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Home My WebLink About20123396.tiff SITE SPECIFIC DEVELOPMENT PLAN AND USE BY SPECIAL REVIEW (USR) APPLICATION FOR PLANNING DEPARTMENT USE DATE RECEIVED: RECEIPT#/AMOUNT# 1$ CASE#ASSIGNED: APPLICATION RECEIVED BY PLANNER ASSIGNED: Parcel Number 0 5 4 7 . 2 5 . 0 - 0 0 . 0 0 7 (12 digit number-found on Tax I.D. information,obtainable at the Weld County Assessor's Office,or w'vw.co weld.co.us) Legal Description east 1/2 of the northeast 1/4 , Section 25 , Township 8 North, Range 63 West Zone District:A , Total Acreage: 80 , Flood Plain:NA , Geological Hazard: NA , Airport Overlay District: NA FEE OWNER(S) OF THE PROPERTY: Name: Leonard O. Ball and Tammie L. Ball Work Phone# 970-381-3872 Home Phone# Email Address:43510 CR 69 Address: City/State/Zip Code Briggsdale, CO 80611 Name: Work Phone# Home Phone# Email Address: Address: City/State/Zip Code APPLICANT OR AUTHORIZED AGENT (See Below_Authorization must accompany applications signed by Authorized Agent) Name: Noble Energy (Greg Pickerel, project contact) Work Phone: 970-556-9814 Home Phone# Email gpickerel@nobleenergyinc.com Address: 2115 117th Avenue City/State/Zip Code Greeley, CO 80634 APPLICANT OR AUTHORIZED AGENT (See Below.Authorization must accompany applications signed by Authorized Agent) Name: SemGroup (Kevin Trenski with Eckel &Associates, Inc., project contact) Work Phone# 407-462-8120 Home Phone# Email ktrenski@eckelengineering.com Address: Kevin Trenski s address: 1757W. Broadway St, Ste 3, Oviedo, FL 32765 Address: SemGroup's address: 3030 NW Expressway, Suite 1100 City/State/Zip Code Oklahoma City, OK 73112 PROPOSED USE: Crude oil truck unloading and oil polishing facility. I (We) hereby depose and state under penalties of perjury that all statements, proposals, and/or plans submitted with or contained within the application are true and correct to the best of my (our)knowledge. Signatures of all fee owners of property must sign this application. If an Authorized Agent signs, a letter of authorization from all fee owners must be included with the application. If a corporation is the fee owner, notarized evidence must be include indicating th thignat has to legal authority to sign for the corporati,En. Signature: Owner or Authorized Agent Date S nature: Owner or thorized Agent Dates July 9th, 2012 Weld County Planning 1555 N. 17th Avenue Greeley, CO 80631 RE: Designation of Authorized Agent Dear Planning Department: We, Leonard and Tammie Ball, authorize Greg Pickerel with Noble Energy Inc. and Kevin Trenski with Eckel & Associates to be Authorized Agents for the USR application related to Noble Energy's and SemGroup's Facilities that arc proposed to be located on our property located in the east ' of the northeast 'A of Section 25, Township 8 North, Range 63 West of the 6`h P.M. in Weld County, Colorado. Sincerely, si telD, Ll LU. 0 3� , Leonard O. Ball ammie L. Ball Briggsdale Facility USR Questionnaire 1. Explain, in detail, the proposed use of the property. Noble Energy and Wattenberg Holding, LLC are proposing to lease land to operate a truck unloading and oil polishing facility on an 80 acre site owned by Leonard and Tammie Ball. The property is located south of Colorado Highway 14, three-quarters of a mile east of Weld County Road 71. The property is located in the east half of the northeast quarter of Section 25, Township 8 North, Range 63 West of the 6th P.M, Weld County, Colorado. Wattenberg Holding will lease land in the northeast corner and the rest of the site will be leased by Noble Energy. Noble Energy will operate the oil polishing portion of the facility and Wattenberg Holding, LLC will operate the truck unloading portion of the facility. The Ball property is in the A (Agricultural) Zone District. As shown on the USR site plan map, the access to the site will be located approximately 550 feet west of the east property line of the site. Oil trucks will enter the site and head south to Wattenberg Holding, LLC's truck unloading facility (TUF). There will be 4 truck unloading bays at the facility with the potential to add 4 more bays at some point in the future. Once the oil is unloaded, the trucks will exit the site. Noble Energy will have a truck thawing facility on the site for the trucks to drive through when the temperature is below 20°F and water has settled into the discharge valve and frozen (usually only in January and February). The unloaded oil is tested to determine its water content. Oil that is measured to contain more than 0.3% water will be diverted to Noble's oil polishing facility (OPF) on the west side of the site and placed into tanks. Once the tanks are full, the oil is pumped to a heater to separate the water from the oil. The water is drained off and sent to water tanks while the oil is sent back to Wattenberg Holding, LLC's TUF. Oil stored in tanks at the TUF is then piped off- site. The water separated from the oil will be picked up by water trucks and taken to an existing approved water disposal facility. Noble is also proposing a compressor station south of their OPF. This compressor station will receive gas via pipeline from wells in the vicinity of the Briggsdale Facility. From the compressor, the gas will be sent off-site via an existing pipeline. Finally, Noble is proposing a future Central Processing Facility. This Facility would be located south of the compressor station. Noble Energy has wells surrounding the Briggsdale site that will be conveying oil, water and gas to the Briggsdale site via pipeline to be further separated. When the water, oil and gas come into the site, it will be separated into a gas stream, an oil stream and a water stream. All gas will be directed to a nearby Noble gas compressor station and pipeline, water separated out of the oil will be directed to the water recycling facility, and the oil will be sent to Wattenberg Holding LLC. The Briggsdale Facility will operate 24 hours a day, 7 days a week. Initially, 4 loading bays are planned at the TUF that can handle up to 110 truckloads per day. However, 4 additional loading bays may be constructed that would bring the total truck loads per day up to 220. In addition, it is estimated that there will be 1-2 water trucks, 3 emulsion trucks, up to 3 employee vehicles (2 to work at the TUF and 1 to work at the OPF), and a few incidental vehicles coming to the site for waste pick- up, mail, and deliveries. In addition, Noble and Wattenberg Holding, LLC's full-time employees (up to 5 total)who work on the site will be there from approximately 7:00 am to 4:30 pm. Access to the site will be from Highway 14. Included in this application is a copy of the access permit application that has been submitted to CDOT. 2. Explain how this proposal is consistent with the intent of the Weld County Code, Chapter 22 of the Comprehensive Plan. The Weld County Comprehensive Plan has Goals and supporting Policies that encourage responsible Oil and Gas development in the County. Below is a list of the specific Oil and Gas goals followed by an explanation of how the goals are being addressed: OG.Goal 1: Promote the reasonable and orderly exploration and development of oil and gas mineral resources. OG.Goal 2: Ensure that the extraction of oil and gas resources conserves the land and minimizes the impact on surrounding land and the existing surrounding land use. OG Goal 3: Prevent surface and groundwater contamination from oil and gas minerals exploration and extraction. The proposed Briggsdale facility is in an area that is primarily open grassland. The Balls own the land that is immediately adjacent to the west and south and land to the east and there is Federal land to the east and north. The nearest residence is a half mile west of the western boundary of the Briggsdale site (it is located along County Road 71, a half mile south of Highway 14). There are some additional homes to the east, but they are over a mile away. Therefore, there are no nearby neighbors that will be negatively impacted by the Briggsdale facility's oil and gas uses. Constructing the Briggsdale Facility, will significantly decrease traffic impacts on County Roads. Currently, Noble's oil trucks that bring oil from many of Noble's northern Weld County wells are taking it to the Platteville Facility at the intersection of WCR 49 and WCR 30 to be unloaded. The distance between the Briggsdale Facility and the Platteville Facility is approximately 42 miles (the Platteville Facility is 30 miles south and 12 miles west of the Briggsdale Facility). With the approval of this facility, the trucks will travel from the northern area to the Briggsdale Facility to unload the oil, significantly reducing traffic on County Road 49. The site will be designed to have a detention pond that will be used to control surface water in the event of a storm. 3. Explain how this proposal is consistent with the intent of the Weld County Code, Chapter 23 (Zoning) and the zone district in which it is located. According to the Weld County Code, oil and gas support and service facilities are a Use by Special Review in the Agricultural Zoning District. Truck unloading and oil polishing facilities would be considered oil and gas support facilities which is the reason a Use by Special Review application is being submitted. 4. What type of uses surround the site (explain how the proposed use is consistent and compatible with surrounding land uses). The project is located in a remote area of the county where open dryland prairie is the primary land use. There are a few residences in the area (the closest being a half mile away) and several other oil and gas facilities. The property is immediately adjacent to Highway 14 for good direct access by oil trucks that will visit the site. The land immediately adjacent to the west and south is owned by the Balls and the land immediately adjacent to the north and east is Federal land. 5. Describe, in detail, the following: a. Number of people who will use this site. There will be up to 5 full-time employees on-site. Truck drivers will be coming and going from the site - initially, up to 110 truck trips per day are expected, but if the number of bays increases, there could be up to 220 truck trips per day. In addition, 1-2 water truck drivers, 3 emulsion truck drivers, and a few incidental vehicle drivers coming to the site for waste pick-up, mail, and deliveries. b. Number of employees proposed to be employed at this site. There may be up to 5 people employed on-site. They will generally work Monday through Friday from 7:00 AM to 4:30 PM. c. Hours of operation. Trucks may access the site 24 hours a day/seven days a week. d. Type and Number of structures to be erected (built) on this site. Wattenberg Holding, LLC's improvements/structures proposed on the truck unloading portion of the site include: • Unloading racks (4 immediately, 4 in the future) • Electric transformer (1 immediately) • Motor Control Center (MCC) building (1 immediately) • Office/Control Building (1 immediately) • Shop (in the future) • Sump (1 immediately) • Variable Frequency Drive (VFD)/MCC (1 immediately) • 5,000 BBL tanks (2 immediately, 2 in the future) • 50,000 BBL tanks (1 immediately, 1 in the future) • Pumps and Equipment (areas as shown on the USR plat map) • Pipe Storage Area (area as shown on the USR plat map) Noble's improvements/structures proposed on the western side of the site include: • Truck thaw building (1 immediately) • Electrical Distribution Building (1 immediately) • Water well (1 immediately) • Air Compressor Building (1 immediately) • SCADA (Supervisory Control and Data Acquisition)/MCC Control Building (1 immediately) • Oil heaters (3 immediately) • Meter building (1 immediately) • Fuel Gas Scrubber (1 immediately) • Vapor Recovery Unit (VRU) (1 immediately) • Volatile Organic Compounds (VOC) Incinerators (2 immediately, 1 in the future) • 2,000 BBL crude oil tanks (6 immediately, 8 in the future) • 210 BBL water tanks (2 immediately) • Inlet Slug Bottle (1 immediately) • Gas Compressor(1 immediately) • Gas Meter Skid (1 immediately) • Electrical Service Building (1 immediately) • 400 BBL Condensate Tanks (2 immediately) • Tri Ethylene Glycol (TEG) Dehydration Unit (1 immediately) • 8,000 BBL oil tanks (6 in the future) • 8,000 BBL water tanks (2 in the future) • VRU Compressors (future) • Pumps (future) • Heater/Treater (future) • Slug Catchers (future) • Free Water Knockouts (future) • Gas Scrubbers (future) • Tank and Pipe Storage Area e. Type and number of animals, if any, to be on this site. There will be no animals kept on this site. f. Kind of vehicles (type, size,weight)that will access this site and how often. Initially, 4 loading bays are planned at the TUF that can handle up to 110 oil trucks coming to the site per day. However, 4 additional loading bays may be constructed that would bring the total oil truck trips to the site per day up to 220. In addition, it is estimated that on a daily basis there will be 1-2 water trucks, 3 emulsion trucks, up to 5 employee vehicles, and a few incidental vehicles coming to the site for waste pick-up, mail, and deliveries. g. Who will provide fire protection to the site. The property falls within the Briggsdale Fire Protection District. h. Water source on the property(both domestic and irrigation). There is no existing water source (domestic or irrigated) on the property. Noble Energy and Wattenberg Holding, LLC both plan to have a restroom facility on the property when the site develops. At that time, they will permit and install a shared commercial well. i. Sewage disposal system on the property(existing and proposed). There is no existing sewage disposal system on the property. Noble Energy and Wattenberg Holding, LLC both plan to have a restroom facility on the property when the site develops. At that time, they will each permit and install a septic system. j. If storage or warehousing is proposed,what type of items will be stored. Pipe and tank storage areas are proposed on this site. 6. Explain the proposed landscaping for the site. No landscaping is proposed for a couple of reasons. First, there is no irrigation to the site to support landscaping. Second, vegetation can be a fire hazard at these types of facilities. Therefore, no landscaping is proposed and the native vegetation around the site will remain. 7. Explain any proposed reclamation procedures when termination of the Use by Special Review activity occurs. When termination of the Facility occurs, the facilities will be removed and the land will be returned to its native state. 8. Explain how the storm water drainage will be handled on the site. Off-site flows will be routed around the site. On-site flows will be conveyed to an on-site detention pond. The one-hundred year developed storm event will be released at the five-year historic rate from the pond. For more details, please see the Preliminary Drainage Report. 9. Explain how long it will take to construct this site and when construction and landscaping is scheduled to begin. Noble and Wattenberg anticipate that it will take eight to ten months to construct the site and construction is expected to commence in the fall of 2012. 10. Explain where storage and/or stockpiles of wastes will occur on this site. There will be tank and pipe storage areas on this site as shown on the USR plat map. COLORADO DEPARTMENT OF TRANSPORTATION Issuing authority application STATE HIGHWAY ACCESS PERMIT APPLICATION acceptance date: instructions: - Contact the Colorado Department of Transportation(COOT)or your local government to determine your issuing authority. - Contact the issuing authority to determine what plans and other documents are required to be submitted with your application. - Complete this form(some questions may not apply to you)and attach all necessary documents and Submit it to the issuing authority. Please print - Submit an application for each access affected. or type - If you have any questions contact the issuing authority. - For additional information see CDOTs Access Management website at http://www.dot.state.co.us/AccessPermitslindex.htm 1)Property owner(Permittee) 1 2)Applicant or Agent for permittee(if different from property owner) Noble Energy I Eugene Coppola Street address Mailing address 2115 117th Avenue P.O. Box 630027 City, state&zip Phone# t City,state&zip Phone#(required) Greeley, CO 80634 970-304-5079 Highlands Ranch,CO 80163 303-792-2450 E-mail address E-mail address if available gpickerel@nobleenergyinc.com trafficpe@comcast.net 3)Address of property to be served by permit(required) Pending 4)Legal description of property:II within jurisdictional limits of Municipality,city and/or County,which one? county subdlws:on block lot section township range Weld ( —1 __ E 1/2 of 25 I SN 1 63W 5)What State Highway are you requesting access from? 16)What side of the highway? Highway 14 pN 1=IS E E W 7)How many feel is the proposed access from the nearest mile post? How many feet is the proposed access from the nearest cross street? 8�0 feet ON❑S❑E®W)from:_MP_174 4700 fent❑N Os NE ow)from: County Road 71 8)What is the approximate date you intend to begin construction? 3/1/2013 9)Check here ii you are requesting a: ®new access rjlemporary access(duration anticipated: ) Dimprovement to existing access - D change in access use nremoval of access Defecation of an existing access(provide detail) 10)Provide existing property use open grassland 11)Do you have knowledge of any State Highway access permits serving this property,or adjacent properties in which you have a properly interest? Eno Oyes,ii yes-what are the permit number(s)and provide copies: and/or,permit date: 12)Does the property owner own or have any interests in any adjacent property? ©no Oyes.if yes-please describe: Leonard O. and Tarnmie L. Ball also own the W 1/2 of Section 25 13)Are there other existing or dedicated public streets,roads,highways or access easements bordering or within the property? no [dyes,if yes-list them on your plans and indicate the proposed and existing access points. Along the edge of Section 25 is 60 ' of County Road ROW & an existing driveway 14)It you are requesting agricultural field access-how many acres will the access serve? 15)if you are requesting commercial or industrial access please indicate the types and number of businesses and provide the floor area square footage of each. businessrland use square footage business square footage Crude Oil Truck Unloadingand Oil Polishing Facility 16)It you are requesting residential devetopement access,what is the type(single family,apartment,townhouse)and number of units? type number of units type number of units 17)Provide the following vehicle count estimates for vehicles that will use the access.Leaving the property then returning is two counts. Indicate if your counts are 5 co passenger cars and light ducks at wok hour volumes 0 of mull,unit trucks at peak hour volumes peak hour volumes or average daily volumes. 14 228 ti 01 single unit vehicles in excess o!30 tt. k ol tarn'vehicles;held equipment) Total count o1 all vehicles 242 Previous editions are obsolete and may not be used Page 1 of 2 COOT Form#137 01/10 Si Check with the issuing authority to determine which of the following oocoments are required to complate the.revow c!your application. a: Property map indicating other access,bordering roads and streets. i; S tttiv!sion,7nninq.GI development plan b) Highway and clr'veway plan proliie. Propose^access des.Jn. Drainage.plan showing impact to the hlghwa right of v✓aV. ;l) Parc;r :;n)owl e—..u. I*;aps inclu !rg e.:sernenIs d? Map and tenors detailing utility tocancr.s before,ano alter 'l) 1 r2'rlc!.tt;L:es. development,n and along tice r::.}ht-o?_way , cc'ot 0Y✓rtershi . 1- It is the applicant's responsibility to contact appropriate agencies and obtain all environmental clearances that apply to their activities. Such clearances may include Corps of Engineers 404 Permits or Colorado Discharge Permit System permits, or ecological, archeological, historical or cultural resource clearances. The CDOT Environmental Clearances Information Summary presents contact information for agencies administering certain clearances, information about prohibited discharges, and may be obtained from Regional CDOT Utility/Special Use Permit offices or accessed via the CDOT Planning/Construction-Environmental-Guidance webpage http://www.dot.state.co.us/environmental/Forms.asp. 2- All workers within the State Highway right of way shall comply with their employer's safety and health policies/ procedures, and all applicable U.S. Occupational Safety and Health Administration (OSHA) regulations - including, but not limited to the applicable sections of 29 CFR Part 1910 - Occupational Safety and Health Standards and 29 CFR Part 1926 - Safety and Health Regulations for Construction. Personal protective equipment (e.g. head protection, footwear, high visibility apparel, safety glasses, hearing protection, respirators, gloves, etc.) shall be worn as appropriate for the work being performed, and as specified in regulation. At a minimum, all workers in the State Highway right of way, except when in their vehicles, shall wear the following personal protective equipment: High visibility apparel as specified in the Traffic Control provisions of the documentation accompanying the Notice to Proceed related to this permit (at a minimum, ANSI/ISEA 107-1999, class 2); head protection that complies with the ANSI 289.1-1997 standard; and at all construction sites or whenever there is danger of injury to feet, workers shall comply with OSHA's PPE requirements for foot protection per 29 CFR 1910.136, 1926.95, and 1926.96. If required, such footwear shall meet the requirements of ANSI Z41-1999. Where any of the above-referenced ANSI standards have been revised, the most recent version of the standard shall ti apply. 3- The Permittee is responsible for complying with the Revised Guidelines that have been adopted by the Access Board under the American Disabilities Act (ADA). These guidelines define traversable slope requirements and prescribe the use of a defined pattern of truncated domes as detectable warnings at street crossings. The new Standards Plans and can be found on the Design and Construction Project Support web page at: <http:/lwww.dot.state.co.us/DesignSupporth., then click on Design Bulletins. If an access permit is issued to you, it will state the terms and conditions for its use. Any changes in the use of the permitted access not consistent with the terms and conditions listed on the permit may be considered a violation of the permit. The applicant declares under penalty of perjury in the second degree, and any other applicable state or federal laws, that all information provided on this form and submitted attachments are to the best of their knowledge true and complete. I understand receipt of an access permit does not constitute permission to start access construction work. , L. L' c..... ... 'Ili;' l alB • If th applicant is not the a er of the property, we require this application also to be signed by the property owner or their legally authorized representative (or other acceptable written evidence). This signature shall constitute agreement with this application by all owners-of-interest unless stated in writing. If a permit is issued, the property owner, in most cases, will be listed as the permittee. Property o%,./ter signature Pont name Date Previous ed,t!ons are obsolete and rosy not be used Page 2 of 2 COO?Form#137 01!;e Gene Coppola From: GPickerel@nobleenergyinc.com Sent: Thursday, June 21, 2012 4:33 PM To: trafficpe@comcast.net Gene, Please accept this email as authorization for you to act as our agent in the access permit application process. The permit will be for Noble Energy's Briggsdale Facility which will be on SH 14, east of CR 71. Should you have any questions or need a more formal authorization, please let me know. Greg Pickerel Title Address Telephone The inft rmation contained in this e-mail and any attachments may he confidential. If you arc not the intended recipient. please understand that dissemination, copying. or using such information is prohibited. If you have received this e-mail in error, please immediately advise the sender by reply e-mail and delete this e-mail and its attachments from your system. 1•1111e1]LEMMA-P.111.•IbYliPiaU....-I.F9L.NW@tv191p1.n LAO .MOR.uS.AS H.0dr Mf W COLORADO STA NJRMY N0.% r (� ; 1.nq Ems• e�rm 'S' �i�Al �7 . ...,e 9. 6 ..,u • . , pi: . ., .. ., • ........„,.. (I) ee u ..- - - - '"...; --'. / , • • • • • : . • 1 I 1- # 4 ' r I.: 1%. I 1• . . • A; / ))l . �.; . - t • um+we. 7 --. • r I '��. ; . ;� 'a.;� s. I• + I. 1• �. _ i /, , •- ,` ... 1111 ! I /., ,• ` .- M1: !�4•:~ . .. �l _ M ' iI: ll I '. lit' . .tile: IQ 1 f w E C7 I. I OR10060.AlEY1lIL1Iw FAfAFTY _ - - Ei TETRA TECH [ O BRIGGSDALE USR 7 CD PROJECT SITE PLAN ..._- _..--._R.esisasw._ a I J WNNIr 3t4 �ir�aams Tel: 303-792-2450 P.O. Box 630027 EUGENE G. COPPOLA P.E., PTOE Fax: 303-792-5990 Littleton,CO 80163-0027 May 30, 2012 Gloria Hice - Idler CDOT Region 4 Access Manager 1420 god Street Greeley, CO 80631 RE: Auxiliary Lane Analysis for Noble Energy's Briggsdale Facility SH14 East of CR71 Weld County, CO Dear Gloria: Based on our discussion I have investigated auxiliary lane needs at Noble Energy's proposed Briggsdale Truck Unloading and Oil Polishing Facility. The facility is located along the south side of State Highway (SH) 14 east of Weld County Road (WCR) 71. SH 14 in the area of the proposed Noble Energy facility is a two lane roadway with a 65 MPH posted speed limit. It carries a R-A access category per CDOT's State Highway Access Code. Noble Energy provided traffic estimates and directional demands for this site based on an existing, virtually identical facility. Phase I will have four loading bays capable of unloading up to 110 trucks per day. Phase II, if it is deemed necessary in the future, will add four more bays and an additional 110 trucks per day. Oil beyond that level will be delivered to the Briggsdale facility by pipeline. The facility will open in 2013 and be in operation for 20+ years. Trucks will arrive and depart the planned facility 7 days per week, 24 hours per day. Uniform truck activity is expected throughout the day consistent with activity at the other location. Additionally, up to five employees may work on site from 7:00 AM - 4:30 PM. One water truck and up to 3 emulsion trucks are expected at the site each day. Other miscellaneous trips such as mail, trash pick-up, and deliveries are also anticipated. Peak hour site traffic was estimated assuming 4 - 50/0 of the trucks arrive and depart the site during the same hour with two miscellaneous trips occurring within the same hour. Given the area this site will serve Noble Energy estimates a 55%:45% directional split, favoring traffic arriving and departing to and from the west on SH 14. This results in the following peak hour traffic for Phase I at the site driveway to SH 14. 4 (2 trucks + 2 cars) • SH14 6 (3 trucks + 3 cars) V • • `m `a U U N + N In Y Y y U U > L 3 a rn w V N PHASE I PEAK HOUR SITE TRAFFIC If and when Phase II is built, the following site peak hour traffic is anticipated. 6 (4 trucks + 2 cars) SH 14 9 (6 trucks + 3 cars) I • N U1 m m U U co + + U) N Y Y y U U 2 i O co V 7! d1 CO U) POSSIBLE PHASE II PEAK HOUR SITE TRAFFIC R-A roadways warrant left turn deceleration lanes when the number of turning vehicles is greater than 10 VPH, right turn deceleration lanes are warranted when the number of turning vehicles is greater than 25 VPH, and right turn acceleration lanes are warranted when the number of turning vehicles is greater than 50 VPH. A warrant analysis at the Noble Energy driveway resulted in the following determinations for Phase I. PHASE I Lane Warrant DHV Driveway DHV I Warranted? Left Turn Deceleration 10+ VPH 4 DHV No Right Turn Deceleration 25+ VPH 6 DHV No Right Turn Acceleration 50+ VPH 4 DHV No A Phase II warrant analysis was also conducted at the site driveway and resulted in the following determinations. PHASE I Lane Warrant DHV Driveway DHV i Warranted? i Left Turn Deceleration 10+ VPH 6 DHV i No Right Turn Deceleration 25+ VPH 9 DHV No Right Turn Acceleration 50+ VPH 6 DHV No I As indicated, the Noble facility will not require any auxiliary lanes at its access to SH 14 with up to 8 unloading bays. I trust this letter will meet your current needs for this facility. Please give me a call if you have any questions or need additional information. Sincerely, .j„n iiimw,, \vC\41 GEORGE c%b.* • i; .).•;.€° Vk. %�GISTEgFC p%lr C ::.-c,..,J •`T ary s? Eugene G. Coppola, P.E., PTOE •' 15945 LI*F Briggsdale Facility Waste Handling Plan 1. Any waste generated on-site will be collected in a trash dumpster provided on-site. Waste Management will be contracted to collect the trash from the site. 2. No permanent disposal of wastes will take place at this site. 3. Fugitive dust, blowing debris, and other nuisance conditions will be minimized during construction. 4. The applicants operations will be in accordance with the approved Waste Handling Plan. 5. No potentially hazardous chemicals will be stored on site. 6. All development standards will be adhered to. SURFACE LEASE This S1IRFACE I,EASE dated as of May , 2012 (the "Lease"), is by and between Leonard O. Ball and Tammie L. Ball whose address is 43510 Weld County Road 69, Briggsdale, Colorado 80611 (the "Owner"), and Noble Energy, Inc., whose address is 1625 Broadway, Suite 2200, Denver, CO 80202 ("Noble"). RECITALS A. Owner owns approximately 80 acres in Weld County, Colorado more particularly described on Exhibit A attached hereto and made a part hereof(the "Property"). B. Owner desires to lease to Noble, and Noble desires to lease from Owner, the Property on the terms and conditions set forth herein. AGREEMENT Section 1. Lease of Property. In consideration of the rents and covenants to be paid and performed by Noble and upon the terms and conditions of this Lease, Owner hereby leases to Noble and Noble hereby leases from Owner, the Property. Section 2. Term. The term of this Lease shall commence on the date first set forth above (the "Commencement Date") and shall expire on the last day of the calendar month first occurring Ten (10) years from the Commencement Date (the"Primary Term"). At the expiration of the Primary Term, Noble, or any successor in interest to Noble pursuant to the terms of this Lease, shall have the option to renew and extend this Lease for two (2) additional terms of Fifty (50) years (the "Secondary Terms" and, to the extent in effect, collectively with the Primary Term, the "Term") upon the same terms, covenants and conditions herein contained, Such right to extend shall be exercised by written notice from Noble delivered to Owner at least three (3) months prior to the expiration of the Primary Term or Second Term, as applicable. Notwithstanding the foregoing, the term of this Lease shall automatically merge and terminate upon the purchase of Owner's fec interest by Noble pursuant to the terms of Section 23 of this Lease. Section 3. Rent. Noble covenants and agrees to pay Owner for the Property, in lawful money of the United States, without offset, deduction or demand fixed rent (the "Base Rent") during the Primary and Secondary Terms. Base Rent shall be due and payable of the first day of each calendar year during the Term, without offset, deduction or demand. Base Rent for any portion of a calendar year shall be prorated based on the actual number of days accruing during such year in the Tern. Section 4. Use of Property. Noble's use of the Property shall be limited to the planning, construction, maintenance, repair and replacement of an Oil Polishing Facility (the "Facility"), and all related activities, in compliance with applicable laws. Page 1 of 14 Section 5. Real and Personal Property Taxes/Utilities. (a) From and after the Commencement Date, Noble shall pay or cause to be paid, without abatement, deduction, or offset, all real and personal property taxes, general and special assessments, and all other charges, assessments and taxes of every description, levied on or assessed against (a) the Property, the Facility and the improvements located thereon; (b) any personal property located on the Property; and (c) the leasehold estate, to the full extent of installments assessed during the Tenn. Notwithstanding anything herein to the contrary, Noble shall be obligated to pay for all development and impact fees for the Facility, and all related construction and development expenses for the Facility from and after the Commencement Date. • Noble shall make all such payments directly to the appropriate charging or taxing authority at least fifteen (15) days before delinquency and before any fine, interest, or penalty shall become due or be imposed by operation of law for their nonpayment, provided Noble has received from Owner or otherwise all relevant documentation, assessments and notices from such taxing authorities (the "Tax Documentation"). Owner shall promptly provide the Tax Documentation to Noble upon receipt from taxing authorities. All payments of taxes or assessments or both, including permitted installment payments, shall be prorated for the initial Lease year and for the year in which this Lease terminates, based on the actual number of days accruing during such year in the Term. Noble shall not be obligated to pay income taxes, estate taxes, franchise taxes or any similar taxes imposed on Owner or based on the net income or value of the assets of Owner. (b) Noble shall pay directly to the provider of such utilities the cost of all electrical, gas, water, sewer, telephone and other utilities serving the Improvements on the Property. Section 6. Construction of Improvements; Title to Improvements. (a) Construction. Subject to the provisions of this Lease, Noble may (i) construct on the Property buildings, structures, roads and other improvements ("Improvements") reasonably necessary for the Facility; (ii) make such additions, alterations, changes, and improvements in and to any Improvements now or hereafter on the Property as Noble may deem necessary or desirable; and (iii) remove, and demolish any Improvements now or hereafter constructed and erected on the Property by Noble. Noble may construct or relocate existing roads and driveways on the Property only with the prior written approval of Owner, not to be unreasonably withheld. Noble may construct fencing around the perimeter of the Property as Noble may deem necessary or appropriate to secure or enclose the same and take other security precautions if it is determined by Noble, in its sole discretion, that such fencing and/or security measures will reduce such risks of damage, death or injury without unduly burdening Owner's use of the Property or adjacent property Owner holds any interest to. The expense for any and all Improvements authorized herein to be constructed by Noble, or other security measures taken by Noble, shall be borne solely by Noble. (h) Work. All work desired to be done by Noble on the Property shall be done at the sole cost and expense of Noble, shall be performed in a good and workmanlike manner, free of mechanics' and materialmen's liens. Page 2 of 14 (c) Title to Improvements. All Improvements placed or erected upon the Property by Noble, and all personal property situated therein shall, during the term of this Lease and any extension or renewal hereof, shall vest exclusively in Noble, and Noble shall have the right at Noble's sole discretion to remove prior to the expiration or termination of the Term any such Improvements. Upon the termination of this Lease for any reason, whether by expiration of the term or otherwise, the title to the portion of any Improvements then situated on the Property and not yet removed by Noble, including roads, gravel, road base, buildings, concrete foundations, ponds and buried pipelines abandoned in place, shall, at Owner's option within its sole discretion forthwith vest in and be the sole property of the Owner, free of any right, title, interest, claim, or demand of the Noble, or of anyone claiming through or under Noble, provided, however, that Noble shall have the right, by written notice delivered to Owner prior to the date of such termination or expiration, to reserve title in and to any tanks, separators, dehydration units and other oilfield equipment and appurtenances on the Property, which Improvements Noble shall remove in any event no later than thirty (30) days after such date of termination or expiration and for which purpose Noble shall retain a limited license to access the Property. If Noble fails to remove any such Improvements within such thirty (30 day period, title to such Improvements shall forthwith vest in and be the sole property of the Owner, free of any right, title, interest, claim, or demand of the Noble, or of anyone claiming through or under Noble. In the event Owner chooses not to accept title to any Improvements abandoned on the Property by Noble as described above, Noble shall, upon written notice from Owner specifying the Improvements to be removed, remove all such specified Improvements and return the Property as near as reasonably possible to the condition it was in on the date of this Agreement, including, without limitation, the grading and successful reseeding of the Property, provided that Noble shall be not be obligated to remove footers and foundations in the ground beyond an 18 inch depth. Noble shall have a limited license to access the Property to accomplish the foregoing, as necessary. (d) Mechanic's Liens. Noble shall keep the Property and the Improvements, at all times during the Term free of mechanics and materialmen's liens and other liens of like nature arising out of Noble's actions, and at all times shall fully protect and indemnify Owner against all such liens or claims and against all attorneys' fees and other costs and expenses growing out of or incurred by reason or on account of any such liens or claims. (e) Further Assurances. Upon the expiration of the Term, Noble shall execute and deliver to Owner such instruments as Owner shall reasonably request to transfer the Improvements to Owner and to confirm Owner's ownership thereof. Section 7. Environmental Matters. (a) Compliance with Laws. Noble shall and shall cause its agents, employees, contractors and invitees to use the Property and conduct any operations on the Property in compliance with all applicable Environmental Laws. As used herein, "Environmental Laws" means, as of the Commencement Date, any federal, tribal, state, local or foreign law (including common law), statute, rule, regulation, requirement, ordinance and any writ, decree, bond, authorization, approval, license, permit, registration, binding criteria, standard, consent decree, settlement agreement,judgment, order, directive or binding policy issued by or entered into with a any national, state, local, native, or tribal government or any subdivision, agency, court, commission, department, board, bureau, regulatory authority, or other division or instrumentality Page 3 of 14 thereof pertaining or relating to: (1) pollution or pollution control, including storm water; (2) protection of human health from exposure to Hazardous Substances or protection of the environment; (3) employee safety in the workplace; or (4) the management, presence, use, generation, processing, extraction, treatment, recycling, refining, reclamation, labeling, transport, storage, collection, distribution, disposal or release or threat of release of Hazardous Substances. "Hazardous Substances" shall mean any and all hazardous or toxic substances, hazardous constituents, contaminants, wastes, pollutants or petroleum (including, without limitation, crude oil or any fraction thereof), including, without limitation, hazardous or toxic substances, pollutants and/or contaminants as such terms are defined in applicable Environmental Laws; asbestos or material containing asbestos; and PCBs, PCB articles, PCB containers, PCB article containers, PCB equipment, PCB transformers or PCB-contaminated electrical equipment (as such terms are defined in Part 761 of Title 40, Code of Federal Regulations), or any waste, substance, product, or other material which is otherwise regulated or restricted under any Environmental Law. (b) Normal Use. No Hazardous Substances shall be generated, treated, stored or disposed of, or otherwise deposited in or located on the Property other than the normal use of Hazardous Substances typically used by businesses engaged in the types of activities authorized by this Lease so long as such use is in full compliance with all applicable Environmental Laws. (c) Indemnification. Noble hereby agrees to indemnify, defend and hold harmless Owner and its successors or assigns from and against any and all claims, damages or losses to which any of them may be subject arising out of or relating to Noble's failure to comply with the provisions of this Section 7. (d) Survival. The obligations of Noble set forth in this Section 7 shall survive the Term or earlier termination of this Lease or the exercise by Owner of any of its remedies hereunder. Section 8. Insurance. Noble shall, during the entire Tenn, keep in full force and effect, solely at Noble's cost and expense, all of the applicable insurance coverages set forth below: (a) A policy of commercial general liability insurance with respect to the Property and the activities of Noble thereon, for which the limits of general liability shall be in the initial amount of One Million Dollars ($1,000,000.00) combined single limit, naming Owner as an additional insured. Such coverage shall include a broad form general liability endorsement. (b) Statutory worker's compensation insurance and employer's liability insurance. (e) Coverage for all risks of physical loss or damage insuring the full replacement value of all Improvements and all fixtures and equipment located upon or used in the operation of such improvements. Section 9. Casualty. If the Facility or Improvements, if any, or any portion thereof, shall be damaged or destroyed by fire, casualty or the elements, this Lease shall continue in full force and effect, without any abatement of or reduction in the Base Rent payable hereunder. Page 4of14 Section 10. Condemnation. In the event that all or a part of the Property is taken by eminent domain or conveyed in lieu of eminent domain, if the Property cannot reasonably be used by Noble for their intended purpose (a "Total Taking"), then this Lease will terminate effective as of the date that the condemning authority shall take possession of the same. In the event of a taking which does not prevent Noble from using the Property for their intended purposes (a "Partial Taking"), this Lease shall not terminate but shall continue in full force and effect without modification to Base Rent or other obligations hereunder. In the event of either a Total Taking or a Partial Taking, Owner shall be entitled to retain all portions of any condemnation award except to the extent expressly allocated to the value of the Improvements or Noble's leasehold estate, and Noble shall be free to seek such separate condemnation award for Noble's interest in the Improvements or leasehold estate as Noble deems to be appropriate. Section 11. Assignment and Subletting. Noble shall not assign (in whole or in part), or otherwise encumber this Lease, nor sublease all or any part of the Property, without Owner's prior consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Noble shall have the right during the Tenn hereof to enter into subleases, licenses or similar occupancy agreements with operators and other parties engaged in activities related to Noble's operations on the property, without the necessity of obtaining Owner's prior consent, provided that any such sublease, license or similar occupancy agreement shall be subject and subordinate to the terms and conditions of this Lease and Noble shall indemnify Owner to the extent of any injuries suffered by Owner in connection therewith Section 12. Quiet Enjoyment. (a) Noble, upon paying the Base Rent and all other sums and charges to be paid by it under this Lease, and observing and keeping all covenants, warranties, agreements, and conditions of this Lease on its part to be kept, shall quietly have and enjoy the Property during the term, without hindrance or molestation by anyone claiming through or under Owner, subject to all liens, encumbrances, easements, restrictions and other matters of title as of the date hereof (the"Permitted Exceptions"). (b) Owner represents and warrants to Noble that it has fee simple title to the Property, free and clear of all liens, encumbrances, easements, restrictions and any other matters or defects other than the Permitted Exceptions, and the power and authority to execute and deliver this Lease and to carry out and perform all covenants to be performed by it hereunder. Section 13. Defaults. (a) The following events (each an "Event of Default") shall constitute defaults on the part of the Noble with respect to its obligations hereunder: (1) The failure to pay any amount due hereunder when the same shall become due, and the continuance of such failure for a period of thirty (30) days after written notice of such default has been given by Owner to Noble. (2) The failure to observe or perform any of the other material covenant, agreement, or obligation herein contained on the part of Noble to be observed and performed, and the continuance of such failure for a period of thirty (30) days after written notice thereof has Page 5of14 been given by Owner to Noble or, if such failure, because of its nature, cannot be cured completely within thirty (30) days, the failure to commence the correction of such failure within such thirty(30) days or the failure to diligently prosecute the correction of such failure. (3) The filing or execution or occurrence of: (i) a petition in bankruptcy by or against Noble; (ii) a petition or answer seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or other relief of the same or different kind under any provision of the Federal Bankruptcy Code or any state bankruptcy or insolvency law; (iii) adjudication of Noble as a bankrupt or insolvent; (iv) an assignment by Noble for the benefit of creditors whether by trust, mortgage, or otherwise; (v) a petition or other proceeding by or against Noble for, or the appointment of, a trustee, receiver, guardian, conservator or liquidator of Noble with respect to all or substantially all its property; or (vi) a petition or other proceeding by or against Noble for its dissolution or liquidation, or the taking of possession of the property of Noble by any governmental authority in connection with dissolution or liquidation. (h) Upon the occurrence or existence of an Event of Default, Owner may at any time thereafter while such Event of Default continues: (I) Subject to compliance with Section 13(b)(6), below, give a written termination notice to Noble, and upon the date specified in such notice, the Term of this Lease shall expire and terminate, and all rights of Noble under this Lease shall cease without the necessity of reentry or any other act on Owner's part. No act by or on behalf of Owner, such as entry of the Property by Owner to perform maintenance and repairs and efforts to relet the Property, other than giving Noble written notice of termination, shall terminate this Lease. Upon any termination of this Lease, Noble shall quit and surrender to Owner the Property in accordance with this Lease. If this Lease is terminated, Noble shall be and remain liable to Owner for damages as hereinafter provided and Owner shall be entitled to recover forthwith from Noble as damages an amount equal to the total of: (i) all costs, fees and expenses incurred by Owner (including reasonable attorney's fees) in regaining possession of the Property; plus (H) any and all amounts payable hereunder by Noble as of the date on which Owner regains possession of the Property; plus (iiii) all other amounts necessary to compensate Owner fully for all damage caused by Noble's default, subject to any duty of Owner under applicable law to mitigate (which sum is referred to herein as the"Default Rent"). (2) Subject to compliance with Section 13(b)(6), below, without demand or notice, enter upon and repossess the Property or any part thereof, and repossess the same as of Owner's former estate and expel Noble and those claiming through or under Noble, and remove the effects of any and all such persons, by force, summary proceedings, ejectment or otherwise, without being deemed guilty of any manner of trespass and without prejudice to Owner's rights to recover Default Rent and damages. Owner shall be under no liability for or by reason of any such entry, repossession or removal. If Owner elects to reenter as provided herein, or if Owner takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, Owner may, from time to time, without terminating this Lease, relet the Property or any part thereof No such reentry, repossession or reletting of the Property by Owner shall be construed as an election on Owner's part to terminate this lease unless a written notice of termination is given to Noble by Owner. No such reentry, repossession or reletting of the Property shall relieve Noble of its liability and obligation under this Lease, all of which shall survive such reentry, Page 6 of 14 repossession or reletting, provided that Owner's obligation at law, if any, to mitigate its losses shall remain. Upon the occurrence of such reentry or repossession, Owner shall be entitled to the amount of the monthly Default Rent, and all other sums, which would be payable hereunder if such reentry or repossession had not occurred, less the net proceeds,if any, of any reletting of the Property after deducting all of Owner's expenses in connection with such reletting. Noble shall pay such amounts to Owner on the days on which the Rent would have been payable hereunder if possession had not been retaken. (3) At any time or from time to time after the repossession of the Property by Owner following an Event of Default by Noble, regardless of whether the Term of this Lease has terminated, Owner shall have the right to relet the Property or any part thereof for the account of Noble, in the name of Noble or Owner, without notice to Noble, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the Term of this Lease) and on such conditions (which may include concessions or free rent) and for such uses as Owner, in its uncontrolled discretion, may determine, with the right to make alterations and repairs to the Property, and may collect and receive the rents therefor. In no event shall Noble be entitled to receive the excess, if any, of net rent collected by Owner as a result of such reletting over the sums payable by Noble to Owner hereunder. (4) Subject to compliance with Section 13(b)(6), below, in the event of any termination of this Lease by its terms or by operation of law or any repossession of the Property pursuant to the terms of this Lease, Noble, so far as permitted by law, waives (i) any notice of reentry or of the institution of legal proceedings to that end, (ii) any right of redemption, re-entry or repossession, and (iii) the benefits of any laws now or hereafter in force exempting property from execution for rent or for debt. (5) Owner's exercise of any or all of the remedies set forth in this Section shall not in any way restrict Owner's right to exercise any or all available remedies at law and in equity. (6) Notwithstanding anything to the foregoing in this Section 13(b), Owner and Noble acknowledge that Noble intends to invest substantial capital and time in the Improvements and operations on the Property and, as a result, termination of this Lease, or repossession by Owner of the Property may result in a substantial hardship to Noble. Accordingly, prior to any termination of this Lease by Owner or repossession by Owner of the Property, Owner and Noble agree first to try in good faith to settle the dispute by mediation. The parties shall use a mediation expert reasonably acceptable to both sides and shall convene the mediation at a location mutually acceptable to the parties in the State of Colorado. The costs of mediation shall be borne equally by the parties. In the event the parties are unable to resolve the dispute by mediation through the exercise of good faith efforts by the date that is thirty (30) days from the occurrence of the Event of Default, then Owner shall be entitled to pursue the remedies set forth in this Section 13(b), and Owner shall be entitled in the pursuit of such remedies to recover the costs of mediation incurred by Owner hereunder. Section 14. Waivers. Failure of Owner or Noble to complain of any act or omission on the part of the other party, no matter how long the same may continue, shall not be deemed to he a waiver by said party of any of its rights hereunder. No waiver by Owner or Noble at any Page 7 of 14 time, express or implied, of any breach of any provision of this Lease shall be deemed a waiver of a breach of any other provisions of this Lease or a consent to any subsequent breach of the same or any other provision. No acceptance by Owner of any partial payment shall constitute all accord or satisfaction but shall only be deemed a part payment on account. Section 15. Force Majeure. In the event that Owner or Noble shall be delayed in, hindered in, or prevented from the performance of, any act required hereunder by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or other reason beyond their control, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. Section 16. Notice. Every notice, approval, consent or other communication authorized or required by this Lease shall not be effective unless same shall be in writing and personally delivered or sent postage prepaid by United States registered or certified mail, return receipt requested, addressed to the other party as follows: As to Owner: Leonard O. Ball and Tanunie L. Ball 43510 Weld County Road 69 Briggsdale, CO 80611 As to Noble: Noble Energy, Inc. 1625 Broadway, Suite 2200 Denver, CO 80202 Phone: 303-228-4062 Attn: Wattenberg Land Manager Either party to this Lease may from time to time change its address for receipt of notice and other communications by giving notice to the other party in writing and in accordance with the procedure set forth above in this Section. Section 17. Certificates. Either party shall without charge at any time and from time to time, within thirty (30) days after written request of the other, certify by written instrument duly executed and acknowledged to any mortgagee or purchaser, or proposed mortgagee or proposed purchaser, or any other person, firm or corporation specified in such request: (i) whether this Lcasc has been supplemented or amended and if so the substance of the supplement or amendment; (ii) whether the Lease is in full force and effect; (iii) whether any default exists under this Lease; (iv) whether any offsets, counterclaims or defenses exist; (v) the commencement and expiration dates of the Term; and (vi) with respect to any other matters reasonably requested. Any certificate may be relied upon by the party requesting and receiving it. Section 18. Governing Law. The terms and conditions of this Lease shall be governed, interpreted, constructed,regulated and enforced by the laws of the State of Colorado. Page 8of14 Section 19. Partial Invalidity. If any term, covenant, condition or provisions of this Lease or the application thereof to any person or circumstance shall at any time or to any extent be invalid or unenforceable, the remainder of this Lease or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected and each term, covenant, condition and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. Section 20. Entire Agreement. No oral statement or prior written matter shall have any force or effect. Noble agrees that it is not relying on any representations or agreements other than those contained in this Lease. Section 21. Parties. Except as herein otherwise expressly provided the covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Owner, Noble and their respective successors, administrators, heirs and assigns. Section 22. Recording. Upon the mutual execution and delivery of this Lease, Noble shall have the right to record this Lease in the Clerk and Recorder's Office of Weld County, Colorado. Section 23. Purchase Option. Owner hereby grants to Noble the right to purchase the Property upon the terms and conditions set forth in this Section. Noble shall exercise the right to purchase the Property, if at all, by delivering to Owner written notice of such election either (a) not less than three (3) months prior to the expiration of the Primary Term for a closing on the scheduled expiration date of the Primary Term, without the necessity of exercising Noble's option to renew pursuant to Section 2 of this Lease; or (b) with three (3) months notice to Owner at any time during the Secondary Terms. Such exercise shall include a duly executed counterpart original of the Purchase Agreement set forth as Exhibit B attached hereto. The Purchase Price for the Property shall be of the Property. The Earnest Money shall be 10% of the Purchase Price. No later than three (3) business days following receipt by Owner of Noble's signed counterpart original of the Purchase Agreement, Owner shall countersign and deliver to Noble the MI executed original of the Purchase Agreement. Thereafter, this Lease shall remain in full force and effect until the closing under the Purchase Agreement, at which time this Lease shall merge, terminate, and be of no further force and effect, and Owner and Noble shall be deemed to have mutually released one another from all obligations hereunder. Section 24. Voluntary Termination Right. Notwithstanding anything to the contrary in this Lease, Noble shall have the right at any time to terminate this Lease upon not less than six (6) months prior written notice and payment of six months of Base Rent, whether in the Primary or Secondary Term, to Owner. Upon the date of termination specified in such written notice from Noble, this Lease shall terminate and the parties shall have no further rights or obligations hereunder, except as expressly survive expiration or termination hereof. [signatures appear on next page] Page 9of14 IN WITNESS WHEREOF, the parties hereto have hereunder set their hands as of the day and year first-above written. OWNER: /tat telte (J a Leonard O. Ball Tammie L. Ball NOBLE: Noble Energy, Inc., a Delaware cot. a -at rn By: ✓/ ,.>� _ Jo:e,r . "o`/rzo Its: sr• I fact Page 10of14 STATE OF COLORADO ) ) ss. COUNTY OF WELD The foregoing instilment was acknowledged before me this litib clay of /Lk , 2012, by Leonard O. Ball. Witness my hand and official seal. cos.:R•......p My commission expires:3J �2 l) 16 14O®AR y • 2 PUBLIC • Or GOO . N a Public - (SEAL) STATE OF COLORADO ) ) ss. COUNTY OF WELD ) The foregoing instrument was acknowledged before me this 4711±day of/t/l.h , 2012, by Tammie L. Ball. __.�. �t Witness my hand and official seal. Ar G\tkr:k R ol�P\ G My commission expires: 4b- //ZD 13 ' NO 1► A LIC •' ,- 11,\\ .. . No y Public (SEAL) Page 11 of 14 STATE OF COLORADO ) ) ss. COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this 10'" day of May 2012, by Joseph H. Lorenzo as Attorney-In-Fact of Noble Energy Inc.. Witness my hand and official seal. My commission e il;,P,p,, 6-I1-106 aOTARY • Notary Public (SEAL) F t, Of COV o ;L e "'11nimu a oy mission Expitest Page 12 of 14 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Township 8 North, Range 63 West, 6t" P.M. Section 25: E2NE4 Weld County, Colorado Page 13of14 EXHIBIT B FORM OF PURCHASE AGREEMENT Page 14 oft 4 lb TETRA TECH MEMO To: Chris Gathman,Weld County Planning Department Cc: file From: Julie Cozad, Land Planning Manager,Tetra Tech Date: Tuesday, September 11, 2012 Subject: Water Recycling for Wells Ranch (USR#12-0057) and Briggsdale (USR#12-0056) Use by Special Review applications for Noble Energy/Wattenberg Holding, LLC(SemGroup) As discussed in a meeting on August 27, 2012 we would like to add future Water Recycling back into our Use by Special Review applications. Those attending the meeting included me, representing Noble Energy and Wattenberg Holding, LLC, Greg Pickerel from Noble Energy and representatives of Weld County, including you,Troy Swain,Weld County Department of Public Health and Environment and Assistant County Attorney, Brad Yatabe. We also had Steve Lindblom from the COGCC attending the meeting via conference call. As background,two projects have been submitted to the County for review, as referenced above. One project is known as the Briggsdale Truck Unloading Facility, located on Leonard and Tammie Ball's property and the other project is the Well's Ranch Central Processing Facility, located on the Well's Ranch, owned by Steve Wells. Initially future water recycling was shown on the submitted plans for both projects for the Pre- application meeting and Tetra Tech submitted the USR applications for the Completeness Review,showing future Water Recycling facilities on both projects as well. We received comments back from Planning after the initial Completeness Review and were told to remove any reference of water recycling from our applications. Tetra Tech submitted the USR applications,as advised by the County, and removed any references to future Water Recycling facilities. We then discussed the issue further with Troy Swain and he indicated that the County would be open to a meeting to discuss the situation. After the meeting,the County and the COGCC agreed that we could add the Water Recycling Facilities back onto the applications. It was indicated that conditions of approval could accommodate future review of the detailed plans for those facilities. At this time, Water Recycling is not anticipated to be constructed on either facility until a future time. Each facility would need to be designed and submitted to the County and COGCC for review, prior to construction. Since these facilities are not commercial, it was indicated that a Certificate of Designation would not be required. We understand that once these facilities are ready to move forward that a Minor Amendment would most likely be required by the County. Noble Energy would like to add Water Recycling to the applications now so that there is an opportunity to inform the public, adjacent landowners and referral agencies that a Water Recycling Facility is planned for the future. Tetra Tech 1900 S Sunset Street-Suite I-F. Longmont.CO 80501 Tel 303 772 5282 Fax 303.772.7039 www.tetrate_ch.cori The future Water Recycling facilities would be utilized by Noble Energy only and would not be commercial, as stated previously,but be for their own use. All gas will be directed to a nearby DCP gas compressor station and pipeline, water would be separated out of the oil and directed to the water recycling facility,and the oil will be sent to SemGroup's oil storage facility that is on the Wells Ranch property. The water that is sent to the recycling facility will be cleaned so that the water can be piped off-site for use at Noble's wells as frac water. Please include the use of future Water Recycling back into our application. We will provide you with updated maps if you require those at this time. If there is other additional information needed, please let us know. Thank you for your consideration. 2 Tetra Tech ABC Hello