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3.0 Conditions of Approval
Marathon Oil Company BMPs Updated January 2013 Marathon has established an evaluation process for operations within the Piceance Basin that addresses wildlife concerns. This listing of Items 1-5 represents our specific actions that are considered avoidance and minimization actions by the Colorado Parks and Wildlife (CPW). Marathon has developed these BMPs as part of our Standard Operating Procedures (SOP) to provide operational and wildlife management for the Piceance Basin. 1. Riparian Area Protection for Wildlife • Marathon will locate roads as far from riparian areas and bottoms of drainages as possible and outside of riparian habitat. However, Marathon is limited in areas where landowners dictate utilization of roads. 2. Company Vehicle Guidelines and Traffic Reductions for Wildlife Protection • Marathon has 25 mph limit for all roads (speed limit signs are posted); additionally it is Marathon's policy to prohibit the use of radios/cell phones while driving to enhance driving awareness. Car pooling for major projects is encouraged for all Marathon contractors to reduce traffic; carpooling is evaluated and used where practical for major projects. • Marathon utilizes SCADA/Automation system to better understand and operate wellsite operations. The SCADA/Automation system provides a real-time view of the site with the ability to remotely start-up and shut -down certain operations. The system can be used to eliminate unnecessary trips to the production pad. Marathon currently has twenty-two pads in production and all pads are monitored by the SCADA/Automation system. The SCADA/Automation is a key component to safe, efficient, and environmentally friendly operations. • When actively drilling, Marathon utilizes one Temporary Living camp to house the resources needed to support the drilling operations within the Piceance Basin. The site supports approximately 50 personnel that function on 12 -hour shifts. The shift work schedule is 2 -weeks on and 2 -weeks off. This is a traffic reduction of 25 vehicles per day, 7 -days per week. There is an understanding that the reduction of traffic as a whole reduces the opportunity for wildlife impacts. 3. Infrastructure Layout for Wildlife Protection • Marathon has installed consolidated and centralized fluid collection facilities and water pipelines to manage fluids in the field. Through 2011, Marathon has installed approximately 50 miles of pipelines to manage existing production as well as future developments. The majority of the water pipelines are located adjacent to existing roads and within existing ROWs. The installation of most of the water pipelines was performed in conjunction with the installation of gas gathering lines performed by Enterprise. During the installation, both Marathon and Enterprise utilized the same contractor to reduce the overall disturbance and traffic by making one ground disturbance; thereby, reducing manpower, pieces of equipment and installation schedule. • From 2008 through 2011. Marathon has utilized the fluid infrastructure to move approximately 2.2 million barrels of water throughout the field. The use of the pipelines and central facilities has saved approximately 22,000 truck loads and over 330,000 trucking miles. As Marathon continues to produce from this field, there will be continued utilization of this infrastructure to manage fluids which will continue to reduce disturbances and traffic. Produced water can be pumped via pipeline to Pad 18A for storage and offsite disposal. Produced water can be pumped via pipeline to Pad 32C for storage and enhanced evaporation. The use of Pads 18A and 32C for managing produced effectively minimize truck traffic within the field. • Based on development to date, future development of the field will utilize the infrastructure that has been installed. Each future well requires approximately 25,000 barrels of water to drill and complete. The water trucks used for transport carry approximately 100 barrels per Toad. As a result, continuing to utilize the infrastructure will save up to 250 truck Toads per well during future development. Total development will require an average of eight wells per pad to achieve 20 acre spacing. This equates to 2,000 truck loads per pad and would increase with more aggressive development. As stated earlier, the traffic reduction will continue as long as the wells are producing and the water pipelines and facilities are utilized to manage fluids. 4. Drilling and Completions Operations for the Protection of Wildlife • Marathon will review annually the scheduled civil construction, drilling and completion activities (Plan of Development [POD]) to avoid portions of SWH, specifically for the GrSG. Additionally, Marathon through the POD will schedule our activities in a effort to avoid and/or minimize operations near and within lek sites, elk production areas and active raptor nests. The POD will be submitted to the CPW by the end of January for each calendar year. This component of the WMA will be a living document. Marathon will utilize C -K Associates, LLC (C -K) as our third party review team jointly with our regulatory compliance group to balance developments and ecological concerns within the Piceance Basin. Marathon's goal during the annual POD scheduling, is to avoid at a minimum 66% of the GrSG SWH. • If for some reason an area cannot be avoided, Marathon will attempt to avoid the timing period associated with the wildlife category of concern. - Lek avoidance is from March 1 through May 15 for major activities - Elk Production is rotation of production areas on a seasonal basis; - 4 -mile buffer for GrSG March 1 -June 30 (4 -months) Note: there is an overlap of geographical areas between the elk production areas and the 4 -mile GrSG buffer area (SWI -1). In Marathon's effort to meet the timing for an elk production area, we also achieve avoidance for a portion of the 4 -mile buffer area. • Marathon has agreed to seasonal rotation development activities for the elk production areas. • As of January 2012, Marathon has closed all drilling reserve pits. • No drilling has occurred since June 2010; no completions have occurred since December 2010. 5. Additional Minimizations for Wildlife Protection • Marathon is following the rule requirements for noise. Regarding raptor perch deterrents, Marathon will provide deterrents in areas where surrounding habitats do not provide natural perches. • Marathon joint ownership properties can utilize approved seed mixes and restore disturbed sagebrush. In lease areas the land owner dictates the decision on seed mix and restoration of sagebrush. There are discussions with land owners on decisions regarding high priority habitat (lek areas and adjacent lands) where sagebrush can be restored. In other areas the approved land owner seed mix would be applied. • Marathon conducts raptor surveys and utilizes the CPW's approach to evaluate survey data protocols. 6. Additional Awareness for Wildlife Protection • Marathon requires that each individual (company and contractor) go through orientation prior to working on locations and annually thereafter. Wildlife awareness is discussed. • Marathon shares a general site map that includes Marathon locations, roads, personnel contacts, etc. In addition, the map highlights Wildlife Timing Periods and the two lek sites within Marathon's acreage. The map is shared with company employees, contractors, and other operators. • Marathon conducts monthly HES (health, environment and safety) meetings that include company and contract employees. At least one meeting per year focuses on wildlife issues. 012-1372 Noise Analysis —32C Produced Water Pond Facility 04101114 Calculated Sound Pressure Levels The motor is rated to a sound pressure level of 92 dB(A) at 1 meters (3.3 feet) by the manufacturer (see Attachment A). COGCC Rule 802(c) 1 dB(A)p;ssance2= dB(A)pstance, - 20 x Iogio(Distance2/Distances) Olsson has assessed the potential noise level at 350 feet using the noise/distance extrapolation equation provided in COGCC Rule 802 and the motors noise rating. The calculated sound pressure level at 350 feet from the equipment will be approximately 51.5 dB(A) Conclusion The noise pressure calculation shows that the levels should be well below the night time light industrial limit at 350 feet from the equipment. This sound pressure level is calculated and actual noise levels may be measured during equipment operation to insure regulatory compliance. Statement of Qualification I am a multi -disciplinary Project Manager at Olsson Associates. I have coordinated many Noise Control Regulation Compliance Assessments over 5 years at existing and planned noise generating equipment installations in Colorado. If you have any questions regarding this assessment, please contact me at 970-263-7800. Sincerely, Olsson Associates Ken Kreie Senior Scientist Enclosures — Attachment A —Manufacturer Noise Rating Specifications Cc: Project File LO-AffiJAP C dBA1 = 92 dB (A) (Noise Rating of Motor) Extrapolation 02 = 350 ft. (COGCC Compliance Distance) to 350 ft. D1 = 3.3 ft. (Distance of Noise Rating from Manufacturer) dBA2 = 51.5 dB (A) (Calculated dB (A) at 350 ft.) COGCC Rule 802(c) 1 dB(A)p;ssance2= dB(A)pstance, - 20 x Iogio(Distance2/Distances) Olsson has assessed the potential noise level at 350 feet using the noise/distance extrapolation equation provided in COGCC Rule 802 and the motors noise rating. The calculated sound pressure level at 350 feet from the equipment will be approximately 51.5 dB(A) Conclusion The noise pressure calculation shows that the levels should be well below the night time light industrial limit at 350 feet from the equipment. This sound pressure level is calculated and actual noise levels may be measured during equipment operation to insure regulatory compliance. Statement of Qualification I am a multi -disciplinary Project Manager at Olsson Associates. I have coordinated many Noise Control Regulation Compliance Assessments over 5 years at existing and planned noise generating equipment installations in Colorado. If you have any questions regarding this assessment, please contact me at 970-263-7800. Sincerely, Olsson Associates Ken Kreie Senior Scientist Enclosures — Attachment A —Manufacturer Noise Rating Specifications Cc: Project File LO-AffiJAP C Car !WO F°RI' State of Colorado 28 011 and Gas Conservation Commission 1120 Lincoln Street, Suitt 801, Denner, Colorido 80203 13031894.2100 Fox: (30). 894.2109 CENTRALIZED E&P WASTE MANAGEMENT FACILITY PERMIT (Submit this Form and accompanying documents for each facility per Rule 908. Financial Assurance in the amount of 350,000 is required to operate each facility. IlIlIli 111111 flIIiJIl OGCC Operator Number. 53 50 Name cooperator Marathon Oil Company Address: 743 Horizon court, Suite 220 city. Grand Junction COstave. zip: 81506 Contact Name and Telephone: Eric Ward No: 970.244.5735 Fon inn v ONLY Surety ID: O vQYN Complete the Attachment Checklist tlttrr OGCC Fax: 970 245.6287 ProrgionA PO4 pa. 1,011, Wei use daasgtron Surface Owner (if different than above]: Marathon 50%, Berry 50% Address: 950 17th St, Ste 2400 city State: CO zip: 80202 Facility Name: Marathon Water Storage Facility - Pond 32C Address: Approx 17 mites NW of Parachute off Garden Gulch Rd. co, Parachute State: CO zip: 81635 Phone' Fax: Taparc map La arm, amp wNlr atrtataw BOOM e..: w+euveyMav Facer dew a*q -.l uayea ►fiats Fina/mimeo ort,, plan 1 1 1 1 Lad pan canna aura Loan pari panics ons nab= 1, Is be site In a sonata** erect? 0 Y Q N 2. What are the average annual precip 1abon and evaporabon rates for the site? Precipitation- 16ar Evaporation: 40 incheslbrear 3. Has a description piths site's general topography, geology and hydrology been attached? p Y N 4, Has a description of the adlaeent land use been attached? F4- Y • N 5. Hasa 1:24,000 topographic map showing the oda location been attached? 0 Y 0 N 6. Has a elle plan showing drainage patleme, diversion or containment structures, roads, fencing, tanks, pits, buildings and any other pertinent construction details been attached? ® Y 0 N 7. if site is not owned by the operator, is widen euthonration of the surface amerattached? ./f% Y 0 1 8. Mia a scaled drawing and survey showing the entire seclion(a) _ containing 1f1a proposed facility bean attached? ❑ Y N g. What measures have been implemented to limit ewes* to the foamy by wildlife. domestic anisnafa or by members of the public? Briefly explain_ Thepond is encloseripy aq eilisjitiy fence and is netted. A manned security oo¢1 to Incased at theitase 01 Garden GulcVRvad wtiich provides access to the facility. 10. Is there is planned firelane of at least 10 feet In width around the active treatrnenf erase and wtthln the penrr Mar fence? [1] Y [0 N 11 Is mere an add nano' buffer zone of el least 10 fest within the _perimeter trretane? ❑ Y ❑ N 12. Have surface water diversion structures been constructed to accommodate a 100 -year, 24-hour event? EJ Y 0 N 13. Has ■ waste profile been ntculated according to Rule 908.b.6? P1 Y 0 N 14. Has faulty design and engineering been provided as required by Rule 908.6.77 d Y Q N 15 Has an operating glen been completed as required by Rule 906.b.87 0 Y 0 N 16. Has ground water mondormg for be site been provided? 0 Y 2) N Attach Water Analysis Report, Form 25. for each monitoring well installed.'" 17, Has frnencial essurenoe been provided as requited ❑Y © by Rule 7047 N 16. Has a dosure plan been provided? Q Y ❑ N 19. Have tors) government requlrerrmntu for zoning complied with? ❑ Y and Construction been ■ N 20. Have permits and notificeticns required other *geodes been provided? by ti local governments and Y Q N Print Name: Eric Ward Title: Operations Manalc er CONDITIONS OF APPROVAL. IF ANY: , s aF d 9 Date. Date: 6 6006 Facility Number: 'f33 7,36 Pi 164 1, : l-1 l y Document Number: 1733675 Form 28 Permit Facility ID: 433736 Pit Facility ID: 421284 Marathon Oil Company, Marathon Water Storage Facility — Pond 32C, SESW Section 32, T5S, R9SW, 6th PM, Garfield County, Colorado, Form 28 Conditions of Approval (COAs), Associated Form 28 Document Number 1733675; Form 15 Pit Facility ID 421284TBD; and Location ID; 335982 FINANCIAL ASSURANCE COAs: Financial assurance, based on re-evaluated cost of reclamation, closure and abandonment estimate, will be reviewed at five (5) year intervals over the life of the Facility; however, the COGCC reserves the right to review the financial assurance for adequacy on a more frequent basis. WATER RESOURCES (SURFACE WATER AND GROUNDWATER) PROTECTION COAs: GENERAL SITE COAs: Surface water sampling event(s) shall be targeted for the spring 2014 runoff period. Surface water samples shall be collected upstream of 32C, downstream of 32C, and from the spring located approximately 4,0001 fee north from the 32C pond. Water quality analysis shall include BTEX, TPH-DRO, TPH-GRO, IDS, chloride, sulfate, total suspended solids, and pH. Provide results of pit liner integrity on an annual basis as part of the annual report. Marathon Oil Company, Marathon Water Storage Facility — Pond 32C SESW Section 32, T55, R95W, 6th PM, Garfield County, Colorado Form 28 COAs Page 1 CK him A550C1ATES,LLC 17170 PERKINS ROAD BATON ROUGE, LA 70810 PH (225) 755-1000 FAX (225) 751-2010 http://www.c-ka.corn ENVIRONMENTAL & ENGINEER1NG CONSULTANTS January 30, 2013 Colorado Parks and Wildlife 711 Independence Avenue Grand Junction, Colorado 81505 Attn: Mr. Michael Warren Re: Marathon Oil Company Wildlife Mitigation Plan Agreement Third Party Review C -K Associates' Project No. 5738E Dear Mr. Warren: REGIONAL OFFICES LAKE CHARLES, LA PH (337)439.8699 FAX(337) 421-1479 SHREVEPORT, LA PH(318J 797-8636 FAX(3181 798-0478 HOUSTON, TX PH (2811 397-9016 FAX (281) 397-6637 On March 16, 2010 Marathon Oil Company (Marathon) and the Colorado Parks and Wildlife (CPW) entered into a formal Wildlife Mitigation Plan (WMP) agreement (Agreement), which mitigated for direct and indirect impacts to wildlife species of concern and sensitive wildlife habitats (SWH) from Marathon's oil and gas operations within the Piceance Basin. The Agreement is conditional and requires all components to be maintained. One requirement is to conduct an annual review to ensure that all Agreement components and acceptable best management practices (BMPs) are maintained. Marathon contracted C -K Associates, LLC (C- K) as a third party to conduct the annual review to validate adherence to the Agreement. The purpose of this correspondence is to document that the annual review was conducted and that all components of the Agreement have been fulfilled and are maintained through established policies, BMPs and standard operating practices (SOPS) by Marathon. 2012 Annual WMP Agreement Review Marathon's overall development for the Piceance Basin at the time of the Agreement included a total of 56 well pads: 23 existing and 33 proposed. Of the 56 well pads, 36 are located within SWH boundaries according to Marathon's wildlife proximity database and consultation with CPW. At present, 19 of the 22 active pads are located within SWH boundaries. Early in the Agreement process, the CPW and Marathon determined that several BMPs were effective at avoiding and/or minimizing impacts to the landscape from oil and gas development. The Agreement identifies six primary mitigation BMPs that are part of Marathon's SOP to reduce environmental impacts. Primary Mitigation BMPs • Supervisory Control and Data Acquisition (SCADA) • Voluntary Timing • Man Camps • Liquids Distribution • High Efficiency Rigs • Closed -Loop Drilling 20120116_WMP Survey.doc C -K Associates, LLC Mr. Michael Warren January 30, 2013 Page 2 of 4 Additionally, Marathon implements other BMPs as part of their SOPs that are designed to reduce the operating footprint, human -wildlife encounters, and traffic in combination with other practices to reduce natural resource impacts (see Attachment 1). In order to determine Marathon's adherence to the Agreement, C -K identified a process to validate Marathon's intent and actions regarding the Agreement. The selected process chosen by C -K consisted of (1) interviews, (2) field review, and (3) policy reviews. C -K conducted meetings and follow-up correspondence with Marathon before and after the site visit conducted on June 12, 2012. The meetings consisted of interviews to discuss primary mitigation and other SOPS, including BMPs, which benefit wildlife species of concern and S W H. Marathon stated that no new drilling has occurred since June 2010, and no completion activities have occurred since December 2010. Since December 2010, Marathon has focused on the production operations for the 77 producing wells on 22 active pads. Marathon also provided updates on the liquids distribution system for managing fresh and produced water. For 2012, there were no updates for the freshwater system (Valley Pump Station). During Marathon's drilling and completion activities (2008-2010), fresh water was delivered to locations via pipeline to minimize trucking impacts. Beginning in September of 2011, Marathon began to more fully utilize the produced water pipelines which dramatically reduced truck traffic within the field. Marathon's perspective is that the company is adhering to the Agreement; this is based on daily operations and existing programs/policies that are specific for the Piceance Basin. Marathon has established their BMPs in accordance with the CPW's "Action to Minimize Adverse Impacts to Wildlife Resources" based on the location and operational tinning requirements for each pad. These BMPs include annual educational training for Marathon staff and contractors on wildlife issues of concern, implementation of wildlife protection policies on Marathon property, and overall consolidation and increased efficiency of operations to minimize wildlife disturbance. One example of BMPs recently implemented is the liquids distribution system that moves produced water to Pad 18A or to Pad 32C. Since September 2011, Pad 18A has been used to gather most of the produced water via pipeline in order to minimize trucking within the field. Marathon also has a water impoundment at Pad 32C. Produced water was stored and pumped from Pad 32C via pipeline to support the final completions activities in late 2010. Since then, the pond has been utilized to store produced water for eventual disposal. Between the liquids distribution system (produced water lines), Pad 18A, and Pad 32C, Marathon is able to minimize trucking within the field and have more operational flexibility for managing produced water. As part of the Agreement there are three continuing components that were reviewed; (1) CPW Piceance Project Research Contribution, (2) Marathon Raptor Monitoring, and (3) Land Cover Analysis. CPW Piceance Project Research Contribution Marathon annually (2010-2012; three calendar years) contributed $100,000 (overall total of $300,000) to the CPW. The CPW project is designed to facilitate studies of sage grouse (GrSG) and mule deer habitats within the Piceance Basin. Marathon completed 20120116_WMP Survey.doc C -K Associates, LLC Mr. Michael Warren January 30, 2013 Page 3 of 4 the 2012 contribution on July 6, 2012. This July 6, 2012 payment represents the final installment of the overall $300,000. Raptor Monitoring Marathon is scheduled to conduct annual raptor surveys through 2015. Raptor surveys have been completed for 2010, 2011 and 2012. The 2010 raptor survey indicated 27 nest sites, the 2011 raptor survey indicated 31 nest sites and the 2012 raptor survey indicated 35 nest sites. The 2012 raptor survey found 31 nests that were discovered in previous surveys and four previously undocumented nests. The three annual surveys utilized the same protocols and covered the same geographical area in order to evaluate sustainability of nest counts (occupied and unoccupied nest sites within the Marathon leasehold). Land Cover Analysis In accordance with the Agreement, Marathon is scheduled to obtain satellite imagery for 2010, 2012 and 2014 to evaluate natural and operational changes to the landscape, including detectable vegetation changes. The baseline for the analysis utilized the 2008 satellite imagery that was provided to the CPW. The 2010 and 2012 satellite imagery was acquired in August 2010 and 2012, respectively. A comparative analysis has been developed utilizing the 2008 and 2010 satellite image, which represents a subsequent submittal to the CPW. Marathon has managed well pad development with wildlife timing considerations with a focus towards GrSG, raptors and elk. The interviews also indicated that Marathon included wildlife timing considerations for all 2011 pit closure activities, beyond what is required through the Agreement. Based on the interviews and policy reviews, C -K concluded that Marathon has the appropriate policies in place to communicate and manage their operations in balance with wildlife and SWH concerns. In order to determine the field implementation of these policies, BMPs and SOPs, in 2011, C -K identified five well pads for field review to form an independent opinion regarding Marathon's adherence with the Agreement. In order to maintain consistency over the life of the Agreement, in 2012, C -K visited the same five well pads from the 2011 survey plus an additional four well pads (see Figure 1). Well Pads Visited in 2011 Pad 697-12A Pad 696-5C Pad 596-35D Pad 596-29C Pad 596-32C Well Pads Visited in 2012 Pad 697-12A 20120116_WMP Survey.doc C -K Associates, LLC Mr. Michael warren January 30, 2013 Page 4 of 4 Pad 696-5C Pad 596-35D Pad 596-29C Pad 596-32C Pad 697-1 I X Pad 696-18C Pad 596-31A Pad 596-34D The selected well pads represent geographical locations that are within or in proximity of SWH for GrSG, elk, golden eagle, and peregrine falcon (see Attachment 2). The well pads depicted consistency in design features and represented different stages of surface use and/or reclamation (see Attachment 3: Photo Documentation). According to the National Drought Mitigation Center, Colorado has experienced abnormally dry to extreme drought conditions since May 2012. All well pads had been recently hydromulched and had perimeter earthen berms that were sloped to direct surface flows towards natural landscapes, road way ditches and/or sediment traps. The earthen perimeter berm slopes were appropriate for storm water and erosion controls. Secondary containment for tanks consisted of corrugated metal walls with internal plastic lining. All production equipment had fencing to limit wildlife entry; this was also practiced for multiple wells associated with the well pads. There were no observations of drips and/or leaks within the secondary containment. In general, the well pads were clean of debris and trash, with equipment and materials properly staged for utilization as needed. Numerous elk and mule deer tracks were observed on Pads 697-12A, 596-35D, 596-29C, and 596-32C, as well as all other well pads visited indicating movement within the operational area. WMP Agreement Review Conclusions Based on the interviews and correspondence with Marathon, the review of Marathon policies, and subsequent site visits to various well pads, C -K concluded that Marathon operations within the Piceance Basin are compliant with all WMP requirements. If you have any comments and/or questions regarding the information provided, please do not hesitate to contact me at (225)-755-1000 office or my cell at (225) 252-6526. Very truly yours, C -K Associates, (i09/7 Keith Nichols Senior Environmental Scientist 20120116 WMP Survey.doc C -K Associates, LLC Attachment 1 Marathon ail Company BMPs Updated January 2013 Marathon has established an evaluation process for operations within the Piceance Basin that addresses wildlife concerns. This listing of Items 1-5 represents our specific actions that are considered avoidance and minimization actions by the Colorado Parks and Wildlife (CPW), Marathon has developed these BMPs as part of our Standard Operating Procedures (SOP) to provide operational and wildlife management for the Piceance Basin. No new drilling has occurred since June 2010, and no completion activities have occurred since December 2010. The following list reflects current, active BMP's implemented based on current operations within the Piceance Basin. Marathon will adhere to the original BMP's as outlined in the March 16, 2010 Wildlife Mitigation Plan agreement. 1. Riparian Area Protection for Wildlife • Marathon will locate roads as far from riparian areas and bottoms of drainages as possible and outside of riparian habitat. However, Marathon is limited in areas where landowners dictate utilization of roads. 2. Company Vehicle Guidelines and Traffic Reductions for Wildlife Protection • Marathon has 25 mph limit for all roads (speed limit signs are posted); additionally it is Marathon's policy to prohibit the use of radio/cell phone while driving to enhance driving awareness. Car pooling for major projects is encouraged for all Marathon contractors to reduce traffic; carpooling is evaluated and used where practical for major projects. • Marathon utilizes SCADA/Automation system to better understand and operate wellsite operations. The SCADA/Automation system provides a real-time view of the site with the ability to remotely start-up and shut -down certain operations. The system can be used to eliminate unnecessary trips to the production pad. Marathon currently has twenty-two pads in production and all pads are monitored by the SCADA/Automation system. The SCADA/Automation is a key component to safe, efficient, and environmentally friendly operations. • When actively drilling, Marathon utilizes one Temporary Living camp to house the resources needed to support the drilling operations within the Piceance Basin. The site supports approximately 50 personnel that function on 12 -hour shifts. The shift work schedule is 2 -weeks on and 2 -weeks off. This is a traffic reduction of 25 vehicles per day, 7 -days per week. There is an understanding that the reduction of traffic as a whole reduces the opportunity for wildlife impacts. 3. Infrastructure Layout for Wildlife Protection • Marathon has installed consolidated and centralized fluid collection facilities and water pipelines to manage fluids in the field. Through 2011. Marathon has installed approximately 50 miles of pipelines to manage existing production as well as future developments. The majority of the water pipelines are located adjacent to existing roads and within existing ROWs. The installation of most of the water pipelines was performed in conjunction with the installation of gas gathering lines performed by Enterprise,. During the installation, both Marathon and Enterprise utilized the same contractor to reduce the overall disturbance and traffic by making one ground disturbance; thereby, reducing manpower, pieces of equipment and installation schedule. • From 2008 through 2011, Marathon has utilized the fluid infrastructure to move approximately 2.2 million barrels of water throughout the field. The use of the pipelines and central facilities has saved approximately 22,000 truck bads and over 330,000 trucking miles. As Marathon continues to produce from this field, there will be continued utilization of this infrastructure to manage fluids which will continue to reduce disturbances and traffic. Produced water can be pumped via pipeline to Pad 18A for storage and offsite disposal. Produced water can be pumped via pipeline to Pad 32C for storage and enhanced evaporation. The use of Pads 18A and 32C for managing produced effectively minimize truck traffic within the field. • Based on development to date, future development of the field will utilize the infrastructure that has been installed. Each future well requires approximately 25,000 barrels of water to drill and complete. The water trucks used for transport carry approximately 100 barrels per load. As a result, continuing to utilize the infrastructure will save up to 250 truck loads per well during future development. Total development will require an average of eight welts per pad to achieve 20 acre spacing. This equates to 2,000 truck loads per pad and would increase with more aggressive development. As stated earlier, the traffic reduction will continue as long as the wells are producing and the water pipelines and facilities are utilized to manage fluids. 4. Drilling and Completions Operations for the Protection of Wildlife • Marathon will review annually the scheduled civil construction, drilling and completion activities (Plan of Development [POD]) to avoid portions of SWH, specifically for the GrSG. Additionally, Marathon through the POD will schedule our activities in a effort to avoid andlor minimize operations near and within lek sites, elk production areas and active raptor nests. The POD will be submitted to the CPW by the end of January for each calendar year. This component of the WMP will be a living document. Marathon will utilize C -K Associates, LLC (C -K) as our third party review team jointly with our regulatory compliance group to balance developments and ecological concerns within the Piceance Basin. Marathon's goal during the annual POD scheduling is to avoid at a minimum 66% of the GrSG SWH. • if for some reason an area cannot be avoided, Marathon will attempt to avoid the timing period associated with the wildlife category of concern. - Lek avoidance is from March 1 through May 15 for major activities Elk Production is rotation of production areas on a seasonal basis; - 4 -mile buffer for GrSG March I -June 30 (4 -months) Note: there is an overlap of geographical areas between the elk production areas and the 4 -mile GrSG buffer area (SWH). In Marathon's effort to meet the timing for an elk production area, we also achieve avoidance for a portion of the 4 -mile buffer area. • Marathon has agreed to seasonal rotation development activities for the elk production areas. • As of January 2012, Marathon has closed all drilling reserve pits. • No drilling has occurred since June 2010; no completions have occurred since December 2010.. 5. Additional Minimizations for Wildlife Protection • Marathon is following the rule requirements for noise. Regarding raptor perch deterrents, Marathon will provide deterrents in areas where surrounding habitats do not provide natural perches. • Marathon joint ownership properties can utilize approved seed mixes and restore disturbed sagebrush. In lease areas the land owner dictates the decision on seed mix and restoration of sagebrush. There are discussions with land owners on decisions regarding high priority habitat (lek areas and adjacent lands) where sagebrush can be restored. In other areas the approved land owner seed mix would be applied. • Marathon conducts raptor surveys and utilizes the CPW's approach to evaluate survey data protocols. 6. Additional Awareness for Wildlife Protection • Marathon requires that each individual (company and contractor) go through orientation prior to working on locations and annually thereafter. Wildlife awareness is discussed. • Marathon shares a general site map that includes Marathon locations, roads, personnel contacts, etc. In addition, the map highlights Wildlife Timing Periods and the two lek sites within Marathon's acreage. The map is shared with company employees, contractors, and other operators. • Marathon conducts monthly HES (health, environment and safety) meetings that include company and contract employees. At least one meeting per year focuses on wildlife issues. Attachment 2 Wildlife Considerations Well Pad Well Pad Status Primary Wildlife Considerations 596-29C Existing RSO - GrSG & SWH - EIk Production Area 596-32C - Existing SWH - Sage Grouse 596-35D Existing SWH - Sage Grouse & Golden Eagle Nest 696-5C Existing None 697-12A Existing RSO - P. Falcon & SWH - Sage Grouse 697-11X Existing SWI -1- Sage Grouse, Mule Deer Summer Range & Elk Summer Range 696-18C Existing SWH- Sage Grouse, Mule Deer Summer Range & Elk Winter Range 596-31 A Existing SWH- Sage Grouse, Mule Deer Summer Range, Elk Summer Range & Elk Production Area 596-34D Existing SWH- Sage Grouse, Mule Deer Summer Range, Elk Summer Range & Elk Production Area RSO = Restricted Surface Occupancy - - SWH = Sensitive Wildlife Habitat species Timing Restrictions Fur Consideration SWH - Sage Grouse March 1 - June 30 RSO - Sage Grouse March 1 - May 15 (breeding season) SWH - Elk Production Area May 15 - June 15 SWH -Golden Eagle Nest December 15 - July 15 - no encroachment w/in 0.5 miles RSO - P. Falcon March 15 - July - no encroachment w/in 0.5 miles Attachment 3 Photo Appendix ATTACHMENT 3 Pad SC Photos Pad conditions in 2U i 2 4huving recent hydromulching. Reclaimed areas surrounding the pad continue to exhibit healthy, robust revegetation. Pad conditions in 2011. Recently reclaimed areas surrounding the pad with healthy, robust vegetative cover. 1 C -K Associates, LLC Attachment 3 Photo Appendix Pad 5C Photos Pad conditions in 2012. Pad showing equipment, secondary containment and recent hydromulching. Pad conditions in 2011. 2 C -K Associates, LLC Pad 5C Photos Secondary containment of Pad 5C tank battery in 2012. Containment is in adequate and in good working condition. 3 Attachment 3 Photo Appendix C -K Associates, LLC Attachment 3 Photo Appendix Pad 12A Photos Pad conditions in 20 2 showing hydromulching. Reclaimed areas surrounding the pad continue to exhibit healthy, robust revegetation. Pad conditions in 2011. Reclaimed areas surrounding the pad continue to exhibit healthy, robust revegetation. 4 C -K Associates, LLC Attachment 3 Photo Appendix Pad 12A Photos Pad conditions in 2012. Secondary containment and perimeter fencing surround the pumps. Perimeter berm in good condition along pad edges. No active drilling or pad development in 2012. Pad conditions in 2011. Secondary containment and perimeter fencing surrounding the pumps. Perimeter berm in good condition. No active drilling or pad development in 2011. 5 C -K Associates, LLC Attachment 3 Photo Appendix Pad 12A Photos Pad conditions in 2012. Overview of pad showing equipment and perimeter fencing. Pad conditions in 2011. Overview of pad showing equipment and perimeter fencing. 6 C -K Associates, LLC Attachment 3 Photo Appendix Pad 12A Photos Secondary containment of Pad 12A tank battery in 2012. Containment is in adequate and in good working condition. Pit closure in 2011 showing perimeter berm and fencing. 7 C -K Associates, LLC Attachment 3 Photo Appendix Pad 29C Photos Pad conditions in 2012. Showing secondary containment around tanks and perimeter fencing around equipment. Pad conditions in 201 1. Showing secondary containment around tanks and perimeter fencing around equipment. 8 C -K Associates, LLC Attachment 3 Photo Appendix Pad 29C Photos 2012 pad conditions showing hydromulching. Perimeter berm remains in place and in good working condition. 2012 pad conditions. Perimeter berm remains 9 n place and in good working condition. C -K Associates, LLC Pad 29C Photos Secondary containment of tank battery in 2012. Containment is adequate and in good working condition. Secondary containment of tank battery in 2011. Containment is adequate and in good working condition. 10 Attachment 3 Photo Appendix C -K Associates, LLC Attachment 3 Photo Appendix Pad 32C Photos Pad conditions in 2012 showing perimeter berm, hydromulching and wildlife fencing around the pit. Pad conditions in 2011 showing fencing surrounding equipment. 11 C -K Associates, LLC Attachment 3 Photo Appendix Pad 32C Photos Wildlife exclusion fencing surrounding pit in 201 ?. Wildlife exclusion fencing surrounding pit in 2011. 12 C -K Associates, LLC Attachment 3 Photo Appendix Pad 32C Photos Secondary containment of tank battery in 2012. Containment is adequate and in good working condition. rl " Secondary containment of tank battery in 2011. Containment is adequate and in good working condition. 13 C -K Associates, LLC Attachment 3 Photo Appendix Pad 32C Photos • 41 . 1 +, T: ' Overview of pad in 2012 showing pit and wildlife exclusion fencing, bird netting in place (barely visible) and perimeter fencing surrounding equipment. Mule deer tracks observed in 2012 that suggests operational are affect wildlife movement 14 do not adversely C -K Associates, LLC Attachment 3 Photo Appendix Pad 35D Photos Pad conditions in 2012 showing hydromulching. Tank battery surrounded by secondary containment. Pad conditions in 2011. Tank battery surrounded by secondary containmen 15 C -K Associates, LLC Attachment 3 Photo Appendix Pad 3M) Photos Pad conditions in 2012 showing hydromulching. Sloping, revegetation and secondary containment are all in good condition. Pad conditions in 2011. Sloping, revegetation and secondary containment are all in good condition. 16 C -K Associates, LLC Pad 351) Photos \` Secondary containment of tank battery in 2012. Containmen in good working condition. is adequate and Attachment 3 Photo Appendix Secondary containment of tank battery in 2012. Containment is adequate and in good working condition. 17 C -K Associates, LLC Attachment 3 Photo Appendix Miscellaneous Photos Stormwater velocity reduction BMPs observed in 2012 reduction BMPs in place along roadside. Stormwater velocity reduction BMPs in place along roadside observed in 2012. 18 C -K Associates, LLC Miscellaneous Photos Example of pad reclamation area showing revegetation in 2012 near pad Pad 696-18C. 19 Attachment 3 Photo Appendix C -K Associates, LLC FIGURE 1 tar Aftig Legend 2012 WMP Well Pads NMI Existing Pads f Proposed Pads Sage Grouse Leks (WW) qs Sage Grouse Sign (MN) Sage Grouse Survey Transects (WW) Production Area (Nesting Habitaly - Active Lek r Mile) Nesting Habitat - Active Lek (0.6 Mile) Q Golden Eagle Habitat (025 Mite) n Peregrine Falcon Habitat (0.5 Mile( Marathon/Berry Properties ET� 3 Proposed Mitigation Areas r . Proposed Riparian Mitigation Areas. Producing Lease ED Slates F-11 County Baundanes --- Proposed ----• Access Road ----• Existing Garden Gulch Road Rivers & Streams Entermiltenl Stream - Perennial Stream all MARATHON OIL COMPANY GRAND JUNCTION, COLORADO PIC 6ANCE BASIN WMP REVIEW MAP GARFIELD COUNTY, COLORADO eferen ASSOCIATES. LLC BATON ROUGE. LOUISIANA EGITLTINSIM Rate 01130!13 FIGURE 1 Glenn Hartmann From: Jeff Hofman [jhofman@olssonassociates.com] Sent: Thursday, June 12, 2014 10:06 AM To: Glenn Hartmann Subject; Marathon ERP Glenn, Yesterday you asked for some direction where you could find information on fire in the Marathon ERP. The Marathon Emergency Response Plan addresses fire in Section 2.2.7 and includes the following directions: • Analyze the type offire; call the local Fire Department(s) or 911 as appropriate for your area. If the fire is not beyond incipient stage, attempt to extinguish fire using appropriate equipment and methods, if trained to do so. If the fare is beyond incipient stage, evacuate and secure the area until .fire department arrives. Make sure that fire department(s) has adequate directions to the facility. Inform the fire fighters if sour gas is present. • Shut off all feeder lines into the facility/ installation. • Cut off all electrical power in area offire. Account for personnel who may have been in the area at the time, In the event of injury, call for medical and/or ambulance service. • Remove unauthorized personnel from the area and isolate area. Noti# local law enforcement agency and request assistance, if necessary. • If liquid hydrocarbons or gas are in the storage tanks or gas plant, pump or flow from the affected installation when practical. If fluid being pumped is highly flammable, check temperature and remove hydrocarbons from installation as long as possible. • If condensate or produced water is flowing or spilling on the ground. call a service company to dig earthen pond at safe distance so that product can flow and collect in the pond. Make every reasonable effort to keep flowing product out of streams, draws and drainage ditches. Activate spill containment and cleanup procedures, if applicable. • Make arrangements for continuous water supply. • Maintain a safe working distance from fire at all times. 1 • In the event the fire curtails sales or deliveries, the Asset Team leader, and/or his designee will notes the purchaser. Jeff Hofman, AICP 1 Olsson Associates 760 Horizon ❑rive, Suite 1021 Grand Junction, CO 81506 1 Ihofman@olssonassociates.com TEL 970.263.78001 DIRECT 970.263.6016 I FAX 970.263.7456 OLSSON ASSOCIATES `j Please consider the environment before printing this e-mail. 2 Glenn Hartmann From: Rob Ferguson [opschief[7a gvfpd.org3 Sent: Wednesday, July 09, 2014 12:49 PM To: Glenn Hartmann Subject: Marathon 32C Produced Water Pond. Glenn, Sorry I have been out of the office for a bit on vacation. Looking at the Marathon 32C Produce water pond. I have reviewed the pond previously and it meets our requirements for access. I don't have any problem with them taking over the pond for produced water. I wasn't sure if it was too late for this or not. Let me know if you need an actually letter typed up. Thanks for your time. Rob Ferguson Deputy Fire Chief Grand Valley Fire Protection District 0124 Stone Quarry Road Parachute, CO 81635 Office 970-285-9119 Fax 970-285-9748 opschief@gvfpd.org 1 °VAIL o GRAND VALLEY FIRE PROTECTION DISTRICT 0124 STONE QUARRY RD PARACHUTE, CO 81635 o PHONE: 285-9119, FAX (970) 285-9748 December 18, 2012 Zach Toellner Marathon Oil Company 970-244-5743 Re: Emergency Access — marathon's 596-32C Pond. Mr. Toellner; This letter is to clarify the access to the 596-32C pond area. We do have the necessary equipment needed to access this property and around all pond. The 25 foot wide road is assessable by our brush units and the 10 to 12 feet is ok for a buffer zone. This project is within otir response district and I am very knowledge about the project area. All of our brush units, tenders and one structure type engine are all four wheel drive or all wheel drive. I also have the site plan and proposed changes to the location and I do not have any objections with this project. The 569-32C pond area is protected on the two sides with high vertical dirt areas there is no need for a buffer zone at these points. Our Fire District is complemented with all necessary equipment for this location as well as certified personnel to handle the incident if/when it arises. If you should have any further questions please feel free to contact me at the number in the letterhead. It was nice working with you this morning about this project and took forward to working together on future projects. Since��` Rob Fergti on Deputy Fire Chief Operations GVFPD r WILLIAMS FIRE & HAZARD CONTROL Marathon Fire Protection and Response Plan Appendix ir1/4‘411 Marathon Oil' CIRC x RGlfSRO CONTROL We wish to underscore that the following recommendations are not based on empirical engineering analysis of Marathon's capacity and facilities but draws on William's comprehensive experience (32 years of corporate history) in combating the exact emergencies anticipated for the Marathon facilities. The commentary offered is done in good faith with the welfare of Marathon's fire fighters, the most vulnerable of Marathon's employees, and the prevention of significant losses to Marathon's investors as the core purpose of these recommendations. Introduction: Purpose This Fire Prevention and Response Appendix is designed to provide Marathon Oil field operations the basic outline for preventing and responding to wildfire, tank battery, pressure system, operating equipment and other fire related emergencies that could impact local operations. This guide is intended to be an appendix for the main emergency response plan and is designed as a set of guidelines to assist kcal operations in coordinating a fire fighting response in coordination with local or area fire departments and specialized industrial fire fighting resources. Marathon Oil personnel are trained to respond to fires that are in the incipient stage only and will manage larger fire incident response using the Incident Command System as outlined in the main body of the Area Emergency Response Plan. The main goal of this guide is to protect the public, the responders and the environment. Objectives The primary objective of this Appendix is to establish a standard, basic response process for handling wildfire, tank battery, pressure system, and mobile equipment fire related emergencies. This appendix was created with the assumption that the emergency has already progressed through the incipient phase. This will include identifying responsibilities for the following: 1) Protect the personnel at the site in case of a fire emergency. 2) Define the notification Protocols. 3) Prevent as much environmental and facility damage that can safely and adequately be saved while additional personnel and equipment are being mobilized. 4) Define the information that is required in order to determine the appropriate response levels and strategies. 5) Organize personnel and provide guidelines for their role in the emergency and incident management. 6) Source and pre -plan for personnel and equipment required to handle a fire emergency. 7) Proper training in the control and management of fire emergencies. This Appendix is not intended to replace sound judgment. Modification of the mobilization plan and intervention strategy might be necessary depending on the circumstances of the emergency. Fire emergencies require common sense and professional judgment on the part of the person or persons in charge of operations, and no operation should be undertaken if it involves unreasonable risk to personnel. Information is essential to implement an effective fire control management system. Recommendations are included for the information to be gathered both at the facility and from office records. Incident Command System Structure Marathon Oil Corporation has adopted the National Incident Management System (NIMS) ICS organization as outlined in: • Homeland Security Presidential Directive Five (HSPD-5) • National Response Framework, January 2008 All Federal, State, tribal, and local levels of government, as well as many private sector and non-governmental organizations use ICS for a broad spectrum of emergencies. These range from small to complex incidents, both natural and manmade, and include acts of catastrophic terrorism. The Company has adopted the NIMS ICS to allow the partnership of Unified Command to be developed when required in training, exercises or responses. Note: The document, FEMA 501, National Incident Management System was referenced in the development of this document. This appendix is specifically designed for major events, as defined by the Marathon levels of response standards. The following charts shows examples of Marathon Oil organizational arrangement of responsibility and management in the event of an emergency. The responsibilities indicated on the charts are not necessarily to be filled by one person each. In some events, due to personnel availability, some personnel will have to fill multiple roles. Incident Command Structure Marathon ICS System Operations Branch Rescue Operations Chief 1 Water Supply Chief Foam Operations Chief Suppresion Chief EMS Branch Triage Treatment Transport T Williams Fire and Hazard Control Logistics Branch Staging Area Chief Law Enforcement Branch Evacuation Perimeter Security Traffic Control Finance Operations Branch The Operations Branch comprises Company and/or contract personnel on a 24-hour callout who have the experience to deal with fire control related emergencies. It will also have additional vendor support personnel to assist in the emergency. Primary Objectives of theOperations Branch 1. Have specific members of the staff immediately available in the event of an incident. 2. Help plan and implement the fire control plan. 3. Liaise between facility corporate management and unified command. 4. Liaise between facility management and 3rd party responders. 5. Establish on-site operations, communications, and medical facilities. 6. Operations Branch has command over all company related response assets. Fire Operations Branch The FOB comprises Company, Local Fire ft Responders, and/or contract personnel on a 24-hour callout who have the experience to deal with fire control related emergencies. It will also have additional vendor support personnel to assist in the emergency. Objectives of the Fire Operations Chief 1. Secure the incident site and determine status of all personnel. 2. Make initial assessment of emergency situation. 3. Provide notification to the Company 4. Activate/establish air monitoring. 5. Mobilize locally available equipment and services. 6.Determine equipment and services required for operations and safety. 7. Provide regular updates to the Company. B. Establish and implement the fire emergency control plan. Objectives of the Rescue Operations Chief 1. Secure the incident site and determine status of all personnel. 2. Technical Rescue 3. Patient(s) recovery. 4. Coordinate with EMS branch for treatment. Objectives of the Water Supply Chief 1. Determine water sources adequate for supply. 2. Determine water source access. 3. Activate water shuttling and/or relay pumping as necessary. 4. Coordinate with Foam Operations and Suppression branches to ensure adequate supplies and provided. Objectives of the Foam Operations Chief 1. Coordinate foam placement and foam system setup. 2. Determine foam requirement 3. Setup and operate foam proportioning system 4. Provide foam as required for firefighting operations 5. Access future needs and coordinate replacement foam. Objectives of the Suppression Chief 1. Secure the incident site. 2. Make assessment of emergency situation. 3. Provide notification to the Operations Chief 4. Activate/establish cooling water on exposures. 5. Attempt with lease amount of danger possible, fire containment. 6. If resources and personnel are available and capable, extinguish the fire. EMS Branch The EMSB comprises Local EMT 1st Responders, and/or contract personnel on a 24-hour callout who have the experience to deal with health related emergencies. Responsibilities include triage, treatment, and transportation of patient(s) from the site. Objectives of the EMS Branch 1. Coordinate triage, treatment, and transportation operations. 2. Provide notification to the Company Objectives of the Triage Branch 1. Recover patient(s) from rescue branch and stabilize for treatment. Objectives of the Treatment Branch 1. Determine severity of injury 2. Treat as required to stabilize. 3. Immobilize patient(s) for transport Objectives of the Transport Branch 1. Coordinate transport for patient(s) as required. Logistics Branch The LB comprises Company and/or contract personnel on a 24-hour callout who have the experience to deal with emergency logistics and shipping. The logistics branch will also have additional vendor support personnel to assist in the emergency. Objectives of the Logistics Branch 1. Coordinate with the finance and operations branches to establish needs. 2. Make initial assessment of on hand equipment and storage spaces. 3. Provide notification to the Company 4. Establish staging area. 5. Per operations, prepare site to receive equipment and supplies. 6. Coordinate with other branches to establish priority for site access. 7. Coordinate with other branches to assure safety in the laydown areas. 8. Provide regular updates to the Company. 9. Establish and implement the fire emergency control plan. Objectives of the Staging Area Coordinator 1. Ensure all supplies and equipment are stored in an easily accessible manner 2. Ensure all equipment is staged by need and priority 3. Ensure all equipment and supplies are available for operations on request. Law Enforcement Branch The LEB comprises Local Law Enforcement 1$t Responders, and/or contract personnel on a 24-hour callout who have the experience to deal with emergencies. The law enforcement branch will also have additional vendor support personnel to assist in the emergency. Objectives of the Law Enforcement Branch 1. Establish and secure rally points for evacuees 2. Assist with accountability 3. Coordinate with operations for hot zone and site access control. 4. Coordinate with operations to establish perimeter access guidelines. S. Coordinate with operations on escalation to assist with the establishment of safe and effective traffic control. Objectives of the Evacuation Team 1, Rally all evacuating personnel to a central location for accountability 2. Keep non-essential personnel from re-entering the site. 3. Assist with initial site traffic safety. Objectives of the Perimeter Security Team 1. Prevent any non-essential personnel from entering the site. Objectives of the Traffic Control Team 1. Maintain traffic control to ensure personnel safety when entering and leaving the emergency area. Finance Branch The FB comprises Company and/or contract personnel on a 24-hour callout who have the experience to deal with emergencies. The finance branch will also have additional vendor support personnel to assist in the emergency. 1. Procurement of services and/or supplies as designated by operations. 2. Coordinate with logistics 3. Document all financial costs of the incident. 4.Obtain any and all needed incident records for potential cost recovery efforts. General Activities and Practices Laydown/Staging area Special consideration should be given to account for staging and laydown during the initial phases of lease construction. The design of a road (including the turning radius of corners and access onto the lease) should be considered in the overall design of the access to a lease during the scout or survey phase. Care must be taken to ensure that the spacing of well -servicing equipment allows easy egress for personnel involved in the well -servicing procedures, and adequate access for fire fighting teams. The following criteria should determine the positioning fire fighting equipment: a. Direction of the wind in relation to the HOT ZONE and Facility Equipment should be a minimum distance of 25m from any fuel source b. Fire fighting equipment must be positioned so as to avoid any spillage of well- service fluid on the firefighting equipment, should a rupture occur, and should not be located directly in line of any plugs, valves, or other components of the pressurized system. c. Level and/or grade must be considered when positioning equipment. Due to the large volumes of water necessary, flowing liquids can become a hazard and compromise personnel life safety. Housekeeping Sites must follow all Marathon HES&S guidelines as they pertain to onsite safety and housekeeping. Hot work Sites must follow all Marathon HES&S guidelines and standards as they pertain to hot work. Inspections and Maintenance Sites must follow all Marathon HES&S guidelines and those of specific equipment manufacturers for the inspection and maintenance of all equipment prior to use. Basic Information for Firefighting Operations There are certain pieces of information that are general and apply to all types of hazards that should be established. Once the source is identified as spill/fuel in depth or three- dimensional pressure fed liquid and/or gas fire, you can determine the type of response. Water/Foam Supplies for Spill Fires or Fuels in Depth Foam Type to be used: AFFF- Class B Fires for Hydrocarbons only, they will not be effective on Polar -Solvents (Alcohols) AR-AFFF- Class 6 fires on Polar Solvents (ethanol, alcohol, etc.) AND Hydrocarbons (Gasoline, Diesel, etc.) Determining Foam percentage: On all manufacturer labels for foam products, the label will indicate the percentage at which the foam is to be proportioned. In the event that the label indicates two percentages, the left number is for Hydrocarbons and the Right number is for Polar Solvents. EXAMPLE: This label indicates 1% for Hydrocarbons, and 3% for Polar Solvents EXAMPLE (cont.) These pails indicated that this foam is to be proportioned at the indicated percentage regardless of fuel burning. Spill Fires (Depth Less than one inch) If the event is a spill/pool fire, the foam should be proportioned at the indicated percentages and applied to the surface of the fire using "bounce off" or "rain down" techniques. Depending on the size of the spill the water/foam application may need to be increased from handheld nozzles to master streams on monitors. Fuels in depth of greater than one inch NFPA 11 states that to properly extinguish fuels in depth greater than one -inch firefighting foam should be applied at an application rate of .16 gallons per square foot regardless of tanks size. Williams Fire and Hazard Control have found through experience that the application needs to be increased as tank diameters increases. The larger streams required for larger tanks cause more disruption of the fuel surface and degradation of the foam quality, increasing the application rates counteract this effect. WF&HC APPLICATION RATES Tank Diameter L/min.m2 6.52 Gpm.ft2 0.16 0-150 feet 151-200 feet 7.3 0.18 201-250 feet 8.1 0.2 251-300 feet 9 0.22 300+ feet 10.4 0.26 The first thing you need to account for is the required flow to achieve the required application rate: Tank Flow Rate Calculations Units (Imperial): GPM/SqFt — Ft — SciFt - GPM Units (Metric): LPM/SqM — M — SqM - LPM Application Rate = *see above chart* Tank Radius = Tank Diameter / 2 Tank Area = (Tank Radius ^ 2) * 3.14 Total Flow Rate = Application Rate * Tank Area Example: 20' diameter tank Tank Radius =20,2=10 Tank Area = (101'2)* 3.14 = 314SgFt Total Flow Rate = 0.16 * 314 = 50.24 GPM This means that in order to effectively extinguish a 20 -foot storage tank, you must be able to flow foam and water solution at 50.24 Gallons/Minute. Once you have established the required flow, your can calculate the required foam. NFPA 11 dictates the application length for different fuel types. APPLICATION DURATION per NFPA 11 Product Duration Combustible Liquid (flash point <38°C) 65 Flammable Liquid (flash point >38°C) 65 Crude Oil 65 Alcohols 65 This time is used to calculate total water and foam required for extinguishment. Example: 50.24 Gallons per Minute X 65 minutes = 3,265.6 gallons. Onsite, prior to attempting extinguishment, you should have 3265.6 gallons of water. Foam Requirements: 1% = .01 3% = .03 Multiply Gallons per minute X Foam Percentage X 65 Minutes Example: Using 1% Foam 50.24 Gallons per minute X .01 (For 1% Foam) = .5024 gallons per minute foam .5024 gallons per minute foam X 65 minutes = 32.656 gallons total Onsite, prior to attempting extinguishment, you should have 32.656 gallons of foam. Post Fire Suppression: Once a foam blanket is applied, it is degrading. After extinguishment the foam blanket must be maintained. Due to the lowered risk and simpler application involved with maintaining a foam blanket, Williams Fire utilizes the following calculations to figure the waterjfoam required to maintain a foam blanket, Foam Requirements: 1%=.01 3%=.03 Multiply Gallons per minute X Foam Percentage X 30 Minutes Example: 50.24 Gallons per minute X .01 = .5024 gallons per minute foam .5024 gallons per minute foam X 30 minutes = 15.072 gallons total Total Foam Requirement: Onsite, prior to extinguishment, you should have the total amount of foam required to extinguish the fire, and maintain the foam blanket. This can be calculated using the following: Extinguishment Foam Required + Post Fire Suppression Foam Required = Total Required Example: 32.656 gallons + 15.072 gallons = 47.728 Total Gallons Required Operations should not begin until this quantity is available onsite. Spill Fire As with any spill fire, care should be taken to note level/grade of surface, diking around the area, and possible runoff/failure locations for containment. Determine the type of chemical that has been released, select the correct type of foam (as explained previously) and apply a foam blanket to the surface of the liquid to accomplish extinguishment. Pressurized Liquids/Gases Three-dimensional fires are fires that have height, width, and depth. They will commonly be from a flange or pipe that is pressurized or a burning liquid falling through space. The two types of common three-dimensional fires are pressurized gases, and pressurized liquids. Pressurized liquids commonly cause spill/pool fires, where pressurized gas fires appear as more of a jet/torch type fire. Three-dimensional fires need to be handled in steps: 1. Secure the spill/pool fire with a foam blanket 2. Cool/Protect exposures with copious amounts of water 3. Use master stream nozzles to control the flame 4. If a liquid, extinguish with dry chemical or Hydro-ChemTM 5. If a gas, isolate source and cool while depressurizing. Note: Using dry chemical to extinguish 3 Dimensional fires is very effective, always keep in mind that due to their nature, 3W -degree coverage must me accomplished. To accomplish this, hand lines and light portable equipment may be required. Identifying Hazards While each site will present it's own unique and challenging tasks, the following guidelines represent what Williams Fire views as the most likely scenarios and how to deal with them. Tank Batteries Tank batteries are the most common fuel in depth hazards that will be found on Marathon Industrial sites. Fuels in depth require large volumes of water to be applied at the proper application rate to extinguish (see previous section). Due to the Targe volumes of water, water sources that can provide the required amounts must be available prior to attempting extinguishment. Water sources can consist of: 1) Portable tanks 2) Municipal water shuttling 3) Rivers 4) Lakes 5) Ponds 6) Ditches connected to waterways Water sources can be any body of water that is ACCESABLE, and contains enough VOLUME. Due to the large amounts of water necessary, and the potential distance it may have to be transported at pressure, large diameter fire hose and pumps may be required. Extinguishment (Offensive) Certain information should be collected and recorded prior to an emergency: 1) Tank Diameter 2) Chemical stored 3) Foam Type on Hand/Available 4) Percentage of Foam Required 5) Application Rate required 6) Water/foam solution (Gallons per Minute) Required 7) Monitor/Nozzles available 8) Total Foam Needed 9) Total Water needed 10) Drafting Locations Available 11) Distance from Drafting to site 12) Large diameter hoses available 13) Alternate water sources (Portable Tanks, Shuttling, etc.) All this information can be filled out on the attached worksheet Exhibit 1, and added as needed to individual plans. Exposure Protection (Defensive) Exposure protection is essential to controlling the fire, Control is required to allow limited loss of equipment and limit down time. Always be aware of water runoff and containment. Never apply water only to the exterior of a burning tank; the only water applied should be over the top with foam for extinguishment, Large amounts of water should be applied to the areas of the surrounding structures and equipment that are facing the fire. Water should be applied until the surface appears to stay wet, if the water is flashing immediately to steam, increase cooling water volume until this stops, Drilling Activities The common types of fire that can be expected during drilling operations are spill/pool fires and/or three-dimensional fires. Spill Fire As with any spill fire, care should be taken to note level/grade of surface, diking around the area, and possible runoff/failure locations for containment. Determine the type of chemical that has been released, select the correct type of foam (as explained previously) and apply a foam blanket to the surface of the liquid to accomplish extinguishment. Pressurized Liquids/Gases Three-dimensional fires are fires that have height, width, and depth. They will commonly be from a flange or pipe that is pressurized or a burning liquid failing through space. The two types of common three-dimensional fires are pressurized gases, and pressurized liquids. Pressurized liquids commonly cause spill/pool fires, where pressurized gas fires appear as more of a jet/torch type fire. Three-dimensional fires need to be handled in steps: 1. Secure the spill/pool fire with a foam blanket 2. Cool/Protect exposures with copious arnounts of water 3. Use master stream nozzles to control the flame 4. If a liquid, extinguish with dry chemical or Hydro-ChernTM 5. If a gas, isolate source and cool while depressurizing. Well Sites and Gas Pressure Systems (Flares, Separators, etc.) The common types of fire that can be expected in the event of a wellhead failure are spill/pool fires, pressurized liquids, and pressurized gas fires. Spill Fire As with any spill fire, care should be taken to note level/grade of surface, diking around the area, and possible runoff/failure locations for containment. Determine the type of chemical that has been released, select the correct type of foam (as explained previously) and apply a foam blanket to the surface of the liquid to accomplish extinguishment. Pressurized Liquids 1) Secure the spill/pool fire with a foam blanket 2) Cool/Protect exposures with copious amounts of water 3) Use master stream nozzles to control the flame 4) If a liquid, extinguish with dry chemical or Hydro-ChemTM 5) If a gas, isolate source and cool while depressurizing. Pressurized Gas In the event of a gas leak, master stream nozzles are the most effective method for controlling and dispersing the gas. These types of events will require: 1) Air monitoring to ensure effective dispersal of the gas cloud 2) Copious amounts of water to accomplish effective dispersal Wild Fires The most likely cause of wildfire from an industrial facility is a fire in the storage, process, or gas pressure systems that ignites surrounding foliage that left uncontrolled can lead to a wild fire. Onsite Threat The most effective way to manage wildfire prevention is maintain discipline with the current, in place, housekeeping procedures outlined by Marathon. Common causes for onsite wildfires are: 1) Uncontrolled foliage around processes, storage, and flares 2) Poor discipline with the housekeeping program The most effective tactic for dealing with an onsite grass/foliage fire is: 1) Isolate effected processes 2) Cool effected processes with master stream nozzles 3) Using hand or vehicle portable monitors extinguish the fire If extinguishment is not accomplished quickly, wildfires and brushfires can quickly grow beyond the capabilities of local assets and escalate to large-scale events. Offsite Threat In the event of an offsite threat that is advancing on the facility, shutdown, securing the site, and advising local authorities of the hazard is recommended. Due to the unpredictability of wildfires, attempting to protect the site can quickly become an immediate danger to life and health. H2S Safety: Personnel responding to emergencies at well sites or facilities where H25 is potentially present must wear positive pressure self-contained breathing apparatus (SOBA). Some wells contain a high percentage of H25. H2S is extremely dangerous and has killed oil field workers and other petrochemical employees during accidental releases. The IDLH (Immediate Danger to Life and Health) for H2S is 100 parts per million (ppm). The STEL (Short Term Exposure Limit) for H2S is 20 ppm, while the PEL (Permissible Exposure Limit) is 10 ppm. Marathon corporate HES&S policy may set a different standard. Firefighters, whom may respond to facilities, including well sites where H2S may be present, should receive specialized training in H25 awareness and safety. When operating in and around such facilities, proper monitoring equipment should be available and used. H2S Firefighting: When dealing with pressurized gas fires, sometimes the best course of action is to allow it to burn while protecting exposures. When ignition of a well occurs, either intentional or accidental, other problems can occur. It can lead to additional wellheads being damaged, contributing to further blowouts. An intentional blowout may take place when the well contains high concentrations of H2S. By igniting the blowout, it will reduce the danger of the H2S spreading by wind to the surrounding area. 502 When burning, H2S emits a by-product, SO2, which is also a toxic gas. The downwind side of the fire poses a threat from SO2. Evacuation and constant monitoring for toxic concentrations of downwind areas will be necessary. H2S Firefighting Tactics: Gas/Liquid fires involving "Sour" gasses and liquids should be handled using the same steps as in the well sites section of this appendix. Water vapor mitigation to disperse the vapor cloud, when possible secure the source with a valve. Alternate Water Supplies: Alternate water supplies can be lakes, rivers, streams, or man made storage devices. The two most important requirements for a water supply are quantity and accessibility. The water source has to have an adequate supply for the emergency, and it needs to be accessible with large equipment. Typical municipal firewater pumps and transportable trailer mounted pumps are large in size and heavy in weight. This requires a drafting area that is both accessible with large equipment and can handle the weight of a truck or pump. Firewater pumps are typically rated for 10 ft. of lift. This means that the centerline of the pump unit is designed to be no more than 10 ft. from the surface of the water that you are drafting. This is important to remember whether you are drafting from a pond or using portable frac tanks. With frac tanks, you will improve efficiency if they are staged and used either level or above grade from your firewater pumps. See below for example. Alternate Water Sources (Cont.) The pump manufacturer will provide a curve that indicates how performance is affected when the lift is increased above or decreased below 10 ft. Natural Drafting Points: Natural drafting points consist of lakes, rivers, streams, ditches, etc. They need to be accessible and able to hold a substantial amount of weight. The following are examples of drafting points Williams Fire has used in the past. Utilizing floodwater in a mine. Utilizing Rainwater in a dike. Utilizing confined access in a refinery Drafting large volume from a pond Man Made "Prefabricated" Water Sources: Natural drafting points consist of lakes, rivers, streams, ditches, etc. They need to be accessible and able to hold a substantial amount of weight. The following are examples of drafting points Williams Fire has used in the past. W/LL/AMS FIRE & HAZARD CONTROL RESPONSE • EQUIPMENT • TRAINING Marathon Oil Tank Batt /Containment Dike Pre Fire Plan Worksheet Site Name: Tank Number: Tank Diameter/Dike Size: Chemical Stored: Foam Type: Foam Percent: Application Rate Required: Water/Foam Requirement: Total Foam Required: Total Water Required: Drafting Locations: _ Distance from drafting to site: Large Diameter Hose Available: Alternate Water Sources: NCO Fire Protection Products 24HR EMERGENCY +1-409-727-2347 or +1-281-999.0276 9605 Richard Wycoff Drive I Port Arthur, TX 77640 1 +1-409-745-3232 1 www.williamsfire.com Copyright 012013 Tyco Fire Products LP. I All rights reserved 40InterTech Providing innovative Solutions in a Complex Environment To: Marathon Oil Company - Piceance Operations From: Scott Distel, M.S., Environmental Specialist - InterTech Environmental and Engineering, L.L.C. Date: June 12, 2014 Re: 596-32C Well Pad and Access Road Weed Survey and Herbicide Treatment Message: On May 20, 21, and 22, 2014, a field -wide weed survey was conducted along access roads and well pads for leases held by Marathon Oil Company in the Piceance area. As part of that survey, Marathon's 596-32C well pad and access road leading to the 596- 32C well pad were surveyed on May 20, 2014, for the presence of county- and state - listed noxious weeds. The presence and general locations of observed weeds are noted on the attached maps. During the survey, isolated bull thistle (Cirsium vulgare) was observed immediately north of the sediment trap associated with the outflow from culvert 1, as identified on Marathon's stormwater management map for the 596-32C access road. Along the length of the 596-32C access road maintained by Marathon, isolated houndstongue (Clynoglossum officinale) was observed occurring on both sides of the road. There was also an area along the southern edge of the 596-32C well pad where isolated houndstongue (C. officinale) was observed growing. On May 30, 2014, representatives from Marathon met with their weed control contractor and discussed the findings of the weed survey. A plan was developed whereby the weed contractor would apply approved herbicides to weeds occurring along Marathon's Piceance well pads and access roads. On June 11, 2014, the weed contractor treated the weeds along the 596-32C access road and well pad. A subsequent weed survey will be conducted to ascertain the effectiveness of the June 2014 herbicide treatment,. and to note any new infestations for treatment later in the year. Attachments: Weed Survey Maps 3821 Beech Street, Laramie, WY 82070 • Tel: 855-687-8324 • Fax: 307-745-1582 • InterTechEE.com Regional Offices: Gillette, WY • Denver. Co • Grand Junction. Co Field Offices: Buffalo. WY • Casper. WY • Cody, WY • Bismarck. ND 0 tO CN 1 cm U z0 0. 0 U 0 -Ja) .0 0 c a, v1 v f ro Map Index Overview Approximate Road Length = 830 LF J_ 0 z 0 N z 0 0 5 a m m CV a z 0 U a CO m 1 J 0 0 LL Map Index Overview Total Disturbed Area = 3.57 A 0 0 X z a U a BMP REVISION BMP REVISION BMP REVISION CO CO 0 CO m rsi iip� 1 c 0 0 0 OiFH 2 W : c3 u p oG D N ita 0 m 7 SC Z 0 0a GO C L 01 0 0 'U,2LL GCU cm O_7 rri O fY 0 CPO � Jr 0►;,0:+:ii rX0Vstir r*,r:+:►;w� 4YAr � u:4COMOXrVrVIrr r AX(r.+a):r.'iVVr i r,OXrXXr KA� �;ra+:rXIXON+r: Oise DI FI OIfH OPIH JJ+,f ��ucir�--�� ..ovir sACIe� STATE OF COLOi DO •.., W 114.11; Ith•-- C• .rte la, T.11) '.'1'11 a•r .,I :v la'•n.•.1• ..•rr C.! • •.Ur, l...d[7".•+r t''! ru,= -.I.1C I•;•.k'I^..<t1r ,•r.. ..M,..I �ul. 'e. 1 ,I.... r".•11,•t1:1 4 um 1:1. •••,/ .e. •r 1) :k'r•„k,e C.r.1.r:uk.l4Si:• 11;7! 1 u.. 4-.4-41'4- 1;,"r 4-11 • ,:..::: ,.I 4-r+ •;a,4-. March 21.201.1 1cr �•.r1.: ••; =;r.•.1..,. 11141a .. 1r::11 Il„•:�.•- t.'s, '.i:: 4-14173'!-19;1• Melissa Velasquez Marathon Oil Co 743 Horizon Court Suite 220 Grand Junction, Co 81506 ...rirll.Caiu 1 liutmloil Ili EAli+lir, 1 halite aml 1.11E i fl111l11t•Ill RE: Produced Water Tank GPM General Permit Approval for Application Package #250245 Dear Melissa Velasquez The Colorado Air Pollution Control Division approves registration of the produced water tank batteries listed in the table below for coverage under general permit GP05 Please refer to general permit GP05 for all applicable requirements, limitations, terms and conditions. A copy of the general permit, as well as guidance documents for oil and gas industry produced water tank batteries, may be obtained via the Internet at the following web address: 11111 //wwvo cdpiars slate I.:c• usiaplr)ilyrabCpX)GC C 1111111 Sources approved for General Permit GP05 Coverage AIRS ID ;Battery►Plant Name ":Location Synthetic SIte•Specffic Minor ? EF Submitted? 045 1 e41 ❑;1? 686 32G I1ON11 'SW SFC 32 T5S R96W No No Application Package #250245 Page 1 of 2 The synthetic minor and site-specific emission factor status columns are provided for informational purposes and are based on the best available data provided by the applicant at the time of submittal. Please note; the applicant is responsible to be aware of changes that may affect this status and to take appropriate steps to notify the Division of these changes if the synthetic minor status column is marked "Yes' the operator is expected to comply with all requirements, including those specific to synthetic minor sources, contained in the general permit If you have any questions regarding this letter, please contact me directly al (303) 692-3257. Sincerely, David DaboII, PE Environmental Engineer Stationary Sources Program Air Pollution Control Division Application Package #250245 Page 2 of 2 STATE OF COLORADO COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT AIR POLLUTION CONTROL DIVISION TELEPHONE: (303) 692-3150 GENERAL CONSTRUCTION PERMIT Oil and Gas Industry Produced Water Storage Tank Batteries PERMIT NO: GPO Version 2 Roland C. Hea. P.E. Permitting Section Supervisor FINAL APPROVAL May 15, 2013 Date Issued General Permit Applicability 1.A. Qualified Sources: The owner or operator of any oil and gas industry (exploration and production (E&P), non -E&P, midstream and downstream) operation that can comply with all of the operating conditions described in Section II of this permit and meet all of the requirements in this Section may register for this general permit. This general permit covers the following: I.A.1. Produced water storage tank batteries comprised of a single storage tank or a group of storage tanks used for the storage of produced water. I.A.2. Combustion devices, vapor recovery units, or other Division approved control equipment used to reduce emissions by at least 95%. I.A.3. Equipment as described in condition I.A.1 and I.A.2 located at a true minor source or synthetic minor source for Operating Permit (OP), New Source Review (NSR), and Maximum Achievable Control Technology (MALT) program applicability. I.B. Excluded Sources: The following sources may not register for this general permit: I.B.1. Equipment located ata major source as defined in Regulation No. 3, Part A, Section 1.B.25. I.B.2. Equipment subject to a New Source Performance Standard (NSPS) other than NSPS Subpart 0000 - Standards of Performance for Crude Oil and Natural Gas Production, Transmission and Distribution. 1.B.3. This general permit applies only to the equipment as described in Section I above. Other equipment at the same stationary source must be permitted separately as required by Regulation No. 3, Part B. OIL AND GAS INDUSTRY PRODUCED WATER STORAGE TANK BATTERY GENERAL PERMIT Page 1 of 6 Permit Number GP05 Version 2 Colorado Department of Public Health and Environment Final Approval — May 15, 2013 Air Pollution Control Division Operating Terms and Conditions Emission Limitations Combined actual controlled emissions of criteria air pollutants from all produced water tank batteries that are owned or operated by the same person and co -located at a common well pad shall not exceed the following limitation: (Reference: Regulation No. 3, Part 6, Section II.A.4,) Volatile Organic Compounds: 10.0 tons per year II.A.2. Combined actual controlled emissions of hazardous air pollutant(s) (HAPs) from all equipment at the same stationary source shall not exceed the following limitations: (Reference: Regulation No. 3, Part B, Section II.A.4.) Each Individual HAP: 8.0 tons per year Total of all HAPs: 20.0 tons per year Il.A.3. A control device may be used to comply with these emission limits. II.B. General Operating Conditions II.B.1. This source is subject to the odor requirements of Regulation No. 2. (State only enforceable) 11,6.2, The AIRS number (ex. 123/1234/001) shall be marked on the subject equipment for ease of identification. (Reference: Regulation No. 3, Part B, Section III.E.) (State only enforceable) II.B.3. The permittee must follow the Operating and Maintenance / Recordkeeping plans specified in Sections IV and V. (Reference: Regulation No. 3, Part B, Section 111.1.6.) 11.8.4. This source's produced water throughput shall be limited by the emission limits specified in this permit, and all other activities, operational parameters and numbers of equipment as stated in the registration. (Reference: Regulation No. 3, Part B. Section 111. Alternative Operating Scenario [AOS) 11I.A. Provided that the emission limits set forth in Section II.A are still met, the permittee may invoke an AOS for the following modifications to an existing tank battery registered under the general permit without modifying the general permit registration: Increase in throughput resulting in a facility classification change from true minor to synthetic minor; addition or replacement of a control device, addition of a tank; or relocation of a tank battery within the same quarter -quarter section, township, and range. Ili.B. The permittee shall maintain a log to contemporaneously record the date and description of any modification made under the provisions of this AOS_ (Reference: Regulation No. 3, Part A, Section IV.A.1.) III.G. If exercising the AOS, a revised APEN should be submitted by April 30th of the year following the modification(s). The revised APEN shall be accompanied by the appropriate APEN filing fee and a cover letter detailing all such AOS modifications that occurred within the previous calendar year. OIL AND GAS INDUSTRY PRODUCED WATER STORAGE TANK BATTERY GENERAL PERMIT Page 2 of 6 Permit Number GP05 Version 2 Colorado Department of Public Health and Environment Final Approval — May 15, 2013 Air Pollution Control Division 111.0, The following changes are not considered modifications and are not subject to Condition 111.0 provided that none of the modifications listed in Condition III.A occurred within the same calendar year. These changes should be reflected in any revised APEN required by Condition VI.A.1. Changes in throughput not resulting in a facility classification change; removal of a well serviced by the battery; repiping of an existing well; addition of a new well to the battery; or removal of a separator or tank. IV. Operating and Maintenance Plan IV.A. Flares shall be enclosed, have no visible emissions, and be designed so that an observer can, by means of visual observation from the outside of the enclosed flare, or by other convenient means approved by the Division, determine whether the flare is operating properly. IV.B. If a control device is used to comply with the emission limits of this permit the following conditions must be met: IV.B.1. Leakage of VOCs to the atmosphere must be minimized as follows: IV.B.1.a. Thiel hatch seals shall be inspected for integrity annually and replaced as necessary. Thief hatch covers shall be weighted and properly seated. IV.B.1.b. Pressure relief valves (PRV) shall be inspected for proper operation annually and replaced as necessary. PRVs shall be set to release at a pressure that will ensure flashing, working and breathing losses are routed to the control device under normal operating conditions. IV.B.1.c. Annual inspections of thief hatches and PRV shall be documented with an indication of status. a description of any problems found, and their resolution. IV.B.2. Control devices shall be adequately designed, and operated and maintained according to manufacturer specifications to achieve a control efficiency of at least 95%, and to handle reasonably foreseeable fluctuations in emissions of VOCs. Fluctuations in emissions that occur when the separator dumps into the tank are reasonably foreseeable. IV.B.3. All produced water collection, storage, processing and handling operations, regardless of size, shall be designed, operated and maintained so as to minimize leakage of volatile organic compounds to the atmosphere to the maximum extent practicable. IV.B.4. The permittee shall monitor and document the proper operation of the control device. Time intervals between monitoring shall not exceed 14 days. Indications of improper operation for a flare include, but are not limited to, absence of pilot light, malfunction of electronic ignition, andfor presence of smoke. A check box is suitable for recording proper operation. Improper operation of a control device shall be further documented with a description of the problem and its resolution, the date range the control was inoperable, and the produced water production through the battery during the downtime. During control device downtime, emissions shall be considered to be uncontrolled. IV.B.5. Operating and Maintenance plans for alternative control equipment may be proposed to the Division for approval on a case-by-case basis. V. Recordkeepinq Plan V.A. Records may be kept in either electronic format or hard copy provided that they can be promptly supplied to the Division upon its request. All records shall be retained for a period of three years. OIL AND GAS INDUSTRY PRODUCED WATER STORAGE TANK BATTERY GENERAL PERMIT Page 3 of 6 Permit Number GP05 Version 2 Colorado 'Department of Public Health and Environment Air Pollution Control Division Final Approval — May 15, 2013 V.B. For all tank batteries, the following records shall be maintained on site or at a local field office with site responsibility for Division review: V.B.1. V.B.2. V.B.3. V B.4. The current version of this general construction permit. The most recently submitted APEN and any required site-specific emission factor documentation. The general permit registration approval letter. Records that clearly demonstrate compliance with the emission limits of this permit. This shall include the most currently available produced water production records necessary to calculate emissions in accordance with this Condition V.B.4 and documentation of all periods of control device downtime. V.B.4.a. For sources located at a true minor facility, compliance with the emission limits in Section II.A shall be determined by calculating the annual emissions from each emission unit for the calendar year. V.B.4.b. For sources located at a synthetic minor facility, compliance with the emission limits in Section II.A shall be determined by recording the annual emissions from each emission unit on a rolling (12) month total. By the end of each month a new twelve-month total is calculated based on the previous twelve months° data. During the first year of operation, compliance shah be assumed providing that cumulative emissions from all months of operation do not exceed the emission limits in Section II.A. V. B.5. Records required by Conditions 111.B (AOS), IV.B.1.c (Annual tank inspections) and IV.B.4 (Control device monitoring). VI. General Perrnit Terms and Administration VIA. General Terms V1.A.1. A revised APEN shall be filed: (Reference: Regulation No. 3, Part A, Section II.C.) VI.A.i.a. Annually by April 30th of the year following a significant increase in emissions as follows: VI.A.1.a.(i) For VOC, a change in actual emissions of five (5) tons per year or more, above the level reported on the last APEN; or VI.A.1.a.(ii) For any non -criteria reportable pollutant, if the emissions increase by 50% or five (5) tons per year, whichever is less, above the level reported on the last APEN. Vl.A.1.b. Whenever there is a change in the owner or operator of any facility, process, or activity; or VI.A.1.c. As required by the alternative operating scenario allowed by Section III. VI.A.1.d. No later than 30 days before the existing APEN expires. VI.A.2. Prevention of Significant Deterioration (PSD) requirements shall apply to this source at any such time that this source becomes major solely by virtue of a relaxation in any permit condition. Any relaxation that increases the potential to emit above the applicable PSD threshold and will require a full PSD review of the source as though construction had not yet commenced on the source. The source shall not exceed the PSD threshold until a PSD permit is granted. (Reference. Regulation No. 3, Part 0, Section VI.B.4.) VI.A.3. Sources covered by this General Permit are subject to the Common Provisions Regulation Part 11, Subpart E, Upset Conditions and Breakdowns. The permittee shall notify the Division of any OIL AND GAS INDUSTRY PRODUCED WATER STORAGE TANK BATTERY GENERAL PERMIT Page 4 of 6 Permit Number GP05 Version 2 Colorado Department of Public Health and Environment Final Approval — May 15, 21713 Air Pollution Control Division upset condition which causes a violation of any emission limit or limits stated in this permit as soon as possible, but no later than two (2) hours after the start of the next working day, followed by written notice to the Division explaining the cause of the occurrence and that proper action has been or is being taken to correct the conditions causing said violation and to prevent such excess emission in the future. VI.A.4. This permit is granted subject to ail 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 et seq), to those general and specific terms and conditions included in this document. VI.A.5. Unless specifically stated otherwise, the general and specific conditions contained in this permit have been determined by the Division to be necessary to assure compliance with the provisions of Section 25-7-114.5(7)(a), C.R.S. VI.A.6. 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. VI.A.7. 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 of inspections and administration. VI.A.B. 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), -122.1 (criminal penalties), C.R.S. VI .A.9. Registration under this permit is approved in reliance upon the accuracy and completeness of information supplied by the applicant and is conditioned upon 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 general permit registration. VI.B. Registration Revision / Termination VI.B.1. The division may deny or revoke registration under the general permit under the circumstances specified in Regulation No. 3, Part B, Section III.1.3.c. VI.B.2. A registration under this general permit may be reissued to a new owner by the Division as provided in Regulation No. 3, Part B, Section 1I.B. upon a request for transfer of ownership and the submittal of a revised APEN and the required fees. VI.B.3. Registration under this general permit is voluntary. The permittee may withdraw or cancel a registration under this general permit at any time by notifying the Division in writing. VLC. VI.C.1. General Permit Revision l Termination This general permit remains in effect until revised or terminated by the Division in accordance with the provisions of Regulation No. 3. VI.C.2. After public notice and comment as provided by Regulation No. 3, Part B. Section 111.1.7., the Division may revise this general permit in order to add or delete requirements or limitations to the permit. This public notice shall be conducted in a manner consistent with the provisions of Regulation No. 3, Part B, Section III.C.4. VI.C.3. If a revised general permit is issued by the Division, any existing registration to use the general permit will be automatically converted to a registration to use the revised general permit, provided OIL AND GAS INDUSTRY PRODUCED WATER STORAGE TANK BATTERY GENERAL PERMIT Page 5 of 6 Permit Number GP05 Version 2 Colorado Department of Public Health and Environment Final Approval — May 15, 2013 Air Pollution Control Division that the permittee continues to meet all requirements of the revised general permit. Persons not wishing to continue coverage under the revised general permit shall have the option of applying for an individual permit as required by Regulation No. 3, Part B. Vl_C.4. If the Division terminates this general permit, it will provide written notice to affected registrants prior to the termination of the general permit. The notice will advise registrants that they must apply for an individual permit as required by Regulation No. 3, Part B. VI.D. General Permit Registration Approval Process VI.D.1. Conditional certification of a registration under this general permit is effective from the date the complete registration request is received by the Division. A complete registration request consists of all General Permit application materials required by the Division. The owner or operator may commence construction and operation of the storage tank(s) as represented in the registration upon receipt of the completed registration request by the Division. In the event the storage tank(s) does not qualify for registration under the general permit the owner or operator accepts the liability of commencing these activities. V1.D.2. The Division will determine completeness of the General Permit registration request within thirty (30) days of the date of receipt of the request and provide written notification to the applicant. If the applicant does not receive notification of a completeness determination from the Division within thirty (30) days, the General Permit registration request shall be deemed complete for the purpose of Condition VI.D.1 VI.D.3 The Division has ninety (90) calendar days from the date the Division receives a complete General Permit registration request to provide the applicant with a written approval or denial of the registration VII. Colorado Oil and Gas Conservation Commission Requirements VILA. This permit fulfills the requirement to hold a valid permit reflecting the storage tank and associated control device per the Colorado Oil and Gas Conservation Commission rule 805b(2)(B). VIII. Additional Requirements VIII.A. VII1.l3_ Produced water storage tanks subject to 40 CFR Part 60, Subpart 0000 - Standards of Performance for Crude Oil and Natural Gas Production, Transmission and Distribution shall comply with all applicable requirements of that subpart including, but not limited to, emissions standards, testing, notification, monitoring, records and reporting, The permittee shall maintain documentation clearly outlining applicable requirements of New Source Performance Standard (HSPS) Subpart 0000 for the produced water storage tank battery registered under this general permit. The documentation shall be located on-site or at a local field office with stationary source responsibility. Records may be kept in either electronic or hard copy format provided that they can be promptly supplied to the APCD upon request. Permit History Date Issued Notes September 28, 2009 Final Approval Version 1 May 15, 2013 Final Approval Version 2 OIL AND GAS INDUSTRY PRODUCED WATER STORAGE TANK BATTERY GENERAL PERMIT Page 6 of 6 MARATHON OIL COMPANY WILDLIFE MITIGATION PLAN MAY 2010 Prepared by: C -K Associates, LLC C -K Associates' Project No. 5738E Wildlife Mitigation Plan Marathon Oil Company May 2010 TABLE OF CONTENTS Section Page Executive Summary 1 1.0 INTRODUCTION 4 1.1 Marathon's Colorado Piceance Basin Operations 4 1.2 Marathon: Living Our Values 5 2.0 OPERATIONAL DEVELOPMENT PLAN 6 2.1 Lease Area Overview 6 2.2 Pad and Well Naming Convention 6 2.3 Pad and Well Status 6 2.4 Development Plan 6 2.5 Proposed Schedule 7 2.6 Infrastructure .7 3.0 DRILLING TECHNOLOGY AND PROCEDURES 9 3.1 Pad Construction 9 3.2 Production Facility Installation 13 3.3 Drilling Operations 14 3.3.1 Pad Layout 14 13.2 Man Camp .15 3.3.3 Drilling Rig 15 3.3.4 Drilling Operations 15 3.3.5 Limitations to Directional Drilling Step-out/Vertical Section 16 3.3.6 Completion Operations 16 3.4 Production Operations 18 3.4.1 Current Infrastructure 18 3.4.2 Future Infrastructure 18 3.5 Pad Remediation 18 3.5.1 Initial Stabilization 19 3.5.2 Interim Reclamation 19 3.5.3 Abandonment Final Reclamation 19 4.0 NATURAL RESOURCE EVALUATION 20 4.1 Elk 20 4.2 Mule Deer .........21 4.3 American Peregrine Falcon ...., 21 4.4 Greater Sage Grouse 22 4.5 Bald and Golden Eagle 22 4.6 Raptors 23 5.0 BEST MANAGEMENT PRACTICES AND MITIGATION MEASURES FOR CONSIDERATION 24 5.1 General Wildlife and Environmental Protection Measures 24 5.2 Infrastructure Layout for Wildlife Protection 24 5.3 Drilling and Production Operations for Wildlife Protection 26 5.4 Fluid Pit Wildlife Protection Measures . ..26 5.5 Invasive/Non-Native Vegetation Control 27 5738E C -K Associates, LLC Wildlife Mitigation Plan. Marathon Oil Company May 2010 TABLE OF CONTENTS (cont.) 5.6 Restoration, Reclamation and Abandonment 27 5.7 Mule Deer and Elk Considerations 28 5.8 Greater Sage Grouse Considerations 29 5.9 Raptor Considerations 30 5.10 Bald Eagle Considerations 31 5.11 Golden Eagle Considerations . 31 5.12 Peregrine Falcon Considerations 31 6.0 BEST MANAGEMENT PRACTICES 1 DENTIFIED AS AVOIDANCE AND MINIMIZATION ACTIONS 32 7.0 COMPENSATORY MITIGATION PROJECTS 37 7.1 Land Cover Analysis 37 7.2 Diurnal Raptor Surveys 37 5738E C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 LIST OF TABLES Table 2-1 Pad Status 2-2 POD Schedule 2010 2-3 Wildlife Timing Periods 3-1 Timing for Piceance Operations 4-1 Primary Wildlife Considerations 6-1 Seed Mix for Higher Elevation — Sagebrush Areas 6-2 Interim Seed Mix (Higher and Middle Elevation Areas) 6-3 Seed Mix for Middle Elevations — Steeper Slopes 6-4 Seed Mix for Lower Elevations LIST OF FIGURES Figure 1 Leasehold with Facility Locations 2 Facilities with Surface Owners 3 Facilities with Elk Activity 4 Facilities with Mule Deer Activity 5 Facilities with EaglefRaptor Activity 6 Facilities with Sage Grouse Areas, Golden Eagle and Peregrine Falcon Nest Sites 7 Facilities with Bear Run Lek and Garden Gulch Lek 3-1 596-20C Drill Pad 3-2 596-32C Drill Pad LIST OF APPENDICES Appendix A Wildlife Mitigation Plan Agreement B Proximity Wildlife Database 5738E iii C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 Executive Summary Marathon Oil Company Wildlife Mitigation Ilan Marathon Oil Company (Marathon) is submitting this Wildlife Mitigation Plan (WMP) to the Colorado Division of Wildlife (CDOW) to facilitate early and collaborative planning for operations within the Piceance Basin. In addition, as part of the WMP, Marathon is seeking to expedite the Application for Permit to Drill (APD) process as stated in the WMP agreement (Appendix A). The WMP agreement represents the compensatory mitigation agreement between Marathon and the CDOW. This WMP provides the wildlife information basis for the agreement and the guidance for Marathon's operations within the Piceance Basin. Throughout the development of the WMP, Marathon has been in consultation with the CDOW to address wildlife concerns. The primary finding is associated with the Greater Sage Grouse (GrSG) within the Sensitive Wildlife Habitat (SWH). Additionally, Marathon is structuring avoidance and minimization efforts with our best management practices (BMPs) to address other wildlife components; which include; • Elk; • Mule Deer; • American Peregrine Falcon; • Bald and Golden Eagle; and • Raptors. The WMP is designed to function as a "living" document that will be revised based on operational and schedule changes. Great efforts have been taken to address all information requirements of the Colorado Oil and Gas Conservation Commission (COGCC) Final Amended Rules (FAR) jointly with the CDOW. A brief summary of each WMP section is provided below: Section LO Introduction This section provides a short discussion of the development goals for the Piceance Basin and Marathon's values toward stewardship. In addition, the regulatory purpose for the WMP is defined. Section 2.0 Plan of Development This section provides an overview of Marathon's plan of development (POD) for the Piceance Basin. Included is information concerning lease and surface owners within the Piceance Basin. Additionally the section references Figures 1 and 2, and section tables that depict: • Surface owners; • Existing and proposed pad locations with pad identification; • Infrastructure; and • Development schedule. 5738E 1 C -K Associates, LLC Wildlife Mitigation Plait Marathon Oil Company May 2010 The WMP provides Marathon's overall development for Piceance Basin, which currently consists of 56 pads: 23 existing and 33 proposed pads. Based on Marathon's wildlife proximity database and consultation with the CDOW; 36 pads are within the SWH designation boundary. Section 3.0 Drilling Technology and Procedures This section presents Marathon's general approach, timeline and responsibilities to construct and develop a pad, including final reclamation. Typically, it takes 42-43 weeks to construct, drill and complete operations for an eight well pad. Each pad has a disturbance ranging from 4-5 acres. Marathon also has a limited lateral reach for vertical section development of 2,530 feet. This is a factor for pad location to ensure acreage retention. Marathon conducts a review of each pad location prior to development. This consists of drilling limitations, surface impacts, Surface Use Agreements (SUA) and APD. To illustrate this process Marathon uses Pads 596-20C and 596-32C as examples to depict pad size, disturbance and layout. Section 4.0 Natural Resource Evaluation Marathon utilized the CDOW Natural Diversity Information Source (NDIS) data sets in conjunction with consultation with the CDOW to identify wildlife species of concern. As part of an overall evaluation, Marathon developed a proximity wildlife database that correlated the NDIS data sets to existing and proposed pads conducted in early 2009. The wildlife database table and selected individual wildlife category maps are included in Appendix B. The purpose of this exercise was to determine the proximity of wildlife to Marathon pad locations. As a result, several wildlife species were identified for evaluation (see Figures 3-7): • Elk; • Mule Deer; • American Peregrine Falcon; • GrSG; • Bald and Golden Eagle; and • Raptors. GrSG and Elk are identified as wildlife species of concern with the CDOW based on Marathon's POD. There are two pads planned for development within the 0.6 mile RSO of the Bear Run lek. Marathon also has developments within two Elk production areas. However, Marathon is scheduling development in one production area in one given year with the attempt to avoid the critical time period for Elk. This will allow movement of the Elk from one production area to the next, limiting overall disturbance. Section 5.0 Best Management Practices and Mitigation Measures for Consideration This section contains a listing of BMPs that will be considered for each pad. The majority of these BMPs come from the CDOW "Actions to Minimize Adverse Impacts to Wildlife Resources". 5738E 2 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 Section 6.0 Best Management Practices Identified as Avoidance and Minimization Actions This section contains a listing of agreed upon avoidance and minimization measures for Marathon's operations within the Piceance Basin, which is part of the WMP agreement (Appendix A). Section 7.0 Compensatory Mitigation Projects This section provides a brief discussion on two compensatory mitigation projects that are part of the WMP Agreement; • Land cover analysis, and • Diurnal raptor surveys. 5738E 3 C -K Associates, LLC Wildlife Mitigation Plan Marathon oil Company May 2010 1.0 INTRODUCTION This document represents Marathon Oil Company's (Marathon) Wildlife Mitigation Plan (WMP) for operations within the Piceance Basin, Colorado. Throughout the development of the WMP, Marathon has been in consultation with the Colorado Division of Wildlife (CDOW) and the Colorado Oil and Gas Conservation Commission (COGCC) to address wildlife concerns through acceptable best management practices (BMPs), which consist of selected avoidance and mitigation measures. This WMP provides the wildlife information basis for the WMP agreement (Appendix A) between Marathon and the CDOW that was signed on March 16, 2010. It also establishes Marathon's guidance for operations and stewardship of wildlife resources within the Piceance Basin. The WMP agreement details the compensatory mitigation between the CDOW and Marathon based on operational footprint within the Piceance Basin and the perceived injury to wildlife. The agreement also establishes accountability between the CDOW and Marathon through annual meetings and third party audits. As a result, the WMP and the WMP agreement are adaptable to future modifications through agreement for operational schedules, enhanced BMPs, new restoration projects, wildlife data and other unforeseen variables. In addition, the WMP agreement provides the mechanism to expedite the Application for Permit to Drill (APD) process, by waiving future consultation with the CDOW for individual permits. The reference to the WMP is outlined in Section 1202 of the COGCC Final Amended Rules (FAR). As stated in the WMP agreement between the CDOW and Marathon, "The principles in this agreement are based on final acceptance of the WMP by all parties. This agreement waives CDOW consultation for Form 2A permits within this WMP proposed by MOC and CDOW agrees to process permits in an expedient manner (e.g., 72 -hour turnaround time). Conditions of Approval attached to this agreement shall be applied to all Form 2As associated with this WMP which are submitted by MOC to the Colorado Oil and Gas Conservation Commission." 1.1 Marathon's Colorado Piceance Basin Operations Marathon is an integrated international energy company, the 4th largest U.S. based integrated oil and gas company, engaged in; exploration and production, oil sands mining, integrated gas, refining, marketing, and transportation. Marathon's production operations supply liquid hydrocarbons and natural gas to the growing world energy market. Operating across the globe, Marathon is among the world's leading integrated energy companies. In July 2006, Marathon completed a leasehold acquisition in the Piceance Basin of Colorado totaling approximately 9,000 net acres. The acreage is located in Garfield County in the Greater Grand Valley Field Complex and flanked by, and on -trend with, adjacent production. Marathon is applying extensive experience in 5738E 4 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 drilling and completion techniques to help realize the full potential of this important resource basin. Marathon's Piceance drilling and production operations started in 2007. The primary reservoir is the Williams Fork Formation of the Mesaverde Group, which is characterized as a massive 3,000 foot thick sequence of stacked over -pressured channel sands in a continuous gas accumulation. The target reservoir is encountered at measured depths of 6,500 to 8,500 feet. 1.2 Marathon: Living Our Values Marathon provides products to meet growing energy needs and is proud to be a part of this vital industry, We value our employees, investors, customers, business partners and neighbors. We recognize the need to conduct our business with integrity, in an environmentally responsible manner, and with high regard for the safety and health of our workforce and of the communities where we operate. Marathon is a company that strives to bring value and values together. We create value for our shareholders and provide quality products and services for our customers. In doing so, we act responsibly toward those who work for us, the communities in which we operate, and our business partners. The core values that guide Marathon's approach to business are: • Health and Safety: We conduct our business with high regard for the health and safety of our employees, contractors, and neighboring communities. • Environmental Stewardship: We are committed to minimizing environmental impacts by reducing wastes, emissions, and other releases. • Honesty and Integrity: We uphold high standards of business ethics and integrity, enforce strict principles of corporate governance, and support transparency in all of our operations. • Corporate Citizenship: We live by our principles of corporate social responsibility and make a difference through our philanthropic, social development, and volunteer programs. 5738E C -K Associates, LLC Wildlife Mitigation Plan Marathon ail Company May 2010 2.0 OPERATIONAL DEVELOPMENT PLAN 2.1 Lease Area Overview Marathon's Piceance Basin operations consist of approximately 9,000 acres acquired from Petroleum Development Corporation (PDC) in 2006 and acreage leased in a federal lease sale in early 2007. The acreage is located almost exclusively on a mesa with some acreage extending onto the steep slope off the Mesa. The acreage leasehold is shown on Figure 1. This figure also shows existing and proposed roads, waterlines, and well pads. Surface ownership is almost exclusively private. Bureau of Land Management (BLM) ownership is restricted to the southern portion of Marathon's leasehold in sections 14 and 21 of T7S R97W. The largest surface owner is Chevron U.S.A., Inc. (Chevron) as shown in Figure 2. Other surface owners include Puckett Land Company, Oxy USA Inc., Savage / Prather / Koehler, Berry Petroleum Company / Marathon, Charles and Thomas Latham, and Petroleum Development Corporation 1 Berry Petroleum Company. 2.2 Pad and Well Naming Convention Pad names typically contain all information required to locate the pad to the nearest quarter section. The first part of the name 697 refers to T6S and R97W. The next part of the name, 13, refers to the section. The letter, typically A — D, refers to the quarter section starting with A as the NE quarter section, B as the NW, C as the SW, and D as the SE. The pads labeled with X are 2 well pads drilled early to gather reservoir information and retain acreage. Well numbers are based on a grid system of 2 columns and 8 rows per standard quarter section. In a normally sized quarter section there will be up to 16 wells with numbers ranging from 11 to 18 and 21 to 28. 2.3 Pad and Well Status As of March 2010, Marathon operates eight producing pads with 42 active gas wells and 12 other pads with drilling completed or in progress. These 18 pads are depicted on Figure 1. A summary of pads built to date are shown in Table 2-1 of this section. 2.4 Development Plan The first phase of development typically consists of a 20 -acre drilling density (i.e., 8 wells per standard quarter section). Many pads listed in Table 2-1 have more than 8 wells due to the acreage retention wells that can be accessed from the pad. Over much of Marathon's leasehold, at least one well must be drilled per quarter section by November 2010 in order to retain acreage. This is the focus of the current plan of development (POD). 5738E 6 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 The current challenging economic environment has forced Marathon to reduce operating drilling rigs from four to one. As a result of this change in rig count, development plans are being adjusted. It is probable that many of the pads listed in Table 2-1 will initially be drilled with fewer wells than shown in the table to maximize acreage retention. A drilling rig will return at a future date to finish the 20 -acre development on that pad. It is possible Marathon will down space to 10 -acre density at some point depending on a variety of economic considerations. The intent is to use existing pads to the extent possible in the 10 -acre development to minimize surface disturbance. 23 Proposed Schedule Table 2-2 lists the POD up through completion of acreage retention for 2010. Future PODs and/or amended PODs once developed will be submitted annually to the CDOW potentially through the annual audit process of the WMP agreement. Currently, there are no activities scheduled for 2011 within the SWH and wildlife species of concern timing periods. This represents considerations towards a phased development approach as part of the WMP agreement. Also shown on the table is wildlife timing considerations for Greater Sage Grouse (GrSG) and Elk Production Areas. See Section 4.0, Natural Resource Evaluation, for additional information. The goal is to have no development activities planned in the GrSG lek areas between March 1 and May 15 and to avoid the Elk production areas between May 15 and June 15. To the extent that is not possible to completely avoid both Elk production areas, Marathon will ensure only one of the two Elk production areas have development operations during the specified time period. Marathon is committed to coordinate our POD with wildlife concerns to ensure wildlife timing issues are incorporated into every POD change and updates from year to year. Table 2-3 provides an overall listing of wildlife timing considerations as a guidance tool. 2.6 Infrastructure The main roads to the mesa, which run north through Marathon's leasehold, are the Garden Gulch Road and Extension Road. These roads are not operated by Marathon; however, Marathon has the right to use them. Access roads to individual pads will be built from these main roads and operated by Marathon. These typically follow the water lines depicted on Figure 1. 5738E C -K Associates, LLC Wildlife Mitigation Plan Marathon 011 Company May 2010 Table 2-1 Pad Status Pad Name Planned Wells Drilled Wells Producing Wells Pad Status 697-11X 2 2 2 2 Major operations complete Major operations complete 697-1X 2 2 697-13C 8 7 7 Major operations complete 696-18C 8 8 8 7 4 1 completion pending 4 completions pending 696-18A 8 697-12A 8 8 7 Completions pending 697-23X 2 2 0 Completions pending Completions pending Completions pending 596-31A 16 16 0 596-33C 9 9 0 697 -IC 10 10 10 0 Major operations complete Completions pending Com.letions s-ndin. 596-31C 8 8 596-19C 9 2 0 596-20C 9 2 0 Completions pending 596-32C 9 2 0 Completions pending 596-34D 10 2 3 0 3 Completions pending Major operations complete 596-35D 10 697-2C 8 0 0 Pad built 697-28C 3 3 0 Completions pending 697-23A 8 _ 0 0 Pad built. 697-26A 8 0 0 Waiting to build pad 596-29C 10 10 0 Completions pending 697-21A 10 4 0 Completions pending 696-5C 10 5 0 Completions pending 5738E C -K Associates, LLC e Habitat for GrSG "SWHG" Sensitive Wild! 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Zo O Z Z co C' u_ • c . • • • i 2 Q a) co Ci X tefrom March 15 toJuly 31. Wildlife Mitigation Plan Marathon Oil Company May 2010 3.0 DRILLING TECHNOLOGY AND PROCEDURES This section discusses the procedures for pad construction, drilling activities, completion activities, production activities and reclamation activities associated with Marathon's Piceance Basin operations. Table 3-1 below presents a general timeline for Marathon's operations in the Piceance Basin from pad construction to well production. Pad Construction. Drilling. and Com leilen Operas ons on a Egli Well Pad In Pkeance Week 1.0 Week-14Week 15 Week 16-30 Week 31 I Week 32 Week 3333 Week 3637 Week 38-39 Week 40-41 Week 4243 Pad Construction - Ciuil, Reserve Pe, and Cenduclor Install Facility Install RiLMol) Drilling Operaliens Rip Darnel) Case Hole Longing Log Interpretation - Office Transfer Frac Tanks & Haul Water _ Frac 4 Wells Drill Out 4 Wells & Flow to Production Frac 4 Wells Drill Out 4 Wella & Flow to Production Table 3-1: Timing for Piceance Operations 3.1 Pad Construction The topography of the surface area overlaying Marathon's Piceance Basin resources necessitates significant civil construction activity to develop the locations to support multi -well drill pads. The footprint of the drill pad is dictated by the area required to complete the drilling and completion operations. Additionally, a significant portion of the pad must be in cut to fulfil the stability requirements of the operation. A typical pad build, as shown below in Figure 3-1, has dimensions of 437' x 345'. This area must be constructed to grade. As such, the maximum disturbance area associated with the pad construction is directly dependent on the topography. In the example below, using pad 596-20C, the area required to be at a consistent grade is approximately 3.5 acres. The associated cut/fill slopes increase the total disturbance to approximately 4.5 acres. 5738E 9 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 Figure 3-1: 596-20C Drill Pad The topography within the area of development (typically 1 pad per quarter section) also dictates the optimal location for pad placement. A large flat area in the center of each quarter section is the ideal location, but this topographic feature has not been observed within the Piceance Basin for the mesa developments. Each pad is designed to balance the cut/fill need to minimize excess spoil and import of material. For the pads constructed to date by Marathon, the cut/fill balances range from 30,000 — 70,000 cubic yards with total disturbances ranging from 4 — 5 acres. For multi -well pads, the lateral reach defines the areal limits in which the pads can be positioned. Within these limits, the survey consultants identify preliminary locations for future drill pads. Once the preliminary site is confirmed to meet the subsurface development requirements (lateral reach limitations), plats, as shown in Figure 3-1, are developed for onsite review. A series of reviews are conducted. The first is an internal review from a drilling, construction, and production perspective. Once complete, the plats are issued for external review. As part of the Surface Use Agreement (SUA) approval process, 5738E 10 C -K Associates, LLC Wildlife Mitigation Pian Marathon Oil Company May 2010 field reviews are conducted to verify location and impact of the pad, access roads, and lateral easements. These reviews typically include surface owner representatives, Marathon representatives, and survey support. After the SUA is submitted and approved, and State approvals are in place, the pad site is released for construction. Prior to initiating any dirt -moving work, a pre -construction onsite survey is conducted to ensure that all parties are in final agreement of plans. Typical representatives involved in these onsite visits are surface owner representatives, Marathon representatives, survey support, construction contractor representatives, and storm water consultants. The current process and sequence for constructing the pads in preparation for drilling activity is as follows: * Staking o Surveyors stake/flag the pad to identify maximum area of disturbance and planned pad corners. The disturbance area is adequately identified to ensure all construction activities remain within the approved area. • Geotechnical Data if Environmental Assessment o Prior to disturbing the area, coring is completed for a geotechnical evaluation of the pad site (Temporary Housing Permit requirement. o An environmental assessment of the area is completed, included sampling of proximal springs and water sources. • Grubbing and Top Soil Stripping o Typical preparation work consists of clearing vegetation and using available material to build a brush storm water barrier at the base to the fill slopes. This brush barrier provides a clear identifier for edge of disturbance and creates a natural filter for an effective storm water BMP. The material is planned to be pulled back during reclamation to aid in stabilization. o Existing topsoil is stripped and stock -piled for future use in reclamation plans. • Pad build — rough grade o Cut slopes are pushed out or `ripped' with large bull dozers (2-3). Material is pushed to fill side to build up pad. Depending on topography, the fill side may be benched or prepared to ensure stability. The fill material is broken up into workable sized material vial heavy equipment and installed in lifts and compacted. The current construction process targets 1' compacted lifts utilizing water to improve compaction. Vibrating drum compactors (sheepsfoot) are used to compact the fill material. Depending on material size, the lift size can vary. Geotechnical consultants will be on site observing construction practices to ensure compaction and stability meets design expectations. The cut portion of the pad is brought down to grade while the fill portion is raised to grade via the compaction lifts. Survey support is available to verify pad dimensions/grade throughout 5738E lI C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 build. Average time to rough grade is 2-3 weeks depending on cut/fill balance, rock type, and weather. • Reserve pit o Once pad is to grade, the reserve pit is pushed out with a bulldozer(s) with support from an excavator. Depending on rock -type, blasting may be required to facilitate. As shown on Figure 3-1, the reserve pits constructed are typically 300' x 85' at the outer perimeter. The depth is approximately 15' with a wall slope of 2:1. o The side slopes are bedded with 12" of crushed material (typically 1.5" minus) and compacted. The reserve pit is lined with an 8 oz. textile for liner protection, and double lined with reinforced Poly Ethylene (RPE). The bottom liner is 24 mil with the upper being 36 mil. o Time to construct and line the reserve pit is approximately 2 weeks. • Conductor install o A conductor company (ratholer) is called out to location once the rough grade is complete and the well locations are re -marked. The conductors are drilled to a depth of approximately 120' and 16" conductors are cemented in place. Each conductor takes approximately 2-5 days to drill and cement. • Rig camp template o For the multi -well pads, Marathon installs temporary housing on the drill pad to house all workers. This allows the operation to maintain 24 -hr operations on a 2 week rotation. This increases efficiency by maintaining consistent crews and significantly reduces travel to/from the rig site. The temporary housing standard is governed by County Permits. The sewer, water, and foundation systems are constructed to the required code. This construction requires a mechanical crew of 6- 8, including a welder and equipment operators to facilitate the install. The complete installation of the template requires approximately 2 weeks. • Final Grade o Final grade of the pad is the last step in the process to ensure the working surface is sufficient for the drilling operations. Percent grade and drainage is dictated by the drilling operation needs. Crushed material is compacted to meet the design and required grade for the drilling operations. This material is also used to construct a berm around the perimeter of the location for additional storm water controls and run on/off protection. The above sequence outlines the activities necessary to prepare a site for a multi - well drilling operation. The total timeline of this activity requires approximately 8 weeks in good weather conditions. In the Piceance Basin, the ideal construction season typically spans from May through October. 5738E 12 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 3.2 Production Facility Installation The production facilities installed on each pad consist of wellheads, separation systems, production tanks; flow -lines sales transfer point, and communications/control equipment. • Wellheads o Each well has a `wellhead'. This provides a control point at the surface for isolation and connection to the flow -lines and production facilities. A series of valves (master valve, wing valves, casing valve, etc.) are in place to ensure effective well control. • Separators o Each well in Marathon's Piceance Basin operation has a dedicated separator. The separators are 3 phase, meaning that gas, free condensate, and water are separated. The gas flows from the top through a meter and to the sales point; the condensate and water `dump' to their respective tanks. For the multi -well pads, the separators are housed in combo units (singles, doubles, triples, and quads). The typical install is quad units as the pads are typically designed for multiples of 8. This may vary from depending on subsurface development needs. • Tanks o The typical pad has three 400 -bbl tanks. Two are water, and one is condensate. The volumes contained in the tanks are hauled off as needed. Condensate volumes are transported by the buyer, where as water volumes are transported via contract services to disposal or re- use. a The tanks are in a lined metal dike for assurance of effective secondary containment. • Flow lines o Each well is connected to an underground flow -Line that connects to its respective separator. From the separators, common lines connect to the tanks for fluid transfer. Gas lines connect the separators to the gatherer's sales point. • Sales transfer point o The gathering system is connected to the producing pad via a custody transfer meter. For the Marathon operations, the gathering system is owned and operated by a third party. • Communication/Control Equipment o On each pad there is a Supervisory Control and Data Acquisition (SCADA) interface. This houses the HMI for the controls onsite as well as the communication system. There are multiple pressure, temperature, level transmitters and controls on each well and its associated facilities. These devices link into the telemetry at the well pad and are communicated to the SCADA system for monitoring and controls. There are redundant controls on the tanks that will shut in 57313E 13 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 the wells prior to a tank overfilling. There are high pressure shut- down controls on the facilities to further protect the infrastructure. Installing the production facilities is facilitated by a mechanical crew that includes welders, equipment operators, and labourers. Flow lines are buried at a depth of 5' to mitigate freezing and heat trace is run to provide the ability to circulate hot glycol, if necessary. The production facilities (separators and tanks) are set on a level grade and connected to the flow -line. All equipment and material is pressure rated as per the design requirements. Once installation is complete, pressure testing is conducted to ensure that no leaks exit in any of the connections. Total time to install varies depending on well count, but is typically a 6 week activity. 3.3 Drilling Operations 3.3.1 Pad Layout Once the pad is constructed, with or without the production facilities installed, it is ready to accept a drilling rig and associated equipment. On a typical pad for drilling operations, there will be a man camp to house contractors, the drilling rig, a series of frac tanks for water storage, containers for drilling fluid chemical storage, cementing silos for bulk cement storage, and air drilling equipment consisting of air compressors and air boosters. 1'5• 515. r., AIL J MIl r.. LIZAt1t d V IMI. t MIY'. RAMS MflOW l4 ie r(r, s ml AttItiA1 IN 4 , ir.S, IBYM. C111.55510. Figure 3-2: 596-32C Drill Pad 5738E 14 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 3.3.2 Man Camp Due to the remoteness of Marathon's Piceance Basin operations and to improve the quality of life for the contractors working on the drilling rig, Marathon is utilizing man camps on the drilling locations. These man camps are permitted under Special Use Permits with the county. The man camp consists of a series trailers that are certified by the State of Colorado. This typically consisted of a galley, multiple crew quarter trailers, and office trailers. To support the man camp, there are potable water tanks, a sewer tank and treatment facility, and a fire pump house. 3.3.3 Drilling Rig In the Piceance Basin, Marathon has contracted an H&P Flex 4S drilling rig, H&P 324. This is a new generation high efficiency, fit -for -purpose drilling rig that is designed for multi -well pad locations. The H&P Flex 4S drilling rig is capable of drilling up to 22 wells from a single pad in two rows of 11. It is built on a skid rail system to enable self movement from well to well. The rig consists of a series of mud tanks, two mud pumps, a steam boiler, three generators, and a VFD house. 3.3.4 Drilling Operations The drilling operations begin with mobilization of the drilling rig, man camp, and associated equipment to the pad location. Mobilize requires a number of haul trucks. Once all of the parts of the rig are on location, cranes are utilized to construct the rig from the pieces. Typically, rig mobilization takes one week to move between. Marathon's pad locations in the Piceance Basin. For most of Marathon's pad locations in the Piceance Basin, the well count ranges from seven to ten wells per pad. To increase drilling efficiency, Marathon batch drills the sections of the wells. This entails drilling and casing all of the surface hole sections on the pad prior to drilling and casing all of the production hole sections on the pad. Marathon's wells in the Piceance Basin are based on a two casing string design. 14-3/4" surface hole is drilled to 2400 ft and 9-5/8" surface casing with a parasite string is run and cemented in place. Then 8-314" and 7-7/8" hole is drilled to 10,000 ft (total depth) and 4-1/2" production casing is run and cemented in place. Marathon utilizes a closed-loop fluid handling system on all drilling locations in the Piceance Basin. This system employs a suite of solids control equipment. Linear motion shakers, dryer shakers, and centrifuges coupled with a series of above ground storage tanks function as a closed loop system. This provides 5738E 15 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 capability to maintain a location where a reserve pit is utilized only as a cuttings pit. Directional drilling is required for all wells on the pad as the surface locations are typically only 7 -1./2 -ft apart from each other. Wells are nudged out directly below the conductor casing. Once clear of offset wells, the wells are directionally drilled as S-shaped wells intercepting the pay formation back at vertical. Marathon currently open hole logs one well per pad. Once all of the wells on the pad are drilled, the rig, associated equipment, and man camp are deconstructed and mobilized to the next pad to be drilled. Typically, 10 days are required to drill and case each well on a pad. 3.3.5 Limitations to Directional Drilling Step -out / Vertical Section With increased step out, or vertical section, torque and drag issues become the limiting factor in drilling S-shaped directional wells in the Piceance Basin. To date, Marathon's longest step out was 2,530 ft on well 696-18A-21. On this well, the torque limit on the top drive ran at its maximum limit, and the well was close to not being able to be drilled to total depth. It should also be noted that this well was drilled with a new generation. fit -for -purpose drilling rig, an H&P Flex 4S. Based on the results of this well, Marathon has set the current maximum, feasible vertical section at 0.5 miles or 2,640 ft. 3.3.6 Completion Operations Completion operations are performed in three phases: cased hole logging, fracture stimulation, and drill out & flow back. Cased Hole Logging Activities Once the drilling rig has drilled all the wells on the pad and demobilized, a cased hole logging truck or trucks are mobilized to the pad. The cased hole logging consists of running a series of logs to verify the reservoir properties of the rock and to confirm the cement bond. Marathon is currently running three logs on each well: a cement bond log (CBL), a pulsed neutron log (PNL), and a sonic log. Cased hole logging activities typically take one day per well on the pad. Based on the results of cased hole logs, pay is identified, perforations are chosen, and fracture stimulation stages are designed. The process from obtaining the logs in the field until the fracture stimulations are designed is typically three weeks. 5738E 16 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 Fracture Stimulation Activities and Water Hauling, To minimize the water requirements and to increase operational efficiency, the wells on the pad are fracture stimulated in groups. For an eight well pad, four wells are typically worked on at any one time. Each well on the pad is typically broken down into seven separate fracture stimulation stages. To prepare for fracture stimulation activities on the pad, Marathon mobilizes up to fifty, 500 -bbl frac tanks to the pad for water storage. This allows for storage of up to 25,000 bbls of water on the pad at any one time. Marathon has installed a water distribution system, which will transfer water directly to the pad and minimize the requirement for water haul trucks. For fracture stimulation operations, a wireline truck and a frac fleet are required. The wireline truck is responsible for perforating the casing and setting plugs. The frac fleet consists of a series of high pressure pumps. blenders and sand storage. The frac fleet is responsible for the high pressure pumping required to fracture stimulate the downhole formations. On average, three stages can be pumped in a day. Though highly dependent on water delivery, four wells can be fracture stimulated with seven stages on each well over a two week period. Drill Out and Flowback Activities After the wells are fracture stimulated on a pad, a workover rig and associated equipment is mobilized to the pad to drill out the frac plugs in the well and to install the tubing string. A bit or mill is placed on the end of the tubing. The tubing is run through the hole, which drills out the frac plugs in the well that were utilized to isolate the different fracture stimulation stages. Once all of the frac plugs are drilled out, the tubing is landed and the bit is pumped off of the bottom of the tubing to allow wellbore fluid to flow up the tubing. The production tree is installed and the well is flowed back and cleaned up through temporary separators. Once the well has gas breakthrough, the well is flowed through the permanent production equipment and to sales. 5738E 17 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 3.4 Production Operations 3.4.1 Current Infrastructure As described above, the production facilities are currently set up to directly transfer the produced gas to the gatherer. The fluids are contained in tanks onsite temporarily until they are hauled off. Early in the life of the well pad, flow volumes are at their peak, and frequent loads (primarily water) are needed to be hauled from the site. Under normal operations, the production operators monitor the producing site via SCADA, which provides flow, temperature, and pressure data to a wireless network. The operators routinely physically check the pad sites to confirm status and respond to any needs. The fluid haulers are scheduled, as needed, to maintain adequate capacity in the production tanks. As field development matures, the rates decline from individual pads. As trends stabilize the remote monitoring and controls of the SCADA system will allow for reduced frequency of onsite visits. Although this remote monitoring and control. will limit the amount of human interface, Marathon's position is to maintain a direct presence with operators physically visiting the pad on a regular frequency. 3.4.2 Future Infrastructure As Marathon continues to develop the Piceance Basin asset, infrastructure is being installed to provide the ability to pipe fluids from the producing locations. This wilt allow transfer of flow -back water for re -use and provide a produced fluid gathering system for future development. Use of this system would further reduce traffic to each of the pads as haul trucks would be needed infrequently. To fully mature the system, several design parameters need to progress beyond the conceptual phase, and permitting of produced water centralized facilities would need to be completed. 3.5 Pad Remediation There are multiple phases in the life of a developing gas asset and producing pad. The initial development phase requires drilling and completion activity to access the subsurface resources. Once the drilling and completion phase is completed, the asset moves into a producing phase. The same is true for a single well pad. To meet the needs through the phases, there are plans for interim reclamation as well as final reclamation. 5738E 18 C -K Associates, LLC Wildlife Mitigation Plan Marathon oil Company May 2010 3.5.1 Initial Stabilization As the drill pads may be in service for an extended period, each pad construction includes plans to stabilize slopes (if necessary), manage noxious weeds, and. implement storm water controls. 3.5.2 Interim Reclamation As discussed above, the size requirements for the well pad are driven by drilling and completion requirements. With the producing phase of the asset being the longest (30+ years for the Piceance Basin development), there are plans to have an interim reclamation to reduce the pad footprint during the period of producing operations. This interim reclamation includes closing the reserve pit (solidifying) and pulling back the fill slopes to that required by the production operations. The size of the required foot print will be dictated by placement of the production facilities and area requirements around the wellheads for future well intervention operations, Once the slopes are pulled back and recon toured, topsoil may be spread and the area re -seeded. 3.5.3 Abandonment Final Reclamation At the end of the asset's life the site is reclaimed as per State regulations and SUA requirements. Production facilities will be removed, and the wells will be plugged and abandoned (isolated down -hole and wellheads removed). The remaining pad site will be re-contoured, and seeded for re -vegetation. 5738E 19 C -K Associates, LLC Wildlife Mitigation Plan Marathon oil. Company May 2010 4.0 NATURAL RESOURCE EVALUATION The primary natural resources of interest associated with the Marathon lease within the Piceance Basin are wildlife. A large portion of the Piceance Basin has been identified as SWH for several wildlife species. In order to determine wildlife species of concern, Marathon utilized the CDOW Natural Diversity Information Source (NDIS) database in conjunction with discussions with the CDOW. Marathon also conducted field surveys to document wildlife presence in the vicinity of the existing and proposed pad locations. As part of the overall evaluation process, a proximity wildlife database was developed in 2009 by Marathon, which correlated the NDIS datasets to existing and proposed pad locations (Appendix B). The proximity wildlife database established the initial basis of discussion for the WMP agreement. The purpose of this effort was to identify wildlife species, their geographic boundaries within the Marathon lease areas, and their proximity to specific pad locations (Figures 3-7). The proximity wildlife database assisted in prioritizing proposed and existing pads that required further evaluation in regards to location, BMPs, and mitigation. Sections 5.0 and 6.0 provide information regarding specific BMPs and mitigation measures available to minimize adverse impacts to wildlife and their habitat. The COGCC FAR identified restricted surface occupancy (RSO) areas for several wildlife species. However, there are no timing restrictions defined in the FAR. Any timing considerations discussed in the WMP and in this section are based on the CDOW's "Actions to Minimize Adverse Impacts to Wildlife Resources." Marathon has included certain timing considerations for evaluation as detailed in Section 6.0. Several species of concern were identified by the CDOW and Marathon through the initial proximity wildlife database: • Elk; • Mule Deer; • American Peregrine Falcon; • Greater Sage Grouse • Bald and Golden Eagle; and • Raptors. 4.1 Elk The NDIS database listed geographic boundaries for numerous elk habitat types within the basin: production area, winter range, severe winter range, winter concentration area, migration corridor and others. The CDOW considers the production area boundary a significant feature in determining pad location and design as two production area boundaries overlap the northern portion of the lease. The NDIS database indicated that the majority of the Marathon lease is within the elk overall and summer range geographic boundaries, which are both habitats that cover much of the Piceance Basin. These ranges are not significant in regard to operations, since their size allows movement with no fragmentation or 5738E 20 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 restrictions. The other boundaries are not applicable due to distance from the lease area. Figure 3 depicts the elk wildlife boundaries and the proximity wildlife database spreadsheet (Appendix B) identifies the proximity to existing and proposed pads. Marathon has evaluated a phased approach to development within the two production areas. As a mitigation measure, Marathon is seeking to develop only one production area per season associated with the timing consideration. 4.2 Mule Deer The CDOW has stated that the Piceance Basin is utilized by thousands of deer and is a critical area during the winter. In the winter, even more deer seek refuge in the basin as herds from surrounding areas migrate into the lower elevations of the basin in search of food and relief from snow. For this reason, CDOW has determined that the critical winter range boundary is significant (Figure 4). The critical winter range boundary encompasses only the lower elevations of the basin. Although a small portion of the Marathon lease is within the critical winter range, the boundary does not extend into any existing or proposed pad locations. The proximity wildlife database confirms that the existing and proposed pad locations are outside of this boundary. The other boundaries that are deemed significant by CDOW include migration corridor, severe winter range, winter concentration area, and winter range. None of the existing and proposed pad locations are within these boundaries. However, a small portion of the lease is within the severe winter range boundary. The majority of the lease area, including the existing and proposed pad locations, is within the overall and summer range boundaries. Operations within these ranges are not expected to impact the mule deer due to the vast amount of habitat available and freedom of movement, similar to that of elk. Marathon recognizes that transition areas between boundaries overlap due to the similar elevations of the critical winter range, severe winter range, winter range and summer range. As discussed with the CDOW, the transitional areas that comprise riparian habitat are essential. These habitats offer food and water resources in addition to potential mitigation routes and would provide excellent opportunities for mitigation projects. The majority of these habitats, however, are located on property not owned by Marathon and would require surface ownership agreements for any enhancements. 4.3 American Peregrine Falcon The American peregrine falcon nest along cliffs and utilize the basin for hunting. The NDIS data sets did not include the Marathon lease area within the migratory hunting boundary or the nesting area boundary for the falcon. However, one nest was identified by the CDOW and is within the proximity of exiting Pad 697-12A. 5738E 21 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 It is not know if this is an active or inactive nest site. Only two pad locations are within the potential nesting boundary: 696-5A (proposed) and 696-5C (existing) as depicted on Figures 5 and 6. Marathon recognizes the timing consideration for Pad 697-12A and does not expect any adverse impacts to American peregrine falcon as a result of operations. 4.4 Greater Sage Grouse GrSG are seasonally mobile and often have a large home range. To maintain genetic diversity, populations need to be connected, which requires large expanses of sagebrush habitat. As discussed in meetings with the CDOW, the Piceance Basin habitat is not consistent with this description of desired habitat. Much of the Marathon lease area and many of the existing and proposed pad locations are within the GrSG production area and overall range boundaries (see Figures 6 and 7). The CDOW has defined the GrSG production area boundary to be a 4 -mile radius within the Piceance Basin. This boundary is designed to protect 80% of the nesting and brooding habitat. However, low population data and fragmented sagebrush habitat surrounding existing leks indicate that the production area is likely much smaller, potentially only a 2 -mile radius. As documented by stakeholders, the basin does not currently support a GrSG core population. Although GrSG populations exist as part of the Piceance Basin community, the geographical features do not provide the preferred habitat for the species. The diverse, natural terrain produces fragmented sagebrush habitats, which prohibits the continuous vegetation needed for a sustainable population. This does not diminish responsibility to the existing GrSG basin population; however, the overall species sustainability is stable as documented in healthy core populations identified in the higher quality habitats of Management Zones I -VI. The Marathon lease area is associated with three leks: Garden Gulch, Bear Run and a newly designated lek adjacent to the Bear Run lek. There are three pad locations within the vicinity of the three leks. Pads 596-29A (proposed) and 596- 29C (existing) are within the 0.6 mile radius RSO of the Bear Run lek. Pad 696- 5C (existing) is immediately adjacent to the 0.6 mile RSO for Garden Gulch (see Figure 7). As a mitigation measure to minimize stress to the population utilizing the Bear Run lek, Marathon is scheduling development of Pad 596-29A two years (two breeding seasons) after the development of Pad 596-29C (built 2009). The Marathon lease area is outside the CDOW defined brood area, winter range, severe winter range and historic habitat boundaries for the GrSG. 4.5 Bald and Golden Eagle There are numerous geographical boundaries associated with the bald and golden eagle. However, only two boundaries are in the proximity of the Marathon lease: 5738E 22 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 bald eagle winter range and golden eagle nesting territory; however, the golden eagle nesting territory is the only boundary that actually overlaps the Marathon lease (see Figure 6). Marathon expects no impacts to this wildlife category as a result of the proposed operations. 4.6 Raptors There are approximately 10 active and 17 inactive raptor nests identified within or in proximity to the Marathon lease area (see Appendix B), High priority habitat weighting factors developed by the CDOW and revised January 29, 2008 propose a 0.5 -mile buffer around active nests designed to protect the area from disturbance or habitat alteration. However, BMPs for active nests, which were listed by the CDOW in the October 27, 2008 guidance, recommend establishing a suitable buffer around the nest (dependent upon species) and avoidance of the area between January 1 and July 15. Marathon is currently evaluating the scheduling of pad development to ascertain the feasibility of accommodating the timing component. There are several existing and proposed pad locations within a 0.5 mile radius. As part of the WMP agreement, Marathon will conduct a diurnal raptor survey annually for the next 6 -years. These surveys based on the annual objectives will supplement Marathon's existing knowledge for raptors, falcons and eagles nest locations within proximity of existing and proposed pad locations. Table 4-1 lists all known existing and proposed pads with correlated primary wildlife considerations. 5738E 23 C -K Associates, LLC Table 4-1 Primary Wildlife Considerations Pad Pad Status Primary Wildlife Considerations 697-1X Existing SWH - Sage Grouse & Elk Production Area 697-23X Existing SWH - Saga 596-19A Proposed _Grouse SWH - Sage Grouse 596-19C Existing SWH - Sage Grouse 596-20A Proposed SWH - Sage Grouse 596-20C Existing SWH - Sage Grouse 596-29A Proposed RSO - Sage Grouse & SWH - Elk Production Area 596-29C Existing RSO - Sage Grouse & SWH - Elk Production Area 596-30A Proposed SWH - Sage Grouse & Elk Production Area 596-30C Proposed SWH - Sage Grouse & Elk Production Area 596-31A Existing SWH - Sage Grouse & Elk Production Area 596-31C Existing SWH - Sage Grouse 596-32A Proposed SWH - Sage Grouse 596-32C Existing SWH - Sage Grouse 596-33A Proposed 'SWH - Sage Grouse & Elk Production Area 596-33C Existing SWH - Sage Grouse & EIk Production Area _ 596-34D Existing SWH - Sage Grouse & EIk Production Area 596-35D Existing SWH - Sage Grouse & Golden Eagle Nest 696-18A Existing None 696-18C Existing None 696-5A Proposed SWH - Golden Eagle Nest 696-5C Existing None _ 696-6A Proposed Proposed SWH - Sage Grouse 696.60 SWH - Sage Grouse 697-11A Proposed SWH - Sage Grouse & EIk Production Area 697-11 C Proposed SWH - Sage Grouse 697-12A Existing RSO - P. Falcon & SWH - Sage Grouse 697-13C Existing SWH - Sage Grouse 697-14C Proposed SWH - Sage Grouse 697-1A Proposed SWH - Sade Grouse & EIk Production Area 697-1 C Existing SWH - Sage Grouse & EIk Production Area 697-21A Existing None 697-21C Proposed None 697-22A Proposed None - 697-22C Proposed None 697-23A Existing SWH - Sage Grouse 697-23C Proposed SWH - Sage Grouse 697-230 Proposed SWH - Sage Grouse 697-26A Existing None 697-268 Proposed None 697-26C Proposed None 697-26D Proposed None 697-28A Proposed SWH - Sage Grouse 697-28C Existing None 697-2C Existing SWH - Sage Grouse & EIk Production Area 697-35A Proposed None 697-11X ExistingSWH - Sage Grouse 796-5A Proposed 1 SWH - Mule Deer and possible Elk Winter Concentration Table 4-1 Primary Wildlife Considerations Pad Pad Status Primary Wildlife Considerations 796-5B 'Proposed SWH - Mule Deer and possible Elk Winter Concentration _ 796-5C Proposed SWH - possible Mule Deer 797-11B Proposed None 797-11C Proposed None 797-11D Proposed None 797-2A Proposed None 797-2B Proposed None 797-2D Proposed None RSO = Restricted Surface Occupancy SWH = Sensitive Wildlife Habitat Species Timing Restrictions for Consideration SWH - Sage Grouse March 1 - June 30 RSO - Sage Grouse March 1 - May 15 (breeding season) SWH - Elk Production Area May 15 - June 15 SWH - Golden Eagle Nest December 15 - July 15 - no encroachment wlin 0.5 miles RSO - P. Falcon March 15 - July - no encroachment wlin 0.5 miles Wildlife Mitigation Plan Marathon Oil Company May 2010 5.0 BEST MANAGEMENT PRACTICES AND MITIGATION MEASURES FOR CONSIDERATION Marathon is establishing BMPs for their operations within the Piceance Basin. This section contains a listing of BMPs and mitigation measures that are representative of the CDOW's "Action to Minimize Adverse Impacts to Wildlife Resources". Marathon will review the applicability and implementation of the BMPs based on the location and operational timing requirements for a given pad. These BMPs will be considered for existing and proposed infrastructure development to protect and enhance the habitats of the Piceance Basin. There are recognizable limits to implementing certain BMPs due to surface ownership restrictions, operational factors and economics. However, Marathon is seeking to establish a balance between operational activities and natural resources through selected BMPs. It is likely that some BMPs listed will function as mitigation measures (see Section 6 for CDOW recognized mitigation measures). It is our goal to work with the stakeholders to practice good stewardship of the natural resources associated with the Piceance Basin. 5.1 General Wildlife and Environmental Protection Measures These measures intend to educate field personnel regarding specific wildlife concerns. 1. Provide annual educational training for staff and contractors on specific wildlife issues of concern, and on planning documents and any agreements with CDOW. 2. Establish policies to protect wildlife (e.g., no poaching, no firearms, no dogs on location, no feeding of wildlife, etc.). 3. Promptly report spills that affect wildlife to the CDPHE and CDOW. 4. Ensure prompt spill response (containment and recovery) at operational areas associated with perennial water courses. 5. Install automated emergency response systems (e.g., high tank alarms, emergency shutdown systems, etc.). 5.2 Infrastructure Layout for Wildlife Protection (including production facilities, ancillary facilities, and roads) The purpose of these measures is to consolidate development activities and production facilities to minimize direct habitat loss and fragmentation, and to minimize displacement of wildlife due to audible, olfactory and visual disturbances. 1. Avoid new surface disturbance by not placing new facilities in key wildlife habitats. 2. Phase and consolidate all development activities to maintain larger areas of undisturbed habitat for wildlife. Maintain undeveloped areas within development boundaries sufficiently to allow wildlife to persist within 5738E 24 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 development boundaries during phases of construction, drilling, and production. Minimize the duration of development and avoid repeated or chronic disturbance of developed areas. Complete all anticipated drilling within a phased, concentrated, development area during a single, uninterrupted time period. 3. Develop a transportation strategy that targets the following goals: • Minimize the number, length, and footprint of oil and gas development roads; • Use existing routes where possible; • Combine utility infrastructure (gas, electric, and water) planning with roadway planning to avoid separate utility corridors; • Combine and share roads to minimize habitat fragmentation • Place roads to avoid obstructions to migratory routes for wildlife. • Surface roads adequately to ensure that the anticipated volume of traffic and the weight and speed of vehicles using the road do not cause environmental damage, including generation of fugitive dust and contribution of sediment to downstream areas. • Locate roads as far from riparian areas and bottoms of drainages as possible and outside of riparian habitat. • Avoid constructing any road segment in the channel of an intermittent or perennial stream. • Avoid low water crossings. Structures for perennial or intermittent stream channel crossings should be engineered using bridges or appropriately sized culverts. • Design road crossings of streams at right angles to all riparian corridors and streams to minimize the area of disturbance. • Construct stream crossings in a manner that minimizes sedimentation. • Protect culvert inlets from erosion and sedimentation and install energy dissipation structures at outfalls. • Implement fugitive dust control measures. • Company vehicle guidelines are established for personal safety, which will minimize wildlife mortality from vehicle collisions on roads. • Coordinate employee transport, minimize trips by combining work activities, and encourage vehicle sharing. • Limit parking to already disturbed areas. • Use man camps to reduce travel related disturbance when the benefits outweigh the disadvantages of developing human concentrations in wildlife habitats. 4. Maintain density caps to pads to no more than 1 -pad to 160 acres, unless regulatory approval is obtained. 5. Maximize the utility of surface facilities by developing multiple wells from a single pad (directional drilling), and by co -locating multipurpose facilities (for example, well pads and compressors) to avoid unnecessary habitat fragmentation and disturbance of additional geographic areas. 6. Minimize the number, size and distribution of well pads and locate pads 25 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 along existing roads where possible. 7. Locate well pads in the least wildlife sensitive areas as feasible. 8. Consolidate and centralize fluid collection and distribution facilities. 9. Share/consolidate corridors for pipeline ROW's to the maximum extent possible. 10. Engineer pipelines to avoid excessive ROW widths and reclamation. 11. Adequately size infrastructure and facilities to accommodate both current and future gas production. 53 Drilling and Production Operations for Wildlife Protection The purpose of these measures is to reduce disturbance on the actual drill site and the surrounding area, to reduce direct conflict with wildlife and to prevent wildlife access to equipment. 1. Schedule construction, drilling, and completion activities to avoid particularly sensitive seasonal wildlife habitats. 2. Reduce visits to producing well -sites through remote monitoring (i.e. SCADA). 3. Develop centralized pipeline systems to transport water and reduce truck traffic. 4. Where possible, locate pipeline systems parallel to existing roadways, or roadways that are planned for development. 5. Maximize use of state-of-the-art drilling technology (e.g., high efficiency rigs, coiled -tubing unit rigs, closed-loop or pitless drilling, etc.) to minimize disturbance. 6. Install exclusionary devices to prevent bird and other wildlife access to equipment stacks, vents and openings. 7. Locate above -ground facilities to minimize the visual effect. 5.4 Fluid Pit Wildlife Protection Measures The purpose of these measures is to prevent wildlife access to fluid pits and to reduce potential for contamination of water and soil by pit contents. 1. Install and maintain adequate measures to inhibit or deter all types of wildlife from all fluid pits (e.g., fencing, netting, and other appropriate deterrents measures). 2. Construct fluid pit fences and nets that are capable of withstanding animal pressure and environmental conditions and that are appropriately sized for the wildlife encountered. 3. Install impermeable barriers beneath fluid pits to protect groundwater, riparian areas and wetlands. 4. Skim and eliminate oil from produced water ponds and fluid pits at a rate sufficient to prevent oiling of birds or other wildlife that could gain access to the pit. 5738E 26 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 5. Waste water pits will be evaluated to determine if mosquito larvae are present. If so, appropriate treatment will be applied as required by regulation (time period of concern 1 June 30 September). 5.5 Invasive/Non-Native Vegetation Control The purpose of these measures is to ensure proper planning, assessment and control of weed infestations on all locations. Marathon has acquired August 2008 infrared imagery (see Master Figure 9) to assist in vegetation management. 1. Develop an integrated, noxious and invasive weed management plan. Utilize an adaptive management strategy that permits effective responses to monitored findings and reflects local site and geologic conditions. 2. Establish a noxious and invasive monitoring program for all disturbed areas. 3. Continue control programs for the life of the well. 4. Use reclamation as a weed management tool. 5. Educate employees and contractors about noxious and invasive weed issues. 5.6 Restoration, Reclamation and Abandonment The purpose of these measures is to restore disturbed sites using native vegetation that can be used by the indigenous wildlife. Develop a reclamation plan with the land owner or land management agency that incorporates wildlife species-specific goals and that defines reclamation performance standards, including the following components if possible. Chevron stipulates a specific grass seed mixture as the surface owner. Soil 1. Strip and segregate topsoil prior to construction. Appropriately configure topsoil piles and seed to control erosion, prevent weed establishment and maintain soil microbial activity. 2. Maintain separation between top soils and spoils (and mark accordingly). 3. Salvage topsoil from all road construction and other rights -of --way and re -apply during interim and final reclamation. Seed 1. Use appropriately diverse reclamation seed mixes as approved by the surface owners that mirror an appropriate reference area for the site being reclaimed that are approved by the surface owner. 2. Conduct seeding in a manner that ensures that seedbed preparation and planting techniques are targeted toward the varied needs of grasses, forbs and shrubs (e.g., seed forbs and shrubs separately from grasses, broadcast big sagebrush but drill grasses, etc.). 3. Seed after re -contouring and spreading topsoil. Spread topsoil and conduct seeding during optimal periods for seed germination and establishment. 5738E 27 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 4. Repeat seeding as necessary to meet vegetation cover, composition, and diversity standard. Timing I. Use interim reclamation to accelerate return of disturbed areas used by wildlife. 2. Close and reclaim roads not necessary for development, including removing all bridges and culverts and recontouring/reclaiming all stream crossings. 3. Reclaim reserve pits as required after drilling and ensure that pit contents do not contaminate soil. 4. Remediate/excavate hydrocarbon spills on disturbed areas prior to reclamation. 5. Reclaim sites during optimum seasons (e.g. late fall/early winter or early spring). 6. Complete final reclamation activities so that seeding occurs during the first optimal season following plugging and abandonment of oil and gas wells. Interim reclamation I. Use approved seed mix approved by the surface owner to establish effective, interim reclamation on all disturbed areas (e.g., road shoulders and borrow areas), including disturbed areas where additional future ground disturbance is expected to occur. 2. Perform "interim"' reclamation on all disturbed areas not needed for active support of production operations. Disposal I. Properly decommission and remove mechanical surface equipment. 2. Remove and properly dispose of degraded silt fencing and erosion control materials after their utility has expired. 3. Close pits as required by state regulation. 5.7 Mule Deer and Elk Considerations The Marathon leasehold outer boundary has marginal to no contact with mule deer critical winter range and elk winter concentration areas. Marathon has evaluated a phased approach for development within the two elk production areas. As a mitigation measure, Marathon is seeking to develop only one production area per season. 1. Consult with CDOW at the earliest stage of development to identify the locations of mule deer and elk important wintering habitats and production areas. Adjust development sites to avoid critical habitat patches. 2. Conduct planning that provides a clear point of reference in evaluating, avoiding, and mitigating large scale and cumulative impacts. 3. Avoid oil and gas activities within mule deer critical winter range, elk winter 5738E 28 C -K Associates, LLC Wildlife Mitigation Plan Marathon oil Company May 2010 concentration areas, elk production areas, and migration corridors when possible. 4. Where oil and gas activities must occur in mule deer critical winter range or elk winter concentration areas, conduct these activities outside the time period from December 1 through April 15 when possible. 5. Establish company guidelines to minimize wildlife mortality from vehicle collisions on roads. 6. Phase and concentrate all development activities, so that large areas of undisturbed habitat for wildlife remain and thorough reclamation occurs after development. 7. Identify critical habitat types and patches and adjust development sites to avoid these areas. 8. Prior to development, establish baseline vegetation condition and inventory and to provide a basis for post -development habitat restoration. 9. Reclaim mule deer and elk habitats with approved seed mix. 5.8 Greater Sage -Grouse Considerations Marathon will evaluate pad location and development schedule as a mitigation measure to minimize stress to the greater sage -grouse population associated with a lek. This approach is being utilized for the Bear Run lek, Marathon is scheduling development of Pad 596-29A two years (two breeding seasons) after the development of Pad 596-29C. 1. Consult with CDOW at the earliest stage of development to review detailed maps of greater sage -grouse seasonal habitats and lek locations to help select development sites. Identify seasonal habitats and migratory patterns of sage- grouse. Map all seasonal habitats using CDOW habitat data sets as they become available. 2. Conduct planning that provides a clear point of reference in evaluating, avoiding, and mitigating large scale and cumulative impacts. 3. Where oil and gas activities must occur within 4 miles of greater sage - grouse leks or within other mapped greater sage -grouse breeding or summer habitat, conduct these activities outside the period between March 1 and June 30 if possible. 4. Where oil and gas activities must occur within mapped greater sage -grouse winter habitat, conduct these activities outside the period between December 1 and March 15 if possible. 5. Restrict well site visitations to portions of the day between 8:30 a.m. and 4:30 p.m. during the lekking season (March 1 to May 15) within 0.6 miles of identified leks. 6. Phase and concentrate all development activities, so that large areas of undisturbed habitat for wildlife remain and thorough reclamation occurs after development. 7. Minimize surface disturbance and fragmentation of greater sage -grouse habitat through use of the smaller facility footprints, use of multiple well 5738E 29 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 pads, clustering of roads and pipelines, and the widest possible spacing of surface facilities. 8. If possible, when compressor stations must be sited within 4 miles of greater sage grouse active and inactive (within last 10 years) lek sites, locate compressor stations farther than 0.6 mile (3200 feet) from sage - grouse lek sites. Use noise reduction equipment on compressors and other development and production equipment. 9. Muffle or otherwise control exhaust noise from pump jacks and compressors so that operational noise will not exceed 49 dB measured at 30 feet from the source. 10. Design tanks and other facilities with structures such that they do not provide perches or nest substrates for raptors, crows and ravens. 11. Use effective reclamation techniques to return habitat to use by greater sage -grouse. 12. Reclaim/restore greater sage -grouse habitats with approved seed mix conducive to optimal greater sage -grouse habitat and other wildlife appropriate to the ecological site. 13. Restore disturbed sagebrush sites with the appropriate sagebrush species or subspecies on disturbed sagebrush sites with approval of landowner. 5.9 Raptor Considerations There are 10 active raptor nests identified within the Marathon leasehold. Marathon will evaluate the scheduling of pad development to ascertain the feasibility of accommodating the timing of January 1 to July 15 to avoid disturbance during the breeding season. 1. Prior to ground disturbing activities, determine either through consultation with CDOW, CDOW data sets or surveys the locations of raptor nesting and roosting sites. 2. Provide raptor survey data for incorporation into the CDOW raptor database. 3. Consult with and implement CDOW recommendations regarding raptor protection measures including seasonal timing restrictions and recommended buffer Zones. 4. Avoid disturbance of raptor nesting habitat during the breeding season (variable by species --January 1 to July 15). 5. Avoid impacts to raptor roost sites during the wintering period (variable by species --November 15 to April 1). 6. Survey any suitable habitat (cliffs, large trees, snags) within 0.5 mile of a proposed project site for raptor nests. Where raptor nests are found, site the project to provide a suitable buffer zone, and/or place sufficient seasonal limitations on construction activity to protect the nest site. 5738E 30 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 5.10 Bald Eagle Considerations The Marathon leasehold has no documented nesting areas. 1. No surface occupancy (beyond that which historically occurred in the area) within 0.25 mile of any active or historic bald eagle nest site. 2. No human disturbance or construction activity within 0.5 mile of any active bald eagle nest from November 15 to July 31. Activity within 0.5 mile of bald eagle nest sites would be best conducted between August 15 and October 15. 3. No surface occupancy or construction within 0.25 mile of any active bald eagle winter night roost site, where there is no direct line of sight to the roost, between December 1 and February 28 and within 0.5 mile of any active bald eagle winter night roost site, where there is a direct line of sight to the roost, between December 1 and February 28. 4. No human disturbance within 0.5 mile of any active bald eagle winter roost site from November 15 to March 15 except for periodic visits such as oil maintenance and monitoring Maintenance and monitoring work within the buffer zone after development should be restricted to the period between 10:00 a.m. and 2:00 p.m. 5. No human disturbance within any mapped winter concentration areas between November 15 and March 15. 5.11 Golden Eagle Considerations The Marathon leasehold has no documented nesting areas. 1. No surface occupancy (beyond that which historically occurred in the area) within 0.25 mile of any active golden eagle nest site. 2. No human encroachment or construction activity within 0.5 mile of any active golden eagle nest from December 15 to July 15. 5.12 Peregrine Falcon Considerations 1. No surface occupancy (beyond that which historically occurred in the area) within 0.5 mile of any active or historic peregrine falcon nest site. 2. No human encroachment or construction activity within 0.5 mile of any active peregrine falcon nest site from March 15 to July 31. 5738E 31 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 6.0 BEST MANAGEMENT PRACTICES IDENTIFIED AS AVOIDANCE AND MINIMIZATION ACTIONS 5738E Marathon has established an evaluation process for operations within the Piceance Basin that addresses wildlife concerns. This listing of Items 1-5 represents our specific actions that are considered avoidance and minimization actions by the CDOW. Marathon has developed these BMPs as part of our Standard Operating Procedures (SOP) to provide operational and wildlife management for the Piceance Basin. This section in part consists of our WMP Agreement with the CDOW (see Appendix A). 1. Riparian Area Protection for Wildlife • Marathon will locate roads as far from riparian areas and bottoms of drainages as possible and outside of riparian habitat. However, Marathon is limited in areas where landowners dictate utilization of existing and location of roads. 2. Company Vehicle Guidelines and Traffic Reductions for Wildlife Protection • Marathon has 25 mph limit for all roads (speed limit signs are posted); additionally there is a ban on radio/cell phone driving requirement to enhance driving awareness. Carpooling for major projects are encouraged for all Marathon contractors to reduce traffic; carpooling is used for major projects. Additionally. Marathon maintains a Temporary Living camp, which reduces traffic. There is an understanding that the reduction of traffic as a whole reduces the opportunity for wildlife impacts. • Marathon is using a SCADA system for several purposes, but it clearly provides a means to reduce traffic by reducing the frequency of visitations to each pad. Marathon currently has eight pads in production, which require daily visits until the remote sensing system is validated. The system has been instituted for the purpose of reducing traffic and visitation to the operating pads, providing additional safety for personnel, and mitigating environmental risks. • Marathon utilizes one Temporary Living camp to house the resources needed to support the drilling operations within the Piceance Basin. The site supports approximately 50 personnel that function on 12 -hour shifts. The shift work schedule is 2 -weeks on and 2 -weeks off. This is a traffic reduction of 25 vehicles per day, 7 -days per week. 3. Infrastructure Layout for Wildlife Protection • Marathon is installing a consolidated and centralized fluid collection and shared/consolidated corridor for lines. Marathon will have the majority of the waterlines in place by the end of this year (2009). The waterlines are being located adjacent to existing roads and within existing ROWs. The installation of the waterline coincides with the installation of gas gathering lines being 32 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 performed by EPCO to reduce disturbance and traffic. One contractor is being used for all installations to enhance scheduling and reduce personnel and traffic within the Piceance Basin. If Marathon were to facilitate the waterline install independently, it would require a single crew of approximately 15 personnel, at minimum. Timing to complete the installation with a single crew would extend over a significantly longer time period. This is a reduction of 15 personnel and equipment if more than one contractor was being used at the same time to install an additional line within the ROW. • Each well requires approximately 25,000 barrels of water to drill and complete. The water trucks used for transport carry approximately 100 barrels per load. As a result, 250 truck loads are required per well. Total development will require an average of eight wells per pad to achieve 20 acre spacing. This equates to 2,000 truck loads per pad and would increase with more aggressive development. Once fully installed and tested, the centralized waterline system will substantially reduce trucking requirements. The current needs of 250 loads per well will approach zero once the system is fully installed. Portions of the system, specifically the fresh water supply, have been utilized throughout 2009 to reduce current traffic needs. This traffic reduction will continue as the. waterline infrastructure continues mature. 4. Drilling and Production Operations for the Protection of Wildlife • Marathon will review annually the scheduled civil construction, drilling and completion activities POD to avoid portions of SWH, specifically for the GrSG. Additionally, Marathon through the POD will schedule our activities in a effort to avoid and/or minimize operations near and within lek sites, elk production areas and active raptor nests. The POD will be submitted to the CDOW by the end of January for each calendar year. This component of the WMP will be a living document. Marathon will utilize C -K Associates, LLC (C -K) as our third party review team jointly with our regulatory compliance group to balance developments and ecological concerns within the Piceance Basin. Marathon's goal during the annual POD scheduling is to avoid at a minimum 66% of the GrSG SWH. • If for some reason an area cannot be avoided, Marathon will attempt to avoid the timing period associated with the wildlife category of concern. Lek avoidance is from March 1 through May 15 for major activities Elk Production is rotation of production areas on a seasonal basis; 4 -mile buffer for GrSG March 1 -June 30 (4 -months) 5738E 33 C -K Associates, LLC Wildlife Mitigation Plan Marathon oil Company May 2010. 5738E Note: there is an overlap of geographical areas between the elk production areas and the 4 -mile GrSG buffer area (SWH). In Marathon's effort to meet the timing for an elk production area, we also achieve avoidance for a portion of the 4 -mile buffer area. • Marathon has agreed to seasonal rotation development activities for the elk production areas. • Marathon will be reducing visits to pads through the SCADA system. This is one of several benefits that this system provides. We cannot define what the frequency of visits will be to each pad because the determinations are based on the data output from the remote sensors (that are monitored back at the Parachute and Grand Junction offices). However, the SCADA system will allow for a reduction in daily maintenance visits, as well as minimize other potential environmental impact via remote pressure, temperature, and level monitoring. • Marathon now utilizes a closed-loop fluid handling system on all drilling locations in the Piceance Basin. This system will employ a suite of solids control equipment. Linear motion shakers, dryer shakers, and centrifuges coupled with a series of above ground storage tanks function as a closed loop system. This provides capability to maintain a location where a reserve pit is utilized only as a cuttings pit. Used drilling fluids will be recycled and solid cuttings may be hauled off. 5. Additional Minimizations for Wildlife Protection • Marathon is following the rule requirements for noise. Regarding raptor perch deterrents, Marathon will provide deterrents in areas where surrounding habitats do not provide natural perches. • Marathon joint ownership properties can utilize CDOW recommended seed mixes and restore disturbed sagebrush. In lease areas the land owner dictates the decision on seed mix and restoration of sagebrush. There are discussions with land owners on decisions regarding high priority habitat (lek areas and adjacent lands) where sagebrush can be restored. In other areas the approved land owner seed mix would be applied. Tables 6-1, 6-2, 6-3, and 6-4 represent the lease agreement seed mix. • Marathon is open to conduct raptor survey data and will enlist the CDOW's approach to evaluate survey data protocols. 34 C -K Associates, LLC Slender Wheatgrass Mountain Brome Letterman Neddlegrass Idaho fescue Bluebunch wheatgrass Sandberg Bluegrass Wildlife Mitigation Plan Marathon Oil Company May 2010 Lease Agreement Seed Mix Based on Habitat and Elevation Table 6-1. Seed Mix for Hi ' her Elevation — Sa: ebrush Areas Common Name Scientific Name Variety PLS lbs/acre 1'2 Agropyron trachycaulum Bromun marginatus Stipa Lettermanii Festuca idahoensis Agropyron spicatum Poa sandbergii San Luis Garnet, Bromar VNS 3.5 3.0 2.0 Garnet, Bromar 1.5 Joseph, Nezpurs 1.5 N/A 1.5 Pure Live Seed Total 13 PLS Rate numbers are in Pure Live Seed (PLS). 2 Seed rates are specific to drill seeder method. If broadcasting or hydromulching is used to disperse the seed, the seed rates above should be doubled. Table 6-2. Interim Seed Mix (Higher and Middle Elevation Areas) Common Name GRASSES Wheat x Tall Wheatgrass Mountain Brome Slender Wheatgrass FORBS Utah sweetvetch Scientific Name Triticum aestivum x Elytrigia elon;ate Bromus marginatus Variety Regreen3 PLS lbs/acre 1,2 12.0 Garnet, Bromar 7.0 Agropyron trachycaulum 5san Luis 4.0 Hedysarum boreale Timp Pure Live Seed Total 2.0 25 PLS I Rate numbers are in Pure Live Seed (PLS). 2 Seed rates are specific to drill seeder method. If broadcasting or hydromulching is used to disperse the seed, the seed rates above should be doubled. 3 Based on a 3 PLS per square foot for Regreen. Table 6-3. Seed Mix for Middle Elevations — Steeper Slo i es Common Name Indian Ricegrass Scientific Name Oryzopsis Hymenoides Bottle brush S i uirrelt 11 Thickspike wheatgrass Bluebunch wheatgrass Slender Wheatgrass El mus el moides Elymus lanceolatus ssp. Lanceolatur Western Wheatgrass Agropyron spicatum Agropyron trachycaulum Agropyron smithii Variety Nezpar, Rimr VNS Critana Joseph, Nezpurs San Luis Arriba, Ros a Pure Live Seed Total PLS lbslacre 112 2.5 2.5 2.5 2.5 2.0 1.0 13 PLS 1 Rate numbers are in Pure Live Seed (PLS). 2 Seed rates are specific to drill seeder method. If broadcasting or hydromulching is used to disperse the seed, the seed rates above should be doubled. 5738E 35 C -K Associates, LLC -4. Seed Mix for Lower Elevations Wildlife Mitigation Plan Marathon Oil Company May 2010 Common Name Scientific Name Variety PLS lbs/acre 1.2 Western Wheatgrass Agropyron smithii Arriba, Rosana 4.5 Bluebunch wheatgrass Agropyron spicatum Joseph, Nezpurs Magnar 3.5 2.0 0.1 Basin Wild -rye Leymus cinereus Alkali Sacaton Sporobolus airoides Alkali Sacaton Canby Bluegrass Poa Canbyi Canbar 0.5 Pure Live Seed Total 10.6 PLS Rate numbers are in Pure Live Seed (PLS). 2 Seed rates are specific to drill seeder method. If broadcasting or hydrornulching is used to disperse the seed, the seed rates above should be doubled, 5738E 36 C -K Associates, LLC Wildlife Mitigation Plan Marathon Oil Company May 2010 7.0 COMPENSATORY MITIGATION PROJECTS Marathon through the WMP agreement has established two compensatory mitigation projects for which mitigation credits have been allocated; (1) land cover analysis, and (2) annual diurnal raptor surveys. These projects will provide habitat and wildlife information to facilitate operational decision making and management for the leasehold. The projects will assist in part as an on-going process (6 -years) of improving BMPs through current habitat and raptor data. This represents Marathon's internal adaptive process by learning through continuous assessments on how to better our BMPs and operational procedures. In order to properly manage the leasehold and the natural resources within the Piceance Basin, BMPs were introduced prior to the WMP agreement. These projects represent Marathon's continued adaptive process to seek information and data to enhance our stewardship and BMPs that provide a measured benefit. 573'8E 7.1 Land Cover Analysis In August 2008 1 -meter satellite multiband imagery was acquired to establish a baseline for operations and landscape features. This imagery was used in early consultations with the CDOW to correlate Marathon infrastructure to wildlife habitat types and the unique topography of the Piceance Basin. Marathon will continue the land cover analysis over the next 6 —years. The surveys and analysis will include: - Satellite imagery to detect surface changes (imagery acquisition for 2010, 2012, and 2014). - Includes established vegetation plots (spreadsheet w/ grasses, forbs, shrubs) for indicator species. - Includes vegetation plot photos for initial visual indicators. - Includes indicator polygons. - Establish modified land cover classification (aspen, oak, sage, other), and - Land cover change detection analysis (analysis only to be conducted on Marathon leasehold). 7.2 Diurnal Raptor Surveys It is apparent that nesting sites for raptors change over time. In order to acquire current data on active and inactive nest sites within proximity of existing and proposed pads, Marathon will conduct diurnal raptor surveys. The surveys will have multiple objectives depending on the POD but considerations would include, (I) existing and proposed pads within and in proximity relative to established leks, (2) to confirm raptor nest locations within the project area, and (3) other identified priority areas. An overall objective would be to establish species, counts and location within set boundaries. The surveys would be conducted once annually during the nesting season. 37 C -K Associates, LLC APPENDIX A WILDLIFE MITIGATION PLAN AGREEMENT MOC/WMP MITIGATION ASSESSMENT BY CDOW NW REGION (March 16, 2010) Introduction Since late 2008, Marathon Oil Company (MOC) and The Colorado Division of Wildlife (CDOW) have met numerous times with the intent to prepare a Wildlife Mitigation Plan (WMP). The purpose of this MOC WMP Mitigation Assessment is to document agreements for compensatory mitigation of wildlife resources associated with the MOC WMP. This project area within this WMP is located within Garfield County, Colorado. A GIS analysis was performed using shape files provided by MOC to CDOW. The MOC WMP boundary was agreed upon between CDOW and MOC and includes 20,261 acres of land (fee surface and minerals) that lies north of the Colorado River and Interstate 70 near Parachute, Colorado. Marathon leases cover 8,366 acres within the WMP boundary. MOC also applied a GIS analysis to assess compensatory mitigation acres The MOC GIS process represented modifications to the CDOW process. Each GIS process used different input variables, which resulted in similar compensatory mitigation acres. Based on the marginal difference between the compensatory mitigation acres both MOC and CDOW were able to agree to the figures presented below. During the initial discussions on this WMP, the CDOW Regional Team suggested several potential mitigation projects to mitigate wildlife impacts within MOC WMP project area, including: • Contribution to CDOW's Piceance Project Research. • Grazing management on MOC and other private lands. • Conservation easement on the MOC private lands. • Habitat improvements on MOC, BIM and other private property. • Riparian improvements on private lands. Background on MOC Piceance Basin Oil and Gas Development Within the MOC WMP boundary there are 36 proposed well pads, and 18 existing well pads that will be reoccupied and are planned to have additional drilling associated with them. The WMP boundary includes a greater sage -grouse leks, golden eagle active nest site, and peregrine falcon active nest site Restricted Surface Occupancy (RS0) areas, and greater sage -grouse production area, mule deer critical winter range, elk winter concentration area, and elk production area Sensitive Wildlife Habitat (SWH) areas (collectively Sensitive Wildlife Habitat Areas (SWHAs)), as described by the COGCC 1200 Series Rules. The prospective life of this WMP is 6 years. CHOW Position for Compensatory Mitigation In order to equitably assess mitigation associated with WMP, CDOW entered into discussions with MOC to assess compensatory mitigation acreage as well as compensatory mitigation credits. The density of well pads in this area exceeds 10 well pads per 10 -square mile area, (i.e., one well pad per section), throughout the WMP area. CDOW, supported by the peer reviewed literature, concludes that as the density of oil and gas facilities increase beyond this one pad/section threshold, the resulting direct and indirect impacts adversely affect wildlife species to a greater extent than can be offset with avoidance and minimization measures (i.e. traditional BMPs) alone. Therefore, compensatory mitigation acreage is assessed to account for the habitat loss and disturbance associated with construction, drilling, completion, and production of oil and gas development. Cornpensatory Mitigation Acreage The acreage of compensatory mitigation is equal to the amount of land surface that will be directly affected by proposed future disturbance in SWHAs plus the additional indirectly affected acreage surrounding existing well pads planned for reoccupation and future proposed infrastructure on which habitat functions are impaired by noise, activities and other disturbance effects. Compensatory mitigation is calculated from the development scenario proposed by MOC. Surface disturbances include well pads that are not fully drilled or interim reclaimed where additional development will occur during the life of the WMP were all included when calculating compensatory mitigation acreage. MOC-Specific GIS Analysis for the WMP CDOW applied the following impact analysis to the MOC WMP:. The direct impacts from future proposed infrastructure is calculated within the SWHAs and RSOs and equals a total of 347 acres. The indirect impact compensatory mitigation acreage from proposed infrastructure equaled a total of 4,020 acres. The indirect impacts from existing infrastructure include a total of 2,798 acres. The total compensatory mitigation acreage for the MOC WMP is 7,165 acres. MOC also developed and applied a process using GIS to assess compensatory mitigation acreage. The MOC GIS methodology represented modifications to our process. Each GIS process resulted in similar results using different input variables. As a result, MOC and CDOW agreed upon the compensatory mitigation acreage. Compensatory Mitigation and Credit Application Specific to MOC's WMP MOC Best Management Practices (BMPs j Certain BMPs are particularly effective at avoiding and/or minimizing the indirect impacts from oil and gas development on a landscape scale. These mitigative BMPs are a limited subset of the normal list considered the list of BMPs that are often reflected within perrnit conditions of approval. MOC indicated to the CDOW WMP team that six of these mitigative BMPs are currently implemented in the field. Specifically for this MOC WMP, these BMPs include SCADA for remote well monitoring), closed loop/pit less drilling, liquids distribution pipelines, and use of high efficiency rigs. The following reductions in overall compensatory mitigation acreage were applied as credits toward offsetting indirect impacts by CDOW across the MOC WMP area: • SCADA - 12% • Voluntary timing - 3% • Man Camps - 3% • Liquids Distribution - 40% • High Efficiency Rigs - 25% • Closed Loop Drilling - 2% The total reduction in compensatory mitigation acreage from indirect impacts through mitigative BMPs amounts to 85% or a reduction in the total indirect impact acreage from 6,818 acres to 1,370 acres (a credit of 5,795 acres resulting from mitigative BMP implementation). MOC Historical Servlceberry Treatments MOC provided shape files to CROW of historical serviceberry treatments that were performed to improve habitat. The total acreage of these treatments was 22 acres. CDOW values this work at a 1 multiplier therefore the credit for this project is 22 acres. This reduces the compensatory mitigation acreage to 1,348 acres. CDOW Piceance Project Research Contribution On February 18, 2010, MGIC agreed to contribute $300,000 towards the CDOW Piceance Project Research. CDOW assesses the acre equivalent for this project contribution at $500 per acre, and then applies a multiplier of 3 to obtain the compensatory mitigation acreage credit. This project would help contribute to the understanding of mule deer and greater sage -grouse species and habitats within the Piceance Basin of Western Colorado. The end result is 1,800 acres of compensatory mitigation credit that could be applied toward the compensatory mitigation acreage. The combination of the implementation of the mitigative BMPs, the serviceberry treatments, and the contribution to CDOW would reduce the compensatory mitigation acreage to -452 acres. MOC Raptor Monitoring MOC will conduct diurnal raptor surveys to focus on (1) existing and proposed pads within and in proximity relative to established leks, (2) to confirm raptor nest locations within the project area, and (3) other identified priority areas. The objective would be to establish species, counts and location within set boundaries. The surveys would be conducted annually. The approximate cost for six years is $150,000. CDOW assesses the acre equivalent for this project at $500 per acre, and then applies a 2 multiplier to obtain the compensatory mitigation acreage credit. The end result is 600 acres of compensatory mitigation credit that could be applied toward the compensatory mitigation acreage. This would reduce the compensatory mitigation acreage to 4,052 acres. Land Cover Analysis MOC will conduct land cover analysis. The analysis was initiated in 2008 and included Infrared/true color 1 meter satellite image. The surveys and analysis will include: - Satellite imagery to detect surface changes (2010, 2012, and 2014). Includes established vegetation plots (spreadsheet w/ grasses, forbs, shrubs) for indicator species. Includes vegetation plot photos for initial visual indicators. Includes indicator polygons -GIS tools. - Establish modified land cover classification (aspen, oak, sage, other) - Land cover change detection analysis (analysis only to be conducted on Marathon lease). GIS data sets to be shared with CDOW. CDOW will be provided a copy of imagery with shape files. The approximate cost for five years is $115,000. CDOW assesses the acre equivalent for this project at $500 per acre, and then applies a multiplier of 1 to obtain the compensatory mitigation acreage credit. The end result is 230 acres of compensatory mitigation credit that could be applied toward the compensatory mitigation acreage. This would reduce the compensatory mitigation acreage to -1,282 acres. Final Compensatory Mitigation Acreage and Credit Assessment If compensatory mitigation actions were applied as described above, this would allow MOC to have 1,282 acres of compensatory mitigation acre credits that could be applied toward future development projects. Therefore, the balance due to CDOW from MOC would be zero, assuming the compensatory BMPs were implemented as indicated by MOC in accordance with this agreement arranged between CDOW and MOC through the WMP negotiations. Conclusion and Annual WMP Project Review The MOC mitigation commitment is conditional and assumes MOC will continue to operate (drilling, completion, construction, etc.) within the WMP boundary. However, all parties agree to maintain adaptability to future project schedules and modifications if parties are all in agreement. CDOW assumes that any mitigation credit given for BMPs that are not implemented by MOC as described above will be reevaluated and reassigned to other compensatory mitigation projects within the context of this WMP_ Any future development that is proposed and that is not described within this WMP at the time of acceptance, as well as the application of the 1,282 acres of mitigation credits remaining will be annually evaluated with the CDOW during a MOC/CDOW WMP review meeting (or sooner if necessary) for the duration of the WMP. The first annual WMP Review meeting with the CDOW will be held within six (6) months of the WMP approval date. The project schedule, development status, and implementation of compensatory mitigation projects will be discussed during these meetings. MOC will be responsible for providing contractors to perform the raptor monitoring and the land cover analysis and will be responsible for their compensation. Subsequent to the initial meeting that follows the WMP approval, all annual meetings will include a review of the BMPs implemented, compensatory mitigation measures undertaken, status of oil and gas development, and an assessment of the compensatory mitigation acreage incurred and the credit balance remaining. Updates to the operations maps and shape files will be provided by MOC to CDOW at the annual meetings to maintain currency of the GIS analysis. Modifications or reprioritizations of the mitigation opportunities/projects as outlined in this mitigation assessment will be performed and evaluated during these reviews. If MOC and the CDOW collectively determine necessary, amendment(s) to the WMP document will be made to reflect mitigation agreement modifications. Attachments to this Mitigation Assessment include the WMP settlement proposal and BMPS provided by MOC, Nothing in this agreement shall preclude the operator from voluntarily undertaking enhanced mitigation measures and receiving appropriate credit for such enhanced measures. The principles in this agreement are based on final acceptance of the WMP by all parties. This agreement waives CDOW consultation for Form 2A permits within this WMP proposed by MOC and CDOW agrees to process permits in an expedient manner fez., 72 -hour turnaround time). Conditions of Approval attached to this agreement shall be applied to all Form las associated with this WMP which are submitted by MOC to the Colorado Oil and Gas Conservation Commission. This agreement Is transferrable to another operator upon agreement with CDOW. By: )44 M. J. Suek Piceance Operations Manager Marathon Oil Company By: (-77 6(ficod Ron D. Velarde CDOW NW Regional Manager Date: Q3 - !6 - /0 to'?/ ,`�