HomeMy WebLinkAbout20220682.tiffBOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: BOCC Agenda Item - Approve Re- Assign of Road Maintenance
Agreement for: Pivot Solar 5 LLC — USR1 9-0050
DEPARTMENT: Planning Services
PERSON REQUESTING: Jazmyn Trujillo -Martinez
DATE: February 15, 2022
Brief description of the problem/issue:
The Department of Planning Services received a request from the applicant, Pivot Solar 5, requesting that the
Board of County Commissioners consider approving the Consent to Assignment of Interest in the Road
Maintenance Agreement for (USR19-0050) from Pivot Solar 5 to Nautilus Owner 2021, LLC. No collateral is
required with this agreement.
Weld County Planning Services, Public Works, and the County Attorney's Office have reviewed the above
mentioned signed original Consent to Assignment document and recommends approval of this re -assign.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
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 Departments of Planning Services, Public Works, and the County Attorney's Office are
recommending approval of the Consent to Assignment for USR1 9-0050, and that this item be placed on the next
regularly scheduled BOCC Hearing, as part of the Consent Agenda. ,
ADorove
Perry L. Buck
Mike Freeman, Pro -Tern
Scott K. James, Chair
Steve Moreno
Lori Saine
Schedule
Work Session
Other/Comments:
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PLCDa gm/KR/As)
2022-0682
February 8, 2022
Re: Consent to Assignment of Interest in Road Maintenance Agreement
To Whom It May Concern:
This letter ("Consent") is intended to notify the County of Weld (the "Addressee") that
NSE Camber Solar PS5 LLC ("ASSIGNOR") has assigned all of its right, title, and interest in and
to the "Road Maintenance Agreement According to Requirements During the Construction Period -
Oak Leaf Solar 40 LLC - USR19-0050" between Assignor and Addressee dated as of November
12, 2019 (the "Assigned Agreement") to Nautilus Owner 2021, LLC ("ASSIGNEE"), pursuant to a
bill of sale and assignment entered into between ASSIGNOR and ASSIGNEE dated as October 29,
2021 ("Assignment Agreement"). ASSIGNOR is an affiliate of ASSIGNEE. The address of
ASSIGNEE is set forth below:
Nautilus Owner 2021, LLC
c/o Nautilus US Power Holdco, LLC
396 Springfield Avenue, 2nd Floor
Summit, NJ 07901
ASSIGNOR hereby represents and warrants to Addressee that, upon execution of the
Assignment Agreement by ASSIGNOR and ASSIGNEE, ASSIGNEE (i) accepted and acquired
ASSIGNOR's full right, title and interest in and to the Assigned Agreement, (ii) assumed, and
observes and performs, all of ASSIGNOR's obligations, covenants and duties, and fully discharge
all of ASSIGNOR's liabilities, under the Assigned Agreement in accordance with the terms thereof,
and (iii) be bound by all of the terms and conditions of the Assigned Agreement.
Neither this Consent, nor the Assignment Agreement, creates (or will create) any obligations
or liabilities on the part of the Addressee, nor does this Consent or the Assignment Agreement
amend, waive, modify or alter the Assigned Agreement or any of the Addressee's rights thereunder.
By signing below, the Addressee hereby (i) consents to the assignment of the Assigned
Agreement to the extent required by the terms of the Assigned Agreement, (ii) acknowledges and
agrees that the assignment of the Assigned Agreement will not constitute a breach or default under
the Assigned Agreement, (iii) waives any right of termination or other remedy under the Assigned
Agreement to which the Addressee might otherwise be entitled as a result of the assignment of the
Assigned Agreement and (iv) acknowledges and agrees that upon the execution of the Assignment
Agreement, the Assigned Agreement will continue in full force and effect in accordance with the
terms and conditions set forth therein.
[Signature Page Follows]
4807225 Pages: 1 of 2
03/03/2022 10:48 AM R Fee:$0.00 D Fee:$0.00
Carly Koppes, Clark and Recorder, Weld County , CO
ASSIGNOR represents and warrants that the officer signing onits behalf is duly
authorized to bind it to the representations, warranties, covenants and agreements made herein.
ASSIGNOR
NSE Camber Solar PS5 LLC
By: 0
Name: Jeffrey Cheng
Title:
President
ASSIGNEE represents and warrants that the officer signing onits behalf is duly
authorized to bind it to the representations, warranties, covenants and agreements made herein.
ASSIGNEE
Nautilus Owner 2021, LLC
By:
Name: Courtney Matsuishi
Title: Secretary
Agreed and accepted by the Addressee:
The County of Weld
By: 4/ —
Name: Scott K. James
Title: BOCC Chair
Date: FEB 2 8U22
4807225 Pages: 2 of 2
03/03/2022 10:48 AM R Fee:$0.00 D Fee:$0.00
Carly Koppes, Clerk and Recorder, Weld County , CO
VIII I��WI�l+�dl'Ii'� M�Y�I�i��LPL�'�I�'�41 Y4yJti 11 111
Consent to Assignment - Ps5 Road
Maintenance Agreement (2.8.22)
Final Audit Report 2022-02-08
Created: 2022-02-08
By: Brett Smith (bsmith@nautilussolar.com)
Status: Signed
Transaction ID: CBJCHBCAABAAzNhOZhhFRHCc-FMPIvgANMwksahD-uXW
"Consent to Assignment - Ps5 Road Maintenance Agreement (2.
8.22)" History
Document created by Brett Smith (bsmith@nautilussolar.com)
2022-02-08 - 7:05:40 PM GMT- IP address: 67.188.192.26
-► Document emailed to Courtney Matsuishi (courtney@nautilussolar.com) for signature
2022-02-08 - 7:06:09 PM GMT
Email viewed by Courtney Matsuishi (courtney@nautilussolar.com)
2022-02-08 - 8:06:24 PM GMT- IP address: 104.47.56.126
rv'® Document e -signed by Courtney Matsuishi (courtney@nautilussolar.com)
Signature Date: 2022-02-08 - 8:07:02 PM GMT - Time Source: server- IP address: 99.82.226.51
P4 Document emailed to Jeffrey Cheng (Jeff@nautilussolar.com) for signature
2022-02-08 - 8:07:05 PM GMT
Email viewed by Jeffrey Cheng (Jeff@nautilussolar.com)
2022-02-08 - 8:12:30 PM GMT- IP address: 104.47.57.126
dp Document e -signed by Jeffrey Cheng (jeff@nautilussolar.com)
Signature Date: 2022-02-08 - 8:12:46 PM GMT - Time Source: server- IP address: 98.37.244.251
Q Agreement completed.
2022-02-08 - 8:12:46 PM GMT
Adobe Sign
New Contract Request
Entity Information
Entity Name* Entity ID ❑ New Entity?
PIVOT SOLAR 5 LLC D00042160
Contract Name * Contract ID Parent Contract ID
REASSIGN ROAD MAINTENANCE DURING CONSTRUCTION 5616
AGREEMENT FROM PIVOT SOLAR TO NAUTILUS OWNER
Contract Lead * Requires Board Approval
2021 LLC USRI 9-0050 YES
JTRU_IILLOMARTINEZ
Contract Status
CTB REVIEW
Contract Lead Email Department Project
jtrujiIIomartinez weldgov.c
om
Contract Description *
REASSIGN ROAD MAINTENANCE DURING CONSTRUCTION AGREEMENT FROM PIVOT SOLAR TO NAUTILUS OWNER 2021 LLC
USR19-0050 NO COLLATERAL REQUIRED
Contract Description 2
Contract Type *
Depamnent
AGREEMENT
PLANNING
Amount*
Department Email
$0.00
CM-Planning@weldgov.com
Renewable
Department Head Email
NO
CM-Planning-
DeptHead�oweldgov.com
Automatic Renewal
County Attorney
Grant
GENERAL COUNTY
ATTORNEY EMAIL
ICA
County Attorney Email
CM-
COU NTYATTO RN EYCWELDG
OV.COM
if this is a renewal enter
previous Contract ID
If this is part of a MSA enter MSA Contract ID
Requested BOCC Agenda Due Date
Date* 02242022
02282022
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be included?
NO
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 * Renewal Date
02 28, 2023
Termination Notice Period Committed Delivery Date Expiration Date
0.-',,28,,'2024
Contact Information
Contact Info
Contact Name
Purchasing
Purchasing Approver
Approval Process
Department Head
TOM PARKA JR.
DH Approved Date
02:17.2022
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
02,28,+2022
Originator
JTRUJ I LLOMARTI NEZ
Contact Type
Contact Email
Contact Phone I Contact Phone 2
Purchasing Approved Date
Finance Approver
CHRIS L "OVIDIO
Finance Approved Date
02,22,2022
Tyler Ref #
AG 022822
Legal Counsel
KARIN MCDOUCAL
Legal Counsel Approved Date
02 22'2022
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