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HomeMy WebLinkAbout1.0 ApplicationBerry Petroleum Company Molly Larson, Planner Garfield County Building and Planning Department 108 8th Street, Suite 401 Glenwood Springs, CO 81601 1999 Broadway St., Suite 3700 Denver, CO 80202 Ph: (303) 825-3344 Fax: (303) 825-3350 www.bry.com November 24, 2009 Subject: Minor Temporary Employee Housing Permit Application — Temporary Employee Housing for Natural Gas Workers Dear Ms. Larson: Enclosed for your review and processing are three copies of Berry Petroleum Company's Application for a Minor Temporary Employee Housing Permit. The Application requests approval from Garfield County for operation of three (3) temporary employee housing quarters to house drilling personnel working on Berry's F-01 & 0-32 well pads on lands owned by Berry Petroleum Company. The temporary employee housing quarters are proposed for two reasons. First, rental housing in the western Garfield County communities of Parachute, Battlement Mesa, and Rifle is virtually unavailable. Second, given the remote location of Berry's F-01 & 0-32 well pads on the plateau top above Garden Gulch, the proposed temporary employee housing quarters would provide our drill rig crew the facilities they need to wash, dine, and sleep at their active drilling location during their 7 -day work week without having to make the long commute down the mountain to local communities on a daily basis. The proposed temporary employee housing would therefore promote safety, decrease vehicular risks to wildlife, and reduce the volume of vehicle traffic up and down the mountain each day. The enclosed Application includes a check for $250 to cover the county's base fee, a signed Minor Temporary Employee Housing Permit Application Form, a signed Agreement for Payment form, and the Application materials themselves with all of the required information, maps, deeds, legal descriptions, and performance standards analysis. If you have any questions or comments, please contact me at your earliest convenience at 303-999-4245 or via email at bob@bry.com. Sincerely, Bryan Burns Environmental Specialist Berry Petroleum Company GARFIELD COUNTY Building and Planning Department 108 8th Street, Suite 401 Glenwood Springs, Colorado 81601 Telephone: (970) 945-8212 Facsimile: (970) 384-3470 www.Qarfield-county com Minor Temporary Employee Housing Administrative Permit GENERAL INFORMATION — Permit Must be Issued Prior to Facility Installation (To be com pleted bythe applicant— Please submit 3 paper copies & 1 CD copy of the com pleted application to the P fanning Department) Practical Location of Housing Site(s): Tax Parcel Number: 2135-321-00-009 SENW Sect, 1, '1'6S-R97W & SWSE Sect 32, T6S-R96W. 611' P.M, Garfield County. CO Check One: 1 Minor Permit: x Area Wide Development Plan (AWDP): ❑ Maximum Number of Zone District Resource Lands (RLL)- Plateau Occupants for Each Facility 24 Cumulative Amount ofTime(in Days) Each Facility Will be at Location (Attach additional sheet if necessary). Less than 365 cumulative days State or Federal Permitting Agency Overseeing Reclamation, Site ID* (APD*): Restoration and Revegetation (REQUIRED). COGCC APD Permit #s: 20088553 (F-01),20090271 (0-32) Previous Violations by If So, How Many: Applicant/Operator (yin): N (Attach Documentation of Previous Offenses) . How Many Housing Facilities are Proposed in this Application? 2 Name of Applicant (Surface Owner): Address: 1999 Berry Petroleum Company, Attn. Bryan Burns Broadway, Ste. 3800 Telephone: 303-999-4245 Email: bob@bry.com City: Denver State: Co Zip Code: 80202 Fax: Name of Owner's appropriate documentation): Address: Representative (if any — attach N/A Telephone: Email: City: State: Zip Code: Fax: STAFF USE ONLY Doc. No.: Date Submitted: TC Date: Approval Date: Denial Date: Planner: ELIGIBILITY Requirement (Section 7-808 (0) (2)) — All Requirements Must be Satisfied to be Eligible as a Minor Facility Applicant ` Planming Department Complies (WN) Complies (Y/N) The Minor Temporary Employee Housing Facility and any associated infrastructure ("Minor Facility(ies)") must be completely contained within a state or federally permitted parcel (i.e. Colorado Oil and Gas Conservation Commission (COGCC) approved oil/gas well pad) in which reclamation and revegetation are secured with the permitting agency (Permitted Site); and, Y The Minor Facility is located at the Permitted Site for less than a cumulative of one (1) year; and, Y The Minor Facility shall have an occupancy of nine (9) to twenty-four (24) people who are employees, contractors or sub-contractors of the operator and are needed for onsite safety of the related commercial, industrial, extraction or highway operation. \/ J Temporary employee housing facilities that do not have the three characteristics listed above, i.e. have an occupancy of 8 or fewer people or 25 or more people, on location for more than a cumulative of one (1) year or not completely contained within a Permitted Site, i.e. "Small Facility" or "Major Facility", are subject to the special use review process and standards and requirements contained in Article 7.808 (D) (1) and (3) and the enforcement_provisions-of Article 12. / I. Review Process A. Outline of Process. The Minor Temporary Housing Facility(ies) Review process shall consist of the following procedures as more fully defined in Section 4-108 of Article IV: 1. Application 2. Determination of Completeness 3. Evaluation by the Director 4. Decision by Director B. Review Process. 1 Minor Permit and Area Wide Development Plan (AWDP): Each Minor Facility application shall be reviewed by the Director and an administrative determination made, in accordance with the process and timeframes outlined below. The Applicant, however, may choose to apply for an AWDP consisting of multiple Minor Facilities to be developed within an identified amount of time, using an accelerated administrative process, following approval of an AWDP, leading to multiple Minor Permits. Approval of an AWDP, 2. However, does not guarantee approval of each Minor Permit. Administrative review is required for permitting of each Minor Facility, in accordance with the process and timelines contained below. 3. Upon submittal of an application for a Minor Permit or for approval of an AWDP to the Department, a technical compliance check shall be completed and notice of compliance or non-compliance sent to the Applicant by the Director within fourteen (14) calendar days of submittal. Once an application for a Minor Permit or AWDP is deemed technically compliant by the Director, the Director shall issue a determination of approval, approval with conditions or denial within fourteen (14) calendar days following the date of technical compliance determination. Unless otherwise provided herein, the expiration of any time limitation imposed upon the Board of County Commissioners, the Planning Commission, or any other County representative, shall be interpreted as having consequence only in entitling an interested party to request judicial relief in the nature of mandamus. The expiration of any such time limitation shall not, in and of itself, be considered as approval or denial of any application, plan or plat under consideration. 4. If the Director finds in reviewing an application that the application meets the standards set forth in this Unified Land Use Resolution of 2008, the Director shall approve the application for a Minor Permit and issue the Minor Permit to the Owner of the subject lot or approve the application for approval of an AWDP. 5. If the Director finds that the application does not meet an applicable standard or standards, the application may be approved with appropriate reasonable conditions imposed to avoid or minimize the significant adverse impacts of the Minor Facility(ies). Such conditions may include, but are not necessarily limited to, the relocation or modification of proposed access roads, facilities (including water and sewer facilities), or structures; landscaping, buffering, or screening; or any other measures necessary to mitigate any significant impact on surrounding properties and infrastructure. 6. If the Director finds that the application does not meet an applicable standard or standards and that the non-compliance cannot be mitigated through a condition(s) of approval, the Director shall deny the Minor Permit or application for approval of an AWDP. II. REQUIRED CHECKLIST FOR ALL MINOR TEMPORARY HOUSING APPLICATIONS The following section contains the checklist to be completed by an applicant and applicable Fire District and County Sheriff's Office. Requirement Applicant (Mark if Submitted) Planning Department:; Materials Submitted and Adequate Completed Application and Application Fee X Letter of Authorization or Similar per sa atNac4rant' 3 x SubmittaltRequir*Men ts for AWDP APpilicatl so: (Pdr Sections 4.501 ".(K) (4) } ., , - ` : T Site Plan (Per Section 4-502 (C)(3)) A master map/site plan in accordance with Section 4(H), below identifying the proposed location and anticipated layout for all Minor Facilities to be installed within the AWDP. Site specific, surveyed maps depicting the location of each Minor Facility, located within the Permitted Site within the subject lot, shall be submitted with each individual Minor Permit application and not with the application for approval of an AWDP. The master map/site plan shall include a list of the anticipated dates of installation and removal for each Minor Facility. The list shall also include the estimated total -cu mu tativellength-of iime-(numberrof-days)Jth-at-the- Minor Facilities are anticipated to be installed at the proposed location. Sign -offs from the Garfield County Sherriffs Office, relevant fire protection district(s), and Garfield County Building Department consistent with the requirements of this code. �/ �` A legible photo of the state or federal "certifying stamp" for each housing unit anticipated to be used within the AWDP and demonstration that each proposed unit meets current building code and Garfield County fire code requirements. X A general description of infrastructure and services listed in this code. The detail required at the time of application for a Minor Permit is not required at the time of application for approval of an AWDP. Proof that required public noticing has been performed in accordance with Section 2 above. x Requirement Applicant Planning-. Department``• (Mark if Submitted) Materials Submitted and Adequate Sutbmittal" Refqu�rE ntonts for IlM!nor Permit, including Minor Perjm {ytappltcatiott‘for whw an,AWDP =was prsv(ously appr ived fa(Sectiion .4=50.1 (K) ((5)) i s ' ., r Sign-offs: review from the Garfield County Sheriff's Office and relevant fire protection district(s). If an AWDP was previously approved in accordance with Section (3), above, the applicant for a Minor Permit need not resubmit the sign-offs. X Sign -off: review from the Garfield County Building Department ofthe state or federal "certifying stamp" for each housing unit proposed for use and demonstration that each proposed housing unit meets current building code and fire code requirements. If an AWDP has been previously approved which includes the Minor Facility presently being permitted, the Applicant shall identify the housing units which will be used at the Minor Facility from the list approved as a part of the AWDP. X General description of the water system planned for potable water, along with details regarding number and volume of potable water tanks, source of water, name of hauler, hauler's Colorado Department of Public Health and Environment (CDPHE) registration number and copy of hauler's CDPHE certification, frequency of delivery, and calculation of water demand and demonstration of adequate capacity. �( r A general description of the system planned for collection and storage of sewage and wastewater, along with details regarding number and volume of sewage and wastewater vaults, name of hauler, frequency of pickup, identification of sewage disposal site, calculation of sewage and wastewater treatment demand and demonstration of adequate storage and/or treatment capacity. A general description of the system planned for collection and disposal of refuse, along with details regarding refuse collection, including number, type and volume of containers; name of hauler; frequency of collection; and identification of refuse disposal site. A list of adjacent surface owners within 200 feet of the Subject Lot or 200 feet from the Permitted Site if the Permitted Site is within the Resource Land Zone District and within the Resource Land Plateau Sub-District, as identified in the Garfield County Assessor's records, and a list of separated mineral estate owners in the subject lot or the Permitted Site if the Permitted Site is within the Resource Land Zone District and within the Resource Land Plateau Sub-District, as identified in the Garfield County Clerk and Recorders records. Requirement Applicant (Mark if Submitted) Planning -Department Materials Submitted and Adequate A list of the final dates of installation and removal of the Minor Facility and a representation of the total cumulative length of time (number of days) that the Minor Facility will be installed at the proposed location. X Unless previously demonstrated as apart of an approved AWDP, submit proof that required public noticing has been performed in accordance with Section 4-501 (K) (2). X Site Plan in conformance with Section 4-502(C)(3). X The name, title, address, phone number and email address of the Operator's employee or other authorized representative who is in charge of ensuring that the Minor Facility is in compliance with the standards outlined in Section VII. X A form, provided by the Department and signed by the Operator's Compliance Officer, indicating that the Minor Facility will be installed in accordance with all applicable Garfield County, relevant fire district, state and federal regulations. V /� A form, provided by the Department and signed by the Operator's Compliance Officer, indicating that the Operator submits to the enforcement provisions identified within this code. ` , �( A copy of the permit from the state or federal agency, regulatin• the Permitted Site, identif in. the location, conditions of approval, time period for which the permit is valid and the parameters for reclamation and revegetation of the Minor Facility once the state or federal permit for the Permitted Site has expired or is otherwise terminated. �/ /` Demonstration of ownership of subject lot in accordance with this code. (i.e. deed, title commitment). %( III. REQUIRED CHECKLIST FOR FIRE PROTECTION DISTRICT Documents to be Received & Reviewed by District - (Referral Agencies May Require Further Information in Addition to the Documents and Materials Identified Below.) Representative of District (Documents Received are of Adequate Quality and Quantity) Application The Referral Agency shall receive a full and complete copy of the application including all updates and additions. Site Plan Site Plan as required by Section 4-502(C) Documents to be Received & Reviewed by District (CONT.) (Referral Agencies May Require Further Information in Addition to the Documents and Materials Identified Below.) Representative of District (Documents Received are of Adequate Quality and Quantity) Fire Suppression A water storage tank shall be required to provide water to the sprinkler system and initial suppression activities. The size of the water tank shall be determined based on sprinkler calculations and initial suppression demands. The size of the water storage tank shall be determined by the relevant fire protection district. If the Minor Facility is located outside the boundaries of a fire protection district, than Each Minor Facility shall have at least one (1) water storage tank with a minimum of 2500 gallons of stored water for initial fire suppression, operation of sprinkler systems (if applicable) and wild land fire protection. Emergency Fire Notification Systems Factory built nonresidential structures or recreational vehicle units equipped by the manufacturer with a fire sprinkler system, fire detection system, and/or alarm system shall be inspected, tested, and maintained in accordance with 2003 IFC §901.4 and §901.6 and as required by the relevant fire protection district(s). Smoke alarms and manual fire alarm systems shall be installed, inspected and maintained in all other factory built nonresidential structures or recreational vehicle units in accordance with 2003 International Fire Code (IFC) §907.2.9 and §907.2.10 and the requirements of the relevant fire protection districts. One (1) or more approved fire extinguisher(s) of a type suitable for flammable liquids, combustible materials and electrical fires (Class ABC-), or dry chemical—shall—be—located—in—each factory built nonresidential structure or recreational vehicle unit and placed in accordance with applicable codes. As an authorized representative of the affected Fire Protection District (District), I verify that the District has received adequate submittals (written and graphic) for this District to carry out its services. It is understood that the District is not obligated to sign -off on this form if further information, either in terms of quality or quantity, is necessary to carry out the District's purpose and mission. Fire Protection District Signature Date Name (Please Print) Title IV.REQUIRED CHECKLIST FOR GARFIELD COUNTY SHERIFF'S OFFICE Documents to be Received & Reviewed by County Sheriff (Referral Agencies May Require Further Information in Addition to the Documents and Materials Identified Below.) Representative of Sheriff (Documents Received are of Adequate Quality and Quantity) Application The Referral Agency shall receive a full and complete copy of the application including all updates and additions. Site Plan Site Plan as required by Section 4-502(C) A vicinity map indicating the section, township, and range of the subject lot and the location of Minor Facility within the subject lot and the Permitted Site; general relation to surrounding public roads,. private roads, adjacent utility systems, residential development, other actively permitted Minor and Major Facilities, natural drainage courses and municipalities within one (1) mile of the proposed Minor Facility; north arrow and scale; GPS coordinates and current surface ownership of the subject lot. The vicinity map shall be presented on a USGS 7.5 minute series quadrangle at a scale of 1"=2000' or equivalent, with a topography depicted at a minimum of 40' intervals. Surveyed layout of the proposed Minor Facility within the surveyed boundaries of the Permitted Site, including at a minimum: housing structures, sewage and wastewater disposal, trash receptacles, potable water storage, all other associated infrastructure and all other equipment located within the Permitted Site. Identification of the private and public roadways accessing each Minor Facility. Roadways shall be marked as open, gated, and/or locked -(includecombinations-)—Detailed directions -with mileage—shall be given from the nearest town within Garfield County, nearest Garfield County Sheriff's Office dispatch location and responsible fire district headquarters to each Minor Facility, along each roadway. Name, address and phone number of surface owner of the subject lot or the Permitted Site if the Permitted Site is within the Resource Land Zone District and within the Resource Land Plateau Sub -District. Name, address and phone number, including a 24-hour emergency response number of at least two persons responsible for Operator's emergency field operations; contact numbers for local hospitals, emergency response, fire protection districts, Garfield County Sheriff's Office, Life/Care Flight, and applicable regulatory agencies; site safety/evacuation plan; and any other written response plan for potential emergencies at the Permitted Site. Identification of the final dates of installation and removal of the Minor Facility. The site plan shall include a notation of the total cumulative length of time (number of days) that the Minor Facility will be installed at the Permitted Site. Documents to be Received & Reviewed by County Sheriff (Referral Agencies May Require Further Information in Addition to the Documents and Materials Identified Below.) Representative of Sheriff (Documents Received are of Adequate Quality and Quantity) Emergency Notification Please Note: All emergency situations requiring action by any government agency or district shall be documented in writing and presented to the Planning Department and Garfield County Sheriff's Office within 24 hours of the occurrence. Failure to report such emergency situations shall be deemed a violation per the Unified Land Use Resolution of 2008. As an authorized representative of the Garfield County Sheriffs Office (S.O.), I verify that the S.O. has received adequate submittals (written and graphic) to carry out emergency response in regards to the aforementioned Minor Temporary Employee Housing Facility. It is understood that the S.O. is not obligated to sign -off on this form if further information, either in terms of quality or quantity, is necessary to carry out the S.O.'s purpose and mission. Garfield County Sheriff's Office Signature Date Name (Please Print) Title V. Performance Standards and Enforcement Sign -Off (Operator's Compliance Officer) Theapplicantshall —adhere —to—the following=Minor Temporary—Employee—Housing-Facility Standards required in Section 7-808(D)(2) of Article VII: Minor Temporary Employee Housing Facilities, in the nature of Factory Built Nonresidential Structures [as defined under C.R.S. 24-32-3302(a)] and/or recreational vehicles [as defined under C.R.S. 42-1-102 (61), with the addition that such truck, truck tractor, motor home or camper trailer is being used for temporary living quarters and not recreational purposes], may be granted land use approval for projects related to commercial, industrial and mineral extraction operations by the Building and Planning Department Director (Director), through the Minor Permit process. Such housing shall be of a temporary nature, and at the expiration or other termination of the Minor Permit, all structures, foundations and associated infrastructure shall be completely removed. Such facilities are subject to all applicable requirements of Garfield County building and fire codes (building code, fire code), state and federal permits and relevant fire protection district(s) fire code requirements. Minor Permits shall have all of the following basic characteristics: A. Minor Facilities must comply with all applicable federal, state and local laws and regulations. B. Operator must keep and maintain appropriate records, to be provided to the County or any interested third party upon request, to demonstrate that potable water supplied and sewage and wastewater meet the representations contained within the application, as required . C. In no case shall unsafe water be used for drinking nor shall raw sewage or contaminated water be discharged on the ground surface. The operator shall conduct monthly tests (or quarterly if an on-site disinfection system is installed) and maintain records of stored potable water samples specific for coli form bacteria. Any tests indicating coli form contamination must be disclosed to the Garfield County Board of Health or designee within 72 hours from the time the contaminated water was tested. D. Minor Facilities shall be maintained in a clean, safe and sanitary condition, free of weeds and refuse. Any hazardous or noxious materials that must be stored at the Minor Facility for operational or security reasons must be managed in accordance with all applicable federal, state and local laws and regulations. E. At least one thirty (30) gallon (4 cubic feet) wildlife -proof refuse container shall be provided for each factory built nonresidential structure or recreational vehicle unit. Said container(s) must be durable, washable, non-absorbent metal or plastic with tight- fitting lids. F. Refuse shall be disposed of weekly, at a minimum. Operators must keep appropriate records, to be provided to the County or any interested third party upon request, to demonstrate that refuse is collected in a timely fashion and disposed of at a licensed facility. G. Outdoor food storage is prohibited unless facilities that prevent the attraction of animals to the Minor Facility are provided. H. Factory built nonresidential structures or recreational vehicle units equipped by the manufacturer with a fire sprinkler system, fire detection system, and/or alarm system shaIFbe-inspected; tested; and=maintained=in-accordance=with 2003-1F=C=§901-.-4-and §901.6 and as required by the relevant fire protection district(s). Smoke alarms and manual fire alarm systems shall be installed, inspected and maintained in all other factory built nonresidential structures or recreational vehicle units in accordance with 2003 International Fire Code (IFC) §907.2.9 and §907.2.10 and the requirements of the relevant fire protection districts. I. Single -station carbon monoxide alarms shall be placed in each factory built nonresidential structure or recreational vehicle unit. J. One (1) or more approved fire extinguisher(s) of a type suitable for flammable liquids, combustible materials and electrical fires (Class ABC), or dry chemical, shall be located in each factory built nonresidential structure or recreational vehicle unit and placed in accordance with applicable codes. K. Inhabitants of the Minor Facility shall be Applicant's employees and/or subcontractors, working on the related commercial, industrial or mineral extraction operation, and not dependents of employees, guests or other family members. L. Within 10 days following the expiration or other termination of the Minor Permit or represented date of removal identified within the Minor Permit, all housing structures, foundations and associated infrastructure shall be completely removed. The Operator shall provide the Department with photos, dated and signed by the Operator's Compliance Officer, indicating that all housing structures, foundations and associated infrastructure has been removed within the specified timeframe. M. No domestic animals are allowed at a Minor Facility. N. A water storage tank shall be required to provide water to the sprinkler system and initial suppression activities. The size of the water tank shall be determined based on sprinkler calculations and initial suppression demands. The size of the water storage tank shall be determined by the relevant fire protection district. If the Minor Facility is located outside the boundaries of a fire protection district, than Each Minor Facility shall have at least one (1) water storage tank with a minimum of 2500 gallons of stored water for initial fire suppression, operation of sprinkler systems (if applicable) and wild land fire protection. O. All emergency situations requiring action by any government agency or fire protection district shall be documented in writing and presented to the Planning Department and Garfield County Sheriff's Office within 24 hours of the occurrence. P. All required Access Permits shall be obtained from the Garfield County Road and Bridge Department or the Colorado Department of Transportation. Q. The Garfield County Sheriff's Office and relevant fire protection district(s) must be notified at least 24 hours prior to installation and removal of each Minor Facility. The Department shall be copied on all such notification, whether hard copy or electronic. R. The Operator shall maintain records identifying workers, whether employees or sub- contractors, and documenting the dates that each worker is housed at the Minor Facility. Such records shall be provided to the County or any additional third party upon request. S. Wastewater Disposal: 1) Vault System: All vault systems shall be designed and installed to accommodate the maximum number of persons, identified within the Minor Permit application, who will inhabit the Minor Facility. In addition, all vault systems shall be equipped with an overflow alarm device. Vault systems shall be designed to accommodate a minimum of 75 gallons of wastewater per person per day. If a vault system is proposed or has been approved, the Applicant/Operator must: a) Demonstrate that year-round vehicular access is available and maintained for safe and regular access for sewage hauling vehicles. b) Provide a copy of the contract for hauling sewage. c) Maintain all sewage disposal records including but not limited to trip logs/reports and landfill receipts as public records, available to the County and/or any other interested third party upon request. d) If the total waste production from a facility will be 2000 gallons per day or greater based on a production of 75 gallons of wastewater generation per person per day, then the facility shall be serviced by an ISDS. Hauled sewage and wastewater service shall not be permitted for any facility which will generate a total of 2000 gallons of wastewater and sewage per day. 2) Individual Sewage Disposal System (ISDS): If an ISDS is proposed or has been approved, then it shall be designed, installed and operated to accommodate the maximum number of persons who will inhabit the Minor Facility and shall otherwise be operated in accordance with the Garfield County ISDS regulations as contained in BOCC Resolution Number 1994H-136. I have read and understand the above referenced sections of the Unified Land Use Resolution of 2008. In addition, I hereby certify that the aforementioned facility(les) will be installed in accordance with all applicable Garfield County, relevant fire district, state and federal regulations. Further, I understand that non-compliance with any of the provisions as outlined in the Unified Land Use Resolution of 2008 shall be enforced in accordance with Section 12 and any additional enforcement provisions within this code. Name of Operator's Compliance Officer (Please Print) CHEZ.$ T.rz.,E� r N Signature C1A6S Fru 0 4 . 414 Date qv -U.(4 Title ErV;(04 4 o,) Mctincl e( Email Address ctiftAry .Co Address 1C;MC1 ge'octitwAl/45700 0eAv.r 60, T616L Phone Number so -q44—, -(q116 GARFIELD COUNTY BUILDING AND PLANNING DEPARTMENT FEE SCHEDULE Garfield County, pursuant to Board of County Commissioners ("Board") Resolution No. 98-09, has established a fee structure ("Base Fee") for the processing of each type of subdivision and land use applications. The Base Fee is an estimate of the average number of hours of staff time devoted to an application, multiplied by an hourly rate for the personnel involved. The Board recognized that the subdivision and land use application processing time will vary and that an applicant should pay for the total cost of the review which may require additional billing. Hourly rates based on the hourly salary, and fringe benefits costs of the respective positions combined with an hourly overhead cost for the office will be used to establish the actual cost of County staff time devoted to the review of a particular project. Actual staff time spent will be charged against the Base Fee. After the Base Fee has been expended, the applicant will be billed based on actual staff hours accrued. Any billing shall be paid in full prior to final consideration of any land use permit, zoning amendment or subdivision plan. If an applicant has previously failed to pay application fees as required, no new or additional applications will be accepted for processing until the outstanding fees are paid. Checks, including=the appropriate Base Fee set forth below,_mustbesubmitted with each land use application, and made payable to the Garfield County Treasurer. Applications will not be accepted without the required application fee. Base Fees a non-refundable in full, unless a written request for withdraw from the applicant is submitted prior the initial review of the application materials. Applications must include a Payment Agreement Form ("Agreement") set forth below. The Agreement establishes the applicant as being responsible for payment of all costs associated with processing the application. The Agreement must be signed by the party responsible for payment and submitted with the application in order for it to be accepted. The following Base Fees shall be received by the County at the time of submittal of any procedural application to which such fees relate. Such Base Fees shall be in addition to and exclusive of any cost for publication or cost of consulting service determined necessary by the Board for the consideration of any application or additional County staff time or expense not covered by the Base Fee, which have not otherwise been paid by the applicant to the County prior to final action upon the application tendered to the County. GARFIELD COUNTY BUILDING AND PLANNING DEPARTMENT BASE FEES TYPE OF LAND USE ACTION Vacating Public Roads & Rights -of -Way Sketch Pian Preliminary Plan / Conservation Subdivision Preliminary Plan Amendment Final Plat Final Plat Amendment / Correction Plat Combined Preliminary Plan and Final Plat Minor Exemption / Amendment Major Exemption / Amendment Rural Land Development Option Exemption / Amendment General Administrative Permit Floodplain Development Permit Pipeline Development Plan / Amendment Small Temporary Employee Housing Minor Temporary Employee Housing Limited 1mpact Review / Amendment Major Impact Review / Amendment Rezoning. Text Amendment Rezoning: Zone District Amendment Planned Unit Development (PUD) / Amendment Comprehensive Plan Amendment Variance Interpretation Takings Determination Planning Staff Hourly Rate ■ Planning Director • Senior Planner • Planning Technician • Secretary County Surveyor Review Fee (includes review of Amended Plats, Final Plats, Exemption Plats) Mylar Recording Fee Page 2 BASE FEE $400 $325 $675 + application agency review fees and outside consultant review fees, as authorized pursuant to the Regulations, such as the Colorado Geologic Survey $325 $200 $100 $1,075 $300 / $300 $400 / $300 $400 / $300 $250 $400 $400 / $300 $50 $250 $400 / $300 $525 / $400 1300 $450 $500 / $300 $450 $250 $250 NO FEE $50.50 $40.50 $33.75 $30.00 Determined by Surveyor$ $11 —1St page $10 each additional page The following guidelines shall be used for the administration of the fee structure set forth above: 1. All applications shall be submitted with a signed Agreement for Payment form set forth below. 2. County staff shall keep accurate record of actual time required for the processing of each land use application, zoning amendment, or subdivision application. Any additional billing will occur commensurate with the additional costs incurred by the County as a result of having to take more time that that covered by the base fee. 3. Any billings shall be paid prior to final consideration of any land use permit, zoning amendment, or subdivision plan. All additional costs shall be paid to the execution of the written resolution confirming action on the application. 4. Final Plats, Amended or Corrected Plats, Exemption Plats or Permits will not be recorded or issued until all fees have been paid. 5. In the event that the Board determines that special expertise is needed to assist them in the review of a land use permit, zoning amendment, or subdivision application, such costs will be borne by the applicant and paid prior to the final consideration of the application. All additional costs shall be paid prior to the execution of the written resolution confirming action on the application. 6. If an application involves multiple reviews, the Applicant shall be charged the highest Base Fee listed above. 7. Types of "Procedures" not listed in the above chart will be charged at an hourly rate based th-e—pertinentllanning staff rateli-sted above. 8. The Planning Director shall establish appropriate guidelines for the collection of Additional Billings as required. Page 3 GARFIELD COUNTY BUILDING AND PLANNING DEPARTMENT PAYMENT AGREEMENT FORM (Shall be submitted with application) GARFIELD COUNTY (hereinafter COUNTY) and itiY-1 (Oro /eUw►C�IYPafy Property Owner (hereinafter OWNER) agree as follows: aa OWNER has submitted to COUNTY an application for �1�+Crad;`'1 S71M"�Ut- f.UM + rt' Ttune6rar\/ f{ 00071 (hereinafter, THE PROJECT). 2. OWNER understands and agrees that Garfield County Resolution No. 98-09, as amended, establishes a fee schedule for each type of subdivision or land use review applications, and the guidelines for the administration of the fee structure. 3. OWNER and COUNTY agree that because of the size, nature or scope of the proposed project, it is not possible at this time to ascertain the full extent of the costs involved in processing the application. OWNER agrees to make payment of the Base Fee, established for the PROJECT, and to thereafter permit additional costs to be billed to OWNER. OWNER agrees to make additional payments upon notification by the COUNTY when they are necessary as costs are incurred. 4. The Base Fee shall be in addition to and exclusive of any cost for publication or cost of consulting service determined necessary by the Board of County Commissioners for the consideration of an application or additional COUNTY staff time or expense not covered by the Base Fee. If actual recorded costs exceed the initial Base Fee, OWNER shall pay additional billings to COUNTY to reimburse the COUNTY for the processing of the PROJECT mentioned above. OWNER acknowledges that all billing shall be paid prior to the final consideration by the COUNTY of any land use permit, zoning amendment, or subdivision plan. PROPERTY OWNER (OR AUTHORIZED REPRESENTATIVE) fgnaturef' C(r S fMG1 V1. Print Name Mailing Address: 1,112Voq Date �� /62.l-raiiH Co/nfa %y q4'1, (rup,ray, J43yt1 d D-01' 1, (o gb2.02 Page 4 JB - 914579 SUPERIOR PRESS • 888-590-7998 THIS WARNING BAR MUST HAVE A GRAY BACKGROUND WHICH FADES TEMPORARILY WHEN WARMED BY TOUCH OR FRICTION. ADDITIONAL SECURITY FEATURES ARE LISTED ON THE BACK. PAY TO THE ORDER OF BERRY PETROLEUM COMPANY 5201 TRUXTIN AVE., STE. 300 BAKERSFIELD, CA 93309 DATE L J Ls�(�C i141X s 'jf'l WELLS FARGO BANK, N.A. 1 MEMO 000 L69 Di° L 2 L000 248': 40 200 186??Hi 250 'v DOLLARS clad th64,P APPLICATION FOR MINOR ADMINISTRATIVE PERMIT GARFIELD COUNTY, COLORADO F-01 & 0-32 PADS TEMPORARY HOUSING FOR NATURAL GAS WORKERS PICEANCE BASIN NATURAL GAS OPERATIONS BERRY PETROLEUM COMPANY SUBMITTED BY BERRY PETROLEUM COMPANY November 2009 APPLICATION FOR MINOR ADMINISTRATIVE PERMIT: TEMPORARY HOUSING FOR NATURAL GAS WORKERS TABLE OF CONTENTS 1.0 DESCRIPTION AND SPECIFICATIONS FOR THE PROPOSED TEMPORARY HOUSING FACILITY 1.1 Introduction 1.2 Project Location 1.3 Site Plan Description 1.4 Hours of Operation 1.5 Site Access and Anticipated Vehicle Traffic 1.6 Emergency Response 2.0 WATER USE AND WASTEWATER DISPOSAL 3.0 SITE PLANS 4.0 VICINITY MAP 5.0 GARFIELD COUNTY ASSESSOR'S MAPS 5.1 Mitigation of Impacts to Adjacent Landowners and Other Land Uses 6.0 DEED AND LEGAL DESCRIPTION OF PROPERTY 7.0 PERFORMANCE STANDARDS FIGURES REGIONAL MAP VACINITY MAP SITE PLANS EMERGENCY RESPONSE MAP ATTACHMENTS Attachment 1 Letters from Potable Water and Wastewater Service Providers Attachment 2 Garfield County Assessor's Parcel & Adjacent Landowners Maps Attachment 3 Deed to Subject Property, Assignment of Mineral Leases Attachment 4 COGCC-Approved APDs for F-01 & 0-32 Well Pads ii APPLICATION FOR MINOR ADMINISTRATIVE PERMIT: TEMPORARY EMPLOYEE HOUSING FOR NATURAL GAS WORKERS 1.0 DESCRIPTION AND SPECIFICATIONS FOR THE PROPOSED TEMPORARY EMPLOYEE HOUSING QUARTERS 1.1 Introduction This Application for a Minor Temporary Employee Housing Administrative Permit is being submitted by Berry Petroleum Company (Berry) in support of its Piceance Basin natural gas operations, located near upper Parachute Canyon (Figure 1). In brief, Berry Petroleum proposes to install temporary employee housing quarters, which would accommodate drilling personnel working on Berry's operations. Temporary housing quarters would generally consist of seven individual mobile home buildings including a centralized dining trailer/galley that would serve hot meals. Each temporary housing quarters would accommodate up to a maximum of 24 individuals, including the Company site manager, tool pusher, geologic/drilling technicians, rig crew, construction/maintenance workers, and cooks. Presently, employees work 12 hour shifts for 7 successive days, after which the crews rotate and workers are off for 7 days. The proposed temporary housing quarters would house working crews during their 7 -day work weeks, thereby substantially reducing daily vehicle trips up and down the mountain. One-way travel times between the Town of Parachute and Berry's working locations are as great as two hours. The proposed temporary employee housing quarters would provide tired staff a safe alternative to driving down the mountain to housing in Parachute, Rifle, DeBeque, or elsewhere after their 12 hour work days/nights are complete. At the end of each 7 - day work week, crews would rotate. 1.2 Project Location Berry's proposed project location is on top of the plateau on the west side of Parachute Canyon in the southeast quarter of the northwest quarter of Section 1, Township 6 South, Range 97 West & in the southwest quarter of the southeast quarter of Section 32, Township 6 South, Range 96 West of the 6th Principal Meridian in Garfield County, Colorado. Figure 2 provides a vicinity map showing the location of the proposed temporary employee housing quarters, and the roads to be used for access. The proposed temporary housing quarters would be located entirely on existing COGCC- permitted well pads for less than a cumulative 365 days. The housing quarters would be temporary and would relocate when the Patterson drilling rig is moved elsewhere on Berry's acreage block. The goal is to provide temporary housing quarters close to Berry's active working area/drilling rigs to minimize commuting distances and traffic on local roads. 1 1.3 Site Plan Description Berry is proposing to install temporary employee housing quarters and any associated infrastructure on COGCC-permitted Berry F-01 & 0-32 well pads on lands owned by Berry Petroleum Company. The proposed temporary housing quarters would each consist of a group of seven mobile home buildings (Photo 1) provided by Outpost Office Inc.. In total, the temporary employee housing quarters would each feature up to 16 bedrooms and accommodate up to 24 individuals. In addition to bedrooms, each mobile home building would include a fully equipped bathroom, laundry machines, a kitchen, refrigerator, dining area, a couch, and a satellite television (Photo 2). One of the mobile home buildings would consist of a kitchen/dining facility where site workers would obtain hot meals (Photos 3 and 4). Figure 3 provides a site plan showing the proposed layout of the temporary housing quarters on the F-01 & 0-32 well pads. Electric power for the proposed temporary housing quarters would be provided by diesel -fueled electric generators. Potable water and bottled drinking water would be transported by truck, as described in Section 2.0. 1.4 Hours of Operation The proposed temporary housing quarters are scheduled to be in continuous operation 24 hours per day, every day, until drilling is moved to a location elsewhere on Berry's acreage block. 1.5 Site Access and Anticipated Vehicle Traffic Access to Berry's operations and the proposed temporary housing quarters will be via the Garden Gulch Road from County Road 215, northwest of Parachute. The road is not gated, but access is controlled by guard shacks at the top and bottom of the cliff road. From the top of the Garden Gulch Road, vehicles would proceed northwest along the Garden Gulch Extension Road located on private lands, to the F-01 & 0-32 well pad locations (Figure 2). Vehicle traffic associated with each of the proposed temporary housing quarters would include approximately 10 light pickup truck trips per day, as well as 6 large truck trips per week for delivery of potable water, removal of wastewater, and removal of trash. 1.6 Emergency Response In order to ensure a safe and timely response to emergency situations, Berry would provide the Garfield County Sheriff's Department, the local fire department, and emergency medical service providers with a detailed map showing the location of the proposed temporary housing quarters, detailed directions to it, and GPS coordinates to facilitate timely response. Since the temporary housing quarters would be located within an active field, roads will be well-maintained and snow plowed in the winter to facilitate vehicle access. Berry will also make best efforts to adequately sign access routes to the rig site/housing quarters at key road intersections. The proposed temporary employee housing sites would be equipped with a cellular phone (assuming there is service) or a satellite telephone to be used to contact emergency response services as needed. A list of emergency contact numbers will be posted at the temporary housing 2 quarters and all personnel occupying them will be informed as to use of the emergency contact list and the cellular/satellite telephone to summon emergency responders, should the need arise. Photo 1. Exterior of Mobile Home Housing Quarters. Photo 2. Common Living and Dining Area in Mobile Home with Television. 3 Photo 3. Kitchen in Dining Trailer. 3 N. Photo 4. Tables in Dining Trailer. Photo 5 Typical Approved Fire Extinguisher (Class ABC) In the case of medical emergencies, the type of action taken will depend on the severity of the medical emergency. Should a life threatening medical emergency arise, Berry or its contractors would summon St. Mary's Care Flight for helicopter response. Helicopter landing sites have been established in close proximity to the F-01 & 0-32 well pad temporary housing quarters/drill rig locations. The GPS locations of the landing sites will be provided to both the Garfield County Sheriffs Department and Care Flight. Emergency contact numbers are located at the end of this document. In the case of injuries or medical problems that are not life threatening, the injured worker would either be transported down the mountain in a company/contractor vehicle to the nearest medical center for treatment or transported by ambulance summoned to the site, depending on the circumstances. A well-equipped first aid kit would be located in the dining trailer. The proposed temporary housing quarters would be equipped with smoke and heat detecting fire alarms to alert the occupants of a fire. All occupants would be informed as to escape routes and fire extinguisher locations. All of the mobile home units would be equipped with fire extinguishers capable of fighting A, B, and C-type fires. Fire extinguishers would be mounted on the walls or in easily visible locations. The stove and deep fryer in the dining trailer kitchen would also be equipped with an overhead dry -chemical extinguisher system (Halon/Ansul). Since the proposed temporary housing quarters would be placed on COGCC-permitted well pads that are clear of vegetation, the risk of wildfires would be minimal. Smoking would only be permitted in designated areas adjacent to the housing quarters. Open fires would not be permitted. Only gas grills would be used outdoors. 5 2.0 WATER USE AND WASTEWATER DISPOSAL Potable water would be delivered by truck to each of the proposed temporary employee housing quarters by a licensed contractor (Flatirons Water Services), as needed for washing and toilet consumption. Potable water would be obtained from the City of Rifle (purchased by Flatirons Water Services), which is certified as potable to meet Colorado Department of Public Health and Environment regulations for public water supplies. Based on Colorado law, the potable water supply for the proposed temporary employee housing quarters is not subject to Colorado Primary Drinking Water regulations (5 CCR 1003-1-1.2). Potable water for the site would be stored in four (4) 3,000 gallons potable water tanks, which would be weather-proof and insulated to prevent freezing. The water would then be piped from these tanks to the internal plumbing systems of the individual mobile home units. Each 3,000 gallon tank would serve one or two individual mobile home units. Potable water would be pressurized by a pump that will deliver water at a pressure of 50 to 60 pounds per square inch to all fixtures in the housing quarters. Accurate records would be kept to demonstrate that the water supplied is from an approved source and monthly records of potable water samples tested for coli form bacteria would be available to the County upon request. The Garfield County Public Health Department would be notified immediately if tests yield coli form bacteria contamination results. Although it would be suitable for drinking, the potable water to be used at the proposed temporary housing quarters is generally intended for washing, laundry, and toilet flushes. Drinking water would be supplied by a vendor in 5 gallon bottles, and delivered as needed. Water deliveries would be via maintained county and well field access roads that will be kept open on a year-round basis. No on-site well water will be required for the project's duration. Wastewater would be temporarily stored in three (3) 4,000 gallon waste water holding tanks at each of the proposed employee housing quarters. These tanks would be heated to prevent freezing (Photo 5). Each wastewater holding tank would be equipped with overflow alarms that would be triggered when the tanks reach 80% of capacity. The tanks and piping would be made of proper materials, would be water tight, properly sealed or screened to prevent entry and exit of insects and other vermin. The holding tanks would be pumped by vacuum trucks (Down Valley Septic) two to three times per week to maintain ample storage capacity. Wastewater haul trips would typically remove up to 4,000 gallons from the two holding tanks. The wastewater would then be hauled and disposed of (as appropriate) at the Garfield County Landfill. Records of all wastewater haul trips will be maintained on-site to verify the waste was hauled by an approved service and receipts from the hauler will be kept on record. Letters from both the potable water supplier and the wastewater hauler certifying that they will provide service to the rigs associated with the F-01 & 0-32 temporary employee housing quarters are included with this application as Attachment 1. Although Garfield County has required the use of Individual Sewage Disposal Systems (ISDS) for wastewater treatment and disposal, Berry would like to request an exception from this requirement due to the short duration the proposed temporary housing quarters would be used at the proposed site. The proposed temporary employee housing quarters on the F-01 & 0-32 well pads would only be used for less than one year, then would be relocated elsewhere. Given this 6 short-term use, the installation of a septic system or other ISDS is not deemed practical at this time. 3.0 SITE PLAN Figure 3 provides a diagram showing where the temporary housing quarters would be located on the F-01 & 0-32 natural gas well pads. Berry's proposed temporary employee housing quarters would not be located within one mile of a state or county roadway. 4.0 VICINITY MAP Figure 2 depicts the location of Berry's operations in relation to nearby roadways on a USGS topographic map. The map also identifies the locations of Berry's proposed temporary employee housing quarters. As stated previously, the proposed temporary housing quarters would be installed on COGCC-permitted natural gas well pads, which are flat to very gently sloping. L396 POTABLE POTABLE WATER ONLY Photo 6. Sealed 4,000 Gallon Wastewater Tank in Heated Enclosure. 7 Photo 7. Bear -Proof Trash Dumpster with Steel Locking Doors. iJ NIS 6464011A nht ~cirri 431-m 6 ' STATE OF COLORADO DIVISION OF HOUSING THIS NOff Nt i4O{NTIAM OTRUCTUAR COMAS mi. TNf /WOO* {WL' NONARIWRNTIAt CO OTTOTOCTNTN RT1MOPR011 Of TNR $TOTR O• COI.tNCA00 MANUFACTURER C6RTW E4 TH6 FOLLOWING• 00000 b1MON LOGO NNW tool. ft WM OTTGN ..&_. iNtl ut - otTC*IMI *At Tots MOM. TIOOA IMt R/TthO C IW�T ATCO SEAL NUMBEF 295050 Photo 8 State of Colorado Housing Certification Stamp 8 MIS INSIGNIA Is TOE PROPERTY OF THE STATE OF COLORADO DIVISION OF wit MO*U$IOEMTIAL •ThdOTulll COMAS WITH TM! /ACTOR' OWLT IM I.IantMT1Al COOMPKICTION IITAMOMO$ OP INS NATO OP CO&OM400 MANUFACTURER CERTIFIES'fHE FOLLOWING: 04 #/AA Photo 9 State of Colorado Housing Certification Stamp THIS INSIGNIA IS 711E P IOPERTY CF THE STATE OF COLORADO :DIVISION QF HOUSING .11;5 N ON A ESIDENT14L STN UCIUIE COMUL IES WrTII THE FAC TOFIY U U ILT NONRESIDENTIAL CONSTRUCTION STAN DAROS OF 700 STATE OF COLORAMp. • UL4CTURERl41' M.rY. MUM y� FLAN OVA1.100. L_ ,iEMI U.".° mom OOT[ lulllimparmrwmC£RSIFICATION NO. FORA L LT - 4r. 21 5;31 MANUFACTURER CERTIFIES THE FOLLOWING: ROOF Desn'ito. LOAD WINO WEED FLOOR Logg.,.. FIRE RATING. EXTERIOR WALLS EIRE RATING FLOOR FIR% RAYING CEILING ATCO Sf'i•4.... ,,es AICD Structures (USA) Inc. 1190 0Md ilp0 bora 9®Al.1uu 75011 USi, 1.880.8157878 Photo 10 State of Colorado Housing Certification Stamp • . Art.-to/A THIS INSIGNIA IS THE PROPERTY OF THE STATE OF COLORADO 9w. DIVISION OF HOUSING THIS NONRESID EH I IAL STRUCTURE COMPL IES W%TH THE FACTORY BUILL NONRESIDENTIAL 'ONSTANDARDS THE STA TEIO MANUFACTOVALNY B •E•y E� OINIT'DT MEW LAE APPROVAL NO. ERNFICATIDN NO. FON. DATE BUILT MANUFACTURER CERTIFIES THE FOLLOWING: NAwcAL PPE DDE DESIGN LOAD 1iM1 v - ° E E RIFAL D.100.. OESIGH Lo W R L., ',PP PaTINO FIRE NTImo 'Loon FIRE RATmic cLIL ma rr Photo 11 State of Colorado Housing Certification Stamp rco ATM Str>Iums ni4e1 hip Rooks THIS INSIGNIA IS THE PROPERTY OF THE STATE OF COLORADO DIVISION OF HOUSING THIS NONRESIDENTIAL STRUCTURE COMPLIES WITH THE FACTORY BUILT NONRESIDENTIAL CONSTRUCTION STANDARDS OF THE STATE OF COLORADO NANUFACTURERISI' NAM4 PLAN APPROYA4R00. UNIT ID. DATE BUILT illEMENNINI CERTIFICATION NO. FENT 1504`0 MANUFACTURER CERTIFIES THE FOLLOWING: ROOF DESION LOAD BTBTBTEiNB1B1Bl PSF _ WINO SPEED MUM IAP" •-_.I . - I. i MECHANICAL FLOOR DESMN LOAD. =PEE - .i -II FIRE ;WINO EXTERIOR WALLS LIR PLUMPING FIRE RATING FLOOR ®- I. NR "!.r•: FIRE RATING CEIUNO =SEM HR BUILDING SEAL NJMBER F2- 295047 ELECTRICAL Photo 1 2 State of Colorado Housing Certification Stamp 4-1 vaao THIS INSIGNIA IS THE PROPERTY OF THE STATE OF COLORADO DIVISION OF HOUSING THIS NONRESIDENTIAL STRUCTURE COMPLIES WITH THE FACTORY BUILT NONRESIDENTIAL CONSI RUCTION STANDARDS OF THE STA,E OF COLORADO MnNUFACTURERl31 NWfl. ► IA M APPRODAV . i UNIT 'OF ly DATE BUILT F 2: CERTIFICATION NO FOND MANUFACTURER CERTIFIES THE FOLLOWING: Dur DESIGN LOAD MrMEC WEEDNPH. FLOOR RASKIN LOMA IMP FIRS WINO EXTERIOR WALLA NR ��ii ELECTRICAL RE Wow FLOOR H. �l MUNUINO FIRE RATIN BOUND 1111M1.11111NR;t�� RUILOINO ATCO .uctu1" es IRO Warn (USA) 'I moo—,figo A I.MISKM.1014 Photo 13 State of Colorado Housing Certification Stamp 5.0 GARFIELD COUNTY ASSESSOR'S MAPS Copies of the Garfield County Assessor's Parcel Maps for the Subject Property, showing Berry's natural gas acreage block (in yellow) and where the proposed temporary employee housing site would be located, are included with this application as Attachment 2. A list of adjacent property owners or those within 200 feet of the Subject Property is provided below in Table 1. The project site is specifically located on Assessor's Parcel Number 2135-321-00-009, which consists of a 1214.78 acre tract of land owned by Berry Petroleum Company. Table 1. Name of Owner Address Board of County Commissioners 109 8th Street, Suite 300 Glenwood Springs, CO 81602 Bureau of Land Management PO Box 1009 Glenwood Springs., CO 81602 Chevron Shale Oil Company Attn: Kevin Goldstein 11111 S. Wilcrest, Room N-1045 Houston, TX 77099 EnCana Oil & Gas (USA) Inc. Attn: Bob Weaver 370 17th Street, Suite 1700 Denver, CO 80202 11 Savage Ltd Partnership I Attn: John Savage PO Box 1926 Rifle, CO 81650-1926 Donna Koehler PO Box 300 DeBeque, CO 81630 Thomas F. Latham PO Box 36 DeBeque, CO 81630 Oxy USA Attn: Alan Schwartz PO Box 27570 Houston, TX 77227-7570 Dick Prather 2098 45-1/2 Rd DeBeque, CO 81630-9608 Marathon Oil Company 5555 San Felipe Houston, TX 77056 All mineral rights leased by Berry underlying the Subject Property are owned by Chevron. A copy of Berry's mineral lease agreement with Chevron is provided in Attachment 3. 5.1 Mitigation of Impacts to Adjacent Landowners and Other Land Uses The project site is located in a rural area used for livestock grazing and natural gas production. There are no occupied residences or sensitive land uses, such as schools, in close proximity to Berry's operations. The temporary housing quarters would be installed on private land owned by Berry. Since the temporary housing quarters would be located on existing natural gas well pad, no new surface disturbance would be generated as a result of its installation and no additional impacts to cattle grazing are anticipated. Since the proposed temporary housing quarters would reduce daily commuting activity, the risk of vehicle -livestock collisions would be decreased. Additional measures that would be taken to reduce impacts to adjacent landowners include: • No alcohol or illegal drugs would be tolerated at any time in this facility; • Guns and other weapons would be prohibited; • Open fires and smoking outside of designated areas would be prohibited to minimize the risk of wildfires; • Compliance with all posted speed limits on access roads would be required or speed will be limited to 25 mph on roads not posted; • No pets would be allowed in the temporary housing quarters; and • A bear -proof trash dumpster and good housekeeping practices would be implemented to prevent animal nuisance problems (Photo 6). 12 6.0 DEED AND LEGAL DESCRIPTION OF THE PROPERTY Berry Petroleum Company is proposing to install its temporary employee housing on lands owned by Berry. Included in Attachment 3 is a copy of the Deed for the subject property, and all other appropriate documentation. The underlying purpose of this project is to support Berry's drilling operations for natural gas on property owned by Berry. Chevron is the sole owner of minerals underlying the subject property. A copy of the assignment of Chevron's mineral leases to Berry is also included with this application in Attachment 3. The following is a legal description of the subject property: Legal Description: Township 5 Section 32: Section 33: Township 6 Section 1: South, Range 96 West, 6th P.M., Garfield County, Colorado NE1/4 NE1/4, NW1/4, N1/2 SW1/4, SE1/4 SW1/4, W1/2 NE1/4 SW1/4 South, Range 97 West, 6th P.M., Garfield County, Colorado Lots 10, 11 , 12, 15, 17, 18, 19, 22, 23, & 24 7.0 PERFORMANCE STANDARDS The following is a discussion of how the proposed facility would comply with relevant standards outlined in Article VII, Section 7-808(D)(2) of the Garfield County Unified Land Use Resolution of 2008. Section 7-808(D)(2) Minor Temporary Employee Housing Facility Standards: A. Given the shortage of affordable rental housing in Parachute and Rifle, and the remote location of Berry's operations, Berry is requesting a Minor Temporary Employee Housing Facility Permit for its natural gas workers. The proposed temporary housing quarters would comply with all applicable Garfield County building codes, state and federal permit requirements, fire protection district requirements, and fire code requirements. All facilities would be used solely for living quarters in support of Berry's operations and not for recreational purposes. When operations are completed, all housing structures and associated infrastructure would be removed and the lands restored. It is Berry Petroleum Company's intention to provide adequate utility and sanitation services to the proposed temporary housing quarters based on sound engineering practices and in compliance with applicable state and local laws and regulations. B. Accurate records would be kept to demonstrate that the water supplied is from an approved source and monthly records of potable water samples tested for coli form bacteria would be available to the County upon request. The Garfield County Public Health Department would be notified immediately if tests yield coli form bacteria contamination results. C. Under no circumstances would unsafe water be used for drinking. Potable water would be obtained from a sources certified to meet Colorado Department of Public Health and 13 Environment standards, as described above. Although it would be suitable for drinking, the potable water to be used at the proposed temporary housing quarters is generally intended for washing, laundry, and toilet flushes. Drinking water would be supplied by a vendor in 5 gallon bottles, and delivered as needed. Water deliveries would be via maintained county and well field access roads that will be kept open on a year-round basis. No on-site well water will be required for the project's duration. No raw sewage or used water would be discharged on the ground surface. D. All proposed temporary employee housing sites would be maintained in a clean, safe, and sanitary condition, free of weeds and refuse. Any hazardous or noxious materials stored on site would be managed in accordance with all applicable federal, state, and local laws and regulations. E/F. All trash and solid wastes generated at the proposed employee housing quarters would be stored in a centralized bear -proof dumpster, which would be made of steel and equipped with locking steel doors. Solid waste from this dumpster would be hauled offsite by a contract waste hauler (Down Valley Septic) to the Garfield County landfill. Refuse would be disposed of at least once per week and hauling records made available upon request. Dumpsters will be sized to adequately support the needs of the entire facility. G. Food storage would be limited to within the proposed temporary employee housing facilities. No outdoor food storage would be allowed. H/I/J. As discussed in Section 1.6, each mobile home unit (in the bedrooms) and the kitchen/dining trailer would be equipped with smoke and carbon monoxide alarms to alert occupants in the event of a fire. All Temporary Employee Housing Trailers are certified to meet the state's public safety requirements as shown in Photos 8-13. All temporary employee housing occupants would be informed as to escape routes and fire extinguisher locations. Each unit would be equipped with fire extinguishers capable of fighting A, B, and C-type fires. Fire extinguishers would be mounted on the walls or in easily visible locations. Residents would be informed as to the potential for wildfires and no open fires would be permitted at the proposed employee housing quarters. Smoking would only be permitted in designated areas near the units and away from brush and other native vegetation. K. Occupancy in the Temporary Employee Housing Quarters will be limited to employees and contractors of Berry Petroleum exclusively. L. Upon completion of on-site industrial and mineral extraction activity or permit expiration, the County will be notified within 10 days and provided dated and signed photos illustrating removal of all structures and infrastructure related to the housing quarters. The site will be restored to the satisfaction of the County Building and Planning Director. M. No animals will be allowed at the Temporary Housing Quarters. N. The water supply for each of Berry's proposed temporary employee housing quarters would consist of potable water to be delivered by a licensed contractor (Flatirons Water Services), as needed for washing and toilet consumption. Potable water would be obtained from the City of Rifle (purchased by Flatirons Water Services), and certified as potable to meet Colorado 14 Department of Public Health and Environment standards for public water supplies. Potable water would be stored in four (4) 3,000 gallons potable water tanks, which would be weather- proof and insulated to prevent freezing. The water would then be piped from these tanks to the internal plumbing systems of the individual mobile home units. Each 3,000 gallon tank would serve one or two individual mobile home units and has been sized to meet sprinkler and initial suppression demands. A minimum of 2,500 gallons of water will be stored on-site at all times. Potable water would be pressurized by a pump that will deliver water at a pressure of 50 to 60 pounds per square inch to all fixtures and fire suppression sprinklers in the housing quarters. O. Any emergency situations requiring action by a regulatory body will be documented and communicated to the county in writing within 24 hours. P. Access permits will only apply to County Road 215. All other travel is done on private roads. Contractors are responsible for obtaining such permits and are available upon request. Q. Upon approval of the proposed permit, the Sheriff's Office, fire protection district, and County would be notified within 24 hours of site development activity. Furthermore, Berry Petroleum Company would verify in writing, by site plan and through photo documentation that the sites, water systems, and sewage disposal systems were designed, installed, and inspected in accordance with the Special Use Permit and that it complies with all applicable regulations, permits, and conditions. R. Records identifying personnel and the dates they are housed in the facility will be maintained and available upon request. S. Wastewater Disposal: As described in Section 2.0, wastewater at each of the temporary housing quarters would be temporarily stored in three (3) 4,000 gallon waste water holding tanks at the proposed employee housing quarters. These tanks would be heated to prevent freezing. Each wastewater holding tank would be equipped with overflow alarms that would be triggered when the tanks reach 80% of capacity. The tanks and piping would be made of proper materials, would be water tight, properly sealed or screened to prevent entry and exit of insects and other vermin. The holding tanks would be pumped by vacuum trucks (Down Valley Septic) two to three times per week to maintain ample storage capacity. Wastewater haul trips would typically remove up to 4,000 gallons from the three holding tanks. The wastewater would then be hauled and disposed of (as appropriate) at the Garfield County Landfill. Records of all wastewater haul trips will be maintained on-site to verify the waste was hauled by an approved service and receipts from the hauler will be kept on record. The facility is not projected to produce in excess of 2,000 gallons of waste per day and access to the site will be maintained year-round for hauling and transportation. T. As the proposed temporary employee housing quarters would be located on existing active natural gas well pads, permitted by the COGCC, reclamation and revegetation measures for those well pads would be taken at the conclusion of operations in conformance with COGCC standards. 15 CONTACT INFORMATION Surface Owner: F-01 & 0-32 Well Pads (December 2009 -December 2010, approximately 365 days): BERRY PETROLEUM COMPANY Attn: Bryan Burns 1999 Broadway, Ste. 3700 Denver, CO 80202 Berry Petroleum Company 24 -Hour Emergency Response Contacts: KENNETH KUHN Production Superintendent Cellular: (970) 930-0128 Office: (970) 285-2200 BUD RICE Safety Specialist Cellular: (970) 309-4776 Office: (970) 285-2200 BERRY PETROLEUM FIELD OFFICE 73-B Sipprelle Dr. Parachute, CO 81635 (970) 285-2200 St. Mary's Hospital & Life/Care Flight 2635 North 7th Street Grand lunctiori, Colorado 81502 970 -244 -CARE (2273) 1-800-458-3888 Battlement Mesa Medical Center P.O. Box 912 Rifle, CO 81650 970.285.7046 Grand Valley Fire Protection District 1777 S. Battlement Pkwy Parachute, CO 81635 (970) 285-9119 Garfield County Building and Planning Dept. 108 8th St. Glenwood Springs, CO 81601 (970) 945-8212 16 Grand River Medical Center P.O. Box 912 Rifle, CO 81650 970.625.1510 Garfield County Sheriff's Office 107 8th St Glenwood Springs, CO 81601 (970) 945-0453 i'°�ri' f ' �•.�# r.�iy*J, . �, �' S r l(ps}^r.S' '�, - f•• • ..1 . -..'• ,�. , Vin.- : L�f ��.1 fr i T_�•�_ ',J'J W'•..�� •— i. _ y G r ' • �— ryti1� J i" fr •F215114 .;a yam.. • 't. Berry Petroleum Company FIGURE 2 Location of Proposed Temporary Employee Housing Gar#t.ld County, Colorado 11d2412OO9 r. 4 5Sr rt �� 4'.-1,.:. :.. 4N--.:. ice. . . if'' -1 , • BERRY PETROLEUM COMPANY TYPICAL RIG LAYOUT WELL PAD (BERRYF01) (oq 12-1t- 10) j4S ouetulA4We. &LIS 350' TOOL PUSHER O DRILLING OFFICE LEGEND OPotable Water Waste Water KITCHEN/ DINING O 200' RIG CREW 170' BOILER HOUSE FUEL TANK GENERATOR HOUSE TiH PUMP HOUSE 1 WATER TANK DOG HOUSE PIPE RACKS f 1 ii L RIG CREW O N 60' TRASH 90 90' 150' PROPOSEDACCESS ROAD Berry Petroleum Company Figure 3 Site Plan - Location of Temporary Housing Quarters on F01 Well Pad PROPOSEDACCESS ROAD BERRY PETROLEUM COMPANY TYPICAL RIG LAYOUT WELL PAD (LATHAM 032) -ZS -01 44VICKY6IN I2-28 -10) ' evotu 4iive cloms TRASH 11 60' I 6' RIG GREW O M RIG CREW I Is 1 PIPE RACKS 'Cry �I I 7/0 DOG HOUSE N1Lr DRILLING mir 150F7$4LOCR WATER TPN 150' GENERATOR HGUSE FUEL TASK CBOILER LEGEND OPotable Water Waste Water KITCHEN/ DINING O TECH um O TECH DRILLING OFFICE MI TOOL PUSHER Berry Petroleum Company Figure 3 Site Plan - Location of Temporary Housing Quarters on 032 Well Pad Berry 0-32 Well Pad Lat: 39.56757 Long: 108.18857 NAD 27 Berry 0-32 Well Pad Berry F-01 e Pad Lat: 39.55596 Long: 108.17071 AD 27 • • tf . ' - • - •••• • B rry Petroleum Company Well Pads 0-32 F-01 Emergency Response A cess Route Garfield County, Colorado 0 2 658 5 316 FEET Nov3mher 30, 2009 LF- ?.A11030/7909 1D7:57 PU teen-geopelrasrvIProjectsfICENCE aarlictd•V Yaris" OreriaysInceoroce SS 10-16-09.0 04/01/20Q8 TUE 16:Q5 FAX David Pesnichak, Senior Planner Garfield County Building and planning Department 108 8th Street, Suite 401 Glenwood Springs, CO 81001 ' Subject: Potable Water Service Affidavit for Temporary Employee /lousing for Berry Petroleum Company Z001/001 Berry Petroleum Company Ociwer. offt4e 95017th 8t1y Suite 2400 Denver, CO 80202 Ph. (303) 825.3344 Fuc: (303) 825-3350 www.bey com April 1, 2008 Dear Mr. Pesnichatc: Please accept this letter as certification that Flatirons Water Service provides potable water hauling services for,Beny Petroleurn Company. 1 certify that Flatirons Water Service will provide potable water hauling services to Berry Petroleum Company for their temporary employee housing an rigs Frontier 9, Frontier 10, Patterson 175, and SST 54. Water is purchased from the City of Rifle, certified as potable, and meets Colorado Department of Public Health and Environmentregulations for public water supplies (PWS1D #139156). Name "/-1-08- Date Tide If you have any questions or comments, please contact me at your earliest convenience at 303-825-3344 or via email at bob@bry.com. Sincerely, Ery tuns Environmental Specialist Rocky Mountain and Mid -Continent Regions lorry Petroleum Company TO 3DVd Corporate HeatLquarters i• 3201 Truxtun Ave., Ste, 300. Bakersfield, CA 93309.0640 661-616-3900 0D J[1310d13d J\d3a 05EESZ8E0E 5E:5t $00Z/t0/i'0 11/25/2009 WED 13115 FAX la001/003 STATE OF COL Bill Flitter, Jr., Gpvemor .—.... MDC) James B- Martiri, Executive Director Oedioeted to protecting and Improving the health and environment aP the people 01 Colorado 4300 Cheny Creek Dr. S. Laboratory Services Division Denver, Coioredt 8Q40-1530 6700 Lowry Blvd. Phone (303) 692-2000 Denver, Colorado 60230-6928 TOD Lute (303) 6917700 (303) 692-3090 Located in Glendale, Colorado httpJ/www.cdpho,ctate.ao.us Murch 27, 2007 Charlotte Squires, Owner Flat Iron Water, C00223278 1403 Arabian Ave Rifle CO 81650 Colorado Department of Public Health and Environment RE: Requirements for Water Hauler, Non -Transient, Non -Community Public Water System, Garfield County Dear Ms. Squires: Information supplied to this office indicates Flat Iron Water obtains water from the City of Rifle, Town of Meeker and the Town of Castle Rock and delivers it to businesses throughout the year, for drinking water purposes, Based on that information, Flat Iron Water is being classified as a non -transient non -community water system. The Colorado Primary Drinking Water Regulations (CPDWR) define a non -transient, non -community water system as one ".. .-tb tianot..s commenty water system and that regn r1y_se ►es_atieast 25 of the -same persons -over -six -months per year) (schools, work places, hospitals, etc.)." This system is, therefore, subject to the laws set forth by the above regulations. Also, please refer to the enclosed "DRINKING WATER POLICY (Policy # DWT -8) MONITORING RLCEMENTS FOR WATER HAULERS". The water system must collect and have analyzed at Least one total coliform sample each month, from each water tank/truck used to haul water during that month. Your first sample should be collected in April 2007. A laboratory certified by the Department must analyze all samples. A current list of certified laboratories is available by interact at the following web address: http://www.cdphe.state,co.ushr/Certifi oati ora/SD V/LIST,p f The Public Water System ID Number (PWSID#) assigned to Flatiron Water is CO0223278. Please use this number when submitting sample results and correspondence to this office. Section 100.21.1 of Regulation 100 stipulates that no owner of a water or wastewater facility shall allow the facility to be operated without the direct supervision of a certified operator in responsible charge. Please contact our operator certification program manager, Betsy Beaver, at 303-692-3503 should you have any questions regarding the requirements of a certified operator. 11/25/2009 Ain 13:15 FAX Q002/003 STATE OF COLORADO BM Ritter, Jr„ Governor James B. Martin, Executive Director Dedicated to protecting and improving the health and environment of the people o1 Colorado 4300 Cherry Creek Dr. S. Denver, Colorado 00246-153(7 Phone (303) 692.2000 TDD lane (303) 681.7700 Located in Glendale, Coloredo hltp:l/www.cdphe.state.co, us April 3, 2008 Kirk and Charlotte Squires Flatiron Water 1403 Arabian Avenue; Rifle, Colorado 81650 Laboratory Services Division 8100 Lowry Blvd. Denver, Colorado 80230-6920 (303) 602-3090 Colorado► Department of Public Health and Env iran mem PWSID #: CO -0223278 Garfield County Certified Mail: # 7007 0220 0001 0159 9933 Re: Expiration of Compliance Schedule — Certified Water System Operator Requirement Dear Mr. and Mrs, Squires, tinder the Compliance Schedule issued to Flatiron Water on February 20, 2007, you agreed to place its water system under the supervision of an operator certified at the "Small Water System" level or 11i her by December 31, 2007. This Schedule has expired. if your system is now under the supervision of a certified operator, please; complete the enclosed form and return it to my office before Apri114, 2008. 1f you do not yet have a certified operator, please call my office immediately to discuss the matter_ Thank you, Betsy Beaver, Water Quality Control Division Facility Operators Program 303-612-3503 betsv.beaver@state.co.us enol: Excerpt from CRS 25-9-110 ORC Report cc: Mark T4adnuck, WQCD Engineering Section (electronic) 11/25/2009 WED 13:16 FAX MESAfr MUM Health _,Department meat Customer Flat Iron Water 1403 Arabian Ave Rifle, CO 81650 Sample PWS ID CO0-223278-o0o System Potable Water TunII 1403 Arabian Ave Rifle CO 81650 LocQtion Ted Nome Total coliforms PA j003/003 Mesa County Health Department Regional Laboratory 510 29.5 Rd, Grand Junction, CO 81504 U5 Mail: PO Box 20,000, Grand Junction, CO 81502-5033 0970) 248-6999 fax (970) 683-6608 http./1health.mesacounty,us/lab Date. Time O:allected Collected 10/23/2009 10:QQ AM Shawn Squires Received 10/23/2009 Matrix brinhing Water Feupose Compliance Comments 1;11 PM Chlorine 0.50 Result ABSENT Coliform/ABSENT E coli or lel, thanone(<1), indicates amicrobiologically safe sample Invoice for Water .Sampling Services 1O/26/2009 8:29:47 AM Detach and mail this portion with payment pate Received) Puymer�k Type tete Date I Amount Paid I Balance i Ilnvoice #J. __.. 406-09 I 1 • 10/23/2049 Cash ! 11/7.3/2009 1 $20.00 I $0,00 If paying for multiple samples, write Invoice #'s below: CuStamenl;(196) Fiat Iron Water Amok Enclosed �. i�...,.li.._., Vii. MCHD Regional Lab PO Box 20,000 Grand Junction, CO 81502-5033 I i 1 ❑ Checkt (Payable to MCHD) ❑ Credit Card Visa Mastercard Name on Card, Billing Address: Credit Card #; Expircition Dater Security Code: MWN YAL arm t pRAK4,c •.9 . T'S I • • . • Pi • 4.0 -p -i 19a WA SNP LIM, NW riciiivaims FMK $0044-ns6 August t3, 2007 rimy Petroleum B flipptelto Dr, flotsam* CO 81635 Ite. Septic 'Nick Services rr, Whom It Ma Concern: W,. Down Valley Septic are supplying frn the txmitructiott to in lad tuontid tho Nott part of tlwe services, rig locations as well as il,,2wage associated ,vvry rvfSij Munki q.zy Petroleum with &vie truck services ng eratlons an4 temporary housing g Logaii Wash areas, As • s; Ain -tinning ill tanks at all 'felted by Derry Petroleum — ossify lisuesed of at the ? RtS)DCkfli.AL cOM141,0,(1M. StWef NUM J._ f 2167-362-00-023 fr f 20/ S 4 S f 1A 29 • 2167-362-00-023 ; V � ;I Y ✓l 32 2411-041-00-002 1 v 2411-101-00-016 23 J` Berry Petroleum F-01 Well Pad 35 2411.013-00-001 f Garfield County, Colorado Assessor's Office toy 8th Street, Suite zo7, Glenruood Springs, CO 8t6os 97.9451 334 sososo.$arfield-sounty.con Legend Tax Exempt BLM US Forest Service Subdivision Tax District Boundary .t State, Federal Highway Ait Interstate 7o County Road Private Road, Trail Other Boundaries BLM GCDB Coordinates BASE MAP SOURCE I. County Roaduuutlloe GPS data, Garfield County IT Departmeo5 (eo, revised aoo6). USGS>.S Quadrangle Maps digitized by Garfield County IT Depaement (a99>) >. Colorado Department erTmnsportaslon higway centerlines. GIS data, (woo) PARCEL MAP SOURCE: r. Garfield County Assessor's Office Parcel Map Series. AutoCAD r6 maps, converted to GIS Gedanbase format (coq). v Following acceptance of dais wP by she Assessor,all aubaequent parcel lunges shall be input from digital CAD drawings submitted by a certified engineer or shall be digitized by the IT Depatrment from she legal desvipuon',means of coordinate geometry. Projection: UTM Zone 3 NADz7 inch equals 1,500 feet t:aa,000 Far Tlie AacGlS 9 may ss pod.. by Garfield County Spin.. C0091601 970.9.15.137,1590 InAssessP loelMapsl2169 Revision 1: 48-2006 M 4 is'— ✓ 2 Berry Petroleum 0-32 Well Pad sal 01? f � � Berry Petroleum 0-29 Well Pad ✓4 14 21 ✓ 21 2. J V 18 15 4/1 f f 2133-08400-000 \I 23 2E 2171-052 k f 13 2171-041-00-021 V Garfield County, Colorado Office flhe Assessor sop 4th Street, Suite 207, Glenuwod Springs, CO 82602 970.945'9134 000000g44414. ouoly.con Legend Tax Exempt BLM US Forest Service Subdivision Tax District Boundary Stare, Federal Highway Ast, Interstate 7o County Road Private Road, Trail Meander-, Govt. Lot-, Former Lot Lines BLM GCDB Survey Coordinates BASE MAP SOURCE: 1, County Read centerline GPS data. Garfield County IT Department, (moa, Wad aooa). a. DSOS 7.5 Quail -angle Map digitized by Garfield County IT Deparmaent 1. Colorado Department of Transportation pigmy centerlines, GIS data, (mo4). PARCEL MAP SOURCE, r. Garfield County Aaan.or'a Office Paaal Map Serie, AntoCAD,4 maps, rt.4 m GIS Geodarabase format(aooS). a Following acceptance of this map by the Ammor, all subsequent parcel changes shall be input from digital CAD drawings submitted by certified engineer or shall be digitieed by the IT Department from the legal description by mons of coordinate geometry 16..., Township Locator Map i .? m7 2135 Township 5 South Range 96 West Projection: UTM Zone 13 NAD27 m f° rood i 3. ♦ Feet 1 inch equals 1,500 feet 1:18,0 0 iHS AmGlS 8 map as p'aCLcaci Ey I ft Garfield County 108 1m;�4a2 d.. O916.0 tltssessoliarcelMaps12135 Revision 1: 4-7-2006 1A0.60-9 I, 0L SS aoueaa slallaA0,suy06.AVTAA04NIStl930Ntl301dhsyoaf0ad„nisailadloa6-uaCM SC 9 VW LL00:01 BOOZ/O£111,4313J 600Z'OE JaquaanON Z9Z 9 6£VE 0 opeJoIO3 `)uno3 pIaijJee )138a3 alnyae.ied diysieumo aoejjns Auedwo3 wrieloiled Alm Ped IIeM 60-d /Jag IMMO” Adiacent Property Owners Board of County Commissioners 109 8th Street, Suite 300 Glenwood Springs, CO 81602 Bureau of Land Management PO Box 1009 Glenwood Springs., CO 81602 Chevron Shale Oil Company Attn: Kevin Goldstein 11111 S. Wilcrest, Room N-1045 Houston, TX 77099 EnCana Oil & Gas (USA) Inc. Attn: Bob Weaver 370 17th Street, Suite 1700 Denver, CO 80202 Savage Ltd Partnership I Attn: John Savage PO Box 1926 Rifle, CO 81650-1926 Donna Koehler PO Box 300 DeBeque, CO 81630 Thomas F. Latham PO Box 36 DeBeque, CO 81630 Oxy USA Attn: Alan Schwartz PO Box 27570 Houston, TX 77227-7570 Dick Prather 2098 45-1/2 Rd DeBeque, CO 81630-9608 Marathon Oil Company Attn: Peggy Gilbert 5555 San Felipe Houston, TX 77056 1 111111 Ililil l!II!II 1111 I!Il III 1111111 111 IJIII 1111 1 711207 11/15/2006 03 46P 81863 P984 M ALSDORF 1 of 3 R 16.00 D 121 48 GARFIELD COUNTY CO When recorded return to: Elizabeth A. Sharrer, Esq. HOLLAND & HART, LLP P. 0. Box 8749 Denver, CO 80201 PERSONAL REPRESENTATIVE'S DEED THIS DEED is dated November, 2006, and is made between Karen Lee Latham and Ginger Latham, as Co -Personal Representatives of' the estate of Charles Harvey Latham, deceased, "Grantor" and Berry Petroleum Company, a Delaware corporation, "Grantee," whose legal address is 950 17th Street, Suite 2400, Denver, Colorado 80202, of the City and County of Denver, State of Colorado. WHEREAS, the decedent died on April 16, 2004 and Grantor was duly appointed Co - Personal Representatives of said estate by the District Court in and for the County of Mesa, State of Colorado, Probate No. 04 PR 116, on the date of April 28, 2004, and is now qualified and acting in said capacity; NOW THEREFORE, pursuant to the powers conferred upon Grantor by the Colorado Probate Code, Grantor does hereby sell and convey unto Grantee, for and in consideration of One Million Two Hundred Fourteen Thousand Seven Hundred Eighty Dollars ($1,214,780,00), the following described real property situate in the County of Garfield, State of Colorado: All of the interest of the Grantor, being an undivided one-half interest in and to the real property described on Exhibit A, attached hereto and by this reference made a part hereof also known by street address as: vacant land and assessor's schedule or parcel number: See Exhibit A, attached hereto and by this reference made a part hereof. With all appurtenances, SUBJECT TO the Permitted Exceptions set forth on Exhibit B, attached hereto and by that reference made a part hereof. RESERVING unto Grantor a non-exclusive easement over and across those existing two - track roads crossing the following lands: Section 29: SW'/4SE'/4, SE'/,SE1/4; Section 32: NEY4NE1/4; and Section 33: NW1/4SW1/4, SW'Y4SW'/4; all in Township 5 South, Range 96 West of the 6'h P.M., County of Garfield, State of Colorado; for purposes of ingress and egress to the adjacent property currently owned by Grantor which is described as: Section 1: Lots 9 and 16; and Section 2: Lots 11, 12, 13, 14 and N1/2SE'/4; all in Township 6 South, Range 97 West of the 6`h P.M., County of Garfield, State of Colorado (the "Retained Property"); in connection with the residential, ranching, or recreational use of the Retained Property by the owner thereof. Grantee shall have the right to relocate the access road used by Grantor at any time, so long as the relocated access road provides reasonably equivalent access to the Retained Property, above, IN WITNESS WHEREOF, the Grantor has executed this deed on the date set forth Grantor: Co -Personal Representatives of the estate of Charles Harvey, Latham, Deceased a h/ , •L GY Karen Lee Latham STATE OF COLORADO ) ) ss. COUNTY OF GARFIELD ) The foregoing instrument was acknowledged before me 2006, by Karen Lee Latham and Ginger Latham as Co -Personal Charles Harvey Latham, Deceased. WITNESS my hand and official seal. My commission expires: <tj. . DEN A : C., t_ T .TE OF c)L..:�F,A this i. day of l t:iv t?fher szion t „tb„�, . 11 '7 ' Representatives of the estate of F Not a'uolic 3 1 111111 11111 1111111 111111111 1111 1111111 111 11111 1111 1111 711206 11/15/2006 03:44P 81863 P982 M ALSDORF 2 of 3 R 16.00 D 121.48 GARFIELD COUNTY CO EXHIBIT "A" Parcel 1 Township 5 South, Range 96 West of the 6th P.M. Section 29: S1/2 S'h [160 acres] Section 32: NE'/4 NE'/, NW'/4, N'/2 SW'/a, SE1/4 SW'/a, W'h NE'/4, [400 acres] (part of) Tax Parcel No. 213532100009 [560 acres more or less] Parcel 2 Township 5 South, Range 96 West of the 6`h P.M. Section 32: SE'/4 Section 33: SW'/4 (remaining part of) Tax Parcel No. 213532100009 [320 acres] Parcel 3 Township 6 South, Range 97 West of the 6`h P.M. Section 1: Lots 10,11, 12, 15, 17, 18, 19, 22, 23 and 24 (part of) Tax Parcel No. 216901100001 [334.78 acres more or less] all in the County of Garfield, Colorado, 1111111 11111 1111111 11111 1111 1111 1111111 111 11111 1111 1111 711206 11/15/2006 03:44P 61863 P983 M ALSDORF 3 of 3 R 16.00 D 121.48 GARFIELD COUNTY CO Exhibit B 1. Rights or claims of parties in possession not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts, which a correct survey and inspection of the premises would disclose, and which are not shown by the public records. 4. This paragraph intentionally deleted. 5. This paragraph intentionally deleted. 6. Taxes and assessments for 2006 and subsequent years, a lien not yet due or payable. 7. This paragraph intentionally deleted. 8. Any and all water rights, claims, or title to water, whether or not the matters excepted are shown by the public record. 9. Right of way for ditches or canals constructed by the authority of the United States, as reserved in United States Patent recorded January 16, 1925 in Book 112 at Page 424 and reservation of all oil and gas, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of July 17, 1914 in said Patent, and any and all interests therein or assignments thereof. 10. Right of way for ditches or canals constructed by the authority of the United States, as reserved in United States Patent recorded May 14, 1940 in Book 194 at Page 615 and reservation of all coal and other minerals, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 in said Patent, and any and all interests therein or assignments thereof. 11. Right of way for ditches or canals constructed by the authority of the United States, as reserved in United States Patent recorded January 28, 1943 in Book 208 at Page 138 and reservation of all coal and other minerals, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 in said Patent, and anv and all interests therein or assignments thereof. When recorded return to: Elizabeth A. Sharer, Esq. HOLLAND & HART, LLP P. O. Box 8749 Denver, CO 80201 '�' 'lll Iilll lIlllll NMI 1111 II1 llll ill% �11lI 1111 711206 1 M� r 103;44P 413 G RFI U'I9�lO!JH`fYLCtD3Oltf" 1 of � R. SPECIAL WARRANTY DEED THIS DEED, made this 1 3 t Illay of November, 2006, between Thomas R Latham of the County of Mesa, State of Colorado, grantor and Berry Petroleum Company, a Delaware corporation whose legal address is 95017' Street, Suite 2400, Denver, Colorado 80202, of the City and County of Denver, State of Colorado, grantee, WITNESSETH, That the grantor, for and in consideration of the sum of One Million Two Hundred Fourteen Thousand Seven Hundred Eighty Dollars ($1,214,780.00), the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey and confirm unto the grantee, its successors and assigns forever, all the real property, together with improvements, if any, situate, lying and being in the County of Garfield, State of Colorado, described as follows: All of the interest of the grantor, being an undivided one-half interest, in and to the real property described on Exhibit A, attached hereto and by this reference, made a part hereof also known by street and number as: vacant land TOGETHER with all and singular the hereditaments and appurtenances thereto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof; and all the estate, right, title, interest, claim and den -nand whatsoever of the grantor, either in law or equity, of, in and to the above bargained premises, with the hereditarnents and appurtenances, SUBJECT TO the Permitted Exceptions set forth on Exhibit B, attached hereto and by that reference made a part hereof; TO HAVE AND TO HOLD the said premises above bargained and described with the appurtenances, unto the grantee, its successors and assigns forever. The grantor, for himself, his heirs and personal representatives or successors, does covenant and agree that he shall and will WARRANT AND FOREVER DEFEND the above -bargained premises in the quiet and peaceable possession of the grantee, its successors and assigns; against all and every person or persons claiming the whole or any part thereof; by, though er under the grantor. } ESIERVIN(2 !.into grantor <e non-exclusive easement over and across those existing two - track roads crossing the following lands: Section 2'1;3: SW3/4361/4, SE/SE/, Section 32: E/iE/ ; and Section 33; NIWV 44/4x'/.?, uW1/4SW/; all in Township 5 South; Range 96 West of the 6" P .N1_, County of Garfield, State of Colorado; for purposes of ingress and egress to the adjacent property currently owried by grantor which is described as: Section 1; Lots 9 and 16; and Section 2: Lots 11, 12, 13, `4 and Nlt4SE'/.; all in Township 6 South, Range 97 Vilest of the 6" P.M.., County of Garfield, State of Colorado (the "Retained Property ); in connection with the residential, ranching, or recreational use of the Retained Property by the owner i:hereof. Grantee shalt have the right to relocate the access road used by grantor at any time, so long as the relocated access road provides reasonably equivalent access to the Retained Property. IN WITNESS WJ }ERE,OS, the grantor has executed this decd on the date set forth abo ., Thomas F. L atl-iati GTATE OFCOLORADO, ) COUNTY OF GA_RFIELD ) The foregoing acknowledged before me on this day of November, 2006, by Thomas F. Latham, • ..&T,NI S 2 my hand and official Bead. My tC;oi41i.:iission E:' ir'ea. F .Ea Notary Public 1 mill 11111 1111111 11111 ilii 1111 1111111 111 11111 ilii 1111 711206 11/15/2006 03.44P B1863 P982 M ALSDORF 2 of 3 R 16.00 D 121 48 GARFIELD COUNTY CO EXHIBIT "A" Parcel 1 Township 5 South, Range 96 West of the 6'h P.M. Section 29: S1/2 S'/2 [160 acres] Section 32: NE'/a NE'/4, NW'/a, N1/2 SW'/4, SE'/4 SW'/4, W'h NE'/4, [400 acres] (part of) Tax Parcel No. 213532100009 [560 acres more or less] Parcel 2 Township 5 South, Range 96 West of the 6th P.M. Section 32: SE'/4 Section 33: SW'/4 (remaining part of) Tax Parcel No. 213532100009 [320 acres] Parcel 3 Township 6 South, Range 97 West of the 6th P.M. Section 1: Lots 10,11, 12, 15, 17, 18, 19, 22, 23 and 24 (part of) Tax Parcel No. 216901100001 [334.78 acres more or less] all in the County of Garfield, Colorado, 1111111 11111 1111111 11111 1111 1111 1111111 111 11111 1111 1111 711206 11/15/2006 03 44P 61863 P983 M ALSDORF 3 of 3 R 16.00 D 121 48 GARFIELD COUNTY CO Exhibit B 1. Rights or claims of parties in possession not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts, which a correct survey and inspection of the premises would disclose, and which are not shown by the public records. 4. This paragraph intentionally deleted. 5. This paragraph intentionally deleted. 6. Taxes and assessments for 2006 and subsequent years, a lien not yet due or payable. 7. This paragraph intentionally deleted. 8. Any and all water rights, claims, or title to water, whether or not the matters excepted are shown by the public record. 9. Right of way for ditches or canals constructed by the authority of the United States, as reserved in United States Patent recorded January 16, 1925 in Book 112 at Page 424 and reservation of all oil and gas, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of July 17, 1914 in said Patent, and any and all interests therein or assignments thereof. 10. Right of way for ditches or canals constructed by the authority of the United States, as reserved in United States Patent recorded May 14, 1940 in Book 194 at Page 615 and reservation of all coal and other minerals, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 in said Patent, and any and all interests therein or assignments thereof. 11. Right of way for ditches or canals constructed by the authority of the United States, as reserved in United States Patent recorded January 28, 1943 in Book 208 at Page 138 and reservation of all coal and other minerals, together with the right to prospect for, mine and remove the same 1111Iiir 1115FAMII.WI!I kII L r i I 11111 Reception#: 743398 02/22/2008 03.55:15 PM Jean Alberico 1 of 4 Reo Fee:$21.00 Doc Fee:0.00 GARFIELD COUNTY CO When recorded return to: Peggy Gilbert Marathon Oil Company 5555 San Felipe Room 1453 Houston, TX 77056 SPECIAL WARRANTY DEED THIS DEED, made this 17ih day of December, 2007, between BERRY PETROLEUM COMPANY, a Delaware corporation, ("Grantor") whose legal address is 950 17`s Street, Suite 2400, Denver, Colorado 80202 and MARATHON OIL COMPANY, an Ohio corporation, ("Grantee") whose legal address is 5555 San Felipe, Houston, Texas 77056: WITNESSETH, That the Grantor, for and in consideration of the sum of One Million, Two Hundred Fifteen Thousand, Ten and 48/100 Dollars ($1,215,010.48), the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey and confirm unto the Grantee, its successors and assigns forever, as a tenant in common, an undivided one-half of 100% (being an undivided 50%) interest in and to all of the real property, together with improvements, all rights associated therewith, and any after acquired interest (collectively "Property"), if any, situate, Tying and being in the County of Garfield, State of Colorado, described on EXHIBIT "A" attached hereto and by this reference made a part hereof. Also known by street and number as: vacant land, TOGETHER with all and singular the hereditaments and appurtenances thereto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof; and subrogation of Grantee to the rights of Grantor under all the covenants and warranties of title with respect to the Property previously made by others in the chain of title; and all the estate, right, title, interest, claim and demand whatsoever of the Grantor, either in law or equity, of, in and to the Property, SUBJECT TO the Permitted Exceptions set forth on EXHIBIT "B", attached hereto and by this reference made a part hereof; TO HAVE AND TO HOLD the said premises above bargained and described with the appurtenances, unto the grantee, its successors and assigns, forever, as tenants in common. The Grantor, for itself and it's successors and assigns, does covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the above -bargained premises in the quiet and peaceable possession of the Grantee, its successors and assigns, agaitW all and every person or persons claiming the whole or any part thereof, by, through or under Grantor. IN WITNESS WHEREOF, the Grantor has executed this deed on the date set forth above. STATE OF COLORADO ) ss. CITY AND COUNTY OF DENVER BERRY PE a Delaware LEUM COMPANY, The foregoing instrument was acknowledged before me on this /X" day of fitRv/frey' , 2008, by Dan Anderson as Vice President -Production of BERRY PETROLEUM COMPANY, a Delaware corporation. WITNESS my hand and official seal. My commission Expires: S - S -20 // Notary Public 1111 10. 11111 Receptionil: 743398 02/22/2000 03:55:15 PM Jean Rlberico 2 of 4 Rec Fee.$2l.00 Doc Fee:0.00 GRRFIELD COUNTY CO EXHIBIT A LEGAL DESCRIPTION Parcel 1 Township 5 South, Range 96 West of the 6t1i P.M. Section 29: S112 S1/2 Section 32: NEv4NEu4,NW114,Nv2SW1/4,SE114SW1/4,W112NEu4, (part of) Tax Parcel No. 213532100009 Parcel 2 Township 5 South, Range 96 West of the 6th P.M. Section 32: SE114 Section 33: SW114 (remaining part of) Tax Parcel No. 213532100009 Parcel 3 Township 6 South, Range 97 West of the 6`h P.M. Section 1: Lots 10, 11, 12, 15, 17, 18, 19, 22, 23 and 24 (part of) Tax Parcel No. 216901100027 The intent of this Deed is to convey an undivided 50% interest in all of the lands and interests conveyed to Grantor by that certain Special Warranty Deed recorded in the records of the Garfield County, Colorado, Clerk and Recorder at Reception No. 711206 on November 15, 2006, and that certain Personal Representatives Deed recorded in those records at Reception No. 711207 on November 15, 2006. 1111 FL .141W11MGitf VAIN 11111 Reception#: 743398 0212212008 03:55:15 PM Jean Alberico 3 of 4 Rec Fee:$27.00 Doc Fee:0.00 GARFIELD COUNTY CO EXHIBIT "B" PERMITTED EXCEPTIONS 1. Rights or claims of parties in possession not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts, which a correct survey and inspection of the premises would disclose, and which are not shown by the public records. 4. Taxes and assessments for 2007 and subsequent years, a lien not yet due or payable. 5. Any and all water rights, claims, or title to water, whether or not the matters excepted are shown by the public record. 6. Right of way for ditches or canals constructed by the authority of the United States, as reserved in United States Patent recorded January 16, 1925 in Book 112 at Page 424 and reservation of all oil and gas, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of July 17, 1914 in said Patent, and any and all interests therein or assignments thereof. 7. Right of way for ditches or canals constructed by the authority of the United States, as reserved in United States Patent recorded May 14, 1940 in Book 194 at Page 615 and reservation of all coal and other minerals, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 in said Patent, and any and all interests therein or assignments thereof. 8. Right of way for ditches or canals constructed by the authority of the United States, as reserved in United States Patent recorded January 28, 1943 in Book 208 at Page 138 and reservation of all coal and other minerals, together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 in said Patent, and any and all interests therein or assignments thereof. 9. Reservations, conditions and stipulations contained in the United States Patent No. 1431391 recorded April 10, 1951 in Book 257 at Page 543 including, but not limited to the following: • That the grant hereby made is restricted in its exterior limits to the boundaries of the said mining premises, and to any veins or lodes of quartz or other rock in place bearing gold, silver, cinnabar, lead, tin, copper and other valuable deposits which may have been discovered within said limits subsequent to and which were not known to exist on July 12, 1949. • That should any vein or lode of quartz or other rock in place hearing gold, silver, cinnabar, lead, tin, copper or other valuable deposits, be claimed or known to exist within the above-described premises at said last-named dated, the same is expressly excepted and excluded from these presents. • Right of way for ditches or canals constructed by the authority of the United States. 10. Reservation of all minerals, together with the right to prospect for, mine and remove the same as reserved by Redd Ranches in Warranty Deed recorded December 20, 1963 in Book 355 at Page 5, and any and all interests therein or assignments thereof. 1111 NA�if��.�iMl���hla+ih4ilM';G4�;1 (�+AI��'IN 11 III Reception#; 743398 02/22/20084o400DocFee ReFee:$215Ne an 0.000 CPRFIELD COUNTY CO 11. Conveyance to Ruth Latham of an undivided one-half interest in and to all minerals owned by Latham Ranches in Warranty Deed recorded August 20, 1987 in Book 719 at Page 510, and any and all interests therein or assignments thereof. 12. Lack of a right of access to and from the subject property. 13. Reservation by Thomas A. Latham, Karen Lee Latham and Ginger Latham of a non-exclusive easement, as more fully described in Special Warranty Deed recorded November 15, 2006 in Book 1863 at Page 981, and Personal Representative Deed recorded November 15, 2006 in Book 1863 at Page 984. 14. Rights of Chevron Shale Oil Company under the Connected Road Right - of -Way Grant and Easement dated effective November 14, 2006, and recorded December 6, 2007 at Reception No. 738783, Garfield County, Colorado. 15. Rights of Williams Production RMT Company under the Connected Road Right -of -Way Grant and Easement dated effective November 14, 2006, and recorded December 6, 2007 at Reception No. 738784, Garfield County, Colorado. 3741163_3,DOC Certificate of Good Standing OFFICE OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE I, Ginette Dennis, as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, BERRY PETROLEUM COMPANY is an entity formed or registered under the law of Delaware has complied with all applicable requirements of this office, and is in good standing with this office. This entity has been assigned entity identification number 20031069947 . This certificate reflects facts established or disclosed by documents delivered to this office on paper through 06/23/2006 that have been posted, and by documents delivered to this office electronically through 06/28/2006 @ 10:37:04 . I have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, authenticated, issued, delivered and communicated this official certificate at Denver, Colorado on 06/28/2006 @ 10:37:04 pursuant to and in accordance with applicable law. This certificate is assigned Confirmation Number 6525780 . Secretary of State of the State of Colorado *********************************************End of Certificate***********+******************************** Notice: A certificate issued electronically from the Colorado Secretary of State's Web site is /idly and immediately valid and effective. However, as an option, the issuance and validity of a certificate obtained electronically may be established by visiting the Certificate Confirmation Page of the Secretary of State's Web site, http://www.sos.state.co.us/bi:iCertificateSearchCriteria.do entering the certificate's confirmation number displayed on the certificate, and following the instructions displayed. Confirming the issuance of a certificate is merely optional and is not necessary to the valid and effective issuance ofa certificate. For more information, visit our Web site, hup:Gwww.sos.state.co.ns/click Business Center and select "Frequently Asked Questions„" CERT GS j Revised 09/22/2005 Ve&wcuYe The First State PAGE 1 I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ISA TRUE AND CORRECT COPY OF THE CERTIFICATE ()THERM, WHICH MERGES: "PICEANCE OPERATING COMPANY, LLC", A COLORADO LIMITED LIABILITY COMPANY, WITH AND INTO "BERRY PETROLEUM COMPANY" UNDER THE NAME OF "BERRY PETROLEUM COMPANY", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, A5 RECEIVED AND FILED IN THIS OFFICE THE TWENTY—SECOND DAY OF JUNE, A.D. 2006, AT 2:30 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. 2072291 8100M 060602106 Harriet Smith Windsor, Secretary of State AUTHENTICATION: 4848425 DATE: 06-22-06 M CORPORATION ?RUST WI LM. TEAM #2 (THU) 6.22'06 13:37/ST. 13:n414863796189 P 2 STATE OF DELAWARE • CERTIFICATE OF MERGER OF DOMESTIC CORPORATION AND FOREIGN LIMITED LIABILITY COMPANY .Pursuant to Title 8, Seotkm 264(e) of The Delaware General Corporation Law, the undersigned corporation executed the fallowing Certificate of Margen P'1RST: The name of the surviving corporation is Berry Petmlum Company •, a Delaware Corporation, sad the Warne ofthe limited liability company being merged into this surviving corporation is 14°4 4m4 Operating Computy, LLC a OMjuardicrton) camredo milvd liability company. SECOND: The Agreement of Merger has been approved, adopted, certified, executed end acknowledged by the surviving corporation and the merging limited liability company. THIRD: The name of the surviving corporation is B 'p e] um Company FOURTH: The merger is to become effective an Anion, NOG JIWI'H: The Agreement of Merger is on file at 5201 T utiui Avcnuc, Suito 300, Bakersfield, Callrotnle 93309 the place of business of the surviving corporation. SIXTH: A copy of the Agreement of Merger will be furnished by the corporation on request, without cost, to any stockholder of any constituent corporation br partner of any constituent limited liability company, IN WJTNtss WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the end _ day of Aro ,A.D., 20" , By: /I/Dan a Andemnn Authorized Officer Stara of Ds/aware Searetaxy of Stnie isioa of Corporations ,axed 02:36 PM 06/22/2006 ED 02:30 P14 06/22/2006 '60f"106 - 2072291 m Naive; Duo d. Andcrsan Print or Type Title; Authorized Officer 11111111111111111 Ell 111111 h1 ;111 fN i III 11111111 623087 03/18/2003 01:52P 83447 P579 ALSDORF 1 of 6 R 40.25 D 0.00 GARFIELD COUNTY CO OIL AND GAS LEASE (LEASE #2) THIS AGREEMENT, made an entered into as of the 15th day of November, 2002, by and between Chevron U.S.A. Inc., successor in interest to Chevron Shale Oil Company, whose address is 11111 S. Wilcrest ISr., Houston, Texas 77099 hereinafter called "Lessor," and Petroleum Development Corporation, whose address is 103 East Main Street, P.O. Box 26, Bridgeport, West Virginia 26330,hereinafter called "Lessee." WITNESSETH: 1. Lessor, for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, in hand paid, of the royalties herein provided and of the agreements of Lessee herein con 'ned, hereby grants, demises, leases and lets exclusively unto Lessee all of Lessor's right, title d interest in the land hereinafter described, for the purpose of investigating, exploring, drilling for, producing, saving, taking, owning, transporting, storing, handling and treating oil and , herein called leased substances, together with all rights, privileges and easements useful r Lessee's operations hereunder on said land; including but not limited to the following rights: o lay pipelines; to build roads; to construct tanks, pump and power stations, and power and co unication lines; and to redrill, deepen, maintain, rework and operate any well so drilled, subject in all cases to the provisions of paragraphs 15 and 16. The land included in this lease i situated in the County of Garfield, State of Colorado, and is described on the attached Exhibit, including all of Lessor's right, title and interest in all leased substances underlying lakes, streams, roads, streets, alleys, easements d rights-of-way which traverse said land; and including all lands owned or claimed by Less as a part of any tract above described; and containing 4541.80 acres of land more or less. This ease shall cover all of Lessor's right, title and interest in said land now owned by or hereafter ested in Lessor. For the purpose of calculating any payments based on acreage, the land shall deemed to contain the acreage above stated. 2. Subject to the oth provisions herein contained, this lease shall remain in force for a period of three (3) years the date hereof, herein called "primary term," and thereafter so long as leased substances or 4 y one or more of them are being produced from said land or any operation permitted here is being conducted on said land or this lease is continued in force by reason of any of the oth provisions hereof. 3. Royalties on leasee three quarters percent (18.75%) o well or to the credit of Lessor int from time to time purchase any produced on the day it is run to gas, produced from said land eighteen and three quarters perc at the well the royalty shall be realized from such sale. If Less with any of said land, Lessee Lessee's election, pay as royalty dollar per acre on the acreage th for all purposes of this lease that for a period of one year; such such payment. Provided, howev payments for no more than tw preceding Lessee's payment. An elsewhere in this lease for paym actual production. Lessee may operations conducted upon the 1 4. This is a Paid -Up 1 to make any further payments or PDC Lease - Lease #2.doc substances to be paid by Lessee are: (a) on oil, eighteen and that produced and saved from said land, to be delivered at the the pipeline to which the wells may be connected; Lessee may yalty oil, paying therefor the market value in the field where e pipeline or storage tanks; (b) on gas, including casinghead sold or used off the premises, the market value at the well of (18.75%) of the gas so sold or used, provided that on gas sold ighteen and three quarters percent (18.75%) of the amount shall discover gas hereunder on said land or on land unitized at any time or times during or after the primary term and at erein called shut-in gas well payment) a sum equal to one held by Lessee hereunder, whereupon it shall be considered leased substance is being produced hereunder from said land to commence on the anniversary of this lease next preceding r, that this lease may be extended by tender of shut-in well consecutive years from the anniversary of this lease next such payment may be made in the same manner as provided is hereunder but shall not be in lieu of any royalty based on e, free of royalty, leased substances from said land for all ed lands or lands unitized with any of said land. t and Lessee shall not be obligated during the primary term commence or continue any operations hereunder in order to -1- 2/18/2003 111111111111111111,1111111111 IIICIII 111 i1I 11111111 623087 03/18/2003 01:52P B1447 P580 N!ALSDORF 2 of 6 R 40.25 D 0.00 GARFIELD COUNTY CO maintain this lease in force. Any money payable hereunder may be paid in cash or by check, mailed or delivered to Lessor. Lessee may at any time or times surrender this lease as to all or any portion of said land by mailing or tendering to Lessor or by filing for record a release or releases, and be relieved of all o1 at thereafter accruing as to the acreage surrendered, but same shall not relieve Lessee of y obligation existing as of the date of such release. 5. If any operations activities shall occur hereunder a (60) days before expiration of 1 combination of such activities sh such cessation shall not cause thi long as (a) shut-in gas well pa operation or production of a 1 (60) days after cessation of the 1 (c) the cause of cessation is cov or wherever else used in this lease unless the context requires otherwise, the meaning of the word "operations" shall without limitation include: drilling, digging and boring operations, producing operations, the drilling of a dry hole or successive holes before or after production is obtained, plugging back, reworking operations, deepening operations and remedial operations in connection with drilling or producing operations. production of a leased substance or any combination of such d if at any time or times after the primary term or within sixty e primary term, such operations or such production or any 11 cease for any cause so that none of such activities continues, lease to terminate and this lease shall remain in force if and so treats are made under paragraph 3 (if applicable) or (b) any substance is commenced or resumed hereunder within sixty of the operations or production that had occurred hereunder or by paragraph 8 hereof. Wherever used in this paragraph 5, 6. Lessee shall pay fc limited to damages to growing crc Lessee will bury pipelines below cultivated land owned or operate within two hundred (200) feet constructed on said land without any time within ninety (90) days remove all of Lessee's property a Lessee shall restore the surface ai or surrender of the lease. r all damages caused by Lessee's operations, including but not ps, buildings, irrigation ditches, livestock, feed lots and fences. ordinary plow depth at the time of installation when crossing d by Lessor or its surface lessees. No well shall be drilled of any residence or other improvement now or hereafter he consent of the owner thereof. Lessee shall have the right at after expiration or surrender of the lease or any part hereof to id fixtures, including the right to draw and remove all casing. nearly as practicable to its original condition upon expiration 7. Lessee shall have neither the right nor the power to assign this lease, in whole or in part, to another party without a prior written consent of Lessor. Lessor may withhold its consent to any such proposed or empted assignment for any reason or for no reason in its sole discretion. Any attempted assignment made in contravention of this provision will be, in Lessor's sole discretion (and in dition to any other remedy available to Lessor at law or in equity), voidable and of no f The granting of Lessor's consent to any assignment will be effective only as to the specific signment then the express subject of such consent, and any subsequent assignment which be proposed or attempted will be ineffective without Lessor's prior written consent. Provided, owever, this provision shall not apply to assignments that may be made to limited partners tha . Lessee may be required to make under limited partnerships Lessee may form to conduct o. 'i' ' ons under this lease. Also, this provision shall not apply to transfers of interest that result . m mergers, acquisitions or sales of all of Lessee's assets and assignments to Lessee's corporat ; affiliates. 8. Whenever as a re t of any cause beyond Lessee's reasonable control (such as fire, flood, storm, or other act of Cod, governmental law, order, or regulation, labor disputes or war) Lessee is prevented or hind d from exercising any of its rights hereunder, complying with any of the terms hereof or g out any of its obligations hereunder, and such prevention or hindrance occurs during the t hereof, either primary or extended, as the case may be, the obligations of Lessee hereunde (excluding only its obligation to pay royalties on actual production, and other monetary yments required or permitted by the terms of this lease), shall be suspended during the perio of such prevention or hindrance and for ninety (90) days thereafter. If such hindrance oc during the primary term hereof, the primary term shall be extended for a period of time eq to the period of such suspension and this lease shall remain in full force and effect during su period of suspension and during any such extension of the primary term. 9. In connection with operations for the production of oil and gas or either of them, Lessee may at any time or times pool or unitize this lease insofar as it covers the lands covered PDC Lease - Lease #2.doc -2- 2/18/2003 1 111111 11111 111111 1111 111111 I Illlfl III I III IIII Iffl 623087 03/18/2003 01:52P 81447 P581 M ALSDORF 3 of 6 R 40.25 D 0.00 GARFIELD COUNTY CO hereby, in whole or in part, as to any stratum or strata, with other lands and leases in the same area or field so as to constitute unit or units whenever, in Lessee's judgment, necessary or advisable to comply with a law, rule, order or regulation of a governmental authority having jurisdiction, to reduce or preven economic waste, to protect correlative rights, or to promote, encourage or accomplish the nervation of natural resources, by filing for record in the applicable county records an ' ent so declaring. Upon production from any part of any such unit, Lessor shall be entitled to the royalties provided for in this lease on only that fractional part of unit production allocated to that portion of this lease included in such unit. Operations upon any such unit or production from any part of such unit shall be treated and considered for all purposes of this lease except pl yment of royalties, as operations upon or production from this lease. 10. The royalties here in leased substances and if Lesso: the entire estate in leased substa Lessor makes no warranties of tits its option may purchase or dischar land, may redeem the same fro reimburse itself from any royaltie the right to enforce same. tabove provided are determined with respect to the entire estate owns a lesser interest therein or if this lease covers less than ces, the royalties to Lessor shall be reduced proportionally. to the leased premises, whether express or implied. Lessee at e in whole or in part any tax, mortgage or other lien upon said m any purchaser at any tax sale or adjudication, and may s accruing hereunder and shall be subrogated to such lien with 11. Lessee agrees to defend, indenmify and hold harmless Lessor, its affiliates, and any employee, agent, contractor or other representative of Lessor and its affiliates, from any and all claims, demands, suits, losse$, fines, penalties, damages, liabilities, costs and expenses of every character whatsoever (inch ing but not limited to court costs and attorneys' fees) arising out of or in connection with Les 's operations on the leased lands. 12. If this lease has n expiration of the primary term tl equivalent of the deepest depth d a spacing unit producing or capal area in which a well is drilled a regulations, then the lease shall 1 acre parcel surrounding and inclu release within thirty (30) days aft 13. At alltimesd leased lands or on lands pooled employees and agents of Lessor floor and all facilities relating to to such operations including but obtained in connection with sue drilling the well(s). Notices of in to the following: rt sooner terminated, then effective as of five (5) years after lease shall terminate as to all depths below the stratigraphic fled on the leased lands and as to all lands not included within e of producing oil or gas in paying quantities. In the event the d completed is not spaced as per applicable state oil and gas deemed to cover an approximate three hundred twenty (320) 'ng the well location. Lessee shall file of record an appropriate the effective date of the termination. the drilling, testing and completing of any well drilled on the erewith, Lessee shall cause Lessor and its affiliates and the d its affiliates, to have access at their sole risk to the derrick e drilling of the well(s) and to receive all information relating bt limited to daily drilling reports and logs, cores and samples operations the same as though Lessor and its affiliates were nt to spud, log and plug and abandon wells shall be furnished ChevronT ; co Shale Oil Company Attn: J.T. S hmid, Jr., Manager 11111 S. ilcrest Dr. Houston, 77099 Upon written request, Lessee shal furnish all well information, including all reports, logs and samples to: ChevronTe aco Shale Oil Company Attn: Greg a rose 11111 S. ilcrest Dr. Houston, 77099 14. This lease is made 'thout warranty of title, express or implied, and is expressly subject to any exceptions and res M; ations and other matters affecting title of record. PDC Lease - Lease #2.doc -3- 2/18/2003 111101 11111 111111 1111 1111 ISSA.11111 III 1N111111111 623087 03/18/2003 01:52P 61447 P582ALSDORF 4 of 6 R 40.25 D 0.00 GARFIELD COU �N CO 15. Lessee shall ob prior written approval from Lessor for each use of the surface that Lessee proposes to make er this lease, including but not limited to drill sites, access and surface reclamation plans. 16. Notwithstanding ha# Lessee may have obtained Lessor's approval under paragraph 15 to make various uses of the surface of the leased lands, Lessee's operations shall be subordinate to Lessor's right to cnduct shale oil operations on the leased lands at any time in the future. If Lessor determines in its reasonable discretion that Lessee's operations will interfere with Lessor's shale oil operations, Lessee agrees to change, cease or relocate its operations in order to eliminate the interference. Costs incurred prior to January 1, 2018 in connection with the relocation of Lessee's well , gathering systems and other related facilities in order to eliminate an interference shall be borne by Lessor. If any such change, cessation or relocation of facilities results in permanent los of production, Lessor will compensate Lessee for same at the then fair market value of the leas substance. Effective January 1, 2018 and thereafter, Lessee agrees to change, cease or relocaits operations at its sole risk and cost, in order to eliminate an interference and Lessor shall have no obligation to compensate Lessee for lost production resulting from such elimination o i an interference. IN WITNESS WHEREOF, this i TAX I.D. 25-0527925 Social Security or Tax Number STATE OF TEXAS COUNTY OF HARRIS trument is executed as of the date first above written. LESSOR CHEVRON U.S.A. INC. By: Its: Attorney -in -Fact LESSEE PETROLEUM DEVELOPMENT CORPORATION By: Its:m"tating 0, 2/`�E aS E. Riley, VP The foregoing instrument was acknowledged before me this tf Lt. day of (YI4Ut,1%. , 2003 by O. F. Baldwin II as Attorney -in -Fact for Chevron U.S.A. Inc. My Commission Expires: q 361- 0 P -1,62GJAA STATE OF WEST VIRGINIA ) HARRISON ) COUNTY OF The foregoing instrument was by Thomas E. Riley Petroleum Development Corpor Commission Expires: June Rita A. Clark PDC Lease - Lease #2.doc Notary Public owledged before me this 21st day of February , 2003 as VP Marketing of n. , 2009 Notary Public -4- ry Pu�rof Vfrgine FFICIA. SEAL 1fiAA. �Krs Petroleum Development Corporation 1 103 East Mein Street, Box 26 Bridgeport, WV 26330 My commission expires Jure 2.2009 2/18/2003 1111111 11111 1111111 1111 111111 IMO Mill in 11111 1111111 623087 03/18/2003 01:52P B1447 P583 M ALSDORF 5 of 6 R 40.25 D 0.00 GARFIELD COUNTY CO EXHIBIT A OIL AND GAS LEASE (LEASE #2) Between Chevron U.S.A. Inc. and Petroleum Development Corporation Dated November 15, 2002 830000 — C. H. DRAGERT FEE T5S, R96W, 6th P.M. J. B. No. 4 Placer Claim, compris ng the S/2 SE/4 of Section 35 and the S/2 SW/4 of Section 36; containing 160 acres, more or 1 830170 — EATON BASIC AG T5S, R96W, 6 P.M. French #12 - Section 19:, French #25 - Section 20: Federal #26 - Section 20: Federal #27 - Section 20: N/2 of Federal #29 - Section 29: containing 651.29 acres, more o 910380 — EATON BASIC AG NO. 1 & 2 FEE Lot 1, NE/4 NE/4; NW/4; NE/4; SE/4; and N/2 NE/4; less. NO.5 & 6 FEE T5S, R96W, 6 French No. 1 French No. 2 French No. 3 French No. 4 French No. 5 French No. 6 French No. 7 French No. 8 French No. 9 French No. 10 French No. 11 French No. 26 French No. 27 French No. 28 French No. 31 French No. 29 French No. 30 French No. 31 P.M. Sec. 31: Lot. 4, S SE/4; Sec. 31: Lot 3, N SE/4; Sec. 31: Lot 2, S NE/4; Sec. 31: Lot 1, N NE/4; Sec. 30: Lot 4, S/SE/4; Sec. 30: Lot 3, N SE/4; Sec. 30: Lot 2, S/ E/4; Sec. 30: Lot 1, N/ NE/4; Sec. 19: Lot 4, S/2 SE/4; Sec. 19: Lot 3, N/2 SE/4; Sec. 19: S/2 NE/4; Sec. 20: W/2 SW/4 and Sec. 29: W/2 NW/4; Sec. 20: E/2 SW/4 and Sec. 29: E/2 NW/4; Sec. 29: N/2 S/2; Sec. 32: SE/4 NE/ ; Sec. 29: S/2 S/2; Sec. 32: N/2 N/2; : d Sec. 32: S/2 NW/ N SW/4 NE/4, containing 2,354.51 acres, more 910410 — R. L. EATON AGMT T5S, R96W, 6 P.M. The Virginia No. 1 Placer Mining The Virginia No. 2 Placer Mining The Virginia No. 3 Placer Mining The Virginia No. 4 Placer Mining The Virginia No. 5 Placer Mining containing 800 acres, more or less r less. O 1 FEE Maim embracing the S/2 S/2 of Section 32; Maim embracing the N/2 S/2 of Section 32; claim embracing the S/2 S/2 of Section 33; Maim embracing the N/2 S/2 of Section 33; Claim embracing the S/2 N/2 of Section 33; Less and except the North 198 feet of the Virginia No. 5 Placer Mining Claim, being the North 198 feet of the S/2N/2 of Sectioni, T5S, R96W, 6th P.M., containing 24 acres, more or less. Total for this Agreement 910410 is 776 acres, more or less. PDC Lease - Lease #2.doc -5- 2/18/2003 I 111111 I1111 111111 lal Iilll l 11111 111111 111 11 623087 03/18/2003 01:52P 81447 P584 N 6 of 6 R 40.25 D 0.00 GARFIELD COUNTY Ili IIIIIIFII ALSDOR CO 910630 — UNOCAL TRADE FEE T5S, R96W of the 6th P.M. Consolidated No. 12 Placer Mining Claim, comprising the S/2 SE/4 of Section 34 and the S/2 SW/4 of Section 35; Consolidated No. 13 Placer Mining Claim, comprising the N/2 SE/4 of Section 34 and the N/2 SW/4 of Section 35; Bituminite No. 15 Placer Mining 1aim, being the NE/4 SE/4 of Section 35 and the N/2 SW/4 of Section 36; and That part of Bituminite No. 16 PI er Mining Claim constituting the NW/4SE/4 of Section 35; containing 480 acres, more or les Federal No. 29 Placer Mining CIF more or less; The North 198 feet -of the Virgin S/2 N/2 of Section 33, containing The West 32 rods of Federal No. NW/4 of Section 33, containing 1 Total for this Agreement 91063 END OF EXHIBIT A PDC Lease - Lease #2.doc Plus , embracing the S/2 NE/4 of Section 29, containing 80 acres, a No. 5 Placer Mining Claim, being the North 198 feet of the Z4 acres, more or less; and 36 Placer Mining Claim, being the West 32 rods of the NW/4 acres, more or less; is 600 acres, more or less. -6- 2/18/2003 1111111111111111111111111111111 I I I 1111 I I I 111111111 623088 03/18/2003 01:59P B1447 P585 ALSDORF 1 of 6 R 38.25 D 0.00 GARFIELD COUN CO OIL AND GAS LEASE (LEASE #3) THIS AGREEMENT, made and entered into as of the 15th day of November, 2002, by and between Chevron U.S.A. Inc., ccessor in interest to Chevron Shale Oil Company, whose address is 11111 S. Wilcrest r., Houston, Texas 77099 hereinafter called "Lessor," and Petroleum Development Corp° tion, whose address is 103 East Main Street, P.O. Box 26, Bridgeport, West Virginia 26330, hereinafter called "Lessee." 1. Lessor, for and in good and valuable consideratio agreements of Lessee herein con Lessee all of Lessor's right, title investigating, exploring, drilling handling and treating oil and privileges and easements useful f limited to the following rights: power stations, and power and co operate any well so drilled, subj The land included in this lease i described on the attached Exhibit WITNESSETH; onsideration of the sum of TEN DOLLARS ($10.00) and other in hand paid, of the royalties herein provided and of the 'ned, hereby grants, demises, leases and lets exclusively unto d interest in the land hereinafter described, for the purpose of for, producing, saving, taking, owning, transporting, storing, herein called leased substances, together with all rights, r Lessee's operations hereunder on said land; including but not o lay pipelines; to build roads; to construct tanks, pump and unication lines; and to redrill, deepen, maintain, rework and in all cases to the provisions of paragraphs 15 and 16. situated in the County of Garfield, State of Colorado, and is including all of Lessor's right, title and interest in all leased substances underlying lakes, streams, roads, streets, alleys, easements and rights-of-way which traverse said land; and including all lands owned or claimed by Lessor as a part of any tract above described; and containing 5325.42 acres of land more or less. This lease shall cover all of Lessor's right, title and interest in said land now owned by or hereafterested in Lessor. For the purpose of calculating any payments based on acreage, the land shall be deemed to contain the acreage above stated. 2. Subject to the o provisions herein contained, this lease shall remain in force for a period of three (3) years the date hereof, herein called "primary term," and thereafter so long as leased substances or y one or more of them are being produced from said land or any operation permitted hereun is being conducted on said land or this lease is continued in force by reason of any of the othe provisions hereof. 1 I TI 3. Royalties on lease three quarters percent (18.75%) o well or to the credit of Lessor in from time to time purchase any t produced on the day it is run to gas, produced from said land and substances to be paid by Lessee are: (a) on oil, eighteen and that produced and saved from said land, to be delivered at the the pipeline to which the wells may be connected; Lessee may yalty oil, paying therefor the market value in the field where pipeline or storage tanks; (b) on gas, including casinghead sold or used off the premises, the market value at the well of eighteen and three quarters percent (18.75%) of the gas so sold or used, provided that on gas sold at the well the royalty shall be (eighteen and three quarters percent (18.75%) of the amount realized from such sale. If Lessee with any of said land, Lessee ma Lessee's election, pay as royalty dollar per acre on the acreage the for all purposes of this lease that for a period of one year; such yea such payment. Provided, howev payments for no more than twt preceding Lessee's payment. An elsewhere in this lease for paym actual production. Lessee may 1 shall discover gas hereunder on said land or on land unitized at any time or times during or after the primary term and at herein called shut-in gas well payment) a sum equal to one z held by Lessee hereunder, whereupon it shall be considered leased substance is being produced hereunder from said Land to commence on the anniversary of this lease next preceding r, that this lease may be extended by tender of shut-in well consecutive years from the anniversary of this lease next such payment may be made in the same manner as provided Its hereunder but shall not be in lieu of any royalty based on se, free of royalty, leased substances from said land for all operations conducted upon the leased lands or lands unitized with any of said land. 4. This is a Paid -Up lease and Lessee shall not be obligated during the primary term to make any further payments or to commence or continue any operations hereunder in order to PDC Lease - New Lease #3.doc ' 3otme P L5} -1- 2/18/2003 1111111 11111 111111 1111 111111111 o{1111111111111111111 623088 03/18/2003 01:39P 81447 P586 ALSDORF 2 of 6 R 38.23 D 0.00 GARFIELD COuNTI CO maintain this lease in force. Any money payable hereunder may be paid in cash or by check, mailed or delivered to Lessor. Lessee may at any time or times surrender this lease as to all or any portion of said land by mailing or tendering to Lessor or by filing for record a release or releases, and be relieved of all obligations thereafter accruing as to the acreage surrendered, but same shall not relieve Lessee of any obligation existing as of the date of such release. 5. If any operations o; production of a leased substance or any combination of such activities shall occur hereunder and if at any time or times after the primary term or within sixty (60) days before expiration of a primary term, such operations or such production or any combination of such activities s I cease for any cause so that none of such activities continues, such cessation shall not cause this lease to terminate and this lease shall remain in force if and so long as (a) shut-in gas well payments are made under paragraph 3 (if applicable) or (b) any operation or production of a leased substance is commenced or resumed hereunder within sixty (60) days after cessation of the last of the operations or production that had occurred hereunder or (c) the cause of cessation is covered by paragraph 8 hereof. Wherever used in this paragraph 5, or wherever else used in this lease unless the context requires otherwise, the meaning of the word "operations" shall without limitation include: drilling, digging and boring operations, producing operations, the drilling of a dry hole or successive holes before or after production is obtained, plugging back, reworking operations, deepening operations and remedial operations in connection with drilling or produc.ng operations. 6. Lessee shall pay fou• all damages caused by Lessee's operations, including but not limited to damages to growing cro s, buildings, irrigation ditches, livestock, feed lots and fences. Lessee will bury pipelines below ary plow depth at the time of installation when crossing cultivated land owned or operat by Lessor or its surface lessees. No well shall be drilled within two hundred (200) feet of any residence or other improvement now or hereafter constructed on said land without a consent of the owner thereof. Lessee shall have the right at any time within ninety (90) days after expiration or surrender of the lease or any part hereof to remove all of Lessee's property and fixtures, including the right to draw and remove all casing. Lessee shall restore the surface as nearly as practicable to its original condition upon expiration or surrender of the lease. 7. Lessee shall have ither the right nor the power to assign this lease, in whole or in part, to another party without a prior written consent of Lessor. Lessor may withhold its consent to any such proposed or empted assigninent for any reason or for no reason in its sole discretion. Any attempted assi ent made in contravention of this provision will be, in Lessor's sole discretion (and in dition to any other remedy available to Lessor at law or in equity), voidable and of no force. The granting of Lessor's consent to any assignment will be effective only as to the specific signment then the express subject of such consent, and any subsequent assignment which ma be proposed or attempted will be ineffective without Lessor's prior written consent. Provided, wever, this provision shall not apply to assignments that may be made to limited partners that lessee may be required to make under limited partnerships Lessee may form to conduct operations under this lease. Also, this provision shall not apply to transfers of interest that result fira�n mergers, acquisitions or sales of all of Lessee's assets and assignments to Lessee's corporate iates. 8. Whenever as a res? fire, flood, storm, or other act of 4 war) Lessee is prevented or hinder any of the terms hereof or carryin hindrance occurs during the term obligations of Lessee hereunder production, and other monetary pa be suspended during the period It of any cause beyond Lessee's reasonable control (such as od, governmental law, order, or regulation, labor disputes or d from exercising any of its rights hereunder, complying with out any of its obligations hereunder, and such prevention or hereof, either primary or extended, as the case may be, the (excluding only its obligation to pay royalties on actual �tnents required or permitted by the terms of this lease), shall of such prevention or hindrance and for ninety (90) days thereafter. If such hindrance occrrs during the primary term hereof, the primary term shall be extended for a period of time equal to the period of such suspension and this lease shall remain in full force and effect during such period of suspension and during any such extension of the primary term. 9. In connection with perations for the production of oil and gas or either of them, Lessee may at any time or times pool or unitize this lease insofar as it covers the lands covered PDC Lease - New Lease #3.doc -2- 2/I8/2003 111111111111111111111111111111111 1I 11111111 11111111 623088 03/18/2003 01:59P 81447 P587 M RLSDORF 3 of 6 R 38.25 D 0.00 GARFIELD COUNTYCO hereby, in whole or in part, as to area or field so as to constitute advisable to comply with a law, jurisdiction, to reduce or prevent encourage or accomplish the co: applicable county records an i such unit, Lessor shall be entitled 1 part of unit production allocated t upon any such unit or production all purposes of this lease except lease. ny stratum or strata, with other lands and leases in the same unit or units whenever, in Lessee's judgment, necessary or ule, order or regulation of a governmental authority having economic waste, to protect correlative rights, or to promote, servation of natural resources, by filing for record in the ent so declaring. Upon production from any part of any the royalties provided for in this lease on only that fractional that portion of this lease included in such unit. Operations m any part of such unit shall be treated and considered for ent of royalties, as operations upon or production from this 10. The royalties hereinabove provided are determined with respect to the entire estate in leased substances and if Lessor owns a lesser interest therein or if this lease covers less than the entire estate in leased sub ces, the royalties to Lessor shall be reduced proportionally. Lessor makes no warranties of titl to the leased premises, whether express or implied. Lessee at its option may purchase or dischar a in whole or in part any tax, mortgage or other lien upon said land, may redeem the same fro any purchaser at any tax sale or adjudication, and may reimburse itself from any royaltie accruing hereunder and shall be subrogated to such lien with the right to enforce same. 11. Lessee agrees to d any employee, agent, contractor all claims, demands, suits, losses every character whatsoever (incl out of or in connection with Less 12. If this lease has n expiration of the primary term thi equivalent of the deepest depth a spacing unit producing or capabl area in which a well is drilled regulations, then the lease shall b acre parcel surrounding and incl release within thirty (30) days fend, indemnify and hold harmless Lessor, its affiliates, and other representative of Lessor and its affiliates, from any and fines, penalties, damages, liabilities, costs and expenses of but not limited to court costs and attorneys' fees) arising 's operations on the leased lands. sooner terminated, then effective as of five (5) years after lease shall terminate as to all depths below the stratigraphic ed on the leased lands and as to all lands not included within of producing oil or gas in paying quantities. In the event the completed is not spaced as per applicable state oil and gas deemed to cover an approximate three hundred twenty (320) g the well location. Lessee shall file of record an appropriate the effective date of the termination. 13. At all times during pie drilling, testing and completing of any well drilled on the leased lands or on lands pooled therewith, Lessee shall cause Lessor and its affiliates and the employees and agents of Lessor apd its affiliates, to have access at their sole risk to the derrick floor and all facilities relating to the drilling of the well(s) and to receive all information relating to such operations including but not limited to daily drilling reports and logs, cores and samples obtained in connection with such operations the same as though Lessor and its affiliates were drilling the well(s). Notices of intnt to spud, log and plug and abandon wells shall be furnished to the following: ChevronTexiaco Shale Oil Company Attn: J.T. Schmid, Jr., Manager 11111 S. Wt. crest Dr. Houston, TXT 77099 Upon written request, Lessee shall ;furnish all well information, including all reports, logs and samples to: ChevronTeaco Shale Oil Company Attn: Greg prose 11111 S. Wilcrest Dr. Houston, TX 77099 14. This lease is made 'thout warranty of title, express or implied, and is expressly subject to any exceptions and res- ; tions and other matters affecting title of record. PDC Lease - New Lease #3.doc -3- 2/18!2003 11111111111111111111111111L111111111111111111 623088 03/18/2003 01:59P 81447 P588 M ALSDORF 4 of 6 R 38.25 D 0.00 GARFIELD COUNTY CO 15. Lessee shall obtain that Lessee proposes to make and surface reclamation plans. 16. Notwithstanding til paragraph 15 to make various uses subordinate to Lessor's right to cor future. If Lessor determines in itt with Lessor's shale oil operations order to eliminate the interference the relocation of Lessee's wells, eliminate an interference shall be facilities results in permanent loss'I then fair market value of the leased agrees to change, cease or relocate rior written approval from Lessor for each use of the surface this lease, including but not limited to drill sites, access and at Lessee may have obtained Lessor's approval under of the surface of the leased lands, Lessee's operations shall be duct shale oil operations on the leased lands at any time in the reasonable discretion that Lessee's operations will interfere Lessee agrees to change, cease or relocate its operations in Costs incurred prior to January 1, 2018 in connection with gathering systems and other related facilities in order to orae by Lessor. If any such change, cessation or relocation of of production, Lessor will compensate Lessee for same at the 1 substance. Effective January 1, 2018 and thereafter, Lessee its operations at its sole risk and cost, in order to eliminate an interference and Lessor shall hake no obligation to compensate Lessee for lost production resulting from such elimination aim interference. IN WITNESS WHEREOF, this instrument is executed as of the date first above written. TAX I.D. 25-0527925 Social Security or Tax Number STATE OF TEXAS COUNTY OF HARRIS LESSOR CHEVRON U.S.A. INC. By: Its: Attorney -in -Fact LESSEE PETROLEUM DEVELOPMENT CORPORATION By: Its: The foregoing instrument was acknowledged before me this CHIA-day of ii 1 tVV`GZv , 2003 by O. F. Baldwin II as Attorney -in -Fact for Chevron U.S.A. Inc. My Commission Expires: q tt4,5144_,-20,_ k Notary Public STATE OF NEST VIRGINIA ) COUNTY OF HARRISoN ) ELAINE J. GRABER Notary Public. State of Texas My Commission Expires September 30, 2004 The foregoing instrument was acknowledged before me this 21st day of February , 2003 of by 'Manias E. Riley as VP Marketing Petroleum Development Corporation. ommissi Expires: Rita A. Clark PDC Lease - New Lease #3.doc 2, 2009 Notary Pub -4- Notary P RITA OFFICIAL RKt Vida PetroleumnSxoon 103 East Maitree, Corporation 8rid9eport. WV 26330 My commission expires June 2, 2009 2/18/2003 11111111101111011011111111111111111M21 II11I11111II1111111111 623088 03/18/2003 01:59P B1447 P58 M ALSDORF 3 of 6 R 38.25 D 0.00 GARFIELD COU TY CO EXHIBIT A OIL AND GAS LEASE (LEASE #3) Between Chevron U.S.A. Inc. and Petroleum Development Corporation Dated November 15, 2002 830150 — EATON BASIC AG T6S, R97W, 6`'' P.M. Midland #6 Section 13: NE/4; Midland #7 Section 13: SE/4; Midland #8 Section 13: SW/4; and Midland #9 Section 13: NW/4, NO. 10&11 FEE containing 640 acres, more or less. 830210 — EATON BASIC AGMT NO. 9 FEE T6S, R97W, 6th P.M. Community #2: W/2 E/2 of Section 12; containing 160 acres, more or less. 116700 — EATON BASIC AGMJ1' NO. 8 (PRATT 11 & 12) FEE The Pratt. No. 11 Placer Mining Claim comprising the NW/4, and the Pratt No. 12 Placer Mining Claim comprising the NE/4, all iri Section 11, T6S, R97W of the 6th P.M.; containing 320 acres more or less. 830320 — C. H. DARROW FEE T6S, R97W, 61h P.M. Eureka Placer Mining Claim No. 21-2 Eureka Placer Mining Claim No. 21-3 Eureka Placer Mining Claim No. 2-4 Eureka Placer Mining Claim No. 2-3 Oklahoma Placer Mining Claim o. 6 Naomi Placer Mining Claim No. Naomi Placer Mining Claim No. Naomi Placer Mining Claim No. 5 containing 1,400 acres, more or less. Section 21: NW/4; Section 21: SW/4; Section 22: SE/4; Section 22: SW/4; Section 21: NE/4; Section 28: NE/4 NW4, S/2 NW/4; Section 28: NE/4;" and Section 21; SE/4; 910370— EATON BASIC AGMT NO. 8 (PRATT 7 & 8) FEE T6S, R97W, 6th P.M. Pratt No. 7 Claim, embracing Section 11: SE/4; and Pratt No. 8 Claim, embracing Section 11: SW/4; containing 320 acres, more or le s. 910390 — EATON BASIC AGMT NO 7 FEE T6S, R97W of the 6th P.M. The Gem No. 1 Placer Claim, be ng the SE/4 of Section 1; the Gem No. 2 Placer Claim, being the SW/4 of Section 1; and the ommunity No. 1 Placer Claim, being the E/2 of the E/2 of Section 12; Plus T6S, R97W of the 6th P.M. The Gem No. The Gem No. The Gem No. The Gem No. The Gem No. The Gem No. 3 Placer Claim, being the SE/4 of Sec. 2; 4 Placer Claim, being the SW/4 of Section. 2; 5 Placer Claim, being Lots 9, 10, 15 and 16, Section 2; 6 Placer Claim, being Lots 11, 12, 13 and 14 Section 2; 7 Placer Claim, being Lots 9, 10, 15 and 16 in Section 1; 8 Placer Claim, being Lots 11, 12, 13 and 14, Section 1; PDC Lease - New Lease #3.doc ops -5- 2/18/2003 111101 1111 1E1 111116 i 11111111 623088 03/18/2003 01:59P 81447 P5 6 of 6 R 38.25 0 0.00 GARFIELD COL' 1111ri ALSD11111ORF1111 ITY CO The Gem No. 9 Placer Claim, being the south 40 acres of each of the Lots 5, 6, 7 and 8 (said 40 acre tracts being now re -platted and numbered as Lots 21, 22, 23 and 24) in Section 1; and The Gem No. 10 Placer Claim being the south 40 acres of each of the Lots 5, 6, 7 and 8 (said 40 acre tracts being now re -platted and numbered as Lots 21, 22, 23 and 24) in Section 2. containing a total of 1760 acres, more or less. 910400 — R. L. EATON AGMT NO 3 FEE T6S, R97W, 6th P.M. Champion No. 5 Placer Mining Claim, embracing Lots 19 and 20 in Section 1, containing 36.04 acres, more or less. 830310 — D.D. POTTER #11 FEE T6S, R97W, 6th P.M. Lots 1, 2, 3, and 4 in Section 33; and Lots 3 and 4 in Section 34; containing 329.38 acres, more or less. 830300 — D.D. POTTER #7 FEE T6S, R97W, e P.M. Denver No. 111 Placer Mining Claim, being SE/4 of Section 28; and Denver No. 112 Placer Mining Claim, being SW/4 of Section 28; comprising 320 acres, more or le 830290 — D.D. POTTER #5 FEE_ T6S, R97W, 6th P.M. NW/4 NW/4 of Section 28; comprising 40.00 acres, more or END OF EXHIBIT A s. less. PDC Lease - New Lease #3.doc 2/18/2003 -6- FORM' Rev 12/05 1. Drell, t i State of:Coibrado Oiljand Gas Conservation Commission 1120 uncob Street, State 80t, Denver, Colorado 80208 Phone (303)894.2100 Fajc(303)894-2109 �,,��11��PLICATION FOR PERMIT TO: EJDeep)en, Q Re-enter, 0 Recomplete and Operate 2. TYPE OF WELL OLD GASn COALBED❑ OTHER: SINGLE ZONE i MULTIPLE Z0NESF COMMINGLE ZONES 3. Name o1 Operator: Berry Petroleum Company 5. Address: 1999 Broadway, Suite #3700 City: Denver Refiling Ei Sidetrack r r 1 DEC 2 6 2008 Plugging Bond Surety ID# C 4. COGCC Operator Number: 10091 Attachment Checklist Op ••_. 6. Contact Name: Janni Keide) 7. Well Name: Belly 8. Unit Name (if apply: State: • CO Zip: 80202 Phone: (303) 999-4225 Fax: (303) 999-4325 9. Proposed Total Measured Depth: 10,200' 10, Qtfar SENW Sea 1 Latitude: 39.555930 Footage At Surface: 11. Field Name: Grand Valley 12. Ground Elevation: 8.320' 'i 13085 APD Ocg 81 Form 2A Well Number: 1-31D Unit Number. WELL 'MOTION INFORMATION Twp: bS , ling: 97W Meridian: Longitude: 108.171330 14. GPS Data: Date of Measurement 04/19/07 11902' r 13: County: Well location plat Sopo map Mineral lease map Surface agrmt/Surety 6th P.M. 30 Daynoske letter Deviated Ddi9hg Plan 0 Field Number. 31290 Garfield Exception Location Request Exception Loc Waivers u 1 PDOP Readingy 25 Instrument Operators Name: Robert Wood H2S Contingency Plan Federal Dulling Permit 15. if well is: m Orectional! 0 Horizontal (highly derided) RUM Footage At Top of Prod Zone: I 4020 ( NQ 11660 .day, 16. Is location in a high density eel (Rule 603b)7 Yes; i EinNo 17. Distance to the nearest building, public road, above ground utility or railroad: 3 miles 18. Distance to Nearest Property Like: 586' 19. Distance to nearest well permftedkompfeted in the same formation: 328' 20. submit deviated drlging plan. Bottomhole Sec Twp Rng: Sec. 1 -6S -97W E:lAt Bottom Hole: 14020 1 N[] 1 660 1 Objective Formalion(s) Williams Fork LEASE, SPACING AND POOLING INFORMATION Formation Code$paa�m Onfer Number (s) Ur* Acreage Assigned to Well WMFK .510-25 -553 Unit Configuration (1412, SE/4, etc.) N/2 21. Mineral Ownenthip: Fee State Federal = laden Lease # 22. Surface Ownership: a State i eras Main23. Is the Surface Owner also the funeral Owner? LLYes • 1.ME Na Surface Surety ID# 23a. If 23 is Yes: is the Surface Owners) signature on t he blase? 111. Yes [2:INo 236. If 23 is No: EISudacb Owners Agreement Atladted Or - v. 000 Blanket Sudace Bond 0$2,000 Surface Bond ❑$5,000 Surface Bond 24. Using standard QtrQtr, Sec, Twµ, Rng fonnat enter entire mineral lease description upon which this proposed wellsite is located (attach separate sheetlmap if you prefer): Please see Lease Map attached to original APD (Lease #3) Berry Petroleum owns surface. 25. Distance to Nearest Mineral Leese Line: 3172' ; 26. Total Acres h Lease: 5.165 DRILLING PLANS AND PROCEDURES 27. Is H2S anticipated? ❑ Yes m No $ Yeet, attach conti en plan. 28. WIII salt sections be encounterefl cuing dnhIlng? 'yes No 20. Will salt (>15,000 ppm TDS CI) prod based muds be used du ' B drillihg? YesNo 30. If questions 27 or 28 area is this locafion in a sensitive area (Rule 903)? Yes ® No If 28, 29 or 30 ala "yes" a pit permit maybe required. 31. Mud disposal: + + ORSitg gl Onsite Method: jJ Land Fanning m Land,Spreading ED Disposal Facility El Other: NOTE The use of an earthen pit forRecompletion fluids rets a kit permit (Ruie 905b.) If air/gas dulling, notify local fire officials. String Size of HoleSize of Casing Weight per Foot Setting Depth Sacks Cement Cement Bottom Cement Top Conductor 30 20 55 90 140 90 0 Surface 16 9 5/8 x 1.9 6 2.000 1D00 2 000 0 41/2 1' .r 10,200 600 10,200 200' above 32. BOP Equipment Type: PA Annular Preventor 33. Comments I certify there has nQChanaes in' No ria on site. Pad has been Nat Tod ruble Ram Rotating Head None d use. lease dascriatiou (exceet for the etriha information), ells have been drilled from this Dad. Berry Petroleum owns surface 34. Initial Rule 306 ConsuitalIonitook place on (date). 171- ,was waived, or Is not required. Provide supporting documentation if consultation has been waived or If good faith effort did not reeled :i r,c6nsultatfon. PERMIT SUBMITTED TO COGCC PRIOR TO COMpLIi4NCE WITH RULE 306 CONSULTATION SHALL BE RETURNED UNAPPROVED. I hereby certify that a complete permit package has :bee sent to the applicable Local Government Designee(s), and all statements made In this form are, to the best of my lawwledg the, correct and ca WMFK Signed: Title: Permitting Agent Print Name: Janni Keidel Date: 12/22/08 Email: Jekcbry.com Based on the information provld. :In, ell nn fob Permit4o-Oriel complies with COGCC Rules and applicable orders and Is hereby approved. -4,�z) Director of COGCC Date: a l a i- 4a�g Permit Number2008855.8: f � Expiration Date: a. /a, S /ap-i q CONDrtgNS OF APPROVAL, IF ANY: SEE ATTACHED PAGES: CONDITIONS OF APPROVAL AND NOTICE TO OPERATORS COGCC Approved: API NUMBER °5-04 6-14Qz4joo CONDITIONS OF APPROVAL BERRY 1-31D 24 HOUR SPUD NOTICE REQUIRED. E-MAIL: david.andrews@state.co.us NEW GARFIELD COUNTY RULIISON FIELD NOTICE TO OPERATORS. NOTE: ALL NOTICES SHALL BE GIVEN. VIA E-MAIL. SEE ATTACHED NOTICE RESERVE PIT MUST BE LINED. CEMENT TOP VERIFICATION BY CBL REQUIRED. OPERATOR MUST ENSURE 110 PERCENT SECONDARY CONTAINMENT FOR ANY VOLUME OF FLUIDS CONTAINED AT WELL SITE DURING, DRILLING AND OPERATOR MUST IMPLEMENT FLUIDS ARE CONVEYED VIA PIPELINE, COMPLETION OPERATIONS. I BEST MANAGEMENT PRACTICES TO CONTAIN ANY UNINTENTIONAL RELEASE OF FLUIDS. THE MOISTURE CONTENT OF ANY DRILL CUTTINGS IN A CUTTINGS PIT, TRENCH, OR PILE SHALL BE AS LOW AS PRACTICABLE TO PREVENT ACCUMULATION OF LIQUIDS GREATER THAN DE MINIMIS AMOUNTS. AT THE TIME OF CLOSURE, THE DRILL CUTTINGS MUST ALSO MEET THE APPLICABLE STANDARDS OF TABLE 910-1. THE PROPOSED SURFACE CASING IS MORE THAN 50' BELOW THE DEPTH OF THE DEEPEST WATER WELL WITHIN 1 MILE OF THE SURFACE LOCATION WHEN CORRECTED FOR ELEVATION (DIFFERENCES. THE DEEPEST WATER WELL WITHIN 1 MILE IS 000 FEET DEEP. THE OPERATOR SHALL COMPLY WITH RULE 321. AND IT SHALL BE THE OPERATOR'S RESPONSIBILITY TO ENSURE THAT THE WELLBORE COMPLIES WITH SETBACK REQUIREMENTS IN COMMISSION ORDERS OR RULES PRIOR TO PRODUCING THE WELL. FORM 2 State of(olhrado 011 and Gas Conservadol Commission 1120 Lincoln Street, Suite 801, Denver, Caloredoi203:phone (303)894-2100 Fac(303)B94.21o9 APPLICATION FOR PERMIT TO: 1. ® Drill, ❑ Deepen, ❑ Re-enter, i❑ Recomplete and Operate 2. TYPE OF WELL .• C�',',�u--� SIN ONE .COAL MULTIPLEZONE .COMMINGLEZONESC 3. Name or Operator Berry Petroleum Company ' 4, COGCC Operator Number. 10091 5. Address: 1999 Broadway, 'Suite #3700 City: Denver State: . CO; Zip: 80202 B. Contact Name: Janni Keide( 7. Well Name: Berry Refiling Sidetrack Phone: (303) 999-4225 Fax (303) 999-4325 8. Unit Name (if ape!)_ 9. Proposed Total Measured Depth: 10. QtrQII SENW Sec 1 Latitude: 39.555959 10,200' ' APD Or1g 811 Copy Form 2A COGCC wag location plat Well Number: 1.32D Tope map Unit Number. Mineral lease map WELL LOC.1 INFORMATION Twp: Rng: 97W Meridiem 6th P.M. Longitude: 108.171291 Footage At Surface: 11. Field Name: Grand Valley 12. Ground Eevallon: 8,320' ! 3074 SL Field Number. 31290 13. oul ty: Garfield 14. GPS Data: (- I Date of Measurement 04109,107 PDOPRaading:12.5 Surface arra/Surety 30 Day notice letter Deviated ['riding Plan cxceptlon Location Request Exception Loc Waives H2S Contingency Plan Federal DrU0ng Permit Instrument Operator's Name: Robert Wood L 15. hell is: 0 Directional 1 ❑ Horizontal ihr,710 deuiated), submit deviated drilling plan. Bottomhole Sec Twp Rng: Sec. 1 -6S -97W FWFSL, FELIFW.. Footage At Top of Prod Zone: 13720 1N❑ 1.660 1 WQAt Bottom Hole: I=1 16. Is location in a high density area (Rule 603b)? 1:=1 Yes; Ill No 17. Distance to the neares(bulkflngi public road, above ground utility or, railroad 3 miles 18. Distance to Nearest Property Lime: 586' 19. Distance to nearest well permittedkompieted in the same formation: 256' 20. LEASE, SPACING AND POOLING INFORMATION 13720 1 1 660 1 Objective Formation(:) Williams Fork Formation Cod WMFK Spacing Order Number (s) 10-25 Unit Acreage Assigned to Well 553 Unite r11 uraton (Nf2, SE/4, etc.) N2 21. Mineral Ownership:FOe tate Federal S Indian tease # 22. Surface Ownership: Fee Federal I. Indian 23. Is the Surface owner also the fvineral Owner LL ?Yes i in No Surface Surety ID# 23a, If 23 is Yes: Is the Surfrce Owner(s) signature on the Base? .. Yes JNo 23b. If 23 Is No: faSurfaca Owners Agreement Ateacned or IME �. .000 Blanket Surface Bond C1$2,000 Surface Bond ❑$5,000 Surface Bond 24. Using standard QtrQtr, Sec, Two, Rng format enter entire rr inerol lease description upon which this proposed wellsite Is located (attach separate sheet/map if you prefer): Please see Lease Map attached to original AP@ (Lease #3) Berry Petroleum owns surface. 25. Distance to Nearest Were! Luse Line: 3189' 28. Total Acres in Lease: 5.165 DRILLING PLANS AND PROCEDURES 27. Is FDS anticipated? a dies J No II Y attach envy plan. 28. Will salt sections be encountereddulng drifting? Yes No 29. Will salt (>15,000 ppm TDS Cl) r oil based muds be used during drilling? YesNo 30. if questions 27 or 28 are yes, is his location in a sensitive se (Rule 903)? Yes ® No ft28, 29 or 30 are "Yes' a pit p.m*maybe required. 31. Mud disposal ONslte UZI Onsite , Method: Land Fanning m Land Spreading C] Disposal Facility ❑ other. NOTE The use of an earthen pit for Rec mple0on fluids requires a perm0 (Rule 905b.) If airigas d11ing, • local tire officals. String Size of Hole ; Size of Casing • ht Per Foot Setting Depth Sacks Cement Cement Bottom Cement Top Conductor 30 Surfar.cr1 Fi Production 8.75 x 7.875 20 95/8x1.9 41/2 36 90 1.1.6 2.000 10,200 100 1000 6110 90 2,000 10,200 Ii.Tool 32. BOP Equipment Type: ZI Annular Precentor D:tibia Ram I23 Rotating Head ❑ None 33. Comments I certify there has no chances irniLand use. ease description (except for the Strin_infarmation). No ria on site. Pad has been bu it. Wells have been drilled from this Dad. Berry Petroleum owns surface. 34. Initial Rule 306 Consultatton''took place on (date) _pia ,was waived, or is not required. Provide supporting documentation if consultation has been waived or If good faith effort did not result i cdisultation. PERMIT SUBMITTED TO COGCC PRIOR TO COMPLIANCE WITH RULE 306 CONSULTATION SHALL BE RETURNED UNAPPROVED. I hereby certify that a complete permit package has been sent to the applicable Local Govemment Designee(s), and all statements made in this form are, to the best of my kno Etrue, correct, and corn: etel Signed: �.�} .d[.441� _ 1 r �' Print Name: Janni Keidel 0 0 200' above WMFK Title: Permitting Agent - ;L Date: 12/22/08 Email: le€.aptry.com Based on the infomhaUon provide' n, this #ratio fort Se it -to -Drill complies with COGCC Rules and applicable orders and Is hereby approved. COGCC Approved: ��.• r •e Director of COGCC Dale: a /.942 API NUMBER 05.045 -14L023 O0 CONDI7ioNS 2A RQV !F ANY:5 2 Permit Number Expiration Date: .2 �S /10/0 SEE ATTACHED PAGES: CONDITIONS OF APPROVAL AND NOTICE TO OPERATORS CONDITIONS OF APPROVAL BERRY 1-32D 24 HOUR SPUD NOTICE REQUIRED. E-MAIL: david.andrews@state.co.vs NEW GARFIELD COUNTY RULISON FIELD NOTICE TO OPERATORS. NOTE: ALL NOTICES SHALL. BE. GIVEN. VIA E-MAIL. SEE ATTACHED NOTICE RESERVE PIT MUST BE LINED. CEMENT TOP VERIFICATION BY CBL REQUIRED. OPERATOR MUST ENSURE 110 PERCENT SECONDARY CONTAINMENT FOR ANY VOLUME OF FLUIDS CONTAINED AT WELL SITE DURING DRILLING AND COMPLETION OPERATIONS. IF FLUIDS ARE CONVEYED VIA PIPELINE, OPERATOR MUST IMPLEMENT BEST MANAGEMENT PRACTICES TO CONTAIN ANY UNINTENTIONAL RELEASE OF FLUIDS. THE MOISTURE CONTENT OF ANY DRILL CUTTINGS IN A CUTTINGS PIT, TRENCH, OR PILE SHALL BE AS LOW AS PRACTICABLE TO PREVENT ACCUMULATION OF LIQUIDS GREATER THAN DE MINIMIS AMOUNTS. AT THE TIME OF CLOSURE, THE DRILL CUTTINGS MUST ALSO MEET THE APPLICABLE STANDARDS OF TABLE 910-1. THE PROPOSED SURFACE CASING IS MORE THAN 50' BELOW THE DEPTH OF THE DEEPEST WATER WELL WITHIN 1MILE OF THE SURFACE LOCATION WHEN CORRECTED FOR ELEVATION DIFFERENCES. THE DEEPEST WATER WELL WITHIN :1 MILE IS 000.FEET DEEP. THE OPERATOR SHALL COMPLY WITH RULE 321. AND IT SHALL BE THE OPERATOR'S RESPONSIBILITY TO ENSURE THAT THE WELLBORE COMPLIES WITH SETBACK REQUIREMENTS IN COMMISSION ORDERS OR RULES PRIOR TO PRODUCING THE WELL. t FORM 2 Rev 12105 1. ® Drill, State of Colorado 011iand Gas Conservation Commission 1120 Lincoln Sheat, Suite 801, Denver, Colaado 80203 Phone: (303)894-2100 Faic(303)894-2109 APPLICATION FOR PERMIT TO: Ej De n, 0 Re-enter, a Recomplete and Operate 2 TYPE OF WELL OILEI SINGLE ZON COALBED❑ OTHER: MULTIPLE ZONES 3. Name of Operator: Berry Petroleum Company 5. Address: 1999 Broadway,' Suite #3700 City: Denver Refiling Sidetrack COMMINGLE ZONES 4. COGCC Operator Number: 10091 State: 'CO Zip: 80202 Complete the Attachment checklist 6. Contact Name: Janni Keidel Phone: (303) 999-4225 Frac (303) 999-4325 7. Well Name: Berry Well Number. 1-33D 8. Unit Name (Nape!): Unit Number. 9. Proposed Total Measured Depth: 10,200' r 10. QIfQIr: SENW sea 1 Latitude: 39.555987' Footage At Surface: 11. Field Name: Grand Valley 12. Ground Elevation: 8,320' 3064 14. GPS Data: Date of Measurement 04/09/07 PDOP Reading:f 2.5 Instrument operator's Name: Robert Wood APD Odg $1 Copy OP COGCC Form 2A Weil location pal opo map WELL LOCATION INFORMATION Twp: 6S Rng: 97W Merkgan: 6th P.M. Longitude: 108.171253 J1.1924 1 El Field Number 31290 13. pounty: Garfield Mineral lease map Surface aril/Surety notice fiber Deviated Driing Plan Emotion Location Request Exception Loc Waivers H2S Contineg nay Plan Federal Drift ng Permit 15. If well is: 0 Directional EJ Horizontal (highly deviate, )660 Footage At Top of Prod Zone: EMMEN 0` • submit deviator) drilling plan. Boltomhole Sec Twp Rng: Sec. 1 -6S -97W relrwl. WlAt Bottom Hole: 16. Is began in a high density area (Rule 803b)? 0 Yes; Q No 17. Distance to the nearest building, public road, above ground utility or railroad: 3 miles 18. Distance to Nearest Properly Line: 586' 19. Distance to nearest well permitted/completed in the same formation: 318' 20. Obbecbve Formation(s) Williams Fork 13420 1 LEASE, SPACING AND POOLING INFORMATION Formation Code ring Onier Number (s) 15125 WMFK Unit Acreage Assigned to Well 553 1 660 Unit C Ngu2 lion (N/2`SE/4, etc.) 21. Mineral rship. 6le State Federal Indian 22. Surface Ownership: ®Fee BState Federal Indian Lease # 23. Is the Surface Owner also the Mineral Owner? "es ! No � ( Surface Surely ID# 23u. If 23 is Yes: Is the Surface Owner(s) signature on the lease? YesNo fib. If 23 is No: Surface Owners Agreement Attached or L_$25,000 Blanket � Bond ,000 Surface Bond ❑$5,000 Surface Bond 24. Using standard QIrQtr, Sec, Twp, Rng format enter entire mineral lease description upon which this proposed website is located (attach separate sheet/map if you prefer): Please see Lease Map attached to original APD (Lease #3) Berry Petroleum burns surface. 25. Distance to Nearest Mineral Lease Line: 2829' ' 28. Total Acres in Lease: 5.165 DRILLING PLANS AND PROCEDURES 27. Is H2S antidpated? El Yes m No Yes, attach con fs�enc�r plan. 28. Will salt sections be encountered duing drilling? Yes 29. Will salt (>15,000 ppm TDS CI) or oil based muds be used during drilling? Yes 30. U questions 27 or 28 are yes, is this location In a sensitive area (Rule 903)? Yes 31. Mud disposal: Malta ® Onsite Method: 8 Land Fanning m Land Spreading El Disposal Facility 0 Other. NOTE The use of an earthen pd for RecompIe3on fluids requires a pit permit Tule 905b.) ti air/gas MIN, local local Ire officials. Siring Size of Hole , Size of Casing ! Weight Per Foot Setting Depth I Sacks Cement Conductor 30 20 65 90 No EB No No N 28, 29 or 30 are "Yes" a pit permit maybe required. Surface Production 16 • , 9518x1.9 8.75 75 4 1/2 36 11.6 2,000 10 200 1QQ 1000 Stolle Tool 6.00 Cement Bottom 90 2 000 1 0j,200 0 Cement Top 200' above WMFK 32. BOP Equipment Type: AnnularPreventorDouble Ram m Rotating Head ED None 33. Comments I certify there has no changes in' Land use lease description (except for the String Information). No ria on site. Pad has been built. Wells have been drilled from this Dad. Berry Petroleum owns surface. ,was waived, or Is not required. Provide supporting documentation if consultation 34. Initial Rule 308 Consultation hook place on (date) gra, has been waived or k good faith effort did not resuli talion. PERMIT SUBMITTED TO COGCC PRIOR TO COMPLIANCE WITH RULE 306 CONSULTATION SHALL BE RETURNED UNAPPROVED. I hereby certify that a complete permit package has I;eeri sent to the applicable Local Govemment Designee(s), and all statements made in this form are, to the best of my knowle d : , correct, and ti tea. • Signed: Title: Permitting Agent Print Name: Janni Keidel Date: 12/22/08 Email: Jek@bry.com Based on the information p COGCC Approved: API NUMBER 05'045.14(p22 -o0 SFhi 1Zr:0-Drill complies with COGCC Rules and applicable orders and B hereby approved. Date: /2. b Expiration Date: a /a.5 / j.or cam, Director of COGCC Permit Number, 20 �8 5 5 CONDITIONS OF APPROVAL, IF ANY: SEE ATTACHED PAGES: CONDITIONS OF APPROVAL AND NOTICE TO OPERATORS CONDITIONS OF APPROVAL BERRY 1-33D 24 HOUR SPUD NOTICE REQUIRED. E-MAIL: david.andrews@state.co.us NEW GARFIELD COUNTY RULISON FIELD NOTICE TO OPERATORS. NOTE: ALL NOTICES SHALL BE GIVEN VIA E-MAIL. SEE ATTACHED NOTICE RESERVE PIT MUST BE LINED. CEMENT TOP VERIFICATION BY CBL REQUIRED. OPERATOR MUST ENSURE 110 PERCENT SECONDARY CONTAINMENT FOR ANY VOLUME OF FLUIDS CONTAINED AT WELL SITE DURING DRILLING AND COMPLETION OPERATIONS. IF FLUIDS ARE CONVEYED VIA PIPELINE, OPERATOR MUST IMPLEMENT BEST MANAGEMENT PRACTICES TO CONTAIN ANY UNINTENTIONAL RELEASE OF FLUIDS. THE MOISTURE CONTENT OF ANY DRILL CUTTINGS IN A CUTTINGS PIT, TRENCH, OR PILE SHALL BE AS LOW AS PRACTICABLE TO PREVENT ACCUMULATION OF LIQUIDS GREATER THAN DE MINIMIS AMOUNTS. AT THE TIME OF CLOSURE, THE DRILL CUTTINGS MUST ALSO MEET THE APPLICABLE STANDARDS OF TABLE 910-1. THE PROPOSED SURFACE CASING•IS MORE THAN 50' BELOW THE DEPTH OF THE DEEPEST WATER WELL WITHIN 1MILE OF THE SURFACE LOCATION WHEN CORRECTED FOR ELEVATION DIFFERENCES. THE DEEPEST WATER WELL . WITHIN 1 MILE IS 000.FEET DEEP. THE OPERATOR SHALL COMPLY WITH RULE 321. AND IT SHALL BE THE OPERATOR'S RESPONSIBILITY TO ENSURE THAT THE WELLBORE COMPLIES WITH SETBACK REQUIREMENTS IN COMMISSION ORDERS OR RULES PRIOR TO PRODUCING THE WELL. ( FORM 2 Rev 12105 State of Colorado ONand Gas Conservation Commission 1120 Lincoln Street, Sake 801, Denver, Colorado 9003 Pion: (303)894-2100 Fax(303)&94.2109 APPLICATION FOR PERMIT TO: 0 Deepen, Re-enter, 0 Recomplete and Operate 1. Drill, 2.. TYPE OF WELL Ming S OLD COALbEDO OTHER:; Sidetradefra ck SINGLE Z0MULTIPLE ZONES COMMINGLE ZONES 3. Name of Operator: Berry Petroleum Company 4. COGCC Operator Number. 10091 5 Address: 1999 Broadway, Suite #3700 City: Denver 6. Contact Name: Janni Keldel Complete the Attachment Checklist oP caeca State: CO Zip: 80202 7. Well Name: Berryl APD Odg 81 Copy Form 2A Phone: (303) 999-4225 Fax (303) 999-4325 -Neil wagon Nat Well Number 1-340 S. Unit Name (if appl): 9. Proposed Total Measured Depth: 10,200' • 10. Quiatr: SENW o; 1 Latitude: 39.556015 Footage At Surface: 11. i'reb Name: Grand Valley 12. Ground Elevation: 8,320' 3054 Tops map 1✓ Unit Number. WELL LOCATION INFORMATION Twp: 68 Rng: 97W Meridian: 6th P.M. Longitude: 108.171214 Eln+urs. FEUFWL 11935 Feld Number 31290 13. County: Garfield 14. GPS Data: Date of Measurement: 04/09/07 PDOP Reading: 2.5 Mineral lease map Surface agnnt/Staety 30 Day notice letter Deviated Drilling Plan Exception Location Request Exception LocWaivers H2S Contingency Plan Federal On1ling Permit Instrument Qperator's Name: Robert Wood 15. If well is: m Directional! Et Horizontal (highly deviated), Fwhs� Footage At Top of Prod Zone: submit deviated drilling plan. Bottomhole Sec Twp Rng: SeC. 1 -6S -97W Fan& Rt11FSL WIAt Bottom Hole: 1660 13120 1 660 16. Is location in a high density area (Rule 603b)? El Yes © No 17. Distance to the nearest building, public road, above ground utility or railroad: 3 miles 18. Distance to Nearest Property Line: 586' 19. Dlstance to nearest well permitted/completed in the same formation: 307' 20. ❑,'-.6aFormat° st Williams Fork T Formation Code TV! LEASE, SPACING AND POOLING INFORMATION 5i-dn! Order Number 510-25 s Unit Aa ' ned to Well 553 Unft , uration N/2, SE/4, etc. / 21. Mineral Ownership: Fee State Mil Federal 22. Surface Ownership: iFee State ® Federal 23. Is the Surface Owner also the Mineral Owner? F1 Yes No Surface Surety ID# 238. If 23 is Yes: Is the Surface Owner(s) signature on the lease? Yes No 23b. If 23 is No: I Surlacp Owners Agreement Attached or $25,000 Blanket Surface Bond$2,000 Surface Bond 0$5,000 Surface Bond 24. Using standard OtrQtr, Sec, Twp, Rng format enter entire mineral lease description upon which this proposed wellsite is (attach separate sheet/map If you prefer): Please see Lease Map attached to original APD (Lease #3) Berry Petroleum owns surface. 25. Distance to Nearest Mineral Lease Line: 2578' Indian Indian Lease # 26. Total Acres in Lease: 5.165 DRILLING PLANS AND PROCEDURES 27. Is H2S anticipated? ID Yes JJ No If Yes, attach con' n plan. 28. Will salt sections be encountered cluing drilling? Yes No 22. Will salt (>15,000 ppm TDS CI) Pr oil based muds be used during drilling? Yes No 3G. If questions 27 or 28 are is Anis location in a sensitive area (Rule 903)? Yes No ff 28, 29 or 30 are "Yes" a pf pit maybe required. 31. Mud disposal: offsite ® Onsite Method: Land Farming m Land Spreading a Disposal Facility 0 Other: NOTE: The use of an earthen for Recall etinn fluids requires a .'t , : moil Rule 905b. N air/, as dritiin, , not local fire officials. String Size of Hole : Size of Casing Weight Per Foot Setting Depth Sacks Cement Cement Bottom Cement Tap Conductor 30 20 55 90 100 90 0 Surface 16 _a 5/8 x t9 3 2,000 MO 2000 0 Production 8.75 x 7.875 4 1/2 11.6 10,200 600 10,200 200' above Stage Tool WMFK 32 BOP Equlpment Type: FA Annular Preventor fJ Double Ram MI Rotating Head ED None 33. Comments I certify there has no clean ►es in Land usff, lease descriDtiQn (exceot for the Stili a infarmaticr0._ No ria on site. Pad has been built. Wells have been drilled from this Dad. Berry Petroleum owns surface. 34. Mat Rule 306 Consultation took place on (date) -was waived, or is not required. Provide supporting documentation If consultation has been waived or if good filth effort did not result m conauhation. PERMIT SUBMITTED TO COGCC PRIOR TO COMPLIANCE WITH RULE 306 CONSULTATION SHALL BE RETURNED UNAPPROVED. I hereby certify that a complete permit package has been sent to the applicable Local Govemment Designee(s), and all statements made in this form are, to the best of my knowl e true, correct, and complete. Signed: Title: Permitting Agent Print Name: Janni Keidel Date: 12/22/08 Email: le kfdlbry.oam Based on the information prove cram, COGCC Approved: API NUMBER '0,66 -141021-cO Peer It Number. CONDITIONS OF APPROVAL, IF ANY: r P»rmit-to-Drill compiles with COGCC Rules and applicable orders and Is hereby approved. 200 1 01 55 Director of COGCC Date: (a b / o� Expiration Date: , /'�S (), 0 SEE ATTACHED PAGES: CONDITIONS OF APPROVAL, AND NOTICE TO OPERATORS CONDITIONS OF APPROVAL BERRY 1-34D 24 HOUR SPUD NOTICE REQUIRED. E-MAIL: david,andrews@state..co.us NEW GARFIELD COUNTY RULISON FIELD NOTICE TO OPERATORS. NOTE: ALL N.O.TICES. SHALL BE GIVEN. VIA E-MAIL. SEE ATTACHED NOTICE RESERVE PIT MUST BE LINED. CEMENT TOP VERIFICATION BY CBL REQUIRED. OPERATOR MUST ENSURE 110 PERCENT SECONDARY CONTAINMENT FOR ANY VOLUME OF FLUIDS CONTAINED AT WELL SITE DURING. DRILLING AND COMPLETION OPERATIONS. IF FLUIDS ARE :CONVEYED VIA PIPELINE, OPERATOR MUST IMPLEMENT BEST MANAGEMENT PRACTICES TO CONTAIN ANY UNINTENTIONAL RELEASE OF FLUIDS. THE MOISTURE CONTENT OF ANY DRILL CUTTINGS IN A CUTTINGS PIT, TRENCH, OR PILE SHALL BE AS LOW AS PRACTICABLE TO PREVENT ACCUMULATION OF LIQUIDS GREATER THAN DE MINIMIS AMOUNTS. AT THE TIME OF CLOSURE, THE DRILL CUTTINGS MUST ALSO MEET THE APPLICABLE STANDARDS OF TABLE 910-1. THE PROPOSED SURFACE CASING IS MORE THAN 50' BELOW THE DEPTH OF THE DEEPEST WATER WELL WITHIN 1MILE OF THE SURFACE LOCATION WHEN CORRECTED FOR ELEVATION DIFFERENCES. THE DEEPEST WATER WELL WITHIN 1 MILE IS 000 FEET DEEP. THE OPERATOR SHALL COMPLY WITH RULE 321. AND IT SHALL BE THE OPERATOR'S RESPONSIBILITY TO ENSURE THAT THE WELLBORE COMPLIES WITH SETBACK REQUIREMENTS IN COMMISSION ORDERS OR RULES PRIOR TO PRODUCING THE WELL. FORM Rev 112105 State of Colorado Oil and Gas Conservation Commission 1120 Um& Street, Suite 801, Denver, Colorado 80203 Phone: (303)8842100 Fas(303)894-2108 APPLICATION FOR PERMIT TO: 1. ® Dnll, 0 Deepen, 0 Re-enter, ED Recompiete and Operate 2. TYPE OF WELL sr] Relang OILO COALBED❑ OTHER: SINGLE ZONE `MULTIPLE ZONES} COMMINGLE ZONE 3. Name of Operator: Berry Petroleum Company 5. Address: 1999 Broadway, :Suite #3700 Sidetrack 4. COGCC Operator Number. 10091 DEC 2 6 2008 PluggeOGGC City: Denver State: CO Zip: 80202 6. Contact Name: Janni Keidei; Phone: (303) 999-4225 Roc (303) 999-4325 Wet Number: 1-35D 7. Well Name: Berry 8. Unit Name(ifappf: 9. Proposed Total Measured Depth: 10,200' 10. Oar SENW 1 WELL LOCATION INFORMATION Sec: Twp: 6S Rng: 97W Menden: 6th P.M. Latitude: 39.556042 Longitude: 108.171176 Complete the Attachment Che Iddlet APO Orig & 1 Copy Form 2A 0P caor:c Well location plat Tope map Unit Number Footage At Surface: 13044 11. Field Name: Grand Valley 11945 Field Number. 31290 12. Ground Elevation: 8,320' 13. County. Garfield Mineral lease rnap Surface agrmt/Studty 30 Day notice let's Deviated Drilling Plan Exception Loci#lon Request Exception Loc Waivers 14. GPS Data: Date of Measurement 04/09/07 POOP Reading: 2.5 Instrument Operator's Name: Robert Wood H2S Contingency Pian Federal Drtling Permit 15. If wet is: Directional ID Horizontal (highly deviated), submit deviated drilling plan. Bottomhole Sec Twp Rng: Sec. 1 -6S -97W FEUMIL MUM Footage At Top of Prod Zone: 12820 NQ 1660 1FELIM WEAt Bottom Hole: 12820 1 1 660 1 [1N 16. Is location in a high density area (Rule 603b)? El Yes 0 No 17. Dlstance tote nearest bulking, public road, above ground utility or railroad: 3 miles 18. Distance to Nearest Property Line: 586' 19. Distance to nearest well permitted/completed in the same formation: 307' 20. Okctive Formation(s) Formation Code Williams Fork SFR LEASE, SPACING AND POOLING INFORMATION Sparing Order Number (s) 510-25 Unit Acreage Asegned to Well 21. Mineral0wnership: Fee tate Federal 22. Surface Ownership: Fee State ederal 553 ndian Lease # ndian 23. Is the Surface Owner also the Mhteral Owner? Yes 1 No Surface Surety ID# 23a If 23 is Yes: Is Bre Surface Owner(s) signature on the lease? l Yes ONo 23b. I23 is No: DSurlace Owners Agreement Mashed or $25,000 Blanket Surface Bond $2,000 Surface Bond 0$5,000 24. Using standard QtrQlr, Sec, Twp, Rng format enter entire mineral lease description upon which this proposed wellsite is located (attach separate sheetl ap if Please see Lease Map attached to original APD (Lease #3) Berry Petroleum owns surface. Unit Conftgurationl(NR, SEM, etc.) 25. Distance to Nearest Mineral Leve Line: 2284' 26. Total Anes in Lease: 5.165 DRILLING PLANS AND PROCEDURES 27. Is H2S anticipated? 1=1 Yes m No If Yes, attach conti en plan. 28. Will salt sections be encountered duing drilling? J Yes No 29. Wit salt (>15,000 ppm TDS CI) or of based muds be used during drilling? YesNo 30. If questions 27 or 28 are yes, is this location in a sensitive area (Rule 903)? Yes ® No IF 28, 29 or 30 are "Yee a pit permit may be required. 31. Mud disposal: Offsite roOnsite Method: Land Farming m Land Spreading Disposal Facility [J Other. NOTE: The use of an earthen pin for Remmplet on fluids requires a pit permits (Rule 905b.) If aidges drlltnoYnoSfy local fire officials. Size of Casing Surlbae Bond you prefer): String _Conductor ,Surface Pruction Size of Hole 30 16 8.75 x 7.875. 20 9518x,9 4 1/2 Weight Per Foot 55 _ 36 1'1.8 Setting Depth 90 2,000 10,200 Sacks Cement 100 1000 600 Cement Bottom 90 2,000 '10,200 _ eTaol WMFK 32. BOP Equipment Type: 0 Annular Preventor m Double Ram CZ Rotating Head El None 33. Comments i certify there has no changes in Land use, lease description (excuzpt far the String information ), No ria on site. Pad has been built. Wells have been drilled from this Dad. Berry Petroleum owns surface. 34. Inittal Rule 306 Consultation took place on (date) rli 8 ,was waived, or is not required. Provide supporting documentation if consultation has been waived or if good faith effort did not result In consultation. PERMIT SUBMITTED TO COGCC PRIOR TO COMPLIANCE WITH RULE 306 CONSULTATION SHALL BE RETURNED UNAPPROVED. I hereby certify that a complete permit package has beensent to the applicable Local Government Designee(s), and all statements made In this fomt are, to the best of my knowledge�:lw�, correct, and com p'Irk Cement Top 0 0 I 200'above Signed: Title: Permitting AAneent Based on the Information provid COGCC Approved: Print Name: Janni Keidel Date: 12/22/08 Email: Jek@bry.cam VeIn, this ca r Permit -to -Drill complies with COGCC Rules and applicable orders and Is hereby proved. i '"_'r_J11"L" _.4.,&---A Director of COGCC Date:. /2 /aoci Expiration Date: a las /lo API NUMBER �� - t4tozc Permit Number. 20088.554 CONDITIONS OF APPROVAL, IF ANY: SEE ATTACHED PAGES: CONDITIONS OF APPROVAL, AND NOTICE TO OPERATORS CONDITIONS OF APPROVAL BERRY 1-35D 24 HOUR SPUD NOTICE REQUIRED. E-MAIL: david.andrews©state..co.us NEW GARFIELD COUNTY RULISON FIELD NOTICE TO OPERATORS. NOTE: ALL NOTICES. SHALL BE GIVEN. VIA E-MAIL. SEE ATTACHED NOTICE RESERVE PIT MUST BE LINED. CEMENT TOP VERIFICATION BY CBL REQUIRED. OPERATOR MUST ENSURE 110 PERCENT SECONDARY CONTAINMENT FOR ANY VOLUME OF FLUIDS CONTAINED AT WELL SITE DURING DRILLING AND COMPLETION OPERATIONS. IF FLUIDS ARE CONVEYED VIA PIPELINE, OPERATOR MUST IMPLEMENT BEST MANAGEMENT PRACTICES TO CONTAIN ANY UNINTENTIONAL.RELEASE OF FLUIDS. THE MOISTURE CONTENT OF ANY DRILL CUTTINGS IN A CUTTINGS PIT, TRENCH, OR PILE SHALL BE AS LOW AS PRACTICABLE TO PREVENT ACCUMULATION OF LIQUIDS GREATER THAN DE MINIMS AMOUNTS. AT THE TIME OF CLOSURE, THE DRILL CUTTINGS MUST ALSO MEET THE APPLICABLE STANDARDS OF TABLE 910-1. THE PROPOSED SURFACE CASING IS MORE THAN 50' BELOW THE DEPTH OF THE DEEPEST WATER WELL WITHIN 1MILE OF THE SURFACE LOCATION WHEN CORRECTED FOR ELEVATION DIFFERENCES. THE DEEPEST WATER WELL WITHIN 1 MILE IS 000 FEET DEEP. THE OPERATOR SHALL COMPLY WITH RULE 321. AND IT SHALL BE THE OPERATOR'S RESPONSIBILITY TO ENSURE THAT THE WELLBORE COMPLIES WITH SETBACK REQUIREMENTS IN COMMISSION ORDERS OR RULES PRIOR TO PRODUCING THE WELL. 4tate r FORM7011,1,10:1111r Rev 12/05 011 and Gas Conservation Commission 1124 Uneahl Street Suits 801. Denier, Cdaado 80203 Phone: (303)894-2100 Fac:003)894-2109 APPLICATION FOR PERMIT TO: I. Vij DIR. a Deepen, I Reamer, 1=3 Reoomplete and Operate 2. TYPE OFWELL OI�O GAS COALBED aniER SINGLE MULTIPLEZONESn COMMINGLEZONESf 3. Name of Oman= Berry Petroleum Company 4. COGCC operabr Nurnbrr. 10091 5. Address: 1999 Broadway, Suite #3700 Cly: Denver State: CO Zip: 80202 Phone: (303) 999-4225 Fax (303) 999-4325 Wel Number. 32-2D , 6- Contact Name Janni Keidel 7. Well Name: Latham OP coax APO Orig 8' 1 Copy r 8. Unit Name (if aappl): link Nether: 9. Proposed Total Measured Depth 9.79T Form 2A Wei locaII n plat Tepo map Alined lease map WELL LOCATION INFORMATION 10. gam SWSE Sec 32 Twp: 5S Rrg: 96W Meridian: 6th P.M. Latitude 39.567847 • \Longitude: 108.189096 Fh4, w MAYA Footage At Surfaces .0 1585 \ a 11. Field Name: Grand Valley Field Number: 31290 1261 12. Ground Benton: 8,208' 13. County: Garfield Surface apmdlSluety 30 Day notice letter n". Deviated Citing Plan Exceptim toratoe Request J Exeepton Loc Waivers H2S Correngency Plan Federal Ming Permit 14. GPS Data: Date 01I a rement 06/19/06 POOP Rearing: 2.2 Instrument Operator's Name: Robert Wood 15. If we l is: m Directlonal D Horizontal (highly deviated), rxx,Fa ca Footage At Top d Prod Zone: 510 4534El submtdevilled drilling plan. FaiWiL EQAt Bottom Hole: Bottomhde Sec Twp Rng: Sec. 32 -5S -96W ni a 510 534 16. Is location in a high density area (Rule 803b)? 0 Yes III No 17. Distanee to the nearest bulking, pubic road, above ground u8fdy or railroad: 4 miles t8. Distance to Nearest Property tine: 1237' \ 19. Distance to nearest vvel permitedJcompleied in the sante tommt(4n: 325' .,. ObjectiveFonrralion(s) Formation Code Spacing Order Number (s) Unit Acreage Assigred toWell Unit Cordgwakin(Pr2SEt4,e .) Williams Fork WMFK 510-18 320 CSj2 may be required. during drilling? area (Rule 903)? - rA rA - Disposal If nobly FA Land Spree:Mg a pil pemitiFtrile 905b.) other. fluids requires local ire officials. 21. Mineral Ownership: 22. Swfaoe Niters*: 23. Is the Surface Owner also 238 it 23 is Yes: Is the 23b. If 23 is No: EISufface 24. Using standard (ffQtr, Sec, Please see Lease IJ Fee Fax Mineral Orme? Owner(s) Owners Fang format attached Weight Per Foot State Sedls Cement Federal Federal Cement Top dian Indian vas Blanket upon which Petroleum Lease # FA 55 90 100 Surface Surely ION the Surface Twp, Map signature Agreement to original FA Yes the lease? mineral Lease I No on Attached enter entre APD or _825,040 (ease desaipton #2) Berry 1 [JNo Surface Bond 0$2,000 Surface this proposed wellsite is located (attach owns surface. 8.75 x 7 875 Bond • $5,000 Surface Bond separate Shea three If you prefer): 25. Distance to Nearest Mneral Lease Lane: 70\ 110 26. Total Acres in Lease: 4.622 600 27. Is H2S anted? 28. Will salt sections be 29. Will sat (>15,000 ppm 30. If questions 27 or 28 31. Mud disposal: Method: NOTE The use of an earthen ericolnitered TDS ere (] Yes cluing CI} or oil , is this Otfslte Land Fairing Mt for Remrrpieton i No dnlfmg? based muds be used location in a sensitive FA onto If Yes, attach .. :.. = a Yes r1 pian. No Yes Yes Faddy &gas drisfng, No No If 28,29 or 30 are "Yes" a pit permit may be required. during drilling? area (Rule 903)? - rA rA - Disposal If nobly FA Land Spree:Mg a pil pemitiFtrile 905b.) other. fluids requires local ire officials. Slrinj Size of Hole Sze of Casing Weight Per Foot Selmng Depen Sedls Cement Cement Brion Cement Top Conductor 30 20 55 90 100 90 0 Surface 18 9 518 x 1.9 36 2.000 1000 2,000 0 Production 8.75 x 7 875 4 1/2 11.6 9,797 \ 600 9,797 \ 200' above WMFK Stage Tool 32. BOP Equipment 33. Comments ants Type: © I certify there has Annular Preventor no chanties 'n Rotating Heal 0 None (except far the n Double Ram Land use. tease r/ jnfOfmgation). desc4otion No ria on site. Pad has been built. Conductors set. WeSs have been drilled. Berry Petroleum owns surface. ) 34. Initial Rule 306 Consultation took place on (date) has been waived or If good faith effort did not result PERMIT SUBMITTED TO COGCC PRIOR TO COMPLIANCE I hereby certify that a complete permit package has to the best of my knowledge, true, act, and corn Signed: 1 lira \\ ,was waived. 306 printNom: Date: or is not CONSULTATION Local Government 12/31/08 required. P SHALL BE RETURNED Designee(s), and Janni Keidel documentation if consuaatioli In consultat n. WITH RULE been sent to the applicable te. UNAPPROVED. all statements made In Cmla form are, Title: Pe no Agent '--j' \ Emelt iektbry.com Based on the Information COGCC Approved: mereoin lhf� for Pprmit-to-Dim compiles with COGCC Rules and applicable orders and Is hereby approved. Director �X+'C1/ �_1_ U �+ Director ofCOGCC Dale: -'-0-191 Expiration Date: API NUMBER °5-04'-ivto38.00 Permit Number 2 9 9 9 7. 1 CONDITIONS V L i ANY: See Attached Conditions of Approval, Notice To Operators & Wildlife Protection Requirements CONDITIONS OF APPROVAL LATHAM 32-2D 24 HOUR SPUD NOTICE REQUIRED. E-MAIL: david.andrews@state.co.us GARFIELD COUNTY RULISON FIELD NOTICE TO OPERATORS. NOTE: ALL NOTICES SHALL BE GIVEN VIA E-MAIL. SEE ATTACHED NOTICE RESERVE PIT MUST BE LINED. CEMENT TOP VERIFICATION BY CBL REQUIRED. OPERATOR MUST ENSURE 110 PERCENT SECONDARY CONTAINMENT FOR ANY VOLUME OF FLUIDS CONTAINED AT WELL SITE DURING DRILLING AND COMPLETION OPERATIONS. IF FLUIDS ARE CONVEYED VIA PIPELINE, OPERATOR MUST IMPLEMENT BEST MANAGEMENT PRACTICES TO CONTAIN ANY UNINTENTIONAL RELEASE OF FLUIDS. THE MOISTURE CONTENT OF ANY DRILL CUTTINGS IN A CUTTINGS PIT, TRENCH, OR PILE SHALL BE AS LOW AS PRACTICABLE TO PREVENT ACCUMULATION OF LIQUIDS GREATER THAN DE MINIM'S AMOUNTS. AT THE TIME OF CLOSURE, THE DRILL CUTTINGS MUST ALSO MEET THE APPLICABLE STANDARDS OF TABLE 910-1. THE PROPOSED SURFACE CASING IS MORE THAN 50' BELOW THE DEPTH OF THE DEEPEST WATER WELL WITHIN 1MILE OF THE SURFACE LOCATION WHEN CORRECTED FOR ELEVATION DIFFERENCES. THE DEEPEST WATER WELL WITHIN 1 MILE IS 000 FEET DEEP. THE OPERATOR SHALL COMPLY WITH RULE 321. AND IT SHALL BE THE OPERATOR'S RESPONSIBILITY TO ENSURE THAT THE WELLBORE COMPLIES WITH SETBACK REQUIREMENTS IN COMMISSION ORDERS OR RULES PRIOR TO PRODUCING THE WELL. NOTE: ALL NOTICES SHALL BE GIVEN VIA E-MAIL. FORM 2 ew12J05 1. ® Dai, State of Colorado Oil and Gas Conservation Commission 1120 Uncdn Stmt Mean Dorm, Colorado 80203 Phon (303)894.21OO Fac(303)894-2109 APPUCATION FOR PERMIT TO: 0 Deepen. 0 Re -erten, 0 Reoonlplete and Operate 2. TYPE OF WELL O1L� �r----�r COALBED OTHER: SINGLE MULTIPLEZONESrr COMMINGLEZONESI 3. 5. 6. 7. 8. 9. Name of operator Beny Petroleum Company Address: 1999 Broadway, Suite (/3700 City: Denver Contact Name; Janni Keidel 4. COGCC Operator Number: 10091 Complete the AttachmentCheekGet OP CCGCC State: CO Zip: 80202 Phone: (303) 999-4225 Fax (303) 999-4325 Wel Name: Latham Wel Number. 32-3D LAPD Odg & 1 Copy Fonn 2A wet location Llai Una Name (If apply link Number. Proposed Total Measured Depth: 9,760' Tapp Mineral lease map Surface agmaSurely WELL LOCATIN INFORMATION 10. otratr: SWSE Sec 32 'Twp: 5S 'Rog: 96W Meridian: 6th P.M. Latitude 39.567796 ‘Longitude: 108.189011 \ u. ForeegeAtSullace: \ lL ....s, 0 11. Field Name: Grand Valley 12. Ground Leval: 8,209' 1267 1572 Field Number 31290 30 Doy notice letar Deviated Drilling Men Except -n London Request Exception Loc Wlivers H2S Corttimgen y Plan 13. County: Garfield Federal0rerng Permit 14. GPS Data: Date d Measurement 06/19/06 " PDOP Reading: 2.2 lnsbianent Operators Name: Robert Wood 15. Ifwell Is: rtnDiredlonal 0Horizontal (highly deviated), more, Footage At Top of Prod Zone: MI' submit deviated drilling plan. raian� E[�At Bottom Hole 615 Boltomhole Sec Twp Rng: Sec. 32 -5S -96W 820 El 1 615 1 16. Ls location in a high density area (rale 603b)? Q Yes En No 17. Distance to the nearest bulling, public road, above ground utlity or rairoad: 4 miles 18. Distance to Nearest Property L ne: 1242' \ 19. Distance to nearestweli permetedloompleted In the sane formation: 325' NG INFORMATION Objtxdve Fotmnnon(s) Formation Code Sparing Order Number (s) Unit AaeageAssigned to Wel Unit Co UrNbn (N/2, SE/4, etc) Williams Fork WMFK 510-18 320 III Yes FA No duing CI) or cl , is this Mite Land Faring oh for Rea:931E60n drain? based muds be used location in a son: dive FA Orate Q Yes during drirmg? area (lade 903)? Spreading O a pa pante (Rule 905b.) _ PA Disposal If Bilges ' FA Land fluids rewires local fie officials. String Sias of Hole 21. Mineral 0rrmership: 22. Surface Ownetstdp: 23. Is the Swface Owner also 23a If 23 is Yes: Is the 23b. If 23 is No: 1=I5utface 24. Using standard CCM, Sec, Please see Lease F/ Fee Erlate Fee tate Sacks Cement Federal Federal 'Indian Lease # FA • Indian Surface Surety ID# the Surface Twp, Map general Owner? Fi Yes the lease? mineral (Lease I No Owns(s) signature an Owners Agreement Attached ling fatnat enter entire attached to original APD or L_525,000 lease desaip8on #2) Berry I Yes Blanket upon which Petroleum No Bond ❑S5,000 Surface Bond separate aheetimap dyou reefer). Surface Bond D$2,000 Solace this proposed welsite is located (attach owns surface. 25. Distance to Nearest Mneral Lease one: 820' \ 26. Total Acres in Lease 4.622 Production AND P 27. Is H2S antes? Wil salt sections be 29. Wil soft (>15,000 ppm 30. 11 questions 27 or 28 31. Meat disposal: Method: NOTE The use of an earthen encountered IDS are N Yes, attachPIER28. No Yes Yes Fadlity drieng, IFA No No If 28, 29 or 30 are "Yes" a pit permit Q Other. maybe required. III Yes FA No duing CI) or cl , is this Mite Land Faring oh for Rea:931E60n drain? based muds be used location in a son: dive FA Orate Q Yes during drirmg? area (lade 903)? Spreading O a pa pante (Rule 905b.) _ PA Disposal If Bilges ' FA Land fluids rewires local fie officials. String Sias of Hole Sime of Casing weight Per Foot Seeing Deptt Sacks Cement Cement Bottum Cement Top C9nducttor 3Q 20 55 90 100 90 0 Surfal a 161 9 5/8 x 1.9 36 2.000 1000000 0 Production R.75 x 7.875_ 4 1/2 11.6 9.760 ` 600 9J60 \ 200' above .75 WMFK Stege Tod 32. BOP Equip int 33. Connnents Type: I certify Ander Preventor no changes in Pad has been built. Rotating Head (excevt have been =hone for the Strin a information). drilled. Berry Petroleum owns surface. FA n Double Ram Fi description Wells there has on site. Land use. lease Conductors set. No ria 34. Initial Rule 306 Consolation took place on (date) has been waived or If good faith effort did not result PERMIT SUBMITTED TO COGCC PRIOR TO COMPLIANCE I hereby certify that a complete permit package has to the best of .. :..:, true. cn and cdmpl Signed: _ JW 01 rva ` .was watered, or is not 306 CONSULTATION Local Government print Name: .,Date: I45Jj required. Provide supporting documentation if consultation SHALL BE RETURNED UNAPPROVED. Designee(s), and all statements made in this form are, Janni Keidel in consuttdtlon. WITH RULE been sent to the applicable \ Tee: Permitting tent et Pi Eta: jek@bry.com Based on the information proved rein, th A ca Or Pglpnit-to-Dr18 complies with COGCC Rules and �jI ",'••L•�"U'�'+ _-P> Director of COGCC COGCC Approved: API NUMBER 04G -131.0310-00 Permit Number 2 O D 9 J ( 2 IO CONDITNS APPROVAL, t ANY: applicable orders and is herebyapprproved. Date /- itJ`� Expiration Date: -7-4T-c0 See Attached Conditions of Approval, Notice To Operators & Wildlife Protection Requirements CONDITIONS OF APPROVAL LATHAM 32-3D 24 HOUR SPUD NOTICE REQUIRED. E-MAIL: david.andrews@state.co.us GARFIELD COUNTY RULISON FIELD NOTICE TO OPERATORS. NOTE: ALL NOTICES SHALL BE GIVEN VIA E-MAIL. SEE ATTACHED NOTICE RESERVE PIT MUST BE LINED. CEMENT TOP VERIFICATION BY CBL REQUIRED. OPERATOR MUST ENSURE 110 PERCENT SECONDARY CONTAINMENT FOR ANY VOLUME OF FLUIDS CONTAINED AT WELL SITE DURING DRILLING AND COMPLETION OPERATIONS. IF FLUIDS ARE CONVEYED VIA PIPELINE, OPERATOR MUST IMPLEMENT BEST MANAGEMENT PRACTICES TO CONTAIN ANY UNINTENTIONAL RELEASE OF FLUIDS. THE MOISTURE CONTENT OF ANY DRILL CUTTINGS IN A CUTTINGS PIT, TRENCH, OR PILE SHALL BE AS LOW AS PRACTICABLE TO PREVENT ACCUMULATION OF LIQUIDS GREATER THAN DE MINIMIS AMOUNTS. AT THE TIME OF CLOSURE, THE DRILL CUTTINGS MUST ALSO MEET THE APPLICABLE STANDARDS OF TABLE 910-1. THE PROPOSED SURFACE CASING IS MORE THAN 50' BELOW THE DEPTH OF THE DEEPEST WATER WELL WITHIN 1 MILE OF THE SURFACE LOCATION WHEN CORRECTED FOR ELEVATION DIFFERENCES. THE DEEPEST WATER WELL WITHIN 1 MILE IS 000 FEET DEEP. THE OPERATOR SHALL COMPLY WITH RULE 321. AND IT SHALL BE THE OPERATOR'S RESPONSIBILITY TO ENSURE THAT THE WELLBORE COMPLIES WITH SETBACK REQUIREMENTS IN COMMISSION ORDERS OR RULES PRIOR TO PRODUCING THE WELL. NOTE: ALL NOTICES SHALL BE GIVEN VIA E-MAIL.