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Home My WebLink About20072518.tiff CORJRESP®ND_ENCE JRESPONSE DEPARTMENT OF P- ` / Pte- P ( ajzt ea/ * * * PLEASE RESPOND WITHIN THREE DAYS.* * * IF RESPONSE WILL BE DELAYED, PLEASE NOTIFY"CTB GROUP" BY E-MAIL OF EXPECTED DATE FOR RESPONSE. �� _7 P RECOMMENDED ACTION: JUL 2 0 2007 �' Narrative: v194'<5 L1Fa? BOARD ACTION: (Initial by Approval) DL BJ / RM DR BG AGREE WITH RECOMMENDATION - v V 6) WORKSESSION - METEOD OF RESPONSE Board Action Work Session X Letter (Attached) Telephone Call No Response (explain) Department Head Signature M:\CAROL\OPMAN\RDCOM P2 On (y%) il� / 2007-2518 PUBLIC WORKS DEPARTMENT 1111 H STREET, P.O. BOX 758 tall16 GREELEY, COLORADO 80632 WEBSITE: WWW.CO.WELD.CO.US PHONE: (970) 356-4000, EXT. 3750 FAX: (970) 304-6497 COLORADO July 30, 2007 James L. Oster, Landowner 19923 WCR 43 La Salle, CO 80645 RE: Trucks using Conquest Disposal (19094 WCR 40 La Salle, CO 80645) on surrounding gravel roads Dear Mr. Oster: The attached memo documents a series of observations I made, in the above mentioned area, in response to your letter of concern. My observations, over a three day time period, indicate that Enviro-Cycle (Conquest Disposal) is adhering to the Road Maintenance Agreement under which they operate in Weld County. I did speak with the plant supervisor at the WCR 40 site and requested that the exit sign, with egress directions on it, be reattached at the exit so that drivers would be reminded of their haul routes. He responded that he would see that it was reattached. Recent changes in State of Colorado Oil & Gas Commission policies, have allowed an increased density of oil wells per acre, directly impacting the truck traffic on our county roads. Coupled with the immediate increase in truck traffic seen during the installation of a new well, increased truck traffic is unavoidable until the well becomes operational. At which time, the truck traffic will diminish somewhat. These causative factors have contributed to increased dust generation on our rural roads. Please feel free to contact the Weld County Public Works Department, if you have any questions or concerns regarding this matter, at (970) 304-6496 Sincerely,rd ,9/ 1472-1 Richard A. Hastings Weld County Compliance Agent M:\DUST\Enviro-Cycle Response Itr.doc (7.--Th MEMORANDUM TO: Pat Persichino DATE: 27-July-2007 W I FROM: Richard A. Hastings, Compliance Agent,Weld County Public Works SUBJECT: Dust Complaint(Enviro-Cycle)—WCR 40&39 COLORADO This complaint alleges that Enviro-Cycle(Conquest Oil) has reneged on their Road Maintenance Agreement and is now allowing their trucks to utilize WCR's 40&43 in order to access their facility at WCR 40&39. This in turn would cause an unreasonable increase in dust entering the Oster properties on WCR 43. 7-24-07 Results of one hour's observations: Location: (WCR 40 &39)- 11 trucks entered the Enviro-Cycle facility and utilized WCR 39 for access and egress. None traveled on WCR 40,which would have led them towards the Oster's properties. 3 other trucks (2 oil & 1 dump)traveled on WCR 40 but never entered the Enviro-Cycle property. Location: (WCR 43 in transit)- I observed 4 trucks (3 dump & 1 flat bed)on WCR 43,for a portion of this time period. 2 of the dumps (Borrego Services)came from south of WCR 40 on WCR 43 and traveled past the Oster's residences, causing a considerable amount of dust. I followed them into Greeley, in order to ascertain their destination. 7-25-07 Results of one hour's observations: Location: (WCR 43&44)- 18 small vehicles and 1 large flat-bed passed my location. No oil, water, or dump trucks passed the site during this time period. Location: (WCR 43 &42)-7 small vehicles and 1 trash truck passed my location. No oil, water, or dump trucks passed the site during this time period. *Spoke with Mr. Oster during this time, and he stated that many gravel and water trucks pass his residence usually early in the evening, causing a large amount of dust. Location: (WCR 40 & 39)-8 trucks entered the Enviro-Cycle facility from WCR 39. 6 trucks utilized WCR 39 for egress. 2 trucks remained on-site during the observation time. 1 truck entered the facility from WCR 40 and remained on-site during the observation time. *Spoke with an unidentified resident on WCR 40 who stated that he thinks most of the dust is caused by the oil trucks on WCR 43. He said that only occasionally do Enviro-Cycle trucks exit the facility and travel east on WCR 40. 7-26-07 Results of one hour's driving observations: Locations: (WCR 39,40 &43)-"Near Oster residences and Enviro-Cycle facility" No oil,water, or dump trucks passed my locations during this time period. *Placed a call to the Enviro-Cycle facility requesting reattachment of the"Exit West on WCR 40"sign, as per Mr. Oster's concern. Plant manager returned my call and said it had blown off. He would reattach it or replace it with a new sign. Conclusion: Enviro-Cycle (Conquest Oil) is generally adhering to its Road Maintenance Agreement and is not the main causative factor in WCR 43 dust generation. WCR 43 dust excesses are most likely caused by the truck traffic related to the numerous oil facilities located in close proximity to this area. Page 1 26-July-2007 M:\Ill ST\Enviro-cy ele(VCR 40&39).doc II ; _ I 1 4 , .. , II i 1 ,r I at 4, J r:. o _ rr; - , 2 Z94Y i.,-- > ' I - ,r i # , a t 7/1-4 ' is m., y„ t.. �' a'. ' ? I.7* }. -. . „ a I , >. ._. _r RESOLUTION RE: APPROVE ROAD MAINTENANCE AND IMPROVEMENTS AGREEMENT AND AUTHORIZE CHAIR TO SIGN - ENVIRO-CYCLE, LLC WHEREAS,the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, by Resolution#991201, dated May 19, 1999, the Board of Weld County issioners approved a Site Specific Development Plan and Use by Special Review Permit #1198, r Enviro-Cycle, LLC, on the following described real estate, to-wit: The NM NW% of Section 32, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado WHEREAS, pursuant to certain Conditions of Approval in said Resolution, the Board has been presented with a Road Maintenance and Improvements Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and Einviro-Cycle, LLC, with terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Road Maintenance and Improvements Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and Einviro-Cycle, LLC, be, and hereby is, approved. 'F pL £nvira • Cycic 214) 991601 1 PL1259 IMPROVEMENTS AGREEMENT- ENVIRO-CYCLE, LLC PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 19th day of July, A.D., 1999. BOARD OF COUNTY COMMISSIONERS • /I D COUNTY, COL RADO/1,1414 , :• �I Dale K. Hall, Chair I4. Board • 7440 • r m e Board__ Georg xter APPROVED TO FORM: M. J Gene Co ty Attomey Glenn Vaal-.) 991601 PL1259 • COUNTY OF WELD, STATE OF COLORADO ROAD MAINTENANCE AND IMPROVEMENTS AGREEMENT THIS AGREEMENT,made and entered into this / -2. day of 1999, by and between the COUNTY of WELD, STATE OF COLORADO,hereinafter called" unty"and Enviro-Cycle, LLC, hereinafter called "Enviro-Cycle," and WHEREAS, Enviro-Cycle has been granted a Weld County Use by Special Review Permit for an oil and gas support and service facility (brine water disposal) operation on 8 acres, portions of the N2 NW4 of Section 32, Township 4 North, Range 65 West of the 6th Principal Meridian, and WHEREAS, the brine water disposal will generate an increase in vehicle traffic, and WHEREAS, the existing County roads that serve the brine water disposal will require increased maintenance and improvement due to the increase in vehicle traffic, and WHEREAS, the County and Enviro-Cycle have reviewed maintenance and improvements proposals put forth by Enviro-Cycle, and both parties agree that such maintenance and improvements will enhance the accessibility and safety of the roads that serve said brine water disposal. NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, the County and Enviro-cycle agree as follows: 1. The County roads which serve said brine water disposal are Weld County Road (WCR) 40 between WCR 39 and the main entrance, approximately 500 feet east (haul route). 2. The additional upgrading and paving through the main entrance from approximately 500 feet. This paving will be four inches thick or full depth asphalt and 24 feet wide with six inches of aggregate base course with four-foot gravel shoulders. 3: Enviro-Cycle agrees to excavate and patch any damage on WCR 40 that has been created by heavy hauling from brine water disposal as determined by Weld County Public Works Department. 4. At any time in the future, when WCR 40 damage has increased beyond the point that patching can reasonably restore the road, Enviro-Cycle will cooperate with County in the reconstruction of those parts of said mad. 5. When reconstruction is reqdired, the details of such reconstruction and the amount of asphalt and aggregate base course required will be determined by sampling and testing of the existing road by the Weld County Public Works Department. 6. When reconstruction is required, Enviro-Cycle will supply and pay the cost of the hot bituminous pavement, aggregate base course, equipment, and labor for reconstruction.. 7. When reconstruction is required,County will reimburse Enviro-Cycle for the cost of AC-10 liquid asphalt for the manufacture of hot bituminous pavement. Post-it°Fax Note 7671 Date, ig-O,IPages� 4 I IIIIII iiIII II'I'I 'IM"I' IIIII'l • 2713817 08/13/1899 03:30PillII (II III III II'I Co./Dept.n CZ N/►1-t'l Co From Pe era., County CO I of 3 R 0.00 D 0.00 JP Suk i Tsukamoto Ph ye# Phone# F7 USQ-Itq S Fax# Road Maintenance and Improvements Agreement Page 2 8. All construction and materials controls for a project will be in accordance with the 1991 Standard Specifications for Road and Bridge Construction,and modified by the December I, 1996, Supplemental Specifications, as provided by the Colorado Department of Transportation. During Construction, signage shall be posted in accordance with the Uniform Manual on Traffic Control Devices. 9. The term of this Agreement is from the date of entering as aforementioned, and shall run continuously until Enviro-Cycle ceases its operation of said brine water disposal. 10. County shall be responsible for payment of costs due in future fiscal years only if fundner are appropriated and are otherwise available for the services and functions which are ktt le described herein. 11. No Third Party Beneficiary Enforcement: It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement,and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties, and nothing contained in this Agreement shall give or allow any claim or right of actions whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be deemed an incidental beneficiary only. 12. Indemnification:To the extent authorized by law,Enviro-cyde agrees to indemnify, save, defend, and hold harmless County from any and all liability incurred as a result of acts, omissions,or failures to act by Enviro-Cycle in his performance of the duties set forth in this Agreement on those portions of WCR 40 described in this Agreement. The term liability includes, but is not limited to, any and all claims, damages, and court awards, including costs,expenses, and attorneys- fees, incurred as a result of any act or omission by Enviro-Cycle and it employees. 13. No modifications, amendment, novation, renewal, or other alteration of or to this Agreement shall be deemed valid or any force or effect whatsoever,unless mutually agreed upon in writing by the undersigned parties. NO breach of any term,provision,or clause of this Agreement shall be deemed,waived or excused, unless such waiver or consent shall be in writing or signed by the party claimed to have waived or consented. Any consent by any party hereto, or waiver of, a breach by any other party, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach. 14. Non-Assignment: This Agreement shall not be assignable without prior written consent of County or Enviro-Cyde,whichever is the non-assigning party. 1101 11111111111 IIIIII III 111111 11111 111111111111 1111 2713817 08/13/1988 03:30P Hold County CO 2 of 3 R 0.00 D 0.00 JR Suki Taukamoto Road Maintenance and Improvements Agreement page 3 IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement the day and year first above wri n. ATTEST: jI . Q, � BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO • Weld County Clerk to the :P.rd �� , 1511 p BY: BY: [27>- � ' ;Dale IC Hall, ' (0;-i-1_ ,. ) Deputy County Clerk ♦u,I'�1r� ENVIRO-CYCLE, LLC MIKE CERVI t a BY: emu- TITLE: lini'Sr MAYA'S tt m:\wpfiles\a greemendchalleng 11111111111 OEM 11101 11111111111111111 I I I 11111 2713817 08/13/1999 03:30P Meld County CO 3 of 3 R 0.00 D 0.00 JA Suk1 Tsukamoto octl\f '1i MEMORANDUM. „ CTO: Clerk to the Board DATE: July 14, 1999 COLORADO• FROM: Frank B.Hempen, Jr1—"J Director of Public Works/County Engineer SUBJECT: Agenda Item Please submit the following item for the Board's next agenda. Road Maintenance and Improvements Agreement between Weld County and Enviro-Cycle,LLC. The appropriate documentation is attached. Enclosures pc: WCR 40 file 991601 CORRESPONDENCE IRESPON E DEPARTMENT OF / wt_hAud`n PLC- Pe * * * PLEASE RESPOND WITHIN THREE DAYS* * * IF RESPONSE WILL BE DELAYED, PLEASE NOTIFY"CTB GROUP" BY E-MAIL OF EXPECTED DATE FOR RESPONSE. RECOMMENDED ACTION: Weld CouniI F a Cepariment GRFFL.EY OFFICE Narrative: JUL.. 1 7 2007 MAL filirtNIA)10-1 C5 rs RECEIVED 33-tivck �a,s . `ft US - �; ,� cvl dual_ cal)(' y Wtzuvvfrewaft ct . 4(G t r;cykc ,, "_�I tnllIG m,4" .�UU- L� t-{ G� aka I pro�'Y'q u,�_ t S (, tauWl�,►�1�,Q. . V (J MFTEIOD OF RESPONSE: Board Action - Work Session - Letter (Attached) - Telephone Call - No Response (explain) 4019 A$ Department Head Signature M:\CAROL\OPMAN\RDCOM P2 July 9, 2007 Weld County Commissioners 915 Tenth Street Greeley, CO 80632 RE: Trucks using Conquest Disposal 19094 Weld County Road 40 La Salle, CO 80645 using surrounding gravel roads Dear Sirs: At the time of the request for a Special Use permit, the date of which is unknown but was possibly 5 or more years ago, for the above referenced injector well for disposal of salt brine from oil wells, many of the owners of the lands surrounding the injector well and those living on surrounding county gravel roads objected to the location of the injector well in this area because of the potential use of county gravel roads by the trucks coming and going from the injector well. The objections were based partially on the increased wear and tear on county gravel roads and the presence of the huge clouds of dust throwing extra dust into the already polluted skies and preventing proper visibility by following and oncoming traffic on the gravel roads. At the time of this request, the owners disputed the landowners' request that the trucks use only paved roads, but they told the Weld County commissioners that they would require all truck traffic coming and going to the site use only Weld County Road 39 unless they were specifically serving local wells on the graveled Weld County Roads 40, 42, or 43. The permit was granted with the specific stipulation that all truck traffic entering or leaving the injector well site would abide by the statement in the previous paragraph and that there must be a sign at the site instructing all truck drivers that they must use the paved road, Weld County Road 39, unless servicing a local well along Weld County Roads 40, 42, or 43. There used to be such a sign on the fence at the injector well facility giving such instructions. Today, July 9, 2007, the sign is no longer there. We are currently, and have been for the past month or more, experiencing a great increase in the amount of traffic on these graveled Weld County Roads 40, 42, or 43. These trucks travel at great speed generating huge clouds of dust that travels up to 1/4th of a mile or more over our premium hay fields and into our yards, houses, and lungs. Perhaps they are not going much more than the legal speed of 55 mph, but considering their size and their contents, and the ensuing dust clouds that penetrates crops, homes, and the lives of the residents of the area are put at unnecessary risk; the dust also causes extremely low visibility distances especially when more than one truck travels together. Page 2 Weld Co. Commissioners Re: Injector Well Questions that we have are: 1. Are the rules stating that truck traffic to and from the injector well facility must use the paved road, Weld County Road 39, unless servicing a local well along Weld County Roads 40, 42, or 43 still in effect? 2. If the above rule is not in effect, when was it repealed and why were the surrounding land owners not notified so they could appeal such a decision and can this rule should be reinstated to protect the lives and crops of the landowners along these graveled roads already mentioned. 3. If the above rule is still in effect, then action must be taken by the appropriate persons and/or departments to enforce these rules. We anticipate eagerly your consideration of the above problem and your response to this problem. You can contact us at 970-284-6446. Thank you. Sincerely, ames L. Oster, Landowner 19923 WCR 43 La Salle, CO 80645 Lelia E. Oster, Landowner 19923 WCR 43 La Salle, CO 80645 IN w vn . I n ntirca4 CO NN I N g1 :xi-- ' _ 4 VI law -, 0 sz en pi rNl.co CO In _nrit• I- "IT'jd) ( Ch 7'n(L N lo C‘EL,, . al 1`� 39 IL1 I I Z LJ ❑ o : a 7 cr v > t° SITE SPECIFIC DEVELOPMENT PLAN SPECIAL REVIEW PERMIT DEVELOPMENT STANDARDS ENVIRO-CYCLE, LLC USR#1198 21 The Site Specific Development Plan and Special Use Permit is for an Oil and Gas Support and Service facility(brine water disposal) in the A (Agricultural)Zone District, as indicated in the application materials on file and subject to the Development Standards stated hereon. �. Approval of this plan may create a vested property right pursuant to Section 90 of the Weld County Zoning Ordinance. 3. The facility shall be constructed and operated to ensure that contamination of soil and groundwater does not occur. 4- 4. A manager, knowledgeable in operating an injection well, shall be on site when the facility is receiving waste. The facility shall obtain water from the Central Weld County Water District. cr 6.— A four-foot square sign, not to exceed 16 square feet, shall be posted at the entrance gate listing wastes accepted, hours of operation, 7:00 a.m. to 7:00 p.m., and twenty-four hour emergency telephone number. 7. Any wastes generated on the facility shall be disposed in accordance with the Colorado Solid Waste Act,Section 30-20-100.5,C.R.S., or other appropriate rule, regulation, or law. No disposal of waste, other than Class II, as defined by the Environmental Protection Agency is permitted. Any change from the approved Class II use would require an amendment to this Special Review Permit. tit The maximum permissible noise level shall not exceed 70 db(A), as measured according to Section 25-12-102, C.R.S. tst. Fugitive dust must be controlled on this site. . All chemicals stored on-site must be in locked buildings,on an impervious surface, provided manufacturer recommendations for safe storage and handling are in accord. In any event, manufacturer recommendations will take precedence. It The surfaces around the disposal area shall be constructed of an impervious material, and graded to insure that all spilled waste is contained within the unloading pad. �'@ 13. The facility must be entirely fenced and shall maintain locking gates during periods when tr" the facility is closed. • "Po '4-)-'44),. 14. Any analysis of waste will be forwarded to the Weld County Department of Public Health o and Environment. The Department reserves the right to require monitoring at a later date. r 991201 PL1259 4, 1 DEVELOPMENT STANDARDS - ENVIRO-CYCLE, LLC (USR#1198) PAGE 2 cam' -315. This facility must comply with the laws, standards, rules and regulations of the Air Quality V c Control Commission,the Water Quality Control Commission, the Hazardous Materials and • ; Solid Waste Division, the Colorado Oil and Gas Conservation Commission, any other V u im` applicable agency, and all applicable Weld County zoning laws and ordinances. ��l 4 16. Any petroleum contaminated soils on the facility shall be removed and disposed in 49 accordance with all applicable rules and regulations. X417. The concrete receiving pad shall be cleaned at a frequency that prevents oils and other wastes from building up on the pad. At a minimum, the pad shall be washed daily, with a jet hose to remove any waste build-up. c �p7"I ---S It During.winter months, the facility shall maintain the receiving pad free of ice. H -----S At a minimum, the underdrain shall be inspected weekly. The facility shall maintain a log on-site recording the date the underdrain was inspected and any observations during the inspection. In the event fluids are detected in the underdrain, the facility shall cease operations and notify the Colorado Oil and Gas Conservation Commission and the Weld County Departments of Public Health and Environment and Planning Services. No fluids shall be received at the site until the source of the fluids in the underdrain is identified, repaired; and any remedial work has been completed. fir. A biocide shall be injected into fluids received at the facility. at The integrity of the approved covering over the"lined cellar" and the "above ground solids control system" shall be maintained to protect people and wildlife from entering. W. Personnel from the Weld County Departments of Public Health and Environment and Planning Services shall be granted access onto the property at any reasonable time in order to .ensure the activities carried out on the property comply with the Development Standards stated herein and all applicable Weld County regulations. cti ag. The applicant shall provide adequate toilet facilities (Port-A-Pottys) during construction of the facility. . • .� 1.� The 25-foot auxiliary road delineated on the plat will be used for fire protection and C� emergency use only. } 925. The trucks will turn east at the end of the entrance road and enter onto a concrete grain I y O.. slab. After depositing the water trucks will move west across the slab and exit the facility through the main entrance. qv tt. 26. All tanks and structures shall be painted an earth-tone color and shall be maintained. Truck traffic from the facility shall exit only to the west on Weld County Road 40, unless e..1 those trucks have wellhead access served by Weld County.Road 40. 991201 PL1259 DEVELOPMENT STANDARDS - ENVIRO-CYCLE, LLC (USR#1198) PAGE 3 , 28. The property owner or operator shall be responsible for complying with the Design 4,;,77 Standards of Section 24.5 of the Weld County Zoning Ordinance. 29. The property owner or operator shall be responsible for complying with the Operation Standards of Section 24.6 of the Weld County Zoning Ordinance. �. Personnel from the Weld County Departments of Public Health and Environment and Planning Services shall be granted access onto the property at any reasonable time in order to ensure the activities carried out on the property comply with the Development Standards stated hereon and all applicable Weld County regulations. Qrs 31. The Special Review area shall be limited to the plans shown hereon and governed by the foregoing standards and all applicable Weld County regulations. Substantial changes from the plans or Development Standards as shown or stated shall require the approval of an amendment of the Permit by the Weld County Board of Commissioners before such changes from the plans or Development Standards are permitted. Any other changes shall be filed in the office of the Department of Planning Services. St✓k' 32. The property owner or operator shall be responsible for complying with all of the foregoing Development Standards. Noncompliance with any of the foregoing Development Standards may be reason for revocation of the Permit by the Board of County Commissioners. • • 991201 PL1259 RESOLUTION RE: ACCEPT STIPULATION IN CASE 01-CV-713, ENVIRO-CYCLE, LLC, PLAINTIFF, V. BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO, DEFENDANT,WHICH STIPULATION PROVIDES FOR THE DISMISSAL OF THE LAWSUIT CONTINGENT UPON THE CLOSING OF A TRANSACTION TRANSFERRING A PORTION OF THE LAND, AND THE EQUIPMENT AND OPERATION DESCRIBED AS AN OIL AND GAS SERVICE FACILITY (BRINE WATER DISPOSAL) UNDER USE BY SPECIAL REVIEW PERMIT#1198 PURSUANT TO AN ASSET PURCHASE AGREEMENT BETWEEN THE PLAINTIFF AND CONQUEST OIL COMPANY - ENVIRO-CYCLE, LLC AND CONQUEST OIL COMPANY WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS,following public notice the Board of County Commissioners held a public hearing on the 3rd day of June, 2002, at the hour of 10:00 a.m. in the Chambers of the Board for the purpose of considering the application of Enviro-Cycle, LLC, do Mike Cervi, P.O. Box 169, Sterling, Colorado 80751, and Conquest Oil Company, 1610 29th Avenue Place, Suite 2, Greeley, Colorado 80631, to accept a Stipulation in Case 01-CV-713, Enviro-Cycle, LLC, Plaintiff(hereinafter"Enviro-Cycle"), v. Board of County Commissioners of Weld County, Colorado, Defendant, and WHEREAS, said stipulation provides for the dismissal of the lawsuit contingent upon the closing of a transaction transferring a portion of the land, and the equipment and operation described as an Oil and Gas Service Facility (brine water disposal) under Use by Special Review Permit#1198 pursuant to an Asset Purchase Agreement between the Plaintiff and Conquest Oil Company(hereinafter"Conquest"), and WHEREAS, the stipulation provides for the transfer of Use by Special Review Permit#1198 to Conquest, reinstates the Use by Special Review Permit in Conquest's name, extends the hours of operation to 7:00 a.m. to 9:00 p.m., and recognizes, in conjunction with Recorded Exemption #3088, realignment of the Use by Special Review parcel to delete that area currently used for agricultural purposes, and define the boundary of Amended Use by Special Review Permit#1198 as all that portion of Recorded Exemption Lot A, east of the west line of the original Use by Special Review Permit, extended north to Weld County Road 40, on a portion of the following described real estate, to-wit: N1/2 NW1/4 of Section 32, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado WHEREAS, said applicants were represented by Dale Butcher, Conquest uii Company, at said hearing, and WHEREAS, Section 23-2-230 of the Weld County Code provides standards for review of a Use by Special Review Permit, and rc . AL C .4`,/ / /t. 2002-1430 ET7 PL1259 SPECIAL REVIEW PERMIT#1198 - ENVIRO-CYCLE, LLC AND CONQUEST OIL COMPANY PAGE 2 WHEREAS, the Board of County Commissioners heard all of the testimony and statements of those present, studied the request of the applicant and the recommendations of the Weld County Attorney's Office, and the Weld County Departments of Planning Services, Public Health and Environment, and Public Works, and all of the exhibits and evidence presented in this matter and, having been fully informed, finds that this request shall be approved for the following reasons: 1. It is the opinion of the Board of County Commissioners that the proposed stipulation is in compliance with Section 23-2-230.B of the Weld County Code and Use by Special Review Permit#1198, as originally approved. 2. It is the opinion of the Board of County Commissioners that the proposed stipulation will assure compliance with the terms and conditions of Use by Special Review Permit#1198, and will lessen the possibility of future violations particularly with respect to the operations of the brine water disposal facility. 3. It is the opinion of the Board of County Commissioners that the proposed stipulation will protect the health, safety, and welfare of the inhabitants of Weld County. 4. It is the opinion of the Board of County Commissioners that accepting the Stipulation is a fair and just resolution of a disputed claim of the Plaintiffs. NOW,THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the application of Enviro-Cycle, LLC, do Mike Cervi, and Conquest Oil Company, to accept a Stipulation in Case 01-CV-713, Enviro-Cycle, LLC, Plaintiff, v. Board of County Commissioners of Weld County, Colorado, Defendant, on a portion of the parcel of land described above, be, and hereby is, granted. BE IT FURTHER RESOLVED that the transfer of the Use by Special Review Permit#1198 to Conquest Oil Company is approved and reinstated in Conquest's name,with the hours of operation set from 7:00 a.m. to 9:00 p.m., and recognizing, in conjunction with Recorded Exemption #3088, the realignment of the Use by Special Review Permit#1198 parcel to delete that area currently used for agricultural purposes, and define the boundary of Amended Use by Special Review Permit#1198 as all that portion of Recorded Exemption Lot A, east of the west line of the original Use by Special Review Permit, extended north to Weld County Road 40, subject to the following conditions: 1. The terms and conditions of Use by Special Review Permit#1198 shall remain as set forth in the Use by Special Review plat recorded, except as expressly modified by said Stipulation and this Resolution, and 2. Conquest shall prepare and record an amended plat, denoted as Amended Use by Special Review Permit#1198, reflecting the terms of this Resolution within 30 days of the closing of the transaction between Conquest and Enviro-Cycle. 2002-1430 PL1259 SPECIAL REVIEW PERMIT#1198- ENVIRO-CYCLE, LLC AND CONQUEST OIL COMPANY PAGE 3 3. Conquest shall ratify and accept the existing Road Maintenance and Improvements Agreement currently in effect between Weld County and Enviro- Cycle. BE IT FURTHER RESOLVED that the effective date of this Resolution shall be the date of the closing of the transaction between Conquest and Enviro-Cycle, and this Resolution shall be null and void and of no force or effect if said closing fails to occur. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 3rd day of June, A.D., 2002. BOARD OF COUNTY COMMISSIONERS • - �D WELD COUNTY, OLORADO ATTEST: Gle aad, Chair e Weld County Clerk tot YB• :rd 4:-.•; •• xi i/ I' — e . .. /AQ: David E. L g, Pro-Te BY: Deputy Clerk to the L -f?% m. ` /V igcL �`k1 M. J. eile AP AST � `� Ili H. Jerken o my Attorney Robert D. Masden Date of signature: Ufa 2002-1430 PL1259 DISTRICT COURT, WELD COUNTY, COLORADO Court Address: 901 91°Avenue,P.O.Box 2038, Greeley, CO 80632 Phone Number: (9701 351-7300 ENVIRO-CYCLE,L.L.C., Plaintiff, v. BOARD OF COUNTY COMMISSIONERS OF WELD A FOR COURT USE ONLY COUNTY, COLORADO, Defendant. Lee D. Morison,Assistant Weld County Attorney Case Number: 01-CV-713 915 Tenth Street P.O. Box 758 Division: I Greeley,CO 80632 Phone Number: (970)336-7235 Fax Number: (970)352-0242 E-Mail: Lmorrisonna,co.weld.co.us Attorney Registration#8067 Jonathon D. Bergman Davis Graham& Stubbs LLP 1550 Seventeenth Street Suite 500 Denver, CO 80202 Phone Number: (303) 892-9400 Fax Number: (303) 893-1379 E-Mail: Jon.bergman@dgslaw.com Attorney Registration#26473 STIPULATION S tIPULATION OF PARTIES COMES now the Parties, individually and by and through their respective counsel of record and Stipulate and Agree as follows 1. That this matter is currently stayed pursuant to an Order of Court of March 19, 2002 until July15,2002 based upon the representation of the parties that settlement discussions were ongoing. 2. That a settlement has been reached contingent upon closing of a sale of the subject facilities pursuant to an Asset Purchase Agreement between the Plaintiff and Conquest Oil,Inc. (hereinafter"Conquest"). 3. That the Board of County Commissioners will have executed this document contingent upon closing of the transaction between Plaintiff and Conquest following consideration in a public hearing of a Resolution regarding USR Permit #1198 which approves the transfer of the USR to Conquest,reinstates the USR in Conquest's name and extends hours of operation to 7 AM to 10 PM. 4. That the Defendant represents that no limitation has been placed on the authority of the Plaintiff to continue to conduct business in Weld County except that, upon closing of the transaction between Plaintiff and Conquest,Plaintiff shall have no authority to operate under USR Permit#1198. 5. That the Parties agree to file a joint Motion to Dismiss this case with prejudice upon closing of the transaction between Plaintiff and Conquest,each party to pay all of its own costs, fees and expenses of every kind already incurred in the course of this litigation. That this document is in the form of mutual offer for settlement to compromise or attempt to compromise a disputed claim pursuant to Rule 408 C.R.E. and shall be inadmissible in this or any other proceeding. No portion of this Stipulation shall prejudice any claim or defense of either party in this action unless and until there is a closing of the transaction between Plaintiff and Conquest. Respectfully submitted, BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY BRUCE T.BARKER WELD COUNTY ATTORNEY Lee D. Morrison #8067 Glenn Vaad,Chair Assistant Weld County Attorney ENVIRO-CYCLE,LLC Jonathon D. Bergman #26473 141 By its DISTRICT COURT,WELD COUNTY, COLORADO Court Address: 901 91,Avenue,P.O.Box 2038, Greeley,CO 80632 Phone Number: (9701351-7300 ENVIRO-CYCLE,L.L.C., Plaintiff, v. BOARD OF COUNTY COMMISSIONERS OF WELD A FOR COURT USE ONLY COUNTY, COLORADO, Defendant. Lee D. Morrison,Assistant Weld County Attorney Case Number: 01-CV-713 915 Tenth Street P.O. Box 758 Division: I Greeley, CO 80632 Phone Number: (970)336-7235 Fax Number: (970) 352-0242 E-Mail: Lmorrison@co.weld.co.us Attorney Registration#8067 Jonathon D. Bergman Davis Graham &Stubbs LLP 1550 Seventeenth Street Suite 500 Denver, CO 80202 Phone Number: (303) 892-9400 Fax Number: (303) 893-1379 E-Mail: Jon.bergman(E,dgslaw.com Attorney Registration#26473 STIPULATION STIPULATION OF PARTIES COMES now the Parties, individually and by and through their respective counsel of record and Stipulate and Agree as follows 1. That this matter is currently stayed pursuant to an Order of Court of March 19, 2002 until July15, 2002 based upon the representation of the parties that settlement discussions were ongoing. 02O40.2 -fil30 2. That a settlement has been reached contingent upon closing of a sale of the subject facilities pursuant to an Asset Purchase Agreement between the Plaintiff and Conquest Oil,Inc. (hereinafter"Conquest"). 3. That the Board of County Commissioners will have executed this document contingent upon closing of the transaction between Plaintiff and Conquest following consideration in a public hearing of a Resolution regarding USR Permit #1198 which approves the transfer of the USR to Conquest,reinstates the USR in Conquest's name and extends hours of operation to 7 AM to 10 PM. 4. That the Defendant represents that no limitation has been placed on the authority of the Plaintiff to continue to conduct business in Weld County except that,upon closing of the transaction between Plaintiff and Conquest, Plaintiff shall have no authority to operate under USR Permit#1198. 5. That the Parties agree to file a joint Motion to Dismiss this case with prejudice upon closing of the transaction between Plaintiff and Conquest, each party to pay all of its own costs, fees and expenses of every kind already incurred in the course of this litigation. That this document is in the form of mutual offer for settlement to compromise or attempt to compromise a disputed claim pursuant to Rule 408 C.R.E. and shall be inadmissible in this or any other proceeding. No portion of this Stipulation shall prejudice any claim or defense of either party in this action unless and until there is a closing of the transaction between Plaintiff and Conquest. Respectfully submitted, BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY BRUCE T.BARKER WELD COUNTY ATTORNEY ee D. Morrison #8067 Glenn Vaad, Chazr /o:�/4 �a .stant Weld County Attorney 2 D ENVIRO-CYCLE,LLC Jo on D.Bergman #26473 By its ,2ctoz- 1930 RE: SITE SPECIFIC DEVELOPMENT PLAN AND SPECIAL REVIEW PERMIT #1198 FOR AN OIL AND GAS SUPPORT AND SERVICE FACILITY (BRINE WATER DISPOSAL) IN THE A (AGRICULTURAL)ZONE DISTRICT Legal Description: Lot A of RE-3308; being located in the NY2 NW'/4 of Section 32, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado. History: A hearing before the Board of County Commissioners was held on the 9th day of November, 1998, at which time the Board deemed it advisable to continue said matter to December 21, 1998, then to January 20, 1999, then to January 27, 1999, then to March 3, 1999, then to April 21, 1999, then to May 19, 1999, at which time the Board approved USR-1198. April 30, 2001 Show Cause Hearing July 25, 2001 Show Cause Hearing continued June 18, 2001 Show Cause Hearing continued June 25, 2001, Revocation of USR-1198 by the Board of County Commissioners. Recommendation: The Department of Planning Services staff recommends that should the Board of County Commissioners wish to un-revoke Use by Special Review (USR) 1198, that the previous Development Standards as originally approved in USR-1198 be included in the revised permit. Additionally, the Department recommends that the applicant shall record a revised plat showing the amended boundaries of the Use by Special Review (USR) permit to be consistent with the boundary of Lot A as approved in Recorded Exemption 3308. 2002-1431 HEARING CERTIFICATION DOCKET NO. 2002-39 RE: CONSIDER ACCEPTING STIPULATION IN CASE 01-CV-713, ENVIRO-CYCLE, LLC, PLAINTIFF, V. BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO,DEFENDANT,WHICH STIPULATION PROVIDES FOR THE DISMISSAL OF THE LAWSUIT CONTINGENT UPON THE CLOSING OF A TRANSACTION TRANSFERRING A PORTION OF THE LAND,AND THE EQUIPMENT AND OPERATION DESCRIBED AS AN OIL AND GAS SERVICE FACILITY (BRINE WATER DISPOSAL) UNDER USE BY SPECIAL REVIEW PERMIT #1198 PURSUANT TO AN ASSET PURCHASE AGREEMENT BETWEEN THE PLAINTIFF AND CONQUEST OIL COMPANY - ENVIRO-CYCLE, LLC AND CONQUEST OIL COMPANY A public hearing was conducted on June 3, 2002, at 10:00 a.m., with the following present: Commissioner Glenn Vaad, Chair Commissioner David D. Long, Pro-Tem Commissioner M. J. Geile Commissioner William H. Jerke Commissioner Robert D. Masden Also present: Acting Clerk to the Board, Esther Gesick Assistant County Attorney, Lee Morrison Planning Department representative, Monica Mika Health Department representative, Trevor Jiricek Public Works representative, Don Carroll The following business was transacted: I hereby certify that pursuant to a notice dated May 17, 2002, and duly published May 22, 2002, in the Tri-Town Farmer and Miner and the Greeley Tribune, a public hearing was conducted to consider Accepting a Stipulation in Case 01-CV-713, Enviro-Cycle, LLC, Plaintiff, v. Board of County Commissioners of Weld County, Colorado, Defendant,which Stipulation Provides for the Dismissal of the Lawsuit Contingent upon the Closing of a Transaction Transferring a Portion of the land, and the Equipment and Operation Described as an Oil and Gas Service Facility (brine water disposal)under Use by Special Review Permit(USR)#1198 Pursuant to an Asset Purchase Agreement Between the Plaintiff and Conquest Oil Company. Lee Morrison, Assistant County Attorney, made this a matter of record. He stated USR#1198 was revoked by action of the Board on June 25, 2001, and Enviro-Cycle, LLC, later filed a lawsuit seeking to overturn the motion. He stated the lawsuit has been stayed pending the outcome of today's hearing. Mr. Morrison stated there is an Asset Purchase Agreement with Conquest Oil Company,and approval of the Stipulation to be filed with the Court will result in a dismissal with prejudice. He stated the operation will transfer to Conquest Oil Company as Amended Use by Special Review Permit #1198, with proposed changes to the hours of operation and the permit area. He clarified that although the permit boundary is proposed to be amended, the area of operation will not be altered, and Conquest will also be required to ratify a Road Maintenance Improvements Agreement and record an amended plat which documents all the changes. 2002-1436 ed.' PLC fill; AiLl2.0) PL1259 HEARING CERTIFICATION - ENVIRO-CYCLE, LLC AND CONQUEST OIL COMPANY (USR#1198) PAGE 2 In response to Commissioner Geile, Mr. Morrison stated the Stipulation provides for the transfer of the brine water disposal operation, and the Recorded Exemption will divide off a portion of the property which is not relevant to the operation. Monica Mika, Director of Planning Services, referred to a map showing the boundaries of Recorded Exemption Lots A and B in green and yellow, respectively, and the Use by Special Review boundary in burgundy. She stated the new Use by Special Review Permit boundary will become consistent with the boundary for Lot A of Recorded Exemption #3308; however, the operation boundary will not change, which will create an additional buffer associated with the operation, and staff has no conflicts with this proposal or the Recorded Exemption. Ms. Mika stated the Recorded Exemption materials are in compliance with Section 24-8-40.6.1 through 24-8-40.6.6. She stated this case is unique because this properly was part of another Recorded Exemption within the past ten years; however, due to the current circumstances with pending court litigation, staff is agreeable to waiving the restrictions. She stated no additional building sites will be created;however, Lot B is still eligible for a residence. She further stated there are no residences on Lot A, which includes the brine water disposal operation. In response to Chair Vaad, Mr. Morrison stated he has discussed the form of the Stipulation with the current operator's attorney; however, the document needs to be signed. Dale Butcher represented Conquest Oil Company and stated after discussing the new proposed hours of operation, the applicant is willing to reduce the request to 9:00 p.m. to address the concerns of the surrounding property owners. Responding to Commissioner Geile, Mr. Butcher stated although the permit area will be expanded through this proposal, they will continue to operate the facility that is enclosed within the fence line. He stated the area outside the current permit boundary is not proposed for any additional use. Rather, they have discussed transferring the area west of the current permit boundary line to the McDonalds who own land adjacent to this site on the west. In response to Commissioner Masden, Mr. Butcher stated they intend to improve the appearance of the site,and there will likely be some changes to the operations to improve the existing situation. He stated they anticipate fewer complaints and a more attractive facility. Responding to Commissioner Geile,Mr.Butcher stated the primary contingency of the Asset Purchase Agreement is to receive approval of the Stipulation and Amended Use by Special Review Permit#1198. He stated there are no financial contingencies; however,there are Due Diligence contingencies which they are currently working on. Mr. Butcher stated they intend to close on the property 30 days after approval of this amended permit and Recorded Exemption. He stated if these items are approved today, they are in agreement with the terms of the Purchase Agreement, and the only thing that could prevent them from closing on the property are the provisions under Due Diligence. In response to Mr. Morrison, Mr. Butcher confirmed the applicant would like to assign the area west of the existing permit boundary to Mr. McDonald. Mr. Morrison stated to ensure that the proposal is not hindered in the future,the Resolution will need to clarify that the western portion is not to be included in the amended Use by Special Review Permit boundary. Chair Vaad referred to a memorandum submitted by Cindi Etcheverry,marked Exhibit E,indicating the Department of Public Health and Environment has no objections to this proposal. Don Carroll, Department of Public Works, stated he has no objections with the assurance that all of the transportation items will be transferred from the current operator to Conquest. Commissioner Jerke commented this facility is located near the intersection of Weld County Roads 39 and 40, which is on the list for funding and improvements in the very near future to create better sight distances. 2002-1436 PL1259 HEARING CERTIFICATION - ENVIRO-CYCLE, LLC AND CONQUEST OIL COMPANY (USR #1198) PAGE 3 Brian McDonald, surrounding property owner, stated the potential operator has been very cooperative and he is agreeable to the 9:00 p.m. closing time. There being no further comments, Chair Vaad closed public testimony. Mr. Morrison stated if the Board agrees to extend the hours of operation, the Resolution will need to be modified to reflect that change, and exclude the area west of the current Use by Special Review Permit boundary from the amended Use by Special Review Permit Boundary as shown on the file map. In response to Commissioner Geile, Mr. Morrison stated Conquest IS not responsible for operations at the site until the Asset Purchase Agreement closes. He further stated if this agreement does not close,the property would remain in Enviro-Cycle's name with a revoked permit and result in court litigation,and Conquest Oil Company would be relieved from any responsibilities of the agreement. In response to Commissioner Jerke,Mr. Butcher indicated the property transfer to Mr. McDonald would also include the area northwest of the permit boundary line. Monica Mika, Director of Planning Services, stated the McDonald property was created under Subdivision Exemption #72, which will need to be modified to reflect the additional area to be acquired. Commissioner Geile moved to accept the Stipulation in Case 01-CV-713, Enviro-Cycle, LLC, Plaintiff, v. Board of County Commissioners of Weld County, Colorado, Defendant, which Stipulation Provides for the Dismissal of the Lawsuit Contingent upon the Closing of a Transaction Transferring a Portion of the land,and the Equipment and Operation Described as an Oil and Gas Service Facility(brine water disposal) under Use by Special Review Permit#1198 Pursuant to an Asset Purchase Agreement Between the Plaintiff and Conquest Oil Company, based on the recommendations of the Planning staff and County Attorney's Office, with the Conditions of Approval as entered into the record. His motion also included extending the hours of operation to 7:00 a.m. to 9:00 p.m. and defining the boundary of Amended Use by Special Review Permit #1198 as all that portion of Recorded Exemption Lot A, east of the west line of the original Use by Special Review Permit, extended north to Weld County Road 40. The motion was seconded by Commissioner Jerke, and it carried unanimously. There being no further discussion, the hearing was completed at 10:35 a.m. 2002-1436 PL1259 HEARING CERTIFICATION - ENVIRO-CYCLE, LLC AND CONQUEST OIL COMPANY (USR#1198) PAGE 4 This Certification was approved on the 5th day of June 2002. APPROVED: BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: fl/I w�a �LAAAAit GI aad, Ch Weld County Clerk to the ar s ek � Q ' �Ic.;'f7x �, t it David E. L g, Pro-TernBY: !o Deputy Clerk to the Beard -s' tilt M. J. eile TAPE#2002-18 / 7 /we i H rk DOCKET#2002-39 Robert . Masden 2002-1436 PL1259 RESOLUTION RE: APPROVE CONSENT TO ASSIGNMENT OF ROAD MAINTENANCE AND IMPROVEMENTS AGREEMENT FOR USE BY AND AUTHORIZE CHAIR TO SIGN - ENVIRO-CYCLE, LLC,AND MARCUM MIDSTREAM 1995-2 EC HOLDING, LLC WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with an Assignment of Road Maintenance and Improvements Agreement for Use by Special Review Permit#1198 between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and Enviro-Cycle, LLC, 103 Sierra Vista, P.O. Box 169, Sterling, Colorado 80751, and Marcum Midstream 1995-2 EC Holding, LLC, do Conquest Oil Company, 1610 29th Avenue Place, Suite 200, Greeley, Colorado 80631, with terms and conditions being as stated in said assignment, and WHEREAS, after review, the Board deems it advisable to consent to said assignment, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Assignment of Road Maintenance and Improvements Agreement for Use between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and Enviro-Cycle, LLC, and Marcum Midstream 1995-2 EC Holding, LLC, be, and hereby is, approved and consented to. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said assignment. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 14th day of August, A.D., 2002. BOARD OF CO NTY COMMISSIONERS WEL COU , LORADO ATTEST: Atili,/ fr Lai zued Ct�?�r 12lttttttidE. LITT Deputy Clerk to the Board, 'I.:' M. J. eile AP93VEDA RM: `t-t, I 4,12 // 1'1.7 rice ei /U6unty Atsorttey 7 Robert D. asden Date of signature: _ 2002-2240 C'0 .. 7 p - 4' A)t///r't /I451t?(rrt PL1259 ASSIGNMENT OF ROAD MAINTENANCE AND IMPROVEMENTS AGREEMENT THIS ASSIGNMENT of Road Maintenance and Improvements Agreement (hereinafter referred to as this "Assignment"), is made this Z-7/ day of August,2002, by and between Envirocycle, LLC, also sometimes known as Enviro-Cycle, LLC ("Envirocycle"), a Colorado Limited Liability Company whose address is 103 Sierra Vista,PO Box 169, Sterling, Colorado, 80751, and Marcum Midstream 1995-2 EC Holding, LLC ("EC Holding") a Delaware limited liability company whose address is c/o Conquest Oil Company, 1610 29'"Avenue Place, Suite 200, Greeley, Colorado 80631. BACKGROUND OF AGREEMENT. The following background statements are provided to aid in the understanding and interpretation of this Assignment: A. Envirocycle was granted Weld County Use by Special Review Permit No.1198 ("USR Permit") for an oil and gas support and service facility(brine water disposal)operation located on portions of the N2 NW4 of Section 32, Township 4 North, Range 65 West of the 6'" P.M. ("Disposal Well"). B. Envirocycle, as part of the USR Permit process, agreed to a Road Maintenance and Improvements Agreement dated July 12, 1999 ("Road Maintenance Agreement"). ^ C. The Road Maintenance Agreement, at paragraph 14, states: "This Agreement shall not be assignable without prior written consent of County or Enviro-Cycle, whichever is the non-assigning party." D. Envirocycle has agreed to sell the Disposal Well, including an assignment of the USR Permit, to EC Holding. E. EC Holding has contracted with Conquest Oil Company to operate the Disposal Well and Weld County has approved of Conquest Oil Company as the operator. F. The parties hereto desire by this Assignment for Envirocycle to assign to EC Holding all of the rights and obligations of Envirocycle and for EC Holding to accept such assignment, all upon the terms and subject to the conditions which are hereinafter set forth. NOW, THEREFORE,FOR AND IN CONSIDERATION of the mutual entry into this Assignment by the parties hereto, and for other good and valuable considerations, the receipt and adequacy of which are hereby acknowledged by each party hereto, the parties agree as follows: 1. Assignment. Envirocycle hereby assigns to EC Holding the rights and responsibilities of Envirocylce under the Road Maintenance Agreement, and EC Holding agrees to fully and faithfully perform such Road Maintenance Agreement. O'DQo2- 4,/d 2. Effectiveness. This Assignment shall become effective on and only on its execution and delivery by each party hereto. IN WITNESS WHEREOF, each party hereto has executed this Assignment by its duly authorized representative, the day and the year first above written. Mar m Mid 995-2 EC Holding,LLC By —i 1lSlQu Envirocycle, LLC By: Beutler Bros. &Cervi Rodeo Co., its sole Member and Manager By Mike Cervi, ' e-P.teg'dent CONSENT AND APPROVAL r Pursuant to Paragraph 14 of the Road Maintenance Agreement, the County of Weld, State of Colorado hereby consents and agrees to the above Assignment. County of Weld, Board of Commissioners Date August 14. 2002 By //p st ialetA GlennVVaad ' Its Chair ATTEST: gall I A �� 'L�\� WELD COUNTY CLERK �.St DEPUTY CLERK TO fit = yt�A,, UN C\WINOOWS\TEMT1hm1.8-I3-02wpd 2 • i-. STATE OF COLORADO ) County of Weld ) The foregoing instrument was acknowledged before me this & a day of August, 2002,by Beutler Bros. &Cervi Rodeo Co., as Sole Member and Manager of Envirocycle, LLC,by Mike Cervi,Vice President. Witness my h. : " ' h�?NI eal. My Commi iori EApkrEftd o) .1O3 /7 i SNOW 11-1j.'•....... ..- QQ ' Notary Public 1ti/\\OF C0�? STATE OF COLORADO ) County of Weld ) t-e : 'ns ment was acknowledged before me this .2 a day of August, 2002,by cfore oin `l' " `y as Manager for Marcum Midstream 1995-2 EC Holding, LLC. yi Mst&a.... 95- 2 l3.wt...oa Witness my hand and official seal. My Commission Expires: I a) 1o1os /f Notary Public tABY1Yii JEANETr- yt. SNOT C.WINDOWSTEM%AW.e-I3a2.wpd 3 Aug. 7. 2002 4:33PM West Greeley Law Center No•0003 P. 5/8 Draft 7-29-02 AMENDMENT NO.2 TO DISPOSAL FACILTMS OPERATING AGREEMENT THIS AMENDMENT NO. 2 (this "Amendment"), made and entered into as of August V 3 2002, amends the Disposal Facilities Operating Agreement,dated as ofFebruary 8, 1996,as previously amended on April 3,2002(as so amended,the"Agreement"),by and among Conquest Oil Company,a ) ,_ Colorado corporation("Operator),Marcum Midstream 1995-2 Business Trust, a Delaware business trust ("Owner), a[td Marcum Midstream 1995-2 EC Holding, LLC, a Delaware limited liability company("4wner Sub"). WITNESSETR: WHEREAS,Owner and Operator had previously entered into the Agreement,which provides, among other things,fbr the Operator to operate two produced water disposal facilities located in Weld County,Colorado(the"Original Facilities");and WHEREAS, Operator has entered into a certain Asset Purchase Agreement, dated April 3, 2002 (the"Purchase Agreerne t"), with Envirocycle, TLC, a Colorado limited liability company(the "Seller"), providing for, among other things, the purchase by Operator from the Seller of a water disposal fiacility located in Weld Country,Colorado known as the"Envirocycle Facility";and WHEREAS, Operator intends to assign its rights and obligations under the Purchase Agreement to Owner Subsidiary, a wholly owned subsidiary of the Owner, and Owner Subsidiary intends to assume Operator's rights and obligations under the Purchase Agreement and acquire the Envirocycle Facility and operate it under the Weld Country, Colorado USR permit to be issued to Operator,and WHEREAS, Owner and Owner Subsidiary desire that Operator operate the Emvaoayde Facility under the Agreement on the same basis as it currently operates the Original Facilities, and Operator desires to do the same;and WHEREAS,pursuant to Section 10.8 of the Agreement,the Agreement may be amended only by an instrument executed by the party to be charged with such amendment and WHEREAS, Owner, Owner Sub and Operator desire to amend the Agreement as set forth herein to provide for Operator to operate the Envirocycle Facility for an additional compensation commensurate with its additional duties payable by Owner Sub; NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter set fotth,ilhd for other good and'valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the pasties hereto, being all the parties to the Agreement and intending to be legally bound hereby,agree as follows: Aug. 7. 2002 4:34PM West Greeley Law Center No.0003 P. 6/8 Section 1. Definition. Capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings given to them in the Agreement. t. Section 2. Amts. The Agreement is hereby amended as follows: (a) amenslmentjettecilals, The Recitals to the Agreement are hereby amended in their entirety to read as follows: "A. Pursuant to that certain Option Purchase Agreement dated September 8, 1995 with Operator(the"Purchase Agreement'), Owner purchased from Operator certain Assets as defined herein,which inchmded two produced water disposal facilities located in Weld County,Colorado,and the real property interests,equipment and other personal property, permits, contract rights and other property rights associated therewith(collectively,the"Original Facilities"). B. Subsequently, pursuant to that certain Asset Purchase Agreement dated April 3, 2002 (the "2002 Purchase Agreement") with Enviocyde, LLC, Marcum Midstream 1995-2 EC Holding, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Owner("Owner Sub') purchased certain additional assets, which Included a third produced water disposal facility located in Weld County, Colorado, and the real property interests, equipment and other personal property, permits, contract rights and other property rights associated therewith(collectively,the "Additional Facility"and,collectively with the Original Facilities,the"Facilities"). C. Owner desires to retain Operator to operate the Original Facilities, and Owner Sub desires to retain Operator to operate the Additional Facility under the Weld Country, Colorado USR permit to be issued to Operator, and Operator desires to operate the Facilities, and the parties desire to set forth herein their agreement concerning the Operator's operation of the Facilities." (b) Amendment to Lm�uction of the Age,The introduction to the Agreement, below the caption "AGREEMENT" and before Article 1, is hereby amended by adding",Owner Sub"after the word"Owner". (t) Amendment to Article 1 Adding a New Section 1.6. Ankle I of the Agreement shall be amended by adding a new Section 1.6 to the end of Article 1 to read in its entirety as follows: "As used herein,"Facilities"shall include the Original Facilities described on Exhibit A attached hereto and the other Assets(as defined in the Purchase Agreement)conveyed • by Operator to Owner pursuant to the Purchase Agreement, as well as the Additional Facilities described on Exhibit E attached hereto and the other Assets(as defined in the 2002 Purchase Agreement)conveyed by Envirocycle,LLC to Owner Sub pursuant to e` the 2002 Purchase Agreement,each under the Weld Country USR pant issued in the name of Operator. With respect to the respective rights and obligations of Owner and Owner Sub to Operator hereunder and the rights and obligations of Operator to Owner and Owner Sub hereunder, notwithstanding any reference to "Owner" hereunder, all `WI" 2 OCSOTIS, COAN & STEWART, LLC Attorneys And Counselors At Law Fred L Otis flotis®ocsiaw.com September 3, 2002 HAND DELIVER Ms. Esther E. Gesick Weld County Clerk to the Board 915 loth Street Greeley, CO 80631 RE: Assignment of Road Maintenance and Improvements Agreement between Envirocycle, LLC and Marcum Midstream 1995-2 EC Holding, LLC Dear Ms. Gesick: As requested, enclosed is the original of the August 22, 2002, Assignment of road Maintenance and Improvements Agreement which was approved by Resolution on August 14, 2002. Sincerely, ll� 77—fra Fred L. Otis FLO:mas Enclosure The Doyle Building, 1812 56th Avenue, Greeley,Colorado 80634 Telephone: 970-330-6700 Fax: 970-330-2969 Metro: 303-659-7576 j Weld County Planning Derirtm GREELEY OFFICE v JUL 1 8 2003 RECEIVED July 17,2003 Weld County- Department of Planning Services 1555 North 17h Ave. Greeley, CO 80631 RE: Amended Recorded Exemption#3308 Ladies and Gentlemen: The enclosed letter from the Public Works Department indicates the intersection of Weld County Roads 39 and 40 will be completely closed for three weeks in early September. Our USR requires that the truck traffic from our facility exit west to that intersection. While the intersection is closed, we are going to route traffic to Weld County Road 40 east of the plant. As soon as construction is complete, we will again route all exiting trucks west to the intersection of Roads 39 and 40. Sincerely, CONQUEST OIL CO ANY Dale S. Butcher Vice President DSB:ric enclosure 1610 29th Avenue Place• Suite 200 • Greeley, CO 80634 . 970-356-5560 use #//9 g eatatk .. 4O14_ ,?--Icrn 2003-1913 `i /02 5 9 x + •p 1 � � a c( t • ' # P l >✓ PUBLIC WORKS DEPARTMENT , 1111 H STREET,' P.O. BOX 758 GREELEY, COLORADO 80632 • 1 WEBSITE: www.co.weld.co.us IC PHONE (970)356-4000,EXT. 3750 FAX: (970)304-6497 COLORADO tif July 1,2003 ,C\VeLMarcum Midstream ��q q v8 do Conquest Oil /, v 1610 29th Ave.Pl,#200 1h,!// Greeley,CO 80631 Sir or Madam: This letter serves as advance notice of the upcoming construction project at the intersections of Weld County .Road(WCR)39 and 44,and the intersection of WCR 39 and WCR 40. The construction will consist of road realignment, fence relocation,tree removal,minor grading, drainage improvements,utility relocations,and asphalt paving.,Please use caution when driving near construction vehicles or construction activities. The construction at the intersection of WCR 39 and WCR 44 is tentatively scheduled to begin July 21,2003, • weather permitting. It is scheduled to be closed approximately five weeks. Upon completion of 39/44,the construction at the intersection of WCR 39 and WCR 40 will begin. This intersection is scheduled to be closed to through traffic for approximately three weeks. Local access will be allowed for those that live or require access within the construction zone;however,there may delays. County place signs along the road at least 10 days prior to be The will road closure notification the actual closure of the road. Your cooperation is greatly appreciated. Ifyou have any PP questions, please call me afj970)356 40D0;'Ext. 3750. ;. ' Respectfully, ' 4 Dale Elliott ' i . -Pin- Construction Supernsor �,> l t e ' .r f �r �r ; _ it I pc: Frank B,He r or mpen,Jr. E,Director of Public Wor ks/County Engineer Wayne Howard P E.Project Manager `,•y,,- 4J' , , , i{ ;Marc Street,Maintenance Support Supervisor,,ip.. . '. WCR'39 and 44 files' , ,..,F,5th ‘7,...,.;,,5,-`",C..-:.� „'r .t t r f �,,' ."4,711.' M\DAI.E\adwncenotaceWCR39-let doe ,- t Hello