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Home My WebLink About20173959.tiffRESOLUTION RE: APPROVE PA \TIAL CCELLA` _ IIO\ AN RELEASE OF CON R ATERAI FOR USE BY SPECIAL. '' EVIEW PER ' IT #1772 TO PEI _ .RS 313 RANCH, INC., C. /O PECAN PIPELINE (RI!), INC., AKA EOG RESOURCES, INC., AND ACCEPT ROsA,D MAINTENANCE COI _ LATE': t•,.L FROM FIFTH CREEK ENERGY OPERATING CO,` PA ANY, 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, on June 15, 2011, the Weld County Board of Commissioners approved Use by Special Review Permit #1772, for Peters 313 Ranch, Inc., P.O. Box M, Carpenter, Wyoming 82054, c/o Pecan Pipeline (RM), Ric., 600 17th Street, Suite 1000N, Denver, Colorado 80202, for an Oil and Gas Support Facility (field office, storage yard, warehouse, 150 -foot communication tower, shop, power generation facility, processing plant, gas metering station, truck loading facility and parking) in the A (Agricultural) Zone District, on the following described real estate, to -wit: E112 NE1/4 of Section 26, Township 12 North, Range 63 West of 6th P.M., Weld County, Colorado WHEREAS, on October 24, 2011, the Board of County Commissioners of Weld County, Colorado, approved an Improvements Agreement According to Policy Regarding Collateral for Improvements between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and Pecan Pipeline (RM), Inc., with terms and conditions being as stated in said agreement, and accepted Performance Bond No. SUR0013921, from Argonaut Insurance Company, 225 West Washington, 6th Floor, Chicago, Illinois 60606, in the amount of $677,140.00, and WHEREAS, on December 3, 2012, based on a visual inspection and recommendation from the Weld County Departments of Planning Services and Public Works, the Board approved a partial release of collateral in the amount of $575,569.00, and at that same time accepted a Rider to Performance Bond No. SUR0013921, from Argonaut Insurance Company in the amount of $101,571.00, for warranty collateral, and WHEREAS, staff from the Weld County Departments of Public Works and Planning Services have conducted a visual inspection and recommend a release of said warranty collateral to Pecan Pipeline (RM), Inc., and further recommend acceptance of road maintenance collateral from Fifth Creek Energy Operating Company, LLC, current property owner, in the form of Company Check #1075, in the amount of $2,400.00, and WHEREAS, upon recommendation of staff, the Board deems it advisable to release said warranty collateral and accept said road maintenance collateral. 4358420 Pages: 1 of 2 12/07/2017 02:25 PM R Fee:$0.00 Carly Koppes, Clerk and Recorder, Weld County CO Ce2e III !IY JII11I +5 NVIIPthIlli II III /7 2017-3959 PL2118 CANCEL AND RELEASE WARRANTY COLLATERAL AND ACCEPT ROAD MAINTENANCE COLLATERAL - PECAN PIPELINE (RM), INC., AND FIFTH CREEK ENERGY OPERATING COMPANY, LLC PAGE 2 NOW, THEREFORE, BE IT !I:ES by the Board of County Commissioners of Weld County, Colorado, that the Rider to Performance Bond No. SUR0013921, from Argonaut Insurance Company in the amount of $101,571.00, for warranty collateral be, and hereby is, canceled and released; and, the road maintenance collateral from Fifth Creek Energy Operating Company, LLC, in the form of Company Check #1075, in the amount of $2,400.00, be and hereby is accepted. E IT FURTHER ESOLVED by the Board that the Clerk to the Board be, and hereby is, directed to return said warranty collateral to the appropriate issuing party. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 22nd day of November, A.D., 2017. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COL. RADO ATTEST: Ca? Weld County Clerk to the Board k=orsa 1:7 APFIR fEAS T -- _ : aunty Attorney Date of signature: v Et Sii7 4 42 �QJ�� Q} FAQ' ages: 1 2 ©f, p¢��p ��/$� 12/07/2017 0 :/ 5 PM R F e : IIY a fl Carly Koppes, Clerk and Recorder, Weld County, CO III Parxt va 11401 MIMI I 'ill Ju ie A. Cozad, Chair 6471kConsa-pt,---cqr Steve Moreno, Pro-Tem EXCUSED Sean P. Conway Freeman arbara Kirkmeyer A 2017-3959 PL2118 i i+rct BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW/Regular Agenda REQUEST RE: BOCC Agenda Item — Partial Release of Collateral For: Pecan Pipeline, Inc. aka. EOG Resources, Inc. c/o Fifth Creek Energy Operating Company, LLC — USR-1772 DEPARTMENT: Public Works DATE: 10/23/2017 PERSON REQUESTI\ G: Evan Pinkham Brief description of the issue: The Department of Public Works received a request from the purchaser of the USR, Fifth Creek Energy Operating Company, LLC, requesting that the Board of County Commissioners release the currently held collateral from Pecan Pipeline, Inc aka. EOG Resources, Inc. of $101,571.00, and consider accepting road maintenance collateral in the form of a company check from Fifth Creek Energy Operating Company, LLC (JPMorgan Chase # 1075) in the amount of $2,400.00. Weld County Public Works and Planning Department performed a site inspection, at the above -mentioned site, and observed the following: ® All items on Exhibit A, of the Improvements Agreement According to Policy Regarding Collateral for Improvements Document 112011-2803, have been completed and are found to be acceptable. Frank Haug/Assistant County Attorney has reviewed the Improvements Agreement and Collateral requirements and recommends this partial release of collateral. What options exist for the Barc!? 1. Have this BOCC Hearing item be placed on the next available agenda as part of the Regular Agenda. Weld County Collateral List: Peters 313 Ranch, Inc., c/o Pecan Pipeline (RM) Inc. (2011-2803) USR #1772 10/24/2011 Improvements Agreement Performance Bond SUR0013921 from Argonaut Insurance Co Noncancellable ® Renews Annually Automatically Partial Cancellation (2012-3442) 12/3/2012 Rider received $677,140.00 -575,569.00 101,571.00 Recommendation: The Departments of Public Works, Planning Services and the County Attorney's Office are recommending approval of the release of collateral and acceptance of road maintenance collateral, in the amount of $2,400.00, for Fifth Creek Energy Operating Company, LLC — (USR-1772). Sean P. Conway Julie A. Cozad, Chair Mike Freeman Barbara Kirkmeyer Steve Moreno, Pro -Tern Schedule as Consent Schedule as Regular Agenda BOCC Item INA VC" BOCC Hearing Item Other/Comments: To: From: Subject: Data MEMORANDUM Evan Pinkham, Public Works Kim Ogle, Planning Services Site Visit for Release of Collateral USR-1772 — Pecan Pipeline, Inc. September 7, 2017 The Department of Planning Services at the request of the Department of Public Works conducted a site inspection on Thursday September 7, 2017 to determine if all on -site improvements have been completed based on the November 22, 2011 USR 1772 map and associated Improvements Agreement dated November 4, 2011. The findings of Planning Services address the internal site improvements t lje SITE LAYOUT AND IMPROVEMENTS: Per the approved USR Map the property is fenced with three strand barb wire at the perimeter of the 80 -acre parcel. Native grasses and well established in the unimproved areas of the property including the borrow ditches. The laydown yard is graveled and graded. Existing structures that are on site include the communication tower and support building. There is an office on site with adjacent graveled parking area. The access onto the property is graveled and graded. The north access drive is utilized for day to day access, and has a double full driveway width cattle guard that is clean and without obstructions below on the ground plane. There is a double swing farm fence restricting access into the storage yard. The warehouse and parking area approved via the USR map located to the south of the office building is not constructed. The south entrance to the facility is under-utilized or not used at all. There are recent tire tracks leading off the County maintained road and into the property. The access onto the property is graveled and graded. The access drive has a double full driveway width cattle guard that is damage at the eastern edge of the concrete and there is also damage to the cattle guard edge and tracking. The area below the device is overgrown with herbaceous material, is not clear and may be an obstruction below on the ground plane to overland flows. There is a double swing farm fence restricting access into the storage yard and this gate is padlocked. SERVICE,, TEAMWORK, INTE,GRI ] Y, QUALITY BOA ° F COUNTY CO MISSIONERS PASS -A U D" EVI /Regular Agenda RE €RTES RE: l's OCC Age n (la item — V rti k l Release of Collateral Fsr: Pecan Pipeline, Inc. aka. EOG Resources, Inc. c/o Fifth Creek Energy Operating Company, LLC — I_; SR•41772 DEPARTMENT: Public_ Works DATE: 10/23/2017 PERSON REQUESTING: Evan Pinkham Brief description f the issue: The Department of Public Works received a request from the purchaser of the USR, Fifth Creek Energy Operating Company, LLC, requesting that the Board of County Commissioners release the currently held collateral from Pecan Pipeline, Inc aka. EOG Resources, Inc. of $101,571.00, and consider accepting road maintenance collateral in the form of a company check from Fifth Creek Energy Operating Company, LLC (JP Ion an Chase # of g 1075) in the amount $2,400.00. Weld County Public Works and Planning Department performed a site inspection, at the above -mentioned site, and observed the following: • All items on Exhibit A, of the Improvements Agreement According to Policy Regarding Collateral for Improvements Document #2011-2803, have been completed and are found to be acceptable. Fran:. I _ laug/Assistant County Attorney has reviewed the Improvements Agreement and Collateral requirements and recommends this partial release of collateral. What options exist for the Board? 1. Have this B CC Hearing item be placed cm the next available agenda as part of the Regular Agenda. Weld Cotit tCollateral List Peters 313 Ranch, Inc., do Pecan Pipeline (RM) Inc. (2011-2803) USR #1772 10/24/2011 Improvements Agreement Performance Bond SUR0013021 from Argonaut Insurance Co Noncancellable Renews Annually Automatically Partial Cancellation (2012-3442) 12/3/2012 Rider received $677,140.00 -575,569.00 101.571 00 Reco nee ation: The Departments of Public Works, Planning Services and the County Attorney's Office are recommending approval of the release of collateral and acceptance of road maintenance collateral, in the amount of $2,400.00, for Fifth Creek Energy Operating Company, LLC — (USR-1772). Schedule as Consent Schedule as Regular. Agenda BOCC Item Sean P. Conway Julie A. Cozad, Chair Mike Freeman Barbara Kirkmeyer Steve Moreno, Pro-Tem BOCCI Hearing Item Other/Comments: 2017-3959 pL9 t CLERK TO THE BOARD PHONE (970) 400-4217 FAX: (970) 336-7233 1150 "O" Street P,O. BOX 758 GREELEY, COLORADO 80632 December 14, 2017 Argonaut Insurance Company 225 West Washington, 6th Floor Chicago, Illinois 60606 RE: Cancellation and release of Collateral and Acceptance of Warranty Collateral regarding USR-1772 Argonaut Insurance Company: On November 22, 2017, the Board of County Commissioners approved the cancellation and release of collateral in the form of a Rider to Performance Bond No. SUR0013921 from Argonaut Insurance Company, in the amount of $101,571.00; and, the subsequent acceptance of warranty collateral from Fifth Creek Energy Operating Company, LLC, in the form of company check #1075, in the amount of $2,400.00 Enclosed is a copy of the Resolution signed by the Board of County Commissioners and the cancelled Performance Bond and Rider. If you have questions or need additional information, please do not hesitate to contact me at (970) 400-4217. Very truly yours, BOARD OF COUNTY COMMISSIONERS By rY f Tisa Juan rena Deputy Clerk to the Board cc: Fifth Creek Energy Operating Company, LLC 0 A R G O aJ\�� ‘46# F'� o et5 07 -V -V‘40 \PO'S per\, c,O4(‘.." 4:2*>4�� ►K � ti o&- �< a1*. It is agreed that: RIDER part of Bond No. SUR0o13921. of PECAN PIPELINE (RM), INC. as Principal, and i ;>'favor of Board of County .;rs of We County, Colorado as Obligee. ❑ 1. The Surety hereby gi ss its consent to change the ,'me: from: to: ❑ 2. The Surety hereby gives its cons'., t to hange the Address: from: to: 3. The Surety hereby gives i;' consent to chan - the: BOND AMOUNT from: SIX HUNDRED S y NTY-SEVEN THOUS E ONE HUNDRED FORTY DOLLARS ($677,140.00) to: ONE HUNDRE ONE THOUSAND FIVE HUNDREI\SEVENTY ONE DOLLARS ($101,571.00) 4. This rider sr'all become effective as of November 19, 2012 PROVIDED, ho ; -ver, that the liability of the Surety under the atta hed bond as changed by this Rider shall note cumulative. Signed, se ed and dated November 19, 2012. By: ARGONAUT INS, NCE COMPANY Attorney -in -Fact Gina Rodrig Accepted: PECAN PIPELINE (RM), INC. Boar By/ P. Conwa ty Commissioners unty Attorney By: Principal Ray Ing -'e, President S Chiet "3 xecutiT;e Officer lit Insurance Company '25 W. Washington, 6th Floor o, IL 60606 Box 469011, San Antonio, TX 78246 , ER OF ATTORNEY Insurance Company, a Corporation duly organized and existing under the laws of the State ook, Illinois does hereby nominate, constitute and appoint: .a Parker, Tannis Mattson, Melissa Haddick, Terri Morrison, Gina Rodriguez ®at6 T '?' , ey(s)-in-fact, each in their separate capacity if more than one is named above, to make, execute, seal r' ct and deed any and all bonds, contracts, agreements of indemnity and other undertakings in sure of any on such instrument executed hereunder shall not exceed the sum of: $25.000.000.00 Attorney is granted and is sia' ed and sealed under and by the authority of the following Resolution adopte Are ..at Insurance Company: "RESOLVED, That the President, Senior Vice Pre dent, Vice President, Assistant Vice President, Secretary authorized to execute powers of attorney, and such a thority can be executed by use of facsimile signature, officer or attorney, of the Company, qualifying the attr,, ey or attorneys named in the given power of . orney the act and deed of the Argonaut Insurance Company, a bond undertakings and contracts of sure ., d IN WITNESS WHEREOF, Argonaut Insurance Company h'.. caused its official seal to be authorized officer on the 15th day of June, 2012. STATE OF TEXAS COUNTY OF HARRIS SS: On this 15th day of June, 2012 A.D., before me came THE ABOVE OFFICER OF THE CO instrument, and he acknowledged the execution and that the seal affixed to the prece duly affixed and subscribed to the s Directors of said Company, IN TESTIMONY a hereunto I, the undersigne. the forego rectors of each of them hereby is berested or acknowledged by any cue in behalf of, and acknowledge as x the corporate seal thereto." d and these presents to be signed by its duly Argonaut Insurance Company by: -414 Michael E. Arledge President tate of Te as, in and for the County of Harris, duly commissioned and qualified, ly known to be =.e individual and officer described in, and who executed the preceding g by me duly sworn, i ,-.osed and said that he is the officer of the said Company aforesaid, orate Seal of said Compan'`.and the said Corporate Seal and his signature as officer were hority and direction of the said cr..oration, and that Resolution adopted by the Board of nstrument is now in force. my hand, and affixed my Official Seal at the County of Harris, the day and year first above written. fficer of the Argonaut Insurance Company, Illinois Corporation, do hereby certify that the original POWER.OF ATTORNEY of which is a frill, true and correct copy is still in full force and effect and has not been revoked. IN WITNESS WHEREOF, I have hereunto set my hand, and affixed the Seal of said Company, on the I day o0 Joshua C. Betz Vice President AS -0047328 (Notary Public) THIS DOCUMENT IS NOT VALID UNLESS PRINTED ON SHADED BACKGROUND WITH BLUE SERIAL NUMBER IN THE UPPER RIGHT HAND CORNER. IF YOU HAVE QUESTIONS ON AUTHENTICITY OF THIS DOCUMENT CALL (210) 321- 8400. Bond # SUR0013921 r.,tiq t ��e .after vex' ..tnty Commis 'E BOND FOR _.ERS OF WELD COUNTY, COLORADO ESE PRESENTS, that Pecan Pipeline (RN), -r}O0N, a Corporation, organized under the laws _dare, with its principal office located at ®add any, Sky Lobby 2, Houston, TX 77002, hereinafter called tires. and (name of surety)Argonaut Insurance Company, of urety)225 W. Washington, 6th Floor, Chicago, I , 60606, lied "Surety" are held and firmly bound unt.!Board of oners of Weld County, Colorado, on behal of Weld o, hereinafter called "Obligee" in the , -gull and penal d seventy-seven thousand one hundr forty Dollars ($677,140).lawfu`t., money of the United States for e payment of which well and truly ma e, we bind ourselves, our hei _, administrators, successors and ass`•ns, jointly and severally, firmly by these presents. County, Colora sum of Six hun WHEREAS, the abve-bound Principal,as obtained or is about to obtain from the Oblige a land use pert t, namely USR 1772, and pursuant to the require ents of said hermit, has entered into an Improvements Agreement,atedct&. l ,` I,I with Obligee, and WHEREAS, The Improve `entsAgreement requires Principal to obtain a performance bond in an am'.0 equal to the total cost of the improvements for which Princ;'.al is responsible and naming Obligee as beneficiary, and WHEREAS, the valu of improvements for which Principal is responsible equals Si hundred venty-seven thousand one hundred forty Dollars ($-677,140). NOW, THEREFORE, T E CONDITION OF T`.S OBLIGATION IS SUCH, that if Principal shall ell, truly and fai fully perform its duties, and all of its undert ings, covenants, term`•, and conditions as set forth in the Improvemis Agreement, and if Principal shall satisfy all claims and demands set forth in said agreemen and shall fully indemnify and save harmless Obilgee from all costs an damages which it may suffer by reason o" Principal's failure to perform '' -s agreed, and shall reimburse and re -:y Obligee all outlay and expense aich Obligee may incur in making' good any default, then this obligati "'gin shall be null and void; PRA' IDED FURTHER, that if Principal shall def obligations set forth in the Improvements Agree ail to fully indemnify and save harmless Obilge damages which it may suffer by reason of said def shall remain in full force and effect; it in any of its ent, and thereafter from all costs and ult, this obligation PROVIDED FURTHER, that Surety, for value received her by stipulates and agrees that no change, extension of time, alteration ot addition to the terms of the Improvements Agreement to the work to be p formed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Improvements Agreement. PROVIDED annlly au} Oblig,e, perf or- ��G�,'' COP- 023\40�� co"''4") ff' P G° d Ge _ow a B+ r .0e. is NONCANCELLABLE, and shall renew e of this bond until its release by shall well, truly and faithfully undertakings, covenants, terms, and ovements Agreement, and any extensions ny Obligee with or without notice to 'erformance Bond acknowledge that throw •,.` the .-ment, Obligee reserved the right to requ e Principal rent Performance Bond from a financial i. stitution ,urety,in the event that the rating of Suret, by AM Best ing. ,JITNESS WHEREOF, t instrument is executed i ,'four (4) .counterparts, each one f which shall be deemed .n original, this 10th day of October, 2011. 1414, Principal Sec }ASS I STA JT (SEAL) Pecan Pri VP & Cireasurer Argon:,ut Insurance Company Witness to Surety r Tannis Amy Fowl r 1000 Main Street, Ste 3000 1000 Main Str Address Houston, TX 77002 Address Address Houston, TX 77002`, Address IMPORTANT: Surety company executing bond must appear on th Department', most current list (Circular 570 as amended) authorize to transact business in the State of Colorado. -Fact Treasury and be Bond m -t be accompanied with Attorney -in Fact's authority from the surety company certified to include the date of the bond. eJ� $15,000,000.00 't Insurance Company tshington, 6th Floor IL 60606 9, � OF ATTORNEY .isurance Company, a Corporation duly organized and existing under the laws of the State .,ic, Illinois does hereby nominate, constitute and appoint: aandra Parker, Tannis Mattson, Melissa Haddick, Terri Morrison, Gina Rodriguez e " _,-fact,. o make, execute, seal and deliver for and on its behalf as surety, and as its act and de and other dertakings in suretyship provided, however, that the penal sum of any one such G�0 .c sum of: .-kttomey is granted and is signed and • ealed under and by the authority of the following Resolution ae •pte. he ,,tt.rd a directors of Arg . nsurance Company: "RESOLVED, That the President, Senior Vice President, ice President, Assistant Vice President, Secret. Treasurer 4d each of them hereby is authorized to execute powers of attorney, and such authors can be executed by use of facsimile signa which'inti. be ested or acknowledged by any officer or attorney, of the Company, qualifying the attorney o •ttomeys named in the given power o orney, to exec in behalf of, and acknowledge as the act and deed of the Argonaut Insurance Company, all bond i,, dertakings and contracts of sure and to affix the corporate seal thereto." IN WITNESS WHEREOF, Argonaut Insurance Company has caul: its official seal to be pf =un' d and these presents to be signed by its duly authorized officer on the 15th day of September, 2008. STATE OF TEXAS COUNTY OF BEXAR SS: On this 15th day of September, 2008 A.D., befo qualified, came THE ABOVE OFFICER OF preceding instrument, and he acknowledged the e aforesaid, and that the seal affixed officer were duly affixed and subscr Board of Directors of said C pan Argonaut Insurance Company By* Michael E. Arledge President blic of the State o Texas, in and for the County of Bexar, duly commissioned and , to me personally kno to be the individual and officer described in, and who executed the same, and being by me dul sworn, deposed and said that he is the officer of the said Company ent is the Corporate Seal of sai. Company, and the said Corporate Seal and his signature as strument by the authority and direct() of the said corporation, and that Resolution adopted by the the preceding instrument is now in force. IN TESTIMONY ,.• a here r o set my hand, and affixed my Official Seal at the Co` . ty of Bexar, the day and year first above written. $EC IMEPE2 xary Public, - tate of Texas My Co remiss+ Expires December 34 2011 (Notary Public) I, the undersigned • cer of the Argonaut Insurance Company, Illinois Corporation, do hereby certify that the original WER OF ATTORNEY of which the foregoing is full, true and correct copy is still in full force and effect and has not been revoked. IN WITNESS WHEREOF, I have hereunto set my hand, and affixed the Seal of said Company, on the 15th day of ti AS -0026020 Robert F. Thomas Vice President THIS DOCUMENT IS NOT VALID UNLESS PRINTED ON SHADED BACKGROUND WITH BLUE SERIAL NUMBER tIV THE UPPER RIGHT HAND CORNER. IF YOU HAVE QUESTIONS ON AUTHENTICITY OF THIS DOCUMENT CALL (210) 321 - 8400. MEMORANDUM To: Evan Pinkham, Public Works From: Kim Ogle, Planning Services Subject: Site Visit for Release of Collateral USR-1772 — Pecan Pipeline, Inc. Date: September 7, 2017 The Department of Planning Services at the request of the Department of Public Works conducted a site inspection on Thursday September 7, 2017 to determine if all on -site improvements have been completed based on the November 22, 2011 USR 1772 map and associated Improvements Agreement dated November 4, 2011. The findings of Planning Services address the internal site improvements SITE LAYOUT AND IMPROVEMENTS: Per the approved USR Map the property is fenced with three strand barb wire at the perimeter of the 80 -acre parcel. Native grasses and well established in the unimproved areas of the property including the borrow ditches. The laydown yard is graveled and graded. Existing structures that are on site include the communication tower and support building. There is an office on site with adjacent graveled parking area. The access onto the property is graveled and graded. The north access drive is utilized for day to day access, and has a double full driveway width cattle guard that is clean and without obstructions below on the ground plane. There is a double swing farm fence restricting access into the storage yard. The warehouse and parking area approved via the USR map located to the south of the office building is not constructed. The south entrance to the facility is under-utilized or not used at all. There are recent tire tracks leading off the County maintained road and into the property. The access onto the property is graveled and graded. The access drive has a double full driveway width cattle guard that is damage at the eastern edge of the concrete and there is also damage to the cattle guard edge and tracking. The area below the device is overgrown with herbaceous material, is not clear and may be an obstruction below on the ground plane to overland flows. There is a double swing farm fence restricting access into the storage yard and this gate is padlocked. SERVICE, TEAMWORK, INTEGRITY, QUALITY FIFTH CREEK NT Y September 25, 2017 VIA FEDERAL EXPRESS Weld County Public Works Department Attn: Evan Pin ham 1111 Fl Street Greeley, CO 80632 RE: Road Maintenance Collateral— Fifth Creek Energy Enclosed please find the Road Maintenance Collateral for Improvements Agreement USR-1772 and the Proof of Sale for the recent purchase of the storage yard from EOG Resources, Inc. If you have any questions or need additional information, I can be reached at the contact information below. Sincerely, 4- Sy.* ley SI; th Fifth Creek Energy (303) 910-4511 Enclosures IFTH CREEK ENERGY OPERATING COMPANY, LLC 5251 DTC PARKWAY SUITE 420 PAY TO THE ORDER OF GREENWOOD VILLAGE, CO 80111 1dRMtc Wo JPMorgan Chase Bank, N.A. www.Chase.com 4 ffl lateral DATE l`7 -1075 25-3/440 There is a stop sign posted for out bound t"affic and an internal 5 M incoming traffic at both the south anc north access points. sign is posted for The shop and parking area located north of his access drive has not been constructed. SERVICE, TEAMWORK, INTEGRITY, QUALITY finterna8 t. rho Laydown and Sto lUSR 1772. - _ his fey lure was no from tre pub oc right-of-way. rd is a Power Generation ion C mp v & bGy identified as 5n pOace, ph maho y d nent permitted and ue to the distance er sway DE if. _ NT•N POND: ros on os v s bOe 'interned to tie PC nd There was no wat 1 r within the [J® d basin .. .. . -. r wrv., ... .. . t N hWk N ox. r er S dr W� . ..gyp. . . . uv N ..1MnS4n; P'h•e ..� ... .. YW . x .h• . 1 MT. y..r.rax-x.:wa - M1 .^w.r. :^ ^P vr, v.a. %�ili��t�i��i�.��9!�.�il.:!.i%I.�r7K'�EfM1.�Nii�Y$/YLi�iiG r�r•'�/L�4.�.Sgi�d'J�/1�.`�'^c��Nib.L::.k!�%SY�5�a.'�tl�.%��.(�1.4�kunrn'r�pZri�G�AS:dxr�0jr^�'r.�.Ml!.�AS�G"d'.:ua.W.� ur1.:'�QVI.N'l:r�i(v�f�.SrLrnM,�!lGaNt�ru'�^Nii<�IAiia�Y�..YQZx:�W,.G%�1�vh)SY'a!ii��:W�i'�jixi.S.��.n�i.nuMly.uw.4?¢�$��if.uWW.S�l7il.��V Y��i��nk'�%�'�J.4'�ak��YA��w'�A.xR.v!�rG'vlyE bmin.r5,!.3EP�%uQ:1ZrS+�x'�5.!J1'a\vL�'.��nSG� tg�'.:'la}vMWGCIM1 �[EM SERVICE, TEAMWORK, INTEGRITY, QUALITY SERVICE, TEAMWORK, INTEGRITY, QUALITY Execution Copy PURCHASE AND SALE AGREEMENT CITALS A. EOG Resources, Inc., a Delaware corporation and its affiliate, Pecan Pipeline (RM), Inc., a Delaware corporation (collectively, "Seller"), owns certain real property described on Exhibit "A" attached hereto. B. Fifth Creek Energy Operating Company LLC, a Delaware limited liability company ("Buyer"), is willing to purchase the real property described in Exhibit "A" in accordance with the terms and conditions stated below, and Seller is willing to sell this real property to Buyer in accordance with those terms and conditions. C. In consideration of the foregoing, Buyer and Seller hereby agree as follows: Article I. Property; Excluded Interests 1.1 Property. Subject to and in the reliance on the warranties, representations, and covenants contained in this Purchase and Sale Agreement ("Agreement"), Seller agrees to sell and Buyer agrees to purchase all of Seller's right, title and interest in and to certain real property located in Weld County, Colorado more particularly described in Exhibit "A" attached hereto and incorporated herein by reference (the "Property"). Subject to Section 1.2, Property shall also include all of Seller's right, title and interest in and to (i) the improvements agreement USR-1772, office lease, electrical power agreement, water permit and detention pond easement described on Exhibit "B" attached hereto ("Material Agreements"), (ii) any improvements, buildings or fixtures located on the Property, and (iii) and to the extent assignable, any other surface use agreements, easements, rights -of -way or other appurtenances used in connection with the beneficial use and enjoyment of the Property. 1.2 Excluded Interests. Notwithstanding the foregoing, the Property shall not include, and the following are hereby excepted, reserved and excluded from the sale hereby (the "Excluded Interests") : (a) Any refund of, or loss carry forwards or credits with respect to, costs, taxes or expenses borne by Seller or Seller's predecessors in title attributable to the period prior to the Effective Time (as defined in Section 1.3); (b) Any claims against third parties related to matters for which Seller indemnifies Buyer under this Agreement; (c) All servers and communication and control equipment and facilities, specifically including, but not limited to, the equipment described on Exhibit "C" attached hereto; Page 1 of 14 Fi',xecution Copy 8.2 At Closing, except as provided below, Seller shall execute and deliver to Buyer the following: (a) The Lease Back Agreement; (b) A deed transferring Seller's interest in and to the Property to Buyer, subject to restrictions, reservations, easements and encumbrances of record, and containing a special warranty of title by, through and under Seller, but not otherwise, using the form attached as Exhibit "U" hereto (the "Deed"); and (c) An assignment of the Material Agreements, any existing leases, surface use agreements, rights to receive any payments under such agreements on or after the Effective Time, and other agreements affecting the Property, if any, to the extent such leases and agreements are assignable by Seller without obtaining consent or payment of consideration for such assignment, utilizing the form of assignment attached as Exhibit "H" hereto (the "Assignment"). 803 At Closing, Buyer shall perform, execute and deliver to Seller the following: (a) A wire transfer credit or certified funds in the amount of the Purchase Price, net of pro -rations as set forth in the settlement statement prepared by Seller; (b) The Lease Back Agreement; (c) The Deed; (d) The Assignment; and (e) A commitment to obtain a replacement bond under improvements agreement USR- 1772 in the amount of $3,600.00 (or such other amount as Weld County, Colorado may require) in a form that is acceptable to the county. 8.4 Any taxes, assessments or other type of payments to governmental entities, whether compulsory or customary, for the year in which closing takes place shall be apportioned between Buyer and Seller in accordance with the Closing Date (based upon a 365 day year), shall be based upon the most recent assessment, and shall be paid by Seller or at Seller's option, Seller shall credit an amount equal to its share of such taxes and assessments to Buyer at Closing and Buyer shall assume responsibility of payment therefor. 805 All documents and instruments to be delivered at Closing shall be regarded as having been delivered simultaneously at Closing, and no document or instrument shall be regarded as having been delivered until all have been delivered. Article I Page 7 of 14 Execution Copy IN WITNESS WHEREOF the parties have executed this Agreement effective as of the Effective Time. SELLER: EOG Resour bes, ;" nc. Name: `, Mi+hael Schween Title: A`ent d Attorney -in -Fact Pecan Pip line (RM), Inc. 7 /�/r/z/ . _ Name/ Marc R. Eschenburg Title: Vice President, Marketing BUYER: Fifth Creek Energy Operating Company, LLC Name: Patrick A. Graham Title: COO Page 13 of 14 Execution Copy IN WITNESS WHEREOF the parties have executed this Agreement effective as of the Effective Time. SELLER: EOG Resources, Inc. Name: J. Michael Schween Title: Agent and Attorney -in -Fact Pecan Pipeline (RM), Inc. Name: Marc R. Eschenburg Title: Vice President, Marketing BUYER: Fifth Creek Energy Oper ting Company, LLC Name: Patrick A. Graham Title: COO Page 13of14 SENDER: COMPLETE THIS SECTION • Complete items 1, 2, and 3. ■ Print your name and address on the reverse so that we can return the card to you. • Attach this card to the back of the mailpiece, or on the front if space permits. 1. Article Addressed to: k, ,1 -\ Y,, a n>J Oisk- la4thtfrOrn) 1054" -C-gbrt I Am'co 62 Otto i i u i i i u 9590 9402 1714 6053 4708 08 i 2. Article Number (Transfer from service label) 7016 0750 0000 7938 3408 PS Form 3811, July 2015 PSN 7530-02-000-9053 co O m co m cr O O a O a O COMPLETE THIS SECTION ON DELIVERY A. Si• re ' X / 4 ❑ Agent ❑ Addressee B. Received by (Printed Name) C. Date of Delivery D. Is delivery address different from item '1? O Yes If YES, enter delivery address below: ❑ No 3. Service Type ❑ Adult Signature • Adult Signature Restricted Delivery Mail® ❑ Certified Mad Restricted Delivery ❑ Collect on Delivery El Collect on Delivery Restricted Delivery — nsured Mail nsured Mail Restricted Delivery aver $500) U.S. Postal Service CERTIFIED MAIL® RECEIPT Domestic Mail Only For delivery information, visit our website at www.usp .co FFICIAL U Certified Mail Fee $ ,K,re� Extra Services & Fees (check box. add fee as—� O Return Receipt (hardcoPY) o Return Receipt (electronic) $ �— ❑ Certified Mail Restricted Delivery $ _ D Adult Signature Required $ -- El Adult Signature Restricted Delivery $ . Postage $ Total Postage and Fees $ Sent To P s t Iri$nvg4riCl"- .. ------------------------------ - x Sheet and AP No. --•----------------- City State, fits+4+ PS Form 3800, April 2015 PSN 7530-02.00-9047 See Reverse for Instructions ❑ Priority Mail Express® ❑ Registered Mail"" ❑ Registered Mail Restricted Delivery ❑ Return Receipt for Merchandise ❑ Signature ConfirmationTM ❑ Signature Confirmation Restricted Delivery Domestic Return Receipt 3_0(i - Z6is°1 (?u\\S Hello