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HomeMy WebLinkAbout1.01 Supplemental Application Materials.P� 1ENERGY PARTNERS July 1, 2020 Garfield County Community Development Department Attn: Patrick Waller, Senior Planner 108 8th Street, Suite 401 Glenwood Springs, CO 81601 pwaller@garfield-county.com TEP Rocky Mountain LLC 1058 County Road 215 Parachute, CO 81635 RE: Response to Completeness Review for the Kokopelli Compressor Station Land Use Change Permit (GAPA-04-20-8785) Dear Patrick, This letter is intended to respond to your Completeness Review for the Kokopelli Compressor Station (GAPA-04-20-8785) letter received May 13, 2020, and in response to our land use change application. As outlined in the completeness letter, Garfield County has requested clarification and additional information to satisfy determination of technical completeness. The following items are in response to your request: Authorization Items 1. The completeness letter requests an authorization letter from Jolley Mesa LLC to authorize TEP Rocky Mountain LLC and myself (Bryan Hotard) to act on its behalf. Please find attached an updated Statement of Authority that authorizes both TEP Rocky Mountain LLC and myself to act on behalf of the surface owner, Jolley Mesa LLC. 2. Garfield County also requested an up-to-date authorization, which is included in the attached updated Statement of Authority. 3. Per your request, please find attached the completed Mineral Research form. 4. The letter agreement between Williams and TEP Rocky Mountain LLC ("TEP"), dated November 1, 2018 is a waiver authorized by Williams that allows TEP to install and operate Straddle Compressors under the current Gathering Agreement, which otherwise specifies Williams has first rights to install and operate compression. The term "Straddle Compression" in this letter refers to two (2) proposed booster compressors, the Kokopelli Compressor and South Rulison Compressor, which are planned for future installation. In addition to granting TEP authorization to construct and operate two (2) Booster Compressors (straddle compression), "Exhibit 1" attached to the letter identifies the locations of the proposed locations. With respect to the Kokopelli Booster Compressor, "Exhibit 1" identifies and authorizes the location as "Near WFS Dry Hallow Interconnect location" which is the existing Williams pad in the SE1/4SE1/4 of Section 20, Township 6 South, Range 91 West, 6th P.M., and is the location this project is proposed to be constructed. The letter agreement is attached to this letter for reference. Page 1 of 2 Access 5. Please find attached a revised Site Access Map identifying the right-of-way easements that are used to access the site. 6. Please find attached a letter from Fox Engineering Solutions, Inc. updating the Roadway Waiver request and providing additional information about traffic impact on the private road access to the compressor site. This updated informant is intended to confirm the access road meets the requirements of the Garfield Land Use and Development Code outlined in Table 7-107 for a Primitive/Driveway access and satisfy the waiver request. 7. The requested current Road Use Maintenance Agreement is attached, please note the monetary sections of the agreement have been redacted. Noise Study 8. As noted in the completeness review letter, the Noise Study conducted in 2014 utilized a Caterpillar 3516E rather than the Caterpillar G3516J. The upgrade for the J engine was primarily to improve the cooling system and has no impact on noise output. The engine parts included in the conversion include dual layer exhaust manifolds, water-cooled exhaust elbow, turbo shielding, hardware and brackets, and upgraded water lines and gaskets. 9. As stated in the noise study, the anticipated noise levels are between 35.1 dbA and 52.8 dbA. However, as required by the noise standards and stated in the application, the addition ofahospital grade muffler planned for the new installation is anticipated to bring noise levels to 47.2 dbA. Please see the attached information from EMIT in support of the anticipated noise levels. We are hopeful our responses above address the topics identified in the initial Completeness Review, and the County can finalize review and schedule the Director's Decision. Please let me know if there is any additional clarification or information you require; I can be reached at 970- 263-2754 (0) or 970-361-2006 (C). Sincerely, Bryan S. Hotard Surface Land Lead TEP Rocky Mountain LLC Page 2 of 2 SHORT,CARL MICHAEL WARD, _ tkl- °,4'"‘ .— !Pi': KENNETH & 0 ill101 t;k CLAUDIA CLIN, SHARON T & BRIT C 6S 92W CARNAHAN, DUS&' CHAk3R(;..,.. BUREAU • -OF LAND MANAGEMENT ROTH, JAMIE & CHANDLER 1078 JolleyyMesa LLC Easement' ROAD '; Receptioc #772664 335 LLC bNR F LAND MANAGEMENT o4 ITAO, GARY M 1-- KAUFMAN, DONALD J & DANAJ DALEY, FRANK & SHEILA DALEY, FRANK Legal Description: T6S R92W, Section 13, SWSE, SESE, NESE T6S R91 W, Section 18, NWSW, SWNW, SENW, SWNE, SENE Section 17, SWNW, NWSW, NESW, SESW, S WS W, SWSE Section 20, NWNE, NENE, SENE, NESE, SESE Section 21, NWSW DALEY, FRANK & SHEILA • S �// ANSON ROGER LLEY SA LLC Jolley Mesa LLC Easement Reception #772664 Kokopelli Compressor Location JOLLEY MESA LLC BUREAU OF LAND MANAGEMENT TER ENERGY PARTNERS Legend • Compressor Location Kokopelli Compressor Access Route (Approx. 4.13 Miles) Road (from Garfield County) Existing Road Parcel Ownership (from Garfield County) Kokopelli Compressor Location Site Access Map May 21, 2020 S 0 1,000 2,000 4,000 Feet T:\Projects\Piceance\Kokopelli\Kokopelli Compressor Station\SiteAccessMap.mxd ATankersley 5/21/2020 3:28:46 PM From: Jesse Stinson To: Ken Juran Cc: Gabe Wilkins; Jeff Kirtland Subject: RE: Housing Information Date: Wednesday, June 26, 2019 11:29:42 AM Ken, With the Hospital Grade option, yes you will be below the 50 dBA at 350ft. With the current, Critical Grade, housing we will only be able to guarantee the sound level 60.5 dBA at 350ft. Regards, Jesse Stinson Applications Engineer http://www.emittechnologies.com 0: (307)675-5081 Physical Address 11470 Sugarland Drive Ste 31 Sheridan, WY 82801 EMIT Technologies, Inc. Mailing Address: P.O. Box 6785 I Sheridan, WY 82801 Main: 307-673-0883 From: Ken Juran [mailto:kjuran@terraep.com] Sent: Wednesday, June 26, 2019 9:56 AM To: Jesse Stinson <jstinson@emittechnologies.com> Cc: Gabe Wilkins <GWilkins@terraep.com>; Jeff Kirtland <JKirtland@terraep.com> Subject: RE: Housing Information So - - from your table - - our current system should be well below 50 dB at 350'? From: Jesse Stinson <istinsonPemittechnologies.com> Sent: Wednesday, June 26, 2019 10:48 AM To: Ken Juran <kjuran@terraep.com> Cc: Gabe Wilkins <GWilkins@terraep.com>; Jeff Kirtland <JKirtland@terraep.com> Subject: RE: Housing Information Good morning Ken, I have attached a couple of Sound Data Tables to show the Silenced Exhaust Sound Pressure Level we will guarantee at 350ft. I have created a sound data table for each the Critical Grade housing (current housing) as well as our Hospital Grade housing (next highest silencing grade). I have also attached a quote for the Hospital Grade housing required. I have included pricing for the Cradle Frame as well as nuts/bolts/gaskets to get this housing installed. Drawing of the equipment quoted can be found at the end of the quote for your reference. Lead time for this housing will be 2 weeks to ship upon receipt of an order. I hope this helps. Let me know if you have any questions. Regards, Jesse Stinson Applications Engineer http://www.emittechnologies.com 0: (307)675-5081 Physical Address 11470 Sugarland Drive Ste 31 Sheridan, WY 82801 EMIT Technologies, Inc. Mailing Address: P.O. Box 6785 1 Sheridan, WY 82801 Main: 307-673-0883 EMIT) SOUND DATA TABLE Engine Make: CATERPILLAR Engine Model: G3516J Engine Speed (RPM): 1260 Engine Power (hp): 1242 Silencer Type: Hospital Grade Distance of Interest (ft): 350 1470 Sugarland Drive Ste 3, Sheridan, WY 82801 Phone: 307.673.0883 I Fax: 307.673.0886 Octave Band Center Frequency Hz 31.5 63 125 250 500 1000 2000 4000 8000 Totals Unsilenced Exhaust Sound Power Level dB 0.0 0.0 124.1 115.9 112.9 117.5 123.5 125.2 125.0 131.0 Unsilenced Exhaust Sound Power Level W 0.0 0.000 2.584 0.385 0.194 0.567 2.250 3.311 3.157 Hemispherical Divergence dB 48.9 48.9 48.9 48.9 48.9 48.9 48.9 48.9 48.9 Unsilenced Exhaust Sound Pressure Level (350 ft) dB 0.0 0.0 75.3 67.0 64.0 68.7 74.7 76.3 76.1 82.1 dB(A) 0.0 0.0 59.2 58.4 60.8 68.7 75.9 77.3 75.0 81.3 Insertion Loss of Hospital Grade Silencer dB 15.0 30.0 47.0 50.0 45.0 38.0 33.0 34.0 35.0 Silenced Exhaust Sound Pressure Level (350 ft) dB 0.0 0.0 28.3 17.0 19.0 30.7 41.7 42.3 41.1 46.7 dB(A) 0.0 0.0 12.2 8.4 15.8 30.7 42.9 43.3 40.0 47.2 www.emittechnologies.com CERTIFICATION OF MINERAL OWNER RESEARCH This form is to be completed and submitted with any application for a Land Use Change Permit. Mineral interests may be severed from surface right interests in real property. C.R.S. § 24-65.5-101, et seq, requires notification to mineral owners when a landowner applies for an application for development from a ocaA g_ve-rnmint. As such, the landowner must research the current owners of mineral interests for the property. The Garfield County Land Use and Development Code of 2013 ("LUDC") Section 4-101(E)(1)(b)(4) requires written notice to owners of mineral interests in the subject property in accordance with C.R.S. § 24-65.5-101, et seq, "as such owners can be identified through the records in the office of the Clerk and Recorder or Assessor, or threugh other means." This form is proof of applicant's compliance with the Colorado Revised Statutes and the LUDC. The undersigned applicant certifies that mineral owners have been researched for the subject property as required pursuant to C.R.S. § 24-65.5-101, et seq, and Section 4-101 (E)(1)(b)(4) of the Garfield County Land Use and Development Code, as amended. As a result of that research, the undersigned applicant certifies the following (Please initial on the blank line next to the statement that accurately reflects the result of research): I own the entire mineral estate relative to the subject property; or 21—. Minerals are owned by the parties listed below The names and addresses of any and all mineral owners identified are provided below (attach additional pages as necessary): Name of Mineral Owner Richard and Mary Jolley Family LLLP Mailing Address of Mineral Owner 832 Canyon Creek Drive, Glenwood Springs, CO 81601 I acknowledge I reviewed C.R.S. § 24-65.5-101, et seq, and I am in compliance with said statue and the LUDC. Applicant's Signature Date May 14, 2020 Community Development Attn: Mr. Patrick Waller 108 8th Street, Suite 401 Glenwood Springs, Colorado 81601 RE: Statement of Authority Kokopelli Compressor Garfield County, Colorado Dear Mr. Waller, This letter authorizes TEP Rocky Mountain LLC ("TEP") and Bryan S. Hotard, who is the Attorney -in -Fact for TEP, to represent me in the submittal and processing of the required Garfield County Land Use Change and associated building permits for the Kokopelli Compressor located in the SE%SE% of Section 20, Township 6 South, Range 91 West, 6th P.M. Sincerely, Jolley Mesa LLC By: Nam Ke tJolley Title: Manager TERiA November 1, 2018 Williams Field Services Company, LLC One Williams Center MD WRC3-7 Tulsa, OK 74172 (918) 573-5569 Attention: Dennis Widowski Re: Waiver Letter regarding Amended and Restated Gas Gathering, Processing, Dehydrating and Treating Agreement dated August 1, 2011, by and between Williams Field Services Company, LLC ("Williams") and TEP Rocky Mountain LLC (fka WPX Energy Rocky Mountain, LLC) ("TEP" and, together with Williams, the "Parties"), as amended (the "Gathering Agreement"); Compressors Dear Dennis: TEP is considering the installation and operation by TEP of one or more compressors upstream of the Kokopelli Pipeline and on other gathering pipelines owned by TEP that are described in Exhibit 1 (the "2018 Straddle Compressors"). This letter agreement (this "Letter Agreement") sets forth an agreement between the Parties related to the Gathering Agreement. All capitalized terms used herein, but not defined herein, shall have the respective meanings given to such terms in the Gathering Agreement. 1. Williams hereby (a) waives the rights of Williams, under Section 2.7 of the Gathering Agreement, with respect to the installation and operation of the 2018 Straddle Compressors by TEP and any use of Shipper's Gas by TEP for such operation, and (b) agrees that TEP may (but shall not be under any obligation to) install and operate, at its sole cost and, except to the extent otherwise provided in the Gathering Agreement, its sole liability, any 2018 Straddle Compressors and use Shipper's Gas to start-up and fuel such 2018 Straddle Compressors. This Section 1 shall not apply to any compressor that is not the 2018 Straddle Compressors. 2. The Parties intend, by entering into this Letter Agreement, to only provide certainty that TEP may, at its election, install and operate the 2018 Straddle Compressors, and use Shipper's Gas to start-up and fuel such 2018 Straddle Compressors, without breaching the Gathering Agreement. As such, except as expressly, and for the limited purpose, provided in Section 1, (a) none of this Letter Agreement or any action or inaction by either Party in connection with the installation or operation of the 2018 Straddle Compressors, or the use of Shipper's Gas for such operation, has (i) modified, amended, or waived, or may be used to interpret, or shall modify, amend, waive or be used to interpret, any right or obligation under the Gathering Agreement (including, without limitation, any right or obligation to provide any other compression or other gathering service thereunder or whether any consent from Williams is required under the Gathering Agreement), or has established or shall establish any precedent related to the interpretation of, or shall be used to seek or justify similar terms under, the Gathering Agreement Terra Energy Partners LLC 4828 Loop Central Drive, Suite 900 Houston, Texas 77081 TERFIA or (ii) been or shall be an admission or a waiver of any fact or circumstance with respect to, or any right or obligation under, the Gathering Agreement (including, without limitation, any right or obligation to provide any other compression or other gathering service thereunder or whether any consent from Williams is required under the Gathering Agreement), and (b) the Gathering Agreement shall remain in full force and effect. 3. This Letter Agreement shall be interpreted, construed, and governed by the laws of the State of Colorado, without regard to choice of law principles thereof. This Letter Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original and such counterparts together shall constitute one instrument. Sincerely, TEP ROCKY MOUNTAIN LLC By: Name: Bruce Chrisman Title: VP Midstream & Marketing Acknowledged and agreed as of the date of this Letter Agreement: WILLIAMS FIELD SERVICES COMPANY, LLC By: Name: Glen G. Jasek Title: VP/GM Piceance Terra Energy Partners LLC 4828 Loop Central Drive, Suite 900 Houston, Texas 77081 TERFIA Exhibit 1 Kokopelli Compressor Purpose: Straddle compression to boost Kokopelli production upstream of current CDPs Proposed location: Garfield County, Colorado T6S, R91W, Section 20, SE quarter Near WFS Dry Hollow Interconnect location South Rulison Compressor Purpose: Straddle compression to boost South Rulison production upstream of current CDPs Proposed location: Garfield County, Colorado T6S, R94W, Section 28, SE quarter Near RMV 34-28 Pad location Terra Energy Partners LLC 4828 Loop Central Drive, Suite 900 Houston, Texas 77081 Fox Engineering Solutions, Inc. June 26, 2020 Adam Tankersley Planning/GIS TEP Rocky Mountain LLC 1058 County Road 215 Parachute, CO 81635 Re: Kokopelli Compressor Section 7-107 Access & Roadways, Garfield County Land Use and Development Code SE'/4 Section 20, Township 6 South, Range 91 West, 6th P.M, Garfield County, CO Dear Mr. Tankersley, As follow-up to our original letter report, dated May 24, 2019, to address the issue of adequacy of the road access to the proposed Kokopelli Compressor site, Fox Engineering Solutions, Inc. (FES) has prepared additional information detailing total traffic on the private road to access the compressor site. Under a Road Use and Maintenance Agreement, dated November 2, 2011, three operators share use and maintenance of the private road for access to their respective oil and gas well pads. These operators now include TEP Rocky Mountain, Ursa Operating Company and Grizzly Energy. The oil and gas fields accessed from the subject private road have been fully developed and no future drilling operations are anticipated. Road access is limited to routine well pad maintenance activities. Additionally, the road is used by the Jolly family to access their property's hunting cabin. FES contacted all three operators to obtain road use data and determine the total average daily traffic (ADT). The estimated ADT from their oil and gas activities equates to a total of 20. Based on periodic and limited access by Jolly, there is no ADT contribution from Jolly use. Total ADT for the private road is estimated to be 20. Based on this ADT, the existing private access road meets the requirements of the Garfield County Land Use and Development Code outlined in Table 7-107 for a Primitive/Driveway access. If you have any questions or need additional information, please let us know. Respectfully submitted, David Fox, P.E. Fox Engineering Solutions, Inc. P.O. Box 413 Fruita, CO 81521-0413 Ph: (970) 250-5505 Email: coloradofox@bresnan.net ROAD USE AND MAINTENANCE AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into effective as of the 2"d day of November, 2011, by and between Antero Resources Piceance Corporation ("Antero"), with an address of 1625 17th Street, Suite 300, Denver, CO 80202, Dejour Energy (USA) Corp. ("Dejour") with an address of 4101 17th Street, Suite 1000, Denver, CO 80202, and WPX Energy Rocky Mountain, LLC ("WPX" or "Operator"), formerly known as Williams Production RMT Company LLC, with an address of 1058 County Road 215, Parachute, CO 81635. Antero and Dejour are sometimes herein referred to collectively as "Non -Operators." Operator and Non - Operators are sometimes referred to individually as a "Party" and collectively as the "Parties." RECITALS Whereas, the Parties each own certain oil and gas leases, wells, pipelines, gathering systems, easements, rights -of -way, and other interests in real property which the Parties access by the use of the McLin Road ("Road") depicted as the black dashed line on the map attached as Exhibit "A"; Whereas, the Parties each have a non-exclusive access easement from Brit C. McLin, Sharon T. McLin, and Midnight Star Breeders LLC; Whereas, beginning 2010, Antero and WPX, or their predecessors in interest, entered into various surface use agreements ("Agreements") which governed the construction, maintenance and use of the Road; Whereas, various costs were incurred by the Antero and WPX in regard to the construction and improvement of the Road; Whereas, Antero has an exclusive easement from the Dixon Water Foundation ("Dixon ROW") located in the SE/4 Section 13, T6S, R92W. The Dixon ROW is shown in Exhibit "B"; Whereas, Antero and WPX entered into that certain Road Use and Maintenance Agreement dated April 1, 2011, acknowledging that Antero and WPX have continued to improve, repair and maintain the Road to the benefit of each other, that WPX will continue to hold primary responsibility to repair and maintain the Road so long as the April 1, 2011 Agreement is in full force and effect, and that WPX and Antero will share the maintenance costs thereof according to the formula set forth in the April 1, 2011 Agreement; Whereas, the Parties entered into the that certain Term Access Agreement dated effective November 2, 2011 whereby Dejour was granted a term license to utilize the Road to access and develop certain oil and gas leases, wells, pipelines, gathering systems, easements, rights -of -way, and other interests in real property; Whereas, the Parties desire to terminate and supplant that certain Road Use and Maintenance Agreement dated April 1, 2011 and enter into this Agreement whereby Antero grants to WPX and Dejour a non- exclusive license to use the Dixon ROW, acknowledging that Antero and WPX have continued to improve, repair and maintain the Road to the benefit of the Parties, that WPX will continue to hold primary responsibility to repair and maintain the Road so long as this Agreement is in full force and effect, and that the Parties will share the maintenance costs thereof according to the formula set forth in this Agreement; and, Whereas, the Parties desire to set forth their understanding concerning their joint use, maintenance, and operation of the Road. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Grant. The Road is herein defined as commencing at County Road 311 and ending at the entrance to the McLin C Pad. The Road as defined herein consists of two segments, the "Dixon Foundation Segment" and the "McLin Segment". Antero owns the exclusive right-of-way associated with the Dixon Foundation Segment. To the extent permitted by the Dixon Right of Way easement grant from the Dixon Foundation to Antero, Antero grants to WPX and Dejour, individually, a non-exclusive license to use the Dixon ROW as it pertains to use of the Road. Page 1 of 10 Each Party shall be individually responsible for determining whether the existing rights -of -way and other applicable agreements are sufficient to allow it to use the Road other than the Dixon ROW, and for obtaining any additional rights -of -way necessary to enable it to use the Road. Antero's grant of this license to use the Dixon ROW is limited to WPX and Dejour, their employees, contractors, and subcontractors, is not assignable, and shall be limited to the purposes of ingress and egress for oil and gas exploration and production on WPX or Dejour leasehold and purposes incident thereto. The grant of license to use the Dixon ROW shall terminate upon termination of this Agreement. Additionally, the grant of license to use the Dixon ROW shall terminate as to WPX or Dejour when that party withdraws from this Agreement or is deemed in default, as provided herein. At termination, said Party's rights to use or rely upon grants from other Parties shall expire. The Parties shall use the rights granted above with due regard for the rights of others and shall not use the Road in any way that will impair the rights of others. The rights granted herein with respect to WPX are not intended to be duplicative of or in addition to those rights granted to WPX in the April 1, 2011 Agreement. WPX hereby assigns and quitclaims those rights and privileges obtained by, through and under the April 1, 2011 Agreement to Antero. 2. Independent Rights to Use the Road. Each Party represents that it has all necessary rights to use the Road pursuant to a lease, surface use agreement, access agreement, easement, right-of-way or other agreement, and is not relying on rights that the other Party holds except as expressly stated herein. Each Party is solely responsible for compliance with the terms of such instruments, including making all payments due thereunder. It is agreed and understood that each Party hereto shall be individually responsible for determining whether said existing rights -of -way or other agreement is sufficient for its use of the Road and for obtaining any additional rights -of -way necessary to enable it to use the Road. Each Party shall release and protect, defend, indemnify and hold the other Parties harmless for any claims, liabilities, or damages arising from a breach by the indemnifying Party of any such applicable surface use agreement, easement, right-of-way, or other agreement pertaining to the indemnifying Party's use of the Road or a claim that the indemnifying Party's use of the Road constitutes trespass or other tort. 3. Operations. WPX shall be designated as Operator, and Antero and Dejour shall be Non -Operators. Subject to the terms and conditions of this Agreement, Operator shall be responsible for repair and maintenance of the Road and will undertake to repair and maintain the Road to the extent reasonable and necessary in compliance with the standards and requirements of the governing regulatory agencies. Operator's third party expenses for repairing and maintaining the Road shall consist of all reasonable and necessary expenses of every kind and nature and shall include, but not be limited to, the following costs: filling of holes, resurfacing, grading, construction and installation of drain culverts, removal of debris and obstructions, cleaning, snow removal, security and signage. Page 2 of 10 7. Resignation of Operator. Should Operator go into default or, at its election, resign from the role as Operator of this Agreement, this Agreement will immediately terminate, subject to the survival of portions of this Agreement as set out herein. 8. Extensions of the Road. It may be necessary for a Party to extend the Road or build lease roads off the Road. If a Party does either of the foregoing, it shall be solely responsible for all of the costs of the extension or lease roads, and for obtaining any necessary additional surface owner permission. In the event such an extension or additional lease road is constructed, the Parties shall, promptly meet and agree upon new sharing ratios reflecting the new usage of the Road. 9. Safety. Should any Party have safety concerns regarding the Road, that Party shall present those safety concerns to the Operator. if the Parties determine that the safety concerns need to be addressed by having upgrades, maintenance or other measures undertaken, then any such upgrades, the Operator shall undertake such maintenance or other measures as are determined to be necessary, and the Parties shall pay their proportionate share of the expense using the Sharing Ratios. 10. Not a Joint Venture. Nothing contained herein shall be construed as establishing a joint venture between the Parties. 11. Indemnity. Each Party shall release and protect, indemnify, defend and hold harmless the other Party or Parties from (1) any damages or liabilities for damage to or loss of property or injury to or death of persons, or (ii) any claims, liabilities, fines, or damages, including without limitation environmental and operational claims, liabilities, fines, or damages, in either case under sub -items (i) or (ii) arising from that Party's negligent acts or omissions in connection with use of the Road, including use, acts or omissions by each Party's employees, contractors, subcontractors, and invitees. These indemnity obligations of this Section 11 shall survive termination of this Agreement for three (3) years. 12. Insurance. Each Party shall maintain or cause to be maintained in full force and effect the following insurance coverage while this Agreement is in effect: a. Commercial General Liability insurance, including bodily injury and property damage with minimum limits of $1 million each occurrence and a minimum annual aggregate, if any, of not less than $2 million for bodily injury and property damage combined. Coverage shall include without limitation Blanket Broad Form Contractual Liability, Products and Completed Operations, Broad Form Property Damage (including Completed Operations), Pollution Liability (Sudden and Accidental), Premises and Operations, Independent Contractor's Contingent Liability, Personal Injury Liability (with deletion of the exclusion for liability assumed under agreement); b. Automobile Liability insurance, including bodily injury, property damage, for all owned, hired and non -owned, rented and leased automotive equipment that may be used on the Road by a Party, in the amount of $1 million combined single limit or equivalent; Page 3 of 10 c. Workers' Compensation insurance, including Occupational Disease Coverage, as may be required by the laws of the State(s) where the Road is located (and/or in which services in connection with the Road are performed) and in which the Party is domiciled. The Party expressly agrees to comply with all provisions of the Workers' Compensation Laws of such State(s); and Employers Liability insurance, including Occupational Disease Coverage: (a) bodily injury by accident (each accident) $1 million, (b) bodily injury by disease (each employee) $1 million, and (c) bodily injury by disease (policy limit) $1 million. As respects the risks and liabilities assumed by each Party under this Agreement, each Party agrees that insurance policies required under a. above shall include (a) the other Parties as additional insured on a broad form basis (and not be restricted to "ongoing operations"), (b) be primary and not excess to or contributing with any insurance or self-insurance maintained by or providing any coverage in favor of the other Parties, and (c) include a waiver of subrogation in favor of the other Parties. Each Party shall endeavor to notify the other Parties thirty (30) days prior to termination or non -renewal of above policy. Upon request, each Party shall furnish an insurance certificate to the other requesting Party evidencing that the requirements contained in this Paragraph have been satisfied. Acceptance of a non -conforming insurance certificate shall not be deemed to be a waiver of any of the insurance requirements under this Paragraph, and the non -conforming Party shall remain liable for satisfying the insurance requirements provided therein. 13. Punitive and Consequential Damage. Each Party waives and releases for itself all claims against the other Parties for punitive, exemplary, indirect or consequential damages arising under this Agreement and the use of the Road. For purposes of this Agreement, "indirect or consequential damages" include, but are not limited to, loss of revenue, loss of profit, production delays, and losses resulting from the failure to meet other contractual commitments or deadlines. This waiver and release shall not apply to such damages awarded to a third -party for a claim for which any of the Parties agreed to indemnify the other Party or Parties under this Agreement. 14. Expenses. Each Party hereto shall pay its own expenses incident to the preparation and execution of this Agreement. 15. Changes; Waiver. No change or modification of this Agreement shall be valid unless the same is in writing and signed by each Party hereto. No waiver of any provisions of this Agreement shall be valid unless in writing and signed by the person against who sought to be enforced. The failure of any Party at any time to insist upon strict performance of any condition, promise, agreement or understanding set forth herein shall not be construed as a waiver or relinquishment of the right to insist upon strict performance of the same or any other condition, promise, or obligation under this Agreement at a future time. 16. Severability. In case any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 17. Headings. The headings and subheadings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of the Agreement. 18. Governing Law. It is understood and agreed that the construction and interpretation of this Agreement shall at all times and in all respects be governed by the laws of the State of Colorado. 19. No Third -Party Beneficiaries. Nothing in this Agreement, expressed or implied, is intended to confer upon any person or entity, other than the Parties hereto, and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. 20. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument representing the Agreement between the Parties. 21. Entire Agreement. This Agreement contains the entire agreement and understanding of the Parties with respect to the Road and supersedes, cancels and terminates any prior understanding, either oral or written, Page 4 of 10 express or implied, as to the Road which may be in place between the Parties but shall not supersede any prior agreements between the Parties and the owners of the land where the Road is located. 22. Force Majeure. All express or implied covenants of this Agreement shall be subject to all Federal and State laws, executive orders, rules or regulations, and neither Party shall be held liable in damages for failure to comply herewith, nor shall compliance be required if compliance is prohibited by any such law, order, rule or regulation. 23. Dispute Resolution. In the event any dispute or claim arises between the Parties as to excess damage or wear provided for in Section 5, or the interpretation of, or compliance with this Agreement, the Parties shall first attempt in good faith to mediate their dispute or claim with a mutually acceptable mediator. In the event the parties are unable to resolve their dispute or claim through good faith mediation the Parties shall submit their dispute or claim to binding arbitration pursuant to the rules then effect of the American Arbitration Association; provided, however, each Party shall select one arbitrator and the two arbitrators shall then select the third arbitrator who shall have at least five years experience as a judge. Each Party shall bear the costs of the arbitrator selected by him, her or it and their other arbitration costs, but the Parties shall share equally the fees and out-of-pocket costs associated with the third arbitrator. In the event that the dispute includes all three Parties, the two plaintiff parties or defending parties, as the case may be, shall collectively select one arbitrator and the foregoing process shall apply. 24. Successors and Assigns. This Agreement is not assignable by WPX or Dejour, except with the written consent of Antero which may not be unreasonably withheld. Should an assignment be approved by the Parties, this Agreement shall be binding on the Parties and their respective successors and assigns. Corporate actions such as name changes and mergers shall not be deemed an assignment under this Agreement. 25. Term; Termination. This Agreement may be terminated by Antero in its sole discretion with 15 day prior written notice. On termination, the Parties will reconcile outstanding cost sharing accounts within 60 days of termination. Should with WPX or Dejour still be utilizing the road at the time of termination of this Agreement, Antero shall grant WPX and Dejour, as the case may be, a separate license so that they may continue to use the Dixon ROW. In the event that Antero does not choose to unilaterally terminate this Agreement, this Agreement shall terminate at such time that there is only one party utilizing the Road; provided, however, in the event WPX or Dejour, or their respective successors and assigns, are continuing to use the Road to access oil and gas leases, wells, pipelines, gathering systems, easements, rights -of -way and other interests in real property after this Agreement terminates, then Antero, or its successors and assigns, to the extent it is permitted by the Dixon ROW, shall grant to WPX or Dejour, or their successors and assigns, a non-exclusive license to continue to use the Dixon ROW as it pertains to the use of the Road. Notwithstanding the termination of this Agreement, the indemnity provisions and other provisions intended to survive termination will remain in effect. 26. Recording. This Agreement shall not be recorded; however, a Memorandum of this Agreement may be filed by a Party in the appropriate county records. IN WITNESS WHEREOF, all Parties have executed this Agreement the day and year first written above. Antero Resou ices Piceance Corporation By: Name: Kevin�Kilstrom Title: Vice resident WPX Energy Rocky Mountai By: Name: B n Hd rd Title: Field Land Team Lead Dejour Energy (USA) Corp. By:, Name: Harrison F. Blacker Title: President Page 5 of 10 EXHIBIT 11A" Approximate length of existing Antero built road is 2,095 feet, Approximate length of existing WPX built road is 2,214 feet. Total length of road is approximately4,309 feet. Ill" '. y�wN ...N / , �1 i..- ; ' .�tt,, �a. ¢r, ? f"14:'775'1�?3,1r riP w w�..Aoe•0.J K..` 4 i�Cir'e:'iP a ►t:'oiaVo .. :'f* �' ' .•.t..e.,. ....tN Vi f-en P 7 1f Legend Existing Road Parcel O+nnership (from Garfield County) Antero Built E tasting Road \Mlliams Built Existing Road TAP raectlPICW1!{opeunitoa 1 Atte p_LICLII RoaeSlaAegRgreemelDi lAcLIIV/g Remeltmx0 I knack 3.220111203:16 Pt1 OM MI VVPX Energy Rocky Mountain, LLC Road Use and Maintenance Agreement Page 6 of 10 EXHIBIT "B" Approximate length of existing road on Dixon surface is 134 feet Legend • • ■ - Existing Road on Dixon Surface Existing Road Parcel Ownership (from Garfield County) T.'P roteoty lOYft%ope iv l Qaal Atto_Ilctlt Roadsta ntgAgreeme I I) 1 Dtfo Mg teemeltmxd 'Moods 3/IR01t331:40 itl WPX Energy Rocky Mountain, LLC Dixon Surface Road Use and Maintenance Agreement Page 7 of 10