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Home My WebLink About20232751.tiffUSE BY SPECIAL REVIEW (USR) APPLICATION FOR PLANNING DEPARTMENT USE: AMOUNT $ APPLICATION RECEIVED BY DATE RECEIVED: CASE # ASSIGNED: PLANNER ASSIGNED: P ROPERTY INFORMATION Is the property currently in violation? ✓ No / Parcel Number: 0 Yes Violation Case Number: 8 0 3 _ 2 4 _ 0 _ 0 0 _ 0 0 9 S ite Address: Near 23279 COUNTY ROAD 66, Greeley, Colorado Legal Description: A portion of 13768 E2SW4 24-6-65 (1R 1D) Section: 24 , Township 6 N, Range 65 W Zoning District: A Within subdivision or townsite? No / Yes Name: Water (well permit # or water district tap #): N/A Acreage: 81.2448 Sewer (On -site wastewater treatment system permit # or sewer account #): N/A Floodplain No/ Yes Geological Hazard P ROJECT U SR Use being applied for: Solar Facilities Name of proposed business: CBEP Solar 20, LLC No/ Yes Airport Overlay P ROPERTY OWNER(S) (Attach additional sheets if necessary.) Name: Robert and Allison Johnson No / ✓ Yes Company: Phone #: (970) 581-2994 Email: rob@abrucejohnson.com Street Address: 1100 Shoreline Dr City/State/Zip Code: Windsor, CO 80550 APPLICANT/AUTHORIZED AGENT (Authorization Form must be included if there is an Authorized Agent) Name: Zach Brammer Company: CBEP Solar 20, LLC Phone #: (970) 425-3175 Email: zach@cloudbreakenergy.com Street Address: PO Box 1255 City/State/Zip Code: Sterling, CO 80751 I (We) hereby depose and state under penalties of perjury that all statements, proposals, and/or plans submitted with or contained within the application are true and correct to the best of my (our) knowledge. All fee owners of the property must sign this application. If an Authorized Agent signs, an Authorization Form signed by all fee owners must be included with the application. If the fee owner is a corporation, evidence must be included indicating the signatory has the legal authority to sign for the corporation. S ignature Zachary Brammer 08/30/2023 Date Signature Date P rint Print 07/22 9 USE BY SPECIAL REVIEW (USR) APPLICATION FOR PLANNING DEPARTMENT USE: AMOUNT $ APPLICATION RECEIVED BY DATE RECEIVED: CASE # ASSIGNED: PLANNER ASSIGNED: P ROPERTY INFORMATION Is the property currently in violation?, ✓ No / Parcel Number: Yes Violation Case Number: 8 0 3 _ 2 4 _ 0 _ 0 0 _ 0 0 9 S ite Address: Near 23279 COUNTY ROAD 66, Greeley, Colorado Legal Description: A portion of 13768 E2SW4 24-6-65 (1R 1D) Section: 24 , Township 6 N, Range 65 W Zoning District: A Within subdivision or townsite? No / Yes Name: Water (well permit # or water district tap #): N/A Acreage: 81.2448 Sewer (On -site wastewater treatment system permit # or sewer account #): N/A Floodplain No/ Yes Geological Hazard P ROJECT U SR Use being applied for: Solar Facilities Name of proposed business: CBEP Solar 20, LLC No/ Yes PROPERTY OWNER(S) (Attach additional sheets if necessary.) Name: A. Bruce Johnson Airport Overlay No / ✓ Yes Company: Wake, LLLP Phone #: (970) 396-8577 Email: bruce@abrucejohnson.com Street Address: 801 8th Street, Suite 220 City/State/Zip Code: Greeley, CO 8631 APPLICANT/AUTHORIZED AGENT (Authorization Form must be included if there is an Authorized Agent) Name: Zach Brammer Company: CBEP Solar 20, LLC Phone #: (970) 425-3175 Email: zach@cloudbreakenergy.com Street Address: PO Box 1255 City/State/Zip Code: Sterling, CO 80751 I (We) hereby depose and state under penalties of perjury that all statements, proposals, and/or plans submitted with or contained within the application are true and correct to the best of my (our) knowledge. All fee owners of the property must sign this application. If an Authorized Agent signs, an Authorization Form signed by all fee owners must be included with the application. If the fee owner is a corporation, evidence must be included indicating the signatory has the legal authority to sign for the corporation. S ignature Zachary Brammer 04/24/2023 Date Signature Date P rint Print 07/22 9 I, (We), .41 (Owner — please print) DEPARTMENTS OF PLANNING BUILDING, DEVELOPMENT REVIEW AND ENVIRONMENTAL HEALTH 1402 NORTH 17TH AVENUE PO BOX 758 GREELEY, CO 80632 AUTHORIZATION FORM Cgive permission to CBEP Solar 20, LLC . � , (Authorized Agent/Applicant—please print) to apply for any Planning, Building, Access, Grading or OWTS permits on our behalf, for the property located at (address or parcel number) below: Parcel Number 080324200003 Part of the East 1/2 of 65 Legal Description: the Southwest 1/4 of Section 24 , Township 6 N, Range W Subdivision Name: N/A Lot NIA Block NIA Property Owners Information: Address: Hoo Shofte - bite liv) IA)i +'d5D ), Phone: 770 SCI e,e-/ °-/ E-mail: KQ U.GfeI*r''�kt 540/1 , cowl U Authorized Agent/Applicant Contact Information: Address: PO Box 1255 Sterling, CO 80751 (970) 425-3175 zach@cloudbreakenergy,com Phone: E -Mail: Correspondence to be sent to: Owner Ill. Authorized Agent/Applicant EL by: Mail Email Additional Info: I (We) hereby certify, under penalty of perjury and after carefully reading the entire contents of this document, that the information stated above is true and correct to the best of my (our) knowledge. Owner Signature ubscribed and sv hit- 0 Date ,CO2°202 ' 023 orn to before me this \1\(±))1 4,)0\VV?O My commission expires � - 15_ CRYSTAL LYNN GIBBON NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20214026975 MY COMMISSION EXPIRES 07f08/2025 r Owner Signat re day of Date 20 '1 _r-2--) by MEMORANDUM TO: Planning Commission and Board of County Commissioners DATE September 5, 2023 FROM: Kim Ogle, Planning Services SUBJECT: USR23-0020, CBEP Solar 20, LLC c/o Zach Brammer, P.O. Box 1255, Sterling, CO 80751 At time of application in June 2023 Wake LLLP a Colorado limited liability partnership, with A. Bruce Johnson, General Manager was listed as the property owner. The case was set under this ownership name with referrals and legal notice sent out for this case. On August 3, 2023 a Special Warranty Deed was recorded under reception number 4913057 transferring Title of the property from Wake LLLP a Colorado limited liability partnership to Robert W. Johnson and Allison S. Johnson whose legal address is 1100 Shoreline Drive, Windsor, CO 80558 The property is described as follows: E2SW4 Section 24, Township 6 North, Range 65 West of the 6th P.M., Weld County, CO also known by street address as: 23279 County Road 66, Greeley, CO 80631 This property is also associated with the pending land use case USR23-0020 for a Site Specific Development Plan and Use by Special Review Permit for a Solar Energy Facility (SEF) outside of subdivisions and historic townsites in the A (Agricultural) Zone District 4V I OtJU I UOIVOILULO lJt_ I `-F Y1IVI Total Pages: 1 Rec Fee: $13 00 Doc Fee: $92 50 Carly Koppes - Clerk and Recorder, Weld County , CO SPECIAL WARRANTY DEED THIS DEED is dated the 2nd day of August, 2023, and is made between (whether one, or more than one), WAKE, LLLP, a Colorado limited liability limited partnership the "Grantor" of the County of Weld and State of Colorado and Robert W. Johnson and Allison S. Johnson State Doc Fee: $92.50 Recording Fee: $23.00 1(60 Scrca e 0 -� (whether one, or more than one), the "Grantee", whose legal address is 22-79rnt o<eaia6g7-Gr 80631 of the County of Weld and State of Colorado. 6thirld a '_ 63 7O �; WITNESS, that the Grantor, for and in consideration of the sum of Nine Hundred Twenty Five Thousand Dollars and No Cents ($925,000.00), the receipt and sufficiency of which is hereby acknowledged, hereby grants, bargains, sells, conveys and confirms unto the Grantee and the Grantee's heirs and assigns forever, all the real property, together with any improvements thereon, located in the County of Weld and State of Colorado described as follows: E1/2SW1/4 of Section 24, Township 6 North, Range 65 West of the 6th P.M., County of Weld, State of Colorado. also known by street address as: 23279 County Road 66, Greeley, CO 80631 TOGETHER with all and singular the hereditaments and appurtenances thereto belonging, or in anywise appertaining, the reversions, remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the Grantor, either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances; TO HAVE AND TO HOLD the said premises above bargained and described, with the appurtenances, unto the Grantee, and the Grantee's heirs and assigns forever. The Grantor, for the Grantor and the Grantor's heirs and assigns, does covenant, grant, bargain, and agree that the Grantor shall and will WARRANT THE TITLE AND DEFEND the above described premises, in the quiet and peaceable possession of the Grantee and the heirs and assigns of the Grantee, against all and every person or persons claiming the whole or any part thereof, by, through, or under the Grantor except and subject to; Statutory Exceptions as defined in C.R.S. § 38-30- 113(5)(a). IN WITNESS WHEREOF, the Grantor has executed this deed on the date set forth above. Wake LLLP7 By: t - A Bruce Johnsork as General Partner State of Colorado County of = eJC The foregoing instrument was acknowledged before me this 2nd day of August, 2023 by A Bruce Johnson as General Partner of,'',, LLLP, a Colorado limited liability limited partnership. Notary Public: My Commission Expires: Stewart Title File No.: 2059228 Statutory Specia€ Warranty Deed CO }r Lf� rivirDtbSCI.4r 3 'CATE OF: COLORADO lent �✓'VI� i {+ `1_1-'1! '` :r . �qrU i Tin tiES GUST 25, 204' Page 1 of Planner: Case Number: Property Owner: Applicant: Request: Legal Description: Location: North of and adjacent to County Road 66 approximately 1300 -feet east of County Road 47 LAND USE APPLICATION SUMMARY Kim Ogle USR23-0020 Wake LLLP, c/o A. Bruce Johnson, 801 8th Street, Suite 220, Greeley, CO 80631 CBEP Solar 20, LLC c/o Zach Brammer, P.O. Box 1255, Sterling, CO 80751 Hearing Date: September 5, 2023 Site Specific Development Plan and Use by Special Review Permit for a Solar Energy Facility (SEF) outside of subdivisions and historic townsites in the A (Agricultural) Zone District. Size of Parcel: E2SW4 of Section 24, T6N, R65W of the 6th P.M., Weld County, Colorado ± 81.24 acres Parcel No. 0803-24-0-00-009 The criteria for review of this Use by Special Review Permit are listed in Section 23-2-220 and Section 23-4- 1030 of the Weld County Code. The Department of Planning Services' staff has received referral responses with comments from the following agencies: Colorado Parks and Wildlife, referral dated May 17, 2023 • Weld County Department of Planning Services — Development Review, referral dated June 16, 2023 Weld County Department of Public Health and Environment, referral dated June 22, 2023 • Public Service of Colorado (Xcel Energy), referral dated July 6, 2023 M Colorado Division of Water Resources, referral dated July 10, 2023 The Department of Planning Services' staff has received referral responses without comments from the following agencies: ■ Weld County Sheriff's Office, referral dated June 13, 2023 Weld County Department of Planning Services — Building Inspection, referral dated June 13, 2023 New Cache La Poudre Irrigating Company, referral dated June 14, 2023 Weld County RE -2 Schools, referral dated June 14, 2023 Weld County Oil and Gas Energy Department, referral dated June 22, 2023 The Department of Planning Services' staff has not received responses from the following agencies: Roth Ditch City of Greeley • Town of Kersey • Noble Energy/Chevron • Galeton Fire Department Greeley Weld County Airport Weld County Office of Emergency Management • USDA - Natural Resources Conservation Service Weld County Department of Planning Services — Code Compliance 4080976 02/05/2015 08:09 AM Total Pages: 1 Rec Fee: $11.00 Carly Koppes - Clerk and Recorder, Weld County, CO • After Recording Return To: OF'ay 1. This Statement of Authority relates to an entity named: Wake Lap 2. The Entity is a: Limited Liability Limted Partnership • 3. The Entity is brined under the laws of: Colorado 4. The mailing address for the entity is; SDI 81.44 Ste, ;PC' cede Co SOtc3 5. The name and position of each person authorized to execute instruments encumbering, or otherwise affecting title to reai property on behalf conveying, entitys: A. Bruce Johnson, General Partner p y of the is: 6. The authority of the foregoing persons) to bind the entity y is not limited. 7 Other matters concerning the manner in which the entity deals with i interests in real property: NONE 8. This Statement of Authority is executed cc behalf of the Entity pursuant1 of C.t.S. Section §38-30-172. 1a to the provisions executed this; February 3, 2015 SLATE OF; Colo <ado COUNTY OF: Weld The foregoing instrument was acknowledged, before me this 3rd dayof February, 2 Bruce Johnsor as .P,. of Wake LLLF ', �+D 15, b , A. Witness my hand and seal.$/25/15 My commission expires: g/zslts E5 / • f Pub Ic .Crit 4:47-(45::::1‘14T , Npica,,,. all .1♦I.'�'r r� • s r . jolt , .JsV1 IJ •'.�ltL r .1 �' 1' 1•' •. y .r. KERN • J • AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF WAKE, LLLP THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTAGREEMENT "Agreement") of 'ASE, LLLP " �� (this (the "Partnership") is entered into by the following: (1) as General Partner: A. Bruce Johnson (2) as Limited Partners: (a) A. Bruce Johnson (b) Scott E. Johnson (c) Robert W. Johnson (d) Kristin J. Whapshare (e) Zachary Nicholas Johnson Trust ( Paige Elise Johnson Trust (g) Hunter Robert Johnson Trust (h) Campbell William Whapshare share Trust and (1) Connor Michael Whapshare Trust RECITALS The parties to this Agreement wish to amend and restate that certain Registered Limited Liability Limited Partnership Agreement of WAKE, E, LLLPdated September 18, 2000 and in consideration of the mutual covenants expressed in this . �•� have agreed to conduct the Partnership's business and affairs according toprovisions. g the of this Agreement, which Agreement shall govern their rights and obligations with � th respect to the Partnership. ARTICLE I Definitions The definitions set forth in this Article shall apply pP� y throughout this Agreement unless the context clearly indicates otherwise, although certain other terms�er7�1s are defined elsewhere in this Agreement g for convenience. "Act" - The Colorado Uniform Limited Partnership � r from time to time. Act of ,�� 1� , �s may be amended "Agreement" - This Amended and Restated Agreement and amendments Agreement. any modifications or to this Agreement. "Affiliate" - Any individual, corporation, partnership, limited . liability .. partnership, limited ability partnership, limited liability company,professional corporation, .� rparation, trust, estate, custodian, trustee, executor, administrator, nominee or other entity controlled by, controlling ntra 111 n � or under common control with another, other than by reason of this Agreement. As this used 1 n thi s definition, the term "control" means actual discretion or o. p wer to direct the affairs of the controlled individual, corporation, partnership,limited partnership, limited liability p' �, liability partnership, limited liability company, professional corporation, trust,' estatecustodian, trustee, executor, administrator, nominee or other entity. An eneral in • � � partner a partnership shall be deemed to control that partnership, but no person or entity shall be deemed to control ' . � � .. any other entity solely by virtue of being a director, officer or holder ofvotin g securities s of that entity. "Approved Debts" - Those liabilities of the Partnership which need not t . ^ at be paid in cash liquidation of the Partnership, as described in Section 10.05. "Assign" - To make an Assignment. "Assigned Partnership Interest" - The interest in the Partnership which is transferred as a w i result of an Assignment. "Assignee" is The recipient of an Assigned Partnership Interest. "Assignment" - Any method whatsoever, whether direct or indirect direct and whether voluntary or involuntary, by which the legal al or beneficial owner ship of any interest in the Partnership is transferred or changed, including: :(1)sales g exchanges, gifts, donations and any other forms of conveyance, assignment or transfer- (2) changes � in the beneficial interests of any trust or estate which holds any interest in the Partnership and distributions from any such trust or estate; (3) changes in the ownership of any Partner or Assignee which _ is a corporation, partnership, limited partnership, limited liability partnership, limited liability p p, company, professional corporation or other entity, including the dissolution of such entity; any and (4) changes in legal or beneficial ownership or other forms of transf er er resulting from the death of any Partner or Assignee. Notwithstanding the foregoing, oing, however, the "Assignment" include g �.term Assignment shall not include mortgages, pledges or other similar encumbrances or of, grants of security interests in, any legal or beneficial interest in any interest in the Partnership, r ,, pA provided ided that the term"As "Assignment" shall include any levy, foreclosure or similar seizure associated wit h a mortgage, pledge, encumbrance or security interest. "Assignor" - The Partner, Assignee or other person effecting an Assignment. g � ment. "Book Value of the Partnership Assets" - The book value of the Partnership Assets according to the Partnership's most recent financial statements. 2 "Capital Accounts" - As described in Section 4.05 and Exhibit A. "Certificate of Limited Partnership" - The �'erti ` - �'f�cate of Limited Partnership and an amendments to it or restatements of it which are re � 'y required to be filed with the Secretary of State of Colorado on behalf of the Partnership by the Act. "Code" - The United States Internal Revenue Code � c f 1986, as amended, including corresponding provisions of any subsequent federal tax law. "Determination Date" - In the case of an Assignment which which already has occurred, the date on which the Assignment occurred, such as a death or change in the beneficial ownershi of property held in trust, but if no specific event exists or the Assignment - p ' �s n�creiy proposed and has not yet occurred, the last date on which the Assignor or other designated person may submit an Offering Notice to the Partnership as required by Exhibits � y B through E. "Distributable Cash" - The amount of cash described Section � bed in 7. � � (a) which shall be distributed to the partners as provided in Section 7.01(b). "Distribution Account" - A memorandum account for Limited each general partner and Partner as described in Section 4.06. "Effective Date" - The date on which this A �r�eeim �, ent becomes effective as provided in Section 2.01. "Fair Market Value" - The price at which a designated . Partnership Interest o r Assigned Partnership Interest would change hands between ag hypothetical willing buyer and a hypothetical willing seller, neither being under any compulsion _ • yP � p n to guy +�r sell and both having reasonable knowledge of all relevant facts, including all facts . relevant under Sections 20� 1 and 2512 of the Code with respect to valuation of interests in closely -held y held limited partnerships, and including all limitations imposed by this Agreement and the Act with respect to distributions to Partners and Assignees, Assignments and the rights of Assignees, • • g g , the ability or inability of any Partner or Assignee to cause the dissolution and liquidation of Partners � the Partnership, and the withdrawal of and Assignees prior to the dissolution and liquidation uida.tion ' two more . � � of the P"artnersh�p, provided that 1 f any or parties cannot agree on that price, it shall be determined provided in Exhibit F by arbitration as "Fiscal Year" - The twelve-month beginning January December period g � 1 and ending ��,c.ember 31 of each year, except for (1) the year in which the Partnership is formed as provided in Section 2. 01, in which case the Fiscal Year shall been on the Effective affe�ctrve ate, and (2) the year in which the Partnership is liquidated and terminated as provided . _p o I ded in Article X, in which case the Fiscal Year shall end on the date of the final distribution to the Partners • �n liquidation of the Partnershi as provided in Article X. p "General Partner" - A Partner designated as a General Partner by . or under this s. Agreement. References throughout this Agreement to the General Partners ! Include the Managing Partner, if any, unless the context clearly indicates otherwise. "General Partnership Interest" A Partnership Interest held d by a Partner. Partner as a General "Limited Partner" - A Partner designated as a Limited Partner . by or under this Agreement. "Limited Partnership Interest" - A Partnership Interest held by a Partner. Partner as a Limited "Liquidator" - The Partners or agent responsible for winding up the Partnership's . artner ship s affairs as provided in Section 10.04. "Losses" - As described in Exhibit A. Major Decisions" - The actions and decisions which require approval Section 3.10. � pp as described in "Managing.Partn er" - The General Partner or General Partners designated ignate` g d as Managing Partner by Section 3.03. "Offering Notice" - The written notice which an Assignor or other de signated designated person must submit to the Partnership, the Partners, any Assignees and certain other th+cr designated persons prior to making or administering an Assignment, as described in Exhibits B through - E. "Partner" - Any person designated as a Partner by or under this Agreement, whether a General Partner or Limited Partner. "Partnership" - The limited partnership existing pursuant to this Agreement. g ment. "Partnership Assets" - All of the properties owned by the Partnership, whether ' intangible, p, tangible, tangible, real, personal or mixed. "Partnership Interest" - The interest in the Partnership representing_an ' � Partner's right to receive distributions from the Partnership and to receive allocations of Profits and Losses, which interest shall be personal property for all purposes as pin Section - 2 �' provided � �� 701 of the Act. "Partnership Mana . •fluent" - Those General Partners having the authority . Powers of Management � ., to exercise the as in Section 3.02 and potentially having the authority to wind up the Partnership's affairs and accomplish P its liquidation as provided in Section 10.o4(a)(i . 4 "Percentage Interest" -• The percentage representing the Partnership Interest owned by each General Partner and Limited Partner as set forth on Schedule I . "Permitted Assignee" - Those Assignees described in Section 8.04 to whom or which a Partnership Interest or Assigned Partnership Interest . may be Assigned without restriction. "Powers of Management" - The powers to manage the Partnership's business sand affairs as described in Section 3.01. "Principal Office" - The office in the United States where records are to be kept or made available under Section 7-62-105 of the Act, the location of which is specified in Section 2 �.04, `Profits" - As described in Exhibit A. ARTICLE II Formation and Initial Organization 2.01 Formation. The Partnership was formed on September p' 18, 2000 as a limited partnership under the Act and registered as a limited liability limited p rship pursuant to Section 7-60-144 of the Act. This Agreement amends and restates that Registered certain Limited Liability Limited Partnership Agreement of WA LLLP dated WAKE, September 18, 2000. Except as provided to the contrary in this Agreement, the rights and obligations g g of the Partners and any Assignees with respect to the Partnership, and the administration Partnership, of the Partnership, shall be governed by the Act. 2.02 Term. The Partnership shall continue to exist in perpetuity unless . . P �' it is dissolved, liquidated and terminated prior to that date as provided in Article X. 2.03 Name. The Partnership shall conduct its business and affairs und er the name of "WAKE, LLLP" and the Partners shall file assumed name certificates . and otherwise conform with local law as necessary to establish the any Partnership's name in area • p in which it operates, provided that the Partnership Management may change the Partnership's name P as the Partnership Management alone determines to be appropriate, and the Partners shall ' take any action which may be necessary to accomplish that change of name in compliance with local p' law in any area in which the Partnership operates, if the Partnership Management ement provides � P s written notice to all of the other Partners regarding the proposed change of name at least five e (5) business days prior to taking any action to change the name. 2.04 Principal Office. The Principal Office shall be located at 801 8th Street, Suite 220, Greeley, Colorado 80631, provided that the Partnership ManagementPrincipal g may change the Office to any other location in the United States as the Partner ship Management alone determines to be appropriate, and the Partners shall take any action which may be necessary to 5 accomplish that change in compliance with local law in any area in which the Partnership operates, if the Partnership Management notice provides written t1ce to all of the other Partners regarding the proposed change at least five (5) business days prior to taking any action to change the Principal Office. 2.06 gistered Office and Registered Agent. As the Partnership's x• required by Section 1.06 of the Act, registered office in Colorado shall be locate . d at 801 8th Street, Suite 220, Greeley, Colorado 80631, and the Partnership's registered agent .p � ca at that address shall be A. Bruce Johnson, provided that the Partnership Management � t may change the registered office and registered agent as the Partnership Management exent alone determines eterniines to be appropriate. 2.06 Purposes. The Partnership shall not be deemed to exist for a specific purpose; rather, the purpose of the Partnership i s to manage the . ,� Partnership Assets by conducting business which lawfully may any y be conducted in limited partnership form. Some particular purposes of th�' of the more Partnership are: 2.06:a) to consolidate the management and control of certain properties, pi opez-ties, farms and ranches of the family of A. Bruce Johnson, which consolidation should improve the efficiency of the management of thoseholding _ g properties by holdithem in a single, flexible entity; 2.06(b)to avoid the fractionalization of the certainownership of • n properties of the family of A. Bruce Johnson in order to receive a higher price in the event of a sale of any of the properties; 2.06(c) to keep the ownership of certain of the family of A. Bruce properties Johnson, whether direct, ind irec t, legal or beneficial ow family g ownership, within the of A, Bruce Johnson to the extent possible by providing the P p n� an opportunity for Partnership, the Partners and any Assignees to purchase any I� Partnership interest or Assigned Partnership Interest prior to certain ain Assignments becoming effective; 2.06(d) to the extent allowed by law, toprotect those ' family of properties of the A. Bruce Johnson which are contributed to the Partnership from any unknown future creditors of those family members who are or become Partners; 2.06(e) to identify the nature of a Partner's Partnership interest or an Assignee's Assigned Partnership Interest as separate community property rather than ommunity property; 2.06(f) to avoid the potential expense and publicity of r to p � litigation related certain properties of the family of A. Bruce Johnson by requiring .7 Partners � �, rtllei s and 6 Assignees to submit to arbitration for the resolution of disputes and by requiring uirin the losers of a dispute to bear the costs associated with the dispute; 2.06(g) to establish an investment policy related to certain properties of the family of A. Bruce Johnson which is focused on growth as measured by total return rather than attempting to achieve a certain level of either income or appreciation for any particular time period, while providing a policy with respect to the distribution of cash to the Partners which promotes growth in the value of the Partnership Assets; 2.06(h) to provide flexibility in the management of certain properties of the family of A. Bruce Johnson not available through the use of corporations, trusts and other business entities; 9.06(i) to promote the education of, and communication among, certain members of the family of A. Bruce Johnson with respect to financial matters; 2.060) to manage investments in any other business without regard to the form in which the business is organized and without limitation as to the nature of the investment; and to hold, buy, sell, ease, pledge, mortgage and otherwise deal in or dispose of those investments; 2.06(k) to acquire general partnership interests or limited partnership interests in other partnerships and limited partnerships; to enter into partnership agreements as a general partner or limited partner; and to become a member of a joint venture or to participate in any other form of purpose syndication for the of conducting business as described in this Agreement; 2.06(1) to purchase, sell, invest or otherwise deal in stocks, bonds and other securities and similar interests of any kind, including stocks, bonds, notes, debentures, commercial paper, bills of exchange and evidences of indebtedness of any domestic or foreign person; to purchase, sell, invest or othenvise deal in bonds, notes, bills and other evidences of indebtedness and currencies of any domestic or foreign government, state, municipality, school district or any political subdivision thereof; to purchase, sell, invest or otherwise deal in derivatives of any kind related to any kind of underlying asset, including both options and futures; to purchase, sell, invest or otherwise deal in gold, silver, grain, livestock, cotton, petrochemicals and other commodities and provisions traded on exchanges or in the over -the -counter -market; and to form corporations, partnerships and other business enterprises as may be desirable in making any such investments, and to do any and all things necessary or incident to such ventures; 7 2.06(m) to engage generally in the real estate business • to acquire, hold, develop and operate real estate properties, whether full or fractional " onal interests and whether improved or unimproved, either as operator, managing P agent, principal, agent, partner, stockholder, associate, joint venturer, participant or otherwise; P p ise, to invest funds and to raise funds to be invested in such ventures; to purchase, perform services, construct, acquire, own, develop,o . operate, ate, tease, mortgage, pledge, sell or otherwise dispose of any such real estate roe . properties, rues, buildings,and other properties and any interest therein; and to form corporations, p ations, partnerships and other business enterprises as may be desirable in making amal�ing any such investments, and to do any and all things necessary or incident to such ventures; 2.06(n)to engage generally in the farming and business; i ranching � siness, to acquire, hold, develop and operate farming and ranching including properties, 1ncludzng crops, livestock, facilities, machinery, supplies and other related r p opertres, either as operator, managing agent, principal, agent, partner, stockholder, associate, , joint venturer, participant or otherwise; to invest funds and to raise funds to be invested in such ventures; to purchase, perform services, acquire, own, , develop, operate, ate, lease, mortgage, pledge, sell or otherwise dispose of farming ng and ranchingproperties, services and products; and to form corporations, partnerships and other business enterprises as may be desirable in making any such investments, and to do any and all things necessary or incident to such ventures ; and 2.06(o)to engage generally in the oil, gas and mineral business related � and any service or equipment business, including the transportation ortati of P on oil, gas and minerals by truck, train, pipeline, ship, barge otherwise; or _ to acquire, hold, develop and operate properties and servicesin the field of oil, gas and minerals and the transportation of oil, gas and minerals, either as operator, p' atop-, managing agent, principal, agent, partner, stockholder, associate, joint venturerparticipant or otherwise; to invest funds and to raise finds to be invested in ventures; such to purchase, perform services, acquire, own, develop, operate, p"erate lease, mortgage, pledge, sell or otherwise dispose of oil, gas and mineral properties g p operties and related transportation properties, services and products; and to form corporations, (lrporatToilS, partnerships and other business enterprises as may be desirable in investments, making any such investments, and to do any and all things necessary incident or incident to such ventures. ARTICLE HI Management 3.01 Powers of Management.. The Powers of Management nt include all powers to take any action or no action in managing the Partnership's business and . . P affairs as may be necessary or appropriate to achieve the Partnership's purposes, including the power: S 3.O1(a)to purchase or otherwise acquire, construct, deal otherwise '�in, sell, lease or dispose of full or fractional interests in real roe ` . property, P ��, depreciable property or personal property of any kind, including buildings, machinery, equipment or otherwise; to sell, assign, transfer, convey, lease, loan, exchange or otherwise dispose of all or any part. of the Partnership Assets; ets, 3.O1(b) to invest or otherwise participate in other ` . p P partnerships, corporations or other entities; 3.01(c) to provide or contract for services of any �' kind; to make, enter into, deliver and perform contracts, agreements and other undertakings; tocontract for the services of lawyers, accountants, la , investment r managers, appraisers, contractors, or other service providers and to delegatepowers to any such whether ministerial � • person, ministerial or discretionary; to retain or employ employees; to ' P �'appoint any individual as an officer of the delegate Partnership; and to Pto any such officers or employees any of the Powers of Management; 3.O1(d) to lend money with or without security to any person,. � including any Partner or any Partner's Affiliate, on any terms determined to be appropriate; 3.01(e) without limitation as to amount or terms, to . borrow and raise moneys, to issue, accept, endorse and execute promissory notes, drafts, bills exchange, of warrants, bonds, debentures and other negotiable or nonnegotiable instruments and evidences of indebtedness, and to secure the a ent P of any such indebtedness and any interest in any such indebtedness by transfer or m ort�age, pledge, assignment in trust of all or any part of the Partnership Assets, whether owned at the time of any such transactions or acquired thereafter, andto sell, pledge or otherwise dispose of any such obligations of the Partnership; 3.01(0 to guarantee any financial transaction of any kind with or without charging a fee therefor; 3.01(g)to establish trusts for the benefit of the Partnership which are revocable by the Partnership Management, and to assign and part � convey all of and of the Partnership Assets into such trusts on any terms deemed reed appropriate by the Partnership Management; provided that any such trust � s shall be revocable in favor of the Partnership; 3.0 1(h)to have and maintain one or more offices and to rent or acquire office space, engage personnel, purchase equipment and supplies and do anything else which may be appropriate in connection with the maintenance • ofoffiees, 3.01(1) to buy or hold insurance of any kind; 3.01(j) to pay any expenses related to any of the Partnership's ` ships � bus inesses or affairs; 3.01(k) to compromise claims against the Partnership ; 3.01(1) to establish bank accounts and other similar accounts for o the Partnership; to make or delegate the authority to make withdrawals from such accounts by check or electronic transfer in the name of the Partnership; and 3.01(m) to acquire real and personal property,arran Ye financing, � enter contracts and complete any other arrangements on behalf of the Partnership, either tiler in the name of the Partnership, in the name of any General Partner having aving the authority to exercise the Powers of Management or in the nameno minee, of a without having to disclose the existence of the Partnership. 3.02 Authorit to Exercise Powers of Nana Temente Except with approval rights � in p respect to a Partner s g is pertaining to Major Decisions as provided Section 3.1 0, the Management shall� Powers of g be exercised only by those General Partners granted the authority exercise to exercise the Powers of Management by this Section, which General Partners . shall comprise the Partnership Management. Any exercise of the Powers of Management with nt in accordance with the provisions of this Section shall be binding on the Partnership. P 3.02(a) Mana ingsPartner. Whenever there is a Managing Partner, g the Powers of Management shall be exercised only by the Managing Partner g g or by unanimous consent of the General Partners. 3.02(b) No Managing Partner. Whenever there is no Managing Partner, the Powers of Management shall be exercised only by majority General consent of the Partners on the basis of their Percentage Interests. 3.02(c) Exception for Life Insurance. Any decision on behalf of the Partnership to acquire a life insurance policy which insures the life of any Partner shall be made on behalf of the Partnership only majority consent by of the General Partners, excluding the Partner to be insured, on the basis th eir of their Percentage Interests. At any time during which the Partnership owns anylife insurance policy insuring the life of any Partner or otherwise o es P ss ses any of the incidents of ownership with respect to any such policy, as the term "incidents P y� incidents. of ownership" is defined for purposes of Section 2042 of the Code, the insured Partner shall have no right or power to exercise any Powers of Management . respect any incidents ownership with to of ownership of the policy, including the right to borrow insurancefro�"Iltlleother '� company or any person using the policy as collateral, to 10 change or prevent any change in the beneficiary designation � under the policy, to surrender the policy or any portion of the policy for its cash surrender value, and to cancel or terminate the policy; instead, the Powers of Management with th respect to the policy shall be exercised only by majority consent of the J y General Partners, excluding the insured Partner, on the basis of their Percentage interests. ests. 3.02(d)No Authorit Given to to a Limited Partner's approval rights in Section 3.10, no Limited Partner Powers of Management. Limited Partners. Other than with respect pertaining to Major Decisions as provided shall have any authority to exercise any 3.03 Managing Partner. The Managing Partner shall serve . Section. � only as provided in 3.03(a) Appointment. The General Partner appoints A. Bruce PP Johnson toserve as Managing Partner. If at any time there is no General Partner serving as Managing Partner, then by majority consent of the General Partners basis on the basis of their Percentage Interests, the General Partners may appoint one or more of the General Partners to serve as Managing Partner. 3.03(b)Resignation. Any General Partner may resign from that g General Partner's position as Managing Partner at any time with or without cause by providing written notice to all of the other Partners. 3.03(c)Removal. A. Bruce Johnson shall not be removed from his position as Managing Partner, but any other General Partner serving as Managing i may � �� Partner be removed by majority consent of the General Partners on the basis ' of their Percentage Interests. 3.03(d)Compensation and Reimbursement. Any Managing Managin - Partner shall receive fair and reasonable compensation for any services erforme performed behalf of the Partnership and shall be entitled to receive reimbursement for i any expenses incurred in the performance of the Managing Partner's duties this under this Agreement. this 3.04 Reliance by Third Parties on General Partners. The Partnership p shall be liable for any transaction with any an third party who relies on the authority of General y Partner within the Partnership Management if that General Partner communicates to • the third party that the actions taken by the General Partner are taken on behalf of the Partnership, and the third party shall not be deemed to have any duty to determine whether the Genera l Partner has the authority to take the action even if it appears to be prohibited by this Agreement; ree � rnent3 provided that whenever there is a Managing Partner, any action taken by any person other than the Managing not delegated Managing Partner which has been delegated by the Managing Partner to the person, even if the action • � s stated to be taken 11 on behalf of the Partnership, shall not be binding on the Partnership. . . . , rtnersh�l�. This Section shall not affect the liability of anyGeneral Partner to the Partnership or the other Partners for any conduct which violates other provisions of this Agreement. 3.05 Delegation b General Partners. Any General Partner artner may delegate any obligation or power under this Agreement to any employee of the Partnership and may utilize a power of attorney to delegate any obligation or power under this Agreement to an agent, attorney or attorney -in -fact. To the extent provided by a General Partner in a power of attorney, the General Partner's agent, attorney or attorney -in -fact shall have � a e complete authority to exercise every power granted to the General Partner by this Agreement and to fu l fi l l every obligation o6ligatlon which is required of the General Partner under this Agreement. 3.06 Time and Effort Required of General Partners. The General devote Partners shall deg ote an amount of time and effort to the Partnership which is consistent with the duty of care imposed by Section 3.07(d); provided that nothing in this Agreement • ,� shall be deemed to restrict the freedom of anyGeneral Partner to conduct any activity act' �� v tY separate and apart from the Partnership other than the duty of loyalty imposed by Section P 3.07(c). 3.07 Duties of General Partners*Limitations. 3.07(a) Funds Available. Except as provided in Section 10.09(b) with with respect to the restoration of Capital Account deficits, any obligation bligation of a � General Partner under this Agreement or by operation of law shall be erfo P unable only to the extent that the Partnership has funds available therefor, and no General Partner shall be liable personally with respect to any such. obligation. p g n. 3.07(b) No Guarantees, The General Partners do not guarantee the return eturn of any Partner's capital contributions nor do they guarantee any ' Profits , allocations of or Losses nor any distributions of Distributable Cash to an y Partner or Assignee. 3.07(c) Duty of Loyalty. In exercising the powersgranted Agreement by this and in performing the duties required by this Agreement, each Partner has g � General a duty (i) to account to the Partnership and to hold for the any �, Partnership property, profit or benefit derived by the General Partner in conducting and winding up the Partnership's business and affairs or from the G erg eral Partner's use of any of the Partnership Assets, (ii) to refrain from dealin g with the Partnership on behalf of a party having an interest adverse to the Partnership artnershlp and (iii) to refrain from competing with the Partnership or dealing with in the Partnership in a manner adverse to the Partnership. Consistent with this duty, Gen Partner s any y General or any General Partner's Affiliate may own, operate or invest in any y property or business venture which is not owned or operated b y the Partnership p y without providing notice to the Partnership, the other Partners s or any Assignees 12 and without allowing the participation of the Partnership, the other Partners or any Assignees, such that neither the Partnership nor any Partner or have p' Assignee shall any rights with respect to any such properties or business ventures nor any claims with respect to their effect on the Partnership. Also consistent with sistent with this duty, any General Partner or any General Partner's Affiliate may transact business sines of any kind with the Partnership and any of the Partners or Assignees. is This subsection is intended to impose on the General Partners the duty of loyalty imposed by the Colorado Uniform Partnership Act. 3.07(d)Duty of Care; Business Judgment Rule. In exercising the powers granted by this Agreement and in performing the duties re • th is by this Agreement, each General Partner has a duty to act in good ' faith with the reasonable belief that the General Partner's actions are in the Partnership's ship s best interests; provided that an error in j udgment by itself shall not constitute violation of this duty. Consistent with this du each General . • , . �'� Partner may act without liability to the Partnership, the other Partners or any Assignee gnee in reliance upon any written instrument which is reasonably believed by the General Partner artnei to be genuine and to have been signed orpresented by the proper er • p p parties. Also consistent with this duty, each General Partner may act or refrain from acting without liability to the Partnership,the other Partners in reliance or any Assignee reliance upon any opinion of any consultant or adviser with respect to matters which h the General eral Partner reasonably believes to be within theconsultant's �' or adviser's s professional competence. This subsection is intended to impose on General the g enez al Partners the duty of care imposed by the Act. 3.08 Indemnification of General Partners. 3.08(a) Mandatory Indemnification; Standards. To the fullest extent permitted by law, the Partnership shall indemnify any - y Partner or Partner who or which was, is or is threatened to be made a named defendant or respondent in any legal proceeding because the person is or was a General � iPartner if t is determined that the Partner or former Partner acted in gfaith, good a , acted in the Partnership's best interests when acting in the official capacity P y of a General Partner, and in all other cases acted in a manner which at least was not opposed to the Partnership's best interests. 3.08(h) Scope of Indemnification. Pursuant to the indemnity described scribed above in this Section, the Partnership shall reimburse any qualifying former �q ying Partner or Partner for any payments made with respect to judgments, e '• p penalties, including excise and similar taxes, fines, settlements and reasonable expenses, including attorneys' fees, related to the - proceeding. The indemnification- • ` . • rights granted by this Section are in addition to any rights against third parties. 13 3.09 Limited Partners. 3.09(a) No Control Over Management. Other than with respect to a Limited Partner's approval rights pertaining to Major Decisions asprovided ,, � in Section 3.10, no Limited Partner shall have any authority to exercise the of Powers Management nor to participate in the control of the Partnership's business or affairs. The Partnership shall not be bound by any act of a Limited Partner. 3.09(b)Limited Liability. The Limited Partners shall not be personally P � liable for any debts or obligations of the Partnership. 3.09(c) No Return of Contributions. The Limited Partners shall have no right to withdraw from the Partnership and shall have no � right ght to a return of any contributions to the Partnership made by them except to the extent that t distributions made to them in the normal course of business as provided in Article VII and upon liquidation of the Partnership as provided in Section 10.06 may be considered as such by law. 3.09(d)Access to Certain Information. Upon written request by a Limited � Partner, but only at the expense of the Limited Partner and only at bl. reasonae times and for a purpose related to the Limited Partner's Limited Partnership Interest, a Limited Partner may require the Partnership to provide:(i)true . and full information regarding the status of the business and financial condition of the Partnership; (ii) a copy of the Partnership's federal, state and local income ta x returns promptly after they become available; (iii) a current list of the full name and last known business, residence or mailing address of each Partner; (iv) a copy of this Agreement and the Certificate of Limited Partnership,together g with executed copies of any powers of attorney pursuant to which this Agreement and the Certificate of Limited Partnership may have been executed;(v) . any other information regarding the Partnership's business and affairs as is just and reasonable; and (vi) subject to contractual limitations regarding confidentiality b and access to information contained in agreements between the Partnership and third parties covering all or any part of the Partnership Assets or properties erties owned p P by other entities in which the Partnership owns a direct or indirect interest, and at . the Limited Partner's own risk, access to any such Partnership Assets and properties and the opportunity to observe all operations related to any such Partnership Assets and properties. 3.09(e) Competition. Except as specifically prohibited in Section 3.07(c), any Limited Partner may own, operate or invest in any property or business venture which is not owned or operated by the Partnershipwithout providing • notice to the Partnership or the other Partners and without allowing the participation of the Partnership or the other Partners, such that neither the 14 Partnership nor any Partner shall have any rights with respect to any such P properties or business ventures nor any claims with respect to their effect on the Partnership.. 3..09(0 Transactions with Partnership. Any Limited Partner or any Limited Partner's Affiliate with may transact business o f any kind the Partnership and any of the Partners. 3.10 Approyal Rights Related to Certain Major Decisions. 3.10(a) Unanimous Approval. Subject to the procedures described below in this Section, the following Major Decisions shall not be J made on behalf of the Partnership by any General Partner without the prior written consent of all of the Partners (1) filing lin a petition for relief in bankruptcy under any federal bankruptcy law or any other jurisdiction's debtor relief law; (ii) making any decision or taking any action which would make it impossible to carry on the Partnership's business and affairs; or (iii) violating this Agreement in any manner. 3.10(b) Procedures Regarding Major Decisions. Prior to making any Major Decision, a General Partner shall provide all of the other Partners with a written notice describing the Major Decision and providing any other . . providing information which may be reasonably necessary for them to evaluate the Major Decision; provided that the Partnership shall bear any expenses related to providing the P � notice and information. if any Partner fails to approve or disapprove the Major Jor Decision vyithin ten (10) days after receipt of the notice and information required J above, that Partner shall be deemed to have approved the Major Decision; , provided that the Partnership Management may extend the ten (10) -day eriod if it provides written notice to all of the other Partners. ARTICLE IV Partners and Capitalization 4.01 Contributions and Partnership Interests. At or about the time the Partnership was formed, A. Bruce Johnson, Robert Wayne Johnson, Scott Eric Johnson and Kristin A. Whapshare contributed to the Partnership the properties described in Schedule 2 and were allocated the Partnership Interests set forth on 15 Schedule 1 opposite their names. Subsequent to the formation of the Partnership, A. Bruce n Johns • � of .�''� Johnson made gifts Limited Partnership Interests and, as a result of such gifting,the Partnership Interests immediately preceding the date of this Agreement were held and allocated as described in Schedule 1. A. Bruce Johnson has contributed the additional properties described in � p in Schedule 2 having a fair market value as of the date hereof equal to the amounts set forth in Schedule 2. The result of such contribution of additional properties is a reallocation of p Partnership Interests as set forth in Schedule 1. 4.02 Adjustments to Partnership Interests. 4.02(a) When Adjustments Shall Be Made. Subject to the allocation requirements below in this Section, if an arbitrator pursuant to a proceeding under this Agreement, all of the Partners or a court by final judgment determines that the Partnership Interests initially received by any Partner do not adequately reflect the fair market value as of the Effective Date of the capital contributions made or deemed made by the Partner, reduced as necessary by any liabilities which are assumed by the Partnership, then the Partner's Partnership Interests shall be adjusted to reflect that fair market value. All circumstances shall be given equitable effect in making any such adjustments, including consideration of factors such as income taxes paid and the time value of money, and retroactive adjustments of Capital Accounts, and Distribution Accounts shall be made if necessary. If prior to any adjustments a Partner has received any distributions from the Partnership which are excessive given the adjustments which are required by this Section, the Partner immediately shall pay cash to the Partnership in the amount of the excess; provided that if the Partner fails or refuses to pay within thirty (30) days after receiving written notice from the Partnership of the obligation to pay, any future distributions payable to the Partner by the Partnership shall be withheld until the equitable results required by this Section are achieved. Likewise, if prior to any adjustments a Partner has received distributions from the Partnership which are deficientgiven the adjustments . .l which are required by this Section, the Partner shall be paid cash by the Partnership in the amount of the deficiency until the equitable results required J by this Section are achieved. 4.03 Nature of Contributions. Any cash or other properties contributed to the Partnership by the Partners as provided in Sections 4.01 and 4.02 are not loans by the Partners to the Partnership, and the repayment of thecontributions is dependent on the financial results achieved by the Partnership. Except as provided in this g respect with res ect to Guaranteed Payments, no Partner shall be paid interest solely as a result of contributing capital to the P Partnership, and no amount payable to any Partner as provided in this Agreement is guaranteed g by the Partnership or any other Partner. This Section shall not be construed in a manner which prohibits a Partner from lending funds to the Partnership so long as the loan is distinguished from a contribution by the Partner and is evidenced as such on the Partnership's books. 16 4.04 Sources of Additional Funds. 4.04(a) Additional Contributions. Except as required by Sections � � 4.01, 4.02 and 10.09, no Partner shall be obligated to contribute any additional . funds or properties to the Partnership, nor shall any Partner be obligated to loan funds to the Partnership,guarantee incur to loans to the Partnership or otherwise to inc P ur personal liability with respect to any loan to the Partnership; provided that the General Partners shall contribute additional ro perties to the Partnership properties e proportionately on the basis of their Percentage Interests as necessary to ensure that the total Percentage Interest represented by each of their is General Partnership Interests is at least one percent (1%). Any Partner may make voluntary contributions to the Partnership if agreed to by all of the other Partner • s, provided that, consistent with the principles described in Section 4.02, th e Partnership Interests of all Partners shall be adjusted at that time to reflect the fair market value of the property contributed by the Partner. The provisions this ons of Agreement pertaining to capital contributions shall not confer any rights third on third parties which are not Partners, such that no third -party creditor of the Partnership shall p � artnersh�p all have any right or power to force a Partner to contribute any capital . p 1 to the Partnership. 4.04(b) Loans and Guarantees b y Partners and Affiliates. If a Partner or any Partner's Affiliate chooses to loan funds to the Partnership,the terms of the loan shall be no less favorable to the Partnership than the terms which which could be obtained from a third -party lender. If a Partner chooses toguarantee 3 . a loan to the Partnership or otherwise to incur personal liability with respect . � p to a loan to the Partnership, the Partnership shall pay the Partner fair and re asonable compensation therefor and shall reimburse, indemnify and hold the Part ner harmless for any loss, cost or expense incurred by the Partner with respect respect to the loan. The compensation which shall be paid to a Partner as required this q ed by tl�i s subsection shall be paid during each Fiscal Year in which the loan is out standing and shall be a dollar amount equal to one percent (1%) of the . daily weighted average amount of the loan which is guaranteed by the Partner during the Fiscal Year; provided that the Partnership Management shall adjust the compensation p satron as necessary to conform to market conditions which may exist. 4.05 Capital Accounts. The Partnership Management shall establish aand maintain a Capital Account for each Partner as provided in this Section and Exhibit A. 4.05(a) Capital Account increases. Subject to the provisions of Exhibit P _ A, each Capital Account shall be increased by the amount of cash , . and the fair market value of any property contributed to the Partnership by the e Partner, 17 reduced by any liabilities which are assumed by the Partnership, and (ii) any Profits allocated to the Partner as provided in Article VI and Exhibit A. 4.05(b)Capital Account Decreases. Subject to the provisions of Exhibit A, each Capital Account shall be decreased by (i) the amount of cash and the fair market value of any property distributed to the Partner by the Partnership, reduced by any liabilities which are assumed by the Partner, and (ii) any Losses allocated to the Partner as provided in Article VI and Exhibit A. 4.06 Distribution Accounts. The Partnership Management shall establish and maintain a Distribution Account as a memorandum account for each General Partner and Limited Partner, which shall be increased by any Profits allocated to the Partner as pro vided in Section 6.01, decreased by any Losses allocated to the Partner as provided in Section 6.02. and decreased by any amounts distributed to the Partner as provided in Article 7. ARTICLE V Accounting and Tax Matters 5.01 Books and Records. The Partnership Management shall keep and maintain the books and records of the Partnership at the Principal Office, which books and records shall be accurate in all material respects and shall be kept in accordance with consistently applied _ lied accounting principles which the Partnership Management determines ines to be appropriate for the business and affairs of the Partnership. The Partnership Management also shall keep and g maintain at the Principal Office any additional information and records as are necessary for the preparation of the Partnership's federal income tax returns and as are required under Section 7- 62-105 of the Act. 5.02 Financial Statements. No later than one hundred fifty (150) days after the end of a Fiscal Year, the Partnership Management shall provide each Partner with a copy of the Partnership's financial statements for the Fiscal Year, which financial statements shall include a balance sheet indicating the Partnership's assets and liabilities and each Partner's Capital Account balance as of the end of the Fiscal Year, a statement of income and expenses for the Fiscal Year and a statement of cash flows for the Fiscal Year. Objections by Partner to the any accuracy of the financial statements must be made within thirty (30) days after the Partner has received the financial statements. If no objection is made within that time, the financial statements shall be considered to be correct. 5.03 Taxes. The Partnership Management shall prepare and file all income tax returns and any other tax returns on behalf of the Partnership on a timely basis and shall provide each Partner with a copy of any such return as soon as reasonably possible after it has been filed, together with any other information which the Partner may require for tax p compliance purposes. oses. p The Partnership Management shall notify all of the Partners upon on receipt of any notice regarding p P �' g g any examination by any state, federal or local authority with respect to the Partnership's tax 18 compliance. Additional provisions regarding the taxation of the Partnership are provided in Exhibit A. ARTICLE VI Allocation of Profits and Losses 6.01 Allocation of Profits. Profits shall be allocated proportionately to each of the General Partners and Limited Partners based on their Percentage Interests. 6.02 Allocation of Losses. Except as provided in Exhibit A, Losses shall be allocated proportionately to each of the General Partners based on their Percentage Interests. ARTICLE VII Operating Distributions 7.01 Operating Distributions. Except as provided in this Article, the Partnership shall make no distributions of cash or other property to any Partner until its liquidation as provided in Section 10.06. 7.01(a) Distributable Cash.. Distributable Cash includes only that cash held by the Partnership at the end of a Fiscal Year after reasonable reserves of cash have been set aside by the Partnership Management, subject to the duties imposed by Section 3.07, for working capital and other cash requirements, including current and reasonably projected expenses, current and reasonably projected investment opportunities and reasonably anticipated contingencies. For purposes of this subsection, any of the Partnership Assets which are contributed to the Partnership by the Partners, any borrowed funds, and any cash generated upon the sale of any of the Partnership Assets, including Partnership Assets which are purchased with borrowed funds, and including the cash attributable to appreciation in value, shall be considered as necessary for investment purposes. 7.01(b) Distributions Based on Distribution Accounts. No more than sixty (60) days after each Fiscal Year, or at such other intervals as the Managing g Partners may deem appropriate, the Partnership shall distribute the Distributable Cash in the following order: (i) an amount of the Distributable Cash shall be distributed to each General Partner and Limited Partner which is equal to the positive balance, if any, in the Partner's Distribution Account, provided that if the Partnership lacks sufficient Distributable Cash to equate to all of the positive balances, the Partnership shall make distributions among the Partners in proportion to their Distribution Account balances; and 19 (ii) any remaining Distributable Cash shall not be distributed until the Partnership's liquidation uidation as provided in Section 10.06.. ARTICLE VIII Assignments 8.01 New Partners. Notwithstanding the occurrence of a valid. Assignment in compliance with the provisions of this Article VIII, except as provided in Sections 8.05 and 9.01, no person shall become a Partner without the unanimous consent of all of the Partners. 8.02 Assignment Prerequisites; Remedies for Breach. Unless permitted by this Article, no Assignment shall occur except with the written consent of the Partnership and all of the Partners. In addition to recovering damages for any Assignment made or attempted in breach of this s Agreement, the Partnership may pursue injunctive or other equitable remedies, including the equitable remedy of specific performance, without the necessity of securing or posting any bond. 8.03 Rights and Duties of Assi nors and _ Assi nees. Except with respect to an �` P Assignment involving a General Partnership Interest as provided in Section 8.0 an Assignee � ee shall be entitled only to allocations of Profits and Losses as provided in Article VI and distributions as provided in Article VII and Section 10.06 which are attributable to the Assig ned Partnership Interests held by the Assignee and shall not be entitled to exercise any Powers of Management nor otherwise participate in the management of the Partnership nor the control of its business and affairs. Consistent with the provisions of Exhibit A, - neither the Partnership nor the General Partners shall be required to determine the tax consequences of an Assignment for +� gan Assignor and any Assignees, and the Partnership shall continue with the same inside basis and Capital Account for any Assignees as were attributable to the Assignor. An Assignee shall not be g liable as a Partner solely as a result of an Assignment until the Assignee becomes a Partner, and an g Assignor shall not be relieved of the Assignor's obligations under this Agreement solely as a result of an Assignment until each Assignee becomes a Partner; otherwise, however, an Assignee shall be bound by the provisions of this Agreement to the extent allowed by law. Within a reasonable period of time after an Assignment, each deliver Assignee shall execute and g liver to the Partnership a written statement of the Assignee's agreement to be bound g by this Agreement, which statement shalt become part of this Agreement; provided that the failure to execute and deliver the statement shall not relieve the Assignee from the restrictions imposed this Agreement. p by 8.04 Permitted Assignees. An Assignment may occur without restriction to the extent that each Assignee is one of the following Permitted Assignees: 8.04(a) any person who is a Partner at the time of the Assignment; 20 8.04(b) any person who is a descendant of A. Bruce Johnson including any person adopted by A. Bruce Johnson or by any descendant of theirs, and including the descendants � escendants of any such adopted person, provided that the adoption is completed before the adopted person reaches eighteen years of age; 8.04(c) the spouse of any individual who is a Permitted Assignee and the Assignment to whom is approved by the General Partner(s) in the sole discretion of the General Partner(s), 8.04(d) the trustees of any trust holding properties with respect to which Permitted Assignees actuarially comprise more than seventy-five percent (75%) of the beneficial ownership at the time of the Assignment, determined as provided in Section 8.13; or 8.04(e) any corporation, partnership, limited liability partnership, limited liability company, professional corporation or other business entity in which • � h1ch. all classes of stock, partnership interest, membership or other equity interest are wholly owned by Permitted Assignees at the time of the Assignment. 8.05 Special Rules for General Partnership Interests. Upon any Assignment of a General Partnership Interest to Permitted Assignees, each Permitted Assignee shall become a Limited Partner and shall hold the Assigned Partnership Interest as a Limited Partnership Interest, provided that upon any such Assignment at or by reason of a General Partner's death, each Permitted Assignee shall become a General Partner and shall hold the Assigned Partnership p Interest as a General Partnership Interest, and during the intervening period of estate administration, the personal representatives of the deceased General Partner's estate shall hold the Assigned Partnership Interest as a General Partnership Permitted on behalf of each P . tted Assignee and shall have the rights, powers and obligations of a General Partner, in each case subject to the limitations described in Section 10.03. 8.06 Lifetime Assignment by Partner or Assignee. If a Partner wishes to Assign part or all g any of the Partnership Interests held in the Partner's name to Assignees other than Permitted Assignees, or if an Assignee wishes to Assign any part or all of the Assigned Partnership Interests held by the Assignee to Assignees other than Permitted Assignees, the Partner or Assignee may do so but only after offering the Partnership Interests or Assigned Partnership Interests, as the case may be, which are to be Assigned to Assignees other than Permitted Assignees for sale to the Partnership and the existing Partners and Assignees as provided in Exhibit B. 8.07 Death of Partner or Assignee. For an Assignment to occur upon the death of a Partner or Assignee to Assignees other than Permitted Assignees, the personal representative of the �� '� Partner's or Assignee's estate must offer the Partnership Interests or Assigned Partnership 21 Interests, as the case may be, which are to be Assigned to Assignees gnees other than PermittedAssignees for sale to the Partnership and the surviving Partners and Assignees . Exhibit as provided in C no later than one hundred eighty (180) days after legally qualifying q � as the personal representative of the estate; furthermore, even if no such Assignment would occur upon the Partner's or Assignee's death, if during the administration of the estate the personal representative wishes to Assign part or all of the Partnership Interests or Assigned r Partnership Partnership. Interests, as the case may be, to Assignees other than Permitted Assignees, the personal representative may do so but only after offering the Partnership Interests or Interests • Assigned Partnership rests which are to be Assigned to Assignees other than Permitted Assignees Partnership and the surviving Partners and Assignees as provided in Exhibit g h�blt C. 8.08 Changes in Beneficial Ownership of Trust Properties. For Assignees P an Assignment to other than Permitted Assignees to occur upon any change e in the beneficial ownership � fcial ownership of the properties of a trust, the trustees of the trust must offer the Partnership Interests or Assigned Partnership Interests, as the case may be, which are to be Assigned Assignees to other than Permitted Assignees for sale to the Partnership and the existing Assignees Partners and Assignees as provided in Exhibit B no later than thirty (30) days after the event which changes beneficial the beneficial ownership of the trust's properties and prior to making any distribution Partnership ®f the Partnership Interests or Assigned Partnership Interests to the beneficiaries of the trus t other than Permitted Assignees. 8.09 Changes in the Ownership of Entities which are Partners. For an Assignment to occur upon any change in the ownership of any corporation, partnership, limited liability P p� partnership, limited liability company, professional corporation or other business which entity which does not result in allclasses of stock, partnership interest, membership or other equity interest being wholly owned by Permitted Assignees, the entity which is undergoing i�oing the change first must offer the Partnership Interests or Assigned Partnership Interests, as the case ' are to Assigned may be, which be Assigned for sale to the Partnership and the existing Partners and Assignees . in Exhibit B. as provided 8.10 Involuntary Assignments. For any to nment involuntary Assignment goccur, including an Assignment caused by (a) levy, foreclosure or similar seizure related to a mortgage, pledge or other similar encumbrance of, or grant of a security interest in, any legal or interest beneficial interest in any Partnership Interest or Assigned Partnership Interest,(b)bankruptcy or . other insolvency proceedings instituted on behalf of a Partner or an Assignee,(c)judicial g � or or administrative order, the parties demanding the Assignment first must offer the Par tnership Interests or Assigned Partnership Interests, as the case may be, which are to be Assigned signed for sale to the Partnership and the existing Partners and provided as Assignees in Exhibit g B. 8.11 Actuarial Ownership_of Trust Properties by Permitted Assignees.. . The provisions of this Section shall apply in making the determination whether Permitted Assignees Assignees actuarially comprise more than seventy five percent (75%) of the beneficial ownership of properties held in a trust at the time of an Assignment to the trustees of the trust. 22 8.11(a) Beneficial Interests to be ignored. The following ing beneficial interests in the trust shall be ignored: (i any beneficial interest of a - person who is lawfully married to a Permitted Assignee at the time of the Assignment nment or who had been married to a Permitted Assignee at the time me of the Permitted Assignee's death and has not remarried at the tim e of the Assignment; (ii) any beneficial interest of an organization which g would qualify for a charitable deduction under Section 2522 of the Code if a gift were made to that organization; and (ill) any beneficial interest represented by the existence exe of any power of appointment over the trust even properties, though the actual exercise of the power of may appointment constitute � an Assignment. 8.11(b)Determination Based on Relevant Interests. The beneficial interests which are not ignored as provided above in Section this Interests") shall be divided into two categories, those which a •. . g � are held for Permitted Assignees and those which are not, and each category shall be valued . . g � as provided under Section 2512(a) of the Code as if the beneficial interests were �� ere then assigned, even if those interests are not assignable. Permitted deemed Assignees shall be to comprise more than seventy-five percent(75%). of the beneficial ownership of properties held in a trust at the time of an Assignment g nt to the trustees of the trust if the value of the Relevant Interests which are held for Permitted Assignees is more than three times the value of the Relevant which , Interests � h 1 �.1z are not held for Permitted Assignees. 8.11(c) Certification by Partnershi 1''ana ement. Upon p request by the trustee of any trust, the Partnership Management ement may certify . g whether Permitted Assignees actuarially comprise more than seventy-five y percent (75%) of the beneficial ownership of properties held in the trust. The . Partnership Management shall have complete discretion in issuing or failing to issue certification such a certification and shall be liable only for fraud or bad faith. Regardless dless of whether the Partnership Management issues sucha certification, the Partnership shall not be estopped from claiming that Permitted Assignees actuarially comprise g ornlarlse more or less than seventy-five percent (75%)of the beneficial . ownership of pro ernes held in the trust, but if the P Partnership Management does issue such a certification, all third parties dealing with the trustee may rely oncertification. the 23 ARTICLE IX Withdrawals 9.01 General Partners. No General Partner shall withdraw from the Partnership unless the Partnership is dissolved as provided in Section 10.01(a) or 10.01(c), and any such early withdrawal shall be a breach of this Agreement. As a consequence of an early withdrawal by a General Partner, the withdrawing General Partner's General Partnership Interest shall be converted into a Limited Partnership interest, and the withdrawing General Partner shall be admitted to the Partnership as a Limited Partner, subject to the limitations described in Section 10.03. In addition, the Partnership may recover damages to the extentpermitted by law, including the reasonable cost of replacement with respect to the services required of the withdrawing General Partner under this Agreement, and the Partnership may effect the recovery of any such damages by offsetting them against amounts otherwise distributable to the withdrawing General Partner and by reducing the size of the Limited Partnership Interest into which the withdrawing General Partner's General Partnership Interest is converted. 9.02 Limited Partners. No Limited Partner nor Assignee shall have the right to withdraw from the Partnership prior to its liquidation as provided in Article X. ARTICLE X Dissolution, Winding Up and Liquidation 10.01 Dissolution. No Partner may cause the dissolution of the Partnership except as provided in this Section. The Partnership shall not be dissolved until the first to occur of: 10.01(a) the unanimous, written consent of the Partners; 10.01(b) an event of withdrawal of a General Partner, as the term `event of withdrawal" is defined in Section 7-62-402 of the Act; or 10.01(c) the entry of a decree of judicial dissolution under Section 7-62- 802 of the Act. 10.02 Effective Date and Notice. The dissolution of the Partnership shall be effective as of the day on which the event causing the dissolution occurs, but the Partnership shall not terminate until all of its affairs have been wound up and it has been liquidated as provided in this Article. If the Partnership is dissolved for any reason, the Partnership Management shall provide each of the Partner with written notice of the dissolution within two weeks of the event causing dissolution. 10.03 Reconstitution. If the Partnership is dissolved as provided in Section 10.01(b), l (b), the Partnership may be reconstituted and its business continued without being wound up if: 24 10.03(a) there remains at least one General Partner and the remaining General Partner or General Partners wish to carry on the business of the Partnership, provided that if the dissolution occurs because of the death of a General Partner, any substituted General Partner admitted to the Partnership as provided in Section 8.05 shall not have the right to participate in the determination of whether the Partnership's business should be carried on; or 10.03(b) within ninety (90) days after the effective date of the Partnership's dissolution, all of the remaining Partners agree in writing to continue the business of the Partnership and, if there is no remaining General Partner, agree to the appointment of one or more new General Partners to be effective as of the effective date of the Partnership's dissolution, provided in each case that the agreement of a former General Partner who is admitted to the Partnership as a Limited Partner upon withdrawal as provided in Section 9.01 shall not be required with respect to any Partnership Interest owned by that former General Partner if the dissolution was caused by that formerGeneral Partner's withdrawal, further provided that the agreement of a substituted General Partner admitted to the Partnership as provided in Section 8.05 shall not be required with respect to any Partnership Interest owned by that substituted General Partner if the dissolution was caused by the death of the antecedent General Partner, and further provided that all of the remaining Partners shall bear the dilution proportionately of their Partnership Interestscaused by the admission of any General Partner. 10.04 Liquidator. If the Partnership is dissolved and is not reconstituted as provided in Section 10.03, the Partnership's affairs shall be wound up and the Partnership shall be liquidated under the authority of the Liquidator appointed by this Section. I0.04(a) Appointment of Liquidator. The winding up of the Partnership's affairs and its liquidation shall be accomplished under the authority y of either: (i) the Partnership Management, exclusive of any General Partner causing the dissolution of the Partnership in breach of this Agreement; or (ii) if the dissolution was caused by an event of withdrawal of the last remaining General Partner, as the term "event of withdrawal" is defined in Section 7-62-402 of the Act. either by the Limited Partners or by an agent selected by the Limited Partners on such terms and conditions as may be deemed appropriate by the Limited Partners, exclusive of any former General Partner admitted to the Partnership as a Limited Partner upon withdrawal as provided in Section 9.01. 25 10.04(b) Powers of Liquidator. Except as otherwise provided in this Article, the Liquidator shall have the authority to exercise all of the Powers ers of Management to the extent necessary to wind up the Partnership's affairs and liquidate the Partnership, subject to the sane duties which are imposed on the Partnership Management by this Agreement, and subject to the same limitations on those duties and indemnification rights which are granted to the Partnership Management by this Agreement. 10.05 Conversion of Assets to Cash. If the Partnership is dissolved and is not reconstituted as provided in Section 10.03 unless other arrangements- are made which are satisfactory to all of the remaining General Partners, exclusive of any General Partner causing the dissolution of the Partnership in breach of this Agreement, or, if there are no General Partners remaining, which are satisfactory to all of the remaining Partners, exclusive of any Partner causing the dissolution of the Partnership in breach of this Agreement, the Partnership Assets shall be liquidated and converted to cash to the extent necessary to pay all creditors of the Partnership, including Partners to the extent allowed by Section 7-62-804 of the Act, except for creditors which are owed Approved Debts, which Approved Debts shall consist only of liabilities owed by the Partnership which are secured by properties fromwhich the projected net cash flow is sufficient to pay principal and interest as such obligations become due and which are not accelerated nor considered defaulted upon solely because of the dissolution of the Partnership and the distribution in liquidation of the Partnership of any properties which secure the liabilities. Any of the Partnership Assets which remain after the above -described assets are converted to cash may be liquidated andconverted to cash or retained for distribution in kind to the Partners as the Liquidator determines to be appropriate. The Partners shall allow a reasonable time for the orderly liquidation of the Partnership in order to avoid losses to the extent possible. 10.06 Liquidating Distributions. After a sufficient amount of the Partnership Assets have been converted to cash as provided in Section 10.05, and allowing for the creation of reserves as provided in Section 10.07, all cash held by the Partnership and any of the remaining Partnership Assets shall be distributed as provided in this Section. 10.06(a) Creditors. Any cash held by the Partnership shall be paid in the order of priority as may be required to all creditors of the Partnership other P than creditors which are owed Approved Debts, including Partners to the extent allowed by Section 7-62-804 of the Act, in satisfaction of all liabilities other than Approved Debts which are owed by the Partnership. 10.06(b) Other Partners. After making payments to creditors as provided above in this Section, any remaining cash shall be distributed, and any y of the remaining Partnership Assets shall be distributed in kind, among the Partners in proportion to the credit balances in theirCapital Accounts. 26 10.07 Reserves. After making payment or provision for payment of all expenses liquidation p �` P es of q dation and all liabilities other than Approved Debts which are owed by the Partnership rtnership as provided above in this Article, the Liquidator may establish cash reserves as the Liquidator dator determines to be appropriate for any contingent or unforeseen liabilities of the Partnership. Upon a. decision by the Liquidator that such reserves are no longer necessary,cash . any remaining in such reserves shall be distributed according to the provisions above in this Article. le. 10.08 Accounting on Liquidation; Fair Market Value of In -Kind Distributions. Any items of income, gain, loss, deduction or credits against tax which arise during the course of the Partnership's winding up and liquidation shall be allocated among the Partners as provided in Article VI and credited or charged to their respective �Ca Capital Accounts as provided in . �' P Section 4.05 and Exhibit A. With respect to any property to be distributed in kind to a Partner as provided in this Article, the Liquidator shall determine the fair market value of the property, and the Capital Accounts of the Partners shall be adjusted as provided in Section 4.05Exhibit and A for the gain or loss which would have been recognized had thepropertyinstead . g been sold for its fair market value; provided that if the Partners cannot agree on theproperty's ' . � . � fair market value, it shall be determined by arbitration as provided in Exhibit F as if the property were a Interest disputed 1 �' y _ Partnership ex. est with a di sputed Fair Market Value. 10.09 Restoration of Capital Account Deficits. 10.09(a) Limited Partners. Except as provided below in Section 10.09(b), no Limited Partner shall have any obligation ation to contribute additional oval cash or other properties in order to eliminate a deficit in the Limited Partner's Capital Account which may exist after taking into account all Capital Account p adjustments required by this Article and Exhibit A. 10.09(b) General Partners. Any General Partner, including purposes _ for of this Section 10.09(b) any former General Partner converted to a Limited Partner as provided in Section 9.01 because the former General Partner caused the dissolution of the Partnership as provided in Section 10.01 b by withdrawing from the Partnership, who or which has a deficit balance in the Partner's Capital Account after taking into account all Capital Account adjustments required by this Article and Exhibit A, limited in the case of a former General Partner as described above to a deficit balance existing at the time of the former General Partner's withdrawal and conversion to a Limited Partner, shall contribute to the Partnership an amount of cash sufficient to eliminate the deficit balance no later than (1) the end of the calendar year in which the Partnership's liquidation li uidation otherwise has been completed or (ii) ninety (90) days after the date on which the Partnership's liquidation otherwise has been completed, whichever is later. p � a er. 10.10 Termination. Upon the completion of the Partnership's liquidation and the distribution of all cash held by the Partnership and all of the Partnership Assets ' a s provided above in this Article, the Partnership shall terminate, and the Liquidator � ator and Partners shall execute and record all documents necessary to effectuate the dissolution and termination nation of the Partnership under the Act or any other laws. ARTICLE XI Miscellaneous 11.01 Mandatory Arbitration of All Dis utes. Any dispute ute between or among the Partnership, any of the Partners, any Assignees or any other parties which is related to Fair Market Value and cannot be resolved by agreement shall be resolved by arbitration as provided in Exhibit E, and any other dispute which cannot be resolved by agreement � in g rnent shall be resolved by arbitration as provided Exhibit F. The resolution of a dispute p by arbitration as provided in Exhibits E and F shall be final as between the parties to the dispute and P may be enforced or preserved upon application to any court of competentjurisdiction. 11.02 Confidentiality. Except as authorized by the Partnership Management . ,g rnent or as may be required with respect to governmental filings or judicial, adi�z' •'. � administrative or arbitration proceedings, no Partner or Assignee shall disclose to any person who is . � not a Partner any nonpublic information of a confidential nature which concerns the Partnership; . provided that if any Partner or Assignee is required to disclose confidential information in with connection with governmental filings or judicial, administrative or arbitration proceedings, the Assignee first shall provide � p g , , Partner or l pzov ide notice to the Partnership Management with sufficient detail to enable the Partnership Management to obtain a protective order or to take other } similar action as may be deemed appropriate by the Partnership Management. Furthermore, in l� the event of a dispute sp rte between or among the Partnership, any of the Partners or any Assignees, confidential information which must be filed with any arbitrator or court shall be filed under seal to the extent permitted by law, and upon the conclusion of the dispute, including all appeals,filings any such f i 1 rngs shall be returned to the Partnership Management. In addition to recovering damages for breach of this Section, the Partnership may pursue injunctive or other equitablein cluding � remedies, including the equitable remedy of specific performance, to prevent disclosures of confidential information. any infol�n�atlon. 11.03 Modification, Termination and Waiver. This Agreement may modified. be ixrodl f ied, terminated or waived only by written agreement among all parties g affected by the modification, termination or waiver. 11.04 Estoppel Certificate. Within twenty (20) days after receiving a written g request from another Partner, any Partner receiving the request shall return acknowledged � a written, ack�no�� hedged statement which, to the extent of the Partner's knowledge,(a)either states that this F.�. Agreement has not been modified or describes any modifications which have bee n made, and (b) states whether or not any Partner is in default with respect tounder obligation P any this Agreement and describes the default. 28 11.05 Further Actions. Each party to this Agreement shall execute and deliver any documents andtake any further actions which may be necessary to effect the purposes and objectives of this Agreement. 11.06 Certificate Requirements. The Partners promptly shall execute and file any certificates or other documents which may be required by applicable law in connection with the formation.. existence, dissolution or liquidation of the Partnership. 11.07 Successors and Assigns. This Agreement shall hind and inure to the benefit of the parties to this Agreement and their respective successors and assigns; provided that no interest in or under this Agreement may be assigned except as provided by this Agreement. 11.08 Creditors. No provision in this Agreement shall be enforceable by. nor construed for the benefit of, any creditors of the Partnership. 11.09 Personal Liability. Except as may be provided in a separate agreement delivered to the Partnership Management, no employee, officer, director, shareholder, limited partner or other agent of any Partner shall be liable personally for any obligations of the Partner under this Agreement. 11.10 Entire Agreement. This Agreement represents the entire agreement of the panics to this Agreement with respect to the Partnership and supersedes any prior understandings between or among them. There are no oral or written representations, agreements, arrangements or understandings between or among the parties to this Agreement which relate to the Partnership other than those contained in this Agreement. 11.11 Governing Law. This Agreement shall be construed in accordance with the laws of the State of Colorado, and the rights and obligations of the parties to this Agreement shall be governed by the laws of the State of Colorado. 11,12 Notices` Except as otherwise provided, all notices and other communications which may be required under this Agreement shall be submitted in writing and shall be effective when received by the party to be notified. As long as all costs are prepaid by the sender, notices may be sent by any reasonable method. including hand delivery, mail (whether certified, overnight or otherwise), air courier, facsimile transmission, Telex or cable. 11.13 Format of Agreement; Headings. The format of this Agreement and the headings used throughout this Agreement are intended only for convenience of reference and shall not affect the meaning of any provision in this Agreement. 11.14 Usage of the Word ``Include." In order to avoid repeated use of phrases such as "...including, but not limited to,..." and "...which may include, without limitation,..." throughout this Agreement, any derivative of the word "include" shall be construed only in an illustrative 29 sense and not in a limiting sense, such that illustrations or examples associated with any provision in this Agreement which are set apart by any derivative of the word "include" shall not be construed to limit the generality of the provision which is modified, nor to be the exclusive illustrations or examples with respect to the provision, unless the context clearly indicates otherwise. 11.15 Usage_of the Word "Person." In order to avoid repeated use of phrases such as "...any person or entity..." throughout this Agreement, any derivative of the word "person" in this Agreement shall include an individual, corporation, partnership, limited partnership, limited liability partnership, limited liability company, professional corporation, trust, estate, custodian, trustee, executor, administrator, nominee, charity or other entity in its own or a representative capacity. 11.16 Usage of the Word "Trust." Any derivative of the word "trust" shall include all trusts and any arrangement which has substantially the same effect as a trust. 11.17 Cross -References. Unless the context clearly indicates otherwise, any references in this Agreement to an "Article" or "Section" are references to articles or sections of this Agreement. 11.18 Plurals. etc. Pronouns, nouns and other terms used in this Agreement shall be construed as necessary to include their masculine, feminine, neuter, singular and plural forms. 11.19 Incorporation of Schedules and Exhibits By Reference. The provisions of the schedules and exhibits which are attached to this Agreement and to which reference is made in various places throughout this Agreement are incorporated by reference into this Agreement for all purposes without the necessity of repeatedly referring to such incorporation throughout this Agreement when referring to the schedules and exhibits. 11.20 Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original of this Agreement but all of which, taken together, shall constitute one and the same Agreement. IN WITNESS OF THIS AGREEMENT, the parties to this Agreement have signed below on the dates indicated, to be effective as of the Effective Date. GENERAL PARTNER: zoo Date 30 LIMITED PARTNERS. In- o &P' Date Date eAAAAAAte- /c-pl Date Scott E Johnson Robert W. John on Kristin A. Whapshare Zachary Nicholas Johnson Trust 7' Robert W. Johnson, Trustee By: zi Kr* tin share, Trustee Scott E. Johns. , Trustee Paige Elise Johnson Trust : y v By: f� Robert W. Johnson. Trustee l Kristin . '''hapsha Trustee eic Scott E. Johnson 'rustee i 4,(44,,,m,..4,,ntcl oZ c' rf Date 411,GAAAGrid eic) ? Date Date J 2 L Hunter Robert Johnson Trust By: By: Robert W. R Kr! lnson, Trustee ttstee Scott E. Johns() Trustee are, Trustee Campbell Whapshare Trust By: By: Robert W. Johan, Trustee fi sti i A. Whapshar 4 , Trustee Scott E. Johnso° Trustee Connor Michael Whapshare Trust By: By. • Robert W. Joh son, Trustee istiA. Wha Trustee Scott E. Johnsdiii Trustee STATE OF COLORADO COUNTY OF The foregoing instrument was acknowledged before me this , 20 0 9 , by A. Bruce Johnson, General Partner. M ' %.‘" Y'IiYt.. *co My commission ex ires: F \ " I ()ell LL) STATE OF COLORADO ) ) ss. COUNTY OF ) ) ten) A . _ day of State of Colora o The foregoing instrument was ac nowie ed before me this _ (74,-;..tr ,� , 20 c�' , by A. Brine J�►Isq.lied Partner. -. •, My commission expires: STATE OF COLORADO ) ss. COUNTY OF LIN L ) ) The foregoing instrument was acknowledged before me this 20 is) 9 , by Scott E. Johnson, Limited Partner. 4 _ L. rr"...if a i Noctary "ublici,, Mate of Colorado, !) day of J • My commission expires: +`,\I \ 'a 1 • day of h 1 J _1414-'41\ • •_ r 1 T 4 L ' it , .I .y ....% "1", 'l t 1 - Tet i PUbiip''Siate of Colo(sU fado Y. 47 C s. ‘.4cd=„wat,..::::;ine.....- see 33 STATE OF COLORADO COUNTY OF The foregoing instrument was acknowledged before me this , 20 , by Robert W. Johnson, Limited Partner. J k �r My commission expires: 11 ,k. .'_ ' � a t kr,'•{ Nctier `' ubli , tate of ColoradN 4 e •• • a" I - (a STATE OF COLORADO ) ss. COUNTY OF , . �•� day I The foregoing instrument was acknowledged a before me this day of 20 � ,_ , by Kristin J.'wVha share � Whapshare, Limited Partner. My commission expires: STATE OF COLORADO COUNTY OF ,.. • • • • 17N-see I � V It 1 '` ors I Notary;; Public, Stte of Coloradoe The foregoing instrument was acknowledged�/ ,�before me this � day of to/w,___Nkti , 20 Oc)\ , by Robert r W, hnson Kristin J. Whapshare and Scott E. Johnson, Trustees of the Zachary Nicholas J.a} n z ' Limited Partner. ' T Vii''' ' `• My commission expires: O: ♦..,._. • • a t OF CD 7(1 ubiicc State of Colora sr STATE OF COLORADO ss. COUNTY OF r' ) The foregoing instrument was acknowledged before - r '� me this. / day of , 20 / l , by Robert W. Johnson, Kristin J. Whapshare Johnson, Trustees of the Paige �' and Scott E. Paige Elise Johnson Trust, Limited Partner. My commission expires: STATE OF COLORADO ) ) ss. COUNTY OF i t' Natal" 4 ., • ft • ....-riCell as yja .; �� COjar ..A .. -- —4 4C _61tA tAki lie, tof Cothado The foregoing instrument was acknowledged ` beforeme this � - day of ‘,-( ).CICQAA,b-L,P,-- , 20 (19 , by Robert W. Johnson, Kristin J. 'ha .share and Johnson, Trustees of the Hunter � Scott E. Robert Johnson trust, Limited Partner, y commission expires: STATE OF COLORADO ) COUNTY OF �J � )ss. kat tats of olorado • r J The foregoing instrument 1 � � g g rument was acknowledged before me this day of -c by Robert W. Johan, Kristin J. Wha share and Johnson, Trustees of the �" Scott E. Campbell William Whapshare,Trust, Limited Partner. My commission expires: . ✓ Is `. O is day of 1• eA , 20 C , by Robert ' . --Johnson, Kristin J. 'chap share and Scott E. Johnson, Trustees of the Connor Michael ha.Psixare iwst Limited Partner. i , c %Cost\ b My commission expires: h \\Lu ck to ai :?its:.-2univ i i -7:4) 1 .....1\ • 1` :�`, �• b ti f P I i tote r i • Qom _ .•� , STATE OF COLORADO ) •)ss. COUNTY OF N,� The foregoing instrument was acknowledged before me this ) PLED DONE TA UA WEtSON COLORADO SPERETAKY OF STATE' CERTIFICATE OF LIMITED PARTNERSHIP THIS CERT IFICATE OF LIMITED PARTNERSHIP is made this/ day of September, 2000, by and between the undersigned parties. WITNESSETH: We, the undersigned parties, constituting all of the general partners of WAKE, LLLP, Limited Liability Limited Partnership hereby certify that: Throughout this Certificate, any word or words that are defined in the Colorado Uniform Limited Partnership Act of 1981, as amended from time to time (the "Act"), shall have the same meaning as provided in the Act, and the word or words listed below within quotation marks shall be deemed to include the words which follow them: A. "Certificate" -- This Certificate of Limited Partnership. B. "Partnership" -- This Limited Partnership. 1. Partnership Name. The name of the Partnership shall be "WAKE, LLLP" (WAKE, Limited Liability Limited Partnership). 2. Registered Office and Resident Agent. The address of the registered office of the Partnership is 801 8th Street, Suite 220, Greeley, Colorado 80631. The name of the resident agent of the Partnership at that address is A. Bruce Johnson. 3. Names and Addresses of General Partners. The name and the home or business address of each general partner are as set forth on the signature pages hereof. 4. Number of Partners. There are four (4) partners in the partnership, at least one of whom is a limited partner. 5. Other Matters. N/A IN WITNESS WHEREOF, this Certificate of Limited Partnership has been signed this day of September, 2000. GENERAL PARTNER: 1 A . Th UCE JQHNSON Business Address 801 8th St., Suite 220 Greeley, CO 80631 cal nATn 1 ' :.d . r"• : LUUU A 1 b i I .l, 3 100% 00 r 'mera y- att.rtc l !#rtT ur oimic -��-. w OF' 4918043 08/30/2023 12:24 PM Total Pages: 4 Rec Fee: $28.00 Carly Koppes - Clerk and Recorder, Weld County , CO AMENDED AND RESTATED MEMORANDUM OF LEASE AND EASEMENT OPTION AGREEMENT THIS AMENDED AND RESTATED MEMORANDUM OF LEASE AND EASEMENT OPTION AGREEMENT ("Memorandum") is entered into as of August 2, 2023 by and between Robert W. Johnson and Allison S. Johnson (together, "Owner"), and Cloudbreak Energy Partners, LLC, a Delaware limited liability company, and its successors and assigns ("Operator"). RECITALS A. Owner's predecessor in interest and Operator have entered into that certain Lease and Easement Option Agreement (the "Lease Agreement"), dated August 24, 2022 (the "Effective Date"), whereby Owner's predecessor in interest granted Operator the right to conduct due diligence on the Owner's Property and an option to lease and develop a portion of the Owner's Property (the "Option"), together with easement rights on, over, under, across, and through said Owner's Property, in the County of Weld, State ofColorado, and being more particularly described in Schedule A attached hereto and made a part hereof (the "Owner's Property"). B. A Memorandum of Lease and Easement Option Agreement was previously recorded on August 26, 2022 at Reception Number 4851504 ("Original Memorandum"). C. On August 2, 2023, Owner's predecessor in interest transferred the Owner's Property to Owner pursuant to that Special Warranty Deed recorded August 3, 2023 at Reception Number 4913057. D. This Memorandum is being executed and recorded to evidence the Lease Agreement and changes to ownership of the Owner's Property shall not be construed to limit, amend or modify the provisions of the Lease Agreement in any respect. MEMORANDUM 1. OWNER. Robert W. Johnson and Allison S. Johnson are, together, the Owner, with an address of 1100 Shoreline Drive, Windsor, Colorado 80550. 2. OPERATOR. The name of the Operator is Cloudbreak Energy Partners, LLC, a Delaware limited liability company, having an address of 4845 Pearl East Circle, Suite 118 #53242, Boulder, Colorado 80301, and its successors and assigns. 3. LEGAL DESCRIPTION. The specific legal description of the Owner's Property i.s described on Schedule A and is incorporated herein by this reference. 4. OPTION TERM. Owner has granted Operator the right to conduct due diligence on the Owner's Property to determine if the Operator would like to enter into a lease. The initial terra of the Option Agreement is a period commencing on August 24, 2022 and ends on August 24, 2026. The term of the Option may be extended, at Operator's discretion, for one (1) calendar year(s), as provided in the Lease Agreement. 5. LEASE TERM. In the event the Option is exercised under the Lease Agreement, the term of the lease will commence on the Commencement Date (as defined in the Lease 4853-6968-1020.1 4918043 08/30/2023 12:24 PM Paget of4 Agreement) and shall expire on the twentieth (20th) anniversary of the Commercial Operation Date (as defined in the Lease Agreement). 6. EXTENTION TERMS. Operator has the option to extend the term of the lease for three (3) additional extension terms of five (5) years each on the terms and conditions more particularly set forth in the Lease Agreement. 7. EASEMENTS. In connection with the Lease Agreement, Owner has granted or has agreed to grant operator a number of easements on, over, under, across and through Owner's Property, which are fully described in the Lease Agreement. 8. OTHER TERMS. In addition to those terms referenced herein, the Lease Agreement contains numerous other terms, covenants and conditions, and notice is hereby given that reference should be made to the Lease Agreement directly with respect to the details of such terms, covenants, and conditions. In the event of a conflict between the provisions of this instrument and the Lease Agreement, the provisions of the Lease Agreement shall control. 9. AGREEMENT TO COOPERATE. At the request of Owner after expiration of the termination of the Lease Agreement, Operator shall reasonably cooperate with Owner in all respects with obtaining the removal of the Memorandum from title, including without limitation executing a termination of Memorandum in form reasonably required by Owner. IN WITNESS WHEREOF, the undersigned have caused this instrument to be executed as of the date first written above. STATE OF COLORADO COUNTY OF 1J( te) Allison S. Johnson ) ss. The foregoing instrument was acknowledged before me this Ario) day of , 2023, by Robert W. Johnson and Allison S. Johnson. Witness my hand and official seal My commission expires: My Notary number is: 7t7ZZLictictiffq 4853-6968-1020,1 Notary Public 4918043 08/30/2023 12:24 PM Page 3 of 4 OPERATOR Cloudbreak Energy Partners, LLC, a Delaware limited liability company By: rI 2441 Title: A oktias, r gaol STATE OF COLORADO COUNTY OF (,14%-k �� The fore ping instrument was acknowledged before me this day of 2023, by 13 oArninyi , the Authorized Signatory of Cloudbreak Energy Fers, LLC, a Delaware limited liability company, on behalf the limited liability company. Witness my hand and official seal My commission expires: ic2a12,,,M, y��.� Notary Public My Notary number is: )104N uI1II11111II1IIIIIIIlIl11111IIIulinIImo llllf' thiu13il1g111111Iamf; oIll CHRISTOPHER MINWEGEN NOTARY PUBLIC - STATE OF COLORADO NOTARY ID 20224047579 MY COMMISSION EXPIRES DEC 20, 2026 O11111111f 1100411II11IIII1111I111111111IIIIIIIIIIIIIIIIIII1IIIlIlili1fa1X1 Operator Signature Page to Amended and Restated Memorandum of Lease and Easement Option Agreement 4918043 08/30/2023 12:24 PM Page 4of4 SCHEDULE A Legal Description of Owner's Property To be updated after ALTA surveys are complete. A portion of the following real property located in the County of Weld, State of Colorado: The East 'A of the Southwest Y of Section 24, Township 6 North, Range 65 West of the 6th P.M., Weld County, Colorado Parcel number 080324000009 Also known as 23279 CR 66, Greeley, Colorado 80631 Depiction: 4851504 08/26/2022 03:57 PM Total Pages: 4 Rec Fee: $28.00 Carly Koppes - Clerk and Recorder, Weld County , CO MEMORANDUM OF LEASE AND EASEMENT OPTION AGREEMENT THIS MEMORANDUM OF LEAS AND EASEMENT OPTION AGREEMENT ("Memorandum") is entered into as of t_ by and between Wake, LLLP, a Colorado limited liability limited partnership ("O4vner"), and Cloudbreak. Energy Partners, LLC, a Delaware limited liability company, andits successors and assigns ("Operator"). RECITALS A. Owner and Operator have entered int that certain Lease and Easement Option. Agreement (the "Lease Agreement"), dated , 2022 (the "Effective Date"), whereby Owner has granted Operator the right to cohdu due diligence on the Owner's Property and an option to leaseand develop a portion of the Owner's Property (the "Option"), together with easement rights on, over, under, across, and through said Owner's Property, in the County of Weld, State of Colorado, and being more particularly described in Schedule A attached hereto and made a part hereof (the "Owner's Property"). B. This Memorandum is being executed and recorded to evidence the Lease Agreement and shall. not be construed to limit, amend or modify the provisions of the Lease Agreement in any respect. MEMORANDUM 1. OWNER. The name of the Owner is Wake, LLLP, a Colorado limited liability limited partnership, with an address of 801 8th St. #220, Greeley, CO 80631. 2. OPERATOR. The name of the Operator is Cloudbreak Energy Partners, LLC, a Delaware limited liability company, having an address of 4845 Pearl East Circle, Suite 118 #53242, Boulder, Colorado 80301, and its successors and assigns. 3. LEGAL DESCRIPTION. The specific legal description of the Owner's Property is described on Schedule A and is incorporated herein by this reference. 4. OPTION TERM. Owner has granted Operator the right to conduct due diligence on the Owner's Property to determine if the Operator would like to enter ' to a lease. The initial term of the Option • gree ent is a period commencing on .... , 2022 and ends on M . The term of the Option may b extended, at Operator's discretion, for one 1) calendar year(s), as provided in the Lease Agreement. 5. LEASE TERM. In the event the Option is exercised under the Lease Agreement, the term of the lease will commence on the Commencement Date (as defined in the Lease Agreement) and shall expire on the twentieth (20th) anniversary of the Commercial Operation Date (as defined in the Lease Agreement). 6. EXTENTION TERMS. Operator has the option to extend the term of the lease for three (3) additional extension terms of five (5) years each on the terms and conditions more particularly set forth in the Lease Agreement. 46 4811-7089-4018.9 4851504 08/26/2022 03:57 PM Page 2 of 4 7. EASEMENTS. In connection with the Lease Agreement, Owner has granted or has agreed to grant Operator a number of easements on, over, under, across and through Owner's Property, which are fully described in the Lease Agreement. 8. OTHER. TERMS. In addition to those terms referenced herein, the Lease Agreement contains numerous other terms, covenants and conditions, and notice is hereby given that reference should be made to the Lease Agreement directly with respect to the details of such terms, covenants, and conditions. In the event of a conflict between the provisions of this instrument and the Lease Agreement, the provisions of the Lease Agreement shall control. 9. AGREEMENT TO COOPERATE. At the request of Owner after expiration of the termination of the Lease Agreement, Operator shall reasonably cooperate with Owner in all respects with obtaining the removal of the Memorandum from title, including without limitation executing a termination of Memorandum in form reasonably required by Owner. IN WITNESS WHEREOF, the undersigned have caused this instrument to be executed as of the date first written above. OWNER WAKE, LLLP a Colorado limited liability limited Partnership A. Bruce Johnson Manager petithat-A STATE OF COLORADO COUNTY/CITY OF0 )ss. The fpregoing instrumen we cknowledgec cfore me thi 202,3 by rvi-st cot Witness my hand and official seal My commission expires: Notary " ublic My Notary number is:P0D/11O(/ zigl 47 4811-47089-4018.9 Vemr.4siaiiiimastsios day of Peso L Sherman NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20044011484 '.SS' CCM;it,Sa CAN EXPIRES December 30. 2023 •.e., ,e�a� 4851504 08/26/2022 03:57 PM Page 3 of 4 OPERATOR Cloudbreak Energy Partners, LLC, a Delaware limited liability company By: Name: 9..t61 «o.t 6&tttv Title: 119. ktw':tc ��` S;TAkt�s ,a.,t„1 eArAisace STATE OF COLORADO ) ss COUNTY OF The foregoing - ins ument was acknowledged before me this 2 day of 2022,, by+Z@Lecet9 Gethotty the of Cloubreak Energy Partners, LLC, a Delaware limited liability company, on behalf of the limited liability company. Witness my hand and official seal My commission expires:it t / jejt 12Q123 My Notary number is: 20 itvioh3v2. 4811-7089-4018.9 N 48 VAISHALI JALPESH PATADIA NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20194043942 MY COMMISSION EXPIRES 11012023 4851504 08/26/2022 03:57 PM Page 4 of 4 SCHEDULE A to EXHIBIT E Legal Description of Owner's Property To be updated after ALTA surveys are complete. A portion of the following real property located in the County of Weld, State of Colorado: Parcel number: 080324000009 Legal: The East '/2 of the Southwest 1,4 of Section 24, Township 6 North, Range 65 West of the 6th P.M., Weld County, Colorado, excluding and reserving unto Grantors all of the Grantors' right, title, and interest in and to oil, gas, and hydrocarbons lying beneath or otherwise appurtenant to the Property. Also known as 23279 CR 66, Greeley, Colorado 80631 Depiction: 49 4811-7089-4018.9 CLOUDBREAK CBEP SOLAR 20, LLC PO BOX 1255 STERLING, CO 80751 (970) 425-3175 INFO c©CLOUDBREAKENERGY.COM DATE: April 25, 2023 PROJECT: Darling Ranch Solar Project SUBJECT: Planning Questionnaire 1. Explain the proposed use and business name: o CBEP Solar 20, LLC is proposing to construct and operate the Darling Ranch Solar Project ("Project") in unincorporated Weld County on Parcel ID number 080324000009. The Project will be a 6.77 MWac community solar garden and will be constructed on approximately 60.59 acres of privately owned land. It will consist of solar modules mounted about 5 feet above the existing grade on single -axis trackers, which allow the panels to track the sun from east to west over the course of the day. The project will also include inverters mounted on steel posts or beams, concrete -pad mounted transformers, other electrical equipment, an access road, and a perimeter game fence with gates. 2. Explain the need for the proposed use: o Ensuring long-term energy security for the United States requires a mixture of all different types of energy production, including community solar projects like the Darling Ranch Solar Project. 3. Describe the current and previous use of the land. o The land is currently vacant (no existing water rights to be used for crop production) and has historically been used for oil and gas production. 4. Describe the proximity of the proposed use to residences. o The nearest residence is approximately 100 feet from the southern side of the Project's fenceline. 5. Describe the surrounding land uses of the site and how the proposed use is compatible with them. o The surrounding land uses include residential, oil and gas production, and agricultural land. 6. Describe the hours and days of operation (i.e. Monday thru Friday 8:00 a.m. to 5:00 (970) 425-3175 I INFO©aCLOUDBREAKENERGY.COM I CLOUDBREAKENERGY.COM CLOUDBREAK PAGE2 o Construction activities will take place Monday through Saturday from 7:00 a.m. to 6:00 p.m. After construction is completed, occasional maintenance will occur between 7:00 a.m. and 7:00 p.m. as needed. 7. Describe the number of employees including full-time, part-time and contractors. If shift work is proposed,, detail number of employees, schedule and duration of shifts. o Construction may require up to 50 workers to be on -site at one time during the peak of construction, all contractors during the day shift. Construction employees may include up to 15 civil workers, 15 electricians, 15 racking builders, and an additional 5 employees. During operations, two to four employees may be needed for maintenance, as needed, approximately twice a year. 8. Describe the maximum number of users, patrons, members, buyers or other visitors that the site will accommodate at any one time. o No users, patrons, members, buyers, or other visitors are expected to be on the site at any time. 9. List the types and maximum numbers of animals to be on the site at any one time (for dairies, livestock confinement operations, kennels, etc.). o Up to 500 sheep or mini cows. 10. List the types and number of operating and processing equipment. o The Project will consist of approximately 16,302 solar modules mounted about 5 feet above the existing grade on single -axis trackers, which allow the panels to track the sun from east to west of the course of the day. The project will also include 55 inverters mounted on steel posts or beams, 3 concrete pad mounted transformers, and other electrical equipment. 11. List the types, number and uses of the existing and proposed structures. o There are no existing structures on the Project's site. o The proposed structures for the Project will include: I. Approximately 16,302 solar modules mounted about 5 feet above the existing grade on single -axis trackers, which allow the panels to track the sun from east to west of the course of the day. ii. 55 inverters mounted on steel posts or beams iii. 3 concrete pad mounted transformers iv. Approximately 5 utility poles that will connect the project to the existing Xcel Energy distribution line located on the south side of the parcel. of the property. v. One temporary construction trailer (970) 425-3175 I INFO©aCLOUDBFREAKENEPGY.COM I CLOUDBPEAKEICIEPGY.COM CLOUDBREAK PAGE3 vi. Two 10' x 40' storage containers that will store parts, tools, and equipment on -site during construction and operations 12. Describe the size of any stockpile, storage or waste areas. o During construction, a laydown area located within the limits of the Project area will be used to store Project facility items while facilities are installed. During operations, there will be no open stockpiling, uncovered storage, or waste areas. Up to two storage containers approximately 40 -feet in length, 10 feet in width, and 10 feet in height to store spare parts, tools, and equipment on site during construction and operations. 13 Describe the method and time schedule of removal or disposal of debris, junk and other wastes associated with the proposed use. o Debris, junk, and other wastes will be stored in appropriate waste receptacles such as dumpsters during construction. CBEP Solar 20, LLC or its contractors will hire a waste management provider to regularly remove wastes associated with construction of the Project from the receptacles and bring the waste to an approved landfill or disposal site. Maintenance contractors will properly dispose of any wastes generated during operation of the Project by bringing the wastes to an approved landfill or disposal site. 14. Include a timetable showing the periods of time required for the construction of the operation. o Project construction is expected to begin in Q1 2024 and is expected to be completed in Q2 2024. Construction activities would follow the estimated timetable below: Construction Phase Season/Duration Construction Begins Q1 2024 Site preparation 1-2 months Structural work 3-5 months Electrical work 2-4 months Utility work 2-4 months Construction Completion Q2 2024 15. Describe the proposed and existing lot surface type and the square footage of each type (i.e. asphalt, gravel, landscaping, dirt, grass, buildings). (970) 425-3175 I INFO©aCLOUDBFREAKENEPGY.COM I CLOUDBPEAKENEPGY.COM CLOUDBREAK PAGE 4 o The existing lot surface type is all vegetated land. The proposed surface types and square footage of each type are listed below: i. Concrete: 519 sq ft ii. Gravel: 42,635 sq ft iii. Swales: 18,826 sq ft iv. Grass/Vacant: 334,818 sq ft v. Solar Racking: 1,751,785 sq ft 16. How many parking spaces are proposed? How many handicap -accessible parking spaces are proposed? o No parking spaces or handicap -accessible parking spaces are proposed. 17. Describe the existing and proposed fencing and screening for the site including all parking and outdoor storage areas. o There is no existing fencing or screening on the site. The Project will be surrounded by a game fence that is at least 7 feet tall. 18. Describe the existing and proposed landscaping for the site. o No existing landscaping. See landscaping/screening details for details on proposed future landscaping. 19. Describe reclamation procedures to be employed as stages of the operation are phased out or upon cessation of the Use by Special Review activity. o Decommissioning of the Project will commence within 12 months after power production has permanently ceased and be completed within 12 months of the decommissioning work commencing. Decommissioning will include the removal of: i. All non -utility owned equipment, conduits, structures, fencing, and foundations to a depth of at least three (3) feet below grade ii. All fences, graveled areas and access roads unless the property owner agrees for this to remain o The property will be restored to a condition reasonably similar to its condition prior to the development of the Project 20. Describe the proposed fire protection measures. o The Project is located within the Galeton Fire Protection District. The Project will comply with all Colorado Public Utilities Commission requirements as well as national codes and standards for construction, electrical, and fire. A supervisory control and data acquisition (SCADA) system will remotely monitor and control the Project 24 hours per day. The SCADA system will transmit Project data and control signals over the internet. (970) 425-3175 I INFO©aCLOUDB!REAKENEPGY.COM I CLOUDBPEAKENEPGY.COM CLOUDBREAK PAGES 21. Explain how this proposal is consistent with the Weld County Comprehensive Plan per Chapter 22 of the Weld County Code. o The Project is consistent with the Weld County Comprehensive Plan because it: ' i. Does not interfere with any existing agricultural operations within the vicinity. ii. Respects private property rights by allowing the owner of the property to do what is in their best interest while complying with local regulations and not interfering with or infringing upon the rights of others. iii. Promotes economic growth and stability by providing a diversified source of income for the landowner, the shepherd, and the County while also offering local residents the opportunity to save money on their electricity bills through Xcel's Solar*Rewards Community Program. iv. Protects the health, safety, and general welfare of the citizens of the County by providing an emission -free source of energy. v. Is harmonious with surrounding agricultural and industrial uses. vi. Supports future mineral development by reserving space on the landowner's property where minerals can be extracted in the future. II 22. Explain how this proposal is consistent with the intent of the zone district in which it is located. (Intent statements can be found at the beginning of each zone district section in Article III of Chapter 23 of the Weld County Code.) o The new solar development will not interfere with any of the surrounding agricultural land uses. The Project's array will protect the land underneath and in turn allow the soil to revitalize over time, therefore preserving the land to be used for agricultural purposes in the future, if desired. We will be planting a native seed mixture on the property that will not require irrigation. The properties existing water rights will be utilized for the grazing animals as well as provide drip irrigation for the native seed mixture. 23. Explain how this proposal will be compatible with future development of the surrounding area or adopted master plans of affected municipalities. o The Project will be located within the Town of Kersey's Intergovernmental Agreement area. (970) 425-3175 I I N FO©a CLOU DBPEAKEN EPGY.COM I CLOU DBPEAKEN EPGY.COM CLOUDBREAK PAGE6 o The Project's area is not included on the Future Land Use maps in the 2016 Town of Kersey Comprehensive Plan which assumes that the land currently falls under "Undetermined Use". Therefore, the proposed solar development will not go against any established future plans. As described in the Town of Kersey Comprehensive Plan, one of the action items (R2.5.4) is "continue to explore alternative energy sources (solar, wind, etc.) and new technology for power sources and other critical infrastructure." This Project would allow the Town of Kersey to meet their clean energy exploration goals and continue pursuing more renewable initiatives such as the "Sustainable Energy City" designation also mentioned in the Comprehensive Plan. 24. Explain how this proposal impacts the protection of the health, safety and welfare of the inhabitants of the neighborhood and the County o The Project is not anticipated to impact the health, safety, and welfare of Weld County citizens. Designs will comply with Colorado Public Utilities Commission requirements as well as national codes and standards for construction, electrical, and fire. A supervisory control and data acquisition (SCADA) system will remotely monitor and control the Project 24 hours per day. The SCADA system will transmit Project data and control signals over the internet. 25. Describe any irrigation features. If the proposed use is to be located in the A (Agricultural) Zone District, explain your efforts to conserve prime agricultural land in the locational decision for the proposed use. o We will be planting a native seed mixture on the property and grazing sheep, mini cows, and chickens to maintain the vegetation at a height of no more than 18-22 inches. The property has irrigation shares that will be utilized to water the n ative seed mixture and support the animals. The property also has a well that will meet the property's water needs when the river season completes. Since the parcel will continue to have animals grazing underneath the array throughout the project's lifecycle, the land will continue serving as prime agricultural land and n ot be taken out of production. 26. Explain how this proposal complies with Article V and Article XI of Chapter 23 if the proposal is located within any Overlay Zoning District (Airports Geologic Hazard, or Historic Townsites Overlay Districts) or a Special Flood Hazard Area identified by maps officially adopted by the County. o Flood Hazard, Geologic Hazard, and Historic Townsites: The Project is not located within the 1% Annual Chance Flood Hazard Area (Flood Zone A). Flood Zone A crosses over a section of the parcel on the northeast corner, but it is well o utside of the proposed Project Area. According to the Colorado Geological Survey, no geologic hazards were identified within the Project Area. The Weld (970) 425-3175 I I N FO©a CLOU DBPEAKEN EPGY.COM I CLOU DBPEAKEN EPGY.COM CLOUDBREAK PAGE7 County property portal's Historic Townsite layer showed no presence of historic sites within the Project Area. o Airport: The Project is located within the Airport Overlay District. This District has unique height limitations as well as unique use restrictions. The use restrictions in Section 23-5-40 of the Weld County Code are defined as follows: "Notwithstanding any other provisions of this Division, no USE may be made of land or water within any zone established by this Division in such a manner as to create electrical interference with navigational signals or radio communication between the GREELEY-WELD COUNTY AIRPORT and aircraft, make it difficult for pilots to distinguish between GREELEY-WELD COUNTY AIRPORT lights and others, result in glare in the eyes of pilots using the GREELEY-WELD COUNTY AIRPORT, impair visibility in the vicinity of the GREELEY-WELD COUNTY AIRPORT, create bird strike hazards or otherwise in any way endanger or interfere with the landing, takeoff or maneuvering of aircraft intending to use the GREELEY-WELD COUNTY AIRPORT." As detailed below, the Project complies with these use restrictions as well as the height limitations: i. Electrical Interference - According to "Electro-Magnetic Interference from Solar Photovoltaic Arrays" published by the U.S. Department of the Navy, "The Federal Aviation Admiration (FAA) has indicated that EMI from PV installations is low risk. PV systems equipment such as step-up transformers and electrical cables are not sources of electromagnetic interference because of their low -frequency (60 Hz) of operation and PV panels themselves do not emit EMI. The only component of a PV array that may be capable of emitting EMI is the inverter. Inverters, however, produce extremely low frequency EMI similar to electrical appliances and at a distance of 150 feet from the inverters the EM field is at or below background levels." ii. Lights - The Project will not include any lighting, therefore there will be no effect in distinguishing Greeley -Weld County Airport lights and others. iii. Glare - CBEP Solar 2, LLC performed a glare analysis for the Project which is included within the application package. The Project will follow all FAA regulations and utilize mitigation measures proposed by the study. iv. Visibility - The Project will not impair visibility. v. Bird Strikes and Other Hazards: The Project will not create bird strike hazards or otherwise in any way endanger or interfere with the landing, takeoff or maneuvering of aircraft intending to use the Greeley -Weld County Airport. There will be no lights on the array nor anything else that would attract birds to (970) 425-3175 I I N FO©a C LO U D B FR EAK E N E PGY.CO M I C LO U D B P EAK E N E PGY.CO M CLOUDBREAK PAGE 8 the project area. vi. Height Limitations: Upon review of the Greeley -Weld County Airport Master Plan's Airport Layout Plan drawings, the parcel containing the Project Area was identified as a part of the Transitional Zone as well as the Horizontal Zone. The Project abides by the Airport Zone height limitations of both the Transitional Zone and the Horizontal Zone outlined in Sec. 25-5-30. 27. Detail known State or Federal permits required for your proposed use(s) and the status of each permit. Provide a copy of any application or permit. o There are no Federal permits required for the Project. o There are two State permits that may be required - the Colorado Department of Public Health and Environment Construction Stormwater Discharge Permit and the Colorado Department of Public Health and Environment Air Permit. No applications for State permits have been submitted. (970) 425-3175 I INFO©aCLOUDBFREAKENEPGY.COM I CLOUDBPEAKENEPGY.COM CLOUDBREAK CBEP SOLAR 20, LLC PO BOX 1255 STERLING, CO 80751 (970) 425-3175 INFO c©CLOUDBREAKENERGY.COM DATE: April 25, 2023 PROJECT: Darling Ranch Solar Project SUBJECT: Environmental Health Questionnaire 1. Discuss the existing and proposed potable water source. If utilizing a drinking water well, include either the well permit or well permit application that was submitted to the State Division of Water Resources. If utilizing a public water tap, include a letter from the Water District, a tap or meter number, or a copy of the water bill.: o The Project area does not have an existing potable water source. There is no proposed potable water source for the Project. Bottled water will be provided for the construction team. Any water used for dust mitigation will be brought to the property from an external source. 2. Discuss the existing and proposed sewage disposal system. What type of sewage disposal system is on the property? If utilizing an existing on -site wastewater treatment system, provide the on -site wastewater treatment permit number. (If there is no on -site wastewater treatment permit due to the age of the existing on -site wastewater treatment system, apply for a on -site wastewater treatment permit through the Department of Public Health and Environment prior to submitting this application.) If a new on -site wastewater treatment system will be installed, please state "a new on -site wastewater treatment system is proposed." (Only propose portable toilets if the use is consistent with the Department of Public Health and Environment's portable toilet p olicy.) o There is no existing on -site sewage disposal system. The operation of the Project is not anticipated to require a sewage disposal system. CBEP Solar 20, LLC or its contractors will provide portable toilets during construction. 3. If storage or warehousing is proposed, what type of items will be stored: o The Project will include up to two 10' x 40' storage containers that will store parts, tools, and equipment on site during construction and operations. 4. Describe where and how storage and/or stockpile of wastes, chemicals, and/or petroleum will occur on this site: o During construction wastes will be stored in appropriate waste receptacles such as dumpsters. CBEP Solar 20, LLC and its contractors will hire a waste management provider to regularly remove wastes associated with construction of the Project from the receptacles and bring the waste to an approved landfill (970) 425-3175 I I N FO©a CLOU DBREAKEN ERGY.COM I CLOUDBREAKENERGY.COM ERGY.COM CLOUDBREAK PAGE2 or disposal site. Maintenance contractors will properly dispose of any wastes generated during operation of the Project by bringing the wastes to an approved landfill or disposal site. During construction, up to 1,000 gallons of fuel will be stored on -site in appropriate containers. No fuel will be stored on site for operations. No other chemicals are anticipated to be stored during construction or operation of the Project. 5. If there will be fuel storage on site, indicate the gallons and the secondary containment. State the number of tanks and gallons per tank: o Up to 1,000 gallons of fuel are anticipated to be stored on one site at one time during construction. Storage of fuel will follow applicable secondary containment requirements, as applicable. There will not be fuel storage during operation of the Project. 6. If there will be washing of vehicles or equipment on site, indicate how the wash water will be contained: o There will not be vehicle washing/equipment on site during the construction and operation of the Project. 7. If there will be floor drains, indicate how the fluids will be contained: o None of the facilities constructed for the Project will contain floor drains or require wastewater treatment. 8. Indicate if there will be any air emissions (e.g. painting, oil storage, etc.): o Traffic volume, primarily in the form of passenger vehicles, would increase in and around the Project area during construction. The increased traffic would temporarily increase odors and exhaust from vehicle emissions. Odors are anticipated from the operation of heavy machinery during grading, pile driving, and other installation activities at specific time periods throughout construction. Impacts from odors during Project operation would be minimal, likely restricted to emissions from the vehicles of maintenance personnel. 9. Provide a design and operations plan if applicable (e.g. composting, landfills, etc.): o A design and operations plan is not applicable to the Project. 10. Provide a nuisance management plan if applicable (e.g. dairies, feedlots, etc.): o A nuisance management plan is not applicable to the Project. 11. Additional information may be requested depending on type of land use requested: o If any additional information is required, please don't hesitate to contact Zach Brammeratzach@cloudbreakenergy.com- (970) 425-3175. (970) 425-3175 I INFO©aCLOUDB!REAKENEPGY.COM I CLOUDBPEAKENEPGY.COM CLOUDBREAK CBEP SOLAR 20, LLC PO BOX 1255 STERLING, CO 80751 (970) 425-3175 INFO c©CLOUDBREAKENERGY.COM DATE: April 25, 2023 PROJECT: Darling Ranch Solar Project SUBJECT: Development Review Questionnaire 1. Describe the access location and applicable use types (i.e., agricultural, residential, commercial/industrial, and/or oil and gas) of all existing and proposed accesses to the parcel. Include the approximate distance each access is (or will be if proposed) from an intersecting county road. State that no existing access is present or that no new access is proposed, if applicable: o The proposed Project parcel has 3 existing accesses. - Access 1, the proposed access for the Darling Ranch Solar Project, is located on the southern side of the parcel on County Road 66, approximately 2,370 feet to the east of County Road 47 and 2,810 feet to the west of County Road 49. This existing Residential, Agricultural, and Oil and Gas access will also serve as the Project access. - Access 2 is located on the southern side of the parcel on County Road 66, approximately 1,480 feet to the east of County Road 47 and 3,765 feet to the west of County Road 49. This is an existing residential and agricultural access. Access 3 is located on the western side of the parcel, passing through the adjacent parcel to the west and connecting to County Road 66, approximately 2,610 feet to the north of County Road 66 and 2,640 feet to the south of County Road 68/CO-392. This is an existing Agricultural, and Oil and Gas access. 2. Describe any anticipated change(s) to an existing access, if applicable: o No access will be relocated, but the Project access will be improved for the project. 3. Describe in detail any existing or proposed access gate including its location: o There will be a 7 -foot tall perimeter fence around the Project. The access gate will be located on the western side of the Project area. 4. Describe the location of all existing accesses on adjacent parcels and on parcels located on the opposite side of the road. Include the approximate distance each access is from an intersecting county road: (970) 425-3175 I INFO©aCLOUDBREAKENERGY.COM I CLOUDBREAKENERGY.COM CLOUDBREAK PAGE 2 o There are 7 parcels adjacent to the Project parcel. o The Parcel to the north of the Project parcel has 8 accesses. - Access 1 is located on the western side of the parcel on County Road 47, approximately 2,680 feet north of County Road 66 and 2,525 feet south of County Road 68/CO-392. - Access 2 is located on the western side of the parcel on County Road 47, approximately 3,700 feet north of County Road 66 and 1,570 feet south of County Road 68/CO-392. - Access 3 is located on the western side of the parcel on County Road 47, approximately 4,380 feet north of County Road 66 and 840 feet south of County Road 68/CO-392. - Access 4 is located on the western side of the parcel on County Road 47, approximately 4,535 feet north of County Road 66 and 715 feet south of County Road 68/CO-392. - Access 5 is located on the western side of the parcel on County Road 47, approximately 4,800 feet north of County Road 66 and 475 feet south of County Road 68/CO-392. - Access 6 is located on the western side of the parcel on County Road 47, approximately 4,955 feet north of County Road 66 and 220 feet south of County Road 68/CO-392. - Access 7 is located on the northern side of the parcel on County Road 68/CO-392, approximately 1,265 feet to the east of County Road 47 and 3,985 feet to the west of County Road 49. - Access 8 is located on the northern side of the parcel on County Road 68/CO-392, approximately 2,590 feet east of County Road 47 and 2,665 feet west of County Road 49. There are 2 parcels to the east of the Parcel. o The northern parcel to the east of the Project parcel has 2 accesses. - Access 1 is located on the eastern side of the parcel on County Road 49, approximately 2,625 feet north of County Road 66 and 2,660 feet south of County Road 68/CO-392. - Access 2 is located on the eastern side of the parcel on County Road 49, approximately 1,610 feet north of County Road 66 and 3,660 feet south of County Road 68/CO-392. o The southern parcel to the east of the project parcel has 2 accesses. - Access 1 is located on the eastern side of the parcel on County Road 49, approximately 595 feet north of County Road 66 and 4,690 feet south of County Road 68/CO-392. (970) 425-3175 I INFO©aCLOUDBFREAKENEPGY.COM I CLOUDBPEAKENEPGY.COM CLOUDBREAK PAGE 3 - Access 2 is located on the southern side of the parcel on County Road 66, approximately 3,940 feet to the east of County Road 47 and 1,305 feet to the west of County Road 49. There are 3 parcels across County Road 66 to the south. Below, these have been numbered southern parcel 1-3 going from east to west. o Southern Parcel 1 has 4 accesses. - Access 1 is located on the northern side of the parcel on County Road 66, approximately 2,595 feet to the east of County Road 47 and 2,585 feet to the west of County Road 49. - Access 2 is located on the northern side of the parcel on County Road 66, approximately 1,750 feet to the east of County Road 47 and 3,405 feet to the west of County Road 49. This access passes through Southern parcel 2 and connects with County Road 66. - Access 3 is located on the northern side of the parcel on County Road 66, approximately 1,260 feet to the east of County Road 47 and 3,880 feet to the west of County Road 49. This access passes through Southern parcel 3 and connects with County Road 66. - Access 4 is located on the western side of the parcel on County Road 47, approximately 2,620 feet south of County Road 66 and 2,550 feet north of County Road 64. This access runs through the adjacent parcel to the west and connects with County Road 47. o Southern parcel 2 has 1 access located on the northern side of the parcel on County Road 66, approximately 1,790 feet to the east of County Road 47 and 3,370 feet to the west of County Road 49. o Southern parcel 3 has 2 accesses. - Access 1 is located on the northern side of the parcel on County Road 66, approximately 1,750 feet to the east of County Road 47 and 3,405 feet to the west of County Road 49. Southern Parcel 1 appears to share this access. - Access 2 is located on the northern side of the parcel on County Road 66, approximately 1,260 feet east of County Road 47 and 3,880 feet west of County Road 49. Southern parcel 1 appears to share this access. o The parcel to the west of the Project parcel has 4 accesses. - Access 1 is located on the western side of the parcel on County Road 47, approximately 295 feet north of County Road 66 and 4,995 feet south of County Road 68/CO-392. (970) 425-3175 I INFO©aCLOUDBFREAKENEPGY.COM I CLOUDBPEAKENEPGY.COM CLOUDBREAK PAGE 4 - Access 2 is located on the western side of the parcel on County Road 47, approximately 705 feet north of County Road 66 and 4,570 feet south of County Road 68/CO-392. - Access 3 is located on the western side of the parcel on County Road 47, approximately 1,340 feet north of County Road 66 and 3,940 feet south of County Road 68/CO-392. - Access 4 is located on the western side of the parcel on County Road 47, approximately 2,610 feet north of County Road 66 and 2,665 feet south of County Road 68/CO-392. 5. Describe any difficulties seeing oncoming traffic from an existing access and any anticipated difficulties seeing oncoming traffic from a proposed access: o The proposed access should not have any difficulties seeing oncoming traffic. 6. Describe any horizontal curve (using terms like mild curve, sharp curve, reverse curvet etc.) in the vicinity of an existing or proposed access: o The proposed access does not have any horizontal curves in the vicinity. 7. Describe the topography (using terms like flat, slight hills, steep hills, etc.) of the road in the vicinity of an existing or proposed access: o The topography of the road in the vicinity of the proposed access is flat. (970) 425-3175 I INFO©aCLOUDB!REAKENEPGY.COM I CLOUDBPEAKENEPGY.COM FOR COMMERCIAL OR INDUSTRIAL BUILDINGS, PLEASE COMPLETE THE FOLLOWING INFORMATION: Business Name: Address: Business Owner: Home Address: CBEP Solar 20, LLC PO Box 1255 Cloudbreak Energy Partners, LLC PO Box 1255 Phone: City, state, zip: Phone: City, state, zip: List up to three persons in the order to be called in the event of an emergency: NAME Zachary Brammer TITLE COO PHONE (970) 425-3175 (970) 425-3175 Sterling, CO 80751 (970) 425-3175 Sterling, CO 80751 ADDRESS PO Box 1255, Sterling, CO 80751 Becca Gallery Partner (970) 573-6440 PO Box 1255, Sterling, CO 80751 James Cleland CEO (970) 425-3175 PO Box 1255, Sterling, CO 80751 Business Hours: 8-5 UTILITY SHUT OFF LOCATIONS: Main Electrical: Gas Shut Off: Depicted on USR Map Days: M -F N/A Exterior Water Shutoff: N/A Interior Water Shutoff: N/A 07/22 12 CLOUDBREAK CBEP SOLAR 20, LLC PO BOX 1255 STERLING, CO 80751 (970) 425-3175 INFO c©CLOUDBREAKENERGY.COM DATE: April 25, 2023 PROJECT: Darling Ranch Solar Project SUBJECT: Alternatives Statement Cloudbreak Energy Partners performed a rigorous search for ideal solar project locations across the State of Colorado. This search included hundreds, if not thousands, of properties within Weld County. The Wake LLLP's property was chosen due to several factors including, but not limited to: • Close proximity to high quality Xcel Energy distribution infrastructure that has the capacity for a project of this size • Close proximity to Xcel Energy's Cloverly substation • Outside of floodplains and wetlands • Relatively flat • No geotechnical constraints • Landowner participation • Limited disturbance to nearby properties and property owners Alternatives to the Wake LLLP's property were thoroughly evaluated but were ultimately dismissed due to at least one of the above factors. The proposed Project presents the most viable design and location with the least adverse impacts of all the alternatives. (970) 425-3175 I INFO©aCLOUDBREAKENERGY.COM I CLOUDBREAKENERGY.COM CLOUDBREAK CBEP SOLAR 20, LLC PO BOX 1255 STERLING, CO 80751 (970) 425-3175 INFO c©CLOUDBREAKENERGY.COM DATE: April 25, 2023 PROJECT: Darling Ranch Solar Project SUBJECT: Development Standards Statement 1. Height limitation. Ground -mounted solar collectors shall not exceed twenty-five (25) feet in height, measured from the highest grade below each solar panel to the highest extent of the solar panel rotation.: o The ground -mounted solar collectors will not exceed 25' in height, as measured from the highest grade below each solar panel to the highest extent of the solar panel rotation. 2. Glare. Concentrated solar glare from solar collectors shall not be directed toward or onto nearby properties or roadways at any time of the day: o A glare study for the Project is included in the application materials. The risk of glare being directed toward or onto nearby properties or roadways will be mitigated with screening as described in the Landscape and Screening Plan. 3. Setbacks. The improved area shall conform to the setback requirements of the underlying zone. Additionally, the improved area must be at least five hundred (500) feet from existing residential buildings and residential lots of a platted subdivision or planned unit development. The residential setback requirement may be reduced if appropriate screening through landscape or an opaque fence is installed, or upon submittal to Weld County of a waiver or informed consent signed by the residence owner agreeing to the lesser setback. If landscaping or opaque fencing is substituted for setback, a landsca Ding plan or fencing plan shall first be submitted to and approved by the Department of Planning Services: o The Project conforms to the setback requirements of the Agricultural zone and will be seeking wiavers for neighbors within 500 feet of the project or using a screening around the project near residences. 4. Dust mitigation. The operators of the SEF shall continuously employ the practices for control of fugitive dust detailed in their dust mitigation plan submitted as required by Subsection B.2., above: o The Project will continuously employ the practices for control of fugitive dust detailed in the submitted Dust Mitigation Plan. (970) 425-3175 I I N FO©a CLOU DBREAKEN ERGY.COM I CLOUDBREAKENERGY.COM ERGY.COM CLOUDBREAK PAGE 2 5. Underground cables. All electrical cables on the improved area shall be buried, except for direct current string wires that connect between solar collectors, direct current collection circuits between rows of solar arrays that are no more than four (4) feet above grade crossings, substations, switchyards, and circuit voltages greater than 34.5 kilovolts (where necessary): a All electrical cables on the improved area shall be buried, except for direct current string wires that connect between solar collectors, direct current collection circuits between rows of solar arrays that are no more than four (4) feet above grade crossings, substations, switchyards, and circuit voltages greater than 34.5 kilovolts (where necessary). 6. Fencing. The SEF shall be enclosed with a security fence as approved pursuant t0 a fencing plan submitted to the Department of Planning Services. Appropriate signage shall be placed upon such fencing that warns the public of the high voltage therein: a The Project will be enclosed by a 7 -foot tall game fence. Additional details are provided in the Landscape and Screening Plan as well as the USR Map. 7. Stormwater management. The Operator of the SEF shall submit a drainage report to comply with required Storm Drainage Criteria pursuant to Chapter 8, Article XI of this Code. Additional requirements for Municipal Separate Storm Sewer System (MS4) areas may be applicable pursuant to Chapter 8, Article IX of this Code. Ground -mounted solar collector systems shall be exempt from impervious surface calculations if the soil under the collectors is designated hydrologic A or B soil groups by the Natural Resources Conservation Service (NRCS): o A drainage report has been submitted as part of the Project's application. 8. Access permit. Prior to construction of the SEF, the applicant shall apply for and obtain an approved Access Permit from the Weld County Department of Public Works, pursuant to the provisions of Article XIV of Chapter 8 of this Code: a Prior to construction of the Project, CBEP Solar 20, LLC or its contractors shall apply for and obtain an approved Access Permit from the Weld County Department of Public Works pursuant to the provisions of Article XIV of Chapter 8 of this Code. 9. Existing irrigation systems. The nature and location or expansion of the SEF must not unreasonably interfere with any irrigation systems on or adjacent to the solar facility. a The Project will not interfere with any irrigation systems on or adjacent to the solar facility. (970) 425-3175 I INFO©aCLOUDB!REAKENEPGY.COM I CLOUDBPEAKENEPGY.COM i TRC January 9, 2023 Brandon Marette Energy Liaison and Land Use Coordinator Colorado Parks and Wildlife Northeast Region Office 6060 Broadway Denver, CO 80216 123 N. College Ave., Ste. 370 T 970.484.3263 Fort Collins, CO 80524 TRCcorimpanies.corn Sent via email to: brandon.marette@state.co.us RE: Cloudbreak Energy Partners, LLC — Darling Ranch Solar Project Review and Request for Concurrence Mr. Marette, Cloudbreak Energy Partners, LLC (Cloudbreak) is seeking assistance with identifying developmental constraints for the Darling Ranch Solar Project (Project, Project Area), a proposed solar photovoltaic energy development. The Project Area occupies approximately 56.8 acres located northeast of the juncture between County Road 66 and County Road 47; approximately 4.5 miles east of the unincorporated community of Lucerne in Weld County, Colorado (Township 6N Range 65W Section 24). Figure 1 illustrates the location of the Project. TRC completed a Project -specific desktop analysis to identify critical development issues. The following biological resources were identified within the Project Area: • The Project Area consists entirely of land classified as cultivated crops. • TRC conducted a wetland and waterbody analysis of the Project Area using U.S. Geological Survey National Hydrography Dataset and U.S. Fish and Wildlife Service National Wetlands Inventory desktop data. No wetlands or waterbodies were identified within the 56.8 -acre Project Area. The Project Area does not sit within a Federal Emergency Management Agency floodplain. • The Colorado Parks and Wildlife (CPW) Threatened and Endangered Species List includes 31 state -listed threatened and endangered species including one amphibian species, eight bird species, 14 fish species, and eight mammal species. According to CPW Species Activity Maps and High Priority Habitats GIS data, the Project Area is within the breeding range of the burrowing owl and overall range of Preble's meadow jumping mouse (Figure 2). Based on an assessment of each species' habitat requirements, range, and distribution, it is unlikely potentially suitable habitat for any state listed threatened or endangered species other than the burrowing owl is present within the Project Area. • According to data from the CPW Wildlife Species Map Application, the Project Area lies within known bald eagle winter range, but not within any winter concentration or winter foraging areas (Figure 2). Darling Reservoir, which sits approximately 0.5 miles west of the Project Area, is designated as bald eagle winter forage and winter concentration range. No bald eagle nests have been identified within three miles of the Project Area. The Project Area is also within the golden eagle breeding range. Although foraging habitat may be present, the Project Area lacks any nesting substrate (cliffs or large trees) to support breeding golden eagles. Brandon Marette January 9, 2023 Page 2 of 2 • The Project Area is within mule deer overall range. The Project Area sits approximately 0.8 miles from mule deer winter range and severe winter range to the east (Figure 2). The Project Area is not within or near a mule deer winter concentration, or a migration corridor. TRC, on behalf of Cloudbreak, requests CPW's review and concurrence of the state -listed species findings. Cloudbreak will coordinate with CPW to develop applicable avoidance and minimization measures, where required. If species -specific surveys are recommended, please provide the preferred survey methodology. Project -specific shapefiles have been provided to assist in your review. If you have any questions regarding this request, please contact me at (970) 214-3338 and plorenz@trccompanies.com. Thankyou in advanceforyourpromptresponsetothis request. Sincerely, Patti Lorenz Senior Environmental Specialist 5 titi-• rilage Ben Hall Biologist Enclosures: Figure 1 (Project Overview); Shapefiles Figure 2 (CPW High Priority Habitat Overview); Shapefiles cc: Zach Brammer (Cloudbreak) Alec Shobe (Cloudbreak) Jamie Schlangen (TRC) OORDINATE SYSTEM: NAD 1983 2011 STATEPLANE COLORADO NORTH F/PS 0501 FT US: MAP ROTATION: U r?4RLINGRANCH FIGURE` L O 2 BY' BLEE ON 1/6/2023, 14:44:39 PM: FILE PATH: T! 1 -PR CJt.=r T SFP1516149 DARLINGP4NCH\2-APRX\PARLINGRANCI-f .•PRX. O.R1tN • TE SYSTEM: N' 1983 2 11 ST1TEPL' N C.LOR•DO N.RTH r1'S 11501 FT L1 S; MAP ROTITION: (J LAYOUT NAME DARLINGRANCH FIGURE2 SIiWSW:lainlilitaWIMAI. l • • • • J SITE BOUNDARY BALD EAGLE ACTIVE NEST SITE HPHC MULE DEER SEVERE WINTER RANGE HPHD BALD EAGLE ACTIVE NEST SITE HPHE1 BALD EAGLE ROOST SITE HPHE1 BASE MAP: GOOGLE SATELLITE (2021) DATA SOURCES: TRC, COLORADO PARKS AND WILDLIFE FILE: PROJECT: CLOUDBREAK ENERGY PARTNERS DARLING RANCH SOLAR SITE WELD COUNTY, COLORADO TITLE: CPW HIGH PRIORITY HABITAT OVERVIEW PROJ. NO.: 516149 FIGURE 2 "MC 1526 COLE BOULEVARD BUILDING 3, SUITE 150 LAKEWOOD, CO 80401 PHONE: 303.792.0122 DARLINGRANCH CLOUDBREAK CBEP SOLAR 20, LLC PO BOX 1255 STERLING, CO 80751 (970) 425-3175 INFO c©CLOUDBREAKENERGY.COM DATE: April 25, 2023 PROJECT: Darling Ranch Solar Project SUBJECT: Decommissioning Plan Approach CBEP Solar 20, LLC has developed this decommissioning plan for the Darling Ranch Solar Project, to be implemented after the contracted lease term has ended. CBEP Solar 20, LLC, the owner of the 6.77 MW AC Solar Energy Facility (SEF) will be responsible for the decommissioning. Decommissioning of the Project will include removal of all above and below -ground infrastructure, including the arrays, inverter structures, concrete foundations and pads, and electrical infrastructure. All fences, graveled areas and access roads shall be removed unless landowner agreement to retain is presented, in writing, in which the property owner agrees for this to remain. The property shall be restored to a condition reasonably similar to its condition prior to development of the 6.77 MW AC SEE Grading and re -vegetation will comply with all applicable rules and regulations. Exclusions from the decommissioning plan include planting trees, removing internal site roads, and re -grading to previous conditions. All non -utility owned equipment, conduits, structures, fencing, and foundations to a depth of at least 3' below grade shall be removed. Decommissioning activities will follow the CDOT best management practices (BMPs) for erosion and sediment control and stormwater management that are applied during project construction, or any new BMPs relevant at the time. CBEP Solar 20, LLC will decommission the Project once the contracted lease term is over, if the lease term is not extended or renewed. Decommissioning may also be initiated if the project is no longer viable, or in the case of a force majeure event (described below). CBEP Solar 20, LLC will provide notice to Weld County prior to commencement of decommissioning the Project. Estimated Timeline and Cost Decommissioning/reclamation shall commence within 12 months after power production has permanently ceased and be completed within 12 months from the start date of the decommissioning/reclamation work. Decommissioning/reclamation cost estimates, which shall be updated every five years from the establishment and submittal of the Security, shall include all costs associated with the dismantlement, recycling, and safe disposal of facility components and site reclamation activities, including the following elements: (970) 425-3175 I I N FO©a CLOU DBREAKEN ERGY.COM I CLOUDBREAKENERGY.COM ERGY.COM CLOUDBREAK PAGE 2 • All labor, equipment, transportation, and disposal costs associated with the removal all facility components from the facility site • All costs associated with full reclamation of the facility site, including removal of non-native soils, fences, and constructed access roads • All costs associated with reclamation of any primary agricultural soils at the facility site to ensure each area of direct impact shall be materially similar to the condition it was before construction • All decommissioning/reclamation activity management, site supervision, and site safety costs • All other costs, including administration costs, associated with the decommissioning and reclamation of the facility site • The established date of submission of the financial assurance mechanism to Weld County Prior to construction, CBEP Solar 20, LLC will provide the County with an irrevocable standby letter of credit, bond, or alternate form of financial assurance mechanism in an amount sufficient to fund the estimated decommissioning costs required by the Code. The Security shall: • Name the Board of County Commissioners of Weld County as the sole beneficiary of the letter of credit • Be issued by an A -rated financial institution based upon a rating provided by S&P, Moody's, Fitch, AM Best, or other rating agency with similar credentials • Include an automatic extension provision or "evergreen clause" • Be "bankruptcy remote", meaning the financial assurance mechanism will be unaffected by the bankruptcy of the SEF operator Weld County, in its sole discretion, may approve alternative forms of a financial assurance mechanism such as, but not limited to bonds, letters of credit, or other securities, if it finds that such alternative forms will provide an assurance of the availability of financial resources for decommissioning/reclamation that equals or exceeds that provided by the form required herein. Furthermore, Weld County shall have the right to draw upon the irrevocable standby letter of credit, or other form of financial assurance mechanism, to pay for decommissioning in the event that the holder has not commenced decommissioning/reclamation activities within 90 days of the Board of County Commissioners order or resolution directing decommissioning/reclamation. Continued Beneficial Use If prior to decommissioning the Project, the landowner determines that any of the Project components can be beneficially used on the land after disassembly, such items would be (970) 425-3175 I INFO©aCLOUDB!REAKENEPGY.COM I CLOUDBF EAKENElRGY.COM CLOUDBREAK PAGE 3 exempt from the requirements for decommissioning. If a third party acquires the Project or a portion of the Project, such third party would be responsible for providing evidence of a plan of continued beneficial use for their relevant Project components. Force Majeure An exception to these requirements will be allowed for a force majeure event, which is defined as any event or circumstance that wholly or partly prevents or delays the performance of any material obligation arising under the Project permits, but only t0 the extent: • Such event is not within the reasonable control, directly or indirectly, of CBEP Solar 20, LLC (including without limitation events such as fire, earthquake, flood, tornado, hurricane, acts of God and natural disasters; war, civil strife or other similar violence); • CBEP Solar 20, LLC has taken all reasonable precautions and measures to prevent or avoid such event or mitigate the effect of such event on CBEP Solar 20, LLC's ability to perform its obligations under the Project permits and which, by the exercise of due diligence, it has been unable to overcome; and • Such event is not the direct or indirect result of the fault or negligence of CBEP Solar 20, LLC. In the event of a force majeure event, which results in the absence of electrical generation by the Project for 12 months, CBEP Solar 20, LLC must demonstrate to Weld County by the end of the 12 months of non -operation that the Project will be substantially operational and producing electricity within 24 months of the force majeure event. If such a demonstration is not made to Weld County's satisfaction, then decommissioning of the Project must be initiated 18 months after the force majeure event. (970) 425-3175 I INFO©aCLOUDBFREAKENEPGY.COM I CLOUDBPEAKENEPGY.COM CLOUDBREAK CBEP SOLAR 20, LLC PO BOX 1255 STERLING, CO 80751 (970) 425-3175 INFO c©CLOUDBREAKENERGY.COM DATE: April 25, 2023 PROJECT: Darling Ranch Solar Project SUBJECT: Dust Abatement Plan The purpose and intent of this Dust Abatement Plan is to ensure that the Project complies with applicable state and federal air quality standards. The Environmental Protection Agency (EPA) sets forth the National Ambient Air Quality Standards (NAAQs) pursuant to the Clean Air Act. Air quality impacts associated with construction projects generally arise from fugitive dust generation during the operation of heavy equipment. Colorado administers the NAAQS through issuance of the Air Pollutant Emission Notice (APEN). The Project will not exceed the NAAQS and will follow best management practices to ensure that the production of dust will be controlled by the regular application of water to the Project. The Project will obtain an APEN permit prior to construction. Minimal dust is expected to be generated during construction and operations due to the planned use of dust suppression best management practices and soil stabilization following construction and throughout operations. During construction, CBEP Solar 20, LLC and its contractors will control dust by applying water to disturbed soils and soil piles to control fugitive dust from blowing and impairing air quality. Once the construction phase is completed, the site will be visited 1-2 times per year for routine maintenance and as needed for emergency maintenance. Disturbed areas not covered with gravel as part of the Project design will be reseeded with native seed to revegetate disturbed areas and hold soil in place, minimizing fugitive dust impacts during operations. CBEP Solar 20, LLC would employ native revegetation methods or chemical control methods for infestations of weeds during regular maintenance if necessary. (970) 425-3175 I I N FO©a CLOU DBREAKEN ERGY.COM I CLOUDBREAKENERGY.COM ERGY.COM CLOUDBREAK CBEP SOLAR 20, LLC PO BOX 1255 STERLING, CO 80751 (970) 425-3175 INFO c©CLOUDBREAKENERGY.COM DATE: April 25, 2023 PROJECT: Darling Ranch Solar Project SUBJECT: Dust and Weed Mitigation Plan Dust Control: • Minimal dust is expected to be generated during construction and operations due to the planned use of dust suppression best management practices and soil stabilization following construction and throughout operations. During construction, CBEP Solar 20, LLC and its contractors will control dust by applying water to disturbed soils and soil piles to control fugitive dust from blowing and impairing air quality. • During the operations of the Project, the land under and around the Project will be seeded with a native grass seed mixture, which will mitigate dust. Weed Control: • The site will be inspected annually by CBEP Solar 20, LLC or its contractors for the presence of invasive species. Minor presences will be managed by cutting and pulling in a manner to not disburse or promote spreading of weed seeds. If a major presence occurs, mowing and the potential application of herbicides will be deployed. Herbicide selection may vary depending on the time of year, the life cycle of the noxious weed species. (970) 425-3175 I I N FO©a CLOU DBREAKEN ERGY.COM I CLOUDBREAKENERGY.COM ERGY.COM CLOUDBREAK DATE: April 25, 2023 PROJECT: Darling Ranch Solar Project SUBJECT: Landscape and Screening Plan CBEP SOLAR 20, LLC PO BOX 1255 STERLING, CO 80751 (970) 425-3175 INFO©CLOD DBREAKEN ERGY.COM There is currently no landscaping on the Project's site. The Project will be surrounded by a 7 -foot tall game fence. Rocky Mountain Junipers will be planted along the outside of the fence line on the southeastern corner of the project to provide natural screening for nearby residences. Example photos as well as a map depicting the proposed location for tree placement are provided below. Please refer to sheet C-402 of the USR Map for additional detail on the proposed security fence. CBEP Solar 20, LLC plans to work with Pawnee Buttes/Greencover to create a unique diversified seed mixture to be seeded within the Project Area and will utilize sheep grazing to maintain the land. EXAMPLE PHOTOS: (970) 425-3175 I INFO©CLOUDBREAKENERGY.COM I CLOUDBREAKENERGY.COM CLOUDBREAK CBEP SOLAR 20, LLC PO BOX 1255 STERLING, CO 80751 (970) 425-3175 INFO©CLOD DBREAKEN ERGY.COM DATE: April 24, 2023 PROJECT: Darling Ranch Solar Project SUBJECT: Manure Management Plan CBEP Solar 20, LLC is proposing to construct and operate the Darling Ranch Solar Project in unincorporated Weld County, Colorado. The Project includes the construction of 6.77 Megawatts (MW) of solar electric generation on a portion of an 81.2448 -acre parcel. In addition to the solar array, the Project site will continue to contribute to the agricultural economy of Weld County by using the pasture land underneath the solar array for sheep, mini cows, and chicken grazing. This Manure Management Plan describes CBEP Solar 20, LLC's plan to maintain and minimize the impacts of the manure on the Project parcel and neighboring community. Background: CBEP Solar 20, LLC intends to partner with local agricultural partners that will be grazing no more than 500 total sheep, mini cows, and/or chickens on the Darling Ranch Solar Project site for periods during the grazing season. The Darling Ranch Solar Project is one of many fields the animals will rotate between. Manure Load Management: Through rotational grazing and harrowing, the manure load will be evenly distributed across the parcel and have minimal impact on the neighboring community. Rotational Grazing: The agricultural partners will section off portions of the Project and graze the herd in the subsections, rotating the animals to new subsections regularly. The agricultural partners will also rotate the herd between several Cloudbreak solar projects to manage the manure load and forage materials on the land. This will make the overall manure load very manageable and reduce the impact to surrounding properties. The herd will not stay permanently at the Darling Ranch Solar Project. The Project site will not serve as a feedlot for animals. Harrowing: If necessary, a harrowing machine will be used on the Darling Ranch Solar Project site to spread out and break up the manure once the animals move on to the next subsection or pasture. This machine will disturb the topsoil to help break down and bury the manure. Composting: If the manure load ever becomes problematic, CBEP Solar 20, LLC will physically remove the manure and compost it offsite. (970) 425-3175 I INFO©CLOUDBREAKENERGY.COM I CLOUDBREAKENERGY.COM <i TRC Noise Study Report January 2023 I Darling Ranch Solar Project Prepared For: Cloudbreak Energy Partners, LLC 4845 Pearl East Circle,Suite 118 Boulder, Colorado 80301 Prepared By: TRC Companies, Inc. 123 North College Avenue, Suite 370 Fort Collins, Colorado 80524 i TRC Noise Study Darling Ranch Solar Project Weld County, Colorado NOISE STUDY Cloudbreak Energy Partners, LLC (Cloudbreak) is proposing to construct and operate the Darling Ranch Solar Project (Project) in unincorporated Weld County, Colorado. The Project includes construction of up to 10 direct current (DC) Megawatts (MW) of solar electric generation on a 56.9 -acre parcel. The purpose of this noise study was to determine the level of noise impact from the Project at nearby residences and to e nsure that the Project complies with state and county regulations. The level of impact has been determined based on The State of Colorado Noise Law and WCC Chapter 14 Article 9 (Noise). Fundamentals of Noise Noise can be defined as unwanted sound. When a noise is distinctly louder than the ambient noise e nvironment and reaches a certain level, it can disrupt normal activities. The magnitude of noise or the deviation from the ambient noise level is usually described by sound pressure. The magnitude of noise is u sually described by a ratio of its sound pressure to a reference sound pressure, which is usually 20 micro - Pascals. A logarithmic scale is used to relate sound pressure to a common reference pressure, yielding the sound pressure level (SPL). SPL is measured in dimensionless units of decibels (dB) and are modified by frequency response of human hearing or weighting. The commonly accepted limits of human hearing to detect sound are between the threshold of hearing at 0 dB and the threshold of pain at 140 dB. Sound frequencies are represented in units of Hertz (Hz), which correspond to the number of vibrations per second of a given tone. Sound occurs over a wide range of frequencies. Three weightings have been established for measuring sound pressure: A, B, and C. The commonly accepted audible frequency is between 20 Hz and 20,000 Hz, and human hearing is most sensitive to the frequencies between 1,000 Hz and 6,000 Hz. The A -weighted scale is adjusted to frequencies most sensitive to human ears. Sound levels that are measured using the A -weighted scale are often expressed as dB(A). All noise levels in this noise impact analysis report will be expressed in dB(A). A key concept in evaluating potential noise impacts is the perceived effect of incremental increases in existing noise levels. Changes in dB(A) are exponential; therefore, an increase of 3 dB(A) is barely perceptible, an increase of 5 dB(A) is readily perceptible, and a 10 dB(A) increase would be perceived by someone to be a doubling of the noise level (loudness). Existing Noise Environment: The subject site is located northeast of the intersection of County Road 47 and County Road 66 in an unincorporated area of Weld County, Colorado. The Project Area sits adjacent to an existing oil and gas industrial area to the northeast, as well as agricultural fields to the north, east, and west. Residential properties are located south and southeast of the Project. The applicable setbacks from adjacent property lines and roadways will be required, and much of the existing vegetation (if present) within the setbacks will be retained. Existing noise sources at the site occur mainly from infrequent vehicular traffic 1 i TRC Noise Study Darling Ranch Solar Project Weld County, Colorado traveling on nearby roadways. The oil and gas operation just north of the Project Area is expected to generate some level of noise as well. State of Colorado Noise Law Colorado Revised Statutes 25-12-103: Maximum Permissible Noise Levels. 1. Every activity to which this article is applicable shall be conducted in a manner so that any noise produced is not objectionable due to intermittence, beat frequency, or shrillness. Sound levels of noise radiating from a property line at a distance of twenty-five feet or more there from in excess of the dB(A) established for the following time periods and zones shall constitute prima facie evidence that such noise is a public nuisance (Table 1). 2. In the hours between 7:00 a.m. and the next 7:00 p.m., the noise levels permitted in subsection (1) of this section may be increased by ten dB(A) for a period of not to exceed fifteen minutes in any one -hour period. 3. Periodic, impulsive, or shrill noises shall be considered a public nuisance when such noises are at a sound level of five dB(A) less than those listed in subsection (1) of this section. 4. Construction projects shall be subject to the maximum permissible noise levels specified for industrial zones for the period within which construction is to be completed pursuant to any applicable construction permit issued by proper authority or, if no time limitation is imposed, for a reasonable period of time for completion of project. Table 1. State of Colorado Maximum Allowable Noise Sound Pressure Levels for Specified Premises Zone 7am to next 7pm 7pm to next 7am Residential 55 dB(A) 50 dB(A) Commercial 60 dB(A) 55 dB(A) Light Industrial 70 dB(A) 65 dB(A) Industrial 80 dB(A) 75 dB(A) Weld County Code Noise Ordinance Weld County Code (WCC) 14-9-40: Maximum Permissible Noise Levels A. Sound levels shall be measured as provided for in Section 14-9-50. B. Sound levels are hereby established for each type of property during specific hours of the day. Any sound level which exceeds the level set for a type of property at any time of day is prohibited (Table 2). 2 i TRC Noise Study Darling Ranch Solar Project Weld County, Colorado C. Between the hours of 9:00 p.m. and 7:00 a.m., the noise levels set forth in Table 2 may be exceeded by up to ten (10) decibels for up to fifteen (15) minutes in a one -hour period. Table 2. Weld County Maximum Permissible Noise Levels Land Use 7am to 9pm 9pm to 7am Residential property or Commercial Area 55 dB(A) 50 dB(A) Industrial area or Construction activities 80 dB(A) 75 dB(A) Non -specified areas 55 dB(A) 50 dB(A) D. Vehicles operating in the public right-of-way are subject to the following maximum noise levels (Table 3) Table 3. Maximum Vehicular Sound Levels Vehicle Class (GVWR) Maximum 35 mph noise or less in Speed zone Limit Maximum noise over 35 mph in Speed zone Limit Over 10,000 lbs. 86 dB(A) 90 dB(A) Any other vehicle 80 dB(A) 84 dB(A) Weld County Code Exceptions Weld County Code (WCC) 14-9-60: Exceptions. The provisions of the Weld County Code do not apply to the following: N. Any noise produced at a construction site. Project Noise Construction Construction noise represents a shod -term (temporary) impact on ambient noise levels. Temporary noise impacts during construction would occur during daylight hours while construction equipment is being operated including, but not limited to, passenger vehicles, earthmoving equipment, concrete mixers, water trucks, and semi-tractor/trailer trucks. The spatial distribution of construction noise emissions would vary during the day and depend upon the type of activity. Construction traffic will generate noise along the haul route. This noise would be temporary during commuting hours and when supplies are delivered over the course of construction. Operations Sources of noise during operation would only include temporary vehicle noise from maintenance personnel access and typical noise emissions from the solar array, inverters (which convert electricity from AC -to -DC, and DC -to -AC), transformers (which "step up" and "step down" the system voltage), and overhead 3 i TRC Noise Study Darling Ranch Solar Project Weld County, Colorado transmission. Project facilities that emit sound during operation include inverters. Noise emission from inverters depends on the inverter model and number of inverters, which will be determined based on detailed engineering to be completed during final design and approval of the site, but typical emissions from industrial photovoltaic (PV) inverters and associated supporting equipment utilized in previous solar projects within the region range from 48 to 72 dB(A) at a distance of 10 feet (Tech Environmental 2012). Within the 48 to 72 dB(A) range, inverter sound levels are generally indistinguishable from background noise levels at a distance of 150 feet from the inverter (Tech Environmental 2012). Typical equipment that is expected to be utilized for this Project includes Module Model LONGi LR4-72NHD-435M or similar and Inverter Model CPS SCH125KTL-DO/US-600 or similar. For comparison, a gas lawnmower can produce around 90 dB(A), a vacuum cleaner around 70 dB(A), and a dishwasher in the next room around 50 dB(A) (FAA 2022). Based on the typical sound levels from Project operation and the distance to the boundary, the Project will adhere to Weld County and State of Colorado permissible noise levels. Conclusion The purpose of this noise study was to determine the level of noise impact the Project will produce and ensure that the Project will comply with state and county regulations. The level of noise impact from the Project has been determined based on the Weld County noise regulations as well as the state of Colorado Noise Law. Based on typical solar energy facility equipment, it is expected that the noise levels from Project facilities will comply with the Weld County Noise Ordinance and state statute requirements. References Federal Aviation Administration (FAA). 2022. Fundamentals of Noise and Sound. Available https://www.faa.gov/regulations_policies/policy_ guidance/noise/basics/. Accessed March 23, 2022. Tech Environmental, Inc. 2012. Study of Acoustic and EMF Levels from Solar Photovoltaic Projects. Prepared by Tech Environmental, Inc., Waltham, MA. Prepared for Massachusetts Clean Energy Center, Boston, MA. December 2012. 4 CLOUDBREAK CBEP SOLAR 20, LLC PO BOX 1255 STERLING, CO 80751 (970) 425-3175 INFO c©CLOUDBREAKENERGY.COM DATE: April 25, 2023 PROJECT: Darling Ranch Solar Project SUBJECT: Sewage Disposal Documentation No sewage disposal will be required for the operation of the Project. CBEP Solar 20, LLC or its contractor will provide portable toilets during construction. (970) 425-3175 I I N FO©a CLOU DBREAKEN ERGY.COM I CLOUDBREAKENERGY.COM ERGY.COM 'TRC Stormwater Drainage Study CL©UDBREAK ENERGY PARTNERS Date: To: From: Project: Subject: 4/20/2023 Cloudbreak Energy Allyson Williamson, TRC Companies 700 Highlander Blvd., Suite 210, Arlington, TX 76015 Darling Ranch Solar Project On -Site Drainage Study PRELIMINARY FOR INTERIM REVIEW ONLY. NOT FOR PERMITTING, BIDDING, NOR CONSTRUCTION. Prepared by or under the Direct Supervision of: Allyson Williamson, P.E. 60360 "4/20/2023" Cloudbreak Energy is pursuing the development of the Darling Ranch Project, a photovoltaic energy generation facility at a 60.5 -acre site located approximately 5.5 miles northeast of Greeley, Colorado, alongside Co Rd 47 with access from Co Rd 66 (See Appendix A -Site Plans C-301 & C-302). The existing site is currently used for agricultural purposes with approximately 1% slopes. This drainage study was prepared to summarize findings from performing a hydrologic analysis of the project site to identify the potential stormwater impact from the proposed solar project and develop appropriate drainage best management practices (BMPs) to address the impact. This drainage study was prepared to comply with the requirements from Weld County Engineering and Construction Criteria (WCECC) Manual, updated January 2021. Proposed Project The proposed solar project will consist of pole mounted photovoltaic (PV) arrays. Ground disturbance under the panels will be minimal; thus, the existing perviousness of the soil will be maintained under the solar cells allowing infiltration. Rainfall runoff from the panels will not be concentrated and flow under the pole mounted PV panels matching the pre -development flow patterns. Additional improvements associated with this project are limited to gravel drives for vehicle access and concrete pads for distribution transforms (see Appendix A — Site Plans C-301 & C- 302). No public access or utility infrastructure improvements are anticipated at this time. Site Drainage Currently, the existing site does not have any regional retention or water quality features. The soils in the area mainly consist of hydrologic soil group (HSG) C soils given by the Natural Resources Conservation Service (NRCS — Appendix B). Two drainage basins labeled as Drainage Area A & Drainage Area B have been identified for the project site and they are approximately 50.00 acres & 10.50 acres respectively. Any offsite flows appear to follow the existing ditches and are not expected to affect the project site. See Appendix A for the drainage area maps and details. A hydrologic analysis was prepared using the Rational Method based upon requirements from WCECC Manual. The analysis provided estimated peak flow rates for the 100 -year storm under 1 Stormwater Drainage Study both pre- and post -development conditions. The design rainfall depth for a 1 -hour, 100 -year storm is 2.71 inches based upon NOAA Atlas 14: Precipitation -Frequency Atlas. The Rational Method equation shown below was used to determine the peak flow rates from Drainage Area A. Existing conditions were determined to be "Greenbelt, Agriculture" which correlates to a 2% impervious value according to Table 5-2, Weld County Engineering and Construction Criteria. In Table 5-5, based off the soil type and impervious percentage, the runoff calculation was 0.5100 for Drainage Areas A & B. Proposed conditions were determined to be the weighted average of "Greenbelt, Agriculture" (2% impervious), "Solar Facilities C Soils" (25% impervious), "Packed Gravel" (40% impervious), and "Paved" (100% impervious). Using the same process as before, the runoff coefficient was weighted to be 0.5679 for Drainage Area A and 0.5185 for Drainage Area B. The drainage area imperviousness and resulting peak flow rates from pre -and post - development conditions are summarized below. See Appendix C for the runoff coefficient calculations. Q I Q=C*I*A Where: Runoff flow rate in cubic feet per second (cfs) - Rainfall Intensity in inches per hour (in/hr) A —Area of the basin in acres (ac) Pre -development Runoff Calculation Parameters Drainage Weighted Runoff Rainfall Area, A (ac) Intensity, Area Coefficient, C (in/hr) A 50.00 0.5100 5.29 B 10.50 0.5100 6.45 Post -development Runoff Calculation Parameters Drainage Area Area, A (ac) Weighted Coefficient, Runoff C Intensity, Rainfall (in/hr) I % Added area ac/total (impervious Impervious ac) A 50.00 0.5679 5.29 2% B 10.50 0.5185 6.45 0% 100 -year Runoff Calculation Results Drainage Area development Peak (cfs) Pre Flow - Rate Post Peak -development (cfs) I Rate DIFFERENCE (CFS) A 134.91 148.14 13.23 B 34.54 35.12 0.58 2 Stormwater Drainage Study Based upon the above results, the increase of impervious area would produce little increase (approximately 10.0%) in the peak flow rate. Because of this, a detention basin facility will not be proposed. Instead, 2 grass swales will be introduced, one on the east project site boundary and the other on the north project site boundary, to dissipate energy and attenuate any potential flow increase from gravel roads and concrete pads. Erosion Control/Stormwater Management Plan Erosion control features such as silt fences and a grass swale (also mentioned above) will be installed on the site prior to construction activities. Such measures will be included in the erosion control plan and detail sheets within the final construction documents. Grass swale sizing calculations are summarized in Appendix D. Conclusion The drainage study and attached drainage maps were produced in accordance with requirements from Weld County Engineering and Construction Criteria Manual, updated January 2021. The existing stormwater flow characteristics are expected to remain unchanged and increases in peak flow rates have been proven to be negligible. A basin type of stormwater detention would not be necessary. Improvements proposed with the project site are limited to a gravel paved drive and two small concrete distribution transformer pads. No public access or utility infrastructure improvements are anticipated at this time. The proposed development will not alter historic drainage patterns and adjacent and downstream property owners. 3 Stormwater Drainage Study References 1. Weld County, Weld County Engineering and Construction Criteria Manual, January 2021. 2. Web Soil Survey, Natural Resources Conservation Service, United States Department of Agriculture. Online at: http://websoilsurvey.nrcs.usda.gov, accessed December 2021. 3. NOAA Atlas 14, Volume 11, Version 2. ESRI Maps. USGS. Sanja Perica, Sandra Pavlovic, Michael St. Laurent, Carl Trypaluk, Dale Unruh, Orlan Wilhite. Appendices A. Site Plans C-301 & C-302 5-7 B. NRCS Soil Layer Map 8-12 C. Rational Method Calculations 13-17 D. Grass Swale Calculations 18-20 4 Stormwater Drainage Study Appendix A: SITE PLANS C-301 & C-302 5 Stormwater Drainage Study Appendix B: NRCS SOIL LAYER MAP 6 40° 28' 13" N 40° 27' 52" N 0 4 8 ti 0 4 104° 37'0"W 532500 532500 104° 37'0"W 532580 532580 Hydrologic Soil Group —Weld County, Colorado, Southern Part (DA -Aline) 532660 I 532740 532660 532740 532820 I 531900 532820 Map Scale: 1:3,170 if printed on A portrait (8.5" x 11") sheet. Meters 0 45 90 180 270 Feet 0 150 300 600 900 Map projection: Web Mercator Corner coordinates: WGS84 Edge tics: UTM Zone 13N WGS84 532900 104° 36' 39" W 532980 I 40° 28' 13" N 4 F- 4 4 40° 27' 52" N 532980 104° 36' 39" W Natural Resources Web Soil Survey as Conservation Service National Cooperative Soil Survey 1/4/2023 Page 1 of 4 Hydrologic Soil Group —Weld County, Colorado, Southern Part (DA -Aline) MAP LEGEND Area of Interest (AO!) Area of Interest (A01) ) Soils Soil Rating Polygons A A/D B B/D C C/D D Not rated or not available Soil Rating Lines 0 0 A A/D B B/D C C/D D Not rated or not available Soil Rating Points II O O O A A/D B B/D MAP INFORMATION C The soil surveys that comprise your AOI were mapped at 1:24,000. C/D D Not rated or not available Water Features Streams and Canals Transportation Rails Interstate Highways US Routes Major Roads Local Roads Background ,; Aerial Photography Warning: Soil Map may not be valid at this scale. Enlargement of maps beyond the scale of mapping can cause misunderstanding of the detail of mapping and accuracy of soil line placement. The maps do not show the small areas of contrasting soils that could have been shown at a more detailed scale. Please rely on the bar scale on each map sheet for map measurements. Source of Map: Natural Resources Conservation Service Web Soil Survey URL: Coordinate System: Web Mercator (EPSG:3857) Maps from the Web Soil Survey are based on the Web Mercator projection, which preserves direction and shape but distorts distance and area. A projection that preserves area, such as the Albers equal-area conic projection, should be used if more accurate calculations of distance or area are required. This product is generated from the USDA-NRCS certified data as of the version date(s) listed below. Soil Survey Area: Weld County, Colorado, Southern Part Survey Area Data: Version 21, Sep 1, 2022 Soil map units are labeled (as space allows) for map scales 1:50,000 or larger. Date(s) aerial images were photographed: Jun 8, 2021 Jun 12, 2021 The orthophoto or other base map on which the soil lines were compiled and digitized probably differs from the background imagery displayed on these maps. As a result, some minor shifting of map unit boundaries may be evident. ,b Natural Resources lain Conservation Service Web Soil Survey National Cooperative Soil Survey 1/4/2023 Page 2 of 4 Hydrologic Soil Group —Weld County, Colorado, Southern Part DA-A_Iine Hydrologic Soil Group Map unit symbol Map unit name Rating Acres in AOI Percent of AOI 19 Colombo 1 clay percent slopes loam, 0 to C 48.2 96.4% 41 Nunn clay loam, percent slopes 0 to 1 C 1.8 3.6% Totals for Area of Interest 50.0 100.0% Description Hydrologic soil groups are based on estimates of runoff potential. Soils are assigned to one of four groups according to the rate of water infiltration when the soils are not protected by vegetation, are thoroughly wet, and receive precipitation from long -duration storms. The soils in the United States are assigned to four groups (A, B, C, and D) and three dual classes (A/D, B/D, and C/D). The groups are defined as follows: Group A. Soils having a high infiltration rate (low runoff potential) when thoroughly wet. These consist mainly of deep, well drained to excessively drained sands or gravelly sands. These soils have a high rate of water transmission. Group B. Soils having a moderate infiltration rate when thoroughly wet. These consist chiefly of moderately deep or deep, moderately well drained or well drained soils that have moderately fine texture to moderately coarse texture. These soils have a moderate rate of water transmission. Group C. Soils having a slow infiltration rate when thoroughly wet. These consist chiefly of soils having a layer that impedes the downward movement of water or soils of moderately fine texture or fine texture. These soils have a slow rate of water transmission. Group D. Soils having a very slow infiltration rate (high runoff potential) when thoroughly wet. These consist chiefly of clays that have a high shrink -swell potential, soils that have a high water table, soils that have a claypan or clay layer at or near the surface, and soils that are shallow over nearly impervious material. These soils have a very slow rate of water transmission. If a soil is assigned to a dual hydrologic group (A/D, B/D, or CID), the first letter is for drained areas and the second is for undrained areas. Only the soils that in their natural condition are in group D are assigned to dual classes. Rating Options Aggregation Method: Dominant Condition e Natural Resources Web Soil Survey Conservation Service National Cooperative Soil Survey 1/4/2023 Page 3of4 Hydrologic Soil Group —Weld County, Colorado, Southern Part DA-A_Iine Component Percent Cutoff: None Specified Tie -break Rule: Higher e Natural Resources Web Soil Survey Conservation Service National Cooperative Soil Survey 1/4/2023 Page 4of4 104° 37'0"W 532480 40° 28' 18" N 40° 28'6"N 0 00 ti ti 532520 Hydrologic Soil Group —Weld County, Colorado, Southern Part (DA-B_line) 532560 532600 532640 532680 532720 532760 1040 36' 48" W Soil Map may not be valid at this scale. �® J t • ve -air vet II OVA s • l 3 ry, -1"it rat - r' nl in( -,fa-1 att- L a 104° 37'0"W 532520 532560 532600 532640 532680 Map Scale: 1:1,860 if printed on A portrait (8.5" x 11") sheet. Meters 0 25 50 100 150 Feet 0 50 100 200 300 Map projection: Web Mercator Corner coordinates: WGS84 Edge tics: UTM Zone 13N WGS84 532720 532760 104° 36' 48" W 0 co a 1 ti 4 4 40° 28' 18" N 40° 28' 6" N Natural Resources Web Soil Survey Conservation Service National Cooperative Soil Survey 1/4/2023 Page 1 of 4 Hydrologic Soil Group —Weld County, Colorado, Southern Part (DA-B_line) MAP LEGEND Area of Interest (AO!) Area of Interest (A01) ) Soils Soil Rating Polygons A A/D B B/D C C/D D Not rated or not available Soil Rating Lines 0 0 A A/D B B/D C C/D D Not rated or not available Soil Rating Points II O O O A A/D B B/D MAP INFORMATION C The soil surveys that comprise your AOI were mapped at 1:24,000. C/D D Not rated or not available Water Features Streams and Canals Transportation Rails Interstate Highways US Routes Major Roads Local Roads Background ,; Aerial Photography Warning: Soil Map may not be valid at this scale. Enlargement of maps beyond the scale of mapping can cause misunderstanding of the detail of mapping and accuracy of soil line placement. The maps do not show the small areas of contrasting soils that could have been shown at a more detailed scale. Please rely on the bar scale on each map sheet for map measurements. Source of Map: Natural Resources Conservation Service Web Soil Survey URL: Coordinate System: Web Mercator (EPSG:3857) Maps from the Web Soil Survey are based on the Web Mercator projection, which preserves direction and shape but distorts distance and area. A projection that preserves area, such as the Albers equal-area conic projection, should be used if more accurate calculations of distance or area are required. This product is generated from the USDA-NRCS certified data as of the version date(s) listed below. Soil Survey Area: Weld County, Colorado, Southern Part Survey Area Data: Version 21, Sep 1, 2022 Soil map units are labeled (as space allows) for map scales 1:50,000 or larger. Date(s) aerial images were photographed: Jun 8, 2021 Jun 12, 2021 The orthophoto or other base map on which the soil lines were compiled and digitized probably differs from the background imagery displayed on these maps. As a result, some minor shifting of map unit boundaries may be evident. ,b Natural Resources lain Conservation Service Web Soil Survey National Cooperative Soil Survey 1/4/2023 Page 2 of 4 Hydrologic Soil Group —Weld County, Colorado, Southern Part DA-B_Iine Hydrologic Soil Group Map unit symbol Map unit name Rating Acres in AOI Percent of AOI 19 Colombo 1 clay percent slopes loam, 0 to C 10.5 100.0% Totals for Area of Interest 10.5 100.0% Description Hydrologic soil groups are based on estimates of runoff potential. Soils are assigned to one of four groups according to the rate of water infiltration when the soils are not protected by vegetation, are thoroughly wet, and receive precipitation from long -duration storms. The soils in the United States are assigned to four groups (A, B, C, and D) and three dual classes (A/D, BID, and C/D). The groups are defined as follows: Group A. Soils having a high infiltration rate (low runoff potential) when thoroughly wet. These consist mainly of deep, well drained to excessively drained sands or gravelly sands. These soils have a high rate of water transmission. Group B. Soils having a moderate infiltration rate when thoroughly wet. These consist chiefly of moderately deep or deep, moderately well drained or well drained soils that have moderately fine texture to moderately coarse texture. These soils have a moderate rate of water transmission. Group C. Soils having a slow infiltration rate when thoroughly wet. These consist chiefly of soils having a layer that impedes the downward movement of water or soils of moderately fine texture or fine texture. These soils have a slow rate of water transmission. Group D. Soils having a very slow infiltration rate (high runoff potential) when thoroughly wet. These consist chiefly of clays that have a high shrink -swell potential, soils that have a high water table, soils that have a claypan or clay layer at or near the surface, and soils that are shallow over nearly impervious material. These soils have a very slow rate of water transmission. If a soil is assigned to a dual hydrologic group (A/D, BID, or C/D), the first letter is for drained areas and the second is for undrained areas. Only the soils that in their natural condition are in group D are assigned to dual classes. Rating Options Aggregation Method: Dominant Condition Component Percent Cutoff: None Specified e Natural Resources Web Soil Survey Conservation Service National Cooperative Soil Survey 1/4/2023 Page 3 of 4 Hydrologic Soil Group —Weld County, Colorado, Southern Part DA-B_Iine Tie -break Rule: Higher e Natural Resources Web Soil Survey Conservation Service National Cooperative Soil Survey 1/4/2023 Page 4of4 Stormwater Drainage Study Appendix C: RATIONAL METHOD CALCULATIONS CALCULATION OF A PEAK RUNOFF USING RATIONAL METHOD Project Title: Catchment ID: Cloudbreak Darling Ranch - A EX I. Catchment Hydrologic Data Catchment ID = Area = Percent Imperviousness = NRCS Soil Type = A 50.00 2.00 C Acres ok A, B, C, or D II. Rainfall Information I (inch/hr) = Cl * P1 /(C2 + Td)AC3 Design Storm Return Period, Tr = O1 = C2= C3= P1= 100 28.50 10.00 0.786 2.71 years (input return period for design storm) (input the value of C1) (input the value of C2) (input the value of C3) inches (input one -hr precipitation --see Sheet "Design Info") III. Analysis of Flow Time (Time of Concentration) for a Catchment Runoff Coefficient, C = Overide Runoff Coefficient, C = 5-yr. Runoff Coefficient, C-5 = Overide 5-yr. Runoff Coefficient, C = k 0.51 0.51 0.16 Reach :3 (enter an overide C value if desired, or leave blank to accept calculated C.) (enter an overide C-5 value if desired, or leave blank to accept calculated C-5.) Illustration Reach 21 Reach 1 overland. LEGEND aBieginning, How Direction C atc hate at B o undary NRCS Land Type Conveyance Heavy Meadow 2.5 Tillage/ Field 5 Short Pasture/ Lawns 7 Nearly Bare Ground 10 Grassed Swales/ Waterways 15 Paved Areas & Shallow Paved Swales (Sheet Flow) 20 Calculations: Reach ID Overland Slope S ft/ft input Length L ft input 5-yr Runoff Coeff C-5 output NRCS Convey- ance input Flow Velocity V fps output Flow Time Tf minutes output 0.0050 500 0.16 N/A 0.18 47.54 1 0.0050 1,352 2 3 4 5 Sum 1,852 IV. Peak Runoff Prediction Rainfall Intensity at Computed Tc, I = Rainfall Intensity at Regional Tc, I = Rainfall Intensity at User -Defined Tc, I = 178 5.29 5.29 5.00 0.35 63.73 Computed Tc = Regional Tc = User -Entered Tc = inch/hr Peak Flowrate, Qp = inch/hr Peak Flowrate, Qp = inch/hr Peak Flowrate, Qp = Calculated values for Tc & Qp are based on overide values entered for C & C-5. 111.28 20.29 20.29 45.34 134.91 134.91 cfs cfs cfs Darling Ranch_ RATIONAL_CALCS_Area A EX 100 Yrs.xls, Tc and PeakQ 2/1/2023, 1:10 PM Area -Weighting for Runoff Coefficient Calculation Project Title: Catchment ID: Cloudbreak Darling Ranch - A EX Illustration Instructions: For each catchment subarea, enter values for A and C. Subarea Area Runoff Product ID acres Coeff. A C* CA input input input output Soil C 50.00 I 0.51 25.50 I I sum: 5 50.00 sum: 2 25.50 Area -Weighted Runoff Coefficient (sum CA/sum A) = 0.5100 rEr : Flow Direction Cate of By *See sheet "Design Info" for inperviousness-based runoff coefficient values. Darling Ranch_ RATIONAL _CALCS_Area A EX 100 Yrs.xls, Weighted C 2/1/2023, 1:10 PM CALCULATION OF A PEAK RUNOFF USING RATIONAL METHOD Project Title: Catchment ID: Cloudbreak Darling Ranch - B EX I. Catchment Hydrologic Data Catchment ID = Area = Percent Imperviousness = NRCS Soil Type = B 10.50 2.00 C Acres ok A, B, C, or D II. Rainfall Information I (inch/hr) = Cl * P1 /(C2 + Td)AC3 Design Storm Return Period, Tr = 01 = C2= C3= P1= 100 28.50 10.00 0.786 2.71 years (input return period for design storm) (input the value of C1) (input the value of C2) (input the value of C3) inches (input one -hr precipitation --see Sheet "Design Info") III. Analysis of Flow Time (Time of Concentration) for a Catchment Runoff Coefficient, C = Overide Runoff Coefficient, C = 5-yr. Runoff Coefficient, C-5 = Overide 5-yr. Runoff Coefficient, C = k 0.51 0.51 0.16 Reach :3 (enter an overide C value if desired, or leave blank to accept calculated C.) (enter an overide C-5 value if desired, or leave blank to accept calculated C-5.) Illustration Reach 21 Reach 1 overland. LEGEND aBieginning, How Direction C atc hate at B o undary NRCS Land Type Conveyance Heavy Meadow 2.5 Tillage/ Field 5 Short Pasture/ Lawns 7 Nearly Bare Ground 10 Grassed Swales/ Waterways 15 Paved Areas & Shallow Paved Swales (Sheet Flow) 20 Calculations: Reach ID Overland Slope S ft/ft input Length L ft input 5-yr Runoff Coeff C-5 output NRCS Convey- ance input Flow Velocity V fps output Flow Time Tf minutes output 0.0070 500 0.16 N/A 0.20 42.55 1 0.0060 138 2 3 4 5 Sum 638 IV. Peak Runoff Prediction Rainfall Intensity at Computed Tc, I = Rainfall Intensity at Regional Tc, I = Rainfall Intensity at User -Defined Tc, I = 3.15 6.45 6.45 5.00 0.39 5.94 Computed Tc = Regional Tc = User -Entered Tc = inch/hr Peak Flowrate, Qp = inch/hr Peak Flowrate, Qp = inch/hr Peak Flowrate, Qp = Calculated values for Tc & Qp are based on overide values entered for C & C-5. 48.48 13.54 13.54 16.89 34.54 34.54 cfs cfs cfs Darling Ranch_ RATIONAL_CALCS_Area B EX 100 Yrs.xls, Tc and PeakQ 2/1/2023, 1:13 PM Area -Weighting for Runoff Coefficient Calculation Project Title: Catchment ID: Cloudbreak Darling Ranch - B EX Illustration Instructions: For each catchment subarea, enter values for A and C. Subarea Area Runoff Product ID acres Coeff. A C* CA input input input output Soil C 10.50 I 0.51 5.36 I I Sum: 1 10.50 sum: 5.36 Area -Weighted Runoff Coefficient (sum CA/sum A) = 0.5100 LET : Flow Direction. C at clam ent Botm r *See sheet "Design Info" for inperviousness-based runoff coefficient values. Darling Ranch_ RATIONAL _CALCS_Area B EX 100 Yrs.xls, Weighted C 2/1/2023, 1:13 PM CALCULATION OF A PEAK RUNOFF USING RATIONAL METHOD Project Title: Catchment ID: Cloudbreak Darling Ranch - A PR I. Catchment Hydrologic Data Catchment ID = Area = Percent Imperviousness = NRCS Soil Type = A 50.00 25.00 C II. Rainfall Information Design Storm Return Period, Tr = 01 = C2= C3= P1= Acres ok A, B, C, or D I (inch/hr) = Cl * P1 /(C2 + Td)AC3 100 28.50 10.00 0.786 2.71 years (input return period for design storm) (input the value of C1) (input the value of C2) (input the value of C3) inches (input one -hr precipitation --see Sheet "Design Info") III. Analysis of Flow Time (Time of Concentration) for a Catchment Runoff Coefficient, C = Overide Runoff Coefficient, C = 5-yr. Runoff Coefficient, C-5 = Overide 5-yr. Runoff Coefficient, C = 0.56 0.56 0.28 Reach -3 (enter an overide C value if desired, or leave blank to accept calculated C.) (enter an overide C-5 value if desired, or leave blank to accept calculated C-5.) Illustration Reach 2� ' r Reach 1 _------- otreriand flow a LEGEND O Beginning FlaLtir Dire(' do n Cate hate nt B aund ry NRCS Land Type Conveyance Heavy Meadow 2.5 Tillage/ Field 5 Short Pasture/ Lawns 7 Nearly Bare Ground 10 Grassed Swales/ Waterways 15 Paved Areas & Shallow Paved Swales (Sheet Flow) 20 Calculations: Reach ID Overland Slope S ft/ft input Length L ft input 5-yr Runoff Coeff C-5 output NRCS Convey- ance input Flow Velocity V fps output Flow Time Tf minutes output 0.0050 500 0.28 N/A 0.20 41.47 1 0.0050 1,352 2 3 4 5 Sum 1,852 IV. Peak Runoff Prediction Rainfall Intensity at Computed Tc, I = Rainfall Intensity at Regional Tc, I = Rainfall Intensity at User -Defined Tc, I = 1.31 5.29 5.29 2.50 0.18 127.47 Computed Tc = Regional Tc = User -Entered Tc = inch/hr Peak Flowrate, Qp = inch/hr Peak Flowrate, Qp = inch/hr Peak Flowrate, Qp = Calculated values for Tc & Qp are based on overide values entered for C & C-5. 168.94 20.29 20.29 36.67 148.14 148.14 cfs cfs cfs Darling Ranch_RATIONAL_CALCS_Area A PR 100 Yrs.xls, Tc and PeakQ 2/1/2023, 1:11 PM Area -Weighting for Runoff Coefficient Calculation Project Title: Catchment ID: Cloudbreak Darling Ranch - A PR Illustration LE GEND : Flow D it ecti on Catdun et B oundary Instructions: For each catchment subarea, enter values for A and C. Subarea I Area I Runoff I Product ID acres Coeff. A C* CA input input input output Soil C 49.01 0.56 27.45 Gravel Roads 0.98 0.96 0.94 Concrete Pads 0.01 0.96 0.01 Sum: 50.00 Sum: 28.40 Area -Weighted Runoff Coefficient (sum CA/sum A) = 0.5679 *See sheet "Design Info" for inperviousness-based runoff coefficient values. Darling Ranch_ RATIONAL_CALCS_Area A PR 100 Yrs.xls, Weighted C 2/1/2023, 1:11 PM CALCULATION OF A PEAK RUNOFF USING RATIONAL METHOD Project Title: Catchment ID: Cloudbreak Darling Ranch - B PR I. Catchment Hydrologic Data Catchment ID = B Area = Percent Imperviousness = NRCS Soil Type = 10.50 Acres 25.00 C A, B, C, or D II. Rainfall Information I (inch/hr) = Cl * P1 /(C2 + Td)AC3 Design Storm Return Period, Tr = 01= C2= C3= P1= 100 years 28.50 10.00 0.786 2.71 inches (input return period for design storm) (input the value of C1) (input the value of C2) (input the value of C3) (input one -hr precipitation --see Sheet "Design Info") III. Analysis of Flow Time (Time of Concentration) for a Catchment Runoff Coefficient, C = Overide Runoff Coefficient, C = 5-yr. Runoff Coefficient, C-5 = Overide 5-yr. Runoff Coefficient, C = 0.56 0.52 (enter an overide C value if desired, or leave blank to accept calculated C.) 0.28 Reach :3 (enter an overide C-5 value if desired, or leave blank to accept calculated C-5.) Illustration Reach 2 . overland Reach 1 flow LEGEND a Beginning Flow Direction Catchment Boundary NRCS Land Type Conveyance Heavy Meadow 2.5 Tillage/ Field 5 Short Pasture/ Lawns 7 Nearly Bare Ground 10 Grassed Swales/ Waterways 15 Paved Areas & Shallow Paved Swales (Sheet Flow) 20 Calculations: Reach ID Overland Slope S ft/ft input Length L ft input 5-yr Runoff Coeff C-5 output NRCS Convey- ance input Flow Velocity V fps output Flow Time Tf minutes output 0.0070 500 0.28 N/A 0.22 37.11 1 0.0060 138 2 3 4 5 Sum 638 IV. Peak Runoff Prediction Rainfall Intensity at Computed Tc, I = Rainfall Intensity at Regional Tc, I = 2.50 0.19 11.88 Computed Tc = Regional Tc = User -Entered Tc = 3.13 inch/hr Peak Flowrate, Qp = 6.45 inch/hr Peak Flowrate, Qp = Rainfall Intensity at User -Defined Tc, I = 6.45 inch/hr Peak Flowrate, Qp = Calculated values for Tc & Qp are based on overide values entered for C & C-5. 48.99 13.54 13.54 17.06 cfs 35.12 cfs 35.12 cfs Darling Ranch_ RATIONAL_CALCS_Area B PR 100 Yrs.xls, Tc and PeakQ 4/20/2023, 10:15 AM Area -Weighting for Runoff Coefficient Calculation Project Title: Catchment ID: Cloudbreak Darling Ranch - B PR Illustration Instructions: For each catchment subarea, enter values for A and C. Subarea Area Runoff Product ID acres Coeff. A C* CA input input input output Soil C 8.72 0.51 4.45 Solar, HSG C 1.78 0.56 1.00 Sum: 10.50 Sum: 5.44 Area -Weighted Runoff Coefficient (sum CA/sum A) = 0.5185 LE GENTD : Flow Direction Catebment Bar *See sheet "Design Info" for inperviousness-based runoff coefficient values. 6/6/22, 11:49 AM Precipitation Frequency Data Server NOAA Atlas 14, Volume 8, Version 2 Location name: Greeley, Colorado, USA* Latitude: 40.3795°, Longitude: -104.6227° Elevation: 4642.53 ft** * source: ESRI Maps ** source: USGS POINT PRECIPITATION FREQUENCY ESTIMATES Sanja Perica, Deborah Martin, Sandra Pavlovic, Ishani Roy, Michael St. Laurent, Carl Trypaluk, Dale Unruh, Michael Yekta, Geoffery Bonnin NOAA, National Weather Service, Silver Spring, Maryland PF tabular I PF graphical I Maps & aerials PF tabular AMS-based point precipitation frequency estimates with 90% confidence intervals (in inches)1 Duration 5 -min 10 -min 15 -min 30 -min 60 -min 2 -hr 3 -hr Annual exceedance probability (1/years) 1/2 0.268 (0.221-0.328) 0.392 (0.323-0.480) 0.478 (0.394-0.585) 0.642 (0.529-0.786) 0.791 (0.653-0.969) 0.940 (0.781-1.14) 6 -hr 12 -hr 24 -hr 1.02 (0.854-1.24) 1.18 (0.992-1.42) 1.39 (1.17-1.65) 1.64 (1.40-1.94) 1.89 2 -day (1.63-2.22) 3 -day 4 -day 7 -day 10 -day 20 -day 30 -day 45 -day 60 -day 2.06 (1.78-2.40) 2.19 (1.89-2.54) 2.50 (2.17-2.88) 2.76 (2.41-3.17) 3.51 (3.09-3.99) 4.12 (3.64-4.66) 4.86 (4.31-5.47) 5.47 (4.87-6.14) 1/25 0.378 0.476 (0.310-0.464) (0.388-0.589) 0.553 (0.454-0.679) 1 0.674 (0.554-0.828) 0.904 (0.742-1.11) 1.10 (0.903-1.35) 1.30 (1.07-1.58) 1.39 1.16-1.69) 1.62 (1.36-1.95) 1.91 (1.61-2.28) 2.20 (1.87-2.60) 0.698 (0.569-0.862) 0.851 (0.694-1.05) 1.14 (0.931-1.41) 1.39 (1.13-1.72) 1.64 (1.35-2.01) 1/50 0.628 0.758 (0.498-0.831) (0.580-1.01) 0.919 (0.728-1.22) 1.12 (0.888-1.49) 1.51 (1.20-2.00) 1.85 (1.47-2.47) 2.19 (1.77-2.92) 1.76 (1.45-2.15) 2.04 (1.69-2.47) 2.37 (1.98-2.84) 2.69 (2.26-3.19) 2.53 (2.16-2.97) 3.06 (2.60-3.60) 2.37 1.92-3.14) 2.70 (2.20-3.53) 3.06 (2.49-3.91) 3.41 (2.79-4.29) 3.81 (3.13-4.72) 2.70 3.23 3.99 (2.32-3.15) (2.76-3.79) (3.29-4.92) 2.84 (2.45-3.31) 3.25 (2.82-3.76) 3.38 (2.89-3.96) i 3.60 (3.13-4.14) 4.49 (3.93-5.12) 5.21 (4.58-5.91) 6.13 (5.42-6.92) 6.93 (6.15-7.80) 3.84 (3.31-4.46) 4.24 (3.66-4.90) 5.21 (4.54-5.97) 6.01 (5.25-6.85) 7.05 (6.19-7.99) 7.97 (7.03-9.01) 4.15 (3.43-5.09) 4.66 3.85-5.62) 5.09 4.22-6.08) 6.15 (5.12-7.25) 7.03 5.88-8.23) 8.20 (6.89-9.54) 9.26 (7.80-10.7) 1.11 (0.849-1.49) 1.35 1.04-1.81) 1.82 (1.40-2.44) 2.26 (1.73-3.04) 2.69 (2.09-3.60) 2.91 2.27-3.88) 3.29 (2.58-4.33) 3.66 (2.88-4.73) 4.01 (3.18-5.12) 4.43 (3.53-5.57) 4.61 (3.70-5.77) 4.78 (3.84-5.94) 5.29 (4.27-6.50 5.73 (4.64-6.98) 6.84 (5.57-8.22) 7.77 (6.36-9.27) 9.03 (7.42-10.7) 10.2 (8.39-12.0) 1/100 0.902 (0.659-1.24) 1.32 (0.965-1.82) 1.61 (1.18-2.22) 2.17 1.59-2.99) 2.71 (1.99-3.75) 1/200 1.06 (0.734-1.51) 1.55 (1.08-2.21) 1.89 (1.31-2.69) 2.56 (1.77-3.64) 3.22 (2.23-4.59) 1/500 1.29 (0.850-1.89) 1.89 (1.24-2.77) 2.30 (1.52-3.38) 3.11 (2.05-4.57) 3.96 (2.62-5.83) 3.25 I 3.88 4.81 (2.40-4.47) i (2.72-5.50) i (3.21-7.01) 3.53 (2.63-4.83) 3.95 (2.96-5.34) 4.23 (2.99-5.97) 4.31 (3.24-5.72) 4.67 (3.55-6.13) 5.08 (3.88-6.57) 4.69 (3.34-6.53) 5.01 (3.59-6.88) 5.39 (3.89-7.30) 5.78 (4.20-7.71) 5.28 (4.05-6.78) 5.44 (4.19-6.96) 5.98 4.37-7.93) 5.27 3.54-7.65) 5.77 (3.91-8.28) 6.04 (4.12-8.54) 6.41 (4.42-8.95) 6.75 (4.69-9.30) 6.96 (4.87-9.53) 5.95 (4.61-7.51) 6.38 (4.96-8.00) 7.52 (5.89-9.29) 6.14 (4.51-8.11) 6.62 (4.89-8.63) 7.04 (5.22-9.10) 8.18 (6.11-10.4) 8.49 (6.68-10.4) 9.82 (7.77-12.0) 11.0 (8.76-13.4) 9.19 (6.91-11.6) 10.6 I (7.99-13.3) 11.8 (8.98-14.8) 7.12 5.00-9.71) 7.54 (5.33-10.1) 7.91 (5.61-10.6) 9.04 (6.47-11.9) 10.1 (7.26-13.2) 11.5 (8.34-15.0) 12.8 (9.32-16.6) 1/1000 1.48 (0.937-2.18) 2.16 (1.37-3.19) 2.64 (1.67-3.89) 3.57 (2.27-5.27) 4.58 (2.90-6.76) 5.58 (3.58-8.16) 6.14 3.96-8.92) 6.67 (4.34-9.60) 6.88 (4.53-9.79) 7.24 (4.81-10.2) 7.53 (5.06-10.5) 7.75 (5.24-10.7) 7.91 (5.37-10.9) 8.25 (5.65-11.3) 8.57 (5.91-11.7) 9.67 (6.74-13.0) 10.7 (7.52-14.4) 12.2 (8.60-16.2) 13.5 (9.58-17.9) Precipitation frequency (PF) estimates in this table are based on frequency analysis of annual maxima series (AMS). Numbers in parenthesis are PF estimates at lower and upper bounds of the 90% confidence interval. The probability that precipitation frequency estimates (for a given duration and annual exceedance probability) will be greater than the upper bound (or less than the lower bound) is 5%. Estimates at upper bounds are not checked against probable maximum precipitation (PMP) estimates and may be higher than currently valid PMP values. Please refer to NOAA Atlas 14 document for more information. Back to Top PF graphical https://hdsc. nws.noaa.gov/hdsc/pfds/pfds_printpage.html?lat=40.3795&Ion=-104.6227&data=depth&units=english&series=ams 1/4 6/6/22, 11:49 AM Precipitation Frequency Data Server C Precipitation depth 14 12 10 4 14 12 1 0 V2 AM -cased depth -duration -frequency (DDF) curves Latitude: 40.3?95', Longitude: -104.6227 C � s V5 1'10 th Duration tion re re re re to 0 -a gmo oil ) 1 N. O_ 1150 1/100 1'200 Annual e cee lance prob►abillity (1/years) NOAA Atlas 14o Volume B, Version 2 CO fo (0 '5 _ N re" igcr V500 x'1000 Created (GMT): Mon Jun 6 16.49:18 2022 Back to Top Maps & aerials Small scale terrain Annual exceecdance p robability (i!yoars) 2 5 10 25 50 100 200 500 1 000 Duration 5 -man 10 -min 15 -min 60 -min 2 -hr -hr 6-nir 12 -hr 24 -hr 2 -day 3 -day 4 -clay 7 -day 10 -day 20 -day 30 -day 45 -day 6O -day https://hdsc. nws.noaa.gov/hdsc/pfds/pfds_printpage.html?lat=40.3795&Ion=-104.6227&data=depth&units=english&series=ams 2/4 Stormwater Drainage Study Appendix D: GRASS SWALE CALCULATIONS 8 T-2 Grass Swale RESIDUAL CAPACITY FOR LARGER FLOODS 1;,, • 4" (MIN) SANDY LOAM 6" MI IN _L 2-YR WSE 6" MI TRAPEZOIDAL SWALE SECTION NTS I RESIDUAL CAPACITY FOR LARGER FLOODS 2-YR WS•E 4'° MIN. SANDY LOAM 12" MIN. MIN. D 1.0' 12" MIN. (2-YR) 1.0 FPS !Y TRIANGULAR SIAN GULAR SWALE SECTION NTS CONCRETE COI I AR ENERGY DISSIPATION b ir. l' rf I PROVIDE DOUBLE CLEANOUTS WITH WATER TIGHT CAPS @150' O.O. USE 90* SWEEP OR (2) 45' BENDS (OFFSET FROM SWALE CENTERLINE TO AVOID IMPEDING FLOW WHEN USING A TRIANGULAR SECTION Design Example 1 4 MIN. GRADE CONTROL STRUCTURE BEYOND GRADE CONTROL STRUCTURE BEYOND UNDERDRAIN AND SANDY LOAM RECOMMENDED FOR LONGITUDINAL SLOPES < 2.0%. 4" SLOTTED PIPE MEETING TABLE 05-3 WITH CDOT CLASS C FILTER MATERIAL ALL AROUND OR PERFORATED HOPE PIPE WITH AASHTO #67 ALL AROUND CONTAINED WITHIN CEOTEXTILE FABRIC. ASTM D4751-AOS US STD. SIEVE #50 TO 7a, ASTM D4533 MIN. TRAPEZOIDAL TEAR STRENGTH 100 X 60 LBS, MINIMUM COE SPECIFIED OPEN AREA OF 4%. GRADE CONTROL EXTEND GRADE CTROL STRUCTURE STRUCTURES INTO ONTHE BANK A MIN. OS ABOVE THE 2-YR WSE Ii UNDERDRAIN ENSURE ACCESS TO OUTLET BY CLEAN OUT OR OTHER ACCESSIBLE STRUCTURE SWALE PROFILE NITS Figure GS -1. Grass Swale Profile and Sections The UD-BMP workbook, designed as a tool for both designer and reviewing agency is available at www.udfcd.org. This section provides a completed design form from this workbook as an example. GS -6 Urban Drainage and Flood Control District November 2010 Urban Storm Drainage Criteria Manual Volume 3 Hydraulic Analysis Report Project Data Project Title: Cloudbreak - Darling Ranch Designer: TRC (TH) Project Date: Friday, January 27, 2023 Project Units: U.S. Customary Units Notes: Channel Analysis: A Notes: input Parameters Channel Type: Trapezoidal Side Slope 1 (Z1): 3.0000 ft/ft Side Slope 2 (Z2): 3.0000 ft/ft Channel Width 4.00 ft Longitudinal Slope: 0.0050 ft/ft Manning's n: 0.0350 Depth 1.0000 ft Result Parameters Flow 16.2188 cfs Area of Flow 7.0000 ft^2 Wetted Perimeter 10.3246 ft Hydraulic Radius 0.6780 ft Average Velocity 2.3170 ft/s Top Width 10.0000 ft Froude Number: 0.4880 Critical Depth 0.6707 ft Critical Velocity 4.0223 ft/s Critical Slope: 0.0233 ft/ft Critical Top Width 8.02 ft Calculated Max Shear Stress 0.31201b/ft^2 Calculated Avg Shear Stress 0.2115 lb/ft^2 Selected Profile: FHWA Profile (read-only) Culvert Assessment Profiles Culvert Assessment Profile Name: Standard (read-only) Maximum Excavation Depth: 20.00 ft Maximum Shallow Cover: 4.00 ft Maximum Small Pipe Size: 36.00 ft Minimum Manned Entry Size: 48.00 in Riprap Classes Riprap Class Name:CLASS Riprap Class Order:1 The following values are an 'average' of the size fraction range for the selected riprap class. D100: 304.80 mm D85: 228.60 mm D50: 165.10 mm D15: 114.30 mm Riprap Class Name:CLASS II Riprap Class Order:2 The following values are an 'average' of the size fraction range for the selected riprap class. D100: 457.20 mm D85: 330.20 mm D50: 241.30 mm D15: 177.80 mm Riprap Class Name:CLASS III Riprap Class Order:3 The following values are an 'average' of the size fraction range for the selected riprap class. D100: 609.60 mm D85: 431.80 mm D50: 317.50 mm D15: 228.60 mm Riprap Class Name:CLASS IV Riprap Class Order:4 The following values are an 'average' of the size fraction range for the selected riprap class. D100: 762.00 mm D85: 533.40 mm D50: 393.70 mm D15: 266.70 mm Riprap Class Name:CLASS V Riprap Class Order:5 The following values are an 'average' of the size fraction range for the selected riprap class. D100: 914.40 mm D85: 647.70 mm D50: 469.90 mm D15: 330.20 mm Riprap Class Name:CLASS VI Riprap Class Order:6 The following values are an 'average' of the size fraction range for the selected riprap class. D100: 1066.80 mm D85: 762.00 mm D50: 546.10 mm D15: 381.00 mm Riprap Class Name:CLASS VII Riprap Class Order:7 The following values are an 'average' of the size fraction range for the selected riprap class. D100: 1257.30 mm D85: 889.00 mm D50: 647.70 mm D15: 444.50 mm Riprap Class Name:CLASS VIII Riprap Class Order:8 The following values are an 'average' of the size fraction range for the selected riprap class. D100: 1524.00 mm D85: 1079.50 mm D50: 800.10 mm D15: 558.80 mm Riprap Class Name:CLASS IX Riprap Class Order:9 The following values are an 'average' of the size fraction range for the selected riprap class. D100: 1828.80 mm D85: 1295.40 mm D50: 965.20 mm D15: 660.40 mm Riprap Class Name:CLASS X Riprap Class Order:10 The following values are an 'average' of the size fraction range for the selected riprap class. D100: 2133.60 mm D85: 1511.30 mm D50: 1130.30 mm D15: 787.40 mm Hydraulic Analysis Report Project Data Project Title: Cloudbreak - Darling Ranch Designer: TRC (TH) Project Date: Friday, January 27, 2023 Project Units: U.S. Customary Units Notes: Channel Analysis: B Notes: input Parameters Channel Type: Trapezoidal Side Slope 1 (Z1): 3.0000 ft/ft Side Slope 2 (Z2): 3.0000 ft/ft Channel Width 1.00 ft Longitudinal Slope: 0.0060 ft/ft Manning's n: 0.0350 Depth 1.0000 ft Result Parameters Flow 8.7890 cfs Area of Flow 4.0000 ft^2 Wetted Perimeter 7.3246 ft Hydraulic Radius 0.5461 ft Average Velocity 2.1972 ft/s Top Width 7.0000 ft Froude Number: 0.5122 Critical Depth 0.7338 ft Critical Velocity 3.7417 ft/s Critical Slope: 0.0250 ft/ft Critical Top Width 5.40 ft Calculated Max Shear Stress 0.37441b/ft^2 Calculated Avg Shear Stress 0.2045 lb/ft^2 Selected Profile: FHWA Profile (read-only) Culvert Assessment Profiles Culvert Assessment Profile Name: Standard (read-only) Maximum Excavation Depth: 20.00 ft Maximum Shallow Cover: 4.00 ft Maximum Small Pipe Size: 36.00 ft Minimum Manned Entry Size: 48.00 in Riprap Classes Riprap Class Name:CLASS Riprap Class Order:1 The following values are an 'average' of the size fraction range for the selected riprap class. D100: 304.80 mm D85: 228.60 mm D50: 165.10 mm D15: 114.30 mm Riprap Class Name:CLASS II Riprap Class Order:2 The following values are an 'average' of the size fraction range for the selected riprap class. D100: 457.20 mm D85: 330.20 mm D50: 241.30 mm D15: 177.80 mm Riprap Class Name:CLASS III Riprap Class Order:3 The following values are an 'average' of the size fraction range for the selected riprap class. D100: 609.60 mm D85: 431.80 mm D50: 317.50 mm D15: 228.60 mm Riprap Class Name:CLASS IV Riprap Class Order:4 The following values are an 'average' of the size fraction range for the selected riprap class. D100: 762.00 mm D85: 533.40 mm D50: 393.70 mm D15: 266.70 mm Riprap Class Name:CLASS V Riprap Class Order:5 The following values are an 'average' of the size fraction range for the selected riprap class. D100: 914.40 mm D85: 647.70 mm D50: 469.90 mm D15: 330.20 mm Riprap Class Name:CLASS VI Riprap Class Order:6 The following values are an 'average' of the size fraction range for the selected riprap class. D100: 1066.80 mm D85: 762.00 mm D50: 546.10 mm D15: 381.00 mm Riprap Class Name:CLASS VII Riprap Class Order:7 The following values are an 'average' of the size fraction range for the selected riprap class. D100: 1257.30 mm D85: 889.00 mm D50: 647.70 mm D15: 444.50 mm Riprap Class Name:CLASS VIII Riprap Class Order:8 The following values are an 'average' of the size fraction range for the selected riprap class. D100: 1524.00 mm D85: 1079.50 mm D50: 800.10 mm D15: 558.80 mm Riprap Class Name:CLASS IX Riprap Class Order:9 The following values are an 'average' of the size fraction range for the selected riprap class. D100: 1828.80 mm D85: 1295.40 mm D50: 965.20 mm D15: 660.40 mm Riprap Class Name:CLASS X Riprap Class Order:10 The following values are an 'average' of the size fraction range for the selected riprap class. D100: 2133.60 mm D85: 1511.30 mm D50: 1130.30 mm D15: 787.40 mm CLOUDBREAK CBEP SOLAR 20, LLC PO BOX 1255 STERLING, CO 80751 (970) 425-3175 INFO c©CLOUDBREAKENERGY.COM DATE: April 25, 2023 PROJECT: Darling Ranch Solar Project SUBJECT: Traffic Narrative 1. Describe how many roundtrips/day are expected for each vehicle type: Passenger Cars/Pickups, Tandem Trucks, Semi-Truck/Trailer/RV (Roundtrip = One (1) trip in and One (1) trip out of site). • Maximum anticipated number of daily trips during peak period of construction: 10 - 15 vehicles per day during peak construction 7am - 3:30pm general hours Monday - Friday. • % of heavy vehicles during peak period of construction: 5 - 10% During first few months of construction. • Typical anticipated number of daily trips after construction is complete: 2 - 4 trips per year depending on O&M contract details. 2. Describe the expected travel routes or haul routes for site traffic. • The primary haul/travel route will be North on N 8th Ave/US-85, East on County Road 66, and then arriving at the Southern access point for the parcel. 3. Describe the travel distribution along the routes (e.g. 50% of traffic will come from the north, 20% from the south, 30% from the east, etc.). • 100% of the expected travel will follow the primary travel/haul route detailed above. 4. Describe the time of day that you expect the highest traffic volumes. • 7:00am - 3:30pm MAP OF PRIMARY ROUTE: Darling Ranch Solar Site Northeast Quadrant of County Road 66 and County Road 47 Weld County, Colorado Traffic Letter KE Job #2023-024 Prepared for: TRC Companies, Inc. 123 N. College Avenue, Suite 206 Fort Collins, CO 80524 Prepared by: KELLAR ENGINEERING skellar@kellarengineering.com www.kellarengineering.com 970.219.1602 phone March 6, 2023 Sean K. Kellar, PE, PTOE This document, together with the concepts and recommendations presented herein, as an instrument of service, is intended only for the specific purpose and client for which it was prepared. Reuse of and improper reliance on this document without written authorization from Kellar Engineering LLC shall be without liability to Kellar Engineering LLC. 1.0 Introduction The purpose of this Traffic Letter is to evaluate the proposed traffic generated by the proposed Darling Ranch Solar Site project located at the northeast quadrant of Weld County Road 66 (CR 66) and Weld County Road 47 (CR 47) in Weld County, CO near 32924 CR 47, Greeley, CO. 2.0 Proposed Development The proposed project consists of a solar field land use on the property. Access to the site is proposed from an existing low traffic volume access off of CR 66 on the south side of the property. See Figure 1: Vicinity Map and Figure 2: Site Plan. Figure 1: Vicinity Map POI (40.4658361-104.6160703) KELLAR ENGINEERING Darling Ranch Solar Site Traffic Letter -Page 2 3.0 Trip Generation Site generated traffic estimates are determined through a process known as trip generation. Rates and equations are applied to the proposed land use to estimate traffic generated by the development during a specific time interval. The acknowledged source for trip generation rates is the Trip Generation Report published by the Institute of Transportation Engineers (ITE). The Institute of Transportation Engineers' (ITE) Trip Generation Manual does not provide detailed data on solar field facilities. As such, KE was able to estimate the weekday peak hour trip generation for the AM and PM peak hours based upon information provided by the client and project team. The project team provided the following trip generation data: Trip Generation Data: • Maximum anticipated number of daily trips per day during peak period of construction = 20 — 25 vehicles per day during peak construction 7:00 AM - 3:30 PM general hours Monday — Friday. • % of heavy vehicles during peak period of construction = 5% - 10% during first few months of construction. • Typical anticipated number of daily trips after construction is complete = 2 — 4 trips per year depending on O&M contract details • Approximately 75% of the traffic will come from the west on CR 66 and approximately 25% of the traffic will come from the east on CR 66. Based upon the above data, the project is conservatively anticipated to generate a maximum of approximately 50 daily trips, 24 total (14 entering, 10 exiting) AM peak hour trips, and 20 total (6 entering, 14 exiting) PM peak hour trips. See Table 1: Trip Generation. 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Darling Ranch Solar Site Traffic Letter -Page 4 KELLAR ENGINEERING Table 1: Trip Generation Average Daily Trips AM Peak Hour PM Peak Hour Trips Trips Code ITE Land Use Size Rate Total Rate In Rate Out Total Rate In Rate Out Total N/A Solar Field * * 50 * 14 * 10 24 * 6 * 14 20 N/A = Not Available * The Institute of Transportation Engineers' (ITE) Trip Generation Manual, 11th Edition does not provide detailed data related to the proposed use. Therefore, trip generation is based upon information obtained from the client and project team. See Section 3.0 Trip Generation for more information Darling Ranch Solar Site Traffic Letter -Page 5 KELLAR ENGINEERING 4.0 Conclusions: The findings of the Traffic Letter are summarized below: • The proposed project is conservatively anticipated to generate a maximum of approximately 50 daily total weekday trips, 24 AM total peak hour trips, and 20 PM total peak hour trips. See Table 1: Trip Generation • The project's trip generation and site generated traffic is low. See Table 1: Trip Generation. • Due to the project's low site generated traffic, the proposed project will not create a negative traffic impact upon the local and regional traffic system and the existing roadway improvements are sufficient to accommodate the project's traffic. See Section 3.0. • The anticipated number of daily trips after construction is complete is only 2 — 4 trips per year. See Section 3.0. KELLAR ENGINEERING Darling Ranch Solar Site Traffic Letter -Page 6 APPENDIX Darling Ranch Solar Site Traffic Letter -Page 7 rica KELLAR ENGINEERING POI (40465836, -104.6160703) tb lib1 Darling Ranch Solar Site Traffic Letter KELLAR ENGINEERING Sean Kellar, PE, PTOE Principal Engineer Education B.S., Civil Engineering, Arizona State University — Tempe, AZ Registration Colorado, Professional Engineer (PE) Wyoming, Professional Engineer (PE) Idaho, Professional Engineer (PE) Arizona, Professional Engineer (PE) Kansas, Professional Engineer (PE) Missouri, Professional Engineer (PE) Professional Traffic Operations Engineer (PTOE) Professional Memberships Institute of Transportation Engineers (ITE) Industry Tenure 23 Years WORK EXPERIENCE: Sean's wide range of expertise includes: transportation plan- ning, traffic modeling roadway design, bike and pedestrian facili- ties, traffic impact studies, traffic signal warrant analysis, parking studies, corridor planning and access management. Sean's experience in both the private and public sectors; passion for safety and ex- cellence; and strong communication and collaboration skills can bring great value to any project. Prior to starting Kellar Engineering, Sean was employed at the Missouri Department of Transportation (MoDOT) as the District Traffic Engineer for the Kansas City District. Sean also worked for the City of Loveland, CO for over 10 years as a Senior Civil Engineer supervising a division of transportation/traffic engineers. While at the City of Loveland, Sean managed several capital improvement projects, presented several projects to the City Council and Planning Commission in public hearings, and managed the revisions to the City's Street Standards. Sean is also proficient in Highway Capacity Software, Synchro, PT Vissim, Rodel, GIS, and AutoCAD. Kellar Engineering, Principal Engineer/President - January 2016 - Present Missouri Department of Transportation, District Traffic Engineer, Kansas City District - June 2015 - January 2016 City of Loveland, Colorado, Senior Civil Engineer, Public Works Department - February 2005 June 2015 Kirkham Michael Consulting Engineers, Project Manager - February 2004 - February 2005 Dibble and Associates Consulting Engineers, Project Engineer - August 1999 - February 2004 CLOUDBREAK CBEP SOLAR 20, LLC PO BOX 1255 STERLING, CO 80751 (970) 425-3175 INFO c©CLOUDBREAKENERGY.COM DATE: April 25, 2023 PROJECT: Darling Ranch Solar Project SUBJECT: Utility and Other Infrastructure Owners Infrastructure Owner Name Address Overhead Utilities Public Colorado Service DBA Company Xcel of Energy 1801 80202 Larimer St, Denver, CO Plugged oil/gas facility & wells, abandoned Oil and Gas Nobel Energy 1625 CO 80202 Broadway St, Denver, Plugged oil/gas & well abandoned Coors Energy 13495 Keenesburg, Co Rd 61, CO 80643 Ditch Union Company Ditch & Water P.O. 81226 Box 71, Florence, CO (970) 425-3175 I I N FO©a CLOU DBREAKEN ERGY.COM I CLOUDBREAKENERGY.COM ERGY.COM Zach — No the added load on the powerlines will not make any additional noise. - Where will the permanent buildings be? Zach — Points out on the site plan map where the permanent buildings will be located. - How will we deal with trespassing? Zach — Explains that there will be interior facing security cameras and the game fence around the exterior of the project. - How far away from the ditch will the project be? Zach — The access road will be crossing the ditch on the south side of the property. - If there is any change to the ditch company needs to go through the Union Lateral ditch company Zach — Explains how we are working with the ditch company currently with the most likely outcome of a crossing agreement. Weld County Treasurer Statement of Taxes Due Account Number R1270286 Assessed To Parcel 080324000009 WAKE LLLP 801 8TH ST STE 220 G REELS Y, CO 80631-3900 Legal Description 13768 E2SW4 24-6-65 (1R 1D) Year Tax Charge 2022 Tax Tnterest t $2,882.40 $0.00 Fees $0.00 Situs Address 23279 COUNTY ROAD 66 WELD Payments $1730.66 Total Tax Charge Balance $1.151.74 $1,151.74 First Half Due as of 04/24/2023 Second Half Due as of 04/24/2023 $0.00 $1,151.74 Tax Billed at 2022 Rates for Tax Area 3865 - 3865 Authority WELD COUNTY SCHOOL DIST RE2 NORTHERN COLORADO WATER (NC GALETON FIRE AIMS JUNIOR COLLEGE HIGH PLAINS LIBRARY Taxes Billed 2022 * Credit Levy Mill Levy 15.0380000* 34.9570000* 1.0000000 4.0000000* 6.3070000 3.18 1 0000 64.4830000 Amount $672. 19 $1,562 59 $44.70 $178.80 $281.93 $142.19 $2,882.40 Values AG -FLOOD IRRRIGATED LAND AG -WASTE LAND FARM/RANCH RESIDENCE -IMPS OTHER BLDGS.- AGRICULTURAL Actual $76,571 $8 $338,787 Assessed $20,210 $10 $23,550 $3,507 $930 Total $418,873 $44,700 ALL TAX LIEN SALE AMOUNTS ARE SUBJECT TO CHANGE DUE TO ENDORSEMENT OF CURRENT TAXES BY THE LIENHOLDER OR TO ADVERTISING AND DISTRAINT WARRANT FEES CHANGES MAY OCCUR AND THE TREASURER'S OFFICE WILL NEED TO BE CONTACTED PRIOR TO REMITTANCE AFTER THE FOLLOWING DATES: PERSONAL PROPERTY, REAL PROPERTY, AND MOBILE HOMES - AUGUST 1, TAX LIEN SALE REDEMPTION AMOUNTS MUST BE PAID BY CASH OR CASHIER'S CHECK. POSTMARKS ARE NOT ACCEPTED ON TAX LIEN SALE REDEMPTION PAYMENTS. PAYMENTS MUST BE IN OUR OFFICE AND PROCESSED BY THE LAST BUSINESS DAY OF THE MONTH. aci552.(1 oaoO1 1 Weld County Treasurer's Office 1400 N 17th Avenue PO Box 458 Greeley, CO 80632 Phone: 970-400-3290 Pursuant to the Weld County Subdivision Ordinance, the attached Statement of Taxes Due issued by the Weld County Treasurer, are evidence of the status as of this date of all ro ert p p Y taxes, special assessments, and prior tax liens attached to this account. C Current year's taxes are due but not delinquent. Date: 14'v4'L.3 Hello