CITY COUNCIL AGENDA MEMORANDUM

Transcription

1 City and County of Broomfield, Colorado CITY COUNCIL AGENDA MEMORANDUM To: Mayor and City Council From: Charles Ozaki, City and County Manager Prepared by: Kevin Standbridge, Deputy City and County Manager Kristan Pritz, Open Space and Trails Director Tami Yellico, Deputy City and County Attorney Meeting Date Agenda Category Agenda Item # November 13, 2012 Council Business 9 ( i ) Proposed Resolution No A Resolution Approving the Surface Use Agreement, Letter Agreement, Agreement Concerning Certain Mineral Rights, Agenda Title: and Conditions of Permit Approval Concerning Mineral Interests Associated with the Broomfield Reservoir Property Located West of Lowell Boulevard and South of the Northwest Parkway Summary Broomfield s Water Master Plan identifies the need for a new potable water storage reservoir for its potable water system to meet future demand. One of the City Council s 2012 priorities is to pursue this storage reservoir. City Council approved the purchase of approximately 521 acres of property known as the Hoopes property in May 2005 for the completion of Sheridan Boulevard to the Northwest Parkway; construction of a water storage reservoir; and completion of recreation, parks, open space and trails improvements around the reservoir. The northern half of the Hoopes property, Parcel 1, which is approximately 335 acres, was purchased expressly for the purpose of constructing the reservoir and associated educational and recreational facilities, as depicted in the attached picture ( Reservoir Site ). City Council approved the contract for the design and master plan of the Broomfield Reservoir in March Certain Anadarko entities own all of the oil, gas, and associated hydrocarbons that underlie the Reservoir Site. Noble Energy, Inc. ("Noble") owns the oil and gas leasehold interest for the Reservoir Site that is derived through Anadarko E&P and United State Exploration Inc., a predecessor company to Noble, which had drilled the Livingston 43-7 well on the Reservoir Site prior to the City s purchase. Under Colorado oil and gas law, the Reservoir Site contains drilling sites and windows. It is in the best interest of Broomfield s potable water system for these well sites to be constructed away from the Reservoir Site with appropriate environmental protection. Proposed Resolution No would approve settlement agreements necessary for settlement of issues associated with the oil and gas development on the Reservoir Site to allow the drinking water reservoir to move forward. The proposed settlement includes limiting the oil and gas development to two areas on the perimeter of the Reservoir Site called the North Location and the Livingston Location as depicted in the picture above, provides for payment to Noble of $500,000 for 11 well locations that would be available for drilling windows under current Colorado Oil and Gas Conservation Commission regulations, and a payment to Anadarko Entities of $50,000 for the quit claim deed to Broomfield of all other hard rock minerals owned on the Reservoir Site. Prior Council Action Resolution approving purchase of the Hoopes property Resolution approving a consulting agreement with MWH Americas, Inc. to provide engineering design and a master plan for the Broomfield Reservoir Resolution approving a construction agreement with Flatirons Constructors, Inc. to build the Sheridan crossing Resolution Use by Special Review Permit approved by City Council for the Livingston 43-7 Well and facilities at the North Location Financial Considerations Funding in the amount of $550,000 for the settlement amount is included in the Amendment to the 2012 Budget proposed by Resolution No Proposed Actions/Recommendations Based on the above, it is recommended. THAT Resolution No be adopted. 9 (i) - Page 1

2 Proposed Resolution Agreements related to Broomfield Reservoir Page 2 BACKGROUND Broomfield Reservoir Broomfield has developed and updated a comprehensive water master plan over the last 20 years. There are three elements to the plan, which include: 1) a Treated Water Plan, 2) a Reuse Water Plan, and 3) a Raw Water Plan. The Plans are used as guides by Broomfield when new projects are proposed. The Treated Water Plan projects ultimate water system requirements needed at build-out using a model based on the land uses described in Broomfield s Comprehensive Plan. The model identifies when more water needs to be purchased, the timing of treatment plant expansions, when new water storage tanks need to be in service, and when new water transmission lines are needed. It includes plans for new storage reservoirs and shows when they need to be online to meet future system demands. Broomfield Reservoir has been identified as a project that is needed to meet future storage demands. Future peak day demands would be served from the proposed Reservoir. It is also proposed that the Reservoir be used for recreational, park, open space, and trail uses and facilities. In 2005, City Council approved the purchase of approximately 521 acres of property, known as the Hoopes property ("Hoopes Property") for $21,000,000. The Hoopes Property is generally located north of West 144 th Avenue, west of Lowell Boulevard, south of the Northwest Parkway, and east of the Wildgrass Subdivision. The Hoopes Property includes Parcel 1 of approximately 335 acres ("Reservoir Site") and Parcel 2 of approximately 186 acres as depicted on the vicinity map below. The purposes for which the Hoopes Property was purchased include the completion of Sheridan Boulevard to the Northwest Parkway; construction of a water storage reservoir; and construction of recreation, parks, open space and trails improvements around the reservoir. City Council approved the retention of MWH Americas, Inc. in February 2007 to provide engineering design and a master plan for the reservoir and the surrounding area. 9 (i) - Page 2

3 Proposed Resolution Agreements related to Broomfield Reservoir Page 3 City Council directed staff to continue designing a 5,000 acre feet reservoir on April 8, City Council directed staff on January 17, 2012 to consider the design of a 1,500 acre feet reservoir. Oil & Gas Interests at the Reservoir Site Anadarko E&P Company LP, formerly known as Union Pacific Resources Company and Anadarko Land Corporation ( Anadarko Entities ) together own all of the oil, gas, and associated hydrocarbons that underlie the Reservoir Site. Noble Energy, Inc. ("Noble") owns an oil and gas leasehold interest in the Property that is derived through Anadarko E&P and United State Exploration Inc., a predecessor company to Noble, which had drilled the Livingston 43-7 well on the Reservoir Site prior to the City s purchase. Staff has been in negotiations with representatives of Anadarko and Noble for a number of months in order to determine the terms of a settlement agreement that would allow the coexistence of the City s use of the majority of the surface estate as a water reservoir and allow the Anadarko Entities and Noble to access the underlying oil and gas estate that they own. When the City purchased the Hoopes Property, there were two existing oil and gas wells. The Livingston 43-7 well was an abandoned well on Parcel 1 and the Hellerstein 2-18 well is and remains an operating well on Parcel 2. The Hellerstein 1-18 was plugged and abandoned before Broomfield purchased the Hoopes Property. Currently, Colorado Oil and Gas Conservation Commission (COGCC) rules would allow for 12 drilling windows to access minerals spaced across the Reservoir Site on Parcel 1, which as noted is approximately 335 acres. Early on, staff determined through McCartney Engineering LLC ("McCartney"), a consulting petroleum engineer, that the purchase of all of the mineral, oil, and gas interests associated with the Reservoir Site was cost prohibitive. Construction of wells on 12 drilling windows spread across the Reservoir Site would preclude the construction of the water reservoir. Staff focused its settlement efforts on limiting the oil and gas development on the Reservoir Site to no more than two oil and gas operations that would allow the reservoir project to proceed. The first location includes the existing Livingston No well and is called the Livingston Location. A second site that was determined to be feasible to use for accessing the oil and gas under the Reservoir Site was a location north of Sheridan Parkway, south of the Northwest Parkway, and west of Lowell Boulevard referred to as the North Location. The potential drilling windows are depicted in red, and the Livingston and North Locations, the two oil and gas operations areas, are shown in green in the graphic below. 9 (i) - Page 3

4 Proposed Resolution Agreements related to Broomfield Reservoir Page 4 With negotiations ongoing, Noble applied for and was granted by the City a Use by Special Review Permit that allowed for the reworking and operation of the Livingston No well at the Livingston Location and for oil and gas related facilities, but not wells, at the North Location. The Use by Special Review Permit was approved on May 24, The City requested a cost estimate from its consultant, McCartney Engineering, LLC, petroleum engineers, summarizing the costs associated with the 11 remaining drilling windows that would be allowed by Noble and Anadarko Entities under the COGCC rules. McCartney concluded that there was no assurance that Noble would drill all available locations under the COGCC rules, but thought that it was likely that some or most of the drilling locations would eventually be drilled. Broomfield benefits by removing the potential 11 additional drilling windows and limiting oil and gas development to the two proposed operations areas on the Reservoir Site as this will allow for the orderly development of the reservoir and associated recreational improvements in the future. McCartney s assessment included consideration of the operational difficulties that arise from directionally drilling wells and maintaining wellbores for distances under the Reservoir Site from the North and Livingston Locations. The McCartney opinion concluded that a proposed payment of $500,000 to Noble was reasonable for the relinquishment of 11 drilling windows and the increased drilling and maintenance costs to be incurred by Anadarko and Noble associated with drilling from only the North and Livingston Locations. Hard Rock Mineral Interests at the Reservoir Site The Anadarko Entities own the hard rock mineral rights under the Reservoir Site that include rights to minerals such as coal and gravel. Anadarko Entities proposed relinquishing all of their hard rock mineral rights by quit claim deed to Broomfield for $50,000. McCartney indicates the likelihood of Anadarko pursuing the mining of such 9 (i) - Page 4

5 Proposed Resolution Agreements related to Broomfield Reservoir Page 5 interests is unlikely and potentially uneconomical. However, McCartney's assessment is that without a hard rock mineral agreement, the future development of the surface could be compromised. It is McCartney's opinion that $50,000 to compensate for this property right is reasonable. City Staff Meetings with COGCC Staff City staff has had numerous meetings with COGCC staff. In November 2011, Broomfield staff met with COGCC staff and requested COGCC s staff recommendations for mitigation measures to protect the City s interest at the Reservoir Site for the North and Livingston Locations. City staff included COGCC mitigation recommendations and the indemnity and liability provisions recommended by environmental legal counsel in its February 2012 draft of the proposed settlement agreement. In August of 2012, Staff filed a well site designation application for the Reservoir Site that requested the COGCC designate the North and Livingston Locations as the two oil and gas operations areas for the Reservoir Site. Anadarko Entities and Noble filed a motion to dismiss that application. During a pre-hearing conference led by COGCC staff and attended by the Director of the COGCC, City staff and representatives of Anadarko Entities and Noble agreed to try and complete their negotiations. At the request of Anadarko Entities and Noble and with the concurrence of the COGCC staff, the City was asked to include its mitigation requirements for the North and Livingston Locations in a proposed COGCC order that could be approved and enforced by the COGCC. The mitigation measures are listed in the Proposed COGCC Well Site Mitigation Order section included in this memo. Anadarko Entities and Noble preferred having the mitigation requirements in a COGCC order rather than in the Surface Use Agreement with Broomfield. The Surface Use Agreement approach would have given Broomfield contractual enforcement rights of COGCC rules and requirements. The Anadarko Entities and Noble preferred to have COGCC enforce the mitigation requirements because the COGCC is the state agency charged with the authority to regulate mineral development. Update on Recent Meetings with Companies Since staff last met with City Council on the issues associated with the settlement negotiations, representatives of the Anadarko Entities became concerned that the proposed Surface Use Agreement only compensated the companies for the loss of 9 drilling windows in Section 7, but did not address the additional two drilling windows on the Reservoir Site in the northern portion of Section 18. The surface of the Reservoir Site in Section 18 is taken up in part by Sheridan Parkway and there is space for only one additional drilling window, even though COGCC rules would allow two additional drilling windows in this area. The compromise suggested was the expansion of the Livingston Location for additional wells that would allow drilling to the bottom holes below the drilling windows in Section 18. This solution would allow Broomfield 22.5% royalties from the three additional wells in the event the companies decide to drill these additional wells and the wells are productive. There is no increase in the dollar amount of the settlement. 9 (i) - Page 5

6 Proposed Resolution Agreements related to Broomfield Reservoir Page 6 Settlement Proposal and Documents As a result of recent meetings with Anadarko Entities and Noble representatives, a proposed settlement agreement is being brought to City Council for its consideration. In general, the settlement proposal allows for the following: 1) two oil and gas operations areas on the Reservoir Site; 2) payment of $500,000 to Noble for relinquishment of 11 drilling windows allowed by COGCC rules on the Reservoir Site; 3) payment of $50,000 to Anadarko Entities for purchase of hard rock mineral rights; and 4) extensive mitigation requirements enforceable by the COGCC at the North and Livingston Locations. Below is a summary of the settlement proposal documents. Surface Use Agreement Agreement between Anadarko Entities, Noble, and the City to resolve all issues associated with oil and gas drilling on the Reservoir Site. Provides that the only oil and gas operations areas on the Reservoir Site are the North and Livingston Locations. Unlimited well sites are allowed on the North Location within the designated area and 11 well sites are allowed on the Livingston Location. No other Use by Special Review Permits will be required by the City, other than the current permit already approved by City Council for the Livingston 43-7 Well at the Livingston Location and the associated facilities at the North Location. Requires compliance with the construction and drainage plans at the North and Livingston Locations already approved by the City Engineer and requires Noble to obtain construction and drainage permits for all future operations at these sites. Allows Noble a pipeline and flowline easement over City property to access the North and Livingston Locations. Includes indemnification and liability provisions to protect the City for actions by Noble and Anadarko Entities. Hard Rock Mineral Agreement Provides for a Quit Claim Deed from Anadarko Entities to Broomfield of all hard rock mineral interests owned by Anadarko Entities. Letter Agreement Provides for the payment of $50,000, within 10 days of the effective date of all the settlement documents, to Anadarko Entities in exchange for the Quit Claim Deed from Anadarko Entities to Broomfield of all hard rock mineral interests. Provides for the payment of $500,000, within 18 months of the effective date of all the settlement documents, to Noble for the relinquishment of all the drilling windows and rights on the Reservoir Site other than as provided in the Settlement Agreement for the North and Livingston Locations. Proposed COGCC Well Site Mitigation Order The following are the conditions of a proposed order requested by joint application of Noble, Anadarko Entities, and Broomfield. The order would set forth all the requirements 9 (i) - Page 6

7 Proposed Resolution Agreements related to Broomfield Reservoir Page 7 for mitigation at the North and Livingston Locations and would be enforceable by the COGCC for all permits granted on the Reservoir Site. The COGCC is scheduled to consider this order at its next regular meeting on November 14 and 15, If the COGCC grants this order, the City s application for well site designation at the Reservoir Site would be withdrawn. If the COGCC does not grant this order then the Surface Use Agreement, Hard Rock Agreement and Letter Agreement are all void and of no further effect, and the City s application to have the well sites for the Reservoir Site designated by the COGCC will be reinstated. The following is a summary of the mitigation provisions in the proposed COGCC order for the Livingston and North Locations oil and gas operations areas: Operator shall take precautions to prevent significant adverse environmental impacts to air, water, soil, or biological resources to the extent necessary to protect public health, safety and welfare, particularly with respect to the protection of the Reservoir; and All water, fluids and waste used, produced or discharged from the operations or facilities shall be used, produced or discharged in accordance with all applicable laws; and Operator shall construct secondary containment around crude oil/condensate storage tanks consisting of an impermeable liner inside of and fastened to corrugated steel panels, which liner shall be a minimum 40 mils in thickness and topped by a felt (or similar material as selected by the Operator) pad and gravel pack prior to placement of the tanks; and No more than two tanks shall be placed inside any one secondary containment area, which shall be designed with sufficient capacity to contain 150% of the volume of the largest tank, which shall be bull-plugged or capped and be equipped with a catchment system at the connection for offloading crude oil/condensate; and The grading design and drainage system for the drilling locations shall be incorporated in a Broomfield grading and erosion control permit or construction plan approval and be consistent with the terms of the construction storm water permit issued by the Colorado Department of Public Health and Environment for oil and gas locations adjacent to a public drinking water supply; and The grading design and drainage system shall prevent storm water run-on and run-off from the drilling locations and ensure that any releases of crude oil/condensate, produced water or other fluids, or other exploration and production (E&P) waste drain away from the Reservoir to a collection point for removal and offsite disposal; and The Operator shall, consistent with industry best management practices, utilize noncorrosive, above-ground, low-profile tanks for all produced water, fluids and other E&P waste, which tanks shall be located within the secondary containment area(s); and The Operator shall employ pitless drilling systems, and drilling mud, cuttings, flowback fluids, oily waste and all other E&P waste connected with the drilling, deepening, recompletion, re-fracturing or re-working of any wells on the Reservoir Site, shall be 9 (i) - Page 7

8 Proposed Resolution Agreements related to Broomfield Reservoir Page 8 managed in accordance with the COGCC 900 Series of Rules and industry bestmanagement practices. All such E&P waste shall be discharged only into aboveground, self-contained tanks and shall be removed from the Reservoir Site as soon as feasible. No E&P waste may be disposed of on, under or near the Reservoir Site; and Operator shall not utilize hydraulic fracturing fluids containing diesel, as defined by EPA rules, and shall provide to the City a hard copy of the FracFocus disclosure required by COGCC Rule 205A as soon as feasible, but in no event later than 60 days after the completion of a hydraulic fracturing operation. To the extent that hydraulic fracturing fluids comprised of non-hazardous and biodegradable constituents are commercially available, economically practicable and technically appropriate for the expected geologic and reservoir conditions, Operator shall make a good faith effort to identify and utilize such fluids in its hydraulic fracturing operations; and Operator shall install and properly maintain a cathodic protection system against corrosion and shall supply the results of the annual integrity test required to Broomfield; and Operator shall conduct drilling, completion, production and storage operations in accordance with the standards and requirements of the COGCC applicable to such operations within the intermediate buffer zone to protect a public surface water supply (except that secondary containment shall be constructed as provided above), regardless of whether the Reservoir is designated on the Public Water System Surface Water Supply Area Map maintained by the Commission or built at the time oil and gas operations are conducted; and Operator shall, in accordance with applicable requirements of the United States Environmental Protection Agency s Spill Prevention, Control and Countermeasure Program, use good engineering practices to avoid the spill, release or discharge of any pollutants, contaminants, chemicals, solid wastes, or industrial, toxic or hazardous substances or wastes at, on, in, under, or near the Reservoir Site. Any spill, release or discharge, including without limitation, of oil, gas, grease, solvents, or hydrocarbons that occurs at, on, in, under, or near the Reservoir shall be remediated by the Operator in compliance with COGCC rules and Operator shall provide immediate notification to Broomfield, emergency responders, and the local government designee for Broomfield; and Operator shall at all times keep the well sites, operations areas, and access roads used by the Operator, and pipeline easements used by the Operator, safe and in good order; and Operator shall dispose of all litter, sewage, E&P waste, and debris off the Reservoir Site at an appropriate disposal site. The Operator shall promptly reclaim and reseed the well sites and operations areas; and Operator shall install a 6-foot tall chain link fence with opaque beige mesh screening at the edge of the operations areas of the Livingston Location and the North Location. The chain link fence shall be secured by a locked gate (keys for which shall be given to 9 (i) - Page 8

9 Proposed Resolution Agreements related to Broomfield Reservoir Page 9 Broomfield), and shall be of a quality comparable to that typically used in the oil and gas industry; and Operator shall use crushed asphalt on access roads and turnarounds to eliminate dust and mud issues at access points to Lowell Boulevard; and Anadarko Entities, Noble, and the City reserve their rights: (1) under any Surface Use Agreement or other agreement among the Parties concerning the Property; (2) under the COGCC Rules on Consultation and Hearings on Applications for Permit to Drill with respect to matters not addressed in this Order; and (3) to implement additional requirements upon mutual written amendment among the Parties when site specific conditions or technological developments make it appropriate to reconsider a term of this Order and the submission by Anadarko Entities, Noble and the City of a joint application to the COGCC for the amendment; and If issued by the COGCC, an Order with all of the above permit conditions is binding on Noble, as current Operator, as well as any successor Operator. Anadarko Entities and Noble have signed all of the proposed settlement documents described above. Rule 318 A Broomfield has opposed amendments to COGCC Rule 318A as those apply south of Highway 7 in Broomfield. Currently, the amendments apply to all other counties within the Greater Wattenberg Area. No other county protested the application of the amendments to their respective counties. Broomfield s opposition is based on the concern that the rule eliminates the restriction on the number of wellheads per quarter section. These amendments could potentially result in more boundary, directional, and horizontal wellheads, as well as tank batteries etc. in the five drilling windows per quarter section. COGCC staff has expressed concern to Broomfield staff about carving out an exception or the area of Broomfield south of Highway 7. The COGCC staff believes that surface owner concerns can be addressed adequately under the amendments. If this settlement agreement is finalized, Broomfield will withdraw its opposition to the Rule 318A amendments. FINANCIAL CONSIDERATIONS The $550,000 in funds for this settlement are included in the Amendment to the 2012 Budget proposed by Resolution No in the 2012 Water CIP Revised Estimate Budget Amendment. PROPOSED RESOLUTION NO Proposed Resolution No would approve the Surface Use Agreement, the Hard Rock Mineral Agreement, the Letter Agreement, and the conditions for well permits for the two oil and gas operations areas at the Reservoir Site. The COGCC will consider the conditions for well permits and make a determination whether to issue an order containing such conditions that will be considered by the COGCC at its meeting on November 14 and 15. The approval of proposed Resolution No is subject to the COGCC 9 (i) - Page 9

10 Proposed Resolution Agreements related to Broomfield Reservoir Page 10 approving issuing the order containing the mitigation requirements and City Council approving Resolution No included in a separate City Council action for this evening that authorizes the budget amendment appropriating the $550,000 in the Water Fund for the settlement. 9 (i) - Page 10

11 RESOLUTION NO A RESOLUTION APPROVING THE SURFACE USE AGREEMENT, LETTER AGREEMENT, AGREEMENT CONCERNING CERTAIN MINERAL RIGHTS, AND CONDITIONS OF PERMIT APPROVAL CONCERNING MINERAL INTERESTS ASSOCIATED WITH THE BROOMFIELD RESERVOIR PROPERTY WHEREAS, the City and County of Broomfield ("City") owns the surface estate for property located within the City and County of Broomfield, Colorado, which is more specifically described as Parcel 1 in Special Warranty Deed between Hoopes Farm, LLC and the City and County of Broomfield, dated May 20, 2005 as recorded at Reception No , on May 20, 2005, City and County of Broomfield, State of Colorado and Tract EE, Anthem Filing No. 22, recorded at Reception No on March, 31, 2009, located within the City and County of Broomfield, State of Colorado and referred to hereinafter as the "Property"; and WHEREAS, the City proposes to construct a reservoir on the Property as a public water source with associated educational and recreational facilities, among other things; and WHEREAS, Anadarko E&P, formerly known as Union Pacific Resources Company, and Anadarko Land Corp. ("Anadarko Entities") together own all of the oil, gas and associated hydrocarbons that underlie the portion of the Property and Anadarko Land Corp. owns the minerals exclusive of oil, gas and associated hydrocarbons under a portion of the Property; and WHEREAS, Noble Energy, Inc. owns certain oil and gas leasehold interests in the Property that it derived through Anadarko E&P and, United States Exploration Inc., a predecessor company to Noble, drilled a well on the Property known as the Livingston 43-7, generally located in the NE/4SE/4 of Section 7; and WHEREAS, current Colorado Oil and Gas Conservation Commission ("COGCC") rules and regulations allow the owners and/or lessees of the oil and gas for the Property to locate oil and/or gas wells in five drilling windows in a quarter section, one in approximately the center of each quarter quarter section in a 400 foot by 400 foot window and one in the center of the quarter section in an 800 foot by 800 foot window for the Cretaceous Age formations from the base of the Dakota Formation to the surface; and WHEREAS, the Anadarko Entities, Noble Energy, Inc., and the City desire to enter into certain agreements to provide for monetary consideration and to allow, among other things, the coexistence and joint development of the surface estate and the oil and gas estate for the Property and to delineate the process with which the Parties shall comply and accommodate each other with respect to the development of the two estates, including conditions for the permitting of the oil and gas wells on the Property to be submitted for approval and enforcement by the COGCC; and 1 9 (i) - Page 11

12 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY AND COUNTY OF BROOMFIELD, COLORADO: Section 1. The Surface Use Agreement, attached hereto, among Anadarko E&P Company LP, Anadarko Land Corp., Noble Energy, Inc., and the City and County of Broomfield is hereby approved. Section 2. The Letter Agreement, attached hereto, among Anadarko E&P Company LP, Anadarko Land Corp., Noble Energy, Inc., and the City and County of Broomfield is hereby approved. Section 3. The Agreement Concerning Certain Mineral Rights, attached hereto, between Anadarko Land Corp., formerly known as Union Pacific Land Resources Corporation, and the City and County of Broomfield is hereby approved. Section 4. The conditions for well permits as set forth in the Joint Application of City and County of Broomfield, Noble Energy Inc., Anadarko E&P Company LP, and Anadarko Land Corp. as submitted to the COGCC and attached hereto are hereby approved. Section 5. The mayor or mayor pro tem is authorized to sign and the city and county clerk is authorized to attest the Surface Use Agreement, the Agreement Concerning Certain Mineral Rights, and the Letter Agreement, in forms approved by the city and county attorney. Section 6. This resolution is effective upon its approval by the City Council. ADOPTED AND APPROVED this 13th day of November, THE CITY AND COUNTY OF BROOMFIELD, COLORADO ATTEST: Mayor City and County Clerk APPROVED AS TO FORM: City and County Attorney -2 9 (i) - Page 12

13 SURFACE USE AGREEMENT THIS SURFACE USE AGREEMENT ("Agreement") is dated as of the Effective Date -set forth in section 35 herein, and is by and among ANADARKO E&P COMPANY LP ("Anadarko E&P"), formerly known as Union Pacific Resources Company, ANADARKO LAND CORP. ("Anadarko Land"), formerly known as Union Pacific Land Resources Corporation (together the "Anadarko Entities"), both with an address of Post Office Box 1330, Houston, Texas ; NOBLE ENERGY, INC. ("Noble") with an address of 1625 Broadway, Suite 2200, Denver, Colorado (the Anadarko Entities and Noble are referred to hereinafter individually or collectively as a "Com an 'or the "Companies"); and THE CITY AND COUNTY OF BROOMFIELD (the "City") with an address of One DesCombes Drive, Broomfield, Colorado 80202, all of which may be collectively referred to herein as the "Parties" or individually as a RECITALS A. The City owns the surface estate for property located within the City and County of Broomfield, Colorado, which is more specifically described in the attached Exhibit 1 and referred to hereinafter as the "Propert y." The City represents that it has not conveyed any rights in the Property to any third party. B. The City proposes to construct a reservoir on the Property as a public water source with associated educational and recreational facilities, among other things. The Companies are aware of the City's proposed uses for the Property. C. The Anadarko Entities together own all of the oil, gas and associated hydrocarbons that underlie the portion of the Property in the S/2 of Section 7, Township 1 South, Range 68 West and hereinafter referred to as the "Anadarko Mineral Propert y," and Anadarko Land owns the minerals exclusive of oil, gas and associated hydrocarbons under the Anadarko Mineral Property. D. Noble owns certain oil and gas leasehold interests in the Property that it derived through Anadarko E&P, and United States Exploration Inc. ("UXP"), a predecessor company to Noble, or others, and drilled a well on the Property known as the Livingston 43-7, generally located in the NE/4SE/4 of Section 7, and referred to hereinafter as the "Livingston Well." E. Current Colorado Oil and Gas Conservation Commission ("COGCC") rules and regulations allow the owners and/or lessees of the oil and gas for the Property to locate oil and/or gas wells in five drilling windows in a quarter section, one in approximately the center of each quarter quarter section in a 400 foot by 400 foot window and one in the center of the quarter section in an 800 foot by 800 foot window for the Cretaceous Age formations from the base of the Dakota Formation to the surface. Z:\BroomfieidVioopcs\11-2-CC0B(red1inc)SufaceUse4grecman.docz Page 1 of 31 9 (i) - Page 13

14 F. The Parties enter into this Agreement and an associated Letter Agreement ("Letter Agreement") with the same Effective Date, which Letter Agreement provides monetary consideration for this Agreement, to allow, among other things, the coexistence and joint development of the surface estate and the oil and gas estate for the Property and to delineate the process with which the Parties shall comply and accommodate each other with respect to the development of the two estates. G. This Agreement is limited to the compatible development of the surface estate and the oil and gas estate for the Property; it does not in any respect apply to the minerals other than the fee and leasehold estates in the oil, gas and associated hydrocarbons owned by the Anadarko Entities and Noble in the Anadarko Mineral Property ("other minerals"), which other minerals for the Anadarko Mineral Property will be acquired by the City as part of a separate Agreement Concerning Certain Mineral Rights between Anadarko Land and the City ("Hard Rock Agreement") of even date. NOW THEREFORE, in consideration of the covenants and mutual promises set forth in this Agreement, including in the recitals, the Parties agree as follows: 1. Oil and Gas Operations Areas. a. The Companies agree that they shall drill and/or operate oil and/or gas wells, regardless of geologic formation, on the Property only within the two locations depicted on Exhibit 2, which are the locations for the Livingston Well ("Livingston Location") and a location north of the Livingston Well, hereinafter referred to as the "North Location." The City has obtained a metes and bounds survey of the Oil and Gas Operations Areas prepared by a licensed surveyor, which is Exhibit 2. The survey for the Livingston Location is being updated and will automatically replace the current description of the Livingston Location when the survey is complete. The final Livingston Location boundary shall be no more than eighty-five (85) feet from the edge of asphalt on the west side of Lowell Boulevard and will not be expanded to the south of the current description by more than one hundred thirty-five (135) feet. The Companies shall stake or otherwise mark the Oil and Gas Operations Area for the North Location. Any change to the size or location of the Oil and Gas Operations Areas shall require the mutual written consent of the Parties. Both of such reserved well site locations, their areas and configurations, are depicted on Exhibit 2 and are hereinafter referred to individually or together, as the case may be, as an "Oil and Gas Operations Area" or the "Oil and Gas Operations Areas." b. The Oil and Gas Operations Areas shall be made available by the City to the Companies for their exclusive use and in their present condition for all oil and gas operations to be conducted by the Companies. Operations and uses within the Oil and Gas Operations Areas include, but are not limited to, drilling, completion, and maintenance of wells and equipment, production operations, workovers, well recompletions and deepenings, fracturing, re-fracturing, twinning, and drilling of ZABmomfidd\Hoopcs\ I1-9-I2-CCOB(rodlmc)Suf euseagreau tdmx Page 2 of 31 9 (i) - Page 14

15 replacement wells and the location of associated oil and gas production and drilling equipment and facilities, including portions of flowlines and pipeline easements. c. The only wells that may be drilled in the Livingston Location are the Livingston Well, and up to three (3) additional wells that would have a bottom-hole location within the GWA windows under that portion of the Property which is located within the N/2NE/4 of Section 18, Township 1 South, Range 68 West. The Companies shall have the right to drill wells with attendant facilities within the North Location, and they shall also have the right to complete, deepen or recomplete any well that is drilled or has been drilled within both Oil and Gas Operations Areas, as well as to drill wells in the North Location and the Livingston Location directionally or horizontally that produce from and drain the Property and lands other than the Property so long as such lands are pooled or spaced with all or any portion of the Property or otherwise pursuant to COGCC rules and regulations. All surface facilities for wells that are drilled at the Livingston Location shall be located at the North Location. d. The City shall not plat any new surface property line within the Oil and Gas Operations Areas, and no new temporary or permanent building or other structure or improvement shall be located by the City within or beneath the Oil and Gas Operations Areas. The Oil and Gas Operations Areas shall be for the Companies to use for oil and gas operations and production and for the location of oil and gas wells and associated oil field drilling and production equipment and facilities. e. The surface equipment for the Livingston Location shall be limited to the current equipment associated with the wellhead for the Livingston Well or as such equipment may be replaced or repaired from time to time or as may be required in the future by State or local regulation for the Livingston Well. Otherwise, the Companies shall have the right to locate, build, repair and maintain tanks, separators, dehydrators, compressors and all other associated oil and gas drilling and production equipment and facilities (altogether the "Facilities") only within the North Location and to locate flowlines and portions of pipeline easements within both Oil and Gas Operations Areas. f. The City and the Companies understand and agree that a Use by Special Review Permit for the Livingston Location and for associated Facilities at the North Location, as of the Effective Date of this Agreement, has been approved by the City recorded on July 7, 2011 at Reception No in the records of the Clerk and Recorder of the City and is attached hereto as Exhibit 3 ("USR"). The City and the Companies understand and agree that Construction Plans have been approved by the City for the well and Facilities at the Livingston Location and the Facilities at the North Location on June 3, 2011 and are attached hereto as Exhibit 4 ("Construction Plans"). The Companies shall not be required to obtain any additional use by special review permits for any new wells or Facilities placed at the North Location after the Effective Date of this Agreement; provided that, the Companies are otherwise in compliance with the terms and conditions of this Agreement. The City agrees to expedite and cooperate with the Companies in the review process of any grading and construction permit requirements in the Broomfield Municipal Code, as the case may be, for all consents, Z:\BroomfiddJ4oopes\II-9-12-CCOB( relline)surfaceusmgrcanoi.dou Page 3 of 31 9 (i) - Page 15

16 permits, waivers, easements, and crossing and access permits that may be required from the City and which are necessary for a Company to complete, operate and produce wells at the North Location or the Livingston Location after the Effective Date of this Agreement. g. The - Oil and Gas Operations Areas, flowline and pipeline easements depicted or described on Exhibits 3 and 5, respectively, shall be provided to the Companies in their present condition, and the City shall take no action in its construction activities on the Property or otherwise that would change the grade of any Oil and Gas Operations Area or flowline or pipeline easement provided for herein. 2. Payment from the City to the Companies for Relinquished Locations. In consideration of this Agreement, which includes the agreement of the Companies to restrict their use and access of the surface of the Property to the specific areas described in this Agreement and to forever relinquish all drill site surface locations outside of the Oil and Gas Operations Areas, the City agrees to compensate the Companies as described in the Letter Agreement which is dated with the same Effective Date as this Agreement, as the sole and exclusive payment that the City is obligated to make to the Companies for their agreements in this Agreement and the Hard Rock Agreement. The payment described in the Letter Agreement is subject to the terms and conditions of this Agreement, the Letter Agreement, and the Hard Rock Agreement. The obligations included in this Agreement, the Letter Agreement, and the Hard Rock Agreement shall be binding upon the Companies, the City and the subsequent lessees and assignees of lessees, and the personal and legal representatives, successors, heirs, lessees, and assigns of the said lessees and the Parties. 3. Access to Oil and Gas Operations Areas. a. Access to the Oil and Gas Operations Areas shall be at the locations depicted on the Construction Plans, which are attached hereto as Exhibit 4. For any new road construction in the Oil and Gas Operations Areas after the Effective Date of this Agreement, the Parties may mutually agree in writing (each Party's consent not to be unreasonably withheld) upon different temporary access routes and thereafter on different permanent access routes; provided, however, all costs and expenses for relocations for temporary access routes and permanent access routes shall be borne by the Party requesting such relocation; and provided, further, in all cases and at all times the Companies shall have access to the Oil and Gas Operations Areas, flowline and pipeline easements provided for herein or as agreed by the Parties. b. No party shall unreasonably interfere with the use by the other of an access road. c. The City shall keep the portions of Sheridan and Lowell Boulevards that are access roads jointly used by the City and the Companies, or their employees, agents, invitees or the public, in a condition that is standard for the City; provided, however, if one of the Companies, or its employees, agents or invitees causes damage to a portion of Z:\BmomGeld\Hoopes\ CCOB(rcdline)SurfaccUseAgr-t.d- Page 4 of 31 9 (i) - Page 16

17 a road that is jointly used by the Companies and the City or their employees, agents, invitees or the public, the Company shall promptly repair such damage; provided however, that such repair shall be completed within ninety (90) calendar days of such damage, absent extenuating circumstances beyond the control of the Company. d. Construction and Width of Access Roads. (1) Joint Access Roads. Access roads or portions of access roads that are constructed after the Effective Date which are or will be jointly used by the Companies and the City or their employees, agents, invitees or the public shall be approximately, but no more than thirty (30) feet in width. If the Companies drill wells in the North Location or the Livingston Location prior to the development of the surface of the Property by the City, the Companies shall construct and improve the portions of access roads to be used jointly by the City and the Companies so as to withstand the weight of oilfield equipment and maintain such roads up until the time the City commences its surface development. Specifically, the Companies shall construct such access roads so that they can be used to withstand the weight of 104,000 pounds and 26,000 pounds per axle. If the City develops any portion of the Property and constructs a road to be used jointly by the City and the Companies prior to the drilling by the Companies in the North Location or the Livingston Location, the City shall also construct the portions of such joint access road to the same standards. The City shall maintain all joint access roads outside of the Oil and Gas Operations Areas following its development of the surface of the applicable portion of the Property; provided that, the Companies agree to repair or pay the City its actual costs to repair any damage to joint access roads caused by the Companies' operations. (2) Company Access Roads. Access roads or portions of access roads that are used exclusively by the Companies after the Effective Date of this Agreement shall require the approval by the City of construction permits and grading permits as required by the Broomfield Municipal Code, which approval shall not be unreasonably withheld and shall be expedited, and such access roads shall be approximately, but no more than, thirty (30) feet in width, and the Companies shall install and maintain such roads or portions of the roads to those state and local standards that apply to oil and gas operations. e. If the City proposes to construct roads that will cross over pipelines/flowlines that are then installed on the Property, the City shall pay the applicable Company the reasonable costs to have the Company either sleeve the portions of the pipelines/flowlines that are to be crossed by such roads, lower the pipeline/flowline or install such pipelines/flowlines in reinforced pipe, as elected by the Company, if the Company desires to sleeve the pipelines/flowlines, lower them, or reinforce them, and requests, in writing, that the costs be paid, such payment shall be made in advance of the work. In such cases, the City shall not install the portion of the road that crosses a pipeline/flowline until the pipeline/flowline has been sleeved, lowered or reinforced pipe installed. Z:\Broomfidd\Hoope\II-9-12-CCOB(relline)SmfaceUse4greemmLdocx Page 5 of 31 9 (i) - Page 17

18 f. The Companies' curb cuts to the Oil and Gas Operations Areas have been approved by the City as set forth in the Construction Plans attached as Exhibit Pipelines, Flowlines and Pipeline and Flowline Easements. a. Pipelines and flowlines located outside the Oil and Gas Operations Areas shall be at the locations depicted on Exhibit 5, except for those pipelines and flowlines beneath Sheridan Parkway and Lowell Boulevard that were approved by the City in the Construction Plans, as depicted on page C -7 of Exhibit 4. Pipelines and flowlines installed by the Companies, Kerr McGee Gathering LLC, or any other designated gatherer, shall be of a size and diameter that is reasonable under the circumstances and that would be installed by a reasonable and prudent operator under similar circumstances. The Companies shall provide the City with an as-built survey for the pipeline and flowline easements at the time the pipelines or flowlines are installed or proposed to be installed, which survey shall automatically be incorporated into to this Agreement and the Pipeline Easement Agreement attached as Exhibit 6. b. Locations of flowline and pipeline easements may be changed by mutual written agreement of the City and the appropriate Company or Companies, each Party's consent not to be unreasonably withheld. The initial cost of installing pipelines and flowlines and of maintaining such easements shall be borne by the Companies. All costs and expenses of relocating pipelines and flowlines shall be borne by the Companies, unless such relocation is requested by the City, in which case the cost of the relocation of the pipeline or flowline shall be paid by the City. Relocations shall be pursuant to separate pipeline relocation agreements. In the event that the City requests the relocation of a pipeline or flowline, the applicable Company shall provide the City with a written estimate of the relocation costs which the City shall thereafter remit within forty-five (45) calendar days from the date it receives the relocation cost estimate from the Company. The payment shall be adjusted up or down, based on actual costs, upon completion of the work and after an itemized statement is provided to the City. In the event that a Company or the Companies relocates an access road, pipeline or flowline causing damage to improvements owned by the City, the applicable Company shall promptly reimburse the City for such damage upon receipt of an itemized statement that documents the cost to repair the damage; provided that, such reimbursement shall be received by the City no later than forty-five (45) calendar days from the date of the itemized statement. c. Pipeline easements shall be approximately fifty (50) feet in width during construction activities and reduced to approximately, but no more than thirty (30) feet in width, for all operations, maintenance and transportation activities. Flowline easements shall be thirty (30) feet in width for all operations. d. Subject to subsection 4.e., pipeline easements shall be for the use of oil and gas production operations; provided, however, the easements may be shared by the Companies and their lessees, assignees of lessees and successors and assigns for oil and gas operations. The City shall not permit the construction of any improvements, structures or facilities upon, within or beneath the flowline or pipeline easements depicted on Exhibit 5 that would interfere with the installation or maintenance of Z:BroomfieldUiaopes\ CCOB(,cdlinc)S.Mfo UseAgr-.Ldoa Page 6 of 31 9 (i) - Page 18

19 flowlines or pipelines without the prior written consent of the Companies, such consent not to be unreasonably withheld. e. The City shall be entitled to reserve the right to cross pipeline and flowline easements at approximately right angles, and the City shall also have the right to install and maintain easements that are adjacent to or within, the Companies' pipeline and flowline easements as depicted on Exhibit 5 for utility lines, including those for water, gas, sewer, electric, telephone, cable, television, fiber optics, other pipelines, and other utilities; provided, however: i) any new underground facilities which travel along a pipeline easement or flowline easement identified herein shall be located a distance horizontally of at least ten (10) feet from parallel existing pipelines and flowlines; ii) any new underground facilities shall have at least twenty-four (24) inches of vertical clearance between the new facility and a flowline or pipeline provided for herein; and iii) any overhead power lines shall be at least twenty (20) feet above the ground. The Companies shall report the locations for pipelines and flowlines to the Utility Notification Center of Colorado. When the City or a grantee from the City proposes to locate underground facilities within the Companies' pipeline or flowline easements, the Companies shall review the proposed plan and communicate their specific requirements to the City. The Companies shall comply with the City's Engineering Standards and Specifications at Section Protection of Public and Private Installations in the installation of their pipelines and flowlines and shall require their contractors and subcontractors to comply with same. f. The City shall grant the pipeline easements described on Exhibit 5 (for production from the Property and/or other lands) to the Companies at the time the Companies request them and at no cost to them and in the form attached as Exhibit 6. g. The Companies acknowledge and agree that the City may install landscaping adjacent to sidewalks and within any medians located along or within Sheridan Parkway or Lowell Boulevard and to expand Lowell Boulevard in accordance with the City's approved plats and plans, which may require the installation of sidewalks, medians, and adjacent landscaping over pipeline and flowline easements described herein; provided, however, any other sidewalks, medians, and landscaping shall be installed by the City at angles that are approximately perpendicular to pipelines and flowlines. The Companies shall be liable for damages to sidewalks, medians and landscaping caused by their oil and gas operations for sidewalks, medians and landscaping installed in accordance with this paragraph 4.g. The City will act reasonably to minimize any intrusion over or upon the flowlines and pipelines. 5. Compliance with Specific Broomfield Code Provisions. The Companies shall comply with the applicable provisions of the Broomfield Standards and Specifications, as adopted by section of the Broomfield Municipal Code, with respect to those Broomfield Standards and Specifications that address public/private improvement permits and grading permits, as the same may be amended from time to time. All conditions and terms of the USR for the Livingston Location and the North Location are incorporated in this Agreement by this reference, and, except with respect to ZAB,..fidd\H.p.\ CCOB(,edli.e)S.T.x UFe4g,-.I.d.. Page 7 of 31 9 (i) - Page 19

20 tanks which, the parties agree, may be up to a height of fifteen feet (15'), and the waiver of setback requirements described in section 9.a., the USR shall control in the event of a conflict with the terms of this Agreement. Further, in the event of a conflict between or among this Agreement, the USR and/or the COGCC Order described in section 21 that would limit the ability of the Companies to construct facilities or conduct oil and gas operations consistent with then current practices or technology, the Companies may propose an alternative to the City which the City may not unreasonably deny so long as the alternative is consistent with the COGCC Order and this Agreement. 6. Use of the Property by the Companies. The use of the Property by the Companies for their oil and gas operations shall be limited to the Oil and Gas Operations Areas depicted on Exhibit 2, pipeline and flowline easement areas depicted on Exhibit 5, and access routes depicted on Exhibit 4, except in the case of an emergency where an alternative route or point of access is required and there is insufficient time to reach agreement with the City on emergency access. 7. Plats and Local Applications. The City shall identify the Oil and Gas Operations Areas and all access routes and pipeline and flowline easements on its plats, site plans and in all applications for development it files with the state or a local jurisdiction or any governmental agency for the Property, or portions of the Property, and the plats, site plans and applications for development shall include restrictions that no property line or temporary or permanent building, structure or other improvement related to the surface development shall be located, constructed or installed on, within or beneath the Oil and Gas Operations Areas and the flowline and pipeline easements, except as may be otherwise provided in this Agreement. The City shall record the appropriate maps in the Office of the Clerk and Recorder of the City and County of Broomfield and provide written evidence to the Companies of the recording. 8. Waiver of Surface Damage Pants. The term "Surface Damage Payment" as used herein shall be given the meaning commonly used in the oil and gas industry as a one-time payment at the commencement of drilling of a well as a payment for reasonable surface use and crop loss, among other things, and does not include other damages or injuries caused by the operations of the Companies or for unreasonable surface use. Without waiving or affecting any other provisions of this Agreement and provided that the use of the Property by the Companies is consistent with this Agreement, the City hereby waives all Surface Damage Payments for the use of the Property or portions of it which are required by any current or future COGCC or local regulation, state statute, common law or prior agreement for each and every well and related wellsite that is or will be drilled and located within the Oil and Gas Operations Areas and for associated oil and gas equipment and facilities within the Oil and Gas Operations Areas and for flowlines, access routes and pipeline easements. The Companies or their lessees or their assignees may provide a copy of this Agreement to the COGCC or any local jurisdiction, person or entity or court of law as evidence of this waiver. Except for the Surface Damages Payments described in this section 8 and as otherwise provided herein, the City reserves claims for any damages resulting from the Companies' operations. Z:\BroumfieldUHoopes\ B(redline)SurfaccUscAgrcctumt.docz Page 8 of 31 9 (i) - Page 20

21 9. Waiver of Setback Requirements. a. The City understands and acknowledges that the COGCC has rules and regulations that apply to the distance between a wellhead and public roads, production facilities, building units and surface property lines, among other things. Provided that the Companies use of the Property is consistent with this Agreement, and with the exception of COGCC Rule 603 a.(1) and the buffer areas described in COGCC Rule 317B b. which the City does not waive, the City hereby waives the setback requirements in COGCC Rule 603 or any similar successor rule or amendment to the COGCC setback rules, including the high density setback rules, and to any other state or local setback requirements that are or become inconsistent with this Agreement or that would prohibit or interfere with the rights of the Companies, or their successors, lessees and/or assigns, to explore for and produce the oil and gas in accordance with this Agreement. The City understands and agrees that the Companies may cite the waiver in this section 9 in order to obtain a location exception or variance under COGCC rules or from a local jurisdiction so long as any exception or variance is consistent with this Agreement. b. The Parties further understand that the surface development that the City proposes is for a reservoir and recreational area that could be considered to be a "designated outside activity area" under the rules and regulations of the COGCC. As long as the Companies are in substantial compliance with the terms and conditions of this Agreement, the City agrees that it will not seek such a designation for all or any portion of the Property, if doing so would in any way impair the Companies' rights under this Agreement. Nor will the City encourage others to seek such a designation. For the purposes of COGCC setback regulations, the City consents to the location, configuration and setbacks for the Oil and Gas Operations Areas as depicted on Exhibit 2 and waives any right it has to object to or to request a hearing before the COGCC or any local jurisdiction to request setbacks that are different from those that are contemplated in this Agreement and depicted on Exhibit 2; provided, however, the City may seek appropriate setbacks for activities other than the oil and gas operations contemplated by this Agreement, so long as the setbacks sought by the City do not in any way impair any of the Companies' rights hereunder or make their oil and gas operations more expensive. 10. Governmental Proceedings. a. The City Will Not Object. Provided that the Companies are in substantial compliance with all applicable laws, this Agreement and the USR, and the proposed use is consistent with this Agreement and the USR, the City agrees that: i) it will not oppose the Companies or object in any forum to the use by the Companies of the surface of the Property consistent with this Agreement and the USR and it waives its right in such circumstances to object or request a hearing; ii) it will provide such other written approvals and waivers that are reasonably requested by a Company and consistent with this Agreement; iii) it consents to the location of multiple wells within the North Location or the Livingston Location that are greater or less than fifty (50) feet apart so long as all such wells are located within the Oil and Gas Operations Area for that Location and allowed by current COGCC rules or orders. As provided in section l.c. herein, there will be no more than four (4) wells at the Livingston Locations. The City shall continue to Z:\BroomfieldPHoopes\ CCOB(redlme)SmfaccUseAgreanml.do x Page 9 of 31 9 (i) - Page 21

22 have the right to object to any permit that may be issued by the COGCC that is inconsistent with the provisions of this Agreement and the USR. b. The Companies Will Not Object. Provided that the City is in substantial compliance with this Agreement, the Companies agree that: i) they will not object in any forum to a request by the City to annex, zone, rezone, plat or replat all or any portion of the Property to the extent such request is consistent with this Agreement; and ii) they will not object in any forum or to any person or entity of any use which the City wishes to make of the Property; provided that, such use is consistent with this Agreement and does not in any way impair or alter the rights of the Companies under this Agreement or the USR. 11. Notices of Hearings. The City shall provide the Companies with written notice not less than thirty (30) calendar days before each hearing for consideration of a plat application or other land use application for the Property or portions thereof to be held before a local jurisdiction or state agency. 12. Notice of Oil and Gas Operations. The Companies shall provide the City with: i) not less than thirty (30) calendar days notice of the commencement of drilling operations; and ii) notice of subsequent well operations (as defined by COGCC rules and regulations), all of such notices being given in accordance with COGCC rules and regulations. 13. Certain Additional Impact Mitigation. The City shall bear all costs to install such noise and visual impact mitigation measures it desires or the local jurisdiction requires within the Oil and Gas Operations Areas that are in excess of or in addition to those measures that are required by applicable COGCC rules and regulations, this Agreement, and the USR permit; provided however, the operator of the well within the particular Oil and Gas Operations Area shall have reasonable discretion to veto or protest the types and locations of impact mitigation measures in order to allow for access and for safe oil and gas operations. 14. Compliance with Common Law and Statutory and Re g ulatory Requirements. The City expressly acknowledges that this Agreement satisfies the obligations and requirements of the Companies pursuant to COGCC Rules 305 and 306, and Colorado statutes to consult in good faith with the City regarding existing and proposed oil and gas operations on the Property. The Parties further expressly acknowledge that this Agreement and performance in accordance with this Agreement shall be deemed to be specifically applicable to and shall fully satisfy the obligations of all Parties to accommodate the use of the surface, including for mineral development, of the Property by the other Parties, existing and future, including, but not limited to, any claims pursuant to C.R.S Compliance with COGCC Regulations. Anything to the contrary herein notwithstanding, and in addition to the obligations provided for in this Agreement, the Companies shall conduct their oil and gas operations in accordance with all applicable laws, including COGCC rules and regulations, including, but not limited to, COGCC ZABroomfiddffloopeX I CCOB(rainc)SwfaccUscAgrc mtdo Page 10 of 31 9 (i) - Page 22

23 Rules 317B, 324A, 603.e (9), (12) and (13), 906, 907 and 1101; provided, however, such agreement to comply shall not create a private right of action. 16. Individual Liability of the Companies. Nothing in this Agreement is intended to create a cause of action by any Company against any other Company or to enlarge or diminish any right or interest created by any agreement or lease or assignment of lease between or among the Companies. Nothing in this Agreement creates any leasehold rights or gives any mineral rights to a Company where none exists. The liability of the Companies to perform any obligation hereunder or to comply with any agreement included herein or with any state or local rule or regulation is individual and several and not joint or collective. This Agreement does not create a joint venture or partnership between or among the Companies. The Anadarko Entities shall in no event be liable for the acts or omissions of their lessees or the assignees or contractors and subcontractors of their lessees, except in cases where such liability is imposed by law or, to the extent such liability is the result of the actions of the Anadarko Entities. A reference herein to an obligation of a Company or Companies is a reference to the Company that at the time has the right to drill and operate wells on the Property unless otherwise noted. 17. Indemnification and Hold Harmless Provisions. a. Each Party Responsible for Its Operations/Ownership. Each Party shall be and remain responsible for all losses, claims, damages, demands, suits, causes of action, fines, penalties, expenses and liabilities, including without limitation, attorneys' fees and other costs associated therewith (all of the aforesaid herein referred to collectively as "Claims"), arising out of or connected with each such Party's ownership or operations on the Property, no matter when asserted, subject to applicable statutes of limitations. The provisions in this section 17 do not, and shall not be construed to, create any rights in persons or entities not a party to this Agreement, nor does it create any separate rights in Parties to this Agreement, other than the right to be indemnified or held harmless for Claims as specifically provided herein. b. City's Hold Harmless and Release Agreement. The City agrees to release and hold harmless the Companies and their officers, directors, attorneys, employees, agents, representatives, contractors, subcontractors, successors and assigns from any and all Claims, and damages, liability, or court awards, including costs and attorneys' fees, that are threatened or awarded or incurred as a result of any loss, injury, or damage sustained or claimed to have been sustained by anyone including, but not limited to, any person, firm, partnership, or corporation arising out of any act, omission, or act of commission by the City or any of its agents, employees, contractors and subcontractors (other than the Companies) in the City's operations on and development of the Property. This hold harmless provision running from the City to the Companies applies to all matters, including Environmental Claims as described below. Anything to the contrary herein notwithstanding, the Parties understand and agree that the City does not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S et seq., as from time-to-time amended or otherwise available to the City or its officers or employees. Z:\Broomfidd\Hoopes\ CCOB(rodlinc)SudaccUseAgrecmrnt.docx Page 11 of 31 9 (i) - Page 23

24 c. Companies' Hold Harmless, Indemnity and Release Agreement. I) Subject to section 16, each Company shall release, defend, indemnify and hold the City, its insurers, elected officials, attorneys, officers, directors, employees, agents, representatives, contractors, subcontractors, successors and assigns, harmless against all such Claims to the extent the Claim is attributable to the action or inaction or act of commission of the particular Company or its agents, employees, contractors, subcontractors, or representatives. ii) Environmental Indemnity. In addition to the immediately preceding indemnification set forth in subsection 17.c.i, the following applies to Environmental Claims: (a) "Environmental Claims" shall mean all Claims asserted by the City, governmental bodies or other third parties for pollution or environmental damage of any kind, arising from operations on or ownership of the Property or the ownership of the oil and gas interests or oil and gas leasehold interests by the Companies, whichever is applicable, and all cleanup and remediation costs, fines and penalties associated therewith, including any Claims arising from Environmental Laws. Environmental Claims shall not include the costs of any remediation undertaken voluntarily by any Party, unless such remediation is performed under the imminent threat of a Claim by a governmental body or other third party. (b) "Environmental Laws" shall mean any laws, regulations, rules, ordinances, or order of any governmental authority(ies), which relate to or otherwise impose liability, obligation, or standards with respect to pollution or the protection of the environment, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C et seq.), the Clean Water Act (33 U.S.C. 466 et seq.), the Safe Drinking Water Act (14 U.S.C ), the Hazardous Material Transportation Act (49 U.S.C et seq.), the Clean Air Act (42 U.S.C g), and the Toxic Substances Control Act (15 U.S.C ), as all such statutes may be amended. (c) Companies' Environmental Indemnification. Subject to section 16, the Companies shall protect, defend, indemnify, and hold harmless the City from Environmental Claims relating to the Property that arise out of the particular Company's oil and gas operations on the Property or its oil and gas ownership interests or oil and gas leasehold interests therein or the actions or inactions or acts of commission of the agents, employees, contractors, subcontractors, and representatives of the particular Company. ZAB,..fiddVimpesU1-9-I2-CCOB(r dli.e)s.f..usmg,-.t.d.c Page 12 of 31 9 (i) - Page 24

25 This indemnity specifically covers, but is not limited to, the completion or fracturing or refracturing of any well drilled by a Company on the Property within an Oil and Gas Operations Area. iii) Companies' Release. To the maximum extent permitted by applicable law, the Companies each hereby releases, waives and discharges the City, its insurers, elected officials, managers, officers, directors, employees, agents, representatives, attorneys, successors and assigns (the "City Group"), from any and all liability for personal injury, death, property or other damage, or otherwise arising out of the operations of the Company or the operations, actions or inactions or act of commission of the agents, employees, contractors, subcontractors, agents, and representatives of the Company under this Agreement, unless such injury, death, or damage is the result of the City's negligence or willful misconduct or that of a member of the City Group. d. Exclusion From Indemnities and Hold Harmless Provisions. The indemnities or hold harmless agreements of the Parties herein shall not cover or include any amounts which the indemnified Party is actually reimbursed by any third party, incurred by the indemnified Party in recovering such amounts. The indemnities in this Agreement shall not relieve any Party from any obligations to third parties. e. Effect of Assignment. Upon the assignment or conveyance of a Party's entire interest in the Property, that Party shall be released from its indemnification or hold harmless agreement provided above, for all actions or occurrences which occur after such assignment or conveyance. 18. Landscaping, Noise and Visual Abatements, Fences and Access to Oil and Gas Operations Areas. The Companies shall install around all Oil and Gas Operations Areas, fences and gates sufficient to prevent the general public from obtaining access to such areas. Any gates shall be kept closed and locked when not in use. The Companies shall also comply with the landscaping, noise and visual abatement requirements set forth in the Construction Plan attached as Exhibit 4 to this Agreement at their expense, which may only be modified by the written consent of all Parties. 19. Non-Disturbance. Except in the case of emergency or as otherwise provided in this Agreement or by mutual agreement of the Parties, the Companies and their employees, contractors, subcontractors, representatives, agents and invitees shall conduct their oil and gas operations only within the Oil and Gas Operations Areas, pipeline and flowline easement areas and access routes described in this Agreement and depicted on the attached Exhibits and shall not disturb or otherwise access any other portion of the Property. 20. Application to Oil and Gas Interests Owned by the Company. This Agreement applies to each of the Companies only to the extent that the particular Company owns oil, gas and associated hydrocarbon interests or oil and gas leasehold interests in the Property. ZAB-ffle1 WoopsU CCOB(rcdlme)SurfaceUsMgroenmi.do x Page 13 of 31 9 (i) - Page 25

26 21. COGCC Order Regarding Permit Conditions. a. The Parties all understand that an important part of the consideration for their agreements herein is for the COGCC to issue an order in which the COGCC sets out certain conditions which the Parties agree will be included as conditions of approval for all COGCC permits to drill wells within the Oil and Gas Operations Areas ("Order"). For this reason, the Parties agree that this Agreement is conditioned upon the issuance by the COGCC of such an Order within ninety (90) calendar days from the date of this Agreement, and that, in the event that the COGCC fails or refuses to issue such an Order, the Parties agree that this Agreement is null and void and shall have no force and effect. b. The Parties further agree that any Order issued by the COGCC may be amended by the Parties only by mutual agreement and the submission by them of a joint application to the COGCC for the amendment. 22. Authority to Execute Agreement. Each Party represents that it has the full right and authority to enter into this Agreement with respect to the surface rights, oil and gas interests, or oil and gas leasehold interests it owns in the Property, as applicable. 23. No Waiver of Rights. The Companies do not waive the rights they have pursuant to their respective oil and gas interests and oil and gas leasehold interests to explore for, drill and produce the oil and gas for the Property or for ingress and egress to the Oil and Gas Operations Areas, except as specifically provided in this Agreement. Except as specifically provided in this Agreement, no Party waives or relinquishes any rights or any claims it has or may have against the other Parties for matters covered herein. Nothing in this Agreement shall constitute a waiver by any Party of any obligations it has that cannot be waived by law or agreement. The City specifically reserves any right it may have to receive royalties from any mineral interest that it owns in Section 18, Township 1 South, Range 68 West. 24. Successors and Assigns. This Agreement and the Letter Agreement and all of the covenants and provisions in them shall be binding upon the Parties and their subsequent lessees and assignees of lessees and personal and legal representatives, heirs, successors and assigns, and the benefits of this Agreement and the Letter Agreement shall inure to all of them. This Agreement and the Letter Agreement and all of the covenants in them shall be covenants running with the land. 25. Recording. The Companies shall record this Agreement with the Clerk and Recorder of the City and County of Broomfield and provide evidence to the City of the recording. 26. Governing Law. The validity, interpretation and performance of this Agreement shall be governed and construed in accordance with the laws of the State of Colorado, without reference to its conflicts of law provisions. ZABroomfield\14oopes\I CCOB(rainc)SiufxcUseAgr c MLdocx Page 14 of 31 9 (i) - Page 26

27 27. Severability. a. If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it conflicts with such laws; however, the remainder of this Agreement shall be in full force and effect. b. In the event that any part of this Agreement would otherwise be unenforceable or in conflict with applicable laws due to the term or period for which such part is in effect, the term or period for which such part of this Agreement shall be in effect shall be limited to the longest period allowable which does not cause such part to be unenforceable or in conflict with applicable laws. c. If any section, paragraph, provision, or portion thereof of this Agreement is held by any Court to be void and/or unenforceable for any reason, such section, paragraph, provision, or portion thereof shall be excised from the Agreement and shall be replaced with terms and provisions that are most consistent with, and which reflect, the Parties' intention. All remaining sections, paragraphs, provisions, or portions thereof shall remain in full force and effect. 28. Construction. The parties have participated jointly in the negotiating and drafting of this Agreement and the Letter Agreement. In the event ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word "including" shall mean including, without limitation. 29. Notices and Payments. Any notice or communication required or permitted by this Agreement or the Letter Agreement shall be given in writing either by: i) personal delivery; ii) expedited delivery service with proof of delivery; iii) United States mail, postage prepaid, and registered or certified mail with return receipt requested; iv) prepaid telecopy or fax, the receipt of which shall be acknowledged; or v) electronic transmission via , pdf or other internet transmission, the receipt of which shall be acknowledged by the receiving party, addressed as follows: Z:IBroomfidd\Hoopes\ CCOB(redline)Sudacd)seAgrecmml.docx Page 15 of 31 9 (i) - Page 27

28 Noble: Noble Energy Inc Broadway, Suite 2200 Denver, Colorado Attn: Wattenberg Land Manager Anadarko E&P Anadarko E&P Company LP and Anadarko Land: c/o Anadarko Petroleum Corporation th Street, Suite 1800 Denver, Colorado The City: ATTN: City and County Attorney City and County of Broomfield One DesCombes Drive Broomfield, Colorado Any payment provided for in the Letter Agreement shall be paid as provided for therein. Any Party may, by written notice as provided in this section, change the address of the individual to whom delivery of notices shall be made thereafter. 30. Access Rights. The City shall have the right to access and inspect the Oil and Gas Operations Areas in order to determine compliance with the applicable USR permit and this Agreement upon reasonable advance notice to the Companies, unless an emergency or other exigent circumstance exists. In cases of an emergency, the City shall have the right of immediate access to the Oil and Gas Operations Areas in order to protect public health, safety and welfare. 31. Dispute Resolution and Arbitration. a. In the event of any dispute, disagreement or controversy arising out of, relating to or connected with this Agreement, including claims for compensation or damages and the location of any well, facilities, access roads, utility lines or pipelines, the Parties shall use reasonable, good faith efforts to settle such dispute or claim through good faith negotiations with each other. b. If the Parties are unable to resolve a dispute through good faith negotiations with each other, any controversy or claim arising out of or relating to this Agreement, the Letter Agreement or the Hard Rock Agreement shall be resolved by binding arbitration before one arbitrator selected by the mutual written agreement of the Parties. c. If the Parties are unable to agree on the selection of an arbitrator, the Parties shall submit a request to the President of the Judicial Arbiter Group in Denver, who, in his or her sole discretion, shall select a single arbitrator from those retired judges working with the Judicial Arbiter Group (with a preference for an arbitrator with 7-AB-.6dd\Hoop.\ CCOB(,cdli.e)S.faccUse4g,-.t.do. Page 16 of 31 9 (i) - Page 28

29 experience in the fields of oil and gas law or real estate law), which selection shall be binding and final. d. The Parties agree that binding arbitration shall be conducted in accordance with the Colorado Revised Uniform Arbitration Act, C.R.S , as amended, and that the terms and provisions of this Agreement shall be construed in accordance with the laws of the State of Colorado. e. Within thirty (30) calendar days after the completion of proceedings before the arbitrator, the arbitrator shall issue a written, reasoned opinion and order resolving the dispute and establishing which of the Parties is the prevailing party on each of the issues submitted for arbitration. f. With respect to each issue, the prevailing party in the binding arbitration shall be entitled to recover from the non-prevailing party all of the prevailing party's reasonable attorneys' fees and costs, as well as costs associated with the arbitration of the issue, including without limitation, fees and costs charged by the arbitrator, plus all fees and costs charged by expert witnesses utilized by the prevailing party. The arbitrator shall include in the written, reasoned opinion the procedures which the Parties will follow to submit evidence to the arbitrator of such costs and fees, and the non-prevailing party's objections thereto, if any, in order to establish an award of same to the prevailing party; provided that, the order related to such fees and costs shall be issued by the arbitrator no later than thirty (30) calendar days after proceedings related thereto. 32. Waiver. The failure by one Party to require performance of any provision shall not affect that Party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. 33. Entire Agreement. This Agreement, the Letter Agreement and the Hard Rock Agreement set forth the entire understanding among the Parties and supersede any previous communications, representations or agreements, whether oral or written. No change of any of the terms or conditions herein shall be valid or binding on any Party unless in writing and signed by an authorized representative of each Party. 34. Counterpart Executions. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 35. Effective Date. The Effective Date of this Agreement shall be the later date of when all of the following have occurred: i) the COGCC issues the Order described in section 21; ii) this Agreement, the Letter Agreement and the Hard Rock Agreement are signed by the applicable Companies; and iii) this Agreement, the Letter Agreement and the Hard Rock Agreement are approved by resolution of the City Council for the City and County of Broomfield, Colorado. In the event that all of the ZABroomtic &Hwpc%II-9-I2-CCOB(rodlinc)SurfuceUseAgrce ml.do Page 17 of 31 9 (i) - Page 29

30 following do not occur, then this Agreement is null and void and shall have no force and effect. IN WITNESS WHEREOF, the undersigned Parties have caused this Agreement to be executed by duly authorized representatives on the dates set forth in the acknowledgments, but to be effective on the date set forth in section 35 herein. NOBLE ENERGY, INC. By: Name: Its: ANADARKO E&P COMPANY LP By: Name: Its: CITY AND COUNTY OF BROOMFIELD By: Name: Its: ANADARKO LAND CORP. By: Name: Its: APPROVED AS TO FORM: Broomfield City and County Attorney Z:\Broomfidd\Hoopes\ CCOB(redlinc)Surf.c Use4greanml.docx Page 18 of 31 9 (i) - Page 30

31 ACKNOWLEDGMENTS STATE OF COLORADO ) ) ss. City and County of Denver ) The foregoing instrument was acknowledged before me this 2012, by, as for NOBLE ENERGY, INC. day of Witness my hand and official seal. My Commission expires: Notary Public ZAB,..ieldV-Ioop.U CCOB(rcdline)SurfaccUs.Ageeman.docx Page 19 of 31 9 (i) - Page 31

32 STATE OF ) COUNTY OF ) ss. The foregoing instrument was acknowledged before me this 2012, by as for ANADARKO LAND CORP. day of Witness my hand and official seal. My Commission expires: Notary Public STATE OF ) COUNTY OF ) ss. The foregoing instrument was acknowledged before me this day of 2012, by, as for ANADARKO E&P COMPANY LP. Witness my hand and official seal. My Commission expires: Notary Public STATE OF COLORADO ) COUNTY OF ) ss. The foregoing instrument was acknowledged before me this day of 2012, by, as for the CITY AND COUNTY OF BROOMFIELD. Witness my hand and official seal. My Commission expires: Notary Public Z:\BroomfiddUioopis\ CCOB(rcdline)SufxcUseAgrconmcdocx Page 20 of 31 9 (i) - Page 32

33 Exhibit 1 to Surface Use Agreement among Anadarko E&P Company LP, Anadarko Land Corp., Noble Energy, Inc. and the City and County of Broomfield Description of the Property A parcel of land being described as Parcel 1 in Special Warranty Deed between Hoopes Farm, LLC and the City and County of Broomfield, dated May 20, 2005 as recorded at Reception No , on May 20, 2005, City and County of Broomfield, State of Colorado and Tract EE, Anthem Filing No. 22, recorded at Reception No on March 31, 2009, located within the City and County of Broomfield, State of Colorado. Z:\Bwamfidd\14 opcul-9-12-ccob(redline)swfweuse4grcemml.dcex Page 21 of 31 9 (i) - Page 33

34 Exhibit 2 to Surface Use Agreement among Anadarko E&P Company LP, Anadarko Land Corp., Noble Energy, Inc. and the City and County of Broomfield Legal Descriptions of Oil and Gas Operations Areas Z\Broomlcld\Hoopm\II-9-I2-0008(rodlinc)SurfaceUsMgreanmi.docx Page 22 of 31 9 (i) - Page 34

35 Exhibit 2 PROPERTY DESCRIPTION NORTH LOCATION A PARCEL OF LAND FOR BEING LOCATED IN SECTION 7, TOWNSHIP 1 SOUTH, RANGE 68 WEST OF THE 6TH PRINCIPAL MERIDIAN, CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO. COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 7, AS MONUMENTED BY A 3-1/4" ALUMINUM CAP SET ON A #6 REBAR, PLS 24942, AND CONSIDERING THE NORTH LINE OF THE SOUTHEAST QUARTER OF SECTION 7, AS MONUMENTED AT THE CENTER QUARTER CORNER OF SAID SECTION 7 BY A 3-1/4" ALUMINUM CAP ON A #6 REBAR, PLS 35597, AS BEARING SOUTH 88 21'11" WEST, BEING A GRID BEARING OF THE COLORADO STATE PLANE COORDINATE SYSTEM, NORTH AMERICAN DATUM 1983/92, A DISTANCE OF FEET WITH ALL OTHER BEARINGS CONTAINED HEREIN RELATIVE THERETO; THENCE S 47 27'13" W A DISTANCE OF FEET TO THE POINT OF BEGINNING; THENCE S 80 52'51" W A DISTANCE OF FEET TO A POINT OF A CURVE NON- TANGENT TO THIS COURSE; THENCE ALONG THE ARC OF A CURVE CONCAVE TO THE RIGHT A DISTANCE OF FEET, SAID CURVE HAS A RADIUS OF FEET, A DELTA OF '32" AND IS SUBTENDED BY A CHORD BEARING S 74 11'32" W A DISTANCE OF FEET TO A POINT OF A CURVE NON-TANGENT TO THIS COURSE; THENCE ALONG THE ARC OF A CURVE CONCAVE TO THE RIGHT A DISTANCE OF FEET, SAID CURVE HAS A RADIUS OF FEET, A DELTA OF 39'40'16" AND IS SUBTENDED BY A CHORD BEARING N 21 32'16" W A DISTANCE OF FEET TO A POINT OF TANGENCY; THENCE N 00 31'19" E A DISTANCE OF FEET TO POINT OF A CURVE TANGENT TO THIS COURSE; THENCE ALONG THE ARC OF A CURVE CONCAVE TO THE RIGHT A DISTANCE OF FEET, SAID CURVE HAS A RADIUS OF FEET, A DELTA OF 72 58'02" AND IS SUBTENDED BY A CHORD BEARING N 37 00'20" E A DISTANCE OF FEET TO A POINT OF TANGENCY; THENCE N 73 29'21" E A DISTANCE OF FEET TO POINT OF A CURVE TANGENT TO THIS COURSE; THENCE ALONG THE ARC OF A CURVE CONCAVE TO THE RIGHT A DISTANCE OF FEET, SAID CURVE HAS A RADIUS OF FEET, A DELTA OF 17 03'33" AND IS SUBTENDED BY A CHORD BEARING N 82 01'07" E A DISTANCE OF FEET TO A POINT OF TANGENCY; THENCE S 89 27'07" E A DISTANCE OF FEET TO POINT OF A CURVE TANGENT TO THIS COURSE; THENCE ALONG THE ARC OF A CURVE CONCAVE TO THE RIGHT A DISTANCE OF FEET, SAID CURVE HAS A RADIUS OF FEET, A DELTA OF 90 00'40" AND IS SUBTENDED BY A CHORD BEARING S 44 26'47" E A DISTANCE OF FEET TO A POINT OF TANGENCY; THENCE S 00 33'33" W A DISTANCE OF FEET TO THE POINT OF BEGINNING; SAID DESCRIBED PARCEL OF LAND CONTAINS 422,065 SQ. FT. OR 9.69 ACRES, MORE OR LESS. 1 Page 1 of 3 9 (i) - Page 35

36 SURVEYOR'S STATEMENT I, AARON A. DEMO, A PROFESSIONAL LAND SURVEYOR IN THE STATE OF COLORADO DO HEREBY STATE THAT THIS PROPERTY DESCRIPTION WAS PREPARED UNDER MY PERSONAL SUPERVISION AND CHECKING, AND THAT IT IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE, INFORMATION, BELIEF, AND IN MY PROFESSIONAL OPINION. AARON A. DEMO - ON BEHALF OF BASELINE ENGINEERING CORP. COLORADO REGISTERED PROFESSIONAL LAND SURVEYOR #38285 BASELINE ENGINEERING CORP TH AVENUE, SUITE 105 GREELEY, COLORADO (970) (i) - Page 36

37 EXHIBIT 2 R=200.00' A=17'03'33" L=59.55 CH=N 82'01'07" E 59.33' M 15/ 3.25" ALUMINUM CAP =, ca V)/ PLS '27'07" E R=200.00' A=90'00'40" L= CH=S 44'26'47" E ' POINT OF COMMENCEMENT EAST QUARTER SECTION 7 FOUND #6 REBAR WITH N II R=200.00' 6=72'58'02" L= CH=N 37'00'20" E ' NORTH LINE OF THE SOUTHEAST QUARTER OF SECTION 7 BASIS OF BEARINGS S 88'21'11" W ' CENTER QUARTER SECTION 7 FOUND #6 REBAR WITH 3.25" ALUMINUM CAP PLS POINT OF BEGINNING NORTH LOCATION ' S 80'52 51" R=200.00' A=39'40'16" L= CH=N 21'32'19" W ' R=200.00' A=112'05'32" L= CH=S 7411'32" W ' NOTES: 1. THIS DOCINIWNT IS NU A LAND SURVEY PUT OR YPROVEMENT SURVEY PLAT. IT IS NOT TO BE RELED UPON FOR THE ESTABLISI00 T OF ANY LAND BOUNDARY. EASEWENT, FENCE. BIJLWIO, OR OTHER FUTURE IMPROVEMENT LINES, SYMBOL LEGEND ALIQUOT CORNER AS DESCRIBED 200 GRAPHIC SCALE (IN FEET) 1 INCH = 200 FT _SELm 710 AVENUE,1SUITE 105 EY, CO "engineering corporation PH (970) FAX (970) SCAIE 1' - 200' I ORAYN BY: AAD OEiK 91A1 : I DATE: $/7/12 SUA - NORTH LOCATION (PAGE 3 OF 3) CITY AND COUNTY OF BROOMFIEID SUA BOUNDARY BEC:207-PL SECTION 7 T15 R68N 6TH PM B30OMFTEED COUNTY 2 BASIS OF BEARNCS-THE NORTH LINE OF THE SOUTHEAST QUARTER OF SECTION 7, TO9F15H0 1 sum. RANGE 68 WEST, IS ASSUFIED TO BEAR 5 68'21'l1' W BETNEQI THE MONAIENTS AS SHORN ABOVE. 3. ACCORDING TO COLORADO LAW YOU MUST COIC/FNCE ANY LEGAL ACTION BASED UPON ANY DEFECT N THIS SINREY HMTH IN THREE YEARS AFTER YOU FIRST DISCOVER SUCH DEFECT N NO EVFM MAY ANY ACTION BASED UPON ANY DEFECT N THIS SURVEY BE COMMENCED MORE THAN TEN YEARS FROM THE DATE OF THE CERTIFICATION HEREON. 4. THIS EOQIBIT WAS PREPARED BY AARON A. DEMO. PLS. / 38285, FOR AND ON BEHALF OF BASEEIIE ENGINEERING CORPORATION H AVENUE, SATE 105, OiREE.EY, COLORADO (i) - Page 37 W

38 Exhibit 2 PROPERTY DESCRIPTION LIVINGSTON LOCATION A PARCEL OF LAND FOR BEING LOCATED IN SECTION 7, TOWNSHIP 1 SOUTH, RANGE 68 WEST OF THE 6TH PRINCIPAL MERIDIAN, CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO. COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 7, AS MONUMENTED BY A 3-1/4" ALUMINUM CAP SET ON A #6 REBAR, PLS 24942, AND CONSIDERING THE NORTH LINE OF THE SOUTHEAST QUARTER OF SECTION 7, AS MONUMENTED AT THE CENTER QUARTER CORNER OF SAID SECTION 7 BY A 3-1/4" ALUMINUM CAP ON A #6 REBAR, PLS 35597, AS BEARING SOUTH 88 21'11" WEST, BEING A GRID BEARING OF THE COLORADO STATE PLANE COORDINATE SYSTEM, NORTH AMERICAN DATUM 1983/92, A DISTANCE OF FEET WITH ALL OTHER BEARINGS CONTAINED HEREIN RELATIVE THERETO; THENCE S 37 28' 12" W A DISTANCE OF FEET TO THE POINT OF BEGINNING; THENCE S 00 20'58" W A DISTANCE OF FEET TO A POINT OF A CURVE TANGENT TO THIS COURSE; THENCE ALONG THE ARC OF A CURVE CONCAVE TO THE RIGHT A DISTANCE OF FEET, SAID CURVE HAS A RADIUS OF FEET, A DELTA OF 89 57'42" AND IS SUBTENDED BY A CHORD BEARING S 45 19'49" W A DISTANCE OF FEET TO A POINT OF TANGENCY; THENCE N 89 41'20" W A DISTANCE OF FEET TO POINT OF A CURVE NON-TANGENT TO THIS COURSE; THENCE ALONG THE ARC OF A CURVE CONCAVE TO THE RIGHT A DISTANCE OF FEET, SAID CURVE HAS A RADIUS OF 635 FEET, A DELTA OF 58 41'41" AND IS SUBTENDED BY A CHORD BEARING N 48 53'28" E A DISTANCE OF FEET TO A POINT OF TANGENCY AND THE POINT OF BEGINNING; SAID DESCRIBED PARCEL OF LAND CONTAINS 116,925 SQ. FT. OR 2.68 ACRES, MORE OR LESS. SURVEYOR'S STATEMENT I, AARON A. DEMO, A PROFESSIONAL LAND SURVEYOR IN THE STATE OF COLORADO DO HEREBY STATE THAT THIS PROPERTY DESCRIPTION WAS PREPARED UNDER MY PERSONAL SUPERVISION AND CHECKING, AND THAT IT IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE, INFORMATION, BELIEF, AND IN MY PROFESSIONAL OPINION. AARON A. DEMO - ON BEHALF OF BASELINE ENGINEERING CORP. COLORADO REGISTERED PROFESSIONAL LAND SURVEYOR #38285 BASELINE ENGINEERING CORP TH AVENUE, SUITE 105 GREELEY, COLORADO (970) Pagel of (i) - Page 38

39 :5'1: POINT OF COMMENCEMENT / EAST QUARTER SECTION 7 / FOUND #6 REBAR WITH / 3.25" ALUMINUM CAP / PLS NORTH UNE OF THE SOUTHEAST QUARTER OF SECTION 7 BASIS OF BEARINGS S 88'21'11" W ' CENTER QUARTER SEC11ON 7 FOUND #6 REBAR WITH 3.25" ALUMINUM CAP PLS N / / POINT OF BEGINNING LIVINGSTON LOCATION R=635.00' A=58'41'41" L= CH=N 48'53'28" E '- SYMBOL LEGEND ALIQUOT CORNER AS DESCRIBED LIVINGSTON LOCATION 2.68 ACRES GRAPHIC SCALE R=250.00' A=89'57'42" L= ' CH=S 4519'49" W ' N 89'41'20" W (IN FEET) 1 INCH = 200 FT 710 SELINE GRELEY, OD X 105 "rte" engineering corporation PH (970) FAX (970) NOTES: DWG SCALE: 1' - 200' 1 DRAWN BY: AAD 1. THIS DOCUMENT IS BQL A LAID SURVEY PUT OR MPROVOIONT SURVEY PUT. IT IS NOT TO BE RID UPON FOR THE ESTABUSMIENT OF MY LAND BOUNDARY, EASEIWNT, FENCE. DETAIL SCALE: DATE BUILDING, OR OTHER FUTURE MPROVOENT UNE5. 2 BASIS OF BEARINGS-THE NORTH LINE OF THE SOUTHEAST QUARTER OF SECTION 7, TOWNSHIP 1 SOUTH, RANGE 68 NEST, IS ASSUMED 10 BEAR S 66'21'11' TY BETMEEN THE SUA - LIVINGSTON LOCATION (PAGE 2 OF 2) MONUMENTS AS SHOWN ABOVE. I ACCORDING TO COLORADO LAW YOU MUST COMMENCE ANY LEGAL ACTION BASED UPON ANY DEFECT IN THIS SURVEY NDNN THREE TEARS AFTER YOU FIRST DISCOVER SUCH DEFECT IN NO EVENT MAY ANY AC110N BASED UPON ANY DETECT IN THIS SURVEY BE COMMOICFD MORE THAN TEN YEARS FR011 THE DATE OF THE CERIBICA110N HEREON. CITY AND COUNTY OF BROOMFFLD SUA BOUNDARY BEC:207-PL SECTION 7 TIS R68F 6TH PM 8ROOLFE1D COUNTY 4. THIS D MT WAS PREPARED BY AMER A. DEI10, PLS. / 38265, FOR AND ON BERME OF BASII/E ENGNFERID CORPoRA110N, H AVENUE, SUITE 105. CREO.EY, COLORADO (i) - Page 39 C,7'I

40 Exhibit 3 to Surface Use Agreement among Anadarko E&P Company LP, Anadarko Land Corp., Noble Energy, Inc. and the City and County of Broomfield Use by Special Review Permit for Livingston and North Locations Z:\Broom6dd\H.pcsU CCOB(rodli-)&wf-UsrAg-tA- Page 23 of 31 9 (i) - Page 40

41 9 (i) - Page 41 O-A as s:a rn Ha ^r 9MH ^t ^ht fl*^.t ie 0[5[)^*7 a^owm toll ouk, 7$I Rn csic uhf O. tty ^D 1] foc 4[i R '_`IlL io(ll to Pb(tU tall N(ilF^u R7L W1fM^3 NOH AA ^IT. PY}it rrtl0dfll ^c.^.iu xat r.,. +o.*t r.i K Frye Y a+rm ^aew weir rnvttc m^ r a A,u r. "NYC)-(.u m.c nn o.r. u.a Recmdcd 7jI21toll WELL 43-7 SHEET INDEX USE BY SPECIAL LOCATED IN %CM 7, TOWnUP I SOUM AA1 d! WEST, 6-M PiL MY AND COUNTY OF BAOOII'iiu,n STATE OP COLORADO F REU;TATBBf^ 1 ^A A RH.C A F IIIi/1J ^'I[isYrC U4llx M H 5'^[ o m.nur ^^. CO rtfp^ SY[ M^ NS 9 IW Nti MC (D^[fl^ If(aFtc `X 114rt a RI] ^[gjfl(f'c L rt r f^ Y[.1e n IY(C[x th

42 N LIVINGSTON WELL 43-7 USE BY SPECIAL REVIEW LOCATED IN SECTION 7, TOWNSHIP 1 SOUTH, RANGE 68 WEST, 6TH PM. CITY AND COUNTY OF BROOMFTELD, STATE OF COLORADO R 404 I Ifd^ PROPERTY DESCRIPTION: : a2rx awn a ero6lran IrAS cx: re6n ^A zowc P5 0CL1l4t,T.7-1-se x35 u AM rrt Ac 1/ It P52m 1 As lcsaeem AT NLLl ' br R(W RPIND YI]Ac Y/55OiIMIS'A5 9q T.P 01 BR00*402 ION] R1U J r: d1:a]Nltl 0 e00110i6 RAROL 2 _ - P ff^. A ^i ^ e10U 1413 V2 CP01 Ald ' zoevs 0Pf71 IDA n OES Q 55ib M19r: Ni0Ree67L5I E+lfM iil i 1 +N141Y+^FYrri^1i PId UlR810 CI01 MINERAL RIGHTS OWNERSHIP: ec'm't A2 er: RiAF.i ^d^, ^r 1eYI9 051: 15az 615RGr o1c er: I /V er. R 3J i e7c h'i 4143,41ID e4*40 MS I/"'y -d!l 6,-L ett?uwmt^gcg6-r.51i-^o^.1rl^f-la-fier 1x[33 ur uo u61552 su !0.5 q-v-zol'^ ENGINEERS STATEMENT A A A IXA'^ RR00L N 11f STAR 0 000RID meq WITI, SEAR RNI 1247 MO N604RY K Rv.1S xr DIQLROIL rausor 5250 a uame46 twmac ca9..r m I IS I5 I 3 t ^ A a h LAND USE REVIEW COMMISSION CERTIFICATE 122 USE ey '4 6 Rf0L00'04 4W API.VIK M emarna U45 Ig W 116 ysyar 0. MIII CITY COUNCIL CERTIFICATE: r1 ' y - SEG. arc r1r.201 R61r BEFORE YOU, DIG CALL UTILITY NOTYICA71ON CENTER OF COLORADO KEY MAP DESIGNATED OPERATOR OF WELL m 4Axc cs a eon SHEET INDEX % energy DIG SAFELY 9 (i) - Page 42

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44 5 h I a e s c s Gs F.rN-arty ^ ^_^Arr.r a iyywi..u... DIG SAFELY BEFORE YOU DIG CALL: UTILITY NOTIFICATION CENTER OF COLORADO A9110.OIOE umlr w, OLLWOR VEll ISO SW (10MQ i.w( ' SIC (014) N LlO11 ill-5010 IE.tE1IE1 lei-10a6a W1 ICE 11EY WETTO TIE M IntEE MO '1000 WIn te E 110 IIE.OE 0000 AEII MO 9101( SLIME %.E ME IIIDI M AL 1\ WII1D WNEL 101 IOW ION MO NL LOS 103 AO1 ml M AL WOIWE ro 1wml nm ww ammr OSOO I f 0m tam 9015 L MA Ig09 I. A lillymt Mu119s II It I[9a111mroxan 1 TIEWO I ru E MD MnlarM. Ilaolro lle 69115E sa Alt AS1 2 Itl}O11QR 9W11N1EA I!?61100i l ME ME lwoo6k11e1q0 W.OIIL IE10 OO00 00DO 4[011 ae1e1r culm art xala ne rvau no 4LWl talme OAt IIAI1101 Will 10 V.6 Ir OO' OEIQT 1W (D li- El-ME (p Ir lu+m no 9nua WCl. ISOr w a 100Ẹ /kl 9E E04 4 WOE IS ME Wit IO0@ MU GIK E SIl%L all r/li me Silly WEE Son 0.MIILL SWL E/ll me SO`ES OWtliO1 In YI 10 kl 111 aove 9 (i) - Page 44 4bb

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IM (]) GK P1W 10 M (101040, 121 (1) 'A0-! us (0 W a O( QUfit/Y UA0 X0 5 a 5090 MO ! )a. 10/01 ME (3110 A SOM M OELL M EVIY NR 015 5[00a 10*0 a 0001E AT A ! /001114LL 150IX x1110 TO a1)0) E M G M 3x AS M p1 / E ( !! TE PEARpi A , A Iu1C M OF ) , x (1) (5) Y M VhWSiW 161 I 5 A CdW50W 0011! OUT M C RIA4: 100 / rar IS1*0003 N NM Cmm R1B 01p W M 9)5 1)µl M IE5 PR43Tf a 00 " IMN 100 M a 1011( 103E NO(i[ (AV. 6 M'tM ae !0! OWN 001[ 3001, t1000n MSTILID NL a M r11l 01911, 9PMAlm 00.41, ONHM A E 0r (4) QE1 ORP 0.u H N11H0L5 10 M x 00000E 00) [ ME M N)5d LE CODE Af S0 k 400Piro M 35(014D 3111X0 CmG M rt05h 610 H 0010IS C0615U Y ONEIq (00) 50(040 m qop 5110 CG100 ME 31110^1[0 03 ME A IALW M SOf[tt ANY Mr010M AISA 0 -G 0 5 SA IE M AT M ro M E 000 COaC ME (0.M H 901 M [0X NM1 R U0E(15 ^014 N )H * ILO LL *02/ l mbiro Nm 1930,000 MIA AND E0x ain 10"506 NRIhAM M 501. OMT WQrs a GI IJY (0 YWMY 4110 M II 0. N M 0100/ lakk A ! 105[ Y R ( M^III111611E SN W m M GS rll 0 /5 IL x00 A AND 4 PN 4 a M 5115J, 0)01 0x01 II ) GQD M 0110COO NO [01111 )50x008. M MOO A1Ep 0160E t(e a A 1ELL N M IQ.O 6 NL A.0110 W M AW a 00 YER E N tls TN.VI.I- III 005 2t R 01E^0( M NLL A a SNg5 0 W MAT NHE NO AMVOOINF RU RM0011X1a A5f1L , ( FA QYWK x-(a2 a , 00 M _ amn191e SURFACE OWNER (0160aWOWf40 OIL AND GAS LEASE OWNER: LINE ( )10, 1NWM 0e Erow owx]4. Naum 5000: BMC SECTION (B) 9 (i) - Page 45

46 0 LOCATION OF DRILL. SITE LIVINGSTON WELL 43-7 ^16P+N44h+dF}1^kt^il+IW 14+1^AAN 0101 USE BY SPECIAL REVIEW LOCATED IN SECITON 7, TOWNSHIP 1 SOUTE, RANGE 68 WEST, 6TH PAt CITY AND COUNTY OP BROOMFIELD, STATE OF COLORADO I ^ S BNC - SECTION (C) 4.TS 7.5 IWU1E QUAD - Eb5RNO WATER BODIES AND WATER COURSES 5151 R.T.S. BNC - SECTION (A) COCOC GIS ONLINE )0 OIL AND GAS WELLS 515/ N.T.S 91C - SECTION (B) DIG SAFELY BEFORE YOU DIG CALL UTBLTY NoRE1CA11ON CENTER OF COLORADO I 2 3 B M C B B s - 5 CI m I (i) - Page 46

47 H\4uN.N NN «C\163 L:M9,tr weii+-bmmm!^22\o,4*m4a\ CML - SIMROIJ 3-24-II\163 - CML. 0.g. 5/25/2011 F^ 24 og^' CITY OF BROOMFZLD NOBLE ENERGY COUNTY OF BROWFEID mw s^euln.u MS/N1ED BY BALE PVPROIm 1/1]/ = SELINE.N- rn Ll1NGSTON WELLS USR SHEMM AND LM L RTE CROSS- SECTIONS L 9 (i) - Page 47

48 Exhibit 4 to Surface Use Agreement among Anadarko E&P Company LP, Anadarko Land Corp., Noble Energy, Inc. and the City and County of Broomfield Construction Plan Approved by City on June 3, 2011 for Oil and Gas Operations Areas ZABroomfielMmpes\ CCOB(rcdlinc)SmfeceUsMgr a mi.docx Page 24 of 31 9 (i) - Page 48

49 1--1 PROPERTY DESCRO)1ON olxz an Oro m6rca WO ICL ORM 4000 :o1u no 0011, I-4 0( M 50 I/4 a I AS 010 I Al x )40 V/0 0 a ROW ISAS H R11 WiA4U Pt ttlpf.wa 11NL000Wft P[m1.]tW1lW Pdtl31-L ^tlt On 1xD [0404 a 6R1C'VRlO mac ad m.1c QCI 1M00Y ^,^ [0 I, LIVINGSTON WELL 43-7 CONSTRUCTION PLANS LOCATED IN SECTION 7, TOWNSHIP I SOUTH, RANGE SE WEST, 6TH PM CITY AND COUNTY OF BROOMMD, STATE OF COLORADO KEY MAP DEW,MTED E N8L a co x SHEET INDEX noble 1 energy N GENERAL NOTES A S:i0*. 1 H dt f 00 60)0 / /410 1 SR011[Aâ(0 A16!Ul0 500 MO IQO I UroG tr^i / 04)0 9 MS: I,0. 0 M 10310lW , M 09G W41rc SHALL 4flY E 161(4 4/4/1040 rr M arc a Yo9n19 x OI1p111Z I0R A M YII10M9d p 54D 50/410/41 lm0 t HLOMM NAK O[m9i4D0>r14M g000[u1WR /O A000a AW10016AO /OS TORH A 060/4 1 1 l M u/Y a âu.1 H (01001 a YEi Y EY Yon d 1405 a H E I l E40 M HItW HMGY1410 AOfAR19ID 1100 AS 0116 IXACfQt4ltit M(410.4.W IOG96 CM1 / [10VAâ[1 M 0001ES1 A a AOT A Nf !9 f011y 0 *40101 l x10 II R Irc a H 04x10(4106 W 000GA.ILL Ctl4111D MIT 00111C1111x 1 f1ov19d Y110.0fR6901d ME 646 S 11 / E / Iq H 050( a1[IpH. 01Tx0111G1d aaao /44 0 0EN1I1O. A0G5 H E 1AL 06104, 00,GIOU14ON02 t M Ml040IO / M 00, M V4 104 ADM Y 040 IS O4Md 100 A a I W011/0416/0*0 010(410II AVT /44 a X2 1*00 A 4104 ^1 01R1 a 9 M Mai t E I0r}01E a 51) x01111[ , 9010, O1R l M WM-D./1 MYL 91(01 F IR M / 0 /0100x m H 4RO1/0 ^^K41161r(m6 mum.anl0q ra D11nuurc w<as mm R M0011u(418OIIB46^t 18 RAtl101L16M M M t61110,OD10 9 ^^^ PUI1ry R 0[OpuEn A 0E 60^Yf ]611110, M / [ ]00 810E A MA H /01 H K 4â091[ 081IDx0 00NF4Y6 00[ a 1(W%CEl1 Otlm u0 0.f 1R/DID Itl1 H 9TL WORM ( H II D6ow2 H 1001 un 94umIA x E unrlat IS 16061! ON * Al H RY A /4 IXL 901 EI[ASASHf5111E M6SV01. H41Y Y0rtWI16MIm0 m 1EOSE 4ar1D641191x /49.05 s 1[ ( /011 I *1.00C ALxa0NI lM AS mr01ffro10y10yry VI ,401/4140.0^ RQA a IS CYF;180[ 506, /00. 01YgR A M RA4]p 8! Al H / , 9x E 164/410 d x 1/ ^alrvxmn 91411( 1@6'11 Ta E m110161st Au6m M 00[CI / IIA M 46RK C M 1@ a M Ot 0 WI 01p9K4191[NOAV4Nt0 100/0 A11t1E1dARSaR6 <O OO.WS GIIY 1NGU1IPR S ETATEME W 0131/40/6. 11E6 x Ini u0 W ^M HA"5111/413 u0 9 [O11UFA6 4D U10R RJNmU 10'9x00uG OW4 u0 TOR1i / x[9pgun 0 H DIG SAFELY BEFORE YOU DIG CALL I 81 UTIOTY NOTIFICATION CENTER OF COLORADO 9 Cl N r 9 (i) - Page 49

50 LIVINGSTON WELL 43-7 U CONSTRUC1i0N PLANS LOCATED IN SECTION 7, TOWN9IP I SOUTH, RANGE 61 WEST, 6TH PAL CTIY AND COUNTY OP BROOIIPIELD, STA17B OF COLORADO All work Shall be constructed to City and County of Broomi,ew STANDARDS AND SPECIFICATIONS. This drawing has been reviewed and found to be In general compliance with these STANDARDS AND SPECIFICATIONS and other City and County requirements. THE ENGINEERING DESIGN AND CONCEPT RB.AWS THE RESPONSIBILITY OF THE PROFESSIONAL ENGI R WHOSE STAMP ^INtf SIONATUREA /^^c-. Accapled by: ^`^^^ C y1,001 DOW FLNOC INSTAL A002 OCTAL r m sour arrwr^^/^ Y^a6 011 En(D11LiAlt1 T1S lnp1l[1d 5 K DOpf NLU[v15 ^S rwas rs Onus Ixm snr r a amrv1: mi arts No MroiCOW 9r6 SvN1 YRN% xdl lns FW h' rfb1 lb' IUp6 'Nil 9f5 uw 140LCDW 516 Sx4l Y1W (qt t6i 9YM ]N'Atll 64WG5 5 [[,0111 * R un 1A^1 W15r15l0 SIO n^ 111 (w rwc 0O1(141.b I I /" auh ^i (ms = M7 m^i11[x^1f11..sapr O%1T vtiis^nn al a{gav"ms Ktt55 MNS 9Wl fixsra' ifd.lt 111 MDOif41D um Garll[MQS^Iw(D 1^,ww Sr^im o1d6wsuwu i Wrâ.W 9G4D /S N11 mos i cw. m1s am 5x40 NE 1/4 SE 1/4 SECTION 7 Nx f ^_^" _ l.r^ D4Dn^.Yaa Ott ON]19I[ N&/11f Hill 1[>011 angli fnila14 GR IoW 1M1 M npi [f 1,nY 9W1 GMR[RD.cramu m nmau^ln suoums to s11imc.m0 DIG SAFELY BEFORE YOU DIG CALL )[ UTILITY NOTIFICATION CENTER OF COLORADO n1nu^ 1N]11Y 10 m70 ^d^tr,r^ / oa11x w meslrk a: ^8t,'p / IDi i 2 C2 1aD^m rsm.^i»l^ca^a.r DS^1r +o.^' mss""o rua a^nac I(l vn.c^ 1D emmzld a v^'inm SO.Fw r0 lrnir/{nm U1M' logrnnf Nn Nn acu.u s w 1io(^D ualra sui ncr amovrtl0 uno+ lcaunaals roa r.rowa cvslwem..m rvnlc woclac a uo onal a rtt.oxaam D rlnrxi uc Yra uc D(_va1 xvd maanslnx wl.1.mimua rm w ioll1wrou r(^ rui^l^ i r s1e PUN (4014) I A rum 1aa won nark nru urt rm^mdmia 9 (i) - Page 50 IV

51 W LIVINGSTON WELL 43-7 CONSMUCITON PLANS ' LOCATED IN SECITON 7, TOWN. I SOUI$ RANGE 61 WEST, 6TH PAL / / CITY AND COUNTY OP EROONPID.D, SPATE OP COLORADO Jill met. u D^ na xc anr: nrd ' - - I l r / -Im fwv.a WAo / w0.1..swi^e rm1v1.31ari l IV FIi av WEAn 'oupty c 11 field TlsbraM sen nplio1 I t e APPURTENANCE DETAI[.."o I. - ar a VNG J A ^N378! l('1,1 :ieoa"aa in:iuscrar -'J ' mp, ne wwmrs c uwm^w w m m wum I rmmc ara xo 2mrarln au,c sw w 9Yr( ra^.ic6 IIn[ ICI ImI.MNID IDlD'IIOR rp pf / ^ Wm f1o4 CDR IQES IbD /10 LID AN/.l WS 1.01 mwuoa m moa a aw arwm LS T. WL EAf MC A CIA. UAKror,^ m2ah..nw AIIC la? Drv m D5 0a. anon wn^aa an art Ar 11I1,,11Y11 axn. I ' ora "6 wim m'cu \ \ eo-utew ` I \ ^ ` I ((/ I l1l II Ywvr^ora x11 xr W ^ `^ ^ f \',I^1^.lii lilt.i'^ ii, \ 1 \ \ l11 7 L/^wLYEImCE arrtn mx Cif xo mum a woman ra uuw Aw urmrn rp}1 m m A^ 0 A auwd r[art. 6f UIauu MAKA tiv 0,. 11ma w^ia^^i.c ^DU 'moo v ttlarv^ m ^al. m^i mars Inwila cvm m u rlam ro adaar Luc saanx 12 (2`0 210 ruo w.an rcxmll ALL WEATHER ROAD SECTION a -TED me vw (-In a11idc V/AL 0211 VOW mpw DIG SAFELY BEFORE YOU DIG CALL 14DO UTRITY NOTIFICATION CENTER OF COLORADO In C4c G ^ 1 F.4 9 (i) - Page 51

52 to A ST C4 Ri LIVINGS"TON WELL 43-7 Surface Roughening (SR) EC-1 WNSTRUCt1ON PLANS LOCATED IN SECTION 7. TOWNSHIP I SOUTH, RANEE 61 WPST, 6TH PM CrrY AND COUNTY OP EROOMPHIIA, STATE OP COLORADO SR ^rola,. uno r,. ' I`' Ac Cnl X =x_x=_x-x- ^ ' ^N^n :cx >da.nan n ^\ I 1 III~\\^ ^. Ym,+x Inc.Ill -- narlda ///^ s>' k^^lxp+x- J i Tuarc MAMA ornurc \ uo aunn a wl \,^ ^ le cuarc nw I Tarim urur u>m X IIITT^ / k e I y' rmvc MiRRr A \\ `\^ _-snr`_ 15C sww" avua scut mer. roewcr,r aac _ / \,, L,1 SINIIIArAI,MI - ^ i. ^^/ /"`\II ^_ / A 1^ / No rueuaxr m>s tl016r. 1dlCGrf m,4 ^ ^ ^ ^ \ ` - ^ C I- 50 /, ^ TA1IX EATIFRY ACCEA ROAD A PAD (ROTON CONTROL PLAN C4CR EC-I Surface Rou ghwing (SR) O+mp _I _ wme' uv ri "'L n Ar m t utt I'IRORIIaI mrlm / YwTA r I4 X^x`X. a,.um b. R^ ^... ^?no /\ a R NEE ANt - / =manor t>ru 1^.Rn III, ;^^^ una 1111 ^I II vl :, I r 2 TARt ACC ST PAD CONTROL PLAN CCI t I/II ( 1 uq I G it// Tlf9MnN - \ A J ONM^S feyt - 1 caar.c s:ut OR rnt) / ---x X- >mnrttot00 LT /s,ux OAKS-x-x- RTmwl mnla wa T maon naut ICG/SWAT RATIO N tr0ov ^ IvrAA ^, 0 Ruwc m Rxma mus su.e 1 irff \ \ll Irk t 10G ro Oval TInIWR11 uu 01 TAO PIOA n ono OlRlcr ra Rai Rxvar. AI work shall ba.coestruotedt arxi{',ounty fgomfield S ANDARDS '^drik has been (awed and found to be In general compliance with these S ANDARDS AND SPECIFICATIONS and other City and Cou nty requirements. THE ENGINEERING DESIGN AND C NCEPT REMAINS THE RESPONSIBILITY OF THE rnlru wnxr P OFESSIONAL ENGINEER WHOSE STAMP AND Raa auxa 611 wu SI NATUREAPPEA HEREON Joh-No= A"M OOVRn A RN.S avjal [9xrR lhrr vuu a A wao Rannaa In sr.^ "u,m Ns DV'J[II la' ACE 16-E b n N1Ylo11D [pall A epted by DIG SAFELY EEFORE YOU DIG CALL U7I1JTE NO71FICA110N CENTER OF COLORADO -Pb 9 (i) - Page 52

53 LIVINGSTON WELL 43-7 All work shall be constructed to City and County of Broomfield STANDARDS AND SPECIFICATIONS. This drawing has been reviewed and found to be in general compliance with these STANDARDS AND SPECIFICATIONS and other City and County requirements. THE ENGINEERING DESIGN AND CONGEeTR a9emains THE RESPONSIBILITY OF THE PRA,,%( yl", jd{(,veq,% NpSE STAMP AND SfONATtl14c^'r CONSTRUCTION PLANS LOCATED IN SP.CI7ON 7, TOWNSHIP I SOUT$ RANGE 68 WEST, 6TH P.M. CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO ]NULL RLL ara.w Aro aeu1w Atsal ataiayl x141.1 SINS TAILS NC a arma 1ffiTA llu(01ic CALl ]] Oro AM PAI AT sslsi q RA gaacu ilvs ECI.SIST.A ' AIXX SELL SR ADAE ni a POCACO (ALA M Alit AuL St axa KI rk F,u^Rxl xm afn RIOIm Nl (KM qal WY xa5 S91 SRrAS]m ILL R 5YAh0 AIWA Ixix ME ^M4 q ]11 AAMOM^R RERtA KL 9R ah1wubx Ml Y nr^0.v^ vm x on Ave cd.rrr a Aavnm amarre u xeai M M mas arulun BMC SECTION (A) SURFACE OIULER AND OPERATOR INFORMATION LAAUSRAA WI[CAIC CA RUSO. ]AU.]] Aral, AAMLAT LAaw CODA ]Nano CAORA]r0. ]AR I.. ACLEa, xsu4 AAICNiq a RdWITA x.ia naai CMq ALMSL solmacaer.e.rrir son xru Rm [cwve Awls SURFACE OWNER mem a IDDKnn RI^DSm.(s MOR090 CD Z. INC SECTION (C) PERMITS FOR OTHER AGENCJES NL-RA1F. NQ - r M 5R SR 9RFA -- TACK Kc= m+iriuw^ s «imlu to a M0 =A[r[.x n nos aa^ulv `x r,( n NSO AArn TD fait PRC IOTA HRIAXK TO na rir](xw1 AM 10R[IM POnAAr] «M DRa q q rnl A' ALL ASS ro AA1A Rfx. MRTAxR «M 140 TASTAS N (AtTIC COIL e+daxtiai nc Ilur[xu[) IINI Iss-sro] MO. M ICILVA«C KOBNLq AS H N0 Alt [AR TAtR N YAT a IRO YY WROC ARHRS AS 6 Am CRRAALI IAIOR IO KLr ACwf A[Eq HCaS[Y raq AI CONE I5K11mHTAA COG INnEYALF7 IAA) TLS-5aq LvO611xY 91IAnai^ DvR asy DESIGNATED OPERATOR OF WELL Lowly R arodlrne: «coa To LMIT. C w x sic. M riakrd)5 er CA RN avn L TIC I Y A ro Aof[m. MmnR RII.e NI 1 ^0 ulmthc AMU_ O,gOl T W}M,I IT M'pptprowa v^60 i^0 AOTA>vD R M Cq AU ID IAAnIL M [A..1 MI qi0 M lcll1s4i absll DLAN x HMr A(Al p In x COUL itl OrNa STAR q RDAK naur A5 SApYTfO. OIL AND GAS LEASE OWNER! PDM F `LARIAT nh eadway. SAR llm RAVR, 0.AWW TONS H rsom ranl NMVI H NaC CAT M «mbao RLL v1s Rix Af-AAREO rq Aro O R L INC SECTION (E) TABU[ WEED CONTROL: a WRM ARO SMAa MASOJIAP. A A ACA TAPIprt Ia.IL 5051 IT.1- a9t [AI«.T W CRILr b M 5D.n1pl RSCAI C. AL q M SR INN! AIaLGaa FALaMC+q. Ir0 aoavatox 0D Rv4 NI D6JYD MUS vlnt IMS,- a xvc A w a +rasaixr rq^a Kmaa v DS NI urvuac sn s u^acaraa(. BMC SECTION (B) OPERATING PLAN e t fgnnn ro.^dmd ORwKt CM Las RNfua DAI no U) SILICA COAT q.. M ALA AIL xo0.laaac ra0%cam xl eq am9 Mc NQ EmCA 10POGO m IuvRA OA no1.+n) (ATq Rs-soo ID Doux«_,rswn Amlcnox vanam kr1 xkwax - AmSTAI ryamµ a ruarc I A r0v acr'a LS m M0. r1 ievue su[nohaunais'lrpalo OL S CA ET fwvrv.r W O SMSAI CTXACD. NA kilt ]DD SF1r5 OSAYAI} s[pcs (WATSSC ARC (AASMDLS t CXC WAnt), PCD CARS OAMAYOAIAIO Imo ARC (SR.NA.Tw} S- M a51rt A[0.CDq vanarr xaf +[SraL.^un rq AAKNeMO M [1OIRMY +[4aR ALAN M rrmal1adra R M nax.ll RRro w H IM fylaaat MUAIIAa AxA fq ln«etrv YLL U -Y rm trit(imx1w5 a ILTN 9r AM*t ASS CAST, rm PY ALlax ri A S Ott 149 Cdwn a AmrKa ^ma o M moil M wcr^rlacix( AttA"^nCAUa Liu^ AUO r ITRSS.uT A]RO r^uci1l 1O^ ia[ +o.stni wyasa a uuadln[ Scas Na IaDars albs M A[MAYT HSrtMA ALAN - A AAUUD Q 1N,A MIRM ulea[nc SNNL. AS N.- xonlc [1(0.1 +,C ANMDILr OLS AIM A TA 1041 Rf0 R). SAR1R 10 -T aavmcce R xamrs q plasm A D aa+m ILaa ART Iro>7 A u(aa1rr Nla A T4 AlA1- x. 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54 0) SC-A LIVINGSTON WELL 43-7 CONSTRUCTION PLANS LOCATED 04 SECTION 7, TOWNSHIP I SOUTH, RANGE 61 W57, 0111 PH QTY AND COUNTY OP BROOMFIELD, STATE OP COLORADO SC-3 Straw Bak Barrkr (SBB) IP-6 OVER000AVATION N R PRO T1DR ^*PAw RA^r TR 1 H FOR ST`AW I *11r, PAl IP-6 cmaw BAL FOR PROTF TIO! SEGM7!i_A SBB-1. STRAW BYE L1v". as pcsau sw^l LH^as["Yq PSA 5dVUrI 4C6 -Wi OOUWAX09MUMM DTECAYATBI WTUAL PROFILE zm^ T A ALL WASMUT EFE SILT FENCE INSTALLATION 1 C ASWAIT PIT csr I Im m swc B IAAW IM ON piq ^M^ron 3 I AT FENCE N u AOI^R 44d ^'6S O '(` tu5rt MOAN S ^ ' ^ QObnlff UKLTW,Twn work shall be constructed to City and County of Id STANDARDSAND SPECIFICATIONS This drawn - "^...^,. oas oo"m reviewed and found to be in general compliance ' Iihesa SPECIFICATIONS and oche ^.R ity;and Caun ty requrements. THE ENGINEERING DE 11 a APtD CONCEPT REMAINS THE RESPONSIBILITY OF THE PROFESSIONAL ENGINEER WHOSE STA P AND SIGNAT URE APPEA&HEREON. I ^ ^ SL nor AND SWALE PR07ECPn"Ir - Ac,MW by. F,- W ow.n.laoda P-dm I j Ii 9 (i) - Page 54

55 \ I~t\ LIVINGSTON WELL 43-7 CONSTRUCITON PLANS LOCATED TN SECTION 7. TONNSBIP I sotm RANGE 6$ WESr. 6Th PM \ CITY AND COUNTY OP EYOOMPDSE.D. STATE OF COLORADO -v v IA SAS nar wauournr ^ u ''COUaanwtt A iu^c ms " " _ -aurwc inml us arum _ ^^varw uc ^^^ L 3 _ i \,. sn7s - 'T uo[.t ^w AT 7 R sa \ rrauw m ^rta A loa ^r i <. rod RAV TYNE OVDf rt ix 'S xs'wl noa ^;Iprf3 ^^ I', PWI MEW - PROPOGEO BORNE u AM All work shall be constructed to City and County of E 8 STANDARDS AND SPECIFICATIONS. This drawing alw. P_. - to be in general compliance v STANDARDS AND SPECIFICATIONS and other County requirements. THE ENGINEERING DES CONCEPT REMAINS THE RESPONSIBILITY PROFESSIONAL ENGINEER WHOSE STAN SIGNATUREAPP HEREON. Accepted by: (/igk- ^nls ob^NO ou - _ w l Ana -- ^ew»-eu+ +.Mr^ Mrcwisx [ f.2.: MA1[ IMF-.. DIG SAFELY `ND BEFORE YOU DIG CALL - 7-0OD UTNJTY NOTIFICATION CENTER OF COLORADO I1 _ \ i ^f PAY 0,0 51 Y 7 W6NN-R- YAT II( Sw. AC BOW mw wba QIL[ If l01flt 616N rot YFOYf VRi OC101A 05 *1U m6+m s>mr As Krmlrr U40 W At 6ULNm rsen nsac u6res) INa IM orr55mc: ^1^['sAV YRs 4C7) CREWS SECDON AT PROPOSED O WNG UNDER LOWELL YYO. C7IC7/ N C7 N r ([O HRONI 1 j aos-xcaal DN sat V^ Ai r RC OPK IAEMY ] I i Q I 1 PWI YEN -PROPOSED BOOK UNDER MOM PARTWAY noi I wis rm) IrrR-.n C7IC7/ N7^ ^iucaul W6 ovrn cr 6usn6 u6ma s1wn a ra Ac nna TMC mbrllucoox nwa raa ne anmnl mesa mmn taw xuat wo uc wnmxx M xmse IS titca m im M unrr Imncaox Scbu or mwno ssima[ uurt wcau wta in a Pa Amiws#[ rp N11011iC Amnia TK tt1[t IGf.VCll A.6 m'm2 F2EWG VIIIRS IRM N ^,lli. a I ^^^,,,CCC auv mw^ _MMb' AuEa-aY10TIXAM..._ r8f--.. _lonl (im i IDoL.Om AS - _ - -. _-.. _ f G N(aEMf vum A(OL^ID IL - SECTION AT PAYPONO BORNE UNDER SNEPoD/N PNIXWAY C71C7/ 9 (i) - Page 55 V

56 Exhibit 5 to Surface Use Agreement among Anadarko E&P Company LP, Anadarko Land Corp., Noble Energy, Inc. and the City and County of Broomfield Depiction of Pipeline and Flowline Easements Z:\Bmom6dd\Hoopm\II CCOB(ralline)SmfaccUscAgrc mi.do Page 25 of 31 9 (i) - Page 56

57 Exhibit 6 to Surface Use Agreement among Anadarko E&P Company LP, Anadarko Land Corp., Noble Energy, Inc. and the City and County of Broomfield PIPELINE EASEMENT AGREEMENT THIS PIPELINE EASEMENT AGREEMENT ("Easement") is made this day of, 2012, from the CITY AND COUNTY OF BROOMFIELD with an address of One DesCombes Drive, Broomfield, Colorado ("Grantor"), to, a with an address of ("Grantee"). The parties agree as follows: Grantor has entered into a Surface Use Agreement with Anadarko E&P Company LP, Anadarko Land Corp, and Noble Energy, Inc., dated November, 2012, and recorded on at Reception No. in the Office of the Clerk and Recorder of the City and County of Broomfield and hereinafter referred to as the "Surface Use Agreement." The Surface Use Agreement requires that Grantor grant pipeline and flowline easements to Grantee or its designated gatherer as provided therein. For and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby grants, conveys and warrants to Grantee, its agents, successors and assigns, a nonexclusive perpetual pipeline easement (hereinafter referred to as the "Easement") to enter, occupy and use the Easement Area described on Exhibit A (hereinafter referred to as the `Basement Area"), which exhibit is attached hereto and incorporated herein by this reference, and includes areas necessary to and the right to survey, construct, maintain, inspect, operate, repair, replace, modify, change the size of, reconstruct, mark, monitor, or remove pipelines (hereinafter referred to as the "Pipelines") and all appurtenances, below and/or above ground, (but with respect to above ground appurtenances, only launchers and receivers), necessary or convenient for the transportation or transmission of oil, gas, petroleum products, water, electricity, hydrocarbons and any other substances, whether fluid, solid or gaseous, and any products, derivatives, combinations or mixtures of any of the foregoing that are reasonably related to the conduct of oil and gas exploration and production activity, in, on, over, under, or through, the Easement Area. Grantee shall take the Easement Area as is. The conditions of this grant are as follows: 1. Grantee shall have all rights, privileges and benefits necessary or convenient for the full use and enjoyment of this Easement, including, but not limited to, the right of ingress and egress in, to, over, through and across the Easement Area and Grantor's lands Z:\Broomfield\Hwpi \ CCOB(redline)Swf eusmgre mt.do x Page 26 of 31 9 (i) - Page 57

58 lying adjacent to the Easement Area, for any and all purposes needed for the full use and enjoyment of the rights provided for herein and in the Surface Use Agreement. 2. Grantee shall lay all Pipelines in the Easement Area at a depth of not less than 36 inches below the surface of the ground. Grantor agrees not to increase or decrease the surface elevation of the Easement Area without Grantee's written permission. Grantee shall not construct or place any permanent structure, building, improvement, or fixture on top of any portion of the Easement Area, other than those necessary for the maintenance and operation of said Pipelines, and any such permanent structure, building, improvement, or fixture on top of any part of the Easement Area shall be subject to advance approval of Grantor, such approval not to be unreasonably withheld. 3. Following initial construction and installation of a pipeline and within a reasonable period of time after completion of construction, Grantee shall sufficiently compact the soil and restore the surface of the Easement Area to as close to the grade and condition that it was in immediately prior to construction as is practicable, all at the cost and expense of Grantee, and in accordance with Colorado Oil and Gas Conservation Commission rules and regulations. Grantee shall have the right on the Easement Area to cut and keep clear all trees, brush and other obstructions that may injure, endanger or interfere with the construction and use of said pipeline. 4. Grantee, by acceptance of this Pipeline Easement Agreement, agrees to pay for actual damages to crops, pasture, fences and livestock which occur from laying and constructing pipelines within the Easement Area. 5. Grantee shall take reasonable measures to minimize erosion of the surface of the Easement Area caused by its operations within the Easement Area. 6. Grantor retains the right to the use and occupancy of the Easement Area insofar as such use and occupancy is consistent with and does not in any way interfere with or impair the grant herein contained and except as herein otherwise provided. Grantee agrees that its use of the Easement Area is non-exclusive and that other uses, including pipelines and utilities may be installed in the Easement Area as long as such uses do not interfere with Grantee's rights as herein granted. Grantor agrees not to build, construct, or permit to be built or constructed any obstruction, building, fence, landscaping, reservoir, engineering works or other structures or improvements over, under or across the Easement Area without prior written consent of Grantee, other than as described in Section 7 below. 7. The Grantor shall be entitled to reserve the right to cross pipeline and flowline easements at approximately right angles, and the Grantor shall also have the right to install and maintain easements that are adjacent to or within, the Companies' pipeline and flowline easements as depicted on Exhibit 5 for utility lines, including those for water, gas, sewer, electric, telephone, cable, television, fiber optics, other pipelines, and other utilities; provided, however: i) any new underground facilities which travel along a pipeline easement or flowline easement identified herein shall be located a distance horizontally of at least ten (10) feet from parallel existing pipelines and flowlines; ii) any new underground Z:\Broomfield\Hwpz\II CCOB(rcdlmc)SwfaccUsrAgre ail.do Page 27 of 31 9 (i) - Page 58

59 facilities shall have at least twenty-four (24) inches of vertical clearance between the new facility and a flowline or pipeline provided for herein; and iii) any overhead power lines shall be at least twenty (20) feet above the ground. The Grantee shall report the locations for pipelines and flowlines to the Utility Notification Center of Colorado. When the Grantor or a grantee from the Grantor proposes to locate underground facilities within the Grantee's' pipeline or flowline easements, the Grantee shall review the proposed plan and communicate their specific requirements to the Grantor. The Grantee shall comply with the City's Engineering Standards and Specifications at Section Protection of Public and Private Installations in the installation of their pipelines and flowlines and shall require their contractors and subcontractors to comply with same. 8. Grantor represents and warrants that it is the sole owner in fee simple of the Easement Area and has full right and lawful authority to make the grant hereinabove contained and covenants and agrees to defend Grantee in the exercise of Grantee's rights granted hereunder against any defect in its title to the land involved or its right to make the grant hereinabove contained. 9. Each and every one of the benefits and burdens hereunder shall inure to and be binding upon the respective legal representatives, heirs, successors, executors, administrators, and assigns of the parties hereto. 10. In connection with its operations under this Easement, Grantee shall indemnify and hold Grantor harmless from any and all claims, demands, liabilities, damages, losses, actions, costs, and expenses, including reasonable attorney's fees and expert witness fees, incurred by Grantor arising out of or in any way connected to the operations of Grantee, its assigns, agents, representatives, contractors, employees and subcontractors on the Easement Area, except to the extent that any such claim, demand, liability, action, costs or expense is attributable to the acts or omissions of Grantor or its agents, representatives, employees, contractors or subcontractors. Grantor does not waive or intend to waive the rights or protections guaranteed under the Colorado Governmental Immunity Act; however, Grantor shall pay for, hold harmless and reimburse Grantee for any and all claims and damages resulting from Grantor's activities within, upon and adjacent to the Easement Area that causes damage to Grantee's property or injuries to its agents, representatives, employees, contractors or subcontractors. 11. The foregoing provisions constitute all terms and conditions of this grant and no additional or different oral representation, promise or agreement shall be binding on Grantor or Grantee and their assigns with respect to the subject matter of this instrument. To the extent that any special provisions attached hereto are in conflict with any other provisions hereof, such special provisions shall control and supersede any other term or provision hereof. IN WITNESS WHEREOF, the parties have executed this Easement on the date first above written. Z:\BrwnU'idd\Hmpes\ CCOB(ralline)Su fxeuse4grw mldo Page 28 of 31 9 (i) - Page 59

60 Grantor: Grantee: The City and County of Broomfield By: Name: Title: By: Name: Agent & Attorney-in-Fact STATE OF ) COUNTY OF ) ss. The foregoing instrument was acknowledged before me this day of, 2012, by, as Agent and Attorney-in-Fact of, a, on behalf of such company. Witness my hand and official Seal. My Commission Expires: STATE OF COLORADO ) COUNTY OF ) ss. Notary Public The foregoing instrument was acknowledged before me this day of 2012, by as for the City and County of Broomfield. Witness my hand and official Seal. ZA13rmmGdd\HmpesU CCOB(redline)SurpxcUseAgrcemml.docx Page 29 of 31 9 (i) - Page 60

61 My Commission Expires: Notary Public ZAB,..ifidd\H.pc\II-9-12-CCOB(rcdlinc)SwfeceUs.Ag-.Ld.. Page 30 of 31 9 (i) - Page 61

62 Exhibit A to Pipeline Easement Agreement dated Between the City and County of Broomfield and Z:\Broomfield \Hmpm\II CCOB(redlinc)SurfeccUsMgr a mt.docx Page 31 of 31 9 (i) - Page 62

63 ANADARKO PETROLEUM CORPORATION th Street, Suite 1800 Denver, Colorado November, 2012 City and County of Broomfield Attention: William Tuthill III City and County Attorney One DesCombes Drive Broomfield, Colorado LETTER AGREEMENT RE: Broomfield Reservoir Property A parcel of land being described as Parcel 1 in Special Warranty Deed between Hoopes Farm, LLC and the City and County of Broomfield, dated May 20, 2005 as recorded at Reception No , on May 20, 2005, City and County of Broomfield, State of Colorado, and Tract EE, Anthem Filing No. 22, recorded at Reception No on March 31, 2009, located within the City and County of Broomfield, State of Colorado. Dear Mr. Tuthill: This Letter Agreement supplements the Surface Use Agreement ("SUA") among Anadarko E&P Company LP ("Anadarko E&P") and Anadarko Land Corp. ("Anadarko Land" and together the "Anadarko Entities"), Noble Energy, Inc. ("Noble") and the City and County of Broomfield (the "C") and the Agreement Concerning Certain Mineral Rights between Anadarko Land and the City ("Hard Rock Agreement'), both effective the same date as this Letter Agreement. This Letter Agreement is intended to fully incorporate the terms and conditions of the SUA and the Hard Rock Agreement and shall control in the event of a conflict between a term in this Letter Agreement and one in either the SUA or the Hard Rock Agreement for a matter specifically covered herein. The Anadarko Entities and Noble are referred to hereinafter collectively as the "Companies." The parties in the SUA identified existing and future locations for oil and gas wells described therein as the Oil and Gas Operations Areas, access routes and pipeline easements, among other things. The purpose of the SUA is to set forth the terms pursuant to which the surface estate owned by the City and the oil and gas estate in which the Companies own oil and gas fee interests or oil and gas leasehold interests can be compatibly developed for the property located in the City and County of Broomfield, Colorado, specifically described in the attached Exhibit 1 and hereinafter referred to as the "Property." Anadarko Land in the Hard Rock Agreement has agreed to provide the City with a mineral quitclaim document ("Mineral Quitclaim") for the minerals, other than the oil, gas and 9 (i) - Page 63

64 associated hydrocarbons (the minerals exclusive of oil, gas and associated hydrocarbons being hereinafter referred to as the "Minerals"), in that portion of Parcel 1 located in the S/2 of Section 7, Township 1 South, Range 68 West, City and County of Broomfield, Colorado, described in the Special Warranty Deed between Hoopes Farm, LLC and the City and County of Broomfield dated May 20, 2005, as recorded at Reception No on May 20, 2005, and Anadarko Land will quitclaim said Minerals to the City. The City understands and acknowledges that the Companies as part of the terms in the SUA have agreed to give up all legal drill site surface locations except those that are identified and reserved in the SUA, and that the Companies, or their successors and assigns, may also be required to incur additional costs to obtain exception location approvals from the Colorado Oil and Gas Conservation Commission ("COGCC") for certain oil and gas wells, among other such costs related to the location of oil and gas wells on the Property. The City has agreed to provide consideration to the Companies for the rights which they have relinquished, quitclaimed or modified per the terms of the SUA, this Letter Agreement, and the Hard Rock Agreement. In consideration of the agreements of the Companies in the SUA and the Hard Rock Agreement, the City and the Companies agree as follows: 1. Terms Used in the Surface Use Agreement and the Hard Rock Agreement. A term used in this Letter Agreement shall have the same meaning as the term is used in the SUA or the Hard Rock Agreement, as the case may be. 2. Effective Date. This Letter Agreement shall be effective on the same date that the SUA and the Hard Rock Agreement are effective, being the date when all of the following have occurred: i) the Colorado Oil and Gas Conservation Commission issues the Order as described in Section 21 of the SUA; ii) the SUA, this Letter Agreement and the Hard Rock Agreement are signed by the applicable Companies; and iii) this Letter Agreement, the SUA and the Hard Rock Agreement are approved by resolution of the City Council of the City and County of Broomfield, Colorado, with such date when all of the foregoing have occurred being hereinafter referred to as the "Effective Date. In the event that all of the following do not occur, then this Letter Agreement is null and void and shall have no force and effect. 3. Payment for Relinquished Drillsite Surface Locations and for the Quitclaim of the Minerals. In consideration of the agreement of the Companies as described in the SUA to relinquish their rights to drill oil and/or gas wells and associated hydrocarbons in multiple COGCC approved legal drilling windows on the Property, and of the agreement of Anadarko Land as described in the Hard Rock Agreement to quitclaim the Minerals (including coal), as such consideration and agreements are set forth in the SUA and the Hard Rock Agreement, the City agrees to pay the Companies or Anadarko Land, as the case may be, subject to the terms and conditions of the SUA and the Hard Rock Agreement, the total amount of $550, ("Payment") in the form and at the times specified herein in paragraph 4. The Companies agree to accept the Payment as full and complete compensation for their agreements in the SUA and 2 9 (i) - Page 64

65 the Hard Rock Agreement, as the case may be, and they shall be solely responsible for allocating the payment among themselves and shall hold the City harmless from any loss or dispute among themselves related to the allocation. 4. Cash Payment and Timing. The Payment shall be made in cash or certified check or electronic transfer by the City to the particular Company or Companies as follows: i) $50, of the Payment ('First Payment") to Anadarko Land within ten (10) business days from the Effective Date, the Mineral Quitclaim document to be provided by Anadarko Land to the City contemporaneously with the First Payment; and ii) the remaining $500, of the Payment ("Second Payment") to Anadarko E&P and Noble within eighteen (18) months from the Effective Date. The City shall deposit the amount of the Second Payment by electronic transfer into the escrow account with Zion's First National Bank, account number , for the benefit of Noble and Anadarko E&P. 5. Interest Payment upon Default. Upon a default by the City in making a payment provided for in this Letter Agreement, the amount due shall bear interest from the date of default at the lesser rate of either twelve percent (12%) per annum or the maximum amount of nonusurious interest. The Companies shall be entitled to collect all reasonable costs and expenses of collection and/or suit, including, but not limited to, court costs, reasonable attorney's fees and expert witness fees. 6. Binding on Successors and Assigns. This Letter Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 7. Counterpart Execution. This Letter Agreement may be executed in counterparts, each of which shall be deemed an original, and together of which shall constitute one and the same instrument. Very truly yours, NOBLE ENERGY, INC. By: Name: Its: ANADARKO LAND CORP. By: Name: Its: ANADARKO E&P COMPANY LP By: Name: Its: 3 9 (i) - Page 65

66 AGREED TO AND ACCEPTED this day of 2012 THE CITY AND COUNTY OF BROOMFIELD By: Name: Its: 4 9 (i) - Page 66

67 Exhibit 1 to Letter Agreement dated November, 2012 among Anadarko Land Corp., Anadarko E&P Company LP, Noble Energy, Inc. and the City and County of Broomfield Legal Description A parcel of land being described as Parcel 1 in Special Warranty Deed between Hoopes Farm, LLC and the City and County of Broomfield, dated May 20, 2005 as recorded at Reception No , on May 20, 2005, City and County of Broomfield, State of Colorado, and Tract EE, Anthem Filing No. 22, recorded at Reception No on March 31, 2009, located within the City and County of Broomfield, State of Colorado. 5 9 (i) - Page 67

68 AGREEMENT CONCERNING CERTAIN MINERAL RIGHTS THIS AGREEMENT is dated on the day of November, 2012, and is by and between ANADARKO LAND CORP., formerly known as Union Pacific Land Resources Corporation ("Anadarko Land"), with an address for business of Post Office Box 1330, Houston, Texas and THE CITY AND COUNTY OF BROOMFIELD (the "CITY") with an address of One DesCombes Drive, Broomfield, Colorado A. The City owns the surface estate for property located in the City and County of Broomfield, Colorado, specifically described in the attached Exhibit 1 and referred to hereinafter as the "Property." B. Anadarko Land owns all of the minerals exclusive of oil, gas and associated hydrocarbons that underlie the Property, as well as a reversionary interest in the oil, gas and associated hydrocarbons for the Property. C. The mineral resources exclusive of oil, gas and associated hydrocarbons that underlie the Property are hereinafter referred to as the "Minerals." D. This Agreement provides for Anadarko Land to give a mineral quitclaim document to the City for the Minerals for the Property; it does not in any respect apply to the oil, gas and associated hydrocarbons for the Property that are owned by Anadarko Land and Anadarko E&P Company LP, an affiliate of Anadarko Land, which are the subject of a surface use agreement among the Anadarko entities and the City and others that covers the Property. NOW THEREFORE, in consideration of the covenants and mutual promises set forth in this Agreement, including in the recitals, the parties agree as follows: 1. Mineral Quitclaim Document. a. Anadarko Land agrees to provide the City with a signed mineral quitclaim document ("Mineral Quitclaim") in which Anadarko Land quitclaims the Minerals to the City, generally in the form of Mineral Quitclaim attached to this Agreement as Exhibit 2. b. The City shall make a payment to Anadarko Land for the Mineral Quitclaim ("Payment") in the amount, at the time, and pursuant to the terms described in the letter agreement among the City, Anadarko E&P Company LP, Noble Energy, Inc. and Anadarko Land ("Letter Agreement"), also effective on the Effective Date. c. Anadarko Land shall provide the Mineral Quitclaim to the City at the time it receives the Payment. 9 (i) - Page 68

69 2. Successors and Assigns. This Agreement and all of the covenants and provisions in it shall be binding upon Anadarko Land and the City and all subsequent lessees and assignees and personal and legal representatives, heirs, successors and assigns of the parties, and the benefits of this Agreement shall inure to their personal and- legal representatives, heirs, successors and assigns. This Agreement and all of the covenants and provisions in it shall be covenants running with the land. 3. Governing Law. The validity, interpretation and performance of this Agreement shall be governed and construed in accordance with the laws of the State of Colorado. 4. Severability. If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it conflicts with such laws; however, the remainder of this Agreement shall be in full force and effect. In the event that any part of this Agreement would otherwise be unenforceable or in conflict with applicable laws due to the term or period for which such part is in effect, the term or period for which such part of the Agreement shall be in effect shall be limited to the longest period allowable which does not cause such part to be unenforceable or in conflict with applicable laws. 5. Notices. Notices or communications required or permitted by this Agreement shall be given in writing either by: i) personal delivery; ii) expedited delivery service with proof of delivery; iii) United States mail, postage prepaid, and registered or certified mail with return receipt requested; or iv) prepaid telecopy or fax, the receipt of which shall be acknowledged, addressed as follows: To Anadarko Land: To the City: Anadarko Land Corp. c/o Anadarko Petroleum Corporation Attn: Don Ballard Post Office Box 1330 Houston, Texas Attention: City& County Attorney City and County of Broomfield One DesCombes Drive Broomfield, Colorado Notices shall be effective upon receipt and either party may change an address by notice to the other party. 6. Effective Date. This Agreement shall be effective on the date when all of the following have occurred: i) Page 2 of 2 9 (i) - Page 69

70 the Colorado Oil and Gas Conservation Commission issues the Order as described in Section 21 of the Surface Use Agreement ("SUA") among Anadarko Land, Anadarko E&P Company LP, Noble Energy, Inc., and the City concerning the Property; ii) the SUA, the Letter Agreement and this Agreement are signed by the applicable Companies; and iii) this Agreement, the SUA and the Letter Agreement are approved by resolution of the City Council of the City and County of Broomfield, Colorado, with such date when all of the foregoing have occurred being hereinafter referred to as the "Effective Date. 7. Incorporation of Exhibits. Exhibits 1 and 2 are incorporated into this Agreement by this reference. 8. Counterpart Executions. This Agreement may be executed in counterparts, each of which shall be deemed as original, but all of which together shall constitute one and the same instrument. 9. Entire Agreement. This Agreement and the Letter Agreement set forth the entire understanding between the parties on the subject matter hereof and supersede any previous communications, representations or agreements, whether oral or written. No change of any of the terms or conditions herein shall be valid or binding on either party unless in writing and signed by an authorized representative of each party. In the event of conflict with the Letter Agreement as to a specific term or condition in this Agreement, the term or condition in this Agreement shall control. IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be executed by duly authorized representatives on the dates set forth in the acknowledgements, to be effective as provided herein. THE CITY AND COUNTY OF BROOMFIELD By: Name: Its: ANADARKO LAND CORP. By: Name: Its: ORM: i y Attorney Page 3 of 3 9 (i) - Page 70

71 ACKNOWLEDGMENTS STATE OF TEXAS COUNTY OF MONTGOMERY The foregoing instrument was acknowledged before me this day of, 2012, by as for ANADARKO LAND CORP. Witness my hand and official seal. My Commission expires: Notary Public STATE OF COLORADO ) COUNTY OF ) ss. The foregoing instrument was acknowledged before me this day of 2012, by as for THE CITY AND COUNTY OF BROOMFIELD. Witness my hand and official seal. My Commission expires: Notary Public Page 4 of 4 9 (i) - Page 71

72 Exhibit 1 to Agreement Concerning Certain Mineral Rights dated November, 2012 between Anadarko Land Corp. and the City and County of Broomfield Legal Description That portion of Parcel 1 located in the S/2 of Section 7, Township 1 South, Range 68 West, City and County of Broomfield, Colorado, described in the Special Warranty Deed between Hoopes Farm, LLC and the City and County of Broomfield dated May 20, 2005, as recorded at Reception No on May 20, Page 5 of 5 9 (i) - Page 72

73 Exhibit 2 to Agreement Concerning Certain Mineral Rights dated November, 2012 between Anadarko Land Corp. and the City and County of Broomfield MINERAL QUITCLAIM THIS MINERAL QUITCLAIM, made and entered into as of this day of, 2012, by and between ANADARKO LAND CORP. (hereinafter called "Grantor") formerly known as Union Pacific Land Resources Corporation, with an address of Post Office Box 1330, Houston, Texas and THE CITY AND COUNTY OF BROOMFIELD (hereinafter called "Grantee") with an address of One DesCombes Drive, Broomfield, Colorado WITNESSETH: This Mineral Quitclaim covers the minerals that underlie the lands specifically described in the attached Exhibit A and referred to hereinafter as the "Subject Lands" and applies only to the minerals exclusive of oil, gas and associated hydrocarbons that underlie the Subject Lands. The minerals excluding the oil, gas and associated hydrocarbons are hereinafter referred to as the "Minerals." That Grantor, for the sum of Ten Dollars and no cents ($10.00) and other good and valuable consideration, the receipt whereof is hereby acknowledged, does hereby remise, release and forever quitclaim unto Grantee, and to its successors and assigns, all right, title and interest that Grantor has in the Minerals in and to the Subject Lands. TO HAVE AND TO HOLD the Minerals in and underlying the Subject Lands unto Grantee and its successors and assigns, for its own proper use and behalf forever. IN WITNESS WHEREOF, Grantor has set its hand and seal as of the day and year first above written. ANADARKO LAND CORP. By:_ Name: Its: Page 6 of 6 9 (i) - Page 73

74 ACKNOWLEDGMENTS STATE OF TEXAS COUNTY OF MONTGOMERY The foregoing instrument was acknowledged before me this day of, 2012, by as for ANADARKO LAND CORP. Witness my hand and official seal. My Commission expires: Notary Public Page 7 of 7 9 (i) - Page 74

75 Exhibit A to Mineral Quitclaim dated, 2012 between Anadarko Land Corp. and the City and County of Broomfield Legal Description That portion of Parcel 1 located in the S /2 of Section 7, Township 1 South, Range 68 West, City and County of Broomfield, Colorado, described in the Special Warranty Deed between Hoopes Farm, LLC and the City and County of Broomfield dated May 20, 2005, as recorded at Reception No on May 20, Page 8 of 8 9 (i) - Page 75

76 Before the Oil and Gas Conservation Commission of the State of Colorado IN THE MATTER OF THE PROMULGATION ) CAUSE NO. 1 AND ESTABLISHMENT OF FIELD RULES ) TO GOVERN OPERATIONS IN A PORTION ) DOCKET NO GA-14 OF THE GREATER WATTENBERG AREA ) SECOND AMENDED APPLICATION The City and County of Broomfield ("Broomfield"), together with Noble Energy Inc. ("Noble" or "Operator"), Anadarko E&P Company LP and Anadarko Land Corp. ("Anadarko"), (referred to collectively as "the Parties"), request that the Commission issue its order providing for certain specified operational practices to be applied to the drilling and operation of wells located on the following lands: Recitals A parcel of land being described as Parcel 1 in Special Warranty Deed between Hoopes Farm, LLC and the City and County of Broomfield, dated May 20, 2005 as recorded at Reception No , on May 20, 2005, City and County of Broomfield, State of Colorado and Tract EE, Anthem Filing No. 22, recorded at Reception No on March, 31, 2009, located within the City and County of Broomfield, State of Colorado. (the "Property" or the "Application Lands") A. Broomfield is a home rule city and county that has acquired the Application Lands as the site for the Broomfield Drinking Water Reservoir ("Reservoir"). The City intends that the Reservoir will be surrounded by a public, multi-use recreation area (trails, beach areas, etc.). Broomfield owns the surface of the Application Lands. Anadarko owns the mineral rights for that portion of the Application Lands in the S/2 of Section 7, Township 1 South, Range 68 West, 6th P.M., certain of which rights have been leased to Noble. Noble is the Operator for drilling and operation of wells on the Application Lands. B. This Second Amended Application ("SAA") substitutes for the original and first amended applications submitted in this docket by Broomfield, both of which were protested by Noble and Anadarko, including a motion to dismiss. This SAA represents a compromise and settlement of the matters in dispute, and Broomfield agrees to hold its first amended application in abeyance pending Commission consideration of the 1 9 (i) - Page 76

77 SAA. Likewise, the Companies agree that their protests and motion to dismiss shall be held in abeyance pending the Commission consideration of the SAA. C. This SAA pertains to unique factual circumstances, specific to the Application Lands, and the Parties agree that this SAA does not otherwise -establish or set precedent, for any purpose whatsoever, nor establish procedural or operational practices to be applied to the drilling and operation of other wells elsewhere in the City and County of Broomfield, or in Colorado. D. The Parties agree that should the Commission deny this SAA, or adopt it with substantially revised content, Broomfield shall have the right to revert to its first amended application. E. The Parties agree that this SAA is contingent upon the successful negotiation, approval and execution by all of the Parties of a related Surface Use Agreement that establishes oil and gas operations areas ("OGOAs"), as described and limited in said Surface Use Agreement. F. The Parties agree, and represent to the Commission, that this Order may be amended only by mutual agreement of the Parties and the submission of a joint application to the Commission for the amendment. The Parties agree, and represent to the Commission, that the venue for remedy of any claim of violation of this Order shall be solely with the Commission. G. It is the mutual desire of the Parties to resolve, in advance, certain operational issues in a manner that provides assurance to Broomfield that the water quality of the Reservoir and the use of the surrounding area for recreation purposes will be protected. Conditions of Approval Accordingly, the Parties request that the following conditions of approval be attached to well permits (Form 2 or Form 2A, as appropriate) that have been or will be issued on the Property: 1. (a) In accordance with COGCC Rule 324A, the Operator shall take precautions to prevent significant adverse environmental impacts to air, water, soil, or biological resources to the extent necessary to protect public health, safety and welfare, particularly with respect to the protection of the Reservoir, including the environment and wildlife resources, taking into consideration cost-effectiveness and technical feasibility, to prevent the unauthorized discharge or disposal of oil, gas, exploration and production (E&P) waste, chemical substances, trash, discarded equipment or other oil field waste. (b) All water, fluids and waste of any nature whatsoever which are used, produced or discharged from the operations or facilities shall be used, produced 2 9 (i) - Page 77

78 or discharged in accordance with all applicable rules and regulations of the state and federal governmental agencies having jurisdiction over such matters. 2. The Operator shall construct secondary containment around crude oil/condensate storage tanks as specified herein. Secondary containment shall consist of installing an impermeable liner inside of and fastened to corrugated steel panels. The liner shall meet the standards of COGCC Rule 904.b and be a minimum 40 mils in thickness. The liner shall be topped by a felt (or similar material as selected by the Operator) pad and gravel pack prior to placement of the tanks. No more than two tanks shall be placed inside any one secondary containment area, which shall be designed with sufficient capacity to contain 150% of the volume of the largest tank in the containment area in accordance with COGCC Rule 603.e(12). The tanks shall meet the standards of COGCC Rule 603.e(13), and the loadlines shall be bull-plugged or capped in compliance with COGCC Rule 603.e(9) and be equipped with a catchment system at the connection for offloading crude oil/condensate. 3. The grading design and drainage system for the OGOAs shall be incorporated in a Broomfield grading and erosion control permit or construction plan approval. The Broomfield permit or approval will be consistent with the terms of the construction storm water permit issued by the Colorado Department of Public Health and Environment for oil and gas locations adjacent to a public drinking water supply. The grading design and drainage system shall prevent storm water run -on and run-off from the OGOAs, and ensure that any releases of crude oil/condensate, produced water or other fluids, or other E&P waste drain away from the Reservoir to a collection point for removal and offsite disposal. 4. The Operator shall, consistent with industry best management practices, utilize non-corrosive, above-ground, low-profile tanks for all produced water, fluids and other E&P waste, which tanks shall be located within the secondary containment area(s). 5. The Operator shall employ pitless drilling systems, and drilling mud, cuttings, flowback fluids, oily waste and all other E&P waste connected with the drilling, deepening, recompletion, re-fracturing or re-working of any wells on the Property shall be managed in accordance with the COGCC 900 Series of Rules and industry bestmanagement practices. All such E&P waste shall be discharged only into aboveground, self-contained tanks and shall be removed from the Property as soon as feasible. No E&P waste may be disposed of on, under or near the Property. 6. The Operator shall not utilize hydraulic fracturing fluids containing diesel, as defined by EPA rule, and shall provide to the City a hard copy of the FracFocus disclosure required by COGCC Rule 205A as soon as feasible, but in no event later than 60 days after the completion of a hydraulic fracturing operation. To the extent that hydraulic fracturing fluids comprised of non-hazardous and biodegradable constituents are commercially available, economically practicable and technically appropriate for the 3 9 (i) - Page 78

79 expected geologic and reservoir conditions, Operator shall make a good faith effort to identify and utilize such fluids in its hydraulic fracturing operations on the Property. 7. In addition to the pipeline materials and design standards of COGCC Rule 1101, the Operator shall install and properly -maintain a cathodic protection system against corrosion and shall supply the results of the annual integrity test required by Rule 1101.e(1) to Broomfield. 8. Because Broomfield intends to use the Property for the construction and operation of a water reservoir which will be used to supply potable water to its citizens and constituents, as well as for associated educational and recreational facilities, the Operator shall conduct drilling, completion, production and storage operations in accordance with the standards and requirements of COGCC Rule 317B.d applicable to such operations within the intermediate buffer zone to protect a public surface water supply (except that secondary containment shall be constructed as provided herein), regardless of whether the Reservoir is designated on the Public Water System Surface Water Supply Area Map maintained by the Commission or built at the time oil and gas operations are conducted on the Property. 9. The Operator shall, in accordance with applicable requirements of the United States Environmental Protection Agency's Spill Prevention, Control and Countermeasure (SPCC) Program, 40 C.F.R. Part 112, use good engineering practices to avoid the spill, release or discharge of any pollutants, contaminants, chemicals, solid wastes, or industrial, toxic or hazardous substances or wastes at, on, in, under, or near the Property. Any such spill, release or discharge, including without limitation, of oil, gas, grease, solvents, or hydrocarbons that occurs at, on, in, under, or near the Property shall be remediated in compliance with COGCC Rule 906, including immediate notification to Broomfield. In the event of a release or discharge that threatens to impact the Property, the Operator shall comply with Rule 906.b(4) with respect to notification of emergency responders and the local government designee for Broomfield. 10. The Operator shall at all times keep the well sites and the corresponding OGOAs, access roads used by the Operator, and pipeline easements used by the Operator, safe and in good order and free of noxious weeds, litter and debris. The Operator shall dispose of all litter, sewage, E&P waste, and debris off the Property at an appropriate disposal site. The Operator shall promptly reclaim and reseed the well sites and corresponding OGOAs in accordance with COGCC Rules 1003 and The Operator shall install a 6-foot tall chain link fence with opaque beige mesh screening at the edge of the OGOAs at the Livingston Location and the North Location. The chain link fence shall be secured by a locked gate (keys for which shall be given to Broomfield), and shall be of a quality comparable to that typically used in the oil and gas industry. 4 9 (i) - Page 79