Loading...
HomeMy WebLinkAbout1.0 ApplicationENTERPRISE' ENTERPRISE GAS PROCESSING, LLC MARATHON GATHERING SYSTEMc GARFIELD COUNTY, COLORADO EVELOPMENT PLAN REVIEW FOR RIGHT—OF—WAY APPLICATION OCTOBER 2008 JJJJJJJJ 01. 1: 0 V 411,N 1038 COUNTy R CONS UCS ION iWItraVy ad 323 . REF, CO 81b50 GARFIELD COUNTY Building & Planning Department 108 8th Street, Suite 401 Glenwood Springs, Colorado 81601 Telephone: 970.945.8212 Facsimile: 970.384.3470 www.garfieid-county.com RECEIVED OCT 3 0 Zoos GARFItLU UOuNTY BUILDING & PLANNING PIPELINE DEVELOPMENT PLAN Doc. # GENERAL INFORMATION (Please print legibly) ➢ New E] Amended [] Enterprise Gas Processing, LLC ➢ Name of Pipeline Owner: ➢ Mailing Address: 1100 Louisiana Telephone: (303 )820-5607 ➢ City: Houston State: TX Zip Code: 77002 Cell: (303 ) 319-6034 ➢ E-mail address: Deru, P.E. email: jcderu@epco,com FAX: (303 ) 820-5601 ➢ Name of Owner's Representative, if any, (Attorney, Planner, Consultant, etc): );=.PVCMI- Land Planning Division )> Mailing Address: 1038 County Road 323 Telephone: (970 )625-5350 ➢ City: Rifle State: CO Zip Code: 81650 Cell: (970 )379-0428 ➢ E-mail address: phil@pvcmi.com FAX: (970 }625-4522 Description of Project: Construction of a 3.7 mile long 20 inch diameter suction pipeline. Construction of the Jackrabbit Compressor Station and Construction of a 5.5 mile long 16 inch diem. discharge line to connect to the existing Enterprise Gas Processing, LLC PCP Pipeline ➢ General Location of Pipeline (Right -of -Way): Discharge line termination: Section 13, T6S, R96W. Jackrabbit Compressor Station Section 33, T5S, R96W. North tie-in point to Enterprise PCP Pipeline Section 7, T5S, R96W. ➢ Diameter and Distance of Pipeline: 3.7 miles of 20 inch diameter suction pipeline. 5.5 miles of 16 inch diameter discharge pipeline. ➢ General Legal Description: Please see Tab 5 of the application for detailed legal exhibits and agreements. ➢ Existing Use: Agricultural and Natural Resources Development ➢ Pipeline Row Distance (in acres) 105. 18 acres in pipeline r_o.w, and compressor station ➢ Zone District; Resource Lands Last Revised 8/26/08 I. APPLICATION SUBMITTAL REQUIREMENTS As a minimum, specifically respond to all the following items below and attach any additional information to be submitted with this application: Development Plan Submission: The applicant shall submit nine copies of the proposed development plan with the completed application form to the Planning Director. The following information must be submitted with a development plan application: (1) A vicinity map indicating the section, township, and range of the site, and its relation to surrounding public roads and municipal boundaries. (2) Project Overview: a description of the project including the length of the pipeline, diameter of the pipeline, pipeline commodity, and the general description of the pipeline route. (3) Ownership A. For individual right-of-way, a diagram showing adjacent properties and the approximate location of buildings and their uses within a distance of 350 feet of any proposed structure, facility, or area to be disturbed. This may be drawn at a smaller scale than the site plan. B. For an area plan, the map will show the property boundaries and ownership information for all private and public property included in the development area. (4) Evidence of surface owner notification and of surface agreements where the surface owner is not a party to the mineral lease. (5) Need for Proposed Action: a statement of the reason for the pipeline (6) Regulatory Permit Requirements: a table indicating the permit agency name, permit/action driving task and the task to be performed to obtain the permit. (7) Primary Project Participants: Include the names, address and phone numbers of the company representative, company and individual acting as an agent for the company, construction company contacts, federal and state agency contacts (8) Project Facilities: Identify any permanent project facilities such as permanent right-of-way, widths, meter stations, valve sets, etc. Also indicate any temporary right-of-way, width during construction, construction facilities, etc. (9) Construction Schedule: indicate the estimated start and end dates for construction, days of the week in which construction will occur, hours of day during which construction will occur. (10) Sensitive Area Survey: List the types and areas of concern along the pipeline right-of-way, such as: sensitive plant populations, cultural, archeological, paleontological resources and wetlands identified during pre -construction environmental surveys, if applicable. (11) Use Rights/Permits/Authorizations (and stipulations): attach a copy of any documents granting land use rights, permits, authorizations (including stipulations). The process of obtaining use rights, other than private rights-of-way leases or other agreements, permits, and authorizations (including stipulations) from any federal, state or local agency may occur concurrently with review of this application. If concurrent review occurs, a condition of approval will be applied, in accordance with Section 9.07.07 below, requiring the submittal of documents showing the approved federal, state or local use rights, permits or authorizations (including stipulations) prior to the issuance of the Garfield County Administrative Permit. Private rights-of-way, leases, or other agreements granting surface use must be included with the application in accordance with Section 9.07.04(4) above. (Revised Resol #2008-89) (12) Revegetation Plan: a. A plant material list. Be specific, scientific and common names are required. Include application rate in terms of pure live seed (PLS) per acre. b. A planting schedule that includes timing, methods, and mulching. c. A revegetation security. A security may be required if, in the determination of the County Vegetation Management, the proposed project has: (i) A potential to facilitate the spread of noxious weeds (ii) A potential to impact watershed areas. (iii) A potential for visual impacts from public viewing corridors. (iv) Steep slopes (15% or greater) or unstable areas. (v) Disturbs large area (Half an acre or greater) d. The revegetation security will be in an amount to be determined by the County Vegetation Management that will be site-specific and based on the amount of disturbance. The security shall be held by Garfield County until vegetation has been successfully reestablished, or for a period of time approved by the County Vegetation Management in any specific land use action, according to the Reclamation & Revegetation Standards Section in the Garfield County Weed Management Plan. The County Vegetation management will evaluate the reclamation and revegetation prior to the release of the security. (13) A weed management plan for all Garfield County listed noxious weeds and State of Colorado listed noxious weeds that are targeted by the Commissioner of Agriculture for statewide eradication. (14) Emergency Response Plan: include a fire protection and hazardous materials spills plan, which specifies planned actions for possible emergency events, a listing of persons to be notified of an emergency event, proposed signage, and provisions for access by emergency response teams. The emergency plan must be acceptable to the appropriate fire district or the County Sheriff, as appropriate. The plan shall include a provision for the operator to reimburse the appropriate emergency service provider for costs incurred in connection with emergency response for the operator's activities at the site. (15) Traffic Impact: for construction traffic on county roads, indicate the anticipated types of vehicles, number of each type, anticipated number of trips per day per each type, county roads to be used , percentage of the construction traffic that will travel on each listed county road. (16) Staging Areas: indicate the general location of the staging areas required for pipeline construction. (17) Hydrotest Water: indicate the quantity of water required, source of water and the disposition of the water after testing. II. Referral and Review by Planning Director: The Planning Director will coordinate the review of the development plan application. Upon the filing of a complete application for development plan review, the Planning Director shall promptly forward one copy to the County Road & Bridge, Oil & Gas Auditor, Vegetation Management and Engineering Departments; the appropriate fire district or County Sheriff; the surface owners of an individual pipeline development plan; and any adjacent municipality for comment. (1) Referral comments on the proposed development shall be returned to the Planning Director no later than 18 days from the date of application for an individual site application and 30 days from the date of application for an area development plan. (2) In addition, the applicant shall notify the property owners within 200 feet of the route that are not affected surface owners with an agreement with the applicant. A sign will be posted on the portions of the route crossing or adjacent to a public road within seven days after receiving the application for an individual development plan review. Both the notice and the sign shall indicate that a development plan review application has been made, and the phone number of the Planning Department where information regarding the application may be obtained. The applicant shall notify all property owners within 200 feet of the outside boundary of an area development plan and post a sign at the intersection of each public road entering the area within seven days after receiving the application for an area development plan review. Both the notice and the sign shall indicate that a development plan review application has been made, and the phone number of the Planning Department where information regarding the application may be obtained. (3) Any determination by the Planning Director to approve or conditionally approve a development plan application must be in writing and mailed or otherwise provided to the applicant no later than 28 days for an individual pipeline development plan or 60 days for an area pipeline development plan, after the date on which the development plan application is filed. Failure to make a determination on the application within this time period shall result in the application being considered approved and the applicant's building permit or access, or other permits being processed. III. Development Plan Review Standards and Criteria for Approval: A development plan shall be approved or conditionally approved in accordance with the following standards and criteria. (1) Right-of-way and any associated facilities shall be located along the perimeters of surface property ownerships and not within areas of agricultural crop production as a general guide. Non -perimeter locations will be acceptable if the surface owner agrees and there is no adverse impact on adjacent properties. (2) Any equipment used in construction or operation of a pipeline must comply with the Colorado Oil and Gas Conservation Commission Rules and Regulations, Section 802, Noise Abatement. a. For any pipeline construction or operational facility that will have a substantial impact in adjacent areas, additional noise mitigation may be required. One or more of the following additional noise mitigation measures may be required: (1) acoustically insulated housing or covers enclosing any motor or engine; (ii) screening of the site or noise emitting equipment by fence or landscaping; (iii) a noise management plan specifying the hours of maximum noise and the type, frequency, and level of noise to be emitted; and (iv) any other noise mitigation measures required by the OGCC. b. All power sources used in pipeline operations shall have electric motors or muffled internal combustion engines. (3) Pipeline operations shall be located in a manner to minimize their visual impact and disturbance of the land surface. a. The location of right-of-way shall be away from prominent natural features and identified environmental resources. b. Right-of-way shall be located to avoid crossing hills and ridges, and wherever possible, shall be located at the base of slopes. c. Facilities shall be painted in a uniform, noncontrasting, nonreflective color, to blend with the adjacent landscape. Right-of-way shall be located in existing disturbed areas unless safety or visual concerns or other adverse surface impacts clearly dictate otherwise. (4) Access points to public roads shall be reviewed by the County Road & Bridge Department and shall be built and maintained in accordance with the Garfield County Road Specifications. All access and oversize or overweight vehicle permits must be obtained from the County Road & Bridge Department prior to beginning operation. All proposed transportation right-of- way to the site shall also be reviewed and approved by the County Road & Bridge Department to minimize traffic hazards and adverse impacts on public roadways. Existing roads shall be used to minimize land disturbance unless traffic safety, visual or noise concerns, or other adverse surface impacts clearly dictate otherwise. Any new roads created as a result of the pipeline construction, intended to be permanent for maintenance and repair operations shall be placed behind a locked gate or other barriers preventing use by recreational vehicles. Any gates or barriers need to be consistent with the surface owner's preferences. (5) In no case shall an operator engage in activities which threaten an endangered species. (6) Air contaminant emissions shall be in compliance with the applicable permit and control provisions of the Colorado Air Quality Control Program, Title 25, Resolution 7, C.R.S. (7) All operations shall comply with all applicable State Public Health and Environment, Water Quality Control standards. (8) Any proposed waste disposal or treatment facilities shall comply with all requirements of the County Individual Sewage Disposal System Regulations. (9) The proposed reclamation plan shall provide for a reasonable reclamation schedule in light of the specific surface use and surrounding land uses, and may require recontouring and revegetation of the surface to pre -disturbance conditions. The Planning Director may also approve a plan for an alternative postdisturbance reclamation, provided the surface owner and the applicant agree, and the plan is in harmony with the surrounding land uses and the Comprehensive Plan. (10) Should an abandoned pipeline be removed, it will be subject to the original revegetation and weed management requirements in the original application. IV. Conditions of Approval (1) If the Planning Director finds in reviewing a development plan application that the application meets the applicable standards set forth above, the Planning Director shall approve the site plan, and the applicant may continue the processing of the building or other associated County permit applications, or otherwise engage in the construction of the proposed pipeline. (2) If the Planning Director finds that the application does not meet an applicable standard or standards, the application shall be approved with appropriate reasonable conditions imposed to avoid or minimize the significant adverse impacts of the development. Such conditions may include, but are not necessarily limited to, provision of federal, state or local permits or other documents granting use rights (refer to Section 9.07.04(11) above; the relocation or modification of proposed access roads, facilities or structures; landscaping, buffering, or screening; posting of adequate financial guarantees; compliance with specified surface reclamation measures; or any other measures necessary to mitigate any significant impact on surrounding properties and public infrastructure. (Revised Resol #2008-89) (3) Once the Planning Director issues a determination on the development plan, the determination shall not be final, and no permit based upon the determination shall be issued, for 14 calendar days after the date of the determination, in order to allow time for the applicant to appeal, or for the Board of County Commissioners to call up the determination for further review, pursuant to Sections 9.07.08 and 9.07.09 of the Pipeline Resolution. The Planning Director's determination shall become final, and permits applied for in accordance with the determination may be issued, only after the expiration of this 14 -day period, and only if the determination is not reviewed and acted upon by the Board of County Commissioners at a subsequent appeal or call-up hearing. I have read the statements above and have provided the required attached information which is correct and accurate to the best of my knowledge. (Signature of Owner cif Right -of -y) 10/20/08 Date GARFIELD COUNTY BUILDING AND PLANNING DEPARTMENT FEE SCHEDULE Garfield County, pursuant to Board of County Commissioners ("Board") Resolution No. 98-09, has established a fee structure ("Base Fee") for the processing of each type of subdivision and land use applications. The Base Fee is an estimate of the average number of hours of staff time devoted to an application, multiplied by an hourly rate for the personnel involved. The Board recognized that the subdivision and land use application processing time will vary and that an applicant should pay for the total cost of the review which may require additional billing. Hourly rates based on the hourly salary, and fringe benefits costs of the respective positions combined with an hourly overhead cost for the office will be used to establish the actual cost of County staff time devoted to the review of a particular project. Actual staff time spent will be charged against the Base Fee. After the Base Fee has been expended, the applicant will be billed based on actual staff hours accrued. Any billing shall be paid in full prior to final consideration of any land use permit, zoning amendment or subdivision plan. If an applicant has previously failed to pay application fees as required, no new or additional applications will be accepted for processing until the outstanding fees are paid. Checks, including the appropriate Base Fee set forth below, must be submitted with each land use application, and made payable to the Garfield County Treasurer. Applications will not be accepted without the required application fee. Base Fees are non-refundable in full, unless a written request for withdraw from the applicant is submitted prior the initial review of the application materials. Applications must include an Agreement for Payment Form ("Agreement") set forth below. The Agreement establishes the applicant as being responsible for payment of all costs associated with processing the application. The Agreement must be signed by the party responsible for payment and submitted with the application in order for it to be accepted. The complete fee schedule for subdivision and land use applications is attached. GARFIED COUNTY BUILDING AND PLANNING DEPARTMENT BASE FEES The following Base Fees shall be received by the County at the time of submittal of any procedural application to which such fees relate. Such Base Fees shall be in addition to and exclusive of any cost for publication or cost of consulting service determined necessary by the Board for the consideration of any application or additional County staff time or expense not covered by the Base Fee, which have not otherwise been paid by the applicant to the County prior to final action upon the application tendered to the County. TYPE OF PROCEDURE BASE FEE Vacating Public Roads & Rights -of -Way $400 Sketch Plan $325 Preliminary Plan S675 + application agency review fees and outside consultant review fees, as authorized pursuant to the Regulations, such as the Colorado Geologic Survey Final Plat $200 Amended Plat $100 Exemption from the Definition of Subdivision (SB -35) $300 Land Use Permits (Conditional Use Permits) • Board Public Hearing only $400 Land Use Permits (Special Use Permits) • Planning Commission and Board review & hearing $525 Zoning Amendments • Zone District map amendment $450 • Zone District text amendment $300 • Zone District map & text amendment $500 • PUD Zone District & Text Amendment $500 • PUD Zone District Text Amendment $500 Comprehensive Plan Amendment $450 Board of Adjustment • Variance $250 ■ Interpretation $250 Administrative Permits • FloodpIain Development $400 ■ Pipeline Development $400 • Minor Temporary Employee Housing $400 Checklist • Small Temporary Employee Housing $50 Planning Staff Hourly Rate • Planning Director $50.50 • Senior Planner $40.50 • Planning Technician $33.75 • Secretary $30 County Surveyor Review Fee (includes review of Amended Determined by Surveyor$ Plats, Final Plats, Exemption Plats) Mylar Recording Fee $11 — 1st page $10 each additional page Page 2 The following guidelines shall be used for the administration of the fee structure set forth above: 1. All applications shall be submitted with a signed Agreement for Payment form set forth below. 2. County staff shall keep accurate record of actual time required for the processing of each land use application, zoning amendment, or subdivision application. Any additional billing will occur commensurate with the additional costs incurred by the County as a result of having to take more time that that covered by the base fee. 3. Any billings shall be paid prior to final consideration of any land use permit, zoning amendment, or subdivision plan. All additional costs shall be paid to the execution of the written resolution confirming action on the application. 4. Final Plats, Amended or Corrected Plats, Exemption Plats or Permits will not be recorded or issued until all fees have been paid. 5. In the event that the Board determines that special expertise is needed to assist them in the review of a land use permit, zoning amendment, or subdivision application, such costs will be borne by the applicant and paid prior to the final consideration of the application. All additional costs shall be paid prior to the execution of the written resolution confirming action on the application. 6. If an application involves multiple reviews, the Applicant shall be charged the highest Base Fee listed above. 7. Types of "Procedures" not listed in the above chart will be charged at an hourly rate based on the pertinent planning staff rate listed above. 8. The Planning Director shall establish appropriate guidelines for the collection of Additional Billings as required. 9. This fee structure shall be revised annually as part of the County budget hearing process. Page 3 GARFIELD COUNTY BUILDING AND PLANNING DEPARTMENT AGREEMENT FOR PAYMENT FORM (Shall be submitted with application) GARFIELD COUNTY (hereinafter COUNTY) and Enterprise Gas Processing, LLC (hereinafter APPLICANT) agree as follows: 1. APPLICANT has submitted to COUNTY an application for Marathon Gathering System (hereinafter, THE PROJECT). 2. APPLICANT understands and agrees that Garfield County Resolution No. 98-09, as amended, establishes a fee schedule for each type of subdivision or land use review applications, and the guidelines for the administration of the fee structure. 3. APPLICANT and COUNTY agree that because of the size, nature or scope of the proposed project, it is not possible at this time to ascertain the full extent of the costs involved in processing the application. APPLICANT agrees to make payment of the Base Fee, established for the PROJECT, and to thereafter permit additional costs to be billed to APPLICANT. APPLICANT agrees to make additional payments upon notification by the COUNTY when they are necessary as costs are incurred. 4. The Base Fee shall be in addition to and exclusive of any cost for publication or cost of consulting service determined necessary by the Board of County Commissioners for the consideration of an application or additional COUNTY staff time or expense not covered by the Base Fee. If actual recorded costs exceed the initial Base Fee, APPLICANT shall pay additional billings to COUNTY to reimburse the COUNTY for the processing of the PROJECT mentioned above. APPLICANT acknowledges that all billing shall be paid prior to the final consideration by the COUNTY of any land use permit, zoning amendment, or subdivision plan. APPLICANT gv\r, Signature Date:1012012008 Philip B. Vaughan- PVCMI- Land Planning Div. Print Name Mailing Address: 1038 County Road 323 Rifle, CO 81650 10/2004 Page 4 ENTERPRISEm TABLE OF CONTENTS ENTERPRISE GAS PROCESSING LLC MARATHON GATHERING SYSTEM GARFIELD COUNTY, COLORADO DEVELOPMENT PLAN REVIEW FOR RIGHT- OF-WAY APPLICATION OCTOBER 2008 Page 1 of 3 The items below are prepared as per Garfield County Resolution No. 2005-53 and the Garfield County Zoning Resolution 9.07 "Development Plan Review for Pipeline Right-of-way". 1. Development Plan Review for Right-of-way Application Form - 9.07.03 2. Vicinity Map- 9.07.04 (1) A. Right-of-way alignment sheets 3. Project Overview- 9.07.04 (2) 4. Ownership- Adjacent properties to proposed right-of-way within 350 feet of any area to be disturbed- 9.07.04 (3) 5. Evidence of surface owner notification and of surface agreements - 9.07.04 (4) 6. Need for Proposed Action- 9.07.04 (5) 7. Regulatory Permit Requirements- 9.07.04 (6) 8. Primary Project Participants- 9.07.04 (7) 9. Project Facilities- 9.07.04 (8) 10. Construction Schedule- 9.07.04 (9) Please see Tab #22- Construction Management Plan 11. Sensitive Area Survey- 9.07.04 (10) 12. Land Grant/Permits/Authorizations and Stipulations- 9.07.04 (11) Please see Tab #5 13. Revegetation Plan- 9.07.04 (12) 14. Weed Management Plan- 9.07.04 (13) Please see Tab #13. 15. Emergency Response Plan- 9.07.04 (14) Page 2 of 3 16. Traffic Impact- 9.07.04 (15) 17. Staging Areas- 9.07.04 (16) 18. Hydrotest Water- 9.07.04 (17) Please see Tab #22- Construction Management Plan. 19. Garfield County Assessor's Maps- 9.07.05 (2) 20. Listing of Adjacent Property Owners adjacent to or within 200' of the proposed right-of-way- 9.07.05 (2) Determination was made by Garfield County that this only includes surface owners. 21. Authority of Authorized Representative 22. Construction Management Plan 23. Response letter regarding Development Plan Review Standards and Criteria for Approval. 9.07.06 24. Contact person for EPCO for Garfield County to contact for Garfield County inspection. 9.07.11 25. Colorado Professional Engineer responsible for statement and certification of project, including a digital copy of the surveyed pipeline as -built. 9.07.11 Page 3 of 3 IlV»Aj MaNac�EtiliNI, 1038 Country Rd 323 V\`. RULE, CO 81650 VaLCI an �OVi1a MION Enterprise Gas Processing, LLC Marathon Gathering System- Development Plan Review for Right - of -Way Application Submittal Item Tab 2- Vicinity Map 9.07.04 (1) All plan copies below are provided in 11x17 and D size drawing. These alignment sheets indicate the alignment of the proposed pipeline, surface ownership, adjacent surface ownership and pipeline length. A. Vicinity Map- Forerunner Corporation drawing P-13436 "Marathon Pipeline - Garfield County Colorado". B. Alignment Sheets Drawing 12499-1800-700 Marathon Pipeline Route Map Revision P1 Cover Sheet- Drawing 12499-1801-OOA Revision A Drawing 12499-1801-001 Revision A- Discharge/Suction Trunk Alignment Sta. 0+00.0 to 114+73.6. Drawing 12499-1801-002 Revision A- Discharge/Suction Trunk Alignment Sta. 114+73.6 to 230+35.4. Drawing 12499-1801-003 Revision A- Discharge/Suction Trunk Alignment Sta. 230+35.4 to 349+81.8. Drawing 12499-1801-004 Revision A- Discharge/Suction Trunk Alignment Sta. 349+81.8 to 486+63.6. Page 1 of 2 Drawing 12499-1801-301 Revision A- West Fork Parachute Creek Horizontal Directional Drilling Crossing Plan & Profile. Geomat, Inc. Geotechnical Engineering Report for the Parachute Creek Horizontal Directional Drilling location dated September 12, 2008. Drawing 12499-1700-001 Revision A- 16" ANSI 600 Discharge Line North Tie -In Point Site Plan. Drawing OPD P13436-976-300 Revision A- Plot Plan- Marathon Compressor Station This drawing notes the 16" Launcher and 20" receiver Drawing 12499-1700-006 Revision Pl- 20" ANSI 300 Suction Line Southern Termination Site Plan E. Jackrabbit Compressor Station- Please find this information in Tab 9- Project Facilities F. Pipeline Staging Area Mapping 1. File 48749- Location Surface Use Area & Road Right-of-way on Fee Lands (For proposed pipe yard) dated 4/1/2008. 2. File 48776- Location Surface Use Area & Road Right-of-way on Fee Lands (For office and yard site) dated 4115/2008. G. Typical Construction Details- October 2008 Thank you for your assistance on this project. Please contact me with any questions. Sincerely Philip B. Vaughan President PVCMI-Land Planning Division Page 2 of 2 PROPOSED AIIC?/LONT DWG L249D-1801-001 PROPOSED ALIGNMENT DWG 12409-1801-002 PROPOSED A1ICNA2NT DWG 1E489-1801-009 NO/CRABS COMPRESSOR 18' PIG 1A 20' P111 REO DWG OPD PI PROPOSED AUGNLIEHT DWG 12490-1801-004 80008: RN TERMINATION ITE PIAN 01110 0499-1701-006 PIPELINE ENTERPRISE' P' U. ]P-13436 MARATHON PIPES -N GA�FIELD COU \I TY, COLMADO ISSU-3 =0R P=EMIT OCT03E27, 2008 ALIGNMENT DRAWINGS DWG NO REV NO DRAWING TITLE, 12499-1801-00A A COVER SHEET 12499-1801-001 A ALIGNMENT SHEET 12499-1801-002 A ALIGNMENT SHEET 12499-1801-003 A ALIGNMENT SHEET 12499-1801-004 A ALIGNMENT SHEET PROJECT AREA 1 CA,y _y am -•a p NT' OFL-, J711'= F.4 -NE SeN .A•LL ppm C LOCATION MAP ISSUED FOR PERMIT OCTOBER 25 20GB ForaROnnor Corporation GENERAL NOTES REFERENCE DRAWINGS PROJECT NUMBERS DESIGN DATA ENGINEERING RECORD 1 LOCATE UTLiRE&PwaR ',CONSTRUCTION E. COATING -FROTSCOOS BURIED FABS II ON PPI S SIN- BE Otn EDAVa SUR COATED ALL &URI EC Pisixr0O BE CATHS01,.1.,ROTECTED. 3 ALL VALVES MOST NAVE AP PRpmNrF Loo-NNo L£F�CES FIELDE NL0 M110 DE AseANST ESAT 1. INSTALL GUULEADS r A1UAS TEES EM ES4E+NaC PORSCLY Jr. TEST LEADS 10E51EE0 OV AJGN EM&0ETE BRAL. eE IYSTA-LEMEAFresLE DR.'S NA DEDORP11ON APE/ DELL1@PT10Fi *SCE SP ERT PLC( MON DMNIW MUM PROPOSED DT PPE111E DATE 42006 500 1910 - 20' 1440 P110 - 9` AM P41446 DRAT.11 IMP FELD OPEATIORA APPROVAL; EPCO, INC. R11PRF' CAMERA CHEM COARDg.Ipy AlP4ROVAA 1.31E TYPE NATURAL PAR PROJECT ESSIISEILWRDdrilA i B. C4BEN ENVIRONMENTAL APPROVAL PROJECT SlANAOPR IPPIiO/AL `APPROVED FOR CONDI, AAP NUDBFA BJONJEENO APPROML- SBCION6:YAPDPA DEMONPRESSUHE IXXSIRDGTION APPROVAL TWN641 RN3 WIN DEEgN LOAD LET001 RED APPROVAL LPA DAPPED) WORN, COLORADO REVISIONS DRAT MOP TSI PSY3 ISONTOF WAY MPP904AL*A LAT; LONG: TFESE FACILITIES CONFORM TO AIME 831.6 CODES AND STANDARDS. 10BCRP1I0N SAIF/ D OUTLET MOP 1440 PAID 540 0MRIR: P-13436 MARATHON PIPELINE COVER SHEET SCALE: ASNO7EO SHEET No. 1 0E1 DRAWINGNUMBER 12499-1801.80A REV. A ISSUED EOR911980 SWAMI DO VAX GAP O NN NRESSAID CAD FILE: 18499-1801 OOAd49 P, S 2 1 3 10 3 8 s 0 9 E 8 DEMME TYPE R..o,„ FORERUNNER EPCO Alignment Sheets N.1249 and 6y DA' OR LU Z SS gNuusui e2 G 120725 Na 2135373+0•.+0 c4R440 & N SR?"ANUE O 9201.440. 14067 co., RD 5 RILL 50. 61+00 * 27470 ET/ 1359 ROOS NAM Na 213507470553 9JREAU or ,7710 2ANASCIACHT 50423 HAY 0 d 24 7-57-6007 1-0) Ca 3750, 25 1,6926 FT./ 102.6 8096 95 955 FARCE_ Na 2T3507392023 RUMEN GERALD 5 STEPHANIE O. OMAN° 5, 1.67m, Ml 5, 00751 15 81650 42225 75/ T95.1 BOOS r- G PA0YE! Na, 213515400955 77274,, O' 5A98 LoaTHRIRIEN4 a9' 50629 HMW 6.0 24 51.575.00 4,' CO. 81501 70 1,061.7 I1,/ 187.6 M105 PAR122 A*- 2,3529100008 a2Nrta4 USA 0)10 il- HO BOX 225 50)5500 lX 7700, :231..817/ 74.8 RODS ALIGNMENT HORIZONTAL DISTANCE ase P bi 4M6 ma ssri o p ., G G� P ti' m P 5 0 70 6 s 6 6 6 a a { a a - " G H G y m G G �' plus 52 t5 - Q ao:�S s a # y G G G J+ia�'�'1�Y'_p", S p IN a d �� S 0 6 a d G,j 6 g as < _G o 5' Q d n Y J .., ''4 ry c, gi ,, a o p i a + a d G ,� G_,., =fie -&' iR (0 CI p dr n I.`6`6`6`6 �� bl ...71_k' s� F. 65 t� F-, o -L'i= ep o g G d 2�<P - F m g' F l;0) g 1L d' ,"� , a d d t, 1Ee _ e F G�,_ +"' 1 G M �1 ry 1 G 1.1��W,�'' 761603' LT Iq�LIVIiST& 53195.9 PONT OF IN-ERECTION7616'03' - _ }S 0 1 G J~o i3 01 s 4 r 6 -C +^PBS 5 ,o I5 d G 6'6® d G L d C E. o d g_.. g.s F `G ,-1 a 4w2 o- $ d ,L. a b5- 3 J... co.���gIYgQ=, - '2 q e ti _`#'..- `Fi o --- d A d '�! a W _Yr. ,G G 5 o d o $ d g SSm d 2Se S n I?i F4 d G 1.4,4,:"i,3, e a. 1 'e 1 a e a 1 d _G R �, !� 6 a 2 d N 6 d d - o 2 d -.- ? 8 / .� SN , a d -- 5 = 1SC. li� - ,t" - ! r. z 1 : I; . 1E,.; I�- _ �... ,.' $-.., 1. •. �' 'I. . �ll- �. _ _ 4 - SOW' 9 r 1 1 I'D 1!E GOR. SCC. 7 - •" .1917 3'9C EN 2. ESTI RPE .. dI � 5-`7 - 1 yi 1 1 ' ` 1 I 11" ..11 .,_, EDEI/41CORsEA7: . 1017 2Yi0 pi 71, . /Tk15�0-4 .. . I ,^ } y1ELlPAO .. A '` yFA'Rf2l Ha T135V73 :� - RucaEN a`xu9 tiEPILW.F A 11466700. RD 5 i'° r. "I' ! . - EIRE-.; f.; ��'., i -5-'1 F I 0003., :'-JXT{`-:� 9i0.'4A! ERE GA. - - .I , -' 1'�"-y(_,\..,,::""h I� 1 1 , pit,k, 81650 : `1r. 1 -.1 t•-'-; t �..� 13•_.. 11 i % q A ,► \ ♦ :,1, •- \ R1 1. i.. I - - I - - l` i 1 ♦ k. , , -_ err II I I ..:...� PARCII BUREAU - _ _ I BEAM 2-0,�h. - Na )l.IS9l1A]35] CF GNO NANAOBRE.N1 \ PIFEu -:.f '_. _ .Pei' �, *, -: 3 y 9 ��' lf 4 ! �1-•1 / a 1 '.r.... 4Ri 4 :T%-aSRf+(4n.'C 145E7 CO.. RO N.:. 1 5-7_/ ;••. 'Sev ,;,: .,. - - .. ..Fil.,. `: .�4 - 2 7, O.R 5 MR£. la +1-= 's _. 1 I I i "1 )L I i . I 1 1 i .I. 1 L ".-� �I . 1 I. �.4..` 1 1. 'I i 1� 1 .�;-.. ., I - - � b "l J'X! ! {'j,, YS:IREAU 19[DL4ti0i A• CO e�550 ! Rms - 49.fi t 4 :4 } 's,. Gxas>..`<•' �. -� 2 s_ 1 .-.:'- . �_ �1 1 ' - --yL#-15< - F, 5 .. I .:-a r t 4 }I 'I 4 c .>p 1'. I - - ,i'. t i 1. 1 +1,• I� 6 A 'RAT IS_. - _ Ali :'nu AP 503(0 A 4 ' 5 .4 4 . tom':. 5� �}nz a SEC, 181 ' ,,, _ lsj; "0)i r J .4,+, I :i $» i �,. ;; =t 4,•. ONd _ 5t j i k 4•➢ Ar , .$7' .a6k - a 4.]:AR�.xa 2i�8W P' [AND wANARr .5}1/659629 HWY 6 P (SENN'U'.O SPG._ ,I y]196i 6 Fr/ 8&68005 '. e4 _y,� !� 44 ' ,� xtt: C 1 - sf 5341 .µ 400 J I '. h NP EQ 8!601 r+ i.'4 _,:_I 4.,�N.,.. - ': P 7 i Ps t; 1 I f3 -i ' '.. ,P 1 _ I i 1 I F ,I ,� ,� 1.! ,.T1� 54:•f .5- ,},� + , I .4�:.143 - _.°,cam '=:1- I. _ r 1.'Jy ) 7( e r. tY _ � • 11 s .11 �, Y L� _ { }. ='' * ,4FI 2 ''T}-.11.11 I -ll I 1.` _- " 4. � 3 } r -. y • ' II s as li Ac y II is. IIl I t x44.570-11.*: I 1 ATui 1 P�ClIEVROY 1 Huvsrpv. .. 1,.. 1.2�4.7rE/ C...f r" I FoyD .. r � '°� 'c rt`ct ,-. ' t' at �ia - . P�E,_wL SEC. 19 - T.,' Y+ No 91352 91 962 95 ,`C.7 i 7 +,1-., "�' USA NV nnmi[ li: ra.e R,xrslV °�s ',: ,` .. ' . , SEC. 7, 18 & 19, 155E R96W: . SCA 11 k`< - - 1' $�01� I 500 10�"i FE .; : ''6/IPOST 1 I 1 I./ SS9 8095 i_5 27420 F... 4.4 1.)„, .+• 30529 HMT6k24., iY{ Y'^ q+y ,,a�"M _ - 7i • ., . I .. ,. . _ .. a n , .=:`o . , 1 ' 47� • .-� 1 ,_ EG.7 •0)• 'S. ..r .. k I 1 ' - - , :-'f\�}. k. ? -' `, : `-f1fMMG'O E�f01026 RO05' ..,1 °- i l -. 1'ti I , - `,N.. ., - ''. 1 .. A.. �. ..A '. X. 3 1 t N.' �- _ �"^ -F Y' �i` ' ... • .+(�:' 1 E .R t"?.'4 1 "_ - 'S*.r ,'kr a5- l SPC co- . 2,17f -- r L NAD 83 --..... l - - CONSTRUCTION & I ENVIRONMENTAL - I 1 1 1 1 1 w Y Lk and Fs F.."1' °a IS 7 a t a:� 1 8 a $ & 1• 1 1i I�� I I Ivry 1 1 1 m 0) m$ c z I ® 5 '- 26 �. I I -v.4' II II II 1 1 II 1 1 1 1. 1 1 = 1 I 65 1 1 6 1 It, o i At, a s 1910 - CONSTRUCTION PHASE (RED TETT) imp - POST CONSIRUCMK PHASE {)' L4 TEx1) 556 PADA!. CDN57456'111 DETAILS FOR g g m & <<,�-_ZS 7s 15 vw," $ 7 ` i 0!Ji24.7 "'6 ,,� 1. dp..d< d'd� 9- ti,-'mGln � GAG hY3,r1? & YI. � � ^ d1. `�J' OR w N v� �� ,fir, [' ,3, 2' s� ,e r gg .g, - t dd.- a1= d d GGA -G.,' G G 9 .. , 3 s ry a ,^n „� `�` k' dd � dd d A NG Grn GEG �'>n G H EACH SPLCFICN,LY CALLED an DETAIL 5,211BER- IYHERE A DETAIL NUMBER 45 NOT CUED OUT SEE THE INSTALLAlIIN4 DUALS -'MTHM APPENDIx DDTME EASEMENT (3)251158. 11)41 51'. 605 1UA CAR HM511E - - - IAO 5885 Len 1114 \ / X15' / I-/- �/ '� / / / �3 -.:125 -' 125' 1156 / DERV / - 170 0470 f 7 / / // / 25' PEAL f / //, 5 PEAK. /7 //�3, Vf! . 12.5'PD6l'�/,/ 50' OPVST. 2514774." ' ,'• 75' [2751 7 - / /72.0014'4 . ' l - / 21757-0/% / 1115 PERM./ 'Se` CMS_. - , . % / ST. 1 170' NA vhf FOO J CJ l/-____ X65 // 6625 6375 5 p k _ _ _ _ ._ [RADE m 6123 7 76757 ® 7425 - 0+00 -mum - d6 - 2 , *5 U _ 2 5 - 5+00 19+00 15+50 rd,-- - .•vd`-,i2'`° - 20+00 25400 30+00 35400 409-00 45+90 50+00 - flrur - 55400 80+00 65+00 70+00 75+00 60+00 H06120NTAL 501E I' A 506,7701121. SCALE 0 - 500' 55400 00+00 955-00 100+00 105+00 110+00 115400 w PIPE DATA „�� S g 5- /22 M1R ='x N T7 4 ' + C ', e R .�v `� "l "'i 3i 'Si '� a eS "� +,,-.:-.,'AA n 70 A Y! o = o o ry < m 8 S' - '^a � .- &' 55.4 4 A 70 5-. m ,v. 25 w 12 25 m 1 `Y $$ 3 + 7 .' a 7025 .o N `d_' S' a g A $' s ,.' �, i,, A m 7, S 3$ E b 3 3 5- xG �29-1OrC 171711-001 yl � e d d 5-n 5 ddd GGG O d d<,F 4 & 5'0)® Y,.d 0 d a d d d O0 d � d C 0 ` G O d 2 F d G CQ dd Qd d d 5-1 0 1 '01CB00Cm23 � e e, d dd e, d d d d d d Fd CmCC) N r d I e e � aO � G G G OoOQQ® d � sG d 0 � CD d ` d d 0 5 G 0 d 0 dd > `.ti dS � C ., ISSUED FOR PERMIT OCTOBER 2OCe 1 ForeRtinner Corporation ]0.'' 491.1' .-6. 4001 10,7' 1572' 500 1.0' 10,5' 6773 7-5" 350.6' 14.5' 6025 665 SEE 10.9' 242.6' 7.0' 1,026.4' CI 6' 14.9' 41.7' 6.1' 1400 125 326.1' 1.2' 259.1' 65 056.7 71.0' 450.2' 04' 271,4' 5.6' 1.2/6 6' 1.521/ 74' 571.7' 107' 156.6' 115 378.2' 6.1' 707.2 10.1' 25.7 9.2' 262' 5,1 213.5' 2.1" 1112' .. _ 111 . a.:.1 •i, . • A,O' 1440 PSD C/ /)A TINA SEE PPE BATA GLASS LOCATION/DESIGN FACTOR CLASS 1/ 772 Cr _ BILL OF MATERIALS NOTES LEGEND REFERENCE DRAWINGS REM P5PE EIESCRIP170N QUANTITY ITEM PIPE DESCRIPTION QUANTITY DWG. 140. DESCRIPTION PROJ. IDD: PROJECT ENGINEER:B. OLSEN EPCO,INC. 1 15 00 303175 W.T. API SL XSt, SEAM11141.115 FB6 50548.8' 61 IdI0T101SD7D.61'-Ir OG60.HT5'W.T.lFI0.-%Ft.6AV, 1244 MIA RE u 114, �,WCR r 1 -.,. _... �6Arr MI 150E 52408-1B01.002 ALIGNMENT SURVEYED:O.R.GRIFFIN SECTION; 2 W.T.AR 59S, 40 ILS ARO OVER 12-141168 RE it OD ENS 884.3' 152 IOLICTEN BEfD,67•Ir0D60378W.T, 9 IL.=ERW, 1214548 FOE 1EA. 154E 34 DC - IRWrroA B6N6 52499'1!01-001 HORIZONTAL DIRECTIONAL DRILL DRAWN: FPO TOWNSHIP: RANGE: P-13436MARATHON PIPELINE 15 leg114181D,12"-14' o90OPTS W.T MILL -AZ ESN 1&14148 RIE 1 EIL Ea IDUCTIC5191141111r(1Da0175'W.T, Af16WS2A1W 12141113 FBE 1 E PEEpi-N -It-IE- 4 70647E OMR; 12410.1701-001 PIORECENERa SITE PLAN CN2CNED:CFE 1620105. COUNTYISTATE:OARFIFJA CO., CO 18 525801!011010.1r-15ODM087'W.T.11yI4¢2EESY�1214RUBFSg 3EA, E1 I11UCT70N115218-IS'OO4 caw W.T.API 6L-�B6d1114518FOE r 2FJ,, pI'IINE -(9'---f I A7PRQvr48: UNE/AREA DISCHARGE/SUCTION TRUNK 22 IDIICDONBEND. a',Ira'x637hW.T Am 51432. ERIN. 1254518FEE 1 Es. se MON WM 61.10e0gOliffl5.T 9'15 61.4164 DK 18141112FBE 1 EA. 1 a w 22 �P-P- +600010)1145525 REVISIONS ALIGNMENT 26 /0161511 BEND. 211,11' ODX087PW.T.AR 1)-3 EBEL1214512 FBE 1EA. 80 IILIOTICN11114c01.Ir cox034Tw.T API S5.07591241114MOFBE 1 EA- cH 70471191E -p-p-- 27 11250110N591D2'48' co20376WT API PAZ ERN,11-14NU ME 1 EA' es 11380!61 BEND,4C•Ir DOx087sviT:Ap1i•76'Q-B4W:I214AI8 FOE 1 E0. FORE. MGTM� TM TE -SPI¢ LIRE -r-r- NO DE9CRI!'TIOH DATE e5- STA. 0+00.0 TO 114+7356 25 IOIN:TION B&0.2r+1r00x081rW.T AS S.XN;FAW 1214 Rs RP 1EA. 75 68UC17416858,725-I5- ODx03178VC, AAS. -X62,. 948, 1214118 RE 1EA. u5-: 76277 ELIRE T -r 770171)78 ulr WARMER A ISSUED FOR PERMIT 18177/88 BO 34 1EA 90 MEIOTp4BENO,I0-IrODs037S wi,MIA-XR BTA', 11141111HW 10A-. CAKE w1 -C-C- SCALE: AS NOTED DRAWING NOSIER REV. 38 IDUCTIDN WIN 21t -so' COA 0371+07, AR OAR EV, 1214 NU FSE 1 M. 14 NIICTON BEND, 91 -Ir 00s DVS w,,M1542 Mi. 1214518 FBE 1 EJ. Lc CARIE UE --c---c_- - -t9' 416amE 0)5115_ SKEIN& 1248111801-001 , A 30 1IXIC1011131 2rNE 4r O1x031SW.T AR HAERN 1214118 FSE 1 EA. 70660.4 9425 N CAD FILE 12499-1901-001 44 14:8810.114:8810.1 BSA 44'-46' 006 OM' 5.T, API 51).1102, ESN, 121454OFBE 1 EA. 51P205504[IA ROAD -- - ,9/ATM EWAN* a 6a _4� WIIC.. Bira0,18-15- 0a2177P w.T AR 61)-X52, ERN 1114 RUB f� 1 E. MGM Eooj*w Sas N�� R FORERUNNER �O--EUI!.IFC1A�9i1}.H'-id'OSRD,3E5`W,T.70164•X5t 1)9. 1114 WI% TEA. TOTAL 11.473..E - "I.'�' EPCO Alignment Sheets N.1249 and 6y DA' OR W Z SS $ _ 7,56121 Ha Pr.A,A;WY S CHEW., 051 INC R P0. BOX Ids Tr 7700' 47 47r417 FE/ 554.4 RODS h ROM 104 7,!.15)2'01009 + BERRY PErt,,,, u L4 1242211,12(1 4* Cgrp,WY 482 r7. 5f. 2'7 / Tansy. ca cocoa Fr/ 754,2 46a 271,75w ALIGNMENT HORIZONTAL DISTANCE `J':§� ,i+ A ''5 4` g. Ys6 _ `< � " 8 $ �3 __ 6 a r SQS�S;FSg o 2 •`� A 7 €F 6 g a 64 b a "' 8 <¢ Fg € a 6 s e a A 5 a 6 ^ < = S` ry s5 5 z 6 6 d See 8 a 5 :5 6 a P .LIS2 L' .. r_, S bs 9 E a a.? _ a a 6Pb {��a sae 4 a e _': A qq z ;5 6 o a `A c, 5 z 6 W -- ss ,1,5- '4 �,,'� S pCG F a 6 6 --- ri �, 5i 8 5 '0' F' a 71 E n e"!- f S a k W •-• _ ;4 rppGG iC p. 6 � 3 g R `s 0 z 6 ., F.,r6, ."•'�^ it 8 i�` o PA g z 6 � « C; o 8 {{c5, F a 6 tr e ~.9; •M - pG I- a 6 6 a ,L, a A a 6 k a B n '112 o a 6 R .•'' a ,4 a fir, F a 6 6 . ` r411,- �^•14-:_ .-1 gF a 66 "6 g4S1 - Afir, a 6 d - n T•i n ' ,•4�, K z 6 a 2 a _ RHA- g S pq M a 6 6> . d A m o a 6 2 8 z 6 6 2 a � � d n a o a 6 6 a � 8 s 6 6 � 13 Si 3 . 6 6 '1 1 • � - g $ 5 ___ 6 6_ 'A a - :•� 2 S' 8 5 6 6 B µ �q�g� A $ € 5 b 6 - '8 __ 6 w 9 8 }��5 F 6 e_ g .,4�R¢ •_ tY, R y[1� F . 6 � h .� _ - °«9 p M o 5 . 6 2 a e A M R 5 _ 6 a � r1 fir, a�r'�g $ 1 ` I _ 6 66 b mu E ..6--'-':7' t 5 _ 6 t gl RS .'3 a o -5 $ a b 8 i , d d c $ gs El El _ + " 5 . b E = o �G K _ b E ,' < ` ... 0 _ 6 E. ; q d S 15 6 E ^ 2 g 0 _-- 6 E m7 •n o ZS R a d ,r g !�€�5 F a 6 a e~ poG N - 6 n + R t p. e g a 6 P :3 8 $ b g '� C e .. .- S6 j•� R a 6 P r, 41a L.r ..t 4 N a .4 15 b 0,I., n d R ..‘- 0 g 7.7 E a g= " 6 "• YY 6-- s r = g' •`�" �G K = 6 t &�` iy •;-4, n 2 A e -..r G. rir .�_ '.'.L•a:. Y_'•: =.S \i -X` t .-, , "„ : vo i� caf .0-1.L I ... a ., , i.x.i,.-. t! ,'. 'b 'r: 4. -. ,;:_, ' . :- r 21'{;;772:..;! � 4 ca _.. _ P> .5^" '. r; �'.�: .. :' `�>. 1- ..•',., ....,i ,. .. S}.. „..yf� ^�... M, ,! .`_"'^ _ 4 . '.-#"4 .. y:.,, .. =,,.. ' .,. • Viz *1 N., r..4- y ..,.,..yf I L3 ; ;i': ,,. ,{,i.' .l .. k..; i I +,1,,�-n �Lrr, ;; .,..., ... I I-_ _.. .4 y,+'f 1.:,. ' ..-. •.' \ ' - F s ...t '� i' I {.� �I 1 .. d¢ *e1r i'I .it .rte /�1 ��t'. �-4. - t' 9'I I-.. `. .. ',, 2•`'�{•4' 'S,I_ 'ti..x?f" '! \ 1 p�1 5t r y ''! Io: -•sr7 .}`.", .a:.•,. -F , r : \ t \ y':i - \ PAan .. : f , \ ,o ' ' \yR P°, S. • ., �h: ! 2a5.aPE/45...7,,x'2 9 Y�,}• t :,., T f {� . •, r', .'._ ' w r ..i �-.. { I 1. tee. i9 ` ...' , . I _ I I I _ i AY:sr.,322., 21 ov, USA. INC; pB;wo ••1 A.: 1. 1 :�; +e �. ,: .; -.-' - "r• I 1 .i,: ..,I . -.i .`.1 ¢` , AY...!__ ,, ;��'1'-` I3'g'. .1-..:k 'I 1-_,4V, 1 1..„:1.1 11...41 -I. ..I I. 1., .I I I I I 1 61� I ��- �. 5 4 v ', u1.= -----I !' I MArU1NON T M 1 '�� I- 0 'r 'Ar -,,, �, - ¢ ` .. r ... --,•.;., . r 1. % 1 1 ;�s,'r � ..-' + .. IVi I ''[KIST. �"^� 1 1 4' I 1 1 1�. 1 1 1. e f '�i'. �:, • '�` { ; • 1. 1 I YANG CARISIIA I ,t: :' �NrytA'II�:J. {., d M 7 4. I I Y..r_. •I a4 1 -t BEARS'- ,. ., •`^ ( '..-.-- ► 1't1;" _ X11•I II IS I I I I I I I},I a}I'LI.I^IL it r I1. 1., I� �_I,; I I ' 'I ..i ..-„ ,,;: •�] �. 1 I I �' t.. % Y I h .• 6'� - I/hnAi41G4 -_ • P 146 '� p _ ♦'�{ Y"+•r l^ f SEC. 20 I., .. I •- ..SL11L+ f3'_4RT:HEi. I '1 I i.. I ON,C 1�' , C ��a±�r IJMk(... • ¢. e. I I' ' I.' I I ,+ - - y:. 9 I--- /L ' J FOO:. �-cXc I - 4114-: _int 1C9E8.10{ 5 -_ - , •/ �' '`atiti / I 1-' I I I .. I 7% / ' + .i I ( !t. III I IIIL" III III i I I I'll' I I I I. I I r ! ., 5 1 . 1 1 1 P' s .[I)`,'?` a.''+ (, f' �...•�, �, '10 Y-:•4' t. I' r 'thi9s Il�r.. a .Ti. , E > '''1 1, .-._,:. , I •=..1 TJ I nt r.ly„fi ?t f: ,1 , . ;t - 4 a.' it rt iii I I 1' I I Ii II J I I S 11 ..• .7 I�9;r 1 1 p1 14 �i r.Tf h _ I_ AL N .:� +.�•i. I. VY I Y,I v 1. I _ _'�-,4' •I r" .. --�- 1, # , n 4'. N f. '124. J �a41..I , - r•« � - ,�^,''i' 1 , >1'• ti' I- I :.\_� si.,\ I 1 i �y '5 ... _ 1 I I "-..' & S i-, I f• }' :•I. i.:4 r, -I 't t s .Ir II }. •,1 `- ..�'- •`• •AP Ii 1 r= i 1 P/.•xSi i • CN I .. r HOl+5idf !10.146]1 rJ� I Ili! ')',,.' ,; . I: I 'I"c 1 I V 2S't I I:� ,1 }5 I • : L , 4I - - I• ti 1 i 2 . . 4,r / Ms 2l15A16AXq t •.. t1FCfA"0241 Mc', ,' I( s 77(• 41, 1. iI,/5 OM RtY75 / 4so h +'1, i I / \\ AP I t�IlSJSslo-191) PARCEL Ma 2/.1 Yf NARIN Pt 1 5sr. 224a0,]fif.i Ff/48. j. r(� - '1F'eli'1'-°'-a° ' y<-� � ` .�� , ry' irj°L + f 3" % •1i".+. __ -€-'.y. , 3C •' 1�,�;,s / � - - ,- lu T. If 1 • _ i' '- {. / 4 r- A. •, X i i ! x;17 / l tl `n +Ir4 i�nr•.1 .i. 5 1+, { c'.. r �1!' alX il. •., `�• \'• %` -- 5 1 4 LLP.. SEC. 19 1 1 ! 5X -'Yi' " •�'. '_ S 20_8. 29 755, R96W yip A5V • 'kr..s•_ 0`lr�rs5 .,•,�: ��',]� , 509 e *COS i -L 1 fig.} , .4. - f4 >..: f •J - �. --.,,, F.. E, ,.j. 1 1 .• 9J -r S •;{! l+. _i (;rs rI - 1 - 1. ..r =.. ".,. • i ,i1. .2 -39ry i 7 -'� F 1`j r. 5 3., 1j d . E•fi S �.. 3Q -i y -"V: y. .1 1: ., y ,, •l_- tw ;"e�i 1 . T Sc �. 1. ,...--., . e, . Y: a- ,. .. :�. .: •:�. ..5: � 4(4, _ 9l i• C . .t ' 1 ,,., tre na -ts „�;�.-...•sxf ,'''TL 4. s-6:` 'f ,,.t./,.t'. � . es:'. -:I:• -j.- ..I ........'f, .,a. :F_., • -, ..':., - '.� -. -- - --• -i.! „ ;�* t: i 1 t $ k. .!; •'v f FE(3.- -riq. -9�� T_ %. s "^d •:kr .}, 1 J� '� 1'.YI^t ..4 '.;-i .x.>r`rl. o%>'r - �_. CONSTRUCTION & ENVIRONMENTAL } T r I 1 ' 1 I I I 12 5 1 Sb I I I g 5 Y 1 1 1 1 a Fs 1 7 5 5 `" I `+ b' , -‘21.,,.: I 1 Y2 s S a-% i �' 4- 40 144 242 1r 3aAo��mn m ail 3 5 i 1 1 BJP - TAISTB1CTICH PRASE 14X7 00 - PUSS ea54 1111(1 I>H 4i, ti Si) a m ®1 AEE TffiCALCOH3191.811% IIFTA115, FCR .- X'- yx _ a,�'? §� 14'4 1 a ‹kr ; m Z 14 7_s a D.0 6yy D x 9 1 3 -5 .� ? i 8 3 # yE q ,&51 14 •` ^� t '' m ' S •+�'i # fl . _ g § $ a "1, SS y GGo { ,r`i + y -°'4'' `++ + .7 E . 1`. "�A ,+, 5 J. - a -. + + `� 8 g q �'�'•- _ 17.141E A 141171 V -10CALLED 0IRTABL �+ j;J a EACH "/ S U a 233 4 m NOT CALLED OUT SEE 20 IN574..1411071 ,i 7, . + DETAL0 FWND 141HIN 1 '31440 0 CF THE $8 STCRIf40142 BANACE1G1LPL104 a$ .. f r , o}i+ r5 ,5g_ 21 -d.. - - i 4 _ m - 7 . R.1 rv� "6,4_ � .; dddddd d d -' d6 dlLd r d6 d6 '�,,..,..,4_,..".„,..,,,, .,,,9- F3 GFS GYJ Gi3G G 1„ GFS GR GA G 8',8NiGL7,6•8i GF 5. 55, u, ln5 ,.. YJ N _G6 E3 In ,,. F3 Mg 1471 ,�`a' I3 ..,iR F3 G E A% EMEN"i DID 7/ cDsl' i/ ice dr, z/ /.?: f��if f/ L f/ jAIF_I i0eAre r' PROFILE 8750_.- .-_ _ ,3 _. _._ g 8520 - i - - - - - - 6250 w _- -__~ _. -- __.--_ - -_- - ---_-__--_ m %N a._ "$I_ DOPE §,G $ -'$ y 9.o a RP+ _ - -_._-_-_-.- N -- -- - - CAWS. -__ - -- _ - n� 8 ® a� x. 1 A w E 1556 114000 115+90 - - - 1+00 20 125+00 1.1410115+00 140+00 145+00 150700 155+00 184+00 185+00 170000 175+00 100+66 1054 2 196+00 195400 200+99 205+90 210+00 215400 HORIZONTAL SCALE I' = 569'•YERTCA1 SCALE 1• = 500' 220200 205+00 2524(0 235200 442+00 4 n - 5 , M1 ^ Sj 3E S o _ "' �ert q .44 + "' 'y p .4 hn .- 4`3 9: 14 f e3 8 0 44 ry 54 54 N a N m - G 0 ` G vl 53 R � 0 ,,, 41 G 1�`. "a 0000 G`, � �, 4" 0 dd G G 4 d � LLPERMIT '000 0 H 41 1 n d G � G 0 a G 00 .+ rn G � ... 41 sY ,...a 00000000 �� w '-' �, G �G .R 93 a Gam, 1., � G ,.. d ..7, ,7., I0 E^ 0' .n I0 �_.. w 77 `u_Y ,n a 0 ,n a 27 045 '� a ,.. 0 G 54 - N 0 _� d En 6 "n ® _� 1 G a+^. 1., ` 27 a F u, 0 „a t' O2 - a, tO d G ry R 0 qy N G G ti r O rnr N i� G ..> I iy G i6 G IO ISSUED FOR OCTOBER 27 2008 ForsRunner Corporation s 1941' rs� 90 481.9 S6' 565.7' rDr 68 114,9' 59' 1445' ter 265 44' 1I7.5 49.8 54' , 15' 64.2' rpr 6.6' 456.6' r4 188 4.41 Ku 12.1' 31746' 61' 64.1 646' 1,151;'71' - 3,475,0 45 151' rq4 92' 1254' win 8.5' 894' 440' 554.5 7.1' 1,616.9' 400 1,4257' 482' BIB' 7.8 11,7' 9.4' 231.5' ti IAA2f 0440 096 COATING s6E A'PE DATA 8 CI ASS IOCATIDN/DFSIGN FACTOR _ _ _ _ _ _ _ cuss 1/a72 DF a BILL OF MATERIALS _ - NOTES LEGEND REFERENCE DRAWINGS s STEM PIPEDESCRIPTH7N UANTITY ITEM PIPE DESCRIPTION QUANTITY 008.710. DE65GRIPTIGN 7,50J.IDi: PROJECTENGINEER:8.Ots fi [PCO, INC. 1 1C OD.6S1YW.T. AFH 51-232 ERW, 12-14 WILE FSE 11.244.5' 43 174UC110NBEND 4s -Ir OOIc7t7SW.T 70151-562, 860, 12-4418 FOE 1 E HDEES". C0. ROD -_-__ 14AwMk1917 09x9'01 RASH -... -...- 1249a1p14101 AJGNMENT BURVEYED:O.R.ORIFFIN SECTION: _ 2 105.3' 45 IbX1 *l 40,45'-15r06,0.1TSW.T MISL-%3!,64813-14YISFOE 1 FA �k 810* 1061 x x 121i&bGl ALJGNME1•R DR4WN:PJO TOY+NSNIP! RANGE: P_13436 MARATHON PIPELINE 1O MIIGIYDI."OBi0.1d'-10'DDx0971'W.T•AR 51.262FJE0. 12.14 MU SEA. 40 57171530145 $-1F00009Y3'W.T 4/-01004614141718FOE 1F.h, ❑ °��1w -T-e- T Iav4*54100cs1R CHECKED:COUNTY1STATE_QARFIELOG0.,CO .. 17 1434.1510N O816.17•-1500*521544.T.ARO.-K4,EI54.72.14512 1546. 47 '151147DHO9@.4r-1FQD[0]TSW.T.AFI4-%760,6, 2-4YLSFOE tEA, rd31n19PFu[ _j--(� APPROVED: UNE/AREA: DISCHARGE/SUCTION TRUNK B 1R 1700010+45040 2-Sd'�x0373'W,T ARA)R2TJU7,9b141718 1546 57 OOUC80H69105!'-ia•{IDcO.YIS'W.Y MISL-7f�2D6Y.13-14YLEPoE 1546.. x' [ so*+o ro-'sum, REVISIONS 21 170401N60021'•150Dx1UN11T AR O.-6'467. ERN, 1214518 1EL 70 10471gy 0910.70'-1s COx0375"W.T API 51-5!32 DM, 12-14828 FEE 1EA. ON ROAR LIRE �P P- • u( cowB LEE _� _ ALIGNMENT - 22 MOM KR Am swasz mt. 1.8 �_ rDrnw MEM 0186[ 710. DESCRIPTION 546757 OY STA. 114+73.6 TO 230+35.4 m 24 o s5502sa 3JlrW.T 4485,2.5414 4.441712 1 EA *51+ SME -T-T` A 1seu50FOS PERMIT ia2Y�Eo 27 1011CTIflH BBI0.Tr•-SS DOr037E W.LAR 5732 ERN, 22.4 YIB 1646 1 1[46.1 p, uA�� 0&[114: -C-r;- 1 - SCALE: AS NOTED DRAWING NUMBER REV- :t 32 044141 4B@l0.3Yds 00x9236' WT. API 64•%52 ERN, 12144181EA. Lc 0+40IFE _ -�- -91-9,,m- r9vra K.'711- SHEET No. 124 1801-00'2 A o 33 5UCTIOR58037'/5oat 6375117.7 API B.-032ERN,, 184BIB reE{ 1EA. us LLAMAS VALVE N 0840 FRE: 1249&1001-002 ^ 37 FpOMI 5810.37_-J5001637544.T,API 512514 ERN, 12.14171368E 1EA. - - APPROVED ARIZ Ran 51Ana E6uA $ 38 WOLK se%pa'-1P 00x6376' W.T. AR 1L-%5 8417/27517 - 1_EA. _ '850x[ MUM Mr , I�I,s.e FORERUNNER Atli 41 180X!1845816.41'•12101153FAtw.T.,AY6G 441, 141, _ 78TAC 13081'.9` _ -. • • : • • • • . 1 • • ---- a C:\Uscrs\Dd 6radster\EPCO Alignment Sheets\12499 ed by: DA' BR MSTER Date: 10f27/2008 10,09 AL D W 9w, 70aZ Na 213,5215!0'2' eq KV? PE1 L 511 UAW Wal Ot 90YPAW0 50 950 :744 00. 5I /24 0270V. CO 20202 4 .1.396.4 FT./ 2004 RMS ,n 71)955 No. 2135292:025 17471904,, USA ND P.O. 1107 225 * 59107056 60 7700, 5095 017/ 521,5 2009 a PERM 56 20902107009 6E777 posrarwM N 94645/24 PE COWAN,' 950 :7M55 8450, Di O% 01 20202 ,.G,, .5777.647/2295001005 G P177 Na P552002022 CIC140N. VSA NC 50 P.O. 507 28.5 T940.6 0.0)5 .19 1 7700,5' 2753 FT./ 50.0 615 0.21)951 Na 215901500027 WERNM 0r DEW ro MON oT 121504x7 955 5744 57. 42405 204955 CO1 20102 y. 7,0.34.0 rr./ 423.1 MOS .. ALIGNMENT HORIZONTAL DISTANCE A g 6 g u ,„ o A P 6 i$ _ s M A P 6 m p ,11- N b qq C •w•' ; IS ;6 ,'g e'-'2'.A.7,'n d d _ A 6' 3 '6 i `- I p g A x - a ; ; ; i5 O'v0a AAAA F $ ''' A 5 ' 3 6 $ 0, d G,.�\ a 4 A 6 i.. h A v a^ ° 1.1 - 5 i i4 4 kl- ,d- { `<., to Fitt a '✓i o 1) ffl,^ -5 n i5m "6 g +± 1) G'F'n,�a-, a`.<,- h R '`1 g U A ,., n y m g 8 0 3rz ,;3'q AMM -4-erd- G ry - 2 A P a 6 $ _ is „i' A ,[y, C S 6 6 * -- 3 A P 6 i ;r�.E'=.S_4`M` g, -21!. a n L Q % s F E a - caw -' g 9_ CT ' OE e$ R. „d- a c .., X 'Ci g T a .- o P 6 6 '" r .� 6 6 rg b f A _ - o V 1wr, .0 3 6 E A _ L,1, g 5 ,.. ' S 'C If A ,d- _ _; 5 w P. '' 6 g.2 A -:,Y _- P. ... ' S 1S d 7 P' gr 1 CCSS 5 rbG{ Z - gg a &U0s 7 50 * ! K d' GG G Y .i�a .g e '8i' 5 i - 6 a kr .2 5Fu-0n2U.A.,'� o P '1) ; 244 Loa G �I'i - g A, M i ,-' 6� 55 8 A 'R 5 - 6 + 6+ '^ �, S AA „' .z0 .. i� $f 55 50 .2 c ::`S 2 r P (Y i _ _ - A N 6 i - ^ `j _ P - 6 i - R� " .Aa n, 5 c^, u ,., N 3 'd i _ _ o F N z IS 6- 50 % ',A - F N z •G i 50 ' '6�-3 - i iM1 6- N „+1 z 6 S 50 P R a E 5 i 6 d 50 1 -g '.w, :� b 3 S 'ci a R r OIr. M • 5 15 a i _ --- a , .�5 ff FAO 5, -+ r ..Q $ _ yG� '`n & - z_ ,, 6 + d d G ��..- g g F 3 i g6 t a+ d d g s X994 g YS d G 4 2 - V - i 4 -'r s o 5 8 c6. S 2 : d G o - - 6 Yi * d G ,ap3�. , '� ' 6 2 F A y� & 3 6 a m F N;^ }. '& Z ._ s ^ 5 d G s 0 n S• r.1=' m i i5 'd 856 05z-,-,.0.1 55 2 2 0. S A S 0.e d F 1 d G G G, �t-�!., __, y�PF Se i _ '�5 i 54 d 'di '^ M $ - � i �, _ G o 0 L" i 9' 0 n G ,#,a, 3 $ }� 0 9 8 $ F z �gdg g s3 d F rc z 2 '- _ ,v,,st,§ - 50 z 55 G - '-a `50 o .,� �6 0g 5 i ` -` 2 ' R {1't •�l , ; ..,.•� 6"...t. �FM1•. !., ". ' S. , ', •'r. ..:, . : • .. .. .r .. '' ,. 7...i:,Atrr1 :; .. •' , t -- r ::12yr 4 `. ,.. c= - �..., - # / t J'' f. .. � 4�4 I {.1'.,.; ..: +. .. °b .1 +7:- • il° - 79 .. 2,565:, .. ., . Ir♦6 k/ .. -,- °., .. :' �' 795; / • ,, .t +�. .. ,.,. 215,7. ..- .,- ,.,.. 1'74: ,T., ,. f •:i�'.`',+= e, / • s - ' - ..: • �C.;24 1 �. . ' 55_:5 'i ", .�22.:, I:B �` Fr 1 , I,, / r, 111 91 :✓.' 'II Ii �- ,. -I � e' e'� 2155 "a. , . :.. .. i• I _ st Ci ! I C ,. "� i .,.e: a ' y..i . , ., ` s..,0. .,' ( �- S V* 1 �.:. -rS "1 ,efi"•.�.,•_: ys•, y v;: 1i[ _a,� \ : .� �•r; .r'~'- ij J 1 ,,�`;le b + N `s Est._,! (- a . ,: • {1 I .:"• 3}•' 1'4�Y , .:.n.w,, NA -� - A 4. , .,L-:3•• A. _ '.e� .? f .,� \`%;42.. A: 755:.,7 ,., 6 { -r„ • !rp :. `�,: 207:- M1= • 1.v- ai r (e ,C 7I71;•i+:, # .k '.y.:.:. -. ,.- .., ...;. .95-4-:::_t 55,1 ! ,550431 95 .'50.1.54 .- .7962¢956 :I ftd DOM 185 5199,44, IA' 77987 z• rT./`}T 2.5 rroDs`y-... i ... -._ A :..'•aT �.t"` 6F" ; ' �•:k .. { - , • , .- j, " ,,y+'...,,,: .. o0. i esy, /\ -.d'4l',t• f-•, t C, , .i i " {-..... i. .'1 4J, ,I,. - - , 4 J: 1 `Y r'-2,1, / { : 5 i�:'� :'1 I 1 t I. 1 ..1 I 1' I I,:. 1 I - 1 %- a -F• . r 5115 E�! I f` 1 F! �1 �. �- I' -:1 !•:.•. d' I 'i; '� t t 1 ,I 1 7- I "- .l. tl ,.11., I I I' '.r. ...y 1 I 1 s `-� +T - 4 "NA , ., / i f C. 3y� / f • / J � / , Jl��� 4-tii ! 11 _5555 SACwzABmT % t.. COMPRESSOR - 17077244., •- .. -_ 'r: -.-- _ , Y -:Se��.ae 5 _X ' �; �. .. ` "': '.r sr ` t f t 1. -.t .r. 64S$"� e1:; Ur /v?•! 1,:99 fy� I �-., _ I )I s, I ��,3Ys I i I I 14 '. ".y":I. I x '4 'e; s a#s .'.k' �.1 �' .'I' J's •.I' t•, I_ : 3;...1yt 1 I Y■ 41 I I I I It -,110 7 1 •.(I:0. J YR 1' IIS, ,i S' If I•I JI �.. I II• Q 11�x� i.• 991,1,' {- i {{ I 4 g . - P roo a7EN2+, �3srrr4aze I . I 1 tl Po 2 255' I I I NOVSTON, IX 77001. I L .'Il 57x3 FT/ 520.2001 I I Y I I _.,14°1+.....,ri 1 _ >{. - - �? 1 y .1 % ': / -1- - {. 1 1."'- i - • . Y ( users t yi -M1 ( 1 `i`r 1 1 of et to .W 1 1�. ` `6 .4i>' � l Y f' � N�M6� �A 5 +L�. x- •i- 1 1 4:-. Y -. -' - (• j,;a': 417 •' • I il.' "` t = 5. _ . pt. s .•- __ •,; -:. 1 , e, }• 1�,+ '#V 4` `41. aA1'' v �' 4 _ �. 997 ,,3' ac rE`/, •I• ��• - iC ,� �; :. ii+•/ I% 1: A r. !,; l.- ^ �` !>� \ £ y. - yp ,>, , _ l w Y 1-•j _ 4 '1 - , - 75(7!'2 23. POP'S 5 1 ( _,_ :..1 `^ / `- 1 +S� r.. c' , • \ , 1 4, c 1' •717"5. i,.',. ".j `v 2F / 1.> ..: F -_v:,. 555 _ 2 ,...r. -, ' ,.::;' :. ,• ,,. `.,/ ,:.. 1 'A . / - -. < „.c , •r ,. . 5555 {{•�..' , . ,1T Nt 4,515 _____,.,,A,_,-'11''.:_-.'� .• ,, - ----� i; .. .<:; •, : --.. - • . ,:,.H. :s,,. .P __ _ i S^ 1' .. 1 ^: - r ! 1 i e/ 4 _ 1 M'. - 9" Y,, `-,�„. , 1P . a- .� • `1 ; 1 ,Pl 'EW: :' :.3'. 'A's'.. Y•.Oy % "' , - %• y} P ,` a Lei'; BrIz77T' LIANA 0f(64"'�Ayr` i m Sc ova KR. E,.. 20222 3..0.+6,7 rt/2 IRS • _ S 3i,!A 1 s- �.1�,1.,r? { S .::•- ... = r:{___ - --�r ?{ .'i... 1 .�;. ®: ' f d,iC +.t, { •,"�i1'�y ::. 4 ; • ., ;,,_ . d_ f r0 I2 1/4 CDri 'EC.33 '� /a - ,'1} , , .,aka, ► f { 25-L1/1R - ., . I2 {i ..7� d 17� 'I�. !._� / e i'-� \- {.•�-t. / / -/ / 1. 1. l A•_ 4 rt { 7 p'. \°o . • t. . {I /� �� +'��,•#}�,�' • ,di . ! 511.32 ?/*. `•,/ d o,••. 4 i 0 •a'I•.. / y �'':. I �'. t, 1, ` ,., oats . 'fi ''?3.- AS <i %,' i �s +`" 9 Tor' rl! Yj:' 4w35 k. 99:;. 5 q rr1 1 4 ,.�iD £W I' 6LORt. .]S1 +'f y /1 y z_1 Mao 1 14 ' >' l , t x Y I 2 1 .,. t y.. M �l "! .: - _ - ` - : •;. 1 1. 1 �. ' ({A+•,. r .. 1 y ..' p Ltl,a 4 Ti.. _hY �fsn �� t t}� ,• 3 I '.' •Y, 1 { c•9 yi r, , . / i•�..a ' 1 , r SSC: 29, 3 33 7 �`KS$S, R9 1 }i"y T,'. c. . E. 1 ry,, ,/ \ .r „ o .._a'1 :Sed loos FE6 1 r 15•,x ytf3E• t }Tt'.1,.. - 5 .. ... .. ^': •,,. .9'1) -. f;., - ..- .. ,' . /'. •�� .,� 2 1 ,: ..'-`s ,yfit: 1 F1 - •, / F o, ,.'4 _ .�.-. . ti .7. ., ,.. �{ 2 .. ✓ ^..1 I. I ' ":- 4,•..: [i 51 1 c sc. s -•+55 5 F •.t.yYSG `19,7, : +' A. �`., ry ,% " _. :1r/ �'..�.�`. ..y /1 ! 7� / �,; 5 y3i :' 1.% . 1 ;Sr 't' r. ( - -, ES•s,r �' •-h RKi,=9 .1. Y' 1 1 1 1 9.7 � 1 1 't I - V__ ...5,» *.;,'� r.�ti /i IS1 '1 -a'1 t f . . t , 75 L", * 4 ,-' / .. A `. c 46`'..`. 3 FE�r t ..: 41 8 Q �dl , P07122 Pa M931100027 0x'8x[800. A ,:M IK CdIPAN7 8 950 0741 50 12Hµ 40447E_2 744 80202 rte- 30729 F7/o•59/ RX•9 LI 48x'44 80 216410240012 244 147 * BOY 275 0 805774 72 7]001 1900P 477/ 6+109995 �. - - ALIGNMENT HORIZONTAL DISTANCE 51 e _ A 5 .12 a d G & Si 3 o Fr- 5 75 y d' ¢ 'i - 5 - o i d _ i - 5 - LL d R g cno�o 5 E d G It 0 S 7 d ti IU " g :t§ VI r, 0 SS t , _ = 5 ;� 5_ `.`1 d ,d_ d d--4,;,, G G, an .., - o m d K' Ei El e d G i g �, FA 043 5 IS d d QR, $ ��n�wonop� 14 5 6 X d G R 2, - §gAg 5 1= P d . 8 I5 E d '" t, S 15 r_ - /2 .- t. EA 1 - I3 B d k^ -o !!1555 5 5_- a IS 77! d ,---4 G ,.. Si k sq 9, "G" P_ 5- is- = 'a' d d G G '- s Si ry VI - 6 "1 d d' - - X d 4a „PP$� - " d ' g N IN, p , b o = I$ d tE , bi -w a- 6 N ,2.- S'i',.§ , ' El _ „- 6 6 °,A{ i2 d d R 413 6 VI d 5. _ : 9 R - 2H ,,_R - 6 74 6 o SS rg14 d d d d G ,_G_ G d �, 443 bS P 13 d _. .,§",,,,,,,,,,,,,y, ,-, $ as moa $ a 15 i',,, d CI m g z Ys „ $ :: 6 " F 2 $ Ys ,.. o $$ z A ". F 8 _ z is R 15 5 z As 74 A= -,,n- m�N$ '"' 445 az = b F 00 5 b R = .; g `1' I3 g R FY YS o .ci 2 - b a d G .- z IS k`' _ - c'F6 § - is. " _- R 6 + A s t_ 15 N. 6 _ 51 W 4 + d ,.± _' $ z A .,fy A 7- $N 5 Y9 A R 6 - R .L4 104 z t5N i e 3S i! a d g z l: 45 0 < t, A t 3 z is 1 a `& °-' ri r v s '. '1 11 d •-'7.-• .,, PLAN t,;•rrf ; . .c4•. � -- I. - _ - - - '<'-. T rs^ - da 7. : - I '4 -YTS. r.. .. -. - ''RIA k.S J I s s R0'• 1. - _ - ' - 1i -L -tea i� '- cl V ' c• I • -,,,,a, v' u3,fiy ,- 4 -' " Z(±' s, "`�,.. i,- � I' ' pp3N 15: ti- 4,A • ` .ai - r , .' '1 to I �.I��. 2 1 I -`,. - 'y59: Y 3 4 1;,,,;?, I, r- •�I I 1 I 2 -III I I in I'L.I .fir. I . I 1 I I CEI0? r4, 1 I t 1 F.,I 1;�'- i:. f 1 I I !r. ,��:., �u T.1 r.11l 6 'IUlli ` I - 11841 4_ 411!011 I 1174447 .ofii �.�'IsA�" .d^.".R-9s�� I I,. III Il 31 1 I 1, I 3 I fr: S 41 i I I�} I .vS -:�_: � t-.' obi :+ •`, Yii'ir. �';" ,l :x'7 :1 4 '• i h • � s 4, - l- �- 1 I I , I I 7. , a 1 !'.. I . ` 1 I � 4. ,. I ti..; C, 12 �: ..I I 1 . .}. 1 I I -:�. I I 1 1tfi 'Y'4 t �' I _ �- (. _ j I CSO 2714154 ;., 4. ,'S`_}: GM 12477 IRA 142 b.• - ! 7.r - .. 71-.4 • �, I . h I .I �n� _. •stc. _ . A4 " 7b s r/9 c,. .5 .- 1 .1501 O 1911 ` 1,. , 1 : 41r9' _ , • I . II 4 }•. .. ' ' r1 .r 1' A ,lY ]; - I I n3' i,. FARM 4440441 n I OAR �. ` \ .,. :_ '•�'. 5544 roan sJ• Iaa 156 _ t. I� .. ti , ! I •. 3 - s x.1 < A�•3i l f l t-iy7 �A 4.Tt 7 Yyi� )�' 4 a ,.., 1 E is ; y 1 4443 ... .r. ,,.••.1,,., ..j4 I 4j111! I - 4� 11 I L i. A. I { I ],'r IPII 11 II I - I 1,.°°:;-2,, 'Itl " I f f ♦ .. I I i"s'' I ' 4 I :. I -.�5 I ;_S tsrT to'aEaq:r 1- I 1I9.i � �- --- `. 74.4 `7417. Pn -_ - `� I 784721 n i1691]:>a'S1t2 G1fw7/L/1IXr. VSA ME 1 � P. V. Sae 795 raewiELr./51, atan�Wuas. J { _ _ __ i.f _ft- I- i / - Fuh 4 �,_ I 1_'.. ii.: i 1 -- B „�f . . 1 1 - ,I4 k 1 13 J 1 A ;\ n .I - 11 ....-- qao I ,. +.r�, 44.4 II 1'' I e` .E> ,Z tomSEc.; 1= 8e *13, TIoS, 7095 VD 580 CO -:.GOR Vl �q 150.0,.ii ~k.. i4 :.AI 1 .. `c� '�-y 500180 __...,-ii ' ,SW 2. 4 1 9 t SFC J I r! . _ _ 1 i � f 5 j U Lw� 1 I '' 7176 ppk. 541753 �' .i: 1..- : ..- �.Y. Y At .. __ 4 ., •_ , w ' a•.. /�jj`7�I 11 Ela lr �m \ :. f �... I i'17 `•,: \ 1, .44 +: .,g ]7s £4147, PEST - i'T' 414 iD 580 CON. SEc,I ''�7 '. qJ. �1x, X- M 1 / 7 A., L g �YAO^63 ' 2' I USC40 - ... 1 +7 ...^ •, . e. ` 1.2 ..,- ..�'.3 li+wn.1: .XSl. ..1 191 _ y USCib T ..., 'K jS� .1 r-� -_R- h.G' - i ;- '- CONSTRUCTION & ENVIRONMENTAL 1 g a • 1 I g w - 1 i a _" 1 41 ' I I 1 1 I s I so - oaisIn cncx roves OM Fes} I-'-� 3 1 .� i 9 I, e I 1 14 I �T' 4414 - Posr (C715061.0071 aH4�-1 (taE14 "1 1 ISI $ o n o I �I � 1 P p a % 1 1 1 7 a SEE TYPICAL CONSIRU GIN D T*LS FD9 s q ce 15 15 w 5 L1 a oR S c`w', ' ry a e_ s ' L o <' 4, 0 rD m s m A m EACH SPECA1CALY CALLED OUT DEMI. & Q ¢ AMER.20412E A 047844 UREA IS 2'' la = b' '4' i5 E i4 e a 48 4 ?i k§' !!I1• 1, l£, ; 6 a Y. o T��# NOT CALLED OUT SEE THE NST4110 N b �a a�i1u w �i ,, i '�" 1 fs z �n a �ii .,- Y` DETAILS F0.41D W1n9N APPENDIX D OF THE LL < 4 v�rn 9TDAHWATEA MANAGEMENT PIAN. 62 ' ;3 .'fv', �.' Wa a P d�.i - G -4.6.6 G,6 G ry S e t$ M 2 R R. R} m s 1,4 . ._ 9; » 1 8 1 1 3 10. .'',- 1 ii. VI <aa .6 AS 6 .6a a .6644 6�z63 3 a A 6xx4.4 6 61-6666 a 44 ;444 d .e & Gd d G ,,.••,6 444 d G Yd s Ydd d 44 G td 7Gt G .d�G d �Y"4n b 1- tu I'7 45'7481! T ./- ---f /117 s'FanA.T !/ rI W - ,/f!/ , j�/ ; ,, / OWE j �� f / // /! /iii /// //4'85 PROFILE 9080 - ---- - -- ---- - -- -- --- 4!544 k --- -- .. _ . - - - e � � 4500 6250 - Ft' FA - - - -- - -64844E - -- - G- - - - - - $ --- - _- - - -a a 64444 55 s*544+W 40.040 430+1%1 455+44 449+0* 9 4 4 0 175+04400 -037.571 .90+10 5+90 0711 566404 560+040 469*5L1 570460 375+00 - - 360100 364+00 390+00 4495*40 460+50 400+00 449+044504 4-701.. 425.1.011 43.171 4480 40 ISSh97+0 ,60 I�T20NTA1 SCALE 1' . 50G',4FN004L sans 1.. 500• a ti 6 m= as n w .ec o •" 'yi P_' g, I� '� n "' "' n .' 4 4 4 a a m& 5J V>_ a 8 AU a_ E.WG F a 0 g 0 w 0 0 m 0 m a a, 0 0 m v g 0 m a, a 0 0 V 0 N , i G� 0 Z 5 0 i ., o U 0 s -a 0 0000® a w G r- a N = g 6 g if a Q g 0000000 i§ E„ L i i '4 11 i 4 5,-6'' f i' i i. h a ` A G 0 i 0-� G K 15 0 32 g Q® a 0 7D' GE 12499 000--0SEE 008 ISSUED FOR PERMIT OCTQBER 27 2008 F000Runn.r'Corporation 11450' 117 7027.9' 40.0' 2105.4' 7.3 24.1' 6.9' 744.5' 6.9' 156' 49 It 2035 4151. 119.4' 95' 3,13501 6.9' 225.7 6.6' 166.4' L7 661.6' 6.3 110.2' 4.5` 390.7 6.6' 44.9' 8.5 426.3' 13.3' 91419' 72' 432.7 175' 1,461.2' MAOP +414 Pso C0 TING SE RPE 491* CLASS LCCA1ION/DESIGN FACTOR CLASS 1/ 572 DF - BILL OF MATERIALS NOTES LEGEND REFERENCE DRAWINGS I� E ITEM PIPE DESCRIPTION GUAFITI7V ITEM PIPE DESCRIPTION QUANTITY DWG. NO. DESCRIPTION PROD. ID 8: PROJECT EACiINEER:Il. d�E41 E CO, I INC.C 9 2P 043.0.250' W.T. API 5L-432, ERW 12-14 8089 FBE 13,441,9' 405E8 LA040.8 -- __ lw OR Pa[ pay q1 x*q1 -... .,,- 124122-l801-083 ALIGNMENT SURVEYED: D.R,ORIFFEI SECTION: 4 4706x WIWTM3..43i,BTN.40MSMOMS 1214NILS FOE 820.04 _ rttus 7{ 2,C Bd~I��p 124641T08806 SOUTH 11E -IN PIPING PLAN AND DETAIL DRAWR:PJD TOWNSHIP: RANGE P 13436 MARATHON PIPELINE 18 UMW' B1310,12,24' 00•037S WT. ARA-ALEl44.141411L8 FELE 1 EA" perm, 824 LINE ------1�- MAL .641•716 *04 CHECKED: C.bUNTYISTATE f3ARFIELD C0.. CO !FLOWN17 U!FLOWN80+D 17'!04004037E W.T ARS -Xs, 4189, ffi148L8F 1 EA. roN LINE -fFf- IQ APPROVED: LINEIAREA:. DISCHARGE/SUCTION TRUNK 18 roucna4M4,1729{474OM' Ws.+fIMAI EAw.12I4BLS FIE 9418 �9, �P-P sk c41w0CAV67.m' REVISIONS 20 EOUC1108 BSI20'.2D'ODi03TS 8.T_M48,4 ERE, 1214 BURS 3EA. US WAR UP - - ALIGNMENT 22 MUM%8010,2Y,74'00x0376W.T APIa5 .ESY.1214MARX 1 EA. - -p--- 793]80 4'RSWEGi4*50 0410[9IOW4. -T-Y- � No. DESCRIPTION DATTEI BY STA- 349+81.8 TO 4$6+63.6 23 FLUCTICII59i0,49',20'O0A5.3T6 W.T.AR &3414 ERN. 1x14819 FSE 1418 uC 16afPN41£IA*--7-T-- ® A ISSUED FORPERMIT 10127108 BO 32 FEMMIBEIMD;4717089031VW.T.AR R.XER8, 12.14 BURS, 1 Ek, 1 !LRAM 119E 044012 CAB/ UK - c - c - I SCALE AS NOTED DRAWING NUMBER REV. 38 MUC89N69i036'+2C00.40S26'W.T 818_41; ERN 1244 BLUFFS 1411.. 101052 L9.4 _ _ . • 78410*00644* SHEET 744. 12480-4241-004 A 48 8(X/01)34 944 482.24500.03/SW.7 API &-332.ERN 1.244 Las Foe 3 EA" 1* 7891119E 41014E 184 78013 FILE: 12450-1801-004 48 MICTION BEA 48'.20' WT. AR &-911EAW 1214 SURE 1 EA. MID, *14444'5 ACCESS 83444 STM/DIUAro6 84 NIA10ndMS911k64'.20.00403T6w,T. AHe.-252.24W,1414 SU FEI8 1EA. RHEUM 765111461 MOT '4 -. FORERUNNER `^" TOTAL 19"881.8' •• •••.• • 4 •• e+.44+ •1, I. 4 -•� ..i. e e• s . 4• h -P Y.l.f ';• 414.' 04 Lv.1' 1' � ..r 4 `y ..� • K-'-}' 'r 1 !•. ,••. T• ]�} •`'1_. r. + X,' rd _ BORE 4 1 ali ` Ly • 1 7 • ' •Tr.s 4 rE, • . ' • • a L �'+• I 1, 7086.89' 1L} i -"•t Sr Y•t6 4 Y a ,Y •i� {+.. • o Cst a ► ."#t �` p• . t HALE d•8 BORE 7092.77'- Apparent rola mf approx. 9ro++d mPG HOLE BJ BORE ...• 1'-SLtY GRAVEL villi fond brow, 7696.22' d? £ne- m R lom%F moist. iw HOLE 11.5 4'-SLTY SAND, Isom lia-grained, 8 loose, moist, nm mnenlolkn 2 i. + •F�.M1, - • ♦ Y t • ' ,. ` • 4 ! •r 4s 1•e • • `1y-; ab �. {- i3 r ` i• ; 4 -foot depth - 'I.-MUNI-MEoth Y la F kid. 7-0 lwN tightly .eotNa�M fractured 2 -WUed, fr dad gray, had, slightly smothered, fractured �• r rA 4 . r Crr,: ,4 _ f B � A 'r•a �� e r 4 i SLIT SANS - r, j..; ..- - .! 1, til d.. ' ♦. - 30' '• �.., i. `.�♦., t,`t •� J••b' Yt7• �+, tM ffwa. ♦ii }} �f•M - i '•• L _ a 4 y j S ,, y � ti . �, Z. �', . JL 1f ' ' ' • 4-1 E. r ,A' � �� •t- ���y• 4e �.' • 1 • A -.. ' I 2 4.++ � 1 -. >.{' •• i . � ! • •` t � c S • � a= t �;• , \,.: + ..;�• s 4 A - t • ,H ;t $[.•.� _ _ 1} . -•� . • - . pD•Ih t- i 4t•- ..,. "'. _- ir1♦ „. li 4 .: •ati t, `' ,� tl * (.:. T• -`'.• ' .•1. •^-t '4 1� i3. .•. •1 �, b Sl.y. S a • r+.*+���' , a� ss~i mar;.. k j1t�� A � �e1 il• IhS`.4 11�� t : , �, +T l ir. ,..! c� a .1,+ Y '_ 4 1 1 t v a xt ~Y•1:- -Fp,, '. • { ♦ u, SYr t. \L3 t , •' 4 .f _ 10' grovel, broa8 lo�murse- oFFe2, wiry loose, to rel na San - 30' Boring m moortHI and depth duo to 6wnpa raNnd on rode. 10' relyml I ko4 dry m muds me, Note second attempt to md'nome hail appeal -d ly 5 feel nm nehue at 20• death 30' Bt laminated al 6' muga mod depth duo reload sampler re m r 4i tl ,• t yt •• I. Et 0.S. 0 TIE IN POINT 118. � +. - G� ,` 4� T \ ks eltscya.w� • -. r< � i,J - • \ R. 4 ••. r i a y', - TO NTERPRISE P L •�, ty ;t" r• F \. �' -0. 1' •• y7- Y 11. .XYZ. �[.'.: _ y,r 4. r •".4.8. ♦ S°. . ( �, _ J� , y C' .1'r j 'S A 4' 4.dy �. l 40' 1 - X00 OW POINT r . Y. = "P�, - •wk.,: !7'+�� `�7�11 ,t • -• •• 40' 4 ' k» .• • „:11. . - 0+85 8lT'r..1 BORE HOLE 0.3 . ? .BORE HOLE B� P • \ �7 e l ' F "+' =S" i ♦,. 1, ' w ♦ S^.H i 1.:1"...1•.•.- � 1 � • Y `4� ,X:166611 L101 S � ,ti il. N:4663661.828 //+j+++ EMU ka :.� �' a _ i� 1: 1 4 COf7. SfC. 7 .� e f {. ` 1 1. 3 ^ . .1 ,. - E:2138998.788 ♦ .S E:1218980.621"'J ,', '•- •♦'/ - �, - / -�. {. - . •-- - • •. - "• ELLv.:7sss.e91 .,'�' AA -ELILv.:769Ltn dL�� �'L 1917 2 ON STL.711t.':•.:'1 - - ,, • .. .... y ]V -- at ! fer 3t,5 - ` ♦ -�`,.- .. PIPE W/T-POST a aL - ... 1 ♦ -Y'• • • �• L a • T� • ..• 1.1 - - - F _.... A`� �1�1�1 , i^dx= 4� j - .? t . it _� •' �' _"•� ', . ;• .,1111 ` •�: ti , 1 'YTw y M !i ,cr t, 1 tl .�. 3 �.� ,i•.*s--a`. '+y ..�'.--N, �,� •riLl.,, • oil,. • •.Ii til .r• ., • - • ?. a "t• a...• _ ••.1 �:r‘\��j�,,,�1, V"ll „•�.+ t. i�.•' �' ": .-i'+�>,•• . , i 1 - tl . tr II BORt HOLE B.B ���11 ViN, 1 r`11��,a �a� .O% ,4'.4 1-' `:i ,Ni' -`i. r•. • SI• Ai_ eN:16B5839.062 {11,11,`Uq lll. '41.7*, .`i ,_81"6•••_y-4114 . ♦ V. 4''' . fi- l'" *, ° +y- �.� 1 ♦ .-,. IT • .•. _ • r- `a•'j'T i• �- _.-,- F:221E988.118 \}1�` �1}y�_ % y '`at, .V.‘''' I�/��♦//Jr% _,._�ELEV.:9858.24i`� �i`• sf•ti'M •�.'.1 \*. 'lwi • 4, .iti.. ,, f .r.( •I ii/ I •g� a�•�' T• '�•` /�f'I Z y'-` 'Y..ea • y .Y= '• l•;..y ' k.' M, '�9CC•Y . . } rs _ c�'r/`"fyn .rJ7a•y Vs,� 7• ►. \►�.I. ltyebb. r �.i �_ ,,,//////%%%/ 7' (�/�///,//� t [flgtiL C70571NC OORRkEO m ru4Y• Y' '' s., 1,• vJr Y, �'i41 ,. F,b3,p'�'J." �•: ,,�ryp�• i'sr} ` aF'%}iM 't,•. •+a �1 +¢ i� /1��.�1.+[(/Il i .f .i �,-- 'r \.`♦'�i VALVE IN VAULT grCf55 _ ••i.1 •_'r:`' �• !•, _.1 g"'O \ , -.r, IL. w �,1..�. .`� -- /.--��, ''OAt) •.. �'•... - i iyiY°" •_ ,.k.. {+ ; 'ti - -` �rR ...-+ � r`N. +u . .1 4i 4• WI 4 Yt Mr 2 i .,' lj�;,;. ,Y,• 1 PROPOSED PIPELINE (SEE OWG.12459 IHpI O61} ,y -� 'Z -- OFO -_-•.r6 , ♦ "i �.�. t.twr�' �y, 1 , � . :klir• JIS 11 _ .• 4 i1,- ,. ��t' .V '4. i 'E A _ ) . RFs D ~ . `L } Y rl. • ♦ . . • Mil 1• ` + •• ••••µ l +S 10•'.� `it \' 'k� ,• • ,• ., a ETNQIR/WLl1AN ;:^� _ -R,,,, 4 f. .,� .,,� •, , , •'e+.a• ; •, - �. •' a ..i .A • 3} OC1P_� 'r±.� „ `. t •••,-i.- •'• .•} * `•• - t� '�4-,� •} •• •. 1„ 'f d a f r '!•', AFM `•-`•• t �,`� . '°.,S-•'�t - ,A*i•.•• ,�, • ' ter• • R `t-•1-• 1 1 i T1 R_ r :'1j. :.• _ L ENT,` '•. L'tc. ♦� • i. y .. l• 1> a %'tkktilb '�' •t8� { + a , ►. �••• 3k, 1} 1 i. .4. . 1C � '- •._ :• . ••lh .� • iik e•. 1•,�I�II' .14•\♦'.� \ ,, �1e. • [,.+`e■•{"•1 ; Y r 17 p,. J'\ y-1* •�.. •! a •. •1 • h - • • .-� •a,• • w• , 1•d 'J SCALE 1T-50' HORIZONTAL ✓� 4 �1 f • - •7� .. .1 t 1 a t.. .VIC i. L"1L A► •1"1.3Ga l.4.4.7 w 7750 17750 1 r 1 f T 0 -. I%%ETLADD BOUNDARY WITHIN PERYANENT 640046NT 1 P7725 lin a 7701.7' zn 7700 '-tT� L$, �x 3''pp•• ,9K Pg ;"1,1 ' �r�i GY �-C_ _-. I]TJ 7700 ��yy N -- - .--g yby _ B B G' i A' E3 GB doG _ a _ •1 v �iA. ban CI 1PROPOSED 111E 7675 7675 - a C T SPT. Eli,/ 7660 6 P (7763.4 - 1• 17673.19r '-- 7650 16. 0.0. 2 0.375• W.T. API -5L A70 1 UED OR PE R 7650 4/ 40mie ARO OVER 14-16m1i EBE OBER i 24 : 7625 7625 - l491.0'�. x6.000. 0.0.. 0.375 W.T. API -5L -X70 W/ 40 mils POWERCRETE J OVER 12-14 n916 EBE 7600 76017 0+00 0+50 1+00 1+50 2+00 2+50 3+00 3+50 4-1-00 4+50 5+00 5+50 6+00 PROFILE VIEW SCALE 1"=25' HORIZONTAL, 1"=25' VERTICAL DOTES:.'11.11."=7.1=!: RE60001 i Df1,45860 56619040 ENGINEERING RECORD e' \ •• '• ww-h r dint a w, a, _ C C. EPC Or IN ENTERPRV3E III -III 1 '®� 10/14/2099 rte, w.d. mm. e®�♦,=e 4 •ni +. e: ano,�,e w e..b'•ia� .'" i4 •era *ilfti 1111. - , +-.R .r�.r tz.,:zreamti, ioP-13436 t FORERUNNER ‘I ,•�•Mown �•�• L.a,,,\m,w„ '� �'�' 01ECIBD 0 10/22/2009 �r MM - _....M.112111-11111111: MARATHON PIPELINE WEST FORK PARACHUTE CREEK HDD CROSSING PLAN & PROFILE �� ���M �_�_ ��-- r - 0'�=� 1391E0 FOR PERWIT �G �4 !; MAI PER PUH Min 12499-4 1161•0471MI GASPED) CO., COLD ec no 12499-1801-301 lar A DNS. N0. 7111E REV. DESCRIPTION 1P1111171-. tlifi DA filii 1' 1 C �� Lines\12499-1801-301 PLN & PR FORERUNNER CORPORATION GEOTECHNICAL ENGINEERING REPORT EPCO PIPELINE CROSSINGS CONN CREEK AND PARACHUTE CREEK GARFIELD COUNTY, COLORADO Submitted To: Brad Olsen ForeRunner Corporation 3900 South Wadsworth Boulevard #600 Lakewood, Colorado 80235 Submitted By: GEOMAT Inc. 2060 Afton Place Farmington, NM 87401 September 12, 2008 GEOMAT Project 82-0715 E ©A7 ATN C 2060 Afton Place • Farmington, NM 87401 • Tel (505) 327-7928 • Fax (505) 326-5721 September I2, 2008 Brad Olsen ForeRunner Corporation 3900 South Wadsworth Boulevard #600 Lakewood, Colorado 80235 Subject: Geotechnical Engineering Shady EPCO Pipeline Crossings Cour Creek and Parachute Creek Garfield County, Colorado GEOMAT Project No. 82-0715 GEOMAT Inc. (GEOMAT) has completed the geotechnical engineering exploration for the proposed EPCO pipeline crossings at Coma Creek and Parachute Creek in Garfield County, Colorado. This study was performed in general accordance with Activation Order No. 1 of our Professional Service Agreement No. 12560-A. The results of our engineering study, including the boring location diagrams, laboratory test results, and test boring records are attached. We have appreciated being of service to you in the geotechnical engineering phase of this project. If you have any questions concerning this report, please contact us. Sincerely yours, GEOMAT Inc. pa4 Donald R. Baldwin Geologist Copies to: Addressee (2) 000111. 11 ,2. c ":George A. Madrid, P.E. 9' 1. u 6 •Pxesident, Principal. Engineer kr, Geotechnical Engineering Report GEOMAT Project No. 82-0715 EPCO Pipeline Crossings TABLE OF CONTENTS Page No. INTRODUCTION 1 PROJECT UNDERSTANDING 1 SITE EXPLORATION 1 Field Exploration 1 Laboratory Testing 2 SITE CONDITIONS 2 Geologic Setting 2 Site Descriptions 3 Conn Creek 3 Parachute Creek 3 SUBSURFACE CONDITIONS 3 Soil Conditions 3 Conn Creek 3 Parachute Creek 4 Groundwater Conditions 4 Conn Creek 4 Parachute Creek 5 Laboratory Test Results 5 GENERAL COMMENTS 5 APPENDIX A Site Plans Site Photographs Logs of Borings Unified Soil Classification Drilling and Exploration Procedures APPENDIX B Laboratory Test Results GEOTECHNICAL ENGINEERING REPORT EPCO PIPELINE CROSSINGS CONN CREEK AND PARACHUTE CREEK GARFIELD COUNTY, COLORADO GEOMAT PROJECT NO. 82-0715 INTRODUCTION This report contains the results of our geotecluucaI engineering exploration for the proposed EPCO pipeline crossings at Conn Creek and Parachute Creek in Garfield County, Colorado, as shown on the Site Plan in Appendix A of this report. The purpose of these services is to provide information about subsurface soil conditions and groundwater conditions at each site. PROJECT UNDERSTANDING We understand the project will involve the construction of two pipeline crossings using horizontal directional drilling (HDD) methods. A 20 -inch diameter pipeline will be installed in the underground crossings. The horizontal borings are expected to reach depths on the order of 50 feet below existing grades. SITE EXPLORATION Our scope of services performed for this project included a site reconnaissance by a geologist, a subsurface exploration program, and laboratory analyses. Field Exploration: Subsurface conditions at the two sites were explored on September 4, 2008 by drilling five exploratory borings at the approximate locations shown on the Site Plan in Appendix A. Borings B-1 and B-2 were drilled at the site of the Conn Creek crossing; borings B-3 through B-5 were drilled at the Parachute Creek crossing site. Geotechnical Engineering Report GEOMAT Project No. 82-0715 EPCO Pipeline Crossings 2 Borings B-1 and 13-2 were advanced to their planned depths of 50 feet below existing ground surface. Boring 13-3 was terminated 18 feet short of its planned depth of 50 feet due to auger refusal on rock. Borings B-4 and B-5 were terminated at depths of 2 and 6 feet, respectively, due to auger refusal on shallow rock. The test borings were advanced using a CME -75 truck- mounted drill rig using continuous flight, 7 -inch Q.D. hollow -stem auger. The borings were continuously monitored by a geologist from our office who examined and classified the subsurface materials encountered, obtained representative samples, observed groundwater conditions, and maintained a continuous log of each boring. Soil samples were obtained from the borings using a combination of standard 2 -inch O.D. split spoon and 3 -inch Q.D. modified California ring barrel samplers. The samplers were driven using a 140 -pound hammer falling 30 inches. The standard penetration resistance was determined by recording the number of hammer blows required to advance the sampler in six-inch increments. The 2 -inch O.D. split spoon was employed in boring 13-3 in lieu of the ring sampler in order to enhance sample recovery of the loose, wet soils. Groundwater evaluations were made in each boring at the time of site exploration. Soils were classified in accordance with the Unified Soil Classification System described in Appendix A. Boring logs were prepared and are presented in Appendix A. Laboratory Testing: Samples retrieved during the field explorations were transported to our laboratory for further evaluation. At that time, the field descriptions were confirmed or modified as necessary, and Iaboratory tests were performed to evaluate the engineering properties of the subsurface materials. SITE CONDITIONS Geologic Setting: The project sites are Iocated within the Piceance Basin region of the Colorado Plateau. The Piceance Basin is described as a geologic structural basin composed of thick sequences of sedimentary rocks ranging from Cambrian to Tertiary age. The basin was formed by broad regional uplift around its margins. It is bounded by the Grand Hogback Monocline to the east; the Douglas Creek Arch to the west; and the Axial Basin Uplift to the north. The topographically higher area north of Grand Junction and the I-70 corridor is known as the Roan Plateau. The Roan Plateau is composed mainly of the Eocene age Green River Formation, which is composed of sequences of.lacustrine (lake) sediments including sandstone, nmudstone, and shale. GEOMAT Geotechnical Engineering Report GEOMAT Project No, 82-0715 EPCO Pipeline Crossings 3 Site Descriptions: Photographs of each site at the time of our explorations are presented in Appendix A. Conn Creek: The site of the proposed Conn Creek crossing is Iocated approximately 9 miles north of De Beque, Colorado in Township 7S, Range 97W, Section 17, NW'/,. The crossing site Iies about 600 feet east of County Road 213 on an existing pipeline right-of-way. The ground surface on either side of Conn Creek appeared to be relatively level. The Conn Creek canyon appeared to be on the order 150 feet wide and 30 feet deep at the point of the crossing. The ground surface drops abruptly down to the channel, with near -vertical slopes on both sides. No surface water was observed in Conn Creek at the time of our exploration. The area was vegetated by a thick growth of weeds, grasses, and sagebrush. Parachute Creek: The site of the proposed Parachute Creek crossing is located approximately 15 miles northwest of Parachute, Colorado in Township 5S, Range 96W, Section 7, SE''/. The terrain surrounding the crossing is characterized by rolling hills. The crossing site is Iocated in a topographically low area immediately south of a steep hillside. The West Fork of Parachute Creek flows from west to east through the area. Surface water forms linked ponds upstream from the crossing. An unnamed, unpaved access road lies immediately west of the crossing and partially dams the flow of water in the creek. The creek channel appeared to be on the order of 40 to 50 feet wide and 10 to 15 feet deep on the downstream side of the crossing. A ponded section of stream approximately 80 to 100 feet wide is located on the upstream side of the crossing. SUBSURFACE CONDITIONS Soil Conditions: Conn Creek: As presented in Logs of Borings in Appendix A (Borings B-1 and B-2), we encountered generally similar subsurface conditions to the depths explored and characterized the materials encountered into two general units: 1) lean clay; and 2) weathered shale. In both borings we encountered stiff lean clay extending from the ground surface to depths of approximately 5 to 6 feet. The clay was generally dry near the surface, with moisture contents increasing below a depth of one to two feet. The clay soils are likely residuum derived from weathering of the underlying shale. GEOMAT Geotechnical Engineering Report GEOMAT Project No. 82-0715 EPCO Pipeline Crossings 4 Below the lean clay soils, we encountered weathered shale to the total depths explored in both borings. The shale was generally moderately soft and moderately to highly weathered, becoming moderately hard and slightly weathered below depths of approximately 25 to 30 feet. The shale was weakly fissile below approximately 25 feet. It was possible to advance the hollow -stem auger through the shale with difficulty. Water was introduced into the borings to aid in drilling. Penetration resistance (blow counts) was consistently greater in boring B-2 than in B-1. Parachute Creek: As presented in Logs of Borings in Appendix A (Borings B-3 through B-5), we encountered variable subsurface conditions to the depths explored and characterized the materials encountered into two general units: I) silty sand and gravel; and 2) mudstone. At the location of boring B-3 (north side of Parachute Creek) we encountered very loose silty sand extending from the ground surface to a depth of approximately 32 feet. The silty sand was moist near the surface, becoming wet below a depth of about 4 feet. The silty sand was generally fine to coarse-grained and contained variable amounts of gravel. Below the silty sand in boring B-3, at a depth of 32 feet below ground surface, we encountered mudstone. The mudstone was massive, hard and slightly weathered. On the south side of Parachute Creek we encountered loose, moist silty gravel to depths of I and 4 feet in borings B-4 and B-5, respectively. Below the silty gravel, we encountered hard, slightly weathered mudstone as in the other borings. It was possible to advance the hollow -stem auger approximately one foot into the mudstone before experiencing refusal. The mudstone fractured into large angular blocks during drilling. Groundwater Conditions: Colin Creek: Groundwater was not encountered in either boring at the Conn Creek crossing site. However, it should be noted that groundwater elevations can fluctuate over time depending upon precipitation, runoff and infiltration of surface water. We do not have any information regarding the historical fluctuation of the groundwater level in this vicinity. GEOMAT Geotechnical Engineering Report GEOMAT Project No. 82-0715 EPCO Pipeline Crossings 5 Parachute Creek: Groundwater was encountered in boring B-3 at the Parachute Creek crossing site. The apparent water table level at the time of drilling was approximately 4 feet below existing ground surface. Groundwater was not encountered in borings B-4 and 13-5 on the south side of the crossing. It should be noted that groundwater elevations can fluctuate over time depending upon precipitation, runoff and infiltration of surface water. We do not have any information regarding the historical fluctuation of the groundwater level in this vicinity. Laboratory Test Results: Laboratory analyses were performed to determine the in-place density and natural moisture content of samples obtained during our explorations. In-place dry densities of samples from the west side of the Conn Creek crossing (boring B-1) ranged from approximately 87 to 115 pounds per cubic foot (pcf), with natural moisture contents between about 11 and 14 percent. In-place dry densities of samples from the east side of the Conn Creek crossing (boring B-2) ranged from approximately 87 to 107 pcf. Natural moisture contents were between about 9 and 14 percent. Samples from the north side of the Parachute Creek crossing (boring B-3) had in-place dry densities ranging from approximately 84 to 92 pcf, with natural moisture contents between about 28 and 35 percent. No soil samples were obtained from the south side of the Parachute Creek Crossing (borings 13-4 and B-5) due to the presence of shallow bedrock. Results of all laboratory tests are presented in Appendix 13 and on the boring logs. GENERAL COMMENTS Our professional services were performed using that degree of care and skill ordinarily exercised, under similar circumstances, by reputable geotechnical engineers practicing in this or similar localities at the same time. No warranty, express or implied, is intended or made. We prepared GEOMAT Geotechnical Engineering Report GEOMAT Project No, 82-0715 EPCO Pipeline Crossings 6 the report as an aid in design of the proposed project. This report is not a bidding document. Any contractor reviewing this report must draw his own conclusions regarding site conditions and specific construction equipment and techniques to be used on this project. This report is for the exclusive purpose of providing geotechnical engineering and/or testing information. The scope of services for this project does not include, either specifically or by implication, any environmental assessment of the site or identification of contaminated or hazardous materials or conditions. If the owner is concerned about the potential for such contamination, other studies should be undertaken. This report has also not addressed any geologic hazards that may exist on or near the site. This report may be used only by the Client and only for the purposes stated, within a reasonable time from its issuance. Land use, site conditions (both on and off site), or other factors may change over time and additional work may be required with the passage of time. Any party, other than the Client, who wishes to use this report, shall notify GEOMAT in writing of such intended use. Based on the intended use of the report, GEOMAT may require that additional work be performed and that an updated report be issued. Non-compliance with any of these requirements, by the Client or anyone else, will release GEOMAT from any liability resulting from the use of this report by an unauthorized party. GEGMAT Approximate Not to Scale SITE PHOTOGRAPHS Conn Creek Crossing Conn Creek Crossing View to the North Conn Creek Crossing View to the Northwest SITE PHOTOGRAPHS Parachute Creek Crossing Parachute Creek Crossing View to the Southeast Parachute Creek Crossing View to the Northeast 2060 Afton Place •GEOMAT.. Farmi on,27 Tel(5ng05) 3tNM 137-792640, Borehole B-1 Fax (505) 326-5721 Page 1 of 3 Project Name: EPCO Pipeline Crossings Date Drilled: 9/4/2008 Project Number: 82-0715 Northing: 1600982.217 (client's survey) Client ForeRunner Corp. Easting: 2225077.776 Lclient's survey) Site Location: Garfield County, Colorado Elevation (ft.): 5665.318 (client's survey) Rig Type: CME - 75 Boring Location: See Site Plan Drilling Method: 7" 0.0. Hollow Stem Auger Groundwater Depth: None Encountered Sampling Method: Ring Lined Barrel Sampler Logged By: Don Baldwin Hammer Weight: 140 lbs Remarks: Conn Creek (west side) Hammer Fall: 30 inches Laboratory Results Blows per 6" Sample Type & Length (in) Recovery USCS Depth (ft) Dry Density (pc() % Passing #200 Sieve Plasticity Index Moisture Content (%) T5 n E 0 U? Soil Description 87.2 11.7 7-10-12 r18 CL %' / Z 1 2 _ 3 4 _ 5 SANDY LEAN CLAY, light gray, stiff, dry to moist 6 SHALE, light highly _ gray, moderately soft, weathered, massive 7 8 _ 9 19 -80 MC 1Q- 101.8 13.7 12 moderately weathered 11 12 RK 13 _ 14 14-27-32 MC- 15 100.1 12.6 1B - gray to brown H 16 fissile _ 17 _ 16 _ 19 _ 20 A = Auger Cuttings GRAB = Hand Sample MC = Modified California (Ring Somplo) SS = Spill Spoon 8 tu o. tri 2060 AftonPlac e EOMTel (505) 3AT Farmington,27-79NM 8740128 Fax (505) 326-5721 Borehole B-1 Page 2 of 3 Project Name: EPCO Pipeline Crossings Project Number: 82-0715 Client: ForeRunner Corp. Site Location: Rig Type: Garfield County, Colorado CME -75 Drilling Method' Sampling Method: 7" O.D. Hollow Stem Auger Ring Lined Barrel Sampler Hammer Weight: 140 lbs Hammer Fall: 30 inches Date Drilled: Northing: Easting: 9/412008 Elevation (ft.): *Boring Location: 1600982217 (client's survey) 2225077.776 (client's survey) 5665.318 (client's survey) See Site Plan Groundwater Depth: Logged By: None Encountered Don Baldwin Remarks: Conn Creek (wesiside) Laboratory Results (0 ao 0 0 'U X re c 4. :4:"3" 0 m 3 0 03 0 w 0 0) 0 .0 E 0) 0 iQ Soil Description 101.2 109.7 110.6 114.6 13.8 11.2 11.8 13,9 1:i•28-23 15-23-27 18-34.54 22-50 Mi: QAC 18 MC 18 MC 12 RK 21 22 23 24 25 26 27 28 29 30 31 _ 32 _ 33 _ 34 _ 35 1 36 _ 1 37 _ 38 _ 39 _ 40 SHALE, light gray, moderately soft, highly weathered, massive slightly weathered, moderately hard, fissile brown hard drilling water added to hole to aid drilling A = Auger Cuttings GRAB = Hand Sample MC = Modified California (Ring Sample) S5 = Split Spoon 2060 Afton Place EcDMAT,4 Tel (505) 327-M 28401 Fax (505) 326-5721 Borehole B-1 Page 3 of 3 Project Name: EPCO Pipeline Crossings Project Number: 82-0715 Client: ForeRunner Corp. Site Location' Rig Type: Garfield County, Colorado CME -75 Drilling Method: Sampling Method: Hammer Weight: Hammer Fall: 7" O.D. Hollow Stern Auger Ring Lined Barrel Sampler 140 lbs 30 inches Date Drilled: Northing: Easting: 9/4/2008 Elevation (ft.): Boring Location: Groundwater Depth: Logged By: Remarks: Conn Creek (west side) 1600982.217 (client's survey) 2225077.776 (client's survey) 5665.318 (client's survey) See Site Plan None Encountered Don Baldwin Laboratory Results to Sample Type I & Length (in) ' 0 c� USCS Soil Symbol _ ❑ Soil Description o q �, ❑ 114.6 n'O e U y �0 E _N Q 28 13.6 O 64 14-31- NI SHALE, light gray,moderately soft, highly weathered, massive 41 42 _ 43 _ 44 110.6 12.7 27-46 MC 12 45 to yellow, mottled RK 46 _ 47 48 _ 49 _ 09.7 14,3 27.44- MC 50 — — 50/5 17 111,1 51 _ 52 _ Total Depth, 51.4 Feet 53 _ 54 55 — 56 57 _ 58 59 _ 60 A = uger Cuilings GRAB = Hand Sample MC = Modified California (Ring Sample) SS = Spill Spoon GEOMAT 82-0715.GPJ GEOMAT.GDT 04/12108 2060 Afton Place E0MATN. Farmington,l 55) 321-7928 01 Fax (505)326-5721 Borehole B-2 Page 1 of 3 Project Name: EPCO Pipeline Crossings Project Number: 82-0715 Client: ForeRunner Corp. Site Location: Rig Type: Garfield County, Colorado CME - 75 Drilling Method: 7" O.D. Hollow Stem Auger Sampling Method: Ring Lined Barrel Sampler Hammer Weight: 140 lbs Hammer Fall: 30 inches Date Drilled: Northing. Easting• 914/2008 1600742.152 (client's survey) 2225486.248 (client's survey) Elevation (ft ). 'Boring Location' Groundwater Depth: 5661.770 (client's survey) See Site Plan None Encountered Logged By: Don Baldwin Remarks: Conn Creek (east side) Laboratory Results ▪ x U � a. is a 0 m n) 0) cc U 0) 0 E u) 0 0) 0 0) Soil Description 07.0 7-10-12 MC 18 CL RK 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 LEAN CLAY with gravel, light gray, stiff, dry to moist SHALE, gray to brown, moderately soft, moderately weathered, massive A = Auger Cuttings GRAB = Hand Sample MC = Modified California (Ring Sample) SS = Split Spoon -$GEOMAT.c. 2060 Afton Place Tel (505j 327-t7 28 01 Borehole B -2 Fax (505) 326-5721 Page 2 of 3 Project Name: EPCO Pipeline Crossings Date Drilled: 9/412008 Project Number. 82-0715 Northing: 1600742.152 (client's survey) Client: ForeRunner Corp. l=asting: 2225486.248 (client's survey) Site Location: Garfield County, Colorado Elevation (ft.): 5661.770 (client's survey) Rig Type: CME - 75 'Boring Location: See Site Plan Drilling Method: 7" O.D. Hollow Stem Auger Groundwater Depth: None Encountered Sampling Method: Ring Lined Barrel Sampler Logged By: Don Baldwin Hammer Weight 140 lbs Remarks: Conn Creek (east side) Hammer Fall: 30 inches Laboratory Results _ is L. 0 En ISample Type & Length (in) a) Er rn Soil Symbol Depth (ft) Soil Description CU ati av -/E:r % Passing #200 Sieve aC Moisture Content (% 96.2 13.1 137 11-15-22 9-16-19 M ,E Ma RK , 21 _ 22 - 23 _ 24 25 _ 26 _ 27 _ 28 _ 29 30 _ 31 _ 32 _ 33 _ 34 _ 35 _ 36 _ 37 _ 38 _ 39 _ 40 SHALE, gray to brown, moderately soft, moderately weathered, massive light gray fissile slightly weathered, moderately hard F _ = Auger Cuttings GRAB = Hand Sample MC = Modified California (Ring Sample) SS = Split Spoon 2060 Afton Place EaN1ATNc Tel mol nor 5t) 327-M028401 Fax (505) 326-5721 Borehole B-2 Page 3 of 3 Project Name: Project Number: Client EPCO Pipeline Crossings 82-0715 ForeRunner Corp. Site Location: Garfield County, Colorado Rig Type: CME - 75 Drilling Method: 7" O.D. Hollow Stem Auger Sampling Method: Ring Lined Barrel Sampler Hammer Weight 140 lbs Hammer Fall: 30 inches Date Drilled: Northing: Easting- 9/412008 1600742.152 (client's survey) Elevation (ft.): 'Boring Location' 2225486.248 (client's survey) 5661.770 (client's survey) See Site Plan Groundwater Depth: Logged By: None Encountered Don Baldwin Remarks: Conn Creek (east side) Laboratory Results N 00. 0 re a a) a 1) D 1) 0) U 0 E a 0) O 0) N Sail Description 93.1 107.2 8.9 13.0 13-21-30 14-20-32 MC 18 RK 41 42 43 44 45 46 47 48 49 50 51 SHALE, gray to brown, moderately soft, moderately weathered, massive brown to yellow, mottled 52 53 54 55 56 57 58 59 60 Total Depth, 51.5 Feet A = Auger Cuttings GRAB = Hand Sample MC • Modified California (Ring Sample) SS = Split Spoon 2060 Afton Place EOMAT,c Tel (505) 327 r79 8401 Fax (505) 326-5721 Borehole B-3 Page 1 of 2 Project Name: EPCO Pipeline Crossings Project Number: 82-0715 Client: ForeRunner Corp. Site Location: Rig Type• Garfield County, Colorado CME - 75 Drilling Method: Sampling Method: 7" O.D. Hollow Stem Auger Ring and Split spoon samples Hammer Weight: 140 lbs Hammer Fall: 30 inches Date Drilled: Northing: Easting: 914/2008 Elevation (ft.): 'Boring Location: 1666112.102 (client's survey) 2238996.788 (client's survey) 7686.893 (client's survey) See Site Plan Groundwater Depth: Logged By: 4 feet during drilling Don Baldwin Remarks: Parachute Creek (north side) Laboratory Results to Sample Type & Length (in) Recovery 0")E C.) o N s cn Depth (ft) Soil Description Dry Density (pcf) % Passing #200 Sieve Plasticity Index Moisture Content (%) n SILTY SAND with gravel, brown, fine- to coarse-grained, very 1 _ loose, moist to wet, no cementation 2 _ 3 4 Apparent groundwater table at approximately 4 foot depth at 92.0 25 28.4 1.2-1 MC 5 _ time of drilling -- ie 6 - 7 8 9 _ 1-2-2 MC 0 SM ', 10 — 11 _ • 12 _ 13 • 14 84.1 30 6 34.8 2-2-1 MC 15... 12 !� 16 17 _ 18 19 _ 20 _ A = Auger Ceilings GRAB = Hend Sample MC = Modified California (Ring Sample) SS = Split Spoon 2060 Afton Plane EOMAT TeFal (505) 327-7928 87401mington, NM Fax (505) 326-5721 Borehole B-3 Page 2 of 2 Project Name: EPCO Pipeline Crossings Project Number. 82-0715 Client: ForeRunner Com. Site Location- Garfield County, Colorado Rig Type: CME - 75 Drilling Method: Sampling Method: Hammer Weight: Hammer Fall: 7" O.D. Hollow Stem Auger Ring and Split spoon samples 140 lbs 30 inches Date Drilled - Northing: Easting: 9/4/2008 1666112.102 (client's survey) 2238996.788 (client's survey) Elevation (ft.): 7686.893 (client's survey) Boring Location' See Site Plan Groundwater Depth: 4 feet during drilling Logged By: Don Baldwin Remarks: Parachute Creekjnorth side) Laboratory Results T X N N ca a v w � O C 2 a 35.0 40.9 co 0) O m 2-2-3 3-2-2 2-2-3 30 0 ss 15 SS 16 Ce a Q1 X 0 in SM 0 E Cn O CO te.. N 0 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 Soil Description SILTY SAND with gravel, brown, fine- to coarse-grained, very loose, moist to wet, no cementation Total Depth, 32 Feet Boring terminated at 32 foot depth due to auger and sampler refusal on rock (mudstone?) A = Auger Cuttings GRAB = Hand Sample MC = Modified Catifomta (Ring Sample) SS = Split Spoon 92-0715.GPJ G i 0 tu 2060 Anon Place EOMAT Tel (505) 327-f 7928 87401 Fax (505) 326-5721 Borehole B-4 Page 1 of 1 Project Name: EPCO Pipeline Crossings Project Number: 82-0715 Client: ForeRunner Corp. Site Location: Rig Type: Garfield County, Colorado CME - 75 Drilling Method: Sampling Method: Hammer Weight: N/A Date Drilled: Northing: Easting: 9/4/2008 Elevation (ft.): Boring Location: See Site Plan 1665867.828 (client's survey) 2238990.627 (client's survey) 7692.772 (client's survey) 7" O.D. Hollow Stem Auger Groundwater Depth: None Encountered N/A Logged By: Don Baldwin Remarks: Parachute Creek (south side) Hammer Fall: N/A Laboratory Results Sample Type & Length (in) Recovery uSCS Soil Symbol t o. of Description DryDensity (pct) % Passing #200 Sieve =' a m c a Moisture Content (%) `m ' T Soil � o m GM av u I-% ��C ' ° 1 SILTY GRAVEL with sand, brown, fine-grained, loose, moist, no cementation RK x x x x .u. 4.fMUDSTONE, v ..• 2 gray to purple, hard, slightly weathered, fractured 3 _ Total Depth, 2 Feet 4 _ Auger refusal at 2 foot depth on hard mudstone 5 _ Made second attempt to advance boring approximately 5 feet south with refusal at same depth 6 _ 7 8 _ 9 _ 10 _ 11 _ 12 13 _ 14 15 _ 16 _ 17 18 _ 19 _ 20 A = Auger Cuttings GRAB = Hand Sample MC = Modified California (Ring Sample) SS = Split Spoon GEOMAT 82-0715.GPJ GEOMAT ODT O9I12Ia 2060 Afton Place EOMATac. Farmington, ia928 01 Fax (505) 326-5721 Borehole B-5 Page 1 of 1 Project Name: Project Number: Client: EPCO Pipeline Crossings 82-0715 ForeRunner Corp. Site Location: Rig Type: Garfield County, Colorado CME - 75 Drilling Method: 7" O.D. Hollow Stem Auger Sampling Method: Split spoon sample Hammer Weight: 140 lbs Hammer Fall: 30 inches Date Drilled: Northing' Easting: 9/4/2008 Elevation (ft.): 'boring Location: 1665831.062 (client's survey) 2238985.138 (client's survey) 7696.217 (client's survey) See Site Plan Groundwater Depth: Logged By: None Encountered Don Baldwin Remarks: Parachute Creek (south side) Laboratory Results U t f0 c d `m 0 3 0 03 29-4f-39 2010 SS a a) D 0 x 0) 0 fl) SM RK 0 .0 E Cf) (1) 0 0 1 _ 2 3 _ 4 5 _ 6 7 _ 8 _ 9 10_ 11 _ 12 _ 13 _ 14 _ 15 _ 16 _ 17 _ 18 _ 19 _ 20 Soil Description SILTY SAND, brown, fine-grained, loose, moist, no cementation MUDSTONE, dark gray, hard, slightly weathered, fractured Total Depth, 6 Feet Boring terminated at 6 foot depth due to auger and sampler refusal on hard mudstone A = Auger Cuttings GRAB = Hand Semple MC = Modified California (Ring Sample) SS = Split Spoon UNIFIED SOIL CLASSIFICATION SYSTEM CONSISTENCY OR RELATIVE Major Divisions Group Symbols Typical Names DENSITY CRITERIA Clean Gravels GW Wnllgradad gravels and gravolaand mixtures, little erne Ines Standard Penetration Test Density of Granular Solis Permeation Resistance, N (biowsid.) Re!alive Density GrdvelePoorly or more of coarse fraction G P graded gravels and gravalrsand mix -tuns!, Indo or no Tinos misdeed on No.4 slave Gravels with GM Silly gravels, gravebsend-sell matures 0-4 Very Loose 5-10 Loose 11-30 Medium Dense . 31-50 Dense >50 Very Dense Coarse- Grained Soils Fines GC Clam gravels, gravel-sond.clay matures More than Sl % relalnedonNo. 200 sieve Clean Sands SW Weargraded sands and gravelly sands, Milo ornofines Sands More than 50% of SP Poorly graded sands and gravelly sands, Glue or no fines COSMO fraollon passes No. 4 sieve Sands with SM Silty sands, send'sitt matures Fines SC Clayey sands, send-cloymisiuros Standard Panetratbn Iasi Density of Granular Soils Ponatratian Ueronfinse Resislenco, N Compressive (blows/11.) Consistency Slrenglh (Tansrrfl) ML Inorganic silts, very fins sands, rock flour, silly or cieyey f to sands Fine Silts and Clays Liquid Limit 50 or less CL Inorganic clays of low to medium plasticity, gravotly clays, sandy Boys, silty clays, lean clays <2 Very Soft <0.25 2-4 Soft 0.25-0.50 4-B Firm 0.50-1.00 B_15 Stiff 1.00-2.00 15-30 Very Stiff 2,00-4.00 >30 Hard >4.0 -Grained Soils OL Organic sills end organic silty Clays 01 low plasticity 50% or more passes No, 200 sieve MH Inorganic silts. micaceous o diatomaceous froos°ndsarsills, elastic sills Silts and Clays Liquid Until greater than 50 CH inorganic clays of high plasticity, rad clays OH Organic clays of medium to high plass coy H ghly Organic Soils PT Peat, mucic 8 other highly organic sans U.S. Standard Sieve Sizes 3" 314" #4 #10 #40 #200 undiadso claesirr[aallion Cobbles Gravel Sand Silt or Clay coarse 1 fine coarse medium fine Dry Slightly Damp Moist Very Moist Wet MOISTURE CONDITIONS Absonca of mast, dusty, dry to the touch aolow optimum moisturo ranlonl for compaction Near optimum maislure cordonl, will moisten 1h° hard Above, optimum moisture content Visnalo freo water, below water labia MATERIAL QUANTITY OTHER SYMBOLS Iraco few Id110 some musty 0.5% 5.10% 10-25% 25-45% 50.100% R Ring sampto 5 SFr Sample e BUI( Sample Y Ground Wolor BASIC LOG FORMAT: Group nom°, Group symbol, (grain size), color, moisture, consistency or rolotiva density. Additional comments. odor, presence or roans, mica, gypsum, aoaroo particles, ele. EXAMPLE: SILTY SAND wpmce silt (5M -SP), Brow, loose to med. Donut, fine fo medium grained, damp UNIFIED SOIL CLASSIFICATION SYSTEM GEOMAT TEST DRILLING EQUIPMENT & PROCEDURES Description of Subsurface Exploration Methods Drilling Equipment — Truck -mounted drill rigs powered with gasoline or diesel engines are used in advancing test borings. Drilling through soil or softer rock is performed with hollow - stem auger or continuous flight auger. Carbide insert teeth are normally used on bits to penetrate soft rock or very strongly cemented soils which require blasting or very heavy equipment for excavation. Where refusal is experienced in auger drilling, the holes are sometimes advanced with tricone gear bits and NX rods using water or air as a drilling fluid. Sampling Procedures - Dynamically driven tube samples are usually obtained at selected intervals in the borings by the ASTM D1586 test procedure. In most cases, 2" outside diameter, 1 3/8" inside diameter, samplers are used to obtain the standard penetration resistance. "Undisturbed" samples of firmer soils are often obtained with 3" outside diameter samplers lined with 2.42" inside diameter brass rings. The driving energy is generally recorded as the number of blows of a 140 -pound, 30 -inch free fall drop hammer required to advance the samplers in 6 - inch increments. These values are expressed in blows per foot on the boring logs. However, in stratified soils, driving resistance is sometimes recorded in 2- or 3 -inch increments so that soil changes and the presence of scattered gravel or cemented layers can be readily detected and the realistic penetration values obtained for consideration in design. "Undisturbed" sampling of softer soils is sometimes performed with thin-walled Shelby tubes (ASTM D1587). Tube samples are labeled and placed in watertight containers to maintain field moisture contents for testing. When necessary for testing, larger bulk samples are taken from auger cuttings. Where samples of rock are required, they are obtained by NX diamond core drilling (ASTM D2113). Boring Records - Drilling operations are directed by our field engineer or geologist who examines soil recovery and prepares boring logs. Soils are visually classified in accordance with the Unified Soil Classification System (ASTM D2487), with appropriate group symbols being shown on the logs. GEOMAT CLASSIFICATION Sandy Lean CLAY u-3 u aW u §-i\ 8 w - f\\\ƒ}/ k■ 2 2 2 0 n m< co GO w m n n e m n men GO n Silty SAND with gravel Silty SAND with gravel Softy SAND with gravel Silty SAND with gravel ci d\ f� A } \)/ ch 7'2o g of 222 !2=ui / /k) EE • 002 \� \ \ 0 To/ f 0 \ Vi 0 \ d { Garfield County, Colorado \ I § R ATTERBERG LIMITS 3- 0 0_ ( § 0 k >- 0 ca 0 0 } § § § k § / j o. 7 § 22 2§ 20 \ 7] ® Q 2 R q ( f T-_ j( Q 1/ k k 2§ B[/ • CD CO q R« o* n-_ 0 m om m a w V 2 w In 03el co N ID & ' ASTM D698 S k © e f N G Cr) m V■ 2 e a R¥ e- m 2 )a 02 oo 3 3 o 3 c o 3 t 3 o/ 2 0SN2 2 2 2/ 2 k CO § B § ) CO c) ) ) § \ co e k k GO \ ) k SUMMARY OF SOIL TESTS d • =. 0 u X16' DIS( ;HARGE LINE 0 z EXISTING 36• ENTERPRISE PIPELINE _— — — 38•x18' HOT TAP r y 18' PIG RECEIVER 1� PROPOSED MARATHON 16" DISCHARGE RECEIVER AND TIE IN SITE PLAN AG UG r I L 25' WIPE R.0:W. 16' DISCHARGE UNE I� SCALE I/B•=1•-0• 3 O 3 4 ORTH TIE-IN POINT T5S T 6 S JACKRABBIT COMPRESSOR __ STATION corn _ 2a"ISUCTION LINE LOCATION MAP GARFIELD COUNTY, COLORADO ISSUED FOR PERMIT OCTOBER 28 2078 FOreRunner Corporation GENERAL NOTES NATES, REFERENCE DRAWINGS ENGINEERING RECORD DWG. NO. DESCRIPTION PROJ. ID!!: , _ PROJECT ENGINEER: 592 12499-1801-001 MARATHON PIPELINE ALIGNMENT SHEET SURVEYED: DRAWN: CMC CHECKED: APPROVED: SECTION: 31 TOWNSHIP: 7S RANGE: 97W COUNTY/STATE: GARFIELD/CO. LINE/AREA REVISIONS NO. DESCRIPTION A ISSUED FOR PERMIT DATE 1 SY 1012b1061CMC EPCO, INC. P-13436 MARATHON PIPELINE 16" ANSI 600 DISCHARGE LINE NORTH TIE-IN POINT SITE PLAN SCALE: 1/85 SHEET No. DRAWING NUMBER 12499-1700-001 CAD FILE: 12499-1700-001.dw9 R FORERUNNER Via..: '- \644' CONSiRUCT10H R.O.W. FINISIL0 GRADE PLAN SCALE 3/B'=1'-0' CONSTRUCTION R.O.W. SECTION SCALE 7/8`=1'-0- Cl), 12"6" C. RED. C. RED. 20'.7x' RED. TEE 20'x12' RED. TEE X16" DIS( T 6 5 HARGE LINE JACKRABBIT ___COMPRESSOR STATION 20' SUCTION LINE 20' SUCTION LIKE SOUTHERN TERMINATION LOCATION MAP GARFIELD COUNTY, COLORADO ISSUED FOR REVIEW OCTOBER 101h 2008 ForeRunner Corporation GENERAL NOTES NOTES: REFERENCE DRAWINGS ENGINEERING RECORD DWG. NO. DESCRIPTION 12499-1900-004 MARATHON PIPELINE ALIGNMENT SHEET PROD. ID #: 12499-A PROJECT ENGINEER: 9J0 SURVEYED. SECTION: DRAWN: MSP TOWNSHIP: RANGE: COUNTY/STATE: LINE/AREA: REVISIONS CHECKED: RM APPROVED: NO DESCRIPTION P1 ISSUED FOR REVIEW DATE! BY 10137D8 MSP EPCO, INC. P-13436 MARATHON PIPELINE 20" ANSI 300 SUCTION LINE SOUTHERN TERMINATION SITE PLAN SCALE: AS NOTED SHEET Na. 12499-1700-006 DRAWING NUMBER REV. P1 CAD FILE: 12499-1700-00B chug FORERUNNER ••sr•••I•• ROAD RIGHT-OF-WAY DESCRIPTION A 60' WIDE RIGHT—OF—WAY 30' ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE. BEGINNING AT A POINT IN THE SW 1/4 NE 1/4 OF SECTION 6, T8S, R96W, 6th P.M. WHICH BEARS N88'39'00"W 1671.75' FROM THE EAST 1/4 CORNER OF SAID SECTION 6, THENCE N52'55'11"E 94.46'; THENCE ALONG A CURVE TO THE LEFT WITH A RADIUS OF 120.00' AND A LENGTH OF 53.13'; THENCE N27'33'11"E 22.05' TO A POINT [N THE SW 1/4 NE 1/4 OF SAID SECTION 6, WHICH BEARS N84'15'18"W 1559.52' FROM THE EAST 1/4 CORNER OF SAID SECTION 6. THE SIDE LINES OF SAID DESCRIBED RIGHT—OF—WAY BEING SHORTENED OR ELONGATED TO MEET THE GRANTOR'S PROPERTY LINES. BASIS OF BEARINGS IS A G.P.S. OBSERVATION. CONTAINS 0.236 ACRES MORE OR LESS. NUMBER DELTA RADIUS LENGTH C1 25'22'00" 120.00 53.13 NUMBER DIRECTION DISTANCE L1 N52'55'11"E 94.46° L2 N27'33'11"E 22.05' END OF PROPOSED ROAD RIGHT—OF—WAY STA. 1+6.9.54 (At Edge of Surface Use Area) BEGINNING OF PROPOSED ROAD RIGHT—OF—WAY STA. 0+00 (At Existing Rood) Sec. 6 NE 1/4 1/15 Section Line Section Line 0 w SURFACE USE AREA PROPOSED PIPE YARD Contains 21.154 Acres 586'45'35"W — _ — — — — — — -- — --- ~1381.23' Cela terline of Proposed Rood Right—of—Way NOTE: BEGINNING STA. 0+00 BEARS N88'39'00"W 1671.75' FROM THE EAST 1/4 CORNER OF SECTION 6, T8S, R96W, 6th P.M. ENDING STA. 2+69.64 BEARS N84'15'18"W 1559.52' FROM THE EAST 1/4 CORNER OF SECTION 6, T8S, R96W, 6th P.M. 1/16 Section Line SE 1/4 r / / / / / / / / / N89'31'OO"E S 1/4 Cor Sec 6 Private Alum. Cap 2566.57' 179'42' (G.L.0.) Ne©•oo'55'W 2653.20' (G.L.O.) / / / / / E 1/4 Cor Sec 6 Private Atum.Gap 1' High Pile of Stones / / / 1 J / / SPECIALTY RESTAURANTS CORPORATION EnCana OIL & GAS (USA) INC. LOCATION SURFACE USE AREA & ROAD RIGHT—OF—WAY ON FEE LANDS (For PROPOSED PIPE YARD) LOCATED IN SECTIONS 5 & 6, T8S, R96W, 6th P.M. GARFIELD COUNTY, COLORADO NW 1/4 1/16 Section Line 1/4 Section Line Sec. 5 RIGHT- OF- WAY LENGTHS PROPERTY OWNER FEET ACRES RODS SPECIALTY RESTAURANTS CORP. 169.64 0.236 10.281 -, WC M.C. SE 1/4 Cor Sec 6 Private Alum.Cap 10" High Pile of Stones BASIS OF BEARINGS BASIS OF BEARINGS IS A G.P.S. OBSERVATION. A= SECTION CORNERS LOCATED. 0 0 M) 0 Lr) 1 0 0 ro SCALE SURFACE USE AREA DESCRIPTION BEGINNING AT A POINT IN THE NW 1/4 SE 1/4 OF SECTION 6, TBS, R96W, 6th P.M., WHICH BEARS S86`45'35"W 1381.23' FROM THE EAST QUARTER CORNER OF SAID SECTION 6, THENCE N36'24'07"W 461.04'; THENCE N55'31'24"E 1995.24' MORE OR LESS TO THE EAST LINE OF SAID SECTION 6; THENCE N55'31'24"E 532.71'; THENCE 529'20'56"E 275.51'; THENCE S5114'20"W 733.54' MORE OR LESS TO THE EAST LINE OF SAID SECTION 6; THENCE S51'14'20"W 1761.27' TO THE POINT OF BEGINNING. BASIS OF BEARINGS IS A G.P.S. OBSERVATION. CONTAINS 21.154 ACRES MORE OR LESS. THIS 15 TO CERTIFY THAT THE AB FIELD NOTES OF ACTUAL SURVE SUPERVISION AND THAT THE 5 BEST OF MY KNOWLEDGE AND UINTAH ENGINEERING & + 0YING 85 SOUTH — 200 EAST • (435) 789-1017 VERNAL, UTAH — 84078 SCALE 1" = 300' DATE 4-1-08 PARTY B.E.B. REFERENCES G.L.O. PLAT WEATHER FILE 4 8 7 4 9 Sec. 28 ROAD RIGHT-OF-WAY DESCRIPTION SE 1/4 A 30' WIDE RIGHT-OF-WAY 15' ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE. BEGINNING AT A POINT IN THE NE 1/4 NE 1/4 OF SECTION 33, T7S, R96W, 6th P.M. WHICH BEARS S03'21'31 "W 789.89' FROM THE NORTHEAST CORNER OF SAID SECTION 33, THENCE S81'40'14"W 17.80' TO A POINT IN THE NE 1/4 NE 1/4 OF SAID SECTION 33, WHICH BEARS SO4'37'02"W 793.69' FROM THE NORTHEAST CORNER OF SAID SECTION 33. THE SIDE LINES OF SAID DESCRIBED RIGHT-OF-WAY BEING SHORTENED OR ELONGATED TO MEET THE GRANTOR'S PROPERTY LINES. BASIS OF BEARINGS IS A G.P.S. OBSERVATION. CONTAINS 0.012 ACRES MORE OR LESS. SURFACE USE AREA DESCRIPTION BEGINNING AT A POINT IN THE NE 1/4 NE 1/4 OF SECTION 33, T7S, R96W, 6th P.M. WHICH BEARS S26'34'11"W 140.02' FROM THE NORTHEAST CORNER OF SAID SECTION 33, THENCE S00'06'31"W 751.66'; THENCE N89'55'02"W 530.51'; THENCE N00`06'16"E 397.83'; THENCE N56'23'26"E 637.84' TO THE POINT OF BEGINNING. BASIS OF BEARINGS IS A G.P.S. OBSERVATION. CONTAINS 7.000 ACRES MORE OR LESS. WC. 3" Alum. Cap 13" Hfgh, Stones Lot; 39.401303 Long: 708114508 LINE TABLE LINE BEARING LENGTH L1 S81'40'14"W 17.80' L2 S26'34'11 "W 140.02' 7/16 Section Line N8972'19"W - NOTE: BEGINNING STA. 0+00 BEARS S03'21'31"W 789.89' FROM THE NORTHEAST CORNER OF SECTION 33, T7S, R96W, 6th P.M. ENDING STA. 0+17.80 BEARS SO4'37'02"W 793.69'FROM THE NORTHEAST CORNER OF SECTION 33, T7S, R96W, 6th P.M. RIGHT- OF- WAY LENGTHS PROPERTY OWNER FEET ACRES RODS SPECIALTY RESTAURANTS CORP. STOCKTON RESTAURANTS CORP. 17.80' 0.012 1.079 2673.93' (Meas.) Section Line 1 7/2" Alum. Cop /5 Rebar, Fence Comer Lot: 39.404877 Long: 108.105206 318.32' (Meas.) 01754'54"W EnCana OIL & GAS (USA) INC. LOCATION SURFACE USE AREA & ROAD RIGHT—OF—WAY ON FEE LANDS (For OFFICE & YARD SITE) LOCATED IN SECTION 33, T7S, R96W, 6th P.M. RIO BLANCO COUNTY, COLORADO s 4,1 Sec. 33 rColorado River 1 W 1 SURFACE USE AREA � / OFFICE & YARD SITE N89'55'02"W 530.51',% Exist. Fenceline- (;ontams 7.000 Acres ,'31-W 751.6 8 �r SPECIALTY RESTAURANTS CORP. & qt69.11%.'Exist. Road STOCK7'ON RESTAURANTS CORP, t 2%� NE 1/4 1/16 Section Line BASIS OF BEARINGS BASIS OF BEARINGS 15 A G.P.S. OBSERVATION. A, = SECTION CORNERS LOCATED. 1982 Alum. Cap 1.4' Deep in tround Steel Post e—W Fence/Ina Lot: 39.401201 Long: 108.105051 Section Line 0 0 0 1 0 0 0 SCALE 589'28'53'W - 259552' (Meas. Centerline of Proposed Road Right—of Way END OF PROPOSED ROAD RIGHT OF— W A Y STA. 0+1780 (At Edge of Surface Use Area) rs ti / SEE DETAIL RIGHT 0 J 2 1- cc 0 z \cs f — L1 DETAIL NO SCALE Exist. Rood HTHIS IS TO CERTIFY THAT THE FIELD NOTES OF ACTUAL SUR SUPERVISdON AND THAT THE S BEST OF MY KNOWLEDGE AND S 7/4 Cor Sec 27 1982 Bross Cop 02' High, C—W Fencellne Lot: 39.401264 Long: 108095869 BEGINNING OF PROPOSED ROAD RIGHT—OF— WA Y STA. 0+00 (At Existing Road) UINTAH ENGINEERING & L • r r - VEYING 85 SOUTH - 200 EAST • (435) 789-1017 VERNAL, UTAH - 84078 SCALE 1" = 300' DATE 04-15-08 PARTY B.H. G.O. D.R.B. REFERENCES G.L.O. PLAT WEATHER COLD FILE 4 8 7 7 6 EPCO, INC. TYPICAL CONSTRUCTION DETAILS MARATHON PIPELINE PROJECT OCTOBER, 2008 Table of Contents Drawing # Description CST -P -1000-A325 CROSSING FOREIGN PIPELINES CST -P -1000-A340 TYPICAL PORTABLE WATERBODY BRIDGE CST -P -1000-A350 TYPICAL TIMBER MAT WATERBODY BRIDGE CST -P -1150-A275 TYPICAL FLOWING WATERBODY CROSSING OPEN CUT TRENCHED CST -P -1150-A280 TYPICAL NON -FLOWING WATERBODY CROSSING OPEN CUT TRENCH CST -P -1260-A155 TYPICAL TEMPORARY SOIL CONTAINMENT BERM FOR WATERBODY TRENCH SPOIL CST -P -2000-A600 TYPICAL UNCASED OPEN CUT ROAD CROSSING FOREIGN PIPELINE R.O.W. 0 z 1'-O" MIN. NOTE 8 TYPICAL TEST LEAD STN. NOTE 3 EXISTING FOREIGN P/L REFERENCE CELL (NOTE 3) EXISTING GRADE FIELD BENDS PROPOSED PIPELINE NO VERT. OR HORIZ. BENDS WITHIN R.O.W. CROSS SECTION OF FOREIGN P/L R.O.W. FIELD BENDS NOTES: 1. FOREIGN PIPELINE LOCATIONS & DEPTHS TO BE DETERMINED BY ELECTRONIC MEANS IN ADVANCE OF PIPELINE CONSTRUCTION AND CONFIRMED BY CAREFULLY EXPOSING BY HAND DIGGING. WHERE WITHIN 24" IN ANY DIRECTION FROM THE PIPELINE. 2. OWNER OF FOREIGN PIPELINES) SHALL BE NOTIFIED 48 HOURS IN ADVANCE OF EXCAVATION OF CROSSING. 3. TEST LEAD STATION TO BE INSTALLED WHERE PRACTICAL AT THE NEAREST FENCE, HEDGE ROW OR FIELD EDGE, AND WHERE READILY ACCESSIBLE. INSTALL COMPANY -SUPPLIED PERMANENT REFERENCE CELL AND EXTEND CELL LEAD TO TEST LEAD STATION. 4. DEPTH OF PIPELINE INCLUDING 1'-0" MIN. CLEARANCE SHALL BE MAINTAINED FOR ALL FULL ANGULAR WIDTH OF FOREIGN PIPELINE R.O.W. 5. PROPOSED PIPELINE MAY ONLY CROSS ABOVE THE FOREIGN PIPEIJNE(S) WHERE REQUESTED BY OR APPROVED BY FOREIGN OWNER IN WRITING. DROMMG CEPICIED IS SUPERSEDED err %MEN SWORD. SCOPE OF MN OR UNE UST. CROSSING FOREIGN PIPELINES RITE: 07/01/06 OPPROYED Ertl WALE; N.T.S. CSI—P-1000-1325 SH. 1 O 1 NOTES: 1. METHOD APPLIES TO WATERBODIES THAT ARE NOT STATE—DESIGNATED FISHERIES WHERE FLUME CROSSINGS ARE NOT REQUIRED. • TRNTOPOGRAPHYSSTIPERMITS COTEMPORARY E IF NECESSBARY), LDGE OWER INSTALLATION, BBACKFILLLUUTILIZING THEE MAIN UNE CREW TRAVELING OVER THE BRIDGE. . IF TOPOGRAPHY PROHIBITS INSTALLATION OF A TEMPORARY EQUIPMENT BRIDGE, CONTRACTOR SHALL TRENCH UP TO STREAMBOEXCAVATION, TION, LOWEri IN. AND WELD, COAT WILL U11UZWEES AI CLAM OR OESUWORKING FROMMuTHECBBANKS. 2. SCHEDULE CROSSING DURING LOW FLOW PERIOD IF POSSIBLE. 3. COMPLETE ALL 1N—STREAM ACTMITES WITHIN 24 HOURS IF FEASIBLE. 4. NO REFUELING OF MOBILE EQUIPMENT WITHIN 100 FEET OF WATERBODY. REFUEL STATIONARY EQUIPMENT AS PER THE SPCC PLAN. 5. INSTALLATION OF TEMPORARY EQUIPMENT CROSSING IS REQUIRED AT ALL STATE—DESIGNATED FISHERIES AND IS OPTIONAL AT THE DISCRETION OF THE COMPANY'S INSPECTOR AT ALL OTHER CROSSINGS. IF A TEMPORARY EQUIPMENT CROSSING 15 INSTALLED, IT MUST BE BUILT IN ACCORD WITH SECTION PERMITS. PER APPLICABLE DRAWINGS C ST—P--1000—A340 & A350 AND C ST—P-1260—A155 G. IN AGRICULTURAL LAND, STRIP TOPSOIL FROM SPOIL STORAGE AREA. 7, CONSTRUCT SEDIMENT BARRIERS ALONG THE SIDES OF STOCKPILES AND ACROSS THE ENTIRE CONSTRUCTION R.O.W. TO PREVENT SILT LADEN WATER AND SPOIL FROM FLOWING BACK INTO WATERBODY. BARRIERS MAY BE TEMPORARILY REMOVE TO ALLOW CONSTRUCTION AC11V111ES BUT MUST BE REPLACED BY THE END OF EACH WORK DAY. 8, IN—STREAM SPOIL TO BE STORED OUT OF THE STREAM CHANNEL A MINIMUM OF 10 FEET FROM THE WATERS EDGE AND WITHIN THE CONSTRUCTION R.D.W. UNLESS DEPICTED OTHERWISE IN SITE SPECIFIC CROSSING PLANS. TEMPORARY WORKSPACE MUST BE A MINIMUM OF 25 FROM THE WATERS EDGE. 9. TRENCH THROUGH WATERCOURSE USING MAINLINE EXCAVATION EQUIPMENT WHERE PRACTICAL 10. INSTALL SOFT PLUGS AT THE EDGE OF STREAM BANKS UNTIL JUST PRIOR TO PIPE INSTALLATION TO CONTROL WATER FLOW & TRENCH SLOUGHING. 11. MAINTAIN STREAM FLOW THROUGHOUT CROSSING CONSTRUCTION. 12. BACKFILL WITH NATIVE MATERIAL. 13. RESTORE WATERBODY CHANNEL TO APPROXIMATE PRE—CONSTRUCTION PROFILE AND SUBSTRATE. 14. RESTORE STREAM BANKS TO APPROXIMATE ORIGINAL CONDITION AND STABILIZE, AS REQUIRED. 15. ALL DIMENSIONS INDICATED SHALL BE DETERMINED BY ACTUAL CONSTRUCTION CONDITIONS. maw DEPICTED r3 StICVSEDED er *srro+ SNOW. SCOPE OF WORK OR UNE UST. r .1 014 .1 . TYPICAL FLOWING WATERBODY CROSSING OPEN CUT TRENCHED DATE: 07/01/05 APPROVED B!: SCALE: N.T.S. CST—P-11eo—A275 1 5H. 1 OF 1 - •P r WATERBODY - • y� • • - . --, • . III 1111+' PLAN• it SEE NOTE 2 -....,......., 1H SEE NOTE 3 & 6 PROFILE SEE NOTE 4 NOTES: 1. THIS TYPE OF BRIDGE IS GENERALLY USED ON NARROW CROSSINGS, LESS THAN 20 FEET WIDE WfT I APPROPRIATE BANK CONFIGURATION. MULTIPLE MATS MAY BE LAYERED FOR HEAVIER EQUIPMENT CROSSINGS. 2. BRIDGE IS ANCHORED AND/OR TIED OFF TO ANCHOR BLOCKS FOR STABILITY. BRIDGE SHOULD BE TEMPORARILY REMOVED IF HIGH WATER RENDERS IT UNSAFE TO USE. 3. IF REQUIRED, UTILIZE APPROACH FILLS OF CLEAN GRANULAR MATERIAL, SWAMP MATS, SKIDS OR OTHER SUITABLE MATERIALS TO AVOID CUTTING THE BANKS WHEREVER FEASIBLE. ENSURE ADEQUATE FREEBOARD. AS REQUIRED, ENSURE THAT FILL MATERIAL IF USED DOES NOT SPILL INTO WATERCOURSE INCLUDING REMOVAL OF DIRT FROM DECK DURING OPERATION. 4. CONSTRUCT SEDIMENT BARRIERS ACROSS THE ENTIRE CONSTRUCTION R.0,W. TO PREVENT SILT LADEN WATER AND SPOIL FROM FLOWING BACK INTO WATERBODY. BARRIERS MAY BE TEMPORARILY REMOVED TO ALLOW CONSTRUCTION ACTIVITIES BUT MUST BE REPLACED BY THE END OF EACH WORK DAY. SILT FENCE, HAY BALES OR SANDBAGS MAY BE USED INTERCHANGEABLY. 5. REMOVE BRIDGES AS SOON AS POSSIBLE AFTER PERMANENT SEEDING UNLESS OTHERWISE DIRECTED BY COMPANY REPRESENTATIVE. THE STRUCTURE IS TO BE REMOVED IF THERE IS MORE THAN ONE MONTH BETWEEN FINAL GRADING AND SEEDING, AND ALTERNATIVE ACCESS TO THE CONSTRUCTION R.D.W. IS AVAILABLE. 6. DISPOSE OF ANY ROCK AS DIRECTED BY COMPANY REPRESENTATIVE. 7. RESTORE AND STABILIZE BED AND BANKS TO APPROXIMATE PRE -CONSTRUCTION CONDITIONS, MAIM DEPICTED IS SUPERSEDED Pr WRITTEN MOW. SDOPE OF TORN OR UNE UST. TYPICAL TIMBER MAT WATERBODY BRIDGE my; 07/01/D5 ' APPROVED BYo SCALE: N.T.S. CST—P-1000-Ai50 SH. 1 OF 1 WATERBODY PLAN SEE NOTE 2 J SEE NOTE 4 PROFILE NOTES: 1, THIS TYPE OF BRIDGE IS GENERALLY USED ON NARROW, DEEP CROSSINGS, 2. BRIDGE IS ANCHORED AND/OR TIED OFF TO ANCHOR BLOCKS FOR STABILITY. 3, UTIUZE APPROACH FILLS OF CLEAN GRANULAR MATERIAL, SWAMP MATS, SKIDS OR OTHER SUITABLE MATERIALS TO AVOID CUTTING THE BANKS WHEREVER FEASIBLE. ENSURE ADEQUATE FREEBOARD. AS REQUIRED, ENSURE THAT FILL MATERIAL USED DOES NOT SPILL INTO WATERCOURSE, 4, CONSTRUCT SEDIMENT BARRIERS ACROSS THE ENTIRE CONSTRUCTION R.O.W. TO PREVENT SILT LADEN WATER AND SPOIL FROM FLOWING BACK INTO WATERBODY, BARRIERS MAY BE TEMPORARILY REMOVED TO ALLOW CONSTRUCTION ACTIVITIES BUT MUST BE REPLACED BY THE END OF EACH WORK DAY. SILT FENCE, HAY BALES OR SANDBAGS MAY BE USED INTERCHANGEABLY. 5. REMOVE PORTABLE BRIDGES AS SOON AS POSSIBLE AFTER PERMANENT SEEDING UNLESS OTHERWISE DIRECTED BY COMPANY REPRESENTATIVE, THE STRUCTURE I5 TO BE REMOVED IF THERE 15 MORE THAN ONE MONTH BETWEEN FINAL GRADING AND SEEDING, AND ALTERNATIVE ACCESS TO THE CONSTRUCTION R.O.W. 15 AVAILABLE. 6. DISPOSE OF ANY ROCK AS DIRECTED BY THE COMPANY REPRESENTATIVE. 7. RESTORE AND STABIUZE BED AND BANKS TO APPROXIMATE PRE --CONSTRUCTION CONDITIONS. DRAWING DEPICTED 6 SUPERSEDED BY WRITTEN SOAAOALO. MOPE or WORK OR UNE UST, TYPICAL PORTABLE WATERBODY BRIDGE DATE: 07/01/05 APPRovai Em SCALE: N.T.S. CST -P --1000-A340 SH. 1 O 1 NOTES: 1. METHOD APPLIES TO CROSSINGS WHERE NO FLOWING WATER IS PRESENT AT THE TIME OF CROSSING. 2. CONTRACTOR MAY "MAINLINE THROUGH" THE CROSSING OR UP TO BOTH SIDES OF THE CROSSING; STRING, WELD, COAT, AND WEIGHT (1F NECESSARY), USING THE MAINLINE CREW WITH THE PIPE SKIDDED OVER THE CROSSING. 3. NO REFUELING OF MOBILE EQUIPMENT WITHIN 100 FEET OF DRY CHANNEL REFUEL STATIONARY EQUIPMENT AS PER THE SPCC PLAN. 4. INSTALLATION OF TEMPORARY EQUIPMENT CROSSING IS OPTIONAL AT THE DISCRETION OF THE COMPANY'S REPRESENTATIVE. IF A TEMPORARY EQUIPMENT CROSSING IS INSTALLED, IT MUST BE BUILT IN ACCORDANCE WITH DETAIL CST—P-1000—A340 & A350 AND CST—P-1260—A155 5. IN AGRICULTURAL LAND, STRIP TOPSOIL FROM SPOIL STORAGE AREA. STOCKPILE TOPSOIL AND SPOIL SEPARATELY. TOPSOIL AND SPOIL WILL NOT BE STOCKPILED IN THE CROSSING CHANNEL AND WILL BE PLACED A MINIMUM OF 10 FEET FROM CROSSING BANKS WITHIN THE CONSTRUCTION R.O.W. 6, CONSTRUCT SEDIMENT BARRIERS ACROSS THE ENTIRE CONSTRUCTION R.O.W. FOLLOWING CLEARING AND GRADING AND MAINTAIN UNTIL CONSTRUCTION OF THE CROSSING. EROSION CONTROL MEASURES SHALL BE REINSTALLED IMMEDIATELY FOLLOWING BACKFILLING OF TRENCH AND STABILIZATION OF BANKS. BARRIERS MAY BE TEMPORARILY REMOVED TO ALLOW CONSTRUCTION ACTMTIES BUT MUST BE REPLACED BY THE END OF EACH WORK DAY, 7. IN—STREAM SPOIL TO BE STORED OUT OF THE STREAM CHANNEL A MINIMUM OF 10 FEET FROM HIGH BANK AND WITHIN THE CONSTRUCTION R,O.W. UNLESS DEPICTED OTHERWISE IN SITE SPECIFIC CROSSING PLANS. 8. BACKFILL WITH NATIVE MATERIAL 9. RESTORE CROSSING CHANNEL TO APPROXIMATE PRE --CONSTRUCTION PROFILE AND SUBSTRATE 10. RESTORE CROSSING BANKS TO APPROXIMATE ORIGINAL CONDITION AND STABILIZE, AS REQUIRED. 11, ALL DIMENSIONS INDICATED SHALL BE DETERMINED BY ACTUAL CONSTRUCTION CONDITIONS. OM= OEPK.9ER s PEDM SY ram SGU1EriRe SCOPE Of SOAK OR UHE LIST. TYPICAL NON—FLOWING WATERBODY CROSSING OPEN CUT TRENCH DATE 07/01/06 APPRCN D BY! SCALE N.T.S. CST -r-1 Lee Axeo ISH. 1 OF 1 A INSTREAM TRENCH SPOIL SUITABLE SPOIL CONTAINMENT BERM • - Lq `r app*'aa` SEDIMENT BARRIER TO BE INSTALLED AS SECONDARY PROTECTION IF REQUIRED INSTREAM TRENCH SPOIL STORAGE MIN.10 FT �.A SILT FENCE SHALLOW SUMP EXCAVATED TO FORM BERM SECTION A -A NOTE: 1. SOIL CONTAINMENT BERMS ARE TO BE USED WHERE INSTREAM TRENCH SPOIL COULD REENTER THE WATERCOURSE DIRECTLY OR INDIRECTLY AND WITH SIMULTANEOUS UTIIJZATION OF SEDIMENT BARRIERS IF REQUIRED. 2. MATERIAL USED FOR THE CONTAINMENT BERM SHOULD BE A MINIMUM OF 10 FT. FROM THE WATERS EDGE. IT SHOULD BE KEPT TO A HEIGHT WHICH REMAINS STABLE DURING THE CONSTRUCTION PERIOD. 3. CARE SHOULD BE TAKEN THAT THE SPOIL PILE DOES NOT OVERTOP THE CONTAINMENT BERM. 4. THE CONTAINMENT BERM SHOULD BE DISMANTLED AND THE SITE RESTORED TO THE ORIGINAL CONDITION UPON COMPLETION OF THE WATER CROSSING. 5. WHERE POSSIBLE, RIPARIAN VEGETATION SHALL BE LEFT IN PLACE. 6. STAGED MOVEMENT OF INSTREAM SPOIL MAY BE REQUIRED IF QUANTTf1ES ARE EXCESSIVE. 7. CARE AND ATTENTION MUST BE TAKEN TO ENSURE SPOIL CONTAINMENT BERMS ARE MAINTAINED. 8. FULL CONSIDERATION FOR OVERALL SLOPE STABILITY 1S REQUIRED WHEN SELECTING A SPOIL CONTAINMENT LOCATION. 0 MHG CE IC1E0 6 SupERSEOED er 1rranEN s NCARD, SCOPE OF NOW OR UNE LIST. TYPICAL TEMPORARY SOIL CONTAINMENT BERM FOR WATERBODY TRENCH SPDIL DAM 01/01/05 IAPPROVED Err: SCA E: CSF—P-1260—A165 SH. 1 OF 1 TEST STA. SEE NOTE 2 w 67 LINE MARKER SIGN fr NOTE 3 CROYM OF ROAO UNE MARKER SIGN NOTE 3 %\\\` y GRADE 36' IIIN. NOTES: 1. CROSSING SHALL BE CONSTRUCTED IN ACCORDANCE WITH SPECIFICATIONS AND WITH PERMIT OR LICENSE REQUIREMENTS OF CONTROLLING AGENCY OR COMPANY, IF ANY. 2. BENDS SHALL NOT BE PERMITTED WITHIN THE ROAD R.O.W. 3. MAXIMUM JOINT LENGTHS SHALL BE USED TO MINIMIZE NUMBER OF WELDS, JOINTS AND CONNECTIONS IN THE ROAD R.O.W. CROSSING SEGMENT. 4. WHERE REQUIRED, CONTRACTOR TO NOTIFY PERMITTING AGENCY OR COMPANY 48 HOURS PRIOR TO COMMENCEMENT OF INSTALLATION. 5. PIPELINE TD BE INSTALLED BY OPEN CUT METHODS. 6. ONE—LANE TRAFFIC SHALL BE MAINTAINED DURING INSTALLATION. WARNING SIGNS AND MARKINGS SHALL BE INSTALLED THROUGHOUT 11ME OF WORK IN ACCORDANCE WITH PERMITTING REQUIREMENTS. 7. EXCLUSION FENCE SHALL BE INSTALLED AROUND OPEN TRENCH. 8. PIPE WILL HAVE FACTORY APPLIED FUSION BONDED EPDXY (FBE) COATING. COMPANY APPROVED SHRINK SLEEVES SHALL BE USED TO COVER GIRTH WELDS. TYPICAL UNCASED OPEN CUT ROAD CROSSING DATE: 07/D1/05 Ai'PR0vw0 BY: SCALE: N.T.S. CSI -P -2000-A800 1 SH. 1 OF 1 r177\ti E liI1VUOV COME FIG MANA EME.NT, I 1038 Cowry Rd 323 k RiFIk, CO 8100 Enterprise Gas Processing, LLC Marathon Gathering System- Development Plan Review for Right - of -Way Application Submittal Item Tab 3- Project Overview October 27, 2008 Mr. Fred Jarman Director Garfield County Building and Planning Department 108 8`i' Street, 4th Floor Glenwood Springs, CO 81 601 Dear Mr. Jarman, Please consider this binder our application for a Development Plan Review for Right -of - Way for the Enterprise Gas Processing, LLC -Marathon Gathering System. Project Overview Enterprise Gas Processing, LLC, (Enterprise), being a subsidiary of Enterprise Products Partners, LP has prepared the attached materials with the intent to receive permits necessary to construct a natural gas gathering pipeline and a compressor station. The purpose of this project is to gather natural gas from Marathon Oil Company natural gas wells on the mesa northwest of Parachute, in Garfield County, Colorado, and transport it to Enterprise's PCP pipeline where the product will be processed and delivered to market. Tlie pipeline is being proposed to provide safe, reliable and cost effective transportation of natural gas produced by the Marathon Oil Company. Currently the gas from existing wells is being transported though smaller pipelines. The purpose is to gather the wells to one main trunk line and will connect to the existing Enterprise PCP pipeline located on the north end of the project that will transfer the natural gas to Enterprise's Meeker processing facility near Greasewood in Rio Blanco County, Colorado. Page 1 of 5 Once completed, the pipeline system is expected to transport 150 million cubic feet of natural gas per day. Project Description The pipeline project consists of about 3.7 -miles of new 20 -inch, 500 psig MAOP (Maximum Allowable Operating Pressure), and 5.5 -miles of new 16 -inch, 1440 psig MAOP, diameter pipelines and the construction of Jackrabbit Compressor Station all within Garfield County, Colorado. Starting at the Southern Termination Point in Section 13, T6S, R96W, consists of an aboveground valve setting, as shown on drawing 12499-1700-006. From the valve set a 20 -inch pipeline will travel north and enter the Jackrabbit Compressor Station. There will be a pig receiver for the 20 -inch suction line within the compressor station as described on drawing OPD P13436 -976-300A. The gas will be compressed from 200 psig to nearly 1400 psig and then discharged into a 16 -inch pipeline. The discharge line leaves the compressor station, traveling north approximately 5.5 -miles to the Northern Tie-in Point within Section 7, T5S, R96W, as described on drawing 12499-1700-001. Pig launcher and receivers will be placed at both the beginning and receiving end of the 16 -inch discharge pipeline. Construction of the pipelines will primarily consist of conventional trench and bury installation methods. At special road, creek, and other crossings, alternate installation methods including directional drilling or horizontal boring will be used to minimize damage to surrounding environment. The following design strategies were utilized: • Size the pipelines for the maximum forecasted future volumes so that future disturbances are minimized • Minimize the footprint of the new Compression / Dehydration facility by concentrating horsepower in fewer facilities • Minimize air emissions and emission points by purchasing larger, more efficient machines and minimizing the overall number of condensate tanks in the field • Minimize addition of lease roads and truck traffic by concentrating tank batteries in fewer locations. • Minimize the visual disturbance by building fewer overall facilities. The proposed pipeline segments will provide the needed gas -carrying capacity to move natural gas from the wells to the processing facilities. The pipelines will be much larger than those currently in use and will carry more gas for every horsepower of compression. These new pipeline segments are necessary to increase the capacity of the gas gathering system to match the deliveries from new wells. The proposed Compression and Dehydration Facility, Jackrabbit Compressor Station, provides the horsepower and processes to dry the gas and compress it into the expanded Page 2 of 5 pipeline. The footprint of the facility has been sized to provide space for additional horsepower and dehydration capacity in future years. The facility will start with three (3) Caterpillar Model 3616 compression units and one (1) dehydration system with a capacity of 75 MMSCFD. The infrastructure of the facilities is designed to accommodate two (2) more identical Caterpillar Model 3616 compression units and two (2) more dehydration systems (Marks AO and AP on the Jackrabbit Compressor Station site plan), for a built -out capacity of 150 MMSCFD. These future expansions are anticipated to occur over the next 5 years. Pipeline right-of-way Length and Widths — The total project right-of-way length is approximately 48,663.6 lineal feet (9.2 miles) located on fee and public lands. The construction and permanent right-of-way varies throughout the project length. The minimum construction right-of-way on the project is 65 feet in width. The minimum permanent easement on the project is 25 feet in width. Please see alignment sheets in Tab 2, specifically the "Easement" band. As per the Garfield county Zoning Resolution section 9.07, "Development Plan Review for Pipeline Right -of -Way", Enterprise is required to apply for a Development Plan Review for Right -of -Way because the proposed pipeline is "more than 5 miles in length". We have Iocated the new pipeline largely, in existing, disturbed right-of-way to limit surface disturbance to previously disturbed areas. The design and construction of the pipeline system will be in accordance with applicable regulations, recognized industry codes and the normal and customary practice for this type of facility. These regulations and codes include the latest accepted editions of 49 CFR 192 Transportation of Natural and Other Gas by Pipeline: Minimum Federal Safety Standards and ASME B31.8 Gas Transmission and Distribution Piping Systems and ASME B31.3 Process Piping Materials, Fabrication, Examination and Testing. We have also identified a 7 acre office and yard site in Una and a 21.154 acre pipe yard on Highway 6 & 24 for staging areas. As per our conversation on 10/14/08, we are utilizing these existing staging areas, in an effort of adaptive re -use, for the Marathon Gathering System project. Materials are included with the respective sections of the application that detail these 2 areas. Page 3 of 5 Maximum operating pressure, pipe material specifications, basic construction requirements and other such design factors for the project are listed below. Compressor Suction Line Design maximum operating pressure: Normal operating pressure: 500 psig 200 to 250 psig Design Factor = 0.72 20" OD x 0.250" WT x AP1-5L X-52 Design Factor = 0.60 (Road & Creek Crossings) 20" OD x 0.375" WT x AP1-5L X-52 Valve and flange rating: ANSI Class 300 Compressor Discharge Line Design maximum operating pressure: Normal operating pressure: 1,440 psig 1,400 psig Design Factor = 0.72 16" OD x 0.312" WT x AP1-5L X-52 Design Factor = 0.60 (Road & Creek Crossings) 16" OD x 0.375" WT x AP1-5L X-52 Valve and flange rating: ANSI Class 600 Pipe coating, typical installation: Nominal 15 mil thick film -fusion bonded epoxy Factory applied (TF-FBE) Pipe coating, road bore rough handling installation: Abrasion resistant overlay (ARO) nominal 40 mil over nominal 15 mil (TF-FBE) Pipe coating, fabricated assembly installation: Bare metal pipe provided for fabrication. Below grade installation primer coated and tape wrapped. Above grade installation spray painted with epoxy based paint protective coating. Minimum pipe cover in trench: 3'-0" for general areas 6'-O" for road and creek crossings Trench dimensions: Width: Pipe OD + 1'6" minimum Pipe OD + 3'-O" Maximum Depth: Min Cover + Pipe OD + 0'-6" Note: for trenches greater that 5'-0" total depth, conditions shall be inspected by a qualified person and appropriate slope stability measures implemented as required for safety. This may include sloping, shoring and bracing trench walls as directed by the qualified person. Pipeline product: Field grade semi -wet natural gas, flammable, non-toxic. Operating temperature: Nominal 60° F, Typical range 40° F to 120° F Maximum design temperature coatings 120°F Maximum design temperature for the pipeline system is 120°F Page 4 of 5 Thank you for your assistance on this project. Please contact me with any questions. Sincerely Philip B. Vaughan President PVCMI-Land Planning Division Page 5 of 5 314r/C EP1;W NI OMR NiON MA1NA EMEiNT, 1038 Couvey Rd 323, RIFLE, CO 81650 Enterprise Gas Processing, LLC Marathon Gathering System- Development Plan Review for Right - of -Way Application Submittal Item Tab 4- Diagram showing adjacent properties and the approximate location of buildings and their uses within a distance of 350 feet of any proposed structure, facility or area to be disturbed. 9.07.04 (3) There are no buildings within 350 feet of the proposed pipeline. Please see details and alignment attached in tab 2- Vicinity Map 9.07.04 (1). Thank you for your assistance on this project. Please contact me with any questions. Sincerely Philip B. Vaughan President PVCMI-Land Planning Division Page 1 of 1 fl‘147ritk AT 1 . AV COMM CdION MANAfigNIE iV , 1038 Country Rd 323 \ Rifiu, CO 81650 Enterprise Gas Processing, LLC Marathon Gathering System- Development Plan Review for Right - of -Way Application Submittal Item Tab 5- Evidence of surface owner notification and of surface agreements 9.07.04 (4) Agreements: Marathon Gathering System 1. Right-of-way and Easement agreement- Reuben and Stephanie Oldland/Enterprise Gas Processing LLC, dated September 15, 2008, 2. Pipeline easement agreement- Chevron Shale Oil Company/Enterprise Gas Processing, LLC, dated October 1, 2008. 3. Pipeline easement agreement- Chevron Shale Oil Company/Marathon Oil Company, dated October 23, 2006. A. October 10, 2006- Evidence of Insurance Letter B. November 1, 2007 Amendment of Pipeline Easement Agreement dated October 23, 2006. C. Consent to Assign agreement- Chevron Shale Oil Company/Marathon Oil Company, dated October 23, 2007. D. Assignment Agreement- Marathon Oil Company/Enterprise Gas Processing LLC, dated November 1, 2007. 4. Pipeline easement agreement- Berry Petroleum Company/Enterprise Gas Processing LLC, dated October 7, 2008. 5. Pipeline easement agreement- Marathon Oil Company/Enterprise Gas Processing LLC, dated October 8, 2008. Page 1 of 4 6. U.S. Bureau of Land Management- Right of Way Grant. This process is being run concurrently with the Garfield County Pipeline Administrative Permit. A copy of this document will be submitted to Garfield County upon receipt of the grant. Please see Tab 7- Regulatory Permit Requirements in which a copy of the SF299 application is attached. Jackrabbit Compressor Station 1. Surface Lease Agreement- Berry Petroleum Company/Enterprise Gas Processing LLC, dated July 28, 2008. 2. Surface Lease Agreement- Marathon Oil Company/Enterprise Gas Processing LLC, dated July 16, 2008. Access Agreements 1. Access Agreement for Garden Gulch Road from Garfield County Road #215. Please see attached a "Services Agreement by and between Marathon Oil Company and Enterprise Gas Processing, LLC dated September 11, 2007. Specifically, Section 6.9 on page 25 of the document and Article 18 on page 45 of the document allow access through Garden Gulch road and through all Marathon Oil Company property by Enterprise Gas Processing, LLC. 2. Gate and Access Agreement for access through MTW Ranch on Rio Blanco County Road 5. MTW Ranch LLC/Enterprise Gas Processing, LLC. 2/28/08 agreement. Staging Area 1. Property Lease Agreement dated April 30, 2008 between Specialty Restaurants Corporation and Stockton Restaurant Corporation and EnCana Oil & Gas (USA), Inc. for a 7 acre office and yard site located in the NE1/4 NE1/4 of Section 33, Township 7 South, Range 96 West of the 6th P.M.- jkGarfield County Assessor Parcel Number 2409-324-00-138. 2. Property Lease Agreement dated April 30, 2008 between Specialty Restaurants Corporation and Stockton Restaurant Corporation and EnCana Oil & Gas (USA), Inc. for a 21.154 acre Pipe yard located in Sections 5 and 6, Township 8 South, Range 96 West of the 6th P.M.- Garfield County Assessor Parcel Number 2447-064-00-057. 3. Assignment, Conveyance and Bill of Sale between EnCana Oil & Gas (USA), Inc. and Enterprise Gas Processing, LLC dated 7/21/08. This agreement, in part, transfers leases of the above noted Staging Areas to Enterprise Gas Processing, LLC from EnCana Oil & Gas (USA), Inc. Please Page 2 of 4 see Exhibit A- Page 14- "Local Permits" 1- Garfield County Administrative Permit and Exhibit B- Section II- "Other Agreements" - Leases #4 and #6 are the Specialty Restaurants/EnCana Leases attached above. These agreements cover all of the easements and right-of-way necessary for installation and maintenance of the pipeline, associated staging areas and construction and operation of the Jackrabbit Compressor Station. Proof of Ownership: In order to comply with recent requests by the Garfield County Attorney's office and his concerns regarding the accuracy of the Garfield County Assessor's records, we have prepared Title Commitments for each of the subject properties that the Marathon Gathering System and the Jackrabbit Compressor Station will be constructed upon. Please find attached the following title commitments: 1. Reuben Gerald & Stephanie D. Oldland- 14667 County Road 5 Rifle, CO 81650. Garfield County Assessor's Parcel Number: 2135-073-00-003. Stewart Title Order Number 20206 dated September 15, 2008. 2. Bureau of Land Management- 50629 Highway 6&24 Glenwood Springs, CO 81601. Garfield County Assessor's Parcel Number: 2135-074-00-953. Title has not been provided for this property as the SF 299 submittal to the BLM, please see Tab 7, is evidence of ownership by the BLM. 3. Bureau of Land Management- 50629 Highway 6&24 Glenwood Springs, CO 81601. Garfield County Assessor's Parcel Number: 2135-184-00-956. Title has not been provided for this property as the SF 299 submittal to the BLM, please see Tab 7, is evidence of ownership by the BLM. 4. Chevron, USA Inc.- P.O. Box 285 Houston, TX 77001. Garfield County Assessor's Parcel Number: 2135-291-00-008. Stewart Title Order Number 20761-C2 dated October 17, 2008. 5. Berry Petroleum/Marathon Oil Company 950 17th Street, Ste.2400, Denver, CO 80202 Garfield County Assessor's Parcel Number: 2135-321-00-009. Stewart Title Order Number 20226-C2 dated October 21, 2008. 6. Berry Petroleum/Marathon Oil Company 950 17th Street, Ste.2400, Denver, CO 80202 Garfield County Assessor's Parcel Number: 2169-011-00-027. Stewart Title Order Number 20541 dated September 22, 2008. Stewart Title Order Number 20541a dated October 20, 2008. Page 3 of 4 7. Chevron, USA Inc.- P.O. Box 285 Houston, TX 77001. Garfield County Assessor' s Parcel Number: 2169-122-00-012. Stewart Title Order Number 20173 dated September 13, 2008. 8. Specialty Restaurants Corp 80 PCT Stockton Restaurant Corp 20 PCT 8191 East Kaiser Blvd Anaheim, CA 92808-2214 Garfield County Assessor's Parcel Number: 2409-324-00-138. Please find attached A Quit Claim Deed dated 1/10/01 noting ownership. This ownership is current as per the Garfield County Assessor's records and the documentation produced by EnCana Oil & Gas (USA), Inc. to Garfield County in 2008 for the EnCana- Collbran Pipeline project. 9. Specially Restaurants Corp 80 PCT Stockton Restaurant Corp 20 PCT 8191 East Kaiser Blvd Anaheim, CA 92808-2214 Garfield County Assessor's Parcel Number: 2447-064-00-057. This ownership is current as per the Garfield County Assessor's records and the documentation produced by EnCana Oil & Gas (USA), Inc. to Garfield County in 2008 for the EnCana- Collbran Pipeline project. As per our pre -application meeting with Fred Jarman -Garfield County Director of Building and Planning and previous County interpretation, we have provided surface ownership information for the pipeline and the compressor station site and have not provided mineral ownership information. Each of the parcels above have been reviewed on the Garfield County Assessor's website and the title work and the Garfield County Assessor's website comport with each other. Thank you for your assistance on this project. Please contact me with any questions that you may have. Sincerely, Philip B. aughan President PVCMI- Land Planning Division Page 4 of 4 �fl� h'ill'+�T1L J�S.�l�i3L+��L 'OA Iri?1 Kik 1111 R. ptian=: 755655 LA/15 2LG"e. 0' 'r= 37 PM Zero Ri^er- ::f 13 Pr..r. D0,; c.? fl lie 32871 (i)UIJTY CO RIGHT-OF-WAY AND EASEMENT S7'A'1'E OF COLORADO KNOW ALL MCA -13)."1 HINE PRESENTS: COUNTY OE; ARFIE LID THAT the undersigned, "Reuben Gerald Oldl, rad :and Stephanie D. Otdl:an-I and OIdlalnd Brothers lnc."lhereinatter referred to as "Grantor", 'whether unc or more), for and in consideration of the stint Or Ten and No/100 Dollars ($10,00) arab other valuable consideration in hand paid to it by Enterprise Curs Processing. LLC., a Delaware Limited Partnership, whose address is c/o Land Depaartrnent, 2727 North 1 ,00p 1h��esl, Houston, Texas 77008-11144 (hereinafter rererred to as "Grantee"), the receipt of wliiclt is hereby ,acknc:wlcdgecl, does hereby ;rant unto th.. said Grantee. its successors and assi4rts, a right-of-way and easement tae the purpose of laying, constructing, maintaining, operating. repairing, inspecting, testing, abandoning in place:, protecting, altering and/or renlo irng one (1) pipeline including cathodic protection, below -ground appurtenances, and any and all outer devices from time to time deemed by Grantee to be necessary or desirable in connection with the use and convenient operation and maintenance of said pipeline for the transportation of oil, rias, water, petroleum products, or any outer liquid,, gases or substances which can he transported through a pipeline across the following -described lands in Ciaarlicltl County, Colorado, to -wit: SEE/4NEI 4, NP,J;'4Sr 1. 4 Section 7, 'Hs, I{96W, 6th Priiu.ipaal Mei•idian.Stie attached "Exhibit A'_ and, N> .114NI:l /4, SI:LANE] i4 Section 11. T5S, R96W, 6°4 Principal Meridian. See attached "Exhibit Grantee's permanent right-of-way and easement shall be twenty live feet (25') in width, being twelve and one half feel ( 12 12') on each side of the easement centerline as described in [Alin -311 "A" attached hereto arid made a Fitt hereof: (grantee shall also have a Temporary Easement for construction purposes only, being a strip of land fifty feet (50') wide directly adjacent and parallel to one side of the right o1 way land easement area described in EXHIBIT ":h", In addition to the Temporary F.asernent stated above the (iraantee shall utilize for construction purposes only, an additional twenty live feet (25') wide- by one hundred filly Tet (151)') in length of Additional Temporary \' rkspace(s) at the crossings of all roads_ r aalltoadsor streams, Said Temporary V;iseirient and Workspace(s) shall terminale upon the completion of constnretion nt`said pipeline and restoraatiul rjt-the lands. Together with the rights or ingress and egress to the above-described right-of-way and easement herein granted by Grantor. TO HAVE AND TO HOLD said pipeline right-of-way 'and casement unto Granter;, its successors and assigns, for the purposes stated above, subject to the following torills and conditiotiti: 1. That iii the exercise of its rights hereunder, Grantee shall: (a) bury all pipelines to provide a minimum over or thirty-six inches (36"), (b) restore the ground surf -ace as nearly a5 practicable to the original condition which existed prior to the; coinrnencemcnt of any work by Grantee; (c) provide suitable ditch cross -overs during construction as are reasonably required by Grantor; (d) properly support each situ; of a contemplated leiw.e opening by suitable post and braces before a fence is cut, and, where required, to provide a temporary gate; (e) repair in a good and workmanlike manner any and afl fences and drainage and irrigation systems which arc cut or damaged by Grantee; and (f) pay Grantor for any damages ca.tlsed by Grantee to Grantor's growing crops, grasses, trees; shrubbery, f=ences, buildings or livestock as a result. orLllc construction 0 -Grantee's facilities. z. 'ihat (irantor reserves the right to use and enjoy tlic surlitce of the right-of-way in any manner that will not prevent or interfere- with the use of (he right-of-way by the Grantee for arty of the purposes herein above granted, it being understood that no building., structure, improvement, or obstruction shall be placed within or upon the right-ol=way, and that there shall he no alteration of the ground surface or grade of the ritiht-ul- w tiy, without the: express written consent of the Grantee, and, to the extent that written pertiiissiort has riot been given, Grantee shall have die right to clear and keep cleared From }within the right -of -v ay all trees, brush, undergrowth, buildings, structures, improvements, or other obstructi.,i.is, atter completion of pipeline installation. Grantee shrill not be liable for damages caused on the right-of-way by keeping the right-of-way clear of such trees. brush, undergrowth, building i, structure, improvements, and Other obstructions in the exercise of its norrnal and reasonable rights to keep right € fway clear. .. That Grantee Jhall have the right, at its option, to install gates in fences crossing said pipeline right-of-way. Any permanent gates installed will be metal. 4, That this instrument may be executed in counterparts, but which together shall constitute one and trio sonic: instrument. , That no construction activities will occur during the Colorado big game hunting season from epteiliber I " to November 16'. 67- It k understood and agreed that this grant is not a conVe ancc of the lands described herein or Or any interest in the oil, gas and other minerals in, on or lander said lands. but is a grant solely of the right -of --way and easement granted herein. 7. All below ground fixtures, equipment, and improvements by grantee shall remain tFie property of(arantee and Grantee shall have. the right to remove any or a[I ()Fits property from the Eawcirioni. 8. 'I"hat during maintenance and repair operations or said pipeline or appurtenances, Cirantoc may utilize such portions of Grantor's property, temporary work space, as may be reasonably ticcossaryas long as within Gr'antee's original easement. However, after the completion of such operaticrns Grantee shall have no Author right to suelt temporary' work space. Disturbed Larvas °ill be rc-vcggetatcd as per section 22 of this agreement. 'i. Grantee shall make application for and scetrre from any and all federal, state and local gtrvi tnmentrrl authorities having jurisdiction (and during the term of this Agreement shall maintain in effect and comply with) all permits, licenses and other alrlhoriLutiolls required for this Agreement. Grantee- shall pay ibr all such permits, licenses and other authorizations and for all renewals. 10. Openine. and restoration of Grantor's fences shall he made at Grantee's sale cosi, risk and expense as follows: "H" Braces. Prior r -L cutting Grantor's fences, at each fence opening Grantee shall tie the existing .rence into a three -post '1T" brace built pursuant to the fr:allowing specifications: 13. Grantee shall use drill steal or comparable pipe of at least two and seven -eights (2 7j itch dianaet:er sed in concrete for I 1 -bracing; C. 1 -1 -braces shall he nt least forty-two (42) inches in the ground and shall be braced to hake the strain; and 0. Center crosses :shall be placed a mininmum t)J thirty-six (3(i) inches above the ground. E. Stays, Grantee shall install fence stays every four (4) fret in all temporary gales installed in (rant€pr's fences. Pits and Other 1,xcavations. Grantee shall build temporary fencing around all drilling and completion pits. Such fences may be of nlaterrtdls chosen by Grantee, but shall iitchicic "H" braces at corners, five strands of wires, and posts not more than tifteen (15) fee apart, unless otherwise requested or approved by .(rancor. Grantee shall also place parcels sufficient to keep out livestock aroutud any temporary excavations Linville Grantee's construction operations. 1 1, Grantor's Permanent Fences. A, Grantee shall prcrniptly rebuild or replace. Grantor's permanent nt fences tlarnageil or removed by Griiiit to a condition equal to or better than such damaged or removed lciice, unless otherwise agreed to by (grantor, or promptly pay Grantor its reasonable expenses incurred in rebuildinu car replacing such fenee in the event of an emergency rccluirirta immediate action to prevent the escape of livestock or the intrusion of neighboring livestock. B. Should livestock escape due to Grantee not promptly rebuilding or replacinig Grantor's permanent fences damaged or removed, or by opc ring closed gates Grantee shall promptly caonipcinsate Grantor S100.00 per man, per hour for gathering escaped livestock. C. If any posts nt Orantor'ti permanent fences are undercut or brush has been shoved into such a fence, the: fence: shall be considered 'damaged and shall be repaired by C3rarntee_ RrICL; ::UUMT'r CO En. Imam wiinor,litomm KI .0I'11 PI 11 R*eep t i, an# : 755555 08i'5!2_39 17.1':36:7 Pr Jaan F1lburico u' 13 zee Foc:.1.6$.0o s,.;. 17(1.270.00 GpRF'::_U MNTY Qu D. if Grantee disturbs the ground, plows hind or adds other material within three (3) feet 4 fence. Grantor may require, in Grantor's sole discretion, that Grantee replace such fence at Grarrtee's sole expense. E. Rebuilt fences shall be constructed by an experienced fence builder using one and three- quarter (1 3/4) inch staples, cedar wood posts and CP &I barbed wirc. Grantor must be consulted prior to and during zrll fence replacement activities. 12. During Right -of -Way construction, iirantee shall not nraintain over one -halt` (1/2) mile of continuous open trench if livestock are present in the area, unless temporary fencing is installed around such trench to prevent access and appropriate livestock crossing arca are created, as reasonably determined by Grantor. 13. Grantor shall provide Grantee with written EiOticc of Grantee's failure to comply with the fencing rcgLtircim nl_ 14. Should Grantee desire to replace or change size of Said pipeline in the figure Grantee shall compensate Grantor kr resulting surtdee damages, compensation for resulting surface damages will he paid per rod at 50% of the per rod co€Yipen,sation negotiated for this right of way and easement agreement. This compensation will he inflation adjusted as per attached "l�.xhibit. 15. Injured err Killed Livestock. A. Grantee shall compensate Grantor or Grantor's, lessees' tier' all Grantor's or Grantor's Lessees' livestock that are injured or killed as a direct result of Grantee's Operations. or use of the Property. 13. Grantee, in its sole discretion.. shall either pay Grantor's of Grantor's lesscc(s)' reasonable veterinarian or other costs to rehabilitate injured livestock or pay Grantor in accordance with the schedule et forth below. C. Within thirty (3O) days of an incident resulting in the death of Grantor's or Grantor's lessee(s)1 livestock, Grantee shall pay Grantor or Grantees lessee(s) in accordance with the following schedule: a, Horses. The value of any horse as determined by Grantor's annual mitten appraisal of the market value of each of Grantor's horses. Such market value appraisal shall be provided by Grantor annually to Grantee on or before: June loth of eacli year during the term of this Agreement. in tite event Grantor foils to provide an annual appraisal, the value of any horse shall he determined by the last annual written appraisal provided by Grantor to Grantee. If a horse is not specified on Grantor', annual writ, market value appraisal, then sick horse's market value shall be do nicd to by. $2,000.04 unless Grantor ptlrcha.seI such horst: within twelve (12) riionths preceding the incident date, in which ease the Horse's market value shall be de;€tmod to be iirantor's purchase price for such horse; b. Cnws and Yearling Heifers The market value replacement cot of a bred heifer on the incident date or $1.000.00, whichever is greater, =` •=I0 C, Calves. The market value of a 700 1b. calf on the incident date or 5750.00, whichever _a is gr'e:atc r. t d. Yearling Steers. The market value of a 900 lb, yearling on the incident date or• $3,000.00, whichever is greater, ▪ a VC) e_ Hulls, Grantor's or Grantor's lessee(s) purchase price for a bull or .43,{]f1€)_S)tl; - .0c whichever is greater, r f. € ther Domesticated Livestock. The market value on the incident date or Grantor's s car Grantor's lessee(sj' purchase price for such livestock, whichever is greater. 2a .1.6. ui.ri r- v 16_ Granted shall water all access roads on the Property impacted hv its construction activities and use o f the Property' or use other reasonable measures to reduce excessive dust,"`,, o`aa .; 0„ 17. "Noxious Weed Control. U U 111 EEC h A. Orautcc shall control all noxious weeds on the Right -of -Way with such control procedures bcittg implemented before such weeds ga tet seed. li. IrCirantee fails to control sock noxious weeds and such weeds spread to adjacent areas on • the Property as a direct result of such litilure, Cirantec must control the weeds on the adjacent areas of the Property us well, provided 1.har such adjacent .ireas were previously free of such noxious weeds_ C_ Grantee's obligations shall 541111ive the terF'rliu.tition Or this Agreement and Nhatl continue filter Iirxal reclamation until such dme as Grantor provides Grantee with a written roletxse of -Grantee's further obligation ti, control noxious weeds on the Property, or five (5) years from the date of Grantee's completion of final reclamation activities on the Property, w; hicl pier occurs first.. t I;rctsittn Control. A_ Grantee. shall control erosion of soils directly impacted by Grantee's Operations or use, or the Right-of=Way and an adjacent areas on the T'roperty, including without limitririoti, ted contouring, reseeding and re -vegetating crolcd areas and restoring any Efected• reservoirs or waterways as gear as practicable to their previous quality and capacity. . . Grantee's obligations shall survive the termination of this Agreement and shall continues after email reclamation until such time as Grantor provides Cirarrtce with a written release of Grantee's further obligation to control erosion on the Property, or five (5) years from the date c f{iran€ee's comp/cam of final reclamation activities on the Property, whichever occurs first.. 19. Water, ■111 EA � F'T180,1 iL' II 101'1411M 1I :! Recept i ordi ; 755655 OD11::i2w 8 0':36:57 Jean A1baricc 5 G r 13 pec Faa : $5 =u r RPF; E_ D v:. ' NTY GO A. (irantee shall nut alter the 31altrral flow of any creeks, streams or irrigation ditches located un the Property without Grantor's prior written consent, which shall nut be unreasonably withheld. 20. Miscellaneous Conduct of'Operations. A. Drugs, Alcohol, Firearms, .Dogs art{L l ecreation. a. (irrantc:c shrill not allow the use, possession. transfer, purchase or sale of alcohol, narcotics. illegal drugs or other unlawfill Substances or materials by Grantee or its employees, contractors, wuh-cuntraetors, ttnciits. business invitees or other visitors while on the Property and such iise, possession, trans ler, purchase or sale is expressly prohhibitcx1. b_ No dogs art Very i (ted on the Property, c. No hunting, trapping, fishing, camping, sightseeing, horseback riding, use of rcercationial vehicles or any outer use not expressly allowed in this Agreement by Grantee or its employees, contractors, sub-contrtaetors, agents, business invitees or other visitors is permitted on. the Property and no such rights are granted by this Agreizment, Violations will result ill a penalty of .S5OO.00 per occurrence to be paid to Grantor by Grantee within 30 days ofrtoti1;e of violation, d. Grantee shall notify all of its employees, contractors. sub -contractors and agents of these restrictions. Ii. .Removal of Water, Timber, Rock, Dirt, Gravel. Etc. Grantee shall not sell or remove water, timber, rock, dirt, gravel or other material; or minerals from the Properly without Grantor's prior v ritien consent. (irantcc shall notify Grantor cit any spill of waste or hazardous materials on the Property tlwt Grantee is required to report to any Federal, +tztte or Local agency pursuant to any law, mile or regulation. Grantee shall provide Grantor with copies of all forms, notices, plans, tests or other documentation; not otherwise privileged, regarding spills or blow- outs occurring on the Property direeily resulting from firantee`s Operations that are tiled with any Federal, State or i ocal agency. T). Grantee shall provide Grantor t}'iili a copy of all Grantee's requests fir valiance from surface use or i-eclanration regulations not requiring petition and notice to Grantor at the sante time such requests are submitted 1u the Colorado Oil and Gas Conservation Commission (COGCC) and/or the Bureau of 1.and Management (BLN'l). E. Insurance. During the term of this Agreement and as may be necessary thr ar>wyf*Iii t'crns that survive the termination of this Agreement, Grantee sharp nlaintain l9 irisurttlee for automobile, general liability and workmen's compensation insurance, as well as for any damages incurred on or to the Property. 11111A A11'111440.104 11111 Reception; 75 555 0111`5120:8 vI 20 57 PN Jean F; -n 2. 1, 1 9isceldartier�us 13arna es. 7 0, ,3 R.;, S35.00 L t Fae 2:?RFIELD COUNTY CO Grantee shall promptly repair or replace damage to Grantor's or Grantor's lcs:,ce(w')' personal property located on the Property or to the surtiaee of the Property directly causer) by Ciranlce's Operations or use of the Property, including but .not limited to damage to structures, fences_ gates, crops, culverts, ditches. .in Grantee's sole discretion, tirantee may pay or reimburse Grantor fbr all reasonable casts and expenses directly related to such damage in lieu of such repair or replacement_ 22. Reclamation. A. Within six (6) months alter Grantee's completion of any construction, and upon atbatnd(rnmcnt of all or 4a portion of the Right -of -Way, including access roads, pipelines, buried electric: lines Or other facilities within the Right -of -Way, or fallowing other surface disturbance w the Right -of -Way. Grantee shall, at Grantee's sole cost and expense, re- eontour, re -vegetate, reseed, reclaim and restore the disturbed surface of the Right -of - Way ay not needed for (irantee's Operations as near as pratelk able to its prior condition. a. Grantee .shall notify Grantor prior to ccanimc:ntiing final recIaamaation operations on the Property, and shall comply with all Federal, Stair and/or Local notification rules, regulations and requirements, b. Grantee shall aa:re its reasonable efforts to consult iii good faith with Grantor and to reasonably accommodate grantor's concerns, if any, regarding all taspec.t. of final reclamation, including but not limited to tirnirm of such operations, topsoil protection and reclamation of the Property. c. All filial reclamation operations shall comply with all applicable Federal, State and Local laws, rules and regulations. d. Grantee shall not be required to reclaim the I1xisting .Access Road Right -of -Way. e, No trash, litter or debris may be buried ur burned uta the Property_ f. Grantee may abandon in place ail buried pipelines. electric lines or othcr laacilitius. unless otherwise erwisc rcaasonalbly N. uested by Grantor. r . Grantee shot] consult with Grantor pr#car to all reseeding activities and shall use a seed rnix reasonably requested by Grantee for such reseeding. C. Grantee's obligations shall survive the termination of this A.greert7ent and shall continue until such time as Grantor provides Grantee witli a written release or Grantee's further ubligation for reclamation and restoration on the Prt+perty° or five (5) years from Grantee's completion of final reclamation activities on the Property, whichever occurs first_ 23. Notices. •J7RTjete. 00•0:ad- nog 00.99. 69d 098 e4 JQ 8 00rsE1T:f `ear W+J n' l) 8 =vv;glrto 99gG4 : #'r T 3d*Zaj 1111 1 11 11'1+ 'A' War 11111 4) Cij i--1 •> C.0 .9 .47; til {+1 L 5 FD L v tal SCS L. •' r 4) raj 4-2;01 cl171-1 bill u s 4-1 0 LIT "v"i L 1-60 114 i--, 75 1-1 fin Irrsi 2 r,r r •--I P4 Olciland Brothers Inc, 'J 0 HOuSIOn. T Phone: 713,80 3.5400 0 L. fi o 070 rj 4) r -i 5 C13 c A s.�1.1 9 !sJ Noel Ll :1) .J� •1.f .-A d.J 1• c u 4 sta'} ri e-1 week kw tV tb kin COrl a�•l e wY 0 Lei rizs cd 0 44 Lin i-� r--•1 r�+l 1--1 Cr. 03 4.4 0 1 tt; 03 aI 1111 r. Fillik,10 INTATAI NV1/211R fiqd off Kiril fl Receptcn=: 7G,5666 09!15(2006 CI 35:57 PM ;ear = s'erica P nF 1 Raw ee:$55.00 Loo Fee C ]] t7,.'FIELD GOLLY" CC FsXF CIF ED AND EFFECTIVE (his /f # clay of .a[ '1� 7-04 'Ee (iRAN'•1'[1R: . 2008, By: feuLt-NA 7 S Printed Name: it.4 OCiu 6,0 cD 4 ptit..,, Printed Name: 3 fe, r, i.,r- f le. _ .C.LtA €.t .i-.4 I Acknowledgement • FF -W STATE OF COLORADO COUNTY OF o 1.34 ecf This instrument was executed and acknowlcciged before Iris en the 1..5:4y day of , 2048, by j? 6/1,...:367A/ C2 i riviD NFA t) (.Jz. 44Arii / Nolary Public Signature 1)1/ e r f7/s5fo;l.: Lc-Y;{r;� �a „ 12/ 2c / II1I1%F17Y1iTILIAl1ir CINIAllin'eltIlll 1I1I1 R c4pp#iort; 755655 -{19i'5i2009 Cl 3' 15 =1 ',ae.n -e r'_-- 1, C1' 3 RBG - 88 70 rinr. rr.r. 7 :.Il ]LLL'• COU.+ I Y CC RIGHT-OF-WAY EXHIBIT W1TI-: IN -HE CE 311+ NE I14 8 THE Na ;f:: $F 1,1,4 if= SFFf:'I-I:7N 1, -1`55 R9.6W , 6TH P.N. GARf'IL-_D COLNTY. ur]L[)1?A3�' U1'S4i'S!''1'i rs r:= ::QRNER s-ECTICFI 7 END. Ii' BRASS CAP \ L \ aN 1" 5"c E'_ pipe 1Y/ -I'O5 F i7rNrV.•, i'ftCf'S SEDCI-F Cw SU'SvEY F+IL1fvgJF.IEKT TEMPORARY 1�3a AREA 1 j JA1ED 1'017 1;5,J'x �U+) . 1 :.f liF:- C= ;::CMsl/.ENCINC" E1f15Tr;G .70 EN EF?PR1SC 'RCFGSED TE1,!'•3R%IFY " USE AREA (-111.1' y 1201--- r €tSSRti�•�_ !•"I� C/L }AR AC-1UTE clarrlc 'k r.! , EKISII\G triCAN jL 0r r PROP(1S£D 1e. PlPEL1. E-----_ PERMANENT CASI:tl3 NT f/1/1, 50' WO -; . • CONSTRUC11bl.' .f .r FAsE4lrr3T-�_LL f " CIL :•:IaIIFU ENLA,NA f. PIPELINESCfr PRCarrre or �tE_ra GERALD_&. ;':E?: -1>Y r D CLG_AAD PEEL' ,D'T RF7I T-'wr-yR' V3,./ret. SiJ. F1. CR 1..2O ACRES LetCRr bR . =i3 CLlAI:i+.3+JC1IC9=ASF1iENT 1'3.617 SO. -r. 01R 7.94 lJRFS %ic:RE Li _LSS 1 i - — So, F7, Or 0.28 ACRE MCIRT .PSS. — :~l 'PGI`1T SEE kTTACI•G; I?I: IT 3e WAY DESCr-slrTION ':Y'.:CN N' 1-15 N�FEFIEKC- IS ursolr. HEREDF: SURVEY:1,9'S STATEMENT: Gi'O GE CLEER-1, A LICENSED ?RUFEStrICINAL LAND :,IJRV"Y :P h 1111' 510.11' DF Sam''.:-CNA.I}U, 1)0 HE91.6Y E.; TATE 'r1AT A SUURYEY CF A TR,AC:' OF LAND AS Zti)1 i HERE01%, A'AS MA)E. UNDER MY DIRECT SiiPERVP109 I'1 flil' i10N1H DI' AUGLSf 20C$ f•Nv tHAF OF SAI.r SUR4EY Iw ACCURATE_Y E;4C1111 -I=R»CN, rf -—'�•e'�.r ��f GE.R(1E 00FRT •2751x) r_..r.: f �' LO u tJ LJI ul fF) W ,Y y nC{^J Cr Tr.^iF,'INC" PrrresED TEMPORARY 1;57 Arr4 ---FGFOSED I�- 'GRAkY ULE AREA. N -EAST :1..1ARTER CCnNFq SF'C7,1714 7 F,T, 3" 33Z.SS CAP CII 2-5" STr_CL PPE W/T-aQ57 ENEAL LAND F' L AURNE':' MONUMEt; f DA -ED 1017 i J ICU ! •iti: 7: Ct1uF-L Stele FIc le 1) UNY'i vL =E'. I G > 3.1SLlivA1101 '6 NB [HF FSS- lire GE fJ.I. SEEr11:11 F asS t rii.iu 74 N'Jh'JNLNTrtf 41'Y Sn::{M 7 c.11.0.. MARS; $ 0! A4'CS' E 21 DA-F:.C• RJRIlEt% a'/I!I 6 3f -FIS S•.IR1 Y :WOE LiflT ^o.riAr TEA 1TLf :.EAR^.Lf 11) DEI'L.411.41 0."LI7_lil+ CN LAWYLJ1/t1 CI 111.1X40. 140 TALE C_1114I1) Eri- WAE: FURNISFM:1 IS 111E 3iiL11.40: ItJS r:l' 11IIJ ;alk +Y` ;} frFF :#IFFT 7 ;+F 7 RA 4!6111..:_ AE,nr,.3li) 10 1.0�.Z.:T7t1J:S ;4W Vii NIST G:MNENCE .Y" LEUL I' um/3 ::A0% AUT D;rY_OT IN T11I; 5:11LEY rLhlih' 11H1TM T R9 NrICR 1 CO rRST G75GC'.creee 5l I1 CEFCGT ;11 r: ErnIT MAY Ain 501105 3J!ED '.205 AV( CEFECT lv 1115 54k'+1.Y UL C(w ;st;CD up1C r.rr.N rrm reisF5 FRU! 7z_ DATE GF -NS CERIIFrSTION MiCr,7t1 N?REQ;. • l:6 FDNNAUeNNa f,1 NM Pei FEI IMATACIVIiirillgiN.LIN 1E111 Reception 75C,G53 IQ9f15;2008 01:36:57 Jea^ �Ibc ar:n r•.F 11 Ra,^. Fes:$65 =?.:u.uu s- I-iLL: ntINTY CO CEN IERLII .:,E S(;RI='IOi L'= A 75.D11. FODT WOE RI a11T-CF-WAY AN EASEI,1LNT CENTERLINE. C.ESGRIPTION FOR A TWENTY Fl vz (25.00) FOOT ySWE PC;HT-•,)F WAY AND EASEMEN" 112.5 1'EE.1 EA(:-: SIDE OF CE11ERLIVE;, ','.1`1RN THE SOUT1IEAST C.i.A..TEE OF THE NO.?':HEAST ,ILIAF 1ER ,fi?;D TI•`F WORT FAST AR TER G- TIE S4 T-IEAST QUARTER OF SECTION •1, 1'Oti11A'SHIP 5 SOU T'• , RAF -4E 4fi KST. 6Trl PR(A•Cr_>_ MERIDIAN, GARFIELD C'JUN:Y, COLOR.400, S D frASf:f1NT O=1NG MM= r1RTCUJRLY DESCRIBED A5 FOLLOWS: C;.IMMI NC1.4 A- THE NORTHEAST CORNER OF SAI' 3E1‘..11KIN '!, SA.D CCrt'1E? 9. Fn., 1i'•A1?(F.G ',t1'II A 'U.S. C.L.G. SURE`. M°NUMEN 7, 13 Are 1917; `HENCE SOUTH 02',1;+ .061-`• wfES 0,:1 A ;]ISN <ir 11.36C. 63 FEET "C Tllr ''1CIN°T CF OEGINNING" OF SAID C-'EN1EEHLINE; TFIL: Sil1UTH 7 '':rlS'^ " FAS FoR A DISTANCE OF 20.4=3 FEET; THENCE SCJTH OC`13'53" ,171 I ��T hJR A ur--ii'ANGE 4tF 5QC iF.FT; TFIFFL: `O TN •9' 413'54" WEST FOR A DIS TAN GE OF 19+,1 FEE'S:. THENCE SOUTH `:;1'58'21" ;QST FOR A DISTANCE C% 20'J.2S FEET; 11ENCE _::1LrTr 24.20.11' 'i1EST FOR ,. DIS TANOE O. 195.05 FFFT: THENCE SALT-: 18"2,6':7' WFST FOR A DISTANCE OF $3.51 =ET; THENCE 3MIi.!IF 17.53'2T' *SI FOR A DISTANCE OF 102.28 I CT: T11ENC•L SOLT1-7 14'5145" V1EST FOR A DISTAr4CE OF ?iiFFT; 1HENO.E "BUT-. 20'D:i'54" 'HEST FOR A, DISTANCE OF 66. 36 FEET; TH Us. CE SOLO 2 23'`f" TIES} FOR A 1"1ISTA )CF ."1F 64.88 FET. 7; THENCE SDIJTr1 2918•15" 1VESf FOR A DISTANCE OF 25.5.(3_ rE'ET; 1 ENCE SOU`H - OI" 111E7 FCR A DISTANCE OF 186.93 FEET; THENCE SOUih •111 49" EAST FC'R A DIST ICE OF 210.•:)7 FEET; Tl-:E`Y(E SOU71-1 14-19'20" WEST TCR A '•.+IS[AI CE OF 101.55 FEE l',. THENCE SOU 1 f 3''1024" W_S1 FOR A DIF TANOF OF 104.?7 I=FIT; T! ENICE SrLITH 5'18'39" WEST FOR A DI5+1ANCE OF 29431 EFF.. T;3 THE "'-'OIN1 CE [IMAMS"; 1E ABOVE I Er) PAreOEI. OF LAND C014T.kN;NG 55,723 S'.I.:ARE rEET OR 1.2E3 ACRES MORE OR :.ESS, I -IA V G .4 CNTELFNE GT --1 OF 2229.1: -ELI OR ' 4x..10 RCOS 61ORF_ OR LESS. SASIS C'- i;,EAkIN(; FOR 114E ABOVE DESCRBED RIG T-C=-WAI AND F.ASEIf.E•- IS r; ,1`•11'.09" E ALONG 1HE EASTER .Y LINE G TI4F I':CRTl1E\ST QUARTER OF 5N0 SEC ION 7, siJR'tirYci?F$,aITATT '7171'?: I, TED.R;2E iBERT, A JCENSED PR FES ID{AL LANG I EYCR IN THE STATE OF G,7;CZADO, :O H:REFiY STATE THAI ,1 9..HVE:Y 01• A TRAC:f OF LAND AS SHO.1& HEREON WAS f.ADE IJ?1OER M1` DIRECT SJFF.R\ ;orr 11117 PONTH C: strIUST 7C"71? Ay1) 'IHM OF SAO SURVEY IS 17,0X8 RA'IL_' SHOWN HEREON. A. e 1,•II ;i,, I ! r j /1/ An f' •l+ f��r Lti=J-i E CLBERf/ .L.a. ,121701179 11•' '1PORN Alf IIINIR '._ 1797» straw 1 i..ee I.4 - ..+ yn eee I ar: V 11111 1A 1'17:Vali I In Dili tII ON 11111 Reception4-1: 7550155 29116i20lti 01 36-1717 PM Jsa.n=:-varico 12 0' 13 tic =ee:$6t .OI Cru rr.- 0-0O OFRFIELD CCPITY re: RiGIIT-CF-WAY Fk'r•II11T .A WITH hN THE NE 1/4. NE 1/4 8 THE Sr, IE4 NE. 1/4- OF /4OF SECTION IB, T5S - R900 , GT -I P F1. OAPFIF;,I7 COUNTY, ;,OL'ORAOO SEC. f "POINF OF BEGIN WIC"—, M1JEEEN ,GERALD & 131-1A, PER}il. [hET...RLG11T-w�_ 54 Y 40,56.0 9O. FT. CF 1.85 ACRES hICRE OR LESS CtE.1 t`''1 EASEMENT 150,517 +1 . rT, OR 3.68 AGr[i5 JA:f'lt?' OR LESS C,' OF PROPOSED 18' PPP INF - I /-i f1 50' 'E410E CUh15 }NuC 11i;N E 55EMFr; — f t•:i -.-Pt:4InANEsf T EASEMENT W1DC) b= TERMINUS" �f,J+ EAST (11JAR1Ei? CORNER SECTION if, rt4D, 2#$' IIRASs r. r,P QN 1" STi:l. PIPi•. 1J 5. E1iERASL ',SND F,/ UErICE SURVEY I OXI., 1Er,_ ,• DATED 1:;17 ;EC ATTAEHZD fFiGI1 GF WAT .EVT:HIPIfGt4 W ->.H 8Y THIS R€%R£NCa IS UMW IIFREOF• ° URVEYOR';; SIATEM•ENL: I, GEORGE OLJEr r, i. LICfr.J:,rD PR:FFS5IONAE. LAND 4t1RVWYDR IN THE STATE OF CGLORADO, DO HEREBY STATE THAT A SFPSrEY CF A TRACT C.7 LAND A 5!4OW s HEREON WAS MADE LNj:E1l MY Dl1 .0 I SUP,RWIDON IN THE IAN 0r SEPTEMBER 2036 AND THAT OF SAID SURVEY IS ACCURATELY SHOVeN HEREON. f;t LEOR. = €)'FJFRT 1!27 10 Int SE: , 8 Jie 21"25" W OAR' CORNER SECTION 13 FWD. 2J4' orcnrS CAP ON 2' STEEL PIPE I.I.S. GENERAL LAND OFFICE SURVEY 1,I0NUP.IF_NT DATEF, 1911 "POEN' 4F CCk1k+J:NCIN;. i 0 SW IL CS R. :ol,rrdn Watt. i'Fnnn C llyd CGn.5. YAL%Lti Nam: 1) Ox..^. OF SCAN1h0: L 'f C.fSERYATH H ALCl11C THE US' UNE if SMJ MO I:#1 10 AS EfFI1FT) 3T NOUJNFNT411O, SHOW FERECi1. BEM: : A 61•30'19" 7) on% FRAU 5JI11Y.Y: 3/30111. 3) 7{5 SJR ET 00ES tJOT CONSTITUTE h TALE SEMOI r4 QE1'.T l' F. Ql{.ngpiF. OR FA NFNTs or RECQSD. NO TITLE COI1N11WI1'I WAS 1IJ H1Sl'Ci 114 TF -.F NEPFSAi0N OF THIS sURVEA 4} S E SFIEET 2 OF 2 FOR LEGAL DESCRIPTIO1l. 11.RII. AOXROENO 10 C 4.0R L ...AK YOU NFJST r,:paJENI.t ANY LEPAL 1.':11.0r1 F4:FI) '.IFkYJ ANY DEFECT IN 1:411 SURVEY 7'IHIN RIME 11N AFT TI I F111FtR$17 01SBC f D SUCH!'YEF4C :. I4 NO LSEN" AIM ANY h01101i OhSF0 I:PON ANY OCFECT N THIS SLIMY EE u^IST NENCEU MORE 1HAk TEN ^^'AILS Fli,k 1•E GAPE Oi 'Alt) CEI -411I X0,1104 S-Y.'.V HUIEOY. [I$ VOTEERMIA20. n..x „",�w..17z-77.1 S:a•BOl , 1111 Et EIPNIlrI: i !1111 Reaept F ft : 755655 DR: lhi2008 0':3.6 PMZ.-sz,n Rfhrr__n `3 cr 13 Prat: 1 a :5yv 'J°J Fin:: free:L'.CC ."-4="7_7 COUNT CENTERLINE V=SCHPI-DN OF A 2 iXD =,ifs+ 4Y'DC R Cl -1T -OF-„ ,°!•e AND EASEMENT DESCRIPTION FOR A Tr•E 'T',' FIVE X25,:1i' E(')OT ti DF. R.V,I iT-C'--WAY AND EASEMENT ,12.5 FEE. EACH SI(.=. OF C1'NTERL_ N .l, WITHN THE N JF; --EA51 Q.1ARTER OF THE NCRTHLAS7 ; U.ARTrR Af•l;; --F `:GUT'W:{FAST QUARTER{ OF THE NORTIIE.AST QUARTER CF S'._Cfi(I'. 1r`s,-lT44SHI9 5 SOUTH, RANCE 96 JEST, 6111 PRINCIPLE LI'E.RID!Alti, :•.•RF!£LD ti• 1 1 (;OI ORA.r)o, SMF) EASEVENT 13El1•JO MORE PARTICULARLY DESCRIBED AS c01,NENC1.10 AT 11 -IE NORTHEAST CORNER? OF SVD SEC.10`= 15, CORNER HE1NG MAR'(Ff 'i 1}- A L.S. C.L.C. SLIR'EY }.1L1NT,:FIIXI, UA 10 ; 91?' THE 'CE NORTH 6,5'21'25'.1q.51 CIF: A DISTANCE OF 45.53 FEET TO THF. !'POINT 0 3EC LAVING` •3F SAID CE lTE I ; 7I1ENC= S(YJ1H THENCE SCI1T11 IHENCE NORTH THENCE NORTH I -I NCE Scor-: 1HErJ';,L Our 1 TI![NCE SOUTr1 ENCE SOUTH fr I NCE SOUTH TiENCE S-OUTH 1`-F.NCF. SOUTH r -INCE S0LIiH 74: SOU T1l C1 THE "POINT S4'24 '11- 'NEST 23'02'31' 'WEST 55`;3'26` E, 7735'20" ',,LEST 26'55'21" 'VEST 20`47'35" tirr:S7 WfS' 24'e7'27' WEST .011'16" FAS! 132:700" EAST !?i • . 'D3" EAST •19'I6'59" EAST 20 v''rL' 'AES'l ( TERPI NLJS FOR A '2.STANCE OF 332.61 !•EcI; FOR A CF 672.05 FEET; FOR A DISTANCE O,: .5C.+,S "C€? .A Dlr"TANCC 0= 193.95 FEET; FOR A FDIST.ANCE CF 171.4,3 FLET; !TOR A DISTANCE C•= 16%14 FEET; rniR A DISTANCE DI- 31.49 FEET; =C9. A DIS:'A\CF. o 264-.53 FEET: =Cid A DISTANCE OF .5346 FEET` FOR A DISTANCE OF 65.77 FEET; FOR A C5fM1C;: ,']F 1()'5.F) FET; FOR r. C:STAF,IG= OF 265,45 Fes_"; =4 <A DISTANCE OF 437.03 FEET 'HE Ka()'[[ OFSf;RIBED �ARCE._ 07 LAND C NTANIN:3 5:', 13 51":;1.ARE FEEL OH 1.81? ACRES HC7cC 'OR' __SS, .`.1111:',•L A cENTER.L.HE scNr.rH C,F ;:!212.1.; -:ET Or 195.22 RODS MORE OR LESS. BASIS LP. THE ABOVE C=EICRIBED ZIGH?-CIF-11'ftY Atli E=.C_MENT IS N G•1'3E?19' E ALONG; T1-1= EASTERLY :INE OF THE MOrRT11EAST f1;AzTFP C:- -AI[; SF:,;7IO1 1E. S;JR+ YORR'agrha-;A,IEKT: 1, GFoRUc OLLERT. A L.v=MSED PR1FE551 'J:,i 3JF+bEYQR IN THE 5:'ATE CO' COLL1fiAC-0, 2L !•3ERE3`' STATE TIb A SUFWEy CFA TRACT CF _ANCA A5 SHOW,' HEREON WAS MAL'E. LINDER MY DIRECT $.ir-TP: Siad 1 THE MONTH OF AILCL•ST 2c.;:8 .IN) 'h. rJr SAID SUR'r'�Y ACGJZ:k' I r 5:-I!)W\ HEREON. P.L.S. 02761.i fr • �v i 27610 • 11.1.11 c1't 1 f FYI [!r k PIPELINE EASEMENT AGREEMENT STATE OF COLORADO § COUNTY OF GARFIELD This PIPELINE EASEMENT AGREEMENT ("Agreement"), is made effective as of this 1St day of October, 2008 ("Effective Date"), between CHEVRON SHALE OIL COMPANY, A DIVISION OF CHEVRON U.S.A. INC., a Pennsylvania corporation, with offices at 11111 S. Wilcrest Dr., Houston, Texas 77099 ("Grantor") and ENTERPRISE GAS PROCESSING, LLC., a Delaware limited liability company, with offices at 2727 North Loop West, Houston, TX 77008 ("Grantee"). (Grantor and Grantee shall each and collectively be referred to as "Party" and "Parties" in this Agreement.) RECITALS A. Grantor owns certain land in Garfield County, Colorado referenced in Section 1.1. B. Grantee desires to obtain an easement, servitude, privilege and Right -of -Way covering the Land. C. In consideration of the mutual promises set out in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, Grantor and Grantee agree to be bound by the terms of this Agreement. 1. GRANT AND RESERVATIONS 1.1 AGREEMENT Grant. Subject to the terms and conditions of this Agreement, Grantor grants Grantee, a non-exclusive easement, servitude, privilege and right-of-way ("the Right -of -Way"), over, upon, under, through and across certain parcels situated in Section 19, T5S-R96W, of the 6th P.M., Garfield County, Colorado, that are more particularly described in Exhibit A ("Land") solely for the purpose of laying, constructing, using, operating, inspecting, maintaining, repairing, altering, replacing, andfor removing one 20 inch pipeline and related appurtenances, structures and facilities (including, without limitation, compression units, dehydration facilities, fittings, tie -overs, line heaters, appliances, meters, valve boxes, cathodic protection equipment and vents) (`Pipeline") as may be necessary for the transportation of natural gas and associated liquids and gases across the Land. (A) Right -of -Way Boundaries. The Right -of -Way is twenty five feet in width, the centerline of the Right -of -Way being situated directly over the proposed Pipeline, as depicted on Exhibit A - Description and Plat of Land and Right -of -Way. Grantee shall provide Grantor an as built survey prepared by a licensed surveyor of the Pipeline as constructed within two months of completing construction of the Pipeline. If Grantee fails to provide the as built survey required under this Section 1.1, it shall be considered a breach of this Agreement for purposes of Section 13. The as built survey shall be incorporated into Exhibit A and serve as the description of the boundaries of the Right -of -Way for all purposes under this Agreement. Grantee shall maintain current as -built drawings for the Pipeline and all of Grantee's surface and subsurface equipment and facilities located on the QLSNo. e3,03 Pipeline Easement Agreement, dated October I, 2008, between Chevron and Enterprise Execution Version 1 Land at all times, and shall provide Grantor with copies of updated as -built drawings within two months of completing each update. (B) During the period of initial pipeline construction, Grantee shall have the right to use an additional strip of land two and a half feet in width along the east side of the Right -of -Way and thirty seven and a half feet in width along the West side of the Right -of -Way described in this Section, except where Grantee's activities will interfere with irrigation or drainage ditches, streams, or creeks. (C) Access. Grantor also grants Grantee the right of ingress and egress to, over, upon, through and across the Land for all purposes necessary to the exercise of Grantee's rights under this Agreement. 1.2 Grantor's Reservations. (A) The Right -of -Way does not convey nor will it be construed as conveying any part ol'the fee title to the Land nor the oil, oil shale, gas, ores, and other mineral rights underlying the Land. Grantor reserves the right for itself or its perrnitces or assignees to explore for, thine, and remove oil, oil shalt, gas, ores and other minerals on, under, or associated with the Land. (13) The rights granted under this Agreement do not include agricultural, fanning, ranching, fishing or hunting rights. Grantee, its employees, agents, contractors, and subcontractors are prohibited from fishing, hunting or carrying firearms on Grantor's lands, including the Right -of -Way. (C) This Agreement is subject to all existing easements, rights-of-way, licenses, leases and other agreements affecting the surface or subsurface of the Land and Grantor further reserves the right to grant other easements, rights-of-way, licenses, leases and other agreements to third parties to covering the Land, so long as such does not unreasonably interfere with the rights granted to Grantee under this Agreement, and the Grantee is responsible for obtaining any necessary third party consents prior to conducting activities on the Land pursuant to this Agreement. (0) Grantor reserves the right to fence the whole or any part of the boundaries of the Right -of -Way, and the right to build fences crossing the Right -of -Way. I.3 Construction Deadline. If Grantee fails to complete construction of the Pipeline in the Right -of -Way granted within eight months from the Effective Date, this Agreement will terminate automatically. 1.4 No Warranties or Representations. Grantor makes no warranties or representations, express or implied, concerning the title to the Land or Grantee's right of ingress and egress from the Right -of -Way across adjacent or adjoining lands. Grantee accepts this Right -of -Way and the Land accessed by Grantee in its exercise of its rights under this Agreement in its present condition, '`AS IS, WHERE IS," accepting full responsibility, without warranty, express, statutory or implied as to merchantability, condition, quality or Q1.SNo. d Sill 3 Pipeline Easement Agreement, dated October 1. 2008, between Chevron and Enterprise Execution Version 2 fitness for a particular purpose, or any other sort of warranty, and without recourse against Grantor whatsoever, not even for the return of any consideration paid to Grantor. 2. MAINTENANCE AND USE OF RIGHT-OF-WAY 2.1 Prudent Operations. All activities permitted under this Agreement shall be performed and conducted in a prudent, safe, and workmanlike manner. 2.2 No Interference With Use By Grantor or Its Lessees. Grantee shall build, maintain and operate the Right -of -Way in such a manner that the Grantee's operations will in no way hinder or prevent the use and enjoyment of Grantor's Land and adjoining property, including, but not limited to use of the Land and adjoining property for exploration, mining, development, and removal of oil, oil shale, gas, ores, or other minerals, and farming, ranching and land development operations. In conducting any activities on the Land, Grantee shall minimize disruption and damage to any of the following: (A) the Right -of -Way and adjacent or adjoining lands or lands used for ingress or egress to the Right -of -Way; (B) the operations of Grantor's surface or mineral lessees, grantees, permitees, or invitees; or (C) Grantor or any of its lessees', grantees', or permittees' irrigation systems, crops, grazing livestock, pasture, and other agricultural and grazing equipment and lands. Prior to exercising any rights granted under this Agreement, Grantee shall give notice of Grantee's planned construction activities to all persons holding any rights, licenses, permits, easements or leases of record, as well as notice to Grantor's Ranch Manager for all other persons to use the surface of the Land and lands used for access to the Land. 2.3 Pipeline Depth. Grantee shall bury its Pipeline and subsurface facilities to provide a minimum of thirty-six inches between the surface of the ground and the top of the Pipeline and facilities except in those areas where rock is encountered that would otherwise require blasting, in which case, the top of the Pipeline and facilities shall be buried a minimum of eighteen inches beneath the surface of the ground. 2.4 Weeds. In consultation with Grantor's Ranch Manager, Grantee shall control all invasive weed species in the Right -of -Way. Grantee shall use methods of invasive weed species control which are in compliance with applicable law and without posing significant risk to human health or the environment_ 2.5 Good Repair; No Litter. Grantee will maintain the Right -of -Way in good repair, clear of debris, refuse and litter. From time to time as necessary, Grantee will clear away any and all refuse and litter and any other debris associated with the Pipeline or maintenance of the Right -of -Way, and shall ensure same are removed from and properly disposed in accordance with applicable law off of Grantor's property. If Grantor notifies Grantee of any refuse, litter, or debris on the Right -of -Way, Grantee shall have seven days from the date of Grantor's notification to clear it away and clean the Right -of -Way. 2.6 No Alcohol or Recreational Activities Permitted. Grantee shall not allow or permit any of its employees, agents, contractors or sub -contractors while on the Land or any of Chevron's adjacent or surrounding lands to do any of the following: (A) use, possess, sell, distribute or be under the influence of alcohol or illicit or non -prescribed drugs or substances at any time; (B) bring or possess dogs or other animals ; (C) picnic; (D) ride QLS No, 11l 3 Pipeline Easement Agreement, dated October 1, 2008, between Chevron and Enterprise Execution Version 3 horses, bicycles, motorcycles, quad -runners or ATV's; or (E) any recreational activity at any time. 17 Vehicle Compliance. Grantee and any of its employees, agents, contractors or sub- contractors shall not operate any motor vehicle upon the Land unless all occupants are wearing seat belts, nor shall any vehicle be operated upon the Land in excess of 15 miles per hour or other posted speed limits. 2.8 Improvements. Grantee will maintain at its sole expense all improvements, fences, gates and cattle guards now located on the Right -of -Way or which may be placed on the Right - of -Way by Grantee, and will build, maintain and/or erect all necessary additional fences, gates and cattle guards as required by Grantor. 2.9 Grass Fires. Grantee shall take all necessary precautions, in conducting its activities under this Agreement, to prevent brush and grass fires. 2.10 No ©ii, Gas, Mineral, Agricultural, Hunting, or Fishing Rights. The rights granted under this Agreement do not include the right to explore for or produce oil, gas or other minerals, and do not include agricultural, farming, ranching, fishing or hunting rights. Grantee, its employees, agents, contractors, and subcontractors are prohibited from fishing, hunting or carrying firearms on Grantor lands, including the Right -of -Way. 2.11 Trespassers. Grantee will notify trespassers to keep off the Right -of -Way by posting signs at its sole expense unless already posted by Grantor, in which event Grantee agrees to maintain any existing signs during the Term. In the event any trespasser refuses to vacate or cease trespassing on the Right -of -Way, Grantee shall promptly notify Grantor. 2.12 Activities to be Performed at Grantee's Direction; No Public Use. All activities permitted pursuant to this Agreement shall be performed by or under the direction of Grantee, and Grantee shall not permit, unless otherwise authorized in writing by Grantor, public easements, public facilities, or public roads over or under the Right -of -Way. 2.13 Safe Condition; Restoration of Land. Grantee shall keep the Land in a good and safe condition and, after doing any work which disturbs any surface area outside the Right -of - Way, whether inside or outside the boundaries of the Land, Grantee shall restore the surface to its original or better condition prior to disturbance in accordance with Section 10. 2.14 No Permanent Installations Without Grantor Approval. Grantee shall have no right to locate any additional permanent surface installation on any part of the Land without the prior written approval of Grantor, which approval is separate from and in addition to any rights granted in this Agreement. Grantor may withhold its approval for any reason or no reason. Grantee shall have no right to use any of Grantor's surface outside of the boundaries of the Land, except rights of ingress and egress to the Right -of -Way granted under this Agreement 2.15 Storage of Equipment and Parking of Vehicles. Grantee shall store equipment, materials, and park all vehicles associated with the construction and completion of the Pipeline only (XS No. 3iI13 Pipeline Easement Agreement, dated October 1, 2008, between Chevron and Enterprise Execution Version 4 in the designated locations agreed to by Grantor. Any additional storage, parking, or construction surface shall not be utilized without prior approval from Grantor. 2.16 Handling of Top Soil. Grantee shall remove any top -soil from the Land separately from other material removed by Grantee in connection with any activity on the Land, and shall replace any topsoil removed upon completion of that activity. 2.17 Stones, Brush, and Other Debris. Alt stones, brush and debris uncovered on, removed from or deposited on Grantor lands as the result of activities permitted under this Agreement shall be disposed of at Grantor's direction and at Grantee's sole cost and expense. 2.18 Backfill and Restoration of Field Grade. Grantee shall properly backfill and compact disturbed ground, excavated Pipeline trenches, and other excavations in connection with its activities on the Land. Compaction of disturbed areas in hay fields and pastures shall be accomplished using hydro -compaction methods followed by replacement of topsoil, free of stones and other debris. Grantee shall also permanently restore to field grade any settling or slumping in Grantor's fields and pastures caused by activities permitted under this Agreement. 2.19 Drainage and Irrigation Systems, Roads, and Improvements (A) Grantee shall timely replace or rebuild, to the satisfaction of Grantor, any and all parts of any drainage or irrigation system road or other improvement that may be damaged in connection with Grantee's activities conducted pursuant to this Agreement. (13) Grantee shall restore to proper operating condition to Grantor's satisfaction any irrigation systems damaged by the activities permitted under this Agreement. Immediately upon completion of any activity performed under this Agreement, Grantee shall timely repair any damage to open irrigation and drainage ditches by using proper mechanical ditch channel compaction methods and by reestablishing pre -disturbance grades and flowlines. (C) All culverts and buried irrigation system pipelines damaged by the Right -of -Way activities shall be replaced by Grantee immediately upon completion of the activity. 2.20 Roads. Upon completion of the Pipeline, Grantee shall glade all roads on Grantor's lands that were used in connection with Grantee's activities under this Agreement. 2.21 Fences. Grantee shall have the right to cross fences and/or install gates with Grantor's written approval on Grantor property adjoining the Right -of -Way whenever Grantee's crossing shall be reasonably necessary in conducting activities permitted under this Agreement_ Grantee shall maintain a proper enclosure at all times and shall restore fences to a condition equal to or better than their condition prior to Grantee's crossing as soon as crossing is completed. Nothing in this Section 2.21 shall be construed to make Grantee responsible for restoration of fencing damaged or removed by any party other than Grantee, its employees, agents, contractors, subcontractors, or invitees. CELS No.' 3 in 1 3 Pipeline Easement Agreement, dated October 1, 2008, between Chevron and Enterprise Execution Version 5 2.22 Effect of Noncompliance. Failure to comply with the conditions of this Section 2 may, in Grantor's sole discretion, result in the termination of this Agreement and forfeiture by Grantee of all rights under this Agreement. 3. TERM. The Right -of -Way is granted for a term of one year from the Effective Date, and for so long thereafter as Grantee shall use and maintain the Pipeline without cessation of more than one hundred eighty consecutive days. 4. COORDINATION WITH GRANTOR'S RANCH MANAGER Grantee shall work in cooperation with Grantor's Ranch Manager to coordinate all activities permitted under this Agreement. At least ten days prior to beginning work on the Pipeline, Grantee shall contact Grantor's Ranch Manager at the phone number listed below with the signatures to this Agreement, and shall arrange a mutually convenient time to review Grantee's plans for the Right - of -Way. In addition to reviewing Grantee's plans under the requirements of Sections 1 and 2, Grantee and Grantor's Ranch Manager will agree upon the trees to be cut within the Right -of - Way. Grantee will provide Grantor and all other road users with a detailed timeline of the construction of the Pipelines. S. PAYMENTS 5.1 Grantee shall pay to Grantor a payment in the amount of $ upon execution of this Agreement. An annual payment, as hereinafter described, shall be made by Grantee to Grantor on or before each anniversary date of the Effective Date this Agreement, at the address first set forth below in this Section 5. The first of annual payment shall be in the amount of i After the first annual payment, the annual payment shall thereafter increase by percent each year. No payment shall be deemed made by Grantee under this Agreement until the correct amount due is actually received by Grantor. 5.2 All payments to Grantor hereunder shall be made by Grantee's check, mailed postage prepaid, to Grantor at Attn: Manager, Shale Oil Development, QLS No. e 11/ Chevron U.S.A. Inc., P.O. Box 36366, Houston, TX 77236, which shall continue as the depository for payments under this Agreement regardless of changes in ownership of the Land and until Grantee is notified, in writing, of a change of corporate name, identity and/or address of Grantor. The payment shall reference this Agreement's QLS number as found at the bottom of each page of this Agreement. 6. COMPLIANCE WITH APPLICABLE LAW. Grantee warrants and agrees that Grantee and Grantee's contractors, subcontractors, agents, and invitees will comply with any and all laws, ordinances, orders, n11es, regulations, standards, licensing requirements or otherwise of any state, federal, tribal, municipal or local authority or agency thereof, now in force and effect, or which may be passed, enacted, issued, revised, required or promulgated hereinafter, incident to, arising out of or in any way connected with the utilization of the Pipeline or Land and/or any activities conducted under, pursuant to or by virtue of this Agreement. In addition, Grantee warrants that Grantee and its contractors, subcontractors, agents, and invitees will not discharge, dump, bury or store on the Land or in or on any water or waters on, adjacent to or in the area of the Land, for purposes of disposal, oil, chemicals, toxic substances or materials, and hazardous wastes or substances of any kind. Accordingly, Grantee specifically agrees to fully indemnify and hold Grantor harmless from and against any and all claims, demands, losses, judgments, causes of action, fines, penalties QLS No. 8lil Pipeline Easement Agreement, dated October 1, 2008, between Chevron and Enterprise Execution Version 6 and costs, including but not limited to attorney's fees and costs of court, arising out of or connected with the non-compliance with or violation by Grantee of any of the provisions of this Section 6, regardless of the fault or negligence of Grantor, and any such non-compliance or violation may result in the termination of this Agreement, subject to Section 13 . 7. NECESSARY PERMITS. Grantee and Grantee's contractors, subcontractors, agents, and invitees shall maintain, all licenses, permits, consents, approvals or other authorizations from all governmental or professional or other bodies having jurisdiction which are necessary for the performance of activities permitted under this Agreement. 8. LIENS. Grantee will pay all claims for labor and materials that may be furnished on its behalf, and will defend, indemnify and hold Grantor harmless against all liens, encumbrances and claims that may be filed against Grantor's lands as a result of activities under this Agreement and all claims incurred and/or paid in connection with same. 9. TERMINATION 9.1 Failure to Complete Pipeline or Cessation of Use. If Grantee fails to complete the Pipeline within eight months from the Effective Date, or ceases to use and maintain the Right -of -Way or Pipeline for more than one hundred and eighty consecutive days at any time after the Effective Date, this Agreement will automatically terminate. 9.2 Interference with Grantor's Operations (A) If at any time after the Effective Date Grantor determines in its sole discretion that Grantee's operations, even if previously approved by Grantor, will interfere with Grantor's exercise of its rights to explore, develop, produce, remove, or transport oil, oil shale, ores, gas, or other minerals, Grantor may choose either of the following options: (1) Terminale the Agreement, subject to Section 10. (2) Require Grantee to modify or relocate the Pipeline within the Land or to other Grantor lands as Grantor may direct in order to eliminate the interference to Grantor's satisfaction. If Grantor elects to require Grantee to modify or relocate Grantee's operations under this Agreement, all of the following will occur: (a) The Parties shall execute a written amendment to this Agreement reflecting the modification or relocation of the Pipeline under this Agreement. (b) ff modification or relocation of Grantee's operations occurs prior to January 1, 2018, Grantor shall reimburse Grantee for its reasonable and actual documented costs of relocating the Pipeline, subject to Section 11 and Grantee's obligations to under Section 10. QLSNo. e3 II, 3 Pipeline Easement Agreement, dated October 1, 2008, between Chevron and Enterprise Execution Version 7 (e) Effective January 1, 2018 and thereafter, Grantee agrees to modify or relocate the Pipeline at its sole risk and cost and subject to Section 11 and Grantee's obligations under Section 10. 9.3 Upon termination of this Agreement under this Section 9 or any other provision of this Agreement, Grantor will have the option, in its sole discretion, to either retain the right to use the Pipeline subject to Grantee's obligations under Section 10.1, or require Grantee to abandon or remove the Pipeline under Section 10.2 and restore the Right -of -Way under Section 10.1. 9.4 Termination of this Agreement under any of its provisions shall not operate to extinguish any obligations of Grantee which have accrued at the time of termination, or which accrue upon termination. ID. GRANTEE OBLIGATIONS UPON COMPLETION OF PIPELINE OR TERMINATION 10.1 Restoration. (A) Upon completion of the Pipeline or termination of this Agreement under any provision of this Agreement, Grantee shall have thirty days from completion of the Pipeline or termination of this Agreement, as applicable, to restore the Right - of -Way and all areas on Grantor lands areas disturbed by any activity under this Agreement to their original or better condition. If termination of this Agreement or completion of the Pipeline, as applicable, occurs after October, Grantee shall have until the earlier of June 30 or spring thaw of the following year to restore the Right -of -Way and all areas on Grantor lands affected by any activity under this Agreement to their original or better condition. (B) Grantee's restoration obligations under Section 10.1(A) shall include reseeding with seed mixes and planting trees approved by Grantor. Grantee shall continue to reseed and cultivate until successfully reestablishing self sustaining vegetation in the Right -of -Way. Reseeded areas shall be properly mulched except in pastures and hay fields. Grantee shall also spray all areas disturbed by construction to control noxious weeds for a period of no less than three growing seasons after completion of the Pipeline or termination of this Agreement, as applicable. 10.2 Grantor's Option to Require Abandonment or Removal. Upon termination of this Agreement, Grantor shall have the option in its sole discretion to require either abandonment or removal of the Pipeline. If abandonment is requested by Grantor, Grantee shall leave the Pipeline in a safe and well maintained condition. If removal of the Pipeline is requested by Grantor, Grantee shall have a period of six months from and after the effective date of termination in which to remove the Pipeline and to comply with its restoration obligations under Section 10.1. 10.3 Grantee Release. Upon the termination of this Agreement, in whole or in part, for any reason, Grantee will, within thirty days of written demand, deliver to Grantor an instrument in the county records that reflects that Grantee's rights to the Land under this Agreement have terminated. If Grantee fails to comply with this obligation within the QLS No. 83.013 Pipeline Easement Agreement, dated October 1, 2008, between Chevron and Enterprise Execution Version 8 time required, Grantee authorizes Grantor to file a notice of termination on Grantee's behalf. 11. LIMITATION ON DAMAGES. Under no circumstances shall Grantor have any obligation to compensate Grantee for indirect or consequential loss, including loss of production, petroleum or petroleum products, loss of prospective economic advantage or benefit, or loss of business opportunity, punitive or exemplary damages. 12. GRANTEE'S INDEMNITY. GRANTEE AGREES TO PROTECT, DEFEND, INDEMNIFY AND BOLD GRANTOR AND ALL OF GRANTOR'S AFFILIATED AND PARENT AND SUBSIDIARY COMPANIES, JOINT VENTURERS AND PARTNERS, AND ALL OF THE AFORESAID ENTITIES' OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, INVITEES AM) INSURERS ("INDEMNITEES") HARMLESS, FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, INJURY, COSTS (INCLUDING ATTORNEY FEES), EXPENSES, FINES, CLAIMS, DEMANDS AND CAUSES OF ACTION ARISING OUT OF, OR IN ANY WAY CONNECTED WITH GRANTEE'S ACTIVITIES OR OPERATIONS UNDER THIS AGREEMENT, FOR INJURY TO OR ILLNESS OR DEATH OF ANY PERSON {INCLUDING BUT NOT LIMITED TO AN INDEMNITEE OR AN EMPLOYEE OR AGENT OF GRANTEE OR GRANTEE'S CONTRACTORS OR SUBCONTRACTORS OR ANY THIRD PARTY) OR FOR LOSS OF OR DAMAGE TO PROPERTY (INCLUDING BUT NOT LINIITED TO PROPERTY OF INDEMNITEES, GRANTEE, GRANTEE'S CONTRACTORS OR SUBCONTRACTORS OR ANY THIRD PARTY) OR FOR VIOLATION OF ANY FEDERAL, STATE OR LOCAL LAWS, RULES, REGULATIONS, AND ORDERS INCLUDING BUT NOT LIMITED TO CERCLA AND RCRA. GRANTEE'S INDEMNITY SHALL APPLY EVEN IN THE EVENT OF. AN INDEMNITEE'S OWN NEGLIGENCE, WHETHER INDEMNITEES' NEGLIGENCE IS SOLE, COMPARATIVE, CONTRIBUTORY,,CONCURRENT, ACTIVE, OR PASSIVE, AND REGARDLESS OF WHETHER LIABILITY WITHOUT FAULT IS IMPOSED OR SOUGHT TO BE IMPOSED ON ONE OR MORE OF THE INDEMMTEES, THIS INDEMNITY SHALL NOT APPLY TO THE EXTENT THAT IT IS VOID OR OTHERWISE UNENFORCEABLE UNDER APPLICABLE LAW. 13. GRANTOR'S RIGHT TO SUSPEND ACTIVITIES AND TERMINATE FOR BREACH 13.1 If Grantee defaults in the performance of any of its obligations under this Agreement, Grantor may suspend activities under this Agreement at the sole cost of Grantee effective immediately upon Grantor's delivery of written notice to Grantee, and Grantor may enforce the performance of this Agreement in any manner provided in this Agreement or by law. Any attempt by Grantee to interfere with Grantor's exercise of its rights to suspend Grantee's activities for breach shall result in automatic termination of this Agreement. 13.2 Regardless of whether Grantor suspends Grantee's activities under this Agreement, if Grantee fails to perform any act required by this Agreement or otherwise comply with any of hs obligations under this Agreement, Grantor shall have the right but not the obligation to take either of the following actions: QLs No. F3 )113 Pipeline Easement Agreement, dated October 1, 2008, between Chevron and Enterprise Execution Version 9 (A) Terminate the Agreement if Grantee's default continues for a period of thirty days after Grantee receives written notice of default from Grantor, and Grantee has not either cured the default within the thirty day period or undertaken and diligently pursued actions reasonably calculated to cure the default within the thirty day period. (B) 14. INSURANCE (1) After expiration of the thirty day period, Grantor will have the right, without further notice or demand, to enter the Right -of -Way, assume ownership of Grantee's personal property without the necessity of a formal conveyance or bill of sale from Grantee, and require Grantee to restore or abandon the Right -of -Way under Section 10 or undertake restoration or abandonment itself, without waiving any other remedies to which Grantor may be entitled. (2) Grantee shall fully reimburse Grantor for the costs of removing, storing, and/or disposing of the personal property. If Grantor elects to restore or abandon, Grantee shall also fully reimburse Grantor for the costs of abandoning or restoring the Right -of -Way to its original condition. If, within sixty days after the date of Agreement termination, Grantee does not fully reimburse Grantor for any of these costs, then in addition to Grantor's other rights under this Agreement, Grantor may dispose of the personal property, retain any proceeds from the sale of the property, and may recover from Grantee any deficiency. Perform the act or obligation that Grantee failed to perform without terminating the Agreement, and Grantee will fully defend, indemnify and hold Grantor harmless against all costs and expenses incurred by Grantor in performing the act or obligation that Grantee failed to perform_ if Grantee fails to comply fully with the terms of this Agreement, Grantee will be obligated to reimburse all costs and expenses incurred by Grantor in enforcing this Agreement, including but not limited to court costs and attorneys' fees. 14.1 Neither the minimum policy limits of insurance required of Grantee under this Section 14 nor the actual amounts of insurance maintained by Grantee under its insurance program limit or reduce Grantee's liability and indemnity obligations in this Agreement. 14.2 Grantee shall maintain the following insurance and all other insurance required by applicable law: (A) Workers' Compensation and Employer's Liability Insurance as prescribed by applicable laws. The policy limits of the Employer's Liability Insurance must not be less than $10,000,000.00 per occurrence (B) Commercial General Liability (Bodily Injury and Property Damage) Insurance, including the following supplemental coverages: Contraetual Liability to cover the liabilities assumed in this Contract; Products and Completed Operations; Explosion, Collapse and Underground Hazards; and Sudden and Accidental (SLS Nn. ?;3 1 l.=l Pipeline Easement Agreement, dated October 1, 200$, between Chevron and Enterprise Execution Version 10 Pollution. The policy territory coverage must include all areas where operations are to be performed. The policy limits must not be less than $10,000,000 combined single limit per occurrence. (C) Automobile Bodily injury and Property Damage Liability Insurance extending to all vehicles provided by Lessee in the performance of operations. The policy limits for this insurance must be the higher of the amount required by applicable law or $10,000,000 combined single limit per occurrence. 14.3 Policy Endorsements. (A) Grantee shall, or shall cause its insurer to, provide Grantor with thirty days' notice before canceling or making a material change to an insurance policy required by Section 14. (B) Waivers of subrogation in favor of Indemnitees must be included in the Workers' Compensation insurance policies required by Section 14.2(A). (C) The insurance required in Sections 14.2(B) and 14.2(C) must include all of the following: (1) (2) (3) Grantor shall be named as additional insured to the extent of the liabilities assumed by Grantee under this Agreement. The coverage provided to Grantor as additional insured must expressly include liability imposed or sought to be imposed upon Grantor for the contributory fault or negligence of Grantor to the extent that Grantee has assumed such liabilities of Grantor under the Agreement. A provision that the insurance is primary with respect to all insured, including additional insured, and that no other insurance carried by Grantor will be considered as contributory insurance for any lass. A cross liability or severability of interest clause which has the effect of insuring that each insured (including additional insured) is covered as a separate insured. 14.4 Evidence of Insurance. Before performing any operations on the Land under this Agreement, Grantee shall provide Grantor with certificates or other documentary evidence satisfactory to Grantor of the insurance and endorsements required under this Section 14 and shall reference the QLS No. at the bottom of each page of this Agreement when providing this evidence. Grantor's acceptance of this certificate does not constitute a waiver, release or modification of any of the insurance coverages and endorsements required under this Section 14. Grantee shall provide copies of insurance policies required under this Agreement if requested by Grantor. Grantee acknowledges that failure to provide a certificate or a copy of a policy or other evidence as required by this Section 14.4 may lead to termination of this Agreement. 14.5 Deductibles or Self -Insured Retentions. Grantee is solely responsible for payment of all deductibles or self-insured retentions that are applicable to any claims made against Grantor covered by Grantee's insurance policies. The level of these deductibles or QI,S No. &3i11-3 Pipeline Easement Agreement, dated October 1, 2008, between Chevron and Enterprise Execution Version 11 retentions must be reasonable and compatible with that expected of a prudent operator in similar circumstances. 14.6 Waiver of Subrogation for Grantor's Physical Damage Insurance. Grantee shall obtain a written waiver of subrogation in favor of Grantor from its insurers who provide physical damage insurance with respect to property used in the performance of operations. 14.7 Conflict with Applicable Law. Grantee will not he required to cany the insurance coverages required in this Agreement to the extent such coverages conflict with, or are void or otherwise unenforceable under, applicable laws or regulations, 15. TAXES. Grantee shall promptly pay, before delinquency, all taxes and assessments levied or assessed upon or against the Right -of -Way during the term of this Agreement, by reason of, or resulting from Grantee's activities under this Agreement. Grantee shall reimburse Grantor for any increase in taxes paid by Grantor resulting from the value of the Pipeline and associated facilities, whether or not separately assessed. Grantee shall pay all taxes levied or assessed upon or against Grantee's Pipeline and operations on the Right -of -Way. 16. REMOVAL OF PROPERTY. All buildings, improvements, material, machinery, equipment and other property that may be constructed or placed on the Land by Grantee will not become part of the real property but will remain the personal property of Grantee. Upon completion of the Pipeline, Grantee shall no longer have the right to place personal property on the Land and shall remove all of its personal property from the Land within sixty days following completion of the Pipeline. If Grantee fails to remove its personal property from the Land within sixty days following completion of the Pipeline, Grantor will have the right but not the obligation, without further notice or demand, to assume ownership of the persona! property without the necessity of a formal conveyance or bill of sale from Grantee or to dispose of the personal property and retain any proceeds from sale. Grantee shall fully reimburse Grantor for the costs removing, storing, and disposing of the personal property. If Grantor elects to sell the personal property and proceeds of the sale are not sufficient to cover the costs removing, storing, or disposing of the property, Grantor may recover from Grantee any deficiency. 17. NOTICES. All notices required or permitted under this Agreement must be in writing and delivered by mail (postage prepaid) or by hand delivery to the address of the receiving party set out in the signature page to this Agreement and shall reference the QLS No. identified at the bottom of each page of this Agreement. Notice may also be delivered by facsimile sent to the facsimile number of the receiving Party set out in the signature page to this Agreement provided that the original notice is promptly sent to the recipient by mail (postage prepaid) or by hand delivery. Notices sent by email are ineffective. Except as otherwise provided in this Agreement, notices are effective when received by the recipient during the recipient's regular business hours. Notices which do not comply with the requirements of this Agreement are ineffective, and do not impart actual or any other kind of notice. 18. CONFLICT OF INTEREST. Conflicts of interest relating to this Agreement are strictly prohibited. Except as provided in this Agreement, neither Grantee, nor any director, employee, agent of Grantee, shall give to or receive from any director, employee or agent of Grantor any gift, entertainment or other favor of significant value, or any commission, fee or rebate. Likewise, neither Grantee nor any director, employee or agent of Grantee shall, without prior written QLS '3l 113 Pipeline Easement Agreement, dated October 1, 2008, between Chevron and Enterprise Execution Version 12 notification thereof to Grantor, enter into any business relationship with any director, employee, or agent of Grantor or any affiliate, unless such person is acting for and on behalf of Grantor. Grantee shall promptly notify Grantor of any violation of this Section 18. Any representatives authorized by Grantor may audit any and all records of Grantee for the sole purpose of determining whether there has been compliance with this Section 18 under this Agreement. . Grantee shall maintain true and correct records in connection with all matters relating to this Agreement and retain such records for at least twenty-four months after termination of this Agreement. 19. PUBLIC ANNOUNCEMENTS. Grantee shall not issue any public announcement or statement concerning the Right -of -Way or this Agreement without obtaining Grantor's prior written consent. 20. THIRD PARTY RIGHTS. No Person who is not a party to this Agreement has any rights under this Agreement or may enforce any provision in this Agreement. 21. GOVERNING LAW. This Agreement is governed by and interpreted under the laws of the State of Colorado, without regard to its choice of law rules. 22. RECORDING OF MEMORANDUM OF AGREEMENT. Grantee shall execute a memorandum for recordation purposes of this Agreement, on a form approved by Grantor, delivering same to Grantee for recordation in the Office of the County Clerk of Garfield County, Colorado. Neither Party shall record their duplicate original of this Agreement in public real property records. However, nothing shall prohibit any Party from filing a copy of this Agreement in a civil action to the extent necessary to enforce rights or obligations of the Agreement or as may otherwise be required by applicable law or by lawful order of any administrative or judicial proceeding. Grantee agrees that upon its receipt of the Memorandum of Pipeline Easement Agreement for recordation purposes from Grantor that Grantee shall file same of record and will deliver to Grantor, a copy of the recorded Mernorandum showing the filing and recording information. 23. GENERAL PROVISIONS 23.1 Entire Agreement. This Agreement comprises the complete and exclusive agreement between the Parties regarding the subject matter, and supersedes all oral and written communications, negotiations, representations or agreements in relation to that subject matter made or entered into before the Effective Date, 23.2 Amendment. No amendment to this Agreement is effective unless made in writing and signed by authorized representatives of both Parties. 23.3 Severability, Each provision of this Agreement is severable, If any provision is determined to be invalid, unenforceable or illegal under any existing or future law by a court, arbitrator of competent jurisdiction or by operation of any applicable law, this invalidity, unenforceability or illegality will not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal. QLS Na. l3-11 1 1 3 Pipeline Easement Agreement, dated October 1, 2008, between Chevron and Enterprise Execution Version 13 214 Waiver. No waiver by either Party of this Agreement's terms, provisions or conditions shall be effective unless specifically evidenced in writing and signed by or on behalf of the Party granting such waiver. A Party's failure to pursue remedies for breach of this Agreement does not constitute a waiver by such Party of any breach of this Agreement or raise any defense against claims against a Party for breach of this Agreement. The waiver or failure to require the performance of any covenant or obligation contained in this Agreement or to pursue remedies for breach of this Agreement does not waive a later breach of that covenant or obligation. 23.5 Survival. Despite termination of this Agreement for any reason, all provisions in this Agreement containing representations, warranties, releases, defense obligations and indemnities, and all provisions relating to audit, confidentiality, conflicts of interest, insurance, disclaimer of certain remedies, limitations of liability, dispute resolution and governing law, and all causes of action which arose prior to completion or termination, survive indefinitely until, by their respective terms, they are no longer operative or are otherwise limited by an applicable statute of limitations. Each of the obligations and undertakings set out in this Agreement which is not fully performed at termination shall continue in force after termination. 23.6 Interpretation. Unless the context expressly requires otherwise, all of the following apply to the interpretation of this Agreement: (A) The plural and singular words each include the other. (B) The word "or" is not exclusive. (C) The word "includes" and "including" are not limiting. (D) References to matters "arising" (or which "arise" or "arises") "out of this Agreement" include matters which arise in connection with this Agreement or have a causal connection with or which flow from this Agreement or which would not have arisen or occurred but for the entering into this Agreement or the performance of or failure to perform obligations under this Agreement. (E) The headings in this Agreement are included for convenience and do not affect the construction or interpretation of any provision of, or the rights or obligations of a Party under, this Agreement. 23.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original of this Agreement, and which together will constitute one and the same instrument; provided that neither Party will be bound to this Agreement unless and until both Parties have executed a counterpart. 23.8 Drafting. Preparation of this Agreement has been a joint effort of the Parties and the resulting Agreement must not be construed more severely against one of the Parties than against the other. 23.9 Assignment. This Agreement is personal to Grantee, and Grantee may not assign its rights under this Agreement, in whole or in part, without Grantor's prior written consent. Grantor may withhold its consent or impose conditions for its consent for any reason or QLS No. I I Pipeline Easement Agreement, dated October 1, 2008, between Chevron and Enterprise Execution Version i 4 no reason. Any attempted assignment made in violation of this provision will be, in Grantor's sole discretion (and in addition to any other remedy available to Grantor at law or in equity), voidable and of no force. if Grantor consents to an assignrnent, Grantee and any approved assignee(s) will be jointly and severally liable for the performance of all obligations imposed upon Grantee under this Agreement, and such assignrnent must affirm Grantee and its assignee's intent to be bound by all of the terms and provisions of this Agreement and any conditions of Grantor's consent. Any assignment to which Grantor consents shall not be binding upon or recognized by Grantor in any way unless it meets the requirements of this Section 23.9 and a certified copy has been furnished to Grantor. The granting of Grantor's consent to any assignrnent will be effective only as to the specific assignment then the express subject of such consent, and any subsequent assignment that may be proposed or attempted will be ineffective without Grantor's prior written consent under this Section. 23.10 Authorized Representatives. Each Party represents and warrants that the Agreement has been duly executed and delivered by its authorized officer or other representative and constitutes its legal, valid and binding obligation enforceable in accordance with its terms, and no consent or approval of any other person is required in connection with its execution, delivery and performance of this Agreement. IMPORTANT NOTICE: THIS AGREEMENT CONTAINS PROVISIONS REGARDING INDEMNITIES AND WARRANTIES THAT EXPRESS THE AGREEMENT OF THE PARTIES CONCERNING CLAIMS ARISING OUT OF THIS AGREEMENT. The Parties have executed this Agreement in duplicate as evidenced by the following signatures of authorized representatives of the Parties: GRANTOR: GRANTEE: CHEVRON SHALE OIL COMPANY, A ENTERPRISE GAS PROCESSING, LLC DIVISION OF CHEVRON U.S.A. INC. Signature: Signature: Name: (• . %J Title: Attorney -in -Fact Name: Title: f/7- QI.S e3 1 I l 3 Pipeline Easement Agreement, dated October 1, 2008, between Chevron and Enterprise Execution Version 15 ADDRESS FOR NOTICES: ADDRESS FOR NOTICES: 11111 S. Wilcrest Houston, Texas 77099 Attention: Land Manager Facsimile: Ranch Manager: Craig Tysse, (970) 285-9722 P.O. }3ox 4324 Houston, TX 77210 Attention: Director of Land Facsimile: QLS No. v _ . Pipeline Easement Agreement, dated October 1, 2008, between Chevron and Enterprise Execution Version 16 STATE OF TEXAS COUNTY OF HARRIS § % he6ore... ng jnstrument was acknowledged before rye this C—µ- day of 2008 by x as Attorney -in -Fact for Chevron Shale Oil Company, a division of hevron U.S.A. Inc, My Commission Ex ►i es: Notary Pini STATE OF TEXAS § NMLior vini� COUNTY OF -HEIS• § LUISA GAMING Notary PubliiO. Q� State of Texas Comm. Exp. 05.30-12 The foregoing instrument was acknowledged before me this )`7 day ofL" .tp><ki1-t,6 2008 by ritL kc . —road. as .t(c.P ei of Enterprise Gas Processing, LLC. My Commission Expires: 6 - -• ��il Notary Public QL.S No. g3 i , 3 SANDRA TAYLOR Notary Public $weetwotet County Wyoming ..?L�dl� My Commisslof Expires 1 Pipeline Easement Agreement, dated October I, 2008, between Chevron and Enterprise Execution Version 17 L�lf h[ Ilil l ` "A" SECTION 19, TOWNSHIP f SOUTH, RANGE 96 UST of the 6th P,.IL STATE OF COLORADO COUNTY OF GARFIELD APPARENT OWNERSHIP: CHEVRON USA INC. FOUND MONUMENT it SECTION CORNER vDb POUND MONUMENT OUARTFR CORNER • PROJECTED CORNER BASIS OF BEARINGS NORM i CINE OF NE 1!4 OF SECTION 19 AND BEARING N 88° f8' 3.2'E MONUMENTEO AS S1 'OWN. ly , I: SEE EXHIBIT A-2 1 FOR ROW TABULATIONS AND ROW DETAIL Ni'.. • G ;a:. '-1 s8';U"4H• STATEMENT OF SURVEYOR: OR: I',iiIAN I LORP.ES .;TA FES HE IS BY OCCUPATION A I LGi:;11_P D I ANI/ ';LIHVbYt;k POPLOYE IT? i ,N ERPR1EE PRLJDIJC-TS TO FAKE A SURVEY OF TI IL CENTERS IN C:F A FIIL IN;; PIG/ OF WAY i' DESCRIBED AND SI1OV':N i iEF GC!N. THAT THE SLIC-'VEY OF SAID '1.)01-2K WAS MADE UNDER HI5 SUi,'ERV:SION AND AUTI IOW I Y .;t+h;i^;7; 1'k,;11Jt; .JN 111E r"'trt i)AY OF ,IONE- 2O1.11:1 AND THAT SUCH AJf�VrY 15 ACCURATELY REJA ESLN i I :, .;1'`il!J +111:i 1'1 A i.: 'T ..� �. COL PRUADO PLS , + r1t;��,, RIFF/N & ASSOCIATES, INC. 1414 ELK ST., ROCK SPRINGS, WY82901 DRAWN: 8.01.08 - KRH SCALE: f"= 1000' REVISED: 8/27108 - KRH DRG JOB No. 16598-G REVISED ROW WIDTH EXHIBIT A-1 A MAP SHOWING ,1 PROPOSED PIPELINE RIGHT -OF -WAIT SECTION ION 19, L 5 S, R. 96 W, 6th P .M., G4REIE"Ln COUNTY, COLORADO PREPARED FOR: ENTERPRISE PRODUCTS EXHIBIT "A" ROW DETAIL PIPELINE TABULATIONS # DIRECTION DISTANCE L1 S 23'41'23' W 43.34' L2 S 42'01'40' W 717.36' L3 S 09'40'16' E 30.99' L4 S 61°22'33' E 36,43' L5 S 45'52'46' E 122.55' L6 S 49'17'10' E 54.15' L7 S 45'50'08' E 63.34' L8 S 39'09'09' E 60.00' L9 S 12`10'10' E 237,36' L10 S 25'01'47' E 84,93' L11 S 73'50'35' E 184.37' L12 S 62'35'00' E 226.41' L13 S 26'32'59' E 293,17' L11 S 38'21'35' E 219.19' L15 S 14'02'24' E 180.38' L16 S 01'39'39' W 177,07' L17 S 20'56'00' E 86.97' L18 S 17'11'25' E 93,93' L19 S 66'00'53' E 72.13' L20 S 44'26'02' E 173.76' L21 S 43'53'45' E 125.92' L22 S 50.38'36' E 128.17' L23 S 13`19'37` E 46:99' L24 S 76'40'23' W 208.73' L2S S 70'32'27' W 92.22' L26 S 53°09'19' iJ 60.61' L27 S 36'30'32' W 72.78' L28 S 23'01'35' W 255,11' L29 S 14'49'45' W 132.64' L30 S 07'39'42' W 685.57' L31 S 03116'00' E 92.05' W302,9RIFFIN & ASSOCIATES, INC. 3m aei-1494 ELK ST., ROOK SPRINGS, WY 82901 DRAWN: 8-01.08 - KRH REVISED: 8/27/08 - KRH REVISED ROW WIDTH SCALE: 1 ' 1000' ORO JO8 No. 16596-6 EXHIOIT A-2 A MAP SHOWING PROPOSED PIPELINE RIGHT-OF-WAY IN SECTION 19, E 5 S., R. 96 W., 611: P GARFIELD COUNTY, COLORADO PREPARED FOR: ENTERPRISE PRODUCTS EXHIBIT "A" "REVISED" EXHIBITA LEGAL DESCRIPTION PROPOSED RIGHT OFWAY SITUATE IN THE EAST HALF OF SECTIO iN 19, T5 S, R 96 W, 61" P.M., IN CHEVRON USA INC LANDS AUGUST27, 2008 A strip of land, 25 feet wide, for a Right Of Way situate in the east half of Section 19, Township 5 South and Range 96 West of the Sixth Principal Meridian in Garfield County, Colorado, lying 12.50 feet on each side of the following described centerline: Considering the north line of the northeast quarter of the said Section 19 as hearing North 88° 18' 32" West and all the bearings contained herein are referenced from. The terminus of the said north line being monumented with brass eaps set by the U. S. General Land Office survey in 1917. Commencing at the north quarter corner of the said Section 19; THENCE, along the said north line of the northeast quarter of Section 19, South 88° 18' 32" East, a distance of 564.60 feet to the Point of Beginning; THENCE South 23°44'23" West, 43.34 Feet; THENCE South 42°01'40" West, 717.36 Feet; THENCE South 09°40'16" East, 30.99 Feet; THENCE South 61°22'13" East, 36.43 Feet: THENCE South 45°52'46" East, 122,55 Feet; THENCE South 49°17'10" East, 54.15 Feet; TIIENCE South 45°50'08" East, 63.34 Feet; THENCE South 39°09'09" East, 60.00 Feet; TIIENCi South 12°10'10" East, 237.36 Feet; THENCE South 25"01'47" East, 84.93 Feet; THENCE South 73°50'35" East, 184.37 Feet; THENCE South 62°35'00" East, 228.4I Feei; THENCE South 26°32'59" East, 293.17 Feet; THENCE South 38°21'35" East, 219.18 Feet; THENCE South 14°02'24" East, 180.38 Feet; THENCE South 01°39'39" West, 177.07 Feet; THENCE South 20°56'00" East. 86.97 Feet; THENCE South 17°11'25" East, 93.93 Feet; THENCE South 66°00'53" East, 72.13 Feet; THENCE South 44°26'02" East, 173.78 Feei; THENCE South 43°53'45" East, 125.92 Feet; THENCE South 50°38'36" East, 128.17 Feet; TI -HENCE South 13°19'37" East, 46.99 Feet; THENCE South 76°4023" West, 208.73 Feet; THENCE South 70°32'27" West, 92.22 Feet: THENCE South 53°09'19" West, 60.61 Feet; 16506-G Page 1 of2 EXHIBIT "A" 111 [A{ Sohth 31) Wesi. 72.7S cct: 1-111.m 1. Soul] :).1 111•3-.7,- Fein: 1111. M. 1- 1-4 40'45- 1111 I. \\ 1111'N:LF tioutli 1.1000" 17a51. •i2.W Feet to tho Point 4.11 leinuntls.7.dik.1 point 1.),...1.pr! North -1(,- c1, 211(0,1 ii.mn the -.0.ffltlp.vest Suid section 10: 1-1C ;1110X L. tic. -4-c111)1 ,t1'11)i.Ilatid ot. L111(.1. kit 11.'n111 Of :1,01 (}.(t 411' 7,10.67iii1,:.1111.1 (0 :111X' 0:17;CMt.:111.. C1111(11(101)c :11t1 Lg. ttFLLiILIS 1i1L 111I% Q.\- Or 1iin i1S SL RVEYOR'S STATEMENT 1. 13t!;in 1 l'orket:. lir D. R. t undor contract to 1.nte.rortse Pruilucts to surve the- ithos, descril)cil RiOit ( )1. . iIc he triccription hereon i- et1L,i reprcsLmt.dtitin 01 I1Vi 11:1LIC 1111t101- IflY 111111(411X i111 June 2:;. R LI1.11<.LNLE DRAW IN( Fxhihits 2 01 Insurance Treasury MOC adm,rm'at,:% ..LC d.:u%iidiar, of h1 Marathon 5555 San Felipe (P.O. Box 3128) `MAIM Oil Corporation Houston, TX 77056 (77253-3128) October 7 0, 2006 Main No. 713/629-6600 fax 7131296-4514 Chevron Shale Oil Company Chevron U.S.A. Inc. 11111 S. Wilcrest Drive Houston, TX 77099 RE: Evidence of Insurance for Marathon Oil Company filed in connection with Pipeline Easement Agreement, Garfield County, Colorado The insurance required by your company will be provided by Marathon OH Company under the corporate insurance programs of its parents Marathon Oil Corporation (Marathon), Marathon is covered for property and liability exposures through major worldwide property and liability insurance programs with large self- insured retentions. Losses that fall within these self-insured retentions, including those for which Marathon is contractually liable, are paid through the financial resources of the company and are administered by Marathon under its self-administered claims program. The insurance limits required by your company fail within our corporate self-insured retentions. This means that Marathon will respond to bodily injury and/or property damage claims made against Marathon arising out of or relating to the above -referenced agreement as would a commercial insurer for the limits specified below: Commercial General Liability -- Bodily Injury and Property Damage: $1,000,000 Combined Single Limit per occurrence premises/operations explosion and collapse hazard underground hazard products/completed operations hazard contractual insurance broad form property damage independent contractors -- personal injury Auto Liability — Bodily Injury and Property Damage - $1,000,000 Combined Single Limit per occurrence owned hired non -owned Workers Comp ensation/Employers Liability - Per Statutory Requirement/ $1,000,000 per occurrence Chevron and its subsidiaries shall be considered as if it were an additional insured for liabilities arising out of the above -referenced agreement. Marathon waives its right of recovery to the extent Marathon has assumed liability or for which Marathon is otherwise legally liable and is not indemnified hereunder. This evidence of insurance/self-insurance will remain in effect until rescinded in writing by Marathon, Sincerely, Pam Mihovil Insurance Specialist „,o Chevron November 1, 2007 Kevin Goldstein Mid -Continent Business Unit Landman Chevron U.S.A. Inc. Piceance Basin 11111 S. W€Icrest, Houston, TX 77099 P.O. Box 36366, Houston, TX 77236 Tel 281 561 3722 Fax 866 228 5093 kjgo@chevron.com Marathon Oil Company Attn: Peggy Gilbert 5555 San Felipe Houston, TX 77056 Re: Amendment of Pipeline Easement Agreement dated October 23, 2006 Garfield County, Colorado Ms. Gilbert: This letter serves to amend some of the terms of that certain Pipeline Easement Agreement between Chevron Shale Oil Company, a division of Chevron U.S.A. Inc. (CSOC) and Marathon Oil Company (Marathon), dated October 23, 2006, a copy of which is attached hereto as "Exhibit A" (the Pipeline Easement). Terms of this agreement are as follows: 1. During the period of initial pipeline construction, CSOC agrees to grant Marathon an additional strip of land thirty feet (30') in width along and on the west side of the Pipeline Easement as shown in Exhibit "B" ("temporary workspace"), except where Grantee's activities will interfere with irrigation ditches, streams, or creeks. 2. This grant of a temporary workspace shall terminate at the earlier of the completion of the initial pipeline installation or six (6) months, whichever is earlier. 3. At the termination of the grant of a temporary workspace, Marathon shall permanently remediate same in accordance with Article 2.C. of Exhibit A. 4. With the exception of the addition of temporary workspace set forth above, all terms and provisions as set forth in the Pipeline Easement remain in full force and effect. 5. Conflicts of interest relating to this Agreement are strictly prohibited. Except as otherwise expressly provided herein, neither Marathon nor any director, employee or agent of Marathon or its Subcontractors or Vendors shall give to or receive from any director, employee or agent of CSOC any gift, entertainment or other favor of significant value, or any commission, fee or rebate. Likewise, neither Marathon nor any director, employee or agent of Marathon or its Subcontractors or Vendors shall, without prior written notification thereof to CSOC, enter into any business relationship with any director, employee, or agent of CSOC or any Affiliate, unless such person is acting for and on behalf of CSOC. Marathon shall promptly notify CSOC of any violation of this Section and any consideration received as a result of such violation shall be paid over or credited to CSOC. Additionally, in the event of any violation of this Section, including any violation occurring prior to the date of this Agreement, resulting directly or indirectly in CSOC's consent to enter into this Agreement, CSOC may, at CSOC's sole option, terminate this Agreement at any time and notwithstanding any other provision of this Agreement, pay Marathon only for that part of the Work performed prior to the date of termination. Any representatives authorized by CSOC may audit any and all records of Marathon and its Subcontractors and Vendors for the sole purpose of determining whether there has been compliance with this Conflicts of Interest Section. Marathon and its subcontractors and vendors of any tier shall maintain true and correct records in connection with all matters relating to this Agreement and retain such records for at least 24 months after termination of this Agreement. Please indicate your agreement by signing in the space provided below and returning two (2) executed originals of this Ietter to the undersigned. This letter agreement shall not be effective until an original has been fully executed by both Marathon and CSOC. Sincerely, Kevin Goldstein Land Representative AGREED TO AND ACCEPTED THIS MARATHON OIL COMPANY By: r;40 DAY OF -e , 2007. Name & Title: AGREED TO AND ACCEPTED THIS DAY OF `y -M tr' , 2007. CHEVRON SHALE OIL COMPANY, a division of Chevron U.S.A. Inc. By: Name & Title: •^- ; 4.t" \ E1'Kiet/1Pyr- �C,N ^ r Exhibit "A" QLS `1531 PIPELINE EASEMENT AGREEMENT STATE OF COLORADO ) COUNTY OF GARFIELD ) THIS PIPELINE EASEMENT AGREEMENT, made this23f4tlay of October, 2006, between Chevron Shale Oil Company, a division of Chevron U.S.A. Inc, a Pennsylvania corporation, with offices at 11111 S. Wilcrest Dr., Houston, Texas 77099, hereinafter referred to as "GRANTOR" and Marathon Oil Company, an Ohio corporation, with offices at 5555 San Felipe Road, Houston, TX 77056, hereinafter referred to as "GRANTEE." WITNESSETH: WHEREAS, GRANTOR is the owner of certain real property in Garfield County, State of Colorado; and WHEREAS, GRANTOR desires to grant and GRANTEE desires to acquire certain rights in a porion of said real property; NOW, THEREFORE, in consideration of the sum of Ten Dollars (510.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I. GRANT OF EASEMENT. GRANTOR hereby grants to GRANTEE, subject to thL� terms and conditions hereof, the following easement: l A. A non-exclusive pipeline right-of-way in certain parcels situated in Sections 1, 12, and 13, T6S-R97W, and Sections 19, 20, 29, and 33, T5S, R96W, of the 6"' P,M., Garfield County, Colorado and is more particularly described in Exhibit "A", which is attached to this Agreement. This right-of-way is one hundred feet (100') in width, the centerline of said right- of-way ightof-way being situated directly over the proposed pipeline right-of-way as further detailed in Exhibit "A", for the sole purpose of surveying, laying, constructing, operating, inspecting, maintaining, repairing, replacing. and removing multiple pipelines (with above -ground valves, drips, meters, fittings, appliances, and related facilities), for the transportation of natural gas and associated liquids and gases, and water, hereinafter referred to as "the pipeline", over and through the land described in Exhibit "A" hereof, hereinafter referred to as the "Easement Area," in the County of Garfield, State of Colorado. The rights granted herein do not include the right to explore for or produce oil, gas or other minerals, and do not include agricultural, farming, ranching or hunting rights, This Grant of Easement is strictly limited to the acreage as described in Exhibit "A" and if GRANTEE disturbs any of Grantor's [ands which are not a part of this agreement, GRANTEE shall pay damages to Grantor for the disturbance and shall immediately restore said lands to their original condition. If any pipelines or related equipment are installed in, on, or under any acreage other than that specifically set forth on Exhibit "A," then upon Grantor's written request, Grantee shall immediately remove that portion of pipeline and/or equipment, re-route and/or relocate the pipeline and/or equipment, and shall restore the disturbed acreage (both the portion disturbed which is located outside of that specified on Exhibit "A," and that portion disturbed located within Exhibit "Al to the its original condition. B. GRANTEE shall have the right of ingress and egress in, on, over, across and through the Easement Area for any and aft purposes necessary to the exercise by GRANTEE of the rights and right-of-ways granted herein. Exhibit "A" C. GRANTOR reserves the right for itse remove 011 shale, oil and gas, ores and other minerals D. This Agreement is made subject to all leases and other agreements affecting the surface GRANTOR further reserves the right to grant other under this easement and right -of ways. GRANTEE third party consents prior to conducting activities Agreement. E. GRANTOR makes no warranties or Easement Area. 2. COVENANT THAT OPERATION OF SERVIENT TENEMENT. If or its assignees to explore for, mine, and in, on or under the Easement Area. existing easements, rights-of-way, licenses, or subsurface of the Easement Area and easements to third parties to cross over or is responsible for obtaining any necessary on the Easement Area pursuant to this representations concerning the title to the EASEMENT NOT INTERFERE WITH A. GRANTEE agrees to maintain and operate the easement herein granted in such manner that the operation thereof will in no way hinder or prevent the use and enjoyment of GRANTOR's adjoining property, including use thereof for exploration, mining, oil shale development, oil and gas development, farming, ranching and land development. B. Except for aboveground valves, meters, drips, fittings, appliances, and related facilities as provided for herein, GRANTEE shall have no right to locate any permanent surface installation on any part of the Easement Area without the prior written approval of GRANTOR, which approval is separate from and in addition to any rights granted in this Pipeline Easement Agreement C. GRANTEE agrees to remove topsoil from the Easement Area separately from other materiel removed by GRANTEE in connection with its activities on the Easement Area, and to replace such topsoil on completion of any such activity. GRANTEE furter agrees to insure that the Easement Ares shall be left free of any large stones, holes, or piles of din which would interfere with farming, ranching and/or other operations thereon. All stones, brush and debris uncovered on, removed froth or deposited on GRANTOR'S lands as the result of activities permitted hereunder shall be disposed of at GRANTOR'S direction. Except as otherwise provided herein, all areas disturbed as the result of activities permitted hereunder, within three months of installing pipe into the Easement shall be reclaimed to original condition or as near thereto as practicable, which shall include reseeding with seed mixes approved by GRANTOR or GRANTOR's agricultural lessee(s). Grantee shall continue to reseed and cuhivate until successfully reestablishing self sustaining vegetation. Reseeded areas shall be properly mulched except in pastures and hay fields. GRANTEE shall spray alt areas affected by construction to control noxious weeds for a period of no less than three growing seasons following the installation ofpipc. D. GRANTEE agrees to replace or rebuild, to the satisfaction of GRANTOR, any and all parts of any road or any drainage or irrigation system or other improvement that may be damaged in connection with GRANTEE'S activities conducted pursuant to this Agreement. Upon completion of any pipeline construction, replacement, substitution, relocation, or removal activities permitted hereunder, GRANTEE shall grade alt permanent roads on GRANTOR'S lands which were used in connection with said activities. E. GRANTEE shall have the right to cross fences on the adjoining property of GRANTOR whenever such crossing shall be reasonably necessary in conducting activities permitted under this Agreement. GRANTEE shall maintain a proper enclosure at all times and shall restore such fences to a condition equal to or tetra than their condition prior to such crossing as promptly ae possible peovided, however, that GRANTEE shall not be responsible for a lack of proper enclosure or for restoration of fencing if caused by someone other than GRANTEE, its employees, egenls, contractors, subcontractors, or invitees. F. GRANTOR reserves the right to fence the whole or any pan of the boundaries of the right-of-way, and the right to build fences crossing such easement. 2 Exhibit "A" G. GRANTEE shall bury its pipeline and subsurface facilities to provide a minimum of thirty-six (36) inches between the top of the pipeline and facilities and the ground level except in those areas where rock is encountered that would otherwise require blasting, in which case, the facilities shall be buried a minimum of eighteen (18) inches below the surface. H. Except as otherwise provided herein, GRANTEE shall properly backfill and compact disturbed ground, excavated pipeline trenches, and other excavations in connection with its activities on the Easement Area. Compaction of disturbed areas in hay fields and pastures shall be accomplished using hydro -compaction methods followed by replacement of topsoit, free of stones and other debris. Immediately upon completion of any activity performed under this Agreement, GRANTEE shall repair damage to open irrigation and drainage ditches by using proper mechanical ditch channel compaction methods and by reestablishing pre -disturbance grades and flowllnes. Alt culverts and buried irrigation system pipelines damaged by the activities permitted hereunder shall be replaced by GRANTEE immediately upon completion of the activity. 1. GRANTEE shall have the ongoing responsibility of assuring that irrigation systems damaged by the activities permitted hereunder are restored to their proper operating condition and that areas of settling and slumping in GRANTOR's fields and pastures, caused by the activities permitted hereunder, are permanently restored to field grade. 3. Except as otherwise provided heroin, GRANTEE shall maintain current as -built drawings for the pipeline and all of its surface and subsurface facilities located within the Easement Area and shall provide GRANTOR with copies of such drawings each time they are updated. K. GRANTEE shall take all necessary precautions, in conducting its activities under this Agreement, to prevent brush and grass fires. L. GRANTEE shall determine if any activities require any permits or approvals from any agencies, organizations, groups, governmental committees or other entities having jurisdiction over such activities and shall be solely responsible for obtaining such approvals or permits. M. GRANTEE shall participate in conducting a vegetative cover and sage grouse habitat study, approved by a Chevron Health, Environment &Safety representative, in Section 29, T5S, R96W 6 P.M. Said study shall be initiated, to the satisfaction of GRANTOR, before pipeline construction in said Section 29 proceeds. The study shall include a mutually agreeable time frame covering the period before, during and after pipeline construction activities in said section, A mitigation plan for said Section 29 shall be developed by GRANTOR, based on the results of said study and other information, and implemented at the sole cost of GRANTEE. N. A segment of the proposed pipeline corridor an GRANTOR surface, approximately between and including lines L142 and L15I, will parallel a steep two -track road and adjacent gulley heading north into the Bear Run drainage in the NW/4, Section 29, T5S, R96W 66' P.M. The pipeline corridor and pipelines located therein shall not encroach on or be placed in said gulley. Following construction of pipelines in said segment, GRANTEE shall place and maintain obstacles across the two -track road so it can no Longer be used. O. GRANTEE shall comply with all federal, state and local laws and regulations governing the discharge of construction and other material into drainages- GRANTEE shall be responsible for the adequacy of its pipeline designs and construction, including. but not limited to, design and construction of drainage crossings. P. GRANTEE shalt control fugitive dust during construction of the pipeline on GRANTOR surface. Q. GRANTEE shall ensure all pipeline corridor cut and fill areas and other disturbed areas on GRANTOR surface are recontoured to generally conform with the surrounding terrain. h Exhibit "A° R Pipeline construction activities on GRANTOR surface shall be coordinated with GRANTOR's surface lessees to minimize conflicts for both GRANTEE and the lessees. 3. TERM OF AGREEMENT. Unless terminated or canceled prior thereto in the manner provided for herein, the tern of this Agreement shall be a period of one (I) year from the effective date hereof, and shall continue so long as GRANTEE continues to use and maintain the pipeline and associated facilities in the Easement Area without interruption for more than one hundred eighty (180) consecutive days, at which time GRANTOR will have the option of terminating this Agreement as provided in Paragraph 9B. 4. PAYMENTS. GRANTEE shall pay to GRANTOR a payment in the amount of dolls.. (3 ) upon execution of this agreement. An annual payment, as hereinafter desen bed. shall be made by GRANTEE to GRANTOR on or before each anniversary date of this Agreement, at the address first set forth below in this Section 4. The first of such annual payments shall be in the amount of dollars (S, 1). Said annual payment shall thereafter increase by percent ( ) each year. No payment shall be deemed made by GRANTEE under this Agreement until the correct amount due is actually received by GRANTOR. All payments to GRANTOR hereunder shall be trade by GRANTEE's check, mailed postage prepaid, to GRANTOR at Chevron Shale Oil Company, P.O. Box 840659, Dallas, TX 75284-0659, which shall continue as the depository for payments hereunder regardless of changes in ownership of the Easement Area, until such time as Grantee is notified, in wilting, of a change of corporate name, identity andlor address of GRANTOR. Said payment shall reference this Agreement's QLS as found at the top of page one of this Agreement. 5. USE OF EASEMENT AREA. A. Alt activities permitted under this Agreement shall be performed and conducted in a careful, safe, and workmanlike manner, and in such manner as will not interfere with GRANTOR's and GRANTOR's lessees', licensees', and permitees' exploration, mining. oil shale, oil and gas, farming, ranching, land development and/or other operations on other lands in the vicinity of the Easement Area. Prior to exercising any rights granted hereunder, GRANTEE shall give notice of GRANTEE's planned construction activities to all persons holding any rights, Licenses, permits, easements or leases to use the surface of the Easemerd Area and lands used for access thereto. B. AS activities permitted pursuant to this Agreement shall be performed by or under the direction of GRANTEE, and GRANTEE shall not permit, unless otherwise authorized by GRANTOR, public easements, public facilities, or public roads over or under the Easement Area. C. GRANTEE. shall keep the pipeline and associated facilities in a good and safe condition and, atter doing any work which disturbs the surface of the Easement Area, GRANTEE shall restore the surface of the Easement Area to as good a condition as existed prior to such work. D. Notwithstanding that GRANTEE may have obtained ORANTOR's approval under this Agreement to make various uses of the Easement Area, GRANTEE's operations shall be subordinate to GRANTOR's right to conduct shale oil operations on the Easement Area at any time in the future. If GRANTOR determines in its reasonable discretion that GRANTEE's operations will interfere with GRANTOR'S shale oil operations, GRANTEE agrees to change, cease or relocate its operations in order to eliminate the interference. Costs incurred prior to January 1, 2018 in connection with the relocation of GRANTEE's pipeline, valve terminals, gathering systems and other related facilities in order to eliminate interference shall be borne by GRANTOR. Etfective January 1, 2018 and thereafter, GRANTEE agrees to change, cease or relocate its operations at its sole risk and cost, in order to eliminate any interference and GRANTOR shall have no obligation to compensate GRANTEE for lost production or for the costs and expenses of relocating or ceasing operations resulting from such elimination of interference. 4 Exhibit t"Atl b. INDEMNIFICATION. GRANTEE AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD GRANTOR AND ALL OF GRANTOR'S AFFILIATED AND PARENT AND SUBSIDIARY COMPANIES, JOINT VENTURERS AND PARTNERS, AND ALL 01? THE AFORESAID ENTITIES' OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, INVITEES AND INSURERS ("INDEMNITEES") HARMLESS, FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, INJURY, COSTS (INCLUDING ATTORNEY FEES), EXPENSES, FINES, CLAIMS, DEMANDS AND CAUSES OF ACTION ARISING OUT OF, OR IN ANY WAY CONNECTED WITH GRANTEE'S ACTIVITIES OR OPERATIONS UNDER THIS AGREEMENT, FOR INJURY TO OR ILLNESS OR DEATH OF ANY PERSON (INCLUDING BUT NOT LIMITED TO AN INDEMNITEE OR AN EMPLOYEE OR AGENT OF GRANTEE OR GRANTEE'S CONTRACTORS OR SUBCONTRACTORS OR ANY THIRD PARTY) OR FOR LOSS OF OR DAMAGE TO PROPERTY (INCLUDING BUT NOT LiMTTED TO PROPERTY OF INDEMNITEES, GRANTEE, GRANTEE'S CONTRACTORS OR SUBCONTRACTORS OR ANY THIRD PARTY) OR FOR VIOLATION OF ANY FEDERAL, STATE OR LOCAL LAWS, RULES, REGULATIONS, AND ORDERS INCLUDING BUT NOT LIMITED TO CERCLA AND RCRA. SUCH INDEMNITY SHALL APPLY .EVEN IN THE EVENT 01? AN INDEMNCTEE'S OWN NEGLIGENCE. WHETHER SUCH NEGLIGENCE IS SOLE. COMPARATIVE. CONTRIBUTORY. CONCURRENT. ACTIVE. OR PASSIVE, AND REGARDLESS OF WHETHER LIABILITY WITHOUT FAULT 18 IMPOSED OR SOUGHT TO BE IMPOSED ON ONE OR MORE OF THE INDEMNITEES. THIS INDEMNITY SHALL NOT APPLY TO THE EXTENT THAT IT IS VOID OR OTHERWISE UNENFORCEABLE UNDER APPLICABLE LAW. 7. GRANTEE INSURANCE REQUIREMENT. Without in any way limiting GRANTEE'S liability under this Agreement, GRANTEE shall maintain, during the teen of this Agreement, the following insurance with companies and on terms satisfactory to GRANTOR: A. Workers Compensation and Employers' Liability Insurance as prescribed by applicable law. The limit of liability for Employers' Liability Insurance shall not be fess than 51,000,000 per oocumence. B. Comprehensive or Commercial General Liability Insurance (Bodily Injury and Property Damage), including the following supplementary coverages: Contractual Liability to cover liability assumed by GRANTEE under this Agreement; Product and Completed Operations Liability Insurance; Broad Form Property Damage Liability Insurance; and coverage for b-xplosion, Collapse and Underground Hazards. The limit of liability for such insurance shall not be less than 51,000,000 per occurrence. C. Automobile Bodily Injury and Property Damage Liability Insurance. Such insurance shall extend to owned, non -owned and hired automobiles used in the performance of this Agreement. The limits of liability of such insurance shall not be Less then 51,000,000 per person/ 51,000,000 per occurrence for bodily injury and 51,000,000 per occurrence for property damage. The insurance specified in this Section Seven shall contain a waiver of subrogation against GRANTOR, and shall name GRANTOR as an additional insured with respect to the activities performed pursuant to this Agreement. In addition, said insurance shall include a requirement that the insurer provide GRANTOR with 30 -days' written notice prior to the effective date of any cancellation or material change of the insurance. PRIOR TO HAVING ANY RIGHT TO ACCESS THE LANDS SUBJECT HERETO OR EXERCISING ANY OF THE RIGHTS GRANTED IN THIS AGREEMENT, GRANTEE MUST FURNISH GRANTOR WITH COPIES OF THE INSURANCE POLICIES OR CERTIFICATES OF SAID INSURANCE PROVIDING THE COVERAGES AND ENDORSEMENTS REQUIRED HEREIN. Ail insurance policies or certificates of Insurance provided to GRANTOR shall be In a form acceptable to GRANTOR, shall reference this Agreement's QLS number as found at the s Exhibit "A" lop of page one of this Agreement mod shall be provided to GRANTOR prior to GRANTEE exercising any of the rights granted herein. g. TAXES, LIENS AND ENCUMBRANCES. GRANTEE agrees to pay promptly and before delinquency all taxes and assessments levied or assessed upon or against the Easement Area during the term hereof, by reason of, or resulting from GRANTEE'S activities under this Agreement in relation to the pipeline and associated facilities, and to reimburse GRANTOR for any increase in taxes paid by GRANTOR resulting from the value of such pipeline and associated facilities, whether or not separately assessed. GRANTEE shall pay all taxes levied or assessed upon or against GRANTEE'S pipeline and associated facilities and operations on the Easement Area. 9. TERMINATION. A. In the event of any default by GRANTEE in its obligations hereunder, GRANTOR may deliver to GRANTEE written notice specifying the default. if the default remains uncorrected for a period of thirty (30) days after delivery of the notice, this Agreement may then be terminated in writing by GRANTOR subject to the provisions herein concerning site reclamation and facility removal and subject to liabilities accrued prior to termination. GRANTOR'S right to terminate this Agreement when GRANTEE has not corrected a default within thirty (30) days, shall be a continuing right of GRANTOR for the life of this Agreement. If this Agreement is terminated under this provision, said termination shall be effective the date the notice of seroe is placed in the mail addressed to GRANTEE. 13. If, at any time after GRANTEE begins construction of the pipeline, GRANTEE fails to use the Easement Area or any linear part thereof for the purposes provided hereunder for more than one hundred eighty (180) consecutive days, GRANTOR may terminate this Agreement as to those parts of the Easement Area no longer used as above, by written notice to GRANTEE, subject to the provisions herein concerning site reclamation and facility removal and subject to liabilities accrued prior to termination. At such time as GRANTEE has reached the one hundred and eighty (180) day threshold, GRANTEE must deliver notice of the nonuse to GRANTOR within ane (I) month of said threshold date. If GRANTEE fails to deliver said notice of nonuse to GRANTOR within the specified we (1) month time period, then this Agreement shall automatically terminate. C. Upon any termination of this Agreement as to all or any linear part of the Easement Area, and unless otherwise approved by GRANTOR, GRANTEE shall dig up and remove its pipeline and associated facilities. GRANTEE shall have a period of six (6) months from and after the effective date of termination in which to remove the pipeline and all of its associated facilities from the Easement Area or from the part thereof as to which the termination applies. Upon such removal, GRANTEE shall place the Easement Area in a neat, safe and orderly condition. D. Upon termination of the rights herein given, GRANTEE shall execute and deliver to GRANTOR, within thirty (30) days after written demand therefore, a good and sufficient quit claim deed to all interest of GRANTEE in the Easement Area so terminated. Should GRANTEE fail or refuse to deliver to GRANTOR such quit claim deed, or if GRANTOR after a good faith effort to locate GRANTEE is unable to locate GRANTEE, then a written notice by GRANTOR, duly recorded, reciting the failure or refusal of GRANTEE to execute and deliver said quit claim deed, or inability to locate GRANTEE, as herein provided, shall after ten (10) days from the date of recordation of said notice, be conclusive evidence against GRANTEE and all persons claiming under GRANTEE of the termination of this Agreement or portion thereof and all interest of GRANTEE hereunder as to that portion, subject to GRANTEE's obligation to remove its property within six (6) months of such termination. E. Termination shall not operate to extinguish any obligations of GRANTEE which have accrued at the time of termination, or which accrue hereunder upon termination. 10. TRANSFER OF INTEREST. The rights granted to GRANTEE under this Agreement shall not be assigned or otherwise transferred without the prior written consent of 6 Exhibit "A" GRANTOR. Subject to the foregoing, all of the terms, covenants, and conditions of this Agreement shall be binding upon the successors and assigns of the parties_ 11. WAIVER CLAUSE. The failure of either party to enforce, at any time, any of the provisions of this Agreement, or to exercise any option which is herein provided. or to require at any time, performance by the other party of any of the provisions hereof, shall in no way be construed to be a waiver of such provision, nor in any way affect the validity of this Agreement or any part thereof, or the right of a party to thereafter enforce each and every such provision. 12. APPLICABLE LAW. This Agreement and the exhibits hereto shall be governed as to validity, enforcement, construction, effect, and in all other respects, by the law of the State of Colorado, and its courts shall have jurisdiction to enforce this Agreement. 13. ATTORNEYS' FEES. In the event of a default by either party in the performance of its duties, the court with the proper jurisdiction to resolve the dispute shall award reasonable attorney fees and costs to the successful party or in such other manner as the court deems appropriate. 14. NOTICES. Any notices required or permined under this Agreement shall be given in writing. The notice shall be served either personally or by registered or certified mail with return receipt requested. Service shall be effective when received. All notices hereunder shall be directed to the addresses set forth below or such substitute address or addresses as provided to the panties at least thirty (30) days in advance of any notice. Present addresses to which notices shall be sent in accordance with the provisions of this section are: GRANTOR: Chevron Shale Oil Company Attn: Manager, Shale Oil Development 11111 S. Wilcrest Dr. Houston, TX 77099 GRANTEE: Marathon Oil Company Attn: Land Manager, Piceance Basin 5555 San Felipe Road Houston, TX 77056 1S. CONFLICT OF INTEREST. No director, employee, or agent of either party will give to or receive from any director, employee, or agent of the other party any commission, fee, rebate, gift, or entertainment of significant cost or value in connection with this Agreement. During the term of this Agreement and for 2 years, thereafter, any mutually agreeable representatives authorized by either party may audit the applicable records of the other party solely for the purpose of determining whether there has been compliance with this paragraph. The provisions of this paragraph will survive termination of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. Chevron U.S A. Inc. By: C... FO Name: ( Q. its: Attorney -in -Fact r Marathon Oil Company Exhibit `fA" STA'L'E Os- TEXAS COUNTY OF HARRIS The foregoing i Inrmenl was acknowledged before me this � C S day of Ouonc. 2006 by 1sf� , as Attomey-in-Fact for Chevron U.S.A. Inc, My Commission Expires: 9 .iv Notary Public /' W Q •Q1( STATE OF TEXAS ) COUNTY OF HARRIS ELAINE J. GRADER Fiotary Pubficl Stole of Texas .* My Coinmisoion Esp W° It,;> SoplmrEber 30, 200' The foregoing instrument was acknowledged before me (his day of October, 2006 by Is'nLifl�_-_ as Aj-Eo,,"`�,,,_, L Com- ofMhrnlhon00 Company. " My Commission Expires: C` Notary Public �r Irsx. �n 1 W iiEOORAH U. i0 HLMAN Nowy Putic. State of Tssaa My Commission Expires Jpnuary 17, 2030 --1— f —r I 1..,., I i / I —� L ----}__-_L___.,+ SOUTH END !- PROPOSED NATURAL 7-"'i I GAS PIPELINE I 1 I IAT: 39.59705P -}• LANG: 106.207900 - - _ 1656 _t 1655 1 ±9652 er GA$ PPELDME�Ix o265e Of PROPOSED Ai ASIAN,`''-. A Bi§ .22'51 14501019e. G PA6c5/E� �� �r ]66 ��' 11 - ` !77 Of PROPOSED II(J g,....,...A., 595 G 5 vivEUUE 2 1 1.70 *70 2201750 r`- 44.5 .2725' Cc PR±P0652 6'• La 6070±51. 0A5 515526E 1.7X1 } I I NORTH END - PROPOSED NATURAL J GAS PIPELINE r 62, LAT: 35.605413 / Ls2. L0NG: 106.494933 023 / } 32141 DI PROn0660 � 1963 ,2'. NATURAL GAS PPEL155� 33131' 00 PREP G\ i 1 6'1 NATURAL psi � ..Kee' a oPosE2H F —1V.4,- LL PIv U LGA 5 EUE 65] 66 - L 7707 / .' ^� •, yrL� d66 , ±605 I..� Add 1 1 ss ; t55 1l T 2 2 yF�6P¢g&jy�L, ,..LLS5LLLLLLzz55gg22tt6306���L6- �Lb]: "T ✓ 12 \� s\ Sy511.15 y. , 4 LATHAM /7 L6 71 APPROGIMATE UNaTAf0.1905.5136'0.1905.5136'1 1 ` LAT 39.589617 3 LONG '06202072 211- 1 T/`' r jY_ I 41' T i'4 5P1.2L ± MANAGE 0900 901 5 1: J] 591282 LONG 109195922 V DRAINAGE CR055:11G LAI 79.550500 / 1.0116 50E193136 / Y2EfJ r•<Lr� r BERN wROx19±15 0807606E 6RO595-LoRs la ..41 3985606639 I[ 1r Il 1 1 1 r , J d , 3z 1{ eu J -- — — A1900041410 'f• • / MANAGE [ROSShG / LA0- 39 56B5C1 c - I / CREV Rid./ OXY USA 2 1 .1 ,1 t_/ 4// •JI PRATHER( I 1 , 1 AGPRO%'MATE r "- ��-_ORlll,-JS S�OSSINO r \� 10110 106176043 - 854 I 005.,,, 1� Point B LM v { t---o+-�_-_fi- I PRATHER IArPRDAINATeI I ..9'.... -H '— mC-- I CRN440.5 CR059RL Lo , .AT 14 SE16d I SE ♦/ / 69 1 Lcvc oe,163.D L / °6 j � .. _i .1-�� '� PERRY IET AL 1 1 I I - / k /I - d— iF T I _ 1 _./ ' 2 / ( I I ,15 I rr I 4 ;11ERRYET AL 046, \ AVP6D0+05 c� ORA7 3 530224 LA0 15517221 LORG 10.41 755LO 6 X47'9' cr PROPOSED 6'• NAIJRAL LAS PIPELINE I I �' gpr,0 51149 I I I I .CH VRDN a I .5260 00 PROPOSED 60066AL GAS 0,01.18E - 0214 - 1213 23 Lep8 20 f IS11 w S � 1� `LP PRATVER/K4$H LER/Sr ''iswom.mt IAS. 1 0.8.180049 58855165 LAT. 39 523953 LONG Oa 166866 SOUTH END PROPOSED 511 GAS PIPELINE IAT: 39.5264. LANG: 108.15 7[026' OF P91 IU0AL 6A !7:i3 yn7122 1.1,3 .3947' CG PROP0SED 5'• NATURAL GAS 110126E VIC 665 00 PROPOSED 6'• NATURAL GAS PIPELINE i \'' +,tiI . �II' , LAT: 39597059 s¢a f L656 '` h LONG: 108.207800 _.-- __' 'L657 4 ����; P .1 SOUTH IND °POSED N_ATLRAL GAS PIPE ANE L71-2 L701 ,- -5 -±2726' OF PRO \ ATJ <AL GAS • •�if ,72 SOSD 6"! P=LI' F 61 8' ry A TJ A L642 L641 L60 L639 L6381 L63 650 'JL5 7 , L6. L629 L628 L6 2F {' AF DEAN LAT J LONG 12586' 04- 09000005 ,T3 O NATURAL GAS PIPE910 b:1; 1TR. r. / SP it }9OF PROPOSED A 1 9 1111941. GAS PIPELNE r755 i,+gam + 1704 I .L702 SOUTH END PROPOSED NATURAL GAS PIPELINE LAT: 30-597059 LONG: 108.207800 L656 L555 32129' OF 05500925 6.4 4.6 NA1LRAI 005 PIPE INE L701 V. 1913 1913 1950 993E 1]00 92141' 0E PROPOSED 12 P HAWN_ GAS PIPELINE as 22 NORTH END PROPOSED NATURAL GAS PIPELINE „OAT. 39.005413 Lfiz LONG: 108.194933 623 sprf 13435L963 F PROP 6.4 NATURALO- 657 L6 g 00. 35 Af, 31 .s5 L1 8 APPt0XIMAIE DRAINAGE CROSSING LAT 39.591292 LONG 106195922 620 APPROXIMATE DRAINAGE GROSSING LA1 39.599817 1 , 050G 109.202072 21 APPROXIMATE DRAINAGE 04055 -NG 1 1 39 580638 L O.1G. 108 118225 S4 J 5991119'4 APPROXIMATE DRAINAGE 041055146 IAT. 39.520680 1 LONG 108.193136 /' / / HERR ' AL �— • d IL, APAIE A.31/4, %1 DRAINAGE050 00GROSSING'.. / LAT. 39.566503 LONG. 108180539 %f �/ J y L.gnt • 7.7 LATHAM / 115 4 I L ied PRIlITHRA DRAINAGE CROSSING LA10 LONG0 98.!711.1 703525 9 1 f1.1kTHA ms'-' i 1 1 / 1 1 1 y 014.P1259 r PRATHER } 4 APPROXIMATE DRAINAGE CR0551NG LAT. 390_1723 `` LONG 106,76043 Y'ET AL a Dinh r` L �' , RRY�ET AL f I f t" 1 a , - -----L_r CHEVRON .490709-- , APPROpUATE 1 9RAINAGE 2005092.____ L.T. 39 530224 r LONG 10047+5572 / 0 / 13457 OF PRCPOSE8.0 N AWPM_ GA5 IPELIN0 GJ. --F'1?i' f• a / LS13 = f � t 14 $ rti 35258' OF PROPOSED 8'4 NATURAL GAS 9100EINE -14.2�1p31p 1311 2208 .• 7 �I1/����L 50 PE GA LA LO PRATVE12/KO�HLER/S!``,PacoXN s 18.'-. DF `MAGI 5503953 / 395 { LONG 9880 06. 68868 ,18 L419 1413 L42033941 AL E6"e 14214 NATURAL 505 GA5 PIPELINE INE 141.-44 4.6 .)414 P.O. BOX 820 Exhibit "B" WILLIAM H. SMITH & ASSOCIATES P.C. SURVEYING CONSULTANTS GREEN RIVER, WYOMING 82935 T s S R 97 W PLAT FOR PROPOSED SECTION 12 PLAN OF DEVELOPMENT MAP Scale: 1"= 1000' -74--•1.—._ 0 MEAS. N 88'05'19* W 2624.1 REC. N 89'48' W 39.90 CH. 550 EAST 2N0 NORTH PH. 307-875-3638 FAX. 307-575-3640 0 JOB NO. 26099 11/01/07/CED SEC 12 PL4T.dwg UNE 8 LINE 1 0 LINE LINE 12 UNE 13 LEGEND is FOUND GLO SURVEY MARKER O MONUMENT NOT FOUND OR EXISTING ROAD PROPOSED GAS UNE PROPOSED WATER UNE EXISTING R -0-W ADDITIONAL 30' R -0-W PROPOSED PIPELINE "T' 39.92 CH. LINE TABLE FOR ADDITIONAL 30' RIGHT OF WAY LINE BEARING DIST UNE 1 S 05'5.3'38" W 183.7 LINE 2 S 18'03'28" W 3a 7 LINE 3 S 32'42'45" W 291.0 LINE 4 S 36'02'00" W 129.4 LINE 5 S 39'30'17" W 70.9 LINE 6 S 2622'05" E 304.5 LINE 7 S 02'48'27" W 187.9 LINE 8 5 23'40'28" E 136.1 LINE 9 S 28'17'57" E 73.5 LINE 10 S 39'50'14" E 64.9 LINE 11 S 44'38'06" E 218.2 LINE 12 5 38'07'31" E 291.0 LINE 13 S 65'54'14" E 155.4 M Marathon MARATHON is Oil Company October 23, 2007 Chevron Shale Oil Company Mid -Continent Business Unit 11111 S. Wilerest Houston, TX 77099 Attn: Kevin Goldstein Jon D. Wilcox Land Manager U.S. Land U.S. Production 5555 San Felipe Houston, TX 77056-2725 Re: Pipeline Easement Agreement dated October 23, 2006 Garfield County, Colorado Gentlemen: Reference is made to that certain Pipeline Easement Agreement ("Agreement") dated October 23, 2006 by and between Chevron Shale Oil Company, a division of Chevron U.S.A. Inc. ("CSOC") and Marathon Oil Company ("MOC") which is attached hereto as Exhibit "A". Paragraph 10, "Transfer of Interest", states: "The rights granted to GRANTEE under this Agreement shall not be assigned or otherwise transferred without the prior written consent of GRANTOR." MOC has entered into a Services Agreement ("SA") dated as of September 11, 2007, with Enterprise Gas Processing, LLC ("Enterprise"), wherein Enterprise has agreed to gather MOC's gas in the Piceance Basin from its wells in Garfield County, Colorado. MOC hereby requests CSOC's consent to a partial non-exclusive assignment of MOC's rights and obligations in the Agreement to Enterprise insofar as it relates to Enterprise's ability to survey, lay, construct, operate, inspect, maintain, repair, replace and remove pipe Iines within lands covered by the Agreement for the gathering system. MOC expressly retains and does not relinquish its rights under the Agreement to own and construct lines within the same lands. The requested partial assignment by MOC to Enterprise will be expressly conditioned upon Enterprise agreeing in writing to be bound by all the terms and conditions of the Agreement as they apply to Enterprise's pipeline and activities. A copy, of the partial assignment and assumption of the terms of the Agreement will be provided to CSOC upon receiving your consent. If the foregoing is acceptable to CSOC, please indicate your consent to this partial assignment as described above by signing in the space provided below and returning one (1) original of this letter to the attention of Peggy Gilbert. Chevron Shale Oil Company October 23, 2007 Page 2 Your prompt attention is very much appreciated, as upcoming weather conditions and operational necessities require construction to commence immediately. Any questions may be directed to Peggy Gilbert at 713-296-3333. Very truly yours, Jon D. Wilcox Land Manager pag PR PROYFD • AS T4 FORM 4v5i THE ABOVE PARTIAL ASSIGNMENT TO ENTERPRISE GAS PROCESSING, LLC IS AGREED TO AND ACCEPTED THIS 3 / DAY OF OCTOBER, 2007. CHEVRON SHALE OIL COMPANY, A DIVISION OF CHEVERON U.S.A. INC. By: (. ,c - Name & Title: (. r` s 4 tr !/ D t - %,k ---A. of 2 QLS B?f.S3/ PIPELINE EASEMENT AGREEMENT STATE OF COLORADO ) COUNTY OF GARFIELD ) THIS PIPELINE EASEMENT AGREEMENT, made this day of October, 2006, between Chevron Shale Oil Company, a division of Chevron U.S.A. Inc, a Pennsylvania corporation, with offices at 11111 S. Wilcrest Dr., Houston, Texas 77099, hereinafter referred to as "GRANTOR" and Marathon Oil Company, an Ohio corporation, with offices at 5555 San Felipe Road, Houston, TX 77056, hereinafter referred to as "GRANTEE." WITNESS ETH: WHEREAS, GRANTOR is the owner of certain real property in Garfield County, State of Colorado; and WHEREAS, GRANTOR desires to grant and GRANTEE desires to acquire certain rights in a portion of said real property; NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. GRANT OF EASEMENT. GRANTOR Fiereby grants to GRANTEE, subject to the terms and conditions hereof, the following easement: A. A non-exclusive pipeline right-of-way in certain parcels situated in Sections 1, 12, and 13, T6S-R97W, and Sections 19, 20, 29, and 33, T5S, R96W, of the 6th P.M., Garfield County, Colorado and is more particularly described in Exhibit "A", which is attached to this Agreement. This right-of-way is one hundred feet (100') in width, the centerline of said right- of-way being situated directly over the proposed pipeline right-of-way as further detailed in Exhibit "A", for the sole purpose of surveying, laying, constructing, operating, inspecting, maintaining, repairing, replacing, and removing multiple pipelines (with above -ground valves, drips, meters, fittings, appliances, and related facilitie$), for the transportation of natural gas and associated liquids and gases, and water, hereinafter referred to as "the pipeline", over and through the land described in Exhibit "A" hereof, hereinafter referred to as the "Easement Area," in the County of Garfield, State of Colorado. The rights granted herein do not include the right to explore for or produce oil, gas or other minerals, and do not include agricultural, farming, ranching or hunting rights. This Grant of Easement is strictly limited to the acreage as described in Exhibit "A" and if GRANTEE disturbs any of Grantot's Lands which are not a part of this agreement, GRANTEE shall pay damages to Grantor for the disturbance and shall immediately restore said lands to their original condition. If any pipelines or related equipment are installed in, on, or under any acreage other than that specifically set forth on Exhibit "A," then upon Grantor's written request, Grantee shall immediately remove that portion of pipeline and/or equipment, re-route and/or relocate the pipeline and/or equipment, and shall restore the disturbed acreage (both the portion disturbed which is located outside of that specified on Exhibit."A," and that portion disturbed located within Exhibit "A") to the its original condition. B. GRANTEE shall have the right of ingress and egress in, on, over, across and through the Easement Area for any and all purposes necessary to the exercise by GRANTEE of the rights and right-of-ways granted herein. C. GRANTOR reserves the right for itself or its assignees to explore for, mine, and remove oil shale, oil and gas, ores and other minerals in, on or under the Easement Area. D. This Agreement is made subject to all existing easements, rights-of-way, licenses, leases and other agreements affecting the surface or subsurface of the Easement Area and GRANTOR further reserves the right to grant other easements to third parties to cross over or under this easement and right -of ways. GRANTEE is responsible for obtaining any necessary third party consents prior to conducting. activities on the Easement Area pursuant to this Agreement. E. GRANTOR makes no warranties or representations conceming the title to the Easement Area. 2. COVENANT THAT OPERATION OF EASEMENT NOT INTERFERE WITH SERVIENT TENEMENT. A. GRANTEE agrees to maintain and operate the easement herein granted in such manner that the operation thereof will in•no way hinder or prevent the use and enjoyment of GRANTOR's adjoining property, including use thereof for exploration, mining, oil shale development, oil and gas development, farming, ranching and land development. B. Except for above -ground valves, meters, drips, fittings, appliances, and related facilities as provided for herein, GRANTEE shall have no right to locate any permanent surface installation on any part of the Easement Area without the prior written approval of GRANTOR, which approval is separate from and in addition to any rights granted in this Pipeline Easement Agreement. C. GRANTEE agrees to remove top -soil from the Easement Area separately from other material removed by GRANTEE in connection with its activities on the Easement Area, and to replace such topsoil on completion of any such activity. GRANTEE further agrees to insure that the Easement Area shall be left free of any large stones, holes, or piles of dirt which would interfere with farming, ranching and/or other operations thereon. All stones, brush and debris uncovered on, removed from or deposited on GRANTOR's lands as the result of activities permitted hereunder shall be disposed of at GRANTOR's direction. Except as otherwise provided herein, all areas disturbed as the result of activities permitted hereunder, within three months of installing pipe into the Easement shall be reclaimed to original condition or as near thereto as practicable, which shall include reseeding with seed mixes approved by GRANTOR or GRANTOR's agricultural lessee(s). Grantee shall continue to reseed and cultivate until successfully reestablishing self sustaining vegetation. Reseeded areas shall be properly mulched except in pastures and hay fields. GRANTEE shall spray all areas affected by construction to control noxious weeds for a period of no less than three growing seasons following the installation of pipe. D. GRANTEE agrees to replace or rebuild, to the satisfaction of GRANTOR, any and all parts of any road or any drainage or irrigation system or other improvement that may be damaged in connection with GRANTEE's activities conducted pursuant to this Agreement. Upon completion of any pipeline construction, replacement, substitution, relocation, or removat activities permitted hereunder, GRANTEE shall grade all permanent roads on GRANTOR's lands which were used in connection with said activities. E. GRANTEE shall have the right to cross fences on the adjoining property of GRANTOR whenever such crossing shall be reasonably necessary in conducting activities permitted under this Agreement. GRANTEE shall maintain a proper enclosure at all times and shall restore such fences to a condition equal to or better than their condition prior to such crossing as promptly as possible provided, however, that GRANTEE shall not be responsible for a lack of proper enclosure or for restoration of fencing if caused by someone other than GRANTEE, its employees, agents, contractors, subcontractors, or invitees. F. GRANTOR reserves the right to fence the whole or any part of the boundaries of the right-of-way, and the right to build fences crossing such easement. G. GRANTEE shall bury its pipeline and subsurface facilities to provide a minimum of thirty-six (36) inches between the top of the pipeline and facilities and the ground level except in those areas where rock is encountered that would otherwise require blasting, in which case, the facilities shall be buried a minimum of eighteen (18) inches below the surface. H. Except as otherwise provided herein, GRANTEE shall properly backfill and compact disturbed ground, excavated pipeline trenches, and other excavations in connection with its activities on the Easement Area. Compaction of disturbed areas in hay fields and pastures shall be accomplished using hydro -compaction methods followed by replacement of topsoil, free of stones and other debris. Immediately upon completion of any activity performed under this Agreement, GRANTEE shall repair damage to open irrigation and drainage ditches by using proper mechanical ditch channel compaction methods and by reestablishing pre -disturbance grades and flowlines. AH culverts and buried irrigation system pipelines damaged by the activities permitted hereunder shall be replaced by GRANTEE immediately upon completion of the activity. 1. GRANTEE shall have the ongoing responsibility of assuring that irrigation systems damaged by the activities permitted hereunder are restored to their proper operating condition and that areas of settling and slumping in GRANTOR's fields and pastures, caused by the activities permitted hereunder, are permanently restored to field grade. J. Except as otherwise provided herein, GRANTEE shall maintain current as -built drawings for the pipeline and all of its surface and subsurface facilities located within the Easement Area and shall provide GRANTOR with copies of such drawings each time they are updated. K. GRANTEE shall take all necessary precautions, in conducting its activities under this Agreement, to prevent brush and grass fires. L. GRANTEE shall determine if any activities require any permits or approvals from any agencies, organizations, groups, governmental committees or other entities having jurisdiction over such activities and shall be solely responsible for obtaining such approvals or permits. M. GRANTEE shall participate in conducting a vegetative cover and sage grouse habitat study, approved by a Chevron Health, Environment & Safety representative, in Section 29, T5S, R96W 6w P.M. Said study shall be initiated, to the satisfaction of GRANTOR, before pipeline construction in said Section 29 proceeds. The study shall include a mutually agreeable time frame covering the period before, during and after pipeline construction activities in said section. A mitigation plan for said Section 29 shall be developed by GRANTOR, based on the results of said study and other information, and implemented at the sole cost of GRANTEE. N. A segment of the proposed pipeline corridor on GRANTOR surface, approximately between and including lines L142 and L151, will parallel a steep two -track road and adjacent gulley heading north into the Bear Run drainage in the NW/4, Section 29, T5S, R96W 6'h P.M. The pipeline corridor and pipelines located therein shall not encroach on or be placed in said gulley. Following construction of pipelines in said segment, GRANTEE shall place and maintain obstacles across the two -track road so it can no longer be used. O. GRANTEE shall comply with all federal, state and local laws and regulations governing the discharge of construction and other material into drainages. GRANTEE shall be responsible for the adequacy of its pipeline designs and construction, including, but not limited to, design and construction of drainage crossings. P. GRANTEE shall control fugitive dust during construction of the pipeline on GRANTOR surface. Q. GRANTEE shall ensure all pipeline corridor cut and fill areas and other disturbed areas on GRANTOR surface are recontoured to generally conform with the surrounding terrain. 3 R. Pipeline construction activities on GRANTOR surface shall be coordinated with GRANTOR's surface lessees to minimize conflicts for both GRANTEE and the lessees. 3. TERM OF AGREEMENT. Unless terminated or canceled prior thereto in the manner provided for herein, the term of this Agreement shall be a period of one (1) year from the effective date hereof, and shall continue so long as GRANTEE continues to use and maintain the pipeline and associated facilities in the Easement Area without interruption for more than one hundred eighty (180) consecutive days, at which time GRANTOR will have the option of terminating this Agreement as provided in Paragraph 9B. 4. PAYMENTS. GRANTEE shall pay to GRANTOR a payment in the amount of dollars (,: ) upon execution of this agreement. An annual payment, as hereinafter described, shall be made by GRANTEE to GRANTOR on or before each anniversary date of this Agreement, at the address first set forth below in this Section 4. The first of such annual payments shall be in the amount of dollars ($. }. Said annual payment shall thereafter increase by ' percent (.. ) each year. No payment shall be deemed made by GRANTEE under this Agreement until the correct amount due is actually received by GRANTOR. All payments to GRANTOR hereunder shall be made by GRANTEE's check, mailed postage prepaid, to GRANTOR at Chevron Shale Oil Company, P.O. Box 840659, Dallas, TX 75284-0659, which shall continue as the depository for payments hereunder regardless of changes in ownership of the Easement Area, until such time as Grantee is notified, in writing, of a change of corporate name, identity and/or address of GRANTOR. Said payment shall reference this Agreement's QLS as found at the top of page one of this Agreement. 5. USE OF EASEMENT AREA. A. AH activities permitted under this Agreement shall be performed and conducted in a careful, safe, and workmanlike manner, and in such manner as will not interfere with GRANTOR's and GRANTOR's lessees', licensees', and permitees' exploration, mining, oil shale, oil and gas, farming, ranching, land development and/or other operations on other lands in the vicinity of the Easement Area. Prior to exercising any rights granted hereunder, GRANTEE shall give notice of GRANTEE's planned construction activities to alt persons holding any rights, licenses, permits, easements or leases to use the surface of the Easement Area and lands used for access thereto. B. All activities permitted pursuant to this Agreement shall be performed by or under the direction of GRANTEE, and GRANTEE shall not permit, unless otherwise authorized by GRANTOR, public easements, public facilities, or public roads over or under the Easement Area. C. GRANTEE shall keep the pipeline and associated facilities in a good and safe condition and, after doing any work which disturbs the surface of the Easement Area, GRANTEE shall restore the surface of the Easement Area to as good a condition as existed prior to such work. D. Notwithstanding that GRANTEE may have obtained GRANTOR's approval under this Agreement to make various uses of the Easement Area, GRANTEE's operations shall be subordinate to GRANTOR's right to conduct shale oil operations on the Easement Area at any time in the future. If GRANTOR determines in its reasonable discretion that GRANTEE's operations will interfere with GRANTOR's shale oil operations, GRANTEE agrees to change, cease or relocate its operations in order to eliminate the interference, Costs incurred prior to January 1, 2018 in connection with the relocation of GRANTEE's pipeline, valve terminals, gathering systems and other related facilities in order to eliminate interference shall be borne by GRANTOR. Effective January 1, 2018 and thereafter, GRANTEE agrees to change, cease or relocate its operations at its sole risk and cost, in order to eliminate any interference and GRANTOR shall have no obligation to compensate GRANTEE for lost production or for the costs and expenses of relocating or ceasing operations resulting from such elimination of interference. 4 6. INDEMNIFICATION. GRANTEE AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD GRANTOR AND ALL OF GRANTOR'S AFFILIATED AND PARENT AND SUBSIDIARY COMPANIES, JOINT VENTURERS AND PARTNERS, AND ALL OF THE AFORESAID ENTITIES' OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, INVITEES AND INSURERS ("INDEMNITEES") HARMLESS, FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, INJURY, COSTS (INCLUDING ATTORNEY FEES), EXPENSES, FINES, CLAIMS, DEMANDS AND CAUSES OF ACTION ARISING OUT OF, OR IN ANY WAY CONNECTED WITH GRANTEE'S ACTIVITIES OR OPERATIONS UNDER THIS AGREEMENT, FOR INJURY TO OR ILLNESS OR DEATH OF ANY PERSON (INCLUDING BUT NOT LIMITED TO AN INDEMNITEE OR AN EMPLOYEE OR AGENT OF GRANTEE OR GRANTEE'S CONTRACTORS OR SUBCONTRACTORS OR ANY THIRD PARTY) OR FOR LOSS OF OR DAMAGE TO PROPERTY (INCLUDING BUT NOT LIMITED TO PROPERTY OF INDEMNITEES, GRANTEE, GRANTEE'S CONTRACTORS OR SUBCONTRACTORS OR ANY THIRD PARTY) OR FOR VIOLATION OF ANY FEDERAL, STATE OR LOCAL LAWS, RULES, REGULATIONS, AND ORDERS INCLUDING BUT NOT LIMITED TO CERCLA AND RCRA. SUCH INDEMNITY SHALL APPLY EVEN IN THE EVENT OF AN INDEMNITEE'S OWN NEGLIGENCE, WHETHER SUCH NEGLIGENCE IS SOLE, COMPARATIVE, CONTRIBUTORY, CONCURRENT,_ACTIVE, OR PASSIVE. AND REGARDLESS OF WHETHER LIABILITY WITHOUT FAULT IS IMPOSED OR SOUGHT TO BE IMPOSED ON ONE OR MORE OF THE INDEMNITEES. THIS INDEMNITY SHALL NOT APPLY TO THE EXTENT THAT IT IS VOID OR OTHERWISE UNENFORCEABLE UNDER APPLICABLE LAW. 7. GRANTEE INSURANCE REQUIREMENT. Without in any way limiting GRANTEE'S liability under this Agreement, GRANTEE shall maintain, during the term of this Agreement, the following insurance with companies and on terms satisfactory to GRANTOR: A. Worker's Compensation and Employers' Liability Insurance as prescribed by applicable faw. The limit of liability for Employers' Liability Insurance shall not be less than $1,000,000 per occurrence. B. Comprehensive or Commercial General Liability Insurance (Bodily Injury and Property Damage), including the following supplementary coverages: Contractual Liability to cover liability assumed by GRANTEE under this Agreement; Product and Completed Operations Liability Insurance; Broad Form Property Damage Liability Insurance; and coverage for Explosion, Collapse and Underground Hazards. The limit of liability for such insurance shall not be less than $1,000,000 per occurrence. C. Automobile Bodily Injury and Property Damage Liability Insurance. Such insurance shall extend to owned, non -owned and hired automobiles used in the performance of this Agreement. The limits of liability of such insurance shall not be fess than $1,000,000 per person/ $I,000,000 per occurrence for bodily injury and $1,000,000 per occurrence for property damage. The insurance specified in this Section Seven shall contain a waiver of subrogation against GRANTOR, and shall name GRANTOR as an additional insured with respect to the activities performed pursuant to this Agreement. In addition, said insurance shall include a requirement that the insurer provide GRANTOR with 30 -days' written notice prior to the effective date of any cancellation or material change of the insurance. PRIOR TO HAVING ANY RIGHT TO ACCESS THE LANDS SUBJECT HERETO OR EXERCISING ANY OF THE RIGHTS GRANTED IN THIS AGREEMENT, GRANTEE MUST FURNISH GRANTOR WITH COPIES OF THE INSURANCE POLICIES OR CERTIFICATES OF SAID INSURANCE PROVIDING THE COVERAGES AND ENDORSEMENTS REQUIRED HEREIN. All insurance policies or certificates of insurance provided to GRANTOR shall be in a form acceptable to GRANTOR, shall reference this Agreement's QLS number as found at the 5 top of page one of this Agreement and shall be provided to GRANTOR prior to GRANTEE exercising any of the rights granted herein. 8. TAXES, LIENS AND ENCUMBRANCES. GRANTEE agrees to pay promptly and before delinquency all taxes and assessments levied or assessed upon or against the Easement Area during the term hereof, by reason of, or resulting from GRANTEE's activities under this Agreement in relation to the pipeline and associated facilities, and to reimburse GRANTOR for any increase in taxes paid by GRANTOR resulting from the value of such pipeline and associated facilities, whether or not separately assessed. GRANTEE shall pay all taxes levied or assessed upon or against GRANTEE's pipeline and associated facilities and operations on the Easement Area. 9. TERMINATION. A. In the event of any default by GRANTEE in its obligations hereunder, GRANTOR may deliver to GRANTEE written notice specifying the default. if the default remains uncorrected for a period of thirty (30) days after delivery of the notice, this Agreement may then be terminated in writing by GRANTOR subject to the provisions herein concerning site reclamation and facility removal and subject to liabilities accrued prior to ten-nination. GRANTOR'S right to terminate this Agreement when GRANTEE has not corrected a default within thirty (30) days, shall be a continuing right of GRANTOR for the life of this Agreement. If this Agreement is terminated under this provision, said termination shall be effective the date the notice of same is placed in the mail addressed to GRANTEE. B. If, at any time after GRANTEE begins construction of the pipeline, GRANTEE fails to use the Easement Area or any linear part thereof for the purposes provided hereunder for more than one hundred eighty (180) consecutive days, GRANTOR may terminate this Agreement as to those parts of the Easement Area no longer used as above, by written notice to GRANTEE, subject to the provisions herein concerning site reclamation and facility removal and subject to liabilities accrued prior to termination. At such time as GRANTEE has reached the one hundred and eighty (180) day threshold, GRANTEE must deliver notice of the nonuse to GRANTOR within one (1) month of said threshold date. If GRANTEE fails to deliver said notice of nonuse to GRANTOR within the specified one (1) month time period, then this Agreement shall automatically terminate. C. Upon any termination of this Agreement as to all or any linear part of the Easement Area, and unless otherwise approved by GRANTOR, GRANTEE shall dig up and remove its pipeline and associated facilities. GRANTEE shall have a period of six (6) months from and after the effective date of termination in which to remove the pipeline and all of its associated facilities from the Easement Area or from the part thereof as to which the termination applies. Upon such removal, GRANTEE shall place the Easement Area in a neat, safe and orderly condition. D. Upon termination of the rights herein given, GRANTEE shall execute and deliver to GRANTOR, within thirty (30) days after written demand therefore, a good and sufficient quit claim deed to all interest of GRANTEE in the Easement Area so terminated. Should GRANTEE fail or refuse to deliver to GRANTOR such quit claim deed, or if GRANTOR after a good faith effort to locate GRANTEE is unable to locate GRANTEE, then a written notice by GRANTOR, duly recorded, reciting the failure or refusal of GRANTEE to execute and deliver said quit claim deed, or inability to locate GRANTEE, as herein provided, shall after ten (10) days from the date of recordation of said notice, be conclusive evidence against GRANTEE and all persons claiming under GRANTEE of the termination of this Agreement or a portion thereof and all interest of GRANTEE hereunder as to that portion, subject to GRANTEE's obligation to remove its property within six (6) months of such termination. E. Termination shall not operate to extinguish any obligations of GRANTEE which have accrued at the time of termination, or which accrue hereunder upon termination. 10. TRANSFER OF INTEREST. The rights granted to GRANTEE under this Agreement shall not be assigned or otherwise transferred without the prior written consent of 6 GRANTOR. Subject to the foregoing, all of the terms, covenants, and conditions of this Agreement shall be binding upon the successors and assigns of the parties. 11. WAIVER CLAUSE. The failure of either party to enforce, at any time, any of the provisions of this Agreement, or to exercise any option which is herein provided, or to require at any time, performance by the other party of any of the provisions hereof, shall in no way be construed to be a waiver of such provision, nor in any way affect the validity of this Agreement or any part thereof, or the right of a party to thereafter enforce each and every such provision. 12. APPLICABLE LAW. This Agreement and the exhibits hereto shall be governed as to validity, enforcement, construction, effect, and in all other respects, by the law of the State of Colorado, and its courts shall have jurisdiction to enforce this Agreement. 13. ATTORNEYS' FEES. In the event of a default by either party in the performance of its duties, the court with the proper jurisdiction to resolve the dispute shall award reasonable attorney fees and costs to the successful party or in such other manner as the court deems appropriate_ 14. NOTICES. Any notices required or permitted under this Agreement shall be given in writing. The notice shall be served either personally or by registered or certified mail with retum receipt requested. Service shall be effective when received. All notices hereunder shall be directed to the addresses set forth below or such substitute address or addresses as provided to the parties at least thirty (30) days in advance of any notice. Present addresses to which notices shall be sent in accordance with the provisions of this section are: GRANTOR: Chevron Shale Oil Company Attn: Manager, Shale Oil Development 11111 S. Wilcrest Dr. Houston, TX 77099 GRANTEE: Marathon Oil Company Attn: Land Manager, Piceance Basin 5555 San Felipe Road Houston, TX 77056 15. CONFLICT OF INTEREST. No director, employee, or agent of either party will give to or receive from any director, employee, or agent of the other party any commission, fee, rebate, gift, or entertainment of significant cost or value in connection with this Agreement. During the term of this Agreement and for 2 years, thereafter, any mutually agreeable representatives authorized by either party may audit the applicable records of the other party solely for the purpose of determining whether there has been compliance with this paragraph. The provisions of this paragraph will survive termination of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. Chevron U.S.A. Inc. Marathon Oil Company By: (.• Name: r, A fr • #`t Its: Attorney -in -Fact 7 APPROVE) A(i r FORM STATE OF TEXAS ) COUNTY OF HARRIS ) The foregoing iry rufnent was acknowledged before me this fO ay otr,2006 by G • 1� 7;e. as Attorney -in -Fact for Chevron U.S.A. Inc. My Commission Expires: 9 4.19 Notary Public (�iiltiY STATE OF TEXAS ) COUNTY OF HARRIS ELAINE J. GRABER Notary Public, State of Texas My Commission Expires Sepiembet 30, 2008 The foregoing instrument was acknowledged before me this ,13 day of October, 2006 by Jots Lt.) \ I. as Mi.°rr1e jr-Ftic-j of Marathon Oil Company. My Commission Expires: Notary Public DEBORAH D. KUHLMAN Notary Public, State of Texse My Commission Expires January 17, 2010 ASSIGNMENT AGREEMENT This Assignment Agreement, (the "Assignment"), effective the 1st day of November, 2007 ("Effective Date"), is made by Marathon Oil Company, to Enterprise Gas Processing, LLC, a Delaware limited � liabilitan y ccompany om paninn ("Assignor") Assignor and Assignee may he referred to herein individually as "Party" or collectively as "Parties". RECITALS A. The Partics entered into a Services Agreement (the "Agreement"), effective as of the 11th day of September. 2007. covering Gas produced in the Piccancc Basin from Assignor's \yells primarily located in Garfield County, Colorado. 13. In order for Assignee to carryout certain terms and conditions of the Agreement it is necessary far Assignor to assign certain of its oil and gas agreements covering certain of its wells located primarily in Garfield County, Colorado. NOW -I 1IERI FORE, in consideration liir the mutual promises and covenants contained herein, and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby assigns, transfers, grants, and conveys unto Assignee, its successors and assigns, certain rights, title, interest and obligations held by Assignor in and to those contracts and agreements listed on Exhibit "A" attached hereto that are related to the installation and operation of natural gas pipelines and incorporated by reference herein (the "Assigned Agreements"). In consideration for the foregoing transfer, as of the Effective Date. Assignee hereby (i) accepts all such rights, titles and interests, (ii) assumes and agrees to he bound by all terms and conditions of the Assigned Agreements, (iii) agrees to assume all the obligations and liabilities of Assignor under the Assigned Agreements, and (iv) expressly adopts, ratifies and confirms the Assigned Agreements. This Assignment is made and accepted expressly subject to the following terms and conditions: 1. Unless otherwise provided herein, defined terns shall have the meaning as provided in the Agreement_ 2. THIS ASSIGNMENT IS MADE WITHOUT WARRANTY OF ANY KIND, EXPRESS, MIMED OR STATUTORY, EXCEPT THAT ASSIGNOR WARRANTS THAT IT 1IAS THE RIGHT TO ASSIGN THE ASSIGNEE) AGREEMENTS. 3. Nothing in this Assignment shall (i) entitle any party other than Assignor and Assignee to any claim, cause of action, remedy or right of any kind, or (ii) provide any benefit to any third party under any of the Assigned Agreements or under any other contracts or agreements, it being the intent of the Parties that this Assignment shall not be construed as a third party beneficiary contract. . this Assignment shall run for a term of Twenty (20) years or tar sa long thereafler as the Assigned Agreements are in effect. Assignor does however reserve the right of 1 re -assignment of the Assigned Agreements in the event (i) of a material breach by Assignee of this Assignment or any of the Assigned Agreements, and such breach remains uncured atter written notice thereof has been given to Assignee and Assignee thereafter fails to cure the preach within ninety (90) days of notice thereof (ii) at such time as Assignor is no longer producing Gas in the Piceance Basin from wells primarily located in Garfield County, Colorado, or (iii) at such time as the Agreement between the Parties is no longer in effect. 5. Assignee shall defend, indemnify and hold harmless Assignor and its successors, assigns, representatives, subsidiaries, directors, officers, employees, agents and affiliated entities from any and all damages, injuries, liabilities and causes of action of any kind whatsoever ("Claims") which may arise as a result of its actions hereunder or under the Assigned Agreements. 6, In the event of any breach, claim or dispute related to the Assigned Agreements or occurring as a result of any operations thereunder, Assignee hereby agrees to notify Assignor in -writing within thirty (30) days of any such breach, claim or dispute. 7. This Assignment binds and inures to the benefit of the Parties, and their respective successor and assigns. S. This Assignment may be executed in two counterparts and by Assignor and Assignee in separate counterparts, both of which shall be deemed to he an original instrument, but which together shall constitute but one instrument. 9. Assignor and Assignee agree to take all such further actions and to execute, acknowledge, and deliver all such further documents as are necessary or useful in carrying out the purposes of this Assignment. Assignor hereby agrees to execute, acknowledge, and deliver to Assignee all such additional instruments, notices, and other documents, and to do all such other and Blether acts and things as may be necessary or useful to more fully and effectively transfer, convey, and assign to Assignee the Assigned Agreements conveyed hereby or intended so to do. EXECUTED on the dates contained in the acknowledgements of this instrument, but to be effective for all purposes as of the Effective Datc. ASSIGNOR:t S rn-?t) MARATHON OII. COMPANY 7, Signed: Name: John C. Albert, Attorney -in -Fact i fiJ Authorized Representative for Marathon Oil Company ASSIGNEE: ENTERPRISE GAS PROCESSING, LLC Signed: Name: Authorized Representative for Enterprise Gas Processing, LLC STATE OF TEXAS COUNTY C?F HARRIS ACKNOWI.DECOEMENT;S ) SS ) BEFORE ME, the undersigned, a Notary Public, within and for said County and State, on this 2"`I day of July, 2008, personally appeared John C. Albert, for MARATHON OIL COMPANY, to me known to be the identical person who subscribed the name of the maker thereof to the foregoing instrument as its Attorney -in -Fact, and acknowledged to me that he executed the same as his free and voluntary act and deed of such corporation, for the uses and purposes therein set forth. written. GIVEN UNDER MY HAND AND SEAL OF OFFICE the day and year first above KELLY MARIE BER1RAND Notary Pub41c, State of Texas My Cr;mmisSiOrs Expires June OB 2011 M Commission Expires: / STATE OF ) SS COUNTY OF\ACM�1� ) Nola' r Pi is BEFORE ME, the undersigned, a Notary Public, within and for said County and State, on this \LAO'', day of .\1 +;\ , 2008, personally appeared _ ur\Ic`). 1, , for ENTERPRISE GAS PRCi 'ESS1NG, LLC, to me known to be the identical person who subscribed the name of the maker thereof to the foregoing instrument as its , and acknowledged to me that by executed the same as his free and voluntary act and deed of such corporation, for the uses and purposes therein set forth. (;WEN UNDER MY HANE) AND SEAL OF OFFICE the day and year first above written. My Commission Expires: Notary Pub`'iou!r ray QgYPust.• • 4 *. •r,�E•xre R ,: Exhibit "A" Attached to that certain Assignment Agreement dated Effective November 1, 2007 By and Between Marathon Oil Company and Enterprise Gas Processing, LLC List of Agreements 1. Pipeline Easement Agreement dated October 23, 2006 between Chevron Shale Oil Company and Marathon Oil Company 2. Surface Damage Agreement dated July 23, 2007 between Chevron Shale 011 Company and Marathon nil Company for Pad 697-1C 3. Surface Damage Agreement dated October 8, 2007 between Chevron Shale O11 Company and Marathon Oil Company for Pad 697-12A 4. Surface Damage Agreement dated April 23, 2007 between Chevron Shale 011 Company and Marathon Oil Company for Pad 697-13C 5. Surface Damage Agreement dated September 24, 2007 between Chevron Shale Oil Company and Marathon Oil Company for Pad 696-18A 6. Surface Damage Agreement dated July 2, 2007 between Chevron Shale Oil Company and Marathon Oil Company for Pad 696-I SC 7. Surface Damage Agreement dated September 20, 2007 between Chevron Shale 011 Company and Marathon 011 Company for Pad 596-31A 8. Surface Use, Damage and Right -of -Way Agreement dated January 9, 2008 between Petroleum Dcvclomcnt Corporation and Marathon Oil Company for Pad I I X 9. Surface Use Agreement dated March 15. 2008 between Joan L. Savage, Donna J. Koehler, Richard Prather, Ned Prather, Lyle Prather and Marathon Oil Company Ibr Pads 697-2C, 697-11 A, and 697-14C 10. Commercial Surface Lease Agreement dated August 1, 2007 between Puckett Land Company, Petroleum Development Corporation and Marathon Oil Company for Pad 23X 11. Easement and Right -of -Way Agreement dated November 8, 2007 between Puckett Land Company and Marathon Oil Company for Section 23 -Township 6 South, Range 97 West 12. Easement and Right -of -Way Agreement dated February 1, 2008 between Puckett Land Company and Marathon Oil Company for Section 24 -Township 6 South, Range 97 West PIPELINE EASEMENT AGREEMENT STATE OF COLORADO COUNTY OF GARFIELD THIS PIPELINE EASEMENT AGREEMENT (this "Agreement"), made this 7th day of October, 2008, between Berry Petroleum Company, a Delaware corporation, with offices at 1999 Broadway, Suite 3700, Denver, Colorado 80202, ("GRANTOR") and Enterprise Gas Processing, LLC., a Delaware limited liability company, with offices at c/o Land Department, 2727 North Loop West, Houston, Texas 77008-1044 ("GRANTEE" and, together with GRANTOR, the "Parties"). WITNESSETH: WHEREAS, GRANTOR is the owner of certain real property in Garfield County, State of Colorado; and WHEREAS, GRANTOR desires to grant and GRANTEE desires to acquire certain rights in and to a portion of said real property; NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. GRANT. GRANTOR hereby grants and conveys unto GRANTEE, its successors and assigns, subject to the terms and conditions hereof, a limited, non-exclusive right-of-way and non-exclusive easement in, on, over, under or through certain lands located in Section I, Township 6 South, Range 97 West, and in Sections 29, 32 and 33, Township 5 South, Range 96 West of the 6th P.M., Garfield County, Colorado, as limited and more particularly described in Exhibit "A" attached hereto (the "Easement Area"). The right-of-way and easement granted herein shall be Thirty-three (33) feet in width, with the centerline of said right-of-way and easement being situated as described in Exhibit "A", and shall be used for the sole purpose of surveying, laying, constructing, operating, inspecting, maintaining, repairing, replacing, and removing one 20 -inch gathering pipeline and one I6 -inch (or larger) discharge pipeline (each with valves, launchers, receivers, meters, fittings, appliances, and related facilities and appurtenances) for the transportation or transmission of natural gas and associated liquids and gases (collectively, "the Pipelines"). In addition, GRANTOR hereby grants and conveys unto GRANTEE a temporary construction easement to be used solely in connection with laying, and constructing the Pipelines and only for so long as such laying and construction activities shall occur. The temporary construction easement shall be a strip of land fifty (50) feet wide directly adjacent and parallel to the west side of the right of way and easement described in Exhibit "A". GRANTOR hereby grants and conveys to GRANTEE the right of ingress and egress in, on, over, across and through the Easement Area for any and all purposes reasonably necessary or incident to the exercise by GRANTEE of the rights granted herein. TO HAVE AND TO HOLD said right of way and easement unto GRANTEE, its successors and assigns, for the purposes stated above, and subject to the terms and conditions set forth herein. 2. LIMITATIONS ON GRANT. a. The right-of-way and easement granted herein is non exclusive and, except as otherwise provided herein, GRANTOR reserves unto itself and successors, assigns and lessees, all rights and uses in, to, over, under or appurtenant to the Easement Area. Without limiting the generality of the foregoing, GRANTOR AND GRANTEE acknowledge and agree that Marathon Oil Company owns an interest in, and will have similar, non-exclusive rights to, the Easement Area, The rights granted herein do not include the right to explore for or produce oil, gas or other minerals, and do not include agricultural, farming, ranching or hunting rights. b. GRANTOR reserves the right for itself and its successors, assignees and lessees to explore for, mine, and remove oil shale, oil and gas, ores and other minerals and other substances in, on, under or proximate to the Easement Area. Without affecting, or limiting the generality of, the foregoing, GRANTEE acknowledges and agrees that all or portions of the Easement Area, among other areas, are subject to oil and gas leases which allow the lessor thereof to require the lessee thereof to change, cease the use of or relocate any of the lessee's facilities located on the lands covered by such leases at any time on or after January 1, 2018, and that the costs of such change, cessation or relocation shall be borne by the lessor in decreasing increments, and by the lessee in corresponding increasing increments, over a 17 -year period ending on December 31, 2035, after which time the lessee is responsible for all such costs. GRANTEE acknowledges that it has reviewed such oil and gas leases, and agrees, upon receipt of an appropriate and timely demand from the lessor, to change, cease the use and/or relocate the Pipelines and any other facilities constructed or installed by GRANTEE on the Easement Area, and to pay its share of the costs of such change, cessation or relocation in accordance with the terms of the applicable oil and gas leases. GRANTEE acknowledges that GRANTOR shall have no responsibility to pay any portion of such costs. c. GRANTEE acknowledges and agrees that the right-of-way and easement granted herein is made subject to any exceptions and reservations of record, including all existing easements, rights-of-way, licenses, leases and other agreements affecting the surface or subsurface of the Easement Area, and GRANTOR further reserves the right to grant other rights of way, easements, licenses or other rights to third parties to cross over or under, or to use, the Easement Area. d. GRANTEE is solely responsible for obtaining and performing the conditions of any necessary governmental consents, permits, licenses or authorizations, and all third party consents, prior to conducting activities on the Easement Area pursuant to this Agreement. GRANTEE shall provide GRANTOR (promptly upon GRANTEE's receipt thereof or concurrently with GRANTEE's filing thereof, as applicable) copies of all governmental (including environmental) permits, licenses or authorizations and notices received or obtained by GRANTEE from any governmental authority e. GRANTEE shall use the right-of-way and easement granted herein in such manner as to minimize adverse impacts on the use and enjoyment by GRANTOR of its adjoining property, including use thereof for exploration, mining, oil shale development, oil and gas development, farming, ranching, land development, and other uses; provided that GRANTOR agrees not to build, create or construct any permanent obstruction, building, reservoir, engineering works or other structure over, under, or on the Easement Area which is reasonably likely to adversely affect GRANTEE's enjoyment of the rights granted herein without the express prior written consent of GRANTEE, which shall not be unreasonably withheld, delayed or conditioned. f. GRANTEE shall not locate, install or construct any surface installation on any part of the Easement Area (except for valves, meters, fittings, appliances, and related pipeline equipment and facilities) without the prior written approval of GRANTOR, which approval is separate from and in addition to any rights granted in this Pipeline Easement Agreement. g. GRANTEE shall segregate top -soil removed in connection with its activities on the Easement Area from other material removed by GRANTEE, and to replace such topsoil and regrade the Easement Area to its original topography on completion of any such activity. GRANTEE further agrees to insure that the Easement Area shall be left free of any large stones, holes, or piles of dirt which would interfere with farming, ranching and/or other operations thereon. All stones, brush and debris uncovered on, removed from or deposited on GRANTOR's lands as the result of activities conducted on the Easement Area shall be disposed of at GRANTOR's reasonable direction and at GRANTEE's sole cost. Except as otherwise provided herein, all areas disturbed as the result of activities conducted on the Easement Area shall be reseeded within 180 days of completion of the activity resulting in the disturbance, or by such earlier date as shall be required by applicable law, with seed mixes approved by GRANTOR or GRANTOR's agricultural lessee(s). Reseeded areas shall be properly mulched except in pastures and hay fields. h. GRANTEE shall replace or rebuild, to the reasonable satisfaction of GRANTOR, any and all parts of any road or any drainage or irrigation system or other improvement on or proximate to the Easement Area utilized in connection with construction or maintenance of the Pipelines or that may be damaged or destroyed as a result of GRANTEE's activities conducted on the Easement Area. Upon completion of any Pipeline construction, replacement, substitution, relocation, or removal activities on the Easement Area, GRANTEE shall grade all sections of permanent roads on GRANTOR's lands which were degraded in connection with said activities. 3 GRANTEE shall repair and maintain any existing roads, whether or not owned by GRANTOR, used by it in connection with its activities hereunder. i. GRANTEE shall have the right to cross fences on the adjoining property of GRANTOR whenever such crossing shall be reasonably necessary in conducting activities permitted under this Agreement. GRANTEE shall maintain a proper enclosure at all times and shall restore such fences to a condition equal to or better than their condition prior to such crossing as promptly as possible; provided, however, that GRANTEE shall not be responsible for a lack of proper enclosure or for restoration of fencing if caused by someone other than GRANTEE, its employees, agents, contractors, subcontractors, or invitees. GRANTOR reserves the right to fence the whole or any part of the boundaries of the Easement Area, and the right to build fences crossing the Easement Area. j. GRANTEE shall bury the Pipelines and any related subsurface facilities at least thirty-six (36) inches below the surface except in those areas where rock is encountered that would otherwise require blasting, in which case, the facilities shall be buried a minimum of eighteen (18) inches below the surface. k. Except as otherwise provided herein, GRANTEE shall properly backfill and compact disturbed ground, excavated pipeline trenches, and other excavations in connection with its activities on the Easement Area. Compaction of disturbed areas in hay fields and pastures shall be accomplished using hydro -compaction methods followed by replacement of topsoil, free of stones and other debris. Immediately upon completion of any activity conducted on the Easement Area, GRANTEE shall repair damage to open irrigation and drainage ditches by using proper mechanical ditch channel compaction methods and by reestablishing pre -disturbance grades and flowlines. All culverts and buried irrigation system pipelines damaged by GRANTEE's activities on the Easement Area shall be replaced by GRANTEE immediately upon completion of the activity. 1. GRANTEE shall ensure that irrigation systems damaged by its activities conducted on the Easement Area are restored to their proper operating condition and that areas of settling and slumping in GRANTOR's fields and pastures, caused by the activities permitted hereunder, are permanently restored to field grade. m. GRANTEE shall submit the Pipeline engineering design and surveys to GRANTOR for approval prior to commencement of Pipeline laying and construction activities on the Easement Area. GRANTEE shall also maintain current as -built drawings for the Pipelines and all of its surface and subsurface facilities located within the Easement Area and shall provide GRANTOR with copies of such drawings. n. GRANTEE shall compensate GRANTOR's agricultural or surface Iessee(s) for all damages to crops and other damages and losses suffered by such lessee(s) as a result of its activities conducted on the Easement Area, 4 o, GRANTEE shall take all necessary precautions to prevent brush, grass or forest fires on or near the Easement Area, and shall meet or exceed all regulatory requirements for fire suppression on the Easement Area. p. GRANTEE shall neither use or possess, or permit the use or possession of, firearms, explosives, weapons, alcoholic beverages, illicit or unprescribed drugs or drug paraphenalia, dogs or other pets on or near the Easement Area. Hunting, fishing, and the recreational use of motor bikes and all -terrain and similar vehicles is prohibited on or near the Easement Area. GRANTEE shall notify all employees, contractors, subcontractors and invitees of such restrictions, and shall be responsible for their compliance with these provisions. Any individual or entity violating this clause (p) will be asked to Ieave the Easement Area and will not be permitted to return. q. GRANTEE shall control noxious weeds of any kind on the Easement Area; provided that GRANTEE shall not engage in any non -biodegradable chemical spraying without the prior written consent of GRANTOR. r. GRANTEE shall have no right to use any water or water rights of GRANTOR and GRANTEE shall ensure all fresh water used on the Easement Area has a legal source. GRANTEE shall share in the cost of conducting annual testing of surface and groundwater sources on and proximate to the Easement Area to detect any contamination if required. s. GRANTEE shall prepare a Stormwater Management Plan and obtain a Construction Stormwater Discharge Permit as required by the Colorado Department of Health, and to conduct its activities hereunder in compliance with such Plan and Permit. GRANTEE shall promptly report any discharges, leakage, spillage, emission or pollution of any type resulting from its activities hereunder to GRANTOR and applicable governmental authorities in accordance with applicable law. GRANTEE, at its sole expense, shall clean and remediate all affected lands, soils and water sources in accordance with applicable laws. t. GRANTEE shall provide GRANTOR with a copy of its emergency response plan along with a list of 24-hour emergency contacts responsible for GRANTEE's operations on the Easement Area prior to commencement of any such operations. 3. TERM OF AGREEMENT. This Agreement shall be effective beginning October 1, 2008 and shall continue so long as GRANTEE continues to use, operate or maintain the Pipelines and associated facilities in the Easement Area without interruption for more than one hundred eighty (180) consecutive days, or until termination of that certain Services Agreement dated as of September 11, 2007, by and between Marathon Oil Company and GRANTEE, whichever shall first occur or unless terminated or canceled prior thereto in the manner provided for herein. 4. PAYMENTS. In partial consideration of the rights granted herein, GRANTEE has paid to GRANTOR the sum of mon execution of this Agreement, and GRANTOR hereby acknowledges receipt of 5 such amount. As additional consideration for the rights granted herein, GRANTEE shall pre-pay the first twenty (20) years of annual payments to GRANTOR in the amount of r. GRAN _;t hereby acknowledges rec.cipt of such amount. On or before the twenty-first (21') anniversary date of this Agreement, at the address first set forth below in Section 15, the 21" annual payment shall be in the amount ofl ' Subsequent annual payments shall thereafter increase by • percent %) over the previous years' annual payment. No payment shall be deemed made by GRANTEE under this Agreement until the correct amount due is actually received by GRANTOR. All payments to GRANTOR hereunder shall be made by GRANTEE's check, mailed postage prepaid, to GRANTOR, who shall continue as the depository for payments hereunder regardless of changes in ownership of the Easement Area. 5. USE OF EASEMENT AREA, a. All activities permitted under this Agreement shall be performed and conducted by GRANTEE in a safe, and workmanlike manner, and in compliance with applicable federal, state and local rules and regulations and GRANTOR's applicable health, safety and environmental standards and policies. GRANTEE shall maintain the Pipelines and associated facilities in a good and safe operating condition consistent with Pipeline practices in the general area of the Easement Area. Prior to exercising any rights granted hereunder, GRANTEE shall give written notice of GRANTEE's planned construction activities to all persons holding any rights, licenses, permits, easements or leases to use the surface of the Easement Area and lands used for access thereto. b. All activities permitted pursuant to this Agreement shall be performed by or under the direction of GRANTEE, and GRANTEE shall not permit, unless otherwise authorized by GRANTOR, public easements, public facilities, or public roads over or under the Easement Area. 6. INDEMNIFICATION. GRANTEE AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD GRANTOR AND ALL OF GRANTOR'S AFFILIATED AND PARENT AND SUBSIDIARY COMPANIES, JOINT VENTURERS AND PARTNERS, CO-OWNERS, AND ALL OF THE AFORESAID ENTITIES' OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, EMPLOYEES, AGENTS, INVITEES AND INSURERS ("INDEMNITEES") HARMLESS, FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, INJURY, COSTS (INCLUDING ATTORNEY FEES), EXPENSES, FINES, PENALTIES, CLAIMS, DEMANDS AND CAUSES OF ACTION OF ANY NATURE (COLLECTIVELY, "LOSSES") ARISING OUT OF, OR IN ANY WAY CONNECTED WITH GRANTEE'S ACTIVITIES OR OPERATIONS UNDER THIS AGREEMENT OR ON THE EASEMENT AREA, FOR INJURY TO OR ILLNESS OR DEATH OF ANY PERSON (INCLUDING BUT NOT LIMITED TO ANY INDEMNITEE OR AN EMPLOYEE OR AGENT OF GRANTEE OR GRANTEE'S CONTRACTORS OR SUBCONTRACTORS OR ANY THIRD PARTY) OR FOR LOSS OF OR DAMAGE TO PROPERTY (INCLUDING BUT NOT LIMITED TO PROPERTY OF INDEMNITEES, GRANTEE, GRANTEE'S CONTRACTORS OR SUBCONTRACTORS OR ANY THIRD PARTY) OR FOR VIOLATION OF ANY FEDERAL, STATE OR LOCAL LAWS, RULES, REGULATIONS, AND ORDERS INCLUDING BUT NOT LIMITED TO THE COMPREHENSIVE ENVIRONMENTAL, RESPONSE, COMPENSATION, AND LIABILITY ACT OF 1980, AS AMENDED (CERCLA) AND THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, AS AMENDED (RCRA). SUCH INDEMNITY SHALL NOT APPLY TO LOSSES TO THE EXTENT ATTRIBUTABLE TO AN INDEMNITEE'S SOLE NEGLIGENCE. 7. GRANTEE INSURANCE REOUI t.EMENT. Without in any way limiting GRANTEE's liability under this Agreement, GRANTEE shall maintain, during the term of this Agreement, the following insurance with companies and on terms satisfactory to GRANTOR: a. Worker's Compensation and Employers' Liability Insurance as prescribed by applicable law. The limit of liability for Employers' Liability Insurance shall not be less than S1,000,000 per occurrence. b. Comprehensive or Commercial General Liability Insurance (Bodily Injury and Property Damage), including the following supplementary coverages: Contractual Liability; Product and Completed Operations Liability Insurance; Broad Form Property Damage Liability Insurance; and coverage for Explosion, Collapse and Underground Hazards. The limit of Iiability for such insurance shall not be less than $1,000,000 per occurrence. c. Automobile Bodily Injury and Property Damage Liability Insurance. Such insurance shall extend to owned, non -owned and hired automobiles used in the performance of this Agreement. The limits of liability of such insurance shall not be Iess than $1,000,000 per person/ $1,000,000 per occurrence for bodily injury and $1,000,000 per occurrence for property damage. PRIOR TO HAVING ANY RIGHT TO ACCESS THE LANDS SUBJECT HERETO OR EXERCISING ANY OF THE RIGHTS GRANTED IN THIS AGREEMENT, GRANTEE MUST FURNISH GRANTOR WITH CERTIFICATES OF SAID INSURANCE PROVIDING THE COVERAGES AND ENDORSEMENTS REQUIRED HEREIN. 8. TAXES, LIENS AND ENCUMBRANCES. GRANTEE shall pay promptly and before delinquency all property and similar taxes and assessments levied or assessed upon or against the Easement Area during the tend hereof, by reason of, or resulting from, GRANTEE's activities under this Agreement in relation to the Pipelines and associated facilities, and to reimburse GRANTOR for any increase in property or similar taxes paid by GRANTOR resulting from the value of such Pipelines and associated facilities, whether or not separately assessed. GRANTEE shall pay all taxes levied or assessed upon or against GRANTEE's Pipelines and associated facilities and operations on the Easerneint Area. GRANTEE shall pay all claims for labor and materials that may be furnished to it or on its behalf, and agrees to protect, defend, indemnify and hold GRANTOR harmless from and against all liens, encumbrances and claims that may be filed against the Easement Area in connection with its activities on the Easement Area and all liabilities, penalties, fines, payments, judgments, damages, losses, costs and expneses (including, without limitation, attorneys' fees and court costs) incurred and/or paid in connection with same, 9. TERMINATION. a. In the event of any default by GRANTEE in its obligations hereunder, GRANTOR may deliver to GRANTEE written notice specifying the default. If the default remains uncorrected for a period of thirty (30) days (five days in the case of a payment default) after delivery of the notice, this Agreement shall then terminate subject to the provisions herein concerning site reclamation and facility removal and subject to liabilities accrued prior to termination. b. If, at any time after GRANTEE begins construction of the Pipelines, GRANTEE fails to use the Easement Area or any part thereof for the purposes provided hereunder for more than one hundred eighty (180) consecutive days and fails to resume such use within 30 days of receipt of written notice from GRANTOR, GRANTOR may terminate this Agreement as to those parts of the Easement Area no longer used as above, by written notice to GRANTEE, subject to the provisions herein concerning site reclamation and facility removal and subject to liabilities accrued prior to termination. c. Upon any termination of this Agreement as to all or any part of the Easement Area, and unless otherwise approved by GRANTOR, GRANTEE shall dig up and remove its Pipelines and associated facilities at its sole cost and risk GRANTEE shall have a period of 180 days from and after the effective date of termination in which to remove the Pipelines and all associated facilities from the Easement Area or from the part thereof as to which the termination applies. Upon such removal, GRANTEE shall place the Easement Area in a neat, safe and orderly condition and shall otherwise restore and reclaim the Easement Area to its condition on the date hereof and otherwise in compliance with all applicable laws. d. Upon termination of this Agreement as to all or any part of the Easement Area, GRANTEE shall execute and deliver to GRANTOR, within thirty (30) days after written demand therefor, a good and sufficient quit claim deed (or such other conveyance instrument as shall be reasonably acceptable to GRANTOR) to all interest of GRANTEE in that portion of the Easement Area so terminated. Should GRANTEE fail or refuse to deliver to GRANTOR such quit claim deed or other conveyance instrument, or if GRANTOR after a good faith effort to locate GRANTEE is unable to locate GRANTEE, then a written notice by GRANTOR, duly recorded, reciting the failure or refusal of GRANTEE to execute and deliver said quit claim deed or other conveyance instrument, or inability to locate GRANTEE, as herein provided, shall after ten (I0) days from the date of recordation of said notice, be conclusive evidence against GRANTEE and all persons claiming under GRANTEE of the termination of this Agreement or a portion thereof and all interest of GRANTEE hereunder as to that portion, subject to GRANTEE's obligation to remove its property within 180 days of such termination. E. Termination shall not extinguish any obligations of GRANTEE which have accrued at the time of termination, or which accrue hereunder upon termination. 10. DISCLAIMER OF TITLE WARRANTY. GRANTOR makes no, and hereby disclaims any, representations or warranties, express or implied, concerning title to the Easement Area. 11. TRANSFER OF INTEREST. The rights granted to GRANTEE under this Agreement shall not be assigned or otherwise transferred without the prior written consent of GRANTOR which shall not be unreasonably withheld, conditioned or delayed. Subject to the foregoing, all of the terms, covenants, and conditions of this Agreement shall be binding upon the successors and assigns of the Parties. The provisions of this Agreement are a covenant running with the land and shall extend to and be binding upon the successors and permitted assigns of GRANTOR and GRANTEE. 12. WAIVER CLAUSE. The failure of either Party to enforce, at any time, any of the provisions of this Agreement, or to exercise any option which is herein provided, or to require at any time, performance by the other Party of any of the provisions hereof, shall in no way be construed to be a waiver of such provision, nor hi any way affect the validity of this Agreement or any part thereof, or the right of a Party to thereafter enforce each and every such provision. 13. APPLICABLE LAW. This Agreement and the exhibits hereto shall be governed as to validity, enforcement, construction, effect, and in all other respects, by the law of the State of Colorado, and its courts shall have jurisdiction to enforce this Agreement. 14. ATTORNEYS' FEES. In the event of a default by either Party in the performance of its duties, the court with the proper jurisdiction to resolve the dispute shall award reasonable attorney fees and costs to the prevailing Party or in such other manner as the court deems appropriate. 15. NOTICES. Any notices required or permitted under this Agreement shall be .given in writing. The notice shall be served either personally or by registered or certified mail with return receipt requested. Service shall be effective when received. All notices hereunder shall be directed to the addresses set forth below or such substitute address or addresses as provided to the Parties at least thirty (30) days in advance of any notice. Present addresses to which notices shall be sent in accordance with the provisions of this section are: Grantor: Berry Petroleum Company Attn: Asset Manager- ?iceance 1999 Broadway, Suite 3700 Denver, CO 80202 Facsimile: 303-999-4401 9 GRANTEE: Enterprise Gas Processing, LLC c/o Land Department 2727 North Loop West Houston, Texas 77998-1044 Facsimile: 713-803-1349 16. CONFLICT OF INTEREST. No director, employee, or agent of either Party shall give to or receive from any director, employee, or agent of the other Party any commission, fee, rebate, gift, or entertainment of significant cost or value in connection with this Agreement. During the term of this Agreement and for 2 years, thereafter, any mutually agreeable representatives authorized by either Party may audit the applicable records of the other Party solely for the purpose of determining whether there has been compliance with this paragraph. The provisions of this paragraph will survive termination of this Agreement. 17. CONFIDENTIALITY. GRANTEE agrees that, except as required by regulatory authority having jurisdiction over GRANTEE or its activities on the Easement Area, it shall keep the terms and conditions of this Agreement confidential and not disclose them to any third party (other than GRANTEE's agents, consultants, counsel and other representatives having a need -to - know) without GRANTOR's prior written consent, In the event GRANTEE is required to provide a copy of this Agreement or disclose its terns and conditions to any regulatory authority, it shall be marked confidential (or the agency shall be informed of the confidential nature of the terms and conditions, as applicable) and the terms of paragraph 4 shall be redacted. The obligations contained in this paragraph 17 shall survive termination of this Agreement for a period of 365 days. 18. MEMORANDUM OF AGREEMENT. The Parties agree that this Agreement will not be recorded in any public records, including those of Garfield County, Colorado; provided, however, that at the request of either Party, the Parties shall execute and record a memorandum of this Agreement in recordable form evidencing the existence of this Agreement. 19. ENTIRE AGREEMENT, This Agreement and the exhibits hereto represent the full understanding of the Parties with respect to the subject matter hereof. [signature page follows] its IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above, but made effective as of October I, 2008. Grantor: Berry Petrole Company By: N=l ie" Anderson Title: Vice President -Production Date: ID-- 7—to STATE OF COLORADO ) ss. CITY & COUNTY OF DENVER Grantee: Enterprise Gas Processing, LLC By: Name: Michael A. Todd Title: Agent & Attorney -in -Fact Date: /GP— The foregoing instrument was acknowledged before me on this 7th day of October, 2008 by Daniel G. Anderson, as Vice President -Production of Berry Petroleum Company. �����uuuturrrol Witness my han44d M(Qdr�§et3y My commissiii epits?TARk p1181lC O pF CO (1,���1r/111I1k1111° try ibf?Expite801' STATE OF COLORADO CITY & COUNTY OF DENVER ) ss, ) 111444i Ciae. NOTARY P LIC The foregoing instrument was acknowledged before me on thiseth day of October, 2008 by Michael A. Todd as Agent & Attomey-in-Fact of Enterprise Gas Processing, LLC. Witness my hand1aR�1nfi#nary seal. ,, ` pp,H N AQP /,� My commiss>xpi'res; NOTA/?y 3919898_3.DOC u, PUBLIC t O ti { 'fpr COLO`,,` fpr s��:c7Explre 1! NOTARY PUBLIC SECTIONI, TOWNSHIP 6 ,501111A RANGE 97WWSZ oldie 6th FA SCALE 1" a 1000' 500' 0 1000' STATE OF COLORADO COUNTY OF GARFIELD APPARENT OWNERSHIP h RF+1RYPi7710LEIMCOMPANY 4E AJANATTIONOIL COMPANY 0 r EGE1•Im POUND MONUMENT SECTION CORNER FOUND MONUMENT QUARTER CORNER RIGHT OF WAY CORNER BASIS OF BEARINGS WEST LINE OF SW 114OFSECTION 1 N W AND SEARING 1'35' E MOMUMENTED AS SHOWN GLO EC §_Ba•erz4•r: 4 • S 88'22"4 8 E 1669.3 525421' LOT 20 L07 19 LOT 18 1 LOT 16 °1- 15) LOT LOT 4 21 LPI 22 LOT LO LGT 23 SEE DETSHEET 2 Naar oFWdr N 88.117'02• V 4 4 OLIO BC /114f4A0m‘frAgfee 11 LOT 11 CLD BC LIST 17 L13T 24 LOT 12 ua.14"1.4W/!ldil.�cAtcgr//C#(b411ozej7GLrlCu.20,,zz r LOT 34 OMMIMPO LOT 13 , yrro.ILfC0.fi.��� A ` ODNSJ111XTON \� Ltenaror ^ 44 4 tf7`i� I 1 \ S88 O6'o4E 2fi3l334� GLO 8C —14.1—'— S1-0 BC STATEMENT OF SURVEYOR: I BRIAN L. FORBES UNDER CONTRACT TO ENTERPRISE PRONG TO SURVEY THE CENTERLINE OF THE PIPELINE RIGHT OF WAY SHOWN HEREON MADE UNDER MY AUTHOURITY, COMMENCING ON THE 23rd DAY OF JUNE. ZOOS STATE THIS MAP IS ACORRECT REPRESENTATION Of THE SATO SURVEY. THE ABOVE SHOWN RIGHT OF WAY BEING SUBJECT TO ANY EASEMENTS. CONDITIONS OR RESTRICTIONS THAT MAY EXIST ON AND WITHIN ITS LINES ('ERHANTNJ RIGHT OF WAY CZ1H TRUCT19N EASEMENT 168,496 Sq Ft 255.925 SR Ft 3.87 A . 5.88 At. Total Fermonent R -0—W -53Feet, 15 Left 18. Right of Centerline. 5.1¢5. 1 Feet,_ 9.110 Rads,_ 87 Acres. man ,5624028 RIFFIN & ASSOCIATES, WC. 1 414 ELM sr, ROCK SPRINGS, WY 82901 DRAWN: 72&VB REVISED: ef1t,'09 •XRN SCALE: 1".1000. ORO .100 No, 1E598 -F REVISED ROW WIDTH CORSIT MEET 1OF4 A MAP SHOWING A PIPELINE RIGHT OF WAY IN SECTION 1, T6S, R97W, 6th P.M. GARFIELD COUNTY, COLORADO PREPARED FOR: ENTERPRISE PRODUCTS fr 1 1 4o GO ac �, '` t s, DETAIL'A„ ERTHVEST CORNER , 3 A SECTION I, T6S, R97 t. p 1<, 1669,93' ? `\f \cc, LOT 20 LOT 21 9. f i/ ,s , I � !1' r/ \ SEC. 33, I -5S, R96V SEC, 1, 6S, R97W RIGMT OF WAY LOT 19 L51 LSO— L49 L47 4?' ,10 L45 1t LOT 22 t'� t� 1J 18' RIGHT OF VAY– t LOT 10 LOT 9 MATCI4 LINE Vti "L13 L15 44 r 1 1 SCALE 1 " = SLID' 1 1 1 1 CENTERLINE OF PR POSED PIPELINE a 5105.0' r LOT 23 2' V.°11; l tANQS irsi RIFFIN & ASSOCIATES, INC. (son e 1414 ELK ST, ROCK SPRINGS, WI DRAWN: 4111/08 SCALE, 1' Jr 300' REVISED: S/i&/011• KRH ORGJOBNo. 18598.F REVISED ROW WIDTH _EXHIBITS SWEET 20F4 A MAP SHOWING A PIPELINE RIGHT OF WAY IN SECTION 1, TBS, R97W, 6th P.M. GARFIELD COUNTY, COLORADO PREPARED FOR: ENTERPRISE PRODUCTS _OT 9 LOT LOT 16 1 - DETAIL 'A" HATCH LINE — LOT to CENTERLINE or PRAPOSCO PIPELINE = 5105.5* 88.07"02• 41 F4.44244,0. GL BC Lap .. VEST 1/4 CORNER SCC. 3, 1-6S. R91V sa• ASrRUC O- f, RIGHT 17 WAY-. r '-' LOT 15 v Y Z �. �...4- ..••.. A. ti RIGHT O, -1- WAY SCA LE 150' 0 LOT 13 LOT 14 1" = 300' 300' gat) sasats P DRAWN: «11/06 RIFFIN & ASSOCIATES, INC 4414 ELK ST.. ROCK SPRINGS. WY 82901 SCALE: 1"a 309' REVISED: 9/1508 - xfiH ORO JOS No. 16596-F REVISED ROW WIDTH EXHIBIT 8 SHEET 3 OF 4 A MAP SHOWING A PIPELINE RIGHT OF WAY IN SECTION 1, T6S, R97W, 6th P.M. GARFIELD COUNTY, COLORADO PREPARED FOR: ENTERPRISE PRODUCTS RIFFIN & ASSOCIATES, INC, .�L 1414 ELK Sr. 'A" # BI 1_L710N O1$TA.NCE L1 S 88.22.48- E 151.06' L2 S 43'09'55' E 149.32 13 S 29'10'57' 1 85.86' 14 5 22I'35'26' E 233.53' 15 1.6 S 24.33'12' E 1308.22' $ 20'26'29' E 154.79' 17 L9 S 11'll'50' 1 207.85' S 14'27'43' E 85.71' 19 S 36'25'01' E 33.87' 110 111 S 12.17'34' E 3a83' S 32'17'34' iJ ,54.45' 112 S S5'1o'13' v 67.92' L13 S 46.33'20' w 2923' 114 S 37.45'05' w 42.06' 115 S 21.12'58• W 37.49' 116 S 03.42'45' w 61.32' 117 S 13'62'45' E 399.88' 118 S 15'53'34' £ 447.65' L19 S 11'13'07' E 842.55' 120 S 31`24'55' i� 147.09' 121 S 37'55.29' V 201.19' 122 S 3210'46' W 93.70' 123 L24 125 126 127 L28 129 L 30 L31 L32 1.33 L 34 135 135 S 23.02'11' 4► S 20.06'25' w S 23'49'57' W _ S 34.11'43' V S 44'21'24' w S 37.04'51' w S 29.23'45' 1r 14 88'97'02' W N 229.23'05' 1 N 37'04'5l' E 156.33' N 44'21'24' E 1554.85' N 34.1'43' E N 23.49'57' E 14 20'06'25' £ 166.03' 278.53' 121.48' 100.89' 555.69' 152.02' 103.88' 37,2(1' 123.28' 94.96' 117.41' L37 N 23.02' 11' E 278.30' 169.51' 138 14 32'!0.46' 1; 98.00' 139 N 37'55'29' E 200.97' 1_40 14 5l'24'55' 1 132.34' 141 N 11'13.07'. w 828.32' 142N15.53'34'w L43 N 13'42'45' W 144 N 03'42'45' 1 145 14 2112'58' E 446.93' 405.56' 71.45' 47.37' 146 14 37.45'05' 1 49.40' 147114 46.33'20' 1 34.26' L48�N 55'10'13' E 63.73' 149 N 32.17'34' 1 34.24' 150 114 1217'34' w 1525' L51 1N 36.25'01' W 33.22' 152 N 14.27'43' w 94.05' L53 N 11'11'50' W 206,13' 154 N 20'26'29' +d 50.94' 155114 24'33'12' w 307.89' 156314 21'35'26' w 232.20' 157114 29.10'57' w 79.63' }158114 43.09'55' I 152.91' 11591N 49'41'05' w 28.51' ROCK SPRINGS, r3o7)S RINGS, WY82901 DRAWN: 4/11/08 SCALE 1' 300' REVISED: 9/15/08. KW( DRG JOB No. 16598-F REVISED ROW WIDTH ILICHIBIT B SHEET 4 OF A MAP SW.'�r NG A PIPELINE RIGHT OF WAY IN SECTION 1, T6S, R97W, 6th P.M. GARFIELD COUNTY, COLORADO PREPARED FOR: ENTERPRISE PRODUCTS I r.596 -F E HIBIT LEGAL DESCRIPTION PROPOSED RIGHT OF AA Al SITUATE IN GOVERNMENT LOTS 10, 15, 19 & 22 OF SECTION 1 T6S,R97W,6i°P.vl., IN BERRI PETROLEUM COMPANY AND MARATHON OIL COMPANY LANDS REVISED: SEPTEMBER 15, 2001E A parcel of land for a Right Of Way situate in Government Lot Nurnbers 10, 15, 19 and 22 of Section l in Township 6 South and Range 97 West of the Sixth Principal Nlertdian in Garfield County, Colorado and being described as Ibilows: Considering the west line of the southwest quarter of the said Section 1 as bearing North 1° 35' 58" East and all the bearings contained herein are referenced from. The terminus of the said west line being m onumented with brass caps set by the U. 5. General Land Office survey in 1917. Commencing at the northwest corner of the said Section 1; THENCE, along the north line of the said Section 1, North 88' 22' 48" last, a distance of 1669.93 feet to the Point of Beginning THENCE, along the said north line oISection 1, South 88' 22' 48" Fast a distance of 51.06 feet; THENCE, South 43° 09' 55" East a distance of 149.32 feet; THENCE, South 29° 10' 57" East a distance of 85.86 feet; THENCE, South 21° 35' 26" East a distance of233.53 feet; THENCE, South 24° 33' 12" East a distance of 303.22 feet; THENCE, South 20° 26' 29" East a distance of 54.79 feet; THENCE, South 11° 11' 50" East a distance of 207.85 feet; THENCE, South 14° 27' 43" East a distance of 86.71 feet; THENCE, South 36° 25' 01" East a distance of33,87 feet; THENCE, South 12° 17' 34" East a distance of 38.83 feet; THENCE, South 32° 17' 34" West a distance of 54.45 feet; THENCE, South 55° 10' 13" West a distance of 67.92 feet; THENCE, South 46° 33' 20" West a distance of 29.23 feet; THENCE, South 37' 45' 05" West a distance of 42.06 feet; THENCE, South 21° 12' 58" West a distance of 37.49 feet; THENCE, South 03° 42' 45" West a distance of 61,32 feet; THENCE, South 13° 42' 45" East a distance of 399.88 feet; THENCE, South l5° 53' 34" East a distance of 447.65 feet; THENCE, South 11° 13' 07" East a distance of 842.55 feet; THENCE, South 31° 24' 55" West a distance of 147.09 feet; Page 1 of 3 {MM -F THENCE, South 37° 55' 29" West a distance of 201.19 feet: THENCE, South 320 10' 46" West a distance of 93.70 feet; THENCE, South 23° 02' 11" West a distance of 166.03 feet: THENCE, South 200 06' 25" Nesta distance of 278.53 feet; THENCE, South 23' 49' 3 7" West a distance of 121.48 feet; THENCE, South 34° 1 1' 43" Nest a distance of 100.89 feet; THENCE. South 44° 21' 24" West a distance of 555.69 feet: THENCE, South 37` 04' 51" West a distance of 152.02 feet; THENCE, South 29° 23' 05" West a distance of 103.88 feet to the south line of the said Government Lot Number 15: THENCE, along the south line of the said Government Lot Number 15. North 88° 07' 02" West a distance of 37.20 feet and from which the west quarter corner of the said Section 1 bears North 88° 07' 02" West a distance of 1474.60 feet; THENCE, North 29° 23' 05" East a distance of 123.28 feet; THENCE, North 37° 04' 51" East a distance of 156.33 feet; THENCE, North 44° 21' 24" East a distance of554.85 feet; THENCE, North 340 11'43" East a distance of 94.96 feet: THENCE, North 230 49' 57" East a distance of 117.41 feet; THENCE, North 20' 06' 25" East a distance of 278.30 feet; THENCE, North 23' 02' 11" East a distance of 169.51 feet; THENCE, North 32° 10' 46" East a distance of 98.00 feet: THENCE, North 37° 55' 29" East a distance of 200.97 feet; THENCE, North 31° 24' 55" East a distance of 132,34 feet; THENCE, North 11° 13' 07" West a distance of 828.32 feet; THENCE, North 15° 53' 34" West a distance of 446.93 feet; THENCE, North 13° 42' 45" West a distance of 405.56 feet; THENCE, North 03° 42' 45" East a distance of 71.46 feet; THENCE, North 21° 12' 58" East a distance of 47.37 feet; THENCE, North 37° 45' 05" East a distance of 49.40 feet; THENCE, North 460 33' 20" East a distance of 34.26 feet: THENCE, North 55° 10' 13" East a distance of 63.73 feet; THENCE, North 32° 1 7' 34" East a distance of 34.24 feet; THENCE, North 12° 17' 34" West a distance of 18.25 feet; THENCE, North 36° 25' 01" West a distance of 33.22 feet; THENCE. North 14° 27' 43" West a distance of 94.05 feet; THENCE, North 110 11' 50" West a distance of 206.13 feet: THENCE, North 20° 26' 29" West a distance of 50.94 feet; THENCE, North 24° 33' 12" West a distance ot'307.89 feet; THENCE, North 21° 35' 26" West a distance of 232.20 feet: THENCE, North 29° 10' 57" West a distance of 79.63 feet; THENCE. North 43° Q9' 55" West a distance of 152.91 feet; THENCE, North 49° 41' 05" West a distance of 28.5I feet to the Point Of Beginning. Pane 2 of3 X6396 -F The above described parcel of land containing 168;495 square feet or 3.57 acres of land, having a centerline length of 5105.0 feet or 309.40 rods and is subject to any easements, conditions andlor restrictions that may exist on or within its lines. SURVEYOR'S STATEMENT 1, Brian L. Forbes under contract to Enterprise Products to survey the above described Right Of Way, state the description hereon is a correct representation of a survey made under my authority commencing on June 23, 2008. REFERENCE DRAWThlG Exhibit B (16596-F) Page 3 or 3 SECTION 29, 32 & 33, TOWNSHIP 5 SOUTH, RANGE 96 WEST of the 6th P.M. 0O S 88.24'48' C O 6 NWNW INENW SCALE' 1" = 2000' 500' 0 2000' srATE OF COLORADO COUNTY OF GARFIELD APPARENTOWNERSHIP DERRY PETROLEUM ComPANY &MARATHON On COMPANY LEGEND FOUND MONUMENT SECTION CORNER noa FOUND MONUMENT QUARTER CORNER 0 RIGHT OF WAY CORNER BASIS OF BEARINGS WEST UNE OF NW 1/4 OF SECTION 33 AND BEARING N 1' 36'2T E MONUMENTED AS SHOWN, STATEMENT OFSVREjYOR t0 . K! a D W Z SWNW 1 NWNE ,NENE ISDN 15VNE ISENE 1 GvQ 1 NWsv HMI: —29— —AuTuvE 1 PARCEL 1 MGM* OF WAY SEDETAIL "A SHEET EET 2 wH a: NwsE C SEW c� In S{ m tv `'? N Rm,c, Mty am GLO BC N./ S 88.27'35' E N 88.18'30' W 2646.96' 2628.36' NWNV I ENW MWNE JSVNE SWNW IsENwr N15 Ifs+E� —e 2e" Irl INWSE S8819'05'E_ 199.2s, SWSW 1 NESE N TS glE— — 3;o I t4 S �L Uma 8'16'68'E ��']YPICuLRAW, `\ r� Cays7Ri(C7 w � r E4sE VT �h h tr t \•' ' v r 1, roe / h / NVNW1 NEN NWNE NENE W I W 1 __ 1 I SWHVI— S£NVEWNT - " isENE— z" 1 J 1 PROFasfn AN—la Pyr COMANNWOR PARC L E 1 PIPELINE �o 1 RJGstOF WAY 1 < EE' DErA :' ' SHEET 3 7� 'rWa^E i � 1SESE b Jb i1 WSW Ss SV Islrsv S88.21'43'E c, 2642.40'''v t5 1 BRAN 1, FORBES UNDER CONTRACT TO ENTERPRISE PRODUCTS TO SURVEY THE CENTERLINE QF THE PIPELINE SHOWN HEREON MADE UNDER MY AIJTHOURRY. COMMENCING ON THE 23rd DAY OF JUNE. 2008 , STATE THIS MAP REPRESENTATION OF THE SAID SURVEY. THE ABOVE SHOWN RIGHT OF WAY BEING SUBJECT TO ANY EASEMENTS RESTRICTIONS THAT MAY EXIST ON AND WITHIN ITS LINES PARCEL I PERMANENT RICHT EF Vey 134,407 Sq Fi 3.09 Ac. PARCEL II PERMANENT RTCN T Cr WAY '.35,629 Sq Ft 3.11 AC. Total Remanent R—Q-•W Width tS Left, w f8_ Right of Oen __Z110.Q Feet, 475,52 Rods PARCEL 1 �i 1$LLB�L N. ASEH NT 207,573 Sq Ft 4,77 A. PARCEL II DHSTRUCTInN CSEp:.EN T 192,844 Sq Ft 4.43 Ac. 33 Feet, terlin e. 6•20 Acres. RIFFIN & ASSOCIATES, INC. 1414 ELX ST.., ROCK SPRINGS, WY 82901 DRAWN: 7/25V8 seALE 1"+12000' REVISED: 9!1&09. KRH DRG JOB No. 16596-D REVISED BOUNDARY E»IFerrB SHEET 1 OF4 588'23'37' E 2636,69' 4G .5> RIGHT OF WAY ISA CORRECT CONDITIONS OR RAS.• •, '9005 ��. �rr. I-� re AMAP � A PIPELINE RIGHT OF WAY IN SECTIONS 29, 32 & 33 T5S, R96W, 6th P.M. GARFIELD COUNTY, COLORADO PREPARED FOR: ENTERPRISE PRODUCTS A d40 kF L k•' PO; r n"4 vs 2 CLO BC 1 SOUTHWEST CORNER SEC. 32, T5S.R96w NMANwSE SESW.SV S: SECTION 29 SECTION 32 1 GLO BCI SOUTH 1/4 CORNER SEC. 32. T5S, R96V NV<,E L4 L24 DETAIL "A" RIGHT OF wAY L5 -Ca $ ' Com. PARCEL 1 PERI4ANENT RIGHT OF WAY 134.407 Sq F t 109 At. PARCEL 1 CONSTRUCTION EASEHENT 207,573 Sq Ft 4,77 Ac. N 88'16'30' W 2628 36' SCALE 1" 400' 150' 0 400' eThelimairimmummi { r. oI ��. . ref ' ` F , Cr, .moi' 1 • SESE NENE ti RIGHT Or wAY CENTERLINE OF PROPOSED PIPELINE - 4070.t' OLD BC SOUTHEAST CORNER SEC. 32. T5S. R96V N 2 U Ls1 SECTION 33 SECTtOri ?R 2 tsar)s -soaa DRAWN: 4111108 REVISED: 9118/78 - K1;•H RIFFIN & ASSOCIATES, INC. 1414 ELK sr, ROCK SPRINGS, WY 82901 SCALE: 1"x401' DRG J09 No. 16596-0 REVISED BOUNDARY EXHIBITS SHEET 2OF4 A MAP SHOWING A PIPELINE RIGHT OF WAY IN SECTIONS 29, 32 & 33 T5S, R96W, 8th P.1 GARFIELD COUNTY, COLORADO PREPARED FOR: ENTERPRISE PRODUCTS GLO BC WEST 1/4 CORNER SEC. 33, T. R96L• C7 a 427 S88`19'05•E • r• . ¢ -x 159.25' ro U.1U Col 4s L31 L 32 NWSW 1.34 DETAIL 'A" T 1 ! 1 NESw SCALE 150' 0 1"400' 400' BERRY PETROLEUM' COMPANY & WAR4THONOIL COMPANY 1 1 I -1 1 PARCEL II PERMANCH1 RIrHT Elf WAY 135,629 Sq Ft 311 Ac PARCEL II ;C.NSTRUCTIEN EASEMENT 192,844 Sq f t 4.43 Ac. CENTERLINE Oi PROPOSED PIPELINE = 37759' GLO BC SOUTHWEST CORNER SCC. 33, ISS, R96w 1,5)j 1C5Z- L55 SES W z. ; :rte` <1." (O7J0624W28 .7Ji+.� 'AO Lig Lig RIFFIN & ASSOCIATES, INC. 1414 FLK ST, ROCK SPRINGS, WY 82901 DRAWN: 4/11/08 SCALE. 1' = 400' REVISED: 9/75108 - KRH ORO JOB No_ 16596-0 REVISED BOUNDARY EXHIBIT B SHEET 3 OF L46 au_ L. L52 t c , 1�a h 3l (s� 2642.40' VI c CEC 33. TSS, R56w SE* 1, T6S, R97V GLO 9C SOUTH 1/4 CORNER SEC. 33, T5S, R965.1 C' A MAP SHOWING A PIPELINE RIGHT OF WAY IN SECTIONS 29, 32 & 33 T5S, R9EW, 6th AM. GARFIELD COUNTY, COLORADO PREPARED FOR; ENTERPRISE PRODUCTS PARCEL 1 # DIRECTII7N bISTANCE LI S 88'23'49' E 33.81' L2 S 10.56'44' E 498.27' 1.3 S 44'03'22' E 8.89' fL4 S 89'56'58' E 768.43' L5 N 85.5016' E 1528.32' 16 S 62'19'42' E 27.00' 17 S 4210'08' E 103.62' 1.8 S 25`43'54' E 238.80' 19 S 35.45'46' E 57.66' 1_10 S 44'04'53' E 12044' 111 S 29'37'05' E 67.43' L(2 S 39'0216' E 1553.35' 113 S 391144' E 69.20' L14 S 01'38'227' 'd 49.80' L15 N 39'51'44' w 106.74' L16 N 39'02'16' W 1556.30' L17 N 29'37'05' W 65.96' L18 N 4414'53' v 118.85' L19 N 35'45'46' W 62.96' 1 L20 N 25.43'54' W 236.93' L21 N 42410'08' w 9299' 1.22 14 62'19'42' v 11.72' 123 S 85'50'36' W 52012' 124 14 89.36'58' W 783.61' L25 14 44.03'22' W 32.67' 126 14 10'56'44' w 515.43' DETAIL 'A" PARCEL DIRECTION DISTANCE 127 S 8819'05' E 39.39' L28 S 31'25'04 E 224.77' 129 S 28'08'17' E 556.46. L30 S 25'23'46' E 131 S 22.52'14' E 208,35' 37.80' 1.32 N 67'07'46• E 49.93' 1.33 S 26'47'58' E 180.00" L34 S 5D'40'06' W 70.62' 435 S 19'56'24' E 158.23' 136 S 26"3518' E 234.73' L37, S 24.02'46' E 167.12' 138 S 28'3214' E 236.75' L39 S 34.55'48' 8 134.08' L40 5 49.18'11' E 30.91' 141 S 65'25'17' E 3492' 1,42 5 86'18'24' E 114.69' 143 N 84.40'40' E 84.96' 1.4 4 N 73'00'42' E 39204' 145 N 74*51'20' E 407.76' L 46 N 85'04'44' E 39.33. L47 S 45'2$'20' E 45.84' 148 5 39'01'11' E 436,84• 149 5 01.40'24' W 50.61' 150 N 39'01'11' W 475.36' 1.51 1.52 N 45'28'20' V 28.79' S 85'04'44' W 21.18' 153 5 74'51'20' W 404.28' 154 S 73'00'42' V 394,88' 155 S 8040'40' V 90.94' 156 N 8618'24' V 123_38' 1-57 14 65'25'17' V 45.67' 1.58 N 49'I8'1l' w 39,74' 459 N 34'55'48' w L60 N 28'322.34' v 239.88' L61 N 24'02'46• V 15749' 162 N 26'35'18' v 235.91' L63 N 19'56'24' w 266.10' L64 N 22.52'14' V 129.16' L65 14 25'23'46' w 206.83' L66 N 2B'08'17' V 554.73' 1_67 IN 31'25'04' w 245.34' PLS COLORADO 25357 15512 .142-54.2* RIFFIN & ASSOCIATES, INC. 1414 ELK ST., ROCK SPRINGS, WY 82901 DRAWN: 4111108 SCALE:: 9"= 300' REVISED: 9615108 - xRN REVISED BOUNDARY DRG JOB No. 16598-0 EXHIBIT 8 SHEET 4OP4 A MAP SHOWING A PIPELINE RIGHT OF WAY 1N SECTIONS 29, 32 & 33 T5S, R96W, 6th P. GARFIELD COUNTY, COLORADO PREPARED FOR: ENTERPRISE PRODUCTS EXHIBIT A LEGAL DESCRIPTION PROPOSED RIGHT OF WAY SITUATE IN THE SEl14SWU4, THE SW114SE1/4 AND THE SEIl4SEIM OF SECTION 29 AND THE NEIf4NE114 OF SECTION 32 AND THE SW1l4 OF SECTION 33, T 5 5, R 9fi W, 61h P.M., IN BERRY PETROLEUM COMPANY AND MARATHON OIL COMPANY LANDS REVISED: AUGUST 15, 2008 PARCEL 1 A parcel (Aland for a Right Of Way situate in the southeast quarter of the southwest quarter, the southwest quarter of the southeast quarter and the southeast quarter of the southeast quarter of Section 29 and in the northeast quarter of the northeast of Section 32 in Township 5 South and Range 96 West of the Sixth Principal Meridian in Garfield County, Colorado and being described as tallows: Considering the west tine of the northwest quarter of the said Section 33 as bearing North 1° 38' 27" East and all the bearings contained herein are referenced front The terminus of the said west line being monumented with brass caps set by the U. S. General Land Office survey in 1917. Commencing at the southwest corner of the said Section 29; THENCE, North 62053' 56" East, a distance of 2751.26 feet to the Point of Beginning on the north line of the said southeast quarter of the southwest quarter of Section 29; THENCE, along the said north line of the southeast quarter of the southwest quarter of Section 29, South 88° 23' 49" East a distance of 33.81 feet; THENCE, South 10° 56' 44" East a distance of 498.27 feet; THENCE, South 440 03' 22" East a distance of 8.89 feet; THENCE. South 890 56' 58" East a distance of 768.43 feet; THENCE. North 85° 50' 36" East a distance of 528.32 feet: THENCE, South 62° 19' 42" East a distance of 27.00 feet; THENCE, South 42° 10' 08" East a distance of 103.62 feet; THENCE, South 25° 43' 54" East a distance of 238.80 feet; THENCE, South 35045' 46" East a distance of 57.66 feet; THENCE, South 44° 04' 53" East a distance of 120.64 feet; THENCE, South 29° 37' 05" East a distance of 67.43 feet; THENCE, South 390 02' 16" East a distance of 1553.35 feet; THENCE, South 39° 51' 44" East a distance of 69.20 feet to the east line of the said northeast quarter of the northeast quarter of Section 32 and from which the northeast corner of the said Section 32 bears North 1° 38' 27" East a distance 01813.33 feet THENCE, along the said east line of the northeast quarter of the northeast quarter of Section 32, South OI" 38' 27" West a distance of 49.80 feet; THENCE, North 39° 51' 44" West a distance of 106.74 feet; THENCE, North 39° 02' 16" West a distance of 1556.30 feet; THENCE, North 29° 37' 05" West a distance of 65.96 feet: THENCE. North 440 04' 53" West a distance of 1 18.85 feet: Page 1 of 3 16`4a•h THENCE. North 35` 45' 46" West a distance of 62.96 feet; THENCE, North 25° 43' 54" West a distance of 236.93 feet: THENCE, North 42° 10' 08" West a distance of 92.99 feet; THENCE, North 62° 19'42" West a distance of 11.72 feet; THENCE, South 85° 50' 36" West a distance of 520.12 feet; THENCE, North 89° 56' 58" West a distance of783.61 feet; THENCE, North 44° 03' 22" West a distance of 32.67 feet; THENCE, North 10° 56' 44" West a distance of 515.43 feet to the Point of Beginning. The above described parcel of land containing 134,407 square feet or 3.09 acres (Aland, having a centerline length of 4070.1 feet or 246.67 rods and is subject to any easements, conditions and/or restrictions that may exist on or within its lines. PARCEL, A parcel of land for a Right Of Way situate in the southwest quarter of Section 33 in Township 5 South and Range 96 West of the Sixth Principal Meridian in Garfield County, Colorado and being described as follows: Considering the west line of the northwest quarter of the said Section 33 as bearing North 1° 38' 27" East and all the bearings contained herein are referenced from. The terminus of the said west tine being monumented with brass caps set by the U. S. General Land Office survey in 1917. Conunencing at the west quarter corner of the said Section 33; THENCE, along the north line of the said southwest quarter of Section 33, South 88°19' 05" East a distance of 199.25 feet to the Point of Beginning; THENCE, along the north line of the said southwest quarter of Section 33, South 88° 19' 05" East a distance of 39.39 feet; THENCE, South 31° 25' 04" East a distance of 224.77 feet; THENCE, South 28" 08' 17" East a distance of 556.46 feet; THENCE, South 25' 23' 46" East a distance of 208.35 feet; THENCE, South 22° 52' 14" East a distance of 37.80 feet; THENCE, North 67° 07' 46" East a distance of49.93 feet; THENCE, South 26° 47' 58" East a distance of 180.00 feet; THENCE, South 50° 40' 06" West a distance of 70.62 feet; THENCE, South 19° 56' 24" East a distance of 158.23 feet; THENCE, South 26° 35' 1$" East a distance of 234.73 feet; THENCE, South 24" 02' 46" East a distance of 167.12 feet; THENCE. South 28° 32' 34" East a distance of 236.75 feet; THENCE, South 340 55' 48" East a distance of 134.08 feet: THENCE, South 49° 18' 11" East a distance of 30.91 feet; THENCE, South 650 25' 17" East a distance of 34.92 feet: THENCE, South 86¢ 18' 24" East a distance of 114.69 feet; THENCE. North 840 40' 40" East a distance of 84.96 feet; THENCE, North 73' 00' 42" East a distance of 392.04 feet; Page 2 of 3 16=96-A THENCE, North 74° 51' 20" East a distance of 407.76 feet: THENCE. North 85° 04' 44" East a distance of 39.33 feet; THENCE, South 45° 28' 20" East a distance of45.84 feet; THENCE, South 39° 01' 11" East a distance of 438.84 feet to the cast line of the said southwest quarter of Section 33 and from which the south quarter corner of the said Section 33 bears South 1' 40' 24" West a distance of -604.94 feat; THENCE, along the said east line of the southwest quarter of Section 33, South 01° 40' 24" West a distance of50,61 feet: THENCE, North 39° 01' 11" West a distance or 475.36 feet; THENCE, North 45° 28' 20" West a distance of 28.79 feet; THENCE, South 85° 04' 44" West a distance of 21-1.8 feet; THENCE, South 74° 51' 20" West a distance of 404.28 feet; THENCE, South 73° 00' 42" West a distance of394.88 feet; THENCE, South 84° 40' 40" West a distance of 90,94 feet; THENCE, North 860 18' 24" West a distance of 123.38 feet: THENCE, North 65° 25' 17" West a distance of45.67 feet; THENCE, North 49° 18' 11" West a distance of 39.74 feet: THENCE, North 34° 55' 48" West a distance of 140.08 feet; THENCE. North 28' 32' 34" West a distance of 239.88 feet; THENCE. North 240 02' 46" West a distance of 167.69 feet; THENCE; North 26° 35' 18" West a distance of 235.91 feel: THENCE, North 19` 56' 24" West a distance of 266.10 feet; THENCE. North 220 52' 14" West a distance of 129.16 feet; THENCE, North 25° 23' 46" West a distance of 206.83 feet; THENCE. North 28° 08' 17" West a distance of 554.73 feet: THENCE, North 310 25' 04" West a distance of 245.34 feet to the Point Of Beginning_ The above described parcel of land containing 135,629 square feet or 3.1 1 acres of land, having a centerline length of 3775,9 feet or 228.84 rods and is subject to any easements. conditions andior restrictions that may exist on or within its lines. SURVEYOR'S STATEMENT I, Brian L. Forbes, undcr contract to Enterprise Products to survey the above described Right Of Way, state the description hereon is a correct representation of a survey made under my authority commencing on June 23, 2008. REFERENCE DRAWING Exhibit B (1659(5-D) pL F{r�. . PI.S (V.4,RA): O', ?" 53fii t,pU .61/757 Pg Page3 of3 PIPELINE EASEMENT AGREEMENT STATE OF COLORADO COUNTY OF GARFIELD THIS PIPELINE EASEMENT AGREEMENT (this "Agreement"), made this 8th day October, 2008, between Marathon Oil Company, an Ohio corporation, with offices at 5555 San Felipe, Houston, Texas 77056, ("GRANTOR") and Enterprise Gas Processing, LLC., a Delaware limited liability company, with offices at c/o Land Department, 2727 North Loop West, Houston, Texas 77008-1044 ("GRANTEE" and, together with GRANTOR, the "Parties"). WITNESSETH: WHEREAS, GRANTOR is the owner of certain real property in Garfield County, State of Colorado; and WHEREAS, GRANTOR desires to grant and GRANTEE desires to acquire certain rights in and to a portion of said real property; NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. GRANT. GRANTOR hereby grants and conveys unto GRANTEE, its successors and assigns, subject to the terms and conditions hereof, a limited, non-exclusive right-of-way and non-exclusive easement in, on, over, under or through certain lands located in Section 1, Township 6 South, Range 97 West, and in Sections 29, 32 and 33, Township 5 South, Range 96 West of the 661 RM., Garfield County, Colorado, as limited and more particularly described in Exhibit "A" attached hereto (the "Easement Area"). The right-of-way and easement granted herein shall be 33 feet in width, with the centerline of said right-of-way and easement being situated as described in Exhibit "A", and shall be used for the sole purpose of surveying, laying, constructing, operating, inspecting, maintaining, repairing, replacing, and removing one 20 -inch gathering pipeline and one 16 -inch (or larger) discharge pipeline (each with valves, launchers, receivers, meters, fittings, appliances, and related facilities and appurtenances) for the transportation or transmission of natural gas and associated liquids and gases (collectively, "the Pipelines"). In addition, GRANTOR hereby grants and conveys unto GRANTEE a temporary construction easement to be used solely in connection with laying and constructing the Pipelines and only for so long as such laying and construction activities shall occur. The temporary construction easement shall be a strip of land fifty feet wide directly adjacent and parallel to the west side of the right of way and easement described in Exhibit "A". GRANTOR hereby grants and conveys to GRANTEE the right of ingress and egress in, on, over, across and through the Easement Area for any and all purposes reasonably necessary or incident to the exercise by GRANTEE of the rights granted herein. TO HAVE AND TO HOLD said right of way and easement unto GRANTEE, its successors and assigns, for the purposes stated above, and subject to the terms and conditions set forth herein. 2. LIMITATIONS ON GRANT. a. The right-of-way and easement granted herein is non exclusive and, except as otherwise provided herein, GRANTOR reserves unto itself and successors, assigns and lessees, all rights and uses in, to, over, under or appurtenant to the Easement Area. Without limiting the generality of the foregoing, GRANTOR AND GRANTEE acknowledge and agree that Berry Petroleum Company owns an interest in, and will have similar, non-exclusive rights to, the Easement Area. The rights granted herein do not include the right to explore for or produce oil, gas or other minerals, and do not include agricultural, farming, ranching or hunting rights. b. GRANTOR reserves the right for itself and its successors, assignees and lessees to explore for, mine, and remove oil shale, oil and gas, ores and other minerals and other substances in, on, under or proximate to the Easement Area. Without affecting, or limiting the generality of, the foregoing, GRANTEE acknowledges and agrees that all or portions of the Easement Area, aniong other areas, are subject to oil and gas leases which allow the lessor thereof to require the lessee thereof to change, cease the use of or relocate any of the lessee's facilities located on the lands covered by such leases at any time on or after January 1, 2018, and that the costs of such change, cessation or relocation shall be borne by the lessor in decreasing increments, and by the lessee in corresponding increasing increments, over a 17 -year period ending on December 31, 2035, after which time the lessee is responsible for all such costs. GRANTEE acknowledges that it has reviewed such oil and gas leases, and agrees, upon receipt of an appropriate and timely demand from the lessor, to change, cease the use and/or relocate the Pipelines and any other facilities constructed or installed by GRANTEE on the Easement Area, and to pay its share of the costs of such change, cessation or relocation in accordance with the terms of the applicable oil and gas leases. GRANTEE acknowledges that GRANTOR shall have no responsibility to pay any portion of such costs. c. GRANTEE acknowledges and agrees that the right-of-way and easement granted herein is made subject to any exceptions and reservations of record, including all existing easements, rights-of-way, licenses, leases and other agreements affecting the surface or subsurface of the Easement Area, and GRANTOR further reserves the right to grant other rights of way, easements, licenses or other rights to third parties to cross over or under, or to use, the Easement Area. d. GRANTEE is solely responsible for obtaining and performing the conditions of any necessary governmental consents, permits, licenses or authorizations, and all third party 2 consents, prior to conducting activities on the Easement Area pursuant to this Agreement. GRANTEE shall provide GRANTOR (promptly upon GRANTEE's receipt thereof or concurrently with GRANTEE's filing thereof, as applicable) copies of all governmental (including environmental) permits, licenses or authorizations and notices received or obtained by GRANTEE from any governmental authority e. GRANTEE shall use the right-of-way and easement granted herein in such manner as to minimize adverse impacts on the use and enjoyment by GRANTOR of its adjoining property, including use thereof for exploration, mining, oil shale development, oil and gas development, farming, ranching, land development, and other uses; provided that GRANTOR agrees not to build, create or construct any permanent obstruction, building, reservoir, engineering works or other structure over, under, or on the Easement Area which is reasonably likely to adversely affect GRANTEE's enjoyment of the rights granted herein without the express prior written consent of GRANTEE, which shall not be unreasonably withheld, delayed or conditioned. f. GRANTEE shall not locate, install or construct any surface installation on any part of the Easement Area (except for valves, meters, fittings, appliances, and related pipeline equipment and facilities) without the prior written approval of GRANTOR, which approval is separate from and in addition to any rights granted in this Pipeline Easement Agreement. g. GRANTEE shall segregate top -soil removed in connection with its activities on the Easement Area from other material removed by GRANTEE, and to replace such topsoil and regrade the Easement Area to its original topography on completion of any such activity. GRANTEE further agrees to insure that the Easement Area shall be left free of any large stones, holes, or piles of dirt which would interfere with farming, ranching and/or other operations thereon. All stones, brush and debris uncovered on, removed from or deposited on GRANTOR's lands as the result of activities conducted on the Easement Area shall be disposed of at GRANTOR's reasonable direction and at GRANTEE's sole cost. Except as otherwise provided herein, all areas disturbed as the result of activities conducted on the Easement Area shall be reseeded within 180 days of completion of the activity resulting in the disturbance, or by such earlier date as shall be required by applicable law, with seed mixes approved by GRANTOR or GRANTOR's agricultural lessee(s). Reseeded areas shall be properly mulched except in pastures and hay fields. h. GRANTEE shall replace or rebuild, to the reasonable satisfaction of GRANTOR, any and all parts of any road or any drainage or irrigation system or other improvement on or proximate to the Easement Area utilized in connection with construction or maintenance of the Pipelines or that may be damaged or destroyed as a result of GRANTEE's activities conducted on the Easement Area. Upon completion of any Pipeline construction, replacement, substitution, relocation, or removal activities on the Easement Area, GRANTEE shall grade all sections of permanent roads on GRANTOR's lands which were degraded in connection with said activities. GRANTEE shall repair and maintain any existing roads, whether or not owned by GRANTOR, used by it in connection with its activities hereunder. i. GRANTEE shall have the right to cross fences on the adjoining property of GRANTOR whenever such crossing shall be reasonably necessary in conducting activities permitted under this Agreement. GRANTEE shall maintain a proper enclosure at all times and shall restore such fences to a condition equal to or better than their condition prior to such crossing as promptly as possible; provided, however, that GRANTEE shall not be responsible for a lack of proper enclosure or for restoration of fencing if caused by someone other than GRANTEE, its employees, agents, contractors, subcontractors, or invitees. GRANTOR reserves the right to fence the whole or any part of the boundaries of the Easement Area, and the right to build fences crossing the Easement Area. j. GRANTEE shall bury the Pipelines and any related subsurface facilities at least thirty-six (36) inches below the surface except in those areas where rock is encountered that would otherwise require blasting, in which case, the facilities shall be buried a minimum of eighteen (18) inches below the surface. k. Except as otherwise provided herein, GRANTEE shall properly backfill and compact disturbed ground, excavated pipeline trenches, and other excavations in connection with its activities on the Easement Area. Compaction of disturbed areas in hay fields and pastures shall be accomplished using hydro -compaction methods followed by replacement of topsoil, free of stones and other debris. Immediately upon completion of any activity conducted on the Easement Area, GRANTEE shall repair damage to open irrigation and drainage ditches by using proper mechanical ditch channel compaction methods and by reestablishing pre -disturbance grades and flowlines. All culverts and buried irrigation system pipelines damaged by GRANTEE's activities on the Easement Area shall be replaced by GRANTEE immediately upon completion of the activity. 1. GRANTEE shall ensure that irrigation systems damaged by its activities conducted on the Easement Area are restored to their proper operating condition and that areas of settling and slumping in GRANTOR's fields and pastures, caused by the activities permitted hereunder, are permanently restored to field grade. m. GRANTEE shall submit the Pipeline engineering design and surveys to GRANTOR for approval prior to commencement of Pipeline laying and construction activities on the Easement Area. GRANTEE shall also maintain current as -built drawings for the Pipelines and all of its surface and subsurface facilities located within the Easement Area and shall provide GRANTOR with copies of such drawings. n. GRANTEE shall compensate GRANTOR's agricultural or surface lessee(s) for all damages to crops and other damages and losses suffered by such lessee(s) as a result of its activities conducted on the Easement Area. o. GRANTEE shall take all necessary precautions to prevent brush, grass or forest fires on or near the Easement Area, and shall meet or exceed all regulatory requirements for fire suppression on the Easement Area. 4 p. GRANTEE shall neither use or possess, or permit the use or possession of, firearms, explosives, weapons, alcoholic beverages, illicit or unprescribed drugs or drug paraphenalia, dogs or other pets on or near the Easement Area. Hunting, fishing, and the recreational use of motor bikes and all -terrain and similar vehicles is prohibited on or near the Easement Area. GRANTEE shall notify all employees, contractors, subcontractors and invitees of such restrictions, and shall be responsible for their compliance with these provisions. Any individual or entity violating this clause (p) will be asked to leave the Easement Area and will not be permitted to return. q. GRANTEE shall control noxious weeds of any kind on the Easement Area; provided that GRANTEE shall not engage in any non -biodegradable chemical spraying without the prior written consent of GRANTOR. r. GRANTEE shall have no right to use any water or water rights of GRANTOR and GRANTEE shall ensure all fresh water used on the Easement Area has a legal source. GRANTEE shall share in the cost of conducting annual testing of surface and groundwater sources on and proximate to the Easement Area to detect any contamination if required. s. GRANTEE shall prepare a Stormwater Management Plan and obtain a Construction Stormwater Discharge Permit as required by the Colorado Department of Health, and to conduct its activities hereunder in compliance with such Plan and Permit. GRANTEE shall promptly report any discharges, Ieakage, spillage, emission or pollution of any type resulting from its activities hereunder to GRANTOR and applicable governmental authorities in accordance with applicable law. GRANTEE, at its sole expense, shall clean and remediate all affected lands, soils and water sources in accordance with applicable laws. t. GRANTEE shall provide GRANTOR with a copy of its emergency response plan along with a list of 24-hour emergency contacts responsible for GRANTEE's operations on the Easement Area prior to commencement of any such operations. 3. TERM OF AGREEMENT. This Agreement shall be effective beginning Gc`h 1 er 2008 and shall continue so long as GRANTEE continues to use, operate or maintain the Pipelines and associated facilities in the Easement Area without interruption for more than one hundred eighty (180) consecutive days, or until termination of that certain Services Agreement dated as of September 11, 2007, by and between Marathon Oil Company and GRANTEE, whichever shall first occur or unless terminated or canceled prior thereto in the manner provided for herein. 4. PAYMENTS. In partial consideration of the rights granted herein, GRANTEE has paid to GRANTOR the sum of dollars ( upon execution of this Agreement, and GRANTOR hereby acknowledges receipt of such amount. 5. USE OF EASEMENT AREA. 5 a. All activities permitted under this Agreement shall be performed and conducted by GRANTEE in a safe, and workmanlike manner, and in compliance with applicable federal, state and local rules and regulations and GRANTOR's applicable health, safety and environmental standards and policies. GRANTEE shall maintain the Pipelines and associated facilities in a good and safe operating condition consistent with Pipeline practices in the general area of the Easement Area. Prior to exercising any rights granted hereunder, GRANTEE shall give written notice of GRANTEE's planned construction activities to all persons holding any rights, licenses, permits, easements or leases to use the surface of the Easement Area and lands used for access thereto. b. All activities permitted pursuant to this Agreement shall be performed by or under the direction of GRANTEE, and GRANTEE shall not permit, unless otherwise authorized by GRANTOR, public easements, public facilities, or public roads over or under the Easement Area. 6. INDEMNIFICATION. GRANTEE AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD GRANTOR AND ALL OF GRANTOR'S AFFILIATED AND PARENT AND SUBSIDIARY COMPANIES, JOINT VENTURERS AND PARTNERS, CO-OWNERS, AND ALL OF THE AFORESAID ENTITIES' OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, EMPLOYEES, AGENTS, INVITEES AND INSURERS ("INDEMNITEES") HARMLESS, FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, INJURY, COSTS (INCLUDING ATTORNEY FEES), EXPENSES, FINES, PENALTIES, CLAIMS, DEMANDS AND CAUSES OF ACTION OF ANY NATURE (COLLECTIVELY, "LOSSES") ARISING OUT OF, OR IN ANY WAY CONNECTED WITH GRANTEE'S ACTIVITIES OR OPERATIONS UNDER THIS AGREEMENT OR ON THE EASEMENT AREA, FOR INJURY TO OR ILLNESS OR DEATH OF ANY PERSON (INCLUDING BUT NOT LIMITED TO ANY INDEMNITEE OR AN EMPLOYEE OR AGENT OF GRANTEE OR GRANTEE'S CONTRACTORS OR SUBCONTRACTORS OR ANY THIRD PARTY) OR FOR LOSS OF OR DAMAGE TO PROPERTY (INCLUDING BUT NOT LIMITED TO PROPERTY OF INDEMNITEES, GRANTEE, GRANTEE'S CONTRACTORS OR SUBCONTRACTORS OR ANY THIRD PARTY) OR FOR VIOLATION OF ANY FEDERAL, STATE OR LOCAL LAWS, RULES, REGULATIONS, AND ORDERS INCLUDING BUT NOT LIMITED TO THE COMPREHENSIVE ENVIRONMENTAL, RESPONSE, COMPENSATION, AND LIABILITY ACT OF 1980, AS AMENDED (CERCLA) AND THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, AS AMENDED (RCRA). SUCH INDEMNITY SHALL NOT APPLY TO LOSSES TO THE EXTENT ATTRIBUTABLE TO AN INDEMNITEE'S SOLE NEGLIGENCE. 7. GRANTEE INSURANCE REQUIREMENT. Without in any way limiting GRANTEE's liability under this Agreement, GRANTEE shall maintain, during the term of this Agreement, the following insurance with companies and on terms satisfactory to GRANTOR: 6 a. Worker's Compensation and Employers' Liability Insurance as prescribed by applicable law. The limit of liability for Employers' Liability Insurance shall not be less than $I,000,000 per occurrence. b. Comprehensive or Commercial General Liability Insurance (Bodily Injury and Property Damage), including the following supplementary coverages: Contractual Liability; Product and Completed Operations Liability Insurance; Broad Form Property Damage Liability Insurance; and coverage for Explosion, Collapse and Underground Hazards. The limit of liability for such insurance shall not be less than $1,000,000 per occurrence. c. Automobile Bodily Injury and Property Damage Liability Insurance. Such insurance shall extend to owned, non -owned and hired automobiles used in the performance of this Agreement. The limits of liability of such insurance shall not be less than $1,000,000 per person/ $1,000,000 per occurrence for bodily injury and $1,000,000 per occurrence for property damage. The insurance specified in this Section 7 shall contain a waiver of subrogation against GRANTOR, and shall name GRANTOR as an additional insured with respect to the activities performed pursuant to this Agreement. In addition, said insurance shall include a requirement that the insurer provide GRANTOR with 30 -days' written notice prior to the effective date of any cancellation or material change of the insurance. PRIOR TO HAVING ANY RIGHT TO ACCESS THE LANDS SUBJECT HERETO OR EXERCISING ANY OF THE RIGHTS GRANTED IN THIS AGREEMENT, GRANTEE MUST FURNISH GRANTOR WITH CERTIFICATES OF SAID INSURANCE PROVIDING THE COVERAGES AND ENDORSEMENTS REQUIRED HEREIN. 8. TAXES, LIENS AND ENCUMBRANCES. GRANTEE shall pay promptly and before delinquency all property and similar taxes and assessments levied or assessed upon or against the Easement Area during the term hereof, by reason of, or resulting from, GRANTEE's activities under this Agreement in relation to the Pipelines and associated facilities, and to reimburse GRANTOR for any increase in property or similar taxes paid by GRANTOR resulting from the value of such Pipelines and associated facilities, whether or not separately assessed. GRANTEE shall pay all taxes levied or assessed upon or against GRANTEE's Pipelines and associated facilities and operations on the Easement Area. GRANTEE shall pay all claims for labor and materials that may be furnished to it or on its behalf, and agrees to protect, defend, indemnify and hold GRANTOR harmless from and against all liens, encumbrances and claims that may be filed against the Easement Area in connection with its activities on the Easement Area and all liabilities, penalties, fines, payments, judgments, damages, losses, costs and expneses (including, without limitation, attorneys' fees and court costs) incurred and/or paid in connection with same. 9. TERMINATION. a. In the event of any default by GRANTEE in its obligations hereunder, GRANTOR may deliver to GRANTEE written notice specifying the default. If the default remains uncorrected for a period of thirty (30) days (five days in the case of a payment default) after delivery of the notice, this Agreement shall then terminate subject to the provisions herein concerning site reclamation and facility removal and subject to liabilities accrued prior to termination. b. If, at any time after GRANTEE begins construction of the Pipelines, GRANTEE fails to use the Easement Area or any part thereof for the purposes provided hereunder for more than one hundred eighty (180) consecutive days and fails to resume such use within 30 days of receipt of written notice from GRANTOR, GRANTOR may terminate this Agreement as to those parts of the Easement Area no longer used as above, by written notice to GRANTEE, subject to the provisions herein concerning site reclamation and facility removal and subject to liabilities accrued prior to termination. c. Upon any termination of this Agreement as to all or any part of the Easement Area, and unless otherwise approved by GRANTOR, GRANTEE shall dig up and remove its Pipelines and associated facilities at its sole cost and risk GRANTEE shall -have a period of 180 days from and after the effective date of termination in which to remove the Pipelines and all associated facilities from the Easement Area or from the part thereof as to which the termination applies. Upon such removal, GRANTEE shall place the Easement Area in a neat, safe and orderly condition and shall otherwise restore and reclaim the Easement Area to its condition on the date hereof and otherwise in compliance with all applicable laws. d. Upon termination of this Agreement as to all or any part of the Easement Area, GRANTEE shall execute and deliver to GRANTOR, within thirty (30) days after written demand therefor, a good and sufficient quit claim deed (or such other conveyance instrument as shall be reasonably acceptable to GRANTOR) to all interest of GRANTEE in that portion of the Easement Area so terminated. Should GRANTEE fail or refuse to deliver to GRANTOR such quit claim deed or other conveyance instrument, or if GRANTOR after a good faith effort to locate GRANTEE is unable to locate GRANTEE, then a written notice by GRANTOR, duly recorded, reciting the failure or refusal of GRANTEE to execute and deliver said quit claim deed or other conveyance instrument, or inability to locate GRANTEE, as herein provided, shall after ten (10) days from the date of recordation of said notice, be conclusive evidence against GRANTEE and al] persons claiming under GRANTEE of the termination of this Agreement or a portion thereof and all interest of GRANTEE hereunder as to that portion, subject to GRANTEE's obligation to remove its property within 180 days of such termination. E. Termination shall not extinguish any obligations of GRANTEE which have accrued at the time of termination, or which accrue hereunder upon termination. 10. DISCLAIMER OF TITLE WARRANTY. GRANTOR makes no, and hereby disclaims any, representations or warranties, express or implied, concerning title to the Easement Area. 8 11. TRANSFER OF INTEREST. The rights granted to GRANTEE under this Agreement shall not be assigned or otherwise transferred without the prior written consent of GRANTOR which shall not be unreasonably withheld, conditioned or delayed. Subject to the foregoing, all of the terms, covenants, and conditions of this Agreement shall be binding upon the successors and assigns of the Parties. The provisions of this Agreement are a covenant running with the land and shall extend to and be binding upon the successors and permitted assigns of GRANTOR and GRANTEE. 12. WAIVER CLAUSE. The failure of either Party to enforce, at any time, any of the provisions of this Agreement, or to exercise any option which is herein provided, or to require at any time, performance by the other Party of any of the provisions hereof, shall in no way be construed to be a waiver of such provision, nor in any way affect the validity of this Agreement or any part thereof, or the right of a Party to thereafter enforce each and every such provision. 13. APPLICABLE LAW. This Agreement and the exhibits hereto shall be governed as to validity, enforcement, construction, effect, and in all other respects, by the law of the State of Colorado, and its courts shall have jurisdiction to enforce this Agreement. 14. ATTORNEYS' FEES. In the event of a default by either Party in the performance of its duties, the court with the proper jurisdiction to resolve the dispute shall award reasonable attorney fees and costs to the prevailing Party or in such other manner as the court deems appropriate. 15. NOTICES. Any notices required or permitted under this Agreement shall be given in writing. The notice shall be served either personally or by registered or certified mail with return receipt requested. Service shall be effective when received. All notices hereunder shall be directed to the addresses set forth below or such substitute address or addresses as provided to the Parties at least thirty (30) days in advance of any notice. Present addresses to which notices shall be sent in accordance with the provisions of this section are: Grantor: Marathon Oil Company Attn: Land Manager New Ventures 5555 San Feliipe Houston, TX 77056 Facsimile: 713-296-4495 GRANTEE: Enterprise Gas Processing, LLC c/o Land Department 2727 North Loop West Houston, Texas 77998-1044 Facsimile: ( )-_- 9 16. CONFLICT OF INTEREST. No director, employee, or agent of either Party shall give to or receive from any director, employee, or agent of the other Party any commission, fee, rebate, gift, or entertainment of significant cost or value in connection with this Agreement. During the term of this Agreement and for 2 years, thereafter, any mutually agreeable representatives authorized by either Party may audit the applicable records of the other Party solely for the purpose of determining whether there has been compliance with this paragraph. The provisions of this paragraph will survive termination of this Agreement. 17. CONFIDENTIALITY. GRANTEE agrees that, except as required by regulatory authority having jurisdiction over GRANTEE or its activities on the Easement Area, it shall keep the terms and conditions of this Agreement confidential and not disclose them to any third party (other than GRANTEE's agents, consultants, counsel and other representatives having a need -to - know) without GRANTOR's prior written consent. In the event GRANTEE is required to provide a copy of this Agreement or disclose its terms and conditions to any regulatory authority, it shall be marked confidential (or the agency shall be informed of the confidential nature of the terms and conditions, as applicable) and the terms of paragraph 4 shall be redacted. The obligations contained in this paragraph 17 shall survive termination of this Agreement for a period of 365 days. LS. MEMORANDUM OF AGREEMENT. The Parties agree that this Agreement will not be recorded in any public records, including those of Garfield County, Colorado; provided, however, that at the request of either Party, the Parties shall execute and record a memorandum of this Agreement in recordable form evidencing the existence of this Agreement. 19. ENTIRE AGREEMENT. This Agreement and the exhibits hereto represent the full understanding of the Parties with respect to the subject matter hereof. [signature page follows] 10 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. Grantor: Marathon Oil Company Company By: Na r - : John C. Albert Title: Attorney -in -Fact Date: /C 111r1 STATE OF TEXAS COUNTY OF HARRIS 'PROVED TO FORM ) ss. Grantee: Enterprise Gas Processing, LLC Name: Michael A. Todd Title: Agent & Attorney in Fact Date: /1 -7 -.6.'—'7g - The foregoing instrument was acknowledged before me on this 7PI day of ✓' ' ` r� 2008 by John C. Albert, as Attorney -in -Fact of Marathon Oil Company. Witness my hand and notarial seal. My commission expires: *`4r, YARIlSLAVA A MARTINEZ I NoMComPublml ®IoStanExpirescsi s ohb ri3,9010 rtu. STATE OF 8iofigaid COUNTY OF 1) ;tJvc ) ss. NO r RY PUBLIC The foregoing instrumentlwas acknowledged before me on this day of OC7aker , 2008 by it r)fl ,7 /oGE as / wT i j/'T,-A.Y -1Ac f of Enterprise Gas Processing, LLC. Witness my hand and notarial seal. ssion expires: Say —1/ My Commission Expires 5/24/2411 11 NITAR 'UBLIC 3EMONI, TOWN3711P SODT$ RANGE 97 Kg °ftde EAL LET 2L LOT 10 N B8.071;E• ��� %7771C4L &O. / a STATEMP14T OFSURVEYOR: I, BRIAN L. FORBES UNDER CONTRACT TO ENTERPRi$E_PRQpUCTS TO SURVEY THE CENTERLINE OF THE PIPELINE RK HT OF WAY SHOWN HEREON MADE UNDER MY AUTHOURI Y, COMMENCING ON THE ?Std DAY Of JUNE, 2048 , STATE THIS MAP ISA CORRECT REPRESENTATION OF THE SA10 SURVEY. THE ABOVE SHOWN RIGHT OF WAY SEND SUBJECT TO ANY EASEMENTS, CONORIONS OR RESTRICTIONS THAT MAY EXIST ON AND WITHIN ITS LINES. FrEme E 1T RIGHT P.F VAY coNSTRUCTION `a,FE}ef1T 168,498 Sq Ft 233,823 Sq Ft 1E7 Ac. SSS Ac. Total Permanent R -O -W Width_33 Prat, 15 ) eft l9 , Right of Centertlna 5.1050 Toot �Rcds,w-1!T_Acres, ilRIFF1N & ASSOCIATES, INC. 0mJea l f414 ELN 3r, ROCK SPRJMG8, we 8?IX77 DRAIYN: 7,2&108 SCALE f"- WOO REVISED: Wf&58 • KRH 040.00 No MM., REVISEOi OW WIDTH ,EM7IBl78 soar t OF A MAP SHOWING A PIPELINE RIGHT" OF WAY IN SECTION 1, T6S, R97W 6th P.M. GARFIELD COUNTY, COLORADO PREPARED FOR: ENTERPRISE PRODUCTS GLO BC gaz 71.41/EST CORNER SECTION I, T6S, R97W S :8 LOT 20 LOT 21 2. . , E LOT 9 • DETAIL 'A" SEC. 33, T5S, R96V SEC, 1, 6S, R97V RIGHT OF WAY tr. LOT 19 L51 " LSO i L49 L47— K L45-- ,f••+ LOT 22 1, T. F� 4W RIGHT OF wAY —L13 L15 r LDT 10 MATCH LINE — irolt; RIFFIN & ASSOCIATES, INC. laa>t sea,aasa 1414 ELK ST., ROCK SPRINGS, WY82901 ORAWN. 4111/08 SCARE: 1"x SOO' REVISED: 9(SJ08 - KRH REVIVED ROW WIDTH ORD JOB No. 18590#' EXHIBIT B SHEET 2 OF4 1 CENTERLINE OF PR1 OSED PIPELINE 5165,0' 1 IY SCALE 1" 300' 150" 0 J00' LOT 2 A MAP SHOWING A PIPELINE RIGHT OF WAY IN SECTION 1, T6S, R97W, 6th P,M. GARFIELD COUNTY, COLORADO PREPARED FOR: ENTERPRISE PRODUCTS SOT 9 T LOT 16 N 88.07'0x, w s (/a 1474.b ¢` 'i f 'L DETAIL 'A" HATCH L1NE LDT 10 CENTERLINE OF PROPOSED PIPELINE 5105.5" so - E S "NT rfDN RIGHT or 'Jay; LOT 15 A./ GLA 9u L3J WEST 1/4 CORNER . 5CC. 1, T6S, R97'S ; r • 1 1 1 1 SCALE 150' 0 300" J00. � 1 LOT 1i LOT 14 Zi RIFFIN & ASSOCIATES, INC. 71$64 1414 ELK ST., ROCK SPRINGS, WY 82901 DRAWN: 411/05 scALE: 1-= 300• REVISED: 9/15/08- KRH ORO JOB No. 16595-F REVISED ROW WIDTH EXHIBIT B SHEET 3 OF 4 A MAP SHOWING A PIPELINE RIGHT OF WAY IN SECTION 1, T6S, R97W, 6th P.M. GARFIELD COUNTY, COLORADO PREPARED FOR: ENTERPRISE PRODUCTS DETAIL 'A" 14 D3RECTICIN 'DISTANCE 41 $ 86.22'48' E 51.06' 12 S 43'09'55' E 1149.32• 13 S 29'10'57' E 85.65' 14 S 21'33'26' E •J23353' L5 S 24'33'12' E 1308.22' 46 S 20'26'29' E J54.79, ) S 11•11.50' E 1207.85' 18 S 14'27'43' E 86.71' 19 S 36.25'01' E 33.87' 110 S 12.57'34' E 38.83' L11 S 32.17'34' 4 .54.45' 132 S 551013' w 67.92' 113 S 46.33'20' w 29.23' 414 S 37.45'05' v 42.06' 475 S 21'12'58• V 37.49' 136 S 03.42'45' V 61.32' 117 S 13.42'45' E 399.88' 118 S 15'53'34' E 447.65' 119 S 3113'07' E 842.55' 120 S 31'24'55' w j47.09' Lel S 37'53'29' V _20119' 122 S 3210'46' V 93.70' 123S23.02'1ry 166.03' 124 S 20'06'25' V 276.53' 125 S 23.49'57' V 121.48' 126 5 34.11'43' v 500.89' 127 s 44.21'24' w 555.69' 128 S 37.04.51' V 152.02' 429 S 29.23'05' w 103.88' 433 N 29.23.05' E 123.28' 1 L30 N 88'07'02' w 37.20'32 N 37'04'51' E 356.33' 133 N 44.21'24' E 1554.85' 134 N 34.31'43' e 94.96' 135 N 23.49'57• C 117-41' 136 N 20.06'25' E 278.30' L37 N 23.0215' E 169-51' L3B N 32'10'46' E 98.00' L39 N 37.15'29' E 200.97' 140 N 33'24'55' E 132.34' L43 N 11'13'07' V 828.32' 142 N 15.53'34' w 446.93' 143 N 13.42'45' w 405.56' L44 N 03'42'45' E 7146' 145 N 2192'58' E 47.37' 146 N 37.45'05' E 49.40' 447 N 46.33'20' E 34.26' 148 N 55.10.13' E 63.73' 149 N 3217'34' E 34.24' 150 JN 12.17'34' w 18.25' 151 IN 36'25'03' v "3322' L52 IN 14.27'43' w 94.05' 1531N 11.11'50' V 20413' 154 IN 20.26'29' v 30.94' 1551N 24'3312' w 30789' L56TN 21.35'26' w 232.20' EL57 L58 N 43'09'55' w 152.91' IL59 N. 49'41'05' V 2851' N 29'10'57' V 79,63' li RIFFIN & ASSOCIATES, INC, 6307)AV-932S 1474 ELK S7:, ROCK SPRINGS, WY 8290 OR409V: 4111/09 SCALE i"= 300' REVISED: 9/15+08- KRH DRG JOB No. f6596 -F REVISED ROW 547D77f EXHIBIT 8 SHEET 4 OF 4 bqoa A MAP S 4ZrrNGA PIPELINE RIGHT OF WAY IN SECTION 1, T6S, R97W, 6th P.M. GARFIELD COUNTY, COLORADO PREPARED FOR: ENTERPRISE PRODUCTS 16596-F EXH181T A LEGAL DESCRIPTION PROPOSED RIGHT OF WAY SITUATE 11\ GOVERNMENT LOTS 10, 15, 19 & 22 OF SECTION 1 T 6 S, R 97 W, 6" P.M„ IN BERRY PETROLEUM COMPANY AND MARATHON O1L COMPANY LANDS REVISED: SEPTEMBER 15, 2008 A parcel of !and for a Right Of Way situate in Government Lot Numbers 10, 15, 19 and 22 of Section 1 in Township 6 South and Range 97 West of the Sixth Principal Meridian in Garfield County, Colorado and being described as follows: Considering the .vest line of the southwest quarter of the said Section 1 as bearing North 1° 35' 58" East and all the. bearings contained herein are referenced from. The terminus of the said west line being monumented with brass caps set by the U. S. General Land Office survey in 1917. Contrnencing at the northwest corner of the said Section 1; THENCE, along the north line of the said Section 1, North 88'22' 48" East, a distance of 1669.93 feet to the Point of Beginning THENCE, along the said north line of Section 1, South 88' 22' 48" East a distance of 51.06 feet; THENCE, South 43° 09' 55" East a distance. of 149.32 feet: THENCE, South 29° 10' 57" East a distance of 85.86 feet; THENCE, South 21° 35' 26" East a distance of 233.53 feet; THENCE, South 24° 33' 12" East a distance of 3308.22 feet; THENCE, South 20' 26' 29" East a distance of 54.79 feet; THENCE, South 11° 11' 50" East a distance of 207.85 feet; THENCE, South 14° 27' 43" East a distance ofS6,71 feet; THENCE, South 36° 25' 01" East a distance of 33.87 feet; THENCE, South 12° 17' 34" East a distance of 38.83 feet; THENCE, South 32' 17' 34" West a distance of 54.45 feet; THENCE, South 53' 10' 13" West a distance of 67.92 feet; THENCE, South 46° 33' 20" West a distance of 29,23 feet; THENCE, South 37 45' 05" West a distance of 42,06 feet; THENCE; South 21' 12' 58" West a distance of 37.49 feet; THENCE, South 03' 42' 45" 41/4'est a distance of 61.32 feet; THENCE, South 13° 42' 45" East a distance o1'399_88 feet; THENCE; South 15° 53' 34" East a distance of 447.65 feet; THENCE, South 11' 13' 07" East a distance of 842.55 feet; THENCE, South 31' 24' 55" West a distance of 147.09 feet; Page 1 o f 3 THENCE, South 37° 55' 29" West a distance of 201.19 feet: THENCE, South 32° 10' 46" West a distance of 93.70 feet; THENCE, South 23° 02' 11" West a distance of 166,03 feet: THENCE. South 20° 06' 25" West a distance of 278.53 Leet; THENCE, South 23° 49' 57" West a distance of 121.48 feet; THENCE, South 340 1 1' 43" West a distance of 100.89 feet; THENCE, South 44° 21' 24" West a distance of 555.69 feet; THENCE, South 37° 04' 51" West a distance of 152.02 feet; THENCE, South 29° 23' 05" West a distance of 103.88 feet to the south line of the said Government Lot Number 15; THENCE, along the south Iinc of the said Government Lot Number 15. North $8° 07' 02" West a distance of 37.20 feet and from which the west quarter corner of the said Section 1 bears North 88° 07' 02" West a distance o[1474.60 feet; THENCE, North 29° 23' 05" East a distance of 123.28 feet; THENCE, North 37° 04' 51" East a distance of 156.33 feet; THENCE, North 44° 21' 24" East a distance of 554.85 feet; THENCE, North 34° 11' 43" East a distance of 94.96 feet; THENCE, North 23° 49' 57" East a distance of 117.41 feet; THENCE, North 20° 06' 25" East a distance of 278.30 feet: THENCE, North 23° 02' 11" East a distance of 169.51 feet; THENCE, North 320 10' 46" East a distance of 9$.00 feet; THENCE, North 37° 55' 29" East a distance of200.97 feet; THENCE, North 31° 24' 55" East a distance of 132.34 feet; THENCE, North 11° 13' 07" West a distance of 828.32 feet; THENCE, North 150 53' 34" West a distance of 446.93 feet; THENCE, North 130 42' 45" West a distance of405.56 feet; THENCE, North 03° 42' 45" East a distance 01'71.46 feet; THENCE, North 21° 12' 58" East a distance of 47.37 feet; THENCE, North 37° 45' 05" East a distance of49.40 feet; THENCE, North 46° 33' 20" East a distance of 34.26 feel; THENCE, North 55° 10' 13" East a distance of 63.73 feet; THENCE, North 32° 17' 34" East a distance of 34.24 feet: THENCE, North 12° 17' 34" West a distance of 18.25 feet; THENCE, North 36° 25' 01" West a distance of 33.22 feet; THENCE. North 14° 27' 43" West a distance of 94.05 feet; THENCE, North 1 I° 11' 50" West a distance of 206.13 feet: THENCE, North 20° 26' 29" West a distance of 50.94 feet; THENCE, North 240 33' 12" West a distance of'307.89 feet: THENCE. North 21° 35' 26" West a distance of 232.20 feet; THENCE, North 29° 10' 57" West a distance of 79.63 feet; THENCE. North 43' 09' 55" West a distance of 152.91 feet; THENCE, North 49° 41' 05" West rt distance 01 28.51 feet to the Point Of Hegitniing. Paso 2 of3 16596-F The above described parcel of land containing 168,495 square Feet or 3.S7 acres of land. having a centerline length of 5105.0 feet or 309.40 rods and is subject to any easements, conditions and'or restrictions that may exist on or within its lines. SURVEYOR'S STATEMENT 1, Brian L. Forbes under contract to Enterprise Products to survey the above described Right Of Way, state the description hereon is a correct representation of a survey made under my authority commencing on June 23, 2008. REFERENCE DRAWING Exhibit B (I659( -F) Page 3 o f 3 SECTION 29, 32 & 33, TOWNSHIP 5 SOUTH, RANGE 96 WEST of the 61.11 P.M. 05) s 88'24'48' E h0 NWNV o N z NEM/ NVHE INENE SVNV 1 pNE SNE r # PARCEL I -29- -Pmara GO HC 1 RIGRTOF WAY SEE DETA L "A; SKEET 2 SCALE i " - 2000' 500 2000' vti r'�fl C1LYoti:`O / 7 t CONSTIIVCTON �4 EASIMENT STATE OF COLORADO COUNTY OF GARFIELD APPARENT OT NERSRJP BERRYPE1ROj.ETIM COMPANY &M4Re477ONOILCOMPANY LEGEND FOUND MONUMENT SECTION CORNER aoa FOUND MONUMENT QUARTER CORNER b RIGHT OF WAY CORNER BASIS OF BEARINGS W 0,m •rki O cu z WEST LINE OF NW 1/4 OF SECTION 33 AND BEARING N 1' 38'27" E MOMJMENTED AS SHOW1U, L/SE NE p HESE N S 88427'35' E 2646.96' N.NW k'ENW N 88'1810' V 2628.31, 1 1 vim IS HV ISVNE i Nws1J IN CJ -32-- `"*"444,/ I 1NVSE S88.19'.25' 05E- ' /a•�//v- I 99MESE 1.11 co e N e I z swsw 6 f4w 1 644,68' NVNV NENV NVNE 'N N I I w I 1 1 £1+ FIN, SVNVI-� sENVISVNE - " f ISENE 2"' # 1 I I 1 # rR�?/AA!/1,.313_ ,, V 1,s�wrn CrJMPAF:Mk PA.kW'' J� SE 11rt 1L Q I RIGIITOh'!i'.1Y PIPRLLVE II Va SEE DETAI l' 4 S T 3 �f" sL1 his- s .-- NVSV swsv I• 4G 4 SESV S8B'21'43'E 2642.40' Se8'23'37'E 2636.69' 4' STATEMENT OF SURVEYOR: I, BRIAN L. FORBES UNDER CONTRACT TO ENTERPRISE PROD ITS TO SURVEY THE CENTERLINE OF THE PIPELINE RIGHT OF WAY SHOWN HEREON MADE UNDER MY AUTHRURrTY- COMMENCING ON THE 23rd DAY OF JUNE, 2OO4, STATE THIS MAP ISA CORRECT REPRESENTATION OF THE SAID SURVEY THE ABOVE SHOWN RIGHT OF WAY BEING SUBJECTTO ANY EASEMENTS CONDITIONS OR RESTRICTIONS THAT MAY EXIST ON AND WITHIN ITS LINES. PARCEL 1 PERMANENT R CHT i 134,407 Sq Ft 3A9 Ac. PARCEL €1 PE-PMANFNT RTEHT DF 14 AY 135,629 Sq Ft 311 Ac, PARCEL 1 rdINSTRLICTION EASEMENT 207,573 Sq Ft 4.77 Ac. PARCEL rI CONSTRUCTJM EASEMENT 1.92,844 Sq Ft 4,43 Ac, Total Permonent R -0—W Width 33 feet, 15 Left, 18 Right of Centerflne. 74409.....rest, a7� S ods, 620,_. Acres. 4g13`07) 3l7aA?f RIFFIN & ASSOCIATES, INC. 1414 ELK 8T, ROCK SPRINGS, WY82901 DRAWN: 7,2&V8 SCALE' 1"-2O0O' REVISED: 9f1SV8 - XRH DRO JOB No. 16596-0 REVISED BOUNDARY EAHIBIT 8 SHEET 1 OF 4 ih r A MAP A PIPELINE RIGHT OF WAY IN SECTIONS 29, 32 & 33 T5S, R96W, 6th P.M. GARFIELD COUNTY, COLORADO PREPARED FOR: ENTERPRISE PRODUCTS os tri NES4 NUSE SES.I SVC { t rio. r I • L1 1 CPI r; a.nr1 'ROA L4 DETAIL 'A" RIGHT Of.- WAY • L5 oxf - - -------------------- 2a_ _-_ -- -- L23 / 2ca GAO SC S0UT1-tuEST CORNER StC. 32, T 5S, R961., SECTION 29 SEMEN 32 GLA 8{i SO.L,TH 1/4 CORNER SEC. 32. T5S. R961,/ 1 1_ • 4 s.,,, ,f),.. Li % ..*W:9/5/08. PARCEL I PERMANf T R[GHT pE VA'( 134,407 Sq rt 3.09 Ac. PARCEL y.ONSTRLjCTZON EASEh1ENT 207,573 Sq Ft 4,77 Ac. SCALE 150' 0 [ SESE N 99'1$'30' V 262E36' 1" = 400' 400' NENE 11 43. CENTERLINE Or PRGPOSEU PIPELINE • 40701' GLO BC SOUTHEAST CORNER SEC. 32. TSS, R96V RIGHT OF \JAY SECTION ?R ill RIFFIN & ASSOCIATES, INC. 007, 367.,021, 1414 ELK ST„ ROCK SPRINGS, WY 82801 DROWN' 4111/08 SCALE: 1"#400' REVISED: 9f0108 - xRH ORG JOS No. 16596-0 REVISED BOUNDARY £j l/Rff 9 SHEET 2OF4 A MAP SNOWING A PIPELINE RIGHT T OF WAY IN SECTIONS 29, 32 & 33 T5S, R96W, 6th P.M. GARFIELD COUNTY, COLORADO PREPARED FOR: ENTERPRISE PRODUCTS G_o BC uEST 1/4 CORNER S[r_r. 33. TSS, 8963.' /o 127 JL 388'19'05'E 199.ee5' GLO EC SOUTHWEST CORNER SEC. 33, r55, R96v r�. DETAIL 'A" L31 L32 L34 Ns— I NESw SCALE 750' 0 1 " —t 400 400' BERRY PETROLEUM COMPANY & MARATHON OIL COMPANY PARCEL fE prghiAN£Nj R1CIHT OF VAY 135.629 Su rt 3.1t ac PARCEL 11 Oi,NSTRuCTION iSEHENT 192,844 Sq rt 4.43 Ac. CENT£RL1NE O: PROPOSED PIPELINE 3775.9' 1 _S 4 d`p`.42 4 �..- S�. i6_ 45;-11L5L'S9 ,SESW `" LSE L46 ` qj C 3, TSS. R961a SEC I, T6S, R97v Ci0 EC SOUTH 1/4 CORNER SEC. 33, T5S, R% RIFFIN & ASSOCIATES, INC. ,SD?B f I r4 ELK ST, RACK SPR! IOn NGS, WY 82901 DRAWN: 4/11/C8 $CALF r'a4600` REVISED: WI5 8 KRH ORO JOB Na. 16596-0 _ REVISED BOUNDARY EXHIBIT 8 SHEET 3 OF A MAP SHOWING A PIPELINE RIGHT OF WAY IN SECTIONS 29, 32 & 33 TSS, R96W, 6th P.M. GARFIELD COUNTY, COLORADO PREPARED FOR: ENTERPRISE PRODUCTS PARCEL I e 1DIRECTION ,[STANCE L1 S 68'23'49' E 133.81' L2 S 10"56'44" C 498,27'- 98,27'L3 13 5_44'03'22" E 8.99' L4 5 89'56'58' E 768.43' 15 N 95'50'26' E 1528.32' 16 5 62'19'42' E 2700' 1 7 5 42.10'08' E 103.62' L8 5 25'43'54' E 236.80' 19 S 33'45'46' E 576.6' 110 5 44'04'53' E 120.64' 111 S 29'37'05' £ 67.43' 112 5 39'02'16' E 1553.35' L13 S 39'51'44' £ 69-20' L14 8 01'38'27' v 49.80' 115 N 39.53'44' V 106.74' Lib N 39'02.16' W 1556.30' 07 14 29'37'05' W 65.96' Lib 14 44.04.53' V I19.95' 119 N 35.45'46` v 62.96' 1.213 N 25.43'54' v 236.93' L21_14 42'10'08' W r92-99' L22 14 62'19'42' V 1172' 123 S 85'50'36' W 52012' 124 N 89456'58' w. 783.61' L25 N 14'03'22' W 32.6,7' L261N 10'56'44' W 515.43' fzoA -ams DERAIL `A" RIFFIN & ASSOCIATES, INC. 1414 ELK S7'., ROCK SPRINGS, VW 82901 PARCEL :I DIRECTION DM17ANEE 127 S 88'19'95' E 39.39' 128 S 31'25'04' £ 224.77' 129 S 20'08'17' E 5'56.46' 130 5 25'23'46' E 208.35' 131 S 22'52'14' E 37.60' 132 N 67'07'46' £ 1L33 S 26.47'58' £ 49.93' 180.00' L34 S 50'40'06' V 70.64' 135 5 19'56'24' E 15923' ,L36 L37 1.38 rir39 L 40 L41 S 26.35'18' £ 234.73' S 24'02'46' E 167.12' S 28'32'34 £ 236,75' S 34'55'48' £ 134.09' S 49.18'11' E 30.91' 5 65.25'17' E 34.92' 142 S 86'18'24' E 114.69' 143 N 84'40'40' £ 84.96' L44 N 73'00'42' E 392.04' 145 N 74'51'20' E 407,76' 146 N 85'04'44' E 39.33' 147 N 45.28'20' E 45.84' L49 S 39'0111" E 438.84' 149 S 91.40'24' V 50.61' 150 N 39'0111' v 151 N 45"2820` 152 5 85'04'44' v 4 75.36' 28.79' 21-18' 153 5 74.51.20' V 404.28' 154 5 73'00'42' V 394.88' 1.55 90.94' 123.38' 45.67' 39.74- 140.08' 239.69' 167.69' N 26'3518' v 235.91' N 19'56'24' V 1266.19' 129.16' _ 206.83' 1619 N 28'09'17' V 554.73' 1671N 31'25'04' v 124534' 156 '157 LS8 159 160 161 162 163 164 165 5 84'40'40' V N 86`18'24' V 14 65'25'17' V N 49'18'11' V N 34'55'48' V N 28.32'34' V N 24.02'46' V N 22'52'14' V N 25'23'46' v DRAWN: 4111708 SGALR:: 1- = 300' REVISL'0,- 9/15/08 - KRH DRG JOS No. 16596-0 REVISED BOUNDARY PLS COLORADO 25367 A MAP SHOWING A PIPELINE RIGHT OF WAY IN SECTIONS 29, 32 & 33 T5S, R96W, 6th P.M. GARFIELD COUNTY, COLORADO 1 XXN!S/ 9 S T4OF4 PREPARED FOR: ENTERPRISE PRODUCTS EXHIBIT A LEGAL DESCRIPTION PROPOSED RIGHT OF WAY SITUATE IN THE SEI/4SW1/4, THE SWI/4SEI/4 AND THE 5E1/4SE1/4 OF SECTION 29 AND THE NEI/4NI;I/4 OF SECTION 32 AND THE SW 1/4 OF SECTION 33, T 5 5, R 96 W., 6'h P,M., EN BERRY PETROLEUM COMPANY AND MARATHON OIL COMPANY LANDS REVISED: AUGUST 15, 2008 PAR(EL I A parcel of land fora Right Of Way situate in the southeast quarter of the southwest quarter, the southwest quarter of the southeast quarter and the southeast quarter of the southeast quarter of Section 29 and in the northeast quarter of the northeast of Section 32 in Township 5 South and Range 96 Nest of the Sixth Principal 4fcridian in Garfield County, Colorado and being described as follows: Considering the west line of the northwest quarter of the said Section 33 as bearing North I° 38' 27" East and all the bearings contained herein are referenced from. The terminus of the said west line being monumented with brass caps set by the U. S. General Land Office survey in 1917. Commencing at the southwest corner of the said Section 29; THENCE, North 62° 53' 56" East, a distance of 2751_26 feet to the Point of Beginning on the north line of the said southeast quarter of the southwest quarter of Section 29; THENCE, along the said north line of the southeast quarter of the southwest quarter of Section 29, South 88° 23' 49" East a distance of 33.81 feet: THENCE, South 100 56' 44" East a distance of 498.27 feet; THENCE, South 440 03' 22" East a distance of 8.89 feet; THENCE. South 89` 56' 58" East a distance of 768.43 feet; THENCE, North 85° 50' 36" East a distance of 528,32 feet; THENCE, South 62° 19' 42" East a distance of 27.00 feet; THENCE, South 42° 10' 08" East a distance of 103.62 feet: THENCE, South 25° 43' 54" East a distance of 238.80 feet; THENCE, South 35° 45' 46" East a distance of 57.66 feet; THENCE, South 440 04' 53" East a distance of 120.64 feet; THENCE, South 29° 37' 05" East a distance of 67.43 feet; THENCE, South 390 02' 16" East a distance of 1553.35 feet; THENCE, South 39° 51' 44" East a distance of 69.20 feet to the east line of the said northeast quarter of the northeast quarter of Section 32 and from which the northeast corner of the said Section 32 bears North 10 38' 27" East a distance of 813.33 feet ; THENCE, along the said east line of the northeast quarter of the northeast quarter of Section 32, South 01° 38' 27" West a distance of49.80 feet; THENCE, North 39° 51' 44" West a distance of 106.74 feet; THENCE, North 39° 02' 16" West a distance of 1556,30 feet: THENCE, North 29° 37' 05" West a distance of 65.96 feet; THENCE, North 44° 04' 53" West a distance of 118.85 feet; Page 1 of 3 16,96 -0 THENCE. North 35` 45'46" Westa distance of 62.96 feet; THENCE. North 25° 43' 54" West a distance of236.93 feet; THENCE, North 42' 10' 08" West a distance of 92.99 feet; THENCE, North 62° 19' 42" West a distance of 1 I.772 feet; THENCE, South 850 50' 36" West a distance of 520.12 feet; THENCE, North 89° 56' 58" West a distance of 783.61 feet: THENCE, North 4-4° 03' 22" West a distance of 32.67 feet; THENCE, North 10° 56' 44" West a distance of 515.43 feet to the Point of Beginning. The above described parcel of land containing 134,407 square feet or 3.09 acres of land, having a centerline length of 4070.1 feet or 246.67 rods and is subject to any easements, conditions and/or restrictions that tniv exist on or within its lines. PARCEL .11 A parcel of land for a Right Of Way situate in the southwest quarter of Section 33 in Township 5 South and Range 96 West of the Sixth Principal Meridian in Garfield County, Colorado and being described as follows; Considering the west line of the northwest quarter of- the said Section 33 as bearing North I° 38' 27" East and all the bearings contained herein are referenced from. The terminus of the said west line being monumented with brass caps set by the U. S. General Land Office survey in 1917. Commencing at the west quarter corner of the said Section 33; THENCE, along the north fine of the said southwest quarter of Section 33, South 88019' 05" East a distance of 199.25 feet to the Point of Beginning; THENCE, along the north tine of the said southwest quarter of Section 33, South 88° 19' 05" East a distance of39.39 feet; THENCE. South 31° 25' 04" East a distance of 224.77 feet; THENCE, South 28° 08' 17" East a distance of 556.46 feet; THENCE, South 25° 23' 46" East a distance of 208.35 feet; THENCE, South 22° 52' 14" East a distance of 37.80 feet; THENCE. North 67° 07' 46" East a distance of 49.93 feet; THENCE, South 26° 47' 53" East a distance of 180.00 feet; THENCE, South 500 40' 06" West a distance of 70.62 feet: THENCE, South 19° 56' 24" East a distance of 158.23 feet; THENCE, South 26° 35' 18" East a distance of 23.4.73 feet; THENCE, South 24° 02' 46" East a distance of 167.12 feet; THENCE; South 28° 32' 34" East a distance of 236.75 feet; THENCE, South 340 55' 43" East a distance of 134.08 feet: THENCE, South 49° 18' 1 I" East a distance of 30.91 Feet; THENCE, South 65° 25' 17" East a distance of 3.4.92 feet: THENCE. South 86' 18' 24" East a distance of 114.69 Feet; THENCE, North 84° 40' 40" East a distance of 84.96 feet; THENCE, North 73° 00' 42" East a distance of 392.04 feet; Page 2 of 3 THENCE, North 74° 51' 20" East a distance of 407.76 feet: THENCE, North 85° 04' 44" East a distance of 39.33 feet; THENCE, South 45° 28' 20" East a distance o145.84 feet; THENCE, South 39' 01' 11" East a distance of 438.84 fent to the east line of the said southwest quarter of Section 33 and from which the south quarter corner of the said Section 33 bears South 1° 40' 24" West a distance of 604.94 feet: TRENCE, along the said east line of the southwest quarter of Section 33, South 01° 40' 24" West a distance of 50.61 feet; THENCE, North 39° 0I' 11" West a distance (31475.36 feet; THENCE, North 45° 28' 20" West a distance o4'2S.79 feet; THENCE, South 85° 04' 44" West a distance of 21.18 feet; THENCE, South 74' 51' 20" West a distance of 404.28 feet; THENCE, South 73° 00' 42" West a distance of394.88 feet; THENCE, South 84° 40' 40" West a distance of 90,94 feet; THENCE, North 86° 18' 24" West a distance of 123.38 feet: THENCE, North 65° 25' 17" West a distance of45.67 feet; THENCE, North 49° 18' 11" West a distance of39.74 feet; THENCE, North 34° 55' 48" West a distance of 140.08 feet: THENCE, North 28° 32' 34" West a distance of 239.88 feet; . THENCE, North 24' 02' 46" West a distance of 167.69 feet; THENCE, North 26= 35' 18" West a distance of 235.91 feet: THENCE, North 19° 56' 24" West a distance (3!'266.10 feet; THENCE. North 22° 52' 14" West a distance of 129.16 feet; THENCE, North 25° 23' 46" West a distance of 206.83 feet; THENCE. North 28° 08' 17" West distance of 554.733 feet; THENCE. North 31° 25' 04" West a distance of 245.34 feet to the Point Of Beginning. The above described parcel of land containing 135;629 square feet or 3.11 acres of land, having a centerline length of 3775,9 feet or 228.84 rods and is subject to any easements, conditions andior restrictions that may exist on or within its lines. SURVEYOR'S STATEMENT 1, Brian L. Forbes, wider contract to Enterprise Products to survey the above described Right Of Way, state the description hereon is a correct representation of a survey made under my authority commencing on June 23, 2008. REFERENCE DRAWING Exhibit B (16596-D) P L S Cia,ORADQ, ,'�:'! 9)57Pg-_ Page 3 o f 3 SURFACE LEASE AGREEMENT STATE OF COLORADO COUNTY OF GARFIELD THIS SURFACE LEASE AGREEMENT, made effective on this`' July 2008, by and between Beny Petroleum Company, a Delaware corporation,, (1099 Broadway, Suite 3700, Deriver, Colorado 80202, hereinafter called "Lessor", and Enterprise Gas Processing, LLC, a Delativare limited liability company, 1100 Louisiana, Houston, Texas 77002-4324, hereinafter called "Lessee". The entities' named above may sometimes individually be referred to as "Party" and collectively as "Parties." WITNESSETH: For and in consideration of Ten Dollars (510.00) and other valuable consideration, and the mutual covenants herein contained, Lessor does hereby tease unto Lessee the surface of the following described properly, situated in Garfield County, Colorado: A seventeen and fifty-three one hundredths (17.53) acre parcel of rand situated in the SW j of Section 33, Township 5 South, Range 96 West of the 6th PM, and which is more particularly described in the attached Exhibit "A1". The above described property is hereinafter referred to as the "Leased Premises." The Parties recognize that Lessor and Marathon Oil Company ("Marathon") each owns an undivided interest in the surface of the Leased Premises, that this Surface Lease Agreement covers and includes Lessor's interest only, and that Marathon's interest in the Leased Premises is or will be leased to Lessee under a separate agreement. This Surface Lease Agreement covers surface rights only, and does not include the right to explore for, or produce oil, gas or other minerals. This Surface Lease Agreement is given subject to all leases, conditions, limitations, and reservations, if any, of record or arising by operation of law, and the rights of any parties pursuant to same. The rights leased to Lessee herein shall be non-exclusive and Lessor shall have the continuing right to access the Leased Premises and to use the Leased Premises in any way which does not unreasonably interfere with Lessee's use of the Leased Premises. Lessor makes no warrantees or representations concerning the titre to the Leased Premises, In addition, Lessor hereby grants to Lessee a non-exclusive access right- of-way to the Leased Premises, for ingress and egress to the Leased Premises, from Garden Gulch Extension Road as depicted on tate attached Exhibit "B" This access right-of-way shall terminate with the expiration of this Surface Lease Agreement. Page 1 or 13 This Surface Lease Agreement is made subject to all existing agreements, whether of record or not, affecting the Leased Premises, including, but not limited to, rights-of-way, licenses, leases and other agreements. This Surface Lease Agreement is subject to the following terms and conditions: 1. four ases of Surfaco Leaso A r amont. The Leased Premises shall be used by Lessee to construct and operate a compressor station to be constructed on the Leased Premises as shown on the attached Exhibit "A2" (the "Purposes"). No additional equipment or facilities may be placed on the Leased Premises without the written permission of the Lessor. Any attempt by Lessee to use the Leased Premises for any other purpose shall be considered a breach under this Surface Lease Agreement pursuant to paragraph 8 hereof, notwithstanding any other provision herein. 2, Conduct of Activities .on Loased Premisos• Curtain ObI attune of Loa eo Lessee's 4rse of the Leased Premises is subject to the following conditions' a, Lessee agrees to maintain and operate the Leased Premises in such manner That the operation thereof wilt in no way unreasonably hinder or prevent Lessor's use and enjoyment of Lessors surface not otherwise covered by this Surface Lease Agreement, including use thereof for exploration, mining, oil shale development, oil and gas development, farming, ranching and land development. b. Lessee agrees to promptly replace or rebuild, to the satisfaction of Lessor, any and all parts of any road or any drainage or other improvement that may be damaged in connection with Lessees activities conducted pursuant to this Surface Lease Agreement. c. Lessee shalt maintain current as -built drawings for all facilities located within the Leased Premises and shaft promptly provide Lessor with copies of such drawings each lime they are updated. d. In conducting its activities under this Surface Lease Agreement, Lessee shall take art necessary precautions to prevent brush and grass fires and shall meet or exceed all regulatory requirements relative to fire suppression on the Leased Premises. Page 2 of 13 e. No use or possession of firearms, explosives, weapons, alcoholic beverages, illicit or unprescribed controlled drugs or drug paraphernalia, dogs or pets are allowed on the Leased Premises. Thew shall be no hunting or fishing allowed on the Leased Premises and recreational use of motor bikes and all terrain vehicles is prohibited. Lessee agrees to notify all of its contractors, agents and employees of these restrictions, Any individual or company that violates this provision will be asked to leave the Leased Premises and shall nol be permitted to return. f. Access to the Leased Premises shall be limited to Lessee's management and employees or contractors required to conduct operations for the Purposes only. Except in the case of emergencies or required by law, Lessee shall notify Lessor twenty-four (24) hours prior to entry by non -required personnel, including, but not limited to. regulatory agencies, provided Lessee is aware of the need for entry. Lessee shall not access any other property owned by Lessor without first obtaining Lessor's permission. g. Lessee shall control noxious weeds of any kind that develop on the Leased Premises, Any non -biodegradable chemical spraying of soil for weed control shall not be done without advance approval by Lessor. h. Lessee shall provide Lessor with a copy of its emergency response plan along with a list of 24-hour emergency contacts responsible for Lessee's operations on the Leased Premises prior to commencement of any such operations. i. Lessee shall be solely responsible for construction, maintenance, removal and reclamation activities upon the Leaser! Premises. All of Lessee's operations in and about the Leased Premises shall be performed and conducted in a careful, safe and workmanlike manner. Lessee shall provide Lessor (promptly upon} Lessee's receipt thereof or concurrently with Lessee's filing thereof, as applicable) copies of all environmental permits and notices received or obtained by Lessee from any regulatory authority, and all documents filed by Lessee with any regulatory authority, concerning activities on the Leased Premises including, but not limited to, stormwater construction permits and air quality permits. k. Lessee shall conduct a sage grouse habitat evaluation prior to commencement of any construction on the Leased Premises and shall furnish to Lessor the results of such evaluation promptly upon completion thereof, Fagc 3 of 13 1. No construction or other work shall commence on the Leased Premises until such time Lessee demonstrates to the satisfaction of Lessor that it has obtained all permits required to carry out the Purposes of this Surface Lease Agreement and has provided Lessor copies of the same as required by paragraph 2.j., above. Lessee shall ensure, at its sole expense, that it and its agents, contractors and subcontractors comply with usual and customary oil field standards and with all applicable federal, state and local statutes, rules, regulations and ordinances, including without limitation, those of the Occupational Safety and Health Administration (OSHA), the Colorado Oil and Gas Conservation Commission (COGCC) and the Colorado Department of Public Health & Environment, Water Quality Control Division (CDPHE) relating to safety and the environment. rn. Lessee shall not have the right to use any water or water rights of Lessor and Lessee shall ensure all fresh water used on the Leased Premises comes from a legal supply of water. Lessee shall conduct annual testing of surface and groundwater sources to detect any contamination and shall provide Lessor copies of such test results. n. In conducting activities on the Leased Premises, Lossee shall use best industry practices for noise and Lighting reduction in populated areas, regardless of whether or not the Leased Premises is located in a populated area. o. Lessee shall promptly enclose, at its own cost and expense, the Leased Premises with a chain Zink fence with two (2) strand barbed wire on the top. p. At all times during the duration of this Surface Lease Agreement, Lessee shall keep its facilities on the Leased Premises in good and safe condition, Term, This Surface Lease Agreement shall be effective for a period as tong as that certain Services Agreement ("Agreement") dated as of September 11, 2007, by and between Marathon and Lessee remains in effect or until Lessee provides written notice of its election to terminate this Surface Lease Agreement, subject to the provisions of paragraphs 7 and 8. 4. Considoration. As consideration for the rights granted to Lessee under this Surface Lease Agreement, (a) Lessee shall pay to Lessor, concurrently with the execution of this Surface Lease Agreement. the sum of $ , and (b) Lessee Page 4 of 13 agrees to enter into an agreement with Lessor (the "Gas Gathering Agreement") pursuant to which Lessee shall provide Lessor gas gathering and processing services for Lessor's gas on a capacity available basis as requested by Lessor at terms comparable to those Lessee charges other producers in the area for similar services and will redeliver Lessor's gas at the tailgate of Lessee's Meeker gas plant at the inlet to the Rockies Express pipeline. The Gas Gathering Agreement will be prepared and executed prior to start up of Lessee's corepressor facilities located on Lessor's surface, The term of the Gas Gathering Agreement will be cotemiinus with the terrn of this Surface Lease Agreement. Lessee will provide a tap and valve on Lessee's pipeline at a location mutually acceptable to both Parties to atlow deliveries of Lessor's gas into the suction side of Lessee's compressor station covered by this Surface Lease Agreement. Lessor will provide and install, at Lessor's own cost, inlet measurement and control facilities of typical industry design that are reasonably acceptable to Lessee to be located upstream of the lap and valve installed by Lessee. Lessor will install and own. and Lessee wirl operate, these inlet measurement and control facilities during the terra of the Gas Gathering Agreement. 5. Maintenance and Restoration of the Leased Premises. Lessee will maintain the Leased Premises during the term of this Surface Lease Agreement in good repair, clear of refuse and litter, Upon termination of this Surface Lease Agreement. Lessee will return the Leased Premises to Lessor in its original or better condition, normal wear and tear excepted, The use, maintenance and restoration of the Leased Premises shall include the removal of top -soil from the Leased Premises separately from other material removed by Lessee in connection with its activities on the Leased Premises, and the replacement of such topsoil during restoration work, Lessee further agrees to insure that the Leased Premises shall be left free of any Targe stones, holes, or piles of dirt which would interfere with farming, ranching and/or other operations thereon. All stones, brush and debris uncovered on, removed from or deposited on Lessor's lands as the result of activities permitted hereunder shall be disposed of at Lessor's direction. All cuts, fill slopes, pit and topsoil piles and soil piles will be stabilized and revegetaled immediately following construction. Land surrounding the Leased Premises will be brought back to a 3.1 slope during interim reclamation, AN areas of soil disturbance shall be smooth graded, cultivated to provide a loose seed bed of a minimum of 6 inches in depth, fertilized with 250 pounds of 46-0-0 per acre, seeded with the seed mixture listed below, and mulched with 116 tons of grass hay crimped into the soil. Lessee shall continue to maintain stomiwater erosion controls during this phase of reclamation. Lessor retains the option of altering the seed mixture before seeding is Page 5 of 13 Conducted, it being the intention of the Parties to revegelate the Leased Premises in order to control erosion and weed growth. MixlureNariety Pura Mountain Brame, 13romar 17.35 Russian Wild Rye, Boziosky 17.12 Crchardgrass, Paiute 16.84 intermediate Whealgrass, Oahe 16.45 Regreen 404 14.70 Crested Wheatgrass, Hycrest 7,25 Pubescent Whealgrass, Luna 7.14 Lessee shall continue to reseed and cultivate until successfully reestablishing self-sustaining vegetation, Reseeded areas shall be properly mulched except in pastures and hay fields. Lessee shall spray all areas affected by construction or restoration to control noxious weeds for a period of no less than three growing seasons. 6. Environmental Protection Lessee agrees to provide Lessor a site specific Spill Prevention Control and Countermeasure (SPCC) plan which is reasonably acceptable to and approved by Lessor within thirty (30) days of construction on Leased Premises, Upon approval of the SPCC by Lessor, it shall become Exhibit "C" to this Surface Lease Agreement, If Lessee fails to obtain approval of the SPCC from Lessor or if Lessee fails to follow said approved SPCC, Lessee shall be considered in breach of this Surface Lease Agreement pursuant to paragraph 8 hereof. Should any discharge. leakage. spillage, emission, or pollution of any type occur upon the Leased Premises as a result of Lessee's operations Lessee shall promptly report there to Lessor and others in accordance wilh applicable regulations. Lessee. at its sole expense, shall be obligated to clean the affected lands to meet applicable local, state and federal standards, Lessee agrees to defend, Indemnify and hold harmless Lessor from and against all liability, costs and expenses (including without limitation any fines, penalties, judgments, litigation costs and attorneys fees) incurred by Lessor as a result of any such discharge, leakage, spillage, emission or pollution that is a result of Lessee's operations pursuant to this Surface Lease Agreement, regardless of whether such liability, costs, or expenses arise during or after the Term, unless such liability, costs or expenses are proximately caused by the active negligence of Lessor. Lessee agrees to prepare a Stormwator Management Plan and obtain a Construction Stormwaler Discharge Permit as required by CDPHE and to conduct its activities on the Leased Premises in compliance with said plan and permit, Page 6 of 13 Lessee shalt obtain all air permits required in connection with Lessee's activities or operations on the Leased Premises, 7. Torml ation of A moment. a. If, at any time after the effective date hereof, Lessee Fails to use the Leased Premises for the Purposes provided hereunder for more than three hundred sixty-five (365) consecutive days, Lessor may by written notice to Lessee terminate this Surface Lease Agreement, subject to the provisions herein concerning site reclamation and facility removal and subject to liabilities accrued prior to termination. At such time as Lessee has reached the three hundred sixty-five (365) day threshold. Lessee must deliver notice of the nonuse to Lessor within one (1) month of said threshold dale. If Lessee fails to deliver said notice of nonuse to Lessor within the specified one (1) month lime period, and notwithstanding any other provision of this Surface Lease Agreement, then the Surface Lease Agreement will automatically terminate. b. Upon termination of the rights herein given, Lessee shall execute and deliver to Lessor, within thirty (30) days after written demand therefor, a good and sufficient release of all interest of Lessee in the Leased Premises so terminated. Should Lessee fail or refuse to deliver to Lessor such release. a written notice by Lessor reciting the failure or refusal of Lessee to execute and deliver said release, as herein provided, shall after ten (10) days from the date of recordation of said notice, be conclusive evidence against Lessee and all persons claiming under Lessee of the termination of this Surface Lease Agreement or a portion thereof and all interest of Lessee hereunder as to that portion, subject to Lessee's obligation to remove its property within ninety (00) days of such termination. Termination shall not operate to extinguish any obligations of Lessee which have accrued at the time of termination, or which accrue hereunder upon termination. 8. Broach. If Lessee defaults in the performance of any of its obligations under this Surface Lease Agreement, Lessor shall notify Lessee in writing of such breach, This Surface Lease Agreement may be terminated at Lessor's discretion if such default continues for a period of thirty (30) days after Lessor notifies Lessee in writing of such default and Lessor's intention to terminate this Surface Lease Agreement. and Lessee has riot cured the default within such thirty (30) day period or has not undertaken actions reasonably calculated to cure the default within such period and thereafter pursued such actions with reasonable diligence. Thereafter, Lessor will have the right, without further notice or demand, to enter the Leased Page 7 or 13 Premises, remove all of Lessee's personal property that may be located thereon, and restore the Leased Premises to their original condition, without waiving any other remedies to which Lessor may be entitled. If, within ninety (90) days after the dale of Surface Lease Agreement termination, Lessee does not fully reimburse the costs Lessor incurs in removing and storing Lessee's personal property and restoring the teased Premises to its original condition, then in addition to Lessor's other rights under this Surface Lease Agreement, Lessor may dispose of the stored property, retain any proceeds from the sate of such property, and maintain an action against Lessee for any deficiency. 9. Rom vat of E ui merit. It is agreed that all buildings, machinery and other material, equipment and property placed on the Leased Premises by Lessee shall not become part of the real property but shall remain the personal properly of Lessee, and that Lessee shall have the privilege of removing, so long as it does so within ninety (90) days of termination, all personal property and improvements placed by it on the Leased Premises. If Lessee fails to remove its personal property from the Leased Premises within ninety (90) days following termination of this Surface Lease Agreement, Lessor shall have the right to either: a) assume ownership thereof without the necessity of a formal conveyance or bill of sale from Lessee, andlor to dispose of such personal property and retain any proceeds from the sale thereof, or b) to remove or have the equipment and property removed with all costs of accomplishing the same, including any and all costs associated with compliance with restoration as described in paragraph 5 above, being fully recoverable from Lessee. 10, Indemnification, LESSEE AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD LESSOR AND ALL OF LESSOR'S AFFILIATED AND PARENT AND SUBSIDIARY COMPANIES, JOINT VENTURERS AND PARTNERS, AND ALL OF THE AFORESAID ENTITIES' OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, INVITEES AND INSURERS ("INDEMNITEES") HARMLESS, FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, INJURY, COSTS (INCLUDING ATTORNEY FEES), EXPENSES, FINES, CLAIMS, DEMANDS AND CAUSES OF ACTION ARISING OUT OF, OR IN ANY WAY CONNECTED WITH LESSEE'S ACTIVITIES OR OPERATIONS UNDER THIS SURFACE LEASE AGREEMENT, FOR INJURY TO OR ILLNESS OR DEATH OF ANY PERSON (INCLUDING BUT NOT LIMITED TO AN INDEMNITEE OR AN EMPLOYEE OR AGENT OF LESSEE OR LESSEE'S CONTRACTORS OR SUBCONTRACTORS OR ANY THIRD PARTY) OR FOR LOSS OF OR DAMAGE TO PROPERTY (INCLUDING, Page 8 of 13 BUT NOT LIMITED TO, PROPERTY OF INDEMNITEES, LESSEE, LESSEE'S CONTRACTORS OR SUBCONTRACTORS OR ANY THIRD PARTY) OR FOR VIOLATION OF ANY FEDERAL, STATE OR LOCAL LAWS, RULES, REGULATIONS, AND ORDERS, INCLUDING, BUT NOT LIMITED TO, THE COMPREHENSIVE ENVIRONMENTAL, RESPONSE, COMPENSATION, AND LIABILITY ACT OF 1960, AS AMENDED (CERCLA) AND THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, AS AMENDED (RCRA). THIS INDEMNITY SHALL, NOT APPLY TO THE EXTENT THAT IT 15 VOID OR OTHERWISE UNENFORCEABLE UNDER APPLICABLE LAW. 11, Lessee InsuranceRoouiirement. Lessee agrees to obtain and maintain insurance acceptable to Lessor which is primary to any other insurance or self-insurance and which names Lessor as additional insured with respect to liability arising out of Lessee's performance hereunder, but only to the extent of liabilities assumed by Lessee under this Surface Lease Agreement, Such insurance shall at a minimum include: a. Commercial General Liability Insurance Form or the equivalent covering Lessee's contingent liability, Premises Operations. Completed Operations and Products Liability, Contractual Liability, and if requested by Lessor. liability arising from explosion, collapse, or underground property damage, all with a minimum combined single limit of 52,000,000 each occurrence. for Bodily Injury and Property damage including personal injury. b. Comprehensive Automobile Liability Insurance or Business Auto Policy covering all owned, hired or otherwise operated non -owned vehicles with a minimum combined single limit of 52,000,000 each occurrence for Bodily Injury and Property Damage. c. Workers Compensation insurance as required by law, covering ail states of operation, and Employers Liability Insurance with a minimum of $1,000,000 each occurrence. Lessor reserves the right to change its minimum insurance requirements. Before commencement of any activities on the Leased Presrnises pursuant to this Surface Lease Agreement, Lessee shall furnish Lessor with Certificates of Insurance acceptable to Lessor confirming compliance herewith and providing that no coverage will be canceled or materially changed prior to 30 days advance written notice to Lessor, Subrogation against Lessor shall be waived as respects all of the insurance policies set forth above, An Alternate Employer Endorsement may be substituted for the Additional Insured Endorsement only with respect to Workers Compensation Insurance and Employer's Uahility Insurance. The Page 9 of 13 insurance required hereunder in no way iimils or restricts Lessee's indemnity obligations under paragraph 10 above. Further. Lessee's obligation to obtain and maintain insurance pursuant to this paragraph 11 is not affected by any limitation applicable to the indemnity in paragraph 10, If Lessee employs other contractors or subcontractors to perform any work hereunder, then Lessee agrees to require such contractors and subcontractors to obtain, carry, maintain, and keep in force during the time in which they are engaged in performing any work hereunder, policies of insurance which comply with the requirements as set forth above and to furnish copies thereof to Lessee prior to commencement of activities on the Leased Premises. Contractors and subcontractors must also obtain waivers of Subrogation from their insurers protecting Lessor. Failure to maintain said insurance, as required herein, shall be considered a breach under this Surface Lease Agreement pursuant to paragraph 8 hereof. Any failure on the part of Lessor to insist upon strict adherence by Lessee to the insurance requirements hereunder shalt in no event be construed to be a waiver of any of said requirements. 12. Warranty. Ttiis Surface Lease Agreement is made without warranty of title. express or implied, and is expressly subject to any exceptions and reservations and other matters affecting title of record, including all existing easements, rights-of-way, licenses, leases and other agreements affecting the surface or subsurface of the Leased Premises and Lessor further reserves the right to grant other easements, rights-of-way, licenses, leases to third parties to cross over or under these Leased Premises. Lessee is responsible for obtaining any necessary third party consents prior to conducting activities on the Leased Premises pursuant to this Surface Lease Agreement. 13. Assignmont. Lessee shall have neither the right nor the power to assign this Surface Lease Agreement, in whole or in part, to any other party without the prior written consent of Lessor, such consent not to be unreasonably withheld, conditioned or delayed, Any attempted assignment made in contravention of this provision will be, in Lessor's sole discretion (and in addition to any other remedy available to Lessor at law or in equity), voidable and of no force. The granting of Lessor's consent to any assignment will be effective only as to the specific assignment then the express subject of such consent, and any subsequent assignment which may be proposed or attempted will be ineffective without Lessors prior written consent. Page Iaof 13 14. Liens. Lessee will pay all claims for labor and materials that may be furnished on its behalf, and will defend, indemnify and hold Lessor harmless against all liens, encumbrances and claims that may be filed against the Leased Premises and all liabilities. penalties, fines, payments, judgments, damages, tosses, costs and expenses (including, without limitation, attorneys' fees and court cosls) incurred and/or paid in connection with same. 15. Taxes. Wilhin thirty (30) days after demand from Lessor together with supporting documentation, Lessee will pay all taxes Ihat may be assessed directly or indirectly against the Leased Premises because of improvements constructed or placed on the Leased Premises by Lessee and will reimburse Lessor for any increase in taxes paid by Lessor resulting from the value of such facilities, whether or nol separately assessed; Lessor will otherwise pay all taxes assessed against the Leased Premises based upon the valuation of the Leased Premises as of the date of assessment. The provisions of this paragraph will survive termination of this Surface Lease Agreement. 16. Notices. Any notices required or permitted under this Surface Lease Agreement shall be given in writing. The notice shall be served either personally or by registered or certified mail with return receipt requested, Service shalt be effective when received. All notices hereunder shall be directed to the addresses set forth below or such substitute address or addresses as provided to the parties at least thirty (30) days in advance of any notice. Present addresses to which notices shall be sent in accordance with the provisions of this paragraph are: Lessor: Berry Petroleum Company Attn: Corporate Land Manager 19999 Broadway, Suite 3700 Denver, CO 80202 Facsimile: 303-999.440, Lessee: Enterprise Gas Processing, LLC Attn: Land Manager 2727 North Loop Wast Houston, TX 77008 Facsimile: 713-803-1349 Page 11 of 13 17, Successors and Assigns. The terms, conditions and provisions of this Surface tease Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. 18, No Waiver. Lessor's failure to enforce a remedy for any particular violation of the terms of this Surface Lease Agreement will not constitute a waiver of such terms nor will same prevent the exorcise by Lessor of any remedy or remedies for any other violation or for the same violation occurring al any other time or times. 19. C_ _amelia wiitii Law. in its use of the Leased Premises, Lessee will comply with all applicable federal, state and local laws and with all rules, regulations and orders of all regulatory authorities having jurisdiction. 20. Ate' Iicab�e Law, The Laws of the State of Colorado shall apply to this Surface Lease Agreement, Any legal action shall be brought in the District Court for the City and County of Denver, Colorado, or United States District Court for the District of Colorado, and the Parties consent to such exclusive jurisdiction and venue. The Parties agree to forego any rights to a jury trial that may be applicable, 21. Time of the Essence. Time will be of the essence in carrying out Lessee's obligations cinder (his Surface Lease Agreement. 22. Confidentiality. Lessee agrees that, except as required by regulatory authority having jurisdiction over Lessee or its activities on the Leased Premises, it shall keep the terms and provisions of this Surface Lease Agreement confidential and not disclose them to any third party (other than Lessee's agents, consultants, counsel and other representatives) without Lessor's prior written consent. In the event that Lessee is required to provide a copy of this Agreement to any regulatory authority, it shalt be marked "confidential" and the terms of paragraph 4 shall be redacted. The Page 12 al 13 obligations contained in this paragraph 22 shall survive termination of Ih S Surface Use Agreement for a period of six (6) months. 23. Memorandum of Agreement. The Parties agree that this Surface Lease Agreement will not be recorded in the Garfield County records; however, at the request of either Party, the Parties will execute for recording purposes a memorandum of surface lease agreement in recordable form evidencing the existence of this Surface Use Agreement, 24. Entire A roomont. This Surface Lease Agreement represents the full understanding between the Parties concerning the matters set forth in this Surface Lease Agreement. IN TESTIMONY WHEREOF. the Parties hereto have executed this Surface Lease Agreement as of the day and year first written, Lasser: Berry Petrorer ii ompany By: �-- 7 Na, • aniel G. Anderson M � Nam, Cwx,y 11/- Title - C! fX f, f hre, it f-^' Date. -7/2,8 Zrag, Lessee: Enterprise Gas Processing, LLC Title: Vice President 18, �voe). Page 13 of 13 EXE ttr?'i ii-] 1 1044 t,eurr FR(POSH)1 LASE LEGAI, DESCRIPTION PROPOSED LEASE PARCEL SITUATE IN THE E'!{2 OF 1111; SWI/4 OF SECTION 33 T 5 S, R 96 W, 6"R P,M., G ARP IE€.D CCft7Vry, COLORADO LN BERRY PETROLEUM COMPANY LANDS MAY 3, 1008 A parcel of land for a Lease I'an:el situate in the north }calf of the southwest quarter of Section 33 in'1'ownship 5 South and Range 96 West visite Sixth Principal 1lcridittn in Garfield County, Colorado and being described as follovis: Considering tic north line of the south half of said Section 33 as bearing South 84" 19' 05" East and ; II tltc bearings contained herein ate tot-ctewed From. Ienninus of the said north fine being 117orittn7Cn1CCI with brats caps set by the 13. S. General 1_nnd Office survey in 1917. Commencing at the west quarter coiner of said Suction 33; Thence. South 79" 37' 22" Est a distance of330.73 feet to the Point 01 -Beginning; THENCE, South 88° 19' 'Ii1ENC1:, South 280 03' .1.1.1ENCI:, South 43° 25' THENCE, South 30° 42' T111:NCI , South 54° 00' THENCE. South 50" .10' the said Section 33 bears 2'11I:NCF., North 26°47' TH1:NCI , North 26" 46' 7 I IENC i?, North 29' 47' 05" Fast a distance of 1430.84 feet; 03" West a distance of 211.09 feet; 31" West a distance of 155.78 Teel; 49" West a distance of 245.12 flet; 19" West :t distance of 38258 feet; I I" West a distance of 342,74 rcct, front which the southwest coiner n!' South 30' 17' 17" West a distance of 1136.07 feet; 58" West a distance of 538.82 tcc(; 40" West a distance of 710.42 feet; 14" West a distance of 37:3.99 feet to Point Of Beginning 'Fhc above described parcel of bind containing 703.522 situate feet or 17.53 acres of and rs subject to nag easements, conditions amt'or restrictions that may cast on or within ns lines. S[3RYI VOR S STA7'[:MEN1' 1. Ronald C. Ronda:, an agent and employee on behalf for!). contract to Enterprise- Products to survey the above described hereon is a eorrcct representation offs survey made under my 2008 REFERINCli DRAWING Net. 16044 -berry (EX/ H) R. Griffin & Associates, Inc. tinder Lease Parcel, state the description authority coilt1 °11b� nil 10. i' . C ) fE't (). 17065 SCALL: I ` woo' 00' U [ STATE OF COLORADO COUNTY OF GARFIELD APPARENT O1FhERS,,I7' 131: RRY l'FTRa FLIM COMPANY LEGEND FOUND MONUMENT SECTION CORNER cocil FOUND MONUMENT OUARTER C0PJ11tR 0 PARCEL CORNER BASIS OF DA1 r/AI MD 27, COLORADO CENTRAL ZONE BASIS 0FDE4RINGS NORTH LINE OP South la OF SECTION 33 AND DEARING S 88' 18'05'E. MPNUMl?NTF.O AS BROWN rrJ 1.1 io F GSD I1G ,p ri ri Sj 1:y:ifzEil'1A . ' SECHON33, IMINSEP S01174 RANGEHF '; of* 6thR,3C, sOEi=IG'OZ'[ 2644.17' C,LfI 16C _ I S 79'37'2'2' J` 370.7:1' 580'1911'M ti I ' r rr Min -_ _. JYJ!lt7+pzJTl,7f - irr CO,lIIEANI• l r 11 �--_-I�r•;�:i.=t? X444 '5.1). E If 1 1 1 1 GL fJ LBC TSS"' SECT! 33 R✓{/W, L]NT TAT{LF _ 1 [HE;' _ 11rAH1NG LINK; TIN �_ It 5811.1?•05•C 14301_e'tt L S28•03'03*v SEI A`i 1 _LJ R43'25'31=1/ Iy5.IF1'1 L4 S30'4,`49'y ?4j,1? { _ LS Sf4'00']9'1 ay2.`iE1'1___ L6 S:rS 4'40 IE'11 :i4? 7•j: :L 7 11?6'47'5Q'V RIBI3 ' LB rN26'46'40'V-?Ip47' 1.9 Nr�9',47'14•V 374.r1 7.1 TE MJV/YI' OF SURVEYOR: 1, RONALD C. ftFl NKE AN AGENT ANL) LIVPLOI[:L ON IWII.A1 F FOR t] R. f:i1If.l-iN 8 ASSOCIATES, INC LINTER CON TRACT TO FNTFf1PRrF PRODI1cJS ;0 SURVEY 1HHE LEASE PARCEL SHOWN HEREON MADE UNDER V.YAUIHOUT lPi, COMMENCINU O ITHL: Win OAY QF APfl1l, Qg , S1ATL: IBIS MAP IS ACORRCCT ItE:PRESENTA7f()T4 QF THE' SA,0 SVRVEY. THE ABOVE SHOWN LCASL PARCEL [Mi1NG SUE1JLCT T(1 ANY EASE;h1E=NTS, CONDITIONS OR RESTRICTIONS THAT MAY EXIST ON ANr) W1TIfIN TS I rN1 S LEASE. PARCEL AREA: 76'J.522 SQUARE FEET OR 17.5,9 ACRES. yrs RIFFIN & ASSOCIATES, INC. 1414 am sr., ROOK SPRINGS, WY87901 SCALE: 1'. 11t7OO' omit J00No. W144Lwry EXHICIT D .SlIEET I of f PROPOSED L EASE PARCEL IN THE All OF THE Si/ ,Q OF SECTION 33, TSS, RAW, GARFIELD COUNTY, COLORADO PREPARED FOR: ENTERPRISE PRODUCTS Exhibit "A2 $1 3 MOC Berry Legand Nam hprnu. fvice M�crcot ItNI CI,e0C Derry .5.0a;A U.Lr a?rt, Leal' ri.311 ,_ . . a 28 5S 96W Portion or road , included in Agreement • • . Porton of road included in Agreement 6S 97W a+1t c CL Nam M' Marathon biI Campnny u. Qo Piceance Basin Ex h iprt 'D' Access /toad over moc F3orry Surface SURFACE LEASE AGREEMENT STATE OF COLORADO COUNTY OF GARFIELD THIS SURFACE LEASE AGREEMENT, made effective on this ay of July, 2008, by and between Marathon Oil Company, an Ohio corporation, 5555 San Felipe, Houston, Texas 77056, hereinafter called "Lessor", and Enterprise Gas Processing, LLC, a Delaware limited liability company, 1100 Louisiana, Houston, Texas 77002-4324, hereinafter called "Lessee". The entities' named above may sometimes individually be referred to as "Party" and collectively as "Parties." WITNESSETH: For and in consideration of Ten Dollars ($10.00) and other valuable consideration, and the mutual covenants herein contained, Lessor does hereby lease unto Lessee the surface of the following described property, situated in Garfield County, Colorado: A seventeen and fifty three one hundredths (17.53) acre parcel of land situated in the SW% of Section 33, Township 5 South, Range 96 West of the 6th PM, and which is more particularly described in the attached Exhibit "Al". The above described property is hereinafter referred to as the "Leased Premises." The Parties recognize that Lessor and Berry Petroleum Company ("Berry") each owns an undivided interest in the surface of the Leased Premises, that this Surface Lease Agreement covers and includes Lessor's interest only, and that Berry's interest in the Leased Premises is or will be leased to Lessee under a separate agreement. This Surface Lease Agreement covers surface rights only, and does not include the right to explore for or produce oil, gas or other minerals. This Surface Lease Agreement is given subject to all leases, conditions, limitations, and reservations, if any, of record or arising by operation of law, and the rights of any parties pursuant to same. The rights leased to Lessee herein shall be non-exclusive and Lessor shall have the continuing right to access the Leased Premises and to use the Leased Premises in any way which does not unreasonably interfere with Lessee's use of the Leased Premises. Lessor makes no warrantees or representations concerning the title to the Leased Premises. In addition, Lessor hereby grants to Lessee a non-exclusive access right-of- way to the Leased Premises for ingress and egress to the Leased Premises, as shown on the attached Exhibit "B". This access right-of-way shall terminate with the expiration of this Surface Lease Agreement. This Surface Lease Agreement is made subject to all existing agreements, whether of record or not, affecting the Leased Premises, including, but not limited Page 1 of 12 to, rights-of-way, licenses, leases and other agreements. This Surface Lease Agreement is subject to the following terms and conditions: 1. Purposes of Surface Lease Agreement. The Leased Premises shall be used by Lessee to construct and operate a compressor station to be constructed on the Leased Premises as shown on the attached Exhibit "A2", the "Purposes." No additional equipment or facilities may be placed on the Leased Premises without the written permission of the Lessor. Any attempt by Lessee to use the Leased Premises for any other purpose shall be considered a breach under this Surface Lease Agreement pursuant to Paragraph 8 hereof, notwithstanding any other provision herein. 2. Conduct of Activities on Leased Premises; Certain Obligations of Lessee. Lessee's use of the Leased Premises is subject to the following conditions: a. Lessee agrees to maintain and operate the Leased Premises in such manner that the operation thereof will in no way unreasonably hinder or prevent Lessor's use and enjoyment of Lessor's surface not otherwise covered by this Surface Lease Agreement, including use thereof for exploration, mining, oil shale development, oil and gas development, farming, ranching and land development. b. Lessee agrees to replace or rebuild, to the satisfaction of Lessor, any and all parts of any road or any drainage or other improvement that may be damaged in connection with Lessee's activities conducted pursuant to this Surface Lease Agreement. c. Lessee shall maintain current as -built drawings for all facilities located within the Leased Premises and shall promptly provide Lessor with copies of such drawings each time they are updated. d. In conducting its activities under this Surface Lease Agreement, Lessee shall take all necessary precautions to prevent brush and grass fires and shall meet or exceed all regulatory requirements relative to fire suppression on the Leased Premises. e. No use or possession of firearms, explosives, weapons, alcoholic beverages, illicit or unprescribed controlled drugs or drug paraphernalia, or dogs or pets are allowed on the Leased Premises. There shall be no hunting or fishing allowed on the Leased Premises Page 2 of 12 and recreational use of motor bikes and all terrain vehicles is prohibited. Lessee agrees to notify all of its contractors, agents and employees of these restrictions. Any individual or company that violates this provision will be asked to leave the Leased Premises and shall not be permitted to return. f. Access to the Leased Premises shall be limited to Lessee's management and employees or contractors required to conduct operations for the Purposes only. Except in the case of emergencies or required by law, Lessee shall notify Lessor twenty-four (24) hours prior to entry by non -required personnel, including but not limited to regulatory agencies, provided Lessee is aware of the need for entry. Lessee shall not access any other property owned by Lessor without first obtaining Lessor's permission. g. Lessee shall control noxious weeds of any kind that develop on the Leased Premises. Any non -biodegradable chemical spraying of soil for weed control shall not be done without advance approval by Lessor. h. Lessee shall provide Lessor with a copy of its emergency response plan along with a list of 24-hour emergency contacts responsible for Lessee's operations on the Leased Premises prior to commencement of any such operations. L Lessee shall be solely responsible for construction, maintenance, removal and reclamation activities upon the Leased Premises and all of Lessee's operations in and about the Leased Premises shall be performed and conducted in a careful, safe and workmanlike manner. Lessee shall provide Lessor (promptly upon Lessee's receipt thereof or concurrently with Lessee's filing thereof, as applicable) copies of all environmental permits and notices received or obtained by Lessee from any regulatory authority, and all documents filed by Lessee with any regulatory authority, concerning activities on the Leased Premises including, but not limited to, stormwater construction permits and air quality permits. J. k. Lessee shall conduct a sage grouse habitat evaluation prior to commencement of any construction on the Leased Premises and shall furnish to Lessor the results of such evaluation promptly upon completion thereof. I. No construction or other work shall commence on the Leased Premises until such time Lessee demonstrates to the satisfaction of Lessor that it has obtained all permits required to carry out the Purposes of this Surface Lease Agreement and has provided Lessor copies of the same Page 3 of 12 as required by paragraph 2.j. above. Lessee shall ensure, at its sole expense, that it and its agents, contractors and subcontractors comply with usual and customary oil field standards and with all applicable federal, state and local statutes, rules, regulations and ordinances, including without limitation, those of the Occupatioinal Safety and Health Administration (OSHA), the Colorado Oil and Gas Conservation Commission (COGCC) and the Colorado Department of Public Health & Environment, Water Quality Control Division (CDPHE) relating to safety and the environment. m. Lessee shall not have the right to use any water or water rights of Lessor and Lessee shall ensure all fresh water used on the Leased Premises comes from a legal supply of water. Lessee shall conduct annual testing of surface and groundwater sources to detect any contamination and shall provide Lessor copies of such test results. n. in conducting activities on the Leased Premises, Lessee shall use best industry practices for noise and lighting reduction in populated areas, regardless of whether or not the Leased Premises is located in a populated area. o. Lessee shall promptly enclose, at its own cost and expense, the Leased Premises with a chain link fence with two (2) strand barbed wire on the top. p. At all times during the duration of this Surface Lease Agreement, Lessee shall keep its facilities on the Leased Premises in good and safe condition. 3. Term. This Surface Lease Agreement shall be effective for a period as long as that certain Services Agreement ("Agreement") dated as of September 11, 2007, by and between Lessor and Lessee remains in effect or until Lessee provides written notice of its election to terminate this Surface Lease Agreement, subject to the provisions of paragraphs 7 and 8. 4. Payments. Prior to or concurrently with the execution of this Surface Lease, Lessee shall pay Lessor $ in consideration for this Surface Lease. 5. Maintenance and Restoration of the Leased Premises. Page 4 of 12 Lessee will maintain the Leased Premises during the term of this Surface Lease Agreement in good repair, clear of refuse and litter. Upon termination of this Surface Lease Agreement, Lessee will return the Leased Premises to Lessor in its original or better condition, normal wear and tear excepted. The use, maintenance and restoration of the Leased Premises shall include the removal of top -soil from the Leased Premises separately from other material removed by Lessee in connection with its activities on the Leased Premises, and the replacement of such topsoil during restoration work, Lessee further agrees to insure that the Leased Premises shall be left free of any large stones, holes, or piles of dirt which would interfere with farming, ranching and/or other operations thereon. All stones, brush and debris uncovered on, removed from or deposited on Lessor's lands as the result of activities permitted hereunder shall be disposed of at Lessor's direction. All cuts, fill slopes, pit and topsoil piles and soil piles will be stabilized and revegetated immediately following construction. Land surrounding the Leased Premises will be brought back to a 3-1 slope during interim reclamation. All areas of soil disturbance shall be smooth graded, cultivated to provide a loose seed bed of a minimum of 6 inches in depth, fertilized with 250 pounds of 46-0-0 per acre, seeded with the seed mixture listed below, and mulched with 11/2 tons of grass hay crimped into the soil. Lessee shall continue to maintain stormwater erosion controls during this phase of reclamation. Lessor retains the option of altering the seed mixture before seeding is conducted, it being the intention of the Parties to revegetate the Leased Premises in order to control erosion, weed growth. MixtureNariety Pure % Mountain Brome, Bromar 17.35 Russian Wild Rye, Boziosky 17.12 Orchardgrass, Paiute 16.84 Intermediate Wheatgrass, Oahe 16.45 Regreen 404 14.70 Crested Wheatgrass, Hycrest 7.25 Pubescent Wheatgrass, Luna 7.14 Lessee shall continue to reseed and cultivate until successfully reestablishing self-sustaining vegetation. Reseeded areas shall be properly mulched except in pastures and hay fields. Lessee shall spray all areas affected by construction or restoration to control noxious weeds for a period of no less than three growing seasons. 6. Environmental Protection Lessee agrees to provide Lessor a site specific Spill Prevention Control Page 5 of 12 and Countermeasure (SPCC) plan which is acceptable to and approved by Lessor within thirty (30) days of construction on Leased Premises. Upon approval of the SPCC by Lessor, it shall become Exhibit "C" to this Surface Lease Agreement. If Lessee fails to obtain approval of the SPCC from Lessor or if Lessee fails to follow said approved SPCC, Lessee shall be considered in breach of this Surface Lease Agreement pursuant to Paragraph 8 hereof. Should any discharge, leakage, spillage, emission, or pollution of any type occur upon the Leased Premises as a result of Lessee's operations Lessee shall promptly report them to Lessor and others in accordance with applicable regulations. Lessee, at its sole expense, shall be obligated to clean the affected lands to meet applicable local, state and federal standards. Lessee agrees to defend, indemnify and hold harmless Lessor from and against all liability, costs and expenses (including without limitation any fines, penalties, judgments, litigation costs and attorneys fees) incurred by Lessor as a result of any such discharge, leakage, spillage, emission or pollution that is a result of Lessee's operations pursuant to this Surface Lease Agreement, regardless of whether such liability, costs, or expenses arises during or after the Term, unless such liability, cost or expense is proximately caused by the active negligence of Lessor. Lessee agrees to prepare a Stormwater Management Plan and obtain a Construction Stormwater Discharge Permit as required by CDPHE and to conduct its activities on the Leased Premises in compliance with said plan and permit. Lessee shall obtain all air permits required in connection with Lessee's activities or operations on the Leased Premises. 7. Termination of Agreement. a. If, at any time after the effective date hereof, Lessee fails to use the Leased Premises for the Purposes provided hereunder for more than three hundred sixty-five (365) consecutive days, Lessor may by written notice to Lessee terminate this Surface Lease Agreement, subject to the provisions herein concerning site reclamation and facility removal and subject to liabilities accrued prior to termination. At such time as Lessee has reached the three hundred sixty-five (365) day threshold, Lessee must deliver notice of the nonuse to Lessor within one (1) month of said threshold date. If Lessee fails to deliver said notice of nonuse to Lessor within the specified one (1) month time period, and notwithstanding any other provision of this Surface Lease Agreement, then the Surface Lease Agreement will automatically terminate. Page 6 of 12 b. Upon termination of the rights herein given, Lessee shall execute and deliver to Lessor, within thirty (30) days after written demand therefor, a good and sufficient release of all interest of Lessee in the Leased Premises so terminated. Should Lessee fail or refuse to deliver to Lessor such release, a written notice by Lessor reciting the failure or refusal of Lessee to execute and deliver said release, as herein provided, shall after ten (10) days from the date of recordation of said notice, be conclusive evidence against Lessee and all persons claiming under Lessee of the termination of this Surface Lease Agreement or a portion thereof and all interest of Lessee hereunder as to that portion, subject to Lessee's obligation to remove its property within ninety (90) days of such termination. Termination shall not operate to extinguish any obligations of Lessee which have accrued at the time of termination, or which accrue hereunder upon termination. 8. Breach. If Lessee defaults in the performance of any of its obligations under this Surface Lease Agreement, Lessor shall notify Lessee in writing of such breach. This Surface Lease Agreement may be terminated at Lessor's discretion if such default continues for a period of thirty (30) days after Lessor notifies Lessee in writing of such default and Lessor's intention to terminate this Surface Lease Agremeent, and Lessee has not cured the default within such thirty (30) day period or has not undertaken actions reasonably calculated to cure the default within such period and thereafter pursued such actions with reasonable diligence. Thereafter, Lessor will have the right, without further notice or demand, to enter the Leased Premises, remove all of Lessee's personal property that may be located thereon, and restore the Leased Premises to their original condition, without waiving any other remedies to which Lessor may be entitled. If, within ninety (90) days after the date of Surface Lease Agreement termination, Lessee does not fully reimburse the costs Lessor incurs in removing and storing Lessee's personal property and restoring the Leased Premises to its original condition, then in addition to Lessor's other rights under this Surface Lease Agreement, Lessor may dispose of the stored property, retain any proceeds from the sale of such property, and maintain an action against Lessee for any deficiency. 9. Removal of Equipment. It is agreed that all buildings, machinery and other material, equipment and property placed on the Leased Premises by Lessee shall not become part of the real property but shall remain the personal property of Lessee, and that Lessee shall have the privilege of removing, so long as it Page 7 of 12 does so within ninety (90) days of termination, all personal property and improvements placed by it on the Leased Premises. If Lessee fails to remove its personal property from the Leased Premises within ninety (90) days following termination of this Surface Lease Agreement, Lessor shall have the right to either: a) assume ownership thereof without the necessity of a formal conveyance or bill of sale from Lessee, and/or to dispose of such personal property and retain any proceeds from the sale thereof, or b) to remove or have the equipment and property removed with all costs of accomplishing the same, including any and all costs associated with compliance with restoration as described in paragraph 5 above, being fully recoverable from Lessee. 10. Indemnification. LESSEE AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD LESSOR AND ALL OF LESSOR'S AFFILIATED AND PARENT AND SUBSIDIARY COMPANIES, JOINT VENTURERS AND PARTNERS, AND ALL OF THE AFORESAID ENTITIES' OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, INVITEES AND INSURERS ("INDEMNITEES") HARMLESS, FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, INJURY, COSTS (INCLUDING ATTORNEY FEES), EXPENSES, FINES, CLAIMS, DEMANDS AND CAUSES OF ACTION ARISING OUT OF, OR IN ANY WAY CONNECTED WITH LESSEE'S ACTIVITIES OR OPERATIONS UNDER THIS SURFACE LEASE AGREEMENT, FOR INJURY TO OR ILLNESS OR DEATH OF ANY PERSON (INCLUDING BUT NOT LIMITED TO AN INDEMNITEE OR AN EMPLOYEE OR AGENT OF LESSEE OR LESSEE'S CONTRACTORS OR SUBCONTRACTORS OR ANY THIRD PARTY) OR FOR LOSS OF OR DAMAGE TO PROPERTY (INCLUDING BUT NOT LIMITED TO PROPERTY OF INDEMNITEES, LESSEE, LESSEE'S CONTRACTORS OR SUBCONTRACTORS OR ANY THIRD PARTY) OR FOR VIOLATION OF ANY FEDERAL, STATE OR LOCAL LAWS, RULES, REGULATIONS, AND ORDERS, INCLUDING BUT NOT LIMITED TO THE COMPREHENSIVE ENVIRONMENTAL, RESPONSE, COMPENSATION, AND LIABILITY ACT OF 1980, AS AMENDED (CERCLA) AND THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1975, AS AMENDED (RCRA). THIS INDEMNITY SHALL NOT APPLY TO THE EXTENT THAT IS IS VOID OR OTHERWISE UNENFORCEABLE UNDER APPLICABLE LAW. 11. Lessee Insurance Requirement. Lessee agrees to obtain and maintain insurance acceptable to Lessor which is primary to any other insurance or self-insurance and which names Lessor as additional insured with respect to liability arising out of Page 8 of 12 Lessee's performance hereunder, but only to the extent of liabilities assumed by Lessee under this Surface Lease Agreement, and includes a Severability of Interest Clause (Cross Liability) which Additional Insured Endorsement shall not exclude or restrict coverage based upon the alleged or actual negligence of the Additional Insured. Such insurance shall at a minimum include: a. Commercial General Liability Insurance Form or the equivalent covering Lessee's contingent liability, Premises Operations, Completed Operations and Products Liability, Contractual Liability, and if requested by Lessor, liability arising from explosion, collapse, or underground property damage, all with a minimum combined single limit of $2,000,000 each occurrence, for Bodily Injury and Property damage including personal injury. b. Comprehensive Automobile Liability insurance or Business Auto Policy covering all owned, hired or otherwise operated non -owned vehicles with a minimum combined single limit of $2,000,000 each occurrence for Bodily Injury and Property Damage. c. Workers Compensation insurance as required by law, covering all states of operation, and Employers Liability Insurance with a minimum of $1,000,000 each occurrence. Lessor reserves the right to change its minimum insurance requirements. Before commencement of any activities on the Leased Premises pursuant to this Surface Lease Agreement, Lessee shall furnish Lessor with Policies or Certificates of Insurance acceptable to Lessor confirming compliance herewith and providing that no coverage will be canceled or materially changed prior to 30 days advance written notice to Lessor. Subrogation against Lessor shall be waived as respects all of the insurance policies set forth above. An Alternate Employer Endorsement may be substituted for the Additional Insured Endorsement only with respect to Workers Compensation Insurance and Employer's Liability insurance. The insurance required hereunder in no way limits or restricts Lessee's obligations under numbered paragraph 10 above. Further such insurance shall be in no way limited by any limitation expressed in numbered paragraph 10 above, nor any limitation placed on the indemnity therein given as a matter of law. if Lessee employs other contractors or subcontractors to perform any work hereunder, then Lessee agrees to require such contractors and subcontractors to obtain, carry, maintain, and keep in force during the time in which they are engaged in performing any work hereunder, policies of insurance which comply with the requirements as set forth above and to furnish copies thereof to Lessee. Contractors and subcontractors must also obtain waivers of Subrogation from their insurers protecting Lessor. Failure to maintain said insurance, as required herein, shall constitute a material breach and shall be sufficient grounds Page 9 of 12 for the immediate cancellation or suspension of this License by Lessor. Any failure on the part of Lessor to insist upon strict adherence by Lessee to the insurance requirements hereunder shall in no event be construed to be a waiver of any of said requirements. 12. Warranty. This Surface Lease Agreement is made without warranty of title, express or implied, and is expressly subject to any exceptions and reservations and other matters affecting title of record, including all existing easements, rights-of-way, licenses, leases and other agreements affecting the surface or subsurface of the Leased Premises and Lessor further reserves the right to grant other easements, rights-of- way, licenses, leases to third parties to cross over or under these Leased Premises. Lessee is responsible for obtaining any necessary third party consents prior to conducting activities on the Leased Premises pursuant to this Surface Lease Agreement. 13. Assignment. Lessee shall have neither the right nor the power to assign this Surface Lease Agreement, in whole or in part, to any other party without the prior written consent of Lessor, such consent not to be unreasonably withheld, conditioned or delayed. Any attempted assignment made in contravention of this provision will be, in Lessor's sole discretion (and in addition to any other remedy available to Lessor at law or in equity), voidable and of no force. The granting of Lessor's consent to any assignment will be effective only as to the specific assignment then the express subject of such consent, and any subsequent assignment which may be proposed or attempted will be ineffective without Lessor's prior written consent. 14. Liens. Lessee will pay all claims for labor and materials that may be furnished on its behalf, and will defend, indemnify and hold Lessor harmless against all liens, encumbrances and claims that may be filed against the Leased Premises and all liabilities, penalties, fines, payments, judgments, damages, losses, costs and expenses (including without limitation attorneys' fees and court costs) incurred and/or paid in connection with same. 15. Taxes. Within thirty (30) days after demand from Lessor together with supporting documentation, Lessee will pay all taxes that may be Page 10 of 12 assessed directly or indirectly against the Leased Premises because of improvements constructed or placed on the Leased Premises by Lessee and will reimburse Lessor for any increase in taxes paid by Lessor resulting from the value of such facilities, whether or not separately assessed. Lessor will otherwise pay all taxes assessed against the Leased Premises based upon the valuation of the Leased Premises as of the date of assessment. The provisions of this paragraph will survive termination of this Surface Lease Agreement. 16. Notices. Any notices required or permitted under this Surface Lease Agreement shall be given in writing. The notice shall be served either personally or by registered or certified mail with return receipt requested. Service shall be effective when received. All notices hereunder shall be directed to the addresses set forth below or such substitute address or addresses as provided to the parties at least thirty (30) days in advance of any notice. Present addresses to which notices shall be sent in accordance with the provisions of this paragraph are: Lessor: Marathon Oil Company Attn:New Ventures Land Manager 5555 San Felipe Houston, TX 77056 Facsimile: 713-296-4495 Lessee: Enterprise Gas Processing, LLC Attn: Land Manager 2727 North Loop West Houston, TX 77008-1044 Facsimile: 713-803-1349 17. Successors and Assigns. The terms, conditions and provisions of this Surface Lease Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. 18. No Waiver. Lessor's failure to enforce a remedy for any particular violation of the terms of this Surface Lease Agreement will not constitute a waiver of such terms nor will same prevent the exercise by Lessor of any remedy or remedies for any other violation or for the same violation occurring at any other time or times. Page 11 of 12 19. Compliance with Law. In its use of the Leased Premises, Lessee will comply with all applicable federal, state and local laws and with all rules, regulations and orders of all regulatory authorities having jurisdiction. 20. Applicable Law. The Laws of the State of Colorado shall apply to this Surface Lease Agreement. Any legal action shall be brought in the District Court for the City and County of Denver, Colorado, or United States District Court for the District of Colorado, and the Parties consent to such exclusive jurisdiction and venue. The Parties agree to forego any rights to a jury trial that may be applicable. 21. Time of the Essence. Time will be of the essence in carrying out Lessee's obligations under this Surface Lease Agreement, 22. Entire Agreement. This Surface Lease Agreement represents the full understanding between the Parties concerning the matters set forth in this Surface Lease Ag ree me nt. IN TESTIMONY WHEREOF, the Parties hereto have executed this Surface Lease Agreement as of the day and year first written. Lessor: Marathon Oil Company By: �7i .0.--,--t----\/ Name: -.1. &041-11 41.11 Title: Attorney -in -Fact Date: J (y / 1.1 2-6 c 4f Lessee: Enterprise Gas Processing, LLC Page 12 of 12 Title: Date: EXHIBIT A-1 / 1 6G4.1.bee n y PROPOSED LEASE LEGAL DESCRIPTION PROPOSED LEASE PARCEL SITUATE IN THE N1/2 OF THE SWII4 OF SECTION 33 T 5 5, R 96 W, 61h P.M., GARFIELD COUNTY, COLORADO IN BERRY PETROLEUM COMPANY LANDS MAY 3, 2008 A parcel of land fbr a Lease Parcel situate in the north half of the southwest quarter of Section 33 in Township 5 South and Range 96 West of the Sixth Principal Meridian in Garfield County, Colorado and being described as follows: Considering the north line of the south half of said Section 33 as bearing South 88° 19' 05" East and all the bearings contained herein arc referenced from. The terminus of the said north line being ntonumented with brass caps set by the U. S. General Land Office survey in 1917. Commencing at the west quarter corner of said Section 33; Thence, South 79' 37' 22" East a distance of 330.73 feet to the Point Of Beginning; THENCE, South SS' 19' THENCE, South 28° 03' THENCE, South 43° 25' THENCE, South 30° 42' THENCE South 54° 00' THENCE, South 50° '10' the said Section 33 bears THENCE, North 26° 47' THENCE, North 26° 46' THENCE, North 29' 47' 05" East a distance of 1430.84 feet: 03" West a distance of 211.09 feet; 31" West a distance of 155.78 feet: 49" West a distance 01 245.12 feet: 19" West a distance of 382.58 feet: 11" West a distance of 342.74 feet, from which the southwest corner of South 30° 17' 17" West a distance 01 1836.07 feet; 58" West a distance of 538.82 feet; 40" West a distance of 210.42 feet: 14" West a distance of 374.99 feet to Point Of Beginning The above described parcel of land containing 763,522 square feet or 17.53 acres of and is subject to any easements, conditions and/or restrictions that may exist on or within its lines. SURVEYOR'S STATEMENT 1, Ronald C. Rennke, an agent and employee on behalf for D. contract to Enterprise Products to survey the above described hereon is a correct representation of a survey made under my 2008. REFERENCE DRAWING No. 16044 -bent' (EXHIBIT 8) R. Griffin 8; Associates, Inc. tinder Lease Parcel, state the description authority coaci7> Aril 10. PLS :o-fr�. 37065 EXHIBIT A-1 / 2 SCALE 500' 0 1" = 1000' 1000' STATE OF COLORADO COUNTY OF GARFIELD APPARENT OWNERSHIP BERRY PETROLEUM COMPANY LEGEND FOUND MONUMENT SECTION CORNER FOUND MONUMENT QUARTER CORNER O PARCEL CORNER BASIS OF DATUM NAD 27, COLORADO CENTRAL ZONE RAMS OF HEARINGS NORTH LINE OF South 1i2 OF SECTION 33 ANO BEARING S 88° 19' 05' E, MONUMENTED AS SHOWN. SECTION33, TOWNS GLO BC Iii, S88.16'o2'E 2644.77• S 79'37`22' E 330.73' S88.19`05'E 5 SOMA RANGE 96 WEST of the Rh PM GLO BC � r BERRY PERTOL.ELM. COhMPANY I/1 ti/1.0 62/ • u3 7T5S` SEC. 33 R96W 4. S88'19'O5'E�_ 2637,68' LINE TABLE LINE BEARING LENGTH Ll S88'19'05'E 1430.84' LE S28'03'03'W 211.09' L3 S43'25'31'W 155.78' L4 530'42'49'W 245.12' L5 S54'00'19'W 382.58' L6 S50'40'11"W 342.74' L7 NE6'47'50'W 538.8E' L8 N26'46'40'W 210.4E' L9 N29'47'14'W 374.99' STATEMENT OF SURVEYOR: 1, RONALD C. RENNKE , AN AGENT AND EMPLOYEE ON BEHALF FOR D. R. GRIFFIN & ASSOCIATES. INC UNDER CONTRACT TO ENTERPRISE PRODUCTS TO SURVEY THE LEASE PARCEL SHOWN HEREON MADE UNDER MY AUTHOURITY, COMMENCING ONTHE 10th DAY OF APRIL, 2008 , STATE THIS MAP IS A CORRECT REPRESENTATION OF THE SAID SURVEY. TI -IE ABOVE SHOWN LEASE PARCEL BEING SUBJECT TO ANY EASEMENTS, CONDITIONS OR RESTRICTIONS THAT MAY EXIST ON AND WITHIN TS LINES. LEASE PARCEL AREA: 763,522 SQUARE FEET OR 17.53 ACRES, cyli R7r� PLS CO l_ Se W00-'37065 GLO BC (307) 3624028 9414 ELK ST., ROCK SPRINGS, WY 82901 DRAWN: 5/03/08 rcr SCALE. 9'= 1000' REVISED: ORG JOB No. 16044 -berry EXHIBIT 8 SHEET 1 OF PROPOSED LEASE PARCEL IN THE N OF THE SW, OF SECTION 33, T5S, R96W, GARFIELD COUNTY, COLORADO PREPARED FOR: ENTERPRISE PRODUCTS EXHIBIT A-2 u'.6L'.�5ths;ryy.,�1•yy�A�yA'{`sS� uhS^wln.SiF 5S 96W 28 34 Portion of road included in Agreement Portion of road included in Agreement 3 6S 97W Legend mom Ingress !Egress Access Road 0MOC Berry Surface El Marathon Leasehold 4Y \\\ Wyk \• �. 4 Y '4 ~�L��•~Y �': yy \\.\\\\\ \''ti••\ " \\, 0 0,125 0.25 0.5\ IAN \ a Marathon Oil Company tL Piceance Basin Exhibit "B" Access Road over MOC Berry Surface HAD 27 Colorado Uinta! 610 1e Plano Ingress Egress Exhibitmxd 7/14/2008 Enterprise Products - ENTERPRISE PRODUCTS PARTNERS L.P. ENTERPRISE PRODUCTS GP, LLC, GENERAL PARTNER ENTERPRISE PRODUCTS OPERATING LLC ENTERPRISE PRODUCTS OLPGP, INC., SOLE MANAGER Cody Deru Sr. Project Manager Denver — NGS 370 17t Street, Suite 3560 Denver, CO 80202 Cody: Enterprise Products Operating LLC will conduct the annual surface and groundwater testing specified in section 2.m. of the Berry / Enterprise Agreement. A Colorado State certified laboratory will be engaged to do the sample collection and analysis and to provide a report on contaminant concentrations. Analysis will be based on potential contaminants associated with operations of the facility. if you have any questions please call me at (71.3) 803 — 5470 or Deodat Bhagwandin @ (713) 803 - 8353. Sincerely, CI. ' on A. Roesler Mgr. Environmental Permitting P.O. Box 4324 Pious/on,. Texas 77210-4324 713.680.0500 2727 Hort' Loop West HoUslon, Tecas 77008-1044 www.epplp.com SERVICES AGREEMENT BY AND BETWEEN MARATHON OIL COMPANY AND ENTERPRISE GAS PROCESSING, LLC DATED AS OF SEPTEMBER 11, 2007 1E01.1S OY: 022384.00057: 1178523v19 TABLE OF CONTENTS HOUSTON: 022384.40057: 1 17$523v 19 TABLE OF CONTENTS RAQ\ A,,1?„ HOUSTON: U22384.00057; 1 1785230 9 TABLE OF CONTENTS €IOUS TON: (122384.01)057: ! 1785231119 TABLE OF CONTENTS iv 1-10[!51'ON: 022384.00057: 1178523+1N SERVICES AGREEMENT This Services Agreement ("Agreement") is made and entered into effective as of the 111x' day of September, 2007 (the "Effective Dale"), by and between MARATHON OIL COMPANY, an Ohio corporation ("Shipper"), and ENTERPRISE GAS PROCESSING, LLC, a Delaware limited liability company ("Gatherer"). Shipper and Gatherer may be referred to herein individually as "Party," or collectively as "Parties." RECITALS A. Shipper produces Gas in the Piceance Basin Gom wells primarily located in Garfield County, Colorado. B. Gatherer owns thc Piceance Creek Gathering System which is located in the vicinity of Shipper's wells in the Piceance Basin. C. Gatherer is currently constructing the Meeker Plant which is located in the Piceance Basin. D. Gatherer will construct the Jack Rabbit Ridge Gathering System pursuant to the terms of this Agreement. E. Shipper desires, and has the capability, to deliver to Gatherer, and Gatherer desires to receive from Shipper, Dedicated Gas, at the Receipt Points for (i) gathering on the Garden Gulch Gathering System and the Piceance Creek Gathering System prior to the JRR Phase I Completion Date and the Jack Rabbit Ridge Gathering System and the Piceance Creek Gathering System after the JRR Phase 1 Completion Date, and (ii) treating, dehydration, compression and processing at the Meeker Plant. F. In accordance with thc terms and conditions of this Agreement, Gatherer will provide the Services with respect to Dedicated Gas delivered by Shipper to Gatherer hereunder. NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the Parties agree as follows: ARTICLE 1 DEFINITIONS 1.1 (2.4., ac 0\4, 1.2 Accounting Period. The period commencing at 9:00 A.M., Central Clock Time, on the first day of a calendar month and ending at 9:00 A.M., Central Clock Time, on the first day of the next succeeding calendar month. 1.3 Affiliate. Any Person that directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with another Person. The term "control" (including its derivatives and similar terms) shall mean possessing the power to I EOUSPON: 022384.00057: 1 17R 523v19 direct or cause the direction of the management and policies of a Person, whether through ownership, by contract, or otherwise. Any Person shall be deemed to be an Affiliate of any specified Person if such Person owns fifty percent (50%) or more of the voting securities of the specified Person, or if the specified Person owns filly percent (50%) or more of the voting securities of such Person, or if fifty percent (50%) or more of the voting securities of the specified Person and such Person are under common control. 1.4 Agreement. As defined in preamble of this Agreement. 1.5 Attornment Letter. As defined in Section 20.5 of this Agreement. 1.6 Average Daily Pressure, As defined in Section 8.5 of this Agreement. 1.7 Balancing Period. As defined in Section 9.3(c) of this Agreement. 1.8 lief. 1,000,000,000 Cubic Feet. 1.9 Pull Fork Meter. The meter station leased and operated by Gatherer on the Piccance Creek Gathering System, which is Located in Section 16, Township 4 South, Range 97 West, Rio Blanco County, Colorado, or other location as modified from time to time by Gatherer. 1.10 Btu. The amount of heat required to raise the temperature of one pound of pure water from 58.5 degrees Fahrenheit to 59.5 degrees Fahrenheit at a constant pressure of 14.73 pounds per square inch absolute (psia). 1,11 Business Day. Any calendar day that commercial banks in Denver, Colorado aro open for business. 1.12 Central Clock Time, Central Standard time throughout the year, as adjusted for Central Daylight tiJnc. 1.13 Claims. Any and all clainns, demands and causes of action of any kind and all fosses, damages, liabilities, costs and expenses of whatever nature (including court costs and reasonable attorneys' fees). 1.14 CO2. Carbon dioxide. 1.15 Condensate. Hydrocarbons that have condensed from the Gas downstream of the Receipt Points and are collected as a liquid at Gatherer's facilities at or upstream of the Delivery Points. 1.16 Construction Schedule. As defined in Section 7.11 of this Agreement. 1.17 CPI Index. The Consumer Price Index All Urban Consumers (Series ID CUUR0000SA0), Not Seasonally Adjusted, U.S. city average, All items (Base Period 1982-84=100), as published by the United States Department of Labor, Bureau of Labor Statistics. FJOUSTON: 022384 30057: 1 178523v19 1.18 Crieondeniherrn, The lowest temperature above which no liquid will drop out of the Gas phase at any pressure. 1.19 Cubic Foot. The volume of Gas in one cubic foot of space ata standard pressure and temperature base of 14.73 pounds per square inch absolute (psis) and 60 degrees Fahrenheit, respectively. Whenever the conditions of pressure and temperature differ from the foregoing standard, conversion from the foregoing standard conditions shall be made in accordance with the Ideal Gas Laws. 1.20 Daily Balance Gas. As defined in Section 9.3(c) of this Agreement. 1.21 Day or Daily. A period of twenty-four (24) hours, commencing at 9:00 A.M., Central Clock Time, on a calendar day and ending at 9:00 A.M., Central Clock Time, on the next succeeding calendar day. 1.22 Dedicated Area. The area described in Exhibit A. 1.23 Dedicated Gas. As defined in Section 2.1 of this Agreement. 1.24 Dedication, As defined in Section 2.1 of this Agreement. 1.25 Delivery Point Gas. As defined in Section 2,6(c) of this Agreement. 1.26 Delivery Point Gas Quality Specifications. The following specifications: Pressure Temperature Water Content CO2 Content Hydrocarbon Dewpoint Max: 1310 psig (r), Residue Gas compressor Max: 120° F Max: 5 pounds per MMcf of Residue Gas Max: 2.0 mol percent of Residue Gas Max: 15° F Cricondentherm 1.27 Delivery Points. The custody transfer meter located at the interconnect of the Meeker Plant and the interstate Gas pipeline owned by Rockies Express Pipeline, LLC, and such other points as may be added by Gatherer in the hiture from time to time; provided, however, (i) except for the interconnection with TransColorado Gas Transmission Company, the costs, if any, to connect such other points will be borne by the shippers, including Shipper, using such other points and (ii) if the White River Hub is developed and the Meeker Plant is connected to the White River Hub, then each custody meter located at the interconnect of an interstate Gas pipeline with the Whitc River Hub shall also be Delivery Points. 1.28 Effective Date. As defined in preamble of this Agreement. 1.29 .Electricity Factor, The total average delivered cost of all the electricity delivered by third parties to the Meeker Plant during the Month which is two Months prior to the Month for which the applicable fee is being applied, in dollars per kilowatt hour. 1.30 EnCana. EnCana Oil & Gas (USA) Inc., a Delaware corporation. 3 i IOus'oN; 022384,00057: 1175523v 19 1.31 Excess Gas. As defined in Section 2.9 of this Agreement. 1.32 1.33 FERC. As defined in Section 20.2 of this Agreement. 1.34 Firm Capacity Gas. Gas received by Gatherer from any Person for which Gatherer is contractually entitled to interrupt its performance only to the extent of force majeurc (including Force Majeure under this Agreement) or specified periods of maintenance (including Maintenance under this Agreement), including, without limitation, Dedicated Gas up to a maximum of the MDQ. 1.35 Firm Capacity Gas Stripper. Any Person that delivers Firm Capacity Gas to Gatherer. 1.36 Force Majeure. As defined in Section 14.2 of this Agreement. 1.37 Gallon. One (1) U.S. gallon. 1.38 Garden Gulch Field Receipt Point. Any point where Gas entering the Garden Gulch Gathering System is metered. 1.39 Garden Gulch Gathering Agreement. That certain Gas Gathering Agreernent dated July 1, 2007, by and between Gatherer, as "Shipper," and EnCana, as "Gatherer," pursuant to which EnCana will gather Gas on the Garden Gulch Gathering System for Gatherer. 1.40 Garden Gulch Gathering Fuel. The volume of Gas used in the operation and maintenance of the Garden Gulch Gathering System, as measured by an orifice meter or other method providing equivalent accuracy. 1.41 Garden Gulch Gathering System. A twelve inch (12") diameter low pressure Gas gathering pipeline system owned by EnCana as of the Effective Date, beginning in Section 1, Township 6 South, Range 97 West in Garfield County, Colorado, and terminating at 1rnCana's compression and dehydration facility located in Section 30, Township 5 South, Range 95 West, Garfield County, Colorado, together with any temporary pipelines and facilities owned and installed by Gatherer to enable Gatherer to deliver Dedicated Gas into the above described pipeline system owned by EnCana. 1.42 Gas. Any mixture of gaseous hydrocarbons, consisting essentially of methane and heavier hydrocarbons and inert and noncombustible gases that are extracted from the subsurface of the earth. 1.43 Gatherer. As defined in preamble of this Agreement. 1.44 Gatherer hrdemnifed Parties. Gatherer, its successors and permitted assigns, and their respective Affiliates, su bsidiaries, shareholders, members, partners, officers, directors, employees, and agents. 4 HOUSTON: 022384.0i1t157: 1 178523v i 9 1.45 Gathering Fuel. Prior to the JRR Phase I Completion Date, the total of Garden Gulch Gathering Fuel and PCP Gathering Fuel; and after the JRR Phase I Completion Date, the total of JRR Gathering Fuel and PCP Gathering Fuel. 1.46 GPM. The quantity of Gallons of theoretically recoverable NGL Components contained in an Mcf of Gas, as calculated from chromatographic analysis. 1.47 Great Divide System. A twenty-four inch (24") diameter, approximately twenty- six (26) mile Gas gathering pipeline system, located in Garfield County, Colorado, owned by EnCana as of the Effective Date that receives Gas, among other locations, at the Mariam Creek Conditioning Facility Meter. 1.48 Grose Heating Value. The number of Btus produced by the complete combustion in air, at a constant pressure, of one Cubic Foot of Gas when the products of combustion are cooled to the initial temperature of the Gas and air and all water formed by combustion is condensed to the liquid state. The resultant number of Btus determined above shall be adjusted to reflect the actual water content of the Gas at the Delivery Points except that Gas which contains seven (7) pounds of water or less per MMcf shall be considered dry for purposes of this adjustment. �} 1.49 1.54 Ideal Gas Laws, The thermodynamic laws applying to perfect gases. 1.51 Index Price. The first of the month price as published in "inside FERC:s. Gars Markel Report," a McGraw-Hill Company publication, under the heading "Colorado Interstate Gas," under the column labeled "Index" corresponding to the row labeled "Rocky Mountains." If "Inside FERC ;s Gars Market Report" ceases publication or to the extent prices are not reported, Gatherer and Shipper will mutually agree on a similar index or publication. 1.52 Interconnecting Pipelines. Any pipeline connected immediately downstream of the Delivery Points, including, without limitation, any pipeline connected immediately downstream of the Meeker Plant. 1.53 Interests. Any right, title, or interest in lands and the right to produce oil and/or Gas therefrom, whether arising from fee ownership, working interest ownership, mineral ownership, leasehold ownership, or arising from any pooling, unitization or comrnunitization of any of the foregoing rights. 1.54 Interruptible Gas. Gas received by Gatherer from any Person for which Gatherer is contractually entitled to interrupt its performance for certain reasons, including, without limitation, the overall demand for services in the applicable facilities exceeding Gatherer's capacity therein, an event of force majeurc (including Force Majeure under this Agreement) or maintenance (including Maintenance under this Agreetnent), including, without limitation, Gas delivered hereunder in excess of the MDQ. 1.55 Interruptible Gas Shipper. Any Person that delivers Interruptible Gas to Gatherer. 5 HOUSTON: 022381.00057; 1178523v19 1.56 Jack Rabbit Ridge Gathering System. A low pressure Gas gathering pipeline, compression and dehydration system, located in Garfield County, that will he constructed, owned and operated by Gatherer, and that will gather Gas from the Receipt Points and deliver it to the JRR/PCP Interconnect. 1.57 JRR Gathering Fuel. The volume of Gas used in the operation and maintenance of the Jack Rabbit Ridge Gathering System as measured by an orifice meter or other method providing equivalent accuracy, 1.58 JRR/PCP Interconnect. The inlet flange of the measurement facility located immediately downstream of the dehydration and compressor station on the Jack Rabbit Ridge Gathering System where Gas is delivered from the Jack Rabbit Ridge Gathering System into the Piceance Creek Gathering System. 1.59 JRR Field Receipt Point. Any point where Gas entering the Jack Rabbit Ridge Gathering System is metered. 1.60 ,IRR L& U. As defined in Section 5.4(b) of this Agreement. 1,61 JRR Phase 1 Completion Date. the JRR/PCP Interconnect. The date on which Gas is first delivered through 1.62 Losses. Any actual loss, cost, ex claim, judgment, lien, fine or penalty, includin Affiliated with the Party incurring such, and w Persons on account of injuries (including death) property, sustained or alleged to have been sus matters for which the indemnifying party has ind ense, liability, damage, demand, suit, sanction, attorney's fees, asserted by a third parry not 1 'ch are incurred by the applicable indemnified t any person or damage to or destruction of any lined in connection with or arising out of the nutified the applicable indemnified Persons. 1.63 Lost and Unaccounted for Gas. released or lost through piping, equipment, operf extent not adjusted pursuant to Article 11 of t connection with the operation of a pipeline, inclu hat volume of Gas, in terms ofMMBtus, that is 1 ions, measurement Iosses or inaccuracies to the is Agreement, or is vented, flared or lost in ing line pack for new facilities. 1.64 tNAV 1.65 Maintenance. As defined in Secti 1.66 Mantra Creek Conditioning Fa operated by EnCana on the Great Divide Systei South, Range 94 West, Garfield County, Colora time by EnCana. 1.67 MAPL. Mid-America Pipeline Co n 7.2 of this Agreement. •ility Meter. The meter station owned and , which is located in Section 13, Township 6 o, or other location as modified from time to tpa ny. 1.68 MAPL Line. The pipeline syste �, owned by MAPL, which transports NGLs from the Meeker Lateral and other Gas processi g facilities in Colorado, Wyoining, Utah and New Mexico to end-points in Texas. HOUSTON: 022384.00057: 1 178 523v 19 1.69 Mcf. 1,000 Cubic Feet. 1.70 MDQ. As defined w Section 2.7 of this Agreement. 1.71 MDQ Increase Notice. As defined in Section 2.8(a) of this Agreement. 1,72 Measurement Facilities. Any facility or equipment used to ineasure the volume of Gas and/or liquid, which may include but is not limited to, meter tubes, isolation valves, recording devices, communication equipment, buildings and barriers. 1.73 Meeker Dein .Point Plant. The approximately two hundred (200) MMCFD dew point Gas processing plant facilities which, as of the Effective Date, are being designed and constructed by Gatherer near Meeker, Colorado, to provide services to a third party. 1.74 Meeker Lateral. The approximately fifty-five (55) mile pipeline that transports NGLs from the Meeker Plant to the MAPL Line, 1.75 Meeker Plant, The cryogenic Gas processing plant facilities, which, as of the Effective Date, are being constructed by Gatherer near Meeker, Colorado, including any modifications or expansions thereto, but expressly excluding (i) the Meeker Dew Point Plant and (ii) any other facilities or expansions constructed by Gatherer or its Affiliates specifically to provide services for a third party or parties. 1.76 Middle Fork Meter. The meter station owned and operated by Gatherer which is located in Section 30, Township 5 South, Range 95 West, Garfield County, Colorado, or other location as modified from time to time by Gatherer. 1.77 MMBtu. 1,000,000 13tus. 1.78 MMef. 1,000,000 Cubic Feet. 1,79 MMCFD. One million Cubic Feet of Gas per Day. 1.80 Month or Monthly. A period commencing at 9:00 A.M., Central Clock Time, on the first day ofa calendar rnonth and extending until 9:00 A.M., Central Clock Time, on the first day of the next succeeding calendar rnonth. 1,81 1.82 R.A5N 1.83 Monthly Gas Receipt. As defined m Section 4.1 of this Agreement, 1.84 Monthly MDQ. With respect to any Month, the product of the MDQ applicable to such Month and the number of Days in such Month. 1.85 (1Acs, c.'t�9 1.86 Ql���, A 022381.00057: l 1 78 523v 19 I .87 1.88 NCL Component Price. With respect to any Month, and with respect to each NGL Component, I.he average daily midpoint Mont Belvieu spot price published by OPTS for non -TET for such NGL Component for such Month. 1.89 NGL Components. The individual hydrocarbon components of Y -Grade or NGLs, including ethane, propane, iso -butane, normal butane and natural gasoline (pentanes and heavier hydrocarbons). 1,90 NGL Delivery Point. The outlet flange of the Meeker Lateral where it interconnects with the MA PL Line. 1,91 NGL E.)cpen.s s. As defined in Section 5.1(b) ofthis Agreement. 1.92 RA,... NA 1.93 NGL Meter - Custody. The meter at the NGL Delivery Point at which MAPI.: takes custody and control of NGLs downstream of the Meeker Plant. 1.94 NGL Revenues. As defined in Section 5.1(a) of this Agreement, "5 1.96 --ANa.t.& 8 HOUSTON: 0223M.00057: 17352.4vI 9 1.97 NGL Transportation Fee. All applicable fees under the then -current published tariff, including any incentive or discounted tariff, for the MAPL Line under which Gatherer transports Y -Grade from an origin group that includes the Meeker Plant to Mont Belvieu, Texas. 1.98 NGLs. A mixture of liquefiable hydrocarbons and non-hydrocarhon substances condensed or absorbed from, or separated out of Gas, including ethane, propane, iso -butane, normal butane, natural gasoline (pentanes and heavier hydrocarbons) and only those limited quantities of methane and carbon dioxide incidentally recovered with the hydrocarbons, but expressly excluding Stabilized Condensate. 1.99 Off Specification Receipts. As defined in Section 10.2 of this Agreement. 1.100 Orchard Meter. The meter station owned and operated by EnCana on the Great Divide System, which is located in Section 34, Township 7 South, Range 96 West, Garfield County, Colorado, or other location as modified from time to time by EnCana. 1.101 Party. As defined in preamble of this Agreement. 1.102 Parties. As defined in preamble of this Agreement. 1.103 PCP. Piceance Creek Pipeline, LLC, a Delaware limited liability company. 1.104 PCP/GDP Field Receipt Point. Any point other than the PCP/GDP Interconnect where Gas entering either the Piceance Creek Gathering System or the Great Divide System is metered, as designated on Exhibit C and any other points that may be added in the future. 1,105 PCP Gathering Fuel. The volume of Gas as may be used in the future in the operation and maintenance of the Piceance Creek Gathering System as measured by an orifice meter or other method providing equivalent accuracy. 1.106 PCP/GDP Interconnect. The interconnection between the Piceance Creek Gathering System and the Great Divide System. 1.107 PCP/GDP L&U. As defined in Section 5.4(a) of this Agreement. 1.108 Person. An individual, a corporation, a partnership, a limited liability company, an association, a joint venture, a trust, an unincorporated organization, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thcreo f. 1.109 Phase 1 Operational Commencement Date. The twenty-four hour period, corrunencing at 9:00 A.M., Central Clock Time, on the first day of the calendar month following the calendar month in which Gatherer delivers written notice to Shipper that the first cryogenic train of the Meeker Plant with a capacity of approximately 750 MMCFD is operational. Notwithstanding anything to the contrary, but subject to Force Majeure, the Phase I Operational Commencement Date shall be no later than November 1, 2007. 9 HOUSTON: I'ON: 022384.00057: 1176523v 19 1.110 Piceance Creek Gathering System. A thirty-six inch (36") diameter, approximately forty-eight (48) mile Gas gathering pipeline system, located in Garfield County, owned and operated by PCP, an Affiliate of Gatherer, that gathers Gas to the Meeker Plant. 1.111 Plant Flare. The volume of Gas which is routed through the Meeker Plant flare system as measured by measurement equipment of standard make for the application. 1.112 Plant Fuel. The volume of Gas used in the operation and maintenance of the Meeker Plant as measured by an orifice meter or other method providing equivalent accuracy. 1.113 Plant Receipt Meters. The points at which Gas is first measured downstream of the Plant Receipt Points. 1.114 Plant Receipt Point. Any point where Gas passes the outlet pipeline flange of any Gas pipeline that connects with the receiving inlet Gas pipeline flange of the Meeker Plant. 1.115 1.116 Pressure Regulation Devices. As defined in Section 8.3 of this Agreement. 1.117 Processing Margin. As defined in Section 5.1 of this Agreement. 1.118 Receipt Points. The inlet flanges of the custody transfer meters where Gas is delivered into the Garden Gulch Gathering System or the Jack Rabbit Ridge Gathering System, as applicable, at the well pads more particularly described in the Construction Schedule, 1.119 Receipt Point Gas Quality Specifications. As defined in Section 10.1 of this Agreement. 1.120 Requested Affective Date. As defined in Section 2.8(a) of this Agreement, 1.121 Release Gas. As defined in Section 2.9 of this Agreement. 1.122 Release Period. As defined in Section 2.9 of this Agreement. 1.123 Renegotiation Notice. As defined in Section 2.10(d) of this Agreement. 1.124 Residue Gas. The Gas returned at the Delivery Points that remains after the provision of services. 1.125 Scheduled Nomination. As defined in Section 9.2(a) of this Agreement, 1.126 Services. As defined in Section 2.6 of this Agreement. 1.127 Service.3 Fee. As defiled in Section 4.1 of this Agreement. 1.128 Shipper. As defined in preamble of this Agreement. HOUSTON: 022384.00057; 1178523vl9 10 1.129 Shipper Condensate. That portion of Stabilized Condensate allocated to Dedicated Gas by Gatherer. 1.130 Shipper Indemnified Parties. Shipper, its successors and permitted assigns, and their respective Affiliates, subsidiaries, shareholders, members, partners, officers, directors, employees, and agents. 1.131 Shipper NGLs. With respect to any period of time, the quantity of Y -Grade that is recovered through processing of the Dedicated Gas at the Meeker Plant and allocated to the Dedicated Gas for such period of time. 1.132 Shipper's Carbon Dioxide. As defined in Section 16.5 of this Agreement. 1.133 Stabilized Condensate. Liquid hydrocarbon product remaining after stabilization ofCondensate at the Meeker Plant, 1,134 Take In -Kind Gas. With respect to any Day, the volume of Gas that would otherwise be Dedicated Gas that Shipper delivers to royalty and overriding royalty interest owners. 1.135 Target Deadline. The "target deadline" for completion of the construction of any aspect of the Jack Rabbit Ridge Gathering System as set forth in the Construction Schedule, 1.136 Taxes. All gross production, severance, conservation, ad valorem and similar or other taxes measured by or based upon production, together with all taxes on the right or privilege of ownership of the Dedicated Gas, or upon the Services, including, without limitation, gathering, transportation, handling, transmission, dehydration, compression, processing, treating, conditioning, distribution, sale, use, receipt, delivery or redelivery of the Dedicated Gas, including all of the foregoing now existing or in the future imposed or promulgated. 1.137 Term. As defined in Section 3.1 of this Agreement. 1.138 Thermal Content. The product of (i) a volume of Gas and (ii) the Gross Heating Value of such Gas, adjusted to a same pressure base of 14.73 psia, as expressed in MMBtus. 1.139 White River Huh. A Gas delivery system proposed to be developed by Gatherer or one of its Affiliates and Questar Pipeline Company or one of its Affiliates, which is to be located in the vicinity of the Meeker Plant and which is contemplated to have connections with intestate Gas pipelines owned by Questar Pipeline Company, Rockies Express Pipeline, LLC, Colorado Interstate Gas Company, Wyoming Interstate Company, TransColorado Gas Transmission Company and Northwest Pipeline Corporation. 1.140 11 -Grade. Natural gas liquids. 11 I I OtJSTON: 022384.01)057: 1 178523v1 9 ARTICLE 2 DEDICATION ANI) SERVICES Section 2.1 Dedication. Subject to the other terms and conditions hereof, Shipper hereby dedicates for gathering, treating, dehydration, compression and processing under this Agreement and shall deliver, or cause to be delivered, to Gatherer, at the Receipt Points, (i) all Gas produced, saved and not used in lease operations on the Dedicated Area or lands pooled or unitized therewith as permitted pursuant to Section 6.4, from wells now or hereafter located within the Dedicated Area or on lands pooled or unitized therewith, to the extent such Gas is attributable to the Interests now owned or hereafter acquired by Shipper and/or its Affiliates and their respective successors and assigns and (ii) with respect to such wells in which Shipper and/or any of its Affiliates is the operator, Gas produced from such wells which is attributable to the Interests in such wells owned by other working interest owners and royalty owners which is not taken "in --kind" by such working interest owners and royalty owners and for which Shipper and/or its Affiliates has the right to deliver such Gas and only for the period that Shipper and/or its Affiliates has such right (the "Dedication," and the Gas that is the subject of the Dedication being herein referred to as the "Dedicated Gas"). Section 2.2 Existing Prior Dedications and Commitments. Shipper represents to Gatherer that, as of the Effective Date, except as provided in Exhibit D none of the Interests within the Dedicated Area owned by Shipper and/or its Affiliates are subject to a prior dedication or commitment for gathering or processing services. Except as otherwise provided in Exhibit D, or to the extent Gatherer cannot take Shipper's Gas and perform the Services set forth in this Agreement within one hundred twenty (120) days of notice of deliverability by Shipper, Shipper shall not, with respect to any Gas that is the subject of a prior dedication or commitment for gathering or processing services, extend any such dedication or commitment beyond the terns of such dedication or commitment in effect as of the Effective Date. Section 2.3 Subsequently Acquired Interests. In the event that after the date hereof Shipper and/or any of its Affiliates acquire Interests within the Dedicated Area, then the Gas produced from such Interests shall automatically be included within the Dedication; provided, however, if any of the Gas produced from such Interests is subject to a prior written dedication or commitment for gathering or processing services at the time of any such acquisition, then such Gas shall be excluded from the Dedication until such prior dedication or commitment expires. In the event that any such prior dedication or commitment expires or terminates, then the Gas subject to such prior dedication or conunitment shall automatically be included within the Dedication and subject to this Agreement without any further actions by the Parties, In the event that at any time in the future Slipper or any of its Affiliates has the right or ability to terminate any such prior dedication or commitment, then Shipper shall promptly terminate, or cause its Affiliate to terminate, such prior dedication or conunitment, and upon such termination, the Gas subject to such prior dedication or commitment shall automatieally be included within the definition of Dedicated Gas for all purposes under this Agreement without any firr-ther actions by the Parties. Nothing herein shall obligate Shipper to terminate any prior commitment or dedication to the extent that such termination would require Shipper to pay any penalty; provided, however, that Shipper shall provide Gatherer with reasonable notice of any such termination option and Gatherer may, at its sole option, require Shipper to terminate such 12 HOUSTON: 022384.00057: 1 178523v19 dedication or comnlument and Gatherer shall reimburse Shipper for any penalty incurred by Shipper in connection with such termination. Section 2.4 Covenant Runnin with the Larid. So long as this Agreement is in effect, this Agreement shall (i) be a covenant running with the Interests now owned or hereafter acquired by Shipper and/or its Affiliates within the Dedicated Area and (ii) be binding on and enforceable by Gatherer and its successors and assigns against Shipper, its Affiliates and their respective successors and assigns. Section 2.5 Memorandum of Agreement.. Contemporaneously with the execution o € this Agreement, the Parties shall execute, acknowledge, deliver and record a "short form" memorandum of this Agreement in the form of Fxhiliit F attached hereto which shall be placed of record in the counties in which the Dedicated Arca is located. Section 2.6 Services. Subject to Section 2.7 and the other terms and conditions of this Agreement, commencing on the Phase. 1 Operational Commencement. Dale, Gatherer agrees, during each Month of the Term, to provide the following services (collectively, the "Services"): (a) to receive, or Cause to be received, lion' Shipper, at the Receipt Points, the Dedicated Gas; (b) gather, treat, dehydrate., compress and process such Dedicated Gras as Firm Capacity Gas for quantities up to the MDQ and as Interruptible Gas for quantities in excess of the MDQ; and (c) deliver, or cause to be delivered, to Shipper, and `ihippei- shall accept, or cause to be accepted, at the Delivery Points each Month, a quantity of Gas having a €'hernial Content equal to the total Thermal Content of the Dedicated Gas received by Gatherer from Shipper at the Receipt Points during such Month, less (i) NOL, Shrinkage (subject to Section 2.10), (ii) the Thermal Content of Condensate, (iii) the Thermal Content of Gathering Fuel, (iv) the Thermal Content of Plant Fuel; provided, however, if the CO2 content of the Dedicated Gas received by Gatherer from Shipper at the Rcccipl Points during such Month is less than three nmol percent (3%), then the deduction for - Plant Fuel shall not exceed seventy-five hundredths of one percent (0,75%) of the total Thermal Content of the Dedicated Gas received by Gatherer- from Shipper at the Receipt Points during such Month, (v) the Thermal Content of Plant Flare and (vi) Lost and Unaccounted for Gas, in each ease, as allocated to such Dedicated Gas under this Agreement (such Gas delivered to Shipper hereunder at the Delivery Points being herein referred to as the "Delivery Paint Gas"). Section 2.7 124`";,-. -- 13 I1olcSi ON: 022.334.O{XY77: 1 17:623vl' ::..,_ .. Section 2.8 -l.. , Seet 4)EF 2.9 R, A, r 114 Section 2.19 4c1, RTICLE 3 IRIW Section 3.1 Q\A Section 12 ARTICLE 4 IMES AND CONMDERATION 'ION.r3‘ CY 110:LIS1ON: 022384AM57: 1 78523v19 16 17 1101.1ST4)N: 022384.00051 117S523vi 9 ARTICLE 5 18 J IOl IS i ON : 022384.00057; 1 178523v 19 1 9 LOUSt'(N: 022384.00057: 1178523v f 9 20 11 ()LISTON: 022384.00057: 1 I 78523v1 9 ! f OUSTON: 022384.0Cr057: I 178523v I 21 22 !iousTON: 022384.00057: i 178523v 9 23 ,101.1STON: 0223g4.00057: 1 I 78523v I 9 MITICLE 6 `SHIPPEi;R COM NEPPM ENTS i,ND RIGHTS Section 6.1 Conveyance of Rights to Gatherer. Shipper hereby grants, sells, transfers, conveys and assigns to Gatherer (i) the exclusive right to provide Services for the Dedicated Gas, (ii) all right, title, interest and/or ownership in all NGLs recovered from the Dedicated Cars and (iii) the right to consume the Dedicated Gas as Gathering Friel, Plant Fuel, Plant Flare, NOL Shrinkage and Lost and Unaccounted for Gas in connection with the provision of the Services hereunder, Section 6.2 Information. Shipper shall provide Gatherer timely information with respect to Shipper's drilling plans and volume forecasts with respect to the Dedicated Arca and Shall provide reasonable advance notice to Gatherer of scheduled well shot -ins. Section 6.3 Compression. Shipper shall have the right, at its own expense, to install compression fiacilities and plunger lids upstream of the Receipt Points. Any such facilities installed by Shipper shall be installed, operated, and maintained in a manner that dors not adversely affect Gatherer's dehydration, measurement, gathering or other facilities. Section 6.4 Gas for Lease Operations. Shipper reserves the right to withhold from delivery any Dedicated Gas that (i) may be required to be delivered to a lessor or other royalty under the terns of any leases or (ii) is used in connection with Shipper's oil and gas producing operations with respect to wells within the Dedicated Area or lands pooled or unitized [.herewith: provided, however, in the event that Shipper uses Dedicated Gas (other than Residue Gas) for the development, operation, maintenance and/or production of oil shales, then Shipper shall pay to Gatherer, the Services Fee then in effect for each Mcf of Dedicated Gas so used. Section 6.5 Pooling_ or Units. Shipper may form, dissolve and/or participate in pooling agreements or units encompassing all or portions of Shipper's Interests_ Section[ 6.6 Operational Control of Shipper's Wells, Shipper may, at any time, shut-- in; clean out, rework, modify, deepen or abandon any wells within Shipper's Interests, or may use any efficient, modern or improved method for the production of Gas; provided, before any well is taken out of service for any reason, Shipper shall first shut-off the well's connection with the:. Receipt Paint. Shipper may also, surrender, release, or terminate its leases or Interests at any time, and if such occurs, those leases and Interests shall be released from this Agreement lbr so long as Shipper, its Affiliates and their respective successors and assigns have no interest therein. Section 6.7 Gatherer's Right to Rely On Information. The Parties recognize that the allocations, accountings and settlements made under this Agreement shall be based in pail on certain information that Shipper or Gatherer, as the case may be, is obligated to timely provide or cause to be timely provided. The receiving Party shall be entitled and is hereby authorized to rely on any such information provided or caused to be provided by the providing Party, and the receiving Party shall not be responsible to the providing Party or any third parties for any 24 HOUSTON: 022384.00057: 1 178523vI') discrepancies in allocations, accountings or settlements under this Agreement that result from errors or inaccuracies in any such inforrnation provided or caused to be provided by the providing Party. IN CONNECTION THEREWITH, THE PROVIDING PARTY SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE GATHERER INDEMNIFIED PARTIES, IF THE GATHERER IS THE RECEIVING PARTY, OR THE SHIPPER INDEMNIFIED PARTIES, IF THE SHIPPER IS THE RECEIVING PARTY, FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF OR IN ANY WAY RELATING TO THE RECEIVING PARTY'S RELIANCE ON OR USE OF THE INFORMATION PROVIDED OR CAUSED TO BE PROVIDED BY THE PROVIDING PARTY IN MAKING ALLOCATIONS, ACCOUNTINGS, SETTLEMENTS, OR PAYMENTS TO THE PROVIDING PARTY UNDER THIS AGREEMENT AND/OR OTHER THIRD PARTIES. If such information is not timely provided, the receiving Party may use the most recently available historical information. If an allocation statement is based on estimated information or subsequently determined be in error for whatever reason, the Parties agree that any necessary correction shall not be applied retroactively; rather, any such necessary correction shall be made to the next current allocation statement (so that the aggregate of the allocation statements to date are correct). The Parties may mutually agree to make any necessary corrections apply retroactively. Section 6.8 Upstream Processing Prohibited. Shipper agrees that it shall not remove or permit to be removed any liquefiable hydrocarbons or condensate from the Dedicated Gas prior to delivery to the Receipt Points, except for liquefiable hydrocarbons and condensate that condense from the Dedicated Gas during transportation to the Receipt Points that arc removed by conventional mechanical type Gas liquid field separators commonly used in the industry, upstream of the Receipt Points, to separate liquid hydrocarbons and free water from the Dedicated Gas, to the extent, and only to the extent, reasonably necessary for the safe transportation of such Dedieated Gas to the Receipt Points. Section 6.9 Access to Facilities. Shipper shall provide Gatherer such access to Shipper's facilities as is necessary and convenient for Gatherer to perform, at its sole risk, its obligations under this Agreement. Shipper shall be responsible for maintaining such access at its sole cost and expense. Section 6.10 Operational Control of Shipper's Wells. Shipper shall be entitled to full and complete operational control of its wells and facilities, and shall be entitled to operate such wells and facilities in a manner which, in Shipper's reasonable business judgment, is consistent with its obligations under this Agreement; provided, however, this Section 6.10 shall not be interpreted to relieve Shipper of its obligations under this Agreement. ARTICLE 7 GATHERER'S COMMITMENTS AND OPERATION OF GATHERER'S FACILITIES Section 7.1 Operational Control of Gatherer's Facilities. Gatherer shall (i) be entitled to full and complete operational control of its facilities and shall be entitled to schedule deliveries and to operate and reconfigure its facilities in a manner which, in Gatherer's reasonable business judgment, is consistent with its obligations under this Agreement and (ii) have the right to commingle Dedicated Gas received by Gatherer at the Receipt Points with 25 I IOUSTON: 022384.00057: 1178523v i 9 other Gas; provided, however, this Section 7.1 shall not be interpreted to relieve Gatherer of its obligations under this Agreement. Section 7.2 Maintenance. Gatherer shall be entitled, without liability, to interrupt its performance hereunder to perform necessary or desirable inspections, maintenance, testing, alterations, modifications, expansions, connections, repairs or replacements to its facilities as Gatherer deems necessary ("Maintenance"), with notice as provided herein to Shipper, except in cases of emergency where such notice in impracticable or in cases where the operations of Shipper will not be affected. Before the beginning of each calendar year, Gatherer shall provide Shipper in writing with an estimated schedule of thc Maintenance to be performed during the year and the anticipated date of such Maintenance. Section 7.3 Capacity Allocations on Jack Rabbit Ridge Gathering System. If the quantity of Dedicated Gas and all other Gas available for delivery into the Jack Rabbit Ridge Gathering System exceeds the capacity of the Jack Rabbit Ridge Gathering System at any point. then Gatherer shall interrupt or curtail receipts of Dedicated Gas only in accordance with thc following: (a) First, Gatherer shall curtail all Interruptible Gas prior to curtailing Finn Capacity Gas. In the event Gatherer curtails some, but not all, Interruptible Gas on a particular Day, Gatherer shall allocate the capacity of the Jack Rabbit Ridge Gathering System at the affected point on a pro rata basis based upon Shipper's and other Interruptible Gas Shippers' last confirmed nominations of lnternuptiblc Gas prior to the event causing the curtailment. (b) Second, if additional curtailments are required beyond Section 7.3(a) above, Gatherer shall curtail Firm Capacity Gas. In the event Gatherer curtails some, but not all, Firm Capacity Gas on a particular Day, Gatherer shall allocate the capacity of the Jack Rabbit Ridge Gathering System at the affected point on a pro rata basis based upon Shipper's and other Firm Capacity Gas Shippers' last confinned nominations of Firm Capacity Gas prior to the event causing the curtailment. Section 7.4 Other Allocations on the Jack Rabbit Ridge Gathering System. During any period when (i) all or any portion of the Jack Rabbit Ridge Gathering System is shut down because of mechanical failure, Maintenance, non -routine operating conditions, or Force Majeure or (ii) Gatherer determines that the operation of all or any portion of the Jack Rabbit Ridge Gathering System will cause injury or harm to persons or property or to the integrity of the Jack Rabbit Ridge Gathering System, Gas may be curtailed as described in Section 7.3. Section 7.5 Capacity Allocations on Piceance Creek Gathering System. If the quantity of Dedicated Gas and all other Gas available for delivery into the Piceancc Creek Gathering System exceeds the capacity of the Piceancc Creek Gathering System at any point, then Gatherer shall interrupt or curtail receipts of Dedicated Gas only in accordance with the following: (a) First, Gatherer shall curtail all Interruptible Gas prior to curtailing Firm Capacity Gas, In the event Gatherer curtails some, but not all, interruptible Gas on a particular Day, Gatherer shall allocate the capacity of the Piceance Creek Gathering 26 HOUSTON: 022364.00057: 1 176 523v 19 System at the affected point on a pro rata basis based upon Shipper's and other Interruptible Gas Shippers' last confirmed nominations of Interruptible Gas prior to the event causing the curtailment. (b) Second, if additional curtailments are required beyond Section 7.5(a) above, Gatherer shall curtail Firm Capacity Gas. In the event Gatherer curtails some, but not all, Firm Capacity Gas on a particular Day, Gatherer shall allocate the capacity of the Piceance Creek Gathering System at the affected point on a pro rata basis based upon Shipper's and other Firm Capacity Gas Shippers' last confirmed nominations of' Firm Capacity Gas prior to the event causing the curtailment. Section 7.6 Other Allocations on the Piccance Creek Gathering System. During any period when (i) all or any portion of the Piceance Creek Gathering System is shut down because of mechanical failure, Maintenance, non -routine operating conditions, or Force Majeure or (ii) Gatherer determines that the operation of all or any portion of the Piceance Creek Gathering System will cause injury or harm to persons or property or to the integrity of the Piceance Creek Gathering System, Gas may be curtailed as described in Section 7.5. Section 7.7 Capacity Allocations in the Meeker Plant. (a) Gatherer shall have the right to interrupt or curtail receipts of Gas and allocate the available capacity in the Meeker Plant among all parties delivering Gas to the Meeker Plant: (i) For any period during which the quantity of Gas available for treating, processing, and/or conditioning at the Meeker Plant exceeds the physical treating, processing, and/or conditioning capacity of the Meeker Plant, including, without limitation, during events of Force Majeure or because of operational or maintenance considerations; (10 If Gatherer determines in its reasonable business judgment, that it is necessary for any party delivering Gas to the Meeker Plant, including Shipper, to curtail production or reduce its nominations as a result of operational considerations; and/or (iii) During any period when (1) all or any portion of the Meeker Plant is shut down because of mechanical failure, maintenance or repairs, operating conditions or Force Majeure, (2) the Gas available for receipt exceeds the capacity of the Meeker Plant or (3) Gatherer determines that the operation of all or any portion of the Meeker Plant will cause injury or harm to persons or property or to the integrity of the Meeker Plant. (b) For the purposes of the interruptions or curtailments under Section 7.7(a), then Gatherer shall interrupt or curtail receipts of Dedicated Gas only in accordance with the following (i) First, Gatherer shall curtail all Interruptible Gas prior to curtailing Firm Capacity Gas. In the event Gatherer curtails some, but not all, Interruptible 27 HOUSTON: 022384.00057 17552 3 417 Gas on a particular Day, Gatherer shall allocate the capacity of the Meeker Plant on a pro rata basis based upon Shipper's and other Interruptible Gas Shippers' last confirmed nominations of Interruptible Gas prior to the event causing the curtailment. (ii) Second, if additional curtailments are required beyond Section 7,7(b)(i) above, Gatherer shall curtail Firm Capacity Gas. in the event Gatherer curtails some, but not all, Firm Capacity Gas on a particular Day.. Gatherer shall allocate the capacity of the Meeker Plant on a pro rata basis based upon Shipper's and other Firm Capacity Gas Shippers' fast confirmed nominations of Firm Capacity Gas prior to the event causing the curtailment. Section 7.8 Capacity Allocations on Garden Gulch (lathe ria team. If the quantity of Dedicated Gas and all other Gas available for delivery into the Garden Gulch Gathering System exceeds the capacity of the Garden Gulch Gathering System at any point, then thc: interruption or curtailment of reecipts of Dedicated Gas shall be in accordance with the Garden Gulch Gathering Agreement. Section 7.9 Arrranements Prior to Receipt and :Atter Redelivery. ft shall be Shipper' obligation to make any required arrangements with other parties for delivery of Dedicated Gas to the Receipt Points and following delivery by Gatherer at the Delivery Points. Section 7.10 System Operations. Gatherer shall not be required to compress Dedicated Gas into the Piceance Creek Gathering System or the Jack Rabbit Ridge Gathering System above the Piceance Creek Gathering System's or the Jack Rabbit Ridge Gathering System's maximum allowable operating pressure, as applicable, alter the direction of gas flow, alter other operation or utilisation of the Piceance Creek Gathering System or the Jack Rabbit Ridge Gathering System, or otherwise change its normal operations in order to provide Services with respect to Dedicated Gas hereunder, except as specifically set forth in this Agreement. Section 7.1 1 <��y�iVA CM: 1)22354.0(1057: 117102309 ARTICLE 8 RECEIPT POINT, DELIVERY POINT AND CONDITIONS T) C\''A 30 HOUSTON: 022384.0005?- 1 I73523vfn sVt,'\ ARTICLE 9 NOMINATION AND IBAL,ANCINC9 PROCEDURES Section 9.1 Notice of Available Capacity, On or before the 2011' day of each calendar month, Gatherer shall provide written notice to Shipper of Gatherer's good faith estimate of any capacity allocations or curtailments, if any, that, based on then currently available u}toriimtioii, Gatherer anticipates will be required or necessary during the next succeeding calendar month. In the event that the 2O'11 clay of the calendar month is a weekend or holiday, such notice will be provided on the last Business Day preceding the 20'h day of such calendar month. Section 9.2 Nomination Procedures. Pursuant to the terms of this Agreement, the nomination procedures detailed in this Section will be utilized by Shipper with respect to the Services hereunder. All nominations must be made by Shipper or Shipper's designee. Should Interconnecting Pipelines receiving Dedicated Gas revise their nomination requirements in a manner that conflicts with the nomination procedures herein, the Parties agree to negotiate changes to the nomination procedures herein as are reasonably required. (a) Shipper's nomination(s) shall be accepted and scheduled for delivery by Gatherer to the extent that (i) the Dedicated Gas is sufficient to support such nomination(s), (ii) Shipper has sufficient capacity in the Garden Gulch Gathering System or the Jack Rabbit Ridge Gathering System, as applicable, the Piceance Creek Gathering System and the Meeker Plant allocated to Shipper, and (iii) the party receiving Gas at the Delivery Point accepts Shipper's nominations. Upon being scheduled for delivery, 31 i lOU5ION: O22184,O0157: I 17Y)23 1 `} Gatherer's dispatcher shall thereupon advise Shipper in writing, via fax, c -mail or web - based nomination process of the quantity scheduled for Services (a "Scheduled Nomination") and the reason for any failure to schedule any Dedicated Gas nominated by Shipper. (b) Each nomination shall be made in conformance with the North American Energy Standards Board timeline as follows, which may change from time to time (all timelines are stated in Mountain Time): Cycle 1 (Timely) Cycle 2 (Evening) Cycle 3 (Intra -day I) Cycle 4 (Intra -day 2) Nomination Due: 10:30 a.m. 5:00 p.m. 9:00 a.m. 4:00 p.m. For Flow at: 8:00 a.m. next Day 8:00 a.m. next Day 4:00 p.m. same Day 8:00 p.m. same Day (c) Shipper shall provide to Gatherer's dispatcher in writing, via fax, e-mail, or web -based nomination process the actual daily nominations of the quantities to be delivered by Gatherer for Shipper's account at the Delivery Points in accordance with Gatherer's requirements. Such nominations shall include the information requested by Gatherer, and Gatherer shall maintain a record of such nominations, (d) Gatherer shall have the right to recuse receipt of volumes of Dedicated Gas from Shipper to the extent they exceed Scheduled Nominations for any cycle. In that regard, Gatherer may require that Shipper cease or curtail deliveries of Dedicated Gas to match production with Scheduled Nominations. Section 9.3 Gas Balancing. (a) Imbalances. If the number of MMBtus of Dedicated Gas received by Gatherer at the Receipt Points does not equal Shipper's Scheduled Nomination(s), an imbalance exists. If the number of MMBtus of Dedicated Gas received by Gatherer at the Receipt Points are less than Shipper's Scheduled Nomination(s), a positive imbalance exists. lithe number of MMBtus of Dedicated Gas received by Gatherer at the Receipt Points are greater than Shipper's Scheduled Nomination(s), a negative imbalance exists. The term balance or balancing refers to equalizing the number of MMBtus of Dedicated Gas received by Gatherer at the Receipt Points with the number of MMBtus constituting Shipper's Scheduled Nomination(s). Parties shall use reasonable efforts to minimize these imbalances and agree to make the daily and monthly adjustments as outlined herein. At Gatherer's sole discretion, Gatherer may decline such nomination and/or curtail receipts of Dedicated Gas if necessary to balance Shipper. (b) Daily Balancing. Each Day, Shipper shall cause the number of MMBtus of Dedicated Gas being delivered at the Receipt Points to equal as closely as practicable Shipper's Scheduled Nomination(s). Whenever the number of MIMBtus of Dedicated Gas being delivered at the Receipt Points is insufficient to support Shipper's Scheduled Nomination(s), Shipper shall promptly decrease its daily Scheduled Nomination, 32 HOUSTON: 022384.00057: 1 178523v 19 Whenever the number of MMBtus of Dedicated Gas being delivered at the Receipt Points exceeds Shipper's Scheduled Nontination(s), Shipper shall promptly increase Scheduled Nominations. If Shipper does not adjust such nomination, Gatherer inay, in its sole discretion, decline such nornination and/or curtail receipts of Dedicated Gas if necessary to balance Shipper. Notwithstanding the foregoing, Shipper may request the right to create a daily imbalance when necessary to counteract a prior daily imbalance. Whether such request will be granted is within the sole discretion of Gatherer, (c) Monthly Balancing. Shipper and Gatherer will work cooperatively to reduce any cumulative imbalance reflected on the monthly balancing statement as close to zero (0) as practicable during the Accounting Period following the delivery of such statement ("Balancing Period"). Gatherer shall advise Shipper of the adjustments required to Shipper's nominations for each Day during the Balancing Period in order to balance ("Daily Balance Gas"). Gatherer shall advise Shipper of the number of MMBtus of Dedicated Gas which must be nominated or nominated and produced by Shipper for each Day during the Balancing Period, Shipper's nomination of Daily Balance Gas shall receive the highest priority of Shipper's nominations. (d) Positive Imbalance. When a positive imbalance exists (Shipper owes Gatherer), Shipper shall include in its daily nominations during the Balancing Period a nomination of Daily Balance Gas, specifically designated as such, and Shipper shall deliver sufficient Dedicated Gas to fulfill its daily nominations. (e) Negative Imbalance. When a negative imbalance exists (Gatherer owes Shipper), Shipper shall include in its daily nominations during the Balancing Period a nomination of Daily Balance Gas, specifically designated as such, but Shipper shall only deliver sufficient Dedicated Gas to fulfill its daily nominations less the Daily Balance Gas nornination. (f) Third Party Coop ration, Both Parties recognize that Gatherer's ability to schedule Daily Balance Gas is dependent upon the cooperation of third parties. (g) Interconnecting Pipelines. Whenever an Interconnecting Pipeline or the Meeker Plant requires Gatherer to balance, Gatherer may require Shipper to make adjustments to nominations as imposed by the Interconnecting Pipeline or the Meeker Plant. (h) Duty to Maintain Balance. Gatherer shall use reasonable efforts to require all shippers to maintain balance thereon in accordance with provisions that are consistent with this Section 9.3. (i) Final Gas Balancing. The Parties agree to the following final cash balancing upon termination of this Agreement or at such other time as agreed by the Parties: Gatherer will calculate the value of a cash payment by multiplying the imbalance volume for each Accounting Period of flow by the Index Price associated with such Accounting Period. Section 9.4 Maintenance, 33 (HOUSTON: 022381110057; 1 I7tl523v19 (a) Monthly Maintenance schedules will he sent via email to Shipper by the 20th day of each calendar month setting forth the Maintenance that is to be performed during the next calendar month; provided, however, in the event that the 20th day of the calendar month is a weekend or holiday, monthly Maintenance schedules will he provided no later than the last Business Day preceding the 20th day of the calendar month. (b) Maintenance schedules will include by compressor station a description of each Maintenance project at the compressor stations and an estimate of capacity curtailment and duration for each project. (e) No later than forty-eight (48) hours prior to the beginning of the Day of each Maintenance project, a volume curtailment allocation will be sent to Shipper if capacity allocations arc determined to be necessary by Gatherer. Section 9,5 Unscheduled Capacity Allocations, (a) Gatherer will use reasonable efforts to provide timely notification to Shipper by telephone, with subsequent e-mail notification, of the potential size and duration of any unscheduled capacity disruption. If Shipper does not adjust its nomination within two (2) hours, Gatherer may adjust Shipper's nomination and/or not confirm the nominations requested by Shipper w the next nomination cycle. (b) Gatherer also may require that Shipper cease or curtail deliveries of Dedicated Gas to match production with nominations. In the event that Shipper does not adjust its nomination as reasonably directed by Gatherer, and such failure to adjust nominations materially impacts operations of Gatherer's facilities, Gatherer may curtail receipts of Dedicated Gas for a reasonable period of time. ARTICLE 10 GAS QUALITY Section 10.1 Receipt Point Gas Quality Specifications. Dedicated Gas delivered by Shipper to the Receipt Points shall meet the following specifications (collectively, the "Receipt Point Gas Quality Specifications"): (a) free from dust, gum, gum -forming constituents or solid or liquid matter which might interfere with its merchantability or cause injury to or interfere with proper operation of the Garden Gulch Gathering System or the Jack Rabbit Ridge Gathering System, as applicable, the Piceance Creek Gathering System, the Meeker Plant or the Interconnecting Pipelines; (h) fret of hydrocarbons and water in their liquid state; (c) free of crude oil, mineral seal, distillate and other impurities that would adversely affect Gatherer's deliveries to other third party transporters; 34 IR/ASTON: 022384.00157; 1 178523vI 9 (d) at a temperature not in excess of one hundred twenty degrees Fahrenheit (120°F); (c) a Gross Heating Value of not less than one thousand (1,000) Btu per Cubic Foot; (f} a carbon dioxide content of not more than 3.0 viol percent; and (g) Except for hydrocarbon dewpoint restrictions, such Dedicated (as shall meet the most restrictive quality specifications required from time to time by the processing plants receiving Dedicated Gas at the Delivery Points and/or the Interconnecting Pipelines. Section 10.2 Non -Conforming Gas. if at any time Gatherer becomes aware that. Dedicated Gas at the Receipt Points fails to conform to the Receipt Point Gas Quality Specifications ("OJjcSpecifc`cation Receipls"), then (i) Gatherer shall give Shipper written notice of the deficiency and Shipper shall immediately remedy the deficiency and (ii) Gatherer may, in addition to any other rights and remedies that Gatherer has hereunder or at law or in equity, take any combination of the following actions: (a) take receipt of the non -conforming Dedicated Gas; or (b) immediately cease receiving the. non -conforming Dedicated Gas from Shipper by shutting in the sources of such non -conforming Dedicated Gas or by other appropriate means and shall notify Shipper that Gatherer has ceased, or will cease, receiving the non -conforming Dedicated Gas. Acceptance by Gatherer of Dedicated Gas that does not conform to the Receipt Point Gas Quality Specifications shall not constitute a waiver of the Receipt Point Gas Quality Specifications by Gatherer in regard to Dedicated Gas delivered under this Agreement in the future, nor shall acceptance without an express written waiver constitute a waiver of any claim for damage resulting from delivery of Dedicated Gas not meeting the Receipt Point Gas Quality Specifications. Section 10.3Zs>�\ c)sA Section 10.4 Indemnity. Shipper agrees to defend, indemnify and hold harmless Gatherer from and against all Losses arising out of, resulting from or caused by Shipper 35 I K)l1S ON: 022381.00057: I 175521 v 19 delivering to Gatherer Dedicated Gas that does not conform to the Receipt Point Gas Quality Specifications, unless Gatherer has agreed in writing to accept such non -conforming Dedicated Gas and waive its claims as provided above in Section 10.2. Section 10.5 Water. Shipper is solely responsible, at its sole cost and expense, for eliminating free water from the Dedicated Gas prior to delivery to the Receipt Points so that such Dedicated Gas will meet the Receipt Point Gas Quality Specifications. Shipper shall retain title to all water removed from Dedicated Gas in the field upstream of the Receipt Points by whatever method, whether removed by Shipper or Gatherer. Section 10.6 Delivery Point Gas Quality_Speeilications. Gatherer shall redeliver the Gas that it is required to redeliver to Shipper at the Delivery Points that meets the Delivery Point Gas Quality Specifications, provided that Shipper delivers Dedicated Gas to Gatherer at the Receipt Points which meets the Receipt Point Gas Quality Specifications, excluding hydrocarbon dewpoint and water content requirements. Section 10.7 No Release from Dedication. Notwithstanding anything to the contrary herein contained, the fact that Dedicated Gas may not meet the Receipt Point Gas Quality Specifications shall not operate to release such Dedicated Gas from the Dedication. ARTICLE 1I MEASUREMENT EQUIPMENT AND PROCEDURES Section 11.1 Equipment and Specifications. Measurement and appurtenant facilities shall be installed, operated and maintained in accurate working order and condition to measure Gas and liquids at all applicable measurement points in accordance with the provisions hereof; At the Receipt Point, Gatherer shall cause to be installed, maintained and operated Measurement Facilities that meet the Gas meter standards set forth in Section 11.2 of this Agreement. Section 11.2 Gas Meter Standards, Orifice meters installed in such measuring stations shall be constructed and operated in accordance with ANSI/API 2530 API 14.3, AGA Report No. 3, Orifice Metering of Natural Gas and Other Related Hydrocarbon Fluids, as it is now and from time to time may be revised, amended, or supplemented and shall include the use of flange connections and, where necessary, straightening vanes, flow conditioners and/or pulsation dampening equipment. Ultrasonic meters installed in such measuring stations shall be constructed and operated in accordance with AGA Report No. 9, Measurement of Gas by Ultrasonic Meters, First Edition, and any subsequent modification and amendment thereof generally accepted within the Gas industry. Section 11.3 Electronic Transducer and Flow Computer Standards. When electronic transducers and flow computers are used, the Gas shall have its volume, pass and/or heat content computed in accordance with the applicable AGA standards including, but not limited to, AGA Report Nos. 3, 5, 6, 7, 8 and API 21.1 "Flow Measurement Using Electronic Metering Systems" and any subsequent modifications and amendments thereof generally accepted within the Gas industry. Section 11.4 Notice of Measurement Equipment Inspection and Calibration. Each Party shall give reasonable notice to the other Party in order that the other Party may, at its 36 nous TON: 02238.1.uth)S7: 1178323v l 9 option, have representatives present to observe any reading, inspecting, testing, calibrating or adjusting of measuring equipment used in measuring or checking the measurement of receipts or deliveries of Gas under this Agreement. The official electronic data from such measuring equipment shall remain the property of the measuring equipment owner, but original or exact copies of such records shall, upon written request, be submitted, together with calculations and flow computer configurations therefrom, to the requesting Party for inspection and verification. Section 11.5 Measurement Accuracy Verification. Each Party shall verify the accuracy of all transmitters, flow computers and associated devices used in the measurement of the Gas hereunder at approximately Monthly intervals (not to exceed 45 Days) and cause to be adjusted or calibrated as necessary. Neither Party shall be required to cause adjustment or calibration of such equipment more frequently than once per Month, unless a special test is requested pursuant to Section 11.6 of this Agreement. (a) If, during any test of the measuring equipment, an adjustment or calibration error is found which results in an incremental adjustment to the calculated flow rate through each meter run in excess of one percent of the adjusted flow rate (whether positive or negative and using the adjusted flow rate as the percent error equation denominator), then any previous recordings of such equipment shall be corrected to zero error for any period during which the error existed (and which is either known definitely or agreed to by the Parties) and the total flow for the period predetermined in accordance with the provisions of Section 11.7 of this Agreement. If the period of error condition cannot be determined or agreed upon between the Parties, such correction shall be made over a period extending over the last one half of the tinne elapsed since the date of the prior test revealing the one percent error, such correction period not to exceed 16 days. (b) lf, during any test of the measuring equipment, an adjustment or calibration error is found which results in an incremental adjustment to the calculated hourly flow rate which does not exceed one percent of the adjusted flow rate, all prior recordings and electronic flow computer data shall be considered to be accurate for quantity determination purpose. Section 11.6 Special 'Tests. In the event a Party desires a special test (a test not scheduled by a Party under the provisions of Section 11.5 of this Agreement) of any measuring equipment, seventy-two (72) hours advance notice shall be given to the other Party and both Parties shall cooperate to secure a prompt test of the accuracy of such equipment. If the measuring equipment tested is found to be within the range of accuracy set forth in Section 11.5 of this Agreement or if an inspection of the primary measurement equipincnt indicates no problems, the Party which requested the test shall pay the costs of such special test including any labor and transportation costs pertaining thereto. If a problem is determined to exist, the Party responsible for such measurement shall pay such costs and perform the corrections according to Section 11.7 of this Agreement. Section 11.7 Metered Flow Rates in Error. If, for any reason, any measurement equipment is (i) out of adjustment., (ii) out of service, or (iii) out of repair and the total calculated flow rate through each meter nin is found to be in error by an amount of the magninrde described 37 HOUSTON: 022354.00057: 1 175523v ! 0 in Section 11.5(a) of this Agreement, the total quantity o f Gas delivered shall accordance with the first of the fbllowing methods which is feasible: (a) By using the registration of any mutually agreeable facility, if installed and accurately registering (subject to testing as Section 11.5 of this Agreement); (b) Where multiple meter runs exist in series, by calculation using the registration of such meter ran equipment; provided that they are measuring Gas from upstream and downstream headers in common with the faulty metering equipment, are not controlled by separate regulators, and are accurately registering; (c) By correcting the error by re -reading of the official charts, or b straightforward application of a correcting factor to the quantities recorded for the perio (if the net percentage of error is ascertainable by calibration, tests or mathematica calculation); or be determined in check metering provided for in y d (d) 13y estimating the quantity, based upon deliveries made during periods of similar conditions when the meter was registering accurately. Section 11.8 Record Retention. The Party owning the measurement equipment shall retain and preserve all test data, charts, and similar records for any calendar year for a period of at least twenty-four (24) Months following the end of such calendar year unless applicable law or regulation requires a longer time period or the Party has received written notification of a dispute involving such records, in which case records shall be retained until the related issue is resolved. Section 11.9 Correction Factors for 'Volume Measurement. The computations of the volumes of Gas measured shall be made as follows; (a) The hourly orifice coefficient for each meter shall be calculated at the base pressure of 14.73 pounds per square inch absolute (psia) and the base temperature of 60 degrees Fahrenheit. (b) The flowing temperature of the Gas shall be continuously measured. In the case of electronic metering, such temperature measurement shall be used as continuous input to the flow computer for calculation of Gas volume, mass and/or energy content in accordance with the applicable AGA or API 21.1 standards including, but not limited to, AGA Report Nos. 3, 5, 6, 7 and 8 and any subsequent modification and amendments thereof generally accepted within the Gas industry. (c) Measurements of inside diameters of pipe runs and orifices shall be obtained by means of a micrometer to the nearest one -thousandth inch, and such measurements shall be used in computations of coefficients. (d) In determining the volume of Gas, when electronic transducers and flow computers and otherwise are used, the Gas shall have its volume, mass and/or energy content continuously integrated in accordance with the applicable AGA standards 38 1/CANTON: 022354.00057: 1175523v19 including, but not limited to, AGA report Nos. 3, 5, 6, 7 and 8 and any subsequent modification and amendments thereof generally accepted within the Gas industry. (e) In calculating the volume of Gas, deviation from Boyle's Law at the pressure, specific gravity, and temperature for each measurement shall he determined by use of AGA Report No. 8 Compressibility Factors for Natural Gas and Other Related Hydrocarbon Gases, published by the AGA in conjunction with Gas Measurement Committee Report No. 3 and amendments thereto generally accepted within the Gas industry. (0 Whenever the conditions of pressure and temperature differ from the standards described herein, conversion of the volume from these conditions to the standard conditions shall be made in accordance with the Ideal Gas Laws, corrected for deviation by the methods set forth in the AGA (.las Measurement Committee Report- No. eportNo. 3, as said report may be amended from time to time. Section 11.10 Exception to Gas Measurement Basis. If at any time the basis of measurement set out in this Agreement should conflict with rules, regulations or orders of any state. or federal regulatory body having jurisdiction, then the basis of measurement provided for in such rules, regulations or orders shall govern measurements hereunder. Section 11.11 Gas Compositional Analysis Frequency. In order to determine the composition of the Gas delivered from the Receipt Point, autorntatic composite samplers shall be used to obtain a representative sample of the Gas for each Month. The composition of the composite sample of the Gas shall be determined each Month by natural gas liquid component, using Gas chromatography. Either Party shall have the right to witness all sampling, calibrations, and tests made for allocation purposes_ On-line gas chromatography may he used in lieu of automatic samples. If on -lime gas chromatography is used, standard industry calibration practices will he used in the calibration of such equipment. Section 11.12 BTU Content. Gas analyses test results shall include the Gross Ideating Value using the conversion factors established in the latest edition of the GPA publication "Table of Physical Constants for Hydrocarbons and Other Compounds of Interest to the Natural Gas Industry," and shall be applied to the Gas volume for the stream tested for the entire Month during which the testing occurred. If a valid sample analysis cannot he obtained, due to loss of the sample due to leakage or other failure, then the previous Month's composite sample analysis shall he used. Section 11.13 Gas Specific Gravity. Specific gravity of Gas at all applicable measurement points shall be determined to nearest one thousandth (0.001) from component analysis of the composite samples of the Gas taken for test purposes as provided above, or by such other method as shall he mutually agreed upon. The specific gravity so determined for a Month shall be effective for such Month, and the orifice coefficient calculated above shall be corrected accordingly by use of the specific gravity so determined, On --line gas chromatography may be used in lieu of automatic samples. 39 IIOUST'ON: 022384.00157; 1178523v19 Section 11,14 Modifications to Measurement Procedures. Gatherer reserves the right to modify the measurement procedures from time to time in order to conform with the general allocation procedures prevailing for the Meeker Plant, the Piceance Creek Gathering System, the Jack Rabbit Ridge Gathering System and the Great Divide System and/or to remove any inequities which may be found to exist, and it is agreed that any such other method adopted will he applicable to this Agreement; provided, however, such measurement procedures shall be consistently applied to all shippers. ARTICLE 12 NOTICES Any notice, claim or other communication provided for in this Agreement or any notice that either Party may desire to give to the other shall be in writing and shall be sent by (i) facsimile transmission; (ii) delivered by hand; (iii) sent by United States mail with all postage fully prepaid; or (iv) by courier with charges paid in accordance with the customary arrangements established by such courier, u each of the foregoing cases addressed to the Party at the following addresses: Gatherer: Senior Vice President -- Gas Processing Enterprise Gas Processing, LLC 1 100 Louisiana Houston, Texas 77002-4324 P.0, Box 4324 Fax Number: (713) 381-6628 With copy to: Chief Legal Officer Enterprise Products Partners, LP 1100 Louisiana Houston, Texas 77002-4324 P.O. Box 4324 Fax Number: (713) 381-2905 Shipper: Marathon Oil Company Attn: Natural Gas Division 5555 San Felipe Road Houston, Texas 77056 Fax Number: (713) 296-4480 With copy to: IOUS TON: 022354.00057: 1 I78523v19 Marathon Oil Company Attn: Law Organization 5555 San Felipe Road Houston, Texas 77056 Fax Number: (713) 296-4340 40 or at such other address as either Party may at any time designate by giving written notice to the other Party. Such notices, invoices, allocation statements, claims or other conununications shall be deemed received as follows: (i) if delivered personally, upon delivery; (ii) if sent by United States mail, whether by express mail, registered mail, certified mal or regular mail, the notice shall be deemed to have been received on the day receipt is refused or confirmed orally or in writing by the receiving Party; (iii) if sent by a courier service, upon delivery; or (iv) if sent by facsimile, the Business Day following the day on which it was transmitted and confirmed by transmission report or such earlier time as confirmed orally or in writing by the; receiving Party. ARTICLE 13 PAYMENTS '11 ?iotis.rom 02238400057: ] I 7852311 11 kJ51f a*rti. vcrIt k..uyre+viee a„ u.... .,,.._... .,._ _. L ARTICLE 14 FORCE,MAJEURks Section 14.1 Suspension o'Obligations. In the event a Party is rendered unable, wholly or in part, by Force Majeure to cany out its obligations under this Agreement, other than the obligation to make payments then or thereafter due hereunder, and such Party promptly gives notice and reasonably full particulars of such Force Majeure in writing to the other Party promptly aftcr the occurrence of the cause relied on, then the obligations of the Party giving such notice, so [hr as and to the extent that they are affected by such Force Majeure, shall be suspended during the continuance of any inability so caused, but for no longer period, and such cause shall so far as reasonably possible be remedied with all reasonable dispatch by the Party claiming- Force Majeure, if Shipper experiences an event ofForcc Majeure, Shipper shall change its nomination as quickly as possible in order to minimize unbalances and the impact of Sipper's Force Majeure condition on downstroani allocations. Section [4.2 definition of Force Majeure, The term "Force Majeure" as used in this Agreement shall mean any cause or causes not reasonably within the control of the Party claiming suspension and which, by the exercise of reasonable diligence, such Party is unable to prevent or overcome, including, without limitation, acts of Clod, acts, omissions to act andfor delays in action of federal, state or local government or any agency thereof, strikes, lockouts, 42 E o ULIST0N! 02233,1.000Y): 117:3523v19 work stoppages, or other industrial disturbances, acts of a public enemy, sabotage, wars, blockades, insurrections, riots, acts of terror, epidemics, landslides, lightning, earthquakes, fires, storms, storin warnings, floods, washouts, extreme cold or freezing weather, an-ests and restraints of governments and people, civil or criminal disturbances, interruptions by governmental or court orders; present and fi3ture valid orders of any regulatory body having jurisdiction, explosions, mechanical failures, breakage or accident to equipment installations, machinery, compressors, plants or lines 4pipe, and associated repairs, capacity constraints on facilities downstream of the Meeker Plant, freezing of wells or lines of pipe, partial or entire failure of wells, pipes, facilities, plants or equipment, electric power unavailability or shortages, failure of pipelines or carriers to transport, partial or entire failure or refusal of operators of upstream or downstream pipelines or facilities to receive Gas or increases in pressure of upstream or downstream pipelines or facilities, governmental regulations, inability to obtain or timely obtain, or obtain at a reasonable cost, after exercise of reasonable diligence, pipe, materials, equipment, rights-of-way, servitudes, governmental approvals, or labor, including those necessary for the facilities provided for in this Agreement, and any legislative, govenunental or judicial actions. Examples of Force Majeure may also include curtailment or interruption o f deliveries, receipts or services by third party purchasers, suppliers or customers as a result of an event of force majeure or a breach by such third party purchasers, suppliers or customers. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the opposing party when such cow -se is inadvisable in the sole discretion of the Party having the difficulty. ARTICLE 1,5 INDEMNIFICATION Section 15.1 Gatherer. Subject to the terms of this Agreement, including, without limitation, Section 20.10 of this Agreement, Gatherer shall release, indemnify, defend, and hold harmless the Shipper Indemnified Parties from and against all Claims and Losses arising out of or relating to (i) the operations, activities or omissions of Gatherer pertaining to this Agreement, except to the extent that such claims arc attributable to the negligence or willful misconduct of any of the Shipper Indemnified Parties and (ii) any breach of this Agreement by Gatherer. Section 15.2 Shipper. Subject to the teens of this Agreement, including, without limitation, Section 20.10 of this Agreement, Shipper shall release, indemnify, defend, and hold harmless the Gatherer Indemnified Parties from and against all Claims and Losses arising out of or relating to (i) the operations, activities or omissions of Shipper pertaining to this Agreement, except to the extent that such claims are attributable to the negligence or willful misconduct of any of the Gatherer Indemnified Parties and (ii) any breach of this Agreement by Shipper. ARTICLE 16 CUSTODY AND TITLE Section 16.1 Shipper Custody. As among the Parties, Shipper and any of its designees shall be in custody, control and possession of (i) the Dedicated Gas hereunder until the Dedicated 43 1-I0USfON: 022384.00057: 1 l 7li 52 3 v l 9 Cias is delivered to the Receipt Points and (ii) the Delivery Point Gas after it is delivered to Shipper at the Delivery Points. Section 16.2 Gatherer Custody. As among the Parties, Gatherer and any of its designees shall be in custody, control and possession of (i) the Dedicated Gas hereunder, including any portion thereof which accumulates as liquids, after that Dedicated Gas is delivered at the Receipt Points and until the Delivery Point Gas is delivered to Shipper at the Delivery Points and (ii) the Delivery Point Gas until it is delivered to Shipper at the Delivery Points. Section 16.3 Shipper Warranty. Shipper represents and warrants that it owns, or has the right to dedicate, all of the Gas dedicated under this Agreement and to deliver that Gas to the Receipt Points for the purposes of this Agreement, free and clear of all liens, encumbrances and adverse claims. If the title to Dedicated Gas delivered by Shipper hereunder is disputed or is involved in any legal action, Gatherer shall have the right to cease receiving the Gas, to the extent of the interest disputed or involved in legal action, during the pendency of the action or until title is freed Brom the dispute, or until Shipper furnishes, or causes to be furnished, indemnification to save Gatherer harmless from all Losses arising out of the dispute or action, with surety acceptable to Gatherer. Shipper hereby agrees to indemnify, defend and hold harmless Gatherer from and against any and all Losses arising out of or related to any breach of the foregoing representation and warranty. Section 16.4 Title. Title to all Dedicated Gas delivered under this Agreement, including all constituents thereof; shall remain with and in Shipper at all times; provided, however, (i) title to NGLs recovered from the Dedicated Gas shall pass from Shipper to Gatherer upon extraction, (ii) title to Condensate and all Shipper Condensate attributable thereto shall pass from Shipper to Gatherer immediately downstream of the Receipt Points and (iii) title to Gathering Fuel, Plant Fuel, Plant Flare and Lost and Unaccounted for Gas shall pass from Shipper to Gatherer immediately downstream of the Receipt Point. Title to any Gas provided or caused to be provided by Gatherer to replace the NGL Shrinkage associated with the Dedicated Gas shall pass to Shipper at the Delivery Points. Section 16.5 Carbon Dioxide. Shipper shall retain title to all carbon dioxide removed from Gas tendered by Shipper under this Agreement ("Shipper's Carbon Dioxide"), whether removed by Shipper or Gatherer. To the extent that Gatherer removes Shipper's Carbon Dioxide from such Gas and Shipper has not made arrangements to utilize, market or dispose of Shipper's Carbon Dioxide, Gatherer shall dispose of Shipper's Carbon Dioxide by venting. If (i) venting Shipper's Carbon Dioxide is ever disallowed by applicable law, rule or regulation or (ii) additional costs are required to vent, dispose of or handle Shipper's Carbon Dioxide due to new rules, regulations or laws, then Shipper shall make alternate arrangements to utilize, market and/or dispose of Shipper's Carbon Dioxide at Shipper's sole cost and expense and shall reimburse Gatherer for any costs incurred by Gatherer for delivering Shipper's Carbon Dioxide. SHIPPER SHALL RELEASE, INDEMNIFY DEFEND AND HOLD HARMLESS GATHERER FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES ARISING FROM, ASSOCIATED WITH OR RELATING TO SHIPPER'S CARBON DIOXIDE, INCLUDING, WITHOUT LIMITATION, THE UTILIZATION, MARKETING OR DISPOSAL THEREOF AND ANY PERSONAL INJURY, DEATH, PROPERTY DAMAGE, ENVIRONMENTAL DAMAGE, POLLUTION, OR CONTAMINATION RELATING THERETO. 44 HOUSTON; 022.384.0W57: 1 178523v19 1 ARTICLE 17 ROYALTY AND TAXES Section 17.1 Proceeds of Production. Shipper shall have the sole and exclusive obligation and liability for the payment of all Persons due any proceeds derived from the Dedicated Gas (including all constituents and products thereof) delivered under this Agreement, including, without limitation, royalties, overriding royalties, and similar interests, in accordance with the provisions of the leases or agreements creating those rights to proceeds. In no event will Gatherer have any obligation to those Persons due any of those proceeds of production attributable to Dedicated Gas (including all constituents and products thereof) under this Agreement. Section 17.2 Taxes. Shipper shall pay and be responsible for all Taxes levied against or with respect to Dedicated Gas (including all constituents and products thereof) delivered or Services provided under this Agreement; provided, however, Gatherer shall be responsible for all Taxes levied upon or with respect to any Condensate, NGLs or other constituents removed from the Gas and retained or sold by Gatherer. Gatherer shall not become liable for such Taxes, unless designated to remit those Taxes on behal f o f Shipper by any duly constituted jurisdictional agency having authority to impose such obligations on Gatherer, in which event the amount of such Taxes remitted on Shipper's behalf shall be (i) reimbursed by Shipper upon receipt of invoice, with Corresponding documentation from Gatherer setting forth such payments, or (ii) deducted from amounts otherwise due Shipper under this Agreement. Section 17.3 Indemnification. Each Party hereby agrees to defend and indemnify and hold the other Party harmless from and against any and all Losses, arising from the payments to be made by such Party in accordance with Sections 17.1 and 17.2, above, including, without limitation, Losses arising from claims for the nonpayment, mispayment, or wrongful calculation of those payments. ARTICLE 18 RIGHTS -OE --WAY Shipper hereby grants to, Gatherer, insofar as Shipper has the right to do so, non- exclusive requisite easements and rights-of-way over, across, and under the Dedicated Arca, with full right of ingress and egress, for the purposes of constructing, operating, repairing, replacing and maintaining communication facilities, Measurement Facilities, gathering facilities, compression facilities, dehydration facilities, treating facilities, processing facilities and other underground and surface equipment necessary for the performance of Gatherer's obligations set forth in this Agreement; provided, the exercise of those rights by Gatherer will not unreasonably interfere with Shipper's lease operations or with the rights of other owners. All facilities and other equipment acquired, placed, or installed by Gatherer for the purposes of this Agreement pursuant to the provisions of this Article, shall remain the property of Gatherer and may he removed by Gatherer at any time. 45 11011S'i 0N: 0723114.001)7: 1178523v19 ARTICLE 19 DISPUTE RESOLUTION Section 19.1 Negotiation. Prior to submitting any dispute for resolution by a court, a Party shall provide written notice to the other of the occurrence of such dispute. If the Parties have failed to resolve the dispute within fifteen (15) Business Days after such notice was given, the Parties shall seek to resolve the dispute by negotiation between senior management personnel of each Party. Such personnel shall endeavor to meet and attempt to amicably resolve the dispute. lithe Parties are unable to resolve the dispute for any reason within thirty (30) Business Days after the original notice of dispute was given, then either Party shall he entitled to pursue any rernedies available at law or in equity. Section 49.2 Costs and Expenses, The prevailing Party in any litigation pertaining to any dispute hereunder shall he entitled to recover its reasonable costs, expenses and attorney's fees in connection with such litigation. ARTICLE 20 MISCELLANEOUS Section 20.1 Rights. The failure of either Party to exercise any right granted hereunder shall not impair nor be deemed a waiver of that Party's privilege of exercising that right at any subsequent time or times. Section 20.2 Applicable Laws. This Agreement is subject to all valid present and future laws, regulations, rules and orders of governmental authorities now or hereafter having jurisdiction over the Parties, this Agreement, or the services performed or the facilities utilized under this Agreement. It is the intent of the Parties that Gatherer provide Services to Shipper on a negotiated contract basis only and the Parties hereby agree that, in the event that (i) the Gatherer's facilities, or any part thereof, become subject to regulation by the Federal Energy Regulatory Commission, or any successor agency thereto ("FERC"), or any other govcnunental body or agency of the rates, terms and conditions for service, (ii) Gatherer becomes obligated by FERC or any other governmental body or agency to provide Services or any portion thereof on an open access, nondiscriminatory basis as a result of Gatherer's execution, performance or continued performance of this Agreement or (iii) FERC or any other governmental body or agency seeks to modify any rates under, or term or conditions of, this Agreement, then: (a) to the maximum extent permitted by law, it is the intent of the Parties that the rates and terms and conditions established by the FERC or governmental body or agency having jurisdiction shall not alter the rates or terms and conditions set forth in this Agreement, and the Parties agree to vigorously defend and support in good faith the enforceability of the rates and terms and conditions of this Agreement; (b) in the event that FERC or the governmental body or agency having jurisdiction modifies the rates or terms and conditions set forth in tlus Agreement, the Parties hereby agree to enter into such amendments to this Agreement and/or enter into a separate arrangement in order to give effect, to the greatest extent possible, to the rates and other terms and conditions set forth herein; and 46 HOUSTON: 0223g4.00057: 1 l 78523v1 9 (c) in the event that the Parties are not successful in accomplishing the objectives set forth in (a) or (b) above such that the Parties are in substantially the same economic position as they were prior to any such regulation, then either Party 1na1y, terminate this Agreement upon the delivery of written notice of termination to the other Party. Section 20.3 Governing Law. This Agreement sial] be governed by, construed, and enforced in accordance with the laws of the State of Texas without regard to choice of law principles. Section 20.4 interconnecting_i'ipelines: Third Party Gatherers. Gatherer may from time to time become subject to new requirements imposed by the Interconnecting Pipelines or a third party gatherer. Gatherer shall provide written notice to Shipper of any such new requirement, "Thereafter, Shipper shall comply with such new requirements. Sciti an 20.5 I IO1 JSTON: 022364.00057: 11211523v 19 47 Section 20.6 Severability. If any provision of this Agreement is determined to be void or unenforceable, in whole or in part, then (i) such provision shall be deemed inoperative to the extent it is deemed void or unenforceable and (ii) the Parties agree to enter into such amendments to this Agreement in order to give effect to the greatest extent legally possible to the provision that is determined to be void or unenforceable and (iii) the other provisions of this Agreement in all other respects shall remain in full force and effect and binding and enforceable to the maximum extent permitted by law. Section 20.7 Confidentiality. (a) Confidentiality. Each Party agrees that it shall maintain all terms and conditions of this Agreement in strictest confidence, and that it shall not cause or permit disclosure of this Agreement or any provisions contained herein without the express written consent o f the other Party. (b) Permitted Disclosures. Notwithstanding Section 20.7(a) of this Agreement, disclosures of any terns and provisions of this Agreement otherwise prohibited may he made by either Party (i) to the extent necessary for such Party to enforce its nights hereunder against the other Party; (ii) only to the extent to which a Party is required to disclose all or part of this Agreement by a statute or by the order or nile of a court, agency, or other govermnental body exercising jurisdiction over the subject matter hereof, by order, by regulations, or by other compulsory process (including, but not limited to, deposition, subpoena, interrogatory, or request for production of documents); (iii) to the extent required by the applicable regulations of a securities or commodities exchange; (iv) to a third person in connection with a proposed sale or other transfer of a Party's interest in this Agreement, provided such third person agrees in writing to be bound by the terms of this Section 20.7; (v) to its own directors, officers, employees, agents and representatives; (vi) to an Affiliate; (vii) to a royalty or other owner burdening Shipper's Interests in the Dedicated Area, provided such royalty or other owner agrees in writing to he bound by the terms of this Section 20.7, or (viii) in the fonit of an abstract of Shipper's dedication herein for recording by Gatherer in public records or with governmental agencies. (c) Notification. If either Party is or becomes aware of a fact, obligation, or circumstance that has resulted or may result in a disclosure of any of the terms and conditions of this Agreement authorized by Section 20.7(b)(ii), (iii) or (iv) above, it shall so notify in writing the other Party promptly and shall provide documentation or an explanation of such disclosure as soon as it is available. (d) Party Responsibility. Each Party shall be deemed solely responsihlc and liable for the actions of its directors, officers, crnployees, agents, representatives and Affiliates for maintaining the confidentiality commitments of this Section 20.7. (e) Public Announcements. The Parties agree that prior to making any public announcement or statement with respect to this Agreement or the transaction represented herein, the Party desiring to make such public announcement or statement shall provide the other Party with a copy of the proposed announcement or statement prior to the 48 HOUS'T'ON: 0223 S,1.00O57: 1 7852 3 v 19 intended release date of such announcement. The other Party shall thereafter consult with the Party desiring to make the release, and the Parties shall exercise their reasonable best efforts to (i) agree upon the text of a joint public announcement or statement to be nude by both such Parties or (ii) in the case of a statement to be made solely by one Party, obtain approval of the other Party to the text of a public announcement or statement. Nothing contained in this Section 20.7 shall be construed to require either Party to obtain approval of the other Party to disclose information with respect to this Agreement or the transaction represented herein to any state or federal governmental authority or agency Co the extent required by applicable law or necessary to comply with disclosure requirements of the Securities and Exchange Commission, New York Stock Exchange, or any other regulated stock exchange. (0 Survival. The provisions of this Section 20.7 shall survive any expiration or termination of this Agreement for a period of one (1) year. Section 20.8 Published Indices. In the event any published price index refen-ed to in this Agreement ceases to be published, the Parties shall mutually agree to an alternative published price index representative of the published price index referred to in this Agreement. Section 20.9 Entire Agreement, Amendments and Waiver. This Agreement, including, without limitation, all exhibits hereto, integrates the entire understanding between the Parties with respect to the subject matter covered and supersedes all prior understandings, drafts, discussions, or statements, whether oral or in writing, expressed or implied, dealing with the same subject matter. This Agreement may not be amended or modified in any manner except by a written document signed by the Parties that expressly amends this Agreement. No waiver by any Party of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless expressly provided. No waiver shall be effective unless made in writing and signed by the Party to be charged with such waiver. Section 20.1.0 Limitation of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES SUFFERED BY SUCH PARTY RESULTING FROM OR ARISING OUT OF THIS AGREEMENT OR THE BREACH THEREOF UNDER ANY OTHER THEORY OF LIABILITY, WHETHER TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, WARRANTY, INDEMNITY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, INCREASED COST OF OPERATIONS, LOSS OF PROFIT OR REVENUE, OR BUSINESS INTERRUPTIONS. IN FURTHERANCE OF THE FOREGOING, EACH PARTY RELEASES THE OTHER PARTY AND WAIVES ANY RIGHT OF RECOVERY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES SUFFERED BY SUCH PARTY REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE CAUSED BY THE OTHER PARTY'S NEGLIGENCE (AND REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE, JOINT, CONCURRENT, ACTIVE, PASSIVE OR GROSS NEGLIGENCE), FAULT, OR LIABILITY WITHOUT FAULT; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT BE CONSTRUED AS LIMITING AN OBLIGATION OF A PARTY HEREUNDER TO INDEMNIFY, DEFEND 49 HOUSTON: JSTON: 022384M0057: 1 178523 v 19 AND HOLD HARMLESS THE OTHER PARTY AGAINST CLAIMS ASSERTED BY UNAFFILIATED THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THIRD PARTY CLAIMS FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. Section 20.11 Headings. Notwithstanding anything to the contrary, the headings and captions in this Agreement have been inserted Cor convenience of reference only and shall not define or limit any of the terms and provisions hereof. Section 20.12 Riats and Remedies. Except as otherwise provided in this Agreement, each Party reserves to itself all rights, counterclaims, other remedies and defenses that such Party is or may be entitled to arising from or out of this Agreement or as otherwise provided by law. Section 20.13 No Partnership. Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust, fiduciary or partnership duty, obligation or liability on or with regard to any Party. Section 20.14 Rules of Construction. In construing this Agreement, the following principles shall be followed: (a) no consideration shall be given to the fact or presumption that one Party had a greater or lesser hand in drafting this Agreement; (b) examples shall not be construed to limit, expressly or by implication, the matter they illustrate; (c) the word "includes" and its syntactical variants mean "includes, but is not limited to" and corresponding syntactical variant expressions; and (d) the plural shall be deemed to include the singular and vice versa, as applicable. Section 20.15 No Third Party Beneficiaries. Except for parties indemnified hereunder, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and shall not inure to the benefit of any other person or entity whomsoever or whatsoever, it being the intention of the Parties that no third person shall be deemed a third party beneficiary of this Agreement. Section 20.16 Further Assurances. Each Party shall take such acts and execute and deliver such documents as may be reasonably required to effectuate the purposes of this Agreement. Section 20.17 No inducements. No director, employee, or agent of any Party shall give or receive any commission, fee, rebate, gift, or entertainment of significant cost or value in connection with this Agreement. 50 HOUSTON: 022384.00057: 1L78523v1 Section 20.18 Counterpart Execution. This Agreement may be executed in any number of counterparts, each of which shall be considered an original, and all of which shall be considered one and the same instrument. 51 1IOUS ON:022381.00057: 1]7852304 [N WITNESS WHEREOF, the Parties have executed this Agreement on the date first set forth above. GATHERER: ENTERPRISE GAS PROCESSING, LLC By: Name: Title: SHIPPER: MARATHON OIL COMPANY By: 5Yh' Name: \ P Title: U(C'Ev C� 1ttT 52 HOUSTON: 022384.00057: 1 178523v1 9 EXHIBIT A DEDICATED AREA The following ]ands located iii Garfield County, Colorado: Township 5 South, Range 96 West Section 19: Lots 3, 4, NENE, S/2NE Section 20: NE, SW Section 29: N/2NE, S/2NE, SW Section 30: Lots 3, 4, NE Section 31: Lots 3, 4, NE Section 32: N/2SW, S/2SW, NE Section 33: N/2SW, S/2SW, S/2NE Section 34: N/2SE, S/2SE Section 35: NESE, NWSE, S/2SE `Township G South Ranke 9G Nest Section 5: Lots 2 , 7, 10, 14, 19, 21, 23 Section 6: Lots 1, 2, 7, S, 9, 10, 15, 16, N/2SW , S/2SW Section 18: Lots 1, 2, SW, W2NE Township 6 South, Range 97 West Section 1: Lots 11, 12, 13, 14, 23, 24, SW Section 2: Lots 11, 12, 13, 14, 23, 24, SW Section 11: NE, SW Section 12: E2NE, W2NE Section 13: SW Section 14: SW, except wcllborc of the CSOC 697-14 /411 Section 21: NE, SW Section 22: NE, except wollbore of the CSOC 697-22 #1 Section 22: SW Section 23: NE, S/2 Section 26: ALL Section 28: NE, SW Section 35: Lots 1, 2, 3, 4 Township 7 South, Range 96 West Section 5: Lots 1, 2 3, 4, 5, S/2NW, SW, SWNE Township 7 South Range 97 West Section 2: W/2, W/2E/2 Section 11: N/2S/2, NW Section 14: E2 EXHIBIT A Page 1 110USTON : 022384.40057: 117$123 v 19 EXHIBIT B MAXIMUM DAILY QUANTITY (f%4DQ) x,. C tsxrulst t ti rage s !AMNION: 022384.4)0( 7: 1178523v19 After 2034, the MDQ for each calendar year ;hall be equal to the lesser of (i) the immediately preceding calendar year's MDQ and (ii) one hundred ten percent (110%) of the average Daily volume of Dedicated Gas received by Gatherer from Shipper at the Receipt Points during the immediately preceding calendar year. HOUSTON: 02{84.00057: 11785230 9 EXHIBIT B -- Page 2 EXHIBIT C PCP/GDP FIELD RECEIPT POINTS 1. Mamrn Creek Conditioning Facility Meter 2. Orchard Meter 3, Middle Fork Meter 4. Bull Fork Meter 5. PCP/GDP Interconnect EXHIBIT C - Page 1 HOUSTON: ON: 422384.00057: 1 17k 523v 19 EXHIBIT ft EXISTING PRIOR DEDICATIONS AND COMMITMENTS 1. Wellbore of the CSOC 697-14 #1 1, located in the SW/4 of Section 14, Township 6 South, Range 97 West, Garfield County, Colorado. 2. Wellbore of the CSOC 697-22 #1, located in the NE/4 of Section 22, Township 6 South, Range 97 West, Garfield County, Colorado. EXHIJ BIT D - Page 1 1101151 ON: 02231i4,O0057: 1178.521v19 EXHIBIT E CONSTRUCTION SCHEDULE LM-il Lit 1 -- Page 1 I lot iSFON: 0221$1.000S7: 117H5230() R EXHIBIT £ Page 2 I IOUSTON: 022381.00057: ) I 78.',23%, 9 EXHIBIT F MEMORANDUM OF SERVICES AGREEMENT THIS MEMORANDUM OF SERVICES AGREEMENT (this "Memorandum") is made and entered into as of September 11, 2007 (the "Effective Date"), by and between ENTERPRISE GAS PROCESSING, LLC, a Delaware limited liability company ("Gatherer"), with an address of 1100 Louisiana, Houston, Texas 7002, and MARATHON OIL COMPANY, an Ohio corporation ("Shipper"), with an address of 5555 San Felipe Road, Houston, Texas 77056. WHEREAS, Shipper and Gatherer entered into that certain Services Agreement dated effective as September 11, 2007 (the "Agreement"), pursuant to which Gatherer will provide to Shipper gathering, treating, dehydration, compression and processing services for the Dedicated Gas (any capitalized term used, but not defined, in this Memorandum shall have the meaning ascribed to such term in the Agreement); and WHEREAS, the Parties desire to file this Memorandum of record in the real property records of Garfield County, Colorado, to give notice of the existence of the Agreement and certain provisions contained therein; NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1, Notice. Notice is hereby given of the existence of the Agreement and all of its terms, covenants and conditions to the same extent as if the Agreement was fully set forth herein. Certain provisions of the Agreement arc summarized in Sections 2 through 4 below. 2. Term. The term of the Agreement shall commence on September 11, 2007, and unless terminated earlier in accordance with the tenns and conditions of the Agreement, shall continue in full force and effect for so long as Shipper and/or its Affiliates and/or any of their respective successors or assigns own any Interests in the Dedicated Area. 3. Dedication. Subject to the terms and conditions of the Agreement, Shipper has dedicated for gathering, treating, dehydration, compression and processing, and has agreed to deliver, or cause to be delivered, to Gatherer, at the Receipt Point, (i) all Gas produced, saved and not used in lease operations on the Dedicated Area or lands pooled or unitized therewith as permitted pursuant to Section 6.4 of the Agreement, from wells now or hereafter located within the area more particularly described on Exhibit A attached hereto (the "Dedicated Area") or on lands pooled or unitized therewith, to the extent such Gas is attributable to the Interests now owned or hereafter acquired by Shipper and/or its Affiliates and their respective successors and assigns and (ii) with respect to such wells in which Shipper and/or any of its Affiliates is the operator, Gas produced from such wells which is attributable to the Interests in such wells owned by other working interest owners and royalty owners which is not taken "in-kind" by such working interest owners and royalty owners and for which Shipper and/or its Affiliates has the right to deliver EXHIBIT F -- Page 1 HOUSTON: 022384.00057: 117/152309 such Gas and only for the period that Shipper and/or its Affiliates has such right. (collectively, "Dedicated Gas"). 4. Covenant Running with the Land. So long as the Agreement is m effect, the Agreement shall (i) be a covenant running with the Interests now owned or hereafter acquired by Shipper and/or its Affiliates within the Dedicated Area and (ii) be binding on and enforceable by Gatherer and its successors and assigns against Shipper, its Affiliates and their respective successors and assigns. 5. No Amendment to Agreement. This Memorandum is executed and recorded solely for the purpose of giving notice and shall not amend nor rnodify the Agreement in any way. IN WITNESS WHEREOF, this Memorandum has been signed by or on behalf of each of the Parties as of the day fust above written. MARATHON OIL COMPANY By: Name: Title: STATE OF COUNTY OF § The foregoing instrument was acknowledged before me by , the of Marathon Oil Company, an Ohio corporation, on behalf of said corporation this day of , 2007. [ IOUSTO N: 0223$1.00057: I I 75523v 19 Notary Public in and for the State of EXHIBIT F -- Page 2 STATE OF ENTERPRISE GAS PROCESSING, LLC By: Name: Tit le: COUNTY OF § The foregoing instrument was acknowledged before me by , the of Enterprise (Jas Processing, LLC, a Delaware limited liability company, on behalf of said limited liability company this day of , 2007. Notary Public in and for the State of Attach: Exhibit A - Dedicated Area EXHIBIT F Page 3 HOUSTON: 022384.00057: 1 17A52 3v 19 EXHIBIT G ATTORNMENT LETTER Marathon Oil Company [Name o.fTransferee of Lease] [ a [ ] [Address of Transferee of Lease] Subject: Transfer of Interests in Dedicated Lands Notification and Consent to Assignment Ladies and Gentlemen: I. Agreement for Transfer of Interests in Dedicated Lands. Per prior discussions, your respective offices have been apprised that Marathon Oil Company ("Shipper") and [name of transferee] ("Successor Shipper") have entered an agreement by which Shipper will transfer to Successor Shipper (the "Transfer") those interests described on Schedule I (the "Assigned Interests"). 2. Cognizance of Prior Agreement. The parties acknowledge that the Assigned Interests have been dedicated to Enterprise Gas Processing, LLC, a Delaware limited liability company ("Gatherer"), by virtue of that certain Services Agreement dated September 11, 2007 (as the same may be amended from time to time, the "Agreement"), by and between Shipper and Gatherer, a copy of which is attached hereto and made a part hereof as if set forth herein in its totality. 3. Reservation of Rights by Gatherer. Gatherer hereby expressly reserves all its rights under the Agreement with respect to the Assigned Interests. Successor Shipper hereby acknowledges and agrees that it is acquiring the Assigned Interests subject to Gatherer's rights under the Agreement. 4. Assumption of Shipper's Obligations. Successor Shipper hereby assumes and agrees to perform all of the obligations of Shipper to Gatherer, and receives and accepts all rights of Shipper, under the Agreement, to the extent that such obligations and rights pertain to the Assigned Interests, but insofar, and only insofar as, [ _J - [NOTE: To be completed at time of assignment.] [If Shipper assigns less than all of its entire Interests in the Dedicated Area, the following will be applicable and be included in this Attornnrcnt Letter: "Gatherer, Shipper and Successor Shipper hereby agree to the apportionment of the rights and obligations under the Agreement, including, without limitation, the allocation of MDQ and liability for Monthly Shortfall for Dedicated Gas delivered on or after the [insert date] (Transfer Date), as follows: ."] 5. Consent to Assignment. Gatherer hereby acknowledges and consents to the assignment of the Agreement as set forth in the attached [insert description of instrument pursuant to which the Agreement is assigned or partially assigned]. EXHIBIT G - Page I HOUSJON: 02238,1.00057; ] 178523v19 6. Other Matters. [NOTE: In the event of a partial assignment of the Agreement, other matters that are reasonably requested by either Shipper or Gatherer will be addressed here.] 7. Counterparts. This document may be executed in any number of counterparts, each of which when combined and taken together, shall be considered but one and the same document. �. Covenants Running with the Land. The parties hereto intend that this instrument and the Agreement shall (i) be covenants running with the Assigned Interests and (ii) be binding on, and enforceable by Gatherer and its successors and assigns against, Successor Shipper and all subsequent owners of all or any part of the Assigned Interests and their respective successors and assigns. Successor Shipper shall cause any conveyance of all or any part of the Assigned Interests to be made expressly subject to the Agreement. Your prompt attention to this matter will be appreciated. Should you have any questions or require further information in this regard, please contact our office, Yours very truly, Name [Title] MARATHON OIL COMPANY Agreed to and approved this day of ,20 13y: Name; Title; [NAME OF TRANSFEREE] Agreed to and approved this day of 20 By: Name: Title: EXHIBIT G Page 2 3-101 I STO N : 022364.00057: 117552309 ENTERPRISE GAS PROCESSING, LLC Agreed to and approved this day of , 20 By: Name: Title: 11OUSiON: 0223 84.01)057: 11714 523 v 19 EXHIBIT G -- Page 3 Attach: Schedule I - Assigned Interests EXHIBIT G -- Page 4 HUUS'1'0N: 0223R4.01)O 7: 1 1711523v19