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Home My WebLink About20232019.tiffBOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: BOCC Agenda Item - Approve Assignment and Assumption of the Improvements and Road Maintenance Agreement for Platte River Midstream, LLC — USR15-0068 DEPARTMENT: Planning Services DATE: June 20, 2023 PERSON REQUESTING: Jazmyn Trujillo -Martinez Brief description of the problem/issue: The Department of Planning Services received a request from the applicant, Platte River Midstream, LLC, requesting that the Board of County Commissioners consider approving the two-part Assumption and Assignment of the Improvements and Road Maintenance Agreement for (USR15-0068) from Platte River Midstream, LLC to Platte River Holdings, LLC and Platte River Holdings, LLC to PRM Real Estate Holdings, LLC. Weld County Planning Services, Public Works, and the County. Attorney's Office have reviewed the above mentioned signed original Assignment and Assumption dobument.and recommends approval of the Assignment and Assumption for USR15-0065. What options exist for the Board? (include consequences, impacts, costs, etc. of options): 1. Have this BOCC Hearing item be plated on the next available agenda,as part of the Consent Agenda. 2. Have this BOCC Hearing item be placed on the next available agenda as part of the Regular Agenda. Recommendation: Option 1. The Departments of Planning Services, Public Works, and the County Attorney's Office are recommending approval bf the Assignment and Assumption for USR15-0065, and that this item be placed on the next regularly scheduled BOCC Hearing, as part of the Consent Agenda. Schedule Recommendation Work Session Other/Comments: Perry L. Buck, Pro -Tern Mike Freeman, Chair Scott K. James Kevin D. Ross Lori Seine 7 /7 cc:pL (DA/STl- /KO/KR) APPLwiffia 1/2.3 071--le(PL-) O23 2023-2019 4.23 90- Karla Ford From: Sent: To: Subject: Approve Mike Freeman Tuesday, June 27, 2023 11:11 AM Karla Ford Re: Please Reply - BOCC PA REVIEW - USR15-0068 — Platte River Midstream Sent from my iPhone On Jun 27, 2023, at 6:23 PM, Karla Ford <kford@weld.gov>wrote: Please advise if you approve recommendation. Thank you. Karla Ford A Office Manager, Board of Weld County Commissioners 1150 0 Street, P.O. Box 758, Greeley, Colorado 80632 :: 970.336-7204 :: kford(weldgov.com :: www weldgov.com **Please note my working hours are Monday -Thursday 7:00a.m.-5:00p.m.** <image002.jpg> Confidentiality Notice: This electronic transmission and any attached documents or other writings ore intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Jazmyn Trujillo -Martinez <jtrujillomartinez@weld.gov> Sent: Tuesday, June 27, 2023 10:21 AM To: Cheryl Hoffman <choffman@weld.gov>; Daniel Mesa <dmesa@weld.gov>; Dawn Anderson <dranderson@weld.gov>; Esther Gesick <egesick@weld.gov>; Karla Ford <kford@weld.gov>; Tom Parko Jr <tparko@weld.gov> Subject: BOCC PA REVIEW - USR15-0068 — Platte River Midstream ATTACHED BOCC PA REVIEW Improvements Agreement: Assignment and Assumption of Improvements and Road Maintenance Agreement Case/Applicant: USR15-0068 — Platte River Midstream, LLC Please note: Consent Agenda Thanks Karla!! Best, Jazmyn Trujillo -Martinez Development Review MEMORANDUM TO: Board of County Commissioners DATE: June 21, 2023 FROM: Kim Ogle, Planning Services SUBJECT: USR15-0068 — Platte River Midstream, LLC The Department of Planning Services received a request from ARB Midstream LLC concerning Platte River Midstream, LLC. Platte River Midstream, LLC seeks to assign their rights and obligations pursuant to USR15-0068 to a different entity wholly owned by our parent company. Please find attached the Assignment Consent and USR15-0068 Improvements and Road Maintenance Agreement, USR15-0068 map, and corporate organizational chart showing the relationship between the entities we are assigning our rights and obligation between for USR15-0068. This is a two-part assignment where Platte River Midstream, LLC ("PRM", successor in interest to Platte River Midstream, Inc. ("PRMI") i.e. the property owner listed on USR15-0068") will assign its rights and obligations to Platte River Holdings, LLC ("PRH"), then PRH will assign its rights and obligations to PRM Real Estate Holdings, LLC ("PRMREH") The Department of Planning Services requests support of this request B MIDSTREAM May 24, 2023 Amanda Martin, Land Manager ARB Midstream, LLC 1550 Wewatta Street, 2"d Floor - WeWork Denver, CO 80202 Re: Delegation of Authority Amanda, 1550 Wewatta Street, 2"d Floor - WeWork Denver, CO 80202 The following documents the updated Delegation of Authority for the Land Manager role effective May 1, 2023. Signature and financial authority is granted for ARB Midstream, LLC and all subsidiaries, including but not limited to: ARB Midstream Operating Company, LLC DJ South Infield Gathering, LLC ARB Permian Gateway, LLC Texoma Crude Oil Pipeline Company, LLC Platte River Holdings, LLC Platte River Midstream, LLC Platte River Midstream, Inc. PRM Real Estate Holdings, LLC ARB Midstream Management, LLC DJ South Gathering, LLC ARB Greenco, LLC ARB Midstream Logistics, LLC Rimrock Platte River, LLC ARB Oklahoma Holdings, LLC DJS Merge, LLC Summary of Delegation Authority Signatory authority for agency permits, applications, and related documents Signatory authority for land use agreements (rights -of -way, licenses, assignments, releases) Financial commitments up to $25,000 USD This delegation to remain in effect until December 31, 2023. John Roark Chief Operating Officer ARB Midstream, LLC ASSIGNMENT AND ASSUMPTION OF CONTRACT // This A IGNMENT AND ASSUMPTION OF CONTRACT (the "Assignment") is made as of the day of 2023 (the "Effective Date") by and between Platte River Midstream, LLC, a olorado limite lia company, whose address is 1550 Wewatta Street, 2nd Floor — WeWork, Denver, Colorado 80202 ("As ' or"), and Platte River Holdings, LLC, a Delaware limited liability company, whose address is 1550 Wewatta Street, 2nd Floor — WeWork, Denver, Colorado 80202 ("Assignee"). County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 O Street, Greeley, Colorado 80631 ("County") is executing this Assignment for the sole purpose of consenting to this Assignment as set forth herein. Assignor and Assignee may be referred to in this Assignment individually as a "Party" or collectively as the "Parties." RECITALS A. Platte River Midstream, Inc. entered into that certain Improvements & Road Maintenance Agreement According to Policy Regarding Collateral for Improvements — USR15-0068 dated April 6, 2016, and recorded on May 31, 2016 at Reception Number 4207570 in the real property records of Weld County, Colorado (the "Contract"). B. Assignor is successor in interest to Platte River Midstream, Inc. and the current interest holder of the rights granted by the Contract. C. Assignor desires to sell, assign, transfer, convey, set over and deliver to Assignee, without recourse or warranty, all of Assignor's right, title and interest in and to the Contract. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows: 1. Assignment and Assumption. As of the Effective Date, Assignor irrevocably assigns, sets over, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Contract held by Assignor. Assignee accepts this Assignment and the rights granted herein, and Assignee expressly assumes, for itself and its successors, assigns and legal representatives, the Contract and all of the obligations and liabilities, fixed and contingent, of Assignor accruing from and after the Effective Date with respect to the Contract and agrees to (a) be fully bound by all of the terms, covenants, agreements, provisions, conditions, obligations and liabilities of Assignor thereunder which accrue from and after the Effective Date, and (b) keep, perform and observe all of the covenants and conditions contained therein on the part of Assignor to be kept, performed and observed, from and after the Effective Date. 2. Indemnification. Assignee agrees to indemnify and defend Assignor and hold Assignor harmless from and against all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgements, losses, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses and court costs) (collectively, the "Losses") (including without limitation those brought by a third party and asserted against Assignor) by reason of or arising out of any failure by Assignee to perform or observe the obligations, covenants, terms and conditions assumed by Assignee hereunder arising in connection with the Contract to the extent accruing to the period on or after the Effective Date. Assignor agrees to indemnify and defend Assignee and hold Assignee harmless from and against 4911326 Pages: 1 of 4 07/26/2023 12:08 PM R Fee:$0.00 Carly Koppes, Clerk and Recorder, !.field County , CO •iiliPACILVI IA ` ',WAD) Ii III 024,25 - x/96; any and all Losses (including without limitation those brought by a third party and asserted against the Assignee) by reason of or arising out of any failure by Assignor to perform or observe the obligations, covenants, terms and conditions under the Contract to the extent accruing to the period prior to the Effective Date. 3. General Provisions. (a) Successors. This Assignment shall inure to the benefit of, and be binding upon, the Parties hereto and their respective successors and assigns. (b) Counterparts. This Assignment may be executed in multiple counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one and the same instrument. (c) Governing Law. This Assignment shall be governed by and construed and enforced in accordance with the laws of the State of Colorado without regard to its conflict of laws provisions. (d) Attorneys' Fees. In the event any action or suit by a Party hereto against another Party by reason of any breach of any of the covenants, conditions, agreements or provisions on the part of the other Party arising out of this Assignment, the prevailing Party shall be entitled to have and recover of and from the other Party all costs and expenses of action or suit, including reasonable attorneys' fees and expenses and court costs. [Remainder of page intentionally left blank; signature and acknowledgement pages to follow.] 4911326 Pages: 2 of 4 07/26/2023 12:08 PM R Fee:$0.00 Carly Koppel, Clerk and Recorder, Weld County. CO III ��'ii� i4 �� iRil'YioRl Yi?'� l��l ktiF��iY®[Y1 YYe�i 5i 1i II! IN WIThIESS WI lI:iREOF. the Parties have executed this Assignment as of the day and year first written above. ASSIGNOR: Platte River Midstream. I.LL. a Colorado limited liability company Nance: ATM Ida Martin Its: Land Manager ASSIGNEE: Platte River Hollings, LI.C, a Delaware limited li bilit} _company Name: ,anda Martin its: Land Manager Acknowledgement STATE OP I krana, COUNTY OF old __.�3(Am al The foregoing instrument was acknowledged before me this f i'day of (X& 2023. by Amanda Martin, as Land Manager of Platte River Midstream, I.i,C, a Colorado limit rd liability company and Platte River Holdings, LI,C.. a Delaware limited liability company. Witness my hand and official seal. iss. Cowes q/ 3/2 0v . DAG'a.. #17003187 EXP 04/03/25 (1:, 4911326 Pages 3 of 4 07/26/2623, 12:08 PM I? Fee:$0.(O0 Carly Koppes, Clerk and Recorder, Weld County , CO COUNTY: ACKNOWLEDGED AND CONSENTED TO: The County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, hereby consents to the assignment of the Contract pursuant to this Assignment. ATTEST: did:at/NJ :4 BOARD OF COUNTY COMMISSIONERS Weld County ' ► rk to the Board WELD COUNTY, COLORADO By: Deputy Cler ike Freeman, Chair JUL 1 7 2323 4911326 Pages: 4 of 4 07/26/2023 12:08 PM R Fee:$0.00 Carly Koppel, Clerk and Recorder; Weld County Co ■iii EiriAndrIVIIILKArelf rilPf 0Zo 23 ASSIGNMENT AND ASSUMPTION OF CONTRACT rriThis ASS NMENT AND ASSUMPTION OF CONTRACT (the "Assignment") is made as of the day of 2023 (the "Effective Date") by and between Platte River Holdings, LLC, a Delaware limite 1' bili company, whose address is 1550 Wewatta Street, 2. Floor — WeWork, Denver, Colorado 80202 (" sign "), and PRM Real Estate Holdings, LLC, a Colorado limited liability company, whose address is 1550 Wewatta Street, 2. Floor — WeWork, Denver, Colorado 80202 ("Assignee"). County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 O Street, Greeley, Colorado 80631 ("County") is executing this Assignment for the sole purpose of consenting to this Assignment as set forth herein. Assignor and Assignee may be referred to in this Assignment individually as a "Party" or collectively as the "Parties." RECITALS A. Platte River Midstream, Inc. entered into that certain Improvements & Road Maintenance Agreement According to Policy Regarding Collateral for Improvements — USR15-0068 dated April 6, 2016, and recorded on May 31, 2016 at Reception Number 4207570 in the real property records of Weld County, Colorado (the "Contract"). B. Assignor is successor in interest to Platte River Midstream, Inc. and the current interest holder of the rights granted by the Contract. C. Assignor desires to sell, assign, transfer, convey, set over and deliver to Assignee, without recourse or warranty, all of Assignor's right, title and interest in and to the Contract. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows: 1. Assignment and Assumption. As of the Effective Date, Assignor irrevocably assigns, sets over, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Contract held by Assignor. Assignee accepts this Assignment and the rights granted herein, and Assignee expressly assumes, for itself and its successors, assigns and legal representatives, the Contract and all of the obligations and liabilities, fixed and contingent, of Assignor accruing from and after the Effective Date with respect to the Contract and agrees to (a) be fully bound by all of the terms, covenants, agreements, provisions, conditions, obligations and liabilities of Assignor thereunder which accrue from and after the Effective Date, and (b) keep, perform and observe all of the covenants and conditions contained therein on the part of Assignor to be kept, performed and observed, from and after the Effective Date. 2. Indemnification. Assignee agrees to indemnify and defend Assignor and hold Assignor harmless from and against all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgements, losses, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses and court costs) (collectively, the "Losses") (including without limitation those brought by a third party and asserted against Assignor) by reason of or arising out of any failure by Assignee to perform or observe the obligations, covenants, terms and conditions assumed by Assignee hereunder arising in connection with the Contract to the extent accruing to the period on or after the Effective Date. Assignor agrees to indemnify and defend Assignee and hold Assignee harmless from and against 4911327 Pages: 1 of 4 07/26/2023 12:08 PM R Fee:$0.00Weld County CO Carly Koppes, Clerk and Recorder, ■III t��1t �L��I�I�a;I��Y I�'� iiiM th'MA kill a204.5-,20/96) any and all Losses (including without limitation those brought by a third party and asserted against the Assignee) by reason of or arising out of any failure by Assignor to perform or observe the obligations, covenants, terms and conditions under the Contract to the extent accruing to the period prior to the Effective Date. 3. General Provisions. (a) Successors. This Assignment shall inure to the benefit of, and be binding upon, the Parties hereto and their respective successors and assigns. (b) Counterparts. This Assignment may be executed in multiple counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one and the same instrument. (c) Governing Law. This Assignment shall be governed by and construed and enforced in accordance with the laws of the State of Colorado without regard to its conflict of laws provisions. (d) Attorneys' Fees. In the event any action or suit by a Party hereto against another Party by reason of any breach of any of the covenants, conditions, agreements or provisions on the part of the other Party arising out of this Assignment, the prevailing Party shall be entitled to have and recover of and from the other Party all costs and expenses of action or suit, including reasonable attorneys' fees and expenses and court costs. [Remainder of page intentionally left blank; signature and acknowledgement pages to follow.] 4911327 Pages: 2 of 4 07/26/2023 12:08 PM R Fee:$0,00 Carly Koppel; Clerk and Recorder; Weld County ; CO ®iii WAN I ��I��J� �J� 4C!5K'1iN'L tillb II sip IN WITNESS WI IEREOF, the Parties have executed this Assignment as of the day and year first written above. ASSIGNOR, Plane River Holdings. LLC. a Delaware limned I tbility company By: k77f�Trl��tG[.� Name: / tda Martin Its: Land Manager ASSIGNEE: PRM Real Estate Holdings, LLC, a Colorado limited liability company By: Name: A anda Martin Its: Land Manager Acknowledgement STATE OF Qk'lahb 1at. ) COUNTY OF Ok lc, :t 0 {ryt Q ass. The foregoing instrument was acknowledged before me this !at' day of _faht 2023. by Amanda Martin, as Land Manager of Platte River Holdings, LLC, a Delaware limi liability comoanv and PRM Real Estate Holdings. LLC, a Colorado limited liability company Witness my hand and official seal otary ire,: 0_4,70.1.5 ,,,u0AGFic�4'i a ' # 17003187 EXP 04103125 j 4911327 Pages: 3 of 4 07/26/2023 12:08 PM R Fee:$0.00 Carly Koppes, Clerk and Recorder, Weld County , CO UI Nfj I4,14411CIfLi kii.L): i1eE�� ih ®I III COUNTY: ACKNOWLEDGED AND CONSENTED TO: The County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, hereby consents to the assignment of the Contract pursuant to this Assignment. ATTEST:A•oi BOARD OF COUNTY COMMISSIONERS Weld Co ,, lerk to the Boar. WELD COUNTY, COLORADO By: ike Freeman, Chair JUL 1 7 2323 4911327 Pages: 4 of 4 07/26/2023 12:08 PM R Fee:$0.00 Carly Koppes, Clerk and Recorder; Weld County , CO IIII PAK% iMAIV,DZOLIV Bill o2D� 3 - as 19( ) Cheryl Hoffman From: Sent: To: Cc: Subject: Cheryl Hoffman Wednesday, July 12, 2023 1:48 PM Devon Dageford; Kim Ogle Esther Gesick Re: [EXTERNAL] FW: Assignment & Assumption of Contract USR15-0068 That's perfect! Thank you so much for your quick responses Get Outlook for iOS From: Devon Dageford <Devon.Dageford@ARBMidstream.com> Sent: Wednesday, July 12, 2023 1:42:01 PM To: Cheryl Hoffman <choffman@weld.gov>; Kim Ogle <kogle@weld.gov> Cc: Esther Gesick <egesick@weld.gov> Subject: RE: [EXTERNAL] FW: Assignment & Assumption of Contract USR15-0068 ,,,::::,,,,7,,,,,, seriill ted fro s outside of Weld „Coup rrss safe: eroinent. Do °out click links off' open attachments un1 I don't want the organizational chart recorded so unless it's absolutely necessary my preference would be to remove it. The "Consent to Assignment and Contribution of Improvements & Road Maintenance Agreement According to Policy Regarding Collateral For Improvements" was the assignment consent document I originally drafted and sent to the county, but the county preferred to use a draft template from another case that had previously been approved (e.g., Assignment and Assumption of Contract that I just emailed). Since we are not using the "Consent to Assignment and Contribution..." document it can be removed from both contracts along with the organization chart. Happy to discuss if this is confusing. DD From: Cheryl Hoffman <choffman@weld.gov> Sent: Wednesday, July 12, 2023 2:23 PM To: Devon Dageford <Devon.Dageford@ARBMidstream.com>; Kim Ogle <kogle@weld.gov> Cc: Esther Gesick <egesick@weld.gov> Subject: RE: [EXTERNAL] FW: Assignment & Assumption of Contract USR15-0068 IWarning- This message appears to have come from an external sender. Be sure to check that you know and trust the sender. Hi Devon, We received both contracts which are great, but I attached the org chart and "Consent to Assignment and Contribution of Improvements and Road Maintenance Agreement According to Policy Regarding Collateral for Improvements" which were both attached to the Assignment and Assumption of Contract between Platte River Holdings, LLC and PRM Real Estate Holdings, LLC. Is the organizational chart supposed to be attached to both contracts? And I'm assuming the last two (2) pages "Consent to Assignment and Cotnribution..." is to be signed too. Is that separate from both contracts, or is it to be signed and attached to both contracts? Hopefully this makes sense? Just let me know. Thanks so much! Cheryl L. Hoffman Deputy Clerk to the Board 1150 O Street/P.O. Box 758 Greeley, CO 80632 Tel: (970) 400.4227 choffman@weld.gov From: Devon Dageford <Devon.Dageford@ARBMidstream.com> Sent: Wednesday, July 12, 2023 1:06 PM To: Cheryl Hoffman <choffman@weld.gov>; Kim Ogle <kogle@weld.gov> Cc: Esther Gesick <egesick@weld.gov> Subject: RE: [EXTERNAL] FW: Assignment & Assumption of Contract USR15-0068 Perfect and thank you for helping to get this across the finish line! DD From: Cheryl Hoffman <choffman@weld.gov> Sent: Wednesday, July 12, 2023 2:03 PM To: Devon Dageford <Devon.Dageford@ARBMidstream.com>; Kim Ogle <kogle@weld.gov> Cc: Esther Gesick <egesick@weld.gov>; Cheryl Hoffman <choffman@weld.gov> Subject: [EXTERNAL] FW: Assignment & Assumption of Contract USR15-0068 IWarning- This message appears to have come from an external sender. Be sure to check that you know and trust the sender. Thank you, Devon. That's perfect! Yes, this will be on our BOCC consent agenda on Monday, July 17tH Cheryl L. Hoffman Deputy Clerk to the Board 1150 O Street/P.O. Box 758 Greeley, CO 80632 Tel: (970) 400.4227 choffman@weld.gov From: Devon Dageford <Devon.Dageford@ARBMidstream.com> Sent: Wednesday, July 12, 2023 12:51 PM To: Cheryl Hoffman <choffman@weld.gov> Subject: Assignment & Assumption of Contract USR15-0068 2 ram outdid b W 7d`:C'ounty Government tlJ Hi Cheryl, Attached are the executed Assignment and Assumption of Contracts for USR15-0068. Also, confirming based on our conversation yesterday that this will be on the BOCC consent agenda on Monday, July 17th? Devon Dageford Sr. Land Representative ARB Midstream, LLC 501 S. Coltrane Road, Suite A Edmond, OK 73034 (O) 405.697.0906 (C) 402.239.8843 www.arbmidstream.com B MIDSTREAM 3 Cheryl Hoffman From: Sent: To: Subject: Attachments: Esther Gesick Thursday, June 15, 2023 1:44 PM Cheryl Hoffman FW: Platte River Midstream USR15-0068 Assignment Consent 20231227 -Assignment and Assumption Sample.pdf Here is our former conversation for some background, and the sample is attached. Esther E. Gesick Clerk to the Board 1150 O Street/P.O. Box 758/Greeley, CO 80632 tel: (970) 400-4226 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Esther Gesick <egesick@weld.gov> Sent: Wednesday, May 17, 2023 10:21 AM To: Kim Ogle <kogle@weld.gov> Cc: CTB <CTB@co.weld.co.us> Subject: RE: Platte River Midstream USR15-0068 Assignment Consent Hi Kim, The origin of this thread indicates there an IA/RMA involved, but I can't see what he attached. Regardless, here is a sample scenario attached. Does this help? Esther E. Gesick Clerk to the Board 1150 O Street/P.O. Box 758/Greeley, CO 80632 tel: (970) 400-4226 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Kim Ogle <koglelutweld.gov> Sent: Wednesday, May 17, 2023 6:58 AM To: Esther Gesick <egesick@weld.gov> Cc: CTB <CTB@co.weld.co.us> Subject: FW: Platte River Midstream USR15-0068 Assignment Consent CTB good morning, My morning question — how to address a transfer of assets that has a Special Use Permit for a specific facility In the past this action was accomplished with a simple letter with associated documents that provided the legal nexus for transfer Would there be a different direction to take here? Thankyou Kim Ogle Principal Planner Weld County Planning Services 1402 N. 17th Avenue I Greeley 970.400.6100 Office 970.400.3549 Direct kogle@weld.gov Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Kim Ogle Sent: Friday, April 7, 2023 5:38 AM To: Devon Dageford <Devon.Dageford@ARBMidstream.com> Subject: RE: Platte River Midstream USR15-0068 Assignment Consent Devon I have the documents and will be internally vetting for each division. More comments are forthcoming Thank you Kim Kim Ogle Principal Planner Weld County Planning Services 1402 N. 17th Avenue I Greeley 970.400.6100 Office 970.400.3549 Direct kogle@weld.gov Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Devon Dageford <Devon.Dageford@ARBMidstream.com> Sent: Thursday, April 6, 2023 12:48 PM 2 To: Kim Ogle <kogle@weld.gov> Subject: Platte River Midstream USR15-0068 Assignment Consent Hi Kim, Hope you are doing well. Before Christmas we had a conversation about Platte River Midstream, LLC assigning our rights and obligations pursuant to USR15-0068 to a different entity wholly owned by our parent company. Attached is the Assignment Consent draft, USR15-0068 Improvements and Road Maintenance Agreement, USR15-0068 plat, and corporate organizational chart showing the relationship between the entities we are assigning our rights and obligation between for USR15-0068. This is a two-part assignment where Platte River Midstream, LLC ("PRM", successor in interest to Platte River Midstream, Inc. ("PRMI") i.e. the property owner listed on USR15-0068") will assign its rights and obligations to Platte River Holdings, LLC ("PRH"), then PRH will assign its rights and obligations to PRM Real Estate Holdings, LLC ("PRMREH"). I know this is complex so feel free reach out to me with any questions. Devon Dageford Sr. Land Representative ARB Midstream, LLC 501 S. Coltrane Road, Suite A Edmond, OK 73034 (O) 405.697.0906 (C) 402.239.8843 www.arbmidstream.com cIB MIDSTREAM 3 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW/Regular or Consent Hearing Agenda REQUEST RE: BOCC Agenda Item - Approve Improvements Agreement and Accept Collateral For: Platte River Midstream. Inc. - USR 15-0068 RECEIVED DEPARTMENT: Public Works DATE: 3/24/2016 PERSON REQUESTING: Rich Itastings -HO 2 9 luiu WELD COUNTY COMMISSIONERS Brief description of the issue: The Department of Public Works received a request front the applicant's representative. Anne Best Johnson/Tetra Tech. requesting that the Board of County Commissioners consider approving the Improvements Agreement for the for Mineral Resource Development Facilities, Oil and Gas Storage with Transloading Facility, (USR15-0068), located at CR's 45 & 66, east of the city of Greeley. Weld County Public Works, Planning Services and the County Attorney's Office have reviewed the above -mentioned signed original document and observed the following: All Public Works related items, of the "Improvements & Road Maintenance Agreement According To Policy Regarding Collateral For Improvements", are found to he acceptable. The Agreement has been signed by Jay McDonald/Public Works Director. Revisions to Part 2 of the Agreement were made, and approved by Frank Haug/Assistant County Attorney. The Department of Public Works received a request from the applicant's representative, Anne Best Johnson/Tetra Tech, requesting that the Board of County Commissioners consider accepting off -site collateral in the form of a Company Check — Platte River Midstream, Inc. (Wells Fargo Bank) in the amount of $3,600.00, for the above -mentioned Improvements Agreement. What options exist for the Board? 1. Have this BOCC Hearing item be placed on the next available agenda as part of the Consent Agenda. 2. Have this BOCC Hearing item be placed on the next available agenda as part of the Regular Agenda. Recommendation: Option 1. The Department's of Public Works, Planning Services and the County Attorney's Office are recommending approval of the Improvements & Road Maintenance Agreement According To Policy Regarding Collateral For Improvements and the acceptance of off -site collateral for (USR 15-0068), and that this item be placed on the next regularly scheduled BOCC Hearing, as part of the Consent Agenda. Approve Schedule as Regular Recommendation BOCC [tearing Item Other/Comments: Mike Freeman. Chair Sean P. Conway. Pro-Tem Julie A. Cozad Barbara Kirkmeyer Steve Moreno 2016-1238 f.nkrneerur,S I'Li \ 11 \(; flI i !'./,(!f 111.1 / Kl_ I /i 11 _0 I'lrtnn;nK K: lerrals f SRI., 1 If'e,it lmprNyerner, agreement 1 "Sills -0,X, I'ussaround-KIN Y' Hearing Key+ee, 211,5 J h r ekitailta-Cam.• k ,54 L4'.. _ to - �� PLa35 IMPROVEMENTS & ROAD MAINTENANCE AGREEMENT ACCORDING TO POLICY REGARDING COLLATERAL. FOR IMPROVEMENTS Platte River Midstream. Inc. --- USR15-0068 THIS AGREEMENT is made this (.Q day of Ae - L _, 2014, by and between Platte River Midstream, Inc., hereinafter referred to as "Property Owner," and the County of Weld, by and through its Board of County Commissioners, hereinafter referred to as "County." \VI'I'NESSETH: WHEREAS, Property Owner is the owner of the property described in the application to Use by Special Review tiSR15-0068, referred to as "the Property," which has been approved by the County, and WHEREAS, as a condition of approval of USR15-0064, the Lessee agrees to complete the improvements required by this Agreement; pursuant to Exhibit A (Costs) and Exhibit B (Schedule) which are included, and depicted in the Plat Map and, if applicable, the set of accepted Construction Plans, copies of which shall be attached to this Agreement as they become available and made a part hereof, as Exhibits C (Plat Map), found at reception number 4200941 and D (Construction Plans), found at reception number N/A respectively, and WHEREAS, the parties agree that the Property Owner shall provide collateral for all off -site improvements required by this Agreement before the Property Owner submits and receives approval of an application for a Grading Permit, Building Permit or for a Right -Of -Way Permit for construction of accesses and work within the County and/or State of Colorado Right -Of -Way. or at a time determined acceptable by the Board of County Commissioners. NOW,-1-IIEREFORE, IN CONSIDERATION OF the foregoing and of the promises and covenants contained herein, the parties hereto promise, covenant and agree as follows: Part 1 (of 2): Site Specific Provisions al A. Required Off -Site Improvements: dal 1.0 Weld County Roads: the Property Owner shall be responsible for the construction and 84 maintenance of the following off -site safety improvements, as described in the accepted Exhibit C (Plat Map) and/or Construction Plans (Exhibit D): maw 1.1 Construction of adequate turning radii sixty (60) feet at the main entrances and exits which extend partially into CR 66 right-of-way (ROW); m$ -a' 1.2 Drainage installations; 1.3 Signage Installations: 1.4 Standard County approved tracking control, placed across the entire width of the 413 roadway, to ensure a complete revolution of the truck tires in order to minimize the tracking a. -t. of mud and debris onto the adjacent County Road; 64' 'at a®ar Page I of 12 Granting or any new point of access may generate additional obligations with County for Off - Site Improvements and the need to post additional "Road Maintenance Collateral", if applicable. A County access permit is needed for every access to a County road. 2.0 Road Improvements Responsibilities: Property Owner is solely responsible for all designated improvements and for all expenses associated therewith. 3.0 Timing of Improvements: Subject to the provisions of Weld County Code and any conditions or considerations granted by the Board of County Commissioners, Property Owner shall not he required to complete the aforementioned offsite improvements until the occurrence of the triggering event for each improvement, namely the application for the Grading Permit, Building Permit or Right - Of -Way access permit or the commencement of activities on the property(s). B . Haul/Travel Routes 1.0 Established Haul Routes from the facility access point: 1.1 Exiting or entering the site: haul vehicles shall enter or exit the site at the approved accesses onto CR 66 for further dispersal. Any County roads routinely utilized by [ASR haul traffic may become part of the established haul routes. 1.2 No haul vehicles may exceed CDOT required specifications for pounds per axle. 1.3 In unusual or rare occasions, if particular projects mandate deviation from the above - mentioned haul route, the County may approve a deviation for a limited period of time (not more than thirty days). If County approves such deviation, haul vehicles will utilize paved county roads whenever possible. A deviation from the established Haul route lasting more than thirty (30) days or requests for two or more deviations within a twelve month period shall be subject to the terms of Section B.4.0. in the event that haul route traffic, in excess of 15% of the daily facility haul vehicle trips, utilizes alternate haul routes, the provisions of Section 4.0 of this Section B shall be triggered. 2.0 No Deviation from Approved Haul Routes: Except under the provisions provided in Section B.1.3, no deviation in the use of any roads other than those specifically authorized for use in this Agreement is permitted without the prior written amendment of this Agreement. 3.0 Haul Route Signage(lf Applicable): Property Owner shall install haul route signs, as per MUTCD standards, at all exit points of the Property which can be clearly seen by drivers leaving the facility and which clearly depict County approved haul routes. 4.0 Effect of Future Changes to Haul Routes: Any future changes to haul routes requiring use of unpaved County road may require dust control or paying of such roads, as defined by an amended agreement. In such circumstance, County will determine the proportionate share of dust control and/or paving costs to be paid by Property Owner based upon then current vehicle trip counts that identify traffic loading due to Property Owner's facility. The amount and extent of dust control and/or paving measures will he determined by site -specific conditions at the time, as determined exclusively by County personnel. Page 2 or 12 5.0 Off -Site Dust Control/Abatement: The Property Owner is required to -provide dust abatement along affected Haul Route Roads approximately two to five times per year, as determined by the County. County will determine the proportionate share of dust control to be paid by Property Owner. The amount and extent of dust control measures will be determined by site -specific conditions at the time, as determined exclusively by County personnel. The County reserves the right to install traffic counters on the driveway(s) of the Property Owner's facility. The County will have sole responsibility for determination of the percentage of haul route traffic on all affected roads. 6.0 Obligation to Maintain Current and Future Haul Routes: Property Owner will be financially responsible for the excavation, repair, and patching of any damage on current or future haul route roads, which in the sole opinion of County has been created by vehicle traffic to and from the Property. Should Property Owner's site activities or vehicle circulation patterns change in the future so that County approves an alternate haul route, and all or a significant portion of Property Owner's sourced traffic no longer utilizes the above -described haul route and instead utilizes other portions of County roads, Property Owner shall cooperate with County in maintenance of said roads which are included within the new haul route. The type and method of repair will be determined by the County Engineer or his representative. Repairs shall commence within 48 hours of notification by the County for any roadway damage that exposes the driving public to adverse or unsafe driving conditions. All other repairs shall commence within thirty (30) days of receipt of Weld County's written notice. 6.1 Need for Immediate Repairs: In the event of damage to an Approved Haul Route by Project traffic that causes an immediate threat to public health and safety or renders the road impassible ("Significant Damage"). County shall, after inspection, notify Property Owner of such Significant Damage. Property Owner shall identify the repair required and shall consult with County on the extent, type, timing, materials and quality of repair (i.e. temporary versus permanent) within twenty-four (24) hours after receipt of such notice and shall commence such repair within forty-eight (48) hours after receipt of such notice. If such repair is not commenced within such forty-eight (48) hour period, County shall have the right to draw on the Road Maintenance Collateral and use such funds to perform such repair. If Property Owner identifies Significant Damage prior to receiving notice thereof from County. Property Owner may commence repair of such Significant Damage and shall concurrently notify County of the extent, type. timing. materials and quality of repair (i.e. temporary versus permanent). 3 6.2 Repair of Road: On or before December 31 of the calendar year in which County staff has determined through site analysis and/or pavement testing that a particular haul route road portion will require paving measures in order to protect the public health, safety, and welfare, and has budgeted sufficient funds for the following calendar year to pay its share of the Off -Site Improvement/Repair Costs, County shall notify Property Owner in writing that the Off -Site Improvements/Repairs shall be undertaken. Within ninety (90) days of its receipt of County's notice of the need to undertake the road maintenance repairs and/or improvements, Property Owner shall submit Off -Site Construction Plans and Cost Estimates to County for review. Property Owner shall have sole responsibility for the completion of the repairs and/or improvements on or before December 15 of the year following County's notice of the need for repairs. 6.3 in County's sole discretion, County may undertake the repairs andlor improvements. 12 Property Owner's payment for its Proportionate Share of the road repairs/improvements will he calculated as described in this Agreement. 7.0 Annual Road Inspection: County will conduct a road inspection annually with the cooperation of Property Owner and all other Property Owner and/or Lessees who are required by County to participate in road improvement/maintenance agreements. As a result of the annual inspection, County, in its sole discretion, shall determine actual conditions and shall further determine what road repair/improvement/maintenance work is to he performed during that construction season. Notification to the Property Owner of the required roadway repairs will be given as soon as the data becomes available. 8.0 Future Improvements to Haul Routes: If traffic volume or conditions require future improvements to be made to the haul route(s), including intersections, the County may require Property Owner to pay a proportionate share of the cost of the entire project. Future improvements will be subject to any Federal. State or County regulations in place at the time the improvement project is initiated. Safety improvements to help prevent truck traffic from turning into oncoming traffic, at the intersections of CR 43 and CR 66, and CR 47 and CR 66, will need to he installed when triggers are met. Other roadways Improvements may be triggered due to heavy truck traffic associated with the facility' including additional turn lanes onto CR 66; the following is a list of the triggers for turn lanes: a. 25vph turning right into the facility during a peak hour. b. 50 vph turning right out of the facility during a peak hour. c. 10vph turning left into the facility during a peak hour. 9.0 Future Road Replacement: At any time in the future, if, in the opinion of County, road damage increases beyond the point that repair of damage cannot maintain the road in a safe and usable condition. Property Owner shall pay a proportionate cost of a complete road restoration. Notification to the Property Owner of the required roadway replacements will be given as soon as the data becomes available and typically takes place before the end of the year prior to the start of the replacement project. 10.0 Proportionate Share of Road Maintenance Responsibilities: 10.1 Property Owner shall pay its Proportionate Share of costs of dust control/abatement, paving, repairs. maintenance, improvements, or future road replacement of any particular Haul Route Road. Property Owner's Proportionate Share shall be based upon the percentage of traffic on the road that is attributable to Property Owner's facility. County personnel will determine the percentage based on then current Equivalent Single Axle Load (ESAL) Counts. Property Owner shall not be responsible for traffic that is not sourced front the Property Owner's facility. 10.2 The County shall notify Property Owner of County's preliminary determination and assessment of Property Owner's proportionate share of costs. Prior to County's final determination and assessment, County shall provide Property Owner with a reasonable opportunity to review. comment upon and supplement County's data_ collection Page aotl2 methodology, and determinations. The County shall review and consider Property Owner's input prior to making a final determination and assessment. The County shall have sole responsibility for determination of Property Owner's proportionate share of costs. 11. Road Maintenance Collateral: Property Owner shall post Road Maintenance Collateral as described by Part 2 of this Agreement. C. On -Site Improvements(Not Applicable) 1.0 Landscaping and Fencing Requirements: Property Owner shall at its own expense, plant, install and/or maintain all grass and other landscaping and re -seeding where applicable as shown on the accepted Construction Plans and/or Plat Map. Additionally, the Property Owner shall install and/or maintain fencing to screen the property where applicable as indicated on the accepted construction plans and/or Plat Map. In the event any of these improvements may include work extending into State or County Right -Of -Way, a Right -Of -Way or access permit is required. 2.0 On -Site Grading, Drainage Facilities and Paving: Property Owner shall, at its sole expense, grade and/or pave, if applicable, specified roadways, accesses, easements and parking areas, and install accepted drainage and signage components. adjacent to or within the interior portion of the property in accordance with the directives of the Weld County Department of Public Works and Department of Planning Services, as further described in the accepted Construction Plans and Plat Map. Any other on -site improvements shall be completed as indicated on the accepted Construction Plans for this facility. Property Owner shall be responsible for all maintenance of the on -site improvements. Additional infrastructure improvements will be addressed at the time of application for any future amended USR. Some of these improvements may include work extending into State or County Right -Of -Way in which case a Right -Of -Way or access permit is required. a 3e U T5Z ca mr4 B m ..mom Q ti o' -x "End of Part!" ata pa �� Nmu� 3.0 Timing of Improvements: Subject to the provisions of Weld County Code and any conditions or considerations granted by the Board of County Commissioners. Property Owner shall not be required to initiate any applicable landscaping requirements until the occurrence of the triggering event for all improvements, namely the approval of the grading permit or an amendment to the existing USR. Except with prior County consent, no grading permit will be released until collateral is posted for all off -site improvements and the final Construction Plans have been submitted to and accepted by the Department of Public Works. Access and/or Right -Of -Way permits might also be required prior to approval of the grading permit. Grading shall not commence until Construction Plans are accepted. Any alterations to the accepted Construction Plans must be accepted in writing by the County Planning and Public Works Departments. At that time. and unless otherwise amended, Property Owner agrees that all landscaping and other on -site improvements shall be completed within the parameters established in this Agreement. a� lAEngineenng PLANNING - DEVELOPMENT RI VIE W- 2015 Planning Referrals .I 54:. I5-0(168 Blue GramWest Improvements a I. Agreement'Platte River Midstream 1 C-tiK I54.8 I - Part 1 final t;1 i i• I, 6Ldoex 1' s Page 5 of 12 IMPROVEMEN`L'S & ROAD MAINTENANCE AGRF.F.I\MF:\ I ACCORDING "IO POLICY REGARDING COLLA I I RAt FOR IMPROVEMENTS Platte River Midstream. Inc. USR 15-01160 Part 2: General Provisions A. General Requirements: 1.0 Engineering Services: Property Owner shall furnish, at its own expense, all entgineering services in connection with the design and construction of the improvements identified on the accepted Construction Plans according to the construction schedule set forth in Exhibit "B," both of which are attached hereto and incorporated herein by reference. 1.1 °Fhe required engineering services shall he performed by a Professional Engineer and Land Surveyor registered in the State of Colorado, and shall conform to the standards and criteria established by the County for public improvements. 1.2 The required engineering services shall consist of but not be limited to, surveys, designs, plans and profiles, estimates, construction supervision, and the submission of necessary documents to the County. 1.3 Property (honer shall furnish construction drawings for the road improvements on public rights -of -way or easements and all improvements interior on the Property for approval prior to the letting of any construction contract. 1.4 Construction Standards: All improvements shall conform to the "Standard Specifications for Road and Bridge Construction" provided by CDOT. 2.0 Rights -of -way and Dedication of Right -of -Way: If necessary. Property Owner agrees to acquire any property interests, such as right-of-way. utility or access easements, necessary to complete any improvements required by this Agreement. Any rights -of -way to he dedicated to the County shall be conveyed by appropriate deed and, after acceptance by the County, recorded in the records of the Weld Count Clerk and Recorder. rs! ��- 3.1 Said construction shall he in strict conformance to the plans and drawings accepted by the County and the specifications adopted by the County. a=� 3.0 Construction: Property Owner shall furnish and install, at its own expense, the improvements identified on the accepted Construction Plans and Plat Map, be solely responsible ▪ for all associated costs. All improvements must be completed in accordance with the schedule set o - forth in Exhibit "B". The Board of County Commissioners, at its option, may grant an extension of time upon application by the Property Owner. 3.2 Property Owner shall employ, at its own expense, a qualified testing company LL ° previously approved by the County to perform all testing of materials or construction; and shall furnish copies of test results to the County. If County discovers inconsistencies in the testing results, Property Owner shall employ at its expense a third party qualified testing company approved by County. Such third party shall furnish the certified results of all such testing to the County. :ffr Page G of l2 ®No ti Newa�®v� aw U -ci 3.3 At all times during said construction. the County shall have the right to test and inspect, or to require testing and inspection of material and work. at Property Owner's expense. Any material or work not conforming to the approved plans and specifications. including but not hnnled to damages to property adjacent to the construction plan area shall he repaired, removed or replaced to the reasonable satisfaction of the County at the expense of Property Owner. 3.4 Permits. Property Owner must still apply for and abide by the terms orally necessary right-of-way permits, grading permits. and building permits. No work may occur in the Csrt.rntr's right-of-way without a County -issued right-of-way permit and access permit. 4.0 Release of I.iability: Property Owner shall indemnify and hold harmless the County from any and all liability loss and damage County may stiffer as a result of all suits, actions or claims of every nature and description caused hr. arising troth. or on account of said design and construction of improvements, and pay any and all judgments rendered against the County on account of any such suit. action or claim, together with all reasonable expenses and attorney tees incurred by County in defending such suit, action or claim whether the liability. loss or damage is caused by, or arises out of the negligence of the County sir its officers. agents, employees, or otherwise except far the liability. Toss, or damage arising from the intentional torts or the gross negligence of the County or its employees while acting within the scope of their employment. All contractors and other employees engaged in construction of the improvements shall maintain adequate worker's compensation insurance and public liability insurance coverage, and shall operate in strict accordance with the laws and regulations of the State of Colorado governing occupational safety and health. 5.0 Acceptance of Oft -Site Improvements by the County: Upon written request by the Property Owner, the County shall accept the Property Owner's off -site improvements, such acceptance not to he unreasonably withheld or delayed. if the following conditions are met: • 'the off -site improvements have been completely constructed. and • The Property Owner's Engineer has filed a Statement of Substantial Compliance, and • The County Engineer has inspected the improvements and agrees they are complete. 5.1 The County does not represent that the improvements will he constructed and/or available for their intended use(sj. 'The County does not assume liability for improvements designed and/or constructed by others. 5.2 If approved by the County Engineer. portions of the improvements may he placed in service. but such use shall not constitute an acceptance by the E3OC'C. 5.3 County may, at its option, issue building permits for construction for which the improvements detailed herein have been started but not completed according to the schedule shown on Exhibit "E3," and may continue to issue building permits so long as the progress of work on the 11SR improvements in that phase of the USR is satisfactory to the County, and all terms of this Agreement have been faithfully kept by Property Owner. m� 6.0 V arranty Period: Property Owner agrees to warrant the improvements for two years from Pay ,f I[ �Y�~ p' g p �mUll■ the elate the improvements are accepted by the County. Upon completion of the two-year warranty period and at the request of the Property Owner. the County Engineer shall inspect the improvements and direct the Property Owner to correct ant deficiencies. The County i-.ngineer shall re -inspect alter all corrections have been completed. If the County Engineer finds that the improvements arc constructed according, to County standards and the accepted Construction Plans. he/she shall recommend tirll acceptance. Upon receipt of the County Engineer's unqualified recommendation for acceptance.. the BOCC shall accept the improvements. 7.0 General Requirements for Collateral: County requires Property Owner to provide collateral to guaranty all of Property Ow=ner's obligations under this Agreement: ( i ) Project ('ollateral ICr completion of olf-site improvements described in this Agreement : (2) Warranty Collateral required for all improvements during the warranty phase: and (3) Road Maintenance Collateral (If Applicable) to be kept in place for the life (A -the permit. 7.1 Project Collateral - Property Owvner shall submit Project Collateral in a form accepted by Weld County to guarantee completion of any oft -site improvements. Such collateral must he equivalent to One -Hundred Percent (100°n) of the value of the improvements as shown in this Agreement. This collateral must he submitted to County upon the execution of this Agreement. or at a time determined acceptable h) the BOCCr and shall he held in total by County until such improvements are accepted and collateral is released by the BOC'C. 7.2 ti arranty Collateral for all oft -site improvements shall he submitted to County and shall be held in total by the County for two (2) years following its written acceptance of the improvement(s). 7.3 If required by Part I of this Agreement. Road Maintenance Collateral shall he submitted to County at the time of approval of this Agreement. Road Maintenance Collateral is held for use on roads associated with the designated haul route. The submitted amount shall be $3,600.00 for facilities adjacent to paved haul route roads or $2.400.00 for facilities adjacent to gravel haul route roads. 7.4 Collateral may be in any form permitted by Weld County Code Chapter 2, Section 3. 7.5 The Board of County Commissioners reserves the right to reject collateral as permitted by Weld County Code Chapter 2 Section 3. 7.6 Collateral shall be released in accordance with the provisions of Weld County Code Chapter 2 Section 3. B. Violations of Agreement and Remedies 1.0 Violation of Perms of Agreement: If in County's reasonable opinion, Property Owner has violated any of the terms of this Agreement, County shall so notify Property Owner and shall state with specificity the facts and circumstances which County believes constitute the violation. Property Owner shall have thirty (30) days within which to either cure the violation or demonstrate compliance. Thereafter, County may seek any remedy described in this Agreement or otherwise provided by law. Page 8 of 12 2.0 Termination of Agreement: Termination Event: This Agreement shall terminate upon the earliest of the following events: 2.1 Cessation of all Permit Related .-\ctiyities: Termination of this Agreement shall occur upon Property Owner's complete cessation of all activities permitted by the l'SR. A partial cessation of activities shall not constitute a Termination of this Agreement. nor shall County's issuance of a partial release constitute a -Termination. I itless informed in writing by the Property Owner of cessation of activities. and verified by the County, cessation shall he presumed if the County determines that the USR has been inactive tot three (3 rears. Property Owner shall not be entitled to a release of Project or Warranty Collateral unless and until the improvements required by this Agreement are completed. 2.2 Execution of Replacement Agreement: This Agreement shall terminate following County's execution of a new improvements Agreement with a new Property Owner or Operator who has purchased the Property or has assumed the operation of the business permitted by the CSR, and intends to make use of the rights and privileges available to it through the then existing USR. 2.3 Revocation of I SR: .This Agreement shall terminate following County's revocation of Property Owner's I1SR, except that the Property Owner shall only he released from this Agreement after the successful completion of all improvements required under this Agreement, which may he completed by County after accessing Property Owner's collateral if Property Owner fails to complete such improvements. 5.0 Revocation of I JSR: Property Owner acknowledges that failure to comply with the material terms of this Agreement constitutes cause to revoke the ('SR. and County may exercise this option in its sole reasonable discretion by proceeding with revocation tinder the then current provisions of the 55 eld County Code. 4.0 ('aunts Completion of Improvements r' Accessing Collateral: County reserves the right to access any collateral provided by Property Owner in order to complete the improvements required under this Agreement, if Property Owner fails to do so for any reason, after receiving notice of a violation of the terms of this Agreement as provided herein. 5.0 Court action: Upon notice of violation and failure to cure within the time permitted by this Agreement, County may seek relief in law or equity by filing an action in the Weld District Court, except that no such civil action or order shall he necessary to access collateral for the purpose of completing improvements as described above. C. Miscellaneous Provisions. 1.0 Definitions:: 1.1 All references in this Agreement to "County Engineer" shall refer to the any individual or individuals appointed by the County Engineer to act on his/her behalf 1.2 All references to "Ifaul Routes" include identified travel routes for subdivisions; references to "haul vehicles" include subdivision vehicular traffic, as applicable. Pape 9 ol 12 ner" shall include any individual or entity. including, an ti the Property ()wrier regarding this Agreement. 2.0 Successors and Assigns: This Agreement may not he delegated. transferred or assigned in whole or in part by Proper= Owner without the express written consent of ('ounty and the written agreement of the party to whom the obligations under this Agreement are assigned. Property Owner's release of its obligations shall he accomplished by County's execution of a new improvements Agreement with the successor owner of the property. Consent to a delegation or an assignment will not he unreasonably withheld or delayed hy° County. County's rights and obligations under this Agreement shall automatically he delegated, transferred or assigned to any municipality which, by and through annexation proceedings, has assumed jurisdiction and maintenance responsibility over the roads affected by this Agreement. All of the terms and conditions set forth in this Agreement shall he binding upon the heirs, executors, personal representatives, successors and assigns of Property Owner, and upon recording_ by the County, shall be deemed a covenant running with the land herein described. 3.0 Governmental Immunity: No term or condition of this agreement shall be construed or interpreted as a waiver, express or implied. of any if the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-10l et seq., as applicable now or hereafter amended. 4.0 No Third Party Beneficiiaf nfitrcement: It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights ()faction relating to such enforcement, shall he strictly reserved to the undersigned parties. and nothing contained in this Agreement shall give or allow any claim or right of action whatsoever by any other person or entity not included in this Agreement, It is the express intention of the undersigned parties that any person or entity, other than the undersigned parties, receiving services or benefits under this Agreement shall be an incidental beneficiary only. 5.0 Entire Agreement/Modifications: This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may he changed or supplemented only by a written instrument signed by both parties. 6.0 Board of County Commissioners of Weld CounApprov�al: This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Viceld County, Colorado or its designee. 7.0 Choice of Law/Jurisdiction: Colorado law, and rules and regulations established pursuant thereto, shall he applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall he null and void. In the event of a legal dispute between the parties, Property Owner agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 8.0 Severability: If any term or condition of this Agreement shall be held to he invalid, illegal. Pace ►0 , 12 or unenforceable by a court of competent jurisdiction. this Agreement shall he construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. t).0 Attorneys Fees I ecal Costs: In the event of a dispute between Counts and Contract Professional, concerning this Agreement. the parties agree that each party shall he responsible for the payment of attorney fees and'or legal costs incurred by or on its own behalf. 111.11 lBinding Arbitration Prohibited: Weld County does not agree to binding arbitration by any extrajudicial hods or person. Ann provision to the contrary in this Agreement or incorporated herein by reference shall he null and void. 11.0 Authority to Sign: Each person signing this Agreement. and associated Exhibits, represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery (tithe Agreement and the performance of such party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms. Ef requested by the County. Property Owner shall provide the County with proof of Property Owner's authority to enter into this Agreement within live (5) days of receiving such request. IN WITNESS WIll ROOF, the parties hereto have caused this Agreement to he executed on the day and year first above written. PROPERTY OWNERS: SIGNA 11 PRINTED NAME TITLE LEA' (If Applicable l. 0 r E k1tthc ,. STA 10 OF (Y>l.ORn[) County lrf WU- The foregoing instrument was acknowledged before me this IL day of .1 Lfd5.2016, Cm6 /VC -E./7_ by WITNESS my hand and official seal. LESSEE Of .Applicable): SIGNATURE; PRIM Ill) NAME TITLE; SS. 'uhlic LA BONES State, of Oklanor, - e a My Commission Expires Jonuory 24, 2017 4207570 Pages: 11 of 16 05/31/2016 02:14 PM R Fee:50.00 Carty Koppes Clerk and Recorder Weld County. CO �I�� HIRt �rl�, Page II .,t 12 S-1AIFOFCOI .( RAI)O Counts of Weld umcnt was acknowledged before me this day of , 2016, WITNESS my hand and official seal. Al TEST: Weld C' BY: Depot APPROV 1. BOARD O1' COI'NTY COMMISSIONERS WELD COUNTY. COLORADO k,.. RISA SKI5,W6R Rlue c)rwila Wes,Improvemenls 4207570 Pages: 12 of 16 05/31/2016 02:14 PM R Fee:$0.00 Carly Koppes Clerk and Recorder Weld County. CO mu 10:1u,c1 E Ilk N'llY11i it i Page 12 of 12 EXHIBIT A - Cost Sheet (OFT -SITE) tm ftFacility: Lucerne West F'ilina/f acetf: USR15-006$ t,oeation: WCR66 btwn 43 & 45 Personnel Contact: Name Warner Bradley "Title: Project Manager Phone: 405-421-0152 Intenduo to be kgrrlly boned, the undersigned Applicant hereby pgy.ce ter Provide throt bout f/tis fnrdth drefi:llawin. int,rrovements. Improvements (OFF -SITE) aye spaces blank where they do not apply) Quantity Units Unit Costs (S) Estimated Construction Cost S I'L?BL.[C WORKS I Site Grading Street Grading Street Base, Gravel for Parking reel Paving Pavement Marking Curbs, Gutters, and Culverts Sidewalk Stormwater/Drainage Facilities Retention / Detention Ponds Road Culvert Grass Lined Swale Ditch Improvements Subsurface Drainage Entrance/Access Improvements Erosion Control Measures/BMP's Road Maint. Collateral (per Sec. E.-7.5) Dust Control (per See. E.-7.5.2) $3,600 no Fire Hydrants Survey, Street Monuments/Boxes PLANNING SERVICES) Parking Area, Curb Stops, Bus Kiosks Street Lighting Street Names Signage Fencing Requirements Landscaping, Seeding, Trees, etc. Park Improvements Handicap Accessibility, Parking & Rails Septic :Systems 4207570 Pages: 13 of 16 05/31/2016 02;14 PM R Fee:$0.00 Carly Koppes Clerk and P.ecorder, Weld County CO RIMITi#1.11111Arilitli.VOCIPAIWX.Iiii, Ill ill SUB -TOTAL: Engineering and Supervision Costs (S) testing, inspechnn, as wilt plans and work iu ad: final plat; supervision of actual construction by contractors) [WT., t;5"t INI.11 ED (()ST Of, IMPROVEMENTS, ENGtNEERt\t; AM) SUPERVISION (Si an $3,600.00 .13600.00 $3,600.00 EXHIBIT A - Cost Sheet (OFF -SITE) - Signature Page The above improvements shall he constructed in accordance with all County requirements and specifications, and conformatice with this provision shall be determined solely by Weld County, or its duly authorized agent. Said improvements shall he completed according to the construction schedule set out in Exhibit B PADzecT. E r4 t By: "Title Applicant Date zo / Date , 21) Title 4207570 Pages: 1'L: 4 of 16 05/31/2016 02:14 PM R Fee:s000 Carly Koddes. Clerk and Recorder. Weld County. CO VIII INFJP:RNI+CliVttilt11,4 LIVIA MIL' MIN, Ill II EXHIBIT II - Time Schedule (ON -SITU) & (OFF -SITE) Name S Subdivision, Pt. D, ISR, RE, SPR: Lucerne West Filugr('asr USR150068Locatio, CRnS b,tw(145_ $. 43 intending to be legoity knnnd. ti;, nude nir nr,l: ippli.mt I; erehy agree, !n pnrvidr !lrr,,ngGmrt rhi+(ncilify the f'1lrnving imprnvrnrenG. Ail improvements shall be completed within 3 years from the date of approval of the final plat. construction of the umprovements listed in Exhibit A shall be completed as follows: Improvements (Leave spaces blank wn re fa, an ttot inn l r (ON-S (OFF-SITE, PI Bf I(' 55 (IRKS,, e Grading eet Graing td:lkT(;lI± s Road Culvert Grass Lined Swale Ditch Improvements Subsurface Drainage Entrance/Access Erosion Control lleasures/BSIP's Fire Hydrants t--- Survey, Street 5lonuments/Il i. es ,PLANNING SERVICES) Parking Area, Curb Stops, Bus Kiosks Street Lighting Street Names Signage Fencing Requirements Landscaping. Seeding, 'Frees, etc. Park Improvements hand ea, Accessibility, Parking & Rails 4207570 16 00 ijeld County. CO IthWillTild SepticSystems Pages: 15 of 05/31/2016 02:14 PM R Fee' Carly Koopes NNClerk andReccorder. ,III �I �a I�t��■ lith'II'f ■66Kill Cifr■ vii ,III 1 Final Completion Date for Vntire Project December, 2018 Time Schedule EXHIBIT B - Time Schedule- Signature Page The County, at its option, and upon the request of the Applicant, may grant an extension of nine for completion tar aoy particular improvements shown above, upon a showing by the Applicant that the ahove schedule cannot he met. Applicant T ,1/414 /AE Title By: Applicant Title 4207570 Pages: 16 of 16 05/31/2016 02:14 PM R Fee:$0.00 Carly Koppes. Clerk and Recorder, Weld County, CO 110 ler1illintailliliggnYiiRPtiA'VitIOVOIDIr i O,\New Version AgreementlExhibits12013\ xh B Time Schedule-FINAL(2013).xlsx 1344 Platte River Midstream, INC. 7800 N Dallas Pkwy, Surte 320 Plano. Texas 75024 PAY rCr tAIE Weld County Public Works ORDER OF Three Thousand Six Hundred and 00'100""""" ...` "".'"- Memo Weld County Public Works PO Box 758 Greeley CO 80632 Permitting -Lucerne Facility Platte River Midstream, INC. Weld County Public Works Date Type Reference 1'25%2016 Bill Permitting Checking O 8 T. T m C°) tD 00 Q U o Y Ca 43 Wells Fargo Bank, N.A. 1!25'2016 $ -3.600 00 DOLLARS 1344 1!25,/2016 Original Amt Balance Due Discount Payment 3 600 00 3 600 00 3,600 00 Check Amount 3.600 00 Permitting -Lucerne Facility 3,600 00 RECEIPT DATE !-14(0 RECEIVED FROM F(& cb em,pe- 1 ols e_ 1 NO. ADDRESS t"< FOR HOW PAID ✓tv 1 4 BY jjll NP�M1T7W:Jlililiil�tlMiI:JFPIM1IS4LN+Wi',M. X101 SITE SPECIFIC DEVELOPMENT PLAN USE BY SPECIAL REVIEW PERMIT DEVELOPMENT STANDARDS PLATTE RIVER MIDSTREAM, INC. USR15-0DSS 41, 01, ORR USE BY SPECIAL REVIEW - USR15-0068 LUCERNE FACILITY PLATTE RIVER MIDSTREAM TRACT OF LAND LOCATED IN PART OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION "' TOWNSHIP 6 NORTH, RANGE 65 WEST OF THE 6TH P.M., COUNTY OF WELD, STATE OF COLORADO LEGAL DESCRIPTION: VICINITY MAP SOILS LEGEND: 51 ELo.Morsnro uroaa rtc s. i x�rwwaHir er""LaFnn, E�uce m �sro�iNeeWm�r rn couim owELo. sureoo coLonnoo PROPERTY OWNER'S APPROVAL: oEs�aEONEHfo H�F"EyE°"�. "n�v?ui�piv y�"�e�oLnr PLANNING COMMISSION CERTIFICATION: rHnr rxE wELo cauxn rwxmxc coMM�ssi W u�o WEs HExfev xecoMMErmTorHE swnD a ox�EEµ, vtw"��ium. caaum. rort,HEw ofvieH�r :HH.xooE,vgO sasry rxwi48'�MLwv BOARD OF COUNTY COMMISSIONERS CERTIFICATION: SHEET INDEX: FxMxrxi: »a.m o.wxa ar. SHEETI COVER SHEET SHEET 2 SRE PLAN SHEET 3 DETAILS SHEET4 LIGHTING PLAN SHEET 6 LIGHTING DETAILS 1 �N IIl4RM6a.lio;iil:V1�16VNdNIYMIYWIWIW! f II USE BY SPECIAL REVIEW - USR15-0068 LUCERNE FACILITY PLATTE RIVER MIDSTREAM A TRACT OF LAND LOCATED IN PART OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 27, TOWNSHIP 6 NORTH, RANGE 65 WEST OF THE 6TH P.M., COUNTY OF WELD, STATE OF COLORADO Fd rmwra.,a+ix,a,-+ww 2 �IIN��/Y.1W', 118CI�4'IYNMGi1Ml671p4gYiIN ti01 WELD COUNTY'S RIGHT TO FARM: USE BY SPECIAL REVIEW - USR15-0068 LUCERNE FACILITY PLATTE RIVER MIDSTREAM TRACT OF LAND LOCATED IN PART OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION "' TOWNSHIP 6 NORTH, RANGE 65 WEST OF THE 6TH P.M., COUNTY OF WELD, STATE OF COLORADO PLATTE RIVER MIDSTREAM LUCERNE PROPOSED STRUCTURE LIST: w Lo�cnn�ox Fw�uorv�rwu�ns N6T. RUNS 01.16.0.6 10 NENT 60666E T6N6 TEN606616, 61.6,69 TOO: 9661,6 TA66 9 LEN. 66.0 LEGEND: oeou�aN�A� NOTE: r;Nts.Et PNINSM,MLLT6=FENfEr6USEO 7.7:6. w �roKEEv�swxrna.�Ns�wxciaase Eaau�racE. 2 06 NEESfNANO PROJECT SIGN_ NOT TO SCALE aws (s ixr.l rwns t�•ixE.i r 9T 6616,60 OIL.. 6631,6_60 ewsnro 6.666 POLE — — — — — va000smoE*ENrioxrwo 0 Cl 60 66060960 066VEL OR 6060 6.6 66060 U � NINON. ,66,6,66,..66 aY+eK oa. a aw 3 �N fVAY'76.i11�81f7'MM,ILIIdN111M@I0.14Y,Wr7, � III ��Fss I�,�,al USE BY SPECIAL REVIEW - USR15-0068 LUCERNE FACILITY PLATTE RIVER MIDSTREAM A TRACT OF LAND LOCATED IN PART OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 27, TOWNSHIP 6 NORH, RANGE 65 WEST OF THE 8TH P.M., COUNTY OF WELD, STATE OF COLORADO ��yoa Fmox xo. or aFcrno ar� n n ninlnn'nln —_f..I `xaaFCFanax. ar aFcaeo xoaFCF I oFaFc ,-- � rt1 © II I I II\ ,aah o I , / � III 1 �� _ ! � �� ,.✓ I II I 1 / II k II I I'll 7 . III // // II M II \� // II(I Ilp \III III 41 blll I� Iii y i1 ^vl ,lava '-J Eas ® - W �K sim.9�➢G. Mouxiwcwox xa/x,Fo DETAIL A" TYPICAL STORAGE TANK LIGHTING ELwF E"xEMFM cuiF. , +arvwFr LL d 4 nu i� �nnl;r�a"ua"i� yaiwti�ar`�iaw �iww� r pi --" irk^°°`... ........a.. USE BY SPECIAL REVIEW - USR15-0068 LUCERNE FACILITY ..�. PLATTE RIVER MIDSTREAM A TRACT OF LAND LOCATED IN PART OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 27, TOWNSHIP 8 NORTH, RANGE 85 WEST OF THE BTH .M., COUNTY OF WELD, STATE OF COLORADO - ,Icuity&a^ds M0IOPHANIF 1 5 Contract Form New Contract Request Entity Information Entity Name. PRM REAL ESTATE HOLDINGS LLC Entity ID* A00047311 Contract Name ASSIGNMENT AND ASSUMPTION OF THE IMPROVEMENTS AND ROAD MAINTENANCE AGREEMENT FOR USR1 5-0068 Contract Status CTB REVIEW ❑ New Entity? Contract ID 7178 Contract Lead JTRUIILLOMARTINEZ Contract Lead Email jtrujillomartinezAweldgov.c om Parent Contract ID Requires Board Approval YES Department Project # Contract Description TWO-PART ASSIGNMENT AND ASSUMPTION OF THE IMPROVEMENTS AND ROAD MAINTENANCE AGREEMENT FOR USR1 5- 0068 FROM PLATTE RIVER MIDSTREAM, LLC TO PLATTE RIVER HOLDINGS, LLC AND PLATTE RIVER HOLDINGS, LLC TO PRM REAL ESTATE HOLDINGS LLC Contract Description 2 Contract Type. AGREEMENT Amount* $0.00 Renewable* NO Automatic Renewal Grant IGA Department PLANNING Department Email CM-Planning@weldgov.com Department Head Email C:M-Planning- DeptHeadgweldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY:UW ELDG OV.COM Requested BOCC Agenda Date' 07 OS; 2023 Due Date 07,01 2023 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? NO If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Review Date " 07 05:'2024 Renewal Date Termination Notice Period Contact Information Committed Delivery Date Expiration Date' 07;`05; 2025 Contact Info Contact Name Contact Type Contact Email Contact Phone I Contact Phone 2 Purchasing Purchasing Approver Approval Process Department Head Finance Approver DAWN ANDERSON CHERYL PATTELLI Purchasing Approved Date Legal Counsel KARIN MCDOIJCAL DH Approved Date Finance Approved Date Legal Counsel Approved Date 07 06,2O23 07'06. 2023 07;' 11:'2023 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 07;12;2023 Originator JTRUJILLOMARTINEZ Tyler Ref # AG 071 223 Hello