HomeMy WebLinkAbout20223605.tiffRESOLUTION
RE: APPROVE RELEASE OF PROJECT COLLATERAL AND ACCEPT WARRANTY
COLLATERAL FOR ACCESS PERMIT, AP21-00535 - CEDAR CREEK II, LLC / BP
WIND ENERGY NORTH AMERICA, INC. / CEDAR CREEK II WIND ENERGY, LLC
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, on May 19, 2010, the Weld County Board of Commissioners approved
Use by Special Review Permit, USR-1723, for Cedar Creek II, LLC, do BP Wind Energy North
America, Inc., Attn: David Gonzalez, 700 Louisiana Street, 33rd Floor, Houston, Texas 77002, for
a Major Facility of a Public Utility (a wind energy facility with a generating capacity up to 250.8
megawatts [MW] along with a 230 -kilovolt [kV] electric transmission line, an interconnection facility
to tie into an existing 72 mile transmission line, existing collector transmission lines, up to five [5]
permanent 80 meter meteorological towers, one [1] substation, an operations and maintenance
building/facility, along with one [1] temporary batch plant and construction facility) in the
A (Agricultural) Zone District on the following described real estate, to wit:
Wind Energy Facility:
Section 6, Township 10 North, Range 57 West; Sections 1, 2, 3, 4,
and 5, Township 10 North, Range 58 West; Sections 5, 6, 8, and
17, Township 11 North, Range 56 West; Sections 1, 2, 3, 5, 6, 7, 8,
9, 10, 11, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 26, 27, 28, 29, 30,
31, 32, and 33, Township 11 North, Range 57 West; Sections 3, 4,
10, 11, 12, 13, 14, 15, 16, 24, 25, 27, 34, and 36, Township 11
North, Range 58 West; Sections 28, 32, and 33, Township 12 North,
Range 56 West; and Sections 34 and 36, Township 12 North,
Range 57 West of the 6th P.M., Weld County Colorado
Transmission Line:
Sections 1, 2, 3, 4, 5, 7, 8, and 9, Township 10 North, Range 58
West; Sections 4, 9, 10, 11, and 12, Township 10 North, Range 59
West; Sections 5 and 6, Township 10 North, Range 59 West;
Section 2, Township 10 North, Range 60 West; Section 7,
Township 11 North, Range 57 West; Sections 12, 13, 24, 25, and
36, Township 11 North, Range 58 West; Sections 31 and 32,
Township 11 North, Range 59 West; and Sections 35 and 36,
Township 11 North, Range 60 West of the 6th P.M., Weld County,
Colorado
4878304 Pages: 1 of 3
01/24/2023 03:03 PM R Fee:$0.00
Carly Kappa', Clark and Recorder, Wald County , CO
I'll INFJP1 Milin41L'kEI w A IRllMM t YID III 111
CC: PL(TP/MN /DA /xm/KR)
01 /27/23
2022-3605
PL2059
RELEASE PROJECT COLLATERAL AND ACCEPT WARRANTY COLLATERAL
(AP21-00535) - CEDAR CREEK II, LLC / BP WIND ENERGY NORTH AMERICA, INC. / CEDAR
CREEK II WIND ENERGY, LLC
PAGE 2
WHEREAS, on October 20, 2021, pursuant to certain Conditions of Approval, the Board
approved an Improvements and Road Maintenance Agreement According to Policy Regarding
Collateral for Improvements, between the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, and Cedar Creek II, LLC, BP Wind Energy
North America, Inc., and Cedar Creek II Wind Energy, LLC, with further terms and conditions
being as stated in said agreement, and accepted project collateral in the form of two (2) bonds
representing total collateral required for off -site improvements in the amount of $3,000,000.00,
split evenly between the two funding parties, BP Wind Energy North America, Inc., in the form of
Performance Bond #285067599, in the amount of $1,500,000.00, and Cedar Creek II Wind
Energy, LLC, in the form of Performance Bond #285065197, in the amount of $1,500,000.00, both
issued by Liberty Mutual Insurance Company, 175 Berkeley Street, Boston,
Massachusetts 02116, and
WHEREAS, the Department of Planning Services received a request from
Katherine Garland, Cedar Creek II, LLC, that the Board of County Commissioners release the
currently held project collateral, in the total amount of $3,000,000.00, by full release of
Performance Bond #285065197, in the amount of $1,500,000.00, and accept warranty collateral
in the form of Bond Rider #285067599, to Performance Bond #285067599, in the amount of
$1,500,000.00, guaranteed by Liberty Mutual Insurance Company, 175 Berkeley Street, Boston,
Massachusetts 02116, decreasing the amount of $3,000,000.00 by $2,550,000.00 to
$450,000.00, to be held for the duration of the two (2) year Warranty Period, and
WHEREAS, staff from the Weld County Departments of Public Works and Planning
Services have conducted a site inspection and recommend full release of project collateral and
acceptance of warranty collateral for the aforementioned off -site improvements, and
WHEREAS, upon recommendation of staff, the Board deems it advisable to release the
currently held project collateral, in the total amount of $3,000,000.00, by full release of
Performance Bond #285065197, in the amount of $1,500,000.00, and accept warranty collateral
in the form of Bond Rider #285067599, to Performance Bond #285067599, in the amount of
$1,500,000.00, guaranteed by Liberty Mutual Insurance Company, 175 Berkeley Street, Boston,
Massachusetts 02116, decreasing the amount of $3,000,000.00 by $2,550,000.00 to
$450,000.00, to be held for the duration of the two (2) year Warranty Period, as stated above,
copies of which are attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that Performance Bond #285065197, in the amount of $1,500,000.00,
guaranteed by Liberty Mutual Insurance Company, be, and hereby is, released, and warranty
collateral in the form of Bond Rider #285067599, to Performance Bond #285067599, in the
amount of $1,500,000.00, guaranteed by Liberty Mutual Insurance Company, 175 Berkeley
Street, Boston, Massachusetts 02116, decreasing the amount of $3,000,000.00 by $2,550,000.00
to $450,000.00, to be held for the duration of the two (2) year Warranty Period, be, and hereby is,
accepted.
4878304 Pages: 2 of 3
01/24/2023 03:03 PM R Fee:$0.00
Carly Kappa', Clerk and Recorder, Weld County , CO
VIII FOCH Wriirlial I NA NNJ+i OW I h "Ill
2022-3605
PL2059
RELEASE PROJECT COLLATERAL AND ACCEPT WARRANTY COLLATERAL
(AP21-00535) - CEDAR CREEK II, LLC / BP WIND ENERGY NORTH AMERICA, INC. / CEDAR
CREEK II WIND ENERGY, LLC
PAGE 3
BE IT FURTHER RESOLVED by the Board that the Clerk to the Board be, and hereby is,
directed to return said project collateral to the appropriate issuing party.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 28th day of December, A.D., 2022.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: d..ithio JCalto•„k
Weld County Clerk to the Board
BY:
APPROVED AS TO FOR
���
A Cou y Attorney
Date of signature: 01 /13/23
4878304 Pages: 3 of 3
01/24/2023 03:03 PM R Fee:$10.00
C.r1Y Koppos, C1.rk and R.cord.r, W.ld County , CO
Scott K. James, Chair
EXCUSED
Mike Freeman, Pro-Tem
EXCUSED
Perry L. Buck
2022-3605
PL2059
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: BOCC Agenda Item — Full Release of Project Collateral and Acceptance of Warranty
Collateral for: Cedar Creek II, LLC — AP21-00535
DEPARTMENT: Planning Services DATE: December 5, 2022
PERSON REQUESTING: Jazmyn Trujillo -Martinez
Brief description of the problem/issue:
The Department of Planning Services received a request from Cedar Creek II, LLC, requesting that the Board of County
Commissioners reduce the currently held project collateral for Cedar Creek II, LLC in the amount of $3,000,000.00_ Warranty
collateral in the amount of $450,000.00 is required to be held for the duration of the two-year Warranty Period. Cedar Creek
II, LLC is asking for Performance Bond #285065197 issued by Liberty Mutual Insurance Company be released fully and
warranty collateral be accepted in the form of a Bond Rider. Cedar Creek II, LLC has provided the Warranty Collateral in
the form of a Bond Rider to the original Performance Bond No. 285067599, issued by Liberty Mutual Insurance Company.
Weld County Planning Services and Public Works Departments performed a site inspection, at the above -mentioned site,
and observed the following:
• All items on Exhibit A, of the Improvements Agreement According to Policy Regarding Collateral for Improvements
Document Tyler #2021-2976, have been completed and are found to be acceptable.
The County Attorney's Office has reviewed the Improvements Agreement and Collateral requirements and recommends
this full release of project collateral and acceptance of warranty collateral.
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 Regular Agenda.
Weld County Collateral List:
Cedar Creek II, LLC / BP Wind Energy North America, Inc. /
Cedar Creek II Wind Energy, LLC — AP21-00535 (PL2059, #2021-2976)
Improvements and Road Maintenance Agreement
Approved 10/20/21 — Contract ID 5285
Two (2) bonds representing total collateral required for off -site improvements
In the amount of $3,000,000.00, split evenly between the two funding parties,
BP Wind Energy North America, Inc. in the form of Performance Bond
#285067599 issued by Liberty Mutual Insurance Company, 175 Berkeley St,
Boston, Massachusetts 02116 AND $1,500,000.00
Cedar Creek Ii Wind Energy, LLC, in the form of Performance Bond
#285065197 issued by Liberty Mutual Insurance Company (Same address
As above) $1,500000.00
$3,000,000.00
TOTAL COLLATERAL
Recommendation:
The Departments of Planning Services, Public Works, and the County Attorney's Office are recommending approval of the
full release of project collateral and acceptance of warranty collateral for Cedar Creek II, LLC (AP21-00535) and this item
be placed on the next regularly scheduled BOCC Hearing Agenda, as part of the Regular Agenda.
Approve
Schedule
Rem mendation Work Session Other/Comments:
Perry L. Buck
Mike Freeman, Pro-Tem
Scott K. James, Chair
Steve Moreno
Lori Saine
2022-3605
it/fl PL2039
Karla Ford
From:
Sent:
To:
Subject:
Approve
Mike Freeman
Tuesday, December 6, 2022 3:48 PM
Karla Ford
Re: Please Reply - BOCC PA REVIEW - AP21-00535 - Cedar Creek II
Sent from my iPhone
On Dec 6, 2022, at 3:17 PM, Karla Ford <kford@weldgov.com>wrote:
Please advise if you approve recommendation. Thanks!
Karla Ford X
Office Manager, Board of Weld County Commissioners
1150 O Street, P.O. Box 758, Greeley, Colorado 80632
:: 970.336-7204 :: kford c 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 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 hove 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@weldgov.com>
Sent: Tuesday, December 6, 2022 1:14 PM
To: Cheryl Hoffman <choffman@weldgov.com>; Daniel Mesa <dmesa@weldgov.com>; Dawn Anderson
<dranderson@weldgov.com>; Esther Gesick <egesick@wetdgov.com>; Karla Ford
<kford@weldgov.com>; Tom Parko Jr. <tparko@weldgov.com>
Subject: BOCC PA REVIEW - AP21-00535 - Cedar Creek II
ATTACHED BOCC PA REVIEW
Improvements Agreement: Release Project Collateral and Accept Warranty Collateral
Case/Applicant: AP21-00535 - Cedar Creek II, LLC
Please note: Regular Agenda
Thank you Karla!!
Best,
Jazmyn Trujillo -Martinez
Development Review
Weld County Planning Services
1555 North 17th Avenue
Cheryl Hoffman
From:
Sent:
To:
Subject:
Attachments:
Jazmyn Trujillo Martinez
Tuesday, December 6, 2022 1:14 PM
Cheryl Hoffman; Daniel Mesa; Dawn Anderson; Esther Gesick; Karla Ford; Tom Parko Jr.
BOCC PA REVIEW - AP21-00535 - Cedar Creek II
Signed PA & Releasee to Warranty Cedar Creek II AP21-00535.pdf
ATTACHED BOCC PA REVIEW
Improvements Agreement: Release Project Collateral and Accept Warranty Collateral
Case/Applicant: AP21-00535 - Cedar Creek II, LLC
Please note: Regular Agenda
Thank you Karla!!
Best,
Jazmyn Trujillo -Martinez
Development Review
Weld County Planning Services
1555 North 17`h Avenue
Greeley, CO 80631
(970) 400-3711
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.
1
CLERK TO THE BOARD
A Tria
ta
[
February 1, 2023
Ms. Katherine Garland, PE
BP Wind Energy North America Inc
201 Helios Way
Houston TX 77079
RE: Release Project Collateral in the form of Performance Bond #285065197
and Accept Warranty Collateral in the form of General Purpose Rider to be
attached to Performance Bond #285067599 decreasing the amount of
$3,000,000.00 by $2,550,000.00 to $450,000.00 — AP21-00535 —
Cedar Creek II, LLC / BP Wind Energy North America, Inc. / Cedar
Creek II Wind Energy, LLC
Dear Ms. Garland:
PHONE: (970)400-4227
FAX: (970) 336-7233
1150 O STREET
P. O. BOX 758
GREELEY, CO 80632
Attached please find a copy of the Board of County Commissioner's Resolution, dated
December 28, 2022, authorizing the reduction of the bond amount from the original amount of
$3,000,000.00 to $450,000.00 for the two (2) year warranty period.
If you have any questions, please contact me at (970) 400-4227, or email me at
choffman@weldgovcome
V- truly yours,
Cheryl L. ? offciian
Deputy Clerk to the Board
Enclosure
cc: Dawn Anderson and Jazmyn Trujillo -Martinez, Department of Planning Services
Tom Parko and Chris Gathman, Department of Planning Services
Clerk to the Board File PL2059
CLERK TO THE BOARD
PHONE: (970)400-4227
FAX: (970) 336-7233
1150 O STREET
P. O. BOX 758
GREELEY, CO 80632
February 1, 2023
Ms. Jessica Green
AEP Renewables
1 Riverside Plaza — Floor 27
Columbus, OH 43215
RE: Release Project Collateral in the form of Performance Bond #285065197
and Accept Warranty Collateral in the form of General Purpose Rider to be
attached to Performance Bond #285067599 decreasing the amount of
$3,000,000.00 by $2,550,000.00 to $450,000.00 — AP21-00535 —
Cedar Creek II, LLC / BP Wind Energy North America, Inc. / Cedar
Creek II Wind Energy, LLC
Dear Ms. Green :
Attached please find four (4) originals of Performance Bond #285065197 which have been
released and a copy of the Board of County Commissioner's Resolution, dated
December 28, 2022, authorizing the release and cancellation of Performance Bond #285065197
in the amount of $1,500,000.00 through Liberty Mutual Insurance Company.
If you have any questions, please contact me at (970) 400-4227, or email me at
choffman@weldgov. om.
er truly yours,
Cheryl L. Ho r man P i
Deputy Clerk to the Board
Enclosure
cc: Katherine Garland, BP Wind Energy North America, Inc.
Dawn Anderson and Jazmyn Trujillo -Martinez, Department of Planning Services
Tom Parko and Chris Gathman, Department of Planning Services
Clerk to the Board File PL2059
Bond No. 285065197
BOARD OF COUNTY
LULLq I tK/AL
RELEASED NO by Board of WeId�NGER REQUIRED
date;i'�� j�3 oGnty Commissioners
by:
KNOW ALL PERSONS BY In,.
, LLC, 1 Riverside Plaza, Columbus,
company,, organized under the laws of the State of De±aw,...._
principA4 office located at 1 Riverside Plaza, Columbus, OH 4
hereinaft'er called "Principal", and Liberty Mutual Insurance
of 175 Ber\eley Street, Boston, MA 02116, hereinafter calle•
are held an firml bound unto Board of County Commissioner
Y
Count
, Color
do, on behalf of Weld County, Colorado, he
3
5,
ompany,
"Surety"
s of Weld
inafter
called "Obligee" in the full and penal sum of One Milli•. Five Hundred
Thousand and 00/ 00 ---Dollars ($1,500,000.00), lawful oney of the
United States for he payment of which well and trul made, we bind
ourselves, our heir, administrators, successors a '+ assigns, jointly
and severally, firml by these presents.
WHEREAS, the abov--bound Principal has o• ained or is about to
obtain from the Obligee a land use permit, na'ely AP21-00535, and
pursuant to the requiremen of said permit, has entered into an
Improvements Agreement, date ,• September 17 2021, with Obligee, and
WHEREAS, The Improvements"\Agreeme►t requires Principal to obtain
a performance bond in an amount 'qual o the total cost of the
improvements for which Principal ie responsible and naming Obligee as
beneficiary, and
WHEREAS, the value of improvements for which Principal is
responsible equals One Million ive Hundred Thousand and 00/100---,
($1,500,000.00), and
WHEREAS, at completion of the Project ollateral phase of the
Agreement, the amount of his Bond shall be r_duced, by rider, to 15%
of the original amount ► roughout the Warranty ollateral phase of the
Bond, and shall be he in total by the County f r two (2) years
following its writte► acceptance of the improvemen (s).
NOW, THEREFORE, .'HE CONDITION OF THIS OBLIGATION IS SU H, that if
Principal shal well, truly and faithfully perform its ties, and all
of its undert..kings, covenants, terms, and conditions as et forth in
the Improve .-nts Agreement, and if Principal shall satisfy 11 claims
and demand : set forth in said agreement, and shall fully ind'mnify and
save har ess Obilgee from all costs and damages which it may Nsuffer by
reason •,f Principal's failure to perform as agreed, and shall r imburse
and re ay Obligee all outlay and expense which Obligee may incur in
maki•g good any default, then this obligation shall be null and void;
P'•VIDED FURTHER, that if Principal shall default in any of its
••ligations set forth in the Improvements Agreement, and thereafter
fail to fully indemnify and save harmless Obilgee from all costs and
damages which it may suffer by reason of said default, this obligation
shall remain in full force and effect;
L VLLp
\,\ PROVIDED FURTHER, regardless RELEASED
� �l`��L�ars this Bond is in force, or ftif :�
the number of continuation cent L as ' , tv of the Surety
\\\\shall fQ NQ
s a 1 not be cumulative in amoi �V�/a n no event ,�
exceed the amount set forth ab dates
C�(-Int LONGER f
y co REQv
/if
mrn�ssi �RED
S9VIDED FURTHER that Sur- ohE.'I' byby, s Dana
ag ees that no change, ext /
epu ��
ter of the Improvements ty C1/ktotIer.
there' nder, shall in any way at r•c,,
it doe hereby waive notice of any such' uli._..
alterati\n or addition to the terms of the Improves,
PROVI ED FURTHER, this bond is NONCANCELLABLE, and 4011 renew
annually aut atically, from the date of this bond until its release by
Obligee, to gu rantee that Principal shall well, truly and faithfully
perform its duties, and all of the undertakings, covenants, terms, and
conditions set fo th in the Improvements Agreement, and any extensions
thereof which may granted by Obligee with or without notice to
Surety.
The parties to this Pe ormance Bond acknowledge that through the
Improvements Agreement, ligee reserves the right to require Principal
to obtain_ a different Per rmance Bond from a'financial institution
other than Surety in the ev nt that the rating of Surety by AM Best
falls below a B+ rating.
1
IN WITNESS WHEREOF, this instru -nt is xecuted in four (4)
counterparts, each one of which shall/ e deemed an original, this 17th
day of September, 2021. '
r—DocuSigned by:
Sant, snid-61Listty
Witness
(SEAL)
t0ess\ as to Surety
775 Yard reet, Suite 200
Columbus/ OH 43212 Address
C ar Creek II Wind Energy, LLC
Pri cipal
By:
r='OocuSigned by:
yrd tpancxe.n.
3cAFD2G 18.30\40b..
VP
Title
Liberty Mutual \assurance Company
Surety
By:
Paula M. Eby, Attorney\irpf Fact
175 Berkeley Street
Boston, MA 02116
Address
IM'ORTANT: Surety company executing bond must appear on the Treasury
partmen�'s most current list (Circular 570 as amended) and be authorized
to transact business in the State of Colorado.
Bond must be accompanied with Attorney -in Fact's authority from the surety
company certified to include the date of the bond.
This Power of Attorney limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated. Not
valid for mortgage, note, loan, letter of credit, bank deposit, currency rate, interest rate or residual value guarantees. For bond andior Power of Attorney (POA) verification
wr inquiries, please call 610-832 Lt mail HOSUR@libertymutual.com.
L�q
.. �� di
�qL
LibertyLiberty Mutual A se
The Ohio Cas f �/� NO
ZYlutuaLWest Americ d� 227
NGt �CO R!EQUIRS4IRETY PO1NF m!ss/0�a
�Y. ners by Pin
and
KNOWN ALL PERSONS BY THESE PRESENTS: That The Ohio Casualty Ins
Mutual Insurance Company is a corporation duly organized under the laws of i. de�Uty C/
the laws of the State of Indiana (herein collectively called the "Companies"), pursuant RA „I, _ , . K tO e
of the city of Columbus , state of OH its true and lawful attorney -in -fact, with fur rovraGs.
surety bond:
Principal Name: Cedar Creek II Wind Energy, LLC
•
Obligee Name: Board of County Commissioners of Weld County, Colorado
Surety Bond Number: 285065197
Bond Amount: See Bond Form
IN WITNESS WHEREOF. this Pcwer of Attorney has been subscribed by an authorized officer or official of the Companies and the corporate seals of the Companies have been affixed
thereto this 12th day of March, 2021.
STATE OF PENNSYLVANIA
COUNTY OF MONTGOMERY
SS
By:
The Ohio Casualty Insurance Company
Liberty Mutual Insurance Company
Wes merican insurance Company
David M. Carey, Assistant Secretary
On this 12th day of March, 2021, before me personally appeared David M. Carey,\who acknowledged himself to be the Assistant Secretary of Liberty Mutual Insurance Company, The
Ohio Casualty Company, and West American Insurance Company, and that he. as subh, being authorized so to do. execute the foregoing instrument for the purposes therein contained
by signing on behalf of the corporations by himself as a duly authorized officer. \
4..
iN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at Kim of Prussia. Pennsylvania. on the day and year first above written.
• Commonwealth of Pennsylvania Notary Seat
Teresa Pastella, Notary Public \,
Montgomery County
My commission expires. March 28, 2025
Commission number 1126O44
\ By:
T l AY Net Members Pennsylvania Association of Notaries
Teresa Pastella, Notary Public
This Power of Attomeris'made and executed pursuant to and by authority of the following by-laws and Authonzatrons of Liberty Mutual Insurance Company, I he Ohio Casualty Insurance
Company, and West American Insurance Company which resolutions are now in full force and effect reading as follows:
ARTICLE IV - OFFICERS - Secton 12. Power of Attorney. Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President, and
subject to such limitation as the Chairman or the President may prescribe, shall appoint such attorneys -in -fact, as may be'necessary to act in behalf of the Corporation to make, execute.
seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such,attorneys-in-fact, subject to the limitations set forth in theft
respective powers of attorney. shell have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation.
When so executed, such instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attorney -
in -fact under the provisions of this article may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority.
ARTICLE XIII — Execution of Contracts — SECTION 5. Surety Bonds and Undertakings. Any officer of the Company authorized for that purpose in writing by the chairman or the president,
and subject to such limitations as the chairman or the president may prescnbe, shall appoint such attorneys -in -fact, as may be necessary to act in behalf of the Company to make, execute,
seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attomeys-in-fact subject to the limitations set forth in their
respective powers of attorney, sha I ha full power to bind the Company by their signature and execution of any such instruments and to attach thereto the seal of the Company. When
so executed such instruments shal'pe as binding as if signed by the president and attested by the secretary.
Certificate of Designation — ThiPresident of the Company, acting pursuant to the Bylaws of the Company, authorizes David M. Carey, Assistant Secretary to appoint such attorneys -in -
fact as may be necessary toot on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds. recognizances and other surety
obligations.
Authorization - By urp nimous consent of the Company's Board of Directors, the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the
Company, wherevef"appearing oven a certified copy of any power of attorney issued by the Company in connection with surety bonds. shall be valid and binding upon the Company with
the same force and effect as thougi manually affixed.
I, Renee C;,. Llewellyn, the undersigned, Assistant Secretary, of Liberty Mutual insurance Company, The Ohio Casualty Insurance Company, and West American Insurance Company
do hereby,,certify that this power of attorney executed by said Companies is in full force and effect and has not been revoked.
IN TEStIMONY WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this 17th day of September 2021
r
r`
By:
Renee C. Llewellyn. Assistant Secretary
Y
CLERK TO THE BOARD
1150 O STREET
PO BOX 758
GREELEY CO 80632-0758
MS. JESSICA GREEN
AEP RENEWABLES
1 RIVERSIDE PLAZA - FLOOR 27
COLUMBUS OH 43215
SENDER: COMPLETE THIS SECTION
■ Complete items 1, 2, and 3.
■ Print your name and address on the reverse
so that we can return the card to you.
■ Attach this card to the back of the mailpiece,
or on the front if space permits.
Article Addressed to:
ekizaitxre.
7
4se‘enikai pif iti3
111
1111111111111111
HIM
9590 9402 7331 2028 8560 76
i
2. Article Number (Transfer from service label)
7017 11450 0000 9674 6872
PS Form 3811, July 2020 PSN 7530-02-000-9053
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COMPLETE THIS SECTION ON DELIVERY
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C. Date of Delivery
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0 Collect on Delivery Restricted Delivery
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Signature Confirmation
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U.S. Postal Service'M
CERTIFIED MAIL° RECEIPT
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PS Form 3800, April 2015 PSN 7530-02-000-9047
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U.S. Postal Service"
CERTIFIED MAIL° RECEIPT
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❑ Certified Mail Restricted Delivery
❑ Adult Signature Required $
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$
Postage
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PS Form 3800, April 2015 PSN 7530-02-000-9047
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SENDER: COMPLETE THIS SECTION
• Complete items 1, 2, and 3.
• Print your name and address on the reverse
so that we can return the card to you.
• Attach this card to the back of the mailpiece,
or on the front if space permits.
Article Addressed to:
JJcZ7
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9590 9402 7331 2028 8560 76
COMPLETE THIS SECTION ON DELIVERY
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7017 1450 0000 9624 6872
3. Service Type
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PS Form 3811, July 2020 PSN 7530-02-000-9053
ConfirmationTM
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Domestic Return Receipt
Cheryl Hoffman
From:
Sent:
To:
Cc:
Subject:
Cheryl Hoffman
Friday, February 3, 2023 7:40 AM
'Garland, Katherine'
Jazmyn Trujillo Martinez; Cheryl Hoffman
RE: Cedar Creek II, LLC / BP Wind Energy North America, Inc / Cedar Creek II Wind
Energy, LLC - AP21-00535
Perfect, Katherine! Exactly what I'll do.
Have a wonderful Friday and weekend!
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: Garland, Katherine <Katherine.Garland@bp.com>
Sent: Friday, February 3, 2023 7:17 AM
To: Cheryl Hoffman <choffman@weldgov.com>
Cc: Jazmyn Trujillo Martinez <jtrujillomartinez@weldgov.com>
Subject: RE: Cedar Creek II, LLC / BP Wind Energy North America, Inc / Cedar Creek II Wind Energy, LLC - AP21-00535
Caution: This email originated from outside of Weld County Government. Do not click links or open attachments unless you recognize the
sender and know the content is safe.
Good Morning Cheryl!
Please send #285O65197 to Jessica Green with AEP Renewables, 1 Riverside Plaza, Floor 27, Columbus, OH, 43215.
You can send e-mail copies to Jessica (agreen@aep.com) and myself.
Please reach out if you have any other questions.
Thanks!
Katherine
Katherine Garland, PE I bp Wind Project Manager
201 Helios Way I Houston, TX 77079
Direct: +1 (832) 917-1226 I M: +1 (615) 428-5190
From: Garland, Katherine
Sent: Thursday, February 2, 2023 3:28 PM
To: Cheryl Hoffman <choffman@weldgov.com>
Cc: Jazmyn Trujillo Martinez <trujillomartinez@weldgov.com>
Subject: RE: Cedar Creek H, LLC / BP Wind Energy North America, Inc / Cedar Creek II Wind Energy, LLC - AP21-00535
#285065197 should not be sent to Xavier Perez. Please hold that until I find out where to send that one. This was from
AEP.
1
Sorry for the confusion!
Katherine
Katherine Garland, PE I bp Wind Project Manager
201 Helios Way I Houston, TX 77079
Direct: +1 (832) 917-1226 I M: +1 (615) 428-5190
From: Cheryl Hoffman <choffman@weldgov.com>
Sent: Thursday, February 2, 2O23 3:O7 PM
To: Garland, Katherine <Katherine.Garland@bp.com>
Cc: Jazmyn Trujillo Martinez <jtrujillomartinez@weldgov.com>
Subject: RE: Cedar Creek II, LLC / BP Wind Energy North America, Inc / Cedar Creek II Wind Energy, LLC - AP21-OO535
I only have 2 performance bonds. One is Bond #285O65197 which I am returning to Xavier Perez.
The other Performance bond is #285O67599 which will be kept in our safe with the Rider reducing the amount.
There are no other bonds to be returned.
Please address the #s on the bonds instead of the names. The other way is too confusing.
Thanks.
Cheryl L. Hoffman
Deputy Clerk to the Board
1150 0 Street/P.O. Box 758
Greeley, CO 80632
Tel: (970) 400.4227
choffman@weld.gov
From: Garland, Katherine <Katherine.Garland@bp.com>
Sent: Thursday, February 2, 2O23 1:59 PM
To: Cheryl Hoffman <choffman@weldgov.com>
Cc: Jazmyn Trujillo Martinez <'trujillomartinez@weldgov.com>
Subject: RE: Cedar Creek II, LLC / BP Wind Energy North America, Inc / Cedar Creek II Wind Energy, LLC - AP21-OO535
Caution: This email originated from outside of Weld County Government. Do not click links or open attachments unless you recognize the
sender and know the content is safe.
There were 2 bonds issued, one from AEP and one from BP WENA. The one from BPWENA was reduced and changed to
the Project Company name Cedar Creek II, LLC. So the one that you have is the bond from AEP... so that one should be
returned to our A/ partner (AEP). I'm still waiting to find out who it needs to be sent to.
Does that make sense with what have?
Thanks,
Katherine
Katherine Garland, PE I bp Wind Project Manager
201 Helios Way I Houston, TX 77079
Direct: +1 (832) 917-1226 I M: +1 (615) 428-5190
2
From: Cheryl Hoffman <choffman@weldgov.com>
Sent: Thursday, February 2, 2023 2:48 PM
To: Garland, Katherine <Katherine.Garland@bp.com>
Cc: Jazmyn Trujillo Martinez <trujillomartinez@weldgov.com>
Subject: RE: Cedar Creek II, LLC / BP Wind Energy North America, Inc / Cedar Creek II Wind Energy, LLC - AP21-00535
A
i
You don't often get email from choffman@weldgov.com. Learn why this is important
Thank you, Katherine, for the information you provided. So we'll send the BP Bond #285065197 to Xavier Perez at the
address you provided and then send you a copy of the documents by email.
I'm not sure what you mean about trying to get information for the AEP bond? Could you explain what you mean?
The other Performance Bond #285067599 will remain in our files with the Rider #285067599 attached to it decreasing
the bond amount to $450,000.00.
Thanks, Katherine.
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: Garland, Katherine <Katherine.Garland@bp.com>
Sent: Thursday, February 2, 2023 11:09 AM
To: Cheryl Hoffman <choffman@weldgov.com>
Cc: Jazmyn Trujillo Martinez <'trujillomartinez@weldgov.com>
Subject: RE: Cedar Creek II, LLC / BP Wind Energy North America, Inc / Cedar Creek II Wind Energy, LLC - AP21-00535
Caution: This email originated from outside of Weld County Government. Do not click links or open attachments unless you recognize the
sender and know the content is safe.
Hi Cheryl! I am working on gathering the information for us and for AEP's bond as well.
For bp's the preference is to mail the original back to us so that we can handle sending it to our broker. For the BP bond,
please send it to Xavier Perez, 501 Westlake Park Blvd, Low Rise 4th floor, Houston Texas 77079. Let me know if this
works.
An e-mail copy of the document is fine for me, you can send it to me.
Still waiting for AEPs info. Will get back to you when I know.
Thanks,
Katherine
Katherine Garland, PE I BP Workplace Transformation Manager
501 Westlake Park Boulevard I Office 04.646B I Houston, TX 77079
Direct: +1 (832) 917-1226 I M: +1 (615) 428-5190
From: Cheryl Hoffman <choffman@weldgov.com>
Sent: Thursday, February 2, 2023 10:08 AM
3
To: Garland, Katherine <Katherine.Garland@bp.com>
Cc: Cheryl Hoffman <choffman@weldgov.com>; Jazmyn Trujillo Martinez <atrujillomartinez@weldgov.com>
Subject: Cedar Creek II, LLC / BP Wind Energy North America, Inc / Cedar Creek II Wind Energy, LLC - AP21-00535
IYou don't often get email from choffman@weldgov.com. Learn why this is important
Good morning, Katherine.
I left a message on your work phone, but decided I'd email you to for the information I need.
I will need a good contact and address to send the released Performance Bond to the insurance company, since I send it
by certified mail. Could you get that information for me, please?
Additionally, would you like your document copies by email or snail mail?
Just let me know. Thanks for your help, Katherine.
Cheryl L. Hoffman
Deputy Clerk to the Board
1150 O Street/P.O. Box 758
Greeley, C0 80632
Tel: (970) 400.4227
choffman@weld.gov
4
To be attached to and form part of
Bond Number
issued by the
on behalf of
and in favor of
RIDER
‘)trAirrzTglowif
0716g)G7cCn
285067599
LIBERTY MUTUAL INSURANCE COMPANY
BP WINP ENERGY NORTH AMERICA, INC.
(Principal)
BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY,
COLORADO
(Obligee)
Now therefore, it is agreed that in consideration of the premium charged, the attached bond shall
be amended as follows:
The principal name shall be amended:
FROM: BP WIND ENERGY NORTH AMERICA, INC.
TO: CEDAR CREEK II, LLC.
The bond amount shall be amended:
FROM: $ 1,500,000.00
TO:
$ 450,000.00
It is further understood and agreed that all other terms and conditions of this bond shall remain
unchanged.
This Rider is to be Effective this 23rd day of September, 2022.
Signed, Sealed & Dated this 25th day of October, 2022.
CEDAR CREEK II, LLC
(Principal)
By:
LIBERTY MUTUAL INSURANCE COMPANY
(Surety)
By:
ete ki• IL• X4C1 t
andra M. Winsted, Attorney -in -Fact
w m
$3>
Liberty
Mutual.
SURETY
This Power of Attorney limits the acts of those named herein, and they have no authority to
bind the Company except in the manner and to the extent herein slated.
Liberty Mutual Insurance Company
The Ohio Casualty Insurance Company
West American Insurance Company
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS: That Tire Ohio Casualty Insurance Company Is a corporation duly organized under Ere laws of Me State of New Hampshire, that
Liberty Mutual insurance Company is a corporation duly organized under the laws of the Stale of Massachusetts, and West American Insurance Company to a corporal on duly organized
under the laws of the State of Indiana (herein cotecdyey called the 'Companies.), pursuant to and by authority herein set forth, doss hereby name, aonsdhtle and appoint, Christina L.
Sandoval; Christopher T. Moser, Corinne Chapman; Diane M. O'Leary: James B. Ma Tspoao; Jean Torres; Jennifer L. Jekaitis; Jessica B Dempsey; Judith A. Luckyy-
PH sue; Kristin L. Hannigan; Nicholas Kelm; R Parttisan; Samantha Ctlicrki• Sandra M. Nowak; Sandra M. Winged; Susan A. Welsh
Certificate No: 8207154 - 285057
all of the city of Chiealw stale of IL each I y N'
execute, seal, er tnowledge end deliver, for and on Its behalf as surety and as ifs set and deed, any and ap tntth
of these presents and shat be as binding upon the Companies es If they have been duly signed by the ores
persons.
IN WITNESS WHEREOF, this Power of Attorney has been subscribed by an authorized officer or official of the Companies and the corporate seals of the Companies have been affixed
thereto ibis 20th day of January , 2022 .
Stale of PENNSYLVANIA
County of MONTGOMERY "-
On this 20th day of January , 2022 before me personally appeered David M. Carey, who acknowledged himself to be the Assistant Secretary of liberty Mutual Insurance
Company. The Ohio Cesuefy Company, and Waal American Insurance Company, and that he, es such, being authorized so to do, execute the foregoing klsWmertt for the purposes
therein contained by signing on behalf of the
carpotatlons by himself as a duly authorized officer.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at King of Prussia, Pennsylvania, on the day and year first above written.
oneb He true and lawful attorney-in•fact to make,
antes and other surety obligations, in pursuance
secretary of the Companies in their own proper
Liberty Mutual Insurance Company
The Ohio Casualty Insurance Company
West American Insurance Company
Mamtac Ponmr*no4 Ammeme lof Mx..
By:
David M. Carey, Assistant Secretary
By: �� /Q'
Teresa PaateRa, Notary Pubic
This Power of Attorney is made and executed pursuant to and by authority of the following By-laws and Authorizations of The Ohio Casualty Insurance Company, Liberty Mutual
insurance Company, and West American Insurance Company which resolutions are now in full force and effect reading as follows:
ARTICLE N — OFFICERS: Section 12. Power of Attorney.
Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President, and subject to such limitation as the Chairman or the
President may prescribe, shall appoint such attorneys -in -fact, as may be necessary to ad In behalf of the Corporation to make, execute, seal, acknowledge and deliver as surety
any and all undertakings, bonds, recognizances and other surety obligations, Such attorneys -in -fact, subject to the limitations set forth in their respective powers of attorney, shall
have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporator. When so executed, such
instruments shall be as binding es it signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attorney -in -fact under the
provisions of this article maybe revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority.
ARTICLE XIII — Execution of Contracts: Section 5, Surety Bonds and Undertakings.
Any officer of the Company authorized for that purpose in writkng by the ehainnan or the president and subject to such limitations as Ma chairmen or the president may
shall appoint such atto rteys a -furl, as may be necessary to actin behalf of the Company to mate, execute, seal, acknowledge and deliver as surety any and ail undertakkios,
bends, recognizance's ood otter surety abdgatiOns, Such attorneys -Wad subject to the limitations set forth in their reepondo powers cf attorney, shat have full powen to Ond the
Company by their sigrafure and executkm of any such lretrurnents and tO attach thereto the seal of the Company. When so executed such instruments shall be as binding as if
signed by the president and attested by the secretary.
Certificate of Designation — The President of the Company, acting pursuant to the Bylaws of the Company, authorizes David M. Carey, Assistant Secretary to appoint such e -
fact as may be necessary to act on behalf of the Company to make, execute, seat acknowledge and deliver as surety any and all undertakings, bands, recognizahces and other surety
obligations.
Authorization —By unanimous eorr-ant of the Company's Board of Directors, the Company consents that facsimile or mechanically reproduced signature of my assistant smeltery of the
Company, wherever appearing epees oertfasd copy of any power of attorney issued by the Cumpaoy In connection wdh surety bonds, shag be valid ed bindng upon the Company with
the sane force and effect as though manually affixed.
I, Renee C, Llewellyn, the undersigned, Assistant Secretary, Tha Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American insurance Company do
hereby certify that the original power of attorney of which the foregoing is a full, true and correct copy of the Power of Attorney executed by said Companies, is in full force and effect and
has not been revoked.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this car..v day of
LMS-12873 LMIC OCIC WAIL Multi Co 02/21
From: Carland. Katherine
To: jaznwn Truidlo Martinez
Co paton. Fraser; joe Yeagler
Subject: Cedar Creek 2 Repower Pilot Project - Road Maintenance Agreement (AP21-00535) Release of Project Collateral
Date: Friday, September 23, 2022 2:32:42 PM
Attachments: 2022-04-23 Cedar Greek II Statement of Substantial Comolebion - Slanedaf
2022-04-07 Cedar Creek II County Roads - RECORD.pdf
Jazmyn,
Since the construction for the Cedar Creek II Repower Pilot Project is now complete, I would like to
request the release of Project Collateral. Attached to this e-mail are the Statement of Substantial
Completion signed by the Engineer of Record as well as the as -built drawings.
In the coming days, I will work with the bonding agencies to obtain a change to the bond amount
from $3M total to $450,000 total. I will send you a PDF copy once I have it and will mail the originals
to you.
If you need any additional documentation to release this project collateral, please let me know.
Many Thanks,
Katherine
Katherine Garland, PE I bp Wind Project Engineer I
201 Helios Way I Houston, TX 77079
Direct: +1 (832) 917-1226 I M: +1 (615) 428-5190
Jazmyn Trujillo Martinez
From:
Sent:
To:
Cc:
Subject:
Attachments:
Mitch McElmeel
Monday, August 8, 2022 11:45 AM
Garland, Katherine; Lance Marrs
Paton, Fraser; Tyler Kimzey; Jeff Kukowski; tomlif@pbgravel.com; Amy Mutchie; Ryan
Axtman; Luis Morales; Mike Livengood; Dawn Anderson; Jazmyn Trujillo Martinez;
Jennifer Fuller
RE: Cedar Creek II - Post Cap / Final Inspection Notice
Final Inspection Notice - Road Maintenance 8-3-22.pdf
At this time restorations of County Roads within the Cedar Creek II project has been completed and all materials
documentation has been reviewed, Weld County Public Work will resume maintenance on these roads.
Thank you,
Mitch McElmeel
Permitting/Inspection
Weld County Public Works
Office - 970-400-3753
Cell — 970-397-3099
mmcelmeel@weldgov.com
Office hours: M -F 7:00 am — 3:30 pm
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.
Original Message
From: Lance Marrs <lance@pbgravel.com>
Sent: Friday, August 5, 2022 09:00
To: Mitch McElmeel <mmcelmeel@weldgov.com>
Cc: Paton, Fraser <Fraser.Paton@bp.com>; Garland, Katherine <Katherine.Garland@bp.com>; Tyler Kimzey
<trkimzey@pbgravel.com>; Jeff Kukowski <cowboy@pbgravel.com>; tomlif@pbgravel.com; Amy Mutchie
<amutchie@weldgov.com>; Ryan Axtman <raxtman@weldgov.com>; Luis Morales <Imorales@weldgov.com>; Mike
Livengood <mlivengood@weldgov.com>
Subject: Re: Cedar Creek II - Post Cap
Caution: This email originated from outside of Weld County Government. Do not click links or open attachments unless
you recognize the sender and know the content is safe.
Mitch,
Please see attached material documents for the Post Cap per your request.
RESOLUTION
RE: APPROVE IMPROVEMENTS AND ROAD MAINTENANCE AGREEMENT
ACCORDING TO POLICY REGARDING COLLATERAL FOR IMPROVEMENTS,
AUTHORIZE CHAIR TO SIGN, AND ACCEPT COLLATERAL FOR ACCESS PERMIT,
AP21-00535 - CEDAR CREEK II, LLC / BP WIND ENERGY NORTH AMERICA, INC. !
CEDAR CREEK II WIND ENERGY, LLC
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, on May 19, 2010, the Weld County Board of Commissioners approved Use
by Special Review Permit, USR-1723, for Cedar Creek II, LLC, do BP Wind Energy North
America, Inc., Attn: David Gonzalez, 700 Louisiana Street, 33rd Floor, Houston, Texas 77002, for
a Major Facility of a Public Utility (a wind energy facility with a generating capacity up to 250.8
megawatts [MW] along with a 230 -kilovolt [kV] electric transmission line, an interconnection facility
to tie into an existing 72 mile transmission line, existing collector transmission lines, up to five [5]
permanent 80 meter meteorological towers, one [1] substation, an operations and maintenance
building/facility, along with one [1] temporary batch plant and construction facility) in the
A (Agricultural) Zone District on the following described real estate, to wit:
Wind Energy Facility:
Section 6, Township 10 North, Range 57 West; Sections 1, 2, 3, 4,
and 5, Township 10 North, Range 56 West; Sections 5, 6, 8, and
17, Township 11 North, Range 56 West; Sections 1, 2, 3, 5, 6, 7, 8,
9, 10, 11, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 26, 27, 28, 29, 30,
31, 32, and 33, Township 11 North, Range 57 West; Sections 3, 4,
10, 11, 12, 13, 14, 15, 16, 24, 25, 27, 34, and 36, Township 11
North, Range 58 West; Sections 28, 32, and 33, Township 12 North,
Range 56 West; and Sections 34 and 36, Township 12 North,
Range 57 West of the 6th P.M., Weld County Colorado
Transmission Line:
Sections 1, 2, 3, 4, 5, 7, 8, and 9, Township 10 North, Range 58
West; Sections 4, 9, 10, 11, and 12, Township 10 North, Range 59
West; Sections 5 and 6, Township 10 North, Range 59 West;
Section 2, Township 10 North, Range 60 West; Section 7,
Township 11 North, Range 57 West; Sections 12, 13, 24, 25, and
36, Township 11 North, Range 58 West; Sections 31 and 32,
Township 11 North, Range 59 West; and Sections 35 and 36,
Township 11 North, Range 60 West of the 6th P.M., Weld County,
Colorado
47063'27 Paps: 1 of 106
12/17/2021 02:65 P. R Fa:$0,N
Orly Koppe., Clnr'k .nd Recorder, Weld Canty , co
IffirdinindrrikarldilAiNNIMPALi
314773463 / 1 1. 64w: 1 o :f $e N
Orly u1 .rd R. Frd.r, 4", County .
IIII ra 'linoghilRO UI6111001 MAN till
cc.:Pi...(TP/oRtaTtA)
I /37./22
2021-2976
PL2059
IMPROVEMENTS AND ROAD MAINTENANCE AGREEMENT - CEDAR CREEK II, LLC 1 BP
WIND ENERGY NORTH AMERICA, INC. / CEDAR CREEK II WIND ENERGY, LLC
PAGE 2
WHEREAS, pursuant to certain Conditions of Approval, the Board has been presented
with an Improvements and Road Maintenance Agreement According to Policy Regarding
Collateral for Improvements between the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, and Cedar Creek II, LLC, BP Wind Energy
North America, Inc., and Cedar Creek II Wind Energy, LLC, with further terms and conditions
being as stated in said agreement, and
WHEREAS, the Board has been presented with two (2) bonds representing total collateral
required for off -site improvements in the amount of $3,000,000.00, split evenly between the two
funding parties, BP Wind Energy North America, Inc., in the form of Performance Bond
#285067599, in the amount of $1,500,000.00, and Cedar Creek II Wind Energy, LLC, in the form
of Performance Bond #285065197, in the amount of $1,500,000.00, both issued by Liberty Mutual
Insurance Company, 175 Berkeley Street, Boston, Massachusetts 02116, and
WHEREAS, after review, the Board deems it advisable to approve said agreement and
accept said Performance Bonds as stated above, copies of which are attached hereto and
incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Improvements and Road Maintenance Agreement According to
Policy Regarding Collateral for Improvements between the County of Weld, State of Colorado, by
and through the Board of County Commissioners of Weld County, and Cedar Creek II, LLC, BP
Wind Energy North America, Inc., and Cedar Creek II Wind Energy, LLC, be, and hereby is,
approved.
BE IT FURTHER RESOLVED that the two (2) bonds representing total collateral required
for off -site improvements in the amount of $3,000,000.00, split evenly between the two funding
parties, BP Wind Energy North America, Inc., in the form of Performance Bond #285067599, in
the amount of $1,500,000.00, end Cedar Creek II Wind Energy, LLC, in the form of Performance
Bond #285065197, in the amount of $1,500,000.00, both issued by Liberty Mutual Insurance
Company, 175 Berkeley Street, Boston, Massachusetts 02116, be, and hereby are, accepted.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
4761327 pewof 2 100
Carly
CarKamm Clark and Raaarda , County , c0
Ill VA MitiV14:14iiroI hlatffilfi'f4YIsi 11111
4773413 t ales. 2 of 1@4
11/.3/2112t 11:54 an a F..:$9.11
Carly Kw., Clark wnd Raoardar, Wald County , CO
111Itiltil414141PINALIIMAlli 11111
2021-2976
PL2059
IMPROVEMENTS AND ROAD MAINTENANCE AGREEMENT - CEDAR CREEK II, LLC / BP
WIND ENERGY NORTH AMERICA, INC. / CEDAR CREEK II WIND ENERGY, LLC
PAGE 3
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 20th day of October, A.D., 2021.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST:y.
Weld County Clerk to the Board
B(J of
Deputy Clerk to the Board
APP
County
Date of signature:4
4716327 Pages: 3 of 106
12/17/2061 a:00 PO R Fot:q.M
Carly Kopper, Clerk and R�ooed�r, IMId County CO
IIN II IC7W rM�� :i w i 1 �Y4 11111
4773413 Pages: 3 of 164
11/00/2021 10:04 00 R Fua0.00
Cwrly Kappa Clark and Itaoord�r, Hald County CO
III 1r�1ii{w� infli illik Ilabil final �YV III
Perry L. Buck
2021-2976
PL2059
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: BOCC Agenda Item - Approve Improvements and Road Maintenance Agreement for:
Cedar Creek II, LLC — AP21.0083$
DEPARTMENT: Planning Services DATE: September 21, 2021
PERSON REQUESTING: Jazmyn Trujillo -Martinez
Brief description of the problem/Issue:
The 0eparlsnents of Planning Services and Public Works received a request from the sppkcant, Cedar Creek II,
LLC, requesting that the Board of County Commissioners consider approving the Improvements end Road
Maintenance Agreement for (AP21-00530). Collateral In the amount of $2,934,380.00 is requited with this
agreement for off site improvements. Collateral has been provided in the amount of =3,000,000.00 In the form
of two bards, split evenly between the two funs ng parties, BP Wind Energy Note America, Inc
Bond, Bond No. 284087599, issued by Liberty Muftis! insurance Company, 175 Berkeley Street, Boston, MA
02118) and Cedar Creek Ii Wind Energy, LLC (Performance Bond, Bond No. 285085197, issued by Liberty
Mutual Ineurance Company, 175 Berkeley Sheet, Boston, MA 02118).
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 Wort related items, of the "Improvements S Road Maintenance Agreement According To
Poky Regarding Catalans! For Improvements", are found to be acceptable.
This Agreement complies with the terms of the Access Permits, as issued by Planning Services.
What options mist for the Board? (include consequences, Inspects, costs, etc. of options):
1. Have he B0CC Hearing Item be placed on the next meltable agenda as part of the Consent Agenda.
2. Have this BOCC Hearing item be pieced on the next available agenda as part of the Regular Agenda.
Recommendation:
Option 2. The Departments of Public Works, Planning Services and the County Attorney's Office are
recommending approval of the Inprovertrehts & Road Melnlererce Agreement According To Policy Regarding
Collateral For tmprovemenfafor AP21-00535, and that this Item be placed on the next regularly scheduled BOCC
Hearing, as pert of the Regular Agenda.
&jam 111121O1
BEMOlintadefien Work Ssesio0 OthsrlCJammaMr,
Perry L. Buck
Mike Freeman
Scott K. James, Pro -Tern
Steve Moreno, Chair
Lori Seine
2021-2976
1 O/ oIo
PL 905q
Bond No. 285067599
PERFORMANCE BOND FOR
BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO
KNOW ALL PERSONS BY THESE PRESENTS, that (name)BP Wind Energy
North America, Inc., (address)201 Helios Way, Houston, TX 77079, a
(corporation, limited liability company, etc.)Corporation, organized
under the laws of the State of Delaware, with its principal office
located at (address) 201 Helios Way, Houston, TX 77079, hereinafter
called "Principal", and (name of surety)Liberty Mutual Insurance
Company, of (address of surety)175 Berkeley Street, Boston, MA 02116,
hereinafter called "Surety" are held and firmly bound unto Board of
County Commissioners of Weld County, Colorado, on behalf of Weld
County, Colorado, hereinafter called "Obligee" in the full and penal
sum of One Million five hundred thousand and 00/100 ---Dollars
($1,500,000.00), lawful money of the United States for the payment of
which well and truly made, we bind ourselves, our heirs,
administrators, successors and assigns, jointly and severally, firmly
by these presents.
WHEREAS, the above -bound Principal has obtained or is about to
obtain from the Obligee a land use permit, namely (insert the specific
permit and number - USR, SPR etc) AP21-00535 , and pursuant to the
requirements of said permit, has entered into an Improvements
Agreement, dated , with Obligee, and
WHEREAS, The Improvements Agreement requires Principal to obtain
a performance bond in an amount equal to the total cost of the
improvements for which Principal is responsible and naming Obligee as
beneficiary, and
WHEREAS, the value of improvements for which Principal is
responsible equals One Million five hundred thousand and 00/100 ---
Dollars, ($1,500,000.00), and
WHEREAS, at completion of the Project Collateral phase of the
Agreement, the amount of this Bond shall be reduced, by rider, to 15%
of the original amount throughout the Warranty Collateral phase of the
Bond, and shall be held in total by the County for two (2) years
following its written acceptance of the improvement(s).
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if
Principal shall well, truly and faithfully perform its duties, and all
of its undertakings, covenants, terms, and conditions as set forth in
the Improvements Agreement, and if Principal shall satisfy all claims
and demands set forth in said agreement, and shall fully indemnify and
save harmless Obilgee from all costs and damages which it may suffer by
reason of Principal's failure to perform as agreed, and shall reimburse
and repay Obligee all outlay and expense which Obligee may incur in
making good any default, then this obligation shall be null and void;
PROVIDED FURTHER, that if Principal shall default in any of its
obligations set forth in the Improvements Agreement, and thereafter
fail to fully indemnify and save harmless Obilgee from all costs and
damages which it may suffer by reason of said default, this obligation
shall remain in full force and effect;
PROVIDED FURTHER, regardless of the number of years this Bond is in force, or
the number of continuation certificates issued, the liability of the Surety
shall not be cumulative in amounts from period to period and shall in no event
exceed the amount set forth above, or as amended by rider;
PROVIDED FURTHER, that Surety, for value received hereby stipulates and
agrees that no change, extension of time, alteration or addition to the
terms of the Improvements Agreement to the work to be performed
thereunder, shall in any way affect its obligations on this bond, and
it does hereby waive notice of any such change, extension of time,
alteration or addition to the terms of the Improvements Agreement.
PROVIDED FURTHER, this bond is NONCANCELLABLE, and shall renew
annually automatically, from the date of this bond until its release by
Obligee, to guarantee that Principal shall well, truly and faithfully
perform its duties, and all of the undertakings, covenants, terms, and
conditions set forth in the Improvements Agreement, and any extensions
thereof which may be granted by Obligee with or without notice to
Surety.
The parties to this Performance Bond acknowledge that through the
Improvements Agreement, Obligee reserves the right to require Principal
to obtain a different Performance Bond from a financial institution
other than Surety in the event that the rating of Surety by AM Best
falls below a B+ rating.
IN WITNESS WHEREOF, this instrument is executed in four (4)
counterparts, each one of which shall be deemed an original, this 17th
day of September, 2021.
BP Win;' ? ergy North America, Inc.
Principal Secretary/Witness
(SEAL)
AON Risk'.olutions
Attorney -in -Fact
ss as to Surety
2dr East Randolph Street
A•dress
Chicago, Illinois 60601
Address
VP 4), SZ /NW", el-.
Title
175 Berkeley Street
Address
Boston, MA 02116
Address
IMPORTANT: Surety company executing bond must appear on the Treasury
Department's most current list (Circular 570 as amended) and be authorized
to transact business in the State of Colorado.
Bond must be accompanied with Attorney -in Fact's authority from the surety
company certified to include the date of the bond.
This Pourer of Attemsy Tempo the acts of those named herein, and they hem no authority to
bind the Comparry except In the manner and to the Went he. ahhd.
Liberty,
Mutual.
SURETY
Liberty Mutual Insurance Company
The Ohio Casualty Insurance Company
West American Insurance Company
POWER OF ATTORNEY
Certificate No: 82059211-285057
KNOWN ALL PERSONS BY THESE PRESENTS: That The Ohio Casualty Insurance Company is a corporation duly organized under the laws of the State of New Hampshire, that
Liberty Mutual Insurance Company Is a corporation duly organized under the laws of the Stets of Massachusetts, end West American Insurance Company is a corporation duly organized
under the taws of the State of Indiana (herein collectively called the'Companies"), pursuant to and by authority herein set forth, does hereby name, constitute and appoint, Christina L.
Sandoval; Diane M.Mary; James B. Wagged; knot. L. !Maids; Jessica B. Dempsey; Judith A. Lucky-Eftimov; Kristin L. Hsarhigan; Roger Petal.; Saw.
Chierici; Sandra M. Nowak; Sandra M. Winsted; Susan A. Welsh
all of the city of Chi.° state of iG each Individually if there be more than one named, its tae and lawful atomey-in-fact to make,
execute, seal, acknowledge and deliver, for and on ita behalfas surety and as its act and deed, ahy and all undertakings, bonds, recognizances and other surety obligations, in pursuance
of these presents and shall be as binding upon the Companies es it they have been duly signed by the president and attested by the secretary of the Companies in their awn proper
persons.
IN WITNESS WHEREOF, this Power of Attorney has bear subscribed by an authorized officer or offidal of the Companies and the corporate seals of the Companies have been affixed
the. this 9th day of July , 2021
By:
Stets of PENNSYLVANIA
County of MONTGOMERY
On this 9th day of July , 2021 before me personally appeared David M _ Carey, who acknowledged hamseff to be the Assistant Secretary of Liberty Mutual Insurance
ny�T a Canpa—ONM Casualty Company;and West American Insurance Company, and that he, as such, being authorized so to do, execute the foregoing instrument for the purposes
t groin contained by signing on behalf of the corporations by himself as a duly authorized officer.
IN WTNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at King of Prussia, Pennsylvania, on the day and year first above written.
Liberty Mutual Insurance Company
The Ohio Casualty Insurance Company
West American Insurance Company
David M. Carey, Assistant Secretary
By:
mesa Pastella, Notary Public
Tads Power of Attorney is made and executed pursuant to and by authority of the following By-laws and Authorizations of The Ohio Casualty Insurance Company, Liberty Mutual
Insurance Company, and West American Insurance Company which resolutions are now in fug force and effect reading as follows:
ARTICLE N — OFFICERS: Section 12. Power of Atcrney.
Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President, and subject to such limitation as the Chairman a the
President may prescribe, shall appoint such saomeys-in-fact as may be necessary to act in behalf of the Corporation ho make, execute, seal, ackrwwtadge and defiver as surety
any and all undatakIngs, bonds, recognlzances and other surety obligations. Such attorneys -In -lac, sullied to the IiyUrtisns set forth in their resparliva plums rif attorney, shag
have full power to bind the Corporation by their signature and execution of any soh instnarrenis and to attach thereto the seal of the Corporation. When sn executed, such
insbrrments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representatve or atomey-in-fact under the
provisions of this article maybe revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority.
ARTICLE XIII —Execution of Contracts: Section 5. Surety Bonds and Undertakings.
Any officer of the Company authorized for that purpose in writing by the chairman or the presiders, and subject to such Iknitations as the chairman or the president may presoibe,
shall appoint such attorneys -in -fact, as may be necessary to act in behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all urdettakings,
bonds, recognaances and other surety obtgatons. Such attorneys -in -tact subject to the limitations set forth in their respective powers of attorney, shag have fug power to bind the
Company by their signature and execution of any such instruments and to attach Hereto the seal of the Company. When so executed such instruments shall be as binding as if
signed by the president and attested by the secretary.
Certificate of Designation - The President of the Company, acting pursuant to the Bylaws of the Company, authorizes David M. Carey, Assistant Secretary to appoint such attorneys -in -
fact as may be necessary to act on behalf of the Company to melee, execute, sea, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surely
obligations.
Authorization - By unanimous consent of the Company's Board of Directors, the Company consents that facsimile or mechanically reproduced signattae of any assistant secretary of the
Company, wherever appearing upon a certified copy of any power of attorney issued by the Company in connection unite surety bonds, shall be valkl and binding upon the Company with
the same force and effect as though manually affixed.
I, Renee C. Llewellyn, the undersigned, Assistant Secretary, The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company do
hereby certify that the original power of attorney of which the foregoing is a full, Me and correct copy of the Power of Attorney executed by said Companies, Is in fug force and Act and
has not been revoked. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this ' f7 day
By:
LMS• 12973 LMIC OCIC WAIL Mute Co 02/21
Renee C. Llewellyn. Assistant Secretary
Bond No. 285065197
IISRFOPMANCIS BOND FOR
BOARD OF COUNTY CONN/SBIONBRB OF WSW COUNTY, CO:
KNOW ALL PERSONS BY THESE PRESENTS, that Cedar Creek II Wind
Energy, LLC, 1 Riverside Plaza, Columbus, OH 43215, a limited liability
company, organized under the laws of the State of Delaware, with its
principal office located at 1 Riverside Plaza, Columbus, OH 43215,
hereinafter called "Principal", and Liberty Mutual Insurance Company,
of 175 Berkeley Street, Boston, MA 02116, hereinafter called "Surety"
are held and firmly bound unto Board of County Commissioners of Weld
County, Colorado, on behalf of Weld County, Colorado, hereinafter
called "Obligee" in the full and penal sum of One Million Five Hundred
Thousand and 00/100 ---Dollars ($1,500,000.00), lawful money of the
United States for the payment of which well and truly made, we bind
ourselves, our heirs, administrators, successors and assigns, jointly
and severally, firmly by these presents.
WHEREAS, the above -bound Principal has obtained or is about to
obtain from the Obligee a land use permit, namely AP21-00535, and
pursuant to the requirements of said permit, has entered into an
Improvements Agreement, dated September 17, 2021, with Obligee, and
WHEREAS, The Improvements Agreement requires Principal to obtain
a performance bond in an amount equal to the total cost of the
improvements for which Principal is responsible and naming Obligee as
beneficiary, and
WHEREAS, the value of improvements for which Principal is
responsible equals One Million Five Hundred Thousand and 00/100---,
($1,500,000.00), and
WHEREAS, at completion of the Project Collateral phase of the
Agreement, the amount of this Bond shall be reduced, by rider, to 158
of the original amount throughout the Warranty Collateral phase of the
Bond, and shall be held in total by the County for two (2) years
following its written acceptance of the improvement(s).
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if
Principal shall well, truly and faithfully perform its duties, and all
of its undertakings, covenants, terms, and conditions as set forth in
the Improvements Agreement, and if Principal shall satisfy all claims
and demands set forth in said agreement, and shall fully indemnify and
save harmless Obllgee from all costs and damages which it may suffer by
reason of Principal's failure to perform as agreed, and shall reimburse
and repay Obligee all outlay and expense which Obligee may incur in
making good any default, then this obligation shall be null and void;
PROVIDED FURTHER, that if Principal shall default in any of its
obligations set forth in the Improvements Agreement, and thereafter
fail to fully indemnify and save harmless Obilgee from all costs and
damages which it may suffer by reason of said default:, this obligation
shall remain in full force and effect;
PROVIDED FURTHER, regardless of the number of years this Bond is in force, or
the number of continuation certificates issued, the liability of the Surety
shall not be cumulative in amounts from period to period and shall in no event
exceed the amount set forth above, or as amended by rider;
PROVIDED FURTHER, that Surety, for value received hereby stipulates and
agrees that no change, extension of time, alteration or addition to the
terns of the improvements Agreement to the work to be performed
thereunder, shall n any way affect its obligations on this bond, and
it does hereby waive notice of any such change, extension of time,
alteration or addition to the terms of the Improvements Agreement.
PROVIDED FURTHER, this bond is NONCANCELLABLE, and shall renew
annually automatically, from the date of this bond until its release by
Obligee, to guarantee that Principal shall well, truly and faithfully
perform its duties, and all of the undertakings, covenants, terms, and
conditions set forth in the Improvements Agreement, and any extensions
thereof which may be granted by Obligee with or without notice to
Surety.
The parties to this Performance Bond acknowledge that through the
Improvements Agreement, Obligee reserves the right to require Principal
to obtain a different Performance Bond from a financial lustilutiuu
other than Surety in the event that the rating of Surety by AM Best
falls below a B+ rating.
IN WITNESS WHEREOF, this instrument is executed in four (4)
counterparts, each one of which shall be deemed an original, this 17th
day of S_e2temher, 2021.
Cedar Creek II Wind Energy, LLC
Principal
OwrM�/c�Y
s ,�M(IA.L{.1
rs.or..
Wi Hess
(SEAL)
Wi
as to Surety
775 Yard Street, Suite 200
Columbus. OH 43212 Address
fMCA!^NYr'
9,.6 VP
Title
Liberty Mutual Insurance company
Surety
By:-`���_Shc�
Paula M. Eby, Attorney-i Fact
175 Berkeley Street
Boston, MA 02116
Address
IMPORTANT: Surety company executing bond must appear on the Treasury
Department's most current list (Circular. 570 as amended) and be authorized
to transact business in the State of Colorado.
Bond must be accompanied with Attorney -in Fact's authority from the surety
company certified to include the date of the bond.
Sense ds}_dmd) R.
This Power el Attorney dub Mt. elbow nemed brabt. end they hree no aulhodly to bind Pie Carp. eacept lei the mennerend to Itie.at haWn Med Not
veld far magp6e, nets, ban, idtsrec.t, bent dope* currency rate, palmed mbar mkhel vebe gwmelesa. For addkr tbueer ofAteriby tbN ver. as
liteuldeu playa call616.6ae.12/6 awned Ho6UR bemymulueicem.
• uaMutual.
SURETY
Liberty Mutual Insurance Company
The Ohio Casually Insurance Company
West American Insurance Company
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS: That The Ohio Casualty Insurance Company Is a corporation duly organized underlie len of the Stab of New Hampshire, Nat Deny
Mutual Insurance Company is a somodon duly organized under the laws of the State of Maseecinaeds, and West American Insurance Company Ise corporation duly dumbed under
lb Sae of the .ed Wane (f.l n rety celled IheComparian pubusat b end by autlddytweln set., does hereby name, cans. end appdntP6lW S Ebs
°Madlyof COMM Mid OFt its tnraand Web .nay.bal,cunthrulpowered auto* hereby co Wed to ape, execute and 'I.o.M.. following
suety band:
prkn e, Cedar Creek II 1/1And Energy, LLC
ob...., Board of County Commissioners of Weld County, Colorado
Iturirty Bond number. 285065197 Bend amount: See Bond Form
N WITNESS WHEREOF. lie Poea d Attorney has been subscribed by an authorized deicer a credal of. Companies end the corporate seals of the Competes have been affixed
By:
The Ohio Casualty Insurance Company
Liberty Mutual Insurance Company
Insurance Company
Dead M:Caret Assistant Soarer,
STATE OF PENNSYLVANIA es
COUNTY OF MONTGOMERY
On He 12• day NMI , .re me personally appeared OeNe M. Coat', Who admowkdeed N.M. be It Aassant Secretary of Liberty Mutual Insurance Company, The
Ohio Cab. Co.., end WeetAmerkan Fare ace Camp.. and Whet, se such, bakg.calzed so lode, aeaute the foregoing instr meet Mr. purposes therein contained
by signing on behead the comwetione by hanseff as a duty authorized officer.
IN WITNESS WHEREOF, I have hereunto subscribed my name and O. my notarial seal at. of Prussia. Pennsylvania. on the anima year feet above written
Commo a.lhof Pensfeylssrtie - Notary Sad
Team Pablo, N6Mey Puibbo
Mont anry Canty
My com mil .pee expires March 28.2026
Coemdeebn number 11f2/OM
slrebw,Prerytvs.Assoca bnofNalr.
This Pawed - . and executed pennant b and byre:M yor die Mimeo dyrern and Authakabons of Liberty Mutual esurence Company. II. Unto Usually Nauru.
Company, and WestAmerken Insurance Company ulaan ref.. are now in full force and effect ree erg as fob.
ARTICLE N- OFFICERS - Sedon f2 Para d ABpney. Any Wag a other Nadal Oki Capaalan.Taked lot that purpose b usb p by to Ch.. a the P.., and
subject bawhlrNblinstheOW. orbs P..m eypnaeatib.drewappdetashdome"..cl,amaybeneceurybasb.altWtheCorporationbmake,Ono.
wad arbnut to and dseaas Yeah ay tad at bid... cocoa eeoaee and oSer allay a6eDetioss. Srat eembuin4ad, abject b fke haler is set forth b thee
Mspedra paean d Mbmay, weal ewe 6M parr b bind the Corp. by thdr sip*. and ma. d sty aids kubuments end b alas+ t.lo the end dab Copci.n.
WhenabataiAed,nth Inborn ltshatbesebetdnpesFstpredbythePreadult.ettesledbbylieSeuet..Anypowaaanithalbprareadbayreproeelt.orMr,
.31 under the pmts. dais ektsfray beNu. ManyMmebyre Some, betbaMnm,thee'addaitrbyte oft( aono= panangsub pow ersnAmaky.
ARTICLE lOl-EaeciAan orCa t sa-SECTIONS. S. means unonsbros. Any MOON ebb comcnyks that pupas Nm.oaPy the olabm®i athe preddont
andabject sdilinpdoneauedtbkmn«melaetedrMmaypmames,emsappoints.dbmey7ablad,as.begummybaronbeheld.Coassebmbb,exeoa
...ledge and del. me army end al adepNigs• baude, osoigrrianae and eft surety oblipaters. Simidi a tom. at waled b the ambdore se b 9 ineair
reg.et.poises alNOM. shill baeMIpnw bbind PeCamprrybytbkafgrebnandweb.oe, such .unentsndbsadt.ate wddlMCoapaty. 1.1
loam. butt kebmmentsabe•b.pereNag. byte amid...Ned .
Wee. Salvation -The Webbed theOzepeny, Whippers.* to the Span ofbe Company, eubar.0eed M. Carey, Aye. Secretory b appal such attorney..
bat snab bememory eact eMae Mho Company loc .. execute, seal,adubwbdgeand dabble suetyany and alac.c.kpskarts,r000e omandellersurety
s
Authorisation - By unanknoue consent°. Company's Baal dDirectors, the Company consent that tacsimb a mechanically reproduced signature ofany eedsbnt secretary of the
Company. stereverappaabg upon s oarasaeey of any power d attorney issued by the Company In connection Mel surety bade, eMli be valid and binding upon the Company wish
Me Se. face and elkas lbupbmsersly aOad.
I, Renee C. Llewellyn, she tedeaered, l a resit Seeaen. of Liberty Leduc insaanoe Company, Te OHIO Cooly Insurance Company, end West American Insurance Company
doWeb? uerdryMet this power da o.exact. bead Comps. is Inbetacea.effectartIcenot been revoked.
eneeoeow(WHEREOF, Ihave hereunto set, hanawoafix dmeeses°f aincormueethis 1701 One September 2021
By:
Teresa Puble, Notary Public
By:
Raise C. Ursa*, Assistant Secretary
IMPROVEMENTS & ROAD MAINTENANCE AGREEMENT ACCORDING TO
POLICY REGARDING COLLATERAL FOR IMPROVEMENTS
Cedar Creek 11, LLC. — 1-00535
THIS AGREEMENT is made this day of , 202.L, by and between Cedar Creek
II, LLC, a limited liability company organized under the aws of the State of Colorado, whose address is
201 Helios Way, Houston, Texas 77079, hereinafter referred to as "Property Lessee," authorized to do
business in the State of Colorado, the County of Weld, a body corporate and politic of the State of Colorado,
by and through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado
80631 hereinafter referred to as "County", and BP Wind Energy North America, Inc., a corporation
organized under the laws of Delaware with a principal place of business at 201 Helios Way, Houston, Texas
77079 ("BP") and Cedar Creek II Wind Energy, LLC, a limited liability company organized under the laws
of Delaware with a principal place of business at 1 Riverside Plaza, 29th Floor, Columbus, Ohio 43215
("AEP"). BP and AEP will be referred to collectively as the "Funding Parties".
WITNESSETH:
WHEREAS, Property Lessee is the lessee of the following described property in the County of
Weld, Colorado:
Wind Energy Pacititr:
Section 6, Township 10 North, Range 57 West
Sections: 1, 2, 3, 4, 5, Township 10 North, Range 58 West
Sections: 5, 6, 8, 17, Township 11 North, Range 56 West
Sections:1-3, 5-11, 14-23, 26-33, Township 11 North, Range 57 West
Sections: 3, 4, 10-16, 24, 25, 27, 34, 36, Township II North, Range 58 West
Sections: 28, 32, 33, Township 12 North, Range 56 West
Sections: 34, 36, Township 12 North, Range 57 West
of the 6th P.M., Weld County, Colorado.
hereinafter referred to as "the Property," and
WHEREAS, Property Lessee has received the Department of Planning Services conditional
approval of AP21-00535 ("Permit"), and
WHEREAS, Property Lessee acknowledges that the final approval of AP2I-00535 Is conditional
upon Property Lessee's funding and/or construction of the off -site improvements and road maintenance
described in this Agreement and depicted in the following incorporated exhibits:
sCiA
Exhibit A — Off -Site Costs of Construction
,
Exhibit B — Off -Site Construction Schedule,
Exhibit C — Construction Plans,
Exhibit D — Plat Map,
Exhibit E — Decommissioning Plan,
Exhibit F — Haul Route Map,
Exhibit G — Stockpiles, and
Exhibit A — Gravel Roads Maintenance and Reclamation Plan, and
WHEREAS, Property Lessee acknowledges it may not operate and County will not finalize
AP21-011535 until said improvements have been completed and accepted by County, and
Cedar Creek ll, LLC — AP2l -00535 - OFFSIA21-0005
1of16
4773413 Papa: 4 of 104
11/10/2821 1A:d4 Qt ti RwaIliar
Grly Koppn, CUrk rod R�oreMr, W1d Canty CO
tIII Itilek' 1'Cilt Pik II ll'
0zooI -62976,
WHEREAS, Property Lessee aclmowledges that pursuant to the provisions of Weld County Code,
the failure to commence construction of the improvements outlined herein within one (1) year of the
approval and issuance of AP21-00535 may result in the rescinding of AP21-00535, upon consideration and
order of the Department of Planning Services, and
WHEREAS, the parties agree that the Property Lessee shall provide collateral for off -site
improvements es required by this Agreement when the Board of County Commissioners (BOCC) approves
this Agreement, and
WHEREAS, Property Lessee acknowledges that the Permit is conditional upon, inter alio, Property
Lessee's construction of certain improvements to certain County Roads (the "County Roads") which are
necessary for Property Lessee's construction of their project and which are more particularly described on
the attached Exhibit C, as well as certain improvements to the Property (the "On -Site" Improvements) as
more particularly described in the attached Exhibit C, and
WHEREAS, the parties agree that except as set forth herein, Property Lessee shall not be required
to commence construction of the off -site road improvements, as herein defined, until Property Lessee
receives a permit for grading and/or a Right -of -Way Use (ROW) Permit from County, and
WHEREAS, the parties agree that Property Lessee shall be responsible for damages their project
causes to County Rights -of -Way, including the County Roads, and agrees to keep them open and passable
for public use, all as contemplated herein, and
WHEREAS, the Funding Parties are the indirect parent companies of the Property Lessee and will
be responsible for all financial obligations of the Property Lessee under this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF the foregoing and of the promises and covenants
contained herein, the parties hereto promise, covenant, and agree as follows:
)PART I: SITE SPECIFIC PROVISIONS
A. Off -Site Improvements (as required by the BOCCI: The Property Lessee shall be responsible
for the construction of certain off -site safety improvements as identified by the USR hearing Resolution,
which may include, but are not limited to: construction of adequate turning radii of sixty-five (65) feet at
the main entrances and exits which extend into County road ROW connecting to the County road system,
and off -site drainage and signage installations, as indicated on the accepted Exhibit D and future Exhibit
C, as required. On -site improvements that create more run-off than the historical amount may require off -
site drainage improvements to roads and ROWS. Any approved access point(s) improvements will include
standard County approved tracking control, and may include a double cattle guard set (one right after the
other), placed back to back across the entire width of the access, to ensure a complete revolution of the
truck tires in order minimize the tracking of mud and debris onto the adjacent County road.
1.0 Read improvements Defined. The "Road Improvements" shall mean those improvements to
County Roads that are required by Property Lessee in order to constrict its project, all as more particularly
described on Exhibit C. By way of example, the Road Improvements will generally consist of grading,
improvements to the turning radii as designated intersections, improvements to existing cattle guards, and
the installation of warning signs at designated locations. Upon completion of the project, or a portion thereof
which will no longer utilize a portion of the County Roads for construction purposed, the Road
Improvements shall include the return of the County Roads to their pre -project condition as evidenced by
the pre -construction survey required in Section D.3.0., except as may otherwise be agreed to by County.
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2.0 Road improvements Responsibilities. Property Lessee is solely responsible for the required off -site
designated improvements. These responsibilities may include but are not limited to the following: design,
surveys, utility locates, acquisition of ROW(s), dedication of ROW(s), ROW and Access Permits and fees,
coordination with oil and gas operators and facilities and affected irrigation facilities, and utilities, traffic
control, and project safety during construction. Property Lessee shall obey all applicable regulations issued
by the Occupational Safety and Health Administration (OSHA), Colorado Department of Transportation
(COOT), the Colorado Department of Public Health and the Environment (CDPHE), and other federal,
state, or county regulatory agencies.
3.0 Cost of Construction Exhibit. The cost of construction estimates (engineer's estimate) identified as
Exhibit A shall be submitted when triggered. The Property Lessee shall detail the costs used in determining
the collateral requirement for the off -site improvements related to the development. A registered Colorado
Engineer must sign and stamp the construction cost Exhibit A. If more than three (3) years have passed
since the last construction cost estimate was provided, the Property Lessee shall provide an updated
construction cost estimate prior to the start of construction.
4.0 Construction Schedule Exhibit. Exhibit B shall be provided when triggered by the Property Lessee,
and indicating the construction schedule for off -site improvements, including an anticipated completion
date. Property Lessee shall not commence construction of any improvements, record plat, or receive any
permitting prior to approval of this Agreement. Fnhihit C; shall he provided when triggered by the Property
Lessee and indicating the receipt of the appropriate Grading Permit, Access Permit, and/or ROW Permit, if
applicable. Property Lessee shall substantially complete all improvements in accordance with Exhibit C in
order to request the warranty period begin. In the event that the construction schedule is not current, the
Property Lessee shall submit a revised construction schedule.
5.0 Off -Site Improvements Collateral, As required, collateral is accepted and released by the BOCC
pursuant to the Weld County Code. Additional information about collateral is outlined in Part !LB of this
Agreement.
6.0 As -Built Plans. "As -built" plans shall be submitted at the time the letter requesting release of
collateral is submitted or once the Property Lessee has completed improvements as described in Part II.B,
Subsection 3.2.3, of this Agreement Property Lessee shall also provide an electronic copy of the as -built
drawings. The as -built drawings shall be stamped, signed, and dated by a licensed and registered
Professional Land Surveyor or Professional Engineer.
B. On -Site Improvements:
1.0 On -Site improvements Defined, The On -Site Improvements shall mean those improvements to the
Property described in Exhibit C.
2.0 On -Site Improvements Responsibilities, Property Lessee is solely responsible for the cost and
construction of required On -Site Improvements and any expenses associated therewith. These
responsibilities may include but are not limited to the following, as applicable: design and construction of
the On -Site improvements, surveys, utility locates, ROW clearances and permits, coordination with oil and
gas operators and facilities and affected irrigation facilities and utilities, traffic control, and project safety
during construction. On -Site Improvements construction shall be in accordance with all applicable
regulations issued by OSHA, COOT, CDPHE, and other federal, State, or County regulatory agencies.
3.0 On -Site Improvements Construction Standards, All construction and materials for the On -Site
Improvements shall conform to the standards and specifications for the On -Site improvements set forth in
Exhibit C.
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4.0 Decommissioning Plan. Each party hereto agrees that the project shall be decommissioned, and
security therefore shall be provided, in accordance with the terms and conditions set forth in Exhibit E.
C. Haul Routes. The Property Lessee shall be financially responsible for its proportional share of the
associated costs for maintaining and/or improving designated haul/travel routes on the terms set out below
in this Section C and Section D.
1.0 Haul Routes. The following roads are designated as haul/travel routes for the Property:
1.1 Property Lessee shall take reasonable steps to prevent heavy truck and equipment traffic
associated with the project form using any County Roads other than those shown on the
attached Exhibit F, and any changes them to under Section C.4.0, below (the "Approved
Haul Routes").
1.2 Property Lessee recognizes that first use priority to certain Approved Haul Routes belongs
to the United States Air Force as approved Defense Access Roads (DAR).
2.0 Weight Limits, No travel vehicles may exceed CDOT required specifications for pounds -per -axle
and axle configurations, unless overweight permits have been applied for and granted and shall also comply
with Chapter 8, Article XV of the Weld County Code.
3.0 Haul Route Sigtte$e. Property Lessee shall install travel route signs, if applicable, as per Manual
of Uniform Traffic Control Devices standards, at all exit points of the Property which can be clearly seen
by drivers leaving the facility and which clearly depict County approved travel routes.
4.0 No Deviation from Pennitted Haul Routes. Except as expressly set forth herein, no deviation in the
use of any roads other than the Approved Haul Routes by vehicles accessing the project shall be permitted
without the prior written approval of Weld County, not to be unreasonably withheld, conditioned, or
delayed. Without limiting the foregoing, in the event any changes to the Approved Haul Routes are accepted
by Weld County, Property Lessee shall be required to address, at Property Lessee's expense, any impacts
associated with the use of such revised haul mutes, including dust control, upgrading, or maintenance of
such revised haul routes in a manner consistent with this Agreement. Property Lessee shall recommend that
passenger vehicles and light trucks use the Approved Haul Routes to access the project whenever possible.
When passenger vehicle and light trucks access the project via non -approved haul routes without the prior
approval of Weld County, Property Lessee shall provide dust suppression at required locations or reimburse
Weld County Public Works for any incremental impacts associated with the use of such mutes, including
dust control and maintenance if Weld County Public Works advises Property Lessee that such project traffic
has increased traffic counts beyond the applicable threshold per Weld County Code Section 8-6-100.
4.1 Property Lessee may request deviation, modification, or termination of or from one or more
of the Approved Haul Route(s) by submitting, in writing to Weld County Planning Services, a
request detailing the dates and locations of the proposed changes in the Approved Haul Route(s).
In the case of a deviation or modification, the written request shall identify the specific proposed
new haul route(s) and interval(s) for the proposed new haul route by identifying the bounding roads
(road number X between road number Y and road number Z). The written request should include
identification of any site and road limitations of which the Property Lessee is aware. Weld County
Planning Services (in coordination with Weld County Public Works) will evaluate the request,
perhaps by field visit, and respond to the requested change(s) in writing, within five (5) working
days. The Property Lessee shall be responsible for any road improvements identified by Weld
County Public Works that may be necessary to render the new proposed haul route(s) serviceable
for the project traffic.
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D. Wilalnteaane a Rea gamuts;
1.0 Obligation to Maintain Current and Future Routes. Property Lessee shall promptly repair or cause
to be repaired any material damage to the Approved Haul Routes that is caused by project traffic. The type
and method of repair shall be consistent with the applicable standard set forth in Exhibit C. Should a
relevant conflict exist, Weld County's Engineering and Construction Criteria per Weld County Code
Chapter 8 Appendix Q, will control.
2.0 Dust Control. Property Lessee shall be financially responsible for dust control on unpaved
designated haul/travel routes from commencement of operation until Property Lessee has satisfied its
obligations under Section D.5.0 (Post -Construction) with County inspection and acceptance, which
acceptance shall not be unreasonably withheld or delayed. The amount and extent of dust control will be
determined on an equitable basis by site -specific conditions at the time, as determined exclusively by
County personnel. Dust abatement along the relevant haul/travel routes is expected to occur approximately
two to five tithes per year. Dust abatement is required for roads with more than 200 vehicles per day, per
section 8-6-100 of the Weld County Code.
2.1 Dust Control During Construction. If necessary, as determined by the County, the Property
Lessee shall cause to be performed within fourteen (14) days of notification, at its sole expense,
dust control by a contractor approved by Weld County Public Works during the construction period
of the development.
3.0 Preconstruction Survey. Property Lessee and County have jointly inspected the Approved Haul
Routes and established a baseline of current road conditions on the Approved Haul Routes so that
subsequent inspections will be able to identify any material damage or maintenance issues on the Approved
Haul Routes that are attributable to Property Lessee's use of the Approved Haul Routes.
4.0 Stockpilbtg of Repair Materials, During construction of the project, Property Lessee will maintain
a stockpile of repair materials on the Property, primarily consisting of three (3) gravel stockpiles of not less
than one thousand (1,000) cubic yards per stockpile for road repairs at the locations set forth on the attached
Exhibit G. Property Lessee shall replenish each stockpile until such time as Property Lessee has notified
Weld County Public Works that heavy hauling operations for the project has ceased and Weld County
Public Works has concurred.
5.0 Post -Construction. Upon completion of construction of the project, Property Lessee shall return the
Approved Haul Route roadways to pre -construction County standards, as set forth on the attached Exhibit
II. Operator shall account for the worst -case scenario of roadway conditions from project related traffic.
6.0 jmair. Property Lessee shall be financially responsible for its proportional share of excavation,
patching, and pavement repair, and gravel replenishment on designated haul/travel routes. The amount and
extent of repair and paving and re -gravelling measures will be determined by site -specific conditions at the
time, as determined exclusively by County personnel.
7.0 Need for Immediate Repairs. In the event of damage to a designated haul/travel 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 Lessee of such Significant Damage.
Property Lessee 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 Property Lessee identifies Significant Damage prior to receiving notice thereof from County,
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Property Lessee 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).
8.0 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/travel route road portion will
require grading measures in order to protect the public health, safety, and welfare, and the County has
budgeted sufficient funds for the following calendar year to pay its share of the Off -Site
Improvement/Repair Costs, County shall notify Property Lessee in writing that the Off -Site
Improvements/Repairs shall be undertaken. Within ninety (90) days of its receipt of County's notice of the
need to undertake the road maintenance repairs and/or improvements, Property Lessee shall submit Of Site
Construction Plans and Cost Estimates to County for review. Property Lessee shall have sole responsibility
for the completion of the repairs and/or improvements on or before December 15, of the year following
County's notice of the need for repairs.
8.1 In County's sole discretion, County may undertake the repairs and/or improvements.
Property Lessee's payment for its Proportional Share of the road repairs/improvements will be
calculated as determined in this Agreement. Property Lessee will be invoiced accordingly for those
proportional share costs.
9.0 Calculation of Property Lessee's Proportional Share of Costs. The County shall notify Property
Lessee of County's preliminary determination and assessment of Property Lessee's proportional share of
costs of maintenance, repair, or improvements to Property Lessee's designated haul/travel routes. Prior to
County's final determination and assessment, County shall provide Property Lessee with a reasonable
opportunity to review, comment upon and supplement County's data, collection methodology, and
determinations. The County shall review and consider Property Lessee's input prior to making a final
determination and assessment. The County shall have sole responsibility for determination of Property
Lessee's proportional share of costs. Property Lessee agrees to pay such proportional share of costs within
30 days of receiving an invoice from County.
10.0 Annual Road Inspection. County may conduct a road inspection annually with the cooperation of
Property Lessee and all other Property Lessees and/or Lessees who are required by County to participate in
road improvement/maintenance agreements for the haul routes designated in this Agreement. As a result of
the annual inspection, County, in its sole discretion, shall determine actual conditions and shall further
determine what road repair/improvement/maintenance work is to be performed during that construction
season. Notification to the Property Lessee of the required roadway repairs will be given as soon as the data
becomes available.
11.0 Notification. The County shall notify Property Lessee of County's preliminary determination and
assessment of Property Lessee's proportionate share of costs of maintenance, repair, or improvements to
Property Lessee's designated haul/travel mutes. Prior to County's final determination and assessment,
County shall provide Property Lessee with a reasonable opportunity to review, comment upon and
supplement County's data, collection methodology, and determinations. The County shall review and
consider Property Lessee's input prior to making a final determination and assessment.
12.0 Any references in this Agreement to Proportional Share shall be construed to mean the share of
necessary road maintenance that can reasonably be attributed to Property Lessee's traffic, when such
maintenance is determined to be necessary or appropriate in County's reasonable judgment.
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PART II: GENERAL PROVISIONS
A. Eudeeeri,n and Construction Reeuhremaots:
1.0 Engineering Services. Property Lessee shall furnish to County, at its own expense, all engineering
services in connection with the design and construction of the off -site improvements and all on -site
drainage -related structures if required by any Municipal Separate Storm Sewer System (MS4) permit, as
identified on the accepted Construction Plans and according to the construction schedule set forth in the
construction schedule exhibits. The required engineering services shall be performed by a Professional
Engineer and Land Surveyor registered in the State of Colorado and shall conform to the standards and
criteria established by the County for public improvements. 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.
2.0 Rights -of -Way and Easements. Before commencing the construction of any off -site improvements
herein agreed upon for permanent public ROW or easements, if any, Property Lessee shall, if and where
necessary, acquire, at its sole expense, good and sufficient ROW and easements made necessary for
permanent improvements. The County will not exercise eminent domain on behalf of Property Lessee.
3.0 Construction, Property Lessee shall furnish and install, at its own expense, the improvements (and
any drainage -related structures required by any MS4 permit) identified on the accepted Exhibits and shall
be solely responsible for the costs listed on the cost of construction exhibits, with the improvements being
completed also in accordance with the schedule set forth in the construction schedule exhibits. The BOCC,
at its option, may grant an extension of the time of completion set forth in construction schedule exhibits
stated herein upon application by the Property Lessee. Said construction shall be in strict conformance to
the plans and drawings accepted by the County and the specifications adopted by the County.
4.0 Testing. Property Lessee shall employ, at its own expense, a qualified testing company previously
approved by the County to perform all testing of materials or construction; and shall famish copies of test
results to the County. If County discovers inconsistencies in the testing results, Property Lessee shall
employ at its expense a third -party qualified testing company approved by County. Such third party shall
furnish the certified results of all such testing to the County. At all times during said construction, the
County shall have the right to test and inspect material and work, or to require testing and inspection of
material and work at Property Lessee's expense. Any material or work not conforming to the approved
plans and specificaliuus, including but not limited to damages to property adjacent to the construction plan
area shall be repaired, removed, or replaced to the satisfaction of the County at the expense of Property
Lessee.
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5.0 Conduction Standards, Design and constriction of all off -site improvements shall conform to the
current version of CDOT's "Standard Specifications for Road and Bridge Construction" and the Weld
County Engineering and Construction Criteria. Should a relevant conflict exist, Weld County's Engineering
and Construction Criteria per Weld County Code Chapter 8 Appendix Q will control.
6.0 Traffic Control, Prior to any construction in County and/or State ROW, and as a condition of
issuance of any ROW or Access Permit, the Property Lessee shall submit a traffic control plan for County
review. During construction, appropriate safety signage shall be posted in accordance with the then -current
version of the Manual of Uniform Traffic Control Devices.
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B. Collateral:
1.0 General Requirements for Collateral. Property Lessee shall provide to County the necessary
collateral to guarantee all of Property Lessee's obligations under this Agreement: (1) Project Collateral is
required for completion of off -site improvements, as described in this Agreement; (2) Warranty Collateral
is required for all off -site improvements during the two-year warranty period. Collateral acceptance and
release is governed by the Weld County Code. The Funding Parties will each be responsible for and provide
on behalf of the Property Lessee, one half (50%) of the Project Collateral and the Warranty Collateral. In
the event that the County makes a claim against the Project Collateral or the Warranty Collateral, the County
will make a claim for one-half of the amount due against the collateral provided by each of BP and AEP.
1.1 Project Collateral shall be submitted to guarantee completion of off -site improvements
identified in the Exhibits. Project Collateral must be submitted in an amount equal to 100% of the
value of the improvements, as calculated in the cost of construction exhibits. Project Collateral
must be submitted at the time of execution of the Agreement, unless otherwise directed by the
BOCC. In the event that Property Lessee fails to adequately complete the required improvements,
County may, in its sole discretion, access Project Collateral for the purpose of completing such
improvements. It may be necessary to provide additional collateral in the event the cost estimate is
older than three (3) years. NO WORK SHALL COMMENCE UNTIL PROJECT COLLATERAL
HAS BEEN SUBMITTED AND ACCEPTED BY THE COUNTY.
1.2 Warranty Collateral shall be submitted and held by the County until release after the two-
year warranty period following the County's initial approval of the improvements. Warranty
Collateral shall be in an amount equal to 15% of Project Collateral. In the event that Property Lessee
fails to adequately complete or repair improvements during the warranty period, County may, in
its sole discretion, access Warranty Collateral for the purpose of completing such improvements.
2.0 Form of Collateral. Collateral may be in the form of a letter of credit, a surety bond, or a cash
deposit, subject to the requirements and restrictions of Section 2-3-30 of the Weld County Code, as that
section may be amended from time to time. Property Lessee shall have the right to change the form of
Collateral to another type that complies with this Agreement, subject to BOCC acceptance in accordance
with Weld County Code Section 2-3-30A.9.
3.0 Release of Collateral. Collateral shall be released in accordance with Section 2-3-30 of the Weld
County Code. For collateral release, the Departments of Planning Services and Public Works conducts
inspections for all on -site and off -site improvements.
3.1 Timing of Release, Project Collateral may be released upon completion of all
improvements required by the Exhibits after initial approval by the County. Warranty Collateral
shall be withheld by County at the time of release of Project Collateral or may be submitted
separately by Property Lessee. Warranty Collateral may be released upon the approval of the
County at the end of the two-year warranty period.
3.2 Request for Release of Collateral, Prior to release of collateral by Weld County for the
entire project or for a portion of the project, the Property Lessee must present a Statement of
Substantial Compliance from an Engineer registered in the State of Colorado. The Statement of
Substantial Compliance shall state that the project or a portion of the project has been completed
in substantial compliance with accepted plans and specifications documenting the following:
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3.2.1 The Property Lessee's Engineer or his representative has made a site visit at the
completion of construction and the construction plans utilized are the same as those
accepted by Weld County.
3.2.2 For the improvements to public ROW or easements, test results must be submitted
for all phases of this project as per Colorado Department of Transportation
(CDOT) Schedule for minimum materials sampling, testing and inspections found
in CDOT Materials Manual.
3.2.3 "As -built" plans shall be submitted at the time the letter requesting release of
collateral is submitted or at such time as the Property Lessee has completed
improvements as shown on the Exhibit C and/or Exhibit D, and shall be stamped
and approved by an Engineer registered in the State of Colorado, if an Engineer
was initially required for the project. The Property Lessee's Engineer shall certify
that the project "as -built" is in substantial compliance with the plans and
specifications as approved, or that any material deviations have received prior
written acceptance from the County Engineer.
3.3 County's Response to Request for Release of Collateral, Following a written request for
release of collateral, County personnel will inspect the improvements as provided in this
Agreement. Upon approval, the BOCC may release said collateral.
C. Acceptance of Improvements:
1.0 Acceptance of Off -Site Improvements. Upon completion of the off -site improvements, Property
Lessee shall coated the Weld County Development Review Team and request an inspection of such
improvements. Upon request, County personnel will initiate the inspection, approval, and acceptance
process.
2.0 Inspection. Approval. and Acceptance Process.
2.1 Upon completion of construction of all off -site improvements as described in the
Construction Plans, Property Lessee shall submit to the Weld County Department of Planning
Services a Statement of Substantial Compliance by Property Lessee's Engineer along with "as -
built" drawings as required in subsection 113.2.3, above, and shall request County inspection of the
off -site improvements. County personnel shall then inspect the improvements. If the County
determines the improvements wem not constructed in accordance with the Construction Plans, the
County shall direct the Property Lessee to correct the deficiencies. If the County determines the
improvements were constructed in accordance with the Construction Plans, the County shall
initially approve the off -site improvements.
2.2 Two -Year Warranty Period, Such initial approval begins the two-year warranty period.
Upon completion of the two-year warranty period, County personnel shall, upon request by the
Property Lessee, inspect the subject improvements, and notify the Property Lessee of any
deficiencies caused by defects in workmanship. If any deficiencies caused by defects in
workmanship attribute to Property Lessee are discovered, the Property Lessee shall correct the
deficiencies. County personnel shall re -inspect the improvements after notification from the
Property Lessee that said deficiencies have been corrected. If the County personnel finds that the
improvements are constructed according to County standards, he or she shall approve the
improvements. Such final approval shall authorize the Property Lessee to request the BOCC to
release the Warranty Collateral.
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2.3 Placement of Improvements into Service Prior to County Approval. If requested by the
Property Lessee and agreed by the County, portions of the improvements may be placed in service
when completed according to the schedule shown on the construction schedule exhibit, but such
use and operation shall not alone constitute an approval or acceptance of said portions of the
improvements. 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 the construction schedule exhibit and may continue to issue building permits so long as the
progress of work on the improvements is satisfactory to the County, and all terms of this Agreement
have been faithfully kept by Property Lessee.
D. FAME, The Property Lessee is required to apply for, receive, and comply with all permits
required by the County or any other applicable local, State, or federal permit, including but not limited to:
1.0 Access Permits. Property Lessee shall not use any access onto any County road or construct, change
or make improvements to any access unless and until an access permit has been issued by the Department
of Planning Services. Planning Services may condition the issuance of an updated access permit on the
amendment of this Agreement if the updated access permit authorizes the use of an additional access point,
or if there is a change in use of the current access point, as permitted by Article XIV of Chapter 8 of the
Weld County Code.
2.0 ROW Permits. Per Article XIII of Chapter 8 of the Weld County Code, any work occurring within
County ROW requires a ROW permit issued by the Department of Public Works. No work shall occur
without said ROW permit.
3.0 Transport Permits, Per Article XV of Chapter 8 of the Weld County Code, a Weld County Transport
Permit is required for extra -legal vehicles using Weld County roadways to ensure the operation and
movement of extra -legal Vehicles and Loads occurs in a safe and efficient manner.
E. Enforcement and Remedies:
1.0 Violation of Terms of Agreement. If in County's opinion, Property Lessee has violated any of the
terms of this Agreement, County shall notify Property Lessee of its belief that the Agreement has been
violated and shall state with specificity the facts and circumstances that County believes constitute the
violation. Property Lessee shall have fifteen (15) days within which to either cure the violation or
demonstrate compliance. If, after fifteen (15) days have elapsed, County believes in good faith that the
violation is continuing, County may consider Property Lessee to be in breach of this Agreement.
2.0 Remedies for Breach by Property Lessee, In the event that County determines that Property Lessee
has violated the terms of this Agreement, and has failed to correct said violation or demonstrate compliance,
County may exercise any or all of the following remedies, or any other remedy available in law or equity.
2.1 Access and Use of Collateral. County may access and use collateral to address the issues
specific to the violation. For example, the County may access and use Project Collateral in order to
complete improvements as required by the Construction Plans, when such improvements have not
been completed in accordance with the Construction Schedule.
2.2. Withholdins Permits, County may "lock" any or all lots within the Property, which
precludes the continued issuance of building permits, zoning permits, septic permits, or any other
permit issued by any department of the County.
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2.3 Court Action. County may seek relief in law or equity by filing an action in the Weld
District Court or Federal District Court for the District of Colorado, except that no such civil action
or order shall be necessary to access collateral for the purpose of completing improvements as
described above.
2.4 Revocation of Permit. Property Lessee acknowledges that failure to comply with the terms
of this Agreement constitutes cause to revoke the Permit, and County may exercise this option in
its sole discretion by proceeding with revocation under the then current provisions of the Weld
County Code.
2.5 Limitation on Damages. Any damages to either party fora breach of this Agreement shall
be limited to actual damages. Neither party shall be liable to the other for any consequential,
incidental, punitive, or direct damages arising out of this Agreement.
3.0 Termination of Agreement. This Agreement shall terminate upon the earliest of the following
events:
3.1 Failure to Commence. County may terminate this Agreement upon or after revocation of
the underlying land use approval under Weld County Code. However, County may still exercise
all necessary activities under this Agreement that the County determines necessary to protect the
health, safety, and welfare of the residents of Weld County.
3.2 Cessation of all Permit Related Activities, Termination of this Agreement shall occur upon
Property Lessee's complete cessation of all activities permitted including any clean up or
restoration required. A partial cessation of activities shall not constitute a Termination of this
Agreement, nor shall County's issuance of a partial release/vacation constitute a Termination.
Unless informed in writing by the Property Lessee of cessation of activities, and verified by the
County, cessation shall only be presumed if the County determines that the operation has been
inactive for three (3) years. Property Lessee shall not be entitled to a release of Projector Warranty
Collateral unless and until the improvements required by this Agreement are completed.
3.3 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 or leased the Property and/or has assumed the operation of the business permitted as,
and intends to make use of the rights and privileges available to it.
3.4 Revocation of Permit, This Agreement shall terminate following County's revocation of
Property Lessee's Permit, except that the Property Lessee shall only be released from this
Agreement after the successful completion of all improvements required under this Agreement,
which may be completed by County after accessing Property Lessee's collateral if Property Lessee
fails to complete such improvements.
4.0 Responsibility for Financial Obligations of Property Lessee. Wherever in this Agreement the
Property Lessee is obligated to make payment of any amounts to the County, such amounts shall be paid
by the Funding Parties on behalf of the Property Lessee. The County agrees to look only to the Funding
Parties or the Collateral for payment of any amounts due from the Property Lessee. Notwithstanding the
foregoing, any failure of the Funding Parties to make payments due under this Agreement on behalf of the
Property Lessee will be treated the same as a failure by the Property Lessee for purposes of any alleged
breach or default by the Property Lessee under this Agreement. BP and AEP shall each be responsible on
a several basis for one half (50%) of any amounts due from the Funding Parties under this Agreement.
Cedar Creek II, LLC — AP21.00535 - OFFSIA21-0005
Page 11 of 16
Property Lessee may at any time following satisfaction of its obligations under Section D.5.0 (Post -
Construction) with County inspection and acceptance give notice to the County that Property Lessee
assumes all obligations of the Funding Panics under this Agreement and, following such notice, the Funding
Parties will be released and discharged from any further obligations under this Agreement.
F. General Provisions:
1.0 Successors and Assigns.
1.1 Property Lessee may not delegate, transfer, or assign this Agreement in whole or in part,
without the prior express written consent of County and the written agreement of the party to whom
the obligations under this Agreement are assigned. Consent to a delegation or an assignment will
not be unreasonably withheld by County. In such case, Property Lessee's release of its obligations
shall be accomplished by County's execution of a new Improvements Agreement with the
successor owner or lessee of the property.
1.2 County's rights and obligations under this Agreement shall automatically be delegated,
transferred, or assigned to any municipality which, by and through annexation proceedings, has
assumed jurisdiction and maintenance responsibility over all roads affected by this Agreement.
2.0 Severability, If any term or condition of this Agreement shall be held to be invalid, illegal, or
unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without
such provision, to the extent that this Agreement is then capable of execution within the original intent of
the parties.
3.0 Govemmental Immgnity. No term or condition of this contract shall be construed or interpreted as
a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of
the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended.
4.0 Amendment or Modification. Any amendments or modifications to this agreement shall be in
writing and signed by both parties.
5.0 No Third -Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms
and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly
reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of
action whatsoever by any other person not included in this Agreement. It is the express intention of the
undersigned parties that any entity other than the undersigned parties receiving services or benefits under
this Agreement shall be an incidental beneficiary only.
6.0 Board of County Commissioners of Weld County Approval. This Agreement shall not be valid
until it has been approved by the BOCC of Weld County, Colorado or its designee.
7.0 Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto,
shall be 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 be null
and void. In the event of a legal dispute between the parties, the parties agree that the Weld County District
Court or Federal District Court for the District of Colorado shall have exclusive jurisdiction to resolve said
dispute.
Cedar Creek II, LLC — AP21.00535 - OFFStA21-0005
Page l2 of l6
8.0 Attorneys' Fees/Legal Casts, In the event of a dispute between County and Property Lessee,
concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney
fees and/or legal costs incurred by or on its own behalf.
9.0 Release of Liability. Property Lessee shall indemnify and hold harmless the County from any and
all liability loss and damage, including reasonable attorney's fees and costs, that the County may suffer as
a result of all suits, actions, or claims of every nature and description caused by, arising from, or on account
of the negligent or intentional act of the Property Lessee or its officers, agents, employees, or contractors
connected with this Agreement, except for the liability, loss or damage arising from the negligent or
intentional act of the County or its agents, employees or contractors. 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. The obligations of Property Lessee under
this paragraph shall not extend to any judgments against County which are in excess of the limitations on
liability set forth in the Colorado Governmental Immunity Act, C.R.S. Section 24-10-101, et. seq. to the
maximum extent that such limitations on liability are applicable.
10.0 Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra-
judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference
shall be null and void.
11.0 Autho y ,Sigae. Each person signing this Agreement represents and warrants that he or she is
duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and
warrants to the other that the execution and delivery of the Agreement and the performance of such party's
obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement
binding on such party and enforceable in accordance with its terms. If requested by the County, Property
Lessee shall provide the County with proof of Property Lessee's authority to enter into this Agreement
within five (5) days of receiving such request.
12.0 Acknowledement, County and Property Lessee aclmowledge that each has read this Agreement,
understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the
attached or incorporated Exhibits, is the complete and exclusive statement of agreement between the parties
and supersedes all proposals or prior agreements, oral or written, and any other communications between
the parties relating to the subject matter of this Agreement.
13.0 Notwithstanding any other provision contained in this Agreement, for any conflict or potential
conflict between any tern in this Agreement and the Resolution of the BOCC approving the underlying
land use permit, the provisions of the Board's Resolution shall control. In the event of a discrepancy
between this agreement and the Weld County Code in effect at the time of the agreement, the terms of the
Weld County Code shall control.
14.0 Property Lessee shall notify the County in the event that the Property Lessee does not proceed with
its partial repower project, such that the road use contemplated by this Agreement will not occur. In the
event that the Property Lessee notifies the County that it will not proceed with its partial repower project,
then this Agreement shall terminate and be of no further force or effect.
Cedar Creek II, LLC- AP21-00535 - OFFSIA21-0005
Page 13of16 m�r�
PROPERTY LESSEE: Cedar Creek II, LLC
BY: jre GGt4.hh J
Name: KikilieRime 8ARO-At4t
rtle: Awf1,+t 121ra Si m.wa.-.
STATE OF /I AS
County of iikee AS
Date O9 /Ilo/2021
The &weeping instrument was acknowledged before me this ylay of SePreatPe,
202 by KATi9E,e./41E
WITNESS my band and official seal.
Zaitc w+o. Caoso
ION.. MOM
Fytmt PaNs 17 sf 188
�. igrk R Fa:ia.ae County . co
/III ' araiki�i�ti►vo lisissi lull
4773483 ;154tat""i"140":"21rPliklalki
Paws; 17 et 184
Gk'I1'I Kopp�i,pCOW�,E��!I ���ltYl
Notary Public
Cedar Creek Q, LLC — AP21-00S35 - OFFSIA21-0000
Page 14 of 16
WITNESS my hand and official seal.
Elm Low CAM
o:a iossa"v"+ieo°
10 He. rawer
r.w
FUNDING PARTY: BP Wind Energy North America, Inc.
By: Date 9it612.ot
Name: ALL eTF We. 4,4p1R14lck.
Title: VtCG:
PR1=5��5:�S
STATE OF / Pxa S
County of /1/4 r"r/ cJ'
ss.
The foregoing instnmtent was acknowledged before me this/ 6 day of c repLem Ae
2421, by a hr7/42 ch
Notary Public
470327 Pagan: 10 of 100
12/17/2021 02:00 Pfl R FN :f0.00
Carly Koapaa, Clork and R000rdar, Wald County CO
VIII IN�efIY�1���iI�rtg6��dII����tJ4ti���JGllk► $I III
4773483 Pagan: 10 of 104
tt/00/2021 10:54 AM R FAr:=0.00
Carly Koppea, Clark and Raoordar, Wld County CO
SIN ltrie'rr�4�4 A►YI "II
Coder Creek 11, 4LC: — AP21-00535 - OFFSIA2l-0005
Page 15 of 10
FUNDING PARTY: Cedar Creek II Wind Energy, LLC
By: j"' Date: September 17, 2021
Name: Joel H Jansen
Title: Vice President
STATE OF OHIO
County of FRANKLIN )
The foregoing instrument was acknowledged before me this 17. day of September,
2021, by Joel H. Jansen.
WITNESS my hand and official seal. 5 t,
Sarah Smlthhkler
Commission A 2019 -RE -T51
I
Electronic Notary Public
State of Ohio
My Comm Exp. Apr 29, 2024
Notary Public
WELD COUNTY:
ATTEST: d v• �CL�•�
Weld C, .: Clerk to the Boa
BY:
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
Moreno, Chair OCT 2 0 2021
47734�8�3 Paps: 10 sf. 104 4780327 Pr41 t 10 of 100
Girl�%ooaes an send =near. ihrdt Cau+tn to Carly/Koppel ,ec canna haFor "Wtd cow_ yt 00
tIIIIFAMAIh�ih�til i�`Ia t�k 2M+IL' iY ► sill VIII �ttrtM!'1� ligi �CtI��� lifid it/IIII
ID.Varay ID: IE19200&2707-A20O.0000.00104CA92A00
vi.vw docveriy wm
Cedar Creek II, LLC — AP21-00535 - OFFS.1-0005
Page 16 of 16
o2o -,2q
aremilI
4773483 Papas: 20 of 104
11/05/2021 10:54 411 R Ftt:$0.00
Car : y <coole Clerk and Reorder 14010 Canty CO
VIII POPAIIKAISPITIttlilt 1411111
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Scope of Work Descri pt lon & Estimate
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4788327 Paper: 20 of 106
12/17/2021 02:55 P8 R Fet.50.e0
Carly kept.. CLa'e end Recorder Wend Courtly CO
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