HomeMy WebLinkAbout1.19 Surface use agreement( 111111 III!! 111111 1111111111111111111111111111111111111 ~6481 ~7/08/1999 12:0~P B1139 P104 M ~LSOORF of 26 R 130.00 0 0.00 GARFIELD COUNTY CO ) SURFACE USE AGREKHEHT This Surface
Use Agreement is made and entered into this ~,~ day of A,.....-....<S..u.b' , 1990, between BATTLEMENT MESA PARTNERS. a colorado general partnership" whose address is 5575 DTC Parkway,
suite 300, Englewood, Colorado 80111, and BATTLEMENT MESA REALTY PARTNERS, a colorado general partnership, whose address is 5575 UTe. Ear.Kway •. Suite 300" Eng.1ewood •. Colorado 80111,
(hereinafter collectively referred to as "Surface Owners U ) I and BARRETT RESOURCES CORPORATION, a Delaware corporation, (hereinafter referred to as "Barrett") I whose address is 1125
Seventeent.h Street, #2100, Denver Colorado 80202. RECITALS 1. Surface Owners are developers and owners of a significant portion of the planned community located in Garfield county,
Colorado, near the town of parachute, commonly referred to as Battlement Mesa. 2. The Battlement Mesa planned community comprises a.ll or part of the following described lands: TownshiE
7 South, Range 95 West Sectlon 5: S/2 Section 6: SE/4 Section 7. E/2, SW/4 Section 8. All Section 9. All Section 10: W/2 Section 16: SW/4 Section 17. All Section 18. All Section 19.
N/2 Townsh ip 7 South. Range 96 West Sect lon 13. E/2 Section 24. NE/4 The above-described lands shall be referred to in this Agreement as IIBattlement Mesa", even though the above-described
area does not exactly coincide with the exact boundaries of the Planned Unit Development (PUC) for Battlement Mesa as approved by Garfield County, Colorado. 3. Barrett desires to drill
and operate oil and/or natural gas wells at locations in Garfield county, Colorado, including locations within Battlement Mesa. -1 -
( ( 1111111 n111 l1li:1111111111111111111111 ,111111111111111 ~4848'1 '?I7/08/1S99 12:e~P B1139 Pl~' M RLSOORF 2 of 25 R 130.00 0 0.00 GARFIELD COUNTY CO 4. Barrett J:<,d~l:!l A;}ritcacion
with the Oil and Gas C::>n!:)~rvation C'l)mmi: ~:C~ )r t:'~,; Sta::.e of colorado in Cause Nos. 13'; anJ ·:4U :') ~iI'::1 ,:! tl ':~ a:)o· .. ~-desc!'ibed area at a 160-acre basis for:
the pr.odJl .. :t.luL "::>.: ~;.~.J 0.(;,J associatet.l hydrocarbons from the Wasatch Formacion •. n,! 1 ':1= >le';:3.verde Formati"on underlying Batt lement Mesa ,"1I~I. l:d I.<.:r
La.:\ds. 7he Application was heard by the Commission 011 :.p.:; 20, ~390. 5. Surfa(~e cl./n;~l fi lEd a Protest to this Application before the Oil 3[1~1 G~u c:onservation Commission
of the State. 6. 13attlem~L1': 11t'~da 1S a planned community of approximately 3,200 acres of sp~,:itlcally zoned lands with an ultimate build out population of 14,vaO residents. Major
infra-structure, including a four-lirla 3rter\al roadway system, water and sewer treatment facilitie~i, llnd~rground public utilities, commercial properties, an acti"lty center, and
a golf course are in place and fully operational. 7. There ar~ ilpproximately 1,800 residents of Battlement Mesa within variolls SUbdivisions and numerous other non-resident property
owners and investors. 8. Barrett and Surface Owners agree that the driLling and operation of gas <lndlor all wells within Battlement Mesa ~ill need to be accompllsheli i~ a carefully
considered manner to preserve the aestlletics of the community and preserve the quality of the use and enjoyment ot the property by the surface owners and by the resident~ of the community.
9. surface 11Wllers and Barrett agree that oil andlor gas well. drilling and cperational activities within Battlement Mesa need to be accomplished in a mutllally satisfactory manner.
For and tn constJeratjon of the sum of Ten Dollars ($10.00) and other good allJ vaLuable consideration, the receipt and sufficiency of wh{(!h is hereby acknowledged and confessed, surface
owners and Barrett agree as follows: 1. No Rights Implied. Nothing herein shalt be construed or implied as a grant by the surface Owners of the right of ingress and egress or of tl,e
fight to pipeline or other easements on any part of Battlement Mesa. rn a like manner, nothing herein shall be construed as di'.JestlnrJ Barrett of its common law rights of ingre~s and
egress, except as agreed to herein. The purpose of this Agreement is to s~t forth the terms and understandings for the use of the surface of Battlement Mesa by Barrett for oil and gas
drilling, completion and productioll activities provided Sarrett has otherwise acquired, either by other instrument with the surface OWners or by rights acquired from third parties,
the right of ingress and egress or the right to pipeline or other easements upon Battlement Mesa. -2
2 . Exxon Aa r eement. Oa rr et. t. r.a s been made awa re o f and agrees to c0ffiply wlt.h the t e r ms and p rovisions of a ce rtain Agre e ment ~e tween the Su rf ace Owners and Exxon
Corporation pertaining to dri ll si te l oca ti o ns wi thin Battlement Mesa. Any oil or ga s d rilli ng and produ c tion ope r a t ions by Barrett shall be conduc ted fr. stric t compliance
with the terms and provisions at the Agreement. be twe e n Exx on Corpo rati on a nd the Surface Owners, d ated Oece~be r 12.,_ L9.a9.,_ whi.ch-,\-gr:eeme-nt i -9-attached-ll'e"re'ro
arS' Exhibit A and inco rpo rated here in by r e ference (hereinafter "Exxon Agreement"). In the even t of a conflict between this Agre eme nt and the Exxon Agreement, the t e rms and
provisions of the more restrictive agreement for Ba rrett shall control. No t hing herein sha ll be c o nstrued as a waiver by the surface Owners of any o f its rights under t he Exxon
Agreement. 3. Ba rrett' s Operations. Barr et t agrees to comply with all of the rules and r egulatlons of the Oil and Gas conservation Commission ot this State concerning the development
of the property concerning oil and gas drilling or exploration acti vi ties on Battlement Mesa. Barrett recognizes that the 011 and Gas Conservation commission of the State of Colorado
may only limit drilling or production activities in Battlement Mesa when such activities ar e proposed for certain spaced formations, and that there may be no restriction on such activities
for forma t i ans.. o.t.he.r. t han· those spa-ced· by· the ' Oi-1-and-GCfSConserva ti on Commi ss i o n, o ther than under Rule 318 of the Commission. Notwith s tanding the fact that
the rules and regulati ons o f the Oil and Gas con ser vation Commission of the State of Colorado may not l imit drilling activity for formations other than the Wasatch and Mesave rde
Fo rmations as now considered in Causes 139 and 440, Barrett agrees that any and all drilling and oil field operati on ac tivities c ond u c ted within Battlement Mesa shall be in strict
compliance with the Exxon ~greement and the terms and prov isi ons of this Agreement. In addition, Barrett agr ees to comply with the provisions o f Exhibit B attached hereto and made
a part hereof. 4. Protest. In consideration of this Agreement, surface r-~ Owners stated on the record at the Oil and Gas Conservation Commission hearing on April 20, 1990, that the
8ubstance of their protest was withdrawn. At the hearing. the Commission adopted .,,---________________ _ n he Application o f Darrett, 6ubjec t to certain modiflcatlons with respect
to well l ocations and spacing, and adopted a rule with respect to lands within the Battlement Mesa PUD area that the surfac e Owners' con sent be obtained to the drilling of any well
there i n. This agreement repr e s e nts the consent of Battlement Hesa Par tners and Battlement Mesa Realty Partners to the locations set forth herein. Nothing herein shall be construed
as the conse nt o f tne Su rface Owners to locations within the Battlement Mesa PUD area as to lands located therein wherein Battlement Mesa Partners or Battlement Mesa Realty Partners
do not own the surface. -3 -1111111l1li1l1li11l1li111111111111111111111111111111111 548481 07/08 /1;;9 12,0SP B1139 Plea " RLSDOR~ 3 of 28 R 130 .00 D 0.00 GRRFIELD COUNTY CD c
("" 5. No Warranty. Nothing \1er~in shall. oe ccnstr;Jed as a representatIon or warranty by t!le Surface Owners that they have t'!1e authori ty or abi 1 i ty to act for the benefit of
parties other than themselves. 6. Term of Agreelnent. The term of this Agreement shall be for a perlod of F][ty (SO) years, and for so long thereafter as any oil and/or gas well which
is drilled or caused to be drilled by Barrett within Battlement Mesa remains productive. 7, Indemnity. All use and occupancy of the surface of Battlement Hesa by Barrett, 'Lts agents,
employees, contractors, representatives or assigns, shall be at the sale risk of Barrett. Barrett hereby indemnifies and hold harmless surface owners from and against any and all losses,
costs, damages, claims, awardS, expenses, demands, judgments or liabilities resulting frorn injuries or death of any person Whomsoever, or losses, damages or destruction of any property
Whatsoever caused by Barrett's oil and gas activities and operations on Battlement Mesa, or by Barrett's agents, representatives, contractors, employees, or assigns. Specifically excepted
from Barrett's foregoing indemnity in favor of the Surface Owners shall be those losses suffered by the surface Owners (or otller third parties) that are caused by the negligence or
fault of the Surface owners, or the Surface Owners' agents. representatives, contractors, employees, or ass igns. Barrett shall keep Battlement Mesa free and clear of any and all liens
for labor or work performed by it or its subcontractors upon Battlement Mesa relating to its oil and gas exploration, development or production operations or for materjats furnished
thereto. Notwithstanding the above, Barrett may contest the validity of any alleged lien, including the enforcement thereof. Barrett agrees to pay any alld all property taxes, assessments,
governlnental charges ilnposed \JPon its interest in Battlement Mesa and upon any building, structure or other improvements, equipment or personal prop~rty placed or erected upon Battlement
Mesa. 8. covenants Running with the Land. Parties hereto agree t hat the r 1 g h t 5 and ob 1 i gat I on s 0 f the paa z:r;t~i~e~s"h~e~rf.e~t.,o~~ifn'it~h~i~s'-c;;;;._------------Agreement
sha U_b9.-covenant-s-r-tlnn-rmT--wTEll the lands and sha 11 not be held or transferred separately therefrom. Barrett may not record this Agreement in Garfi~ld County, Colorado, without
the prior written consent of Surface owners. Surface Owners may so record this Agreement after ten (10) days written notice to Barrett of their intent to do so. 9. Notices. Any and ~ll
notices or communications required or desired to be given under the terms of this Agreement shall be served by certified or registered mail, return receipt requested, or by personal
delivery with signed receipt therefor, at the parties' addresses listed below or at such address as any party may specifically designate in writing: -4 -111111l1li111111111111111111111111111111111111
11111111 548481 07/08/1999 12:~P B1139 PI07 " ALSDORF I 01 28 R 130.00 D 0.00 GARFIELD COUNTY CO (
( "" If to Surface Owners: Battlement Mesa Partners Battlement Mesa Realty Partners 5575 DTC Parkway, Suite 300 Englewood, CO 80111 Attention: David Gitlitz cc~ Battlement Mesa Partners
Battlement ~esa Realty Partners P. o. Box 6000 73G Sipprelle Drive Battlement Mesa, CO 81636 Attention: Willia~ W. Wilde If to Barrett~ Barrett Resources corporation 1125 Seventeenth
St., *2100 Denver, CO 80202 Service of notice shall be effective upon receipt thereof. 10. Entire/Controlling Agreement. This Agreement constitutes the entlre Agreement between the parties
here~o relative to the subject matter hereof, and th~a ~ no-other e-x-pI"essed-or i-mplied-understanding regulating the suoject matter of this agreement which shall be deemed to exist
or bind the parties hereto, their respective heirs, executives, administrators, personal representatives, successors, or assigns, except as referred to herein. 11. controlling Law/Counterparts.
This Agreement shall be governed by and construed under the laws of the State of Colorado. This Agreement may be executed in a numb~ oL counte-r-pa-rts t each of which shall be considered
as an original for all purposes. 12. Headings. The underlined headings used throughout this Agreement are for reference purposes only and sbalL..n_o_t_in_anY""-_______________ _ _ -way-e-f-f-ece-or-g
ove-rn-tne meanlng or interpretation of this Agreement or any provision thereof. 13. Inurement. This Agreement shall inure to and be binding upon each of the parties hereto. and their
respective succeSsors, assigns, affiliates, or subsidiaries. In the event that, by agreement with third parties, Barrett causes a well or wells to be drilled on Battlement Mesa by said
third party, or transfers all or part of its leasehold interest within Battlement Mesa to said third party, then Barrett agrees to provide a copy of this Agreement to said third parties.
In the event said third party or parties, or assignees, enters Battlement Mesa and drills a well thereon, such activity shall not relieve Barrett from its liability or obligations under
this Agreement. -5 -1111111111111111111111111111111111111111111111111111111 548481 07/08/1999 12,0=~ 81139 PI08 " ALSDORf 5 of 26 R 130.00 D 0.00 GARFIELD COUNTY CO (
IN WITNESS WHEREOF, this day of A. ...... G; ......... £::., . 1990, STATE OF COLORADO COUNTY OF lJ=ciliEA SS. . CORPORATION Execut -Product ion , BATTLEMENT MESA PARTNERS, a Colorado
General partnership By: Community Holdings West, Inc., a Colo~ado carpar: tn, its Genera~ Par.t.n~r .,/{~ Davi A. Gltlltz, P eSldent BATTLEMENT MESA REALTY PARTNERS, a Colorado General
partnership By. Davl A. Pr 8ldent Acknowledged before me this 16TH day of Auc.;u:YI; , 1990, by A. RALPH REED, as Executive Vice president -productIon of BARRETT RESOURCES CORPORATION,
l~ =b. h?eQ y • ry"\ Nota·ry. £l.ubl·l·C My Commission expires. 9 /..d9..t. -6 -1111111111111111111111111111111111111111111111111111111 ~48481 07/08/1999 12,09P 81139 P10S M ALSDORF
6 Df 26 R 130.00 D 0.00 GARFIELD COUNTY CO (
STATE OF COLORADO COUNTY OF G'~;Kf/GLJ} 55. Acknowledged before me this 7l~ day of C/:; ... t,I{...:)/• 1990, by DAVID A. GITLITZ, as President of Community Holdings West, Inc., a Colorado
corporation, General Partner of BATTLEMENT MESA PART!lERS. STATE OF COLORADO COUNTY OF GAR.fle~D SS. Notary Public I J My Commission eXPires:w' /3, /11/Acknowledged before me this 71t,
day of A.'<:jllsi-,1990, by DAVID A. GITLITZ, as president of Community Holdings West, Inc., a colorado corporation, General Partner of BATTLEMENT MESA REALTY PARTNERS. ~ l/) (I A? ~·fJi'"
.: --) Il-tpto Notary publIc Z; I My commission expires. ai, 13( /'111 ref .012A/DD18 -7 -1111111111111111111111111111111111111111111111111111111 548481 01/08/1Si9 12.05P 91139 PI10
" ALSDORF 1 .f 2& R 130.00 D 0.00 GARFIELD CDUNTY CD c
1111111 11111.111111 1III1111111 1111111111.111 1111111111111 ;~e48 1 07 /08/1S99 12 : e~p B1139 Pll1 M RLSDORF ~ of 26 R 130 .00 0 0.00 GARFIELD COUNTY CO EXHIBIT" TO SURFACE USE AGREEKENT
Dated l.. T.\ day of ~. 1990 Between Battlement Mesa partners, Ba ttl emen t Mesa Realty Partners and Sarrett Resources Corporation EXXON AGREEMENT C' -------------------------------(
E)}(ON COMPANY USA P051 OFFICE 80)0. 1600. MIDlA"O TEXAS 19102·1600 1'1'000\..IC1IO'" or ~ .. "TIoAI"'T s.ov, .. wtS T(R ... 0'''',5,O'i Battlement Mesa Partners Su ite 300 5575 DlC
Parkway Englewood, Colorado 80111 Dear Madam or Sir: DecaIDer 12, 1989 When accepted by you, as evidenced by your slgning and returning to the undersigned one executed copy hereof, thlS
letter shall Serve as our agreement on guidelines regarding Exxon Corporation's conduct of oil, gas and other mineral activity from or under the surface of the land ("Said land") more
particularly described on Exhibit "A" hereto. Exxon, only insofar as its interests are concerned, does hereby agree, that, except as provided herein, it will not use, occupy, or place
any fixtures, equipment, buildings or other structures on the surface of Said land pursuant to its rights as an owner of the mi~erals therein. provided, however that (1) nothlng contained
herein shall be construed as waiving, releasing, relinquishing, or otherwise affecting any of Exxon's rights, title and interests, in and to the oil, gas, water (regardless of salinity),
and other minerals in and under Said land or Exxon's right to use, exploit, develop and produce the oil, gas, water (regardless of salinity), and other minerals thereunder by wells drilled
and other operations conducted on the surface sites provided for herein, 01" at surface locations outside of Said Land. including. but not limited to, wells drilled directionally under
or through Said Land and bottomed beneath Said land or bottomed beneath lands outside Said land provided that no such activities will disturb the support or unreasonably disturb the
surface of Said land outside of the hereinafter deSignated OrillsHes; and (2) nothing herein shall be construed as waiving, releasing, relinQuishing, or otherwise affecting any of Exxon's
rights to use the surface of Said land for geophysical testing operations if such operations would not unduly interfere with Battlement Hesa Partners' (hereinafter ---r~fCened-to-i$--'Buyer-"-)-use_o
Lsaid_Land.--iLWIl9_undel"51J>o,:,d-:t~h:,:a~t;;:s:;o:,"m""e~o",fc't",h~e __________ _ geophysical operations referred to herein involve the use of various kinds of energy sources in
conjunction with geophysical detection and recording devices which measure and record geophysical properties of the earth, which properties include, by way of example and not of limitation,
magnetics, acoustics, gravity, electriCity, or other industry accepted geophysical testing. It is understood and agreed that any drilling operations which Exxon conducts on Said land
shall be conducted upon those surface sites (the 'Dri11sites') the general locations of which are indicated On Exhibit "8" hereto. At least 110 days prior to ttoe time that Exxon decides
to conduct such operations 8uyer and Exxon shall execute a surface use agreement reasonable to both parties hereto on a form to be negotiated at the time, which shall contain: (1) a
specific legal description of the Drillsites upon which such operations are to be conducted; (1) provisions granting easements for access to the Drillsites ,. Q!V'iOON Of ,UON COAPOIUToON
111I111111111~llllIllnll1lll11lllll~llllIlltlllllm ~48481 07/08/1999 12,0!P 81139 PI12 " RLSDORF 9 o( 26 R 130.00 0 0.00 GARFIELD COUNTY CO (
·Battlement /'f.:sa Part '5 • 2 • December 12. 1989 fer (or.dueling the drilling operations; .lnd (3) provisions granting easements for such pipeline5 or other methods of transportation
of production as may be requlred to transport production from .... ells drilled on the Drillsites. It is expressly understood and agreed that Exxon shall not be obligated to pay any
consideration for said agreement. It ;'s expressly· understood· and· agreed· that, at l-east 1·20· days pr;'OT""' to' the" commencement of the construction of any irr.provements upon
Said land which would unreasonably interfere with Exxon's access to and/or use of the Orillsites for drilling or production operations. Buyer will provide written notification to Exxon
at the following address: Exxon Company, U.S.A. Attention: Right of Way and Claims Supervisor P.O. Sox 1600 Midland, Texas 79702·1600 specifically describing the planned improvements
and Exxon and Buyer agree to negotiate in good faith to agree on one or more alternate Dril'sites and/or to modify Buyer's planned developments or improvements to allow Exxon adequate
access to the Drillsites if Buyer's planned improvements may unreasonably interfere with the use of the Drillsites spec; fied herein. It is expressly understood and agreed that Buyer
will not construct any developments or improvements upon Said land if such improvements or developments would substantially interfere with Exxon's use of the Orillsites and the parties
are unab 1 e to des ignate a Hernate Drills ites or otherwise provide for adequate access to the Drill sites. In the event that (I) any portion of any or all of said DrillsHes is taken
through the exercise of the power of eminent domain; (2) some portion of the Said Land is taken through such exercise which would preclude Exxon having reasonably sufficient access to
said operation sites for drilling or production operations; or (3) as the result of any law, rule, ordinance, or regulation of any federal, state, or municipal body, said Dril1sttes
cannot be used for operations as provided herein, Buyer agrees to negotiate in good faith to designate alternate Drillsites. Notwithstanding anything In this letter to the contrary,
Exxon agrees on ....... behalf of itself, its successors and ass1gns, that with respect to Dr111s11&$ ,., on Exhibit'S" hereto which are adjacent to subdivisions on Said lind in existence
on the date hereof (which includes all Dri11sites except those deSignated "A", -B~ or ·C-), that Exxon shall locate and operate any pipelines ·--0 r-o ther-Ms·!r·1 bu t·i on-or-EO 1·1
ee-t-i on-f.a&-~l·it·ie;-(·the-'-~ae-~l·~t·i ,,"-)-neees s a,.y-t 0' ___________ _ service such Drillsites in deSignated and platted open spaces within or between said subdivisions to
the extent any ,uch facil iUes must be located in, on or under said subdivisIons. With respect to subdivisions or other planned developments on Said land which Buyer intends to plat
after the date hereof, Buyer agrees that it shall give £xxon written notice thereof at lease one hundred twenty (120) days before tiling a plat, PUD, or other document ("Deve 1 oprnent
Documents") wi th the appropri ate governmental authority ('Development Notice"). Said Development Notice shall contain proposed Development Documents which shall include designated
access easements for the Dri11sites and designated corridors for pipel ine easements. Within ninety (90) days of receipt of said Development Notice, Exxon shall be entitled to review
and comment upon the locations of "id designated areas and pipeline easements. If Exxon raises sa1d concerns as to said designated easement 1 oca t ion" Buyer and Exxon sha 11 negot
late in good faith concern i ng fi nal 1·111111·11111111111111111.1111111111111111111111111111111 548481 07/08/1999 12:0~P 81139 PI13 " ALSDORF 18 .r 26 R 130.00 D 0.00 GARFIELD COUNTY
CO
/.---~ eattlern~nt Mesa P~rtr "s -3 cesior,ation of said easement locations, If [xxon does not respond to said Deve'op~ent Notice within said ninety (90) day period, Buyer shall be entitled
to f j 1 e the Deve 1 opment Documents with the appropriate governmental authorit ies and [xxon shall be deemed to have waived any rights to object to the location or locations of access
and pipeline easements and further, Exxon shall be deemed to have approved same and shall be bound by the Development Documents as filed 'filth the appropriate governmental authorities.
It is the intent of the parties hereto that this letter agreement shall be interpreted so that each party shall be enUtled to develop fully their respect ive interests in or under Said
land and the parties agree to act in accordance with such intent. Accepted and" Agreed t"o: BATTLEMENT MESA PARTNERS, a Colorado general partnership By: Community Holdings West, a Colorado
corporation, Inc. , general partner ///By: /f~ Dav,d G,lI,tz~ PreSIdent By: Universal Western Properties, lnc. , a Colorado corporation, general partner By'(~fi1. 4-fffFl car~end, vice
reSldent Date: ~I ..x. l 15rJ EXXON CORPORATION By: G_~ w~e~~s,on Engineering Manager, Production Department, Exxon Company, U.S.A. (a division of Exxon Corporation) Agent and Attorney
in Fact 1111111111111111111111111111111111111111111111111111111 54B4BI 07/0B/1999 12,05P BI139 PI14 " A~SDORF II of 26 R 130.00 D 0.00 GARFIE~D COUNTY CO ( ;~ •. J ~
EXHI BIT A LEGAL Q'ESCB IPIIOlI A parce l o ! land lying in Se ctions 5, 6, 7, 8, 9, la, 16, 17, 18, and 19, Township 7 South, Range 95 West and Sections 13 and 24, Township 7 So uth,
Range 96 West, of the sixth Principal P. e ridian, County of Garfield, State of Colorado, more parti cularly described as follows: Beginning at the East 1/4 Corner of Section 5, Township
7 South, Range 95 West; Thence along the East line of Section 5 South 00°15'43-West a distance of 1628.34 feet, to the Southeast Corner of the N1/2 NE1/4 SE1/4 SE1/4 of Said Section
5; Thence along the South line of the N1/2 NE1/4 SEI/4 SEI/4 }lorth 87°19'30w West a distance of 664.56 feet, to the Southwest Corner of said N1/2 NE1/4 SEI/4 SE1/4; Thence along the
West line of the N1/2 NE1/4 SE1/4 SE1/4 of Section 5, North aO '23 '16 w East a distance of 324.34 feet to the Northwest Corner of said NE1/4 5E1/4 5E1/4, Thence along the North line
of the 5E1/4 SE1/4 of said Section 5, North 87°26'14 w West a distance of 663 . 7~ teet, to the Northwest Corner of said SE1/4 5£1/4; Thence along the West line of SE1/. SE1/. of said
Section 5, South 00-JO'52w West a distance of 1292 . 05 feet to the Southwest Corner of said SE1/4 SE1/4, Thence along the South line of said section 5, South 86°59'25-East a distance
of 13J3.74 feet to the SoutheAst Corner of said Section 5; Thence along the North line of Section 9, Township 7 South, Range 95 West, South 87-59'43-East a distance of 1326.37 feet,
to the Northeast Corner of the NW1/4 NW1/4 of said Section 9; Thence along the East line of the NW1/. NWl/4 of said Section 9, South 01"02'26-West a distance of 1301.45 feet l----------'t-o-the-S-out
hea-s t-Corner-o-t-&a i-d-NW1J'-4-NW114-:---------------------------Thence along the North line of the SE1/4 »Wl/4 of said Section 9, South 88'02'23-East a distance of 1324.35 feet to
the Northeast Corner of said SE1/4 NW1/4, Thence along the North line of the 5Wl/4 NE1/4 of said Section 9, South 8S'35'51-~a s t a distance of 1275 . 60 teet, to the Northeast Corner
of said SH1/. NE1/4; Thence along the West line of the NE1/4 NE1/4 of said Section 9, North 01'04'15" East a distance of 1311.84 feet to the NorthWest Corner of said NE1/4 NE1/4; Thence
along the North line of said Section 9, south 1111111111111111111111111111111111111111111111111111111 ,oe481 07/08/1999 12,0~P 81139 Pll~ " RLSDORF 12 of 26 R 130,00 D 0.00 GRRFIELD
COUNTY CO
89'06'43-East a distance of 1274.26 feet to the Northeast Corner of £aid Sectlon 9; Thence along the East li~e of said Section 9, south 01'00'49-West a distance of 1323.29 feet, to the
Southeast Corner of the HE1/4 NE1/4 of said Section 9; Thence along the North line of the SW1/4 NWl/4 of Section 10, Township 7 South, Range 95 West, South 88·46'55-East a distance of
631.29 feet to a point on the North line of the said SW1/4 tIW1/~, 687 feet West of the Northeast Corner of said SWI/4 NWl/4 I said point being the Northwest Corner of that parcel of
land described in Document Number 198564 as recorded in Book 302 at Page 200 of the records of the Clerk and Recorder of Garfield county; Thence along the boundary of said parcel the
following five (5) courses: (1) South 00"49'34-West a distance of 221.67 feet; (2) South 48'09'56-East a distance of 361092 feet to a pOint 456.00 teet, as measured at right angles,
southerly from the North line of the SW1/4 NWl/4 of said Section 10: (3) South 89°17'47-East a distance of 166.55 feet; (4) South 00'49'34-West a distance of 201.43 feQt; (5) South 89°17'47-East
a distance of 246.37 feet; to a point on the East line ot said SW1/4 NWl/4 655·feet south of the Northeast Corner Qf said SW1/4 NWl/4: Thence departing said parcel boundary along the
East line of the SWl/4 NWl/4 of said Section 10, south 00-54'36· West a distance of 667.20 teet to the Southeast Corner of .aid 5Wl/4 NWl/4: Thence Along the East line of the NWl/4 5W1/4
of .aid Section 10, South 00'54'36· West a distance of 1315.11 feet to the Southeast Corner of said NWl/4 SW1/4: Thence along the South line of the NWl/4 SW1/4 of said Section 10, North
89-11'04-West a distance of 1323,06 feet to the South~e6t Corner of said NWl/4 SW1/4: Thence along the South 11ne of the Nl/2 5E1/4 of Section 9, Township 7 South, Range 95 West, North
87-19'11-West a __________ ,disian~t_23~~eet to the Southwest Corner of said N1/2 5E1/41 Thence Along the South line of the N1/2 5Wl/4 of Section' 9, North 88"38'08-West a distance of
2654.44 feet to the Southwest Corner of .aid Nl/2 SW1/4: Thence along the South line of the NE1/4 SE1/4 of Section 8, Township 7 South, Range 95 West, North 86-43'49-West a distance
of 1331.33 feet to the Southwest Corner of said NE1/4 5El/4 of Section 8: Thence along the West line of the SE1/4 SE1/4 of Section St South 01'20'14-West a distance of 1316.23 feet to
the 111111111111111111111111111111111111111111l1li111111111 548481 07/08/1999 12,0ep 81139 PIli" RLSDORF 13 of 26 R 130.00 D 0.00 GRRFIELD COUNTY CO 1.-2
South~est Corner of said SEI/4 SE1/4 of Section 8; Thence along the East line of the Wl/2 HEl/4 of section 17, South 01°00'57-West a distance at 2639.16 teet to the Southeast Corner
of said Wl/2 NE1/4 of Section 17; Thence along the North line of the NEl/4 5£1/4 at section 17, South Bs046'04-East a distance at 1324.13 feet to the El/4 Corner of Section 17; Thence
along the Easterly line of the NE1/4 SE1/4 of section 17, South Ol'Ol'2~-West a distance of 1320.50 teet to the Southeast Corner of the NEl/4 SE1/4 of Section 17 ; Thence along the North
line of the SWl/4 SW1/4 of section 16, Township 7 South, Range 95 West, South 87·41'13-East a distance of 1330.94 teet to the Northeast Corner ot said 5Wl/45Wl/4, Thence along the East
line of the SW1/4 SWl/4 ot Section 16, South 01'03'30· West a distance of 1322.00 feet to the Southeast Corner ot said SWl/4 SWl/4: Thence along the South line of said Section 16 North
87·37'18-West a distance of 1330.20 feet to the Southwest Corner of said Section 16: Thence along the South line of Section 17, Township 7 South, Range 95 West, North 88'44'01-West a
distance of 1984.49 feet to the Southwest Corner of the E1/2 SW1/4 5El/4/. Thence along the West line of the El/2 5Wl/4 5El/4,'North 00"59'11-East, a distance of 1319.91 feet to the
Northwest Corner of said £1/2 SW1/4 5£1/4r Thence along the South line of the NWl/4 5El/4 of said Section 17, North 88°45'02-West a distance of 661.78 feet to the Southwest Corner of
said NWl/4 5£1/4; Thence along the South line of the NE1/4 5Wl/4, North 88"45'02-West a distance of 1158058 feet to a point 10 rods East of the Southwest Corner of said NEl/4 SWl/4:
Thence North 01"03'04-East a distance of 131.93 feet; Thence North 88"43'44-West a distance of 165.63 feet; Thence North 00·55'58· East a distance of 527.66 feet, along the West line
of the NE1/4 5W1/4 to the Northeast Corner of the 51/2 NWl/4 5Wl/4, Thence North 8S"45'33-West 1324.42 feet to the Northeast Corner of the El/2 5£1/4, NE1/4 5£1/4 of Section 18, Township
7 South, Range 95 West: Thence along the North line of the £1/2 5E1/4 NE1/4 5E1/4 of said Section 18, North B8·24'33-West a distance of 32~.86 feet to the North~est Corner of said £1/2
5El/4 NE1/4 5El/4, Thence along the West line of the £1/2 5El/4 NEI/4 SE1/4 of said Section 18, South 00"53'57· West a distance of 659.61 feet to the 50uth~est Corner of s.id £1/2 5E1/4
NE1/4SE1/4; 111111111111l1li111111111111111111111111111111111111111 ~48481 07/08/1999 12:0SP BI13D P117 ~ ALSDORF 14 of 26 R 130.00 D 0.00 GARFIELD COUNTY CD A-3
~-' .. Thence ~long the South line of the NE1/4 S£1/4 of said Section 18, North 88'26'07· Hest a distance of 989.84 feet to the Southwest Corner of said NE1/4 5E1/4; Thence elong the
E~st line of the SW1/4 5£1/4 of Baid Section 18, South 00'55'21-West a distance of 1J20.46 feet to the Southeast Corner of said SW1/4 SE1/4; Thence along the East line of the W1/2 NE1/4
of section 19, Township 7 South. Range 95 West, South 01"06'34· West a distance of 2642.08 feet to the Southeast Corner of Qaid W1/2 NEl/4; Thence along the South line of the NE1/4 of
section 19, North 88'41'12~ West a distance of 1J29.89 feet to the southwest Corner of said NE1/4: Thence continuinq Westerly along the South line of the NW1/4 of said Section 19, North
88"41'12-West 2570.38 teet to the Southwest Corner of said NW1/4 of section 19: Thence continuinq Westerly along the South line of the NE1/4 of Section 24, Township 7 South, Ranqe 96
Weat, North 89-32'43-West is distance of 2673.12 feet to the. Southwest Corner of said N£1/4; Thence along the West line of said NE1/4, North 00-23'55~ West 1023.06 feet: Thence North
01"25'42-Thence North 66"11'04· Thence North 34"29'42-Thence North 88"52'30-Thence North 00"00'00-Thence North 81"10'00-of the Colorado River: East West Eaa.t West East West 229.68 feetf
236.83 feet: 161J_03 feat; 202.82 feet: 461.13 teet: 955.94 feet to the centerline Thence elonq said center the following courses and distances: NOl'th, 2·6·" 2·&' 2·5·· East 232'.98'
teet: North 30"21'25" East 206.15 feet: North 3S·25'2S-East 644.58 feet; North 29"17'2="" East 829.38 teet: North -40"24'25-Ealit 99.86 feet: North 36"27'25-East 150.05 feetl North 34"54'25-East
163.27 teet: North 31"12'21" East 2 6.6..._7_5_t eet: North 50"36'25" East 686.79 feet: North 72"23'50· East 390.96 feet; North 76-17'12-East 151. 22 feet; North 77"41'27· East 463.54
teet; North 79"53'0'· East 281. 99 feet: tlorth 79"01'50-East 87.91 feet: North 62'57'39-East 257.89 feet: North 27'17'2" East 312.44 feet; North 40""6'59" East 126.43 teet: North 24"17'40"
East 197.27 feet1 A-4 111111111111111111111111111111111111111111111111111111 ,48481 07108/199; 12,"" BI139 P11B " ALSDORF ~ of 26 R 130.00 D 0.00 GARFIELD COUNTY CO (
( c North :32'26'39-East 124,13 feet; North 60'Ol'lS-East 109.42 feet; North 74'02'49-East 226.07 feet; North 78'19'OS-East 154.17 feet: North ~O'40'20'" East .. 44,46 feet; North 35'52'21-East
149.32 feet: North 26'41'02'" East 150.34 feet: North 14'13'25· East 511. 69 feet: North 24'54'48-East 241. 07 feet: North 14'40'02'" East 996.76 feet: North 04'23'25'" West 274.60 feet:
North 08'35'04'" East 215.19 feet; North 20'08'11'" East 79.88 feet: North 32'27'48'" East 71. 69 feet; Thence leaving said Colorado River centerline South Sl'OS'll'" East 526.15 feet:
Thence North 01'04'10-East a distance of 485,22 teet: Thence south 88'24'36-East a distance of 83,00 feet, Thence North 53'18'25'" East a distance of 635,50 feet to the southerly Right-ot-Way
of the existing County Road, Thence along said Right-ot-Way south 43'14'11· East 8 distance. of 55.,.7.4. fe.et.:. Thence continuing along said Right-ot-Way South 34"04'07· East 107.02
feet; Thence continuing along said Right-Of-Way South 15'35'44· East 66.56 feet: Thence North 72'19'16-West D distance of 13.56 feet; Thence south 79·47'18-West a distance of 24.89 feet;
Thence South 37'2)'26-West a distance of 100,52 feet: Thence South 06"07'27-West a distance of 83.52 feet: Thence North 88·48'43-East a distance of 85.28 feet to the westerly Right-Of-Way
of the existing county Road: Thence along said Right-Or-Way the following courses and di&tances; South 10-11'10-East a distance of 50,84 feet; Thence 244.26 feet along the erc of a curve
to the left __________ ~bAYing • radius of 1611.94 feet.~tnh~e~cnh~o~r~d~o~f~s~.~i~d~~ _______________________ _ curve bears south 02'50'01-East a distance of 244,03 feet: Thence 331.22
feet along the erc of a curve to the left having a radius of 270,10 teet the chord of said curve bears South 42·18'20-East 310.85 feet: Thence South 77·25'36-East a di5tance of 249,91
feet; Thence South S2'OO'16· East 142.25 teet; Thence leaving said County Road Right-Of-Way North 13·S2'58-East a distance of 60.00 feet: Thence South 76'07'01-East a distance of 196.00
feet; A-5 111111111111111111111111111111111111111111l1li111111111 ~48'81 07/08/1999 12,0SP BII39 PII. M ALSDORF 16 of 26 R 130.00 D 0.00 GARFIELD COUNTY CO c
( ( Thence South 66'O)'OlW East a distance of 92.80 teet: Thence North 64'SO/OOw East a distance of 12.20 teet; Thence South 86'44'06 w East a distance ot 201.00 teet; Thence North 01'36'29*
East a distance of 650.00 feet; Thence North B6'44'01-West a distance of 359.65 feet: Thence North 01'36'06· East a distance of 469.21 feet; Thence North 01'32'15-East a distance of
568.40 teet: Thence North 01"39'14-East a distance of 355.62 teat; Thence North 85'54'03-West a distance of 597.54 feet to the centerline of the Colorado River: Thence along said centerline
the following courses and distances: North 30'34'03-East 126.48 feet; North 11'14'23-East 262.86 feet; North 03'21'52-East 244.98 feet; North 06'43'43' East 149.36 feet; North 09'50'22-West
130,18 feetJ North 15'44'44' West 249.17 feet; North 23'23'56-East 595,97 feet: North 29'30'40-East 146.50 feetl North 4)'21'22-East 437.13 feetl North 53'22'38-East 517.59 feet; North·
60·' 3-7·' 2·4-' Ea-st 6-3-9·,6"9· tertr North 58'44'59' East 242,35 feet; North 6S'18'39' East 236.76 feett North 74'06'42-East 340,87 feet; North 86'52'OS' East 446,66 feet: North
S8'43'46' East 270,56 feet~ south 83'05'32' East 198.26 feet; North 78'27'53' East 618.98 feet; North 76'29'45' East 483.05 feetf North 49'07'36' East 593.26 feet, Thence leaving said
Colorado River centerline South 87-53'17' East a distance of 2282.68 feet alonq the North line of the SE1/4 of said Section 5, Township 7 south, Range 95 West of the sixth Principal
Meridian to the point of beginning. A-6 CXO,"DD 111111111111l1li11 111111111111111111111111111111111 1111 548481 07/08/1999 12,05P B1139 P12e " RLSDORF 17 of 26 R 130.00 D 0.00 GARF!E~D
COUNTY CO c
'} I , •• 111 •• 111 •• lIn •• 11 •••• ," _ ........ .... --..... -~ • . -•. 54848107/08/1999 12,05P 81139 P121 " RLSDORf' 18 .r 26 R 130.00 D 0.88 GARFIELD R96WI1l9~W ') . '.. ". ~
.. ,~I i6 .. .. ~I.r-r rr'-T EXBlBlT B J DRILL SITES PLAN 1. " >.-4 c=~ --------..----------------.... .. ~ --, ... --I _I .. , .. --J II. _ ...... -._. --=--..::.===.==:.:..-..:.---~®lJ~~
~ Bat:tJ.e"m. _ei__1 tcN:<~J
C' EXH I BI'r B TO SURFACE USE AGREEHEHT Dated lc ~.\ day of I>o.~"". 1990 BetWeen Battlement Mesa partners, Battlement Mesa Realty Partners and Barrett ResourceS Corporation RULES AND
REGULATIONS FOR OIL ANO GAS DRILLING AND OPERATIONAL ACTIVITIES WITHIN BATTLEMENT MESA 1. permitted Well Locations: Wells may be drilled on the density of no greater than one well for
each 160 acres which shall consist of governmental quarter sectiona, regardless of the formation to which they are drilled. The well location rule prescribed by the Colorado Oil and
Gas Conservation Commission shall be further restricted to permit drilling only within each quarter section as sp-ecif1-c-al·ly set cut be-J:Gw-. Loca.tion.!L referred to below shall
in some instances refer to a location approved in the Agreement between Exxon corporation and Battlement Mesa Partners, dated December 12, 1989, which A9reemen~ is attached hereto as
Exhibit A. These locations are depicted on a map incorporated in that Agreement and on Schedule 1 to this Exhibit B and designated by letters "A" through "PU. Reference to an Exxon Location
A, for example, shall refer to the exact center of the location denoted as Location A on Schedule I. References to the approved PUD for Battlement Mesa shall mean that area denoted as
such on SchedUle I, attached hereto. PERMITTED LOCATIONS. Townshjp 7 South, Range 95 West Section 5: SE/4: On the center of Exxon Location P, or within 50' thereof section 5 : SW/.:
Dr!"ll fng not permitted' \odtlrfrr tlttf boundary of the approved PUC for Battlement Mesa Section 6. SE/.: Drilling not permitted within the boundary of the approved PUC for Battlement
Mesa Section 7 : NE/': Drilling not permitted within the boundary of the approved PUD for Battlement Mesa -1 -1111111111111111111111111111111111111111111111111111111 548481 e7/eS/199S
12,05P B1131 PI22 " RLSDDRF 19 of 2& R 13e.00 D e,00 GRRFIELD COUNTY CO
Section 7: SW/4: Drilling not permitted within the boundary of the approved PUD for Battlement Mesa Sect jon 7 : SE/4. On the center" CJfo Ex·~n· Location_ G..,_ or .... ithin 50' thereof,
or outside of the approved PUD for BattlelDent Mesa Section 8. NW/4. On the center of Exxon Location N, or wi thin 50 ' thereof Section B. NE/4. On the center of Exxon Location B, or
wi thin 50 ' thereof Section B: SE/4: On the center of Exxon Location C, or within 50' thereof Section 8. SW/4: Drilling not permitted within this quarter section Section 9. NW/4: Current
location of the smith NO. Well !s the permitted location. Section 9. NE/4: Location Bubject to Rule 1, described below. Section 9. SE/4. Location subject to Rule 1, described below.
Section 9. SW/4. Location subject to Rule 1, descr i bed below. Section 10. NW/4. Location subject to Rule 1, described below. Section 10: SW/4. Location subject to Rule 1, described
below. Section 16: SW/4: Location subject to Rule 1, desc-r-i.bed_below • Section 17. NE/4, Drilling not permitted within the boundary of the approved PUD for Battlement Me.a Sect i
on 17: NW/4: Drilling not permitted within thiB quarter section. Section 17 : SE/4: Location subject to Rule 1, described below. -2 -111111111111111111l1li111111111111111111111111111111111
548481 07108/1999 12:0!!P 81139 Pl23 K A\.SDOIIF 20 of 2& R 130.00 D 0.00 ~RFIELD COUNTY CO 1
Sect.i.on. L7. =_ SW/.4",_ Lo.cation subject ta Rule 1,_ described below. ( section 18. NE/4. On the center of Exxon Location E, or within 50' thereof section 18. NW/4. On the center
of Exxon Location K, or within 50' thereof Section 18, SW/4. On the center of Exxon Location J, or wi thin 50' thereof section 18 : SE/4. On the center of Exxon Location F, or wi thin
50' thereof section 19: NE/4. On the center of Exxon Locat 10n G, or wi thi n 50' thereof section 19: NW/4. Drilling not permitted within the boundary of the PUD plan for Battlement
Mesa Townshi 7 South, Ran • 96 West Section NE 4. Dri 111ng not permitted wi thi.n the boundary of the PUD plan for Battlement Mesa section 13. SE/4. On the center of Exxon Location
I, or within 50' thereof s-ect i on 24", NE/4". On" thEf c-ent-e-r-crt Exxon' Loea·b ion· It, or within 50' thereof ( Notwithstanding anythlng herein to the contrary, no well may be
drilled within 200 feet of an eXisting structure. It this rule, when coupled with the specified locations above, will not permit the drilling of a well in a given quarter section (with
( ___ the~gtion of those quarter sections for which no drilling is permitted), then Surface Owners ana Barrett: snarr---eS"t-abl-i-sh-a,-----------------------------mutually agreeable
replacement location within that quarter section. RULE 1: Location permitted in accordance with the Application as sUbmitted by Barrett before the Colorado Oil and Gas conservation Commission
in Cause NOS. 139 and 440, but a location must be selected which will minimize the impact on actual residents w.Lthin_ t.he... quar ter sect ion and ueon ex i st i nq uses. -3 -1111111111111111111111
11111111111111111111l1li111111111 ~48481 07/08/1SSS 12.0SP 81138 PI24 " RLSDORF 21 of 28 R 130,00 D 0.00 GARFIELD CDUNTY CO
( c 2. Road usage: To the extent that Barrett uses roads other than those it has contructed and maintained within Battlement Mesa, it agrees to bear the sale cost and expense of repairing
any damage caused to these roads by Barrett, its employees, agents or subcontractors, whether it be during the drjlling or operational phase of any well. AS to all such public roads
or surface owners' private roads within Battlement Mesa, Surface Owners retain the right to reasonably regulate Barrett's usage thereof, including load limits, frequency of use, and
time of llse. The location, design and maintenance specifications ot any and all improved or unimproved lease access roads within Battlement Mesa constructed by Barrett shall be sUbject
to the consent of the Surface Owners, which consent shall not be unreasonably withheld. Barrett shall be solely responsible for the repair and maintenance of the roads which it constructs
within Battlement Mesa, and shall maintain the roads to minimize dangerous conditions and dUst. No roads shall be constructed across subdivided lots. All access roads shall be constructed
on designated open space, or planned road beds and follow existing roads or trails as nearly as practicable. Barrett shall place appropriate signs on all of its roads designating such
road as a "private Road" and to assist the surface Owners in the control and use of the road by any unauthorized personnel. All roads constructed by Barrett shall be limited to 30' in
width. To the extent that roads constructed or used by Barrett cross fenced grazing lands, then Barrett shall enter into an agreement with the surface occupant or lessee with respect
to the use of those lands and maintainence of fence and indemnify and hold Surface Owners harmless for any and all liability to said surface occupant. 3. Wellsites: All wellsites shall
be limited to no more than two acres in size during drilling, and no more than one-half acre for a producing well. Barrett agrees to fence the wellsites, including pits and other hazardous
areas, and to keep its sites and rights-of-way in order and free from litter and debris. At any site which Barrett abandons, Barrett shall fill in, smooth over, and clean up the site
and road right-of-way, and shall restore and reseed safe area by replac~e top sotl·~.'--------------------All reseeding shall be done with the type of grass specified by Surface Owners.
This reclamation requirement shall be completed by Barrett within six months after termination of production or drilling, whichever first occurs. If the surface pits are not dry after
eighteen months, Barrett agrees to pump the pit dry and dTspose of fts contents off of Battlement Mesa and to have full restoration promptly completed within six months thereafter. -4
-1111111111111111111111111111111111111111111111111111111 ~48481 07/08/1999 12:~ 81139 Pl2! " RLSDORF 22 .r 28 R 130.00 0 0.00 GARFIELD CDUKTY CO (
r 4. Pipeline Rioht-of-Way provisions: ~arrett agrees to locate all plpellnes tor produced gas or fluids in designated open space or public dedicated easements, along routes subject
to the approval of Surface owners, Which approval shall not be unreasonablY withheld. All pipelines shall be buried at least 48" under the ground and properly marked to surface owners'
reasonable specifications. 5. Drilling Rigs: Barrett snaIl not allow any drilling rig to be stacked on Battlement Mesa tor more than five days. Barrett shall not cause to be constructed
any permanent living quarters on the wellsite or any of Battlement Mesa with the exception of necessary personnel during actual drilling operations. Drilling activities within Battlement
Mesa shall be commenced only during the months of october, November, December, January, February and March, for any well located within 2,000' of any existing occupied residence within
Battlement Mesa. 6. Fires: Any fires caused by Barrett's personnel or assigns shall be the sale and exclusive responsibility of Barrett~ 7~ Firearms: Barrett shall not permit its agents,
employees, or asslgns to discharge firearms, crossbows, or other weapons whi le on Batt lement Mesa, or to carry such weapons' on their persons. . B. Water: Nothing herein shall be implied
as granting any right to Barrett to use any water found in Battlement Mesa. 9. Minimizin surface Visual Disturbances: Barrett shall make every e fort to minlmlze the VIsual an sound
effects which its operationa in Battlement Mesa shall have upon the surrounding community. Such efforts shall include but not be limited to the following measures: (a) maintaining all
surface production facilities in a good state of repair, including removing debris and trash from the location and maintaining a fresh coat of paint of a color approved by surface Owners
on all production facilities. (b) When requested by the surface owner, Barret~~~l------------------------__ place dirt berms around the perimeter of the wellsite to visually hide the
facilities, and/or, plant trees around the perimeter for the-same-purpose-er take-any-othe-r. a-cti-on-mutua-I-ly-aqreed-uponfor this purpose, (c) minimization of tankage facilities:
(dl placing mufflers on all combustion enginesr and -5 -111111111111111111111111111111111111111111l1li111111111 ~41411 07J01J1SSS 12,0~P 81139 P128 " ALSDORF 23 of 28 R 130.00 0 0.00
GARFIELD COUNTY CO
r (e) such other measures as may be reasonably required by Surface Owners. 10. Fencing: Barrett shall construct and maintain chain link fences around the perimeter of all operating wells
and maintain locked gates. 11. compression Stations: No compression stations shall be located on Battlement Mesa. 12. Additional Sur:ace Restrictions: Barrett shall give Surface owners
no less than thlrty (30) days written notice prior to the drilling of any well within Battlement Mesa, In said notice, Barrett shall specify the precise well location and include a survey
plat therefor, and set forth its plans for surface access during drilling and production including road usage and construction, and the plan to remove production from the well, including
proposed pipeline right-af-way and/or water disposal. surface Owners shall have the right, after review of said plan, and within twenty (20) days of the receipt thereof, to specify further
reasonably practical regulation of such activity, i ncl udi oq road and pi pe...LLne.. r.outes., and· we-lls-i-te· appea'rance' and" maintenance by written notice thereof to Barrett.
13. oil and Gas Co:nmission Notices: Barrett agrees ,to provide surface Owners W1th its application filings with the Oil and Gas conservation Coo~ission of the State of Colorado pertaining
to the lands within Battlement Mesa, including, but not limited to, applicatlons for spacing, unitization or exceptions, and all sundry notices filed with the Commission, to the extent
the same pertain to lands located within Battlement Mesa. In addition, Barrett herewith agrees that, for purposes of the Oil and Gas Conservation Act and the oil and Gas Conservation
Commission's Rules and Regulations, that the Surface Owners shall be interested parties entitled to notice of all proceedings, and be offered an opportunity to be heard before the Commission,
but nothing in this Agreement shall be construed as making the Surface owners an "owner" as that term is defined under the Act or the commission's regUlations. ----:14-.-0t-her-Sur-f-ace-0wners-:-To-
t·h-e--e1Ct-en-~t:nn-Barret"t-'·.~---------------operations 1n Battlement Mesa 1nvolve the disturbance of surface in Battlement Mesa other than that owned by the surface owners, Barrett
agrees to endeavor in good faith to accommodate the reasonable requests of said other surface owners. 15·, Da-mases:' TIJ tiT!!" ffxt"ent not otherwise provided herein, Barrett agrees
to compensate surface Owners for the actual damages caused to their improvements and facilities within Battlement Mesa. -6 -1111111111111111111111111111111111111111111111111111111 548481
07/08/1999 12,05P BI139 PI27 " ALSDORF 24 .f 25 R 130.00 D 0.00 GARFIELD COUNTY CO
r 16. Workovers and Recompletions: In the event that Barrett elects to workover or recomplete any well located within Battlement Mesa, or conduct any other operation requiring a workover,
recompletion or drilling rig, then, Barrett shall give surface Owners ten (10) days notice of its intention to conduct the operations and setting forth the wells on which the work will
be conducted. In the event that such operations will materially interfere with the Surface Owners' marketing efforts in Battlement Mesa, then Surface Owners shall promptly notify Barrett
thereof and the parties shall mutually agree upon a more acceptable time for such operations. 17. Special Use Permits: Barrett shall provide surface Owners with a copy of all applications
for Special Use Permits for operations within Battlenent Mesa or within one-half mile of the boundary thereof, when such applications are filed in Garfield county, Colorado. ref.012A/0018
-7 -1111111111111111111111111111111111111111111111111111111 ~'8481 07/08/19tl 12,eep BI139 PI2e " AlSDORF 2' of 26 R 130.00 D 0.00 GARFIELD COUNTY CO (
r I IIIIIII!III 111111l1li11 11111 III 1111111 111l1li111 111111 54S4., e7/e8/1999 12,0SP 81139 PI29 " AlSDORF 26 01 26 R 130.00 D O.00 GARFIELD COUNTY CO SCHEDULE I TO EXHIBIT B TO
SDRFACE USE AGREBKBNT Dated ~ T~ day of ~~~ .• 1990 Between Battlement Mesa Partners, Battlement Mesa Realty Partners and Barrett Resources Corporation