HomeMy WebLinkAbout20131022.tiffRESOLUTION
RE: APPROVE IMPROVEMENTS AGREEMENT ACCORDING TO POLICY REGARDING
COLLATERAL FOR IMPROVEMENTS, AUTHORIZE CHAIR TO SIGN, AND ACCEPT
COLLATERAL FOR USE BY SPECIAL REVIEW PERMIT, USR12-0057 - STEVEN
AND TERESA WELLS/WELLS RANCH, C/O NOBLE ENERGY INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, on December 12, 2012, the Weld County Board of Commissioners
approved a Use by Special Review Permit, USR12-0057, for Steven and Teresa Wells/Wells
Ranch, 32010 County Road 63, Gill, Colorado 80624, c/o Noble Energy, 2115 117th Avenue,
Greeley, Colorado 80634, and Wattenberg Holding, LLC, 3030 NW Expressway, Suite 1100,
Oklahoma City, Oklahoma 73112, for a Mineral Resource Development Facility, including an Oil
and Gas Support and Storage Facility (oil and gas central processing facility, along with an oil
storage facility, tank and pipeline storage, and future water recycling) in the A (Agricultural)
Zone District, on the following described real estate, to -wit:
Subdivision Exemption, SUBX12-0019; being part
of the NW1/4 of Section 22, Township 6 North,
Range 63 West of 6th P.M., Weld County, Colorado
WHEREAS, pursuant to certain Conditions of Approval, the Board has been presented
with an Improvements Agreement According to Policy Regarding Collateral for Improvements
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, and Steven and Teresa Wells/Wells Ranch, c/o Noble Energy,
Inc., with terms and conditions being as stated in said agreement, and
WHEREAS, the Board has been presented with Performance Bond No. 022044878 from
Liberty Mutual Insurance Company, 175 Berkeley Street, Boston, Massachusetts 02116, in the
amount of $370,583.50, and
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WHEREAS, after review, the Board deems it advisable to approve said agreement and
accept said Performance Bond as stated above, copies of which are attached hereto and
incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Improvements Agreement According to Policy Regarding
Collateral for Improvements between the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, and Steven and Teresa Wells/Wells Ranch,
c/o Noble Energy, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED that Performance Bond No. 022044878 from Liberty
Mutual Insurance Company, 175 Berkeley Street, Boston, Massachusetts 02116, in the amount
of $370,583.50, be and hereby is, accepted.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
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2013-1022
PL2192
IMPROVEMENTS AGREEMENT - STEVEN AND TERESA WELLS/WELLS RANCH, CIO
NOBLE ENERGY INC.
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 29th day of April, A.D., 2013.
Weld County Clerk to the Boa
BY.
Deputy Clerk t
APP
he board
County Attorney
Date of signature:
BOARD OF
WELD
A
OUNTY COMMISSIONERS
TY, COLORADO
William F. Garcia, Chair
an P. Conway
Mike Freeman /
arbara Kirkmeyer
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Steve Moreno, Clerk and Recorder, Weld County, CO
WI Ili
2013-1022
PL2192
IMPROVEMENTS AGREEMENT ACCORDING TO
POLICY REGARDING COLLATERAL FOR IMPROVEMENTS
Wells Ranch -Noble Energy — USR12-0057
Part 1: Site Specific Provisions
THIS AGREEMENT is made this O/Y—
— day of /9/
901 , 201, by and between
Steven and Teresa Wells, whose address is 33010 CR 63, Gill, Colorado 80624, hereinafter
referred to as "Property Owner," Noble Energy, Inc., a corporation organized under the laws of
the State of Texas, whose address is 100 Glenborough Drive, Suite 100, Houston, Texas 77067,
hereinafter called "Lessee", authorized to do business in the State of Colorado, with the
Corporation Company authorized to accept service on its behalf, and the County of Weld, a
body corporate and politic of the State of Colorado, by and through its Board of County
Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred
to as "County."
WITNESSETH:
WHEREAS, Property Owner is the owner of, the following described property in the
County of Weld, Colorado:
Lot A and B of Recorded Exemption, RE -2676; located in part of the NE4 of
Section 21; Subdivision Exemption No. 0799-22-2 SUBX12-0019 in Township 2
North, Range 63 West of the 6th P.M., Weld County, Colorado and
hereinafter referred to as "the Property," and
WHEREAS Lessee has leased the Property from the Property Owner, and
WHEREAS, County has approved land use permits for a Mineral Resource Development
Facility including an Oil and Gas Support & Storage Facility (Crude oil and Gas central
processing & oil storage facility, tank & pipeline storage and water recycling) on approximately
61.131 acres on the above described real property, and the County is currently in the process of
considering an Use -by -Special Review for the Property (USR12-0057), and
WHEREAS, the Property Owner and/or Lessee acknowledges that the issuance of
USR12-0057 is conditional upon Property Owner and/or Lessee's performance of the on -site and
off -site improvements which are described in this Agreement and depicted in the Plat Map and
the set of accepted Construction Plans prepared by Tetra Tech and provided by the Lessee,
copies of which shall be attached to this Agreement and made a part hereof, as Exhibits C and D,
respectively
WHEREAS, the Property Owner and/or Lessee acknowledges that it may not engage in
any activity described in USR12-0057 and/or any activity related to the businesses described
above until said improvements have been completed, and
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Steve Moreno, Clerk and Recorder, Weld County, CO
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WHEREAS, the Property Owner and/or Lessee agrees that pursuant to the provisions of
Weld County Code Sec. 23-2-290, the failure to commence construction of the improvements
outlined herein or to commence the use of the Property as approved in USR12-0057 within three
(3) years of the approval of the permit issued under USR12-0057, may result in the revocation of
USR12-0057, upon consideration and order of the Board of County Commissioners, and
WHEREAS, the Property Owner and/or Lessee agrees that the failure to record the plat
within the time limits imposed by the Weld County Board of County Commissioners, may result
in the revocation of USR12-0057, upon consideration and order of the Board of County
Commissioners, and
WHEREAS, the parties agree that the Property Owner and/or Lessee shall provide
collateral for all on -site and off -site improvements required by this Agreement when; the
Property Owner and/or Lessee submits and receives approval of an application for a Grading
Permit, Building Permit or for a Right -Of -Way Permit for construction of accesses and work
within the County and/or State of Colorado Right -Of -Way, or at a time determined acceptable by
the Board of County Commissioners.
NOW, THEREFORE, IN CONSIDERATION OF the foregoing and of the promises and
covenants contained herein, the parties hereto promise, covenant and agree as follows:
A. Required Off -Site Improvements: Insofar as the following requirements impose
obligations on the Property Owner, it is the intent of the parties that the Lessee, Noble Energy,
Inc., is and shall remain primarily responsible for the accomplishment of the initial
improvements to the property and to Weld County Road 68, and shall post the required collateral
for all required improvements and road maintenance. However, in the event that Noble Energy
defaults in its obligations under this agreement, attempts to assign its responsibilities under this
Agreement to a third party which is unacceptable to County, County's recourse against Property
Owner will, as long as Property Owner cooperates with County in its efforts to obtain Lessee's
compliance with the terms of this Agreement, be limited to the revocation of the permit issued
pursuant to USR-12-0057.If Lessee ceases to operate the facility contemplated by USR-12-
0057, Property Owner shall become responsible for the continuing obligations of this Agreement
if operations continue.
1.0 Weld County Road 68: The Property Owner and/or Lessee shall be responsible
for the construction of certain on -site and off -site safety improvements, which shall include:
construction of adequate turning radii of sixty (60) feet as shown on the approved Construction
Plans at the main entrance and exit which extend partially into CR 68 right-of-way (ROW),
drainage and signage installations, as indicated on the accepted Construction Plans. A County
access permit (AP12-00236) has previously been approved for the initial access to this site.
Granting of any new point of access may generate additional permit requirements and/or
obligations with County for Off -Site Improvements and the need to post additional "Road
Maintenance Collateral".
2.0 Road Improvements Responsibilities: The Property Owner and/or Lessee are
responsible for the designated improvements, as specified above in Section A.1.0, on CR 68.
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Steve Moreno, Clerk and Recorder, Weld County, CO
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Future improvements for CR 68 not specified in Section A.1.0 will be determined by the County,
in conjunction with the Property Owner and/or Lessee, for the Property Owner and/or Lessee's
proportionate share of impacts directly related to USR 12-0057. These responsibilities include,
but are not limited to the following: design, surveys, utility locates, present and future right-of-
way clearances and permits; coordination with oil and gas operators and facilities, and affected
irrigation facilities; traffic control; and project safety during construction. Property Owner and/or
Lessee shall obey all applicable regulations issued by the Occupational Safety and Health
Administration (hereinafter "OSHA"), Colorado Department of Public Health and Environment,
(hereinafter "CDPHE") and other Federal, State or County regulatory agencies.
3.0 Engineering Design and Construction Plans: For Off -Site Improvements as set -
forth in Sections A.1.0-2.0 above, all engineering designs and construction plans must be
provided by Property Owner and/or Lessee. These Plans, when reviewed and accepted by the
Weld County Engineer, shall be a part of the Plans, which are a part of this Agreement. All plans
showing work within the County shall be reviewed and accepted by Weld County, prior to the
start of construction. For all construction in the County right-of-way, prior to the issuance of a
right-of-way permit, a construction schedule giving times and locations of all proposed
improvements shall be provided to Public Works for review and acceptance.
4.0 Construction Standards: All construction and materials controls for a project and
any designated improvements shall conform to the requirements in effect at the time of the
completion of the improvements set forth in the "Weld County Engineering Criteria".
5.0 Traffic Control: Prior to any construction in the County Right -Of -Way and as a
condition of issuance of any access permit or Right -Of -Way permit, the applicant shall submit a
traffic control plan for County review. During construction, appropriate safety signage shall be
posted in accordance with the then current version of the "Manual of Uniform Traffic Control
Devices".
6.0 Off -Site Dust Control/Abatement and/or Paving During Construction: The
Property Owner and/or Lessee is required to provide dust abatement along affected Haul Route
Roads approximately two to five times per year, as determined by the County. County will
determine the proportionate share of dust control and/or paving costs to be paid by Property
Owner and/or Lessee based upon then current Equivalent Single Axle Load (ESAL) Counts that
identify traffic loading due to Property Owner and/or Lessee -sourced traffic. The amount and
extent of dust control will be determined by site -specific conditions at the time, as determined
exclusively by County personnel. In order to accurately determine percentage of Property Owner
and/or Lessee haul traffic, the County reserves the right to install traffic counters on the
driveway(s) of their facility. The percentage of haul traffic utilizing County roads in the vicinity
of the site attributable to Property Owner and/or Lessee (or their contractors, clients, tenants, or
customers) activities will be determined by traffic counts conducted by the County on the
primary and requested alternate or revised haul routes. The County will have sole responsibility
for determination of the percentage of haul route traffic on all affected roads.
7.0 Future Improvements: Not applicable at this time, but future improvements to the
haul route(s) may be required by County, should the Property Owner and/or Lessee revise
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Steve Moreno, Clerk and Recorder, Weld County, CO
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conditions of operation in the future. Property Owner and/or Lessee shall address all County
access issues associated with afore -mentioned haul route. Future County mandated measures
may include improvements to any haul route intersection or roadways then utilized by Property
Owner and/or Lessee. Property Owner and/or Lessee shall pay a proportionate share of the cost
of the entire project including engineering designs and construction plans based on the
Applicant's share of ESAL Counts using then current data on the haul route in the
implementation of the above -mentioned improvements. County personnel alone shall make all
determinations regarding the gathering of and use of traffic data when making decisions
regarding cost sharing. In order to accurately determine percentage of Property Owner and/or
Lessee haul traffic, the County reserves the right to install traffic counters on the driveway(s) of
their facility. Future improvements will be subject to any Federal, State or County regulations in
place at the time the improvement project is initiated.
8.0 Timing of Improvements: Subject to the provisions of Weld County Code Sec.
23-2-290 and any conditions or considerations granted by the Board of County Commissioners,
Property Owner and/or Lessee shall not be required to complete the aforementioned offsite
improvements as described in Sections A.1.0-2.0 until the occurrence of the triggering event for
each improvement, namely the application for the Grading Permit, Building Permit or Right -Of -
Way access permit or the commencement of activities on the property(s). At that time, Property
Owner and/or Lessee agrees that the required collateral will be posted and all on -site and offsite
improvements shall commence and shall be completed within the parameters established in
Sections A.3.0 and E.7.2, and Exhibit B, herein.
9.0 Acceptance of Off -Site Improvements: Upon completion of the off -site
improvements, Property Owner and/or Lessee shall contact a representative of the Weld County
Department of Public Works and request an inspection of the off -site improvements described in
Sections A. 1.0-2.0 above. The County's representatives may then initiate the acceptance process
set forth in Sections E. 6.1-6.3.
9.1 All references in this Agreement to "Acceptance of Improvements" shall
refer to the County confirming completion of said improvement(s)
according to the accepted construction plans. By accepting any
improvement, the County does not thereby accept said improvement for
purposes of future maintenance, nor does the County accept any present or
future responsibilities or obligations relative to these improvements
B. Haul Routes: Not applicable at this time, but future obligations to the haul route(s) may
be required by County, should the Property Owner and/or Lessee revise conditions of operation
in the future.
1.0 Established Haul Routes:
1.1
Exiting or entering the site: Haul vehicles shall enter or exit the site at the
approved access onto CR 68. Haul vehicles will travel east or west on CR
68 to disperse further in any direction. The haul route will begin at the
access to the parcel and encompass a minimum distance of one mile in
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Steve Moreno, Clerk and Recorder, Weld County, CO
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either direction. Further haul route distances will be included if County
roads further than one mile are impacted by hauling to or from USR12-
0057, as described in Section A.7.0 of this agreement.
1.2 No haul vehicles may exceed CDOT required specifications for pounds per
axle.
1.3 In unusual or rare occasions, if particular projects mandate deviation from
the above -mentioned haul route for a limited period of time (which is
defined in this Agreement as a period of not more than thirty days), which
shall be established by County at the time that the deviation is allowed. If
County approves such deviation, haul vehicles will utilize paved county
roads whenever possible. A deviation from the established Haul route
lasting more than thirty (30) days or requests for two or more deviations
within a twelve month period shall be subject to the terms of Section
B.4.0. In the event that haul route traffic, in excess, of 15% of the daily
facility haul vehicle trips, utilizes alternate haul routes, the provisions of
Section 4.0 of this Section B shall be triggered.
2.0 Haul Route Signage: Property Owner and/or Lessee shall install haul route signs
at all exit points of the Property which can be clearly seen by drivers leaving the facility and
which clearly depict County approved haul routes.
3.0 No Deviation from Permitted Haul Routes: Except under the provisions provided
in Section B.1.3, no deviation in the use of any roads other than those specifically authorized for
use in this Agreement is permitted without the prior written amendment of this Agreement.
4.0 Effect of Future Changes to Haul Routes: In the event that County is requested
by Property Owner and/or Lessee or site operator to approve the use of an additional access, new
haul route, or an alternative haul route as a result of a change in Property Owner and/or Lessee's
site activities and/or haul route circulation patterns, and if the alternative or additional access or
haul route utilizes any unpaved portion of County roads, and if County determines that dust
control or paving is required on the unpaved portion of said haul route roads, Property Owner
and/or Lessee agrees that dust control or paving measures to protect the public health, safety, and
welfare shall be instituted. County will determine the proportionate share of dust control and/or
paving costs to be paid by Property Owner and/or Lessee based upon then current haul route trip
counts that identify traffic loading due to Property Owner and/or Lessee -sourced traffic. The
amount and extent of dust control and/or paving measures will be determined by site -specific
conditions at the time, as detetulined exclusively by County personnel.
C. Road Maintenance Requirements during construction: (May be applicable after
construction if traffic increases) Insofar as the following requirements impose obligations on the
Property Owner, it is the intent of the parties that the Lessee, Noble Energy, Inc., is and shall
remain primarily responsible for the accomplishment of the initial improvements to the property
and to Weld County Road 68, and shall post the required collateral for all required improvements
and road maintenance. However, in the event that Noble Energy defaults in its obligations under
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Steve Moreno, Clerk and Recorder, Weld County, CO
this agreement, attempts to assign its responsibilities under this Agreement to a third party which
is unacceptable to County, County's recourse against Property Owner will, as long as Property
Owner cooperates with County in its efforts to obtain Lessee's compliance with the terms of this
Agreement, be limited to the revocation of the permit issued pursuant to USR-12-0057.If Lessee
ceases to operate the facility contemplated by USR-12-0057, Property Owner shall become
responsible for the continuing obligations of this Agreement if operations continue.
1.0 Obligation to Maintain Current and Future Haul Routes: Property Owner and/or
Lessee will be financially responsible for the excavation, repair, and patching of any damage on
current or future haul route roads, which in the sole opinion of County has been created by
hauling to and from the Property. Should Property Owner and/or Lessee's site activities and/or
should Property Owner and/or Lessee's haul route circulation patterns change in the future so
that County approves an alternate haul route, and all or a significant portion of Property Owner
and/or Lessee's sourced traffic no longer utilizes the above -described haul route and instead
utilizes other portions of County roads, Property Owner and/or Lessee shall cooperate with
County in maintenance of said roads which are included within the new haul route. The type and
method of repair will be determined by the County Engineer or his representative. Repairs shall
commence within 48 hours of notification by the County for any roadway damage that exposes
the driving public to adverse or unsafe driving conditions. All other repairs shall commence
within thirty (30) days of receipt of Weld County's written notice.
1.1
Need for Immediate Repairs: In the event of damage to an Approved Haul
Route by Project traffic that causes an immediate threat to public health
and safety or renders the road impassible ("Significant Damage"), County
shall, after inspection, notify Applicant of such Significant Damage.
Applicant shall identify the repair required and shall consult with County
on the extent, type, timing, materials and quality of repair (i.e. temporary
versus permanent) within twenty-four (24) hours after receipt of such
notice and shall commence such repair within forty-eight (48) hours after
receipt of such notice. If such repair is not commenced within such forty-
eight (48) hour period, County shall have the right to draw on the Road
Maintenance Collateral and use such funds to perform such repair. If
Applicant identifies Significant Damage prior to receiving notice thereof
from County, Applicant may commence repair of such Significant
Damage and shall concurrently notify County of the extent, type, timing,
materials and quality of repair (i.e. temporary versus peiivanent).
1.2 Repair of Road: On or before December 31 of the calendar year in which
County staff has determined through site analysis and/or pavement testing
that a particular haul route road portion will require paving measures in
order to protect the public health, safety, and welfare, and has budgeted
sufficient funds for the following calendar year to pay its share of the Off -
Site Improvement/Repair Costs, County shall notify Property Owner
and/or Lessee in writing that the Off -Site Improvements/Repairs shall be
undertaken. Within ninety (90) days of its receipt of County's notice of the
need to undertake the road maintenance repairs and/or improvements,
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Steve Moreno, Clerk and Recorder, Weld County, CO
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Property Owner and/or Lessee shall submit Off -Site Construction Plans
and Cost Estimates to County for review. Property Owner and/or Lessee
shall have sole responsibility for the completion of the repairs and/or
improvements on or before December 15 of the year following County's
notice of the need for repairs.
1.3 In County's sole discretion, County may undertake the repairs and/or
improvements. Property Owner and/or Lessee's payment for its
Proportionate Share of the road repairs/improvements will be calculated as
determined in Sections A.6.0 or A.7.0 of this Agreement, and in a manner
consistent with Section C.3.0 of this Agreement.
2.0 Annual Road Inspection: County will conduct a road inspection annually with the
cooperation of Property Owner and/or Lessee and all other Property Owner and/or Lessees
and/or Property Owner and/or Lessees who are required by County to participate in road
improvement/maintenance agreements. As a result of the annual inspection, County, in its sole
discretion, shall determine actual conditions and shall further determine what road
repair/improvement/maintenance work is to be performed during that construction season.
Notification to the Property Owner and/or Lessee of the required roadway repairs will be given
as soon as the data becomes available.
3.0 Future Road Replacement: At any time in the future, if, in the opinion of County,
road damage increases beyond the point that repair of damage cannot maintain the road in a safe
and usable condition, Property Owner and/or Lessee shall pay a proportionate cost of a complete
restoration based on the number of Haul Trip ESAL Counts using then current data of haul trips
entering or exiting Property Owner and/or Lessees' site onto the haul route in the implementation
of the above -mentioned improvements. Notification to the Property Owner and/or Lessee of the
required roadway replacements will be given as soon as the data becomes available and typically
takes place before the end of the year prior to the start of the replacement project, as described in
Section C.1.0 above.
4.0 Sharing of Road Maintenance Responsibilities with Other Property Owner and/or
Lessees: It is anticipated that Property Owner and/or Lessee and other Property Owner and/or
Lessees and/or Property Owner and/or Lessees subject to agreements similar to this Agreement
will perform the required road maintenance work and will share in the equipment, labor, and
materials required. Any such sharing arrangement between Property Owner and/or Lessee, and
other Property Owner and/or Lessees and/or Property Owner and/or Lessees shall be conducted
pursuant to separate agreements between the Property Owner and/or Lessee and other Property
Owner and/or Lessees and/or Property Owner and/or Lessees. County shall approve the
Agreements only to determine whether the required improvements/maintenance projects have
been adequately addressed. County alone shall determine the sufficiency of all road
improvement/maintenance projects when completed.
5.0 Violation of Terms of Agreement: If Property Owner and/or Lessee does not
perform as outlined in this Agreement and Exhibits A and B such non-performance will
constitute a violation of Property Owner and/or Lessee's land use permits granted by County,
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Steve Moreno, Clerk and Recorder, Weld County, CO
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and County will take whatever remedial measures it deems necessary, against Property Owner
and/or Lessee. In addition to any other remedy available to the County in law or equity, a failure
to comply with this Agreement shall be considered grounds for setting a probable cause hearing
according to the procedures described in Section 2-4-40 of Weld County Code. Revocation of
USR12-0057 as it now exists or may, from time to time, be amended is a remedy which County
may impose.
D. On -Site Improvements: Insofar as the following requirements impose obligations on the
Property Owner, it is the intent of the parties that the Lessee, Noble Energy, Inc., is and shall
remain primarily responsible for the accomplishment of the initial improvements to the property
and to Weld County Road 68, and shall post the required collateral for all required improvements
and road maintenance. However, in the event that Noble Energy defaults in its obligations under
this agreement, attempts to assign its responsibilities under this Agreement to a third party which
is unacceptable to County, County's recourse against Property Owner will, as long as Property
Owner cooperates with County in its efforts to obtain Lessee's compliance with the terms of this
Agreement, be limited to the revocation of the permit issued pursuant to USR-12-0057.If Lessee
ceases to operate the facility contemplated by USR-12-0057, Property Owner shall become
responsible for the continuing obligations of this Agreement if operations continue.
1.0 Landscaping and Fencing Requirements: Property Owner and/or Lessee shall
landscape and/or maintain the landscaping and re -seed the property where applicable as stated on
the accepted Construction Plans and USR12-0057 Plat Map. Specifically, Property Owner and/or
Lessee shall at its own expense, plant, install and/or maintain all grass and other landscaping and
re -seeding where applicable as shown on the accepted Construction Plans and USR12-0057 Plat
Map. Additionally, the Property Owner and/or Lessee shall install and/or maintain fencing to
screen the property where applicable as indicated on the accepted construction plans and USR12-
0057 Plat Map. In the event any of these improvements may include work extending into State
or County Right -Of -Way in which case a Right -Of -Way or access permit is required
2.0 On -Site Grading, Drainage Facilities and Paving: Property Owner and/or Lessee
shall, at its sole expense, grade and/or pave, if applicable, specified roadways, accesses,
easements and parking areas, and install accepted drainage and signage components , adjacent to
or within the interior portion of the property in accordance with the directives of the Weld
County Department of Public Works and Department of Planning Services, as further described
in the accepted Construction Plans and USR12-0057 Plat Map. The main entrance
improvements will include; construction of adequate turning radii at the main site entrances onto
CR 68 and an appropriately sized drainage culvert. Any other on -site improvements shall be
completed as indicated on the accepted Construction Plans for this facility. Property Owner
and/or Lessee shall be responsible for all maintenance of the onsite improvements. Additional
infrastructure improvements will be addressed at the time of application for any future amended
USR. Some of these improvements may include work extending into County Right -Of -Way in
which case a Right -Of -Way or access permit is required.
3.0 Timing of Improvements: Subject to the provisions of Weld County Code Sec.
23-2-290 and any conditions or considerations granted by the Board of County Commissioners,
Property Owner and/or Lessee shall not be required to initiate the landscaping requirements until
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the occurrence of the triggering event for all improvements, namely the approval of the grading
permit or an amendment to the existing USR. Except with prior County consent, no grading
permit will be released until collateral is posted for all on -site and off -site improvements and the
final Construction Plans have been submitted to and accepted by the Department of Public
Works. Access and/or Right -Of -Way penults might also be required prior to approval of the
grading permit. Grading shall not commence until Construction Plans are accepted. Any
alterations to the accepted Construction Plans must be accepted in writing by the County
Planning and Public Works Departments. At that time, and unless otherwise amended, Property
Owner and/or Lessee agrees that all landscaping and other on -site improvements, as indicated in
Section D. 2.0 above shall be completed within the parameters established in Section E.7.2 and
Exhibit B.
4.0 Acceptance of On -Site Improvements: Upon completion of the on -site
improvements, Property Owner and/or Lessee shall contact the Weld County Department of
Planning Services and the Weld County Department of Public Works and request an inspection
of the on -site improvements described in Section D.1.0 and D.2.0 above. The County's
representatives may then initiate the process for "Acceptance of Improvements" set forth in
Sections E.6.1-6.3.
"End of Part 1"
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IMPROVEMENTS AGREEMENT ACCORDING TO
POLICY REGARDING COLLATERAL FOR IMPROVEMENTS
WELLS RANCH -NOBLE ENERGY
USR12-0057
Part 2: General Provisions
E. General Requirements:
1.0 Engineering Services: Property Owner and/or Lessee shall furnish, at its own
expense, all engineering services in connection with the design and construction of the
improvements identified on the accepted Construction Plans according to the construction
schedule set forth in Exhibit "B," both of which are attached hereto and incorporated herein by
reference.
1.1
The required engineering services shall be performed by a Professional
Engineer and Land Surveyor registered in the State of Colorado, and shall
conform to the standards and criteria established by the County for public
improvements.
1.2 The required engineering services shall consist of, but not be limited to,
surveys, designs, plans and profiles, estimates, construction supervision,
and the submission of necessary documents to the County.
1.3 Property Owner and/or Lessee shall furnish construction drawings for the
road improvements on public rights -of -way or easements and all
improvements interior on the Property for approval prior to the letting of
any construction contract.
2.0 Rights -of -way and Easements: Before commencing the construction of any
improvements herein agreed upon for public rights -of -way or easements, Property Owner and/or
Lessee shall acquire, at the sole expense of Property Owner and/or Lessee, good and sufficient
rights -of -way and easements on all lands and facilities traversed by the proposed improvements.
All such rights -of -way and easements used for the construction of roads to be accepted by the
County shall be conveyed to the County and the documents of conveyance shall be furnished to
the County for recording.
3.0 Construction: Property Owner and/or Lessee shall furnish and install, at its own
expense, the improvements identified on the accepted Construction Plans and USR12-0057 Plat
Map, be solely responsible for the costs listed on Exhibit "A", and described in parts A and D of
this agreement, which are attached hereto and/or incorporated herein by reference, with the
improvements interior to the Property being completed by the dates set forth on Exhibit "B" (On-
site), and improvements to public rights -of -way or easements being completed also in
accordance with the schedule set forth in Exhibit "B" (Off -site). The Board of County
Commissioners, at its option, may grant an extension of the time of completion set forth in
Exhibit B stated herein upon application by the Property Owner and/or Lessee.
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3.1 Said construction shall be in strict conformance to the plans and drawings
accepted by the County and the specifications adopted by the County.
3.2 Property Owner and/or Lessee shall employ, at its own expense, a
qualified testing company previously approved by the County to perform
all testing of materials or construction; and shall furnish copies of test
results to the County. If County discovers inconsistencies in the testing
results, Property Owner and/or Lessee shall employ at its expense a third
party qualified testing company approved by County. Such third party
shall furnish the certified results of all such testing to the County.
3.3 At all times during said construction, the County shall have the right to
test and inspect, or to require testing and inspection of material and work,
at Property Owner and/or Lessee's expense. Any material or work not
conforming to the approved plans and specifications, including but not
limited to damages to property adjacent to the construction plan area shall
be repaired, removed or replaced to the satisfaction of the County at the
expense of Property Owner and/or Lessee.
4.0 Release of Liability: To the extent allowed by law, each party to this Agreement
(the "Indemnifying Party") shall indemnify and hold harmless the other party (the "Indemnified
Party") from any and all liability, loss and damage the Indemnified Party may suffer as a result
of all suits, actions or claims of every nature and description caused by, arising from, or on
account of the negligent or intentional act of the Indemnifying Party or its officers, agents,
employees, except for the liability, loss, or damage arising from the negligent or intentional act
of the Indemnified Party. All contractors and other employees engaged by Applicant and County
in construction of the On -Site and Off -Site Improvements shall maintain adequate worker's
compensation insurance and public liability insurance coverage, and shall operate in strict
accordance with the laws and regulations of the State of Colorado governing occupational safety
and health. The obligations of the Applicant under this paragraph shall not extend to any
judgments against County which are in excess of the limitations on liability set forth in the
Colorado Government Immunity Act, C.R.S. Section 24-10-101, et. seq., to the maximum extent
that such limitations or liability are applicable.
5.0 Warranty of On -Site and Off -Site Improvements: Property Owner and/or Lessee
shall warranty all improvements to public rights -of -way, (if any), and all privately created and
maintained roads or rights -of -way, or easements, and all on -site improvements for a period of
two (2) years. The warranty period shall begin only after the County's execution of a written
acceptance of the improvement(s).
6.0 Acceptance of On -Site and/or Off -Site Improvements by the County: Upon
compliance with the following procedures by the Property Owner and/or Lessee, the
improvements shall be deemed accepted by the County.
6.1 If requested by the Property Owner and/or Lessee and approved by the
County, portions of the improvements may be placed in service when
completed according to the schedule shown on Exhibit "B," but such use
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and operation shall not, alone, constitute an acceptance of said portions of
the improvements.
6.2 County may, at its option, issue building permits for construction for
which the improvements detailed herein have been started but not
completed according to the schedule shown on Exhibit "B," and may
continue to issue building permits so long as the progress of work on the
USR improvements in that phase of the USR is satisfactory to the County,
and all terms of this Agreement have been faithfully kept by Applicant.
6.3a Upon completion of the construction of the required off -site
improvements, and the filing of a Statement of Substantial Compliance by
Property Owner and/or Lessee's engineer, the Property Owner and/or
Lessee may, as set forth in Paragraph A.9.0, request in writing that the
County inspect the improvements and recommend to the Board of County
Commissioners that the improvements be accepted and further that the
two-year warranty period begin. Upon completion of the two-year
warranty period, the County Engineer shall, upon request by the applicant,
inspect the subject improvements, and notify the Property Owner and/or
Lessee of any deficiencies. If any deficiencies are discovered, the Property
Owner and/or Lessee shall correct the deficiencies. The County Engineer
shall reinspect the improvements after notification from the Property
Owner and/or Lessee that said deficiencies have been corrected. If the
County Engineer finds that the improvements are constructed according to
County standards, he or she shall recommend full acceptance. Upon a
receipt of a positive unqualified written recommendation from the County
Engineer for acceptance of improvements within the USR, the Board of
County Commissioners shall fully accept said improvements.
6.3b Upon completion of the construction of the required on -site
improvements, and the filing of a Statement of Substantial Compliance,
when necessary, by Property Owner and/or Lessee's engineer, the
Property Owner and/or Lessee may, as set forth in Paragraph D.4.0,
request in writing that the County inspect the improvements and
recommend to the Board of County Commissioners that the improvements
be accepted and further that the two-year warranty period begin. Upon
completion of the two-year warranty period, the County Engineer and/or
the Weld County Department of Planning Services shall, upon request of
the Property Owner and/or Lessee, inspect the subject improvements, and
notify the Property Owner and/or Lessee of any deficiencies. If any
deficiencies are discovered, the Property Owner and/or Lessee shall
correct the deficiencies. The County Engineer and /or the Depaituient of
Planning Services shall reinspect the improvements after notification from
the Property Owner and/or Lessee that said deficiencies have been
corrected. If the County Engineer and/or Department of Planning Services
find that the improvements are constructed according to County standards,
he or she shall recommend full acceptance. Upon a receipt of a positive
unqualified written recommendation from the County Engineer and/or the
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Department of Planning Services for acceptance of improvements within
the USR, the Board of County Commissioners shall fully accept said
improvements.
7.0 General Requirements for Collateral:
7.1 County requires Property Owner and/or Lessee to provide collateral to
guaranty all of Property Owner and/or Lessee's obligations under this
Agreement: (1) Project Collateral for completion of all improvements
described in this Agreement shall be provided separately for on -site
improvements and off -site improvements; (2) Warranty Collateral
required for all improvements during the warranty phase; and (3) Road
Maintenance Collateral (If Applicable) to be kept in place for the life of
the permit.
7.2 Project Collateral submitted to Weld County to guarantee completion of
the improvements indentified on the accepted Construction Plans and
USR12-0057 Plat Map and further enumerated in the costs listed in
Exhibit "A," must be equivalent to One -Hundred Percent (100%) of the
value of the improvements as shown in this Agreement. Collateral for Off -
site improvements that extend partially off -site as mentioned in Section
A., 1.0 (if any) or D.2.0 of this Agreement that include only improvements
involving turning radii and approaches can be included as part of the On -
site collateral amount, if clearly delineated on accepted Construction Plans
and differentiated as "Entrance Improvements" on Exhibit "A" On -Site
Improvements of this Agreement. This collateral must be submitted to
County upon the submission of the Property Owner and/or Lessee's
application of a grading, building, and/or right -of way permit, or at a time
determined acceptable by the Board of County Commissioners, and shall
be held in total by County as provided in Paragraph E. 7.3 below until all
improvements have been completed.
7.3 Warranty Collateral for all on -site and off -site improvements shall be
submitted to County and shall be held in total by the County for two (2)
years following its written acceptance of the improvement(s).
7.4 In the event Property Owner and/or Lessee fails to adequately complete
and/or repair improvements associated with this Improvements
Agreement, County will access, in its sole discretion, Project or Warranty
Collateral to the extent necessary to complete said improvements or
repairs in order to preserve public interest.
7.5 Road Maintenance Collateral shall be submitted to County upon the
release of the warranty collateral by the Board of County Commissioners
or at the time of approval of this Agreement, if no Project Collateral was
initially submitted. Road Maintenance Collateral is held for use on roads
associated with the designated haul route. The amount of the collateral
required for road maintenance shall be one percent (1%) of the initial
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Project Collateral listed on Exhibit "A" — Cost Sheet (OFF -SITE) of this
agreement. If no Off -Site Collateral is submitted, the amount of Road
Maintenance Collateral shall be one percent (1%) of the initial Project
Collateral listed on Exhibit "A"- Cost Sheet (ON -SITE). If no Project
Collateral was initially submitted, Road Maintenance Collateral shall be
submitted at the time of approval for this Agreement or at such time that
approved USR12-0057 activities are initiated. The submitted amount shall
be $3,600.00 for facilities adjacent to paved haul route roads or $2,400.00
for facilities adjacent to gravel haul route roads, and the amounts will be
listed on Exhibit "A"- Cost Sheet (OFF -SITE). Road Maintenance
Collateral shall be held by County as long as this Agreement is in effect
and returned to the Property Owner and/or Lessee upon vacation of
associated land use agreement or permit. The Road Maintenance
Collateral will only be accessed by the County, if upon notification to
Property Owner and/or Lessee of required roadway safety related repairs;
Property Owner and/or Lessee fails to perform said repairs. If any of this
collateral shall be collected by County, Property Owner and/or Lessee
shall replace the amount, plus interest, within six (6) months.
7.5.1 Road Maintenance Collateral Option (For Materials Haulers):
In lieu of cash collateral, Property Owner and/or Lessee may
submit funds quarterly to Weld County, at a rate of ten (10) cents
per ton, based on the amount of processed material leaving the site.
These funds will be escrowed by the County and utilized for
roadway repairs specific to the USR's designated haul route. The
first payment of funds will be due three months after the initial sale
of materials from the USR site. Subsequent quarterly payments
will be deposited in the associated escrow account until the USR
permit is terminated. Utilization of this collateral option will
negate any further obligations of the Property Owner and/or Lessee
and/or Applicant to participate in any future maintenance and/or
improvements projects for the associated Haul Route. Upon
vacation of the USR for this facility and following determination
by Public Works staff that no immediate repairs are required for
the Haul Route, any remaining funds in the escrow account will be
returned to the USR Permittee.
7.5.2 Road Maintenance Collateral (For Off -Site Dust Control — If
Applicable):
The total costs for materials and application, will be listed on
Exhibit "A" (OFF -SITE) — Dust Control, of this agreement. These
funds will be utilized by the County for roadway applications
specific to the USR's designated haul route, only if the applicant
does not adhere to the requirements for dust suppression as
specified in Section A.6.0 of this agreement. Following completion
of all construction phases, and/or upon vacation of this USR, and
following determination by Public Works staff that no immediate
repairs are required for the Haul Route, any remaining Dust
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Control collateral will be returned to the USR Permittee.
7.6 Acceptable Project Collateral shall be submitted when the Property Owner
and/or Lessee submits an application for the Grading Permit, Building
Permit, or Right -of -Way Access Permit prior to commencement of Site
Preparation, as herein defined.
7.6.1 No grading or building permits shall be issued for any site related
activities, on the property and no Site Preparation shall commence
until cost estimates for all improvements are updated and collateral
is provided in the amount of One -Hundred percent (100%) of the
then current value of the improvements to be completed, and the
development plans are revised to comply with all current County
standards, policies and regulations, except with prior County
consent. The improvements shall be completed within the time
schedule set forth in Exhibit "B", which is attached hereto and
made a part of this Agreement. "Site Preparation" shall mean
earthwork grading or performance of work, or construction or
installation of improvements related to Applicant's operations
pursuant to USR12-0057 that require a grading or building permit
from the County pursuant to the Weld County Code. In the event
that the Improvements outlined in this Agreement and Exhibit A
are not completed within one year of the execution of this
Agreement Weld County may require Property Owner and/or
Lessee to obtain current cost figures for one or more of the
Improvements.
7.7 Collateral may be in the form of an irrevocable letter of credit (LOC) in an
amount equivalent to one -hundred percent (100%) of the total value of the
improvements set forth in the Improvements Agreement and the Plat; the
LOC shall be subject to the requirements of Weld County Code Section 2-
3-30 B. The Property Owner and/or Lessee shall utilize only a County
approved form when obtaining an LOC: (IRRVEVOCABLE STANDBY
LETTER OF CREDIT FOR BOARD OF COUNTY COMMISSIONERS
OF WELD COUNTY, COLORADO). A copy of said form shall be
provided to Applicant upon request.
7.8 Collateral may be in the form of a surety bond given by a corporate surety
authorized to do business in the State of Colorado in an amount equivalent
to one hundred percent (100%) of the value of the improvements set forth
in the Improvements Agreement and the Plat. The surety bond shall
conform to and be subject to the requirements of Weld County Code
Section 2-3-30 B.4. The Property Owner and/or Lessee shall utilize only a
County approved form when obtaining a surety bond: (PERFORMANCE
BOND FOR BOARD OF COUNTY COMMISSIONERS OF WELD
COUNTY, COLORADO). A copy of said form shall be provided to
Applicant upon request.
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7.9 Collateral may be in the form of a cash deposit made with the Board in an
amount equivalent to One Hundred Percent (100%) of the value of the
improvements set forth in the Improvements Agreement. In the event the
applicant is required to warranty the improvements, the applicant shall
replace the original deposit with a deposit in the amount of fifteen percent
(15%) of the original amount and those funds shall remain available to the
County until released by the County at the end of the warranty period.
7.10 The Board of County Commissioners reserves the right to reject collateral
which is deemed inappropriate or insufficient, which may be either as
collateral in the form of a letter of credit offered by a banking institution
which does not have at least a "three star" rating given by Bauer Financial,
or as collateral in the form of a performance bond offered by an insurance
company which does not have at least a B+ rating given by A.M. Best.
The Board further reserves the right to require Property Owner and/or
Lessee to obtain replacement collateral if the rating of the fmancial
institution providing said collateral drops below the levels stated above.
Replacement collateral shall be submitted by Property Owner and/or
Lessee within sixty (60) days of the Board's notice to Property Owner
and/or Lessee that the rating has fallen and that the collateral must be
replaced. Property Owner and/or Lessee may not terminate existing
collateral until replacement collateral has been secured.
8.0 Request for Release of Collateral: Collateral shall be released in accordance with
the provisions of Weld County Code Section 2-3-30.C. Prior to release of collateral for the entire
project or for a portion of the project by Weld County, the Property Owner and/or Lessee must
present a Statement of Substantial Compliance from an Engineer registered in the State of
Colorado. The Statement of Substantial Compliance shall state that the project or a portion of the
project has been completed in substantial compliance with accepted plans and specifications
documenting the following:
8.1 The Property Owner and/or Lessee's Engineer or his representative has
made regular on -site inspections during the course of construction and the
construction plans utilized are the same as those accepted by Weld
County.
8.2 For the improvements to public rights -of -way or easements, test results
must be submitted for all phases of this project as per Colorado
Department of Transportation (CDOT) Schedule for minimum materials
sampling, testing and inspections found in CDOT Materials Manual.
8.3 "As -built" plans shall be submitted at the time the letter requesting release
of collateral is submitted. The Property Owner and/or Lessee's Engineer
shall certify that the project "as -built" is in substantial compliance with the
plans and specifications as approved, or that any material deviations have
received prior written acceptance from the County Engineer.
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8.4 The Statements of Substantial Compliance must be accompanied, if
appropriate, by a letter of acceptance of maintenance and responsibility by
the appropriate utility company, special district or town for any utilities.
8.5 A letter must be submitted from the appropriate Fire Authority, if
applicable, indicating the fire hydrants are in place in accordance with the
approved plans. The letter shall indicate if the fire hydrants are operational
and, if required by the County, state the results of fire flow tests.
8.6 The requirements in the paragraphs 8.0 through 8.5 shall be noted in the
final Construction Plans.
8.7 Following the submittal of the Statement of Substantial Compliance and
written recommendation of acceptance of the improvements by the Weld
County Department of Planning Services and the Weld County
Department of Public Works, the Property Owner and/or Lessee (if
Property Owner and/or Lessee has supplied any or all of the collateral)
may request release of the collateral for the project or portion of the
project by the Board. This action will be taken at a regularly scheduled
public meeting of the Board.
8.8 Following the written request for partial release of the "Project
Collateral", the Weld County Department of Planning Services and the
Weld County Department of Public Works County shall inspect the on -site
and/or off -site improvements. If the improvements require mitigation or
further repairs are required, said work must be completed prior to the
partial release of "Project Collateral". For all off -site and on -site
improvements (including improvements to public rights -of -way or
easements), the written request for release of "Project Collateral" shall be
accompanied by "Warranty Collateral" in the amount of fifteen percent
(15%) of the value of the improvements as shown in this Agreement.
However, collateral for improvements fully accepted for maintenance by a
responsible governmental entity, special district or utility company will be
fully refunded to Property Owner and/or Lessee.
8.9 Following the written request for release of the "Warranty Collateral", the
Weld County Department of Planning Services and the Weld County
Department of Public Works County shall inspect the on -site
improvements. If the improvements require mitigation or further repairs
are required, said work must be completed prior to the conclusion of the
Warranty period. The "Warranty Collateral" shall be released to the
Property Owner and/or Lessee following the expiration of the warranty
period upon final written acceptance by the Board of County
Commissioners.
8.10 For all off -site and on -site improvements (including improvements to
public rights -of -way or easements), the written request for release of
"Warranty Collateral" shall be accompanied by "Road Maintenance
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Collateral" (If Applicable) as specified in Section E.7.5 of this Agreement.
"Road Maintenance Collateral" for roads associated with the designated
haul route shall be maintained as long as the USR is active.
9.0 Successors and Assigns: This Agreement may not be delegated, transferred or
assigned in whole or in part by Property Owner and/or Lessee without the express written
consent of County and the written agreement of the party to whom the obligations under this
Agreement are assigned. Applicant's release of its obligations shall be accomplished by
County's execution of a new Improvements Agreement with the successor owner of the property.
(See paragraphs F. 1.2 and 2.2 below) Consent to a delegation or an assignment will not be
unreasonably withheld by County. In the event of sale of the Property, County may agree to
release Property Owner and/or Lessee in whole or in part from obligations under this Agreement.
County's rights and obligations under this Agreement shall automatically be delegated,
transferred or assigned to any municipality which, by and through annexation proceedings, has
assumed jurisdiction and maintenance responsibility over the roads affected by this Agreement.
All of the terms and conditions set forth in this Agreement shall be binding upon the heirs,
executors, personal representatives, successors and assigns of Property Owner and/or Lessee, and
upon recording by the County, shall be deemed a covenant running with the land herein
described.
10.0 County Engineer: All references in this Agreement to "County Engineer" shall
refer to the any individual or individuals appointed by the County Engineer to act on his/her
behalf.
11.0 Violation of Terms of Agreement: If in County's opinion, Property Owner and/or
Lessee has violated any of the terms of this Agreement, County shall notify Property Owner
and/or Lessee of its belief that the Agreement has been violated and shall state with specificity
the facts and circumstances which County believes constitute the violation. Property Owner
and/or Lessee shall have fifteen (15) days within which to either cure the violation or
demonstrate compliance. If, after fifteen (15) days have elapsed, County believes in good faith
that there has been a violation of the terms of this Agreement, County shall initiate proceedings
to revoke the permit which is the subject matter of this Agreement. Violations of the terms of this
Agreement include violations of the agreements contemplated by Paragraphs C. 4.0 & C. 5.0 of
this Agreement, and a failure to enter into such Agreements in a timely manner.
F. Termination of Agreement:
1.0 Termination Event: This Agreement shall terminate upon the earliest of the
following events:
1.1 Cessation of all Permit Related Activities. Termination of this Agreement
shall occur upon Operator's complete cessation of all activities permitted under USR12-
0057 or any amendments thereto. A partial cessation of activities shall not constitute a
Termination of this Agreement, nor shall County's issuance of a partial release constitute
a Termination. Operator shall provide written notice to Property Owner and/or Lessee
and County of said cessation of activity, which County shall then verify. If written notice
is not provided to County, Termination of this Agreement shall not occur until County
has determined that the Use by Special Review is inactive, which shall be three (3) years
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3933339 Pages: 20 of 27
0Steve7 MorO13 eno,OCler9PM R k and Recorder r$0 Weld e0County CO
■IIIMP1 TIll MI RZ�MRJ�L1lM7°III
following County's observance of the cessation of activities, as provided in Sec. 23-2-
200.E of the Weld County Code.
1.2 Execution of Replacement "Improvements Agreement According to
Policy Regarding Collateral for Improvements — USR12-0057 by New Property Owner
and/or Lessee: This Agreement shall terminate following County's execution of a new
Improvements Agreement According to Policy Regarding Collateral for Improvements —
USR12-0057 with a new Property Owner and/or Lessee who has purchased the Property,
and intends to make use of the rights and privileges available to it through the then
existing USR.
1.3 Execution of Replacement "Improvements Agreement According to
Policy Regarding Collateral for Improvements — USR12-0057 by New Operator: This
Agreement shall terminate following County's execution of a new Improvements
Agreement According to Policy Regarding Collateral for Improvements — USR12-0057
with a new operator who has assumed the operation of the business on the Property
which business activities are permitted by the then existing USR.
2.0 Termination Procedures.
2.1 Termination Procedures Following Cessation of Permit Related Activities:
Following the events outlined in paragraph 1.1 above, County shall conduct its annual
road inspection. Said road inspection shall be conducted on or before May 31 following
the announcement or determination of the cessation of permit related activities on the
Property. The results of the inspection shall be delivered in writing to the Property Owner
and/or Lessee and Operator. If the County determines that pursuant to the terms of this
Agreement, the Operator must complete any of the improvements and/or road
maintenance obligations outlined herein, said obligations must be completed within a
reasonable period of time thereafter, but in no event later than six (6) months following
the determination that permit related activities have ceased. Collateral shall not be
released by County until such time as county determines that all of the improvements
have been completed.
2.2 Termination Procedures Pursuant to Transfer of Ownership of the
Property or Transfer of Operations: If the Property Owner and/or Lessee or Operator
desires to assign its rights and obligations under this Agreement to a successor Property
Owner and/or Lessee or Operator, the Property Owner and/or Lessee or Operator shall,
prior to the transfer, provide County with a written Notice to Transfer, stating the date of
transfer, and identifying the party to whom the transfer shall be made. Following receipt
of the Notice to Transfer, County shall inspect the improvements required under the
terms of this Agreement to determine whether the improvements have been completed. If
the improvements have not been completed, the Property Owner and/or Lessee and/or
Operator shall either complete the improvements or post collateral equal to the cost of the
completion of the improvements, if such collateral is not in place. If collateral is available
at the time, County shall hold a hearing to determine whether the collateral should be
called upon to pay County or a contractor of the County to complete the improvements.
County shall also inspect the road(s) which are covered by this Agreement to assess the
current condition of the road(s) and determine whether Operator and/or Property Owner
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Final 2013 (2-26-13).docx -
3933339 Pages: 21 of 27
05/17/2013 03:59 PM R Fee:$0.00
Steve Moreno, Clerk and Recorder, Weld County, CO
®IIIMM'rTlVlhr2!k' PAihidilithiPaLlfrerti, ®1111
and/or Lessee would be required to perform road maintenance within the following
twelve months had the Agreement not been assigned. If road maintenance is, in the
opinion of County, required, Property Owner and/or Lessee and/or Operator shall be
required to either perform the road maintenance or to post collateral equal to the cost of
said maintenance. County shall not execute a new Improvements Agreement According
to Policy Regarding Collateral for Improvements - USR12-0057 with a successor
Property Owner and/or Lessee and/or Operator prior to the performance of the road
maintenance or the posting of collateral for said maintenance, unless the new Property
Owner and/or Lessee and/or Operator posts collateral for the required maintenance.
3.0 Consequence of Termination by Cessation of Permit Related Activities:
Following County's confirmation that Property Owner and/or Lessee and/or Operator has/have
ceased all permit related activities and has/have completed previously uncompleted
Improvements and or completed any required road maintenance, County shall release Property
Owner and/or Lessee and/or Operator from all further obligations under this Agreement. No
Further permit related activities shall be permitted unless and until approved by County
following execution of a new Improvements Agreement According to Policy Regarding
Collateral for Improvements — USR12-0057 with a Property Owner and/or Lessee and Operator.
4.0 Consequence of Termination by Execution of Replacement Improvements
Agreement: Following County's execution of an Improvements Agreement According to
Policy Regarding Collateral for Improvements — USR12-0057 with a successor Property Owner
and/or Lessee and/or Operator, the predecessor Property Owner and/or Lessee and/or Operator
shall have no further rights and/or obligations under this Agreement or in USR12-0057.
5.0 Consequence of Termination Pursuant to Paragraph E.11.0: In the event that
activities related to USR12-0057 cease as a result of the revocation of the permit as described in
Paragraph E.11.0 of this Agreement, neither Property Owner and/or Lessee nor Operator will be
released from any of the obligations imposed by the terms of this Agreement only after Property
Owner and/or Lessee's successful completion of all improvements required under this
Agreement or after County accesses the collateral to the extent necessary to complete
improvements County, in its sole discretion, deems necessary to preserve public interests.
G. Governmental Immunity: No term or condition of this agreement shall be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections
or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as
applicable now or hereafter amended.
H. Enforcement: If, in the County's opinion, Property Owner and/or Lessee has violated
any of the terms of this Agreement, County shall notify property Owner of its belief that the
Agreement has been violated and shall state with specificity the facts and circumstances which
the County believes constitute violation. Property Owner and/or Lessee shall have thirty (30)
days within which to either cure the violation or demonstrate compliance. If, after thirty (30)
days have elapsed, County believes in good faith that a violation of the terms and conditions of
this Agreement still exists (despite cure), County may enforce by any legal means, including, but
not limited to, legal action for equitable or monetary relief filed in the Weld District Court,
execution upon submitted collateral (if applicable), and/or administrative action of the County to
suspend or revoke the underlying land use permit or approval pursuant to the procedural
Page 20 of 23
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05/17/2013 03:59 PM R Fee:$0.00
Steve Moreno, Clerk and Recorder, Weld County, CO
®III P1lLL4P��lI�i'PF�C6'i�llCAA IVAWU Ili BIM
provisions of Section 2-4-40 of the Weld County Code. Violations of the terms and conditions
of this Agreement include, but are not limited to, violations of the agreements Property Owner
and/or Lessee must enter into as required by this Agreement, and/or failure to enter into such
agreements in a timely manner.
I. No Third Party Beneficiary Enforcement: It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the undersigned parties, and nothing contained in
this Agreement shall give or allow any claim or right of action whatsoever by any other person
or entity not included in this Agreement. It is the express intention of the undersigned parties that
any person or entity, other than the undersigned parties, receiving services or benefits under this
Agreement shall be an incidental beneficiary only.
J. Authority to Sign: Each person signing this Agreement, and associated Exhibits,
represents and warrants that he or she is duly authorized and has legal capacity to execute and
deliver this Agreement. Each party represents and warrants to the other that the execution and
delivery of the Agreement and the performance of such party's obligations hereunder have been
duly authorized and that the Agreement is a valid and legal agreement binding on such party and
enforceable in accordance with its terms. If requested by the County, Property Owner and/or
Lessee shall provide the County with proof of Property Owner and/or Lessee's authority to enter
into this Agreement within five (5) days of receiving such request.
3933339 Pages: 23 of 27
05/17/2013 03:59 PM R Fee:$0.00
Steve Moreno, Clerk and Recorder, Weld County, CO
®III Ih rikl? iaFttillilh'ickEhrillirit0C, 111111
Page 21 of 23
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the
day and year first above written.
PROPERTY
OWNERS:
PRINTED NAME 1-t o o h I Lac
c
TITLE (If Applicable) AktAocki
STATE OF COLORADO
County of Weld
)
)
)
ss.
The foregoing instrument was acknowledged before me this I / day of
2013, by si-Ct)tyl
WITNESS my hand and official seal.
q r
My commission Expires: 3/ ,1- // /5
SIGNATURE
PRINTED NAME
O
nu (,( .Oa
TITLE (If Applicable) Qv_t_trier
STATE OF COLORADO )
) ss.
County of Weld )
L. VUe(
The foregoing instrument was acknowledged before me this
2013, by are 5tt)u_i
WITNESS my hand and official seal.
My commission Expires: 3p- / J )J
3933339 Pages: 24 of 27
05/17/2013 03:59 PM R Fee:$0.00
Steve Moreno, Clerk and Recorder, Weld County, CO
11111 KV EillifintIAMIAIl'TrY� �v ti 1 'i' 1111
day of
LESSEE:
SIGNATURE
PRINTED NAME J05G? h H H. Gore,
TITLE /Motile y - I n - reic1-
STATE OF COLORADO
SS.
County of Weld
tri
The foregoing instrument was acknowledged before me this 12 day of Agri I ,
2013, by So5eph H• Lorenzo, fl}+orney- Tn - rat 1 —
WITNESS my hand and official seal.
My commission Expires:
ATTEST:
Notary P
5-17-r2o'a
Weld County Clerk to the Board
BY:
Deputy Clerk to
APPROVED AS TO FORM:
O�\DEGFZ,o
TFpP co�O\\',\ "
° /011 iunu""`�5�.
'On Expires
BOARD OF COUNTY COMMISSIONERS
WELD COCOLORADO
William F. Garcia, Chair
APR 2 9 2013
Coun Attorney
3933339 Pages: 25 of 27
05/17/2013 03:59 PM R Fee:$0.00
Steve Moreno, Clerk and Recorder, Weld County, CO
®u�kirdi'llt Li IhrI.ININ III
ao13-/a2 a.
Wells Ranch Facility - Site Improvements
Site Improvements Agreement Estimate
Weld County, CO
Project No. 133-35719-12002
Tetra Tech Plans - Grading Permit dated Nov. 20, 2012
2/4/13
A. OFF SITE IMPROVEMENTS
1. Entrance/Access Improvements
1 Grading
2 Road Base
3 15" RCP Culvert
4 Rip Rap
5 Signage
2. Landscaping (Seeding)
1 Revegetation
B. ON SITE IMPROVEMENTS
CY 100
TON 50
LF 82
CY 7
EA 1
SY 130
$4.00
$14.00
$38.00
$32.00
$400.00
Subtotal
$0.75
Subtotal
$400.00
$700.00
$3,116.00
$224.00
$400.00
$4,840.00
$97.50
$97.50
A. TOTAL OFF SITE IMPROVEMENTS $4,937.50
1. Site Grading (includes Street Grading)
1 Cut and Fill - on site CY 8,000
2 Import and Placement (Wells Ranch Source) CY 5,000
2. Street Base
1 Road Base TON 7,672
3. Curbs, Gutters and Culverts
1 18" RCP Culvert LF 120
2 24" RCP Culvert LF 71
4. Retention/Detention Ponds
1 12" PVC Culvert LF 142
2 Outlet Structures EA 2
3 Cut Off Walls EA 2
4 Emergency Spillway CY 681
5. Ditch Improvements
1 TRM Lined Areas SY 1360
6. Erosion Control Measures/BMPs
1 Silt Fence
2 Inlet Protection
3 Outlet Protection
4 Concrete Washout Areas
5 Vehicle Tracking Pads
6 Check Darns
7 Rip Rap
$4.00 $32,000.00
$12.00 $60,000.00
Subtotal $92,000.00
$14.00 $107,408.00
Subtotal $107,408.00
$48.00 $5,760.00
$54.00 $3,834.00
Subtotal $9,594.00
$28.00 $3,976.00
$1,000.00 $2,000.00
$500.00 $1,000.00
$32.00 $21,792.00
Subtotal $28,768.00
$4.00 $5,440.00
Subtotal $5,440.00
LF 5,028 $3.00 $15,084.00
EA 6 $150.00 $900.00
EA 6 $200.00 - $1,200.00
EA 2 $800.00 $1,600.00
EA 2 $1,000.00 $2,000.00
EA 72 $50.00 $3,600.00
CY 800 $32.00 $25,600.00
Subtotal $49,984.00
3933339 Pages: 26 of 27
05//2013
03:59 el
StMoreno: Clerk and Recorder Weld
County co
Ell hMRlR Ni?17i%LIlA'hN.EIM3M311Ifall4 11111
Page 1 35719-12002 SIA Estimate.xlsx
7. Parking Area
1 Concrete Paving
8. Signage and Pavement Marking
1 Misc Striping for Handicap Parking
2 Signage
9. Fencing Requirements
1 New Site Fencing
10. Landscaping (Seeding, Trees, etc.)
1 Topsoil Placement (3")
2 Revegetation
Notes:
SF 409
LS 1
EA 2
LF 7,967
CY 4494
SY 53924
$6.00 $2,454.00
Subtotal $2,454.00
$500.00 $500.00
$400.00 $800.00
Subtotal $1,300.00
$7.00 $55,769.00
Subtotal $55,769.00
$5.00 $22,470.00
$0.75 $40,443.00
Subtotal $62,913.00
B. TOTAL ON SITE IMPROVEMENTS
1 - above quantities include only the estimated work remaining to be completed on site as of 2-4-13
2727
Pages: of .00
05/17/ 9 03:59 PM R Fee :$0 Weld County, CO III
Steve 2013
Steve Moreno, Clerk and Recorder, i
■IIIidl��a'SRI' itiliNL Wiliallli.�?�Y'1�'Ik�ri i
Page 2
$365,646.00
35719-12002 SR Estimate.xlsx
MEMORANDUM
TO: Clerk to the Board
DATE: 4/25/2013
FROM: Richard Hastings, Public Works Department
SUBJECT: BOCC Agenda Item - Approve Improvements
Agreement and Accept Collateral For:
Wells Ranch -Noble Energy (USR12-0057)
Request for Approval of Improvements Agreement:
The Department of Public Works received a request from the applicant's representative, Julie
Cozad/Tetra Tech, requesting that the Board of County Commissioners consider approving the
Improvements Agreement for the Mineral Resource Development Facility including an Oil & Gas
Support and Storage Facility (Crude oil & gas central processing & oil storage facility, water
recycling facility, tank & pipeline storage) (USR12-0057), located at CR's 67 & 68, southeast of
the town of Barnesville.
Weld County Public Works Department reviewed the above -mentioned signed original document
and observed the following:
• All Public Works related items, of the "Improvements Agreement According To Policy
Regarding Collateral For Improvements", are found to be acceptable.
Request for Acceptance of Collateral:
The Department of Public Works received a request from the applicant's representative, Julie
Cozad/Tetra Tech, requesting that the Board of County Commissioners consider accepting
collateral in the form of a Performance Bond (#022044878) — Liberty Mutual Insurance Company
in the amount of $370,583.50, for the above -mentioned Improvements Agreement.
Recommendation:
The Department's of Public Works and Planning Services are recommending approval of the
Improvements Agreement According To Policy Regarding Collateral For Improvements and the
acceptance of collateral, in the amount of $370,583.50 for Wells Ranch -Noble Energy (USR12-
0057).
pc: Heidi Hansen, Public Works
Chris Gathman, Planning Services
2013-1022
M:\PLANNING - DEVELOPMENT REVIEW\ -2012 Planning Referrals \USRI2\USR12-0057 Wells Ranch Gas Plant \Improvements
Agreement AApprove IA & Accept Collateral (USR 12-0057) - Wells Ranch -Noble Energy- MEMO.docx
6-4
PERFORMANCE BOND FOR
BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO
Bond No. 022O44878
KNOW ALL PERSONS BY THESE PRESENTS, that (name)Noble Energy,
Inc., (address)100 Glenborough Dr., Ste. 100, Houston, TX 77067, a
(corporation, limited liability company, etc.)Corporation, organized
under the laws of the State of Delaware, with its principal office
located at (address)100 Glenborough Dr., St. 100, Houston, TX 77067,
hereinafter called "Principal", and (name of surety)Liberty Mutual
Insurance Company, of (address of surety)175 Berkeley Street, Boston,
MA 02116, hereinafter called "Surety" are held and firmly bound unto
Board of County Commissioners of Weld County, Colorado, on behalf of
Weld County, Colorado, hereinafter called "Obligee" in the full and
penal sum of Three Hundred Seventy Thousand Five Hundred Eighty Three
and 50/100 Dollars ($370,583.50), lawful money of the United States for
the payment of which well and truly made, we bind ourselves, our heirs,
administrators, successors and assigns, jointly and severally, firmly
by these presents.
WHEREAS, the above -bound Principal has obtained or is about to
obtain from the Obligee a land use permit, namely (insert the specific
permit and number - USR, SPR etc)USR12-0056, and pursuant to the
requirements of said permit, has entered into an Improvements
Agreement, dated 4 -d.4 -Jo 3, with Obligee, and
WHEREAS, The Improvements Agreement requires Principal to obtain
a performance bond in an amount equal to the total cost of the
improvements for which Principal is responsible and naming Obligee as
beneficiary, and
WHEREAS, the value of improvements for which Principal is
responsible equals Three Hundred Seventy Thousand Five Hundred Eighty
Three and 50/100 Dollars, ($370,583.50).
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if
Principal shall well, truly and faithfully perform its duties, and all
of its undertakings, covenants, terms, and conditions as set forth in
the Improvements Agreement, and if Principal shall satisfy all claims
and demands set forth in said agreement, and shall fully indemnify and
save harmless Obilgee from all costs and damages which it may suffer by
reason of Principal's failure to perform as agreed, and shall reimburse
and repay Obligee all outlay and expense which Obligee may incur in
making good any default, then this obligation shall be null and void;
PROVIDED FURTHER, that if Principal shall default in any of its
obligations set forth in the Improvements Agreement, and thereafter
fail to fully indemnify and save harmless Obilgee from all costs and
damages which it may suffer by reason of said default, this obligation
shall remain in full force and effect;
PROVIDED FURTHER, that Surety, for value received hereby stipulates and
agrees that no change, extension of time, alteration or addition to the
terms of the Improvements Agreement to the work to be performed
thereunder, shall in any way affect its obligations on this bond, and
it does hereby waive notice of any such change, extension of time,
alteration or addition to the terms of the Improvements Agreement.
PROVIDED FURTHER, this bond is NONCANCEL7,ABLE, and shall renew
annually automatically, from the date of this bond until its release by
Obligee, to guarantee that Principal shall well, truly and faithfully
perform its duties, and all of the undertakings, covenants, terms, and
conditions set forth in the Improvements Agreement, and any extensions
thereof which may be granted by Obligee with or without notice to
Surety.
The parties to this Performance Bond acknowledge that through the
Improvements Agreement, Obligee reserved the right to require Principal
to obtain a different Performance Bond from a financial institution
other than Surety in the event that the rating of Surety by AM Best
falls below a B+ rating.
IN WITNESS WHEREOF, this instrument is executed in four (4)
counterparts, each one of which shall be deemed an original, this 1st
day of April, 2013.
Noble Energy, Inc.
Principal
(SEAL)
M o
Secretary/Witness
WYtness as to Surety
2727 Allen Parkway, Ste 2100
Address
By:
T
le Gerald M. Stevenson, VP & Treasurer
Liberty Mutual Insurance
(INSURANCE- COMPANY NAME)
By:
Phyll
5
Company
amirez, attorney -in -F. t
2727 Allen Parkway,
Address
Houston, TX 77019 Houston, TX 77019
Address
Suite 2100
Address
IMPORTANT: Surety company executing bond must appear on the Treasury
Department's most current list (Circular 570 as amended) and be
authorized to transact business in the State of Colorado.
Bond must be accompanied with Attorney -in Fact's authority from the
surety company certified to include the date of the bond.
THIS POWER OF ATTORNEY IS NOT VALID UNLESS IT IS PRINTED ON RED BACKGROUND.
This Power of Attorney limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated.
Certificate No. 5548733
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BOND NO. 022044878
American Fire and Casualty Company
The Ohio Casualty Insurance Company
West American Insurance Company
Liberty Mutual Insurance Company
Peerless Insurance Company
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS: That American Fire & Casualty Company and The Ohio Casualty Insurance Company are corporations duly organized under the laws of
the State of Ohio, that Liberty Mutual Insurance Company is a corporation duly organized under the laws of the State of Massachusetts, that Peerless Insurance Company is a corporation
duly organized under the laws of the State of New Hampshire, and West American Insurance Company is a corporation duly organized under the laws of the State of Indiana (herein
collectively called the 'Companies"), pursuant to and by authority herein set forth, does hereby name, constitute and appoint, Fric S FPighf .lAnie Cerrneno' Joyce A
Johnson. Philio N Bair Phyllis Ramirez
all of the city of Houston state of TX each individually if there be more than one named, its true and lawful attorney -in -fact to make, execute, seal, acknowledge
and deliver, for and on its behalf as surety and as its act and deed, any and all undertakings, bonds, recognizances and other surety obligations, in pursuance of these presents and shall
be as binding upon the Companies as if they have been duly signed by the president and attested by the secretary of the Companies in their own proper persons.
IN WRNESS WHEREOF, this PowerofAttomey has beensubscdbed byan authorized officeror officialof Companies and thecorporate sealsof the Companies have been affixed theretothis
5th day of September 2012
STATE OF WASHINGTON SS
COUNTY OF KING
American Fire and Casualty Company
The Ohio Casualty Insurance Company
Liberty Mutual Insurance Company
Peerless Insurance Company
West American Insurance Company
By: a... -
Gregory W. Davenport, Assistant Secretary
On this 5th day of September 2012 before me personally appeared Gregory W. Davenport. who acknowledged himself to be the Assistant Secretary of American Fire and
Casualty Company, Liberty Mutual Insurance Company, The Ohio Casualty Company, Peerless Insurance Company and West American Insurance Company, and that he, as such, being
authorized so to do, execute the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at Seattle, Washington, on the day and year first above written.
By: F.bGS
KD Riley , No Public
This Power of Attomey is made and executed pursuant to and by authority of the following By-laws and Authorizations of American Fire and Casualty Company, The Ohio Casualty Insurance
Company, Liberty Mutual Insurance Company, West American Insurance Company and Peerless Insurance Company, which resolutions are now in hull force and effect reading as follows:
ARTICLE IV — OFFICERS — Section 12. Power of Attorney. Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President, and subject
to such limitation as the Chairman or the President may prescribe, shall appoint such attorneys -in -fact, as may be necessary to act in behalf of the Corporation to make, execute, seal,
acknowledge and deliver as surety any and all undertakings,bonds, recognizances and other surety obligations. Such attorneys -in -fact, subject to the limitations set forth in their respective
powers of attomey, shall have hill power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation. When so
executed, such instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attomey-in-fact under
the provisions of this artide may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority.
ARTICLE XIII— Execution of Contracts — SECTION 5. Surety Bonds and Undertakings. My officer of the Company authorized for that purpose in writing by the chairman or the president,
and subject to such limitations as the chairman or the president may prescribe, shall appoint such attorneys -in -fact, as may be necessary to act in behalf of the Company to make, execute,
seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attorneys -in -fact subject to the limitations set forth in their
respective powers of attorney, shall have full power to bind the Company by their signature and execution of any such instruments and to attach thereto the seal of the Company. When so
executed such instruments shall be as binding as if signed by the president and attested by the secretary.
Certificate of Designation — The President of the Company, acting pursuant to the Bylaws of the Company, authorizes Gregory W. Davenport, Assistant Secretary to appoint such
attomey-in-fact as may be necessary to act on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other
surety obligations.
Authorization — By unanimous consent of the Company's Board of Directors, the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the
Company, wherever appearing upon a certified copy of any power of attomey issued by the Company in connection with surety bonds, shall be valid and biding upon the Company with the
same force and effect as though manually affixed.
I, David M. Carey, the undersigned, Assistant Secretary, of American Fire and Casualty Company, The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, West
American Insurance Company and Peerless Insurance Company do hereby certify that the original power of attomey of which the foregoing is a hill, true and correct copy of the Power of
Attomey executed by said Companies, is in full force and effect and has not been revoked.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this 1st day of April 20_0_ .
By:
4
David M. Carey, Assistant Secretary
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