 2255; and Survey 1634, N.B. Gossett, Abstract 2252, Webb
County, Texas, and being more particularly described as follows:
BEGINNlNG at a point which bears N 15°06'54" E, a distance of 1,098.65 fee~ from
the Vaquillas Ranch State G.U. No.5 Well;
THENCE, S 00°31'13" E, a distance of 1,549.69 FEET, to a point for the Southeast
corner hereof;
THENCE, S 89°43'43" W, a distance of 10,925.96 FEET, to a point for the Southwest
comer hereof;
THENCE, N 00°12'49" W, a distance of3,536.51 FEET, to a point for the Northwest
corner hereof;
THENCE, N 89°52'00" E, a distance of5,489.79 FEET, to a point for an exterior
comer hereof;
THENCE, S OO~2'48" E, a distance of 1,945.34 FEET, to a point for an interior comer
hereof;
THENCE, S 89°58'23" E, a distance of 5,422.26 FEET, to the POINT OF
BEGINNING, containing 640.00 acres of land, more or less.
Basis of Bearing: G.P.S., TIC South Zone, NAD·27
SHEET 1 OF2
H:\HOWLANDISURVEYING DEPARTMEN1\Jobs\20 13\22 [11.4-13U2131.4-I3.doc
www.howlandcompanies.com
7515 N. Bartlett Avenue , P.O. Box 451128 {7B045} ~ laredo, TX78041 P. 956.722.4411 I F.956.722.5414
TBPE FIrm Registration No. F-4097 TBPLS Arm Registration No. 100464-00
99
100
SURVEY 1633
G.C. & S.F. R.R. CO.
ABSTRACT 1323
t-- N 89"S2'OO· E ... ~480.7S1·
r-
CONOCOPHILLIPS COMPANY
I... SURVEY 467
A.B. & M.
ABSTRTACT 799
SURVEY 1664
G.T. BLACK
ABSTRACT 2698
VAQUllLAS RANCH lEASE 199129-001
i,.•
26,622.79 ACRES (CALLED)
RETJJN£D &40.00 ACRE UNIT
I
'" S 89"58'23- E ... 5,422.26'
VAQUILlAS RANCH
STATE G.U. No. l-R
-¢- rpo~
(BBG``J
~
~ SURVEY 1634 -¢- : .../
~ ~J ~/:f
.``~ ``
..
N.B. GOSSE'IT VAQUllLAS RANCH
CO. LTD. No. 20
z ABSTRACT 2252 -I
WEBB COUNTY. TEXAS VAQUILLAS i ~13 ~II!
~,. ~ ~
VAQUILlAS RANCH CO.
RANCH CO. LTD. No. 11
LTD. No. 30
-¢- YAOUILLAS RAN
NO.C~
-¢- STATE G.V. W
S 89'43'4j--W----;; 10.925.98'
SURVEY 468 •
IYAO~l:'
VACUIUAS RA"';CH N.8. GOSSETT
co. LTD. No, 73 ABSTRTACT 2255
GRAPHIC SCALE -¢-
k.-_-L:~-r Ii 1j -¢- VAQUlllJIS RANCH
CO. LTD. No. 59
," - -
I RANCH CO.V
( IH rtET ) No. 24
\ 1n,h .. IOOOn.
CONOCOPHILLIPS COMPANY
VAQUILlAS RANCH lEASE 199129-001
RETAINED TRACT 4 _ " SURVEY ut/£
(VAQUILlAS RANCH CO.• LID. WELLS No. 11. No. 20,
No. 30, 8< VAQUILlAS STATE G.U. No.5)
640.00 ACRES
wEBB COUNTY, TEXAS
HOWLAND
ENGINEERING AND SURVEYING CO.
EXHIBIT "A-5"
FIELD NOTES
FOR
CONOCOPIDLLWSCOMPANY
V AQUUJ..AS RANCH LEASE 199129-001
RETAINED TRACT 5
(VAQUllJ..AS RANCH CO., LTD. WELLS No.3, No. 14,
No. 41, No. 45, & No. 69,)
640.00 ACRES
A TRACT OF LAND CONTAJNING 640.00 ACRES, more or less, being out ofthe
V.quillas Ranch Lease 199129-001, 26,622.79 Acres (Called), situated in Survey 865, H.
& G.N. R.R. CO., Abstract 1438, Webb County, Texas, and being more particularly
described as follows:
BEGINNING at a point under an existing fence line which bears N 24°04'13" W, a
distance of2,161.34 feet, from the Vaquillas Ranch Co., LTD. No. 69 Well;
THENCE, N 89'30'43" E, partially along an existing fence line, a distance of 5,303.50
FEET, to a point for the Northeast comer hereof;
THENCE, S 000:28'34" E, a distance of2,802.66 FEET, to a point for a deflection right;
THENCE, S 00°09'23" E, a distance of2,489.65 FEET, to a point for the Southeast
comer hereof;
THENCE, S 89°35'00" W, a distance of5,256.20 FEET, to a point for the Southwest
corner hereof;
THENCE, N 00°14'17" W, a distance of3,677.21 FEET, to a point for an interior
corner hereof;
THENCE, S 89°45'43" W, a distance of 44.35 FEET, to a found I" pipe at fence
corner, for an exterior corner hereof;
THENCE, N 00°37'50" W, along an existing fence line, a distance of 1,608.36 FEET,
to the POINT OF BEGINNING, containing 640.00 acres of land, more or less.
Basis of Bearing: G.P.S., TX. South Zone, NAD-27
SHEETlOF2
H:\HOWLANOOURVEYING DEPAR1MENJ\JabsUO 13U2131.5-13U2131.5-13.doc
www.howlandcompanies.com
7615 N. Bartlett Avenue P.O. Box 451128 (78045) ! Laredo, 1X 78041 P. 956.722.4411 F.956.722.5414
T6PE Firm RegistratIon No. F-4097 TBPL$ Firm Registration No. 100464-0{)
101
CONOCOPHILLIPS COMPANY
VAQUIUAS RANCH LEASE 1N99129-001 - RETAINED "TRACT 5
(VAQUIUAS RANCH CO•• LTD. WELLS No.3. No. 14 No. 41. No. 45. & No. 69)
640.00 ACRES
WEBB COUNlY. TEXAS
SURVEY BBB
SURVEY 2238 FRANCISCO CONTRERAS
P.O. BODE ABSTRACT 2065
ABSTRACT 3016 I
SURVEY 2336
J.E. ANDERSON
ABSTRACT 3183
-¢- '"
{Oi§a:
",.,~
VAQUILLAS RANCH
CO. LTD. No. 45 ~ "' ... '"
~Z
~ ~ot
u'"
N
!30~
u'"
~ ",~"
",,,,
-¢-
VAQUllLAS RANCH
CO. LID. No. 14 -¢- '"
VAQUILlAS RANCH
CO. LTD. No. 41
.t-C_,",--·VAIJUILLAS RANCH on
CO. LTD.
-¢- No. 69 (SHL)
VAOUILlAS RANCH
CO. LTD. CONOCOPHIWPS COMPANY
No. 56 VAQUIUAS RANCH LEASE 199129-001
26,622.79 ACRES (CALLED)
RET'AJNED 840.00 ACRE UNfT
SURVEY 665
H. & C.N. R.R. CO.
ABSTRACT 1436
WEBB COUNTY. TEXAS
Found 1" Pipe
o Fene.. Comar
SURVEY 1683
C.C,S.D. & R.G.N.G. RR. CO.
S 89"45'04Y W ABSTRACT 1115
....".. SURVEY 1700
H.E. BROCK
ABSTRACT 2559
-¢-
GRAPHIC VAQUILLAS RANCH
CO. LID.
~ ~
ki......J-I
500
T No. 23
1 "'IGII~ .1.
AAI) ~e en, lie. ~ NO ~IIUTY TO lOCA.TE Pf'UK CIt coa£ D!CISSINCS.
NO CI.AIW IS HEN££r1 1M!)( R£lW!\lIH(l I;:l.1lR[HT OR ...:TUI,L SUIU'.o.et/lolHERN. ru: OWNERSIfP OR
I.£SSOIt. 1lItS QFV,JIIIIC: WDE DCClllSMl.y Rl!I CONOCOI'HUJPS 1Xl!.IP.lHY.
COP'I'RlCHT HOWl.OHl ENGIIlEEItIiG N«l SI.JIM'IlI«O co.. n;:. 20130
102
HOWU1\N~)
ENGINEERING AND SURVEYING CO.
EXHIBIT"A-6"
FIELD NOTES
FOR
CONOCOPmLLWSCOMFANY
VAQUILLAS RANCH LEASE 199129-001
RETAINED TRACT 6
(VAQUILLAS RANCH CO., LTD. WELLS No. 31, No. 56 &
W.R. CARR, ET AL No.1)
620.58 ACRES
A TRACf OF LAND CONTAINING 620.58 ACRES, more or less, being out of the Vaquillas
Ranch Lease 199129·001, 26,622.79 Acres (Called1 situated in Survey 1635, T.C. R.R. CO.,
Abstract 1797; Survey 865, H. & G.N. R.R. CO., Abstract 1438; and Survey 467, A.B. & M.,
Abstract 799, Webb County, Texas, and being more particularly described as follows:
BEGINNING at a point which bears N 67°46'35" W. a distance of4,196.87 feet. from the
Vaquillas Ranch Co., LTD. No. 31 Well;
THENCE, N 88°55'14" E, a distance of2,040.09 FEET, to a point under an existing fence line,
for a deflection right;
THENCE, N 89051'04" E, a distance of3,989.57 FEET, to a found I" pipe at fence comer, for
a deflection left;
THENCE, N 89°45'43" E, a distance of 44.35 FEET, to a point for the Northeast comer hereof;
THENCE, S 00°14'17" E, a distance of3,677.21 FEET, to a point for an exterior comer hereof;
THENCE, S 89°35'00" W. a distance of 44.35 FEET, to a point for a deflection right;
THENCE, S 89054'09" W, a distance of 1,767.82 FEET, to a point for an interior comer hereof;
THENCE, S 00°17'52" E, a distance of3,432.25 FEET, to a p'oint for a deflection left;
THENCE, S 00°38'54" E, a distance of 54.14 FEET. to a point for the Southeast comer hereof;
THENCE, N 89°49'18" W, a distance of2,249.93 FEET. to a point for the Southwest comer
hereof;
THENCE, N 00°10'41" E, a distance of 54.13 FEET, to a point for a deflection left;
THENCE, N 00°21'54" W, a distance of 1,361.31 FEET, to a found fence corner post, for a
deflection left;
THENCE, N 00°30'20" W, a10ng an existing fence line, a distance of 1,631.92 FEET, to a point
for a deflection right;
THENCE, N 00°28'47" W, continuing along said existing fence line, a distance of 882.77
FEET, to a point for a deflection left;
THENCE, N 00°29'28" W. continuing along said existing fence line, a distance of 1,092.72
FEET, to a point for an interior comer hereof;
SHEET 1 OF3
www.howlandcompanies.com
7615 N. Bartlett Avenue P.O. Box 451128 (78045) j Laredo, 1)( 78041 P. 956.722.4411 F.956.722.5414
TBPE FInn Registration No. F-4C97 • TBPts Firm Reglstratlon No. 100464-00
103
Continuation
THENCE, S 88°55'14" W, a distance of 1,965.93 FEET, to a point for an exterior comer
hereof;
THENCE, N 01°04'46" W, a distance of2,125.56 FEET, to the POINT OF BEGINNING,
containing 620.58 acres ofland, more or less.
Basis of Bearing: G.P.S., TX. South Zone, NAD-27
SHEET 2 OF3
H:\HOWLAND\SURVEYING DEP ARTMEN1\Jobs\20 13U2131.6·13\22131.6-13.doe
www.howlandcompanies.com
7615 N. Bartlett Avellue P.O. Box 451128 (78045) laredo,1)( 78041 P. 956.722.4411 F. 956.722.5414
TBPE FIrm Registratioll No. F-4097 i TBPLS Firm Reglstratioll No. 100464-00
104
EXHIBIT "A-6"
CONOCOPHILLIPS COMPANY
VAQUlllAS RANCH LEASE 199129-001 N RETAIN EO TRACT 6
(VAQUlllAS RANCH CO•• LID. WELLS No. 31. No. 56 &:
W.R. CARR. ET AL No.1)
620.58 ACRES
WEBB COUNlY. TEXAS
VAQUlllAS
RANCH
CO. LTD.
No. 69
(SHL)
K
W.R. CARR.
ET At No. 1
I
K
-¢-
I
S 88'65'104,- W
1.985.93'
CONOCOPHILUPS COMPANY
SURVEY 1632 VAQUfUAS RANCH LEASE 199129-001
FRANK BARRETI 26,622.79 ACRES (CAUED)
ABSTRACT 2140 RET~ED 820M ACRE UNrT
``````------­
S 89"54'09" W
z
S 89'35'00- W
1.767.82' ........
DETAil: 1i r . . . .·
N 89"4&'43" E
..'" ', ~.
SURVEY 1683
C.C.S.D. & R.G.N.G. R.R. co.
N.T.S. ill ABSTRACT 1115
il"'l
g~ ~VAOUILLAS RANCH
Found 1·) S..:- C``. \~.
PlJ>ftc!``" Z I' ...I
1--' --, --, --, --, - - X ---!"
I \~ound Fenca
~
,~ eom.,.. Post
~ o C6````~o.``C~T
~.;ti~.
·1 (SHl)
"
``i
- -- - - -- - ~ -00-'-0';1: ~E-=~t~;-~-::,;;;;;;.-~-;.:::;;:;;;-~-;;
-=~'-S 00'38'54" E VAOUILlAS RANCH
SURVEY 467 54.13" N 89"49'18" W ... 2,249.93" • 154.14' CO. LTD.
LR&M.
ABSTRTACT 799 -¢-
VAOUILLAS RANCH {)-
I
, No. JJ 5T (BHL)
GRAPHIC SCALE CO. LTD. No. 71 VAQUILlAS I
9 ~ C~CT~. -¢-
!.GO 500
: - . - . - - - - ( 1/1 F'([f )[
'or'
I loch _ lOOlln.
.
2000
1
No. 53 I
I
VAQU1LlAS RANCH
CO. LTD.
No.5
LEGEND Rnillon
o = HORIZONTAL WEll M-17 13
-¢- " =ACt 1.OC.I.TIOH 06-06-13
ENGINEERING AND SURVEYING CD. _';':;'._ _ :~1.R(~£ 08-14 13
TlIPE Fhn IIo;IMdoo _ ~1 T8P\..S Fhn ~...,. 1000IM«I
7~"N._AYalII. ~-"TX.7lllMl P.III:I4.72:1.4411 10-18-13
www.howlandcompanies.com - - - - - - - = TIES
.. .. = SURV£Y UItE 11-27-13
WARNING: BAStS or BOOING: G.P.s. Tx. South 2on... NAD.-27.
n.:; PlAt IUIoI' NDl' SIIOJf IU aIOSSJjCS Of' PlPEIJIoIES 00 coatS.. ~tI ~ FlUD DATE
"'0' PAGE ~ DRAWN BY: LAF./S.I.Id.
ANti ~c CO.• ItIC. ASSI..IW£S HO RESI'ONSElUTY Ttl lOCAl'( PP£lJNE 00 c.oa..E al'CSSlNGS..
``~":~l````FD:``OR "' 'I' 'I' CHECKED BY: J.S.
JOB No. 22131.6-13
COI'T!IJ::Hf HQWl.AIo[I DlCI££RINC NIO ~ co~ tlC.20130
SHEET: .l or :5
105
EXHIBIT "A-7"
FIELD NOTES
FOR
CONOCOPmLL~SCOMWANY
VAQUILLAS RANCH LEASE 199129-001
RETAlNED TRACT 7
(VAQUllLAS RANCH CO., LTD. WELLS No.5, No.8,
No. 23, No. 25, No. 33 ST, & No. 64)
639.48 ACRES
A TRACT OF LAND CONTAINING 639.48 ACRES, more or less, being out of the
Vaquillas Ranch Lease 199129-001,26,622.79 Acres (Called), situated in Survey 1683,
C.C.S.D. & R.G.N.G. RR. CO., Abstract 1115, Webb County, Texas, and being more
particularly described as follows:
BEGINNING at a point which bears N 09'35'49" W, a distance ofl,4l7.68 feet, from
the Vaquillas Ranch Co., LTD. No. 64 Well;
THENCE, N 89°54'09" E, a distance of 1,767.82 FEET, to a point fora deflection left;
THENCE, N 89'35'00" E, a distance of3,454.97 FEET, to a point for the Northeast
corner hereof;
THENCE, S 00'02'16" W, a distance of 4,514.84 FEET, to a point for a deflection left;
THENCE, S 00'56'49" E, a distance of 845.79 FEET, to a point for the Southeast
corner hereof;
THENCE, S 89°46'53" W, a distance af 2,479.20 FEET, to a paint for a deflection
right;
THENCE, S 89°59'21 n W, a distance af2,715.08 FEET, to. a paint for the Southwest
corner hereof;
THENCE, N 00°38'54" W, a distance of 1,910.27 FEET, to a point for a deflection
right;
THENCE, N 00'17'52" W, a distance of3,432.25 FEET, to the POINT OF
BEGINNING, containing 639.48 acres af land, more or less.
Basis of Bearing: G.P.S., TIC South Zone, NAD-27
SHEET 10F2
H:\HOWLAND\sURVEYrNG DEP ARTMENl'JohJ\20 13\22131.7·13\221 J 1.7-1 J.doc
www.howlandcompanies.com
7615 N. Bartlett Avenue I P.O. 80)(451128 (78045) ; Laredo, 1X78041 P. 956.722.4411 ! F.956.722.5414
TBPE Rnn Registration No. F-4097 TSPLS Firm Registration No. 100464-00
106
EXHIBIT "A-T'
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH LEASE 199129-001 N RETAINED TRACT 7
(VAQUILLAS RANCH CO., LTD. WEllS No.5, No. S, No. 23,
No. 25, No. 33 ST, & No. 64)
639.46 ACRES
WEBB COUNTY. TEXAS
-¢-VAQUILlAS RANCH
CO. LTD. No. 31
SURVEY 1635
T.C. R.R. CO. SURVEY 665
ABSTRACT 1797 H. & G.N. R.R. CO.
I ABSTRACT 1438
`` 1:
N 88'54'09- E N 1.787.82' N 89'35'00- E ,.. 3.454.91'
````~----````~--~-----­
, 1
N 09'35'49" W--.. I I
1.417.68' " \ I
~ lia
l~
i,,- SURVEY 1683
C.C.S.D. & R.G.N.G. R.R. CO.
~ \l ABSTRACT 1115
ill
Ifi
``~VAQUILLAS RANCH
CO. LTD. No. 64
WEBB COUNTY, TEXAS
,
~
"'. VAQUILLAS RANCH..Q-
eD. LTD. No. 23 !
~
VAQUILtAS RANCH
CO. LTD. No. 3.3 ST
o , 8::.:::g'"
<-UN
(SHL)
CONOCOPHILLIPS COMPANY
VAQUILlAS RANCH LEASE 199129-001 .l;'" ~§1t>
m
_0
g;,;01
26.622.79 ACRES (CAllED)
RETNNED 6Ji.48 ACRE UNIT
.&;
S "'''''''<:
"
-------- VAOUIllA$ RANCH co.~
~
LTD. No. 33 ST (8HL)
VAQUlllAS 5
C~N&~. -¢-
No. 53 t
-¢-
'" VAQUILLAS RANC$l-
co. LTD. No.5 -¢- VAQUILlAS RANCH
CO. LTD. No. 8
~ ...... _ _
VAQUllLAS RANCH
SURVEY 467 co. LTD. No. 25
A.B.&M.
ABSTRTACT 799 z
____~----____--_¢"
}-----``````~--~r_--
S 89"9'21· W ... 2.71S.0S' ! S 89"48'53- W - 2,479.20'
,
SURVEY 1684- • • ~
D. B. GRACY
ABSTRACT 2910 I I, ~oco
",u_
-)-oO:;u
'e-
SURVEY 1684 , f:!00<
1--------- ----- _..-I G.T. BLACK 'p~CI'l
" .~
ABSTRACT 2698 I, ",e-<;;j
GRAPHIC SCALE ,
( IN f'tET)
T I,
I InI:h _ lOOOn.
LEGEND R,vlston
, Dola
HOWlANf3
ENGINEERING AND SURVEYING
TI!PE Fmo I\t9IOII'-'Ho. F-«1i11 TBPL.SArm~tfc.l~
co.
o
-¢-
-
='
- " ; : ; ' , - - ::
HORIZONTAL
~C£u~
ww.
~AC( lOCA.TIOH ,
,
04-06-13
0~17-13
06 06-13
n.nN.IW'tI;A-.. ......,.. 'IX. J'eGll P.II:\6.n:1.4411
www.howllloocompllnles.eom - = TIES
.. SURVEY ~E
• 06-'4 13
WARNING: BASIS Of" BEARING: G.P.S. h. South Centrol Zonll, NAD. 27.
11«5 !'tAT WOY NOr SHOW AU. CROSStiCS Of PIP£l.ffES OR ~ HCNlJ.I10 DIJ!S>F OR
LLSSOR. l1II:5 DRA>nHC; w«: fXCI.USMl.y fUR IUIUNCTON ~ OA<: co. IP.
FlELD DATE eo,
'I'
''''
'I'
. DRAWN BY:
CHECKED BY:
LA-f".
J.S.
JOB No. 22131.7 13
CCIP'tRICllT IIO'WI\H78041 P. 956.722.4411 F.956.722.5414
TBPE Firm RegIstration No. F-4097 I TBPL5 Firm Registration No. 100464-00
108
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH LEASE 199129-001 N RETAINED mACT 8
(VAQUILLAS RANCH CO.• LTD. WELLS No. 29 ST. No. 53.
No. 61. No. 71. AND No. 1-R &: No. 15)
SURVEY 1632
FRANK BARRE'IT I ><
~-"~:-;"11;. =q-, ___ xABS~CTx 214~ __ , __ ,~
SURVEY 1635
T.C. R.R. CO. VAOUILlAS
o
RANCH
ABSTRACT 1797 No. .33 ST
(SHL)
oU
.... N 89"34'30- E .... 3,072.46'" ..
-...
------___ !! 7,., •
S OO'tO'42- W
54.13' I VAQUILL.AS RANCH ..,
'"
'".-
tr:I``
- -...258" 1G!1 AD. LTD. No. 71 4 "'C>-
0 - - --"...,_J.~..:.
" Y V '~
A
``t)
'" .- ,.
U'" --"Er__ I VAOUILLAS RANCH Z >",01
.N
"'"'''''''
-_... J
--"Cf------``~:..----------
CO. LTD. No. 5.3 III
'"=>",'"...
-'" ... ;f. a> .~
~
,. ·u VAOUIt.LAS RANCH'
~ ".;
``g , CO. LTD. No. 29 5T .
(SHL) . u
=>"'''' ... VAQUILlAS RANCH-¢-
VAOUILLAS
RANCH
i5
u
"'U~ '"
~m
CO. LTD. No. 29 S1 STATE G.U.
No. 15
------
-
(BHL)
0 (BHL)
§
CONOCOPHILllPS COMPANY -¢- o -¢- ... ...",UN
"',.'"
0
``
Z VAQUILlAS
~01t;
VAQUIUAS RANCH lEASE 199129-001
26,622.79 ACRES (CAlLED)
RETAINED &40.00 ACRE UNIT
VAQUILLAS RANCH
CO. LTO. No. 61
RANCH
SlATE G,U.
No. 15 -....
b"'!
~:l ':01
(SHL) 0:"''''
;::::Jt::i oo
'" a> ~
.... _--
----- SURVEY 46?
A.B. & M.
~
ABSTRACT 799
WEBB COUNTY. TEXAS .,
10
~, t
N
"'1::'"
"'",N
~cnN "' "'
"'E-<
,.OU
§l~"'O1
. E-<
"''''
a>Z~
``
z
VAQUILLA5 RANCH-¢-
STATE C.U. No. l-R
I
'"
... '"'"
"'''''''
"'UN
- j ...
,.",U
N 89"58'23- W .... S.333.62' ~"g
§loa>
SURVEY 46B
-¢-VAQUILLAS
co.
RANCH
LTD. No. 20
a> ~
N.B. GOSSETT
ABSTRACT 2255
-¢- -¢-
VAQUILLAS RA.'\ICH n. VAOUILlAS RANCH
CO. LTD. No . .30 V VAQUILLAS RANCH STATE .G.U.
CO. LTO. No. 11 No.5
~--A..J--~
GRAPHIC SCALE
(IIH'EIT)
I; 'j
r-----
I look _ l000R.
UNIT IDlE
-,-- rENC[ UN[
------- TIES
---- SUI!V['I"UN[
~ Bt.S1S OF 8E.AR1IiG; C.P.S. Tx. Souttl Zone. NAO.-27.
109
HOWLA``D
ENGINEERING AND SURVEYING CO.
EXHIBIT "A-9"
FIELD NOTES
FOR
CONOCOPIDLLWSCOMPANY
VAQUll..LAS RANCH LEASE 199129-001
RETAINED TRACT 9
(VAQUll..LAS RANCH CO., LTD. WELLS No. 39, No. 40, & No. 46)
635.23 ACRES
A TRACT OF LAND CONTAlNlNG 635.23 ACRES, more or less, being out ofthe
Vaquillas Ranch Lease 199129-001,26,622.79 Acres (Called), situated in Survey 1633,
G.C. & S.F. R.R. CO., Abstract 1323; and Survey 467, A.B. & M., Abstract 799,Webb
County. Texas, and being more particularly described as fcl1ows:
BEGINNING.t a point which bears N 66°46'35" W,. distance of 1,328.20 feet, from
the V.quill.s Ranch Co., LTD. No. 40 Well;
THENCE, N 89°30'45" E, a distance of2,492.56 FEET, to a found fence corner post,
for a deflection right;
THENCE, N 89°32'27" E, along an existing fence line, a distance ofl,572.15 FEET, to
a point for a deflection left;
THENCE, N 89°29'25" E, continuing along said existing fence line, a distance of
2,016.77 FEET, to a point for the Northeast comer hereof;
THENCE, S 00°33'08" W, a distance of 1,348.09 FEET, to a point to an exterior corner
hereof;
THENCE, S 89°34'30" W, a distance 0£80.70 FEET, to a point to an interior comer
hereof;
THENCE, S 00°19'36" W, a distance of3,274.41 FEET, to a point for the Southeast
corner hereof;
THENCE, S 89°52'00" W, a distance of 5,977.93 FEET, to a point for the Southwest
corner hereof;
THENCE, N 00°06'46" E,' distance of4,585.15 FEET, to the POINT OF
BEGINNING, containing 635.23 acres of land, more or less.
Basis of Bearing: G.P .S., TX. South Zone, NAD-27
SHEET 1 OF2
H:\HOWLAND\SURVEYmG DEPAR~0b3\2013U2131.9-13U2131.9-13.doc
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7615 N. Bartlett Avenue i P.O. Bo)( 451128 (78045) i Laredo, lX 78041 P_ 956.722.4411 F.956.722.5414
TBPE Firm Registration No. F-4097 TBPLS Firm Registration No. 100464-00
110
EXHIBIT "A-9"
CONOCOPHILLIPS COMPANY
VAQUILU\S RANCH LEASE 199129-001 N RETAINED TRACT 9
(VAQUILU\S RANCH CO., LTD. WElLS No. 39, No. 4{), & No. 46)
635.23 ACRES
WEBS COUNlY. TEXI\S
.,
I j
r----,, SURVEY 1631
G,C. & S.F. R.R. CO.
A
ABSTRACT 1317
SURVEY 1632
, FRANK BARRE'IT
ABSTRACT 2140
I
SURVEY 1633
G.C. & S.F. R.R. CO.
ABSTRACT 1323
WEBB COUNTY. TEXAS
",.,,,,
"'" 10 '"
1-----
``gJ
~ ... ~, -¢-VAQUJLlAS S 89".34'30- W
~O~
RANCH
CO. LTO. No. 39 80.70'
","''''
::>i!i!;; ~I
enu",
:!;< ~, CONOCQPHILLIPS COMPANY
1!l, VAQUILlAS RANCH LEASE 199129-001
~I,
26.622.79 ACRES (CALLED)
RETAINED 635.23 ACRE UNrr
,
I,, -¢-VAQUlllAS RANCH
CO. LTD. No. 46
I- - ----1
, ~ '"
'"
.r--
"'
~"'~
...
0 S 89"52'00" W ... 5,9n 33' > ....
U"
,.
'"``~ • !3``
I JOB No. 22131.9 13
CCIPIlI!tIn" MOII'..Io/78041 P. 956.722.4411 F.956.722.5414
TaPE Finn Registration No. F-4097 f TBPLS Firm Registration No. 100464-00
112
113
-¢- SURVEY 1684
G.T. BLACK
VAQUIUAS RANCH
CO. LTD. No. 20 ABSTRACT 2898
SURVEY 1634 VAQUlllAS
VAQUILLAS RANCH CO.
N.B. GOSSETT RANCH CO. LTD. No. 11
ABSTRACT 2252 LTD. No. 30
-¢- -¢- VAQUIUAS RANCH-¢-
STATE G.U. No. 5
N 8V43'4J"
CQNQCOPHllLiPS COMPANY VAQUILLAS RANCH
VAQUllLAS RANCH LEASE 199129-001 CO. LTD. No. 73
26,622.79 ACRES (CALLED) -¢-
RETAINED &40,00 JaIE. UNrT
z -¢- VAOUlllAS RANCH
.. -¢-
I-.l s 89"043'''2- W ,.. 3.039.93' •
,------------1I VAQUILLAS RANCH
CO. LTD. No. 43-¢-
CO. LTD. No. 59
CI!
8
VAQUILLAS
RANCH CO.
ri LTD. No. 24
SURVEY 468 , .,;
NORTH 1/2 -¢-VAQUlLlAS RANCH
N.B. GOSSETT -rt-___ 1Q.6!'__ --I1o.I u,..
. SURVEY 1666
A.C. GOETH
ABSTRACT 3142
CO. LTD. No. 74 ABSTRTACT 2255
WEBB COUNTY. TEXAS
CO. LTD .
,..,_
•
;;;
;cd~
to .......
- PO
>-. t;
SURVEY 1665
C.C.S.D. & R.G.N.G. RR CO.
ABSTRACT 1124
I VAQUILLAS RANCH
A-2 No.6-¢-
-¢-VAQUllLAS RANCH
CO. LTD. No. 27
!'lf;1"'' '
., '" '" [::
" "'til
til .';';]
U
.;
WEST N 7.909...• A -¢--
co. lTD. No. 32 -y- VAQUILLAS
L ____ .________________ :O~ :'N:._2~l~D~ ~1 __
I VAQUILLAS RANCH I RANCH CO
GRAPHIC SCALE
50.!. _.9 ~ lope! 2c:x'
(tlrm)
I _ l000fl
Inc~
EXHIBIT "A-ion
CONOCOPHILLIPS COMPANY
VAQUIUAS RANCH LEASE 199129-001 UNIT UH[
- - , - - .. rENCE UN£
RETAINED TRACT 10 - - - - - - - = m;s
(VAQUIUAS RANCH CO.. LTD. WEllS No. 27. No. 43. No. 44. u"'
No. 59. No. 73. No. 74 '" VAQUIUAS RANCH A-2 No.6)
640.00 ACRES
WEBB COUNT'(, TEXAS
~ ~$,l~
HO'lQfllj
•• A``'i!.[lr::lhb7
ENGINEERING AND SURVEYING CO.
EXHIBIT "A-11"
FIELD NOTES
FOR
CONOCOPIDLLWSCOMPANY
V AQUILLAS RANCH LEASE 199129-001
RETAINED TRACT 11
(VAQUILLAS RANCH CO., LTD. WELLS No.7, No. 12, No. 18, No. 22,
No. 24, No. 35, No. 51, No. 65, No. 67, & No. 68)
640.00 ACRES
A TRACT OF LAND CONTAlNlNG 640.00 ACRES, mOre or less, being out of the
Vaquillas Ranch Lease 199129-001,26,622.79 Acres (Called), situated in Survey 1691,
G.C. & S.F. R.R. CO., Abstract 1267; Survey 1696, G.C. & S.F. R.R. Co., Abstract 2418;
North Y, of Survey 1666, A.C. Goeth, Abstract 3142; and South Y, of Survey 1666, N.B.
Gossett, Abstract 2253, Webb County. Texas, and being more particularly described as
follows:
BEGINNING at a point which bears N 67°14'28" W, a distance of 873.05 feet, from the
Vaquillas Ranch Co. LID. No. 24 Well;
THENCE, N 89°24'40" E, a distance of5,260.70 FEET, to a point for an exterior
comer hereof;
THENCE, S OO~2'59" E, a distance of 1,911.15 FEET, to a point for an interior corner
hereof;
THENCE, EAST, a distance of 1,816.67 FEET, to a point for an exterior corner hereof;
THENCE, SOUTH, a distance of 3,271.85 FEET, to a point under an existing fence
line, for the Southeast corner hereof;
THENCE, WEST, along an existing fence line, a distance of 4,066.67 FEET, to a point
for an interior comer hereof;
THENCE, SOUTH, a distance of 50.64 FEET, to a point for an exterior corner hereof;
THENCE, S 89°32'20" W. a distance of249.85 FEET, to a point for an exterior comer
hereof;
THENCE, NORTH, a distance of 1,930.06 FEET, to a point for an interior comer
hereof;
THENCE, WEST, a distance of 2,743.83 FEET, to a point for an exterior comer hereof;
THENCE, N 00°31'13" W, a distance of3,251.63 FEET, to the POlNT OF
BEGINNING, containing 640.00 acres of land, more or less.
Basis of Bearing: G.P.S., TX. South Zone, NAD-27
SHEET 1 OF2
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7615 N. BartfettAvenue , P.O. Box 451128 (78045) : laredo, lX7S041 P. 956.722.4411 F.956.722.5414
TBPE Arm Registration No. F-4097 ; TBPl5 Firm Registration No. 1004&4-00
114
EXHIBIT "A-11"
CONOCOPHILLiPS COMPANY
VAQUIli.AS RANCH LEASE 199129-001 N RETAINED TRACT 11
(VACUIli.AS RANCH CO .• LID. WELLS No.7. No. 12. No. 18. No. 22.
No. 24. No. 35. No. 51. No. 65. No. 67. & No. 68)
640.00 ACRES
WEBa COUNTY. TEXAS
M
.J
-¢- •. i. )
SURVEY 1684 VAQUIUAS
G.T. BLACK RANCH ,
A-1 No . .3 j.
ABSTRACT 269B
.~'I'
.:..:.::.:.JH
N 6714'28' W
m:os---- - - - .... _ .... _ .... - - - - - - - VAQUIUAS
N 89"24'W E ,.. S.260.70· RANCH
........... !5! VAQUILLAS A-l No. 214
{BHL}
"
-~'--'::V- "
VAOUILLAS VAQUlllAS
RANCH
A-1 No.7 ¢-
RANCH CO. -¢- RANCH CO. -¢- VAQUJUAS
LTO. No. 24 LlO. No. 7 RANCH
VAOUlLlAS A-l No. 214
SURVEY 468 -¢- RANCH CO. (SHl)
LTD. No. 67
A.B. & M. SURVEY 1696
ABSTRACT 2255 G.C. & S.F. R.R. CO.
ABSTRACT 2418
CONOCOPHILLIPS COMPANY
VAQU1LLAS RANCH LEASE 199129-001
26.622.79 ACRES (CALLED) VAQUILLAS EAST .... 1.818.67"
RETAHD 540.00 ACRE UNIT -¢- RANCH CO.
LTD. No. 12
SURVEY 1691
z VAQUllLAS G.C. & S.F. R.R. CO.
-¢- RANCH CO.
VAQUILLAS
ABSTRACT 1287
LTO. No. 51 WEBB COUNTY. TEXAS
-¢- RANCH CO.
LTD. No. 18
VAQUILLAS
RANCH CO.
LTO. No. 65
.O(SHL)
WEST - 2.743.83" VAQUILLAS -¢- . VAOUILLAS
NORTH 1/2 SURVEY 1666
A.C. GOETH
~_.'::! RANCH CO.
LTO. No, 65
-¢- RANCH CO.
LTD. No. 35
(BHL)
----- ------- --- --,
ABSTRACT 3142
VAQUlllAS ~ VAQUILLAS
RANCH CO.V
_r't
RANCH CO. ~
SOUTH 1/2 LTD. No. 68 . VAQUILLAS LTD. No. 22
SURVEY 1666 (BHL) RANCH CO.
LTO. No. 68
N.B. GOSSETT (SHL)
ABSTRACT 2253
-- - --- --- - -- - - !,.,.4;===---==:::``~.----~I.--.<
WEST ,.. 4,066.67 .....,
SOUTH ,.. &>.64'
S 89"32'20· W
249.85'
SURVEY 1678
C.C.S.D. & RG.N.G. RR CO.
ABSTRACT 2495
GRAPHIC SCALE
.---.---
LEGEND Rublon o"t.
o '"
HOWLANDENGINEERING AND SURVEYING CO.
TBP£flrmRooknltlnND..Fo4W1 TBI'L!I``oGc:78041 P. 956.722.4411 F.956.722.5414
TBPE FIrm Registration No. F-4097 TBPtS Finn Registration No. l00464-{)(J
116
·... __ ._..._ - - - - - - - - - - - - - -
117
A VAQUILl'S VAQUILlAS
¥ RANCH CO.
LTD. No. 74
1:/ LTO.
RANCH CO.
No. 44
SURVEY 1691
G.C. & S.F. R.R. co.
VAQUILlAS
-¢- RANCH CO.
LTD. No. 27
ABSTRACT 1267 VAQUILlAS
RANCH CO.
LlD. No. 12
1:/ II.;~
i<.... :VAQUILl,A::>
Q:'
FASl' - 7.009•••• ~
IIJ
VAQUILLAS
1:/ Llo.
RANCH CO.
VAQUILJ...6S~_ - ~. No. 51 VAQUILlAS
RANCH CO.
SURVEY 466
RANCH CO.,.,... :-8: -¢- RANCH CO.
L _________ _
LTD. No. 32 LTD. No.2
N.B. GOSSETT ~:t LTD. No. 18 VAQU1LlAS
!!~ RANCH CO.
ABSTRACT 2255 LTD. No.6':
EAST ... 2.74J.83'
'" (SHL)
VAQUILLAS 1:/ . 0
-_ .... _ _----- ---- -- --- --- -- -- -----
NORTH 1/2 SURVEY 1666
A.C. GaETH. ABSTRACT 3142
.... VAQUILLAS
1:/A-2RANCH
No.4 SOUTH 1/2 SURVEY 1666
-
RANCH CO.
LTD. No. 65
(BHL)
VAQUILLAS
RANCH CO.
LTD. No. Sa.n.",.
(8HL) "'I'U
N.B. GOSSETT VAQUILLAS
CONOCOPH1U1PS COMPANY RANCH
VAQUJLlAS RANCH lEASE 199129-001 ABSTRACT 2253 LTD. No.
26,622.79 ACRES (CAlLED) WEBB COUNTY. TEXAS (SHL)
RETNNED 640.00 ACRE UNT
w ... to.681~·
SURVEY 1676
SURVEY 1667 I C.C.S.D. & R.G.N.G.
C.C.S.D. & R.G.N.G. R.R. CO. SURVEY 1677 R.R. CO.
GRAPHIC SCALE ABSTRACT 1125 e.C.S.D. & R.G.N.G. R.R. co. ABSTRACT 2495
~ 1;;U
1-;;-.- Ii 2000I ABSTRACT 1130
{IN tUT 1
I noh _ nXl9n
EXHIBIT "A-12"
`` = = = : = ~I~'~· ~'·,~"~'~ iD!.'~'·~ l
,L'ftEI..L 04 11-1J
¥ _ ....
~OCATlON 05-17-13
. " "'
w~
CONOCOPHILLIPS COMPANY
VAQUIUAS RANCH LEASE 199129-001 N RETAINED TRACT 12 .. rENeE UNE "-,,-,,
- - - - - - - .. 11£S
_ ... _ .. SUII\II:YUHE
(VAQUIUAS RANCH A-2 WELLS No.4, No. 38. No. 68 &
VAQUIUAS RANCH co.
LlD. No.2. No. 32)
640.00 ACRES
WEBB COUNlY. TEXAS
EXHIBIT "A-13"
FIELD NOTES
FOR
CONOCOPHUJJPSCOMPANY
VAQUILLAS RANCH LEASE 199129-001
RETAINED TRACT 13
(VAQUlLLAS RANCH A-I WELLS No.3, No.7, No. 33, No. 144,
No. 156, No. 163, No. 214)
636.53 ACRES
A TRACT OF LAND CONTAlNlNG 636.53 ACRES, more or less, being out of the
Vaquillas Ranch Lease 199129·001,26,622.79 Acres (Called), situated in Survey 1696,
P.B. Reynolds, Abstract 2418; and Survey 1695, G.C. & S.F. R.R. CO., Abstract 1268,
Webb County. Texas, and being more particularly described as follows:
BEGINNING at a point which bears N 53°13'51" W, a distance of 1,137.24 feet, from
the Vaquillas Ranch A-I No.3 Well;
THENCE, N 89°19'22" E, a distance of 6,735.31 FEET, to a point for the Northeast
comer hereof;
THENCE, S 00°58'29" E, a distance of 4,150.50 FEET. to a point for the Southeast
corner hereof;
THENCE, S 89°19'59" W, a distance of 11.7S FEET, to a point for a deflection right;
THENCE, N 89°52'06" W, a distance of 4,950.94 FEET, to a point for a deflection left;
THENCE, WEST, a distance of 1,816.67 FEET, to a point for the Southwest comer
hereof;
THENCE, N 00°22'59" W, a distance ofl,911.15 FEET, to a point for a deflection
right;
THENCE, N 00"21'20" W, a distance of 2,147.98 FEET, to the POINT OF
BEGINNING and containing 636.53 acres of land, more or less.
Basis of Bearing: G.P.S., TX. South Zone, NAD-27
SHEET 1 OF2
K\HOWLAND\sURVEYING DE>ARTMEN1\IobsUOl1U211I.14-13U2131.14-13.doc
www.howlandcompanies.com
7615 N. S78041 P. 956.722.4411 F.956.722.5414
TBPE Firm Registration No. F-4097 j TBPLS Firm Registration No. 100464-{10
118
CONOCOPHILLIPS COMPANY
VAQUILlAS RANCH LEASE 199129-001 ~ RETAINED lRACT 13
(VAQUILlAS RANCH A-1 WELLS No.3. No.7. No. 33. No. 144.
No. 156. No. 163. No. 214)
636.53 ACRES
SURVEY 1697
T.M. RR CO.
ABSTRACT 1813
-,--,--,-
VAQUILLAS -¢-
RANCH
A-t No. 3::5
3 VAQUILlAS
-¢-A_t~o~H153
CONOCOPHILLIPS COMPANY
VAQUIL!AS RANCH LEASE 199129-001
26,622.79 ACRES (CALLED)
RETAINED ~ ACRE UMJ'
VAQUlUAS
RANCH
...
VAQUILlAS
VAOUILLAS
RANCH
A-I No. 214
(BHL)
-¢-A-IRANCH
No. 144
A-I No.7 ¢- VAQUILlAS
-¢- VAQUILLAS
RANCH
A-I No. 156
RANCH
A-I No. 214
SURVEY 1696
P.B. REYNOLDS
(SHL) ¢- '" al
(SHL) ABSTRACT 2418 VAQUILLAS
""
""
``
WEBB COUNTY. TEXAS RANCH
A-1 No. 156
(SHL)
WEST ... ',816.87' N 69"52'06" W .... 4,9~.94'
DETAIL
DETAIL: N.T.S.
SURVEY 1691
5 89"19'59" W
G.C. & S.F. R.R. CO.
SURVEY 1692 11.75'~
ABSTRACT 1267
P.B. REYNOLDS
ABSTRACT 2419
VAQUlllAS
-¢- RANCH CO.
LTD. No. 35 RANCH
VAQUJLlAS A-l No. 73
VAQUILLAS RANCH
A-L No. 106
RANCH CO.-¢-
LTD. No. 22 (8HL)
VAQUILlAS
GRAPHIC SCALE -¢- RANCH -¢-
~';~I)(I 1000
~!ioIii-~-Iii-~",=~==;;;;,\,~lIIIIIjiiiiiiiiiiiii,\'````"II'
2000 A
¥
VAQUILlAS
RANCH
A-I No. 72
A-l No. 24
o VAQUlllAS A-l No.
RANCH
A-L No. 'O~
(BHL)
~
(IH F'ED) (SHL) V
1 ItI78041 P. 956.722.4411 F.956.722.5414
TBPE Firm Registration No. F-4097 , TBPL5 Firm Registration No. 100464-00
120
EXHIBIT "A-14"
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH LEASE 199129-001 - RETAINED TRACT 14
(VAQUILLAS RANCH A-1 WELLS No. 1B. No. 35.
No. B5. No. 155. No. 185. &: No. 240)
640.00 ACRES
WEBB COUNTY, TEXAS
! :•
I•
•
I• 0
• "
'"<-"'''
.'"
SURVEY 1698
T.M. R.R. CO.
I• Np:; .....
>- .t;
ABSTRACT 2592
• [;!"'g
",'"
"'''''''
'" .~
_ • N 89"21'zr E ,.. 8.725..49' "
oj
t,,
~:
~,
,
,,,
I..,
,
CONOCOPHllLIPS COMPANY
• ',\: VAQUILLAS
Ii! L... ____',,~L ___ -¢- RANCH
YAQUIU..AS RANCH lEASE 199129-0Q1
26,622.79 ACRES (CAUEO)
S I A-l No. 35 RET.NNED &40.00 Jal£ lRoIlT
:;;
, ----
~
VAQUILLAS
-¢-A-IRANCH
Iz
VAQU1LlAS
No. 185
SURVEY 1695
G.B. & C.N.G. R.R. CO.
ABSTRACT 1286
-¢- A-IRANCH
No. 18
WEBB COUNTY. TEXAS
VAQUILLAS VAOUILlAS
-¢-A-IRANCH -¢- A-IRANCH
No. 85
No. 155
VAQUILLAS
S 89"20'4-4- W I'" 8.707.86'
RANCH VAQU1LLAS
A-I No. 215~-O RANCH •I VAQUIUAS
VAQUILLAS ,..l.,:
RANCH V
(8HL) ¥ A-I No. 215
tr A-I No. 191
(SHl)
r RANCH
A-I No. 193 VAQUILlAS
VAOUILLAS RANCH
-¢- RANCH A-I No. 24'-r\.,.
A-I No. 11
(BHL) '"0
VAQUlllAS
o liAS n. RANCH
SURVEY 1692 VARA~CH V A-I No. 241
P.B. REYNOLDS A-I No. 184 (SHl) -¢-
VAOUILlAS ~ ABSTRACT 2419 SURVEY 2112 VAQUILLAS I
RANCH ¥ P.B. REYNOLDS RANCH'
A-1 No. 73
ABSTRACT 2420 A-I No. 1301
GRAPHIC SCALE VAOUtLlAS
-¢- RANCH VAQUllLAS
k-_J_`` 'j VAQUILlAS
-¢- A-IRANCH A-l No. 186 RANCH
No. 15 A-l No. 2~
I It< FEET )
, Inch _ .ooon. I (BHL) ~
LEG£HD Revision 0. ••
HOWlANlW
ENGINEERING AND SURVEYING CO.
lW'E""'~"F-40!J7 TDPl.!I""RIQ1ontoA .... l~
0
-¢-
,
- HORIZOHTAL WELl.
SURF...a: UlCATlOH
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UNIT UNC
,
,
1 04-12 13
05-17 13
06 06-13
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YNNI.howIandcompanlot>.com
P.II5S.72Z.4411
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WARNING: B.ISIS OF OCARlNG; G.P.S. Ix. South Zone, HAD. 27.
TlfS pv,:r IoI~78041 P. 956.722.4411 F.956.722.5414
TBPE Flrm Registration No. F-4097 : TBPLS Finn RegIstration No. 100464-00
122
EXHIBIT "A-15"
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH LEASE 199129-001
RETAINED lRACT 15
(VAQUILLAS RANCH A-I WEllS No. 180 & No. 217)
541.82 ACRES
WEBB TEXAS
SURVEY 41
---~
SURVEY 280 C.C.S.D. 8<
J. LEONARD ~ R.G,N.G. R.R. CO.
ABSTRACT 2634 \ ABSTRACT 1039
SURVEY 1698 •
IABT,'SM'T'I"R'C·R'T· i~92~
•
__ N:;. :"':.;:;":. '~: 2;•. .:E;"N-="::":.:::.3;.;1_'- - ? - - - - - - -- - - -- - - -1
SURVEY 279
G.C. 8< S.F. R.R. CO.
ABSTRACT 1353
I
WEBB COUNTY. TEXAS
'"
z '------
SURVEY 40
C.R. DAVIS
ABSTRACT 2203
CONOCOPHILL1PS COMPANY
VAOUILLAS RANCH LEASE 199129-001
26,622.79 ACRES (CALLED)
RETAlh£D 541.82 N.!R£ t.tm'
VAQUILlAS RANCH
A-I No. 180*:: ________ !``:... _________ I&J
1 " ~
,. VAQUILlAS RANCH .
0 r
1
',....
' ..... to
io
....
~ :S~.
-¢- •
A-\ No. 217
(SHL) ~I
1 <::. ..
~;-41...J: .,~
VAQUILLAS RANCH! "!J "'~s.l~('
A 1 No 104 ., -" ._
-. z - - - - - - - - - - .. - .... - - - : - - - - - - - .. .... , ... - ..
VAQUILLAS RANCH i ' . ., . .
-¢- A-I No. 217 jl ...... ~
VAQUILLAS
~OC~
~----------~(8~H~0~--````~--``~------------------·1r--,
S 89"24'49- W ... fi,281.57'
A-I No
-y VAQUILlAS RANCH
• "'.OA-l No. 242
VAQUlllAS RANCHV' (SHl)
A-I No. 242
(BHL)
VAQUIUAS RANCHA SURVEY 1004
A-I No. 157 Y P.B. REYNOLDS
ABSTRACT 2421
GRAPHIC SCALE VAQUILlAS RANCH
bo-...........
!!CO 0 ~!!CO If'
I -0-
o
A-l No. 218
(BHL)
VAQUIUAS RANCH
RANCH
216
~,``l``
=--':;--= := nES
.. SURVtY UH£
WARNING: BASIS OF BEARING: G.PS. Tx. South Zon.., NAD.-27.
ntS PlM l1li'1' HOT $HOW M.l. CIICISSHlS OF PP£I.JI€S OR c.oa.ES. IIOII'I.NIO ~
~ NO ~ ro t.OCAJE PIPEl.I£ 011 c.oBL.£ CItClSSIHGS.
NIl SIJIII'>a1HII CO. I>C.
~"~:1Ia````n:z:0I0NDISHII'0It
CCPmGfI' _ 0 OIQNE£RIIC NO $l.JRY£\'\NC co.. l'fC. 201.]0
123
ENGINEERING AND SURVEYING CO.
EXHIBIT "A-16"
FIELD NOTES
FOR
CONOCOPBIL~SCOMPANY
V AQUILLAS RANCH LEASE 199129-001
RETAINED TRACT 16
(VAQun.LAS RANCH A-I WELLS No. 29, No. 44, No. 157,
No. 212, No. 216, No. 218, & No. 242)
558.74 ACRES
A TRACT OF LAND CONTAlNING 558.74 ACRES, more or less, being out of the
V.quillas Ranch Lease 199129-001,26,622.79 Acres (Called), situated in Survey 1004,
P.B. Reynolds, Abstract 2421, Webb County, Texas, and being more particularly
described as follows:
BEGINNlNG at a point which bears N 74°36'06" E, a distance of 2,077.33 feet, from
the V.quillas Ranch A·I No. 242 Well;
THENCE, S 00°31 '16" E, a distance of 4,612.08 FEET, to a point for the Southeast
comer hereof;
THENCE, S 89°23'44" W, a distance of 5,270.83 FEET, to a point for the Southwest
corner hereof;
THENCE, N 00°39'16" W, a distance of 4,613.75 FEET, to a point for the Northwest
comer hereof;
THENCE, N 89"24'49" E, a distance of 5,281.57 FEET, to the POINT OF
BEGINNING, containing 558.74 acres of land, more or less.
Basis of Bearing: G.P.S., TX. South Zone, NAD·27
j
,I
SHEET 1 OF2
H:\HOWLAND\sURVEYlNG DEPARTMEN1\lohs\20 13UlI31.17-13U2131.17-13.doc
www.howlandcompanies.com
7615 N. Bartlett Avenue : P.O. Box 451128 (78045) , laredo, TX 78041 P. 955.722.4411 F.955.722.5414
TBPE Firm Registration No. F-4097 , TBPL5 Firm Registration No. 100464-00
124
EXHIBIT "A-16"
CONOCO PHILLIPS COMPANY
VAQUILlAS RANCH LEASE 199129-001 N RErAINED TRACT 16
(VAQUIUAS RANCH A-1 WELLS No. 29. No. 44. No. 157.
No. 212. No. 216. No. 218. & No. 242)
558.74 ACRES
WEBB COUNTY. TEXAS
I, VAQUIUAS!
A RANCH
"
ci
.<~u
OJZ"
> .0:
0:"'"
I
",_to A-1 No. 217
to~':!i!
: (BHL) -¢- N 89"2...·-49· E ... 5.281.5'" :
78041 P. 956.722.4411 F.956.722.5414
TBPE Firm Registration No. F-4097 I TBPLS Firm Registration No. 100464-00
126
EXHIBIT "A-17"
CONOCOPHILLIPS COMPANY
VAQUIUAS RANCH LEASE 199129-001 N RETAINED TRACT 17
(VAOUIUAS RANCH A-l WEllS No. 15. No. 71. No. 130. No. 145. No. 184. No. 186. No. 187.
No. 191. No. 192. No. 193. No. 194. No. 239. No. 241. & VAQUIUAS RANCH A No. 89)
635.73 ACRES
WEBB COUNTY. TEXAS
VAQUILlAS
RANCH) ..,...:
.rJ
VAOUlliAS
-¢- A-I No. 240 I
.~
RANCH VAOUJUAS
A-I No. 18 RANCH
A-I No. 155 VAOUJUAS
-¢- -¢-
J
SURVEY 1695 RANCH
G.B. & C.N.G. R.R. CO. A-I No. 85
ABSTRACT 1268
-d~________~N````·:":·-!E~-~3````.1~8~· __________~
f- - - - - • - - - - - - - - - - -- ",... t
VAOUILLAS " 1
V
"0. A-IRANCH
No. 215
VAQUJUAS
RANCH
tr '<.iro;'~... 1·I
VAQUILlAS
RANCH or
A-I No. 191
r'-I:
VAQUILlAS (SHL) A-I No. 193 \. ~ I~ VAQUILLAS ~CIlc;j
o~ ...
A-l;``215 VA`` ~ij "("``,~Q•.• !,~
RANCH 1::
A-I No. 241 00'"
~
A ~Z ...
(BHL) A
'¥' A-I No. 11
I
"'tJ VAQUILlAS ``'-'
,,,OJ
'" ....
I') '.\.
RANCH 1
SURVEY 1692 1 1----,"',.----4;l- A-1 No. 241 w "m"'
P.B. REYNOLDS ~ , VAQUILLAS (SHL)
-¢- :. "''';~
I..... RANCH
rv VAQU1LLAS
RANCH
1\-1 No. 7J
AB,STRACT 2419
VAOUILLAS
A-I No. 184 VAQUJLlAS
RANCH
j VAOtJlLLAS
/1-1 No. 130
RANCH RANCH
A-1 No. 212
A-I No. 237
VAQUILlAS (8Hl)
z
VAQUIUAS
A
¥
VAQUILlAS
RANCH '" (SHL)
VAOUILLAS
RANCH
A-I No. 237
ail- -¢- RANCH
A-I No. 15
A-I No. 186
0
A_t~o~H198 (SHL)
o (SHL) N 89"2S'2r E
``<~__~1~.~==.``~· ______~ V=6~ r---' V=6~
J...-.., ,~-=.
A-I No. 187 A-I No. 212
VAQUllLAS ---"-- (8HL)
RANCH V
-¢- VAOUlu.AS
RANCH
A-I No. 91
-¢- CONOCOPHILlIPS COMPANY
A-I No. 239
(SHL) %
VAOUILlAS RANCH LEASE 199129-001 .
VAOUILlAS
VAQUIllAS
RANCH
26,622.79 ACRES (CAllED) VA```` ill
-. .
RETAINED W.73 ACRE UN:T A-I No. 239
RANCH A-I No. 192
(BHL) ~
b A-I No. 195
(SHL) VAQUILLAS
RANCH 1
II No. 89
w
SURVEY 2112
SURVEY 1693 ~ VAQUILLAS P.B. REYNOLDS
• A RANCH
G.B. & C.N.G. ~ VA_I No. 194 ABSTRACT 2420
R.R. CO. 0 WEBB COUNTY. TEXAS
ABSTRACT 1269:z
'"
VAOUllLAS
VAQUILLA5 -¢- RANCH
RANCH A-I No. 71
A-I No. 90 VAQUILLAS
-¢- -¢- II
RANCH
1 No. 145
b- 589"22'44- W .... 5.109.93'
~.
VAOUILlAS
RANCH SURVEY 2367
A-I No. 208 F.R. FEILLE
AB~:T.~ _ _ _ ._
.. '11 .. "Ii I w_ _ • _ _ , _ _ ,
='lI
GRAPHIC SCALE SURVEY 278
FRED SPEED
````?~_````':'````'=~'``~T ABSTRACT 2462
CIIII"EET)
1 In<~ ~ '(lOOn.
,
~
LEGEND Rmslcn [).ata
HOWLA``~)
co. -¢-
0 = HORllONT.ll. WELL
SURfACE LOCATION
• ww. 2
1 04-12-1J
12-05-13
ENGINEERING AND SURVEYING
T1IPE A-m RogIoInII:>n No.. l'«1li7 ll5PUI Fm ~ N>. ,004054-00 , uxrrUlI[
miCE UHE
..-
1lI15H._A.....,. 1..8Mo.lX.1lI(l41 P.Iil::5G.722.M11 .
www.howlandcomponles.com '"SURV£'( UNE
WARNING: BASIS OF BEARING: G.P.5. T~. South Centrel Zane. NAD. 27.
THS PlAT !.lAy hOT SHOW .ou. CII!lSSI'ICS Of" PI'£lJt£S OR CA!l..£S. I1OM.AIICI ElfCIt£ElIN;
NG SlMIYEY»IG 00.. I/IC. .tSSlJYES NO AESPOflSIIIU1Y 'lU 1.OCO.TE PIPEI..N: 011; CA8l( a!OSSIHCS.
``:HG``IVEL``=:::J:-=-OOn:-IJ'~ O~
fiELD DATE BOOK
" . DRAWN BY:
CHECKED BY:
JOB Nc.
LA.f.
22IJ1.I8 1J
J.S.
COPI'RICHT HCN\H(I) 0lCH:ERIIC ~ SUIMYN: co.. .t«:. 20130
SHEET: 2 OF 2
127
HO. •'•A•'I.i£1A[~..,.``tfuly
/.:j~J'{;h\ lfl\~rr.··I~'
ENGINEERING AND SURVEYING CO.
EXHIBIT "A-18"
FlELDNOTES
FOR
CONOCOPmLLWSCOMPANY
V AQUILLAS RANCH LEASE 199129-001
RETAINED TRACT 18
(VAQUILLAS RANCH A-I WELLS No. 11, No. 24, No. 72, No. 73,
No. 106, No. 198, No. 215, & No. 237)
615.92 ACRES
A TRACT OF LAND CONTAlNlNG 615.92 ACRES, more or less, being out of the
Vaquillas Ranch Lease 199129-001,26,622.79 Acres (Called), situated in Survey 1692,
P.B. Reynolds, Abstract 2419, Webb County, Texas, and being more particularly
described as follows:
BEGINNING at a point which bears N 77'14'2T' E, a distance of2,088.50 feet, from
the Vaquillas Ranch A-I No. 215 Well;
THENCE, S 00°13'32" E, a distance of3,228.56 FEET, to a point for the Southeast
comer hereof;
THENCE, S 890:26'27" W. a distance of7,026.24 FEET, to a found fence comer post
for a deflection right;
THENCE, S 89'56'25" W, a distance ofl,257.95 FEET, to a point for the Southwest
comer hereof;
THENCE, NORTH, a distance of3,271.85 FEET, to a point for the Northwest comer
hereof;
THENCE, S 89°52'06" E, a distance of 4,950.94 FEET, to a point for a deflection left;
THENCE, N 89°20'44" E, a distance of3,320,43 FEET, to the POINT OF
BEGINNING, containing 615.92 acres ofland. more or less.
Basis of Bearing: G.P.S., TX. South Zone, NAD·27
SHEET 1 OF2
H:\HOWLAND\sURVEYlNG DEPARTMENT\Jobs\2013\2213\.\9-\3\22lll.\9-ll.doc
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7615 N. Bartlett Avenue P.O. Box 451128 (78045) : laredo, TX 78041 P. 956.722.4411 F.956.722.5414 ..
TBPE Finn Registration No. F-4097 : TBPLS Firm Registration No. 100464-00
~'::;.~{:
128
129
VAQUILL6.S
RANCH
A-I No. 18
SURVEY 1698 '. 156 VAQUILLAS
SURVEY 1695 -¢- RANCH
P.B. REYNOLDS (SHL)
G.B. & C.N.G. R.R. CO. A-I No. 155
ABSTRACT 2418 ABSTRACT 1268 N 7714'27· (
2,088.50'
I S OIlll·Q;t UO Co ... 't,IIIIOU.IIII't ... 011 "'... ....,. 1:. ......"'.... .,.... [
'--- - - - - - - , J>'"'"'-'::
VAQUILLAS
RANCH
A-1 No. 215>'< A-L No. 106 A-I No. 237
VAQUlllAS (BHL) (BHL)
II
RANCH >'<. VAQUIWIS "'-
>< -¢- A-I No. 24 V RANCH LIT'
1"-<: VAQUILlAS >< VA``6~ A-I No. 198 VA``6~ VAQUILlAS
V RANCH 106 (BHL) A-1 No. 198 RANCH
A-I No. 72 >< -¢- 0 (SHL) A-I No. 237
~._....__ ....
.``_"':::;;::::::::::'...!!N~"'~2:!.'~2J":'~E:,~:..!``~:"' _:''::~'::~ ",,''Y-- __ (_5H_L)__ _ ....
-¢- VAqUIUAS
RANCH
A-I No. 91
-¢-
VAQUIUAS
VAOUILLAS RANCH
VAQUILlAS RANCH A-I No. 192
RANCH A A-I No. 195
92
A-I No. 195
(BHl)
¥o (SHL)
(I)
...., VAOU!LlAS J?c... VAQUILLAS
RANCH ' U RANCH
VAQUIUAS
-¢-
VAQUlllAS
RANCH
A-I No. 194
~.,
A-I No. 238 A-I No. 238
0: (BHL) (SHL)
-¢- RANCH
~
on , "
A-I No. 25
SURVEY 2112
"'~'"
r- "
~C.?N • 1 CONOCOPHllLlPS COMPANY
VAQU1LlAS RANCH LEASE 199129-001
VAQUllLAS
RANCH
P.B. REYNOLDS
ABSTRACT 2420
"' ....
i !~I 26,622.79 ACRES (CALlEO) A-I No. 90
``~ RETAINED &40.00 ACRE UNIT -¢-
~B~ "
-¢- -------¢-
"'`` z
VAQUllLAS
,." I~
RANCH
A-I No. 208
SURVEY 2367
F.R. FEILLE
ABSTRACT 3333
II
"
SURVEY 1693
G.B. & C.N.G. R.H. CO.
ABSTRACT 1269
I WEBB COUNTY, TEXAS
I ..-'"-<: VAQUILlAS
¥ RANCH
A-I No. 1.32
SURVEY 276
5 FRED SPEED
ABSTRACT 2462
I
"
I
"
SURVEY 1694
FRED SPEED
I ABSTRACT 2461
( IN FlIT )
131
EXHIBIT "A-20"
FIELD NOTES
FOR
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH LEASE 199129-001
RETAINED TRACT 20
(VAQUILLAS RANCH E WELLS No. 31, No. 70,
No. 82, No. 209, & No. 210 S'I")
502.31 ACRES
A TRACT OF LAND CONTAINING 502.31 ACRES, more or less, being out ofthe
Vaquillas Ranch Lease 199129-001,26,622.79 Acres (Called), situated in Survey 277,
G.C. & S.F. R.R. CO., Abstract 1337, Webb County, Texas, and being more particularly
described as follows:
BEGlNNlNG at a point which bears N 66"41 '22" W, a distance ofl,659.92 feet, from
the Vaquillas Ranch E No. 31 Well;
THENCE, N 88°50'37" E. a distance of 10,425.89 FEET. to a found concrete
monument under an existing fence line, for the Northeast comer hereof;
THENCE, S 00°36'47" E, along an existing fence line, a distance of 686.92 FEET, to a
point for an exterior comer hereof;
THENCE, S 89°31'31" W. a distance of 5,280.30 FEET. to a point for an interior
corner hereof;
THENCE, S OO~8'29" E. a distance of2,992.64 FEET. to a point for an exterior comer
hereof;
THENCE, S 89°49'01" W. a distance of 5,164.33 FEET. to a point for the Southwest
corner hereof;
THENCE, N 00°11 '12" W, a distance of 3,529.26 FEET, to the POlNT OF
BEGINNING. containing 502.31 acres of land. more or less.
Basis of Bearing; G.P.S., TX. South Zone, NAD-27
SHEET 1 OF2
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7615 N. Bartlett Avenue I P.O. Box 451128 (78045) : Laredo. TX 78041 P. 956.722.4411 J F.956.722.5414
TaPE Firm Registration No. F-4097 ! TBPLS Firm Registration No. 100464-00
132
133
SURVEY 278
FRED SPEED
ABSTRACT 2482
____________-.____________________________ ______________________________________ '"
~
~ ~N~8<``:·sr``E:-~'~O~.'``~B9~·------ -y~.
:t~
VAQUILLAS :I! iii'
VAQUILLAS RANCH Is
RANCH -¢-E No. 209 (Il
AE No. 210 ST
o V ('HL)
- ~- ....... W ... ~.280.JO·
E No. 31 VAQUILtAS
RANCH
E No. 210 ST
SURVEY 1694
FRED SPEED
ABSTRACT 2461
.,
SURVEY 277
G.C. & S.F. R.R. CO.
ABSTRACT 1337
(SHL)
-¢- VAQUILLAS
RANCH
E No. 70
I~5
N
WEBB COUNTY. TEXAS
~
'"
§
~
CONOCOPHllLIPS COMPANY
VAQUILlAS RANCH LEASE 199129-001 SURVEY 32
z 26,622.79 ACRES (CALLED)
RETNNED 502.31 ACRE UNIT
A VAQUlLlAS I Is C.R. DAVIS
ABSTRACT 2582
¥ RANCH
E No. 82
S 89"-49'01· W ... 5,164.33'
SURVEY 275
G.C. & S.F. R.R. CO.
GRAPHIC SCALE ABSTRACT 1336
.J
i.-.-.-.
"I
!!oOO
_. . . .
l!oO ~oo
( JI fEET)
'
1000 2000
I VAQUILLAS
RANCH
1 .... h _ 1000",
A No. 19
EXHIBIT "A-20"
CONOCOPHILLIPS COMPANY UNIT UH£
- - , - - '" rENCr UHr
VAQUILlAS RANCH LEASE 199129-001 - RETAINED lRACT 20 - - - - - - - '" TI[s
(VAQUILlAS RANCH E WELLS No. 31. No. 70.
No. 82. No. 209. & No. 210 Sf)
502.31 ACRES
WEBB COUNTY, TEXAS
ENGINEERING AND SURVEYING CO.
EXHIBIT "A-21"
FIELD NOTES
FOR
CONOCOPHllL~SCOMPANY
V AQUILLAS RANCH LEASE 199129-001
RETAlNED TRACT 21
(VAQUILLAS RANCH A-7 WELL No. 249)
608.05 ACRES
A TRACT OF LAND CONTAlNlNG 648.05 ACRES. more or less. being out of the
Vaquillas Ranch Lease 199129-001,26,622.79 Acres (Called), situated in Survey 259,
C.C.S.D. & R.GN.G. & R.R. CO., Abslract 1137, Webb County, Texas, and being more
particularly described as follows:
BEGINNING at a point which bears N 39°24'54" W, a dislance of 1,866.66 feet, from
the Vaquillas Ranch A·7 No. 249 Well;
THENCE, N 88°53'51" E, a dislance of5,385.00 FEET, to a point for the Northeast
comer berof;
THENCE, S 00°35'40" E, a distance of 5,280.00 FEET, to a point for the Southeast
comer hereof;
THENCE, S 89°32'20" W. a distance 0[5,369.40 FEET, to a point for the Southwest
comer hereof;
THENCE, N 00°45'49" W, a dislance of 5,219.79 FEET, to the POINT OF
BEGINNING and containing 648.05 acres of land, more or less.
LESS AND EXCEPT 40.00 ACRES, described as follows:
BEGINNING at a point which bears S 52°35'23" E, a dislance of 1,871.58 feet, from the
Vaquillas Ranch A-7 No. 249 Well;
THENCE, N 89°32'20" E, a distance ofl,320.00 FEET, to a point for the Northeast
corner hereof;
THENCE, S 00<>27'40" E, a distance 0[1,320.00 FEET, to a point for the Southeast
comer hereof;
THENCE, S 89°32'20" W, a distance 0[1,320.00 FEET, to a point for the Southwest
corner hereof;
THENCE, N 00°27'40" W, a dislance of 1,320.00 FEET, to the POINT OF
BEGINNING, containing 40.00 acres of land, more or less.
Basis of Bearing: G.P.S., TX. South Zone, NAD-27
SHEET! OF2
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7615 N. Bartlett Avenue : P.O. Box 451128 (78045) ; lan:do, lX 78041 P. 956.722.4411 F.956.722.5414
TBPE FJrm Reg15tration No. F-4097 , T8PL5 Firm Registration No. 100464-00
134
EXHIBIT "A-21"
CONOCOPHILLIPS COMPANY
VAQUILlAS RANCH LEASE 199129-001
RETAINED TRACT 21
(VAQUILlAS RANCH A-7 WEll. No. 249)
608.05 ACRES
WEBB COUNTY, TEXAS
SURVEY 36 ~,
C.R. DAVIS
ABSTRACT 2581
,
I SURVEY 35
C.C.S.D. &
R.G.N.G. R.R. CO.
ABSTRACT 1036
I
I SURVEY 18
I C.C.S.D. &
R.G.N.G. R.N. CO.
I ABSTRACT 2727
,
SURVEY 259
C.C.S.D. & SURVEY 264
R.G.N.G. R.R. CO. G.C. &
ABSTRACT 1137
S.F. R.R. CO.
WEBB COUNTY. TEXAS ABSTRACT 3302
,
~ ... ...
`` l£SS .. EXCEI'T
40.00 H:RES
~8
\:;0
`` l!~
z .
S 89'3220 W
1,320.00'
CONQCOPHILLIPS COMPANY
VAQUJLlAS RANCH LEASE 199129-001
26.622.79 ACRES (CAlLED)
RETNNED 608.05 M;R£ lNf
- - - - - - --{-----------::;S..,"W32;:;::·20;n-·;W,-:_:"<5.3
W '.;-."':;;:-.-----------t-- ------
0",
,, '" u ....
~:d``
NORTH HALF SURVEY 34
>-oAt:t:E-<
C.C.S.D. &
R.G.N.G. R.R. CO. I, . u
[;'~00l
~ L! 'Eo<
ABSTRACT 2816 , :>uZi{f}
"' "Ol
","
I,
GRAPHIC SCALE
,
I
( 1M
Ir>e~
rro )
_ lD01Jf\.
T I,,
LEGEND Rnlslon
, Do'.
HOW~L``tQ)ENGINEERING AND SURVEYlNG CO.
0
-¢-
" HORIZONTAl WHl
SUAr... CC l.OC.I.nOH
Will
, 04-12-13
05-17-13
lIIPEFhnIl8gklrollan ...... f..4aI1 ltIPLSFmIlogialldcnNo.IOO4&I-(I()
1'I115N._ ...-... UncII>.1X.11IO<1 P.9:!6.172Mll
, UtlIT UHC
fUlCi: ~E
,
J 06 06 13
-
www.howlandcompanles.com
WARNING: IlIoS1S Of BEARING: C,PS. T~. South Csntrnl Zeme, NAD.-27.
.. - .n
SURVEY lINE
08 14-13
OAAWN BY: ALC./LAF.
CHECKED BY: J.S.
JOB No. 22131.2J-1J
SHEET: 2 OF 2
135
HOWLAI~D
ENGINEERING AND SURVEYING CO.
EXHIBIT"A-22"
FIELD NOTES
FOR
CONOCOPHDUWPSCOMPANY
V AQUILLAS RANCH LEASE 199129-001
RETAlNED TRACT 22
(VAQUILLAS RANCH A WELLS No. 14, No. 19, No. 20, &
VAQUILLAS RANCH B No. 13)
612.33 ACRES
A TRACT OF LAND CONTAINlNG 612.33 ACRES, more or less, being out ofthe
Vaquillas Ranch Lease 199129·001,26,622.79 Acres (Cailed), situated in Survey 275,
G.C. & S.F. R.R. CO., Abstract 1336, Webb County, Texas, and being more particularly
described as follows:
BEGINNING ata point which bears N 46°23'57" W, a distance of936.17 feet, from the
Vaquillas Ranch A No. 14 Well;
THENCE, N 89°49'01" E, a distance of5,164.33 FEET, to a point for the Northeast
comer hereof;
THENCE, S 00°30'14" E, a distance of5,150.08 FEET, to a point for the Southeast
comer hereof;
THENCE, S 89°49'01" W. a distance of5,194.07 FEET, to a point for the Southwest
comer hereof;
THENCE, N 00°10'23" W, a distance of 5,150.00 FEET, to the POINT OF
BEGINNING. containing 612.33 acres of land, more or less.
Basis of Bearing: G.P.s., TIC South Zone, NAD·27
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7615 N. Bartlett Avenue i P.O. Box 451128 (78045) i Laredo, l'X 78041 P. 956.722.4411 F. 956.722.5414
TBPE Firm Registration No. F-4097 J TBPLS Firm Registration No. 100464-00
136
EXHIBIT "A-22"
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH LEASE 199129-001 N RETAINED TRACT 22
(VAQUILLAS RANCH A WEllS No. 14. No. 19. No. 20. &: VAQUILLAS RANCH B No. 13)
612.33 ACRES
WEBB COUNlY. TEXAS
..... VAQUJUAS
V RANCH •
E No. 70
SURVEY 277
I
G.C. & S.F. R.R. CO.
ABSTRACT 1337
I V
.r·C VAQUILlAS
RANCH
i f.pafJft ~ E No. 82
______ If !,"""G
VAQUILLAS
RANCH
A No. 19
~:i CONOCOPHllLlPS COMPANY
VAQUlllAS RANCH LEASE 199129-001 ~
-ze-o
~ei~
------ S 89"49'01· W ... ~.194.07'
",,,,,,,...
"" 0:
Q';l
rn
u
u
SURVEY 274
G.T. BLACK
ABSTRACT 2551
GRAPHIC SCALE
(IN m:r)
'i r
1 Inch ~ .DODFl.
137
HOWLAND
ENGINEERING AND SURVEYING CO.
EXHIBIT" A-23"
FIELD NOTES
FOR
CONOCOPmL~COMFANY
V AQUllLAS RANCH LEASE 199129-001
RETAlNED TRACT 23
(VAQUILLAS RANCH A WELLS No. 27, No. 36,
No. 146, No. 149, & No. 158)
639.04 ACRES
A TRACT OF LAND CONTAINING 639.04 ACRES, more or less, being out ofthe
Vaquillas Ranch Lease 199129-001,26,622.79 Acres (Called), situated in Survey 276,
G.T. Black, Abstract 2552, Webb County. Texas, and being more particularly described
as follows:
BEGINNING at a found iron rod on the West right-of-way line of Ranch Road 2895,
which bears N 52°54'37" W, a distance of 838.32 feet, from the Vaquillas Ranch A No.
36 Well;
THENCE, N 89°34'02" E, along as existing fence line, a distance of5,282.71 FEET, to
a found concrete monument, for the Northeast comer hereof;
THENCE, S 00°10'23" E, a distance of 5,279.75 FEET, to a point for the Southeast
corner hereof;
THENCE, S 89°33'08" W, a distance of 5,260.79 FEET, to a found 2" pipe. for the
Southwest comer hereofj
THENCE, N 00024'40" W, a distance of 5,281.06 FEET, to the POINT OF
BEGINNING. containing 639.04 acres efland, more or less.
Basis of Bearing : G.P.S., TX. South Zone, NAD-27
SHEET 1 OF2
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7615 N. Bartlett Avenue P.O. Box 45112B (7B045) J Laredo, TX 78041 P. 956.722.4411 F.956.722.5414
TBPE FIrm Registration No. F--4097 ! TBPL5 Firm Registration No. 100464000
138
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH LEASE 199129-001 ~ RETAINED TRACT 23
(VAOUILLAS RANCH A WELLS No. 27. No. 36.
No. 146. No. 149. ole No. 158)
639.04 ACRES
·I !
~
•
.Ii
·I
~
I~
SURVEY 1694
F. SPEED
ABSTRACT 2461
Found
I
I j
.. _--- ``-.-----'::'':::'::;:;':::'''':'~::::':'''-----+- --- --
N 52'54'37"
838.32' 1-+-;;;.;;-.:0- VAQUILLAS
RANCH
A No. 36
VAOUILlAS
RANCH
-¢-
A No. 27 VAQUIUAS
• RANCH
·II
A No. 14
VAQUILLAS
-¢- A ``C~49
·I '.,"
·I CONOCOPH1LLIPS COMPANY
VAQUllLAS RANCH LEASE 199129-001
~
0
'"
~ ·I -¢-
VAQUILtAS
26,622.79 ACRES (CAUEO)
RETAINED 839.04 ACRE UtIT
... .
'" "'''
U'"
..,
N!i ......
O``
RANCH
~.:t;
'"< ....
~OC\J ·I A No. 158
SURVEY 276
j:l
0
~
",.;0'1
",,,,!;;
>-~t;
~E~
z ·I G.T. BLACK
ABSTRACT 2552
WEBB COUNTY. TEXAS VAQUILlAS
U>
en u.!:l
ci
en~!:l
Z
·I RANCH
A No. 146
(8HL) -¢-
",.. ·I
I VAQUllLAS
VAQUJLlAS
RANCH
A No. 20
I RANCH
A No. 14S0
(SHL)
.
------ ~+-------:-=``::-::::--------f-- -- -- 5 W ... 5.2.60.79'
VAQUILlAS
-¢- RANCH
·I No. 174
SURVEY 226
I, G.T. BLACK
ABSTRACT 2550
GRAPHIC SCALE
:500 9 ~ ~ 1000 2000
,"_-,.wi;;;..,jwwwi I I
( tI rn;r )
~ BASIS 0, SEARING: G.P.S. Tx. SDUth Control Zon .. , NAD.-27.
nus PlAT w.y NOT SKlW 1U CRCISSJjCS or PI'El.JNES 011 CAil.£S. HOIIItNIO EllWiElJaNC
NO SUIM'I'IIG co.. INC, ASSIJII£S NO /!ES?OI'ISI!JUfY 1'0 lOCATE PPEI..II£ Of! coa.£ CROSSIH'lS.
````````~CJJ~a:--°!l
~ IICN\JKI ~ NO SUIM'rNl co.. tIC. 2Q1JC
139
HO "'~ IfiJ., ffi1),~wr.~1
. '• •J[.``~[l):b,Jt
co.
ENGINEERING AND SURVEYING
EXHIBIT"A-24"
FIELD NOTES
FOR
CONOCOPmLUWSCOMPANY
VAQUILLAS RANCH LEASE 199129-001
RETAINED TRACT 24
(VAQUILLAS RANCH WELLS No. 16, No. 164, No. 174, AND
VAQUILLAS RANCH A WELLS No. 111, No. 116, & No. 125)
633.38 ACRES
A TRACT OF LAND CONTAINING 633.38 ACRES, more or less, being out of the
Vaquillas Ranch Lease 199129-001,26,622.79 Acres (Called), situated in Survey 228,
G.T. Black, Abstract 2550, Webb Couoty, Texas, and being more particularly described
as follows:
BEGINNING at a found 2" pipe on the West right-of-way line of Ranch Road 2895,
which bears N 73"18'04" W, a distance of2,034.65 feet, from the Vaquillas Ranch No.
174 Well;
THENCE, N 89033'08" E, a distance 0[5,260.79 FEET, to a point for the Northeast
corner hereof;
THENCE, S 00°10'58" E, a distance of 5,254.72 FEET, to a point for the Southeast
corner hereof;
THENCE, S 89032'59" W, a distance of 5,240.13 FEET, to a point under an existing
fence on the West right-of-way line of said Ranch Road 2895, for the Southwest comer
hereof;
THENCE, N 00°24'29" W, a distance of 5,254.89 FEET, to the POINT OF
BEGINNING, containing 633.38 acres ofland, more or less.
Basis of Bearing: G.P.S., TIC South Zone, NAD·27
,.
!;
X1.,
j;;':
;,ii·~
~:~1
h~l
/.. .~;
"
SHEET 1 OF2
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7615 N. Bartlett Avenue P.O. Box 451128 (78045) . laredo, TX 78041 P. 956.722.4411 I F. 956.722.5414
TBPE Firm Registration No. F·4097 ; TBPLS FIrm Registration No. 100464-00
140
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH L£ASE 199129-001 N RETAINED TRACT 24
(VAQUILLAS RANCH WEllS No. 16. No. 164. No. 174. AlND
VAQUILLAS RANCH A WELLS No. 111. No. 116. '" No. 125)
633.36 ACRES
ej
o``
"'<'"
~ClCIJ SURVEY 276
G.T. BLACK
"''''
``(J ABSTRACT 2552
"'O~
::>-u>
VAQUILlAS
-¢- A RANCH
rt.l`` VAQUILl.AS No. 20
~
______-{!010:-_______...:;N"...
:;;.:..
'" RANCH
:;:·.;;08:.·..:E'-'-N..::=:..:..________-ir - - -
VA No. 146
--
VAQUIu.AS
RANCH
No. 174
SURVEY 274
G.T. BLACK
SURVEY 228 ABSTRACT 2551
G.T. BLACK
o
(J
ABSTRACT 2550
VAQUllLAS _no WEBB COUNTY, TEXAS
-~g
'"
'".~
RANCH V
No. 164
"'''~
``t
CONOCOPHILLIPS COMPANY
VAQUJUAS RANCH LEASE 199129-001
"''''~
26,622.79 ACRES (CALLED)
::>",u>
RETAtiED 8J3.J8 N:R£ UNrr
"' . ':!
'"
U
rIi VAQUILL.AS
-¢-
VAQUIll.AS
RANCH
..
U Ii -¢- "'NCH
A No. 116
A No. 125
-~
I
I"'f VAQUILLAS A VAQUILLAS
V RANCH V RANCH
No. 16 A No. 111
--- - - ---rt.l-------:::-:::::::::::-:::--:-:=-------1
s W ... 15,240.13'
VAQUILlAS
-¢-
'II - RANCH
No. 10
,I SURVEY 227
C.C.S.D. & R.G.N.G. RR CO. VAQUILlAS~
RANCH
i1i
~
ABSTRACT 1133 No. 12 T
GRAPHIC SCALE
i\O-.____ Uf,
soo ?_~ soo
( .HUT)
T
1 1'><>1 ~ l000fl.
= HORIZONTAl. WELL
SURFACE l.OCATlOH
wru
UNIT LDlE
- ,- m«:£ UNE
------- T1£S
_ •• _ SURVEY UH[
~ BASIS OF BEARING, G.P.S. Tx. South Zoo", NAD.-27.
llG PLAT I&I.Y toOT S>!OW IoU. CROSSINGS or I'!I'(U;£5 011 CIBlES. I/OWlNID EHGNDlIIG
NID SU~ co~ IHC. ASSIJIoIES NO ~ 10 l.OCATE WatfE 011 coa.E CROSSINGS.
``````O)~:~ rn: OWHEIISHP OR
CIJP'rI'IICHT ItOIII\NIO o.'CIH[ERIIIGAlCl ~ O)~ INC. 20IlC
141
, UlI[Li1j'\~\D[5)
HO 'WWA``~tliJ'''''LlW ~1Lz---'
ENGINEERING AND SURVEYING CO.
EXHIBIT "A-25"
FIELD NOTES
FOR
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH LEASE 199129-001
RETAINED TRACT 25
(VAQUILLAS RANCH WELLS No. 10, No. 11,
No. 12, VAQUILLAS RANCH A No. 80, & No. 99)
640.00 ACRES
A TRACT OF LAND CONTAlNlNG 640.00 ACRES, more or less, being out of the
V.quillas Ranch Lease 199129-001,26,622.79 Acres (Called), situated in Survey 227,
C.C.S.D. & R.G.N.G. R.R. CO., Absttact 1133; and Survey 273, C.C.S.D. & R.G.N.G.
R.R. C.O., Abstract 1141, Webb County. Texas, and being more particularly described as
follows:
BEGlNNlNG at a point which bears N 33'34'02" E, • distance of 1,360.57 feet, from
the Vaquillas Ranch No. 12 Well;
THENCE, S 00D26'16" E, a distance of 4,991.78 FEET, to a point for the Southeast
comer hereof;
THENCE, S 89°36'57" W. a distance of332.74 FEET, to a point for a deflection left;
THENCE, S 89°36'41" W, a distance of 5,270.89 FEET, to a point for the Southwest
comer hereof;
THENCE, N 00°05'03" W, a distance of 4,985.84 FEET, to a point for the Northwest
corner hereof;
THENCE, N 89'32'59" E, a distance of 5,572.87 FEET. to the POINT OF
BEGINNING and containing 640.00 acres afland. more or less.
Basis of Bearing: G.P.S., TX. South Zone, NAD·27
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7615 N. SartiettAvenue : P.O. 80)(451128 (78045) , Laredo, TX78041 P. 956.722.4411 J F.956.n2.5414
TBPE Finn Registration No. F-4097 : TBPLS Finn Registration No. 100464-00
142
IBIT "A-25"
CONOCOPHILLiPS COMPANY
VAQUILLAS RANCH LEASE 199129-001 ~ RETAINED TRACT 25
(VAQUILLAS RANCH WELLS No. 10. No. 11. No. 12.
VAQUILLAS RANCH A No. 80. & No. 99)
640.00 ACRES
a
C) -¢-
Pi VAQUllLAS
VAQUILLAS RANCH
.-\`` SURVEY 226 foe RANCH A No. 125
.0 . ~ G.T. BLACK V A No. 116
78041 P. 956.722.4411 F.956.722.5414
TSPE FIrm Registration No. F-4097 ; TBPL5 FIrm RegistratIon No. 100464-00
144
EXHIBIT "A-26"
CONOCOPHILLIPS COMPANY
VAQUILlAS RANCH LEASE 199129-001 N RETAINED TRACT 26
(VAQUILlAS RANCH WELLS No. 15. No. 18. No. 154. No. 177.
No. 182. AND VAQUILlAS RANCH A No. 175. ole No. 231)
635.36 ACRES
WEBB COUNlY, TEXAS
~
!,
J!
~ "
VAOUILlAS
RANCH
-¢-
VAOUILI.,AS
RANCH
A No. 99
I
~ tI
A No. 80
SURVEY 227
C.C.S.D. & R.G.N.G. R.R. co.
ABSTRACT 1133
I N 59"15'10· W ___
I-- - - - i / 07.61,1.'
N 1S9"J8'41· E - S,270.e9'
- -:::..j.,:/-I-....----....::....:::=:....:....:.;.;:::::::::..------:7"'"1"'" - - -
... ---,,---
..
--
1"'( to _,-'
rtI---::~VAaUJLlAS
><.
><
779 RANCH
No. 18
-¢-VAQUlllAS
. RANCH
No. 15
(BHL)
__ '1---"
"I OVA``~S VAQUJllAS
-¢-RANCH A
i No. 15
(SHL)
SURVEY 986
No. 231
" J.H. FUILER
ABSTRACT 2593
I WEBB COUNTY. TEXAS
I _'~NO'
A
VAQUILlAS
RANCH .~.
VAQUILlAS
RANCH A
"
_,,-"
__ " 182
"1----
'1---- ;.\
../\ V No. 175
z
CONOCOPH1LLIPS COMPANY
VAQUILLAS RANCH LEASE 199129-001
26,622.79 ACRES (CALLED)
"
\ ..
,..,
VAQUILlAS
RANCH
REl'AliED 835.3e ACRE UNIT
"\
V No. 154
"\
I
><
V
,. , VAOUllLAS'\
RANCH
No. 177
\
_____ )U"
-,
f-------:=``:_:::_
5 89"23'40"' W ... .5,272.32.'
......... \---r- ``
,,
I, ",co
, 0'-''''
coo",
:~:"
SURVEY 229
C.C.S.D. & R.G.N.G. R.R. CO.
I,, [;'
'::>" • en~
ABSTRACT 1132
GRAPIDC SCALE
T en~':'l
I
{ IN f'!:rT
"'~
l
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HOWlANtldENGINEERING AND SURVEYING CO.
llIPEFmRoglon _ _ ~l TlII'LSFm~ND.'1XM64-O:J
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-¢-
.. IIORIZONTAl. WELL
SURFACt LOCATION
wru
UNIT UNt
0"-11-13
FENCE UN£:
7815N._II_ t.ot.lo.TX.7IIO'1 P.Il:ie.T.l2.Mll
w...w.howlandcompanles.com .'"
SURV£Y UN!
WARNING: BASIS OF" BEAAlNG: G.P.s. Tx. South Central Zone. NAD.-27.
1}G PUJ lIAr NOT SHOW JU alOSStfCS Of' PIPElJNE5 00 c.oaJ:li. HO\II'lHiO ENCl1NCERING FIElD DATE BOOK PAGE, DRAWN BY: L.A.!=".
NlD ~ co~ tIC. IISS1.IoCi NO RESI'ONSIIlUIY TIl UlCA.T£ PP£UNE 00 CAIJ.£ C!OSSINCS.
NO Cl.AAI IS 1I0!E8't' II,IoOC _DING ClRROIJ OR ACTIW. SURl'JLt/IoI1HDW.
U3SOIt. nilS DfWiI'IiIl w« DCCWs1VEJ..T fllf! ~ ~ o.t;C: co. U'.
ru:
0IiINERS>IP Of! " " "' CHECKED BY: J.S.
JOB No. 22131.28-13
COI"I'RICHT ItCIWI»Il ENCII£EI!fiG AND Sl.Rt'E'I'I/78041 P. 956.722.4411 I F.956.722.5414
TBPE Firm RegIstration No. F-4097 i TBP15 Firm Registration No. 100464-00
146
EXHIBIT "A-27"
CONOCOPHILLIPS COMPANY
VAQUlllAS RANCH LEASE 199129-001 ~ RETAINED TRACT 27
(VAQUlllAS RANCH A-12 WELLS No. 168 '" No. 202)
614.74 ACRES
WEBB COUNTY, TEXAS
SURVEY 273
C.C.S.D. & RG.N.G. R.R. CO. /
SURVEY 227 I ABSTRACT 1141
,.--f
•
I~'C.';.~.
& R.G.N.G .•
R.R. CO.
ABSTRACT 1133
...____'
___ '1.--'1.--r x
VAQUILlAS
.--'$.---'"
~.103.29·
--- -,-~'::::':"-----:':"=:::""'::"~=~---r'?'
\
N 89"Msr E ... RANCH
A-4 No. 173
~/
.1 J~ x
\ ~I :ltd
!:!,-- VAQUIL1.AS..:1
\ RANCH
A-12 No. 168~
(BHL)
I ;e:1
I :
SURVEY 9BB
J.H. FUlJ.ER
ABSTRACT 2593
\ x
'"
I,
VAOUlllAS0-401•
RANCH -¢-
SURVEY 9B7 \ A-12 No. 168 VAQUILlAS
l J. POITEVENT Xi (SHL) RANCH
ABSTRACT 2061 A-4 No. 121
WEBB COUNTY, TEXAS
VAQUJUAS l x
.n. RANCH :I:
VA No. 175·
I A VAOUIUAS
i CONOGOPH1LLlPS COMPANY
VAQUILLAS RANCH LEASE 199129-001
x
I
~- RANCH
A-12 No. 202
26,622.79 ACRES (CALLED)
RErAIN£D 814.74 ACRE utIT
I
x
I oj
VAQUllLAS
-¢-
I RANCH
C No. 64
5 89"22'22"' W - 15.138.40" Found 8"
Fanca Post
SURVEY 230
W.R. A1J.DREDGE
ABSTRACT 2523
GRAPHIC SCALE
:lOO 0 2SO SOO 1000
"'.-.«w...J--i ( tll'!FI )
1 In<~ ~ .DOOR.
UNIT UNE
-,- fI"HCEUl'IE
------- TIts
- .... - SURVEY UHE
~ BIoSIS or BEARlIiG: G.P.S. lx. South Central Zone. NAD.-27.
Tlf:S PI.» W.T NJT S>IOIII' ALl. CIIOSSIIc:s Of' P'PEI.Jt6 OR CAel.[S. tlOWlAIID £NCIN(£~
147
HOWLA~JD
ENGINEERING AND SURVEYING CO.
EXHIBIT "A-28"
FIELD NOTES
FOR
CONOCOPHIL~SCOMPANY
V AQUILLAS RANCH LEASE 199129-001
RETAlNED TRACT 28
(VAQUlLLAS RANCH A-6 WELLS No. 41, No. 57, No. 229, VAQUlLLAS
RANCH H No. 28, No. 109, VAQUlLLAS RANCH H No. 224 A &
V AQUILLAS RANCH H No. 46 C)
640.00 ACRES
A TRACT OF LAND CONTA1NING 640.00 ACRES, more or less, being out of the
Vaquillas Ranch Lease 199129-001,26,622.79 Acres (Called), situated in Survey 31,
C.C.S.D. R.G.N.G. R.R. CO., Abstract 1043; and Survey 26, R.O. Barnesley, Abstract
2133, Webb County, Texas, and being more particularly described as follows:
BEG1NN1NG at a point which bears N 58°26'33" W, a distance of 1,644.66 feet, from
the Vaquillas Ranch A-6 No. 41 Well;
THENCE, N 89"29'46" E, a distance 0[5,358.90 FEET, to a point for the Northeast
corner hereof;
THENCE, S OO~9'0S" E, a distance of2,525.78 FEET, to a point for a deflection left;
THENCE, S 01°28'37" E, a distance of2,670.53 FEET, to a point for the Southeast
comer hereof;
THENCE, S 89°32'59" W, a distance of 5,399.74 FEET, to a point for the Southwest
comer hereof:
THENCE, N 00°32'40" W, a distance of5,190.85 FEET, to the P01NT OF
BEGINNING and containing 640.00 acres of land, more or less.
Basis of Bearing: G.P.S., TX. South Zone, NAD·27
SHEET 1 OF2
H:\HOWLAND\SURVEYING DEPARTMENNobs\2013\22131.31-13\22\lJ.31.13.doc
www.howlandcompanies.com
7615 N. Bartlett Avenue : P.O. Bo)(451128 (78045) laredo, TX78041 P. 956.722.4411 F.956.722.5414
TBPE Arm RegIstration No. 1'-4097 TBPL5 Firm Registration No. 100464-00
148
EXHIBIT "A-28"
CONOCOPHILLIPS COMPANY
VAQUIUAS RANCH LEASE 199129-001 ~ RETAINED TRACT 26
(VAQUIUAS RANCH A-6 WEllS No. 41, No. 57, No. 229, VAQUIUAS RANCH H No. 26,
No. 109, VAQUIUAS RANCH H No. 224 A 8< VAQUIUAS RANCH H No •.46 C)
640.00 ACRES
WEBB COUI'nY. TEXAS
,
(
Aj
VAQUJlLAS
RANCH
B No. 13
SURVEY 31
C.C.S.D. & R.G.N.G. R.R. CO.
ABSTRACT 1043
WEBB COUNTY. TEXAS
A
CONOCOPHIWPS COMPANY
~,
VAQUIUAS RANCH LEASE 199129-001
26.622.79 ACRES (CAlLED)
RETAttED &40.00 Jaf£ UNIT
VAQUJUAS
RANCH
A-6 No. 229
'"
_¢_ (SHL) VAQUILLAS
RANCH
`` .0 VAQUllLAS
RANCH
-¢- A-6 No. 57
, A-6 No. 229
(SHL)
~
~ r-------------------------~-----
~z VAQUILLAS
VAQUIUAS RANCH
RANCH -¢- H No. 109
-¢-H No. 46 C
SURVEY 274
G.T. BLACK
ABSTRACT 2551
SURVEY 26
R.O. BARNESLEY
VAQUILLAS
ABSTRACT 2133
RANCH
-¢-H No. 224 A
VAQUIUAS
-¢-
RANCH VAQUILLAS
RANCH
t- ______ ~-------__;:_:::::::;:~::__:_:::::-¢-~H:_N-O-._28_ _ _ _ _~ A-6 No. 83
5 89"32'59- W ... S,399.74'
VAOUILLAS
RANCH
-¢- H No. 96
CRAPtnC SCALE VAQUILLAS
~ 0 ~:IOG 1; VAQUllLAS RANCH
~.---- ( IN FEEr ) , -¢- H
RANCH
No. 225
-¢-H No. 115
I Inch _ l000n
HOWLANDENGINEERING AND SURVEYING CO.
TaPE FmI fto\IIoO'IoIlon Mo.I'-4O!I7 1WU All> ~ No:>. 1!X1018of..m
71115N. _ _ I.M.:Io. TX.71004' P._722-'4l1
www.howIondcompanies..com
SURVEY UN[
WARNING: BASIS OF 8(AR1NG: G.P,s. lx. South Zon ... NAD.-27.
TICS PlAT w.y NOT ~ ALI. CROSSINt$ Of P\PEa£S OR coa.E5. 1i0WlNf0 ~ flELD DATE DRAWN BY; LA''/S.I.I.I.
AIIO SUIMYfIG CO~ IHC:. ~ NO R£:SI>ONSIBUIY TO LOCUt PF£UI( OR C>aL CRCISSIHGS.
~1I````~d:x:o``.ElW. m: OIMRSIIP OR " OiECKED BY: J.5.
JOB NC). 221J1.J1 13
COP'rI!IGHT IfC7IIIlNIO ~ANO SlIIM:'I'\NC CO~ toIC.. 2013C
SHEET: 2 0. 2
149
HOWL1i\~;``
ENGINEERING AND SURVEYING CO.
EXHIBIT "A-29"
FIELD NOTES
FOR
CONOCOPIDLL~SCOMPANY
V AQUILLAS RANCH LEASE 199129-001
RETAINED TRACT 29
(VAQUILLAS RANCH H WELLS No. 96, No. 115, No. 162, No. 226,
VAQUILLAS RANCH D No. 117, No. 153, No. 223 &
VAQUILLAS RANCH No. 17)
618.16 ACRES
A TRACT OF LAND CONTAlNING 618.16 ACRES, more or less, being out ofthe
Vaquillas Ranch Lease 199129-001,26,622.79 Acres (Called), situated in Survey 26,
R.O. Bamesley, Abstract 2133; aod Survey 273, C.C.S.D. & R.G.N.G. R.R. C.O.,
Abstract 1141, Webb County, Texas, and being more particularly described as follows:
BEGINNING at Ii point which bears N 33'41'33" E, a distance of 1,796.29 feet, from
the Vaquillas Ranch H No. 162 Well;
THENCE, S 01'28'37" E, a distaoce of2,576.14 FEET, to a point for the Southeast
comer hereof;
TllENCE, S 89'10'24" W, a distaoce of 10,341.47 FEET, to a point for the Southwest
comer hereof;
TllENCE, N 00'26'16" W, a distaoce of2,643.65 FEET, to a point for the Northwest
comer hereof;
THENCE, N 89'32'59" E, a distaoce of 10,294.50 FEET, to the POINT OF
BEGINNING and containing 618.16 acres of land, more or less.
Basis of Bearing: G.P.S., TIC South Zone, NAD-27
SllEET 1 OF2
H;\HOWLAND\SURVEYING DEPARTMEN"Nobs\20 I 3\22 13\.32-t)\22131.32-13.doc
www.howlandcompanies.com
7615 N. Bartlett Avenue i P.O. Box 451128 (78045) I laredo, 1)(78041 P. 956.722.4411 F.956.722.5414
TaPE FIrm Registration No. F-4097 I TBPLS FIrm Registration No. 100464-00
150
151
SURVEY 274
G.T. BLACK
ABSTRACT 2551
VAQUIl.l..AS ~
RANCH POIH1' 01'
,..o..H No. 224-A BEGINNING
``' V ~
VAQUILLM __
------_ .... _--_ .... --
V RANCH I A H No. 28
A No. { " .... _ _ .... _ .. .. N 8g'32,'S- E .... 10,294lSO' V ,
.... II I
/
'1~
I;;~In
VAQUILlAS SURVEY 26 I I.W
i
~t'0 RANCH A H No, 96 ABSTRACT 2133 ;"1
``Oj e,;
No. 117 V WEBB COUNTY, TEXAS !:
-'Z U,..'"...
'I'"
ooj ,,> " ",to 0
.:d .0
VAQUILLAS ~ 26,622.79 ACRES (CALLED) '" ___'"~___ 1:; ~ .o:;~
RANCH 10
VAQUIUAS _r'-!._
RANCH V
RETAINED 018.10 ACRE oorr VAOUILlAS V icI ````
No. 12 T RANCH VAOUILtAS t'oI
'-i ';j
i
o No. 223 VAQUILtAS
z
VAQU1UAS
RANCH No. 17
(SHL)
o
-¢-
RANCH
H No. 226
,..J..,: H No. 115
V
RANCH
H No. 162
.
:;
U
~
t--~
"~
``O"'"
",..
E"oj~
!5``Ul SURVEY 273
tIl~ ~ C.C.S.D. & R.G.N.G. R.R. CO.
t.i ABSTRACT 1141
GRAPHlC SCALE j
\ IN .ITT )
1 ''''~ .. 1000 Fl
,.-1
HOWLAND EXHIBIT "A-29"
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH LEASE 199129-001 - RETAINED TRACT 29 --,--
(VAQUILLAS RANCH H WEUS No. 96, No. 115, No. 162, - .... _ • SU!IVtY UIIE
No. 226, VAQUILLAS RANCH D No. 117, No. 153, No. 223 &
VAQUILLAS RANCH No. 17)
618.16 ACRES
WEBB COUNTY. TEXAS
HOWLL``~j[ID
ENGINEERING AND SURVEYING CO.
EXHIBIT "A-30"
FIELD NOTES
FOR
CONOCOPIDLL~SCOMPANY
VAQUILLAS RANCH LEASE 199129-001
RETAlNED TRACT 30
(VAQUILLAS RANCH A.{i WELLS No. 30, No. 83, & No. 228)
323.87 ACRES
A TRACT OF LAND CONTAINING 323.87 ACRES, more or less, being out of the
Vaquillas Ranch Lease 199129-001,26,622.79 Acres (Called), situated in Survey 51,
C.C.S.D. & R.G.N.G. R.R. CO., Abstract 1045, Webb County, Texas, and being more
particularly described as fonows:
BEGINNING at a point which bears S 60°45'43" W, a distance of 996.74 feet, from the
Vaquillas Ranch A-6 No. 83 Well;
THENCE, N 01~8'38" W. a distance of2,622.92 FEET. to a point for the Northwest
comer hereof;
THENCE, N 89°15'20" E, a distance of 5,375.43 FEET, to a point for the Northeast
comer hereof;
THENCE, S 00°51 '59" E, a distance of2,640.06 FEET. to a point for the Southeast
comer hereof;
THENCE, S 89°26'29" W, a distance of5,347.54 FEET, to the POINT OF
BEGINNING, containing 323.87 acres of land. more or less.
Basis of Bearing: G.P.S., TIC South Zone, NAD-27
SHEET 10F2
H:\HOWLAND\SURVEYING DEPARThlENTUobs\2013\22J31.33-13\2213 I .3l-13.doc
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7615 N. Bartlett Avenue : P.O. 80)(451128 (78045) ; laredo, TX 78041 P. 956.722.4411 F.956.722.5414
TBPE Firm Registration No. F-4097 i TBPL5 Finn Registration No. 100464-00
152
EXHIBIT "A-30"
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH LEASE 199129-001 ~ RETAINED TRACT 30
(VAQUILLAS RANCH A-6 WELLS No. 30. No. 83, '" No. 228)
323.87 ACRES
WEBB COUNTY, TEXAS
8
'"
Ii~
\-----l
~ci~
>oZe-.
~ci"
g;,"~
",,,,,,,
o~
.,;
t.i SURVEY 260
t.i
ERNEST C. GASSER
VAQUILlAS
RANCH ABSTRACT 2607
-¢- A-6
,,
No. 57
_____ -+_ _ _ N 89"15'20· E ... ~.J1!5.43·
....::..::~:...:...=::::.:=- __ --L-.-----
I
VAQUILlAS
CONOCDPHllLlPS COMPANY RANCH
vAourlLAS RANCH LEASE 199129-001 -¢-A-6 No. 30
26,622.79 ACRES (CALLED)
REfAINED 323.87 ACRE UtIT
VAQUILlAS
RANCH
-¢-A-6 No. 228
:\.~.
I~
,
, SURVEY 51
C.C.S.D. & R.G.N.G. R.R. CO.
ABSTRACT 1045
r'-!_ VAOUlLlAS WEBB COUNTY. TEXAS
¥ RANCH
H No. 162
_____ +--------------------------+---'---1
GRAPlUC SCALE
0 2511 SOD 100(1 SURVEY 24
'j
!)O(I
&-.-:;;;;J-I . R.O. BARNESLEY
ABSTRACT 2134
UMIJ UHE
"" "'"
nES
SURV£'r UHE
~ BASIS D. BEAArNG: G.P.s. Tx. South Central 20nll, NAD.-27.
ll1IS P\JIT IoIo',T HOT $»OW ,ou CROSSJ'II:S Of' PIPElJI/Ell OR C\a£S. IIOOI'IHfO ~
}JjI) !iUI'o£TI'IC co.. ~ ASSIAI£S HO /lE5PIJIiSI9UT'1' TO L.OCA.TE Pf'U.II,E OR CIa..[ CIIOSSINCS.
HO CUIII 15 HDtElI'I' w.oc ~ C\R!£NT OR JCfUlL Sl.WJa/W([!IA(. fU ~ OR
1lSSOR. 1'1115 OIIAIYI'IG IW)( I'JIa.U5fYD.Y fOR !II.AJNCTCW IIES(UIClS 00K co. LP.
~ HOWI.AICl DICIl€tRN: NtO Sl.IIM"'I'Il'!G CO., N;:. 20130
153
..,a'WWj
HO •• :~.i. J
~-~ q
ENGINEERING AND SURVEYING CD.
,/YA~ ~rl``~i':!
·-~El \J~.'
EXHIBIT "A-31"
FlELDNOTES
FOR
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH LEASE 199129-001
RETAINED TRACT 31
(VAQUILLAS RANCH A-4 WELLS No. 150, No. 167 & No. 227)
567.81 ACRES
A TRACf OF LAND CONTAINING 567.81 ACRES, more or less, being out ofthe
Vaquillas Ranch Lease 199129-001,26,622.79 Acres (Called), situated in Survey 25,
C.C.S.D. & R.G.N.G. R.R. CO., Abstract 1042; and Survey 273, C.C.S.D. & R.G.N.O.
R.R. CO., Abstract 1141, Webb County, Texas, and being more particularly described as
follows:
BEGINNING at a point which bears N 34°45'22" E, a distance of820.70 feet, from the
Vaquillas Ranch A-4 No. ISO Well;
THENCE, S 01°11 '23" E, • distance of2,428.19 FEET, to a point for the Southeast
comer hereof;
THENCE, S 89°36'57" W, a distance ofl0,373.11 FEET, to a point for the Southwest
corner hereof;
THENCE, N 00"26'16" W, a distance 0[2,348.13 FEET, to a point for the Northwest
comer hereof;
THENCE, N 89°10'24" E, a distance of 10,341.47 FEET, to the POINT OF
BEGINNING and containing 567.81 acres of land, more or less.
Basis of Bearing: G.P.S., TX. South Zone, NAD-27
SHEET 1 OF2
H:UIO\VL.AND\SURVEYING DEPARTMENNob.s\20 13\22131.34-13\22\3 L34-1J.doc
www.howlandcompanies.com
7615 N. Bartlett Avenue : P.O. Box 451128 (7S045) . laredo, TX7B041 P. 956.722.4411 F.956.722.5414
TBPE Firm RegistratIon No. F-4097 i TBPLS Firm Registration No. 10Q464.00
>.~i?::·'f" :'
":g ..
154
155
SURVEY 26
VAQUILlAS r.:i LO
RANCH Z "
R.O. BARNESLEY H No. 152
LO~O""
- ' 0
SURVEY 273
ABSTRACT 2133
VAQUILlAS -¢- >-Cr:UE-<
C.C.S.D. & R.G.N.G. R.R. CO. VAQUILLAS RANCH ~oOl,,~
````
~
~
RANCH -¢-H No. 115
ABSTRACT 1141 -¢- H No. 226
~ ~
iiIODININO )
~
oj
N 89"10'24- E ... 10.341.47" SURVEY/UNIT UNE
VAQUIllAS / .... - ..
RANCH I I N J4'45'22" E
d A-4 No. 167 VAQU1LLAS 1;;1 I 620.70'
u
;., (9HL) _A
V
RANCH
A-4 No. 227
",I
1/
/
•
~ (")
'" "'" I ; ~ CONOCOPHllUPS COMPANY o -¢- VAQUILlAS ~o\!Il: ~
gg ci;:::
~
t
YAQU!LlAS RANCH LfASE 199129-001
26,622.79 ACRES (CALLED)
VAQUILLAS
RANCH
RANCH
A-4 No. 150
~
N
Z E-< I RErolJNED 561.81 N:;fiE UNIT A-4 No. 167
``U ~ ...
. (SHL)
~"'~
+ .____'- .
``....J
/
",oOl~
<=i ,Ii ----I'
SURVEY 25
C.C.S.D. & R.G.N.G. R.R. CO.
e
1_
Cf.I Z 'I.. _ _ 'f.. \ ABSTRACT 1042 0
l.i
u _, WEBB COUNTY. TEXAS U> >< ....
~!j~
``~ ---~--------------------~'~\----S-U-~--I-U-N-"--U-NE---------------'``S``~3.~'=07=·~W~H~1``-3-73-.-"~·----------------------------------------~ .
'"``'''"
COn:~
~ ~ C\l
.. -¢- "'"'``..
II A_4rv.::O~HI73
\ I • VAQUILLAS .",
>- :> t; SURVEY 987 VAQUILLAS
~\;!
~ .. ;s J. POITEVENT RANCH
~'"I': A-12 No. 16B-¢- "
CIJ ..,; !a.,
ABSTRACT 2061
><\ (BHL) 'I.(C.J. SURVEY 232
BERGSTROM
ABSTRACT 2148 VAQUllLAS GRAPHIC SCALE
><
VAQUILlAS
RANCH
A-12 No. 168
0 I
I I -¢-
VAQUllLAS
RANCH
RANCH
-r>-A-4 No. 151 ksJ,;;J..J'·r ( IN IUT l
T
\ (SHL) • I A-4 No. 121 , .... h _ l000f\.
EXHIBIT "A-31 "
CONOCOPHILLIPS COMPANY
VAQUIUAS RANCH LEASE 199129-001 N RETAINED TRACT 31
(VAQUIUAS RANCH A-4 WELlS No. 150. No. 167 & No. 227)
567.81 ACRES
WEBB COUNT'!', TEXAS
HO·. au. riW'l
'W1rjhLi``S``~
If§}. a\``l
ENGINEERING AND SURVEYING CO.
EXHIBIT "A-32"
FIELD NOTES
FOR
CONOCOPmLL~SCOMPANY
VAQUILLAS RANCH LEASE 199129-001
RETAINED TRACf 32
(VAQUILLAS RANCH C WELLS No. 84, No. 103, No. 160, & No. 246 S1")
460.44 ACRES
A TRACT OF LAND CONTAlNlNG 460.44 ACRES, more or less, being out ofthe
V.quillas Ranch Lease 199129·00 I, 26,622.79 Acres (Called), situated in Survey 232,
C.J. Bergstrom, Abstract 2148. Webb County. Texas, and being more particularly
described as follows:
BEGINNlNG at a point which bears S 25'59'31" W, a distance of2,521.75 feet, from
the Vaquillas Ranch C No. 84 Well;
THENCE, N 00°08'17" W, a distance of 1,437.56 FEET, to a point for a deflection left;
THENCE, N 00'30'00" W, a distance of5,218.37 FEET, to a point for the Northwest
comer hereof;
THENCE, N 89°36'.57" E, a distance of 131.54 FEET, to a point for the northernmost
Northeast corner hereof;
THENCE, S OO~8'50" E, a distance of2,901.83 FEET, to a point for an interior comer
hereof;
THENCE, N 89°56'18" E. a distance of 5,133.27 FEET, to a point for the southernmost
Northeast comer hereof;
THENCE, S 00'43'00" E, a distance of3,709.15 FEET, to a point for the Southeast
comer hereof;
THENCE, S 89'26'29" W, a distance of 5,286.78 FEET, to the POINT OF ,
BEGINNING, containing 460.44 acres of land, more or less. ,~
Basis of Bearing: G.P.S., TX. South Zone, NAD-27
SHEET 1 OF2
H:\HOWLAND\sURVEYING DEP ARTMEN1\Jobs\20 13U2131.J5-1l\2213 U5-13.doe
www.howlandcompanies.com
7615 N. Bartlett Avenue ; P.O. Bo)l;451U8 (78045) j laredo,1X78041 P. 956.722.4411 F.956.722.5414
TBPE FIrm RegistratIon No. M097 ; TBPLS FIrm RegistratIon No. 100464-00
156
EXHIBIT "A-32"
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH LEASE 199129-001 ~ RETAINED TRACT 32
(VAQUILLAS RANCH C WELLS No. 84. No. 103. No. 160. '" No. 246 sr)
460.44 ACRES
WEBB COUt((Y, TEXAS
SURVEY 273 1
C.C.S.D. &: R.G.N.G. I _N 8V.:se'S7" E
R.R. CO. '/ 131.54'
1 .'
•
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ABSTRACT 1141
•
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VAOUILLAS SURVEY 25 •
RANCH
A-4 No. 173
C.C.S.D. & R.G.N.G. R.R. CO. •
VAQUILlAS ABSTRACT 1042
RANCH
A-12 No. 168¥
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(BHL) •
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•
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VAQUlUAS
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RANCH •
..l..A-4 No. 247
V (BHl)
------
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V RANCH
C No. 160 C.J. BERGSTROM
SURVEY 987 ABSTRACT 2148
J. POITEVENT WEBB COUNTY. TEXAS
ABSTRACT 2061
____ !.!!1~ ___ A VARAOUN'llAS
CONOCQPH1LLIPS COMPANY
VAQU1LL.AS RANCH LEASE 199129-001
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VAQUILlAS,.¢
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SURVEY 230 / _ _ _ _Li
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W.R. AlLDREDGE
ABSTRACT 2523 il
I
POINTol\
S 89"2S'29- W ,.. 5.288.7S'
·1 ~
I: SURVEY 231
C.C.S.D. & R.G.N.G. R.R. CO.
11 ABSTRACT 1116
i:
GRAPHIC SCALE
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JOB No. 221~'.JS 1~
COP"I'RC>{T IfO'IIlNIO DIC:fI~ NiO SlJlM."nHC CO~ INC. 2013=
SHEET: 2 OF 2
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'. ~:&f;or
EXHIBIT"A-33"
FIELD NOTES
FOR
CONOCOPHIL~SCOMPANY
V AQUILLAS RANCH LEASE 199129-001
RETAINED TRACT 33
(VAQUILLAS RANCH WELL A-I0 No. 81, VAQUILLAS RANCH
B-1 WELLS No. 23, & No. 120)
382.64 ACRES
A TRACf OF LAND CONTAlNlNG 382.64 ACRES, more or less, being out of the
Vaquillas Ranch Lease 199129-001,26,622.79 Acres (Called), situated in Survey 233,
C.C.S.D. & R.G.N.G. R.R. CO., Abstract 1117, Webb County, Texas, and being more
particularly described as follows:
BEGINNING at a point which bears N 42°39'42" W, a distance of 1,797.35 feet, from
the Vaquillas Ranch B-1 No. 23 Well;
THENCE, N 89°08'54" E, a distance of 4,485.02 FEET. to a point under an existing
fence linc, for the Northeast comer hereof;
THENCE, S 00°19'51" E, along an existing fence line, a distance of 3,744.45 FEET, to
a point for the Southeast comer hereof;
THENCE, S 89°36'00" W, a distance of4,459.86 FEET, to a point for the Southwest
comer hereof;
THENCE, N 00°43'00" W, a distance of3,709.15 FEET, to the POINT OF
BEGINNING, containing 382.64 acres of land, more or less.
Basis of Bearing: G.P.S., TX. South Zone, NAD-27
SHEET 1 OF2
H:\HOWLANDISURVEYING DEPARTMENNobs\1O\3\21\31.36-\3\2113L36-13.doc
www_howlandcompanies.com
7615 N. BartlettAvenue P.O. Box 451128 (78045) l laredo, TIC 78041 P. 956.722.4411 F.956.722.5414
TaPE Arm Registration No. F-4097 ! TBPLS Firm RegistratIon No. lOO464-{lO
158
EXHIBIT "A-33"
CONOCOPHILLIPS COMPANY
VAQUlUAS RANCH LfASE 199129-001 ~ RETAINED TRACT 33
(VAQUlUAS RANCH A-l0 waL No. 81. VAQUlUAS RANCH 8-1 WELlS
No. 23. &: No. 120)
382.64 ACRES
WEBB COUNlY. TEXAS
:
I
I
SURVEY 24
R.O. BARNESLEY
ABSTRACT 2134
SURVEY 232
C.J. BERGSTROM
ABSTRACT 2148
CONOCOPHILLIPS COMPANY
VAQUILlAS RANCH LEASE 199129-001
26.622.79 ACRES (CALlED)
RErAlHED J82.M Iaf£. UNT
J,
z
...
~ SURVEY 271
~l``)(...!....-i(_- SURVEY 233 b C.C.S.D. & R.G.N.G.
VAQUILlAS C.C.S.D. & R.G.N.G. R.R. CO. ., R.R. CO.
VAQUILlAS
# RANCH C
No. 246 5T
ABSTRACT 1117
WEBB COUNTY. TEXAS -r;f-'
RANCH
No. 120 '"
ABSTRACT 1136
VA``~ (SHL)
C No. 246 51 -¢-
(BHL) VAQUlllAS
RANCH
A-l0 No. 81
- --- - - 4-----::-=:::-:::--:-:::-:::::-----1
S 89"3fI'OO· W ........ 4!59.86·
SURVEY 231 I
C.C.S.D. & R.G.N.G.
RR. CO.
ABSTRACT 1116
I
I
I
SURVEY 234
1
C.J. BERGSTROM
ABSTRACT 2146
1
~
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GRAPHIC SCALE
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"I' CHECKED BY: J.S.
JOO No. 221:::11.36-13
SHEET: 2 OF 2
159
HOWLAND
ENGINEERING AND SURVEYING CO.
EXBlBIT "A-34"
FIELD NOTES
FOR
CONOCOPIDL~SCOMPANY
V AQUILLAS RANCH LEASE 199129-001
RETAINED TRACT 34
(VAQUILLAS RANCH A-8 WELLS No. 59, No. 66, &
VAQUILLAS RANCH A No. 86)
606.84 ACRES
A TRACT OF LAND CONTAINING 606.84 ACRES, more or less, being out of the
Vaquillas Ranch Lease 199129·001,26,622.79 Acres (Called), situated in Survey 1649,
C.C.S.D. & R.G.N.G. R.R. CO., Abstract 1110, Webb County, Texas, and being more
particularly described as follows:
BEGINNING at a point which bears N 38'23'35" E, a distance of2,217.27 feet, from
the Vaquillas Ranch A-8 No. 59 Well;
THENCE, S 00°17'51" W, a distance 0[5,027.60 FEET, to a point for the Southeast
comer hereof;
THENCE, S 89°24'12" W, a distance of5,177.16 FEET, to a point for the Southwest
corner hereof;
THENCE, N 00°30'01" W, a distance of 5,115.58 FEET, to a point for the Northwest
corner hereof;
THENCE, S 89°37'46" E, a distance of 5,247.75 FEET, to the POINT OF
BEGINNING, containing 606.84 acres ofland, more or less.
Basis of Bearing: G.P.S., TX. South Zone, NAD-27
SHEET 1 OF2
H:\HOWLAND\sURVEYING DEPAR1MENl\JobsUO \3\22131.37-13\22131.37-I3.doc
www.howlandcompanies.com
7615 N. Bartlett Avenue , P.O. Box 451128 (78045) ! laredo, TX78041 P. 956.722.4411 F.956.722.5414
TBPE Firm Registration No. F4097 ; TBPLS Firm Registration No. 100464-00
160
EXHIBIT "A-34"
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH lEASE 199129-001 N RETAINEO lRACT 34
(VAQUILLAS RANCH A-8 WELLS No. 59. No. 65. '" VAQUILLAS RANCH A No. 86)
606.84 ACRES
WEBB COUNTY, TEXAS
:
I
SURVEY 1646 SURVEY 1648
srrz
rpo;;.~
O.A. '" F.A. C.M. SAWYER
ABSTRACT 3301 ABSTRACT 2441
I: (,~
,
r-----------``````~---l.-------~/~-------
S 89"37'46- E 1- S/l47.75'
I 4/
" ~";I
SURVEY 1927
T.M.R.R. CO. , ,'"'
ABSTRACT 1808
~I ~/
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I _6.'?/'
:
I
~7
,
I '
1/
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~
:a VAQUILlAS RANCH lEASE 199129-00 I VAOUlUAS
S
f-------~, 26,622.79 ACRES (CALlED)
RETAI£D 608.84 ...mE UNT
RANCH
A-B No. 59 .n
,
.'" '"
i
z
SURVEY 1649
C.C.S.D. '" R.G.N.G. R.R. CO.
ABSTRACT 1110
VAQUILlAS
RANCH
A-a No. 66
rc
V
~
..~
WEBB COUNTY. TEXAS
VAQUILLAS
-¢- RANCH
A No. 86
-.-----~-----------````~--------``-.--
~ 89'24"2- W ... 5.1".18' .. -
,
SURVEY 1906
T.T. R.R. CO.
ABSTRACT 3103
SURVEY 1653
e,C.S.D. & R.G.N.G. R.R. co.
ABSTRACT 1099
GRAPHIC SCALE
( IN fEEl" )
• IncIo _ loroR.
0+-11->'
WARNING: BASIS or BfARING: G.P.S. T~. So ... th ZOI'll!, NAD. 27.
nus ptAT WI'!' IiOl SHOll' ALI. CROSSt!GS Of I'\I'EIJhG OR a.a.r:s.. IlCJIII'lNIO ENC1I/I£ERN;
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NO Q).&I IS ItERmT ....c[ I!teN!P!IG OJRRDIT 011 IoCfUI.L SIRlF.ra:tJaNf1tAI. r:EI: 0II't0S>!P OR
FlEUl DATE
., PAGE :s DRAWN SY:
CHECKED av:
LA.F.
J.S.
u=R. nIlS 0IWI'IH(l WNX txQ..l.!SMl.Y RlII CCINOCOP1iU.1P5 COIWNIT. JOB No. 221J1.J7-1J
COPTlIlCHT ~ EHCNDiHD .lHO ~ 1;0., INC. 20130
SHEET: 2 or 2
161
HOWL.A``mJ
ENGINEERING AND SURVEYING CO.
EXHIBIT"A·35"
FIELD NOTES
FOR
CONOCOPRU J ,IPS COMPANY
VAQUILLAS RANCH LEASE 199129·001
RETAINED TRACT 35
(VAQUILLAS RANCH A·l1 WELLS No. 55, No. 58, No. 79 & No. 147)
640.00 ACRES
A TRACT OF LAND CONTAlNlNG 640.00 ACRES, mare or less, being out of the
Vaquillas Ranch Lease 199129-001,26,622,79 Acres (Called), situated in Survey 1651,
C,C.S,D, & R.G,N,G. R.R. CO" Abstract 1112, Webb County, Texas. and being more
particularly described as follows:
BEGINNING at a point which bearsN 46°43'15" W, a distance of799.66 feet, from the
Vaquillas Ranch A·II No. 79 Well;
THENCE, EAST, a distance of 5,173.18 FEET, to a point for the Northeast corner
hereof;
THENCE, S 00°01'12" E, a distance 0[5,422.60 FEET, to a point for the Southeast
comer hereof;
THENCE, WEST, a distance 0[5,077.78 FEET, to a point for the Southwest comer
hereof;
THENCE, N 01°30'06" W, a distance of3,788.66 FEET. to a point for a deflection
right;
THENCE, N 00°04'11" E, a distance of 1,635.25 FEET, to the POINT OF
BEGINNING and containing 640.00 acres of land, more or less.
Basis of Bearing: G,P.S" TJC South Zone, NAD·27
SHEET 1 OF2
H:\HOWLANDISURVEYING DEPARTMENl'Jobs\2013U2131.38-i3\22131.38-13.doc
www.howiandcompanies.com
7615 N. Bartlett Avenue , P.O. 80,,451128 (78045) i Laredo, 1)[ 78041 P. 956.722.4411 I F.956.722.5414
TBPE FInn Registration No. F-4097 I TBPLS Finn RegistratIon No. 100464-00
162
EXHI "A-35"
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH LEASE 199129-001 ~ RETAINEO TRACT 35
(VAQUILLAS RANCH A-11 WEU.S No. 55. No. 58. No. 79. '" No. 147)
640.00 ACRES
WEBB COUNTY, T£XIo.S
SURVEY 1647
C.C.S.D. &
R.G.N.G. R.R. CO.
ABSTRACT 11 01 i
I
SURVEY 1646
BLAS PENA
ABSTRACT 2396
~ _ N 46"43'15' W
p799.66·
f-o-- - - - - - - - - - -EAST
- -... ,&.173.18
........---------
SURVEY 1664
. W.H. TAYLOR
ABSTRACT 2877
~
A VAQU!UAS
V RANCH
A-l' No. 55
-----~
CONOCQPHIUIPS COMPANY
VAQUILlAS RANCH lEASE 199129-001
26.622.79 ACRES (CALLED)
RETAINED 540.00 II;fl£ UNTT -¢-
VAQUIUAS
RANCH
A-11 No. 58
SURVEY 1651
C.C.S.D. & R.G.N.G. R.R. CO.
ABSTRACT 1112
WEBB COUNTY. TEXAS
f-------
-¢- .;
u
VAQUILlAS
RANCH
SURVEY 1650 A-11 No. 147
C.M. SAWYER
ABSTRACT 2444
WEST ... ~.CfT1.7e·
SURVEY 1652
------1 GRAPHIC SCALE
W.H. TAYLOR
ABSTRACT 2876 ••
-p-VAaUIUA~
I RANCH
I L No. 196
'<
( tl /'EO' )
T
163
HOWlt``~
ENGINEERING AND SURVEYING CO.
EXHIBIT "A-36"
FIELD NOTES
FOR
CONOCOPHIL~SCOMPANY
V AQUILLAS RANCH LEASE 199129-001
RETAINED TRACT 36
(VAQUILLAS RANCH A-4 WELLS No. 121, No. 151, No. 173 & No. 247)
367.60 ACRES
A TRACT OF LAND CONTA1NING 367.60 ACRES, more or less, being out ofthe
Vaquillas Ranch Lease 199129·001,26,622.79 Acres (Called), situated in Survey 25,
C.C.S.D. & R.G.N.G. R.R.CO., Abstract 1042, Webb County, Texas, and being more
particularly described as follows:
BEGINNING at a point which bears N 72'18'31" W, a distance of 1,190.94 fee~ from
the Vaquillas Ranch A-4 No. 173 Well;
THENCE, N 89036'57" E, a distance 0[5,471.02 FEET. to a point for the Northeast
comer hereof;
THENCE, S 01°11'25" E, a distance of2,927.97 FEET, to a point for the Southeast
comer hereof;
THENCE, S 89°08'54" W, a distance of374.16 FEET, to a point for a deflection right;
THENCE, S 89'56'18" W, a distance of 5,133.27 FEET, to a point for the Southwest
comer hereof;
THENCE, N 00'28'50" W, a distance of 2,901.83 FEET, to the POINT OF
BEGINNING and containing 367.60 acres of land, more or less.
Basis of Bearing: G.P.S., TX. South Zone, NAD-27
SHEET 1 OF2
H:\HOWLAND\SURVh"YING DEPARTMENI\JobsUOI3122131.39-J3U2J31.39-13.doc
www.howlandcompanies.com
7615 N. BartJettAvenue I P.O. Box 451U8 (78045) ; laredo,1)( 78041 P.956.72Z.4411 F.956.nZ.5414
TBPE Arm Registration No. F-4097 I TBPLS Firm Registration No. 100464-00
164
EXHIBIT "A-36"
CONOCOPHILLIPS COMPANY
VAQUIUAS RANCH LEASE 199129-001 N RETAINED TRACT 36
(VAQUIUAS RANCH A-4 WEUS No. 121. No. 151. No. 173. '" No. 247)
367.60 ACRES
WEBB COUNTY, TEXAS
: -¢- i~
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ou VAOUILLAS t
'"
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::J.:d~ VAOU'wP I '.j!j1'
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I, RANCH
A-4 No. 167
1H
, (SHL)
cj
I, SURVEY 25
C.C.S.D. & R.G.N.G. R.R. CO.
, ABSTRACT 1042
WEBB COUNTY. TEXAS
N 72'18'3'· W
/,,190.94' I
_
``~ __-,/L-__7i______-!N~8V~3~.``~7~·~E~-``~'7~1~.02~·______________________~
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--- -y- RANCH
A-4 No. 173 CONOCOPHILLIPS COMPANY
VAQUllLAS
RANCH
A-12 No. 168A
(BHL) ¥
1:1
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•
VAQUILLAS RANCH LEASE 199129-001
VAQUILLAS
26,622.79 ACRES (CAlLED)
RETAiNm 357.eo N:iP£ UNIT
!•
w
VAQUlU.AS
i!"'
VAQUlllAS 0 RANCH
-¢-A-4 No. 121
RANCH
-¢-A-4 No. 151
RANCH
VAOUILlAS
A-12 No. 168
(SHL)
iii RANCH
~ A-4 No. 247
z o (SHL)
VAQUllLAS
RANCH
vr
A-4 No. 247·
~________________``(B_H``_-``.~______________``____ _
S 89'58'18· W ,.. 6.133.27" •
S 89"08'54- W
SURVEY 987 A VAQUILlAS 374.16'
J. POITEVENT Y RANCH I
C No. 160
ABSTRACT 2061
SURVEY 232
C.J. BERGSTROM
VAQUILlAS ABSTRACT 2148
RANCH
-¢- C No. 84
,,
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'MS P\.I.T "'T lICIT SfOJI ALL ~ OF PHlJKES OR CIa..ES. 1!O'II'I.AHtI'~
AHO SIJIIVI:THP CO. ftC. AS9.IoIES NO FIESPCIHSIIllIT TIl L.OC.'-TE ~ OR CIa..[ CI!OSSNGS.
~r!s`````` rttC7MIDlSHP OR " "'"'
W' •
DRAWN BY:
CHECKED BY:
SJ.t.I
J.S.
JOB No. 221.:n.J9 13
CCIP'r1'IICKl' tfCJWlA,'m DONEIRING N(J SUIM."!1NG co... N:. 20lJC
SHEET: 2 or 2
165
EXHIBITD
166
PARTIAL RELEASE OF OIL AND GAS LEASE
STATE OF TEXAS §
§
COUNTY OF WEBB §
WHEREAS on January 9, 1988, Vaquillas Ranch Company, Ltd., Vaquillas Unproven Mineral Trust and
Vaquillas Proven Mineral Trust acting therein through its general partners, J.O. Walker, Jr., Gene S. Walker,
Evan B. Quiros and E. Walker Quiros. as Lessors, and Canoee Inc.• as Lessee. entered into an Oil. Gas and
Mineral Lease dated November 1, 1987. covering 6,740 acres of land, more or less, hereinafter referred to as
~the Lease,· and;
WHEREAS the Lease description was amended May 31, 1988, by deleting the acreage covered from
6,740 acres, more or less, to include a revised total of 4,800 acres, more or less, as evidenced by
Memorandum of Oil and Gas lease, dated June 16, 1988; recorded In Volume 1303, Page 886 of the Real
Property Records of Webb County, Texas.
WHEREAS the Lease has also been amended from time to time, as reflected in the Public Records of
Webb County, Texas, and all references to the Lease herein shall be to the Lease as amended.
NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt of which Is hereby acknowledged, ConocoPhlilips Company, does hereby
RELEASE, RELINQUISH and SURRENDER unto the Lessor, all of its right, title and interest and estate in the
Lease SAVE AND EXCEPT THOSE LANDS AS MORE PARTICULARLY DESCRIBED ON THE EXHIBIT
"A," AND FURTHER DESCRIBED ON EXHIBITS A-1 THROUGH A-5 ATTACHED HERETO AND MADE A
PART HEREOF.
Provided, however, Lessee shali have and retain full rights of access and all easements of ingress and egress
over and across those lands covered by the Lease, including the lands which are hereby released, for the
production of oil and gas and operations in the acreage not hereby released, and Lessee shall not be required
to remove or relocate any pipelines, utilities, roads, tank batteries, or other surface equipment or installations
from any portion of the lease or lands herein released for so long as same continues to be used for the
exploration, development or operation of such portions of the Lease that continue in force and effect
This instrument is binding upon and inures to the benefit of the parties hereto, their heirs, successors and
assigns.
~ VOIm1e: 35T7 Page:44D-453
Executed this n day of f~\o",'Q"
I
. 2014. Doc # 1194181
OocType: PARTIAL RB£ASE OF Oil & GAS lEASE
Record DIlle: 21251201" 11:28:17 AM Record By: MIC
Fees $71.00
Margie Ramirez JbamI. Webb County Clerk
LESSEE:
::~OC~
Michael P. Rose
Attorney-In-Fact
25757Hl01
167
ACKNOWLEDGEMENT
STATE OF TEXAS §
§
COUNTY OF HARRIS §
ACKNOWLEDGED BEFORE ME, this rl '" day of 1"''''10"•• % ' 2014, by
Michael P. Rose, Attorney-in-Fact for ConocoPhiltips Company, a Delaware orporation, on behalf of said
corporation.
257577-001
168
OVERALL EXHIBIT "A" !
:\------,--'-iL
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH RETAINED TRACTS 1-5
i !! I
CONTAINING A TOTAL OF 2,379.77 ACRES j ii'
j--: A-, 'I I
" I ,,,,. ,
/ ~ __ -1-''''''''-,----'-----+-, _j
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!I !
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598.98
~s :
L ___ _
GRAPlfiC SCALE
300(1 0 1~,3OOD ~
,"---oj;;;;;jo-! ,
CONOCOPHILLIPS COMPANY
HOWLAND
ENGINEERINO AND SURVEYING CO.
TBPERmRrlglolr__ IIo.F'-OCm TBPl.5Fm1~lIo.l_
n.QUILIAS RANCH RETAINED
TRACTS BASE YAP
7111SN._ ......... I.anIcIO, TX.nGll
www.howtandcompanJas.com
P.IIM.nz..wll LEASE 2~7~77-001
WEBB COUNJY, TEXAS
WARNING: BASIS OF B£.I.RING: C.P.S. T•. South Zon ... NAD. 27.
ms Pl.lT w:t HOT Stm "'-L CRCSSIHCS Of I'If'£l.I'£S OR eo.au:s. IKJIIII..NlD ~c DRAWN BY: LAF./S.l,M.
1M) ~ co.. INC. J.SSULS HO ReiPCI'ISIIUlY TO LOCATE PF£I.K (II coa.t CIIOSSlNCS.
IO-II-1J
CHECKED aY: J.S.
~r::sH````,3'~u.W"~ FE£~ OR JOB No. 22160-13
SHEET: 1 Of 1
169
HOWLAND
ENGINEERING AND SURVEYING CO.
EXHIBIT "A-I"
F1ELDNOTES
FOR
CONOCOPmLLWSCOMPANY
VAQUILLAS RANCH LEASE 257577-001
RETAINED TRACT I
(VAQUILLAS RANCH L-6 WELL No. 211)
328.36 ACRES
A TRACf OF LAND CONTAINING 328.36 ACRES, more or less, being out of the VaquiUas
Ranch Lease 257577'{)01, 6,740.00 ActOS (Called), situated in Survey 1956, HE. Brock, AbslIact
2560, Webb County, Texas, and being more particularly described as follows:
BEGINNING at a found monument at fence comer, which bears N 70°15'08" W. a distance of
1,699.67 fee~ from the Vaquillas Ranch L-6 No. 211 Well;
THENCE, N 89~O'09" E, along an existing fence line, a distance of3,112.47 FEET, to a point
for the Northeast comer hereof;
THENCE, S 00°38'14" E, a distance of 4,600.71 FEET. to a point under an existing fence, for
the Southeast comer hereof;
THENCE, S 89030'49" W, along an existing fence line, a distance of 1,416.19 FEET, to a point
for a deflection right;
THENCE, S 89035'52" W, continuing along said existing fence 1ine, a distance of 1,696.63
FEET. to a found 60 D nail at fence comer, for the Southwest corner hereof;
THENCE, N 00°37'59" W, continuing along an existing fence line, a distance of 4,588.56
FEET, to the POINT OF BEGINNING, containing 328.36 acres of land, more or less.
Basis of Bearing: G.P.S., TIC. South Zone, NAD-27
,:
.'
SHEET! OF2
H:\HOWLAND\SURVEYING DEPARTMENNobs\20IJ\22160.1-1JI22160.I-IJ.doc
www.howlandcompanies.com
7615 N. Bartlett Avenue ; P.O. Box 45112B (78045) : Laredo, TX 78041 P. 956.722.4411 F. 956.722.5414
TBPE Firm Registration No. F4097 .- TBPLS Arm Registration No. 100464-00
170
EXHIBIT "A-1 "
CONOCOPH1LLlPS COMPANY
VAQUILLAS RANCH LfASE 257577-001
RETAINED TRACT 1
(VAQU1LLAS RANCH L-6 WELL No. 211)
328.36 ACRES
WEBB COUNTY. TEXAS
SURVEY 2096
D.C. FANNING
ABSTRACT 2228
,,
_---'1'-- _ _ _ ___ __ ~.,...,__-!N!..""~!!:·!!l09!..·~E,.:``3.!l11~2."'!...-_ _ ""\r"_________
-: -----!J.«r t,
Found IoIonl.lll'lllllt ,-~..'aor. 1m
o Fence Comer '6.9"9.ijjl..Jt
~-----T.59:r-----v VAQUILLAS RANCH
--- I
...... SURVEY 1955
G.C. & S.F. R.R. co.
L-6 No. 211 ABSTRACT 1326
CONOCOPHILLIPS COMPANY
VAQUILlAS RANCH LEASE 257577-001
6.740.00 ACRES (CALLED)
RETNNED J28.38 ACRE UNfT
VAOUILlAS RANCH
A-3 No. 200 (BHL)
SURVEY 1956
D.C. FANNING -!b
ABSTRACT 2591 z SURVEY 1956 VAOUlUAS RANCH
H.E. BROCK A-3 No. 200 (SHL)
ABSTRACT 2560
WEBB COUNTY. TEXAS
r cfound 60 0
~ .. Ko~ 0 Fencl! ComIIr
~-~.----~" '--~';-``'--~'~'``~':-~S``~30~"~2'.~W~·~"-1=;-~I---'S~.````~"~·~W;--<~-----~---'-------~--~
1.696.63' ~ 1,416.19'
SURVEY 2057
\ :
C.T. & M.C. R.R. CO.
ABSTRACT 965 \I
1: SURVEY 2056
"\ I, C.T. & M.C. R.R. CO.
ABSTRACT 2680
VAQUILlAS RANCH
A-5 No. 205
(SHl)O
VAQUILlAS RANCH
-¢- A-5 No. 205
(BHL)
VA``~-Q.
A-S No. 166
Ii: \
GRAPHIC SCALE II
T O VAQU1UAS "RANCH
A-5 No. 230
( "HErr)
(SHL~J
LEGEND
o .'"
HOWLAND
ENGINEERING AND SURVEYING CO.
-¢-
HORIZONTAl WELL
~.f.CE LOCATION
1 04-10-13
TBPE;FhnRogllt-.~f..Q11
761"'._"--.. ~
TlII'I.SIlm~_IOOoI64-CIO
1)(.7I!IU1 p.JM.122.oWn ---":,---- :: ~C£``
WWW'.howlQndcompllnles.eom - - - - - - - '" TIES
- - .. SURVEY lINE
WARNING: BASIS OF a[AAING: GJ>.S. b. SoLlIh Zone. HAD. 27.
rn:s PlAT I,IoI,T NOr 9I)W N.1. CROSStlc:s OF PftI..IIml OR CAllUS. IIOWI.NIO ~
.-NO $l.IFN£TtIG co~ tfe. ASSUoIES flO ~ 10 I,DCU'[ I'ftI.JI£ OR CAII..E ~
FlELD OIITE 000.
" , ORAWlII BY: .... LC.
NO Q)II,I 15 KER£BT WOC ~ CU!IIOa OR H;T\W. SURI'~ f"EE ~ 011
USSOR. un QR.\II'J'tG WOC aa.usvEl.T FOR ~ COIIPAIfT.
CIIP"rIIIQIT HC'M..IHD DONEERttC Ne:I ~ CO .. N:. 2CIIJC
" "' '" CHECKED BY: J.S.
~OB No. 22\60.\-\3
SHEET: 2 OF 2
171
HO````\ ~'ii,I~I[~®
'WW```` \1l``f7
ENGINEERING AND SURVEYING CO.
EXHIBIT"A·2"
FIELD NOlES
FOR
CONOCOPHllWWPSCOMPANY
VAQUILLAS RANCH LEASE 257577-001
RETAiNED TRACT 2
(VAQUILLAS RANCH L4 WELLS No. 95 & No. 105)
172.43 ACRES
A TRACT OF LAND CONTAINING 172.43 ACRES, more or less, being out of the Vaquillas
Ranch Lease 257577-001. 6,740.00 Acres (Called), situated in SE !4 of Survey 2060, C.C.
Marshall, Abstract 3329, Webb County, Texas, and being more particularly described as follows:
BEGINNING at a point which bears N 50°34'35" W, a distance of 490.36 feet, from the
Vaquillas Ranch L-4 No. 95 Well;
THENCE, N 89°18'10" E. a distance of 1,350.57 FEET, to a point for a deflection right;
THENCE, S 89°39'06" E, a distance of 1,338.93 FEET, to a point on an existing fence line, for
the Northeast comer hereof;
THENCE, S 00°18'08" E, along an existing fence line, a distance of2,765.12 FEET, to a found
fence comer post, for the Southeast comer hereof;
THENCE, S 89°15'36" W, along said existing fence line, a distance of2,691.33 FEET, to a
point for the Southwest comer hereof;
THENCE, N 00°48'19" W, a distance of 1,517.91 FEET, to a point for a deflection right;
THENCE, N 00"22'53" E, • distance ofl,273.82 FEET, to the POINT OF BEGINNING,
containing 172.43 acres of land, more or less.
Basis of Bearing: G.P.S., TX. South Zone, NAD~27
SHEETlOF2
H:\HOWLAND\SURVEYrNG DEPARTMEm\Job$\20\3\22\ fiO.l- B\22\60.2-13.doc
www.howlandcompanies.com
7615 N. Bartlett Avenue P.O. Box 451128 (78045) ! Laredo, 1)( 78041 P. 956.722.4411 F.956.722.5414
TBPE Finn Registration No. F-4097 • TBPLS Firm Registration No. 100464-00
172
EXHIBIT "A-2"
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH LEASE 257577-001
RETAINED TRACT 2
(VAQUILLAS RANCH, L-4 WEllS No. 95 /I< No. 105)
172.43 ACRES
WEBS COUNTY, TEXAS
I A VAQUILlAS
¥ RANCH
A-5 No. 126
SURVEY 2058
I
·
I
C.T. & M.C. R.R. CO.
A-2880
·
I 't
I! .~- .. - .. - .. ````~;-·--··-V"A"Q-U'"~: -~-------+------------1~,;!:-,
U-.
! I,.~,I·"·~:-
A-5 No. 118 A-5 _~Ol I' 8_ 1 .
SURVEY 2080 V 0 ..
C,TAa~T``T R:i~30CO, : ~:: i /~i!i
VAQUILLAS RANCH
A-S No. 40
, - - -- - - --i I
``~
=> Od CIl lj
o : SURVEY 2060
R.D. GUINN I
I rn U",
~
';i!
~ I ABSTRACT 3331
I ______ --``:h.;:b":.V``l~ E i ~=: E s SURVEY 1884
I 49Cl36'
tI.I hBi"
~i VAQUILLAS RANCH
L-4 No. 95
M.E. WIDEMAN
ABSTRACT 2501
SURVEY 2060
i:l i! ", (SHL)
R.D. GUINN "§ 11Pi -¢-VAQUlUAS RANCH
L-4 No. 95
ABSTRACT 3332 .... (BHL)
z
CONOCOPHILLIPS COMPANY ...
r------ VAQUILLAS RANCH LEASE 257577-001 8
6,740.00 ACRES (CALLED) co
I 0 ~ J: "'..NED 112.43 ACRE UN~ §
tOZM ••
OZM at ...
NSf-" :-~ SE 1/4 OF
~ ill
I> .
" u ~:;;
!l- VAQUIL~ RANCH SURVEY 2060
c. C. MARSHAlL
0:: A E-o Z L-4 No. 105 ABSTRACT 3329
=>~rIl
W--._._._._.l:-=--·'_...!.___ ;;:WE~IO",:"B,,":``::-U;;:~:i:'i:·.33;;TrEXA_S-t'--rl-- - - - - - - - - - -
S Ho>.I4C9l' T1IPLS flm~ No.. 1(I041I0I.00
o ,. HORIZOKTAl. WELL
stJRI'ACt LOC4l1OH
"'"-
UNIT UHE
, -" "
"
27-1J
7&ION._~ ~TX.1IIC4' P._122M11 rENCE UH£
WNW.how1andcompanles.com
.. n",
5U1IVEY ..... £
WARNING: BASIS OF BEARING: G.PS. T~. South Zone, NAD.-27.
,, ME. DRAWN BY: A.LC.
IISSOR. JIIIS 0AA>n<~ I&UlE: txcwSIVEl.Y fOR ~ COIFNf'f.
"' "' OlECKED BY: J.s.
IXII"I'I'iUtJ HCIIIII..lKI DlCHIIING AND SUM'nIIC CO., He. 2DIJO
JOB No.
SHEET: , OF ,
22160.2-1J
173
ENGINEERING AND SURVEYING CO.
EXHIBIT"A-3"
FIELD NOTES
FOR
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH LEASE 257577-1)01
RETAINED TRACT 3
(VAQUILLAS RANCH L WELLS No. 129, No. 137, No. 171, No. 135 & No. 196)
640.00 ACRES
A TRACT OF LAND CONTAINING 640.00 ACRES, more or less, being out of the Vaquillas
Ranch Lease 257577-001, 6,740.00 Acres (Called), situated in Survey 1661, C.C.S.D. &
R.G.N.G. R.R. CO., Abstract 1122; and Survey 1663, C.C.S.D. & R.G.N.G. R.R. CO., Abstract
1123, Webb County, Texas, and being more particularly described as follows:
BEGINNING at a point which bears N 52D 37'00" E. a distance of 1,377.16 feet, from the
VaquiUas RanchL No. 137 Well;
THENCE, S 00°36'33" W, a distance of 4,858.64 FEET, to a point for a deflection left;
THENCE, S 00°31'54" W, a distance 0[355.21 FEET, to a point for the Southeast corner
hereof;
THENCE, WEST, a distance of 5,314.75 FEET. to a point for the Southwest COmer hereof;
THENCE, N 00°07'00" W, a distance of 5,213.52 FEET, to a point for the Northwest corner
hereof;
THENCE, N 89°59'58" E, a distance 0[5,380.33 FEET, to the POINT OF BEGINNING,
containing 640.00 acres of land, more or less.
Basis of Bearing: G.P.S., TX. South Zone, NAD-27
SHEET! OF2
H:\HOWLAND\SURVEYING DEPARTMENl\Iobs\2013\22160.3-!3\22160.3-I3.doc
www.howlandcompanies.com
7615 N. Bartlett Avenue P.O. Box 45112B (78045) ! Laredo, 1)( 78041 P. 956.722.4411 F.956.722.5414
TBPE FIrm Registration No. F-4097 ; TBPL5 FIrm Registration No. 100464-00
174
CONOCOPHILLIPS COMPANY
VAQUILLAS RANCH LFASE 257577-001
RETAINED TRACT 3
(VAQUILLAS RANCH L WELLS No. 129, No. 137, No. 171, No. 135 & No. 196)
640.00 ACRES
WEBB TEXAS
SURVEY 1665
e.C.S.D. &
SURVEY 1664 R.G.N.G. R.R. CO.
W.H. TAYLOR • ABSTRACT 1124
ABSTRACT 2877
-¢-
VAOUlllAS
RANCH
A-l1 No. 147
CONOCOPH1LLlPS COMPANY
VAQU1LlAS RANCH lEASE 257577-001
6,740.00 ACRES (CAlLED)
RETAINED 640.00 ACRE UNIT
~
" VAQUIUAS
RANCH
L No. 196
~
SURVEY 1663
$ C.C.S.D. & R.G.N.G. R.R. CO.
!> ABSTRACT 1123
!! WEBB COUNTY. TEXAS
z
VAQUILlAS -¢-
RANCH
L No. 129
VAOUILLAS
RANCH
l No, 171
VAQUILlAS
RANCH
l No. 135
-- - - - - --- --- - - -- - - -- -$- --
WEST ... ~.314.7!5·
SURVEY 1661
C.C.S.D. & R.G.N.G. R.R. CO.
ABSTRACT 1122
--~
VAQUILlAS
RANCH
L No. 190 SURVEY 1668
-¢- VAQUIUAS I Y. VERGARA
RANCH • ABSTRACT 2490
l No. 136
GRAPIDC SCALE
-¢- I
:.00 0 ~:.oo 'DIXI
!ow__""" . T VAOULLLAS
RANCH
1 net. _ IDOOrt. -¢- L No. 134
~ BASIS OF BEAAlNG: c,p.s. Tx. South Zone, NAD.-27.
ms PU.T WIlY NOT SIIO'II' IU O!OSSHCS OF PI'ElJ/£S OR tAlUS. tK7IIIVHJ ~
N!O !aJ'M;Y'tIO CO•• NC. A$SlJ,I[S HQ ~ TO l..IX:-'lL I'IPELI!£ OR ~ C'!OS$NCS.
I«) aNII IS HtRDI'r loW)[ I!tCOIDIC aRI01T 011 ILT\W. SlW~ FU: ~ OR
l(SSOR. n.s DfWIIHG IoWlE EXI;1lISMl.y fOIl cottCICOPHUS'S COloiPNfY.
CCIPI'RDIT IIOfI\HIO ~ IHJ SlIM:YIHC 00., tIC. 2Ql~C
175
ENGINEERING AND SURVEYING CO.
EXHIBIT"A-4"
FIELD NOTES
FOR
CONOCOPHllWWPSCOMPANY
VAQUILLAS RANCH LEASE 257577"()01
RETAINED TRACT 4
(VAQUILLAS RANCH L WELLS No. 134, No. 136, No. 140, & No. 190)
598.98 ACRES
A TRACT OF LAND CONTAINING 598.98 ACRES, more or less, being out of the Vaquillas
Ranch Lease 257577-001. 6.740.00 Acres (Called). situated in Survey 1661. C.C.S.D. &
R.G.N.G. R.R. CO., Abstract 1122, Webb County, Texas, and being more particularly described
as follows:
BEGINNING at a point which bears S 69°30'42" W, a distance of 936.29 feet, from the
Vaquillas Ranch L No. 140 Well;
THENCE, N 00°00'04" E, a distance of 3,136.05 FEET. to a point for an exterior comer hereof;
THENCE, EAST, a distance of 611.10 FEET, to a point for an interior comer hereof;
THENCE, N 00007'00" W. a distance of 1,238.25 FEET, to a point for the Northwest corner
hereof;
THENCE, EAST, a distance of 5,314.75 FEET, to a point for the Northeast corner hereof;
THENCE, S 00°31'54" W. a distance of 4tl53.62 FEET, to a point for the Southeast comer
hereof;
THENCE, S 89il31'S4" W, a distance of2,354.96 FEET, to a point for an interior comer hereof;
THENCE, S OOOZ8'06" E, a distance of597.66 FEET, to a point for the South comer hereof;
THENCE, N 80025'28" W, a distance of3,582.90 FEET, to the POINT OF BEG1NNING,
containing 598.98 acres of land, more or less.
Basis of Bearing: G.P.S., TX. South Zone, NAD-27
SHEETIOF2
H:\HOWLANOISURVEYING DEPAR1ME\'1\IobsIJOI3\22J60.4-13\22160.4-13.doc
www.howlandcompanies.com
7615 N. Bartlett Avenue P.O. Box 451128 (78045) : Laredo, TX78041 P. 956.722.4411 F.956.722.5414
TBPE Arm Registration No. F-4097 : TBPLS Firm Registration No. 100464-00
176
EXHIBIT "A-4"
CONOCOPHllLiPS COMPANY
VAQUIUAS RANCH lEASE 257577-001
RETAINEO TRACT 4
(VAQUIUAS RANCH L WELLS No. 134, No. 136, No. 140, &: No. 190)
598.98 ACRES
WEBB COUNTY, TEXAS
i SURVEY 1663
VAQUIUAS -Q-
i~ VAQUlllAS
C.C.S.D. & R.G.N.G. R.R.
ABSTRACT 1123
co.
RANCH
L No. 129
itr" RANCH
L No. 171
i VAQUlllAS
RANCH
L No. 135
r··_··_··_··_··_··_··_··_··_··_··_··_··_··-.:r-··-··i
EAST ow .5.314.75'
SURVEY 1661
C.C.S.D. 8< R.G.N.G. R.R. CO.
z ABSTRACT 1122
WEBB COUNTY. TEXAS
fAST
___ _ r·:::'.::'·~10:..'~
VAQurUAS
-¢-VAQUIUAS RANCH
RANCH L No. 136
L No. 190 -¢-
CONOCOPHILLIPS COMPANY -¢- VAQUILLAS
VAQUILlAS RANCH LEASE 257577-001 RANCH
6,740.00 ACRES (CALLED) L No. 134
RETAINED 159B.V8 ACRE UNff
z
r-"-"-"-"
-- S 8Sr31 154 W ow 2,.354.96'
POIN'f or'\
BJlGOOfINCV
SURVEY 374
L. AYALA
ABSTRACT 2125 I
SURVEY 1660
C.C.S.D. & R.G.N.G. R.R. CO.
I ABSTRACT 2229
~
GRAPHIC SCALE
O:l3ll!>DO 'i
I
~----- [
, Inoh _ !rooFl.
i ..
0
LEGEND
,
Rm.lon ~
-¢-
- HORIZONTAL WELL
SURFACE: I..OCATIOH , 04-11 13
05-12 13
ENGINEERING AND SURVEYING CO.
,
• wm
.. IJIoIfT UH[ , 06-05-13
T8PEn..~",,-.....wr TBI'lSFmI~ND.'OO4&I-O:I
1'I15N._A_ u..do, lX.7!041 P.II56.t22M11
lWiW.howlandcompanies.com -
" f'DICE UH£
- - - - - TIES
, 10-22-13
• SURVEY UHE
WARNING: BASIS or BEAAlm>: G.P.s. Tx. South Zone. HAD. 27.
THIS PW' WAY Hal' SH:IW .IU. QIOSStlGS or
PI'El..N!i OR CIa!S. IQIWIO EHQHEERIHG FIELD DATE DAAWN B't'; A.LC./S.1.IoI.
NIl SIJ!f\ItTIIGco..
tIC. ASSlAI£S NO R£SPOICSI!lIlJI 'to lOCArt I'PQJNE OR coa.t CROSSIla::~.
````````g~.DIAI. FEE 0'fMRSIF OR "' CHECKED B't': J.S.
JOB No. 22160.~ 13
~ IIOWI.IHO ~ NIl su:M:YH:: co., He. 201Je
SHEET: 2 OF 2
177
EXHIBIT"A-S"
FIELD NOTES
FOR
CONOCOP~L~SCOMPANY
V AQUILLAS RANCH LEASE 257577-001
RETAINED TRACT 5
(VAQUILLAS RANCH L WELLS No. 138, No. 139, No. 133 & No. 188 ST)
640.00 ACRES
A TRACT OF LAND CONTAINING 640.00 ACRES, more or less, being out of the VaquiIlas
Ranch Lease 257577-00 I, 6,740.00 Acres (Called), situated in the West Y2 of Survey 1662. RE.
Farr, Abstract 2230; and Survey 1652, W.H. Taylor, Abstract 2876, Webb County, Texas, and
being more particularly described as follows:
BEGINNING at a point which bears S 41°48'58" E. a distance of782.90 feet, from the VaquiUas
Raneh L No. 138 Well;
THENCE, N 800 01'00" W. a distance of 1,834.72 FEET, to a point for the Southwest comer
hereof;
THENCE, NORTH. a distance of 1,133.33 FEET, to a point for an exterior comer hereof;
THENCE, EAST, a distance of97.21 FEET, to a point for an interior comer hereof;
THENCE, NORTH, a distance of 5,125.38 FEET. to a point for the Northwest comer hereof;
THENCE, S 89°33'23" E, a distance of 5,644.97 FEET, to a point for the Northeast comer
hereof;
THENCE, S 00°07'00" E, a distance of 4,247.26 FEET, to a point for an exterior comer hereof;
THENCE, WEST, a distance of3,943.78 FEET, to a point for an interior comer hereof;
THENCE, S 00 0 00'05" E, a distance of1,285.82 FEET, to the POINT OF BEGINNING,
containing 640.00 acres of land, more or less.
Basis of Bearing: G.P.S., TX. South Zone, NAD-27
SHEET 1 OF2
H:\HOWLAND\SURVEYmGDEPAR1MEmUobs\2013\22160.5-13\22160.5-13.doc
www.howlandcompanies.com
7615 N. Bartlett Avenue : P.O. Box 451128 (7S045) : laredo, lX 78041 P. 956.722.4411 F.956.722.5414
TaPE FIrm Registration No. F-4097 ; TaPLS Firm ReSlstration No. 100464-00
178
EXHIBIT "A-5"
CONOCOPHILLIPS COMPANY
VAQUIUAS RANCH LEASE 257577-001
RETAINED TRACT 5
(VAQUIUAS RANCH L WELLS No. 133. No. 138. No. 139 & No. 188 ST)
640.00 ACRES
WEBB COUNTY. lEXA.S
SURVEY 1650
-------------------.
C.C.S.D. &
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ABSTRACT 2444
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SURVEY 1652
SURVEY 1653 W.H. TAYLOR
C.C.S.D. & ABSTRACT 2878
R.G.N.G. R.R. CO. CONOCOPHILLIPS COMPANY
ABSTRACT 1099 VAQUILtAS RANCH
LEASE 257577-001
6.740.00 ACRES (CALLED)
i...•
RETAINED 840.00 ACRE UNrr
VAQUILlAS RANCH
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" '1' CHECKED BY: JS.
JOB No. 22160.5-U
SHEET: 2 or z
179
Filed
9/3/20144:05:53 PM
Esther Degollado
District Clerk
Webb District
2014CVQ000438 D4
CAUSE NO. 2014 CVQOOO 438 D4
VAQUILLAS UNPROVEN MINERALS, § IN THE DISTRICT COURT OF
LTD, §
Plaintiff, §
§ WEBB COUNTY, TEXAS
v. §
§
CONOCOPHILLIPS COMPANY, § 406th JUDICIAL DISTRICT
Defendant
PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION
TO THE HONORABLE JUDGE OF SAID COURT:
Vaquillas Unproven Minerals, Ltd. ("Vaquillas"), Plaintiff, complains of
ConocoPhillips Company ("Conoco"), Defendant, and respectfully shows:
I.
DISCOVERY CONTROL PLAN
1. Plaintiff affirmatively pleads that discovery should be conducted III
accordance with Texas Rule of Civil Procedure 190.4 (Level 3).
II.
PARTIES
2. PlaintiffVaquillas is a Texas Limited Partnership with its principal place of
business in Laredo, Webb County, Texas.
3. Defendant Conoco is a Delaware Corporation with its principal place of
business in Houston, Texas. Conoco has been served and appeared herein.
4. Pursuant to Rule 39(c)'s requirement to name, if known, any person
described in subdivision (a) (1)-(2) as persons to be joined if feasible, Vaquillas hereby
identifies ExxonMobil Corp., Devon Energy Production Co., L.P., Kim Lake Inc., and
PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION Page 1
190
Muryl Olinger. The reason they have not been made parties is because Vaquillas has
only recently determined (through Conoco's supplementation of its discovery responses)
that they are owners of interests in the oil and gas leases that are the subject of this
litigation. In addition, they appear to be parties to a Joint Operating Agreement under
which Conoco is the "Operator" and they are "Non-Operators." That operating
agreement provides for the defense of lawsuits such as this to be under the general
direction of a committee of lawyers representing the parties with the Operator's attorney
as Chairman, and includes provisions for the Operator and non -operators to share the
costs of the litigation. Based on the operating agreement's provision relating to defense
of lawsuits, Conoco's attorneys would act as Chairman in accordance with the operating
agreement. This issue has been raised with Conoco. Vaquillas stands ready to join these
persons and entities as parties if Conoco objects to their non-joinder, so long as it does
not delay the case or cause prejudice to Vaquillas.
III.
JURISDICTION AND VENUE
5. The District Courts of the State of Texas have jurisdiction over these claims
and these parties. Conoco's principal offices are in Houston, Texas, and its Texas oil and
gas operations are the subject of this cause.
6. This suit involves a dispute over two oil and gas leases which relate to real
property in Webb County, Texas. Venue is therefore proper (and mandatory) in Webb
County, Texas, under Sections 15.002(a) (I) and 15.011 of the Texas Civil Practice &
Remedies Code.
PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION Page 2
191
IV.
RELIEF SOUGHT
7. Vaquillas seeks a release of acreage previously the subject of an oil and gas
lease, specific performance, and monetary relief over $1,000,000.
V.
FACTS
8. Conoco has violated its agreement with Vaquillas by failing to execute and
deliver to Vaquillas a written release of all acreage in excess of 40 acres for each
producing and shut-in natural gas well capable of producing in paying quantities on
certain leased property that reverted to Vaquillas as a matter of law.
9. The following properties (the "Subject Property") are the subject of this
lawsuit:
26,622.79 acres ofland, more or less, situated in Webb County, Texas more
fully described in the Oil, Gas and Mineral Lease dated June 15, 1974 (as
amended) between Vaquillas Ranch Company, Ltd. et aI., as Lessor, and
Conoco Inc., as Lessee, a copy of which is recorded in Volume 460, Pages
324-330 of the Webb County Deed Records (hereinafter the "26,622.79
acre lease"); and
6,740 acres of land, more or less, situated in Webb County, Texas more
fully described in the Oil, Gas and Mineral Lease, dated effective
November 1, 1987, and entered into by and between Vaquillas Ranch
Company, Ltd., Vaquillas Unproven Mineral Trust, and Vaquillas Proven
Mineral Trust, as Lessor, and Conoco Inc., as Lessee, a Memorandum of
which is recorded in Volume 1303, Pages 886 et seq. of the Webb County
Real Property Records (hereinafter the "6,740 acre lease").
10. Plaintiff Vaquillas is successor-in-interest to the Lessor(s) with respect to
both oil and gas leases described above. Defendant Conoco is a successor-in-interest to
the Lessee(s) with respect to both oil and gas leases described above.
PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION Page 3
192
11. Both leases described in Paragraph 8 above have been amended and
supplemented a number of times. On or about November 1, 1987, the 26,622.79 acre
lease was amended to include a Paragraph 18. On the same date, the 6,740 acre lease was
entered into, containing the same Paragraph 18. This paragraph provides for the release
of acreage at the end of the continuous drilling program. In order to be engaged in a
continuous drilling program, Conoco must commence the drilling of a new well within 90
days after the completion of each well. At the end of the continuous drilling program
(i.e., when Conoco ceases to commence the drilling of new wells within the 90 day
period(s», Conoco is allowed to maintain its leases of the Subject Property only as to an
amount of acreage surrounding each well it drilled that is capable of producing in paying
quantities. Both leases require Conoco to execute and deliver to Vaquillas a written
release of any acreage not earned by drilling operations.
12. Under Paragraph 18 of both oil and gas leases, un-earned acreage reverted
to Vaquillas 90 days after Conoco ceased drilling wells under the continuous drilling
clause. In this case, that date occurred no later than June 21, 2012 ("Release Date").
This is the date ninety days after Conoco's Vaquillas Ranch A-7 No. 249 Well was
completed. Conoco's Vaquillas Ranch A-7 No. 249 Well was the last well it drilled on
the Subject Property.
13. Conoco takes the position that it has earned 40 acres per oil well and 640
acres per gas well. Conoco's position is not correct as to gas wells because it disregards
an important provision of both leases.
PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION Page 4
193
14. Paragraph 18 of both leases controls how much acreage Conoco is allowed
to retain for each well it has drilled. Paragraph 18 states that if the Railroad Commission
of Texas adopts a rule for the field that provides for a spacing or proration establishing
units of acreage per well different than 40 acres for oil wells or 640 acres for gas wells,
Conoco may retain only the acreage provided by the units established by virtue of the
spacing provided by the Commission's rule:
... Lessee covenants and agrees to execute and deliver to Lessor a written
release of any and all portions of this lease which have not been drilled to a
density of at least 40 acres for each producing oil well and 640 acres for
each producing or shut-in gas well, except that in case any rule adopted
by the Railroad Commission of Texas or other regulating authority for
any field on this lease provides for a spacing or proration establishing
different units of acreage per well, then such established different units
shall be held under this lease by such production, in lieu of the 40 and
640-acre units above mentioned. (Emphasis supplied).
15. After the November 1, 1987 amendment to the two leases, the Railroad
Commission did adopt a rule for the Vaquillas Ranch (Lobo Cons.) Field that provided
for spacing that established 40 acre units of acreage for each gas well rather than 640
acres. Therefore, Conoco is not allowed to retain more than 40 acres for each of the gas
wells it drilled on the Subject Property. The acreage to be released will hereafter be
referred to as the "Reverted Minerals."
16. On February 17,2014, Conoco filed of record in Webb County, Texas two
Partial Releases ("Partial Releases") of the two oil and gas leases, but these releases did
not release all the reverted acreage (i.e., all acreage in excess of 40 acres for each
producing and shut-in natural gas wells).
PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION PageS
194
17. Without waiver of its right to do so at a later time and retaining all of its
rights under the two leases in question, Vaquillas does not challenge by this cause
Conoco's rights or interest in the wells it drilled on the Subject Property and producing in
paying quantities at the Release Date.
VI.
CAUSES OF ACTION
18. The foregoing Paragraphs 1 to 15, which are incorporated by reference
herein as if recited verbatim, support the following causes of action and claims:
19. Breach of Contract: At the Release Date, the Reverted Minerals
automatically reverted to Vaquillas. Conoco was required to provide Vaquillas with a
fully executed and recordable release of Reverted Minerals under the 26,622.79 acre
lease and the 6,740 acre lease, but Conoco has failed and refused to provide Vaquillas
with a release of all acreage in excess of 40 acres for each producing and shut-in natural
gas well capable of producing in paying quantities. Vaquillas has suffered direct and
foreseeable and indirect or consequential damages from these breaches of contract in
excess of the minimum jurisdictional amount.
20. Specific Performance: Conoco has failed to provide Vaquillas with a
release of all acreage in excess of 40 acres for each producing and shut-in natural gas
well, as provided for in the leases. Conoco should be ordered to specifically perform this
obligation to provide to Vaquillas a release of all acreage in excess of 40 acres for each
producing and shut-in natural gas well capable of producing in paying quantities.
PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION Page 6
195
21. Removal of Cloud and Action to Quiet Title: As is set out above, the
26,622.79 acre lease and the 6,740 acre lease terminated as of the Release Date as to the
Reverted Minerals. Vaquillas would show that after making the oil and gas leases of the
Subject Property it was the owner of the reversionary interest in the mineral estate in the
Subject Property. On the Release Date, the mineral interest in the Reverted Minerals
reverted to Vaquillas. By Conoco's filing of the Partial Releases that did not release all
acreage in excess of 40 acres for each producing and shut-in natural gas well capable of
producing in paying quantities Conoco has clouded Vaquillas' title to the Reverted
Minerals, forcing Vaquillas to seek judicial confirmation of Vaquillas' interest in the
Reverted Minerals and judgment quieting title to the Reverted Minerals in Vaquillas.
22. Attorneys' Fees: As set out above, Conoco has breached (and continues to
breach) its obligation under the 26,622.79 acre lease and the 6,740 acre lease to execute
and deliver to Vaquillas a written release of all acreage in excess of 40 acres for each
producing and shut-in natural gas well capable of producing in paying quantities.
Vaquillas' claims have been presented to Conoco and Conoco has failed to release the
acreage in question within 30 days after presentment. Accordingly, Vaquillas is entitled
to its reasonable and necessary attorneys' fees with respect to this action. TEX. CIV.
PRAC. & REM. CODE §38.00 1.
23. Conditions Precedent: All conditions precedent to the bringing of these
claims has been performed or has occurred and Vaquillas was at all relevant times ready,
PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION Page 7
196
willing and able to timely perform and did perform all of its obligations under the two
leases.
VII.
REQUEST FOR DISCLOSURES
24. Pursuant to Texas Rule of Civil Procedure 194, Plaintiff requests that
Defendant supplement Plaintiff's request for disclosure pursuant the Texas Rules of Civil
Procedure.
PRAYER
25. For these reasons, Plaintiff Vaquillas Unproven Minerals, Ltd. asks for
judgment against Defendant ConocoPhillips Company for the following:
I. damages, both direct and indirect or consequential in excess of the
minimum jurisdictional amount;
II. judgment holding that the oil and gas leases in question have
terminated as to all acreage described in such leases except 40 acres
around the wellbore of each producing and shut-in natural gas well
drilled by Conoco and capable of producing in paying quantities;
111. judgment holding that the Partial Releases are in valid and
unenforceable, removing them from the title to the property made
the subject of this litigation, and quieting title in Plaintiff;
IV. judgment ordering Conoco to execute a written release of the
Reverted Minerals;
v. reasonable and necessary attorneys' fees;
VI. prejudgment interest as provided by law;
V11. post-judgment interest as provided by law;
V111. costs of suit; and
IX. all other relief to which Plaintiff is entitled.
Respectfully submitted,
By: lsi Gregg Owens
Gregg Owens
PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION Page 8
197
Gregg Owens, SBN 15383500
gregg.owens@haysowens.com
John R. Hays, Jr., SBN 09303300
john.hays@haysowens.com
Alicia R. Ringnet, SBN 24074958
alicia.ringuet@haysowens.com
HA YS & OWENS L.L.P.
807 Brazos Street, Suite 500
Austin, Texas 78701
(512) 472-3993
(512) 472-3883 Facsimile
Michael Jung, SBN 11054600
michaeljung@strasburger.com
STRASBURGER & PRICE, LLP
901 Main Street, Suite 4400
Dallas, Texas 75202-3794
(214) 651-4724
(214) 651-4330 Facsimile
Armando X. Lopez, SBN 12562400
mandox@rio.bravo.net
LAW OFFICES OF ARMANDO X. LOPEZ
1510 Calle Del Norte, Suite 16
Laredo, Texas 78041
(956) 726-0722
(956) 726-6049 Facsimile
Raul Leal, SBN 24032657
rleal@rl-lawfirm.com
RAUL LEAL INCORPORATED
5810 San Bernardo, Suite 390
Laredo, Texas 78041
(956) 727 -0039
(956) 727-0369 Facsimile
ATTORNEYS FORVAQUILLAS
UNPROVEN MINERALS, LTD.
PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION Page 9
198
CERTIFICATE OF SERVICE
I hereby certifY that a true copy of this document is being served on the following
persons by the means shown on this the 3rd day of September, 2014.
By: lsi Gregg Owens
Gregg Owens
Mr. Michael V. Powell via Electronic Mail
mpowell@lockelord.com
Ms. Elizabeth L. Tiblets
etiblets@lockelord.com
LOCKE LORD LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201-6776
Mr. Adolfo Campero via Electronic Mail
acampero@camperolaw.com
CAMPERO & ASSOCIATES, P.C.
315 Calle Del Norte, Suite 207
Laredo, Texas 78041
ATTORNEYS FOR DEFENDANT
CONOCOPHILLIPS COMPANY
PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION Page 10
199
Filed
7/30/201412:03:15 PM
Esther Degollado
District Clerk
Webb District
2014CVQ000438 D4
CAUSE NO. 2014CVQ000438 D4
VAQUILLAS UNPROVEN MINERALS, § IN THE DISTRICT COURT OF
LTD, §
§
Plaintiff, §
§
v. § WEBB COUNTY, TEXAS
§
CONocopmLLIPS COMPANY, §
§
Defendant. § 406TH JUDICIAL DISTRICT
DEFENDANT'S MOTION FOR SUMMARY JUDGMENT
TO THE HONORABLE JUDGE OF SAID COURT:
Defendant ConocoPhillips Company ("ConocoPhillips") moves, pursuant to Tex. R. Civ.
P. I 66a(b), for summary judgment that Plaintiff Vaquillas Unproven Minerals, Ltd.
("Vaquillas") take nothing by this action. There are no genuine issues of material fact, and
ConocoPhillips is entitled to judgment as a matter oflaw.
I. INTRODUCTION: VAQUILLAS' SUIT PRESENTS ONE ISSUE
ABOUT THE PROPER INTERPRETATION OF TWO OIL AND GAS LEASES
This action turns on the proper interpretation of certain language found in two Oil, Gas,
and Mineral Leases under which Vaquillas claims to be the sole current "Lessor," and
ConocoPhillips is the current Lessee. (See Plaintiff s Original Petition ~ 9). Vaquillas has
described the two Leases in paragraph 8 of its Original Petition as the "26,622.79 Acre Lease"
and the "6,740 Acre Lease," and ConocoPhillips has attached true and correct copies of those
two Leases (without amendments not pertinent here) as Exhibits A and B to the Declaration of
Dana C. Huebner attached at Tab 1 to this Motion for Summary Judgment (the "Leases").
DEFENDANT'S MOTION FOR SUMMARY JUDGMENT PAGEl
27
Although all of the language in the Leases is important, 1 Vaquillas bases all of its claims
in this lawsuit on the following language from Paragraph 18 of both Leases. 2 (ConocoPhillips
will indent and number the sentences and separate phrases quoted from Paragraph 18 in order to
facilitate later discussion of them.i
Sentence (1): On November I, 1990, Lessee covenants and agrees to
execute and deliver to Lessor a written release of any and all portions of this lease
which have not been drilled to a density of at least 40 acres for each producing oil
well and 640 acres for each producing or shut-in gas well,
Sentence (2): except that in case any rule adopted by the Railroad
Commission of Texas or other regulating authority for any field on this lease
provides for a spacing or proration establishing different units of acreage per well,
then such established different acreages shall be held under this lease by such
production, in lieu ofthe 40 and 640-acre units above mentioned;
Sentence (3): provided, however, that if at such date lessee is engaged in
drilling or reworking operations the date for the date for execution and delivery of
such release shall be postponed and the entire lease shall remain in force so long
1When interpreting an oil and gas lease, the Court must "examine the entire document
and consider each part with every other part so that the effect and meaning of one part on any
other part may be determined." Heritage Resources, Inc. v. NationsBank, 939 S.W.2d 118, 121
(Tex. 1996).
2Each of the alleged causes of action in Plaintiffs Original Petition is based on Vaquillas'
erroneous interpretation of Paragraph 18. See Plaintiffs Original Petition '11'11 17-20. This
Motion for Summary Judgment explains why Vaquillas' interpretation is wrong as a matter of
law. Consequently, this motion seeks summary judgment on the entire case.
3This quotation is from the "26,622.79 Acre Lease," as described in Paragraph 8 of
Vaquillas' Petition. The only difference between this language in the two Leases is that the
second lease, the "6,740 Acre Lease" described by Vaquillas starts with: "At the end of the
primary term, Lessee covenants and agrees .... "
DEFENDANT'S MOTION FOR SUMMARY JUDGMENT PAGE 2
28
as operations on said well or wells are prosecuted with reasonable diligence, and
if, after the completion or abandonment of any such well Lessee commences the
drilling of an additional well within Ninety (90) days from the completion or the
abandonment of the preceding well, or continuously conducts drilling operations
in good faith and with reasonable diligence on said lease without any cessation for
longer than Ninety (90) days, said lease shall remain in full force and effect
during such drilling operations and until the end of Ninety (90) days after the
completion or abandonment of the final well, at which time Lessee shall execute
and deliver to Lessor said written release, releasing all portions of the lease not
then so developed.
Sentence (4): Each retained unit shall contain at least one (1) well
producing or capable of producing oil or gas in paying quantities, and the acreage
within a unit shall be contiguous.
See Petition `` 11, 13; Huebner Declaration, Exhs. A & B (emphasis added).
The wells on the Leases produce gas, so the relevant "development" obligation and the
retained acreage size to which the parties agreed in Sentence (1), quoted above, is 640 acres.
There is no dispute between the parties that ConocoPhillips maintained the 26,622.79 Acre Lease
in full force and effect for many years after November 1, 1990, and the 6,740 Acre Lease in full
force and effect for many years after its primary term by continuous drilling. There is no dispute
that ConocoPhillips' continuous drilling operations ended at or about the time Vaquillas states in
Paragraph II of its Original Petition. Due to the end of continuous drilling operations, COPC
filed the Releases of Acreage that it believed were due to Vaquillas as stated in the final phrase
of Sentence (3) and in Sentence (4), copies of which are attached as Exhibits C and D to the
DEFENDANT'S MOTION FOR SUMMARY JUDGMENT PAGE 3
29
Huebner Declaration, filed herewith. ConocoPhillips' Releases of Acreage retained 640-acre
units around producing gas wells, as agreed in Sentence (1).
The sole dispute between the parties to this case turns the proper interpretation of
Sentence (2), quoted above. There is no disagreement that the Railroad Commission of Texas
(the "Commission") has adopted Field Rules for the Vaquillas Ranch (Lobo Cons.) Field, Webb
County, Texas. Those Field Rules apply to the wells at issue in this case. Those Field Rules,
originally effective February 24, 1998, were amended into their current form effective November
2,2010. The Field Rules for the Vaquillas Ranch (Lobo Cons.) Field, as amended, are attached
as Tab 2 to this Motion. The Court may take judicial notice of these Field Rules adopted by the
Commission, and ConocoPhillips requests it to do so. TEX. R. EVID. 201.
Vaquillas contends the Field Rules triggered the exception in Sentence (2) to the parties'
basic agreement of Sentence (1), which was that ConocoPhillips would retain 640 acres for gas
wells. (Plaintiffs Original Petition `` 13-14). Vaquillas contends that the Field Rules
"established different units of acreage per well," specifically only 40-acre units for gas wells, and
that consequently, COPC must forfeit, because of Paragraph 18, a great deal more acreage from
the two Leases than it already has released to Vaquillas. (See Plaintiffs Original Petition `` 14,
17,18,19).
For the reasons explained below, Vaquillas' contentions are wrong Under the
straightforward, plain meaning of Paragraph 18, the Commission's Field Rules do not "establish"
different units of acreage per well. Those Rules state only that no well may be drilled on less
than 40 acres, which is exactly the same minimum density that applied under the Commission's
Statewide Rules in effect for these Leases before the Commission adopted Field Rules. The
Field Rules say nothing about any maximum acreage that may be assigned to gas wells.
DEFENDANT'S MOTION FOR SUMMARY JUDGMENT PAGE 4
30
Consequently, nothing in the Field Rules is inconsistent with, or overrides, the parties' basic
agreement that gas wells retain 640 acres. Nothing about those Field Rules "establishes" any
unit different from 640 acres. 4
II. PERTINENT PROVISIONS OF THE TWO LEASES
As Texas oil and gas leases, the two Leases actually are conveyances by which the Lessor
granted a fee simple determinable in the minerals in and under the land described in the Leases
to the Lessee, who is more properly referred to as a "Grantee." Natural Gas Pipeline Co. v.
Pool, 124 S.W.3d 188, 192 (Tex. 2003); accord Anadarko Petroleum Corp. v. Thompson, 94
S.W.3d 550, 554 (Tex. 2002). By the first Lease, Vaquillas and its predecessors granted to
ConocoPhillips' predecessor the mineral estate in and under 26,622.79 acres of Webb County
land for "five years (called "primary term") and as long thereafter as oil, gas or other mineral is
produced from said land or land with which said land is pooled hereunder." By the second
Lease, Vaquillas and its predecessors did the same for an additional 6,740 acres of Webb County
land, except the term of that Lease was for "three years ... and as long thereafter as oil, gas or
other mineral is produced from said land or land with which said land is pooled .... "
"An oil, gas and mineral lease is indivisible by its nature. Production from any part of
the lease keeps the lease in effect during the primary term and for long as oil, gas and other
minerals are being produced as to all lands described in the instrument." Shown v. Getty Oil Co.,
645 S.W.2d 555, 560 (Tex. App.-San Antonio 1982, writ refd). Accord, Matthews v. Sun Oil
4 There are field rules that do "establish" maximum acreages. As one example, Tab 3 to
this Motion is a copy of the Final Order Adopting Temporary Rules and Regulations for the Big
Reef (Edwards) Field, Webb County. Rule 3 of that Field Rule establishes standard drilling and
proration units to be 160 acres. Those rules provide that "no proration unit shall consist of more
than ONE HUNDRED SIXTY (160) acres, plus a 10% tolerance. ConocoPhillips' point is that
the Field Rules for the Vaquillas Ranch (Lobo Cons.) Field do not establish any such
"maximum" units.
DEFENDANT'S MOTION FOR SUMMARY JUDGMENT PAGES
31
Co., 425 S.W.2d 330, 333 (Tex. 1968); Humphrey v. Seale, 716 S.W.2d 620, 622 (Tex. App.-
Corpus Christi 1986, no writ).
Accordingly, ConocoPhillips' extensive production from the two Leases entitles
ConocoPhillips to maintain the Leases in full force and effect as to all of the land covered by the
Leases until one of two events came to pass, both of which are "limitations on the grant." The
first limitation on the grant is found in the habendum clauses of the two Leases and is cessation
of production in paying quantities, an event that has not occurred. Under Vaquillas' arguments,
the second limitation on the grant is the requirement to deliver releases of undeveloped acreage
that is contained in Paragraph 18. Consequently, the question posed by Vaquillas' Petition is
whether by virtue of a second limitation on the grant contained in the two Leases,
ConocoPhillips must release thousands of additional acres it has earned by extensive drilling and
would continue to hold under the habendum clauses because Sentence (2) of Paragraph 18 means
it may retain only 40, rather than the agreed 640, acres around producing wells?
Note that both Leases expressly authorized ConocoPhillips to assign acreage up to 640-
acres (plus a tolerance of 10 percent) to gas wells. Paragraph 4 of both Leases grants optional
pooling authority to the Lessee and says:
... units pooled for gas hereunder shall not substantially exceed in area
640 acres each plus a tolerance often percent (10%) thereof, provided that should
governmental authority having jurisdiction prescribe or permit the creation of
units larger than those specified, for the drilling or operation of a well at a regular
location or for obtaining maximum allowable from any well to be drilled, drilling
or already drilled, units thereafter may conform substantially in size with those
prescribed or permitted by governmental regulations.
Paragraph 16 of both Leases created an additional limitation on the Lessee's pooling authority by
restricting the option to pool to leases covering land belonging to Vaquillas or in which
Vaquillas owned an interest, but that restriction is not pertinent here.
DEFENDANT'S MOTION FOR SUMMARY JUDGMENT PAGE 6
32
Accordingly, the normal and completely authorized block of acreage under these Leases
for gas wells is 640 acres. As noted above, that acreage for gas wells was expressly authorized
by the pooling clause. Under Sentence (1) of Paragraph 18, that was the parties' agreement for
"retained acreage" around gas wells at the time Paragraph 18 came into playas an active
limitation on the grant of a fee simple determinable to ConocoPhillips "as long thereafter as oil,
gas or other mineral is produced from said land or land with which said land is pooled .... "
(Leases ~2).
III. THE FIELD RULES
The Field Rules do not, on their face, say anything about a minimum density, or
minimum acreage around wells. (See Tab 2 to this Motion). The Field Rules state (with an
important exception) that wells must be at least 467 feet from property and lease boundaries
("lease line spacing") and at least 1,200 feet apart if they are drilled to the "same reservoir on the
same lease, pooled unit, or unitized tract" ("between well spacing"). The exception added by the
20 I 0 amendment to the Field Rules is that there is no between well spacing for wells drilled at
least 660 feet from the nearest property or lease boundary.
The minimum distances of 467 feet for lease line spacing and 1,200 feet for between well
spacing are the very same minimum distances set forth by Statewide Spacing Rule 37, which
governed wells on these Leases before the Commission adopted Field Rules. See 16 T.A.C. §
3.37(a)(l) (stating the Statewide Spacing Rule as follows: "No well for ... gas ... shall
hereafter be drilled nearer than 1,200 feet to any well completed in or drilling to the same
horizon on the same tract or farm, and no well shall be drilled nearer than 467 feet to any
property line, lease line, or subdivision line."). So, the Field Rules did not adopt any "different"
DEFENDANT'S MOTION FOR SUMMARY JUDGMENT PAGE 7
33
spacing rules from the Statewide Rules already in effect before the Commission promulgated
those Field Rules.
When, as here, a Field Rule of the Commission does not contain a well density
requirement, which is the minimum amount of acreage needed to drill a well, but does prescribe
minimum spacing requirements, one looks to the Commission's Statewide Rule 38, titled "Well
Densities," to ascertain minimum densities. 16 T.A.C. § 3.38. "Rule 38 establishes the minimum
number of acres to be assigned to each well in a given reservoir." 2 E. Smith & J. Weaver,
TEXAS LAW OF OIL AND GAS ~ 9.3(B) (2013). Statewide Rule 38(b)(2)(A) provides that for
spacing rules requiring a minimum 467 feet lease line spacing and 1,200 feet between-wells
spacing (which is the case for both the Statewide Spacing Rule 37 and the Field Rules for the
Vaquillas Ranch (Lobo Cons.) Field), the minimum number of acres that must be assigned to
each well is 40 acres. There is no maximum number of acres that may be assigned to each well.
Except for the requirement that there must be at least 40 acres, Rule 38 does not require acreages
of any particular size to be assigned to gas wells. s
The only relevant prohibition in Rule 38 is that "[nlo well shall be drilled on substandard
acreage," which means in this case, no well shall be drilled on less than 40-acre units. 16 T.A.C.
§3.38(b)(1). None of the applicable Commission rules prohibits drilling on, or retention of, units
larger than 40 acres per well. As stated above, neither the Field Rules nor Statewide Rule 38
5Proper interpretation of the Commission's Field Rules is, of course, a question oflaw for
the Court. See, e.g., State v. Bilbo, 392 S.W.2d 121, 122 (Tex. 1965) (interpretation of certificate
issued by the Commission presents a question oflaw).
DEFENDANT'S MOTION FOR SUMMARY JUDGMENT PAGES
34
establishes any maximum acreage per well. 6 Consequently, these parties' agreement that
ConocoPhillips may retain 640 acres of retained acreage around gas wells complies in every
respect with the Field Rules for the Vaquillas Ranch (Lobo Cons.) Field and Statewide Rule 3S.
As a matter of common sense, blocks of 640 acres plainly satisfy the requirement that there must
be at least 40 acres assigned.
As will be discussed in greater detail below, nothing in the Field Rules for the Vaquillas
Ranch (Lobo Cons.) Field requires, mandates, or-important here--"establishes" any units of less
than 640 acres.
Rule 3 of the Field Rules addresses proration. There is no factor in the proration formula
for the Vaquillas Ranch (Lobo Cons.) Field for the amount of acreage assigned to wells. Other
field rules do employ acreages as a factor for proration, but these Field Rules do not.
IV. ARGUMENT AND AUTHORITIES
A. The Word the Parties Chose for Paragraph 18: "Establish."
In order to decide this case, the Court must closely analyze the specific language these
parties chose to use for Paragraph IS of these Leases. The operative words from the exception in
Sentence (2), quoted above, are: "in case any rule adopted by the [Commission] for any field on
this lease provides for a spacing or proration establishing different units of acreage per well. then
such established different units shall be held under this lease by such production, in lieu of the ..
. 640-acre units above mentioned."
The leading Texas Supreme Court opinion on this type of language-which
ConocoPhillips says compels a decision in its favor-is Jones v. Killingsworth, 403 S.W.2d 325
6As noted above, the maximum acreage limitation for the wells at issue here is set forth in
Paragraph 4 of the Leases. Paragraph 4 prohibits ConocoPhillips from assigning more than 640
acres (Plus a 10 percent tolerance) to each gas well.
DEFENDANT'S MOTION FOR SUMMARY JUDGMENT PAGE 9
35
(Tex. 1965). In Jones, the Court was called upon to construe a pooling provision in an oil and
gas lease that provided, in pertinent part, as follows:
Units pooled for oil hereunder shall not substantially exceed 40 acres each in area,
and units pooled for gas hereunder shall not substantially exceed 640 acres each
plus a tolerance of 10% thereof, provided that should governmental authority
having jurisdiction prescribe or permit the creation of units larger than those
specified, units thereafter created may conform substantially in size with those
prescribed by governmental regulations.
Id. at 327 (emphasis added). The Railroad Commission promulgated Field Rules for the field
covered by the Jones lease, and those Field Rules required operators to assign a minimum of 80
acres to oil wells, but went further to permit them also to assign an additional 80 acres, for a total
of 160 acres to oil wells. Id.
The dispute before the Supreme Court was that the lessor, Jones, contended the language
of her lease authorized the lessee, Killingsworth, to unitize only 80 acres around oil wells.
Killingsworth, the lessee, contended the Field Rules permitted him to create units that conformed
substantially to the maximum acreage of 160 acres that was permitted for oil wells by the
applicable Field Rules. The Supreme Court decided the case for Jones by focusing on the
difference between two specific words-"prescribed" and "permitted"-that the parties had
employed in the Jones-to-Killingsworth lease. The Court held as follows:
The lessors did not consent to enlarge an oil proration unit to any size
permitted by governmental regulations. They gave their consent to enlarge a unit
of substantially 40 acres, but only to the extent of the size of units prescribed by
the regulatory authority. The fact that the Railroad Commission may permit a
much larger unit cannot be read into the lease contract when, as here, the authority
create larger units is expressly limited to units of the size prescribed by the
Railroad Commission. The Commission prescribed a unit of 80 acres. [The field
rules clearly say that there must be a proration unit of at least 80 acres, and there
may be larger units of not more than 160 acres]. * * *
The parties obviously knew when the lease contract was executed that a
permitted oil proration unit could conceivably be much larger in area than one
prescribed by governmental authority. To say that a lessee can pool lessors' land
DEFENDANT'S MOTION FOR SUMMARY JUDGMENT PAGE 10
36
with units of any size permitted by the Railroad Commission would defeat the
intention of the parties to restrict the size of the units to the size prescribed by
govemmental authority.
Id at 328 (emphasis in original).
The same analysis is applicable here. Before the exception in Sentence (2) of the
Vaquillas Leases, quoted above, comes into play, the Railroad Commission must "establish"
units for gas wells of a different size than 640 acres. The parties used the word "establish" twice,
saying first "establishing different units of acreage," and second, referring to "established
different units." The parties did not say the exception in Sentence (2) comes into play if the
Railroad Commission adopts a Field Rule that merely "permits" the creation of gas units of
fewer than 640 acres, and that is all the Field Rules for the Vaquillas Ranch (Lobo Cons.) Field
do. They permit operators to drill wells on a minimum of 40 acres, but they do not "establish"
40 acre units.
Unless words are specifically defined in oil and gas leases, Texas courts give those words
their "plain, ordinary, and generally accepted meaning." Heritage Resources, 939 S.W.2d at
121. The ordinary meaning of the word "establish" is "to settle, make, or fix firmly." BLACK'S
LEGAL DICTIONARY at 626 (9th ed. 2009). Similarly, an old Texas case says "established"
means "[m]ake steadfast, firm, or stable, to settle on a firm or permanent basis." Rowley v.
Braley, 286 S.W. 241,245 (Tex. Civ. App.-Amarillo 1926, writ dism'd). WEBSTER'S THIRD
NEW INTERNATIONAL UNABRIDGED DICTIONARY (1993) says "establish" means either "to make
firm or stable," or to "settle or fix after consideration by enactment or agreement." Id at 778.
Using those definitions, it is flatly incorrect for Vaquillas to argue that the Field Rules in
question "settle" or "fix firmly" that there must be only 40 acre units of acreage for gas wells.
Those Rules clearly do not. Those Rules provide nothing more than that gas wells must have a
DEFENDANT'S MOTION FOR SUMMARY JUDGMENT PAGE 11
37
minimum of 40 acres, and ConocoPhilIips' retained acreage blocks of 640 acres clearly meet that
minimum limit.
ConocoPhillips was well within its authority under the Vaquillas Leases' pooling clauses
to assign 640 acres to gas wells, and nothing in the Field Rules "established" or in any way
compelled ConocoPhilIips to reduce its units to any different size.
In order for the Court to give Sentence (2) the meaning for which Vaquillas contends, the
Court would have to rewrite that sentence in both Vaquillas Leases to say something like: "in
case any rule adopted by the Railroad Commission of Texas or other regulating authority for any
field on this lease provides for a spacing or proration [permitting] different units of acreage per
well, then such [permitted] different units shall be held under this lease by such production, in
lieu of the ... 640-acre units above mentioned." But this Court may not rewrite the Vaquillas
Leases in the guise of interpreting them. E.g., EOG Resources, Inc. v. Killam Oil Co., Ltd., 239
S.W.3d 293, 300 (Tex. App.-San Antonio 2007, pet. denied). And that is precisely the
interpretation the Supreme Court rejected in Jones. 7 "Prescribe" does not mean "permit," and
"establish" does not mean "permit."
B. The Presumption Against a "Limitation on the Grant."
For the reasons explained above, there is no room for doubt about the proper meaning of
Sentence (2). As explained above, "establish" does not mean "permit." Indeed, "establish"
means "to settle, make, or fix firmly," which is a far cry from "permit" or "allow." But even if
there were some possible doubt or ambiguity in Paragraph 18, the Court would be required to
interpret Paragraph 18 as ConocoPhillips contends because of the long-standing, very strong,
7The Supreme Court decided Jones v. Killingsworth in 1965, several years before either
of the Vaquillas Leases was executed. With knowledge of the Court's interpretation in Jones,
there can be little doubt that if these parties intended for Sentence (2) to apply when the Railroad
Commission merely permitted smaller units, they would have said so.
DEFENDANT'S MOTION FOR SUMMARY JUDGMENT PAGE 12
38
rule in Texas law that "the language used by the parties to an oil and gas lease will not be held to
impose a special limitation on the grant unless it is clear and precise and so unequivocal that it
can reasonably be given no other meaning." Rogers v. Ricane Enterprises, Inc., 773 S.W.2d 76,
79 (Tex. 1989). Accord, Anadarko Petroleum Corp. v. Thompson, 94 S.W.3d 550, 554 (Tex.
2002); Fox v. Thoreson, 398 S.W.2d 88, 92 (Tex. 1966); Knight v. Chicago Corp., 188 S.W.2d
564, 566 (Tex. 1945).
VaquiIIas wants the Court to interpret Sentence (2) of Paragraph 18 as a limitation on the
lessors' grant to ConocoPhiIIips of a fee simple determinable in the mineral estate in and under
all land described in the VaquiIIas Leases. Although ConocoPhillips disagrees, VaquiIIas even
describes Paragraph 18 as an automatic, self-executing limitation on VaquiIIas' grant to
ConocoPhiIIips. Paragraph 11 of Plaintiffs Original Petition alleges: "Under Paragraph 18 of
both oil and gas leases, un-earned acreage reverted to Vaquillas 90 days after Conoco ceased
drilling wells under the continuous drilling clause." VaquilIas even describes the additional
acreage it contends ConocoPhillips must release as the "Reverted Minerals." (Plaintiffs
Original Petition ~ 14). Accordingly, VaquiIIas wants the Court to interpret Sentence (2) to
result in ConocoPhilIips' loss of an additional thousands of acres of leasehold estate, i.e.,
VaquiIIas seeks a ruling from this Court that ConocoPhillips forfeited the thousands of acres
VaquiIIas calls the "Reverted Minerals," which are those acres included within the 640-acre
"Retained Units" that ConocoPhillips retained when it executed releases to Vaquillas under
Paragraph 18, but would not be within the only 40-acre blocks Vaquillas claims Sentence (2)
allowed ConocoPhillips to retain.
When the word "establish" in Sentence (2) is given its proper, ordinary meaning,
Vaquillas' interpretation of Sentence (2) is not a permissible--or even reasonable--
DEFENDANT'S MOTION FOR SUMMARY JUDGMENT PAGE 13
39
interpretation. That is especially true in view of the Texas Supreme Court's strong presumption
against construing lease provisions as limitations on the grant, which is what Vaquillas contends
Sentence (2) of Paragraph 18 is. Vaquillas' interpretation should be rejected as a matter oflaw.
V. THE SUMMARY JUDGMENT RECORD
The summary judgment record that ConocoPhillips places before the Court consists of:
1. The Declaration of Dana C. Huebner, attached as Tab I, which authenticates
copies of the two Leases and the Partial Releases of Oil and Gas Leases that ConocoPhillips has
already filed of record releasing acreage from the two Leases, but retaining 640-acre blocks of
acreage around producing gas wells.
2. The Field Rules for the Vaquillas Ranch (Lobo Cons.) Field, Webb County,
Texas, as amended, attached at Tab 2.
3. ConocoPhillips relies on Plaintiffs Original Petition to show what Plaintiff
contends in this case and for certain admissions therein that demonstrate that certain facts are
undisputed. ConocoPhillips has generally denied the allegations in Plaintiffs Original Petition.
If this Motion for Summary Judgment is denied, ConocoPhillips reserves all rights to contest the
allegations in the Petition.
VI. PRAYER FOR RELIEF
Defendant ConocoPhillips Company prays that this Motion for Summary Judgment will
be granted and that final judgment be entered that Plaintiff Vaquillas Unproven Minerals, Ltd.,
take nothing by this action. ConocoPhillips also prays for recovery of its costs and for all other
relief to which it is entitled.
DEFENDANT'S MOTION FOR SUMMARY JUDGMENT PAGE 14
40
CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the foregoing Defendant's Motion for
Summary Judgment was served via email on the following counsel of record for Plaintiff as
stated on this 30th day of July 2014:
Gregg Owens Raul Leal
Email: gregg.owens@haysowens.com Raul Leal Incorporated
Robert G. Hargrove 5810 San Bernardo, Suite 390
Email: rob.hargrove@haysowens.com Laredo, Texas 78041
Hays & Owens L.L.P. Tel: 956.727.0039
807 Brazos Street, Suite 500 Fax: 956.727.0369
Austin, Texas 7870 I Email: rleal@rl-Iawfirm.com
Tel: 512.472.3993
Fax: 512.472.3883
Michael Jung Armando X. Lopez
Strasburger & Price, LLP 1510 Calle Del Norte, Suite 16
90 I Main Street, Suite 4400 Laredo, Texas 78041
Dallas, Texas 75202-3794 Tel: (956) 726-0722
Tel: 214.651.4724 Fax: (956) 726-6049
Fax: 214.651.4330 (main) mandox@rio.bravo.net
Fax: 214.659.4022 (direct)
Email: michael.jung@strasburger.com
Counsel for Vaquillas Unproven Minerals, Ltd.
DEFENDANT'S MOTION FOR SUMMARY JUDGMENT PAGE 16
41
Dated: July 30, 2014 Respectfully submitted,
7n``c'7
Michael powell
State Bar No. 16204400
Email: mpowell@lockelord.com
Elizabeth L. Tiblets
State Bar No. 24066194
Email: etiblets@lockelord.com
LOCKE LORD LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201-6776
Tel: 214-740-8520
Fax: 214-740-8800
Adolfo Campero
State Bar No. 00793454
CAMPERO & ASSOCIATES, P.C.
315 Calle Del Norte, Suite 207
Laredo, Texas 78041
Tel: 956-796-0330
Fax: 956-796-0399
Email: acampero@camperolaw.com
ATTORNEYS FOR DEFENDANT
CONOCOPHILLIPS COMPANY
DEFENDANT'S MOTION FOR SUMMARY JUDGMENT PAGE 15
42
Filed
9/8/20144:12:20 PM
Esther Degollado
District Clerk
Webb District
2014 CVQOOO 438 D4
CAUSE NO. 2014 CVQOOO 438 D4
VAQUILLAS UNPROVEN MINERALS, § IN THE DISTRICT COURT OF
LTD., §
Plaintiff, §
§
v. § WEBB COUNTY, TEXAS
§
CONOCOPHILLIPS COMPANY, §
Defendant § 406th JUDICIAL DISTRICT
PLAINTIFF'S CROSS-MOTION FOR
PARTIAL SUMMARY JUDGMENT AND
RESPONSE TO DEFENDANT'S
MOTION FOR SUMMARY JUDGMENT
PLAINTIFF'S CROSS-MOTION FOR PARTIAL SUMMARY JUDGMENT AND
RESPONSE TO DEFENDANT'SMOTJON FOR SUMMARY JUDGMENT PAGEl
200
TABLE OF CONTENTS
I. SUMMARY ......................................................................................................................... 3
II. SUMMARY JUDGMENT STANDARD .......................................................................... 6
III. BACKGROUND ................................................................................................................. 7
A. The purpose of an oil and gas lease, as well as a retained acreage clause, is to develop
property to produce minerals ................................................................................................... 7
B. Spacing, density, and proration units .............................................................................. 8
C. The Leases contain a retained acreage clause limiting the amount of acreage Conoco
was allowed to retain for each well........................................................................................ 10
D. The Railroad Commission adopted spacing rules for the Vaquillas Ranch (Lobo
Cons.) Field .............................................................................................................................. 12
IV. ARGUMENT AND AUTHORITIES ............................................................................. 13
A. Under the plain language of the Leases, Conoco is entitled to retain no more than the
40-acre units per well established by the Railroad Commission ........................................ 13
B. Conoco's contention that the field rules for the Vaquillas Ranch (Lobo Cons.) field
do not establish 40-acre units requires the Court to disregard or to add words to the
Leases ........................................................................................................................................ 16
C. Jones v. Killingsworth, cited by Conoco, supports Vaquillas's position that the field
rules "establish" or "prescribe" 40-acre units, and operators are only "permitted" to
form larger units ...................................................................................................................... 19
D. Conoco's interpretation ignores the inherent role of drilling units as specifying the
minimum acreage required to drill wells, and thereby renders the word "spacing" in
Paragraph 18's agreed exception meaningless ..................................................................... 22
E. Conoco's argument regarding a presumption against a "limitation on the grant" is
not relevant to the question of whether Conoco is obligated to execute a formal release of
the Reverted Minerals. Further, the presumption does not apply in the context of
Paragraph 18's clear condition .............................................................................................. 24
V. CONCLUSION ................................................................................................................. 25
VI. SUMMARY JUDGMENT EVIDENCE ....................... ....................... ........................... 26
VI. PRAYER ........................................................................................................................... 28
PLAINTIFFS CROSS-MOTION FOR PARTIAL SUMMARY JUDGMENT AND
RESPONSE TO DEFENDANT'S MOTION FOR SUMMARY JUDGMENT PAGE 2
201
CAUSE NO. 2014 CVQOOO 438 D4
VAQUILLAS UNPROVEN MINERALS, § IN THE DISTRICT COURT OF
LTD., §
Plaintiff, §
§
v. § WEBB COUNTY, TEXAS
§
CONOCOPHILLIPS COMPANY, §
Defendant § 406th JUDICIAL DISTRICT
PLAINTIFF'S CROSS-MOTION FOR PARTIAL SUMMARY JUDGMENT AND
RESPONSE TO DEFENDANT'S MOTION FOR SUMMARY JUDGMENT
TO THE HONORABLE JUDGE OF SAID COURT:
Plaintiff Vaquillas Unproven Minerals, Ltd. ("Vaquillas") moves for partial
summary judgment against Defendant ConocoPhillips Company ("Conoco"), and urges
the denial of Cono co's motion for summary judgment, and in support respectfully shows:
I. SUMMARY
Vaquillas seeks a partial summary judgment holding that Conoco retains only 40
acres for each producing and shut-in gas well drilled by Conoco on the oil and gas leases
that are the subject of this lawsuit. Vaquillas also seeks denial of Conoco's motion for
summary judgment.
The central issue in this case is the legal interpretation of a retained acreage clause
that is identical in two oil and gas leases between Vaquillas, as lessor, and Conoco, as
lessee. Under both leases, Conoco was entitled to retain acreage for each producing or
shut-in gas well capable of producing in paying quantities upon the expiration of its
continuous drilling program. For each gas well Conoco drilled, it was entitled to retain
acreage equal to the size of units established by the spacing provided in the rules adopted
PLAINTIFF'S CROSS-MOTION FOR PARTIAL SUMMARY JUDGMENT AND
RESPONSE TO DEFENDANT'SMOTJON FOR SUMMARY JUDGMENT PAGE 3
202
by the Railroad Commission for the field of production, here 40 acres per well. Had the
Commission not adopted such rules, Conoco would have been entitled to retain 640 acres
per gas well. But that is not the case. Conoco did not drill the additional wells to
develop the leasehold acreage to the density provided by the Railroad Commission rules.
Accordingly, the leases terminated as to all but the 40 acres retained for each well, and
the remaining acreage reverted to Vaquillas.
The key language is in Paragraph 18 of both Leases:
... Lessee covenants and agrees to execute and deliver to Lessor a written
release of any and all portions of this lease which have not been drilled to a
density of at least 40 acres for each producing oil well and 640 acres for
each producing or shut-in gas well, except that in case any rule adopted
by the Railroad Commission of Texas ... for any field on this lease
provides for a spacing or proration establishing different units of
acreage per well, then such established different units shall be held
under this lease by such production, in lieu of the 40 and 640-acre units
above mentioned ...
(Emphasis added).l
Some 33,363 acres were leased to Conoco. As reflected in Conoco's written
releases, 208 wells were drilled under the leases prior to the expiration of the continuous
2
drilling program As it was entitled to retain 40 acres for each well, Conoco was entitled
to retain a total of up to 8,320 acres (208 x 40)3 The remaining 25,043 acres reverted to
Vaquillas (the "Reverted Minerals").
126,622.79 Acre Lease at ~ 18 (Ex. B-2 to Smith Aff.); 6,740 Acre Lease at ~ 18 (Ex. B-3 to Smith Aff.).
2 Conoco's Motion for Summary Judgment ("Conoco MSJ") at Exs. C and D.
3 This, of course, is assuming that each of the 208 wells is producing or capable of producing in paying
quantities. That issue is not before the Court in this motion.
PLAINTIFF'S CROSS-MOTION FOR PARTIAL SUMMARY JUDGMENT AND
RESPONSE TO DEFENDANT'SMOTJON FOR SUMMARY JUDGMENT PAGE 4
203
Summary judgment evidence establishes the following as a matter of law or
uncontested fact:
• The Railroad Commission of Texas adopted special field rules for the
4
Vaquillas Ranch (Lobo Cons.) Field
• Those field rules apply to the wells drilled by Conoco under the two
5
Vaquillas Leases
• The spacing provided for in the special field rules established units of
acreage for gas wells. 6
7
• Those units were different than 640 acres.
• The units established were 40 acres per well. 8
• Conoco ended its continuous drilling program on or about June 21, 2012
(90 days after the completion date of Conoco's Vaquillas Ranch A-7 No.
249 Well (API No. 42-479-41635), which is the last well drilled under the
continuous drilling program)9
• The leases terminated for all but 40 acres for each producing or shut-in gas
well capable of producing in paying quantities on June 21, 2012 (90 days
after completion of the above-referenced well), and the acreage thereby
reverted to Vaquillas lO
• Conoco was required to execute a formal release for the Reverted Minerals,
but has not done so as to most of the acreage that comprises the Reverted
·
Mmera Is. 11
Conoco acknowledges that it was not entitled to retain all the leasehold acreage,
but claims that it is entitled to retain significantly more than 40 acres per well, for a total
4Ex. A-I to Ringuet Aff., accord Conoeo MSJ at 4.
sId.
616 TAC § 3.38(b)(2)(A) (Ex. A-2 to Ringuet Aff.).
7Id.
sid.
9 Conoeo's Resp. to Interrogs. Nos. 16 & 17 at p. 8. (Ex. A-3 to Ringuet Aff.).
10 Ex. B-2 & B-3 to Smith Aff.
11 Ex. B-2 & B-3 to Smith Aff.; Exs. C & D to Conoeo Motion.
PLAINTIFF'S CROSS-MOTION FOR PARTIAL SUMMARY JUDGMENT AND
RESPONSE TO DEFENDANT'SMOTJON FOR SUMMARY JUDGMENT PAGE 5
204
12
of 23,671.63 acres. This stands in sharp contrast to the 8,320 acres retainable on the
basis of 40 acres per well. Conoco thus wrongfully claims title to 15,351.63 acres of the
Reverted Minerals. Conoco's wrongful claim of title to these disputed minerals forced
Vaquillas to file this case.
In support of its argument that it is entitled to retain 640 acres per well, Conoco
argues that the Commission did not "establish" 40-acre units because the units
established by the special field rule for the Vaquillas Ranch (Lobo Cons.) Field only set
out the minimum amount of acreage for drilling units required to drill a well. Conoco
also suggests that the 40-acre units established by the special field rules for the Vaquillas
Ranch (Lobo Cons.) Field do not trigger the exception set forth in Paragraph 18 because
they are not different than the 40-acre units established by the statewide rules. Each
contention misses the point and requires that certain language be ignored and that other
words be added to the Leases, contrary to accepted rules of contract instruction.
II. SUMMARY JUDGMENT STANDARD
This is a "traditional" motion for summary judgment, filed pursuant to Rule
166a(c), as to certain of Va quill as's claims against Conoco. "[T]here is no genuine issue
as to any material fact and [Vaquillas is] entitled to judgment as a matter of law on the
issues expressly set out in the motion.,,13
12 Conoeo MSJ at Exs. C and D.
13 TEX. R. CIV. P. 166a(e).
PLAINTIFF'S CROSS-MOTION FOR PARTIAL SUMMARY JUDGMENT AND
RESPONSE TO DEFENDANT'SMOTJON FOR SUMMARY JUDGMENT PAGE 6
205
III. BACKGROUND
A. The purpose of an oil and gas lease, as well as a retained acreage clause, is to
develop property to produce minerals.
An oil and gas lease is, at its core, a bargain struck by a landowner/lessor to have
developed the hydrocarbons beneath his land with another who has the experience and
capability to do so by undertaking the complex process of drilling and producing those
hydrocarbons.14 The landowner/lessor wants the mineral value of the land developed; the
oil and gas company/lessee wants the opportunity to make a profit. In order to have their
minerals developed, landowners/lessors generally must transfer the rights to explore,
drill, produce, and market the minerals to an oil and gas company with the skill and
15
financial ability to do so, such as Conoco. The oil and gas lease is the instrument that is
almost invariably used to transfer these rights to the oil and gas company. 16 In return for
the risk assumed by the oil and gas company, it receives the lion's share of the profit
derived from production and a generous time period (typically so long as production is
obtained and maintained in paying quantities) within which to continue operations on the
lease.
Absent an express limitation in the lease, a lessee's rights under an oil and gas
lease may continue, as to the entire property, for an indefinitely long period of time. This
is the case because leases are typically structured so that if oil or gas in paying quantities
is found during the lease's primary term, the oil and gas company's rights to operate will
14 1 Ernest E. Smith and Jacqueline Lang Weaver, Texas Law of Oil and Gas § 4.1(B) (2014).
15 ld.
16 ld.
PLAINTIFF'S CROSS-MOTION FOR PARTIAL SUMMARY JUDGMENT AND
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continue for so long thereafter as any well is producing oil or gas in paying quantities on
the leased property. 17
Oil and gas leases frequently contain a retained acreage clause that provides
operators with the choice and flexibility to develop the acreage to a specified density, or
to not do so and have acreage revert to the landowners/lessors. The retained acreage
clause also helps the landowners/lessors ensure that his property is fully developed within
a reasonable period of time, by allowing development of reverted acreage by another
lessee. IS In specifying the density for development, the clause may provide for reference
19
to Railroad Commission rules.
B. Spacing, density, and proration units.
The Railroad Commission is responsible for preventing waste of the state's oil and
gas natural resources and protecting the correlative rights of mineral owners, and it
20
adopts statewide rules and special field rules as means to accomplish this end Special
field rules for a given field (reservoir) are commonly referred to simply as "field rules."
Field rules typically address, among other things, spacing requirements. The
Railroad Commission's spacing requirements typically establish the minimum distance a
well can be located to the nearest lease line, property line, or subdivision line, and to
21
other wells on the same lease completed in the same reservoir Spacing in effect
17 ld.
18 1 Smith & Weaver § 5.2(B)(3).
19 1 Smith & Weaver § 5.2(B)(3) (citing ConocoPhillips Co. v. Ramirez, 2006 WL 1748584 (Tex. App.-
San Antonio 2006, no pet.) (mem. op.).
20 R.R. Com'n of Texas v. WED Oil & Gas Co., 104 S.W.3d 69 (Tex. 2003).
21 16 TAC § 3.37.
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mandates that a certain number of acres be allotted to a given well, and is intertwined
with "density."
The Railroad Commission's "density" requirements govern the number of wells
22
that may be drilled on a given amount of acreage in a reservoir The density
requirement does so by prescribing the minimum required size of the "drilling unit" - the
minimum number of acres the operator must have to drill a well. 23 This is the essential
nature of the drilling unit. The "drilling unit" is on occasion also referred to as a "spacing
unit" or a "development unit.,,24 Such units are by their nature minimum-sized units,
because they prescribe the minimum acreage required to obtain a Railroad Commission
permit to drill a well. An operator may always drill a well with more acreage than the
mmlmum.
The Railroad Commission also regulates production levels to prevent waste and
protect correlative rights. One way this is done is through specification of "prescribed"
"proration units" for a field. These units are often confused with drilling units, though
they are very different. A prescribed proration unit does not address the number of acres
25
necessary to drill a we1l It simply specifies the maximum amount of acres that an
operator may assign to a well as the proration unit for that well. In tum, the Commission
uses the well proration units designated by operators for the purpose of assigning
2216 TAC § 3.38. (Ex. A-2 to Ringuet Aff.)
23 16 TAC § 3.38(a)(2), (d)(l). (Ex. A-2 to Ringuet Aff.)
242 Smith & Weaver § 1O.1(B)(2).
25 See 2 Smith & Weaver § 1O.1(B)(2).
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26
production allowables that allocate total field production among individual wells
Prescribed proration units are by their nature maximum-sized units, because they
prescribe the maximum acreage that an operator may assign to a well as a proration unit
for production allowable purposes. An operator may always assign fewer acres to its
proration unit than the maximum.
C. The Leases contain a retained acreage clause limiting the amount of acreage
Conoco was allowed to retain for each well.
27
The properties that are the subject of this lawsuit are a 26,622.79-acre tract and a
6,740-acre tract,28 both located in Webb County, Texas. Vaquillas is the successor-in-
interest to the original lessor(s) under both the 26,622.79-acre lease and the 6,740-acre
lease (the "Leases,,)29 Defendant Conoco is a successor-in-interest to the original
lessee(s).
The Leases have been amended and supplemented a number of times. On or about
30
November 1, 1987, the 26,622.79-acre lease was amended to include Paragraph 18 On
the same date, the 6,740-acre lease was entered into, containing the same Paragraph 18.
This paragraph provides for the release of acreage at the end of the continuous drilling
26
16 TAC § 3.38(a)(3). (Ex. A-2 to Ringuet Aff.)
27
26,622.79 acres of land, more or less, situated in Webb County, Texas more fully described in the Oil,
Gas and Mineral Lease dated June 15, 1974 (as amended) between Vaquillas Ranch Company, Ltd. et aI.,
as Lessor, and Conoco Inc., as Lessee, a copy of which is recorded in Volume 460, Pages 324-330 of the
Webb County Deed Records (hereinafter the "26,622.79-acre lease"). (Ex. B-2 to Smith Aff.).
28
6,740 acres ofland, more or less, situated in Webb County, Texas more fully described in the Oil, Gas
and Mineral Lease, dated effective November 1, 1987, and entered into by and between Vaquillas Ranch
Company, Ltd., Vaquillas Unproven Mineral Trust, and Vaquillas Proven Mineral Trust, as Lessor, and
Conoco Inc., as Lessee, a Memorandum of which is recorded in Volume 1303, Pages 886 et seq. of the
Webb County Real Property Records (hereinafter the "6,740-acre lease"). (Ex. B-3 to Smith Aff.).
29 See Ex. B Smith Aff.
30 The retained acreage clause found in Paragraph 18 was also in the original 26,622.79-acre lease. In the
original 1974 lease, the clause was found in section 12(g). (Ex. B-2 to VAQ Aff.).
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program. In order to be engaged in a continuous drilling program, after the end of the
primary term, Conoco must commence the drilling of a new well within 90 days after the
completion of each well. At the end of the continuous drilling program (i.e., when
Conoco elects to cease commencement of the drilling of new wells within the 90 day
period(s», the Leases are maintained only as to an amount of acreage for each producing
or shut-in gas well that is capable of producing in paying quantities. The Leases go on to
require Conoco to execute and deliver to Vaquillas a written release of any acreage not
retained.
Paragraph 18 states in pertinent part:
... Lessee covenants and agrees to execute and deliver to Lessor a written
release of any and all portions of this lease which have not been drilled to a
density of at least 40 acres for each producing oil well and 640 acres for
each producing or shut-in gas well, except that in case any rule adopted by
the Railroad Commission of Texas or other regulating authority for any field
on this lease provides for a spacing 2.!: proration establishing different
units of acreage per well, then such established different units shall be
held under this lease by such production, in lieu of the 40 and 640-acre
units above mentioned.
(Emphasis added)3l
Conoco and Vaquillas thus agreed to an exception to Conoco's otherwise-existing
right to retain 640 acres for each gas well. If the Commission adopts a rule for the field
providing for spacing or proration that establishes units of acreage different than 40 acres
[oil wells] or 640 acres [gas wells], Paragraph 18's "except" provision is triggered and
Conoco therefore retains only the amount of acreage per well established by the spacing
provided in the Railroad Commission's rules for the field. The expressed intent of the
31 Exs. B-2 & B-3 to Smith Aff. at ~ 18.
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parties' agreed exception is clear. In lieu of the default 640 acres, the units established by
the Railroad Commission's rules for the field were to determine the amount of acreage
that would be retained for each well.
D. The Railroad Commission adopted spacing rules for the Vaquillas
Ranch (Lobo Cons.) Field.
The Railroad Commission of Texas adopted spacing rules in its special field rules
for the Vaquillas Ranch (Lobo Cons.) Field 32 Each of the wells drilled under the Leases
is in the Vaquillas Ranch (Lobo Cons.) Field 33
After the November I, 1987, amendment to the Leases, at Conoco's request, the
Railroad Commission adopted rules specifically for the Vaquillas Ranch (Lobo Cons.)
Field. These field rules, which were initially adopted on February 24, 1998, contained
spacing rules providing that no well could be drilled nearer than 467 feet to any property
line, lease line, or subdivision line (the "lease-line spacing" requirement), and that no
well could be drilled nearer than 1,200 feet from any other well (the "between-well
spacing" requirement)34 Under such rules, the established spacing unit (i.e., drilling
unit) was a minimum of 40 acres per well.
On or about November 2, 2010, and agam at Conoco's request, the Railroad
Commission held a field rule hearing for the Vaquillas Ranch (Lobo Cons.) Field.
Following the hearing, the Commission amended the rules for the field, leaving the 40-
32 Conoco MSJ at 4.
331d.
34 The 467 foot lease-line spacing and 1,200 foot between-well spacing requirements happen to be
identical to the requirements set out in Statewide Rule 37, which would apply in the absence of field
rules. The Commission, through its adoption of special field rules for the field, considered the evidence
presented and in its expertise concluded that this was the appropriate spacing rule for development in this
particular field. (Ex. A-4 to Ringuet Aff.J.
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35
acre drilling unit requirement intact The 1998 field rules, as amended, remain in effect
today.
The amended field rules continue to provide for lease-line spacing of 467 feet, and
between-well spacing of 1,200 feet, with one exception. As has become common for
certain types of fields, in the 2010 amendments to the field rules, the Commission
eliminated the minimum between-well spacing requirement for wells located at least 660
feet from the nearest property line, lease line, or subdivision line. This gave the operators
36
in the field greater flexibility in locating wells. The 40-acre established drilling unit
37
requirement continued to apply for all wells drilled in the field
IV. ARGUMENT AND AUTHORITIES
A. Under the plain language of the Leases, Conoco is entitled to retain no more
than the 40-acre units per well established by the Railroad Commission.
Paragraph 18 of the Leases unambiguously provides that when the Railroad
Commission adopts field rules that provide for spacing "establishing different units of
35 Ex. A-5 to Ringuet Aff.
36 Conoco sought to eliminate the between-well spacing requirement for interior wells because the area is
highly faulted. Because of the complexity of the geology, the difficulty of developing the many separate
fault blocks in the field, and the desire to ensure all the "sweet spots" were produced, the between-well
spacing requirement for interior wells was eliminated. See Ex. A-5 to Ringuet Aff.
37 Importantly, while the field rules were amended in 2010 to remove the between-well spacing
requirement for interior wells, the amendments did not affect the density requirement for any wells drilled
on the Subject Property. As discussed above, the purpose of the elimination of the between-well spacing
requirement for interior wells was to promote production in a tight formation and deal with structural
anomalies. The effect was not to amend or remove the density requirement. The Commission did not
amend or eliminate the acreage requirement for drilling wells, including interior wells, in the field.
Where field rules are amended, but the amendments do not expressly amend, eliminate, or address an
already-existing portion of the field rule, that section of the rule is unaffected by the amendments. After
the 2010 amendments, the Commission continued to require standard drilling units of 40 acres per well.
See, e.g., "Field Rules Display" for the field on the Commission's website. (Ex. A-I to Ringuet Aff.J.
Further, the 40-acre standard drilling unit requirement is consistent with Conoco's W-l drilling permits.
~ W-l for API No. 42-479-41635. (Ex. A-6 to Ringuet Aff.J.
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acreage per well, then such established different units shall be held under this lease by
such production, in lieu of the 40 [for oil wells land 640-acre [for gas wells1 units above
mentioned.,,38 The Railroad Commission did adopt field rules providing for spacing that
established 40-acre units for the Vaquillas Ranch (Lobo Cons.) Field. Conoco, therefore,
may retain no more than 40 acres per gas well.
In Paragraph 18, the parties agreed to an exception to Conoco's otherwise existing
right to retain 640 acres for gas wells. The exception is triggered by the Railroad
Commission's adoption of spacing or proration establishing "... different units of
acreage per well ... " (the "agreed exception"). Thus, the parties clearly contemplated
that spacing rules (as well as proration rules) trigger the agreed exception, if the units of
acreage thereby established are different than 640 acres for gas wells. When triggered,
the agreed exception allowed Conoco to retain only those units of acreage per well
established by the spacing provided in the Railroad Commission rules, thus reducing the
acreage Conoco could retain. This is precisely what occurred here. It is undisputed that
the Railroad Commission, through its special field rules, provided spacing rules for the
39
Vaquillas Ranch (Lobo Cons.) Field As discussed below, these spacing rules in tum
establish 40-acre units per well.
In situations such as this one, in which the Commission adopts rules for a field
providing for spacing, but where the field rules do not explicitly set out the required
density (minimum acres required to drill a well), Railroad Commission Rule 38 operates
38 Exs. B-2 & B-3 to Smith Aff. at ~ 18.
39 Conoeo MSJ at 4.
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to prescribe the units of acreage established by the spacing provided in the rules for the
field. 16 TEX. ADMIN. CODE § 3.38 ("Rule 38")40 Rule 38 provides in pertinent part:
The standard drilling unit for all oil, gas, and geothermal resource fields
wherein only spacing rules... are applicable is hereby prescribed to be
the following.
Spacing Rule Acreage
Requirement
(1) 150 - 300 2
(2) 200 - 400 4
(3) 330 - 660 10
(4) 330 - 933 20
(5) 467 - 933 20
(6) 467 - 1200 40
(7) 660 - 1320 40
16 TEX. ADMIN. CODE § 3.38(b)(2)(A) (emphasis added)41
The Commission's special field rules provide a spacing rule - 467 feet lease-line
spacing and 1,200 feet between-well spacing - for the Vaquillas Ranch (Lobo Cons.)
Field. As is contemplated by Rule 38, these special field rules did not contain a density
rule. Nevertheless, as shown on the above table, the special field rules' designation of
40 Ex. A -2 to Ringuet Aff.
41 Ex. A-2 to Ringuet Aff.
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spacing operated to prescribe and establish 40-acre drilling units for each oil or gas well
42
in the Vaquillas Ranch (Lobo C.) Field
The agreed exception was triggered by the adoption of the Vaquillas Ranch (Lobo
Cons.) special field rules, which included spacing that established 40 acre units. Conoco
was therefore entitled to retain no more than 40 acres for each of the gas wells it drilled
on the Subject Property. Consistent with the fundamental purpose of the oil and gas lease
- to develop and produce the minerals - this allows Conoco to continue to produce the
minerals from the wells that it has drilled on the acreage that it has developed. The
remaining undeveloped acreage reverts to Vaquillas, allowing Vaquillas or another party
to develop the undeveloped reverted acreage and produce the minerals underlying that
acreage.
B. Conoco's contention that the field rules for the Vaquillas Ranch (Lobo Cons.)
field do not establish 40-acre units requires the Court to disregard or to add
words to the Leases.
Conoco argues that the established 40 acre spacing/drilling units are not
"established" because they constitute a mmlmum (with no maximum) acreage
requirement for drilling each well. In advancing this argument, Conoco would have the
Court ignore well-settled rules of contract construction in order to fulfill Conoco's quest
42 Prior to 1955, the Commission relied upon spacing rules alone to govern the density of drilling.
Observing that on tracts of irregular size and shape, wells could be drilled with less acreage per well (i.e.,
to a greater density), as compared to regularly-shaped tracts, i.e., square tracts, in 1955, the Commission
first adopted the chart found in Rule 38. The chart was adopted to prescribe the required minimum
number of acres per well based on the applicable spacing to remedy this "disadvantage" for regularly-
shaped tracts. The chart remains the same to this date. (Exs. A-2, A-7 of Ringuet Aff.). The chart in Rule
38 effectively serves as a backstop or gap-filler when only spacing is provided for in the special field
rules.
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to retain 640 acres for each well drilled under the Leases 43 Conoco's reading is at odds
with the plain language of the Leases.
Paragraph 18's agreed exception to Conoco's otherwise existing right to retain 640
acres for gas wells is triggered by the Railroad Commission's field rules providing for
spacing or proration establishing "... different units of acreage per well .... " It does not
use the words establishing " ... maximum units of acreage per well .... " The units are no
less "established" or "prescribed" because they operate as minimums. Acceptance of
Conoco's argument that because the 40 acre units are only minimums, Paragraph 18's
agreed exception is not triggered, would require that the court add words to the language
chosen by the parties, contrary to accepted rules of contract interpretation. 44
To the extent that Conoco means to imply that because the 40-acre units
established by the spacmg provided in the field rules for the Vaquillas Ranch (Lobo
Cons.) Field are the same as the statewide rules (which apply if field rules have not been
established), the exception provision of Paragraph 18 is not triggered, Conoco is
. 45
mcorrect.
Where the language of Paragraph 18 refers to the Railroad Commission's adoption
of "spacing ... establishing ... different units of acreage per well ... ," the word
"different" refers back to the 40 acres for each oil well and 640 acres for each producing
43 See Am. Mfrs. Mut.lns. Co. v. Schaefer, 124 S.W.3d 154, 162 (Tex. 2003) (courts "may neither rewrite
the parties' contract nor add to its language," but rather, must interpret unambiguous contract language as
written).
441d.
45 Conoco MSJ at 8.
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or shut-in gas well earlier in the sentence 46 The word "different" here does not, as
Conoco suggests, mean different from the "statewide rules" for well density; had it meant
that, the parties would have referenced the statewide rules 47 Conoco's effort to add
words to the contract must again be rejected.
Conoco also appears to take the position that the reference to "units of acreage per
well" refers only to "proration units" and does not include "drilling units.,,48 The parties
chose the broader term "units of acreage," and specified that spacing rules or proration
rules could trigger the exception. Thus the provision cannot be limited to proration
units, but must include both drilling units and proration units. This is consistent with the
language of Paragraph 18' s agreed exception referring to " ... spacing or proration
establishing different units of acreage per well."
In addition, Conoco references the pooling clause in the Leases 49 Under the
Leases, however, the pooling clause has nothing to do with or effect on the acreage
limitation in the retained acreage clause. Conoco's statement that the pooling clause
somehow establishes the "normal and completely authorized block of acreage" under the
Leases would render meaningless the agreed exception 50
46 Indeed, Conoco acknowledges this on page 11 of its Motion for Summary Judgment, when it states that
before Paragraph 18's exception is triggered, "the Railroad Commission must 'establish' units for gas
wells of a different size than 640 acres."
47 Notably, there is no reference to statewide rules in Paragraph 18.
481d. at 4.
49 Conoco MSJ at 6.
50 Conoco MSJ at 7.
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The Commission has, through the spacing rules adopted for the field, established a
40-acre spacing/drilling unit requirement. Paragraph 18's condition was thus triggered.
Conoco is entitled to retain no more than 40 acres per well.
C. Jones v. Killingsworth, cited by Conoco, supports Vaquillas's position that the
field rules "establish" or "prescribe" 40-acre units, and operators are only
"permitted" to form larger units.
Jones v. Killingsworth, 403 S.W.2d 325 (Tex. 1965), dealt with a pooling clause
and proration units prescribed by the Railroad Commission, not a retained acreage clause.
Nonetheless, the case is instructive and supports Vaquillas's position that the
Commission's field rules for the Vaquillas Ranch (Lobo Cons.) Field "establish" 40-acre
units.
Jones involved a lessee's attempt to create a pooled unit for oil of 160 acres rather
than an 80-acre unit, which the lessor believed to be the maximum size allowed under the
pooling clause of the parties' oil and gas lease. Similar to the retained acreage clause in
this case, the pooling provision in Jones also created an exception to the default
maximum pooled unit size when a different one was prescribed by a governmental
authority.
Units pooled for oil hereunder shall not substantially exceed 40 acres each
plus a tolerance of 10% thereof, provided that should governmental
authority having jurisdiction prescribe or permit the creation of units larger
than those specified, units thereafter created may conform substantially in
size with those prescribed by governmental regulations.
Id. at 327 (emphasis added).
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The lessee in Jones argued that because rules adopted by the Railroad Commission
prescribed oil proration units of not less than 80 acres but merely permitted up to 160
acres for each oil unit, that by reading these rules into the lease's pooling provision the
lease would read: "the size of the units thereafter created may not be substantially less
than 80 acres nor substantially more than 160 acres. Id. at 327. The Supreme Court
disagreed with this construction, writing:
The lessors did not consent to enlarge an oil proration unit to any size
permitted by governmental regulations. They gave their consent to enlarge
a unit of substantially 40 acres, but only to the extent of the size of units
prescribed by the regulatory authority. The fact that the Railroad
Commission may permit a much larger unit cannot be read into the lease
contract when, as here, the authority to create larger units is expressly
limited to units the size prescribed by the Railroad Commission. The
Commission prescribed a unit of 80 acres. The field rules clearly say that
there must be a proration unit of at least 80 acres, and there may be larger
units of not more than [160] acres. The parties obviously knew when the
lease contract was executed that a permitted oil proration unit could
conceivably be much larger in area than one prescribed by
governmental authority. To say that a lessee can pool lessor's land
with units of any size permitted by the Railroad Commission would
defeat the intention of the parties to restrict the size of the units to a
size prescribed by governmental authority.
Id. at 327-28 (boldface added; italics in original).
Jones stands for the proposition that when an oil and gas lease provIsIOn references
acreage prescribed by a Railroad Commission rule as a marker that will restrict or limit
the size of the units that the lessee is otherwise allowed to retain, the unit size prescribed
by the Commission rule controls over a larger-sized unit that is merely permitted or
allowed by such Commission rule.
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Like Jones, here the Vaquillas retained acreage clause clearly contemplated a
restriction in the size of the otherwise allowed 40- or 640-acre units to the size prescribed
by Railroad Commission field rules. The parties knew when the Leases were executed
that field rules could be adopted for a field on the Vaquillas Ranch providing for spacing
that established units different than 640 acres per gas well. That is what happened. The
467 -1200 spacing in the field rules established the 40-acre drilling unit requirement.
The standard drilling unit for all oil, gas, and geothermal resource
fields wherein only spacing rules ... are applicable is hereby prescribed
to be the following.
Spacing Rule Acreage Requirement
(6) 467 - 1200 40
16 TEX. ADMIN. CODE § 3.38(b)(2)(A) (emphasis supplied). 51 The field rules provide for
spacing establishing 40 acre units. In the Jones pooling provision, the limiting word was
"prescribed." In the Vaquillas Leases, the word of limitation is "established." As
Conoco's motion correctly states, Black's Law Dictionary defines "Establish" as "To
settle, make or fix firmly; place on a permanent footing; found; create; put beyond doubt
" . ,,52
or d lspute; prove; convmce. Black's also defines "Prescribe" with an equivalent
meaning: "Prescribe"- "To dictate, ordain, or direct; to establish authoritatively (as a
ru 1e or gUl.de l'me ) .,,53 (emphasis added). The applicable rules for the field include
51 Ex. A-2 to Ringuet Aff.
52 Conoco MSJ at 1l.
th
53 Black's Legal Directory at 1373 (10 ed. 2014). Likewise, Webster's Dictionary defines "prescribe" to
include "to establish rules, laws, or directions." Webster's II New College Dictionary at 874 (Houghton
Mifflin Company 1999).
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220
spacing rules that clearly "establish" or "prescribe" 40-acre units for the Vaquillas Ranch
(Lobo Cons.) Field.
Conoco argues that because the prescribed density rule sets out only a minimum
amount of acreage required for a drilling unit (i.e., to drill a well) rather than a fixed
acreage or the maximum acreage, that this somehow means the spacing rules provided in
the special field rules do not establish units of acreage different than 640 acres. 54 This is
incorrect. The units are no less "prescribed" and "established" because they are
mmlmums. And, the prescribed and established 40-acre units are unarguably different
than 640-acre units. Conoco's argument tracks the argument made (and lost) by the lessee
in Jones. That argument was rejected by the Texas Supreme Court, and it should be
rejected by this Court.
D. Conoco's interpretation ignores the inherent role of drilling units as
specifying the minimum acreage required to drill wells, and thereby renders
the word "spacing" in Paragraph 18's agreed exception meaningless.
Conoco's erroneous interpretation of Paragraph 18 also fails because it would
render Paragraph l8's "except" clause meaningless as it relates to spacing.
The Texas Supreme Court has held that in construing an oil and gas lease, one
must "examine the entire document and consider each part with every other part so that
the effect and meaning of one part on any other part may be determined.,,55 This is
because the court presumes "that the parties to a contract intend every clause to have
54 Conoeo MSJ at 4, 8, 11-12.
55 Heritage Res., Inc. v. NationsBank, 939 S.W.2d ll8, 121 (Tex. 1996) (emphasis added).
PLAINTIFF'S CROSS-MOTION FOR PARTIAL SUMMARY JUDGMENT AND
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some effect. ,,56 And in construing the language of a contract, the court should consider
the surrounding circumstances as part of determining whether the language can be given
a definite meaning. E.g., Sun Oil Co. (Delaware) v. Madeley, 626 S.W.2d 726, 731 (Tex.
1981).
Conoco argues that spacing provided in the Railroad Commission's field rules do
not "establish" 40-acre units, because they "permit operators to drill wells on a minimum
of 40 acres.,,57 By their very nature, because of their purpose, the Railroad Commission's
density requirements establish only a minimum acreage requirement - they establish the
58
minimum amount of acreage required for drilling a we1l Conoco's construction,
whereby the exception applies only when the Commission establishes a precise and fixed
drilling unit size or proration unit size, ignores the fact that by their nature, prescribed
drilling units are minimum requirements 59 The agreed exception of Paragraph 18,
however, unquestionably indicates that the parties contemplated that special field rules
that provide for spacing could trigger the retained acreage clause's exception, and thereby
reduce the number of acres that Conoco could otherwise retain. 60
56 Id. (emphasis added).
57 Conoco MSJ at II.
58 This, of course, is because any other requirement would lead to absurd results (e.g., an operator with a
45 acre tract being denied a drilling permit, where the established density is 40 acres) and because the
Commission's concern in establishing drilling units is to prevent waste caused by excessively dense
drilling.
59 This motion concerns drilling/spacing units, and not proration units. Conoco's reference to proration
units in footnote 4, page 5 of its Motion for Summary Judgment ignores this distinction and the lease
langnage that speaks to "spacing or proration establishing ... units." As noted above, proration units serve
an entirely different purpose than drilling units, and establish the maximum amount of acreage that an
operator may assign to a well for proration purposes.
60 It is settled law that contracts are presumed to incorporate regnlations and laws existing at the time of
execution. Amarillo Oil Co. v. Energy-Agri Products, Inc., 794 S.W.2d 20, 22-25 (Tex. 1990); Houston
Lighting & Power Co. v. R.R. Comm'n, 529 S.W.2d 763, 766 (Tex. 1975).
PLAINTIFF'S CROSS-MOTION FOR PARTIAL SUMMARY JUDGMENT AND
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222
If Conoco were correct that the Commission-established 40-acre units do not
apply because the required drilling units are always only the minimum acreage required
to drill a well, then there would be no circumstances under which the agreed "except"
provision of Paragraph 18 could apply where field rules provide for spacing alone. Thus,
Conoco's reading would render the reference to "spacing" in the parties' agreed
exception meaningless and violate the rules of construction that every provision in a
contract be given effect and that it be construed in light of the surrounding circumstances.
For this reason also, Conoco's argument fails.
E. Conoco's argument regarding a presumption against a "limitation on the
grant" is not relevant to the question of whether Conoco is obligated to
execute a formal release of the Reverted l\1inerals. Further, the presumption
does not apply in the context of Paragraph 18's clear condition.
Whether the agreed exception constitutes a covenant or a condition is not relevant
to the issue of whether Conoco is required to execute a formal release for all acreage in
excess of 40 acres for each producing and shut-in natural gas well capable of producing
in paying quantities.
Nonetheless, the cases cited by Conoco in support of its argument regarding a
presumption against a limitation do not apply in this case because Paragraph 18 contains
a clear limitation or condition. A distinction is generally drawn between covenants and
conditions in oil and gas leases. See, e.g., Rogers v. Ricane Enterprises, Inc., 772 S.W.2d
76, 79 (Tex. 1989). Breach of a condition results in automatic termination of the
leasehold estate upon the happening of stipulated events. Id. Breach of a covenant does
PLAINTIFF'S CROSS-MOTION FOR PARTIAL SUMMARY JUDGMENT AND
RESPONSE TO DEFENDANT'SMOTJON FOR SUMMARY JUDGMENT PAGE 24
223
not automatically terminate the estate, but instead subjects the breaching party to liability
for damages, or the remedy of a decree of cancellation. Id
Paragraph 18 specifies the acreage that "shall be held" by Conoco, thus
necessarily also providing for the acreage that shall not be held (i.e., shall revert to
Vaquillas). The agreed exception and the phrase "shall be held" cannot be construed to
be anything other than a condition, breach of which results in termination of the leasehold
61
estate as to the Reverted Minerals
V. CONCLUSION
Conoco has drilled some 208 wells on the leases and retains up to 40 acres for
each well capable of producing in paying quantities. This acreage allows Conoco to
operate these wells and produce them at maximum potential. This case concerns the
remaining 25,000+ acres that Conoco has not developed to the density provided by
Railroad Commission rules for the field. Yet, Conoco wants to hold that acreage and
thereby prevent Vaquillas from having it developed by another operator.
The Leases unequivocally provide in Paragraph 18 that Conoco retains only that
acreage for each well equal to the acreage per unit established by the Railroad
Commission's spacing rules for the field if those units are different than 640 acres for gas
wells. Conoco does not dispute that the applicable drilling/spacing units - the minimum
amount of acres required to drill a well - established by the Commission field rules are
40 acres per well. Instead, Conoco makes a number of arguments that simply do not fit
with the language of the Leases and would have this Court rewrite that language.
61 See, e.g., Freeman v. Magnolia Petroleum Co., 171 S.W.2d 339, 340 (Tex. 1943).
PLAINTIFF'S CROSS-MOTION FOR PARTIAL SUMMARY JUDGMENT AND
RESPONSE TO DEFENDANT'SMOTJON FOR SUMMARY JUDGMENT PAGE 25
224
Conoco has refused to acknowledge that the undeveloped acres that it elected not
to earn by drilling additional wells has reverted to Vaquillas. And, consistent with this
refusal, Conoco has not provided the formal releases required by the Leases. Vaquillas
simply asks this Court to rectify this situation.
VI. SUMMARY JUDGMENT EVIDENCE
In support of this Motion, Vaquillas relies on the following summary
judgment evidence, which is filed with the Motion and is hereby incorporated as part of
this Motion:
Exhibit A: Affidavit of Alicia R. Ringuet.
ExhibitA-l: Field Rules Display for the Vaquillas Ranch (Lobo Cons.)
Field.
Exhibit A-2: Railroad Commission Rule 38 (16 TAC §3.38).
Exhibit A-3: Defendant ConocoPhillips Company's Response to Numbers
16 and 17 of Plaintiff Vaquillas Unproven Minerals, Ltd.'s
First Set ofInterrogatories in the above-captioned case.
Exhibit A-4: Proposal For Decision and Final Order in the Texas Railroad
Commission, Oil and Gas Docket No. XX-XXXXXXX.
Exhibit A-5: Proposal For Decision and Final Order in the Texas Railroad
Commission, Oil and Gas Docket No. XX-XXXXXXX.
ExhibitA-6: Form W-l filed with Texas Railroad Commission for API
No. 42-479-41635.
Exhibit A-7: Special Order Pertaining to Density Development in All
Fields Where Standard Proration Units Have Not Been
Adopted, Oil and Gas Docket Nos. 108, 124, 125, 126, 128,
129 and 146, August 15, 1955.
PLAINTIFF'S CROSS-MOTION FOR PARTIAL SUMMARY JUDGMENT AND
RESPONSE TO DEFENDANT'SMOTJON FOR SUMMARY JUDGMENT PAGE 26
225
Exhibit B: Affidavit of Dino O. Smith.
Exhibit B-1: June 15, 1974 Oil, Gas and Mineral Lease between Vaquillas
Ranch Company, Ltd., a limited partnership acting herein
through its general partners, 10. Walker, Jr., Gene S. Walker,
Evan B. Quiros and E. Walker Quiros (a/k/a Mary Elizabeth
Quiros) and Continental Oil Company for 26,622.79 acres of
land, more or less, situated in Webb County, Texas.
Exhibit B-2: November 1, 1987 Oil, Gas and Mineral Lease Amending
Oil, Gas and Mineral Lease dated June 15, 1974 (As
Amended) between Vaquillas Ranch Company, Ltd.;
Vaquillas Unproven Mineral Trust; Vaquillas Proven Mineral
Trust; acting by and through its general partners, 1 O.
Walker, Jr., E. Walker Quiros, Gene S. Walker and Evan B.
Quiros, and Conoco, Inc., Lessee for 26,622.79 acres, more or
less, situated in Webb County, Texas.
Exhibit B-3: November 1, 1987 Oil, Gas and Mineral Lease between
Vaquillas Ranch Company, Ltd.; Vaquillas Unproven Mineral
Trust; Vaquillas Proven Mineral Trust; acting by and through
its general partners, 10. Walker, Jr., E. Walker Quiros, Gene
S. walker and Evan B. Quiros and Conoco Inc. for 6,740 acres,
more or less, situated in Webb County, Texas.
Exhibit B-4: December 19, 1984 Mineral Deed from Vaquillas Ranch Co.,
Ltd. to 1 O. Walker, Jr., et al. a copy of which is recorded in
Volume 1097, Pages 66 et seq. of the Deed Records of Webb
County, Texas.
Exhibit B-5: December 19, 1984, Mineral Deed from 10. Walker, Jr., et
al. to 10. Walker et aI., as Trustees of the Vaquillas
Unproven Minerals Trust, a copy of which is recorded in
Volume 1097, Pages 101 et seq. of the Deed Records of
Webb County, Texas.
Exhibit B-6: Effective December 31, 1996, Mineral Deed from the
Trustees of the Vaquillas Unproven Minerals Trust to
Vaquillas Unproven Minerals, Ltd. a copy of which is
recorded in Volume 471, Pages 711 et seq. of the Official
Public Records of Webb County, Texas.
PLAINTIFF'S CROSS-MOTION FOR PARTIAL SUMMARY JUDGMENT AND
RESPONSE TO DEFENDANT'SMOTJON FOR SUMMARY JUDGMENT PAGE 27
226
Pursuant to Rules 201 and 204 of the Texas Rules of Evidence, Vaquillas requests
that the Court take judicial notice of the following:
Exhibit A-2: Railroad Commission Rule 38 (16 TAC §3.38).
Exhibit A-4: Proposal For Decision and Final Order in the Texas Railroad
Commission, Oil and Gas Docket No. XX-XXXXXXX.
Exhibit A-5: Proposal For Decision and Final Order in the Texas Railroad
Commission, Oil and Gas Docket No. XX-XXXXXXX.
Exhibit A-7: Special Order Pertaining to Density Development in All
Fields Where Standard Proration Units Have Not Been
Adopted, Oil and Gas Docket Nos. 108, 124, 125, 126, 128,
129 and 146, August 15, 1955.
VI. PRAYER
For these reasons, Plaintiff Vaquillas Unproven Minerals, Ltd. asks for judgment
against Defendant ConocoPhillips Company for the following:
A. Judgment granting Vaquillas's cross-motion for partial summary judgment;
B. Judgment that Conoco has breached the Leases by failing to release all
acreage in excess of 40 acres for each producing and shut-in natural gas
well capable of producing in paying quantities;
C. Judgment denying Conoco's motion for summary judgment;
D. All other and further relief to which Plaintiff may be justly entitled.
PLAINTIFF'S CROSS-MOTION FOR PARTIAL SUMMARY JUDGMENT AND
RESPONSE TO DEFENDANT'SMOTJON FOR SUMMARY JUDGMENT PAGE 28
227
Respectfully submitted,
By: Is/Gregg Owens
Gregg Owens
Gregg Owens, SBN 15383500
gregg.owens@haysowens.com
John R. Hays, Jr., SBN 09303300
john.hays@haysowens.com
Alicia R. Ringuet, SBN 24074958
alicia.ringuet@haysowens.com
HA YS & OWENS L.L.P.
807 Brazos Street, Suite 500
Austin, Texas 78701
(512) 472-3993
(512) 472-3883 Facsimile
Michael Jung, SBN 11054600
michaeljung@strasburger.com
STRASBURGER & PRICE, LLP
901 Main Street, Suite 4400
Dallas, Texas 75202-3794
(214) 651-4724
(214) 651-4330 Facsimile
Armando X. Lopez, SBN 12562400
mandox@rio.bravo.net
LAW OFFICES OF ARMANDO X. LOPEZ
1510 Calle Del Norte, Suite 16
Laredo, Texas 78041
(956) 726-0722
(956) 726-6049 Facsimile
Raul Leal, SBN 24032657
rleal@rl-lawfirm.com
RAUL LEAL INCORPORATED
5810 San Bernardo, Suite 390
Laredo, Texas 78041
(956) 727-0039
(956) 727-0369 Facsimile
ATTORNEYS FORVAQUILLAS
UNPROVEN MINERALS, LTD.
PLAINTIFF'S CROSS-MOTION FOR PARTIAL SUMMARY JUDGMENT AND
RESPONSE TO DEFENDANT'SMOTJON FOR SUMMARY JUDGMENT PAGE 29
228
CERTIFICATE OF SERVICE
I hereby certify that a true copy of this document is being served on the following
persons by the means shown on this the 8th day of September, 2014.
By: Is/Gregg Owens
Gregg Owens
Mr. Michael V. Powell via Electronic Mail
mpowell@lockelord.com
Ms. Elizabeth L. Tiblets
etiblets@lockelord.com
LOCKE LORD LLP
2200 Ross A venue, Suite 2200
Dallas, Texas 75201-6776
Mr. Adolfo Campero via Electronic Mail
acampero@camperolaw.com
CAMPERO & ASSOCIATES, P.C.
315 Calle Del Norte, Suite 207
Laredo, Texas 78041
ATTORNEYS FOR DEFENDANT
CONOCOPHILLIPS COMPANY
PLAINTIFF'S CROSS-MOTION FOR PARTIAL SUMMARY JUDGMENT AND
RESPONSE TO DEFENDANT'SMOTJON FOR SUMMARY JUDGMENT PAGE 30
229
!,
Filed
12/31/201410:06:04 AM
Esther Degollado
District Clerk
.-~ Webb District
2014CVQ000438D4
CAUSE NO. 2014CVQ000438 D4
VAQUILLAS UNPROVEN MINERALS, § IN THE DISTRICT COURT
LTD, §
.,,
§
Plaintiff, §
§
v. § WEBB COUNTY, TEXAS
:! §
., CONOCOPHILLIPS COMPANY, §
§
Defendant. § 406TH JUDICIAL DISTRICT
UNOPPOSED MOTION TO ALLOW INTERLOCUTORY APPEAL
TO THE HONORABLE JUDGE OF SAID COURT:
Defendant ConocoPhillips Company ("ConocoPhillips") moves pursuant to TEXAS CIVIL
PRACTICE & REMEDIES CODE § 51.014(d) for the Court to enter an Amended Order on Summary
Judgment that will allow an interlocutory appeal of the Court's November 25, 2014, Order on
Motions for Summary Judgment.
This action was filed March 7, 2014. Accordingly, the 2011 amendment to TEXAS CIVIL
PRACTICE & REMEDIES CODE § 51.0 14(d) applies to this case. Under that statute:
(d) On a party's motion or on its own initiative, a trial court· in a civil action may,
by written order, permit an appeal from an order that is not otherwise appealable
if:
(1) the order to be appealed involves a controlling question oflaw as to which
there is a substantial ground for difference of opinion; and
(2) an immediate appeal from the order may materially advance the ultimate
termination of the litigation.
On November 25, 2014, this Court signed its Order on Motions for Summary Judgment
("November 25 Order"). That Order denied ConocoPhillips' Motion for Summary Judgment
and granted Vaquillas' Cross-Motion and declared that ConocoPhillips breached both of the oil
UNOPPOSED MOTION FOR INTERLOCUTORY ApPEAL PAGEl
422
and gas leases at issue "by failing to release all acreage in excess of 40 acres for each producing
and shut-in natural gas well capable of producing in paying quantities."
The November 25 Order decided a controlling question of law. The Order determined, as
a matter of law, how the "retained acreage" clauses of the two leases should be construed with
regard to the central issue in the case: the number of acres per well ConocoPhillips retains under
the "retained acreage" clauses following the end of ConocoPhillips' continuous drillings
operations. The controlling question of law involves the two parties' competing legal
interpretations of the "retained acreage" clauses and certain Field Rules adopted by the Railroad
Commission of Texas.
Immediate, interlocutory appeal from the Court's November 25 Order will materially
advance the ultimate conclusion of this litigation. Plaintiff Vaquillas Unproven Minerals, Ltd.,
the lessor, seeks judgment ordering ConocoPhillips to execute releases of more than 15,000 acres
covered by the two leases. Plaintiff also alleges direct and consequential damages flowing from
ConocoPhillips' alleged breach of contract. It may create significant problems if ConocoPhillips
is required to release the 15,000 acres, but later convinces an appellate court that ConocoPhillips'
interpretation is correct. On the other hand, Plaintiff desires a final release of the acreage as soon
as possible. Additionally, determining whether Plaintiff has suffered damages will be an
expensive and time-consuming task.
As a consequence, the most expeditious way to advance this litigation to a final
conclusion is allow ConocoPhillips to take an immediate, interlocutory appeal from this Court's
November 25, 2014, Order. Final judgment on appeal will allow an orderly approach to any
remaining issues in the case.
!1
'I
UNOPPOSED MOTION FOR INTERLOCUTORY ApPEAL PAGE 2
423
In order to allow an interlocutory appeal, ConocoPhillips moves the Court to enter an
Amended Order on Cross-Motions for Summary Judgment making the necessary findings and
granting this Court's permission for an interlocutory appeal. TEX. R. CIY. P. 168 ("Permission
must be stated in the order to be appealed.") If a court, as did this Court, issues an order without
granting permission to appeal, but later determines to allow the appeal, the "order previously
issued may be amended to include such permission." TEX. R. CIY. P. 168. A proposed form of
Amended Order, which both parties have approved as to form, is attached to this motion as
Exhibit "A".l
ConocoPhillips also moves the Court to stay this action pending the interlocutory appeal,
except as the parties may agree or the Court may subsequently so order.
Counsel for Plaintiff Vaquillas Unproven Minerals, Ltd., has stated that the plaintiff is
not opposed to this motion.
WHEREFORE, PREMISES CONSIDERED, Defendant ConocoPhillips Company prays
that the Court will grant this motion and enter an Amended Order on Cross-Motions for
Summary Judgment that makes the necessary findings and grants this Court's permission for an
The attached proposed form of Amended Order copies the Court's rulings from the Courts'
November 25 Order on Motions for Summary Judgment. That Order denied ConocoPhillips'
motion for summary judgment and granted Plaintiffs cross-motion. ConocoPhillips
continues to insist the Court erred by denying its Motion for Summary Judgment and by
granting the Plaintiffs Cross-Motion, and has agreed to this Motion and is participating in
I submission of the attached proposed form of Amended Order only so that ConocoPhillips
may appeal from this Court's November 25 Order. ConocoPhillips disagrees with, and
excepts to, the first two Ordering paragraphs and the Declaratory portion of the proposed
Amended Order. ConocoPhillips' submission of this motion and the attached proposed form
of Amended Order does not mean, and should not be construed to mean, that ConocoPhillips
agrees with the content of the first two Ordering paragraphs or the Declaratory part of the
attached proposed form of Amended Order. See First Nat'l Bank of Beeville v. Fojtik, 775
S.W.2d 632 (Tex. 1989).
UNOPPOSED MOTION FOR INTERLOCUTORY ApPEAL PAGE 3
424
interlocutory appeal. ConocoPhillips requests the Court to enter an Amended Order substantially
in the form of that attached as "Exhibit A" to this Motion.
Dated: December 31, 2014 Respectfully sUb~itted, . /)
~P'Ucj-/~
Michael . Powell
State Bar No. 16204400
Email: mpowell@lockelord.com
Elizabeth L. Tiblets
State Bar No. 24066194
Email: etiblets@lockelord.com
LOCKE LORD LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201-6776
Tel: 214-740-8520
Fax: 214-740-8800
Adolfo Campero
State Bar No. 00793454
Email: acampero@camperolaw.com
CAMPERO & ASSOCIATES, P.C.
315 Calle Del Norte, Suite 207
Laredo, Texas 78041
Tel: 956-796-0330
Fax: 956-796-0399
ATTORNEYS FOR DEFENDANT
CONOCOPHILLIPS COMPANY
CERTIFICATE OF CONFERENCE
I hereby certify that on December 30, 2014, I conferred with Mr. Michael Jung, counsel
for PlaintiffVaquillas, regarding this motion. Mr. Jung stated that Vaquillas is unopposed to the
relief requested in this motion. , / )
````
Michael . Powell
UNOPPOSED MOTION FOR INTERLOCUTORY APPEAL PAGE 4
425
CERTIFICATE OF SERVICE
I hereby certify that on the 31st day of December, 2014, a true and correct copy of this
motion was served was served via email on the following counsel of record for Plaintiff through
its counsel of record listed below:
Gregg Owens Raul Leal
Email: gregg.owens@haysowens.com Email: rleal@rl-Iawfirm.com
Robert G. Hargrove Raul Leal Incorporated
Email: rob.hargrove@haysowens.com 5810 San Bernardo, Suite 390
Hays & Owens L.L.P. Laredo, Texas 78041
807 Brazos Street, Suite 500 Tel: 956-727-0039
Austin, Texas 78701 Fax: 956-727-0369
Tel: 512.472.3993
Fax: 512.472.3883
P .. Michael Jung Armando X. Lopez
Email: michael.jung@strasburger.com Email: mandox@rio.bravo.net
Strasburger & Price, LLP Law Offices of Armando X. Lopez
901 Main Street, Suite 4400 1510 Calle Del Norte, Suite 16
Dallas, Texas 75202-3794 Laredo, Texas 78041
Tel: 214-651-4724 Tel: 956-726-0722
Fax: 214-651-4330 (main) Fax: 956-726-6049
Fax: 214-659-4022 (direct)
Counsel for Vaquillas Unproven Minerals, Ltd.
': ~
"
,I
UNOPPOSED MOTION FOR INTERLOCUTORY ApPEAL PAGES
426
812512014 Field Rules Display
Log In I
Field Rules Display
Field Query Previous Querv
Field Rules for Field: VAQUILLAS RANCH (LOBO CONS.)
Field Number: 93215400 District Name: 04
Oil field Rules:
County Regular: N Salt Dome: N field Location: LAND Don't Permit: N
Schedule Remarks: UNITIZED TRACT.
Comments: SEE REMARKS FOR OPTIONAL RULES
Rule Lease Well Acres per Tolerance Diagonal Diagonal Max
Depth
Type Spacing Spacing Unit Acres Code Length
Special All Corner to
467 1200 40.0 0.0 1200
Rules Depths Corner
Gas field Rules:
County Regular: N Salt Dome: N field Location: LAND Don't Permii: N
Schedule Remarks: NO P-15 OR PLAT REQUIRED.
Comments: SEE REMARKS
Rule Lease Well Acres per Tolerance Diagonal Diagonal Max
Depth
Type Spacing Spacing Unit Acres Code Length
Special All
Rules Depths
467 1200 40.0 0.0 0
[ Cancel I
Disclaimer I RRC Online Home I RRC Home I Contact
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EXHIBIT
A-I
232
http://webapps.rrc.state.tx.us/DP/fieldSelectAction.do 111
API No.
42-479-41635 RAILROAD COMMISSION OF TEXAS FORMW-l 07/2004
Drilling Pennit #
OIL & GAS DIVISION
730240 Permit Status: Approved
SWR Exception CaseIDocket No.
APPLICATION FOR PERMIT TO DRILL, RECOMPLETE, OR RE-ENTER
This facsimile W-J was generated electronically from data submitted to the RRC.
A certification ofthe automated data is available in the RRC's Austin office.
1. RRC Operator No. 2. Operator's Name (as shown on fonn P-5, Organization Report) 3. Operator Address (include street, city, state, zip):
172232 CONOCOPHILLIPS COMPANY
4. Lease Name
GENERAL INFORMATION
VAQUILLAS RANCH A7
I 5. Well No.
249
6. Purpose of filing (mark ALL appropriate boxes): IXI New Drill D Recompletion D Reclass D Field Transfer D Re-Enter
D Amended D Amended as Drilled (BHL)(Also File Fonn WolD)
7. Wellbore Profile (mark ALL appropriate boxes): D Vertical D Horizontal (Also File Fonn W-lH) IX] Directional (Also File Fonn WolD) D Sidetrack
8. Total Depth
12150
I 9. Do you have the right to develop the
minerals under any right-of-way?
!XI Yes D No 110. Is this well subject to Statewide Rule 36 (hydrogen sulfide area)? DYes IXI No
SURFACE LOCATION AND ACREAGE INFORMATION
11. RRC District No. 112. County
04 WEBB 113. Surface Location [XJ Land D Bay/Estuary D Inland Waterway D Offshore
14. This well is to be located 10.9 . miles in a NE direction from Aguilares which is the nearest town in the county of the well site.
15. Section \16. Block 117. Survey 18. Abstract No. 119. Distance to nearest lease line: 20. Number of contiguous acres in
259 CCSD&RGNG RR CO A-1137 1066 ft. lease, pooled unit, or unitized tract: 640
21. Lease Perpendiculars: 1166 ft from the WEST line and 1480 ftfrom the NORTH line.
22. Survey Perpendiculars: 1166 ft from the WEST line and 1480 ft from the NORTH line.
23. Is this a pooled unit? DYes IKl No 124. Unitization Docket No: 125. Are you applying for Substandard Acreage Field? DYes (attach Fonn W-IA) IKl No
FIELD INFORMATION List all fields of anticipated completion including Wildcat List one zone per line.
26. RRC 27. Field No. 28. Field Name (exactly as shown in RRC records) 29. Well Type 30. Completion Depth 31. Distance to Nearest 32. Number of Wells on
District No. Well in this Reservoir this lease in this
Reservoir
04 93215400 VAQUILLAS RANCH (LOBO CONS.) Oil or Gas Well 10650 0.00 1
BOTTOMHOLE LOCATION INFORMATION is required for DIRECTIONAL, HORIZONTAL, AND AMENDED AS DRILLED PERMIT APPLICATIONS (see W-1 D attachment)
Remarks Certificate:
[RRC STAFF Dec 21, 2011 4:40 PM): Manual review ok for density. I certifY that infonnation stated in this application is true and complete, to the
EXHIBIT best of my knowledge.
Christina Gustartis, Sr. Regulatory
S~ecialist Dec 19, 2011
A-6 Name of filer Date submitted
{83224 862463 christina.gustartis(Q2conocol2hillil2s.com
RRCUseOnly Data Validation Time Stamp: Dec 21, 20114:44 PM( 'As Approved' Version) Phone E-mail Address (OPTIONAL)
Page 1 of2
265
RAILROAD COMMISSION OF TEXAS
Form W-ID 07/2004
Pennit Status: Approved
Supplemental Directional Well Information
The RRe has not approved this
OIL & GAS DIVISION
app[jcation. Dup[jcation or distribution of Permit # 730240
information is at the user's own risk.
APPLICATION FOR PERMIT TO DRILL, RECOMPLETE, OR RE-ENTER
Thisfacsimile W-J was generated electronically from data submitted to the RRe. Approved Date: Dec 21, 2011
A certification ofthe automated data is available in the RRe's Austin office.
I. RRC Operator No. \2. Operator's Name (exactly as shown on form P-5, Organization Report) \3. Lease Name \4. Well No.
172232 CONOCOPHILLIPS COMPANY VAQUILLAS RANCH A7 249
"lateral Drainholelhcation Information
.. ." "."
5. Field as shown on Form W-I VAQUILLAS RANCH (LOBO CONS.) (Field # 93215400, RRC District 04)
6. Section
259
17. Block 18. Survey
CCSD&RGNG RR CO
I 9. Abstract
1137
I 10. County ofBHL
WEBB
II. Botton hole Lease Line Perpendiculars
1066 ft. from the
West line. and
1478 ft. from the
North line
12. Bottom hole Survey Line Perpendiculars #
1066 ft. from the
West line. and
1478 ft. from the
North line
Page 2 of2
266
SURVEY 36
C.C.S.D. & R.O,N.O.R.R.CO.
ABSTRACT 1036
SURVCYCD OCTOBER 20. 1879
--'x.~=;;;;;;;~;;;;;;;';;;;;';;;;;;;``X````!
!
',166' FWL LruE
rv(J)X
1,166':1; FWL SURVEY
1,066' FWL LruE
I,OB6';t FWL SURVEY'-~'--'
I~
CONOCOPHILLIPS COMPANY
VAOUIUAS RANCH A7 249
640.00 ACRES (CALLED)
SURVEY 269
C.C.S.D. & R.O,N,O.R.R.CO.
ABSTRACT US?
SURVEYED AUGUST 25. /885
L[ASE LINE
DFiTAIL: Nor ro SCALf:
NORTH HALF SURVEY 34
R.O, BARNESLEY
ABSTRACT 2m 8
SURVEYED JUL Y 12, 1922
\ W/////H/HAY/////////#/#//J'W'///dA'/#AW//AI'//Q/A¥/////////&
\
\ RevIsion Dcle
12-07-11
GRAPHlC SCALE
'or
\ 'k...,.JJ.j (INFm)
I It'd! • 1000 n..
VAQUILLAS RANCH A7 249
STATE PlANE COORDINATES - TEXAS SOUTH ZONE - NAO 19:1.7, PROPOSED BOTTOM HOLE (PBHL)
PROPOSED SURFACE LOCATION (PSHL) N: 697090 E: 1841021
N: 697090 E: 1841121 LEASE: 1,066' FWL & 1,478' FNL SURVEY: 1,066':1; FWL &< 1.478';t FNL
; GEOGRAPHIC NAD 27: Lo!': 27'J5'O'" Long.: 98'59'26"
GEOG!VJ'HIC NAD 83: La!.: 27'J5'02" Long.: 98'59'27" ... LrASt UN£
ELEVATION: 674' ""- ....... _ ;;' SURVr:Y UIIE
. L~E: 1,166' FWL &: 1,480 FNL SURVEY: I,166';t FWL & 1,480':1; FNL - - - - - - - '" PfRPEHDICUUJ/ ncs
HOWLAND ENGINEERING AND SU CONOCOPHILLIPS COMPANY
. 7(i{5 N. Borl/eU Avenu9, Laredo VAQUILtAS RANCH A7 249 WISe
, OrneE', (956) 722-44" fAX, ( 640.00 ACReS CALLF:O)
TOPE firm Re9Jslrotton No. F-i097 TBPlS SIWArw IN
$'".
SURYrY 259, C. C. S.D. & R.G.N.G.R.R. CO., ABSTRACr IIJ7
!hI. Plot r~priiil.nf' 0 WELt LOCATION ,UIVOY WEBB COUNTY. TEXAS
glaund SUf)'~l. deeds and olher oVl1"'obfe in"
(0 b~ a 'buundcuy ~urv6y. bill (or the sole p
RaUroa CommissIon I~Ot. a dtifling permit. Thts FlELO DATE BOOK PAGE S
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