At the Planning Commission hearing of March 12, 2014, Commissioner Blough moved, seconded by Commissioner Ferini, and carried by a vote of 5 to 0 to:

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2 Planning Commission Hearing of March 12, 2014 North Garey Oil and Gas Drilling and Production Plan; 11PPP , 12AMD , 12CUP Page 2 Dear Mr. Vasquez: At the Planning Commission hearing of March 12, 2014, Commissioner Blough moved, seconded by Commissioner Ferini, and carried by a vote of 5 to 0 to: 1. Make the required findings for approval of the project specified in Attachment A to the staff report dated February 20, 2014, including CEQA findings, and as amended at the March 12, 2014 hearing; 2. Adopt the Final Mitigated Negative Declaration 13NGD , included as Attachment C to the staff report dated February 20, 2014 and as amended at the March 12, 2014 hearing, and the mitigation monitoring program contained in the conditions of approval; and 3. Approve the project (11PPP , 12AMD , and 12CUP ), subject to the conditions included as Attachment B to the staff report dated February 20, 2014 and as amended at the March 12, 2014 hearing. The attached findings and conditions reflect the Planning Commission s actions of March 12, The Planning Commission s actions included the following revisions to the staff report, mitigated negative declaration, findings, and conditions of approval. Revisions to February 20, 2014 Staff Report Page 13: Water Resources: The project would use a combination of treated produced water and groundwater from the existing water well that serves the Tunnell Facilityon APN (Ardantz C & D) for drill mud make-up and steam generation. The existing well draws from the Santa Maria Groundwater Basin., which is in a state of overdraft. Condition 23 of the ODPP and CUP limits groundwater extraction from this well to less than 25 acre-feet per year, pursuant to the County s environmental impact threshold for this overdrafted basin. SR Attachment A, Finding 3.4: 3.4 There will be adequate public services, including fire protection, police protection, sewage disposal, and water supply to serve the proposed project. The North Garey project does not require installation of permanent services other than new power poles and wiring to two of the new well pad sites (Dodge A and B) to connect to the existing electrical transmission grid. Temporary portable domestic waste disposal will be used during construction and drilling. A combination of treated produced water and groundwater will be used to supply water for all phases of the project. Groundwater extraction from the existing well, which draws from the overdrafted Santa Maria Groundwater Basin, is limited to less than 25 acre-feet per year, the maximum allowed for a well in the Santa Maria Groundwater Basin. Thus, the existing water well, in combination with use of treated produced water is adequate to supply water for the project. Up to 1 new permanent employee will be onsite during operations and thus no additional permanent domestic water or sanitary services are required. As discussed in Section 6.2 of the February 20, 2014 staff report and incorporated herein by reference, the existing water well and septic system are adequate to supply water and domestic waste disposal for the project and the project is consistent with the roadway and intersection capacity component of LUDP Policy 4. Therefore, the Planning Commission finds that there will be adequate public services, including fire protection, police protection, sewage disposal, and water supply to serve the North Garey project.

3 Planning Commission Hearing of March 12, 2014 North Garey Oil and Gas Drilling and Production Plan; 11PPP , 12AMD , 12CUP Page 3 SR Attachment F: The March 12, 2014 Hearing Exhibits marked A through J supersede the site plans included in Attachment F to the February 20, 2014 staff report. Revisions to Final Mitigated Negative Declaration MND Page 71: Existing Setting: The project site is located within the rural area of the County, approximately 5 miles east of the City of Santa Maria, and adjacent to the town of Garey. The Sisquoc River is located approximately 2,800 feet east from the proposed Dias Site G well pad. No pipeline segments would cross the Sisquoc River or the unnamed tributary just south and east of the Town of Garey. However, thethe project site is not located within a flood hazard zone or area otherwise impacteds by flood waters. An existing water well on the Ardantz C and D parcel (APN ) would provide a portion of the water necessary for generating steam for the proposed wells. This well draws from the Santa Maria Groundwater Basin., which is currently in a state of overdraft. MND, Page 72: With respect to water supply, the County of Santa Barbara has established specific thresholds of significance for certain groundwater over-drafted basins, such as the San Antonio and including the Santa Maria groundwater basins. No threshold is established for a basin in a state of surplus. In an over-drafted basin, The projected new consumptive water use of a project that exceeds the calculated threshold for that particular basin is deemed a significantly adverse environmental impact (County of Santa Barbara Environmental Thresholds and Guidelines Manual, Planning and Development 2008). Groundwater would not be extracted from the Santa Maria Groundwater Basin as part of the Project. The applied threshold of significance for the Santa Maria Groundwater Basin is 25 acre-feet per year. MND Attachment 5: The resumés for biologists Paul Collins and Tom Olson attached to the March 6, 2014 memorandum to the Planning Commission are included in Attachment 5 of the Final MND. Revisions to Conditions of Approval Addition to Condition 1 of the ODPP and CUP: California tiger salamander (CTS): The project includes implementation of several mitigation measures to protect CTS from project-related activities. In furtherance of protecting CTS, PetroRock will provide a one-time contribution of $200,000 to the County dedicated to a CTS conservation bank in Santa Barbara County. The funds will be provided prior to zoning clearance by PetroRock to the County and held in trust or other similar account to be transferred to the CTS conservation bank once it is established. If a CTS conservation bank is not established within 5 years of zoning clearance issuance, the funds shall be returned to PetroRock. Revisions to North Garey ODPP Components table in Condition 1: Well Pad Name Travis Site H Well Pad Size 1.05 (new) 0.49 (existing) No. Wells 56 new and 1 existing Wells Oil; 1 Water disposal Well North Garey ODPP Project Components Permanent Equipment Pumping Units (6 5), Boiler, Portable Steam Generator Blend Tank Vapor Recovery Loading Racks Crude Tank Grading Required None Distance to Nearest Occupied Residence 1,440 feet

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5 ATTACHMENT A FINDINGS for APPROVAL North Garey Oil and Gas Drilling and Production Project 11PPP , 12CUP , and 12AMD CEQA FINDINGS (Pursuant to PRC and CEQA Guidelines 15074) 1.1 CONSIDERATION OF THE MITIGATED NEGATIVE DECLARATION AND FULL DISCLOSURE The Planning Commission has reviewed the Final Mitigated Negative Declaration (Final MND; 13NGD ) together with the comments received and considered during the public review process. The Final MND was presented to the Planning Commission and all voting members of the Planning Commission have reviewed and considered the information contained in the Final MND and its attachments prior to approving the project. In addition, all voting members of the Planning Commission have reviewed and considered testimony and additional information presented at or prior to public hearing on March 12, The Final MND reflects the independent judgment and analysis of the Planning Commission, has been completed in compliance with CEQA, and is adequate for this proposal. 1.2 FINDING OF NO SIGNIFICANT IMPACT On the basis of the whole record, including the Final MND and any comments received, the Planning Commission finds that through feasible conditions placed upon the project, the significant impacts on the environment have been eliminated or substantially mitigated and that there is no substantial evidence that the project will have a significant effect on the environment. 1.3 LOCATION OF RECORD OF PROCEEDINGS The documents and other materials which constitute the record of proceedings upon which this decision is based are in the custody of the Secretary to the Planning Commission, Planning and Development Department located at 123 East Anapamu Street, Santa Barbara, CA MITIGATION MONITORING AND REPORTING: Public Resources Code and CEQA Guidelines require the County to adopt a reporting or monitoring program for the changes to the project that it has adopted or made a condition of approval in order to avoid or substantially lessen significant effects on the environment. The approved project description for the North Garey oil production project and the permit monitoring requirements identified in the conditions of approval are hereby adopted as the reporting and monitoring program for the project. The monitoring program is designed to ensure compliance during all phases of project implementation. 2.0 OIL DRILLING AND PRODUCTION PLAN AND AMENDMENT FINDINGS Case Nos. 11PPP and 12AMD Findings required for Production Plans for onshore oil drilling and production in the Inland area. In compliance with Section of the County Land Use and Development Code, prior to the approval or conditional approval of an application for a Production Plan for oil drilling and production in the Inland area, the review authority shall first make all of the following findings: 2.1 There are no feasible alternative locations for the proposed drilling of an onshore reservoir that are less environmentally damaging. The Planning Commission finds that the North Garey project, as proposed by PetroRock, LLC and conditionally approved herein, is feasible and less environmentally damaging overall than potential alternative drilling locations in the area. The site layout confines new well pads to corners of agricultural parcels, to the extent feasible, at the request of the landowners and to reduce interference with current farming operations. Existing roadways will be used for access.

6 Attachment A - Findings Page A-2 Gathering lines will be installed primarily along existing roadways. The separation, storage and transport facilities are largely confined to the existing Tunnell Facility, thus consolidating processing and minimizing development of new structures. Thus, the project is designed to incorporate existing infrastructure, such as access roads, processing and storage to the extent feasible. The project is located within an existing state-designated oil field (Cat Canyon). Based on the foregoing, the Planning Commission finds that there are no feasible alternative locations for the North Garey oil drilling and development project that are less environmentally damaging than the project as approved herein. 2.2 Significant adverse environmental effects will be mitigated to the maximum extent feasible. Section of the February 20, 2014 staff report to the Planning Commission discusses the significant impacts that would result from implementation of the project and specific mitigation measures which have been adopted as conditions of approval to mitigate each of these impacts. Based on the analyses in the Final MND, the discussions presented in Section of the February 20, 2014 staff report, CEQA Finding 1.2 above, and as discussed at the March 12, 2014 public hearing and incorporated herein by reference, the Planning Commission finds that, with implementation of the adopted conditions of approval, potentially significant adverse impacts associated with the North Garey project will be mitigated to the maximum extent feasible. 2.3 The proposed project will not be detrimental to the health, safety, and general welfare of the neighborhood and will not be incompatible with uses of the surrounding area. Potential public health and safety risks associated with the North Garey project are discussed in Section 6.1 of the February 20, 2014 staff report and include health risks associated with combustion equipment such as the steam generator and diesel-fired engines and the introduction of new ignition sources during construction and operation that could start a structure or brush fire. The Santa Barbara County Air Pollution Control District (SBCAPCD) required preparation of a Health Risk Assessment (HRA; Final MND Attachment 4) for the project. The project HRA was provided by the applicant and reviewed and approved by SBCAPCD. This HRA concluded that the project s health risks would be below the cancer and acute and chronic health risk thresholds and would not pose a significant health risk to the surrounding community. The potential for new ignition sources to start a brush or structure fire will be mitigated through implementation of County Fire Department requirements that include onsite storage of water dedicated to fire suppression, adequate ingress and egress for emergency vehicles, and onsite fire extinguishers. The North Garey project is located within a designated rural area of existing and historical oil field development and agricultural uses (row crops). The approved project layout will minimize conversion of Prime agricultural land and will not affect continued viability of existing agricultural operations. Based on the analyses in the Final MND and as discussed in Section 6.2 of the February 20, 2014 staff report and at the March 12, 2014 public hearing and incorporated herein by reference, the Planning Commission finds that the North Garey project will not be detrimental to the health, safety, and general welfare of the neighborhood and will not be incompatible with uses of the surrounding area. 2.4 The development is in conformance with the applicable provisions of this Development Code and the Comprehensive Plan. The analysis of the North Garey project s consistency with the Comprehensive Plan in Section 6.2 of the February 20, 2014 Planning Commission staff report is incorporated herein by reference. The project s compliance with the requirements of the County s Land Use and Development Code (LUDC) in Section 6.3 of the February 20, 2014 staff report is incorporated herein by reference. As described therein and including any amendments made by the Planning Commission at the March 12, 2014 public hearing and incorporated herein by reference, the Planning Commission finds that the project is in conformance with the applicable provisions of this Development Code and the Comprehensive Plan.

7 Attachment A - Findings Page A-3 Development standards for oil and gas drilling and production are identified in Section B.1, a through l, of the LUDC. Standard c states In order to minimize the area disturbed for drilling, the drill site shall not exceed one acre in size unless the review authority finds that additional area is necessary. Six of the eight proposed new well pads will be larger than 1 acre in size and all will accommodate multiple wells. Total disturbed area devoted to well drilling and production will be approximately acres for 56 oil wells. Four of the well pads will be 1.4 acres, one will be 2.5 acres, and one will be 1.05 acres in size. The size of the well pads is necessary to consolidate the wells to the extent feasible while also minimizing overall disruption of active agricultural operations (row crops). The project design also takes advantage of existing roadways for access to the well pads which will help minimize the amount of grading required for the project. Therefore, the Planning Commission finds that the additional acreage is necessary to minimize total disturbance to existing agricultural operations. 2.5 The site is able to accommodate subsequent oil and gas production, should the proposed drilling program be successful. Oil and gas has been successfully produced from the project and surrounding areas in the past. The Tunnell Facility currently handles oil and gas production from the 19 wells on that site. The Tunnell Facility would be used to separate, store, and transport the majority of the North Garey oil production and is sized to accommodate that production. Based on successful oil and gas production in the project in the past, current capacity and operations at the Tunnell Facility, the project design, and the environmental analyses in the Final MND, the Planning Commission finds that the site is able to accommodate the North Garey project. 2.6 For projects requiring a Conditional Use Permit, the findings identified in Section (Conditional Use Permits and Minor Conditional Use Permits) shall also apply. The findings identified in Section are discussed below. 3.0 CONDITIONAL USE PERMIT FINDINGS Case No. 12CUP , North Garey ODPP within AG-I zone Findings required for all Conditional Use Permits. In compliance with Subsection E.1 of the County Land Use and Development Code, prior to the approval or conditional approval of an application for a Conditional Use Permit or Minor Conditional Use Permit the review authority shall first make all of the following findings, as applicable: 3.1 The site for the proposed project is adequate in terms of location, physical characteristics, shape, and size to accommodate the type of use and level of development proposed. The proposed well pad sites, gathering lines, and the Tunnell Facility are located within agricultural lands that have also supported oil and gas development for many years. Oil and gas development is a conditionally permitted use in agricultural zone districts in the County. The North Garey well pads will be located on relatively flat land. Existing roadways, including public roads, agricultural, and private rural roads, will provide adequate access to and from the sites. The well pads are designed to minimize grading and disturbance to ongoing agricultural operations. The majority of the North Garey production will be separated, stored and transported to market from the existing Tunnell Facility, thus consolidating these functions. The oil produced from two of the well pad sites, Dias G and Travis H, will be transported directly to the existing Phillips 66 pipeline for transport out of the County. These two sites are sized and designed to accommodate this function. Based on the project design as approved herein, and the analyses in the Final MND, the Planning Commission finds that the project site is adequate in terms of its location, physical characteristics, shape, and size to accommodate the North Garey project. 3.2 Environmental impacts. a. Within the Coastal Zone adverse environmental impacts will be mitigated to the

8 Attachment A - Findings Page A-4 maximum extent feasible. This finding is not applicable to the North Garey project. b. Within the Inland area significant environmental impacts will be mitigated to the maximum extent feasible. Section of the February 20, 2014 staff report to the Planning Commission discusses the potentially significant impacts that would result from implementation of the project and specific mitigation measures which have been adopted as conditions of approval to mitigate each of these impacts to less than significant levels. Based on the analyses in the Final MND, the discussions presented in Section of the February 20, 2014 staff report, CEQA Finding 1.2 above, and as discussed at the March 12, 2014 public hearing and incorporated herein by reference, the Planning Commission finds that, with implementation of the adopted conditions of approval, potentially significant adverse impacts associated with the North Garey project will be mitigated to the maximum extent feasible. 3.3 Streets and highways are adequate and properly designed to carry the type and quantity of traffic generated by the proposed use. Construction and drilling for the North Garey project will generate a low volume, short-term increase in truck and worker vehicle traffic. The project will generate additional oil tanker truck trips each day during operations. As discussed in Section 4.15 of the Final MND, existing roadways with adequate capacity will be used for both construction and operation of the project. The County has not identified any physical improvements that will be necessary to accommodate project-related traffic. Traffic control measures will be in place to minimize congestion as needed during construction (e.g., during equipment mobilization). Therefore, the Planning Commission finds that the existing streets and highways are adequate and properly designed to carry the type and quantity of traffic generated by construction and operation of the North Garey project. 3.4 There will be adequate public services, including fire protection, police protection, sewage disposal, and water supply to serve the proposed project. The North Garey project does not require installation of permanent services other than new power poles and wiring to two of the new well pad sites (Dodge A and B) to connect to the existing electrical transmission grid. Temporary portable domestic waste disposal will be used during construction and drilling. A combination of treated produced water and groundwater will be used to supply water for all phases of the project. Groundwater extraction from the existing well, which draws from the Santa Maria Groundwater Basin, is limited to less than 25 acre-feet per year, the maximum allowed for a well in the Santa Maria Groundwater Basin. Thus, the existing water well, in combination with use of treated produced water is adequate to supply water for the project. Up to 1 new permanent employee will be onsite during operations and thus no additional permanent domestic water or sanitary services are required. As discussed in Section 6.2 of the February 20, 2014 staff report and incorporated herein by reference, the existing water well and septic system are adequate to supply water and domestic waste disposal for the project and the project is consistent with the roadway and intersection capacity component of LUDP Policy 4. Therefore, the Planning Commission finds that there will be adequate public services, including fire protection, police protection, sewage disposal, and water supply to serve the North Garey project. 3.5 The proposed project will not be detrimental to the comfort, convenience, general welfare, health, and safety of the neighborhood and will be compatible with the surrounding area. Potential public health and safety risks associated with the North Garey project are discussed in Section 6.1 of the February 20, 2014 staff report and include health risks associated with combustion equipment such as the steam generator and diesel-fired engines and the introduction of new ignition sources during construction and operation that could start a

9 Attachment A - Findings Page A-5 structure or brush fire. The project Health Risk Assessment concluded that the project s health risks would be below the cancer and acute and chronic health risk thresholds and the SBCAPCD would not issue a permit for a project that is predicted to pose a significant health risk to the surrounding community. The potential for new ignition sources to start a brush or structure fire will be mitigated through implementation of County Fire Department requirements that include onsite storage of water dedicated to fire suppression, adequate ingress and egress for emergency vehicles, and onsite fire extinguishers. The North Garey project is located within a designated rural area of existing and historical oil field development and agricultural uses (row crops). The approved project layout will minimize conversion of Prime agricultural land and will not affect continued viability of existing agricultural operations. Based on the analyses in the Final MND and as discussed in Section 6.1 of the February 20, 2014 staff report and at the March 12, 2014 public hearing and incorporated herein by reference, the Planning Commission finds that the North Garey project will not be detrimental to the health, safety, and general welfare of the neighborhood and will be compatible with the surrounding area. 3.6 The proposed project will comply with all applicable requirements of this Development Code and the Comprehensive Plan, including any applicable community or area plan. There is no community or area plan applicable to the North Garey project. The analysis of the North Garey project s consistency with the Comprehensive Plan in Section 6.2 of the February 20, 2014 Planning Commission staff report is incorporated herein by reference. The project s compliance with the requirements of the County s Land Use and Development Code in Section 6.3 of the staff report is incorporated herein by reference. As described therein and including any amendments made by the Planning Commission at the March 12, 2014 public hearing and incorporated herein by reference, the Planning Commission finds that the project is in conformance with the applicable requirements of the Development Code and the Comprehensive Plan. Development standards for oil and gas drilling and production are identified in Section B.1, a through l, of the LUDC. Standard c states In order to minimize the area disturbed for drilling, the drill site shall not exceed one acre in size unless the review authority finds that additional area is necessary. Two of the well pads, Ardantz C and E, will be larger than 1 acre in size and both will accommodate multiple wells. Ardantz C will be 2.5 acres and Ardantz E will be 1.4 acres in size. The size of the well pads is necessary to consolidate the wells to the extent feasible while also minimizing overall disruption of active agricultural operations (row crops). The project design also takes advantage of existing roadways for access to the well pads which will help minimize the amount of grading required for the project. Therefore, the Planning Commission finds that the additional acreage is necessary to minimize, and avoid concentration of, total disturbance to existing agricultural operations. 3.7 Within Rural areas as designated on the Comprehensive Plan maps, the proposed use will be compatible with and subordinate to the rural and scenic character of the area. The project is located within a designated Rural area. The project facilities will be screened as necessary from public views and will not interfere with any scenic public vistas or other adjacent and nearby agricultural or other rural land uses. As discussed in Section 6.2 of the February 20, 2014 staff report and incorporated herein by reference, the North Garey project is consistent with Visual Resources Policy 2 of the County s Comprehensive Plan Land Use Element which addresses compatibility with the surrounding natural environment. Based on the foregoing, the Planning Commission finds that the North Garey project will be compatible with and subordinate to the agricultural, rural, and scenic character of the rural area in which it is located.

10 ATTACHMENT B.1 CONDITIONS of APPROVAL North Garey Oil Drilling and Production Plan Case No. 11PPP I. PROJECT DESCRIPTION 1. Proj Des-1 Project Description. This project is based upon and limited to compliance with the project description, the hearing exhibits dated March 12, 2014, the description reviewed in 13NGD , and all conditions of approval set forth below, including mitigation measures and specified plans and agreements included by reference, as well as all applicable County rules and regulations. The project description is as follows: Up to 56 oil wells and a water injection well, equipment storage yard, and ancillary equipment will be developed on eight new well pads and one existing well pad ranging from 0.8 acres to 2.5 acres in size (total coverage of all pads is acres). The wells will be steamed intermittently using a portable 20 MMBtu/hr steam generator that will moved from well pad to well pad as needed. Project operations and crude oil/natural gas storage and transportation will be consolidated within the existing Tunnell Facility pursuant to 12AMD to the maximum extent technically feasible. New facilities will be constructed to handle the remaining production and operations. Each well will be completed in two phases, exploration/drilling (Phase 1), and production (Phase 2). The proposed well pads are all in agricultural fields that are located within the State-designated Cat Canyon Oil Field and will be developed in accordance with the site plans included as Attachment F to the February 20, 2014 Planning Commission staff report. The following tables summarize the project components by drill site and parcel. Well Pad Name Dodge Site A Dodge Site B Well Pad Size 1.4 Acres 1.4 Acres No. Wells 4 Wells 8 Wells North Garey ODPP Project Components Permanent Equipment Pumping Units (4) Portable Steam Generator Group Separator Gas Scrubber Pumps Pumping Units (8) Portable Steam Generator Group Separator Gas Scrubber Pumps Grading Required Cut: 535 cu. yd. Fill: 477 cu. yd. (0.65 acres) Cut: 322 cu. yd. Fill: 288 cu. yd. (0.75 acres) Distance to Nearest Occupied Residence 1,240 feet 700 feet

11 Attachment B1 Conditions of Approval Page B.1-2 Well Pad Name Ardantz Site C Ardantz Site D Ardantz Site E Ardantz Site F Dias Site G Well Pad Size 2.5 Acres 0.8 Acres 1.4 Acres 0.8 Acres 1.4 Acres No. Wells 8-16 Wells 6 Wells 8-16 Wells 5 Wells 4 Wells North Garey ODPP Project Components Permanent Equipment Pumping Units (8-16), Portable Steam Generator Group Separator Gas Scrubber Pumps, Loading Rack, Vapor Recovery, Fresh Water Tank (1,500 Bbl), 2 Blend and/or Oil Tanks (1,500 Bbls) Pumping Units (6) Portable Steam Generator Group Separator Gas Scrubber Pumps Pumping Units (8-16) Portable Steam Generator Group Separator Gas Scrubber Pumps Pumping Units (5) Portable Steam Generator Group Separator Gas Scrubber Pumps Pumping Units (4) Portable Steam Generator Group Separator Gas Scrubber Pumps, Boiler, LACT Flare Oil Tank (1,000 Bbls), Wash Tank (1,000 Bbls) Blend Oil Tank (1,000 Bbls) Loading Racks Water Tank (1,000 Bbls) Grading Required Cut: 2,694 cu. yd. Fill: 2,620 cu. yd. (1.87 acres) Cut: 209 cu. yd. Fill: 211 cu. yd. (0.39 acres) Cut: 1,257 cu. yd. Fill: 1,294 cu. yd. (0.56) Cut: 509 cu. yd. Fill: 496 cu. yd. (0.38 acres) Cut: 39 cu. yd. Fill: 37 cu. yd. (1.34 acres) Distance to Nearest Occupied Residence 1,320 feet 360 feet 800 feet 400 feet 525 feet

12 Attachment B1 Conditions of Approval Page B.1-3 Well Pad Name Travis Site H Ardantz Yard I Well Pad Size 1.05 (new) 0.49 (existin g) 1.0 Acre No. Wells 6 new and 1 existing Wells 1 water disposal well North Garey ODPP Project Components Permanent Equipment Pumping Units (6), Boiler, Portable Steam Generator Blend Tank Vapor Recovery Loading Racks Crude Tank None Grading Required Distance to Nearest Occupied Residence 1,440 feet N/A Storage Yard None >1,000 feet Note: The number of wells per well pad is flexible, but the total number of new oil wells shall not exceed 56. Phase I -- Drilling/Construction Drilling Operations: Drilling operations will involve a drill rig that is approximately 100 ft. in height and capable of drilling to a depth of approximately 3,500 feet. The drilling process will temporarily occupy a 100 x 200 footprint within each pad location. Metal storage containers will be used to temporarily store drill cuttings. A temporary water tank will be on-site for dedicated fire protection purposes. No sumps will be dug onsite. A silt fence will surround the perimeter of each site during the drilling and construction phase as a precautionary avoidance measure for the California Tiger Salamander. Each individual well will take between four and ten days to drill and complete. Wells will be drilled in different multi-well phases with no more than 30 wells drilled in any given year. Drilling fluids will be separated from drill cuttings and trucked offsite. Drill cuttings will be mixed with Solibond (a non-hazardous agent that dehydrates and solidifies drill cuttings) and either used for berm material or hauled to a landfill. During drilling, each well will require approximately 83.3 barrels of fresh water per day, or approximately 300 barrels total. A combination of fresh groundwater from the existing on-site water well and purified produced water will be used for drill mud. For day-to-day operations, water from the existing onsite fresh water well will be used intermittently to make steam. Produced water will also be combined with the fresh water to make both steam and drill mud. Daily Operations: During construction of the well pads and facilities, contract construction employees will be onsite normally between the hours of 7:00 am and 4:00 pm daily. Contract construction employees will include welders, pipefitters, roustabouts, instrumentation and electrical technicians, backhoe operators, tank fabricators, and a site manager. Construction of each pad is expected to take between one and four months and the total number of contract employees on site will vary from one to ten depending on work being conducted. Drilling will operate 24 hours per day, seven days per week while the rig is at the site. A PetroRock employee will be onsite at all times to oversee contractors. Employees: During drilling activities, a site Supervisor directly employed by PetroRock will be on location 24 hours per day. Signage will be posted at the entrance to the site denoting no trespassing and visitors requirement to check-in with the Supervisor. While drilling, two tours of contract employees will be used. The tours will be composed of 7 to 10 employees on 12-hour shifts with one tour starting at 12 noon, and the other beginning at 12 midnight. Once the wells are under production, it is expected that one additional full time contract employee will be added to (and based at) the existing Tunnell Facility, where the employees generally work from 7:00 am

13 Attachment B1 Conditions of Approval Page B.1-4 to 4:00 pm daily. Contractors will continue to be used at the Tunnell Facility as directed by the operator. Truck Trips: Daily truck trips associated with the drilling/construction phase will include estimated peak hour trips for site preparation and estimated peak hour trips for drilling. The majority of the site preparation truck traffic will remain on the well pad locations, and within the private agricultural roads that link the proposed well pad locations. Project-related daily traffic along Foxen Canyon Road will consist of employees/contractors coming to and from the job site and the delivery of materials. Parking will be provided for the project-related vehicles at the Tunnell Facility. Temporary parking will occur at each pad or the Ardantz storage yard as part of the day-to-day operation or due to special projects. Ingress to and egress from the well pads will occur via existing private roads that connect off Foxen Canyon Road. The well pads will be interconnected via existing private agriculture and oil roads that are either paved, dirt, or road base. Phase II: Production Oil Wells: Following completion of drilling for each well, a well-servicing rig will equip the wells with tubing, rods, and a down-hole pump. The wells will be equipped with surface equipment to move the rod strings and power the down-hole pumps. The wells will be equipped with either a conventional counter-balanced rod pumping unit installed on 6 x 30 pads adjacent to each well or with smaller profile, progressive cavity pump systems or other small profile electric pumping units. The majority of electricity will be provided by existing power poles remaining from previous oil field operations. Sites A&B will require new power poles installed within the private agricultural roads and will come off the main lines located on Foxen Canyon Road. Natural gas, if required as a supplement to produced gas for steam generation, will be provided by the Southern California Gas Company via pipelines located alongside existing agricultural roads. The Tunnell Facility is currently served with natural gas. The gas service will be extended along existing roads to the new pads, if sufficient produced gas is not available. When the wells are pumping, all produced fluids will be pumped from the wells, through a line heater and metering vessel on each pad, and then to the Tunnell Facility via pipelines, or to the tanks on Dias Site G. Oil production from the wells is expected to average 1,600 barrels per day when the project is completed and have an API gravity of 9. Blend oil will be added to the produced oil (via injection into the individual wells) to further reduce viscosity and make the oil ready for market. The operator s job will include, but not be limited to, the following tasks: 1) inspect and operate producing wells daily, 2) inspect and operate the water disposal system daily, 3) prepare and schedule crude oil for sale periodically, 4) inspect and operate systems supplied by third parties daily and periodically (i.e. blend oil, natural gas, electricity), and 5) inspect and operate the Tunnell Facility. The well pads will be monitored 24 hours a day, either by PetroRock employee or by remote monitoring devices, except when the equipment is being serviced. It is estimated that between 25 and 400 barrels of blend oil per day may be used in the project. In addition to being stored at the Tunnell Facility, blend oil will be transported and stored at Pads C, G, and H. Cyclic Steam Process: Due to the viscous nature of crude oil, the wells (including the existing Travis #201) will be steamed. Steaming will consist of heating water in the portable 20 MMBtu/hr steam generator and injecting this steam into a well for approximately ten days. The steam will then be allowed to soak in the well for two to seven days before the well is returned to production. This process will continue until all wells have been steamed, after which the cycle may be repeated. Hydraulic fracturing is not permitted and shall not occur. Produced Water Disposal: Produced water will be treated at the Tunnell Facility and then injected into the geologic interval from which it originated, or will be used for drill mud or in the steaming operations. The Tunnell #S18WD (API ) well and the new water injection well on Travis Site H will be used for disposal of treated produced water.

14 Attachment B1 Conditions of Approval Page B.1-5 Natural Gas Production from Wells: Natural gas production from the proposed wells will be transported to the Tunnell Facility via either buried or above-ground pipelines. Once at the Tunnell Facility it will be: 1) used in existing operations, 2) flared, and/or 3) transported to an off-lease third party. Natural gas produced at Sites G and H (Dias and Travis) will be flared at Site G (Dias), or used in operations. Liquid Products Transportation: Blend oil and produced oil/water will be transported to the Tunnell Facility via gathering lines. Approximately 11,000 feet of small-diameter gathering lines will be installed to deliver petroleum product from the wells to the tank battery at the Tunnell Facility. These pipelines will be either buried to a depth of three to four feet in agricultural fields, or be placed below existing farm roads. Two crossings of Foxen Canyon Road will be bored and one crossing of Andrew Street will be trenched. Gathering pipelines will not connect to the Dias and Travis pads to the Tunnell Facility. Blend oil coming to, and produced oil coming from, the Dias and Travis pads will be transported via truck provided by off-site suppliers (approximately 1 truck every 3 days). Trucks that load saleable crude oil or deliver blend oil will drive to the appropriate loading rack to offload/load the products. Approximately 11 one-way truck trips per day will be required to transport produced oil from the project sites to the existing Phillips 66 Pipeline Pump Station on Battles Road. These trips will occur via either Dominion Rd. or Foxen Canyon Rd. from the Tunnell Facility. Well Abandonment: Consistent with both County and State Division of Oil, Gas, and Geothermal Resources (DOGGR) regulations, wells that are permanently disconnected from the oil production gathering and treating system will be permanently abandoned and the ground restored to regulatory requirements. In addition to the requirements for abandonment and removal of equipment in County Code Chapter 25 (Oil and Petroleum Wells) Sections (Abandonment procedure) and (Removal of equipment), upon well abandonment, graded pads will be cleared of debris and any facility items including tanks, vessels, and pipelines. Soil remediation, if necessary, will occur as directed by DOGGR and/or the County. Re-contouring of areas will occur as directed by DOGGR and/or the County. New Agricultural (Loafing Shed) Buildings: The project includes the construction of five new agricultural buildings to the east and south of well pads Ardantz D and F for the purposes of visual screening. The two buildings to the east of Site D will be built immediately after well site D is constructed. PetroRock, LLC will bond for the construction of the three agricultural buildings to the east and south of well site F in the event the existing dilapidated residence in this location is demolished, collapses, or otherwise no longer provides effective screening, and shall construct these buildings when directed to do so by the County. California tiger salamander (CTS): The project includes implementation of several mitigation measures to protect CTS from project-related activities. In furtherance of protecting CTS, PetroRock will provide a one-time contribution of $200,000 to the County dedicated to a CTS conservation bank in Santa Barbara County. The funds will be provided prior to zoning clearance by PetroRock to the County and held in trust or other similar account to be transferred to the CTS conservation bank once it is established. If a CTS conservation bank is not established within 5 years of zoning clearance issuance, the funds shall be returned to PetroRock. Any deviations from the project description, exhibits or conditions must be reviewed and approved by the County for conformity with this approval. Deviations may require approved changes to the permit and/or further environmental review. Deviations without the abovedescribed approval will constitute a violation of permit approval. 2. Proj Des-2 Project Conformity. The grading, development, use, and maintenance of the property, the size, shape, arrangement, and location of the structures, parking areas and landscape areas, and the protection and preservation of resources shall conform to the project

15 Attachment B1 Conditions of Approval Page B.1-6 description above and the hearing exhibits and conditions of approval. The property and any portions thereof shall be sold, leased or financed in compliance with this project description and the approved hearing exhibits and conditions of approval thereto. All plans (such as Landscape and Erosion Control Plans) must be submitted for review and approval and shall be implemented as approved by the County. II. MITIGATION MEASURES FROM 13NGD Special Aest-1 Fencing and Exterior Colors. Fencing surrounding Drill Sites A, B, D and F shall be avoided or minimized. In addition, above-ground structures, including any permanent fencing, shall be painted a muted earth tone color (i.e., dark brown or dark green) to blend with the bluff vegetation in the background. TIMING: Prior to Zoning Clearance issuance, the Owner/Applicant shall submit the proposed colors and materials for fencing to P&D for review and approval by P&D. MONITORING: Prior to final inspection, P&D staff will conduct a site visit to verify conformance. 4. Special Aest-2 Construction/Drilling Lighting. All nighttime construction lighting shall be shielded and directed away from the Town of Garey and away from any residential uses. Any nighttime lighting over and above that which is required by a state or federal occupational safety agency is prohibited. PLAN REQUIREMENTS: This requirement shall be noted on construction drawings and on the Zoning Clearance. TIMING: Lighting shall be installed in compliance with this measure throughout construction/drilling. MONITORING: P&D will review plans submitted for a Zoning Clearance and shall field inspect to ensure compliance. 5. Special Aest-3 Operational Lighting. The Owner/Applicant shall ensure that all exterior night lighting installed within the drill sites is minimized, of low intensity, low glare design, and hooded to direct light downward and prevent spill-over lighting beyond the well sites. The Owner/Applicant shall install timers or otherwise ensure lights are dimmed after 10 p.m. PLAN REQUIREMENTS: The Owner/Applicant shall develop a Lighting Plan for P&D approval incorporating these requirements and showing locations and height of all exterior lighting fixtures with arrows showing the direction of light being cast by each fixture. The Plan shall also show details of proposed light fixtures and how lighting will be hooded, shielded and directed downward. TIMING: The Lighting Plan shall be approved prior to Zoning Clearance issuance. Lighting shall be installed in compliance with the P&D-approved Lighting Plan prior to Final Building Inspection Clearance. MONITORING: P&D will review plans submitted for a Zoning Clearance and shall field inspect to ensure compliance. 6. Special Aest-4 Screening Buildings. In addition to having approved fencing, exterior colors and lighting, Drill Sites D and F shall be screened with buildings of an agricultural/rural character. The existing residential building is sufficient for screening in the short term at Site F. However, the existing residence is deteriorating and will eventually need to be replaced. The replacement buildings shall be two (2) 24 (w) x 15 ; (h) and 12 (depth) loafing sheds, barns or similar agricultural buildings not used for human occupancy. Financial assurances acceptable to the Director of Planning and Development shall be posted with the Planning and Development Department in an amount sufficient to construct the replacement structures prior to the issuance of a Zoning Clearance for Drill Site F and the new structures shall be built within three (3) months of the Owner/Applicant receiving a notice from P&D that the replacement structures are required. In addition, the Owner/Applicant shall construct three (3)

16 Attachment B1 Conditions of Approval Page B.1-7 additional and larger agricultural buildings of approximately 36 (w) x 15 (h) x 12 (depth), for screening at Site D. These structures shall be built prior to the issuance of a Zoning Clearance for Site D. The precise location, size, height, colors and materials shall be subject to prior review and approval by P&D. PLAN REQUIREMENTS/ TIMING: Prior to Zoning Clearance issuance for Site F, the Owner/Applicant shall post a financial assurance acceptable to the Director to guarantee installation of the future replacement structures for screening purposes. Prior to the Zoning Clearance for Site D, the three (3) new agricultural buildings shall be built. MONITORING: P&D staff will ensure that the required financial assurance is posted with the County prior to Zoning Clearance and that new buildings are installed upon removal of the existing building and shall ensure that they are maintained for the life of the project based on periodic P&D site inspections. 7. Special Aest-5 Landscape and Irrigation Plan. The Owner/Applicant shall prepare a Landscape and Irrigation Plan designed to screen Drill Sites A, B, D, F and H (Travis) from public view (Orcutt-Garey Road, Foxen Canyon Road, and Town of Garey). PLAN REQUIREMENTS: The plan shall include the following: a. An agreement by the Owner to install required landscaping prior to final clearance. b. An agreement by the Owner to maintain required landscaping for the life of the project. c. Securities posted by the Owner for installation and maintenance securities to ensure successful implementation of this plan by P&D if the Owner fails to do so. d. All landscape shall be with approved fire-resistant/retardant plantings. e. Project landscaping shall be compatible with the character of the surroundings (i.e., landscaping should not shade, or shed, or encroach onto row crops or otherwise conflict with agricultural operations). f. This landscaping shall be vertical, densely planted with large plant specimens. g. A prohibition on invasive species. TIMING: The Owner/Applicant shall submit the Plan to P&D for review & approval prior to Zoning Clearance. MONITORING: Throughout the life of the project, P&D compliance staff shall conduct occasional site visits to ensure that all required components of the approved plan are in place, effective, and well-maintained. 8. Special Air-1 Dust Control. The Owner/Applicant shall comply with the following dust control components at all times including weekends and holidays: a. Dust generated by the development activities shall be kept to a minimum with a goal of retaining dust on the site. b. During clearing, grading, earth moving, excavation, or transportation of cut or fill materials, use water trucks or sprinkler systems to prevent dust from leaving the site and to create a crust after each day s activities cease. c. During construction, use water trucks or sprinkler systems to keep all areas of vehicle movement damp enough to prevent dust from leaving the site. d. Wet down the construction area after work is completed for the day and whenever wind exceeds 15 mph. e. When wind exceeds 15 mph, have site watered at least once each day including weekends and/or holidays. f. Order increased watering as necessary to prevent transport of dust off-site.

17 Attachment B1 Conditions of Approval Page B.1-8 g. Cover soil stockpiled for more than two days or treat with soil binders to prevent dust generation. Reapply as needed. h. If the site is graded and left undeveloped for over four weeks, the Owner/Applicant shall immediately: 1. Seed and water to re-vegetate graded areas; and/or 2. Spread soil binders; and/or 3. Employ any other method(s) deemed appropriate by P&D or APCD. PLAN REQUIREMENTS: These dust control requirements shall be noted on all grading and building plans. PRE-CONSTRUCTION REQUIREMENTS: The contractor or builder shall provide P&D monitoring staff and APCD with the name and contact information for an assigned onsite dust control monitor(s) who has the responsibility to: a. Assure all dust control requirements are complied with including those covering weekends and holidays. b. Order increased watering as necessary to prevent transport of dust offsite. c. Attend the pre-construction meeting. TIMING: The dust monitor shall be designated prior to approval of Zoning Clearance. The dust control components apply from the beginning of any grading or construction throughout all development activities until Final Building Inspection Clearance is issued and any required landscaping is successfully installed. MONITORING: P&D processing planner shall ensure measures are on plans. P&D grading and building inspectors shall spot check; Grading and Building shall ensure compliance onsite. APCD inspectors shall respond to nuisance complaints. 9. Special Air-2 Odor Minimization and Diesel Particulate and NOx Emission Measures. The Owner/Applicant shall develop an Odor Minimization Plan. The Odor Minimization Plan shall address potential sources of odors from all oil field equipment, including wells and drilling operation, and measures to reduce or eliminate these odors (e.g., containment, design modifications, carbon canisters). The Plan shall address issues such as facility information, buffer zones, signs with contact information, logs of odor complaints, the protocol for handling odor complaints and odor event investigations and methods instituted to prevent a reoccurrence. In addition, the following measures shall be implemented at all times: a. Limit onsite diesel truck/equipment idling to less than 5 minutes. b. All portable diesel-powered equipment shall be registered with the state s portable equipment registration program or shall obtain an APCD permit. PLAN REQUIREMENTS AND TIMING: The Odor Minimization Plan shall be submitted to P&D for review and approval prior to issuance of a Zoning Clearance. MONITORING: P&D monitoring staff and APCD shall ensure compliance during field inspections. APCD inspectors shall respond to nuisance complaints. 10. Special Air-3 GHG Monitoring and Reporting. The Owner/Applicant has proposed to restrict greenhouse gas emissions associated with the North Garey Project to 9,645 MTCO2e per year for stationary sources. Approximately 1,482 MTCO2e/yr of these stationary source emissions will occur as a result of equipment use at the Tunnell Facility for the North Garey project. Accordingly, the Owner/Applicant shall monitor and report greenhouse gas emissions associated with the North Garey Project and such emissions shall not exceed 8,163 MTCO2e/yr

18 Attachment B1 Conditions of Approval Page B.1-9 for stationary sources. Exceedance of this limit shall constitute a violation of this permit and a Notice of Violation will be issued. PLAN REQUIREMENTS AND TIMING: The Owner/Applicant shall submit a GHG Monitoring and Reporting Plan for the North Garey project to P&D and the APCD for review and approval prior to issuance of the Zoning Clearance. Operational GHG emissions from stationary and mobile sources shall be quantified and reported to P&D and the APCD by March 1 for the previous calendar year. The GHG emissions generated at the Tunnell Facility in support of the North Garey project shall be included in the monitoring and reporting plan for that Facility. For any emissions sources subject to the California Cap-and-Trade Regulation and the Mandatory Reporting Rule, emissions reporting to the County shall follow the same reporting format and procedures as required by those programs. MONITORING: P&D and APCD compliance staff shall review reports to verify compliance. 11. Special Bio-1 Nesting Season Restrictions: If construction activities occur within nesting bird season (i.e., March 15 to August 15), a qualified biologist shall perform pre-activity, nestingbird surveys to determine if breeding/nesting birds are present within the Project area. If an active nest of a common migratory or resident bird species is located, a 300-foot buffer (i.e. nowork zone) or greater shall be implemented as determined by a County-approved biologist. In the event that an active nest of any raptor or other special status breeding birds is observed within the construction work areas or within 500 feet of these areas, the Owner/Applicant shall delay construction work until (a) after September 15; or (b) until continued monitoring demonstrates that the nest is vacated and juveniles have fledged; or (c) a buffer zone sufficient to prevent disturbance of nesting activities, as determined by P&D in consultation with California Department of Fish and Wildlife (CDFW) and/or U.S. Fish and Wildlife Service as appropriate, is implemented. Results of the surveys shall be provided to the County and CDFW and shall include a description of any nests located and the measures implemented to avoid the nest sites. PLAN REQUIREMENTS: This condition shall be printed on project plans and submitted to P&D for approval prior to issuance of the Zoning Clearance. TIMING: Nesting bird surveys shall be performed by a P&D-qualified biologist a minimum of 48 hours prior to project implementation. Results of each survey shall be submitted to P&D in a letter report within 7 days of survey completion. MONITORING: inspections. P&D compliance staff shall verify compliance during periodic site 12. Special Bio-2 CTS Protection. The following measures shall be fully implemented to avoid, minimize and mitigate potential adverse effects to California tiger salamander within the North Garey Project areas: A. Worker Education. Prior to construction, all workers shall receive training on identification and avoidance of small mammal burrows that could provide refuge for the California tiger salamander and other protected wildlife species. This training shall be developed and conducted by a County-approved wildlife biologist and shall discuss CTS, avoidance measures and site rules to avoid impacts to CTS. Limits of work areas and designated access routes and staging areas shall be reviewed. PLAN REQUIREMENT AND TIMING: The Permittee shall provide an outline of the training to P&D for approval prior to issuance of a Zoning Clearance. The biologist shall conduct trainings as necessary during the project construction period to ensure that all onsite workers receive the training. MONITORING: The Permittee shall provide evidence to P&D of completion of all worker trainings

19 Attachment B1 Conditions of Approval Page B.1-10 B. Work Areas. The following measures shall be implemented during construction/drilling: All Project work areas shall be approved by the Project Engineer in consultation with a P&D-approved biologist and clearly marked in the field to prevent impacts outside of the designated work areas. The Permittee shall ensure that temporary construction fencing is installed around well pad sites to divert movement of California tiger salamander and/or red-legged frog onto the site during construction/drilling. No new areas of disturbance for lay down areas, parking, staging, or other support areas shall be developed. Previously disturbed areas shall be employed to the extent feasible to support these work zones. All concrete and asphalt debris shall be removed from the sites for recycling or proper disposal. Materials shall not be placed outside of the work zones and left for future disposal. If materials are re-used at the project sites, stockpiles shall be placed within the work zones in areas previously disturbed and free of small mammal burrows. All trenches, pits, and holes shall be backfilled or covered at the end of each work day to prevent pit falls or entrapment to wildlife. TIMING: Work area measures shall be implemented throughout construction and drilling. MONITORING: P&D shall conduct periodic site inspections during construction and drilling. C. Seasonal Drilling Restriction. To reduce the potential for impacts to migrating CTS, well drilling at the Ardantz E, Ardantz F, and Travis H sites shall occur during the dry season (April 15 to November 1). PLAN REQUIREMENTS and TIMING: This measure shall be shown on implemented during drilling at well pads E, F, and H. MONITORING: P&D shall ensure compliance during periodic site inspections. D. Biologist Monitoring: Prior to ground disturbance or other construction activities, a wildlife biologist approved by the County and with permit authority granted by USFWS and CDFW shall: Conduct pre-construction surveys for small mammal burrows within the disturbance area and a 30-foot buffer in areas that are within the potential dispersal area of known CTS ponds and for the presence of California tiger salamander (CTS) (and/or other state- or federally-listed wildlife species). The biologist shall document and remove CTS individuals encountered to suitable habitat outside the area of potential impact. The small mammal burrows shall be identified and marked. Identified burrows shall be surveyed with a fiber-optic burrow scope and once the burrow is deemed to be vacant, it shall be dug by hand. Monitor all construction-related ground disturbing activities to at least the upper 18 inches of soil within 1.3 miles of known CTS ponds. The work zone(s) shall be regularly monitored by the biologist to ensure that CTS do not enter areas where they would be exposed to hazards. If a California tiger salamander is found during any surveys or during construction, all construction work shall cease in that area and the CDFW and USFWS shall by contacted. Following notification to CDFW and USFWS, the CTS shall be relocated pursuant CDFW/USFWS requirements to a nearby burrow beyond the disturbance footprint. TIMING: The biologist shall conduct the pre-construction survey and any necessary relocation of CTS individuals not more than 48 hours before initiation of the

20 Attachment B1 Conditions of Approval Page B.1-11 construction/disturbance activity and shall monitor disturbed areas periodically as necessary during construction/drilling. MONITORING: The biologist shall document the pre-construction survey, any CTS relocations, and construction monitoring in daily field notes and in a summary report to P&D submitted bi-weekly during construction/drilling. 13. Special Geo-1 Erosion and Sediment Control Plan. Where required by the latest edition of the California Green Code and/or Chapter 14 of the Santa Barbara County Code, a Storm Water Pollution Prevention Plan (SWPPP), Storm Water Management Plan (SWMP) and/or an Erosion and Sediment Control Plan (ESCP) shall be implemented as part of the project. Grading and erosion and sediment control plans shall be designed to minimize erosion during construction and shall be implemented for the duration of the grading period and until re-graded areas have been stabilized by structures, long-term erosion control measures or permanent landscaping. The Owner/Applicant shall submit a SWPPP, SWMP (or ESCP) using Best Management Practices (BMP) designed to stabilize the site, protect natural watercourses/creeks, prevent erosion, convey storm water runoff to existing drainage systems keeping contaminants and sediments onsite. The SWPPP or ESCP shall be a part of the Grading Plan submittal and will be reviewed for its technical merits by P&D. Information on Erosion Control requirements can be found on the County web site re: Grading Ordinance Chapter 14 ( refer to Sections 14.9 and 14.29); and in the California Green Code for SWPPP (projects < 1 acre) and/or SWMP requirements. PLAN REQUIREMENTS: The grading and SWPPP, SWMP and/or ESCP shall be submitted for review and approved by P&D prior to issuance of a Zoning Clearance. The plan shall be designed to address erosion, sediment and pollution control during all phases of development of the site until all disturbed areas are permanently stabilized. TIMING: The SWPPP requirements shall be implemented prior to the commencement of grading and throughout the year. The ESCP/SWMP requirements shall be implemented between November 1 st and April 15 th of each year, except that pollution control measures shall be implemented year-round. MONITORING: P&D staff shall perform site inspections throughout the construction phase and periodically inspect for any long-term erosion control measures during operations. 14. Special Risk-1. Measures to Ensure Low Risk. The project shall include the following precautionary measures to protect against risk associated with vandalism, vehicle impacts and spills: The drill sites shall be secured by fencing where visually compatible, and gates shall open and close automatically; Landscaping near the drill sites shall be non-climbable; Emergency contact information and site access limitations shall be posted at the site; Gas lines shall be placed away from roadways to the extent feasible and vehicle barriers (i.e., bollards) shall be constructed around exposed gas lines; All gas lines outside of well pads shall be operated at low pressures (less than 100 psi) to reduce impacts of a release; Drill pads shall be surrounded by berming that is engineered to contain the largest possible spill. Berms shall not contain drill cuttings;

21 Attachment B1 Conditions of Approval Page B.1-12 All wells and tanks shall be a minimum of 100 feet from Foxen Canyon Road to limit potential vehicle impacts and minimize the potential that spills or leaks could impact the public roadway. PLAN REQUIREMENTS and TIMING: The requirements listed above shall be shown on grading/building plans which shall be submitted to P&D for review and approval prior to issuance of the Zoning Clearance. MONITORING: P&D staff shall perform site inspections throughout the construction phase. 15. Special Risk-2. No Pressure in Gas Lines at Travis. The Owner/Applicant shall: (a) design and operate the produced and natural gas system at the Travis Site in a vacuum from the Tunnell area so that the above-ground gas pipes do not operate under pressure; (b) place all pressurized pipes underground; or (c) protect all above-ground pressurized pipes from being impacted by vehicles through the use of walls, fencing or other barricade(s). PLAN REQUIREMENTS: The requirement for a vacuum design at Travis shall be noted and shown on plans submitted for a Zoning Clearance. TIMING: Plans shall be submitted to P&D for review and approval prior to issuance of the Zoning Clearance. MONITORING: During construction and at final inspection, P&D staff shall perform site inspections to verify that the gas lines at Travis and between Travis and Tunnell, are designed so as to not operate under pressure. 16. Special Risk foot well setback. To reduce the potential for off-site impacts from well upsets, no oil and gas wells shall be located within 150 feet of a sensitive receptor. PLAN REQUIREMENTS: The 150-foot setback (measured from the well itself and not from the outer boundaries of the lease area) shall be noted and shown on plans submitted for a Zoning Clearance, and the Zoning Clearance shall include a condition requiring observance of the 150-foot setback. TIMING: Plans shall be submitted to and approved by P&D prior to issuance of a Zoning Clearance. MONITORING: P&D shall conduct site inspection during construction and periodically during operations 17. Special Noise-1. Grading and Site Preparation. The Owner/Applicant, including all contractors and subcontractors shall limit construction activity (including staging of construction crews) during initial grading and site preparation to the hours between 7:30 a.m. and 4:30 p.m., Monday through Friday. No construction shall occur on weekends or State holidays. Non-noise generating construction activities such as electrical, and painting (depending on compressor noise levels) are not subject to these restrictions. Any subsequent amendment to the Comprehensive General Plan, applicable Community or Specific Plan, or Zoning Code noise standard upon which these construction hours are based shall supersede the hours stated herein. This mitigation measure does not apply to well drilling, which must occur 24 hours per day. PLAN REQUIREMENTS: The Owner/Applicant shall provide and post two signs stating these restrictions at construction site entries. TIMING: Signs shall be posted prior to commencement of construction and maintained throughout construction. MONITORING: The Owner/Applicant shall demonstrate that required signs are posted prior to grading/building permit issuance and pre-construction meeting. Building inspectors and permit compliance staff shall spot check and respond to complaints. 18. Special Noise-2 Well Drilling. Well drilling may occur 24 hours a day and seven days a week subject to the requirements detailed in the Behrens and Associates April 17, 2013 reports (Final MND Attachment 7), including:

22 Attachment B1 Conditions of Approval Page B.1-13 Sites B, D, and F shall be surrounded on the north, east and south sides by a 24 high sound wall; Sites D and F shall have an 8 high wall installed around each mud pump and a 12 sound barrier around the generator; Site D shall have an additional 10 high wall around the rig floor engine; Site G shall be surrounded on the north, west and south sides by a 24 high sound wall. PLAN REQUIREMENTS: The Owner/Applicant shall note these requirements on the zoning clearance/grading/building permit plans. TIMING: Required sound barriers shall be installed around each well site prior to the start of drilling activities on well site and shall be maintained throughout drilling at that well site. MONITORING: It is the Owner/Applicant s responsibility to ensure that mitigation measures are adequate and effective. At anytime during the life of the project, the County may conduct (by way of a contract with an independent noise consultant) periodic sound level surveys to verify that sound levels are being kept below significance thresholds. The Owner/Applicant shall be responsible for the costs of the surveys and shall immediately add or modify mitigation measures if required. Likewise, the Owner/Applicant may demonstrate (by way of a contract between the County and an independent noise consultant selected by the County) that reduced mitigation measures will provide equivalent noise reduction. These requirements shall be noted on the Zoning Clearance and grading/building plans and the installation of required noise barriers shall be verified by P&D prior to the issuance of a Zoning Clearance. Building inspectors and permit compliance staff also shall spot check and respond to complaints. 19. Special Noise-3 Operational Noise. Prior to its use on Sites D and F, the steam generator shall be surrounded on the south, east and north sides by 12 high sound barriers and at Site G, the steam generator shall be surrounded by 12 high sound barriers on the south, west and north sides, as described in the Behrens and Associates April 17, 2013 reports (Final MND Attachment 7). Said barriers shall remain in place at all times that the generator(s) is in use. It is the Owner/Applicant s responsibility to ensure that mitigation measures are adequate and effective. At anytime during the life of the project, the County may conduct (by way of a contract with an independent noise consultant) periodic sound level surveys to verify that sound levels are being kept below significance thresholds. The Owner/Applicant shall be responsible for the costs of the surveys and shall immediately add or modify mitigation measures if required. PLAN REQUIREMENTS: The Owner/Applicant shall note the plan and monitoring requirements on the Zoning Clearance and grading/building plans. TIMING: Required sound barriers shall be installed around each well site prior to the start of steam generator operation on well site and shall be maintained throughout steam generator use at that well site. MONITORING: P&D shall verify installation of required noise barriers in the field prior to operation of the steam generator at the site. Building inspectors and permit compliance staff shall spot check the drill site and respond to complaints during well steaming. 20. Special Traffic-1 Traffic Management Plan. The Owner/Applicant shall prepare a Traffic Management Plan (TMP) for submittal to the County of Santa Barbara for review and approval. The purpose of the TMP is to address potential hazards and congestion associated with construction traffic. The TMP shall include, but not be limited to, the following: a. Location of flagmen on Foxen Canyon Road to direct traffic during move-in and move-out activities. b. Designation of a Transportation Coordinator who will manage transportation programs for the project and serve as the contact person for transportation-related issues. The Coordinator shall be available during normal working hours. The Transportation Coordinator s name and contact information shall be submitted to P&D.

23 Attachment B1 Conditions of Approval Page B.1-14 c. Advance notification of residents, emergency providers, and hospitals when roads maybe partially or completely closed. d. Protocols for passage of emergency vehicles. e. Maintenance and restoration of public and private roads affected by construction traffic. f. Coordination of construction traffic during agricultural harvest periods with affected growers. g. Safety briefings for drivers of project-related vehicles. PLAN REQUIREMENTS AND TIMING: Provisions of the TMP shall be noted on building plans. The Owner/Applicant shall submit the TMP to P&D for review and approval prior to issuance of the Zoning Clearance. TMP requirements shall be in force throughout all construction phases. MONITORING: P&D staff shall ensure that required measures are included in the TMP and plans and shall verify compliance with the TMP requirements throughout construction. 21. Special Traffic-2 Truck Operation Hours and Routes. Trucks associated with construction, drilling, and operations shall not traverse residential areas between the hours of 9 p.m. and 7:00 a.m. except in an emergency as determined by the County Sheriff, Fire Department, or Petroleum Administrator. Oil tanker trucks travelling to and from the Tunnell Facility shall be directed toward Dominion Road and shall not use Foxen Canyon Road through the town of Garey. PLAN REQUIREMENTS AND TIMING: Throughout all phases of the project, the Owner/Applicant shall inform all contractors and sub-contractors of the night-time and oil tanker truck route restrictions and shall post a legible sign in a location visible to the public with the name and telephone number of a contact for registering complaints. Complaints received and documentation of corrective action taken shall be transmitted to P&D within 24 hours of receipt. MONITORING: P&D staff shall review documentation of corrective actions and respond to complaints. 22. Special Wat-1 NPDES Permit and Storm Water BMPs. To minimize pollutants impacting downstream waterbodies or habitat, all construction and operations areas (i.e., the drill sites and storage yard) and associated roadways shall be designed to minimize erosion and degradation of stormwater quality. Because the project exceeds one acre in size, an NPDES Construction General Permit is required. Construction shall be conducted in accordance with an approved Construction Storm Water Pollution Prevention Plan (SWPPP). Best Management Practices (BMPs) such as landscaped areas for infiltration (vegetated filter strips, bioswales, or bioretention areas), designed in accordance with the California Stormwater BMP Handbook for New Development and Redevelopment (California Stormwater Quality Association) or other approved method shall be installed to intercept and remove pollutants prior to discharging the stormwater off-site. The BMPs selected shall be maintained in working order. The Owner/Applicant is responsible for the maintenance and operation of all improvements and shall maintain annual maintenance records. A maintenance program shall be specified in an inspection and maintenance plan and include maintenance inspections. Long-term maintenance shall be the responsibility of the Owner/Applicant. A maintenance plan and maintenance agreement shall be submitted to P&D and Public Works staff for review and approval prior to the issuance of a Zoning Clearance. BMP maintenance is required for the life of the project and transfer of this responsibility is required for any subsequent sale of the project/property. The condition of transfer shall include a provision that the project/property owner conduct maintenance inspection at least once a year and retain proof of inspections. PLAN REQUIREMENTS: The BMPs shall be described and detailed on the site, grading and drainage and landscape plans, and depicted graphically. The location and type of BMP shall be shown on the site, building and grading plans. TIMING: The plans and maintenance

24 Attachment B1 Conditions of Approval Page B.1-15 program/agreement shall be submitted to P&D for approval prior to the issuance of a Zoning Clearance. MONITORING: P&D and Public Works Project Clean Water compliance monitoring staff shall site inspect to ensure that installations are consistent with approved plans prior to Final Building Inspection Clearance. The Owner/Applicant shall make annual maintenance records available for review by P&D upon request. 23. Special Wat-2 Groundwater Usage. The Owner/Applicant shall ensure that project-related groundwater extraction does not exceed 25 acre feet per year, measured on an annual basis. The Owner/Applicant shall provide to P&D quarterly water usage monitoring reports based on meter readings. PLAN REQUIREMENTS: This requirement shall be noted on plans submitted for Zoning Clearance. TIMING: The plans shall be submitted to P&D for approval prior to the issuance of a Zoning Clearance. Water usage reports shall be submitted to P&D each quarter throughout construction and operation. MONITORING: P&D compliance monitoring staff shall review quarterly water usage monitoring reports to ensure that the 25 acre feet per year threshold is not exceeded. III. COUNTY RULES & REGULATIONS / LEGAL REQUIREMENTS 24. Rules-03 Additional Permits Required. The use and/or construction of any structures or improvements authorized by this approval shall not commence until the all necessary planning and building permits are obtained. Before any Permit will be issued by Planning and Development, the Owner/Applicant must obtain written clearance from all departments having conditions; such clearance shall indicate that the Owner/Applicant has satisfied all preconstruction conditions. A form for such clearance is available from Planning and Development. 25. Rules-05 Acceptance of Conditions. The Owner/Applicant s acceptance of this permit and/or commencement of use, construction and/or operations under this permit shall be deemed acceptance of all conditions of this permit by the Owner/Applicant. 26. Rules-23 Processing Fees Required. Prior to issuance of zoning clearance, the Owner/Applicant shall pay all applicable P&D permit processing fees in full as required by County ordinances and resolutions. 27. Rules-25 Signed Agreement to Comply. Prior to issuance of zoning clearance, the Owner/Applicant shall provide evidence that they have recorded a signed Agreement to Comply with Conditions that specifies that the permit Owner agrees to comply with the project description, approved exhibits and all conditions of approval. Form may be obtained from the P&D office. 28. Rules-29 Other Dept Conditions. Compliance with Departmental/Division letters required as follows: a. Fire Department dated June 24, 2011.

25 Attachment B1 Conditions of Approval Page B Rules-30 Plans Requirements. The Owner/Applicant shall ensure all applicable final conditions of approval are printed in their entirety on applicable pages of grading/construction or building plans submitted to P&D or Building and Safety Division. These shall be graphically illustrated where feasible. 30. Rules-31 Mitigation Monitoring Required. The Owner/Applicant shall ensure that the project complies with all approved plans and all project conditions including those which must be monitored after the project is built and occupied. To accomplish this, the Owner/Applicant shall: 1. Contact P&D compliance staff as soon as possible after project approval to provide the name and phone number of the future contact person for the project and give estimated dates for future project activities; 2. Pay fees prior to issuance of zoning clearance as authorized by ordinance and fee schedules to cover full costs of monitoring as described above, including costs for P&D to hire and manage outside consultants when deemed necessary by P&D staff (e.g. non-compliance situations, special monitoring needed for sensitive areas including but not limited to biologists, archaeologists) to assess damage and/or ensure compliance. In such cases, the Owner/Applicant shall comply with P&D recommendations to bring the project into compliance. The decision of the Director of P&D shall be final in the event of a dispute; 3. Note the following on each page of grading and building plans This project is subject to Mitigation Compliance Monitoring and Reporting. All aspects of project construction shall adhere to the approved plans, notes, and conditions of approval and Mitigation Measures from 13NGD Contact P&D compliance staff at least two weeks prior to commencement of construction activities to schedule an on-site pre-construction meeting to be led by P&D Compliance Monitoring staff and attended by all parties deemed necessary by P&D, including the permit issuing planner, grading and/or building inspectors, other agency staff, and key construction personnel: contractors, sub-contractors and contracted monitors among others. 31. Rules-32 Contractor and Subcontractor Notification. The Owner/Applicant shall ensure that potential contractors are aware of County requirements. Owner/Applicant shall notify all contractors and subcontractors in writing of the site rules, restrictions, and Conditions of Approval and submit a copy of the notice to P&D compliance monitoring staff. 32. Rules-33 Indemnity and Separation. The Owner/Applicant shall defend, indemnify and hold harmless the County or its agents or officers and employees from any claim, action or proceeding against the County or its agents, officers or employees, to attack, set aside, void, or annul, in whole or in part, the County's approval of this project. In the event that the County fails promptly to notify the Owner/Applicant of any such claim, action or proceeding, or that the County fails to cooperate fully in the defense of said claim, this condition shall thereafter be of no further force or effect.

26 Attachment B1 Conditions of Approval Page B.1-17

27 Attachment B1 Conditions of Approval Page B.1-18

28 Attachment B1 Conditions of Approval Page B.1-19

29 ATTACHMENT B.2 CONDITIONS of APPROVAL Rock Energy, Inc./PetroRock, LLC, Oil Drilling & Production Plan Case Nos. 08PPP , 12AMD PROJECT DESCRIPTION 1. This Oil Drilling and Production Plan, 08PPP is based upon and limited to compliance with the project description, the Planning Commission s Hearing Exhibits marked Exhibit No.1, dated January 20, 2010, the approved Site Plan (March 12, 2014 Planning Commission hearing Exhibit J), and conditions of approval set forth below. Any deviations from the project description, exhibits, or conditions of approval must be reviewed and approved by the Planning Commission for conformity with this approval. Deviations may require modification to the permit and/or further environmental review. Deviations without the above described approval would constitute a violation of permit approval. The following project description reflects that of 08PPP as modified by 12AMD The project description is as follows: The is an exploratory oil drilling and production plan consisting of 19 wells known as Tunnell Lease located within the Cat Canyon Oil Field, a designated oil field recognized by the State Department of Oil, Gas, and Geothermal Resources (DOGGR). The Tunnell Lease Oil Drilling and Production Plan project is a request of Mr. John Stahl, agent for Rock Energy, LLC, applicant, to consider Case No. 08PPP (application filed on June 5, 2008) for approval under the Land Use and Development Code to reinitiate oil exploration and production operations on the previously established Tunnell Oil lease. Amendment 12AMD incorporates the handling of oil and gas production from 56 new oil wells located at eight different well pads and developed under the North Garey oil drilling and production plan, Case No. 11PPP , at the Tunnell Facility. The project includes five major components: new oil wells and one water injection well. 2. One 25 MMBTU/hr steam generator. 3. Construction of a new tank battery. 4. Steam, water, natural gas and oil pipelines (including truck loading racks for oil only). 5. Electric power poles and conduit. 6. Separation, storage and transport of oil, use or flaring of natural gas, and treatment and use or disposal of formation water produced from the 56 oil wells approved under 11PPP (North Garey ODPP). Drilling of Wells: A drilling rig that is 100-feet tall and capable of drilling at least 3,500 feet will be used. While drilling each well, the rig will temporarily occupy a 100 x 200 footprint within the project site. Metal pits will be utilized during drilling to temporarily store drill cuttings. A temporary water tank dedicated for fire emergency will be on location during drilling. No sump will be dug on the site. A silt fence will surround the perimeter of the project site during the construction phase. Portable toilets will be utilized during the construction phase for employees and contractors. No well cellars are proposed to be installed as part of this project. There is insufficient electrical utility available to power a drilling rig. PGE is ready to install the electrical supply to provide for the electrical requirements. Portable generators are not proposed as part of this project. Oil Wells: After the wells are drilled and the drilling rig moves off the project site, a well servicing rig will move in and equip the wells with tubing, rods, and a downhole pump. Finally, the wells will be equipped with surface equipment to move the rod strings and power the downhole pumps. The easterly row of wells will be equipped with conventional counter-balanced rod

30 Attachment B2 Conditions of Approval Page B.2-2 pumping units installed on 6 x 30 pads next to each well. The westerly row of wells will be equipped with smaller profile, progressive cavity pump systems. Tank Battery: The proposed project includes the construction of a new tank battery that will be used to store produced oil and water and to assist in the removal of water from produced oil and Hydrogen Sulfide (H 2 S), if any, from the produced natural gas. No Natural Gas Liquids are proposed to be trucked from the site. Operations Plan: Within six months of securing the proper County and State permits (and depending upon rig availability), a drilling rig is planned to move onto the project site. This drilling phase would take between four and ten days to drill each well with a total of 19 wells to complete. A total of twenty new wells (one water injection well and 19 oil wells) will be drilled. The wells may be drilled at once or in phases, resulting in a maximum drilling period of approximately 6 months (190 days = 19 wells x 10 days per well). During facility construction, it is expected that contract construction employees will normally be onsite between 7:00 a.m. until 3:30 p.m. daily. Contract construction employees will include welders, pipefitters, roustabouts, Instrumentation and Electrical technicians, backhoe operators, tank fabricators, and a site manager. Construction is estimated to last six months and the total number of contract employee s onsite will vary from one to 20 depending on the phase of construction. While drilling, it is expected that two shifts of contract employees will be utilized. It is anticipated that the shifts will be comprised of seven to ten employees that take 12-hour shifts with one shift starting at 12:00 p.m. and the other at 12:00 a.m. Drilling shall operate 24 hours per day, seven days per week while the drilling rig is onsite. During production operations, it is expected that one employee will operate the facility. Operating hours are anticipated to be from 7:00 a.m. to 3:30 p.m. daily. Contractors may also be onsite under the direction of the operator. The project proposes to utilize a maximum of 18-acre feet per year of fresh water for domestic, drilling, and daily operations including steam generation. Produced water (i.e. water produced from the existing oil wells and then cleaned/treated before being used in the steam generator) would also be combined with the fresh water to make steam. Sewage disposal would be provided by an existing private septic system. The project site would continue to be accessed by an existing private driveway accessed via Orcutt-Garey Road. No grading, tree or vegetation removal is proposed as a part of this project. The proposed project site was previously graded and paved over with asphalt by the former operator. Truck traffic totaling a maximum of 208 vehicle miles per day generated by the Tunnell Facility operations as follows: 1) eight trucks transporting blended oil produced by the project to the ConocoPhillips pipeline pump station and storage facility located on Battles Road (16 miles per round trip); and 2) two trucks bring lighter crude oil from other production sites to the project site to be used as necessary to dilute the higher viscosity of crude oil production from the project s new wells. Lighter crude oils would come from either the Los Alamos area (16 miles per round trip) or the ConocoPhillips upgrader refinery, located on Nipomo Mesa Road in Nipomo, San Luis Obispo County (40 miles per round trip). Any deviations from the project description, exhibits or conditions must be reviewed and approved by the County for conformity with this approval. Deviations may require approved changes to the permit and/or further environmental review. Deviations without the above-described approval will constitute a violation of permit approval.

31 Attachment B2 Conditions of Approval Page B.2-3 The grading, development, use, and maintenance of the property, the size, shape, arrangement, and location of the structures, parking areas and landscape areas, and the protection and preservation of resources shall conform to the project description above and the hearing exhibits and conditions of approval. The property and any portions thereof shall be sold, leased or financed in compliance with this project description and the approved hearing exhibits and conditions of approval thereto. All plans (such as Landscape and Erosion Control Plans) must be submitted for review and approval and shall be implemented as approved by the County. MITIGATION MEASURES FROM 09NGD Aesthetics 2. Existing light fixtures and proposed exterior lighting on the project site that are to be used on a regular basis for safety and security shall be low intensity, and shielded to direct light downward to minimize lighting and glare impacts. If temporary sources of higher intensity lighting are required for emergency or other intermittent operations that must be conducted during nighttime hours, such illumination shall be provided only when necessary, and shall also be shielded and directed downward to the maximum extent feasible. Plan Requirements and Timing: The locations of all exterior lighting fixtures, an arrow showing the direction of light being cast by each fixture, the height of existing, proposed and relocated fixtures, and light intensity (i.e., wattage, foot-candles at the ground surface, etc.) shall be depicted on a Lighting Plan to be reviewed and approved by P&D prior to zoning clearance approval. MONITORING: Permit Compliance shall inspect lighting fixtures to ensure that exterior lighting has been installed consistent with the approved Lighting Plan. 3. The exterior surfaces of all tanks and structures located at the proposed tank battery/steam generator site shall be painted a non-reflective earthtone colors compatible with surrounding terrain. Plan Requirement: Proposed color sample(s) shall be submitted to P&D for review and approval. Timing: Proposed paint color(s) shall be approved prior to zoning clearance approval. New tanks shall be painted prior to the start of project operations. MONITORING: P&D permit compliance shall inspect. Biological Resources 4. Protective Fencing In order to minimize potential impacts from construction activities to the California Tiger Salamander and California Red-legged frog, the applicant shall install silt fencing around the project site area. Fencing shall be installed prior to the pre-construction meeting, and shall remain in place throughout all construction activities. Plan Requirements: All requirements shall be shown on all plans. Timing: Fencing shall be installed prior to pre-construction meeting. Condition shall be adhered to throughout all construction periods. MONITORING: This condition shall be printed on all building plans. P&D shall check plans prior to zoning clearance issuance. P&D Permit Compliance shall spot check ensuring compliance on-site. 5. Spill Management Hazardous materials, fuels, lubricants, and solvents that spill accidentally during well construction and drilling activities shall be cleaned up and removed from the project as soon as possible according

32 Attachment B2 Conditions of Approval Page B.2-4 to applicable Federal, State, and local regulations. Plan Requirements and Timing: This condition shall be printed on all plans. MONITORING: The operator shall develop an Inspection and Monitoring plan which includes an inspection schedule by the facility operator. This plan shall be submitted to P&D for review and approval. Permit Compliance shall conduct site inspections to ensure compliance with these conditions of approval. 6. Equipment Storage All equipment storage and parking during site development and operation shall be confined to the project area or to previously disturbed off-site areas that are not habitat for special-status species. Plan Requirements and Timing: This condition shall be printed on all plans. MONITORING: The operator shall develop an Inspection and Monitoring plan which includes an inspection schedule by the facility operator. This plan shall be submitted to P&D for review and approval. Permit Compliance shall conduct site inspections to ensure compliance with these conditions of approval. 7. Traffic Management A project representative shall establish and issue traffic restraints such as signage to restrict construction-related traffic to approved construction areas, storage areas, staging, and parking areas. Off-road traffic outside of designated project areas shall be prohibited. Project-related vehicles shall observe a 15 mph speed limit in all project areas except on County roads and State and Federal highways. Plan Requirements and Timing: This condition shall be printed on all plans. MONITORING: The operator shall develop an Inspection and Monitoring plan which includes an inspection schedule by the facility operator. This plan shall be submitted to P&D for review and approval. Permit Compliance shall conduct site inspections to ensure compliance with these conditions of approval. 8. Endangered Species Education An endangered species education program shall be conducted to orient all employees involved in construction and drilling operations. The education program shall consist of a brief pre-construction presentation in which biologist(s) knowledgeable in endangered species biology and legislative protection explain endangered species concerns. The education program shall include a discussion of the biology, habitat needs, and status under the Endangered Species Act of all potentially-occurring species, and measures being taken for protection of these species and their habitats as a part of the project. Plan Requirements: This condition shall be printed on all building plans. Timing: P&D shall review the plans with this requirement prior to the issuance of a Zoning Clearance. MONITORING: The approved biologist shall notify P&D (1) at least 3 days prior to the training; and (2) after the required training has been conducted. The required notification shall be provided prior to the start of construction activities. 9. Waste Management All food-related trash items such as wrappers, cans, bottles, and food scraps generated during construction and during subsequent operation shall be disposed of in tight-sealing closed containers only and regularly removed from the site. Food items may attract wildlife onto a project site, consequently exposing such animals to increased risk of injury and/or mortality. No deliberate

33 Attachment B2 Conditions of Approval Page B.2-5 feeding of wildlife is allowed. Plan Requirements and Timing: This condition shall be printed on all building plans. MONITORING: The operator shall develop an Inspection and Monitoring plan which includes an inspection schedule by the facility operator. This plan shall be submitted to P&D for review and approval. Permit Compliance shall conduct site inspections to ensure compliance with these conditions of approval. 10. Pet Restriction To prevent potential harassment, mortality, or destruction of CA tiger Salamander by domestic dogs and cats, no pets shall be permitted on-site. Plan Requirements and Timing: This condition shall be printed on all plans. MONITORING: The operator shall develop an Inspection and Monitoring plan which includes an inspection schedule by the facility operator. This plan shall be submitted to P&D for review and approval. Permit Compliance shall conduct site inspections to ensure compliance with these conditions of approval. 11. Rodenticide/Herbicide Restriction Use of rodenticides and herbicides on the site shall be permitted only as part of a USFWS, CDFG, and County P&D approved management plan. This is necessary to prevent primary or secondary poisoning of endangered species using adjacent habitats and depletion of prey upon which wildlife depends. Rodenticide use potentially could cause mortality to non-target animals that may travel through the project site and buffer area. Plan Requirements and Timing: This condition shall be printed on all plans. MONITORING: The operator shall develop an Inspection and Monitoring plan which includes an inspection schedule by the facility operator. This plan shall be submitted to P&D for review and approval. Permit Compliance shall conduct site inspections to ensure compliance with these conditions of approval. Cultural Resources 12. In the event archaeological remains are encountered work shall be stopped immediately or redirected until a P&D qualified archaeologist and Native American representative are retained by the applicant to evaluate the significance of the find pursuant to Phase 2 investigations of the County Archaeological Guidelines. If remains are found to be significant, they shall be subject to a Phase 3 mitigation program consistent with County Archaeological Guidelines and funded by the applicant. Plan Requirement/Timing: This condition shall be printed on all plans. Fire MONITORING: P&D shall check plans prior to zoning clearance issuance, and shall spot check in the field. 13. The project shall comply with the Fire Department condition letter dated March 17, 2009 regarding: access standards, stored water requirements, on-site fire extinguishers, automatic fire sprinkler systems, building address identification, hazardous materials storage, and payment of fire mitigation fees. Plan Requirements and Timing: All components of the Fire Department condition letter shall be completed when indicated in the letter.

34 Attachment B2 Conditions of Approval Page B.2-6 MONITORING: A site inspection shall be conducted by the Fire Department and P&D compliance staff prior to occupancy clearance. Hazardous Materials/Risk of Upset 14. In the event that storage, handling, or use of hazardous materials within the provisions of AB 2185/2187 occur onsite, the applicant shall implement a Hazardous Materials Business Plan (HMBP). Plan Requirements and Timing: Prior to zoning clearance, the applicant shall submit a HMBP to Fire Department for review and approval. The plan shall be updated annually and shall include a monitoring section. The components of HMBP shall be implemented as indicated in the approved Business Plan. MONITORING: Fire Department will monitor as specified in the Business Plan. Annual permits may be required. MITIGATION MEASURES FROM 13NGD Air Quality 15. Special Air-1 Dust Control. The Owner/Applicant shall comply with the following dust control components at all times including weekends and holidays: a. Dust generated by the development activities shall be kept to a minimum with a goal of retaining dust on the site. b. During clearing, grading, earth moving, excavation, or transportation of cut or fill materials, use water trucks or sprinkler systems to prevent dust from leaving the site and to create a crust after each day s activities cease. c. During construction, use water trucks or sprinkler systems to keep all areas of vehicle movement damp enough to prevent dust from leaving the site. d. Wet down the construction area after work is completed for the day and whenever wind exceeds 15 mph. e. When wind exceeds 15 mph, have site watered at least once each day including weekends and/or holidays. f. Order increased watering as necessary to prevent transport of dust off-site. g. Cover soil stockpiled for more than two days or treat with soil binders to prevent dust generation. Reapply as needed. h. If the site is graded and left undeveloped for over four weeks, the Owner/Applicant shall immediately: (1) Seed and water to re-vegetate graded areas; and/or (2) Spread soil binders; and/or (3) Employ any other method(s) deemed appropriate by P&D or APCD. PLAN REQUIREMENTS: These dust control requirements shall be noted on all grading and building plans. PRE-CONSTRUCTION REQUIREMENTS: The contractor or builder shall provide P&D monitoring staff and APCD with the name and contact information for an assigned onsite dust control monitor(s) who has the responsibility to: i. Assure all dust control requirements are complied with including those covering weekends and holidays. j. Order increased watering as necessary to prevent transport of dust offsite. k. Attend the pre-construction meeting.

35 Attachment B2 Conditions of Approval Page B.2-7 TIMING: The dust monitor shall be designated prior to approval of Zoning Clearance. The dust control components apply from the beginning of any grading or construction throughout all development activities until Final Building Inspection Clearance is issued and any required landscaping is successfully installed. MONITORING: P&D processing planner shall ensure measures are on plans. P&D grading and building inspectors shall spot check; Grading and Building shall ensure compliance onsite. APCD inspectors shall respond to nuisance complaints. 16. Special Air-2 Odor Minimization and Diesel Particulate and NOx Emission Measures. The Owner/Applicant shall develop an Odor Minimization Plan. The Odor Minimization Plan shall address potential sources of odors from all oil field equipment, including wells and drilling operation, and measures to reduce or eliminate these odors (e.g., containment, design modifications, carbon canisters). The Plan shall address issues such as facility information, buffer zones, signs with contact information, logs of odor complaints, the protocol for handling odor complaints and odor event investigations and methods instituted to prevent a re-occurrence. In addition, the following measures shall be implemented at all times: a. Limit onsite diesel truck/equipment idling to less than 5 minutes. b. All portable diesel-powered equipment shall be registered with the state s portable equipment registration program or shall obtain an APCD permit. PLAN REQUIREMENTS AND TIMING: The Odor Minimization Plan shall be submitted to P&D for review and approval prior to issuance of a Zoning Clearance. MONITORING: P&D monitoring staff and APCD shall ensure compliance during field inspections. APCD inspectors shall respond to nuisance complaints. 17. Special Air-3 GHG Monitoring and Reporting. Greenhouse gas emissions associated with the Tunnell Facility operations are restricted to 18,427 MTCO2e/yr for stationary and mobile sources. Accordingly, the Owner/Applicant shall monitor and report greenhouse gas emissions associated with the Tunnell Facility operations. Exceedance of this limit shall constitute a violation of this permit and a Notice of Violation will be issued. PLAN REQUIREMENTS and TIMING: The Owner/Applicant shall submit a GHG Monitoring and Reporting Plan for the Tunnell Facility to P&D and the APCD for review and approval prior to issuance of the Zoning Clearance. Operational GHG emissions from stationary and mobile sources shall be quantified and reported to P&D and the APCD by March 1 for the previous calendar year. For any emissions sources subject to the California Cap-and-Trade Regulation and the Mandatory Reporting Rule, emissions reporting to the County shall follow the same reporting format and procedures as required by those programs MONITORING: P&D and APCD compliance staff shall review reports to ensure compliance. PROJECT-SPECIFIC CONDITION: 18. Well or Project Abandonment: Pursuant to Section of the Santa Barbara County Land Use and Development Code, if the drilling program is unsuccessful, the well(s) shall be plugged and abandoned and support equipment shall be removed and the Planning and Development Department shall be notified of the removal within one-year of initiating site preparation for the drilling. A time extension may be granted by the Planning Commission for good cause shown.

36 Attachment B2 Conditions of Approval Page B.2-8 Consistent with both County and State Division of Oil, Gas, and Geothermal Resources (DOGGR) regulations, wells that are permanently disconnected from the oil production gathering and treating system will be permanently abandoned and the ground restored to regulatory requirements. In addition to the requirements for abandonment and removal of equipment in County Code Chapter 25 (Oil and Petroleum Wells) Sections (Abandonment procedure) and (Removal of equipment), upon well abandonment, graded pads will be cleared of debris and any facility items including tanks, vessels, and pipelines. Soil remediation, if necessary, will occur as directed by DOGGR and/or the County. Re-contouring of areas will occur as directed by DOGGR and/or the County. COUNTY RULES & REGULATIONS / LEGAL REQUIREMENTS 19. Additional Permits Required: Before using any land or structure, or commencing any work pertaining to the erection, moving, alteration, enlarging, or rebuilding of any building, structure, or improvement, the applicant shall obtain a Zoning Clearance and Building Permit from Planning and Development. These Permits are required by ordinance and are necessary to ensure implementation of the conditions required by the Planning Commission. Before any Permit will be issued by Planning and Development, the applicant must obtain written clearance from all departments having conditions; such clearance shall indicate that the applicant has satisfied all pre-construction conditions. A form for such clearance is available from Planning and Development. 20. Departmental Conditions: Compliance with Departmental letters and conditions: a. Santa Barbara County Air Pollution Control District letter dated October 14, b. Fire Department letter dated March 17, c. Environmental Health Services letter dated October 23, Grading: In the event that it is determined that grading is necessary, all permits shall be obtained from the Planning and Development Department. Plan Requirements and Timing: Prior to zoning clearance, all necessary permits associated with grading shall be obtained. 22. Print & illustrate conditions on plans: All applicable final conditions of approval Planning Commission shall be printed in their entirety on applicable pages of construction or building plans submitted to P&D or Building and Safety Division. These shall be graphically illustrated where feasible. 23. Mitigation Monitoring required: The applicant shall ensure that the project complies with all approved plans and all project conditions including those which must be monitored after the project is built and occupied. To accomplish this, the applicant agrees to: a. Contact P&D compliance staff as soon as possible after project approval to provide the name and phone number of the future contact person for the project and give estimated dates for future project activities. b. Contact P&D compliance staff at least two weeks prior to commencement of construction activities to schedule an on-site pre-construction meeting with the owner, compliance staff, other agency personnel and with key construction personnel. c. Pay fees prior to approval of Zoning Clearance as authorized under ordinance and fee schedules to cover full costs of monitoring as described above, including costs for P&D to hire and manage outside consultants when deemed necessary by P&D staff (e.g. noncompliance situations, special monitoring needed for sensitive areas including but not limited

37 Attachment B2 Conditions of Approval Page B.2-9 to biologists, archaeologists) to assess damage and/or ensure compliance. In such cases, the applicant shall comply with P&D recommendations to bring the project into compliance. The decision of the Director of P&D shall be final in the event of a dispute. 24. Fees Required: Prior to zoning clearance issuance, the applicant shall pay all applicable P&D permit processing fees in full. 25. Change of Use: Any change of use in the proposed building or structure shall be subject to environmental analysis and appropriate review by the County including building code compliance. 26. Indemnity and Separation Clauses: Developer shall defend, indemnify and hold harmless the County or its agents, officers and employees from any claim, action or proceeding against the County or its agents, officers or employees, to attack, set aside, void, or annul, in whole or in part, the County's approval of the Production Plan. In the event that the County fails promptly to notify the applicant of any such claim, action or proceeding, or that the County fails to cooperate fully in the defense of said claim, this condition shall thereafter be of no further force or effect. 27. Legal Challenge: In the event that any condition imposing a fee, exaction, dedication or other mitigation measure is challenged by the project sponsors in an action filed in a court of law or threatened to be filed therein which action is brought within the time period provided for by law, this approval shall be suspended pending dismissal of such action, the expiration of the limitation period applicable to such action, or final resolution of such action. If any condition is invalidated by a court of law, the entire project shall be reviewed by the County and substitute conditions may be imposed. 28. CTS Avoidance: In order to ensure avoidance of interruption to CTS migration, no earth disturbance shall occur on rainy nights during the rainy season (November 1st May 1st); pursuant to DFG recommendation letter dated October 13, Rules-05 Acceptance of Conditions. The Owner/Applicant s acceptance of this permit and/or commencement of use, construction and/or operations under this permit shall be deemed acceptance of all conditions of this permit by the Owner/Applicant. 30. Rules-32 Contractor and Subcontractor Notification. The Owner/Applicant shall ensure that potential contractors are aware of County requirements. Owner/Applicant shall notify all contractors and subcontractors in writing of the site rules, restrictions, and Conditions of Approval and submit a copy of the notice to P&D compliance monitoring staff.

38 Attachment B2 Conditions of Approval Page B.2-10

39 Attachment B2 Conditions of Approval Page B.2-11