HomeMy WebLinkAbout21-42 Cooperative Development Plan Agreement Kerr McGee 04-14-2021RESOLUTION 1440.21-42
A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF
FIRESTONE, COLORADO, APPROVING A COOPERATIVE
DEVELOPMENT PLAN AGREEMENT
WHEREAS, the Town of Firestone (Town) and Kerr-McGee Oil &Gas Onshore LP (Kerr-
McGee) value a balanced approach to oil and gas development that protects community health, safety,
and welfare; and
WHEREAS, the Town and Kerr-McGee have jointly negotiated a Cooperative Development
Plan Agreement that seeks to mitigate impacts from oil and gas development; and
WHEREAS, the Board of Trustees finds that this Cooperative Development Plan Agreement
is in the best interest of the Town and its citizens.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE
OWN OF FIRESTONE, COLORADO. T
The Cooperative Development Plan Agreement between the Town of Firestone and Kerr-
McGee Oil & Gas Onshore, LP is hereby approved in substantially the same form as the copy
attached hereto as "Exhibit A" and made a part of this resolution. The Mayor is authorized to
execute and deliver the Agreement on behalf of the Town.
INTRODUCED, READ AND ADOPTED this 14th day of April, 2021.
cn .
ATTEST: rn60
1
TOWN OF FIRESTONE, COLORADO
Cooperative Development an Agreement
2
DocuSign Envelope ID: Al33C6C4-FA93-4872-8809-2B91DA546AB8
COOPERATIVE DEVELOPMENT PLAN AGREEMENT
This Cooperative Development an Agreement ("Agreement") is made and entered into
this IiWay of ftj *ik 1021.(the "Effective Date"), by and between the Town of
Firestone, a Colorad municipal corporation ("Firestone" or "Town"), whose address is 151 Grant
Ave, P.O. Box 100, Firestone, Colorado 80520, Kerr-McGee Oil & Gas Onshore LP ("Kerr-
McGee"), whose address is 1099 181h St., Suite 1800, Denver, Colorado 80202, and Anadarko
E&P Onshore LLC, a Delaware limited liability company ("AEP"), whose address is 1099 181h
St., Suite 1800, Denver, Colorado 80202, Kerr-McGee, AEP, and Firestone or Town may be
referred to individually as a "Party" or collectively as the "Parties."
BACKGROUND
Firestone and Kerr-McGee recognize the importance of the public health, safety and welfare, as
well as the environment and wildlife resources to Colorado's economy and culture, including the
citizens of Firestone. The Parties also recognize that responsible and orderly development of oil
and gas resources in the Town must be consistent with and subject to Firestone's land use authority
and general police powers to protect the health, safety, and welfare of the Town's residents,
including the protection of the environment and wildlife resources, to prevent waste in the
production and utilization of oil and gas, and to avoid or minimize any adverse impacts to public
health, safety and welfare and the environment associated with oil and gas development. To
achieve such mutual objectives in a cooperative manner, Firestone and Kerr-McGee enter into this
Agreement to accomplish the following:
site new well pads and associated facilities and rights -of --way that Kerr-McGee
plans to develop within Firestone at locations that will protect public health, safety,
and welfare and the environment by avoiding impacts associated with oil and gas
operations and minimizing and mitigating the extent and severity of those impacts that
cannot be avoided, consistent with Firestone's land use authority and general police
powers;
2. To further minimize and mitigate the unavoidable impacts and other land use effects
associated with this type of development, by developing oil and gas operational
standards needed for responsible development, including requirements for odor
mitigation, noise mitigation, lighting installation, road maintenance, and landscape
restoration that supplement state environmental requirements in an efficient and cost-
effective manner, all to benefit the Town and its residents; and
NOW THEREFORE, the Parties agree as follows:
ARTICLE I. GENERAL PROVISIONS
1. Intent to Supplement State Rules and Regulations. The Parties recognize that pursuant
to the Colorado Oil and Gas Conservation Act, Colo. Rev. Stat. § 34-60-101 et seq., as amended,
the Colorado Oil and as Conservation Commission ("COGCC") regulates the development and
4520260.12
DocuSign Envelope ID: Al33C6C4-FA93-487MB0MB91DA546AB8
production of oil and gas resources in Colorado, and the Act authorizes the COGCC to adopt
statewide rules and regulations, which the COGCC has done. The Operational Standards
developed jointly by the Parties and identified in this Agreement are not intended to abrogate,
repeal or impair any state rules and regulations, but instead are intended to supplement any existing
or future state rules and regulations. The Parties acknowledge that the Operational Standards set
forth herein are subject to future rulemaking by the COGCC; thus, in the event of a conflict or
overlap between any Operational Standards set forth herein and any existing or future rule or
regulation promulgated by the COGCC, whichever standard, rule, or regulation imposes the more
stringent restriction shall prevail, and Kerr-McGee shall abide by the more stringent restriction.
2. Exercise of Local Land Use Authority. The Parties further recognize that Firestone,
through its land -use authority and general police powers, can regulate various aspects of oil and
gas operations in a reasonable manner as specified in C.R.S. § 29-20404(1)(h)(I)-(IV) and to
protect and minimize adverse impacts to public health, safety and welfare and the environment.
Furthermore, the Parties recognize that to implement the powers and authority granted in C.R.S. §
29-20-104(1)(h), Firestone has the authority to inspect facilities, impose fines for leaks, spills and
emissions, and impose fees to cover the costs of permitting and regulating oil and gas operations
within its boundaries, in accordance with C.R.S. § 29-20-104(2). Provided, however, the Town
will comply with any and all written or oral safety requirements when entering Kerr-McGee
facilities, including, but not limited to, complying with the use of personal protective equipment
and complying with necessary distance restrictions. Finally, the Parties also recognize that Kerr-
McGee must apply for, and obtain approval from, Firestone for siting oil and gas surface locations
before it can obtain approval for, an Application for Permit to Drill or Spacing Unit Applications,
as set forth in C.R.S. § 34-60-106(f)(I)(A).
3. Applicability. This Agreement and the Operational Standards will apply to all new wells
that Kerr-McGee drills on the Identified Well Pads during the Term of this Agreement. This
Agreement will not apply to any wells for which Kerr-McGee is not the operator.
4. Term. This Agreement shall commence on the Effective Date, and shall expire four (4)
years from the Effective Date ("Term"). The Term may be extended by mutual written agreement
of the Parties.
5. Effect of Termination on Special Use Permit Approval. Termination of this Agreement
by either Party shall in no way affect or limit either Parties' legal or equitable remedies it may
have under the Code (defined below) or at law or in equity. In the event this Agreement expires or
is otherwise terminated, such expiration or termination shall not prevent any operations and/or
development of the Identified Well Pads and well(s) that were previously permitted or otherwise
approved by the Town prior to the expiration or termination of this Agreement, nor shall expiration
or termination of this Agreement exempt such operations and/or development of the Identified
Well Pads, new wells drilled at the Identified Well Pads during the Term of this Agreement, or
previously approved wells from any applicable Town development review regulations and
processes. Additionally, such expiration or termination shall in no way affect or limit the Town's
right in the future to refuse to grant a special use permit, or suspend any special use permit for oil
and gas wells requested by or granted to Kerr-McGee pursuant to, the Code. Nothing in this
Agreement shall be construed as granting or creating any statutory vested development rights at
the Identified Well Pads.
ra
DocuSign Envelope ID: Al33=4+A93-487M[309-2691DA546AB8
6. Drilling and Development Schedule. In consultation with Firestone, Kerr-McGee has
developed a Drilling and Development Schedule that includes: McGavin and Columbine well pad sites
(the "Identified Well Pads"); and (ii) the operational standards that will apply to such development. The
operational standards are listed in Exhibit A ("Operational Standards"), and the Identified Well Pads are
depicted in the Cooperative Development Area and Land Contribution Map attached as Exhibit B. Kerr-
McGee will not drill more than thirty-three (33) wells total from the two identified well pad sites
collectively.
ARTICLE II. APPROVAL PROCESS, OPERATIONS, AND CONSIDERATION
1. Special Review Use and Final Development Plan Submission Requirements. For each
new oil and gas well Kerr-McGee drills on the Identified Well Pads, Kerr-McGee will follow the
requirements, procedures, and application elements outlined in Section 7.11, Special Review Use
and Section 7.10, Final Development Plan of the Firestone Development Code (the "Code"), as
amended, for special review use and final development plan approvals. The Town's Board of
Trustees will review the applications using the criteria outlined in Section 7.11 and Section 7.10
of the Code, as amended. If Section 7.11 and Section 7.10 of the Code are amended and any such
ordinance amending Section 7.11 and Section 7.10 of the Code is legally pending on the date of a
special review use and final development plan application submissions, Kerr-McGee will comply
with the amended requirements and procedures for its operations established in such ordinance.
The Town recognizes that time is of the essence with respect to approval of special review use and
final development plans, and will use its best efforts to process Kerr-McGee's applications
submitted pursuant to this Article II, Section 1 in a prompt and timely manner. To that end, the
Town agrees that staff review of the applications will take no longer than ninety (90) calendar days
after the Town determines the application is complete.
2. Incorporation of Operational Standards as Conditions of Special Review Use and
Final Development Plan. Each application for special review use and final development plan
approval for an oil and gas well that Kerr-McGee submits shall include, as part of the application
elements required under the Code, the Operational Standards set forth on Exhibit A, and each
special review use and final development plan granted by the Town shall contain the Operational
Standards as conditions of operations for such special review use and final development plan.
3. Kerr-McGee's Operations. For each new well Kerr-McGee drills on the Identified Well Pads,
Kerr-McGee will operate such well in compliance with the Operational Standards as set forth in Exhibit
A, the Code, as amended, and any other conditions or requirements of the special review use and final
development plan approvals issued by the Town for such well.
4. Kerr-McGee's Contributions. To minimize and mitigate potential impacts from the
Identified Well Pads and associated wells, and to otherwise foster future development
opportunities for the Town, AEP, on behalf of Kerr-McGee, shall make contributions to the Town
as follows:
3
DocuSign Envelope ID: Al33M4-FA93-487MB09-2BNDA546AB8
a. Land Contribution.
(i) Within sixty days of Kerr-McGee receiving all necessary local and state permits,
approvals, and all necessary easements, Anadarko E&P Onshore LLC ("AEP or
Grantor") shall convey to the Town by special warranty deed good, marketable,
title (the "Interest"), but specifically reserving and excluding any mineral interest,
to approximately seventy-eight (78) acres of real property generally located at the
southwest corner of Grant Avenue and Frontier Street and west of the Columbine
well pad site ("Grant and Frontier Parcel"), as depicted on Exhibit B (. The Parties
agree that the Town may obtain title insurance for the Interest at its own cost,
expense, and risk.
The Interest. The Interest includes all of AEP's rights, title and interest, if any, in
and to all appurtenances thereto, including but not limited to any fences, buildings,
landscaping, and other improvements now located thereon, including all fixtures of
a permanent nature, but specifically excluding any fixtures used for or associated
with oil and natural gas development, if any, but shall specifically exclude any and
all interests or ownership of AEP in any and all minerals in place or under the
entirety of the Grant and Frontier Parcel ("Mineral Interest"). The Parties
acknowledge and agree that the Mineral Interest shall be reserved to the Grantor in
the deed of conveyance executed by AEP and delivered to the Town. The Interest
shall also include all of AEP's right, title and interest, if any, in and to all strips and
gores of land lying between the Interest and adjoining property or streets, roads or
highways, open or proposed. Finally, the Interest shall include all surface and
subsurface water and water rights, ditches and ditch rights, ponds and pond rights,
springs and spring rights, wells and well rights, whether decreed or not, if any,
attached or appurtenant to or used in connection with the Grant and Frontier Parcel
and owned by AEP and any title, interest, or right that AEP may have to convey
water to the Grant and Frontier Parcel.
Title and Taxes. AEP shall deliver to the Town a special warranty deed, in the form
set forth on Exhibit C, attached hereto, duly executed and acknowledged by an
authorized corporate representative or officer, sufficient to convey good and
marketable title to the Grant and Frontier Parcel to the Town, but reserving to AEP
the Mineral Interest described above, free and clear of all liens, tenancies and
encumbrances except only those permitted exceptions mutually agreed upon by the
parties. Neither Kerr-McGee nor AEP shall not, after the Effective Date hereof,
sell; convey, option or contract to do any of the foregoing or otherwise convey,
abandon, relinquish, cloud or encumber title to the Grant and Frontier Parcel or any
part thereof or contract to do any of the foregoing in a manner which would survive
delivery of the special warranty deed. AEP shall be responsible for all real and
personal property taxes on the Grant and Frontier Parcel, prorated to the date of
DocuSign Envelope ID: Al=6C4+A93-487MI309-2B91DA546AB8
delivery of the special warranty deed based on the most recent assessed valuations
and mill levy available, which proration shall be deemed a final settlement between
the parties.
(ii) AEP hereby agrees to grant to the Town a right of first refusal to acquire
approximately fifteen (15) acres of real property generally located at the southeast
corner of Colorado Boulevard and Pine Cone Avenue and west of the McGavin
Well Pad (the "Pine Cone Parcel") as generally depicted on Exhibit B, subject to
the terms and conditions specified herein.
Right of First Refusal. For a period of five years from the date of execution of this
Agreement, AEP will not sell the Pine Cone Parcel, or any part thereof, without
first offering it to the Town for purchase. The right of first refusal granted to the
Town shall be honored by AEP and exercised in the following manner:
(1) If, during the period of the right of First Refusal, AEP receives a
third -party offer to purchase or otherwise acquire title to the Pine Cone Parcel, or
any part thereof, any contract which may be entered into between AEP and such
purchaser shall specifically provide that the transaction shall be subject to the
right of first refusal set forth in this Agreement.
(2) In the event that AEP enters into such contract with athird-party
purchaser, the Town shall have the prior right to purchase and acquire title to the
Pine Cone Parcel, or the portion thereof described in such contract, upon the same
terms and conditions as therein provided or, at the Town's option, for cash.
(3) AEP shall submit to the Town a term sheet, containing the same
terms and conditions as the purchase and sale contract with the third -party
purchaser. If, after the receipt of such documents, the Town shall fail to exercise
the Town 's right of first refusal by signing and returning to AEP within thirty
(30) days of receipt, a signed copy of a contract, together with the earnest money
payment therein provided, AEP shall have the right to conclude the proposed sale
and conveyance on the same terms and conditions, and no other, as in a contract
reflective of the term sheet with the bona fide third party purchaser.
(4) The Town's failure to exercise the Town's right of first refusal, or
the Town 's written disclaimer of such right, shall be deemed a waiver and
cancellation of such right of first refusal if the proposed sale and conveyance to the
same bona fide third party purchaser is consummated. If the proposed sale and
conveyance to the same bona fide third -party purchaser is not consummated, the
right of first refusal herein set forth shall not be deemed waived or cancelled, but
shall remain in full force and effect.
- (5) If any offer made • ° by AEP according to the terms and - • •-
conditions herein stated is rejected or is allowed to expire without acceptance by
5
DocuSign Envelope ID: A133C6C4-FA93-4872-8BO9-2B9lDA646AB8
the Town, the Town agrees, within 10 days after receipt of a written request from
AEP, to give to AEP or to any third person AEP shall designate, a written
statement properly signed and acknowledged in recordable form that:1) an offer
has been made by AEP in accordance with the terms and conditions of this
Agreement, together with disclosure of the offering price and the terms and
conditions of a proposed sale, ii) said offer has been rejected by the Town or has
been allowed to expire; and AEP or any designated third person may rely upon
such statement by the Town as evidence of the submission and rejection or
expiration of a valid offer made to the Town pursuant to and in accordance with
this Agreement,
(6) This right of first refusal shall apply to all transactions involving a
conveyance of title to the Pine Cone Parcel, or any portion thereof, including but
not limited to a purchase, an exchange, or any other transfer of an interest in the
Pine Cone Parcel for consideration, other than a lease of no more than three years'
duration.
Exempt Transfers. The parties agree that a transfer of the Pine Cone Parcel, or any
portion thereof, shall be made only after compliance with all of the provisions of
this Agreement, except that the following transfers shall be exempt from the terms
and conditions of this Agreement to the extent herein provided and subject to all
the other terms and conditions of this Agreement:
(1) A transfer to one or more corporations, partnerships, limited liability
companies, trusts, or other entities in which AEP or AEP's heirs, successors, or
assigns have sufficient control to be able to cause said entities at any time to transfer
the Pine Cone Parcel or portion thereof to the Town and fulfill the other obligations
of AEP under the terms and conditions of this Agreement; further, AEP's covenants
that during the existence of this Agreement, AEP or AEP's heirs, successors, or
assigns will continue to retain sufficient control of said entities to be able to cause
said entities to transfer the Pine Cone Parcel or portion thereof, as aforesaid, and to
fulfill all of AEP's obligations under this Agreement; and all certificates evidencing
ownership of said entities shall be issued bearing a notation thereon that the transfer
thereof is restricted and subject to the terms and conditions of this Agreement.
(2) A transfer by foreclosure or deed in lieu of foreclosure to any bona
fide mortgagee or deed of trust beneficiary holding a first or second lien on the Pine
Cone Parcel, provided that any subsequent sale and conveyance of the Pine Cone
Parcel or any part thereof by such lien or shall be restricted and subject to the terms
and conditions of this Agreement.
(3) % If an exempt transfer is made, the transferee(s) shall be bound by
all the covenants, terms, and conditions of this Agreement to the same extent as
AEP.
Term. All rights and interests herein created and set forth in this Agreement shall
DocuSign Envelope ID: Al =6C4+A93-487MBOM!391 DA546AB8
remain in existence and shall constitute a valid encumbrance upon the Pine Cone
Parcel for a term of five (5) years, commencing on the Effective Date; except that
the same shall be extinguished by the occurrence of any one or more of the
following events:
(1) a sale of the entire Pine Cone Parcel to the Town pursuant to the
exercise of the right of first refusal, as herein provided, and upon compliance by
AEP with all of the terms and conditions of this Agreements or
(2) a sale of the entire Pine Cone Parcel to any person other than the
Town or those persons mentioned in exempt transfers above pursuant to and upon
compliance by AEP with all of the terms and conditions of this Agreement.
Bindin�fect. This right of first refusal shall be binding upon, and inure to the
benefit of, the parties and their respective heirs, assigns, legal representatives, and
successors.
5. Submissions to the COGCC. Provided that they are in conformity with the terms of this
Agreement, the Town will not object to any of Kerr-McGee's submissions to the COGCC
pertaining to the Identified Well Pads and the wells located thereon. Furthermore, upon Town
approval of operations pertaining to a new well, Town will promptly notify the COGCC in writing
that the Town has approved such operations under its land use review procedures and pursuant to
this Agreement.
ARTICLE III. OTIIER PROVISIONS
1. No Waiver of Rights. The Parties acknowledge and agree that this Agreement will not be
used as evidence that either Party has waived any rights to assert its claims concerning the validity
of Firestone's land use authority or jurisdiction or Kerr-McGee's rights to develop its mineral
resources. Nothing herein will be construed as an admission by either Party of any legal right or
obligation.
2. Force Majeure. Neither Party will be liable for any delay or failure in performing under
this Agreement in the event and to the extent that the delay or failure arises out of causes beyond
a Party's reasonable control, including, without limitation, war, civil commotion, act of God, strike
or other stoppage (whether partial or total) of labor, any law, decree, regulation or order of any
government or governmental body (including any court or tribunal), or inability to obtain permits,
licenses, consents, easements, or rights -of way. If any Party is rendered, wholly or in part, unable
to carry out its obligations under this Agreement due to any such force majeure event, it is agreed
that, upon the affected Party's giving notice and a description of such delay in reasonable detail in
writing to the other Party as soon as reasonably possible after the occurrence of the causes relied
on, the obligation of the Party giving such notice, so far as it is affected by such condition or event,
will be suspended and any time periods will be extended for a period equal to the period of the
continuance of the event or condition.
7
DocuSign Envelope ID: Al33C6C4-FA93-4872-8809-2B91DA546AB8
3. Authority to Execute Agreement, Each Party represents that it has the full right and
authority to enter into this Agreement.
4. Governing Law. This Agreement will be governed and construed in accordance with the
laws of the State of Colorado without reference to its conflicts of law's provisions.
5. No Third -Party Beneficiaries. This Agreement is not intended to, and does not, create
any right, benefit, responsibility or obligation that may be enforced by any non-party. Additionally,
nothing in this Agreement will entitle any third party to any claims, rights or remedies of any kind.
6. Notices. All notices and other correspondence related to this Agreement will be in writing
and will be delivered by: (1) certified mail with return receipt, (n) hand delivery with signature or
delivery receipt provided by a third party courier service (such as FedEx, UPS, etc.), (111) fax
transmission if verification of receipt is obtained, or (iv) email with return receipt, to the designated
representative of the Party as indicated below. A Party may change its designated representative
for notice purposes at any time by written notice to the other Party. The initial representatives of
the Parties are as follows:
Firestone: Town of Firestone
151 Grant Ave
P.O. Box 100
Firestone, Colorado 80520
Attn: Town Manager
Telephone: 3 03.833.3291
Fax: 303.833.4863
Email:
Kerr-McGee: Kerr-McGee Oil &Gas Onshore LP
1099 18th Street, Suite 1800
Denver, CO 80202
Attn: Danielle Pi ernot
Telephone: 720-929-6157
Fax:
Email: dani ell e_pi ernot@oxy. com
AEP: Anadarko E&P Onshore LLC
1099 18th Street, Suite 1800
Denver, CO 80202
Attn: Surface Land Manager
Telephone: 720.929.6026
Fax.
Email: Don_]obe@oxy.com
With a copy to:
Robert C. Mathes
3
DocuSign Envelope ID: Al 33C6N4FA93487M!309-21391 DA546AB8
Managing Counsel — Rockies
Telephone: 72M294326
Email: Robert Mathes@Oxy.com
7. No Presumption. The Parties to this Agreement and their attorneys have had a full
opportunity to review and participate in the drafting of the final form of this Agreement.
Accordingly, this Agreement shall be construed without regard to any presumption or other rule
of construction against the Party causing the Agreement to be drafted.
8. Severability. If any part of this Agreement is found to be in conflict with applicable laws,
such part shall be inoperative, null and void insofar as it conflicts with such laws; however, the
remainder of this Agreement shall be in full force and effect. In the event that any part of this
Agreement would otherwise be unenforceable or in conflict with applicable laws due to the term
or period for which such part is in effect, the term or period for which such part of this Agreement
shall be in effect shall be limited to the longest period allowable which does not cause such part to
be unenforceable or in conflict with applicable laws. If any section, paragraph, provision, or
portion thereof of this Agreement is held by any Court to be void and/or unenforceable for any
reason, such section, paragraph, provision, or portion thereof shall be excised from the Agreement
and shall be replaced with terms and provisions that are most consistent with, and which reflect,
the Parties' intention. All remaining sections, paragraphs, provisions, or portions thereof shall
remain in full force and effect.
9. Dispute Resolution. If either Party believes that the other Party has violated any provision
of this Agreement, the Party claiming that a violation has occurred will send written notice to the
other Party, identifying the violation and invoking the dispute resolution process in this Section.
Upon receiving such written notice, the other Party will have thirty (30) calendar days to remedy
the alleged violation, unless such violation involves operations at a well pad site, in which case the
time period will be ten (10) days. If the other Party denies the alleged violation, then the Parties
will meet to resolve the alleged violation within ten (10) or thirty (30) calendar days (as the case
may be) of the date of delivery of the initial written notice. If a resolution of the matter cannot be
achieved at the meeting, both Parties agree to make a reasonable effort to work through and with
a mutually acceptable mediator to attempt to resolve the dispute. Notwithstanding the foregoing,
if either Party believes that the dispute will not otherwise be resolved in a sufficiently prompt and
effective manner, such Party may, at its discretion, institute a legal proceeding in a court of proper
jurisdiction to seek appropriate remedies. Such remedies may include, without limitation, an
injunction to stop an alleged violation or an order requiring the performance of all acts and things
required by the Agreement. Provided, however, that no such legal proceeding will be initiated for
a period of at least thirty (30) calendar days after delivery of the initial written notice.
10. Amendments to Agreement. No changes, alterations or modifications to any of the
provisions hereof will be effective unless contained in a written agreement signed by both Parties.
[Signature page follows.]
DocuSign Envelope ID: A133C6C4-FA934872-8B09-2B91DA546AB8
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by a
duly authorized representative on the day and year first above written.
FIRESTONE:
THE TOWN OF FIRESTONE
IS a
r
�. ��
I�RR-MCGEE:
Kerr-McGee Oil &Gas Onshore LP
LUOCUsigned hy:
y.By.06fD7 _.
Name: Danielle Pi ernot
Title: Regulatory Affairs Director
Date:3
Anadarko E&P Onshore LLC
Doeuslsmd s$
Name:
7°�""Vi" "�". w o e s t
Title: Attorney -in -fact
312972021
Date:
10
DocuSign Envelope ID: A133C6C4-FA93-4872-81309-2691DA546AB8
EXHIBIT A
OPERATIONAL STANDARDS FOR IDENTIFIED WELL PADS
1. Odor Mitigation: Kerr-McGee will suppress odors, to the maximum extent
practicable, through the use of closed loop systems. Odor emissions from Well Pads must
be controlled as soon as reasonably practicable with utmost diligence and dispatch. Kerr-
McGee will minimize odors by proactively addressing citizen concerns within 24 hours.
Kerr-McGee will add additives to drilling fluids to minimize odors using natural odor
neutralizing compounds, not masking agents. In order to meet the provisions of this section,
Kerr-McGee will implement the following measures:
A. Utilization of certain additives to drilling mud to neutralize odors using a
specific designed blend of essential oils from natural plant extracts;
B. Continue to evaluate different additive formulations that have the potential
to better suppress odors, including but not limited to non -diesel -based
additives;
C. During flowbacic and well completions, utilize closed -loop green
completion techniques to the maximum extent practicable to minimize
emissions and the flaring of natural gas;
D. Wiping down the drill pipe, to the extent practicable without creating a
safety hazard or unsafe work condition, each time that the drilling operation
"trips" out of the hole; and
E. Drill cuttings, while temporarily on location, will be run through a
centrifugal dryer to remove residual drilling fluid to the maximum extent
practical prior to transportation for disposal.
2. Noise Mitigation. To reduce the noise effects on the Town and its residents during
drilling, and to provide cost benefits to Kerr-McGee, all permanent equipment with engines
or motors that can be electrified will be electrified from the power grid. Additionally,
A. Kerr-McGee agrees to use the quiet completion technology substantially
similar to that utilized by Halliburton or Liberty on all well sites for
completion operations;
B. Kerr-McGee will install sound walls during the drilling and completion of
the Wells. The location of the sound walls will be mutually agreed upon by
Kerr-McGee and the Town.
DocuSlgn Envelope ID: Al33C6C4-FA93A87MB09-2B91 DA546AB8
C. Kerr-McGee will develop and implement in consultation with the Town a
Noise Mitigation and Monitoring Plan that provides for continuous
monitoring from four (4) sides of the facility at least 350 feet from the sound
wall where possible provided that approval from surrounding surface
owners can be obtained. The plan should identify site -specific noise
mitigation techniques such as dirt moving to attenuate noise, and source -
based noise mitigation. Kerr-McGee will share all information and reports
from such monitoring and modeling with the Town.
3. Lighting. Kerr-McGee will install down cast lighting or some other form of
lighting that mitigates light pollution and spill -over onto adjacent properties; provided,
however, that Kerr-McGee may still use lighting that is necessary for public and
occupational safety.
4. Road Repairs. The Parties recognize that truck traffic accessing the Identified
Well Pads may cause damage to Firestone roads and that road repairs may be needed to
mitigate such damage. Kerr-McGee will arrange for a qualified outside consultant to
perform a road impact study for all Firestone roads that are used to access an Identified
Well Pad during the Term. The consultant will conduct the first part of the study prior to
Kerr-McGee's drilling phase of operations at such Identified Well Pad and the second part
of the study after Kerr-McGee completes all drilling, completions, and reclamation
activities at such Identified Well Pad. The Parties will use these studies to determine the
extent of any damage accruing to the road during the study period. Kerr-McGee will then
promptly pay proportionate share to Firestone to repair such damage or else arrange and
pay the cost of such repairs itself based on Firestone's preference.
5. Drilling Pipe and other Large Tubulars Loading. Kerr-McGee will make all
attempts possible to avoid loading large tubulars between 10:00 pm and 7:00 am Mountain
Time.
DocuSlgn Envelope ID; Al=6C4-FA93-487MB09-2B91DA546AB8
EXHIBIT B
COOPERATIVE DEVELOPMENT AREA AND LAND CONTRIBUTION MAP
11
I, +t
i
6 is ®i.
apI
Y4 ,
kk
-
_I' p
m
Iv a
e
�
c
a, c
E
N
m IZ
4
X O
,
a rli
w
c >
c
v v C
a o o
.v
1
r
a v
2
Q > O
i
aC
)
CL
o
0
o c
a
C
0
ITT
Z�
win
If.
I
I I'
i
01
ilr
c - I
' Ti
,j IT e
�� 15 1 . i. ..
IT i
i. 01
Ir i ,� t r .
<t +
To 9 rV{ r - ��-�. - - -
t
�)
j __ a �_.
14
Too
Ell
J I UT It
t
IT I
IT
=I ITj },
•_a _ - :ltgf! 7 �jr3dv i CIt ry01 - " r _fljIt
`i
, z t .t II Vitt I r3,tr� :.
-.1 T} 1 I.l;,Ld51}Y�a
it
,
I. -
1 tea. c.. - 1p I
.t'
m
Fi
L Ty> I ,a
ITT
Rui
tr
[Fiek.41
}., p/ ( r qpy�� ; it `�'L }yrks: I ' .ILL; .ti
lit
"f 61uT3)rr a"'h,.r a �.� 3 t ee� F`. •,i
ILi��.°� rJxji. 1 a I%,t at 51;� Fr 5fff w
ITT
Is
SLSir'afmt>�a tyt Lt- '1 ITT
191-Isi 5 •' ice.
tAft1 <4 # ial a toTftb 41 a n- �
*rills -� 0 o 0
��,y� )4 N U is
r5 O U
sT,
3 �•;!• }..' d4t1�k a N Al
ii TI tj i, k i c o c w
. ,.r .1.4. �