April 18, Mr. David Schmit, County Manager Arapahoe County 5334 S. Prince Street Littleton, CO Conoco Phillips Section 6 Swan Well

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Domenic Cain
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1 April 18, 2018 Mr. David Schmit, County Manager Arapahoe County 5334 S. Prince Street Littleton, CO Re: Conoco Phillips Section 6 Swan Well Dear David, It is our understanding that Conoco Phillips has submitted to Arapahoe County a Use by Special Review for the proposed Swan Well located within Section 6 on property owned by Prosper Farms Investments, LLC. The well and associated apparatus is to be located within the Operations Area that is identified in the Surface Use Agreement ( SUA ) that has been executed between Burlington Resources Oil & Gas Company LP (aka Conoco Phillips) and Prosper Farms Investments, LLC. Extensive discussion and coordination was conducted between Conoco and Prosper to ensure that specific considerations were addressed in the SUA with regards to site location, low profile equipment, equipment color, fencing, lighting and the buffering of adjacent and proposed land uses including Watkins Farm and the proposed Prosper neighborhood that has been approved by Arapahoe County as part of the Prosper Final Development Plan and Preliminary Plat. Locations and configurations of the operations area was also determined based on drilling criteria and requirements provided by Conoco Phillips. During the Prosper Preliminary Development Plan process, Arapahoe County Planning staff encouraged Prosper to work with oil & gas companies regarding potential Operation Area locations. The intent was to evaluate locations that would meet Conoco s drilling requirements while also minimizing impacts to adjacent and proposed land uses. As illustrated on the attached, a majority of the proposed Swan Well is located within Prosper Planning Area 12 and the western edge of the Open Space buffer. This location results in a 1,022 setback from Watkins Farm as opposed to the 500 setback permitted by the COGCC. As illustrated on the attached, this 1,022 setback provides for a meaningful open space buffer between the well and Watkins Farm. Locating this Operations Area with a 1,022 setback adversely impacts approximately 27 acres of Prosper development area located within Planning Area 12. Furthermore, Prosper has allocated an additional 3.0 acres to the Operations Area to allow Conoco to construct permanent berms on the east and west side of the facility to minimize visual impacts. Prosper has also requested and Conoco has agreed to recess the pad site to the extent practical to further minimize visual impacts. Land Planning Landscape Architecture Real Estate Feasibility Development Consulting V: F: West 12 th Avenue, Suite E, Denver, Colorado

2 As outlined in the SUA, storage tanks are to be low profile and a perimeter screen fence is to be implemented along the perimeter of the pad. Permanent site lighting is also not permitted. During the Use by Special Review process that was originally initiated for this site, it was brought to Prosper s attention that Emergency Vehicle Access to Watkins Farm was a concern should 6 th Avenue be obstructed. This specific issue was discussed further at the Board of County Commissioner Prosper Final Development Plan hearing that was conducted on August 15 th, As communicated to the Commissioners at the hearing, Prosper agreed to coordinate with Conoco Phillips and the respective emergency agencies to provide an acceptable emergency vehicle access route. With the input and consent of Conoco Phillips and the respective emergency agencies, Prosper Farms Investments provided a recorded easement to provide emergency access for not only Watkins Farms but Thunder Ranches as well (see the attached exhibit). This access can be utilized by the respective emergency agencies should there be any kind of emergency within or adjacent to the communities. Arapahoe County Public Works and Bennett Fire has reviewed and accepted this emergency vehicle access alignment and location. In summary, Prosper Farms Investments has worked in good faith to address specific concerns related to setbacks, buffering and emergency access. Given our extensive investment in Prosper and the region, it is critical to our success that specific issues related to oil & gas exploration be addressed, and therefore we have worked extensively with Conoco Phillips to establish a balance to allow them to access their mineral rights while preserving the integrity of the surface and associated land uses. Furthermore, Prosper has relied on executed agreements and vested entitlements to make large financial investments and long-term business decisions for Prosper. The proposed Section 6 Swan Operations Area exceeds the COGCC requirements and is a legal site. Prosper respectfully requests, that these agreements and specifically the approved Operations Area be honored. As always, we are available to discuss any questions or comments. Respectfully, Vogel & Associates, LLC Jeffrey Vogel, AICP Principal CC: Thomas J. Ragonetti, Johnson, Robinson Neff and Ragonetti. Land Planning Landscape Architecture Real Estate Feasibility Development Consulting V: F: West 12 th Avenue, Suite E, Denver, Colorado

3 * PROSPER PARCEL OF LAND SITUATED IN SECTIONS 6 & 7 T.4S., R.64W., OF THE 6TH P.M. COUNTY OF ARAPAHOE, STATE OF COLORADO 5560 THUNDER RANCHES EMERGENCY ACCESS ROAD * * EISTING WATKINS RD PLANNING AREA ACRES OPERATIONAL AREA BERM PROSPER PROPERTY LINE * * WELLHEADS PROPOSED 6TH AVE 1022' BUILDING SETBACK WATKINS FARM UTILITY EASEMENT EISTING 6TH AVE IMBODEN STREET Scale in Feet CASE NO SECTION 6 OIL SITE Scale: 5610 Date: APRIL 19, W. 12th Avenue - Suite E Denver, Colorado (303) Revision Date:

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