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Home My WebLink About20161655.tiff RESOLUTION RE : APPROVE MODIFICATIONS TO SITE SPECIFIC DEVELOPMENT PLAN AND USE BY SPECIAL REVIEW PERMIT, USR15-0021 , FOR MINERAL RESOURCE DEVELOPMENT FACILITIES, OIL AND GAS SUPPORT AND SERVICE (CLASS II OILFIELD WASTE DISPOSAL FACILITY - SALTWATER INJECTION FACILITY) IN THE A (AGRICULTURAL) ZONE DISTRICT - RJM LAND COMPANY, LLC , C/O BNN WESTERN , 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 July 15 , 2015, the Weld County Board of Commissioners approved the application of RJM Land Company, LLC , 13217 CR 15 , Sterling , CO 80751 -9512 , c/o Whiting Oil and Gas , 1700 Broadway, Suite 2300, Denver, CO 80290, for a Site Specific Development Plan and Use by Special Review Permit, USR15-0021 . for Mineral Resource Development Facilities , Oil and Gas Support and Service (non-commercial Class II Oilfield Waste Disposal Facility — saltwater injection facility) in the A (Agricultural) Zone District, on the following described real estate, being more particularly described as follows : Subdivision Exemption . SUBX15-0012 ; being part of the S1 /2 of Section 19 Township 10 North , Range 57 West of the 6th P. M . , Weld County, Colorado WHEREAS, the Board of County Commissioners held a public hearing on the 1st day of June , 2016 , at the hour of 10: 00 a . m . , in the Chambers of the Board . for the purpose of hearing the applicant's request for modifications to the Use by Special Review Permit, reflected herein , and WHEREAS, at said hearing . the applicant was present, and WHEREAS, Section 23-2-230 of the Weld County Code provides standards for review of said Use by Special Review Permit, and WHEREAS, the Board of County Commissioners heard all of the testimony and statements of those present, studied the request of the applicant and the recommendation of the Weld County Planning Commission 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 . The submitted materials are in compliance with the application requirements of Section 23-2-260 of the Weld County Code . 2 . It is the opinion of the Board of County Commissioners that the applicant has shown compliance with Section 23-2-230. B of the Weld County Code as follows : A. Section 23-2-230 . B. 1 -- The proposed use is consistent with Chapter 22 and any other applicable code provisions or ordinance in effect. to as - tco 2016- 1655 PL2356 SPECIAL REVIEW PERMIT (USR15-0021 ) - RJM LAND COMPANY, LLC , C/O BNN WESTERN . LLC PAGE 2 1 ) Section 22-2-20 . G . 2 (A. Policy 7 . 2) states: "Conversion of agricultural land to nonurban residential, commercial and industrial uses should be accommodated when the subject site is in an area that can support such development, and should attempt to be compatible with the region. " The site is in a rural agricultural area . Conditions of Approval and Development Standards (on-site lighting is required to be shielded and downcast and a noise limit Development Standard is attached) are proposed to ensure compatibility with the surrounding area. 2) Section 22-4- 140 . B (EP. Goal 2) states: "Mineral resource exploration and production waste facilities should be planned, located, designed and operated to encourage compatibility with surrounding land uses in terms of items such as general use, scale, height, traffic, dust, noise and visual pollution. " The site is located in a sparsely populated rural area. 3) Section 22-4- 140. B . 1 (EP . Policy 2 . 1 ) states: "In reviewing the operational and reclamation plans for solid and brine waste disposal facilities, the County should impose such conditions, as necessary, to minimize or eliminate the potential adverse impact of the operation on surrounding properties and wildlife resources. " The site is in a rural area . Development Standards and Conditions of Approval (on-site lighting is required to be shielded and downcast and a noise limit Development Standard is attached) are proposed to ensure compatibility with the surrounding area. B . Section 23-2-230 . B. 2 -- The proposed use is consistent with the intent of the A (Agricultural) Zone District. 1 ) Section 23-3-40 .A. 2 of the Weld County Code allows Oil and Gas Support and Service Facilities (Disposal and Recycling Sites for Production Waste) as a Use by Special Review Permit in the A (Agricultural) Zone District. C . Section 23-2-230. B. 3 -- The uses which will be permitted will be compatible with the existing surrounding land uses. The proposed site is located in a rural area approximately one ( 1 ) mile to the southeast of the nearest residence. Two (2) letters of concern were received from surrounding property owners in regard to this application . The letters expressed concern with traffic and noise, specifically regarding trucks braking at the intersection of County Roads (CR) 116 and 133. The majority of waste water will be piped into the site . The application indicates that an average of ten ( 10) trucks will access the site on a daily basis . 2016- 1655 PL2356 SPECIAL REVIEW PERMIT ( USR15-0021 ) - RJM LAND COMPANY, LLC , C/O BNN WESTERN . LLC PAGE 3 D . Section 23-2-230. B.4 -- The uses which will be permitted will be compatible with future development of the surrounding area , as permitted by the existing zoning , and with the future development as projected by Chapter 22 of the Weld County Code and any other applicable code provisions or ordinances in effect, or the adopted Master Plans of affected municipalities . The site is not located within a three (3) mile referral area of any municipality, nor is it located within any existing Intergovernmental Agreement Area (IGA) of a municipality. E . Section 23-2-230. B . 5 -- The application complies with Chapter 23. Article V. of the Weld County Code . Building Permits issued on the lot will be required to adhere to the fee structure of the County-Wide Road Impact Fee , County Facility Fee and Drainage Impact Fee Programs . F . Section 23-2-230. B. 6 -- The applicant has demonstrated a diligent effort to conserve prime agricultural land in the locational decision for the proposed Use. The proposed facility is located on approximately five (5) acres delineated as " Prime" and " Prime if Irrigated , " per the 1979 Soil Conservation Service Important Farmlands of Weld County Map. The proposed facility will encompass five (5) acres of an approximately 715 acre parcel . G . Section 23-2-230. B. 7 — The Design Standards (Section 23-2-240, Weld County Code) , Operation Standards (Section 23-2-250, Weld County Code) , Conditions of Approval and Development Standards can ensure that there are adequate provisions for the protection of the health , safety, and welfare of the inhabitants of the neighborhood and County. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County. Colorado , that the application of RJM Land Company, LLC . c/o BNN Western . LLC , for modifications to Site Specific Development Plan and Use by Special Review Permit, USR15-0021 . for Mineral Resource Development Facilities, Oil and Gas Support and Service (Class II Oilfield Waste Disposal Facility — saltwater injection facility) in the A (Agricultural) Zone District, on the parcel of land described above be. and hereby is . granted subject to the following conditions : 1 . Prior to recording the map: A. An Improvements and Road Maintenance Agreement is required for this site. Road maintenance including dust control , damage repair. and triggers for improvements will be included . B . An accepted Water Quality Feature Drainage Design is required . p 9 g q C . The map shall be amended to delineate the following : 2016- 1655 PL2356 SPECIAL REVIEW PERMIT (USR15-0021 ) - RJM LAND COMPANY, LLC , C/O BNN WESTERN . LLC PAGE 4 1 ) All sheets of the map shall be labeled USR15-0021 . 2) The attached Development Standards. 3) The map shall be prepared in accordance with Section 23-2-260. D of the Weld County Code . 4) The applicant shall delineate the trash collection areas. Section 23-3-350 . H of the Weld County Code addresses the issue of trash collection areas . 5) Delineate the site lighting for compliance with Section 23-3-250. B. 6 of the Weld County Code . 6) All signs shall be shown and shall adhere to Chapter 23 . Article IV, Division 2 and Appendices 23-C , 23-D and 23-E of the Weld County Code. 7) CR 116 is a gravel road and is designated on the Weld County Road Classification Plan as a collector road . which requires 80 feet of right-of-way at full buildout. The applicant shall verify and delineate the future and existing right-of-way and the documents creating the existing right-of-way. If the existing right-of-way cannot be verified , it shall be dedicated . All setbacks shall be measured from the edge of right-of-way. This road is maintained by Weld County. 8) CR 133 is a gravel road and is designated on the Weld County Road Classification Plan as a collector road . which requires 80 feet of right-of-way at full buildout. The applicant shall verify and delineate the future and existing right-of-way and the documents creating the existing right-of-way. If the existing right-of-way cannot be verified , it shall be dedicated . All setbacks shall be measured from the edge of right-of-way. This road is maintained by Weld County. 9) CR 127 is a gravel road and is designated on the Weld County Road Classification Plan as a collector road , which requires 80 feet of right-of-way at full buildout. The applicant shall verify and delineate the future and existing right-of-way and the documents creating the existing right-of-way. If the existing right-of-way cannot be verified , it shall be dedicated . All setbacks shall be measured from the edge of right-of-way. This road is maintained by Weld County. 10) Show and label the approved Non-Exclusive License Agreement and recorded reception number and date . 2016- 1655 PL2356 SPECIAL REVIEW PERMIT ( USR15-0021 ) - RJM LAND COMPANY, LLC , CIO BNN WESTERN . LLC PAGE 5 11 ) Show and label the approved accesses (Access Permit Number AP15-00091 ) . 12) Show and label all easements with the recorded document reception number and date . 13) Show and label the approved tracking control onto publically maintained roads . 14) Show the accepted water quality feature and label as WATER QUALITY FEATURE , NO-BUILD OR STORAGE AREA. VOLUME= (ADD VOLUME #) . 15) Show and label the accepted drainage features , drainage flow arrows and parking and circulation . 2 . Upon completion of Condition of Approval #1 above , the applicant shall submit one ( 1 ) paper copy or one ( 1 ) electronic copy ( . pdf) of the map for preliminary approval to the Weld County Department of Planning Services. Upon approval of the map the applicant shall submit a Mylar map along with all other documentation required as Conditions of Approval . The Mylar map shall be recorded in the office of the Weld County Clerk and Recorder by the Department of Planning Services . The map shall be prepared in accordance with the requirements of Section 23-2-260 . D of the Weld County Code. The Mylar map and additional requirements shall be submitted within one hundred twenty ( 120) days from the date of the Board of County Commissioners Resolution . The applicant shall be responsible for paying the recording fee. 3 . In accordance with Weld County Code Ordinance #2012-3 . approved April 30, 2012 . should the map not be recorded within the required one hundred twenty ( 120) days from the date of the Board of County Commissioners Resolution , a $50 . 00 recording continuance charge shall be added for each additional three (3) month period . 4 . The Department of Planning Services respectfully requests a digital copy of this Use by Special Review, as appropriate. Acceptable CAD formats are . dwg . . dxf, and . dgn (Microstation) ; acceptable GIS formats are ArcView shapefiles or ArcGIS Personal GeoDataBase (MDB) . The preferred format for Images is .tif (Group 4) . (Group 6 is not acceptable) . This digital file may be sent to maps@co .weld . co. us. 5 . Prior to Construction : A. If more than one ( 1 ) acre is to be disturbed . a Weld County Grading Permit will be required prior to the start of construction . Contact the Planning Department for application information . 2016- 1655 PL2356 SPECIAL REVIEW PERMIT ( USR15-0021 ) - RJM LAND COMPANY , LLC . 0/O BNN WESTERN . LLC PAGE 6 B . The approved access and tracking control shall be constructed prior to on-site construction . 6 . Prior to Operation : A. The applicant shall develop an Emergency Action and Safety Plan with the Office of Emergency Management and the Fire District. The plan shall be reviewed on an annual basis by the Facility operator, the Fire District and the Weld County Office of Emergency Management. Submit evidence of acceptance to the Department of Planning Services . 7 . The Use by Special Review activity shall not occur. nor shall any building or electrical permits be issued on the property, until the Use by Special Review map is ready to be recorded in the office of the Weld County Clerk and Recorder or the applicant has been approved for an early release agreement. The above and foregoing Resolution was , on motion duly made and seconded , adopted g gpte by the following vote on the 1st day of June . A . D. . 2016 . BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: S'C J.-Sao:4 , Mi e Freeman , Chair Weld County Clerk to tie Board - � Sean P. Conway. Pro-Tem r BY : Deput Clerk to the Board E Cozad APOVC© ' , [O rM : 161 t�• ' ��s ` • ltd_ r. Kirkmeyer . ' oun y Attorney teve Moreno Date of signature : Gyae/gc 2016- 1655 PL2356 SITE SPECIFIC DEVELOPMENT PLAN USE BY SPECIAL REVIEW PERMIT DEVELOPMENT STANDARDS RJM LAND COMPANY, LLC , C/O BNN WESTERN , LLC USR15-0021 1 . The Site Specific Development Plan and Use by Special Review Permit, USR15-0021 , is for Mineral Resource Development Facilities , Oil and Gas Support and Service (Class II Oilfield Waste Disposal Facility - saltwater injection facility) in the A (Agricultural) Zone District, subject to the Development Standards stated hereon . 2. Approval of this plan may create a vested property right pursuant to Section 23-8- 10 of the Weld County Code . 3. The hours of operation are 24 hours a day, seven (7) days a week, as stated by the applicant(s) . 4 . The parking on the site shall be maintained . 5 . All signs shall adhere to Chapter 23 , Article IV, Division 2 and Appendices 23-C . 23-D and 23-E of the Weld County Code. 6 . No disposal of waste . other than Class II . as currently defined by the Environmental Protection Agency, is permitted . Any changes from the approved Class II use will require an amendment to this Use by Special Review Permit. 7 . All liquid wastes received at the facility shall be unloaded on the unloading pad . The unloading/loading pad leak detection system shall be constructed and operated in accordance with the approved design . The unloading pad will be kept in good condition and cleaned at a frequency that prevents oils and other wastes from building up on the pad . During winter months , the facility shall maintain the unloading pad free of ice. 8 . Analytical waste data and environmental monitoring data shall be made available to Weld County Department of Health and Environment upon request. The Weld County Department of Health and Environment reserves the right to acquire additional monitoring . 9 . All liquid and solid wastes (as defined in the Solid Wastes Disposal Sites and Facilities Act . Section 30-20- 100. 5 , C . R. S . ) shall be stored and removed for final disposal in a manner that protects against surface and groundwater contamination . 10. No permanent disposal of wastes shall be permitted at this site. This is not meant to include those wastes specifically excluded from the definition of a solid waste in the Solid Wastes Disposal Sites and Facilities Act. Section 30-20- 100. 5. C . R. S . 11 . A leak detection system shall be designed and installed beneath concrete unloading pad (s) , piping , and sump(s) . The unloading pad shall be kept in good condition and leak detection and unloading pad plans shall be onsite and available upon request. 2016- 1655 PL2356 DEVELOPMENT STANDARDS ( USR15-0021 ) - RJM LAND COMPANY, LLC , 0/O BNN WESTERN , LLC PAGE 2 12 . Secondary containment shall be concrete for all storage and processing tanks . Secondary containment volume shall provide containment for the entire contents of the largest single tank plus sufficient freeboard to allow for precipitation . The plans and engineered drawings will be stamped and signed by a Colorado registered Professional Engineer (PE). Synthetic structures (non-concrete) are permitted , provided a Colorado registered PE provides a certification indicating that the proposed alternate containment system meets, or exceeds, the function of a concrete system with regard to containment. spills. and unintended releases . The secondary containment shall be kept in good condition . Secondary containment plans and certifications , volume calculations demonstrating sufficient freeboard is available, and PE stamped drawings shall be onsite and available upon request. 13 . Unloading pad(s) , secondary containment and tanks shall be inspected for integrity and leaks at least monthly . Documentation of inspections will be kept on-site and available upon request. 14. Any stained or contaminated soils on the facility shall be removed and disposed of in accordance with applicable rules and regulations . All spills will be documented and records will be kept on-site for the WCDPHE review upon request. All spills will be reported to local . state and federal agencies in accordance with all state and federal regulations. 15. The WCDPHE will be notified prior to the closure of the facility. Upon site closure, the facility will remove all wastes from the site and decontaminate all equipment. tanks, and secondary containment. All wastes removed from the site during closure activities will be disposed of off-site, in accordance with all state and federal rules and regulations and with Weld County Code . Documentation of closure activities will be provided to WCDPHE . 16 . The facility shall comply with the accepted Groundwater Monitoring Plan . 17 . All stormwater, which has come into contact with waste materials on the site , shall be confined on the site . In the event the stormwater is not adequately controlled on the site, upon written notification from the WCDPHE or CDPHE . a comprehensive site-wide Stormwater Plan shall be developed and implemented . The plan must be approved , in writing by the WCDPHE or CDPHE , prior to implementation . 18 . Waste materials shall be handled , stored , and disposed of in a manner that controls fugitive dust, fugitive particulate emissions , blowing debris, and other potential nuisance conditions . The facility shall operate in accordance with the accepted Waste Handling Plan and with Chapter 14 . Article I of the Weld County Code . at all times. 19. Fugitive dust and fugitive particulate emissions should be controlled on this site . Fugitive Dust should attempt to be confined on the property. Uses on the property should comply with the Colorado Air Quality Commission's air quality regulations . 20. This facility shall adhere to the maximum permissible noise levels allowed in the Non-Specified Zone District. as delineated in Section 14-9-30 of the Weld County Code or with all applicable state noise statutes and/or regulations . 2016- 1655 PL2356 DEVELOPMENT STANDARDS ( USR15-0021 ) - RJM LAND COMPANY , LLC . 0/O BNN WESTERN , LLC PAGE 3 21 . All potentially hazardous chemicals must be handled in a safe manner, in accordance with product labeling , and in a manner that minimizes the release of Hazardous Air Pollutants ( HAP's) and Volatile Organic Compounds (VOC's) . All chemicals must be stored secure, on an impervious surface , and in accordance with manufacturer's recommendations . 22 . Adequate drinking , handwashing and toilet facilities shall be provided for employees and patrons of the facility. at all times . As employees or contractors are on the site for less than two (2) consecutive hours a day. portable toilets and bottled water are acceptable . Records of maintenance and proper disposal for portable toilets shall be retained on a quarterly basis and available for review by the Weld County Department of Public Health and Environment. Portable toilets shall be serviced by a cleaner licensed in Weld County and shall contain hand sanitizers 23 . A Spill Prevention , Control and Countermeasure Plan . prepared in accordance with the applicable provisions of 40 CFR , Part 112 , shall be available on-site . 24. The applicant shall submit an Air Pollution Emission Notice (APEN ) and acquire an Emissions Permit from the Air Pollution Control Division (APCD) , Colorado Department of Public Health and Environment, if applicable . Alternately. the applicant may provide evience from the APCD that they are not subject to these requirements . Evidence of acceptance shall be submitted , in writing , to the Weld County Department of Planning Services . 25 . The operation shall comply with all applicable rules and regulations of state and federal agencies and the Weld County Code. 26. Sources of light shall be shielded so that light rays will not shine directly onto adjacent properties where such would cause a nuisance or interfere with the use on the adjacent properties in accordance with the plan . Neither the direct. nor reflected , light from any light source may create a traffic hazard to operators of motor vehicles on public or private streets . No colored lights may be used which may be confused with , or construed as. traffic control devices . 27 . Should noxious weeds exist on the property, or become established as a result of the proposed development, the applicant/landowner shall be responsible for controlling the noxious weeds . pursuant to Chapter 15. Articles I and II , of the Weld County Code . 28 . The historical flow patterns and runoff amounts will be maintained on the site . 29. Weld County is not responsible for the maintenance of on-site drainage related features . 30. There shall be no parking or staging of vehicles on County roads . On-site parking shall be utilized . 31 . The right-of-way or easement shall be graded and drained to provide an all-weather access . 2016- 1655 PL2356 DEVELOPMENT STANDARDS ( USR15-0021 ) - RJM LAND COMPANY . LLC , 0/O BNN WESTERN , LLC PAGE 4 32 . There shall be no tracking of dirt or debris from the site onto publically maintained roads. The applicant is responsible for mitigation of any off-site tracking and maintaining on-site tracking control devices . 33 . Building permits may be required . per Section 29-3- 10 of the Weld County Code . Currently, the following have been adopted by Weld County: 2012 International Codes , 2006 International Energy Code , and 2014 National Electrical Code . 34. The property owner or operator shall be responsible for complying with the Design and Operation Standards of Chapter 23 of the Weld County Code. 35 . Necessary personnel from the Weld County Departments of Planning Services . Public 5 eces y p Works, and Public Health and Environment 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 Conditions of Approval and Development Standards stated herein and all applicable Weld County regulations. 36 . The Use by 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 County 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 . 37 . 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 . 38. The Weld County Right to Farm Statement. as it appears in Section 22-2-20 . J . 2 of the Weld County Code . shall be placed on the map and recognized at all times . 2016- 1655 PL2356 �. I864- MEMORANDUM t� )1,I k` ✓'l 11 f• TO: Weld County Commissioners V✓ DATE: May 22, 2016 FROM: Chris Gathman ( rd- -- -- SUBJECT: Proposal to modify USR15-0021 to change from a Non-Commercial to a Commercial Class II Oilfield Waste Disposal Facility) Location: East of and adjacent to County Road 133 and immediately southeast of the intersection of County Road 116 and County Road 133. Legal Description: Subdivision Exemption, SUBX15-0012; being part of the S2 of Section 19 T10N R57W. Request A Site Specific Development Plan and Special Review Permit for Mineral Resource Development Facilities, Oil and Gas Support and Service (Modification from Non-Commercial to Commercial Class II Oilfield Waste Disposal Facility- Saltwater Injection Facility) in the A(Agricultural)Zone District. Background: USR15-0021 (Non-Commercial Class II Oilfield Waste Disposal Facility—Saltwater Injection Facility)was approved by the Board of County Commissioners on July 15, 2015. The USR15-0020 plat has not been recorded. The original applicant for this case was Whiting Oil and Gas. Whiting transferred operatorship of the facility to BNN Western, LLC, a subsidiary of BNN Water Solutions and Tallgrass Energy Partners, in December of 2015. The request indicates that no other 3rd party waste will be disposed of under this USR (only waste generated by Whiting). Should the Board approve this, the following modifications would be required to the USR15-0020 resolution: • Remove the word "Non Commercial"from the resolution title at the top of page#1. • Remove the word "non commercial"from the resolution under the second whereas on page #1. • Remove the word "Non Commercial" from Development Standard #1 on page 7 of the resolution. • Remove the sentence"No Class II waste, other than Class II waste from wells operated by the injection well operator, is permitted for disposal."from Development Standard #5 on page 7 of the resolution." Staff Recommendation: The major potential impact that could result from this change would be the increase in truck traffic. The application indicates that this will not increase traffic coming to and from the site (Whiting). The original USR traffic narrative indicates a total of ten (10)tanker trucks would access the site on a daily basis. The original request stated that the majority of waste water will be piped to the facility. Additionally, an Improvements and Road Maintenance Agreement is still attached as a condition of approval to address impacts with dust control, damage repair, specified haul routes and future triggers for road improvements be required. Staff recommends approval of these requested changes. TALLGRASS L ; . ERCY PARTNERS BNN WESTERN, LLC May 19, 2016 VIA Email Weld County Department of Planning Services Chris Gathman, Planner Ill 1555 N. 17th Ave. Greeley, CO 80631 Re: Request to modify Use by Special Review Permits USR15-0020 & USR15-0021 Mr. Gathman: Pursuant to our previous conversations, this letter is to formally outline and request modifications to the terms of the referenced USR permits. BNN Western. LLC ("BNN") , a subsidiary of BNN Water Solutions, LLC and Tallgrass Energy Partners, LP acquired certain assets from Whiting Oil & Gas Corporation ("Whiting") in December, 2015. Among the assets acquired included three operating saltwater disposal wells ("SWD's") in Weld County. Two of these SWD's, permitted under USR15-0020 & USR15-0021 , were approved by Weld County as excerpted from the Resolution: ". . . (Non-Commercial Class II Oilfield Waste Disposal Facility- Saltwater Injection Facility). . . " Further, Development Standard No. 5 and No. 6 of the respective Resolutions state: "No Disposal of waste, other than Class II, as currently defined by the Environmental Protection Agency, is permitted. No Class ll waste, other than Class II waste from wells operated by the injection well operator, is permitted for disposal. Any changes from the approved Class II use will require an amendment to this Use by Special Review Permit. " BNN assumed operatorship of the SWD's from Whiting in December, 2015 and currently only dispose of Class II waste produced from oil and gas wells operated by Whiting, no other third party waste is being disposed of in the SWD's. Also, there has not been any change in truck traffic or other uses greater than what is permitted under the USR permits. Almost all waste that is being disposed of is transported to the site via underground pipelines from the production tank batteries. Due to the highlighted language of the excerpts and any other similar restrictive language within the Resolutions, BNN would like to make the following requests of the Planning Department and Board of County Commissioners: 370 Van Gordon Street Lakewood, CO 80228- 1519 303.763.3305 1 . Modify the language of the Resolutions to, at a minimum , allow for the disposal of Class II waste from wells operated by Whiting, regardless of who the injection well operator is, so long as there no increase in truck traffic. noise, or dust at the facilities. 2. Expanding on the request in #1 , BNN would like to further request that the USR permits allow for the disposal of any third party Class II waste that is transported to the site via pipeline, so long as there is no increase in truck traffic, noise, or dust at the facilities. Any expansion of the facilities or projected increase in truck traffic that is not currently permitted by the USR's would be subject to a future amendment. BNN greatly appreciates the county's cooperation and consideration in this matter. If you have any questions or concerns, please contact me at 303-763-3305. Sincerely, BNN WESTERN, LLC C dy Wagoner Senior Agent. Land & Right of Way :11;135"; Pages : 1 of 12 When Recorded, Mail To: i s 12 ; 7pMRFeeCay eS , Clerk x66 . 00Land Department and RecorderWe;a CounlBNN Redtail, LLC1 � '�� i4��1!'��(,44� 71/4.14,4,44, y CO � ' kt Ry,14, , Y44, /IIII 370 Van Gordon Street Lakewood, CO 80228 ASSIGNMENT AND ASSUMPTION OF LEASES AND OTHER AGREEMENTS THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND OTHER AGREEMENTS (this "Assignment") is made and entered into as of the 16th day of December, 2015 (the "Effective Date"), by and between Whiting Oil and Gas Corporation, a Delaware corporation, with an address of 1700 Broadway, Suite 2300, Denver, Colorado, 80290 ("Assignor"), and BNN WESTERN, LLC, a Delaware limited liability company, with an address of 370 Van Gordon Street, Lakewood, CO 80228 ("Assignee") (Assignor and Assignee may be referred to herein, individually, as a "Party" or, collectively, as the "Parties"). RECITALS : A. Concurrently with the delivery of this Assignment, Assignor has sold to Assignee and Assignee has purchased from Assignor certain assets in Weld County, State of Colorado, pursuant to that certain Transfer, Purchase and Sale Agreement by and among Assignor, Assignee, and BNN Redtail, LLC, a Delaware limited liability company, dated as of Effective Date, as same may have been amended from time to time (the "Purchase Agreement"). B. Assignor is the tenant pursuant to the Surface Leases and a party to other agreements relating to certain real property located in Weld County, State of Colorado (each an "Agreement" and, collectively, the "Agreements"), which Agreements are specifically described on Exhibit A attached hereto. C. Pursuant to the Purchase Agreement, Assignor is to assign to Assignee all of Assignor's right, title, and interest in, to, and under the Agreements. D. Assignee desires to accept such assignment of the Agreements in accordance with the terms and conditions set forth herein. E. The Parties are entering into this Assignment in furtherance of the foregoing. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows: 1 . Defined Terms. Capitalized terms which are used but not defined in this Assignment shall have the meanings ascribed to such terms on Exhibit B attached hereto. 1 4173229 Pages 2 Fee 12 R Fee ' b66 • BA co 57 PM Weld CoujU y �,�, Ali /II I ca el / is/2016 Koppe i2 : �� ttig I Ina early KoPPes Clerk and Recorder NfignikiliM 2. Assignment of the Agreements. Effective as of the Effective Date, Assignor hereby assigns to Assignee all of Assignor's right, title, and interest in, to, and under the Agreements, together with any and all rights, title, estates, and interests of Assignor as tenant or otherwise under the Agreements, and any and all rights, privileges, easements, rights of way, and appurtenances appertaining thereto (including any security deposits and prepaid rents), free and clear of any Liens, other than Permitted Liens, arising by, through or under Assignor. 3. Assumption of the Agreements. Effective as of the Effective Date, Assignee hereby assumes all of the obligations of tenant or otherwise of Assignor under the Agreements (including that Assignee assumes and undertakes to keep, observe, and perform all the agreements, terms, conditions, and covenants of tenant or otherwise of Assignor in the Agreements) arising after the Effective Date. 4 . Purchase Agreement. This Assignment is made pursuant to the Purchase Agreement and incorporates the terms and provisions thereof, including the representations and indemnities contained in the Purchase Agreement by this reference, as though repeated verbatim herein. 5. Recording. This Assignment shall be recorded in the records of the Clerk and Recorder of Weld County, Colorado. 6. Incorporation of Recitals. The recitals set forth above are incorporated into this Assignment by this reference. 7. No Third Party Beneficiaries. Nothing contained in this Assignment, expressed or implied, is intended or shall be construed to confer upon or give to any person other than the Parties and their successors or permitted assigns, any rights or remedies under or by reason of this Assignment. 8. Further Assurances. The Parties shall cooperate with one another and use their commercially reasonable efforts to effect, or cause to be effected, as the case may be, the transactions contemplated by this Assignment. Each of the Parties shall, at any time and from time to time after the date hereof, upon the request of any other Party, execute, acknowledge, and deliver all such further instruments or assurances as may be necessary, in the reasonable judgment of the requesting Party, to carry out the provisions and intent of this Assignment. 9. Assignment/Binding Effect/Successors and Assigns. This Assignment may not be assigned by operation of law or otherwise by either Party without the prior written consent of the other Party not to be unreasonably withheld; provided that Assignee may assign this Assignment to any affiliate of Assignee without the prior written consent of the Assignor; provided that such assignment shall not release Assignee from any obligations or liabilities under this Assignment. Any attempted assignment of this Assignment in contravention of this Section 9 will be void ab initio. This Assignment shall be binding upon and shall inure to the benefit of each of the Parties hereto and to their respective successors and permitted assigns. 2 4173229 Pages : 3 of 12 01 / 15/2016 12 : 57 PM R Fee : $66 . 00 Carly Koppes Clerk and Recorder Weld County CO VIII I�,��!' 11111 10. Counterparts/Signatures. This Assignment may be executed in one or more counterparts, each of which will be deemed an original. 11 . Attorneys' Fees. If any suit or action arising out of or related to this Assignment is brought by any Party, the substantially prevailing Party or Parties shall be entitled to cover the costs and fees (including, without limitation, reasonable attorneys' fees, the fees and costs of experts and consultants, copying, courier, and telecommunication costs, deposition costs, and all other costs of discovery) incurred by such Party or Parties in such suit or action, including, without limitation, any bankruptcy, post-trial, or appellate proceeding, or the collection or enforcement of any judgment award entered or made in such suit or action. 12. Governing Law; Venue. This Assignment shall be governed by, construed, enforced and performed according to the laws of the State of Colorado without regard to principles of conflicts of law. Any litigation under this Assignment shall be brought and maintained in the appropriate courts in the City and County of Denver, State of Colorado, and the Parties consent to personal jurisdiction in the State of Colorado. EACH PARTY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 13 . Amendment. This Assignment may not be amended, modified, or waived except by written instrument executed by officers or duly authorized representatives of the Parties. 14. Severability. The invalidity or unenforceability of any portion or provision ty p o 1s1on of this Assignment shall in no way affect the validity or enforceability of any other portion or provision hereof Any invalid or unenforceable portion or provision will be deemed severed from this Assignment and the balance of this Assignment will be construed and enforced as if this Assignment did not contain such invalid or unenforceable portion or provision. If any such provision of this Assignment is so declared invalid, the Parties shall promptly negotiate in good faith new provisions to eliminate such invalidity and to restore this Assignment as near as possible to its original intent and effect. 15. Notices. MI notices, requests, demands, and other communications hereunder shall be made in writing. Notices, requests, demands, and other communications shall be deemed to be duly given upon the date of delivery, if delivered by hand; upon the date of sending, if delivered by email to the email address set forth below (with written confirmation of delivery); upon the third Business Day (defined below) after mailing, if mailed by certified or registered mail with postage prepaid; or upon the first Business Day after dispatch, if sent by nationally-recognized overnight courier as follows: If to the Assignor: Whiting Oil and Gas Corporation 1700 Broadway, Suite 2300 Denver, CO 80290 Attention: General Counsel Email: bruced@whiting.com 3 4173229 Pages : 4 of 12 01 / 15/2016 12 : 57 PM R Fee : $66 . 00 Carly Koppes Clerk and Recorder Weld County CO IIII DUI WP�1l :IZI IINfiltri �Glitil'PJV!:'�I!w Y4,� If to the Assignee: BNN WESTERN, LLC c/o BNN Redtail, LLC 370 Van Gordon Street Lakewood, CO 80228 Attention: Land Department Email: cody.wagoner@tallgrassenergylp.com With a copy to (which shall not constitute notice): BNN WESTERN, LLC c/o BNN Redtail, LLC 370 Van Gordon Street Lakewood, CO 80228 Attention: Legal Department Email: adam.schiche@tallgrassenergylp.com or to such other addresses as any Party may provide to the other Parties in writing. For purposes of this Section 15, "Business Dal," means any day that is not a Saturday, Sunday, or other day on which banking institutions in Denver, Colorado, are authorized or required by law to be closed. 16. Headings. The headings of the Sections and subsections of this Assignment are for convenience only and shall not be used in the interpretation of this Assignment. 17. Entire Agreement. Except for the License to Use Easements, Purchase Agreement, Water Commitment Agreement (to be recorded or a memorandum to be recorded in the real property records of Weld County, Colorado generally contemporaneously with this Assignment) and Produced Water Gathering and Disposal Agreement (to be recorded or a memorandum to be recorded in the real property records of Weld County, Colorado generally contemporaneously with this Agreement), each dated as of Effective Date, this Assignment constitutes the entire agreement and understanding of the Parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto. If a conflict exists between the terms and conditions in the body of this Assignment and the terms and conditions in an Exhibit, the terms and conditions in the body of this Assignment shall control. The provisions of the Purchase Agreement shall survive (i) the closing of the transactions contemplated by the Purchase Agreement and (ii) the execution and delivery of this Assignment and shall not merge with this Assignment or any other documents delivered at closing including the License to Use Easements, Purchase Agreement, Water Commitment Agreement, and Produced Water Gathering and Disposal Agreement. 18. Access. Assignor hereby grants, sells, conveys, and assigns to Assignee a non- exclusive perpetual easement over and across all real property owned by Assignor adjacent to the Agreements whether owned by Assignor now or in the future for purposes of ingress and egress 4 4173229 Pages : 5 of 12 01 / 15/ 2016 12 : 57 PM R Fee : $66 . 00 Carly Koppes . Clerk and Recorder Weld County CO I''elil ? III! ! to and from the Agreement areas to public roads by means of dirt or paved roads, lanes, and pathways thereon, if existing or constructed in the future. 19. Breach. No breach of this Assignment shall entitle either Party to cancel, rescind, or otherwise terminate this Assignment, but such limitation shall not affect in any manner any other rights or remedies which such Party may have hereunder or pursuant to applicable law, by reason of such breach of this Assignment. 20. Time is of the Essence. Time is of the essence herein. 21 . Interpretation. Unless a clear contrary intention appears, as used in this Assignment: (a) the singular includes the plural and vice versa; (b) reference to a document, agreement, or applicable law means such document, agreement, or applicable law as amended, modified, extended, replaced, or supplemented from time to time; (c) "include" or "including" means including without limiting the generality of the description preceding such term; (d) the word "or" is not exclusive, regardless of whether "and/or" is used in the applicable provision; (e) the phrase "this Assignment" and the terms "hereof," "herein," "hereby," and derivatives or similar words refer to this entire Assignment and the Exhibits hereto, all of which are incorporated herein; (f) references to money shall be in United States dollars; (g) the terms "will," "shall," and "agree" have the same meaning, force, and effect; (h) references to a "month" mean a calendar month, and references to a "year" mean a calendar year; (i) "person" means an individual or entity; and (j) references to an "affiliate" mean, in relation to a Party, any person that (x) directly or indirectly controls such Party, (y) is directly or indirectly controlled by such Party, or (z) is directly or indirectly controlled by a person that directly or indirectly controls such Party; provided that for this purpose, "control" of any entity or person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any person, whether through the ownership of a majority of equity interests or voting power or control in fact of the person or otherwise. 22. Ambiguity. This Assignment shall not be construed against either Party in the event of an ambiguity or other dispute as to its interpretation. 23. Authority. Each Party represents to the other that it has the power and authority to execute and deliver this Assignment and to perform its respective obligations under this Assignment and that the person or persons signing for each Party have been duly authorized by such Party to do so. 24. Waiver. The delay or failure of any Party hereto to insist in any one or more cases upon the strict performance of any provisions or covenants of this Assignment or to exercise any rights herein contained shall not be construed as a waiver or relinquishment for the future of any such provision, covenant, or right, and no waiver by either Party of any provisions of this Assignment will be deemed to have been made unless expressed in writing and signed by such Party. 25. No Joint Operations. Assignor and Assignee are independent entities and nothing contained in this Assignment shall be deemed or construed to create a partnership or joint 5 4173229 Pages : 6 of 12 01 / 15/2016 12 : 57 PM R Fee : $66 . 00 Carly Koppes Clerk and Recorder Weld County , CO IA Li III II venture of or between Assignor and Assignee, or to create any other relationship between the Parties other than assignor and assignee. [SIGNATURES AND ACKNOWLEDGMENTS CONTINUE ON FOLLOWING PAGES] 6 4173229 Pages : 7 of 12 01 / 15/2016 12 : 57 PM R Fee : $66 . 00 Carly Koppes Clerk and Recorder Weld County . CO ■III !Oral;110 WW18 I'll lid'N+I1',' 4+J k1' inn IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment to be effective as of the Effective Date. ASSIGNOR: Whiting Oil and Gas Corporation, a Delaware corporation By: u �. r- Name: Rick Ross Title: Senior Vice President - Operations ASSIGNEE: BNN WESTERN, LLC , a Delaware limited liability company By : Whitin g ng Oil and Gas Corporation Its : Sole Member By: X.-I-- Name: Rick Ross Title: Senior Vice President - Operations (Assignment and Assumption of Leases and Other Agreements) 4173229 Pages : 8 of 12 01 / 15/2016 12 : 57 P11 R Fee : $66 . 00 Carly Koopes Clerk and Recorder Weld County Co VIII Wilciii�Z�K�,ir iNdril��,Il, tivai4ik f��:F�iiti tii iI II STATE OF ss. COUNTY OF ✓ ) LOA The foregoing instrument was acknowledged before me this day of , 2015, by Rick Ross as Senior Vice President - Operations of Whiting Oil and as Corporation, a Delaware corporation. NO PRf PLEIUC Witness my hand and official seal. R0PC0I0IM00 OSSIMINN My commission expires: �- 11, 2e71 Not Pu STATE OF ) ) ss. COUNTY OF ) l The for going instrument was acknowledged before me this Zday of �( OO1 , 2015, by Rick Ross as Senior Vice President - Operations of Whiting it and Gas Corporation, the sole member of BNN WESTERN, LLC, a Delaware limited liability company. NOTARY MOUNEAU NOTAR t PRE Witness my hand and official seal. I STATE OFCOLGAN:JO NOTARY 4 3)134121014 4Y COMMISSION 17 My commission expires: an- 1720t7 1-aa A, L- ,./7/7. dt Olt AIL No P lic (Assignment and Assumption of Leases and Other Agreements) 4173229 Pages : 9 of 12 01 / 15/2016 12 57 an PM R Fee $66 . 00 r donPes C; 1e_ K aid Rvc°` �"` Weld County CO drl 'f ■ tI12 5/111614 ■III EXHIBIT A Assignment and Assumption of leases and Other Agreements EXHIBIT A Assignment and Assumption of Leases and Other Agreements Prospect Name County Lease no. Record type Lessor/ Grantor Lessee/ Grantee Lease date Recording 1► Legal description REDTAIL PROSPECT Weld CO076 319-000 SUR PATRICK J WOODS WHITING OI_ AND GAS CORPORATION 8/28/2013 3961783 6th PM T9N R59W Sec 1 Gr acs: 0 0000 Net acs 0 0000 SW/4 A 14.32 ACRE TRACT. MORE OR LESS REDTAIL PROSPECT Weld C0076 319-000 AMEND PATRICK J WOODS WHITING OIL AND GAS CORPORATION 12/26/2013 3989592 6th PM T9N R59W Sec 1 Gr act 0.0000 Net acs 0.0000 SW/4 A 14.32 ACRE TRACT. MORE OR LESS REDTAIL PROSPECT Weld C0076 425-000 SUR TIMBRO RANCH AND CATTLE COMPANY, LLC WHITING OIL AND GAS CORPORATION 4/8/2014 4012177 6th PM T ION R58W Sec 12: NE/4 Sec 10: NW/4 Sec 25: NE14 REDTAIL PROSPECT Weld CO076 437-000 SUR NELSON RANCHES. INC WHITING OIL AND GAS CORPORATION 6/30/2014 6th PM T1ON R58W Sec 20: NEJ4 - POND G Sec 7: LOT 4 - POND H Sec 21. SE/4 - POND I REDTAIL PROSPECT Weld SUR TWO MILE RANCH, GP WHITING OIL AND GAS CORPORATION 10/19/2015 4165889 6th PM T1ON R57W Sec 18: SE/4 - POND 0 - ns a REDTAIL PROSPECT Weld SUR ROBERT ROHN WHITING OIL AND GAS CORPORATION 10/19/2015 4165890 6th PM -%• r WT10N R58W -` U Sec 33: SW/4 - POND B - N o wN to REOTAIL PROSPECT Weld CO076.464-000 SUR WADE E. CASTOR AND DELAND TODD CASTOR WHITING OIL AND GAS CORPORATION 11/7/2014 4100547 6th PM _ 0 T9N R59W m Sec 16: NW/4SW/4 lerr C1 N REDTAIL PROSPECT Weld 00076.464.000 AMEND WADE E. CASTOR AND DELAND TODD CASTOR WHITING OIL AND GAS CORPORATION 12/11/2015 4166004 6th PM ow- °J m T9N R59W Sec 16: NW/4SW/4 73y�j 4a REDTAIL PROSPECT Weld CO076.465.000 SUR RJM LAND COMPANY LLC WHITING OIL AND GAS CORPORATION 10/2/2015 4100546 601 PM TION R57WCs 7l7 Sec 19: SW/4SE/4 x o N t t aTo O REDTAIL PROSPECT Weld CO076.465.000 AMEND RJM LAND COMPANY LLC WHITING OIL AND GAS CORPORATION 12/3/2015 4166005 6111 PM o 40 T ION RS 7W 01Cl Sec 19: SW/4SE/4 a N Sag REDTAIL PROSPECT Weld 00076.465.000 SUR TIMBRO RANCH AND CATTLE COMPANY, LLC WHITING OIL AND GAS CORPORATION 8/26/2014 4105581 6th PM c-, T10N R58W woon o Sec 26: NW/4SE/4 ire s - r. REDTAIL PROSPECT Weld 00076.465.000 AMEND TIMBRO RANCH AND CATTLE COMPANY, LLC WHITING OIL AND GAS CORPORATION 5/28/2015 4113700 6th PM i7 T10N R58W Sec 26: NW/4SE/4 .-i IPE REDTAIL PROSPECT Weld CO076.465-000 AMEND TIMBRO RANCH AND CATTLE COMPANY, LLC WHITING OIL AND GAS CORPORATION 12/8/2015 4166006 6th PM T1ON R58W - Sec 26: NW/4SE/4 Pap 1of1 4173229 Pages : 11 of 12 01 / 15/2016 12 : 57 PM R Fee : $66 . 00 Carly Koppes Clerk and Recorder Weld County CO El�� eLI �r I�r�� ' EXHIBIT B Definitions "Business" means the freshwater transportation and storage, and produced water gathering and disposal business, as conducted by the Assignor or Assignee, as applicable, in each case on certain real property located in Weld County, State of Colorado. "Contract" means any legally binding contract, agreement, note, instrument, lease, license, commitment, arrangement, understanding, undertaking, or other commitment or obligation, whether written or oral. "Governmental Authority" means any (a) U.S. or foreign federal, state, local, tribal, provincial, municipal, or other government (including any governmental agency, branch, department, official, or entity and any court or other tribunal); or (b) body entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or Taxing Authority or power of any nature. "Easements" means all easements, rights of way and associated rights and appurtenances related to, used or held for use in connection with the Business and the assets acquired by Assignee under the Purchase Agreement. "Knowledge of the Assignee" or "to the Assignee's Knowledge" (and any similar phrases as they relate to the Assignee) means the actual knowledge, without any duty of inquiry, of Jeff Nelson and Dick Sears. "Knowledge of the Assignor" or "to the Assignor's Knowledge" (and any similar phrases as they relate to the Assignor) means the actual knowledge, without any duty of inquiry, of Rick Ross, Mike Stahl, and Dusty Tucker. "Legal Requirement" means any order, constitution, law, ordinance, rule, regulation, statute, code or treaty issued by any Governmental Authority, including an arbitration panel, any principle of common law or judicial or administrative interpretation thereof "Liens" means any lien, encumbrance, pledge, mortgage, deed of trust, security interest, hypothecation, license, lease, charge, option, right of first refusal, easement, covenant, servitude, proxy, voting trust or agreement, transfer restriction under any shareholder or similar agreement, or any other direct or indirect restriction or limitation, including mechanic's liens. "Permitted Liens" means (a) liens for Taxes and assessments that are not yet due and payable as of the Effective Date, (b) zoning, entitlement and other land use and environmental regulations by any Governmental Authority, provided that, in the case of (b), such regulations have not been violated and do not materially impact the Assignee's ability to conduct the Business following the Effective Date, (c) materialmen's, mechanics', repairmen's, employees', contractors', 'operators or other similar liens or charges arising in the ordinary course of business that are incidental to construction, maintenance or operation of any of the assets acquired by Assignee and which are not, individually or in the aggregate, material to the Business or the assets acquired by Assignee, (d) defects in the early chain of title consisting of the mere failure to 4173229 Pages : 12 of 12 01 / 15/2016 12 : 57 PM R Fee : $66 00 Cary Koppes Clerk and Recorder Weld County , CO VIII fIFJPUP L!1 !i4ti'N1!C F'�T�� E��i�K��Y 'tY��:i�,�� Bill recite marital status in a document or omissions of heirship or probate proceedings unless the Assignee provides affirmative evidence that the lack thereof has resulted in another Person's actual and superior claim of title to any of the assets acquired by Assignee or Easements, and (e) any defects to the Assignee's Knowledge prior to executing this Agreement. "Order" means any order, decree, judgment, injunction (temporary, preliminary, or permanent), writ, assessment, arbitration award, or ruling by any Governmental Authority. "Person" means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations. "Surface Leases" means all of the rights and interests of the Assignor under the real property leases, subleases, licenses or other Contracts to the Assignor in which the Assignor is a party, or under which the Assignor otherwise has a right or option to use or occupy any real property, related to, used or held for use in connection with the Business. "Tax" and "Taxes" means any federal, state or local tax of any kind or nature, including any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, windfall profits, environmental, severance, customs duties, capital stock, franchise, profits, capital gains, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value-added, ad valorem, or other similar tax, including any interest, penalty, or addition thereto, whether disputed or not, and including any liability for any of the foregoing taxes or other items arising as a transferee, successor, by contract, or otherwise, for which such Person may be liable. "Taxing Authority" means, with respect to any Tax, the Governmental Authority or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision, including any governmental or quasi- governmental entity or agency that imposes, or is charged with collecting, social security or similar charges or premiums. 8277941_6 Chris Gathman From: Wagoner, Cody <cody.wagoner@tallgrassenergylp.com> Sent: Monday, May 23, 2016 2:34 PM To: Chris Gathman Cc: Tisa Juanicorena Subject: RE: Sign off from Property Owner Good question. The Consent lists BNN Redtail, LLC...or its designee. We weren't sure of the entity at the time that the consent was being acquired. Cody Wagoner I Sr. Agent, Land & Right of Way I Tallgrass Energy 370 Van Gordon Street I Lakewood, CO 80228 T: 303.763.3305 I M: 970.301.2299 Cody.Wagoner@tallgrassenergylp.com Original Message From: Chris Gathman [mailto:cgathman@co.weld.co.us] Sent: Monday, May 23, 2016 2:14 PM To: Wagoner, Cody Cc:Tisa Juanicorena Subject: FW: Sign off from Property Owner Thanks Cody, This raises a question -this consent amendment lists BNN Redtail, LLC- not BNN Western, LLC. Was the name later changed to BNN Western, LLC? Chris Gathman Planner III Weld County Department of Planning Services 1555 N. 17th Avenue, Greeley CO. 80631 Ph: (970)353-6100 ext. 3537 Ph (Direct Line): (970)400-3537 Fax: (970)304-6498 Confidentiality Notice:This electronic transmission and any attached c or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication.Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. Original Message 1 From: Wagoner, Cody [mailto:cody.wagoner@tallgrassenergylp.com] Sent: Monday, May 23, 2016 1:52 PM To: Chris Gathman <cgathman@co.weld.co.us> Subject: RE: Sign off from Property Owner Chris, Please see the Consents and Amendments of the Water Disposal Agreements for both USR15-0020 and USR15-0021. BNN Western, LLC address is 370 Van Gordon St. Lakewood, CO 80228 Thanks, Cody Wagoner I Sr. Agent, Land & Right of Way I Tallgrass Energy 370 Van Gordon Street I Lakewood, CO 80228 T: 303.763.3305 I M: 970.301.2299 Cody.Wagoner@tallgrassenergylp.com Original Message From: Chris Gathman [mailto:cgathman@co.weld.co.us] Sent: Sunday, May 22, 2016 9:29 AM To: Wagoner, Cody Subject: RE: Sign off from Property Owner Dear Cody, I am preparing a staff report for the proposed change from NonCommercial to Commercial. I noticed that#10 requires written permission from the owner to assign all or a portion of the lease to another party. Do you or Whiting have something in writing from the property owner that you can send. I can see the Board of County Commissioners bringing this up on 6/1. Thanks, Chris Gathman Planner III Weld County Department of Planning Services 1555 N. 17th Avenue, Greeley CO. 80631 Ph: (970)353-6100 ext. 3537 Ph (Direct Line): (970)400-3537 Fax: (970)304-6498 Confidentiality Notice:This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise 2 protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 3 Chris Gathman From: Wagoner, Cody <cody.wagoner@tallgrassenergylp.com> Sent: Wednesday, April 13, 2016 3:23 PM To: Chris Gathman Cc: Michelle Martin Subject: Request to Modify USR 15-0020 and USR15-0021 Attachments: USR 15-0020 Wildhorse 16-13L.PDF; USR 15-0021 Horsetail 19N.PDF Follow Up Flag: Follow up Flag Status: Flagged Chris, Per our discussion on April 12, it is my understanding that BNN Western, LLC, as successor in interest to those rights and approved uses allowed under the terms of USR15-0020 and USR15-0021 unto Whiting Oil and Gas, will need to gain approval from the Weld County Board of County Commissioner's to allow for the commercial disposal of Class II Oilfield Waste at the facilities permitted within the USR permits. BNN Western, LLC would like to formally request that Weld County approve modified terms of the referenced USR permits as follows: USR15-0020 • Within the USR Resolution, please delete the words "non-commercial"anywhere they appear. • Development Standard #5: please delete the second sentence that reads as follows: "No Class II waste, other than Class II waste from wells operated by the injection well operator, is permitted for disposal." USR15-0021 • Within the USR Resolution, please delete the words "non-commercial"anywhere they appear. • Development Standard#6: please delete the second sentence that reads as follows: "No Class II waste, other than Class II waste from wells operated by the injection well operator, is permitted for disposal." It is my understanding that this email shall serve as a sufficient request to initiate processing this action. It is our desire to present this matter before the BOCC at the earliest date that we can get on the agenda and satisfy the county's public notice requirements. For reference, I have attached the previously approved Resolutions of the BOCC as it pertains to these cases. If you need any additional information from me to advance this request, please don't hesitate to contact me. Thanks, Cody Wagoner I Sr.Agent, Land & Right of Way I Tallgrass Energy 370 Van Gordon Street I Lakewood,CO 80228 T: 303.763.3305 M:970.301.2299 Cody.Wagoner@tallgrassenergylp.com TALLGRASS 1 A WHITING V November 30, 2015 RJM Land Company LLC. Thomas R. Mertens 6537 E Melrose St. Mesa, AZ 85215 RE: Request for Conditional Consent — WATER DISPOSAL AGREEMENT dated October 2, 2015 and recorded on October 13, 2015, in the real property records of Weld County, Colorado at Reception Number 4149752, as amended by that certain AMENDED AND RESTATED WATER DISPOSAL AGREEMENT dated , 2015 (collectively, the "Disposal Agreement") between RJM Land Company, LLC (collectively, the "Landowner"), and Whiting Oil and Gas Corporation, a Delaware corporation ("Whiting"). Dear Mr. Mertens: The purpose of this letter is to (i) inform you of Whiting's potential assignment (the "Assignment") of the Disposal Agreement to BNN Redtail, LLC, a Delaware limited liability company ("Assignee") with an address of 370 Van Gordon Street, Lakewood, Colorado 80228, or its designee and (ii) to request your conditional consent to the proposed Assignment. We would appreciate it if you would please sign and date this letter below to indicate your conditional consent to the potential Assignment and return it to us at the following address within 5 days: Whiting Oil and Gas Corporation 1700 Broadway, Suite 2300 Denver, CO 80290 Attn: Dusty Tucker This is a conditional consent and will be effective upon the closing of the potential transaction between Whiting and Assignee that necessitates the Assignment. If such closing has not taken place by January 31, 2016, this conditional consent will be null and void. The potential transaction between Whiting and Assignee is confidential and has not been publicly announced. As such, do not disclose to any third party the fact that Whiting and Assignee are contemplating entering into a potential transaction. Whiting Petroleum Corporation and its wholly owned subsidiary Whiting 011 and Gas Corporation 1700 Broadway,Suite 2300,Denver,Colorado 80290-2300 Office: 303.837.1661 Fax 303.861.4023 We greatly appreciate your assistance with this matter. Please let me know if you have any questions. Thank you. Sincerely, Dusty Tucker—ROW Manager Whiting Oil and Gas Corporation Acknowledged and Agreed this 3 day of bee_ 2015: R Land Company,LLC Name: Thomas R. Mertens Title: Agent AMENDED AND RESTATED WATER DISPOSAL AGREEMENT THIS Amended and Restated Water Disposal Agreement ("Agreement") is made this 3 day of t'gc• , 20 f5,by and between RJM Land Company,LLC ("Lessor")whose address is 6537 E Melrose St., Mesa AZ 85215, and Whiting Oil and Gas Corporation ("Lessee")whose address is 1700 Broadway,Suite 2300,Denver,CO 80290. This Agreement supersedes and replaces in its entirety that certain Water Disposal Agreement executed November 6, 2014, a Memorandum of which was recorded on April 21, 2015 as Document Number 4100546 in the official records of the Clerk and Recorder of Weld County, Colorado. WHEREAS Lessor is the owner of the surface to the following described property ("Subject Property")located in Weld County,Colorado: Township 10 North,Range 57 West,6th P.M. Section 19: SW/4SE/4 Water Station Site—Identified on Exhibit B WHEREAS, Lessee desires to utilize the Horsetail 19N-1924M-R well located on the Subject Property(the"Subject Well")for sub-surface disposal and injection of water and other residual hydrocarbons produced from the drilling or operation of oil and gas wells; WHEREAS, Lessee has applied for all requisite approvals from the Oil and Gas Conservation Commission of the State of Colorado for operation of the Subject Well as water disposal well; NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged and in consideration of the premises and the mutual covenants and agreements contained herein the parties agree as follows: 1. Lessor does hereby consent, grant and lease unto Lessee the Subject Property, including the permanent and irrevocable right to use and control all geological structures below the surface of the Subject Property and including a rectangular tract located on the existing pad for a water disposal station as identified on Exhibit "B" ("Water Station Site"). Lessor further grants and leases unto Lessee non-exclusive irrevocable access on the existing road on the Subject Property, all as further shown on Exhibit"C",together with the irrevocable right of ingress and egress to and over the Subject Property to the Subject Well. 2. Lessor further grants and conveys to Lessee an irrevocable easement and right-of-way on the Subject Property for the purpose of construction, installation, operation and maintenance of a new pipeline including any above ground facilities connecting to one or more existing pipelines granted by Lessor of others by which Lessee will convey and transport water,whether produced from the Subject Property or other lands to the Subject Well from the Water Station Site, which right-of-way shall be thirty feet(30') in width (15 feet on each side of the centerline)and approximately 2,626 feet in length along with a temporary construction easement thirty(30)feet in width,fifteen(15)feet on each side of the permanent easement, running parallel and adjacent to the boundary lines of the easement as more fully described in Exhibit A. The length and location of the right-of- way for pipelines shall be in accordance with Exhibit "A", which shows the location of 4166005 Pages: 1 of 7 12/17/2013 10:26 AM R Fee:$41.00 Carl, Kocces, Clerk and Recorder. Weld County, CO ��N��J�''*��dtllUtilh�FP1 h�+l�IrhFYl7ill�til�A'Y4A 11111 4166005 Pages: 2 of 7 12/17/2015 1026 Rfl R Fee:$41.00 Carly Koppes: Clerk and Recorder. Weld County. CO ■IIIPAPIPri tPW.Il1N4Nt,'dIkiMYid 11111 existing pipeline. Lessee has already paid to Lessor a onetime fee for the easement and the right to install pipelines to the Subject Well. 3. The method and manner of injection, the amount and quality of water injected in the Subject Well, as well as the source thereof, and the formation or other zone into which the water is to be injected shall be within Lessee's sole and absolute control and discretion; provided, however Lessee agrees that the surface injection pressure as measured at the outlet of Lessee's compressors on the Water Station Site shall conform to the PSI criteria approved by the state and federal agencies. For purposes of clarity, the water and other residual hydrocarbons produced from the drilling or operation of oil and gas wells that is disposed of pursuant to this Agreement in geological structures below the surface of the Subject Property,in the Subject Well or in the formation or other zone into which the water is to be injected after disposal shall permanently remain in such locations regardless if this Agreement expires or is terminated. 4. On November 6, 2014(hereafter referred to as the"Commencement Date"), Lessee has paid to Lessor full payment for all surface damages,including construction of the Water Station Site,installation of all pipelines to be installed by Lessee to the Subject Well,and for the irrevocable continued and future use of the surface of the Subject Property for operation of the Subject Well as a water disposal well (referred to hereinafter as the "Initial Payment").On or before each anniversary of the Initial Payment,Lessee shall pay Lessor dollars(Sat (referred to hereinafter as the"Annual Rental") for its continued use of the well pad as a water disposal site and all water disposal fees. Such Annual Rent shall increase on each fifth (5th) anniversary of the Commencement Date in proportion to one hundred percent(100%)of the increase in the Consumer Price Index for Denver,Colorado for all items as published by the Bureau of Labor Statistics of the United States Department of Labor (referred to hereinafter as the "Index") for the month ending on the last day of the month prior to such anniversary compared to the Index for the same date five(5)years earlier. 5. Lessee agrees to meter all water injected into the Subject Well, to pay Lessor as an Injection Fee the sum of Al per barrel for each barrel of metered water disposed of into the Well. Such payment is to be made by the 25th day of each month following the month the water was injected into the Well.On the 5th anniversary of the Commencement Date,the Injection Fee will be at the rate of$ per barrel and the minimum annual Injection Fee payment will be Dollars (a,and will remain such for the life of the well. 6. This Agreement and the rights and obligations hereunder shall be effective as of the Commencement Date, and shall continue in force for so long as Lessee continues to utilize the Subject Property for the purposes described herein. At such time as Lessee desires to abandon the Subject Well, it shall plug and abandon the well in accordance with governmental requirements and reclaim the surface of the Subject Property as required by law. At such time as Lessee desires to abandon the Subject Well,it shall plug and abandon the well in accordance with governmental requirements and reclaim the surface of the Subject Property as required by law. 7. Lessee shall have the right, up to 180 days following termination of this Agreement, to enter upon the Subject Property to remove any and all equipment or personal property of Lessee attendant to the Subject Well, or used or obtained in connection therewith. At such time that Lessee abandons the Subject Well, the Subject Property shall be restored to its former condition including roads being reclaimed and the property successfully reseeded. Additionally, Lessee shall record a release of lease in the records of Weld County thereby terminating this agreement. 8. Lessee agrees to indemnify and hold Lessor harmless from any and all claims of whatever sort of nature pertaining to its operation of the Subject Well as a water disposal well including,but not limited to,claims of environmental damage due to surface spillage or the underground excursion of contaminated fluids. 9. Lessor hereby agrees, that at the time of execution of this Agreement, Lessor has good and record title to the Subject Property in fee simple, and has full power and lawful authority to grant,bargain,sell and convey the interest and privileges granted herein,free and clear from all claims,liens,or encumbrances,if whatever kind or nature, and Lessor covenants and agrees to defend the interest granted herein against all and every person or persons claiming the whole or any part of the Subject Property. 10.This Agreement shall be binding upon and shall inure to the benefit of the respective parties, their respective heirs,personal representatives,successors and assigns;provided, however,Lessee shall have the right to assign this Agreement in whole or in part,only on obtaining the prior written consent of Lessor. 11.Lessee will use its reasonable best efforts to provide Lessor and Lessor's surface tenants with advance notice of Lessee's entry upon the Subject Property for purposes other than normal water hauling, equipment replacement or maintenance, or monitoring or inspection activities. 12.Lessor agrees to indemnify and hold Lessee harmless from all claims, demands,liability and actions asserted against Lessee by any surface tenant or occupant of the Subject Property, arising out of Lessee's operations on the Subject Property or for damages to growing crops thereon asserted by any such other occupant or surface tenant.Lessor may allocate the payments made hereunder with any surface tenant or occupant as they shall mutually determine themselves, and Lessee shall have no liability therefore. However, Lessee agrees to use the Property in a careful,safe and proper manner, and only for the use described herein. Lessee will pay on demand any damages to the tenant's property or Lessor's property caused by its misuse by Lessee, unless damages are repaired to Lessor's satisfaction within ten(10)days from notice by Lessor. 13.This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado(without regard to its choice of law principles). 14.This Agreement may be executed in any number of counterparts,each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same. 15.Lessee shall have the right(in its sole discretion)to record this Agreement in the official records of the Clerk and Recorder of Weld County, Colorado with any portion redacted. Lessor shall inform any potential new lenders, lienholders, owners, and other interest holders in the Subject Property of the terms of this Agreement(un-redacted). WHREFORE,this Agreement has been entered into as of the day and date first above written. 4266005915 10:26 Pa9Qfl R Fee'$41.00 �111Carly 41�1pp1TMIlI�M1 and l��l•YiP�I'�tl Weld ICounty, IuYil�Y4rJ �IIII RJM Land Company,LLC By: Name: Thomas R.Mertens Title: Agent STATE OF try\1,0no\ } ss. COUNTY OF Y Ct } SUBSCRIBED AND SWORN to before me by „1 q5 Q. Me.,( 2.,ns on this 3 day of l P CO M, ',20 1; . WITNESS my hand and official seal. Notary Public t My commission expires: l,t p'(0 1-Rots rLry 4I�,e,,, y Wes' sJ�� W ,d:1 *Comm.[[,,.�,,��,,��II��ICIGI/IA�IY! fry, *Com E4E Ml*I8 WHITING OIL AND G ORPORATION By: d M.Seery Vice Pres. nt—Land STATE OF COLORADO } } ss. COUNTY OF DENVER SUBSCRIBED AND SWORN to before me by David M.Seery, a duly Authorized Agent of Whiting Petroleum Corporation,on this ginday of DECEMBER ,20 FT. WITNESS my hand and official seal otary Public My commission expires: 2/t 6/Zor? (SEAL) JOHN VAN ACKEREN PUBLIC EN STATE OF COLORADO NOTARY ID 20154006899 MY COMMISSION EXPIRES FEBRUARY 18,2019 4166005 Pages: 4 of 7 12/17/2015 10:26 nm R Fee:641.00 Carly Reppee, Clerk and Recorder, Weld County, CO VIII ruPdi. 1 W ili,E1I,:M,wruiiaM}LuA it III■'ft fR■W ENTATI� +M /■ lJeo ®�L4° d A& \ . l ! ` I II ° \ / /A § g ) % r ! ;| | , WO ° | ` | ! ` I za :/ ' + . \ k ` | \CCz ) /) -- -- -- --t [i)! i i!,§ X !air § OD0 . ■ as o �0 Cow�| o 0 \ / I \ � / Z i:O14) | & $ ' 9 § � 5 \ %/ � ` § ! \ o r ! \ u f $ , § . , 7 \ _ X , ' :CE e f . L.) b:..5 t xP J— ----- - --2 � � ` = 2 7 §! : r w 0 - - - - - - —4» \ , § EXHIBIT"B" YIH177NG OIL & GAS CORP. LOCATION DRAWING FOR Prewllmq Weds HORSETAIL #19N-1924M DATE 0' SURVEYED:VD 11-21-13 SECTION 19. 110N. R57W, 6th. P.M. SURVEYED BY: DALLAS NELSEN 660' ESL 2656' FE1 DATE ORANN: 12-20-13 DRANN B'0 NK.W. • 1 ExJPtkv Vrsnce —i3 LINE TABLE UNE DIRECTION LENGTH U mum aw `n I L2 mum am' I Li caret 441 PROPOSED NORRFTAR IA mum err nit La WWI a' (HAD BS) LotdgO/6Bsr ton g 101794150' r/ J ' rocs., 3lockPAe 50C r I I II ill Wf 3Yohsee 1! ;I I I�D I �I C GOD' £xpCxp ken Offset* Fence 0Srweaaoce �`--•--�L _ � .t T 2NMq _ raerk UINTAR ENGINEERING ct LAND SURVEYING SE n.AO IArt•rew,041 earl•fecal ma-MT 4166005 Pages: 6 of 7 12/17/2015 10:26 AM R Fee:541.90 County, CO Carly Koppel. 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I.s MO 2 Ih wzow r ij V z I:0 0 to I I U Jil UJ6w . X 2Z LIJ ur00 li 02,z !'gip N p N NUziV v, o qPI $ JU z .53 C i.E W 34, g o 1i Z WL.o5 - C) 0216 ryrc I m ✓• Q CO OZNV Zo II W wH a r COQ 3618O .r I _ I b 0 X ` r- oW W M w _.. _ _, N h W 0 = b SITE SPECIFIC DEVELOPMENT PLAN AND USE BY SPECIAL REVIEW (USR) APPLICATION FOR PLANNING DEPARTMENT USE DATE RECEIVED: RECEIPT # /AMOUNT # /$ CASE # ASSIGNED: APPLICATION RECEIVED BY PLANNER ASSIGNED Parcel Number 0 2 8 3 _ 1 9 - 0 0 0 _ 0 2 0 (12 aigt number - found ornx I D nfornation, obtainable at the Weed County Assessor's Office or Nww cc.weld co u�) Legal Description SESW , Section 19 Township 10 North , Range 57West Zone District. Agricultural , Total Acreage' , Flood Plain: No , Geological Hazard: N Airport Overlay District: NIA FEE OWNER(S) OF THE PROPERTY: Name: R.1M Land Company LLC Work Phone # Home Phone # 970.370.01 " Email Address: 13217 County Road 15 Address: City/State/Zip Code Sterling/CO/80751 -9512 Name• Work Phone # Home Phone # Email Address: Address: City/State/Z p Code Name: Work Phone # Home Phone # Email Address- Address:City/State/Zip Code APPLICANT OR AUTHORIZED AGENT (See Below Authorzatron must accompany appltcations signed by Authorized Agent) Name: Whiting Oil and Gas, Kevin Pittman Work Phone # 303-876-7077 Home Phone # Email - evin.oittman@whiting.com Address: 1700 Broadway. Ste 2300 Address. City/State/Zip Code Denver, CO 80290 PROPOSED USE Water Disposal F ::Itty I (We) hereby depose and state under penalties of perjury that all statements, proposals, and/or plans submitted with or contained within the application are true and correct to the best of my (our)knowledge. Signatures of all fee owners of property must sign this application. If an Authorized Agent signs, a letter of authorization from all fee owners must be included with the application. If a corporation is the fee owner, notarized evidence must be included indicating that the signatory has to legal authority to sign for the corporation . Aereu Signature: Owner or Authorized Agent Date Signature: Owner or Authorized Agent Date 1. Explain, In detail, the proposed use of the property. Whiting Oil and Gas is proposing a produced water injection facility in the A (Agricultural) Zone District on a 312.129 acre parcel located in the South 1/2 of Section 19, Township 10 North, Range 57 West, 6th P.M., Weld County, Colorado. This facility will handle only Whiting Oil and Gas produced water and will not operate as a commercial facility. The water that is brought to this facility is from the surrounding vicinity. This water will be delivered to the location primarily by pipeline; however, the ability to truck water is also proposed. The site is accessed from an existing lease road . From the intersection of CR 116 and CR 133, a lease road is accessed going south about 1 mile, then left (east) to the disposal location. The vicinity map shows the proposed water injection facility location as it relates to county roads. This facility is anticipated to operate twenty four hours per day, seven days a week. Whiting Oil and Gas is concurrently submitting a subdivision exemption application for the land that is being leased from RIM Land Company LLC, where this facility will be constructed. The land that this disposal well sits on has already been cleared, and a well has already been drilled for micro-seismic monitoring. The facilities for this well are on the location. The facility is anticipated to be unmanned other than routine maintenance being done on the facility. The expected flow into this facility is up to 15,00O barrels per day and is expected to reach this flow very shortly after being put into service if not immediately. As stated, the majority of this volume will be piped in, eliminating the need for approximately 50 trucks daily that are currently traveling great distances on Weld county roads to commercial injection wells. 2. Explain how this proposal is consistent with the intent of the Weld County Code, Chapter 22 of the Comprehensive plan. With the development and use of the saltwater disposal well, it will provide the most efficient means of transportation. Sec 22-5-90, subsection C, states that the most efficient and environmentally friendly way to transport product is by pipeline, rather than by truck. The well will eliminate the need for approximately 50 water trucks per day, which will reduce the consumption of resources, damages to the road and road congestion, and help with the mitigation of dust. This also supports Sec 22-3-60, Transportation Goals and Policies and the goal of considering alternative modes of transportation, and reducing the overall Vehicle Miles Traveled (VMT) 3. Explain how this proposal is consistent with the intent of the Weld County Code, Chapter 23 (Zoning) and the zone district in which It is located. With the development and use of the saltwater disposal well, it will provide the most efficient means of transportation. Sec 23-1-40, Purpose and Intent, paragraph A, subsection 1, is met with the reduction of congestion on the streets and roads or reducing the waste caused by excessive amounts of road use. 4. What type of uses surround the site (explain how the proposed use is consistent and compatible with surrounding land uses). Surrounding the proposed location of the saltwater disposal well are oil production facilities to support overall production of oil and natural gas. The location of the wells were also discussed and approved by the landowner, through the use of a Surface Use Agreement. No residential homes are located near or are visible to this location. S. Describe, in detail, the following: a. Number of people who will use this site. These sites will be unmanned and the primary method of water delivery will be by pipeline. Traffic associated with this disposal well will be minimal and will include up to five visits per day by a pickup truck to do routine maintenance and inspections. The facility is being built to accommodate up to 50 water trucks daily; however, the expectation is that the facility will see an average of 10 water trucks daily under normal operating conditions. The few water trucks that will visit this site will be travelling many fewer miles on county roads than they otherwise would without this facility. b. Number of employees who will use this site. The site will be unmanned and the well will be monitored remotely. c. Hours of operation. Twenty four hours a day, seven days a week. d. Type and number of structures to be built on this site. • Up to twenty four 750 BBL tanks. • Up to 2 1,000 BBL tanks. • Up to 4 400 BBL tanks. • One Separator. • One Enclosed Pump Skid. • One Power Distribution Building. • One Truck Unloading Skid. • One Data Controls Building with remote monitoring. • One communications tower. • One disposal wellhead. e. Type and number of animals, if any, to be on this site There will be no animals housed on the site. f. Kind of vehicles (type, size, weight) that will access this site and how often. Trucks that will access the site include 18-wheeler water haul trucks with a capacity of 190 BBLs. These trucks will access the site an average of 10 times per day. In addition, 4-wheel drive pickup vehicles will access the site for maintenance and inspections, with no more than S visits per day. g. Who will provide fire protection to the site? The property falls within the New Raymer — Stoneham Fire Protection District h. Water source on the property (both domestic and irrigations). There is no existing water source (domestic or irrigation), on the property. Bottled water for human consumption will be provided during construction. i. Sewage disposal system on the property (existing and proposed). There is no existing sewage disposal system on the property. Portable toilets will be provided during construction and once the site is operating. There are no plans to permit for a sewage disposal system. If storage or warehousing g is proposed, what type of items will be stored? No storage or warehousing is proposed for this site. 6. Explain p am the proposed landscaping for the site. There are no neighbors around the site to require screening and there is no irrigation to the site to su pport landscaping; therefore, no landscaping is proposed. The native vegetation around the site will remain. 7. Explain any proposed reclamation procedures when termination of the Use by Special Review activity occurs. When termination of the facility occurs, the facilities t es will be removed and the land will be returned to its native state including its natural terrain as well as reseeded with native vegetation. 8. Explain how the storm water drainage will be handled on the site. The natural terrain and drainage of this site slopes from northwest to the southeast, with a slope range of 0-6%. The location being applied for an USR is 4.887 acres on an approximately 312. 129 acre parcel. Whiting Oil and Gas has included in the application a professional engineered stamped conceptual drainage report to support the USR process. A water quality feature has also been added to the plats. 9. Explain how long it will take to construct this site and when construction and landscaping is scheduled to begin. Whiting Oil and Gas anticipates that it will take three months to construct the site. No landscaping is proposed for the site. The native vegetation around the site will remain. 10. Explain where storage and/or stockpiles of wastes that will occur on this site. There will be no storage and/or stockpiles of wastes on this site. 11. Please list all proposed on-site and off-site improvements associated with the use (example: landscaping, fencing, drainage, turn lanes, etc.) and a timeline of when you will have each one of the improvements completed. There will be no improvements to the landscaping. Surrounding the proposed well are other wells, which have already been permitted. A fence will be constructed around the well on Horsetail 19 N pad. This improvement will be completed during the anticipated three month construction period. The natural terrain of this site slopes from northwest to the southeast, with a slope range of 0-6%. The location being applied for an USR is 4.887 acres on an approximately 312. 129 acre parcel. Whiting Oil and Gas has included in the application a professional engineered stamped conceptual drainage report to support the USR process. A water quality feature has also been added to the plats. Drainage Report The location being applied for an USR is 4.887 acres on an approximately 312 . 129 acre parcel. Whiting Oil and Gas has included in this application a professional engineered stamped conceptual drainage report. Please refer to the attached Conceptual Drainage Report for Horsetail 19N-1924M Pad, dated January 28, 2015, for specific drainage details. Traffic Narrative Trucks that will access the site include 18-wheeler water haul trucks with a capacity of 190 barrels. These trucks will access the site an average of 10 times per day. In addition, 4-wheel drive pickup vehicles will access the site for maintenance and inspections, with no more than 5 visits per day. As this site will be operational 24 hours a day and is generally an unmanned facility, there are no peak traffic hours when more water hauling vehicles would be expected to access or use the site. The pickup truck visits, approximately 5 per day, will generally be during normal business hours between 6 AM and 4 PM. All vehicles are expected to access this site via a lease road that begins at the intersection of CR 116 and CR 133 (Access Permit U AP11-00363). During operation the of this facility, most of the traffic, approximately 75%, is expected to access the site from CR 133 to the south, and the remainder is expected to access the site from CR 116 to the east. Whiting Oil and Gas will agree to improvement triggers as required by Weld County of: - 200 vpd or significant dust as identified by County-Mag-Chloride dust abatement - 300 vpd alternative pavement - 400 vpd pavement - 10 vph during peak hour turning left into the facility-left deceleration lane - 25 vph during peak hour turning right into the facility-right deceleration lane - 50 vph during peak hour turning right out of the facility-right accelerat on lane Waste Handling Plan The location will be unmanned, so there will be no trash service at this saltwater disposal well location during operation. Employees and contract truck drivers will be responsible for taking any trash generated onsite to a location with waste handling capabilities. During construction, a trash dumpster will be provided on-site. Whiting Oil and Gas preferred trash service is Wolf Waste Removal. The only wastes to be handled on this site are water and trace amounts of oil. The water will be disposed of In the infection well. The oil will be separated from the water and held in four onsite oil tanks. This oil will be removed from the site via truck initially, with the possibility of adding a pipeline to move the oil off the site at a later date. Whiting Oil and Gas has multiple oil trucking companies on contract in the area and will likely utilize multiple companies to truck the oil. Scale inhibitor is the only chemical planned to be stored onsite. Whiting Oil and Gas would keep no more than 500 gallons onsite at any given time. These chemicals would be stored in a tank and would either be located in a building with a sump or be contained within a secondary containment of corrugated steel with a liner. The location will depend on where they will be most effective. The purpose of these chemicals is to treat the water to extend equipment life. The chemicals will not need to be disposed of offsite as they will be added to the water in trace amounts to perform their function. Tank bottoms will be cleaned as needed, which Whiting Oil and Gas anticipates to be approximately once per year. They will be cleaned by draining the tanks, injecting hot water into the tanks to mix up the solids and re-draining the tanks. Waste Management is the company Whiting Oil and Gas anticipates using for removal/disposal. Closure Plan Once this well is no longer in operation, the proper steps will be taken to return this site to its native state. This will include plugging and abandoning the well according to current regulations, removing all equipment to approved locations, bringing the land back to its original slope, and planting native grasses to re-vegetate the location. Horsetail 19 N Water Injection Facility Dust Abatement Plan • During construction, a water truck will be utilized to control dust. • The access road and facility pad will consist of gravel road base. Since traffic to the site will be sparse and at various times of day, dust will primarily be controlled by limiting speed of vehicles on the site. If for any reason the traffic to the s to is expected to be heavier than normal, water trucks will be utilized to control dust. Air Pollutant Emission Notice A copy of the Air Pollutant Emission Notice (APEN) that is submitted to the Colorado Department of Public Health and Environment (CDPHE) will be sent to the Weld County Department of Public Health and Environment when it becomes available This site is an APEN reportable site but will not reach any APEN permitting thresholds. A copy of the APEN report will be provided when it become available. Ground Water Monitoring Plan To ensure the integrity of groundwater, Whiting Oil and Gas will construct a SWD well with numerous barriers of protection : Whiting will run a string of 9-5/8" steel casing to approximately 1600' and cement the casing to surface; In addition, Whiting will run a string of 7" casing to approximately 8300' (the total depth of the well) and will cement the casing to surface; Finally, Whiting will run a string of 3- 1/2" internally coated injection tubing inside of the 7" casing with a packer, which is a device that provides and additional pressure seal inside the wellbore. A Cement Bond Log (CBL) will be run to evaluate and ensure the cement behind the casing is capable of providing a pressure and mechanical barrier — engineers and regulators at the COGCC will verify the cement quality is adequate. Whiting's proposed disposal zones are between 7000' and 8200', which is even deeper than the Niobrara formation, from which oil and gas are currently being extracted. The three (3) strings of steel tubulars, in conjunction with 2 layers of cement, will ensure protection of groundwater from the water being injected into the deeper formations. An initial pressure test will be performed on the casing, tubing and packer per the Colorado Oil and Gas Conservation Commission (COGCCC) regulations to ensure the wellbore is competent (otherwise known as a Mechanical Integrity Test, or MIT), and will be witnessed by a COGCC official. By law, Whiting will comply with a maximum injection pressure and maximum injection rate, also set and regulated by the COGCC. Monthly injection pressure and rate records will be kept and submitted to the COGCC. Daily monitoring will be performed to ensure the wellhead and all surface equipment is functioning properly. Automation equipment will be installed for an added safety feature to shut-down operations if any major component should malfunction. Finally, Whiting will perform Mechanical Integrity Tests every five (5) years to prove wellbore integrity, to be witnessed by a COGCC official. If at any time wellbore integrity is in quest on, Whiting will cease injection operations and restore integrity to the wellbore. G0 Weld County Public Works Dept. - 1111 H Street ACCESS PERMIT or P.O. Box 758 AgarZ� Greeley, Co 80632 APPLICATION FORM Phone: (970)304-6496 Far (970)304-6497 Aodint Propefy Owner (if different than Applicant) Name Kevin Pittman Name RJM Land Company LLC Company Whiting Oil and Gas Corporation Address 13217 County Road 15 Address 1700 Broadway STE 2300 C ty Sterling State CO Zip 80751 City Denver State CO Zip 80290 Phone 970-370-0153 Business Phone 303-876-7077 Fax Fax 303-390-1630 E-mail E-mail kevin .pittman@whiting.com ♦ = Existing Access A= Proposed Access Parcel Location & Sketch r, The access is on WCR Nearest Intersection: WCR 116 & WCR 133 11 ‘ wt tIc Distance from Intersecton 2.5 Miles Parcel Number 028319000020 Section/Township/Range 19/Razor/R 57W T 10N is there an existing access to the property O YES NO O N � Number of Existing Accesses 1 A911 - 0 03 6 3 Road Surface TyPQ& Construction Information ` Asphalt 1L Gravel Treated 0 Other WCR Culvert Size & Type Materials used to construct Access eoa 61 d q fa. Construction Start Date Eskrr 'ili Finish Date proposed U s e QTemporary (Track ng Pad Required)/ $75 ❑Single Residentlal/$75 ❑ Industrial/$150 []Small Commercial or Oil & Gas/$75 []Large Cornmerciaf/$150 DSubdiv sloe/$150 ❑Field (Agriculture Only)/Exempt Is this access associated with a Planning Process? LINo ❑USR EIRE []PUo ❑Other Reauird Attached Documents - Traffic Control Plan -Certificate of Insurance - Access Pictures (From the Left, Right, & into the access) By accepting this permit, the unders r,ned Applicant, under penalty of perjury, verifies that they have received all pages of the permit application; they have read and understand all o• the permit requirements and p, ov' .ions set forth on all page; that they have the authority to . ign for and bind the Applicant, If the Applicant k a corporation or other entity; and that by virtue of their signature the Applicant is bound by and agrees to comply with all sad permit requirements and provisions, all Weld County ordinances, and state laws regardingfacill!iei construction. Signature neetyra. / 0 Printed Name & ✓in Mint et et Date /— /11 - 9A.- Approval or Denial will be issued in minimum of 5 days. Approved by Revised Dale 6/29/10 from: �p�0 To: Malait = SuDdoct: Ponds', 19N SWD USR Application Oat.: Fiday r.Wua,y 11. 1015: 30 51 PM Attachments: soctatars2tm USR Amok-aton oar matall9h SWD cuodmuon Exemnenn Alvlaapv (pseID.r Dtavuot Retort for Horsetail 29*?•19_'w raa a ,ascTA419rt•19.W1 REY 1-30.150 HI Chris. Please find attached the USR and subdivision exemption applications for the Horsetail 19f9 SWD well for Whiting Oil and Gas. I attached the drainage report and plats separately for ease of use In addition, I have attached pictures of the access point to supplement the access permit application Thank you and have a nice weekend. Kevin Pittman • • • • • i • • • Iiiiiiitia . I% eiv • yy H r• ,.' , • IfilikI • :....4 .1 .1 de.11••• r lii.4.I • • • S i 1. . • I, .. ' •31.... • -- yaml* 1 - . . 1111.11 . are 4 I'm 0 044 r . 4 ifris... .„.... dialle ..- ,. ,„„„, , Aa. , .., . , ,, r -- - It " ..-- . -7:• _,_ rat ft41 ea r •444 - ilea . r wife` fl �_ f- - •• - lip: i P.° . - f libili:ell r :'11,..: . �• -�ri. ,� ,t) '• � .�. '' 1. ilk -01 {r SCAM. ,,.. . '-�, ;� -%'7�I ` _.rte, _ -. .,,, � �_ ti`"�ai� • • . t . imp 4, 4,....s. „_,_, _ _ 10 _ , ._. .., 416. . .17-1‘ .3/44%:...... • .• . } t` • • •y t' , � ;tom_ • ,?.,may} k}.r _+ r,' �. 504.... .` ore • Kevin Pittman 'Muting Petroleum Corpaenon a.dds wholly 0•.,r/teimean Whiting ON end Gat Carpondon : '90 Broarway ,Wre 2300 Denver. ._O 3i:% Dtr+t•t i3C'31 3"e '- ' ket,mairn S ww wtll 1r!Q C&D .. ...• Weld County Treasurer Statement of Taxes Due �auu: a Nu n! r •03,1M"a .r :1I 02K 3 9000020 Lcgal Dcscnpt.on Sans Addres. I _2 '9 V LSi ( I,% x \V2Nw4SIC =u 10 '7 ' SF: I ,Si Account: R0336494 RJM LAND COMPANY LLC 13217 COUNTY ROAD I S STIRLING. CO 80751 -9512 Year Charges Billed Payments Balance _uf3 f.:� S 132.34 5132.44 50.00 Grand Total Due as of 10'03/2014 SO.00 Tax Hulled at 2013 Rates for Tax Vt." 2406 - Authority M;11 Levy Amount Values Actual Assessed WI LI) COUN 11' It $O.M000' 5-13.86 A(,-GRAZING LAND 59.017 52.610 SC it )L. 191ST RE I IJ 2' 78.40000 S56 X6 Total $').017 52.610 ItAi'l1/411iR-S1ONL!iAM1I11(1 ' 5XSO0k 5675 AIVS JUNIOR COI LEG' 1, 1020000 51645 ! 11(,11 "L:\!Nh I.'L31tAR1 3 2040000 S8 •`2 Inver I}d.rd OI ; c0 742t,000 5132 44 • Oct] ' I in , ALL TAX LIEN SALE AMOUNTS ARE SUBJECT TO CHANGE DUE TO ENDORSEMENT OF CURRENT TAXES BY THE LIENHOLDER OR TO ADVERTISING AND DISTRAINT WARRANT FEES CHANGES MAY OCCUR AND THE TREASURER'S OFFICE WILL NEED TO BE CON `ACTED PRIOR TO REMITTANCE AFTE R THE FOLLOW'NG DATE .. PERSONAL PROPERTY AND MOBILE HOMES - AUGUST 1 REAL PROPERTY - AUGUST 1 TAX LIEN SALE REDEMPTION AMOUNTS MUST BE PAID BY CASH OR CASHIERS CHECK WELD COUNTY TREASURER Pursuant to the Weld County Subdivision Ordinance, the attached Statement(s) of Taxes Due, issued by the Weld County Treasurer, are evidence that, as of this date, all property taxes, special assessments and prior tax liens currently due and payable connected with the parcel(s) Identified therein have been paid in full. Signed ed / Date /13 /9" _ WATER DISPOSAL AGREEMENT THIS AGREEMENT ("Agreement") is made this (o day of kler0 , 20,1Y, by and between RIM Land Company, LLC ("Lessor") whose address is 13217 County Road 15, Sterling, CO 80751, and Whiting Oil and Gas Corporation ("Whiting") whose address is 1700 Broadway, Suite 2300, Denver, CO 80290. WHEREAS Lessor is the owner of the surface to the following described property ("Subject Property') located in Weld County, Colorado: Township 1QI`l4Tth. Range 57 West. 6th P,M. Section 19: SW/4SE/4 Water Station Site — Identified on Exhibit B WHEREAS, Whiting desires to utilize the Horsetail 19N-1924M-R well located on the Subject Property (the "Subject Well") for sub-surface disposal and injection of water and other residual hydrocarbons produced from the drilling or operation of oil and gas wells operated by Whiting; and WHEREAS, Whiting has applied for all requisite approvals from the Oil and Gas Conservation Commission of the State of Colorado for operation of the Subject Well as water disposal well; NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged and in consideration of the premises and the mutual covenants and agreements contained herein the parties agree as follows: 1 . Lessor does hereby consent, grant and lease unto Whiting the Subject Property, including the right to use and control all geological structures below the surface of the Subject Property and including a rectangular tract located on the existing pad for a water disposal station as identified on Exhibit "B" ("Water Station Site"). Lessor further grants and leases unto Whiting access on the existing road on the Subject Property, all as further shown on Exhibit "C", together with the right of ingress and egress to and over the Subject Property to the Subject Well. 2. Ingor further grants and conveys to Whiting an easement and nght-of-way on the Subject Property for the purpose of construction, installation, operation and maintenance of a new pipeline including any above ground facilities connecting to an existing pipeline granted by lessor by which Whiting will convey and transport water, whether produced from the Subject Property or other lands leased by Whiting, to the Subject Well from the water Station Site, which right-of-way shall be thirty feet (30') in width (15 feet on each side of the centerline) and approximately 2,626 feet in length along with a temporary construction easement thirty (30) feet in width, fifteen (15) feet on each side of the permanent easement, running parallel and adjacent to the boundary lines of the easement as more fully described in Exhibit A The length and location of the right-of-way for pipelines shall be in accordance with Exhibit "A". 3. The method and manna of injection, the amount and quality of water injected in the Subject Well, as well as the source thereof, and the formation or other zone into which the water is to be injected shall be within Whiting's sole and absolute control and discretion; provided, however (1 ) Whiting agrees to limit liquids injected to produced water and associated residual hydrocarbons generated from the drilling or operation of oil or gas wells operated by Whiting; and (2) Whiting further agrees that the surface injection pressure as measured at the outlet of Whiting's compressors on the Water Station Site shall conform to the PSI criteria approved by the state and federal agencies. 4. If Whiting determines that the Well is suitable for use as a water disposal well and elects to use the Well for such use, or upon Whiting receiving final approval of its Application before the Oil and as Conservation Commission, whichever is the later (hereafter referred to as the "Commencement Date"), Whiting shall pay Lessor fifteen thousand dollars f S 15.4041 as full payment for all surface damages, including construction of the Water Station Site, and for the continual and future use of the surface of the Subject Property for operation of the Subject Well as a water disposal Whiting Oil and Gas Corporation Water Disposal Agreement Page 2 site as well as all water disposal fees, which payment shall be made commencing no later than sixty (60) days following initial disposal of water in the Subject Well (initial payment date). Whiting shall also pay a onetime fee of six dollars ($6.00) per foot for the easement to install pipelines to the subject well. On or before each anniversary of the initial payment, Whiting shall pay Lessor fifteen thousand dollars (S15,000) for its continued use of the wellpad as a water disposal site and all water disposal fees. Such Annual Rent shall increase on each fifth (5`') anniversary of the Commencement Date in proportion to one hundred percent (100%) of the increase in the Consumer Price Index for Denver, Colorado for all items as published by the Bureau of Labor Statistics of the united States Department of Labor for the month ending on the last day of the month prior to such anniversary compared to the Index for the same date five (5) years earlier. 5. Whiting agrees to pay Lessor as an Injection Fee the sum of S0.05 per barrel for each barrel of metered water disposed of into the Well. Such payment is to be made within 60 days of the month the water was injected into the Well. On the 5th anniversary of the Commencement Date, the Injection Fee will be at the rate of$0.075 per barrel and the minimum annual Injection Fee payment will be Fifteen Thousand Dollars (S15,000.00), and will amain such for the life of the well. 6. This Agreement and the rights and obligations hereunder shall be effective as of the above date or on such date that Whiting receiving its approval from the Oil and Gas Conservation Commission, whichever is the later, and shall continue for so long as Whiting continues to utilize the Subject Property for the purpose of a water disposal site. At such time as Whiting desires to abandon the Subject Well, it shall plug and abandon the well in accordance with governmental requirements and reclaim the surface of the Subject Property as required by law. 7. Whiting shall have the right, up to 180 days following termination of this Agreement, to enter upon the Subject Property to remove any and all equipment or personal property of Whiting attendant to the Subject Well, or used or obtained in connection therewith. At such time that Whiting abandons the Subject Well, the Subject Property shall be restored to its funnier condition including roads being reclaimed and the property successfully re-seeded. Additionally, Whiting shall record a release of lease in the records of Weld County thereby terminating this agreement. 8. Whiting agrees to indemnify and hold Lessor harmless from any and all claims of whatever sort or nature pertaining to its operation of the Subject Well as a drilling water disposal well including, but not limited to, claims of environmental damage due to surface spillage or the underground excursion of contaminated fluids. 9. Lessor hereby agrees, that at the time of the execution of this Agreement, Lessor has good and record title to the Subject Property in fee simple, and has full power and lawful authority to grant, bargain, sell and convey the interests and privileges granted herein, free and clear from all claims, liens, or encumbrances, of whatever kind or nature, and Lessor covenants and agrees to defend the interests granted herein against all and every person or persons claiming the whole or any part of the Subject Property. 10. This Agreement shall be binding upon and shall inure to the benefit of the respective parties, their respective heirs, personal representatives, successors and assigns; provided, however, Whiting shall have the right to assign this Agreement in whole or in part, only on obtaining the prior written consent of Lessor. 1 1 . Whiting will use its reasonable best efforts to provide Lessor and Lessor's surface tenants with advance notice of Whiting's entry upon the Subject Property for purposes other than normal water hauling, equipment replacement or maintenance, or monitoring or inspection activities. 12. Lessor agrees to indemnify and hold Whiting harmless from all claims, demands, liability and actions asserted against Whiting by any surface tenant or occupant of the Whiting Oil and Gas Corporation Water Di)posal Agrcttnrnt Page 3 Subject Property, arising out of Whiting's operations on the Subject Property or for damages to growing crops thereon asserted by any such other occupant or surface tenant. Lessor may allocate the payments made hereunder with any surface tenant or occupant as they shall mutually determine themselves, and Whiting shall have no liability therefore. However, Whiting agrees to use the Property in a careful, safe, and proper manner, and only for the use described herein. Whetting wil pay on demand any damages to the tenant's Property or Lessor's property caused by its misuse, unless damages are repaired to Lessor's satisfaction, within ten (10) days from notice by Lessor. 13. Th:s Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado (without regard to its choice of law pnnciples). 14. This Agreement may be executed in any number of counterparts, each of which sh IL be deemed an original and all o which, when taken together, shall constitute one and the same. WHEREFORE, this Agreement has been entered into as of the day and date first aboxe written. WHITING OIL AND GAS1CARPORATION It — By: vid M. S ice Pr - Land RIM Land Company, LLC BT Yv t Name. IQs is )lOtrl t S Title cf" Whiting Oil and Gas Corporation W+ta Disposal Agreement Page 4 STATE OF COLORADO ) ) "; COUNTY OF DENVER ) SUBSCRIBED AND SWORN to before me by David M Seery, Vice President - Land for Whiting Petroleum Corporation, on tU day of nit Li 20.d. WI•FNF SS my hand and official seal. 4/Ave -- Ii My commission expires: [SEAL] Ja► "uR J:ttpTAR Y PURL\° f STATE OF ) ) ss: COUNTY OF ) SUBSCRIBED ANT) SWORN to before me by oa this day of _ 20_. WITNF SS my hand and official seal. Notary Public My c:ommiss.on cxpr• ' [SEAL] EXHIBIT "A" SECTION 19, UTILITY CORRIDOR - SE GATHERING PRODUCED WATER T10N, R57W OF THE 6TH P.M., COUNTY OF WELD, STATE OF COLORADO I 1 I I ! I „1 ` It tc C RSON PION aria Y r•w 1 : __� ' Ti ON t - ,,._. i i ; 19 , , ......................, t- R57W , �t wrla�anp tali:f• ; dxctitrer m Visa rani 1 i r�alta7�o1 .,b �iatv n. "t - n 1� ; uru►v CONSD0R-MOON MOO CO • son I LOWS r rwoo Ste �etr I +tent " WT_•trtoriorss 'Sr covensammewnwt WIa&. 1 »as i 1MC= 1 i . .. Dna fi ' lr i \ i I _._._.._.._. .._.__.._.._.._.. .___.._.._.._..T_..___.._.._.._.._.._.._.._.._.._..-..-.--.._.._.._.._ .-- I 'inn 2ar2 sE GAM MOO NM7 Faun a alai SWIM w,.Si ROUTE ar • as o.• co am i . SOLUTIONS 7A.tnnlflau3 I . .a Whiting Oil and Gas Corporation Watt Disposal Agreement Page 5 EXHIBIT B" - THIT NG OIL & GAS CORP, L r:AT1GN DRAWNG FOR h`"°v"° ewe, HOW.CTAL #14N—192444—R Dealt Wav[TED t-27 '3 r SEC now t a now ow R• *, 6th. P � Wont* r D•WAS r sa v 660 FS.. 2556 FEL D, sW 12-- 20-13 :Ranier 1l, N OR rr I \\1/44sioset LINE TABLE u C t»cr d•ri.D•CtN I I ( . 1a I!('-.1.1 W II f u «r na � V +n / - I !440 AJ. ter ftUMW' i j tap yeti714/1O' I c1xlWc l•4 . _____ ... I I !'seeve i ..— II J' III i,` I `I } Li 1 r \ }1 , 1 II li I II II i It II k1 ! I II fitiith: — aj—T _ , i A,-- roce Ulnae £JcnvstltlflC I (SD 5t•AflTTC r S S - • risk SS awn • ,.q r►-qr EXHIBIT "C" SW 1/4 SECTION 19, 30' WIDE ACCESS EXHIBIT T1ON, R57W OF THE 6TH P.M., COUNTY OF WELD, STATE OF COLORADO I t ' T1 ON n M 19 .,OPERI,► R57W A Jo ►001 Ma PICT a LOWED LOED O1 1/! a1M MSC O a nom I 10. rOle 10 elk MOW $l MI nit 0101 P.11.. WS a KIM MCI or =MOO, ITC CDTMILIC a IMP JO FOOT MCI Om or ��000mot�t I IlwaaaT maim so rota i KGT�OrI rA IOM Ia I COTECTOPO A M IMMOMIST COMM Of WO CS 11. A r01 c at tO . OMSt CAP WIN t1[ awlt* COOP COWS TO WO WON N M4 SOL. .10. Kr TO IOM%ti Imam St IrT, A rOIAO IS I I M w 1fo Qtss n o, Irarut sin or KS), A TO I« f lam TM: a( atlt .Z. Al M0 lot TOM in a em IWa( 1s. A MUM= a I ' T 23721• CM 10 Mt rONT a Walag r. Sc FONT LOWED w It �,�.. I„ ,w • COM IE a All a GSM. A0CM - t MALL no r In. I MD rtt c one% A10O M rpt a COrll IMO /hall FOC. A Mama • a Uta cur, to All aOlt /ap a em CCM OOA • I nem MKo.•K't cD1AKaO Ate silo cwOaa. A scum at I1..2O M. TOsit PONT aDOMLOWIDwr1t0uKaAOCItNOlalla DS 1entra 1K. 11! slat IA s or -- ow to a usco Lto as p zap. ms I YOIIR.RO 10 rrWlCr fa O[fl 1I[: OdAl7Rucnd+[Ar I/MIA J I P I i ` I - 4J•Y ' I I / 4 . PO(; cons I lava ' ° I .lMier+• ... jr ^INrO111O'> A.G rISigni I ' Moir NOS Ine oaf is CO•OIIIWr A InC IRAU*• *1 AI A MOMMI AlIo IMO cam• DEFT i Of I Esrc Fn.,WIpCl3i E]i�fSanalik low assAt. IllSC v sor R�l6C11bN 11FMi7 slrat►slir ,,,m - wt►ams.COEMI EXFIIT C 3OluTtoNs *err11 s= .. 1••Oae MOM • WSW • wwawl - S NOTICE The Board of County Commissioners of Weld County. Colorado, on June 1 , 2016, conditionally approved a Site Specific Development Plan and Use by Special Review Permit, USR15-0021 . for the property and purpose described below. Conditional approval of this plan creates a vested property right pursuant to Article 68 of Title 24 . C . R. S . , for a period of three years . DOCKET #: 2016-52 APPLICANT: RJM Land Company, 13217 CR 15 , Sterling . CO 80751 -9512 c/o BNN Western , LLC , 370 Van Gordon Street. Lakewood , CO 80228 LEGAL DESCRIPTION : All of Section 19 and the W1 /2 NW1 /4 of Section 20, Township 10 North , Range 57 West of the 6th P . M . , Weld County. Colorado West of the 6th P. M . , Weld County, Colorado TYPE AND INTENSITY OF APPROVED USE : For Mineral Resource Development Facilities, Oil and Gas Support and Service (Modification from Non-Commercial to Commercial Class II Oilfield Waste Disposal Facility - Saltwater Injection Facility) in the A (Agricultural) Zone District SIZE OF PARCEL : 4. 887 acres . more or less Failure to abide by the terms and conditions of approval will result in a forfeiture of the vested property right. BOARD OF COUNTY COMMISSIONERS WELD COUNTY . COLORADO DATED : June 15 , 2016 PUBLISHED : June 20 , 2016 . in the Greeley Tribune A • ♦ Affidavit of Publication STATE OF COLORADO ss. County of Weld, I Kelly Ash of said County of Weld, being duly sworn, say that I am an advertising clerk of THE GREELEY TRIBUNE, that the same is a daily newspaper of general circulation and printed and published in the City of Greeley, in said county and state; that the notice or advertisement, of which the annexed is a true copy, has been published in said daily newspaper for consecutive (days): that the notice was published in _ the regular and entire issue of every number of said newspaper during the period and time of publication of said notice, and in the newspaper proper and not in a supplement thereof; that the first publication of said notice was contained in the NOTICE Twentieth day of June A.D. 2016 and the last The Board of County Commissioners of Weld County, Colorado, publication thereof: in the issue of said newspaper on June 1, 2016, conditionally approved a Site Specific Devel- bearing the date of the opment Plan and Use by Special Review Permit, USR15-0021, for the property and purpose described below. Conditional ap- Twentieth day of June A.D. 2016 that said The proval of this plan creates a vested property right pursuant to Ar- ticle 68 of Title 24, C.R.S., for a period of three years. Greeley Tribune has been published continuously DOCKET#: 2016-52 APPLICANT: and uninterruptedly during the period of at least six RJM Land Company, 13217 CR 15. Sterling, CO 80751-9512 c/o BNN Western, LLC, 370 Van Gordon Street. Lakewood, CO months next prior to the first issue thereof 80228 LEGAL DESCRIPTION: All of Section 19 and the W1/2 NW1/4 contained said notice or advertisement above of Section 20, TnColp 1r 0 North, of the t West of the 6th referred that said newspaper has been admitted P.M.. Weld County. Colorado West of the 6th P.M.. Weld Coun- to; ty. Colorado TYPE AND INTENSITY OF APPROVED USE: For Mineral Re- to the United States mails as second-class matter source Development Facilities, Oil and Gas Support and Service under the provisions of the Act of March 3,1879, or (Modification from Non-Commercial to Commercial Class II Oil- field field Waste Disposal Facility - Saltwater Injection Facility) in the any amendments thereof; and that said newspaper A (Agricultural) Zone District SIZE OF PARCEL: 4.887 acres, more or less is a daily newspaper duly qualified for publishing Failure to abide by the terms and conditions of approval will re- sult in a forfeiture of the vested property right. legal notices and advertisements within the BOARD OF COUNTY COMMISSIONERS meaning of the laws of the State of Colorado. WELD COUNTY, COLORADO • DATED: June 15, 2016 the Tribune June 20, 2016 June 20, 2016m.l ,. _. IS Total harges: $10.36 Atzer 20th day of une 2016 My Commission Expires 2/14/2019 Notary Public JERILYN L. MARTINEZ NOTARY PUBLIC STATE OF COLORADO y NOTARY ID 20074006708 MY COMMISSION EX";pa5 FEBRUARY 14, 2019 NOTICE Pursuant to the zoning laws of the State of Colorado and the Weld County Code, a public hearing will be held in the Chambers of the Board of County Commissioners of Weld County, Colorado, Weld County Administration Building, 1150 O Street, Assembly Room, Greeley, Colorado 80631, at the time specified. If a court reporter is desired, please advise the Clerk to the Board, in writing, at least five days prior to the hearing. The cost of engaging a court reporter shall be borne by the requesting party. In accordance with the Americans with Disabilities Act, if special accommodations are required in order for you to participate in this hearing, please contact the Clerk to the Board's Office at (970) 400-4226, prior to the day of the hearing. The complete case file may be examined in the office of the Clerk to the Board of County Commissioners, Weld County Administration Building, 1150 O Street, Greeley, Colorado 80631. E-Mail messages sent to an individual Commissioner may not be included in the case file. To ensure inclusion of your E-Mail correspondence into the case file, please send a copy to egesick@co.weld.co.us. DOCKET#: 2016-52 DATE: June 1, 2016 TIME: 10:00 a.m. APPLICANT: RJM Land Company, 13217 CR 15, Sterling, CO 80751-9512 do Whiting Oil and Gas, 1700 Broadway, Suite 2300, Denver, CO 80290 REQUEST: A Site Specific Development Plan and Special Review Permit, USR15-0021, for Mineral Resource Development Facilities, Oil and Gas Support and Service (Modification from Non-Commercial to Commercial Class II Oilfield Waste Disposal Facility - Saltwater Injection Facility) in the A (Agricultural) Zone District LEGAL DESCRIPTION: All of Section 19 and the W1/2 NW1/4 of Section 20, Township 10 North, Range 57 West of the 6th P.M., Weld County, Colorado LOCATION: East of and adjacent to CR 133 and immediately southeast of the intersection of CR 116 and CR 133 (See Legal Description for precise location.) BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO DATED: May 13, 2016 PUBLISHED: May 18, 2016, in the Greeley Tribune • A • � ,► Affidavit of Publication STATE OF COLORADO ss. County of Weld, I Kelly Ash of said County of Weld, being duly sworn, say that I am an advertising clerk of THE GREELEY TRIBUNE, that the same is a daily newspaper of general circulation and printed and published in the City of N OTICE Greeley, in said county and state; that the notice or Pursuant to the zoning laws of the State of Colorado and the advertisement, of which the annexed is a true copy, Weld County Code, a public hearing will be held in the Cham- bers of the Board of County Commissioners of Weld County, has been published in said daily newspaper for Colorado, Weld County Administration Building, 1150 O Street, Assembly Room, Greeley, Colorado 80631. at the time specified. consecutive (days): that the notice was published in If a court reporter is desired, please advise the Clerk to the Board, in writing, at least five days prior to the hearing. The cost the regular and entire issue of every number of said of engaging a court reporter shall be borne by the requesting party. In accordance with the Americans with Disabilities Act, if newspaper during the period and time of special accommodations are required in order for you to partici- pate in this hearing, please contact the Clerk to the Board's Of- publication lice at (970) 400-4226, prior to the day of the hearing. and not in a supplement thereof; that the The complete case file may be examined in the office of the proper P pP Clerk to the Board of County Commissioners, Weld County Ad- ministrationpublication Building, 1150 O Street, Greeley, Colorado 80631. E-Mail messages sent to an individual Commissioner may not be Eighteenth day of May A.D. 2016 and the last included in the case file. To ensure inclusion of your E-Mail cor- respondence into the case file, please send a copy to publication thereof: in the issue of said newspaper egesick@co.weld.co.us. bearing the date of the DOCKET q: 2016-52 DATE: June 1, 2016 Eighteenth day of May A.D. 2016 that said The TIME: 1o:ooa.m. Greeley Tribune has been published continuously APPLICANT: RJM Land Company, 13217 CR 15, Sterling, CO 80751-9512 r and uninterruptedly during the period of at least six do Whiting Oil and Gas, 1700 Broadway. Suite 2300, Denver, months next prior to the first issue thereof CO 80290 REQUEST: A Site Specific Development Plan and Special Re- contained said notice or advertisement above view Permit, USR15 0021, for Mineral Resource Development Facilities, Oil and Gas Support and Service (Modification from referred to; that said newspaper has been admitted Non-Commercial to Commercial Class II Oilfield Waste Disposal to the United States mails as second-class matter Facility - Saltwater Injection Facility) in the A (Agricultural) Zone District under the provisions of the Act of March 3,1879, or LEGAL DESCRIPTION: All of Section 19 and the W1/2 NW1/4 any amendments thereof; and that said newspaper of Section g0, Township 10 North, Range 57 West of the 6th P.M., Weld County, Colorado is a daily newspaper duly qualified for publishing LOCATION: East of and adjacent to CR 133 and immediately legal notices and advertisements within the southeast of the intersection of CR 116 and CR 133 (See Legal g Description for precise location.) meaning of the laws of the State of Colorado. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO May 18, 2016 DATED: May 13, 2016 rye Tribune • May 18, 2016 Total Charges: $ 16.50 4jrri-je G4L- 18th day of May 2016 My Commission Expires 2/14/2019 Notary Public JERILYN L. MARTINEZ NOTARY PUBLIC STATE OF COLORADO NOTARY MY COMMISSION EXPIRES FEBRUARY 14, 2019 SURROUNDING PROPERTY OWNERS USR15-0021 NAME ADDRESS1 CITY STATE ZIP Victor and Donald Stanley 10631 New Cut Off Road Bon Aqua TN 37025-3128 Two Mile Ranch 60773 Highway 71 Stoneham CO 80754-9300 Bernard and Daniel Stanley 9552 US Highway 26 Bridgeport NE 69336-2581 RJM Land Company LLC 13217 CR 15 Sterling CO 80751-9512 USA 2850 Youngfield St Lakewood CO 80215-7210 Timbro Ranch & Cattle CO LLC PO Box 1826 Sterling CO 80751-7826 Carolyn and Roberta Stanley 2371 Ivy Street Denver CO 80207-3410 Gwendolyn and James Stanley 2902 41st Avenue Greeley CO 80634-9575 Marvin Stanley and Mildred Fisher 78375 Highway 2 Litchfield NE 68852-1811 CERTIFICATE OF MAILING I hereby certify that I have placed a true and correct copy of the surrounding property owners in accordance with the notification requirements of Weld County in Case Number USR15-0021 in the United States Mail, postage prepaid First Class Mail by letter as addressed on the attached list this 13th day of May, 2016. Dated the 13th day of May , 2016. 411)atiTh Alla Karla Ford Deputy Clerk to the Board WELD COUNTY COLORADO LAND RECORDS 5/11/2016 AFFIDAVIT OF INTERESTED LAND OWNERS 2: 15:38 PM SURFACE ESTATE THE UNDERSIGNED, States that to the best of his or her knowledge the attached list is a true and accurate list of the names, addresses, and the corresponding Parcel Identification Number assigned by the Weld County Assessor of the owners of the property (the surface estate) within 500 feet of the property being considered. This list was compiled utilizing the records of the Weld County Assessor available on the Weld County Internet Mapping site, http://www.co.weld.co.us, and has not been modified from the original. The list compiled for the records of the Weld County Assessor was assembled within thirty days of the applications submission date. lartb Signature 5— I ) - 110 Date Property Owners Within 500 ft of Parcel # 028319000020 Account Parcel Owner Mailing Address R0192786 028317000009 STANLEY VICTOR E R0192786 028317000009 STANLEY DONALD V JR 10631 NEW CUT OFF RD BON AQUA, TN 37025-3128 R0193686 028318000015 TWO MILE RANCH 60773 HIGHWAY 71 STONEHAM, CO 807549300 R0193786 028318000016 TWO MILE RANCH 60773 HIGHWAY 71 STONEHAM , CO 807549300 R0009988 028318000026 STANLEY DANIEL R R0009988 028318000026 STANLEY BERNARD F 9552 US HIGHWAY 26 BRIDGEPORT, NE 693362581 R0336494 028319000020 RJM LAND COMPANY LLC 13217 COUNTY ROAD 15 STERLING, CO 807519512 R0194186 028320000005 STANLEY VICTOR E R0194186 028320000005 STANLEY DONALD V JR 10631 NEW CUT OFF RD WELD COUNTY COLORADO LAND RECORDS 5/11 /2016 AFFIDAVIT OF INTERESTED LAND OWNERS 2: 15:38 PM SURFACE ESTATE THE UNDERSIGNED, States that to the best of his or her knowledge the attached list is a true and accurate list of the names, addresses, and the corresponding Parcel Identification Number assigned by the Weld County Assessor of the owners of the property (the surface estate) within 500 feet of the property being considered . This list was compiled utilizing the records of the Weld County Assessor available on the Weld County Internet Mapping site, http://www.co.weld .co.us, and has not been modified from the original. The list compiled for the records of the Weld County Assessor was assembled within thirty days of the applications submission date. • O-1111O 61j _ Signature Date Property Owners Within 500 ft of Parcel # 028319000020 Account Parcel Owner Mailing Address BON AQUA, TN 370253128 R0194386 028320000019 USA 2850 YOUNGFIELD ST LAKEWOOD , CO 802157210 R0197486 028329000009 USA 2850 YOUNGFIELD ST LAKEWOOD, CO 802157210 R0197586 028330000001 TIMBRO RANCH & CATTLE CO LLC PO BOX 1826 STERLING , CO 807517826 R0204086 028513000009 STANLEY HUGHES CAROLYN F R0204086 028513000009 STANLEY ROBERTA E 2371 IVY ST DENVER. CO 802073410 R0206986 028524000005 STANLEY JAMES B R0206986 028524000005 STANLEY GWENDOLYN S 2902 41ST AVE GREELEY, CO 806349575 R0010688 028524000013 STANLEY MARVIN R WELD COUNTY COLORADO LAND RECORDS 5/11 /2016 AFFIDAVIT OF INTERESTED LAND OWNERS 2: 15:38 PM SURFACE ESTATE THE UNDERSIGNED, States that to the best of his or her knowledge the attached list is a true and accurate list of the names, addresses, and the corresponding Parcel Identification Number assigned by the Weld County Assessor of the owners of the property (the surface estate) within 500 feet of the property being considered. This list was compiled utilizing the records of the Weld County Assessor available on the Weld County Internet Mapping site, http://www.co.weld.co.us, and has not been modified from the original. The list compiled for the records of the Weld County Assessor was assembled within thirty days of the applications submission date. 2)a-tqa *Ad- S *fto Signature Date Property Owners Within 500 ft of Parcel # 028319000020 Account Parcel Owner Mailing Address R0010688 028524000013 FISHER MILDRED E 78375 HIGHWAY 2 LITCHFIELD, NE 688521811 R0207286 028525000006 TIMBRO RANCH & CATTLE CO LLC PO BOX 1826 STERLING, CO 807517826 BOARD OF COUNTY COMMISSIONERS SIGN POSTING CERTIFICATE THE LAST DAY TO POST THE SIGN IS May 22, 2016. THE SIGN SHALL BE POSTED ADJACENT TO AND VISIBLE FROM A PUBLICALLY MAINTAINED ROAD RIGHT-OF- WAY. IN THE EVENT THE PROPERTY BEING CONSIDERED FOR A SPECIAL REVIEW IS NOT ADJACENT TO A PUBLICALLY MAINTAINED ROAD RIGHT-OF-WAY, THE DEPARTMENT OF PLANNING SERVICES SHALL POST ONE SIGN IN THE MOST PROMINENT PLACE ON THE PROPERTY AND POST A SECOND SIGN AT THE POINT AT WHICH THE DRIVEWAY (ACCESS DRIVE) INTERSECTS A PUBLICALLY MAINTAINED ROAD RIGHT-OF-WAY. I, CHRIS GATHMAN, HEREBY CERTIFY UNDER PENALTIES OF PERJURY THAT THE SIGN WAS POSTED ON THE PROPERTY AT LEAST 10 DAYS BEFORE THE BOARD OF COMMISSIONERS HEARINGS FOR USR15-0021 IN THE AGRICULTURAL ZONE DISTRICT. Chris Gathman Name of Person Posting Sign t Signature of Person Posting Sign STATE OF COLORADO ) ) ss. COUNTY OF WELD • L The foregoing instrument was subscribed and sworn to me this , / day of /'t La fir , 2016. WITNESS my hand and official seal. Notary Public TO= PUBLICL My Commission Expires: wa--�0 STATE OF COLORADO NOTARY ID 20054046503 MY COMMISSION EXPIRES MARCH 28, 2018 • OCIFICer rung 0,... County p� Y woo be 1Ird boor, me tard �� and a. - .Pil"lisWELD COUN ^'w.� ADMINIST TION • i .� � ,: .e, �' "0., Street • Gr@plUfLDING �Y. COCO 8p631 ,_ .sit.Ai. , e Pun car ..- y' ,,- _ ` ?� � be hail 4r• { • . ,4., r ,y x I P 't+t; 1 •4,y 1 Y •A HD r4 'R ,.,♦. 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C y Ctr p, * -• -• WELD COUNTY ADMINISTRATION BUILDINGmi... k r 1�" _ 1150 '•O" Street • Greeley, CO 80631 14 it ri fIP(ii11f1►IN"M" We be b�d1 f all T a - +•• r �oord of Cnantp r r••wwt+1Sicedw FieOffng w1(he s hall. •.. .6 - y• ` .111.E i Ion. lb Atif .+ • ". t ► • r ' .r• �•• iltt�ttttrtt CM 15.4410L�.'C'L' N y `.L.� -:.= -� to.:, • Ia wii *s4 MMtr -w/�'. -_, .•.. r ' *. 1 : 1 r ! 1...i.........,Aa+ttyl Per PAW.N ttr.a.rr .4 4,. • ,• If - • • 4/.. .,,r,;•R — rt#tttaUtw dl are CaP 1t/ititnt alit .;' �' `! } • �i f - _ ci R M *yam 4tara ararr4r fr cit � s .•'I .• OM i O„ M*ASP t- ±- F ilig• eat 1 . rti•tom•pew•r.1Ar ft..... "i ._+ _ r R ♦un rt•A1 t N eorc stA t MJtr R t Age 1.,a'♦t.u.v f 1 ' ' ' i 1-'• ` S._.4- • e N”y�jD ore rr N Oat' raCNT.v l -: _ ' 't • 3 i ' �' • ' r rn I�MMWIrr!!Mv►“, Itt um-sa rtr r l 344-53 444 D. ;44. 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WELD C�V he held at 11So • 0 St a�M�NISTRATIpN �� eeIo eU"- DING _ , it bn*w� 8063 9 r=onnlr �on 7 .- n� wf11 -. l old orl einea of Corn - - at - rC► Hen►w� was L7A Y' '•.O a ' �1M1/4 (, - try • "wa fanti' • ' i NitrtainettheCtigniot.0 Ili _ _ _ mss, a ., .f-� • _► . it.7'~r • ♦ _ �N..•T'►Yrtf.�LIPI �_� .�..� •� 7 Ir�. r h, f+..!• M •• - - - y..." ••fM1Wy Nor ""►+f��pt.., wino• • • ' - - ta—•••,rywf�'�M•w*.c.... )..„„_:-Ii�:yr knits • _ —. - — �Mw t • �_ NI. , t • - �y• (4[�y �'w+..� r lino. nic 'ACT . i ,it- t-1 • J . <' - . 'Illi ; i:4 •' r` is - O',IIt to 4 • `, t. .A ! r r { -�_ 4- 1---- - r • I - le - ti - • • • d -watt . • • Yja t ..., . • _ � ` � a - - - r Sr - S . • • " "WK - ' . oram,ng flnProPeny we ne heed before the Cry P wwg Conan an anti ~, Board of CaWlly Cann peen. I Bait'i raarhp 'ma be rek! at ' - WELD COUNTY ADMINISTRATION BUILDING , ' c. _ 1150 "O" Street,� , - r j • Greeley. CO 80631 1 .J "_ _• Fai n nj Cgrawn,ss on Homy ■W De flew cc > .s r ~ I. • _ ' - — • 'may ;i .,.• — I. �a. ,A �• aped at Courtly Ca nn,550r►+ arry at hoe a+ so j.-. .� • J.4 -" .:a-4 : •I� ,t1u 11 it. Ai - : it " At+;' '. �.1�/ T • 1 .�JJp !t/ 4t4 ., r .-.ir lir - Aticnlawd GM SUP) LQtsitEN1 az a ..+.-__ "' — - _ _ Hawing nn aw • •s.W rfllr rn P --.-- P . , '• 41.41 y? a 1 t sealf__ _ p__titL_ ak 1 s-- � -s' • _ .r - :M'wt_►w t rdfut all tai w f�A W .20.4 ' ' i vents Illikesing•thanee-carasett- itst • _� - a': al K ° ;p�.wr.ca \�. OM*wear ts.:a•aai�tat-rte . �_ •l' ML ' ,}•. • A • 'M'.M! e wM. 1/lt'T�."R �; .-- ' .', ��I5Y;fr .,r. '' cam lwlnr.. - • r� a �qR mitt nog I� T 1C+V R ram CYa(TK� t. 4 �, r+y. �. '• -►. , / •{-�rt» lK1L CtttJilia CCrrM[tj<�1iTf� r .A' r -f iorti,ins• t : . .--, ' ; - tt....,:k 'Cl'TO: __ .. fir' ` Vr��-.sr �+!pi. at- _y X f f'T4 , ;k • yy"��4�:i • to, ACili II. . _•... �l .► T. fist-•.- �. • 1.t ;Si* • i,f V f rr s • 8.. I4 'rli `t • -►1µ a 'Al • , *- a• r• •. • • i- .r f'.. 4. a 7 '-4- 4 Proposed North liversion Swale .4756-4754- • ----+► • - .�� . . O EAST 0 486. 00' -- -- -- _ . Oil Tanks Existing - 9 I \ 0) k Cuttings 0 QQQQ Mudpile 1 \ 1O o a0 I N 1 I 0000 0I 1 1 V a t y O O 0 " et... , 'RI ! 00 E (f OO I L'i i° '1 ' I LOO Oo I I I goo Ed e of Future g Sep arc t;on I Existing Pad Tanks o - o o �; 148' `j 40 _ Oy 154' _ 1 - o � (r)Existing Horsetail Proposed I i ! II #19N- 1924M Horsetail 1 Wellhead #19N- 1924M—R �'g2a Proposed West i I L Location Stake 0 I oa I Diversion Swale 4 I W ( � I Truck Oil Unloading ` Loading m g Skid il 1 Truck 4. 887 ACRES Loading I. \ \ I Proposed 1 Skid I 115 'x100 'x3' Deep I Existing / Access Road ( Detention Pond // 4750 G? /Proposed 486. 00' D;version Swale • • • . . , , . 1 ,), WATER INFRASTRUCTURE & SOLUTIONS , . . . ; I i a . ; Vi. . . i _ : H.: ' j . . Iii '�' EXHIBIT r P-- i • __ _ B if j I l I i :"7- .141410 } I ' . .._tr.ars d , , ! P F ` , ccf_tu WATER INFRASTRUCTURE & SOLUTIONS B � • ell , , 1311111 w;c Executive Summary !Pr BNN provides water infrastructure and innovative solutions to clients across multiple industries . Our Operations , Construction , and Engineering experience supports our strategic partnerships and patented technologies to create value for our clients . BNN ' s core business is owning and operating permanent water infrastructure . Our proven approach to water management consistently drives efficiency into our clients operations leading to cost savings and environmental benefits . PINk ilv*Ili I. smiCIC Executive Summary Taligrass Energyis a familyof com anies com rised of Tallgrass P P EnergyPartners , LP ( NYSE . TEP ) , Tallgrass EnergyGP, LP ( NYSE . TEGP ) , and Tallgrass Development , LP • Over 6, 700 miles of natural gas pipeline with a total design capacity of over 3 . 5 Bcf/d • -190 MMcf/d natural gas processing • -76o mile oil pipeline connecting the Bakken Shale and DJ Basin to Cushing, OK .1Wr .eSW .••rw 1 .,. I1/r14 Win WOW W Sir NSW am*If err — 11111114- o.. ".> i »iJ sl N)I IAM/M IK'N AM11LR I • Mw • It ... RRr'a.--311aPl.lel ■■ ,WIZ ~• • ■� 1I• c` Wvamin I MO t-- an A Seib W�■ Y_' . .� . •C, .■�� • '� + + der it•,.. _n 1 I„te ti 1V�braska t•. � .■. Ya ■■ r•` ..r w�.r. m a w . `..• L. •7 nein 1. Pan a tor Ise IT CD • 11.11...` hio y . .a. . L._ • ra --ups '�. �f, • ��>...r derer hj•7. N1.�. . . .ri.. —' . I b_ 1 I ti_ ,'T ion , I t 1 • w} . .}. .�. - .�/ _�� . � ■�.� � 1 ..... 'T, .L r � a Y•.Is � 1� �w -�� • Mimi _ 7.n � • .w ra ` p - t - I. r t �" ... �� . . ' !�I t-. 1.•• • �•�_ � .ten, •• ��t p^ - r.1 v r.... . - ,�•4.. -i therm c-1 ti� `.... .� �� „ t.� �• �� r. ~- .�. .. ..� to 1•. ti — C...r._ err. r -'�, t��. �In �..�.� e..... Ytf , ■ ..� Q' • • • `-- r Ire _ '� " L "-, - _ t-_.� — As . n. to CA .>I •� t .,FL_��7 ® A1 • Al ..N .•-• r..• an•_ ' .. an .. -IOY �� ■ ��i _� , � t Kansas �- . Okrahoe�a _' ,� �■ J aI n�� • a ......r ... et 'area .ate/ ..thew wary .r r ItJw s,n weer wAr w r Inc. order aLr why IALLCUAY`S tNtllCr Mt I HMS tALL41lAY`S Ut11tLQI•i.tll I . . r I • . - .* 1 4..onIG•.- -/'eo1Lv - -1v>vI G.- -07.401- ��._. IRS. - Lyrtl.I.ai*Sao 1J•.YL. —TottrEtter —roam Pas Nu*. — Pc,bt.•.tt+• a %LhM+IL. TALLGRASS6 r....._-.......,....,.... -- "- ^14._11) - lWC4.sn Ts is Ci-J S a TottreC.v.tsj&. - I•urdt".•••cta•Ctpa, - . P'tCr*tIs.S. • 4il'C1rt:ut• — Map hear Viral 0 lartL.raY•iL. • Lidos IL....4 a en C�.tfatcLJb _ • • Mka►r•Cai.a.l sail Cl L nil TeOA ' S�t�..tern II.�IGp rr..>•In oh n1•.r/..14nt... .n.ti When 0 TatCa e.iaavW ._.�._.�.�.......... 7.N.rV,b p•.•••••••• as imp•••• . m Sion don = =Tr >A Vey Coen 6._ I Abu CO WW1 1>t>A>TY SINNI � Weld County Operations ir . BNN owns and operates 3 Salt �` - _� _ .fi - �• r - - . 4 Water Disposal wells and over ___,anammiatheaerfr - 3o miles of gathering pipeline _ _ . . „ Th ,, _ in Weld County � �' J �- .�r • hIllibla :IThe system connects Central ,i' \esi: --� �► sr . ' Processing Batteries ( CPBs ) WIiN- 4 ' 7 > „ ____ throughout Whiting's r\ �� '� ea,,, operations to BNN 's disposal � - . .�, . , facilities � � � f ii,„r i M" I BNN also offers water recycling ,� �� ik Sr • el and fresh water sourcing and p , t distribution across multiple L : >iY basins 1 '' , k W iv EBN4 e ld County Op i E i 104°20'0"W 104°10'0"W 104°0'0"W 103'50'0"W 103°40'0"W 103°3010"W 103°20'0"W Wyoming Laramie ebrasaa 12N55W Ch12N53WnEWZ K i m b IZ - `• c I ♦' 12N 56W V/ • 12N 12N 58W Helef6rC 59W . Ot ° Col oradlo •= , 11 ,: 5-4W 11N 53W • - 11N 57W 11N 56W 11N 55W 11N 11N 62W 11N 60W : ' 1 ” r,mAr 63W - •� - j... - •°° l rt Grover sr : 3 � ; • • Horsetail 19N-1924M-R SWD Pad ? tosesienosionese • tON 53W •$ F Redtail Gas Plan + 'ION 6W 10N 55tp 53 10N 1+ON 62W 1ON 61W + Razor 21 SWD 1 'Pad v1 463W 1 , - Sterling ILogan W e d ' Pawnee Reservoir Wildhorse 1d-13L SWD Pad Razor 26J-2633L SWD Pad 4N f 6W 9N 55W , 9N 63W 9N 62W Hied Montt heart Reservoir Recervoir ' Keota I — cz Cebz z o + t + 8N 56W 8N 55W r 8N 54W 8N 53W g 18N 63W 8N 62W 8N 61W 8N 60W Bnggsdale oN 59VJ Buckingham _ I .. ra....�� L Buckingham -Raymer Stonenam N S._.. .. -,.. 7AM gacnr 7rr r;nrnr ) 7M 4 7\nr 7N 56W 1 7N 55W 7N 54W 7N 5;_ `. ® PXP Crude Receipt nO3 Proposed Taltgrass NGL Pipeline nal PXP Northeast Colorado Lateral nal Trailblazer Redtail Lateral III III BNN Redtail aProduced Water Lines A SWDs a PXP Crude Pipeline Mainline aTrailblazer Pipeline aTallgrass Interstate Gas Transmission a Rockies Express Pipeline l ant ce r l 6N 53W 7'_ 104°20'0"W 104°10°0'W 104°0'0"W 103°50'0'W 103"40'0"W 103°30'0"W 103.20'0"W PINL Piping vs . Trucking Increasing pipeline infrastructure continues to be a priority for BNN in the operation of our SWDs . Compared to trucks , pipelines limit environmental impact in many ways . • Diminished truck traffic • Fewer spills • Reduced user error • Increased volume turnover The daily permitted capacity of our existing Weld County gathering and disposal system eliminates the need for over 3Oo trucks per day to move the same volume to other SWD 's . IBIS' a � Proposed Additions i • grew I3 I . BNN requests modification of our existing USR permits to include - r- - commercial operations in order to . it - ' -,. I fir..* �' €-Lon 1 . Create permitting continuity • W � � elk . across our three SWD facilities . , et \ , ( --- - -4e. IL. Ak • l as, y- 2 . Continue our operations within - ,: existing USR requirements . .. ,_ te ' 6 -� \ 3 . Align COGCC and Weld County • _ A - SWD classifications . lin 1 4 4 , _s .4, 1 i • • 0, .._4 ) Nit 1 lift ENS' i �► DELIVER SOURCE WE STORE WATER . GATHER RECYCLE TAKE CARE OF Hello