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Home My WebLink About20063160.tiff RESOLUTION RE: APPROVE LONG-TERM ROAD MAINTENANCE AND IMPROVEMENTS AGREEMENT AND AUTHORIZE CHAIR TO SIGN - CEDAR CREEK WIND ENERGY, LLC WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Long-Term Road Maintenance and Improvements Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Works, and Cedar Creek Wind Energy, LLC, 310 Fourth Street N.E., Charlottesville, Virginia 22902, commencing upon full execution,with terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County,Colorado,that the Long-Term Road Maintenance and Improvements Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Works, and Cedar Creek Wind Energy, LLC, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was,on motion duly made and seconded, adopted by the following vote on the 15th day of November, A.D., 2006. BOARD OF COUNTY COMMISSIONERS .1 11, h. WELD COON , COLORADO �J ATTEST: ii , f,/ A , 11 - 1861 " � LIM. J. G ile, Chair Weld County Clerk to the oa IE. F;46, , `_ EXCUSED Xl d i r i °\,...° David E. Long, Pro-Tem Depot Cle�the Board 'fri--i, .Li-----_I Willia H. Jerke APPROVED AS TO FORM: �/ Robe 2C Masden &-kp my A rney y i liz- I Glenn Vaad - — Date of signature: 2006-3160 ed,, fig AZ/ Opp/ EG0054 COUNTY OF WELD, STATE OF COLORADO LONG-TERM ROAD MAINTENANCE AND 3_ IMPROVEMENTS AGREEMENT THIS AGREEMENT made and entered into this /5 day of /l'CaldPr , 2006,by and between the County of Weld,State of Colorado,hereinafter called"COUNTY"and Cedar Creek Wind Energy,LLC (USR-1562 and USR-1563) hereinafter called "CEDAR CREEK"; WHEREAS, CEDAR CREEK has acquired a Special Use Permit from the County for a major facility of a public utility(up to 300 individual three-bladed wind turbine generators)and 72 mile 230 KV Trainsmission Lines, and one new switching station location in Legal Description: Parts of Sections 2,3, 9,10, 16,17, 19,20, 30 Township 10 North Range 60 West; Parts of Sections 2, 3, 8,9, 10, 17, 18, 19,25,35,36 Township 10 North Range 61 West;Parts of Sections 24,25, 36 Township 9 North Range 62 West; Parts of Sections 1,12, 13, 24, 25, 36 Township 8 North Range 62 West;Parts of Sections 1, 12, 13, 24,25, 36 Township 7 North Range 62 West;Parts of Sections 1, 12, 13, 24, 25, 34, 35, 36 Township 6 North Range 62 West; Parts of Sections 1, 3, 4, 7, 8 Township 5 North Range 62 West; Parts of Sections 12, 13, 14, 15,22 Township 5 North Range 63 West; Parts of Sections 2, 3, 11, 14, 23, 26, 34, 35 Township 4 North Range 63 West; Parts of Sections 3,10, 15,22, 27,34 Township 3 North Range 63 West;Parts of Sections 3,5,6 Township 2 North Range 63 West; Parts of Sections 1, 2,3,4, 10,15, 22, 27 Township 2 North Range 64 West; Part of Section 7 Township 4 North Range 62 West; and Part of Section 13 Township 4 North Range 63 West Location: Commencing at a point east of WCR 105 and North of WCR 120 at a proposed substation within the boundary of the Proposed Cedar Creek Wind Farm,traversing in a southwesterly direction to a point in the general vicinity of WCR 106 and WCR 87,then traversing in a southerly direction to WCR 98 and WCR 87,then traversing in a southwesterly direction to a point one-half mile west of WCR 85.5 then traversing in a southerly direction to WCR 62 and WCR 85.5 turning west onto WCR 62 to WCR 79.5 then traversing to a point near the intersection of WCR 73 and WCR 58;turning to head south onto WCR 73 to a point near WCR 44 then westerly along WCR 58 to WCR 69,then south to the northerly right-of-way of Interstate 76, then turning west to WCR 65.5 to a point south of Interstate 76 then westerly on WCR 24 to WCR 55 then south on WCR 55 to the proposed Keenesburg Switching Station. Size of Parcel: 1309 +/- Acres WHEREAS,the construction of the wind turbine generator/transmission line generates an increase of heavy vehicle traffic, and WHEREAS, the existing County roads that serve the project shall require increased maintenance and improvement due to the increase in vehicle traffic, and 111111111111111111111111111111111111111 III 1111111111111 3438390 11/30/2006 02:24P Weld County, CO 1 of 5 R 0.00 D 0.00 Steve Moreno Clerk& Recorder - 1 - 2006-3160 • WHEREAS,COUNTY and CEDAR CREEK have reviewed maintenance and improvements proposals put forth by CEDAR CREEK, and both parties agree that such maintenance and improvements will enhance the accessibility and safety of the roads that serve the project. NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, COUNTY and CEDAR CREEK mutually agree as follows: Haul Route A. CEDAR CREEK shall complete the Long-Term Road Maintenance and Improvements Agreement associated with the proposed operation and as outlined in this agreement prior to commencement of hauling operations. B. The Designated haul routes for heavy vehicle traffic to transport material and equipment is defined as follows: North Site: All County roads within the proposed Wind Farm Boundary. Haul Routes : WCR 77,79,390,122,120,87, and 105 (the"roads"). Dust Suppressant: If excessive heavy truck hauling related to the construction of CEDAR CREEK's wind farm of concrete or materials cause dust problems to the adjacent property owners along such roads, the applicant shall be required to provide an adequate dust suppressant chemical (calcium chloride or magnesium chloride) for approximately 300 feet at any residence. Determination on application shall be reasonably determined by the Weld County Public Works Department (Motor Grader Division Supervisor)based on complaints, average daily traffic counts, and increase of heavy truck hauling associated with this operation. Maintenance: CEDAR CREEK agrees to excavate,repair,or patch any material damage on said road that has been created by heavy truck hauling related to the construction of CEDAR CREEK's wind farm. The type and method of repair will be reasonably determined by the Weld County Public Works (Motor Grader Division Supervisor). If any road suffers material damage as the result of heavy truck hauling related to the construction of CEDAR CREEK's wind farm, upon notice by Weld County, the applicant will cease hauling operations or direct the contractor to cease hauling operations until the roadis repaired to the reasonable satisfaction of the Weld County Public Works Department. Hauling operations will not be allowed to resume until the condition of the road allows heavy hauling without material damage being done to the road. CEDAR CREEK shall grade, maintain, and apply dust control adjacent to residences next to all haul routes. If road damage has increased beyond the point that repair of damage can reasonably restore the road CEDAR CREEK will pay 100% of the reasonable cost of improvements. Signing: Utilize the (MUTCD) Traffic Manual appropriately sign construction zones and crossing adjacent to county roads. Tracking Pad: Tracking pads are required at all major construction locations where there is heavy traffic coming from the wind farm site on to the county road. The purpose of the tracking pads is to keep mud and debris from 2 _ 111111111111111111111111111111111111111III1111111111111 3438ty, Co 2343073950 of390 5 R 0.0011/30/2006 D 0.0002:24P Steve MWeldorenoCoun Clerk&C Recorder • leaving the site and being tracked on the county road contaminating the existing gravel road. There shall be no staging or parking of vehicles or equipment on maintained county roads. Utilize on-site locations and private rights-of-way. Termination of Long-Term Road Maintenance and Improvements Agreement upon completion of the facility. 1. Failure of either party to perform any of its respective obligations hereunder by reason of acts of God,strike, or acts of any governmental agency or authority having jurisdiction over matters set forth herein, or other events beyond the reasonable control of the party("FORCE MAJEURE")shall excuse timely performance of such obligations for the duration of the FORCE MAJEURE. The parties may,however,mutually consent to excuse a party from performing any obligation, in whole or in part, upon a showing that performance has been rendered impracticable by reason of FORCE MAJEURE. 2. This Agreement may not be assigned in whole or in part by either party hereto without the written consent of the other party,except that CEDAR CREEK may collaterally assign this Agreement to its lenders or transfer same in connection with a sale of itself or substantially all of its assets. Such consent will not to be reasonably withheld, conditioned, or delayed. 3. If any clause or provision of this Agreement is illegal, invalid,or unenforceable,then it is the intention of the parties that the remainder of this Agreement shall not be affected. 4. Should CEDAR CREEK, cease operating, file bankruptcy, or in any way release ownership and responsibility of the permitted property(except as provided herein),this Agreement as set forth herein,shall be terminated. If the aforementioned release should occur,CEDAR CREEK shall give a minimum notice of ninety(90) days to the County before the date of termination. If the aforementioned release should occur, the County shall have the option of immediately terminating this Agreement. Notwithstanding the terms of this paragraph, the requirements of USR-1562 and USR-1563 shall not be waived by the terms of this paragraph and the failure to have a Maintenance Agreement in effect may be grounds to revoke USR-1562, and USR-1563. 5. All construction and materials controls used to repair roads will be in accordance with the current Standard Specifications for Road and Bridge Construction, as supplemented or revised, provided by the Colorado Department of Transportation. During construction, signage shall be posted in accordance with the most current Uniform Manual on Traffic Control Devices. 6. It is expressly understood and agreed that 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 actions whatsoever by any other person not included in this Agreement other than the parties referred to in Paragraph 2 above. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be deemed an incidental beneficiary only. 7. Indemnification: To the extent authorized by law,CEDAR CREEK agrees to indemnify,save,and hold the County harmless from and against any and all claims, damages, losses, and judgments, which may be suffered or incurred by the County as a consequence of any breach by CEDAR CREEK of its obligations and duties set forth in this Agreement on those portions of the haul route described in this Agreement. In the - 3 - 111111111111111111111111111111111111111111111111111Jill 3438390 11/30/2006 02:24P Weld County, CO 3 of 5 R 0.00 D 0.00 Steve Moreno Clerk& Recorder event that any dispute shall arise under this Agreement,the prevailing party in such dispute shall be entitled, in addition to any other relief to which such party may be granted, to recover its reasonable attorney's fees and court costs incurred in connection with the resolution of such dispute. 8. By entering into this Agreement, the parties do not intend, either expressly or implicitly, to create a joint venture or partnership. Except as provided herein,neither party shall have the right or authority to act for,or on behalf of, or to enter into any obligations which are binding on the other party to this Agreement. 9. All notices to be given under this Agreement shall be in writing and delivered in person, or mailed by certified or registered U.S. Mail,or sent by a nationally recognized overnight delivery service,to the party to receive such notice at the following addresses: Weld County Board of Commissioners (COUNTY) P.O. Box 758 Greeley, CO 80632 Cedar Creek Wind Energy, LLC (CEDAR CREEK) c/o Babcock & Brown 2 Harrison Street, 6th Floor San Francisco, CA 94105 Attention: Eric Lillybeck CC: Jay Gayner All notices shall be effective upon receipt by the party to receive such notice,or by the third day following deposit of said notice in U.S. Mail,or the first day following deposit of acknowledgment of refusal of delivery of said notice. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement the day and year first above written. 111111111111 VIII 1111111 11111 /1/1111111 111 11111 1111 IIII 3438390 11/30/2006 02:24P Weld County, CO 4 of 5 R 0.00 D 0.00 Steve Moreno Clerk& Recorder - 4 - • WHEREFORE, parties have hereunto set their hands and seals the date and year first written above. ATTEST: CEDAR CREEK WIND ENERGY, LLC By: LIB/GC By: Nclson S.Te Sr_ David A. StrbnQr ATTEST: BOARD OF COUNTY COMMISSIONERS WELD OUNTYCO OR/DO 1,ntty/ Weld County Clerk to the Board 1861 C 4 : By; tilt& � 1 ,n By:' /� /ead Deput, Jerk t. the Bard _. M. J. Geile, Chair NOV 1 5 ZOOS M:AAGREEMENTS\Road-ImprovA2006ACedar Creek Wind Energy LLC.doc 11111111111111111111111111111IIIi111111III111111111I111 3438390 11/30/2006 02:24P Weld County, CO 5 of 5 R 0.00 D 0.00 Steve Moreno Clerk& Recorder - 5 - �?�a� 3/'D Hello