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Home My WebLink About1.1 Application Part 2ENTERPRISE GAS GATHERING LLC— MTW RANCH LLC Gate & Accesu Agreement 2008 - 2009 The MTW Aecnss and Gate Agreement (`Agreement") is entered into bclwccn MTW Ranch LLC, a Louisiana Limited Liability Company, (hereinafter 'MTW') nndntorpriee Gas Processing LLC (here'natter -Enterprise'), Houston, Texas, 1hi5 g_ day of February 2008, Trio parries agree an follows: 1, Nccarg MTW grants access througn the MTW Gate and the use of the Wilrow Creek Road and Trail Ridge Road (harelnaftor `MTW Roods') as outlined on the map attached es Exhibit A, from February 1, 2009 through February 28, 2009. This Agreement may be renewed for additional years if ruyuoutud in writing by ENTERPRISE: by February 1 annuity, 2. tom' hand MTW Ron!' Thu MTW Gota in located at 20011 County Road 8, Meeker, Colorado and the VW Roads are dep cted un the utlached map. 3. ac�s�vl�ri; n. Enterprise agrees lo pay $ upon execution of this t_ Agreement (Access Fee) for access through the MTW Gate and the use of the MTW Roads from February 1, 2008 through February 28. 2009. b. MTW's determination thnt Enterprise ,r; occupying, traversing, impacting or using MTW property not definer! as the 'MW Reads shall be grounds for imrnodiate termiloriurl of Illi; Agreement MTW shall givo Enterprise written huffcation of such violation. If the breach Is not responded to within 48 hour and no: cured as seen on R rnasonably possible. 11TW shall terminate Enterprise's accost until such issue .s rranMed to fltiWs solisfu tion. The Access Fee is non.ratundabic and shall not be conaideted damages for the use of other property or the destruction deny t,ATW property, c. The annual Access Fee for 20019 shall be due puri Uxucu,ivn of this Agroomont, 4. ROrag{.MBin)pnnnco' ENTERPRISE ah lit bo responsible for its proportionate share of road maintenance on the MTW Roods compFont with the Dapartmant o' lnturior-13.L M rules, regulations rind slundurds, Road Maintenance 52�': f1' lti'1. 076 shall includes the use of magnesium chforida, grading, duct rn,tigaton, snow romovel, and repair of pavement, rond base and gravel. ENTERPRISE shalt coordinate rend maintenance with all other MTV (toad usors. MIW will agree to assist in tttu coordination or the road maintenance. Enterprise's fui'urel to partic:ipnto in road maintenances or respond to n speCifie reasonable request for maintenance shall he determined a broach of this Agreement, hMTVd shall give ENTERPRISE e+rilten notification of such a road maintenance violation, If the breach is not responded to within 40 hours and not cured ay soon as is reesonaby possible, MTW shah tarm',nau) MOC's ()cease until such road maintenance issue is, resolved to MTW's satisfaction. Th' f171fntonanee of the MTW Rotaif ip erfflcnl t0 til, Brainy ern il_.eing of E NTERP1RfSE MEW and tell users. ThQsure passing re {Ili users wilt bei the: grid I jerrnining the road irisin; pace atundards, 5, M'1WtWGS Gogo Fee: a, In addition to Mu Access Feu, ENTERPRISE shall pay its proportionate share of the mariners pato costs as Invoiced by Misty's ($ate SarviCir, Inc. C CGS'). b. MTw shall Nem full authority tend discretion tri designate the individual or entity that rune the manned gale. ENTERPRISE may request a review of thn entity gar individual based upon pocificai}y ranted concerns, Thn deify gate ice shall bo fixed at the below rate through 2010. A daily pate fee increase shall be justified with evidence+, of increasing overhead coots and may only be increased with 90 days written notice to ENTERPRISE. c. The Mesta qate roe for 24 hours of manned nate service currenrty Is d. Each entity's entrance through the gate shuit bo togged by MGS. ENTERPRISE &hail bu bitted electronically rnonthry for it , proportionnto use (including use by its representatives, monis, employees end sub -contractors) ue determined by the regi Each vehicle pust:ing through the gate shalt identify itself and the entity that it represents. e. IR payment is not received 4b (Jaya *attar receipt of the statement ENTERPRISE shalt be assessed a S late fee, which shall be due at the: time of the Into payment. 1! payment 15 not received within 80 days of ro olpt of the sluturnertt, incest rnn'i be temporarily terminated until payment is received in full. f. IiNTI_RPRISC shell receive ruff copius of the MSG tog, which will bu electronically dotrvemJ to ENTERPRISE with the monthly invoice. g. ENTERPRISE may challenge the proportionate fan for gate acetas in writing delivered to both M1W, MGS, ane Irina K Zogor Brown, Cooley 'Lagar-Grown, P C. (Box 2.440, Meeker, Colorado 01641 — trrrlrtgccr ;>te_yLtrsgnbrpyyp core) 2 6 h, ENTERPRISE shalt rornain rosponsiblo for MCC's full Invoiced amount during the challongu process, If payment is nol received in full even during tho time of an invoice challenge, access through the pulp shalt bo terminated. MTW, and MGS shall respond in writing to the ctlaiionged invoice within five days of its receipt o, such challenge, If tin error is drr;ehrmined, ENTERPR:SE's shall be credited tho approprioie imount in tike next calendar invoice, 6. LiatirtyillnIzartifigrAw a, RPRr$E. ¢deli setas the r'�1 iW cora an. _d use the iw1Tj lis, d _ n.L.4 4tiyn risk ring is forty ad+ri.od of ribs arlivitx p socintofl viith tho um) or Iho MTW Road .ENTF,RPRISE �s !Lebv put on r►oliSo thgf MTW RONA o lien iily_[avoled Mad,,,Atted Rrigauty fpr_induatriat, purposes, ENTIBEMSE rrot craniad WSCIUSIVO Use _af !IV_ MM 3oad 4%1 Maw maintains all right. t;tto tinr� Zrbi i grant access tto arty entity pr persoa rind to trio fin MTW Road for i v /Imposes. incrttding but not milled to rnrr +ti tier, and huni b. ENTERPftWSE shall indomnify arid hold MTW and MGS harmless against all docidonts, liability and claims associated with its use of the MTW Gato and MTW Road. c. tNTERPRiSE ahali follow and comply with all posted Speed limit signs, using particular caution during timer, of woalhor and heavy traffic, ENTERPRISE shalt comply with nil Colorado Deportrnant of Transportation and f?epurtmont of Interior-B.L.M. rules and regulations ruaard:ng road usca, hauling equipment, convoys and halm dous materials. Any documented breach or these rulos and regulations shall constitute u broach of this Agreement al which time tom anal! notify ENIL-RPRISE of said breach in writing, ENTERPRISE shall have five days to respond to sold broach, If said broach is not appropriately reSpondod to within frvo days, PAW/ may terminate seen sk until said broach is cured lo Me sallsfuction of MTW. d. MTW and ENTERPRISE shall rolease, defend, irhdcrnnity mhd hold one another, and itc affiliates, and any of its, members, employees, agents, and subcontrnclors, hnrrnress from and against any and all Joss, cost, darnagn or expense of every kind and nature including, without limitation, fines, penartics, remedial obligations, court Costs and exponoas and roosonablo attorneys` feed, Including nttornt:ys' fool incurred in the enforcement of this Indemnity provision, arising out of bodily injury (including sickness to or death of persons and tosses Mere from to relatives or dependents) to the other party, any nl its officers, directors, ornfstoyces, agents, and .ubcontrnctors or loss ar destruction of the ocher parties' proporty or Interests in property in any manner oeusod by, directly or indirectly resulting from, incident to, connected with or arising out of access by the indemnifying party through thu MTW Gate and the use of tho MTW Roads (itictuding all MTW property), a, NO PARTY SHALL SE LIABLE:' TO ANY OTHER PARTY FOR ANY LASS OF PROFIT OR ANTICIPATED PROFIT. BUSINESS INTERRUPTION, LOSS OF REVENUL , LOSS OF USE. LOSS OF CONTRACT, LOSS OF GOO;) WILL, OR LOSS OF BUSINESS OPPORTUNITY. NOR FOR ANY INDIRECT LUSS, CONSEQUEN FIAL LOSS, OR EXEMPLARY OR PUNITIVE, DAMAGES SUFFERED BY A PARTY. ALL OR ANY PART OF WHICH ARISE our OF Ort RELATE; TO THIS AGREEMENT OR m .PERFORMANCE. OR E3REACII OF THIS AGREEMENT OR TO AN ACT OR OMISSION RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY, OR ANY OTHE=R THEORY IN CONTRACT, LAN OR LQuITY. 7. Weeds; ENTERPRISE shall comply with Department of Interior-R,t. M. regulations and practices for weed control (associated with the use B.L,M. lands and roads) on the M1W Road. MTW's docurn nfaiion of such a failure to comply with these standards shall be grounds for temporary termination of access to and on the MTW Rood: ENTERPRISE shaft be assessed a corresponding fee associated with the violation of woad control in concert with the practicos, polices ane procodures of the Dcpartrnunt of interior-U.L.M. 05 Voll as any costs associated with u fine imposed on MTW for wood impact by Rio Ulanco County, anrlfor the Department of Interiar•E3.L.M, B. Hunting!' ENTERPRISE, shall not be allowed the use of flroarrns on the MN/ Roads. or on the MTW property in general, Dago, arcohul and druOS are strictly prohibited. MTW shall temporarily terminate access to ENTERPRISE based upost ovldoncc of an ENTERPRISE employee, subcontractor or agent's trespass vii Uro MTW Gate, or the possession of flroarms, dogs, nfcohoi and chug, until the parties can airuu to reasonable compannotion and penalty for this typo of breach. Said compensation or penalty shall be, in addition to other criminal or civli prosecution for tho violation by the appraprioto authorities, Thn Access foo IS non-re,fund;lbto and shall not bo considered damages for the broach of this Agrocmont. 4 9. jti'iiSCaLlne0att: No sslydrebto: This Agreement shell be binding upon and inure to tate bonufrt of the ENTERPRISF, .ts nffillateO companies, wholly owned subsidiaries, its legal representatives, employees, agents, contractors and sub -contractors. Tris Agreement is not a8slgnable without the prior written consent of MTW. ENTERPRISE shelf supply to M' W and MGS a wntton list of legal reprosentrrllvon, employee°, ogentu, conlructors and subcontractors who ore authorized to enter the MTW Grote on Enterprise's behalf ono rot Enterprise's expense. b. l:hrli�rl^o! Low This Agreement ehail bo governod by and construed, interpreted and applied in accordance with Colorado law excluding tiny choice of law rules which would refer the Matter to tho taws of another jurisdiction. Von end Jurisdiction for this Agreement shall bo located exclusively in the Ca'urado 9th Judicial District, c. Countecrorts This Agreement is exocutcd In two counterparts. ouch of which shall bo deemed an original, d. 5evurnbilyy, In the avant one or more of thu provisions Ccritvined in the Agreement Is fur any reason hold to bo invalid, illegal or unenforceabta, such holding shall not effect the ramulning prev:slons of this Agreement. o. Entirety, This Agreement, including all Exhibits, rapreserns tor. entire and complete understanding of the Parties with respect to tho subject matter contained hewn and supersedes nil other agreements, correspondence or purchase orders, whether written or verbal, with respect to the subject matter CDrllmned thrum, Entered into trria gl'day of February, 20013. on, Jr hlamber Entcrrplpriy�C; rison F'r• ea nn :C • hllc ]sot (feli ortodd Senior Land nuprosontatrvc 5 Stain of Louisiana Parish of e atila ; ACKNOWLEDGEMENTS ) ss. ) Subscribed and sworn to boforo mo thin a/6'day of Fabruury, 2000 by Iiay Morpnn, dr., Montero M1 W Ranch I.LC, o Lou;slnna Llrnilr.•d Liability Company, Witriusa my hand and officio] seal. My Commission expires: ett• Notary Public raj f<'i-«R;sr4yka.- Stun. of Cotnrado County of Rio Bianca ) ss. k Subscribed and sworn to boforo ma tht; 91day of Febnrary, 200B by Michael (Mike) Todd. Wtnurs my Itnod and official seal. My Commission explros: q -r{- I 1 No 6 R PROPERTY LEASE AGREEMENT This Property Lease Agreement ("Lease") is made and entered into this 304day of April, 2008 (the "Execution Date"), but effective as of May 1, 2008 (the "Effective Date") by and between Specialty Restaurants Corporation and Stockton Restaurant Corporation, whose addresses are 8191 E. Kaiser Blvd., Anaheim, CA 92808 hereinafter referred to as ('`Lessor") and EnCana Oil & Gas (USA) Inc., whose address is 370 176 Street, Suite 1700, Denver, Colorado 80202, its successors and assigns hereinafter referred to as ("Lessee"). Whereas, EnCana Oil & Gas (USA) Inc. desires to lease property in Garfield County, Colorado, for the purpose of maintaining a temporary construction trailer office and yard site. Lessee shall, under the terms of this Lease, have the exclusive right of ingress and egress, and the right to enjoy the exclusive use and occupancy of the property described below. Lessee has the right to assign this Lease or the right to sublease the above described property with Lessor's approval, such approval not to be unreasonably withheld, conditioned, or delayed, at any time for the purpose stated herein. In accordance with the provisions set forth below, this Lease is contingent upon approval of a Special Use Permit from Garfield County Building and Planning Department, which the Lessor cannot terminate prior to the termination of the Lease. Lessee will apply for a Special Use Permit within 45 days of the Execution Date. If the Lessee does not apply within 45 days of the Execution Date, this Lease shall terminate upon expiration of the 45 -day period. Proof of application shall be forwarded to Lessor before the expiration of the 45 day - period. Whereas, Lessor warrants that they are the owner of certain real property located in Garfield County ; and Whereas, Lessor desires to lease property to EnCana Oil & Gas (USA) Inc. for the purpose described above; Therefore, in consideration of the promises and mutual covenants and conditions set forth below, the parties agree as follows: 1. Psi rpose. Lessor agrees to lease to Lessee a parcel of land located in Township 7 South, Range 96 West, Section 33: NE/4NE/4 as described on the attached Exhibit A, in Garfield County, Colorado (the "Leased Property"), as a temporary construction trailer office and yard site, however there will be no hazardous material storage. 2. Term, The term of this Lease shall be for a 12 month period, beginning May 1, 2008 continuing through April 30, 2009. 3. Consideration. The consideration for the 12 month lease is $ paid at the time of approval of the Special Use Permit and with the Lessor to receive a copy of the Special Use Permit. No work shall be performed such as fencing, gravel, or installation of roadways, and no occupancy of the yard shall occur, until the Special Use Permit is approved. The Lessee will provide the Lessor a copy of a Liability Policy (Binder) for the yard and be named as additional insured_ 4! 4. Fence. Lessee is granted the option to construct a four wire barbed fence around the perimeter of the Leased Property at or before such time as the activity at such property requires that gates be left open. Upon completion of the term of the Lease, Lessee shall have the option to leave the fence in place and said fence shall become the property of Lessor. Lessee is granted the option to add or widen approaches or gates as Lessee deems necessary. 5. Restoration of Property. Lessee agrees that upon completion of its construction activities, the portion of the property disturbed from Lessee's activities and covered with gravel, will not be reclaimed and reseeded with native grasses in accordance with Federal Energy Regulatory Commission regulations and local Soil Conservation Service recommendations, per Lessor's request. Lessee may have the option to gravel all or part of the property, Upon completion and termination of the Lease, gravel will not be removed, per Lessor's request, and that portion of the property, then will not be reclaimed. 6. Indemnification. Lessee agrees to indemnify and hold Lessor harmless against any and all claims, damages, and costs, including any Hazardous spills or claims against Lessor for hazardous or containment spills incurred as a result of Lessee's use, of the property for the purposes described herein except in so far as the claims, damages and costs are caused or contributed to by Lessor's negligence or wrongful conduct or omissions. 7. Termination. Lessee may terminate this Lease at its option by the removal of said structures, equipment, appliances, and appurtenances. Lessor will be notified in writing of termination, and Lessee will vacate the property by April 30, 2009. 8. This Lease shall be governed by the laws of the State of Colorado. Lessor and Lessee hereby agree that the terms of this Lease shall be kept confidential; provided, however, Lessor and Lessee agree that a Memorandum of this Lease shall be executed contemporaneously with the execution and delivery hereof, which Memorandum shall be recorded in the Public Records of Garfield County, Colorado to evidence this Lease. 9. Notice. Any notice or written demand to be given to Lessor or Lessee may be delivered in person, by fax or certified or registered mail, postage prepaid, addressed to the party for whom intended as follows: EnCana Oil & Gas (USA) Inc. Attn: S. Piceance Land Negotiator 370 17th Street, Suite 1700 Denver, CO 80202 (303) 623-2300 (303) 623-2400 (fax) IIr Specialty Restaurants Corporation and Stockton Restaurant Corporation Attn: Mr. Toby Guccini 820 Castle Valley Boulevard New Castle, CO 81647 (970) 984-3720 (970) 984-3721 (fax) �a�rK cod 511E4.leg s'r n e Al Ca .4120 S19 t g. k;Aisg/ aula • AfAttEiavt , CA 11 -Be AT" ) : C i4.44.114 si A) rn) 99e -` 61CFA:(0 In Witness Whereof, the parties have executed this Lease on the day and year first written and effective as of the Effective Date. LESSOR LESSEE Specialty Restaurants Corporation EnCana Oil & Gas (USA) Inc. Stockton Restaurant Corporation By 4A4161-67u.azi Title; c By IL O Ricardo D.Gallegos Title: Attorney in Fact CITY AND COUNTY OF DENVER ) This instrument was acknowledged before me on this 16/4 day of _MI5 2008, by Ricardo D. Gallegos as Attorney in Fact of EnCana Oil & Gas (USA) Inc., on behalf of said corporation. Residing at : 5 Won, co roLZ.3 MY COMMISSION EXPIRES: My Commission Expires 06I25I2011 3 or said State and County STATE OF C-' ) )ss: COUNTY OF l) J This instrument was acknowledged before me on this ( day of1x-y� 2008, by c O G • 6-1(u 7 -Z -r r! Nota Public in and for said State and County Residing at : 1?/ C + te t, u -et G cws- CA" q ror MY COMMISSION EXPIRES: /44—/e) 4 LYNE1IE M. KELLUM Commission # 1653359 Notary Public - Catltomla Orange County My Comm. Expires Mar 21, 2010` EXHIBIT "A" This Exhibit "A" is attached to and made a part of that certain Property Lease Agreement by and between Specialty Restaurants Corporation and Stockton Restaurant Corporation, as Lessor and EnCana Oil & Gas (USA) Inc., as Lessee. Township 7 South. Range 96 West of the 66 P.M. Section 33: NE14NE/4 EnCana OIL & GAS (USA) INC. LOCATION LAYOUT FOR 7 ACRE OFFICE & YARD SITE SECTION 33, T7S, R96W, 6th P:M, NE 1/4 NE 1/4 ExIsting Fencellne Prevailing Winds SCALE: 1" = 100' DATE: 04-15-08 , Drown By.. F-0.4' i,- '� ..� £7.. 50026 ��.5" Sto. 7152 �i Ja," ``\\1\ ,,,' Approx. �, i Topt Slof Cuop�a 'Ct. �0' C-7.9' *3' C 5008.1' J soo8 X5004 Std 5T74 5008' Sta, 3198 266' Sta. 2150 Exlsfing Feneelrne.---..- F-O, 3' E!. 5000.8' NOTES: £lev. .Ungraded Ground At Southeast Comer -5000.3" FINISHED GRADE ELEV AT Southeast Corner =5000.5' IFIGURE #1I --Ns0 Sta. 1+0O Existing.Access___, Rood Cote) r - Existing 2-Trod,//f / sem, aIL2a Approx.//` I2 Toe of 1./ F—a2' Fill Slop j £I. 50003' AIC Sec ay. UINTAN ENGINEERING & LAND SURVEYING 85 So. zoo 8Rst • Vernal, Utah MON • f185) 789-1017 611-:ila /g8 PROPERTY LEASE AGREEMENT This Property Lease Agreement ("Lease") is made and entered into this"day of April, 2008 (the "Execution Date"), but effective as of May 1, 2008 (the "Effective Date") by and between Specialty Restaurants Corporation and Stockton Restaurant Corporation, whose addresses are 8191 E. Kaiser Blvd., Anaheim, CA 92808 hereinafter referred to as ("Lessor") and EnCana Oil & Gas (USA) Inc,, whose address is 370 17th Street, Suite 1700, Denver, Colorado 80202, its successors and assigns hereinafter referred to as ("Lessee"). Whereas, EnCana Oil & Gas (USA) Inc. desires to lease property in Garfield County, Colorado, for the purpose of maintaining a temporary construction staging area, pipe off-loading site and pipeline and equipment storage yard. Lessee shall, under the terms of this Lease, have the exclusive right of ingress and egress, and the right to enjoy the exclusive use and occupancy of the property described below. Lessee has the right to assign this Lease or the right to sublease the above described property with Lessor's approval, such approval not to be unreasonably withheld, conditioned, or delayed, at any time for the purpose stated herein. In accordance with the provisions set forth below, this Lease is contingent upon approval of a Special Use Permit from Garfield County Building and Planning Department, which the Lessor cannot terminate prior to the termination of the Lease. Lessee will apply for a Special Use Permit within 45 days of the Execution Date. If the Lessee does not apply within 45 days of the Execution Date, this Lease shall terminate upon expiration of the 45 -day period. Proof of application shall be forwarded to Lessor before the expiration of the 45 day -period. Whereas, Lessor warrants that they are the owner of certain real property located in Garfield County ; and Whereas, Lessor desires to lease property to EnCana Oil & Gas (USA) Inc. for the purpose described above; Therefore, in consideration of the promises and mutual covenants and conditions set forth below, the parties agree as follows: 1. Purpose. Lessor agrees to lease to Lessee a parcel of land located in Township 8 South, Range 96 West, part of Sections 5 and 6, as described on the attached Exhibit A, in Garfield County, Colorado (the "Leased Property"), as a temporary construction staging arca, pipe off-loading site and pipeline and equipment storage yard, however there will be no hazardous material storage. 2. Term. The term of this Lease shall be for a 12 month period, beginning May 1, 2008 continuing through April 30, 2009 with the unrestricted option of the Lessee to continue to lease the Leased Property thereafter, for an additional one year period, if it is necessary for said construction staging, pipe and 1 or equipment to be maintained thereon, 3. Consideration. The consideration for the 12 month lease is $ , paid at the time of approval of the Special Use Permit and with the Lessor to receive a copy of the Special Use Permit. No work shall be performed such as fencing, gravel, or installation of roadways, and no occupancy of the yard shall occur, until the Special Use Permit is approved. The consideration to extend the Lease for an additional one year period is ? payable 30 days prior to the beginning of the second year. The Lessee will provide the Lessor a copy of a Liability Policy (Binder) for the yard and be named as additional insured. 4. Fence. Lessee shall construct a four wire barbed fence around the perimeter of the Leased Property at or before such time as the activity at such property requires that gates be left open. Upon completion of the term of the Lease, Lessee shall leave the fence in place and said fence shall become the property of Lessor. Lessee is granted the option to add or widen approaches or gates as Lessee deems necessary. Lessee acknowledges that the Lessor has a cattle lease on the 5 Mile Ranch, and Lessee at the Lessee's option may install cattle guards at the gates to keep cattle out of the leased acreage. Lessee can remove and keep such cattle guards upon vacating the Leased Property. 5, Restoration of Property. Lessee agrees that upon completion of its construction activities, the portion of the property disturbed from Lessee's activities and covered with gravel, will not be reclaimed and reseeded with native grasses in accordance with Federal Energy Regulatory Commission regulations and local Soil Conservation Service recommendations, per Lessor's request. Lessee may have the option to gravel all or part of the property. Upon completion and termination of the Lease, gravel will not be removed, per Lessor's request, and that portion of the property, then will not be reclaimed. 6. Indemnification. Lessee agrees to indemnify and hold Lessor harmless against any and all claims, damages, and costs, including any Hazardous spills or claims against Lessor for hazardous or containment spills incurred as a result of Lessee's use, of the property for the purposes described herein except in so far as the claims, damages and costs are caused or contributed to by Lessor's negligence or wrongful conduct or omissions. 7. Termination. Lessee may terminate this Lease at its option by the removal of said structures, equipment, appliances, and appurtenances. Lessor will be notified in writing of termination, and Lessee will vacate the property by April 30, 2009 or by April 30, 2010 if the Lessee elects to renew the Lease for that additional year. 8. This Lease shall be governed by the laws of the State of Colorado. Lessor and Lessee hereby agree that the terms of this Lease shall be kept confidential; provided, however, Lessor and Lessee agree that a Memorandum of this Lease shall be executed contemporaneously with the execution and delivery hereof, which Memorandum shall be recorded in the Public Records of Garfield County, Colorado to evidence this Lease. 2 dor 9, Notice. Any notice or written demand to be given to Lessor or Lessee may be delivered in person, by fax or certified or registered mail, postage prepaid, addressed to the party for whom intended as follows: EnCana Oil & Gas (USA) Inc. Attn: S. Piceance Land Negotiator 370 1711' Street, Suite 1700 Denver, CO 80202 (303) 623-2300 (303) 623-2400 (fax) Specialty Restaurants Corporation and Stockton Restaurant Corporation Attn: Mr. Toby Guccini 820 Castle Valley Boulevard New Castle, CO 81647 (970) 984-3720 (970) 984-3721 (fax) w ir8l eel/ : 104' In Witness Whereof, the parties have executed this Lease on the day and year first written and effective as of the Effective Date. LESSOR Specialty Restaurants Corporation Stockton'Restaurant Corporation By Title: /Y-kafkoz aiu.m fr% LESSEE EnCana Oil & Gas (USA) Inc. By_ RicardoD.Gallegos Title: Attorney in Fact CITY AND COUNTY OF DENVER ) This instrument was acknowledged before me on this i St4 dayof 1/1461 , 2008, by Ricardo D. Gallegos as Attorney in Fact of EnCana Oil & Gas (USA) Inc., on behalf of said corporation. eAtier Notary Pu lie in Residing at : to i w- t cI Pida t9 RDFT Lirl e ton, Co ?'01-2''j MY COMMISSION EXPIRES: My Commission Expires -0612612011- 3 e and County_ • . „, O° SPwcrA1.1 1 R Y cater? 8i/ 6.kolr'sd"eal-VA , 1}n'AN nt , 04 9 2-8a8 4-rrnr: a t-1"LY AA (7rn2 Ifd'- dfd:6f (FRK) STATE OF C COUNTY OF )ss: This instrument was acknowledged before me on this lsr day of 2008, by To etAJ f Residing at : 91q E leitz;-.44...) Notar a.4— i0 -Tor MY COMMISSION EXPIRES: Public in and for said State and County iYNETtE M. KEI.kUM Commission # 1653359 1 Notary Public - Calirornla Orange County ivyComm. Expires Mar 21, 2010 r°J5.9 ROAD RIGHT-OF-WAY DESCR1PT10N 8 d� fis 9 pUE S suogoas Jo Ind lArd 419 041J0 IsaM 96 'grnos g digsumoZ •32ssa1 SV ` 3u1(ysn) sup 78 uO eIE3ug pus aossa3 se `uopviodaoD 1ueineisa)i uo» ois pue uopeaodioD slueinmsa i ,C)lpsaads uaanuaq pup ,Cq auaulaaZy *seal Auado.ld u!Euao pied a spear pue paper -De sl «y„ pgtgxg s[qd „V„ 1,18IHX3 RECEPTION #: 2450256, BEC 4703 PG 3'?9 07/25/200B at 02:55:1.0 pit, 1 OF 19, R $95.00 S $1.00 Doc Code: ASGN BOS Janice Ric.h, Mesa County, CO CLERK AND RECORDER PA( e DOCUMENT EXECUTION COPY .Swl.CNME NT, CONVEYANCE AND BILL. OF; .M.E This Assignment, Conveyance and Bill of Sale (".4ssigIrmeaf") k made Lind entered int() this 2i- day of July, 200g (the "Effective Dater") by rind between .E1nCana Oil S. Cies (l.SA) Inc., ;i Dela WAIT: corporal ran ("Assignor"), and Enterprise Gas Processlllig, I.1.(., ii Delaware lirrlited liability company ("Assignee"). WHEREAS, AwriLnior has acquired eeii tits easements, has applied Isar various permits and r[L;ltts-of--way, and has ordered pipe in anticipation of the mush -notion of it tr;itlrral ��rs gathering system which will consist Of, ;n]tinig tinier assets, the following: (it an approximately 22 -mile, 2.4 -inch diameter, high-pressure pipeline to he built from the Anderson Gulch area, which is located in Section 31, Township 9 South, Range 95 West, Mesa County, Colorado, to an interconnect with Assignors Great Divide Gatltzsi]lg System located in. Scctiorr :34, Township 7 South, Range 96 West, Garfield County, Colorado (tig;'Culfhran ,rh y {gathering System"); and, (ii) approximately 163,000 feet of 24 -inch diameter, high-pressure pipeline to be built in Mesa County, Colorado and which will ,e connected to the Collhran''alley Gathering System (collectively, the "Gathering SYstens•"), and WHEREAS, A&igioc wishes to assign to Assignee, and ASSr,grlee wishos to assume, Assignor's right, title mid inte]'est in the Assets (as defined in this tissigrtrneot) in Nyder to construct 1he Gathering Systems. NOW THEREFORE, for good and Vahnitbh consideration, the receipt and sufficiency of which are hereby acknowledged. Assignor aiid Assignee agroe as follows: 1. .Assiguneertt_ Assignor slots hereby GRANT, SETA ,, ASSIGN, CONVEY and TRANS!F.R to Assignee all of Assignor's right, title and interest in and co the following (collectively, the "Assets"): (a), All rights. of -gay, outer real property rights, licenses and permits relating to the (-lathering Systems, which rights -of -tiny: other read pratrca ty rights_ licenses and perrnits uc described in Exhibit ,, .i1I ici{:r: It4'Iit. ; (1) All contracts and atoxiitc:rtts, purchase orders and lenses solely relating to the Gathering Symcros, which contracts, agreements, p IRiltt c, orders and leases are doscr-ibcd irr i xllibit ti attached hLrctO, (c) All pipe, compressors, equipment, valves anti ot.lti^r rnaI 'iia15 cxctusivcAy relating to the Gathering Sys'cll1s, inC iiiding assets ourrontly Mist ill{;[! ill 1.IlcMarrlrn Crock Conditioning if'aeilit;y arid other locations, which Mille~., cl7mprer,says, equipment, valves, other materials and assets are described in Exhibit C attached! hereto: (d) All pla-lnirlg and construction records relating to the 'Gathering Systems, Q.Iint::,n;r A?t426'&.(irad' r\Fsi•C;o!Ittiran Va'.Icy Assignment Conx c_Fittal_072:O3.DOC RECEPTION #: 2450255, BK 9743 PG 379 07/25/2008 at 02:55:10 PM, 2 OF 19, R $95.00 S $1.00 Doc Ccde: ASGN BGS Janice Rich, 'testi ou.nty, CO CLERK AND RECORDER w.wr.,wrrr (c) All warranties and guarantees of the manufacturers or stippll`e::s of the foregoing described Assets and the warranties and guarantees of s;rbeontractors, consultants, and service providers _cl<ating to or IIiac :_? er1Iirec:ion with the foregoing described Asset3 (the ". a•aigned J1'urr .titin'.."): arid (f) All other right, title alas! iv.tcrest of .ass:gnitir exclusively gelatins: to the Gathering S :steins. TO HAVE ANI) 1'O HOLD the Assets un.o A ssigrcc farcvc:'. 5... ecial Warranty. Assignor hereby finds itse'.f anc'_ its s::ceessors and assigns tel warrant and torc.•er defend the tit_e. to the Assets unto Assignee, its succes.sDrs and assigns, against ;,very person whomsoever lawfully claiming or to claim lii: same or any part 'lore:oi. by, through or under Assignor, btu not otherwise. Ass:gnee shall bo and is hereby subro ,ared to all covenants and warranties of :itle by Paries (other than Assignor) lute:;oforc given or made. t4 Ansi ;nor• or its predecessors in title in respect e.f any of the Assets. 3. Awairaption ai1Li Indeti:iiifica ori. assignee acccpts Assignment and the Assets conveyed hereby ani! assures and agrees to perfcnri all y Atisignor'S obligations aecruing thereunder from and after the Effective Date. to addit:un, is any sales, use or other transfer lax is dee or owing or assessed again: either Assignor or Assignee by reason of this Assignment, then sue'n transfer tax shah paid b;: A.ssiw.nec. ,Assignee agrees to indemnify and hold Assignor harmless front and against trig and all, claims, demands and causes of action. of any kind and all losses, dor::a7],es, 11abi iii s, costs and expenses of whatever nature (including court costs and reasonable attorneys' fees) arising Out Of or relating to Cie Assets from and idler the Effective .)ate; provided, however, the f-ir'eg'oing indemnit', shall ee SLrbjvct to, and :hull in im way modify or affect, the iixiemnificati m c'oiigations b.'„I .00r As`iigr r and Assignee contained in the. Gathering Agreement nt (1i reiriafter defined). Assignor asq.CCs to indemnify and hold Ass?&'heti: harmless fairst and against any and all clai:ifs, demands and causes of atitio,E of' any kind and all losses, damages, liabilities, costs and c_kperses of whatever native (including court costs and reasonable ittorliey;' lees) arising out of or relating to the Assets prior to the Effective Date. 4. Disci'ain:er. EXCEPT FUR THE SPECIAL •NAB..&AN:TY Off Trilfri CONTAiNF..D HEREIN AND THF REPRESENTATIONS AND WARRANTIES CONTAINED TN Ti=ll GATT1E_RTNG AGREEMENT, ASSIGNOR 1TrRFB'Y (a) EXPRESSLY DiSCi.ATM.S AND NEGATES ANY RI PRESFNTAT:C)N OR WARRANTY, WHETHER EXPRESSED OR IN1P12,ED AI COMMON LAW, BY STATUTE.. OR 0TUTiiRwrsE, RELATING TO (i) THE CONDITION (INCLUDING CNT'IRON'MI hTAI. CONDITION) OF THE ASSETS (INCLUDING ANY IMPLIED OR •c.!XPRHSSF.1) WARRANTY OF MERCTTANTABILITY, OF FITNESS FOR A PARTICULAR PLR?OSE, OK OF CONFORMITY 'FO MODEI S OR SAVRES Or MATERIALS), (ii) .ASSIGNEE'S AI3ILITY TO ASSUME OPERATIONS OF THE. ASSETS, (iii; THE. COMPLETENESS OF THE. ASSETS IN ORDER TO CONSTRUCT, OWN AND OPERATE TTIE GATTTPRING SYSTEMS, AND (i) ANY FILES, RECORDS, L.:FORMf.V1[ON OR DATA PLR\1SHhI_) TO ASSIGNEE BY OR ON HH-IALF OF ASSIGNOR, AND (b) Nl GATFiS ANY RRiHTS 01-. ASSIGNEE I N1)J R STATUTES 10 CLAIM DL\ INU1'1U\ OF CONSIDERATION PRD 2 RECEPTION #: 2150256, 2K 4703 PG 379 07/25/2008 at 02:55:10 PM, 3 OF =9, R $95.00 S=.500 Doc Code: ASGN BOS Janice Rich, Mesa County, CO CLERK AND RECORDER ANY CLAL\IS ay ASSIG\TE FOR DAMAGES BECAUSE OF DEFECTS, WEIF.TH1;R KNOWN OR UNKNOWN, IT BEING TUU INTENTION OF ASSIGNOR AND ASSIGNEE THAT THE ASSETS SHALL BE CONVEYED "AS IS, WHERE, IS" IN TITIITR PRESENT CONDITION AND STAT ^ OF REPAIR. 5. Retaining. Asse'Is. Without limiting the provisions of Section 4 of this Assignment, Assi4�ucc acknowledges and understands that Assignor has not acge.fired {111 of ii3ve.ts ncccisarti to construct, own and operate [he Gathering Systems; including;, without ;imitation, the following (collectively, E I "Remaining ,issers"): (i) right-of-way grant From the I Sri::;c:c: States Department of Interior, Bureau of Tared Management (`'Bf.11 ROis" i, (iil pipoliire deveiopnienl permit frona Garzie1d County, C:o;or-ado (the "Garfield Orally Permit"), (ii) tt surface lease for compression facilities al a site in or near Section 31, Township 91 Soutl:, Range 95 West, Mea County, Colorado (the "Hayes Mesa Compressor Stations Site. Lease"), asst (iv) certain easements in fee; provided, however, Assignor has (x) applied for, but has not received, the f3LM ROW and the Garfield County Penni', as of the Effective Date a;,:d (v) entered int() negotiations for the Bayes Mesal Compressor Station Silc Tease. Assignor zinc' Assignee acknowledge and understand .hat it shall he the sole ;find c:xclusiv"e obligation of Gatherer to accrurc the Remaining Assets; provided, however, (a) Assignor shall pyouvide ).ersor'nc'. and other resources as mai' be reasonably requested by ,Assignee ilnrl us may be r'easoi:ably available tc' assist Assignee with the transition of ownership or the Assets and the coinp:etion of construction of the Gather;rg : ,stems ani (b) if Assignor obtains the 13 LTA itOW. t... -to Garfield ('aunty Permit ardor the i-1aves Mesa Compressor Station Site Lease, then Assignor s.'i'$.1 assign t';ic same :o Assignee purxncirit to an Assit;ELnicrit, Canveylnc and Fill of gate substaa:lal:y the saline as iFis A siL'mncnt. Assier.or AO Assignee age (i) that prior to commencing omit -notion Of the Gathering Systems on real property owned by the (.'.ohotian k' :rlli'y Trust, Assignee shall first notify Assignor, (:i) to coordinate to allow a rcpre.tentative at : ssigrctst and the COialitirt k ar.:ily Trust to be present during all construction activities on property owned by ! i4 Colollas: Family :Hist, (hi) to cooperate in good faith to address any 4linl;er'lls ot'the Colohan F n:Ely Trust to the c lcnl R 1sonah'y possible, and (iv) that Assignee :hall allow a representative of Assignor to bo involved in the dir;:c;itin ,and control of constriction activities on the Colohan Family Trost propozlyto the extent reasonably possible and consistent with Assignee's tlec:e.ssity to control he methods, means and tinning related to the construction of the Gathering Systems. 6, Successors and A,signs. This Assigni5,ent shall be 3tilting upot. Assignee, its successors and sissigris and ,shall run with thy.' real property interests included :n the Assess, All references herein to Assignor and Assignee shall include their respective successor tvrld assigns: As used heroin, "including" and its variants mean "including but not liii' ited to" or "including withoi:t smil :iI.:Oil' end alipr'opriaLe v'ttntuion.' thereof. 7. Connie:. This Assignment it: subject to the terms and co:i:lit:oris of ,hat ccrtai;1 Fir.. Amended and Restated Oas (laboring A(; amen] by and between Assignor, as "Shipper," and Assignee, as "Gatherer," ertercd into as of July 2i : 2O08, but effir,itivc as of December 21;, 2006 (the "Gather'in< Agreement"). T.1x tic :vent of a conflict between this Assignment and the Gathering Ay reement, the terms and conditions of the Gathering Agreement snail cc;:trnl. Governing Law. This ASsigr.rrlent shall be governed by, couistiue.d and enforcer in accordanc i with soli: laws of the State of Colorado, without givilit, effect to principles thereof 3 RECEPTION #: 2450256, BK 4703 PG 379 07/25/200a at 02:55:10 PM, 4 OF 19. R $95.00 S $=.00 Doc Code: AEON BQS Janice Rich, Mees. County, CC CLERK AND RECORDER ��IquM�rwir■wyw�wr�� relating to conflic':s of law rules That would direct the application of the laws of another jur sdictirrt.. 9. I-urthe: lStranecS. Assignor agreosr to execute and ilcliver to Assignee all such other additional instruments, notices, transfer orders and other doctttttenzs in -sl to do all such other :and further acts and things as may be necessary to more fully and eftecti-vc!y ;-ani, se.11, assign, convey mid transfer co .A& igueu all of Assignor's right: title .and interest in and to rho Assets and to enforce the Assi ed lyVarranlies., 10. Count,aparts. This As igtrr ent may he executed in any t:nther of nrnnten)art and each of such counterparts shall together couslil.11e but one and ke rat?e A581 grtati:Qt. isi err:lure pa, , fftll;truxf 4 RECEPTION 4.: 24 0256, EX 4703 PG 375 07/25/2003 at C2:55!10 PV, 5 OF i , R $95.00 9 $1,00 Doc Cock ! A GN BO'S Janice Ri oh, Mesa County, CO CLERK ANJ) RECORDER 1N ',V]TYESS WHEREOF; Assignor Chad Assignee- have ex culed this Assi8ntnent tfCe-ell'vE as of the E- ffec1ivc1 late. %SS1( VOU, ENC:ANA O1]. & (AS (1;SA) INC., a Delaware corporation , ov I.3v: L., ''' . , . l nrrl c.: itV ,. til. g•. l'ilIC V i rS. Qres-'1- ASSIGNEE: r+.NTERP SE GAS PROCESSING, LLC, a Delaware limited company :STATE OF COLORADO jss. CITY AND COUNTY OP DPNV1R,) The e c ng insrr.:rncnt was a cknowlediNd belbr'c 1tr 111i5. 111:dzr'y of 1tE:y. 2008 by a tr.L£ ^Pf C s E1;(:: rre-, { !J s Gus ( 7A) J..'Ii`„ ;i Delaware corpo:aiion, or: l?enalt`of"said corporation.. Winless :ll;; hand and official seal. ;or-uui.ssio:1 expires:. iw rry Public ti JUDITH B. SISNEROS NOTARY PUBLIC STATE OF COLORADO sesaastaataneNtstisa- my corninis$lon Expires i 3fi7,+ 012 O:'•.;nCr;na A2g26'Grcat Dividc',Col b?a;i Var 1 ;072.1: tit DOC RECEPTION #: 2450256, EK 4703 PG 379 07/25/2008 at 112:55:10 PM, 6 OF 19, R $95.00 S $1.00 Doc Code: AZGN BOS Janice Rich, Mesa County, CO CLERK AND RECORDER STATE 01: 191 L ) ) ES. COUNTY OF a4ls_f:k Ler" ._ S17 - The. 1orc_ aiir ; instillment was acknowlodgcal before ;aye this A' day of July, 2008 b;. 7 i 1 l a e= as sr, v cc f r s,4+,1.,rt of i?nirrprise Gas Processing. LLC, F)e1aware limited liability company, un bi:lm!f of said limited liability company. Fitness my hand and at scat. My commission cxpirc.s; 13 Not ihlic. JUDITH B. SJSNERO S NOTARY PUBLIC STATE OF COLORADO My Commission Expires 0311712012 6 RECEPTION #: 2450256, BK 4703 PG 379 07/25/200k at 02:55:1D ?M; 7 OF 19, R $95.04 S $1.00 Dec Code: ASGN BOS Janice Rich, Mesa County, CO CLERK AND RECORDER R!GUTS-01+'-WAY, REAL PROPERTY RIGIITS 1,6,4' PERMIT ES(.RIBI D BE 0-7 ° ST YeA PORTIO? `OF THE FOLLOWING LNG RIGHTS—OF C(..)1VIhli1:NTS ✓ rO• CA 7 Y n aO #E y C , •r�{.rC �7-: aq 7. .n_ .-- , i2 .1.: .7,7.. - 'b - 0 s- 4 < c-- . U ^ 6 A 3 ~.. : r'- 2o. ti fn ,: ' 1) z • V a T kik 4%fi 1 -- 6P4 4 n4 • ro O r 0 0 r-1 • h`r 4 ;.dneg � C f -Ay r W . • ;14 < j °' .:G a4Z vi 4; rl r-• 71. 3 .r. n J 0 O 0 riD u n 3J y ;I RECEPTION 0: 24:0256, BK 4703 PG 379 07/2S/2068 at 012:55:10 PM, 8 OF lgr R $95.00 S $1.00 Dec Code: ASON BOS Janice Rich, Mesa County; ;O CLERK AND RECORDER z o ' r .f 9P. .... 7.7 d F. Ef ; -Al,q a .� :J __ry f.I is 0 •�2 .4.,; ticl CI < �F ..-• oR; t1•G d. ;r« _ z . ..c 1• O :T r' Ir . A. l r U ry �rfl y i N 2 Lc�+6 C7 7 RECEPTION 0: 2450256, 2K 4703 PG 379 07/2S/2008 at C2!55!10 PM, 9 0' 1.9, R $95.00 5 $1.00 Doc Code: ASGN SOS Janice Rich, Mesa County, CO CLERK AND VEC:ORDER z z f is n �f • '� h. • ' u40 4^ 1_ _ ry :y -� L, •• } ... u w 4�.7, .F'( t 'u KO!! .f v o r1-11 • 'i 1 iF a t. r,,u - *J ., t . !i{ r. t ' -: .N :;rl; tel '•rr il, v'ed _) c. v. '� r LI F-+ e: 6 f r 0 rei . V .n .1 Tj :} r: .. Lr Yi Q' .1. +.J _ :J a :•. -.r {•• I1: ,. -. ▪ -• _. 1 'j T i ,.ry w y r� Q -rJ = IrV -.. it X. '1 v 4 r ? } .0 '� % U YI -/i or — • :n G[. • CZ cp s ,: H 0-: J. re. Z. J. 1.-+ r. :r: u ▪ LP r^€ F. r•1 't • CI f i ,L 4 1N. r!: rv) w .E3 <•5 Is RECEPTION 4: 2450256, BK 4703 PG 373 07/25/2008 at 02:55;10 PM, 10 OF 19, R $95.00 S $1.00 Doc Code: ASGN BOS Janice Rich, Mesa County, CO C;:'ERK N RECORDER 7_ P 9 _ .� . "'' r.r ci T -� •, -, 0— L L-, :n . p o �� n :.;'tr, -,.-. 4 Zl +��` ` f n� pry I• O vJ _ F am` + CJ / r 'Y+ 3 .. !+ Y-. r. Ii 4 v y n SS; M _ « E 0 .3 .f L 4 r in ' 31 — iiE i :] T 11 rit .a � z ^— i v± cn cr.' - f - s re; u• a r h Ir'.-;-; , y �y U -i .s v ,r03 - • Si 4 CC In ra <i Q f 1-4 N J 76 • 'w..1 ,e, 7: '. "P. G 2. . < L ---i ,5.-', V _w t ,W ,., r ..i i-+ + Y N .. VI J •� '3 :3 :7.. r,, < f tJ [J•i .-- - .-4'. ! J o r a RECEPTION 4: 2450256, Sri 4703 PG 379 07/25/2008 at 02:55;10 )PM, 10 OF 19, P. $95.0O S $1.00 Doc Code: ASN BOS JanicQ Rich, Mesa County, CO C'IFFtK NE RECORDER -r W tt y it -. F -r a 44 • U F IP 2 1: P 'J t Ti c1 Ir. cC • U cG >a cknu: mclurn rn u • t' - Li F 7. Idcs • • M aG a "f n } F E 6 .r 1r. ^ t r k, U.7—:/ ti _ tr :i t y y a Q c r,rte+ ti N, ti' '..1 r `Vi s.:Ti, ?.. r _ RECEPTION 4: 2450256, BK 4703 PG 379 07/25/200B at 32:55:10 PLM 11 QF 19, R $95.00 S $1.00 Doc Cade : ASGN B0S Janice Rich, Masa County, CO CLERK AND RECORDER 0 O +.s w 7. 0 fi 04. "-"2 •v CC N Vs 61 :i 's3 cJ 0 ti .44 < it 1-. !'S 0 k• c F e� ` Ol � �• j ,� 1. '' 1 A Vt, fes"• � t-1 O 1C. 8.16 -11T -OF -W.4 Y 4SSJ+11'NEn x.. C'(P I V EN TS 0 0 c ,. Pet t a ill $ Pi 5.4 7 RECEPTION #: 2450256, BK 4703 PG 379 07/25/2008 at 02:55:7.0 PM, 12 OF 19, R $95.00 S .1.00 Doc Code- ASGN SOS Janice Rich, [Mesa County, CO CLERK AND RECORDER PERS! ITS FEDERAL PERMI.1S Permit No, of ; Issued By M F. P., r1 RECEPTION ■: 2450256. EK 4703 PG 395 07/25/2008 at 02;55:10 PM, 13 of 19, R $95.00 S $1.00 Doc Code: ASGN BOS J nice Ph. Mesa Cont . 00 CLERK AND RECORDER Si'ATE PERMITS Commnt. .. 4 z k m ;+4 = esti i_ • r. #ƒ a !4 rz: 0 Z. £ { -0 \ �\ \2QS %\}§�m =8QB\§I3)\3)5`/(Q(\ '^49)=9;m3;59&-§ /\wQ.&=9c o RECEPTION +: 2450256, B( 4703 PG 379 07/25/2008 at 02:8s:10 PM L4 OF :9. R $95.00 S $1,00 Doc cede: ASN DOS J 91ce Rich, Hem County, CO CLERK D RECORDER \ m r .O AL. PERMITS E © $ \ GG©2 U\ (/ 2 k= @ 1,1 0 Q_'1I#ERPERM ITS RECEPTION #: 2950 56, S1( 4703 PG 379 07 /25/2005 at 02:55:10 ?M, 15 OF 1D, R $95.00 S $1.00 Doc Code: ASON SOS Tan ce Rich, Mesa CeunIy, CC CLERK AND RECORDER ti RECEPTION #: 2450256, SK 4703 PG 379 07/25/2008 at 02!55:7.Q ._M, 15 OF 19, R $95.00 5 $1,00 Doc Code: ASGN DOS Janice Rich, Mesa Co'anty, CO CLERK AND RECORDER T. Purchase Orders xhihit 13 Contracts and Agreements - Purchase Order Number ] 081016M-01=001 I/31/08 1 08101684-01-001C/014/22i08 3 10810:034-01.001C/02 5/19108 4 08101684-( A -('H 4/22/08 5 -..0;10165 -(12-001C701 4/22/08 b 08101684•02A-001 4/22/08 fl8 t 0T i84-03-001 4.12220 Date - 08: 01684-04-00: ate. 08:01684-04-00: 9 08101684-(15-001 10 0E101684-06-001 11 0810, 684-0-F-001 12 08101684-07-00:C01 13 08101684-0,5-001 14 OS 101684-08-001C01 3 08101684-09-001 4/22/08 4/22108 4/22/08 4122/08 6.117/W 4/22/08 08 6/17.108 4122/08 16 0301684-10-00: 4./22/08 7 0810[6844; -001 18 08101684-11-001-001 h1 F9 0fE 1101/684.1? -00e1 r 5 20 r1 ouUs4-12-0 1001 21 08101684-13-001 23 88101684.14401 2'3 08.101684-15-001 24 0l 1c)I68=-15-0M.001 25 08101684-164)&1 26 OS1016841 401 '' 27 081016844 7-001C0' 29 4122108 6/17/08 4/22/08 6/17/04 4/22/08 4/22/08 4/22/08 6/17/08 4/22/08 1 4122/08 6/17/) Os 10 684-] 8-2'01 4/22/08 081016E4-19-15191 4128/08 30 08101684-20-001 4/28/08 L 31 {M101684-21-00] -,28fj8 32 08101684-22-00i X128:(18 -- 33 0810I6R4-23-001 4/22/08 34 08101684-24-001 4/22/08 35 OK 0:684-25-0M 4:22/08 36 08]q:684 26-G0; 4/2 /04 37 ' 081016x4-27-001 4/22/08 rI 38 00101684-28-001 LP 08101684-241.001 4/22)08 4/22/08 RECEPTION 4t: 2450256, ESS 4703 PG 379 07/25/2048 at ..2:S:1C pm, 17 OF 19, R $95.00 S $1.00 Oco Code: ASGN BOS Janice Rich, Mesa County, CO CLERK AND RECORDER �1(J 8101684-31-001 4:221118 41 08101684-31B-001 4/22.08 42 08101684-32-001 4./'22i08 43 081016S4-333-(11,1 4122108 44 08 1 D: 6g4- 34-001 41221t38 45 0S101684-36-001 4128.'04 16 08101{,84-37-119? 4128/08 47 0g101684 -.17-001C01 6/19/08 a 08101684-3F.-0 01 4.43 08101684-39-tl{]1 5'19,08 5C 08101684-41-001 — Not dated 51 08301654-42 O)1 5/19/0S 52 OS I(il64-43-06; 5=21;48 53 1)81016 4-1+1-()f1: 'l,''?{),+i.) 54 0810168446-001 51P.108 55 08101684-16-001C01 611'Ji�i? 5( 0810!684-4?-ri i !Fr'710'6 57 08 I t1 684-Co.ai'r yc! 5129.08 S s 0810I 654-i to nc I fin/0'6 1], Orze:' Agreements 1, Surface Access Agreement dated July 1, 2(l{)8 b: and bet u'.;n Colow •.i Coal Company, LP. and En('trna Oil & Gas (;.;SA) 2. Lease Of Prr+I;c ri , fated April 23, 2008 by .int bdw<x:rt .`or`.n and Dan itn llo�;r,c, its 1,essnr, :mu! EnCana [)i] c Grit; (USA) Inc_ .ts T.t;s3(a: 3. Letter of Author=7aric r1 dated May 1. 2008 Cron Spr ci ta' Corporation and Slot;cton Restauriarlt (:or oraticu 4_ Property Lease Agrccn,c;nt dila. d cl'tcetiv ..May 1, 2417$ by and balween Spcei2.1,:)' .Restaurants C:c}rporation .irrd Stowk.on Re,taurain Corporation, as Lessor. and Et:Cann Oil & Gas (13SA) as Le,si,ec I.e.t1er of Aut11r)riJatiini dated May 1, 2008 from S:n4ci;i11v I&o: atlrant (7.4,717utatiot: and Slclekton Restaurant Corporation (. Propel-tv Lease .Aal' rnent dated eirmtiv May 1, 2008 l`y and between tipL'c;al.y Restaurants C',t}rpotirat.on and Stockton. Restaurant Corporation, a; l.es or; and Er_Cana ()J.& (;as (t.?SA) ltic.. as Lessee 7. Sats Orde°' by and between F:ttC'r+tta Oil 84 Gas (..USA) Enc. and : rnc,ric;an Cast Iron Pipe Compa:.y, 4S ani Tided RECEPTION `: 245 255, BK 4703 PCS 379 07/25/2009 at 02:55:1.0 PM. 18 OF 19, R $95.00 S $1.30 Doc Code: ASCII BOS Janice Rich, Mesa Coun7,y, CO CLERK AND RE CORDE R 3. Schedu'.c 'A." dated July 24, 2006 by and between raCuntt Oil ; Gas ;;_SA) Inc.. and Universal Compression nic. r&ating to Application'1 121 t9(:i and Quote z0620(02til ?t attached to \f,aster Compression S rvices Agreement dated Jaitaary 1, 2006 by and zet\.;cr: EnC'ana Oil & Cris (USA) Inc. arid Universal Compression ssion int', 9. Sehedule "A" dated July 24. 200 by and bawl. rt EnCan 0i: & C;a. (USA) Inc. and Universal Compress €m f-ic. rvii:tirm to Application #11219] and Quote rfir2.0003I3R13 srlta{liccl to \lastet Compression Servicc Agreement dated January 1, 2006 by and 1),a: oen FnCana tai; & Gas (USA) Inc. and Universal Compression Inc_ 10. Work Order dated Mardi 11; 2008 by niid betwA;u EnCana Oil & Gas ([ISA) Inc. and l terran, Inc_ relating to Opportunity #80176 and Unit #312244 ,_kimched to Master Rental and Scivic:� Agreement dated Pebruary 1. 2007 by and between 1,nC,na Oil & Gas (USA) ;rrc. and Hariover Corr37tr.:$siot: Limited Par�ncrshil7 RECEPTION #; 2450256, SK 4703 PG 379 07/25/200a at 02:55:0 UM, 19 OF 19, R $95,0C $ $1,00 Doc Code: ASGN PDS JRnice Rich, Mesa County, CO '31,1.1;K A}L) RECORDER Exhibit C Equipment and Materials. 1. .21,44r f '1 of 24 UD) x (?. {,(1" .ti°ri11 APT5.L Gr. X-70 PSL 2 111-17.1M, 14 mils 1•'333 coatod, PETBW pipe p;;r EnCara Purchase Order Fi,rt,h,.r 8:: SSPD -08-1.01. �. 6-3.000 fe.:5t of 24" OD x 0.438" wall A.PISL Cif. X-70 PS1. 2 111. 1 -RW, 14 mils F13E coated, PPBW pipe per lit:.Cana Purchase Orde7 riturrt.ber L. SS:'L?A-4)S-0O2 as. attml :d• TI:e EON. coue,nsate slabEization NyAltAti itrld associated ec]i.iptr:crit. c1. r.oted on L)wg. No. 2012210-0D-01 of the Mtiznrn {'rc.c.1 Conditioning Facility. 4. 1lot Oil ILeaii.r and pump system its clenoturl 1311 Few;} '' o. 201221 O-(W-;!2t,E and Dwg. No 20]22[i)-O0-D2i (tithe Matum Creek Conditioning F'aci1ay. 5. Tfugnieeri: g and dcsi; n wOfi< products: i . Iia}' :s Mesa riot play_ deign v,rnrk 113 date 2. Piaei:ne Surveys oraligumcn'.;; 11 (as partially or tii1ly cclrnp1e ed to datc.. Stewart title of colorad° Stewart Title of Colorado, Inc. Glenwood Springs Division 1620 Grand Avenue Glenwood Springs, Colorado 81601 Phone: 970-945-5434 Fax: 970-945-1135 Date: Order Number: Buyer: Seller: Property Address: September 15, 2008 20206 Reuben Gerald Oldland and Stephanie D. Oldland Please direct all Escrow inquiries to: Please direct all Title inquiries to: Cindy Scott Phone: 970-945-5434 Email Address: cscott@stewart.com SELLER: Reuben Gerald Oldland and Stephanie D. Oldland c/o Shane McCoy Western Field Services SELLING BROKER: We Appreciate Your Business And Look Forward to Serving You in the Future. ALTA Commitment (6/17/06) ALTA Commitment Form COMMITMENT FOR TITLE INSURANCE Issued by stewart .title guaranty company Stewart Title Guaranty Company, a Texas Corporation ("Company"), for a valuable consideration, commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the Proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest in the land described or referred to in Schedule A, upon payment of the premiums and charges and compliance with the Requirements; all subject to the provisions of Schedules A and B and to the Conditions of this Commitment. This Commitment shall be effective only when the identity of the Proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A by the Company. All liability and obligation under this Commitment shall cease and terminate six months alter the Effective Date or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue the policy or policies is not the fault of the Company. The Company will provide a sample of the policy form upon request. This commitment shall not be valid or binding until countersigned by a validating officer or authorized signatory. :IN WITNESS WHEREOF, Stewart Title Guaranty Company has caused its corporate name and seal to be hereunto affixed by its duly authorized officers on the date shown in Schedule A. Countersigned: Informational Commitment Only Stewart Title of Colorado, Inc. Glenwood Springs Division 1620 Grand Avenue Glenwood Springs, Colorado 81601 Phone: 970-945-5434 Fax: 970-945-1135 Order Number. 20206 Stewart titre guaranty company Senior Chairman of e Board Chairman atthe Board qPbeiieeN, President ALFA Commitment (6/17/06) COMMITMENT FOR TITLE INSURANCE SCHEDULE A 1. Effective Date: August 24, 2008, at 7:30 A.M. 2. Policy or Policies To Be Issued: (a) A.L.T.A. Owner's (b) A.L.T.A. Loan Order Number: 20206 Amount of Insurance 3. The estate or interest in the land described or referred to in this Commitment and covered herein is: Fee Simple 4. Title to the referenced estate or interest in said land is at the effective date hereof vested in: Reuben Gerald Oldland and Stephanie D. Oldland S. The land referred to in this Commitment is described as follows: Township 5 South Range 96 West of the 6th P.M. SE 1/4 NE1/4, NE1/4 SEI/4, Section 7; N1/2, NWI/4 SW1/4, Section 18; County of Garfield State of Colorado Order Number: 20206 ALTA Commitment (6/17/06)— Schedule A Page 1 of 1 Statement of Charges: These charges are due and payable before a Policy can be issued: Informational Commitment $ tee company ` COMMITMENT FOR TITLE INSURANCE SCHEDULE B -- Section 1 REQUIREMENTS Order Number: 20206 The following are the requirements to be complied with: 1. Payment to or for the account of the grantor(s) or mortgagor(s) of the full consideration for the estate or interest to be insured. 2. Proper instrument(s) creating the estate or interest to be insured must be executed and duly filed for record. 3. Informational Commitment only Order Number: 20206 ALTA Commitment (6/17/06) — Schedule B li Page 1 or 1 E__tewart title guaranty company COMMITMENT FOR TITLE INSURANCE SCHEDULE B — Section 2 EXCEPTIONS Order Number: 20206 The policy or policies to be issued will contain exceptions to the following unless the same are disposed of to the satisfaction of the Company: I. Rights or claims of parties in possession, not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title that would be disclosed by an accurate and complete land survey of the Land and not shown by the public records. 4. Any lien, or right to a lien, for services, Iabor or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing the public records or attaching subsequent to the effective date hereof, but prior to the date ' the proposed insured acquires of record for value the estate or interest or mortgage thereon covered by this commitment. 6. Unpatented mining claims, reservations or exceptions in patents, or in acts authorizing the issuance thereof. 7. Water rights, claims or title to water. 8. All taxes for 2008 and subsequent years, which are a lien not yet payable. 9. Reservations and exceptions in the patent recorded at Reception No. 80506. 10. Reservations and exceptions in the patent recorded at Reception No. 111392. 11. Reservations and exceptions in the patent recorded at Reception No. 125519. 12. Location Certificate recorded April 8, 1918 at Reception No. 61678, any and all assignments thereto. 13. Reservations recorded in instrument recorded November 5, 1958 at Reception No. 203348. 14. Reservation of an easement recorded in instrument recorded February 2, 1981 at Reception No. 311599. Order Number. 20206 ALTA Commitment (6/17/06) — Schedule B 2 Page 1 of 2 Stewar title guaranty company I r 15. Pipeline right-of-way Agreement recorded August 11, 2006 at Reception No. 704222. 16. Any and all oil, gas and mineral leases of record. 17. Lack of a right of access to and from the land. 18. Any and all Leases and or tenancies. Order Number: 20206 ALTA Commitment (6/17/06) — Schedule B 2 Page 2 ot2 Estewart title guaranty company DISCLOSURES Order Number: 20206 Note: Pursuant to C.R.S. 10-11-122, notice is hereby given that: A. The subject real property may be located in a special taxing district; B. A certificate of taxes due Iisting each taxing jurisdiction shall be obtained from the county treasurer or the county treasurer's authorized agent; C. Information regarding special districts and the boundaries of such districts may be obtained from the board of county commissioners, the county clerk and recorder, or the county assessor. Note: Colorado Division of Insurance Regulations 3-5-1, Subparagraph (7) (E) requires that "Every title entity shall be responsible for all matters which appear of record prior to the time of recording whenever the title entity conducts the closing and is responsible for recording or filing of Iegal documents resulting from the transaction which was closed." Provided that Stewart Title of Colorado, Inc. conducts the closing of the insured transaction and is responsible for recording the legal documents from the transaction, exception number 5 will not appear on the Owner's Title Policy and the Lender's Title Policy when issued. Note: Affirmative Mechanic's Lien Protection for the Owner may be available (typically by deletion of Exception No. 4 of Schedule 13, Section 2 of the Commitment from the Owner's Policy to be issued) upon compliance with the following conditions: A. The land described in Schedule A of this commitment must be a single-family residence, which includes a condominium or townhouse unit. B. No labor or materials have been furnished by mechanics or materialmen for purposes of construction on the land described in Schedule A of this Commitment within the past 6 months. C. The Company must receive an appropriate affidavit indemnifying the Company against unfilled mechanic's and Materiahnen's Liens. D. The Company must receive payment of the appropriate premium E. If there has been construction, improvements or major repairs undertaken on the property to be purchased, within six months prior to the Date of the Commitment, the requirements to obtain coverage for unrecorded liens will include: disclosure of certain construction information; financial information as to the seller, the builder and/or the contractor; payment of the appropriate premium; fully executed Indemnity agreements satisfactory to the company; and, any additional requirements as may be necessary after an examination of the aforesaid information by the Company. No coverage will be given under any circumstances for labor or material for which the insured has contracted for or agreed to pay. Note: Pursuant to C.R.S. 10-11-123, notice is hereby given: A. That there is recorded evidence that a mineral estate has been severed, leased or otherwise conveyed from the surface estate and that there is a substantial likelihood that a third party holds some or all interest in oil, gas, other minerals, or geothermal energy in the property; and B. That such mineral estate may include the right to enter and use the property without the surface owner's permission. This notice applies to owner's policy commitments containing a mineral severance instrument exception, or exceptions, in Schedule B, Section 2. NOTHING HEREIN CONTAINED WILL BE DEEMED TO OBLIGATE THE COMPANY TO PROVIDE ANY OF THE COVERAGES REFERRED TO HEREIN UNLESS THE ABOVE CONDITIONS ARE FULLY SATISFIED, Order Number: 20206 Disclosures Stewart Title Guaranty Company Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm -Leach -Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Stewart Title Guaranty Company . We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non-financial companies such as envelope staffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Stewart Title of Colorado, Inc. Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm -Leach -Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Stewart Title of Colorado, Inc. We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Stewart Title of Colorado, Inc. DISCLOSURE The title company, Stewart Title of Colorado, Inc. - in its capacity as escrow agent, has been authorized to receive funds and disburse them when all funds received are either: (a) available for immediate withdrawal as a matter of right from the financial institution in which the funds are deposited, or (b) are available for immediate withdrawal as a consequence of an agreement of a financial institution in which the funds are to be deposited or a financial institution upon which the funds are to be drawn. The title company is disclosing to you that the financial institution may provide the title company with computer accounting or auditing services, or other bank services, either directly or through a separate entity which may or may not be affiliated with the title company. This separate entity may charge the financial institution reasonable and proper compensation for these services and retain any profits there from. The title company may also receive benefits from the financial institution in the form of advantageous interest rates on loan, sometimes referred to as preferred rate loan programs, relating to loans the title company has with the financial institution, The title company shall not be liable for any interest or other charges on the earnest money and shall be under no duty to invest or reinvest funds held by it at any time. In the event that the parties to this transaction have agreed to have interest on earnest money deposit transferred to a fund established for the purpose of providing affordable housing to Colorado residents, then the earnest money shall remain in an account designated for such purpose, and the interest money shall be delivered to the title company at closing. LI CONDITIONS 1, The term mortgage, when used herein, shall include deed of trust, trust deed, or other security instrument. 2. If the proposed Insured has or acquired actual knowledge of any defect, lien, encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall be relieved from liability for any loss or damage resulting from any act of reliance hereon to the extent the Company is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclose such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liability previously incurred pursuant to paragraph 3 of these Conditions and Stipulations. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and such parties included under the definition of Insured in the form of policy or policies committed for and only for actual loss incurred in reliance hereon in undertaking in good faith (a) to comply with the requirements hereof, or (b) to eliminate exceptions shown in Schedule B, or (c) to acquire or create the estate or interest or mortgage thereon covered by this Commitment, In no event shall such liability exceed the amount stated in Schedule A for the policy or policies committed for and such liability is subject to the insuring provisions and Conditions and Stipulations and the Exclusions from Coverage of the form of policy or policies committed for in favor of the proposed Insured which are hereby incorporated by reference and are made a part of this Commitment except as expressly modified herein. 4. This Commitment is a contract to issue one or more title insurance policies and is not an abstract of title or a report of the condition of title. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the provisions of this Commitment. 5. The policy to be issued contains an arbitration clause. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. You may review a copy of the arbitration rules at http://www.alta.org. stewart title guaranty company All notices required to be given the Company and any statement in writing required to be furnished the Company shalt be addressed to it at P.O. Box 2029, Houston, Texas 77252. 106 60 06' Patent. 5-19-22. United States of America To James Harvey Sprague. Convey Lote 1, 2 and .3 and SiNE}, and NE4SE4- Section 7, Tp.5 s.R.96 W.6th P.M., containing 277.,4 acres. Excepting and reserving to United States all oil and gas and all shale or other rock valuable as a,source of petroleum and nitrogem in lands so patented and to it and persons authorized by it the right to prospect for, mine and remove same. Filed for record October 11,1922 at 4:15 o'clock P.M. in Book 112 page 381. 80507-80508 O.Ms. 80509 Patent. 10-5-22. United States of America To Renwick P. Ralston. Patent No. 882341, G.S. 021636. Conveys J.B.M. No.3 claim comprising Lote 10, 12; 13 and 14 in Seo.4, Tp.6 S.R.96 W.; J.B.M. No.4 Claim comprising Lote 1, 2 and 3 Beo.9, Tp.6 S.R.96 J.B.M. Ne.5 Claim comprising Lots 5, 6 and 7 Sec.9, Tp.6 B.R.96 W.; S B.M. No.6 Claim comprising E}NWe, and Lots 1 and 2 Sec.10, Tp.6'3.R/96 8., containing 545.45 acres. Restricted to ito exterior limits to the boundaries of said mining claims and to any. veins Or lodee If quartz, or other rock bearing gold, silver, cinnabar, lead, tin, copper, which may have been discovered, subsequent to and which were not known to exis on Dec.16,1921. Filed for record October 12,1922 at 9:06 o'clock A.M. in Book 134 page 561. 80510 Release Deed Of Trust. 10-12-22. Public Trustee To. John N. Carr. Ack. on S.D. before Carl Z.Buckles, Deputy County Clerk, Garfield County, Colorado. Releases the truet deed recorded in Book 92 at page 419 ae Doc.#59488 and reconveys the propert_ therein deaesibed. Filed :for record October 12,1922 at 11:10 o'clock A.M. in Book 135 page 1/7. 80511 Release Deed Of Trust. 10.12-22. Public Trustee To W.N.Trimble. Ack: on S.D. before Carl Z.Bucklee,.Deputy County Clerk, Garfield County, Colorado. Releases the trust deed recorded in Book 114 at page 40 ae Doo.#75798 and reconveye the propert therein described. Filed for record October 12,1922 at 11:12 o'clook A.M. in Book 135 page 118. 80512:' Warranty Deed. 9-30-22. W.N.Trimble To 2....Trimble. Ack. on S.D. before L.Cecil Summers, N.P. Eagle County, Colorado. Cons.e3600. `4.D0_.I.R.S.Ganceled. Conveys an undivided 1/2 interest in NNE+; SEwNE4 and Lot 1 all in Seotion 6, in 4.7 3.0.87 W.5th P.M., containing 131.54 acres, also Lote 13 and 14 in^Section 5, Lot 11 in Section 4, all in Tp.7 8.0.87 W.6th.P.Af., together with a like interest in allditch:e and water rights owned by first party and used in connection with and for the irrigati of all of said lands.. Filed for record.October 12,1922 at 11:14 o'clock A.M. in Rook 125 page 506. 60513 Deed Of Trust. 10-10-22. W.B.Trimble and P.A.Trimble To Public Trustee., Ack. on S.D. before Clinton P.Rice, N.P. Garfield Cuunty,Colo. Oons.$3500.00 Conveys the N}NEw and 9E4NE- and Lot 1 all in Section 6, To.7 9.R.87 W.6th P.M.,containing 131.54 acres, together with Eureka .Ditch and water rights belonging thereto, the Lewis Ditch, and water right belonging thereto, also all other ditch and water rights used in cons nection with and for irrigation of said land, there in also hereby conveyed Lote 13 an 14 i0 Section 5, Lot 11 in Section 4, all in To.7 S.R.87 w.6th P.M. together .with H.C.L.Ditch and water right, and all other ditch and water rights owned by first parti:s, used in connection with and for irrigation of said lands. In trust to secure Grantor's four notes payable to the order of Edward !.Taylor for $1,000. Etta T.Taylor for 41,000. Charles W.Taylor for 41,000. Jane Taylor for 3500. payable after one year, and on or before 5 years for the aggregate sum of 33,500. each of Raid notes and interest thereon at 8% per annum, payable annually, and principal and interest payable at Citizens National Bank of Glenwood Springs, Colorado. Filed for record Ootober 12,1922 at 11:16 o'clock A.M. in Book 114 page 217. 60514 Warranty -Deed. 8-4-22. Hannah Neilsen To W.G.Cope. Ack. on 6-15-22 before Frank A.Willey, N.P. Fresno County, California. Cons.41.00 500 I.R.B.Can. Conveys wOROE4 Section 31, Tp.6 S.R.94 W.Gth P.M.,containing 20 acres, more or lese and en undivided 1/2 interest in and to 2.9 cu.ft. of water per min. of time in original construction of Camp Bird Ditch and a proportionate interest in said ditch. Said hain4 a 1/2 ini:areat in water richt heretofore oonveved to James 111391 (CONTINUED) that part thereof occupied .by the County Road ee now construoted and in place and that part,therecf heretofore conveyed to James Doyle, containing five and a fraction agree situate in the Northeast corner of said lands. In trust to secure note, bearing even date, payable to V.F. Gardner, on or before November 'F, 1935, for the principal sum of $1000.00, with interest thereon at dap per annum, payable semi -.annually. Filed far record november /, 1931, at 9;35 o'clock A.M., in Book 151 Page 562.'' 1}-3_9.g_ Patent. (-1b-31. United States of America to James H. Sprague. Signed by the Pres ent and General Land Office Seal Affixed. Conveys: Lot 4, of Section (, and the Lots one, two and three of Section 18, tp. j S.R: 96 W., and the East 1/2 of the SKS, of Section 12,,and the ar of the NEe of Seotion 13, Tp.,5,. 8.R. 9I W.6th p.m., .Colorado containing 36( aoree,,and 52/100 of an acre. Excepting and reserving, however, to the United States, a:1 the coal and other minerals in the lande so entered and patented, together with the right to prospect for, mine and remove the same pursuant to the provie and limitations of tne Act of December z9, 1916 (39 Stat.862). Filed for record ,N vember 7, 1931, at 9:37 o'clock A.M., in Book 172 page 530 111393 0. Mortgage 111394 Warranty Deed. 11-3..31. Anna Jolley to H.S. Henriokeon. Ack. on S.D., before Jamas B. Tarro, Notary Public, Garfield Oounty, Colorado. Consideration $1(5.00. Conveya: The &outs 100 feet of Lot 11, in Block 16, in the town of New Cantle, Colorado together with all improvements thereon. - Filed for record llovemoes (, 1931, at 11:10 o'clock A.M., in Hook 171 page 448. 111395 Deed of Trust. 10-22-31. Jean Coleman,and Julia Coleman. to Puolic Trustee, ck. on S.D. before JaMee.B. Tarro, Notary public, Garfield County, Colorado. Consider- ation $100.00. Conveys: Lots 8 and 9, in Block "N", in the town of New Castle, Colored In trust to secure Grantor's note, payable to H.S. 0enriokoon, on.or before three years after date, for the principal sum of $100.00, with interest at 7% per annum, interest payable annually. Filed for reoord November 7, 1931, at 11:12 o'clock A.M., in Book 151 page 563. P464 ,v q1- 93f 111396 Certificate of Discharge of Tax Lien under Internal Revenue Lawe.,i united States Internal Revenue Dietriot, of Colorado, F.W+ Howbert, Collector, to Florence Tanksley. Ack. on-S.D., by F.W. Howbert, before Lorene T. Davoren, Notary Public, City and County of Denver, Colorado. Certifies that the taxes below'ehumbereted, heretofore assessed against theaebove named person, have been paid in full, together with all penalties, Coots, and interests, and that the lien for such taxes, penalties, etc., created by Section 3186, of the Revised Statutee of the united States, as amended by Act March 4, 1913 (37 Stat. 1016) the Act of February 26, 1925 (43 Stat. 494) and Section 613 Act of May 29, 1928 (45 stat.875) sae therey been discharged in full. Name: Florence Tanksiey. Residence, Glenwood Springs, Colorado. Nature of tax. Illicit Distiller and Retail Liquor dealer in violation of Section 35, A.P.A. (3244-1001) of the 'United States internal Revenue Laws and 2 gallons spirits dr $6.40, gallon. Taxable period four months ended June 30, 1921. Amount of'tax assessed and paid: Double tax $1375.61, plus Penalties $1837.551; $3213.12. Signed F.W. Howbert, Collector. Filed for record November 7, 1931, at 11:30 o'clock A.M., in Book 1$4 page 239. 111397-111398-111399 0. a'ortgages 111400 Bond 111401 Receipt for Inheritance Tax. 11-4-31. Treasurer State of Colorado. to Mary Rohner, of the estate of Henry Rohwer, deceased. Amount $5.00: Acknowledges receipt - in full for inheritance tax and fees due the State of Colorado, from said estate. Date of death of decedent July 19, 1931, Cross valu1of property $16,740.00, Deductions $6000.00. Net $12,740.00. Deaor'iptlon of property: An undivided 1/2 interest in and to the following real estate, ditch and water rights. The B SW,N4and W-}W2BE*, all in,Section 30, and West 125,5 feet ibfthe NW.,HEi, and all of the le0Wi, except 2 acres in N.N. oorner thereof, in Section 31, Tp. 5, S.R. 90 W.6th p.M., together with an un- divided 1/3 intereet in -and to the Red Rock Ditch and water rights connected herewith. Subject to ail easements of a public nature, priority of miter sight is claimed by the nnA mot., rSmhte in chi- Aitnh. hinnotnflyrn nn1A to Chea. T. Rnhert, ons • ,. 125518 Warranty Deed. Dated 3-5-24. Chas. D. Gump To lunr;aret Yule. .tol:. S.D. before Charles 3. 'Taylor, te,P. Garfield County, Colorado. ConsiderationJ1.00. COnveys; The 3 S':,'^; the TI1t'.-13! and Str.1•32 , except seven acres of said S+:Na: sold for Reservoir site, all in Sec. 3, Tn.7 S.B. 92 W.6tla P.#., also eight shared of Divide Creak High Line Ditch Company Stock. Certifioate No. 103. Except a certain. Trust Deed pnysble to the order o1 fobt. E. Boulton for :7800, which second party agrees and sesunns to nay. Filed for record Ootober 23, 1930 at 2:44 P..:. in Dook 179 at Page 615. 1255.19 United :Autos =stent. Dated 4-28_22. United 3tete: of America To Clarence William Anderson.' Grants the 17.YP of Sec. 17 end the 1'•:: of Sec. 18, in Tp. 5 3.e. 96 ',1.eth F.L., containing 320 acres. ::ceetine and reserving also to the United States all the oil and ges snd ell ehele or other rock valuable as a source of petroleum and nitrogen in the lands so patented, .nd to it, or persons authorized by it, the right to prospect for, rine and ror::ove ouch deposits from the sane tr:on compliance with the conditions and subject to the provisions and limitations of the Act. of July 17, 1914'. (38 3tat 509). Certified to as r, true con;- on Aug. 14, 1956 by 3vel:en 3. Adams, !ecordex. .ailed for record October 23, 1950 at 3:30 '..I.. in Dool: 172 at _age 58. 125520 C.E. 1225521 Warranty Deed. Dated 9_18-136. Tames H. :.ustin, of lichr.'.ond, California and Dilly .3 :Austin; Susie Bussell and Charles C. :..astir. To achsrd 1!. Estes and Gree Setes. Aek. 3.B. before John I. Buckles,r.. Serfield County, Colorado. Consideration ,;1.00. 0..50 rev. }o1.. 9-23-36 by Jamas 3. eustin before .,lyes 2. 3obenson, 1:.1 . Contra Costa County, Calif. ;ick:. 15-8-36 by Dilly 3. Austin before 8..t.i„c Levitt, 3.s. annoci: Count„ Idaho. Convoys: Lots 29, 30 and 31 in 'Block 3, of Laxfieid _addition to the Town of eif1e, Colorado, and all ditch and rater rip pts appertaining to said premises. Filed for record October 24, 1930 at 9:40 A.E. in nook 104 et Tape 521. 125522 Deed of Trust. Dated 10-14_36. 2ichard � 1 Mates :and Grace C. Sates To Yublic "trustee of Garfield County, Colorado. Ack. 10-19-36 before John 1. Suckles, N.P. Garfield County, Colorado. Consideration 0.100.00. Conveys: 411 of Lots 29, 3C and 31 in Dlook 5 of Fiaxfield Addition to the etre of .2ifle, Colorado, and all ditch and water rights.anperteining to said described lots. In trust to secure Grantor's note, bearing even data herewith, payable tc the order of The Palisades ',National D:ani: of Falisade, Colorado., for the principal sum of .1100.00, with interest ,et 5;0 per annum, and payable as follows, namely: in month:; install._vnts of .c11.87 co.rliencine un the first day of Decor:bar 1936_ end on the first day of Bach month thereafter until, the principal and ieterc-st aro fully'peid, except that tl,o final payment o: principal and interest, if not sooner paid, shall be due and •eyhble on :ove::ber 1, 1946. '2o other with certain payeonta ca provided in the meed of '_rout i; this Deed of ','rust' and the note oeourad 1-.eeeby ere °r,sered under the provisions of the ::ationel Houeine .tct. Filed for record Ootober 24, 1356 at 9:42 o'clock ...L”. in ;Rook 1135 Pa_;a 115. 125523 125 524 125525 125520 C.E. 125527 'erranty Deed. Dated 10_16-56. Edmund : ^.:Gla to Charlotte kendricks. _c -E. 10_17_36 before Herbert Gordon, 1i.?. alp 13lekeo County, Colorado. Consideration ,10.00. Convoys the '}3req 3:+ir= and " of Sec. 29 'ief' the s,'''' the and the i_$>.3_i> of Soc. 34 �xn.5 .i.,. 92 '.'.6th i :? Botha: l .t.., cont:=._n_n<• :, L acme, ta=pati'_.;• with all imerovoments situate a onlor pertain!n; y ' t!=c.Lcie above described and to'-- tocrether with any and all ditches, :_ioritiee end ditcl: sand ,rater rights perteir,in or used upon the lands above deacriccd, ir,01uui__:; :_-:rticnIOLI;, but not excluel,e'_y, 3500 eheree of the capital stock of the 1:eee lords :.and 0n4 Ca::al Cotteany, a Colorado corporation. Filed for record 6ctober 26, 1930 et 0:02 in 'nook 179 at i'e3e 613. 125528 125529 125530 C.M. 125531 delease Deed of Trust. Dated 10-20-55, Public Trustee to Henry C. Jolley. .tick. 5.7. before Glenn B. I'elm ._. Gerfiele Gount, 0o1 rad0. .!o1eases the Deed of Trust .^',ted ?eb. 7, 1935 and ': recorded in D:o3 196 et Farre 51 es Doc4119610 end .econveye the mired r.ro-e:•ty as therein described. -uset 3i.;ned by i1ll.y C'_rter. Filed for record October 26, 19:16 at 10:04 A.E. in hook 134 .^.t Page 3013. • 616675 Location Certificate. French io. 10 p.m.c. by 1.0.Thurmond, Coral Thurmond, 4 $arEIson, C.5.Taylor, F.N.Juhan, Elisabeth Juhan, James E..Ford, M.M. Ford. Date of location 4-5-18, Date of Certificate 4.8-18. Cla1!es by right of discovery and loc- ation the French No. 10 p.m.c. being the .1}Si Sec. 19 Tp.5 S.R.96 W.6th P.M. `Filed for record April B, 1918 at 1:11 o'clock P.M. in Book 115 at pace 506. 61676 Location Certificate. French No. 11 p.m.c. by cane parties as in Doc461675. amine date of location and oertificate. Claims by right of discovery and location the French No. 11 p.m.c. being the S?rNN Sec. 19 Tp.5 8.8.96 0.6t5 P.M. Filed for record April 8, 1918 at 1:12 o'clock P.5. in Book 115 at page 507. 61677 Location Certifioate: French So. 14'p.m'.c. by same parties as 1n Doc.#61675. Same date of looation ane certificate. Claims by right of discovery and location the French So, l2 p.m.C. being the Na_ k Sec. 19 Tp.5 S.R.96 W.6th P.N. Filed for record April 8, 1918 at 1:13 o'clock P.M. in Book 115 at page 507. 61678 Location Certificate. French No. 13 p.m.c. by cone parties as in Doe.161675.. oa date of location and certificate. C1ai: s 'o;' right of discover;: and location the French No. 15 p.m.a. being the S*S4 Sec. 18 Tp.5 S.R.96 W.6th P oiled for record April 8, 1918 at 1:14 o'clock P.:7. in Book 115 at page 508. 61679 Location Certificate. French No. 14 p.m.c. by same ;parties as in 1)oo.a'61675. Dame datc of lonatithn and certificate. Claims oy ri,:.tht of discovery and location the French No. 14 p.m,0. being the SiSi. Sea. 18 Tp.5 0.8.96 :'.6th P.N. Filed for record April 8, 1918 at 1:15 o'clock P.M. in Look 115 at page 508. 61680 Location Certificate. French No. 15 p.m.c. .by same parties as in Doc1 61675. S me date of location and oertificate. Claims by richt of discovery and location the French No. 15 p.m.c. being the 201 Sec. 18 Tp.5 2.8.96 W.6th P.M. Filed for record April B, 1918 at 1:16 o'clock P.M. in Book 115 at page 509. 61681 Location Certificate. French No. 16 p.m.c. by same parties as in Doc.#61675. aM-aate of location and certificate. Claims by right of discovery and location the Frenoh No, 16 p.m.a. being the NirNi Sen. 18' Tp.5 3.8.98 W.6th P.M. Filed for record April 8, 1918 at 1:17 o'clock P.M. in Book 115 at page 509. 61682 Location Certifioate. French No. 17 p.m.c. by same parties as in D00.461675. adate of location and oertificate. Claus by right of discovery and Location the French No. 17 p.m.e. being the S Sea. 7 2p.5 '.R.96 W.6th P.M. Filed for record April 8, 1918 at 1:18 o'clock P.H. in Book 115 at page 510. 61683 Location Certificate. French No. 18 p.m.e. by same parties as in poo.a61675. WET -date of location and certificate. Claims by right of discovery and location the French No. 18 p.m.c. being the Mi -Si Sec. 7 Tp.5 S.8.96 W.6th P.M. Filed for record April 8, 1918 at 1:19 o'clock P.M. in Book 115 at page 510. 61684 Location oertificate. Frenoh No. 19 p.m.e. by same parties as in Doc.f61675. WHET -date of location and certificate. Claims by right of discovery and looation the French iro. 19 p.m.c. being the S$i4 Sec. 7 Tp.5 0.8.96 W.6th P.H. Filed for record April B, 1918 at 1:20 o'clock P.M. in Book 115 at page 511. 61685 Location Certificate. French No. 20 p.m.c. by same parties as in Doo.f61675. a5r me date of location and certificate. Claims by right of discovery and location the French No. 20 p.m.e. being the NiTh- Sea. 7 Tp.5 5.8,96 W.6th P.M. Filed for reoord April 8, 1918 at 1:21 o'olock P.M. in Book 115 at page 511. 61686 Location Certificate. French No. 21 p.m.c. by same parties as in Doo.'f61675. iii. date.of location and certificate. Claims by right of discovery and location the French No. 21 p.m.o. being the SSS* Sec. 6 Tp.5 S.R.96 W.6th P.M. Filed for.reaord April 8, 1918 at 1:22 o'clock P.M. in Book 115 at page 512. 61687 Location Certificate. French No. 22 p.m.c. by same parties as in Do04E61675. =date of location and certificate'. Claims by right of discovery and location the French No. 22 p.m.o. being the Th S4 Sec. 6 Tp.5 S.R.96 W.6th P.M. Filed for record April 8, 1518 at 1:23 o'clock P.M. in Book 115 at page 512. 61688 Loaatien Certificate, French No. 23 p.m.c. by same parties as in Doc.#61675. WET -date of location and certificate. Claims by right of discovery and location the Page 226 Pecord ri ... ..!. .' ..ocok.P....M[tv51 958 ........... . 312 I 20334$ Chas...5........_eega..............rterordrr. _.. Reception tJo......_.................... ...................._..... ... ., THIS DEED, Made this ;'.17 1 day of C�.r cr" 4' our Lord one thousand nine hundred and fifty-eight , between (INION OIL COMPANY OF CALII'ORNIA in lire > rer r.f California, a corporation dnly organised and existing under and by virtue of the laws of the State of>; aid Id lire first part, and GERALD OLDLAND and WALTER OLDLAND of the County of Garfield and Strata of Colorado, of the sewed purl, 11'IT1 2SBEsTH, That the said party of the first part, for and in eonsideretiaa of the alt of Ten Dollars, and other good and valuable consideration, N iKEl f,1RSX to the said party of the first part in hand paid by the said parties of the second part, the receipt whored is hereby confessed and acknowledged, hath remised, released, sold, conveyed and QUIT C1,AJME,U, and by these presents doth remise, release, sell, convey and QUIT CLAIM unto the said parties of fbo second part, theirheirs and assigns forever, all the right, title, interest, claim and demand which lir said Party of the first part hath in and to the following described real property situate, lying and being in the Connty of Garfield • and State of Colorado, to -wit : Township 4 South, Section 22: Section 23: Section 26; Section 33; Township 5 South, . Section 17: Section 18: Section 7; Range 96 West, 6th P. M. EaNEI W+NW SW+, SINW+ Virg, NW;NE4 Range 96 West, 6th P.M. NWI NE+, Lots 1, 2 and 3 lots 1, 2, 3 and 4, and NESE+. SINEa Reserving, however, to the grantor and its successors in interest, all placer mining claims upon said lands, or any of them, and all oil, gas and minerals of whatever nature, it being the intention hereof, to reconvey to °`i8 the grantees herein, the identical right, title, interest and estate in and to c.said lands, conveyed to the grantcr herein by deed from the grantees herein, 5 adatsd May 4, 1953, and recorded in Book 271 at page 347 of the records of the office of the County Clerk and Recorder of Garfield County, Colorado, "being the identical right, title, interest and estate in and to said lands• granted by Agricultural Patents from the United States of America. Ne- In.in O1ni CLAIaI DEED.+-tkyonaw Pare 2.-7b. a.4to4y_apelawn p4, naawma Y Lil PM.* IBM Bhvl a4 Dn>c • BoJk 3. Page 22 1I1 IL\I "ir 'OE I Iq il,l) all .0:11 angular the Upioniennotes and privi- I, ' .. I bermini.• beholfir.v. 1.11 MN -Immo kipperIpinjr1.4, and ail the .kslaie, right. title, interest Lod Ili, ,iiil r.1 1 Iir illier 1.11 luw or equity, Lo iolly proper 1.r4 !he No id pnel .4 Um 1purl.LiCii 'heirs mid anuigriu fortiver. ITN VSS V imply th, firm. ih.a. hob eariporata noulc to he Iterennl., I.y 1,11.11111. I. beruunto ;Affixed, ilLtte,41-40 by as 1h. d.), 111,0 Attesit/M, r I fr. Sqc.rel•ry. 411/!.(Zere'>z/ ce Pr"`I'L CALIFORNIA ,.Cossiy of .Loa...A.rig elaa STATP; COR. Thfor.g.h., instrument was acknowledged before mo this 23rd Jay of October 1950 , by Dudley Tower R. F. Iliven UNION OIL COIIPANY OF CALIFORNIA Pfy notarial commission el<flireS. Witness my hand and official seal. Vine PLCSIdCrIt and Sectclary of a corporation. ' tiota $1211 ol-Gairall LyLsp-sec .I..kp.24 1959 Recorded at_.1 -"52 cler Haccptioa k SEB 2 1391 neK 51 PeC,bf3(� No 1 4__ RECORDER '8 STAMP .I THISDEED, Madelhis 30th days! January REUBEN OLDLAND, NORMA OLDLAND between of the County of Colorado, of the first part, and Rio Blanco .19 81 and state of '71-;f: r n REUBEN GERALD OLDLAND and STEPHANIE b. OLDLAND /7047 whose Legal address is P cenace Creek, Rifle .1 of the County of Rio Blanco and stale of Colorado, of the arcand part. WITNE3SETH•That the said part lest the fent part, for and in consideration of the son, of I ONE DOLLAR AND OTHER VALUABLE CO?iSIDERATIOijS le the said part 9. ea the first pectin hood paid bythe said R�l,ANS, part its oldie second part, the receipt whereof is hereby confessed and acknowledged. hweremised, released, sold, conveyed and QUIT CLA I KED. and by these 1 presents do remise, release,aelf, convey and QUIT CLAI P4 unto the said parie6af the second part heirs, successors and assigns, forever, thei r ever, all the right, title. interest, claim and demand which the said part of the first part ha in and to the following described lot or parcel of land situate, lyIng and being in the et County Gar Eioldand state of Colorado, to wit T. 5 S., R. 96 W. of the 6th P.M. Section 71 S>'fNE;, NEIASELI, and Lots 1, 2 , 3 and 4 Lection 17: Nulty Section 18: NIA and Lots 1, 2 and 3 together with all improvements thereon and together with all ditch and water rights used upon or appurtenant thereto. Reserving unto Grantors, their heirs, personal representatives and assigns, an easement on the existing roadway through said property. This is a correction quit claim deed tc correct and clarify deeds recorded in Book 520, Page 998 and in Book 562, Pago 98, Office of the Garfield County Clerk and. Recorder. also known es street and namher TO HAVE AND TO HOLD the same, together with all and singular the appurtenances and privileges there onto belonging In g or in anywise !hereunto appertaining, and all the estate, right. title, interest and claim whatsoever, of the said partle®f the f al part, either in law or equity, to the only properuse. benefit and behoof ofthe said part1ee the secondpart,theihEirs and assigns(erever. IN WITNESS WHEREOF;The said par[iegt the first part ha dsereu oto set and seal g the day and year first above written, the7t' d -, Signed, Sealed and Delivered in the Presence of 87 A 4( "=fSEALJ t,•""'"' (SEA Lf e• jar: A it& .p�AR Z6TEOFCOLOP Do. �aa [SEAL) Ry Ji CoantyofGARFIELD I: [ 03 R ( �I fPrOeFging instrument wssacknawledged be(ore me this 30th daY of li r . C>.31.b L�'bgeuben O1rllsr,.a arid al____ _. _. _ January IS OF Oily expires July 22, .1981Witness my hand sod official seal. 7Notary debut No. 933.arnCLAIM nxeu. -Cnerrieat 011:0t,.nfoW FahI,shi,.[Cr_ lxxt,ex,oul5ne.I, o,nwo Cella ,a,aa0111-eve :15 AIN 111!111111111111 0111111 III III II 111 11111 ILII 1111 704222 08/12/2005 02:30P 61831 P321 11 RLSDORF 1 of 16 R 81.00 0 0.00 GARFIELD COUNTY CO PIPELINE RIGHT-OF-WAY AGREEMENT THIS PIPELINE RIGHT-OF-WAY AGREEMENT ("Agreement") is effective the 201h day of )une, 2006, between Reuben G. Oldland and Stephanie D. Oldland, husband and wife, Eva Christine Uphoff and Timothy lames Uphoff, wife and husband, Oldland Brothers, Inc., and Oldland & Uphoff, LLC, a Colorado limited liability company, all of 14667 RBC 5, Rifle, Colorado 81650 (together, "Grantor"), and EnCana Oil & Gas (USA) Inc., a Delaware Corporation whose address is 370 17th Street, Suite 1700, Denver, Colorado 80202 ("Grantee"). RECITALS A. Grantor owns the surface of the real property in Garfield County, Colorado (the "Property"), legally described as: Township 4 South, Range 96 West of the 6th P. M. Section 33: All that part of the SW% Township 5 South, Range 96 West of the 6th P. M. Section 7: All that part of the N% Township 5 South, Range 97 West of the 6th P. M. Section 1: AH that part of the SE'VSE1/4, S'YxNW%4 and the NW %,SW'/4 Section 2: All that part of the S%NE'/4, NW /4 and the N'ASE'/ Section 3: All that part of the SE' 4NE%4 and the WANK B. Grantee is the owner and operator of oil and gas leases in the vicinity of the Property. C. Grantor and Grantee have previously entered into a Master Surface Use Agreement dated February 11, 2005 (the "Master Surface Use Agreement") concerning the payment of rentals and damages to Grantor in connection with the drilling, construction, completion, re -completion, reworking, reentry, production, maintenance, access and operation of oil and gas wells, pipelines, roads and other facilities located on the Properly or which are accessed via the Property. D. Grantee wishes to construct a 36" pipeline (the "Pipeline") beneath the surface of the Property which is neither contemplated in nor permitted under the Master Surface Use Agreement. E. Grantor wishes to allow Grantee to construct, install and maintain the Pipeline beneath the Property in accordance with the terms and conditions of this Agreement. TERMS THEREFORE, in consideration of the mutual covenants in this Agreement, and Grantee's agreement to pay the damages described in this Agreement, the parties agree as follows: . 111111111111111111111111111111111111111111 1111111111111 704222 08/11/2006 02130P 61831 P322 M PLSDORF 2 of 16 R 81.00 b 0.00 GARFIELD COUNTY CO 1. Grant. Grantor grants to Grantee a perpetual, non-exclusive pipeline right-of-way and easement ("Right -of -Way"), approximately 120 feet in width during construction and fifty (50) feet in width thereafter, across the Property to construct, maintain, inspect, operate, replace, change and remove one 36" pipeline, and any subsurface appurtenances, equipment and facilities useful or incidental thereto, for the transportation of natural gas and its constituents. The centerline of the Pipeline is legally described in the attached and incorporated Exhibit A, and the location of the Pipeline is depicted on the attached and incorporated Exhibit B. 2. Consideration. As consideration for the grant of the Right -of -Way and for any other damages related to the construction, operation or maintenance of the Pipeline, prior to commencing construction on the Right -of -Way Grantee shall pay Grantor for the Right -of -Way and for any related damages according to the schedule set forth in the letter accompanying this Agreement, the terms of which are incorporated into this Agreement. Except as otherwise provided in this Agreement, such payment(s) shall constitute payment in full by Grantee for all damages to the Property associated with the construction, operation and maintenance of the Pipeline. The parties agree that the length of the Right -of -Way is 1137.61 rods. 3. Construction. 3.1. Grantee shall provide written notice to Grantor at least two (2) weeks prior to any construction relating to the Property under this Section 3, and shall complete all such construction activities by January I, 2007. Maintenance and upkeep may continue until termination of this Agreement. 3.2. Grantee shall bury the Pipeline within the Right -of -Way at a depth not less than forty-two (42) inches, and shall install the Pipeline so that it may be detected using a commonly available metal or pipeline detector. 3.3. Upon Grantee's completion of the construction, repair, maintenance or alteration of the Pipeline, Grantee shall promptly rebuild permanent fences equal 10 or better than the fence(s) existing at the commencement of such construction, repair, maintenance or alteration. Fences shall not be considered equal to the prior fence if the posts have been undercut, brush has been shoved into the fence, or if Grantee has disturbed the ground, plowed mud, or added other material within three feet (3') of a fence. Prior to construction of any fences as required under this Agreement, both Grantee and its contractors shall consult with Grantor and obtain Grantor's approval for the location of any fence work and the type of materials. Grantee shall use 1%," staples, wood posts, Colorado Fuel and Iron (CF&I) heavy-duty steel posts and CF&1 barbed wire to rebuild Grantor's fence (except where smooth wire is already in place, in which case CPC barbless wire shalt be used) and shall consult with Grantor for approval of the fence builders that will conduct the fence replacement. Opening and restoration of Grantor's fences shall be made at Grantee's sole cost, risk and expense as follows: 3.3.1. Prior to cutting Grantor's fences, at each fence opening Grantee shall: (i) tie the existing fence into a three -post, pipe "11" brace, and (ii) set eight 2 1 IIIiIt 11111 1111111 11111111!! 1 11111111111 11111 PUB 704222 08/11/2006 02,30P 81831 P323 N tiLSDORF 3 of 18 R 81.00 0 0.00 GARFIELD COUNTY CO foot (8) by six inch (6") treated posts at least forty-two inches (42") into the ground, braced to take the strain. 3.3.2. Grantee shall place center crosses a minimum of thirty-six inches (36") above the ground. 3.3.3. Grantee shall install fence stays every four feet (4') in all temporary gates installed in Grantor's fences. 3.4. During construction, Grantee shall provide livestock crossings at the location or locations reasonably requested by Grantor. Grantee shall be responsible for preventing Grantor's livestock from escaping from or enabling livestock of others froth entering through any fence openings resulting from Grantee's construction activities. If a gate is left open or any livestock otherwise escape as a result of Grantee's actions, Grantee shall be responsible for the cost involved in gathering the livestock that escaped. The rate shall be $120.00 per day for each cowboy needed to recover any escaped livestock, phis reimbursement for damages. 3.5. During construction, Grantee shall be allowed, and is hereby granted, reasonable access to the Right -of -Way across existing roads on the Property to install the Pipeline. Grantee shall use the best available methods, other than hard surfacing, to control dust from all roads used by Grantee. Upon Grantor's request, Grantee shall apply water to the 300 feet of road in front of (i) the Summers cabin site, (ii) Owner's main cabin site, and (iii) Owner's two (2) solar panel sites. After installation of the Pipeline, Grantee may utilize roads on the Property for maintenance and upkeep of the Pipeline upon prior notice to Grantor, 3.6. Grantee shall immediately restore or repair any irrigation or tail water ditch or pipeline that is damaged during any construction on or use of the Right -of -Way so that the delivery of water on the Property is not disrupted. 4. Grantor's Operations. During installation of the Pipeline, and at all times thereafter, Grantee shall minimize disruption of, and interference with, any ranching, agriculture, or other operations conducted on the Property now or in the future. 5. Reclamation, Within 120 days after installation of the Pipeline within the Right - of -Way, or any maintenance or repair of the Pipeline that disturbs the surface of the Property, Grantee shall restore any affected area to its approximate pre -disturbance topography and re -seed all such areas with appropriate native vegetation for ground cover and erosion control. Grantee shall also be responsible for controlling all noxious weeds on any reclaimed area until the native vegetation is healthy and well-established. 6. ornpliance with Law. Grantee, its agents, designees, assignees and successors - in -interest shall, in connection with the use of the Right -of -Way, comply with all applicable federal, state and local laws, rules and regulations applicable to Grantee's use of the Right -of - 3 1 111111 111111111111 1111 11II1111111111111I11111111111111 704222 08/11/2008 02:30P 51831 P324 t! RLSDDRF 4 of 16 R 81.00 0 0.00 GRRFIELD COUNTY CO Way, including, by way of example and not limitation, the common law and all other laws designed to protect the environment and public health or welfare. 7. No Other Facilities. Nothing in this Agreement shall be construed as granting Grantee the right to place any facilities on the Property other than the Pipeline to be installed within the Right -of -Way. 8. Term of Grant. The Right -of -Way shall continue until (i) the parties' mutual, written agreement to terminate this Agreement, or (ii) Grantee's written surrender of the Right - of -Way. Upon termination or surrender of the rights granted under this Agreement, Grantee shall execute and deliver to Grantor, within thirty (30) days of written demand therefor, an acknowledgment that this Agreement has been terminated. 9. Liability cif Grantee. Grantee shall be liable for any injury to persons, property, or livestock caused by or incident to the operations of Grantee, its agents, employees, contractors, subcontractors or invitees on the Property, or any extraordinary damages due to spills of materials, explosions,•or any other harmful activity of Grantee. Grantee shall indemnify and hold harmless Grantor from and against any and all liability, damages, costs, expenses, fines, penalties and fees (including without limitation reasonable attorney and consultant fees) incurred by or asserted against Grantor arising from or regarding or relating to (i) the operations of Grantee, its agents, employees, contractors, subcontractors or invitees on the Property or (ii) any other rights granted by this Agreement. Such indemnification shall extend to and encompass, but shall not be limited to, all claims, demands, actions or other matters which arise under the common law or other laws designed to protect the environment and public health or welfare. Grantee shall, at Grantor's option, defend Grantor or reimburse Grantor as expenses are incurred for Grantor's defense against any claims, demands, actions, or other matters, whether brought or asserted by federal, state, or local governmental bodies or officials, or by private persons, which are asserted pursuant to or brought under any such laws. All of Grantee's obligations stated in this Section 9 shall survive termination of this Agreement. 10. insurance, Grantee shall keep its operations insured, or comply with applicable self-insurance laws and regulations, for automobile, liability, and workmen's compensation insurance, and for any damages incurred on the Property. 11. Grantee Liens. Grantee shall, at its sole expense, keep the Property free and clear of all liens and encumbrances resulting from Grantee's and its agents' activities on the Property, and shall indemnify and hold harmless Grantor from and against any and all liens, claims, demands, costs, and expenses, including, without limitation, reasonable attorney fees and court costs, in connection with or arising out of any work done, laboY performed, or materials furnished. 12. No Warranty of Title. This Agreement is made subject to any and all existing easements, rights-of-way, liens, agreements, burdens, encumbrances, restrictions and defects in title affecting the Property, however evidenced. Grantor does not in any way warrant or guarantee title to the Property. 4 • 1 11111 11ly 1111111 1111 11111 11 II1IIIII 111 11111 1111 1111 704222 08/11/2006 02:30P B1831 P325 11 ALSDORF 5 of 16 R 81.00 D 0.00 GARFIELD COUNTY CO 13. Prohibited Items. Grantee shall not be permitted to have, or allow, firearms, crossbows, pets, alcohol, or illegal drugs on the Property. No camping, fishing, hunting or other recreational activities are permitted on the Property. 14. Non -Exclusive Use and Reservations, All rights granted in this Agreement are limited to the specific grant(s) described in this Agreement. Grantor reserves to itself and its successors and assigns all rights not specifically granted to Grantee in this Agreement, including the right to the use and enjoyment of the surface of the Right -of -Way so long as such use does not hinder, conflict with, or interfere with Grantee's rights under this Agreement. Except for the specific grant(s) described in this Agreement, in the event of any conflict between the terms of this Agreement and the terms of the Master Surface Use Agreement, the terms of the Master Surface Use Agreement shall control, 15. Waiver. The failure of either party to enforce any of its rights under this Agreement upon any occasion shall not be deemed a waiver of such rights on any subsequent occasion(s). The waiver, either express or implied, by any party of any of the rights, terms or conditions in this Agreement shall not be deemed as or constitute a waiver of any other rights, terms or conditions in this Agreement. Any waiver, in order to be valid and effective, must be in writing. 16. Notice. Wherever provision is made in this Agreement for the giving, service, or delivery of any notice or other instrument, such notice shall be given by: (i) personal delivery, or (n) United States first class mail, postage prepaid, addressed to the party entitled to receive the same at the address stated in the introductory paragraph; provided, however, that each party may change that parry's mailing address by giving to the other party written notice of change of such address in the manner provided in this Section 16. Mail shall be deemed to have been given, served and delivered upon the third delivery day following the date of the mailing; personal delivery shall be deemed to have been given, served and delivered upon receipt. 17. Survival of Obligations. All obligations, indemnifications, duties and liabilities undertaken by the parties under this Agreement shall survive termination of this Agreement. 18, Merger of Prior Agreements. This Agreement contains the sole and entire agreement and understanding of the parties with respect to the construction, installation and tnaintenance of the Pipeline. All prior discussions, negotiations, commitments, and understandings relating to the construction, installation and maintenance of the Pipeline are merged into it. 19, Amendments. This Agreement may only be amended by the written agreement of both parties. This Agreement cannot be amended or terminated orally. 20. Headings. Section headings or captions contained in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision. 5 111111111111110101111110111111111111 I111111111111111 704222 06/21/2006 02:30F 61631 P326 M ALSDORF 6 of 16 R 81.00 D 0.00 GARFIELD COUNTY CO 21. Construction. Whenever required by the context of this Agreement, the singular shall include the plural, and vice versa; and the masculine gender shall include the feminine and neuter genders, and vice versa. The provisions of this Agreement have been independently, separately and freely negotiated by the parties as if drafted by both of them. The parties waive any statutory or common law presumption that would serve to have this Agreement construed in favor ofor against either party. 22. Applicable Law and Attorney Fees. This Agreement and the rights of the parties under it shall be governed by and interpreted in accordance with the laws of the State of Colorado, by the District Court of Garfield County, Colorado. In the event of a dispute involving or related to any term or condition of this Agreement, the non -breaching party shall be entitled to recover its reasonable costs and attorney fees, including post judgment collection costs, in addition to actual damages. 23. Heirs, Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns. The Right -of -Way granted in this Agreement shall run with the land and is not a personal covenant; this Agreement and the Right -of -Way granted hereunder may be assigned in whole or in pan by either party; provided, however, that assignment by Grantee of some or all of its rights hereunder shall not release Grantee from liability under this Agreement, unless specifically released by Grantor in writing. IThe remainder of this page is intentionally left blank] 6 1111111 111111111111 1111 1111111111111111111111111111111 704222 08/11/2006 02:30P 61631 P327 M ALSDORF 7 of 16 R 81.00 D 0.00 GARFIELD COUNTY CO GRANTOR: By: By: 6. c Reuben G. Oldland tti l�an�e� A. atzVard Stephanie D. Oldland BY ('L Eva Christine Uphoff By: Timothy es Upho OLDLAND BROTHERS, INC. By: Reuben G. Oldland, President OLDLAND & UPHOFF, LLC By: G. 63702Lia Reuben G. Oldland, Manager 7 GRANTEE: ENCANA OIL & GAS (USA) INC. Bv: � ougE • • 1. . Jona Attorney in Fact 1111111 11111 11111111111 111111 I 1111111111111111111111111 704222 08/11/2006 02:30P 81831 P328 11 ALSDDRF 8 of 16 R 83.00 0 0.00 GARFIELD COUNTY CO ACKNOWLEDGMENTS STATE OF COLORADO ) COUNTY OFF, eIA+VCD ) The foregoing instrument was acknowledged before me on the igy o 2006 by Stephanie D. Oldland. My Commission Expires: dam. /9� zoo. Notary Pdbhc STATE OF COLORADO ) COUNTY OF BLAn/Z0 ) My Conmeeek i Etpiee 8ec.18. 348 The foregoing instrument was acknowledged before me on the da 2006 by Eva Christine Uphoff. y of S�� My Commission Expires: .D,EC D. /9, ,Z49Q9 Notary Pub STATE OF COLORADO ) COUNTY OF7)1p .8.64Y120 ) The foregoing instrument was acknowledged before me onkt,ISeargatemyw.typhic 2006 by Timothy James Uphoff. My Commission Expires: 06C.. /9 2009 Notary Pub Ii 6 1 111111 11111 11111111 1111 111111 11 1111111111111111111 1111 704222 08/11/2006 02:30P 31831 P329 M ALSDORF 9 of 16 R 81.00 D 0,00 GARFIELD COUNTY CO STATE OF COLORADO ) COUNTY OF go &,etre ) uk commisso, EmiE Dec inco9 The foregoing instrument was acknowledged before me on the76'"-' day of,.72 2006 by Reuben G. Oldland individually, as President of Oldland Brothers, Inc., a Colorado corporation, and as Manager of Oldland & Uphoff, LLC, a Colorado limited liability company, My Commission Expires: G /9 200? STATE OF COLORADO CITY AND COUNTY OF DENVER The foregoing instrument was acknowledged before me on the � day of 2006 by'D'ouglm W. Jones as Attorney in Fact for EnCana Oil & Gas (USA) Inc., a Del ware corporation. " • My Comfit fission Expires: DZ' 74 - 08 9 Notary Public 111111 11111 111111 1111 111111 11 11111111 111 111111 111 1111 704222 08/11/2086 02;30P 01831 P330 h FlLSDORF 10 of 16 R 81.00 D 0.00 GARFIELD COUNTY CO EXIHIBIT A DESCRIPTION OF BASELINE FOR A PROPOSED PERMANENT EASEMENT AND RIGHT OF WAY, SITUATED IN SECTIONS 1, 2, AND 3, TOWNSHIP 5 SOUTH, RANGE 97 WEST OF THE 6TH PRINCIPAL MERIDIAN, GARFIELD COUNTY, COLORADO AND BEING LOCATED UPON A PORTION OF THOSE CERTAIN TRACTS OF LAND DESCRIBED IN AND CONVEYED TO EVA CHRISTINE UPHOFF, ET AL, BY INSTRUMENT RECORDED UNDER RECEPTION NO. 311600 OF THE GARFIELD COUNTY CLERK AND RECORDERS OFFICE OF GARFIELD COUNTY, COLORADO (G,C.C.R.O.G.C.C.), SAID BASELINE BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: WITH ALL BEARINGS HEREIN BEING BASED UPON THE UNIVERSAL TRANSVERSE MERCATOR (UTM) ZONE 13 NORTH, NAD 83 AS DERIVED BY A GLOBAL POSITIONING SYSTEM (GPS) SURVEY PERFORMED BY UNIVERSAL ENSCO, INC. IN MARCH 2006; BASELINE OF A PROPOSED PERMANENT EASEMENT AND RIGHT OF WAY COMMENCING at 2 inch brass cap, marked "1923-GLO" found marking the southeast corner of said section 1; THENCE North 01° 47' 16" East, along the east line of said section 1, distance of 165.2 feet to the POINT OF BEGINNING of the herein described baseline; THENCE across the southeast one quarter of the southeast one quarter (SE/4S} /4) said section I,the following bearings and distances: North 38" 33' 54" West, a distance of 246.3 feet to a point; North 52° 27' 01" West, a distance of 1082.6 feet to a point in the north line of the said southeast one quarter of the southeast one quarter (SE/4SE/4) and being the POINT OF EXIT of the herein described baseline, from which the northwest corner of the said southeast one quarter of the southeast one quarter (SE/4SE/4) bears North 87° 47' 12" West, a distance of 289.8 feet; THENCE North 65° 21' 59" West, a distance of 3183.1 feet across a portion of the south one half (S/2) of said section 1, to a point in the east line of the northwest one quarter of the southwest one quarter (NW/4SW/4) of said section 1 and being the POINT OF RE-ENTRY of the herein described baseline from which the southeast corner of the northwest one quarter of the southwest one quarter (NW/4SW/4) bears South 02°03' 29" West, a distance of 884.1 feet; THENCE across the said sections 1, 2, and 3 the following bearings and distances: North 77° 52' 46" West, a distance of 34.2 feet to a point; North 84° 30' 10" West, a distance of 612.9 feet to a point; North 70° 27' 50" West, a distance of 420.8 feet to a point; 1111111 11111 1111111 1111 111111 11 11111111 ill 111111 111 1111 704222 08/11/2006 02:30P 81831 P331 M ALSDORF 11 of 16 R 81.00 D 0.00 GARFIELD COUNTY CO North 52° 23' 28" West, a distance of298.7 feet to a paint; North 45° 06' 28" West, a distance of 716.3 feet to a paint; North 640 59' 46" West, a distance of424.4 feet to a point; South 58° 22' 54" West, a distance of389.6 feet to a point; North 74° 12' 25" West, a distance of 242.2 feet to a point; North 68° 12' 48" West, a distance of 617.4 feet to a point; North 02° 58' 22" West, a distance of 367.6 feet to a point; North 64° 39' 37" West, a distance of 420.1 feet to a point; South 52° 35' 17" West, a distance of 323.9 feet to a point; North 84° 54' 55" West, a distance of 1453.7 feet to a point; North 48° 17' 44" West, a distance of 248.2 feet to a point; North 78° 55' 12" West, a distance of 273.7 feet to a point; South 46° 47' 11" West, a distance of 340.8 feet to a point; North 77° 32° 52" West, a distance of 961.3 feet to a point; North 58° 23' 06" West, a distance of 247.8 feet to a point; North 79° 45' 36" West, a distance of 591.0 feet to a point; North 75° 56' 19" West, a distance of276.1 feet to a point; North 49° 07' 57" West, a distance 4:4 486.5 feet to a point; North 80° 44' 02" West, a distance of 420.1 feet to a point; South 38° 02' 51" West, a distance of 375.7 feet to a point; South 84° 40' 00" West, a distance of 487.8 feet to a point; South 61° 35' 30" West, a distance of 172.8 feet to a point in the south line of the northeast one quarter of the northwest one quarter (NEi4NW/4) of said section 3 and being the POINT OF TERMINATION of the herein described baseline, from which a 2 inch iron pipe with cap, marked "1938 GLO", found marking the northwest comer of said section 3, bears North 54° 06' 14" West, a distance of2393,2 feet, said baseline having a total length of 12,532.5 feet or 759.54 rods, DESCRIPTION OF A BASELINE FOR A PERMANENT EASEMENT AND RIGHT OF WAY, SITUATED IN SECTION 7, TOWNSHIP 5 SOUTH, RANGE 96 WEST OF THE 6TH PRINCIPAL MERIDIAN, GARFIELD COUNTY, COLORADO AND BEING A PORTION OF THOSE CERTAIN TRACTS OF LAND DESCRIBED IN AND CONVEYED TO REUBEN GERALD OLDLAND, ET AL, BY INSTRUMENT RECORDED UNDER RECEPTION NO. 311599 OF THE GARFIELD COUNTY CLERK AND RECORDERS OFFICE OF GARFIELD COUNTY, COLORADO (G.C.C.R.O.G.C.C.), SAID BASELINE BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: WITH ALL BEARINGS HEREIN BEING BASED UPON THE UNIVERSAL TRANSVERSE MERCATOR (UTM) ZONE 13 NORTH, NAD 83 AS DERIVED BY A GLOBAL POSITIONING SYSTEM (CPS) SURVEY PERFORMED BY UNIVERSAL ENSCO, INC. IN MARCH 2006; BASELINE FOR A PERMANENT EASEMENT AND RIGHT OF WAY COMMENCING at 2 inch brass cap, marked "1917-GLO" found marking the southeast corner of said section 7; 1111111111111111111111111!111111111111111111111111111 704222 08/11/2006 02:30P B1831 P332 M ALSDORF 12 of 16 R 81.00 D 0.00 GARFIELD COUNTY CO THENCE North 01° 59' 32" East, along the east line of said section 7, a distance of 3432.8 feet to the POINT OF BEGINNING of the herein described baseline; THENCE across the north one half (N!2) said section 7, the following bearings and distances: South 89° 10' 11" West, a distance of 0.4 feet to a point; South 61° 40' 08" West, a distance of 226.8 feet to a point; South 57° 01' 32" West, a distance of 165.2 feet to a point; South 58° 42' 42" West, a distance of 216.7 feet to a point; North 89° 32' 13" West, a distance of 164.8 feet to a point; North 72° 30' 40" West, a distance of 1536.8 feet to a point; North 52° 33' 39" West, a distance of 402,9 feet to a point; North 45° 38' 38" West, a distance of 123.9 feet to a point; South 87° 49' 11" West, a distance of565.5 feet to a point; North 67° 11' 25" West, a distance of 175.8 feet to a point; North 51° 22' 37" West, a distance of 584.5 feet to a point; North 38° 33' 54" West, a distance of 924.0 feet to a point in the west line of said section 7, being the common line of Range 96W and 97W of the 6"Principal Meridian and being the POINT OF TERMINATION of the herein described baseline, from which a 2 inch brass cap, marked "1923 GLO", found marking the northwest corner of said section 7, bears North 01° 50' 28" East, a distance of 375.4 feet, said baseline having a total length of 5,087.3 feet or 308.32 rods. DESCRIPTION OF A BASELINE FOR A PROPOSED PERMANENT EASEMENT AND RIGHT OF WAY, SITUATED IN SECTION 32 & 33, TOWNSHIP 4 SOUTH, RANGE 96 WEST OF THE 6''t PRINCIPAL MERIDIAN , GARFIELD COUNTY, COLORADO AND BEING LOCATED UPON A TRACT OF LAND DESCRIBED IN AND CONVEYED TO R. OLDLAND, BY INSTRUMENT RECORDED UNDER RECEPTION NO. 95697 OF THE GARFIELD COUNTY CLERK AND RECORDERS OFFICE OF GARFIELD COUNTY, COLORADO (G.C.C.R.O.G.C.C.), SAID BASELINE BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: WITH ALL BEARFNGS HEREIN BEING BASED UPON THE UNIVERSAL TRANSVERSE MERCATOR (UTM) ZONE 13 NORTH, NAD 83 AS DERIVED BY A GLOBAL POSITIONING SYSTEM (GPS) SURVEY PERFORMED BY UNIVERSAL ENSCO, INC. IN MARCH 2006; BASELINE OF A PERMANENT EASEMENT AND RIGHT OF WAY COMMENCING at a 3 Y2' brass cap marked "BLM 1970" found marking the south one quarter (S 1/4) corner of said section 33; THENCE North 020 12' 19" East, along the east line of the west one half (W 1/2) of said section 33, a distance of 50.1 feet to the POINT OF BEGINNING of the herein described baseline; THENCE across the southeast one quarter of the southwest one quarter (SE/4 SW/4) of said section 33, the following bearings and distances: 1 1011111111 1111111 1111 1111111111111111 111111111111 1111 704222 08/11/2006 02:30P 81831 P333 M PLSDORF 13 of 16 R 81.00 D 0.00 GARFIELD COUNTY CO North 76° 30' 43" West, a distance of 722.3 feet to a point; North 80° 17' 36" West, a distance of 105.4 feet to a point; North 83° 09' 43" West, a distance of 71.6 feet to a point; North 32° 56' 27" West, a distance of 239.5 feet to a point; North 13° 23' 39" West, a distance of 12.0 feet to a point in the south line of said section 33 and being the POINT OF TERMINATION of the herein described baseline, from which a 3" brass cap marked "BLM 1970" found, marking the common south corner of said sections 32 & 33, bears North 88° 10' 20" West, a distance of 1,620.8 feet, said baseline having a total length of 1,150.8 feet or 69.75 rods. For reference and further information see lDwg No.EC-9204A-8009, prepared by Universal Ensco, Inc., same date. 11111111111111111111111111111 11 11111111 111 111111 111 1111 704222 06/11/2006 02:30P B1631 P334 M RLSDORF 14 of 16 R 61.00 D 0.00 GARFIELD COUNTY CD /BIT B-1 GARFIELD COUNTY, COLORADO SECTION 1, 2 & 3 R -97--W, 6th P.M. MEMO r EMEND 1.,. .BE :%E2 ./a 66166 EL Mr All 7x6 1 666 41 01.111.11 0 C6Y1wxp1 LB10 661aE 6.C.CN. O.O.C.C. 61RRE121 COUNTY CLERK 2(0 REC010CR5 OCSQ Of 4M131D COOEDY, 00.09156 0021. 7 IP, ./040 x*e 1p33_a0' 34 EVA CHRISTINE UPHOFF, et of RECEPTION NO. 311500 (0. 3;9N-12.-'606 + M31OAP uarI5wC1 .34 35 x34n61.1v .232 3 2 I I ® 200 SCLC 1'.2000' m. 2' 01455 w• seed '1217-0.0' 35 38 T-4-S/R-97-W 2 1 R T -5 -5/R -97-W PONT OF TERMINATION I I w 1x1. 2- BRASS CV 5 OF A PROPOSED PWMANENT EASEMENT Es RIGHT OF WAY 1____-3 2 _ 10 11 _ -'�-- xpiES 2 I 1 11 36 1 16 POINT OF BEGINNING POINT OF RE-ENTRY 2 251(5617 3151.• dzP; . 164.1' x6260.!: 265.6' A PROPOSED 12 ISANENT EARNER de RIGHT OF WAY EVA CHRISTINE UPHOFF, et al RECEPTION NO. 311600 G.C.C.R.O.G.C.C. 1 mt 111.1 M. e. O-6 hr r. .0 .....1.1•1118.1.- I b s .I.s .Fires, 2. 321 beerings horst, .2 606.0 ww 06.4.44, Tralrmis U20, 614 .412 Salem. 010.3 b e tral %7.216 45 66111116 POINT OP, EXIT 12 POINT W 110,016.2 COMMENCING 151.2' nO. 7' BRASS C4> Nx'a 1923-M0- LINEE TABLE LINE BEARING LENG114 1.1 L2 x530134.6 115271b1w I 215,3' 6662,1' L3 LE 14719245w 10490'IOW _71..' 15 94 x ,oZf50w x51S•3$2w 420.8 ' 22.1 L6 xlSw'}aw ii6raf4.2-'W 116.3' 424.4 14 O10 1521`22'51'11" M442'25•W MS 8 142 2' 111 L12 11531246'111 x029542'6 )5].3' 112 L1. 464323121 Y,1j52•IYw 420,1' *23.6' 1.15 16 .Sly 09161..0 1453.2. 2402} 1.17 110 x1335"22'66 516271'2 277.7' 3,0,0• 110 L2O N77375 lit. 11202606 6 551.3' 247.0' L21 122 1172.5]6'66 200331416'1 501.2' 623 1_24 0OYS7-w 25144E -0f0 _776.1' 1385' 4701' 125 L24 S]TOZSI'6 )14.40016 3750' 167.6' 6.* 5111.'7 7i 'P my TOTAL LLNCTH BASELINE= 12,532.5 FT.- 759.54 ROO5 LS 61662.15 Ow*4s L. _.,__. ... .. $2[9150. ,...-""`..1,,,.. ,r4.1.`,74.1.7141. D [3 R� R. BOI 110.1.111 w ,66111 SKETCH ,a 04 PROPOSEDENLANA CAS PIPELINE UPON PROPERTY OF EVA CHIGSiINE OPHOFF, 91 4 kw. ,MI.IT 21«61 2x1400. 1.106 x01.0. Dm -c .,.x �oIf ,I- "1Ll 9030.0001`'"'"' 5C -9204A-13002 I 11111111111111111111111111(111111111011111111111111111 704222 08/11/2006 02:30P 01831 P335 M RL500RF 15 of 16 R 81.00 D 0.00 GARFIELD COUNTY CO EXHIBIT 8-2 GARFIELD COUNTY, COLORADO SECTION 7 T-5-5, R -96—W, 6th P.M. LZEIIS 3 535n,3r S.. 1T. SCSIO Na NOY850 P4. 404(05„ 35110111 5SMaccn,OctG 1 RD 1TH0R0 RE5125m212 011(50. OF 5047010 WPM. 0102.20 POINT OF 1 TERMINATION 12 5r rn Os Ox N V1 7 175 ?,-.N-V" 6 N1r5cxrc "5� 4 OFA PROPOSED PERMANENT EASEMENT kRTGHT OF WAY L9 REUBEN GERALD OLOLAND. et al RECEPTION NO. 311599 G.C.C.R.O.0-C.C. LINE FABLE LINE BLARING LENGTH 15314511. IT S51'IPW11 221-8' 557.01'1211 165.7 L. Ls 110143 40'0 .51'011]7 x1..7 169 5' L6 M136.1y 15155• 47 N5x3T1rw 1541' N1YJ5'34•w L5 6E711'I711 1x1( 565.5 510 11 06711'18 N019x71'w 515• 1.12 N1r5T5.'0 axw x0105 e( 101055,r.vF eM1445 Isa 5 1mxn.�n 01 11. 50 4 01.5 6.11, .welt tr. 5. .h•pw n.,...... (1 1~1004 Int u C. . 5r•lrn N.50m0vow a 6.5w 422SCALE: 1'-500' _�__ 6 5 7 B R0. Y+9f5}-0O•ew 5.111 0140 • P05R7 Dr -" CCOMENONG Ira r MISS C3A WS, "1917-¢O• TOTAL LENGTH SASEIINE- 5087.3 FT.- 30E132 R005 POINT OF 8EGINNING SHEET 1 or 2 2- IS a L 09051 LV 11411 1 1 4..109 .3 SKETCH PROPOSED ENIGMA LMS PIPELINE ()PON PROPERTY OF RUE8EN GERALD OLOLAND., 5i 5N "C1 i' 9D30.00iij°"(�" EC -9204A -8001140"O 11111 NM 11111 1111 111111 11111111111 111111 HAM 704222 06/11/2006 02:30P B1631 P336 M ALSDORF 16 of 16 R 61.00 D 0.60 GRRFIELD COUNTY CO EXHIBIT B-3 GARFIELD COUNTY, COLORADO SEC11ON 32 & 33 T -4-S, R-96-4.1, 6 th P.M. mo. nxmo w W. 161.601 7A.ITU NI.590:x9 e7RZ 6W RFXU Of LAM 11Ni',1yp1 GGCIr.BCLG oBB1p0 Collate no. ImfOGIS COM Cf +9 GeELI MOW,. COMM.BO 116'1 ti1/.5•15,190 ✓,0105 32 33 32 33 5 4 R. OLDLAND CALLED 520 ACRES RECEPTION N0, X5607 G.c,aR.aacc. a 5 ,10•1 600 SGFI: 1'.6m' LINE TABLE LINE BEARING LENGTH LI u 106011605 4016_ U'43'* Li 5,1,5',07 10.3: *1.0 @ OF A PROPOSED PERWANENT EASlaiENT 61 RIGHT CF WAT P3. r BRASS CM Ri6'NY 11)0 POINT Of BEGINNING 05610)07 - (620.0 _ T -44-S, R -96-W T -5-S, R -95-W 13112)9'[ - 50.1' �n1 f151'.-1 n m 1 ,6 m9Y natPe� y,wn MpW �m.�,nl� M.ser u Mrhw 7..:n r< bo..a 0572 00 C97Mu. apir�w onB'.a�iaTMwen= v..l.m1a er V+r..w uses s. Iva 66161 PONT OF IERMINATON PONT OF Gd1ME ma. 3 1/2/2 7.0' 00x55 CW Miff '6W 14)6' TOTAL LENGTH BASELINE 1,150 8 FT. c 69.75 RODS R110m lV axle, 1 CO 5 ERCADLL litiD ns01.14741 *'ua ml 1.11 m_n16 RCN C, ...NBsv mar SKETCH �' R- - PROPOSED (KAM GAS P0ELWE UPON PROPERT( Of R. OLDLAND .so7<1x7 9201.000 i°'"2a„"a EC-97Odli-IW10 7416705, OM 1. ..P„ '"e .... near stewart �Nn vtr —ti tle of of colorado Stewart Title of Colorado, Inc. Glenwood Springs Division 1620 Grand Avenue Glenwood Springs, Colorado 81601 Phone: 970-945-5434 Fax: 970-945-1135 Date: October 21, 2008 Order Number: 20226-C2 Buyer: Seller: Marathon Oil Company, an Ohio Corporation and Western Field Services Property Address: Please direct all Escrow inquiries to: Please direct all Title inquiries to: Cindy Scott Phone: 970-945-5434 Email Address: cscott@stewart.com SELLER: Marathon Oil Company, an Ohio Corporation Western Field Services C/0 Shane McCoy SELLING BROKER: We Appreciate Your Business And Look Forward to Serving You in the Future. ALTA Commitment (61t7106) ALTA Commitment Form COMMITMENT FOR TITLE INSURANCE Issued by Stewart title guaranty company Stewart Title Guaranty Company, a Texas Corporation ("Company"), for a valuable consideration, commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the Proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest in the land described or referred to in Schedule A, upon payment of the premiums and charges and compliance with the Requirements; all subject to the provisions of Schedules A and B and to the Conditions of this Commitment. This Commitment shall be effective only when the identity of the Proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A by the Company. All Iiability and obligation under this Commitment shall cease and terminate six months after the Effective Date or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue the policy or policies is not the fault of the Company. The Company will provide a sample of the policy form upon request. This commitment shall not be valid or binding until countersigned by a validating officer or authorized signatory. IN WITNESS WHEREOF, Stewart Title Guaranty Company has caused its corporate name and seal to be hereunto affixed by its duly authorized officers on the date shown in Schedule A. Countersigned: Informational Commitment only Stewart Title of Colorado, Inc. Glenwood Springs Division 1620 Grand Avenue Glenwood Springs, Colorado 81601 Pbone: 970-945-5434 Fax: 970-945-1135 Steewar't -Ptitie guaranty company‘7,4-4/11piA4) Senior Chairman ofa Board Chairman of the Board President Order Number. 20226-C2 ALTA Commitment (6117/06) COMMITMENT FOR TITLE INSURANCE SCHEDULE A 1. Effective Date: August 24, 2008, at 7:30 A.M. Order Number: 20226-C2 2. Policy or Policies To Be Issued: (a) A.L.T.A. Owner's Proposed Insured: (b) A.L.T.A. Loan Amount of Insurance 3. The estate or interest in the land described or referred to in this Commitment and covered herein is: Fee Simple 4. Title to the referenced estate or interest in said land is at the effective date hereof vested in: Marathon Oil Company, an Ohio Corporation as to an undivided one-half interest and Berry Petroleum Company, a Delaware corporation as to an undivided one-half interest 5. The land referred to in this Commitment is described as follows: Township 5 South, Range 96 West of the 6th P.M. S1/2 S1/2, Section 29; NEI/4 NEI/4, NE1/4 SE1/4, Section 32; SW1/4, Section 33 County of Garfield State of Colorado Order Number: 20226C2C2 ALTA Commitment (6/17/06)— Schedule A Page 1 of 1 Statement of Charges: These charges are due and payable before a Policy can be issued: Informational Commitment $ Stewart tide guaranty company COMMITMENT FOR TITLE INSURANCE SCHEDULE B — Section 1 REQUIREMENTS Order Number: 20226-C2 The following are the requirements to be complied with: 1. Payment to or for the account of the grantor(s) or mortgagor(s) of the full consideration for the estate or interest to be insured. 2. Proper instrument(s) creating the estate or interest to be insured must be executed and duly filed for record. 3. Informational Commitment only Order Number: 20226-C2 ALTA Commitment (6/17/06) — Schedule B i Page 1 of 1 [stewart title guaranty company COMMITMENT FOR TITLE INSURANCE SCHEDULE B — Section 2 EXCEPTIONS Order Number: 20226-C2 The policy or policies to be issued will contain exceptions to the following unless the same are disposed of to the satisfaction of the Company: 1. Rights or claims of parties in possession, not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title that would be disclosed by an accurate and complete land survey of the Land and not shown by the public records. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing the public records or attaching subsequent to the effective date hereof, but prior to the date the proposed insured acquires of record for value the estate or interest or mortgage thereon covered by this commitment. 6. Unpatented mining claims, reservations or exceptions in patents, or in acts authorizing the issuance thereof. 7. Water rights, claims or title to water. 8. All taxes for 2008 and subsequent years, which are a lien not yet payable. 9. Reservations or exceptions contained in U.S. Patents, or in Acts authorizing the issuance thereof, recorded January 16, 1925 in Book 112 at Page 424 reserving 1) Rights of the proprietor of a vein or lode to extract and remove his ore therefrom and 2) rights of way for ditches and canals constructed under the authority of the United States, and reservations of all oil and gas. 10. Reservations or exceptions contained in U.S. Patents, or in Acts authorizing the issuance thereof, recorded May 14, 1940 in Book 194 at Page 615 reserving 1) Rights of the proprietor of a vein or lode to extract and remove his ore therefrom and 2) rights of way for ditches and canals constructed under the authority of the United States, and reservations of alt coal and other minerals. 11. Reservations or exceptions contained in U.S. Patents, or in Acts authorizing the issuance thereof, recorded January 28, 1943 in Book 208 at Page 138 reserving 1) Rights of the proprietor of a vein Order Number: 20226-C2 Tst Y Ywrt `� ALTA Commitment (6117106)— Schedule B 2 �..Y Page 1 of 2 title guaranty company or lode to extract and remove his ore therefrom and 2) rights of way for ditches and canals constructed under the authority of the United States, and reservations of all coal and other minerals. 12. Reservations and exceptions in the patent recorded April 10, 1951 in Book 257 at Page 543. 13. Reservations of all minerals recorded in instrument recorded December 20, 1963 in Book 355 at Page 5. 14. Mineral Conveyance recorded August 20, 1987 in Book 719 at Page 510 at Reception No. 385147. 15. Lack of a right of access to and from the land. 16. Reservations of a non-exclusive easement in instrument recorded November 15, 2006 in Book 1863 at Page 981, Reception No. 711206 and Personal Representative Deed recorded November 15, 2006 in Book 1863 at Page 984, Reception No. 711207. 17. Easement right of way in instrument recorded November 14, 2006 and recorded December 6, 2007 at Reception No. 738783. 18. Connected Road Right-of-way recorded December 6, 2007 at Reception No. 738784. 19. Any and all Oil, Gas and other Minerals Leases of record and any assignments thereof. Order Number: 20226-C2 ALTA Commitment (6/17/06)— Schedule B 2 Page 2 of 2 E tewart retitle guaranty company DISCLOSURES Order Number: 20226-C2 Note: Pursuant to C.R.S. 10-11-122, notice is hereby given that: A. The subject real property may be Iocated in a special taxing district; B. A certificate of taxes due listing each taxing jurisdiction shall be obtained from the county treasurer or the county treasurer's authorized agent; C. Jnformation regarding special districts and the boundaries of such districts may be obtained from the board of county commissioners, the county clerk and recorder, or the county assessor. Note: Colorado Division of Insurance Regulations 3-5-1, Subparagraph (7) (E) requires that "Every title entity shall be responsible for all matters which appear of record prior to the time of recording whenever the title entity conducts the closing and is responsible for recording or filing of legal documents resulting from the transaction which was closed." Provided that Stewart Title of Colorado, Inc. conducts the closing of the insured transaction and is responsible for recording the legal documents from the transaction, exception number 5 wilI not appear on the Owner's Title Policy and the Lender's Title Policy when issued. Note: Affirmative Mechanic's Lien Protection for the Owner may be available (typically by deletion of Exception No. 4 of Schedule B, Section 2 of the Commitment from the Owner's Policy to be issued) upon compliance with the following conditions: A. The land described in Schedule A of this commitment must be a single-family residence, which includes a condominium or townhouse unit. B. No labor or materials have been furnished by mechanics or materialmen for purposes of construction on the land described in Schedule A of this Commitment within the past 6 months. C. The Company must receive an appropriate affidavit indemnifying the Company against unfilled mechanic's and Materiahnen's Liens. D. The Company must receive payment of the appropriate premium. E. If there has been construction, improvements or major repairs undertaken on the property to be purchased, within six months prior to the Date of the Commitment, the requirements to obtain coverage for unrecorded liens will include: disclosure of certain construction information; financial information as to the seller, the builder and/or the contractor; payment of the appropriate premum; fully executed Indemnity agreements satisfactory to the company; and, any additional requirements as may be necessary after an examination of the aforesaid information by the Company. No coverage will be given under any circumstances for labor or material for which the insured has contracted for or agreed to pay. Note: Pursuant to C.R.S. 10-11-123, notice is hereby given: A. That there is recorded evidence that a mineral estate has been severed, leased or otherwise conveyed from the surface estate and that there is a substantial likelihood that a third party holds some or all interest in oil, gas, other minerals, or geothermal energy in the property; and B. That such mineral estate may include the right to enter and use the property without the surface owner's permission. This notice applies to owner's policy commitments containing a mineral severance instrument exception, or exceptions, in Schedule B, Section 2, NOTHING HEREIN CONTAINED WILL BE DEEMED TO OBLIGATE THE COMPANY TO PROVIDE ANY OF THE COVERAGES REFERRED TO HEREIN UNLESS TRE ABOVE CONDITIONS ARE FULLY SATISFIED. Order Number: 20226-C2 Disclosures Stewart Title Guaranty Company Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm -Leach -Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Stewart Title Guaranty Company . We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non-financial companies such as envelope staffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Stewart Title of Colorado, Inc. Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm -Leach -Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Stewart Title of Colorado, Inc. We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or Iender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Stewart Title of Colorado, Inc. DISCLOSURE The title company, Stewart Title of Colorado, Inc. - in its capacity as escrow agent, has been authorized to receive funds and disburse them when all funds received are either: (a) available for immediate withdrawal as a matter of right from the financial institution in which the funds are deposited, or (b) are available for immediate withdrawal as a consequence of an agreement of a financial institution in which the funds are to be deposited or a financial institution upon which the funds are to be drawn. The title company is disclosing to you that the financial institution may provide the title company with computer accounting or auditing services, or other bank services, either directly or through, a separate entity which may or may not be affiliated with the title company. This separate entity may charge the financial institution reasonable and proper compensation for these services and retain any profits there from. The title company may also receive benefits from the financial institution in the form of advantageous interest rates on loans, sometimes referred to as preferred rate loan programs, relating to loans the title company has with the financial institution. The title company shall not be liable for any interest or other charges on the earnest money and shall be under no duty to invest or reinvest funds held by it at any time. In the event that the parties to this transaction have agreed to have interest on earnest money deposit transferred to a fund established for the purpose of providing affordable housing to Colorado residents, then the earnest money shall remain in an account designated for such purpose, and the interest money shall be delivered to the title company at closing. CONDITIONS 1. The term mortgage, when used herein, shall include deed of trust, trust deed, or other security instrument. 2. If the proposed Insured has or acquired actual knowledge of any defect, lien, encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall be relieved from liability for any loss or damage resulting from any act of reliance hereon to the extent the Company is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclose such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liability previously incurred pursuant to paragraph 3 of these Conditions and Stipulations. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and such parties included under the definition of Insured in the form of policy or policies committed for and only for actual loss incurred in reliance hereon in undertaking in good faith (a) to comply with the requirements hereof, or (b) to eliminate exceptions shown in Schedule B, or (c) to acquire or create the estate or interest or mortgage thereon covered by this Commitment. In no event shall such liability exceed the amount stated in Schedule A for the policy or policies committed for and such liability is subject to the insuring provisions and Conditions and Stipulations and the Exclusions from Coverage of the form of policy or policies committed for in favor of the proposed Insured which are hereby incorporated by reference and are made a part of this Commitment except as expressly modified herein, 4. This Commitment is a contract to issue one or more title insurance policies and is not an abstract of title or a report of the condition of title. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the provisions of this Commitment. 5. The policy to be issued contains an arbitration clause. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. You may review a copy of the arbitration rules at http://www.alta.org. stewart title guaranty company All notices required to be given the Company and any statement in writing required to be fiunished the Company shall be addressed to it at P.O. Box 2029, Houston, Texas 77252. No. 8 United States of America UNITED STATES v T Do489897 To Dated October 31, 1923. Curtis V. Carpenter Conveys: The 5Li Section 32, and the 84k Section 33, in Tp. 5, S. R. 96 W., containing 320 acres. Reserving; to the United States all oil and gas in lands so patented, with the right to prospect for, mine and remove same upon compliance of Act of July 17, 1914. Filed for record January 18, 1925 at 1:32 o'clock P. M., and recorded in Book 112 at Page 124 thereof. Colorado. Filsd for record Ley 14, i540 at 2:40 o'clock in book 116 ut Page 399. 11o41STAi'21= OF 1.1114 TO -LL Whlii IT EA"' COrORN: That H. 1:;. i.o, doin/ business ,3-3 the Reich Lumber Connany wishinn to avail himself of t1. trovisione of the jtatute in such c.7se made 9nd nrovided, does meke the following statement of lien: First. That the nuke of the owner of such prat:arty to be charged with the lien i3 Albert DelSerschman. Jecund. That the name of the person claimin, the lien is R. 1. Reich doing business 2a the Reich Lumbar Gonpny. Thnt the no of the person who furnished tha notarial for which said lien is cloin,ed is L. i.Reich, doin/ business as the .rich Lumber LbmPanY. 1ird. That the property be cher-lad with such lien is described ns follows: A parcel of /round barinninn at a point 80 feetorth. elan/ jtata Highlasv No. 02 from the rorth side of the road lasdi./ to the Garfield County, Colorado Uospital, thence 50 feet North along,- said jtate hi,hway, thence i:asterly 150 feut, thenee Southerly 50 feet, thence 'estarly 150 feet to place of belinninn, said earcal being in 3031 3ection 18, Tp. 6, 3, 3. 09 W., 6th P.k-, to'!atter with a brick duplex residence house recently erected thereon, III situate in the County of_LJarfield, Jtate of Colors That the said lien is held for and on account of building materials furnished. Fourth; That the total amount of indebtedneso for which said Ilan in CiSitai, for the notarial furnished end labor performed, is Nineteen Hundred Thirty-six and 10/100 /jailers and... -..Cents; that the a7gregate amounts of the credits thereon is Fifteen lhandred Dollars end ..... cents; and that the amount owing; the claimant is Your Ilundred Thirty-six Dollars and ten cents; E. W. _taicb Claimant. jtate of Colorado,L County of 3erfield)". I, B. W. ,,•sioh of lawful or being:first duly sworn, upon oath do say that 1 um the claimant herein named; that 2 have rend the within statement of lion and ebstroct or indebtedness and know the contents thereof, sad that the 3une 13 true and correct, to the best of my nnowledge, information and belief. • h. 8. Aeich Acknowledged Eay 14, 1540, before ,:11,is Farkisc-Rgtary Public, ,j.arfluld County, Coloredo. nide for record tray 14, 19'C at 2:42 o'olbck in Book 118 at Page 399 thereof. 1Z.96C0 ONIT20 jTATLS TaTi:NT United jtates of ,•umerice To The Heirs of EAL3 J. Wilda. Dated Larch 28, 1140. Fetent No. 1107545, Grants: Lot. .i 5, 8, 7, 10, 11, 12 and 15 of section 1, Tp. 8, .3. R. 57 W., 612 containing, 334.70 saris. Excepting and reserving, however, to the United Jtates ail the cool dud other minerale in he :Lunds so entered and patented, to,keter with the ripi t to prospect for, mine, and remove thu sore pursuant to the previsions and limitations of ti:.e .ct of ,sc. 25, 1519 (311 stat 862) Filed for record 14,1y 14, 194C st 302 o'olock in Book 194t Page 615 thereof. 135851 U.E. 1:3852 -(Under certified copy of Decree) ALL =1133 1h131 FR,LJLETj: That wheraus, on the 25th day of jepterour, 11.19, in the District Court of ,iarfield County, Colorado, In an lotion thun pendina: in said Court, wherein the 'Federal Farm Lortgega Corporation, a corporation, yes plaintiff and Anus E. armstrong., et al., were defendants, Case No. 3254, said plaintiff by the consideration of .3,311 .curt recovered Judgment against the defendant, sands 31. Armstrorg fur the JIIL of .,1,443.90, with interest thereon at the rate of 5 nor center per annum from the date of rendition of said jud/ment, toasther with the attorhey'a fee allowed plaintiff in said action, sad for the costs of said action, accrued and eceralnl; end a further .ild.g,cent U3S rand...rad at Adel, tire in fever of the plaintiff and ao:oinst each and all of the defendants for the foreclosure of the plaintiff's mortiiage, ss described and sat forth in 1..o complaint filed in seid oction es CI valid second lien upon the reel estate end water rig.hta hereinafter described, subjrct only to the first mortgsge lien thereon of The Federal land Bank of 'dichito, a ocr!'oretion, of Wiohite, 1150333, recorded in book 198 at le 597 of the mortgame records of said County, as security far the money judgmeat rendered in its favor; r,rol+Apri in th,, ,a10 No.`%5 United States of America UNITED STATES PATENT Doc.d14848 ; To Dated November I}, 1942 Robert Latham Patents: The SaS'i of Sec. 29, and the N+ SW 7 SWW;, NWi, Wit and the NE NES of Sec. 32, Tp. 5, S., R. 96 W.,6th P. 1.1., con- taining 560 acres. Excepting and reserving, howev r;tothe U. 5. all the coal and other minerals in the lands so entered and patented, together wit the right to prospect for, nine, and remove the same pursuant to the provisions and limitations of the tact of Dec. 29, 1916 (39 Stat. 862). Filed for record January 28, 1943 at 2;30 o'clock P. U. and recorded in book 208 at page 138 thereof. p heirs and assigns forever; subject, however, to all Che rights of redemption by minors, hereinbefore described, TO HAVE AND TO HOLD unto him the said J. V. Rose, his insane persons or idiots, provided by law, IN WITNESS }HEREOF, I. G, B, Helm,' Treasurer as aforesaid, by virtue of the authority aforesaid, havehereunto set my hand and seal this 10th. day of April, A. D. 1951, Cert No. 181, Year 1931 Book No. 7, Tax Sale Record Filed for record April 10, 1951 at Page 72 thereof. and recorded in Book 256 at Doc#175675 - UNITED STATES PATENT - United States of America to Delos D. Potter, Dated March 19, 1951, Patent No, 1131391. Signed by the President. General Land Office Seal affixed. Recites that the Bureau of Land Management of the United States a Certificate of the Land Office at Denver, Colorado, accompanied by other evidence, whereby it appea s that Delos D. Potter did on December 1, 1949, duly enter and pay for that cettain minin claim or premises, known as the Gem. No. 1, Gem No. 2, Gem No. 7, Gem No. 8, Gem No. 9, Gem No. 10, Gem No. 3, Gem No. 4, Gem No. 5, Gem No, 6, Community No. 1, Grand Valley No.7, and Grand Valley No. 8 oil shale placer mining claims, situte in Garfield County, Colorado described as follows: The Gem No, 1 Claim comprising the SE -k of Sec, 1 in Tp.' 6 S., R. 97 W., 6th. P. M., the Gem No, 2 Claim comprising the SWC of said Sec. 1, The Gem No. 7 Claim comprising Lots 9, 10, 15 and 16 of said Section one, the Gem No. 8 cla comprising Lots 11,12,13 and 14 of said Section 1, the Gem No, 9 Claim comprising Lots 21, 22, 23 and 24, of said Sec. 1, the Gem No. 10 Claim comprising Lots 21, 22, 23 and 24 of Sec. 2, said Tp. and Range, the Gem No. 3 Claim comprising the.SEk of said Sectio 2, the Gem No. 4 Claim comprising the SW1 of said Section 2, the Gem No.5 Claim compris?ng Lots 9, 10, 15 and 16, of said Sec. 2, the Gem No, 6 Claim comprising Lots 11, 12, 13 and 14, of said Sec, 2, the Community No. 1 Claim comprising the EE1 of Section 12, sa d Tp. and Range, the Grand Valley No. 7 Claim comprising the SW} of Sec, 7 in Tp. 6 S., R 96 W„ and the Grand Valley No, 8 Claim comprising the S),SE} and Lots 3 aed 4 of said Sec. 7, the premises herein granted, containing in the gggregate 2080,10 acres. NON IGoW YE, that there is therefore, pursuant to the Isms aforesaid, hereby grant -`d by the United States unto the said Delos D. Potter, the said placer mining premises hereinbefore described; TO HAVE AND TO HOLD said mining premises, together with all the rights, privileges, immunities, and appurtenances of whatsoever nature thereunto belonging, unto the said grantee above named and to his heirs end assigns forever, subject, nevertheless, to the following conditions and stipulations; 1, That the grant hereby made is restricted in its exterior limits to the boundaries of the said mining premises and to any veins or lodes of quartz or other rock in place bearing gold, silver, cinnabar, legs, tin, copper, or other valuable deposits, which may have been discovered within said limits aubaequent to and which were not known to exist, on July 12, 1949. 2, That should any vein or lode of quartz or other rock in place bearing gold, silver, cinnabar, lead, tin, copper, or other valuable deposits, be claims or known to exist within the above described premises at said last named date, the same is expressl1 excepted and excluded from these presents. 3. That the premises hereby conveyed shall be held subject to any vested and accrued water rights for mining, agricultural, manufacturing, or other purposes and rights to ditches and reservoirs used in connection with such water rights as may be recognized and acknowledged by the local laws, customs, and decisions of the Courts. And there is reserved from the lands hereby granted a right of way thereon for ditches or canals constructed by the authority of the U. S. 4. That in the absence 'of necessary legislation by Congress, the Legislature of Colorado may provide rules for working the mining claim or premises hereby granted, involving easements, drainage and other necessary means to the complete development thereof. Doc#175675 continued 4. As the Lots 10, 11, 12 and 15 in said Sec. 1, and Lots 21,22, 23, and 24 in said Section 2, this patent is issued subject to the provisions of the Act of Dec. 29, 1916 (39 Stat. 862) with reference tothe disposition, occupancy and use of the land as permitted to an entryman under said Act. Filed for record April 10, 1951 at 8:06 o'clock A. M., and recorded in Book 257 a Page 543 thereof. Doc#175676 - MINING DEED - Jessye B. Alberts, formerly Jessye B. Bellis also formerly known as J. B. Metivier to Deloa D. Potter. Dated June 15, 1950. Akn, June 29, 1960 before Robert S. Leon, N. P. County of , Utah. Cons. $10.00. Rev. 550. Convey The Pratt No. 9 Placer Mining Claim, comprising the SES of Sec. 10, in Tp. 6 S., R. 97 W., 6th. P. M., and The Pratt No. 10 Placer Mining Claim, comprising the NEk of Sec 10, Tp. 6 S., R. 97 W., 6th. P. M., Garfield County, Colorado, Filed for record April 10, 1951 at 8:08 o;clock A. M.,•in•Book 257 at Page 545 thcre.f. Doc#175677 and 678 C.M. Doc#176679 - RELEASE DEED OF TRUST - Public Trustee of Garfield County, Colorado to James Meeney and Gladys Meaney. Dated April 10, 1951. Ackn. April 10, 1951 before Adah M. Baillie, N. P. Garfield County, Colorado. Recites that the note secured by Deed of Trust dated September 9, 1949 and recorded in Book 245 at Page 30 on September 14, 1949 has been fully paid end satisfied; together with all charges and interest thereon. Therefore, at the request for release by The First National Bank of Glenwood Springs, Colorado by Erwin D. Cramp, Cashier, the Legal holder of said indebtedness secured by said deed of trust, the Public Trustee of Garfield County, Colorado hereby releases and quit claims unto James Meaney and Gladys Meaney, and their heirs azd asaigns, all the right,title and interest which ha has in and to all that property conveyed in trust in and by Document No. 169760. Filed for record April 10, 1951 at 11:00 o;clock A. M., and recorded in Book257 at Page 547 thereof. Doc#175680 - RELEASE OF INHERITANCE TAX LIEN - Estate of Selma Neppel. By: John W. Metzger, Attorney General of Colorado. Dated September 7, 1949. Date of.Death: July 25, 1949. It appearing to the attorney general that it is not•neceasary to preserve the 1 ie granted by the Colorado inheritance tax law against the hereinafter described real • estate, in which the above named decedent had an interest, by virtue of the authority vested in me under the provisions of Section 66; Chapter 85, 1935, -Colorado Statutes Annotated, as amended, I do hereby forever release and discharge the inheritance tax lien against the following described real estate, to -wit: The N1 of that tract of land described as- The West 300 feet measured from the center of the County Highway (now StateMighway No. 82) of the Soi$i 99 feet of the North 469 feet of that portion of the NE's of Sec. 16, Tp, 6 S „ R. 89 W.; 6th. P. M., Garfield County, Colorado situate, lying and being on the East side of and coincident with center line of said highway, being Crand•Avenue, in the City of Glenwmd Springs extended South, there is also conveyed a proportionate interest in and to the ditch' and water righs belonging to and used in connectionwith'said described tract, said right being evidenced by Capital Stock do the Glenwood Irrigation Company held in the name of Martha Neppel and Selma Neppel, as joint tenants, Warranty Deed recorded Dec. 12, 1945. NE'k, N1/2SEt and SEkSEt of Sec. 13, E1/2NEk Sec. 24, Tp. 6 S.R. 89 W., 6th. P. M., Colorado containing 360 acres, record owner, Selma Neppel, Patent October 25, 1935. NWtSW} Sec. 24, Tp. 6 S., R. 89 W., 6th_ P. M., Colorado containing 40 acres, n Recorded Dec. 20 1963 at $:3$ A. M. Reception Ho. 223760 Chao. 4. Keegan Recorder WARRANTY DEED Book 355 page 5 REDD RANCHES, a Utah corporation, qua'i£ied to d: hisl,iess in the State of Colorado under the name of REDD RANCHES, " C. whose address is LaSal, County of San Juan, and State of Utah, f,r she consideration of TEN DOLLARS AND OTHER VALUABLE CONSIDERAT:ON, in hard paid, hereby sells and conveys to ROBERT LATHAM and J.1 -IN H. LATHAM whose address is DeBeque, County of Mesa, and State of Colorado, the following real property in the County of la, -.41,1 State -,nd State of Colorado, to -wit: Township 5 South, Range 96 West, 6th P.M. Section 32: SE; Section 33: SW ; Township 6 South, Range 91 West, 6th P.M. Section 1: Lots 9, 10, 11, 12, 15 and 16; and Lots 17, 1$, 19, 22, 23 and 24 (formerly Lots 5, 6 and 7); Section 2: Lots 11, 12, 13, 14, N -L -SE; Section 3: Lots 6, 7, 8, 9, 10, 11, 14, 15 "Section 4: Loand ts121an6, S d 13; 3E4, E2SW4j and Lots 10, 11, 14 and 15; with all its appurtenances and warrants the title to the same, subject to 1964 taxes and all subsequent taxes; AND SUBJECT to prior mineral reservations, AND EXCEPTING and reserving unto Grantor all mincral i l:: and qr.der aha ab-ve described ]and`, -' previously reserved, together with the right to prospect for, mine and remove the same. mmTmwerAmi .41 in 1111j 1111j Are `;, Signed this 57 --"Ray of December,. 1963. REDD RANCHES / 6,cretar STATE OF UTAH COUNTY OF SAN JUAN ) ss. The foregoing instrum-j was mecknow ed d befo .me ±, %0 day of Dece r, 1963 by /, AZ{ la- hes and �G,[,� as "-cretary of Re Ranches, �arUtah ent corporation ua ified to do business in the State of Co]e,j.ado under the name o Redd Ranches, Inc. WITNESS my hand and official seal. My commission expires: (�y� �- /Q64‘ • "4.. $'sF-10 4,-zuFl -inizr a d'i bg;? WaksY. 41K?'ifta-P x 45:Ekb,:t ,401 il::Ixe*+L'-"4.- a7c Recorded at / h �a o'clock h M 11416 2 0 1987 Reception No 305147 MILDrED ALSDORF, RECORDER GARFIELD COUNTY, COLORADO rt#414 44. WARRANTY DEED 719 m;51.0 BOOK 1655 PAGE 267 1462242 NC HO FEE 10:18 AN `L 21,1927 E.SAVYER,CERLREC;If 5A CTY,CE LATHAN RANCHES, a Colorado partnership, whose address is DeBeaue, Colorado, for the consideration of Ten Dollars and other good and valuable consideration in hand paid, hereby seLl(s) and convey(s) to ROTH LATHAm, whose legal address is DsBeque, Colorado, 81630, an undivided one-half interest in and to all minerals now owned by the Grantor lying in and under the following described real property in the Counties of Hese and Garfield, State of Colorado, to -wit: Township 5 South, Range 96 West of the 5th F.H. Section 24: 514 SWk, 84 52 Section 32: N4 NEk, SWk NEk, N444, 84 SA, SE4 SEk Section 33: S1ri GARFIELD AUG 2 0 1981 State Doc. Fee Township 6 South, Range 97 Vest of the 6th P.N. Section 1: Loco 9, 10, 11, 12, 15, l6, 17, 18, 19, 22, 23 end 24 Section 2: Lots 11, 12, 13 and l4, Nk SE$ Section 3: Lots 6, 7, 8, 9, 10, 11, 14, 15, and 16, SVA Section 4; Lots 10, 11, 12, 13, 14 and 15, SE4. 811 SWk ALL IN GARFIELD COUNTY, COLORADO Township 8 South, Range 97 West of the 6th P.M. Section 26: S4 9104: that part of the Nk SWk and Rik SEk lying South and East of the right of way of the Bluestone Ditch as described in Book 63 at page 193. Section 27: That part of the SF3 SEk lying South and East of the right of way of the Bluestone Ditch as described in Book 57 at page 191; that part of the N4 5E4 SWk lying Went of the tight of way for Highway 6 and 24. Section 33: That part of the Eli NV% Lying South of the Colorado River and that part of the SWk NFk lying East of the Colorado River. Section 34: NE4 NE4; NE4 SE4; NMI N1At; 8141 5W4 16Wk except tract of lend described as follows: Commencing at the SW Corner of said Section 34 and considering the West line of said Section 34 to bear N 01'13'30" F.; thence H 01'13'30" E 3312.29 feet; thence 5 80'48'55" E 658 feet to the True Point of Beginning; thence N 01'09'00" E 663.38 feet; thence H 88'53'46" W 162.00 feet; thence S O1°09'00" W 663.15 feet; thence S 08'40'55" E 162.00 feet to the true point of beginning; wt 81.01 5Wk N'dk; and N616 SS711. Section 35: Wk NWk and 1184 NW4. ALL IN 1155A COUNTY, COLORADO. • `lei?��'�''.`R+r:isi3;riIea 1'*Y-b:xw?tiNW��,j+t;,�iklivR►$iFlk.16-0Ur+)FMSEA rt tgJ�'S. dr.'- p t Fla 719 PM 511 BOOK 161353 PAGE 268 TOGETHER REIN the right of ingress and agree., for the purposes of mining and producing same. With all its appurtenances and warrants title to the same. Signed this 1st day of July, 1987. Ruth Latham. partner STATE OF COLORADO ) ) ss COUNTY OF MESA LSTHA% RANCHES. a Coyne5o partnership Robert Latham, partner Alma "Latham.;Js'2 para r The foregoing instrument was acknowledged before ne this/4,24' July, 1987, by Ruth Latham, Robert Latham and Alma Latham, �ne s day of LATHAN RANCHES, a Colorado partnership. Partners in y. K l / -•con%lasion expires: � ad fid°" Witness- m°y hand and official sea]. 3t�QTAR s: 10L o. Notary Public 6r..0 n•LC . 7 _Z_ When recorded return to: Elizabeth A. Sharrcr, Esq. HOLLAND & HART, LLP P.O. Box 8749 Denver, CO 80201 1 III111 I I111111111111111111111111111111k II1111111 14 1111 1cf3R11 1ef 3R16.130D121.48GRRI'1ELDCOUNTY C SPECIAL WARRANTY DEED THIS DEED, made this 13t1gyyofNovember,2006,between Thomas F.Latham ofthe County of Mesa, State of Colorado, grantor and Berry Petroleum Company, a Delaware corporation whose legal address is 95017e' Street, Suite 2400, Denver, Colorado 80202, of the City and County of Denver, State of Colorado, grantee: WITNESSETH, That the grantor, for and in consideration of the sum of One Million Two Hundred Fourteen Thousand Seven Hundred Eighty Dollars (St,214,780.00), the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey and confirm unto the grantee, its successors and assigns forever, all the real property, together with improvements, if any, situate, Tying and being in the County of Garfield, State of Colorado, described as follows: All o f the interest of the grantar, being an undivided one.half interest, in and to the real property described on Exhibit A, attached hereto and by this reference, made a part hereof also known by street and number as: vacant land TOGETHER with all and singular the hereditaments aad appurtenances thereto belonging, Orin anywise appertaining, and the reversion and reversions, re mainderandremaindera,rents, issues and profits IhereoP, and alt the estate, tight, tide, interest, claim and demand vehataocver of the grantor, either in law or equity, of, in and to the above bargained premises, with the hereditamenta and appurtenances, SUBJECT TO the Permitted Exceptions set forth on Exhibit B, attached hereto and by that reference made a part hereof; TO HAVE AND TO HOLD the said premises above bargained and described with the appurtenances, unto the grantee, its successors and assigns forever. The grantor, for himself, his heirs and personal representatives or successors, does covenant and agree that he shalt and will WARRANT AND FOREVER DEPEND the above -bargained premises in the quiet and peaceable possession of the grantee, itsaueeesaars end assigns, against all and every Ramon Or persons claiming the whole or any part thereof, by, through or under the grantor. RESERVING unto grantor a non-exclusive easement over and across those existing two. track mads crossing the following lands: Section 29: SW VSE'14, SEySE'Y.; Section 32: NE 4NE'/,; and Section 33: NW 1/4S W'/, SW %SW %r, all in Township 5 South, Range 96 W est of the 6" P.M„ County of Garfield, State of Colorado; for purposes of ingress and egress to the adjacent property currently owned by grantor which is described as: Section 1: Lots 9 and 16; and Section 2: Lots 11, 12,13,14 and Ni5S1314; all in Township 6South, Range 97 West ofthe County o f Garfield, State of Colorado (the "Retained Property'); in conne tion with the residential, ranching, or recreational use of the Retained Properly by the owner thereof. Grantee shall have the right to relocate the access road used by grantor at any time, so long as the relocated items road provides reasonably equivalent access to the Retained Property. 1N WITNESS WHEREOF, the grantor has executed this deed on the date set forth above. STATE OF COLORADO ) ) as. COUNTY OP GARFIELD ) Thomas F. Latham The foregoing inatnun entwas aeimowledged before me on this 1 day of November, 2006, by Thomas F. Latham. "e r and � and official seal.NODT,•�Ni4( Etsrt1 x ;res: {:11--"15°‘STATE OF COLOU A.4 :; .ry My Commission Expires ~-7' 08i27:)`"• • Notary Public r • 1111111111111111111111111111111111111111111111111111111 711208 11/15/2006 03:44P 81863 P982 M ALSDORF 2 of 3 R 16.00 D 122.46 GARFIELD COUNTY CO EXHIBIT "A" Parcel I Township 5 South, Range 96 West of the 6'h P.M. Section 29: S'A S14 [160 acres] Section 32: NEK NE'h, NW'/4, N% SW 1/4, SE'/e SW'/, WA NE'/4, [400 acres] (part of) Tax Parcel No. 213532100009 [560 acres more or Tess] Parcel 2 Township 5 South, Range 96 West of the 6th P.M. Section 32: SE'/4 Section 33: SW'/4 (remaining part of) Tax Parcel No. 213532100009 [320 acres] Parcel 3 Township 6 South, Range 97 West of the 6'h P.M. Section 1: Lots 10,11, 12, 15, 17, 18, I9, 22, 23 and 24 (part of) Tax Parcel No. 216901100001 [334.78 acres more or less] all in the County of Garfield, Colorado, 1111111 11111 1111111 1110 111 111 110111 111 11111111 1111 711206 11/15/2006 03:44P 81863 P883 11 ALSDORF 3 of 3 R 16,00 D 121.48 GARFIELD COUNTY CO Exhibit B 1. Rights or claims of parties in possession not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Discrepancies, conflicts in boundary lines, shortage in arca, encroachments, and any facts, which a correct survey and inspection oflhepremises would disclose, and which arc notshown by the public records. 4. This paragraph intentionally deleted. 5. This paragraph intentionally deleted. 6. Taxes and assessments for 2006 and subsequent years, a lien not yet due or payable. 7. This paragraph intentionally deleted. 8. Any and all water rights, claims, or title to water, whether or not the matters excepted arc shows by the public record. 9. Righl of way for ditches or canals constructed by the authority oldie United States, as reserved in United States Patent recorded January 16, 1925 in Book 112 at Page 424 end reservation of all oil and gas, together with the right to prospect For. mine and remove the same pursuant to the provisions and limitations of the Act of July 17, 1914 in said Patent, and any and all interests therein or assignments thereof. 10. Right of wayfor ditches or canals constructed bythe authority of the United Slates, as reserved in United Slates Patent recorded May 14, 1940In Book 194 at Page 615 and reservation of all coal and other minarets, together with the right 10 prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 in said Patent, and any and all interests therein or assignments thereof. 11. Right of way for ditches or canals constructed by the authority of the United Stales, as reserved in United Slates Patent recorded January 28, 1943 in Book 208 a1 Page 138 and reservation of all coal and other minerals, together with the right to prospect For, mine and remove the same pursuant to the provisions and limitations of the Act of December 29.1916 in said Patent, and any and all interests therein or assignments thereof. 12. Reservations, conditions and stipulations contained in United Slates Patent No. /431391 recorded April 10, 1951 in Book 257 at Page 543 including, but not limited to the following: Thal the grant hereby made is restricted in its exterior limits to the boundaries of the said mining premises, and to any veins or lodes of quartz or other rock in place bearing gold, silver, cinnabar, lead, tin, copper and other valuable deposits which may have been discovered within said limits subsequent to and which were not known to exist an July 12, 1949. That should any vein or iode of quartz or other rock in place bearing gold, silver, cinnabar, ]cad, tin, copper or other valuabledeposits, be claimed or known to exist within the about• described premises at said last-named dated, the same is expressly excepted and excluded from these presents. Right of way for ditches or canals constructed by the authority of the United Slates. 13. Reservation of all minerals, together with the right to prospect for, mine and remove the some as reserved by Redd Ranches in Warranty Deed recorded December 20, 1963 in Book 355 al Page 5, and any and all interests therein or assignments thereof. 14. Conveyance to Ruth Latham of an undivided one•half interest in and to nil mincralsowned by Latham Ranches in Warranty Deed recorded August 20, 1987 in Book 719 al Pagc 510, and any and all interests therein or assignments thereof. 15, Lack ore right of access to and from the subject property. 1111111111111IIII1I 111111111 IIII 1111111111111111111 III 711207 11/15/2006 03:46P B1863 P984 11 ALSDORF 1 of 3 R 16.00 D 121.48 GARFIELD COUNTY CO Ween recorded return for Elizabeth A. Shiner, Paq. HOLLAND & HART, LLP P. O. Box 8749 Denver, CO SO201 PERSONAL REPRESENTATIVE'S DEED THIS DEED is detect November j 2006, and is made between Karen Lee Latham and Ginger Latham, as Co -Personal Representatives of the estate of Charles Harvey Latham, deceased, "Grantor and Berry Petroleum Company, a Delaware corporation, "Grantee," whose legal address is 950 17m Street, Suite 2400, Denver, Colorado 80202, of the City and County of Denver, State of Colorado. WHEREAS, the decedent died on April 16, 2004 and Grantor was duly appointed Co. Personal Representatives of said estate by the District Court in and for the County of Mesa, Slate of Colorado, Probate No. 04 PR 116, on the date of April 28, 2004, and is now qualified and acting in said capacity, NOW THEREFORE, pursuant to the powers conferred upon Grantor by the Colorado Probate Code, Grantor does hereby sell and convey unto Grantee, for and in consideration of One Million Two Hundred Fourteen Thousand Seven Hundred Eighty Dollars ($1,214,780.00), the following described real property situate in the County of Garfield, State of Colorado: All of the interest of the Grantor, being an undivided one-half interest in and to the real property described on Exhibit A, attached hereto and by this reference made a part hereof also known by sheet address as: vacant land and assessor's schedule or parcel number: Sea Exhibit A, attached hereto and by this reference -made a part hereof, With ail appurtenances, SU$JECT TO the Permitted Exceptions act forth on Exhibit 0, attached hereto and by that reference made a part hereof RESERV1NG unto Grantor a oon•excluaive easement over and across those existing two - track roads crossing the following lends: Section 29: SW%SE%,, SEYSEY.; Section 32: NE1NEY.; and Section 33: NWrf,S W'/y SW y.SWY,; all in Township 5 South, Range 96 West of the 68 P.M., Courposes roperty ccurrently owned by Grantor which isty of Garfield, State of sddescr by Section Lots andngress and t6 and Sectioto the adjacent: Lo ts 11, 12, 13, 14 and NDSB'/,; all in Township 6 South, Range 97 West of the 68 P.M., County of Garfield, Stale of Colorado (the Retained Property); in connection with the residential, ranching, or recreational use of the Retained Property by the owner thereof; Grantee shah have the right to relocate the access road used by Grantor at any time, ao long as the relocated access road provides reasonably equivalent access to the Retained Property, above. 114 WITNESS WHEREOF, the Grantor has executed this deed on the date sat forth Grantor: Co -Personal Representatives of the estate of Charles Harvey Latham, Deceased [saran lee Latham STATE OF COLORADO ) ) COGNty OF GARFIELD ) ss. The foregoing instrument was aclurowledged before me this 3 day of 2006, by Karen Lee Latham and Ginger Latham as CaPersons] Representatives of I Charles HarveyLathartt, Deceased. WITNESS my !rand and official seal, USNN-' UBLIt'- $ TATE OF (()LONA O ::' NOTARY } CoF 4;,2,120013he estate of My commission expires: girl01't, C�._ _ ` • ) —� Not:. 'u 1111111 111111111111 1111111111111111111111111 11111111 711207 11/15/2006 03:46P 81863 P885 11 RLSD0RF 2 of 3 R 16.00 D 121.48 GARFIELD COUNTY CO EXHIBIT "A" Parcel 1 Township 5 South, Range 96 West of the 61h P.M. Section 29: S''/ S%: [160 acres] Section 32: NE'/ NE'/., NW 1/4, N%2 SW'V4, SE1 SWV, W% NE%, [400 acres] (part of) Tax Parcel No. 213532100009 [560 acres more or less] Parcel 2 Township 5 South, Range 96 West of the 6th P.M. Section 32: SE'/ Section 33: SW' (remaining part of) Tax Parcel No. 213532100009 [320 acres] Parcel 3 Township 6 South, Range 97 West of the 6'h P.M, Section 1: Lots 10,11, 12, 15, 17, 18, I9, 22, 23 and 24 (part of) Tax Parcel No. 2I6901100001 [334.78 acres more or less] all in the County of Garfield, Colorado, 1 11101 11111 111110 11111 1111 1111 1111111 III 1111111111111 711207 11/16/2006 03;46P 61663 P986 !f ALSDORP 3 or 3 R 16.00 D 121.46 GARFIElD COUNTY CO Exhibit B 1. Rights or claims of parties in possession not shown by the public records. 2. Basements, or claims of eesemeots, not shown by the public records. 3. Discrepancies, conflicts in boundary Tines, shortage in area, encroachments, and any facts, which a correct survey and inspection of the premises would disclose, and which are ool shown by the public records, 4. This paragraph totentionally deleted. 5. This paragraph intentionally deleted. 6. Taxes and assessments for 2006 and subsequent years, a lien not yet due or payable. 7, This paragraph inteotionaily deleted. 8. Aoy and all water rights, claims, or title to water, whether or not the matters excepted are shown by the public record. 9. Right of way far ditches or canals constructed by the authority of the United Slates, as reserved in United States Patent recorded January 16, 1925 in Book 112 at Page 424 and reservation of al! oil and gas, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of July 17, 1914 in said Patent, and any and all interests therein or assignments thereof. 10. Right of way for ditches or canals constructed by the authority ofthe-United States, asreserved in United States Patent recorded May 14, 1940 in Book 194 at Page 615 and reservation of all coal and other minerals, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 in said Patent, and any and all interests therein or assignments thereof. 11. Right of way for dioches or eansiS constructed by the authority of the United States, as reserved in United States Patent recorded January 28, 1943 in Book 208 el Page 138 and reservation of all coal and other minerals, together with the right to prospect for, mine and remove the same pursuant 10 the provisions and limitations of the Act of December 29, 1916 in said Patent, and any and all interests therein or assignments thereof, 12. Reservations, conditions and stipulations contained in United Stales Pateet No. 1431391 recorded April 10. 1951 in Book 257 a1 Page 543 intruding, but not iimited to the following; • That the grant hereby made is restricted in its exterior limits to the boundaries of the said mining premises, and to any veins ar lodes of quartz or other rock in place bearing gold, silver, cinnahar, lead, tin, copper and other valuable deposits which may have ban discovered within said limits subsequent to and which were not known to exist on July 12, 1949. Thal should any vein or lode of quartz or otber rock in place bearing gold, silver, cinnabar, lead, lin, copper or other valuable deposits, be claimed or known to exist within the abov e - described premises at said last-named dated, the same is expressly excepted and excluded from these presents. Right of way for ditches or canals constructed by the authority of the United States. 13. Reservation ofall minerals, together with the right to prospect for, mine and remove the same as reserved by Redd Ranches in Warranty Deed recorded December 20, 1963 in Book 355 al Page 5, and any and all interests therein or assignments thereof. 14. Canvcyanco to Ruth Latham ufan undivided one-half interest in and to all minerats owned by Latham Ranches in Warranty Deed recorded August 20, 1987 in Book 719 at Page 510, and any and all interests therein or assignments thereof. 15. Lack of a right of access to and from the subject property. ■1111fhLl1]11hAA11hriNfl,11N,hNrliM 1010ii 11111 R•.apu..0, 7387as 12706 812A¢B7 p¢1 26:2I Pe ,lean a Elco 1 a1 Aaa Fss:Y26.Be tea Fes; CiWFI ELB eO1.WTY Ce When recorded /Own m: Mary Ann Adams Berry Petroleum Company 950 176 Steel, We 2400 Denver, CO 80202 CONNECTED ROAD RIGHT-OF-WAY GRANT AND EASEMENT THIS RIGHT-OF-WAY GRANT AND EASEMENT (this "Grant") is entered into effective the i4M day of kV= ber , 200$ ("Effective Date"), from BERRY PETROLEUM COMPANY, a Delaware corporation whose address is 950 Seventeenth Street, Suite 2400, Denver, Colorado 80202 ("Grantor"), to CHEVRON SHALE OIL COMPANY, a division of Chevron U.S.A. Inc., whose address is 11111 S. Wilcrest, Houston, TX 77099 ("Grantee"). Grantor and Grantee (the "Parties") agree as follows: For and in consideration of the sum of Ten Dollars (SIo.00) and other good and valuable consideration including the Garden Gulch Road Extension Agreement dated January 26, 2007, among the Parties, Garden Gulch, LLC, Petroleum Development Corporation, Marathon Oil Company, POR Partners, LLC, Teton Pittance, LLC and Williams Production RMT Company (the "Agreement"), the receipt and sufficiency of which are hereby aolmowledged, Grantor hereby grants, conveys and transfers unto Grantee, its successors and assigns, a perpetual, irrevocable, non- exclusive, cost-free right -of --way and easement to use the Connected Road (as hereinafter defined) for all lawful purposes including, without limitation, a corridor for ingress and egress to and from Grantee's surface Janda for all purposes including oil shale exploration and development, and including, without limitation, maintenance , upgrading and widening of the mad to be constructed by Grantor as is described in Section g.a of the Agreement (the "Connected Road") in, on, over, under, or through the lands situated in Garfield County, State of Colorado, being more particularly described on Exhibits attached hereto and incorporated herein by this reference (the "Lands"). The Connected Road is more particularly depicted and described on Exhibit B hereto, being an "as - built" survey of the Connected Road, and being specifically limited within such Lands to the corridors described in said Exhibit B, The width of said right -of --way and easement shell be limited to one hundred feet (100), being fifty feet (50') on either side of the centerline of the Connected Road as constnrcted. To have and to bold unto Grantee, its successors and assigns, for use by Grantee, its successors, assigns, agents, employees, contractors, and invitees. The right-of-way and easement granted herein is nonexclusive and, except as otherwise expressly provided berein, Grantor reserves unto itself and its successors, assigns end lessees, all rights and uses in, to, over and under the Lands other than those specifically granted herein; provided that, except in connection with the construction, operation and maintenance of the Connected Road, Grantor agrees not to build create, construct or permit to be built, created or constructed, any obstruction, building, reservoir, engineering works or other structure over, under or on the right-of-way and easement granted herein without the express prior written consent of Grantee, which shall not be unreasonably withheld, delayed or conditioned, Grantee shall have all rights sod benefits necessary for the intended use and maintenance of the rights herein granted, including but not limited to, the right of ingress and egress over and across the Lands solely for the purpose of exercising Grantee's rights hereunder. Grantee shall observe and comply with all applicable federal, state and local rules, regulations and policies ("Applicable Laws") while on or cuing the Connected Road. Grantee shall fully defend, protect, indemnify and hold harmless Grantor, its employees, contractors, subcontractors, agents and invitees from and against any and all claims, demands, causes of action, damages, obligations and liabilities (including reasonable attorneys fees fond costs, and including any and all environmental claim, demands, causes of action, damages, obligations or liabilities) which may be asserted by Grantee or its officers, directors, employees, contractors, subcontractors, agents or invitees, or which may be asserted by any third party on account of bodily injury, death, property damage, or violation of Applicable Laws, caused by, resulting from or in any way incidental to Grantee's, or Grantee's officers, directors, employees, contractors, subcontractors, agents or invitees' use of, or activities and operations on the right-of-way and easement granted herein. 5 hhirlO iriGrpthfJ + 11111 Rsoep5q5278P 3al527o co Grantor makes no warranties ar representations, express or implied, as to its title, interest or rights in the Lands, or that the Lands are suitable for the right -of --way or easement herein granted or any other purpose; provided that Grantor warrants and represents that it has the full right and lawful authority to grant and convey the right-of-way and easement granted and conveyed by it hereunder. Grantee shall not suffer or permit to be enlbtced against the Lands or Connected Road, or any part thereof, any mechanics, materialman's, contractors or subcontractors' liens arising from or any claim for damage growing out of any operation, repair, restoration, replacement or improvement by Grantee on the Lands or Connected Road, or any other similar claim or demand howsoever the same may arise, but Grantee shall pay or cause to be paid all of such liens, claims or demands before any action is brought to enforce the same against the Lands or Connected Road. This Grant cannot be modified, except in writing signed by all parties hereto. The provisions of this Grant are a covenant running with the land and shall extend to and be binding upon the heirs, executors, administrators, personal representatives, successors, and permitted assigns of Grantor and Grantee. If either Party is in breach of or defaults under a provision of this Grant, the non -defaulting Party shall have all rights at law and in equity available as a result of the other Party's breach or default of this Grant. Any notice, demand or election under this Grant shall be in writing and shall be given in person or by means of telecopy or other wire transmission, or mailed by registered or certified mail, or by reputable overnight courier, addressed to the applicable Party at the address first set forth above, or such other address as such Party shall notify the other of in writing. This Grant shall be recorded intl:e real property records of Garfield County, Colorado. This Grant shall be governed by and construed in accordance with the laws of the State of Colorado. This Grant may be executed in two or more counterparts all of which shall be considered one and the same document IN WITNESS WHEREOF, the parties have executed this Grant as of the Effective Date. Grantee: Grantor: CHEVRON SHALE OIL COMPANY, BERRY PETROLEUM COMPANY, a division of Chevron U.S.A. Inc. a Delaware yL' 1'ation By: C• A - Title: 44,4,OAPp • By: Title: r•^ STATE OF COLORADO ) )ss. CITY AND COUNTY OF DENVER ) The foregoing ins_trupant was acknowledged before me this day of (,Oiat,G.r , 2007, 6 r' v1 . as Vit -Er S•-rodeatOion of 16ERRY PETROLEUM COMPANY, a Delaware corporation on behalf of said corporation. Witness my hand and official seal. Not Ii� OA/Ala/��J r2d 111111Fitire,MIiIYIYINIV1N II rn I# WAN 11111 1127tL nB: 73072".,N1.716%,... 2087 �1,25i21 Rva e:$26,COUNTY C STATE OF COUNTY OF S )ss. The •foie o g}� tru rt wa a owled ed • •re me illi da 2007, byd • V ( rgiaf as o'r t SHALE OI COMPANY, a division of Chevron U.S, Inc„ on be ir ert ary Public: Witness my hand and official seal. My Commission Expires. P11 of CHEVRON alf of said corporation. 3 1111 ri.101311,10,Nhiiper4ClifiltWILIN 11111 Rec.otion8: 7382z783 43a 68=5 0 F.. p8,88 D84 uFn.0y0k6ARF1ELD CRUM CG EXHIBIT A THE LANDS Parcel 1 Township 5 South. Range 96 West of the 6th P.M. Section 29: Sin Stn [160 acres] Section 32: NEriNEL%NWu4.NmSWI*8E1/4SWua.WLnNEv4,[40Dacars,MOM or less) (pert of) Tax Parcel No. 213532100009 Parcel Township 5 South. Range 96 West of the 6°i P.M. Section 32: SEu4 Section33: SW1/4 (remaining part of) Tex Parcel No. 213532100009 [320 acres, more or less] Parcel Township 6 South, Ranae97 West of the 6m P.M. Section 1: Lots 10, 11, 12, 15, 17, 18, 19, 22, 23 and 24 (pert of) Tax Parcel No. 216901100001 [334.78 acres n5ore or less) all in the County of Garfield, Colorado, 4 101livirs411pItoo,wraeciawlelifihI 11111 R (5 /25 nk: 738788 12!06!1807 01:Y6:R1 it Jaan Al%sis0 6 0� 6 Ren n:626. 80 000 FNc .Bm p0(!F]EL8 COIRrtT CO Ell Pi, ✓i11F4i ItIit CPCI Nhk?IN 11111 Raer.":7a: �7b79 1206Aail9i.00 Da* y y Fe Ringe (MOULD CCttlTY Ce When recorded return co: Mary Ann Adams Berry Petroleum Company 93017° Sliest, Suite 2400 Denver, CO 80202 CONNECTED ROAD RIGHT -OF WAY GRANT AND EASEMENT THIS RIGHT-OF-WAY GRANT AND EASEMENT (this "Grant') is entered into effective the 14'4 day of November, 2006 ("Effective Date"), from BERRY PETROLEUM COMPANY, a Delaware corporation whose address is 950 Seventeenth Street, Suite 2400, Denver, Colorado 80202 ("Grantor"), to WILLIAMS PRODUCTION RMT COMPANY, whose address is 1515 Arapahoe Street, Tower 3, Suite 1000, Denver, CO 80202 ("Grantee"). Grantor and Grantee (the "Parties") agree as follows: For and in consideration of the sum of Ten Dollars (810.00) and other good and valuable consideration including the Garden Gulch Road Extension Agreement dated January 26, 2007, among the Parties, Garden Gulch, LLC, Petroleum Development Corporation, Marathon Oil Company, PGR Partners, LLC, Teton Piceance, LLC and Williams Production RMT Company (the "Agreement"), the receipt and sufficiency of which are hereby aclmowledged, Grantor hereby grants, conveys and transfers unto Grantee, its successors and assigns, a non-exclusive, Dost -free right-of-way and easement, to use for all lawful purposes, the Conneoted Road (as hereinafter defined) situated in Garfield County, State of Colorado, being more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the "Lands"). The Connected Road is more particularly depicted and described on i3xhjbiLB hereto, being an "as.bullt" survey of the Connected Road, and being specifically limited within such Lands to the corridors described in said Exhibit B. The width of said right-of-way and casement shall be limited to one hundred feet (100'), being fifty feet (50') on either side of the centerline of the Connected Road as constructed. To have and to hold unto Grantee, its successors and assigns, for use by Grantee, its successors, assigns, agents, employees, contractors, and invitees. The right-of-way and easement granted herein is nonexclusive and, except as otherwise expressly provided herein, Grantor reserves unto itself and its successors, assigns and lessees, all rights and uses in, to, over and under the Lands other than those specifically greeted herein; provided that, except in connection with the constriction, operation and maintenance of the Connected Road, Grantor agrees not to build, create, construct or permit to be built, created or constructed, any obstruction, building, reservoir, engineering worts or other structure over, ander or an the right-of-way and easement granted herein without the express prior written consent of Grantee, which shall not be unreasonably withheld, delayed or conditioned. Grantee shall have all rights and benefits necessary for the intended use and meintenaoce of the rights herein granted, including but not limited to, the right of ingress and egress over and across the Lands solely for the purpose of exercising Grantee's rights hereunder. Grantee shall observe and comply with all applicable federal, state and local rules, regulations and policies ("Applicable Laws") while on or using the Connected Road. Grantee shall fully defend, protect, indemnify and bold harmless Grantor, its employees, contractors, subcontractors, agents and invitees from and against any and all claims, demands, causes of action, damages, ohligations and liabilities (including reasonable attorneys fees and costs, and including any and all environmental claims, dements, causes of action, damages, obligations or liabilities) which may he asserted by Grantee or its officers, directors, employees, contractors, subcontractors, agents or invitees, or which may be asserted by any third party on account of bodily injury, death, property damage, or violation of Applicable Laws, caused by, resulting from or in any way incidental to Grantee's, or Grantee's officers, directors, employees, contractors, subcontractors, agents or invitees' use of, or activities and operations on the right -of --way and easement granted herein. Grantor makes no warranties or representations, express or implied, as to its tide, interest or rights in the Lands, or that the Lands are suitable for the right-of-way or easement herein granted or any other purpose; provided that Grantor warrants and represents that it has the full right and lawful authority to grant and convey the right-of-way and easement granted and conveyed by it hereunder. 1111 P1Sel4El 6,14 ll1tynitytMN lllll ReaaptiimIC 738784 12/66/269701c26:21 Pl Jun lilberlae 2 a1 6 a Pa•:S79.9A boo Fea:6.66 G4RPID P GZWM CO Grantee shall not suffer or permit to be esiforced against the Lands or Connected Road, or any part thereof, any mechanics, materialman's, contractors or subcontractors' liens arising from or any claim for damage growing out of any operation, repair, restoration, replaosment or improvement by Grantee on the Lando or Connected Road, or any other similar claim or demand howsoever the same may arise, but Grantee shall pay or cause to be paid all of such liens, claims or demands before any action is brought to enforce the same against the Lands or Connected Road. This Grant cannot be modified, except in writing signed by all parties hereto. The provisions of this Grant are a covenant running with the land and shall extend to and be binding upon the heirs, executors, administrators, personal representatives, successors, and permitted assigns of Grantor and Grantee. If either Party is in breach of or defaults under a provision of this Grant, the non -defaulting Party shall have all rights et law and in equity available as a result of the other Party's breach or default of this Grant. Any notice, demand or election under this Grant shall be in writing and shall be given in person or by means of telecopy or other wire transmission, or mailed by registered or certified mail, or by reputable overnight courier, addressed to the applicable Party at the address first set forth above, or such other address as truth Party shall notify the other of in writing. This Grant shall be recorded is the real property records of Garfield County, Colorado. This Grant shall be governed by and construed in accordance with the laws of the State of Colorado. This Grant may be executed in two or more counterparts all of which shall be considered one and the same document. IN WITNESS WHEREOF, the parties have executed this Grant as of the Effective Date. Grantee: Grantor: WILLIAMS PRODUCTION RMT COMPANY a Delaware corporation By: 7•:eph' arrett Tit Attorney--in-Fact STATE OF COLORADO CITY AND COUNTY OF DENVER )ss. } BERRY PETROLEUM COMPANY, a Delaware corporation By:�. Title: VP frO� r lfnn Th@foregoing instrument was acknowledged before me this ,J day of November, 2007, by And,arfrort , as Vitf rre6.—'Prndtwfion of BERRY PETROLEUM COMPANY, a Delaware corporation on behalf of said corporation. Witness my hand and official seal. My Commission Expi Nor tory PGblie: MY tM srlgYntoiw rn lleats 2 1111 14/1tri{,pii,11l,Weidrflikkiki VIR•a.6pftlon8; 738781 S�Rae Fos $3' S Pon F4..e eo Ofl3IRLO COUNTY CO STATE OF COLORADO )ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this ®1& day of November, 2007, by Joseph P. Barrett, as Attorney -in -Fact of WILLIAMS PRODUCTION RMT COMPANY on behalf of said corporation. Witness ray hand and official seal. My Commission Expires: 5-2 3 1111IY+LiNIhiCih'ihi4 iC11l1h11ili 11111 ReeAptivnli' 7313784 621,1 52 R. Fu 5196® ./ F: 0 Oii OPpp RFIdfl GOI5Tf GO EXHIBIT A THE LANDS Parcel 1 Township 5 South, Range 96 West of the 6. P.M. Section 29: S:n Sin [160 acres) Section 32: NEu4NEv4,NWKNtnSW1/4,SEIMSW114,WinNEu4,(400axes, more or (as) (part of) Tax Parcel No. 213532100009 Parcel 2 Township 5 South. Range 96 West of the 6ei P.M. Section32: SEtw Section 33: SW1,4 (remaining part of) Tax Parcel No. 213532100009 [320 acres, more or less) Parcel 3 Township 6 South. Ranee 97 $real of the 6m P.M. Section 1: Lots 10,1I, 12, 15, 17,18,19, 22, 23 and 24 (part of) Tax Parcel No. 2I6901100001 [334.78 acres more or less] all in the County of Garfield, Colorado, 9 i�lk�'rIkOR aPIIhawr,rec1MiNrioi11IIJ Rec.A6leMI 72.5784 157of Roc 0:213:21 25 55 1450 906 1l1B CONTY CO r1 rr i Tstewa rt 6 M I �� N*Pr ititle of colorado Stewart Title of Colorado, Inc. Glenwood Springs Division 1620 Grand Avenue Glenwood Springs, Colorado 81601 Phone: 970-945-5434 Fax: 970-945-1135 Date: October 17, 2008 Order Number: 20761-C2, adding legal Buyer: Western Field Servicesattn: Shane McCoy Shane McCoy Seller: Chevron Shale Oil Company Property Address: , , Please direct all Escrow inquiries to: PIease direct all Title inquiries to: Cindy Scott Phone: 970-945-5434 Entail Address: cscott@stewart.com SELLER: BUYER/BORROWER: Chevron Shale Oil Company Western Field Services Shane McCoy SELLING BROKER: We Appreciate Your Business And Look Forward to Serving You in the ,Future. COMMITMENT FOR TITLE INSURANCE SCHEDULE A 1. Effective Date:, at 7:30 A.M. Order Number: 20761-C2, adding legal 2. Policy or Policies To Be Issued: Amount of Insurance (a) A.L.T.A. Owner's (b) A.L.T.A. Loan 3. The estate or interest in the land described or referred to in this Commitment and covered herein is: Fee Simple 4. Title to the referenced estate or interest in said land is at the effective date hereof vested in: Chevron Shale 011 Company, a California Corporation 5. The land referred to in this Commitment is described as follows: Township 5 South, Range 96 West of the 61h P.M. W1/2 NE1/4, NE1/4, SE1/4, Section 19; SW1/4 SW1/4, Section 20; N1/2 5112, NW114, Section 29; SEI/4 NE1/4, Section 32; SW1/4 SE1/4, SW1/4 NW114 Secton 33. County of Garfield State of Colorado Order Number: 20761C2, adding IegalC2, adding legal ALTA Commitment (6/17106) — Schedule A Page 1 of 1 Statement of Charges: These charges are due and payable before a Policy can be issued: Informational Commitment Stewart title guaranty company COMMITMENT FOR TITLE INSURANCE SCHEDULE B — Section 1 REQUIREMENTS Order Number: 20761-C2, adding legal The following are the requirements to be complied with: 1. Payment to or for the account of the grantor(s) or mortgagor(s) of the full consideration for the estate or interest to be insured. 2. Proper instrtunent(s) creating the estate or interest to be insured must be executed and duly filed for record. 3. Informational Commitment only Order Number: 20761-C2, adding legal ALTA Commitment (6117/06) — Schedule B 1 Page 1 of 1 Estewart title guaranty company COMMITMENT FOR TITLE INSURANCE SCHEDULE B — Section 2 EXCEPTIONS Order Number: 20761-C2, adding legal The policy or policies to be issued will contain exceptions to the following unless the same are disposed of to the satisfaction of the Company: 1. Rights or claims of parties in possession, not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title that would be disclosed by an accurate and complete land survey of the Land and not shown by the public records. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing the public records or attaching subsequent to the effective date hereof, but prior to the date the proposed insured acquires of record for value the estate or interest or mortgage thereon covered by this commitment. 6. Unpatented mining claims, reservations or exceptions in patents, or in acts authorizing the issuance thereof. 7. Water rights, claims or title to water. 8. Reservations and exceptions in the patent recorded at Reception No. 177423 reserving Oil, gas and other minerals. 9. Reservations and exceptions in the patent recorded at Reception No. 148485 reserving coal and other minerals. 10. Reservations as shown in document recorded September 1, 1995 at Reception No. 482617. 11. Memorandum of Agreement recorded October 7, 1999 at Reception NO. 553393. 12. Oil and Gas lease recorded June 1, 2000 at Reception No. 564392. 13. Oil and Gas Lease recorded March 18, 2003 at Reception No. 623087. 14. Affidavit of Production recorded November 2, 2005 at Reception No. 685625. Order Number: 20761-C2, adding legal ALTA Commitment (6/17/06) — Schedule B 2 Page 1 of 2 u_7 Lewart title guaranty company 15. Agreement recorded January 25, 2007 at Reception No. 715790. 16. Agreement recorded April 13, 2007 at Reception No. 721069. 17. Agreement recorded June 25, 2007 at Reception No. 726196. 18. Agreement recorded July 16, 2007 at Reception No. 728084. 19. Agreement recorded October 19, 2007 at Reception No. 735664. 20. Agreement recorded July 29, 2008 at Reception No. 753222. 21. Easement recorded December 6, 2007 at Reception No. 738783. 22. Any and all Oil and Gas Leases and any assignments thereto. 23. Lack of a right of access to and from the land. 24. Stewart Title of Colorado, Inc. - Glenwood Springs Division reserves the right to add and/or delete requirements and/or exceptions upon disclosure of additional information relating to subject property. Order Number: 20761-C2, adding legal ALTA Commitment (6/17/06)— Schedule B 2 Page 2 of 2 E_.stewart tale guaranty company ALTA Commitment (6/17/06) ALTA Commitment Form COMMITMENT FOR TUTI,E INSURANCE Issued by stewart .title guaranty company Stewart Title Guaranty Company, a Texas Corporation ("Company"), for a valuable consideration, commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the Proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest in the land described or referred to in Schedule A, upon payment of the premiums and charges and compliance with the Requirements; all subject to the provisions of Schedules A and B and to the Conditions of this Commitment. This Commitment shall be effective only when the identity of the Proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A by the Company. All liability and obligation under this Commitment shall cease and terminate six months after the Effective Date or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue the policy or policies is not the fault of the Company. The Company will provide a sample of the policy form upon request. This commitment shall not be valid or binding until countersigned by a validating officer or authorized signatory. IN WITNESS WHEREOF, Stewart Title Guaranty Company has caused its corporate name and seal to be hereunto affixed by its duly authorized officers on the date shown in Schedule A. Countersigned: Informational Commitment Only Stewart Title of Colorado, Inc. Glenwood Springs Division I620 Grand Avenue Glenwood Springs, Colorado 81601 Phone: 970-945-5434 Fax: 970-945-1135 Order Number: 2076I -C2, adding legal Stewart -title guaranty company 44 rrsi,: grieL Senior Chairman of t e Board Chairman of the Board President ALTA Commitment (6/17/06) DISCLOSURES Order Number: 20761-C2, adding legal Note: Pursuant to C.R.S. 10-11-122, notice is hereby given that: A. The subject real property may be located in a special taxing district; B. A certificate of taxes due listing each taxing jurisdiction shall be obtained from the county treasurer or the county treasurer's authorized agent; C. Information regarding special districts and the boundaries of such districts may be obtained from the board of county commissioners, the county clerk and recorder, or the county assessor. Note: Colorado Division of Insurance Regulations 3-5-1, Subparagraph (7) (E) requires that "Every title entity shall be responsible for all matters which appear of record prior to the time of recording whenever the title entity conducts the closing and is responsible for recording or filing of legal documents resulting from the transaction which was closed." Provided that Stewart Title of Colorado, Inc. conducts the closing of the insured transaction and is responsible for recording the legal documents from the transaction, exception number 5 will not appear on the Owner's Title Policy and the Lender's Title Policy when issued, Note: Affirmative Mechanic's Lien Protection for the Owner may be available (typically by deletion of Exception No. 4 of Schedule B, Section 2 of the Commitment from the Owner's Policy to be issued) upon compliance with the following conditions: A. The land described in Schedule A of this commitment must be a single-family residence, which includes a condominium or townhouse unit. B. No labor or materials have been furnished by mechanics or materialmen for purposes of construction on the land described in Schedule A of this Commitment within the past 6 months. C. The Company must receive an appropriate affidavit indemnifying the Company against unfilled mechanic's and Materialmen's Liens. D. The Company must receive payment of the appropriate premium. E. If there has been construction, improvements or major repairs undertaken on the property to be purchased, within six months prior to the Date of the Commitment, the requirements to obtain coverage for unrecorded liens will include: disclosure of certain construction information; financial information as to the seller, the builder and/or the contractor; payment of the appropriate premium; fully executed Indemnity agreements satisfactory to the company; and, any additional requirements as may be necessary after an examination of the aforesaid information by the Company. No coverage will be given under any circumstances for labor or material for which the insured has contracted for or agreed to pay. Note: Pursuant to C.R.S. 10-11-123, notice is hereby given: A, That there is recorded evidence that a mineral estate has been severed, leased or otherwise conveyed from the surface estate and that there is a substantial likelihood that a third party holds some or all interest in oil, gas, other minerals, or geothermal energy in the property; and B. That such mineral estate may include the right to enter and use the property without the surface owner's permission. This notice applies to owner's policy commitments containing a mineral severance instrument exception, or exceptions, in Schedule B, Section 2. NOTHING HEREIN CONTAINED WILL BE DEEMED TO OBLIGATE THE COMPANY TO PROVIDE ANY OF THE COVERAGES REFERRED TO HEREIN UNLESS THE ABOVE CONDITIONS ARE FULLY SATISFIED. Order Number: 20761-C2, adding legal Disclosures Stewart Title Guaranty Company Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm -Leach -Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Stewart Title Guaranty Company . We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. { Stewart Title of Colorado, Inc, Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm -Leach -Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Stewart Title of Colorado, Inc. We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Stewart Title of Colorado, Inc. DISCLOSURE The title company, Stewart Title of Colorado, Inc. - in its capacity as escrow agent, has been authorized to receive funds and disburse them when all funds received are either: (a) available for immediate withdrawal as a matter of right from the financial institution in which the funds are deposited, or (b) are available for immediate withdrawal as a consequence of an agreement of a financial institution in which the funds are to be deposited or a financial institution upon which the funds are to be drawn. The title company is disclosing to you that the financial institution may provide the title company with computer accounting or auditing services, or other bank services, either directly or through a separate entity which may or may not be affiliated with the title company. This separate entity may charge the financial institution reasonable and proper compensation for these services and retain any profits there from. The title company may also receive benefits from the financial institution in the form of advantageous interest rates on loans, sometimes referred to as preferred rate loan programs, relating to loans the title company has with the financial institution. The title company shall not be liable for any interest or other charges on the earnest money and shall be under no duty to invest or reinvest funds held by it at any time. In the event that the parties to this transaction have agreed to have interest on earnest money deposit transferred to a fund established for the purpose of providing affordable housing to Colorado residents, then the earnest money shall remain in an account designated for such purpose, and the interest money shall be delivered to the title company at closing. CONDITIONS 1. The term mortgage, when used herein, shall include deed of trust, trust deed, or other security instrument. 2. If the proposed Insured has or acquired actual knowledge of any defect, lien, encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall be relieved from liability for any loss or damage resulting from any act of reliance hereon to the extent the Company is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclose such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liability previously incurred pursuant to paragraph 3 of these Conditions and Stipulations. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and such parties included under the definition of Insured in the form of policy or policies committed for and only for actual loss incurred in reliance hereon in undertaking in good faith (a) to comply with the requirements hereof, or (b) to eliminate exceptions shown in Schedule B, or (c) to acquire or create the estate or interest or mortgage thereon covered by this Commitment. In no event shall such liability exceed the amount stated in Schedule A for the policy or policies committed for and such liability is subject to the insuring provisions and Conditions and Stipulations and the Exclusions from Coverage of the form of policy or policies committed for in favor of the proposed Insured which are hereby incorporated by reference and are made a part of this Commitment except as expressly modified herein. 4. This Commitment is a contract to issue one or more title insurance policies and is not an abstract of title or a report of the condition of title. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the provisions of this Commitment. 5. The policy to be issued contains an arbitration clause. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the insured as the exclusive remedy of the parties. You may review a copy of the arbitration rules at h ttp ://www.alta.org. stewart ►tit[e J tY company p Y All notices required to be given the Company and any statement in writing required to be furnished the Company shall be addressed to it at P.O. Box 2029, Houston, Texas 77252. #'.11 %41t1.111I,N1'ALIGIh41iM ,114111.1 1101 Rece tient/: 753222 0712912008 01:62:32 PM Jean A16erico 1 p1 8 Rea Fee;541.e0 Doc Fee:0.00 GARFIELD COUNTY CO MEMORANDUM OF FIRST AMENDED AND RESTATED GAS GATHERING AGREEMENT THIS MEMORANDUM OF FIRST AMENDED AND RESTATED GAS GATHERING AGREEMENT (this "Memorandum") is made and entered into this 21.- day of July, 2008, but effective as of December 28, 2006 (the "Effective Date"), by and between ENTERPRISE GAS PROCESSING, LLC, a Delaware limited liability company ("Gatherer"), with an address of 1100 Louisiana, Houston, Texas 77002, and ENCANA OIL & GAS (USA) INC., a Delaware corporation ("Shipper"), with an address of 370 17th Street, Suite 1700, Denver, Colorado 80202. WHEREAS, Shipper and Gatherer entered into that certain Gas Gathering Agreement dated December 28, 2006 (the "Original Areement"), pursuant to which Gatherer provides to Shipper Gathering for the Dedicated Gas and Shipper IT Gas; and WHEREAS, Shipper and Gatherer entered into that certain First Amended and Restated Gas Gathering Agreement dated July Zi , 2008, but effective as of December 28, 2006 (the "Agreement"), pursuant to which (i) the Original Agreement was amended and restated in its entirety and replaced and superseded by the Agreement; and (ii)•Gatherer will provide to Shipper Gathering for the Dedicated Gas and Shipper IT 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 Delta, Garfield, Gunnison, Mesa, Moffat, Pitkin and Rio BIanco Counties, 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 are summarized in Sections 2 through 6 below. 2. Term. The term of the Agreement shall commence on December 28, 2006, and 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 and has agreed to deliver, or cause to be delivered, to Gatherer, at the Receipt Points, certain Gas, produced from the Dedicated Area (being more particularly described on Exhibit A attached hereto), including, without limitation, the following: (a) Gas produced from Dedicated Wells which is attributable to the Interests in such Dedicated Wells which are owned by EnCana and/or its Affiliates and their respective successors and assigns, subject to prior dedications and commitments and the limitations specified in the Agreement; H0U:QQ22354/00005:t340431v1 i 1 1111 M.1371+10,MINIALICKTIii OH 1111E Receptlont4: 753222 07129/20q8 01:52:32 PN Jean RLEerleo 2 of 9 Rno Feer=41.00 Doo Fea:0.00 GRRFIELD COUNTY GO (b) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated lune 7, 2006, as amended from time to time, by and between Berry Petroleum Company, as "Shipper," and Shipper, as "Gatherer," which covers Sections 1-36 of Township 5 South, Range 94 West; Sections 1-36 of Township 5 South, Range 95 West; Sections 1-36 of Township 6 South, Range 95 West; and Sections 1-4, 9-16, 21-28, and 33-36 of Township 6 South, Range 96 West, all located in Garfield County, Colorado; (c) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated August 24, 2006, as amended from time to time, by and between ConocoPhillips Company, as "Shipper," and Shipper, as "Gatherer," which covers parts of Sections 21, 22, 23, 27, 28, 29, 30, 31, 32, 33, 34, 35 and 36 of Township 4 South, Range 96 West; parts of Sections 25 and 36 of Township 4 South, Range 97 West; parts of Sections 2, 3, 4, 5, 6, 7, 8, 9, 16, 17, 18, 21, 27, 28, 33, 34, and 35 of Township 5 South, Range 96 West, all located in Garfield County, Colorado; (d) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated November 7, 2006, as amended from time to time, by and between Orion Energy Partners, L.P., as "Shipper," and Shipper, as "Gatherer," which covers the S/2SE/4, SE/4SW/4 of Section 7; S/2, EI2NE14 of Section 8; W/2W/2, SE/4SW/4 of Section 9; W/2, S/2SE/4 of Section 16; all of Section 17; Lot 4, E/2SW/4, SE14NW/4, E/2 of Section 18 of Township 6 South, Range 91 West, all located in Garfield County, Colorado; (e) Gas delivered to EnCana under the terms of that certain Gas Gathering Agreement dated February 1, 2007, as amended from time to time, to be entered into by and between West Hawk Energy (USA) LLC, as "Shipper," and EnCana, as "Gatherer," which covers Sections 10, 11, 12, 13, 14, 15, 23 and 24 of Township 4 South, Range 99 West, all located in Garfield and Rio Blanco Counties, Colorado; and (t) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated June 29, 2006, as amended from time to time, by and between Berry Petroleum Company, as "Shipper," and Shipper, as "Gatherer," which covers portions of Sections 19, 20, 29, 30, 31, 32, 33, 35 and 36 of Township 5 South, Range 96 West; portions of Sections 5, 6 and 18 of Township 6 South, Range 96 West; and portions of Sections 1, 2, 11, 12, 13, 14, 21, 22, 28, 33 and 34 of Township 6 South, Range 97 West, ail located in Garfield County, Colorado, subject to the potential release of 320 acres. 4 Covenant Running with the Land. So long as the Agreement is in 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 and its successors and assigns. HOU::0022384100005:1340431 v 1 1111 IA 10,41, +N,I41413k11/211,1 11111 Recap t1or#• 753222 01129!2008 01:52:32 PM Joan AIbarlco 3 of B Roo Far:$41.00 Goa Fra10,00 GARFIELD COUNTY CO 5 Gatherer Right of First Refusal. Subject to the terms and conditions of the Agreement, Shipper has granted to Gatherer a right of first refusal at the time of any proposed Transfer of all or any portion of two (2) parallel, twelve inch (12") diameter, approximately 44 -mile -long pipelines currently owned by Shipper and that extend from the area known as the White River Resource area southwest of Meeker, Colorado, located in Section 19, Township 1 South, Range 97 West, Rio Bianco County, Colorado, to northwest of Parachute, Colorado, located in Section 34, Township 6 South, Range 96 West, Garfield County, Colorado (collectively, the "American Soda Pipelines"), to purchase such American Soda Pipelines as are offered for Transfer by Shipper. 6 Shipper Right of First Refusal. Subject to the terms and conditions of the Agreement, Gatherer has granted to Shipper a right of fust refusal at the time of any proposed Transfer of all or any portion of (i) that certain 36 -inch diameter, approximately 48 -mile natural gas gathering pipeline, known as the Piceance Creek Gathering System (as defined in the Agreement), located in Garfield and Rio Blanco Counties, Colorado, (ii) that certain twenty-four inch (241 diameter, approximately twenty-six (26) mile natural gas gathering pipeline, known as the Great Divide Gathering System (as defined in the Agreement), located in Garfield County, Colorado, provided that the Parties consummate the Acquisition, (iii) that certain twenty-four inch (24") diameter, approximately twenty- two (22) mile natural gas gathering pipeline, known as the Collbran Valley Gathering System (as defined in the Agreement), located in Garfield and Mesa Counties, Colorado, provided that Gatherer constructs such system, (iv) if constructed by Gatherer, that certain twenty-four inch (24") diameter, approximately eighteen (18) mile natural gas gathering pipeline, known as the Vega Gathering System (as defined in the Agreement), located in Mesa County, Colorado, provided that Gatherer constructs such system, or (v) any related compression or other equipment that may be installed in the future by Gatherer to Gather Dedicated Gas (collectively, the Gatherer Facilities") to purchase such portion of the Gatherer Facilities as is offered for Transfer by Gatherer. 7. No Amendment to Agreement. This Memorandum is executed and recorded solely for the purpose of giving notice and shall not amend nor modify the Agreement in any way. [Signature Pages Follow] H0U;0022334/0000S:1340931v1 1 1111 IIY�` YI'AIVIN1*,4 .1M1 ,1ri1�11 1''t4tii� Pah 11111 ReceptLoa : 753222 Al 07129/2008 01:62:32 PH Jean horico 4 o1 0 Rio Foe:S41.00 Doc Foot0.00 aRFIELD COUNTY co IN WITNESS WHEREOF, this Memorandum has been signed by or on behalf of each of the Parties as of the day first above written. ENCANA DILA& GAS (USA) INC. By: Name: ►'?ear► V.w�'eeiii e 'Title: V t C e.. i4e %%c .Prv,.t- STATE OF COLORADO CITY AND COUNTY OF DENVER The foregoing instrument was acknowledged before me by , the V +c.L .-Pre, s of EnCana Oil & Gas (USA) Inc., a Delaware corporation, on behalf of said corporation this )1 4- day of July, 2008. HOU0022384100005:1340431 v 1 Public in and for the State of Colorado JUDITH B. SISNEROS NOTARY PUBLIC STATE OF COLORADO My CommIIslon Explros 03/17/2012 Receptionli• 763222 0712812009 Oi:52:32 Ph .lean Rlberroo 5 of 8 Roo Fee:S41.00 Dao FQa:0.0O OARFIELD COUNTY CO ENTERPRISE GAS PROCESSING, LLC By: ,�C I'•- 'r v' Name: RR. .. � Title: \IV, Otb* The foregoing instrument was acknowledged before me by G if R�d-�Kc , the Sr. V STATE OF COLORADO CITY AND COUNTY OF DENVER ,The Prv-1 of Enterprise Gas Processing, LLC, a Delaware limited liability company, on behalf of said limited liability company this day of July, 2008. Attach: Exhibit A - Dedicated Area HOU:0022384,00005:1340431vI • la= in and for the State of Cas Ca jot 4'b JUDITH B. SISNEROS NOTARY PUBLIC STATE OF COLORADO My Commisalon Expires 03/1712012 VI IA 111%1411 11U1i11l1+i4,14'61jiCl+ IWEi 11111 Recoptiantl• 753222 07!29121100 01:52:32 P11 jean Alberica 6 of Q Rao FeosS4f.00 Doc Fee•O.D0 GARFIELD COUNTY CO SS7!<R W711.a— r +z-#,.rJ/w3v i.. .xili•i 4,111 7t Jxialh +1116tW '10+441,4: 4x111W I_Apw 1 . • ..i• s I •r 11 'nifty,' -tltliWl i 1A.' 1 •t;R fw;it1t 1-77. 71. '" •'c=i .1lfrlW. 1171 �s. � •1xN)Ft + '1i! �rairlur 4 It ,!I 1.1 1,1:1 .. LIJ .iti �.�-=1-r� 1. 11,t '.1A!11 . y ji : ■ 9lIM■rll[KmAnyndassifimi4s. ma, Ii [#li� � isy■ .rirw p , •# a iC��IY #1[ ■l rM!11[r mew w r f....mu. im www! NLL4LYUl0ili1 M a�• :1:,lsrJ2n.:.r117 r11�•rlrtlirrlM[M rd# .,Ai' ,J 1. fi f ;•I 7 1 Et: . • .r F• '11412 'fxrl;Wf 1:+ -.10 Int' 131T I4 f11W IOfW Ifft1W' ItSNOW fslN11f HJltiW lfs1PIW IZ0 Iprt. 117f/l►w TtefWW' ustrivi noteoW 11 ffs14IW II11t1W NIfHW 1 110NW i:r fn ifid fah O.IG w.. o wanIYtI Q Ilwca..lDsr i4an ,f~ PI* Paw 1 ..rLL4 4rl1w w+,..;F+•.+ -w mum ,� 1flt1 s#R14�M ,lierrrllMrr... ' lirrr•rs►1::u•► u!e!/1A1r:.n.Illr reel nT,�trI�••r•tllr; =rr' Immo i•■■r•1 11101 ,■■r■r■Wel■IIIIN ran �#r' 11 lilt LILA, rLM Alb ' M• } ■ri}rtml i' • 1 1r! A 411 1; J , rM/, Itr'T��Sliriaiwougolowil!im• • 1 : T 1 [f1•r[r•srYm11• f• • 1 11l[ire•rrr[•�•1 .,js'yl�� GlfRI!Urin■SMI 1� '� ■1wYrlk 11Yi1 ■irl iruousmmmrilrrl [.ui1I111rf/ruff alIF7 urn .mitt Rfl•1 _�„• + !1Arfri111-1Y1d wNi DEDICATED AREA EXHIBIT A MITI I II I Reeepkionll' 753222 DT/29/2008 01:52032 PM Joan A18arloo 7 or B Pao Fee:34l.00 Doc Fae:0.00 GARFIELD cooly GO 71N ROW TIN R81W 71NRS2W 6911163W TINRA4W TIN 1195W 71N R86W TIN ROW T1NRp&W T1 N ROCW T1NR1DOW T2H RA2W T2N R133W 1Tl4 RA4W T2N R85W T2N ROW T2N R97w T2N ROM 12111169W 1218 RIM T3N RA2W 7341463W T1N I194W TS/ 865W 73N R96W 73N R27W 1214 RD8W T3N NSW 7911 MOW 1.35 Wiens 1- SS sections 1- 36 sections 1.38 section 1- 36 sacdons - 34 sxcdms 1.38 ssaJans 1- 30 seacm 1- 38 *WW1 1- 68 secC8i 1-36 Kokos 1.36 UUGDOns 1- 36 Sections 1- 38 sedans 1.38 wclon i 1- 36 sections 1- 35 'mato 1 - 38 Sodom 1-96 sedans 1- 38 setdaee 1- 38 sa460ns 1- 36 radon* 1.36 sections 1- 36 maces 1- 36 sections 1.36 sections 1- 35 section I - 36 section 1- 38 6etl1ons TIS RUM 1- 38 seclwv TIS R90W t - 38 swims; TIS RBI W 1- 38 section T18 Re2W 1- 3a i atom T13 RSSW 1- 38 weans T18 Rp4W 1- 38 seylale T18 ROW 1- 38 sep60ns 71S RO6W 1.38 sections 1181137W 1 - 38 teacake T(SR88W 1-36 seams TIS R811W 1 . 36 escorts TIS MOW 1 -36 sedkans 728 RUM 1- 38 ledtons T2S mow 1- 35 secUens 728 RAW 1-38 swims T29 ROW 1.38 sections 723 f163W 1-38 sedlos 723RD4W 1-9a pecans 72S Ea38W 1.36 melons 128 RS6N 1- 38 morons 128 Row 1- 38 mesons 1111 RAW 1-36 memos TIS F 2W 1-98.scout 728 RIDOW 1 - 3,18.16, 22.27, 34.36 tendons T33 MOW 133 MOW T3$ RPM 7391162W 158 R23W 133 RAW 138 ROM 135 MOW 738 ROM 138 ROW 138 MOW 733 RIM 1 - 38 secIkns 1 - 36 sedans 1- 38 seams 1 •38 secoms 1- 36 sedans 1.30 salons 1- 38 sections i - 35 1e4:6316 1- 36 saedpq 1-38 eectlms 1- 38 a clan 1 •3,10.15, 22 - 27, 34 - SS esc6orn T49 RSWV 74$ 1190W T4$ ROMW T48 RIM T48 RSSW 748 RII4W 7481196W T48 RA6W 746 Rp7W T46 MEW 748 RABW T4$7119CW 743R101W 756 RAW 708 R6OW 760 RAM 158 Rp2W 763 ROM T66 Rp4w 758 ROW rag 1168W 758 ROAN T63R31W 163 Re 6W 163 R190W T58 RIGIW T83 mow T68 RAW T88RBIW T68 R52W 166 RBSW 163 RO4W 7159 ROSY 788 WIN T65 R27W 168 R85W 768 ROD T69 MOM 703 R105W T65 RIO2W T7S ROW 778 RPM 718 R61 178 R22W TTSR8t3W 1T8 RO4W 178 ROW T78 MOW 175 ROM 778 RAW T75 USW 178 RIOCW T78 RIOIW 178 R1D2W T68 RIM. 755Rpt W 183 Re2W T88 Rp3W 7BS R84W 769 RASW r88 WIN 703 ROM T83 RAW USW/6W 768 R10OW 765 RI01 W 76611102W 5 - 38 wilco 1- 38 uc#am 1.36 3ec(ccrl 1- S6 sodas 1-36 !Edon 1.38 shuns 1-3e 1446001 I.35 ii0icn1 1-a5 MUM 1.38 sec8oce 1.36 sscitons 1.36 s6olsns 1.36 sectior% 1- S6 Sodom 1- 36 secllcns 1.38 serJIcns I -38 sections 1- 38 section 1- 3s 86egon2 t - 36 maims 1-38 seasons 1-36 oscllons 1- 38 neclkns 1-S6 aeallons 1-30 .Kaon 1.38 sss6ons 1.98 seams 1- 38 Wens 1- 36 sedan 1-38 seams 1.38 esceane I-38 sedans 1-38 sennas 1.36 soda -es 1.96 sedans 1- 58 seeks* 1-38 sections 1- 38 MANS 1.74 ses8as I-36 section 1- 38 secdau 1-38 sedan 1- 38 salons 1- 36 sad= 1- 36 sedans 1.36 £6dJos 1-38 salons 1-76 seams 1-38 ssd)ons I -36 ssxlbns 1-36 Ie Bos 1- 76 uc6311 1-38 sadlms 1-90 mites 1.38 seo8oes t • 36 season 1- 30 setdoni 1.36 stenion 1-38 secOnns 1-39 tar9ons 1-35 ss38cni 1.96 seetlons I-35 swam 1.36 statism 1-38 soglons I - se masons 1- 38 sections Rano 9 of TBS MOW TBS ROWW T98 RONV T113 RA3w 718 ROM Tay New 135 RUIN T125 ROM T88 MOW 703 R92W TDS RIOUW T66 RI DM i11S ERIO2W 72N R2W 7105 R&M T1OS RSOW 7106 Rel W T108 R02W 1108 ROW Ting R64w 7165 ROS/ T105 ROM T16$ R37W T106 ROW T105 PAW T1o5 RIOOW 1108 R101W T11SRe8W 1318 1190W TITS ROM 7115 RIM Tt16 RD3W 71 18 RA4W 7115 USW 71 t8 ROM T1151167W T115 MOW 7113 ROM 1.38 ne on& 1- 38 magma 1-38 nukes 1.50 salons 1.36 a i 1-36 seGfons f -38 aenSons 1.78 sections f - 36 sse0314 1-36 ssc8ens 1-38 sedans 1 • 15.n-17, 34 - 36 ultimo 1.14 ssc6orri 1.36 sedans t - 38 socflens 1- 38 sack= 1.36 manna 1.38 sections 1.38 wefts 1- 36 sections 1-38 melons 1- 38 ssc3ans I -3$ .tercel I -36 imam 1-18,22-27.91-38maims 1-12 sections 1.5,80-11sad3ons 1- 90 Imams 1-38 s6oemu S • 38 Mims 1.36 sedan 1 -36 seedan 1 - se 3ee60111 1-36 sections 1-30 pylon 1.38 section 1-14,25-26,35-36 1-2,11.12 T 123 RSAW 1- 38 sections T129 ROOw 1- 38 sedans T1293 51W 1.38 seedpns 71281462W 1-38 lemons T128 R83W 1- 38 sedans 7126 RAOW 1.90 sealant 7128 866W 1-38 sonans 7125 RAP,/ 1- 38 esodora Tin Row 1-30led= 7125 ROM 1-7,11.14, 33.26,15, 38 malaria DEDICATED AREA LEGAL DESCRIPTION EXHIBIT A 1 1111MilitilR11 i11'1f1i11711 CKN1ttEt Ali 1,111 ReceptionIt 753222 07r237.2098 01:52.32 PM Jean RIDerten e of 0 Rio Fem:i41.00 Doo F•e.0.00 GARFIELD COUNTY co Till new T1NR91W T1 N R92W TIN R93W 7114 R94W TIN RAW TTN MOW TIN R97W T1s R98W TIN R99W TIN RIM T2s R92W T2N [f03W 12N 1194W 7211R96W T2N R90W T2N R97W Tis MOW 72N 1199W 7214 RiODW T3N R92W 73N R93W T3N R94W T3N AGM TSN fi88W T9N R97W T3N RAW T3N 1399w T3N R100W T18 R69W T78 R9Dw 719 R914V T18 R92W 718 R98W TIS R94W T18 RSSW 719 R96W 7113 R97W 718 maw T18 RIM 719 R1DOW T28 R5Sw 728 R30W T23 R91w 728 R92W 128 RO3W 728 R94W T2S WSW T28 ROM 728 R97W 728 ROW 129 R99W 71.9 RIOOW T38R88W 13$R90W T38R91w 738 R2ZW 739 R93W 138R94W T38 R93W T39 R96W 738 R9TW T38 R98W T38 MAW 138 RTOOW 1.38 eettlorf 1.38 manna 1- 36 salons 1- 86 medians 1- 38 srglio ii 1 - 36 seclipns 1-36 sections 1-36 sections 1.36 sections 1- 36 weans 1-36 Iec5ons -36 imams 1 -88 eeGions 1.36 mellow 1 .38 maces 1 -38 mated 1 - 36 section* 1-98 sections 1.36 aecdons 1 -36 Sedan i - 36 seniles 1- 38 sections t - 38 sections 1 - 38 sections 1.36 settlor, 1- 38 sections 1-38 sections 1.36 malars 1.36 seclions 1.86 sections 1- 30 iectlone 1.39 ieelori 1.36 medians 1-30 maws 1.38 wagons 1 - 38 weans 1- 34 sod/ere 1- 36 section 1- 36 *diens T -96 lection 1- 38 section - 38 nations 1- 3s sections 1 -16 enation 1- 38 *nacos 1- 38 sedans 1- 36 seWoni 1- 30 sections 1- 36 sections 1-35 sedan 1 - 38 Batons 1.36 sections 1-3,10.10, 22-27, 34-3800dions i - 36 medlar, 1.30 sedans 1 - 36 medians t - 38 sacraria 1- 98 sections 1- 88 seams 1- 38 eec6ons 1- 38 section t - 36 wawa 1 -36 merlons 1-36 esc50ne 1.3,10-16 22.27, 34 -38 eec8ona T48 ROVI 749 NOW T46 ROW T48 R92W T48 R93W 74.9 RAW T48 R96W T48R90W T48 R97W 148 MOW T4s MOW T49 RIDOW 749RID1W T68 R89W 768 R90W TORR91W T68 R92W T63 ROM Me BMW T68 ROM 7681193W 768 R97W 768 R98W 708 MOW • TOS MOW T68R101W T88 RAM 169 PAW TBSRIM 186 RCM T68 ROW 788 Ra4W 183 R96W 158 J196 Y 108 R97W T69R96W 768 RAW 788 R180W 703 RI OI W TOS RID2W T78 R89W T78 R9CN 773 R91W T73 R92W 1701193W T78 R94W T75 MOW 178 MOW 178 RS3W 178 R96W 778 R981V 776 R10s7W 176 RIOIW 778 R102W T83 R69W 111.9 RST W T88 R92w 183 RD3W Tse RS4W T68 RIM TB9 R96W 763 R$7W T88 ROM 108 RAW res R100W 788 RIOIW 119 R102W 1.30 saws 1- 36 seolixe 1.38 macre 1.36 sections t - 36 sections 1-38 soden 1-30 medlors 1- 30 sections 1- 39 motions 1-38 =kat 1- 30 seams 1.35 secede { - 36 wawa 1 - 36 Pod67ni 1-36 indium 1-36 sections 1- 36 al18al* 1-38 sedans 1- 38 sailors 1-96 scams 1-30 ssectidv 1-30 sear) I.30 sot90r* 1 -30 sections 1-35 'scams 1-36 secSotn 1- 30 sections 1- 36 eec0ons t-36 sellas 1-30 oceans 1-96 salon) 1- 36 swarm 1- 90 seplons 1-30 Incl to 1- 30 Indio* 1.36 section 1- 36 sections 1- 39 swam 1 1e00115 1-38 ROOM 1- 38 sections 1- 35 settlors 1-36 settlors 1-36 sectors 1-38 sealers 1- 38 altar 1- 38 mediae 1 -se wwdlors 1-36 sedlor* 1 -38 notions 1- 36 macre 1- 38 *Worse 1- 38 sicOcils 1.38 se lone i - 36 slndkos 1.36 sellas 1- 38 sections 1.38 sections 1- se medlars) 1-38 serfs 1- 35 ,,dint 1.36 notions 1-36 ssctlori 1- 96 sepkns 1- 36 00dtgs 1.39 sections 1 -36 sections 155 ROM TIS RSIW T98 1192W TIS RQ3W 795 R94W T98 RSSW T0$ R90W 198 R97W T98 MOW T98 R93W TIM RIONN 793RIOIW 799 RI 02W T2N R2W 11 D8 Re9W T108 R9OW 7109 R91W 1103 R92W TIOS R93W T1091 NSW T108R95W T108 R96W T108 R9TW 7108 R98w 1108 ROBW 7108 RI O0W 7108 Ri 01W 7118 R69W 7118 MOW 7115 R91W T118 R92W 7118 ROW T118 R94W T116 R96W 7118 R96w 11113 R97W 1118 RIM 1118 RIM 7129 R89W 7129 R90w 7128 Ne1W T12$ MOW T129R99W 1128 R84W T128 R66W T128 R96W T128 ROM T126 1196411 1- 36 WW1 t - 38 iscOors i -36 so18ot+r i - 36 secede 1-36 wire 1-38 mato 1.36 ssc0als 1.36 nckns 4 - 36 settlor, 1 •36 pecans 1 • 30 radian 1-15.22.27, 34 -36 sealers 1-14 i3055i5 1-36 salla* 1-38 seams 1-30 seWam 1.38 sedans 1- 38 warns 1.36 sec0pne 1.35 sedldtl 1.96 eectida 4 - 36 sailors 1- 36 serum► 1-96 section 1 •16,22 -27.34 -33 sections 1-12 section 1- 9,10.12 es dims 1.35 secdane 1- 36 sections 1- 36 maws 1- 38 slalom -38 WWI 1-36 sedans 1.36 soutane 1- 36 soc60is 1- 36 sections 1-14,X3-20,35-38 1.2,11-12 1 - 36 iodide 1- 38 eectlan1 1-36 sealant 1-30 sedans 1.36 sedans 1 - 38 •salon t - 36 sailor, 1- 30 sections 1-36 swami 1-$11-14,23- 26, 35, 38 medians DEDICATED AREA LEGAL DESCRIPTION EXHIBIT A A -r• h .!A .111 Kiii,i11741I1.010.11 lr,MOVICIli 1E?1.1111111 1,0 rf : 78&783 Ja51ZD 7 0112.21 VJI de rnkiriw 5 oI 6 Rio Fu:$25.00 Deo Ff�;D. oC C1 IEi.7 COLARY C0 When recorded return to: Mary Ann Adams Bary Pei olcum Company 950 11 Steer, Suite 2400 Denver, CO 20202 CONNECTED ROAD RIGHT -Orr -WAY GRANT AND EASEMENT THIS RIGHT-OF-WAY GRANT AND EASEMENT (this "Grant") is entered into effective the L day of Nal'em her , 2001 ("Effective Date"), from BERRY PETROLEUM COMPANY, a Delaware corporation whose address is 950 Seventeenth Street, Suite 2400, Denver, Colorado 80202 (`Grantor"), to CHEVRON SHALE OIL COMPANY, a division of Chevron U.S.A. Inc., whose address is 11111 S. Wilorest, Houston, TX 77099 ("Grantee"). Grantor and Grantee (the `Parties') agree as follows: For and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration including the Garden Gulch Road Extension Agreement dated January 26, 2007, among the Parties, Garden Gulch, LLC, Petrolewn Development Corporation, Marathon Oil Company, PGR Partners, LLC, Teton Piceance, LLC and Williams Production RMT Company (the "Agreement"), the receipt and sufficiency of which are hereby acknowledged, Grantor hereby grants, conveys and transfers unto Grantee, its successors and assigns, a perpetual, irrevocable, non- exclusive, cost-free right -of --way and easement to use the Connected Road (as hereinafter defined) for ail lawful purposes including, without limitation, a corridor for ingress and egress to and from Grantee's surface lands for all purposes including oil shale exploration and development, and including, without limitation, maintenance , upgrading and widening of the road to be constructed by Grantor as is described in Section 8.a of the Agreement (the "Connected Road") in, on, over, under, or through the lands situated in Garfield County, State of Colorado, being more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the "Lands"). The Connected Road is more particularly depicted and described on Exhibit...13 hereto, being an "as - built" survey of the Connected Road, and being specifically limited within such Lands to the corridors described in said Exhibit B. The width amid right-of-way and easement shall be limited to one hundred feet (100'), being fifty feet (50') on either side of the centerline of the Connected Road as constructed. To have and to hold unto Grantee, its successors and assigns, for use by Grantee, its successors, assigns, agents, employees, contractors, and invitees. The right-of-way and easement granted herein is nonexclusive and, except as otherwise expressly provided herein, Grantor reserves unto itself and its successors, assigns and lessees, all rights and uses in, to, over and under the Lands other than those specifically granted herein; provided that, except in connection with the construction, operation and maintenance of the Connected Road, Grantor agrees not to build, create, construct or permit to be hurtle, created or constructed, any obstruction, building, reservoir, engineering works or other structure over, under or on the right -of --way and easement granted herein without the express prior written consent of Grantee, which shall not be unreasonably withheld, delayed or conditioned. Grantee shall have all rights and benefits necessary for the intended use and maintenance of the rights herein granted, including but not limited to, the right of ingress and egress over and actors the Lands solely for the purpose of exercising Grantee's rights hereunder. Grantee shall observe and comply with all applicable federal, state and local rulea, regulations and policies ("Applicable Laws") while on or using the Connected Road. Grantee shall fully defend, protect, indemnify and bold harmless Grantor, its employees, contractors, subcontractors, agents and invitees from end against any and all claims, demands, causes of action, damages, obligations and liabilities (including reasonable attorneys fees and costs, and including any and all environmental claims, demands, carte of action, damages, obligations or liabilities) which may be asserted by Grantee or its officers, directors, employees, contractors, subcontractors, agents or invitees, or which may be asserted by any third party on account of bodily injury, death, property derange, or violation of Applicable Laws, caused by, resulting from or in any way incidental to Grantee's, or Grantee's officers, directors, employees, contractors, subcontractors, agents or invitees' use of, or activities and operations on the right-of-way and easement granted herein. 6 i 1 1 1111 Kill` ■l,�1�1 1, 1'Ia,CIl#i`i llli�+111' 11111 ilc ptlona• mama 2 x612007 pp1,25:21 0ll d.1u1 P1barlcp�� 2 el 6 Rai.i12#.0O Om F•• *.OQ S/Y�1E-0 COl4It C6 Grantor makes no warranties or representations, express or Implied, as to its title, interest or rights in the Lends, or that the Lands are suitable for the right-of-way or easement herein granted or any other purpose; provided that Grantor warrants and represents that it has the full right and lawful authority to grant and convey the right-of-way and easement granted and conveyed by it hereunder. Grantee shall not suffer or permit to be enforced against the Lands or Connected Road, or any part thereof, any mechanics, materialman's, contractors or subcontractors' liens arising from or any claim for damage growing out of any operation, repair, restoration, replacement or improvement by Grantee on the Lands or Connected Road, or any other similar claim or demand howsoever the same may arise, but Grantee shall pay or cause to be paid all of such liens, claims or demands before any action is brought to enforce the same against the Lands or Connected Road. This Grant cannot be modified, except in writing signed by all parties hereto. The provisions of this Grant are a covenant running with the land and shall extend to and be binding upon the bees, executors, administrators, personal representatives, successors, and permitted assigns of Grantor and Crramice. If either Party is in breach of or defaults under a provision of this Grant, the non -defaulting Party shall have all rights at law and in equity available as a result of the other Party's breach or default of this Grant. Any notice, demand or election under this Grant shall be in writing and shall be given in person or by means of telecopy or other wire transmission. or mailed by registered or certified mail, or by reputable overnight courier, addressed to the applicable Party at the address first set forth above, or such other address as such Party shall notify the other of in writing. This Grant shall be recorded in the real property records of Garfield County, Colorado. This Grant shall be governed by and construed in accordance with the laws of the State of Colorado. This Grant may be executed in two or more counterparts all of which shall be considered one and the same document IN WITNESS WHEREOF, the parties have executed this Grant as of the Effective Date. Grantee: CHEVRON SHALE OIL COMPANY, a divtslon of Chevron U.S.A. Inc. Grantor: BERRY PETROLEUM COMPANY, a Delaware p�ation By: 4e. Title: I P,iorL 117 STATE OF COLORADO }as. CITY AND COUNTY OF DENVER ) The foregoing instru,mment was acknowledpEd before me this day of ,pleoy' 2007, byDO,r1 P t1ei ,'S,0rt , as Vi Proms.^ ro La ton of BERRY PETROLEUM COMPANY, a Delaware corporation on behalf of said corporation. Witness my hand and official scat. Notetic: VI Goratakenser 7111121= 2 1 1 11111n1WaliiiiiiXINIIIMAIN11t , 11 111 Raarpt1 M• 73B76) I2l0812007 01:25:21 PM Joan Mbarioa 3 e1 6 Roo Fee:I26.00 bee Feu0.00 CWFIELO GO1011r CO The foregojo 2007, by SHALE OLL C )ss. stn, rrt wa a owledgad /6191 ,as NEPANY, a division of Chevron U.S.A. inc., on be re m0 till da Witness my hand and official seal. My Commission Expires: bear - of CHEVRON alf of said corporation. tary Public: /C/CiC�J�CICrOr�/� LUISA OANUNG iianAarwBuc.srREo nma brrcoawismoa oafs MAY 30, 2O08 3 1 II11111'M1 i1IIILIN1111 1111'7llli gG iY 4Uil1I6'r 11111 R.e.pl ma : 7397x3 12/0617007 01:26:21 PH Jun A%b rIgo 4 of 5 Roc F,, $26.06 Cao F., uu.00 G1aIF1EL0 COOT' CO EXHIBIT A THE LANDS Parcel 1 Township 5 South, Range 96 Wolof the 6th PM. Section 29: Stn Sin [1 60 acres) Section 32: NEtr4NEus.NWis.,NIA SWIM. SEIMSWIM. Win NEu4.[400acres, MOM or lcss3 (part of) Tax Parcel No, 213532100009 Parcel Township S_South, Ranee 96 West of the 6my.M. Section 32: S£IM Section 33: SW1/4 (remaining part of) Tax Parcel No. 213532100009 [320 acres, more or Iess] Parcel Towns ' ou Ran West of a 6th P.M Section 1: Lots 10, II, 12,15, I7,18,19, 22, 23 and 24 (part of) Tax Parcel No. 216901I00001 [334.78 acres more or Less] all io the County of Garfield, Colorado, 4 1 4? AMMO U'Gtlatl7 CpOp cp•m aoa G4.9[1=•ej o,a 9 Fp s mt+Mttl o*•f we IZIGE=to LQOZ+94$Ze 49L9[L 11111�WNW VIui1 1111M1.14 K0X144,40,141111 111 1111111 IU Reoeptionl: 735864 IDf1912007 02:20.87 PM Jean Alb rico 1 of 4 Rea Fee. -521.40 Doc Fec0.60 GRRFIELD COUNTY CO MEMORANDUM OF SERVICES AGREEMENT THIS MEMORANDUM OF SERVICES AGREEMENT (this "Memorandum") is ivade and entered into as of September 11, 2007 (the "Effective Date"), by and between ENTERPRISE GAS PROCESSING, LLC, a Delaware limited liability company ("Gatherez.''), 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, is 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 ofwhich 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 are,sl mmarized in Sections 2 through 4 below. 2. Tena The term of the Agreement shall commence on September 11, 2007, and unless terminated earlier in accordance with the terms 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 bas agreed to deliver, or cause to be delivered, to Gatherer, at the Receipt Point, () 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 Arez#") 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 (i) with respect to such wells in which Shipper andlor any of its Affiliates is the operator, Gas produced from such wells which is amibutable to the Interests in such wells owned by other working interest owners and royalty owners which is not taken "in -kiwi" 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 Afrdiates has such right (collectively, "dedicated Gas"). HOU5rON: 0223t4.000621202704v1 11111111141111MICWILIVNICliNtiliktiNINIR Receptiontt• 735664 14119!2047 02:20.37 Pio Jean Anberico 2 of 4 Ree Fas:S21.00 DCC Faa:0.0e GARFIELD COUNTY CO 4. Covenant Running with the Land. So long as the Agreement is in effect, the Agreement shall (i) be a covenant running with the Interests now owned or hereafter acquired by Shipper sndfor its Affiliates within the Dedicated Area and (i) 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 modify the Agreement in any way. IN WITNESS WHEREOF, this Memorandunt has beer} signed by or on behalf of each of the Patties as of the day first above written. MARATHON OIL COMPANY By: Name: - ►q Title: V lc a (R osi o E Jr - STATE OF Ttxits § COUNTY OF {-1 ii Rk I S Tjf foregoin$ instrument was acknowledged before me by P.J. KUr4Z , the VIM KVSidl4z+ of Oil Company, an Ohio corporation, on behalf of said corporation this Rik. day of 2007. 2 HOUSTON: 022384.00362:1202704x1 1 1111 FL711f1YIWl Aithl11111 11 t14n1111 l 1111ii 1111 Receptianit. 735664 10119/2007 02:20:37 Ph Jean ASboriao 3 of 4 Reo Fo6:$21.00 060 Fee:0.00 011RFIEL4 COWITY CO STATE OF COUNT ( OF The foregoing ' ent was ankoowledgcd before me by A, . -rr 6ilg, the .. . (FJ Lrr'1 VE Vof Enterprise Gas Processing, LLC, a,pelaware limited liability company, on bebalf of said limited liability company this day of? r, 2007. KATHY ROBESON NOTARYPU BLIC. STATE OF TEXAS b MYCOMMI0S1O11 ExPiRES NOV. 14, 2010 H0UST014: 022324.00062:12027A4vl 3 is for the State of kiiPen- Ice GOVT its, JOYCE N. SANCHEZ LOCxs LIDDELL & SAPP LLP bac TRAVIS STREET, SUITE 3400 HOUSTON, TExAs 77002.3095 rit14rd1'IM1I1 NI, f4I414I1 1 ICH Elf f Reccpt loud : 735684 10/1912007 02:24:37 PM Joan Albin -Leo 4 of 4 Neo Fes:#21-00 Doc Fea10.00 GPRFIELD COUNTY CO EXHIBIT A DEDICATED AREA The following lands located in GarEeld County, Colorado: Township 5 South, Range 96 L ► t Section 19: Lots 3, 4, NENE, S12NE 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 TowsW Section 5: EMS 2,7,10, 14, 19,21,23 Section 6: Lots 1, 2, 7, 8, 9, 10, 15, 16, N/2SW , S/2SW Section. 18: Lots 1, 2, SW, W2NE Township 6 South, Ranee 97 West Section 1: Lots 11, 12, 13, 14, 23, 24, SW Section 2: Lots 11, 12, 13, 14, 23, 2.4, SW Section 11: NE, SW Section 12: E2NE, W2NE Section 13: SW Section 14: SW, except wellbore ofthe CSOC 697-14 #11 Section 21: NE, SW Section 22: NE, except wellbore 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., Ranee 96 West Section 5: Lots 1, 2 3, 4, 5, S/2NW, SW, SWNE T'owpsbip 7 Sonth. RanEe_! i est Section 2: W/2, WI2E/2 Section 11: NI2Sf2, NW Section 14: E2 EXEIIBIT A - Page 1 HOUSTON: 022384.00062:1202704v1 1111 11,117NAPEIlittillerilelmiteriki 110 Receptionti• 728084 07)I6/2087 03.24•0 PN B: 1950 P: 0481 dein 41bericv 1 of 0 Pea Fee.S41.00 Oe Fea:0,00 G0RFtEW COUNTY CO PIPELINE EASEMENT AGREEMENT STATE OF COLORADO ) COUNTY OF GARFIELD ) QLS 45'? 5t! THIS PIPELINE EASEMENT AGREEMENT, made this 23 relay of October, 2006, between Chevron Shale 011 Company, a division of Chevron U.S.A. Inc, a Pennsylvania corporation, with offices al 11111 S. Wilcrest Dr.. Houston, Texas 77099, hereinafter referred to as "GRANTOR" and ivlaratllon Oil Company. an Oh -,o corporation, with offices al 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, Slate 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 (SI0.00) and other good and valuable consideration. the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: L. CRANI' OF EASEMENT. GRANTOR hereby 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 - o1 -way being situated directly over the proposed pipeline right-ofway as further detailed in Exhibit "A", for the sole purpoeo 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 "fire 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 Lands which are net 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 andror equipment, ro-roule and/or relocate the pipeline endear 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 in. original condition. 13. GRANTEE shall have the right of ingress and egress in, on, over. across and through the Easement Arca for any and all purposes necessary to the exercise by GRANTEE.' of the rights and right•ef--ways granted herein, �fff lli' 1 ', 1M11 rP1/411, 1 ,1 iI M41141M14 11111/1111 Reception/#: 728084 07(7612007 03:24:19 PM B: 7950 P: 57482 Jean Alberico 2 of 9 Roc ['eea54t.40 boo Fee:0.00 GARFIELD COUNTY CO 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 Arca. 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 concerning 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 or GRAMOR'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 reprove top -soil from the Easement Area separately from other material removed by GRANTEE in connection with its activities on the Easement AIea. 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, ail ureas 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 unfit 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 removal activities permitted hereunder, GRANTEE shall grade all permanent roads on GRANTORS 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. z 1111K NitiI1Itlt1,L 1 ,10101141e.h+ 1AAills 11111 Reception$: 728084 07/16/2007 03:24:19 PK B: 1950 P: 0483 Jran Aiberico 3 of 8 Ree Fee:$41.40 Doo Fee:0.00 GARF1ELD COUNTY CO 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 Ihcilities and the ground level except in those areas where rock is encountered that would otherwise require blasting, in which cast, 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 ol'stones and other debris. immediately, upon svmpietion 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. All 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 ;,re 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 permanentlyrestored to /iced grade. J. beeps as otherwise provided herein, GRANTEE shall maintain current as -built drawings for the pipeline and all of 1I surface and subsurface facilities located within the Easement Area and shall provide GRANTOR with copies of such drawings each lime they are updated. K. GRANTEE shall take all necessary precautions, in conducting its activities under ibis Agreement, lo 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 die 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 eonstsuclion activities in Said section. A mitigation plan For said Section 29 shall be developed by GRANTOR, based on the results of aid study and other information, and implemented at the sole cost of GRANTEE. 14. A segment of the proposed pipeline corridor on GRANTOR surface. approximately between and including lines L142 and LIST, will parallel a steep two -track road and adjacent gulley heading nonh into the Sear Run drainage in the NW/4, Section 29, T5S, R96W e' P.M. The pipeline corridor and pipelines located therein shall not encroach on or be pieced in said gulley. Following construction of pipelines in said segment, GRANTEE shall place and maintain obstacles across the twodrack road so it can no longer be used. 0. 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 artd 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. URANTI E shall ensure all pipeline corridor cut and fill areas and other disturbed areas on GRANTOR surface are rccontoured to generally conform with the surrounding terrain, 1111IIMAEIntilktiliNtilialplArkilglOW141140,4iii 111111 RooentfOftt t 726004 on,16IZOt57 03:24:19 P11 8; 1900 P: 04B4 Jean AIbIricv 4 of 9 Roo E ,:$4}.08 000 Fee :0-01) GARFIELD C411NIY Co ft 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. Untess terminated or canceled prior thereto in the manner provided for herein, the term of this Agreement shalt be a period of one (1) year from the effective date hereof, and shalt 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 913. 4. PAYMENTS. GRANTEE shall pay to GRANTOR a payment in the amount of four thousand dollars (S4000) upon execution of this agreement. An annual payment, as herein atter described, shall he 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 four thousand two hundred dollars (542001. Said annual payment shall thereafter increase by Five percent (S%) 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 far 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 ARIEA. A. All activities permitted under this Agreement shalt be performed end conducted in a careful, safe. and workmanlike manner, and in such manner as wilt not interfere with GRANTOR'S and GRANTOR's lessees', licensees'. and permitces' 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 Easement Arra 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 az existed prior to such work, 0. Notwithstanding that GRANTEE may have obtained GRANTOR'S approval under this Agreement to make various uses of On Easement Area, GRANTEE'S operatinns shall be subordinate to GRANTOR's right 10 conduct shale oil operations on the Easement Area at any time in the Mune. 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 end thereafter, GRANTEE agrees to change, cease or relocate its operations al 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 resuhing from such elimination of interference. 4 1111 P'inildi,t ,141Miilf 1 r104 11 cif Receptionit: 728089 07lt6/2G07 43.24:19 PM B. 1950 P: 0405 Sears A1berico S of B Reo Pee:541.60 Doo Fee'0.00 GARFIELD COUNTY CO 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 ACT1VITiES 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 ? ... e4. NM IWZMA, yp_ kirwrgiptrimme,i v�.. x: r as.�! .t. -L-F s:,.:NthAANS rithi tib-Iu:'S. ytvti 'xy-- - r_� -xS:- x- Ex xx� I7.a4e , h_ d_l_ Tx'9 x 4 f"'N: i ALNED nri.ILIRDPV I' 'swarm' ":"I'rrxx-�T i I- .LIx slur L ::Fu. :r • .r OTHERWISE UNENFORCEABLE UNDER APPLICABLE LAW. Afifti 7. GRANTEE INSURANCE REQUIREMENT. Without in any way limiting GRANTEE'S liability under this Agreement. GRANTEE shall maintain, during the tent of this Agreement, the following insurance with companies end 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 51.000,000 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 51,000,000 per occurrence. C. Automobile Bodily Injury and l'ropeny 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 51,000,000 per person/ $1,000,000 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 at 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 ofany cancellation or material change of the insurance. PRIOR 7'O HAVING ANY RIGHT TO ACCESS THE LANDS SUBJECT HERETO OR EXERCISING ANY OF THE RIGHTS GRANTED IN Tilts AGREEMENT, GRANTEE MUST FURNISH GRANTOR WITH COPIES OF THE INSURANCE POLICIES OR CERTIFICATES OP 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, shell reference this Agreement's QLS number as found at the 5 1111 14tI7l+r1 4111t111,1,41.141Cirliter 4.WeiIN 11111 RecepiiahP' 728084 07/1612007 03:24:19 P11 B: 1950 P: 0486 .lean Alberico 6 of 0 Rec Fre 541.00 Doo For:0.00 GARFIELD COUNTY CD 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 GRANTEES pipeline and associated facilities and operations on the Easement Arca. 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 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 terminale this Agreement as to those parts of the Easement Area no longer used as above, by written notice lo 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 Arca, 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, duty recorded. reciting the failure or refusal of GRANTEE to execute and deliver said quit claim deed, or inability to [ovate GRANTEE, as herein provided, shall after ten (10) days front 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 lo GRANTEE'S obligation to remove its property within six (4) months of such termination. E. Termination shall not operate to extinguish any obligations of GRANTEE which have accrued al the time of termination, or which accrue hereunder upon termination. 10. TRANSFER OP INTEREST. The rights granted to GRANTEE under this Agreement shall not be assigned or otherwise transferred without the prior written consent of 1 i • gill K 117.1'ViWir alit I N l 1 I '4M 11111 Reception#• 728054 07I15/2007 03:24:19 PM B. 1950 P: L1A87 Joan Atbericc 7 of a Ree Foe:s41.0e Doe Fe,:0.00 GARFIELO CoUNYY Co GRANTOR, Subject to the foregoing, all of the terms. covenants, end 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 ora default by either party in the performance of its duties, the court with the proper jurisdiction to resolve the dispute shall award reasonable attorney foes and costs to the successful party or in suet, other manner es the court deems appropriate. 14, NOTICES. Any notices required ur permitted under this Agreement shaft be given in writing. The notice shall be served either personally or by registered or certified mail with return receipt requested. Strvice shall be effective when received. All notices hereunder shall he 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 11 1 11 S.Wilerest Or. Houston, TX 77099 GRANTEE: Marathon Oil Company Attn: Land Manager, Piceance Basin 5555 San Felipe Road Houston, TX 77056 IS. CONFLICT OF INTEREST. No director, employee, or agent of either party will gide to or receive from any director, employee, or agent of the other party any commission, fee. rebate, gift, or entertainment of significant east 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 pony 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 o f 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. Na: �Name: Its: Attorney -in -Fact ti 7 Marathon Oil Company all LI114 `L iikIK1141111.111111 ReeeytiQnit: 728084 0711,512007 03:24:19 PM 8: 1954 P: 8488 Jean RLberiC0 8 o1 8 Ren Pee;$41 00 Doc Fee:O.DD GARPTELD COUNTY GP STATE OF TEXAS t COUNTY OF HARRIS ) The foregoing igSlruptent was acknowledged before me tht3 ift day o�r0G . 2200G by C - T? J)'1. PP/ & as Attorney -in -Fact for Chevron U.S.A. inc. My Commission Expires: f Notary Public dit/G1/t�`'y STATE OF TEXAS ) COUNTY OF HARRIS } +°+ ELAM J. GRADER %_� Notary Peptic, state otTexas My Commission Expires 1,P' September 30, 200b Tltc foregoing instrument was acknowledged before me this a3 day of October, 2006 by L- ECO as4cr._ a e. to-_Fct_k of Marathon Oil Company. My Commission Expires: Notary Public �lv- -rerv. hl • 1� 0 DfMORAH b. KUHLMAN Notary My os° of ry e miLaa laptl0ly 17, 20}p s r ■ffl PIRMANiiiNifiWitlifilirAWFM1,41H 1I1II Rsceptlen1l: 726188 06!26!2007 61:16:41 P1 6: 1941 P; 0167 Jean R1ya!co 1 of 36 Rea Foe:5161.0e Doc Pea: B.00 GARFIEL0 COLO TY CO ROAD CONSTRUCTION AND MAINTENANCE AGREEMENT This Road Construction and Maintenance Agreement (this "Agreement") is entered into effective as of the 15T day of November, 2005 (the "Effective Date") by and among Petroleum Development Corporation ("PDC"), Berry Petroleum Company ("Berry"), POR Partners, LLC ("POR Partners"), Teton Piceance LLC ("Teton Pieeance"), Marathon Oil Company ("Marathon") and Williams Production RMT Company ("Williams," and collectively with PDC, Berry, PGR Partners, Teton Piceeince, and Marathon, the "Participants"), Chevron Shale Oil Company (flkla ChevronTexaco Shale Oil Company), a division of Chevron USA Inc. ("Chevron") and Garden Gulch, LLC ("Operator"). Participants and Operator are herein referred to individually as a "Party" and collectively as the "Parties." RECITALS A. The Parties wish to set forth in this Agreement the rights and obligations of the Participants and Operator with regard to the construction and maintenance of Garden Gulch Road (as more specifically described on Exhibit "A" attached hereto, the "Road"). The Road is to be a private road, owned by Chevron and licensed to each Participant, that will provide the Participants with access to and egress from certain wells, gas pipelines and gathering systems, water pipelines, tanks, compressors and other similar oil and gas exploration, production, gathering and transportation equipment and facilities on the lands located in Garfield County, Colorado and more specifically described on Exhibit "B" attached hereto. B. Chevron is a party to this Agreement solely for the purpose of providing its written consent to, among other matters, the construction and maintenance of the Road by Operator, to each Participant's contribution toward the cost of the Road, and to each Participant's license to and use of the Road, in each case pursuant to Sections 2(d), (f) and (h) of the letter agreement by and between Chevron and PDC dated January 17, 2005, attached hereto as Exhibit "C" (the "Chevron/PDC Agreement"). AGREEMENT 1. Construction and Services. Subject to the terms and conditions hereof, Participants hereby engage Operator to perform the construction and maintenance of the Road (the "Services") as described on Exhibit "D" attached hereto. 2. Term. This Agreement shall commence as of the Effective Date and shall continue for the duration of the life of the Road; provided, however, that, any Party which elects either to not pay, or fails to timely pay, its Sharing Percentage of the Road Expenses (as both of such terms are defined in Exhibit "E" attached hereto) shall not be a Party to this Agreement, and 41-s, 'A6i. 3� { ri, norm iQ+Yut'L fd#oa1riaIeli 11111 Aacce!��llon#i 726788 0812612007 01f15:41 P11 B: 1941 P: 0181 Jaen Atberico 16 a1 38 Roa rob:6181.5 000 Fa,,0.00 CA FIELD COUNTY CO EXHIBIT "B" Description of Lands Garden Gulch Road will provide Participants with access to well, gas pipeline and gathering system, water pipeline, tanks, compressors and other similar oil and gas exploration, production, gathering and transportation facilities located on the following lands: Township 4 South, Ranges 95-98 West, 6th PAL Township 5 South, Ranges 95-98 West, 6th P.M. Township 6 South, Ranges 95-98 West, 6th P.M. Township 7 South, Ranges 96-97 West, 6th P.M. i o 2 41. 1111M NinFINCIVNE1411 riWi N I 11!111 Receptlonttt 721088 1 or107 01:42:f4 ee?ti62.Bp Ono Foo:0 00 GARFIELDbCODUNTY CO t. • PIPELINE EASEMENT AGREEMENT STATE OF COLORADO ) COUNTY OF GARFIELD ) QLS $2467, THIS PIPELINE EASEMENT AGREEMENT, made this y of October, 2006, between Chevron Share Oil Company, a division of Chevron U.S.A. Inc, a Pennsylvania corporation, with offices at 11111 S. Wilcrest Dr., Houston, Tees 77099, hereinafter referred to as "GRANTOR" and Petroleum Development Corporation, a Nevada corporation, with offices at 3801 Carson Avenue, Evans, CO 80620, heeeinefer referred to as "GRANTEE," WITNESSETH: WHEREAS. GRANTOR is the owner of certain real property in Garfield County, State of Colorado; and WHEREAS, GRANTOR desira 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 (SI0.00) and other good and valuable consideration, the receipt and sufficiency of which is berth), acknowledged, the parties agree as follows: 1. GRANT OF EASEMENT. GRANTOR hereby grams to GRANTEE, subject to the tare and conditions here f; the following easement: A. A non-exclusive pipeline righrt-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 6a` 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 an further detailed in Exhibit "A", for the solo purpose of surveying, laying, constructing, operating, inspecting, maintaining, repairing, replacing, and removing multiple pipelines (with alwve-ground valves, meters, drips, fittings, appliances, and related &llides), for the transportation of natural gas and associated liquids and gases, and water, hereinafter referred to as "the pipeline", over and through the land deeaibed in Exhibit "A" hereof hereinafter referred to as the "Easement Area, in the County of Garfield, State of Colorado. The rights grunted herein do not include the right to explore for or produce oil, gas or other minerals, and do not include agricultural, fanning, ranching or hunting rights. This Ssrant of Easement is strictly limited to the acreage as described in Exhibit "A" and if GRANTEE disturbs soy of Grantor's Lands which aro not a pert of this agreement, GRANTEE shall pay damages to Grantor for the disturbance and shall immediately restore said lands to their original condition. If arty pipelines or related cquipreerrt are installed in, on. or tinder any acreage Other than that specifically set fords 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 dlshabod acreage (both the portion distrubed which ie 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. 0 IIIM PL I IIIA [1iMEI+Z[ r lr!WiI MI NAL 1[ 111 Race/Atom: 721063 04113/2007 01:42114 PM a:1913 P:0442 Jean AlberLca 2 or 10 Baa Fee;$52,00 Doc Fro:0-02 CRRFIE O COUNTY CO C. GRANTOR reserves the right for itself or its assignees to explore for, mine, and remove oil shale, oiI and gas, ores and other minerals in, on or under the Easement Area D. This Agreement b made subject to all existing easements, rights -0f --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 activides on the Easement Area pursuant to this Agra ernent. E. GRANTOR makes no warranties or repeesentations concerning the title to the Easement Area. 2. COVENANT THAT OPERATION OF EASEMENT NOT INTERFERE WTTR SERVIENT TENEMENT. A. GRANTEE agrees to maintain and operate the casement herein granted in such manner that the operation thereof will in no way hinder or prevent the use end enjoyment of GKANTOR's adjoining property, inchuding use thereof for exploration, ruining, oil shale development, oil and gra development, farming, ranching and land development. R. 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 Agreanent. C. GRANTEE agrees to remove top -soil from the Easement Area separately from other material removed by GRANTEE in connection with its aetivides 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 andlor other operations thereon. All atones, brush and debris uncovered on, removed from or deposited on GRANTOR's Iands 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 shalt be reclaimed to original condition or as near thereto as practicable, which shag include reseeding with seed mixes approved by GRANTOR or GRANTOR'a 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 ell areas affected by construction to control noxious weeds for a period of no Ices than three growing seasons following the instal latian of pipe. D. GRANTEE agrees to replace or rebuild, to the satisfaction of GRANTOR, any and all parrs of any road or any drainage or irrigation eystcm or other improvement that may be damaged in connection with GRANTEE'S activities oopducted pursuant to this Agreement. Upon completion of coy pipeline construction. replacement, substitution, relocation, or removal activities permitted hereunder, GRANTEE shall grade ail permanent roads on GRANTORS lands which were used is 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 condueng activities permitted under this Agreement GRANTEE shall maintain a proper enclosure al all times end shall restore such falces to a condition equal to or better than their condition prior to such crossing es promptly as possible provided, however, that GRANTEE shall not be responsible for a Zack of proper enclosure or for r storatioa of fencing W caused by someone other than GRANTEE, its employees, agents, contractors, subcontractors, or invitees, F. GRANTOR reserves the right to fence the whole or any pari of the boundaries of the right-of-way, end the right to build faxes crossing such easeruent. 3 i 1 �lll l '� IWfilgl�rl*ri Ik4E�[I I 1111r10LI M L 1111 Reception#: 721081 0411312007 01:42:14 PM 8;4913 P:0443 .iu,n Alberich 3 or 19 Reo FOO:$52.00 Dec Faa:0,00 CARFIELD COUNTY CO 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 are whei,o rock is encountered that would otherwise require blasting, in which ease, the faeilitles shall be buried a minimum ofelgjitacn (18) inches below the surface. H. Except as otherwise provided hereln, GRANTEE shall properly backfill and compact disirubed ground, excavated pipeline tranches, and other excavations in connection with its activities on the Easerneat 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 arty activity performed under this Agreement, GRANTEE shall repair damage 10 open irrigation and drainage ditches by using proper mechanical ditch channel compaction methods and by reestablishing pre -disturbance grades and ilowlines. All 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 activides permitted 'lavender 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. 1 Except as otherwise provided herein, GRANTEE shall mairuain current es -built drawings liar the pipeline and all of its surface and subsurface facilities located within the Easement Area and shall provide GRANPOR with copies of such drawings each time they are K. GRANTEE shall take alI necessary precautions, in conducting its activities under this Agreement, to prevent brush and grass foes. L GRANTEE shall determine if any activities require any permits or approvals from any agencies. orgeniradnns, 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 end sage grouse habitat study, approved by a Chevron Health, Environment & Safety representative, in Section 29, TSS, 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 atter pipeline construction ectivities 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 ofORANTEE. N. A segment of the proposed pipeline corridor on GRANTOR surface, approximately between and includinglinea [.142 and L1S1, 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 6th P.M. The pipeline corridor and pipelines located therein shall not encroach on or be placed in Bald galley. Following construction of pipelines in said segment, GRANTEE shall place and maintain obstacles amass 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 constiucdion and other material into drainages. GRANTEE shall be responsible for tete 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 cern and fill areas and other disturbed areas on GRANTOR surface are recontouted to generally oonfo rm with the =rounding terroin, 3 •1P MARM1L [ IrtifilLNI11111NIL11111 Ro tepttontt: 721069 04/13/2007 01:42.14 PA :1013 P:0444 dein Albarica A or 10 Ree Fay:$52.00 Goa F4a:0.00 GARFIELD COUNTY GO R. Pipeline construction activities on GRANTOR surface shall be coordinated with GRANTOR'a surface lessees to minimize conflicts for both ORAN'TEE 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 he rofi and shall continue so long as GRANTEE continues to use and maintain the pipeline and associated facilities in the Basement Area without interruption for more than one hundred eighty (180) coarocutive days, al which time GRANTOR will have the option of terminating this Agreement as provided in Paragraph 9B. 4. PAYMENTS. GRAMME shall pint to GRANTOR a payment in the amount of four thousand dollars ($4000) upon execution of this agreement An annual payment, as hereinafter described, shall ba made by GRANTEE to GRANTOR on or before each anniversary date of this Agreement, at the address Cost set forth below in this Section 4. The first of such annual payments shall bc in the amount of Pour thousand two hundred dollars ($4200). Said annual payment shall thereafter increase by Five percent (PA) each year. No payment shall bc 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 chock, mailed postage prepaid, to GRANTOR at Myron Shale Ori Company, P.O. Box 840659, Dallas, IX 75284-0659. which shall continue as the depository for payments hereunder regardless of changes in ownership of the Easement Arae, until such time as Grantee is notified, in writing, of a change of corporate name, identity andfor addreas of GRANTOR. Said payment shall reference thisAgreement's QI.S as found el the top of past one of this Agreement. 5. USE QF EASEMENT AREA. A. All activities permitted ender this Agreement shall be performed and conducted in a careful, safe, and workmanlike manors, and in such manner as will not interfere with GRANTOR's and ORANTOWs Icsseee licences; and permiteei explanation, paining, oil shale, oil and gas, firming, ranching. land development andfor other operations an other lands in the vicinity of the Easement Arra Prior to exercising any tights granted hereunder, GRANTEE shall give notice of GRANTEB'a planned construction activities to aft persons holding any rights, licenses, perrnita, easetnants or leases to use the surface of the Easement Area and lands used for access thereto. B. All activities permitted pwauant to this Agreement shall be performed by or under the direction of GRANTEE, and GRANTEE shall not permit, unless otherwise authorized by GRANTOR, public casements, 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 oftbe Hutment Area to as good a condition as existed prier 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 ORANTOR's right to conduct shale oil operations on the Easement Arca 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 tho interference. Costs incurred prior to January 1, 2018 in connection with the relocation of GRANTEE'S pipeline, valve terminals, gathering systems and atter related faciliiies 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 =locating or retsina operations suiting from such elimination of interference. 1 111 Kr 1 1111M 1111Min ,N1.111Wl ,l 1111111 Receptlonll• 721069 0071342007 11:4214 PM 041913 Ps0445 Joan Albsrleo 5 of 14 Nee Fs*:352.00 Doe Fns:0,00 GANFIEL4 COUNTY CO 6. INDEMNIFICATION. !CATION. GRANTEE AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD GRANTOR AND ALL OF GRANTOR'S AFFILIATED AND PARENT AND SUBSIDIARY COMPANIES, JOINT VENTVRERS AND PARTNER% AND ALL OF THE AFORESAID ENTmES' OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENT'S, INVITEES AND INSURERS ("INDEMNITEES") HARMLESS, FROM AND AGAINST MW AND ALL LIABTLTTY, LASS, DAMAGE, INJURY, COSTS (INCLUDING ATTORNEY FEES), EXPENSES, FINES, CLAIMS, DEMANDS AND CAUSES OF ACTION ARISING OUT OF, OR IN ANY WAY CONNECTED WMI GRANTEE'S ACTIVITIES OR OPERATIONS UNDER THIS AGREEMENT, FOR INJURY TO OR ILLNESS OR DEATH OF ANY PERSON (INCLUDING HUT 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 ]NDEMNI'T'EES, 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 MID ! C{tITY-SEMI PPL '.:ET IE'ftILEVrett F X B DEQ.. M R. VOI....•u5•T ' `''LIBMX, ArEETLF .: :CE...:niguacG ...:I f- •COMMIWIEMATIMERETZIRLDNEURREYLACRYE- 'CR swam :Ilei 1II OB OW. aIIR▪ `4LII'IT•%` €P PAUL " Cox' _t TVE F▪ ACWDT •Thi OTHERWISE UNENFORCEABLE UNDER APPLICABLE LAW, fs..1"`OIIII LTi: 7. GRANTEE INSURANCE REQUIREMENT. Without in any way limiting GRANTEE's liability under this Agreement, GRANTEE shall maintain, during the term dila 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 !unit of liability for Employers' Liability Insurance shall not be Iess 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 to cover liability assumed by GRANTEE under this Agreement; Product and Completed Operations Liability Insurance; Broad Form Property Damage Liability Insurances and coverage for Explosion, 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 shalt attend to owner), non -owned and hired automobiles used in the performance of this Agreement. The limits of liability of such insurance shall not bo less than $1,000.000 per person/ $1,000,000 per occurrence for bodily injury and SI,000,000 pm occurrence for property damage. The insurance specified in this Section Saver shall contain a waiver of subrogation against GRANTOR, and shall name GRANTOR as an additional insured with respect to the activities pet -formal 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 inswercc. PRIOR TO HAVING ANY RIGHT TO ACCESS THE LANDS SUBJECT HERETO OR EXERCISING ANY OF TIU'. RIGHTS GRANTED IN THIS AGREEMENT, GRANTEE MUST FURNISH GRANTOR WITH COPIES OF THE INSURANCE POLICIES OR CERTIFICATES OF SAID INSURANCE PROVIDING TIM COVERAGES AND ENDORSEMENT'S REQUIRED HEREIN. Ail iainraece pollees or certificates of tasarence provided to GRANTOR Anil be L a form acceptable to GRANTOR, shall referent* this Agreement's QLS number es toned at the s 11 Fill Min LEIVICANLIItr1 WI HITT Recap(lpntt, 321059 oettereoeg1 01:42:14 P11 8:1913 P•0446 11cga�n Alberico 6 of 10 Rbo Fee:152.00 Doc Feer0.00 GARFIELD COUNTY CO top of page one of this Agreeweat read shaft be provided to GRANTOR prior to GRANTEE exercising any of the rights granted herein. 3. TAXES, LIENS AND ENCUMBRANCES. GRANITE agrees to pay promptly and before delinquency all taxes and assessments levied or assessed upon or against the Easement Arra during the term hereof, by reason of, or resulting from GRANTEE'S activities under this Agreement in relation to the pipeline and eesocieted facilities, and to reimburse GRANTOR for any Increase is taxes paid by GRANTOR resulting from the value of such pipeline end associated facilities, whether or not separately assessed. GRANTEE shall pay all taxes levied or assessed upon or against ORANTEE's pipeline and associated facilities and operations on the Easement Area 9. TERMINATION. A, In the event of arty default by GRANTEE in its obligations hereunder, GRANTOR may deliver to GRANTEE valeta notice specifying the default If the default remains unoonected 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 staved 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 sauac is placed In the mail addressed to GRANTEE. B. 11 at any time alta GRANTEE begins construction ofthe pipeline, GRANTEE fails to use the Easement Arca or any linear past thereof for the ptuposes provided hereunder for more than one hundred eighty (180) consecutive days, GRANTOR may terminate this Agreement as to those parts of the Easement Arta 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 roust deliver native of the nonuse to GRANTOR within one (I) month of said threshold date. If GRANTEE Ms to deliver said notice of nonuse to GRANTOR within the specified one (I) month time period, than 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 nix (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 shalt 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 %enninated. 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 OR INTEREST. The rights granted to GRANTEE under this Agreement shall not be assigned or otherwise transferred without the prior written consent of S ■III In 1014N Y CM 4 111111 Receptiontt: 7Z1e68 04/13/2007foDFee: 52.10 Dac4Faa c. CRRFlELD4C4SlkoIiY CO GRANTOR. Subject to the foregoing, all of the terms, covenants, and conditions of this Agreement shall be bioding upon the successors and assigns of the parties. 11. WMVER CLAUSE. The failure of either party to enforce, at any lime, 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 provisioo, 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, end its cowls shall have jurisdiction to enforce this Agreement. 13. ATTORNEYS' FEES. In the event of a default by either party is the performance of its duties the court with the proper jurisdiction to resolve the dispute shall award reasonable attorney fees end costs to the successful party or in such other manner as the court deems appropriate, 14. NOTICES. Any notices regritcd or permitted under this Agreement shall be given in writing. The notice shall be served either personally or by registered or certified mail with rescan receipt requested. Service shall be effective when received. All notices herotmder shall be directed to the addresses set forth below or aitch substitute address or addresses as provided to the parties at least thirty (3D) 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 Shalt Oil Company Atilt: Manager, Shale Oil Development III 11 S. Wilcrest Dr. Houston, TX 77094 GRANTEE: Petroleum Development Corporation 3801 Carson Avcuue Evans, CO 80620 15, CONFLICT OF IN ERF.ST. No director, a nployec, 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 entertaimncat of significant coat or value in connection with this Agreement. During the tens of this Agreement and for 2 years, thereafter, any mutually agreeable representatives authorized by tither 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 'ND -NESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. Chevron U.SA. Inc. By: ,4) Name: rs fes: Attorney -in -Fact 1 FIN N t Gtr P/ i i II I Recept Uoilft : 721069 04/1342007.01:42:14 PM B:1913 13:0449 .roan Plbario0 O of 10 Ren Fee.S52.00 Doo Fee:0.00 4aRFTELD COUNTY CO STATE OF TEXAS COUNTY OF HARRIS The Gre 'log in went was acknowledged before me this L day -rn�_ 2Figb.. �� as Attorney -la -Fact forChevm My Commission Expires: 9 r Notary Public ./(dittiviae STATh OF COLORADO COUNTY OF DENVER " The foregoing instrument was exknowl - ged before me this . of October, 2006 by Petroleum Development Corporation. My Coro slon Expires My Commission Expires: 0511312008 Notary Public :eturn to: Petroleum Development Corporation ! 1775 Sherman Street, Suite 3000 • Denver, CO 80203 A.-+h:3e-oni latee- 8 4 u•t. 1wifMM1 tM f0 .0-30 •71v6 F6 -H.-40 4ar6 !odium CYJ ;ma OlE]O NW AD nirxra .¢ObhT Trio u1011 k y Alho 1541 b ru61a1 la rl ZWEtt - lO+ . 7r•v w a 1tt'iIO, WIM1 s •n IHltli II+U.'I l 1.4-51.2 "wax warn W4. 411 ncors 4 M; WI ?V 81 xrukll a kiwi;tcpx,, :710+1 l9L9-40.01.6 19910 OO'1%19 '4ti�P re'afiR Amt "JPU 9•LI4419 NO11.71LWINOZ o0Yao1o3 'A.LNnoa U1 JI.UVO 'N.YIat an '[Vdj3NItld RIMS ',LS361 d6 39NVd `H1f1OS 9 JH;SNMMOL 'CI QNV 'El '1 sMOI103S ONY 1S3M 06 301.VJ '111WI0S 9 dIHSNMMOJ. Ga DIY 'ZC '0E '69 'OZ '61 SNO1133S NI 3,LVfIiIS AWL .I0 /NOM 3NI13did SY0 IViln.LYN SiIH ,oar ANYdI' 00 PI I3101JL3d Ai383H G3S0d0HEI AD SUNf108 QNV S3d31/ afar -1831N30 Va.'•. ISI M:fblim l ..S_ 11=17C'..MMIllm .y._•; an.l. 1MIu Jr_n� ALL . •�vca�..alrr ?1 • �•TIY7:11_ '.7.U'.,.S..MEMIN laum LULLIralimilAnimesimi L•.t.- • 17 ii=: ru../ .7aLL,LjAMMO =Ma SRI/i0126!• .3. V;SJINIMITEM,STLEM 1 �_=1� x301 1�:p� er-4 pa.re SSC G 1 '. /+3I�1� LLRL'/_ZEINNII 0 r�r_ s.m_ L• r,1Elln r rr 0 �R.1 t»i i6 JW% _aefdreq IOX 4 rut 111/4111A MWill rac h4TAWl I1I'M FL 1111! ReceptlonN: 715970 01!2512007 03:45:52 PM B:1888 P:0524 Joan Alberica 1 of 5 Ree Fee:328.00 Doc Fee:0.00 GARF[ELO COUNTY CO MEMORANDUM OF GAS GATHERING AGREEMENT THIS MEMORANDUM OF GAS GATHERING AGREEMENT (this "Memorandum") is made and entered into as of December 28, 2006 (the "Effective Date"), by and between PICEANCE CREEK PIPELINE, LLC, a Delaware limited liability company ("Gatherer"), with an address of 1100 Louisiana, Houston, Texas 7002, and ENCANA OIL & GAS (USA) INC., a Delaware corporation ("Shipper"), with an address of 370 17th Street, Suite 1700, Denver, Colorado 80202. WHEREAS, Shipper and Gatherer entered into that certain Gas Gathering Agreement dated December 28, 2006 (the "Agreement"), pursuant to which Gatherer will provide to Shipper Gathering 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 and Rio Blanco Counties, 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 are summarized in Sections 2 through 6 below. 2. Term. The term of the Agreement shall commence on December 28, 2006, and 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 and has agreed to deliver, or cause to be delivered, to Gatherer, at the Receipt Points, all of the Dedicated Gas, which includes: (a) all of Shipper's Gas produced from all Dedicated Wells located within the Dedicated Area more particularly described on Exhibit A attached hereto, subject to prior dedications and commitments and the limitations specified in the Agreement; (b) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated June 7, 2006, as amended from time to time, by and between Berry Petroleum Company, as "Shipper," and Shipper, as "Gatherer," which covers Sections 1- 36 of Township 5 South, Range 94 West; Sections 1-36 of Township 5 South, Range 95 West; Sections 1-36 of Township 6 South, Range 95 West; and Sections 1-4, 9-16, 21-28, and 33-36 of Township 6 South, Range 96 West, all located in Garfield County, Colorado; (c) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated August 24, 2006, as amended from time to time, by and between ConocoPhillips Company, as "Shipper," and Shipper, as "Gatherer," which covers parts of Sections 21, 22, 23, 27, 28, 29, 30, 31, 32, 33, 34, 35 and 36 of Township 4 South, HOUSTON: 0223134.001)36: 1 t 34552v 11 th • ■IIf I 1 IV Hi MI11SlrMI 1E11 Reccptione, 71597e 61125,2007 03.45:52 PM B:1889 P:0525 Jaan Q14er,co 2. of 5 Rae Fee:S26.00 Doc Fee:O.00 GARFIELO COUNTY co Range 96 West; parts of Sections 25 and 36 of Township 4 South, Range 97 West; parts of Sections 2, 3, 4, 5, 6, 7, 8, 9, 16, 17, 18, 21, 27, 28, 33, 34, and 35 of Township 5 South, Range 96 West, all located in Garfield County, Colorado; (d) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated November 7, 2006, as amended from time to time, by and between Orion Energy Partners, L.P., as "Shipper," and Shipper, as "Gatherer," which covers the S/2SE/4, SE/4SW/4 of Section 7; S/2, E/2NE/4 of Section 8; W/2W/2, SE/45W/4 of Section 9; W/2, 5/2SE/4 of Section 16; all of Section 17; Lot 4, E/2SW/4, SE/4NW/4, E12 of Section 18 of Township 6 South, Range 91 West, all located in Garfield County, Colorado; and (e) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated June 29, 2006, as amended from time to time, by and between Berry Petroleum Company, as "Shipper," and Shipper, as "Gatherer," which covers portions of Sections 19, 20, 29, 30, 31, 32, 33, 35 and 36 of Township 5 South, Range 96 West; portions of Sections 5, 6 and 18 of Township 6 South, Range 96 West; and portions of Sections 1, 2, 11, 12, 13, 14, 21, 22, 28, 33 and 34 of Township 6 South, Range 97 West, all located in Garfield County, Colorado, subject to the potential release of 320 acres. 4, Covenant Running with the Land. So long as the Agreement is in 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 Axea and (ii) be binding on and enforceable by Gatherer and its successors and assigns against Shipper and its successors and assigns. 5. Gatherer Right of First Refusal. Subject to the terms and conditions of the Agreement, Shipper has granted to Gatherer a right of first refusal (the "Gatherer First Look") at the time of any proposed Transfer of all or any portion of two (2) parallel, twelve inch (12") diameter, approximately 44 -mite -long pipelines currently owned by Shipper and that extend from the area known as the White River Resource area southwest of Meeker, Colorado, located in Section 19, Township 1 South, Range 97 West, Rio Blanco County, Colorado, to northwest of Parachute, Colorado, located in Section 34, Township 6 South, Range 96 West, Garfield County, Colorado (collectively, the "American Soda Pipelines"), to purchase such American Soda Pipelines as are offered for Transfer by Shipper. 6. Shipjer Right of First Refusal. Subject to the terms and conditions of the Agreement, Gatherer has granted to Shipper a right of first refusal (the "Shipper First Look") at the time of any proposed Transfer of all or any portion of that certain 36 -inch diameter, approximately 48 -mile natural gas gathering pipeline, known as the Piceance Creek Gathering System, located in Garfield and Rio Blanco Counties, Colorado (the "Piceance Creek Gathering System"), to purchase such portion of the Piceance Creek Gathering System as is offered for Transfer by Gatherer. 7. No Amendment to Agreement. This Memorandum is executed and recorded solely for the purpose of giving notice and shall not amend nor modify the Agreement in any way. f Signature Pages Follow] HOUSTON:O22364.00036: 1 [34552v11 ., 1111N 11111 Recaptiontt: 715970 01/25/2007 03:45:52 PM S,SB$5 P.0525 Jean Albprl09 3 OF 5 Ree FeeS26.00 Doc Fee:0.00 GARFIELD COUNTY CO IN WETNESS WHEREOF, this Memorandum has been signed by or on behalf of each of the Parties as of the day first above written. ENCANA 0 (USA) INC. r— By: Name: t)/,.n 144 r r-,9 1 E t Title: View r STATE OF Coil>ra eLo COUNTY OFf § The Pu foregoin instrument was acknowledged before me by r):10 Yj ,yr,21 J , the �tGP F�iFOhir]t GofEnCana Oil & Gas (USA) Inc., a Delaware corporation, on behalf of said corporation this JS' day of Dec.. , 20Q6. AIN MUM SCHMTt Not ory Pubic State of Cotgtallo900 HOUSTON: D22314.00036: 1134552v1 or the State of Colorado �fllili}�5 Recep4.lonq: 715970 DS125;2007 83:45:52 AM 8:1889 P:0527 Joan R%berira 4 of 5 Rao Fee:526.00 Doc Fee;O.00 GRRF1i:LD COUNTY C9 STATE OF PICEANCE CREEK PIPELINE, LLC By: Enterprise Gas Processing, LLC, its sole member By: Name: z-/7. Title:of -C! § yeti 1;ed COUNTY OF Migiez4 The fore hag instrument was acknowledged before r of Enterprise Gas Processing, company, as sole member of Ficeance Creek Pipel' - LLC, a on behalf of said limited liability company this day of, me byJ-ei L , the LLC, a Delaware ,)mmled liability L��ited 6 liability company, N tart' P 'blit in and for the State of Texas AFTER RECORDING RETURN TO: Carolyn P. Varela Locke Liddell & Sapp LLP 3500 JPMorgan Chase Tower, 600 Travis Houston, TX 77002 HOUSTON: 02-2384.00036: 113455201 111 F".1 MINIM ELIOVI I UA Hi 11 111 Reception • 715970 0112512007 03:45:52 P11 8:19115 15:052B Sean Ribarlco 5 of 5 Rea rce.s28.00 Doc Fee;O-00 =WIELD COWITY CO II '..3S1111177n:•� innwflownwimp 11211:11iiiiik ryr,e.. ■1�1141 ■.al7i 1=.1621.1224, •al e mm ■a,■wr■ wr■ff■■IIl EVAILUMEEI iNI • a.r.f is ■ !fin COOMIEVA= • rag, inlii itpumixoti 11 ■ia� ■ w tt ES MAWill gni: Peg Oil ■■ r ■ 1R map min PRWIIIIR ■ IMP; 0■ 1181P1S161 VARIORUM 4rIaldi. '-n J1 f bongo 1 =C 1:12:1111 !spew PIM. 0: •y, t NW tient, ♦atewf r, 1 1 a0}a2W +MEW w ■ 'SPEW !MEW fa TIE foakw ftanW 1 NA iiL liallerl f c•kaPRP lL le ■■11 0,. ■■ tIw ■uC:U�I+= Iiiit•ILLrUT,: Twig:iS f rn�V lam v,..u■' MINI ,.art,■• $U IsrrrrKc�wt,� l PE IOMPORsu■PP S e 4mompailim In If g ram ��+II 11:0:0 j olgar 11111111110 ■Wr.■■at . ■■r.rl■.r i■ rrrww■iilr 1a■■1 ■- p ,':"'.; summa' 11 a■. nit, two■ IISMw "MN ff spew 1 ftlfglW fsa fa7W u6I0TW fZS JOT U8101W 11091W UMW d I bneia dr L_ jab- f HEW 1St f fW Ec=rm=olliL 1=10m0ond Ara+ Awls. b4 DEDICATED AREA EXHIBIT A 111111i 11111 1111111 11111 1111 111111 11111 III 11111 11111111 685625 11/0212005 11;34A 81742 P1 M RLSDORF 1 of 2 R 11.00 D 0.00 GARFIELD COUNTY CO AFFIDAVIT OF PRODUCTION AFFIANT, RODNEY G. MELLO1T, being first duly sworn, upon oath deposes and says: THAT, Piceence Gas Resources LLC, 1675 Broadway, Suite 2000, Denver, Cororado 80202, owns a leasehold lnteresl In the fotrowing described oil and gas /ease (the 'Subject Lease"): Lessor. Chevron Shale Oil Company Date of Lease: November 15, 2002 Legal Description: 210830 - UNOCAL TRADE FEE Townshin5 South. Range 96 West. 6'" P.M. Section 36: Bituminite No. 15 Placer Mining Claim being the N/2SW14 8300013- C. H. DRAGERT FEE Township 5 Soh_ Range 96 West`61" P.M. Section 38: J. 8. No. 4 Pracer Claim, being the SJ2SW14 830170 - EATON BASIC AGMT NO. 1 & 2 FEE Township 5 South, Range 96 West 6'" P.M. Section 19: French #12 Lot 1 910380 - EATON BASIC AGMT NO. 5 & 6 FEE Township 5 South. Range 96 West. 6°' P.M, Section 19: French #9 5/25EJ4 Section 19: French #10 N/2SEJ4 830170 - EATON BASIC AGMT NO. 1 & 2 FEE Township 6 South. Range 96 West. 6" P.M_ Section 20: French #25 NW/4 Section 20: French 027 SE/4 910380 - EATON BASIC AGMT NO. 5 & 6 FEE Township 5 South, Range 95 West. 6°' RM, Section 29: French #26 W12NW14 Section 29: French #27 E12NW14 Section 29: French 028 N/2SE14 Section 29: French #29 S/2SFJ4 Section 30: French 117 Lot 2 Section 30: French #8 Lot 1 Section 30: French #5 S12SE14 Section 30: French #6 N/2SE14 Section 31: French 03 Lot 2 Section 31: French #4 Lot 1 Seclion 31: French #1 S12SE14 Seclion 31: French #2 N/2SE14 Section 32: French #30 NU2NW14 Section 32: French #J31 5/2NW14 910410 - R. L. EATON AGMT NO. 1 Township 5 South. Range 98 West. 6°i P.M, Section 32: Tho Virginia No. 1 Placer Mining Claim containing the S/2SE/4 Section 32: The Virginia No. 2 Placer Mining Claim containing the N /2SE/4 910630 - UNOCAL TRADE FEE Township 5 South. Ranee 98 West. 6e' P.M. Section 33: The north 198 feet of the Virginia No. 6 Racer Mining Claim, being the north 198 feet of the S/2NW/4 and the west 32 rods of Federal No. 36 Placer Mining Claim, being the north 32 rods of the NW/4NW/4 �(C ILPft 1 illtil111111111111111111111 [1111111111111111111111111 885625 11/02/2005 11:34A 81742 P2 M ALSDORF 2 of 2 R 11.00 0 0.00 GARFIELD COUNTY CO 910410 - R. L. EATON AGMT NO. 1 FEE Township 5 South, Range 96 West,6th P.M. Section 33: The Virginia No. 5 Placer Mining Claim containing the S/2NW/4, less and except the north 198 feet of the Virginia No. 5 Placer Mining Claim, being the north 198 feet Section 33; The Virginia No. 3 Placer Mining Claim containing the S/2SE/4 Section 33: The Virginia No. 4 Placer Mining Claim containing the N/2SE/4 910630 - UNOCAL TRADE FEE Township 5 Soub, Range 96 West. 6th P.M. Section 35: Consolidated No. 12 Placer Mining Claim containing the S12SW14 THAT Piceance Gas Resources LLC operates the following described weli(s) located on the Subject Lease or on lands pooled or communitized therewith: Chevron 36-32D Chevron 36-42D Township 5 South. Range 96 West, 6th P.M. Section 36: SW/4 Garfield County, Colorado THAT the above described well(s) was/were drilled, completed and capable of producing oil, gas and associated hydrocarbons before the end of the primary term of the Subject Lease and That the above described well(s) has/have produced continuously since first sales on July 15, 2005 and pursuant to the terms of the Subject Lease. The Subject Lease is therefore held by production. FURTHER AFFrANT sayeth not. Rodney G. Mellott STATE OF COLORADO ) )ss CITY & COUNTY OF DENVER ) The foregoing instrument was acknowledged, subscribed and sworn to before Z, me this 5 day of f rro3 E.€ , 2005 by Rodney G. MelfotL Witness my hand and official seal My Commission Expires: ttltiAH J. MCCAU NOTARY PUBLIC STATE Of COi.ORAD0 iuy Commission Expires 13r/QS s eh�M Notary Public 11I1I111111111111I NB 11111111111 1111111111111111111111 623e87 03/19/2003 01152P 01447 P579 h ALSOORF 1 or 6 R 40.25 D 9.00 GARFIELD COUNTY CO OIL AND GAS LEASE (LEASE #2) THIS AGREEMENT, made and entered into as of the 15th day of November, 2002, by and between Chevron U.S.A. Inc., successor in interest to Chevron Shale Oil Company, whose address is 11111 S. Wilcrest Dr., Houston, Texas 77099 hereinafter called "Lessor," and Petroleum Development Corporation, whose address is 103 East Main Street, P.O, Box 26, Bridgeport, West Virginia 26330, hereinafter called "Lessee." W1TNESSETH: 1. Lessor, for and in consideration of the sum of TEN DOLLARS (510.00) and other good and valuable consideration, in band paid, of the royalties herein provided and of the agreements of Lessee herein contained, hereby grants, demises, leases and lets exclusively unto Lessee all of Lessor's right, title and interest in the land hereinafter described, for the purpose of investigating, exploring, drilling for, producing, saving, taking, owning, transporting, storing, handling and treating oil and gas, herein called leased substances, together with all rights, privileges and easements useful for Lessee's operations hereunder on said land; including but not limited to the following rights: to lay pipelines; to build roads; to construct tanks, pump and power stations, and power and communication lines; and to redrill, deepen, maintain, rework and operate any well so drilled, subject in all cases to the provisions of paragraphs 15 and 16. The land included in this lease is situated in the County of Garfield, State of Colorado, and is described on the attached Exhibit A, including all of Lessor's right, title and interest in all leased substances underlying lakes, streams, roads, streets, alleys, easements and rights-of-way which traverse said land; and including all lands owned or claimed by Lessor as a part of any tract above described; and containing 4541.80 acres of land mon: or less. This tease shall cover all of Lessor's right, title and interest in said land now owned by or hereafter vested in Lessor. For the purpose of calculating any payments based on acreage, the land shall be deemed to contain the acreage above stated. 2. Subject to the other provisions herein contained, this lease shall remain in force for a period of three (3) years from the date hereof, herein called "primary term," and thereafter so long as leased substances or any one or more of thein are being produced from said land or any operation permitted hereunder is being conducted on said land or this lease is continued in force by reason of any of the other provisions hereof. 3. Royalties on leased substances to be paid by Lessee are: (a) on oil, eighteen and three quarters percent (18.75%) of that produced and saved from said land, to be delivered at the well or to the credit of Lessor into the pipeline to which the wells may be connected; Lessee may from time to time purchase any royalty oil, paying therefor the market value in the field where produced on the day it is run to the pipeline or storage tanks; (b) on gas, including casinghead gas, produced from said land and sold or used off the premises, the market value at the well of eighteen and three quarters percent (18.75%) of the gas so sold or used, provided that on gas sold at the well the royalty shall be eighteen and three quarters percent (18.75%) of the amount realized from such sale. If Lessee shall discover gas hereunder on said Iand or on land unitized with any of said land, Lessee may at any time or times during or after the primary term and at Lessee's election, pay as royalty (herein called shut-in gas well payment) a sum equal to one dollar per acre on the acreage then held by Lessee hereunder, whereupon it shall be considered for all purposes of this lease that a leased substance is being produced hereunder from said land for a period of one year, such year to commence on the anniversary of this lease next preceding such payment. Provided, however, that this lease may be extended by tender of shut-in well payments for no more than two consecutive years from the anniversary of this lease next preceding Lessee's payment. Any such payment may be made in the same manner as provided elsewhere in this lease for payments hereunder but shall not be in lieu of any royalty based on actual production. Lessee may use, free of royalty, leased substances from said land for all operations conducted upon the leased lands or lands unitized with any of said land. 4. This is a Paid -Up lease and Lessee shall not be obligated during the primary term to make any further payments or to commence or continue any operations hereunder in order to PDC Luno - Luno S2.doc 2118/1003 11 •5 -1- O' d i 111111111111111111.111111111111111 111111 III 1111111111111 6230B7 03/10/2003 01:52P 01447 P580 11 RLSOORF 2 of 6 A 40.25 D e.es GARFIELD COUNTY CO maintain this lease in force. Any money payable hereunder may be paid in cash or by check, mailed or delivered to Lessor. Lessee may at any time or times surrender this lease as to all or any portion of said land by mailing or tendering to Lessor or by filing for record a release or releases, artd be relieved of all obligations thereafter accruing as to the acreage surrendered, but same shall not relieve Lessee of any obligation existing as of the date of such release. ei% 5, If any operations or production of a leased substance or any combination of such activities shall occur hereunder and if at any time or times after the primary term or within sixty (60) days before expiration of the primary term, such operations or such production or any combination of such activities shall cease for any cause so that none of such activities continues, such cessation shall not cause this lease to terminate and this lease shall remain in force if and so long as (a) shut-in gas well payments arc made under paragraph 3 (if applicable) or (b) any operation or production of a leased substance is commenced or resumed hereunder within sixty (60) days after cessation of the last of the operations or production that had occurred hereunder or (c) the cause of cessation is covered by paragraph B hereof. Wherever used in this paragraph 5, or wherever else used in this lease unless the context requires otherwise, the meaning of the word "operations" shall without limitation include: drilling, digging and boring operations, producing operations, the drilling of a dry hole or successive hotes before or after production is obtained, plugging back, reworking operations, deepening operations and remedial operations in connection with drilling or producing operations. 6. Lessee shall pay for all damages caused by Lessee's operations, including but not limited to damages to growing crops, buildings, irrigation ditches, livestock, feed lots and fences. Lessee will bury pipelines below ordinary plow depth at the time of installation when crossing cultivated land owned or operated by Lessor or its surface lessees. No well shall be drilled within two hundred (200) feet of any residence or other improvement now or hereafter constructed on said land without the consent of the owner thereof. Lessee shall have the right at any time within ninety (94) days after expiration or surrender of the lease or any part hereof to remove all of Lessee's property and fixtures, including the right to draw and remove all casing. Lessee shall restore the surface as nearly as practicable to its original condition upon expiration or surrender of the lease. 7. Lessee shall have neither the right nor the power to assign this lease, in whole or in part, to another party without the prior written consent of Lessor. Lessor may withhold its consent to any such proposed or attempted assignment for any reason or for no reason in its sole discretion. 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 than 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, Provided, however, this provision shall not apply to assignments that may be made to limited partners that Lessee may be required to make under limited partnerships Lessee may form to conduct operations under this lease. Also, this provision shall not apply to transfers of interest that result from mergers, acquisitions or sales of all of Lessee's assets and assignments to Lessee's corporate affiliates. 8. Whenever as a result of any cause beyond Lessee's reasonable control (such as Bre, flood, storm, or other act of God, governmental law, order, or regulation, labor disputes or war) Lessee is prevented or hindered from exercising any of its rights hereunder, complying with any of the terms hereof or carrying out any of its obligations hereunder, and such prevention or hindrance occurs during the tcrm hereof, either primary or extended, as the case may be, the obligations of Lessee hereunder (excluding only its obligation to pay royalties on actual production, and other monetary payments required or permitted by the terms of this lease), shall be suspended during the period of such prevention or hindrance and for ninety (90) days thereafter. If such hindrance occurs during the primary term hereof, the primary term shall be extended for a period of time equal to the period of such suspension and this lease shall remain in full force and effect during such period of suspension and during any such extension of the primary term, 9. In connection with operations for the production of oil and gas or either of them, Lessee may at any time or times pool or unitize this lease insofar as it covers the lands covered PDC Lease - Lrbsc tl2.da 2/1812003 -2- 11111111111111111111111111111(11111111111111111 NII 1111 6230B7 031t8/2003 0i;5 81447 P551 M RLSDORF 3 of 6 R 40.25 D 0.50 GttRFit .D COUNTY OO gis hereby, in whole or in part, as to any stratum or strata, with other lands and leases in the same area or field so as to constitute a unit or units whenever, in Lessee's judgment, necessary or advisable to comply with a law, rule, order or regulation of a governmental authority having jurisdiction, to reduce or prevent economic waste, to protect correlative rights, or to promote, encourage or accomplish the conservation of natural resources, by filing for record in the applicable county records an instrument so declaring. Upon production from any part of any such unit, Lessor shall be entitled to the royalties provided for in this lease on only that fractional part of writ production allocated to that portion of this lease included in such unit. Operations upon any such unit or production from any part of such unit shall be treated and considered for all purposes of this lease except payment of royalties, as operations upon or production from this lease. 10. The royalties hereinabove provided are determined with respect to the entire estate in leased substances and if Lessor owns a Iesser interest therein or if this lease covers less than the entire estate in leased substances, the royalties to Lessor shall be reduced proportionally. Lessormakes no warranties of title to the leased premises, whether express or implied. Lessee at its option may purchase or discharge in whole or in part any tax, mortgage or othcr lien upon said land, may redeem the same from any purchaser at any tax sale or adjudication, and may reimburse itself from any royalties accruing hereunder and shall be subrogated to such lien with the right to enforce same. 1L Lessee agrees to defend, indemnify and hold harmless Lessor, its affiliates, and any employee, agent, contractor or other representative of Lessor and its affiliates, from any and all claims, demands, suits, losses, fines, penalties, damages, liabilities, costs and expenses of every character whatsoever (including but not limited to court costs and attorneys' fees) arising out of or in connection with Lessee's operations on the leased lands. 12. if this lease has not sooner terminated, then effective as of five (5) years after expiration of the primary term this lease shall terminate as to all depths below the stratigraphic equivalent of the deepest depth drilled on the leased !ands and as to all lands not included within a spacing unit producing or capable of producing oil or gas in paying quantities. in the event the area in which a well is drilled and completed is not spaced as per applicable state oil and gas regulations, then the lease shall be deemed to cover an approximate three hundred twenty (320) acre parcel surrounding and including the well Iocation. Lessee shall file of record an appropriate release within thirty (30) days after the effective date of the termination. 13. At all times during the drilling, testing and completing of any well drilled on the leased lands or on lands pooled therewith, Lcssce shall cause Lessor and its affiliates and the employees and agents of Lessor and its affiliates, to have access at their sole risk to the derrick floor and all facilities relating to the drilling of the well(s) and to receive all information relating to such operations including but not limited lo daily drilling reports and logs, cores and samples obtained in commotion with such operations the same as though Lessor and its affiliates were drilling the wcll(s). Notices of intent to spud, log and plug and abandon wells shall be furnished to the following: ChevronTexaco Shale Oil Company Attn: J.T. Schmid, fr., Manager 11111 S. Wilcrest Dr. Houston, TX 77099 Upon written request, Lessee shall furnish all well information, including all reports, logs and samples to: ChevronTexaco Shale Oil Company Attn: Greg arose 11111 S. Wilcrest lir. Houston, TX 77099 14. This lease 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. PDC I.rnsc - ['MCO2.doc 2!1.812003 -3- 111111111111111111111111111111111111111 III 1111111111111 623087 11311812003 0k.52P 81447 P3ti2 1i 19110 F 4 of 6 R 40.25 o 0.0s GARFIEtD COUNTY CC 15. Lessee shall obtain prior written approval from Lessor for each use of the surface that Lessee proposes to make under this lease, including but not limited to drill sites, access and surface reclamation plans. 16. Notwithstanding that Lessee may have obtained Lessor's approval under paragraph 15 to make various uses of the surface of the Ieased lands, Lessee's operations shall bo subordinate to Lessor's right to conduct shalt oil operations on the leased lands at any time in the future. If Lessor determines in its reasonable discretion that Lessee's operations will interfere with Lessor's shale oil operations, Lessee 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 Lessee's wells, gathering systems and other related facilities in order to eliminate an interference shall be borne by Lessor. If any such change, cessation or relocation of facilities results in permanent loss of production, Lessor will compensate Lessee for same at the then fair market value of the leased substance. Effective January 1, 2018 and thereafter, Lessee agrees to change, cease or relocate its operations at its sole risk and cost, in order to eliminate an interference and Lessor shall have no obligation to compensate Lessee for lost production resulting from such elimination of an interference. IN WITNESS WHEREOF, this instrument is executed as of the date first above written. LESSOR CHEVRON U.S.A. INC. TAX 1.D. 25.0527925 By: Social Security or Tax Number its: Attorney-in-Faet STATE OF TEXAS COUNTY OF HARRIS LESSEE PETROLEUM DEVELOPMENT CORPORATION By: fr Its: s E, Riley, VP The foregoing instillment was acknowledged before me this day of (}1 LI.r/Get e , 2003 by O. F. Baldwin II as Attorney -in -Fact for Chevron U.S.A. Inc. My Commission Expires: q • 3a -O �r STATE of WEST VIA ) } COUNTY OF HARRISON ) Notary Public The foregoing instrument was acknowledged before me this 21st day of Pebrusry , 2003 by Thanes E. Riley as VP Marketing of Petroleum Development Corporation. ",.Commission Expires: June 2, 2009 Rita A. Clark Notary Public OFFICIAL BEAL Notary Pu Stall ll 01 {gat Virginia A, CLA PetroleumDevelopment OO2lan 1. 103 East Wren B ar1d0epor1.WV 26330 hie eommleebf 6cplilk JWse 2.2003 PDC tease • Lease 02.doe 2/12/2003 -4- 1111111 IIID III1II Il1I 11111111111111111 II11111111111111 65xofB7 6 R340.23 0 .003 g2P 181447 P583 II GARFIELD I:0UKTY C0DORF EXHIBIT A OIL AND GAS LEASE (LEASE #2) Between Chevron U.S.A. Inc. and Petroleum Development Corporation Dated November 15, 2002 830000--C T5S. R46W. 6 P.M. 1.13. No. 4 Placer Claim, comprising the S/2 SEM of Section 35 and the S/2 SW/4 of Section 36; containing 160 acres, more or leas. 830170 — EATON BASIC AGMT NO. 3 & 2 PER TSS. R96W, 6c' P.M. French #12 - Section 19: Lot 1, NE/4 NE/4; French 025 - Section 20: NW/4; Federal #26 - Section20: NE/4; Federal #27 - Section 20: SE14; and N/2 of Federal #29 - Section 29: N/2 NE/4; containing 651.29 acres, m0re or less. 1380 — EATON TSS. R96W. 6th P. French No. 1 Sec. French No. 2 Sec. French No. 3 Sec. French No. 4 Sec. French No. 5 Sec. French No. 6 Sec, French No. 7 Sec. French No. 8 Sec. French No. 9 Sec. French No. 10 Sec. French No. 11 Sec. French No. 26 Sec, French No. 27 Sec. French No. 28 Sec. French No. 31 Sec. French No. 29 Sec. French No. 30 Sec. French No. 31 Sec. BASIC AGMT NO. 5 & 6 FEE M. 31: Lot. 4, SIl SE/4; 31: Lot 3,N/2 SE14; 31: Lot 2, Sf2 NEJ4; 31: Lot 1,N/2 NF/4; 30: Lot 4, S/2 SE/4; 30: Lot 3, N/2 SE/4; 30: Lot 2, S/2 NF/4; 30: Lot 1, Nit NE/4; 19: Lot 4, S/2 SE/4; 19: Lot 3, N/2 SE/4; 19: S/2 NE/4; 20: Wf2 SW/4 and Sec. 29: W/2 NW/4; 20: Ell SW/4 and Sec. 29: Ell NW/4; 29: N/2 St2; 32: SE/4 NE/4; 29: S12 S/2; 32: N/2 N/2; and 32: 5/2 NW/4, S W/4 NE/4, containing 2,354.51 acres, more or Tess. 910410 — R. L. EATON AGMT NO 1 FEE TSS. R96W. 66 P.M. The Virginia No. 1 Placer Mining Claim embracing the S/2 S12 of Section 32; The Virginia No. 2 Placer Mining Claim embracing the N/2 S/2 of Section 32; The Virginia No. 3 Placer Mining Claim embracing the S/2 5,2 of Section 33; The Virginia No. 4 Placer Mining Claim embracing the N/2 S2 of Section 33; The Virginia No. 5 Placer Mining Claim embracing the S/2 N/2 of Section 33; containing 800 acres. more or less; Less and except the North 198 feet of the Virginia No. 5 Placer Mining CIaim, being the North I98 feet of the S/2N/2 of Section 33, T5S, R96W, e P.M., containing 24 acres, more or less. Total for this Agreement 910410 is 776 acres, ore or less. PDC Lease - Lena f 2.doc 2!1812003 -5- f III[fl 1111! II011 I[[! 1111111111[ 11[!1111II1[i 11[ [I[f 623087 03/18/2003 01:52P B1447 P664 M RLSGORF 6 of 6 tt 40.28 0 0.00 GARFIELD COUNTY CO 45. 910630 —UNOC • TRADE FEE T53. R96W of the 6" P.M. Consolidated 14o. 12 Placer Mining Claim, comprising the S/2 SE/4 of Section 34 and the S/2 SW/4 of Section 35; Consolidated No. 13 Placer Mining Claim, comprising the N/2 SEM of Section 34 and the N12 SW/4 of Section 35; Bituminite No. 15 Placer Mining Claim, being the NE/4 SiJ4 of Section 35 and the N/2 SW/4 of Section 36; and That part of Bituminite No. 16 Placer Mining Cluim constituting the NW/4SFJ4 of Section 35; containing 480 acres, more or less; Plus Federal No, 29 Placer Mining Claim, embracing the S/2 NE/4 of Section 29, containing SO acres, more or less; The North 198 feet of the Virginia No. 5 Placer Mining Claim, being the North 198 feet of the Sf2 N/2 of Section 33, containing 24 acres, more or less; and The West 32 rods of Federal No. 36 Placer Mining Claim, being the West 32 rods of the NW/4 NW/4 of Section 33, containing 16 acres, more or less; Total for this Agreement 910634 is 600 acres, more or less. END OF EXHIBIT A PDC Lease • Lease 02.doe 3!!80003 -6- 1111111E11111111111111111111111111111 ill 1111111111111 954393 Oare1/2eee e2.63P B1190 P49B R ALSODRF 1 of 2 It 1m.ee 0 $.e0 GARFIEIA COUNTY 00 QUIT CLAIM DEED THIS DEED, made this 17th day of May, 2000 by and between Chevron U.S.A. Production Company, a division of Chevron U.S.A. Inc„ a Pennsylvania corporation, party of the first part, and Chevron Shale Oil Company, a California corporation, party of the second part: WITNESSETH, that the party of the first part for valuable consideration, the adequacy and receipt of which is acknowledged, has remised, released and quit claimed and by these presents does remise, release and quit claim unto the party of' the second part, and its successors and assigns, all of the right, title and interest in all conventional oil, gas and associated hydrocarbons which the said party of the fust part has in and to that certain real property located in Garfield County, Colorado, and more particularly described in Exhibit "A" attached hereto and made a part hereof by this reference; and also being the same land described in that certain Quit Claim Deed dated May 1, 1995, effective January 1, 1995, between Chevron Shale Oil Company, a California corporation and Chevron U.S.A. Production Company, a Pennsylvania corporation, recorded in Book 951, Page 905, Garfield County. Colorado. IN WITNESS WHEREOF, the said party of the First part has executed this instrument this 17th day of May, 2000. CHEVRON U.S.A. PRODUCTION COMPANY a division of Chevron USA. Inc. By= D.T. BERLIN Title: Attorney -in -Fact STATE OF TEXAS COUNTY OF HARRIS This instrument was acknowledged before me on May 17, 2000, by D.T. Berlin, as Attorney -in -Fact for Chevron U.S.A. Production Company, a division of Chevron U.S.A. Inc., a Pennsylvania corporation, on behalf of said corporation. LARRY G STONE NOTARY PUBLIC ttr>i. a Time oarra. t 11-17.2003 Not b ' , : tate of exas 11111111111E 111111 Il1111111111111111111 III 111111111 III! 564393 0$/01/2000 02:53P 01190 P459 M ALSOORF 2 of 2 R 10,00 D 8.00 GRRFIELD COUNTY CO EXHIBIT "A" Attached to and made a part of that certain Quit Claim Deed dated May 17, 2000, by and between Chevron U.S.A. Production Company, a Pennsylvania corporation and Chevron Shale Oil Company, a California corporation. Township S South, Range 96 West of the 6'h Principal Meridian Section 19 11111111110 111111111111111111111111111111 0111 11111111 564392 06/01/2$08 02:91P 61190 P493 11 AISDORF 1 of S R 25.00 L 0.00 GRRFIELII {C1lFRY CO OIL AND GAS LEASE THIS AGREEMENT, made and entered into as of the 1st day of May, 2000, by and between Chevron Shale Oil Company, a California Corporation, whose address is P.O. I3ox 6518, Englewood, CO 80155-6518, hereinafter called 'Lessor" and Carl E. Gungoll Exploration, Inc.. a Oklahoma Corporation, whose address is 6 N.G. 63id, Suite 300, Oklahoma City, OK 73105, hereinafter called "Lessee." W1TNESSETH: I. Lessor, for and in consideration of the sum of TEt4 & MORE DOLLARS (Si 0.00 & More), in hand paid, ofthc royalties herein provided and of the agreements of Lessee herein contained, hereby grants, demises, leases and lets exclusively unto Lessee the land hereinafter described, for the purpose of investigating, exploring, drilling for, producing, saving, taking, owning, transporting, storing, handling and treating oil. gas, and all other similar minerals, herein called leased substances, together with all rights, privileges and easements useful for Lessee's operations hereunder on said land; including but not limited to the following rights: to lay pipelines; to build roads; and to construct tanks, pump and power stations, power and communication lines; and to redrill, deepen, maintain, rework and operate any well so drilled. The said land included in this lease is situated in the County of Garfield, State of Colorado, and is described as follows, to wit: Lot 2 of Section 19, Township 5 South, Range 96 West of the 6th Principal Meridian, from the surface of the earth to the stratigraphic equivalent of 9,988 feet as found in the Trail Ridge 5-19 well located 1578` FNL, 643' FWL of Section 19. T5S. R96W; and NW/4 NE/4 of Section 19, Township 5 South, Range 96 West of the 6' Principal Meridian. from the surface of the earth to the stratigraphic equivalent of 10,136 feet as found in the Trail Ridge 3-19 well located 1156' FNL, 1622' FEL of Section 19, T5S. R9GW, including all leased substances underlying lakes, streams, roads, streets, alleys, easements and rights-of-way which traverse said land; and including all lands owned or claimed by Lessor as a pan of any tract above described; and containing 91.09 acres of land more or less. This lease shall cover all the interest in said land now owned by or hereafter vested in Lessor, even though greater than the undivided interest (if any) described above. For the purpose of calculating any payments based on acreage, Lessee, at Lessee's option, may act as if said land and its constituent parcels contain the acreage above stated, whether they actually contain more or less. 2. Subject to the other provisions herein contained, this lease shall remain in force for a period of three years from the date hereof, herein called "primary term," and thereafter so long as leased substances or any one or more of them is being produced from said land 01 any operation permitted hereunder is being conducted on said land or this lease is continued in force by reason of any of the other provisions hereof. 56 (..t is 4 -1- 1 11111 111111 1111 11111 11111 1111111 111 11111 1111 1111 384392 06/01/2008 02:61P 91160 P494 11fiLSOORF 2 of 3 R 23.00 D 0.00 GARFIELD COUNTY CO 3. Royalties on leased substances to be paid by Lessee are: (a) on oil, one-fifth (1/5) of that produced and saved from said land, to be delivered at the well or to the credit of Lessor into the pipeline to which the wells may be connected; Lessee may from time to time purchase any royalty oil, paying therefor the market value in the field where produced on the day it is run to the pipeline or storage tanks; (b) on gas, including casinghead gas, produced from said land and sold or used off the premises, the market value at the well of one-fifth (1/5) of the gas so sold or used, provided that on gas sold at the well the royalty shall be one -frith (115) of the amount realized from such sale. If Lessee shall discover gas hereunder on said land or on land unitized with any of said land, Lessee may at any time or times during or after the primary term and at Lessee's election, pay as royalty (herein called shut-in gas well payment) a surn equal to one dollar per acre on the acreage then held by Lessee hereunder, whereupon it shall be considered for all purposes of this lease that a leased substance is being produced hereunder from said land for a period of one year; such year to commence on the anniversary of this lease next preceding such payment. Provided, however, that this lease may be extended by tender of shut-in well payments for no more than two consecutive years. Any such payment may be made in the same manner as provided elsewhere in this lease for payments hereunder but shall not be in lieu ofany royalty based on actual production. Lessee may use, free of royalty, leased substances from said land for all operations conducted upon the leased lands or lands unitized with any of said land, 4. This is a Paid -Up lease and Lessee shall not be obligated during the primary term to make any further payments or to commence or continue any operations hereunder in order to maintain this lease in force. Any money payable hereunder may be paid in cash or by check, mailed or delivered to Lessor. Payments or tenders due or payable under the terms of this lease, other than royalties on actual production, may be made by mailing or delivering cash or Lessee's check to Lessor on or before such dale of payment. Lessee may at any time or times surrender this lease as to all or any portion of said land by mailing or tendering to Lessor or by filing for record a release or releases, and be relieved of all obligations thereafter accruing as to the acreage surrendered, but same shall not relieve Lessee of any obligation existing as of the date of such release. 5. If any operations or production of a leased substance or any combination of such activities shall occur hereunder and if at any time or times after the primary tents or within sixty (60) days before expiration of the primary term, such operations or such production or any combination of such activities shall cease for any cause so that none of such activities continues, such cessation shall not cause this lease to terminate and this lease shall remain in force if and so long as (a) payments are made under paragraph 3 (if applicable) or (b) any operation or production of a leased substance is commenced or resumed hereunder within sixty (60) days atter cessation of the last of the operations or production that had occurred hereunder or (c) the cause of cessation is covered by paragraph 8 hereof. Wherever used in this paragraph 5, or wherever else used in this lease unless the context requires otherwise, the meaning of the word "operations" shall without limitation include: drilling, digging and boring operations, producing operations, the drilling of a dry hole or successive holes before or alter production is obtained, plugging back, reworking operations, deepening operations and remedial operations in connection with drilling or producing operations, -2- 113161o13316R 12102 D8 0 1 2 ,0:0I3GI1IIIII1E90COLI4M7Y LOSlDiF 1 6. Lessee shall pay for damages caused by Lessee's operations to growing crops, buildings, irrigation ditches, livestock, feed Iots, roads and fences. When so requested by Lessor, Lessee will bury pipelines below ordinary plow depth a the time of installation when crossing cultivated Iand owned or operated by Lessor or its agent. No well shall be drilled on said land within two hundred (200) feet of any residence or barn now on said land without the consent of the surface owner or surface Iessee, if any, designated by Lessor. Lessee shall have the right at any time within ninety (90) days after expiration or surrender of the lease or any part hereof to remove all of Lessee's property and fixtures, including the right to draw and remove all casing. Lessee shall drill any well which a reasonably prudent operator would drill under the same or similar circumstances to prevent substantial drainage from said land by wells located on adjoining land not owned by Lessor when such drainage is not compensated by counter drainage. 7. The rights of Lessor and Lessee hereunder may be assigned in whole or in part. 8. Whenever as a result of any cause beyond Lessee's control (such as Pyre, flood, storm, or other Act of God, governmental law, order, or regulation, labor disputes or war) Lessee is prevented ar hindered from exercising any of its rights hereunder, complying with any of the teretes hereof or carrying out any of its obligations hereunder, and such prevention or hindrance occurs during the term hereof, either primary or extended, as the case may be, the obligations of Lessee hereunder (excluding only its obligation to pay royalties hereunder on actual production), and the conditional requirement for shut-in gas well payments under paragraph 3 hereof to perpetuate this lease, shall he suspended during the period of such prevention or hindrance and for ninety (90) days thereafter. If such hindrance occurs during the primary term hereof, the primary term shall be extended for a period of time alual to the period of such suspension and this lease shall remain in full force and effect during such period of suspension and during any such extension of the primary terra. 9. In connection with operations for the production of oil and gas or either of them, Lessee may at any time or times pool or unitize this lease insofar as it covers the lands covered hereby, in whole or in part, as to any stratum or strata, with other lands and leases in the same arca or field so as to constitute a unit or units whenever, in Lessee's judgment, necessary ar advisable to comply with a law, rule, order or regulation of a governmental authority having jurisdiction, to reduce or prevent economic waste, to protect cotrclative rights, or to promote, encourage or accomplish the conservation of natural resources, by filing of an instrument so declaring. Upon production from any part of any such unit, Lessor herein shall be entitled to the royalties provided for in the lease on only that fractional part of unit production allocated to that portion of this least included in such unit. Operations upon any such unit or production from any part of such unit shall be treated and considered for all purposes of this lease except payment of royalties, as operations upon or production from this lease. 10. The royalties hereinabove provided are determined with respect to the entire estate In leased substances and if Lessor owns a lesser interest therein, the royalties to said Lessor shall be reduced proportionally. Lessee at its option may purchase or discharge in whole or in part any tax, mortgage or other lien upon said land, may redeem the same from any purchaser at any tax -3- 111111111111111111 I11I 11111 I11I11111111111 I11I111111111 664392 08!01/200ti 02I1P 11180 P496 ti R1.500RF 4 of 5 R 23.00 0 0.00 GARFIELD co iNMY CO sale or adjudication, and may reimburse itself from any royalties accruing hereunder and shall be subrogated to such lien with the right to enforce same. 11. Lessee agrees to defend, indemnify and hold harmless Lessor and any employee, agent, conlraetor or other representative of Chevron Corporation for any and all claims arising out of Lessee's use of or operations on the subject lands. 12. This lease shall terminate as to all lands not containing a producing well at the end of the primary term. Lessee agrees to file of record a Release covering such of the leased lands as fall within the above described terms within two months of such terminatiort. 13. At all times during the drilling, testing and completing of any well drilled on the leased lands or on lands pooled therewith, Lessor (including Chevron U.S.A. Inc.), its agents and representatives, shall et their sole risk have access to the derrick floor and all facilities relating to the drilling of the welt(s) and shall be entitled to receive all information including logs, cores and samples during such operations the same as though Lessor were drilling the well(s). All well information, including all reports, logs and samples, shall be furnished in duplicate to the following: Manager Chevron Shale Oil Company P.O. Box 6518 Englewood, CO 80155-6518 l4. The lease is made expressly subject to any exceptions and reservations of record. 15. Lessee shall obtain prior written approval from Chevron Shale Oil Company for all surface occupancy operations, including but not limited to drill sites, access and surface reclamation plans on the leased premises. 16. In the event any shale oil related operations, existing or proposed, conflict with Lessee's operations, Lessor's operations take precedence and Lessee agrees to change, cease or relocate its operations at its sok risk and cost. 17. In the event of any challenge by a third party to Lessor's right to least the lands to Lessee, or in the event of any title dispute or quiet title action seeking to clarify the priority and validity of this lease insofar as it relates to any other tease which purports to cover the same mineral intertest covered hereby, or in the event of a refusal by oil, gas, or condensate product purchasers to tender proceeds from the sale of products produced from the lands to Lessor due to any such challenge, title dispute or quiet title action, Lessee agrees to defend, at its cost, indemnify and hold harmless Lessor from any such claim, demand, cause of action, lawsuit, or other litigation brought against Lessor, and to initiate any action necessary to resolve any such title dispute and cause such proceeds to be released to Lessor. _4. LARRY G STONE NOTARY NEW i elTerm Orwt E p.11-174003 11111111111111111111111111IIIII Il1111111I1111111111111 36a392•e6/e1/Z000 02:31P 81190 P497 11 ALSD0RF 5 of 5 R 23.00 0 0.00 GARFIELD COUNTY co IN WITNESS WHEREOF, this instrument is executed as of the date first above written. TAX I.D. 94-1271935 Social Security or Tax Number LESSOR CHEVRON SHALE OIL COMPANY By - r�iH_ Its: Attorney -in -Fact LESSEE CARL $. GUNGO EXPLORATION, INC. TAX ID 73-1297859 By: Social Security or Tax Number Its: Vice -President STATE OF TEXAS COUNTY OF HARRIS ) The foregoing instrument was acknowledged before me this &Li. day of May, 2000 by 0.F_ Baldwin I1 as Attorney -in -Fact of Chevron Shale 011 Company. My Commission Ex.ires: _f fd /1 Notary Public STATE OF TEXAS COUNTY OF HARRIS ) The foregoing instrwnent was acknowledged before me this /`moi day of May, 2000 by Ramsey W. Drake 0 as Vice -President of Carl E. Gungoll Exploration, Inc., a Oklahoma Corporation. My Comma n Expire Notary Public -5- 1 111111 11111 111111 111111 1111 11111 111111 111 11111 1111 553393 10/07/1994 91:32P B1154 P472 M RLStlORP 1 of 3 R 15.00 D 0.00 DRRFIELC COUNTY CO MEMORANDUM OF AGREEMENT FOR GOOD AND VALUABLE CONSIDERATION, Colorado Timber and Land Company, a Registered Limited Liability Limited Partnership (BUYER), whose address is 129 West 4th Street, Rine, CO 81650, and Chevron Shale Oil Company (SELLER), whose address is P.O. Box 6518, Englewood, 8 , ave entered into an agreement, effective the 12th day of July, 1999, whereby BUYER will buy and harvest and SELLER will sell merchantable aspen timber on certain of SELLER's lands in Garfield County, Colorado under the terms and conditions set forth in said Agreement, which lands are described in Exhibit "A" hereto. For further information regarding the rights and obligations of the parties and the terms and conditions of said Agreement, contact the parties at their addresses above set forth, IN WITNESS HEREOF, the parties have executed this Memorandum of Agreement this 494a day of01.70041-p,..“11' , 1999. COLORADO TIMBER AND LAND COMPANY, RLLLP By ��srx rs.L.1'T 4~6.1-1* General Partner CHEVRON SHALE OIL COMPANY By Assts . t Secretary 101 Ug Liggiviligying,1411111113,1911111Ill 111111111I(1I 4 P473 11 RLSCDRF 2 of 3 R 0.813 D @.ee D4RFZELD cowfrY CO STATE OF COLORADO ) COUNTY OF GARFIELD ) The foregoing instrument was acknowledged before me this 26th dray of _duly 199 9 by Kenneth Roberts as General Partner of Colorado Timber and Land Company, RLLLP. My Commission Expires: Ira 00104IISS10tl CORES SEPiEsIBER28,20D0 in IQ Ai V 0 A.) Notary Public STATE OF COUNT Y OF/%/ ) Thef going i my acknowledged before me this 199 by /a�/ c1/r%J as Chevron Shale Oil Company. •4da of DEBORAH L. FLORA Naar/ Putk. Suit dTom 1/y Comnistnn Dopes 47170 2 1 11111111111111111111111 111111111111111 111111111111 1111 3533133 10/07/1498 01.32P 61154 P474 M ALSDORf 3 of 3 R 15.00 D 0.0e GARFIELD COUNTY CO Chevron Logan Wash and Parachute Creek Properties Tp. 6 S,. Rs. 96 W.. 6d' P. M. Section 4: All those parts of Lots 1, 5 and 11 and of Sf2NW/4 and NW/4 SW/4 lying Westerly of the center of Parachute Creek, Excluding therefrom a parcel of land descnbed as follows: Starting at the NW comer of the SW/4 of Section 4, T. 6 S., Kg. 96 W. ('This corner is located on the south side of a gulch) running down the gulch south of east 583 i--• . - - . ,,rows the creek, west of somuh 207 feet; from thence, west 336 fort; from thence, north 363 feet. (Said excepied r:•.-: -_= known asthe Grsnlee School Tract.) Section 5: Lots 1 through 12, 14,15, 16, 17, 18, 19, 21 and 23 Section 6 Lots 1 through 18, SW/4, W/SFJ4 (All) Section 7: Lots 1, 2, 3 and 4, W/2NE/4, NW/4, F;'-'• ? .;ts 1, 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, 14 and 15, S/2SW4, NWI4SW/4, SEJ4SEI4 Section 17: Lots 1, 2, 4, 5, 6, 7, 8, 9, I0, 11,12,13,14, 15 and 17, NE/4NE/4, EI2SE/4 Section 18: Lots 1, 2, 3 and 4, W/2NE/4, NW/4, SW/4, W/2SE/4 (All) Section 20: Lots 1, 2, 3, 6 and 7, NE/4, NWI4NWI4, S/2NW14, El2SW/4 Section 21: Lots I, 2, 3 and 4 Section 29: Lots 3 and 4, W/2NE/4, NE/4NW/4 Tp. 5 S.. Kg. 96 W..6th P. K. Section 19; Lots 1, 2, 3, and 4, Ell (All) Section 20: AA Section 29: NI2, NI2S/2 Section 30: Lots 1, 2, 3 and 4, Ell (All) Section 31: Lots!, 2, 3 and 4, E./2 (All) Section 32: SW/4SW/4, SEJ4NEJ4 Section 33: S/2NE14, St21+IW/4, SE/4, West 32 rods ofNWI4NW/4 Section 34: SE/4 Section 35: S/2 Section 36: SW/4, and all that part ofthe SI2SE/4lying Westerly of Parachute Creek fp. 7 S.. 4..96 W . 64' P. M, Section 5: N/2 and SW/4 Tp, 6 S.. Rg. 97 W,. 6m P, M, Section 1: Lots 13 and 14, S12 Section 12: All Section 13: All 482817 B-951 P-905 09/01/95 02:06P PG 1 OF 2 REC DOC NOT MIiDRED ALSDORF GARFIELD coumn CLERK RK Alm RECORDER MOO 0O QUIT CLAM DEED THIS DEED, made this/day of , 1995 to be effective as of January 1, 1995, between CHEVRON SHALE OIL CO ANY, a California corporation, party of the first part; and Chevron U.S.A. Production Company, a Pennsylvania corporation, party of the second part: WITNESSETH, That the party of the fast part for valuable consideration, the adequacy and receipt of which is acknowledged, has remised, released and quit claimed and by these presents does remise, release and quit claim unto the party of the second part, and its successors and assigns, all of the right, title and interest in all conventional oil, gas and associated hydrocarbons which the said party of the fust part has in and to that certain real property located in Garfield County, Colorado, and more particularly described in Exhibit A attached hereto and made a part hereof by this reference. EXCEPTING AND RESERVING TO PARTY OF FIRST' PART, its successors and assigns, all oil shale, associated hydrocarbons or other products recoverable therefrom. IN WITNESS WHEREOF, the said party of the first part has executed this instrument this day of ,. ,1995. STATE OF TEXAS COUNTY OF HARRIS • CHEVRON SHALE OIL COMPANY, a California corporation By: Title: LFLORA ARY PUBLIC State ofTepmq Comm. Ftp. M2146 This instrument was acknowledged before me on 1995, by i2. f' �.s ' , Assistant Secretary for 46hevron Production Company, a Pennsylvania corporation, on behalf of said Corporation. otary Public, State of Texas 482617 8-951 P-906 08/01/95 02t08P PG 2 OF 2 EXHIBIT A Township 5 South_ Range 96 West of the 6th Principe{ Meridian Section 19 Chevron Shale Oil Company 7 Stewart [—title of colorado Stewart Title of Colorado, Inc. yGlenwood Springs Division ou,aro 1620 Grand Avenue Glenwood Springs, Colorado 81601 Phone: 970-945-5434 Fax: 970-945-1135 Date: October 21, 2008 Order Number: 20226-C2 Buyer: Seller: Marathon Gil Company, an Ohio Corporation and Western Field Services Property Address: Please direct all Escrow inquiries to: Please direct all Title inquiries to: Cindy Scott Phone: 970-945-5434 Email Address: cscott@stewart.com SELLER: Marathon Oil Company, an Ohio Corporation Western Field Services C/O Shane McCoy SELLING BROKER: We Appreciate Your Business And Look Forward w Serving You in the Future. ALTA Commitment (6/17/06) ALTA Commitment Form COMMITMENT FOR TITLE INSURANCE Issued by Stewart title guaranty company Stewart Title Guaranty Company, a Texas Corporation ("Company"), for a valuable consideration, commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the Proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest in the land described or referred to in Schedule A, upon payment of the premiums and charges and compliance with the Requirements; all subject to the provisions of Schedules A and B and to the Conditions of this Commitment. This Commitment shall be effective only when the identity of the Proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A by the Company. AlI Iiability and obligation under this Commitment shall cease and terminate six months after the Effective Date or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue the policy or policies is not the fault of the Company. The Company will provide a sample of the policy form upon request. This commitment shall not be valid or binding until countersigned by a validating officer or authorized signatory. IN WITNESS WHEREOF, Stewart Title Guaranty Company has caused its corporate name and seal to be hereunto affixed by its duly authorized officers on the date shown in Schedule A. Countersigned: Informational Commitment only Stewart Title of Colorado, Inc. Glenwood Springs Division 1 620 Grand Avenue Glenwood Springs, Colorado 81601 Phone: 970-945-5434 Fax: 970-945-1135 Stewart title guaranty company Senior Chairman oft e Board Chairman of the Board President Order Number. 20226-C2 ALTA Commitment (6/17/06) COMMITMENT FOR TITLE INSURANCE SCHEDULE A 1. Effective Date: August 24, 2008, at 7:30 A.M. Order Number: 20226-C2 2. Policy or Policies To Be Issued: (a) A.L.T.A. Owner's Proposed Insured: (b) A.L.T.A. Loan Amount of insurance 1 The estate or interest in the land described or referred to in this Commitment and covered herein is: Fee Simple 4. Title to the referenced estate or interest in said land is at the effective date hereof vested in: Marathon Oil Company, an Ohio Corporation as to an undivided one-half interest and Berry Petroleum Company, a Delaware corporation as to an undivided one-half interest 5. The land referred to in this Commitment is described as follows: Township 5 South, Range 95 West of the 6th P.M. S1/2 S1/2, Section 29; NE1/4 NE1/4, NE1/4 SE1/4, Section 32; SW1/4, Section 33 County of Garfield State of Colorado Order Number: 20226C2C2 ALTA Commitment (6117106)— Schedule A Page 1 of 1 Statement of Charges: These charges are due and payable before a Policy can be issued: Informational Commitment $ Stewart title guaranty company COMMITMENT FOR TITLE INSURANCE SCHEDULE B — Section 1 REQUIREMENTS Order Number: 20226-C2 The following are the requirements to be complied with: 1. Payment to or for the account of the grantor(s) or mortgagor(s) of the full consideration for the estate or interest to be insured. 2. Proper instrument(s) creating the estate or interest to be insured must be executed and duly filed for record. 3. Informational Commitment only Order Number: 20226-C2 ALTA Commitment (6/17/06)— Schedule B 1 Page 1 of I stewart E ---.title guaranty company COMMITMENT FOR TITLE INSURANCE SCHEDULE B — Section 2 EXCEPTIONS Order Number: 20226-C2 The policy or policies to be issued will contain exceptions to the following unless the same are disposed of to the satisfaction of the Company: 1. Rights or claims of parties in possession, not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title that would be disclosed by an accurate and complete laud survey of the Land and not shown by the public records. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing the public records or attaching subsequent to the effective date hereof, but prior to the date the proposed insured acquires of record for value the estate or interest or mortgage thereon covered by this commitment. 6. Unpatented mining claims, reservations or exceptions in patents, or in acts authorizing the issuance thereof. 7. Water rights, claims or title to water. 8. All taxes for 2008 and subsequent years, which are a lien not yet payable. 9. Reservations or exceptions contained in U.S. Patents, or in Acts authorizing the issuance therepf, recorded January 16, 1925 in Book 112 at Page 424 reserving 1) Rights of the proprietor of a vein or lode to extract and remove his ore therefrom and 2) rights of way for ditches and canals constructed under the authority of the United States, and reservations of all oil and gas. 10. Reservations or exceptions contained in U.S. Patents, or in Acts authorizing the issuance thereof, recorded May 14, 1940 hi Book 194 at Page 615 reserving 1) Rights of the proprietor of a vein or lode to extract and remove his ore therefrom and 2) rights of way for ditches and canals constructed under the authority of the United States, and reservations of all coal and other minerals. 11. Reservations or exceptions contained in U.S. Patents, or in Acts authorizing the issuance thereof, recorded January 28, 1943 in Book 208 at Page 138 reserving 1) Rights of the proprietor of a vein Order Number: 20226-C2 Efte► /� /� rt ALTA Commitment (6/17/06)- Schedule B 2 Y YGY Page ] of 2 title guaranty company or lode to extract and remove his ore therefrom and 2) rights of way for ditches and canals constructed under the authority of the United States, and reservations of all coal and other minerals. 12. Reservations and exceptions in the patent recorded April 10, 1951 in Book 257 at Page 543. 13. Reservations of all minerals recorded in instrument recorded December 20, 1963 in Book 355 at Page 5. 14. Mineral Conveyance recorded August 20, 1987 in Book 719 at Page 510 at Reception No. 385147. 15. Lack of a right of access to and from the land. 16. Reservations of a non-exclusive easement in instrument recorded November 15, 2006 in Book 1863 at Page 981, Reception No. 711206 and Personal Representative Deed recorded November 15, 2006 in Book 1863 at Page 984, Reception No. 711207. 17. Easement right of way in instrument recorded November 14, 2006 and recorded December 6, 2007 at Reception No. 738783. 18. Connected Road Right-of-way recorded December 6, 2007 at Reception No. 738784. 19. Any and all Oil, Gas and other Minerals Leases of record and any assignments thereof. Order Number: 20226-C2 ALTA Commitment (6)17/06) — Schedule B 2 Page 2 of 2 Stew L title guaranty company DISCLOSURES Order Number: 20226-C2 Note: Pursuant to C.R.S. 10-I1-122, notice is hereby given that: A. The subject real property may be Iocated in a special taxing district; B. A certificate of taxes due listing each taxing jurisdiction shall be obtained from the county treasurer or the county treasurer's authorized agent; C. Information regarding special districts and the boundaries of such districts may be obtained from the board of county commissioners, the county clerk and recorder, or the county assessor. Note: Colorado Division of Insurance Regulations 3-5-1, Subparagraph (7) (E) requires that "Every title entity shall be responsible for all matters which appear of record prior to the time of recording whenever the title entity conducts the closing and is responsible for recording or filing of legal documents resulting from the transaction which was closed." Provided that Stewart Title of Colorado, Inc. conducts the closing of the insured transaction and is responsible for recording the legal documents from the transaction, exception number 5 will not appear on the Owner's Title Policy and the Lender's Title Policy when issued. Note: Affirmative Mechanic's Lien Protection for the Owner may be available (typically by deletion of Exception No. 4 of Schedule B, Section 2 of the Commitment from the Owner's Policy to be issued) upon compliance with the following conditions: A. The land described in Schedule A of this commitment must be a single-family residence, which includes a condominium or townhouse unit. B. No labor or materials have been furnished by mechanics or materialmen for purposes of construction on the land described in Schedule A of this Commitment within the past 6 months. C. The Company must receive an appropriate affidavit indemnifying the Company against unfilled mechanic's and Materialmen's Liens. D. The Company must receive payment of the appropriate premium. E. If there has been construction, improvements or major repairs undertaken on the property to be purchased, within six months prior to the Date of the Commitment, the requirements to obtain coverage for unrecorded liens will include: disclosure of certain construction information; financial information as to the seller, the builder and/or the contractor; payment of the appropriate premium; folly executed Indemnity agreements satisfactory to the company; and, any additional requirements as may be necessary after an examination of the aforesaid information by the Company. No coverage will be given under any circumstances for labor or material for which the insured has contracted for or agreed to pay. Note: Pursuant to C.R.S. 10-I1-123, notice is hereby given: A. That there is recorded evidence that a mineral estate has been severed, leased or otherwise conveyed from the surface estate and that there is a substantial likelihood that a third party holds some or alt interest in oil, gas, other minerals, or geothermal energy in the property; and B. That such mineral estate may include the right to enter and use the property without the surface owner's permission. This notice applies to owner's policy commitments containing a mineral severance instrument exception, or exceptions, in Schedule B, Section 2. NOTHING HEREIN CONTAINED WILL BE DEEMED TO OBLIGATE THE COMPANY TO PROVIDE ANY OF THE COVERAGES REFERRED TO HEREIN UNLESS THE ABOVE CONDITIONS ARE FULLY SATISFIED. Order Number: 20226-C2 Disclosures Stewart Title Guaranty Company Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm -Leach -Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Stewart Title Guaranty Company . We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Stewart Title of Colorado, Inc. Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm -Leach -Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Stewart Title of Colorado, Inc. We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non-financial companies such as envelope staffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Stewart Title of Colorado, Inc. DISCLOSURE The title company, Stewart Title of Colorado, Inc. - in its capacity as escrow agent, has been authorized to receive funds and disburse them when all funds received are either: (a) available for immediate withdrawal as a matter of right from the financial institution in which the funds are deposited, or (b) are available for immediate withdrawal as a consequence of an agreement of a financial institution in which the funds are to be deposited or a financial institution upon which the funds are to be drawn. The title company is disclosing to you that the financial institution may provide the title company with computer accounting or auditing services, or other bank services, either directly or througha separate entity which may or may not be affiliated with the title company. This separate entity may charge the financial institution reasonable and proper compensation for these services and retain any profits there from. The title company may also receive benefits from the financial institution in the form of advantageous interest rates on loans, sometimes referred to as preferred rate loan programs, relating to Ioans the title company has with the financial institution. The title company shall not be liable for any interest or other charges on the earnest money and shall be under no duty to invest or reinvest funds held by it at any time. In the event that the parties to this transaction have agreed to have interest on earnest money deposit transferred to a fund established for the purpose of providing affordable housing to Colorado residents, then the earnest money shall remain in an account designated for such purpose, and the interest money shall be delivered to the title company at closing. CONDITIONS 1. The term mortgage, when used herein, shall include deed of trust, trust deed, or other security instrument. 2. If the proposed Insured has or acquired actual knowledge of any defect, lien, encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall be relieved from Iiability for any loss or damage resulting from any act of reliance hereon to the extent the Company is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclose such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liability previously incurred pursuant to paragraph 3 of these Conditions and Stipulations. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and such parties included under the definition of Insured in the form of policy or policies committed for and only for actual loss incurred in reliance hereon in undertaking in good faith (a) to comply with the requirements hereof, or (b) to eliminate exceptions shown in Schedule B, or (c) to acquire or create the estate or interest or mortgage thereon covered by this Commitment. In no event shall such liability exceed the amount stated in Schedule A for the policy or policies committed for and such liability is subject to the insuring provisions and Conditions and Stipulations and the Exclusions from Coverage of the form of policy or policies committed for in favor of the proposed Insured which are hereby incorporated by reference and are made a part of this Commitment except as expressly modified herein, 4. This Commitment is a contract to issue one or more title insurance policies and is not an abstract of title or a report of the condition of title. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the provisions of this Commitment. 5. The policy to be issued contains an arbitration clause. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. You may review a copy of the arbitration rules at http://www.alta.org. stewart ► title guaranty company All notices required to be given the Company and any statement in writing required to be furnished the Company shall be addressed to it at P.O. Box 2029, Houston, Texas 77252. 54) No.S United States of America Doc09897 To Curtis V. Carpenter UNITED STATES STT Dated October 31, 1923. Conveys: The SE- Section 32, and the SV14 Suction 33, in Tp. 5, S. R. 96 W., containing 320 acres. Reserving to the United States all oil and gas in lands so patented, with the right to prospect for, mine and remove same upon compliance of Act of July 17, 1914. Filed for record January 16, 1925 at 1:32 o'clock P. M., and recorded in book 112 at Page 424 thereof. Cclorido. Filed for record key 14, 1940 it 2:40 o'clock :,i..., in book 146 at Pyne 379. 139645 STA -L.,...a vY LI_ i TO eLI, 'iiL1L, Col. i:_ i is L::O5 Y.., That H. ;;. Reich, doing business es. the Reich Lumber Lorre y w-rshins to avail himself of t:!1 rrovisic:-:a of the Statute in such o -3e made erd orooided, does make the folloire atutemet:t of lien.: First. Th, -it to pare o£ the owner of suc?! property to be chirped with the lien is Albert Pehierscl:r_er.. .Second. That the name of tte person ciairine the liar: is H. ". .Teich doiro buoinesa as the Reich Lumber Company. That the ren o: the person who furnished the notarial for which said lien is claimed is h. W. Reich, doir:r- business us the ,feich Lumber r.orpany. Third. Taut the property be charmed with such lien is described as follows: k Tercel of rzrourd ba-inz_ine At a point SC feat .north alone state 3i^haws No. 82 from the North aide of the rood Iaodi- e to the 211151ld County, Colorado Hospital, thane:; 50 feet :lorth :alone said ;tate 11thway, thence Easterly 15C feet, thence .Southerly 50 feet, thence ';esterly 15C feet to r.loce of te7i rano, said. parcel boir in .join :Section 16, Tp. 6, 3. 3. 09 :i., 5th 1.i-,., to'•ether with a brick duplex residence house recently erected thereon, all situate in the County cf t.arfield, state of Colore 'phot the said lien is held for and or account of building- :materials furnished. Fourth: That the total ecount of indebtedness for which snid.lien is claire, for the t:5terial furnished and labor performed, is Nineteen Hundred Thirty-six and 10/100 1+o11.,re ,116...,—Cents; that the e7gre?ate amounts of the credits thereon is Fifteen i'undred Dollars erd cents; and that the amount owing the cluiroant is Four 3_undred Thirty -;;ix Dollars and ten cents; H. .. Reich Claimant. State of Colorado )�3. -- Couety of s:rfia1d) I, >:i. W. <;eich of lawful erre being:first duly sworn., upon oath do say ttut I am the claimant herein named; that I tetra read the within statement o1' lien and abstract 01 indebtedness and know tie contents thereof, and that the ;e.e is true 3:x7 correct, to the teat of my r:nos;led.:e, information and belief. 11. ?:. Reich chnowledged h.-, 14, 1e40, before ,;ibis e. rarJ-ison, Rotary Dub_ic, ser11ield County, Colorado. Fit.' for record tray le, 1940 at 2:42 o'clock •t-.1-., in Book 196 et Pane 379 thereof. 1'5650 U7I'T'C 3T 26 Iw i T an -ed .itntes of .urerico To The Eairs of :pins 2. 'Wilde. Dated Lerch 20, 1640. Patent Do. 1107045. G7er,te: Lot.; 5, o, 7, IC, 11, 12 end 15 of :Section 1, Tp. 6, J. 3. 57 °. 6th P.M.contaiini^e 334.70 acr: . ::xcerti : 3a:d rea_jrvin-, ho.wev_r, to the United _ torten all the pool arad ot.,:er minerals in u laedso sertered and pat , ented, toeetl:erwith-t?:e runt to prospect for, :.jne,remove0 remove the sore pursuant to the rreviaions and limitations cf ..,:.e act .;f ..eco. 29 1916 (55 Stat 862) Filed for record h:c-r 14, 164C at 3:C2 o'clock f.i..., in. Book 164 Page 515 thereof. 165111. 0.1::. 139652 S}L.1I-FF'.3 Dh.LD -(under certified tory of Decree) iSo'.i ALL '.v;; i; 65.3: P.4t 1tT.,: 'ihat whereas on the 25th day of -September, 16.:9, in the District Court of serfisid County, Colorado, in an action tion perdino in ooid Court, wherein the Federal Farr. i.:ortgage Corporation, a corporation, was ,plaintiff and ..,-,nes ?.. •.rr.stronr:, et al., 'were delendents, Case No. 3294, said plaintiff by the consideration of said :;curt recovered judgment e'eiztat the defendant, .'ne • -nrmstrorr fur the duo. of ,1,44i.10, with interest thereon et the rate of 5 per canter per annum from tia erste el' rendition of said juderrent, toeetSe_ with the attorney's feu allowed pldS::t'_ff in said action, sad for the costa of said action, accrued and eccruinr,; and a further ;.udr;rent was rendered et such time in foyer of the plaintiff end o-ainst each ei,d ell of :,he defendants for the foreclosure of the plaintiff's mort3er;e, `13 described end set :ort?, Sr. _+_a complaint filed in said action as a valid second lien upon the real estate and raster ri•ebte hereinafter described, su4ct only to the first liortsaee lien thereon of The federal Land bank of ,richite, a oor!•oratior;, of liichita, I.3Ii34a, recorded in -Hook 173 et lexe 547 of the nortga7e records of said Cor:nty, as security for the Loney judgment rendered in its favor; _.Fri u,F,An.t ,..,n i.iri n.�s. r, f'i.-•t.r::n rrnti46.A r.>, :t in +h:, n,.p,•, t .airy ,in.Porn.,,+Tal No.95 United States of America UNITED STATES PATENT Doo.rf1484E8 ; To Dated November L-, 1942 Robert Lathan Patents: The SiSi of Sec. 29, and the ASA., , SE4Siff , HW41 W } and the HE4NEi of Seo. 32, Tp. 5, S., R. 96 W., 6th P. M., con- taining 560 acres. Excepting end reserving, :iowever;tathe U. S. all the coal and other minerals in the lands so entered and patented, together wit the right to prospect for, mine, and remove the same pursuant to the provisions and limitations of the Act of Dec. 29, 1916 (39 Stat. 862). Filed for record January 28, 1943 at 2;30 &clock P. M. and recorded in book 208 at page 138 thereof. property hereinbefore described, TO HAVE AND TO HOLD unto him the said J. V. Rose, his heirs and assigns forever; subject, however, to all the rights of redemption by minors insane persons or idiots, provided by law. IN WITNESS WHEREOF, I. G. B. Helm, Treasurer as aforesaid, by virtue of the authority aforesaid, havehereunto set my hand and seal this 10th. day of April, A. D. 1951. Cert No. 181, Year 1931 Book No, 7, Tax Sale Record Filed for record April 10, 1951 at and recorded in Book 258 at Page 72 thereof. Doe#175675 - UNITED STATES PATENT - United States of America to Delos D. Potter. Dated March 19, 1951. Patent No. 1131391. Signed by the President. General Land Office Seal affixed. Recites that the Bureau of Land Management of the United States a Certificate° of the Land Office at Denver, Colorado, accompanied by other evidence, whereby it appea-s that Delos D. Potter did on December 1, 1949, duly enter and pay for that cettain minin: claim or premises, known as the Gem. No. 1, Gem No. 2, Gem No. 7, Gem No. 8, Gem No. 9, Gem No. 10, Gem No. 3, Gem No. 4, Gem No. 5, Gem No. 6, Community No. 1, Grand Valley t No.7, and Grand Valley No. 8 oil shale placer mining claims, situte in Garfield County, Colorado described as follows: The Gem No, 1 Claim comprising the SEt of Sec. 1 in Tp.i 6 S., R. 97 W., 6th. P. M., the Gem No. 2 Claim comprising the SWk of said Sec. 1, The Gem No. 7 Claim comprising Lots 9, 10, 15 and 16 of said Section one, the Gem No. 8 cla m, comprising Lots 11,12,13 and 14 of said Section 1, the Gem No. 9 Claim comprising Lots 21, 22, 23 and 24, of said Sec. 1, the Gem No. 10 Claim comprising Lots 21, 22, 23 and 24 of Sec. 2, said Tp. and Range, the Gem No. 3 Claim comprising the.SE't of said Sectio 2, the Gem No, 4 Claim comprising the SW} of said Section 2, the Gem No.5 Claim compris hg. tote 9, 10, 15 and 16, of said Sec, 2, the Gem No. 6 Claim comprising Lots 11, 12, 13 and 14, of said Sec. 2, the Community No. 1 Claim comprising the E'tE% of Section 12, sad Tp. and Range, the Grand Valley No. 7 Claim comprising the SWt of Sec, 7 in Tp. 6 S., R 96 W., and the Grand Valley No. 8 Claim comprising the S1SE7r and Lots 3 and 4 of said Sec. 7, the premises herein granted, containing in the %gregate 2080.10 acres. NOW KNOW YE, that there is therefore, pursuant to the laws aforesaid, hereby grant -d by the United States unto the said Delos D. Potter, the said placer mining premises hereinbefore described; TO HAVE AND TO HOLD said mining premises, together with all the rights, privileges immunities, and appurtenances of whatsoever nature thereunto belonging, unto the said grantee above named and to his heirs and assigns forever, subject, nevertheless, to the, following conditions and stipulations; 1. That the grant hereby made is restricted in'ite exterior limits to the boundar es of the said mining premises and to any veins or lodes of quartz or other rock in place bearing gold, silver, cinnabar, lad, tin, copper, or other valuable deposits, which may have been discovered within said limits subsequent to and which were not known to exist on July 12, 1949. 2. That should any vein or lode of quartz or other rock in place bearing gold, silver, cinnabar, lead, tin, copper, or other valuable deposits, be claims or known to exist within the above described premises at said last named date, the same is expressl excepted and excluded from these presents. 3. That the premises hereby conveyed shall be held subject to any vested and accrued water rights for mining, agricultural, manufacturing, or other purposes and rights to ditches and reservoirs used in connection with such water rights as may be recognized and acknowledged by the local laws, customs, and decisions of the Courts. And there is reserved from the lands hereby granted a right of way thereon for ditches or canals constructed by the authority of the U. S. 4. That in the absence'of necessary legislation by Congress, the Legislature of Colorado may provide rules for working the mining claim or premises hereby granted, involving easements, drainage and other necessary means to the complete development thereof. Doc#175675 continued 4. As the Lots 10, 11, 12 and 15 in said Sec. 1, and Lots 21,22, 23, and 24 in said Section 2, this patent is issued subject to the provisions of the Act of Dec. 29, 1916 (39 Stat. 862) with reference tothe disposition, occupancy end use of the land as permitted to an entryman under said Act. Filed for record April 10, 1951 at 8:06 o'clock A. M., and recorded in Book 257 a Page 543 thereof. Doc#175676 - MINING DEED - Jessye E. Alberts, formerly Jessye B. Bellis also formerly known as J. B. Metivier to Delos D. Potter. Dated June 16, 1950. Akn. June 29, 1960 before Robert 5. Leon, N. P. County of , [Utah. Cons. $10.00. Rev. 55c. Convey The Pratt No, 9 Placer Mining Claim, comprising the SE/ of Sec. 10, in Tp. 6 S., R. 97 W., 6th. P. M., and The Pratt No. 10 Placer Mining Claim, comprising the NEk of Sec 10, Tp. 6 S., R. 97 W., 6th. P. M., Garfield County, Colorado. Filed for record April 10, 1951 at 8:08 o;clock A. M., in -Book 257 at Page 545 ther Doc#175677 and 678 C.M. Doc#176679 - RELEASE DEED OF TRUST - Public Trustee of Garfield County, Colorado to James Meeney and Gladys Meeney. Dated April 10, 1951. Ackn. April 10, 1951 before Adah M. Baillie, N. P. Garfield County, Colour do. Recites that the note secured by Deed of Trust dated September 9, 1949 and recorded in Book 245 at Page 30 on September 14, 1949 has been fully paid and satisfied; together with all charges and interest thereon. Therefore, at the request for release by The First National Bank of Glenwood Spri Colorado by Erwin D. Cramp, Cashier, the legal holder of said indebtedness secured by said deed of trust, the Public Trustee of Garfield County, Colorado hereby releases and quit claims unto James Meeney and Gladys Meeney, and their heirsald assigns, all the right,title and interest which he has in and to all that property conveyed in trus in and by Document No. 169760. Filed for record April 10, 1951 at 11:00 o;clock A. M., and recorded in Book257 at Page 547 thereof. Doc#175680 - RELEAEE OF INHERITANCE TAX LIEN - Estate of Selma Neppel. By: John W. Metzger, Attorney General of Colorado. Dated September 7, 1949. Date of -Death: July 25, 1949. It appearing to the attorney general that it is not necessary to preserve the 1 i granted by the Colorado inheritance tax law against the hereinafter described real • estate, in which the above named decedent had an interest, by virtue of the authority vested in me under the provisions of Section 66, Chapter 85,-1935, Colorado Statutes Annotated, as amended, I do hereby forever release and discharge the inheritance tax lien against the following described real estate, to -wit: The N of that tract of land described as- The West 300 feet measured from the center of the County Highway (now StateHighway No. 82) of the Soup 99 feet of the North 469 feet of that portion of the NE' of Sec, 16, Tp. 6 S., R. 89 W.; 6th. P. M., Garfield County, Colorado situate, lying and being on the East side of and coincident with center line of said highway, being Grand•Avenue, in the City of Glenwood Springs extended South, there is also conveyed a proportionate interest in and to the ditch - and water righs belonging to and used in connectionwith'said described tract, said right being evidenced by Capital Stock in the Glenwood Irrigation Company held in the name of Martha Neppel and Selma Neppel, as joint tenants, Warranty Deed recorded Dec, 12, 1945. NEi, NIsSEk and SE]SEk of Sec. 13, EkNE'y Sec. 24, Tp. 6 S.R. 89 W., 6th. P. M., Colorado containing 360 acres, record owner, Selma Neppel, Patent October 25, 1935. IFASWc Sec. 24, Tp. 6 S., R. 89 W., 6th. P. M„ Colorado containing 40 acres, Recorded Dec. 20 1963 at 0:3 A. M. Reception No. 223760 Chas. 3. Keegan Recorder • WARRANTY DEED Book )55 page 5 REDD RANCHES, a Utah corporation, qua' ified to d: t• rsIness in the State of Colorado under the name of REDD RANCHES, C., whose address is LaSal, County of San Juan, and State of Utah, f'r the consideration of TEN DOLLARS AND OTHER VALUABLE CONSIDERA;:ON, in, hard paid, hereby sells and conveys to ROBERT LATHAM and J'HN H. LATHAM whose address is DeBeque, County of Mesa, and State of Colorado, the following real property in the County of farr'e'- .rnd State of Colorado, to -wit: Township 5 South Range 96 West, 6th P.M. Section 32: SE.; Section 33: SWk; Township 6 South, Range 97 West, 6th P.M. Section 1: Lots 9, 10, 11, 12, 15 and 16; and Lots 17, 1$, 19, 22, 11 23 and 24 (formerly Lots 5, 6 lY and 7); Section 2: Lots 11, 12, 13, 14. N2SEk; Section 3: Lots 6, 7, $, 9, 10, 11, 14, 15 and 16, SW; /Section 4: Lots 12 and 13; SEk, EISW4f and Lots 10, 11, 14 and 15; with all its appurtenances and warrants the title to the same, subject to 1964 taxes and all subsequent taxes; AND SUBJECT to prior mineral reservations, AND EXCEPTING and reserving unto Grantor x.11 mincrals and 'zr.der the ab-,vP described )-end :"`- previously reserved, together with t'ie right to prospect for, mine and remove the same. Jv'i, Signed this 9�day of December,. 1963. i r • REDD RANCHES (---. .4 ••••• .', U. "v;a :' • S . A.� cretar STATE OF UTAH i.OUNTY OF SAN JUAN } ss. The foregoing instrum was • know ed d befo e this ap da of Dece r, 1963 by � of Re� .e: and /- a � resident as ah corporation ua ifie d to do business tinyt.he State RofcColr..radotunder the name o Redd Ranches, Inc. WITNESS my hand and official seal. My commission expires: 3 /474;4 °irT 3 ` 204i +'.'w%]I.ha?`i lsow- tJ aY_. Yr�.00-t5,1,,,4?F40-4,g51.• 1 t hooks tedlr.: 't-, Recorded at] �1 `d o'clock_ M 6211; 2 0 1997 Reception No. 3E15147 MILDI1ED ALSDORF, RECORDER GARFIELD COUNTY, COLORADO • WARRANTY DEED :"7 '719 P14:510 BOOK. 3.655 PAGE 267 16622}2 DOC NO FEE 10:10 AO .:U[. 21,1957 E.SAW ER,tLR6RE1: nE24 (.:77,{.1 LATIUM RANCHES, a Colorado partnership, whose address is DeBeque, Colorado, for the coosideration of Ten Dollars and other good and valuable consideration in hand paid. hereby sells) and convey(a) to RUTH LATHA11, whose legal address is DeBeque, Cofotado, 81630, an undivided one-half interest in and to all minerals now owned by the Crantor lying in and ender the following described real property in the Counties of Hese and Garfield, State of Colorado, to -wit: Township 5 South, Range 96 West of the Eth P.H. $action 29: 514 Sslk. Sss 50.4 Section 32: !is NEk, SWk NEk, lM4, N4 5W1/4, SEk shit, SO4 Section 33: 5Wk GARFIELD AUG 2 0 i9B7 State Doo, Foe Township 6 South. Range 97 West of the 6th P.N. Section 1: Lots 9, 10, 1L, 12. 15, 16, 17, 18. 19, 22, 23 and 24 Section 2: Lots 11, 12, 13 and 14, N14 SEk Section 3: Lots 6, 7, 8, 9, 10, 11, 14, 15, and 16, SWk Section 41 Lots 10, 11, 12, 13, 14 and 15, SEk, Ek SWk ALL IN GARFIELD COUNTY, COL0RAD0 Township 8 South, Range 97 West of the 6th P.H. Section 26: 511 5101; that part of the Nk Stet and NAA SElt lying South and East of the right of way of the Bluestone Ditch as described in Book 63 at page 193. Section 27: That part of the SEk SEk lying South and East of the right of way of the Bluestone Ditch as described in Book 57 at page 191; that part of the 151 SE11 5wk lying west of the right of way for Highway 6 and 24. Section 33: That part of Che 611 ti1S tying South of the Colorado liver and that part of the Swk Nfh lying East of the Colorado River. Section 34: sek Ntlt; HEk SDt; 8111 wk; 11101 SWk HAA except tract of Land described as follows: Commencing at the SW Corner of said Section 34 and considering the West line of said Section 34 to bear N 01°13`30" F.; thence H 01°13'30" 5 3312.29 feet; thence 5 89'48'55" E 658 feet to the True Point of Beginning; thence N 0]°09'00" E 663.38 feet; thence N 88'53'46" W 162.00 foot; thence S 01°09'00" W 663.15 feet; thence 8 88'48'55" E 162.00 feet to the true point of beginning; Wk SWk SWk N1A1; and NWk SA. Section 39: Nk lnik and NEk NWk. ALL IN MESA COUNTY, COLORADO. l7 4 '>trtF cir..e'e+sotilkh?uriut9 +? d ?s3?N��t+r ibirps�i�Kn f';'r sir +:s�u`x Azde�4i Psl,r,'ws: a 4a4+r,•1vcrV.01,"s t , kwi ; 3 13K 719 Fi,E5i1 8toc 16:;`: PAGE 268 TOGETHER WITH [be right of ingress and egress for the purposes of mining and producing same. with all its appurtenances and warrants title to the same. Signed this 1st day of duly, 1967. Ruth Latham. partner STATE OF COLORADO ) ) se COUNTY OF MESA J LATHAM RANCHES, e Calasalo partnership Robert Latham, partner Alma -Latham, patt'o r ,>eK The foregoing instrument was acknowledged before me [his ra,Y.- day of July, I987, by Ruth Latham, Robert Latham and Alma Lathan, partners in LATHAN RANCHES, a Colorado partnership. }+t my'cem[sson asp res. DR :eldr- '` r' Witness r�y 'hand and official weal. :t10A2 s. .,. Notary Public When recordedretarn Io: Elizabeth A. Shenre, Esq. HOLLAND & HART, LLP p, 0. Boa 8749 Denver, CO 80201 111111111111111t11111111I111111�111113 $1111111 11 t1111I 7of 811115/2006 03:44P 1 of 3 R 16.00 10 121.48 GaRFYEt•o COUNTY CO SPECIAL WARRANTY DEED THIS DEED, made this 13th}eyofNovember,2006,between Thome' F.Latham ofthe County of Mesa, State of Colorado, grantor and Berry Petroleum Company, a Delaware corporation whose legal address is 95017th Street, Suite 2400, Denver, Colorado 60202, of the City and County of Denver. State of Colorado, grantee: WITNESSETH, Tttat the grantor, for and in consideration of the sum of One Million Two Hundred Fourteen Thousand Seven Hundred Eighty Dollar (S1,214,760.00), the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents docs grant, bargain, sell, convey and confirm unto the grantee, its successors and assigns forever, all the real property, together with improvements, if any, situate, tying and being in the County of Garfield, State of Colorado, described as follows: AM of the interest of the grantor, being an undivided one-half interest, in and to the real property described on Exhibit A, attached hereto and by this reference, made a part hereof also known by street and number as: vacant land TOGETHER with all and singular the hereditamenu and appurtenances thereto belonging, or in anywise appertaining, and the reversion and reversions, remainder andremainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the grantor, either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances, SUBJECF TO the Permitted Exceptions eel Forth on Exhibit B, attached hereto and by that reference made a part hereof TO HAVE AND TO HOLD the said premises above bargained and described with the eppurtenartces, unto the grantee, its successors and assigns forever. The grantor, for himself, his heirs and personal representatives or successors, does covenant and agree that he shall and will WARRANT AND FOREVER DEPEND the abovo-bargained premises in the quiet and peaceable posscasionofthegrantee, its successors sod assigns, againataltand every person orpenansclaiming the whole or any part thereof, by, through or under the grantor. RESERVING unto grantor a non-exclusive easement over and across those existing two - track roads crossing the following lauds: Section 29: SWYSEt/, SE/SEY,; Section 32: NE%,NE'/; and Section 33: NW'f SW 4, SW'/SW Y.; all in Township 5 South, Range 96 West of the 6" P.M., County of Garfield, State of Colorado; for purposes ofiagreas and egress to the adjacent property currently owned by grantor which is described as: Section 1: Lots 9 and 16; and Section 2: Lots 11, 12,13,14 and NV1SE%; all in Township 6 South, Range97 West of the 6th P.M., County of Garfield, Slate of Colorado (the "Retained Property); in connection with the residential, ranching, or recreational use of the Retained Property by the owner thereof. Grantee shall have the right to relocate the access road used by grantor at any time, so long as the relocated access road provides reasonably equivalent access to the Retained Property, IN WITNESS WHEREOF, the grantor has executed this deed on the date set forth above. STATE OF COLORADO ) ) 58. COUNTY OP GARFIELD ) Thomas F. Latham The foregoing Instrument was acknowledged before me on this L day of November, 2006, by Thomas F. Latham. ~ "=pei O ir�l g nt qu f67ian µntssdrainrodso: ffiaae�lbc::_____ o1 ...NOTARY STATE � — OF COLOfrl!:a; .; My Commission expires 09i27,;r' Notary Public 1111111 111111111111 111111111 11111111111111IIIII 1111 1111 71120B 11/13/2006 03:44P 81863 P982 M ALSDORF 2 of 3 R 16.00 D 121.48 GARFIELD COUNTY CO EXHIBIT "A" Parcel 1 Township 5 South, Range 96 West of the e P.M. Section 29: S'A S''/A [160 acres] Section 32: NE% NE'/, NW%, N%z SW%., SE% SW'/, WA NE'/<, [400 acres] (part of) Tax Parcel No. 213532100009 [560 acres more or less] Parcel 2 Township 5 South, Range 96 West oldie eh P.M. Section 32; SE1/4 Section 33: SW1/4 (remaining part of) Tax Parcel No. 213532100009 [320 acres] Parcel 3 Township 6 South. Range 97 West of the 6`h P.M. Section I: Lots 10,11, 12, 15, 17, 18, 19, 22, 23 and 24 (part of) Tax Parcel No. 216901100001 [334.78 acres more or less] all in the County of Garfield, Colorado, 1111111 11111 E 1111111111111111111111111111111 711206 11/15/2006 03:44P 81863 P963 h RL5D0RP 3 of 3 R 16.00 0 121.48 GARFIELD COUNTY CO Exhibit B 1. Rights or claims of parties in possession not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts, which a eorrcclsurvcy and inspection of the premises would disclose, and which are not shown by the public records. 4. This paragraph intentionally deleted. 5. This paragraph intentionally deleted. 6. Taxes and assessments for 2006 and subsequent years, a lien not yet due or payable. 7. This paragraph intentionally deleted. a. Any and all water rights, claims, or title to water, whether or not the matters excepted arc shown by the public record. 9. Right of way for ditches or canals constructed by Me authority of the United States, as reserved M United States Patent recorded January 16, 1929 in Book 112 at Page 424 and reservation of all oil and gas, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of July i7, 1914 in said Patent, and any and all interests therein or assignments thereof. l0. Right of way for ditches or canals constructed bythe authorilyofthe United States, asreserved in United Stales Patent recorded May 14, I9411 in Book 194 at Page 615 and reservation of all coal and other minerals, Together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 in said Patent, and any and all interests therein or assignments thereof. I1. Right of way for ditches or canals constructed by the authority of the United States, as reserved in United States Patent recorded January 28, 1943 in Book 208 at Page 138 and reservation of all coal and other minerals, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29. 1916 in said Patent, and any and all interests therein or assignments thereof, 12. Reservations, conditions and stipulations contained in United States Patent 14o. 1431391 recorded April 10, 1951 in Book 257 at Page 543 including, but not limited to the following: • That the grant hereby made is restricted in its exterior limits to the boundaries of the said mining premises, and to any veins or lodes of quartz or other rock in place bearing gold, silver, cinnabar, lead, tin, copper and other valuable deposits which may have been discovered within said limitssubscqucntto and which were not known to exist onfuly 12, 1949, That should any vein or lode of quartz or other rock in place bearing gold, silver, cinnabar, lead, lin, copper or other valuable deposits, be claimed or known to exist within the abovc- described premises at said last-named dated, the same is expressly excepted and excluded from these presents. Right of way for ditches or canals constructed by the authority of the United Stales. 13. Reservation ofall minerals, together with the right to prospect for, mine and remove the same as reserved by Rcdd Ranches in Warranty Deed recorded December 20, 1963 in Book 355 at Page 5, and any and all interests therein or assignments thereof. 14. Conveyance to Ruth Latham of an undivided one-half interest in and to ell minerals owned by Latham Ranches in Warranty Deed recorded August 20, 1987 in Book 719 a1 Page 510, and any and all interests therein or assignments thereof. 15. Lack of a right of access to and from the subject property. • 1111111 11111 1111111 11111 IIII 1111 1111111 11111111 1111 1111 711207 11/15/2006 03:46P 81663 P984 M ALSDORF 1 of 3 R 16.00 D 121.48 GARFIELO COUNTY CO When retarded return to; Elieabeth A. Shama, Eat. HOLLAND & HART, LLP P. O. Box 8749 Denver. CO 84201 PERSONAL REPRESENTATIVE'S DEED THIS DEED is dated November 1 3, 2006, and is made between Karen Lee Latham and Ginger Latham, as Co -Personal Representatives of the estate of Charles Harvey Latham, deceased, "Grantor" and Berry Petroleum Company, a Delaware corporation, "Grantee" whose legal address is 950 174' Street, Suite 2400, Delver, Colorado 80202, of the City and County of Denver, State of Colorado, WHEREAS, the decedent died on April 16, 2004 and Grantor was duly appointed Co - Personal Representatives of¢aidrotate by the District Court in and for theCountyof Masa, $latoof Colorado, Probate No. 04 PR 116, on the date of Agri) 28, 2004, sad is now qualified and acting in said capacity, NOW THEREFORE, pursuant to Ibe powers conferred upon Grantor by the Colorado Probate Cade, Grantor does hereby sell and convey unto Grantee, for and in consideration of One Million Two Hundred Fourteen Thousand Seven Hundred Eighty Dollars (81,214,78900), the following described real properly situate in the County of Garfield, State ofColorado; All of the interest of the Grantor, being an undivided one-half interest in and to the real property described' on Exhibit A, attached bereft) and by this reference made a part hereof also known by sweet address as: vacant land and assessor's schedule or parcel number. Sea Exhibit A, attached hereto and by this reference made a part hereof. With all appurtenances, SUBJECT TO the Permitted Exceptions set forth on Exhibit 8, attached hereto and by that reference made a part hereof. RESERVING tato Grantor a non-excloaive easement over and across those existing two - track reads crossing the following lands: Section 29: SWKSEY., SEASE.Y4; Section 32: NEYNEy.; and Section 33: NW'SWY, SW'/4SW1/4; all in Township 5 South, Range 96 West of the 6'" P.M., County of Garfield, State of Colorado; for purposes of ingress and egresa to the adjacent property currently owned by Grantor which is described as: Section 1; Lots 9 and 16; and Section 2: Lots 1 a, 12, 13, 14 and NI4SEy.; all in Townahip 6 South, Range 97 West of the 6a P.M., County of Garfield, State of Colorado (the "Retained Property"), in connection with the residential, ranching, or recreations/ use of the Retained Property by the owner thereof, Grantee shall have the right to relocate the access toad used by Grantor at any time, so long as the relocated access road provides reasonably equivalent access to the Retained Property. above, IN WITNESS WHEREOF, the Grantor has executed this deed on the date set forth Grantor: Co -Personal Representatives of the estate of Charles Harvey Latham, Deceased ''v./ij Karen Lee Latham STATE OF COLORADO ) = "� ss. R D a F•� COUNTY OF GARPIELD ) NOTARY c' U6LI C^ STATEOF(O The foregoing instrument was acknowledged before me Lhie 3 LOCA 2006, by Karen Lee Latham and Ginger Latham as Co -Personal Representatives of the estate of sio1 " iIr2DDe Charles HerveyLetharn, Deceased. WITNESS my hand and official seal. My commission expires: _41 hem, l No tia1•43 t2t) 1111111 11111 1111111 111111111 1111111111III 1111111111111 711207 11/15/2008 03:46P 81863 P985 M RLSDORF 2 of 3 R 16.00 0 121.48 GARFIELD COUNTY CO EXHIBIT "A" Parcel 1 Township 5 South, Range 96 West of the 6'h P.M. Section 29: S/ S'/: [ I60 acres] Section 32: NEVI NE'/., NW'/,, N1/4 SW' , SEA SW%, WV NE'/,, [400 acres] (part of) Tax Parcel No, 213532100009 [560 acres more or less] Parcel 2 Township 5 South,Range 96 West of the 6`" P.M. Section 32: SE'/4 Section 33: SW'/, (remaining part of) Tax Parcel No. 213532100009 [320 acres] Parcel 3 Township 4 South, Ranine 97 West of the 6'h P.M. Section 1: Lots 10,I 1, 12, 15, 17, 18, 19, 22, 23 and 24 (part of) Tax Parcel No. 2I6901100001 [334.78 acres more or less] alt in the County of Garfield, Colorado, 1 11E1111111 1111111 11111 ILII 1111 11E111 111 11111 1111 1111 711207 11/18/2006 03:46P 61663 P866 N RLSDORF 3 of 3 R 16.00 D 121,48 GARFIELD COUNTY CO Exhibit B 1. Rights or claims of parties in possession not shown by the public records. 2. Easements, ar claims of easements, not shown by the public records. 3. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts, which a correct survey and inspection of the premises would disclose,and which are not shown by the public records. 4. This paragraph intentionally deleted. 5. This paragraph intentionally deleted. 6. Taxes and assessments for 2006 and subsequent years, a lien not yet due or payable. 7. This paragraph intentionally deleted. B. Any and all water rights, claims, or title lo water, whether or not the matters excepted are shown by the public record. 9, Right ofway for ditches orentals eonstreeted by the authority of the United Stales, as reserved in United Slates Patent recorded January 16, 1925 in Book 112 atPage 424 and reservation of a[1 oil and gas, together wish the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of July 17, 1914 in said Patent, and any and all interests therein or assignments thereof. 10. Right of way for ditches or canals constructed by the authority of the United Stales, as reserved in United States Patent recorded May 14, 1940 in Beek 194 al Page 615 and reservation of all coal and other minerals, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 in said Patent, and any and all interests therein or assignments thereof. 11. Right of way for ditches or canals constructed by theauthority of the United States, as reserved in United States Patent recorded January 28, 1943 in Book 209 et Page 138 and reservation of alt coal and other minerals, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29,1916 in said Patent, and any and all interests therein or assignments thereof. 12. Reservations, conditions and stipulations contained in United States Patent No. 1431391 recorded April 10, 1951 in Book 257 at Page 543 including, but not limited to the following: That the grant hereby made is restricted in its exterior limits to the boundaries of the said mining premises, and to any veins er lodes of quartz or other rock in place bearing gold, silver, cinnabar, lead, tin, copper and other valuable deposits which may have been discovered within said limits subsequent to and which were not known to exist on July 12, 1949. That should any vein or lode of quartz or other rock in place bearing gold, silver, cinnabar, lead, tin, copper or other valuable deposits, be claimed or known to exist within the abov e - described premises at said last-named dated, the same is expressly excepted and excluded from these presents. Right of way for ditches or canals constructed by the authority of the United States. 13. Reservation of all minerals, together with the right to prospect for, mine and remove the same as reserved by Redd Ranches in Warranty Deed retarded December 20, /963 in Book 355 al Page 5, and any and all interests therein or assignments thereof, 14. Conveyance to Ruth Latham of an undivided one•halfinterest in and to ell minerals owned by Latham Ranches is Warranty Deed recorded August 20, 1987 in Book 719 at Page 510, and any and all interests therein or assignments thereof. 15. Lack of a right of access le and from the subject property_ 111 111,1hR1113,Uill,P 1.1C ter rw11K.11111 !•,711:711,718271a, 3 2PiJean 916001Cp 1 el 11P1 F•a:fr6.66 boa iaa:0. 00 G IEL6 COLWY c6 When retarded realm to: Mary Ann Adams Berry petroleum Company 93017` Steel, Suite 2400 Deaver, CO 80202 CONNECTED ROAD RIGH -0F -WAY GRANT AND EASEMENT THIS RIGHT-OF-WAY GRANT AND EASEMENT (this "Grant") is entered into effective the :lit day of IJD4'e»t her , 200$ ("Effective Date"), from BERRY PETROLEUM COMPANY, a Delaware corporation whose address is 950 Seventeenth Street, Suite 2400, Denver, Colorado 80202 ("Grantor"), to CHEVRON SHALE OIL COMPANY, a division of Chevron U.S.A. Inc., whose address is 11111 S. Wilcrest, Houston, TX 77099 ('Grantee'). Grantor and Grantee (the "Parties') agree as follows: For and in consideration of the sum of Ten Dollars (810.00) and other good and valuable consideration including the Garden Gulch Road Extension Agreement dated January 26, 2007, among the Parties, Garden Gulch, LLC, Petroleum Development Corporation, Marathon Oil Company, POR Painters, LLC, Teton Piceance, LLC and Williams Production PMI' Company (the "Agreement"), the receipt and sufficiency of which are hereby aclmawiedged, Grantor hereby grants, conveys and transfers unto Grantee, its successors and assigns a perpetual, irrevocable, non- exclusive, cost-free right-of-way and easement to use the Connected Road (as hereinafter defined) for all lawful purposes including, without limitation, a corridor for ingress and egress to and from Grantee's surface lands for all purposes including oil shale exploration and development, and including, without limitation, maintenance , upgrading and widening of the road to be constructed by Grantor as is described in Section 8.a of the Agreement (the "Connected Road') in, on, over, under, or through the lands situated in Garfield County, State of Colorado, being more particularly described on Exhibit A attached hereto end incorporated herein by this reference (the "Lands"). The Connected Road is more particularly depicted and described on Exhibit 8 hereto, being an "as - built" survey of the Connected Road, and being specifically limited within such Lands to the corridors described in said Exhibit B. The width of said right -of --way and easement shall he limited to one hundred feet (100), being fifty feet (50') on either side of the centerline of the Connected Road as constructed. To have and to bold unto Grantee, its successors and assigns, for use by Grantee, its successors, assigns, agents, employees, contractors, and invitees. The right-of-way and easement granted herein is nonexclusive and, except as otherwise expressly provided herein, Grantor reserves unto itself and its successors, assigns and lessees, all rights and uses in, to, over and under the Lands other than those specifically granted herein; provided that, except in connection with the construction, operation and maintenance of the Connected Road, Grantor agrees not to build, create, construct or permit to be built, created or constructed, any obstruction, building, reservoir, engineering works or other structure over, under or on the right -of --way and easement granted herein without the express prior written consent of Grantee, which shall not be unreasonably withheld, delayed or conditioned. Grantee shall have all rights and benefits necessary for the intended use and maintenance of the rights herein granted, including but not limited to, the right of ingress and egress over and across the Lands solely for the purpose of exercising Grantee's rights hereunder. Grantee shall observe and comply with all applicable federal, stale and local roles, regulations and policies ("Applicable Laws') while on or using the Connected Road Grantee shall fully defend, protect, indemnify and hold harmless Grantor, its employees, contractors, subcontractors, agents and invitees from and against any and all claims, demands, causes of action, damages, obligations and liabilities (including reasonable attorneys fees and costs, and including any and all environmental claims, demands, causes of action, damages, obligations or liabilities) which may be asserted by Grantee or itt officers, directors, employees, contractors, subcontractors, agents or invitees, or which may be asserted by any third party on account of bodily injury, death, property damage, or violation of Applicable Laws, caused by, resulting from or in any way incidental to Grantee's, or Grantee's officers, directors, employees, contractors, subcontractors, agents or invitees' use of, or activities and operations on the right -of --way and easement granted herein. 5 11111 nil';rr11 `;�t�i1ry11mii i IfilNidlkli ��ii •i Reception786783 13/0512012712l06r2001:26?p) PX e+ Jn 'Marko 2 or 5 Ree Faa:if6.ea 0w Foo.0.00 0MFIELD COIM Y CO Grantor makes no warranties or representations, express or implied, as to its title, interest or rights in the Lords, ar that the Lands are suitable for the right-of-way or easement herein granted or any other purpose; provided that Grantor warrants and represents that it has the full right and lawful authority to grant and convey the right-of-way and easement granted and conveyed by it hereunder. Grantee shall not suffer or permit to be enforced against the Lands or Connected Road, or any part thereof, any mechanics, materialman's, contractors or subcontractors' liens arising from or any claim for damage growing out of any operation, repair, restoration, replacement or improvement by Grantee on the Lands or Connected Road, or any other similar claim or demand howsoever the same may arise, but Grantee shall pay ar cause to be paid all of such liens, claims or demands before any action is brought to enforce the same against the Lands or Connected Road. This Grant cannot be modified, except in writing signed by all parties hereto. The provisions of this Grant are a covenant running with the land and shall extend to and be binding upon the heirs, executors. administrators, personal representatives, successors, and permitted assigns of Grantor and Grantee. If either Party is in breach of or defaults under a provision of this Grant, the non -defaulting Parry shall have all rights at law and in equity available as a result of the other Party's breach or default of this Grant. Any notice, demand or election under this Grant shall be in writing and shall be given in person or by means of telecapy or other wire transmission, or mailed by registered or certified mail, or by reputable overnight courier, addressed to the applicable Party at the address tinct set forth above, or such other address as such Party draft notify the other of in writiog, This Grant shall be recorded in the real property records of Garfield County, Colorado. This Grant shall be governed by and construed in accordance with the laws of the State of Colorado. This Grant may be executed in two or more counterparts all of which shalt be considered one end the same document IN WETNESS WHEREOF, the parties have executed this Grant as of the Effective Date. Grantee: Grantor: CHEVRON SHALE OIL COMPANY, BERRY PETROLEUM COMPANY, a division of Chevron U.S.A. Inc, a Delaware ation By: C. .e9• By: 4. )01-Xlic Ie s}e Title: �rroY% t rel 1' f STATE OF COLORADO )ss. CITY AND COUNTY OF DENVER ) The foregoing in^strup.ent was acknowled ed before me this day of Unbar' , 2007, by I% Rt1M.Y.Son , as Vire.-VrP."S • PradtOio^ of BERRY PETROLEUM COMPANY, a Delaware corporation on behalf of said corporation. Witness my hand and official seal. Notary �Pblic: 11111111 AI pi[liNgihi4iAlICI i19 IN *AIN 11111 Huapklon#: 177fa6 Roo ..71,171% ,7w O.00 Ca b of 6 Roo ee.i6.00 coOFee;0.0e fiP0FIEL0 COUNTY CO STATE OF )ss. COUNTY OF J ) The forego' gstru rn wa a owledged re me thi oda o t 2007, by • . f sejf as1.-j of CHEVRON SHALE 01 COMPANY, a division of Chevron U. .A. Inc., oc be alf of said corporation. Witness my hand and official seal. My Commission Expires' ary Public: 1111 11KrVAn Nh ler 0141: '1iitIi 1 m lV G7wi1: 7a876a 4Zor a;RR. Fee ..6.10�Ccc�F.:0.(10 4PRF1E f4MTY „ EXHIBIT A THE LANDS Parcel 1 Township 5 South, Range 96 West of the 6th P.M. Section 29: Sin Sin [160 acres] Section 32: NE714NERNW114,NSWA5E114SWi10.W1nNEN, [400 acres, more or less] (part of) Tax Parcel No. 213532100009 Parcel Z Township 5 South. Range 96 West of the 6m P.M. Sectio» 32: SEN Section 33: SWu4 (remaining part of) Tax Parcel No. 213532100009 [320 acres, more or less] Parcel 3 Township 6_South, Rance 97 West of the 6m P.M. Section 1: Lots 10,11,12,15,17,1 8, 19, 22, 23 and 24 (part of) Tax Parcel No. 216901100001 [334.78 acres more or less] ail in the County of Garfield, Colorado, 4 KVIIMA m. |� ■1�k&■m 15'11Silifliii".2"..i.Prarriii`c&F,..,_,0 1 '% || | } 1 | 1Ii 1 1 | ° ° | . §| 1 !. 1 / | | iii II/ligi ||| l�4 §| l� I § | ! \%� b ) i « I I te -rr F =MY 1111. _ * 1(11 F4 ik111MtP N', elifl ILlidf1I'i 11 111 Dec.ptionK: 738784 1�/g61Z107 05:21:1 Rr J.,, Alb"rleo 1 of 6 Aw F..:S2�•0e Guo F"a: B.BO GA"FlEL0 001111TY Ca When recorded reran to: Mary Ann Adams Berry Petroleum Company 950173 Strut, Suite 2400 Denver, CO 80202 CONNECTED ROAD RIGHT-OF-WAY GRANT AND EASEMENT THIS RIGHT-OF-WAY GRANT AND EASEMENT (this "Grant") is catered into effective the t4m day of November, 2006 ("Effective Date'), from BERRY PETROLEUM COMPANY, a Delaware corporation whose address is 950 Seventeenth Street, Suite 2400, Denver, Colorado 80202 ("Grantor"), to WILLIAMS PRODUCTION RMT COMPANY, whose address is 1515 Arapahoe Street, Tower 3, Suite 1000, Denver, CO 80202 ("Grantee"). Grantor end Grantee (the "Parties") agree as follows: For and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration including the Garden Gulch Road Extension Agreement dated January 26, 2007, among the Parties, Garden Guleb, LLC, Petroleum Development Corporation, Marathon Oil Company, POR Partners, LLC, Teton Piceance, LLC and Williams Production RMT Company (the "Agreement"), the receipt and sufficiency of which are hereby acknowledged, Grantor hereby grants, conveys and transfers Tinto Grantee, its successors and assigns, a non-exclusive, cost-free right -of --way and easement, to use for all lawful purposes, the Connected Road (as hereinafter defined) situated in Garfield County, State of Colorado, being more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the "Lands"). Tho Connected Road is more particularly depicted and described on &jbit B hereto, being an "as -built" survey of the Connected Road, and being specifically limited within such Lands to the corridors described in said Exhibit B. The width of said right-of-way and easement shall be limited to one hnndred feet (100'), being fifty feet (50') on either side of the centerline of the Connected Road as constructed To have and to hold unto Grantee, its successors and assigns, for use by Grantee, its successors, assigns, agents, employees, contractors, and invitees. The right -of --way and easement granted herein is nonexclusive and, except as otherwise expressly provided herein, [)raptor reserves unto itself and its successors, assigns and lessees, all rights and uses in, to, over and under the Ganda other than those specifically granted herein; provided that, except in connection with the construction, operation and maintenance of the Connected Road, Grantor agrees not to build, create, construct or permit to be built, created or constructed, any obstruction, building, reservoir, engineering works or other structure over, under or on the right-of-way and easement granted herein without the express prior written consent of Grantee, which shall not be anreasonably withheld, delayed or conditioned Grantee shall have all righta and benefits necessary for the intended use and maintenance of the rights herein granted, including but not limited to, the right of ingress and egress over and across the Lands solely for the purpose of exercising Grantee's rights hereunder, Grantee shall observe and comply with all applicable federal, state and local rules, regulations and policies ("Applicable Laws") while on or using the Connected Road. Grantee shall Polly defend, protect, indemnify and hold harmless Grantor, its employees, contractors, subcontractors, agents and invitees from and against any and all claims, demands, causes of action, damages, obligations and liabilities (including reasonable anomeys Cees and costs, and including any and all environmental claims, demands, causes of action, damages, obligations or liabilities) whim may be asserted by Grantee or its officers, directors, employees, contractors, subcontractors, agents or invitees, or which may be asserted by any third party on account of bodily injury, death, property damage, or violation of Applicable Laws, caused by, resulting from or in any way iocidental to Grantee's, or Grantee's officers, directors, employees, contractors, subcontractors, agents or invitees' Ilse of, or activities and operations on the right-of-way and easement granted herein. Grantor makes no warranties or representations, express or implied, as to its title, interest or rights in the Lands, or that the Lands are suitable for the right-of-way or easement herein granted or any other purpose; provided that Grantor warrants and represents that it has the full right and lawful authority to grant and convey the rigbt•of--way and easement granted and conveyed by it hereunder, 5 1.111111 KiriMP111.10t-r1a.17411i Loi?N 11111 ReceptlonP: 73,5784 12/01t2007 41:26.21 PM lean elbereoo 2 P/ 11 No Fee:525.44 Dee Fee:4-01 GARFIELD COUNTY CO Grantee shall not suffer or permit to be enforced against the Lends or Connected Road, or any part thereof, any mechanics, materislmen's, contractors or subcontractors' liens arising from or any claim for damage growing out of any operation, repair, restoration, replacement or improvement by Grantee on the Londa or Connected Road, or any other similar claim or demand howsoever the same may arise, but Grantee shall pay or cause to be paid all of such liens, claims or demands before any action is brought to enforce the same against the Lands or Connected Road. This Grant cannot be modified, except in wiitiog signed by all parties hereto. The provisions of this Grant area covenant runnlog with the land and shall extend to and be binding upon the heirs, executors, administrators, personal representatives, successors, and permitted assigns of Grantor and Grantee. If either Party is in breach of or defaults under a provision of this Grant, the non -defaulting Party shall bave all rights at law and in equity available as a result of the other Party's breach or default of this Grant. Any notice, demand or election under ibis Grant shall be in writing and shall be given in person or by means of telescopy or other wire tlansmissiorl, or mailed by registered or certified mail, or by reputable overnight courier, addressed to the applicable Party at the address fit set forth above, or such other address as such Party shall notify the other of in writing. This Grant shall be recorded in the real property records of Garfield County, Colorado. This Grant shall be governed by and construed in accordance with the laws of the State of Colorado. This Grant may bo executed in two or more counterparts all of which shall be considered one and the same document. IN WITNESS WHEREOF, the parties have executed this Grant as of the Effective Date. Grantee: Grantor: WILLIAMS PRODUCTION RMT COMPANY a Delaware corporation By: 9l: ice" J•.epb ' arrett Titl . Attorney -in -Fact STATE OF COLORADO )ss. CITY AND COUNTY OF DENVER BERRY PETROLEUM COMPANY, It Delaware corporation By:� Title: VP irO1 LTIO.. Th foregoing instrument was acknowledged before me this .Q day of November, 2007, by n Andertnrt , as Viteffe.6 .—Traad,w#iorl of BERRY PETROLEUM COMPANY, a Delaware corporation on behalf of said corporation. Witness my band and official seal, My Commission Expir t` ary PG Nabile: it COMM guill 7/11/2001 2 ■III In 14191YAIII,111Nh,iIMINClirilil.YARN 11111 R.oeptlona: 738784 12166/260761:26.21 PM Jean Plbrrloo 3 of 6 Rae Fee:626.66 poo Faa:6.66 GARFIELD mum GO STATE OF COLORADO ) )$s. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this Mt. day of November, 2007, by Joseph P. Barrett, as Attorney -in -Fact of WILLIAMS PRODUCTION RMT COMPANY an behalf of said corporation. Witness my hand and official seal. My Commission Expires: 6-2 3 11 PATIWKI MPH 11111 R.c.oUor 138784 12!9612007 81 2 31 Pe ienn Nl NISpIp 4 of 5 Fee F.. $78.88 Dae F..:8.00 4PPFIEiD COUNTY CO EXHIBIT A THE LANDS Parcel 1 Township 5 South, Range 96 West of the 6t° P_M. Section 29: Sm Sin [160 acres] Section 32: NEn4NE174,NWtM,N1nSWu4,SE114SW>r4.W1nNEuq[40Dacres, more or less} (part of) Tax Parcel No. 213532100009 Parcell Township 5 South. Range 96 West of the 6th P.M. Section 32: SEu4 Section 33: SWu4 (remaining part of) Tax Parcel No. 213532100009 (320 acres, mote or less] Parcel 3 Township 6 South. Range 97 West of tile 6th P.M. Section 1: Lots 10, 11, 12, 15, 17, 18, 19, 22, 23 and 24 (part of) Tax Parcel No. 216901100001 [334.78 acres mare or less] all in the County of Garfield, Colorado, 4 IIJiPA 10 !MANNA VISION lid 1111 1!11l 52or0f6F6i7Reee7c0718704 F:a7EcFnt Rp rEie COUNTY CO r, stewart J •title of coforado Stewart Title of Colorado, Inc. Glenwood Springs Division 1620 Grand Avenue Glenwood Springs, Colorado 81601 Phone: 970-945-5434 Fax: 970-945-1135 Date: Order Number: Buyer: Seller: Property Address: . September 22, 2008 20541 Berry Petroleum Company and Chevron USA Please direct all Escrow inquiries to: Please direct all Title inquiries to: Title Search SELLER: Berry Petroleum Company Chevron USA C/O Shane McCoy Western Field Services Susan Sarver Phone: 970-945-5434 Email Address: susan.sarver@stewart.com SELLING BROKER: We Appreciate Your Business And Look Forward to Serving You in the Future. ALTA Commitment (6/17/06) ALTA Commitment Form COMMITMENT FOR TITLE INSURANCE Issued by stewart ----► title guaranty company Stewart Title Guaranty Company, a Texas Corporation ("Company"), for a valuable consideration, commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the Proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest in the land described or referred to in Schedule A, upon payment of the premiums and charges and compliance with the Requirements; all subject to the provisions of Schedules A and B and to the Conditions of this Commitment. This Commitment shall be effective only when the identity of the Proposed Insured and the amount of the policy or policies committed for have beeli inserted in Schedule A by the Company. All liability and obligation under this Commitment shall cease and terminate six months after the Effective Date or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue the policy or policies is not the fault of the Company. The Company will provide a sample of the policy form upon request. This commitment shall not be valid or binding until countersigned by a validating officer or authorized signatory. IN WITNESS WHEREOF, Stewart Title Guaranty Company has caused its corporate name and seal to be hereunto affixed by its duly authorized officers on the date shown in Schedule A. Countersigned: For Informational Purposes Only Stewart Title of Colorado, Inc. Glenwood Springs Division 1620 Grand Avenue Glenwood Springs, Colorado 81601 Phone: 970-945-5434 Fax: 970-945-1135 Estewart title guararrty company Senior Chairman of the Board Chairman of the Board President Order Number: 20541 ALTA Commitment (6117106) COMMITMENT FOR TITLE INSURANCE SCHEDULE A 1. Effective Date: August 29, 2008, at 7:30 A.M. 2. Policy or Policies To Be Issued: (a) A.L.T.A. Owner's (Standard) Proposed Insured: (b) A.L,T.A, Loan Order Number: 20541 Amount of Insurance $ TBD 3. The estate or interest in the land described or referred to in this Commitment and covered herein is: Fee Simple 4. Title to the referenced estate or interest in said land is at the effective date hereof vested in: Berry Petroleum Company, as to an undivided 50% Interest, as to Parcel 1 Marathon Oil Company, as to an undivided 50% interest, as to Parcel 1 Chevron USA, Inc., as to Parcel 2 5. The land referred to in this Commitment is described as follows: See Attached Legal Description Order Number: 20541 ALTA Commitment (WI 7/06)- Schedule A Page 1 oft Statement of Charges: These charges are due and payable before a Policy can be issued: Hourly Search Fee Stewart title guaranty company SCHEDULE A LEGAL DESCRIPTION Parcel 1: Township 6 South, Range 97 West of the Sixth P.M. Section 1: Lots 10 and 15 Parcel 2: Township 6 South, Range 97 West of the Sixth P.M. Section 1: SW 1/4 County of Garfield State of Colorado Order Number: 205-11 ALTA Commitment (6117106) — Schedule A Page 2 of 2 rtewart title guaranty company COMMITMENT FOR TITLE INSURANCE SCHEDULE B — Section 1 REQUIREMENTS Order Number: 20541 The following are the requirements to be complied with: 1. Payment to or for the account of the grantor(s) or mortgagor(s) of the full consideration for the estate or interest to be insured. 2. Proper instrument(s) creating the estate or interest to be insured must be executed and duly filed for record. 3. Execution of Affidavit as to Debts and Liens, which is attached or will be provided at closing. 4. Payment of all taxes and assessments currently due and payable, if any. Order Number: 20541 ALTA Commitment (6/17/06) -- Schedule B 1 Page 1 of 1 Epteguaranty Y ea! t COMMITMENT FOR TITLE INSURANCE SCHEDULE B — Section 2 EXCEPTIONS Order Number: 20541 The policy or policies to be issued will contain exceptions to the following unless the same are disposed of to the satisfaction of the Company: 1. Rights or claims of parties in possession, not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title that would be disclosed by an accurate and complete land survey of the Land and not shown by the public records. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing the public records or attaching subsequent to the effective date hereof, but prior to the date the proposed insured acquires of record for value the estate or interest or mortgage thereon covered by this commitment. 6. Unpatented mining claims, reservations or exceptions in patents, or in acts authorizing the issuance thereof. 7. Water rights, claims or title to water. 8. Any and all unpaid taxes and assessments and any unredeemed tax sales. 9. The effect of inclusions in any general or specific water conservancy, fire protection, soil conservation or other district or inclusion in any water service or street improvement area. PARCEL 1: 10. Right or the proprietor of a vein or lode to extract and remove his ore therefrom, should the same be found to penetrate or intersect the premises hereby granted, as reserved in United States Patent recorded May 14, 1940 in Book 194 at Page 615 as Reception No. 139650. 11. Right or the proprietor of a vein or lode to extract and remove his ore therefrom, should the same be found to penetrate or intersect the premises hereby granted, as reserved in United States Patent recorded April 10, 1951 in Book 257 at Page 543 as Reception No. 175675. Order Number: 20541 ALTA Commitment (6/17/06)— Schedule 6 2 Page t of 3 �stewart 12. Right of way for ditches or canals constructed by the authority of the United States, as reserved in United States Patent recorded April 10, 1951 in Book 257 at Page 543 as Reception No. 175675. 13. Location Certificate recorded January 22, 1918 in Book 115 at Page 328 as Reception No, 60408. 14. Rights and Reservations in Warranty Deed recorded December 20, 1963 in Book 355 at Page 5 as Reception No. 223760, and any and all assignments of record, or otherwise, thereof; or interests therein. 15. Oil and Gas Lease(Lease #3) recorded March 18, 2003 in Book 1447 at Page 585 as Reception No. 623088, and any and all assignments of record, or otherwise, thereof, or interests therein, and other Oil and Gas Leases of record, and any and all assignments of record, or otherwise, thereof, or interests therein. 16. Matters disclosed in Special Warranty Deed recorded November 15, 2006 in Book 1863 at Page 981 as Reception No. 711206. 17. Matters disclosed in Personal Representative's Deed recorded November 15, 2006 in book 1863 at Page 984 as Reception No. 711207. 18. Memorandum of Gas Gathering Agreement recorded January 25, 2007 in Book 1888 at Page 524 as Reception No. 715970, First Amended and Restated Gas Gathering Agreement recorded July 29, 2008 as Reception No. 753222. 19. Pipeline Easement Agreement recorded April 13, 2007 in Book 1913 at Page 441 as Reception No. 721069. 20. Connected Road Right -of -Way Grant and Easement recorded December 6, 2007 as Reception No. 738783. 21. Connected Road Right -of -Way Grant and Easement recorded December 6, 2007 as Reception No. 738784. 22. Resolution No. 2008-01 recorded January 8, 2008 as Reception No. 740786, 23. Resolution No. 2008-77 recorded June 10, 2008 as Reception No. 750191. PARCEL 2: 24. Right or the proprietor of a vein or lode to extract and remove his ore therefrom, should the same be found to penetrate or intersect the premises hereby granted, as reserved in United States Patent recorded April 10, 1951 in Book 257 at Page 543 as Reception No. 175675. 25. Location Certificate recorded January 2, 1919 in Book 58 at Page 296 as Reception No. 64626. Order Number: 20541 ALTA Commitment (6(17/06) — Schedule B 2 Page 2 of 3 rstewart title guaranty company 26. Memorandum of Agreement recorded October 7, 1999 in Book 1154 at Page 472 as Reception No. 553393. 27, Oil and Gas Lease(Lease #3) recorded March 18, 2003 in Book 1447 at Page 585 as Reception No. 623088, and any and all assignments of record, or otherwise, thereof, or interests therein, and other Oil and Gas Leases of record, and any and all assignments of record, or otherwise, thereof, or interests therein. - 28. Memorandum of Gas Gathering Agreement recorded January 25, 2007 in Book 1888 at Page 524 as Reception No. 715970, First Amended and Restated Gas Gathering Agreement recorded July 29, 2008 as Reception No. 753222. 29. Pipeline Easement Agreement recorded October 25, 2006 in Book 1856 at Page 389 as Reception No. 709687. 30. Pipeline Easement Agreement recorded April 13, 2007 in Book 1913 at Page 441 as Reception No. 721069. 31. Pipeline Easement Agreement recorded July 16, 2007 in Book 1950 at Page 491 as Reception No. 728084. 32. Memorandum of Services Agreement recorded October 19, 2007 as Reception No. 735664. Order Number: 20541 ALTA Commitment (l17/O6)-• Schedule 13 2 Page 3 of 3 Estewart title guaranty company DISCLOSURES Order Number: 20541 Note: Pursuant to C.R.S. 10-11-122, notice is hereby given that: A. The subject real property may be located in a special taxing district; B. A certificate of taxes due listing each taxing jurisdiction shall be obtained from the county treasurer or the county treasurer's authorized agent; C. Information regarding special districts and the boundaries of such districts may be obtained from the board of county commissioners, the county clerk and recorder, or the county assessor. Note: Colorado Division of Insurance Regulations 3-5-1, Subparagraph (7) (E) requires that "Every title entity shall be responsible for all matters which appear of record prior to the time of recording whenever the title entity conducts the closing and is responsible for recording or filing of legal documents resulting from the transaction which was closed." Provided that Stewart Title of Colorado, Inc. conducts the closing of the insured transaction and is responsible for recording the legal documents from the transaction, exception number 5 will not appear on the Owner's Title Policy and the Lender's Title Policy when issued. Note: Affirmative Mechanic's Lien Protection for the Owner may be available (typically by deletion of Exception No. 4 of Schedule B,'Section 2 of the Commitment from the Owner's Policy to be issued) upon compliance with the following conditions: A. The land described in Schedule A of this commitment must be a single-family residence, which includes a condominium or townhouse unit. B. No labor or materials have been furnished by mechanics or materialmen for purposes of construction on the land described in Schedule A of this Commitment within the past 6 months. C. The Company must receive an appropriate affidavit indemnifying the Company against unfilled mechanic's and Materialmen's Liens. D. The Company must receive payment of the appropriate premium. E. If there has been construction, improvements or major repairs undertaken on the property to be purchased, within six months prior to the Date of the Commitment, the requirements to obtain coverage for unrecorded liens will include: disclosure of certain construction information; financial information as to the seller, the builder and/or the contractor; payment of the appropriate premium; fully executed Indemnity agreements satisfactory to the company; and, any additional requirements as may be necessary after an examination of the aforesaid information by the Company. No coverage will be given under any circumstances for labor or material for which the insured has contracted for or agreed to pay. Note: Pursuant to C.R.S. 10-11-123, notice is hereby given: A. That there is recorded evidence that a mineral estate has been severed, leased or otherwise conveyed from the surface estate and that there is a substantial likelihood that a third party holds some or all interest in oil, gas, other minerals, or geothermal energy in the property; and B. That such mineral estate may include the right to enter and use the property without the surface owner's permission. This notice applies to owner's policy commitments containing a mineral severance instrument exception, or exceptions, in Schedule B, Section 2. NOTHING HEREIN CONTAINED WILL BE DEEMED TO OBLIGATE THE COMPANY TO PROVIDE ANY OF THE COVERAGES REFERRED TO HEREIN UNLESS THE ABOVE CONDITIONS ARE FULLY SATISFIED. Order Number: 2054 Disclosures Stewart Title Guaranty Company Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm -Leach -Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Stewart Title Guaranty Company . We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms, • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non-financial companies such as envelope sniffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you, We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal infoinmation. Stewart Title of Colorado, Inc, Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Granum -Leach -Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Stewart Title of Colorado, Inc. We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that infoiration in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Stewart Title of Colorado, Inc. DISCLOSURE The title company, Stewart Title of Colorado, Inc. - in its capacity as escrow agent, has been authorized to receive funds and disburse them when all funds received are either: (a) available for immediate withdrawal as a matter of right from the financial institution in which the funds are deposited, or (b) are available for immediate withdrawal as a consequence of an agreement of a financial institution in which the funds are to be deposited or a financial institution upon which the funds are to be drawn. The title company is disclosing to you that the financial institution may provide the title company with computer accounting or auditing services, or other bank services, either directly or through a separate entity which may or may not be affiliated with the title company. This separate entity may charge the financial institution reasonable and proper compensation for these services and retain any profits there from. The title company may also receive benefits from the financial institution in the form of advantageous interest rates on loans, sometimes referred to as preferred rate loan programs, relating to loans the title company has with the financial institution. The title company shall not be liable for any interest or other charges on the earnest money and shall be under no duty to invest or reinvest funds held by it at any time. In the event that the parties to this transaction have agreed to have interest on earnest money deposit transferred to a fund established for the purpose of providing affordable housing to Colorado residents, then the earnest money shall remain in an account designated for such purpose, and the interest money shall be delivered to the title company at closing. CONDITIONS 1. The term mortgage, when used herein, shall include deed of trust, trust deed, or other security instrument. 2. If the proposed Insured has or acquired actual knowledge of any defect, lien, encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall be relieved from liability for any loss or damage resulting from any act of reliance hereon to the extent the Company is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclose such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liability previously incurred pursuant to paragraph 3 of these Conditions and Stipulations. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and such parties included under the definition of Insured in the form of policy or policies committed for and only for actual loss incurred in reliance hereon in undertaking in good faith (a) to comply with the requirements hereof, or (b) to eliminate exceptions shown in Schedule B, or (c) to acquire or create the estate or interest or mortgage thereon covered by this Commitment. In no event shall such liability exceed the amount stated in Schedule A for the policy or policies committed for and such liability is subject to the insuring provisions and Conditions and Stipulations and the Exclusions from Coverage of the form of policy or policies committed for in favor of the proposed Insured which are hereby incorporated by reference and are made a part of this Commitment except as expressly modified herein. 4. This Commitment is a contract to issue one or more title insurance policies and is not an abstract of title or a report of the condition of title. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the provisions of this Commitment. 5. The policy to be issued contains an arbitration clause. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. You may review a copy of the arbitration rules at http://www.alta.org. stewart title guaranty company All notices required to be given the Company and any statement in writing required to be furnished the Company shall be addressed to it at P.O. 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Delos D. Potter UNITED STATES 'PATEIW Dated .'larch` 19 : --=19512, .. Patent No. 1131391 Recites t hat the Bureau of Land Management of the United States a Certificate of the Land Office at Denver, Colorado, accompanied by other evidence, whereby it appears that Delos D. Potter did on December 1, 1949, .duly enter and pay for that certain mining claim or premises, known as the Gem No. 11 -Gem No. 27, Gem Noo.�., Gem No, . r Gem No ; ,. Gem No. 10, "Gem No.� Gem No. 4. Gem No. 5, G�,rrp. No. ,6,� 4ommunit 'No. 1, Grand Valley No.. 7, and Grand alley No.. 9 $ oil shale placer minim claims, situate in :Garfield C"o .nty, Colorado, described as follows: The Gem No. 1 claim comprising. the SE* of Sec. 1 in Tp. 6, S, R. 97 W., 6th P. M., the Gem No. 2 claim comprising the SW* of said Sec. 1,('the Gem:No..7 claim gimp comprising .Lots 9,. 10, 15 and 16 of said Section one,. the Gem No. $- claim comprising Lots 11,-12, 13 and 14. of said Section 1, the Gem No. 9 claim comprising Lots 21, 22,-23, and 24., of said Seca 1 the Gera No. 10 o im comprising Lots 21, 22, 23, and 24 of Section 2, said Tp.. and Range ,the Gem No.. 3 claim comprising the SE* of said Section 2)the Gem No.. 4. claim.cornprising the SW'* of said Section 2,. the Gem No. 5 claim comprising Lots 9, 10, 15 and 16, off said Sec. 2,(The Gem No. 6 claim comprising Lots 11, 12, 13,, and 14., of said Sec. *the Gomrnunity No. 1 claim -comprising the EiEi of Section 12, said Tp. and Range, the Grand Valley No.., 7 claim; comprising the SW of Sec. 7 in Tp. bre S., . R. 96 W., and the Grand Valley No. 8 claim comprising the WOE* end Lots 3 and 4. of said Sec. 7, the premises herein granted, containing in the aggregate 20$0,10.acres. NOW KNOW YE, that there is therefore, pursuant to the laws aforesaid, hereb- granted by the United Sta::es unto the said Delos D: Potter the' said placer min�g -premises hereinbefore described; TO HAVE AND TO. HOLD said mining premis4 s, together with all the rights, privileges, immunities, and appurtenam es of whatsoever nature'thereiinto 'belonging,. unto the said g$4 grantee above named and to his heirs and assigns forever, subject, nevertheless, to the following conditions and stipulations; l.. That the grant hereby made is restricted in its exterior limits. to the boundaries of the said mining premises and toany veins or lodes of quartz or othe: rock in place bearing gold, silver, cinnabar, lead, tin, copper, or.other valuable deposits, w hich may have been discovered within tia said limits subsequen to and which were not known to exist on July 12, 1949. 2. That should any vein or lode of quartz or other rock in place bearing godid, silver, cinnabar, lead, tin, copper, or other.valuable deposits; be claims or known to exist within hhe above described premises at said last named date, the ac. same is expressly excepted and as i excluded from these presents. 3. That the premises hereby conveyed shall be held subject to any' vested and accrued water rights for mining, agricultural', manufacturing or other err •purpose and rights to ditches and reservoirs used in connection with such water rights as may be recognized and acknpwledged by the local Aaws,ardx customs and decision of the courts. And there is reserved from the lands hereby granted a right of way thereon for ditches or canals constructed by the authority of the U. S. 4. That t in ,the absence of re cessery legislation by Congress, the Legislature of Colo, may provide rules for working the mining claim or premises hereby grante involving easements, drainage, and other necesssary means tothe complete developmen thereof. 4. As the Lots 10, 11, 12 and ] ix 15 in Said Sec. 1, and Lots 21, 22, 23 and 24.,, in said Sec. 2, this patent is issued subject to the provisions of the' �`� (over) (•g,tucumtce gum 1uatu .t¢daa am in RI?HP PaUutu aq o1 [Luftpo !paw Pu? KaaID A1unoO,[q pamma.t alvoTtanu •aauftuuxM Fq arum safdoa orod,) of Eec. 29, 1916 (3 • 1 ., 9 Stat. $62) with re Fi .ed for ,recrcj. pe rm i e o an• erence to the disposition, occupancy entryman under said act. 57 at page 543. ;•tt* 0 Fd I-1; • ;31-10 • 0 0 O 0 Ps • In c'- 14 o ID • cD 0 1..'. . H0 W F'o 1-' lig 1--' 0- 0 CD • O P rn o• 00O PO co, 0 0 c+ P • PD ct- P ID d- • P F.'• o P. C ct- t--+• cF Y• Pb tF 0 by co- P. 0 Pb (D Y• 0 C7'N•0 0 0- H. ,'j 0 0 d ,'_'. 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'- O 00 Po0 Z J O.: L 0 • 1 F' P. rn �7 • -1 i') 0 0 . ^7b1.-. 0 Recorded Dec. 20 1963 at'8:3 A. M. Reception No. 223760 Chas. S. Keegan Recorder WARRANTY DEED Book 355 Pag• 5 REDD RANCHES, a Utah corporation, qua' ified LLJ df 1sl‘hess in the State of Colorado under the name of REDD RANCHES, !!'C., whose address is LaSal, County of San Juan, and State of Utah, f'r 'he consideration of TEN DOLLARS AND OTHER VALUABLE CONSTDERAT:ON:,, in hard paid, hereby sells and conveys to ROBERT LATHAM and HN H. LATHAM whose address is DeBeque, Counr,y of Mesa, and State of Colorado, the following real property in the County of garr'c'd .{nd State of Colorado, to -wit: Township 5 South, Range 96 West, 6t21_11,g. 32: SEt; Section 33: SW4; Township 6 South, Range 97 West, 6th P.M. .Section 1: Lots 9, 10, 11, 12, 15 and 16; and Lots 17, 18, 19, 22, 23 and 24 ( f Section 2: Section 3: ✓Section 4: ormerly Lots 5, and 7); Lots 11, 12, 13, 14, NzSE4; Lots 6, 7, 8, 9, 10, 11, 14, 15 and 16, SW4; Lots 12 and 13; 3E4, EASW4, and Lots 10, 11, 14 and 15; with all its appurtenances and warrants the title to the same, subject to 1964 taxes and all subsequent taxes; AND SUBJECT to prior mineral reservations, AND EXCEPTING and reserving unto Grantor .all mincr.al5 ;:: and under the above described lands, previously reserved, together with the right to prospect for, mine and remove the same. Signed • •.. •l 'p •'P , ,1F this _ i��ay of December,. 1963. REDD RANCHES cretar STATE OF UTAH LOUNTY OF SAN JUAN ) ss . The foregoing instrum %W da of Dece Der, 1963 by Pnrnev,Q+4 este, was . know ed d befol� n a Lhi,s ..� at,,"Tresident Ranches, a Utah as : - cretary of R ..,11111111111111111111111111111(I1[ 11111111111111 IIII Illi 1 of 8 R 38.26 D 0.80 GARFIELD COUNTY CO OIL AND GAS LEASE (LEASE #3) THIS AGREEMENT, made and entered into as of the 15th day of November, 2002, by and between Chevron U.S.A. Inc., successor in interest to Chevron Shale Oil Company, whose address is 11111 S. Wilcrest Dr., Houston, Texas 77099 hereinafter called "Lessor," and Petroleum Development Corporation, whose address is 103 East Main Street, P.O. Box 26, Bridgeport, West Virginia 26330, hereinafter called "Lessee." WITNESSETH: 1. Lessor, for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, in hand paid, of the royalties herein provided and of the agreements of Lessee herein contained, hereby grants, demises, leases and lets exclusively unto Lessee all of Lessor's right, title and interest in the land hereinafter described, for the purpose of investigating, exploring, drilling for, producing, saving, taking, owning, transporting, storing, handling and treating oil and gas, herein called leased substances, together with all rights, privileges and easements useful for Lessee's operations hereunder on said Iand; including but not limited to the following rights: to lay pipelines; to build roads; to construct tanks, pump and power stations, and power and communication lines; and to redrili, deepen, maintain, rework and operate any well so drilled, subject in all cases to the provisions of paragraphs 15 and 16. The land included in this lease is situated in the County of Garfield, State of Colorado, and is described on the attached Exhibit A, including all of Lessor's right, title and interest in all leased substances underlying lakes, streams, roads, streets, alleys, easements and rights-of-way which traverse said land; and including ail lands ovmed or claimed by Lessor as a part of any tract above described; and containing 5325.42 acres of land more or less. This lease shall cover all of Lessor's right, title and interest in said land now owned by or hereafter vested in Lessor. For the purpose of calculating any payments based on acreage, the land shall be deemed to contain the acreage above stated. 2. Subject to the other provisions herein contained, this lease shall remain in force for a period of three (3) years from the date hereof, herein called "primary term," and thereafter so long as leased substances or any one or more of them are being produced from said land or any operation permitted hereunder is being conducted on said land or this lease is continued in force by reason of any of the otherprovisions hereof. 3. Royalties on leased substances to be paid by Lessee are: (a) on oil, eighteen and three quarters percent (18.75%) of that produced and saved from said land, to be delivered at the well or to the credit of Lessor into the pipeline to which the wells may be connected; Lessee may from time to time purchase any royalty oiI, paying therefor the market value in the field where produced on the day it is run to the pipeline or storage tanks; (b) on gas, including casinghead gas, produced from said land and sold or used off the premises, the market value at the well of eighteen and three quarters percent (18.75%) of the gas so sold or used, provided that on gas sold at the well the royalty shall be eighteen and three quarters percent (18.75%) of the amount realized from such sale. If Lessee shalt discover gas hereunder on said land or on land unitized with any of said land, Lessee may at any time or tunes during or after the primary term and at Lessee's election, pay as royalty (herein called shut-in gas well payment) a sum equal to one dollar per acre on the acreage then held by Lessee hereunder, whereupon it shall be considered for ail purposes of this lease that a leased substance is being produced hereunder from said land for a period of one year; such year to commence on the anniversary of this lease next preceding such payment. Provided, however, that this lease may be extended by tender of shut-in well payments for no more than two consecutive years from the anniversary of this lease next preceding Lessee's payment. Any such payment may be made in the same manner as provided elsewhere in this lease for payments hereunder but shall not be in lieu of any royalty based on actual production. Lessee may use, free of royalty, leased substances from said land for all operations conducted upon the leased lands or lands unitized with any of said [and. 4. This is a Paid -Up lease and Lessee shall not be obligated during the primary term to make any further payments or to commence or continue any operations hereunder in order to PDC Lease • Ncw Lease #3.doc 2/15/2003 -1- ��'� SQ,xe �� 1 111111 11111 111111 EMIR 11111 111111 111 IMI 11 111 6230BB 03/38!2003 01.09P 81447 Peas It ALSDORF 2 of 6 R 38.23 D 0.00 GARFIELD COUNTY CO maintain this lease in force. Any money payable hereunder may be paid in cash or by check, mailed or delivered to Lessor. Lessee may at any time or times surrender this lease as to all or any portion of said land by mailing or tendering to Lessor or by filing for record a release or releases, and be relieved of all obligations thereafter accruing as to the acreage surrendered, but same shall not relieve Lessee of any obligation existing as of the date of such release. 5. If any operations or production of a leased substance or any combination of such activities shall occur hereunder and if at any time or times after the primary term or within sixty (60) days before expiration of the primary term, such operations or such production or any combination of such activities shall cease for any cause so that none of such activities continues, such cessation shall not cause this lease to terminate and this lease shall remain in force if and so long as (a) shut-in gas well payments are made under paragraph 3 (if applicable) or (b) any operation or production of a leased substance is commenced or resumed hereunder within sixty (60) days after cessation of the last of the operations or production that had occurred hereunder or (c) the cause of cessation is covered by paragraph 8 hereof. Wherever used in this paragraph 5, or wherever else used in this lease unless the context requires otherwise, the meaning of the word "operations" shall without limitation include: drilling, digging and boring operations, producing operations, the drilling of a dry hole or successive holes before or after production is obtained, plugging back, reworking operations, deepening operations and remedial operations in connection with drilling or producing operations. 6. Lessee shall pay for all damages caused by Lessee's operations, including but not limited to damages to growing crops, buildings, irrigation ditches, Iivestock, feed lots and fences. Lessee will bury pipelines below ordinary plow depth at the time of installation when crossing cultivated land owned or operated by Lessor or its surface lessees. No well shall be drilled within two hundred (200) feet of any residence or other improvement now or hereafter constructed on said land without the consent of the owner thereof. Lessee shall have the right at any time within ninety (90) days after expiration or surrender of the lease or any part hereof to remove all of Lessee's property and fixtures, including the right to draw and remove all casing. Lessee shall restore the surface as nearly as practicable to its original condition upon expiration or surrender of the lease. 7. Lessee shall have neither the right nor the power to assign this lease, in whole or in part, to another party without the prior written consent of Lessor. Lessor may withhold its consent to any such proposed or attempted assignment for any reason or for no reason in its sole discretion. 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 Lesser at Iaw 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. Provided, however, this provision shall not apply to assignments that may be made to limited partners that Lessee may be required to make under limited partnerships Lessee may form to conduct operations under this lease. Also, this provision shall not apply to transfers of interest that result from mergers, acquisitions or sales of all of Lessee's assets and assignments to Lessee's corporate affiliates. 8. Whenever as a result of any cause beyond Lessee's reasonable control (such as fire, flood, stone, or other act of God, governmental law, order, or regulation, labor disputes or war) Lessee is prevented or hindered from exercising any of its rights hereunder, complying with any of the terms hereof or carrying out any of its obligations hereunder, and such prevention or hindrance occurs during the term hereof, either primary or extended, as the case may be, the obligations of Lessee hereunder (excluding only its obligation to pay royalties on actual production, and other monetary payments required or permitted by the terms of this lease), shall be suspended during the period of such prevention or hindrance and for ninety (90) days thereafter. If such hindrance occurs during the primary term hereof, the primary term shall be extended for a period of time equal to the period of such suspension and this lease shall remain in full force and effect during such period of suspension and during any such extension of the primary term. 9, In connection with operations for the production of oil and gas or either of them, Lessee may at any time or times pool or unitize this lease insofar as it covers the lands covered PDC Lease- New Lease aria 2/18/2003 -2- 161/1111811/1119011111111111!1191/1!)511T11141111)1 3of 6 R 38.25 D0.GARFIELD COUNTYCO hereby, in whole or in part, as to any stratum or strata, with other lands and leases in the same area or field so as to constitute a unit or units whenever, in Lessee's judgment, necessary or advisable to comply with a Iaw, rule, order or regulation of a governmental authority having jurisdiction, to reduce or prevent economic waste, to protect correlative rights, or to promote, encourage or accomplish the conservation of natural resources, by filing for record in the applicable county records an instrument so declaring. Upon production from any pari of any such unit, Lessor shall be entitled to the royalties provided for in this lease on only that fractional part of unit production allocated to that portion of this lease included in such trait. Operations upon any such unit or production from any part of such unit shall be treated and considered for all purposes of this lease except payment of royalties, as operations upon or production from this lease. 10. The royalties hereinabove provided are determined with respect to the entire estate in leased substances and if Lessor owns a lesser interest therein or if this lease covers less than the entire estate in leased substances, the royalties to Lessor shall be reduced proportionally. Lessor makes no warranties of title to the leased premises, whether express or implied. Lessee at its option may purchase or discharge in whole or in part any tax, mortgage or other lien upon said land, may redeem the same from any purchaser at any tax sale or adjudication, and may reimburse itself from any royalties accruing hereunder and shall be subrogated to such lien with the right to enforce sante. 11. Lessee agrees to defend, indemnify and hold harmless Lessor, its affiliates, and any employee, agent, contractor or other representative of Lessor and its affiliates, from any and all claims, demands, suits, losses, fines, penalties, damages, liabilities, costs and expenses of every character whatsoever (including but not limited to court costs and attorneys' fees) arising out of or in connection with Lessee's operations on the leased lands. 12. If this lease has not sooner terminated, then effective as of five (5) years after expiration of the primary term this lease shall terminate as to all depths below the stratigraphic equivalent of the deepest depth drilled on the leased lands and as to all lands not included within a spacing unit producing or capable of producing oil or gas in paying quantities. In the event the area in which a well is drilled and completed is not spaced as per applicable state oil and gas regulations, then the lease shall be deemed to cover an approximate three hundred twenty (320) acre parcel surrounding and including the well location. Lessee shall file of record an appropriate release within thirty (30) days after the effective date of the termination. 13. At all times during the drilling, testing and completing of any well drilled on the leased lands or on lands pooled therewith, Lessee shall cause Lessor and its affiliates and the employees and agents of Lessor and its affiliates, to have access at their sole risk to the derrick floor and all facilities relating to the drilling of the well(s) and to receive all information relating to such operations including but not limited to daily drilling reports and logs, cores and samples obtained in connection with such operations the same as though Lessor and its affiliates were drilling the well(s). Notices of intent to spud, log and plug and abandon wells shall be furnished to the following: ChevronTexaco Shale Oil Company Atm: 3.T, Schmid, Jr., Manager 11111 S. Wilcrest Dr. Houston, TX 77099 Upon written request, Lessee shall furnish all well information, including all reports, logs and samples to: ChevronTexaco Shale Oil Company Attn: Greg Brose 11111 S. Wilcrest Dr. Houston, TX 77099 14. This lease 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. PDC !.case - Ncw Lane #3.doc -3- 2138!1003 1.12131,311,119,11#111,11!1,19L111511911011,11 4 of 6 R 38.25 D 0.00 GGRFIELD COLRtTY CO 15. Lessee shall obtain prior written approval from Lessor for each use of the surface that Lessee proposes to make under this lease, including but not limited to drill sites, access and surface reclamation plans. 16. Notwithstanding that Lessee may have obtained Lessor's approval under paragraph 15 to make various uses of the surface of the leased lands, Lessee's operations shall be subordinate to Lessor's right to conduct shale oil operations on the leased lands at any time in the future. If Lessor determines in its reasonable discretion that Lessee's operations will interfere with Lessor's shale oil operations, Lessee 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 Lessee's wells, gathering systems and other related facilities in order to eliminate an interference shall be borne by Lessor, If any such change, cessation or relocation of' facilities results in permanent foss of production, Lessor will compensate Lessee for same at the then fair market value of the leased substance. Effective January 1, 2018 and thereafter, Lessee agrees to change, cease or relocate its operations at its sole risk and cost, in order to eliminate an interference and Lessor shall have no obligation to compensate Lessee for lost production resulting from such elimination of an interference. IN WITNESS WHEREOF, this instrument is executed as of the date first above written. LESSOR CHEVRON U.S.A. INC. TAX I.D. 25-0527925 By: Social Security or Tax Number Its: Attomey-in-Fact STATE OF TEXAS COUNTY OF HARRIS LESSEE PETROLEUM DEVELOPMENT CORPORATION By: lis: The foregoing instrument was acknowledged before me this -day of W} /a , 2003 by O. F. Baldwin II as Attorney -in -Fact for Chevron U.S,A. Inc. My Commission Expires: q'$1-6 ►� 144_4- ,, '61 Notary Public STATE OF wE 'r VIRGINIA ) COUNTY OF BISON ) a•i inkrawr. i � aa.i�v =�iC rosis:•� zse The foregoing instrument was acknowledged before me this 21st day of February _, 2003 by Therms E. Riley as VP Marketing of Petroleum Development Corporation. ssigg Expires: J e 2, 2009 Ri.t/f a A. Clark PDC Lcase- New Lease #3.doc Notary Pub -4- Notary PuirA 85%41 1/10We P'i0022F MpnSte@ Sox21d 9ridg4pOrt, WV 28330 My commtsebn expires June 2, 2002 2484003 11111111111 1 111111111111111111 1111111111111111111111111 6 823088 69a1tF .25 0 0.00 GARFIEI.D COUNTY CO of8 R 46 EXHIBIT A OIL AND GAS LEASE (LEASE 03) Between Chevron U.S.A. Inc. and Petroleum Development Corporation Dated November 15, 2002 830150 — EATON BASIC AGMT NO. 10 & 11 FES T6S. R97W, 6th P.M. Midland #6 Section 13: NE/4; Midland #7 Section 13; SE/4; Midland #8 Section 13: SW/4; and Midland #9 Section 13: NW/4; containing 640 acres, more or less. 830210 -- EATON BASIC AGMT NO, 9 FEE T6S. R97W, Community #2: W/2 E/2 of Section 12; containing 160 acres, more or less. 116700 — EATON BASIC AGM'ENO.8 (PRATT 11 & 121 FEE The Pratt No. 11 Placer Mining Claim comprising the NWI4, and the Pratt No. 12 Placer Mining Claim comprising the NE14, all in Section 11, T6S, R97W of the 6c` P.M.; containing 320 acres more or less. 830320 — C. 11. DARROW FEE T6S, R97W, 6s' P.M, Eureka Placer Mining Claim No. 21-2 Eureka Placer Mining Claim No. 21-3 Eureka Placer Mining Claim No. 22-4 Eureka Placer Mining Claim No. 22-3 Oklahoma Placer Mining Claim No. 6 Naomi Placer Mining Claim No. 2 Naomi Placer Mining Claim No. 3 Naomi Placer Mining Claim No. 5 containing 1,400 acres, more or less. Section 21: NW/4; Section 21: SWi4; Section 22: SE/4; Section 22: SW/4; Section 21: NE/4; Section 28: NE/4 NW4, S/2 NW/4; Section 28: NE/4; and Section 21; SE/4; 910370 — EATON BASIC AGMT NO. 8 (PRATT 7 & 81 FEE T6S, R97W,.§' P.M. Pratt No. 7 Claim, embracing Section 11: SE/4; and Pratt No. 8 Claim, embracing Section 11: SW/4; containing 320 acres, more or less. 910390 — EATON BASIC AGMT NO 7 FEE T6S, R97W of' the 6'" P.M. The Gem No. 1 Placer Claim, being the SE./4 of Section 1; the Gem No. 2 Placer Claim, being the SW/4 of Section 1; and the Community. No. 1 Placer Claim, being the E/2 of the E/2 of Section 12; Plus T6S, R97W of the 6th P.M. The Gem No. 3 Placer Claim, being the SE/4 of Sec. 2; The Gem No. 4 Placer Claim, being the SW/4 of Section. 2; The Gem No. 5 Placer Claim, being Lots 9, 10,15 and 16, Section 2; The Gem No. 6 Placer Claim, being Lots 11, 12,13 and 14 Section 2; The Gem No. 7 PIacer Clairn, being Lots 9, 10,15 and 16 in Section 1; The Gem No. 8 Placer Claim, being Lots 11,12,13 and 14, Section 1; PDCLease- NcwLose f3.doc 2118/2003 -5- 111111111111111111Illi11111111111111111 II! 11111/III1111 5 of 9 R 38.29 D 0.00 GARFIELD COUNTY CO The Gem No. 9 Placer Claim, being the south 40 acres of each of the Lots 5, 6, 7 and 8 (said 40 acre tracts being now re -platted and numbered as Lots 21, 22, 23 and 24) in Section 1; and The Dem No. 10 Placer Claim being the south 40 acres of each of the Lots 5, 6, 7 and 8 (said 40 acre tracts being now re -platted and numbered as Lots 21, 22, 23 and 24) in Section 2. containing a total of 1760 acres, more or less. 910400 — R. L. EATON AGMT NO 3 FEE T6S. R97W. 6th P.M. Champion No. 5 Placer Mining Claim, embracing Lots 19 and 20 in Section 1, containing 36.04 acres, mare or less, 830310 — D.D. POTTER #11 FEE T6S, E97W.,6th F.M. Lots 1, 2, 3, and 4 in Section 33; and Lots 3 and 4 in Section 34; containing 329.38 acres, more or less. 830300 — D.D. POTTER #7 FEE T6S, R97W. 6th P.M. Denver No. 111 Placer Mining Claim, being SE/4 of Section 28; and Denver No. 112 Placer Mining Claim, being SW/4 of Section 28; comprising 320 acres, more or leas. 830290 -- D.D. POTTER #5 FEE T6S. R97W. 6th P.M. NW/4 NW/4 of Section 28; comprising 40.00 acres, more or less. END OF EXHIBIT A PDC Lease - New Lease N3,dac -6- 2/18/2003 When recorded return to: Bliribe. h A. Shure, Esq. HOLLAND & HART. LLP P.O. Box 8749 Denver, CO 80201 11111111111 11111111111111111111111111 ll! 11111 Il l 11111 711256 11/15/2005 03:44P61663 P981 M ALSDORF 1 of 3 R 16.50 D 121.48 GARFIELD COMP. CO SPECIAL WARRANTY DEED THIS DEED, made this 13tiltayof November, 2006, between Thomas F. Latham of the County of Mesa, State of Colorado, grantor and Berry Petroleum Company, a Delaware corporation whose legal address is 95017th Street, Suite 2400, Denver, Colorado 80202, of the City and County of Denver, State of Colorado, grantee: WITNESSETH, That the grantor, for end in consideration of the sum of One Million Two Hundred Fourteen Thousand Seven Hundred Eighty Dollars ($1,214,780.00), the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, cold and conveyed, and by these presents does grant, bargain, sell, convey and confirm unto the grantee, its successors and assigns forever, all the real property, together with improvements, if any, situate, lying and being in the County of Garfield, State of Colorado. described as follows: All of the interest of the grantor, being an undivided one•half interest, in and to the real property described on Exhibit A, attached hereto and by this reference, made a part hereof also known by street and number as: vacant land TOGETHER with all and singular the hereditaments and appurtenances thereto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof; and all the estate, right, title, interest, claim and demand whatsoever of the grantor, either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances, SUBJECT TO the Permitted Exceptions set forth on Exhibit B, attached hereto and by that reference made a part hereof; TO HAVE AND TO HOLD the said premises above bargained and described with the appurtenatues, unto the grantee, its successors and assigns forever. The grantor, for himself, his heirs and personal representatives or auccessors, does covenant and agree that he shall and will WARRANT ANI) FOREVER DEFEND the above -bargained premises in the quiet and peaceable possession of the grantee, its successors and assigns, against all and everyperson or persons claiming the whole or any part thereof, by, through or under the grantor. RESERVING unto grantor a non-exclusive easement over and across those existing two - track roads crossing the following lands: Section 29: SW' SE'h, S81/4SE%.; Section 32: NE'fiNE%; and Section 33: N W'iSW i, SW'Y S W'/t; all in Township 5 South. Range 96 Weal of the 6. P.M., County of Garfield, State of Colorado; for purposes of ingress and egress to the adjacent property currently owned by grantor which is described as: Section 1: Lots9 and 16; and Section 2: Lots 11, 12,13, 14 and N VISE'!,; all in Township 6 South, Range 97 West of the 6a P.M , County o f Garfield, State of Colorado (the "Retained Property"); in connection with the residential, ranching, or recreational use of the Retained Property by the owner thereof. Grantee shall have the right to relocate the access road used by grantor at any time, so long as the relocated access road provides reasonably equivalent access to the Retained Property, IN WITNESS WHEREOF, the grantor has executed this deed on the date set forth above. STATE OF COLORADO )65. COUNTY OF GARFIELD Thomas F. Latham The foregoing instrument was acknowledged before me on this day of November, 2006, by Thomas F, Latham `aL" �"A;� hand and official sea)1 -�� .{ t(�tx�}r`e �' irea: a��`ti k �p1 ti TA Y;' ';;i.ii .. . E OF COLE j;,t, t ' ' My Comm/ask/1iExpl 7i20 ' y 1 111111 11111 111110 11111 11111 1111 1111111 ill 11111 1111 101 711206 11/15/2006 03:44P 61863 P982 11 ALSDORF 2 of 3 R 18.00 D 121.48 GARFIELD COUNTY CO EXHIBIT "A" Parcel 1 Township 5 South, Range 96 West of the 6th P.M. Section 29: S12 SY2 (160 acres] Section 32: NE'/ NE% NW'/, N% SW%, SE% SW%, W% NE%, [400 acres] (part of) Tax Parcel No. 213532100009 [560 acres more or less] Parcel 2 Township 5 South. Range 96 West of the 6th P.M. Section 32: SE%a Section 33: SW'/ (remaining part of) Tax Parcel No. 213532100009 [320 acres] Parcel 3 Township 6 South, Range 97 West of the 6'h P.M. Section 1: Lots 10,11, 12, 15, 17, 18, 19, 22, 23 and 24 (part of) Tax Parcel No, 216901100001 [334.78 acres more or less] all in the County of Garfield, Colorado, 11111111111111111111111/1111111 111111111111111 1111111 711208 11/15/2008 03:44P 81883 P983 11 ALSDORF 3 of 3 R 18.00 D 121.48 GARFIELD COUNTY CO Exhibit 13 1. Rights or claims of parties in possession not shown by the public records. 2. Basements, or claims of easements, not shown by the public records. 3, Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts, which a correct survey and inspection of the premises would disclose, and which are not shown by the public records, 4. This paragraph intentionally deleted. 5. This paragraph intentionally deleted. 6. Taxes and assessments for 2006 and subsequent years, a lien not yet due or payable. 7, This paragraph intentionally deleted. 8. Any and all water rights, claims, or title to water, whether or not the matters excepted are shown by the public record. 9. Right of way for ditches or canals constructed by the authority of the United States, as reserved in United States Patent recorded January 16, 1925 in Book 112 at Page 424 and reservation of all oil and gas, together with the right to prospect for, mine and remo' c the same pursuant to the provisions and limitations of the Act of July 17, 1914 in said Patent, and any and all interests thcrcin or assignments thereof. 10, Right of way for ditches or canals constructed by the authority of the United States, as reserved in United States Patent recorded May 14, 1940 in Book 194 at Page 615 and reservation of all coal and other minerals, together with the rigbt to prospect for, mine and remove the samo pursuant to the provisions and limitations of the Act of December 29, 1916 in said Patent, and any and all interests therein or assignments thereof. 11. Right of way for ditches or canals constructed by the authority of the United States, as reserved in United States Patent recorded January 28, 1943 in Book 208 at Page 138 and reservation of all coal and other minerals, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29. 1916 in said Patent, and any and alt interests therein or assignments thereof, 12. Reservations, conditions and stipulations contained in United Slates Patent No. 1431391 recorded April 10, 1951 in Book 257 at Pep 543 including, but not limited to the following: • That the grant hereby made is restricted in its exterior limits to the boundaries of the said mining premises, and to any veins or lodes of quartz or other rock in place bearing gold, silver, cinnabar, lead, tin, copper and other valuable deposits which may have been discovered within said lim its subsequent to and which were not known to exist on July 12, 1949, That should any vein or [ode of quartz or other rock in place bearing gold, silver, cinnabar, Icad, tin, copper or other valuable deposits, be claimed or known to exist within the above- described premises at said last-named dated, the same is expressly excepted and excluded from these presents. • Right of way for ditches or canals constructed by the authority of the United States. 13. Reservation of ail minerals, together with the right to prospect for, m ine and remove the same as reserved by Redd Ranches in Warranty Deed recorded December 20, 1963 in Book 355 at Page 5, and any and all interests therein or assignments thereof. 14. Conveyance to Ruth Latham of an undivided one-half interest in and to all m incrals owned by Latham Ranches in Warranty Deed recorded August 20, 1987 in Book 719 at Page 510, and any and all interests therein or assignments thereof. i 5. Leek of a right of access to and from the subject property, 11111111111111111111111311 110 1111111 111 11111 111111I l 711207 11/15/2006 03.46P 81863 P984 11 ALSDORF 1 of 3 R 16.00 0 121.48 GARFIELD COUNTY CO When recorded return to: EiizebethA. Stance, N. HOLLAND & HART, LLP P. O. Box 8749 Denver. CO 80201 PERSONAL REPRESENTATIVE'S DEED THIS DEED is dated November �, 2006, and is made between Kareo Lee Latham and Ginger Latham, as Co -Personal Representatives of the estate of Charles Harvey Letham, deceased, "Grantor" and Berry Petroleum Company, a Delaware corporation, "Grantee," whose legal address is 950 lr Street, Suite 2400, Denver, Colorado 80202, of the City and County of Denver, Slate of Colorado. WHEREAS, the decedent died on April 16, 2004 and Grantor was duly appointed Co - Personal Representatives of said estate by the District Court in and for the County of Mesa, Sato of Colorado, Probate No. 04 PR 116, on the date of April 28, 2004, and is now qualified and acting in said capacity; NOW THEREFORE, pursuant to the powers conferred upon Grantor by the Colorado Probate Cade, Grantor does hereby sell and convey unto Grantee, for and in consideration of One Million Two Hundred Fourteen Thousand Seven Hundred Eighty Dollars ($1,214,780.00), the following described real property situate in the County of Garfield, State of Colorado: All of the interest of the Grantor, being an undivided one-half interest in and to the real property described on Exhibit A, attached hereto and by this reference made a part hereof also known by street address as: vacant land and assessor's schedule or parcel number: See Exhibit A, attached hereto and by this reference made apart hereof With all appurtenances, SlUILJECT TO the Permitted Exceptions set forth on Exhibit 13, attached hereto and by that reference made a part hereof RESERVING unto Cntrntor a non-exclusive easement over and across those existing two - track roads crossing the following lands: Section 29: SW%,SE%, SE'/4SE%; Section 32: NE%,NE%.; and Section 33: NW',SWyy, SWhSW'/4; all in Township 5 South, Range 96 West of the 6`h P.M,. County of Garfield, State of Colorado; for purposes of ingress and egress to the adjacent property currently owned by Grantor which is described as: Section I: Lots 9 and 16; and Section 2: Lots 11, 12, 13. 14 and N' SES; all in Township 6 South, Range 97 West of the 6'h P.M., County of Garfield, Slate ofCoiorado (the' Retained Property"); in connection with the residential, ranching, or recreations] use of the Retained Property by the owner thereof Grantee shalt have the right to relocate the access road used by Grantor at any time, so long as the relocated access toad provides reasonably equivalent access to the Retained property, above. IN WITNESS WHEREOF, the Grantor has executed this deed on the date set forth Grantor: Co -Persona] Representatives of the estate of Charles Harvey Latham, Deceased Karen Lee Latham _> e2..) STATE OF COLORADO ) COUNTY OF GARFIELI} ss. OE.1411 , R 0 0 ''''-j NOTARY I UR&i C The foregoing instrument was acknowledged before me this 3TAT�' OF e' p� �'h 2006, by Karen Lee Latham and Ginger La J day of le estate plgiq' �"`' Charles Harve Leash $ 1 as Co -Personal Representatives of [heestate of c:~ Y am, Deceased. WITNESS my hand and official seal. r My mission expires: - ..`_... -. Not lb. 0:11n1 r la \:-140 111111111111111111111111111111111111111011111111111111 711207 11/15/2006 03:46P 81863 P985 N ALSDORF 2 of 3 R 16.00 D 121.48 GARFIELD COUNTY CO EXHIBIT "A" Parcel 1 Township 5 South, Range 96 West of the 6'" P.M. Section 29: S'/2 S%2 [160 acres] Section 32: NE'/4 NE'/a, NW'/, N1/4 SW'/a, SE'/ SW'/4, W%2 NE'/a, [400 acres] (part of) Tax Parcel No. 213532100009 [560 acres more or less] Parcel 2 Township 5 South, Range 96 West of the 6'h P.M. Section 32: SE'/4 Section 33: SW1/4 (remaining part of) Tax Parcel No. 213532100009 [320 acres] Parcel 3 Township 6 South, Range 97 West of the 61h P.M. Section 1: Lots 10,11, 12, 15, 17, 18, 19, 22, 23 and 24 (part of) Tax Parcel No. 216901100001 [334.78 acres more or less] all in the County of Garfield, Colorado, 1111111 11111 II11I1111111111! 1111 I1IIII1 ilI 1111111111111 711207 11/15/2006 0306P 81863 P986 11ALSDORF 3 of 3 R 16.00 D 121.40 GARFIELD COUNTY CO Exhibit B 1, Rights or claims of parties in possession not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts, which a correct survey and inspection ofthe premises would disclose, and which are not shown by the public records. 4. This paragraph intentionally deleted. 5. This paragraph intentionally deleted. 6. Taxes and assessments for 2006 and subsequent years, a lien not yet due or payable. 7. This paragraph intentionally deleted. 8. Any and all water rights, claims, or title to water, whether or not the matters excepted are shown by the public record. 9. Right ofway for ditches or canals constructed by the authority of the United States, as reserved in United States Patent recorded January 16,1925 In Book 112 at Page 424 and reservation of all oil and gas, together with the right to prospect for, mine and remove the same pursuant to the provisions end limitations of the Act of July 17, 1914 in said Patent, and any and all interests therein or assignments thereof. 10. Right of way for ditches or canals constructed bythe authority of the United States, as reserved in United States Patent recorded May 14, 1940 in Book 194 at Page 615 and reservation of all coal and other minerals, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations attic Act of December 29, 1916 in said Patent, and any and all interests therein or assignments thereof. I I . Right of way for ditches or canals constructed by the authority of the United States, as reserved in United States Patent recorded January 28, 1943 in Book 208 at Page 138 and reservation of all coal and other minerals, together with the right to prospect for, mine and remove dm same pursuant to the provisions and limitations of the Act of December 29, 1 916 in said Patent, and any and all interests therein or assignments thereof. 12. Reservations, conditions and stipulations contained in United States Patent No. 1431391 recorded April 10, 1931 in Book 257 at Page 543 including, but not limited to the following: • That the grant hereby made is restricted in its exterior limits to the boundaries of the said mining premises, and to any veins or lodes of quartz or other rock in place bearing gold, silver, cinnabar, lead, tin, copper and other valuable deposits which may have been discovered within said limits subsequent to and which wero not known to exist on July 12, 1949, • That should any vein or lode of quartz or other rock in place bearing gold, silver, cinnabar, lead, tin, copper or other valuable deposits, be claimed or known to exist within the above- described promises at said last-named dated, the same is expressly excepted and excluded from these presents. • Right of way for ditches or canals constructed by the authority of the United Slates. 13. Reservation of all minerals, together with the right to prospect for, mine and remove the same as reserved by Redd Ranches in Warranty Deed recorded December 20, 1963 in Book 355 al Page 5, and any and all interests therein or assignments thereof. 14. Conveyance to Ruth Latham of an undivided one-half interest in and to all minerals owned by Latham Ranches in Warranty Deed recorded August 20, 1987 in Book 719 at Page 510, and any and all interests therein or assignments thereof. 15, Lack of a righ I of access to and from the subject property. 111111 Kra IrIN'UI `111! I i'111111 Reccptien#: 715970 01/25/2007 03:45;52 PM 8:1888 P:0524 Jean Alberico 1 of 5 Roo FQe:426.00 Doe Fee:0,00 GARFIELD COUNTY CO MEMORANDUM OF GAS GATHERING AGREEMENT THIS MEMORANDUM OF GAS GATHERING AGREEMENT (this "Memorandum") is made and entered into as of December 28, 2006 (the "Effective Date"), by and between PICEANCE CREEK PIPELINE, LLC, a Delaware limited liability company ("Gatherer"), with an address of 1100 Louisiana, Houston, Texas 7002, and ENCANA OIL & GAS (USA) INC., a Delaware corporation ("Shipper"), with an address of 370 I7t Street, Suite 1700, Denver, Colorado 80202. WHEREAS, Shipper and Gatherer entered into that certain Gas Gathering Agreement dated December 28, 2006 (the "Agreement"), pursuant to which Gatherer will provide to Shipper Gathering 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 and Rio Blanco Counties, 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 are summarized in Sections 2 through 6 below. 2. Term. The term of the Agreement shall commence on December 28, 2006, and 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 and has agreed to deliver, or cause to be delivered, to Gatherer, at the Receipt Points, all of the Dedicated Gas, which includes; (a) all of Shipper's Gas produced from all Dedicated Wells located within the Dedicated Area more particularly described on Exhibit A attached hereto, subject to prior dedications and commitments and the limitations specified in the Agreement; (b) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated June 7, 2006, as amended from time to time, by and between Berry Petroleum Company, as "Shipper," and Shipper, as "Gatherer," which covers Sections I- 36 of Township 5 South, Range 94 West; Sections 1-36 of Township 5 South, Range 95 West; Sections 1-36 of Township 6 South, Range 95 West; and Sections I -4, 9-16, 21-28, and 33-36 of Township 6 South, Range 96 West, all located in Garfield County, Colorado; (c) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated August 24, 2006, as amended from time to time, by and between ConocoPhillips Company, as "Shipper," and Shipper, as "Gatherer," which covers parts of Sections 21, 22, 23, 27, 28, 29, 30, 31, 32, 33, 34, 35 and 36 of Township 4 South, HOUSTON: 022384.00036: ! I34552v1 I ScreA a 1 • 111 141.11CMClif Mil 11111 Receptlen#: 715970 0152Fe4$62 QMee02GIE10TY2of5Rec e2.DDoc Fee;0.0RRFL60R CO Range 96 West; parts of Sections 25 and 36 of Township 4 South, Range 97 West; parts of Sections 2, 3, 4, 5, 6, 7, 8, 9, 16, 17, 18, 21, 27, 28, 33, 34, and 35 of Township 5 South, Range 96 West, all located in Garfield County, Colorado; (d) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated November 7, 2006, as amended from time to time, by and between Orion Energy Partners, L.P., as "Shipper," and Shipper, as "Gatherer," which covers the S/2SE/4, SE/4SW/4 of Section 7; S/2, E/2NE/4 of Section 8; W/2W/2, SE/4SW/4 of Section 9; W/2, S/2SE/4 of Section 16; all of Section 17; Lot 4, E/2SW/4, SE/4NW/4, E/2 of Section 18 of Township 6 South, Range 91 West, all located in Garfield County, Colorado; and (e) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated June 29, 2006, as amended from time to time, by and between Berry Petroleum Company, as "Shipper," and Shipper, as "Gatherer," which covers portions of Sections 19, 20, 29, 30, 31, 32, 33, 35 and 36 of Township 5 South, Range 96 West; portions of Sections 5, 6 and 18 of Township 6 South, Range 96 West; and portions of Sections 1, 2, 11, 12, 13, 14, 21, 22, 28, 33 and 34 of Township 6 South, Range 97 West, all located in Garfield County, Colorado, subject to the potential release of 320 acres. 4. Covenant Running with the Land, So long as the Agreement is in 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 and its successors and assigns. 5. Gatherer Right of First Refusal. Subject to the terms and conditions of the Agreement, Shipper has granted to Gatherer a right of first refusal (the "Gatherer First Look") at the time of any proposed Transfer of all or any portion of two (2) parallel, twelve inch (12") diameter, approximately 44 -mile -long pipelines currently owned by Shipper and that extend from the area known as the White River Resource area southwest of Meeker, Colorado, located in Section 19, Township 1 South, Range 97 West, Rio Blanco County, Colorado, to northwest of Parachute, Colorado, located in Section 34, Township 6 South, Range 96 West, Garfield County, Colorado (collectively, the "American Soda Pipelines"), to purchase such American Soda Pipelines as are offered for Transfer by Shipper. 6. Shipper Right of First Refusal, Subject to the terms and conditions of the Agreement, Gatherer has granted to Shipper a right of first refusal (the "Shipper First Look") at the time of any proposed Transfer of all or any portion of that certain 36 -inch diameter, approximately 48 -mile natural gas gathering pipeline, known as the Piceance Creek Gathering System, located in Garfield and Rio Blanco Counties, Colorado (the "Piceance Creek Gathering System"), to purchase such portion of the Piceance Creek Gathering System as is offered for Transfer by Gatherer. 7. No Amendment to Agreement. This Memorandum is executed and recorded solely for the purpose of giving notice and shall not amend nor modify the Agreement in any way, [Signature Pages Follow] HOUSTON: 022384.00036: 1 134552v11 •/ VIII 11111 ReeepU onk : 715970 01125/2007 03:45:52 PM 9:1858 P:0528 Jean RIberloo 3 of 5 Rec Fee:528.00 Doc Fea;0,00 GARFIELD COUNTY CO IN WITNESS WHEREOF, this Memorandum has been signed by or an behalf of each of the Parties as of the day first above written. ENCANA 0 (USA) INC. By: Name: eit_r1 PC - V C a.1 f t Title: U If Q ?✓.e e, -t r STATE OF l _D6'0L Ot,C) COUNTY OFtf( sr` The foregoing instrument was acknowledged before me by -LAVA CPu .Yr,/Jj , the ` .Jt Ce tri d it of EnCana Oil & Gas (USA) Inc., a Delaware corporation, on behalf of said corporation this C 2' day of Det.. , 200b. ROLENASCHM111 Puble State C lorado HOUSTON: 022384.00036: 1134552v I 044 Public in 4j or the State of Colorado 00lli" N 5C1/ A 4047 (i�: . C 1:Y I, ,,. 1111K 11 11 1 RecepLton31: 715970 0112512007 03:45:52 PM 8:1888 P:0527 Joan Alberico 4 of 6 Rec Fee:S26.00 Doc Fee:0.0D GARFIELD COUNTY CO STATE OF1-,e3/AJ COUNTY OF PICEANCE CREEK PIPELINE, LLC By: Enterprise Gas Processing, LLC, its sole member By: Name: A. : Title: f1 ecii 4e04 V M-Jje(447--- The foregoing nstrument'was acknowledged before me by lI }1 Q L , the FJCai v( �iC/ r of Enterprise Gas Processing, LLC, a Delaware rnited liability company, as sole member of Piceance Creek Pipel' - LLC, a lava a l�'m ited liability company, on behalf of said limited liability company this day of CI) ,/006. N nary Pbite in and for the State of Texas AFTER RECORDING RETURN TO: Carolyn P. Varela Locke Liddell & Sapp LLP 3500 JPMorgan Chase Tower, 600 Travis Houston, TX 77002 HOUSTON: 022384.00036: 1134552v 11 11111En Mk libl VNLICIATIVC R411111 Reaep{Ion#; 715970 01/2512001 03:45:52 PM 5;4855 P:0528 Jean Alberto* 5 of 5 Rec Fee:526.0 Doc Fee:0.00 GARFIELD COUNTY CO II?;alf':)af LU :. ...- I •T 8bfaIW 4N1C W :wt{irw 1 I., �I♦f9Q1! 8. fee 12 3. dad Nf9A • 4.141.1 10 wwwwl- ;VA if MA! alliiw i '105fri _ z 4W Tw• ',WNW •-'.NMNe eriaw.. €aWu w 111M 4Y ..1=3=1=11i=1" KZESEMi 1a 581;r112:31: :SCA= OI 4110:,1: Hilitil ■ Jii mum mrilmw1■111 f A. .�1' 119.UMl. 2210121=11=11-21,1=122115MAM3 analfiellNo 1 s-!1.11: Peierir IJ1•r' :1;1 1- ?o lm rfN1s 108 • 4 . ., i•4 IP czu =co 8■ f 81111 �If:��M1■1.�r':di�i��- , ■ as E�i i".�■- l ;C la itis l ' ' L. iiii� is Qr■iQ■+. aYiw'iiQs �i�■� h� + ■■�� '� 'Q i! I 746W -17P2i0K■1144■ ir - 704 • iQ■ . LIZ:1111=4:=11=Micamegyiniiiii:=11.A 1 ammtvh7-14 1:1 189W 88111,1:a9Hws rsalw ss9ew MOW ,�T•'�, asraa+v rAt W 08Ww a899W 98NW . calm .892W ■11i M 416 irllitli"I.ZU- gliat ■1!l i■ _AMU IiillYL li_ L uplimo e ■iL■4r+ 1.121Iliffrri.r.81 WW(mire. illiiM IFL■ Iie■f8■■ ■ ■M■ ■ 1w I a 1 .0 i■u!!■RI etimi l ■ 4>Ir ■ .ri► ll- "ill ficcati Wil OM 1 ■■}■ �■ul■■■■■■■ll■1■ MW rarmowmimmoug-- miassommOmmattl ummmammirmwmmans sr■1 }■ ■ {1■■■N!■■a!■■!■ll ■ MlU1i C Aa�t<11RrM■�1r!1■>rttl ak ' IUUI !!!!=li■a !? 11 W roam ill 9.1W rr 2121W 178 far W 118 121 W 192 :mow 13.8 W 1221W1W i ra8912W 141W us raw I Fill r9a9�w 98 #2W •tra= 0;E:ii 11111 3 it 81 W rY. rffiiP�w:Mw■ 1)11.0y.,tl1 8I@Gala{ arawn �m l.. ter DEDICATED AREA EXHIBIT A -�W 1111 FL 11 liklaMilt ilimillIWINKIKR111111E Receptiontt: 753222 07/2912009 01:62:32 PM lean R1berSco 1 of 9 Roo Fes:641.00 Doo Fee:O.0D GARFIELD COUNTY CO MEMORANDUM OF FIRST AMENDED AND RESTATED GAS GATHERING AGREEMENT THIS MEMORANDUM OF FIRST AMENDED AND RESTATTD GAS GATHERING AGREEMENT (this "Memorandum") is made and entered into this if ' day of July, 2008, but effective as of December 28, 2006 (the "Effective Date"), by and between ENTERPRISE GAS PROCESSING LLC, a Delaware limited liability company ("Gatherer"), with an address of 1100 Louisiana, Houston, Texas 77002, and ENCANA OIL & GAS (USA) INC., a Delaware corporation ("Shipp_er"), with an address of 370 17th Street, Suite 1700, Denver, Colorado 80202. WHEREAS, Shipper and Gatherer entered into that certain Gas Gathering Agreement dated December 28, 2006 (the "Original Agreement"), pursuant to which Gatherer provides to Shipper Gathering for the Dedicated Gas and Shipper IT Gas; and WHEREAS, Shipper and Gatherer entered into that certain First Amended and Restated Gas Gathering Agreement dated July 21, 2008, but effective as of December 28, 2006 (the "Agreement"), pursuant to which (i) the Original Agreement was amended and restated in its entirety and replaced and superseded by the Agreement; and (ii) Gatherer will provide to Shipper Gathering for the Dedicated Gas and Shipper 1T 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 Delta, Garfield, Gunnison, Mesa, Moffat, Pitkin and Rio Blanco Counties, 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: I. 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 are summarized in Sections 2 through 6 below. 2. Term. The term of the Agreement shall commence on December 28, 2006, and 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 and has agreed to deliver, or cause to be delivered, to Gatherer, at the Receipt Points, certain Gas, produced from the Dedicated Area (being more particularly described on Exhibit A attached hereto), including, without limitation, the following: (a) Gas produced from Dedicated Wells which is attributable to the Interests in such Dedicated Wells which are owned by EnCana and/or its Affiliates and their respective successors and assigns, subject to prior dedications and commitments and the limitations specified in the Agreement; HOU:0022384l0000i:1340431v1 1111RIVINANICPCIM1MCK116 11111 Receptionll: 793222 07!2912008 01:52:32 Piz Jean Rlherioo 2 of 8 Roo Fev:i41.00 Dao Fee;0.08 GRRFIELD COUNTY CO (b) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated June 7, 2006, as amended from time to time, by and between Berry Petroleum Company, as "Shipper," and Shipper, as "Gatherer," which covers Sections 1-36 of Township 5 South, Range 94 West; Sections 1-36 of Township 5 South, Range 95 West; Sections 1-36 of Township 6 South, Range 95 West; and Sections 1-4, 9-16, 21-28, and 33-36 of Township 6 South, Range 96 West, all located in Garfield County, Colorado; (c) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated August 24, 2006, as amended from time to time, by and between ConocoPhillips Company, as "Shipper," and Shipper, as "Gatherer," which covers parts of Sections 21, 22, 23, 27, 28, 29, 30, 31, 32, 33, 34, 35 and 36 of Township 4 South, Range 96 West; parts of Sections 25 and 36 of Township 4 South, Range 97 West; parts of Sections 2, 3, 4, 5, 6, 7, 8, 9, 16, 17, 18, 21, 27, 28, 33, 34, and 35 of Township 5 South, Range 96 West, all located in Garfield County, Colorado; (d) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated November 7, 2006, as amended from time to time, by and between Orion Energy Partners, L.P., as "Shipper," and Shipper, as "Gatherer," which covers the S/2SE/4, SP/4SW/4 of Section 7; 512, L/2NE/4 of Section 8; W/2W/2, SE/4SW/4 of Section 9; W/2, S/2SSF14 of Section 16; all of Section 17; Lot 4, E/2SW/4, SE/4NW/4, E12 of Section 18 of Township 6 South, Range 91 West, all located in Garfield County, Colorado; (e) Gas delivered to EnCana under the terms of that certain Gas Gathering Agreement dated February 1, 2007, as amended from time to time, to be entered into by and between West Hawk Energy (USA) LLC, as "Shipper," and EnCana, as "Gatherer," which covers Sections 10, 11, 12, 13, 14, 15, 23 and 24 of Township 4 South, Range 99 West, all located in Garfield and Rio Blanco Counties, Colorado; and (ta Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated June 29, 2006, as amended from time to time, by and between Berry Petroleum Company, as "Shipper," and Shipper, as "Gatherer," which covers portions of Sections 19, 20, 29, 30, 31, 32, 33, 35 and 36 of Township 5 South, Range•96 West; portions of Sections 5, 6 and 18 of Township 6 South, Range 96 West; and portions of Sections 1, 2, 11, 12, 13, 14, 21, 22, 28, 33 and 34 of Township 6 South, Range 97 West, all located in Garfield County, Colorado, subject to the potential release of 320 acres. 4 Covenant Running with the Land. So long as the Agreement is in 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 and its successors and assigns. H0U;0022354/0000511340431 v1 1 1 •1 1( 4 11,Y711r■ 11 VI Rsarptlontl: 753222 0712912008 01:62;32 PM Joan Alberico 3 of 9 Rao Fla:$41.00 Doc Fai:a.00 GARFIELD COUNTY CO 5 Gatherer Right of First Refusal. Subject to the terms and conditions of the Agreement, Shipper has granted to Gatherer a right of first refusal at the time of any proposed Transfer of all or any portion of two (2) parallel, twelve inch (12") diameter, approximately 44 -mile -long pipelines currently owned by Shipper and that extend from the area known as the White River Resource area southwest of Meeker, Colorado, located in Section 19, Township 1 South, Range 97 West, Rio Blanco County, Colorado, to northwest of Parachute, Colorado, located in Section 34, Township 6 South, Range 96 West, Garfield County, Colorado (collectively, the "American Soda Pipelines"), to purchase such American Soda Pipelines as are offered for Transfer by Shipper. 6 Shipper Right of First Refusal. Subject to the terms and conditions of the Agreement, Gatherer has granted to Shipper a right of fust refusal at the time of any proposed Transfer of alI or any portion of (i) that certain 36 -inch diameter, approximately 48 -mile natural gas gathering pipeline, known as the Piceance Creek Gathering System (as defined in the Agreement), located in Garfield and Rio Blanco Counties, Colorado, (ii) that certain twenty-four inch (24") diameter, approximately twenty-six (26) mile natural gas gathering pipeline, known as the Great Divide Gathering System (as defined in the Agreement), located in Garfield County, Colorado, provided that the Parties consummate the Acquisition, (iii) that certain twenty-four inch (24") diameter, approximately twenty- two (22) mile natural gas gathering pipeline, known as the Collbran Valley Gathering System (as defined in the Agreement), located in Garfield and Mesa Counties, Colorado, provided that Gatherer constructs such system, (iv) if constructed by Gatherer, that certain twenty-four inch (24") diameter, approximately eighteen (18) mile natural gas gathering pipeline, known as the Vega Gathering System (as defined in the Agreement), located in Mesa County, Colorado, provided that Gatherer constructs such system, or (v) any related compression or other equipment that may be installed in the future by Gatherer to Gather Dedicated Gas (collectively, the Gatherer Facilities") to purchase such portion of the Gatherer Facilities as is offered for Transfer by Gatherer. 7. No Amendment to Agreement. This Memorandum is executed and recorded solely for the purpose of giving notice and shall not amend nor modify the Agreement in any way. HOU; 0022384/00005:1340431v1 [Signature Pages Follow] 1 NM 'h' IR71116,P1it¢Iithliii,1411W N WI I >ti' II'i 1III Reception11: 753222 07/29/2008 01:52;82 PM Jean Pfborioa 4 of 8 Rio Fe.:$41.08 Doc Fes:0.00 GAR1tELD COUNTY GO IN WITNESS WHEREOF, this Memorandum has been signed by or on behalf of each of the Parties as of the day fust above written. STATE OF COLORADO CITY AND COUNTY OF DENVER ENCANA OIL & GAS (USA) INC. By: ..t ceil Name:t7en.rk V . PAA.4,Lelki I� Title: V t Prts't k e d § The foregoing instrument was acknowledged before me by Demon V. A,.JGca , the V +c -e— --Pre_ of EnCana Oil & Gas (USA) Inc., a Delaware corporation, on behalf of said corporation this day of July, 2008. No Public in and for the State of Colorado JUDITH B. SISNEROS NOTARY PUBLIC STATE OF COLORADO My commission Expires 03/17/2012 H0U;0022384/000051340431 v I 1 1 111111111!IflIinIiIpingliEVIV1.1111,Hiii 11111 Reoept ionft : 763222 07129!2008 81:52:32 P11 duan Alberto° 5 of B Roo Foe:841.00 Doo Foo:0.00 GRRFIELO COUNTY CO ENTERPRISE GAS PROCESSING, LLC By: Name Title: C ��(� ci�l t STATE OF COLORADO CITY AND COUNTY OF DENVER The foregoing instrument was acknowledged before me by A-4.- t , the Sr- of Enterprise Gas Processing, LLC, a Delaware limited liability company, on behalf of said limited liability company this a.,1 -&-L", day of July, 2008. Attach: Exhibit A - Dedicated Area 140U:0022384/00065;1340431v 1 Public in and for the State of 'e s Co rote -do JUDITH 13. SISNEROS NOTARY PUBLIC STATE OF COLORADO My Commission Expires 03/17/2012 1111'f11117410(141111 141,14117041RIYhl+V,H 11111 Receipt lona : 753222 07!29!2008.01:52:32 PM Joan A14rrico 8 of 9 Roo Fee:941.90 Doc Fee:0,DD GARFIELD COUNTY CO 3NWMw • iA`p'i1J 7>IUw `iM.;tw :a+ 00 W. ?rtlsW ;444. ,3NfQ4W ••3r?fTO$17PmWW•• r7Nia r• -1a�-.tII *•-14!, ....Fg•+ iH+1W . �L -•F1.:"il�la'J4iL., ' , •"tt7f�MM .:i1I .I. . a.i6W E EJ .1. �•� • i,W.�1.... -i i .; .1.1 I-1 r •.1 ..E } d �y4:::txtsW s + K.1�: •ii�rbf+r 1txq. •;flfiy/- • :L` • 9 'iYiltY 11�•7W. i 11-r *tit :11:00FL IA 01142W r84W a•fCOY? 1.211W /SIM W a:taIW. 'MOW 1O117W fO•KW fl■� •sew n {W fl}}Rdt.i� llt7l CFIirWi• M. 1j i 1111111.1018119.1 a1 }r}}}}uu.La. II W de fisow ireseilliiRfili +lir+ Ali irrrrIl ..pT7"• 11 ilirrY}}rrrl•i PT. 11111111110•01411M111. IMIma&MMM 1oi lr■!!r■r 1}I wafwnl '117F IF 'IA w..r r,.r ..raver . .r+■ W�■ torr ..r r 11 081O2W 118 d W 111110/W 11.101W eV 881 9• illf'IW 178f111W (esfiner N?taw tri • i4BUOJW MOM HIHOW is ePwi fps to W • n- . 1011 topr+d f� r•1+ L -� Irxrllq L] Norm DMoqxatudigerm OWN 114.00e, re. Maraca PEW Mews 11111111J1.jj]ti � 4•! _� �f. S. 151. 9s . wY•R M1 •M .71d[}Eii yam■ ao1 -_. ; ri i'4414 :p11ZW :494141- • r WIG ■� : J 7 }dZUPZA 'I 1 SrA•IIIfR} }3l1*1111t;1i 11+aw..k}}rrr+ti}■}1 ■}�}■■rrr}!69■■� 1Thil}■}}r}}118511 !is rrrrr1Iran*1*lilr9 r■n}}}r1nrY}�yi DEDICATED AREA EXHIBIT A i ■111 KC ' I+alli.P11,441, 1Cr lii,Miii 11111 ReceptJon9: 763222 07!29!2808 01:62:32 AM Jean Alberleo 7 o1 8 Ree Fea:$41.00 Doo Fee:D.80 GRRFIELD COUNTY CO T1N RDOW TIN R94W 71N 1192W TIN RD3W TIN R34W TPN RIM 1114 mew TIN RD7W TIN R38W TIN ROW/ TIN R100W T3N R92W T2N RD3W 72N R34W 72N ROW 72N RAW T2N R97W T2N R98W T2N KNOW T2N MOW T314 REM TSN R33W T3N RSIW 13141 ROW 73N R96W 7314197W 7331 NSW 73N RIM T3N R100W 1.36 fors 1- 313 aecCom t - 36 'edam 1.36 sedans 1- 38 aeellons 1- 36 sedans 1- 96 sectlalls 1- 38 factions 1- 36 madam 1- 38 ,sedan 1.38 god= 1.36 mdlana 1- 36 madam 1-36 ands a 1-96 madam I - 98 sedate 1- 38 %edam 1-36 sedges 1- 36 mama 1 - 38 sections 1- 38 sotllons 1-96 sedum 1.36 Seines 1- 38 amctlona 1- 38 sections f - 38 aecllom 1- 38 secjame 1.30 'atom 1.36 Mime 718 ROW/ 1-38 se Woes 718 ROOW 1- 38 w313oes T181191W 1-38 geckos Tib R02W 1.38 sedans T18 ROW 1 -38 sedans 716 R94W 1- 38 *Oslo's Ti8 R96W 1.38 6oc6onp 718 a96w 1- 38 maw; 7181197W 1 •38 incises 718 ROM 1 - 30 mens . 718 RO9W 1 . 35 sections 718 R100W 1- 38 team T2S R88W 1 - 36 merlons T2S BMW 1 - 38 Redone T28 ROW 1-34 sedans 726 R92W 1.38 sed sir 726 R93W I.38 engem 723 R94W 1 - 38 sedlom T28 ROW 1- 38 rodeos 728 MOW 1 .30 sac99m 323 R97W t • 34 wd1 na 77lS R98W 1.36 eecdans 728 ROM 1- 38 secede T2S RIODW 1- 3,10 -15, 22 -27,34 -38 sedan, T313 RUM 1.35 sad= T38 R98W 1 -30 sedans T36R91W 1 -3'8 echo Tis R92W 1 .39 sedans T3S ROW t - 38 sedans T38R94W 1.3615c0008 T38 PAW 1 - 36 Radices T3S RBO W 1 •3g Redone T3S R97W 1.36 sedges T36 R98W 1- 30 s3dms T313 ROW 1- 36 sedan T38 MOW 1 - 3 10-15,22.27, 34 - 38eadUorls T45 11813W 743 ReOW T48 R9IW T48 R92W T48 R93W 746 R94W T4S RIM T48 ROMW T48 RtTW 748 RpsW 748 R9BW TIB R10WU 748 R101W T58 R817W 768 R9OW T68 ROM TSS R92W T5S ROY/ 7136 1134W 753 NSW MS ROM 758 R97W 768 R98W 188 R8BW T68 Ri9QW TSS 8101 W T68 ROM 788 ROW 768 RBI W 738 RB2W 198 P931N 165 R94W T68 R65W TITS ROBW TBS 1197W 788 FUNNY 1138 R99W TOS Maw TBS RIOIW TOS R782W 715 MOW TIS RiOW 178 Refw T78 R92W 778 R93W T76 R94W 173 R96W T78 ROM T76 RO7W TM MOW T78 RO9W T78 RUM T7S RIDI W T7S RIO2W 763 R&9W. Tab R91 W 156 R32W T68 RO3W 788 R84W 788 R9SW 788 ROW 788 RUIN 788 RAW lay R99W 788 R100W 78.611101W T88 RIO2W 1.33 MOM 1-38 80 Qne 1.36 sections 1 •9B sedum 1.38 swipes 1.86 sedlom 1.58 Redone 1.36 wagon 1-38 madam t - 38 mdloras 1.36 sodas i -38 mail='s 1.38 ecc3om 1.86 sedans 1.38 sedans 1-38 amities i-36 sadisms 1-36 secUoas 1- 38 mations I -33 sedans i -36 teaQwri 1-36 sedans i-38 sedan; I.30 sedan 1-38 seam 1.36 sectio f-30 seaBOmi 1.38 sedans 1.38 radios 1-36 sedans 1-38 sedans t -36 'edar,a 1-38 sedans 1-36 sec6 1-36 seams 1- 36 sada& 1- 38 sedans 1- 38 :edam 1-38 mans 1- 38 8eesona 1.38 section 1- 36 sedan' 1-3a incises 1.38 madam 1 - 36 sections 4 - 38 aedlana 1.38 maim 1 - 98 bedlam 3.38 sedan 1-98 milk= 1-315 1ac6ars 1-38 sr:Abu 1.38 eaadone 1-36 spikes 1.38 sedate 1- 98 eemtlau 1-38 sedum 1-38 maim 3 - 36 see0orn 1- 38 sedimne 1.36 makes 1-38 Makes 1.30 mans 1.35 weans 1- 38 mdopa -38 maws 1- 38 sedans Panw7nf1 798 R6BW TOS RB1W T95 RO2W 763 ROM TBD R94W 793 ROW 706 WOW TBS ROM T95 ROM T98 R?9W TBS RIDOW TBSRIDIW T16 R192W 7214 R2W TIOS RBOW T1 05 ROOW T106 ROIW T106 RO2W 7108 Re3W Ti0$ R84W TIOS ROSW 7105 ROBW 7106 MIN 11013 ROW 7106 WNW 7106 AI00W 110311161W 7118 RAM T116 R99W Ills Rom 7118 RO2W 7118 R93W 7118 R94W T11S ROW 7118 R988 T116 R97W T116 ROSW T116 ROW T123 R69 W 7125 RBf1W T125 RBI W T128 R92W T12S RO3W T426 RO4W 7128 ROW 7126 RB8W T128 R97W T128 R99W 1-38 merlons 1.38 seam 1.35 sedans 1.30 seami t - 38 mdfana 1.38 enclose 1.38 lectins 1- 38 80 800a f-38 mcEora 1.38 'edam 1- 35 sacltone 1.15, 22 .27, 34 - 30 sedans 1.14 sedlau 1- 36 seldom 1- 38 motions 1 • 36 aectidn6 1 •38 tadeve 1-36 mr6mne 1.38 sec9ona 1.38 eec9om 1- 38 sedans 1.96 sedate 1-38 maws 1- 38 actor* 1.15, 22 -27, 34 - 38 anion 1 • 12 soaking 1-3,10-12sections 1.99 emcdmm 1-98 eae3ono 1 -38 aeeYmn8 1- 38 .8GU080 1-36 Wens 1- 38 seam 1- 98 modem 1- 36 Wide 1-98 NOM* 1.14,23-29,35-38 1.2,11-12 1-38 sedaae i-38 13000118 1.38 so -Wars 1.33 pentons 1- 38 massa 1.38 eectlonr 1-38 Bedlam 1.36 8etllau 1- 36 "actions 1 4, 11 14, 23•26,35,38wellborn DEDICATED AREA LEGAL DESCRIPTION EXHIBIT A 11111141171M1,t 1il�iPMC 1.11i[41�G+� �S 1111 Reoeptientl- 7532 07118!2008 01:62:32 P17 Jean Alhmrlco 8 o1 0 Rau Fea:$41.30 Doe Fae:0.06 GARFIE-D COUNTY CA TUN $90W TIN R91W TIN R92W 71N 9911W TIN R84W TIN R$8W TIN RO6W 71N 997W TIN R88W T1N R9OW TIN R100W T2N R92W T2N R93W TIN R94W T2N R96W 72N (198W T2N R91W T2N R08W 724 NOW 72N RTOOW TIN R92W 7314 R93W T3N R94W T5N R96W 79N R9OW 79N RO7W 79N R08W 13N ROOW T3N RIOOW 718 ROW TIO ROOW T1$ ROM 718 R92W 718 RO3W T18 R94W T18 R98W T18 R98W Tib RO7W T16 ROM 118 ROOW T1s R100W 1-38 leddune 1- 36 sections 1- 38 *WON 1- 38 e*atioM 1- 96 sedWne 1.33 eedka, 1- 38 sections 1 -38 sections 1-38 sections 1 • 36 sections 1-36 sections 1 -38 sed60n6 1 - 38 see8one 1 • 38 Sections 1 •38 sections 1 -38 sections 1 •38 Sections 1- 38 *Wan 1.36 sections 1-36 sections 1- 36 sections 1-33 eedlons 1-38 sections 1-36 sections 1.38 sector* 1- 3$ eectians 1- 38 eeeticrts 1 - 36 .actions 1- aa eedlene 1- 38 Beaten 1 - 36 sections 1- 30 section 1-36 sections 1-33 sections 1.38 sedans 1 -36 sections i -36 sections 1-36 medlons 1- 36 sections i - 38 sallow 1- 36 eeatione 72$ R89W 1 -38 sections 728 R96W 1- 38 sections 728 MY( 1- 38 sessions 729 RUIN 1-36 sections 726R93W 1-96 *dons 72$1294W i - 36 Isogon' 1281;105W 1- 9d medians 728 ROBW 1- 38 notions Tea R97W 1- 38 sect ons 128 R98W 1- 38 .scions 129 RUOW 1- 38 sections T28 R100W 1- 3,10 -18, 22 - 27.34 - 36 section T38 ROOW 1- 38 Becton T3$ ROOW 1 - 36 .actions T3S ROW 1 - 38 section 139 R92W 1- 36 sections T39 ROW 1- 36 sections 138 R94 W 1- 38 sedans T39 RO5W 1- 38 eec0oos T33 R96W 1- 36 esc6ans T38R97W 1.38 sections T38 R98W 1- 38 sections T33 ROOW 1- 96 medians TM91100W 1-3,10-16,22-27,34-30Notions T49 R80W 1.38 secdmts 748 MOW 1-38 sailors T48 ROM 1.36 eedlons T48 R92W 1- 38 sedbne 148 R99W 1-38 sedkne 749 R94W 1- 36 *otiose T48 R93W 1.36 sectlsns 149 RO6W 1.38 Bedlam 148 R97W 1.38 IeGlane T48 ROM 1- 36 sections T49 R98W 1- 36 taction T49 R100W 1-36 sesame T48 R101W 1-36 'sabre T69 989W 1.38 weans T6S KNOW 1.38 sections T68R91W 1.38 Sedloi 768 R92W 1.38 maces T6S ROSW 1-38 smarm T5S R94W 1- 38 Sections TOS ROW 1-36 sedlaes T68 R06W 1-36 seotmn T68 RO7W 1- 36 eedlans 118 R98W 1- 88 sections T88 ROOW 1- 98 seam T88 R700W 1- 3$ sections T66RI01W 1-36 *elm T88 NNW 1 -38 lection. 188 MOW 1-38 sections T68R01W 1 -36 .Bacon TBS FW2W 1.36 sections 1138 R93W 1- 36 sections 768 R84W 1.98 medics TO8 R88W 1- tie sections TO ROM 1 -38 median TOS RO7W 1- 38 ',Wore T8,6R08W 1 -38 sedlons T68RBOW 1 -38 maim T6SR100W 1 -38 sections 168 R101 W 1.36 ees1kne 168 R102W 1.36 sedbne 778 ROOW 778 RIM 17$ R91W T78 R62W 778 R83W 1781:194W 778 ROM 778 R88W 778 R8TW 778 ROSW T78 ROW 178 KIOOW T7$ R101w 778 R102W 7881181WY T88 ROI W T8S RO2W 111113 RO3W T8$ R84W 188 ROSW 768 NNW 78s RO7W 783 MOW 788 RPM T8S RIOOW TBS RIOIW 18312102W 1-36 sections 1.38 *scum 1-36 wisdom 1-36 sections 1-36 sections 1-38 mama 1- 3s .sales 1- 36 sections 1- 38 sections 1 - 36 eecOene 1- 38 sections 1- 38 sections 1- 38 *dons 1- 38 'actions 1.38 aeo6061 1.36 e,ak ons 1-36 sell= 1-36 sections i • 36 'escorts 1- 38 section 1- 38 sections 1.38 eedkns i - 38 motions 1- 38 swage 1.36 *edam I - se salons 4-36 .,dare 798 11,89W 1.38 cedars 798 ROI W 1- 36 seams 198 R02W 1-38 seabacn 789 R93W 1.38 eaa8one 198 RO4W 1- 58 salons T03 R98W 1.38 sedans T98 90817 1- 38 eec8oni TOS R97W 1.38 esteem 138 R98W 1.36 semens 798 RO9W 1-36'edians 70812100W 1- 36 sedans T8$RIOIW 1-18,22.27,34-36 sections T$SRIO2W 1-14 sedans ' T2N R2W 1- 38 wilco* T10$ R89W 7108 ROW T109 ROW 7108 R92W T10$ ROW 1108 RO4W T1o3 RIM T108 PAW T108 R97W TSO8 R98W T108 MOW T108 MOW T108 MOM T118 R89W T118 ROOW 1118 991W 1118 R92W 11181103W 7118 R94W T118 R96W T11$ R2BW T118 RO7W T118 R98W T116 RSOW T128 R39W T128 ROOW T128 ROIW 7128 ROW T128 RAW 7128 R94W 7128 ROOW 1128 ROSW Tit$ R9IW T128 R96W 1-36 *Ow' 1 36 tedlom 1- 38 sections 1.36 sed0m 1-98 sedlens 1.36 notions 1- 38 sedans 1.38 sedans 1- 36 section S - 30 sedan 1-15, 22 -27,34 - 36 sections 1-12 section 1- 9,10 -12 section 1- 36 sadism 1- 98 *don - 38 section 1-33-lecttelte 1- 38 .actions 1-38 medians 1.36 sections 1- 38 section 1- 38 motions 1. 14,23.28, 35-36 1-2,11-12 1- 38 sections 1- 36 sections 1-38 miction 1 - 38 sections 1-30 sections 1- 35 sedmm 1- 38 secgom 1- 36 .salons 1- 36 secllons 1-Z11-14, 23 - 28, 35, 38 sections DEDICATED AREA LEGAL DESCRIPTION EXHIBIT A 8 III Pin 1 1/411111Wrr1rdllgl.l MAW I1111 I 11111 Racept1onft: 721889 041 of 100Rao7 aFss $52.00 dooSFiepO 00 GARFIELD cowry Co • PIPELINE EASEMENT AGREEMENT STATE OF COLORADO ) COUNTY OF GARFIELD ) QLS IP'tf67,r THIS PIPELINE EASEMENT AGREEMENT, made this atay 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 Petroleum Development Corporation, a Nevada corporation, with offices at 3801 Carson Avenue, Evans, CO 80620, 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 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 hereby 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, I2. and 13, T6S-R97W, and Sections 19, 20, 29, and 33, T5S, R96W, oldie 6a' PM, 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 aboveground valves, meters, drips, fittings, appliances, and related fhchitles), 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, framing, 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 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 ere 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. 13. GRANTEE shall have the right of ingress and egress in, on, over, across and through the Easement Area fbr any and all purposes necessary to the exercise by GRANTEE of the rights and right-of-ways granted herein. 1a ■Ili !R'ri 1N.1111 NORIsaYKIMI PAIN uI III Recent icni*: 721069 04/1312007 01:42:14 PN 8:1913 P:0442 Joan Merlon 2 or 10 Rao Fee:$62.00 Doc Fw:0.00 GARFIELD COUNTY Co 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 oe under the Easement Arca, 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 fiuther reserves the right to grant other easements to third parties to crass over or undo. this easement and right -of ways. GRANTEE is responsible for obtaining any necessary third parry consents prior to conducting activities on the Easement Area pursuant to this Agreement E. GRANTOR makes no warranties or representations concerning 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 grafted 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 Willits 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 Basement 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 teeming, 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 continua 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 eonst<ue ion to control noxious weeds for a period of no Iesa than three growing seasons following the installation of pipe. 11 GRANTEE agrees to replace or rebuild, to the satisfaction of GRANTOR, any and all pats of any road or any drainage or irrigation system or other improvement that may be danfaged in connection with ORANTEE's activities conducted purulent to this Agreement Upon completion of any pipeline construction, replacement, substitution, relocation, or removal 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 fbnccs 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 es 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 pat of the boundaries of the right-of-way, and the right to build fences crossing such easement. 2 ■III rd NUM 11141,Mit A MI■1III Reception#; 721069 a of3ie Poo0Fie?$52.00 Doe FeP:0443 0e003GARFIELD COUNTY Co G. GRANTEE shall bury Its pipeline and subsurface facilities to providc a minimum of thirty-six (36) inches between the top of the pipeline and facilities end the ground level except in those mess where rock is encountered that would otherwise require blasting, in which case, the facilidea 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 hydroioompection 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 change to open irrigation and drainage ditches by using proper mechanical ditch channel compaction methods and by reestablishing pre -disturbance grades and Bowlines. Ail culverts and burled 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 sealing 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 K. GRANTEE shall take all necessary precautions, in conducting its activities under this Agreement, to prevent brush and gess fires. L. GRANTEE shall determine If any activities require any permits or approvals from any agencies, organizations, goupe, governmental committee or other entitles 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 sego grouse habitat study, approved by a Chevron Health, Environment & Safety representative, In Suction 29, T5S, R96W 6 PM Said study shall be initiated, to the satisfaction of GRANTOR, before pipeline construction in said Seddon 29 proceeds. The study shall include a mutually agreeable time fraise covering the period before, during and slier 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 6e P.M. The pipeline corridor and pipelines located therein shall not encroach on or be placed in said gullcy, 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 mita disturbed areas on GRANTOR surface are recontoured to generally conform with the surrounding terrain. 3 1 �IIIrd KARA MIL 161,114141 IN RI 11111 Receptjan#: 721089 04/13/2007 fRaocFes:$S2.m Doe F00:0, d0 GAR3 P:0444 FIE.o COUNTY CO R. Pipeline construction activitieo on GRANTOR surface shell 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 item the effective date hereon'` and shall continue so long as GRANTEE continues to use and maintain the pipeline and associated facilities in the Easement Arca 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 four thousand dollars ($4000) upon emotion of this agreement. An annual payment, es 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 four thousand two hundred dollars ($4200). Said annual payment shall thereafter increase by Five percent (5%) 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 ODD Company, P.O. Box 840659, Dallas, TX 752844659, which shall condone as the depository for payments hereunder regardless of changeses in ownership of the Easement Area, until such time as Grantee is notified, in writing, of a change of corporate name, identity andfor address of GRANTOR. Said payment shall reference this Agreement's QLS as Pound at the lop ofpage one of dais Agreement. 5. USE OF BASEMENT AREA. A. All activities permitted under this Agreement shall be performed and concluded in a careful, safe. and worianardike manner, and in such manner as will not interfere with GRANTOR'e and GRANTOR'S lessoes', licatiseos', 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 pastas holding any rights, licenses, permits, eesenents or !cases 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 ander 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 surfisoe of the Easement Area, GRANTEE shall restore the surftace 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 fubrse. If GRANTOR determines in its reasonable discretion that GRANTEE's operations will interfere with t3RANTOR'a shale ail 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 Interfbrence shall be borne by GRANTOR. Effecdve 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. �IfI I011411IIWU MI %IRI+t Pi 11111 R.eepti4n9: 721089 04/13!2.07 01:42:14 P11 9:1913 P:0445 John Faberlco 5 or 113 Ree Fse:$52.00 Poe Foe:0,00 GARFIELD COUNTY Co 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 ENTTTTES' OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, INVITEES AND INSURERS ("INDEMNITEES") HARMLESS, FROM AND AGAINST ANY AND ALL LIABILTI'Y, 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 THLS 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 TRIRD PARTY) OR FOR VIOLATION OF ANY FEDERAL_ STATE OR LOCAL LAWS, FEITIES, rIERCEELNITITMTL.. l4T r Iranian "i ig 3. M 0 Rut, 417M .Lr rrr "t -�. °Ft ETAark AND iftr.m, fir MULL -AWL f.: €x .TILE L �: . .lrws� 3. mar t i sus Wil- i' UliCE° E: LIFIGMACI JIB WO= =D %1°;T. a _w► :. li:amrrf b :t1L NOT . lil ` `113 'tett n1/4-mogr T 1'x:1 rr wpm OTHERWISE UNENFORCEABLE UNDER APPLICABLE LAW. 7. GRANTEE INSURANCE REQUIREMENT. Without in any way limiting GRANTEE's liability under this Agreement, GRANTEE shell maintain, during the tam of this Agreement, the following Insumnec with comp®ies and on terms satisfactory to GRANTOR: A. Worker's Compensation and Employers' Lability Insurance as prescribed by applicable law. The limit of liability for Employers' Liability Insurance shall not be less than 51,000,000 pa 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 S1.000,000 per occurrence. C. Automobile Bodily Injury and Property Damage Liability Insurance. Such insurance shall extcad 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/ $1,900,000 per occ neuee for bodily injury and Sl .000,000 per occurrence fbr property damage. The insurance specified in this Section Seven shall contain a waiver of subrogation against GRANTOR and shall name GTtANfOR 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.daya' 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 laureate politica or certificates •f insurance provided to GRANTOR shall be is a form acceptable to GRANTOR, shall reference this Agreement's QLS number as found at the 1 5 �I1I1 � l IMIRIVi! E![1i1 411101It N1411111 Reeeptdont#: 721068 04!1312407 01:42:11 PSI 8;1918 P:0446 Jean Rlbarico 6 of 10 Rao Fes:$52.00 Doo Fa6:0.00 GARFIELD COUNTY CO 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 ORANTEE's pipeline and associated facilities and operations on the Easement Area. 9. TERMINATION. A. In the event of arty 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 oontinuing right of GRANTOR for the lifer of this Agreement. If this Agreement is terminated under this provision, sald termination shall be effective the date the notice of sauce 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 (ISO) 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 tgmination. 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 (I) 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 tide Agreement shall automatically terminate. C. Upon any termination of this Agreement as to ail or any linear part of the Easement Arca, and unless otherwise approved by GRANTOR, GRANTEE shall dig up and remove its pipeline and associated facilities. GRANTEE shall have a period of sic (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 Arca in a neat, safc and orderly condition. D. Upon tcrmtnntlon of the rights herein given, GRANTEE shall execute and deliver to GRANTOR, within thirty (30) days after written demand therefom, a good and sufficient quit claim deed to all irate eat 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, dna a written notice by GRANTOR, duly recorded, reciting the failure or retinal 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 suchtesrmintelor E. Termination shall not operate to extinguish ary 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 BUN II�4�rMl� ��+itfl�y��,�� /� Ill Recept3emi: 721089 74of310Reo0Fee.S.52,03 DDoo19Fee:0.00 GARFIELDbCOUNTY CO 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 enfbece 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 patty or in such other manner as the court deems appropriate. 14. NOTICES. Any notices requited or pertained 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 affective 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 thiny (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: Petroleum Development Corporation 3801 Carson Avenue Evans, CO 80620 15. CONFLICT OF INTEkEST. 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 correction with this Agreemorn_ 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. MI WITNESS WHEREOF, the pasties have executed this Agreement as of the day and year first written above. By; C. 10. Nam: Yrs: Attomey-in-Fact 7 VIII "� mehM+LIHItI*LIK Mini 1 11 ReceptiorU: 721059 04/13/2407 01:42:14 PM 5:1913 P:0448 Jean Alberioo 8 of 10 Reo Fee:352.00 Doo Fee:0.00 GARFIELD COUNTY CO STATE OF TEXAS ) COUNTY OF HARRIS 1 The foregoing ent was acknowledged before me this ,f day of , 204Sby - P. inef.1 W6 es Attorney - o -Fact for Chevron U.S.A. Inc. My Commission Expires: 9 r3a-pv NotaryPublic •/� STATE OF COLORADO ) COUNTY OF The foregoing Instrument was ataknowl=.ged before we this . ' of October, 2006 by Petroleum 'b',.te eak W, C7a.a:.•w as Development Corporation. My Commission tires My Comreission Expires: 05/1312009 .00N J0p1. NotaryPublic FAA/. :.eturn to: "{Petroleum Development Corporation 1775 Sherman Street, Suite 3000 • Denver, CO 80203 A%y ; eon"; Akkiler 8 C494,041,01 :Mot emrra.ai s 7`i 1i iU i d760d0[d. ---- ma MUM ..v,r 3igiuxG In MIL LK 1444(0 tln m�T.2Y y(I LP+L�AI IO,, .w ,.4 IT tlp eft 81 PI: Tr: MMr, IYM11Y .. ,1LV11 ..l �s—Fer• I7_% i1W *1 ,LYeYI yL�7 �l : Il,p 14RYa 171_ 1 Y MYIC011C,' Lib 11111 N11 {L y 1.411 ,VAS 0511'015[ L1, VAS441 4.4 IM�154 Loy 1p� • r.zga Lt l4' i� 10110 NOW �R H�ll eft 1.11/ REM 1.1,41 611,1 01i 1141.143 N 1yt1 1m a .,m)00/ 1003 4414 HIC SCALE FEE T I Mg •1•35r01 CENTERLINE METES AND HOUNDS OF PROPOSED BERRY PETROLEUM COMPANY 100' WIDE NATURAL GAS PIPELINE RIGHT OF WAY SITUATE IN SECTIONS 19, 20, 29, 30, 32, AND 33 TOWNSHIP 5 SOUTH, RANGE 98 WEST AND SECTIONS 1, 12, AND 13, TOWNSHIP 8 SOUTH, RANGE 97 WEST, SIXTH PRINCIPAL MERIDIAN, GARFIELD COUNTY, COLORADO GONSTRUCTFON E11RACT8, r c4 0012 ea Rl81F 151.v0. 61LT. GO 13I682 910.616-8163 noir I. 14731 IPPON Q MORAL o1L1 PPE W L>t11p41 PR CA le - 410147 IL L 73117 L4%•M 0. IGIYIVL 4435 f'PF 4M L9MlY i rm.. 4314I710.013. et 141y1µ W9 PPF - 233,142 LI 4 At LLLa14 R PICT IMO R A e40ZWTf1 1740714' 77610941 0(12144 FY. DAN 464414 en G4 0F117 e4-1401 DAR, O9-17-01 0KA 13143WFA419AILCE •ETT 1 CFk g 8 mil 20 ad 01 "J �k .a,2.§ 4.448 0. 7Y �e o =aam 1 Ili ` 141/11 i' ■Ilf7Mf111Vi1[11. A 1i 114 11111 Rea• !lona! 738788 12/06/2007 01:28:21 PR Jelin A1berlca 1 of 6 Rio Fee:826.95 Doo Fee:9.90 eiRFIELD COWIrY t6 When recorded return to: Mary Ana Adams Berry Petroleum Company 950 176 Sleet, Su11e 2400 Denver, CO 80202 CONNECTED ROAD RIGHT-OF-WAY GRANT AND EASEMENT THIS RIGHT-OF-WAY GRANT AND EASEMENT (this "Grant") is entered into effective the 14M day of M'Vem her , 200$ ("Effective Date), from BERRY PETROLEUM COMPANY, a Delaware corporation whose address is 950 Seventeenth Street, Suite 2400, Denver, Colorado 80202 ("Grantor"), to CHEVRON SHALE OIL COMPANY, a division of Chevron U.S.A. Inc., whose address is 11111 S. Wilcrest, Houston, TX 77099 ("Grantee"). Grantor and Grantee (thc `Parties') agree as follows: For and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration including the Garden Gulch Road Extension Agreement dated January 26, 2007, among the Parties, Garden Gulch, LLC, Petroleum Development Corporation, Marathon Oil Company, PGR Partners, LLC, Teton Piceance, LLC and Williams Production RMT Company (the "Agreement"), the receipt and sufficiency of which are hereby acknowledged, Grantor hereby grants, conveys and transfers unto Grantee, its successors and assigns, a perpetual, irrevocable, non- exclusive, onexclusive, cost-free right-of-way and easement to use thc Connected Road (as hereinafter defined) for all lawful purposes including, without limitation, a corridor for ingress and egress to and from Grantee's surface lands for all purposes including oil shale exploration and development, and including, without limitation, maintenance , upgrading and widening of the road to be constructed by Grantor as is described in Section 8,a of the Agreement (the "Connected Road") in, on, over, under, or through the lands situated in Garfield County, State of Colorado, being more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the "Lands"). The Connected Road is more particularly depicted and described on Exhibit_B hereto, being an "as - built" survey of the Connected Road, and being specifically limited within such Lands to the corridors described in said ExbibitU. The width of said right-of-way and easement shall be limited to one hundred feet (I00'), being fifty feet (50') on either side of the centerline of the Connected Road as constructed. To have and to hold unto Grantee, its successors and assigns, for use by Grantee, its successors, assigns, agents, employees, contractors, and invitees. The right-of-way and easement granted herein is nonexclusive and, except as otherwise expressly provided herein, Grantor reserves unto itself and its successors, assigns and lessees, all rights and uses in, to, over and wader the Lands other than those specifically granted herein; provided that, except in connection with the construction, operation and maintenance of the Connected Road, Grantor agrees not to build, create, construct or permit to be built, created or constructed, any obstruction, building, reservoir, engineering works or other structure over, under or an the right-of-way and easement granted herein without the express prior written consent of Grantee, which shall not be unreasonably withheld, delayed or conditioned. Grantee shall have all rights and benefits necessary for the intended use and maintenance of the rights herein granted, including but not limited to, the right of ingress and egress over and across the Lands solely forte purpose of exercising Grantee's rights hereunder. Grantee shall observe and comply with all applicable federal, state and local rules, regulations and policies ("Applicable Laws') while on or using the Connected Road. Grantee shall fully defend, protect, indennrify and hold harmless Grantor, its employees, contractors, subcontractors, agents and invitees from and against any and all claims, demands, causes of action, damages, obligations and liabilities (including reasonable attorneys fees and costs, and including any and all environmental claims, demands, causes of action, damages, obligations or liabilities) which niay be asserted by Grantee or its officers, directors, employees, contractors, subcontractors, agents or invitees, or which may be asserted by any third party on account of bodily injury, death, property damage, or violation of Applicable Laws, caused by, resulting from or in any way incidental to Grantee's, or Grantee's officers, directors, employees, contractors, subcontractors, agents or invitees' use of, or activities and operations on the right-of-way and easement granted herein. i 5 i 1111 r ,1I1V,Plil ii!I ii iiriel ire144411i1 IN 1111 H.o�ption#; 733763 2 of6l20B7 01:25.21 P11 .ifFe t0.00 eo 2 0[ 6 R.Q Fu1t�16. 00 Ooo Fe.:0.00 LPRFIEI..D COUNTY CO Grantor makes no warranties or representations, express or implied, as to ifs title, interest or rights in the Lands, or that the Lands are suitable for the right-of-way or easement herein granted or any other purpose; provided that Grantor warrants and represents that it has the full right and lawful authority to grant and convey the right -of --way and easement granted and conveyed by it hereunder. Grantee shall not suffer or permit to be enforced against the Lands or Connected Road, or any part thereof, any mechanics, materialman's, contractors or subcontractors' liens arising from or any claim for damage growing out of any operation, repair, restoration, replacement or improvement by Grantee on the Lands or Connected Road, or any other similar claim or demand howsoever the same may arise, but Grantee shall pay or cause to be paid all of such liens, claims or demands before any action is brought to enforce the same against the Lands or Connected Road. This Grant cannot be modified, except in writing signed by all parties hereto. The provisions of this Grant are a covenant running with the land and shall extend to and be binding upon the heirs, executors, administrators, personal representatives, successors, and permitted assigns of Grantor and Grantee. If either Party is in breach of or defaults under a provision of this Grant, the non -defaulting Party shall have all rights at law and in equity available as a result of the other Party's breach or default of this Grant. Any notice, demand or election under this Grant shall be in writing and shall be given in person or by means of telecopy or other wire transmission, or mailed by registered or certified mail, or by reputable overnight courier, addressed to the applicable Party at the address first set forth above, or such other address as such Party shall notify the other of in writing. This Grant shall be recorded in the real property records of Garfield County, Colorado, This Grant shall be governed by and construed in accordance with the jaws of the Slate of Colorado. This Grant may be executed in two or more counterparts all of which shall be considered one and the same document. IN WITNESS WHEREOF, the parties have executed this Grant as of the Effective Date. Grantee: CHEVRON SHALE OIL COMPANY, a division of Chevron U.S.A. Inc. By: C. 4), Title: ,[R �l^o IA Grantor: BERRY PETROLEUM COMPANY, a Delaware , ' yr@ation By: Title: STATE OF COLORADO )55. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this t day of 02,10344.- 2007, by01.0 PfildeV5oy1 , as Vic.e.r+ei..-marc iu.clrien of BERRY PETROLEUM COMPANY, a Delaware corporation on behalf of said corporation. Witness zny hand and official seal. Nott�Iic: Iy Cp orrdnivn Elvin WI 12:01 2 11E1 Rao*ptiom: 738763 12!0671007 01:26:21 PA Jain A borico 3 of 3 Rao F08416.06 Goo Fes:0.00 CARPIELD COUNTY CO STATE OF A ` ) )ss, COUNTY OF ' ' S ) The forsgg �truprrt�w�a fclSliowledge re me tbi a 2007, by { 7 C..- SHALE OIL COMPANY, a division of Chevron U.S.A. Inc., on bealf of said corporation. j CA4'... ,,..0. "Friary Public: Or of CHEVRON Witness my hand and official seal. My Commission Expires: rrosrr eer LUISA GANUNG NOTARY PU3UC $7A760FTEUS MYCO1AIMION E VIRES MAY 30, 2008 3 1IIEI LlViVAi�N��Wh�f N�dH4iCt��lir�'�lll�� 11111 Rao�pptJot : 131DH12DD7 .1:1721% o Fo R1WrIoo 4 or 5 Roo Foo:126.0D Doo F4e:0.00 GPRF1 LD GOI$TY CO EXHIBIT A THE LANDS Parcel 1 Township 5 South, Range 96 West of the 6th P.M. Section 29: SI/2 Stn [160 acres] Section 32: NEy4NEirt NWu4.N»SWu4,SEir4SWtf4, Wu2NEu9. [400 acres, more or less] (pan of) Tax Parcel No. 213532100009 parcel Township 5 South. Range 96 West of the 6th P.M. Section 32: SEu4 Section 33: SW1/4 (remaining part of) Tax Parcel No. 213532100009 [320 acres,.more or less] Parcel Township 6 South, Range 97 West of the 6th P,M. Section 1: Lots 10, 11, 12, 15,17,18,19, 22, 23 and 24 (pan of) Tax Parcel No. 216901100001 [334.78 acres more or less] all in the County of Garfield, Colorado, 4 1 1 I Reaction*: 738703 5276612007 01:2621 PM Joon Albertan 6 of 8 Rio Fb:i26.00 Doo Fu:0.00 GARFIELD cowry C0 1 1 111 Kfitrei1~IIllitNhfileiN1YM111.1401114 11 11 1 Recopticia: 738784 1210912007 01:26MM 21 PH Jean Aarlao 1 of 6 Rao Foo:y19.00 Doo FN,0,a0 *WIELD COUNTY CO When recorded re bun to: Mary Ann Adams Berry Petroleum Company 950 1711 Sires* Suite 2400 Denver, CO 80202 CONNECTED ROAD RIGHT-OF-WAY GRANT AND EASEMENT THIS RIGHT-OF-WAY GRANT AND EASEMENT (this "Grant") is entered into effective the 14'h day of November, 2006 ("Effective Date"), from BBRRY PETROLEUM COMPANY, a Delaware corporation whose address is 950 Seventeenth Street, Suite 2400, Denver, Colorado 80202 ("Grantor"), to WILLIAMS PRODUCTION RMT COMPANY, whose address is 1515 Arapahoe Street, Tower 3, Suite 1000, Denver, CO 80202 ("Grantee"). Grantor and Grantee (the "Parties") agree as follows: For and in consideration of the sem of Ten Dollars ($10.00) and other good and valuable consideration including the Garden Gulch Road Extension Agreement dated January 26, 2007, among the Parties, Garden Gulch, LLC, Petroleum Development Corporation, Marathon Oil Company, POR Partnere, LLC, Teton Piceance, LLC and Williams Production RMT Company (the "Agreement"), the receipt and euifciency of which are hereby acknowledged, Grantor hereby grants, conveys and transfers unto Grantee, its successors and assigns, a non-exclusive, cost-free right-of-way and easement, to use for all lawful purposes, the Connected Road (as hereinafter defined) situated in Garfield County, State of Colorado, being more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the "Lands"). The Connected Road is more particularly depicted and described on Exhibit B hereto, being an "as -built" survey of the Connected Road, and being specifically limited within such Lands to the corridors described in said Exhibit B. The width of said right-of-way and easement shall be limited to one hundred feet (1005, being fifty feet (50') on either side of the centerline of the Connected Road as constructed. To have and to hold unto Grantee, its successors and assigns, for use by Grantee, its successors, assigns, agents, employees, contractors, and invitees. The right-of-way and easement granted herein is nonexclusive and, except as otherwise expressly provided herein, Grantor reserves unto itself and its successors, assigns and lessees, all rights and uses in, to, over and under the Lands other iban those specifically granted herein; provided that, except in connection with the construction, operation and maintenance of the Connected Road, Grantor agrees not to build, create, construct or permit to be built, created or constructed, any obstruction, building, rese;voir, engineering works or other structure over, under or on the right-of-way and easement granted herein without the express prior written consent of Grantee, which shall not be unreasonably withheld, delayed or conditioned. Grantee shall have all rights and benefits necessary for the intended use and maintenance of the rights herein granted, including but not limited to, the right of ingress and egress over and across the Lands solely for the purpose of exercising Grantee's rights hereunder. Grantee shall observe and comply with all applicable federal, state and local rules, regulations and policies ("Applicable Laws") while on or using the Connected Road. Grantee shall fully defend, protect, indemnify and hold harmless Grantor, its employees, contractors, subcontractors, agents and invitees from and against any and all claims, demands, causes of action, damages, obligations and liabilities Czncluding reasonable attorneys fees and costs, and including any and all environmental claims, demands, causes of action, damages, obligations or liabilities) which may be asserted by Grantee or its officers, directors, employees, contractors, subcontractors, agents or invitees, or which may be asserted by any third party on account of bodily injury, dam, property damage, or violation of Applicable Laws, caused by, malting from or in any way incidental to Grantee's, or Grantee'e officers, directors, employees, contractors, subcontractors, agents or invitees' use of, or activities and operations on the right-of-way and easement granted herein. Grantor makes no warranties or representations, express or implied, as to its title, interest or rights in the Lands, or that the Lands are suitable for the right -of --way or easement herein granted or any other purpose; provided that Grantor warrants and represents that it has the full right and lawful authority to grant and convey the right-of-way and easement granted and conveyed by it hereunder. 6 1 1 1111 1N 11 111 ReetpUlonR• 738784 12/06!2007 01128.2E PM Joan Alborleo 2 of 6 Rao Fva:$26,00 Doe Faa;0.00 GARF1ELD COUNTY CO Grantee shall not suffer or permit to be enforced against the Lands or Connected Road, or any part thereof, any mechanics, materialman's, contractors or subcontractors' liens arising from or any claim for damage growing out of any operation, repair, restoration, replacement or improvement by Grantee on the Lands or Connected Road, or any other similar claim or demand howsoever the same may arise, but Grantee shall pay or cause to be paid all of such liens, claims or demands before any action is brought to enforce the same against the lands or Connected Road. This Grant cannot be modified, except in writing signed by all parties hereto. The provisions of this Grant are a covenant running with the land and shall extend to and be binding upon the heirs, executors, administrators, personal representatives, successors, and permitted assigns of Grantor and Grantee. If either Party is in breach of or defaults under a provision of this Grant, the non -defaulting Party shall have all rights at law and in equity available es a result of the other Party's breach or default of this Grant. Any notice, demand or election under this Grant shall be in writing and shall be given in person or by means of telecopy or other wire transmission, or mailed by registered or certified mail, or by reputable overnight courier, addressed to the applicable Party at the address first set forth above, or such other address as such Patty shall notify the other of in writing, This Grant shall be recorded in the real property records of Garfield County, Colorado. This Grant shall be governed by and construed in accordance with the laws of the State of Colorado. This Grant may be executed in two or more counterparts all of which shall be considered one and the same document. IN WITNESS WHEREOF, the parties have executed this Grant as of the Effective Date. Grantee: WILLIAMS PRODUCTION RMT COMPANY a Delaware corporation By: J eph Barrett Tit Attorney -in -Fact fi STATE OF COLORADO ) )ss. CITY AND COUNTY OF DENVER ) Grantor: BERRY PETROLEUM COMPANY, B Delaware corporation Th foregoing instrument was acknowledged before me this 2E day of November, 2007, by /,ndfrea T , as Vice. We.5 rndtwi !'ori of BERRY PETROLEUM COMPANY, a Delaware corporation on behalf of said corporation. Witness my hand and official seal. My Commission Expir 0.1•0011$ WM MON 2 Notary Pelle: IIG1.11R1MMfNWfrMINifilMiS 11111 RaaApiionb! 738784 12/06/2007 01:45:21 PM da+n R1b0rfaa 2 01.5 Rea FIH:$20,00 Coo F60.0.00 GRRFIELO GOLOITY CO STATE OF COLORADO CITY AND COUNTY OF DENVER )ss. } The foregoing instrument was acknowledged before me this M- day of November, 2007, by Joseph P. Barrett, as Attorney -in -Fact of WILLIAMS PRODUCTION RMT COMPANY on behalf of said corporation. Witness my band and official seal. My Commission Expires: 3 1 1 11111 Rec.1 736789 121 720072007 0 01:25:21 P11 dean R16.rioo 4 a 5 P. F.4:06.00 DOo FTs .00 6ffifIELO COUNTY CO EXHIBIT A THE LANDS parcel 1 Township 5 South, Range 96 West of_She 6t° P.M. Section 29: Sin Sin [I60 acres) Section 32: NEu4NEu4,NWIM,N1/2SWu4,SE1l4SW114,WutN$1u,1400acres,MOM or less] (part of) Tax Parcel No. 213532100009 Parcel 2 Township 5 South. Range 96 West of the 6th P.M, Section 32: SEI/4 Section 33: SWu4 (remaining part of) Tax Parcel No. 213532100009 [320 acres, more or Tess] Parcel 3 Township 6 South, Range 97 West of the 6th P.M. Section 1: Lots 10,11,12,15,17, 18, 19, 22, 23 and 24 (part of) Tax Parcel No. 216901100001 [334.78 acres more or less] all in the County of Garfield, Colorado, 4 �I�kNiFi��l�4'PI��P �lh;4ily hi l�4'�l4i�k8tl�� 11gi Rac.p03on8: 738784 1210812007 01:26:21 IM .loan Rlbirlgg 5 of 5 500 FN;824.00 Dog FI0:0.00 GAAFIELD COUNTY CO • 5 1111(MAII.L 10011Pl01Ilidir�110(IIGi 10 Reeeptlef#: 740786 01/0912009 02:17:36 pit Jean Merlon 1 of 3 Roo Fao:$0.00 Roo Fee70.00 GARFIELD COUNTY CO STATE OF COLORADO ) )ss County of Garfield ) At a regular meeting of the Board of County Commissioners for Garfield County, Colorado, held in the Commissioners' Meeting Room, Garfield County Courthouse, in Glenwood Springs on, Monday, the 17th day of December A.D. 2007, there were present: John Martin , Commissioner Chairman Larry McCown , Commissioner Tr si Haupt , Commissioner Carolyn Dahlgren , Assistant County Attorney Jean Alberico , Clerk of the Board Ed Green (Absent) , County Manager when the following proceedings, among others were had and done, to -wit: RESOLUTION NO, 2 008 — 01 A RESOLUTION CONCERNED WITH THE APPROVAL OF A CONDITIONAL USE PERMIT FOR A WAREHOUSE FACILITY/STAGING AREA LOCATED ON A PROPERTY OWNED BY BERRY PETROLEUM, GARFIELD COUNTY PARCEL NO# 213532100009 WHEREAS, the Board of County Commissioners of Garfield County, Colorado ('Board"), has received an application from Berry Petroleum Company for a Conditional Use Permit ("CUP") to allow a Warehouse Facility/Staging Area on their property within the RL (Resource Lands) zone district; and WHEREAS, the Board held a public hearing on thel7th day of December, 2007, upon the question of whether the above described CUP should be granted or denied, at which hearing the public and interested persons were given the opportunity to express their opinions concerning the approval of said special use permit; and WHEREAS, the Board on the basis of substantial competent evidence produced at the aforementioned hearing, has made the following determination of fact as listed below: 1.) That proper public notice was provided as required for the hearing before the Board of County Commissioners; 1 1111IIritiVi'i41i IN 1I111 Readaptional 740788 01( 8!2009 02117:36 PM Jean A1ber1ao 2 of 3 Rao Fee:$0.00 Doo Fee:0.00 GARFIELD COUNTY CO 2.) That the hearing before the Board of County Commissioners was extensive and complete and that all interested parties were heard at that meeting; 3.) The Application is in conformance with Garfield County Zoning Resolution of 1978, as amended; 4.) That for the above stated and other reason, the proposed Conditional Use Permit is in the best interest of the health, safety and welfare of the citizens of Garfield County; NOW THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Garfield County, Colorado, that a Conditional Use Permit for a Warehouse Facility/Staging Area on a property owned by Berry Petroleum Company (Parcel No. 213532100009) is hereby approved subject to compliance with all of the following specific conditions: 1) That all representations of the Applicant, either within the application or stated at the hearing before the Board of County Commissioners, shall be considered conditions of approval unless explicitly altered by the Board; 2) The Applicant shall provide Garfield County with a revegetation security in the amount of $48,000; 3) Volume and Sound generated shall comply with the standards set forth in the Colorado Revised Statute at all times; 4) The Applicant shall comply with all performance standards identified in §5.03.08 of the Garfield County Zoning Resolution as amended; 5) The Applicant shall construct a paved driveway access apron prior to the issuance of the Conditional Use Permit; 6) All improvements shall comply with Garfield County Zoning Resolution of 1978, as amended; 7) The Applicant shall implement erosion control and storrnwater management facilities before large scale site disturbance begins to prevent the transfer of sediment off-site; 8) All lighting associated with the proposed use shall be directed downward and away from adjacent properties; 9) All vehicles shall comply with Garfield County oversize/overweight requirements; 10)As represented in the application un -surfaced areas shall be treated to control dust emissions; 2 ■ 11IIY+irir, 11111.141.11411,10'ISDC}Hi 11111 Reception#: 740786 0i/08/2008 02:17:35 PM dean R16erioo 3 of 3 Roo Fee:;0.00 Coo Feec0.00 GARFIELD COUNTY CO 11 )The Applicant shall remove all un -friendly wildlife fencing; 1 2)All food waste shall be stored in bear proof containers and disposed of appropriately; 13)The access road leading to this facility shall be maintained and cleared of snow for accessibility year round to allow for maintenance of the portable toilets; Dated this ik day of ATTEST: GARFIE 1 CO . BOARD OF COMMIS ONER GARFIELD COUNTY, LO Upon motion duly made and seconded the forego ng Res a utio as adapt. by the following vote: COMMISSIONER CHAIR JOHN F. MARTIN COMMISSIONER LARRY L. MCCOWN COMMISSIONER TRESI HOUPT STATE OF COLORADO )ss County of Garfield ) I, , County Clerk and ex -officio Clerk of the Board of County Commissioners, in and for the County and State aforesaid, do hereby certify that the annexed and foregoing Resolution is truly copied from the Records of the Proceeding of the Board of County Commissioners for said Garfield County, now in my office. 1N WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said County, at Glenwood Springs, this day of , A.D. 20 County Clerk and ex -officio Clerk of the Board of County Commissioners 3 1 1111 rl� 1a ��awli Il E ,'I�I* i 11 ui Reception#: 750181 06!10/2068 10:41:19 AM Jean Alberfoo 1 of 6 Rao Fea:$0.00 Doe Fee:0.00 GARFIELD COUNTY CO STATE OF COLORADO ) )ss County of Garfield ) At a regular meeting of the Board of County Commissioners for Garfield County, Colorado, held in the Commissioners' Meeting Room, Garfield County Courthouse, in Glenwood Springs on, Monday, the 2nd day of June A.D. 2008, there were present: John Martin Larry McCown Tr6si Houpt Carolyn Dahlgren Jean Alberico Fd Green , Commissioner Chairman , Commissioner , Commissioner , Deputy County Attorney , Clerk of the Board , County Manager when the following proceedings, among others were had and done, to -wit: RESOLUTION NO. 200 8 -- 7 7 A RESOLUTION CONCERNED WITH THE APPROVAL OF A SPECIAL USE PERMIT REQUEST FOR THREE (3) "TEMPORARY EMPLOYEE HOUSING" FACILITIES OPERATED BY BERRY PETROLEUM COMPANY AND LOCATED ON BERRY PETROLEUM'S F-01, 0-32, AND 0-29 WELL PADS LOCATED WITHIN A PROPERTY OWNED BY BERRY PETROLEUM COMPANY, GARFIELD COUNTY PARCEL NO# 213532100009 and 216901100001 WHEREAS, the Board of County Commissioners of Garfield County, Colorado, received a Special Use Permit request for three (3) "Temporary Employee Housing" facilities located north of the City of Rifle and within a property owned by Berry Petroleum Company, Garfield County; and WHEREAS, the Temporary Employee Housing facilities are to be located on Berry Petroleum's F-01 (SENW 1/4 Section 1, Township 6 South, Range 97 West), 0-32 (SWSE 1/4 Section 32, Township 6, Range 97 West) and 0-29 (SWSE Section 29, Township 6 South, Range 96 West) Well Pads and within a 1214.78 -acre property owned by Berry Petroleum Company located Garden Gulch Road, which accesses County Road 215 north of Parachute, CO; and WHERERAS, the subject property is zoned Resource Lands (Plateau) where such use is permitted as a Special Use; and WHEREAS, the Temporary Employee Housing facilities are to be completely contained within an approved Colorado Oil and Gas Conservation Commission (COGCC) approved natural gas I 1111 P11117, .Edi, 14,1WW, 'fAil1/4 Villi II III Iteceptlonh: 750191 0611012008 10:41:19 an .teen Alberioo 2 of 8 Reo Foa:$0.00 Doc Fea;0,00 GARFIELD COUNTY CO well pad; and WHEREAS, the Temporary Employee Housing facilities are to accommodate a maximum of 24 individuals each at any one given time; and WHEREAS, the Temporary Employee Housing facilities are to be on location for no more than a cumulative of one (1) year each; and WHEREAS, the Board of County Commissioners opened a public hearing on the 2"4 day of June, 2008 upon the question of whether the above-described SUP should be granted or denied, during which hearing the public and interested persons were given the opportunity to express their opinions regarding the issuance of said SUP; and WHEREAS, the Board of County Commissioners closed the public hearing on the 2E1 day of lune, 2008 to make a final decision; and WHEREAS, the Board on the basis of substantial competent evidence produced at the aforementioned hearing, has made the following determination of fact as listed below: 1. Proper posting and public notice was provided as required for the meeting before the Board of County Commissioners. 2. The meeting before the Board of County Commissioners was extensive and complete, that all pertinent facts, matters and issues were submitted and that all interested parties were heard at that meeting. 3. The above stated and other reasons, the proposed special use permit has been determined to be in the best interest of the health, safety, morals, convenience, order, prosperity and welfare of the citizens of Garfield County. 4. The application has met the requirements of Special Use (Sections 5:03 and 5.02.21) the Garfield County Zoning Resolution of 1978, as amended. NOW THEREFORE, BE JT RESOLVED by the Board of County Commissioners of Garfield County, Colorado, that a Special Use Permit for three (3) "Temporary Employee Housing" facilities located north of the Town of Parachute off Garden Gulch Road and within a property owned by Berry Petroleum Company, Garfield County is hereby approved subject to compliance with all ofthe following specific conditions: 1. That all representations of the Applicant, either within the application or stated at the hearing before the Board of County Commissioners, shall be considered conditions of approval unless explicitly altered by the Board. 2 1111MrCUVI i41,1Alilrlr1 ME IV? 11111 ReceptL Tbft 750191 06!10!2808 10:45.19 WI Jean R16erico 3 of 6 Ree Faes$0.00 Doe Fee,0.00 GRRFIELD COUNTY CO 2. That the operation of the facility be done in accordance with all applicable federal, state, and local regulations governing the operation of this type of facility. 3. Emissions of smoke and particulate matter: every use shall be operated so as to comply with all Federal, State and County air quality laws, regulations and standards. 4. Emission of heat, glare, radiation and fumes: every use shall be so operated that it does not emit heat, glare, radiation or fumes which substantially interfere with the existing use of adjoining property or which constitutes a public nuisance or hazard. Flaring of gases, aircraft warning signals, reflective painting of storage tanks, or other such operations which may be required by law as safety or air pollution control measures shall be exempted from this provision. 5. Water pollution: in a case in which potential hazards exist, it shall be necessary to install safeguards designed to comply with the Regulations of the Environmental Protection Agency before operation of the facilities may begin, All percolation tests or ground water resource tests as may be required by local or State Health Officers must be met before operation of the facilities may begin. 6. All Special Use Permits for Temporary Employee Housing are subject to all applicable building code, state and federal permit requirements, fire protection district requirements and fire code requirements. 7. Water and wastewater systems proposed to service Temporary Employee Housing must comply with all applicable state and Iocal laws and regulations. 8. Applicants must keep appropriate records, to be provided to the County upon request to demonstrate that water supplied to a site is from an approved source and that wastewater is disposed at an approved facility. For facilities serving twenty-four (24) people or less, the operator must conduct monthly tests (or quarterly if an on-site disinfection system is installed) and maintain records of stored potable water samples specific for coli form. Any tests indicating coli form contamination must be disclosed to the Garfield County Board of Health or designee. 9. In no case shall unsafe water be used for drinking nor shall raw sewage or contaminated water be discharged on the ground surface. 10. The maximum allowable time length of the Special Use Permit for Temporary Employee Housing is one (I) year; however, no single Temporary Employee Housing facility allowed under this Special Use Permit shall be onsite for more than a cumulative of one year. For good cause shown, the permit may be renewed annually in a public meeting with notice by agenda only. Annual renewal review shall be based on the standards herein as well as all conditions of the permit. A permit may be revoked anytime through a public hearing called 3 1 1111 71I ,P 111.10 Receptionti: 760191 0611012908 10;41:19 AN Jean Alberico 4 or 6 Rea Fee:$0.00 Doc Fee:0-G0 GARFIELD COUNTY CO up by staff or the Board of County Commissioners. 11. Inhabitants of the temporary housing shall be applicant's employees, contractors and/or subcontractors, working on the related construction or mineral extraction operation, and not dependents of employees, guests or other family members, 12. Temporary employee housing sites shall be maintained in a clean, safe and sanitary condition, free of weeds and refuse. Any hazardous or noxious materials that must be stored on site for operational or security reasons must be managed in accordance with all applicable federal, state and local laws and regulations. 13. Fire Protection General Requirements: Provisions shall be made for giving alarm in case of fire. It shall be the responsibility of the duly authorized attendant or caretaker to inform all employees about means for summoning fire apparatus, sheriffs office and resident employees. All fires are subject to §307 of the 2003 International Fire Code (IFC) including but not limited to permits, attendance, open fires, coal grills, fire bans and bon fires. One (1) or more approved extinguishers of a type suitable for flammable liquid or electrical fires (Class A, CIass B and Class C), carbon dioxide or dry chemical, shall be located in an open station so that it will not be necessary to travel more than one hundred (100) feet to reach the nearest extinguisher. 14. Outdoor food storage is prohibited unless facilities that prevent the attraction of animals to the temporary employee housing site are provided, 15. The applicant shall provide a detailed map and GPS coordinates to the Garfield County Sheriff's Office and the relevant Fire Protection District which is sufficient for emergency response purposes, including location of the temporary employee housing site; private and public roadways accessing the site, marked as open, gated and/or locked; and detailed directions to the site from a major public right-of-way. Tlie map is subject to approval by the Garfield County Sheriffs Office and relevant Fire Protection District. 16. The applicant shall notify the County when site development begins for each facility. The applicant shall verify in writing, by site plan and through photo documentation that the site, water system, and sewage disposal system were designed, installed and inspected in accordance with the said special use permit and comply with all applicable regulations, permits, and conditions. All written documentation and site plans verifying compliance must be stamped by a certified Colorado Engineer. The County also reserves the right to inspect a site, without notice, to assess compliance with the Special Use Permit for Temporary Employee Housing. A determination of noncompliance with any Special Use Permit for Temporary Employee Housing, or condition approval thereof, is grounds for revocation or suspension of said permit, in accordance with Section §9,01.06. 17. No animals shall be allowed at temporary employee housing sites. 4 ■1111 .117,4 1,111 1111 Reception #: 750f91 06/10/2008 10:41!19 AM Jean Rlberioo 6 of 6 Rep Fee:$0,00 Doo Fee:0.00 GARFIELD COUNTY Co 18. The maximum number of occupants permitted under this Special Use Pemiit for Temporary Employee Housing is twenty-four (24) per facility, 19. Sewage systems shall to be installed and maintained in accordance with the Garfield County ISDS regulations with all pipes and connections water tight and lids kept securely in place at all times except during normal cleaning operations. 20. Wildlife -proof refuse containers must be provided for trash. At least one thirty (30) gallon (4 cubic feet) container shall be provided for each unit or the equivalent in a central trash collection facility. Said container(s) must be durable, washable, non-absorbent metal or plastic with tight -fitting lids. Refuse shall be disposed of not less than once weekly, 21. Each facility shall have a minimum total capacity of 12,000 gallons ofpotable water storage and be refilled a minimum of every six days. 22. Each facility shall have a minimum total capacity of 12,000 gallons of sewage and wastewater storage capacity which shall be emptied a minimum of every six days. Dated this - day of ATTEST: .ern rk of the Board , A.D. 20 0g . GARFIELD C•UNTY BOARD OF COMMISSIO RS GARFIELD COUNTY, OLO' '+0 Upon motion duly made and seconded the for : ging Resol was adapt= by the following vote: COMMISSIONER. CHAIR JOHN F. MARTIN COMMISSIONER LARRY L. MCCOWN COMMISSIONER TRESI HOUPT STATE OF COLORADO County of Garfield ) )ss , Aye , Aye _ , Aye 1 1111r11T,Y R(14N EN 111II Reception#: 750191 05110/2009 10:41:19 AM dean Aiherioo 6 of 6 Rea Fee•.$0.00 Doo Fea:O.00 GARFIELD COUNTY CO 1, , County Clerk and ex -officio Clerk of the Board of County Commissioners, in and for the County and State aforesaid, do hereby certify that the annexed and foregoing Resolution is truly copied from the Records of the Proceeding of the Board of County Commissioners for said Garfield County, now in my office. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said County, at Glenwood Springs, this day of , A.D. 20 County CIerk and ex -officio Clerk of the Board of County Commissioners 6 �a,relel 02 ._...._.................. 6, tem s United,S.tatesof " To - Delos D. Po'ter Ameuic-a.;: / UNITED .STATES •'PATENT:' -Dated-March 19 1951.. Patent No. 1131391 Recites that the Bureau of Land Management of the United States a Certificate of the Land Office at Denver, Colorado, accompanied by other evidence, whereby it appears that Delos D. Potter did on December 1, 1949, -duly enter and pa for that certain mining claim or p remises, known as the Gem No. 1 (Gera No. 27, Gemm No. , sem No ,.. Gem No, 9 Gem No. 10,'"Gein No. 3, Gem No. 4, Gem No. 5, Gem,-Np.. ommunity No. 1, Grand Valley Na. 7, and "Grand alley No...2 $ oil shale placer mining claims, situate in .Garfield Go -nty, Colorado, described •as follows: The Gem No. 1 claim comprising -the SE of Sec. 1 in Tp.6,-S., R. 97- W. , 6th P. M., the Gem No. 2 claim comprising the SW4 of said Sec. l,("the Gem No. 7 claim amxmlo comprising Lots 9, 10., 15 and 16 of said Section one, the Gem No. $ claim comprising Lots: 1:1,-12, 13 and 14 of said Section 1, the Gem No. 9 claim comprising Lots 21, 22,,:23,' and 24,, of said Seca llithe Gem. No, 10 c im comprising Lots 21, 22, 23, and '24 of Section 2, said Tp. and RangeLthe Gem No.. 3 claim comprising the SEii:of said Section 2,:) the Gem No.. 4 claim.comprising the SW4 of said Section 2,• the Gem No.. 5 claim comprising Lots 9, 10, 15 and 16, of - said Sec. 2,(The Gem No.. 6 claim. comprising Lots 11, 12, 13, and 14, of said Sec. 2,)the community No. 1 claim_comprising the EkEi of Section 12, said Tp. and Range, the Grand Valley No... 7 claim comprising the .SWa(of Sec. 7 in Tp. Ern S .., R . . 96 W., and the :,G,rand- -Valle y No. $ claim comprising. the WISE end Lots 3 and 4 of said .Sec. 7, the 'premises herein grat'ited, ccintathing in' the aggregate 2080.10..acres. •- NOW KNOW YE, that there is therefore, pursuant to the laws aforesaid, hereby granted by the United Sta';es unto the said Delos D. Potter;_the sa-id placer mining -premises hereinbefore described; . TO HAVE AND TO. HOLD said mining premiss, together with all the rights, privileges, immunities,_ and 'appurtenanles of whatsoever nature" thereunto belonging, unto the said gra; grantee above named and to his heirs and assigns forever, subject, nevertheless, to the- fel1owi.ng conditions and stipulations; 1.. That the grant hereby made is restricted in its exterior limit's. to the boundaries of the said .mining' premises and toany veins or lodes of quartz or othe: rock in place bearing gold, silver, cinnabar, lead, tin,- copper, or other valuable deposits, which may have been discovered within t%a said limits subsequen to and which were not known to exist on July 12, 1949. 2. That should any vein or lode of quartz or other rock in place bearing gold, silver, cinnabar, lead, tin, copper, or other.valuable deposits, be claims or known to exist within hhe above described premises at said last named date, the s" same is expressly excepted and ax W excluded from these presents. _ 3. That the premises hereby conveyed shall be held subject to any -vested and accrued water rights for mining, agricultural', manufacturing or other pros purpose and rights to ditches and reservoirs used in connection with succi water rights as may be recognized and acknowledged by the local.aws €ix -customs and decision of the courts. And there is reserved from the lands hereby granted a right of way thereon for ditch+ es or canals constructed by the authority of the U. S. 4; That k in -the absence of racessury legislation by Congress, the Legislature of nolo. may provide rules for working the mining claim or premises hereby grante involving easements, drainage, and other necesssary means tothe complete developmen thereof, 4. As the Lots 10, 11, 12 and lkxix 15 in Seid Sec. 1, and Lots 21, 22, 23 and 24,, in said Sec. 2, thio patent is issued subject to the provisions of the Ac ati� (over) a:ed ¶t: LS got' pies aepun vew Aoueano o `uoz. Tsodsrp egg 01 a (Two copies made by Examiher. Duplicate retained by County Clerk and filed; original to be mulled daily to the Department w th summary.) 'UT po:$ Z.z4ua AE' -I L- LT-Tcrlt Pa ue a a iuzxad 39x`.1oa pair lueaaJa,z s . qaTm (z9F •4e4S 6) 9161 tbz •00i Jo (Two copies made by Examiher. Duplicate retained by County Clerk and filed; original to be mulled daily to the Department w th summary.) opt 0 m O 0 -f- 0 . 0END o Fd Fb• , 0 0 H • 0 Fl • c+ 0 0 P. CJ cr' 0 c-1- 0 Fo 0 H. F. PA P JR N ca -1 P+ Fil Pc+ d - N o m 0I-. Fi cF •y H. 1-3 ZV P. CD ince (D Po Y o cF k^t Y • w rn O p c+ P.0 rf!. Fc1 H. N. • cP-*d 1✓; o P • O I- . t7] y cF o • j CD f 1 t`, rF7 01 P P co 5. Pt P1 P. ct }-' 'd 0'd ti Pp Fa O GD N• • O CI c 0 • ,:•.0:.Q K cr. care 0Ci. rn 0U1ci cnaxPOrnn�JNo d,al + co 5 m rnP 5 rn ,`�' c�F CSICil b A �d o C`.d fm END d co 161 HIvo 0 o CD CR '-j) rs N 1-71 0 et- H Eii z cF t-' F- (to o p ''i m • F'• 0 et- O F • (D 0 P; 0 0 P. (D 0 Fy `5 el- k-1 hj • r� H - : CD O P. r CD U] 0 Y• :.S m Al C<; W 0 0 o �.SY CD 0 o �U CD o 0 11i 000p 0 I-' Era, F- c F' m crwc (D P' F-' cF ct H. F 5 cF P. �+ . r h cF p• • I-''3 c+ P. F;, c+ • c+ P' F ' I-1) (� 00 O H (r Y O Hi Ufl -' ~O Fj 142% H 0p cF' FS eF hh Gl F"-' 1- F.,) P. P� P. 0 F h 0 0 O F] O o O 0 0 o 0 0 0 0 o ,0 0 F-' �7 Z1 o O F1 O 11h CD. N Ci h' p F Fd O 1;'v o 1', o P'1 H, P 0 C] C; • Fi o r._ I-' 0 115 et- m Ft E cF o 1-3 5 cF 0 F • • r' C.' (� cF C; H. mNor-'.I- 0• F-'- CD • N•h m • p. I., m I'S P1 (DCnm oi CD • P. N m P O CD 0 0 00 O P- cF Cil • O cF 00 O O et -p. G1 C� O cF 0 0 O ct 0 P. O ,3 6- Cil O c'�+ F'• O '� F • O, F-'• 0 • ] F-'• O . F•O O I: ilpi Oc D cf Fi p cF • F-) F 5 H �• ly H�ml.• F P PH. Po'PN• O'P11 1-: yr 11 1Ot'"�w�PmF �+ W 0 0 Al 1 I--'• p p -i I-. P? e1 1 p1 P� O P. 0 n r �-F (a O Z1 N• o O C7 d- P .:� d- P eh P� M c+ P c Py m m 5 E N p m r s 0 O ;� C; o m w :7? co co • a ,M1 CJ m eF m 0 P F-' P o - + . ' P et. Fi • � �• � F�1 cr '- m •p C N• � ' F ' ' 1 moi . - 1111111 111111111111111111111111111111111111111111111111 633393 10/07/1099 01132P 01104 P472 M RLSDORF 1 of 3 R 15,00 D 0.00 GARFIELD COUNTY CO MEMORANDUM OF AGREEMENT FOR GOOD AND VALUABLE CONSIDERATION, Colorado Timber and Land Company, a Registered Limited Liability Limited Partnership (BUYER), whose address is 129 West 4th Street, Rifle, CO 81650, and Chevron Shale Oil Company (SELLER), whose address is P.O. Box 6518, Englewood, CO 80155-6518, have entered into an agreement, effective the 12th day of July, 1999, whereby BUYER will buy and harvest and SELLER will sell merchantable aspen timber on certain of SELLER's lands in Garfield County, Colorado under the terms and conditions set forth in said Agreement, which lands are described in Exhibit "A" hereto. For further information regarding the rights and obligations of the parties and the terms and conditions of said Agreement, contact the parties at their addresses above set forth. IN WITNESS HEREOF, the parties have exe uted this Memorandum of Agreement this ad, day of , 1999. COLORADO TIMBER AND LAND COMPANY, RLLLP Byrart.rrp_L�!'lo'G General Partner CHEVRON SHALE OIL COMPANY By Assist t Secretary aq 3 1111111 11111111011111111111 11111111111 111 11111 1111 1111 553383 10/07/1999 01 32P 81184 P473 M RLSOORF 2 of 3 R 15.00 D 0.00 GARFIELD COUNTY CO STATE OF COLORADO COUNTY OF GARFIELD ) The foregoing instrument was acknowledged before me this 26th day of _ July 199 9 by Kenneth Roberts as General Partner of Colorado Timber and Land Company, RLLLP. My Commission Expires: MY COMMISSION EXPIRES 8671I 1BER 2B, 2000 L "1 ' Q� o ‘to f5F9 A) Notary Public STATE OF 7Erdfi ) COUNTY OF X/j/ ) The f going ins instruriridenty9acknowledged before me this da ofy� 199 by r%ic!/r%!%� as Chevron Shale Oil Company. OEBORAH L. FLORA NOIMy Pudic, Shia of Team My Omm40Eoab oat M1410 2 1 111111 11111 111111 11111 1111 11111 111111 111 11111111 1111 553393 10/07/1999 0132F 31154 P474 11 ALSDORF 3 of 3 R 15.00 D 0.00 GARFIELD COUNTY CO Chevron Logan Wash and Parachute Creek Properties Tp. 6 S., Rg, 96 W„ 6th R_1‘t Section 4: All those parts of Lots 1, 5 and 11 and of S/2NW/4 and NWASW/4 lying Westerly of the center ofParachme Creek, Excluding therefrom a parcel ofland described as follows: Starting at the NW comer ofthe SW/4 of Section 4, T. 6 S., Rg. 96 W. (This comer is located on the south side of a gulch) running down the gulch south of east 582 f- 1own the creek west of south 207 feet; from thence, west 336 feet; from thence, north 363 feet. (Said excepted pnrr.'l :nn7n.•••-- - ••• •• - • ••• - • • known as the Grantee School Tract.) Section 5: Lots 1 through 12, 14, 15, 16, 1 7, 18, 19, 21 and 23 Section 6 Lots 1 through 18, SW/4, WISE/4 (All) Section 7: Lots 1, 2, 3 and 4, W/2NFJ4, NW/4,;11L-'zrzie 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, 14 and 15, S/2SW4, NW/4SW/4, SEASE/4 Section 17: Lots 1, 2, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14,15 and 17, NE/4NE/4, Et2SE/4 Section 18: Lots 1, 2, 3 and 4, W2NE/4, NW/4, SW/4, W/2SE/4 (All) Section 20: Lots 1, 2, 3, 6 and 7, NFJ4, NWI4NW/4, Sf2NW/4, EJ2SW/4 Section 21: Lots 1, 2, 3 and 4 Section 29: Lots 3 and 4, W2NE/4, NEJ4NW/4 To. 5 S.. Rg. 96 W..6t1' Section 19: Lots 1, 2, 3, and 4, E/2 (All) Section 20: All Section 29: N/2, Nf2S/2 Section 30: Lots 1, 2, 3 and 4, E/2 (All) Section 31: WS 1, 2, 3 and 4, E/2 (A11) Section 32: SW/4SW/4, SEJ4NE/4 Section 33: S/2NP/4, St2NW/4, SE/4, West 32 rods of NW/4NW/4 Section 34: SEJ4 Section 35: S/2 Section 36: SW/4, and all that part of the S/2SE/4 lying Westerly of Parachute Creek Tp. 7 S., lig. 96 W., 6th P. M. Section 5: N/2 and SW/4 Tp. 6 S.. Rg, 97 W.. eh F. M. Section 1: Lots 13 and 14, S2 Section 12: All Section 13: All 1a 1 111111111111 I11I1111111111111111111111111111111 1111 1111 623088 03/18/2003 01o5912 81447 P585 11 ALSDORF 1 of 6 R 38.25 D 0.90 GARFIELD COUNTY CO OIL AND GAS LEASE (LEASE #3) THIS AGREEMENT, made and entered into as of the 15th day of November, 2002, by and between Chevron U.S.A. Inc., successor in interest to Chevron Shale Oil Company, whose address is 11111 S. Wilcrest Dr., Houston, Texas 77099 hereinafter called "Lessor;' and Petroleum Development Corporation, whose address is 103 East Main Street, P.O. Box 26, Bridgeport, West Virginia 26330, hereinafter called "Lessee." WITNESSETH; 1. Lessor, for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, in hand paid, of the royalties herein provided and of the agreements of Lessee herein contained, hereby grants, demises, leases and lets exclusively unto Lessee all of Lessor's right, title and interest in the land hereinafter described, for the purpose of investigating, exploring, drilling for, producing, saving, taking, owning, transporting, storing, handling and treating oil and gas, herein called leased substances, together with all rights, privileges and easements useful for Lessee's operations hereunder on said land; including but not limited to the following rights: to lay pipelines; to build roads; to construct tanks, pump and power stations, and power and communication lines; and to redrill, deepen, maintain, rework and operate any well so drilled, subject in all cases to the provisions of paragraphs 15 and 16. The land included in this lease is situated in the County of Garfield, State of Colorado, and is described on the attached Exhibit A, including all of Lessor's right, title and interest in all leased substances underlying fakes, streams, roads, streets, alleys, easements and rights-of-way which traverse said land; and including all lands owned or claimed by Lessor as a part of any tract above described; and containing 5325.42 acres of land more or less. This Iease shall cover all of Lessor's right, title and interest in said land now owned by or hereafter vested in Lessor. For the purpose of calculating any payments based on acreage, the land shall be deemed to contain the acreage above stated. 2. Subject to the other provisions herein contained, this lease shall remain in force for a period of three (3) years from the date hereof, herein called "primary term," and thereafter so long as leased substances or any one or more of them are being produced from said land or any operation permitted hereunder is being conducted on said land or this lease is continued in force by reason of any of the other provisions hereof. 3. Royalties on leased substances to be paid by Lessee are: (a) on oil, eighteen and three quarters percent (18,75%) of that produced and saved from said land, to be delivered at the well or to the credit of Lessor into the pipeline to which the wells may be connected; Lessee may from time to time purchase any royalty oil, paying therefor the market value in the field where produced on the day it is run to the pipeline or storage tanks; (b) on gas, including casinghead gas, produced from said land and sold or used off the premises, the market value at the well of eighteen and three quarters percent (18.75%) of the gas so sold or used, provided that on gas sold at the well the royalty shall be eighteen and three quarters percent (18.75%) of the amount realized from such sale. If Lessee shall discover gas hereunder on said land or on land unitized with any of said land, Lessee may at any time or times during or after the primary term and at Lessee's election, pay as royalty (herein called shut-in gas well payment) a sum equal to one dollar per acre on the acreage then held by Lessee hereunder, whereupon it shall be considered for all purposes of this lease that a Ieased substance is being produced hereunder from said land for a period of one year; such year to commence on the anniversary of this lease next preceding such payment. Provided, however, that this lease may be extended by tender of shut-in well payments for no more than two consecutive years from the anniversary of this lease next preceding Lessee's payment. Any such payment may be made in the same manner as provided elsewhere in this lease for payments hereunder but shall not be in lieu of any royalty based on actual production. Lessee may use, free of royalty, leased substances from said land for all operations conducted upon the leased lands or lands unitized with any of said land. 4. This is a Paid -Up lease and Lessee shall not be obligated during the primary term to make any further payments or to commence or continue any operations hereunder in order to PDC Lease- New [,caseif; 3.doc 7/18/2003 vac m„ tx - -1- 11111111111111II111111111111111111111111111111111111111 2 of 03/18/2003 338 25 0 0.0059P 81447 P586 5 GARFIELD COUNTY CO tmRF maintain this lease in force. Any money payable hereunder may be paid in cash or by check, mailed or delivered to Lessor. Lessee may at any time or times surrender this lease as to all or any portion of said land by mailing or tendering to Lessor or by filing for record a release or releases, and be relieved of all obligations thereafter accruing as to the acreage surrendered, but same shall not relieve Lessee of any obligation existing as of the date of such release. 5.. If any operations or production of a leased substance or any combination of such activities shall occur hereunder and if at any time or times after the primary term or within sixty (60) days before expiration of the primary term, such operations or such production or any combination of such activities shall cease for any cause so that none of such activities continues, such cessation shall not cause this lease to terminate and this lease shall remain in force if and so long as (a) shut-in gas well payments are made under paragraph 3 (if applicable) or (b) any operation or production of a leased substance is commenced or resumed hereunder within sixty (60) days after cessation of the last of the operations or production that had occurred hereunder or (c) the cause of cessation is covered by paragraph 8 hereof. Wherever used in this paragraph 5, or wherever else used in this lease unless the context requires otherwise, the meaning of the word "operations" shall without limitation include: drilling, digging and boring operations, producing operations, the drilling of a dry hole or successive holes before or after production is obtained, plugging back, reworking operations, deepening operations and remedial operations in connection with drilling or producing operations. 6. Lessee shall pay for all damages caused by Lessee's operations, including but not limited to damages to growing crops, buildings, irrigation ditches, livestock, feed lots and fences. Lessee will bury pipelines below ordinary plow depth at the time of installation when crossing cultivated land owned or operated by Lessor or its surface lessees. No well shall be drilled within two hundred (200) feet of any residence or other improvement now or hereafter constructed on said land without the consent of the owner thereof. Lessee shall have the right at any time within ninety (90) days after expiration or surrender of the lease of any part hereof to remove all of Lessee's property and fixtures, including the right to draw and remove all casing. Lessee shall restore the surface as nearly as practicable to its original condition upon expiration or surrender of the lease. 7. Lessee shall have neither the right nor the power to assign this lease, in whole or in part, to another party without the prior written consent of Lessor, Lessor may withhold its consent to any such proposed or attempted assignment for any reason or for no reason in its sole discretion. 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. Provided, however, this provision shall not apply to assignments that may be made to limited partners that Lessee may be required to make under limited partnerships Lessee may form to conduct operations under this lease. Also, this provision shall not apply to transfers of interest that result from mergers, acquisitions or sales of all of Lessee's assets and assignments to Lessce's corporate affiliates. 8. Whenever as a result of any cause beyond Lessee's reasonable control (such as fire, flood, storm, or other act of God, governmental law, order, or regulation, labor disputes or war) Lessee is prevented or hindered from exercising any of its rights hereunder, complying with any of the terms hereof or carrying out any of its obligations hereunder, and such prevention or hindrance occurs during the term hereof, either primary or extended, as the case may be, the obligations of Lessee hereunder (excluding only its obligation to pay royalties on actual production, and other monetary payments required or permitted by the terms of this lease), shall be suspended during the period of such prevention or hindrance and for ninety (90) days thereafter. If such hindrance occurs during the primary term hereof, the primary term shall be extended for a period of time equal to the period of such suspension and this lease shall remain in full force and effect during such period of suspension and during any such extension of the primaryterm. 9. In connection with operations for the production of oil and gas or either of them, Lessee may at any time or times pool or unitize this lease insofar as it covers the lands covered PDC Lease - Nov Lease 43.dot 2/18/2003 -2- 1111111111111111111111111111111111111111111111111111111 6230BB 03/18/2003 01:59P 81447 P567 M ALSDORF 3 or 6 R 38.25 D 0.00 GARFIELD COUNTY CO hereby, in whole or in part, as to any stratum or strata, with other lands and leases in the same area or field so as to constitute a unit or units whenever, in Lessee's judgment, necessary or advisable to comply with a law, rule, order or regulation of a governmental authority having jurisdiction, to reduce or prevent economic waste, to protect correlative rights, or to promote, encourage or accomplish the conservation of natural resources, by filing for record in the applicable county records an instrument so declaring. Upon production from any part of any such unit, Lessor shall be entitled to the royalties provided for in this lease on only that fractional part of unit production allocated to that portion of this lease included in such unit. Operations upon any such unit or production from any part of such unit shall be treated and considered for all purposes of this lease except payment of royalties, as operations upon or production from this lease. 10. The royalties hereinabove provided are determined with respect to the entire estate in leased substances and if Lessor owns a lesser interest therein or if this lease covers less than the entire estate in leased substances, the royalties to Lessor shall be reduced proportionally. Lessor makes no warranties of title to the leased premises, whether express or implied. Lessee at its option may purchase or discharge in whole or in part any tax, mortgage or other lien upon said land, may redeem the same from any purchaser at any tax sale or adjudication, and may reimburse itself from any royalties accruing hereunder and shall be subrogated to such lien with the right to enforce same. 11. Lessee agrees to defend, indemnify and hold harmless Lessor, its affiliates, and any employee, agent, contractor or other representative of Lessor and its affiliates, from any and all claims, demands, suits, fosses, fines, penalties, damages, liabilities, costs and expenses of every character whatsoever (including but not limited to court costs and attorneys' fees) arising out of or in connection with Lessee's operations on the leased lands. 12. If this lease has not sooner terminated, then effective as of five (5) years after expiration of the primary term this lease shall terminate as to all depths below the stratigraphic equivalent of the deepest depth drilled on the leased lands and as to all lands not included within a spacing unit producing or capable of producing oil or gas in paying quantities. In the event the area in which a well is drilled and completed is not spaced as per applicable state oil and gas regulations, then the lease shall be deemed to cover an approximate three hundred twenty (320) acre parcel surrounding and including the well location. Lessee shall file of record an appropriate release within thirty (30) days after the effective date of the termination. 13. At all times during the drilling, testing and completing of any well drilled on the leased lands or on lands pooled therewith, Lessee shall cause Lessor and its affiliates and the employees and agents of Lessor and its affiliates, to have access at their sole risk to the derrick floor and all facilities relating to the drilling of the well(s) and to receive all information relating to such operations including but not limited to daily drilling reports and logs, cores and samples obtained in connection with such operations the same as though Lessor and its affiliates were drilling the well(s). Notices of intent to spud, log and plug and abandon wells shall be famished to the following: ChevronTexaco Shale Oil Company Attn: J.T. Schmid, Jr., Manager 1111 I S. Wilcrest Dr. Houston, TX 77099 Upon written request, Lessee shall furnish all well information, including all reports, logs and samples to: ChevronTexaco Shale Oil Company Attn: Greg Brose 11111 S. Witcrest Dr. Houston, TX 77099 14. This lease 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. PDC Lease - New Lease b3.doe -3- a/ra120or 1111111 11111 1111111 111 111 111 Ill 111111111111111111111111 623088 03/18/2003 01159P 81447 P588 h PLSOORF 4 of 6 R 38.25 0 0.00 6 RFIELD COUNTY CO 15. Lessee shall obtain prior written approval from Lessor for each use of the surface that Lessee proposes to make under this lease, including but not limited to drill sites, access and surface reclamation plans. 16. Notwithstanding that Lessee may have obtained Lessor's approval under paragraph 15 to make various uses of the surface of the leased lands, Lessee's operations shall be subordinate to Lessor's right to conduct shale oil operations on the leased lands at any time in the future. If Lessor determines in its reasonable discretion that Lessee's operations will interfere with Lessor's shale oil operations, Lessee 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 Lessee's wells, gathering systems and other related facilities in order to eliminate an interference shall be home by Lessor. If any such change, cessation or relocation of facilities results in permanent loss of production, Lessor will compensate Lessee for same at the then fair market value of the Ieased substance. Effective January 1, 2018 and thereafter, Lessee agrees to change, cease or relocate its operations at its sole risk and cost, in order to eliminate an interference and Lessor shall have no obligation to compensate Lessee for lost production resulting from such elimination of an interference. IN WITNESS WHEREOF, this instrument is executed as of the date first above written. TAX T.D. 25-0527925 Social Security or Tax Number STATE OF TEXAS COUNTY OF HARRIS LESSOR CHEVRON U.S.A. INC. By: Its: Attorney -in -Fact LESSEE PETROLEUM DEVELOPMENT CORPORATION By: Its: The foregoing instrument was acknowledged before me this -day of 11/141 V14t' , 2003 by O. F. Baldwin 11 as Attorney -in -Fact for Chevron U,S.A. Inc. My Commission Expires: q r3bf 11Lt . Notary Public STATE OF wrssr VIRGINIA ) COUNTY OF 1lARRISC1I ) The foregoing instrument was acknowledged before me this 21st day of February , 2003 by Thomas E. Riley as VP Marketing of Petroleum Development Corporation. ommissi Expires: J e 2, 2009 Rids A. Clark PDC Lease- Ztcw lease 13.doc Notary Pub -4- Nota y Pu A R st Ylrp[nta PstEaineeB 6103stMaetfsx2 Belopepnrt, WV 26338 My commission expires Jane 2, 2009 2/18J20o3 1111111111111111110111111111111111111111111111111111 623089 03/18/2003 01:39P 31447 P589 11 RL6DORF 5 of 6 R 38.23 0 0.00 GARFIELD COUNTY CO EXHIBIT A OIL AND GAS LEASE (LEASE #3) Between Chevron U.S.A. Inc. and Petroleum Development Corporation Dated November 15, 2002 830150 -- EATON BASIC AGMT NO. 10 & 11 FEE T6S.1197W. 6th P.M. Midland #6 Section 13: NE/4; Midland #7 Section 13: SE/4; Midland #8 Section 13: SW/4; and Midland#9 Section 13: NW/4; containing 640 acres, more or ECM 830210 -- EATON BASIC AGMT NOi9 FEE T6S. R97W, 6th P.M. Community #2: W/2 E.12 of Section 12; containing 160 acres, more or less. 1[6700 — EATON BASIC AGMT NO. 8 (PRATT 11 & 121 FEE The Pratt No. 11 Placer Mining Claim comprising the NW/4, and the Pratt No. 12 Placer Mining Claim comprising the NE/4, all in Section 11, T6S, R97W of the 6th P.M.; containing 320 acres more or less. 830320 — C. H. DARROW FEE T6S, R97W, 6' P.M. Eureka Placer Mining Claire No. 21-2 Eureka Placer Mining Claim No. 21-3 Eureka Placer Mining Claim No. 22-4 Eureka Placer Mining Claim No. 22-3 Oklahoma Placer Mining Claim No. 6 Naomi Placer Mining Claim No. 2 Naomi Placer Mining Claim No. 3 Naomi Placer Mining Claim No. 5 containing 1,400 acres, more or less. Section 21: NW/4; Section 21: SW/4; Section 22: SE/4; Section 22: SW/4; Section 21: NE/4; Section 28: NE/4 NW4, S/2 NW/4; Section 28: NE/4; and Section 21; SE/4; 910370 — EATON BASIC AGMT NO. 8 (PRATT 7 & 81 FEE T6S, R97W, 6th PM. Pratt No. 7 Claim, embracing Section 11: 5E/4; and Pratt No. 8 Claim, embracing Section 11: SW/4; containing 320 acres, more or fess. 910390 — EATON BASIC AGMT NQ 7 FEE T6S, R97W of the 6th P.M. The Gem No. 1 Placer Claim, being the SFJ4 of Section 1; the Gem No. 2 Placer Claim, being the SW/4 of Section 1; and the Community No. 1 Placer Claim, being the E/2 of the 5/2 of Section 12; Plus T65, R97W of the 6th P.M. The Gem No. 3 Placer Claim, being the SFJ4 of Sec. 2; The Gem No. 4 Placer Claim, being the SW/4 of Section. 2; The Gem No. 5 Placer Claim, being Lots 9, 10, 15 and 16, Section 2; The Gem No. 6 Placer Claim, being Lots 11, 12, 13 and 14 Section 2; The Gem No. 7 Placer Claim, being Lots 9, 10,15 and 16 in Section 1; The Gem No. 8 Placer Claim, being Lots 11, 12, 13 and 14, Section 1; PDC Luse - New Lou 03.Uoc -5_ 2/1 812 0 0 3 1 111111 11111 111111 1111 111111 1111 111111 11 11111 1111 1111 623088 R338,250D30.00 g9P 81447 P590 SDDRF GARFIELD COUNTY CO The Gem No. 9 Placer Claim, being the south 40 acres of each of the Lots 5, 6, 7 and 8 (said 40 acre tracts being now re -platted and numbered as Lots 21, 22, 23 and 24) in Section 1; and The Gem No. 10 Placer Claim being the south 40 acres of each of the Lots 5, 6, 7 and 8 (said 40 acre tracts being now rc-platted and numbered as Lots 21, 22, 23 and 24) in Section 2. containing a total of 1760 acres, more or less. 910400 - R. L. EATON AGMT NO 3 FEE T6S, R97W, 6th P.M. Champion No. 5 Placer Mining Claim, embracing Lots 19 and 20 in Section 1, containing 36.04 acres, more or less. 830310 -D D. POTTER Nil FEE T6S,R97W. 6th P.M. Lots 1, 2, 3, and 4 in Section 33; and Lots 3 and 4 in Section 34; containing 329.38 acres, more or less. 830300 - D.D. POTTER #7 FEE T6S, R97W, 6t P.M. Denver No. 111 Placer Mining Claim, being SEJ4 of Section 28; and Denver No. H2 Placer Mining Claim, being SWl4 of Section 28; comprising 320 acres, more or less. 830290 - D.D. POTTER ##5 FEE T6S,R97W. 6 P.M. NW/4 NW/4 of Section 28; comprising 40.00 acres, more or less. END OF EXHIBIT A PDC Lcesc - New I.CtlbC #3.doc -6- 2118+2003 •Ifi Plait IA%11� filiPik 114 ;1 ingir 11 fIf Reception#: 715970 011 a2 5 52Rea Fee:526.00„Doc1Feeee:0.60 24 COUNTY CO MEMORANDUM OF GAS GATHERING AGREEMENT THIS MEMORANDUM OF GAS GATHERING AGREEMENT (this "Memorandum") is made and entered into as of December 28, 2006 (the "Effective Date"), by and between PICEANCE CREEK PIPELINE, LLC, a Delaware limited liability company ("Gatherer"), with an address of 1100 Louisiana, Houston, Texas 7002, and ENCANA OIL & GAS (USA) INC., a Delaware corporation ("Shipper_"), with an address of 370 17th Street, Suite 1700, Denver, Colorado 80202. WHEREAS, Shipper and Gatherer entered into that certain Gas Gathering Agreement dated December 28, 2006 (the "Agreement"), pursuant to which Gatherer will provide to Shipper Gathering 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 and Rio Blanco Counties, 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 are summarized in Sections 2 through 6 below. 2. Term. The term of the Agreement shall commence on December 28, 2006, and 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 arid conditions of the Agreement, Shipper has dedicated for Gathering and has agreed to deliver, or cause to be delivered, to Gatherer, at the Receipt Points, all of the Dedicated Gas, which includes: (a) all of Shipper's Gas produced from all Dedicated Wells located within the Dedicated Area more particularly described on Exhibit A attached hereto, subject to prior dedications and commitments and the limitations specified in the Agreement; (b) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated June 7, 2006, as amended from time to time, by and between Berry Petroleum Company, as "Shipper," and Shipper, as "Gatherer," which covers Sections 1- 36 of Township 5 South, Range 94 West; Sections 1-36 of Township 5 South, Range 95 West; Sections 1-36 of Township 6 South, Range 95 West; and Sections 1-4, 9-16, 21-28, and 33-36 of Township 6 South, Range 96 West, all located in Garfield County, Colorado; (c) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated August 24, 2006, as amended from time to time, by and between ConocoPhillips Company, as "Shipper," and Shipper, as "Gatherer," which covers parts of Sections 21, 22, 23, 27, 28, 29, 30, 31, 32, 33, 34, 35 and 36 of Township 4 South, HOUSTON: 022384.00036: 1 134552v 11 9' • -r • i't.' KIR miii.wrphiemezuggloilligl Reeeption4: 715970 01/25/2007 03:45:52 Ph 8:1888 P:0525 Jean Siberieo 2 of 5 Ree Fee:$26.00 Doc Fee:0.00 GARFIELD COUNTY CO Range 96 West; parts of Sections 25 and 36 of Township 4 South, Range 97 West; parts of Sections 2, 3, 4, 5, 6, 7, 8, 9, 16, 17, 18, 21, 27, 28, 33, 34, and 35 of Township 5 South, Range 96 West, all located in Garfield County, Colorado; (d) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated November 7, 2006, as amended from time to time, by and between Orion Energy Partners, L.P., as "Shipper," and Shipper, as "Gatherer," which covers the S/2SE/4, SEI4SW/4 of Section 7; S12, EI2NE/4 of Section 8; W/2W/2, SEI4SW/4 of Section 9; W/2, S/2SE/4 of Section 16; all of Section 17; Lot 4, E/2SW/4, SE/4NW/4, E/2 of Section 18 of Township 6 South, Range 91 West, all located in Garfield County, Colorado; and (e) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated June 29, 2006, as amended from time to time, by and between Berry Petroleum Company, as "Shipper," and Shipper, as "Gatherer," which covers portions of Sections 19, 20, 29, 30, 31, 32, 33, 35 and 36 of Township 5 South, Range 96 West; portions of Sections 5, 6 and 18 of Township 6 South, Range 96 West; and portions of Sections 1, 2, 11, 12, 13, 14, 21, 22, 28, 33 and 34 of Township 6 South, Range 97 West, all located in Garfield County, Colorado, subject to the potentia] release of 320 acres. 4. Covenant Running with the Land. So long as the Agreement is in 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 and its successors and assigns. 5. Gatherer Right of First Refusal. Subject to the terms and conditions of the Agreement, Shipper has granted to Gatherer a right of first refusal (the "Gatherer First Look") at the time of any proposed Transfer of all or any portion of two (2) parallel, twelve inch (12") diameter, approximately 44 -mile -long pipelines currently owned by Shipper and that extend from the area known as the White River Resource area southwest of Meeker, Colorado, located in Section 19, Township 1 South, Range 97 West, Rio Blanco County, Colorado, to northwest of Parachute, Colorado, located in Section 34, Township 6 South, Range 96 West, Garfield County, Colorado (collectively, the "American Soda Pipelines"), to purchase such American Soda Pipelines as are offered for Transfer by Shipper. 6. Shipper Right of First Refusal. Subject to the terms and conditions of the Agreement, Gatherer has granted to Shipper a right of first refusal (the "Shipper First Look") at the time of any proposed Transfer of all or any portion of that certain 36 -inch diameter, approximately 48 -mile natural gas gathering pipeline, known as the Piceance Creek Gathering System, located in Garfield and Rio Blanco Counties, Colorado (the "Piceance Creek Gathering System"), to purchase such portion of the Piceance Creek Gathering System as is offered for Transfer by Gatherer. 7. No Amendment to Agreement. This Memorandum is executed and recorded solely for the purpose of giving notice and shall not amend nor modify the Agreement in any way. [Signature Pages Follow] HOUSTON: 022384.00036: 1134 552v 11 r rrIllli liiliN hidEIRCI'HECI 11111 Reception#: 715970 01125/2007 03:45:52 PM B: 1808 P:0526 Jean A16erico 3 of S Rea Fee:$26.00 Doc Fee:0.00 GARFIELO COUNTY CO IN WITNESS WHEREOF, this Memorandum has been signed by or on behalf of each of the Parties as of the day first above written. ENCANA 01116(US A) INC. By: Name: ► e .4e1 PC v c' . ? 6 Title: V ? i Reg c er STATE OF ef)(0.("Y" a § COUNTY OF sw The foregoing,. instrument was acknowledged before me by I'm y A yepai , the OiCe f rie- d Lyt.c of EnCana Oil & Gas (USA) Inc., a Delaware corporation, on behalf of said corporation this e• $' day of DPS. , 2006. ROMA SaikeiiT Notary Public State of Colcm HOUSTON: 0221R4.0003G: 11.34552v11 4 Public in . d or the State of Colorado Aepi f'(4 - �� !!/ 90/2) • 11{11P:1 1111111+RMIiiif 4.1114Il111thiwlri "MCM'411111 Reception#, 715970 01/26/2007 03:45:52 PM 8.1898 P:0527 Joan Rlberico 4 of 6 Ree Fee:$26.00 Doo Fee:0.00 GARFIELD COUNTY CO STATE OF COUNTY OF T-etY-41 PICEANCE CREEK PIPELINE, LLC By: Enterprise Gas Processing, LLC, its sole member By: Name: 4-•,2", f Title: flame!.! 1% �lee /,�r'�k7 dt��/1� § The fore i��ng �inns^trument was acknowledged before me byA , i , the FgelthVeV rim+ f of Enterprise Gas Processing, LLC, a Delaware, 'ted liability company, as sole member of Piceance Creek Pipel' - LLC, a law a 1' ited liability company, on behalf of said limited liability company this, day of Ci , 06. N i tary P +bile in and for the State of Texas AFTER RECORDING RETURN TO: Carolyn P. Varela Locke Liddell & Sapp LLP 3500 JPMorgan Chase Tower, 600 Travis Houston, TX 77002 HOUSTON: 022364.00035: 1134552 v 11 Eil kt i' i 14 11 rlM rlf ilr7 'Inl nfiC H1l Ill Receptlona: 715970 51of552Rec 03:45;52 PPS DociFee:0.002GARFIELDICOUNTY CO LIVEN ',Mar r.'rr-r1:'. t•r,.,..:'r.w.•,•.••••• :SNIT W 4199W -'Imairr ■i■itimmuuusuu ammommiSSIMMIN mM :lrin'w ux1 'lefiv»!" r■■■it!4I. M■ � MrrMrMil■■im■ °H M: ■e rr ,1'wwwmommwm 11:' IWMOM 11:111=1102 ssfarw 081WW 194W 55192w a9191w JR#rW IJ¢00M 1111111111111 CM- .1111121:1=1Egni:Nroir MM igiir y _ .6 �yI ,Iii 0!1 .liy #11 1- - i:.: -Y -t ■' ■ ■ mom A■■ . r I ■ t. �r _'a _ r • led r - hii Wroh'` .,�i� .1551� ai■■�.Yri� ■_ ,411 w i r r4�i 1'r�;Rr` 213,1_■ �a Tie ., 1 � I N ,r ! ■ ' ! - LIJ ��131 l P ih : c:0 s0 'f- 1I=1 4-4 •o .w • W a&rIW r: u. 0a0aW 16/0 N'CO=1121 as iwA JQ r J jj 081MW &stow 0500W +NAW 10 101 w 005 Oa *01010 COIN9 10.191W 1681010 009100/ 10a101w 118100W 1241 W 1%310110 125100W 139101 W 139 f01W 148107W Na000w fla foiw 041100W US 99W1 13510110 101109W feeond ry ©,wl° Qpigq anw L. na ow1. o -.e wears C=Intanwowil.e. WiMora Aw ,mer., Rana 9641W 1-5 N.BaF W 8 r& W +a+x10 +anw ■N 4.1 4iti. 1OSHW *Ilia, k • !;tur■r aris10 Q }Wii 10.1..c71 l4U■r■ ■0U LUta iIIIUUILiX Z\11, AMMO MOM wri 11�� A Trim MIMI Aim fs 1 iii.Mair M■WN �1m 1 0110 RMiIa� x■■ r 1111 ■ii■al■111111 y ...�•f f 11 I I 1010 . i Y r 1Ie■�IaiRiF�■�r ��1i VI 1ANI. ril, w _ 1010 •��w4 rCOMIiiiii� y 1 a 41Mir■■■ ■!■■■■■■!•mumEM ■ ■ ■MJO rr rar■r■■ a■■�1a■aom o■,l.■wm yi r■■■■rr ■■r■■■I 0i r ■ ■■■rwltr■■is■l • .*i .: 1111 NI PIIIMPtitittiliLlehiltInnliai 11111 Reoeptient: 753222 07/29/200D 01:82;32 P11 dean R16erloo 1 of $ Rev F•+:$41,00 Doo Fee:0.00 GARFIELD COUNTY CO MEMORANDUM OF FIRST AMENDED AND RESTATED GAS GATHERING AGREEMENT THIS MEMORANDUM OF FIRST AMENDED AND RESTATTD GAS GATHERING AGREEMENT (this "Memorandum") is made and entered into this 2? f day of July, 2008, but effective as of December 28, 2006 (the "Effective Date"), by and between ENTERPRISE GAS PROCESSING LLC, a Delaware limited liability company ("Gatherer"), with an address of 1100 Louisiana, Houston, Texas 77002, and ENCANA OIL & GAS (USA) INC., a Delaware corporation ("Shipper"), with an address of 370 17th Street, Suite 1700, Denver, Colorado 80202. WHEREAS, Shipper and Gatherer entered into that certain Gas Gathering Agreement dated December 28, 2006 (the "Original Agreement"), pursuant to which Gatherer provides to Shipper Gathering for the Dedicated Gas and Shipper IT Gas; and WHEREAS, Shipper and Gatherer entered into that certain First Amended and Restated Gas Gathering Agreement dated July Z, 2008, but effective as of December 28, 2006 (the "Agreement"), pursuant to which (1) the Original Agreement was amended and restated in its entirety and replaced and superseded by the Agreement; and (ii) Gatherer will provide to Shipper Gathering for the Dedicated Gas and Shipper 1T 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 Delta, Garfield, Gunnison, Mesa, Moffat, Pitkin and Rio Blanco Counties, 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 are summarized in Sections 2 through 6 below. 2. Term. The term of the Agreement shall commence on December 28, 2006, and shall continue in full force and effect for so long as Shipper andlor its Affiliates and/or any of their respective successors or assigns own arty Interests in the Dedicated Area. 3. Dedication, Subject to the terms and conditions of the Agreement, Shipper has dedicated for Gathering and has agreed to deliver, or cause to be delivered, to Gatherer, at the Receipt Points, certain Gas, produced from the Dedicated Area (being more particularly described on Exhibit A attached hereto), including, without limitation, the following: (a) Gas produced from Dedicated Wells which is attributable to the interests in such Dedicated Wells which are owned by EnCana and/or its Affiliates and their respective successors and assigns, subject to prior dedications and commitments and the limitations specified in the Agreement; HO1J:OO2238410000S:1340431v1 1 VIII i .11111110.111 1.11/21tHil 441VNICKIi11 1111 Receptlonli: 753222 07!25!2008 Di:52:32 P{1 Jean Alberloo 2 of 8 Rec Aees$41.00 Doo Fee:0.00 GARFIELD COUNTY CD (b) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated June 7, 2006, as amended from time to time, by and between Berry Petroleum Company, as "Shipper," and Shipper, as "Gatherer," which covers Sections 1-36 of Township 5 South, Range 94 West; Sections 1-36 of Township 5 South, Range 95 West; Sections 1-36 of Township 6 South, Range 95 West; and Sections 1-4, 9-16, 21-28, and 33-36 of Township 6 South, Range 96 West, all located in Garfield County, Colorado; (c) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated August 24, 2006, as amended from time to time, by and between ConocoPhiliips Company, as "Shipper," and Shipper, as "Gatherer," which covers parts of Sections 21, 22, 23, 27, 28, 29, 30, 31, 32, 33, 34, 35 and 36 of Township 4 South, Range 96 West; parts of Sections 25 and 36 of Township 4 South, Range 97 West; parts of Sections 2, 3, 4, 5, 6, 7, 8, 9, 16, 17, 18, 21, 27, 28, 33, 34, and 35 of Township 5 South, Range 96 West, all located in Garfield County, Colorado; (d) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated November 7, 2006, as amended from time to time, by and between Orion Energy Partners, L.P., as "Shipper," and Shipper, as "Gatherer," which covers the S/2SE14, SE/4SW/4 of Section 7; S/2, E/2NFJ4 of Section 8; W/2W/2, SE'4SW/4 of Section 9; W/2, S/2SE/4 of Section 16; all of Section 17; Lot 4, E/2SW/4, SE/4NW/4, E/2 of Section 18 of Township 6 South, Range 91 West, all located in Garfield County, Colorado; (e) Gas delivered to EnCana under the terms of that certain Gas Gathering Agreement dated February 1, 2007, as amended from time to time, to be entered into by and between West Hawk Energy (USA) LLC, as "Shipper," and EnCana, as "Gatherer," which covers Sections 10, 11, 12, 13, 14, 15, 23 and 24 of Township 4 South, Range 99 West, all located in Garfield and Rio Blanco Counties, Colorado; and (1) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated June 29, 2006, as amended from time to time, by and between Berry Petroleum Company, as "Shipper," and Shipper, as "Gatherer," which covers portions of Sections 19, 20, 29, 30, 31, 32, 33, 35 and 36 of Township 5 South, Range 96 West; portions of Sections 5, 6 and 18 of Township 6 South, Range 96 West,; and portions of Sections 1, 2, 11, 12, 13, 14, 21, 22, 28, 33 and 34 of Township 6 South, Range 97 West, alI located in Garfield County, Colorado, subject to the potential release of 320 acres. 4 Covenant Running with the Land. So long as the Agreement is in 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 and its successors and assigns. HOU:0022384100005:1340431 v 1 Ill P17I .N11.1+G1,14I,Ir rEiklqti.leH 11111 Rtcaption#: 753222 07!2912009 41:52:32 PM ,loan Alberico 3 of 8 Roo Faa:S41.00 Doo Fee:0.00 GARFIELD COUNTY CO 5 Gatherer Right of First Refusal. Subject to the terms and conditions of the Agreement, Shipper has granted to Gatherer a right of fust refusal at the time of any proposed Transfer of all or any portion of two (2) parallel, twelve inch (12") diameter, approximately 44 -mile -long pipelines currently owned by Shipper and that extend from the area known as the White River Resource area southwest of Meeker, Colorado, located in Section 19, Township 1 South, Range 97 West, Rio Blanco County, Colorado, to northwest of Parachute, Colorado, located in Section 34, Township 6 South, Range 96 West, Garfield County, Colorado (collectively, the "American Soda Pipelines"), to purchase such American Soda Pipelines as are offered for Transfer by Shipper. 6 Shipper Right of First Refusal. Subject to the terms and conditions of the Agreement, Gatherer has granted to Shipper a right of fust refusal at the time of any proposed Transfer of all or any portion of (i) that certain 36 -inch diameter, approximately 48 -mile natural gas gathering pipeline, known as the Piceance Creek Gathering System (as defined in the Agreement), located in Garfield and Rio Blanco Counties, Colorado, (ii) that certain twenty-four inch (24") diameter, approximately twenty-six (26) mile natural gas gathering pipeline, known as the Great Divide Gathering System (as defined in the Agreement), located in Garfield County, Colorado, provided that the Parties consummate the Acquisition, (iii) that certain twenty-four inch (24") diameter, approximately twenty- two (22) mile natural gas gathering pipeline, known as the Collbran Valley Gathering System (as defined in the Agreement), located in Garfield and Mesa Counties, Colorado, provided that Gatherer constructs such system, (iv) if constructed by Gatherer, that certain twenty-four inch (24") diameter, approximately eighteen (I8) mile natural gas gathering pipeline, known as the Vega Gathering System (as defined in the Agreement), located in Mesa County, Colorado, provided that Gatherer constructs such system, or (v) any related compression or other equipment that may be installed in the future by Gatherer to Gather Dedicated Gas (collectively, the Gatherer Facilities") to purchase such portion of the Gatherer Facilities as is offered for Transfer by Gatherer. 7. No Amendment to Agreement. This Memorandum is executed and recorded solely for the purpose of giving notice and shall not amend nor modify the Agreement in any way. [Signature Pages Follow] HOU:0022384100005:1340431v1 i i •iii nillillirlifiliMINIANWIPM 1101 Reception#: 753222 07/29/2006 01:62:32 P14 Jean ASbaricc 4 of B Roo Fae:$41.00 Ooc Fea:0.00 GARFIELD COUNTY CO IN WITNESS WHEREOF, this Memorandum has been signed by or on behalf of each of the Parties as of the day first above written. ENCANA OIL & GAS (USA) INC. By. .. Name: Peo,h V. Prie1li 4/ Title: V t C.e.. iNt a.e.v t - STATE OF COLORADO CITY AND COUNTY OF DENVER. The foregoing instrument was acknowledged before me by Dehri V. PN,r[ c t(, , the V +c -e- -P rc s +dam of EnCans. Oil & Gas (USA) Inc., a Delaware corporation, on behalf of said corporation this d Imo} day of duly, 2008. HO1J:0022384/00005:1340431x1 No y Public in and for the State of Colorado JUDITH B. SISNEROS NOTARY PUBLIC STATE OF COLORADO My Commission Expire' 03/17/2012 Reception$: 753222 07129!2009 01:52.32 PM Joan Albsrioo 5 of 8 Ree Fee:S41.00 Doc Fee:0,00 OPRFIELD COUNTY CO STATE OF COLORADO CITY AND COUNTY OF DENVER 1 ENTERPRISE GAS PROCESSING, LLC By: Name:i1 IPt Title: C 1kL& + § § The foregoing instrument was acknowledged before me by G ;1 12� d'fK� , the Sr. V ,cc - P rc,s bde-->t- of Enterprise Gas Processing, LLC, a Delaware limited liability company, on behalf of said limited liability company this a,1 it day of July, 2008. Attach: Exhibit A - Dedicated Area HOU:0022384100005:1340431v1 Public in and for the State of.1sas Co (ot G Lo JUDITH B. SISNEROS NOTARY PUBLIC STATE OF COLORADO My CornFnlss[on Expires 03/17/2012 1111 II% 1 7411,1410iiillat i r 111:11 Ikaii If ill Recept 1 on11: 753222 07/29/200B 01:52:32 PM Jean Alberico 6 of 8 Mac Fee:641.00 Oao Fee 0.00 GRRFIELD COUNTY CO piwca sn u.aaaaµax41.4441+►r aNro:w '6N>'0lfv� ¢NfaaW.�1H1•,W, ' iwr°°w lHolikr°dw v. -paw •' .:.1 { •ase*;: !MOW' +r�iaiw ' {4'wi6' :Wi.w .'aiyOW HD'4K • igpew-Iip` /14; I4.${` i •l{!.s'Rfiw,. '!0010 -1060 -4.0-04' i"__I• • '.i. I.., S....1-1:11 .' .. j:.............- .`-i-L-yi�.t..1 t1il•�i41 , i ;. Va.f..'.tH,.!J.._. rbw :1i:w 7sxir isi•n5iI -i.; - .} .11. `s Nu.•:sr_Y..., -. • � ..; 1 j1I:HtrH•!rS.aS i ! 1. d ak .rHls K It 'i.W: ti1 .,•c►% ii'HieN,-i,woiflf,- ' , ;L;':•N^ ••` ,., 121.1 .1-,-. N) ry �r [ �.. i. ri, I ., . 1 t i S !J::„1:1 -_i a i 1 •: ,•:;.'• 'YiP . !..! a: - [:....:. .! f i-.1. 1 + ' I. 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Rq riCkna DEDICATED AREA EXHIBIT A 1111 ittlin1i' 1 1111Gi.141,l.1I1/41161416`II611 "titin dill RecoptionA: 753222 07129/2038 01;52:32 P11 Jean RlberlCo 7 01 8 Rao Fee $4S.00 Doc Fe8;0.00 CRRFIELD COUNTY CO T1N R9OW T1 N R9I W TIN R92W 71N ROW TIN R91w 114 ROW 1114 ROW TIN R61W 71N ROW TIN ROW 71N R100W TIN R92W T2N R93W 1114 R64W T2NR86W T2N R3SW 72N ROW T2N ROW TIN R98W 12N R 100W 13N R82W T3N R93W T3N R94W Tay ROW 73H R96W 73N R97W T3N MAW T3N R99W T3N RIOOW 1181199W T18 ROW 718 WIN/ 7181192W T18 R93W T181194W TIS R96W T13 Rom 1181197W rill ROW T15 R96W 115 RIM T28 Re9W 125 MOW 128 ROW cls R92W 128 RAM 7231 4W 728 R96W 128 MAW 72S ROW 729 R68W 723 R69W 128 R100W 738 UMW 138 ROW Tee R91 W 138 ROW Tis R93W 138 R34W T38 ROM 133 1195W TSS R97W 738 ROW las R99W T35 R100W 1.38 secrets 1- 38 sections 1- 36 sections 1 •36 sadism 1- 36 sections 1-38 sections 1.30 eec6fln 1- 38 section: 3- 38 sections 1- 38 sections 1- 36 sections 1.30 esetons 1- 38 sections 1- 38 sectors 1.36 sec6tsu 1- 38 sections 1 - 36 sections 1-36 sedans 1 .36 sections 1-38 sections 1.38 sections 4 - 38 sections i - 30 sections 1- 36 sections 1.35 mains 1- 36 sections 1.38 sections 1.38 saarons 1- 30 sections 1- 36 sadism 1.36 sections 1.38 sections 1- 36 sections 1.36 swains 1- 36 seWons 1 -36 sections 1 -30 *octroi* 1 - 38 sections 1 - 36 sections 1 •38 sections 1 -38 sections 1 - 38 sections 1- 36 motions 1- 38 sealant; 1.36 sedum i - 36 sections 1-36 sections 1 -38 sections 1.38 sections i . 38 sections 1- 38 sections 1- 38 sections 1- 3,13.16, 22 - 27,34 - 30 sections 1-s8 segos 1- 36 sedlme 1 -36 sections 1- 38 *edicts 1.98 sections 1.38 se Wont 1- 30 sections i - 38 sections 1 - 36 Sections i -36 sections 1-38 seams 1-3.10-15, 22.27, 34.36eac60ne 7461189W 748 R90W 748 ROW 748 ROW 748 ROW 7481134W 745 ROW 748 ROM 7481187W T48 R68W T48 MOM 148 R106W 14811101W 758 ROW TOB RDOW TES ROW T5S ROW T5S R93W 168 R24W TSS ROW TES ROW T58 Re7W 763 ROW T5S ROW T58 R100W TEs R181W 768 R89W 788 ROM T88 R61w T68 ROW TES R93W Tea RO4W T68 ROW T681195w 168 R97W 768 ROW T65 ROW 168 MOW TOSR101W T63 R102W res RS2W 178 WNW 178 R2IW 176'R62W 178 ROW 178 R94W 178 R9SW 178 ROM 1791187W T78 R96W 178 ROM 778 R100W 17811191W T78 R102W 788 ROW T881193W T8$ R62W 788 R9OW TBS R94W 788 R95W TSS MOW 1118 R67W 188 R38W TSS ROW 1138 MOW 768 R101W 108 R102W 1.36 w8#ons 1- 3E mikes t • 86 sections 3.35 sedoa t - 36 sections 1.30 mews 1- 38 &.mons 1- 36 *Mims 1-38 sections 1- 38 sections 1- 36 sections 1.38 .scions 1- 38 Nelms 1- 36 sections 1.38 sedans 1- 38 .edbne 1- 38 sections 1- 36 sections 1.38 odors 1.38 sections 1.38 sections 1.98 sections 1-36 sections 1.38 sections 1.36 sedans 1.36 sections 1.30 66c3als 1.38 section 1- 38 section 1- 38 lesions 1-36 sections 1-38 seam 1-38 seams 1-38 WWI 1-30 asctlons 1- 36 sections 1- 38 sedans 1- 30 sections 1-38 Saclioes 1-98 sections 1-30 aoc8om i - 30 sedans s - 38 sections 1.38 sectors 1-30 sections 1-38 :swats 1-38 sections 1.38 section 3.38 secOo8s 1-38 sections t -3a $080q 1- 98 sags sit 1- 38 .i jugs 1- 38 *ions 1- 38 sections 1- 36 sections 1- 36 section i - 3113 sailors 1-38 sections 1- 38 sections 1.98 sections 1.38 sections 1-38 sections 1-98 sections 1-36 sedl08* 1-39 sections 1-38 sedtrts Parsee 9 of 765 ROM TOS R91W 785 R92W TOS ROW T98 R61W 105 R8EW T98 RPM 166 ROW T66 ROW TOS R99W TOS RIOOW T98 R101W 798 R102W T2N R2W T19$ R89W T1OS R90W T10S R9f W 7165 R62W T108 R93W T108 ROW 1103 R95W T10S R90W T1OS ROW T108 ROEM 1105 ROW 710-9 11100W TtQSR101W T115 R89W 1115 ROOW 1118 11111W 1119 ROW 1115 R69w T11S RD4W 7115 RIMY 1118 R96W 1118 ROW T116 R98W T11S R96W 712.5 ROW T128 MOW 1128 1181W T128 ROM 7128 RO3W 1126 R94W 7126 RBSW 1128 ROW 1128 R67W 1128 R96W 1-36 seders 1- 36 geckos 1.38 sections t . 38 sections t • 36 sections 1- 38 soden& 1-30 OOdicne 1- 36 seam 1- 38 sac110ns 1.38 sec9cns 1- 36 sections 1- 35, 22.27, 34.36 sections 1.14 secEoos 1 -38 sections 1 •38 sections 1 . 38 sections 1-36 sections 1.35 seaam. 1-38 wakes 1.33 seam 1 •38 6600e* 1 •36 salons 1- 36 *scions 1- 36 sec1em 1-16,22-27,34 -30 668110415 1-12 sections 1- 3,10.12 sections 1- 38 sections 1-30 section 1 -38 sections 1- 38 motions 1-36 .emon. 1- 30 eec0coi 1- 38 .ecllepe 1- 36 sections f • 30 sections 1.14, 23.26, 33-33 t •2, 11-12 1 •36 sections t-38 sections t - 30 sectio a 1- 36 6681083 1- 38 sections t • 38 sections 1.38 sections 1.96 sections i - 96 sections 1.2,13.14,23-20, 35, 38 sections DEDICATED AREA LEGAL DESCRIPTION EXHIBIT A 11111*1■lfl[7ilhilA7i1 ' •" �i l{ i 11111 Receptiongt 79222 4712912008 91:62:32 PP1 Jean Alberleo 8 of 8 Rao Fee:$41.e9 Doo Fee:0.83 GARF1ELD COUNTY CO 7111 R90W TMNRow 71 N RS2W TiN R83W T1N ROM TtN R96W T1N MOW 7111 R97W 71N RDOW T1N MOW 71N R100W T2N RD2W T2N R83W T2N R94W T2N R95W T2N R96W T2N R67W T2N R98W T2N ROW UN MOW 73N R92W T3N RPM 73111194W T9N R96W T3N ROM T3N RO7W T3N R98W T3N RPM T3N R1OOW 716 ROW 718 MOW 718 RO1 W 718 RB2W 718 RC3W T16 RD4W 718 R35w 718 ROW 71311717W TIS R68W 718 R98W 718 R100W 128 RB9W 728 R98W 728 R91 W 728 ROW 728 RO3W T28 R94W 779 R9OW T28 ROW 723 R97W 728 1198W 128 RO9W 128 R10OW 738 RBCW 733 ROOW 738 RO1W 738 R92W 738 RAW T38 R94W 738 ROW T39 R6OW 7398 7W 73.5 R98W 738 R9OW T33 R100W 1.36 sections 1-36 sections 1- 38 sections 1- 36 sections 1- 36 sections 1- 38 sections 1-38 sections 1- 36 sections 1-38 iectiOne 1- 38 sections 1.36 sections 1 -38 sections 1 -38 :scans 1- 38 sections 1-36 seottans 1 •38 sections 1 -38 sections S - 36 sections 1 -38 sections 1 -36 sections f - 38 seams 1 - 90 sections 1- 36 sectors 1- 36 sailors 1-36 soatlons 1-38 sections 1 - 38 sections 1 -36 sections 1-36 sections 1-30 sectors 1- 36 sections 1 -38 sections 1 -36 sections 1 .36 sections 1 -38 sections 1 -38 seldom 1 - 38 sections i - 36 sections 1- 38 sections 1- 36 sections 1- 38 section 1- 36 sections 1 - 38 sections 1-36 sections 1 -38 sections 1 -36 sections 1-36 secUcns 1- 36 sections 1- 38 sections 1- 36 section 1 - 38 sections 1 - 36 sections 1 - 3, 10. 16.22 - 27.34 - 38 sections f - 38 sections 1 - 39 sections 1- 36 sadism 1-36 sections 1.30 secllons i - 36 section 1 - 38 sections 1- 38 metro's! 1- 36 sections 1- 38 sections i - 38 sections 1 - 3,10 - 16, 22 27, 34 - 38 sections T49 ROW T48 R6OW 748 R51 W 148 R92W 7481103W 749 R94W 148 RCSW T48 RC6W T4S RCMW T48 RAW T4$ ROSW 74811100W 748 R101 TNS USW 168 RCOW T68 Re1 W 768 Re2W 758 MOW T6$ R94W T5$ ROW 753 R9OW 758 R97W 76S ROOW 768 MOW • 768 MOW T66 R1 O1W 168 R89W 168 MOW T68R91W TMS R92W T88 R90W T08 R94W 768 maw 768 RIM TOS R97W T63 R98W 768 R99W 763 R16OW 769 R101W T88 RIO2W 778 ROM 178 ReOW T7S Rem T78 R82W 778 RO3W 778 R94W 778 ROM 178 ROM T78 R97W 178 R98W T78 RSSW T7S R10OW 173 R101 173 R102W 188 R89W 783 1101W 78811132W 188 R93W 788 R94W 769 ROM TBS MOW T8$ R9TW T88 RQOW 788 ROW 78911100W T8S R101W T68 R102W 1-36 sedlo,a 1-36 sectors 1 -38 sections 1.36 sections 1.36 sections 1- 36 sections 1- 38 sections 1- 36 section 1- 38 sections 1 -38 sections 1- 38 sadism 1 -36 sections ! - 36 sections 1.38 section 1.36 sections t - 36 sections 1.38 sections 1.39 sellas 1- 36 section 1-36 seclloro 1 -36 secllau 1-36 seams 1 - 36 section 1- 36 sections 1.38 teams 1- 38 section 1- 36 sections 1.38 sections 1- 36 sections 1- 30 ssd[ans 1- 38 racoons 1- 30 sections 1 - 36 sections 1-36 awl= 1- 36 sections 1 •38 sections 7 -38 sections 1.36 sections 1- 38 sectios 1 - 38 sections 1- 38 sedans 1- 38 sections 1-30 sections 1.36 sections 1- 38 sections 1- 38 sadism 1-38 ssc4(om 1 -36 sections 1 -36 sections 1 -38 melons 1-38 sections 1-36 sscdot 1- 38 slam 1- 39 sections 1- 36 sections 1 - 36 sections 1- 38 sedtalle 1- 30 sections 1- 36 section 1- 36 aeatlans 1- 36 sections 1- 36 sections 1- 38 sections 1- 36 segbne 1-36 sections 1-30 sections 1.38 sections 1991188W TSB 1191W 79$ R92W Tee R93W TSB RO4W 788 R95W 798 MOW T98 RD7W 108 RIOW 798 RAW Tee Ri00W 1139 R101 W T88 R102W 12NR2W 7109 MOW 7103 RCOW 7103 USW 7103 R92W 71031163W 7103 RC4W 71031195W 7169 RSOW 7108 R97W 710$ RC8W T10$ R99W 7108 R10OW T108R101w 71i8 R89W 7118 ROOW 7113 RAW 7118 R92W 71181163W 1118 RC4W 7118 R95W 7118 R9eW 7118 R97W 7118 RSOW 7118 now 7128 R89W 1128 RUWY T128 ReIW 7128 RD2W 7128 RO3W 7128 Re4W 7428 ROW 7128 MOW 7128 R97W T128 RBBiN f - 38 sections 1 - 38 ssc9or4 1-38 sections 1- 38 seams 1.38 sections 1-36 section 1- 38 sections 1.36 swam 1.38 sections 1 -36 sections 1- 30 sections 1-15,22-21,34-36moans 1-14 setuans 1 - 38 sections 1-38 ssdons 1-36 motive 1-38 section 1 •38 sections 1- 38 sections 1- 36 sections 1 -38 sections 1- 36 sections 1 -36 sections - 36 sections 1-16,22-27,34-36 sections 1-12 wawa 1-3, 10-12 sections 1 -36 sections i - 36 sections 1- 38 sections 1.38• sectons 1 -38 sections 1.38 sections 1-36 sections 1-38 sections f -36 sections (-14,23-20,36-38 1.2,11.12 1 -38 sections 1- 36 sections 1-30 sections 1-36 sections 1.36 sections 1 -36 sections 1- 30 sections 1-36 sessions 1- 38 sections 1.2,11-14, 23 - 29, 36, 38 ecotone DEDICATED AREA LEGAL DESCRIPTION EXHIBIT A i f 1111111ii111If11f 1i11t1ii 1111i1n 11111 i i 11111 Iii 111 709687 10!2512006 11: 56F1 81856 P380 Fi RI.SrlSORF (g,5823390 1 of 10 R 51.00 0 0.00 GARFIELD COUNTY CO PIPELINE EASEMENT AGREEMENT STATE OF COLORADO ) cowry OF GARFIELD ) THIS PIPELINE EASEMENT AGREEMENT, made this L day of September, 2006, between Chevron U.S.A. Inc, a Pennsylvania corporation, with offices at 11111 S. Wilcrest Dr., Houston, Texas 77099, hereinafter referred to as "GRANTOR" and EnCaaa Oil & Gas (LISA) Inc., a Delaware corporation, with offices at 370 17th Street, Suite 1700. Denver, CO 80202, 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 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 hereby grants to GRANTEE, subject to the terms and conditions hereof, the following easement; A. A pipeline right-of-way in certain parcels situated commencing in Section 36, T5S•R96W, Sections 4, 5 and 6, T6S-R96W, and Section 1, T6S-R97W, of the 6th P.M., Garfield County, Colorado and is rnoro particularly described in Exhibit 'A", which is attached to this Agreement. This right-of-way is twenty-five feet (25') 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 laying, constructing. operating, inspecting, maintaining, repairing, replacing, and removing one twelve inch (12") pipeline (with valves. meters, fittings, appliances, and related facilities), for the transportation of natural gas and associated liquids and gases, and one eight inch (8") pipeline (with valves, meters, fittings, appliances. and related facilities), for the transportation of water, hereinafter referred to as "the pipeline", over and through the land described in Exhibit "A" hereof, hereinafter referred to as the "Easement Am," 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 does not include agricultural, farming, ranching or hunting rights. During the period of initial pipeline construction, GRANTEE shall have the right to use an additional strip of land thirty (30') feet in width along and on either side of the easement and right of way described in this paragraph, except where Grantee's activities will interfere with irrigation ditches, streams, or creeks. If GRANTEE falis to complete construction of its pipeline in the right-of-way granted herein within six (6) months from the date of this Agreement, this Agreement will terminate immediately. GRANTEE shall provide GRANTOR an as built survey of the pipeline as constructed in GRANTOR's Easement within two (2) months of completing construction in GRANTOR'a Easement. i 41111 uui 1111111 11111 iii imiii lull iii uiu ilii iui -_ _ 709687 10/25/2006 11:56R 83856 P390 11 ALSDORF 2 of 10 R 51.00 D 0.00 GARFIELD COUNTY CO The above described grants of easement are for the sole purpose of laying, constructing, operating, inspecting, maintaining, repairing, replacing, and removing one twelve inch (12") pipeline (with valves, meters, fittings, appliances, and related facilities), for the transportation of natural gas and associated liquids and gases, and ane eight inch (8") pipeline (with valves, meters, fittings, appliances, and related facilities), for the transportation of 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 does not include agricultural, farming, ranching or hunting rights. 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. Thie Agreement is made subject to alI 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 concerning 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 thcreof for exploration, mining, oil shale development, oil and gas development, farming, ranching and land development, 8. GRANTER 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 atones, holes, or piles of dirt which would interfere with farming, ranching and/or other operations thereon. An 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 successthlly 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 ail 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, tipon completion of any pipeline construction, replacement, substitution, relocation, or removal activities permitted hereunder, GRANTEE shall grade all permanent roads on GRANTOR's lands which were used in connection with said activities. 2 111111 11111 ililhif 11111 1111111111 111111111111111111111 709687 10/25/2006 11:568 B1856 P391 M ALSDORF 3 of 10 R 51.00 D 0.00 GARFIELD COUNTY CO 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 shalt be buried a minimum of eighteen (18) inches below the ground 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 Basement 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. All culverts and buried irrigation system pipelines damaged by the activities permitted hereunder shall be replaced by GRANTEE immediately upon completion of the activity. I. 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. .1. 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. 3. TERM OF' AGREEMENT. This Agreement shall be effective for a period beginning September le, 2006 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, unless terminated or canceled prior thereto in the manner provided for herein. 4. PAYMENTS. GRANTEE shall pay to GRANTOR a payment in the amount of one thousand five hundred dollars ($1500) 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 fust of such annual payments shall be in the amount of one thousand five hundred and seventy five dollars ($1575). Said annual payment shall thereafter increase by Five percent (5%) 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 GRANM heresmder 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 111111 ILII 1111111 11111 ill 1111111111111ll 11111 1111 III 709687 10/25/2006 11 :56A 81856 P392 11 ALSDORE 4 of 10 R 51.00 D 0.00 GARF IELD COUNTY CO of the Easement Area. Said payment shall reference this Agreement's QLS as found at the top of page ane of this Agreement. 5. USE OF EASEMENT AREA. A. All activities permitted under this Agreement shalt be performed and conducted in a careful, safe, and workmanlike manner, and in such maturer as will not interfere with GRANTOR's and GRANTOR's lossees', licensees', and permiteec' 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 Gt.ANTEE's planned construction activities to all persons holding any rights, licenses, permits, easements or teases 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 Arca, 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 GRAN'EE'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. 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. SU B IND SH Y EVE THE EVENT OF AN INDEMNITEE'S OWN NEGLIGENCE. WHETHER SUCH fEQLIGENCE IS SOLE. COMPARATIVE, CONTRIBUTORY, CONCURRENT. ACTIVE, OR..PASSIVE, AND REGARDLESS OF WHETHER14I0_,I.,BDLITILLVITHOUT Fil,ULT IS IMPOSED OI; SOUQHT TO BE IMPOSED ON ONE OR PORE OF THE INDEMNITEES. THIS 4 1 111111 11111 1111111 1111 Ill 1111111 11111 11111111 1111 1111 709687 10/25/2006 ,11156A 131856 P393 11 ALSDORF 5 of 10 R 51.00 D 0.00 GARFIELD COUNTY CO INDEMNITY SHALL NOT APPLY TO THE EXTENT THAT IT IS VOID OR OTHERWISE UNENFORCEABLE TENDER 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. 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 $1,000,000 per occurrence. B. Comprehensive or Commercial General Liability Insutanee (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 $,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 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 top of page one of this Agreement and shall be provided to GRANTOR prior to GRANTEE exercising any of the rights granted herein. S. 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 GRAN TEE'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 GItANTBE's pipeline and associated facilities and operations on the Easement Arca. 9. TERMINATION. A. In the event of any default by GRANTEE in its obligations hereunder, GRANTOR may deliver to GRANTEE written natico specifying the default. If the default remains uncorrected for a period of thirty (30) days 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. 5 1111111 11111 1111111 1111111111 11111111 11111 11111111 709687 10/25/2006 11:568 B1856 P394 M A1.SDORF 6 of 10 R 51.00 D 0.00 GARFIELD COUNTY CO at any time after GRANTEE begins construction of the pipeline, GRANTEE fails to use the Easement Area or any part thereof for the purposes provided hereunder for more than ane hundred eighty (18D) 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. 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 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 shalt 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 alI interest of GRANTEE hereunder as to that portion, subject to GRANTEE's obligation to rernove its property within six (6) months of sueh termination. E. Termination shalt 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 GRANTOR. Subject to the foregoing, all of the terms, coVQtants, and conditions of this Agreement shall be binding upon the successors and assigns of the parties. 11. VAI VER 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 mariner as the court deems appropriate. Id. NOTICES, Any notices required or permitted under this Agreement shall be given in writing. The notice shalt be served either personally or by registered or certified mail with return receipt requested. Service shall be effective when received. AU 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. 111111 11111 Bill 1111 III 1111111 11111111 111111111III1 709687 10/25/2006 11:56A 81856 P395 M ALSDORF 7 of 10 R 51.00 D 0.00 GARFIELD COUNTY CO Houston, TX 77099 GRANTEE: .Encana OiI & Gas (USA) Enc. 370 IIs` Street, Suite 1 700 Denver, CO 80202 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 oftbis 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: 1 Name. /xf�111 Its: : 'ttorney-in-Fact STATE OF TEXAS COUNTY OF HARRIS EnCana Oil & Gas (USA) Inc. The foregoing instrument was acknowledged before me this lay ofScptember, 2006 by {,- 7 f')resin as Attomey-in-Fact for Chevron U.S,A.Inc, My Commission Expires: Notary Public 9; -..wV$ STATE OF COLORADO ) COUNTY OF DENVER ELAINE J. GRABER Notary Public, State of Texas *. My Commission Expires 41„04, September 30, 2008 i Mee ern was acknovftlged before ane t s day of September, 2006 by as,ofEnCana Oil & Gas 7 11111111111111111111111111111111111111! 11111111111 1111 709687 10/25/2006 11:56A 61856 P396 11 ALSCORF 8 of 10 R 51.00 D 0.00 GARFIELD COUNTY CO GARDEN GULCH PIPELINE RIGHT-OF-WAY DESCRIPTION A 25' WIDE RIGHT-OF-WAY 12.50' ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE. BEGINNING AT A POINT IN THE SW 1/4 SW 1/4 OF SECTION 1, T6S, R97W, 6th P.M. WHICH BEARS N00°06'14"W 827.13' FROM THE SOUTHWEST CORNER OF SAID SECTION 6, THENCE N72°21`34"E 257.89; THENCE N86°34'13"E 112.71; THENCE S67°11'51 "E 80.94'; THENCE S63°56'53"E 110.97; THENCE S58°00'46"E 118.79'; THENCE S54°56'07"E 69.52'; THENCE S54°28'36"E 475.83; THENCE S41°57'01"E 93.56'; THENCE S27°45'30"E 75.74'; THENCE S23°50`57"E 91.33'; THENCE S23°57`30"E 87.39'; THENCE 538°18'52"E 82.74; THENCE N88°21'10"E 131.32'; THENCE N70°59'29"E 76.81'; THENCE N69°34'01 "E 280.37'; THENCE N70°56'54"E 110.15'; THENCE N69°35'01 "E 69.14'; THENCE N70°11'13"E 151.94'; THENCE N70°32`]4"E 425.70'; THENCE N56°18'57"E 120.11'; THENCE N39°15'03"E 149.97; THENCE N43°43'55"E 151.75; THENCE N14°50'54"E 299.85'; THENCE N13°00`44"E 177.88'; THENCE N14°55'04"E 235.29'; THENCE N30°39'08"E 42.68'; THENCE N35°06'24"E 88.00'; THENCE N49°26'48"E 40.06'; THENCE N63°42'46"E 97.46'; THENCE N65°37'55"E 196.69'; THENCE N55°02'02"E 182.02'; THENCE N55°16'30"E 136.32'; THENCE N51°27'27"E 54.29'; THENCE N46°32'06"E 180.93'; THENCE N44°52'21 "E 325.53'; THENCE N70°21'55"E 108.19'; THENCE N81 ° 19'14"E 6I.77; THENCE S88°31'11"E 185.54; THENCE S86°57'05"E 188.30; THENCE S89°45'39"E 186.14'; THENCE N67°58'34"E 83.29'; THENCE N49°38'25"E 114.57'; THENCE N40°54`51"E 124.19'; THENCE N25°16'19"E 108.08; THENCE N16°13'I6"E 160.06; THENCE N13°59'17"E 110.34'; THENCE N15°49'45"E 95.30; THENCE N22°42'21"E 154,43'; THENCE N50°50'17"E 119.19' TO A POINT ON THE EAST LINE OF LOT 16 OF SAID SECTION 1, WHICH BEARS N00°0824"W 543.26' FROM THE EAST 1/4 CORNER OF SAID SECTION 1, THENCE N50°50'17"E 16.36'; THENCE N78°15'45"E 76.20'; THENCE N68°40'47"E 111.61'; THENCE N72°19'10"E 163.34'; THENCE N71 °42'33"E 411.60'; THENCE N71 °58'17"E 194.93'; THENCE N85°41'32"E 258.50'; THENCE N85°02'33"E 269.22'; THENCE N84°05'46"E 227.03'; THENCE N81 °22'30"E 200.85'; THENCE N81 °21'31 "E 118.86'; THENCE N77°46'54"E 107.01'; THENCE N83°58'02"E 155.88'; THENCE N80°39'43"E 132.13'; THENCE N84°15'02"E 105.21'; THENCE N77°59'07"E 79.23'; THENCE N81°44'56"E 120.14'; THENCE N81 °43'44"E 219.80'; THENCE N62° 14'04"E 153.20'; THENCE N62°37'16"E 118.18'; THENCE N55 °49' 15 "E 106.14'; THENCE N40°24'51 "E 103.21'; THENCE N40°51'53"E 719.37'; THENCE N45°59'46"E 228.82; THENCE N47°20'15"E 324.02'; THENCE N47°48'39"E 345.51'; THENCE N53°18'27"E 340.37'; THENCE N51 °54'03"E 335.85'; THENCE N47°48'32"E 180.64'; THENCE N78°00'27"E 313.45' TO A POINT ON THE EAST LINE OF LOT 8 OF SECTION 6, T6S, R96W, 6th P.M. WHICH BEARS S00°06'44"h 1473.91' FROM THE NORTHEAST CORNER OF SAID SECTION 6, THENCE N78°00'27"E 27.70'; THENCE N81 °10'44"E 271.00'; THENCE N75°47'31 "E 470.94'; THENCE N74°40'12"E 317.78'; THENCE S89°53' 18"E 172.08'; THENCE N86°57'23"E 302.50'; THENCE N88°0I'08"E 291.87'; THENCE S86°22`36"E 143.40'; THENCE N88°04'18"E 315.32'; THENCE S87°24'07"E 190.96'; THENCE 1111111 11111111111 11111 111 1111111 III 111111111111 Illi 790of87 101Rf51.0006 0 0.005A 81656 GRRFIELDpCOUNTYpORF CO N82°53'24"E 18034'; THENCE N82°19'47"E 282.64'; THENCE N7519'21"E 113.49'; THENCE N87°56'14"E 73.68'; THENCE N72°52`37"E 142.01'; THENCE N66°11'14"E 236,36'; THENCE N42°37'45"E 48.68'; THENCE N70°25'59"E 473.61'; THENCE N79°45'32"E 303.67'; THENCE N62°17`03"E 230.00'; THENCE N73°44'30"E 252.34'; THENCE N72°40'00"E 182.81'; THENCE N55°32'48"E 394.26'; THENCE N55°26'38"E 453.55' TO A POINT ON THE EAST LINE OF LOT 1 OF SECTION 5, T6S, R96W, 6th P.M. WHICH BEARS S00°12'31 "E 40.54' FROM THE NORTHEAST CORNER OF SAID SECTION 5, THENCE N55°26'38"E 71.67' TO A POINT ON THE NORTH LINE OF LOT 5 OF SECTION 4, T6S, R96W, 6th P.M, WHICH BEARS N89°53'19"E 59.17' FROM THE NORTHWEST CORNER OF SAID SECTION 4, THENCE N55°26'38"E 403.43'; THENCE N39°54'57"E 226,88'; THENCE N31 °41'45"E 204.74'; THENCE N29°44100"E 124.22'; THENCE N59°1 1'56"E 137.54'; THENCE N57°38'26"E 261.26'; THENCE N81°24'45"E 56.28'; THENCE N74°49'26"E 157.49'; THENCE N77°04'04"E 95,18'; THENCE N38°45'55"E 361.76'; THENCE N82°33'27"E 387.78'; THENCE N83°04'25"E 218.12'; THENCE N86°55'08"E 151.05'; THENCE N84°27'20"E 335.15'; THENCE N87°54'22"E 159.95'; THENCE S88°01'03"E 58.05' TO A POINT IN THE NE 1/4 SE 1/4 OF SECTION 36, T5S, R96W, 6th P.M. WHICH BEARS N19°10'17"W 1438.68' FROM THE SOUTHEAST CORNER OF SAID SECTION 36. 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 15.633 ACRES MORE OR LESS. 1111111111111111111111111111111111111111111111111111111 708687 10/25/2006 11:56A B1656 F398 M ALSOORF ..... _ 10 of 10 R 51.00 D 0,00 GARFIELD COUNTY CO 1111N MAIM 141#t1§7rtitEW 1411 hia Wit MI M 11 11 1 Receptlontt: 721069 011 4/f3100R7 o0 Fee2 $62,00 Doo9Fee 0.001GARFIELDbCOUNTY CO PWEUNE EASEMENT AGREEMENT STATE OF COLORADO ) ) COUNTY OF GARFIELD ) QLs 8P.167r THIS PIPELINE EASEMENT AGREEMENT, made this aaay of October, 2006, between Chevron Shale 00 Company, a division of Chevron U.SA. Inc, a Pennsylvania corporation, with offices at 11111 S. Wilaeat Dr., Houston, Texas 77099, hereinafter referred to as "GRANTOR" and Petroleum Development Corporation, a Nevada corporation, with offices at 3301 Carson Avenue, Evans, CO 90620, hereinafter referred to as "GRANTEE." WITNESSETH: WHEREAS, GRANTOR is the owner of certain reel property in Garfield County, State of Colorado; and WHEREAS, GRANTOR desires to giant 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 reecipt and sufficiency of which Is hereby acknowledged, the parties agree as follows: 1. GRANT OF EASEMENT. GRANTOR hereby 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, T53, R96W, of the 6m 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 (I00') in width, the centerline of said right- of-way being situated directly over the proposed pipeline right-of-way as fruiter 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, meters, drips, 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 distrba any of Grantor's Lands which arc 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. 1 1111 ffni t011.{CliY I JW MI IN 11111 RoneptLon#: 721069 04113/2007 01;42;14 PM 0;1913 P:0442 Jean Alberico 2 of 10 Rep Fee:$52.00 boa Fes:0.00 OARFIELD COUNTY CO 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 casements, 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 concerning 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 Arca 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 Ieit free of any large stones, holes, or piles of dirt which would interfere with farming, ranching andfor other operations thereon. All stones, brush and debris uncovered on, removed from or deposited on GRANTOR'$ 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% agricultural lessee(s). Grantee shall continue to reseed and cultivate until successfully reestablishing self sustaining vegetation. Reseeded areas shall be properly mulched except in pastwes and hay fieIds. 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 Agrwneni Upon completion of any pipeline construction, replacement, substitution, relocation, or removal activities permitted hereunder, GRANTEE shall grade all permanent roads on GRANTOR`$ 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 thls 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 prompdy 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. 2 i 111IM MAUR W1,11411111 11111 Reception#: 721089 04/13/2007 01:42:14 PM 0:1913 Pi0443 dean plborico 3 of 10 Rao Faa:S52.00 Doc Fee:0.00 GARFIELD COUNTY CO G. GRANTEE shall bury its pipeline and subsurface facilities to provide a minimum of thirty-six (36) inches between the top oldie 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. E Except as otherwise provided herein, GRANTEE shall properly backfill and compact disturbed ground, excavated pipeline trenches, and other excavations to connection with its activities on the Easement Arca Compaction of disturbed areas in hay fields and pastures shall be accomplished using hydro -compaction methods followed by replacement oftepeoil, 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 -dist' grades and Bowlines. AlI 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, cruised by the activities permitted hereunder, are permanently restored to field grade. J. Except as otherwise provided herein, GRANTEE shall maintain =rent as -built drawings for the pipeline and all of its surface and subsurface facilities located within the Easement Arca 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 Scctlon 29, T5S, R96W 6th P.M. Said study shall be Initiated, to the satisfaction of GRANTOR, before pipeline construction in said Section 29 proceeds. Tho study shall include a mutually agreeable time frame covering the period before, during mid alta pipeline construction activities in said section. A mitigation plan fir 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 1,151, will parallel a steep two -track road and adjacent galley beading north into the Bear Run drainage in the NW/4, Section 29, TSS, R96W 6th P.M. The pipeline corridor and pipelines located therein shall not encroach on or be placed in said guilty. 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 goveming the discharge of construction and other material into drainages. GRANTEE shall he 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 end Eil areas and Minn disturbed areas on GRANTOR surface are recontoured to generally conform with the surrounding terrain. Recept4an0: 721069 44of310 Rao 2007 QFea: 52.4 00 poc9Fee:0.004GARFIELDbCOUNTY CO R. Pipeline construction activities on GRANTOR surface shall be coordinated with GRANTOR's surface lessees to minimize conflicts far bods 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 continua so long as GRANTEE continues to use and maintain the pipeline and associated facilities in the Easement Arca 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 four thousand dollars (54000) 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 Srst of such annual payments shall be in the amount of Tour thousand two hundred dollars ($4200). Said annual payment shall thereafter increase by Five percent (5%) each year. No payment snail be deemed made by GRAN'T'EE 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 et Chevron Shale Oil Company, P.O. Box 840659, Dalies, 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 ofpage one of this Agreement 5. USE OF EASEMENT AREA. A. All activities permitted under this Agreement shall be performed and conducted in a careful, safe, and workmanlike mans. and in such manner as will not interfere with GRANTOR'S and GRANTOR's lessees', llomusees', and permhees' exploration, mining, oil shale, oil and gas, farming, ranching, land development and/or other operations on other lands in the vicinity of tete Easement Area. Prior to exercising any rights granted hereunder, GRANTEE shall give notice of GRANTEE'S planned construction activities to all persona holding any rights, licenses, permits, easements or leases to use the surface of the Easement Area and lands used for access thereto. E. All activities permitted pursuant to this Agreement shall be performed by or under the direction of GRANTEE, and GRANTEE shall not permit, unless otherwlse 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 time Easement Arca to as good a condition as existed prior to such work. D. Notwithstanding that GRANTEE may have obtained GRANTOR', 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 telocat.e 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 exist, 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 1 11111 f#e'd HARM I I? fli tile. In 10.6A,Ndot lV1I M 11111 Receptionth 721e82 04/13/2007 91:42:14 PM 8:1913 P:0445 Jean RLborIco 5 of.10 Roo Fes:$52.00 Doc Fee:0.00 GARFIELD COUNTY CO 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 THRID PARTY) OR FOR VIOLATION OF ANY FEDERAL, STATE OR LOCAL LAWS, RULES, REGULATIONS, AND ORDERS INCLUDING BUT NOT LIMITED TO _.: UIQ ] E JL.m .I :fit a. €eat IVEN- L 7wIIG IIkk° `:a `: .I ,iiEJ"frlL4 TL ?LL.:CI € x t ) - T- TR €'IITIst'f= Cpa�s. Rk ` I� ��F1 ;p ,'r� .T AMit `rte,: �"�- � r Lit•. ar vet1 � a --r I .E 7:� .l LL.!nae EALIST.B.1 ,aEDLOR a � SiT Tri egg a I ED . .. ..:. F `.11IE:..L i ,.., e'er. L:!Asf.I'.I` i' i ? Iia i t. .: !3 .F !j' €? SFE; 'MAT k : I:"I:" : V00 at OTHERWISE UNENFORCEABLE UNDER APPLICABLE LAW. 7. GRANTEE INSURANCE REQUIREMENT. Without in any way limiting GRANTEE'S IiabiIity under this Agreement, GRANTEE shell 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 fbr Employers' Liability Insurance shell not be less than S1,000,000 per occurrence. B. Comprehensive or Commercial General Liability Insurance (Bodity Injury and Property Damage), including the following supplementary coverages: Contractual Liability to cover liability assumed by GRANTEE wader this Agreement; Product and Completed Operations Liability Insurance; Broad Form Property Damage Liability Insurances and coverage for Explosion, Collapse and Underground Has rds. The limit of liability for such insurance shall not be less than 51000,000 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 51,000,000 per person! S1,000,000 per occurrence for bodily Injury and S1,000,000 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 la M form acceptable to GRANTOR, shall reference Ms Agreement's QLS number u found at the 1 1I11 FAIMPOtfiii! 111%1.011i/401 IN Ft 1I ISI Reeept ion## • 721059 64 of310DRao0Fne?$52.PM Doc9FaaZI.000ARFIELDbCOUNTY CO top of page one of this Agreement end Abell be provided to GRANTOR prior to GRANTEE exercising any of the rights granted herein. 8. TAXES, LIENS AND ENCUhfilIRANCES. GRANTEE agrees to pay promptly and before delinquency all taxes end 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 facilides, 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. GRANTER 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 #aminated 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 same is placed in the mail addressed to GRANTEE R. If, at any time after GRANTEE begins construction of the pipeline, GRANTEE fails to use the Easement Area or any linear pert 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 fells 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 afler the effective date of termination in which to remove the pipeline end 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 winch 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 Ill l � 10141'►Ni iiIift*.t' II MIN 11111 Receptiontt: 721889 074or3100Rec Fee:$53.00 lac9Fee: P:0447 .007GARFIELDbCOUNTY CO GRANTOR_ Subject to the foregoing, alt 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 tie proper jurisdiction to resolve the dispute shall award reasonable attomey 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 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: Chevron Shale Oil Company Mtn: Manager, Shale Oil Development 11111 S. Wilcrest Dr. Houston, TX 77099 GRANTEE: Petroleum Development Corporation 3801 Carson Avenue Evans, CO 80620 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 aiguilcent coat 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. [ne. By: Name: r., Its: Attorney -in -Pact 7 �ql li 'ar 10111KihniKtRiiiiiiN MtnW I IIS Receptlonrf: 721068 8 4of3160Roc0Fee:$524 .00 Doc9Fee00008GARFIELO beOrUiooY CO STATE OF TEXAS COUNTY OF HARRIS ) ) The foDing in rument was acknowledged before me this I day of=h, 20061by C . Wr.ii))1 as Attorney -in -Fact for Chevron U.S.A. Inc. My Commission Expires: q Notary Public . / iJ STATE OF COLORADO COUNTY OF DENVER. W •rh* EIAIHE J, GRAll!R j Notary Public, State of Torat s My Commiaulon Ewes S.plembet 30.2008 The foregoing instrument was adatowl - ged before me this . y of October, 2006 by Petroleum s� W. C/4604... as Development Corporation. My Commission Evires My Commission Expires: 05/12 /2006 Notary Public _;Return to: `1Petroleum Development Corporation 1775 Sherman Street, Suite 3000 • Denver, CO 80203 -1-411: Senn ivuxtler 8 m amil E>O▪ V0 sti Or o.• 4 Om 8e +1(a memM ppt9 9 Irig t iE qC or ma / IN O 7AVIYMAIN:00‘400:41 7.0 W-11.50 g1.70 0v2 0.0 01)o34.1 1.0-1.1-0* :uw 1901570I IWO ;A5071Xtl0 .300 171 WM:04M VII 16117 lad !7 1110101 7.11 't ]1 00171* r Imd M TARIM A WWII 1x101 •41 r 31 510S1s - 41f3dOtld Mwlr1 M 3aa fro TIMOR 49 1.10101 7,101 7 .00110 PA add {YO "WIWI D Amin "eau •1 a1w 4iL9-7L9-0Lb L44se ao '1119 G0.116 ■9rdM10 a7AP 7NIVAAlltig NO=nZ3-INGO 06V1IOTO3 'ALNflO❑ a1131311V:i 'NVIaRI3n 1Vd1DNI Id H1LX1S 'LSNM La SONVa 'H,Lfios 9 dIHSNMO,L 'ET (INV 'ZI '1 SN01.133S ow ISM!. 96 30NV8 `HLCIOS S dIHSNMO,L E£ ONV 'ZE b£ 162 '02 'BT SNOL1LOaS Nf 3LVlLLIS AVJL 30 ,LHDIB 3NIT dId SVO '11fNfI.LVN nut ,001 ANVd?i00 Affl3rt0N,L2d A2fifal 63SOdOfid 10 s6NfIOfI ONV S3,LNf9 arum3,LNN3 wun u.0 n' u' LeileN Dern 14:1 U5!(4 iw5 00 7.1un., rr a 111 arras 001 0a[ u4, ewe 1A7: .. eem be tee :las was ' 1)33'P 3W IMdrkfl Cab ma mfr a CIa 41031.1. M• .1 elsm a1 rr[ L«w roise Y111 alp iS Nflh W. 111 10011 pl e'rIS A [yde 4111 I/1AQm 11.! q0. x ba[r w ,111[ 4. v1, 1 11. 1• >ra.1= 110(0 0, keel. WI .0 .1/.11,1 ▪ qn� ceo rtf .eLelb Wee nar- 71 ], llrfI 0.I • 111E MIfirk'i iblit iiftl ltl0"f411W1/1 11111 Reception#: 728084 0701g/2007 03-24:19 pro 8; t950 P! 0481 Jean Atberico 1 at 8 Rae Fee.$4t.00 cot Fee:0.00 CAQFIELO COUNTY CD QLS 8?V`31 PIPELINE EASEMENT AGREEMENT STATE OF COLORADO ) COUNTY OF (]ARFJELD ) THIS PIPELINE EASEMENT AGREEMENT, made this 23rd4y of Ot:tober, 2006, between Chevron Shale Oil Company, a division of Chevron U.S.A. Ine, a Pennsylvania corporation, with offices at 11111 S. W ilcrest 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 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 hereby 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, l2. and 13, T6S-R97W, and Sections 19, 20, 29, and 33, TSS, 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 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, hereinatker 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 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 andfor 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 iL' original condition. 13. GRANTEE shall have the right of ingress and egress in, on, over. across and through the Easement Arca for any and all purposes necessary to the exercise by GRANTEE of the rights and righr•of-ways granted herein. i 1 11(1 in 117iiiigii trill t 1, W1 NIIIN 1111d 11111 Receptionti: 728084 07/ i8,12007 03:24:19 Pn 8: 1960 P: 0482 Jean ktbertco 2 of 8 Rec Fee:841,00 Doc Fee:0.00 GARFIELD COUNTY CO 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. ID. 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 concerning 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 lessce(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 removal activities permitted hereunder, GRANTEE shalt 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 al 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 far a lack of proper enclosure or for restoration of fencing if caused by someone other then 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. 2 1 1 1111 til I�Y�P#I�l�6�t4��,iri1Y'M�I�'f ��h tl�+�,�lt� 1111 Reeeptianp: 726084 07!1612007 03:24:19 PM B: 19541 P: 0483 Jean nlberiee 3 of 8 Rec Fe $41.D0 Doo Fee:0.GO GARF1ELD COUNTY Co Ci. GRANTEE shall buiy its pipeline and subsurface facilities to provide a minimum of thirty-six (361 inches between the tvp of the pipeline and facilities and the ground level except in those areas where rook is encountered that would otherwise require blasting, in which case, the facilities shall be buried a minimum of eighteen (IS) 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 he accomplished using hydro -compaction methods followed by replacement of topsoil, free of stones and other debris, tnunediately 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. All culverts and buried irrigation system pipelines damaged by the activities permitted hereunder shall be replaced by GRANTEE immediately upon completion of the activity. I. 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 Els 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 tires. 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, T58, 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 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, 75S, 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, slate 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 disturhed areas on GRANTOR surface are recontoured to generally conform with the surrounding terrain, 3 11111 K iVi Q'R1N rPilI rti711 t1 C1 t6A Mika 1111 Reeaptione: 728084 07ri6!2007 08 14:19 PM 6: 1950 P: 0484 .lean Rlberico 4 of 8 Rec Fee:S41.08 Doc Fee:0.00 GARFIELD COUNTY CO 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 shalt 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 98. 4. PAYMENTS. GRANTEE shall pay to GRANTOR a payment in the amount of four thousand dollars ($4000) upon execution of this agreement. An annual payment, as hereinafter described, shall be made by GRANTEE lo GRANTOR on or before each anniversary date of this Agreement, at the address first set forth below in this Section 4. The tint of such annual payments shall he in the amount of four thousand two hundred dollars ($4200). Said annual payment shall thereafter increase by Five percent (S%) each year. Nu payment shall be deemed made by GRANTEE under this Agreement until the correct amount due is actually received by GRANTOR. Ali payments to GRANTOR hereunder shall be made by GRANTEE'S check, mailed postage prepaid, to GRANTOR at Chevron Shale Oil Company. PO. Box 840659, Dallas, TX 75284.0659, which shall continue as the depository for payments hereunder regardless of changes in ownership o f the Easement Arca, 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. All activities permitted under this Agreement shall be performed and conducted in u careful, safe, and workmanlike manner, and in such manner as will not interfere with CRANTOR's and GRANTOR's lessees', licensees', and pennitees' exploration, mining, oil shale, oil and gas, fanning, 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 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 casements, public facilities, or public roads over or under the Easement Arca. C. GRANTEE shall keep the pipeline and associatcd'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 exisred 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 he 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 CRANTOR'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 Mill1 1711A4411tair 6iI rl0,rr0 14a IN 1I11 Recept,iono : 728064 07/16/2007 Oa 24.19 Prl 5 1956 P: 0465 Jean Atberico 5 of 9 Rec Fee:$41.50 Doc Fee:0.9e CPRFIELO COUNTY CO 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 TS SOLE, COMPARATIVE. CONTRIBUTORY, CONCURRENT CTIVE O PASSIV AND REGARDLESS OF WHETHER LIABILITY WITHOUT FAULT IS IMPOSED OR SOUGHT TO 135 IMPOSED ON ONE OR MORE OF THE 3NDEMNITEES. THIS INDEMNITY SHALL NOT APPLY TO THE EXTENT THAT LT IS VOID OR OTFIERWISE 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 Ar_reement,1he 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: Contraclual 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 Properly 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/ 51,000,000 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 TUE RIGHTS GRANTED IN TRIS 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 eerlifteates of insurance provided to GRANTOR shall be Jo a form acceptable to GRANTOR, shall reference this Agreement's QLS number as found at the �Illl r�'1Tff'i�hGr11 MINllft� illi Receptiontt: 728084 07/16/2007 03:24;19 P11 B; 1960 P: 0486 Jean Rlberico 6 of B Rec Fee:$41.00 Dao Fea:0.00 GARFIELD CGUNTY Co 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 GRANTEES 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 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 conceming site reclamation and facility removal and subject to liabilities accrued prior to termination. At such time es 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 (I) 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 Arca, 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 10 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 afler 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 al 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 • 101K FALLNA1 ri41,1 diYYr1TlIr'Yd1411fil 11111 Receptiontt: 728084 07116!2007 OS:24:14 PM B: 5950 P: 0467 Joan Alberico 7 of 0 Rec Fee:$41.00 DOD Fee:0.00 GRAFIELD COUNTY CO 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 n 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 Jaw 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 coup 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 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: Chevron Shale 011 Company Attn: Manager, Shale Oil Development 111 1 1 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, gin, 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 011 Company By:• By: -1 Natne:� r � Narne. Ns: Attorney -in -Pact Its: 7 1 t�� ,�f �t� 1 ll! Receptionff: 728084 6711612007 03:24,19 PM 8; 1950 P: 0468 Jean Alberico 6 of 8 Rec Fee:$41 00 Doc Fee.O.OD GARFIELD COUNTY CO STATE or TEXAS COUNTY OF HARRIS ) The foregoing it rupent was acknowledged before me this wkay or, 2006 by C- -/.5�� as Auomey-in-Fact for Chevron U.S.A. Inc. My Commission Expires: 9-3!!'-r'i0D'Q Notary Public 16,4/(it4 STATE OF TEXAS ) COUNTY OF HARRIS �y�e ;4 J ,�,,,, EIAINE .ORAB@R �'�* Notary Public, State of Taxes MyCommisaior Expires September/ 30, 2005_ The foregoing instrument was acknowledged before me this oZ3 day of October, 2006 by •-.&)11, ..n 1, as _Mk or • Lrt,- Fctr-ii. of Marathon Oil Company. My Commission Expires: Notary Public rvk,sCrv.;.k:S.:), mr•ow 'rvliDEBORAH D. KUHIMAN Notary Public, State of Texas „as MyCommrssiertExpires an,,, Jarlualy 17, 2010 a 11[1K Fit NN& .14 141/141111 NON 11111 Reception#: 735664 10/19/2007 02:29:57 PM Jean illherico 1 of 0 Roo F89:$21.00 Doe Foe:0.00 GRRFIELD COUNTY GO 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 ("gripper"), 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 acicnowledged, 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 are 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 terms 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 m 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 gxhrbit A attached hereto (the "Dedi ated 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 (collectively, "Dedicated Gas"). HOUSTON: 022384.0062: 1202704v) VIII 1 ��riw�,a��,�a�,r ��1111 �iN�� 1I X11 Reception$: 735664 1eli912007 02:20:37 P11 Jean Alberieo 2 of 4 Rao Fee:$21.0D Doo Fee:O.00 GARFIELD COUNTY CO 4. Covenant Running with the Land. So long as the Agreement is in effect, the Agreement sbRIl (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 modify the Agreement in any way. • IN WITNESS WHEREOF, this Memorandum has beer} signed by or on behalf of each of the Parties as of the day first above written. t ' MARATHON OIL COMPANY By: k Name: P t)tvi Title: ki /C i PR es, OE,Jr STATE OF T eKAS § COUNTY OF a A kk S § T fore oing instrument was acknowledged before me by PJ, K Ut1ttZ , the �} e -1K6,5, + of o Oil Company, an Ohio corporation, on behalf of said corporation this 4h day of ,- �..- „ r� , 2007. 2 HOUSTON: 022384.00062: 1202704v1 and for the State of Reception13; 7358134 SO/19/2307 02:20;37 PM Jean Albarica 3 of 4 Roo Fss:$21.00 Dac Fes;0.00 CARFIELD COUNTY CD STATE OF COUNTY OF �Q § The foregoing' ^+; ent was acknowledged before me by , 4.3-, T" 60E, the E ECAr i 1r E of Enterprise Gas Processing, LLC, aNelaware 1i�ied liability company, on behalf of said limited liability company this `` dayof ?r, 2007. KATHY ROBESON NOTARY PUBLIC. STATEOFTEXAS MY COMMISSION EXPIR88 NOV. 14, 2010 HOUSTON: 022384.00062: 1202704v1 3 'k RC2 coVi �z. JOYCE N. SANCHEZ LOCKS LIDDELL & SAPP LLP 600 TRAVIS STREET, SUITE 3400 HOUSTON, TEXAS 77002-3095 Ell WA rinvimicauccozkohi oi'I 11111 Reoeptien#: 735654 10/1912007 02:20:37 Ph Joan Rlberico 4 of 4 Rao Fee:$21.00 Doc Fee:0.00 GARFIELD COUNTY Co EXHIBIT A DEDICATED AREA The following lands located in Garfield County, Colorado: Township 5 South, Range 96 West Section 19: Lots 3, 4, NENE, SI2NE 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 6 South, Range 96 West Section 5: Lots 2 , 7, 10, 14, 19, 21, 23 Section 6: Lots 1, 2, 7, 8, 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 wellbore of the CSOC 697-14 #11 Section 21: NE, SW Section 22: NE, except wellbore 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. Ranee 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 HOUSTON: 027-3g4.00062: 12U2704v 1 EXHIBIT A - Page 1 e o 1 Stewart r e0x, pr title of Colorado Stewart Title of Colorado, Inc. Glenwood Springs Division 1620 Grand Avenue Glenwood Springs, Colorado 81601 Phone: 970-945-5434 Fax: 970-945-1135 Date: Order Number: Buyer: Seller; Property Address: October 20, 2008 20541a Berry Petroleum Company and Chevron USA 1 7 Please direct ail Escrow inquiries to: Title Search SELLER: Berry Petroleum Company Chevron USA C/O Shane McCoy Western Field Services Please direct all Title inquiries to: Susan Sarver Phone: 970-945-5434 Email Address; susan.sarver@stewart.com SELLING BROKER: We Appreciate Your Business And Look Forward to Serving You in The Future. ALTA Commitment (6117106) ALTA Commitment Form COMMITMENT FOR TITLE INSURANCE Issued by stewart •title guaranty company Stewart Title Guaranty Company, a Texas Corporation ("Company"), for a valuable consideration, commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the Proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest in the land described or referred to in Schedule A, upon payment of the premiums and charges and compliance with the Requirements; all subject to the provisions of Schedules A and B and to the Conditions of this Commitment. This Conunitment shall be effective only when the identity of the Proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A by the Company. All liability and obligation under this Commitment shall cease and terminate six months after the Effective Date or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue the policy or policies is not the fault of the Company. The Company will provide a sample of the policy form upon request. This commitment shall not be valid or binding until countersigned by a validating officer or authorized signatory. IN WITNESS WHEREOF, Stewart Title Guaranty Company has caused its corporate name and seal to be hereunto affixed by its duly authorized officers on the date shown in Schedule A. Countersigned: For Informational Purposes Only Stewart Title of Colorado, Inc. Glenwood Springs Division 1620 Grand Avenue Glenwood Springs, Colorado 81601 Phone: 970-945-5434 Fax: 970-945-1135 L.—stewart Senior Chairman of e Board Chairman of the Board President Order Number: 20541 a ALTA Commitment (6/17(06) COMMITMENT FOR TITLE INSURANCE SCHEDULE A 1. Effective Date:, at 12:00 AM 2. Policy or Policies To Be Issued: (a) A.L.T.A, Owner's Proposed Insured: (b) A.L.T.A. Loan (Extended) Order Number: 2054.1a Amount of Insurance $ TBD 3. The estate or interest in the land described or referred to in this Commitment and covered herein is: Fee Simple 4. Title to the referenced estate or interest in said land is at the effective date hereof vested in: Berry Petroleum Company, as to an undivided 50% Interest and Marathon Oil Company, as to an undivided 50% interest 5. The land referred to in this Commitment is described as follows: Township 6 South, Range 97 West of the Sixth P.M. Section 1: Lots 19 and 22 County of Garfield State of Colorado Order Number: 20541a ALTA Commitment (6/17/06) — Schedule A Page 1 of 1 Statement of Charges: These charges are due and payable before a Policy can be issued: Hourly Search Fee E tewa L title guaranty company COMMITMENT FOR TITLE INSURANCE SCHEDULE B — Section 1 REQUIREMENTS Order Number: 20541a The following are the requirements to be complied with: 1. Payment to or for the account of the grantor(s) or mortgagor(s) of the full consideration for the estate or interest to be insured. 2. Proper instrument(s) creating the estate or interest to be insured must be executed and duly filed for record. 3. Execution of Affidavit as to Debts and Liens, which is attached or will be provided at closing. 4. Payment of all taxes and assessments currently due and payable, if any. Order Number. 20541a ALTA Commitment (6117106) — Schedule B 1 Page 1 of 1 E§ewar 4 COMMITMENT FOR TITLE INSURANCE SCHEDULE B — Section 2 EXCEPTIONS Order Number: 20541a The policy or policies to be issued will contain exceptions to the following unless the same are disposed of to the satisfaction of the Company: 1. Rights or claims of parties in possession, not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title that would be disclosed by an accurate and complete land survey of the Land and not shown by the public records. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing the public records or attaching subsequent to the effective date hereof, but prior to the date the proposed insured acquires of record for value the estate or interest or mortgage thereon covered by this commitment. 6. Unpatented mining claims, reservations or exceptions in patents, or in acts authorizing the issuance thereof. 7. Water rights, claims or title to water. 8. Any and all unpaid taxes and assessments and any unredeemed tax sales. 9. The effect of inclusions in any general or specific water conservancy, fire protection, soil conservation or other district or inclusion in any water service or street improvement area. 10. Reservations or exceptions contained in U.S. Patents, or in Acts authorizing the issuance thereof, recorded April 10, 1951 in Book 257 at Page 543 as Reception No. 175675 reserving 1) Rights of the proprietor of a vein or lode to extract and remove his ore therefrom and 2) rights of way for ditches and canals constructed under the authority of the United States. 11. Reservations or exceptions contained in U.S. Patents, or in Acts authorizing the issuance thereat recorded July 20, 1956 in Book 294 at Page 224 as Reception No. 194747 reserving 1) Rights of the proprietor of a vein or lode to extract and remove his ore therefrom and 2) rights of way for ditches and canals constructed under the authority of the United States. Order Number: 20541a ALTA Commitment (6/17/06) — Schedule B 2 Page 1 of 2 stewart a title guaranty company 12. Location Certificate recorded January 22, 1918 in Book 115 at Page 331 as Reception No. 60415. 13. Location Certificate recorded January 2, 1919 in Book 58 at Page 295 as Reception No. 64623, Amended Location Certificate recorded December 7, 1953 in Book 274 at Page 55 as Reception No. 184261. 14. Rights and Reservations in Warranty Deed recorded December 20, 1963 in Book 355 at Page 5 as Reception No. 223760, and any and all assignments of record, or otherwise, thereof, or interests therein. 15. Oil and Gas Lease(Lease #3) recorded March 18, 2003 in Book 1447 at Page 585 as Reception No. 623088, and any and all assignments of record, or otherwise, thereof, or interests therein, and other Oil and Gas Leases of record, and any and all assignments of record, or otherwise, thereof, or interests therein. 16. Matters disclosed in Special Warranty Deed recorded November 15, 2006 in Book 1863 at Page 981 as Reception No. 711206. 17. Matters disclosed in Personal Representative's Deed recorded November 15, 2006 in book 1863 at Page 984 as Reception No. 711207. 18. Memorandum of Gas Gathering Agreement recorded January 25, 2007 in Book 1888 at Page 524 as Reception No. 715970, First Amended and Restated Gas Gathering Agreement recorded July 29, 2008 as Reception No. 753222. 19. Pipeline Easement Agreement recorded April 13, 2007 in Book 1913 at Page 441 as Reception No. 721069. 20. Connected Road Right -of -Way Grant and Easement recorded December 6, 2007 as Reception No. 738783. 21. Connected Road Right -of -Way Grant and Easement recorded December 6, 2007 as Reception No. 738784. 22. Resolution No. 2008-01 recorded January 8, 2008 as Reception No. 740786. Order Number: 20541a ALTA Commitment (6/17/06)— Schedule 13 2 Page 2 of 2 !tewart tle guaranty company DISCLOSURES Order Number: 20541 a Note: Pursuant to C.R.S. 10-11-122, notice is hereby given that: A. The subject real property maybe located in a special taxing district; B. A certificate of taxes due listing each taxing jurisdiction shall be obtained from the county treasurer or the county treasurer's authorized agent; C. Information regarding special districts and the boundaries of such districts may be obtained from the board of county commissioners, the county clerk and recorder, or the county assessor. Note: Colorado Division of Insurance Regulations 3-5-1, Subparagraph (7) (E) requires that `Every title entity shall be responsible for all matters which appear of record prior to the time of recording whenever the title entity conducts the closing and is responsible for recording or filing of legal documents resulting from the transaction which was closed." Provided that Stewart Title of Colorado, Inc. conducts the closing of the insured transaction and is responsible for recording the legal documents from the transaction, exception number 5 will not appear on the Owner's Title Policy and the Lender's Title Policy when issued. Note: Affirmative Mechanic's Lien Protection for the Owner may be available (typically by deletion of Exception No, 4 of Schedule B, Section 2 of the Commitment from the Owner's Policy to be issued) upon compliance with the following conditions: A. The land described in Schedule A of this commitment must be a single-family residence, which includes a condominium or townhouse unit. B. No labor or materials have been furnished by mechanics or materialmen for purposes of construction on the land described in Schedule A of this Commitment within the past 6 months. C. The Company must receive an appropriate affidavit indemnifying the Company against unfilled mechanic's and Materia'men 's Liens. D. The Company must receive payment of the appropriate premium. E. If there has been construction, improvements or major repairs undertaken on the property to be purchased, within six months prior to the Date of the Commitment, the requirements to obtain coverage for unrecorded liens will include: disclosure of certain construction information; financial information as to the seller, the builder and/or the contractor; payrrnent of the appropriate premium; fully executed Indemnity agreements satisfactory to the company; and, any additional requirements as may be necessary after an examination of the aforesaid information by the Company. No coverage will be given under any circumstances for labor or material for which the insured has contracted for or agreed to pay. Note: Pursuant to C.R.S. 10-11-123, notice is hereby given: A. That there is recorded evidence that a mineral estate has been severed, leased or otherwise conveyed from the surface estate and that there is a substantial likelihood that a third party holds some or all interest in oil, gas, other minerals, or geothermal energy in the property; and B. That such mineral estate may include the right to enter and use the property without the surface owner's permission. This notice applies to owner's policy commitments containing a mineral severance instrument exception, or exceptions, in Schedule B, Section 2. NOTHING HEREIN CONTAINED WILL BE DEEMED TO OBLIGATE THE COMPANY TO PROVIDE ANY OF THE COVERAGES REFERRED TO HEREIN UNLESS THE ABOVE CONDITIONS ARE FULLY SATISFIED. Order Number: 205413 Disclosures Stewart Title Guaranty Company Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm -Leach -Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Stewart Title Guaranty Company We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain - physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Stewart Title of Colorado, Inc. Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm -Leach -Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Stewart Title of Colorado, Inc. We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Stewart Title of Colorado, Inc. DISCLOSURE The title company, Stewart Title of Colorado, Inc. - in its capacity as escrow agent, has been authorized to receive funds and disburse them when all funds received are either: (a) available for immediate withdrawal as a matter of right from the financial institution in which the funds are deposited, or (b) are available for immediate withdrawal as a consequence of an agreement of a financial institution in which the funds are to be deposited or a financial institution upon which the funds are to be drawn. The title company is disclosing to you that the financial institution may provide the title company with computer accounting or auditing services, or other bank services, either directly or through a separate entity which may or may not be affiliated with the title company. This separate entity may charge the financial institution reasonable and proper compensation for these services and retain any profits there from. The title company may also receive benefits from the financial institution in the form of advantageous interest rates on loans, sometimes referred to as preferred rate loan programs, relating to loans the title company has with the financial institution. The title company shall not be liable for any interest or other charges on the earnest money and shall be under no duty to invest or reinvest funds held by it at any time. In the event that the parties to this transaction have agreed to have interest on earnest money deposit transferred to a fund established for the purpose of providing affordable housing to Colorado residents, then the earnest money shall remain in an account designated for such purpose, and the interest money shall be delivered to the title company at closing. CONDITIONS 1. The term mortgage, when used herein, shall include deed of trust, trust deed, or other security instrument. 2. If the proposed Insured has or acquired actual knowledge of any defect, lien, encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall be relieved from liability for any loss or damage resulting from any act of reliance hereon to the extent the Company is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclose such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liability previously incurred pursuant to paragraph 3 of these Conditions and Stipulations. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and such parties included under the definition of Insured in the form of policy or policies committed for and only for actual loss incurred in reliance hereon in undertaking in good faith (a) to comply with the requirements hereof, or (b) to eliminate exceptions shown in Schedule B, or (c) to acquire or create the estate or interest or mortgage thereon covered by this Commitment. In no event shall such Liability exceed the amount stated in Schedule A for the policy or policies committed for and such liability is subject to the insuring provisions and Conditions and Stipulations and the Exclusions from Coverage of the form of policy or policies committed for in favor of the proposed Insured which are hereby incorporated by reference and are made a part of this Commitment except as expressly modified herein. 4. This Commitment is a contract to issue one or more title insurance policies and is not an abstract of title or a report of the condition of title. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the provisions of this Commitment. 5. The policy to be issued contains an arbitration clause. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. You may review a copy of the arbitration rules at http://www.alta.org. stewart titleuaran g ty company All notices required to be given the Company and any statement in writing required to be furnished the Company shall be addressed to it at P.O. Box 2029, Houston, Texas 77252. A �t7oc United,S.tates.o.f America Delos D. Potter UNITEDSTATES 'PA 'ENT,- ' Date March' 19!:.195,1. Patent No. 1131391 Recites t hat the Bureau of .Land Management of the United States a Certificate of the Land Office at Denver; Colorado, accompanied by other evidence, whereby it appears that Delos D. Potter did on December 1, 1949, .duly enter and pay for that certain mining claim. or p remises, known as the Gem No. 1,rGem No. 27. Gem No . , Gem No.,8_, Gem No,21,. Gem No. 10, 'Gem No4a, Gem No. 4., Gem No. -5, Gem. jo omrnunitg`No. 1, Grand Valley No.. 7, and Fran alley No-... 9 $ oil shale placer mining claims, situate in :Garfield. CO :nty, Colorado, described as follows: • The Gem No. 1 claim comprising- the SEi of Sec. 1 in Tp. 6,-S., R. 97 W., 6th P. M., the Get No. 2 claim comprising the SW of said Sec. l,Cthe Gem. No.. 7 claim app comprising .Lots 9, 10, 15 and 16 of said Section one, the Gem No. $ claim comprising Lots1.1,'12, 13 and 14 of said Section 1., the. Gem No. 9 claim comprising Lots 21, 22; 23, and 24,, of said Sec.' 111 -the Gem No. 10 c im comprising Lots 21, 22, 23, and 24 of Section 2, said Tp. and Ran,ge.,t he Gear No.. 3 claim comprising the. SE4 of said Section 2) the Gem No. 4. claim comprising the SWC of said Section 2,. the Gem No.. 5 claim comprising Lots 9, 10, 15 and 16, of. said Sec. 2,cThe Gem No. 6 claim. comprising Lots 11, 12, 13i. and 14, of said Sec. 2,) the Gommunity No. 1. claim comprising the ElEi of Section 12, said. Tp. and Range, the Grand Valley No_...7 claim comprising the SWof Sec. 7 in Tp. bm S., .R. 96 W, , and the :Grand Valley No. $ claim comprising the WISE end Lots :3. and 4: of said Sec. 7,• the premises herein grai%ted, containing in the aggregate 2080..10 :; acres NOW KNOW YE, that there is. therefore, pursuant to the laws aforesaid, hereb granted by the United Stages unto the said Delos D. Potter',;the...saaid placer min - ..ug -premises hereinbefore described; TO 'HAVE AND TO. HOLD said :mining premist,s, together with all: the...rights, privileges, immunities, and 'appurtenant es of whatsoever nature'•thereunto belonging, unto the said *lot grantee' above named and to his heirs and assigns forever, subject, nevertheless,- to the. followtng conditions and .stipulations; 1. That the grant hereby made is restricted -in its exterior limits. to the boundaries of the said mining' premises and teeny veins or lodes of quartz or othe rock in place bearing gold, silver, cinnabar, lead, tin, -copper; or.other valuable deposits, which may have been discovered within %ia said limits subsequer to and which were not known.to exist on July 12, 1949. 2. That should any vein or lode of quartz or other rock in place bearing goad, silver, cinnabar, lead, tin, copper, or other.valuable deposits; be claims or known to exist within the above -described premises at said last named date, the % same is expressly excepted and ax re excluded from these presents. 3. That the premises hereby conveyed shall be held subject to any- vested and accrued water rights for mining, agricultural, manufacturing or other i.x 'purpose and rights to ditches and reservoirs used in connection with such water rights as may be recognized and acknowledged by the local 3.aws,xxix. customs and decision of the courts. And there is reserved from the lands hereby granted a right of way thereon f or ditches or canals constructed by the authority of the U. S. 4. That x in.,the absence of re cessery legislation by Congress, the LegislaturE of Colo. may provide rules for working the mining claim or premises hereby grantE involving easements, drainage, and other nec.esssary means tothe complete developmen thereof, 4. As the Lots 10, 11, 12 and lixix 15 in Staid Sec. 1, and Lots 21, 22, 2; and 24,, in said Sec. 2, this patent is issued subject to the provisions of the a.4 (over) (d,cvununs )uatu9.tedaa awl dusp pailotu aq o] 1tiu333ao 'pa3y pair n.taiD dlunoD kg paumad a;ca33dna •.tau3utaxa Rq apu a sa3doa o.uJ,) of L`ec. - 29, 1916,(39 Stat. $62) with reference to the dis.ositibn occupy c - • • Filed f. - . r-c.r. ►. -s perm e o an• .. • • - entryman under said act. _.#• , r Book 294 Recorded July 20, 1956 at 8:20 A.M. Page 224 Reception No. 1947+7 Chas. S. ]ieegan, Recorder �. 1 (2467 Colorado 09291 04g Medal ftttri5 Amrrtrtt Za nfl to whom these presents ahuIL rams, F r:ttitt9: ti�'xas, 3n pursuance of the provisions of the P.evised Statutes of the United States, Chapter Six, Title T. hirty-two. and legislation supplemental thereto, there is nor,- deposited in the Bureau of Land Management of the United States a Certificate of the Lend Office at D ver, Colorado accompanied by other evidence, whereby it appears that Rea L. Eater did on February .3, 1956 duly enter and pay for that certain mining claim or premises. Down as the Champion No. 5 Placer Mining Claim, situate in Garfield County, Colorado, described as follows: Sixth Principal Meridian, Colorado. T.. 6 S., R. 97 W., eac. 1, Lot 19 and X. The praxises herein granted contain 3&.04 acres. Patent No.. i 16o?05 ,4-4I./-11-1 . 1. N+f.r.M, .AIAM .//a o1ora4o 09291 •Now KNOW re. That there is therefore, pursuant to the laws aforesaid,•hereby 'granted by the United States unto the said • Rea L. Eaton , the said placer mining premises, hereinbefore described; To HAVE AND TO T-OLu said mining premises, tugrtherwith all the rights, privileges, immunities, and appur- tenances of whatsoever nature thereunto belonging, unto the said grantee, above named and to his heirs and assigns forever; .subject. nevertheless, to the following conditions and etipulafions: FIRST, That the grant hereby made is restricted in its exterior limits to the boundaries of the said mining premises, and to any veins or lodes of quartz or other rock in place bearing gold, silver, cinnabar, lead, tin, copper, or other valuable deposits, which may have been discovered within said limits subsequent to and which were not known to exist on Septeieber 29, 1954. SECOND. That should any vein or lode of quartz or other rock in place bearing gold, silver; cinnabar, lead, tin, copper, or other valuable deposits, be claimed or known to exist within the above-described premises at said -last- named date, the same is expressly excepted and excluded from these presents. 'falai), That the premises hereby conveyed shall he held subject to any vested and accrued water rights for rninsug, agricultural, manufacturing, or other purposes, and rights to ditches and reservoirs used in connection ,s i.t. 41I -h water rights as may be recognized and acknowledged by the local laws, customs. and decisions of the • ••.::.- And Cheri• s ri served from the lands hereby granted a right-of-way thereon fur ditches or canals con- structed on-strur;ted by the authority of the United States. FOURTH. That in the absence of necessary legislation by Congress, the Legislature of Colorado may provide rules for working the mining claim or premises hereby granted, involving easements, drainage, and other necessary means to the complete development thereof. ?izth. That this patent ie issued subject to the provisions of the Act of Dacgber 29, 1916 (9 Stat, 862), with references to the disposition, occupancy Had use of the land as permitted to an eritryman under said Act, 1:v T -F T MO'rr WHEREOF, the undersigned authorized officer of the Bureau of Land Management, in accordance with the provisions of the Act of June 17, 1998 (62 Stat., 476), has, in the name of the United States, caused these letters to be made Patent, and the Seal of the Bureau to be hereunto affixed. 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To4 .• , • .'. 0 ; --,1041•P.'„1:lit'''• 'AR,,g=?.. ,--.: .-• ', ' .._ wi. :-..,7-:, r - • r I•14 • :14 ft.)tt,;:ar....":,......"_3'. ....3'1:%•T•i%• !„......,..,Iii;%:,>•..•.Nd-1"--"-i•fe‘Ilt..,'Z;IA,='.•_;2..7.A' KeZ:-=/.X.N5L .5, Ai;Z.Y. j'd ":::-?..Ji' fi7.._ :.--...%---..,:.3-:1-P_'..2.: :...';P:7••••14....,':,;'*asi'..). .., . . 01 0) L\D P OZ1 c-1- H. p 0' 0 ch co I -d o • 0 • erl ,. 0i• 114.- . o • (31 .4 -11 w o c?; 0 1-1 (J) ,‹ c+ •:* :P .Q'.Ocf • s-• ro. AMENDED LOCATION CFRTI `ICATE Doc.#184261 STATE OF COLORADO ) s8 COUNTY OF GARFIELD KNOW ALL MEN Eft TEES?' PRESENTS, That, the undersigned Rea L. Eaton, present sole owner .of The Champion. No. 5 Placer Mining qitizfoi,bituate in Gnrf ie1d County, Color ado, or igi rally de ear i°baf -an 'the NW of Section 1, . T•ownihlp 6 Sontb, . Range 97 Pest of the.Sixth Principal Meridian, as shown by the Original �ooat ion Certifioate,recorded in gook 58, Page 295 of the public reaord3 of said Garfield County, Jd1orado, hereby makes this his Amended Location Certificate for said mining claim. This Amended Location Certifioate is executed and tiled solely for the purpose of showing the correct description of mid claim, under the independent Resurvey of said Township, approved February 211-, 1921. . Therefore, said:..Q'i.ginal Location Certificate is hereby.,,,. amended so that the description of the lands embraced within. said Champion No. 5 Piaoez mining Claire shall read, and appear of .record as follows, to -wit: Lots 19 and 20 in .Section 1, Township 6 South, Range 97 West of the Sixth Prinoipal Meridian, containing 36.04 acre This Amended Loda#ion Certificate is wade without waiver of any previously :acquired rights. ' Date of location of said claim — January. 1, 1919. Date of Original: Location Certificate --• January 1, 191,. This Amended Location Certificate is dated December 2, 1953. Rea L. Eaton ATTEST: Milton J. $eegan Piled for record December 7, 1953 at 8:22 o'clock A.M., and recordgd i.n book 74.... _at gage SS M thgr ,of.— „�, W Recorded Dec. 20 1963 at 6:3 A. M. Reception No. 223760 Chaa. R. Keegan Recorder WARRANTY DEED Book 355 Pkg. 5 REDD RANCHES, a Utah corporation, qua'ified to d: in the State of Colorado under the name of REDD RANCHES, ;?•'C., wt:ose address is LaSal, County of San Juan, and State of Utah, f.?r. 'he consideration of TEN DOLLARS AND OTHER VALUABLE CONSIDERA7:ON:;, in hard paid, hereby sells and conveys to ROBERT LATHAM and JI -IN H. LATHAM whose address is DeBeque, County of Mesa, and Stat: of Colorado, the following real property in the Cnonty of ,a..P°r'd ,ori State of Colorado, to -wit: Township 5 South, Range 96 West, 6th P.M. Section 32: SEt; Section 33: SWk; Township 6 South, Range 97 West, 6th P.M. ,Section 1: Lots 9, 10, 11, 12, 15 and 16; and Lots 17, 18, 19, 22, 23 d an7)d ;24 (formerly Lots 5, an Section 2: Lots 11, 12, 13, 14, NiSE4; Section 3: Lots 6, 7, 8, 9, 10, 11, 14, 15 and 16, SWk; )Section 4: Lots 12 and 13; SEk, EiSWk, and Lots 10, 11, 14 and 15; with all its appurtenances and warrants the title to the same, subject to 1964 taxes and all subsequent taxes; AND SUBJECT to prior mineral reservations, AND EXCEPTING and reserving unto Grantor .:11 minerals i:; ,nd under rhe above described Iand, previously reserved, together with the right to prospect for, mine and remove the same. ,4F '1, Signed this 9 ---Bay of December,. 1963. •'�, REDD RANCHES •,•� ° em:.9. s•. • ,j .cretar STATE OF UTAH ) COUNTY OF SAN JUAN ) ss. res]. ent The foregoing instrum was knout ed d befo e this /9 da of Dece r, 1963 by , . ..�,{.. a . and c�� as cretary of Re Ranches, �arUtah ent corporation ua ified to o business in the State of Colorado under the name o Redd Ranches, Inc. WITNESS my hand and official seal. My commission expires: iota .4. did A Ccs; IIIIII IIIA 111111 1111111111 IIII1 1111111(1111111111 1111 623088 08/18/2003 01:t39P 81447 P385 h PLSOORF 1 of 6 R 38.29 D 0.00 G1 RFIELD COMP' CO OIL AND GAS LEASE (LEASE #3) THIS AGREEMENT, made and entered into as of the 15th day of November, 2002, by and between Chevron U.S.A. Inc., successor in interest to Chevron Shale Oil Company, whose address is 11111 5. Wilerest Dr., Houston, Texas 77099 hereinafter called "Lessor," and Petroleum Development Corporation, whose address is 103 East Main Street, P.Q. Box 26, Bridgeport, West Virginia 26330, hereinafter called "Lessee_" WITNESSETH: 1. Lessor, for and in consideration of the sum of TEN DOLLARS (210.00) and other good and valuable consideration, in hand paid, of the royalties herein provided and of the agreements of Lessee herein contained, hereby grants, demises, leases and lets exclusively unto Lessee all of Lessor's right, title and interest in the land hereinafter described, for the purpose of investigating, exploring, drilling for, producing, saving, taking, owning, transporting, storing, handling and treating oil and gas, herein called leased substances, together with all rights, privileges and easements useful for Lessee's operations hereunder on said land; including but not limited to the following rights: to lay pipelines; to build roads; to construct tanks, pump and power stations, and power and communication lines; and to redrill, deepen, maintain, rework and operate any well so drilled, subject in all cases to the provisions of paragraphs 15 and 16. The land included in this lease is situated in the County of Garfield, State of Colorado, and is described on the attached Exhibit A, including all of Lessor's right, title and interest in all Leased substances underlying lakes, streams, roads, streets, alleys, easements and rights-of-way which traverse said land; and including all lands owned or claimed by Lessor as a part of any tract above described; and containing 5325.42 acres of land more or less. This lease shall cover ali of Lessor's right, title and interest in said land now owned by or hereafter vested in Lessor. For the purpose of calculating any payments based on acreage, the land shall be deemed to contain the acreage above stated. 2. Subject to the other provisions herein contained, this lease shall remain in force for a period of three (3) years from the date hereof, herein called "primary term," and thereafter so long as leased substances or any one or more of them are being produced from said land or any operation permitted hereunder is being conducted on said land or this lease is continued in force by reason of any of the other provisions hereof, 3. Royalties on leased substances to be paid by Lessee are: (a) on oil, eighteen and three quarters percent (18.75%) of that produced and saved from said land, to be delivered at the well or to the credit of Lessor into the pipeline to which the wells may be connected; Lessee may from time to time purchase any royalty oil, paying therefor the market value in the field where produced on the day it is nm to the pipeline or storage tanks; (b) on gas, including casinghead gas, produced from said land and sold or used off the premises, the market value at the well of eighteen and three quarters percent (18.75%) of the gas so sold or used, provided that on gas sold at the well the royalty shall be eighteen and three quarters percent (18.75%) of the amount realized from such sale. If Lessee shall discover gas hereunder on said land or on land unitized with any of said lend, Lessee may at any time or times during or after the primary term and at Lessee's election, pay as royalty (herein called shut-in gas well payment) a sum equal to one dollar per acre on the acreage then held by Lessee hereunder, whereupon it shall be considered for all purposes of this lease that a leased substance is being produced hereunder from said land for a period of one year; such year to commence on the anniversary of this lease next preceding such payment, Provided, however, that this lease may be extended by tender of shut-in well payments for no more than two consecutive years from the anniversary of this lease next preceding Lessee's payment. Any such payment may be made in the same manner as provided elsewhere in this lease for payments hereunder but shall not be in lieu of any royalty based on actual production. Lessee may use, free of royalty, leased substances from said land for all operations conducted upon the leased lands or lands unitized with any of said land. 4. This is a Paid -Up lease and Lessee sball not be obligated during the primary term to make any further payments or to commence or continue any operations hereunder in order to PDC Lease- New irase#3.doc 415 3Clorr\e. yl 8/2003 -1- 1111111111111111111111111111III 1111111111 II1I111111111 2�of g R 3gg26 D 0.00�GARFIELD COUNTY CO5u4AF maintain this lease in force. My money payable hereunder may be paid in cash or by check, mailed or delivered to Lessor. Lessee may at any time or times surrender this lease es to all or any portion of said land by mailing or tendering to Lessor or by filing for record a release or releases, and be relieved of all obligations thereafter accruing as to the acreage surrendered, but same shall not relieve Lessee of any obligation existing as of the date of such release, 5. If any operations or production of a leased substance or any combination of such activities shall occur hereunder and if at any time or limes after the primary term or within sixty (60) days before expiration of the primary term, such operations or such production or any combination of such activities shall cease for any cause so that none of such activities continues, such cessation shall not cause this lease to terminate and this lease shall remain in force if and so long as (a) shut-in gas well payments are made under paragraph 3 (if applicable) or (b) any operation or production of a leased substance is commenced or resumed hereunder within sixty (60) days after cessation of the last of the operations or production that had occurred hereunder or (c) the cause of cessation is covered by paragraph 8 hereof. Wherever used in this paragraph 5, or wherever else used in this lease unless the context requires otherwise, the meaning of the word "operations" shall without limitation include: drilling, digging and boring operations, producing operations, the drilling of a dry hole or successive holes before or after production is obtained, plugging back, reworking operations, deepening operations and remedial operations in connection with drilling or producing operations. 6. Lessee shall pay for all damages caused by Lessee's operations, including but not limited to damages to growing crops, buildings, irrigation ditches, livestock, feed lots and fences. Lessee will bury pipelines below ordinary plow depth at the time of installation when crossing cultivated land owned or operated by Lessor or its surface lessees. No well shall be drilled within two hundred (200) feet of any residence or other improvement now or hereafter constructed on said land without the consent of the owner thereof. Lessee shall have the right at any time within ninety (90) days after expiration or surrender of the lease or any part hereof to remove all of Lessee's property and fixtures, including the right to draw and remove all casing. Lessee shall restore the surface as nearly as practicable to its original condition upon expiration or surrender of the lease. 7. Lessee shall have neither the right nor the power to assign this lease, in whole or in part, to another party without the prior written consent of Lessor. Lessor may withhold its consent to any such proposed or atternpted assignment for any reason or for no reason in its sole discretion, 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. Provided, however, this provision shall not apply to assignments that may be made to limited partners that Lessee may be required to make under limited partnerships Lessee may form to conduct operations under this lease, Also, this provision shall not apply to transfers of interest that result from mergers, acquisitions or sales of all of Lessee's assets and assignments to Lessee's corporate affiliates. 8. Whenever as a result of any cause beyond Lessee's reasonable control (such as fire, flood, storm, or other act of God, govcrnmental law, order, or regulation, labor disputes or war) Lessee is prevented or hindered from exercising any of its rights hereunder, complying with any of the terms hereof or carrying out any of its obligations hereunder, and such prevention or hindrance occurs during the term hereof, either primary or extended, as the case may be, the obligations of Lessee hereunder (excluding only its obligation to pay royalties on actual production, and other monetary payments required or permitted by the terms of this lease), shall be suspended during the period of such prevention or hindrance and for ninety (90) days thereafter. If such hindrance occurs during the primary term hereof, the primary term shall be extended for a period of time equal to the period of such suspension and this lease shall remain in full force and effect during such period of suspension and during any such extension of the primary teen. 9. In connection with operations for the production of oil and gas or either of them, Lessee may at any time or times pool or unitize this lease insofar as it covers the lands covered PDC Lcase- idcw Lease e3.doc 2139!2003 -2- 111111111111111111111! 111111111111111111111111111111111 f 3 38823 D30800 GARFIELD COUNTY COSDORF hereby, in whole or in part, as to any stratum or strata, with other lands and leases in the same area or field so as to constitute a unit or units whenever, in Lessee's judgment, necessary or advisable to comply with a law, rule, order or regulation of a governmental authority having jurisdiction, to reduce or prevent economic waste, to protect correlative rights, or to promote, encourage or accomplish the conservation of natural resources, by filing for record in the applicable county records an instrument so declaring. tipon production from any part of any such unit, Lessor shall be entitled to the royalties provided for in this lease on only that fractional part of unit production allocated to that portion of this lease included in such unit. Operations upon any such unit or production from any part of such unit shall be treated and considered for all purposes of this lease except payment of royalties, as operations upon or production from this lease. 10, The royalties hereinabove provided are determined with respect to the entire estate in leased substances and if Lessor owns a lesser interest therein or if this lease covers less than the entice estate in leased substances, the royalties to Lessor shall be reduced proportionally. Lessor makes no warranties of title to the leased premises, whether express or implied. Lessee at its option may purchase or discharge in whole or in part any tax, mortgage or other lien upon said land, may redeem the same from any purchaser at any tax sale or adjudication, and may reimburse itself from any royalties accnring hereunder and shall be subrogated lo such lien with the right to enforce same. 11. Lessee agrees to defend, indemnify and hold harmless Lessor, its affiliates, and any employee, agent, contractor or other representative of Lessor and its affiliates, from any and all claims, demands, suits, losses, fines, penalties, damages, liabilities, costs and expenses of every character whatsoever (including but not limited to court costs and attorneys' fees) arising out of or in connection with Lessee's operations on the leased lands. 12. If this lease hes not sooner terminated, then effective as of five (5) years after expiration of the primary term this lease shall terminate as to all depths below the stratigraphic equivalent of the deepest depth drilled on the leased lands and as to all lands not included within a spacing unit producing or capable of producing oil or gas in paying quantities. In the event the area in which a well is drilled and completed is not spaced as per applicable state oil and gas regulations, then the lease shall be deemed to cover an approximate three hundred twenty (320) acre parcel surrounding and including the well location. Lessee shall file of record an appropriate release within thirty (30) days after the effective date of the termination. 13. At all tunes during the drilling, testing and completing of any well drilled on the leased lands or on lands pooled therewith, Lessee shall cause Lessor and its affiliates and the employees and agents of Lessor and its affiliates, to have access at their sole risk to the derrick floor and ail facilities relating to the drilling of the well(s) and to receive all information relating to such operations including but not limited to daily drilling reports and logs, cores and samples obtained in connection with such operations the same as though Lessor and its affiliates were drilling the well(s). Notices of intent to spud, log and plug and abandon wells shall be furnished to the following: ChevronTexaco Shale Oil Company Attn: J.T. Schmid, Jr., Manager 11111 S. Wilcrest Dr. Houston, TX 77099 Upon written request, Lessee shall furnish all well information, including all reports, logs and samples to: ChevronTexaco Shale Oil Company Attn: Greg Brose 11111 5. Wilcrest Dr. Houston, TX 77099 14. This lease 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. PDC Lease • Mew Lease il3.dac 2![8!2003 -3- 1111111 I 11111111111111111111111111111111111111111111111 623088 03/18/2003 01169P B1447 P588 It ALSDORF 4 of e R 38.25 0 0.00 GARFIELD COUNTY CO 15. Lessee shall obtain prior written approval from Lessor for each use of the surface that Lessee proposes to make under this lease, including but not limited to drill sites, access and surface reclamation plans. 16. Notwithstanding that Lessee may have obtained Lessors approval under paragraph 15 to make various uses of the surface of the leased Iands, Lessee's operations shall be subordinate to Lessor's right to conduct shale oil operations on the leased lands at any time in the future, If Lessor determines in its reasonable discretion that Lessee's operations will interfere with Lessor's shale oil operations, Lessee agrees to change, cease or relocate its operations in order to eliminate the interference. Costs ineurred prior to January 1, 2018 in connection with the relocation of Lessee's wells, gathering systems and other related facilities in order to eliminate an interference shall be bome by Lessor. If any such change, cessation or relocation of facilities results in permanent loss of production, Lessor will compensate Lessee for same at the then fair market value of the leased substance. Effective January 1, 2018 and thereafter, Lessee agrees to change, cease or relocate its operations at its sole risk and cost, in order to eliminate an interference and Lessor shall have no obligation to compensate Lessee for lost production resulting from such elimination of an interference. IN WITNESS WHEREOF, this instrument is executed as of the date first above written. TAX I.D. 25-0527925 Social Security or Tax Number STATE OF TEXAS COUNTY OF HARRIS ) ) LESSOR CHEVRON U.S.A. INC. By: Its: Attorney -in -Fact LESSEE PETROLEUM DEVELOPMENT CORPORATION By: Its: The foregoing instrument was acknowledged before me this Mk -day of viipvav , 2003 by O. F. Baldwin II as Attorney -in -Fact for Chevron U.S.A. Inc. My Commission Expires: q -311.-D iC!/L-lcJUA. Notary Public STATE OF ver 1N/A ) COUNTY OF HARRISON ) ELAINE J. GRABER Notary NM, stele of Tema My Commission Explree Bephmber 32.2004 The foregoing instrument was acknowledged before me this 21st day of February , 2003 by 'Mamma E. Riley as VP Marketing of Petroleum Development Corporation. ssiq{t Expires: J e 2, 2009 a A . Rita A. Clark PDC Lcasc- New Lease 63.dac Notary Pub -4- Notary Pula R1TA A. u Pt at Yhginta Petroleum Development Corporation 109 Best Main Street. Box 29 Bridgeport, WV 26330 My commission expires June 2.2009 2/36@002 111111111111111111Elf 1131 11111 111111111 1111E111 5 g0 03/18/200 01;59P 131447 P5S9 M SGQRF D 0.00 GARFIELD COUNTYCO fR EXHIBIT A OIL AND GAS LEASE (LEASE #3) Between Chevron U.S.A. Inc. and Petroleum Development Corporation Dated November 15, 2002 830150 — EATON BASIC AGMT NO. 10 & 11 FEE T6S. R97W. 6th P.M. Midland #6 Section 13: NE/4; Midland #7 Section 13: SE/4; Midland #8 Section 13: SW/4; and Midland #9 Section 13: NW/4; containing 640 acres, more or less. 830210 — EAT9N BASIC AGMT NO, 9 FEE T6S, P97W. 6th P.M, Community #2: W/2 E/2 of Section 12; containing 160 acres, more or leas. 116700 — EATON BASIC A9MT NO.8SPRA_TT 11 & 12) FEE The Pratt No. 11 Placer Mining Claim comprising the NW/4, aad the Pratt No. 12 Placer Mining Claim comprising the NE/4, all in Section 11, T6S, R97W of the 6th P.M.; containing 320 acres more or less. 830320 -- C. 11. DARROW FEE T6S, R97W. 6a' .M, Eureka Placer Mining Claim No. 21-2 Eureka Placer Mining Claim No. 21-3 Eureka Placer Mining Claim No. 22-4 Eureka Placer Mining Clain No. 22-3 Oklahoma Placer Mining Claim No. 6 Naomi Placer Mining Claim No. 22 Naomi Placer Mining Claim No. 3 Naomi Placer Mining Claim No. 5 containing 1,400 acres, more or teas. Section 21: NW/4; Section 21: SW/4; Section 22: SEJ4; Section 22: SW/4; Section 21: NE/4; Section 28: NE/4 NW4, 3/2 NW/4; Section 28: NE/4; and Section 21; SE/4; 910370 — EATON BASIC AGMT NO. 8 (PRATT 7 & 8) FEE T6S. R97W, 66 P.M. Pratt No. 7 Claim, embracing Section 11: SE/4; and Pratt No. 8 Claim, embracing Section 11: SW/4; containing 320 acres, more or less. 910390 — EATON BASIC AGMT NO 7 FEE 68, R97W of the 66 P.M. The Gem No. 1 Placer Claim, being the SF.J4 of Section 1; the Gem No. 2 Placer Claim, being the SW/4 of Section 1; and the Community. No. 1 Placer Claim, being the En of the P/2 of Section 12; Plus T6S, R97W of the 6th P.M. The Gem No. 3 Placer Claim, being the SEJ4 of Sec. 2; The Gem No, 4 Placer Claim, being the SW/4 of Section. 2; The Gem No. 5 Placer Claim, being Lots 9, 10,15 and 16, Section 2; The Gem No. 6 Placer Claim, being Lots 11, 12, 13 and 14 Section 2; The Gem No. 7 Places Claim, being Lots 9, 10,15 and 16 in Section 1; The Gem No. 8 Placer Claim, being Lots 11, 12, 13 and 14, Section 1; PDC Lease - New Leasc tl3.doc 46 -5- 2/18/2003 031111881110 131E1 11111P11111111191/111410111111111011P1 Sof 8 R 38,25 D 0.06 GARFIELD COUNTY CO The Gem No. 9 Placer Claim, being the south 40 acres of each of the Lots 5, 6, 7 and 8 (said 40 acre tracts being now re -platted and numbered as Lots 21, 22, 23 and 24) in Section 1; and The Gem No. 10 Placer Claim being the south 40 acres of each of the Lots 5, 6, 7 and 8 (said 40 acre tracts being now re -platted and numbered as Lots 21, 22, 23 and 24) in Section 2. containing a total of 1760 acres, more or less. 910400 — R. L. EATON AGMT O 3 FEE T6S. R97W. 6th P.M Champion No. 5 Placer Mining Claim, embracing Lots 19 and 20 in Section 1, containing 36.04 acres, more or less. 830310 — D.D. POTTER #11 FEE T6S. R91W. 6th P.M. Lots 1, 2, 3, and 4 in Section 33; and Lots 3 and 4 in Section 34; containing 32938 acres, more or less. 830300 — D.D. POTTER #7 FEE T6S. R97W, 61h P.M. Denver No, 111 Placer Mining Claim, being SE/4 of Section 28; and Denver No. 112 Placer Mining Claim, being SW/4 of Section 28; comprising 320 acres, more or leas. 830290 — D.D. POTTER #5 FEE T6S, R97W. 6t P.M. NW/4 NW/4 of Section 28; comprising 40.00 acres, more or less. END OF EXHIBIT A PDC Lease - New Leese 53.doc 711812003 -6- 2/18/2003 6- Wheat recorded return to: Elizabeth A. Shiner, Esq. HOLLAND & HART, LLP P. O. Box 8749 Demo, CO 86201 ii iiinIE lilt i i 1i1! 111111111111111 7112112 05 11/15/2006 03:44f' 81863 P881 1 of 3 R 16.00 D 121.48 GARF1 LD COUNTY Co SPECIAL WARRANTY DEED THIS DEED, made this 13 tt ey ofNovomber, 2006, between Thomas F. Latham ofthe County of Mesa, State of Colorado, grantor and Berry Petroleum Company, a Delaware corporation whose legal address is 950174' Street, Suite 2400, Denver, Colorado 50282, ofthe City and County of Denver, State of Colorado, grantee; WITNESSETII, That the grantor, for and in consideration of the sum of One Million Two Hundred Fourteen Thousand Seven Hundred Eighty hollers (S1,214,780.00), the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents doea grant, bargain, sell, convey and confirm unto the grantee, its successors and assigns forever, all the real property, together with improvements, if any, situate, lying and being in the County of Garfield, State of Colorado, described as follows: All of the interest of the grantor, being an undivided one-half interest, in and to the real property described on Exhibit A, attached hereto and by this reference, made a part hereof also known by street and number as: vacant land TOGETHER with all and singular the hereditaments and appurtenances thereto belonging, or in anywise appertaining, and the reversion andieveraions, remainder and remainders, rents, issues and profits thereof; and all the estate, right, title, interest, Claim and demand whatsoever of the grantor, either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances, SUBJECT TO the Permitted Exceptions set forth on Exhibit B, attached hereto and by that reference made a part hereof; TO HAVE AND TO HOLD the said premises above bargained and described with the appurtenances, unto the grantee, its successors and assigns forever. The grantor, for himself, his heirs and personal representatives or successors, does covenant artd agree that he shall and will WARRANT AND FOREVER DEFEND the above -bargained premises in the quiet and peaceable possession ofthe grantee, its successors and ass€gna, against all and every person or persons claiming the whole or any part thereof, by, through or under the grantor. RESERVING unto grantor a non-exclusive easement over and across those existing two - track roads crossing the following lands: Section 29: SW%SEl4, SE'VSE%; Section 32: NEy4NE%4; and Section 33: NW1/4S W %4, SW 14S W r%4; alt in Township 5 South, Range 96 West of the 6th P.M., County of Garfield, State of Colorado; ibr purposes of ingress and egress to the adjacent property currently owned by grantor which is described as: Section 1: Lots 9 and 16; and Section 2: Lots 11, 12,13, 14 and NySE'l4; all inTownship 6South, Range 97Westofthe6*P,M.,County ofaarfreld, State of Colorado (the "Retained Property"); in connection with the residential, ranching, or recreational use of the Retained Property by the owner thereof. Grantee shall have the right to relocate the access road used by grantor at any time, so long as the relocated access road provides reasonably equivalent access to the Retained Property, IN WITNESS WHEREOF, the grantor has executed this deed on the date act forth above. STATE OF COLORADO ) ) as. COUNTY OF GARFIELD ) The foregoing instrwnenrweaaeknowledgedbefore meonthis i3dayafNovember, 2006, by Thomas F. Latham. "w•.ft"R.2iL.i1. _ hand and otTiciel seal DI': r•; NAI nitiritiisir EN ires: a,a`11 b% (ti—.— STATLa OP COI, it 1:11:: ' MY Commisst—.,—.'-'," Conan/won Expires D9E27 a' " Notary Public 1111111111111111111111111111111111111111111111111111111 711206 11/13/2006 03 44P 61663 P982 M At_SDORF 2 of 3 R 15.00 D 121 48 GARFIELD COUNTY CO EXHIBIT' A" Parcel 1 Township 5 South, Range 96 West of the 6"` P.M. Section 29: S/2 S'/s [160 acres] Section 32: NE' NEV, NW%4, N'/2 SW%4, SE'V4 SW'/4, WA NEA, [400 acres] (part of) Tax Parcel No. 213532100009 [560 acres more or less] Parcel 2 Township 5 South, Range 96 West of the 6th P.M. Section 32: SEA Section 33: SWl (remaining part of) Tax Parcel No. 213532100009 [320 acres] Parcel 3 Township 6 South, Range 97 West of the 6th P.M, Section 1: Lots [0,11, [2, 15, 17, 18, 19, 22, 23 and 24 (part of) Tax Parcel No. 216901100001 [334.78 acres more or less] all in the County of Garfield, Colorado, 111111111111 111111 11111 fill 1111111111111I 111111111 Iltf 711208 11!1612008 03:44P 81853 P983 h ALSDORP 3 of 3 R 36,00 D i21,48 GARFIELD COUNTY CO Exhibit B 1. Rights or claims of parties in possession not shown by the public rccords. 2. Easements, or claims of easements, not shown by the public records. 3. Discrepancies, conflicts in boundary lines, shortage in arca, encroachments, and any facts, which a correct survey and inspection ofthe premises would disclose, and which arc not shown by the public records. 4. This paragraph intentionally deleted. 5, This paragraph intentionally deleted. 6. Taxes and assessments for 2006 and subsequent years, a lien not yet due or payable. 7. This paragraph intentionally deleted. 8. Any and all water rights, claims, or title 10 water, whether or not the matters excepted arc shown by the public record, 9. Right of way for ditches or canals constructed by the authority oftho United States, ns reserved in United States Patent recorded January 16, 1925 in Book 112 at Page 424 and reservation of all oil and gas, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of July 17, 1914 in said Patent, and any and all intercats therein or assignments thereof. 10. Right of way i'or ditches or canals constructed by the authority of the United States, as reserved in United States Paten' recorded May 14, 1940 in Book 194 at Page 615 and reservation of all coal and other minerals, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations alto Act of Decembor 29, 1916 in said Patent, end any and all interests therein or assignments thereof. 11. Right of way for ditches or canals constructed by the authority of the United States, as reserved in United States Patent recorded January 28, 1943 in Book 208 at Page 138 and reservation of all coal and other minerals, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29. 1916 in said Patent, and any and all interests therein or assignments thereof. 12. Reservations, conditions and stipulations contained in United Slates Patent No, 1431391 recorded April 10, 1951 in Book 257 at Page 543 including. but not limited to the following: • Thai the grant hereby made is restricted in its exterior limits to the boundaries of the said mining premises, and to any veins or lodes of quartz or other rock in place bearing gold, silver, cinnabar, lead, tin, copper and other valuable deposits which may have been discovered within said limits subsequent to and which were not known to exist on July 12, 1949. • That should any vein or lode ofquartz or other rock in place bearing gold, si Iver, cinnabar, lead, lin, copper or other valuable deposits, be claimed or known to exist within the above- described premises at said last-named dated, the same is expressly excepted and excluded from these presents. • Right of way for ditches or canals constructed by the authority of the United States. 13. Reservation of all minerals, together with the right to prospect for, mine and remove the same as reserved by Rcdd Ranches in Warranty Deed recorded December 20, 1963 in Hook 355 al Page 5, and any and all interests therein or assignments thereof. 14. Conveyance to Ruth Latham ofan undivided one-half interest in and to rill minerals owned by Latham Ranches in Warranty Deed recorded August 20, 1987 in Book 719 at Page 51D, and any and all interests therein or assignments thereof. 15, Lack ofa right of access to and from the subject property. W also known by street address as: vacant Iand 1 111111 11111 1111111 11111 1111 1111 111111 111 1111111111111 711207 11/15/2006 03:46P 61863 P984 11 ALSDORF 1 of 3 R 16.00 0 121.48 GARFIELD COUNTY CO When recorded return to: Elizabeth A. Siemer, Esq. HOLLAND Ler. HART, LLP P. 0. Box 8749 Deorer. CO 80201 PERSONAL REPRESENTATIVE'S DEED THIS DEED is dated November j, 2006, and is made between Karen Lee Latham and Ginger Latham, as Co -Personal Representatives of the estate of Charles Harvey Latham, deceased, "Grantor" and Berry Petroleum Company, a Delaware corporation, "Grantee," whose legal address is 950 17. Street, Suite 2400, Denver, Colorado 80202, of the City and County of Denver, State of Colorado. WHEREAS, the decedent died on April 16, 2004 and Grantor was duly appointed Co - Personal Representatives of said eatate by the District Court In end for the County of Mesa, State of Colorado, Probate No, 04PR 116, on the date of April 28, 2004, and is new qualified and acting in said capacity, NOW THEREFORE, purauant Io the powers conferred upon Grantor by the Colorado Probate Code, Grantor does hereby sell and convey unto Grantee, for and in consideration of One Million Two Hundred Fourteen Thousand Seven Hundred Eighty Dollars ($1,214,780.D0), the following described real property situate hi the County of Garfield, State of Colorado: All of the interest of the Grantor, being an undivided one-half interest in and to the real property described on Exhibit A, attached hereto and by this reference made a part hereof and assessor's schedule or parcel number: Sea Exhibit A, attached hereto and by this referent made O a part hereof. O With all appurtenances, SUBJECT TO lbe Permitted Exceptions aet forth on Exhibit B, .0 attached hereto and by that reference made a part hereof. RESERVING unto Grantor a non-exclusive easement over and across those existing two - track roads crossing the following lands: Section 29: SWV.SE/,, SE'/SE/,; Section 32: NE/{NB4,; and Section 33: NW/,SWY4, SW%SW%,; all in Township 5 South, Range 96 West of the 6th P.M., County of Garfield, State of Colorado; for purposes of ingress and egresa to the adjacent properly currently owned by Grantor which is described as: Section I; Lots 9 and 16; and Section 2: Lots 11, 12, 13, 14 and N%,SE/.; all in Township 6 South, Range 97 West of the 6° P.M., County of Garfield, State ofColorado (the "Retained Property"); in connection with the residential, ranching, or recreational use of the Retained Property by the owner thereof. Grantee ahali have the right to relocate the access road used by Grantor at any time, so long as the relocated access toad provides reasonably equivalent access to the Retained Property. above. IN WITNESS WHEREOF. the Grantor has executed this deed on the date set forth Grantor: Co -Personal Representatives of the estate of Charles Harvey Lathan, Deceased /7r Karen Lee Latham STATE OF COLORADO ) )as. DNNr+ ROD:F. COUNTY' OF GARFIELD ) NOTARY f UQ,LI The foregoing g STATE OF{p1,pRA:O S g instrument was aoknowled ed before me this 1. day of �'. 009 2006, by Karen Lee Latham and Ginger Latham as r "s`" ` epresentatives of the estate of ' Charles Harvcylatham, Deceased. WITNESS my hand and official seal. My commission expires:_ffialaia., Not 4-) 111110011 1111111 11111 MI 1111 1111111 111 11111 1111 1111 711207 11/15/2006 03:46P B1863 P985 M AL5D0RF 2 of 3 R 16.00 D 121.4B GRRFIELD COUNTY CO EXHIBIT "A" Parcel 1 Townshio 5 South. Range 96 West of the 6'h P.M. Section 29: S'A S'/ [ 160 acres] Section 32: NE'/4 NE'/4, NW%,, N%: SW'/a, SE'/ SWV4, W'/z NEVI, [400 acres] (part of) Tax Parcel No. 213532100009 [560 acres more or less] Parcel 2 Township 5 South, Range 96 West of the 6'h P.M. Section 32: SE' Section 33: SW % (remaining part of) Tax Parcel No. 213532100009 [320 acres] Parcel 3 Township 6 South, Range 97 West of the 6"' P.M. Section 1: Lots 10,11, 12, 15, 17, 18, 19, 22, 23 and 24 (part of) Tax Parcel No. 216901100001 [334.78 acres more or Tess] all in the County of Garfield, Colorado, 111111111011111111111011111111111111111111111 I11I 1111 711207 11/13/2006 03:46P 01863 PS88 11 ALSDORF 3 of 3 R 16.00 D 121.48 GARFIELD COUNTY CO Exhibit B 1. Rights or claims of parties in possession not shown by the public records, 2. Easements, or claims of easements, not shown by the public records. 3. Discrepancies, conflicts in boundary Tines, shortage in area, encroachments, and any facts, which a correct survey and inspection of the premises would disclose, and which are notsbown by the public records. 4. This paragraph intentionally deleted. 5. This paragraph intentionally deleted. 6. Taxes and assessments for 2006 and subsequent years, a lien not yet due or payable. 7. This paragraph intentionally deleted. 8. Any and all water rights, claims, or title to water, whether or not the matters excepted are shown by the public record. 9. Right ofway for ditches or canals constructed by the authority of the United Stales, as reserved in United States Patent recorded January I6, 1925 in Book 112 at Page 424 and reservation of all oil and gas, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of July 17, 1914 in said Patent, and any and all interests therein or assignments thereof, 10. Right ofway for ditches or canals constructed by the authority of the United States, as reserved in United States Patent recorded May 14, 1940 in Book 194 at Page 615 and reservation of all coal and other minerals, together with the right 10 prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 in said Patent, and any and all interests therein or assignments thereof. 11. Right ofway for ditches or canals constructed by the authority of the United States, as reserved in United States Patent recorded January 28, 1943 in Book 208 at Page 138 and reservation of all coal and other minerals, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 in said Patent, and any and all interests therein or assignments thereof. 12. Reservations, conditions and stipulations contained in United States Patent No. 1431391 recorded April 10, 1951 in Book 257 at Page 543 including, but not limited to the following: • That the grant hereby made is restricted in its exterior limits to the boundaries of the said mining premises, and to any veins or lodes of quartz or other rock in plate bearing gold, silver, cinnabar, Iead, tin, copper and other valuable deposits which may have been discovered within said limits subsequent to and which were not known to exist on July 12, 1949. • Thal should any vein or lode of quartz or other rock in place bearing gold, silver, cinnabar, Iced, tin, copper or other valuable deposits, be claimed or known to exist within the above- described premises at said last-named dated, the same is expressly excepted and excluded from these presents. • Right of way for ditches or canals constructed by the authority of the United States. 13. Reservation of all minerals, together with the right to prospect for, mine and remove the same as reserved by Redd Ranches in Warranty Deed recorded December 20, 1963 in Book 355 at Page 5, and any and all interests therein or assignments thereof. 14. Conveyance to Ruth Latham of an undivided one-half interest in and to all minerals owned by Latham Ranches in Warranty Deed recorded August 20, 1987 in Book 719 at Page 510, and any and all interests therein or assignments thereof. 15. Lack ofa right of access to and from the subject property. 1 ,•. — 1111K IVO t lei i' 'G IEE! MI 11111 Reception#: 715970 01125/2007 03:45:52 PM 8:1aea P;0524 Jean R1herico 1 or 5 Rea Fee:326.00 Doc Fee:0.00 GRRFIELO COUNTY CO MEMORANDUM OF GAS GATHERING AGREEMENT THIS MEMORANDUM OF GAS GATHERING AGREEMENT (this "Memorandum") is made and entered into as of December 28, 2006 (the "Effective Date"), by and between PICEANCE CREEK PIPELINE, LLC, a Delaware limited liability company ("Gatherer"), with an address of 1100 Louisiana, Houston, Texas 7002, and ENCANA OIL & GAS (USA) INC., a Delaware corporation ("Shipper"), with an address of 370 17h Street, Suite 1700, Denver, Colorado 80202. WHEREAS, Shipper and Gatherer entered into that certain Gas Gathering Agreement dated December 28, 2006 (the "Agreement"), pursuant to which Gatherer will provide to Shipper Gathering 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 and Rio Hlanco Counties, 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 are summarized in Sections 2 through 6 below. 2. Term. The term of the Agreement shall commence on December 28, 2006, and shall continue in full force and effect for so long as Shipper and/or its Affiliates andfor 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 and has agreed to deliver, or cause to be delivered, to Gatherer, at the Receipt Points, all of the Dedicated Gas, which includes: (a) all of Shipper's Gas produced from all Dedicated Wells located within the Dedicated Area more particularly described on Exhibit A attached hereto, subject to prior dedications and commitments and the limitations specified in the Agreement; (b) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated June 7, 2006, as amended from time to time, by and between Berry Petroleum Company, as "Shipper," and Shipper, as "Gatherer," which covers Sections 1- 36 of Township 5 South, Range 94 West; Sections 1-36 of Township 5 South, Range 95 West; Sections 1-36 of Township 6 South, Range 95 West; and Sections 1-4, 9-16, 21-28, and 33-36 of Township 6 South, Range 96 West, all located in Garfield County, Colorado; (c) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated August 24, 2006, as amended from time to time, by and between ConocoPhillips Company, as "Shipper," and Shipper, as "Gatherer," which covers parts of Sections 21, 22, 23, 27, 28, 29, 30, 31, 32, 33, 34, 35 and 36 of Township 4 South, HOUSTON; 022384.00036: 1 134552v 11 1 1111E1 NlMn+r��r141051/11CJ1ilr WI 1110 ReceptionU: 715970 01/2512007 03:45:52 PM 0;1888 F:0525 Jean R1berico 2 of 5 Ren Fe04.26.00 Doe Pee:0.00 GARFIELD COUNTY CO Range 96 West; parts of Sections 25 and 36 of Township 4 South, Range 97 West; parts of Sections 2, 3, 4, 5, 6, 7, 8, 9, 16, 17, 18, 21, 27, 28, 33, 34, and 35 of Township 5 South, Range 96 West, all located in Garfield County, Colorado; (d) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated November 7, 2006, as amended from time to time, by and between Orion Energy Partners, L.P., as "Shipper," and Shipper, as "Gatherer," which covers the S12SE/4, SE/4SW/4 of Section 7; S/2, E/2NE/4 of Section 8; W/2W/2, SE/4SW/4 of Section 9; W/2, S/2SE/4 of Section 16; all of Section 17; Lot 4, E/2SW/4, SE/4NW/4, E/2 of Section 18 of Township 6 South, Range 91 West, all located in Garfield County, Colorado; and (e) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated June 29, 2006, as amended from time to time, by and between Berry Petroleum Company, as "Shipper," and Shipper, as "Gatherer," which covers portions of Sections 19, 20, 29, 30, 31, 32, 33, 35 and 36 of Township 5 South, Range 96 West; portions of Sections 5, 6 and 18 of Township 6 South, Range 96 West; and portions of Sections 1, 2, 11, 12, 13, 14, 21, 22, 28, 33 and 34 of Township 6 South, Range 97 West, all located in Garfield County, Colorado, subject to the potential release of 320 acres. 4. Covenant Running with the Land. So long as the Agreement is in 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 and its successors and assigns. 5. Gatherer Right of First Refusal. Subject to the terms and conditions of the Agreement, Shipper has granted to Gatherer a right of first refusal (the "Gatherer First Look") at the time of any proposed Transfer of all or any portion of two (2) parallel, twelve inch (12") diameter, approximately 44 -mile -long pipelines currently owned by Shipper and that extend from the area known as the White River Resource area southwest of Meeker, Colorado, located in Section 19, Township 1 South, Range 97 West, Rio Blanco County, Colorado, to northwest of. Parachute, Colorado, located in Section 34, Township 6 South, Range 96 West, Garfield County, Colorado (collectively, the "American Soda Pipelines"), to purchase such American Soda Pipelines as are offered for Transfer by Shipper. 6. Shipper Right of First Refusal. Subject to the terms and conditions of the Agreement, Gatherer has granted to Shipper a right of first refusal (the "Shipper First Look") at the time of any proposed Transfer of all or any portion of that certain 36 -inch diameter, approximately 48 -mile natural gas gathering pipeline, known as the Piceance Creek Gathering System, located in Garfield and Rio Blanco Counties, Colorado (the "Piceance Creek Gathering System"), to purchase such portion of the Piceance Creek Gathering System as is offered for Transfer by Gatherer. 7. No Amendment to Agreement. This Memorandum is executed and recorded solely for the purpose of giving notice and shall not amend nor modify the Agreement in any way. {Signature Pages Follow] NUUJSTQN: 022384.00036: 113455201 1111M ii i4J4F,ri ,11A 14.10.147,,InfillE sI 1 f1I Reception##: 715970 01!2512807 03:45:52 PI 8:1808 P.0526 Jean Alberlco 3 of 5 Rea Fee:$26,00 Doc Fee:0,00 GRRF16LO COUNTY CO IN W[TNESS WHEREOF, this Memorandum has been signed by or on behalf of each of the Parties as of the day first above written. STATE OF CD k tN l_I. CLC.) COUNTY hVititAe- ENCANA 0 (USA) INC. By: �► �— Name: r, Pc -t_ r c' 2 L Title:e: kji f i s&e t2 r § 5#L The foregoing} instrument was acknowledged before me by t7O-y ?butt:gib , the 01Ce PrihidLnt of EnCana Oil & Gas (USA) Inc., a Delaware corporation, on behalf pf said corporation this cog day of bet- , 2006. RotENA SOW Notary RUeIc spate of Coiaacfo HOUSTON: 0223 K4.00036: 1134552 11 or the State of Colorado 90/d X 1111 Y� liFtli `�ME�hIMh,�4�l �hi�V111 '�IE1 1111E Reeeptlon#: 7115970 0112512007 03:45;52 PM B:168B P:0627 Jean Alberioo 4 of 6 Rea Fee:$26.00 Doc Fea;D.OD GARFIELD COUNTY CO PICEANCE CREEK PIPELINE, LLC By: Enterprise Gas Processing, LLC, its sole member By: Name: <-:T• 11 Title: ayPeji7 STATE OF �x-uj § J ' 110 / rte! 6i /1 1— COUNTY OF Me&4 § The fore f } ing instrument was acknowledged before me byCin Q r� , the ii The_ r of Enterprise Gas Processing, LLC, a Delaware »,ited liability company, as sole member of Piceance Creek Piper - LLC, a lawa e 1�}'n ited liability company, on behalf of said limited liability company this �. day of et ,4,006. N +tary ' blic in and for the State of Texas AFTER RECORDING RETURN TO: Carolyn P. Varela Locke Liddell & Sapp LLP 3500 JPMorgan Chase Tower 600 Travis Houston, TX 77002 HO1JSTON: 022384,00036: 1 134552v11 ■111 K IWfA<1iMN IY!!a 51.1KOC1C■N 1f 111 ReceptionW 715970 01/25/2007 03:45:52 PM 8;1888 P:0528 Jean Rlberia0 5 of 5 Rec Fee:$26.00 Doe Fee:0.00 CRRFIELD COUNTY CO OY1Eaw• 510411W• siM100W .4rlbw. i • ekiAw ;ulg�w iHFKW •OSOOW - -'4NNM" 111.■■ simmusmWuJwMwrLr #■elrllr�*��MM! • lr eplalx u11 l�iww iilriR� �e]K 1■ rl ��.. ; r1111re1rllua:F�laku. ,,..:.:. rrrs11aellr■i 1= 1 ■lrilliirr 1.1 • 11 rYb- f MINKWE �rrl■1 w 0 • 15 it • iij RN iL* YY � rl ■ Ell `�■■ .s7 r .nasi!- Y . a� . i ..1 !mil ■gyp■■■� � 1 comm eno" 1 m tur}} � -. fiL Ill#Y1iii-' - ,: "p•: dg.. 1. Ir *s. �i - # lw ■•■ r '� r b i �ui`wi rim 1 % - fi`' 1 1.■ 1 :Fs ■1A�M r Al 111 i.f1■r#11l r"�'-'1< 1.� , . 11F F.!.4114.1111.1114r ■ �� r i� „. i„ lllli■�+• • vzr►T - ... ; _� !1 til . , . 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L 0 MarP,r d d.we ircazia 1ifi IOWE.®0.s4 �Y and agmam F DEDICATED AREA EXHIBIT A UIII 11111 RecepEtonri_ 753222 07/2912008 01:62:32 Phi Jean Riberico 1 of 8 Reo Fee:841.00 bac Fee:0.00 0fiRFIELO COUNTY CO MEMORANDUM OF FIRST AMENDED AND RESTATED GAS GATHERING AGREEMENT THIS MEMORANDUM OF FIRST AMENDED AND RESTATTD GAS GATHERING AGREEMENT (this "Memorandum") is made and entered into this J' day of July, 2008, but effective as of December 28, 2006 (the "Effective Date"), by and between ENTERPRISE GAS PROCESSING, LLC, a Delaware limited liability company ("Gatherer"), with an address of 1100 Louisiana, Houston, Texas 77002, and ENCANA OIL & GAS (USA) INC., a Delaware corporation ("Shipper"), with an address of 370 17t Street, Suite I700, Denver, Colorado 80202. WHEREAS, Shipper and Gatherer entered into that certain Gas Gathering Agreement dated December 28, 2006 (the "Original Agreement"), pursuant to which Gatherer provides to Shipper Gathering for the Dedicated Gas and Shipper IT Gas; and WHEREAS, Shipper and Gatherer entered into that certain First Amended and Restated Gas Gathering Agreement dated July Zi , 2008, but effective as of December 28, 2006 (the "Agreement"), pursuant to which (i) the Original Agreement was amended and restated in its entirety and replaced and superseded by the Agreement; and (ii) Gatherer will provide to Shipper Gathering for the Dedicated Gas and Shipper IT 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 Delta, Garfield, Gunnison, Mesa, Moffat, Pitkin and Rio Blanco Counties, 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 are summarized in Sections 2 through 6 below. 2. Term. The term of the Agreement shall commence on December 28, 2006, and 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 and has agreed to deliver, or cause to be delivered, to Gatherer, at the Receipt Points, certain Gas, produced from the Dedicated Area (being more particularly described on Exhibit A attached hereto), including, without limitation, the following: (a) Gas produced from Dedicated Wells which is attributable to the Interests in such Dedicated Wells which are owned by EnCana and/or its Affiliates and their respective successors and assigns, subject to prior dedications and commitments and the Iimitations specified in the Agreement; H01.1:0022384I00005:1340431v1 11111 iANNI,HICIM! L r' iIAl I1NII 11111 Reeaptianik: 753222 07129/2008 01:52:32 P11 Jean Alnarlco 2 of 8 Rao Fao:241.00 Oao Fee:O.00 GARFIEI_O COUNTY CO (b) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated June 7, 2006, as amended from time to time, by and between Berry Petroleum Company, as "Shipper," and Shipper, as "Gatherer," which covers Sections 1-36 of Township 5 South, Range 94 West; Sections 1-36 of Township 5 South, Range 95 West; Sections 1-36 of Township 6 South, Range 95 West; and Sections 1-4, 9-16, 21-28, and 33-36 of Township 6 South, Range 96 West, all located in Garfield County, Colorado; (c) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated August 24, 2006, as amended from time to time, by and between ConocoPhillips Company, as "Shipper," and Shipper, as "Gatherer," which covers parts of Sections 21, 22, 23, 27, 28, 29, 30, 31, 32, 33, 34, 35 and 36 of Township 4 South, Range 96 West; parts of Sections 25 and 36 of Township 4 South, Range 97 West; parts of Sections 2, 3, 4, 5, 6, 7, 8, 9, 16, 17, 18, 21, 27, 28, 33, 34, and 35 of Township 5 South, Range 96 West, all located in Garfield County, Colorado; (d) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated November 7, 2006, as arnended from time to time, by and between Orion Energy Partners, L.P., as "Shipper," and Shipper, as "Gatherer," which covers the SI2SE/4, SE/4SW/4 of Section 7; S/2, E/2NE/4 of Section 8; W/2W/2, SE14SW/4 of Section 9; W/2, S/2SE/4 of Section 16; all of Section 17; Lot 4, E/2SW/4, SE/4NW14, E12 of Section 18 of Township 6 South, Range 91 West, all located in Garfield County, Colorado; Gas delivered to EnCana under the terms of that certain Gas Gathering Agreement dated February 1, 2007, as amended from time to time, to be entered into by and between West Hawk Energy (USA) LLC, as "Shipper," and EnCana, as "Gatherer," which covers Sections 10, 11, 12, 13, 14, 15, 23 and 24 of Township 4 South, Range 99 West, all located in Garfield and Rio Blanco Counties, Colorado; (e) and (1) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated June 29, 2006, as amended from time to time, by and between Berry Petroleum Company, as "Shipper," and Shipper, as "Gatherer," which covers portions of Sections 19, 20, 29, 30, 31, 32, 33, 35 and 36 of Township 5 South, Range 96 West; portions of Sections 5, 6 and 18 of Township 6 South, Range 96 West; and portions of Sections 1, 2, 11, 12, 13, 14, 21, 22, 28, 33 and 34 of Township 6 South, Range 97 West, all located in Garfield County, Colorado, subject to the potential release of 320 acres, 4 Covenant Running with the Land. So long as the Agreement is in 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 and its successors and assigns. HOU:0022384/00005:1340431 v! 1 i •fliPIXVI'tMIliPiI1110 Reception*: 753222 07I29I2200 31:52:32 PM Jean ALberioc 3 of B Rao Fee:541.00 Doc Fee:0.00 GARFIELD COUNTY CO 5 Gatherer Right of First Refusal. Subject to the terms and conditions of the Agreement, Shipper has granted to Gatherer a right of first refusal at the time of any proposed Transfer of all or any portion of two (2) parallel, twelve inch (12") diameter, approximately 44 -mile -long pipelines currently owned by Shipper and that extend from the area known as the White River Resource area southwest of Meeker, Colorado, located in Section 19, Township 1 South, Range 97 West, Rio BIanco County, Colorado, to northwest of Parachute, Colorado, located in Section 34, Township 6 South, Range 96 West, Garfield County, Colorado (collectively, the "American Soda Pipelines"), to purchase such American Soda Pipelines as are offered for Transfer by Shipper. 6 Shipper Right of First Refusal. Subject to the terms and conditions of the Agreement, Gatherer has granted to Shipper a right of first refusal at the time of any proposed Transfer of all or any portion of (i) that certain 36 -inch diameter, approximately 48-nlile natural gas gathering pipeline, known as the Piceance Creek Gathering System (as defined in the Agreement), located in Garfield and Rio Blanco Counties, Colorado, (ii) that certain twenty-four inch (24") diameter, approximately twenty-six (26) mile natural gas gathering pipeline, known as the Great Divide Gathering System (as defined in the Agreement), located in Garfield County, Colorado, provided that the Parties consummate the Acquisition, (iii) that certain twenty-four inch (24") diameter, approximately twenty- two (22) mile natural gas gathering pipeline, known as the Collbran Valley Gathering System (as defined in the Agreement), located in Garfield and Mesa Counties, Colorado, provided that Gatherer constructs such system, (iv) if constructed by Gatherer, that certain twenty-four inch (24") diameter, approximately eighteen (18) mile natural gas gathering pipeline, known as the Vega Gathering System (as defined in the Agreement), located in Mesa County, Colorado, provided that Gatherer constructs such system, or (v) any related compression or other equipment that may be installed in the future by Gatherer to Gather Dedicated Gas (collectively, the Gatherer Facilities") to purchase such portion of the Gatherer Facilities as is offered for Transfer by Gatherer. 7. No Amendment to Agreement, This Memorandum is executed and recorded solely for the purpose of giving notice and shall not amend nor modify the Agreement in any way. H01J:002238403005:1340431 v I [Signature Pages Follow] 1111 Inii7lieliNIIMPIMIAMillirla 11 11 1 Reception$: 783222 07129J2000 01:82:32 PM Jean Al]arico 4 of 9 Roo Fee:$41.00 Doo Fee:0.00 GARFIELD COUNTY GO IN WITNESS WHEREOF, this Memorandum has been signed by or on behalf of each of the Parties as of the day first above written, ENCANA O t GAS (USA) INC. By: Name: Van" V. eu.Y t�tai� Title: y tc)a- P+�stc 'Qx ..1 e STATE OF COLORADO CITY AND COUNTY OF DENVER The foregoing instrument was acknowledged before me by Dean V. A...rc.ci I , the V +C4 re, ,dam., of EnCana Oil & Gas (USA) Inc., a Delaware corporation, on behalf of said corporation this c) I- day of July, 2008. No#y Public in and for the State of Colorado JUDITH B. SISNEROS NOTARY PUBUC STATE OF COLORADO My Commlnion Expires 03117/2012 HOU:00223e4ro0005:I340431v 1 11I110' 14WW11411.MALIriP1'GCKIii1.Il10' 11111 Reeeptlon#: 783222 87129!2008 01:52.32 PM Jean Alberico 5 of 8 Rea Fea:$41.00 Doc Fae:0,00 GAQPIELO COUNTY CO ENTERPRISE GAS PROCESSING LLC Name: f t11 fiZ04111Ktt Title: !aC \flLt Er -A aSZVIT STATE OF COLORADO CITY AND COUNTY OF DENVER The foregoing instrument was acknowledged before me by G 1 I , the .Sr. U -Prix ice -01- of Enterprise Gas Processing, LLC, a Delaware limited liability company, on behalf of said limited liability company this a F day of July, 2008. Attach: Exhibit A - Dedicated Area H0110022384/00005:1340431v1 •.4-y--- Notatry Public in and for the State of -Texas Co (o1G.4 JUDITH B. SISNEROS NOTARY PUBLIC STATE OF COLORADO My Commission Expires 03117/20121 1111 r i llitiVi1reilliNi X14111 114:14\1111 ++ 111111i 111111 Reeeptionic: 753222 07/29/2008 01:52:32 PN Jean Albarioa 6 of 8 Reo Fee:881.08 Doc Fee:0.00 GARFIELD COUNTY CO sklot iiifoiw ' +nalry sirii1y • I:NHw 1111110! . .,3411..??,..•;00.6»' .7-110111. 47F i1r 1. 1111 lig, W ' i 4fSfi✓. :r 4 kfllp4 5. 1 f+ ilh1111V ANO • 'itlPfTW I _ ,-1 1."1:4-1' I r vH i , rrz=+•111 •I4 -rr 't- r1:.. 1. ij• - A. . t '.fir i I iJ. i li}r'a:ti. ll1 �.•I •11,1111 y• is -H .t.. .` �•,�rr .l"1.11 ► -Y q1� .i!WisNt1 4}}1• ; i41ri . 'A8 -•1'�i y., i iq a_ Wj 711 efW iimikw iiIiiirar ■[:iMiilaikJ �4S[14 ri:Al •: :.,. .lwr*r si sillwiy�fr[31 Sul..�]■rl +�i�r! 7pieYi. iriwu ilriFinni. II nun mu l[iritn es ,• w�w,a,lrrrrtr�r11�11 s'• 1 •i l■lrrrwwlrrrrlr'[1Ti 110 trW' ran 810011 1110 *102W 1501W• 1014W :3:1W 0 0* 11 • 111410 1030W 0111110 t0404w fda1:W 11310311 de1f310W rotor,1101111' "" 123101W tt11111W 08 Wfla*W $31: W Mei Jaciam or,.are w.. ©mn rray. Ian**, ,..* ne.eer61 *am LLL7 •4;iii-Jellkin EL. Lirr rir#.*Ir _L, Vsnoin N 1;5*1<RIR#t1l ®1 rr,1?irlrirmi[m11.9411 Ir[i V � ' [mama: 1 11111#1.1171PA'ira111 r441,1411V7i1 rr 'nidi PBili!! 1 11 1 Reception8: 753222 0712912006 01:52:32 PM ,loan Alber1co 7 of 8 Roo Fee:$41.00 Doa Faa:0.00 GARI:IBID COUNTY CO 71N MOW 1.36 nacos TINR81W I-98 sectiaau T1NR92W 1.36 sealant TIN R93W 1 - 38 witting TIN 7194W 1- 36 weans 71N ROW 1.98 sections TIN R96W 1.38 sections T1N R97W 1.38 $8cilons TIN 1185W 1.36 oceans TIN RO9W 1- 36 sections TIN R1 COW 1 - 36 sections 72N R92W 1- 35 sections 72N R913W 1- 36 sections 72N R94W 1- 36 sections T2NR96W i - 38 'actions T2N RB6W 1- 36 sewn n T271 R97W 1- 35 sections 72N R96W I.36 sections T2NR99W 1.38 soden 1214 RIM 1-36 iseOos T3N R02W 1. 38 sections T3N R93W 1- 36 sections T371 R94W 1.35 sections T31/ R98W 1- 38 sections T9N ROM 1.38 sections T3N R97W 1.96 sections TSN ROM 1- 38 sections T3N R86<W 1- 38 sections T3N RI00W 1 •38 section 115 new 1.36 sections 118 RBOW 1 - 96 seasons 718 R91 W 1 •38 se Sols 118 RAM 1 •38 sections TIS R93W 1 - 38 anchone 118 R94W 1 - 36 sections T18 R95W 1 -38 sections TISR96W 1 •36 wen Tie RO7W I - 35 sections T13 R96W 1 - 36 seems 118 MOW 1.38 sediom T18RIOOW 1 -36 sadism T28R69W 1 -36 kid= T2SR90W 1 -36 mikes 728 RAW 4 - 36 sections 728 R71W 1 • 30 medicos 128 R93 1- 341 section 728R94W 1 -38 sections 728 MOW 1 -30 Bort' w 7213 R88w 1 - 36 ssa)ans 198 R97W I -36 sections 728 RIM 1- 38 8ettians T28R99W t-38 actions 72811100W 1-3,I0• RS, 22-27,34-38sed1ot. 738 ROW t - 36 sections 73.3 R6OW I - 3e sections T3SROI w 1-36*Mims T3S RBaw 1- 36 srs:ians T3S R93W 1.38 sections 1-38 R94W 1- 3e sections 738 R95W 1- 38 sections T3S R98 W 1 - 38 section 138 R9TW i - 36 section T38 R95W 1- 38 sections 138 ROOW 1-38rons 736 R100W 1- 3,10.13, 22 27, 34 - 36 moon 148 R89W 1.35 stations T49 MOW 1- 36 swims T46 RAM 1.36 unions 748 MOW 1.36 swoons 746 F11139.0 1.36 sections T48R94W 1.36 sections 749 R95w 1.38 secOoa 1413 RiOW 1.38 notions 143 R97W 1.36 sections 748 R98W 1.36 neons 748 RIBW 1.38 WW1 T4SRIOUW 1-38 mans T48R101W l-36 Becton 158 R3BW 1 •36 sections 758 R9*W 1- 36 sections 168R91W 1-36 sections TSSR92W 1-36 sections 758 R93W 1-98 sections 168 R94W 1-38 sections 158 ROW 1-38 taction. T5S ROM 1 -36 sections T5S R97W I •36 seance* T83 RBSW 1.36 sections 768 ROW 1.38 sections 763 MOW 1.98 seams T53 R101W 1.38 sections TOS NNW 1.35 sections 768810W 1.36 noun T88 ROW/ 1.36 sections TBS 11821N 1.38 sedan T68 RBMW 1.36 sedans T88 R94W 1- 36 moron 168 ROW 1-36 sedans T8SR88W 1-98 tertian 168 R97W 1-36 tendons Tee MOW t.38 sessions T6$ R96W 1.88 sections 163 RI90W 1.96 sections T68 R101W 1-38 sections T88 RIO2W 1.39 sections 178 R&M 1-301ea11ons T7S R98W 1-38 notions TiSR91W 1-36 sedans 776 R92W t . 38 sedan TI8R99w 1-381ec0ona 178R94W 1-38 section T78R98W 1-36 sections 178 NNW 1- 36 walrus 178 R97W t - 36 notions 1781196W 1-38 seasons T78 R99W 1- 36 enema T78 R19OW 1- 38 *Mons 778 RIMY 1- 36 1811110n, T78 R1f14W 1- 38 cocoon 788 R89W. 1.38 sections 186 R&M 1.36 sections 788 R92W 1.36 section TSB ROW 1.36 sections 788 R94W 1- 36 section T68RBSW 1-38 sections T68 R96W 1- 36 taction TOS R97w 1-36 $edkna T8S ROM 1.38 weans Tse MOW 1-98 sections 158 RIM 1.36 rasions 7118 R101 1.36 sections 789 71102W 1-36 sections Pansy?nt'A 798 R89W T93 REM 793 R92W TNS R63111 T68 ROM 793 RBt3W T8S RCM TILS R97W TOS ROM TB9 ROOW TBS R100w TBS R101w TDS R402W T2N R2W T105 R89W T1OS R90W 1188R81W T10S R92W 7108 803W 7103 R94W 1103 R96w TI OS ROMW TI03 MOW 71133 ROW T108 MOW 1103 RIM T408 Rim T113 R89W 711S ROOW T118 RIM 1118 R92W 1118 Ra3W 7113 RAW T116 ROW T118 ROOW 1118 ROW T116 ROM T1 IS ROW T12S ROW 7126 Row 7128 R91W 7123 R62W 7125 RB3W T128R94W T128 R9OW 7123 RAW 7125 RB7W 1123 ROW 1 .38 notions 1-38 sums 1-38 towns 1.36 *dons 1 -38 sections I.38 anions 1.38 soams 1-35 saoau 1-31 ssalaas 1-36 weans 1-36 sectiorie 1- 46,22-27, 94.30 socMarw 1- 14 sedans 1 -38 nations 1.38 section 1.96 sections 1- 38 sedans 1.36 sections 1.38 sections 1.36 sections t - 36 sections 1 - 38 sections 1 -36 ss10ons 1- Se sector 1-16.22.27.34.36 ssdidls 1-12 sections 1-3,10.12 aeelions 1 •38 soC6ma 1.38 section 1.38 sac1ons - 38 sections 1 -30 o3a0ens 1-36 actions 1- 96 sections I - 98 see0ne 1-36 sections 1.14,23-28,35-33 1 4.11- 12 1.36 'sedan 1.36 sections 1.38 Bodian 1- 36 satiate 1-38 sesame 1.36 sections 1.38 mecca 1- 38 sections 1.38 sections 1 -2,11.14, 23 - 28, 35, 36 saral0ns DEDICATED AREA LEGAL DESCRIPTION EXHIBIT A �INIMiI'�Q�1�4R±1�'��Q�II��U+G4F4�16i�i'h�4r'Ih�}�41��iN�� 11111 Reoeptlone: 793222 07!2912008 01:52.32 PM Jean Albedos 0 or n Roc Fa■:$41,0e Doo Fes:9.e0 GARF1ELD COUNTY CO 7111 Row rHlt91W TIN RgZW 71N RO3W 71N ROM 71N ROM T1N ROBW 71N R97W 71N R83W 71111#10W TIN R100W T2P1 RBQW T271 NSW 7219 R64W TAN R96W 72191193W T2N R97W 72N ROM 1271 NSW 7271 R100W T3N R92W 13N ROSM 7371 R94W 73x1 ROOW 73H R98W 1371 RUIN T3N 898 N TSN ROOW T3N MOW TIS R86W T18 Ram 718 R31 718 RBRW T13 it93W T1$ RO4W 718 RI SW 718 R9GW 718 R97W 718 R98W 7113 WSW 148 RIOOW T28 R89W 728 ROOW T28 891 W 728 R92W 728 RO3W T28 R94W T28 ROOW 7281195W 728 fi9TW T28 RO8W 128 ROMW 729 R100W 1.30 sections i - 36 se siona 1 -38 ee0110ns 1- 38 sections 1-36 sections 1-38 .echoes 1.38 Sections 1-38 sections 1 -38 section 1-36 oectlons 1.38 sections 1- 38 .sobace 1 -38 eeetio a 1.38 sections 1 -38 notions 1.96 sections 1.36 mums 1 - 38 sections 1-38 sections 1-88 sections i - 38 sections 1.30 .scions 1 -98 sections 1- 30 sections 1.38 eecilone 1-38 sections 1-38 sections 1-36 sections 1.36 sections 1 - 38 tectiOns 1-36 sections 1.39 swarm 1.36 sections 1-90 sections 1-36 sections 1-36 sections 1-38 sections 1-38 sections 1-38 sections 1- 38 sections 1- 30 sections 1- 36 sections 1-s8 sections 1-30 sections 1-38 sections 1-36 sections 1.36 sections 1-36 sections 1.36 maws ! - 36 sections 1 •36 section 4 -38 sections 1- 3,10.16, 22 - 27.34 - 38 sections 138 MOW 1 - 98 sections 738R90W 1-30 eectlona T38R61W 1.90 sections 739 R132W 1-38 sections 73S R93W 1.86 sections 738 R94W 1-39 .edicts 7381165W 1.38 sections T3$ ROM 1- 36 entices TM R97W 1- 36 sections 739 ROW 1.30 eeceona 738 it9OW 1-36 sections T38 RI OOW 1- 3,10 -16, 22 - 27, 34 - 38 sections T4S 8814 748 ROM T48 R81W T49 RO2W 148 RB3W T48 R94W 748 MOW T48 ROOW 148 ROM 148 ROW T49 ROOW T48 MOW 7488101W TSS RS8W T6S ROOW 768 RPM 788 R92W 709 R93W 1981134W MS RA81N 769 ROOW 768 R67W 768 R3OW 768 RAW - 768 RIM 758 R101W 7081189W TOS ROOW 708 ROM 786 now 788 R93W 788 11114W 188 RO6W 768 ROOW 103 ROTW 768 ROOW 789 ROM 709 RIOOrW TOB R101W TOB R102W T79 R89W 178 MOW T7S Ra1W 178 ROW 178 R93W 778 R94W 778 ROM 773 MOW 778 ROM T78 R8SW 778 R99W T7s R1OOW T78 R101 W 779 R102W 788 MOW 189 R91W 188 ROW 788 RO3W T8$ R94W T88 WSW 708 RIM 789 R97W 188 R88W T68 ROOW 188 RIOOW 789 8101 W 168 R102W 1.38 sections 1-98 sedans 1.38 wit= i - 39 sacllone 1- 36 WOW 1.86 sections 1.38 sections 1.36 eedias 1.38 section 1- 38 sections 1.38 sections 1- 38 sections 1.38 .wilds 1.58 sections 1.39 sodium 1-36 ssoUon% 1- 38 section 1 -36 sections 1- 38 sections 1-30 sectors 1-36 ssdfaro 1.36 sed0Ons 1-98 sections 1- 38 sections 1-38 sedans 1-38 seeilone 1-38 sections 1-38 sections 1-30 section 1- 38 sections 1.38 sections 1.36 sections 1- 38 section 1-30 sections 1- 36 sections 1.36 sed ons 1-36 .actin. 1 -36 spcUans 1.36 sadism 1- 38 seams 1- 30 sec6ots 1-30 aodione i - 38 sections 1-38 sections 1.38 sections 1-38 sections 1-38 sedan 1- 36 sectio. 1-36 sections 1-38 seek,* 1-36 sections 1-38 sections 1 - 38 melons 1 •38 sections 1.36 $actions 1.38 section 1- 38 eedlo s 1- 36 sections 1-38 section 1-36 sections 1-36 cation 1-38 sections 1-38 sections 1-36 sections 1- 36 sections 1-36 soden 1.36 motive TSB ROW 768 R91 W 768 RB2W 198 R93W 79811B1W 198 R9SW T9$ ROOW 183 R97W 768 R98W 798 MOW 798 R10OW 798 R101 W T98 R102W 1219 R2W 1103 ROOW 7109 ROOW 7108 R91W 7105 R97W T10$ R93W 7108 RO4W 7108 R66W 7108 R66W 7108 R97W T100 R93W 1103R99W 7108 R100W T106 R10119 7118 R69W Ti18896w T118 R91W 7118 R92W T118 RO3W T118 R94W 7118 ROSW 1113 71964 7118 ROW T11S R96W 7118 ROM 71213 ROOW T1231190W 1123 1101W T12S R9ZWW T128 71934 T128 R94W 1128 R88W 7128 R90W T128 R97W 1128 R98W 1-36 seclo o 1.38 :loons 1-30 *scam 1-38 sec6one 1-38 sedionn 1-38 sections 1- 38 sections 1- 38 secOons 1.38 sections 1-38 sections 1.56 sections 1.18, 22.27, 34 - 36 sections 1-14 sadIc e 1- 38 sections 4 - 36 sections 1-38 aediom 1-30 secocm 1.38 :.saws 1-98 e94$Ona 1 -36 sections 1.38 sections 1.38 weans 1-30 sections 1 -30 sections 1.10, 22-27,34.36 sections 1-12 sections 1 - 3, 10 -12 sections 1 - 36 section t - 36 sodions 1-36 sections 1-30•*Wens 1- 38 sections 1- 36 sections 1- 38 sections 1- 38 weans 1- 38 :notions i-14,23-20,35-38 1.2,11-12 1 -36 elutions 1- 36 sections 1-36 wok's 1 -36 eecSons 1 -36 sections 1-30 *scions t-30 section 1- 38 sec9ona 1-36 mcUons 1.2,11-14, 23 26, 36, 38 soothing DEDICATED AREA LEGAL DESCRIPTION EXHIBIT A ■11111 "r101.1,1114/111.51111111 INS IN MIM 59 04/1e3/2007 91x42 11 PM B:1913 P:0441 Jean Albarloo 1 of 10 Roo Fee:$62.00 Doo F44:0.00 GARFIELD COUNTY CO PIPELINE EASEMENT AGREEMENT STATE OF COLORADO ) COUNTY OF GARFIELD ) QLS $}467, THIS PIPELINE EASEMENT AGREEMENT, made this say 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 Petroleum Development Corporation, a Nevada corporation, with offices at 3801 Carson Avenue, Evans, CO 80620, 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 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 aclacowledged, the parties agree as follows: 1. GRANT OF EASEMENT. GRANTOR hereby grams 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 tight -of -way as farther 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, meters, drips, fittings, appliances, and related facilities), for the transportation of natural gas and associated liquids and gases, and water, herelnafler 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, perming, ranching or hunting rights. This Grant of Easement is strictly Iimited to the acreage as described in Exhibit "A" and if GRANTEE disturbs any of Grantor'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 andor 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")10 the its origfaal 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. to P' ifil If s I01g1111MI1 MgNI +el tN ILII WI 11111 ReceptLori#: 7Y1069 04/1312007 01;42:14 PM 5:1913 P:@442 Joan P1berico 2 of 10 Roo Fee:$52,00 boo Fes:0,00 GARFIELO COUNTY CO 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 Arca 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 pasties 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 concerning 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, raining, 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 frons 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 atones. holes, or piles of dirt which would interfere with fanning, 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 theresult of activities permitted hereunder, within three months of installing g 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 nested and cultivate until successfully reestabiiahing self sustaining vegetation. Reseeded areas shall be properly mulched except in pastures and bay 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 GRANTBE's activities conducted pursuant to this Agreement Upon completion of any pipeline construction, replacement, substitution, relocation, or removal 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 rtasonably necessary In conducting activities permitted under this Agreement. GRANTEE shall maintain a proper enclosure at all times end 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 ibr 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 2 i i 1111N i t 101,1111.10111111 Pi 11111 Rscept.on6: 721069 04113!2007 01:42:14 Piz B:f913. P:044a Jean Alb.rita 3 of 10 Roo Feo:02.00 Doc Feo 0.00 GARFIELD COUNTY CO G. GRANTEE shall bury its pipeline and subsurface facilities to provide a minimum of thirty -sic (36) incites between the tap of the pipeline and facilities and the ground level except In those areas where rock is encountered that would otherwise require blasting, in which teas, the facilities shall be buried a minimum of eighteen (18) inches below the surface. H. Except as otherwise provided herein, GRANTEE shall properly backfill end compact disturbed ground, excavated pipeline trenches, and other excavations in connection with its activities on the Easement Arca. Compection of disturbed areas in bay fields and pastures shall be accomplished using hydra -compaction methods followed by replacement of topsoil, free of stones and other debris. Immediately upon completion of any activity performed under this Agreement, GItANTLE shall repair damage to open irrigation and drainage ditches by using proper mechanical ditch channel compaction methods and by reestablishing pre-distmtbance grades and Bowlines. Ail 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 Arca 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 end 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 611 P.M. Said study shall be initiated, to the satisfaction of GRANTOR, bctbre pipeline construction in said Section 29 proceeds. The study shall include a mutually agreeable time from 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 661 P.M. The pipeline corridor and pipelines located therein shall not encroach on or be placed in said guiley. Following construction of pipelines in said segment, GRANTEE shall place and maintain obstaeles 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 ibr the adequacy of its pipeline designs and construction, including, but not limited to, design and construction of drainage crossings. F. 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 NH MAR MIL HIM! 141 Ng IIII! Receptiontl: 7210E9 44 of3100 0 7 o0 Fec$52.0® Doo9Fes:0.404GARFIELD couNTY Co R. Pipeline Construction activities on GRANTOR surface shall be coordinated with GRANTOR'e surface lessens to minimize oonflicts 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; aid shall continue so long es 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, et 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 four thousand dollars ($4000) upon exceed= 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 four thousand two hundred dollars ($4200). Said annual payment shall thereafter increase by Five percent (5%) 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 shalt continue as the depository far 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 et the top of page one of this Agreement. 5. USE OF EASEMENT AREA. A. A1I 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, fiurmbrg, 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', planned construction activities to all persons holding any rights, licenses, permits, easements or leases to use the surface of the Easement Area and lands tised 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 Willies, or public roads over or under the Easement Area C. GRANTEE shall keep the pipeline and associated facilldea in a good and safe condidon and, after doing any work which disturbs the susfaee 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 Easmaent Area, GRANTEE'S operations shall be subordinate to ORANTOR's right to conduct shale di operations on the Easement Area at any time in the future. If GRANTOR determines in its reasonable discretion that ORANTEE's operations will interfere with ORANTOR'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 relowdon of GRANTEE'S pipeline, valve terminals, gathering systems and other related facilities an 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 hs 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 i 11111A POMMY lW 1iRl X11411 N4I1N9I 1 +t UI Ill Reception#: 721069 04/13/2007 01:42:14 PM 8:1913 17:0446 Joan Aibarioo 5 of 10 Roo Fee:$52.00 Doc Fae:0.00 GARFIELD COUNTY CO 6. INDEMNIFICATION. GRANTEE AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD GRANTOR AND ALL OF GRANTOR'S AFFILIATED AND PARENT AND SUBSIDIARY COMPANIES, JOINT VENTURERS AND PARTNERS, AND ALL OF THE AFORESAID ENTITIES' OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, INVITEES AND INSURERS ("INDEMNITEES°') HARMLESS, FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, INJURY, COSTS (INCLUDING ATTORNEY FEES), EXPENSES, FINES, CLAIMS, DEMANDS AND CAUSES OF ACTION ARISING OUT OF, OR IN ANY WAY CONNECTED WITH GRANTEE'S ACTIVITIES OR OPERATIONS UNDER THIS AGREEMENT, FOR INJURY TO OR ILLNESS OR DEATH OF ANY PERSON (INCLUDING BUT NOT LIMITED TO AN INDEMNITEE OR AN EMPLOYEE OR AGENT OF GRANTEE OR GRANTEE'S CONTRACTORS OR SUBCONTRACTORS OR ANY THIRD PARTY) OR FOR LOSS OF OR DAMAGE TO PROPERTY (INCLUDING BUT NOT LIMITED TO PROPERTY OF INDEMNITEES, GRANTEE, GRANTEE'S CONTRACTORS OR SUBCONTRACTORS OR ANY THIRD PARTY) OR FOR VIOLATION OF ANY FEDERAL, STATE OR LOCAL LAWS, RULES, REGULATIONS, AND ORDERS INCLUDING BUT NOT LIMITED TO CERCLA AND RCRA. ,$UCH INRE)INJTY SHALL,APPLY EVEN IN,1KE EVENT OF AN INDEMNITEE1 OWN NEGLIGCE. WHETHER SUCH NEGLIGENCE I $OLE. COMPhRA '1 . CONTRIBUTOR) CONCURRENT�A.CTLVE. OR MEM , AND REGARDLESS OF WHETHER UUABI JTY 'H0 T FAULT IS IMPOSED OR ,BOUGHT TO BE IMPOSED (la QNg9R MORE Og THE INDEMNMTEF . THIS INDEMNITY SHALL NOT APPLY TO THE EXTENT THAT IT I5 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 satisfisctory to GRANTOR: A. Worker's Compensation and Employers' Liability Insurance as prescribed by applicable law. The limit of liability Ibr Employers' Liability Insurance shall not be less than SI.000,000 per occurrence. B. Comprehensive or Commercial General Liability Insurance (Bodily Injury and Propetty 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 Bruit 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 =teed to owned, non -owned and hired automobiles used m the performance of this Agreement. The limits of liability of such insurance shall not be less than 51,000,000 per person/ 51,000,000 per occurrence for bodily injury and 51,000,000 per ocaurence 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 than the insurer provide GRANTOR with 30 -days' written notice prior to the effective date deny cancellation or material change oftbe 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. AA Insurance policies or certificates of Guarance provided to GRANTOR shall be in a form acceptable to GRANTOR, shall reference tkia Agreement's QLS number as found at the 5 ILK Mt 11111 Reea'ptton#: 721069 84or310 Rao 01:42:14 ei 352.00 Oog a 0.00 0ARFI£LDbCOUNTY CO top of page one of this Agreement and shall be provided to GRANTOR prior to GRANTEE extrados any of the rights granted herein. 8. TAXES, [BENS AND ENCUMBRANCES. GRANTEE agrees to pay promptly and before delinquency all taxes end 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 fbdilities, whether or not separately assessed. GRANTEE shall pay all tuxes 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 heroin concerning site reclamation and facility removal and subject to liabilities accreted 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 lamination 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 es to those parts of the Easement Area no longer used as above, by written notice to GRANTEE, subject to the provisions haein concerning site reclamation and facility removal and subject to liabilities accrual 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 apecified 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 Arca, 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 tennination in which to remove the pipeline and all of its associated tacilitles from the Easement Area or Rom the part thereof as to which the t amination 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, GRANTS shall oxcart/ 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 Arca 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 hs 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 Agroanent shall not be assigned or otherwise transferred without the prior written consent of i 1111 in RI141.1 f++jNIL Nil II III Reeepttontt: 721080 74 of31000 s7 o8Fe4 2 S52.00 0 ua9Feap0 00 7ORRFIELOOCOUNTY CO GRANTOR. Subject to the foregoing, all of the terms, covenants, and conditions of this Agreement shall be binding upon the auoce880re and assigns of the patties. 11. WAIVER CLAUSE. The failure of either party to enforce, at any time, any of the provisions of thia Agrccmcnt, 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 14ereof, shall in no way be construed to be a waiver of such ptovisioo, 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 juriadl tion to enforce thus 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 insuch 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 0000fdance with the provisions of this section are: GRANTOR: Chhevren Shale Oil Company Attn: Manager, Shale Oil Development 11111 S. W'ti creat Dr. Houston, TX 77099 GRANTEE: Petroleum Development Corporation 3801 Canon Avenue Evans, CO 80620 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 Dying the term of this Agreement and for 2 years, thereafter, any mutually agreeable representatives authorized by either patty 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 fust written above. By: Name: („ Its: Attorney -in -Fact 7 ■In it l 161 NAM' fifikG Iiii I tlWI1 MI Rsceptleni; 721809 04/13/2007 01:42:14 PM 8:1913 P:044B Jean Alberloo B of 10 Rao Fee:$52.00 Doo F.o:0.00 GARFIELD COUNTY CO STATE OF TEXAS COtMFY OF HARRIS } } Tile for oing in ent was acimowledged befbre me this,L day o , 2000by C • . ii#9'/ as Attorney in•FactforChevron U.S.A. Inc. My Commission Expires: 9 ,30-11P Notary Public STATE OF COLORADO ) } COUNTY OF DENVER. The foregoing instrument was acknowl - ged before inc this . • y of October, 2006 by Petroleum Ti.dWA I.J. C.�law. as Development Corporation. My Commission Egires My Commission Expires: 0514312009 10,41.. Notary Public a ;Return to: `'Petroleum Development Corporation 1775 Sherman Street, Suite 3000 '- Denver, CO 80203 A4+h: ,duller a mgb� IAN isrn m 1g an EY n ap � goo a JO l 1e'61'u9eioNmal9 LW SO Xe 11101.0 90-1.1-60 MVO 99•ll-e9 :AA Ioammi I .4ee1171 W1NGVYl0lt Y A IGs4 Odd JO IU4.171 y1L T1 :sett! - Odd rm weripew A lAwal 1K01 MAW FrOLI I e6 Odd tot ..1LILY1o. Af MJDIa1 MAL L .11 006109; - A1.1010154 HJll1J O 11e add s1J 7/l141101 1! WANT' w104 'I �71a1 +NE '+B vlllleo C9t5-01.0-41)L6 NCO 'L119 'CA10 veltlhil® goo '3NI'4L1Vai 19 NOILJI1alL4T3i� DOVZI070a ' GLMRoa Q'I3T32iro 'NVIOIN3PZ 'VdL3NI2Id EMS `,LSSIM 18 3ONVII `H.LiTOS 9 dIHSNAlOZ '£T «NY 'ZT '1 SNOLL3SS QMV 1.S3dl 98 30HV8 HOS 9 dLHSNIIOdr ££ (INV 'EC OC '8Z 'OZ '8T SNOI.La38 NE 3LVPI.LIS AVM. 8O .LH0111 311IladId SV ? 'Itl811,LVN BQIM ,OOL ANVdNOD NZII3'IOILS3d llllE41 Q3SOdOUc1 d0 SZINfLOH H V SHL31% SNTilIS,LN3a \u 14 • L 3s'Al I.+11• • W�'LIMIMI•f LS� ALL MILANO 11 "on SOMME at 1QiY�ll t nn.-a_Vy- Le EI. A �tc�.ieer• Lam: r.� err ..ru �sLxir su�:r ' (-711 Li! Lserlae>_ ruFrxn..r`e �Lssorc_ lJ� .110321e LER! 1331 M 37175 71MendO 01, exl 1 111 MINN iNklitlfrANr r r il! Ramp! lanti: 738783 12/0312887 01+26.21 P11 Jean lLberloo 1 of Rao Fee:i26.00 Doo Fe0:0.00 GARFIELO GOUMY CO When recorded return to: Mary Arm Adams Berry Petroleum Company 950 176 Sleet, Suite 2400 Denver, CO 80202 CONNECTED ROAD RIGHT-OF-WAY GRANT AND EASEMENT THIS RIGHT-OF-WAY GRANT AND EASEMENT (this "Grant") is entered into effective the 14µ day of Alovern be..r 204 ("Effective Date"), from BERRY PETROLEUM COMPANY, a Delaware corporation whose address is 450 Seventeenth Street, Suite 2400, Denver, Colorado 80202 ("Grantor"), to CHEVRON SHALE OIL COMPANY, a division of Chevron U.S.A. Inc., whose address is 11111 S. Wilcrest, Houston, TX 77099 ("Grantee"). Grantor and Grantee (the "Parties") agree as follows: For and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration including the Garden Gulch Road Extension Agreement dated January 26, 2007, among the Parties, Garden Gulch, LLC, Petroleum Development Corporation, Marathon Oil Company, PGR Partners, LLC, Teton Piceance, LLC and Williams Production RMT Company (the "Agreement"), the receipt and sufficiency of which are hereby acknowledged, Grantor hereby grants, conveys and transfers unto Grantee, its successors and assigns, a perpetual, irrevocable, non- exclusive, cost-free right -of --way and easement to use the Connected Road (as hereinafter defined) for all lawful purposes including, without limitation, a corridor for ingress and egress to and from Grantee's surface lands for all purposes including oil shale exploration and development, and including, without limitation, maintenance , upgrading and widening of the road to be constructed by Grantor as is described in Section 8.a of the Agreement (the "Connected Road") in, on, over, under, or through the lands situated in Garfield County, State of Colorado, being more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the "Lands"). The Connected Road is more particularly depicted and described on Exhibit B hereto, being an "as - built" survey of the Connected Road, and being specifically Limited within such Lands to the corridors described in said Exhibit B. The width of said right-of-way and easement shall be limited to one hundred feet (100, being fifty feet (50') on either side of the centerline of the Connected Road as constructed, To have and to hold unto Grantee, its successors and assigns, for use by Grantee, its successors, assigns, agents, employees, contractors, and invitees. The right-of-way and easement granted herein is nonexclusive and, except as otherwise expressly provided herein, Grantor reserves unto itself and its successors, assigns and lessens, all rights and uses in, to, over and under the Lands other than those specifically granted herein; provided that, except in connection with the construction, operation and maintenance of the Connected Road, Grantor agrees not to build, create, construct or permit to be built, created or constructed, any obstruction, building, reservoir, engineering works or other structure over, under or on the right-of-way and easement granted herein without the express prior written consent of Grantee, which shall not be unreasonably withheld, delayed or conditioned, Grantee shall have all rights and benefits necessary for the intended use and maintenance of the rights herein granted, including but not limited to, the right of ingress and egress over and across the Lands solely for the purpose of exercising Grantee's rights hereunder. Grantee shall observe and comply with all applicable federal, state and local rules, regulations and policies (`Applicable Laws") while on or using the Connected Road. Grantee shall fully defend, protect, indemnify and hold harmless Grantor, its employees, contractors, subcontractors, agents and invitees from and against any and all claims, demands, causes of action, damages, obligatious and liabilities (including reasonable attorneysfees and costs, and including any and all environmental claims, demands, causes of action, damages, obligations or liabilities) which may be asserted by Grantee or its officers, directors, employees, contractors, subcontractors, agents or invitees, or which may be asserted by any third party on account of bodily injury, death, property damage, or violation of Applicable Laws, caused by, resulting from or in any way incidental to Grantee's, or Grantee's officers, directors, employees, contractors, subcontractors, agents or invitees' use of, or activities and operations on the right-of-way and easement granted herein. ■111111.14111NRlAM4CRIFT 111i iiia Rscvpt6onp: 738783 17198!2887 81:26:21 PM Joon Plbollco 2 of a nso Fs/425.08 Boa Fsss8,89 W RFIEtD COMITY CO Grantor makes no warranties or representations, express or implied, as to its title, interest or rights in the Lands, or that the Lands are suitable for the right-of-way or easement herein granted or any other purpose; provided that Grantor warrants and represents that it has the full right and lawful authority to grant and convey the right-of-way and easement granted and conveyed by it hereunder. Grantee shall not suffer or permit to be enforced against the Lands or Connected Road, or any part thereof, any mechanics, materialman's, contractors or subcontractors' liens arising from or any claim for damage growing out of any operation, repair, restoration, replacement or improvement by Grantee on the Lands or Connected Road, or any other similar claim or demand howsoever the same may arise, but Grantee shall pay or cause to be paid all of such liens, claims or demands before any action is brought to enforce the same against the Lands or Connected Road, This Grant cannot be modified, except in writing signed by all parties hereto. The provisions of this Grant are a covenant running with the land and shall extend to and be binding upon the heirs, executors, administrators, personal representatives, successors, and permitted assigns of Grantor and Grantee. If either Party is in breach of or defaults under a provision of this Grant, the non -defaulting Party shall have all rights at law and in equity available as a result of the other Party's breach or default of this Grant. Any notice, demand or election under this Grant shall be in writing and shall be given in person or by means of telecopy or other wire transmission, or mailed by registered or certified mail, or by reputable overnight courier, addressed to the applicable Party at the address first set forth above, or such other address as such Party shall notify the other of in writing. This Grant shall be recorded in the real property records of Garfield County, Colorado. This Grant shall be governed by and construed in accordance with the laws of the State of Colorado. This Grant may be executed in two or more counterparts all of which shall be considered one and the same document. IN WITNESS WHEREOF, the parties have executed this Grant as of the Effective Date. Grantee: CHEVRON SHALE OIL COMPANY, a division of Chevron U.S.A. Inc. By: C• .D- Title: 4—Xeo'Ar 11( Grantor: BERRY PETROLEUM COMPANY, a Delaware s1, • 1 salon By: •! /r Title: ' P Pr1, r STATE OF COLORADO } )ss, CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowled ed before me ibis day of i otsQ- 2007, by'tO Arcitesoyi , as Vir.,r.Preis. rodtbcdiera of BERRY PETROLEUM COMPANY, a Delaware corporation on behalf of said corporation. Witness my hand and official seal. My Commis ry Cpmislbn EimYH MOO. 2 No�lic: ao) 1 ,111 VA 11111KIV.Pil 111/Mil HI Recspklontl: 738783 12J0612087 01:25:21 PR Jew Albrrio* 3 of 8 Rea Fee:328.0D 000 Fea:0.D0 GARF1ELD COUNTY LO )ss, The forego" ggst�rrt�wgag'c3�iowledged re me tbirda of 2007, by (Sr -if , as �+ SHALE 01 COMPANY, a division of Chevron U. ,A. Inc., on be alf of said corporation. Bary Public: IF of CHEVRON Witness my hand and official seal. My Commission Expires. R .LCL J LUISA GANUNG • Hominy NamSTATEOF7E%Ag MYVADASSIONMPIRES MAY 30, 2008 3 11111 'awTElhl��pll��ihI�IhI4� ICkli CI �Illh��l�� If UI Raerptic,$: 738763 13J05f2967 01:26;21 PI1 Min Albrrieo 4 of Rao Foe:525.00 Doc F.\:0.60 GARFIELD COUNTY Co EXHIBIT A THE 1.ANA8 Parcel 1 Township 5 South. Range 96 West of theAth M. Section 29: S112 Stn [160 acres] Section 32: NEN NEN. NWV4,NWISW1f4,SEN SWi,WItZNEI/4 [400 acres, more or less] (part of) Tax Parcel No. 213532100009 Parcel 2 Township 5 South. Range 96 West of the " P.M. Section 32: SE1f4 Section 33: S W u4 (remaining part of) Tax Parcel No. 213532100009 [320 acres, more or less) Parcel Township 6 South, Range 97 West of the 6'h P.M. Section 1: Lots 10, 11,12,15,17, 18, 19, 22, 23 and 24 (part of) Tax Parcel No. 216901100001 [334.78 acres more or less] all in the County of Garfield, Colorado, 4 NM Mk FIRIViniNtiNirlia#MIC*1.110 NW 11114 '�.o.pelorI$ 737B3 14of 6 Rio 01;20 21 P01 J.an Hlh.rloo 6 01 6 Rio Fug;26.00 Doo Fi..0.00 OSWFIE1D COUNTY GO opt tip 41 I '`.4‘ 1 1•61 - i 0 0 1 0 0' .r _ i-t-�� U _ 1 r r � 111 I I —... _ i z JI + '' 1 I I PI ‘'OK p 0-r{ MOP P 22/r NAR I—I lenifIF,4 td Egcl 06 1-1 .0 'A A SIR I =NM Tg e 0 1 1_ 111114111iklatIlIintRi4eilIMICKIViIll`s 11111 Raceptianf: 7387a4 210812007 os,2B:21 pM dean AU6arroo of 6 Rea Foot$26.06 Goo F« 0.00 GARFIELD COUNTY CO SCD recorded return to: Mary Ann Mann BerryPehnleum Company 95017° Street, Suite 2400 Denver, CO 80202 CONNECTED ROAD RIGHT-OF-WAY GRANT AND EASEMENT THIS RIGHT-OF-WAY GRANT AND EASEMENT (this "Grant") is entered into effective the 146 day of November, 2006 ("Effective Date"), from BBRRY PETROLEUM COMPANY, a Delaware corporation whose address is 950 Seventeenth Street, Suite 2400, Denver, Colorado 80202 ("Grantor"), to WILLIAMS PRODUCTION RMT COMPANY, whose address is 1515 Arapahoe Street, Tower 3, Suite 1000, Denver, CO 80202 ("Grantee"). Grantor aid Grantee (the "Parties") agree as follows: For and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration including the Garden Gulch Road Extension Agreement dated January 26, 2007, among the Parties, Garden Gulch, LLC, Petroleum Development Corporation, Marathon Oil Company, FOR Partners, LLC, Teton Piceance, LLC and Williams Production RMT Company (the "Agreement"), the receipt and sufficiency of which are hereby eclatowledged, Grantor hereby grants, conveys and transfers unto Grantee, its successors and assigns, a non-exclusive, cost-free right-of-way and easement, to use for all lawful purposes, the Connected Road (as hereinafter defined) situated in Garfield County, State of Colorado, being more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the "Lands"). The Connected Road is more particularly depicted and described on Exhibit B hereto, being an "as -built" survey of the Connected Road, and being specifically limited within such Lands to the corridors described in said Exhibit B. The width of said right-of-way and easement shall be limited to one hundred feet (100'), being fifty feet (50') on either side of the centerline of the Connected Road as constructed. To have and to hold unto Grantee, its successors and assigns, for use by Grantee, its successors, assigns, agents, employees, contractors, and invitees, The right-of-way and easement granted herein is nonexclusive and, except as otherwise expressly provided herein, Grantor reserves unto itself and its successors, assigns and lessees, all rights and uses in, to, over and under the Lands other than those specifically granted herein; provided that, except in connection with the construction, operation and maintenance of the Connected Road, Grantor agrees not to build, create, construct or permit to be built, created or constructed, any obstruction, building, reservoir, engineering works or other structure over, under or on the right-of-way and easement granted herein without the express prior written consent of Grantee, which shall not be unreasonably withheld, delayed or conditioned. Grantee shall have all rights and benefits necessary for the intended use and znainteoance of the rights herein granted, including but not limited to, the right of ingress and egress over and across the Lands solely for the purpose of exercising Grantee's rights hereunder. Grantee shall observe and comply with all applicable federal, state and local rules, regulations and policies ("Applicable Laws") while on or using the Connected Road. Grantee shall Cully defend, protect, indemnity and hold harmless Grantor, its employees, contractors, subcontractors, agents and invitees from and against any and all claims, demands, causes of action, damages, obligations and liabilities (including reasonable attorneys fees and costs, and including any and all environmental claims, demands, causes of action, damages, obligations or liabilities) which may be asserted by Grantee or its officers, directors, employees, contractors, subcontractors, agents or invitees, or which may be asserted by any third party on account of bodily injury, death, property damage, or violation of Applicable Laws, caused by, resulting from or in any way incidental to Grantee's, or Grantee's officers, directors, employees, contractors, subcontractors, agents or invitees' use of, or activities and operations on the right -of --way and easement granted herein. Grantor makes no warranties or representations, express or implied, as to its title, interest or rights in the Lands, or that the Lands are suitable for the right-of-way or easement herein granted or any other purpose; provided that Grantor warrants and represents that it has the full right and lawful authority to grant and convey the right-of-way and easement granted and conveyed by it hereunder, i 1 1 �u�1i�7� 1RM4ti'�PIt��@�1 �G�H+�i1M"W I �I�1,01.1114 1{11 Rettptran#1: 736784 1210612667 01[26:21 PM loan Alborleo 2 of 6 Roo Fla:126,00 Ooa Foot0.00 GARFIELO COUNTY CO Grantee shall not suffer or permit to be enforced against the Lands or Connected Road, or any part thereof, any mechanics, materialman's, contractors or subcontractors' liens arising from or any claim for damage growing out of any operation, repair, restoration, replacement or improvement by Grantee on the Lands or Connected Road, or any other similar claim or demand howsoever the same may arise, but Grantee shall pay or cause to be paid all of such liens, claims or demands before any action k brought to entree the same against the Lands or Connected Road. This Grant cannot be modified, except in writing signed by all parties hereto. The provisions of this Grant are a covenant running with the land and shall extend to and be binding upon the heirs, executors, administrators, personal representatives, successors, and permitted assigns of Grantor and Grantee. If either Party is in breach of or defaults under a provision of this Grant, the non -defaulting Party shall have all rights at law and in equity available as a result of the other Party's breach or default of this Grant. Any notice, demand or election under this Grant shall be in writing and shall be given in person or by means of telecopy or other wire transmission, or mailed by registered or certified mail, or by reputable overnight courier, addressed to the applicable Party at the address first set forth above, or such other address as such Party shall notify the other of in writing. This Grant shall be recorded in the real property records of Garfield County, Colorado. This Grant shall be governed by and construed in accordance with the laws of the State of Colorado. This Grant may be executed in two or more counterparts all of which shall be considered one and the same document. IN WITNESS WHEREOF, the parties have executed this Grant as of the Effective Date. Grantee: WILLIAMS PRODUCTION RMT COMPANY a Delaware corporation By: eph arrett Tit Attorney -in -Fact fi STATE OF COLORADO )ss. CITY AND COUNTY OF DENVER Grantor: BERRY PETROLEUM COMPANY, a Delaware corporation By: Title: Vf' Frock,,-lyo.-, Th foregoing instrument was acknowledged ybefore me this D day of November, 2007, by ArldrEer) , as YiC,e 'iZ6 . -- T"yocokch`on of BERRY PETROLEUM COMPANY, a Delaware corporation on behalf of said corporation. Witness my hand and official seal. My Commission Expir Notary P blit; mina 2 tIII1'LIIIVIN11;161;1ENYC1ir1iliiiih Iii 11111 Raeaappkle& ; 738784 12/06$200761125e21 PM Jun Albarlee a 0I 6 Rae Faa:f28.00 Dee Faa:0.00 GARFIELD COUNTY CO STATE OF COLORADO CITY AND COUNTY OF DENVER jss. } The foregoing instrument was acknowledged before me this NC day of November, 2007, by Joseph P. Barrett, as Attorney -in -Fact of WILLIAMS PRODUCTION RMT COMPANY on behalf of said corporation. Witness my hand and official seal. My Commission Expires: 3 1111 IF1�1��{Y�pllilaiir��YhArCiRl ttti.MON 11111 R.captivnp: 73621&47 a9106!2@07 0425 P1 .lain 1:1113nloo of 5 5.0 Fu r$26.O0 Opo Fu;O.eU ORAFIELU COUNTY CO EXHIBIT A THE LANDS Parcel 1 :Township 5 South, Range 96 West of the 6th P.M. Section29: Sin Sin [160 acres] Section 32: NB114NEFf4, NW1r4 N1n SWu4, SEu4SWA WinNE14, [400 acres, mare or less] (part of) Tax Parcel No. 213532100009 Parce12 Township 5 South, Ranite 9A West of the 6th P.M, Section 32: SEE1s Section 33: SW1/4 (remaining part of) Tax Parcel No. 213532100009 [320 acres, more or less] Parcel 3 Township 6 South. Range 97 West of the 6th P.M, Section 1; Lots 10,11,12, 15, 17, 18, 19, 22, 23 and 24 (part of) Tax Parcel No. 216901100001 [334.78 acres more or less] all in the County of Garfield, Colorado, 4 •IIIIth:/l�i�Y��l�� , ,1 ;i4 1�4NI RaeaPkionq: 738794 12/106/2607 t 000 F10 28.01 4 puaaF4 p0 R0 GARFIELD COUNTY 60 . r 9 It 4 II 8 °b$! 14;10 =aXCi 41 A pt 1 ■11�li'I�N��'I 'iR�I��E�i��,1�1�4�iMM�� h�Gr�t#�lNi�� 11111 Rcceptfont 740785 Di/OB/2008 02:17:35 PN Jean Alberico 1 of 3 Roo Faa:$0,00 Doc Fee:0,00 GARFIELD COUNTY CO STATE OF COLORADO County of Garfield ) )ss At a regular meeting of the Board of County Commissioners for Garfield County, Colorado, held in the Commissioners' Meeting Room, Garfield County Courthouse, in Glenwood Springs on, Monday, the 17th day of December A.D. 2007, there were present: John Martin , Commissioner Chairman Larry McCown , Commissioner Tresi Houpt , Commissioner Carolyn Dahlgren , Assistant County Attorney jean Alberico , Clerk of the Board Ed Green (Absent) , County Manager when the following proceedings, among others were had and done, to -wit: RESOLUTION NO. 2 008-01 A RESOLUTION CONCERNED WITH THE APPROVAL OF A CONDITIONAL USE PERMIT FOR A WAREHOUSE FACILITY/STAGING AREA LOCATED ON A PROPERTY OWNED BY BERRY PETROLEUM, GARFIELD COUNTY PARCEL NO# 213532100009 r WHEREAS, the Board of County Commissioners of Garfield County, Colorado ("Board"), has received an application from Berry Petroleum Company for a Conditional Use Permit ("CUP") to allow a Warehouse Facility/Staging Area on their property within the RL (Resource Lands) zone district; and WHEREAS, the Board held a public hearing on thel7th day of December, 2007, upon the question of whether the above described CUP should be granted or denied, at which hearing the public and interested persons were given the opportunity to express their opinions concerning the approval of said special use permit; and WHEREAS, the Board on the basis of substantial competent evidence produced at the aforementioned hearing, has made the following determination of fact as listed below: l .) That proper public notice was provided as required for the hearing before the Board of County Commissioners; 1 11111KFIVICNIINIfiNtlilelw i h IifiHfil uII I RosQptlon#t: 740786 01108/2008 02:17:35 PM Jean AIWAao 2 of 3 Ree Fee:$0.00 Doe Fee:0.00 GARFIELD COUNTY CO 2.) That the hearing before the Board of County Commissioners was extensive and complete and that all interested parties were heard at that meeting; 3.) The Application is in conformance with Garfield County Zoning Resolution of 1978, as amended; 4.) That for the above stated and other reason, the proposed Conditional Use Permit is in the best interest of the health, safety and welfare of the citizens of Garfield County; NOW THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Garfield County, Colorado, that a Conditional Use Permit for a Warehouse Facility/Staging Area on a property owned by Berry Petroleum Company (Parcel No. 213532100009) is hereby approved subject to compliance with all of the following specific conditions: 1) That all representations of the Applicant, either within the application or stated at the hearing before the Board of County Commissioners, shall be considered conditions of approval unless explicitly altered by the Board; 2) The Applicant shall provide Garfield County with a revegetation security in the amount of $48,000; 3) Volume and Sound generated shall comply with the standards set forth in the Colorado Revised Statute at all times; 4) The Applicant shall comply with all performance standards identified in §5.03.08 of the Garfield County Zoning Resolution as amended; 5) The Applicant shall construct a paved driveway access apron prior to the issuance of the Conditional Use Permit; 6) All improvements shall comply with Garfield County Zoning Resolution of 1978, as amended; 7) The Applicant shall implement erosion control and stormwater management facilities before large scale site disturbance begins to prevent the transfer of sediment off-site; 8) All lighting associated with the proposed use shall be directed downward and away from adjacent properties; 9) All vehicles shall comply with Garfield County oversize/overweight requirements; 10)As represented in the application un -surfaced areas shall be treated to control dust emissions; 2 1111PA IUM1CH1iIMIil h lr4Tl Mhili ii111 RecepUlon#• 740786 81/8B/2008 82;17.35 PPI Senn Alberioo 3 of 3 Rae Fee:30.08 Coo Fee:O.00 GARFIELD COUNTY CO 11)The Applicant shall remove all un -friendly wildlife fencing; 1 2)A11 food waste shall be stored in bear proof containers and disposed of appropriately; 1 3)The access road leading to this facility shall be maintained and cleared of snow for accessibility year round to allow for maintenance of the portable toilets; ATTEST: GARFIE CO TY BOARD OF COMMIS GARFIELD COUNTY, LO Upon emotion duly made and seconded the forego utio as adopt: by the • following vote: COMMISSIONER CHAIR JOHN F. MARTIN COMMISSIONER LARRY L. MCCOWN COMMISSIONER TR$SI HOUPT STATE OF COLORADO County of Garfield )ss ) I, , County Clerk and ex -officio Clerk of the Board of County Commissioners, in and for the County and State aforesaid, do hereby certify that the annexed and foregoing Resolution is truly copied from the Records of the Proceeding of the Board of County Commissioners for said Garfield County, now in my office. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said County, at Glenwood Springs, this day of , A.D. 20 County Clerk and ex -officio Clerk of the Board of County Commissioners 3 'N6 TIF stewart D.v c.7 a 4¶P title of colorado Stewart Title of Colorado, Inc, Glenwood Springs Division 1620 Grand Avenue Glenwood Springs, CO 81601 Phone: 970-945-5434 Fax: 970-945-1135 Date: Order Number: Buyer: Seller: Property Address: September 13, 2008 20173 Chevron USA Inc .. Please direct all Escrow inquiries to: Please direct all Title inquiries to: Susan Sarver Phone: 970-945-5434 Email Address: susan.sarver@stewart.corn SELLER: Chevron USA Inc C!O Shane McCoy Western Field Services SEARCH SELLING BROKER: We Appreciate Your Business And Look Forward to Serving You in the Future. ALTA Commitment (6/17/06) ALTA Commitment Form COMMITMENT FOR TITLE INSURANCE Issued by stewart title guaranty company Stewart Title Guaranty Company, a Texas Corporation ("Company"), for a valuable consideration, commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the Proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest in the land described or referred to in Schedule A, upon payment of the premiums and charges and compliance with the Requirements; all subject to the provisions of Schedules A and B and to the Conditions of this Commitment. This Commitment shall be effective only when the identity of the Proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A by the Company. All liability and obligation under this Commitment shall cease and terminate six months after the Effective Date or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue the policy or policies is not the fault of the Company. The Company will provide a sample of the policy form upon request. This commitment shall not be valid or binding until countersigned by a validating officer or authorized signatory. IN WITNESS WHEREOF, Stewart Title Guaranty Company has caused its corporate name and seal to be hereunto affixed by its duly authorized officers on the date shown in Schedule A. Countersigned: For Informational Purposes Only Stewart Title of Colorado, Inc. Glenwood Springs Division 1620 Grand Avenue Glenwood Springs, CO 81601 Phone: 970-945-5434 Fax: 970-945-1135 j__ teYYaI t y -f'14,4 titre guaranty Company Senior Chairman oftile Board Chairman of the Board /e/Ap rr >44 President Order Number: 20173 ALTA Commitment (6/17/06) COMMITMENT FOR TITLE INSURANCE SCHEDULE A 1. Effective Date: August 29, 2008, at 7:30 A.M. Order Number: 20173 2. Policy or Policies To Be Issued: Amount of Insurance (a) A.L.T.A. Owner's (b) A.L.T.A. Loan Proposed hnsured: (Extended) $ TBD 3. The estate or interest in the Land described or referred to in this Commitment and covered herein is: Fee Simple 4. Title to the referenced estate or interest in said Iand is at the effective date hereof vested in: Chevron USA, Inc. 5. The land referred to in this Commitment is described as follows: PARCEL 1 W1/2W 112 of Section 12, Township 6 South Range 97 West of the 6th Principal Meridian (aka Community No. 4 Placer Mining Claim) PARCEL 2: NW1/4, W1/2SW1/4 of Section 13, Township 6 South, Range 97 West of the 6th Principal Meridian (aka Midland No. 9 and West'''/ of Midland No. 8 Placer Mining Claim) County of Garfield . State of Colorado Statement of Charges: These charges are due and payable before a Policy can be issued: Order Number; 20173 ALTA Commitment (6/17/06) — Schedule A Page 1 of 1 rsLewart title guaranty company COMMITMENT FOR TITLE INSURANCE SCHEDULE B — Section 1 REQUIREMENTS Order Number: 20173 The following are the requirements to be complied with: 1. Payment to or for the account of the grantor(s) or mortgagor(s) of the full consideration for the estate or interest to be insured. 2. Proper instrument(s) creating the estate or interest to be insured must be executed and duly filed for record. 3. Execution of Affidavit as to Debts and Liens, which is attached or will be provided at closing. 4. Payment of all taxes and assessments currently due and payable, if any. 5. Notice of Commencement of Action — Lis Pendens, Case No. 02CV079, recorded April 22, 2003 in Book 1460 at Page 766 as Reception no. 625634. Order Number 20173 ALTA Commitment (6/17/06)— Schedule B 1 Page 1 of 1 stewart title guaranty company COMMITMENT FOR TITLE INSURANCE SCHEDULE B — Section 2 EXCEPTIONS Order Number: 20173 The policy or policies to be issued will contain exceptions to the following unless the same are disposed of to the satisfaction of the Company: 1. Rights or claims of parties in possession, not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title that would be disclosed by an accurate and complete land survey of the Land and not shown by the public records. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing the public records or attaching subsequent to the effective date hereof, but prior to the date the proposed insured acquires of record for value the estate or interest or mortgage thereon covered by this commitment. 6. Unpatented mining claims, reservations or exceptions in patents, or in acts authorizing the issuance thereof. 7. Water rights, claims or title to water. 8. Any and all unpaid taxes and assessments and any unredeemed tax sales. 9. The effect of inclusions in any general or specific water conservancy, fire protection, soil conservation or other district or inclusion in any water service or street improvement area. PARCEL 1: 10. Right or the proprietor of a vein or lode to extract and remove his ore therefrom, should the same be found to penetrate or intersect the premises hereby granted, as reserved in United States Patent recorded November 15, 1922 in Book 134 at Page 585 as Reception No. 80772. 11. Location Certificate recorded August 20, 1917 in Book 111 at Page 159 as Reception No. 58380. 12. Memorandum of Agreement recorded October 7, 1999 in Book 1154 at Page 472 as Reception No. 553393. Order Number: 20173 ALTA Commitment (6117106)- Schedule B 2 Page I of 3 rV `ewart title guaranty company 13. Oil and Gas Lease recorded November 12, 2002 in Book 1405 at Page 498 as Reception No. 614407, and any and all assignments of record, or otherwise, thereof, or interests therein, and other Oil and Gas Leases of record, and any and all assignments of record, or otherwise, thereof, or interests therein. 14. Affidavit of Production recorded August 6, 2004 in Book 1611 at Page 290 as Reception No. 657381, and Affidavit of Production and Extension of Lease recorded December 3, 2007 as Reception No. 738434. 15. Memorandum of Gas Gathering Agreement recorded January 25, 2007 in Book 1888 at Page 524 as Reception No. 715970. 16. Pipeline Easement Agreement recorded April 13, 2007 in Book 1913 at Page 441 as Reception No. 721069. 17. Pipeline Easement Agreement recorded July 16, 2007 in Book 1950 at Page 481 as Reception No. 728084. 18. Resolution No. 2007-101 recorded October 17, 2007 as Reception No. 735293. 19. Resolution No. 2008-27 recorded February 21, 2008 as Reception No. 743337. 20. Memorandum of First Amended and Restated Gas Gathering Agreement recorded July 29, 2008 as Reception No. 753222. PARCEL 2 21. Right or the proprietor of a vein or lode to extract and remove his ore therefrom, should the same be found to penetrate or intersect the premises hereby granted, as reserved in United States Patent recorded November 9, 1922 in Book 138 at Page 228 as Reception No. 80718. 22. Right or the proprietor of a vein or lode to extract and remove his ore therefrom, should the same be found to penetrate or intersect the premises hereby granted, as reserved in United States Patent recorded July 2, 1923 in Book 141 at Page 419 as Reception No. 83571. 23. Location Certificate recorded July 24, 1917 in Book 104 at Page 278 as Reception No. 57875. 24. Location Certificate recorded July 24, 1917 in Book 104 at Page 278 as Reception No. 57876. 25. Right -of -Way Agreement recorded February 9, 1996 in Book 966 at Page 729 as Reception No. 488812. 26. Oil and Gas Lease recorded March 18, 2003 in Book 1447 at Page 585 as Reception No. 623088, and any and all assignments of record, or otherwise, thereof, or interests therein, and other Oil and Order Number; 20173 ALTA Commitment (6/17/06) — Schedule B 2 Page 2 of3 stewart title guaranty company Gas Leases of record, and any and all assignments of record, or otherwise, thereof, or interests therein. 27. Affidavit of Production recorded August 6, 2004 in Book 1611 at Page 298 as Reception No. 657380, and Affidavit of Production and Extension of Lease recorded December 3, 2007 as Reception No. 738434. 28. Segregation Agreement recorded January 27, 2006 in Book 1767 at Page 466 as Reception No. 691271. 29. Segregation Agreement recorded January 27, 2006 in Book 1767 at Page 470 as Reception No. 691272. 30. Memorandum of Services Agreement recorded October 19, 2007 as Reception No. 735664. Order Number: 20173 ALTA Commitment (6/17/06)— Schedule 13 2 Page 3 of3 -Stewart title guaranty company DISCLOSURES Order Number: 20173 Note: Pursuant to C.R.S. 10-11-122, notice is hereby given that: A. The subject real property may be located in a special taxing district; B. A certificate of taxes due listing each taxing jurisdiction shall be obtained from the county treasurer or the county treasurer's authorized agent; C. Information regarding special districts and the boundaries of such districts may be obtained from the board of county commissioners, the county clerk and recorder, or the county assessor. Note: Colorado Division of Insurance Regulations 3-5-1, Subparagraph (7) (E) requires that "Every title entity shall be responsible for all matters which appear of record prior to the time of recording whenever the title entity conducts the closing and is responsible for recording or filing of legal documents resulting from the transaction which was closed." Provided that Stewart Title of Colorado, Inc. conducts the closing of the insured transaction and is responsible for recording the legal documents from the transaction, exception number 5 will not appear on the Owner's Title Policy and the Lender's Title Policy when issued. Note: Affirmative Mechanic's Lien Protection for the Owner may be available (typically by deletion of Exception No. 4 of Schedule B, Section 2 of the Commitment from the Owner's Policy to be issued) upon compliance with the following conditions: A. The land described in Schedule A of this commitment must be a single-family residence, which includes a condominium or townhouse unit. B. No labor or materials have been furnished by mechanics or materialmen for purposes of construction on the land described in Schedule A of this Commitment within the past 6 months. C. The Company must receive an appropriate affidavit indemnifying the Company against unfilled mechanic's and Materialmen's Liens. D. The Company roust receive payment of the appropriate premium. E. If there has been construction, improvements or major repairs undertaken on the property to be purchased, within six months prior to the Date of the Commitment, the requirements to obtain coverage for unrecorded liens will include: disclosure of certain construction information; financial information as to the seller, the builder and/or the contractor; payment of the appropriate premium; fully executed Indemnity agreements satisfactory to the company; and, any additional requirements as may be necessary after an examination of the aforesaid information by the Company. No coverage will be given under any circumstances for labor or material for which the insured has contracted for or agreed to pay. Note: Pursuant to C.R.S. 10-11-123, notice is hereby given: A. That there is recorded evidence that a mineral estate has been severed, leased or otherwise conveyed from the surface estate and that there is a substantial likelihood that a third party holds some or all interest in oil, gas, other minerals, or geothermal energy in the property; and B: That such mineral estate may include the right to enter and use the property without the surface owner's permission. This notice applies to owner's policy commitments containing a mineral severance instrument exception, or exceptions, in Schedule B, Section 2. NOTHING HEREIN CONTAINED WILL BE DEEMED TO OBLIGATE THE COMPANY TO PROVIDE ANY OF THE COVERAGES REFERRED TO HEREIN UNLESS THE ABOVE CONDITIONS ARE FULLY SATISFIED. Order Number: 20173 Disclosures Stewart Title Guaranty Company Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm -Leach -Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Stewart Title Guaranty Company . We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance, • Non-financial companies such as envelope staffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Stewart Title of Colorado, Inc. Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm -Leach -Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Stewart Title of Colorado, Inc. We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Stewart Title of Colorado, Inc. DISCLOSURE The title company, Stewart Title of Colorado, Inc. - in its capacity as escrow agent, has been authorized to receive funds and disburse them when all funds received are either: (a) available for immediate withdrawal as a matter of right from the financial institution in which the funds are deposited, or (b) are available for immediate withdrawal as a consequence of an agreement of a financial institution in which the funds are to be deposited or a financial institution upon which the funds are to be drawn. The title company is disclosing to you that the financial institution may provide the title company with computer accounting or auditing services, or other bank services, either directly or through a separate entity which may or may not be affiliated with the title company. This separate entity may charge the financial institution reasonable and proper compensation for these services and retain any profits there from. The title company may also receive benefits from the financial institution in the form of advantageous interest rates on loan, sometimes referred to as preferred rate loan programs, relating to loans the title company has with the financial institution. The title company shall not be liable for any interest or other charges on the earnest money and shall be under no duty to invest or reinvest funds held by it at any time. In the event that the parties to this transaction have agreed to have interest on earnest money deposit transferred to a fund established for the purpose of providing affordable housing to Colorado residents, then the earnest money shall remain in an account designated for such purpose, and the interest money shall be delivered to the title company at closing. CONDITIONS I. The term mortgage, when used herein, shall include deed of trust, trust deed, or other security instrument. 2. If the proposed Insured has or acquired actual knowledge of any defect, lien, encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall be relieved from liability for any loss or damage resulting from any act of reliance hereon to the extent the Company is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclose such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liability previously incurred pursuant to paragraph 3 of these Conditions and Stipulations. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and such parties included under the definition of Insured in the form of policy or policies committed for and only for actual loss incurred in reliance hereon in undertaking in good faith (a) to comply with the requirements hereof, or (b) to eliminate exceptions shown in Schedule B, or (c) to acquire or create the estate or interest or mortgage thereon covered by this Commitment. In no event shall such liability exceed the amount stated in Schedule A for the policy or policies committed for and such liability is subject to the insuring provisions and Conditions and Stipulations and the Exclusions from Coverage of the form of policy or policies committed for in favor of the proposed Insured which are hereby incorporated by reference and are made a part of this Commitment except as expressly modified herein. 4. This Commitment is a contract to issue one or more title insurance policies and is not an abstract of title or a report of the condition of title. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the provisions of this Commitment. 5. The policy to be issued contains an arbitration clause. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. You may review a copy of the arbitration rules at http:/Jwww.alt a.org, stewart title guaranty company All notices required to be given the Company and any statement in writing required to be furnished the Company shall be addressed to it at P.O. 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CO 0 31 c` o pi co C.• \P•O J'O 0 O pi HS 0 Ca +-' o c • 01to01 CD WG�•7CCA Co OD OD W LV H OOc) • • • • • • o 5 (PD Co • �+ O 1 1-4 F-'•0' 0 ' P. "ci 0 N P M me- 0 F -b • H O 1-h D C] 0 I:3 0 • 0, 1i Fi O' cJ` CD 0 (D.F•1i H 0 c+' CJ o f CD Pry nca *H I. LO l,.•I. C.a N • N -' I'd F -b O IV O J;!] N• O •0 0 N • cr N tD 0 P. tD ` cF P C') t7-1 •c] ch Fd 0 c+ CJQ Crt P. m CU ti) CI3 O • Fd t0 PCd• O . 0 0 *i• 0 (� N-• (n N•-• N•-• f ouJ d c+ •• P. (D 0 G� c+ W o CD F'• 0 0 coN N F-' Pr N• PD Sb rh 0 d- o 1� PD o 1d P 1 NCS, . • P' . 0 0,"ire#a co J=1 Cs7 U t+ CsI CA' , to ; • ' CD CO • • �r(uui 11111 nail 111111 1111 11111 aiii 111 nm uii 1111 O'J]3B1 10/07/1888 01:33P 81154 P472 M ALSDORF 1@/07/1999 @1;32P $1154 M ALSDORF 1 of.3 R 15.@0 D 0.0@ GARFIELD COUNTY CO MEMORANDUM OF AGREEMENT FOR GOOD AND VALUABLE CONSIDERATION, Colorado Timber and Land Company, a Registered Limited Liability Limited Partnership (BUYER), whose address is 129 West 4th Street, Rifle, CO 81650, and Chevron Shale Oil Company (SELLER), whose address is P.O. Box 6518, Englewood, CO 801554518, have entered into an agreement, effective the 12th day of July, 1999, whereby BUYER will buy end harvest and SELLER will sell merchantable aspen timber on certain of SELLER's lands in Garfield County, Colorado under the temts and conditions set forth in said Agreement, which lands are described in Exhibit "A" hereto. For further information regarding the rights and obligations of the parties and the terms and conditions of said Agreement, contact the parties at their addresses above set forth. IN WITNESS HEREOF, the parties have executed this Memorandum of Agreement this , day of rip.c..1.1 , 1999. COLORADO TIMBER AND LAND COMPANY, RLLLP By Lrs.w._VYP,4rrfu,4, .._. General Partner CHEVRON SHALE OIL COMPANY By Assis : t Secretary I/72. 111111111111111111111111 II II 1111111111111111,1111111111 553393 10/07/1899 01:32P 51154 P473 N ALSDORF 2 of 3 R 15.00 D 0.00 GARFIELD COUNTY CO STATE OF COLORADO ) COUNTY OF GARFIELD The foregoing instrument was acknowledged before me this 2,fati day of 4.ply 199 9 by Kenneth Roberts as General Partner of Colorado Timber and Land Company, RLLLP. My Commission Expires: IJIY COMMISSION WIRES SEPTEMBER 26, 20011 l ni tho 0 Q ti tl_n) Notary Public STATE OF 76 -CZ ) COUNTY OF J%/f Thef egoing inst my acknowledged before me this dad of 1994by 7/ /ice Tom' as Chevron Shale Oil Company. x_xoccxxxra o oaw DEBORAH L. FLORA Nam Pukk, Sum d Tess µy CommiI!1oe Etj int g41.OV 2 111111111111111111111111 IIII 11111 111 11111 1111 553393 10/0T/1009 01:32P 31104 P474 M RLSGORF 3 of 3 R 15.00 0 0.00 GARFIELD COUNTY CO Chevron Logan Wash and Parachute Creek Properties Tp. 6 S.74Rg, 9¢ W., 6th P. M. Section 4: All those parts of Lots 1, 5 and 11 and of 812NW/4 and NW/4SW/4 Iying Westerly of the center of Parachute Creek, Excluding therefrom a parcel of land described as follows: Starting at the NW comer of the SW/4 of Section 4, T. 6 S., Rg. 96 W. (Thi comer is located on the south side of a gulch) running down the gulch south of east 582 f7,- •- • • down the creek, west of south 207 feet; from thence, west 336 feet; from thence, north 363 feet. (Said excepted ^r . .. !mown as the Granlee School Tract.) Section 5: Lots 1 through 12, 14, 15,16,17,18, 19, 21 and 23 Section 6 Lou 1 through 18, SW/4, WfSFJ4 (AlI) Section 7: Lots 1, 2, 3 and 4, W/2NE14, NW/4, Sw.'` • - - 1, ^ I tS 1, 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, 14 and 15, S/2SW4, NW/4SW/4, SE/4SE/4 Section 17; Lots 1, 2, 4, 5, 6, 7, 8, 9, I0, 11, 12, 13, 14, 15 and 17, NE/4NE/4, E/2SEJ4 Section 18: Lots 1, 2, 3 and 4, W12NE14, NW/4, SW/4, WI2SFJ4 (All) Section 20: Lots 1, 2, 3, 6 and 7, NE/4, NW/4NW/4, St2NW14, EI2SW14 Section 21: Lots 1, 2, 3 and 4 Section 29: Lots 3 and 4, W/2NE/4, NFJ4NW/4 Tp. 3 S.Jg. 96 W„6th P. M. Section 19: Lots 1, 2, 3, and 4, E12 (All) Section 20: All Section 29: N/2, N/2S/2 Section 30: Lots 1, 2, 3 and 4, E/2 (All) Section 31: Lots 1, 2, 3 and 4, E12 (A1I) Section 32: SW/4SW/4, SE/4NE/4 Section 33: S/2NE/4, S/2NW/4, SE/4, West 32 rods of NW/4NW/4 Section 34: SE/4 Section 35: 8/2 Section 36: SW/4, and all that part of the S/2SE/4 lying Westerly of Parachute Creek Tp. 7 8.. Rg. 96 W., 6.4P. M. Section 5: N/2 and SW/4 Tp. 6 S.. Rg. 97 W.. 6th P. M. Section 1: Lots 13 and 14, S/2 Section 12: All Section 13: All )4(1111111 I1111/111III111111ll IlIIf111111 EII Bill1111111 1 of 4 R 21.00 0 0 ,0o GMPIELD COUNTY CO OIL AND GAS LEASE I S 1555(SL THIS AGREEMENT, made and entered into as of the 12a' day of May, 2002, by and between Chevron U.S.A. Inc., successor in interest to Chevron Shale Oil Company, whose address is 11111 S. Wilcrest Dr., Houston, Texas 77099 hereinafter called "Lessor," and Petroleum Development Corporation, whose address is 103 East Main Street, P.O. Box 26, Bridgeport, West Virginia 26330, hereinafter called "Lessee." WITNESSETH: 1. Lessor, for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, in hand paid, of the royalties herein provided and of the agreements of Lessee herein contained, hereby grants, demises, leases and lets exclusively unto Lessee all of Lessor's right, title and interest in the land hereinafter described, for the purpose of investigating, exploring, drilling for, producing, saving, taking, owning, transporting, storing, handling and treating oil and gas, herein called leased substances, together with all rights, privileges and easements useful for Lessee's operations hereunder on said land; including but not limited to the following rights: to lay pipelines; to build roads; to construct tanks, pump and power stations, and power and communication lines; and to redrill, deepen, maintain, rework and operate any well so drilled, subject in all cases to the provisions of paragraphs 15 and I6. The land included in this lease is situated in the County of Garfield, State of Colorado, and is described as follows, to wit: Township 6 South, Range 97 West, 6v' P.M. W12 of Section 12 including all of Lessor's right, title and interest in all leased substances underlying lakes, streams, roads, streets, alleys, easements and rights-of-way which traverse said land; and including all lands owned or claimed by Lessor as a part of any tract above described; and containing 320 acres of land more or less. This lease shall cover all of Lessor's right, title and interest in said land now owned by or hereafter vested in Lessor. For the purpose of calculating any payments based on acreage, the land shall be deemed to contain the acreage above stated. 2. Subject to the other provisions herein contained, this lease shall remain in force for a period of three (3) years from the date hereof, herein called "primary term," and thereafter so long as leased substances or any one or more of them are being produced from said land or any operation permitted hereunder is being conducted on said land or this lease is continued in force by reason of any of the other provisions hereof. 3. Royalties on leased substances to be paid by Lessee are: (a) on oil, eighteen and three quarters percent (18.75%) of that produced and saved from said land, to be delivered at the well or to the credit of Lessor into the pipeline to which the wells may be connected; Lessee may from time to time purchase any royalty oil, paying therefor the market value in the field where produced on the day it is run to the pipeline or storage tanks; (b) on gas, including casinghead gas, produced from said land and sold or used off the premises, i.ae market value at the well of eighteen and three quarters percent (18.75%) of the gas so sold or used, provided that on gas sold at the well the royalty shall be eighteen and three quarters 1.srcent (18.75%) of the Pnnount realized from such sale. If Lessee shall discover gas hereunder on said land or on land unitized with any of said land, Lessee may at any time or times during or after the primary term and at Lessee's election, pay as royalty (herein called shut-in gas well payment) a sum equal to one dollar per acre on the acreage then held by Lessee hereunder, whereupon it shall be considered for all purposes of this lease that a leased substance is being produced hereunder from said land for a period of one year; such year to commence on the anniversary of this lease next preceding such payment. Provided, however, that this lease may be extended by tender of shut-in well payments for no more than two consecutive years from the anniversary of this lease next preceding Lessee's payment. Any such payment may be made in the same manner as provided elsewhere in this lease for payments hereunder but shall not be in lieu of any royalty based on actual production. Lessee may use, free of royalty, leased substances from said land for all operations conducted upon the leased lands or lands unitized with any of said land. PDC Lease -rcica CSOC697-1241 well .doc 10/3112002 -1- 111111111111111111111111 11111111111111111111111#1111111 614407 7!!1217002 01.49P a140.'� P4®8 h AUDORP 2 of 4 R 21,00 D 0.80 GARFIEL.D CouNTY CO 4. This is a Paid -Up lease and Lessee shall not be obligated during the primary term to make any further payments or to commence or continue any operations hereunder in order to maintain this lease in force. Any money payable hereunder may be paid in cash or by check, mailed or delivered to Lessor. Lessee may at any time or times surrender this lease as to all or any portion of said land by mailing or tendering to Lessor or by filing for record a release or releases, and be relieved of all obligations thereafter accruing as to the acreage surrendered, but same shall not relieve Lessee of any obligation existing as of the date of such release. 5. If any operations or production of a Leased substance or any combination of such activities shall occur hereunder and if at any time or times after the primary term or within sixty (60) days before expiration of the primary tern, such operations or such production or any combination of such activities shall cease for any cause so that none of such activities continues, such cessation shall not cause this lease to terminate and this !ease shall remain in force if and so long as (a) shut -hi gas well payments are made under paragraph 3 (if applicable) or (b) any operation or production of a leased substance is commenced or resumed hereunder within sixty (60) days after cessation of the last of the operations or production that had occurred hereunder or (c) the cause of cessation is covered by paragraph 8 hereof. Wherever used in this paragraph 5, or wherever else used in this lease unless the context requires otherwise, the meaning of the word "operations" shall without limitation include; drilling, digging and boring operations, producing operations, the drilling of a dry hole or successive holes before or after production is obtained, plugging back, reworking operations, deepening operations and remedial operations in connection with drilling or producing operations. 6. Lessee shall pay for all damages caused by Lessee's operations, including but not limited to damages to growing crops, buildings, irrigation ditches, livestock, feed Tots and fences. Lessee will bury pipelines below ordinary plow depth at the time of installation when crossing cultivated land owned or operated by Lessor or its surface Lessees. No well shall be drilled within two hundred (200) feet of any residence or other improvement now or hereafter constructed on said land without the consent of the owner thereof. Lessee shall have the right at any time within ninety (90) days after expiration or surrender of the lease or any part hereof to remove all of Lessee's property and fixtures, including the right to draw and remove all casing. Lessee shall restore the surface as nearly as practicable to its original condition upon expiration or surrender of the lease. 7. Lessee shall have neither the right nor the power 10 assign this lease, in whole or in part, to another party without the prior written consent of Lessor. Lessor may withhold its consent to any such proposed or attempted assignment for any reason or for no reason in its sole discretion. 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. Provided, however, this provision shall not apply to assignments that may be made to limited partners that Lessee may be required to make under limited partnerships Lessee may form to conduct operations under this lease. Also, this provision shall not apply to transfers of interest that result from mergers, acquisitions or sales of all of Lessee's assets and assignments to Lessee's corporate affiliates, 8. Whenever as a result of any cause beyond Lessee's reasonable control (such as fire, flood, storm, or other act of God, governmental law, order, or regulation, labor disputes or war) Lessee is prevented or hindered from exercising any of its rights hereunder, complying with any of the terms hereof or carrying out any of its obligations hereunder, and such prevention or hindrance occurs during the term hereof, either primary or extended, as the case may be, the obligations of Lessee hereunder (excluding only its obligation to pay royalties on actual production, and other monetary payments required or permitted by the terms of this lease), shall be suspended during the period of such prevention or hindrance and for ninety (90) days thereafter. If such hindrance occurs during the primary term hereof, the primary term shall be extended for a period of time equal to the period of such suspension and this lease shalt remain in full force and effect during such period of suspension and during any such extension of the primary term. PDC Lease - Je1w CSOC 697-12 #1 well .de 10/31/2002 d -2- 61' l I11llI IIIII II11111111111111111111111111111111111111111 014407 11/12/2002 01 40P 01406 P000 11 PLSDORF 3 of 4 R 21.00 D 0.08 GRRFIELD COUNTY CO 9. In connection with operations for the production of oil and gas or either of them, Lessee may at any time or times pool or unitize this lease insofar as it covers the lands covered hereby, in whole or in part, as to any stratum or strata, with other lands and leases in the same area or field so as to constitute a unit or units whenever, in Lessee's judgment, necessary or advisable to comply with a law, rule, order or regulation of a governmental authority having jurisdiction, to reduce or prevent economic waste, to protect correlative rights, or to promote, encourage or accomplish the conservation of natural resources, by filing for record in the applicable county records an instrument so declaring. Upon production from any part of any such unit, Lessor shall be entitled to the royalties provided for in this lease on only that fractional part of unit production allocated to that portion of this lease included in such unit. Operations upon any such unit or production from any part of such unit shall be treated and considered for all purposes of this lease except payment of royalties, as operations upon or production from this lease. 10. The royalties hereinabove provided are determined with respect to the entire estate in leased substances and if Lessor owns a lesser interest therein or if this lease covers less than the entire estate in leased substances, the royalties to Lessor shall be reduced proportionally. Lessor makes no warranties of title to the leased premises, whether express or implied. Lessee at its option may purchase or discharge in whole or in part any tax, mortgage or other lien upon said land, may redeem the same from any purchaser at any tax sale or adjudication, and may reimburse itself from any royalties accruing hereunder and shall be subrogated to such lien with the right to enforce same. 11. Lessee agrees to defend, indemnify and hold harmless Lessor, its affiliates, and any employee, agent, contractor or other representative of Lessor and its affiliates, from any and all claims, demands, suits, losses, fines, penalties, damages, liabilities, costs and expenses of every character whatsoever (including but not limited to court costs and attorneys' fees) arising out of or in connection with Lessee's operations on the leased lands. 12. If this lease has not sooner terminated, then effective as of five (5) years after expiration of the primary term this lease shall terminate as to all depths below the stratigraphic equivalent of the deepest depth drilled en the leased lands and as to all lands not included within a spacing unit producing or capable of producing oil or gas in paying quantities. Lessee shall file of record an appropriate release within thirty (30) days after the effective date of the termination. 13, At all times during the drilling, testing and completing of any well drilled on the leased lands or on lands pooled therewith, Lessee shall cause Lessor and its affiliates and the employees and agents of Lessor and its affiliates, to have access at their sole risk to the derrick floor and all facilities relating to the drilling of the well(s) and to receive all information relating to such operations including but not limited to daily drilling reports and logs, cores and samples obtained in connection with such operations the same as though Lessor and its affiliates were drilling the well(s). Notices of intent to spud, log and plug and abandon wells shall be furnished to the following: ChevronTexaco Shale Oil Company Attn: IT. Schmid, Sr., Manager 11111 S. Wilt -rest Dr. Houston, TX 77099 Upon written request, Lessee shall furnish all well information, including all reports, logs and samples to; ChevronTexaco Shale 011 Company Attn: Greg Brose 11111 S. Wilcrest Dr. Houston, TX 77099 14. This lease 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. PDC Lease-telcoCSOC697-18111 well.doc 1001/2602 -3- 1111111 IIIII 111111 111111 III IIIII 1111111 III 111111111 IIII a14407 11/12/20 2 01:4BP 81409 P901 l p JDOItF 4 of 4 R 2L00 0 e.e0 G FIf1D COUNTY Co 15. Lessee shall obtain prior written approval from Lessor for each use of the surface that Lessee proposes to make under this lease, including but not limited to drill sites, access and surface reclamation plans. 16. Notwithstanding that Lessee may have obtained Lessor's approval under paragraph 15 to make various uses of the surface of the leased lands, Lessee's operations shall be subordinate to Lessor's right to conduct shale oiI operations on the leased lands at any time in the future. If Lessor determines in its reasonable discretion that Lessee's operations will interfere with Lessor's shale oil operations, Lessee agrees to change, cease or relocate its operations in order to eliminate the interference. Costs incurred prior to January 1, 2016 in connection with the relocation of Lessee's wells, gathering systems and other related facilities in order to eliminate an interference shall be borne by Lessor. If any such change, cessation or relocation of facilities results in permanent loss of production, Lessor will compensate Lessee for same at the then fair market value of the leased substance. Effective January 1, 2018 and thereafter, Lessee agrees to change, cease or relocate its operations at its sole risk and cost, in order to eliminate an interference and Lessor shall have no obligation to compensate Lessee for lost production resulting from such elimination of an interference. IN WITNESS WHEREOF, this instrument is executed as of the date first above written. TAX 1.0.25-0527925 Scciai Security or Tax Number STATE OF TEXAS COUNTY OF HARRIS LESSOR CHEVRON U.S.A. INC. By: Its; Attorney -in -Fact LESSEE PETROLEU By: Its: T CORPORATION The foregoing instrument was acknowledged before me this kik of p'A,patieM— , 2002 by O. F. Baldwin II as Attorney -in -Fact for Chevron U.S.A. Inc. My Commission Expires: 9- ,e - 495t , 64., Notary Public STATE OF 6olora do ) COUNTY OF LOC. ltd ) !RMS.'. GRADER Notary Public Stele ofTeirea My Commission Expires Eapbmber 50, 2004 The foregoing instrument was acknowledged bef9ke me this gin day of Moen lzr, 20,. by P),tjet. C Crdorn- as t --Loom.+ Y1 1 no VT of Petroleum Dave opment Corporation. J fission E MY COMMISSION EXPIRES NOYEMBER 12, 2002 i/ PDC Leasc - Joico CSOC 69 1 •44wall .doo After Recording Return To: -4- Petroleum Development Corporation, 2970 29th St. i`I8, Greeley, CO 80631 Notary Public 1 111111 11111 11111 1111111 11111 11111 11111 111 11111 11111111 3199639 07116(2004 04:01P Weld County, CO 1 01 2 R 11.00 0 0.00 Steve Moreno Clerk & Recorder AFFIDAVIT T OF PRODUCTION Chevron Texaco !1240-12 D PDC Lease IYo. 691300 WILLIAM D. GAINOR, of lawful age, being first duly sworn, deposes: 1. That he is Land Manager of Petroleum Development Corporation, a Nevada corporation; and 2. Petroleum Development Corporation is the owner of an interest in the Oil and Gas Leases described on Exhibit "A" attached hereto and by this reference made a part hereof; and 3. That said leases are for the term shown in said Exhibit. •'A" and as long thereafter as oil, gas, casinghead g:.a, casing=,head gasoline, aundensa!e, distillate, to any of the of re•nw.ntinned is produced; acid 4. That a well was drilled under the terms of said leases at the location shown on said Exhibit "A" and was completed as a producing well on or about the date shown in said Exhibit "A"; and 5. That this Affidavit is made for the purpose of giving notice of the continuance of said leases and is made pursuant to the following applicable statute: 1963 Colorado Revised Statutes, Section 118-113-6 PETROLEUM DEVELOPMENT CORPORATION STATE OF WEST VIRGINIA COUNTY OF HARRISON Wiliam day By r L --„moi. William D. Gainor Land Manager Gainor, Land Manger of Petroleum Development Corporation appeared before me the /5441--/ , 2004. W' • e hand and official seal, My Commi sion Expires: June 2, 2009 Rita A. i lark Notary Public in and for the State of West Virginia TI]IS INSTRUMENT PREPARE1) BY AND RETURN TO: Patrolcum Development Corpormion , PO Box 26 Bridgeport, WV 263311 OFFICIALSEAL Notary Public, A. of Weat Virginia ARK Petroleum Development Corporation 103 East Main Street, Box 26 Bridgeport, WV 26330 My commiealon expires June 2, 2009 111111111111 11111 110111 11111 11111 11111111 III 1111 111 3199639 0711612004 04:01? Weld County, CO 2 of 2 R 11.00 0 0.00 Steve Moreno Clerk & Reorer "A SUBJECT WELL: WELL NAME: WELL LOCATION: PRORATION UNIT: TYPE OF WELL: DATE COMPLETED: LEASES: Chevron Texaco #24C -12D T6S, R97W, Sec. 12: SESW SE/4SW4 Williams Fork 66.29-2001 LEASE NUMBER: LEASE DATE: LESSOR: LESSEE: RECORDING DATA: PRIMARY TERM: LAND DESCRIPTION: 691300 05-12.2002 Chevron USA, Inc. Petroleum Development Corporation 11-12-2002, Reception No. 614407 3 years T6S, R97W, 6th P.M. Section 12: W/2 Garfield Co., Colorado THIS INSTRUMENT PREPARED UV AND RETURN TO: Petroleum Development Corporation PO Box 26 Bridgeport, WV 26330 It111 N#p103Pfi II�f 06:11R161+141111 if ffl 34 12ra3120@7 04:11112 PM Jean A1berlco t of 2 Rao Fee:ili.0e DOC Fae;a.ao GPRFIEtO COUNTY CO Chevron Texaco 24C -12D AFFIDAVIT OF PRODUCTION AND EXTENSION OF LEASE James P. Wason, of lawful age, being first duly sworn, deposes and says: 1. That he is attorney-in-fact for Petroleum Development Corporation, a Nevada corporation, (hereinafter referred to as "PDC"}, and is duly authorized to execute this Affidavit for and on behalf of PDC; and 2. That PDC is the owner of an interest in the Oil and Gas Lease described on Exhibit "A° attached hereto and by this reference made a part hereof; and 3. That the said lease is for a definite or primary term as set forth therein, and so long thereafter as substances are produced under the terms and conditions thereof; and 4. That This Affidavit Is made and is being recorded pursuant to Section 38-42-106 of the Colorado Revised Statutes, for the purpose of giving notice that the affiant is claiming an extension of the said leas ie _(s) _beyond the primary or definite term thereof. Executed this -LI _`_ day of k Y}Y(t)L.4 ° t 20Q7. Petroleum Develop •nt Cor; •ration Ely: ey-In-Fact ACKNOWLEDGEMENT STATE OF COLORADO } } as COUNTY OF DENVER ) On this /Mr day of 2007, before me, the undersigned authority, personale appeared James P. Wasort. known to me to be the person whose name is subscribed as etiomey-ln-fact for Petroleum Development Corporation, a corporation created under the laws of Nevada, and acknowledged to me that he executed the same as the act of hls principal for the purposes therein contained. In witness whereof l hereunto set my hand end seal. Z 101 Blll rleoeptiont: 7311434 12/9317967 04:14:12 PM Jean Rlberlca 2 or 2 Ric Fee:E11.63 Doc Fes:O-OD LRRFIELD COUNTY CO EXHIBIT •A" Attached to and made a part of that certain Affidavit of Production and Extension of Lease dated the day of 2007 SUBJECT WELL 1. WELL NAME: Chevron Texaco 24C-120 WELL LOCATION: TBS, R97W, Section 12: SWSE BOTTOM HOLE: TBS, R97W, Section 12: SESW TYPE OF WELL: Mesaverde DATE COMPLETED: 06/1812004 LEASE SUBJECT TO AFFIDAVIT OF PRQPjJOTION_AND EXTENSION OF LEASE: LEASE DATE: May 12. 2002 LESSOR: Chevron U.S.A. Inc,, successor in Interest to Chevron Shale Oil Company LESSEE: Petroleum Development Corporation RECORDING DATA: November 12, 2002. Book 1405, Page 498, Reception No. 614407 PRIMARY TERM: three (3) years DESCRIPTION: 7ownshio 6 SoatI Ranaa 97 est, 8 P.M. W/2 of Section 12 This instrument prepared by end retum to: Petroleum Development Corporation 1775 Sherman Street. Suite 3000 Denver. C0 80203 111114 IV 1111 MU. WU 1�i�f' �s11hit'! i1 EI I Reccptior►#: 7t5970 01125/2007 03:45;52 Pit B:166B P:0524 dean Rlberloo i of 5 Rec Fee;$26.eo Doc ree:0.00 GARFIELD COUNTY Co MEMORANDUM OF GAS GATHERING AGREEMENT THIS MEMORANDUM OF GAS GATHERING AGREEMENT (this "Memorandum") is made and entered into as of December 28, 2006 (the "Effective Date"), by and between PICEANCE CREEK PIPELINE, LLC, a Delaware limited liability company ("Gatherer"), with an address of 1100 Louisiana, Houston, Texas 7002, and ENCANA OIL & GAS (USA) INC., a Delaware corporation ("Shipper"), with an address of 370 17th Street, Suite 1700, Denver, Colorado 80202. WHEREAS, Shipper and Gatherer entered into that certain Gas Gathering Agreement dated December 28, 2006 (the "Agreement"), pursuant to which Gatherer will provide to Shipper Gathering 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 and Rio Blanco Counties, 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 are summarized in Sections 2 through 6 below. 2. Term. The term of the Agreement shall commence on December 28, 2006, and 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 and has agreed to deliver, or cause to be delivered, to Gatherer, at the Receipt Points, all of the Dedicated Gas, which includes: (a) all of Shipper's Gas produced from all Dedicated Wells located within the Dedicated Area more particularly described on Exhibit A attached hereto, subject to prior dedications and commitments and the limitations specified in the Agreement; (b) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated June 7, 2006, as amended from time to time, by and between Berry Petroleum Company, as "Shipper," and Shipper, as "Gatherer," which covers Sections 1- 36 of Township 5 South, Range 94 West; Sections 1-36 of Township 5 South, Range 95 West; Sections 1-36 of Township 6 South, Range 95 West; and Sections 1-4, 9-16, 21-28, and 33-36 of Township 6 South, Range 96 West, all located in Garfield County, Colorado; (c) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated August 24, 2006, as amended from time to time, by and between ConocoPhiflips Company, as "Shipper," and Shipper, as "Gatherer," which covers parts of Sections 21, 22, 23, 27, 28, 29, 30, 31, 32, 33, 34, 35 and 36 of Township 4 South, HOUSTON: 022384.00076: 1 134552v 1 kairA • 1111K Pt Rig f RilliCAr IRM 101111111 Reeep&1onp: 715970 01125!2007 03:45:52 PM B:I969 P:0525 Jean Alberico 2 of 5 Rec Fee:$26.00 Ocie Fee:0.00 GARFIELD COUNTY CO Range 96 West; parts of Sections 25 and 36 of Township 4 South, Range 97 West; parts of Sections 2, 3, 4, 5, 6, 7, 8, 9, 16, 17, 18, 21, 27, 28, 33, 34, and 35 of Township 5 South, Range 96 West, all located in Garfield County, Colorado; (d) Gas delivered to Shipper under the tends of that certain Gas Gathering Agreement dated November 7, 2006, as amended from time to time, by and between Orion Energy Partners, L.P., as "Shipper," and Shipper, as "Gatherer," which covers the S/2SE/4, SE/4SW/4 of Section 7; S/2, E/2NE/4 of Section 8; W/2W/2, SE/4SW/4 of Section 9; W/2, S/2SE/4 of Section 16; all of Section 17; Lot 4, E/2SW/4, SE/4NW/4, E/2 of Section 18 of Township 6 South, Range 91 West, all located in Garfield County, Colorado; and (e) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated June 29, 2006, as amended from time to time, by and between Berry Petroleum Company, as "Shipper," and Shipper, as "Gatherer," which covers portions of Sections 19, 20, 29, 30, 31, 32, 33, 35 and 36 of Township 5 South, Range 96 West; portions of Sections 5, 6 and I8 of Township 6 South, Range 96 West; and portions of Sections 1, 2, 11, 12, 13, 14, 21, 22, 28, 33 and 34 of Township 6 South, Range 97 West, all located in Garfield County, Colorado, subject to the potential release of 320 acres. 4. Covenant Running with the Land. So long as the Agreement is in 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 and its successors and assigns. 5. Gatherer Right of First Refusal. Subject to the terms and conditions of the Agreement, Shipper has granted to Gatherer a right of first refusal (the "Gatherer First Look") at the time of any proposed Transfer of all or any portion of two (2) parallel, twelve inch (12") diameter, approximately 44 -mile -long pipelines currently owned by Shipper and that extend from the area known as the White River Resource area southwest of Meeker, Colorado, located in Section 19, Township 1 South, Range 97 West, Rio Blanco County, Colorado, to northwest of Parachute, Colorado, located in Section 34, Township 6 South, Range 96 West, Garfield County, Colorado (collectively, the "American Soda Pipelines"), to purchase such American Soda Pipelines as are offered for Transfer by Shipper, 6_ Shipper Right of First Refusal, Subject to the terms and conditions of the Agreement, Gatherer has granted to Shipper a right of first refusal (the "Shipper First Look") at the time of any proposed Transfer of all or any portion of that certain 36 -inch diameter, approximately 48 -mile natural gas gathering pipeline, known as the Piceance Creek Gathering System, located in Garfield and Rio Blanco Counties, Colorado (the "Piceance Creek Gathering System"), to purchase such portion of the Piceance Creek Gathering System as is offered for Transfer by Gatherer. 7. No Amendment to Agreement. This Memorandum is executed and recorded solely for the purpose of giving notice and shall not amend nor modify the Agreement in any way. [Signature Pages Follow] HOUSTON: 022384.00036: 1134552v 11 • 4 • MENdASCI•TT Public in . d or the State of Colorado Notay Public State a caarndo ! l it Yom-'` th j€ - a 910/1) 1111 IV ilbENINILICI ICff0C!'h�� lIiI Receptiont: 715970 01/25/2007 03:45:62 PM B:1988 P:0526 Jean Alberioo 3 of 5 Rea Fee:$28.00 Doc Fee:0.00 GARFIELD COUNTY CO IN WITNESS WHEREOF, this Memorandum has been signed by or on behalf of each of the Parties as of the day first above written. STATE OF CD k by -Y1 CLL) COUNTY OF�f�{/ ENCANA 0 (USA) INC. By: Name: /,LT fu vr.¢_? ( z Title: U iC.t? Pi '• i [ P .1/>_ r § SiL ,r The foregoing,instrument was acknowledged before me byo.i Ftp/,(j , the Ude f rrhirlL of EnCana Oil & Gas (USA) Inc., a Delaware corporation, on behalf of said corporation this day of DP c.. , 2006. HOUSTON: 0223A4.00036: 1 J 34552v I 1 Ell El 11:111V1;1111t afil[11010K Pia6![11010 Hill Reception#: 715970 0112512007 03145:52 PM 9:1886 P:0527 Jean Alberico 4 of 5 Rea Fee:$26.00 Doo Fee:0.00 GARFIEL0 COUNTY Co STATE OF COUNTY OF Tao PICEANCE CREEK PIPELINE, LLC By: Enterprise Gas Processing, LLC, its sole member By: Name: J. Title: Ce�/ V firS 2/(en The foreg�ring instrument was acknowledged before me by .JIfl) it , the ,•l W ll . V t' 1 r of Enterprise Gas Processing, LLC, a Delaware, & rn"ted liability company, as sole member of Piceance Creek Pipei' - LLC, a laws e 1l'ited Liability company, on behalf of said limited liability company this day of'et 4O06. N Lary P AFTER RECORDING RETURN TO: Carolyn P. Varela Locke Liddell & Sapp LLP 3500 JPMorgan Chase Tower, 600 Travis Houston, TX 77002 HOUSTON: 022384.00036: i i 34552v1 ! lie in and for the State of Texas IIJILIIMI IY! 11111 Receptioni; 715970 01l25f20�7 0345,52 PM 81$88 P:0528 ,lean pfberico 5 of 5 Rec Fes:$26.00 0oa Fee ;0,00 CARF1El0 COUNTY C4 :afrcfrrl:aar�•r,•s, •. airro+w• aN+•IW5HIQW sxroaW u+.riftw 4iri•Asj fOi<. j 3{I w LII- d�,f 7(rfOd 1� T1 ,exarly y . _f T_ L! .1` Htt;Ni w, ;'+(ft•.In :axmld.1 `sxa•w • �•xsw 4jt�qr� � jy... f. + " w 4, .ftiq Rxh�l{" `ajf t4W a 111iif!!r■ RSMI�fi�fslf�+f�J�R4f■L " Xll!!l.I:IuIM1* i i .e171•trl ijW': ' ' lt17II^!ltl�.I3�1 bre' �yH l!?, .'i'xM►�i' •rr#M�11�ilurl■■!rU 1f t f. W 'fxfdLIl.�.jrflw •] f1..1 !€..' TE■ r.ta11.�.'1 1.{t' x ■ ...rt ■ i _fr._.L ..--,[' :.T }•-� - �k �'..- .. I :t 4•}�j d..�ri. F1+�+ *.. .I +�_ o' :i8ieir: i$�OOIA� jt'}► � ..,..,. .... � F -�:i.. _f.�... I�• .�-�Q� �v� ! ax tt r- t •{-r a. rol;W t; r, ly.. tp • :f t� a - te¢7L' ' ,ss sw t$ asre ►� pfra,�w- - Jas• raAfe'►N111111 MYi I-�a�. t ?�r • taw I : �J 9 .;""-• r1 1I [ ■ t1 III r rQ 11 . l i=,.. R -rr. rw rr■ I_.':. ' i._. ,•8H �- frtJYf�`%� + � �If�►4wr V '• "i ilia' �i i ■tr .. � � ..r � 1 � �, ■ � ! Irr Ii 111111 r Q aaraaw aea•w •euw ,ea•iW, aaulr iatfwa 90r e8taw *fs '111►�1 ?aiaRw fa W •ewrw •sr•tw •8 fo• W •SHW • •euw fl3mtw fssrer 12$91W lt3rfw r:efmw I3S 1OSW e94W rt sate u 44WlJSOTW uatatw rlfdtW $4SSOlW f6SfO1W Layentl JambR •+da av,no• © nmryardf+�.a w. we, MOfp. nN m. •$HW •6••11' •r ••n •asrn •a•2W •••!W ., -. �`i0�ENf ■1...4+1+4i1+ �� 3 . W8aiw , Sa4w fO.•HW roenW jj}L f=iMfaSll • ■ �!•■1IuI•I1u- r-- #'I'Xla[fE�1'�' •}}f— r r+r��n i1 rrair•W rfa•aw H$UW rf=VJW % _� I , � II Wf rT� yr�y, railtr;w.f l� "i'gi�!..� �'. ��gc^■.?1e_�.N�Ei11.17j��..• n * - : -fjr.a-�-I • iYL+IArAw■IriiFt1 1IUIIQr lIIiiIIr --II!IIiIiI!!i i .,-r IILIIII : " W1 ■� N r■flA■r■iilfl� _�.+.. �iiiil 11a,��1o1 er d• urll.IAIR■tla'1'1�. *$L�■ "i W ■ � _ ` �rW 1YlilIJEIM W : ■i ..-. ll��■ ■ •EE r ■ ■!r■■■f��ai■4X1 �i'��{I?�t*!!'��lil�lc��i��r��^rii�l�iKr. E��i�■! W rveaf DEDICATED AREA EXHIBIT A I1 J in UN VI I felaill r1/44, NL INV III III Reception#: 721099 104/13/2807of o0Fee:$62.9 Oa Fee 0.80 GARFIELDbCOUNTY CO PIPELINE EASEMENT AGREEMENT STATE OF COLORADO ) COUNTY OF GARFIELD ) THIS PIPELINE EASEMENT AGREEMENT, made this $ay of October, 2006, between Chevron Shale Oil Company, a division of Chevron U.S.A. Inc, a Pennsylvania corporation, with offices at 11111 S. Wilorest Dr., Houston, Texas 77099, hereinafter referred to as "GRANTOR" and Petroleum Development Corporation, a Nevada corporation, with offices at 3801 Carson Avenue, Evans, CO 80620, hereinafter referred to es "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 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 hereby grants to GRANTEE, subject to the terms and conditions hereof, the following casement; 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, TSS, R96W, of the 6h 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 sald right- of-way being situated directly over the proposed pipeline rlght.of-way as further detailed in Exhibit "A", for the sole purpose of surveying, laying, constructing, operating, inspecting, meIntaining, repairing, replacing, and removing multiple pipelines (with above -ground valves, meters, drips, fittings, appliances, and related facilities), for the transportation of natural gas and associated liquids and gases, and water, hereinafter refaced to es "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 elrietly limited to the acreage as described in Exhibit "A" and if GRANTEE disturbs any of Grantor's Lands which are not a part of this agreement, GRANTEE shall pay damages to Grantor for the disturbance and shall irmmedlately restore said !muds to their original condition. If any pipelines or related equipment are installed in, on. or under any acreage other than that specifically set fbrth 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 end right-of-ways granted herein. .8 • j0 1 r 1111N MUNI! NANZICHNI IVII 11111 Recepttentt: 721069 04/13/2007 01:42:14 PM 8:1913 P:0442 Jean Atberico 2 of 10 Rao Fee:$52.00 Doc Fee:0.00 GARFIELD COUNTY Co C. GRANTOR reserves the right for itse oil shale, oil and gas, ores and other minerals iself or its assignees to explore for, mine, and in, on or under the Easement Arca. D. This Agreement is made subject to all leases and other agrieenients 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. existing easements, rights-of-way, licenses, or subsurface of the Easement Area and easements 10 third parties to cross over or is responsible for obtaining any necessary on the Easement Arca pursuant to this representations concerning the title to the EASEMENT NOT INTERFERE WITH A. GRANTEE agrees to maintain and operate tho easement heroin 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 fights granted in this Pipeline Easement Agreement C. GRANTEE agrees to remove top -soil firm the Easement Area separately from other material removed by GRANTEE in connection with its activities on the Easement Arca, 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 areae 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 es 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 reestublishing 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 leas 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 removal activities permitted hereunder, GRANTEE shall grade all permanent roads on GRANTOR's lands which were used in connection with said activities. B. GRANTEE shall bavo 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 bo 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 tight -of -way, and the right to build fences crossing such casement 2 i 1 11111 'd 111.111114,111 1,1 IRMA 1111,11111.1111 M 111111 Reception##: 721069 04/13/2007 01:42:14 P,1 9:1913 P:0445 Jean Riberico 3 of 10 Reo Fee:552,00 Doc Fee:0.00 GARFIELD COUNTY Co G. GRANTEE shall bury its pipeline and subsurface facilities to provide a minimum of thirty -sic (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. 11. Except as otherwise provided herein, GRANTEE shall properly backfill and compact disturbed ground, excavated pipeline trenches, and other excavations in connection with hs activities on the Easement Area Compaction of disturbed areas in hay fields and pastures ahali be accomplished using hydro -compaction methods followed by replacement of topso11, free of stones end other debris. Immediately upon completion of any activity performed trader 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 Bowlines. All culverts end burled irrigation system pipelines damaged by the activities permitted hereunder shall bo 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 here older 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 condmrcting a vegetative cover and sage grouse habitat study, approved by a Chevron Health, Environment & Safety representative, in Section 29, TSS, R96W e 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 end adjacent gulley heading north into the Bear Run drainage in the NW/4, Section 29, T5S, R96W 6i4 P.M. Tie pipeline corridor and pipelines located therein shall not encroach on or be placed b 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 wed. 0. GRANTEE shall comply with all federal, state and local laws end regulations governing the discharge of construction and other material into drainages. GRANTEE shall be responsible for the adequacy of its pipeline designs and conatntctlon, 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 shell ensure all pipeline corridor cut and 511 areas and other disturbed areas on GRANTOR surface are recontoured to generally conform with the surrounding terrain. 3 1 ■1N N RNA ML Receptlonit: 721069 44of3 00RoodFee:02.00 Doo9Fee:0.00 GARFIELD6COLUNTY CO R Pipeline construction acxlvities on GRANTOR surface shall be coordinated with GRANTOR'S surface lessees to minimize conflicts for both GRANTEE end 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 es GRANTEE continues to use and maintain the pipeline and assooiated 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 four thousand dollars ($4000) 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 four thousand two hundred dollars ($4200). Said annual payment shall thereafter inerease by Five percent (5%) 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 =tiara as the depository for pgymeats 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. All 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 shales oil and gas, farming, ranching land development and/or other operations an 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 surfaoe of the Easement Area and lends 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 ib reasonable discretion that GRANTEE'S operations will interfere with ORANTOR's shale oil operations, GRANTEE agrees 10 change. ccase 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 s 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 Iost production or for the costs and expenses of relocating or ceasing operations resulting from such elimination of interference. 4 X111 in mom NAPI10.G1'LIN4t11111 111111 Recootion4: 721069 04!13/2007 01:42:14 PM 9:1913 P;0446 Joan Rlberico 5 of 10 Rec Fees52,00 floc Fee;0.00 GARFIELD COUNTY CO 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, AGENT'S, 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 OP ACTIN! ARISING OUT OF, OTR 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 INDEMNITE S, 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 L1 €LORMEC 'T. ILL..Ami.Cl.ITNE1 i:ERE.E`I: N .. �-�„ 1 lk-rf` . Li01 , .. L-hrr= t. AMOY . 3a R xsebtIV.L, ErgatARDISM:OT tL= I l Iia :IIi:I x,tr tR JIT€ LEIS :R�. �L- R.. Ie .s T . THIS r I` III kirk! MALL . .As €� ' � a I?' MDT �!- 'T rt _=SNem OR I? 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 end on terms satisfactory to GRANTOR: A. Worker's Compensation and Employers' Liebility Insurance as prescribed by applicable law. The limit of liability for Employers' Liability Insurance shall not be Tess 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 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 lint of liability for such insurance shall not be less then S1,000,000 per occurrence. C. Automobile Bodily Injury and Property Damage Liability insurance. Such Insurance shall extend to awned, non -owned and hired automobiles used in the performance of this Agreement The limits of liability of such insurance shall not be less than 51,000,000 per person/ 51,000,000 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 SAW INSURANCE PROVIDING THE COVERAGES AND ENDORSEMENTS REQUIRED HEREIN. AU lasarance policies or cot -Oates of Insurance provided to GRANTOR shall be in a form acceptable to GRANTOR, shall reference this Agreement's QLS number al found at the 1111K El* MAR .1 III Recept.ontt; 721059 64 of 10 ReoeFei2S62.00 Doe9Feb:0 P:0446 6GARFIELLD6COUNTY CO top of page one of this Agreement and stall be provided to GRANTOR prior to GRANTEE exercising flay of the rights granted herein. S. TAXES, LIENS AND ENCUMBRANCES. GRANTEE agrees to pay promptly and before delinquency all taxes end 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 end 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 tpminated 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 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 ono (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 ling part of the Easement Arca, 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 ail 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 alter 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 o f 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 1 FIVER WiltliVILiI NII,Pri 111111 Reeeptiormtt: 721009 04/13/2007 a?D9eP:0447 Jean NT7ooFee$52,0aoFe:000GARFED CCOUY CO 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 patties. 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. 'Itis 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 shad be served either personally or by registered or certified mail with retum receipt requested. Service shall be effective what 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. WilcreatDr. Houston, TX 77099 ORANT22r Petmlerun Development Corporation 3801 Carson Avenue Evans, CO 80620 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 sigaificant asst or value in connection with this Agreement. During the terns of this Agreement and for 2 years, thereafter, any mutually agreeable representatives authorized by either patty 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 Agreeament as of the day and year fust written above, Chevron U.S.A. Inc. By: C. ,S)• Name: f Its: Attorney -in -Fact 7 111 in Mc1117 1101 Reception4; 721969 94of310 Ro7c Fee:152.00 DooBFoo 0 008 RFIEL COUNTY CO STATE OF TEXAS COUNTY OF HARRIS ) ) The foregoing in ant was aclmowledged before me this day of , 2(Xtlby C ii by. as Attomey-in-Fact for Chevron U.S.A. Inc. My Commission Expires: ft' Notary Public veArivta,— STATE OF COLORADO COUNTY OF PrEfeTfitt The foregoing instrument was acknowl ged before me this , y of October, 2006 by Df40/041 W, C-Ea.JsMw as Development Corporation. My Commisslott Spires My Commission Expires: 1703/2008 Notary Public return to: `'Tetroleum Development Corporation 1775 Sherman Street, Suite 3000 Denver, CO 80203 Ataltr Petroleum a ELAINE J, GRADER Notary Public, State of Texas My Commission Expkae September 30, 2003 1 10 111116 Nir a.Yrl>( iwirM L.4. 90-i1.06 rAiY0 OM .1e 0511031111 1.1111 1111 11111412 f9i9.9LS1•0L$ cN910 o '1119 'CLATil WW1 MP rani'9.1.11Altale 1401i9naA9N:r,7 911-x^0o mao n0sn0n� 410Fen 111H0101011 V 61 IOW 364 JO 33121 )U y Al SCOW* - 36.1 IWO 'mkt.r1 Jo 1110101 14101 '!1 11'3 I1/ • MAMMA prelim ma 334 SY11 lr1ai1M A 11111101 ittel MI !OAP.) NO 34.11 V43 IY4l1J3 nom re13 'I MON aaYUO'103 'A.LNI103 a1SId}iVO •NVIa1w N 'TVdIaNIHd H,LXIS 'LS3! L8 39N1d `aLOOS 9 dJHSN&V01 'CT aNV `ZI 'I SNOLL39S GNI/ ZS3lt 98 BONVZI 1H111ES 9 d1HSN401 EC GNI/ 'EB 110E '62 'OZ '8T SNOLLOSS NI $LV(LLIS AVM. SIO 1113111 3NI'I3did CVO 'IVNf11VN 30f1t ,OOT AN.Yd}' OD A1f131OZI13d AZIZI38 a3SOdOZid 3O SaNf1011 aNV S3,L2Ai 3NPI83Ma 111 {1491 Mak 1§.4 E tl' " Arm W1 � pl hw I1 I6•L CI W• r,1 Y1r .if7, 1,1. role. ' I ukw mn r>rnYr r� G-Si'7- 13 Wit. ASPr}M a.N.rct yry 11� 1411(4,11: .. 1uc* 14 • •.7114,01 y 1110111 1l14,704104s4. 444.644 1n3_ �' =1 ok.k 414 1411 4.11144144 , l•'1 4.4,1111111 0114 44 nal.11M1 M 114 4. In .-. ... a 1 11111 CCIII 3 ulnw ' • a • 11.13• 141 144 0444 oW+'R '141.11 1x1 T4 1111 A333 IA 3 31456 7N1dreq 1Ett 131 k4.11 1 e 11.101111111111 ti A 1111Receptions,: 728084 ,FrL NiIfr11L717f6/2007 03.24:19 PM 8; 0{ A0 PI 0491 a t 11111 l(�Illlt� n arice 1 of 8 Rae Fea:S41.00 Doe Fee:0.00 GRRFt$LD COUNTY CO QLS 8a‘15: -?1 PIPELINE EASEMENT AGREEMENT STATE OF COLORADO ) COUNTY OF GARFIELD ) THIS PIPELINE EASEMENT AGREEMENT, made this rday of October, 2006, between Chevron Shale Oil Company, a division of Chevron U.S.A. Inc, a Pennsylvania corporation, with offices at t 1111 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 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 hereby 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-R97 W, and Sections 19, 20, 29, and 33, TSS, R96W. of the 6's 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 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 pot include the right lo 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 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 insfalled 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. 8. GRANTEE shall have the right of ingress and egress in, an, over. across and Through the Easement Area for any and all purposes necessary to the exercise by GRANTEE or the rights and right•of--ways granted herein. 111 U W M tluillW11.141K41 M1diNlid 11111 Receptlort#: 728084 07/1G/2007 03:24:19 PM 8: 1960 P: 0462 Jean Aiberico 2 of 8 Rao Fee141,00 Doc Fee:0.00 GARFIELD COUNTY CO 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 concerning 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 ail 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 removal 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. z 1111 nilWAN If I' III6!IICWAI h I4illi 11111 Receptiantt• 726084 07!1612007 03:24:19 P11 B1 1950 P: 0483 Jean Q1ber1co 3 of 8 Ree Fea:141.03 Doo Fee:D.80 GARFIELD [AUNTY Co 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 hackfill 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. All culverts and buried irrigation system pipelines damaged by the aclivilies 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 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 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 6a' 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. A. 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 cu 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, 1111IAr&7N M NRAI tirt e1416 t 1I1E Reeapti one 728064 0711612807 03:24;19 Pit 6: 1958 P: 0464 .lean Rtberieo 4 of 8 Reo Fee:34t.00 Dee Fee:0.00 GARFIELD COUNTY CO 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 e 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 four thousand dollars ($4000) 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, as the address first set forth below to this Section 4. The first of such annual payments shall be in the amount of four thousand two hundred dollars ($4200). Said annual payment shall thereafter increase by Five percent (5%) 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.0. 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 andlar 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, All 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, tanning, 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 planted 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 shalt not permit. unless otherwise authorized by GRANTOR, public easements, public facilities, or public roads over or under the Easement A rea. 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 CRANTEE's pipeline, valve terminals, gathering systems and other related facilities in order to eliminate interference shall be borne by GRANTOR. Effective January I, 2018 and thereafter, GRANTEE agrees to change, cease or relocate its operations al 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 rhe costs and expenses of relocating or ceasing operations resulting from such elimination of interference. d 111ixI, Fii Xi SIW rYlt1,IVI 1101 11111 Reception#: 729084 07116/2007 03,24:19 PM B: S950 P; 0485 Jean Alberioo 5 of B Rev Fee:$41.00 Dao Fee:0.00 GRRFIELD COUNTY CO 6, INDEMNIFICATION. GRANTEE AGREES TO PROTECT, DEPEND, 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 TS SOLE, COMPARATIVE, CONTRIBUTORY, CONCURRENT, ACTIVE, OR PASSIVE, AND REGARDLESS OF WHETHER LIABILITY WITHOUT FAULT IS IMPOSED OR SOUGHT TO BE IM Q D ON ONE QR 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 GRANTEES liability under this Agreement, GRANTEE shall maintain, during the tern) 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 SI .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 less than 51,000,000 per person/ SI,0(J0,000 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, shat) reference this Agreement's QLS number as found at the 5 X1111 IfritI iN1ltVilr 11� IN 1111 Recept i ontt : 728084 07/16/2007 03:24:19 Pt! 6: 1950 P: 0496 Jean Alberioo 6 of 6 Rao Pee:$41.00 Doe Fos:0.00 GARFIELD COUNTY CO top of page one adds 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 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 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 lo 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 tail or refuse to deliver to GRANTOR such quit claim deed, or if GRANTOR after a good faith effort to locate GRANTEE is unable to locale 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 'I111111471'=Iti'71N rWi1tV'NIr;H 11111 Recent icing : 728084 07/16/2007 e3:24:19 PA 6: 1950 P: 0407 Jean A1blrico 7 or 8 Rem Fee:641.00 Doc Rge:0.00 CPPFIELO COUNTY CO 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 k 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 parry 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 Slate 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 he 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 11 1 1 I S. Wilcrest Dr. Houston, TX 77049 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 arty director, employee, or agent of tht 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 pony 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: oS 4 ! , By: Nam /e 404. Name. f Its: Attomey-in-Fact Its: 7 1 U111�Y+� ��1+'i Q'I ii I I�l� �i�C1 f �tiit�� 11I Reception#: 728094 07/1612027 0x:24:19 PM B: 195.0 P: 0486 ,lawn Rlberico e er 8 Rea Fee:$41.00 DPAF88:0.00 GARFIELD COUNTY GO STATE OF TEXAS COUNTY OF HARRIS 1 The foregoing instrument was acknowledged betare me this Okay 0d -112'444r,2% by C- r1iv; Q. as Attorney -in -Fact for Chevron U.S.A. Inc, My Commission Expires: T - 1 ..4 pj lid, � 1 *'r�f� ELAINE i J. State ER Notary Public �Yj`�$+�' �� Notary Public. State of Teras � tq MyCommission Expires %4o �„ - Septembot30, 2008 STATE OF TEXAS ) COUNTY OF HARRIS The foregoing instrument was acknowledged before me this day of October, 2006 by Q >l as _ A-l_c _t_La. Es of Marathon Oil Company. My Commission Expires: Notary Public . S . DE8ORAN b, KUHlattA My CommissionExpiresa .tatluaty 17, 200 8 VRIIO1 12 IL MI IL I'fi I 11111 10!1712007 10:08:66 AN Jean Alberteo 1 of 6 Rao Feet$0.00 Doo Fee:0.60 GARFIELD COUNTY CO STATE OF COLORADO ) County of Garfield ) At a regular meeting of the Board of County Commissioners for Garfield County, Colorado, held in the Commissioners' Meeting Room, Garfield County Courthouse, in Glenwood Springs on, Monday, the 81° day of October A.D. 2007, there were present: John Martin . Commissioner Chairman Lary McCown , Commissioner Tasi Houpt , Commissioner Michael Howard , Assistant County Attorney Jean Alberico , Clerk of the Board Ed Green , County Manager (Absent) when the following proceedings, among others were had and done, to -wit: RESOLUTION NO. 2007-101 A RESOLUTION CONCERNED WITH THE APPROVAL OF A SPECIAL USE PERMIT REQUEST FOR 2 "TEMPORARY EMPLOYEE HOUSING" FACILITIES LOCATED NORTH OF THE TOWN OF PARACHUTE AND WITHIN A PROPERTY OWNED BY CHEVRON OIL AND GAS (USA), INC, GARFIELD COUNTY • PARCEL NO 217118200008 PARCEL NO 216912200012 WHEREAS, the Board of County Commissioners of Garfield County, Colorado, received a Special Use Permit request for 2 "Temporary Employee Housing" facilities located north of the Town of Parachute and within a property owned by Chevron Oil and Gas (USA), inc, Garfield County; and WHEREAS, the Temporary Employee Housing facilities are to be located at 2 locations within the 7,000 -acre property owned by Chevron Oil & Gas USA, Inc located at the end of County Road 215 and off "Garden Gulch Road" north of Parachute, CO; and WHERERAS, the subject property is zoned Resource Lands where such use is permitted as a Special Use; and WHEREAS, each Temporary Employee Housing facility is to be completely contained within an approved Colorado Oil and Gas Conservation Commission (COGCC) approved natural gas well pad; and 1 III(Ilii'a.E47i1'AP40CPWAilfliniitllikll .lilEH14 IV( Receptlan#: 735293 1011712047 10:00:59 AK Jowl Alb.rleo 2 of 6 Roo Fee:$0.00 Doe Fee:0.00 GARFIELD COUNTY CO WHEREAS, each Temporary Employee Housing facility is to accommodate a maximum of 24 individuals at any one given time; and WHEREAS, each Temporary Employee Housing facility is to be on location for no more than a cumulative of one (1) calendar year, and WHEREAS, the Board of County Commissioners opened a public hearing on the 8th day of October, 2007 upon the question of whether the above-described SUP should be granted or denied, during which hearing the public and interested persons were given the opportunity to express their opinions regarding the issuance of said SUP; and WHEREAS, the Board of County Commissioners closed the public hearing on the 8th day of October, 2007 to make a final decision; and WHEREAS, the Board on the basis of substantial competent evidence produced at the aforementioned hearing, has made the following determination of fact as listed below: 1. Proper posting and public notice was provided as required for the meeting before the Board of County Commissioners. 2. The meeting before the Board of County Commissioners was extensive and complete, that all pertinent facts, matters and issues were submitted and that ail interested parties were heard at that meeting. 3. The above stated and other reasons, the proposed special use permit has been determined to be in the best interest of the health, safety, morals, convenience, order, prosperity and welfare of the citizens of Garfield County. 4. The application has met the requirements of Special Use (Sections 5:03 and 5.02.21) the Garfield County Zoning Resolution of 1978, as amended. NOW THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Garfield County, Colorado, that a Special Use Permit for 2 "Temporary Employee Housing" facilities located north of the Town of Parachute and within a property owned by Chevron Oil and Gas (USA), inc, Garfield County is hereby approved subject to compliance with all of the following specific conditions: 1. That all representations of the Applicant, either within the application or stated at the hearing before the Board of County Commissioners, shall be considered conditions of approval unless explicitly altered by the Board. 2. That the operation of the facility be done in accordance with all applicable federal, state, and local regulations governing the operation of this type of facility. 2 11111' 111.1 hfl iu(I%Lmicier 4' i 11111 Receplionti: 735293 i011712007 10:08:68 AM Jean Rlberico 3 of 6 Rec Feo:$0.00 Doo Fee:0,00 GARFIELD COUNTY CO 3. Emissions of smoke and particulate matter: every use shall be operated so as to comply with all Federal, State and County air quality laws, regulations and standards. 4. Emission of heat, glare, radiation and fumes: every use shall be so operated that it does not emit heat, glare, radiation or fumes which substantially interfere with the existing use of adjoining property or which constitutes a public nuisance or hazard. Flaring of gases, aircraft warning signals, reflective painting of storage tanks, or other such operations which may be required by law as safety or air pollution control measures shall be exempted from this provision. 5. Water pollution: in a case in which potential hazards exist, it shall be necessary to install safeguards designed to comply with the Regulations of the Environmental Protection Agency before operation of the facilities may begin. All percolation tests or ground water resource tests as maybe required by local or State Health Officers must be met before operation of the facilities may begin, 6. All Special Use Permits for Temporary Employee Housing are subject to all applicable building code, state and federal permit requirements, fire protection district requirements and fire code requirements. 7. Water and wastewater systems proposed to service Temporary Employee Housing must comply with all applicable state and local laws and regulations. 8. Applicants must keep appropriate records, to be provided to the County upon request to demonstrate that water supplied to a site is from an approved source and that wastewater is disposed at an approved facility. For facilities serving twenty-four (24) people or less, the operator must conduct monthly tests (or quarterly if an on-site disinfection system is installed) and maintain records of stored potable water samples specific for coli form. Any tests indicating coli form contamination must be disclosed to the Garfield County Board of Health or designee. 9. In no case shall unsafe water be used for drinking nor shall raw sewage or contaminated water be discharged on the ground surface. 10. This Special Use Permit must be renewed annually. In addition, no single Temporary Employee Housing facility allowed under this Special Use Permit shall be onsite for more than a cumulative of one year. If the Applicant does not apply for renewal of this Special Use Permit, it shall become void one year from the date of issuance. For good cause shown, the permit may be renewed annually in a public meeting with notice by agenda only. Annual renewal review shall be based on the standards herein as well as all 3 1 1111 IA 11! 1W1t% fI 414144 MAN 1111 ReceptIonf: 735293 10/17f20W 10;09;58 RM Jean Rlberloo 4 or 6 Rec Fee:50.00 Doc Fee:0.09 GARFIELD COUNTY CO conditions of the permit. A permit may be revoked anytime through a public hearing called up by staff or the Board of County Commissioners. 11. Inhabitants of the temporary housing shall be applicant's employees and/or subcontractors, working on the related construction or mineral extraction operation, and not dependents of employees, guests or other family members. 12. Temporary employee housing sites shall be maintained in a clean, safe and sanitary condition, free of weeds and refuse. Any hazardous or noxious materials that roust be stored on site for operational or security reasons must be managed in accordance with all applicable federal, state and local laws and regulations. 13. Fire Protection General Requirements: Provisions shall be made for giving alarm in case of fire, It shall be the responsibility of the duly authorized attendant or caretaker to inform all employees about means for summoning fire apparatus, sheriffs office and resident employees. All fires are subject to §307 of the 2003 International Fire Code (IFC) including but not limited to permits, attendance, open fires, coal grills, fire bans and bon fires. One (1) or more approved extinguishers of a type suitable for flammable liquid or electrical fires (Class A, Class B and Class C), carbon dioxide or dry chemical, shall be located in an open station so that it will not be necessary to travel more than one hundred (100) feet to reach the nearest extinguisher. 14. Outdoor food storage is prohibited unless facilities that prevent the attraction of animals to the temporary employee housing site are provided. 15. The applicant shall provide a detailed map and GPS coordinates to the Garfield County Sheriff's Office and the relevant Fire Protection District which is sufficient for emergency response purposes, including location of the temporary employee housing site; private and public roadways accessing the site, marked as open, gated and/or locked; and detailed directions to the site from a major public right-of-way. The map is subject to approval by the Garfield County Sheriff's Office and relevant Fire Protection District. 16. The applicant shall notify the County when site development begins for each facility. The applicant shall verify in writing, by site plan and through photo documentation that the site, water system, and sewage disposal system were designed, installed and inspected in accordance with the said special use permit and comply with all applicable regulations, permits, and conditions. All written documentation and site plans verifying compliance must be stamped by a certified Colorado Engineer. The County also reserves the right to inspect a site, without notice, to assess compliance with the Special Use Permit for Temporary Employee Housing. A determination of noncompliance with any Special Use Permit for Temporary Employee Housing,.or condition approval thereof, is grounds for revocation or suspension of said permit, in accordance with Section *9.01.06. 4 11I1 itilliNflontwom 1 UI Reception#; 735293 1011712007 10:09:S6 AM Jean Merino S of 6 Sec Fo.:30.O0 Doc Fee:0.00 GARFIELD COUNTY GO 17. No animals shall be allowed at temporary employee housing sites, 18. The maximum number of occupants permitted under this Special Use Permit for Temporary Employee Housing is twenty-four (24). 19. Sewage systems shall to be installed and maintained in accordance with the Garfield County ISDS regulations with all pipes and connections water tight and lids kept securely in place at all limes except during normal cleaning operations. 20. Each facility shall have a minimum total capacity of 12,000 gallons of potable water storage which shall be refilled a minimum of every three days. 21. Each facility shall have a minimum total capacity of 8,000 gallons of sewage and wastewater storage capacity which shall be emptied a minimum of every three days. 22, Wildlife -proof refuse containers must be provided for trash, At least one thirty (30) gallon (4 cubic yard) container shall be provided for each unit or the equivalent in a central trash collection facility. Said container(s) must be durable, washable, non-absorbent metal or plastic with tight -fitting lids. Refuse shall be disposed of not less than once weekly. 23, The Applicant aha11 provide a letter of authorization from Chevron USA, Inc. (land owner) indicating that Marathon is authorized to pursue permitting for the two aforementioned Temporary Employee Housing facilities prior to issuance of the Special Use Permit. Dated this /5 day of ( - /1�1 A.D. 20 0 ? . ATTEST: GARFIELD C I TY BOARD OF COMMIS SI GARFIELD COUNTY, Upon motion duly made and seconded the forego i on was : • ted by the following vote: COMMISSIONER CHAIR JOHN F. MARTIN COMMISSIONER LARRY L. MCCOWN COMMISSIONER TRESI HOUPT Aye , Aye , Aye 5 1 ■Ill i p'� onit:�l�'2��+ia�, 11111 1ans�72007"l@;0a s5Ban Je, 8 of 8 Rao Fee:30.00 poo Fae:0.00 GARFIELD COUNTY CO STATE OF COLORADO )ss County of Garfield , County Clerk and ex -officio Clerk of the Board of County Commissioners, in and for the County and State aforesaid, do hereby certify that the annexed and foregoing Resolution is truly copied from the Records of the Proceeding of the Board of County Commissioners for said Garfield County, now in my office. IN WITNESS WHEREOF, 1 have hereunto set my hand and affixed the seal of said County, at Glenwood Springs, this day of . , A.D. 20 County Clerk and ex -officio Clerk of the Board of County Commissioners 6 11111 Ficceptieri 743337 @212112008 03x33;31 AM Jean Alberico 1 of 6 Rea Fee:SO.00 Doo Fee:0.00 6ARFJELD COUNTY CO STATE OF COLORADO ) )ss County of Garfield ) At a regular meeting of the Board of County Commissioners for Garfield County, Colorado, held in the Commissioners' Meeting Room, Garfield County Courthouse, in Glenwood Springs on, Monday, the 4th day of February A.D. 2008, there were present: John Martin Larry McCown Tr+3si Houpt Carolyn Dahlgren Jean Alberico Ed Green , Commissioner Chairman , Commissioner , Commissioner , Deputy County Attorney , Clerk of the Board , County Manager when the following proceedings, among others were had and done, to -wit: RESOLUTION NO. 2008--2 7 A RESOLUTION CONCERNED WITH THE APPROVAL OF A SPECIAL USE PERMIT REQUEST FOR 4 "TEMPORARY EMPLOYEE HOUSING" FACILITIES LOCATED APPROXIMATELY 133 TO 21.5 MILES NORTH OF THE TOWN OF PARACHUTE (ON WELL PAD 697-12A, 696-18A, 697-1C, AND 596-31A) AND WITHIN A PROPERTY OWNED BY CHEVRON USA INC. (OPERATOR: MARATHON OIL COMPANY), GARFIELD COUNTY PARCEL NO 216912200012 (WELL PAD 697-12A) PARCEL NO 213529100008 (WELL PAD 697-1C & 596-31A) PARCEL NO 217118200008 (WELL PAD 696-184) WHEREAS, the Board of County Commissioners of Garfield County, Colorado, received a Special Use Permit request for 4 "Temporary Employee Housing" facilities located approximately 13.3 to 21.5 miles north of the Town of Parachute and within a property owned by Chevron USA Inc., Garfield County; and WHEREAS, the Temporary Employee Housing facilities are to be located at 4 locations within the 54,000 -acre and 763 5.05 -acre properties owned by Chevron USA Inc. located off County Road 215 and off "Garden Gulch Road" north of Parachute, CO; and WHERERAS, the subject property is zoned Resource Lands where such use is permitted as a Special Use; and 1 M! II Prii Ii4liIN, ,(ri itlirte+, 11111 Recapt.onti: 743337 021211200E 03:33:31 PM .lean Albertco 5 of 6 Reo Fee:SO.00 Doe Fee:0.00 GARFIELD COUNTY CO Temporary Employee Housing, or condition approval thereof, is grounds for revocation or suspension of said permit, in accordance with Section §9.01.06. 17. No animals shall be allowed at temporary employee housing sites. 18. The maximum number of occupants permitted under this Special Use Permit for Temporary Employee Housing is twenty-four (24). 19. Sewage systems shall to be installed and maintained in accordance with the Garfield County ISDS regulations with all pipes and connections water tight and lids kept securely in place at all times except during normal cleaning operations. 20. The facility shall have a minimum total capacity of 12,000 gallons of potable water storage which shall be refilled a minimum of every three days. 21. The facility shall have a minimum total capacity of 8,000 gallons of sewage and wastewater storage capacity which shall be emptied a minimum of every three days. 22. Wildlife -proof refuse containers must be provided for trash. At least one thirty (30) gallon (4 cubic yard) container shall be provided for each unit or the equivalent in a central trash collection facility. Said container(s) must be durable, washable, non-absorbent metal or plastic with tight -fitting lids. Refuse shall be disposed of not less than once weekly. Dated this i day of t' ru AA -4 ATTEST: Irrk erk, of the Board , A.D. 20 D . GARi 1EL i CO ► TY BOARD OF COMMISI11NER , GARFIELD COUNTY, 0 Ch Upon motion duly made and seconded the fore oing Resol fon was adop d by the following vote: COMMISSIONER CHAIR JOHN F: MARTIN COMMISSIOjIERLARRY L. MCCOWN COMMISSIONER TRESI IIOUPT , Aye , Aye , Aye 5 1111 MI 1 11VA IIAI,f11 1WRIA NIR kii 11111 ReceptIonp: 743337 02/21/2068 98;33:31 PM Jean Rlberlco 6 of 6 Rio Fee:$0.00 Dv: Feo:0.00 GARFIELD COUNTY CO STATE OF COLORADO County of Garfield ) )ss ) I, , County Clerk and ex -officio Clerk of the Board of County Commissioners, in and for the County and State aforesaid, do hereby certify that the annexed and foregoing Resolution is truly copied from the Records of the Proceeding of the Board of County Commissioners for said Garfield County, now in my office. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said County, at Glenwood Springs, this day of . A.D. 20 County Clerk and ex -officio Clerk of the Board of County Commissioners 6 BOK Q17{ .11i,W141, Mli' riittlit 11111 Receptianti : 753222 07129/2009 0i:62:32 PM Jean Alberico 1 of 8 Rec Fee:541.00 Doc Fee:0.0D GARFXELD COUNTY CO MEMORANDUM OF FIRST AMENDED AND RESTATED GAS GATHERING AGREEMENT THIS MEMORANDUM OF FIRST AMENDED AND RESTATTD GAS GATHERING AGREEMENT (this "Memorandum") is made and entered into this 21 '' day of July, 2008, but effective as of December 28, 2006 (the "Effective Date"), by and between ENTERPRISE GAS PROCESSING, LLC, a Delaware limited liability company ("Gatherer"), with an address of 1100 Louisiana, Houston, Texas 77002, and ENCANA OIL & GAS (USA) INC., a Delaware corporation ("Shipper"), with an address of 370 17`s Street, Suite 1700, Denver, Colorado 80202. WHEREAS, Shipper and Gatherer entered into that certain Gas Gathering Agreement dated December 28, 2006 (the "Original Agreement"), pursuant to which Gatherer provides to Shipper Gathering for the Dedicated Gas and Shipper IT Gas; and WHEREAS, Shipper and Gatherer entered into that certain First Amended and Restated Gas Gathering Agreement dated July 2f , 2008, but effective as of December 28, 2006 (the "Agreement"), pursuant to which (i) the Original Agreement was amended and restated in its entirety and replaced and superseded by the Agreement; and (ii) Gatherer will provide to Shipper Gathering for the Dedicated Gas and Shipper IT 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 Delta, Garfield, Gunnison, Mesa, Moffat, Pitkin and Rio Blanco Counties, 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 are summarized in Sections 2 through 6 below. 2. Term, The term of the Agreement shall commence on December 28, 2006, and 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 and has agreed to deliver, or cause to be delivered, to Gatherer, at the Receipt Points, certain Gas, produced from the Dedicated Area (being more particularly described on Exhibit A attached hereto), including, without limitation, the following: (a) Gas produced from Dedicated Wells which is attributable to the Interests in such Dedicated Wells which are owned by EnCana and/or its Affiliates and their respective successors and assigns, subject to prior dedications and commitments and the limitations specified in the Agreement; HOU:0022384/00005:1340431v1 IHIMPI.WININIMIWKNICIAliiiI1f INKS 11111 Receptivnti: 763222 0712912008 01152:32 PM Jean Riberieo 2 of 8 Rao Foo1541.00 Doo Fes:0.00 GARFIELD COUNTY CO (b) (c) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated June 7, 2006, as amended from time to time, by and between Berry Petroleum Company, as "Shipper," and Shipper, as "Gatherer," which covers Sections 1-36 of Township 5 South, Range 94 West; Sections 1-36 of Township 5 South, Range 95 West; Sections 1-36 of Township 6 South, Range 95 West; and Sections 1-4, 9-16, 21-28, and 33-36 of Township 6 South, Range 96 West, all located in Garfield County, Colorado; Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated August 24, 2006, as amended from time to time, by and between ConocoPhillips Company, as "Shipper," and Shipper, as "Gatherer," which covers parts of Sections 21, 22, 23, 27, 28, 29, 30, 31, 32, 33, 34, 35 and 36 of Township 4 South, Range 96 West; parts of Sections 25 and 36 of Township 4 South, Range 97 West; parts of Sections 2, 3, 4, 5, 6, 7, 8, 9, 16, 17, 18, 21, 27, 28, 33, 34, and 35 of Township 5 South, Range 96 West, all located in Garfield County, Colorado; (d) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated November 7, 2006, as amended from time to time, by and between Orion Energy Partners, L.P., as "Shipper," and Shipper, as "Gatherer," which covers the S/2SE14, SE/4SW/4 of Section 7; S/2, E/2NE/4 of Section 8; W/2W/2, SEd4SW/4 of Section 9; W/2, S12SE/4 of Section 16; all of Section 17; Lot 4, E/2SW/4, SE/4NW/4, E12 of Section 18 of Township 6 South, Range 91 West, all located in Garfield County, Colorado; (e) Gas delivered to EnCana under the terms of that certain Gas Gathering Agreement dated February 1, 2007, as amended from time to time, to be entered into by and between West Hawk Energy (USA) LLC, as "Shipper," and EnCana, as "Gatherer," which covers Sections 10, 11, 12, 13, 14, 15, 23 and 24 of Township 4 South, Range 99 West, all located in Garfield and Rio Blanco Counties, Colorado; and (f) Gas delivered to Shipper under the terms of that certain Gas Gathering Agreement dated June 29, 2006, as amended from time to time, by and between Berry Petroleum Company, as "Shipper," and Shipper, as "Gatherer," which covers portions of Sections 19, 20, 29, 30, 31, 32, 33, 35 and 36 of Township 5 South, Range 96 West; portions of Sections 5, 6 and 18 of Township 6 South, Range 96 West; and portions of Sections 1, 2, 11, 12, 13, 14, 21, 22, 28, 33 and 34 of Township 6 South, Range 97 West, all located in Garfield County, Colorado, subject to the potential release of 320 acres. 4 Covenant Running with the Land. So long as the Agreement is in 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 and its successors and assigns. UOU:0022384/0000511340431v1 1 •III .p17ii 14111.1WHIAIVEIN141.1AY IN 11111 ReaaptIon4J: 753222 07128/2008 01:52:32 P1 Jaen Alberiov 3 of 8 Ran Fao:$41.00 Dov Foo:0.00 GARFIELD COUNTY CO 5 Gatherer Right of First Refusal. Subject to the terms and conditions of the Agreement, Shipper has granted to Gatherer a right of first refusal at the time of any proposed Transfer of ail or any portion of two (2) parallel, twelve inch (12") diameter, approximately 44 -mile -long pipelines currently owned by Shipper and that extend from the area known as the White River Resource area southwest of Meeker, Colorado, located in Section 19, Township 1 South, Range 97 West, Rio Blanco County, Colorado, to northwest of Parachute, Colorado, located in Section 34, Township 6 South, Range 96 West, Garfield County, Colorado (collectively, the "American Soda Pipelines"), to purchase such American Soda Pipelines as are offered for Transfer by Shipper. 6 Shipper Right of First Refusal. Subject to the terms and conditions of the Agreement, Gatherer has granted to Shipper a right of first refusal at the time of any proposed Transfer of all or any portion of (i) that certain 36 -inch diameter, approximately 48 -mile natural gas gathering pipeline, known as the Piceance Creek Gathering System (as defined in the Agreement), located in Garfield and Rio Blanco Counties, Colorado, (11) that certain twenty-four inch (24") diameter, approximately twenty-six (26) mile natural gas gathering pipeline, known as the Great Divide Gathering System (as defined in the Agreement), located in Garfield County, Colorado, provided that the Parties consummate the Acquisition, (iii) that certain twenty-four inch (24") diameter, approximately twenty- two (22) mile natural gas gathering pipeline, known as the Collbran Valley Gathering System (as defined in the Agreement), located in Garfield and Mesa Counties, Colorado, provided that Gatherer constructs such system, (iv) if constricted by Gatherer, that certain twenty-four inch (24") diameter, approximately eighteen (18) mile natural gas gathering pipeline, known as the Vega Gathering System (as defined in the Agreement), located in Mesa County, Colorado, provided that Gatherer constructs such system, or (v) any related compression or other equipment that may be installed in the future by Gatherer to Gather Dedicated Gas (collectively, the Gatherer Facilities") to purchase such portion of the Gatherer Facilities as is offered for Transfer by Gatherer. 7. No Amendment to Agreement. This Memorandum is executed and recorded solely for the purpose of giving notice and shall not amend nor modify the Agreement in any way. [Signature Pages Follow] H0U:0022384/00005:1340431vJ �111li 1011141 all��i ��l�il�hi� 'I I WN 11111 Receptionii` 753222 07129/2008 01:62:32 Pit Jean Rlberioo 4 of 8 Reo Fee:£41.00 Doo Fee:0.00 GARFIELD COUNTY CO IN WITNESS WHEREOF, this Memorandum has been signed by or on behalf of each of the Parties as of the day first above written, ENCANA O & GAS (USA) INC. By: ..; VII Name: )eo.. '! . ?v./rail ir to Title: V ct. Rits+ oikk STATE OF COLORADO CITY AND COUNTY OF DENVER The foregoing instrument was acknowledged before me by Deka , the V 4Gc. ,. P re_ s se -4 of EnCana Oil & Gas (USA) Inc., a Delaware corporation, on behalf of said corporation this ill" day of July, 2008. i No y Public in and for the State of Colorado JUDITH B. SISNEROS NOTARY PUBLIC STATE OF COLORADO My Commisslorl Expires 03117/2012 1-101):00323134/00005:1340431v1 1 110PiIQ4MMIM IN11,1 1Y. inL t1ifi,1N'i 11111 Recap t ionf : 753222 07129/2000 01:52:32 Ph Joon Alborico 5 of 6 Roe Fee:$41,00 Doc Fae:0.00 GARFIELD COUNTY CO ENTERPRISE GAS PROCESSING, LLC STATE OF COLORADO CITY AND COUNTY OF DENVER The foregoing instrument was acknowledged before me by G 11 / &d + , the Sr. U,c.c-Prc.sof Enterprise Gas Processing, LLC, a Delaware limited liability company, on behalf of said limited liability company this a.1 II- day of July, 2008. Attach: Exhibit A - Dedicated Area H0U: 0022384/00005:1340431v1 NoPublic in and for the State of Co 101E -do JUDITH B. SISNEROS NOTARY PUBLIC STATE OF COLORADO My Comnlas]on Expires 03117 2012 1111 F01,1117,1irgifilidIlliiiIVICKAPAN 11111 Receptiond: 753222 F17f29/2008 01:52:32 PM Jean Albericc 6 of 9 Rao Fee:$41.00 Doc Fee -0.00 GARFIELD COUNTY CO s"-.xtin s+t w .re , :m `""r•w "!7ir 1v 1 'aN10=W '!Ii bilk 1 sittaotr.l 0AIi0H'. •atfla W- 1111:- •'•_r—~ AffbW . �4MMW INftl]w 0Ni0t4� r IJHaiW nrlr W '3iYarW � ;i1flilYi' :911"t!t—Clif: :4111t1 2I4111f ;2)fiJ FY .Itititr 1 .. �•La ' •�'�seir •,4t4- rs ails _1 :11iL 1lrteffMlluL::Jii . wu sOmm1 >�lllieANrm1Kw rrrrrrrrrtAnnnwammollem wwttwwa, niiiagiali i■IHiMeawaa l rrLtlrle MramommM1 nfmn.: nMris t .nzu 11r1rrr11reeMIK Pim, 1171i L; • 'alrr: adLrili' ss; in 4,a7 •}90uP1 tempi aa1Ww 0$100W '!MEW tlar,W aaferw aslalW• 1 seat? = *SO W i1I!•saW f0aai W UMMUM. , W arrel+a� rrarr t ■tM2LrlrI UlslsrrsSr",, -6 IM1iW rMAWLLI ffafa3W H81011,1 IMOIOS* LT,i imaingsammanImmi 11 117910WIT ATMR pi1111 1MNrriefM111WWN ITM AMWlr11e1MMO lilt fer111M111wM■ Iwai uu I111<rri1rar•f 11 ,./M•Ii'1RlIOPIP 11r . .-u r.rrY.YrIhY ! AI 12S fF1 W fs81MJW 1,ltfrtW snui"agiall; X.Mre�irllMlil f7a fMW ?1 a102w MAIM rmww tsatatw Legend gr- Andorew0 f , 0 L aogwde7pw ®gala F wR9 w1rn17[mgT�1 ri wiln mnume1i ■■eerwrMrMieln 1111i1MM1Wr11 ■r■rrreWOMMIs■ .111111UMr M.lUU UM11 ■le1mUMRi14 11MOmmrmals sr 1191111 r elMtta11er11 it v*.r217MMMI9110 MEMIONIMMAIWOMI DEDICATED AREA EXHIBIT A �11IQ1L�4�4�11i�Q�i��+Qldril�'h+��11'Ii�1'�IK�� /1111 Reception*: 753222 4712912808 01:52E32 A11 Jean Alberloo 7 pi 8 Reo Fao:$41.00 Doo Fee:0.00 GARFIELD COUNTY Co TIN RGOW 71N R91W TINRA2W T1N R93W 1111 R94W TIN R95W TiN R96W T1N R97W TIN R96W TIN R99W TINRIOCW T2N R92W T2N R93W 1251 R94W TZN R96W T2N ROW T2N RO7W T2N RAM T2N R96W TIN 71109W T3N RA2W T3N RS3W T3N R94W Tay ROM T3N ROW/ TON R97W T3N RABW T3N R98W 73N RTODW 1. 36 secllcfN 1- 36 section • 38 sealant 1 •38 sections 1 - 38 sedans 1.36 ees6Ons S- 9B molests 1.36 sections 1.36 sedans 1- 33 WW1 1 •38 sections 1.36 sections 1 -36 sections 1- 38 sections 1-36 eeo0ons 1- 36 sections 1- 36 -sections 1-38 section 1-30 While 1-36 sections 1- 36 sections 1- 36 elal{eris S - 30 sections R - 36 sections 1- 38 sections f - 38 sections 1-38 sections 1- 38 sections 1.30 /OWans 718 ROM 1- 36 seglpts 719 MOW 1.38 sections 718 R9I W 1- 36 mum* TR S Re2W T - 35 sections T1$R93W 1-38 section T1$ R94W 1- 38 taction T18 R96W 1- 38 ee tis s TIS R96W 1- 34 miens TIS R97W 1- 38 sections TISR96W 1-36 ssdlons TRS R9OW 1.36 aediona 718 RIOOW 1 .38 sections T2S R69W 1 •38 sections 125 RBOW 1-36 notions 728 ROW 1.36 oe ohne T2S R92W 1- 36 section 138 RSIW 1- 36 septan 128 R94W 1- 38 section* T28 R95w 1 - 36 mdtens 1261390W 1- 36 sec/loos 12SR91W 1-38 sedlrne T68198W 1- 96 setons T2B R69W 1-38 secllgls T2SRIDDIW 1-3,10.15,22-27,34.36sections T35 1183W 135 RUOW T3S RPM T3S R92W Tis RO3W T3S R94W 739 R9501 738 NNW 72181197W 738 RABW 738 RIMY T39 Ri00W 1 •36 sadio s 1.38 sockets 1 - 36 sections 1-36 sections 1.38 settees 1- 38 sac6ona 1 - 38 seddas 1 -36 esthete 1-30 teclrans 1- 36 mglms 1.38 sectors 1 -3,10.16.22-27,34-90sec0o08 T48 NNW T43 BROW T4S RSIW 748 RORW 748 RS3W 148 RS4W 148 R96W T40 R96W 74,511117W 148 R98W 748 R9OW T43 R100W T48 MOM 1.36 sections 1- 3e section 1- 36 sections 1 • 36 eec1om 1.38 se lions 1.36 sections 1- 30 sections 1.36 Seatione 1- 36 miles 1.36 sections .38 leolkos 1.36 sections 1.38 sections T6$ MOW 1- 36 sections T68 RODW 1- 38 sections T68 R61 W 1.36 sections TBS R92W f -36 seam TSS R93W 1.36 semitone 755R94W 1.36 sections TSS R96W 1 .36 sections TSS ROW/ 1 •36 sections TSSROM 1 -36 sections 76$ RIM 1- 36 section; TBS ROW 1.36 58860nt T68R1110W 1-36 sections T66 RIQIW 1.36 sections T68 R63W 1- 38 sections T88 RBOW 1-38 'scums T88 ROIW 1-38 sections Tab ROM 1-38 sedoos 788 R93W 1-38 sedans TBS R94W 1-36 sectors TES ROSW 1- 36 seams TO8R98W 1-38 seckne 788 R97W 1-36 sections T86 RABW R -36 sen:0onq T6$ WNW 1- 36 sections TEs R100W 1.36 sections 769RIOIW 1-38 sections TOS R1 61W 1.36 settees T7S MAW T7S RSDW 773 R91 W T78 1192W 778 R93W T78 R64W TT8 R96W T78 R96W 778 RA7W 778 ROW 778 RPM TTS R10OW TTS R101W T78 Rto TO R68W. TOS ROI W TBS R92W 768 R93W 7861184W 168 NSW T88 ROW 719 R97w 789 R96W 789 R9AW 788 RIOOW TOS RIO1 W 188 RIO2W 1-30 sections 1-36 sacdois t - 38 sections 1-36 sections 1.36 redone 1-38 sections 1- 36 sections 1- 36 sections 1-36 see5oes 1-36 sections 1-38 cations 1- 30 section 1-38 Ie860nt 1- 39 se :Bo s 1- 38 sedate 1.36 sections 1- 36 section 1.36 sections 1-38 sections 1.38 sections 1-36 sections 1- 38 Sections 1-.36 ssttooi 1-36 melons 1.38 sections 1.36 secsans 1- 38 sections Panic of 795 R69W T69 RIM T95 ROW 766 R93W TAB R64W 799 RIM TSS R96W T9S RWW 798 WNW T93 ROW 799 R109w TAS R101 W 108 R102W T2N RZW TRUS ROW TIOS RAOW T105 R9I W 7105 R92W 1168 R93W T105 ROW/ TIOS R95W T10S RAM T1OS R97W T105 ROW T108 ROW 110611100W Tice R10RW T11S R86W T116 RSOW T118RSIW 7118 RO2W 7116 R93W T11S R94W TI IS RSSW T11S RPM T11S R97W T118 RO6W 7115 ROW 1125 R69W T12$ MOW T11S RSI W 7128 RS2W 7125 R93W 71251194W T118 ROW 7125 R99W 7125 R 97 T125 ROW 1.36 sections 1-36 sections 1.36 sedans 1.36 sections 1.36 weans 1-38 Setions 1-38 seoions 1-3e sections 1.38 sections 1-38 sections 1.38 Winne 1.15, 22 - 27, 31- 36 seclians R-14 sedans 3.36 scathes 1-38 seglons 1-36 sedans 1 -38 odors 1- 36 section 1.38 sec6ane 1.36 sedlcns 1- 36 sedans 1.38 sections 1-38 seniors 1-98 sections 1- R5, 22 - 27,34 36 sections 1.12 sections 1- 3,10.12 sections 1.36 teases 1- 36 sections 1 -38 section. 1.36 section 1.36 scC5ens 1-36 septan f - 98 sections f -35 melons 1- 38 &Worm 1-14,23-28,35-36 1-2.11.12 f •36 sections 4-38 cams 1- 38 58850 u 1- 36 sulkies 1 - 36 sections t -36 sections 1.38 sections 1- 36 58o5ons 1- 36 sections 1.2,11-14.23 - 28, 36, 36 sections DEDICATED AREA LEGAL DESCRIPTION EXHIBIT A 1111 41.1i41,141i WA IIsi! Reeept unci: 753522 0712912009 01:62:92 PM lean Alberiao B of 8 Roc Fell:641.00 Doc Fae:0.00 GARFIELD COUNTY CO /1N Rom TINR9IW TIN R92W TIN R93W TINR94W T1N ROW TIN R96W TIN R97W TIN R98W T1N MOW TIN R100W T2N R92W TT/11193W 1214 R94W T2N MAW T2N R96W T2N R97W T2N R98w 12N ROM T2N RiOOW T3N R92W T3N R93W TSN R94W MN ROW TSN R98W T3N R97W T3N R98W T3N R99W T3N RIOOW 1- 38 NCO= 1- 36 sections 1- 39 ssdiane 1-38 secUon6 1- 38 seders 1.38 *notion 1.36 inions 1 •38 sections 1.39 'Wiens 1-38 sections 1-30 sea6ofts 1 -38 sectIons 1-38 sections 1- 36 sections t -36 sections 1 -38 sections 1 .38 seCOotf 1- 36 sections 1- 30 sectldts 1-38 sections 1- 38 sections f - 38 sections i -36 sections 1 - 38 ssriions 1 - 36 sections 1 - 38 sections 1-36 sections 1.36 sections 1 -30 sections T1$ ROW 1 - 36 section TIS ROOW 1-36 sections TIS R81 W 1 - 38 sections T18 R92Y1/ 1 - 36 sedlon e TSS R93W 1 - 30 sections T1S R94W 1 - 38 sections T1S NSW 1 -36 sections 716 BMW 1- 38 sections T18 R97W 1- 38 sections 718 R98 1-30 emotions T18 RB9W 1- 30 sections TISRIOOW 1-38 sections T28 MOW i • 38 sections T29 R9OW 1 - 38 sections T29 /101W 1-36 sections 123 RIMY 1 - 38 antics* • T2$ Re3W 1- 38 sedons T28 R94W 1- 38 sections 728 ROOW 1- 38 sections T28 ROOM 1- 38 sections T28 R97W 1- 36 sedans T28 R9OW 1 - 36 see80ns T29 R9OW 1- 38 sections T28 MOON S - 3,10.16, 22 - 27, 34 - 36 sections T38 R89W 1 - 36 emotion T3S ROOW 1- 38 sections T39 R91 W 1- 38 sections 738 R92W 1.38 sections T38 R93W 1 -36 sections T38 R94W 1- 38 sec6ors T38 R95W 1- 38 sections T38 R96W 1-38 sealers 118 R97W 1-38 30clisns 733 RPM 1- 38 sedans T38 R88W 1.38 sedans 738 RiOOW 1- 3,10-16, 22.27, 34 - 39 sedans 749 RE9W 748 ROOW T48 R9IW T48 R92W T4$ R93W 148 R94W T48 R93W T43 ROOW T43 ROW 1491498W 1491499W 748 RIOOW T49 RIOIW 1.36 DIM,* 1.36 sections 1.38 sections 1.38 sections 1.30 sections 1-38 eoolons S - 30 section 1-36 indices 1-38 sedans 1- 38 sections t-38 sections t -38 sedlon f • 38 sedlons TES R89W 1 -38 sections T6$ROOW 1 -36 sedlons T68 WNW 1-36 sections T68 R92W 1- 38 sections T69 R93W 1-98 sections Teti R94W 1- 38 sections TE$ R96W 1- 36 sections T63 R96W 1-36 sections 768 R97W 1- 35 sedum TES MOW 1 -38 motion! 768 R99W 1 - 36 sections • TN MOW 1.36 sections T88RI01W 1-38 sedans TOS ROM 1- 38 sections T138 R9OW 1.36 eectiam TOS R9I W 1- 38 sections TBS R92W 1.38 sections T68 R03W 1-38 section 768 ROM 1- 36 action 768 R06W 1- 38 sections 7138 R98W 1- 3e sections T813 R97W 1-3$ section 186 R96W 1.38 +scion 108 Re9W 1- 38 esd1one T0914100W 1-36 sections TO3 RiOIW 1.36 section TOSRIO2W 1.39 sections 778 RO9W T78 RBOW 178 R91W T78 R92W 178 R93W 778 R94W 178 R96W 178 R96W 178 R97W 178 ROW/ 778 ROM 175 RiOOW 77911101W T76 R102W T8$ R8$W T8SR91W 188 R92W T88 R93W T88 R94W T$$ R93W T88 R96W 788 R97W T89 R96W T88 989W 188 RIOOW TOS RIO1W TBS R102W 1-36 $eatiane 1.36 sections 1-36 eecllom -36 seWare 1-38 sec lays 1-38 seders 1-36 medians 1-38 =lions 1- 38 scions 1-36 motions 1-38 sections 1- 38 sections 1-38 asdians 1-38 sections 1- 86 sections 1- 38 eedlons 1-38 sections 1- 38 sections 1.38 sections 1- 38 sections 1- 38 eeddOne 1- 38 sections 1- 36 seatiom I-38 sections 1- 36 eedlans 1- 38 sections 1.38 sections 799 R89W T98 RIM T98 R92W T98 R93W res R94W T93 Rem T99 RO6W TOS R87W T68 RAM 798 MAW 798 RIO8N T93 RIO1W T93 RIO2W T2N R2W Ti0S R89W T108 R9OW T108 RIM T10S R92W 1108 R93W T403 RO4W T108 R95W T108 NOV 1108 R97W 110811913W T108 ROOW TIOS MOW T103 MOM T116 RB9W T118 R90.4/ T1t9ROIW T118 ROW T116 R93W T116 R94W T118 R96W 7118 R98W 7118 R97W 7118 R98W T118 R89W 1128 R6UW 1128 R9OW T128 R91W T123 R92W 1126 R93W T128 R94W T128 R96W T128 R9OW T12$ R97W T128 RIM 1.38 eee3au 1-38 sections 1- 36 sestIcne 1.36 seduce 1-38 sections 1-36 sections 1-38 sections 1 -38 sections 1- 38 sec6oss 1 - 36 sedans 1 -36 steams 1.16,22-27,34-36emotions 1-14 sedione 1 - 38 sections 1- 36 sections 1- 38 sections 1-36 sections 1- 38 sections 1-38 sections i - 38 sections 1.3E Sections t - 36 secicme 1 •38 maims 1- 38 sections 1-16,22-27.34-36 sections 1-12 sections 1- 3,10 -12 sections 1.36 undone 1- 38 radians 1- 36 sections 1- 38• saddens 1- 38 sedtans 1- 36 seGtans 1- 36 sections 1-30 willow 1 - 35 sections 1.14,23.28,36-36 1 -2,11-12 1 -36 sections 1- 36 sections 1-36 sections 1 -36 seams 1-36 inches 1- 36 sections 1- 3e sections 1 - 38 14c6Ons 1.38 siectiorn. 1-2.11- 14, 23- 20, 35, 38 sections DEDICATED AREA LEGAL DESCRIPTION EXHIBIT A i o (13 0 P7cA p Q P to c+ H •p. 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CC H• • w co 0 . ,.gyp P ct Nki Pl O b OP P3 O CD ch 0 NI -4 • co 0 01 N O kr; 0 • ct Co ;mac () • 4 488812 B-866 P-729 02/09/98 02:19P PG 1 OF.3 REC DOC NOT MI DRED ALSDORF GARFIELD COUNTY CLERK A}) RECORDER 16.00 RIGHT-OF-WAY AGREEMNT THE STATE OF COLORADO COUNTY OF GARFIELD ) ) KNOW ALL MEN BY THESE PRESENTS That for and in consideration of Ten Dollars ($10.00) and other good and valuable considerations, in hand paid, the receipt of which ie hereby acknowledged, and subject to the terms and conditions hereof, Occidental Oil Shale Corporation, P.O. Sox 50250, Midland, Texas 79710, hereinafter called "GRANTOR," hereby grants .and conveys, insofar ae GRANTOR shall have the right and power to do so, to OXY USA Inc., a Delaware corporation, with an address at P.O. Box 50250 Midland, Texas 79710, its successors and assigns, hereinafter called "GRANTEE," a non-exclusive easement of right-of-way with the privilege to enter at any time from time to time and as often as desired, over, across and through the following described property to wit: Sections 24 and 25, Township 7 South, Range 97 West, and Sections 16, 17, 19, and 19, Township 7 South, Range 96 West, Garfield County, TO HAVE AND TO HOLD said easement of access and right-of-way unto said GRANTEE, its successors and assigns, forever, but without warranty of title, either express or implied, for the sole purpose of gaining access to lands presently held by GRANTEE located as follows, to wit: Sections 3 through 6, 8 through 10, 13 through 15, 19 through 22, 28 through 33, Township 6 South, Range 97 West 6th P.M., Garfield County, Colorado. 1.2 In exercising such rights-of-way and access GRANTEE shall, insofar as is practical, utilize existing roads so as to minimize to construction of any additional roads on the lands described herein insofar as is reasonable and practical under the circumstances. GRANTEE declares and agrees that GRANTOR has made no warranty of &/A: DXy 4$,1 rhe- �D 50,250 Page 3. 499812 B-966 P-730 02/09/96 02:19P PG 2 OF 3' Right -of -Way Agreement passableness, useability, or fitness for GRANTEE's purposes, regarding any roads located on the described lands either as such roads presently exist or may 'hereinafter be located or relocated. GRANTEE shall be under no obligation whatsoever to maintain, repair, construct, reconstruct, locate, or relocate, any road, to accommodate GRANTEE's use thereof whether such road shall be presently existing or located on the said lands at any future time. GRANTEE is given the right and power to improve, upgrade, maintain, and repair existing roads insofar as shall be useful to GRANTEE's use thereof at GRANTEE'S sole risk and expense. GRANTOR reserves the right to freely use the land even though such use may interfere with or prevent GRANTEE's enjoyment of the rights and easements herein granted. GRANTOR's sole obligation should GRANTOR's use interfere with GRANTEE's right of access over and across any roadway then existing on the surface of the said lands shall be to allow GRANTEE to relocate such then existing roadway on the said lands, if such relocation is practical, to allow GRANTEE continuing access over and across the said lands without interfering with GRANTOR's intended use thereof. In locating any roadway as may be constructed by GRANTEE, the same shall not be located in such proximity to any buildings, structures, mines, mineheads, shafts, pits, wells, or other improvements, as would prevent GRANTOR's full and free use, occupancy and enjoyment thereof for whatever purpose. The parties agree that one of GRANTOR's presently intended uses, the extraction of oil shale deposits, may require the destruction of the surface and as such may limit or destroy the rights granted herein GRANTEE. Nothing herein shall limit such present intention of GRANTOR even though such use may be delayed to some indeterminate time in the future. The rights-of-way, easements and privileges herein granted are assignable or transferable, in connection with the GRANTEE'S lands Page 2 488812 8--968 P-731 02/09/86 02:19P 1?G 3 OF 3 Right -of -Way Agreement described above only. EXECUTED this THE STATE OF COUNTY of r , , day of October, A.D., 1995. Occidental Oi1 Shale xnc. 72fahttJ ame R. Niehaus, geCIFa Ve Vice President OXY USA Inc. Robert D. Hunt, Attorney -in -Fact This instrument was acknowledged before me on the//day 1995, by James R. Niehaus, Exec. Vice Pres.. for Occidental Oil ''•Xnc., a Delaware corporation, on behalf of said corporation lesion Expires: / THE STATE OF TEXAS COUNTY OF MIDLAND This instrument was of October, 1995, by Robert Inc., a Delaware corporation, My Commission Expires: e7=9i' / 1 Not gubl .�.. acknowledged before me on the D. -Hunt, Attorney -in -Fact for day OXY on behalf of said corporation USA Page 3 BETTY L. CHATWEI! NO1ARY PUBLIC State of Texas mor Gomm CrP. U', -O5.9) 1 111111 11111 111111 101 11111 11111 11111 111 11111 1111 1111 623888 03/18/2803 01:38P B1447 P303 M RLSDORF 1 of 6 R 38.26 D 0.08 GARFIELD COUNTY CO OIL AND GAS LEASE (LEASE #3) THIS AGREEMENT, made and entered into as of the 15th day of November, 2002, by and between Chevron U.S.A. Inc., successor in interest to Chevron Shale Oil Company, whose address is 11111 S. Wilcrest Dr., Houston, Texas 77099 hereinafter called "Lessor," and Petroleum Development Corporation, whose address is 103 East Main Street, P.O. Box 26, Bridgeport, West Virginia 26330, hereinafter called "Lessee." WITNESSETH: 1. Lessor, for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, in hand paid, of the royalties herein provided and of the agreements of Lessee herein contained, hereby grants, demises, Ieases and lets exclusively unto Lessee all of Lessor's right, title and interest in the land hereinafter described, for the purpose of investigating, exploring, drilling for, producing, saving, taking, owning, transporting, storing, handling and treating oil, and gas, herein called leased substances, together with all rights, privileges and easements useful for Lessee's operations hereunder on said land; including but not limited to the following rights: to lay pipelines; to build roads; to construct tanks, pump and power stations, and power and communication lines; and to redrill, deepen, maintain, rework and operate any well so drilled, subject in all cases to the provisions of paragraphs I5 and 16. The land included in this lease is situated in the County of Garfield, State of Colorado, and is described on the attached Exhibit A, including all of Lessor's right, title and interest in all leased substances underlying lakes, streams, roads, streets, alleys, easements and rights-of-way which traverse said Iand; and including all lands owned or claimed by Lessor as a part of any tract above described; and containing 5325.42 acres of land more or less. This lease shall cover all of Lessor's right, title and interest in said land now owned by or hereafter vested in Lessor. For the purpose of calculating any payments based on acreage, the land shall be deemed to contain the acreage above stated. 2. Subject to the other provisions herein contained, this lease shall remain in force for a period of three (3) years from the date hereof, herein called "primary term," and thereafter so long as leased substances or any one or more of them are being produced from said land or any operation permitted hereunder is being conducted on said land or this lease is continued in force by reason of any of the other provisions hereof. 3. Royalties on leased substances to be paid by Lessee are: (a) on oil, eighteen and three quarters percent (18.75%) of that produced and saved from said land, to be delivered at the well or to the credit of Lessor into the pipeline to which the wells may be connected; Lessee may from time to time purchase any royalty oil, paying therefor the market value in the field where produced on the day it is run to the pipeline or storage tanks; (b) on gas, including casinghead gas, produced from said land and sold or used off the premises, the market value at the well of eighteen and three quarters percent (16.75%) of the gas so sold or used, provided that on gas sold at the well the royalty shall be eighteen and three quarters percent (1$.75%) of the amount realized from such sale. If Lessee shall discover gas hereunder on said land or on land unitized with any of said land, Lessee may at any time or times during or after the primary term and at Lessee's election, pay as royalty (herein called shut-in gas well payment) a sum equal to one dollar per acre on the acreage then held by Lessee hereunder, whereupon it shall be considered for all purposes of this lease that a Leased substance is being produced hereunder from said land for a period of one year; such year to commence on the anniversary of this lease next preceding such payment. Provided, however, that this lease may be extended by tender of shut-in well payments for no more than two consecutive years from the anniversary of this lease next preceding Lessee's payment. Any such payment may be made in the same manner as provided elsewhere in this lease for payments hereunder but shall not be in lieu of any royalty based on actual production. Lessee may use, free of royalty, leased substances from said land for all operations conducted upon the leased Iands or lands unitized with any of said land. 4. This is a Paid -Up lease and Lessee shall not be obligated during the primary term to make any further payments or to commence or continue any operations hereunder in order to PDCLease- NcwLeuse03.doc 2/15f1003 -1- 1111111111111 11111 1111111111111111111111111111111111111 623088 03/16/2003 01.98P B1447 P580 M A1,SDDRF 2 of 0 R 36,25 D 0.00 GARFIELD COUNTY CO maintain this lease in force. Any money payable hereunder may be paid in cash or by check, mailed or delivered to Lessor, Lessee may at any time or times surrender this lease as to all or any portion of said land by mailing or tendering to Lessor or by filing for record a release or releases, and be relieved of all obligations thereafter accruing as to the acreage surrendered, but same shall not relieve Lessee of any obligation existing as of the date of such release. 5. If any operations or production of a leased substance or any combination of such activities shall occur hereunder and if at any time or times after the primary term or within sixty (60) days before expiration of the primary term, such operations or such production or any combination of such activities shall cease for any cause so that none of such activities continues, such cessation shall not cause this lease to terminate and this lease shall remain in force if and so long as (a) shut-in gas well payments are made under paragraph 3 (if applicable) or (b) any operation or production of a leased substance is commenced or resumed hereunder within sixty (60) days after cessation of the last of the operations or production that had occurred hereunder or (c) the cause of cessation is covered by paragraph 8 hereof. Wherever used in this paragraph 5, or wherever else used in this lease unless the context requires otherwise, the meaning of the word "operations" shall without limitation include: drilling, digging and boring operations, producing operations, the drilling of a dry hole or successive holes before or after production is obtained, plugging back, reworking operations, deepening operations and remedial operations in connection with drilling or producing operations. 6. Lessee shall pay for all damages caused by Lessee's operations, including but not limited to damages to growing crops, buildings, irrigation ditches, livestock, feed lots and fences. Lessee will bury pipelines below ordinary plow depth at the time of installation when crossing cultivated Iand owned or operated by Lessor or its surface lessees. No well shall be drilled within two hundred (200) feet of any residence or other improvement now or hereafter constructed on said land without the consent of the owner thereof. Lessee shall have the right at any time within ninety (90) days after expiration or surrender of the lease or any part hereof to remove all of Lessee's property and fixtures, including the right to draw and remove all casing. Lessee shall restore the surface as nearly as practicable to its original condition upon expiration or surrender of the lease. 7. Lessee shall have neither the right nor the power to assign this lease, in whole or in part, to another party without the prior written consent of Lessor. Lessor may withhold its consent to any such proposed or attempted assignment for any reason or for no reason in its sole discretion. 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 Iaw 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. Provided, however, this provision shall not apply to assignments that may be made to limited partners that Lessee may be required to make under limited partnerships Lessee may form to conduct operations under this lease. Also, this provision shall not apply to transfers of interest that result from mergers, acquisitions or sales of all of Lessee's assets and assignments to Lessee's corporate affiliates. 8. Whenever as a result of any cause beyond Lessee's reasonable control (such as fire, flood, storm, or other act of God, governmental law, order, or regulation, labor disputes or war) Lessee is prevented or hindered from exercising any of its rights hereunder, complying with any of the terms hereof or carrying out any of its obligations hereunder, and such prevention or hindrance occurs during the teen hereof, either primary or extended, as the case may be, the obligations of Lessee hereunder (excluding only its obligation to pay royalties on actual production, and other monetary payments required or permitted by the terms of this lease), shall be suspended during the period of such prevention or hindrance and for ninety (90) days thereafter. If such hindrance occurs during the primary term hereof, the primary term shall be extended for a period of time equal to the period of such suspension and this lease shall remain in full force and effect during such period of suspension and during any such extension of the primary term. 9. In connection with operations for the production of oil and gas or either of them, Lessee may at any time or times pool or unitize this lease insofar as it covers the lands covered POC Lease - New Lone #3.doc 211812003 -2- 1111I11111I1111111111111111111111 11111111 1111 11111111 623086 R338.25 D30 00g9P 81441 P5B7 ARFIELD COUNTY Ca5D0RF hereby, in whole or in part, as to any stratum or strata, with other lands and leases in the same area or field so as to constitute a unit or units whenever, in Lessee's judgment, necessary or advisable to comply with a law, rule, order or regulation of a governmental authority having jurisdiction, to reduce or prevent economic waste, to protect correlative rights, or to promote, encourage or accomplish the conservation of natural resources, by filing for record in the applicable county records an instrument so declaring. Upon production frons any part of any such unit, Lessor shall be entitled to the royalties provided for in this Iease on only that fractional part of unit production allocated to that portion of this lease included in such unit. Operations upon any such unit or production from any part of such unit shall be treated and considered for al] purposes of this lease except payment of royalties, as operations upon or production from this lease. 10. The royalties hereinabove provided are determined with respect to the entire estate in leased substances and if Lessor owns a lesser interest therein or if this lease covers less than the entire estate in leased substances, the royalties to Lessor shall be reduced proportionally. Lessor makes no warranties of title to the leased premises, whether express or implied. Lessee at its option may purchase or discharge in whole or in part any tax, mortgage or other lien upon said land, may redeem the same from any purchaser at any tax sale or adjudication, and may reimburse itself from any royalties accruing hereunder and shall be subrogated to such lien with the right to enforce same. 11. Lessee agrees to defend, indemnify and hold harmless Lessor, its affiliates, and any employee, agent, contractor or other representative of Lessor and its affiliates, from any and all claims, demands, suits, losses, fines, penalties, damages, liabilities, costs and expenses of every character whatsoever (including but not limited to court costs and attorneys' fees) arising out of or in connection with Lessee's operations on the leased lands. 12. If this lease has not sooner terminated, then effective as of five (5) years after expiration of the primary term this lease shall terminate as to all depths below the stratigraphic equivalent of the deepest depth drilled on the leased lands and as to all lands not included within a spacing unit producing or capable of producing oil or gas in paying quantities. In the event the area in which a well is drilled and completed is not spaced as per applicable state oil and gas regulations, then the lease shall be deemed to cover an approximate three hundred twenty (320) acre parcel surrounding and including the well location. Lessee shall file of record an appropriate release within thirty (30) days after the effective date of the termination. 13. At all times during the drilling, testing and completing of any well drilled on the leased lands or on lands pooled therewith, Lessee shall cause Lessor and its affiliates and the employees and agents of Lessor and its affiliates, to have access at their sole risk to the derrick floor and all facilities relating to the drilling of the well(s) and to receive all information relating to such operations including but not limited to daily drilling reports and logs, cores and samples obtained in connection with such operations the same as though Lessor and its affiliates were drilling the well(s). Notices of intent to spud, log and plug and abandon wells shall be furnished to the following: ChevronTexaco Shale Oil Company Attn: J.T. Schmid, Jr., Manager 11111 S. Wilcrest Dr. Houston, TX 77099 Upon written request, Lessee shall furnish all well information, including all reports, logs and samples to; ChevronTexaco Shale 0il Company Attn: Greg Brose 11111 S. Wilerest Ar. Houston, TX 77099 14. This lease 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. PDC Lease - New Lease i3.doc -3- 211$/200] MEI 11111 11111 11111 11101111 11111 11111111 623088 03/18/2003 01,59P 01447 P388 11 ALSDORF 4 of 6 R 38.23 0 0.00 ORRPIELD COUNTY CO 15. Lessee shall obtain prior written approval from Lessor for each use of the surface that Lessee proposes to make under this lease, including but not limited to drill sites, access and surface reclamation plans. 16. Notwithstanding that Lessee may have obtained Lessor's approval under paragraph 15 to make various uses of the surface of the leased lands, Lessee's operations shall be subordinate to Lessor's right to conduct shale oil operations on the leased lands at any time in the future. If Lessor determines in its reasonable discretion that Lessee's operations will interfere with Lessor's shale oil operations, Lessee 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 Lessee's wells, gathering systems and other related facilities in order to eliminate an interference shall be borne by Lessor. If any such change, cessation or relocation of facilities results in permanent loss of production, Lessor will compensate Lessee for same at the then fair market value of the leased substance. Effective January 1, 2018 and thereafter, Lessee agrees to change, cease or relocate its operations at its sole risk and cost, in order to eliminate an interference and Lessor shall have no obligation to compensate Lessee for lost production resulting from such elimination of an interference. IN WITNESS WHEREOF, this instrument is executed as of the date first above written. TAX I.D. 25-0527925 Social Security or Tax Number STATE OF TEXAS COUNTY OF HARRIS LESSOR CHEVRON U.S.A. INC. By: 54r—. 74 Its: Attorney -in -Fact LESSEE PETROLEUM DEVELOPMENT CORPORATION By: Its: The foregoing instrument was acknowledged before me this lilk-day of WI i t eVad , 2003 by O. F. Baldwin A as Attorney -in -Fact for Chevron U.S.A. Inc. My Commission Expires: , �(?'7jD (� tai . t vt. t . Id'I C1�(.Q/� Notary Public STATE OF WWI VIRGINIA ) ) COUNTY OF }1 IRRISON ) The foregoing instrument was acknowledged before me this 21st day of February by Tunas E. Riley as VP Marketing Petroleum Development Corporation. ssiExpires: t}hJ R. Clark PDC Lease - New Lease #3.doc J}rne 2, 2009 Notary Pub -4- , 2003 Notary Nig ' = • F-. Virginia Petroleum neeelopment Corpor8U0n 1D3 Eastmain atreel, Box 28 Bridgeport, WV 29330 My comralsalan explrei.J000 2, 2009 2/18/2003 of 111111111111111111111IIIIII111111I1111 ii irnII1111III� 2og30301:5SP 81447 P588 K 05DORF .90 GARFIEL� COUNTY 5f 6 8 39.25 EXHIBIT A OIL AND GAS LEASE (LEASE #3) Between Chevron U.S.A. Inc. and Petroleum Development Corporation Dated November 15, 2002 830150—EATON BASIC AGMT NO, 10 & 11 FEE T6S R97W, 6'" P.M. Midland #6 Section 13: NE/4; Midland #7 Section 13: SE/4; Midland #8 Section 13: SW/4; and Midland #9 Section 13: NW/4; containing 640 acres, more or less. 830210 —EATON BASIC AGMT NO. 9 FEE T6S, R97W, 6th P.M. Community #2: W/2 Fh of Section 12; containing 160 acres, more or less. 116700 —EATON BASIC AGMT NO. 8 (PRATT 11 & 12) FEE The Pratt No. 11 Placer Mining Claim comprising the NW/4, and the Pratt No. 12 Placer Mining Claim comprising the NE/4, all in Section 11, T6S, R97W of the 6th P.M.; containing 320 acres more or less. 830320 C. H. DARROW FEE T6S, R97W. 6`a P.M, Eureka Placer Mining Claim No. 21-2 Eureka Placer Mining Claim No. 21-3 Eureka Placer Mining Claim No. 22-4 Eureka Placer Mining Claim No. 22-3 Oklahoma Placer Mining Claim No. 6 Naomi Placer Mining Claim No. 2 Naomi PIacer Mining Claim No. 3 Naomi Placer Mining Claim No. 5 Section 21: NW/4; Section 21: SW/4; Section 22: SE/4; Section 22: SW/4; Section 21: NW4; Section 28: NE/4 NW4, S/2 NW/4; Section 28: NE/4; and Section 21; SFJ4; containing 1,400 acres, more or less. 910370 -- EATON BASIC AGMT NO. 8 (PRATT 7 & 8) FEE T6S. R97W. 6th P.M, Pratt No. 7 Claim, embracing Section 11: SFJ4; and Pratt No. 8 Claim, embracing Section 11: SW/4; containing 320 acres, more or less. 910390 — EATON_A ASIC AGMTZIO 7 FEE T6S, R97W ofthe 6th P.M. The Gem No. 1 Placer Claim, being the SFJ4 of Section 1; the Gem No. 2 PIacer Claim, being the SW/4 of Section 1; and the Community. No. 1 Placer Claim, being the E/2 of the E/2 of Section 12; Plus T6S. R97W of the 66 P.M. The Gem No. 3 Placer Claim, being the SE/4 of Sec. 2; The Gem No. 4 Placer Claim, being the SW/4 of Section. 2; The Gem No. 5 Placer Claim, being Lots 9,10,15 and 16, Section 2; The Gem No. 6 Placer Claim, being Lots 11, 12, 13 and 14 Section 2; The Gem No. 7 Placer Claim, being Lots 9,10,15 and 16 in Section 1; The Gem No, 8 Placer Claim, being Lots 11, 12, 13 and 14, Section 1; PDC Lease • New Lease R3.doc 2/1612003 -5- 1111111 11111 11011 1111 nna ILLII1 11111 11117 11 011 IIIII 11PI 11 1111 6 of 6 R 38.25 0 0.00 GARFIELD COUNTY CO The Gem No. 9 Placer Claim, being the south 40 acres of each of the Lots 5, 6, 7 and 8 (said 40 acre tracts being now re-platted and numbered as Lots 21, 22, 23 and 24) in Section 1; and The Gem No. 10 Placer Claim being the south 40 acres of each of the Lots 5, 6, 7 and 8 (said 40 acre tracts being now re-platted and numbered as Lots 21, 22, 23 and 24) in Section 2. containing a total of 1760 acres, more or less. 910400 — R L. EATON AGMT NO 3 FEE T6S. R97W. 6* P.M. Champion No. 5 Placer Mining Claim, embracing Lots 19 and 20 in Section 1, containing 36.04 acres, more or less. 830310 — D.D. POTTER #11 FEE T6S. R97W. 6* P.M. Lots 3, 2, 3, and 4 in Section 33; and Lots3 and 4 in Section 34; containing 329.38 acres, more or less. 830300 — D.D. POTTER #7 FEE T6S, ' 1W. 60' P.M. Denver No. 111 Placer Mining Claim, being SE/4 of Section 28; and Denver No. 112 Placer Mining Claim, being SW/4 of Section 28; comprising 320 acres, more or less. 830290 — D.D. POTTER #5 FEE T6S, R97W. 6`" P.M. NW/4 NW/4 of Section 28; comprising 40.00 acres, more or less. END OF EXHIBIT A PDC Least - New Least #3,doc -6- 71181x003 -1 OMER IILl 11111 11111 11111 III IIII I 1111111 3199638 07/16/2004 04:01P Weld County, C4 1 of 2 R 11.00 D 0.00 Steve Moreno Clerk & Recorder 6� LIT! L H ami maiM1 mum r1.1 ttt. "m num �m a Mml eg Num in o COUNTY OF HARRISON ,•r AFFIDAVIT OF PRODUCTION Chevrun Texaco 031C -13D PDC Lease No, 691500 WILLIAM D. GAINOR, of lawful age, being first duly sworn, deposes: 1. That he is Land Manager of Petroleum Development Corporation, a Nevada corporation; and 2. Petroleum Development Corporation is the owner of an interest in the Oil and Gas Leases described on Exhibit "A" attached hereto and by this reference made a part bereof; and 3: That said leases are for the term shown in said Exhibit "A" and as long thereafter as oil, gas, casinghead gas, casinghead gasoline, condensate, distillate, or any of the afore -mentioned is prodnced; and 4. That a well was drilled under the terms of said leases at the location shown on said Exhibit "A" and was completed as a producing well on or about the date shown in said Exhibit "A", and 5. That this Affidavit is made for the purpose of giving notice of the continuance of said leases and is made pursuant to the following applicable statute: 1963 Colorado Revised Statutes, Section 118-113-6 STATE OF WEST VIRGINIA William >t aim day Of -- PETROLEUM DEVELOPMENT CORPORATION By "." �#.rseti William D. Gainor Land Manager , Land Manger of Petroleum Development Corporation appeared before me the , 2004, Wi • ss my -hat d and official seal. My Commission Expires: !one 2, 2004 THIS INSTRUMENT PREPARED BY AND RETURN TO: Petroleum Development Corporation PO Dox 26 Bridgeport, WV 26330 f Rita A. ark Notary ' bile in and for the State of West Virginia OFFICIAL Notary Public eta% of eat Virginia Pstroleum Development Corporation 7 ici WWt'rteV 28330 My co mittiSl00 expires June 2, 2009 111111 IFI1 11111 LI1I1L 11111 11111 11111 1111111 0111111 3199638 0711612004 04:01P Weld County, CO 2 or 2 R 11.00 D 0.00 Steve Moreno Clerk & Recorder EXHIBIT "A SUBJECT WELL: WELL NAME: WELL LOCATION: PRORATION UNIT: TYPE OF WELL: DATE COMPLETED: LEASES: Chevron Texaco #31C -13D T6S, R97W, Sec, 13: NWNE NW14NEI4 Williams Fork 06-29-2004 LEASE NUMBER: LEASE DATE: LESSOR: LESSEE: RECORDING DATA: PRIMARY TERM: LAND DESCRIPTION: 691500 11-15-2002 Chevron USA, Inc. Petroleum Development Corporation 03-18-2003, Reception No. 623088 3 years T6S, R97W, 6`b P.M. Section 13: ALL Garfield Co., Colorado THIS INSTRUMENT PREPARE[) BY AND RETURN TO: Petroleum Development Corporation PO Box 26 Bridgeport, WV 26330 i IIIIII IIIII 111111 III IIIII 11111 IIIIII1 III 111111111 IIII 91271 01/27/29@8 02:e6P B1767 P4B6 M ALSDORF 1 of 4 R 21.00 D 0,09 04RFIELO COUNTY CO SEGREGATION AGREEMENT This Segregation Agreement is made this 18th day of January, 2006, between PICEANCE GAS RESOURCES, LLC ("POR"), 1675 Broadway, Suite 2000, Denver, CO S0202, and PETROLEUM DEVELOPMENT CORPORATION. 103 East Main St., Bridgeport, WV 26330 ("PDC"), and, WHEREAS, POR. and PDC, own all or a portion of the minerals, leasehold and working interest in and to the lands and leases described on Exhibit "A", attached hereto, and, WHEREAS, by certain Orders of the Oil and Gas Conservation Commission of the State of Colorado (the "Commission"), the Commission has established three hundred twenty (320) acre drilling and spacing units for the Williams Fork formation from the following described lands: Township 6 South. Range 97 West. 6th P.M. Section 13: N/2 (containing 320 acres, more or less) Garfield County, Colorado WHEREAS, in accordance with said Commission orders, the above-described lands are to be pooled as a single three hundred twenty (320) acre unit for the production of oil and gas from the Williams Fork formation, and, WHEREAS, said spacing orders permit the drilling of multiple additional infill wells in the three hundred twenty (320) acre unit at the option of the operator, and, WHEREAS, despite such spacing orders, PDC and POR desire to segregate the working interest in and to the Williams Fork formation only in the N/2 of Section 13, Township 6 South, Range 97 West, 6th P.M., Garfield County, Colorado into two one hundred sixty (160) acre units, being the NW/4 and the NE/4 of Section 13, Township 6 South, Range 97 West, 6th P.M. with ownership described on the attached Exhibit "A", and, WHEREAS, in such segregation, PGR and PDC do not desire to affect the right of any royalty or overriding royalty owner to receive its appropriate share of proceeds from the Williams Fork production obtained anywhere within the three hundred twenty (320) acre unit as prescribed by Commission Orders in Cause No. 510-118. NOW TUEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, PDC and POR hereby agree as follows: All revenues attributable to oil and gas production from the Williams Fork formation and all associated costs, expenses and taxes shall be home by, and allocated to, the working interest owners of the one hundred sixty (160) acre unit upon which the wellbore is located. The special allocation of production costs and taxes set forth above shall affect only the parties hereto, their successors and assigns, each of whom agree to all the terms and conditions contained herein. All landowner royalties, overriding royalties, production payments or other interests in production or payable out of the proceeds thereof, of record as of January 24, 2005, shall be apportioned, allocated and paid on the basis of the tbree hundred (320) acre unit as prescribed by Cause No. 510.118 and related orders. Any burdens created subsequent to January 24, 2005 shall be solely borne by the party creating said burden as to its ownership within the one hundred sixty (160) acre unit and such party shall not have the power or authority to allocate any subsequently created burden beyond such one hundred sixty (160) acre unit. Each party herein agrees to indemnify and hold the other party harmless from all costs, expenses and liabilities arising in connection with any new burden on production which may be created hereafter. 1111111 IIIH 1111111 Ill IN1 Hill 111111! 1111!11111111111 691271 01/27/2006 02:06P 81767 P467 h ALSUORF 2 of 4 R 21.00 D 0.00 GARFIELD COUNTY CO IN WETNESS VYHEREOF, this instrument made and effective this 18th day of January, 2006. This instrument may be executed in any number of counterparts, each of which shall be considered an original for all purposes: Piceance Cas Resources, LLC 2_44s...,ca By: �r�� 3c. il Title: /4141JAV;>:'(2._ Petrolea evelCorporation By: 1E46 Title: 2 l/,° ejf oA e. �i.,s 111111111111111111111111111011111111111111111111111111 891272 01/27/2008 02:14P Bt767 P470 K RLSDORF 1 of 4 R 21.00 D 0.00 GARFIELD COUNTY CO SEGREGATION AGREEMENT This Segregation Agreement is made this 131h day of January, 2006, between PICEANCE GAS RESOURCES, LLC ("PGR"), 1675 Broadway, Suite 2000, Denver, CO 80202, and PETROLEUM DEVELOPMENT CORPORATION. 103 East Main St., Bridgeport, WV 26330 ("PDC"), and, WHEREAS, PGR and PDC, own all or a portion of the minerals, leasehold and working interest in and to the lands and leases described on Exhibit "A", attached hereto, and, WHEREAS, by certain Orders of the Oil and Gas Conservation Commission of the State of Colorado (the "Commission"), the Commission has established three hundred twenty (320) acre drilling and spacing units for the Williams Fork formation from the following described Iands: Township 6 South, Range 97 West. 6th P.M. Section 13: S/2 (containing 320 acres, more or less) Garfield County, Colorado WHEREAS, in accordance with said Commission orders, the above-described lands are to be pooled as a single three hundred twenty (320) acre unit for the production of oil and gas from the Williams Fork formation, and, WHEREAS, said spacing orders permit the drilling of multiple additional infill wells in the three hundred twenty (320) acre unit at the option of the operator, and, WHEREAS, despite such spacing orders, PDC and POR desire to segregate the working interest in and to the Williams Fork formation only in the St2 of Section 13, Township 6 South, Range 97 West, 6th P.M., Garfield County, Colorado into two one hundred sixty (160) acre units, being the SW/4 and the SE/4 of Section 13, Township 6 South, Range 97 West, 6th P.M. with ownership described on the attached Exhibit "A", and, WHEREAS, in such segregation, PGR and PDC do not desire to affect the right of any royalty or overriding royalty owner to receive its appropriate share of proceeds from the Williams Fork production obtained anywhere within the three hundred twenty (320) acre unit as prescribed by Commission Orders in Cause No. 510-118. NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, PDC and POR hereby agree as follows: Alt revenues attributable to oil and gas production from the Williams Fork formation and all associated costs, expenses and taxes shall be borne by, and allocated to, the working interest owners of the one hundred sixty (160) acre unit upon which the wellbore is located. The special allocation of production costs and taxes set forth above shall affect only the parties hereto, their successors and assigns, each of whom agree to all the terms and conditions contained herein. All landowner royalties, overriding royalties, production payments or other interests in production or payable out of the proceeds thereof, of record as of January 24, 2005, shall be apportioned, allocated and paid on the basis of the three hundred (320) acre unit as prescribed by Cause No. 510-118 and related orders. Any burdens created subsequent to January 24, 2005 shall be solely borne by the party creating said burden as to its ownership within the one hundred sixty (160) acre unit and such party shall not have the power or authority to allocate any subsequently created burden beyond such one hundred sixty (160) acre unit. Each party herein agrees to indemnify and hold the other party harmless from all costs, expenses and liabilities arising in connection with any new burden on production which may be created hereafter. ll 111111111 1111111 1111111 111111111111ill 11111 11111111 891272 01/27/2008 02:14P 61787 P471 It ALSDORF 2 of 4 R 21.00 D 0.00 GARFIELD COUNTY CO IN WITNESS WHEREOF, this instrument made this 18th day of January, 2006, but is effective as of November 1, 2005. This instrument may be executed in any number of counterparts, each of which shall be considered an original for all purposes: Piceaocc Gas Resources, LLC By: Zt.44044AJ Title: Motoyg Parole r evelopment Corporation By: tow, i'lb44 Title: E/, .Fsfp%..4.,, 2 1111111111111131111111111111111111111 111111111111111 691272 01/27/2008 02:14P 01767 P472 M RLSDDRF 3 of 4 R 21.00 D 0.00 GARFIELD COUNTY CO ACKNOWLEDGEMENTS STATE OF COLORADO ) ) ss CITY AND COUNTY OF DENVER } Ca The foregoing instrument was acknowledged before me this . 3 day of�iautiagy , 2446, by DAKIfrL fes. !?,r.anic tfte.0 as PIPriAnF,2. of Piceance Gas Resources, LLC, a Colorado limited liability company. Witness my hand and official seal. (SEAL) 1$AAAN 1. MCCABE S OF CORA STDO tly Commluran Expires 1131109 My Commission Expires: STATE OF COLORADO ) ) ss COUNTY OF 5.4 1 Notary Public: T e foregoing instrument was acknowledged before me this Z.2day of by as \j4'— of Petroleum Development Corporation, a Delaware corporation. Witness my hand and official seal. (SEAL) My Commission Expires; OS/13/260R 2006, Notary Fubli Address: 3 v -V) ed[ar-a„ la: '':,i 1111111 11111 1111111 III 1101 11111 1111111 111111111111 1111 631272 01/27/2006 02:14P 61767 P473 M ALSDORF 4 of 4 R 21,00 D 0.00 GARFIELD COUNTY CO EXHIBIT Attached to and made a part of that certain Segregation Agreement made this 18th day of January, 2006, but effective November 1, 2005 by and between PICEANCE GAS RESOURCES, LLC and PETROLEUM DEVELOPMENT CORPORATION, I. LANDS SUBJECT TO THIS AGREEMENT: Township 6 South. Range 97 West, 6th P.M. Section 13: 8/2 As to the Williams Fork formation only Containing 320 acres, more or less in Garfield County, Colorado II. LEASE SUBJECT TO THIS AGREEMENT: Lessor: Lessee: Lease Date: Recorded: County: State: Description: Chevron U.S.A. Inc. Petroleum Development Corporation November 15, 2002 Book 1447, Page 585 Garfield Colorado Insofar and only insofar as the lease covers the S/2 Section 13, Township 6 South, Range 97 West, 6th P,M. III. LANDS OWNED 100% BY PETROLEUM DEVELOPMENT CORPORATION AS TO THE WILLIAMS FORK FORMATION The SW/4 of Section 13, Township 6 South, Range 97 West, 6th P.M. V. LANDS OWNED 100% BY PICEANCE GAS RESOURCES, LLC AS TO THE WILLIAMS FORK FORMATION The SE/4 of Section 13, Township 6 South, Range 97 West, 6th P.M. •111110% L7MNIM!,,14/11 ! "IRIVILl Erin 11111 Recapticn#: 735054 10/1912007 02:20:37 PM Jean Albarico 1 of 4 Rec F4e:$21.00 Doo Fee:0.00 GARrX£LD COUNTY CO 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 ("'), 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 Patties 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 are summarized in Sections 2 through 4 below. 2. Term. The terra of the Agreement shall commence on September 1I, 2007, and unless terminated earlier m accordance with the terms 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 (if) 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 `5n -kind" by such working interest owners and royalty owners and for which Shipper and/or its Affiliates has the right to deliver such Gus and only for the period that Shipper and/or its Affiliates has such right (collectively, 'Dedicated Gas"). HOUSTON: 022384.00062:1202704v1 1111 1111A1114 1 11 1 Receptlend: 735664 1011812007 02:20:37 PM dean A16erlco 2 of 4 Rec Fee:$21.00 000 Fre:0.00 GRRFIELD COUNTY CO 4. Covenant Runnin lte Land. So long as the Agreement is in 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 (i1) be binding on and enforceable by Gatherer and its successors and assigns against Shipper, its Affiliates and their respective successors and assigns. 5. No Amendlnent to AgreLement. This Memorandum is executed and recorded solely for the purpose of giving notice and shall not amend nor modify the Agreement in any way. IN WITNESS WHEREOF, this Memorandum has heel signed by or on behalf of each of the Parties as of the day first above written. ,• MARATHON OIL COMPANY By. CP Name: to Title: V 1C.. E e es ,5 E STATE OF It s COUNTY OF 4,40 1S T foregoing instrument was acknowledged before me by Pj. K U14z. , the VI c_e. eSi of . i Oil Company, an Ohio corporation, on behalf of said corporation this l IPA day of - s,; �, r , 2007. 2 HOUSTON: 022384.00062:1202704v1 in and for the State of •IKICIPANII,Wil.liiihilrifilfr1114141VielliliCili 11111 Receplionli: 135664 10/1912007 02120;37 PM Jean Alberieo 3 of 4 Rea Fee;S21.00 Poo Fee:0.00 GARFIELO COUNTY CO STATE OF COUNTY OF § § The foregoingent was acknowledged before me by i4, s. To CUE, the E (pLIrr'l VE of Enterprise Gas Processing, LLC, a,l;)elaware l' ed liability company, on behalf of said limited liability company this 'i day of.? r, 2007. KATHY ROBESON NO rARY OMM�s MY ISSION EXPIRES NOV.14, 2010 HOUSTON; 022384.00062: 1202704v1 3 lic t for the State of 4,4,6t )(a'd)i-t�, hhot4 � `, JOYCE N. SANCHEZ LOCK$ LIDDELL & SAPP LLP 600 TRAVIS STREET, SUITE 3400 HocrsroN, TEXAS 77002-3095 1111 NI FILtrf '1411,1CG AIl#ICl 4aN 144111's 11111 Recept4onU: 736664 10/19/2007 02:20:37 PK Jean Albarieo 4 of 4 Reo fee:$2f.00 Doc Fee:0.00 GARFIELD COUNTY CO EXHIBIT A DEDICATED AREA The following lands located in Garfield County, Colorado: Tqwnship 5 South. Range 96 %yes$ 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, 5/2SE Section 35: NESE, NWSE, S/2SE Township 6 South. Range 96 West Section 5: Lots 2 , 7, 10, 14, 19, 21, 23 Section 6: Lots 1, 2, 7, 8, 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 wellbore of the CSOC 697-14 #11 Section 21: NE, SW Section 22: NE, except wellbore of the CSOC 697-22 #1 Section 22: SW Section 23: NE, 5/2 Section 26: ALL Section 28: NE, SW Section 35: Lots 1, 2, 3, 4 Township 7 South. Ranee 9 West Section 5: Lots 1, 2 3, 4, 5, S/2NW, SW, SWNE T wnship 7 South. Range 97 West Section 2: W/2, W/2E/2 Section 11: N/25/2, NW Section 14: E2 HOUSTON: 022384A0062:1202704v1 EXHIBIT A - Page 1 J 1111111 11111 111111!1111 11111 111 11111111 111 11111 Ilii 1111 574614 01/10/2001 04:36P 81220 1'667 rl AJSOORF • .FFR 65.00 D 0.00 GARFIELD COLHFI' Co QUIT CLAIM! )DEED TIUS DEED, made this 101h day of January WAYNE R1JDD grantor. whose street address is 0132 PARI: AVENUE. BASALT, CO 8161I • 2 flI between County of EAGLE , State of Colorndo , for the consideration of Ttn DOM _antlyther r until mnstdonJllon . _ Dollars ill Mod paid. hereby sells told quitclaims to: SPECIALTY RESTAURANTS CORPORATION AS TO AN SO PERCENT INTEREST ANT) SOOCK7Oy RESTAURANT AURANT CORI'OR A"TION AS TO A 10 PERCENT INTEREST C Joint tenant. [ TenOMSf in Garman grantee, whose street address is. 4I53 EAST LA PALMA AVENUE, SUPrE 250, ANAHEIM, CA 71807 County of . Stale of Crdirornia , the following legally descried water lights: .'tNY AND ALL LWATI:R AND ',DATER RtCH7;i iIITCH rINO D1'X1I RIGIJt'S, WELLS, SEEPS ANI) SPRINGS. INCLUDING WirRO:'1' LI4ITATIC!I, THOSE RATvR RIGHTS AD- JCD/CAWD IN DFCRF.I: ENTERED IN CASY NO. 9GCLk384 IN 18E :]ISIR:Cr i'CURT Feta WATER DISTR1I AU. 5. Appurtenant to: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART THEREOF. Signed as oft the day and year first above writen. WAY RUDD State of C000nido ) )ss. County of GARFIELD ) The foregoing instrument was acknowledged berme me this IOth day of hinny, 2001 by 11'AYNE RUDD Witness my hand and dl `igialarraf""r My con ►ixsidr�� N. SOY Novo STA i G W234705 Faro 4AII5.CCO [4.6.97) lrm to= 1 • yy Notary 'ublilr ') J LAND TITLE GUARANTEE COMPANY 617 COLORADO AVE, GLENYVOOD SPRINGS, CO 61601 r 11111111111111111111111111111111111111111111111 di 1111 574824 01/20/2001 00r38R 81226 P888 21 RLSOORF 2 of e R 23.00 0 0.00 GQRFIELD COUNTY CO EXHIBIT A PARCEL A, A PARCEL OA LAND IN THE E1/2 OP SECTI01t 32 AHD THE R1/2 AND THE N)a1/4NE1/4 OF SECTION 33, TD'RNSHIP 7 00(2171, RAMOS 96 WEST OP THE SIXTH PRINCIPAL HEREDIAN, GARFIELD COUNTY, COLORADO. MORE PARTICULARLY DESCRIBED AS FOLLOWS, UROINNI1rC: ON T110 SOUTH RICHT OF NAY FOR INTERSTATE 70, PRO,RCT 110. 3 70-1(45) SEC. 0, AT ITS INTERSECTION WIT41 791E WEST LIMB OF THE 01/2 OF SAID SECTION 32. SAID POINT BEING SOUTH OD DEGREES 56' 10" EAST 8.69 PEST PROM THE C-5 1/16 CORNER OF SAID SECTION 32) TRENCH ALONG CATO RIGHT 09 WAY T1R FOLLOWING 13 COURSES, 1. NORTH 66 DEGREES 25' 51" EAST 270.16 FRET} 2, NORTH 60 DRORHSS 22' 46" E351 625.11 P8E7r 3. NORTH 52 DEORSES 51' 05" EAST 530.71 VEST; 4. NORTH 37 DEGREES DB' 21" EAST 625.69 PERT) 5. NORTH 39 DEGREES 09' 06" EAST 511.86 FEET; 6. NORTH 40 DEGREES 40' 59" EAST 587.97 PEET) 7. ALONG A NON -TANGENT CURVE TO THE RICHT HAVING A RADIUS OP 3669,72 FEET. A CENTRAL ANGLE OF 13 DEGREES 32' 13", AN ARC LENGTH OF 067.03 FEET, Trip CHORD OF WHICH DEARS NORTH 50 DEGREES 23' 43' EAST 065.01 FEET; 8. NORTH 60 DEGREES 13' 24" EAST 587.77 PRET) 9. NORTH 61 D$OR888 44' 06" EAST 522.03 PEET) 10. NORTH 61 DEGREES 29' 09" EAST 241,75 FEET; 11. NORTH 69 DEGREES 57' 36' EAST 565.71 FEET) 12. NORTH 84 DEGREES 23' 39' BAST 745.31 FEET; 13. ALONG A 31091 -TANGENT CURVE TO TH8 RIGHT HAVING A RADIUS OP 459.37 FEET, A CENTRAL ANGLE OF 37 metes 43' 37", AN ARC LENGTH OF 301.92 PEET, THE CHORD OF wiren BRARs OR HIGHWAY Sou711 24, PROJEC`]8'SNO. 1F 001.1(1),02, 54" EAST =NesFEET AL0 G SAIDORIGHTIOFTWAOF Y RAY SOUTH SS DSGRERS 29' 00" WEST 6942.16 PEET TO THE WEST LINE 0P THE EAST 1/2 OF SAID SECTION 32, THENCE ALONG SAID WEST LINE NORTH 00 DEGREES 56' 18" WEST 503.23 PEET TO THE FOIST OF BXOIIHIINO. PARCEL R, A FARORL 07' LAND IN THE 81/2 OP SECTION 32. AND THE 101/2 OF SECTION 33, TOWNSHIP 7 SOUTH, RANGE 96 WEST OP THE MYTH PRINCIPAL HERIDIAH, GARFIELD COUNTY, CO4o112.00, M -0R8 PARTICULARLY DESCRIBED AS FOLLOWS' DEGINN/NG AT THE QUARTER CORNER FOR SAID SECTION 32 AND SECTION 5, TCir)i$HIP 9) SOUT74, RANGE 96 NEST, THENCE ALONG THE MST LINE OP THE EAST 1/2 OF SAID SECTION 32. NORTH 00 DEGREE'S 56' 12" NEST 493.82 FEET THE SOUTH RIGHT OF WAY FOR HIGHWAY 6 6 24, PROJECT H0. P 001-1(3), THENCE ALONG SAID RICH: CP KAY TRE FOLLOWING 9 coopers, 1. NORTH 55 13509085 24' 00" RAST 954.38 FEET; 2. NORTH 69 DEGREES 31' 10" EAST 103.00 PERT, 3. NORTH 5S DEGREES 29' 00" EAST 300.00 PEET, 4. N0R734 41 DECREES 26' 50" MAST 103.09 PERT, 5. NORTH 55 DEGREES 29' 00" EAST 2800.00 PEET, 6. NORTH 69 0508509 31' 10° EAST 103.00 7E87, 7. NORTH 55 DEGREES 29' OD' EAST 300.00 FEET, S. NORTH 41 D0GR5E3 26' 50' EAST 103.08 98KT, 9. NORTH 55 DECRBBs 29 00" EAST 2633.70 PNET TO THE NORTHERLY RIGHT OP WAY FOR THE DENVER AND RIO GRAMD9, WESTERN RAILROAD: 7940410E ALONG SAID RAILROAD RICHT OF NAY POR THE POLLOWINO 4 COURSES, 1. ALONG A HON -TANGENT CURVE TO THE LBPT HAVING A RADIUS OF 2964.94 PEET, A CLUTRAL ANGLE or 10 DEGREES 11' 07', A}1 ARC LENGTH 0Y 527.07 FERT, TNR CHORD OF WHICHH D0A95 SOUTH 39 DEGREES 53' 39" WEST 526.30 PEET, 2. SOUTH 34 DEGREES 28' 00" WEST 101.16 FRET; 3. SOUTH 34 DEORE85 06' 00" WEST 2901.97 PEET TO TUE SOUTHERLY LINT OFA COUNTY ROAD RIGHT OP MAY DESCRIBED IN 0008 101 AT PAGE 185, 4. ALONG: SAID ROAD RIGIHT OF WAY, ALONG A CURVE TO THE RIGHT IAVI14G A RAD/US OF 2894.93 FEET, A CBNTRAI, ANGLE OP 43 DEGREES 22' FEET, THE C110RD OP 11HICH 88A348 SOUTH 55 DECR885 49'i ARSTC L9 2139.94 PEET TO 7718 SOUTH 21N8 or THE 01/2 OP SAID 28"LONG APSET TU SCUTE 8B DECR00 ,31 FEET 327 THENCE ALONG SAID SCUTE[ :})E 9 55 00"NEST 3470,31 FEET TO THE POINT OR pECIh?21120, 4015(701 111IIi Ili1111111111111 lilll Ill 111111111111111111111111 374514 01/10/2801 04138P 81225 P559 19 1.5000F 3 or S 11 25.00 0 0.00 GARFIEIO COinTY CO EXHIBIT A PARCEL C; A PARCEL OF LAND IN PORTIONS QF 8¢CTI0N3 32, 33, AND 28, TOWNSHIP 7 SOUTH, RANGE 96 WEST OF THS SIXTH 9RINCIPAL MERIDIAN. GARFIELD COUNTY, coLORA00, WORE PARTICULARLY DLSCRIBED AS POLLON5f 560INHING AT THE CORNER FOR SA10 68CTTONS 33 AND 33 AND SECTIONS 4 AND 5, TOWHSNIp 8 SOUTH, RAN08 96 HOOT; TREECE ALONG THE SOUTH LINE OP THE BAST 1/1 OF SAID SECTION 32, SOUTH 08 DEGREES 55' 00" WEST 222.18 FEET TO TEE SOUTHERLY EIGHT OP HAY FOR THE DENVER AND RIO GRANDE, WESTERN RAILROAD; TNENCP ALONG SAID RIGHT OF HAY THS FOLLOWING 11 COURSES; 1. ALONG A NON -TANGENT CURVE; TO 711E LEFT HAV/410 A RADIUS OF I532.68 PEET, A CENTRAL ANGLE OF 77 DEGREES 31' 13", AN ARC L5HG'T1I op 736,18 FRET, THE CHORD OF HIIICH BEARS NORTH 49 DEGREES 35' 07" EAST 719.12 FEET; 2. WORTH 34 DEGREES 58' 01" EAST 127,94 PEET; 3. NORTH 34 DEGREES 08' 00" EAST 3498.67 FHE7; 4. NORTH 34 DEGRRUS 28' 00" BAST 98.53 FEET: 5. ALONG A NON -TANGENT CURVE TO THE RIGHT YAVCHG A RAD205 OF 2764.94 ?EBT, A CENTRAL ANGLE OP 06 DEGREES 16' 38", AN ARC LENGTH OF 302.92 FEET, TRE CHORD OF Wilier' BEARE NORTH 37 080REEE 56' 24" EAST 302,76 FEET 70 1711: WEST LINE OF LOT 2 IN SAID SECTION 33, 6. ALONG SAID NEST LINE !NORTH 00 DEGREES 30' 00" NEE? 74.51 FEET; 7. ALOEO A NON -TANGENT CURVE TO TRU RIGHT HAVING A RADIUS OF 2814.94 FEET, A CENTRAL ANGLE OF 12 0708885 36' OB", AN ARC LENGTH OP 619.14 FEET, THE CHORD OP 1421108 DEARS NIORT11 48 DEGREES 30' 51" EAST 617.90 FEET; 8. NORTH 55 0808935 09' 00" EAST 99.42 PRET; 3. NORTH 55 DEGREES 29' 00" BAST 1164.48 FEET TO 71E NORTH LINE OF SAID SECTION 331 10. ALONG SAID NORTH LINE NORTH 09 DEGREES 23' 32" &A57 03.63 PEET; 11. NORTE1 55 DEGREES 29' 00" BAST 283.11 PEET TO TRS EAST LINE OF SAID SECTION 28; THENCE LEAVING SAID RAILROAD RIGHT OF NAY ALONG SAID EAST L2EE SOUTH 01 0608950 57' 13" RAST 357.98 PEET TO 7119 CORNER FOR SEC710115 27, 28, 33 AND 34: THENCE ALONG TUE EAST LINE OF SAID 6ECTION 33, SOUTH 00 0808885 014 53" EAST 749.37 FEET TO TRH NORTHEAST C0RN0R OF THAT PARCEL DESCRIDID IH 800X 590 AT PAGE 643: THENCE ALOHO THE SAID PARCEL SOUTH 88 DEGREES 50' 06" 14857 794.00 FEET? THENCE CONTINUING ALONG 2'1)12 5A2D pARCEL SOUTH 00 DEGREES 01' 53" EAST 300.00 FEET: THENCE CONTINUING ALONG THE SAID PARCEL NORTH OB DE5REE8 50' 06" EAST 786.00 PERT TO TRE BAST LINE OF SAID SECTION: 13; TIIENCS ALONG SAID EAST LIMB 900711 00 D80RP06 OP 53. EAST 300.0D FEET TO TUE NORTH 1/16 CORNER BETWEEN 56CT30915 33 AHD 34; TEENER ALONG THAT LINE DESCRIDEO IN BOOK 67 AT PAGE 132, SOUTH 17 DEGREES 44' 55" 2185? 1065,70 FEET TO TEE CENTERLINE OP 711E COLORADO RIVER A8 AGREED TO IN BOOR 602 AT PACE 9641 THENCE ALONG SAID CENTERLINE TSS FOLLOWING 9 COURSES: 1. N0RT11 69 DEGREES 04' 13" WEST 1170.74 FEET; 2. SOU 1 B5 DEGREES 15' 21" NEST 314.97 FEET; 3. SOUTH 59 DEGREES 20' 30" WEST 316.71 FEET: 4. SOUTH 48 DEGREES 53' 02" NEST 337.31 FEET; S. SOUTH 20 DEGREES 46° 48" WEST 328.61 FEST: 6. SOUTH 11 DEGREES 57' 01" HEST 859.10 FEET; 7. SOUTH 14 DEGREES 03' 25" NEST 1512.73 FEET: 0. 200112 12 0208865 05' 25" MEET 500.82 988?; 9. SOUTH 18 DEGREES 08' 35" B 79.95 PEET TO THE MAMBA LINE OF THE COLORADO RIVER; THENCE ALONG 711E M ANI/ER LINE SOUTH 34 DEGREES 48' 19" NEST 960.63 FEET TO 711E SOUTH LINE OF SECTION 13; '171ENCE ALOHO SAID SOUTD LINE SOUTH 89 DECREES 01' 48" NEST 714.44 FEET TO TUE POINT OP 98031212240. PARCEL D; THAT REAL FROPRR?? SITUATE IN THE COUNTY Op CAAPTELD, STATE Op COLORADO, S00710H 33, TOWNSHIP 7 SOUTH, RANGE 96 NEST OF 711E SIXTH PRINCIPAL MERIDIAN, CONNEHCING AT THE SOUTHEAST CORNER OF THE 2)83/49191/41 THENCE WESTERLY ALONG "HE S OUTH LIME OF amp HEI/411$1/4 786 PEET: MIME NNORTE D0 DBGR7E5 01' 28" NEST 300 PEET 70 TRE TRUE POINT OP BBGINRiiHD; THENCE EASTERLY AND PARALLEL TO SAID SOUTH LIHS 706 PEET: THENCE NORM 00 DEGREES 01' 28" HEST 300 FEET; TIIENCI WESTERLY AND PARALLEL TO SAID SOUTH LINE 706 FEET; THENCE SOUTH 00 DECREES 01' 2W134706 111If 1111111 IIJIIJ 11111 IJI11111111IJIIJ 111 IIJIJ Illi 1111 574814 01!10/2001 04t38P 811226 POQO M t�1.SOO11 4 a1 5 R 26.00 D 0.00 GARFIELD COUNTY CO EXRIBIT A 28^ EAST TO THE TRUE POINT 04 DE0I10IING. COUNTY OF GARFIELD STATE OF COLORADO PARCEL 1e ALL THAT PORTION OF THE POLLAHIHO DESCRIBED PROPERTY LYING 50U171ERLY OP INE SOUTTrRRLY RIGHT OP NAY OF HIGHWAY 6 AND 24t TOA11WP 7 YOLfT1i. AWE 96 HEST OF THE B11'Tt_CR/ ICIPAL R6RTDIAN SECTION 321 81/2Sw1/4 TOGETHER WITH: TQB►I6F1XP B SOUiIl, R"�t 1R 96 NEST DP THi8 9'X711 pw;HquAlt_bwmIAN SECTION 4t LOT 4, EXCEPT THAT PART OF THE ABOVE D85CRIBED LANDS NNicn IS DESCRIBED IH 800E 181 AT PAGE 186, 0? TUE RECORDS OF GARFIELD COUNTY, COLORADO EXCEPT THAT PORTION CONVEYED TO TRE STATE DEPARTMENT OP HIGHWAYS IN INSTRUNF.NT R000RD2D SEPTEMBER 6, 1993 IN u001' 614 AT PAGE 601. 98CTI0H 511 LOTS I, 2 AND 3, THAT PRT 0V LOTS 4 AND 5 ABM OF 1116 SOUTHWEST QUARTER OP THE tt0RI7P+tEST QUARTER I5141/4N111/41 IH SECTION 5, TowNS11IP B SOUTH, RAIIG6 96 NEST OF THE 6T1( PRINCIPAL. MERIDIAN, DESCRIBED AS FOLLOWS 090106IN0 AT THE NORTHWEST CORNER OF SAID LOT 4, THENCE SOUTH 29 DECREES 04' BAST 3120.6 PEST TO T118 BANK ON TEE COLORADO RIVRRI THENCE NORTHEASTERLY ALONG THE EASTERLY LINE OF SAID LOT 5 TO THE NORTHEAST CORNER 77LRREOPt THENCE WEST ALONG T116 NORTH; LINE OF SAID LOT 5 TO THE 506516H65T CORNER THEREOF: THENCE NORTH ALONG 1119 EAST 'SHE OF SAID LOT 4 TO THE NORTHEAST CORNER THEREOF THENCE WEST ALONG THE NORTH LIN8 OF SAID LOT 4, TO THE POINT 0P BEGINNING. SECTION 5. ALL OF LOTS 11 AND 12. LOT 4 AND TILE SN1/45W1/4 EXCEPT TH069 PORTI0318 0P LOT 4 AND SAID 0561/4x166/4 INCLUDED Ili THE FOLLOWING DL'60RIOEn PARCELt A TRACT OP [.AND IN LOTS 3, 4 AND 5. AND SWI/463'1/4, SECTION 5, TOWNSHIP 8 SMITH, RANGE 96 WEST OP TRU SIXTH PRINCIPAL HERID7.AI1, DESCRIBED AS BEO1NPI110 ON THE NORTHWEST CORNER OF SAID SECTION 5, THENCE 6. 30 DEGREES 00' E. 3010 FEET: T1(6NCR N. 88 worms 36' 8. 338 F8ET11 THETICS H. 00 DEGREES 47' N. 900 PEET; THENCE N. 53 DEGREES 00' 8. 302 FEET) THENCE N. 37 DEGREES 01' B. 334 FEET: THENCE N. 40 DEGREES 24' E. 326 PEET1 THENCE N. 4 6201R88S 56' N. 171 98ETt THENCE N, 33 DEGREES 01' 8. 530 Nem THENCE N. 49 DEGREES 51' H. 1766 PEE:TJ THENCE S. 66 DEGREES 43' 117. 1365 FEET TO POINT OF 080IENING, SECTION 6: ALL SECTION 71 LOTS 2. 9. 10, 11, 12 AND RE1/4IM1/4 ALSO To0ATNBR w1171, 01833705 1111111 IIIA 111111 I1Ill III11111111IJIII III 111I1 Illi 1111 X174614 Ot/19/2091 Oq:39P 0!226 P691 ? PL500RF 5 of 5 R 25.@0 D 0,00 GARFIELD CatR{rr CO EXHIDIT A 701716111P B SOUri1, RAN4R 97 WEST OP TUE 6IYTIr PRINCIPAL H6RMIA11 8N r��$1/a!1 1 T PORTION OF THItto 4 LYING RASpf:Ri,Y_Qt.aIg RA Br MVP OF NAY OP IHTS'$TATR_ 7J. Ata! T04RTHRR HI7N r pAPcrL = r Zabi7_2927MLLSI__MILIMQRIORD PR4P007Y �.Y N OF Tf7310Notrnu uer. R7WI OP FAX OP itxtllt►1AY 46 R(r:.�:'OU7`I_{EALY A--.F.•ASTERIY TONNS14IP B SOUTH, RANGE 97 NES? GP 7716 SIX771 PRINCIPAL MERIbxAti SRCfloI1 j; r . 11F.1/4iryt1/4L N112NA•I/4 cPUNT/ OF Y A D &7ATA OP cOL0RAD0 TOGETHER yap hT j1 QI ji. aP 771 nLG-, OxINO pitscso p_ Clam r rijo SOWN 711E Gor1N-rr_Y HMA., i?I�r_Qy SotoxAoe, &I@ __-3, 11k 12 AtIo 12 Q&FTlati 7. Towripirp $ 500111,1WAl K 96 H4111"0p FiPRIr1CrrALATRIO_IAN OMPTY OF rikEl TATE 07 S.> LAACR1L 2 r THAT PORTION 07 '1716 FOLLSw7l10_ DESCRIAND LANs LYI,NwIT1 S OF MESA, PTATE OP COLUMN°E ALL THAT PORTION OF THE POLT.Q NG ORSCRXDao PAOP10rY LiztR- CUT1ttRLY AND g85TRRLY OP _7.716OVT Stt6RLT RIGHT-or-wAY 0g mammy 6 AND 24: 7?DN-?a1IP $$ SOVg7jt„ 7 jz9z2p_nre 6TR, PRX CI PAL MIERINANr, CV ON 17: /131 /41,... 11101/41rr11; 4 4159 ANp RxCEp't" SHAT PARCEL OP LAND A8 ORSCRr660 It1 DISO__8K,SORONS,A161' 20 190Z IN vol. Aa2LAT PACS .6_22, i4iRA__,COUrtre OPPI 1. R. R;, OR110. WNW OP REM RUM OP C01,QIlAlr1Q 46.111411 r17:Mik Pi11�1149 COM RiON MANAfiblIC.NI, D 1038 Counrry Rd 323' :- RiUEE, CO 81650 Enterprise Gas Processing, LLC Marathon Gathering System- Development Plan Review for Right - of -Way Application Submittal Item Tab 6- Need for Proposed Action 9.07.04 (5) The proposed 16" and 20" pipelines will carry natural gas from well sources to the Enterprise Gas Processing, LLC Meeker Gas Plant in Rio Blanco, County, Colorado. The transportation of this natural gas via pipeline is a critical process in delivering gas to the market system as is needed to keep up with the natural gas production curve of the Marathon Oil Company natural gas gathering system. As per the Garfield County Zoning Resolution section 9.07.04, Enterprise Gas Processing, LLC is required to apply for a Development Plan Review for Right -of -Way because the proposed pipeline is "greater than 12" in diameter and over two miles in length of any pipeline more than 5 miles in length". The proposed pipeline exceeds the five mile length and maximum pipe diameter threshold. 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 rmit Neede Colorado Discharge Permit System cl 4'a o 0 0 N 06 a4 p, ai (.1 o a a `bG U 0 N Lea P Go N d va 0 N y 9' .o cs Q 4t 0Q � 'U U • 0) ,a 0 L1+ H cd Colorado Discharge Permit System 4) b 3 O z US Army Corp of Engineers .s4 wI w-, `� N 4 U U U 3 U a a a a a aU U U U U U ❑ ❑ a U ra4 P.4 P.4 a , 00000 Cr) Cr) (=). Ol l� 'I- I—II—lc-le-lc-len 0 0 0 0 0 0 .•.I•,c. USACE- Crossing List 00 Cp . O 0 0 O 4474 a) a) a„ 4 4 d a) O � z° Marathon Gathering System Garfield County Grading Permit Jackrabbit Compressor Station Garfield County Grading Permit NE x/a, NE 1/4, Section 33, T7S, R96W Sections 5&6, T8S, R96W .4i - a a to 0.0 .0 .d cl g 'b 00 O U el U •¢ C b a cdt cl L t-- 0 N USBLM License for use E occi g N � 0 '0 Q ,9 GQ a0 o 0 z o 0 U W � O . 7541 CLI i -I .rl Access Permit Garfield County GRS08-D-77 issued 07/28/08. Access Permit bo Gq g O M "d 'd cd cd O 0 G4 G4 .o O • 0 0 L U�""., w 73 73p STATE OF COLOPADO Bill Ritter, Jr., Governor Jaynes B. Martin, Executive Director Dedicated to protecting and improving the health and environment of the people of Colorado 4300 Cherry Creek Or. S. Denver, Colorado 80246-1530 Phone (303) 692-2000 TDD Line (303) 691-7700 Located in Glendale, Colorado http://www.cddhe.state.co.us October 24, 2008 Laboratory Services Division 8100 Lowry Blvd. Denver, Colorado 80230-6928 (303) 692-3090 Leonard W. Mallet, Sr VP Engr Enterprise Products Operating LLC, PO Box 4324 Houston, TX 77210 713/880-6595 RE: Final Permit, Colorado Discharge Permit System— Stormwater Certification No: COR -03D733 Piceance Basin Gathering System Garfield County Local Contact: Chris Cauthier, Field Env Engr 303/330-7951 Dear Sir or Madam: Colorado Department of Public Health and Environment Enclosed please find a copy of the permit and certification which have been issued to you under the Colorado Water Quality Control Act. Your Certification under the permit requires that specific actions be performed at designated times. You are legally obligated to comply with all terms and conditions of the permit. Please read the permit and certification. If you have any questions please visit our website at : www.cdphe.state.co.us/wq/permitsunit/stormwater or contact Matt Czahor at (303) 692-3517. Sincerely, (//)4 Kathryn Dolan Stormwater Program Coordinator Permits Unit WATER QUALITY CONTROL DIVISION xc: Regional Council of Governments Local County Health Department District Engineer, Technical Services, WQCD Permit File STATE OF COLORADO COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT WATER QUALITY CONTROL DIVISION TELEPHONE: (303) 692-3500 CERTIFICATION TO DISCHARGE UNDER CDPS GENERAL PERMIT COR -030000 STORMWATER DISCHARGES ASSOCIATED WITH CONSTRUCTION Certification Number COR03D733 This Certification to Discharge specifically authorizes: Enterprise Products Operating LLC LEGAL CONTACT: LOCAL CONTACT: Leonard W. Mallet, Sr VP Engr Chris Cauthier, Field Env Engr, Enterprise Products Operating LLC Phone # 303/330-7951 PO Box 4324 cagauthier@eprod.com Houston, TX 77210 Phone # 713/880-6595 lwmallet@eprod.com During the Construction Activity: Oil & Gas Production and/or Exploration - Pipeline ROW to discharge stormwater from the facility identified as Piceance Basin Gathering System which is located at: CR 215 & Parachute Creek Area , Co Latitude 39/31/10, Longitude 108/09/21 In Garfield County to: Parachute Creek -- Colorado River Anticipated Activity begins 05/18/2008 continuing through 12/31/2011 On 375 acres (375 acres disturbed) Certification is effective: 05/13/2008 Certification Expires: 06/30/2012 Annual Fee: $245.00 (DO NOT PAY NOW — A prorated bill will be sent shortly.) Page 1 of 22 STATE OF 2.0LORADO BA Piller. Jr., Governor Janes B. Marlin, Ekeculive Director Dedicated to protecting and improving the heath and environrr ent of the people of Colorado 4300 Cherry Creek Dr. 3. Laboratory Services Division Deriver, Colorado 80246-1530 8100 Lowry Bivd. Picone (303) 692-2000 Denver, Colorado 80230.6428 TAD Line (303) 691-7700 (303) 692-3090 Lo:ted in Glendale, Colorado http:/fwww.cdphe.state.co.us April 8, 2008 Brenda R. Linster, Larid &.Reg Advisor EnCana Oil & Gas (USA) Inc, 2717 CR 215 Ste 100 Parachute, CO 81635 720/876-3989 RE: Final Permit, Colorado Discharge Permit System -- Storniwater Certification No: COR -03D552 Colbran Pipeline Project Mesa & Garfield County Local Contact: Dustin Fursling, SW Inspector 970/270-5724 Dear Sir or Madam: Colorado Department of Pubic Health and Environment Enclosed please find a copy of the permit and certification which have been issued to you under the Colorado -Water Quality Control Act. Your Certification under the permit requires that specific actions be performed at designated times. 'You are legally obligated to comply with all terms and conditions of the permit. Please read the permit and certification_ If you have any questions please visit our website at : www.cdphc.state.co_us/wq/pennitsunit/stormwater or contact Matt Czahor at (303) 692-3517. Sincerely, Kathryn Dolan Stormwater Program Coordinator Permits Unit WATER QUALITY CONTROL DIVISION xc: Regional Council of Governments Local County Health Department District Engineer, Technical Services, WQCD Permit File STATE OF OLORADO COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT WATER QUALITY CONTROL DIVISION TELEPHONE: (343) 692-3500 CERTIFICATION TO DISCHARGE UNDER CDPS GENERAL PERMIT COR -030000 STORMWATER DISCHARGES ASSOCIATED WITH CONSTRUCTION Certification Number COR030552 This Certification to Discharge specifically authorizes: EnCana Oil & Gas (USA) Inc LEGAL CONTACT: Brenda R. Linster, Land & Reg Advisor EnCana Oil & Gas (USA) Inc 2717 CR 215 Ste 100 Parachute, CO 81635 Phone # 720/876-3989 brenda.linster@?a encana,com LOCAL CONTACT: Dustin Fursling, SW Inspector, Phone # 970/270-5724 dustin.forsiing@encana. coat During the Construction Activity: Oil & Gas Production and/or Exploration to discharge stormwater from the facility identified as Colbran Pipeline Project which is located at: 53112 Rd & V Rd (Map in file) , Co Latitude 39.295, Longitude 108.154 in Mesa & Garfield County to: =- Colorado River Anticipated Activity begins 07/01/2008 continuing through 12/31/2010 On 285 acres (285 acres disturbed) Certification is effective: 04/08/2008 Certification Expires: 06/30/2012 Annual Fee: $245.00 (DO NOT PAY NOW— A prorated bill will be sent shortly.) Page 1 of 22 Enterprise Productsm ENTERPRISE PRODUCTS PARTNERS L.P. ENTERPRISE PRODUCTS GP, LLC, GENERAL PARTNER ENTERPRISE PRODUCTS OPERATING LLC ENTERPRISE PRODUCTS QLPGP, INC., SOLE MANAGER October 20, 2008 Cody Deru Sr. Project Manager Denver — NGS 370 17th Street, Suite 3560 Denver, CO 80202 Re: Colorado Special Conditions Nationwide Permit 12 Mr. Deru: The Enterprise Products Operating LLC project meets the conditions described in the attached Nationwide 12 Permit and Colorado Special Conditions from the USAGE. According to Nationwide 12 Permit conditions, no Pre Construction Notification (PCN) is required for the start of work on the project. Please ensure that the work meets the conditions of the permit. If you have any questions calf me at (713) 803-5470. Sin. erely, C . yton A. Roesler Manager Environmental Permitting /Sri P.O. Sox 4324 Houston, Texas 77210-4324 713.880.65430 2727 North Loop Wast Houston, Texas 77008-1044 wWw.epplp.com U 5 Army Carps of Engineers Sacramento District Nationwide Permit Summary 33 CFR Part 330; Issuance of Nationwide Permits — March 19, 2007 includes corrections of May 8, 2007 12. Utility Line Activities, Activities required for the construction, maintenance, repair, and removal of utility lines and associated facilities in waters of the United States, provided the activity does not result in the loss of greater than 1/2 acre of waters of the United States. Utility lines: This NWP authorizes the construction, maintenance. or repair of utility lines, including outfall and intake structures, and the associated excavation, backfill, or bedding for the utility lines, in all waters of the United States, provided there is no change in pre -construction contours. A "utility line" is defined as any pipe or pipeline for the transportation of any gaseous, liquid, liquescent, or slurry substance, for any purpose, and any cable, line, or wire for the transmission for any purpose of electrical energy, telephone, and telegraph messages, and radio and television communication. The term "utility line" dues not include activities that drain a water of the United States, such as drainage tile or french drains, but it does apply to pipes conveying drainage from another area. Material resulting from trench excavation may be temporarily sidecast into waters of the United States for no more than three months, provided the material is not placed in such a manner that it is dispersed by currents or other forces. The district engineer may extend the period of temporary side casting for no more than a total of 180 days, where appropriate. U wetlands, the top 6 to 12 inches of the trench should normally be backfilled with topsoil from the trench. The trench cannot be constructed or backfilled in such a manner as to drain waters of the United States (e.g., backfilling with extensive gravel layers, creating a french drain effect). Any exposed slopes and stream banks must be stabilized immediately upon completion of the utility line crossing of each waterbody. Utility line substations: This NWP authorizes the construction, maintenance, or expansion of substation: facilities associated with a power line or utility line in non -tidal waters of the United States, provided the activity, in combination with all other activities included in one single and complete project, does not result in the loss of greater titan 1/2 acre of waters of the United States. This NWP does not authorize discharges into non -tidal wetlands adjacent to tidal waters of the United States to construct, maintain, or expand substation facilities. Foundations for overhead utility line towers, poles, and anchors: This NWP authorizes the construction or maintenance of foundations for overhead utility line towers, poles, and anchors in all waters of the United States, provided the foundations are the minimum size necessary and separate footings for each tower leg (rather than a larger single pad) are used where feasible. Access roads: This NWP authorizes the construction of access roads for the construction and maintenance of utility lines, including overhead power lines and utility line substations, in non -tidal waters of the United States, provided the total discharge from a single and complete project does not cause the loss of greater than 1f2 -acre of non -tidal waters of the United States. This NWP does not authorize discharges into non -tidal wetlands adjacent to tidal waters for access roads. Access roads must be the minimum width necessary (see Note 2, below). Access roads must be constructed so that the length of the road minimizes any adverse effects on waters of the United States and must be as near as possible to pre -construction contours and elevations (e.g., at grade corduroy roads or geotextile/gravel roads). Access roads constructed above pre -construction contours and elevations in waters of the United States must be properly bridged or culverted to maintain surface flows. This NWP may authorize utility lines in or affecting navigable waters of the United States even if there is no associated discharge of dredged or fill material (See 33 CFR Part 322). Overhead utility lines constructed over section 10 waters and utility lines that are routed in or under section 10 waters without a discharge of dredged or till material require a section 10 permit. This NWP also authorizes temporary- structures, tills, and work necessary to conduct the utility line activity. Appropriate measures must be taken to maintain normal downstream flows and minimize flooding to the maximum extent practicable, when temporary structures, work, and discharges, including cofferdams, are necessary for construction activities, access fills, or dewatering of construction sites. Temporary fills must consist of materials, and be placed in a manner, that will not be eroded by expected high flows. Temporary fills must be removed in their entirety and the affected areas returned to pre -construction elevations. The areas affected by temporary fills must be revegetated, as appropriate. Notification: The permittee must submit a pre -construction notification to the district engineer prior to commencing the activity if any of the following criteria are met: (1) the activity involves mechanized land clearing in a forested wetland for the utility line right-of-way; (2) a section 10 permit is required; (3) the utility line in waters of the United States, excluding overhead lines, exceeds 500 feet; (4) the utility line is placed within a jurisdictional area (i,e., water of the United States), and it runs parallelto a stream bed that is within that jurisdictional area; (5) discharges that result in the lass of greater than 1/10 -acre of waters of the United States; (6) permanent access roads are constructed above grade in waters of the United States for a distance of more than 500 feet; or (7) permanent access roads are constructed in waters of the United States with impervious materials. (See general condition 27.) (Sections 10 and 404) Note 1: Where the proposed utiiity line is constructed or installed in navigable waters of the United States (i.e.. section 10 waters), copies of the pre -construction notification and NWP verification will be sent by the Corps to the National Oceanic and Atmospheric Administration (NOAA), National Ocean Service (NOS), for charting the utility line to protect navigation. Note Z: Access roads used for both construction and maintenance may be authorized, provided they meet the terms and conditions of this NWP. Access roads used solely for construction of the utility line must be removed upon completion of the work, accordancewith the requirements for temporary tilts. Nationwide 12 Permit Sammmy Note 3: Pipes or pipelines used to transport gaseous, liquid, liquescent, or slurry substances over navigable waters of the United States are considered to be bridges, not utility lines, and may require a permit from the U.S. Coast Guard pursuant to Section 9 of the Rivers and Harbors Act of 1899. However, any discharges of dredged or fill material into waters of the United States associated with such pipelines will require a section 404 permit (see NWP 15) A. Nationwide Permit General Conditions Note: To qualify for NWP authorization, the prospective permittee must comply with the following general conditions, as appropriate, in addition to any regional or case -specific conditions imposed by the division engineer or district engineer. Prospective permittees should contact the appropriate Corps district office to determine if regional conditions have been imposed on an NWP. Prospective permittees should also contact the appropriate Cotps district office to determine the status of Clean Water Act Section 401 water quality certification and/or Coastal Zone Management Act consistency for an NWP. 0 1. Navigation. ❑ (a) No activity may cause more than a minimal adverse effect on navigation. o (b) Any safety lights and signals prescribed by the U.S, Coast Guard, through regulations or otherwise, must be installed and maintained at the permittee's expense on authorized facilities in navigable waters of the United States. ❑ (c) The permittee understands and agrees that, if future operations by the United States require the removal, relocation, or other alteration, of the structure or work herein authorized, or if. in the opinion of the Secretary of the Army or his authorized representative, said structure or work shall cause unreasonable obstruction to the free navigation of the navigable waters, the permittee will be required, upon due notice from the Corps of Engineers, to remove, relocate, or alter the structural work or obstructions caused thereby, without expense to the United States. No claim shall be made against the United States on account of any such removal or alteration. O 2. Aquatic Life Movements. No activity may substantially disrupt the necessary life cycle movements of those species of aquatic life indigenous to the waterbody, including those species that normally migrate through the area, unless the activity's primary purpose is to impound water. Culverts placed in streams must be installed to maintain low flow conditions. O 3 Spawning Areas. Activities in spawning areas during spawning seasons must be avoided to the maximum extent practicable. Activities that result in the physical destruction (e.g., through excavation, fill, or downstream smothering by substantial turbidity) of an important spawning area are not authorized. ❑ 4. Migratory Bird Breeding Areas. Activities in waters of the United States that serve as breeding areas for migratory birds must be avoided to the maximum extent practicable. Page 2 ❑ 5. Shellfish Beds. No activity may occur in areas of concentrated shellfish populations, unless the activity is directly related to a shellfish harvesting activity authorized by NWPs 4 and 48. ❑ 6. Suitable Material. No activity may use unsuitable material (e.g., trash, debris, car bodies, asphalt, etc.). Material used for construction or discharged must be free from toxic pollutants in toxic amounts (see Section 307 of the Clean Water Act), O 7. Water Supply Intakes. No activity may occur in the proximity of a public water supply intake. except where the activity is for the repair or improvement of public water supply intake structures or adjacent bank stabilization. O 8. Adverse Effects From Impoundments. If the activity creates an impoundment of water, adverse effects to the aquatic system due to accelerating the passage of water, and/or restricting its flow must be minimized to the maximum extent practicable. O 9. Management of Water Flows. To the maximum extent practicable, the pre -construction course, condition, capacity, and location of open waters must be maintained for each activity, including stream channelization and storm water management activities, except as provided below. The activity must be constructed to withstand expected high flaws. The activity must not restrict or impede the passage of normal or high flows, unless the primary purpose of the activity is to impound water or manage high flows. The activity may alter the pre -construction course, condition, capacity, and location of open waters if it benefits the aquatic environment (e.g., stream restoration or relocation activities). O 10. Fills Within 100 -Year Floodplains. The activity must comply with applicable FEMA -approved state or local floodplain management requirements. O 11. Equipment. Heavy equipment working in wetlands or mudflats must be placed on mats, or other measures trust be taken to minimize soil disturbance. ❑ 12. Soil Erosion and Sediment Controls. Appropriate soil erosion and sediment controls must be used and maintained in effective operating condition during construction, and all exposed soil and other fills, as well as any work below the ordinary high water mark or high tide line, must be permanently stabilized at the earliest practicable date. permittees are. encouraged to perform work within waters of the United States during periods of low --flow or no -flow. ❑ 13. Removal of Temporary Fills. Temporary fills must he removed in their entirety and the affected areas returned to pre - construction elevations. The affected areas must be revegetated, as appropriate. ❑ 14. Proper Maintenance. Any authorized structure or till shall be properly maintained, including maintenance to ensure public safety. ❑ 15. Wild and Scenic Rivers. No activity may occur in a component of the National Wild and Scenic River System, or in a river officially designated by Congress as a "study river" for possible inclusion in the system while the river is in an. official study status, unless the appropriate Federal agency with direct management responsibility for such river, has determined in Nationwide 12 Permit Summary writing that the proposed activity will not adversely affect the Wild and Scenic River designation or study status. Information on Wild and Scenic Rivers may be obtained from the appropriate Federal land management agency in the area (e.g., National Park Service, U.S. Forest Service, Bureau of Land Management, U.S. Fish and Wildlife Service), ❑ 16. Tribal Rights. No activity or its operation may impair reserved tribal rights, including, but not limited to, reserved water rights and treaty fishing and hunting rights. ❑ 17. Endangered Species. ❑ (a) No activity is authorized under any NWP which is likely to jeopardize the continued existence of a threatened or endangered species or a species proposed for such designation, as identified under the Federal Endangered Species Act (ESA), or which will destroy or adversely modify the critical habitat of such species. No activity is authorized under any NWP which "may affect" a listed species or critical habitat, unless Section 7 consultation addressing the effects of the proposed activity has been completed. ❑ (b) Federal agencies should follow their own procedures for complying with the requirements of the ESA. Federal permittees must provide the district engineer with the appropriate documentation to demonstrate compliance with those requirements. ❑ (c) Non-federal permittees shall notify the district engineer if any listed species or designated critical habitat might be affected or is in the vicinity of the project, or if the project is located in designated critical habitat, and shall not begin work on the activity until notified by the district engineer that the requirements of the ESA have been satisfied and that the activity is authorized. For activities that might affect Federally -listed endangered or threatened species or designated critical habitat, the pre -construction notification must include the name(s) of the endangered or threatened species that may be affected by the proposed work or that utilize the designated critical habitat that may be affected by the proposed work. The district engineer will determine whether the proposed activity "may affect" or will have "no effect" to listed species and designated critical habitat and will notify the non -Federal applicant of the Corps' determination within 45 days of receipt of a complete pre - construction notification. In cases where the non -Federal applicant has identified listed species or critical habitat that might be affected or is in the vicinity of the project, and has so notified the Corps, the applicant shall not begin work until the Corps has provided notification the proposed activities will have "no effect" on listed species or critical habitat, or until Section 7 consultation has been completed. ❑ .(d) As a result of formal or informal consultation with the FV,'S or NMFS the district engineer may add species-specific regional endangered species conditions to the NWPs. ❑ (e) Authorization of an activity by a NWP does not authorize the "take" of a threatened or endangered species as defined under the ESA. In the absence of Page 3 separate authorization (e.g., an ESA Section 10 Permit, a Biological Opinion with "incidental take" provisions, etc.) from the U.S. FWS or the NMFS, both lethal and non- lethal "takes" of protected species are in violation of the ESA. Information on the location of threatened and endangered species and their critical habitat can be obtained directly from the offices of the U.S. FWS and NMFS or their world wide Web pages at http:f/www,ftvs.gov/ and http://www.noaa.ebvffisheries.html respectively. 0 18. Historic Properties. ❑ (a) In cases where the district engineer determines that the activity may affect properties listed, or eligible for listing, in the National Register of Historic Places, the activity is not authorized, until the requirements of Section 106 of the National Historic Preservation Act (NHPA) have been satisfied. ❑ (b) Federal permittees should follow their own procedures for complying with the requirements of Section 106 of the National Historic Preservation Act. Federal permittees must provide the district engineer with the appropriate documentation to demonstrate compliance with those requirements. ❑ (c) Non-federal permittees must submit a pre - construction notification to the district engineer if the authorized activity may have the potential to cause effects to any historic properties listed, determined to be eligible for listing on, or potentially eligible for listing on the National Register of Historic Places, including previously unidentified properties. For such activities, the pre - construction notification must state which historic properties may be affected by the proposed work.or include a vicinity map indicating the location of the historic properties or the potential for the presence of historic properties. Assistance regarding information on the location of or potential for the presence of historic resources can be sought from the State Historic Preservation Officer or Tribal Historic Preservation Officer, as appropriate, and the National Register of Historic Places (see 33 CFR 330.4(g)). The district engineer shall make a reasonable and good faith effort to carry out appropriate identification efforts, which may include background research, consultation, oral history interviews, sample field investigation, and field survey. Based on the information submitted and these efforts, the district engineer shall determine whether the proposed activity has the potential to cause an effect on the historic properties. Where the non -Federal applicant has identified historic properties which the activity may have the potential to cause effects and so notified the Corps,,the non -Federal applicant shall not begin the activity until notified by the district engineer either that the activity has no potential to cause effects or that consultation under Section 106 of the NHPA has been completed. • (d) The district enginec-r will notify the prospective permittee within 45 days of receipt of a complete pre -construction notification whether NHPA Section 1(16 consultation is required. Section 106 consultation is not required when the Corps determines that the activity does not have the potential to cause Nationwide 12 Permit Summary effects on historic properties (see 36 CFR §800.3(a)). If NHPA section 1.06 consultation is required and will occur, the district engineer will notify the non -Federal applicant that he or she cannot begin work until Section 106 consultation is completed. 0 (e) Prospective permittees should be aware that section 110k of the NHPA (16 U.S.C. 470h -2(k)) prevents the Corps from granting a permit or other assistance to an applicantwho, with intent to avoid the requirements of Section 106 of the NHPA, has intentionally significantly adversely affected a historic property to which the permit would relate, or having legal power to prevent it, allowed such significant adverse effect to occur, unless the Corps, after consultation with the Advisory Council on Historic Preservation (ACNP), determines that circumstances justify granting such assistance despite the adverse effect created or permitted by the applicant. If circumstances justify granting the assistance, the Corps is required to notify the ACHP and provide documentation specifying the circumstances, explaining the degree of damage to the integrity of any historic properties affected, and proposed mitigation. This documentation must include any views obtained from the applicant, SHPOiTI-IPO, appropriate Indian tribes if the undertaking occurs on or affects historic properties on tribal lands or affects properties of interest to those tribes, and other parties known to have a legitimate interest in the impacts to the permitted activity on historic properties. 0 19. Designated Critical Resource Waters. Critical resource waters include, NOAA-designated marine sanctuaries, [National Estuarine Research Reserves, state natural heritage sites, and outstanding national resource waters or other waters officially designated by a state as having particular environmental or ecological significance and identified by the district engineer after notice and opportunity tbr public comment. The district engineer may also designate additional critical resource waters after notice and opportunity for comment. 0 (a) Discharges of dredged or till material into waters of the United States are not authorized by NWPs 7, 12, 14, 16, 17, 21, 29, 31, 35, 39.40, 42, 43, 44, 49, and 50 for any activity within, or directly affecting, critical resource waters, including wetlands adjacent to such waters. ❑ (b) For NWPs 3, 8, 10, 13, 15. 18, 19, 22, 23, 25, 27, 28, 30, 33, 34, 36, 37, and 38, notification is required in accordance with general condition 27, for any activity proposed in the designated critical resource waters inciud.ing wetlands adjacent to those waters. The district engineer may authorize activities under these NWPs only after if is determined that the impacts to the critical resource waters will be no more than minimal. 0 20 Mitigation. The district engineer will consider the following factors when determining appropriate and practicable mitigation necessary to ensure that adverse effects on the aquatic environment are minimal: ❑ (a) The activity must be designed and constructed to avoid and minimize adverse etTects, both temporary and permanent, to waters of the United Staters Page 4 to the maximum extent practicable at the project site (i.e., on site). ❑ (b) Mitigation in all its forms (avoiding, minimizing, rectifying, reducing, or compensating) will be required to the extent necessary to ensure that the adverse effects to the aquatic environment are minimal. 0 (c) Compensatory mitigation at a minimum one-for-one ratio will be required for all wetland losses that exceed 1/10 acre and require pre -construction notification, unless the district engineer determines in writing that some other form of mitigation would be more environmentally appropriate and provides a project - specific waiver of this requirement. For wetland losses of 1/10 acre or less that require pre -construction notification, the district engineer may determine on a case-by-case basis that compensatory mitigation is required to ensure that the activity results in minimal adverse effects on the aquatic environment. Since the likelihood of success is greater and the impacts to potentially valuable uplands are reduced, wetland restoration should be the first compensatory mitigation option considered. ❑ (d) For tosses of streams or other open waters that require pre -construction notification, the district engineer may require compensatory mitigation, such as stream restoration, to ensure that the activity results in minimal adverse effects on the aquatic environment. ❑ (e) Compensatory mitigation will not be used to increase the acreage losses allowed by the acreage limits of the NWPs. For example, if an INWP has an acreage limit of 1/2 acre, it cannot be used to authorize any project resulting in the loss of greater than 1/2 acre of waters of the United States, even if compensatory mitigation is provided that replaces or restores some of the lost waters. However, compensatory mitigation can and should be used, as necessary, to ensure that a project already meeting the established acreage limits also satisfies the minimal impact requirement associated with the NWPs. ❑ (t) Compensatory mitigation plans for projects in or near streams or other open waters will normally include a requirement for the establishment; maintenance, and legal protection (e.g., conservation easements) of riparian areas next to open waters. In some cases, riparian areas may be the only compensatory mitigation required. Riparian area.; should consist of native species. The width of the required riparian area will address documented water quality or aquatic habitat loss concerns. Normally, the riparian area will be 25 to 50 feet wide on each side of the stream, but the district engineer may require slightly wider riparian areas to address documented water quality orhabitat loss concerns. Where both wetlands and open waters exist on the project site, the district engineer will determine the appropriate compensatory mitigation (e.g., riparian areas and/or wetlands compensation) based on what is hest for the aquatic environment on a watershed basis. In cases where riparian areas are determined to be the most appropriate form of compensatory mitigation, the district engineer may waive or reduce the requirement to provide wetland compensatory mitigation for wetland losses. Natioisuide 12 Permit Summary ❑ (g) Permittees may propose the use of mitigation banks, in -lieu fee arrangements or separate activity -specific compensatory mitigation, In all cases, the mitigation provisions will specify the party responsible for accomplishing and/or complying with the mitigation plan. ❑ (h) Where certain functions and services of waters of the United States are permanently adversely affected, such as the conversion of a forested or scrub - shrub wetland to a herbaceous wetland in a permanently maintained utility lute right-of-way, mitigation may be required to reduce the adverse effects of the project to the ininimal level, ❑ 21. Water Quality. Where States and authorized Tribes, or EPA where applicable, have not previously certified compliance of an IsTW-P with CWA Section 401, individual 401 Water Quality Certification must be obtained or waived (see 33 CFR 330.4(c)). The district engineer or State or Tribe may require additional water quality management measures to ensure that the authorized activity does not result in more than minimal degradation of water quality. ❑ 22. Coastal Zone Management. In coastal states where an NWP has not previously received a state coastal zone management consistency concurrence, an individual state coastal zone management consistency concurrence must be obtained, or a presumption of concurrence must occur (see 33 CFR 330.4(d)). The district engineer or a State may require additional measures to ensure that the authorized activity is consistent with state coastal zone management requirements. ❑ 23. Regional and Case -By -Case Conditions. The activity must comply with any regional conditions that may have been added by the Division Engineer (see 33 CFR 330.4(e)) and with. any ease specific conditions added by the Corps or by the state, Indian Tribe, or U.S. EPA in its section 401 Water Quality Certification, or by the state in its Coastal Zone Management Act consistency determination, ❑ 24. Use of Multiple Nationwide Permits. The use of more than one NWP for a single and complete project is prohibited, except when the acreage loss of waters of the United States authorized by the NWPs does not exceed the acreage limit of the NWP with the highest specified acreage limit. For example, if a road crossing over tidal waters is constructed under NWP 14, with associated bank stabilization authorized by NWP 13, the maximum acreageloss of waters of the United States for the total project cannot exceed 1/3 -acre. ❑ 25. Transfer of Nationwide Permit Verifications. If the permittee sells the property associated with a nationwide permit verification, the permittee may transfer the nationwide permit verification to the new owner by submitting a letter to the appropriate Corps district office to validate the transfer, A copy of the nationwide permit verification must be attached to the letter, and the letter must contain the following statement and signature: "When the structures or work authorized by this nationwide permit are still in existence at the time the property is transferred, the terms and conditions of this nationwide permit: including tiny special conditions, will continue to be binding on the new owner(s) of the Page 5 property. To validate the transfer of this nationwide permit and the associated liabilities associated with compliance with its terms and conditions, have the transferee sign and date below." (Transferee) (Date) ❑ 26. Compliance Certification. Each permittee who received an NWP verification from the Corps must submit a signed certification regarding the completed work and any required mitigation. The certification form must be forwarded by the Corps with the NWP verification letter and will include: ❑ (a) A statement that the authorized work was done in accordance with the NWP authorization, including any general or specific conditions; ❑ (b) A statement that any required mitigation was completed in accordance with the permit conditions; and ❑ (c) The signature of the permittee certifying the completion of the work and mitigation. ❑ 27. Pre -Construction Notification. O (a) Timing.. Where required by the terms of the NWP, the prospective permittee must notify the district engineer by submitting a pre -construction notification (PCN) as early as possible. The district engineer must determine if the PCN is complete within 30 calendar days of the date of receipt and, as a general rule, will request additional information necessary to make the PCN complete only once. However, if the prospective permittee does not provide all of the requested information, then the district engineer will notify the prospective permittee that the PCN is still incomplete and the PCN review process will not commence until all of the requested information has been received by the district engineer, The prospective permittee shall not begin the activity until either: ❑ (1) He or she is notified in writing by the district engineer that the activity may proceed under the NWP with any special conditions imposed by the district or division engineer; or ❑ (2) Forty-five calendar days have passed from the district engineer's receipt of the complete PCN and the prospective permittee has nor received written notice from the district or division engineer. However, if the permittee was required to notify the Corps pursuant to general condition 17 that listed species or critical habitat might affected or in rhe vicinity of the project, or to notify the Corps pursuant to general condition Ig that the activity may have the potential to cause effects to historic properties, the permittee cannot begin the activity until receiving written notification from the Corps that is "no effect" on listed species or no potential to cause effects" on historic properties, or rhat any consultation required under Section 7 of the Endangered Species Act (see Nationwide 12. Permit Summary 33 CFR 330.4(f)) and/or Section 106 of the National Historic Preservation (see 33 CFR 330.4(g)) is completed. Also, work cannot begin under NWPs 2 1, 49, or 50 until the permittee has received written approval from the Corps. If the proposed activity requires a written waiver to exceed specified limits of an NWP, the permittee cannot begin the activity until the district engineer issues the waiver. If the district or division engineer notifies the permittee in writing that an individual permit is required within 45 calendar days of receipt of a complete PCN, the permittee cannot begin the activity until an individual permit has been obtained. Subsequently, the permittee's right to proceed under the NWP may be modified, suspended, or revoked only in accordance with the procedure set Forth in 33 CFR 330.5(d)(2). ❑ (b) Contents of Pre -Construction Notification: The PCN must be in writing and include the following information: ❑ (1) Name, address and telephone numbers of the prospective permittee; ❑ (2) Location of the proposed project; ❑ (3) A description of the proposed project; the project's purpose; direct and indirect adverse environmental effects the project would cause; any other NWP(s), regional general permit(s), or individual permit(s) used or intended to be used to authorize any part of the proposed project or any related activity. The description should be sufficiently detailed to allow the district engineer to determine that the adverse effects of the project will be minimal and to determine the need for compensatory mitigation. Sketches should be provided when necessary to show that the activity complies with the terms of the NWT. (Sketches usually clarify the project and when provided result in a quicker decision.); ❑ (4) The PCN must include a delineation of special aquatic sites and other waters of the United States on the project site. Wetland delineations must be prepared in accordance with the current method required by the Corps. The permittee may ask the Corps to delineate the special aquatic sites and other waters of the United States, but there may be a delay if the Corps does the delineation, especially if the project site is large or contains many waters of the United States. Furthermore. the 45 day period will not start until the delineation has been submitted to or completed by the Corps, where appropriate; ❑ (5) If the proposed activity will result in the loss of greater than 1110 acre of wetlands and a PCN is required, the prospective permittee must submit a statement describing how the mitigation requirement will he satisfied. As an alternative, the prospective permittee may submit a conceptual or detailed mitigation plan. 0 (6) If any listed species or designated critical habitat might be affected or is in the vicinity Page 6 of the project, or if the project is located in designated critical habitat, for non -Federal applicants the PCN must include the name(s) of those endangered or threatened species that might be affected by the proposed work or utilize the designated critical habitat that may be affected by the proposed work. Federal applicants must provide documentation demonstrating compliance with the Endangered Species Act; and 0 (7) For an activity that may affect a historic property listed on, determined to be eligible for listing on, or potentially eligible for listing on, the National Register of Historic Places, for non -Federal applicants the PCN must state which historic property may be affected by the proposed work or include a vicinity map indicating the location of the historic property. Federal applicants must provide documentation demonstrating compliance with Section 106 of the National Historic Preservation Act. ❑ (c) Form of Pre -Construction Notification: The standard individual permit application form (Form ENG 4345) may be used, but the completed application form must clearly indicate that it is a PCN and must include all of the information required in paragraphs (b)(I) through (7) of this general condition. A letter containing the required information may also be used. ❑ (d) Agency Coordination: ❑ (1) The district engineer will consider any comments from Federal and state agencies concerning the proposed activity's compliance with the terms and conditions of the NWPs and the need for mitigation to reduce the project's adverse enviironmentaI effects to a minimal level. ❑ (2) For all NWP 48 activities requiring pre - construction notification and for other NWP activities requiring pre -construction notification to the district engineer that result in the loss of greater than I/2 -acre of waters of the United States, the district engineer will immediately provide (e.g., via facsimile transmission, overnight mail, or other expeditious manner) a copy of the PCN to the appropriate Federal or state offices (U.S. FWS, state natural resource or water quality agency, EPA, State Historic Preservation Officer (SHPO) or Tribal Historic Preservation Office (THPO), and, if appropriate, the NMFS). With the exception of NWP 37, these agencies will then have 10 calendar days from the date the material is transmitted to telephone or fax the district engineer notice that they intend to provide substantive, site-specific comments. If so contacted by an agency, the district engineer will wait an additional 15 calendar days before making a decision on the pre -construction notification. The district engineer will fully consider agency comments received within the specified time frame, but will provide no response to the resource agency, except as provided below. The district engineer will indicate in the administrative record associated with each pre - construction notification that the resource agencies' Nationwide 12 Perini( Sl=mntaiy concerns were considered. For NWP 37, the emergency watershed protection and rehabilitation activity may proceed immediately in cases where there is an unacceptable hazard to life or a significant loss of property or economic hardship wilt occur. The district engineer will consider any comments received to decide whether the NWP 37 authorization should be modified, suspended, or revoked in accordance with the procedures at 33 CFR 3305. ❑ (3) In cases of where the prospective permittee is not a Federal agency, the district engineer will provide a response to NMFS within 30 calendar days of receipt of any Essential Fish Habitat conservation recommendations, as required by Section 305(b)(4)(B) of the Magnuson -Stevens Fishery Conservation and Management Act. ❑ (4) Applicants are encouraged to provide the Corps multiple copies of pre -construction notifications to expedite agency coordination. O (5) For NWP 48 activities that require reporting, the district engineer will provide a copy of each report within 10 calendar days of receipt to the appropriate regional office of the NMFS. 0 (e) In reviewing the PCN for the proposed activity, the district engineer will determine whether the activity authorized by the NWP will result in more than minimal individual or cumulative adverse environmental effects or may be contrary to the public interest. If the proposed activity requires a PCN and will result in a toss of greater than 1/10 acre of wetlands, the prospective permitteeshould submit a mitigation proposal with the PCN. Applicants may also propose compensatory mitigation for projects with smaller impacts. The district engineer will consider any proposed compensatory mitigation the applicant has included in the proposal in determining whether the net adverse environmental effects to the aquatic environment of the proposed work are minimal. The compensatory mitigation proposal may be either conceptual or detailed. If the district engineer determines that the activity complies with the terms and conditions of the IMP and that the adverse effects on the aquatic environment are minimal, after considering mitigation, the district engineer will notify the permittee and include any conditions the district engineer deems necessary. The district engineer must approve any compensatory mitigation proposal before the permittee commences work. If the prospective permittee elects to submit a compensatory mitigation plan with the PCN, the district engineer will expeditiously review the proposed compensatory mitigation plan. The district engineer must review the plan within 45 calendar days of receiving a complete PCN and determine whether the proposed mitigation would ensure no more than minimal adverse effects on the aquatic environment. If the net adverse effects of the project on the aquatic environment (after consideration of the compensatory mitigation proposal) are determined by the district engineer to be minimal, the district engineer will provide a timely written response to the applicant. The response will state that the project can proceed under the terms and conditions of the NWP. Page 7 If the district engineer determines that the adverse effects of the proposed work are more than minimal, then the district engineer will notify the applicant either: (1) That the project does not qualify for authorization under the NWP and instruct the applicant on the procedures to seek authorization under an individual permit; (2) that the project is authorized under the NWP subject to the applicant's submission of a mitigation plan that would reduce the adverse effects on the aquatic environment to the minimal level: or (3) that the project is authorized under the NWP with specific modifications or conditions. Where the district engineer determines that mitigation is required to ensure no more than minimal adverse effects occur to the aquatic environment, the activity will be authorized within the 45 -day PCN period. The authorization will include the necessary conceptual or specific mitigation or a requirement that the applicant submit a mitigation plan that would reduce the adverse effects on the aquatic environment to the minimal level. When mitigation is required, no work in waters of the United States may occur until the district engineer has approved a specific mitigation plan. 0 (a) 2S. Single and Complete Project. The activity must be a single and complete project. The same NWP cannot be used more than once for the same single and complete project. B. Regional Conditions: (None at this time, will be available May 2007.) C. Further information 1. District Engineers have authority to determine if an activity complies with the terms and conditions of an NWP. 2. NWPs do not obviate the need to obtain other federal, state, or focal permits, approvals, or authorizations required by law. 3. NWPs do not grant any property rights or exclusive privileges. 4. NWPs do not authorize any injury to the property or rights of others. 5. NWPs do riot authorize interference with any existing or proposed Federal project. D. Definitions Best management practices (BMPs): Policies, practices, procedures, or structures implemented to mitigate the adverse environmental effects on surface water quality resulting from. development. BMPs are categorized as structural or non- structural. Compensatory mitigation: The restoration. establishment (creation), enhancement, or preservation of aquatic resources for the purpose of compensating for unavoidable adverse impacts which remain after all appropriate and practicable avoidance and minimization has been achieved. Currently serviceable: Useable as is or with some maintenance, but not so degraded as to essentially require reconstruction. Discharge: The term "discharge" means any discharge of dredged or fill material. Enhancement: The manipulation of the physical, chemical, or biological characteristics of an aquatic resource to heighten, Nationwide 12 Permit Summary intensify, or improve a specific aquatic resource function(s). Enhancement results in the gain of selected aquatic resource function(s), but may also lead to a decline in other aquatic resource function(s). Enhancement does not result in a gain in aquatic resource area, Ephemeral stream: An ephemeral stream has flowing water only during, and for a short duration after, precipitation events in a typical year. Ephemeral stream beds are located above the water table year-round. Groundwater is not a source of water for the stream. Runoff from rainfall is the primary source of water for stream flow. Establishment (creation): The manipulation of the physical, chemical, or biological characteristics present to develop an aquatic resource that did not previously exist at an upland site. Establishment results in a gain in aquatic resource area, Historic Property: Any prehistoric or historic district, site (including archaeological site), building, structure, or other object included in, or eligible for inclusion in, the National Register of Historic Places maintained by the Secretary of the Interior. This term includes artifacts, records, and remains that are related to and located within such properties. The tern includes properties of traditional religious and cultural importance to an Indian tribe or Native Hawaiian organization and that meet the National Register criteria (36 CFR part 60). Independent utility: A test to determine what constitutes a single and complete project in the Corps regulatory program, A project is considered to have independent utility if it would be constructed absent the construction of other projects in the project area, Portions of a multi -phase project that depend upon other phases of the project do not have independent utility. Phases of a project that would be constructed even if the other phases were not built can be considered as separate single and complete projects with independent utility. Intermittent stream: An intermittent stream has flowing water during certain times of the year, when groundwater provides water for stream flow. During dry periods, intermittent streams may not have flowing water. Runoff from rainfall is a supplemental source of water for stream flow. Loss of waters of the United States: Waters of the United States that are permanently adversely affected by filling, flooding, excavation; or drainage because of the regulated activity. Permanent adverse effects include permanent discharges of dredged or fill materia! that change an aquatic area to dry land, increase the bottomelevation of a waterbody, or change the use of a waterbody. The acreage Of loss of waters of the United States is a threshold measurement of the impact to jurisdictional waters for determining whether a project may qualify for an NWP: it is not a net threshold that is calculated after considering compensatory mitigation that may be used to offset losses of aquatic functions and services. The loss of stream bed includes the linear feet of stream bed that is filled or excavated. Waters of the United States temporarily filled, flooded. excavated. or drained, but restored to pre -construction contours and elevations after construction. are not included in the measurement of loss of waters of the United States. Impacts resulting from activities eligible for exemptions under Section 404(fl of the Clean Water Act are not considered when calculating the loss of waters of the United States, Page 8 Non -tidal wetland: A non -tidal wetland is a wetland that is not subject to the ebb and flow of tidal waters. The definition of a wetland can be found at 33 CFR 328.3(b). Non -tidal wetlands contiguous to tidal waters are located landward of the high tide line (i.e., spring high tide line). Open water: For purposes of the NWPs, an open water is any area that in a year with normal patterns of precipitation has water flowing or standing above ground to the extent that an ordinary high water mark can be determined. Aquatic vegetation within the area of standing or flowing water is either non -emergent, sparse, or absent. Vegetated shallows are considered to be Open waters. Examples of "open waters" include rivers, streams, lakes, and ponds. Ordinary High Water Mark: An ordinary high water mark is a line on the shore established by the fluctuations of water and indicated by physical characteristics, or by other appropriate means that consider the characteristics of the surrounding areas (see 33 CFR 328.3(e)). Perennial stream: A perennial stream has flowing water year- round during a typical year. The water table is located above the stream bed for most of the year. Groundwater is the primary source of water for stream flow. Runoff from rainfall is a supplemental source of water for stream Clow. Practicable; Available and capable of being done after taking into consideration cost, existing technology, and logistics in light of overall project purposes. Pre -construction notification: A request submitted by the project proponent to the Corps for confirmation that a particular activity is authorized by nationwide permit. The request may be a permit application, letter, or similar document that includes information about the proposed work and its anticipated environmental effects. Pre -construction notification may be required by the terms and conditions of a nationwide permit, or by regional conditions. A pre -construction notification may be voluntarily submitted in cases where pre -construction notification is not requiredand the project proponent wants confirmation that the activity is authorized by nationwide permit. Preservation: The removal of a threat to, or preventing the decline of, aquatic resources by an action in or near those aquatic resources. This term includes activities commonly associated with the protection and maintenance of aquatic resources through the implementation of appropriate legal and physical mechanisms. Preservation does not result in a gain of aquatic resource area or functions. Re-establishment: The manipulation of the physical, chemical, or biological characteristics of a site with the goal of returning naturaUhistoric functions to a former aquatic resource. Re- establishment results in rebuilding a former aquatic resource and results in a gain in aquatic resource area. Rehabilitation: The manipulation of the physical. chemical, or biological characteristics of a site with the goal of repairing natural/historic functions to a degraded aquatic resource. Rehabilitation results in a gain in aquatic resource function, but does not result in a gain in aquatic resource area. Restoration: The inanipulation of the physical. chemical, or biological characteristics ofa site with the goal of returning natural/historic functions to a former or degraded aquatic Nationwide 12 Permit Summary resource. For the purpose of tracking net gains in aquatic resource area, restoration is divided into two categories: re- establishment and rehabilitation. Riffle and pool complex: Riffle and pool complexes are special aquatic sites under the 404(b)(l) Guidelines. Riffle and pool complexes sometimes characterize steep gradient sections of streams. Such stream sections are recognizable by their hydraulic characteristics. The rapid movement of water over a course substrate in riffles results in a rough flow, a turbulent surface, and high dissolved oxygen levels in the water. Pools are deeper areas associated with riffles. A slower stream velocity, a streaming flow, a smooth surface, and a finer substrate characterize pools. Riparian areas: Riparian areas are lands adjacent to streams, lakes, and estuarine -marine shorelines. Riparian areas are transitional between terrestrial and aquatic ecosystems, through which surface and subsurface hydrology connects waterbodies with their adjacent uplands. Riparian areas provide a variety of ecological functions and services and help improve or maintain local water quality. (See general condition 20.) Shellfish seeding: The placement of shellfish seed and/or suitable substrate to increase shellfish production. Shellfish seed consists of immature individual shellfish or individual shellfish attached to shells or shell fragments (Le., spat on shell). Suitable substrate may consist of shellfish shells, shell fragments, or other appropriate materials placed into waters for shellfish. habitat. Single and complete project: The term "single and complete project" is defined at 33 CFR 330.2(i) as the total project proposed or accomplished by one owner/developer or partnership or other association of owners/developers. A single and complete project must have independent utility (see definition). For linear projects, a "single and complete project" is all crossings of a single water of the United States (i.e., a single waterbody) at a specific location. For linear projects crossing a single waterbody several times at separate and distant locations, each crossing is considered a single and complete project. However, individualchannels in a braided stream or river, or individual arms of a large, irregularly shaped wetland or lake, etc., are not separate waterbodies, and crossings of such features cannot be considered separately. Stormwater management: Stormwater management is the mechanism for controlling storntwater runoff for the purposes of reducing downstream erosion, water quality degradation, and flooding and mitigating the adverse effects of changes in land use on the aquatic environment. Stormwater management facilities: Stormwater management facilities are those facilities, including but not limited to, storrnwater retention and detention ponds and hest management practices, which retain water for a period of time to control runoff and/or improve the quality (i.e., by reducing the concentration of nutrients, sediments, hazardous substances and other pollutants) of Stormwater runoff. Stream bed; The substrate of the stream channel between the ordinary high water marks. The substrate may be bedrock or inorganic particles that range in size from clay to boulders. Wetlands contiguous to the stream bed, but outside of the ordinary high water marks, are not considered part of the stream bed. Page 9 Stream channelization: The manipulation of a stream's course, condition, capacity, or location that causes more than minimal interruption of normal stream processes. A channelized stream remains a water of the United States. Structure: An object that is arranged in a definite pattern of organization. Examples of structures include, without limitation, any pier, boat dock, boat ramp, wharf, dolphin, weir, boom, breakwater, bulkhead, revetment, riprap, jetty, artificial island. artificial reef, permanent mooring structure, power transmission line, permanently moored floating vessel, piling, aid to navigation, or any other manmade obstacle or obstruction. Tidal wetland: A tidal wetland is a wetland (i.e., water of the United States) that is inundated by tidal waters. The definitions of a wetland and tidal waters can be found at 33 CFR 328.3(b) and 33 CFR 328.3(0, respectively. Tidal waters rise and fall in a predictable and measurable rhythm or cycle due to the gravitational pulls of the moon and sun. Tidal waters end where the rise and fall of the water surface can no longer be practically measured in a predictable rhythm due to masking by other waters, wind, or other effects. Tidal wetlands are located channelward of the high tide line, which is defined at 33 CFR 328.3(d). Vegetated shallows: Vegetated shallows are special aquatic sites under the 4040)(1) Guidelines. They are areas that are permanently inundated and under normal circumstances have rooted aquatic vegetation, such as seagrasses in marine and estuarine systems and a variety of vascular rooted plants in freshwater systems. Waterhody: For purposes of the NWPs, a waterbody is a jurisdictional water of the United States that, during a year with normal patterns of precipitation, has water flowing or standing above ground to the extent that an ordinary high water mark (OHWM) or other indicators of jurisdiction can be determined, as well as any wetland -area (see 33 CFR 328.3(b)). If a jurisdictional wetland is adjacent --meaning bordering, contiguous, or neighboring --to a jurisdictional waterbody displaying an OHWM or other indicators of jurisdiction, that waterbody and its adjacent wetlands are considered together as a single aquatic unit (see 33 CFR 328.4(c)(2)). Examples of "waterbodies" include streams. rivers. lakes, ponds, and wetlands. 2007 Nationwide Permit Regional Conditions in Colorado U) " al d1 a) N a' 0_ O tromp O N 0 E• S E m N a o I E « 0 0.-0 C .mow 0 C C e'" .O to n'a 0 a. 0 o ; C • �a ' Q Q w N Z50';„ c E U E4 L j o a p N EW 'c 5 c 0 fC -c U C 3 R .r0 o 0 ro � ro C ° .Sc N ca c CC ro.C.qWM N -E EiNc'otm �;0 ...co � C •c h N c L y O ` m1 �j co m) Q U � � a•O o L E o a) ms. a o` �'= 0 0 N O c 5 c 7 'c 5 A C c c O 0)c - U O C Y ro2 U O _ C _ 0 °>' E g.6 7 ro U Q ro$.6 V a 0 w 3 a. v fn O V >" O (I.) H O co {4 _ ro ,. 0 co f0 0 m -0 c•')roroa�CO 4$ a 3 co rn c = F aro O N N c 0) , a.) 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(nm C mtaQ N-2 c 0, � m m O C L L O 2 2 -o th (a c O m<� '_ 2 m C a .c m m m to o> mc c8 7 p P 0 o N as m d o C 0 cmc ep m O N 0 L In (0 a) W B O U y w i -.2U o D O C m Y .. c L C O O (D E N arm Qm��Ea �c N coiL�o '7)m ) [a- c 0 'C e a rn Q) 6E1 -F4wo f �0 3 c -(5 17, 3 u, . �. m o 0 2Y pa co c row_ ro 3 c o U' n ro.�o 41) L ca L.c E'ITDC .4c 2 8 5 b .....6 = 3 m2c Ta- 0 o ZUo na LO z .c C> ... m i C 4 a) 7. 0 y i c° -C c (� 046 d 0 t T 3 u, •u, > U g -m- 0 v 2 U 'o ° o m o' 7 .- to (� Fes❑ ay aQ ca z CL d b en W y O o d aiQ ,�� 3C73 �?-�'oo ommc8,�r�r .02 � U '- o o (a t* • • • • o,en o t "5 Ua 3m, .CUo� u �c�,ccC Enclosure 1 DESIGNATED CRITICAL RESOURCE WATERS IN COLORADO ni ToM b m c M c. N c' cn c .- c O CN cts0) N�,Q -- 3 Gi O N ❑ O CO c. m O T' t7, Cs, C Z m to e 3 O r- • O LO y tri ..= o co a 0 0 • C) co _a c O mU .0C en O 00 'a w m M U C o� a 3 a m ar t2 ,..6".. cs Ur.L720j1 NZco 0ccroc cooc•_0 mr-- ,c� �0N o 0-cLO -+.. mcri :3cmim3c+�L, yco, 0 E c� OC) o6'Na''r m- - ' m a, 0) 4.) c'i vi U:cN -cL Eco O m m O- _ N m ': o tp. °o= oni O L CI)7 V 8 Q (0 (fl H ,a' 0 (o r- co C C N a. Outstanding Natural Resource Waters: .y a, c > T C c ar E 112 _c 3 c gmo3¢•c c -0_c >-o CcLc U t0 m 0 CO a L La 0 U 43 > O it Z uJm YO co co J >' 0 0 0 0 c N co NEt an d '— u_cci m O C O Ca v) m -. to ti = LC. m a 0 Y UL a> ar (0N E+: p,L, ,, E .� ,a,• .c Ooro mUE Z a) 3m m O cc C 0GI) c 0 •-- D 3 O O.°' wa,.4)�roZN 2-o o. u) 0�v'CO Ec SI �Q m marc o w ty Y _ O O m '� O N O (a o g to a Q .-' > rn �y. .' oro, L�c�io�vi(n m3E'cO —09 cc " E.c rnQ m� ro-0Q 2 z Q (a vim C c m M Q� mL a,.�=52 c0�� aNmas�Nc m coo 3 _ 0 , c o mroa • `p[ rnv, c O T o �Q m�� 0 7 >. 0 Ectea, cNa o¢,c - se E a,2zs c §-Q EL .c��(Coou, ro c mains co Gel GOm u, �. -- a _rn c c us m �_m�cnu�a 2c •-. OoaEigL°E .cmcE�erL+ co a O (`p 0 .� m 7 c m c .c0 :,' •- 0 0 0 C T c a N U 0 u) _I azo ZLLJ n 3Cc._c D (�cnn 25 s • • • • • • October 27, 2008 U.S. Army Corps of Engineers Environmental Engineer & Energy Liaison 400 Rood Avenue, Room 142 Grand Junction, CO 81501 (970) 243-1199, #16 (970) 241-2358 fax Pilot Energy Offices in Vernal, UT and Glenwood Springs, CO Email: susan.nall@usace.army.mil Website: www.spk.usace.army.mil/regulatory.html RE: Pre -construction Notification (PCN) Susan Bachini Nall; The intent of this correspondence is to provide notification that Enterprise Products Operating, LLC, intends to conform to pre -construction notification requirements contained in section 27 of 33 CFR Part 330; Issuance of Nationwide Permits March 19, 2007 includes corrections of May 8, 2007. Enterprise Products Operating, LLC intends to meet the referenced pre -construction notification requirements by submitting the following documentation: 1) Form ENG 4345 - Standard individual permit application form 2) Project alignment sheets 3) Wetland delineation documentation In addition, direct verbal notification will be given to the U.S. Army Corps of Engineers Environmental Engineer & Energy Liaison pursuant to requirements in Section 27 of 33 CFR Part 330. If you have questions or concerns, please contact me at 303-330-7952. Yours truly, Gaut ier ield Environmental Engineer APPLICATION FOR DEPARTMENT OF THE ARMY PERMIT (33 CFR 325) OMB APPROVAL NO. 0710.003 Public reporting burden for this collection of information is estimated to average 5 hours per response, including the time for reviewing instructions, Searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to n?partment of Defense, Washington Headquarters Service Directorate of Information Operations and Reports, 1215 Jefferson Davis Highway, Suite )4, Arlington VA 22202-4302; and to the Office of Management and Budget, Paperwork Reduction Project (0710-003), Washington, DC 20503. .ease DO NOT RETURN your form to either of those addresses. Completed applications must be submitted to the District Engineer having jurisdiction over the location of the proposed activity. PRIVACY ACT STATEMENT Authority: 33 USC 401, Section 10; 1413, Section 404. Principal Purpose: These laws require permits authorizing activities in, or affecting, navigable waters of the United States; the discharge of dredged or fill material Into waters of the United States, and the transportation of dredged material for the purpose of dumping it into ocean waters. Routine uses: information provided on this form will be used in evaluating the application for a permit. Disclosure: Disclosure of requested information is voluntary. If information is not provided, however, the permit application cannot be processed nor can a permit be Issued. One set of original drawings or good reproducible copies which show the location and character of the proposed activity must be attached to this application (see sample drawings and instructions) and be submitted to the District Engineer having jurisdiction over the proposed activity. An application that is not completed In full will be returned. (ITEMS 1 THRU 4 TO BE FILLED BY THE CORPS) . APPLICATION NO. 2. FIELD OFFICE CODE 3. DATE RECEIVED 4. DATE APPLICATION COMPLETED 5. APPLICANT'S NAME (ITEMS BELOW TO BE FILLED BY APPLICANT) Enterprise Products Operating, LLC, 8. AUTHORIZED AGENT'S NAME & TITLE (an agent is not required) 6. APPLICANT'S ADDRESS cto Environmental Department P.O. Box 2521 Houston, TX 77252-2521 9. AGENT'S ADDRESS 7. APPLICANT'S PHONE NUMBERS WITH AREA CODE a. Residence ). Business 303 330-7952 303 330-7952 10. AGENT'S PHONE NUMBERS WITH AREA CODE a. Residence b. Business 11. STATEMENT OF AUTHORIZATION 1 hereby authorize to act in my behalf' as my agent in the processing of this application and to furnish, upon request, supplemental information in support of this permit application. APPLICANT'S SIGNATURE DATE NAME, LOCATION, AND DESCRIPTION OF PROJECT OR ACTIVITY 12. PROJECT NAME OR TITLE (see instructions) Jack Rabbit Gathering System 13. NAME OF WATERBODY, IF KNOWN (if applicable) Unnamed spring feeding Parachute Creek 15. LOCATION OF PROJECT Garfield CO COUNTY STATE 14. PROJECT STREET ADDRESS (If applicable) 16. OTHER LOCATION DESCRIPTIONS, IF KNOWN (see instructions) LAT: 39d37'50.86"N / LONG: 108d12'08.52"W Section 7, Township 5 South, Range 96 West 17. DIRECTIONS TO THE SITE rive north from the city of Parachute on County Road 215, approximately 7 miles to Garden Gulch Road. Turn left follow warden Gulch Road approximately 22 miles to the Parachute Creek location. ENG FORM 4345 — ONLINE CESPK-CO-R 1 B. NATURE OF ACTIVITY (Description of project, include all features) The nature of this activity is to perform a horizontal directional drill for installation of a natural gas pipeline. Please reference the attached project alignment sheet and wetland delineation documentation for additional detail. 19. PROJECT PURPOSE (Describe the reason or purpose of the project, see instructions) The purpose of this project is to eliminate surface disturbance during installation of a natural gas pipeline. The intended window of activity for this project is from to USE BLOCKS 20-22 IF DREDGED AND/OR FILL MATERIAL IS TO BE DISCHARGED 20. REASON(S) FOR DISCHARGE N/A 21. TYPE(S) OF MATERIAL BEING DISCHARGED AND THE AMOUNT OF EACH TYPE IN CUBIC YARDS N/A 22. SURFACE AREA IN ACRES OF WETLANDS OR OTHER WATERS FILLED (see instructions) N/A 23. IS ANY PORTION OF THE WORK ALREADY COMPLETE? YES 10 NO Q IF YES, DESCRIBE THE WORK N/A 24. ADDRESSES OF ADJOINING PROPERTY OWNERS, LESSEES, ETC. WHOSE PROPERTY ADJOINS THE WATERBODY (If more than can be entered here, please attach a supplemental list) N/A 25. LIST OF OTHER CERTIFICATIONS OR APPROVALS/DENIALS RECEIVED FROM OTHER FEDERAL, STATE, OR LOCAL AGENCIES FOR WORK DESCRIBED IN THIS APPLICATION AGENCY TYPE APPROVAL* IDENTIFICATION NUMBER DATE APPLIED DATE APPROVED DATE DENIED N/A * Would include but is not restricted to zoning, building and flood plain permits. 26. Applic io s hereby made for . dermit or permits to authorize the work described in this application. I certify that the information in this a+licati n j4o. elete a . accurate. I further certify that I possess the authority to undertake the work described herein or am actin as the +rite+ .gent of the applicant. AtA /_/,�Y/ ,K rIDPLICANT 27ocTo DATE SIGNATURE OF AGENT DATE The aptcation must be signed by the person who desires to undertake the proposed activity (applicant) or it may be signed by a dul, authorized agent if the statement in block 11 has been filled out and signed. 18 U.S,C. Section 1001 provides that: Whoever, in any manner within the jurisdiction of any department or agency of the United States knowingly and will fully falsifies, conceals, or covers up any trick, scheme, or disguises a material fact or makes any false, factitious, or fraudulent statements or representations or makes or uses any false writing or document knowing same to contain any false, fictitious or fraudulent statements or entry, shall be fined not more than $10,000 or imprisoned not more than five years or both. ENG FORM 4345 — ONLINE CESPK-CO-R Instructions For Preparing A Department of the Army Permit Application )Blocks 1 thru 4 - To be completed by Corps of Engineers. Block 5 - APPLICANT'S NAME. Enter the name of the responsible party or parties. If the responsible party is an agency, company, corporation, or other organization, indicate the responsible officer and title. If more than one party is associated with the application, please attach a sheet with the necessary information marked "Block 5". Block 6 - ADDRESS OF APPLICANT. Please provide the full address of the party or parties responsible for the application. if more space is needed, attach an extra sheet of paper marked "Block 6". Block 7 - APPLICANT PHONE NUMBERS. Please provide the number where you can usually be reached during normal business hours. Block 8 - AUTHORIZED AGENT'S NAME AND TITLE. Indicate name of individual or agency, designated by you, to represent you in this process. An agent can be an attorney, builder, contractor, engineer or any other person or organization. Note: An agent is not required. Blocks 9 and 10 - AGENT'S ADDRESS AND TELEPHONE NUMBER. Please provide the complete mailing address of the agent, along with the telephone number where he/she can be reached during normal business hours. Block 11 - STATEMENT OF AUTHORIZATION. To be completed by applicant if an agent is to be employed. Block 12 - PROPOSED PROJECT NAME OR TITLE. Please provide name identifying the proposed project (i.e., Landmark Plaza, Burned Hills Subdivision, or Edsall Commercial Center). Block 13 - NAME OF WATERBODY. Please provide the name of any stream, lake, marsh, or other waterway to be directly impacted by the activity, If it is a minor (no name) stream, identify the waterbody the minor stream enters. Block 14 - PROPOSED PROJECT STREET ADDRESS. if the proposed project is located at a site having a street address (not a box number), please enter it here. Block 15 - LOCATION OF PROPOSED PROJECT. Enter the county and state where the proposed project is located. If more space is required, please attach a sheet with the necessary information marked "Block 15". Block 16 - OTHER LOCATION DESCRIPTIONS. If available, provide the Section, Township, and Range of the site and/or the latitude and longitude. You may also provide a description of the proposed project location, such as lot numbers or tract numbers. You may choose to locate the proposed project site from a known point (such as the right descending bank of Smith Creek, one mile down from the Highway 14 Bridge). If a large river or stream, include the river mile of the proposed project site, if known. Block 17 - DIRECTIONS TO THE SITE. Provide directions to the site from a known location or landmark. Include highway and street numbers as well as names. Also provide distances from known locations and any other information that would assist in locating the site. Block 18 - NATURE OF ACTIVITY. Describe the overall activity or project. Give approximate dimensions of structures such as wingwalls, dikes, (identify the materials to be used in construction, as well as the methods by which the work is to be done), or excavations (length, width, and height). Indicate whether discharge of dredged or fill material is involved. Also, identify any structure to be constructed on a fill, piles, or float -supported platforms. The written descriptions and illustrations are an important part of the application. Please describe, in detail, what you wish to do. If more space is needed, attach an extra sheet of paper marked "Block 18". Block 19 - PROPOSED PROJECT PURPOSE, Describe the purpose and need for the proposed project, What will it be used for and why? Also include a brief description of any related activities to be developed as the result of the proposed project. Give the approximate dates you plan to both begin and complete all work. Block 20 - REASONS FOR DISCHARGE. If the activity involves the discharge of dredged and/or fill material into a wetland or other waterbody, including the temporary placement of material, explain the specific purpose of the placement of the material (such as erosion control). 1 Instructions For Preparing A Department of the Army Permit Application Block 21 - TYPES OF MATERIAL BEING DISCHARGED AND THE AMOUNT OF EACH TYPE IN CUBIC YARDS. Describe the material to be discharged and amount of each material to be discharged within Corps jurisdiction. Please be sure this description will agree with your illustrations. Discharge material includes: rock, sand, clay, concrete, etc. Block 22 - SURFACE AREAS OF WETLANDS OR OTHER WATERS FILLED. Describe the area to be filled at each location. Specifically identify the surface areas, or part thereof, to be filled. Also include the means by which the discharge is to be done (backhoe, dragline, etc.). If dredged material is to be discharged on an upland site, identify the site and the steps to be taken (if necessary) to prevent runoff from the dredged material back into a waterbody. If more space is needed, attach an extra sheet of paper marked "Block 22". Block 23 - IS ANY PORTION OF THE WORK ALREADY COMPLETE? Provide any background on any part of the proposed project already completed. Describe the area already developed, structures completed, any dredged or fill material already discharged, the type of material, volume in cubic yards, acres filled, if a wetland or other waterbody (in acres or square feet). If the work was done under an existing Corps permit, identify the authorization if possible. Block 24 - NAMES AND ADDRESSES OF ADJOINING PROPERTY OWNERS, LESSEES, etc., WHOSE PROPERTY ADJOINS THE PROJECT SITE. List complete names and full mailing addresses of the adjacent property owners (public and private) lessees, etc., whose property adjoins the waterbody or aquatic site where the work is being proposed so that they may be notified of the proposed activity (usually by public notice). If more space is needed, attach an extra sheet of paper marked "Block 24". Block 25 - INFORMATION ABOUT APPROVALS OR DENIALS BY OTHER AGENCIES. You may need the approval of other Federal, State, or Local agencies for your project. Identify any applications you have submitted and the status, if any (approved or denied) of each application. You need not have obtained all other permits before applying for a Corps permit. Block 26 - SIGNATURE OF APPLICANT OR AGENT. The application must be signed by the owner or other authorized party (agent). This signature shall be an affirmation that the party applying for the permit possesses the requisite property rights to undertake the activity applied for (including compliance with special conditions, mitigation, etc.). DRAWINGS AND ILLUSTRATIONS - GENERAL INFORMATION Three types of illustrations are needed to properly depict the work to be undertaken. These illustrations or drawings are identified as a Vicinity Map, a Plan View, or a Typical Cross -Section Map. Identify each illustration with a figure or attachment number. Please submit one original, or good quality copy, of all drawings on an 8.5 X 11 inch plain white paper (tracing paper or film may be substituted). Use the fewest number of sheets necessary for your drawings or illustrations. Each illustration should identify the project, the applicant, and the type of illustration (vicinity map, plan view, or cross- section). While illustrations need not be professional (many small, private project illustrations are prepared by hand), they should be clear, accurate and contain all necessary information. 9 STATE OF COLORADO COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT AIR POLLUTION CONTROL DIVISION TELEPHONE; (303) 692-3150 CONSTRUCTION PERMIT PERMIT NO: 08RB0625L DATE ISSUED: June 5, 2OO& ISSUED TO: ENTERPRISE GAS PROCESSING, LLC THE SOURCE TO WHICH THIS PERMIT APPLIES IS DESCRIBED AND LOCATED AS FOLLOWS: Land development project known as the Piceance Creek Gathering System and Pipeline Project, located in Sec 1 2 11-15 17-26 28-36 T5 -7S R96 & 97W, Rfo Blanco County, Colorado. THE SPECIFIC EQUIPMENT OR ACTIVITY SUBJECT TO THIS PERMIT INCLUDES THE FOLLOWING: Overlot grading and associated construction activities. THIS PERMIT IS GRANTED SUBJECT TO ALL RULES AND REGULATIONS OF THE COLORADO AIR QUALITY CONTROL COMMISSION AND THE COLORADO AIR POLLUTION PREVENTION AND CONTROL ACT C.R.S. (25-7-101 el seta), TO THOSE GENERAL TERMS AND CONDITIONS INCLUDED IN THIS DOCUMENT AND THE FOLLOWING SPECIFIC TERMS AND CONDITIONS: 1 The fugitive particulate emission control measures listed on the attached page (as proposed in the Fugitive Dust Control Plan submitted to the Division) shall be applied to the fugitive particulate emission producing sources as required by Regulation No. 1. 2. This permit shall expire on 101112012. FINAL APPROVAL aura:), - - \ �- 4�� ) By: .1/ A•- Wozniak Permit Engi AIRS tD: 104/00111001 R14Ha Unit Leader k Ill, P.E. Page 1 of 3 ENTERPRISE GAS PROCESSING, LLC Permit No. 08RB0625L Final Approval Colorado Department of Public Health and Environment Air Pollution Control Division PARTICULATE EMISSIONS CONTROL PLAN THE FOLLOWING PARTICULATE EMISSIONS CONTROL MEASURES SHALL BE USED FOR ENFORCEMENT PURPOSES ON THE SOURCES COVERED BY THIS PERMIT, AS REQUIRED BY THE AIR QUALITY CONTROL COMMISSION REGULATION NO 1, THIS SOURCE IS SUBJECT TO THE FOLLOWING EMISSION GUIDELINES: a. All Activities - Visible emissions not to exceed 20%, no off -property transport of visible emissions. b. Haul Roads - No off -property transport of visible emissions shall apply to on-site haul roads, the nuisance guidelines shall apply to off-site haul roads. c. Haul Trucks There shall be no off -property transport of visible emissions from haul trucks when operating an the property of the owner or operator. There shall be no off -vehicle transport of visible emissions from the material in the haul trucks when operating off of the property of the owner or operator. Control Measures 1, AEI unpaved roads and other disturbed surface areas on site shall be watered as necessary to prevent off property transport. of visible fugitive particulate emissions. 2. Vehicle speed on all unpaved roads and disturbed areas shall not exceed a maximum of 15 mph. Speed limit signs shall be posted. 3. All disturbed soil shall be compacted on a daily basis to within 90% of maximum compaction. 4. Ali disturbed surface areas shall be revegetated according to the information submitted by the applicant with the permit application. 5. Surface area disturbed shall be minimized as described in the information submitted by the applicant with the permit application. B Gravel entryways shall be utilized to prevent mud and dirt carryout onto paved surfaces. Any mud and dirt carryout onto paved surfaces shall be cleaned up daily. 7. No earth work activities shall be performed when the wind speed exceeds 30 miles per hour. AIRS 10' 104/0011/001 Page 2 of 3 ENTERPRISE GAS PROCESSING, LLC Permit No. 08RB0625L Final Approval Colorado Department of Public Health and Environment Air Pollution Control Division GENERAL TERMS AND CONDIT#ONS: (IMPORTANT! READ ITEMS 5.6,7 AND 8) 1. This permit is issued in reliance upon the accuracy and completeness of information supplied by the applicant and is conditioned upon conduct of the activity, or construction, installation and operation of the source, in accordance with this information and with representations made by the applicant or applicant's agents. It is valid only for the equipment and operations or activity specifically identified on the permit. 2. Unless specifrcalty stated otherwise, the general and specific conditions contained in this permit have been determined by the APCD to be necessary to assure compliance with the provisions of Section 25-7-114.5(7)(a), C.R.S. 3. Each and every condition of this permit is a material part hereof and is not severable, Any challenge to or appeal of, a condition hereof shall constitute a rejection of the entire permit and upon such occurrence, this permit shall be deemed denied ab initio. This permit may be revoked at any time prior to final approval by the Air Pollution Control Division (APCD) on grounds set forth in the Colorado Air Quality Control Act and regulations of the Air Quality Control Commission (AQCC), including failure to meet any express term or condition of the permit. If the Division denies a permit, conditions imposed upon a permit are contested by the applicant, or the Division revokes a permit, the applicant or owner or operator of a source may request a hearing before the AQCC for review of the Division's action, 4. This permit and any required attachments must be retained and made available for inspection upon request at the location set forth herein. With respect to a portable source that is moved to a new Dation, a copy of the Relocation Notice (required by taw to be submitted to the APCD whenever a portable source is relocated) should be attached to this permit. The permit may be reissued to a new owner by the APCD as provided in AQCC Regulation No. 3, Part B, Section 11.B. upon a request for transfer of ownership and the submittal of a revised APEN and the required fee. 5. Issuance (initial approval) of an emission permit does not provide "final' authority for this activity oroperation of this source. Final approval of the permit must be secured from the APCD in writing in accordance with the provisiohsof25-7-114.5(12)(a) C.R.S. and AQCC Regulation No.3, Part B, Section RIG. Final approval cannot be granted unfit the operation or activity commences and has been verified by the APCD as conforming in all respects with the conditions of the permit. if the APCD so determines, it will provide written documentation of such final approval, which does constitute "final" authority to operate, Compliance with thepermirconditlons must be demonstrated within 180 days after commencement of operation. 6. THIS PERMIT AUTOMATICALLY EXPIRES !F you (1) do not commence construction or operation within 18 months after either the date of issuance of this permit or the date on wretch such construction or activity was scheduled to commence as set forth in the permit, whichever is later; (2) discontinue construction fora period of 18 months or more; or (3) do not complete construction within a reasonable time of the estimated completion date. Extensions of the expiration date may be granted by the APCD upon a showing of good cause by the permittee prior to the expiration date. 7. YOIJ MUST notify the APCD at feast thirty days (fifteen days for portable sources) prior to commencement of the perfnitted operation or activity. Failure to do so is a violation of Section 25-7- 114,5(12)(a), C.R.S. and AQCC Regulation No. 3, Part 8, Section RIGA., and can result in the revocation of the permit. You must demonstrate comp/lance with the permit conditions within 180 days after commencement of opermfon as stated in condition 5. 8. Section 25-7-114.7(2)(a), C.R.S. requires that all sources required to file an Air Pollution Emission Notice (APEN) must pay an annual Fee to cover the costs at inspections and administration. If a source or activity is to be discontinued, the owner must notify the Division in writing requesting a cancellation of the permit. Upon notification, annual. fee billing willterminate. 9. Violation of the terms of a permit or of the provisions of the Colorado Air Pollution Prevention and control Act or the regulations of the AQCC may result in administrative, civii or criminal enforcement actions under Sections 255-7-115 (enforc;emenf), -121 (injunctions), -122 (civil penalties), -122.4 (criminal penalties), C.R.S. AIRS ID: 104/0011/001 Page 3 of 3 STATE OF COLORADO Sill Owens, Governor Dennis E. Ellis, Executive Director Dedicated to protecting and improving the nealth and environment of the people of °aorad° 4300 Cherry Creek Or. S. Denver, Colorado 80246-1530 Phone (303) 892.2000 TDI:Ulna (303 691-7700 Located in Glendale. Colorado htpi/www.cdphe.state.co.us Laboratory Services Division 6100 Lowry BIvd. Denver, Colorado 80230.6928 (303j 692-3090 SUBJECT: Final Approval Self -Certification Packer for the enclosed Initial Approval Construction Permit(s) Dear Permittee: Colorado Department of Public Health and Exwironment Under Colorado law, a source subject to Colorado's air quality regulations is required to demonstrate compliance with the terms and conditions of an Initial Approval permit ("IA permit") within 180 days after comniencement of operations by submitting certain information to the Air Pollution Control Division ("Division") of the Colorado Department of Public Health and Environment. While the Division maintains discretion to inspect a source prior to issuing a Final Approval Permit, the Division will not as a matter of course conduct any Final Approval inspections. It is your responsibility to maintain and demonstrate compliance with your IA permit. Records demonstrating compliance must be readily available for inspection upon request by the Division or other representative of the Division. Enclosed, please find the following information provided to assist you in finalizing your permit(s): • A copy of the Initial Approval permit(s) due to be finalized; • Guidance on how to self -certify compliance; • Final Approval Self -Certification Form, to be submitted with any additionally required materials; and • Regulatory definition of "Responsible Official," the person required to sign the Final Approval Self - Certification Form for finalization of the IA permit(s). if you cannot demonstrate compliance with all of the provisions of your permit, you should contact the Division immediately at the number listed below. Please use the enclosed guidance tar verify that the source is in compliance with all of the conditions of the IA permit. To self -certify, submit a Final Approval Self -Certification Form signed by a designated Responsible Official for the facility for each individual IA Permit to be finalized, including "dash -numbered" permits (e.g. 96WE199-2). Please submit the information to the address below. Certification of an IA permit does not in any way preclude the Division from pursuing formal enforcement for violations of permit terms and conditions. The Division is available to provide assistance with self -certification, including a site visit at the express request of a source. While the Division may charge all businesses at the rate of $59.98 per hour for compliance assistance, small businesses may also obtain free assistance through the Division's Small Business Assistance Program. K- FOSiti1SIFA farr, : 3ELFCEti7.t)Oc RCYisC1! t -OG Colorado Department of Public health and Environment Air Pollution Control Division To request assistance with self -certification or to obtain additional information regarding the Final Approval process, please contact Doug Ryder, the Final Approval Coordinator, at (303) 692-3189. The Small Business Assistance Program may be reached at (303) 692-3175 or 3148. Thank you for your cooperation. Sincerely, Stationary Sources Program Air Pollution Control Division Attachments Mailing Address: Colorado Department of Public Health and Environment APCD-SS-B 1 Atim Doug Ryder Final Approval Coordinator 4300 Cherry Creek Drive South Denver, CO 80246-1530 K:TOR.M51EA ft -r ns: SELFCEIT.']GC 2 krviscd ti Colorado Department of Public Health and Environment Air Pollution Control Division GUIDANCE DOCUMENT: HOW DO r SELF -CERTIFY COMPLIANCE WITH MY INITIAL APPROVAL (IA) PERMIT? Completion of the Final Approval Self -Certification Form in most cases shall be considered sufficient to certify that the conditions set forth in the IA permit are being met. It is important for you to review each and every condition and verify that you are in compliance with that condition. This guidance is organized to explain what is needed to satisfy the compliance requirements for each condition in the IA permit in order to self -certify for Final Approval of the IA permit. Below the Division will outline the major sections and subsections of the your permit. To begin, the IA permit has three major sections that you should be aware: the IA Permit Conditions, the Notes to Permit Holder, and the "General Conditions". A. IA PERMIT CONDITIONS All IA permit conditions are enforceable and it is important to understand your compliance responsibility. IA permit conditions may be generally classified into six different categories of requirements, described more fully below: AA A.2 A3 A.4 A.5 A.6 general identifying information; production and emission limitations (including reporting and record keeping requirements used to demonstrate compliance with the prescribed limits); specific state or federal standard(s) applicable to the operation; operations and maintenance plans (0 & M Plans), testing requirements; and other specific conditions not related to the other categories. A.1 GENERAL IDENTIFYING INFORMATION A.1.1 Review the company name, location and equipment information on the.permit. If any information is incorrect or missing, please submit any changes to the Division along with the signed Final Approval Seff-Certification Form. A.1.2 Does the permit require that the equipment be marked with the permit number? Compliance with this condition is satisfied if the permit is clearly marked on the equipment so that the equipment subject to the IA permit is easily identified during inspection, Submission of the Final Approval $elf Corti cation Form will satisfy compliance. A.I.3 HMV the equipment manufacturer, model number(s), and serial number(s) been provided to the Divisionfor inclusion in the permit? This inforrnatioir must be provided prior to Final Approval "fos: any equipment identified in the IA permit. Vali equipment make, model, and serial numbers are required by the IA permit, have been provided to the Division, and are correctly identified, submission of the Final Approval Self -Certification Form will satisfy compliance. Please correct or provide the necessary make, model and serial number information to the Division along with the Final Approval Self - Certification Form. A.2. PRODUCTION AND EMISSIO-N LIMITATION'S A.2.1 Production limits are usually identified in the IA permits as consumption, throughput, or operational limits (such as daily fuel use limits, loading rates, etc.). One or more conditions in i.::FORMS%F1 rirms7 S-ELFCEAT.DC)C 3 Revised 1,06 Colorado Department of Public Health and Environment Air Pollution Control Division the IA permit should identify these limits and the method of demonstrating compliance with them (e.g. daily, monthly, or annual records), if the facility is operating within all consumption, production (throughput), and/or operational limits for all equipment. listed pnd if an operating and maintenance plan (0 & M Plan) is net required to be submitted, then compliance with this condition has been demonstrated and Will be satisfied by submitting the Final. Approval Self -Certification Form. Records used to make this deterfnination must be made available to the Division if an 0 & M Plan is required. If an 0 & M Plan is not required these records need to be submitted to the Division only upon request, Please note that records used to make thts,deteraajnadon and not otherwise required to be submitted along with the signed self -certification forms, must be made avaikabk to the Division upon request, The Division highly recommends that self-certij ation records, including compliance determinations and all supporting documentation, be maintained on file A.2.2 Emission Limits are usually identified in a permit condition in a unit of measurement, such as tons per year (tpy) and/or pounds per year (lbs/yr). One or more conditionsin theIA permit should identify these limits, along with the method of demonstrating compliance with them. If the facility is operating within the emission limits for all the equipment specified and if stack testing (See Performance Testing Below) And an 0 & M Plan are g t required, compliance With this condition is demonstrated by submitting the Final Approval Self CettificptionForm. A Copy of the calculations and associated records used to make this determination must be. submitted to the Division ifan. 0 &.M Pian is required. U.an 0 & M Plan is not required, these records. aced . to be submitted to the Division only upon request. Please note that records used tomacke thi& determination and not otherwise,required to hesubmitted along, with the signed self -certification farms, must be made available to the Division upon request The Division highly recommends that self certifcation records, including compliance determinations and all supporting documentation, be maiitt4bsed nn file . : • A.3. SPECIFIC STATE OR FEDERAL STANDARD(S) APPLICABLE TO THE OPERATION Some sources may be subject to federal and/or state standards, such as federal New Source Performance Standards (SPS), National Emission Standards for Hazardous Air Pollutants (NESHAPs), Colorado AQCC's Regulation No. 6 Performance Standard for Incinerators, or activity based requirements. These standards/requirements should be identified in the LA Permit, and it is important to note that the engineer who drafted your permit may not have written out every applicable requirement under the standard into your permit. Typically, the engineer will only put the most applicable requirements of the standard (such as the emission standard and recordkeeping requirements) in your permit. It is your responsibility a t the permit holder to reviewand be incompliance with the applicable standard in its entirety. Most federal requirements may be found at http:/fw+,vw.gpoaccess,gov/cfisetrieve.html, and most state -only requirements may be found at brttn.//www.cdphe,stak,co,usagg. Submission of the FinplApproval Self-Certificatioa Form certifies to the Division that your facility is in compliance with the standards identified in the IA Permit. A.4. O1'ERATLON & MAINTENANCE PLANS Operation & Maintenance Plans (0 & M Plans) function primarily as compliance plans for synthetic minor sources. A synthetic minor source is one that has taken federally enforceable limits to remain below major source thresholds subject to Title V of the Clean Air Act to demonstrate compliance with their construction permits, The Lk permit will generally include a condition requiring the owner or K:ToemeteA forms: SELFCERT. DOC 4 Reviso3 lids Colorado Department of Public Health and Environment Air pollution Control Division operator to create and submit an 0 & M Plan to the Division for approval. An 0 & M Plan will typically include manufacturer's specifications for: 1. Process and control equipment operation; 2. How and when scheduled maintenance and calibration of equipment will be conducted; 3. Quality Assurance/Control procedures; 4. Methodology for calculating emissions; 5. A sample record-keeping format with actual data; and 6. Any other requirements as identified in the [A permit condition. If the IA permit requires submission of an 0 & tvl Plan, it has been submitted with the appropriate accompanying calculations and record-keeping format with actual data, and has been approved by the Division, then compliance with this condition has been demonstrated. The completion of the Final Approval Self -Certification Form verifies that the facility has: 1) submitted a proposed 0 & M Plan to the Division; and 2) received Division approval for proposed 0 & M Ptan. The Final Approval permit will not be issued until the 0 & M Plan bas been approved. The time spent by the Division related to this activity is chargeable to the source. Contact Paul Buck at (303) 692-3264 for any questions regarding 0 & M plans, A.5. TESTING REQUIREMENTS The Division requires certain types of tests to be conducted at sources depending upon equipment characteristics, fuel types, and regulatory requirements. Generally, these tests serve to demonstrate compliance with particulate, opacity, or visible ernission limits identified in the IA permit. The most common tests required. by the Division are opacity and stack tests. The IA permit will generally include one or more conditions identifying what type of test, if any, is required to be conducted. Test results must be submitted to the Division for finalization of the LA permit. A.5.1 Particulate; Opacity, and/or Visible emission limits: Opacity Testing IA Permits that establish particulate, opacity, and'or visible emission limits will generally require the source to conduct an opacity test, utilizing EPA Reference Method 9. The following table summarizes some typical testing requirements: Source Description ( Testing Required J Certification Submission to C Division VOC Only Sources NO TESTING REQUIRED I phial Ar vrovat Self -Certification (printers and paint booths) i pts�u I l Equipment bntning Natural Gas NO TESTING REQUIRED Ail Other Equipment EPA Reference Method 9 (including, but nor limited o: j observations incinerators, diesel fuer. boilers/generators, screens, crushers, or and other transfer points. Control eguiprrcenr that may requite an opacity test includes scrubbers, baghouses; and oxidizers among other equipment. This list is not intended to be exhaustive; other equipment may be subject to opacity tes~#ing requirements) State -certified Continuous Opacity Monitor(COMS) data. K:SFO MS'.FA forms. SELFCERT.r)OC 5 { Final Approval Self -Certification Foran jOR METHOD 9: 1) copies of EPA Reference Method 9 readings) for all subject equipment perfortned by a currently EPA tReference Method 9 certified } observer, 2) a copy of the observer's EPA Reference Method 9 certification; and # 3) Final Approval Self -Certification I Foots 0R COMS Data: sufficient data to 1emonstrate compliance with the kpaciy'standard and Y3 above Ref csui 1:36 Colorado Department of Public Health and Environment Air Pollution Control Division A list of opacity testing firms is available upon request. Please contact the Final Approval Coordinator, at (303) 692-3189, to receive this list or to obtain additional information regarding opacity -testing requirements. A.5.2 Stack Tests. Stack tests are typically used by the Division to verify that the correct emission rates were used in the IA Permit to calculate emission limits. The IA Permit should have a condition specifying that a compliance test be conducted. When a stack test is required to finalize the IA permit, the source must do the following: 1) Submit a test protocol that meets the requirements of the Air Pollution Control Division Compliance Test Manual 30 days prior to the test for Division approval; 2) Receive Division approval of the test protocol; 3) Request that a Division witness attend the stack test; 4) Complete al; stack tests required by the IA permit prior to self -certification; and 5) Submit the results of the stack test to the Division for review and approval within 30 days of completing the testing. Submission of the Final Approval Self -Certification Form verifies that the facility has completed any stack tests required. A Division stafFmember must witness every test unless the Division chooses not to observe it. The time spent by the Division related to all of these activities is chargeable to the source. Contact Tom Lovell at (303) 692.3204 for any questions regarding stack testing. A.5.3 Additional Testing. A facility may be subject to additional testing required under the NESHAP, NSPS or other source -specific requirements. The IA permit will generally identify any additional initial and/or periodic testing required. Records sufficient to demonstrate compliance with these testing requirements should be submitted along with the Final Approval Self -Certification Form. A.6. OTHER REQUIREMENTS Permit conditions related to this topic are the conditions generally related to specific requirements in the regulations, but not necessarily specific to a standard. Examples of these conditions may be reasonably available control technology (RACT) requirements, fugitive dust control requirements, and dispersion modeling imposed requirements. Submission of the Final Approval Self -Certification Farm certifies to the Division that your facility is in compliance with these conditions in the IA Permit, If you have any questions regarding the applicability of any IA permit conditions, please contact either the engineer who wrote your permit or the Division at (303) 692-3150. B, NOTES TO I iz,M T HOLDER Every IA permit has a section immediately after the signatures entitled "Notes to Permit Holder". This section is not to be confused with permit attachments or fugitive dust control plans. This section is written into the permit by the engineer to provide specific permit information. Typical information provided in this section are the emission factors used to generate the emission limits in the permit conditions, the classification of the source (see PS Memo 97-3), the due date of the next APEN, and a list of any hazardous air pollutants (HAPS) and non -criteria reportable air pollutants (NCIAPS) that are emitted at this source. This information is provided only to assist the permit holder in demonstrating compliance with sorne of the permit conditions. Notes of the Permit Holder are not enforceable conditions of a permit. For example, a facility emits 200 pounds per year of benzene (a HAP); the Notes would list emissions of benzene at 200 K.»5ORMS'cfA forms: SELECERT-DOC 6 Revised 1/06 Colorado Department of Public Health and Environment Air Pollution Control Division pounds per year. In the permit conditions, there is a requirement to submit a revised APEN when actual emissions of a HAP increase by 50%. If a change increasing benzene emissions to 350 pounds per year occurred without submission of an updated APEN to Division for this change, this increase would be in violation of that permit condition requiring a revised APEN because actual emissions of a HAP increased by over 50%. However, there is no violation of the Note that listed the benzene emissions at 200 pounds per year because the Notes are not enforceable conditions. Continuing with this example, if the increase in benzene was only to 250 pounds per year, the permit condition would not be violated because the increase in HAP emissions was less than 50%, C. GENERAL CONDITIONS Every IA Permit has General Terms and Conditions attached to the IA Permit. These terms and conditions are an important component of the IA permit, and will also be attached to the Final Approval Permit. It is important that the source complies with these general terms and conditions. The following terms and conditions should also be reviewed and verified by submitting a Final Approval Self-Cxrtiticarion Form; a. Is a copy of the permit maintained on site at the permitted facility per General Term and Condition 4? Completion of the attached Final Approval Self -Certification Form, shall be considered sufficient to certify compliance with this requirement. b. Is the permit still valid, not having expired per General Term and Condition 6? Completion of the attached Final Approval Self -Certification Form shall be considered sufficient to certify compliance with this requirement. If the permit has expired, the activity still requires a permit, and the permit has expired or will expire before self -certification will be completed, then contact the Division to determine what needs to be done to correct this matter. c. Has the Division been notified at least 30 days or 15 days for portable sources, prior to commencement of the currently permitted operation or activity per General Term and Condition 7? Completion of the attached Final Approval Self -Certification Form shall be considered sufficient to certify compliance with this requirement. If the Division was not notified then submit notification of date of startup with the completed Final Approval Self -Certification Form. IMPORTAN.T1H! Once it has been determined that the facility is operating in compliance with ALL terms and conditions ofits.initial approval construction permit, sign and date one copy of the attached Final Approval Self -Certification Form for each pernit. Mail the signed and dated forms) along with any required additional supporting documentation to: Attn: Doug Ryder Final Approval Coordinator Colorado Department of Public Health and Environment .4PCD-SS-B t 4300 Cherry Creek Dr. S. Denver, CO 80246-1530 K'.'FCStt:i$ FA rcerrw SF.t:FCt RTDOC Re:iserl 1,03 Colorado Department of Public Health and Environment Air Pollution Control Division Please note that records used to make this determination and nor otherwise required to be submitted along with the signed sebteertification forms, must be made available to the Division upon request The Division highly recommends that self certification records, including compliance determinations and all supporting documentation, be maintained on file. Q: WHAT IF I NEED ASSISTANCE AND WOULD PREFER TO HAVE A DIVISION REPRESENTATIVE DETERMINE IF I AM IN COMPLIANCE WITH MY IiNITI.,A.L APPROVAL. PERMIT? Write or call the Division to schedule assistance. All time spent by the Division or its agents may be billed to the source at the rate of $59.98 per hour. Small businesses may obtain free and confidential assistance through the Division Small Business Assistance Program at (303) 692-3175 or (303) 692- 3148. The Small Business Ombudsman can also be contacted at (303) 692-2135. Q: WHAT IF I CANNOT DEMONSTRATE COMPLIANCE AND MY PERMIT NEEDS TO BE REVISED? Contact the Division to discuss those items that need revision to reflect current operation, including changes of company name, location, equipment information, and/or any permit condition that cannot be met. Take appropriate steps as defined by the Division to revise permit. If you have any questions, please contact Doug Ryder, Final Approval Coordinator, at (303) 692-3189. DEFINITION OF RESPONSIBLE OFFICIAL Responsible official means one of the following: a. For a corporation: a president, secretary, treasurer, or vice-president of the corporation in charge of a principal business function, or any other person who performs similar policy or decision-making functions for the corporation, or a duly authorized representative of such person if the representative is responsible for the overall operation of one or more manufacturing, production, or operating facilities applying for or subject to a permit and either: (I) the facilities employ more than 250 persons or have gross annual sales or expenditures exceeding $25 million (in second quarter 1980 dollars); or (ii) the delegation of authority to such representative is approved in advance by the permitting authority; b. For a partnership or sole proprietorship: a general partner or the proprietor; respectively; c. For a municipality, state, federal, or other public agency: either a principal executive officer or ranking elected official. For the purposes of this section, a principal executive officer of a federal agency includes the chief executive officer having responsibility for the overall operations of a principal geographic unit of the agency; (Excerpt taken from Regulation Number 3, Part A, Section K:TORIrtr\FA font's: s LrcaRT DOC & Revised r106 Colorado Department of Public Health and Environment Air Pollution Control Division STATE OF COLORADO pili Owens, Governor Dermis E. Ellis, Executive Director Dedicated to protecting and improving the health and emrironment of the people of Colorado 4300 Cherry Creek Dr, S. Laboratory Services Divis€on Denver, Colorado 80246.1536 8100 Lowry Blvd. Phone (303) 692-2000 Denver, Colorado 86230.6928 TDD Line (303) 601-7700 ('303) 692.3090 Located in Glendale, Colorado nno:ii.www.ccione.stare.co.us AIR POLLUTION CONTROL DIVISION CONSTRUCTION PERMIT FINAL APPROVAL SELF -CERTIFICATION FORM SOURCE NAME: [Insert Company Name] FACILITY IDENTIFICATION NUMBER: [Insert AIRS number; (The MRS number is found in the lower Ieft comer of the permit) PERMIT NUMBER [Insert Construction Permit Number} Colorado Department of Public Health and Environment All information related to the Final Approval certification of the above referenced Initial Approval construction permit must be certified by a responsible official as defined on the attached page. This certification means that each condition of the Initial Approval permit has been reviewed and that the source is in compliance with all conditions of the permit. A Final Approval permit will be issued only if all permit conditions are being ntet. The attached memo provides guidance on what steps must be taken to certify compliance with various types of permit conditions. This signed certification document niiist be packaged with the documents being submitted for the request for Final Approval of this permit. A separate Certification along with the associated documentation is required for each individual Initial Approval permit. This includes "dash numbered permits (e.g. 96LA199-2). I have reviewed the above paragraph, the attached document entitled "Guidance for Self -Certification", terms and conditions of the initial approval permit referenced above, and the information being submitted for final approval of this permit in its entirety. Based on information and belief formed after reasonable inquiry, I certify that the source is in full compliance with each permit and condition of this initial approval permit, andthe statements and information contained in this submittal are true, accurate and complete. Please note that the Colorado Statutes state that any person who knowingly, as defined in § 18-1-501(6), C.R.S., makes any false materia) statement, representation, or certification in this application is guilty of a misdemeanor and may be punished in accordance with the provisions of § 25-7 122.1, C.R.S. Printed or Typed Name Title Signature Date Signed K:TO.R:+4STA 5orzw: SELFC'ERT.DOC 9 Rcvised 146 Bhagwandin, Deodat From: Sent: To: Cc: Subject: Jordan, Doug Monday, June 23, 2008 11:11 PM Oliver, Brian; Hebert, Beth; Bhagwandin, Deodat Gauthier, Chris Gauthier Fw: We will copy this to file. Since the township ranges and sections are correct, the incorrect county doesn't ionterfere ----- Original Message ----- From: Adam Wozniak<Awwoznia@smtpgate.dphe.state.co.u5> To: Jordan, Doug Sent: Mon Jun 23 10:03:05 2008 Subject: RE: Re: Good morning Doug! If you are working within the boundaries proposed in your application, you will be okay. However, if the project has changed to the point that you are no longer working within the area given to us on the map, then we will need to revise the permit. From your description below, I think you will be fine. We knew that you were going to be working in Rio Blanco and Garfield counties, but it seems like most (if not all) the work will be in Rio Blanco County. If you would like to give me a call, please feel free to do so. Some of this stuff is difficult to communicate via e-mail. Have a.great day! Adam Wozniak Colorado Department of Public Health and Environment Air Pollution Control Division 4300 Cherry Creek Drive South Denver, CO 80246 303-692-3160 303-782-0278 (fax) »> "Jordan, Doug" <DJordan{8epco..com> 6/19/2008 8:33 AM »> Adam, I revisited one of our project maps. It appears that the Piceance Creek Gathering System covered by the referenced Land Development permit will terminate when it ties into the Piceance Creek Pipeline. This tie in is located in Garfield County so it does not appear that this "project" will be in Rio Blanco. Original Message From: Adam Wozniak[mailto:Awwozniar7asmtpgate.dphe.state.co.us] Sent: Wednesday, June 18, 2008 9:46 AM To: Jordan, Doug subject: Re: Hi Doug, As long as you will be working in Rio Blanco County at some time during the project, you will be fine. I had to pick one our the other (Garfield or Rio Blanco) when I wrote the permit, so I chose Rio Bianco. 1 If it turns out that the project has changed, however, and you will only be working in Garfield County, then we will have to modify the permit. Otherwise, you are all set! Have a good day! Adam Wozniak Colorado Department of Public Health and Environment Air Pollution Control Division 4300 Cherry Creek Drive South Denver, CO 80246 303-692-3160 303-782-0278 (fax) »> "Jordan, Doug" <DJordangepco.com> 6/16/2008 9:45 AM >» Adam, in revisiting the Land Development Permit for our Piceance Creek Gathering System/Pipeline (08R80625L), it appears that the issued permit reflects the township -ranges - sections as being located in Rio Blanco County. The township -sections -ranges are actually located in Garfield County. The represented township -ranges -section are correct but the county is not correct. In revisiting the application I submitted, T noted that 1 did indicate that the project would be in both Rio Blanco and Garfield Counties. However, at this time the activities are only in Garfield County in the township -section -ranges indicated. Do we need to modify the issued permit to reflect Garfield County or does the township - section -range take "precedence" over the "incorrect" county listing (Rio Blanco), Douglas Jordan Manager, Environmental Permitting EHS&T Department EPCO, Inc Providing Services to Enterprise Products and TEPPCO 2 c La fa. U N N mix dilau. LC °.21 y 57„ 31 m c 'G y C UX cm V0011 U m .5IQ R rie ym Si 0. �_ z N4 i" III lA il 9a am � E U2 .8 2 .1,/,„Eco te 0a, g.ZSliggl"?_00Y E2 Cp' vbvja v � b 5 a yC' t m 2Ut—al azz E cizua9 m, ° a • 0 a cc -c a.,1 0) a'u o nm 5.� DSMD3U' oC>}t • • • • DESIGNATED CRITICAL RESOURCE WATERS IN COLORADO O C D _" O 8 c Aga 0 U3. 113mEroM cso co so e engu-P 0 0a 0 U 4 owg$ 1c:U 113-$1.5. 0 WA 02.s. 4852 U V S (0 U U c 00 w •c •Q 7 y� O t ° 01 $ 262 mge topaz EEE, n ROU"m U m ® c asw13 w11) 117) rt N m O) _ y c 'GAO _ N asa as 2o�1E. L9 �n . m `I cv mZM LS'Q, Q. E I 00al Ei 3" ca '0 r = Z m If'1 Ul LL •��C .p N p mg Ila! ( ii -008061 6 ma 2q,.. 1' -a 4"- (-.) .c ix?" 2 -t51 .oa7.02° i 13 03 :c & g m t- 2vU7'Ernp,C o8- 2m@ei— ,, y m a o l`rU131coac1 Y 1 og�a Bg C Sin- ai 1$40312_ eel N +m v a. $� c' i); re a .f 5 g -L ?-� m•` m u7 �^ co ° $1caa a a }ro p} j6mew 2� '0 0 =.4-0= Cif _ C 3 c�LnrnmScm�o off— L gm e m 4 cow- 4 ca 6-5)n m �°�'oc-m o --w a2( g FroZ � c c = c � a Gc > � � IY �•Sl+ tool �°�o -v .- 000••" -C. - OM LW lE ,a55 ,witi: % t0.czes mt. mavtimmaoc2 .cT5c1� w .ay al05 N 0 t7 CA 5dmO 'em EC &I'mLL0,p Cto''<`21N r Elszse7Io c m -7,5m amu..ml- qog c E 2-g o 2. -E E 6Q'o c ..1 (TWZi:212wgagnt(gp°§ QQ _ pp ■ • • • • Pa q � C1 R N Q • • e a cur �0 c cN 4 STATE OF COLORADO COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT AIR POLLUTION CONTROL DIVISION TELEPHONE: (303) 692-3150 CONSTRUCTION PERMIT PERMIT NO: DATE ISSUED: ISSUED TO: 08ME0147L March 19, 2008 ENCANA OIL & GAS (USA), INC FINAL APPROVAL THE SOURCE TO WHICH THIS PERMIT APPLIES IS DESCRIBED AND LOCATED AS FOLLOWS: Land development project known as the Collbran Pipeline Project, located in several Sections, T7, 8, & 9S, R95, 96 & 97W, Mesa & Garfield Counties, Colorado. THE SPECIFIC EQUIPMENT OR ACTIVITY SUBJECT TO THIS PERMIT INCLUDES THE FOLLOWING: Overlot grading and associated construction activities. THIS PERMIT IS GRANTED SUBJECT TO ALL RULES AND REGULATIONS OF THE COLORADO AIR QUALITY CONTROL COMMISSION AND THE COLORADO AIR POLLUTION PREVENTION AND CONTROL ACT G.R.S. (25-7-101 et seq), TO THOSE GENERAL TERMS AND CONDITIONS INCLUDED IN THIS DOCUMENT AND THE FOLLOWING SPECIFIC TERMS AND CONDITIONS: The fugitive particulate emission control measures listed on the attached page (as proposed iri the Fugitive Dust Control Plan submitted to the Division) shall be applied to the fugitive particulate emission producing sources as required by Regulation No. 1 2. This pert -nit shall expire on 2115/2009, Adam Woz Permit Eng(gjeer AIRS ID: 078/00191001 By R K Hancock 111, P F. Unit Leader • Page 1 of 3 ENCANA OIL & GAS (USA), INC Permit No. 08Me0147L Final Approval Colorado Department of Public Health and Environment Air Pollution Control Division PARTICULATE EMISSIONS CONTROL PLAN THE FOLLOWING PARTICULATE EMISSIONS CONTROL MEASURES SHALL BE USED FOR ENFORCEMENT PURPOSES ON THE SOURCES COVERED BY THIS PERMIT, AS REQUIRED BY THE AIR QUALITY CONTROL COMMISSION REGULATION NO 1. THIS SOURCE IS SUBJECT TO THE FOLLOWING EMISSION GUIDELINES: a. All Activities - Visible emissions not to exceed 20%, no off -property transport of visible emissions. b. Haul Roads - No off -property transport of visible emissions shall apply to on-site haul roads, the nuisance guidelines shall apply to off-site haul roads. c. Haul Trucks - There shall be no off -property transport of visible emissions from haul trucks when operating on the property of the owner or operator. There shall be no off -vehicle transport of visible emissions from the material In the haul trucks when operating off of the property of the owner or operator. Control Measures 1 All unpaved roads and other disturbed surface areas on site shall be watered as necessary to prevent off -property transport of visible fugitive particulate emissions. 2. Vehicle speed on all unpaved roads and disturbed areas shall not exceed a maximum of 15 mph. Speed limit signs shall be posted. 3. All disturbed soil shall be compacted on a daily basis to within 90%© of maximum compaction. 4 All disturbed surface areas shall be revegetated according to the information submitted by the applicant with the permit application. 5. Surface area disturbed shall be minimized as described in the information submitted by the applicant with the permit application. 6. Gravel entryways shall be utilized to prevent mud and dirt carryout onto paved surfaces. Any mud and dirt carryout onto paved surfaces shall be cleaned up daily. 7. No earth work activities shall be performed when the wind speed exceeds 30 miles per hour. AIRS ID: 078/0019/001 Page 2 of 3 ENCANA OIL & GAS (USA), INC Permit No. O8Me0147L Final Approval Colorado Department of Public Health and Environment Air Pollution Control Division GENERAL TERMS AND CONDITIONS: (IMPORTANT! READ ITEMS 5,6,7 AND 8) 1. This permit is issued in reliance upon the accuracy and completeness of information supplied by the applicant and is conditioned upon conduct of the activity, or construction, installation and operation of the source, in accordance with this information and with representations made by the applicant or applicant's agents. It is valid only for the equipment and operations or activity specifically identified on the permit. 2. Unless specifically stated otherwise, the general and specific conditions contained in this permit have been determined by the APCD to be necessary to assure compliance with the provisions of Section 25.7-114.5(7)(a), C.R.S. 3. Each and every condition of this permit is a material part hereof and is not severable. Any challenge to or appeal of, a condition hereof shall constitute a rejection of the entire permit and upon such occurrence, this permit shall be deemed denied ab inilio. This permit may be revoked at any time prior to final approval by the Air Pollution Control Division (APCD) on grounds set forth in the Colorado Air Quality Control Act and regulations of the Air Quality Control Commission (AQCC), including failure to meet any express term or condition of the permit. If the Division denies a permit, conditions imposed upon a permit are contested by the applicant, or the Division revokes a permit, the applicant or owner or operator of a source may request a hearing before the AQCC for review of the Division's action. 4. This permit and any required attachments must be retained and made available for inspection upon request at the location set forth herein. With respect to a portable source that is moved to a new location, a copy of the Relocation Notice (required by law to be submitted to the APCD whenever a portable source is relocated) should be attached to this permit. The permit may be reissued to a new owner by the APCD as provided in AQCC Regulation No. 3, Part 8, Section 11.B. upon a request for transfer of ownership and the submittal of a revised APEN and the required fee. 5. Issuance (Initial approval) of an emission permit does not provide "final" authority for this activity or operation of this source. Final approval of the permit must be secured from the APCD in writing in accordance with the provisions of 25-7-114.5(12)(a) C.R.S. and AQCC Regulation No. 3, Part B, Section 111.0. Final approval cannot be granted until the operation or activity commences and has been verified by the APCD as conforming in all respects with the conditions of the permit. If the APCD so determines, it will provide written documentation of such final approval, which does constitute "final" authority to operate. Compliance with the permit conditions must be demonstrated within 180 days after commencement of operation. 6. THIS PERMIT AUTOMATICALLY EXPIRES IF you (1) do not commence construction or operation within 18 months after either the date of issuance of this permit or the date on which such construction or activity was scheduled to commence as set forth in the permit, whichever is later; (2) discontinue construction for a period of 18 months or more; or (3) do not complete construction within a reasonable time of the estimated completion date. Extensions of the expiration date may be granted by the APCD upon a showing of good cause by the permittee prior to the expiration date. 7 YOU MUST notify the APCD at least thirty days (fifteen days for portable sources) prior to commencement of the permitted operation or activity. Failure to do so is a violation of Section 25-7- 114.5(12)(a), C,R.S. and AQCC Regulation No. 3, Part B, Section 111.0.1., and can result In the revocation of the permit. You must demonstrate compliance with the permit conditions within 180 days after commencement of operation as stated in condition 5. 8. Section 25-74 14.7(2)(a), C.R.S. requires that all sources required to file an Air Pollution Emission Notice (APEN) must pay an annual fee to cover the costs of inspections and administration. If a source or activity is to be discontinued, the owner must notify the Division in writing requesting a cancellation of the permit. Upon notification, annual fee bilting will Terminate. 9. Violation of the terms of a permit or of the provisions of the Colorado Air Pollution Prevention and control Act or the regulations of the AQCC may result in administrative, civil or criminal enforcement actions under Sections 25-7-115 (enforcement), -121 (injunctions), -122 (civil penalties), -12.2.1 (criminal penalties), C.R.S. AIRS ID: 078/0019/001 Page 3 of 3 To: Policy Manual From: John Niewoehner, PE Garfield County Building and Planning Department Date: October 14, 2008 RE: County Policy: (1) County Requirements for Grading Permit Applications and (2) Revegetation and Site Reclamation Guidelines Attached are two documents that provide guidance to developers that need to submit a Grading Permit or Revegetation and Reclamation Plan. Exemptions from Grading Permits: • Building Permits • Special Use Permits (SUP) and Pipeline Development Plans (PDP): NOTE: No grading permit is required for SUPs and PDPs but all grading permit requirements must be met and addressed as part of the SUP and PDP. • Other exemptions listed on the attached document `Grading Permit Requirements' (agricultural uses , exemption listed in IBC Appendix J, and small projects) Categories of Grading Permits: • Small Grading Projects - No grading permit needed: Earthwork less than 50 cu. yds. and an area disturbed by earthwork is less than 6000 sq. ft. • Minor Grading Permits: Earthwork less than 5,000 cu. yds. and an area disturbed by earthwork is less than 20,000 sq. ft. • Major Grading Permits: Earthwork more than 5,000 cu. yds. or an area disturbed by earthwork of more than 20,000 sq ft. Major Grading Permits require the submittal of (1) a Revegetation and Reclamation Plan and (2) a financial security. The 20,000 sq. ft. area used to differentiate major and minor grading permits corresponds to area used by the County Vegetation Management Department to trigger the need for a Revegetation & Reclamation Plan and a financial security. Attachments: (1) Grading Permit Requirments & (2) Revegetation and Site Reclamation Guidelines Garfield County Building & Planning Department GRADING PERMIT REQUIREMENTS A permit is required for any excavation, grading, or earthwork construction including fills and embankments. A grading permit does not permit the construction of retaining walls or other structures. EXEMPTIONS FROM GRADING PERMIT: • Agricultural Land: Grading, excavation and earthwork, including fills and embankments that are constructed solely for agricultural purposes on lands that are farms or ranches. • Small Proiects: Grading that does not exceed 50 cu. yds. of earthwork material or 6000 sq. ft. of graded area as long as grading does not change drainage patterns with respect to adjacent properties. • See Amended 2003 IBC Appendix J for other exemptions. TYPES OF GRADING PERMITS AND FEES: • Major grading: over 20,000 sq. ft. or over 5000 cu. yds $400.00 • Minor grading: less than 20,000 sq. ft. and under 5000 cu, yds $100.00 PERMIT APPLICATION & SUBMITTAL REQUIREMENTS (2 copies required): • Complete application (a one page form is available from the County) • Vicinity Map indicating section, township and range of site, proposed location of grading, and the site's relation to surrounding roads, municipal boundaries, and water bodies. • Site plan that shows the following within 100 feet of the proposed grading: (1) existing and proposed contours (see exemption below for pipelines) (ii) delineation of area to be disturbed by grading activities (iii) existing structures (iv) existing and proposed roads and driveways (v) property boundaries, right-of-ways and easements (vi) floodplains, intermittent streams, wetlands and other bodies of water • Erosion Control Plan and Details. Plan shows the location of all erosion control measures. • MAJOR GRADING PERMIT ONLY: (i) Revegetation and Reclamation Plan and detailed cost estimate for reclamation. (ii) Financial security for site reclamation. Security must be a letter of credit. Please allow County to review reclamation cost estimate before providing letter of credit. (iii) For major grading permits, the plans must be prepared and stamped by a qualified Colorado Professional Engineer. • PIPELINES ONLY: The site plan does not need to show topographic contours if the installation of the pipeline will not result in changes to the surface grade. • Approved State Stormwater Management Plan if area disturbed by grading is greater than one acre. • Soils Report: A soils report may not be required if the maximum depth of cut or fill depth is less than 15 feet and native slopes are less than 25%. • Drainage Report will be required if the County believes that grading may change drainage patterns with regard to adjacent properties, wetlands/water bodies or slopes greater than 25%. • Grading Permit Fee. See fees above for amount. (Make Check payable to: Garfield County Treasurer). PAYMENT IS REQUIRED AT SUBMITTAL. ALL PERMITS MUST COMPLY WITH THE FOLLOWING REQUIREMENTS: • Appendix J 2003 International Building Code amended. • Geologic Hazard Regulations Sec: 5.11 of the Garfield County Zoning Regulations. • Applicable Colorado Department of Public Health and Environment, Water Quality Control Division requirements. • Utility location is required prior to any grading. ATTACHMENTS: (1) Permit Application, (2) Appendix J 2003 IBC, (3) Reveg & Reclamation Guidelines (revised Oct 13, 2008, JN) Garfield County Building & Planning Department Garfield County Revegetation and Site Reclamation Guidelines Overview and Purpose: Grading Permits, Subdivision Improvement Agreements (SIAs), Pipeline Development Plans and sometimes Special Use Permits (SUPs), require the submission of: • A Revegetation and Reclamation Plan • A Cost Estimate • A Financial Security The purpose of the plan is to ensure that the development does not result in: (i) erosion and dust generation, (ii) the propagation of noxious weeds, (iii) the excessive loss of wildlife habitat and food sources, and (iv) long-term visual eyesores. The financial security allows the County to perform reclamation in the case that the developer abandons the project or does not perform adequate reclamation. Required Elements of Reveqetation and Reclamation Plan: Section 1 - Soil Handling. Includes: (i) provisions for salvaging on-site topsoil, (ii) a timetable for eliminating topsoil and/or aggregate piles, (iii) plan that provides for soil cover if any disturbances or stockpiles sit exposed for a period of 90 days or more, and (iv) erosion control and dust suppression measures and management. Section 2 — Site Revegetation and Restoration. Includes: (i) plant material list (be specific, scientific and common names required), (ii) planting schedule (to include timing, methods, and provisions for watering, if applicable), and (iii) a map of the area that will be disturbed. Section 3 — Cost Estimate. Cost estimate is used to determine the amount of the financial security. Line items within the cost estimate include: (i) mobilization, (ii) earthmoving, (iii) seed and planting, (iv) mulch, erosion control, and dust suppression, (iv) irrigation, and (v) weed management. (Note: For pipelines and projects in which existing grade is the same as final grade, a cost of $2,500/acre can used to determine the financial security.) Financial Security: Bonds may be submitted as the financial security for pipeline projects. The financial security for all other projects must be a letter of credit that is issued by a banking institution acceptable to the County and is valid for a minimum of two years. County Inspection and Release of Financial Security: When grading has been completed and vegetation reestablished, the developer (permit holder) phones County Vegetation Manager (970-625- 5495) and requests an inspection. If restoration is determined to be adequate, the County will inform the developer and release the financial security. (revised October 6, 2008, JN) GARF'IRLD COUNTY GRADING PERMIT APPLICATION 6 • 03014443 108 8th Street, Suite 401, Glenwood Springs, Co 81601 Phone: 970-945-82121 Fax: 970-384-34701 Inspection Line: 970-384-5003 www.garfield-county. con 1 Parcel N0: (this information is available at the assessors office 970.9454134) ?�a9 3 - De) f 38 2 Job Address: (if an address has not been assigned, please provide Cr, Hwy or Street Name & City) or and legal des on (y.JA.aa kiA4} i i &. 3 Lot No: Block No: Subdi Exemption: le -e— 33; o1Li1.1+1E.. 1 -is R..9',....1 4'"` m. 4 Owner: (propertty owner) emoom k Mailing Address Ph: X70 — Alt Ph; . 5 Contractor:A eint irwl0 Carinii. -The . iling dress l D g�` v.:t:. 4IA. 1 Ce/t1 Ph: ze‹.&U. L 4 MV4. ► .4 Alt Ph: ,8 - foods 6 A.rcg(hiteet/Engineser: Vl i4 Gam . y- . Mailing Address 8r 5'0. a.66E. Verfdt$4..ors Ph: 4-7S- ?WW1 Alt Ph: 7 Sq. Ft. of Grading: Cu. Yd. of Grading: 8 Describe Work: LI iawrR 4 Kars). .het- — Vag& err% 46. -04. -Ni — cnt..lar+i+-P+rt NA. 4.04.‘ canal 1 iv.) ....-40,„.„..e.," , ate' 4.41- cocoa 9 ALL UTILITIES MUST BE LOCATED PRIOR TO ANY GRADING Authority. This application for s Grading Permit must be signed by letter of authority, signed by the Owner, must be provided ),.eeal Access, A Grading Permit cannot be issued without proof of legal Other Permits. Multiple separate permits may be required: (I) State NOTICE the Owner or the property. described above, or an authorized agent. If the signature below is not that of the Owner, a separate with this Application, and adequate access to the property for purposes of inspections by the Building Department, Electrical Permit, (2) County ISDS Permit, (3) another permit required for use on the property identified above, e.g. State or Discharge Permit. is not cornmeneed within I tiO days of the date ofissuence and if work is suspended or abandoned for a period of 110 CERTIFICATION contained above is true and correct, I understand that the Building Deparnneat accepts die Application, along with the plans based upon my certification as to accuracy. a Permit will be issued granting permission to me, as Owner, to construct the structure(s) and facilities detailed on the agents will comply with provisions of any federal, state or local law regulating the work and the Garfield County Btrilding Code, 1 acknowledge that the Permit may be suspended or revoked, upon notice from the County, if the location, construction or with County Regulation(s) or any other applicable law. described above, to inspect the work. I further acknowledge that the issuance ofthe Permit does not prevent the Building if any, discovered after issuance: or (2) stopping construction or use of the structute(s) or facility(ies) if such is in violation of the work by the Building Department do not constitute an acceptance of responsibility or liability by the County of errors, omissions compliance with federal, state and local laws and County Regulations rest with me and my authorized agents, including without THE NOTICE & CERTIFICATION ABOVE: — 1/2,sra s County Highway/ Road Access or a State Wastewater Void Permit, A Permit becomes mill and void if the work authorized days atter commencement. I hereby certify that I have read this Application and that the infbrmation and specifications and other data submined by me or on my behalf (submittals), Assuming completeness of the submittals and approval of this Application, submittals reviewed by the Building Department. In oonsiderafion of the issuance of the g Permit, I agree that I and my ISDS regulalioos and applicable land use regulations (County Regutation(s)) use of the structure(s) and facility(ics), described above, arc not in compliance I hereby grant permission to the Building Department to enter the property, Official from: (1) requiring the correction of errors in the submittals, County Regulation(s) or any other applicable law, Review o€this Application, Including submittals, and inspections of or diserepancies. As the Owner, I acknowledge that responsibility for limitation m • t designer, engineer and./ or builder. I HEREB ACKN ]WLEOGE HAVE READ AND UNDERSTAND OWNERS SIGNA DATE �[[ STAFF USE ONLY I, _ Special Conditions: — ees Paid & Date: 0o`� :�a � Permit Fee: (\{ y� L'�1�V Balance Due: (�41� V Grading Permit: 2,1uss6 _4 1,,,)- Issue Date: —0L(C-) Building & Planning Dept: APPRI VAL DATE Garfield County Building & Planning Department GRADING PERMIT REQUIREMENTS AND GENERAL INFORMATION As of June 16, 2008 as per adopted Resolution #2008-87, Grading permits are required. A permit is required for any excavation, grading, or earthwork construction including fills and embankments. Permit applications can be obtained and submitted to the Garfield County Building and Planning Department. Minor grading permits will be issued within 10 working days. Major grading permits could take up to 30 working days typically to be issued. See below for additional information. PERMIT APPLICATION & SUBMITTAL REQUIREMENTS: • Complete application. • Site plan (1 copy). • Soils report. • Grading Permit Fee, see fees below for amount (Make Check payable to: Garfield County Treasurer). PAYMENT IS REQUIRED AT SUBMITTAL ALL PERMITS MUST COMPLY WITH THE FOLLOWING REQUIREMENTS: • Appendix .1 2003 international Building Code (IBC) as amended. • Geologic Hazard Regulations Sec: 5.11 of the Garfield County Zoning Regulations. • Applicable Colorado Department of Public Health and Environment, Water Quality Control Division requirements. • Utility location is required prior to any grading. FEES: , • Major grading -over 10,000 Sq. Ft or over 300`Cu. Yds $400.00 • Minor grading -less than 10,000 Sq. ft or under 300 Cu, Yds $100.00 ATTACHMENTS: • Permit Application • Appendix 3 2003 IBC • Amended to Appendix 3. G2•....FIELD COUNTY GRADING PERMIT APPLIL _ IION 108 8th Street, Suite 401, Glenwood Springs, Co 81601 Phone: 970-945-8212/ Fax: 970-384-34701 Inspection Line: 970-384-5003 www.aarf ield-countv,corn i Parcel No: (this information is available at the assessors office 970-945.9134) 2441 if OQ 2 Job Address: (if an address has not been assign please provide Cr, Hwy or S eet Name & City) or and legal description 19/ ^r At...t.i.c43.4.0e. co. 3 Lot Block No: Subd./ Exemption: . 't '1 ---AS, 1 49(csJ 4141- I. 4 Owner: (property owner) Vt. '4 1 Seed f ${ 41 • Mailing Address �j 8191 e ..g.1 es Ph:6 p {• 816 ' bstm - lull Alt Ph; 6 :,..,.. 5 Contractor: c�.tigr. 56c, Ibiling Address t +s grJet a.../C Ph: gib — vat.- ,� �fratasfsn+c�tr.�, fel—rb_trwl Ph: 4's- 799.. jell .Alt Ph-: 4 Alt Ph: 6 Architect / Engineer, Vikimepi ate.. Co . Mailing Address Sc 56 . Zbli e . ki21.444. vr. 7 Sq. Ft. of Grading: Z. I • 'c.. +--/_ 41Nv 6%.%1 — Cu. Yd. of Grading: 2401, C.`11 Co i .- 'Ar'e e,(Rg. 1-(Avv...7 — SWork: Describe er.3tr- — ALL UTILITIES MUST BE LOCATED PRIOR TO ANY GRADING An thority This application for a Grading Permit must be signed by letter of authority, signed by the Owner, must be provided se. A Grading Permit cannot be issued without proof ales] NOTICE the Owner of the property, described above, or en authorized again. If the signature below h not that of the Owner, a separate with this Application. and adequate access to the property for purposes ofinspoctiont by the Building Department Electrical Permit, (2) County I8D5 Pernsit, (3) another permit required for use on the property identified above, e.g. Slate or Discharge Permit. • is not commenced within 180 days of the date of issuance and if worst is suspended or abandoned for a period of 180 CERTIFICATION contained above is true and correct 1 understand that the Building Department accepts the Application, along with the plans based upon my eerti0catioo as to accuracy, a Permit will be issued granting permission to ma. as Owner, to construct the structure(s) and facilities detailed co the agents will comply with provisions of any federal, state or local law regulating the work and the Garfield County Building Code, 1 aclmowtedgc that the Permit maybe suspended or revoked, upon notice from the County, if the location, construction or with County Regulation(s)or any other applicable law. described above, to inspect the work 1 further aclmowledge that the issuance of the Penult does not preventtbe Building if any, discovered after issuance; or (2) stopping construction or use of the structurr(s) or facility(ies) if such is in violation of the work by the Building Department do not constitute an acceptance of responsibility or liability by the County of errors, omi setons compliance with federal, state and local laws and County Regulations rest with me and my authorized agents, including without THE NOTICE & CERTIFICATION ABOVE: i aei fag Lead 4c6 Other Permits. Multiple separate permits may ba required: (I) State County Highway/ Road Access or a Slate Wastewater Veld Permit' A Permit becomes null and void if the work authorized days after commencement. I hereby cartify that 'have reed this Application awd that the information and specification and other data submitted by me or on my behalf (submittals), Assuming compleseners of tha sebmitieis and approval of this Application, submittals reviewed by the Building Department. le consideration of the issuance of the g Permit, I agree that I and my ISDS regulations and applicable land use regulations (Coney Regulation(s)). use of the sttacturc(s) and faerlity(ies), described above, are not in compliance 1 hereby grant permission to the Building Department to enter the property, Official from; (I) requiring the correction of errors in the submittals, County Regulation(s) or any otherapplicable law, Review of Ibis Application, including submittals, and inspections of or discrepancies. • the Ownet,1 acknowledge that responsibility ibr limitation • : chi - t designer, engineer and/ orbuil dm. I NE' ' c ' ACK14 EDGE VE READ AND UNDERSTAND O RS SIGNAT DATE • STAFF USE ONLY - 1 fi&,d cis rn ! P Special Conditions: Fees Paid & Date: Permit Fee: �\ Balance Due: inkrne Grading Permit: 6- P,MZ--LACI Issue Date: '-- 0 r1-11—°8 Building & Planning Dept: d Aa.t i -4..j� e' ./'2:> /'z' DATE APPRO STANDARD FORM 7.99 (1.0.006) Proscribed byDOlUSDA/DUi PL 96487 and Federal Register Notice 5-22-91 APPLICATION FOR TRANSPORTA11ON AND UTiUTY SYSTEMS AND FACILMES ON FEDERAL LANDS FORM APPROVE,f) OMB NO. 1004-0189 Expires: November 30, 2008 NOTE Before completing and filing the application, the applicant should completely review this package and schedule a preapplication meeting with representatives of the agency responsible for processing die application. Each agency may have specific and unique requirements to be met in preparing and processing the application. Many times, with the help of the agency representative, the application can be completed at the preapplication meeting. FOR AGENCY USE ONLY Application Number 5- . Name and address of applicant (include:.ip code) ENTERPRISE GAS PROCESSING, LLC P.O. bOX 1298 GRAND JUNCTION, CO 81502 2. Name, tide, and address of authorized agent if diffc cnt from Item i (include sip code) 3. TELEPHONE (area code) Applicant Authorized Agent 4. As applicant are you? (check one a_ individual b. ,/ Corporation* Partnership/Association* d. State Govcmment/StateAgency e. Local Government f. Federal Agency e If checked, complete supplemental page 5. Specify what application is for: (check one) a ✓ New authorization b Renewing existing authorization No. e Amend existing authorization No. d. Assign existing authorization No. Existing use for which no authorization has been received* Others e. f. *If checked provide details under Item 7 6. If an individual, or parinetship are you a citizen(s) of the United Stales? [ Yes ® No 7. Project description [describe in detail): (a) Type of system or facility, (e.g,, canal, pipeline, road); (b) related stmetures and facilities; (c) physical specifications (length, width, grading, etc.); (d) term years needed; (e time of year of use or operation; (f) Volume or amount d product to be transported; (g) duration and timing of construction; and (h) temporary work areas n for construction (Attach additional sheets, ifadditional space is needed) The proposed pipetlne will be a 16" diameter Natural Gas Pipeline which will include other above ground and related facilities. This pipeline will connect a previously permitted pipeline in Sec. 19 TSS, RO6W to the existing 36" PCP pipeline located ha Sec. 7, TSS, R96W. There will be two portiones of BLM land on this pipeline which are located in Sec. 18, TSS, R96W(3,O81.5'), and Sec. 7, T5S, R96W(1,697,2') for a toted of 4778.7 or 5.49 acres. ENTERPRISE GAS PROCESSING, LLC is regtrettthig an additional 35' to be used for n I UA during construction. ENTERPRISE GAS PROCESSING, LLC Is requesting this pipeline ROW for a terra of 30 yews. 8. Attach a map covering area and show location of project proposal 9. State or local government approval: 10. Nonreturnable application fee. EJAtrawled ONnt required 11, Does project cross international boundary or affect international waterways? Yes 12. Give statement of your technical and financial capability to construct, operate, maintain, and gate system for which authorization is being requested. ENTERPRISE GAS PROCESSING, LLC is awned in the business of gathering and proonhtg natural gas from varices producers In the area. We are technically and finandaily capable of constructing and maintaining this project. fNo (If "yes," indicate on map) (Continued on page 2 ) This form is authorized for local reproduction. 3a fibe cr r e c routes : m • -. coni The pkpoloe was selected as the creat logical one to create the least amount of disturbance and dierupdon to the surface of the land. b. Why were these alternatives not selected? N/A c. Give explanation as to why it is necessary to cross Federal Lands The plpeine route follows ung ROW's that arose federal (BLM) lands. It Ls neieary to cross these lands to transport the natural gas to processing facilities and markets. 14. List authorizations and pending applications fled for similar projects which may provide information to the authorizing agency. (Specify number,dare, code, or name) N/A 15. Provide statement of need for project, including the economic feasibility and items such as: (a) cost ofproposal (consiracatrm, operation, and mainienance), (1 estimated cost of next best alternative; and (c) expected public benefits. The pipeline is the only viable and economically feasible form of transportation for natural gas. The total project coat has not ben determined tit this time. There is no alternate route of which 1 am aware. Pubs% benefits will be an increased supply of natural gas. 16. Describe probable effects on the population in the area, including the social and economic aspects, and the rural lifestyles. None 17. Describe likely environmental effects that the proposed the COMM! or structural change on any stream or other and soil stability, These have been covered In the Plan Of Developement (Construction and Use Plan) attached. act will have on_ (a) air quality; (b) visual impact; (c) surface and ground water quality and quantity; (d of water, (e) existing noise levels; and (f) the surface of the land, including vegetation, permafrost, soil 18. Describe the probable e'ccis that the propos., project will have on (a) pot ahons of sh, plantlife, +life, and marine life, including theca and endangeres species; and (b)marine mammals, including hunting, respiring, collecting, orkilling these animals. These !terns will be covered in the Environmental AsseSInCrrt prepared by the BLM. 19. State whether any hazardous material, as defined in this paragraph, will. he used resod, transported or stored on or within the right-of-way or any dike right-of-awefacilities, or used in the construction, operation, maintenance or termination of the tight -of -way or any of its faciltie. '7iazardOus material' means any substance pollutant or contaminant that is listed as hazardous under the Comprehensive Eavironntculalg esponse Compensation, and Liability Act of 1980, as amended, 42 U.S.C. 9601 et seq., and its regulations. The definition of hazardous substances under CTRCLA includes any "harardous waste" as defined in the Resource Conservation an Recovery Act of 197 CRA), as amended, 42 U.S.C. 9601 et seq., and its regulations. The term hazardous materials also includes any nuclear or hypo:Aid materia as defined by the Atomic Energy Act of 1954, as amended, 42 U.S.C. 2011 et meq. The tam does not include petroleum, including crude oil or any fraction thereof the is not otherwise specifically listed or designated as a hazardous substance under ChKCLA Section 101(14), 42 U.S.C. 9601(14), nor does the term include natural gas - None will be used. 20. Name all the Departmcnt(s)lAgency(ies) where this application is being filc9d. %%ream of Land Management -White River Field Office. 4,1FREI3Y CERTIFY, That i am of legal age and authorized to do business in the State and that !have parsimony examined the information contained in the application and :licve that the information submitted is correct to the best of e. Signature of Applicant Title ill, U.S.0 Section 1001 and Ti 3 ti:SC. on 1212, make it a crime for any person knowingly -and willfully to make to any department or agency of the U States any false, fictitious, or fraudulent statcmcnor representations as tormy__maticx within rldlunsdicnoa (Continued an page 3 ) (SF -299. ire 2 APPLICATION FOR TRANSPORTATION AND UTILITY SYSTEMS AND FACILITIES ON FEDERAL LANDS GENERAL. INFORMATION ALASKA NATIONAL INTEREST LANDS rs application will he used when applying for a righttof-way, permit, license, lease, or certificate for the use of Federal !ands which lie within conservation system units and National Recreation or Conservation Areas as defined in the Alaska NationiI Interest Lands Conservation Act. Conservation system units include the National Park System, National Wildlife Refuge System, National Wild and Scenic Rivers System, National Trails System, National Wilderness Preservation System, and National Forest Monuments. Transportation and utility systems and facility uses for which the application may be used are: 1. Canals, ditches, flumes, Iaterals, pipes, pipelines, tunnels, anti other systems for the transportation of water. 2. Pipelines and other systems for the transportation of liquids other than water, including oil, natural gas, synthetic liquid and gaseous fuels, and any refined product produced therefrom. 3. Pipelines, slurry and emulsion systems, and conveyor belts for transportation of solid materials. 4. Systems for the transmission and distribution of electric energy. 5. Systems for transmission or reception of radio, television, telephone, telegraph, and other electronic signals, and other means of communications. 6. Improved rights-of-way for snow machines, air cushion vehicles, and all -terrain vehicles. 7. Roads, highways, railroads, tunnels, tramways, airports, landing strips, docks, and other systems of general transportation This application rent be filed simultaneously with each Federal ',raiment or agency requiring authorization to establish and operate .n` proposal. In Alaska, the following agencies will help the applicant file an application and identify the other agencies the applicmri should contact and possibly file with: Department of Agri carllure Regional Forester, Forest Service (USES) Federal Office Building, P.O. Box 21628 Juneau, Alaska 99802-1628 Telephone: (907) 586-7847 (arra local Forest Serviou Office) Department of the Interior Bureau of Indian Affairs (13IA) Juneau Area Office 9109 Mendenhall Mall Road, Suite 5, Federal 13uitding Annex Juneau, Alaska 99802 Telephone: (907) 586-7177 Bureau of Land Management (BLM) 222 West 7th Ave., Box 13 Anchorage, Alaska 99513-7599 Telephone: (907) 271-5477 (or a local BIM Office) National Park Service (NPS) Alaska Regional Ofilce, 2525 Gambell St., Rm. 107 Anchorage, Alaska 99503-2892 Telephone: (907) 257-2585 U.S,Fish&Wildlife Service (FWS) Office of the Regional Director 1011 Fast Tudor Road Anchorage, Alaska 99503 Telephone: (907) 786.3440 ..otc-Filings with any Interior agency may be filed with any office noted above or with the: Office of the Secretary of the Interior, Regional Environmental Officer, Box 120, 1675 C Street, Anchorage, Alaska 99513. Department of Transportation Federal Aviation Administration Alaska Region AAL- 4,222 West 7th Ave., Box I4 Anchorage, Alaska 99513-7587 Telephone: (907) 271-5285 NOTE- The Department of Transportation has established the above central filing point for agencies within that Department. Affected agencies are: Federal Aviation Administration (FAA), Coast Guard (USCG), Federal Highway Administration (FHWA), Federal Railroad Administration (FRA). OTHER JW1N AJASKA NATIONAL INTERF,SFIANDS Use of this form is not limited to National Interest Conservation Lands of Alaska. Individual departments/agencies may authorize the use of this form by applicants for transportation and utility systems and facilities on other Federal lands outside those areas described above. For proposals located outside of Alaska, applications will be filed at the local agency office or at a location specified by the responsible Federal agency. SPECIFIC INSTRUCTIONS (hems not listed are self-erplanaiory) Item 7 Attach preliminary site and facility construction plans. The responsible agency will provide instructions whenever specific plans we required. 8 Generally, the map must show the section(s), township(s), and ranges within which the project is to he located. Show the proposed location of the project on the map as accurately as possible. Some agencies require detailed survey maps. The responsible agency will provide additional instructions. 9, 10, and 12 - The responsible agency will provide additional instructions. 13 Providing information on alternate routes and modes in as much detail as possible, discussing why certain mutes or modes were rejected and why it is necessary to cross Federal lauds will assist the :,;ency(ies) in processing your application and reaching a final decision. Include only reasonable alternate routes and modes as related to current technology and economics. 14 The responsible agency will provide instructions. 15 Generally, a simple statement of the purpose of the proposal will be sufficient. However, major proposals located in critical or sensitive areas may require a full analysis. with additional specific information. The responsible agency will provide additional instructions. 16 through 19 - Providing this information in as much detail as possible will assist the Federal agency(ies) in processing the application and reaching a decision. When completing these items, you should use a sound judgment in furnishing relevant information_ For example, if the project is net near a stream or other body of water, do not address this subject. The responsible agency will provide additional instructions. Application mast be signed by the applicant or applicant's authorized representative. If additional space is needed to complete any item, please put the information on a separate sheet of paper and identify it as. "Continuation of Item'. (For supplemental, seepage 4) (SF -299, page 3, SUPPLEMENTAL NOTE: 'pherrspansible en jai will provide add CHECK APPROPRIATE - BLACK I » PRIVATE CORPORATIONS ATTACHED PILED' a ArticicaofIncorporation I""'t 1❑ ❑ b. Corporation Bylaws ❑ c. A certification from the Slide showing the corporation is in good standing end is entitled to operate within the State. 0 0 d Copy of resolution authorizing !Ring 0 ❑ c, The name and address of each shareholder owning 3 percent or more of the shires, together with the number and Percentage of any class of voting shares of the entity which such shareholder is authorized to vote and the name and address of each affiliate attic entity together with, in the rax of an affiliate controlled by the entity, the number of shares and the percentage of any class at voting stock of that affiliate owned, directly or indirectly, by that entity, and in the rase of an affiliate which controls that entity, the mintier of shares and the percentage of any class of voting stock of that entity owned, directly or indirectly, by the affiliate_ . f If application is for an oil or gas pipeline, desaibe any related right-of-way or temporary use permit applications, and identify previous applications ❑ ❑ g If application is for an oil and gas pipeline, ideality all Federal panda by agency impacted by proposal. ❑ 1—t �J 11 -PUBLIC CORPORATIONS a Copy of law forming corporation 0 b. Proof of organization ©++ 0 c. Copy of Bylaws ❑ 0 d. Copy ofresolution authorizing filing ❑ ❑ e. If application is for an oil or gas pipeline, provide information required by Item "1-f" and "1•g" above. ❑ 0 171- PARTNERSHIP OR OTHER UN N ORPORAT D F.N ffY a. Articles of association, if any 0 0 b. If one partner is authorized to sign, resolution authorizing action is 0 0 c. Name and address of eath participant, partner, association, or other 0 ... 0 d_ If application is for ao oil or gas pipeline, provide information required by Item "I -f" and "1-g' above. 0 0 a Hale required information is already filed with the agency processing thia application and is current; check block entitled 'Filed," Provide the file identification information (e.g., number, date, code, name). if not on file or current, attach the requested information. (Continued on page 5) (SF -299f pago 4) NOTICES NOTE: This applies to the Department of the interior/Bureau of Land Management (BLM). The Privacy Act of 1974 provides that you be furnished with the following information in connection with the information provided by this application for an authorization, AUTHORITY: 16 U.S.C. 310 and 5 U,S.C. 301. PRINCIPAL PURPOSE: The primary uses of the records are to facilitate the (1) processing of claims or applications; (2) recordation of adjudicative actions; and (3) indexing of documentation in cast files supporting administrative actions. ROUTINE USES: BLM and the Department of the Interior (DOI) may disclose your information on this form: (1) to appropriate Federal agencies when concurrence or supporting information is required prior to granting or acquiring a tight or interest in lands or resources; (2) to members or the public who have a need for the infonnatiorr that is maintained by BLM for public record; (3) to the U.S. Department of Justice, court, or other adjudicative body when DOI determines the information is necessary and relevant to litigation; (4) to appropriate Federal, State, local, or foreign agencies responsible for investigating, prosecuting violation, enforcing, or implementing this statute, regulation, or order; and (5) to a congressional office when you request the assistance of the Member of Congress in writing. • EFFECT OF NOT PROVIDING THE INFORMATION: Disclosing this information is necessary to receive or maintain a benefit Not disclosing it may result in rejecting the application. The Paperwork Reduction Act of 1995 requires us to inform you that: The Federal agencies collect this information from applicants requesting right -of --way, permit, license, lease, orcertifications for the use of Federal Lands. Federal agencies use this information to evaluate your proposal. No Federal agency may request or sponsor, and you are not required to respond to a request for information which does not contain a currently valid OMB Control Number. BURDEN HOURS STATEMENT: The public burden for this roma is estimated at 25 hours per response including the time for reviewing instructions, gathering and maintaining data, and eornpleting and reviewing the form. Direct comments regarding the. burden estimate or any other aspect of this form to: U.S. Department of the Interior, Bureau aflame' Management (1004-0189), Bureau Information Collection Clearance Officer (WO -630) 1849 C Street, N.W., Mail Stop 401 IS, Washington, D.C. 20240. A reproducible copy of this form may be obtained from the Bureau of Land Management, Land and Realty Group, 1620 L Street, N.W., Rm. 1000 LS, Washington, D.C. 20036. (SF -299, page 5) "EXHIBIT A" CONSTRUCTION, OPERATION AND MAINTENANCE PLAN PROPOSED MARATHON TRUNKLINE ENTERPRISE GAS PROCESSING, LLC applies for a natural gas pipeline right-of-way under Section 28 of the Mineral Leasing Act of 1920, as amended (30 U.S.C. 185). PROJECT DESCRIPTION A. This is a proposed 16" Natural Gas Pipeline that will connect a previously permitted pipeline in Sec.19 to the Enterprise Gas Processing, LLC PCP pipeline. B. A 16" pipeline and related facilities (including valves, metering equipment and dehydrator). C. The proposed pipeline will connect a previously permitted pipeline in Sec.19 T5S, R96W to an existing 36" pipeline (PCP) in the NE/4 Sec. 7, T5S, R96W. The pipeline route will utilize approximately 4778.7`of BLM land and approximately 1046.22'of Private land in, Rio Blanco County, Colorado. A map with the proposed route of the pipeline highlighted is attached. A right-of-way is requested for an area approximately 4778.7' in length with a 50' Permanent Right Of Way and an additional 35' Temporary use area to total an 85' construction width. There will be 5.49 acres of BLM land used for the permanent right of way and an additional 3.84 Acres used for the temporary use area. There will be an off site staging area utilized for this project as to not add any additional disturbance. D. The pipeline will be in operation year-round. E. The volume of the natural gas is not known at this time. F. Construction will begin upon completion of the well and upon BLM authorization. G. PRE -CONSTRUCTION A. The pipeline will run North paralleling an existing pipeline through Sec. 19 on private lands where it will go into BLM lands in SW/4 of the SE/4 of Sec. 18, T5S, R96W and continue North into private lands into the SE/4 of the NE/4 in Sec. 18, T5S, R96W. Where the pipeline will continue to follow North to BLM lands in the SE/4 of the SE/4 of Sec. 7, T5S, R96W. The pipeline will then go through the BLM lands in Sec. 7 then go into private lands again in the SE/4 of the SE/4 of Sec. 7, T5S, R96W. The pipeline will parallel the existing pipeline north and tie into the existing 36" PCP pipeline. ENTERPRISE GAS PROCESSING, LLC shall comply with all applicable federal, state and local laws and regulations as they relate to public health, safety and environmental protection in the construction, operation, and maintenance of this facility. No toxic substances will be stored or used on the right-of-way. B. All safety measures have been considered in the design, construction, operation and maintenance of the facility. ENTERPRISE GAS PROCESSING, LLC will have inspectors present during construction. Any accidents to persons or property on federal lands will immediately be reported to the authorized officer. C. An archaeologist was contracted to complete a cultural resource inventory for the proposed route. The report has been submitted to the Grand Junction BLM Field Office. If any cultural remains, monument sites, objects or antiquities subject to the Antiques Act of June 8, 1906, or Archaeological Resources Protection Act of 1979, are discovered, the activities shall cease immediately and the responsible authorized officer shall be notified. 1 If any fossils are discovered during construction, the operator shall cease construction immediately and notify the authorized BLM officer so as to determine the significance of the discovery. D. Environmental Effects. 1. Air Quality. Because of the minimal scope of the project and the short duration of construction activities, no adverse impacts to air quality are expected. 2. Visual Impact. Aboveground structures shall be painted to blend with the surrounding landscape. Visual quality objectives for this land management unit shall not be adversely impacted. 3. Water Quality. The proposed facility does not cross any perennial streams that are located on federal lands, and should not affect surface or ground water quality and quantity. 4. Noise. Noise from the construction activities will create a temporary disruption of ambient conditions; however, any disruption should be of relatively short duration. 5. Aesthetics. The construction of the proposed facility will not have any significant impact on the surrounding environment. Any actual construction impacts will be temporary. H. CONSTRUCTION A. Trenches for the pipeline will be 4-5' deep, except at road crossings where the depth will be 6'. The width of the trench will be 16" if a trencher is used or 24" if a backhoe is used for digging. The type of equipment used will be determined at the time of construction. Every effort will be made to notify the BLM of the equipment used before construction begins. All working area will be confined to the access road and borrow ditch. No more trench that can be successfully back filled and compacted in a ten-day period will be opened at any time and soft plugs will be placed ever 1/4 mile and when stringing pipe one joint of pipe will be set back every 1/4 mile. ENTERPRISE GAS PROCESSING, LLC will install shoefly at all road crossings for traffic control. B. Notification. Your office will be notified at least 72 hours prior to the start of construction and 72 hours prior to surface reclamation work. C. Saturated Surfaces. All construction and maintenance activities shall cease when soils or road surfaces on federal lands become saturated to the extent that construction equipment is unable to stay within the right-of-way and/or when activities cause irreparable harm to roads, soils or live flowing streams. No frozen soils will be used for construction purposes or trench back filling. D. Frozen Ground. ENTERPRISE GAS PROCESSING, LLC will use the six step frozen ground procedure during frozen ground conditions. E. A minimal amount of vegetation will be cleared from the requested right-of-way. The top minimum 6 inches of topsoil will be removed and conserved during excavation and reused as cover on the disturbed areas to facilitate re -growth of vegetation. Trenching will be done using either a backhoe or trencher. Sideboom tractors will be used to place the pipeline in the trench after the pipe has been welded and coated. After the pipeline is in place, the soils from the trench will be returned and compacted to prevent subsidence. Compaction of the trench will be done after approximately 2' of fill and again after leveling the surface. F. The pipeline will be tested prior to being placed in service. One of the three following practices will be used on this project: 1). Clearwater Hydro test- Clean water will be trucked in from a licensed supplier, used to test the pipe and discharged at o point designated on the map. 2). Nitrogen test- The pipeline will be pressurized with nitrogen then released. 2 3). Methanol Water test- If the pipeline is constructed in winter conditions, methanol water may be used to prevent freezing. The pipe will be pressurized with the methanol water, then the water will be captured in tanks and trucked off-site and disposed of in a legal manner. G. All construction equipment and vehicles shall be confined to using existing roads, two -tracks and the right-of-way. 1. POST CONSTRUCTION A. Disturbed areas. All disturbed areas will be final graded to as close as possible to its original condition. B. Erosion. Erosion control structures such as water bars or "kicker dikes" will be constructed on all disturbed slopes. General guidelines for installation of water bars are: less than 5% grade normally none; 5% to 15% grade, approximately 200 ft. intervals; 15% to 25% grade, approximately 100 ft. intervals; 25% or greater grade, approximately 50 ft. intervals. A certain degree of latitude is allowed in the water bar interval spacing. Erosive soils may require a closer spacing, whereas the spacing may be greater on less erosive soils or rock. A conservative (close) interval spacing is, the general recommendation. A channel grade of 2% is recommended from the waterbreak to the natural ground elevation. The waterbars should be constructed so they follow the horizontal contour and divert downhill runoff into nearby vegetation. C. Drainage's. Any drainage encountered during construction will be cleared of dirt and debris and backsloped as near as possible to their original condition to allow for continuance of the previous flow pattern. The wing ditches will be reopened below culverts after the trench is refilled. D. Painting. All aboveground facilities will be painted with the BLM required color as to blend in with the surrounding area. E. Pipeline markers will be installed within line of sight only without voiding safety issues. F. All tin horns and portable drip catchers, if used, will be covered and barricades will be installed around all above ground facilities. G. Seeding. ENTERPRISE GAS PROCESSING, LLC will seed all disturbed areas with the following BLM seed mixture: Grasses To be determined by the BLM Field Office. Forbes To be determined by the BLM Field Office. Shrubs To be determined by the BLM Field Office. The seedbed will be prepared by disking or ripping following the natural contour of the land. Drill seed will be contoured at a depth no greater than 1/2 inch. In the areas that cannot be drilled, the seed will be broadcast at double the above seeding rate and harrowed in the soil. Certified seed will be used. Seeding will occur during spring or late fall seasons when ground frost is not present. J. SPECIAL CONSIDERATIONS A. Waste Disposal. All waste caused by construction activities will be removed and disposed of in an authorized area or approved landfill. 3 B. Pesticide Use. ENTERPRISE GAS PROCESSING, LLC will comply with the applicable federal and state laws and regulations concerning the use of pesticides. The authorized officer shall approve any use of pesticides, in advance. C. ENTERPRISE GAS PROCESSING, LLC shall be responsible, to every extent possible, to control noxious weeds within the right-of-way. K. ABANDONMENT A. Prior to abandoning the facilities, ENTERPRISE GAS PROCESSING, LLC will submit a Plan of Abandonment to the authorized officer for approval. 4 Enterprise Products' July 16, 2008 ENTERPRISE PRODUCTS PARTNERS LP ENTERPRISE PRODUCTS OPERATING LLC R. K. "Chip" Hancock, 111 Colorado Department of Public Health & Environment Air Pollution Control Division 4300 Cherry Creek Drive South, APCD-SS-B1 Denver, CO 80246-1530 ENTERPRISE PRODUCTS GP, LLC, GENERAL PARTNER ENTERPRISE PRODUCTS OLPGP, INC., SOLE MANAGER Federal Express 8623 6321 1473 Re: Roan Plateau Compressor Station Construction Permit Application Dear Mr. Hancock; Enterprise Products Operating, LLC is submitting this permit application to construct the above referenced compressor station in Garfield County, Colorado. Air Pollution Eiiiission Notice (APEN) forms and supporting documentation are provided for the following equipment at the station: 6 Caterpillar 3616 Engines 3 Caterpillar 3516 Engines (only 2 will run at any one time) Onan 7.5 JB Generator 1 Line Heater I Process Flare 5 436 Bbl Tanks Fugitive Emissions Truck Loading 2 Dchyclration Units Total Emissions from all sources are provided below: Emissions SuniInary (Tonsly_r) Facility IrNOx {co vocs ilAi's w Roan Plateau Compressor Station 197.1 137.6 98.4 11.5 j Modeling results arc included with this submittal showing ambient air quality impacts from the facility. Ifyou have any questions or require additional information, please contact Andy Price at (432) 528-2777. Sincerely, Shiver J. flan Sr. Compliance Administrator P. O.BOX 4324 HOUSTON, TX 77210-4324 713.880.6500 2727 NORTH LOOP WEST HOUSTON, TX 77008=1044 www.epplp.cam Nolan, Shiver From: Price, Robert Sent: Tuesday, July 15, 2008 1:58 PM To: Nolan, Shiver Subject: Roan Plateau Permit Attachments: Roan Plateau Cover July 15 2008.doc Shiver, The permit application is coming Fedex. We will need a check in the amount of $1079.64 to the Colorado Department of Public Health and Environment. Attached is a cover letter you can use. If you need electronic versions of any of the other permit documents, please let me know. Thanks! Andy SHIVER J. NOLAN EPCO 2727 N LOOP W HOUSTON. TX 77008 PAY TO TI1Enlo)'1 � Gf 0-g1,51/06P ]s' &5::41e.1/7A/4c. fo%/o. ��p 1),n.LARS Q JPMorganChase �9 / VALID UP TO 2500 DOLLARS JPMnrgan Chase Bank, N.A. Columbus, OH MEMO E:O11t,LL55LLI:52774651 0 65711'112 4 1234 56-1554500 441 5277465601657 ' e 11/�- 47140 4� /p79, 69 UV :IL Ile C•OF Air Pollution Control Division (APCD) - Construction Permit Application PLEASE READ INSTRUCTIONS ON REVERSE SIDE. 1. Permit to be issued to: Enterprise Products Operating LLC 2. Mailing Address: P.O. Box 4324, Houston, TX 77210 3. General Nature of Business: Natural Gas Compression, SIC code (if known) SIC 1311 4. Air Pollution Source Description: Natural gas compressor station with compressors, dehydrators, heaters, and tanks. (List permit numbers if existing source, N/A attach additional pages if needed) NIA 5. Source Location Address (Include Location Map) N'A, SW %,,Sec 33 T5S R97W. Garfield County. Is this a Portable Unit? No If portable, include the initial location and home base location Approximate center of site is UTMZ: 12 UTMH: 742250 UTMV: 4383650 6. Reason for Application: (Check all that apply) 7. P New or Previously Unreported Source Modification of Existing Source Request for Synthetic Minor Permit Other: p Date: Upo Administrative Permit Amendments ❑ Transfer of Ownership (Complete Section 9 & 10 below) ❑ Company Name Change (Complete Section 9 below) ❑ Other: 'pt of construction permit. of Leg :J ly Authorized Person of Company listed in Section 1 Terry - . urt, Senior Vice President - Operations 8. Check appropriate box if you want: 0 Copy of preliminary analysis conducted by Division ❑ To review a draft of the permit prior to issuance Acid e Date Signed Phone: (432)-686-5404 Fax: (432)-686-3292 These sections are to be completed only if a company name change or transfer of ownership has occurred. 9. Permit previously issued to: N/A 10. Transfer of Ownership Information Effective Date of Permit Transfer: N/A As responsible party for the emission source(s) listed above, I certify that the business associated with this source has been sold, and agree to transfer the permit to said party. Signature of Legally Authorized Person of Company listed in Section 9 Type or Print Name and Official Title of Person Signing Above Phone: Fax: Date Signed Mail completed application, APENs, and filing fee to: Colorado Department of Public Health and Environment Air Pollution Control Division 4300 Cherry Creek Drive South, APCD-SS-B1 Denver, Colorado 80246-1530 http://www.cdphe.state.co.us/ap/stationaiy.htraI Phone: (303) 692-3150 Revised August 2004 FACILITY AIR PERMIT DMA Company: Enterprise Products Submitted to: Andy Price Facility Name: Roan Plateau Compressor Station Submitted from: George waszek DaeclptIon: NnlU-0I Gas Compression and Dehydration Faciliy Date Submitted: 7!712008 Location: Garfield County, County (approximately 14 miles NW of Parachute, Colorado} Stza: Site Coordinates: Proeemu Conditions: 160 Mmerd Corrprenslon and Dehydration Capacity f Glx paad D.0,i1 Plateau Carnriresser S141ton Ernlaslans (uncontrolled] CO Formaldehyde ID Source hp NOx o-hp)1r lbJhr lay g-Iiphr EbMr tpy IbMr tpy 0-101 Caterpillar 33816 4,268 0.7 6.8 28.8 2.5 23.5 102.7 3.86 16.85 C-102 Caterpillar 03816 4,256 0.7 6,6 28.6 2.5 23.5 102.7 3.85 16.85 C-103 Caterpelert 3816 4,256 0.7 6.6 28,8 2.8 23.5 102.7 3.85 16.85 0-103 Caterpillar 63616 4,263 0.7 8.6 28.8 2.5 23.5 102.7 3.85 16.85 0-104 Caterpllar 03516 4,256 0.7 6.6 28.8 2.5 23.5 102.7 3.85 16.86 0.105 Caterp5ar G3816 4,258 0.7 6.8 28.8 2.5 23.8 102.7 9.85 16.85 G-101 Caterptler G35166 LE 1,816 1.0 4.0 17.6 2.6 10.4 45.6 1.84 7.20 G-102 Cal- .diarG35163 LE 1,818 1.0 4.0 17.6 2.6 10.4 45.6 1.64 7.20 .. -Engine Emission Factors (VAPfir _ - Engine hp Controls NOx CO VOC Formaldehyde Caterpillar G3818 4,645 Lean Bum wf Oxidation Catalyst 0.7 2.5 0.41 Caterpliar G35188 LE 1,618. Lear) Bum Oxidation Catalyst 1.0 2.6 0.17 Onan 7.6 JB 14 mune . PrepDaid Ranh Plateau Coropmaaar Station Emmleions ID . Source NOx CO VOC Formaldehyde IIAPs Ib/hr 1py lb/hr Ipy Ib/hr My 8+fir Ipy Ib/hr , Ipy 0-101 Caterpillar 03616 7.2 31.4 5.1 22.4 3.7 18.1 0.4 1.8 2.13 0-102 Cate illar 63818 7.2 31.4 6.1 22.4 3.7 16.1 0.4 1.8 213 0-103 Caterpillar G3816 7.2 31.4 5.1 22.4 3.7 16.1 0.4 1.8 2.13 0-104 CaterplIarG361S 7.2 31.4 5.1 22,4 3.7 18.1 0.A 1,8 2.13 0-105 Caterpillar G3616 7.2 31.4 5.1 22.4 3.7 16.1 0.4 1,8 2.13 3-101 Caterpillar G3518B LE 4.0 17.6 2.1 9.1 1.3 5.8 0.1 0.3 0.42 G-102 Caterpillar G3516B LE 4.0 17.8 2.1 9.1 1.3 5.8 0.1 0.3 0.42 E-1 Onan 7.5 JB 0.82 3.81 1.39 6.07 0.01 0.06 0.02 1-1-1 1.5 MMBtufhr Line Heater 0.13 0.59 0.11 0.50 , 0,01 0,03 T1-5 450 Rol Tanks 1.19 F-1 Fugaiyes 0.656 L-1 Truck Loading 0.43 1.87 CU-1 Flare 2.6E-05 1,2E-04 5.6E-05 2.4E434 - 0.00 0.00 0.101 Dehydration Unit #1 0.09 0.39 0.08 0.33 0.27 1.18 0-102 Dehydrati0rl Unit #2 0.09 0.39 0.08 0.33 ' 0.27 1.18 Total Facil ty Emisolons 45.0 107.1 31.4 137.8 22.1 96.4 2.2 9.0 11.5 a 0 r w q� O a y tqa 0 .Ea roal s o a 7.1 CI 4.4 Q aa) z a> 1.1 a z Section 02 —Requested Action (Check Applicable Request Boxes) Section 01 — Administrative Information M. as u a 0 z 0 W .G gQ 0 V .h ea W O = Z o a 01 Li a, 8 aas z p 'M '1,4'" Ss S O a ve 94 d a w_ Z `" o w° 0. 0 = = Z c a gCe 1 ❑ ®❑❑❑ Change Fuel or Equipment V z z U 0 W z ❑ z' 05 Le e Person To Contact: Andy Price N N z 0 0 d b 1 Section 03 — General Information i 0 a For New or Reconstructed Sources: 8 0 For Existing Sources: 0 4) a 0 co j. W pz} 6ggq2 E 0 0 A o 2 o Is74 .0 o 8 8 O C A a a 0 _ 7,1 a.. d z z z ❑❑El VI GI 41 a 1 .a a 01 8 A ;„, 0 0 1. a O P. e7 N V O 88 ao 8 LH N 0 L. 01 18a 0V� E .E b L is Ig 0 0 C a ,mp� a C 0 aqi 0 0 0 ❑ ❑ Len 4] 4 PG E og 4 0 Y 1.4 x �0 G u 0 9 a 2 t. O 8 s 0 6 co 6 0 c Form Revision Date: August 2006 ❑ Other(Describe): Width (inches) = Vertical with obstructing raincap El N Circular: Inner Diameter (inches) r ElEl 0 47) y�y R .9 P.v 0 Direction of stack outlet (check one): Section 07 — Emission Control Information o b-0 o 5• U 4.4 Section 08 — Emissions Inventory Information Cation to this G u O Q O ii•A6 a FS 42, C E 6 c G 7 , 1 7,31 174 Ai '.=t per. R'. i": Sr 0.0276 g/hp-hr ,-r....4 Q 0.000145" Ci. '0 r': .- r U u i r‘ r '3 c. o u ice'" g 4 {} G 3 C rz C t. C A j 2470 247 A � 1518 152 A 130 13 k M ti i na M ' •,I Q U Acetaldehyde 75-07-0 o0 1 Benzene ; 71-43-27 Formaldehyde 50-00-0 Methanol 1 67-56-1 • Form Revisit-- 'gate: August 2006 . for Construction Permit - In rovide documentation.) Form Revision Date: August 2006 a to gat b m m C mbA oe 5 It ivgl—gg A y, W LL Y li U x Y N V N oaco pQ oo n Q C h m g D 0 O ry 0 0.027591 0.015884 5.001452 8 o m m oc m m a c e N 8.gddr !74, s o p d N S ON !A i EE w Y h Ib d V G m ty !6 rx ti 14 el i l l g E pp .m ❑ Q Q q A M s G h V q inH N a T N exp O o � r q o r m 0, ccO N N N a n E R riE A, grg2TO b Summary Analysis of 47 emission tests of Caterpillar G 3612 LE (as well as 34xx and 35xx series engines) engines indicates that the maximum formaldehyde emission rate of these engines is approximately 0.02 g/hp-hr when equipped with an oxidation catalyst. As the 36xx series of engines are identical except for number of cylinders, unit emission rates (that is, g/hp-hr emission factors) developed for 3612 LE engines will be equally applicable to all 36xx units. Data and Analysis During the period 2004-2007 Enterprise Products, Duke Energy Field Services, and TEPPCO arranged for emissions testing of natural gas -fueled compressor engines at several sites in Wyoming. The tests were conducted by a third -party contractor (generally Oasis) using EPA Method 323, and were for the purpose of demonstrating compliance with emissions limits for the units. All engines were equipped with oxidation catalysts. Of the 47 test reports, 26 provide data on emissions calculated in g/hp-hr, 23 provide data on emissions in lb/hr, and all 47 provide data expressed in ppm. There is no direct correlation among these, as the mass emission rate is dependent on volumetric flow and calculation of g/hp-hr (unit emission rate) is also dependent on engine horsepower. The data shows a range of measured ppm from 0.002 ppm to 2.45 ppm; and a measured range of g/hp-hr from 0.001 to 0.02. Maximum ppm and maximum g/hp-hr occurred in the same test set. Both the ppm and g/hp-hr data show a relatively smooth, near-normal distribution, with a few outliers. The mean ppm is approximately 0.3, and the mean g/hp-hr is approximately 0.0035. The maximum outliers are 2.5 ppm and 0.20 g/hp-hr. Plots of these data are attached. Absent information regarding the two tests resulting in the outliers (the same two tests generated the high values for both ppm and g/hp-hr), we will assume that these are valid tests and base our conclusions on that. It appears that the maximum emission rate from a G36xx LE, equipped with an oxidation catalyst, will be no more than 0.02 g/hp-hr or 2.45 ppm. Based on assumptions and manufacturer's data for uncontrolled emission rates, generally in the neighborhood of 0.4 g/hp-hr for 36xx units, this corresponds to a control efficiency of 95%. Therefore, as a conservative measure supported by a large universe of test data, the emission calculations provided here assume a formaldehyde control efficiency of 90%. Oo SQ ▪ N 0 CO CD C N 0 • T P r T aoueJan000;o Aouanbai r (D N O co co eaueiino o }o huan bald X00 41, X00 I00 c00 Zclo O O O00 S X00 63‘0?) Z00 t92 5100 P 100 i X00 `00 't00 esh 00 000 000 000 000 0O0 X000 X000 000 000 Date Location unit Engine Formaldehyde g/hp-hr ppm hp lb/hr 3/18105 Bird Canyon E3 3612LE 0.015 1.94 0.106 2/1/05 Bird Canyon E4 3612LE 0.002 0.31 0.019 1128105 Bird Canyon 55 3612LE 0.003 0.31 0.022 1127/05 Bird Canyon E6 3612LE 0.003 0.32 0.02 1124105 Falcon El 3612LE - 0.003 0.36 0.023 2(21(05 Falcon E2 3612LE 0.006 0.74 0.045 2/22/05 Falcon E3 3812LE 0.02 2.45 0.15 2/23(05 Falcon E4 3612LE 0.004 0,52 0.032 2/24(05 Falcon E5 3612LE 0.003 0.37 0.023 3/25/04 Luman C5 3612LE 0.001 0.37 0.12 3/25/04 Luman C5 3612LE 0.002 0.014 1/28/05 Luman C5 3612LE 0.003 0.3 0.021 1/25/05 Luman C6 3612LE 0.003 0.32 0.019 1/26/05 Luman G3 3612LE 0.001 0.24 0.002 5/20/04 Luman G3 3612LE 0.004 0.25 0.005 3/7105 Luman G4 3612LE 0.002 0.23 0.002 3/25/04 Luman C5 3612LE 0.002 0.32 0.014 3/18/04 Pioneer 3612LE 0.003 0.74 0.004 10/10/06 Paradise 51 3612LE 0.31 3595 10/10/06 Paradise E2 3612LE 0.93 3595 10/11/06 Paradise E3 3612LE 1.29 3423 10/11/06 Paradise E4 3612LE 1.52 3631 10/12/06 Paradise E5 3612LE 1.47 3582 3/1/06 Bird Canyon C7 3612LE 0.43 3338 12/14/05 Bird Canyon C7 3612LE 0.004 0.58 0.038 7/19/06 Bird Canyon C7 3612LE 0.32 3666 3/2/06 Bird Canyon C8 3612LE 0.34 3802 12/15/05 Bird Canyon C8 3612LE 0.003 0.33 0.021 7/20/06 Bird Canyon C8 3612LE 0.3 3546 3/3/06 Bird Canyon C9 3612LE 0.34 3680 12/19/05 Bird Canyon C9 3612LE 0.002 0.31 0.018 7/18/06 Bird Canyon C9 3612LE 0.52 3619 3/30/06 Falcon E4 3612LE 0.003 0.35 0.019 7/17/06 Falcon E4 3612LE 0.31 3668 2/21/06 Falcon E5 3612LE 0.36 3301 9/19/05 Falcon E5 3612LE 0.63 3446 2/20)06 Falcon E5 3612LE 0.67 3326 12/21/05 Falcon E6 3612LE 0.003 0.32 0.02 7/14/06 Falcon E6 3612LE 0.29 3668 2/24/06 Luman C5 3612LE 0.38 3301 9/20/05 Luman C5 3612LE 0.33 3595 2/24)06 Luman C6 3612LE 0.43 3338 9/20/05 Luman C6 3612LE 1.27 3485 5/15/06 Paradise E2 3612LE 0.003 0.34 5/30/06 Paradise E3 3612LE 0.003 0.38 7/11/06 Paradise E4 3612LE 0.003 0.39 7112/06 Paradise E5 3612LE 0.003 0.37 .0 ,478056 g/hp-hr ppm 3125/04 Luman C5 3612LE 0.002 0 3R/05 Luman G4 3612LE 0.002 0.23 0.2 1/26/05 Luman G3 3612LE 0.001 0.24 0.2 5/20/04 Luman G3 3612LE 0.004 0.25 0.3 7/14/06 Falcon E6 3612LE 0.29 3668 0.3 1/28/05 Luman C5 3612LE 0.003 0.3 0.3 7/20/06 Bird Canyo C8 3612LE 0.3 3546 0.3 2/1/05 Bird Canyo E4 3612LE 0.002 0.31 0.3 1/28/05 Bird Canyo E5 3612LE 0.003 0.31 0.3 10/10/06 Paradise El 3612LE 0.31 3595 0.3 12/19/05 Bird Canyo C9 3612LE 0.002 0.31 0.3 7/17/06 Falcon E4 3612LE 0.31 3668 0.3 1/27/05 Bird Canyo E6 3612LE 0.003 0.32 0.3 1/25/05 Luman C6 3612LE 0.003 0.32 0.3 3125104 Luman C5 3612LE 0.002 0.32 0.3 7/19/06 Bird Canyo C7 3612LE 0.32 3668 0.3 12/21105 Falcon E6 3612LE 0.003 0.32 0.3 12/15/05 Bird Canyo CB 3612LE 0.003 0.33 0.3 9/20/05 Luman C5 3612LE 0.33 3595 0.3 3/2/06 Bird Canyo C8 3612LE 0.34 3802 0.3 3/3/06 Bird Canyo C9 3612LE 0.34 3680 0.3 5/15/06 Paradise E2 3612LE 0.003 0.34 0.3 3/30/06 Falcon E4 3612LE 0.003 0.35 0.4 2/21/06 Falcon E5 3612LE 0.36 3301 0.4 2/24/05 Falcon E5 3612LE 0.003 0.37 0.4 3/25/04 Luman C5 3612LE 0.001 0.37 0.4 7/12/06 Paradise E5 3612LE 0.003 0.37 0.4 1/24/05 Falcon El 3612LE 0.003 0.38 0.4 2/24/06 Luman C5 3612LE 0.38 3301 0.4 5/30/06 Paradise E3 3612LE 0.003 0.38 0.4 7/11/06 Paradise E4 3612LE 0.003 0.39 0.4 3/1/06 Bird Canyo C7 3612LE 0.43 3338 0.4 2/24/06 Luman C6 3612LE 0.43 3338 0.4 2/23/05 Falcon E4 3612LE 0.004 0.52 0.5 7/18/06 Bird Canyo C9 3612LE 0.52 3619 0.5 12/14/05 Bird Canyo C7 3612LE 0.004 0.58 0.6 9/19/05 Falcon E5 3612LE 0.63 3448 0.6 2/20/06 Falcon E5 3612LE 0.67 3326 0.7 2/21/05 Falcon E2 3612LE 0.006 0.74 0.7 3118104 Pioneer 3612LE 0.003 0.74 0.7 10/10106 Paradise E2 3612LE 0.93 3595 0.9 9/20/05 Luman C6 3612LE 1.27 3485 1.3 10/11/06 Paradise E3 3612LE 1.29 3423 1.3 10/12/06 Paradise E5 3612LE 1.47 3582 1.5 10/11/06 Paradise E4 3612LE 1.52 3631 1.5 3118105 Bird Canyo E3 3612LE 0.015 1.94 1.9 2/22/05 Falcon E3 3612LE 0.02 2.45 2.5 GRI-HAPCaIc ®3.01 Engines Report Facility 10: JACKRABBIT Operation Type: COMPRESSOR STATION Facility Name: User Name: Units of Measure: U.S. STANDARD Notes: Note: Emissions less than 5.00E-09 tons (or tonnes) per year are considered insignificant and are treated as zero. These emissions are indicated on the report with a "0". Emissions between 3.00E-09 end 5.00E-05 tons (or tonnes) per year are represented on the report with "0.0000". Engine Unit Unit Name: G3616 Hours of Operation: Rate Power: Fuel Type: Engine Type: Emission Factor Set: Additional EF Set: 8,760 Yearly 4,645 hp NATURAL GAS 4 -Stroke, Lean Bum EPA > FIELD > LITERATURE -NONE- Calculated Emissions (ton/yr) Chemical Name Emissions Emission Factor Emission Factor Set HAPs Tetrachloroethane 0.0004 0.00000820 g/bhp-hr EPA Formaldehyde 7.8090 0.17425810 g/bhp-hr EPA Methanol 0.3697 0.00825090 g/bhp-hr EPA Acetaldehyde 1.2364 0.02759090 g/bhp-hr EPA 1,3 -Butadiene 0.0395 0.00088120 g/bhp-hr EPA Acrolein 0.7602 0.01696380 glbhp-hr EPA Benzene 0.0651 0.00145220 g/bhp-hr EPA Toluene 0.0603 0.00134650 g/bhp-hr EPA Ethylbenzene 0.0069 0.00013100 g/bhp-hr EPA Xylenes(m,p,o) 0.0272 0.00060730 g/bhp-hr EPA 2,2,4-Tdmethylpentane 0.0370 0.00082510 glbhp-hr EPA n -Hexane 0.1642 0.00366340 g/bhp-hr EPA Phenol 0.0035 0.00007920 g/bhp-tu EPA Styrene 0.0035 0.00007790 g/bhp-hr EPA Naphthalene 0.0110 0.00024550 g/bhp-hr EPA 2 -Methylnaphthalene 0.0049 000010960 g/bhp-hr EPA Acenaphthylene 0.0008 0.00001830 g/bhp-hr EPA Biphenyl 0.0314 0.00069970 g/bhp-hr EPA Acenaphthene 0.0002 0.00000410 g/bhp-hr EPA Fluorene 0.0008 0.00001870 g/bhp-hr EPA Phenanthrene 0.0015 0.00003430 g/bhp-hr EPA Ethylene DibromIde 0.0066 0.00014620 g/bhp-hr EPA Fluoranthene 0.0002 0.00000370 g/blp-hr EPA Pyrene 0.0002 0.00000450 g/bhp-hr EPA Oa/27/2008 14:41:00 GRI-FIAPCalc 3.01 Page 1 of 2 Chrysene 0.0001 0.00000230 glbhp-hr EPA Benzo(b)fluoranthene 0.0000 0.00000050 g/bhp-hr EPA Benzo(e)pyrene 0.0001 0.00000140 g/bhp-hr EPA Benzo(g,h,i)perylene 0.0001 0,00000140 g/bhp-hr EPA Vinyl Chloride 0.0022 0.00004920 g/bhp-hr EPA Methylene Chloride 0.0030 0.00006800 g/bhp-hr EPA 1,1-Dichloroethane 0.0035 0.00007790 g/bhp-hr EPA 1,3-Dichloropropene 0.0039 0.00008710 g/bhp-hr EPA Chlorobenzene 0.0045 0.00010030 g/bhp-hr EPA Chloroform 0.0042 0.00009410 g/bhp-hr EPA 1,1,2 -Trichloroethane 0.0047 0.00010500 gfbhp-hr EPA 1,1,2,2 -Tetrachloroethane 0.0059 0.00013200 glbhp-hr EPA Carbon Tetrachloride 0.0064 0.00012110 g/bhp-hr EPA Total 10,6771 Criteria Pollutants PM 1.4771 0.03296090 g/bhp-hr EPA CO 46.8837 1.04620860 g/bhp-hr EPA NMEHC 17.4520 0.38944040 g/bhp-hr EPA NOx 603.4248 13.46589810 g/bhp-hr EPA 802 0.0870 0.00194060 g/bhp-hr EPA Other Pollutants Butyaldehyde 0.0149 0.00033330 g/bhp-hr EPA Chrarcelhane 0.0003 0.00000920 g/bhp-hr EPA Methane 184.8728 4.12542830 g/bhp-hr EPA .Ethane 15.5293 0.34653800 g/bhp-hr EPA Propane 6.1969 0,13828440 g/bhp-hr EPA Butane 0.0800 0.00178550 g/bhp-hr EPA Cyclopentane 0.0338 0.00074920 g/bhp-hr EPA n -Pentane 0.3845 0.00858090 g/bhp-hr EPA Methylcyclohexane 0.1819 0.00405940 g/bhp-hr EPA 1,2-Diohloroethane 0.0035 0.00007790 g/bhp-hr EPA 1,2-DIchroropropane 0.0040 0.00008880 g/bhp-hr EPA .n -Octane 0.0519 0.00115840 g/bhp-hr EPA 1,2,3-Trlrnethylbenzene 0.0034 0.00007590 g/bhp-hr EPA 1,2,4-Trlmethylbenzene 0.0021 0.00004720 g/bhp.hr EPA 1,3,5-Trimethylbenzene 0.0050 0.00011160 g/bhp-hr EPA n-Nonane 0.0163 0.00036300 g/bhp-hr EPA CO2 16,268.8066 363.03789350 g/bhp-hr EPA 0&27,2008 14:41:00 GR1-! APCalc 3.01 Page 2 of 2 Internal Combustion En uTO a 9 .1 W A, 023 con1H z F L nested Action (Check Applicable Request Boxes) 0 0 Section 01— Administrative Information Request for New Permit or Newly Reported Emission Source Request Portable Source Permit Request Alternative Operating Scenario (AOS) Request Modification to Existing Permit (Check each box below applies) ® ❑ ❑ ❑ r, 0 U 0 7 Enterprise Products Operating, LLC z Source Name: Roan Plateau Compressor Station w d aft o$o"' 0 s zs TI 11 R ,O aes 0= s, tO .`c 1 o U r' o in ❑ ❑ 0 t}, v .-Oo U w W .13 g n Q ,. G h o W o O F 0 ❑ 0 a ❑ ❑ Change Fuel or Equipment O T 3 2 ,o be operating at anytime. Estimated F O ar -e4 c ro z w x u • a7 e0 F4 Person To Contact: z (432)-686-3292 5 The projected startup date is: 0 z 0 0 u 8 a nl a i tot z A 4.1 4a O 0. ,c9 o 0E o O. Ow 0pp G] � 0 zin L V 1 z°u For Existing Sources: 0 i7 �n to en m ami i —'r...' G 10 o C L l ed i g 57, o L:.,' A. j^ m E q 44. . SI gp o a C 4."�I', o .s� y .5 W n vgz a�. o pa to Xa w° E 0� :50 61 s As o d la,b q� o �� _lc 44 3 'h g t�� y i. p G O �. 'ono O ctN C.1 00 O Co o 8.2 u t it ,.V i a o ti ... 2' b .0 w .o -4 p4 U t 54 -5 L L) Tt 33 0 o a a 4i .0 0 0 .9 5 . 0 °w 4 g iww_cd z z z 1 4 5 g a U U g! m� '" 1.4 C O in d t a� y Z 3 • 0 0 0 q O L s 0 L r u ob 8 0 d h a, a 1 0.0 DI in 1 o2 in 12 Lo L .F C O o 5 a .0p e e.o 0 0 o v .I 'e0 '00 0 n nT 13 o m 00 g .000' a 33:.5., o a � O 0 taw m a gtow ua ❑ ❑ 0 fs] zF G 3516B LE ej0 00 00 ri 00 00 to r ❑ Form Revisit,- "gate: August 2006 a U O 6 4) ION NOTICE (APEN) & Applic. JR POLLUT Section 05 — Stack Information Informatio h. D 0 W 8 n Information uel Consum 0 112 1112 Btu/scf N vog bia ti asonal % Fuel Use: 0 0 0 W Section 08 -- Emissions Invento = Z .'a ►o. FA li7 is �Q c a S,= N c u O O O * Vo I O O W. O• AO Q - C �} 0 r. - J r..,,":).' O 3a G '> 4 w 4 -cm - Q 0, Q A 1 51 i 5 ZO i;ncottirollcd Victual Calendar Year kitaissicins Emission Factor 1 Unamiroticd Contro{led I (in elude Units) s k 4Tons Ycarl (Toni\ ) vi .11 Q `a ei T o d 3 a `_.._ IIu Chemical 1 iv:unt Acetaldehyde 1 0 '" a. IBenzene Formaldehyde ,_ m.rIre...••• • ,1,4•11.,,,, Cr.i 'i'i9'POilu antEri o i �i.eritvtj v [ Requested Permitted Emissions r 4 £S � N a M �} 0 el el • -- -V N •fir i;ncottirollcd Victual Calendar Year kitaissicins Emission Factor 1 Unamiroticd Contro{led I (in elude Units) s k 4Tons Ycarl (Toni\ ) 1.0 g/hp-hr L O = 3 a `_.._ x z o > 0 '" a. t , ification of Statement Section 09 —A Combustion En AIR POLLUTANT EMISSION NOTICE (APEN) & Application for Construction Permit - Interna 0 0 a rn 0 APEN Addendum for Caterpillar G3516B LE Three engine units are indicated on the APEN. However, for the purposes of emission calculations, it is noted that only two engines will be operating at any time. Eff o� W Y r b 7g m k c d m i11if w ci - o HR a c m 0 g2L0SZ i Z TIN egoa �r oe eo N r��o •gr H ' S 802214 S0.84 Ui a 0 0 8 0 x S C 9 E 0 w .zgR 1 0.02759 0.01696 0.00145 017426 O lV dmm og cc'O O rtgl V rn P e N r N 4 c u U R a7r N 660660 OO o • O O 0 0 0 rngo• 0 o'D Q �nO ▪ r 4. "' 0 pO O O O o P� 6° til g o A O1 6 g O w C � 4 T o N. ae M r 0,0 aar LL 101 ogimrci ;c N L G A GRI-HAPCatc ®3.01 Engines Report Facility ID: JACKRABBIT Operation Type: COMPRESSOR STATION Facility Name: User Name: Units of Measure: U.S. STANDARD Notes: Note: Emissions less than 5.00E-09 tons (or tonnes) per year ere considered insignificant and are treated es zero. These emissions are Indicated on the report with a O. Emissions between 5.00E-09 end 3.00E-05 tons (or tonnes) per year are represented on the report with "0.0000". Engine Unit Unit Name: G3516LE Hours of Operation: Rate Power: Fuel Type: Engine Type: Emission Factor Set: Additional EF Set: 8,760 Yearly 1,818 hp NATURAL GAS 4 -Stroke, Lean Burn EPA > FIELD > LITERATURE -NONE- Calculated Emissions (ton/yr) Chemical Name Emissions Emission Factor Emission Factor Set HAPs Tetrachloroethane 0.0001 0.00000820 g/bhp-hr EPA Formaldehyde 3.0564 0.17425810 g/bhp-hr EPA Methanol 0.1447 0.00825090 g/bhp-hr EPA Acetaldehyde 0.4839 0.02759090 g/bhp-hr EPA 1,3 -Butadiene 0.0155 0.00088120 g/bhp-hr EPA Acroleln 0.2975 0.01696380 g/bhp-hr EPA Benzene 0.0255 0.00145220 g/bhp-hr EPA Toluene 0.0236 0.00134650 g/bhp-hr EPA Ethylbenzene 0.0023 0.00013100 g/bhp-hr EPA Xylenes(m,p,o) 0.0107 0.00060730 g/bhp-hr EPA 2,2,4-Trlmethylpentane 0.0145 0.00082510 g/bhp-hr EPA n -Hexane 0.0643 0.00386340 g/bhp-hr EPA Phenol 0.0014 0.00007920 g/bhp-hr EPA Styrene 0.0014 0.00007790 g/bhp.-hr EPA Naphthalene 0.0043 0.00024550 g/bhp-hr EPA 2 -Methylnaphthalene 0.0019 0.00010960 g/bhp-hr EPA Acenaphthylene 0.0003 0.00001830 g/bhp-hr EPA Biphenyl 0.0123 0.00069970 gibhp-hr EPA Acenaphthene 0.0001 0.00000410 g/bhp-hr EPA Fiuorene 0.0003 0.00001870 g/bhp-hr EPA Phenanthrene 0.0006 0.00003430 g/bhp-hr EPA Ethylene gft romide 0.0028 0.00014620 g/bhp-hr EPA Fluoranthene 0.0001 0.00000370 g/bhp-hr EPA Pyrene 0.0001 0.00000450 g/bhp-hr EPA 0627/2008 14:41:38 GRI-NAPCalc 3.01 Page 1 of 2 Chryaene 0.0000 0,00000230 g/bhp4tr EPA Benzo(b}fluoranthene 0.0000 0.00000050 g/bhp-hr EPA Benzo(e)pyrene 0.0000 0.00000140 glbhp-hr EPA Benzo(g,h,i)perylene 0.0000 0.00000140 glbhp-hr EPA Vinyl Chloride 0.0009 0.00004920 g/bhp-hr EPA Methylene Chloride 0.0012 0.00008600 g/bhp-hr EPA 1,1-D1chloroethane 0.0014 0.00007790 g/bhp-hr EPA 1,3-Dichloropropene 0.0015 0.00008710 grbhp-hr EPA Chlorobenzene 0.0018 0.00010030 g/bhp-hr EPA Chloroform 0.0017 0,00009410 g/bhp-hr EPA 1,1,2 -Trichloroethane 0.0018 0.00010500 g/bhp-hr EPA 1,1,2,2 -Tetrachloroethane 0.0023 0.00013200 g/bhp-hr EPA Carbon Tetrachloride 0.0021 0.00012110 g/bhp-hr EPA Total 4.1791 Criteria Pollutants PM 0.5781 0.03296090 glbhp-hr EPA CO 18.3498 1.04620860 gThp-hr EPA NMEHC 6.8305 0.36944040 g/bhp-hr EPA NOx 236.1738 13.46539810 glbhp-hr EPA SO2 0.0340 0.00194060 glbhp-hr EPA Other Pollutants Butryaldehyde 0.0058 0.00033330 g/bhp-hr EPA Chloroethane 0.0001 0.00000820 g/bhp-hr EPA Methane 72.3571 4,12542830 gtbhp-hr EPA Ethane 8.0780 0.34653600 glbhp-hr EPA Propane 2.4264 0.13826440 g/bhp-hr EPA Butane 0.0313 0.00178550 glbhp-hr EPA Cyclopentane 0.0131 0.00074920 glbhp-hr EPA n -Pentane 0.1505 0.00868090 grbhp-hr EPA Methylcyclohexane 0.0712 0.00405940 g/bhp-hr EPA 1,2-Dichloroethane 0.0014 0.00007790 g/bhp-hr EPA 1,2-Dichloropropane 0.0016 0.00008880 g/bhp-hr EPA n -Octane 0.0203 0.00115840 gtbhp-hr EPA 1,2,3-Trimethytbenzene 0.0013 0.00007690 g/bhp-hr EPA 1,2,4-Trimethylbenzene 0.0008 0.00004720 g/bhp-hr EPA 1,3,5-Trimethyibenzene 0,0020 0.00011160 g/bhp-hr EPA n-Nonane 0.0064 0.00036300 g/bhp-hr EPA CO2 6,387.4253 363.03789350 g/bhp-hr EPA 06/27/2008 14:41:38 GR1-KAPCalc 3.01 Page 2 of 2 F+1 t for Construction Permit ed Action (Check Applicable Request Boxes) 63 e `o 0 3 a a 8 d z 4= C o e g O " (.10.0 C u: .2 0 + A. ei 60 q -g E 1 a o I 4 Cv U Et R U a1 d El El as ess a[ E G. a a "" E yO tl w a m ° p, VJ Y 1= 0O p, d Lw CP cr a' Cr Aa Q4 a ❑ Ela ❑ ❑ ERIE ❑❑ ❑ z C/] Enterprise Products OPerating, LLC z County: Garfield 4 r�ry 4 z Elevation: 8,045 OCC a hi 0 c� N P.O. Box 4324 F�+ 0 Oci a H 0 (432)-686-3292 1 Section 03 — General Information 9 W 0 Q C amA .2 Q Glo o a:. EU a 1. w Colorado De 0 0 ea z z z ❑ ❑ ®®❑ ❑0. ran W W 0. .- - Iji. 4 co gel oti N n a O• g 1U g N 1"I S{ 8 a 3 6u L d Q 4 ^ W d El I=1 q A ?+ W pm Rz IjiI pCA 1.1 elk; iCA W NM o E 67 C .. • y41 d 0'in ri. aa • ,°, 1Ii ft 0 a e. .0 VI 0 u .a .a 0 C �'' 8 °1 d O 0 17 'm d C I . = o a M M el P". er Lg V w p Ts = . ... VI _ rIa = A4 IdC30 m 1. _W ' Z a3-4w v H -0 a .34 1 9 - 5 a 0 0 u .4 Form Revision Date: August 2006 AIR POLLUTANT EMISSION NOTICE (ADEN) & Application for Construction Permit - Internal Combustion Engine - Section 05 -- Stack Information ❑ Other (Describe) 1 C D Other: Length (inches) = Vertical with obstructing raincap Direction of stack outlet (check one): Circular: Inner Diameter (inches) = Exhaust Opening Shape & Size (check one): Section 07 — Emission Control Information l to a ]Pirel ti";at0 c t f"-tiw,i 3-li "till_ Vt411te (aailonsiyr or Seg.tW Fiy-tfi rtdrezte units: Actual Reported for i Regius cc L'ertl} t l3lu, lb, r3utigal. Cateadar year Limit FStetSCF) IP CV a Seasonal % Fuel Use: 25 Dec-Feh 25 Mar -May 25 Jun -Aug 25 Sep -Nov EveI C$te R .t� 'Fv»e of Fuel !car t43%L;tac Burmet3 (SCr•Ihr, guar) 335 scflhr natural gas Section 0$ — Emissions Inventory Information f the corres 'r+ - W f. R .C .e% . . o of N/A 0.0087 g/hp-hr N/A 0.0052 g(hp-hr NIA 0,0994 glhp-hr 4 N O 0 O P r.{' C R r L.. •� a t, {. u .{-• Atte eoutetant 19mIsolons inventor •~Actual Calendar Year Emissions 1 i Uncontrolled ConLroklcd (PoundsNeari ( Pourtd.:Ycnr) viQ .+-,'. C_ 0 L. "' `. a c. 7d. b e• N N ,--s hi is `L P c° N O n n o— [ in Acetaldehyde G Benzene Formaldehyde 0 0 'r+ - W f. R .C .e% . . o o cty + ° E 'D 3.. .E .+c+. u 4 0 M 2 i'+ 4C Jam, ' G o (..} ,'r 4 -+ 4 N O -I N 0 p.; O __._ .. . ....___ _ 3fic Ca lepultit Your for which Actual Fuel Cort i-llptitaaat €1 sssosi tt:F l r s is:1 r.{' C R r L.. •� a t, {. u .{-• q. M viQ .+-,'. C_ 0 L. "' `. a c. 7d. b e• r� CO I 3.72 Ib/MMBtu 0.0296 YOC IbilVIMBtu , I a C is Form Revisir 'gate: August 2006 A for Construction Per 0 N a Form Revision Date: August 2006 k & hA g w vul 4� c ■ c $ 0 H EE 2-.2. 02 o . a 0 J 0 $ E§ ¥ t2 §222 e�VI07 o R 8 ; ' ¥ # E e . !I Ib §\ E_ a% �k2 {z c{ ) o\ kEg% «2 o 8 §t wk22 LU LL)))\ &� R ) \ 0 0 0 z 0.0296 9.50E-03 §0— ° k§04 do In 6.4 2° 0 �kri 0 0 3 Q CO. (C: Exhaust Parameters GRI-HAPCaIc ®341 Enciines Report Facility ID: JACKRABBIT Operation Type: COMPRESSOR STATION Facility Name: User Name: Units of Measure: U.S. STANDARD Notes: Note: Emissions fess than 5.00E-09 tons (or tonnes) per year are considered insignificant and are treated as zero. Those emissions are indicated on the report with a '0". Emissions between 5.00E-09 and 5.00E-05 tons (or tonnes) per year are represented on the report with "0.0000". Engine Unit linit Name: El ONAN Hours of Operation: Rate Power: Fuel Type: Engine Type: Emission Factor Set: Additional EF Set: 8,760 Yearly 14 hp NATURAL GAS 4 -Stroke, Rich Burn FIELD > EPA > LITERATURE -NONE-- Calculated Emissions (ton/yr) Cilmigittime. Emissions HAPs Emission Factor Emission Factor Set Formaldehyde 0.0134 0.09942890 g/bhp•hr GRJ Field Methanol 0.0027 0.02000000 gtho-hr GRJ Field Acetaldehyde 0.0012 0.00920800 g/bhp-hr EPA 1,3 -Butadiene 0.0003 0.00218810 g/bhp-hr EPA Acroleln 0.0012 0.00867990 g/bhp•hr EPA Benzene 0.0007 0.00521450 g/bhp-hr EPA Toluene 0.0002 0.00184160 gthp-hr EPA Elhylbenzene 0.0000 0.00008180 g/bhp-hr EPA Xylenes(m,p,o) 0.0001 0.00084360 g/bhp-hr EPA Styrene 0.0000 0,00003930 g/bhp-hr EPA Naphthalene 0,0000 0.00032050 g/bhp-hr EPA Ethylene Dibromide 0.0000 0.00007030 g/bhp-hr EPA Vinyl Chloride 0.0000 0.00002370 g/bhp-hr EPA Methylene Chloride 0.0000 0.00013600 g/bhp-hr EPA 1,1-Dlchloroethane 0.0000 0.00003730 g/bhp-hr EPA 1,3-Dichioropropene 0,0000 0.00004190 g/bhp-hr EPA Chlorobenzene 0.0000 0.00004260 g/bhp-hr EPA Chbratorrn 0.0000 0.00004520 g/bhp-hr EPA 1,1,2 -Trichloroethane 0.0000 0.00005050 glbhp-hr EPA 1,1,2,2 -Tetrachloroethane 0.0000 0.00008350 g/bhp-hr EPA Carton Tetrachloride 0.0000 0.00005840 glbhp-hr EPA Total 0.0198 0627/2008 14:21:38 GRI-HAPCsic 3.01 Page 1 of 5 1�1 A U FSI O z rA rF � r z mJuH Off' Fes,(4)o F ❑a .94L -L2" EliP8 E Uizg 0 a, 0 ADDITIONAL INFORMATION OR REMARKS; ALL BOXES THAT APPLY unreported source ation of existing permit s, throughputs or equipment * update only UCH THE ACTUAL DATA APPLIES: 11 .. F. 2 $1 tN sa jB. STACK OR VENT INFORMATION (identify below which stack if plant has two or more; refer to attached sketch of plant layout) ,mayy w o Z a x T1 Al Finished Product -Annual Output 9 3 T Seasonal Fuel Use (% of Annual Use) 1 O v N Q W Requested level on ¢�� 4 N A N Finished Product Description Percent by Weight Q VTypedName and Title: Terry Hurlburt, Senior Vice president—Operations THIS NOTICE IS VALID FOR FIVE YEARS. A revised notice shall be filed prior to this A $11996 FILING FEE IS REQUIRED Colorado Dept, of expiration date, whenever a permit limitation must be modified, whenever control equipment FOR EACH NOTICE FILED. Air Pollution Cor is changed, and annually whenever a significant emission change occurs. For specific details see 4300 Che Cres Regulation 3, Part A, II.C.1. I Send completed forms with fees to: ° Denver, Colorado tg �z "' vO NOx NfA N/A N/A IN/A 0.59 AP -42 Table 1.4 & 1.2 CO N/A N/A N/A 1N/A 0.50 VOC N/A N/A N/A N/A 0.03 " PM10 N/A NIA N/A !N/A 0.01 di. SO2 N/A N/A N/A N/A 0.08 Pipeline specification Design Process Rate (Specify Units/Flour) Fuel Heating Value: (BTU/Ib, BTU/gai, or BTU/scf) 11213TU/scf i 0 g V1N Moisture 10% i Z Y Ty d' tA�a, 1s M1 -.N C T b 1 1 U OG $ 7 p 'a ° 1 i a CP 11.8 MMscf 5 14 Requested level tij5ll Flow Rate 492.3 ACFM co �` a zi 4 t7 .1E1 II Make: Ii ,3I Design Heat Input Rate (10 BTU/hr) t.Z g p.. b'''" D. PROCESS INFORMATION Description of Processing Unit 0 A C. FUEL INFORMATION f Description of Combustion Unit 11 Make: Unknown 11 Model: Unknown i 1 gam O 11 1' Diameter ft 11 11 A. GENERAL INFORMATION Roan Plateau Compressor Station 1.5 MMBtu/hr Heater Emission Un t: H-1 Source Description; Natural gas-fired Line heater Manufacturer: Fuel Consumption Input heat rate 1500 MBtu/hr engineering estimate_ Fuel heat value 1112 Btu/scf data Fuel rate 1349 scflhr Input heat rate / Fuel heat value 22 scfm 1.3 Mscf/hr Annual fuel usage 11.8 MMscf/yr Emission Rates Potential Emission Rate NOx CO VOC PM 10 302 HCHO Units 100 84 5.5 1.9 Ib/MMscf Unit emission rates from AP -42 Table 1 50 gr Total Sulfur/Mscf Pipeline specification 0.13 0.11 0.01 0.003 0.02 lb/hr 0.59 0.50 0.03 0.01 0.08 1py iblMMscf *scf/h01 e6 Ib/hr • 8760 hrs/yr / 20001b/ton Exhaust Parameters Exhaust temp 200 °F Estimated Stack height 15 ft Estimated Stack diameter 1 ft Estimated F Factor 10810 wscf/10e0 Btu F factor, 40 CFR 60 Appx A Method 19 Exhaust flow 265.25 sefm Heat input * F factor / 60 Exhaust flow 497.0 acfm Flow (acfm) = Flow (scfm) * (Stack Temp + 480) / 528 * 29.92 / Site Bar. Pres. ft Exhaust velocity 832.8 actual ft/sec Exhaust flow 1 stack area 02 F factor 8710 dsct/MMBtu Method 9 Moisture 10% % Estimated 417.52 dscfm Fuel Flow (scfm) * H.V. *02 F * [20.9/(20.9 - 02%)] 02 % 10% % Estimated Site Elevation 8045 ft MSL Standard Pressure 29.92 in Hg Pressure at Elevation 22.18 In Hg Hass, Introduction to Theoretical Meteorology, eqn. 6.8 Table 1.4-1. 0 0 Ng to .. = EI CO CO Cq CO Q] W CO U A r, 90473 CI 00 00 OHO N OO CO 4 Emission Factor (lb/106 set) O X 'Rua AW 4 Q 4 Ca 01 A U 4 N$ $ o cn A co `rVI o+ Q Combustor Type (MMBtu(hr Heat Input) [$Cc] O D , 'a+ 4E ,r 1 Q o I 4 m sl o 1 % y e � 1 1 1 r. Y-, w E A pr a v „ g15 1/4' A g z co S Z o ; u N 3 3 'o ., 9 0 u l ti q & ., •A wilb. .5 30 ° S g '2",-,CC9 u 0 a .,© 8 Po = C 0 w�6 y V O >, w o .06.31 t, 'd D N SRI E 222 F.12 °z 41 14 ▪ Jo, 00 41 0 KEE y bpZ :, xy sv�� ep❑ ),aa dc`. iby 'o.�. 0 o v � �ro°Q0.��g `°U°o om �SF81% — a ▪ O °>.813 lgt• g N {� N q� ff1 8 ,� �•aC3 7 O� fibouu`�`�• �o �u�° w ▪ N ( M E. Ce ch F. ya+. .�•� O.wmO rt4'A 0,1d n 1.4-5 EMISSION COMBUSTION SOURCES 7/98 1 TABLE 1.4-2. EMISSION FACTORS FOR CRITERIA POLLUTANTS AND GREENHOUSE GASES FROM NATURAL GAS COMBUSTION' Pollutant CO2" Lead N20 (Uncontrolled) N20 (Controlled-low-NOx burner) PM (Total)` PM (Condensable)° PM (Filterable)` SO2d TOC Methane VOC Emission Factor (lb/106 scf) - 120,000 0.0005 2.2 0.64 7.6 5.7 1.9 0.6 11 2.3 5.5 Emission Factor Rating A D E E D D A B B C ' Reference 11. Units are in potmds of pollutant per million standard cubic feet of natural gas fired. Data are for all natural gas combustion sources. To convert from lb/106 scf to kg/106 m3, multiply by 16. To convert from lb/I O6 scf to lb/MMBtu, divide by 1,020. The emission factors in this table may be converted to other natural gas heating values by multiplying the given emission factor by the ratio of the specified heating value to this average heating value. TOC = Total Organic Compounds. VOC = Volatile Organic Compounds. Based on approximately 100% conversion of fuel carbon to CO2. CO2[1b/106 scf] Q (3.67) (CON) (C)(D), where CON = fractional conversion of fuel carbon to CO2, C = carbon content of fuel by weight (0.76), and D = density of fuel, 4.2x10' 113/106 scf. ▪ All PM (total, condensible, and filterable) is assumed to be Less than 1,0 micrometer in diameter. Therefore, the PM emission factors presented here may be used to estimate PM,o, PM2,5 or PM3 emissions. Total PM is the sum of the filterable PM and condensible PM. Condensible PM is the particulate matter collected using EPA Method 202 (or equivalent). Filterable PM is the particulate matter collected on, or prior to, the filter of an EPA Method 5 (or equivalent) sampling train. d Based on 100% conversion of fuel sulfur to S02. Assumes sulfur content is natural gas of 2,000 grains/106 scf. The SO2 emission factor in this table can be converted to other natural gas sulfur contents by multiplying the SO2 emission factor by the ratio of the site-specific sulfur content (grains/106 set) to 2,000 grains/106 scf. 1.4-6 EMISSION FACTORS 7198 •1 N N N .a a G7 7, zt o E"o g '51e E z< p,4 q5� ie d it- xN 2 LT. O O 1 wxu 2Jo z a z a 0 1 W W v .13 O 0 8 M .50 5 »O u O V'1 w 4 ti W O _G .mss cs 8 fi 0 "4l Ny 042. offh8 ®❑❑❑❑❑ 0 Hpr a 6 g z z gRA d z Q z z a z z t h � w O O 3 V 2 ri N. o 6 1 UW .o Cr O w z z z z zz z 7-5 go ogMAEAn y V 2p•Gn o 8 ai,go 'JUL) Q Egg lV�j 2.tg a 41 W ko fno ON mel P7, Pogo '88.6 g.ti. etw C d 5 V mag 111 r,0 <; iL C V Eva d E LI to.ora qqac >a 'Ai': sae o sx o �D '.n',i byz cao m 01_, 04 Tee tp i1=. x 8 Roan Plateau Compressor Station Condensate Tanks & Flare Emission Unit: Source Description: Emission Unit: Source Description: Tank Info Shell Height Shell Diameter Volume Throughput Control Emission Rates °otentla! Emission Ref° Aare T1-T6 Stabilized Condensate Tanks CU 1 Aare 16 ft 14.0 ft 435 bbl 435.0 bb&d 158775.0 bbl/yr 18.1 bblihr VRU & flare NOx CO permit application permit application permit application permit application (each tank) permit application (each tank) permit application (each tank) VOC PM 10 SO2 19825.00 9.91 59.475 98% 0.20 0.136 0.2755 0.000 0.00 0.00 0.00 Note: Calculations assume 1 turnover/day per tank. VOC & Heat content calculations vapor density 0.08540 ib/ft3 TANKS vapor MW 68 TANKS heat content 124 Mbtu/gal heat content gasoline 14.857 Mbtuilb heat content gasoline liquid density (gasoline) 0.73 gfml engineering est 62.43 Iblf13 7.48 gaVft3 8.35 Ib/gal equivalent vol 2375.32 gal/yr Ib/yr / lb/gal equivalent heat 294539.23 Mblu/yr gal/yr * Mbtulgal 0.034 MMbtu/hr flare stack parameters 68.00 g/mol Fuel gas molecular weight 2 caVsec Heat release (q) 1 qn 0.001 m Effective stack diameter (D) 80 ft height 20.00 m/sec velocity 1000 C temperature rmatdehy HAPS Units lb/yr ton/yr tpy tpy I tank after VRU Ib/MMBtu Ib/hr tpy TANKS 4.09d per tank Ib/yr/ 2000 Ib/ton 6 tanks VRU efficiency RG 109 high BTU gas Ib/MMBtu * MMBtu/hr Mol. wt. of methane, the dominant species MMBtulhr' 106* 252 cal/Btu + 3600 sec/hr 4n = q(1-0.048(MW)1t) D = (10431:01/2 N h a O N � s 0A 411 5z ❑g E 0Z 0 rjzz S Po °gag° E. 961 ri G 0 W O W 6p C o Irl z g l " a pso. � 0 .t ti N S cS O z 5 2 0. 4 0 O iF[ Ij E F A Space Htg (% Ann.) Seasonal Fuel Use S% of Annual Use a . z a z xz w Percent by Weight a a Z Fuel Heating Value: (BTU/lb, BTU/gal, or BTU/sct) N/A 74 u z Annual Fuel i Requested level N/A 4_.4"„ b 2 9 Cill WN (Aurae poi) a]eg 1n ul IzaH lalsa0 C. FUEL INFORMATION N/A Make: Unknown IIModel: Unknown Finished Prod b 1 Vl p Cl 8 U z yr CHECK ALL l5OXES Tla C' APPLY lg • o loll 16 53 o u L E O g a A. v ZGGU-. O z❑❑❑❑❑ 0 al z z z z z z z z z c rn z z z r O arl .75 z z z z 8 z z g z c oo ogp crix za zzo Cu Obi Oar sn -EI TANKS 4.O.9d 8 7.1N r 2 to v E '- cii o t LL C) .3 H v0.N ow O ,>, cJ , ..c11 ✓ a 11 CACL Cy 0 al R O C w a o 0 o .y `~N 'E = OGpp4)OQ Op 'Q lop bO QP 111 12 m t- m con �i o) o 0 4 c o C c , 0) v co N 4 .. h 1 O C 0 (6 U RI h- U ce z d w x ❑ 0t LL E •E te3� E 0.-..po oc3 o 5amm dcail> z �c7�t7 p chi A 0 E. 0 3 LEo c ce ill SC N Z= 4 7 m :0' .0 4L w O C C 5 /�'11 g g .. C OL�Qj� m.. in 4, '.fin`.. CCi G N c.% 1. 1 13p� a c5S g d�J k Fl gg C N ti V45 A - > 3 O rli .}�O ]+Gl G X7567 U/~ U CLOG LI Gi ca mf9i �❑o,w-c co stsrir 4:x¢>F—z Al t cc CO rr� Ct co ca I- a re m 2 TANKS 4.0.9d TANKS 4.0 Report � Y E OI - LL O d7 0 L O It re O 0 0 'y N E w Roan Plateau CS - Vertical Fixed Roof Tank Parachute, Colorado 13 2 m N U/C:1Program Files\Tanks409dlsummarydisplay.htm 4.1 ro N iL 0. QWa p G C tl' . O t 73 N 0 cC Z d v I-- to V O • a E w t- 0 0 a t a N 'Dm 1 v go a 6 cr) a� Q 2.3 c°a 1141H All Rg Gtfmipmo Ode: G� r $$ry o S 408 ° g N .&7.. • gt ti D Wit& Kt� a LL LL g �� ti g-5§ 8 1 ft gE- MIL 1111 i 8 Valli §-1-8, m � ; DPlaAl R 'Mkt g'g gteB raTI--Nl -.4111all 10PgirgrAn'L E 00 TANKS 4.0 Report Flo co v 0 4'7 C� a) es1 CG Q TANKS 4.0.9d 0 O LI. H . �N C3 .417E t LLI 0. 0 ▪ w a. W Emissions Report for: Annual H A J G' C J14. u E 0 6 1xle://C:\Program Files\Tanks409dlsummarydisplay.htm z a r - N E- E. 0 E.0 a cd c 1 0. xn u,An r0 0 O W 1 B. STACK OR VENT INFORMATION (Identify below which stack if plant has two or more; refer to attached sketch of plant layout) Plant ID No. for Stack F -I Z� W K, 60 4 z d o 6 � O Cz ti 1 i i)-1 d Percent by Weight 1 1z C/J Fuel Heating Value: (BTU/lb, BTU/gal, or BTUIsef) N/A .O c WN (I0A0I AndC PAI len30V 8d >04 R a P. 71 u b y CI SL 7i Kind of Fuel Burned N/A X p�� F4 d p S e PL. d E. Z d z d z 1 d A z z o g w @ g z a Q z O St A z 0. A 4 a O w O tql0. T q 0. a� pE 3 d o3 ttl LL a , z 11 o1 8 u 75 J1 1 z z 0 0 z z I. 8 O 1' t z z z A z z z z z 0 0 n_ 3. om z iL 0 1 ti H 0 v 0 z o 1°F, L: O to 4 w 94A.; ° a � xx U'fl O N sin sy h s 8 z a z tao •• z 0 w� o C z z z zz Model: NIA 00 2 w Q 1 z 0 z z z z z z go - z zz z z a. z z N e V a Fm O 222 �+ 68i W n @ S 3 d ISM g y w `$3 Y1 .. g pyy 4 m �? m 0.'§ 1st, 0-6 bazo3 m - � ,§'8��o� y Z5 .Ao mt olm MVV t T 1 J N W J W3 lil F to5itIg int; J 3 r Q.14 U "Ill 11113 N ..UU .� C LL 2 p w -6 ' 7A s.6 E aS : O. Scr0,e�� 1p� SOopQ�j O9'. Wt - , V it cA 1gpgNg NNOes2Y W -, Yj 64 8 r q P `t N v. H Sy' �i dc,O ., G G G G o P o, S r r ^ m mc" t m C n cF O N q ID _� c u N 0.�� J $ - p 1 t.1 3 S ). _J -9 A u 3 r° 0 0 t • 0 , Zr) N rn I N ten N 0 A4 N m Fa PI [A 0 O � ▪ o 2. 41 Z -'Z0 ®0D000 Revised January 5, 20b6 E1 8 O 6 0 O 0 O 4 N I r) z 4a 1.4Qa �0 W ei 5 N 44420 r" �• c x H 'xi a I ° 0 x T c So o o a flH 11 z z z zz UM Q z z 0 z z z z 3 E A t 0 A n w J a 0 0 5 z a O a i 0 FF`� ,80Ego ag; P incag� cP0..132,.2 &p A pio f, ▪ W V] s as o'a 4 ,..14 "s say, ik Ir 4 W 214 P a=° a 0 e)"40Eo ms• s= ral v 9 11 In ▪ 43 w pax, mt U�WMi 0 o 40.0 vac" �a 0 "Cl 0 ft A tilMOMINIPOW. • r • • BARU sgpm 2 -J 5'. 1 MM BTU/hr Roan Plateau Compressor Station Dehydrator Emission Unit: Source Description: Manufacturer: Fuel Cansumptlon Emission Rates Upconfro8ed emissions Rebatler Regenerator Controlled emissions 13-101, 1)-102 Natural gas -tired dehydrator with raboier, condenser end combustion J.W. Williams 1000 M13tulhr Input heat rate Design specific -alien 1112 Btulecf Fuel heat value anaysis 899.3 scflhr Fuel rate Input heat rate 1 Fuel heat value 15.0 sefm 7.9 MMsdlyr Annual fuel usage per reboiler 15.8 MMsoflyr Annual fuel usage for two reboters IdOx CO VOC PM10 SO2 100 84 5.5 1.9 50 0.09 0.08 0.005 1.71E-03 0.11 0.39 0.33 0.02 0.01 0.49 26.82 117.49 Units tbAMMscf Unit emission rates from AP -42 Table 1.4-1 & 2 gr Total S/Msd Pipeline specification tblhr Unit emissions • Input heat rate tpy fbRrr • 8760 hrs/yr 12000tbJton IbTr IPY Regan Offgas analysis Ibfhr"8780 hrslyr 120001bRon 99% efficiency Manufacturer specification D-101 0.39 0.33 1.18 0.01 0.49 tpy D-102 0.39 0.33 1.18 0.01 0,49 tpy APEN Total 0.79 0.60 2.95 0.01 0.99 tpy Emissions from the Regnerator are serrt to the rsbeller, either for combustion in fire box or in stack (BTI7( Buster) Exhaust Parameters - Reboller only Exhaust temp 300 °F Stack height 20 H Stack diameter 1 ft F Factor Exhaust how Exhaust Sow Exhaust vetodty 02 F factor Moisture 02 % Site Elevation Standard Pressure Pressure at Elevation 10810 wad/1088 Btu 176.83 scfm 381.51 adm 8.1 actual ft/sec 8710 dscfiMMBtu 10% % 278.35 dscfm 10% % 8045 R MSL 29.92 In lig 22.18 in Hg Estimated Estimated Esllmated F factor. 40 CFR 60 Appx A Method 19 Heat Input • F factor! 60 Flow (acfm) = Flow (stint) • (Stack Temp + 460)1528.29.02/Site Bar. Pres. 1(100% - Moisture%) Exhaust flow/ slack area Method 9 Estimated Fuel Flow (Wm)* H.V. • 02 F *120.9 / (20.9 - 02%)] Estimated Hess, introduction to Theorelicat Meteorology, eqn. 6.8 8 0 �r�8��n��a88M888888$8$88 0 r IA C VS c' 10 O E a a O n O O O O O O G O o O o 0 0 g 14V,88.8.288888888888 N o 0 0 0 0 o d o o d d o 0 o d o d N d ; ryrlAt- 4 A 4�• aiR �Ra7vw�c9r4vnvf �Wp n6 8$8,M5 -8,a3888.98888888,8888 p NNggddoddd0Qdddm 88^f 88og.74R1� Fsg'6°gglOgg 5g o d NN.881'JAa v 1Tmva40 vvmr sg8P8e88�l4888888888888888 o n o 2 ri.- o o d o o p o W O d o 0 0 0 0 0 0 0 0 8t1888 ddddddd0000doodddddddpdddpp 8 8 d O d d o o d d o 8 0 0 d 0 0 0 8 8 0 8 S 8 8 o d d o d d d o 0 0 0 0 o d o d o o e o d d o 0 0 o d o848'4800000088o8888$o$$888 O d d d N o o d d o o d o 0 o d P O d d d d o d d d 8 N 8 4' 8 0 o O S 8 8 8 r 8 8 0 0 0 o 0 8 8 8 8 d q d d d d d d d d d d d o d d d o d d o d d 88 m 8'v,: 886888888888888880 000 0 0 0 d d d d d d o d d o d o d d o 0 0 0 d d M8888�°�W04888.8$8$8888888 rid ,°1.. c$ N - dod"do0oodoocdd M 8E.PL-ao8g888488888888888 dezici 48118;48SAv8R888r88888888888 dd n ogr-.:4 dddOGNld000aodd ddd 111' ' V 1� ON N .1 4 A ,,,,,NOi4go,F,4ngmmggt85/g+m y. el P ▪ ff m E. c C *1111 pp m a d C y C � +� o"wE a°ted, oat �z8 ti 0 O Oni, 'o 8 cca3pol e r3RaP t A ?002840/, 7J1'tttal IS Fier' Simulation Report Project: 75 MM EEIPPCO DEHY.pnix Licensed to J. W. Williams, Inc. Client Name: TEPPCOIEnterpriso Location: Job: 75 MMSCFD Deily Unit ProMax Filename: J:IProMaxlEtliott17a MM TEPPCO DEHY.prnx ProMax Version: 2,0.7047.0 Slim)lation Initinted: 11115/2007 11:07:14 AM Bryan Research & Engineering, Inc. CAvrniral Er.Oineorina Co lauilan:s P 0. Roz 4747 &ym, Tola3 77805 plf,Sw: (574) 770.5720 FAX (070)778-4816 !='1110'00nmb A. ?ir Report Navigator can be activated via the ProMax Navigator Toolbar, An asterisk CI, throughout the report, denotes a user specified value. ibn MI* (?) after a value, throughout the report, denotes en extraiolated or apprr»irnat Process Streams Accumulator Va ors Flash Gas, Composition Straus: Salvod Phase: Total Prom Block: LA To Block: -- Solved VSSL-100 -- Mass Flow I 117/11 II /I Methane 19.6636 20.3357'. Ethan 3.75973 6,99658 Propane 2.21127 3.98786 1, Butane 0.798730 1.27033 n •Baratta 1.09270 1.43252 1-3entare. 0.963190 0.964126 n-Pentca%ra 0.844604 0.695594 n -Hexane 9.43569 3.12689 t,arbcn Dioxide 6.76916 12.6243 Water methylene Glycol 2.90136 5.52393E-10 0.409085, 0.001529301 Nitroaon. 0.0431623 0.0406099: VREMOINIIIIMORIORM Process Streams Accumulator Vapors Flash Gas Accumulator Vapors Flash Gas Properties Phase: Total Status: Front Bloch. To Block: Salved LA •• From Block: LA Solved VSSL-100 -- Property Units -- Mass Flow Mass Flow I hiFi----1 rletitane 48.4532 61.8851 Process Streatlls Accumulator Vapors Flash Gas COrpOSition Status: Solved Solved Phase: Vapor From Block: LA VSEL -100 To Block: •- -- Mass Flow Ihlli 11)/It rletitane Il>/It f 19.6636 20.335 Ethane 3.75973 6.99658 Ptopsne 2.21127 3.98786 1-Sutam 0.798730 1.2703;1 n -vinare 1.09270 1.43252 1 -Pentane 0.963190 0.964126 n.Pentane 0.844604 0.695594 n-lexane 9.43569 3.12689 Casbon Dioxide 6.76916 12.6243 'Natal 2.90136 0.409085 Iriethylene Glycol 5.52393E-10 0.00152930 NiIrccen 0.0431623 0.0406099 Process Streams Accumulator Vapors Flash Gas Properties Phase: Vapor Status: From Bloch: To Block: Solved LA Solved VSSL-109 -- Property Units h4ess Ftoiv Il>/It f 48 4837. 51.88'51 c� la Dispersion Modeling Enterprise Feld Services- Roan Plateau Compressor Station MODELING OVERVIEW This attachment describes dispersion modeling evaluating compliance with National Ambient Air Quality Standards (NAAQS) an Colorado Ambient Air Quality Standards (CAAQS) for NO2. All sources were modeled with the emission rates and stack parameters described in the application package. Based on this modeling, the facility does not cause a modeled exceedance of standards. Ambient impacts from this facility were modeled in accordance with EPA's Guideline on Air Quality Models, Colorado Department of Public Health and Environment's Colorado Modeling Guideline for Air Quality Permits, and the AERMOD User's Guide. This document in organized in accordance with DEQ's Requirements. The facility is a proposed natural gas compressor station. it will consist of up to five reciprocating internal combustion engine (RICE) driven natural gas compressors, three RICE -driven electrical generators(only two will operate at one time), a small heater, Iwo dehydrators, two flares, tankage, and ancillary equipment. The facility will operate continuously. MODEL CHOICE AND PARAMETERS The facility was modeled with AERMOD, EPA's current recommended guideline model for multiple source modeling of short and long-term impacts in simple and complex terrain. AERMOD is a versatile model, able to perform the modeling functions of its predecessor, ISCST3, with only a modest increase in complication and run-time. AERMOD incorporates the PRIME downwash algorithm which treats stack downwash in an appropriate manner. The facility consists of a few point sources substantially shorter than GEP, buildings with significant potential for downwash, located in a region of primarily complex terrain with few immediate neighbors. AERMOD, like ISCTS3 before it, is well suited to this application. FACILITY LAYOUT A plot plan illustrating the site boundary, significant structures, and the emission points, is attached. Also attached is a portion of a topographic map illustrating the location of the facility relative to the nearest quarter section. FACILITY EMISSIONS The following table itemizes facility emissions and stack parameters. Note that all facility sources are point sources. Stack Exit Release Source Base Stack Velocit Stack Source ID Type Description Easting (X) Northing (V) Elevation Height Temp y Diameter NOX (rn) fmi (m) (m) (K) (m/s) (m) {g/s) 01 DEFAULT 742248 4383666 2448.02 16.764 738.71 37.795 0.701 0.90718 C2 DEFAULT 742235 4383666 2448.02 16.764 738.71 37.795 0.701 0.90718 C3 DEFAULT 742222 4383666 2446.02 16.764 738.71 37.795 0.701 0.90718 04 DEFAULT 742209 4383666 2446.02 16.764 738.71 37.795 0.701 0.90718 C6 DEFAULT 742196 4383886 2446.02 16.764 738.71 37.795 0.701 0.90718 01 DEFAULT 742247 4383625 2446.02 16.764 803.15 32.97 0.4572 0.50399 02 DEFAULT 742247 4383620 2446.02 16.764 803.15 32.97 0.4572 0.50399 G3 DEFAULT 742247 4383620 2446.02 18.76 803.15 32.97 0.4572 0 HEATER DEFAULT 742308 4383743 2446.02 5.096 366.48 6.7912 0.2012 0.0189 DE1fY1 DEFAULT 742314 4383743 2446.02 8.096 422.04 4.8768 0.3048 0.02268 DENY2 DEFAULT 742320 4383743 2448.02 6.096 422.04 4.8768 0.3048 0.02268 FLARE DEFAULT 742384.00 4383764.00 2446,02 18.29 1273.00 20 0.039 0.00378 eSattsEnterprise Roan Plateau Compressor Station 1 NEIGHBORING SOURCES Neighboring source data, attached, was provided by CDPHE. BUILDINGS AND STRUCTURES The proposed facility will include four structures with the potential to affect stack downwash. These structures were included in the modeling. Building dimensions and locations were determined from proposed site drawings. Building dimensions are as follows. Bldg elevation height UTME1 UTMNI UTM2 UTM3 UTM4 COMPRESS 2446 13.716 742183 4383685 742282 4383685 742262 4383667 742183 4383667 WAREHS 2446 6.7056 742222 4383832 742232 4393632 742232 4383608 742222 4383608 PROCESS 2446 5.4864 742279 4383686 742317 4383688 742317 4383668 742279 4393868 MCC 2446 5.4864 742251 4363626 742286 4383628 742266 4383618 742251 4383818 The facility boundary was defined based on proposed site drawings. Building and stack elevations were determined using AERMAP and the DEM terrain data, and the proposed site grading. RECEPTOR GRID Receptor grids were defined as follows. • A receptor grid of 20 meter spacing along the proposed fenceline, extending to a distance of 100 meters. • A receptor grid of 50 meter spacing extending to a distance of approximately 500 m from the facility. • A receptor grid of 250 meter spacing extending to a distance of 4 km, the radius of impact, from the facility. Receptor elevations were determined using AERMAP and the DEM terrain data referenced below. METEOROLOGICAL DATA AERMOD requires the user to develop site -related meteorological data incorporating surface and upper air observations, and details of the local terrain. A 5 -year meteorological data set, Bar -D, 2002-2006, for the facility was provided by CDPHE. TERRAIN DATA AERMOD requires digitized terrain data to establish source, building, and receptor and hill elevations. The following USGS 7.5 minute NAD 27 quadrangles were processed through AERMAP to generate this data. • Bull Fork • Circle_Dot_Gulch • Cutoff Gulch • Forked_Gulch • Long_Point • Mount_Blaine • Parachute • Red Pinnacle • McCarthy_Gulch The facility is located within the Circle Dot Gulch quadrangle. The terrain data for this quadrangle was plotted with the location of the facility identified. e�VisEnierpriss Roan Pialeau Comp essorStation 2 The facility and fine receptor grid are located within the Bull Fork, Cutoff Gulch, Mount Blaine, and Circle Dot Gulch quadrangles; the other quadrangles are Included for the purpose of encompassing the entire model domain, including neighboring sources. Background CDPHE provided an annual mean NO2 background concentration of 0.009 ppm; this was converted to ug/m3 using the procedure in the Modeling Guidelines; X(ppm) = X (ug/m3) / (40..9 * MW) or 0.009 ppm / (40.9 * 64) = 23.6 ug/m3 MODEL INPUTS AND ASSUMPTIONS Facility sources were modeled with the maximum hourly emission rates and stack parameters specified in the application forms and assuming continuous operation at the maximum rate. AERMOD was run with regulatory defaults, including rural terrain. MODELING Bowman Engineering's implementation of AERMOD was used to evaluate ambient impacts. A feature of Bowman's implementation is the ability to define and initiate multiple model runs from a single input file. Model runs for NOx each of the five years' of meteorological data were made, as were 5 model runs for NOx to establish the radius of impact of the facility. These model runs are described below. Radius of Impact (Jackrabbitaltrol)--5 Model Runs The radius of significant impact for the facility was established using a polar receptor grid having 1000 m radial spacing. Terrain elevations were determined from the USGS DEM data. The ROI modeling included the facility sources with the requested emission rate for NOx. The farthest distance at which the impact from the facility equaled or exceeded the significance level for NOx was taken to be the radius of impact. The greatest radius of significant impact was approximately 4 km. Further modeling was conducted as follows. Cumulative Modeling (Jackrabbitatt) — 5 Model Runs NOx impacts were modeled for each year using the receptor grid described earlier. Source groups were established as follows. • ALL, consisting of all sources, • JACRABB, consisting of only facility sources The modeled annual NO2 impacts are illustrated in the following table. Note that these are modeled impacts, without a 75% Ambient Ratio Method adjustment applied. The impacts are illustrated in attached figures, as are the receptor grid and the locations of neighboring sources. Applying the national default ARM of 75% to the maxim urn modeled annual impact, 58.4 ug/m3, gives 43.8 ug/m3. Adding the non -adjusted recommended background concentration of 0.009 ppm, converted to ug/m3, 23.6 ug/m3, results in a total maximum modeled concentration of 43.8 + 23.6 = 67.4 ug/m3; well below CAAQS and NAAQS. eg r isEnlevise Roars Plateau Compressor 3 SUMMARY The modeling indicates that the facility will not cause exceedances of applicable standards. The following tables summarize the modeling results. NOx Ambient Impacts Year Model Pon avg src grp high uglm3 utmh utmv elev m m rn 2002 jackrabbit alL2002 OTHER,USF OTHER ANNUAL ALL IST 56.98057 742152 4983790 2474.74 jackrabbit alt2002_OTHER.USF OTHER ANNUAL JACKRABB 1ST 56.36636 742152 4383790 2474.74 2003 jackrabbitart2003_OTHER.USF OTHER ANNUAL ALL 1ST 59.49487 742152 4383790 2474.74 jackrabbit a1L2003_OTHER.USF OTHER ANNUAL JACKRABB 1ST 52.86664 742152 4383790 2474.74 2004 jackrabbitart2004_OTHER.USF OTHER ANNUAL ALL 1ST 51.99401 742171.81 4383790.5 2478.61 Jackrabbftalt2004_OTHER,USF OTHER ANNUAL JACKRABB 1ST 61.38628 742171.81 4383790.5 2478.61 2005 jackrabbit aU.J005 0THER.USF OTHER ANNUAL ALL 1ST 58.41572 742152 4393790 2474.74 jackrabbit alt 2005 OTHER.USF OTHER ANNUAL JACKRABB 1ST 57.7608 742152 4383790 2474.74 2006 jackrabbitalt2008 OTHER.USF OTHER ANNUAL ALL 1ST 57.44285 742152 4383790 2474.74 jackrabbit alt 2008 OTHEFLUSF OTHER ANNUAL JACKRABB 1ST 56,88616 742152 4383790 2474.74 ATTACHED FILES The following files are referenced and attached. Miscellaneous files attached to or referenced by these files are also included. Name Description radius of impact and CO modeling files. includes data and Jackrabbitroi output Ides for 2002--2006 jackrabbitah fine grid modeling files neighboring source data e 5 P isEnterprise Roan Plateau Compressor Station 4 4388000- 4386000- 4384000- 4382000- 4380000- 4378000- 4376000- i r v 0 '^Inver + i ngA ►JiA,1111.r rightin111011401101- �bs ordarnannilltirina i Ai� ..lA�r�,rl - ..11 ..I.Iu 1 MMUSOMMEORMOMMINEMUMw ASWE,refMMm�'r�!!I!-III�l MMMMJMMG:M■. rrst �~r/ V :; „;„;;al,. n ,r ' ' u A o�0i roil Pr i /1�' .s I r 7. I ' N. .1 . A A Pet_ 1 k/ 1 n h ,� n , i' 4e4 0 738000 740000 742000 744000 746000 Enterprise Circle Dot Gulch 7.5 minute Berry Site Receptors �I I I I 4386000-- + + + + + + + + + + + 4385500- 4385000- 385500-4385000-- + + + + + + + + + + + + + + + + 4384500— + + + + + 1- + t + 4384000— + + + + + + + + + + + + + t$ ' = $ + + + + + 4383500— + + + + + 4383000— + + + + + + + ++} i ++ It+++ + + + + + + + + + + + + + + + + + + + + + + + + 4382500— + + + + + + + + + + + + + + + + + + 4382000— + + + + + + + + + + + + + + 4381500— + + + + + + + + + + + + 740000 740500 741000 741500 742000 742500 743000 743500 744000 744500 Enterprise Berry site annual NO2 concentrations and significance level with receptor grid 725000 730000 735000 740000 745000 750000 755000 Enterprise Neighboring Source Locations 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 0 PARCEL CORNER iI4MS OF DATUM NAD 27 COLORADO CENTRAL ZONE BASIS OF BEARINGS NORTH LINE OF South 1/2 OF SECTION 33 AND BEARING S 88° 19' 05"E MONUMENTED AS SHOWN. SECTION 33, TO TOWNSffillSOUL%1 'GE96WEST, of the othP.iL SGB°16'02'E 2644.77' w GLO BC m 0.1 W 0 GLO BC '1 / / I NAD83/86 LATITUDE' 39°34'17.408' LONGITUDE' -10890`56.349' 7LO BC S 79°37'22' E 330,73' S88'19'05'E NAD83/B6 LATITUDE' 39'34'17A11' LONG[TUDE' - 108'10'38.076' 2641.64' <,s, L1 LEASE PARCkt. v <� 17.53Ac.I Iv 1 1 ,i 1 ''r // J'II;II`idk r -,// CO:'Lf,F"ANT Igraded rD �/' �� ctd T5$ SEC. 33 R96W GLO BC SS8`19'003'E_+_ 2637.68; LINE TABLE LINE BEARING LENGTH Ll S8&°19'05'E 1430,84' L2 S261" 03'03'W 211.09' L3 S43'25'31'4/ 155,76' L4 S30°42'49'W 245,I2' L5 S54'00'19"W 392.5S" L6 S50'40' 'V 342,74' L7 N26'47`58'W 53882' LB N26'46'40'1,/ 279,42' L9 N29°47'1.4'14 374,99' STATEMENT OF SURVEYOR: I, 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 MYAUTHOURITY, COMMENCING ONTHE 101h DAY OF APRIL, 2008 , STATE THIS MAP ISA CORRECT REPRESENTATION OF THE SAID SURVEY. THE ABOVE SHOWN LEASE PARCEL BEING SUBJECT TO ANY EASEMENTS, CONDITIONS OR RESTRICTIONS THAT MAY EXIST ON AND WITHIN ITS LINES. LEASE PARCEL AREA: 763,522 SQUARE FEET OR 17.53 ACRES. PLS COLORADO 37055 GLO BC 007) 8825028 i RIFFIN & ASSOCIATES, INC. 1414 ELK Sr, ROCK SPRINGS, WV82901 DRAWN: 5/03/08 rcr SCALE: 1 1000' REVISED: DRG JOB No. 16044 -berry EXII/BITB SHEET1OF7 PROPOSED L EASE PARCEL IN THE N4 OF THE SW -4 OF SECTION 33, T5S, R96W, GARFIELD COUNTY, COLORADO PREPARED FOR: ENTERPRISE PRODUCTS 1./ \. / .• tf ;77 r • `v Il./..; It L., F.: Uri di° GAS(UISA)INC s. • ,k. jr i. r , q ,., Tiff. f..17 • � r' ' 1r 1 '^--- f 7i 4.44 .. 1 ++ `�4 ,7r��..�'.. i':' s •SPT, ... I. • USA r ' ' ; r ! f fi f � ( i 4 J r r (•_ r �.� ) • • i .' r r' +( C• tPRA ,VG1J'� y.. ('111(11.1:' 1)6.1 f,•( 1.(11 " „.07)382.5926' / & ASSOCIATES, INC. 1414 ELK ST., ROCK SPRINGS WY 82901 DRAWN: 8/03/08 - rar REVISED: SCALE: 1"= 1000' DRG JOB No. 16044 €XH1B1T/TOPO4 ENTERPRISE PRODUCTS PROPOSED LEASE PARCEL FOR SECTION33, T55, R96W, 6th P.M GARFIELD COUNT', COLORADO TOTAL PROPOSED AREA: 17.53 ACRES PROPOSED PIPELINE . .. Y 1 & MTIN& ROA)) ---� f LPam- COLORADO DEPARTMENT OF TRANSPORTATION ATE HIGHWAY ACCESS PERMIT . Y,// '1/47 , itt tea $100.00 Dale of transmittal 3/24/2007 Region/Section/Palml COOT Permit No. 307041 State Highway No/Mp/Side 006 M / 67.700 / L Local Jurisdiction 3 / 02 /09.2 Dave Jackson J Garfield County The Perrntttee(s): Specialty Restaurants Dennis Stahl 8191 E Kaiser Boulevard Anaheim, CA 92808 970-9134-3720 Applicant: a, Encana Oil and Gass USA Inc. Brenda Linster Herndon 2717 CR 215, Suite 100 Parachute, CO 81536 970-285-26013 is hereby granted permission to have an access to the state highway at the location noted Wow. The access shaft he constructed, maintained and used in accordance with this perms. including the State Highway Access Code and any attachments. terms, conditions and exhibits. This permit may be revoked by the issuing authority if at any time the permitted access and its use violate any parts of this permit. The issuing authority, the Department and their duty appointed agenic and employees shmll be held harmless against any action kir personal injury or property damage sustained by reason of the exercise of the permit_ POND,: 07-027 Location: Located on the south side oFflwy 006M, a distance of 1584 feet »:aat of MP 68. Access to Provide Service to: (Land use code:) 995 -Temporary Drilling Operation 170 -Gins Well Mainenancc Other terms and conditions: tiv (Sicc or Counr) 70 I0 (Units) DI IV DHV MUNICIPALITY OR COUNTY APPROVAL Required only when the appropriate local authority retains issuing auttrority. By Datil (x) Title Upon the signing of this permit the perm'ttee agrees to the terms and conditions and referenced attachments contained herein. All construction shall be completed in an expeditious and safe manner and shall be finished within 45 days from Initiation_ The permitted ar-ress shall be completed in accordance with the terms and conditions of the permit prior to being used. The permittee shalt notify Dred Brophy with the Colorado Department of Transportation, telephone nbr. (970) 248-7'361_} at least 48 hours prior to commencing construction within the State Highway right-of-way. The person signing as the permittee must be the owner or legal representative of the property served by the permitted access and have full authority to accept the permit end its terms and conditions Permittee Sign Pormftloe Printed e: f ►) l,4r�L1C�ft 11 Dale This permit is not valid until signed by a duly aulttorited representative of the Department. COLO DO DEPARTMENT OF TRANSPORTATION By j /'� Date (of issue) (x) Title r Make capes es necessaryfor. Previous editions are obsolete AI may not be used Loral' A lherity rnepector Brad Brophy COOT Form sitar este ialTCE Parol Traffic Engineer 09-2 Dave Jackson copy ulstrfbutiont Required' 1.Region 2Appiicent 3.Staff Access Section m N m d e o 0m 1010 m 3.H2Nm z .6a - w o m A 2F-111 m'4im .;P 8 m m Ng E �ro'7N �'r8gm N= 9a m 5�Agm A 7m•i .8 y.aa F t .9 0 0. 3 4 m ®dam n PWA 3042 B.81P-6 a S a o 3 3. J ] mmw o�m 3dmm E4 0. j W d;g� =0„ �O 4i nC ry N p 0 a h 011 d n O ] nn c�.R p3 O 4 a m am 3 4 O 7';aRaN Y K = b N N o H 3 e 0 mmryu� = rn^ y A g m Y ITD 2kza5E O' E .- a O C 9'oNnv • O m N a O 'm_ 0 4 R i Q A a R � 45C .Ftm 3 1 . 8. 013.0-4 _Z m < p 3 2' v g a d 1 _ O N 0-raeog ..s.*]30 n o 3 m o 3d 39v WPO7 e gm p 4 my �•� �a aSS a 1 ppG 0 A i W iw N C 2a N N ] . • pU STATE HIGHWAY ACCESS PERMIT 307041 Located on Highway 006M near RP 67.7 Right Issued to Specialty Restaurants TERMS AND CONDITIONS March 24, 2007 1. This access is only for the use and purpose stated in the Application and Permit. This Permit is issued in accordance with the State Highway Access Code (2 CCR 601-1), and is based in part upon the information submitted by the Permittee. The temporary portion of this access permit (Temporary Drilling Operation) will expire 3/24/08, following the expiration this access will serve as a Gas Well Mainenance access. Any subsequent relocation, reconstruction, or modifications to the access or changes in the traffic volume or traffic nature using the access shall be requested for by means of a new application. Any changes causing non-compliance with the Access Code may render this permit void, requiring a new permit. 2. This access shall be constructed 24-30 feet wide with turning radii to accommodate the minimum turning radius of the largest vehicle or 50 foot, whichever is greater. The turning radius shall be measured from the white line on the Hwy to the edge of the driveway. 3. The access shall be constructed perpendicular to the travel lanes of the State Highway for a minimum distance of 40 feet from the edge of roadway. Side slopes shall be at a 4:1 slope on the driveway. The driveway shall slope away from the highway at a -2% grade for the first 20 feet of driveway. This design shall be in conformance with section 4 of the State Highway Access Code, 2CCR 601-1. 4. Materials, Placing and Compaction of Driveway: Unless the applicant has approval from the Access Manager which may state otherwise, the following will be required for driveway construction. As a minimum the materials for this driveway shall include; Sub -base: class 3 gravel placed in 6 inch lifts, Base: 8 inches of class 6 gravel in two 4 -inch lifts, Surface: 4 inches of pavement in two 2 inch lifts. Compaction of the subgrade, embankments and backfill shall comply with section 203.08 of the Colorado Highway Standard Specifications for Road and Bridge Construction. 5. The access shall be surfaced in accordance with Section 4.7 of the Access Code immediately upon completion of earthwork construction and prior to use. This access shall be hard surfaced in accordance with Section 4.7 of the Access Code a minimum distance of 50 feet from the traveled way or to the CDOT Right -of -Way. Where the hard surface is to abut existing pavement, the existing pavement shall be saw cut and removed a minimum of one foot back from the existing edge for bituminous, or until an acceptable existing cross slope is achieved. Surfacing shall meet the Department's specifications with minimum surfacing to be equal to or greater than existing highway conditions. 6. A 24 -inch minimum culvert with protective end treatments shall be required for this access. The culvert shall be kept free of blockage to maintain proper flow and drainage. 7. A Notice to Proceed, CDOT Form 1265, is required before beginning construction on the access or any activity within the highway Right -of -Way. To receive the Notice to Proceed the applicant shall submit a complete packet to CDOT with the following items: (a) A cover fetter requesting a Notice to Proceed, and the intended date to begin construction. (b) Construction Plans Stamped (11"x 17" with a minimum scale of 1" = 50') by a Colorado Registered Professional Engineer in full compliance with the State Highway Access Code The plan shall provide: i) Plan view with driveway dimensions - turn radius, width, slope, gates, etc. STATE HIGHWAY ACCESS PERMIT 307041 Located on Highway 006M near RP 67.7 Right Issued to Specialty Restaurants TERMS AND CONDITIONS (cont.) March 24, 2007 ii) Typical road section - existing and proposed sub base, base, pavement, and shoulder dimensions. iii) Centerline profile of the access/Hwy connection showing depths, driveway slope, etc. (c) Certificate of insurance Liability as per Section 2.3(11)(1) of the State Highway Access Code. (d) A certified Traffic Control Plan in accordance with Section 2.4(6) of the Access Code. The Traffic Control Plan shall provide accessibility features to accommodate all pedestrians including persons with disabilities for all pathways during construction. 8. No drainage from this site shall enter onto the State Highway travel lanes. The Permittee is required to maintain all drainage in excess of historical flows and time of concentration on site. All existing drainage structures shall be extended, modified or upgraded, as applicable, to accommodate all new construction and safety standards, in accordance with the Department's standard specifications. 9. Open cuts, which are at least 4 inches in depth, within 30 feet of the edge of the State Highway traveled way, will not be left open at night, on weekends, or on holidays, or shall be protected with a suitable barrier per State and Federal Standards. 10. Nothing in this permit shall prohibit the chief engineer from exercising the right granted in CRS 43-3-102 including but not limited to restricting left hand turns by construction of physical medial separations. 11. The Permittee is responsible for obtaining any necessary additional Federal, State and/or City/County permits or clearances required for construction of the access. Approval of this access permit does not constitute verification of this action by the Permittee. Permittee is also responsible for obtaining all necessary utility permits in addition to this access permit. 12. All workers within the State Highway right of way shall comply with their employer's safety and health policies/procedures, and all applicable U.S. Occupational Safety and Health Administration (OSHA) regulations - including, but not limited to the applicable sections of 29 CFR Part 1910 - Occupational Safety and Health Standards and 29 CFR Part 1926 - Safety and Health Regulations for Construction. Personal protective equipment (e.g. head protection, footwear, high visibility apparel, safety glasses, hearing protection, respirators, gloves, etc.) shall be worn as appropriate for the work being performed, and as specified in regulation. 13. The Permittee shall provide accessibility features to accommodate all pedestrians including persons with disabilities for all pathways during and after construction. 14. The permittee is required to comply with the Americans with Disabilities Act Accessibility Guidelines (ADAAG) that have been adopted by the U.S. Architectural and Transportation Barriers Compliance Board (Access Board), and incorporated by the U.S. Attorney General as a federal standard. These guidelines are defining traversable slope requirements and prescribing the use of a defined pattern of truncated domes as detectable warnings at street crossings. The new Standards Plans and can be found on the Design and Construction Project Support web page at: http:llwww.dot.state.co.usfDesignSupport/, then click on Design Bulletins. 15. When it is necessary to remove any highway right-of-way fence, the posts on either side of the access entrance shall be securely braced with approved end posts and in conformance with STATE HIGHWAY ACCESS PERMIT 307041 Located on Highway 006M near RP 67.7 Right Issued to Specialty Restaurants TERMS AND CONDITIONS (cont.) March 24, 2007 the Department's M-607-1 standard, before the fence is cut, to prevent slacking of the remaining fence. All materials removed shall be returned to the Department. 16. It shall be the responsibility of the Permittee to maintain adequate site distance for this driveway. Trimming of vegetation or trees to maintain adequate site distance is the sole responsibility of the permittee. 17. Any damage to present highway facilities including traffic control devices shall be repaired immediately at no cost to the Department and prior to continuing other work. 18. During access construction no construction personnel vehicles will be permitted to park in the state highway right-of-way, 19. if the access has a gate across it, the gate shall be set back far enough from the highway so that the longest vehicle using it can clear the roadway when the gate is closed. 20. Any mud or other material tracked or otherwise deposited on the roadway shall be removed daily or as ordered by the Department inspector. If mud is an obvious condition during site construction, it is recommended that the contractor build a Stabilized Construction Entrance or Scrubber Pad at the intended construction access to aid in the removal of mud and debris from vehicle tires. The details of the Stabilized Construction Entrance is found in the M & S Standards Plan No. M-208-1. 21. A fully executed complete copy of this permit and the Notice to Proceed must be on the job site with the contractor at all times during the construction. Failure to comply with this or any other construction requirement may result in the immediate suspension of work by order of the Department inspector or the issuing authority. 22. No work will be allowed at night, Saturdays, Sundays and legal holidays without prior authorization from the Department. The Department may also restrict work within the State Highway right-of-way during adverse weather conditions. 23. The access shall be completed in an expeditious and safe manner and shall be completed within 45 days from initiation of construction within State Highway right-of-way or in accordance with written concurrence of the Access Manager. All construction shall be completed in a single season. 24. All costs associated with any type of utility work will be at the sole responsibility and cost of the permittee and at no cost to CDOT, 25. Areas of roadway and/or right-of-way disturbed during this installation shall be restored to their original conditions to insure proper strength and stability, drainage and erosion control. Restoration shall meet the Department's standard specifications for topsoil, fertilization, mulching, and re -seeding. 26. Upon the completion of the access and prior to any use as allowed by this permit, the applicant shall notify the Access Manager by certified mail within 10 days to request a final inspection. This request shall include certification that all materials and construction have been completed in accordance with all applicable Department Standards and Specifications; and that the access is constructed in conformance with the State Highway Access Code, 2 CCR 601-1, including this permit. The engineer of record as indicated on the construction plans, shall be present for this inspection. The access serviced by this permit may not be opened to traffic until written approval has been given from the CDOT Access Manager. STATE OF COLOKkDO DEPARTMENT OF TRANSPORTATION Traffic & Safety Section 222 South 6th Street, Room 100 Grand Junction, Colorado 81501 (970) 248-7230 April 13, 2007 Brenda I.,inster Herndon Encana Oil and Gas USA Inc. 2717 CR 215, Suite 100 Parachute, CO 81536 RE: State Highway Access Permit No. 307041, Located on Highway 006, Milepost 67.7, in County Garfield Dear Permittee or Applicant: Enclosed is your Notice to Proceed for the above stated access permit. This Notice to Proceed is valid only if the referenced Access Permit has not expired. Access Permits expire one year from the date of issue if not under construction or complete. Your permit will expire on April 13, 2008. Access Permits may be extended in accordance with Section 2.3(11)(3), of the Access Code. Please contact me if you want to extend your permit. You must obtain a new Notice to Proceed following the suspension of work through the winter (1s° of November— end of March). • You shall notify the C.D.O.T. Inspector, Rodney Gramham, in Parachute, at (970) 283-5544 at least 48 hours prior to commencing construction within the State Highway right-of-way. All construction shall be completed in an expeditious and safe manner and shall be finished within 45 -days from initiation. • You must contact the C.D.©.T. Inspector listed above upon completion of the access construction to request a final inspection prior to any use as allowed by this permit. • All materials and construction shall be completed in accordance with all applicable Department Standards and Specifications, and constructed in conformance with 2 CCR 601-1, State Highway Access Code, including any additional terms and conditions of the issued permit. • A fully endorsed copy of the issued Access Permit and Notice to Proceed shall be available for review at the construction site during construction. If you have any questions, or need more information, please contact me at the above numbers. Sincerely, axielattivl Dan Roussin Permit Unit Manager Cc: file COLORADO DEPARTMENT OF TRANSPORTATION STATE HIGHWAY ACCESS CODE NOTICE TO PROCEED Perm ttee(s): Specially Restaurants Dennis Stahl 8191 E Kaiser Boulevard Anaheim, CA 92808 CDOT Permit No. 307041 SHIS'M P 006 M 1 67.700 L Local JJrisdiction Garfield County Applicant: Encana Oil and Gas USA Inc. Brenda Linster Herndon 2717 CR 215, Suite 100 Parachute, CO 81536 The permittee is hereby authorized to proceed with access construction within state highway right-of-way in accordance with the above referenced State Highway Access Permit and this Notice to Proceed. This Notice to Proceed is valid only if the referenced Access Permit has not expired. Access Permits expire one year from date of issue if not under construction, or completed. Access Permits may be extended in accordance with Section 2.3(11)(d), of the Access Code. Adequate advance warning is required at all times during access construction, in conformance with the Manual on Uniform Traffic Control Devicesfar greets and Highways. All construction shall be completed in an expeditious and safe manner and shall be finished within 45 clays from initiation. The permittee or applicant shall notify the Department prior to commencing construction as indicated on the Access Permit. Both the Access Permit and this Notice To Proceed shall be available for review at the construction site. This Notice to Proceed is conditional. The fol lowing items shall be addressed prior to or during construction as appropriate. M unicipality or County Approval (When the appropriate local authority retains issuing authority) By Tile (X This Notice is not valid until signed by a duly authorized representative of the Department Colorado Department of Transportation BY 7. i 1x) , // /� -), ,� 1.-. - t _SLS.... Copy distribution: 'Poquired:' Make copiesasnecessary for: 1. region (original) Local Authority Inspector Brad Brophy 2. Applicant MICE Patrol Traffic Engineer 3. Safi Access Suction 09-2 Dave Jackson Title Date Date Form 1265 8198, 6199 TRAFFIC CONTROL PLAN REV. N0: NUMBEfi _ I DATE: SHEET: OF; 1 CDOY Acown; 00, .3d 70 Y7 Notice to Prot Spe. cIflcat€oris-ExhIb t In accordance with Ar;:. Permit Terms and Conditions, these tip :..:.,:alioris and special?ro- visions were subs, • to CDOT by the ApplicE nt's Enginee. ;.s P, cord. The Permrtee shall complete all construction in accordance with these specificallons and special provisions - and a;sociat,,; ._,.r,ihit Aj ROAD WORK APPROACH CENTERLINE PROFILE HORIZONTAL SCALE: 1=50' VERTICAL SCALE: 1 - 10' 0 T 8 0 qt, 5072.1 - t- 50706 %.114?='; --11727.TU 0•01.3 co 5056.2 5071.49 5067.1 5070.30 c, / - a 7 3064.3 Ij 5062.5 •,..) 5065.10 rk 3061.1 / 5060.4 5061.60 111/ 5060.0 5060.0 0 NO1103S SSOtiO WDIdM o Pe,grem r I SVCS: 0--35 BVCE.- 5071.913 b P ==•= 6 11 1 < 0; < Is cr 6 • 0 •=•. VCS: 04-85 8 EVCE: 5059.651 50 0 25 50 (SCALE (14 FEET) 241 5 su 0 ID o 3 -t sn'vu m• =02 ' 2 if -., b. a 8 g • 5- j • a .2 8 0 MX' Y0L.111, 6.33 Sd3.3M0 rvi t''''..0X-1"1. 01 I" 0-00:4' co 0 =19 --..1 02=1!......Thr_l•-,„),.. -oLlo 6---=0•5; 0 c't5o).34-urrfl• 0C),..00..c).-‹ ' '-'1•C=101='''(-3 >-,51'1--- L. Frt-r•I'2.P,P> ">Z1:90003'C '..-I.: 1. a 0 . 3, n -*.x,-.• c/K -u u o Q 0 '..2 "ri ,.= . 0 0 , 61 -,, ,,,, •,-, :-..c_Inzi Z2, --,c i '10z0x ''• >9.3.000,—):.0 0 0 z CI Z. „,-- 0 0 0 7-• n it: r=1 rim 01 ..-....6.1 Or- I •. .'t 0 , ••▪ •tzn••.--&-,. .. rs ••=1 X. - 1...- *.c.:•,,,oc2_00 0 , 0 kre, : =mg i„...,, _ucri mr1 I.,, tc.= - ,-1 7, a r''.W r•=1 0"."4,57-..C7 4 -7i: ,...,..),,,,i -•c • ). < • —; 33 ,- r- COLORADO DEPARTMENT OF TRANSPORTATION STATE HIGHWAY ACCESS PERMIT . y// '5/07 , Permit fee re -DOT Penreal Vo. 307041 $100.00 Dote of transmittal 3/24/2007 R eg i o n/S action fP a l rol 3 / 02 /09-2 Dove Jackson State Highway No/htp/Side 006 M / 67.700 / L Local Jurisdiction Garfield County I ne toerrnatee(s); Specialty Restaurants Dennis Stahl 8191 E Kaiser Boulevard Anaheim, CA 92808 970-954-3720 Applicant: Encana Oil and Gals USA Inc. Brenda Linster Herndon 271 7 CR 215, Suite 100 Parachute, CO 81536 970-285-2608 Ref No.: 07-027 is hereby granted permission 10 have an access to the state highway at the location noted below. The access shall be constructed, maintained and used in accordance with this permit, .including the State i-ilghway Access Coro and any attachments, temps, conditions and exhibits. This permit may be revoked by the issuing authority if at any time the permitted access and its use violate any pans of this permit. The issuing authority, the Department and their duly appointed oganta and employees shall be held harmless against any action for personal injury or property damage sustained by reason of the exercise of the permit Location' Located on the south side of Hwy 006M, a distance of 1584 fcet WAR of MP 68. Access to Provide Service to: l 1 (Land Use Codc:) (Size or Coure) {Unita) 995 • Temporary Drilling Operation 20 DIIV 170 -Gas Well Mainenance W f)HV Other terms and conaitions: MUNICIPALITY OR COUNTY APPROVAL Required only when the appropriate local authority retains issuing authority. By (x) Upon the signing of this permit the permittee agrees to the terms and conditions and referenced attachments contained herein, All construction shall be completed in an expeditious and safe manner and shall be finished within 45 days from initiation- The permitted access shall he completed in accordance with the terms and conditions of the permit prior to being used. The permittee shall notify Bred Brophy with the Colorado Department of Transportation, telephone nbr. (970) 248-7360 at least 48 hours prior to commencing construction within the State Highway right-of-way. The person signing as the permittee must be the owner or legal representative of the property served by the permitted access and have full authority to accept the permit and its terms and conditions Date Title Permittee Sign (x) Permlitde Printed ' . C t C , ‘441/1 .0 TAt-L,ctt —7 This permit is not valid until signed by a duly authorized representative of the Department. COLO DO DEPARTMENT OF TRANSPORTATION Date 4A 5 -o By , %� Date {� issue) Copy Distribution: Required: i.Rogion 2Appliaant 3.Statf Access Section Title (2) / v ttlake copies as necessary tor. Previous editions are obsolete and may not be used L ! Alahority Inssocor Brad Brophy COOT Form et101 6158 MTCE Patrol Traffic Engineer 09.2 Dave Jackson Pi sagiR o STATE HIGHWAY ACCESS PERMIT 307041 Located on Highway 006M near RP 67.7 Right Issued to Specialty Restaurants TERMS AND CONDITIONS March 24, 2007 1. This access is only for the use and purpose stated in the Application and Permit. This Permit is issued in accordance with the State Highway Access Code (2 CCR 601-1), and is based in part upon the information submitted by the Permittee. The temporary portion of this access permit (Temporary Drilling Operation) will expire 3/24/08, following the expiration this access will serve as a Gas Well Mainenance access. Any subsequent relocation, reconstruction, or modifications to the access or changes in the traffic volume or traffic nature using the access shall be requested for by means of a new application. Any changes causing non-compliance with the Access Code may render this permit void, requiring a new permit. 2. This access shall be constructed 24-30 feet wide with turning radii to accommodate the minimum turning radius of the largest vehicle or 50 foot, whichever is greater. The turning radius shall be measured from the white line on the Hwy to the edge of the driveway. 3. The access shall be constructed perpendicular to the travel lanes of the State Highway for a minimum distance of 40 feet from the edge of roadway. Side slopes shall be at a 4:1 slope on the driveway. The driveway shall slope away from the highway at a -2% grade for the first 20 feet of driveway. This design shall be in conformance with section 4 of the State Highway Access Code, 2CCR 601-1. 4. Materials, Placing and Compaction of Driveway: Unless the applicant has approval from the Access Manager which may state otherwise, the following will be required for driveway construction. As a minimum the materials for this driveway shall include; Sub -base: class 3 gravel placed in 6 inch lifts, Base: 8 inches of class 6 gravel in two 4 -inch lifts, Surface: 4 inches of pavement in two 2 inch lifts. Compaction of the subgrade, embankments and backfill shall comply with section 203.08 of the Colorado Highway Standard Specifications for Road and Bridge Construction. 5. The access shall be surfaced in accordance with Section 4.7 of the Access Code immediately upon completion of earthwork construction and prior to use. This access shall be hard surfaced in accordance with Section 4.7 of the Access Code a minimum distance of 50 feet from the traveled way or to the CDOT Right -of -Way. Where the hard surface is to abut existing pavement, the existing pavement shall be saw cut and removed a minimum of one foot back from the existing edge for bituminous, or until an acceptable existing cross slope is achieved. Surfacing shall meet the Department's specifications with minimum surfacing to be equal to or greater than existing highway conditions. 6. A 24 -inch minimum culvert with protective end treatments shall be required for this access. The culvert shall be kept free of blockage to maintain proper flow and drainage. 7. A Notice to Proceed, CDOT Form 1265, is required before beginning construction on the access or any activity within the highway Right -of -Way. To receive the Notice to Proceed the applicant shall submit a complete packet to CDOT with the following items: (a) A cover letter requesting a Notice to Proceed, and the intended date to begin construction. (b) Construction Plans Stamped (11"x 17" with a minimum scale of 1" = 50') by a Colorado Registered Professional Engineer in full compliance with the State Highway Access Code The plan shall provide: i) Plan view with driveway dimensions - turn radius, width, slope, gates, etc. STATE HIGHWAY ACCESS PERMIT 307041 Located on Highway 006M near RP 67.7 Right Issued to Specialty Restaurants TERMS AND CONDITIONS (cont.) March 24, 2007 ii) Typical road section - existing and proposed sub base, base, pavement, and shoulder dimensions. iii) Centerline profile of the access/Hwy connection showing depths, driveway slope, etc. (c) Certificate of Insurance Liability as per Section 2.3(11)(i) of the State Highway Access Code. (d) A certified Traffic Control Plan in accordance with Section 2.4(6) of the Access Code. The Traffic Control Plan shall provide accessibility features to accommodate all pedestrians including persons with disabilities for all pathways during construction. 8. No drainage from this site shall enter onto the State Highway travel lanes. The Permittee is required to maintain all drainage in excess of historical flows and time of concentration on site. All existing drainage structures shall be extended, modified or upgraded, as applicable, to accommodate all new construction and safety standards, in accordance with the Department's standard specifications. 9. Open cuts, which are at least 4 inches in depth, within 30 feet of the edge of the State Highway traveled way, will not be left open at night, on weekends, or on holidays, or shall be protected with a suitable barrier per State and Federal Standards. 10. Nothing in this permit shall prohibit the chief engineer from exercising the right granted in CRS 43-3-102 Including but not limited to restricting left hand turns by construction of physical medial separations. 11. The Permittee is responsible for obtaining any necessary additional Federal, State and/or City/County permits or clearances required for construction of the access. Approval of this access permit does not constitute verification of this action by the Permittee. Permittee is also responsible for obtaining alt necessary utility permits in addition to this access permit. 12. All workers within the State Highway right of way shall comply with their employer's safety and health policies/procedures, and all applicable U.S. Occupational Safety and Health Administration (OSHA) regulations - including, but not limited to the applicable sections of 29 CFR Part 1910 - Occupational Safety and Health Standards and 29 CFR Part 1926 - Safety and Health Regulations for Construction. Personal protective equipment (e.g. head protection, footwear, high visibility apparel, safety glasses, hearing protection, respirators, gloves, etc.) shall be worn as appropriate for the work being performed, and as specified in regulation. 13. The Permittee shall provide accessibility features to accommodate all pedestrians including persons with disabilities for all pathways during and after construction. 14. The permittee is required to comply with the Americans with Disabilities Act Accessibility Guidelines (ADAAG) that have been adopted by the U.S. Architectural and Transportation Barriers Compliance Board (Access Board), and incorporated by the U.S. Attorney General as a federal standard. These guidelines are defining traversable slope requirements and prescribing the use of a defined pattern of truncated domes as detectable warnings at street crossings. The new Standards Plans and can be found on the Design and Construction Project Support web page at: htto://www.dot.state.co.us/DesicinSu000rt./, then click on Design Bulletins. 15. When it is necessary to remove any highway right-of-way fence, the posts on either side of the access entrance shall be securely braced with approved end posts and in conformance with STATE HIGHWAY ACCESS PERMIT 307041 Located on Highway 006M near RP 67.7 Right Issued to Specialty Restaurants TERMS AND CONDITIONS (cont.) March 24, 2007 the Department's M-607-1 standard, before the fence is cut, to prevent slacking of the remaining fence. All materials removed shall be returned to the Department. 16. It shall be the responsibility of the Permittee to maintain adequate site distance for this driveway. Trimming of vegetation or trees to maintain adequate site distance is the sole responsibility of the permittee. 17. Any damage to present highway facilities including traffic control devices shall be repaired immediately at no cost to the Department and prior to continuing other work. 18. During access construction no construction personnel vehicles will be permitted to park in the state highway right-of-way. 19. If the access has a gate across it, the gate shall be set back far enough from the highway so that the longest vehicle using it can clear the roadway when the gate is dosed. 20. Any mud or other material tracked or otherwise deposited on the roadway shall be removed daily or as ordered by the Department inspector. If mud is an obvious condition during site construction, it is recommended that the contractor build a Stabilized Construction Entrance or Scrubber Pad at the intended construction access to aid in the removal of mud and debris from vehicle tires. The details of the Stabilized Construction Entrance is found in the M & S Standards Plan No. M-208-1. 21. A fully executed complete copy of this permit and the Notice to Proceed must be on the job site with the contractor at all times during the construction. Failure to comply with this or any other construction requirement may result in the immediate suspension of work by order of the Department inspector or the issuing authority. 22. No work will be allowed at night, Saturdays, Sundays and legal holidays without prior authorization from the Department. The Department may also restrict work within the State Highway right-of-way during adverse weather conditions. 23. The access shall be completed in an expeditious and safe manner and shall be completed within 45 days from initiation of construction within State Highway right-of-way or in accordance with written concurrence of the Access Manager. All construction shall be completed in a single season. 24. Ail costs associated with any type of utility work will be at the sole responsibility and cost of the permittee and at no cost to CDOT, 25. Areas of roadway and/or right-of-way disturbed during this installation shall be restored to their original conditions to insure proper strength and stability, drainage and erosion control. Restoration shall meet the Department's standard specifications for topsoil, fertilization, mulching, and re -seeding. 26. Upon the completion of the access and prior to any use as allowed by this permit, the applicant shall notify the Access Manager by certified mail within 10 days to request a final inspection. This request shall include certification that all materials and construction have been completed in accordance with all applicable Department Standards and Specifications; and that the access is constructed in conformance with the State Highway Access Code, 2 CCR 601-1, including this permit. The engineer of record as indicated on the construction plans, shall be present for this inspection. The access serviced by this permit may not be opened to traffic until written approval has been given from the CDOT Access Manager. STATE OF COLORADO DEPARTMENT OF TRANSPORTATION Traffic & Safety Section 222 South 6th Street, Room 100 Grand Junction, Colorado 81501 (970) 248-7230 April 13, 2007 Brenda Linster Herndon Encana Oil and Gas USA Inc. 2717 CR 215, Suite 100 Parachute, CO 81536 FANNIE 1.11=10111111.11116,11. RE: State Highway Access Permit No. 307041, Located on Highway 006, Milepost 67.7, in County Garfield Dear Permittee or Applicant: Enclosed is your Notice to Proceed for the above stated access permit. This Notice to Proceed is valid only if the referenced Access Permit has not expired. Access Permits expire one year from the date of issue if not under construction or complete. Your permit will expire on April 13, 2008, Access Permits may be extended in accordance with Section 2.3(11)(3), of the Access Code, Please contact me if you want to extend your permit. You must obtain a new Notice to Proceed following the suspension of work through the winter (1s` of November— end of March). 9 You shall notify the C.D.O.T. Inspector, Rodney Gramham, in Parachute, at (970) 283-5544 at least 48 hours prior to commencing construction within the State Highway right-of-way. All construction shall be completed in an expeditious and safe manner and shall be finished within 45 -days from initiation, o You must contact the C.D.O.T. Inspector listed above upon completion of the access construction to request a final inspection prior to any use as allowed by this permit. O All materials and construction shall be completed in accordance with all applicable Department Standards and Specifications, and constructed in conformance with 2 CCR 601-1, State Highway Access Code, including any additional terms and conditions of the issued permit. • A fully endorsed copy of the issued Access Permit and Notice to Proceed shall be available for review at the construction site during construction. If you have any questions, or need more information, please contact me at the above numbers. Sincerely, )c(duoLvv, Dan Roussin Permit Unit Manager Cc: file COLORADO DEPARTMENT OF TRANSPORTATION STATE HIGHWAY ACCESS CODE NOTICE TO PROCEED MOT Permit No. 307041. SHjS'MP 006 M / 67.700 / L Local Jjrisdiction Garfield County Permittees): Applicant: Specialty Restaurants Encana Oil and Gas USA Inc. Dennis Stahl Brenda Linster Herndon 8191 E Kaiser Boulevard 2717 CR 215, Suite 100 Anaheim, CA 92808 Parachute, CO 81536 The permittee is hereby authorized to proceed with acre construction within state highway right-of-way in accordance with the above referenced State Highway Access hermit and this Notice to Proceed. This Notice to Proceed is valid only if the referenced Access Permit has not expired. Access Permits expire one year from date of issue if not under construction, or completed. Access Permits may be extended in accordance with Section 2.3(11)(d), of the Access Code. Adequate advance warning is required at all times during ac cessconsiruction, in conformance with the Manual on Uniform Traffic Control Devices for Streets and Highways. All construction shall be completed in an expeditious and safe manner and shall be finished within 45 days from initiation. The permittee or applicant shall notify the Department prior to commencing construction as indicated on the Access Permit. Both the Access Permit and this Notice To Proceed shall be available for review at the construction site. This Notice to Proceed is conditional. The following items shall be addressed prior to or during construction as appropriate. Municipality or County Approval (When the appropriate local authority retains issuing authority) BY (X) Title This Notice isnot valid until signed by a duly authorized representative of the Department Colorado Department of Transportation BY (X) // Copy distribution: Tit!e i / , _ 7' �rx{uired: Make copies as necessary for: 1, Region (original) Loc Authority Inspector grad Brophy 2. Applicant MICE Patrol Traffic Engineer 3. Ralf Access Section 09-2 Dave )acKKson Date Dale Form 1265 8198, 6/99 TRAFFIC CONTROL PLAN REV. -NO 1NUMsER: DATE: 'SHEET: OF: D0S CDOI Acca Palm! 06. 3 6 7 6 ‘11 Notice to Prowler! "ix,liflcations-Exhib t B In accordance with Permit Terms and Conditions, these sr -...1:;aliens and special gyro.. visions were sub- • ;, d to CDOT by the Applicant's Engines:. cel Record. The Permittee shall cmpiete all construction in accordonce with these specifications and special provisions - and a 5sociat . n•.; ., f, ir,i° .4) 500' ROAD WORK C 2 ; 50 0 25 50 �� °ten i-� 'O (SCALE IN FET) II P.I TT', \r V7 Se3e of Pe,zr.,m! al 8RU4lV / N I c SVCS: ,5.�}5 fl' v \' o� i HVCE.. 503,.90 c •�'+, 1,1 P Ti' -"7b / tl v CJ • 1: LLP Z j EVCS. O�B5 _ m '� 'a o ! EVCf: 5059.E9 o t 07/28/29E8 15:29 9706258527 GARCO ROAD BRIDGE PAGE 02/05 Garfield County i A Iicat on for lrivewa Perim Person. Obtaining Permit: Encana Oil and Gas(tISA), Inc. Application Date: 7/28/2(708 County Road Number: 300 District: Silt Permit Number_ GRBO8-D-77 Termination Date: 8128/21108 Inspector: Bert Carliiz hereby requests permission and authority from the Board of County Corrtrnis5ioners to construct a driveway approach (es) on the right-of-way off of County Road, 300,1 g40t1 South of CR 304 t Hwy 6 & 34, located an the Fest side of road for the putpose of obtaining access to property. Applicant submits herewith for the consideration and. approval of the Board of County Commissioners, a sketch of the proposed installation showing all he necessary specification. detail including: 1. Frontage of lot along road. 2. Distance from centerline of road to property line. 3. Number of driveways requested 4. Widta. of propoaed driveways and angle of approach. 5. Distance from driveway to road intersection, if any. 6. Size and shape of area separating driveways if more than one approach_ 7. Setback distance of buikding(s) and other structure improvements. -.. 8. •.Na unloading of. equipment on county road, any damage caused to county road will bc-repaired at subdivision expense. 9. Responsible for two years from the date of completion. General Provisions 1) The applicant represents all parties in interest, and affirrm that the driveway approach (es) is to be constructed by him for the bona fide purpose of securing access to his property and not for the purpose of doing business or servicing vehicles on the road right of way. 2) The applicant shall furnish all labor and materials, perform all work, and pay ail costs in connection with the construction of the driveway(s). All work shall be completed within thirty (30) days of the permit date. 3) The type of construction shall he as designated and/or approved by the Board of County Commissioners or their representative and all materials used shall bc of satisfactory quality and subject to inspection and approval of the Board of County Commissioners or their representative. 4) The traveling public shall be protected during the installation with proper warning signs and signals and the Board of County Commissioners arid their duly appointed agents and employee shall bc held harmless against any action for personal injury or property damage sustained by any reason of the exercise of the Permit, 5) The Applicant shall assume responsibility for the removal or clearance of snow, ice, or sleet upon any portion of the driveway approach (es) even though deposited on the driveway(s) in the course of the County snow removal operations. Z'd eL1:60809Zlnf 77/28/261313 15:29 9706258627 GARCO ROAD BRIDGE PAGE 03/05 6) In the event it becomes necessary to remove any right-of-way fence, the posts or either side of the entrance shall be surely braced before tate fence is cut to prevent any slacking of the remaining Fence and ail posts and wire removed shall be turned over to the District Road Sticerbisor of the Board cf County Commissioners. 7) No revisions or additions shall be made to the driveway(s) or its appurtenances on the right-of-way without written permission of the Board of County Commissioners, 8) Provisions and specifications outlined herein shall apply on all roads under the jurisdiction of the Board of. County Commissioners of Garfield County. Colorado, and the Specifications, set forth on the attached hereof and incorporated herein as conditions hereof. 9) Final inspection of driveway will be required upon completion and must be approved by persona issuing permit or representative of person issuing permit. The inspection end sign off must be dune prior to any CO from the Building and Planning Department being issued. 10) Contractor agrees to alt Provisions in Exhibit A. Special Condltiaps: 1. Driveway Width- 30ft 2. Culvert required True Size: 15 inch by lOOft 3. Asphalt or concrete pad required? True Size of pnd: lOOft wide x 2Oft long x 4 is thick 4. Gravel portion required? True Length: IOOft 5. Trees, brush and/or fence need to bc.removeal for visibility? True 6. Distance and Dircctiion:,tps needed for safety and visibility 7. Ceirtified Traffic Control Required? True S. Work zone signs required? True 9. Stop sign required sat entrance to County Rd In signing this.applicatiom and upon receiving authorization and permission to install the driveway approach (es) described.herein the Applicant signifies that he -has re -ad, understands and accepts the foregoing provisions and conditions'.. end-agrdes to canstrueithe driveway(5) in accordance with the accompanying specification plan reviewed and approved by the Board of County Commissioners. encore Oil and Gas( USA), Inc. Address: 27/ CA'2/S ,sT� /pd �9x�c'u7 co '/63 Signed: Telephone 'umber: '?O e -13 y` V2 SO Permit granted 7/28l20O8. subject to the provisions, specifications and conditions vdputated herein, For Board of Co . yCommissioners' of Garfield County. Colorado: Representative of Garfield County road and Bridge Signature c•ri ePL:R1 Gn R7 inr 5pecificatlans 1. A driveway approach is understood to he that portion of the county road right -of way between the pavement edge and the property line that is designed and used for the interchange of traffic between the roadway and abutting property. At any intersection, a driveway shall be restricted for a sufficient distance from the intersection to preserve the normal and safe movement of traffic. (It is recommended for rural residence entrances that a minimum intersection clearance of 50 feet be provided and for rural commercial entrances a minimum of 100 feet be provided.) 3. All entrances and exits shall he so located and constructed that vehicles approaching or using them will be able to obtain adequate sight distance in both directions along the county road in order to maneuver safely and without interfering with county road traffic. 4. The Applicant shall not be permitted to erect any sign or display material, either fixed or movable, on or extending over any portion of the county road right-of-way. 5. Generally, no more than one approach shall be allowed any parcel or property the frontage of which is less than one hundred (100) feet. Additional entrances or exits for parcels having a frontage in excess of one hundred 100) feet shall be permitted only after showing of actual convenience and necessity. 6. All driveways shall be so located that the flared portion adjacent to the traveled way will not encroach, upon adjoining property. 7. No commercial driveway shall have a width greater than thirty (30) feet measured at right angles to the .centerline of the driveway except as increased by permissible radii. No noncommercial driveway shall have a width greater than twenty (20) feet measured at right angles to the centerline of the driveway, except as increased by permissible radii. 8. The axis of an approach to the road may be at a right angle to the centerline of the county road and of any angle between ninety (90) degrees and sixty (60) degrees but shall not be less than sixty (60) degrees. Adjustment will be made according to the type of traffic to be served and other physical conditions. 9. The construction of parking or servicing areas on the county road right-of-way is specifically prohibited. Commercial establishments for customer vehicles should provide off -the -road parking facilities. 10. The grade of entrance and exit shall slope downward and away from the road surface at the same rate as the normal shoulder slope and for a distance equal to the width of the shoulder but in no case less than twenty (20) feet from the pavement edge. Approach grades are restricted to not more than ten percent (10%). 11, All driveways and approaches shall be so constructed that they shall not interfere with the drainage system of the street or county road. The Applicant will be required to provide, at his own expense, drainage structures at entrances and exits, which will become an integral part of the existing drainage system. The Board of County Commissioners or their representative, prior to installation, must approve the dimensions and types of all drainage structures. Note: This permit shall be made available at the site where and when work is being done. A work sketch or drawing of the proposed drivewa.y(s) must accompany application. No permit will be issued without drawing, blueprint, or sketch. ri7;)N VALI. CONsIR' 1i0N MA!NA€ AIE,VT, 1038 CouNty Rd 323 RiUE, CO 81650 I!Vc. Enterprise Gas Processing, LLC Marathon Gathering System- Development Plan Review for Right - of -Way Application Submittal Item Tab 8- Primary Project Participants 9.07.04 (7) Listing of company representative, company and individual acting as an agent for the company and construction company contacts. There are no federal and state agency contacts. EPCO Inc.- Authorized Representative Mr. Alex Lopez P.O. Box 1298 Grand Junction, CO 81502 Phone: 970-261-6305 Email: aslopez@epco.com Forerunner Corporation - Project Designer and Surveyor Bradley Olsen Forerunner Corporation 3900 South Wadsworth Blvd. Suite 600 Lakewood, CO 80235 Phone: 303-696-0223 Email: b.olsen@forerunnercorp.com Pipeline Construction Company Marty Jorgensen Barnard Pipeline, Inc. PO Box 362 Bozeman, MT 59771 Phone: 406-5 86-2969 Email: marty.jorgensen@barnard-inc.com Page 1 of 2 Compressor Station Construction Company Mike Pratt Optimized Process Design 25610 Clay Road Katy, TX 77493 Phone: 281-371-5911 Email: mike.pratt@opd-inc.com Thank you for your assistance on this project. Please contact me with any questions that you may have. Sincerely, Philip B. Vaughan President PVCMI- Land Planning Division Page 2 of 2 1038 Courcy Rd 323 rtw Riff, CO 81b50 Enterprise Gas Processing, LLC Marathon Gathering System- Development Plan Review for Right - of -Way Application Submittal Item Tab 9- Project Facilities 9.07.04 (8) The Enterprise Gas Processing, LLC- Marathon Gathering System project facilities are noted in attached mapping prepared by Forerunner Corporation in Tab 2- Vicinity Map 9.07.04 (1). Additionally, please find attached within this tab, detailed drawings and geotechnical reports for the Jackrabbit Compressor Station. The following information is attached: A. Jackrabbit Compressor Station 1. Plot Plan- P13436-976-300 Rev. 2 elated 10/16/2008. 2. Drainage Plan- Post Construction- P13436-942-0002 Rev. A dated 10/28/08. 3. Grading Plan- Sheet 1 of 1 by D.R. Griffin dated 10/28/08. 4. Drainage Study for the Jackrabbit Compressor Station- D.R. Griffin dated 10/28/08. 5. Kleinfelder West, Inc.- Geotechnical Report dated October 9, 2008. 6. Cut sheets and details of the flare provided by Tornado Technologies, Inc. dated 01/30/08. B. Technical Details: DESCRIPTION OF COMPRESSION AND DEHYDRATION FACILITY — JACKRABBIT COMPRESSOR STATION Following is a description of the proposed facilities to be installed at the Jackrabbit Compressor Station. Please note that the design of this facility has been conducted utilizing all relevant generally accepted industry codes, standards and construction practices. The control room will be manned 7 days per week x Page 1 of 6 10 hours per day. When the compressor station is not manned remote telemetry will allow for operation of the station by 24/7/365 staff located at the Enterprise Meeker Plant Control Room. INLET SEPARATION (SLUG CATCHERS) This system will be designed to separate liquids from the station inlet gas (2 - phase separation) for the full build -out of 150 MMSCFD at 200 to 250 PSIG operating pressure. These liquids can be in the form of periodic pipeline slugs or may be continuously entrained droplets in the gas stream. The Slug Catchers are designed for a maximum 500 barrel slug. Hydrocarbon Condensate Liquids collected in the Slug Catchers will be pumped around the compressor station and into the 16" discharge pipeline. The Hydrocarbon Condensate Liquid will then be pigged to Enterprise's Meeker Gas Plant for processing and stabilization. Water collected in the slug catchers will be shipped to water storage and subsequently trucked off the site. It is estimated that 50 barrels of water will be generated daily at maximum capacity. Any off gases from the water will be burned by the flare system. GAS COMPRESSION The gas compression system will initially consist of three (3) Caterpillar 3616/Ariel engine/compressor packages. The station will be designed and laid out to expand to five compressor units at a later date. There will be two stages of compression per compressor unit. Air permits have been applied for from the Colorado Department of Public Health and Environment. Please see the application in Tab 7. Page 2 of 6 GAS DEHYDRATION The gas dehydration system will be a Tri -Ethylene Glycol (TEG) system with an initial capacity of 75 MMSCFD, expandable to 150 MMSCFD with the addition of a second train as a separate expansion project. The purpose of installing the gas dehydration system is to remove water from the natural gas to prevent hydrate formation and/or freezing in the downstream pipelines. TEG REGENERATION The TEG regeneration system will be sized for the initial load of 75 MMSCFD and will employ controls on the still overhead stream to maintain the BTEX (Benzene, Toluene, Ethyl Benzene and Xylene) at acceptable levels in the non condensable stream. The system will be expandable to 150 MMSCFD with the addition of a second train as a separate expansion project. FLARE The flare for the project will be located at approximately grid N. 6+75'-0" E. 7+50'-0". The flare stack will be a dual low pressure/high pressure self supporting stack. The dimensions will be 8" x 24" x 60' tall low pressure stack and a 6" x 10" x 60' tall high pressure stack. The flare will have a standing pilot. A high efficiency air assist tip will be installed on the system. This will allow for smokeless operation of the flare during normal operation of the facility. The flare will operate only in the case of a plant upset. Please find attached cut sheets and details of the flare provided by Tornado Technologies, Inc. dated 01/30/08. DISCHARGE GAS MEASUREMENT The discharge gas measurement system will be designed to have a capacity of 150 MMSCFD. The type of measurement element to be employed is an Ultrasonic meter. A Gas Chromatograph will be utilized at this site for constant gas quality monitoring. CONDENSATE SYSTEM AND STORAGE Hydrocarbon Condensate will be pumped from the inlet slug catcher into the 16 - inch discharge pipeline and pigged to Enterprise's Meeker Gas Plant for processing and stabilization. Future plans may include installing Hydrocarbon Condensate Stabilization at the Compressor Station location. Condensate would be stabilized to a True Vapor Pressure of 10.5 psia specification, stored on site and then trucked away as required. Page 3 of 6 FUEL GAS CONDITIONING The fuel gas conditioning system will be designed for the full plant build -out of 150 MMSCFD. BUILDING SYSTEMS Phase 1- Compressor Building: Building #3- Maximum Sizing 75'-0" wide x 275'-0" long x 36' building height. Building Type: A pre-engineered, rigid framed metal building is provided to house the engine - compressors and other related equipment. Ample space is allocated around the engine -compressors for access and maintenance. The building has one bay for work area and is designed to allow for future expansion. Process Building: Building #4- Maximum Sizing 75'-0" wide x 150'-0" long x 20' building height. Building Type: A pre-engineered, rigid framed metal building is provided to house the inlet filter, other related equipment and the inclusion of a Stabilizer Skid in Phase 3. Product Pump Building: Building #5- Maximum Sizing 40'-0" wide x 40'-0" long x 20' building height. Building Type: A pre-engineered, rigid framed metal building is provided to house the Water Storage Tank and associated pumps. Office/Control Room/Warehouse- Building #6- Maximum Sizing 50'-0" wide x 100'-0" long x 12' building height. Building Type: A pre-engineered, rigid frame metal building is provided to house the Control Room/Office/Warehouse functions. HVAC: Cooling and heating shall be provided by a refrigeration type air conditioning and a forced air, gas furnace system for the Control Room and Office. Heating for the Warehouse shall be by gas fired, unit space heaters. Cooling is not required in the Warehouse, but ventilation will be provided as per IBC 2003. Motor Control Center Building- Building #7- Maximum Sizing 30'-0" wide x 75'-0" long x 13' building height. Page4of6 Building Type: A pre-engineered, rigid frame metal building is provided to house the facility controls, MCC and other related equipment. Ample space is allocated around the equipment for access and maintenance. Generator Enclosure- Building #8- Maximum Sizing 25'-0" wide x 75'-0" long x 16' building height. Building Type: A pre-engineered, rigid frame structure provided to house the electrical generator for purposes of weather protection and noise mitigation. Generator Enclosure- Building #9- Maximum Sizing 25'-0" wide x 75'-0" long x 16' building height. Building Type: A pre-engineered, rigid frame structure provided to house the electrical generator for purposes of weather protection and noise mitigation. Instrument Air Compressor Building- Building #11: Maximum Sizing 25'-0" wide x X40'-0" long x 18'-0" building height. Building Type: A pre-engineered, rigid frame structure provided to house the instrument air compressors for purposes of weather protection and noise mitigation. Storage Building- Building #12: Maximum Sizing 25'-O" wide x 25'-0" long x 16'-0" building height. Building Type: A pre-engineered, rigid frame structure provided to house the discharge gas coolers for purposes of weather protection. Phase 2 - Glycol Skid Enclosure: Building #2- Maximum Sizing 20'-0" wide x 50'-0" long x 20' building height. Building Type: A pre-engineered, rigid framed metal building is provided to house the future 75 MMSCFD dehydration skid proposed in Phase 2. Generator Enclosure- Building #10- Maximum Sizing 25'-0" wide x 75'-0" long x 16' building height. Building Type: A pre-engineered, rigid frame structure provided to house the electrical generator planned for Phase 2 for purposes of weather protection and noise mitigation. Page 5of6 Phase 3 - Glycol Skid Enclosure: Building #1- Maximum Sizing 20'-0" wide x 50'-0" long x 20' building height. Building Type: A pre-engineered, rigid framed metal building is provided to house the future 75 MMSCFD dehydration skid proposed in Phase 3. Thank you for your assistance on this project. Please contact me with any questions. Sincerely Philip B. Vaughan President PVCMI-Land Planning Division Page 6of6 N ({.7+00'-0' m E Gam• -0. arca arca 1 N. WW' -0" u1K FLARE I4.106KOUI 2111 ® I NOTES 1. FINAL EW1PLE1KT LDGAT1aL5 SUBECT 10 AOJISRE1(T 617 E70'ECTED TO =AIN WITHIN LOCATION LMCERTADTY BCMIRIES LEGEND A LP EWE 1060CKOUT PUP P-414 B CAT 391E COLPRESS0R PACKAGE C-201/202 C FU10E CAT 351E OOIPRESSOR PACKAGE D FU11IE DOME INTAREADNAUST STACK E ENGINE D TME/DEWIST STACK F 9 %1. OONTACTOR T-301 (Fi11URE) 0 a101 COFITACEOR (F1J1 II UM UOIL STORAGE ANC1i TK -512 J WEE 011 STORAGE TNOC TK -013 K SPENT GL CM. STORAGE TANG TK -506 L CLEM STORAGE TANK 1K-507 Y FARE DISCHARGE COMERS N 015CIARGE Gly COOLERS AC -211/212 P MCC EVADING Q ELECTRICAL WIDM10R 5-507/501/501 R GDERATOR ALR INTAIE/F701AUST STACK 5 GENERATOR MGM RA91A10R T DIS1RlIENT AIR PACKAGES 0.5259/0 O MON START IP ODERATCR V ME COMER N FUNK ENGINE COOLER X IP FLARE KNOCKOUT PULP P-502 Y HIM PRESSURE FLARE MOSCOW DRUM V-501 2 HIGH PRESS FLARE FL -50 (MIRE) AA STAEILIW! SKID (MIRE) AB C0P `fE�R BUDDING DRAM WIC TK -501 AC REL OAS FILER SKID AD 0351PRESSCR DIET 7111665 7-103A/5 AE FLASH TANG V-421 If SLUG CATOEA V-101 AO NIT SEPERATON 9-102 AN MIT 57601 AJ 16156 10ADDGG RACK AX OOA0GSAIE STORAGE TK -401 Rol 403 AL 00. CONE9508 DRAIN TNIK 18-505 AY RESIEUE NEER RIM AN LP FINE KNOOKCIT DRW 9-406 AO FUTURE 75 MUD DENY. SKID AP FUTURE 75 MEM DENY. SKID AQ OISCNARGE COALESC£RS F-302A/I AR LOM' PRESSURE FLARE F1.-409 AS C0PRES90R BUDDING ORA111 TAM 11(-502 AT PROCESS MOMS DRAIN TANK 11(-503 AU SEPTIC SERVICES DRAIN TANG TK -504 AY KNOCKOUT LIQUIDS WE 1X-506 Aly LOADING PULP 90D AN WATER STORAGE TANK 7-506 AY TRANSFORMS AL 55640iSAIE PUP SKID BA WASTE WATER TANG TK -519/520/021 SIZE BUILDING A DESCRIPTION 1 x W x H k1 Future Glycol Skid Enclosure 38' n 13'-6' x 22 52 .Glycol Skid Enclosure 38' x 13,6' x 22 03 _Compressor Budding 246' A 6D' x 41' 04 _Process Building _125'x 60'a 25' 55 Product Pump Building 30' x 30' x 22.5' 56 0f6ce/Conlral Rossi/Warehouse S0' x 35' x 15' 67 MCC Budding _60' x 24' x 15' 58 _Generator Enclosure 57' x 16'‘ 17' k9 Generator Enckrsure 57' x 16' x 17' 610 Generator Enclosure 57's 16-x 17 511 Instrument Au Compressor Building 24' x 16' x 19.3' 012 _Stooge Building _18'x 16117,3' I I ■ I1 110.1 Mr KATY, TEXAS 07086 OPTIMIZED PROCESS DESIGNS REFERENCE DRAWINGS No. REVISION NUMBER A ISSUED FCR PERWT BY RAJ DATE 10/29/09 CH( 69 Enterprise Products Operating L.. Houston. frzi..40._0. xas JACKRABBIT COMPRESSOR STATION GARFIELD COUNTY, COLORADO 541Aud R RBJ csiea®w JK PLOT PLAN JACKRABBIT COMPRESSOR STATION BAN 6/10/08 !APPROVED A PROVED MELT Ma 07086 3meat 436-976-300A A 8431 — i{ X00_ ,P tagg_--- \\\ !$ fit $ u - 3$ 8611 STALL ECM - A ' INSTAL R CHECK DIM PROPOSED ACC Run"' C; -:[UK DAM DETAIL_ PRFaLLE VICINITY MAP SCALE: 1'. 2000' EEUrr:EEs.9873n okl MICHAEL C LOCK STATED THAT I MI Bl' OCCUPATION A PNO4ESDIONAL ENGINEER (ANINIO1 EMPLOYE* BY ENTERPRISE PRO01.2CTS OPERATING, LP, TO PREPARE 1 .00lPO CLAN FOR THE MARATHON c0wRESSOR FACILITY RARER 31TE1 THAT TINS WORK WAS DONE uNDER M3 AUDIORI1Y AIx11 SVPEIMSION CONNERLi11G OCTOBER 1 1 ALSO STATE THE roM.w oIo: 1 THAT GRADING POIiOWO INTERNATIONAL BUILDINGL 014 APPEND% IAS REQUESTED SW GARFIELD COUNTY. COLORADO. 3 11341 RECOMMENDATIONS AIDE TO RE FOLLGV3E3 AS 1E01E5160 Ey KLEIINPEI.OER WEST, INC. 1N THEIR REPORT REFERENCED IN TRE NOTES ABOVE. 441 ; SITE DETAIL SCALE: ''=80' CROSS SECTION CENTFRLIIE LOOKING 6DVNSTREAN ESTIMATED CUTIFILL QUANTITIES FOR PROPOSED GRADED SITE: BOUNDARY AREA VOLUME CUT 188,145 Fr' 4.503 ACRES 174,BS& YD' FILL 357,740 FP 5.213 ACRES 176:632W 1) TOTAL SITE 17.523 ACRES (BLUE BOUNDARY), 2) TOTAL PROPOSED GRADED SITE AREA IS 6259 ACR`15. TOTAL G:S I:i±5ED AREA IS 12.718 ACRES. 31 AS RECOMMENDED BY KLEINFELDER MAXIMUM CUT SLOPES FOR CDLL OVIDM SOILS AND FILL SLOPES ARE TO BE 3:1 (KV). MAXIMUM CUT SLOPES W ITHPN BEDROCK SOILS ARE 1.51 )H:V). 4) FILL VOLUMES EXPECTED TO SHRINK ESN AND CUT VOLUMES EXPECTED TO BULK 25-15%. PERCENTAGES RECOMMENDED BY PAGES 13 & 14 OF THE "GEOTECHNICAL INVESTIGATION MARATHON COMPRESSOR FACILITY GARFIELD COUNTY, COLORADO" REPORT PREPARED BY KLEINFELDER WEST, 1NC. AND REPORTED AS SO IN ABOVE TABLE. 5) DIVERSION DITCH AND BLANKET DRAINS TO BE CONSTRUCTED AND INSTALLED AS EXPLAINED ON PAGE 12 OP THE "GEOTECHNICAL INVESTIGATION MARATHON COMPRESSOR FACILITY GARFIELD COUNTY. COLORADO' REPORT PREPARED BY KLEINFELOER WEST, INC. B) TOPSOIL PILE ELEVATION AT 8005' WITH 1`.1' (HSV) SLOPES TO ACCOMMODATE 21,D00 CY OF TOPSOIL. 1) BENCHES AR€SLOPING DOWN TO THE EAST AT 0.5% GRADE. BLANKET & GHIMNEY D N DETAIL: 1316101) GRDMD ENTRE MATERIAL SANDBAGS 24' LO HOPE PIPE DONDE SIDE WALL DOTTER IF TRENCH IOTTiw OF mosso '1EY' AOT NOTES, 12' ATN COVER DEPTH 6" RN. 1RY SLIT OBPTN T SECTION "A—A" NLS. RA0XEELL to E c31W'AORD EROS WITR/ VP 15- R AT1vr�11REN R FILL OVER MODALS rIn 01TH TRAVEL SLE 14)17 5 6EUTA= 1.6 117 TER FANO AS REEDER:NEIED SECTION "B -B" 10 RUA 070631 IVR DEP11..„„ LWIR 30010 — 21' L0. EPEE PIPE f-0' 6' 101 � T DEPRN 4,114 ri IlllllllllllIIIIIII J GEOTE3T ISE FILTER PANTO ORAI.VzTOEDTLCLAT ALLTEDR442,1LE1NG SEE NOTE 1 FER 601(116 TRENCH PROFILL 1 04EA5€RS s'A1 47 1151ALLE0 11 S1ATP ONINOE5 0r SLOPE 40NG 1RENCr LIVE MIS". AT 7000N0.0 WHIR) E IR/FAN DRA3Yh 0 31:133. PR,3'A6 301D 103E Dr WC3F1LL LU1Efi43 NAY RESULT 0. 111E LOSS 0r 7317 LRCM 03 314111NIN +1r INE 1.5SIN4 OR44311 PA44,7 LARATO,1 4R0 SPCA. 6' 8REA11R5 117 BL 1"E S4IE AS PERR54ENI 4AIERE.5.1 SPACRLG EAcEPT AS4FETED R DIE DOPPLER. '(l 2. 2. MARE lel NA 0R1�::1 a - - S.Y,L 61 EINE) 511" M A:AW.CE S1!122. VIATORE507 - PACT 711.31,3 6 PACTS SAND W SUBSOIL W111 3153 NEOCENE AAIFR 10 DETRE Ir1'73r '0 111'.:Or eW0 BO'O SEERS OI.LT6LR IDD TIT 41' RBW 10 011F ORM D 111.3 SLOPE 3. FIL 233444475 3110"L 02 10411150€0 Br 60113040102 < NAIVE 51060,1 4)1111 30(7CM CIEIf D 1" DR ARC'.3 NAT 1:01 RE 1,511 10 FAL 52105. 1 41,14,01+1145 110 ES `VrENCE3 BENE3�" EN1RL PILL 4:0Ir: eM1'S 3r AIDE EF ERMINE 1RALE,_ SA0 1.3{1,0_1.3{1,0_1_1.3{1,0_1_R S :u 75113)41 30 Ac ULAN. LWR/3LE R6CR MATH A 13 112E OF 2 113(0=5, LESS 0,101 1133 PASSE. INE No. 4 �.. 1" 1'1111*H _2 FOSI:G'. '1.0 N„ 10F, 1,107 NIG. 01VERSION DITCH TYPICAL N.T.S. BENCH DETAIL Mrs_ 10' 0.5' PROFILE DETAIL SCALE: 1'=88' 6025 6050 7 00 7650 BOO 8450 0400 . RIFFINN & ASSOCIATES, INC. 1414 ELK ST., SUITE 202 ROCK SPRINGS, WY87901 (307) 352-5028 No. 18044 SCALGAS NOTED REVISED: 104&'7006- 8L8 ' A'ATFRTRISE PRODUCTS OPERATING LP, GRADING PLAN FOR PROPOSAL' Id [A ROME COMPRESSOR SHE SH7/I OFSE(19AN33 TSS,R9FW, G451111D COMM; COLORADO SHEET i OF 1 11.-1 /TYPICAL 8140 BSE* 8100 /// MO10'8ENCH NA148.4L tiROUND_. 1060 CUT 3:1 3048 7YPlCdL 1 10' BENCH 'V'9h7RAC TILL f len 3000 GRPUND 950 NIG. 01VERSION DITCH TYPICAL N.T.S. BENCH DETAIL Mrs_ 10' 0.5' PROFILE DETAIL SCALE: 1'=88' 6025 6050 7 00 7650 BOO 8450 0400 . RIFFINN & ASSOCIATES, INC. 1414 ELK ST., SUITE 202 ROCK SPRINGS, WY87901 (307) 352-5028 No. 18044 SCALGAS NOTED REVISED: 104&'7006- 8L8 ' A'ATFRTRISE PRODUCTS OPERATING LP, GRADING PLAN FOR PROPOSAL' Id [A ROME COMPRESSOR SHE SH7/I OFSE(19AN33 TSS,R9FW, G451111D COMM; COLORADO SHEET i OF 1 z 6+00'•0- Y. 5r00 -0' 0 -+- LIFT MA 90D 1 N 2+00.0 N. 1+00.-0' 0+0.1Y -O. CHIMNEY OTATN (REFERENCE D.R. GRIFFIN GRAEANG PLAN DRAWING) TOP SOIL PILE NOTE: INJERT ELEVATION OF CULVERT 10 MATCH LOW POINT ELEVATION OF DITCH wRH -5% SLOPE FROM NIGH 70.NT OF CuINEPT TO LOW POINT OF CULYEFT. 2. IN NO CASE SHALL CuiYERT GEAR ON SOLID ROCK, TYPICAL CULVERT INSTALLATION DETAIL SCA -E:14. T.S. SEE FINISH GRACE FUNS FOR ELEVATION DITCH 1L D I J1 (MIN) TYPICAL SECTION THRU DITCH (FOA ORCHES NEx1 TO A MC REFER TO 'TTP. SECTION THRU ROTDIYAY) SCALETL f,S. 20'-O' j12 I3 T4 /4_ 15'-0" I2'-6" CLASS 3 3 IL _o 6" CLASS 1�1 / 1 4a 1` I I (M N.) SOIL STABILIZATION FABRIC STILT ONLY IN FILL AREAS TYPICAL SECTION THRU ROADWAY SCALE N T 5- OPTIMIZED PROCESS ' � 1. ! DESIGNS 11[0://1111.JACKRABBIT KATY TEXAS o6 REFERENCE DRAWINGS No REVISION 8Y (y 0E OK Enterprise Products Houston. JACKRABBIT COMPRESSOR CARPED COUNTY, COLORADO Operating LP. Texas TT STATION NUMBER TITLE A BIRD FOR PEWIT -- TT 70/211/06 - - BB — - - '.�R-0' emac II>' COMPRESSOR STATION DRAINAGEPLAN ...wool "11. P13436-942-0002 'I1 A MUM . on, • 11 R. Griffin & Associates, Inc. Professional Engineers & Land Surveyors Cody Deru, P.E. Sr. Project Manager EPCO, Inc. 370 17th Street, Suite 3560 Denver, CO 80202 The approach for completing the hydrologic study at the Jack Rabbit Compressor Site follows. The native site is relatively small and does not define a drainage basin. Therefore runoff from the site was calculated as if the site were a single basin. The conservative approach to this problem is; to estimate the runoff to be contained at the single point of the site's lowest elevation. Empirical experience shows that native flows do not concentrate in one area and assuming so one can obtain a conservative volumetric flow of water. The native area was divided and evaluated into three parts. undisturbed, high wall and pad and the fill slope. The volume of water concerned with the undisturbed area is collected and routed in the diversion ditches constructed around the approximate disturbance, A significant portion of the upstream runoff will flow to the South -East as well as the water collected by the safety benches The high -wall area was added to the pad since excess water will drain onto the pad from the high walls. Routing across the pad was considered direct. In reality the flow will meander through the site via a series of 12"and 18" culverts. The water from this area will primarily be collected and diverted off-site with the chimney drain. The fill slope was treated separately due to the 3 to 1 slopes, construction with fill material and reclaimed and reseeded final surface. The water from this area will effectively infiltrate, collect in the blanket drains, and have some surface runoff back to native Curve numbers varied according to assumed site conditions. HydroCAD 8.50 was used to evaluate each area. The storm event was interpolated from the NOAA Atlas 2, PRECIPATION-FREQUENCY ATLAS OF THE WESTERN UNITED STATES Volume III -Colorado, page 39, at 2.2 inches. Table 1 below summarizes the results. 1414 Elk Street • Suite 202 • Rock Springs, WY 82901 • Phone 307-362-5028 • Fax 307-362-1056 • www drg-wy.coin Table 1 In summary runoff from the pad area increases as expected due to the addition of plant facilities and the exposure of assumable less permeable bank material The slope is also significantly less than native therefore velocities are reduced. At 5.35 cfs an 18" culvert can handle the concentrated flow from the site. Therefore the 12" and 18" culverts scattered across the pad and the 24' chimney drain will be able to handle the pad runoff. Runoff from the fill slope is expected to be minor especially once it has been top -soiled and reclaimed. Water from the undisturbed area will collect in the diversion ditches. Rock check dams are illustrated along the diversion ditches to help control velocity and sediment transport. Rock check dam location should be determined in the field once the diversion ditches are constructed Use Table 2 as a guide, closer spacing may be necessary if warranted by onsite conditions. Table 2 SLOPE % ACRES CN CFS FPS NATIVE 40.26 68 8.19 197 PAD & HIGHWALL 8.10 82 5.35 0 55 FILL SLOPE 4.16 65 0.96 1.44 UNDISTURBED 28.00 68 5.60 1.99 In summary runoff from the pad area increases as expected due to the addition of plant facilities and the exposure of assumable less permeable bank material The slope is also significantly less than native therefore velocities are reduced. At 5.35 cfs an 18" culvert can handle the concentrated flow from the site. Therefore the 12" and 18" culverts scattered across the pad and the 24' chimney drain will be able to handle the pad runoff. Runoff from the fill slope is expected to be minor especially once it has been top -soiled and reclaimed. Water from the undisturbed area will collect in the diversion ditches. Rock check dams are illustrated along the diversion ditches to help control velocity and sediment transport. Rock check dam location should be determined in the field once the diversion ditches are constructed Use Table 2 as a guide, closer spacing may be necessary if warranted by onsite conditions. Table 2 SLOPE % SPACING <5% None 5-15 300' 16-30 200 >30 100' Page 2 of 2 K N, E'L DER Ought Pio0. *Wit Sefwiou GEOTECHNICAL INVESTIGATION MARATHON COMPRESSOR FACILITY GARFIELD COUNTY, COLORADO October 9, 2008 Copyright 2008 Kleirifelder All Rights Reserved Unauthorized use or copying of thfs document is strictly prohibited, Contact Klelnfelder West, Inc., if use or copying Is desired by anyone other than the Client and for the project Identified above. KL E/JV FEL DER Bright People. Right Solutions. October 9, 2008 File 97191 Enterprise Products Operating, LP c/o Optimized Process Designs, Inc. 25610 Clay Road (77493) P.O. Box 810 Katy, Texas 77493 Attention: Mr. Eduardo Robles Subject: Geotechnical Investigation Marathon Compressor Facility, OPD Project #07086 Garfield County, Colorado Dear Mr. Robles: 611 COr1JtJro O Gide, Su tP Golden, CO 80401 pi 303.237 6601 f 303.237.6602 kleinfelder.com Kleinfelder West, Inc. (Kleinfelder) is pleased to present the results of a geotechnical investigation for the Marathon Compressor Facility. Our work consisted of subsurface exploration, laboratory testing, engineering analyses and preparation of this report. We appreciate this opportunity to be of service to you, and look forward to future endeavors. If you have any questions regarding this report or need additional information or services, please contact our office. Respectfully submitted, KLEINFELDER WESTf I ; David H. Adams, Senior Professiona DHAljw Enclosures 97191/DEN8R156 Copyright 2008 Kleinfelder 1b02 Adam D. Tschida, P.E. Geotechnical Manager October 9, 2008 KiE/NFELDER SAO! Renpre Rrphe ter.,rlcnr. TABLE OF CONTENTS SECTION PAGE 1 INTRODUCTION 1 1.1 GENERAL 1 1.2 PROJECT DESCRIPTION 1 1.3 PURPOSE AND SCOPE 2 2 FIELD EXPLORATION AND LABORATORY TESTING 4 2.1 FIELD EXPLORATION 4 2.2 LABORATORY TESTING 4 3 SITE CONDITIONS 6 3.1 SURFACE 6 3.2 GEOLOGIC SETTING 6 3.3 GEOLOGIC HAZARDS 6 3.3.1 Seismicity 7 3.4 SUBSURFACE 7 3.4,1 Colluvium 7 3.4.2 Bedrock 8 3.4.3 Groundwater 9 4 CONCLUSIONS AND RECOMMENDATIONS 10 4.1 GEOTECHNICAL CONSIDERATIONS 10 4.2 CONSTRUCTION CONSIDERATIONS 10 4.2.1 General 10 4.2.2 Excavation Considerations 10 4.2.3 Permanent Cut and Fill Slopes 11 4.2.4 Suitability of Site Soil and Bedrock 12 4,2.5 Site Preparation 13 4.2.6 Fill Shrinkage/Sulking 13 4.2.7 Corrosion 14 4.2.8 Construction in Wet or Cold Weather 14 4.2.9 Construction Testing and Observation 15 4.2.10 Drainage 15 4.3 STABILITY ANALYSIS 15 4.4 FOUNDATIONS 17 4.4.1 Drilled Footings 18 4.5 FLOOR SYSTEMS 18 4.6 RETAINING STRUCTURES 19 4.7 PAVEMENTS 20 4.7.1 Subgrade Materials 20 4.7.2 Design Traffic 20 4.7.3 Design Sections..... 21 4.7.4 Subgrade Preparation 21 4.7.5 Drainage .22 4.7.6 Maintenance22 5 ADDITIONAL SERVICES 23 5.1 REQUIREMENTS FOR ADDITIONAL SERVICES 23 5.2 REVIEW OF PLANS AND SPECIFICATIONS 23 5.3 PREBID AND PRECONSTRUCTION MEETINGS 23 5.4 CONSTRUCTION OBSERVATION AND TESTING 24 6 LIMITATIONS 25 97191/DENBR156 Page i of ii October 9, 2008 Copyright 2008 Kleinfelder E NPEL.DER Bright People. Right lelu[ipM APPENDICES A Vicinity Map Boring Location Plan Proposed Grading Plan B Logs of Exploration Borings C Laboratory Test Results b Stability Analysis 971911DEN8R156 Page ii of ii October 9, 2008 Copyright 2008 Kleinfelder KLEINFELQER MO, Prop?, Right JoNe:am 1 INTRODUCTION 1.1 GENERAL This report presents the results of a geotechnical investigation for the Marathon Compressor Facility located in the southwest 114 of Section 33, Township 5 South, Range 96 West of the 6th Principle Meridian, about 15 miles northwest of Parachute, Colorado as shown on the Vicinity Map in Appendix A (Figure A-1). Our investigation was performed for Enterprise Products Operating LP, and was authorized by Mr. Eduardo Robles. The report includes our recommendations relating to the geotechnical aspects of project design and construction. The conclusions and recommendations stated in this report are based on the subsurface conditions found at the locations of our exploratory borings at the time our exploration was performed. They also are subject to the provisions stated in the report sections titled Additional Services and Limitations. Our findings, conclusions, and recommendations should not be extrapolated to other areas or used for other projects without our prior review. Furthermore, they should not be used if the site has been altered, or if a prolonged period has elapsed since the date of the report, without Kleinfelder's prior review to determine if they remain valid. 1.2 PROJECT DESCRIPTION The facility will include capacity for five compressor units. The initial construction phase will include two units. The compressors will be supported on a mat foundation and enclosed in a metal structure. A series of cooling units are planned and are typically supported with spread footings and a grade beam system. Other equipment includes slug catcher, separator, and scrubbers, either skid supported or supported on isolated spread footings or mat foundations. The gas treating area will contain numerous vessels, separators, coolers, pumps, and tanks. The equipment will be supported on mat foundations with some isolated footings 971911DEN8R156 Copyright 2008 Kleinfelder Page 1 of 25 October 9, 2008 KL%NFELDER BF- M Reoylr. Riphl ohrrionl and saddle footings, There is numerous overhead supported piping throughout the facility, some of which will span over plant access roads. An electrical substation, metal enclosed utility building, and power distribution units are anticipated. Support facilities will include a one-story control building, office, and warehouse. Access roads are planned within the facility. The grading plan provided (Figure A-3) indicates major grading will be necessary in order to develop the structure pad. A pad elevation at 8045 feet is planned for the facility. At this elevation maximum cut into the existing hillside will be about 45 feet. A permanent cut slope having an inclination of 21 (horizontal to vertical) is proposed along the north side of the site above the facility pad. The maximum scope height will be about 100 feet. Fill to a maximum depth of about 35 feet will be required along the southeast side of the site. A 3:1 fill slope is planned extending down to native grade. 1.3 PURPOSE AND SCOPE The purpose of our investigation was to explore and evaluate subsurface conditions at locations within the project designated by the facility designer and, based on the conditions found, develop recommendations relating to the geotechnical aspects of project design and construction. Our conclusions and recommendations in this report are based on analysis of the data from our field exploration and laboratory tests, and on our experience with similar soil and geologic conditions in the area. Kleinfelder's scope of services included: • A subsurface exploration program consisting of 18 exploratory borings drilled at the locations designated on Drawing P13436-942-0100 dated August 20, 2008 and staked in the field by the project surveyor. Boring B-19 was added during exploration on the planned cut slope north of the facility pad. • Continuous core obtained in the bedrock in two borings. • Laboratory testing performed on selected samples obtained during exploration to evaluate pertinent engineering properties including moisture content, dry density, shear strength, swell/settlement, gradation analysis, Proctor, pH, water-soluble sulfates, and resistivity. 97191/DEN8R156 Page 2 of 25 October 9, 2008 Copyright 2008 Kleinfelder • 6KL EINFEL DER gngb[Deo" Rigbf Solution{, • Slope stability analysis of the planned final site configuration. • Evaluation and engineering analysis of the field and laboratory data to develop our geotechnical conclusions and recommendations. • Preparation of this report, which includes a description of the proposed project, a description of the surface and subsurface site conditions found during our investigation, our conclusions and recommendations as to foundation design and related geotechnical issues, and appendices which summarize our field and laboratory investigations. 97191/DEN8R158 Page 3 of 25 October 9, 2008 Copyright 2008 Kieinfelder { KLE/NFELDER People. Pied SC !.,, 2 FIELD EXPLORATION AND LABORATORY TESTING 2.1 FIELD EXPLORATION Nineteen exploratory borings were drilled at the approximate locations shown on Figure A-2 between September 8 and 15, 2008. All borings were advanced using a track - mounted CME -55 drill rig equipped with 4 -inch diameter continuous -flight, solid -stem auger and 2.5 and 2.25 -inch diameter core. Drive samples were obtained during exploration using a California sampler (2 -inch I.D.) driven into the strata with blows from a 140 -pound hammer falling through a 30 -inch drop in substantial accordance with local practice. The blows required to drive the sampler two, six-inch increments were recorded. This blow count is an indication of the relative density or consistency of the strata. Continuous core was obtained from two borings located in deep cut areas. Appendix B to this report includes logs describing the subsurface conditions. A legend to the boring logs including a summary of the Unified Soil Classification System used to describe the soils is presented at the front of the appendix. The logs of the borings are shown in profile at the end of the appendix, including a cross-section of borings through the site. The lines defining boundaries between soil and bedrock types on the logs are based on drill behavior and interpolation between samples, and are therefore approximate. Transition between soil and bedrock types may be abrupt or gradual. 2.2 LABORATORY TESTING Laboratory tests were performed on selected soil samples to estimate general engineering properties. Tests performed included: Classification of Soils for Engineering Purposes Unit Weight and Moisture Determination Sieve Analysis of Fine and Coarse Aggregates Liquid Limit, Plastic Limit, and Plasticity Index of Soils One Dimensional Swell -Settlement Moisture Density Relationship Determination (Standard Proctor) Unconfined Compressive Strength 97191/DENBR156 Copyright 2008 Kleiriferder Page 4 of 25 October 9, 2008 KLEINFELDER 8rrgryr people. myM Saban. Direct Shear Strength Water Soluble Sulfates pH Electrical Resistivity Chloride Concentration Selected results of the laboratory tests are shown on the boring logs in Appendix B and presented graphically in Appendix C. Test results are also tabulated in Table l at the end of Appendix C. 971911OEN8R156 Page 5 of 25 October 9, 2008 Copyright 2008 Kieinfelder KLEINFELDER B.Epht Poop&. RoQhe Sok.eOns. 3 SITE CONDITIONS 3.1 SURFACE The plant site is situated on a south facing hillside above Log House Gulch. Relief across the site is approximately 214 feet from a high point at elevation 8149 feet in the northwest portion of the site to a low point at elevation 7935 feet near the extreme northeast corner of the site. The ground surface is strongly to steeply sloping down to the southeast. The upper northwest section of the property has surface slopes of about 35 percent, the middle section has slopes generally of 20 to 25 percent, and the lower southeast section has 7 to 20 percent slopes. Vegetative cover consists of sparse to moderate grasses and small brush. 3.2 GEOLOGIC SETTING The plant site is located in the Colorado Plateau Physiographic Province, which consists of portions of Utah, Colorado, New Mexico and Arizona. The province is dominated by substantially horizontal stratigraphy and deeply incised drainages and is characterized by mesas, plateaus, deep canyons, pediments, barren badlands and mostly arid climatic conditions (Hunt, 1967). Structurally the site is situated on relatively horizontal bedrock stratigraphy, The surficial geology consists of Eocene age bedrock of the Uinta Formation with intertongues of the Green River Formation. The Uinta Formation is generally described to consist of siltstones, sandstones, and marlstone (Hail, O'Sullivan and Smith, 1989). Surficial soils consist of a thin mantle of residual day and sand with colluvial clay and gravel -size bedrock fragments on the side slopes, 3.3 GEOLOGIC HAZARDS No geologic hazards were identified that would significantly impact site development, The natural sloping terrain appeared to be stable and no evidence was found to indicate potential future instability. No evidence was found to indicate that ground subsidence 97191/DEN8R156 Page 6 of 25 October 9, 2008 Copyright 2008 Kleinfelder KL EINFEL DER has occurred on the site. No active faults are known to exist in the immediate area. We do not believe fault rupture or liquefaction are credible hazards at the site. The site soils are susceptible to erosion. All permanent cut and fill slopes should be re - vegetated or protected by other means. Surface drainage should be designed to divert runoff from slopes or direct runoff into properly designed drainage features. 3.3.1 Seismicity In our opinion, the subsurface conditions encountered in our borings best classify as Site Class C profile according to the 2003 International Budding Codes (IBC) specified for Garfield County. The following table presents the site class, site coefficient and the mapped spectral accelerations for short periods (Ss), and a 1 -second period (Si) for the proposed site based on the USGS Seismic Hazard Curves and Uniform Hazard Response Spectra database. Site Class Ss Si Fa F, C 0.426g _ 0.09g 1.2 1.7 3.4 SUBSURFACE The general subsurface profile encountered in our borings consists of colluvium of variable depths overlying siltstone/marlstone bedrock. Groundwater was not encountered during exploration. The subsurface profile is discussed in further detail in the following sections. 3.4.1 Colluvium The colluvium is comprised of gravel -sized bedrock fragments in a lean clay soil matrix. The amount of gravel -sized fragments varied between boreholes. The colluvium ranges from 0 to 20 feet thick, with the majority of the site covered by about 10 feet of colluvium. The colluvium becomes thinner over the lower southern reaches of the site. 971911DFN8R156 Page 7 of 25 October 9, 2008 Copyright 2008 Kleinfelder E NFEL DER @.ight People. RightSoulroni Particle size gradation tests, shown graphically in Appendix C, performed on samples of the colluvium indicate gravel content (retained by #4 sieve) between 18 and 79 percent and silt/clay fines (passing #200 sieve) ranging from 2 to 56 percent. Atterberg limits tests indicate liquid limit ranging from 33 to 45 and plasticity index between 9 and 15. Swell -settlement testing indicated slight to moderate moisture sensitivity under conditions of wetting and light loading. The samples were fairly dry and difficult to trim for testing. Consequently, some sample disturbance may have occurred and affected test results. An unconfined compressive strength of 4,800 psf was measured one one sample from Boring B-16 at depth 9 feet. Several other unconfined compressive strength tests were attempted, but the samples became disturbed during extrusion from the sampling tubes, usually due to the gravel -size particles. Two composite samples of the colluvium were made from borehole cuttings; one containing more gravel -sized particles and one containing more fine particles. Proctor test results, shown on Figures C-9 and C-10 indicate similar maximum dry density (94.3 and 95.3 pcf) and optimum moisture content between about 20 and 23 percent. The in- situ moisture content of the colluvium is near or slightly below optimum moisture content. A direct shear test was conducted on a remolded sample from the composite sample with the greater amount of fines. Test results shown on Figure C-11 indicate an angle of internal friction of about 38 degrees with cohesion of 124 psf. A remolded unconfined compressive strength of 3,200 psf was measured from this same composite sample. 3.4.2 Bedrock Bedrock underlying the site consists of siltstone and marlstone with occasional sandstone lenses. In some of the borings the bedrock surface was highly weathered and fractured, which made identification of the transition from colluvium to bedrock difficult. Observation of outcrops at the south end of the site and continuous bedrock core indicate the bedrock is thinly bedded with bedding planes generally horizontal and contains numerous weathered and fractured zones. Practical drill rig refusal was met in 8 of the 19 borings; generally the borings at lower elevations across the site. 97191/DEN8R156 Page 8 of 25 October 9, 2008 Copyright 2008 Kleinfelder KL NFEL DER Awl. Right blvYmi Continuous core was obtained from bedrock in Borings B-5 and B-19. Core recovery ranged from 34 to 100 percent, averaging 72 percent in Boring B-5 and 77 percent in Boring B-19. The Rock Quality Designation (RQD) varied from 0 to 32 percent, indicative of the highly fractured material. Two samples were trimmed from the more intact bedrock in each boring and unconfined compressive strength testing was performed. Test results measured strengths of 177,700 to 288,600 psf in Boring B-5 and 96,500 to 98,900 psf in Boring B-19. Two unconfined compressive strength test from drive samples measured 4,800 and 9,800 psf. 3.4.3 Groundwater Groundwater was not encountered in the borings during drilling or when checked at the completion of all drilling. Soil moisture levels and groundwater levels commonly vary over time depending upon seasonal precipitation, irrigation practices, land use, and runoff conditions. Accordingly, the soil moisture and groundwater data in this report pertain only to the locations and times at which exploration was performed. They can be extrapolated to other locations and times only with caution. 97191/0EN8R156 Page 9 of 25 October 9, 2008 Copyright 2008 Kleinfei'der nKLE, NFELDER �` _'grighrfeaplp. N;gnr Sark, 4 CONCLUSIONS AND RECOMMENDATIONS 4.1 GEOTECHNICAL CONSIDERATIONS Kleinfelder found no subsurface conditions during this investigation that would preclude development of the site essentially as conceived, provided the recommendations in this report are incorporated into the project design. Some of the planned foundations are large and a common bearing stratum is preferred to mitigate differential settlement. Conventional spread footing and mat foundations can be used for support of structural Toads. Heavy loads, such as the compressor units, should be supported entirely on the underlying bedrock. The native colluvium soils are capable of supporting low to moderate allowable bearing pressures, but are not anticipated to be exposed over much of the pad area. Moderate allowable bearing pressures may be used for foundations supported on compacted fill. 4.2 CONSTRUCTION CONSIDERATIONS 4.2.1 General All site preparation and earthwork operations should be performed in accordance with applicable codes, safety regulations and other local, State or federal guidelines. All references to maximum dry densities are established in accordance with standard Proctor, ASTM Method D698, unless noted otherwise. 4.2.2 Excavation Considerations Deep cuts are planned that will extend into the underlying bedrock. We anticipate bedrock excavation will be difficult and will require large rippers. Core data indicates a Rock Quality Designation (ROD) from 0 to 32 percent that suggests thin bedding, weathering, and frequent joints are likely, however, massive beds might be possible. Since the excavation is an open cut, we believe that the majority of bedrock excavation can be accomplished by ripping. 971911DEN8R156 Page 10 of 25 October 9, 2008 Copyright 2008 Kleinfelder r KLE/NPELDER Vght Prop,a. Aight Solvt;oN. Confined excavations in bedrock will be more difficult and may require localized blasting. If any piping will be buried in bedrock, mass rock excavation during pad preparation and replacement with fill can be considered to minimize trench excavation difficulties. All excavations must comply with the applicable local, State, and federal safety regulations, and particularly with the excavation standards of the Occupational Safety and Health Administration (OSHA). Construction site safety, including excavation safety, is the sole responsibility of the Contractor as part of its overall responsibility for the means, methods, and sequencing of construction operations. Kleinfelder's recommendations for excavation support are intended for the Client's use in planning the project, and in no way relieve the Contractor of its responsibility to construct, support, and maintain safe slopes. Under no circumstances should the following recommendations be interpreted to mean that Kleinfelder is assuming responsibility for either construction site safety or the Contractor's activities. We believe the majority of the colluvium on this site will classify as Type C and the bedrock Type A material using OSHA criteria. OSHA requires that temporary unsupported cuts be no steeper than 1'/2:1 (horizontal to vertical) for Type C material and Y/:1 for Type A material for unbraced excavations up to 20 feet in height. In general, we believe that these slope ratios will be temporarily stable under unsaturated conditions. Should groundwater seepage occur, flatter slopes might be appropriate. Please note that an OSHA -qualified "competent person" must make the actual determination of soil type and allowable sloping in the field. 4.2.3 Permanent Cut and Pill Slopes Extensive grading is planned. We do not expect major slope stability problems with the planned cuts and fills, if the site grading recommendations presented in this report are followed. The cut slope above the facility pad is proposed for an inclination of 2:1 (horizontal to vertical) with a maximum height of 100 feet. Most of the slope will be cut into bedrock; although, the upper 5 to 15 feet may be colluvium. We recommend permanent cut 971911DEN8R156 Copyright 2008 Kleinfeider Page 11 of 25 October 9, 2008 KLEINFEL DER fright Feapte. Aght Solutions. slopes be designed for a maximum inclination of 3:1 where colluvium soils are exposed and 11/4:1 for bedrock, Due to the slope height, we recommend minimum 10 -foot wide horizontal benches be constructed every 35 feet in slope height. The bench surface should slope toward the hillside and allow runoff to drain to the outer edges of the slope and off site. We believe these modifications will fit generally within the originally planned 2:1 slope envelope. A 3:1 fill slope is proposed extending down from the southern edge of the facility pad. Competent bedrock is near existing grade in the area of the planned fill and we believe the 3:1 slope is feasible provided the ground below the fill areas is properly prepared prior to fill placement and the fill constructed as discussed in this report. Blanket drains should be constructed at the bottom of any existing drainages that will be filled. These drains should extend beneath the entire fill slope and consist of free - draining gravel, a minimum width of 2 feet and 2 feet in height, wrapped in a geotextile -miter fabric. Free -draining gravel should consist of a clean, durable rock with a maximum -size czf_2 inches, less than 50 percent passing the No. 4 sieve, and less than 3 percent passing the No. 200 sieve. The native colluvium soils and site derived fill will be susceptible to erosion and protection of cut and fill slopes in these materials by re -vegetation or other means is advised. Diversion ditches or berms should be constructed on the upslope side of the site to divert off-site runoff around the project site. The facility pad should also be designed to carry runoff from the pad and away from any permanent cut or fill slopes. The rock slope will likely begin to weather and ravel over a period of several years. The recommended benches will help protect the slope by diverting sheet flow during precipitation events and will help protect the facility pad by collecting loosened soils and rocks. The benches should be cleaned of eroded soils and bedrock at occasional intervals to maintain these benefits. 4.2.4 Suitability of Site Soil and Bedrock The native colluvium and bedrock may be used as compacted fill anywhere on the site, provided they are processed and moisture conditioned as discussed in this report. 971911DEN8R156 Copyright 2008 Kleinfelder Page 12 of 25 October 9, 2008 K, 7 NFEL.DER bight 'cop,e. itght Jp.5,6,,, Bedrock should be processed into pieces smaller than 6 inches and incorporated into a soil matrix. If the bedrock does not break down readily during excavation, it may be placed as a rock fill in slopes outside of the facility pad with a maximum rock size of 18 inches. 4.2.5 Site Preparation All vegetation should be properly stripped. A stripping depth of about 3 inches can be used for planning purposes. In areas to be filled, the exposed native soils should be scarified to a depth of at least 8 inches and moisture conditioned and compacted to the same specification as the overlying fill. Fill placed directly on bedrock does not require scarification of the bedrock surface. Slopes steeper than 5:1 should be benched into the hillside to allow fill to be placed in uniform horizontal lifts. Fill material should be adjusted to moisture content within 2 percent of optimum moisture content and compacted to the following minimum density as determined by ASTM D698 (standard Proctor). Structure Foundations and Slabs 95% Compressor Foundations 98% Condensate Storage/Processed Liquids Tanks 98% Pad and Site Fill < 10 Feet Deep 95% Pad and Site Fill >10 Feet Deep.. 98% 4.2.6 Fill Shrinkage/Bulking Moisture density relationship determinations (Proctors) were made on two bulk samples representative of the colluvium (clay with gravel -size bedrock fragments). The maximum dry density was about 95 pcf. The average in-place dry density of the colluvium was 91 pcf. We estimate the colluvium will shrink about 5 percent when compacted as recommended above. The average in-place dry density of the bedrock was 96 pcf. The bedrock samples were of poor quality and the samples may have been disturbed during density determination. Four samples of rock core were trimmed and dry density determined. Test results indicated average dry density of 108 pcf. We believe the bedrock may bulk 97191/DEN8R156 Copyright 2008 Kleinfelder Page 13 of 25 October 9, 2008 KLEINPELQER Paapl ROI Salur/am. when excavated. It is difficult to predict the degree of bulking, but estimate a reasonable bulking factor might be on the order of 5 to 15 percent. 4.2.7 Corrosion The corrosion potential of the soils was determined by conducting pH, electrical resistivity, chloride, and water-soluble sulfate testing. Test results are summarized on Table 1 in Appendix C. The pH ranged from 8.4 to 8.7, which is considered slightly basic. The minimum electrical resistivity ranged from 3000 to 3100 ohm -centimeters and the chloride concentration ranged from 0.0004 to 0.0006 percent. We recommend a qualified corrosion engineer review the data to determine appropriate levels of protection for buried metals. The concentration of water-soluble sulfates was 0.001 percent in one sample and below the test method detection limit in two other samples. Based on Chapter 2 of the Guide to Durable Concrete (ACI 201.2R-01), this concentration of water-soluble sulfates represents Class 0 exposure to damage for concrete in contact with soil or bedrock. ACI indicates no special cement requirements for sulfate resistance. 4.2.8 Construction in Wet or Cold Weather It is important to avoid ponding of water in or near excavations. Promptly pump out or otherwise remove water that accumulates in excavations or on subgrades, and allow these areas to dry out before resuming construction. Use berms, ditches, and similar means to prevent stormwater from entering the work area and to convey it off site efficiently. If the structures are constructed during cold weather, do not install the foundations or slabs on frozen soil. Frozen soil should either be removed from beneath these elements altogether, or thawed and recompacted. To avoid soil freezing, minimize the amount of time passing between excavation and construction. Use blankets, soil cover, or heating as required to prevent the subgrade from freezing. 971911DEN8R156 Copyright 2008 Kleinfelder Page 14 of 25 October 9, 2008 1 K NFEL DER Eriphl People. a'ghf Soluiiens. 4.2.9 Construction Testing and Observation Enough field testing and construction observation should take place under the direction of a qualified geotechnical engineer to support that engineer's professional opinion as to whether the earthwork does or does not substantially conform to the recommendations in this report, Furthermore, the opinions and conclusions of a geotechnical report are based on interpretation of a limited amount of information obtained from the field exploration. It is therefore common to find that actual site conditions differ somewhat from those indicated in the report. The geotechnical engineer should remain involved throughout the project to evaluate such differing conditions as they appear, and to modify or add to the geotechnical recommendations as necessary. 4.2.10 Drainage Grade the ground surface on and around the pad and all structures so that surface water will quickly flow off the pad and away from the structures. We recommend minimum gradients of 5 percent away from each structure. Roof drainage should discharge well clear of the backfill zone and structure. Water should drain away from the structures as rapidly as possible and not be allowed to stand or pond on the pad. 4.3 STABILITY ANALYSIS We conducted a rock mass analysis of the recommended 11/2:1 cut slope along the north side of the facility. A rock mass analysis examines the potential for a "circular" failure of the rock mass through closely -spaced discontinuities and intact rock bridges in a manner similar to that for soil slopes. As opposed to a failure along discrete planes, a rock mass analysis assumes that many discontinuities in the rock mass will work together to propagate failure. In order to perform the analysis, the rock mass is treated as a continuum and shear strength values are assigned to the rock mass as whole or to different rock units. The Hoek -Brown Failure Criterion is typically chosen as a means to establish rock mass shear strengths. The computer program SLIDE V5® by Rocscience was utilized to perform the slope stability analysis. It should be noted that this type of failure is highly unlikely and not commonly found in this geological terrain because of the sub -horizontal bedding found in the siltstones and 971911DEN8R156 Copyright 2008 Kleinfefder Page 15 of 25 October 9, 2008 KL NFE4DER dfiptPeopfe. NO! Solutio. marls. However, it is advantageous to perform this analysis since it can indicate potential weaknesses in the rock mass, and where those weaknesses may occur. To estimate the rock mass shear strength, we followed the recommendations found in Hoek and Brown, 1997. This paper (and numerous others by Hoek but not cited here) describes the Hoek -Brown Failure Criterion. The Hoek -Brown Failure Criterion is an empirical rock strength criterion, which takes into consideration the intact rock strength, as well as the influence of the discontinuities within the rock on the strength of the mass. Because rock mass shear strength cannot be measured in the laboratory, (i.e. large samples of rock are difficult and expensive to sample and test and will not contain a sufficient number of discontinuities to represent the rock mass), the rock mechanics community has adopted the Hoek -Brown Criterion for the purpose of slope stability calculations. The input that is required to estimate the rock mass strength are the intact rock strength, Geological Strength Index (GS!) (from Hoek and Brown, 1997), a m; value (empirical based on rock type), and the amount of disturbance that the rock mass will be subject to during construction. The unconfined compressive strength of the intact rock was established by performing laboratory testing as well as being assessed in the field using prescribed methods by the International Society of Rock Mechanics (ISRM, 1981). This method uses common field techniques, such as the response of rocks to being struck by a geologic pick. Accessible siltstone and marl samples in outcrop and during drilling activities were assessed in this manner, The GSI was estimated from geologic mapping and rock coring activities, The m( value was estimated from Marinos and Hoek, (2001). The amount of disturbance was estimated based on the construction procedures that we expect (i.e, ripping and blasting). The rock mass Hoek -Brown strength values are presented on the failure plot presented in Appendix D. Once we estimated the rock mass strength parameters we used limit equilibrium analysis via the computer program SLIDE V5® by Rocscience to estimate a safety factor for the proposed cut slope under static loading conditions. The analysis was performed using the laboratory results for the colluvium and fill material, and the Generalized Hoek -Brown Criterion values to characterize the siltstone/marl unit. The results of the stability analysis are presented in Appendix D. The rock mass global stability 97191/DEN8R156 Copyright 2008 Kleinfelder Page 16 of 25 October 9. 2008 KL E/NFELDER \� f' Btiyht Peog'e. ftlght Sobtiona calculations indicate that the proposed cut slope has an adequate safety factor against global failures and is greater than 2.0. 4.4 FOUNDATIONS After careful evaluation of the subsoil conditions and consideration of the proposed construction, we believe conventional spread footing or mat foundations are feasible for support of structural loads. The compressor units should be founded directly on the underlying bedrock, while less critical structures may be placed on bedrock, native colluvium, or compacted fill. It is recommended that any major structures be founded on a common bearing surface. If bedrock is not exposed at foundation elevation for other major structures, the colluvium should be over -excavated and replaced as compacted fill as discussed in Section 4.2.5. Our evaluation is based on the subsoil conditions, the type of structures, anticipated structure loads, construction costs and our experience with similar projects. Design and construction criteria for spread footing or mat foundations are presented in the following sections. The construction details should be considered when preparing project documents. 1. Footings or mats placed on bedrock may be designed for a maximum allowable bearing pressure of 5,000 psf. The compressor units should be founded entirely on the bedrock. It is important that an even bearing surface be constructed to avoid point loading. It may be necessary to place a lean concrete mud mat or re - compacted fill layer to level the bearing surface. 2. Footings or mats placed on native colluvium and/or compacted fill may be designed for a maximum allowable bearing pressure of 2,500 psf. This pressure may be increased to 3,500 psf for footings placed on a minimum 5 feet of compacted fill. Compacted fill should extend beyond the horizontal limits of the footings or pads at least one foot for each foot in depth of fill. 3. The above bearing pressures may be increased by one-third for transient loads. 4. Lateral loads may be resisted using a coefficient of friction for sliding of 0.50 for bedrock and 0.40 for compacted fill or native colluvium and a passive earth pressure of 350 pcf. These are ultimate values and appropriate safety factors should be applied particularly for the passive case. 97191/DEN8R156 Page 17 of 25 October 9, 2008 Copyright 2008 Kleinfelder KL E/NFEL DER ` 8.%pnl Reople. R;ghe$nl.Ivnu 5. We estimate total movement for footings designed as recommended above will be about one inch. Differential movement is anticipated to be 1/2 to % of the total movement. 6. Exterior footings or footings in unheated areas should have at least 42 inches of cover above the bearing elevation for frost protection according to Garfield County specifications. 7. Footings should have a minimum size of 16 inches for continuous footings and 24 inches for isolated pads. 8. Any areas of loose of soft soils exposed at foundation elevation should be completely removed and foundations extended to firm material or replaced as compacted fill, 9. The geotechnical engineer should observe foundation excavations. 4.4,1 Drilled Footings We understand the foundations for pipe racks are typically drilled footings that use end bearing for limited axial loading and passive earth pressure to resist overturning moments. Footings drilled in the colluvium, compacted fill or bedrock are feasible, but refusal should be expected where bedrock is shallow. Footings should have at least 42 inches of soil cover for frost protection. The allowable bearing pressures recommended above for each bearing condition are applicable for drilled footings. An ultimate passive earth pressure value of 350 pcf may be used to resist overturning moments. Uplift loads can be resisted using a side friction of 18 psf per foot of depth. 4.5 FLOOR SYSTEMS The control, warehouse, and office buildings will have concrete slab -on -grade floors. The colluvium, compacted fill, and bedrock are suitable for support of slab -on -grade construction. To reduce affects of differential slab movement, slabs should be separated from all bearing walls and columns with a positive expansion joint. The slabs should be provided with frequent control joints to reduce damage due to shrinkage cracking. We suggest joints on the order of 12 to 15 feet on center. 971911DEN8R156 Page 18 of 25 October 9, 2008 Copyright 2008 Kleinfelder KL EI VFEL DER Edo/Oecple Riyhe Soh,1i e 4.6 RETAINING STRUCTURES We are not aware of any planned site retaining walls; however, considering the required grading some minor walls may be necessary. Magnitude of the lateral earth pressure depends on the natural and backfill soil types and acceptable wall movements, which affect soil strain and mobilize the shear strength of the soil. More soil movement results in the development of greater internal shear stresses, thereby lowering the lateral pressure on the wall. Soil strain and allowable wall rotation must be greater to mobilize full strength and reduce lateral pressures for fine-grained soils than for cohesionless granular soils. Fine-grained soils also tend to exhibit lower ultimate strengths. In most cases, a triangular pressure distribution is satisfactory for design and is usually represented as an equivalent fluid unit weight or pressure. The design and construction criteria presented below should be observed for foundation and retaining walls. The construction details should be considered when preparing construction documents. 1. Retaining walls that are laterally supported can be expected to undergo only a slight amount of deflection. These walls should be designed for an "at -rest" lateral earth pressure computed on the basis of an equivalent fluid unit weight of 55 pcf for backfill consisting of the colluvium mixed with bedrock. 2. Retaining structures, which can deflect sufficiently to mobilize the full active earth pressure condition, should be designed for a lateral earth pressure computed on the basis of an equivalent fluid unit weight of 45 pcf for the colluvium mixed with bedrock. 3. Lateral loads may be resisted using a coefficient of friction for sliding of 0,40 on colluvium or compacted fill and 0.50 on bedrock and a passive earth pressure of 350 pcf. Due to the relatively large movements required to mobilize the passive pressure, we recommend an appropriate factor of safety be utilized. 4. The above lateral earth pressures assume drained conditions behind the walls and a horizontal backfill surface. We can provide recommendations and details related to drainage behind earth -retaining walls if desired. 5. Fill against retaining wails should be properly placed and compacted as recommended in Section 4.2.5 of this report. Care should be taken when placing backfill so as not to damage the walls. Compaction of each lift adjacent 97191/DEN8R158 Copyright 2008 Kleinfelder Page 19 of 25 October 9, 2008 E NFEL DER Briph! Fee;Je. APO SoNewts to and near the walls should be accomplished with hand -operated tampers or other lightweight compactors. Over -compaction may cause excessive lateral earth pressures, which could result in wall movements and potential damage to the walls. 4.7 PAVEMENTS We understand access roads will be provided throughout the plant. Both asphalt and gravel roads may be considered. Maintenance vehicles will use the access roads and no heavy truck traffic is anticipated. The heaviest traffic is expected to occur during construction. A pavement section is a layered system designed to distribute concentrated traffic Toads to the subgrade. Performance of the pavement structure is directly related to the physical properties of the subgrade soils and traffic loadings. Soils are represented for pavement design purposes by means of a soil support value for flexible pavements and a modulus of subgrade reaction for rigid pavements. Both values are empirically related to strength. Pavement design procedures are based on strength properties of the subgrade and pavement materials, along with the design traffic conditions. Proper surface drainage is essential for adequate performance of pavement on these soils. 4.7.1 Subgrade Materials Lean clay with gravel -sized bedrock is anticipated to be the predominate subgrade material. These soils generally classify as A-2-4, A-2-6, and A-6 material in accordance with the American Association of State Highway and Transportation Officials (AASHTO) classification with Group Index values between 0 and 7 and are considered as good to poor subgrade material by AASHTO. A resilient modulus of 5,800 psi was calculated from conversion formulas using the Group Index, 4.7.2 Design Traffic We evaluated two conditions for pavement. The heaviest traffic will occur during construction. We assumed a traffic mix of 20 concrete trucks and 2 semi -tractor trailers six days per week for a one-year construction period, which would calculate to an 18 -kip 971911DEN8R156 Page 20 of 25 October 9, 2008 Copyright 2008 Kleinfelder K E MFEL DER bright IWO, Right lo7udon equivalent single axle loads (ESAL) of about 13,000. During permanent operation we have assumed an ESAL of 20,000 for a 20 -year design life, which is equivalent to a lightly traveled local street. If these assumed loadings do not appear appropriate for the plant site, Kleinfelder should be contacted to re-evaluate the proposed pavement sections. 4.7.3 Design Sections Colorado Department of Transportation (CDOT) design procedures and the above design parameters were used to determine the following pavement section alternatives. If the plant access roads will be utilized during construction, we recommend a graveled road consisting of either 12 inches of CDOT Class 6 base course or 14 inches of Class 1 aggregate base. The site bedrock could be used as the Class 1 material with some processing. CDOT specifications indicate Class 6 base course should have 3 to 15 percent passing the #200 sieve. For a graveled surface we recommend the percent passing the #200 sieve be modified to a range of 7 to 15 percent to allow slightly more fines to provide better binding of the material. The permanent access roads should be paved with either 3 inches of asphalt placed over the temporary gravel road or 4.5 inches of asphalt placed over a prepared subgrade. If it is desirable to have a gravel surface for the permanent access roads, we recommend 4 inches of Class 6 base course placed above the temporary construction gravel road or 12 inches of Class 6 base course placed over a prepared subgrade. Periodic maintenance will be required to maintain a smooth surface and extend the pavement life. 4.7.4 Subgrade Preparation Prior to placing the temporary or permanent pavement section, the subgrade should be scarified to a minimum depth of 8 inches and compacted as recommended in Section 4.2.5. Scarification will not be required where bedrock is exposed at subgrade elevation. The entire pavement subgrade should be proofrolled with a heavily loaded pneumatic -tired vehicle after preparation. Areas that deform under heavy wheel loads should be removed and replaced to achieve a stable subgrade prior to paving, 971911DEN8R156 Page 21 of 25 October 9, 2008 Copyright 2008 Kieinfelder KLEINFELOER .ot P.nylp. flight Sohitiona 4.7.5 Drainage The collection and diversion of surface drainage away from paved or graveled areas is extremely important to the satisfactory performance of pavement. Drainage design should provide for the removal of water from paved or graveled areas and prevent the wetting of the subgrade soils. 4.7.6 Maintenance Periodic maintenance of asphalt paved and gravel roadways will extend the pavement life, especially at this elevation. Crack sealing of asphalt pavement should be performed annually, as new cracks appear. Chip seals, fog seals, or slurry seals applied at approximate intervals of 3 to 5 years will reduce oxidative embrittlement problems associated with asphalt. Biading of gravel roadways should be performed at least twice a year. As the roadway deteriorates over time, fresh aggregate base course will have to be added to the surface. 971911DEN8R158 Page 22 of 25 October 9, 2008 Copyright 2008 Kleinfelder �KL E/NFELDER Night Peep le. Fight ink 'ions 5 ADDITIONAL SERVICES 5.1 REQUIREMENTS FOR ADDITIONAL SERVICES In most cases, other services beyond completion of a geotechnical report are necessary or desirable to complete a project satisfactorily. It also sometimes happens that, while performing our services, we discover conditions or circumstances that require the performance of additional work that was not anticipated when the geotechnical report was written. Kleinfelder offers a range of environmental, geological, geotechnical, and construction services to suit the varying needs of our clients. This section outlines some of those services that may pertain to this project. Kleinfelder will be happy to submit a proposal for performing any such services upon request, 5.2 REVIEW OF PLANS AND SPECIFICATIONS We strongly recommend that Kleinfelder be given an opportunity to review the plans and specifications for this project before they are finalized. Such a review allows us to verify that our recommendations and concerns have been adequately incorporated in the design. It also gives us an opportunity to discuss those recommendations and concerns with other members of the design team so that we can clear up misunderstandings or ambiguities before the project reaches the construction stage. 5.3 PREBID AND PRECONSTRUCTION MEETINGS Contractors often contact us during the bidding process to discuss the geotechnical aspects of projects. Informal contacts between Kleinfelder and individual contractors can result in incorrect or incomplete information being provided to the contractor. Therefore, we recommend that a prebid meeting be held to answer any questions about the report prior to submittal of bids. If this is not possible, questions or requests for clarifications regarding this report should be directed to the Owner or his designated representative. After consultation with Kleinfelder, the Owner (or his representative) should provide clarifications or additional information to all contractors bidding the job. 97191/DEN8R158 Page 23 of 25 October 9, 2008 Copyright 2008 Kleinfelder {KLE/NFELDER &iphs People. Right Solutions. After award of a construction contract for this project, we recommend that the Owner, the Contractor, and the other members of the design team hold a preconstruction meeting with Kleinfelder's project engineer. The purpose of this meeting is to go over geotechnical aspects of the project so that all parties have a clear understanding of the geotechnical issues that affect the Contractor's work and how they will be handled. The meeting also allows us to set up the communication and coordination needed for construction observation and testing, and to identify points of confusion or disagreement that need to be resolved, 5.4 CONSTRUCTION OBSERVATION AND TESTING The recommendations in this report depend on the assumption that an adequate program of testing and observation will be made during construction to verify compliance with our recommendations. These tests and observations may include, but not necessarily be limited to, the following: Observations and density testing during site preparation and earthwork Observation of foundation excavations and foundation installation Observation and testing of construction materials • Consultation as may be required during construction Adequate testing and observation is essential to successful and economical completion of a construction project. Testing and observation allow us to verify that our recommendations are being followed. They also make it possible to identify new or changed conditions that require us to modify those recommendations. Construction testing and observation should be scheduled in advance so that our personnel can plan to be available for the work. It is also desirable that we receive a set of project plans and specifications at the time our work is first scheduled. 97191/DEN8R156 Page 24 of 25 October 9, 2008 Copyright 2008 Kleinfelder 6 LIMITATIONS r KL EINFEL DER 8riphl PNpIE. Nrphr joWon E. This work was performed in a manner consistent with that level of care and skill ordinarily exercised by other members of Kleinfelder's profession practicing in the same locality, under similar conditions and at the date the services are provided. Our conclusions, opinions and recommendations are based on a limited number of observations and data. it is possible that conditions could vary between or beyond the data evaluated. Kleinfelder makes no other representation, guarantee or warranty, express or implied, regarding the services, communication (oral or written), report, opinion, or instrument of service provided, This report may be used only by the Client and the registered design professional in responsible charge and only for the purposes stated for this specific engagement within a reasonable time from its issuance, but in no event later than two (2) years from the date of the report. The work performed was based on project information provided by Client. If Client does not retain Kleinfelder to review any plans and specifications, including any revisions or modifications to the plans and specifications, Kleinfelder assumes no responsibility for the suitability of our recommendations. In addition, if there are any changes in the field to the plans and specifications, Client must obtain written approval from Kleinfelder's engineer that such changes do not affect our recommendations. 97191/0EN8R156 Page 25 of 25 October 9, 2008 Copyright 2008 Kleinfelder KL EI KL ENFEL.DER aright Yenpk. Fight VW km. APPENDIX A Vicinity Map Boring Location Plan Proposed Grading Plan SITE � ,Ba dement Parachute • fp s Grand V Valley: MAP PROVIDED 8Y GOOGLE - MAP$ 2008 graphic .apsanueee net Polo wxpled Iron a..r ryp1 11ceM:e eugM ectq Wog twIpWtgpq KMeldnnum maM...taceea I...MA.. lWels w mpled Ire le K[ae. Wel Gerry.. km rase bru141aVA . yypl tuoh.elpmIPon Owe documarl.Ml•ea Med ler au et a LM wiaYpeadud norm 4.pe0 w !n,..Al 11 • [cfl . rt design dowTnl TI'e Ilse a masa oI FI infur.nego,t cmlened an Fn pupP's I.prwnul.eP dd% As se%W d Aa pies,,, parim*Pa I Nurcabm. KLE/NFELOER Bright People. Right Solutions. www.kleinfelder.cam PROJECT NO. 97191 DRAWN: 9/17/2008 DRAWN BY: JE VICINITY MAP CHECKED BY: DA FELE NAME: U'1Eta tie Projtc1.•meamcou rrysvoarxemoa.l MARATHON COMPRESSOR FACILITY GARFIELD COUNTY, COLORADO FIGURE A-1 Li. . . SOIL BORING LOCATIONS ] o rt 0 .t 0 0 A t 9, 'A .? ..j.:, o o + 4 - -V? ? N j• 0' E.4 4? ut '0 ',.• L t -.0 ..,-, g 1 0 N .0 Z 0 < e'• 4. 0 0 g 0 ; . ... 5t V, RORING LOCATION PLA? MARATHON COMPRESSOR FACILFF GARFIELD COUNTY. COLORADO 2 2 .9 .0 03 2 2 9 0 2 ° CO 2 .9 7 0 2 2 ? 9 0 2 2 .9 0 2 -9 0 2 9' 9 0 0 2 2 Z 2 0 w .g 311 ry 0 3 d.d.d. 0310 21110. C 0121: 0 0 21 03 d 3 3 03210 0 0 31101:0 h 03 I— 12 0113 < , ic,... ..,:r ? .01 0 a_ r a_ PROJECT ND 97191 PftimPl; 7g008 _DRAWN IY: JE CHECKEDOA FILE NAME: i 7 c m REFERENCE DRAWNGS. 1..rt 1 4.1 a g I-- ! __,_ 1 .1' 1 14 1 1 LLE I c...-t ! .......cs 1141 J 1 r I I I k 12.11,,EI I I .f 9,Q 00 — A1 M — I „ E I—)a'do•dh r plo46.0 0 -...- 1:4 .1,:4: t1 ..71 ,1,03. 3 — a ,d- --- I I I 1 1 •.1 Of,[ 11 1 'l I i l'i'll 11 4.1111\' ' 01 1,-1 '3:.ddd !IV.— - ,. 1 '. - • • --- S DESIGNS 30 100 L .0 .11014 • — .,......r Z .---- U .---' 1 a _ ;40' :.) 1•- 1‘---.\ \ o .. ••-..•• ) 100.4_ co L.01 CC a w 90 TE PLAN PROVIDED BY: OPTIMIZE varnanen. v tt , 1 :d 111 eg 1 iiiiii" II 5i . In i i- r E/NFEL DER ``` I'BIIphl Rebple. Arph( Inktron. APPENDIX B Logs of Exploratory Borings LEGEND OF SYMBOLS USED ON BORING LOGS 11SCS SOIL SYMBOL DESCRIPTIONS LOG SYMBOLS X 1 D 13111.K / GRAB SAMPLE CALIFORNIA SAMPLER (2.0 inch inside di:uncter) MODIFIED CALIFORNIA SAMPLER (2,5 inch inside diameter) STANDARD PENETRATION spur SPOON SAMPLER (2.0 -inch O.D. X 1.4 -inch LD.) SE IEELBY .11113E (3 inch outside diameter) NO RECOVERY OF SOIL SAMPLE 110-3 SITE CORE BARREL (2.4 -inch E.D.) WATER LEVEL (level where First encountered) WATER LEVEL. (level atter completion) GENERAL NOTES Lines separating strata on the logs represent approximate boundaries only. Actual Transitions may be gradual. 2. No warranty is provided as to the continuity of soil or rock conditions between individual sample locations. 3. Logs represent general soil or rock conditions Observed at the point or exploration on the date indicated. 4. In general, Unified Soil Classification System designations presented on the logs were based on visual classification in the field. modified as appropriate by visual classifications in the office. and/or laboratory gradation and index property testing. 5. NV = No Value_ NA = Not Analyzed; NP = ,No Plasticity 6 Exp Percent expansion under defined surcharge pressure. 7, Com = Percent compression under defined surcharge pressure. 8.501X indicates 30 blows were required to drive the indentitied sampler X inches with a 140.16 hammer falling 30 inches. KL /E NFEL DER Grip rP il. nighrSaktieof Drafted By: J. Edwards Date: 9/15/2008 Caovnal l Igeinfe1der 2008 Project Number: 97191 DV o 0 G W WELL -GRADED GRAVELS. (TRAVEL: SANT) MIXTURES WFFil LIVILE OR NO FINES o ° GP POORLY -GRADED GRAVELS. GRAVEL SAND MIXTURES WinI [.IITL.li OR NO FINES ii y GM q SILTY GRAVELS, GRAVEL -SJ[] -SAND MIXTURES ,� �� GC C LAY WrrH GRAVELS, GRAVEL -SAND -CLAY MIXTURES •'•'•' SW WELL -GRADED SANDS. SAND -GRAVE], MIXTURES WITH LITTLE OR NO FINES SP POORLY -GRADED SANDS, SAND -GRAVEL SM SILTY SANDS, SAND -GRAVEL -SILT MIXTURES SC CLAYEY SANDS, SAND -GRAVEL -CLAY MIXTURES ML INORGANIC SILTS & VERY FINE SANDS. SILTY OR CLAYEY FINE SANDS, CLAYEY SILTS WITH SLIGHT PLASTICITY CL INORGANIC CLAYS OF LOW TO MEDIUM PLASTICITY, GRAVELLY CLAYS, SANDY CLAYS. SILTY CLAYS. LEAN CLAYS OL ORGANIC SILTS & ORGANIC SILTY CLAYS OF LOW PLASTICITY MH INORGANIC SILTS. MICACEOUS OR DIATOMACEOUS FINE SAND OR SILT CH (NORGANrC CLAYS OF HIGH PLASTICITY, FAT CLAYS CLAYSTONE INTERBEDDED SANDSTONE/CLAYSTONE SANDSTONE INTERBEDDED SILTSTONE AND MARLSTONE FILL Note: Fine grained soils that plot within the hatched area on the Plasticity Chart, and coarse grained soils with between 5% and 12% passing the No. 200 sieve require dual USCS symbols, ie., GW -GM. GP -GM, GW -GC, GP -GC, GC -GM, SW -SM, SP -SM, SW -SC, SP -SC, SC -SM. BORING LOG LEGEND Marathon Compressor Station Garfield County, Colorado Location: Groundwater (ft): Drilling Company: Hole diameter (in): Hammer Type: 8-1, See boring location plan Date Started: Hate Completed: Logged By: Total Depth (ft): 9!1112008 9/11/2008 No Groundwater Encountered N. Pitcher Geo Search Equipment: Method: Track Mounted CME 55 4 Grilling Solid Flight Auger 19.1 Automatic Elevation (feet) Dept (feet) Graphical Log DESCRIPTION FIELD LABORATORY ip a o° Blow Counts per 6" interval y ° s2c Approximate Equiv. SPT BIow Count Dry Density (pct) Moisture Content (%) n vi x d c a a- Passing Sievel%1 Passing #200 Sieve ("/o)_ Appx. Surface Elevation (ft): 8025.00 Surface Condition: Grasses and Shrubs 8020 5 '•,ij! %oma i �� 4.40 � o'w' i CLAY: with gravel -size bedrock fragments, stiff, moist, brown to gray 96 23.0 45 11 B — — — — _ — 9 7 CAL 14 8015 10 . 8010 15 Interbedded SILTSTONE and MARLSTONE : sandy with occasional sandstone lenses, hard to very hard, fractured, moist, brown to gray IN ll 5017 CAL 73 5019 CAL 57 8005 20 - 8000 25 - 7995 30 - Boring Terminated 81 19.1 fl. 11112311/CAL r 512 ! 7990 35 6:7-EINFELDER ang a veoc1r. Adantfo.L[ro.�s. BORING LOG Marathon Corepressor Station Garfield County, Colorado BORING Sheet 1 of 1 Drafted By: N. Pilcher DatiSeptember 15, 2008 Project Number: 97191 m a 8 6 0 a 1- c, 0 Cr a.0 U 0 F 01 Oat 0 a 0 0 a Location: B-2, See boring location plan Date Started: 9!1112008 Groundwater (ft): No Groundwater Encountered Date Completed: 9!1112008 Drilling Company: Geo Search Equipment: Track Mounted CME 55 Logged By: N. Pilcher Hole Diameter (in): 4 Drilling Method: Solid Flight Auger Hammer Type: Automatic Total Depth (ft): 29.2 w 0. 0 J 0 a —8045 - 10- -8040 - 15- -8035 - - 20- -8030 Y 25- -8025 5- --8025 - 30 --8020 - 35 DESCRIPTION Appx. Surface Elevation (ft): 8054.00 Surface Condition: Grasses and Shrubs CLAY: with gravel -size bedrock fragments, stiff, moist, brown to gray Interbedded SILTSTONE and MARLSTONE: sandy with occasional sandstone lenses, weathered upper 5' then medium hard to hard, slightly moist to moist, brown to gray Boring Terminated at 29.2 h. FIELD LABORATORY Sample Interval I 9 16 1— 0 N E0 xcp a'g 3 ¢wm CAL 21 15 13 CAL 24 . sono CAL 47 CAL 51 26 14 CAL 99 10.0 34 98 13,5 CAL 256 / E J 4 34 7 Plasticity Index 12 1 215 Or LK E/WELDER 01:0 ,!!Opp,. Riph1 SoNho,t,, Drafted By: N. Pilcher Dal®eptember 15, 2008 Project Number: 97191 BORING LOG Marathon Compressor Station Garfield County, Colorado BORING B-2 Sheet 1 of 1 Location: Groundwater (ft): Drilling Company; Hole Diameter (in): Hammer Type: B•3, See boring location plan Date Started: date Completed: Logged By: Total Depth (ft): 9/10/2008 9/10/2008 No Groundwater Encountered N. Pilcher Geo Search Equipment: Method: Track Mounted CME 55 4 Drilling Solid Flight Auger 21.0 Automatic Elevation (feet) Depth (feet) t. J a 0 DESCRIPTION FIELD LABORATORY Sample Interval J Blow Counts per 6' lntervai m - n AO w Approximate Equiv. SPT Blow Count Dry Density (pcf) Moisture Content (°%) Liquid Limit Plasticity Index I I I t '--'I > 041 I v ,c mw -- a4�a47 a, J L N os°-' Appx. Surface Elevation (ft): 8037.00 Surface Condition: Grasses and Shrubs - -8035 - 5 -8030 - 10 -8025 - 15 -8020 - 20 ' 4Qr %" i ,/� ,.0,4,;);- !fee %% i ceor AFA ;fj s 4 ' CLAY: sandy, scattered bedrock fragments, stiff, moist, dark brown to light brown, organics from 0 to 2 feet 95 93 19.5 22.6 - Con. = 2.9% _._ — - --- - - 5 7 CAL 10 Interbedded SILTSTONE and MARLSTONE: sandy. hard to very hard, moist, mixed brown to gray 50)8 CAL es 5010 CAL - - -8015 - 25 - -8010 - 30- - -8005 - Boring Refusal at 21.0 ft. i - -- - - 35 �� ICLE/IVFELDER Sok 9M hay�e. !NW . BORING LOG Marathon Compressor Station Garfield County, Colorado BORING B-3 Sheet i or i Drafted By: N, Pilcher Datiieptember 15, 2008 Project Number: 97191 ON COMPRESSOR in DRILL PAD 9 Location: B-4, See boring location plan Date Started: 9!10/2008 Groundwater (ft): No Groundwater Encountered Date Completed: 9/10/2008 Drilling Company: Geo Search Equipment: Track Mounted CME 55 Logged By: N. Pilcher Hole Diameter (in): 4 Drilling Method: Solid Flight Auger Hammer Type: Automatic Total Depth (ft); 39.3 DESCRIPTION Appx. Surface Elevation (ft): 8064.00 Surface Condition: Grasses and Shrubs CLAY: with gravel size bedrock fragments, stiff, moist, brown to gray Interbedded SrLTSTONE and MARLSTONE: sandy with occasional fine-grained sandstone lenses, hard b very hard, slightly moist. brown to dark gray KL EINFEL DER 809h1 P,op,. Aig✓tl l9NnonI. Drafted By: N. Pilcher Dateeptember 15, 2008 Project Number: 97191 FrELD LABORATORY jrl a E u, BULK 1 50/10 CAL 51 5019 • 50/5 MI CAL 57 CAL 102 50/4 CAL 128 5014 CAL 128 00 97 100 e L C 3 0 2U 17.9 19.0 E 0 J BORING LOG Marathon Compressor Station Garfield County, Colorado Plasticity Index 01- BORING B-4 Sheat 1 of 2 Elevation (feet) Depth (feet) .. r a DESCRIPTION FIELD LABORATORY Sample Intervat C 0 t 0 . 3SO o. E ,Approximate :Equiv. SPT Blow Count Dry Density (pcf) Moisture Content (%) Liquid Limit Plasticity Index Passing Passing 0200 Sieve (%) tt Interbedded SILTSTONE and 1 1 - - MARLSTONE: sandy with occasional I I - rine-grained sandstone lenses, hard to very hard, slightly moist, brown to dark 1 1 .. ra (continued) 9 Y I I - I I -802$40 5Dr3 CAL 171 / a -8020 - 45 - • Boring Terminated at 39,3 ft. = - -8015 - 50 - - -"- -8010 i - - 55 - _ -8005 - - 60- 7- -8000 - - - 65 - 1 -7995 - 7 - 70 - - _ _ J1 -7990 - "'I 75 BORING KLElNFELDER Any t➢ *RINfaWGOAf. BORING LOG _ 4 Drafted By: N. Pilcher Project Number: Marathon Compressor Station Garfield County, Colorado Dateeptember 15, 2008 97191 Sheet 2 of 2 Location: B-5, See boring location plan Date Started: 9/12/2008 Groundwater (ft): No Groundwater Encountered Date Completed: 9!15/2008 Drilling Company; Geo Search Equipment: Track Mounted CME 55 Logged By: N. Pilcher Hole Diameter (in): 6 Drilling Method: Hollow Stem Auger Hammer Type: Automatic Total Depth (ft): 50.0 Elevation (feet) —8070 —8065 - 10 — 8060 l5 — 8055 - 20 —8050 - 25 F —8045 z - 30 4 h o ai- W t —8040 0 z 35 Z O x r4 a pmp Et 0 J 0. DESCRIPTION FIELD LABORATORY App. Surface Elevation (ft): 8074.00 Surface Condition: Grasses and Shrubs CLAY: sandy with gravel -size bedrock fragments, medium dense, slightly moist, brown Uinta Formation interbedded SILTSTONE and MARLSTONE with occasional fine-grained SANDSTONE lenses, slightly weathered to very weathered, slightly fractured to very fractured, thinly bedded to laminated iron staining tense very weathered to clay very fractured zone very fractured zone Iron staining on fractures throughout five foot core run very fractured zone very fractured throughout five fool core run very fractured zone very fractured zone KLEINPEL DER app.! erapM. F,gnrSnunnna Drafted By: J. Edwards DatEeptember 18, 2008 Project Number. 97191 Sample Interval INN 50/4 CAL 128 50/8 CAL 54 CORE CORE CORE CORE CORE a. OA] 117 110 a �U 12.1 14.5 .71 :7 Plasticity Index L BORING LOG Marathon Compressor Station Garfield County, Colorado Recovery = 84% ROD = 28% Recovery = 34% RQD = 0% — UCS = 288,600 psr Recovery = 94% _ RQD = 23% --- 1 Recovery = 60% ROD = 0% — Recovery = 88% RQD= 17% -- UCS = 177.700 psf - BORING B-5 Sheat 1 of 2 Elevation (feet) Depth (feet) DESCRIPTION oi 0 covi FIELD LABORATORY Sample Interval !Blow Counts per 6" Interval Sample Type • !Approximate 'Equiv. SPT Blow Count Dry Density (pcf) Moisture Content (%) •.- J1 J x w n_ Passing #4 Sieve (%) Passing #200 Sieve (%) ill II 6 N d 01- NUinta - - r-8035 40 -8030 - a5 - -8025 UintaFormation interbedded SILTSTONE and MARLSTONE with occasional fine-grained SANDSTONE lenses, slightly weathered to very weathered, slightly fractured to very fractured, thinly bedded to laminated(continued) sandstone tense with Iron staining sandstone tense with Iron staining (non-cemented)— CORE 1 1 Recovery = 92% _ RQD = 7% - _ W - - - _ Recovery p 100% ROD = 32% - - - Recovery = 100% _ ROD = 0% - -" CORE CORE 50 -8020 - - 55 - -8015 - _ 60 - -8010 - 65 .. -8005 1- 70 • -8000 - • 75 i Boring Terminated at 50.0 It 1 - - - — - — -1 - — -, J - - (1—(LEINFELDER �8,,ohr P.0..1401.0,. BORING LOG Marathon Compressor Station Garfield County, Colorado BORING B-5 Sheet 2 of 2 Drafted By: J. Edwards Dateseptember 18, 2008 Project Number: 97191 Location: B-6, Sea boring location plan Date Started: 9/1012008 Groundwater (ft): No Groundwater Encountered Date Completed: 9110/2008 Drilling Company: Geo Search Equipment: Track Mounted CME 55 Logged 8y: N. Pilcher Hole Diameter (in): 4 Drilling Method: Solid Flight Auger Hammer Type: Automatic Total Depth (ft): 49.1 c 0 W -8070 -8065 T80bo -8050 -8045 v i= - m E. 0 z^ O a -8040 r DESCRIPTION FIELD LABORATORY Appx. Surface Elevation (ft): 8071.00 Surface Condition: Grasses and Shrubs CLAY: with gravel -size bedrock fragments, very stiff, moist, brown to gray Interbedded SILTSTONE and MARLSTONE: with sandy to very sandy lenses, hard to very hard, slightly moist to moist, brown to gray 1 0 yy 50/9 CAL 57 ■ 5013 CAL 171 50110 CAL 51 5011 CAL 512 99 20.6 32 3 0 a i 31 P28 oti KL E/NFEL DER Brig'rleooh- RIM tSauuonr. Drafted By: N. Pilcher Dat eptember 15, 2008 Project Number: 97191 BORING LOG Marathon Compressor Station Garfield County, Colorado BORING B-6 Sheet 1 of 2 Elevation (feet) Depth (feet) Graphical Log DESCRIPTION FIELD LABORATORY Sample Interval Blow Counts Per 6" Interval m a a t- 42 Z. E ( Approximate Equiv. SPT Blow Count Dry Density (pct) Moisture Content (%) Liquid Limit Plasticity Index Passing #4 Sieve°/,_ _ Passing 0246 Sieve (%) .c N 512 Interbedded SILTSTONE and -8035 MARLSTONE: with sandy to very " sandy lenses, hard to very hard, slightly _ moist to moist, brown to gray(continued) - 50/0 CAL 4 40 _ -8030 - " Sort CAL 512 45 - -8025 - Ear CAL ' W _ SO y Boring Terminated at 49.1 N. -8020 - - - 55 - ..._ -8015 - - 60 a -8010 - 65 - "" -8005 - - 70 -8000 - - 75 BORING KLE/NFELDER argM DfOQ'!, fight SOlWOnI� BORING LOG Drafted By: N. Pilcher Project Number: Marathon Compressor Station Garfield County, Colorado DatSeptember 15, 2008 97191 Sheet2 of 2 Location: 9-7, See boring location plan Groundwater (ft). No Groundwater Encountered Date Started: 911012008 Date Completed: 9/10/2008 Drilling Company: Geo Search Equipment: Track Mounted CME 55 Logged By: N. Pilcher Hole Diameter (in): 4 Drilling Method: Solid Flight Auger Hammer Type: Automatic Total Depth (ft): 49.0 Elevation (feet) —8070 ya. Q 10 —8060 15- -8055 - 20H —8050 .y m- 0 0 E 75— 0045 z - 30-- o a --8040 0 w - O 0 m_ w CrO. O Z 35 0 m m a a J rc 0 FIELD LABORATORY DESCRIPTION Appx. Surface Elevation (ft): 8071.00 Surface Condition: Grasses and Shrubs CLAY: with gravel -size bedrock fragments, very stiff, moist, light brown 10 brown and gray interbedded SILTSTONE and MARLSTONE: with sandy lenses. weathered lo very hard, slightly moist, gray to brown gray I 12 16 0. or co fier 50/3 CAL 24 CAL 171 50/3 r7 16 CAL 171 CAL 20 50/0 CAL c o mU 15.7 J Plasticity Index 21 2 KL.E/NFELOEs' dripnl nepk. Irpnt SoluV0.1 Drafled By: N. Pilcher DatiSeptember 15, 2008 Project Number: 97191 BORING LOG Marathon Compressor Station Garfield County, Colorado BORING B-7 Sheet 1 of 2 Elevation (feet) Depth (feet) o V a a DESCRIPTION FIELD LABORATORY Sample interval Blow Counts per 6' Interval Sample Type Approximate Equiv. SPT Blow Count Dry Density (pct Moisture Content (%) J - x a c ?.` 0 Lo 4 Passing #4 Sieve (%) Passing #200 Sieve (%) N p Ola Interbedded SILTSTONE and 8035 MARLSTONE: with sandy lenses, weathered to very hard, slightly moist, gray to brown gray(continued) - _ 5010 CAL 40 — 8030 – ..- 50M CAL 512 - 45 — 8025 -- Boring Terminated al 49.0 ft. 5010 CAL 50 - 8020 - 55 - 8015 - - 60 - 8010 - 65 - ___ 8005 - `" 70 - 8000 - – 75 BORING KLEINFELOER 4eq 1410,!..1414 Jalu Peu. BORING LOG _ Drafted By: N. Pilcher Project Number: Marathon Compressor Station Garfield County, Colorado Dateeptember 15, 2008 97191 Sheet2 or 2 erTf Ider.corn 10!9!2008 z 0 W -8020 cc a F 0 0 Location: B-8, See boring location plan Groundwater (ft): No Groundwater Encountered Drilling Company: Geo Search Equipment: Track Mounted CME 55 Hole Diameter (in): 4 Drilling Method: Solid Flight Auger Hammer Type: Automatic Date Started: 919/2008 Date Completed: 919/2008 Logged By: N. Pilcher Total Depth (t1): 29,1 5 - 8050 5- - 8045 - 10- - 8040 15 - 8035 -8030 - 8025 z DRILL PAD 971 20- 25 - 30 - 35 DESCRIPTION Appx. Surface Elevation (h): 8053.00 Surface Condition: Grasses and Shrubs CLAY: with gravel -size bedrock fragments, medium to very stiff, moist, tan Interbedded SILTSTONE and MARLSTONE: sandy, hard to very hard, moist, gray and brown Boring Terminated at 29.1 ft. e 7 c E gro E o a FIELD a c Ey nag <w� 19 CAL 30 42 BULK 3 t CAL 3 5 16 CAL 10 or 5016 CAL • 50)5 CAL 22 85 IlEY 102 512 0. 0. is C 0 79 97 d P.48' C 2 0 17.6 19.7 a 9. 33 LABORATORY c a a 9 9 O- UCS = 4800 psf WSS=0.001% pH = 8.7 Res = 3100 KL E/NFEL DER &tyro Prop,.. P14hr 1atif%MF Drafted By: N. Pilcher Dattseptember 15, 2008 Project Number: 97191 BORING LOG Marathon Compressor Station Garfield County, Colorado BORING B-8 _Sheet 1 of 1 . Location: Groundwater (ft): Drilling Company: Hole Diameter (in): Hammer Type: 9-9, See boring location plan Date Started: Date Completed: Logged By: Total Depth (ft): 9/9/2008 9/912008 No Groundwater Encountered N. Pilcher Geo Search Equipment: Method: Track Mounted CME 55 4 Drilling Solid Flight Auger 29.0 Automatic Elevation (feet) Depth (feet) Graphical Log DESCRIPTION FIELD LABORATORY Sample Interval Blow Counts per 6" Interval m a r'" E rn Approximate Equiv. SPT Blow Count S. G o u C O - aE 7 3 x ° ' 2 N a Passing #4 SievoeS%l _. Passing 1200 Sieve (%) :15 y 8 r- Appx. Surface Elevation (ft): 8054.00 Surface Condition: Grasses and Shrubs �j� - ;Ir �i ,� �� %j♦,.• fi., -8050 i4.V A p - 5 J��. ,i '�J 7 W -8045 � �e 10 J��•ilr. I S i4* / i.;:.•i CLAY: with gravel size bedrock fragments, medium stiff to very stiff. moist, brown and gray, iron staining 103 106 18.4 17.4 — - — — - —_ — — - — - — — — 13 22 CAL 30 BULK 3 3 CAL 5 -8040 15 1-803521 - 20 -8030— 25 Interbedded SILTSTONE and MARLSTONE: sandy with occasion& sandstone lenses, medium hard to very hard, moist. light gray to gray, Fe staining at 19' • 5018 CAL 65 23 CAL 36 NI 5016 CAL 85 ' -8025 i 30 -8020 i Boring Terminated at 29.0 ft. 5011 \f1._...,.1 CAI 512 it — — 35 i nKL.E1NFEL011 �- BORINGLOG Marathon Compressor Station Garfield County, Colorado BORING B-9 Street 1 of 1 Drafted By: N. Pitcher Dat®eptember 15, 2008 5 Project Number: 97191 Location: 0-10, See boring location plan Groundwater (ft): No Groundwater Encountered Drilling Company: Geo Search Equipment: Track Mounted CME 55 Hole Diameter (in): 4 Drilling Method: Solid Flight Auger Hammer Type: Automatic Date Started: 9111/2008 Date Completed: 9/11)2006 Logged By: N. Pitcher Total Depth (ft): 29.0 Elevation (feet) -8055 a 5- -8050 • • 10 -8045 - 15- -8040 - -8035 E a m -8030 - rn J DESCRIPTION App. Surface Elevation (ft): 8058.00 Surface Condition: Grasses and Shrubs CLAY: with gravel -size bedrock fragments. stiff to hard, moist. brown Interbedded SILTSTONE and MARISTONE; slightly sandy with sandy lenses, medium hard to very hard, slightly moist, gray to brown, iron staining at 19' FIELD 8 8 CAL 14 50/6 CAL 64 22 26 20-1 17 31 25- tr - 0 _ W ce0 DRILL PAD 971 35 CAL 41 CAL 41 5010 CAL Boring Terminated at 29.0 ft. 5010 CAL. 85 108 26.9 17.7 J LABORATORY Plasticity index KL E/NFEL PER lrynr M,pr Ruhr So -m.4. Drafted By; N. Pilcher DatEleplember 15, 2008 Project Number: 97191 BORING LOG Marathon Compressor Station Garfield County, Colorado BORING B-10 Sheet 1 of 1 0 a 2 0. z O 1- 0 O tow rr 0 0 0 Location: Groundwater (ft): Drilling Company: Hole Diameter (in): Hammer Type: B-11, See boring location plan Date Started: Date Completed: Logged By: Total Depth (ft): 9/9/2008 9/912008 No Groundwater Encountered N. Pilcher Geo Search Equipment: Method; Track Mounted CME 55 4 Drilling Solid Flight Auger 29.0 Automatic Elevation (Feet) Depth {Feet) Graphical Log DESCRIPTION FIELD LABORATORY a t 6 • i; Blow Counts per 6" Interval Sample Type Approximate Equiv. SPT Slow Count Dry Density (pct) Moisture Content (°%) Liquid Limit Plasticity Index [Passing #4 Sieve AL Passing #200 Sieve (%) .c N Appx, Surface Elevation {ft): 8054.00 Surface Condition: Grasses and Shrubs ;%/ 4 . - ./b -i !, J , tp„.� _ f�i �j - F.' J� f.. If —8050!� Ir - S fj f�I f� J� _ . � I, . f 0 I —8045f. �1 - 10 I J gA �,`�— CLAY: with gravel -size bedrock fragments, medium stiff to very stiff, moist, light brown, tan, and gray 108 24.4 14.5 36 10 — — — — — — - — — T 1 4 4 CAL 7 BULB 14 19 CAL 28 —8040 - 15 - 6035 - 213 —8030 - 25 Interbedded SILTSTONE and MARLSTONE: slightly sandy with occasional fine grained sandstone lenses, hard, slightly moist to moist, gray to brown 50!8 CAL 85 50r12 CAL 43 50112 CAL 43 —8025 - 30 -8020 Boring Terminated at 29.0 It sortcRt \ 512 or _ f" — J — _— 35 KLE/NFELOER d�lpY[l�Opl,, A,9�[}afVliO�R BORING LOG Marathon Compressor Station Garfield County, Colorado BORING B-11 Sheet 1 of 1 Drafted By: N. Pilcher Dateeptember 15, 2008 Project Number: 97191