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Home My WebLink About20222513.tiffRESOLUTION RE: APPROVE RELEASE OF PROJECT COLLATERAL AND ACCEPT WARRANTY COLLATERAL (PHASE TWO - PANORAMA WIND) FOR USE BY SPECIAL REVIEW PERMIT, USR19-0014, AND AUTHORIZE CHAIR TO SIGN - LEEWARD RENEWABLE ENERGY DEVELOPMENT, 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 June 10, 2019, the Weld County Board of Commissioners approved the application of Leeward Renewable Energy Development, LLC, 6688 North Central Expressway, Suite 500, Dallas, Texas 75206, for a Site Specific Development Plan and Use by Special Review Permit, USR19-0014, for a 1041 Major Facility of a Public Utility (a wind energy facility for up to 380 megawatts (MW), along with one (1) 230 kilovolt (kV) transmission line approximately eleven (11) miles in length and one (1) 115 kV transmission line approximately fifteen (15) miles in length, two (2) electrical substations, two (2) temporary laydown yards and two (2) temporary concrete batch plants along with up to seven (7) temporary construction trailers to be utilized during the construction of the facilities and six (6) meteorological towers) in the A (Agricultural) Zone District, on the following described real estate, being more particularly described as follows: The proposed facility is located in Sections 6, 7, and 8, Township 10 North, Range 58 West; Section 1, Township 10 North, Range 59 West; Sections 2 and 3, Township 10 North, Range 60 West; Sections 1, 3, 4, 5, 6, 7, 9, 10, 19, 30, and 31, Township 11 North, Range 58 West; Sections 1, 2, 3, 4, 5, 7, 8, 9, 10, 11, 12, 15, 17, 18, 19, 20, 22, 23, 24, 25, 29, and 36, Township 11 North, Range 59 West; Sections 13, 14, 23, 24, 25, 26, and 35, Township 11 North, Range 60 West; Sections 19, 20, 21, 25, 26, 27, 29, 32, 33, 34, 35, and 36, Township 12 North, Range 58 West; Sections 19, 20, 21, 22, 24, 26, 27, 28, 29, 30, 31, 32, 34, 35, and 36, Township 12 North, Range 59 West; and Sections 22, 23, 24, 25, 26, and 27, Township 12 North, Range 60 West of the 6th P.M., Weld County, Colorado WHEREAS, on October 9, 2019, the Board approved an Improvements and Road Maintenance Agreement According to Policy Regarding Collateral for Improvements (Phase One — Mountain Breeze Wind, LLC), between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and Leeward Renewable Energy Development, LLC, with terms and conditions being as stated in said agreement, and also accepted an Irrevocable Standby Letter of Credit #IS000101450U, from Commodore New US Holdco, LLC, on behalf of Mountain Breeze Wind, LLC, in the amount of $2,000,000.00, and 4856486 Pages: 1 of 3 0Ca9rizy1Kopp s,1Cle k a:32 nld Recorder, Wald County , CO CC: PL. (-r?/eA/xTn/KR/c$) VIII IirAlb'hlfl;k I AN 041410 011M1gMY44 Ill II I iona/ 2022-2513 PL2672 APPROVE RELEASE OF PROJECT COLLATERAL AND ACCEPT WARRANTY COLLATERAL (PHASE TWO - PANORAMA WIND, LLC) - LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC (USR19-0014) PAGE 2 WHEREAS, on April 5, 2021, the Board approved release of project collateral (Phase One — Mountain Breeze Wind, LLC), in the form of an Irrevocable Standby Letter of Credit #IS000101450U from Commodore New US Holdco, LLC, on behalf of Mountain Breeze Wind, LLC, in the amount of $2,000,000.00, and accepted warranty collateral in the form of an Amendment Number 001 to Irrevocable Standby Letter of Credit #IS000101450U, from Commodore New US Holdco, LLC, on behalf of Mountain Breeze Wind, LLC, guaranteed by Wells Fargo Bank, National Association, Attn: U.S. Standby Trade Services, 794 Davis Street, 2nd Floor, MAC A0283-023, San Leandro, California 94577-6922, decreasing the amount of $2,000,000.00 by $1,700,000.00 to $300,000.00, and WHEREAS, on July 7, 2021, pursuant to certain Conditions of Approval, the Board approved an Improvements and Road Maintenance Agreement According to Policy Regarding Collateral for Improvements (Phase Two — Panorama Wind, LLC), between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and Leeward Renewable Energy Development, LLC, with terms and conditions being as stated in said agreement, and accepted an Irrevocable Standby Letter of Credit #IS000204292U, from Wells Fargo Bank, NA, U.S. Trade Services, 794 Davis Street, 2nd Floor, MAC A0283-023, San Leandro, California 94577-6922, on behalf of Panorama Wind, LLC, in the amount of $2,000,000.00, and WHEREAS, the Department of Planning Services received a request from Leeward Renewable Energy Development, LLC, that the Board of County Commissioners release the project collateral (Phase Two — Panorama Wind, LLC), in the form of an Irrevocable Standby Letter of Credit #IS000204292U from Panorama Wind, LLC, in the amount of $2,000,000.00, and accept warranty collateral in the form of Amendment Number 001 to Irrevocable Standby Letter of Credit #IS000204292U, from Panorama Wind, LLC, guaranteed by Wells Fargo Bank, National Association, Attn: U.S. Trade Services, Standby Letters of Credit, 401 North Research Parkway, 1st Floor, MAC D4004-017, Winston-Salem, North Carolina 27101-4157, decreasing the amount of $2,000,000.00 by $1,700,000.00 to $300,000.00, and WHEREAS, staff from the Weld County Departments of Public Works and Planning Services performed a site inspection and recommend release of said project collateral and acceptance of warranty collateral, and WHEREAS, upon recommendation of staff, the Board deems it advisable to release the project collateral (Phase Two — Panorama Wind, LLC), in the form of an Irrevocable Standby Letter of Credit #IS000204292U from Panorama Wind, LLC, in the amount of $2,000,000.00, and accept warranty collateral in the form of Amendment Number 001 to Irrevocable Standby Letter of Credit #IS000204292U, from Panorama Wind, LLC, guaranteed by Wells Fargo Bank, National Association, Attn: U.S. Trade Services, Standby Letters of Credit, 401 North Research Parkway, 1st Floor, MAC D4004-017, Winston-Salem, North Carolina 27101-4157, decreasing the amount of $2,000,000.00 by $1,700,000.00 to $300,000.00, copies of which are attached hereto and incorporated herein by reference. 4856486 Pages: 2 of 3 09/21/2022 10:32 AM R Fee:$0.00 Carly Koppel, Clerk and Recorder, Weld County , CO II III 2022-2513 PL2672 APPROVE RELEASE OF PROJECT COLLATERAL AND ACCEPT WARRANTY COLLATERAL (PHASE TWO - PANORAMA WIND, LLC) - LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC (USR19-0014) PAGE 3 NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the currently held project collateral for Leeward Renewable Energy Development, LLC, (Phase Two — Panorama Wind, LLC), in the form of an Irrevocable Standby Letter of Credit #IS000204292U from Panorama Wind, LLC, in the amount of $2,000,000.00, be released and warranty collateral in the form of Amendment Number 001 to Irrevocable Standby Letter of Credit #IS000204292U, from Panorama Wind, LLC, guaranteed by Wells Fargo Bank, National Association, decreasing the amount of $2,000,000.00 by $1,700,000.00 to $300,000.00, be, and hereby is, accepted. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said amendment. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 31st day of August, A.D., 2022. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: attifou . d o:ok cbtt K. James, Chair Weld County Clerk to the Board ounty Attorney Date of signature: q /SS/2-2 4856486 Pages: 3 of 3 09/21/2022 10:32 AM R Fee:$0.00 Carly Koppel, Clark and Reoordar, Weld County , CO •III 1 r�1��4��II 41%'I rah �iI 1bM' a � i 114HIs 11111 2022-2513 PL2672 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: BOCC Agenda Item — Full Release of Project Collateral and Acceptance of Warranty Collateral for: Leeward Renewable Energy Development, LLC - USR19-0014 - Phase Two Agreement - Panorama Wind DEPARTMENT: Planning Services DATE: August 16, 2022 PERSON REQUESTING: Jazmyn Trujillo -Martinez Brief description of the problem/issue: The department of Planning Services received a request from Leeward Renewable Energy Development, LLC, requesting that the Board of County Commissioners release the currently held project collateral for Leeward Renewable Energy Development, LLC, Phase Two, Panorama Wind, in the amount of $1,700,000.00, Warranty collateral in the amount of $300,000.00 is required to be held for the duration of the Warranty Period. Leeward Renewable Energy Development, LLC has provided the Warranty Collateral in the form of an Amendment to the Original Irrevocable Standby Letter of Credit Issued by Wells Fargo. 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 2021-1761, 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 8OCC Hearing item be placed on the next available agenda as part of the Regular Agenda. Weld County Collateral List: Leeward Renewable Energy Development, LLC — Phase Two - Panorama Wind — USR19-0014 (PL2672, #2021-1761, Approved 07/07/2021, Contract ID 4978) Improvements and Road Maintenance Agreement Irrevocable Standby Letter of Credit #IS00020429211 Commodore New US HoldCo LLC on Behalf Of Panorama Wind, LLC — Wells Fargo Bank, N.A. Expiry Date 11/30/2022 —Auto extends annually unless Notified in writing 90 days prior $2,000,000.00 Recommendation: The Departments of Planning Services, Public Works, and the County Attorney's Office are recommending approval of the full release of Project Collateral and acceptance of Warranty Collateral for Leeward Renewable Energy Development, LLC (USR19-0014) and this item be placed on the next regularly scheduled BOCC Hearing agenda, as part of the Regular Agenda. Approve Schedule Recoo ndation Work Session Other/Comments: Perry L. Buck Mike Freeman, Pro-Tem Scott K. James, Chair Steve Moreno Lori Saine 2022-2513 6$/3I PLl(o1Z WELLS FARGO Wills Fargo Bank N.A tf.S. Trade Services Standby Letters of Credit 401 N. Research Pkwy, 1st Floor MAC Noo4-m7, Winston-Salem, NC anor4tg7 Phone: l(Roo) 776-3062 Option z E -Mail: able-new@wellsfargo.com Amendment To Irrevocable Standby Letter Of Credit Number : IS000204292U Amendment Number : 001 Amend Date : August 10, 2022 BENEFICIARY APPLICANT BOARD OF COUNTY COMMISSIONER OF WELD COUNTY ATTENTION: CLERK TO THE BOARD 1150 O STREET, P.O. BOX 758 GREELEY, COLORADO 80631 PANORAMA WIND, LLC 6688 N. CENTRAL EXPRESSWAY, SUITE 500 DALLAS, TEXAS 75204 LADIES AND GENTLEMEN: AT THE REQUEST AND FOR THE ACCOUNT OF THE ABOVE REFERENCED APPLICANT, WE HEREBY AMEND OUR IRREVOCABLE STANDBY LETTER OF CREDIT (THE "WELLS CREDIT") IN YOUR FAVOR AS FOLLOWS: THE CURRENT AVAILABLE AMOUNT IS DECREASED BY USD 1,700,000.00 TO USD 300,000.00 . ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. THIS AMENDMENT IS TO BE ATTACHED TO THE ORIGINAL WELLS CREDIT AND IS AN INTEGRAL PART THEREOF. Very Truly Yours, WELLS FARGO BANK, N.A. By: Authorized Signature The original of the Letter of Credit contains an embossed seal over the Authorized Signature. 1510 Page 1 of 2 Each page of this document is an integral part of this Irrevocable Standby Letter of Credit Number IS000204292U , Amendment Number 001 WELLS FARGO Please direct any written correspondence or inquiries regarding this Letter of Credit, always quoting our reference number, to Wells Fargo Bank, National Association, Attn: U.S. Standby Trade Services ateither 794 Davis Street, 2nd Floor MAC A0283-023, San Leandro, CA 94577-6922 or 401 N. Research Pkwy, 1st Floor MAC O4004-017, WINSTON-SALEM, NC 27101-4157 Phone inquiries regarding this credit should be directed to our Standby Customer Connection Professionals 1-800-776-3862 Option 2 1-800-776-3862 Option 2 (Hours of Operation: 8:00 a.m. PT to 5:00 p.m. PT) (Hours of Operation: 8:00 a.m. EST to 5:00 p.m. EST) Consent to Amendment 001 on Standby Letter of Credit No.15000204292U is required to become effective. Please date and sign below and return a copy via e-mailtostandbylc@wellsfargo.com orreturn an original signed copy to our office located at either: 794 Davis Street, 2nd Floor MAC A0283-023, San Leandro, CA 94577-6922 or Fax to 844-879-2898. or 401 N. Research Pkwy, 1st Floor MAC D4004-017, WINSTON-SALEM, NC 27101-4157 or Fax to 844-879-2898. Amendment accepted in its entirety © Amendment rejected in its entirety AUG 3 22 Date Authorized Signature- BOARD OF COUNTY COMMISSIONER OF WELD COUNTY Scott K. James, Chair, Board of Weld ( 970 ) 400-4225 County Commissioners Telephone Number Printed Name of Authorized Signer 1510 Page 2 of 2 Each page of this multipage document is an integral part of this Irrevocable Standby Letter of Credit Number I5000204292U , Amendment Number 001 RESOLUTION RE: APPROVE IMPROVEMENTS AND ROAD MAINTENANCE AGREEMENT ACCORDING TO POLICY REGARDING COLLATERAL FOR IMPROVEMENTS (PHASE TWO - PANORAMA WIND), AUTHORIZE CHAIR TO SIGN, AND ACCEPT OFF -SITE COLLATERAL FOR USE BY SPECIAL REVIEW PERMIT, USR19-0014 - LEEWARD RENEWABLE ENERGY DEVELOPMENT, 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 June 10, 2019, the Weld County Board of Commissioners approved the application of Leeward Renewable Energy Development, LLC, 6688 North Central Expressway, Suite 500, Dallas, Texas 75206, for a Site Specific Development Plan and Use by Special Review Permit, USR19-0014, for a 1041 Major Facility of a Public Utility (a wind energy facility for up to 380 megawatts (MW), along with one (1) 230 kilovolt (kV) transmission line approximately eleven (11) miles in length and one (1) 115 kV transmission line approximately fifteen (15) miles in length, two (2) electrical substations, two (2) temporary laydown yards and two (2) temporary concrete batch plants along with up to seven (7) temporary construction trailers to be utilized during the construction of the facilities and six (6) meteorological towers) in the A (Agricultural) Zone District, on the following described real estate, being more particularly described as follows: The proposed facility is located in Sections 6, 7, and 8, Township 10 North, Range 58 West; Section 1, Township 10 North, Range 59 West; Sections 2 and 3, Township 10 North, Range 60 West; Sections 1, 3, 4, 5, 6, 7, 9, 10, 19, 30, and 31, Township 11 North, Range 58 West; Sections 1, 2, 3, 4, 5, 7, 8, 9, 10, 11, 12, 15, 17, 18, 19, 20, 22, 23, 24, 25, 29, and 36, Township 11 North, Range 59 West; Sections 13, 14, 23, 24, 25, 26, and 35, Township 11 North, Range 60 West; Sections 19, 20, 21, 25, 26, 27, 29, 32, 33, 34, 35, and 36, Township 12 North, Range 58 West; Sections 19, 20, 21, 22, 24, 26, 27, 28, 29, 30, 31, 32, 34, 35, and 36, Township 12 North, Range 59 West; and Sections 22, 23, 24, 25, 26, and 27, Township 12 North, Range 60 West of the 6th P.M., Weld County, Colorado WHEREAS, on October 9, 2019, the Board approved an Improvements and Road Maintenance Agreement According to Policy Regarding Collateral for Improvements (Phase One — Mountain Breeze Wind, LLC), between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and Leeward Renewable Energy Development, LLC, with terms and conditions being as stated in said agreement, and also accepted an Irrevocable Standby Letter of Credit #IS000101450U from Commodore New US Holdco, LLC, on behalf of Mountain Breeze Wind, LLC, in the amount of $2,000,000.00, and CC: Pw(ER/CH/na/TR/TrMITL), PL('rv/KR/cu) 07/23/2i 2021-1761 PL2672 IMPROVEMENTS AGREEMENT (PHASE TWO - PANORAMA WIND, LLC) - LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC (USR19-0014) 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 (Phase Two — Panorama Wind, LLC) between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and Leeward Renewable Energy Development, LLC, with terms and conditions being as stated in said agreement, and WHEREAS, the Board has been presented with an Irrevocable Standby Letter of Credit #IS000204292U from Wells Fargo Bank, NA, U.S. Trade Services, 794 Davis Street, 2nd Floor, MAC A0283-023, San Leandro, California 94577-6922, on behalf of Panorama Wind, LLC, in the amount of $2,000,000.00, and WHEREAS, after review, the Board deems it advisable to approve said agreement and accept said Irrevocable Standby Letter of Credit 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 Agreement According to Policy Regarding Collateral for Improvements (Phase Two — Panorama Wind, LLC) between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and Leeward Renewable Energy Development, LLC, be, and hereby is, approved. BE IT FURTHER RESOLVED that an Irrevocable Standby Letter of Credit #IS000204292U from Wells Fargo Bank, NA, on behalf of Panorama Wind, LLC, in the amount of $2,000,000.00, be, and hereby is, accepted. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. 2021-1761 PL2672 IMPROVEMENTS AGREEMENT (PHASE TWO - PANORAMA WIND, LLC) - LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC (USR19-0014) PAGE 3 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 7th day of July, A.D., 2021. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: didim);� Weld County Clerk to the Board County orney Date of signature: 07/H /21 Steve IlI S ' ames, Pro -T Perry L. B reno ' hair 2021-1761 PL2672 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: BOCC Agenda Item - Approve Improvements and Road Maintenance Agreement for: Leeward Renewable Energy Development, LLC — USR19-0014 — Phase Two Agreement — Panorama Wind DEPARTMENT: Public Works DATE: June 29, 2021 PERSON REQUESTING: Jazmyn Trujillo -Martinez Brief description of the problem/issue: The Department of Public Works received a request from the applicant, Leeward Renewable Energy Development, LLC, requesting that the Board of County Commissioners consider approving the Improvements and Road Maintenance Agreement for (USR19-0014 — Phase Two Agreement — Panorama Wind). Collateral is required with this agreement in the amount of $1,934,525 and will be presented as a letter of credit to the Board of County Commissioners. The Department of Public Works and the County Attorney's Office has accepted the redlined version of the Improvements and Road Maintenance Agreement, Haul Route Map, and Gravel Roads Maintenance and Reclamation Plan and has induded them as their appropriate corresponding reference and Exhibits. These will be replaced with the 100% accepted and executed documents upon receipt. Weld County Public Works, Planning Services and the County Attorney's Office have reviewed the above mentioned signed original document and observed the following: • All Public Works related items, of the "Improvements & Road Maintenance Agreement According To Policy Regarding Collateral For Improvements", are found to be acceptable. • This Agreement complies with the terms of the Use by Special Review Permit Resolution, as signed by the Board of County Commissioners. What options exist for the Board? (include consequences, impacts, costs, etc. of options): 1. Have this BOCC Hearing item be placed on the next available agenda as part of the Consent Agenda. 2. Have this BOCC Hearing item be placed on the next available agenda as part of the Regular Agenda. Recommendation: Option 1. The Departments of Public Works, Planning Services and the County Attomey's Office are recommending approval of the Improvements & Road Maintenance Agreement According To Policy Regarding Collateral For Improvements for USR19-0014, and that this item be placed on the next regularly scheduled BOCC Hearing, as part of the Regular Agenda. Approve Schedule Re •_1l n , lion Work Session Other/Comments: Perry L. Buck Mike Freeman Scott K. James, Pro-Tem Steve Moreno, Chair Lori Seine 2021-1761 P�.�267a. WELLS FARGO Wells Fargo Bank, N.A. U.S. Trade Services Standby Letters of Credit 794 Dais Street and Floor MAC Ao283-m13, San Leandro, CA 94577-6922 Phone: r(Sool 776-3862 Option 2 E -Mail: sMc-new@welisfargo.com Irrevocable Standby Letter Of Credit Number: I5000204292U Issue Date : July 2, 2021 BENEFICIARY APPLICANT BOARD OF COUNTY COMMISSIONER OF WELD COUNTY ATTENTION: CLERK TO THE BOARD 1150 O STREET, P.O. BOX 758 GREELEY, COLORADO 80631 PANORAMA WIND, LLC 6688 N. CENTRAL EXPRESSWAY, SUITE 500 DALLAS, TEXAS 75204 LETTER OF CREDIT ISSUE AMOUNT USD 2,000,000.00 EXPIRY DATE NOVEMBER 30, 2022 LADIES AND GENTLEMEN: AT THE REQUEST AND FOR THE ACCOUNT OF THE ABOVE REFERENCED APPLICANT, WE HEREBY ISSUE OUR IRREVOCABLE STANDBY LETTER OF CREDIT (THE "LETTER OF CREDIT") IN YOUR FAVOR IN THE AMOUNT OF USD 2,000,000 (TWO MILLION AND 00/100 U.S. DOLLARS) AVAILABLE WITH US AT OUR ABOVE OFFICE BY PAYMENT OF YOUR DRAFT(S) DRAWN ON US AT SIGHT ACCOMPANIED BY YOUR SIGNED AND DATED STATEMENT WORDED AS FOLLOWS WITH INSTRUCTION IN BRACKETS THEREIN COMPLIED WITH: "THE UNDERSIGNED, AN AUTHORIZED OFFICIAL OF THE BOARD OF COUNTY COMMISSIONER OF WELD COUNTY ("BENEFICIARY"), HEREBY CERTIFIES THAT PANORAMA WIND, LLC ("APPLICANT") HAS COMMITTED A MATERIAL BREACH OF THE IMPROVEMENTS AGREEMENT ACCORDING TO POLICY REGARDING COLLATERAL FOR IMPROVEMENTS REGARDING PANORAMA WIND DATED JULY 7, 2021 BY AND BETWEEN THE BENEFICIARY AND APPLICANT." EXCEPT IN THE EVENT OF A FAX DRAWING (AS DEFINED BELOW) EACH DRAFT MUST ALSO BE ACCOMPANIED BY THE ORIGINAL OF THIS LETTER OF CREDIT FOR OUR ENDORSEMENT ON THIS LETTER OF CREDIT OF OUR PAYMENT OF SUCH DRAFT. PARTIAL AND MULTIPLE DRAWINGS ARE PERMITTED UNDER THIS LETTER OF CREDIT. DRAWINGS MAY BE PRESENTED TO US AT OUR ABOVE OFFICE BY HAND DELIVERY OR DELIVERED TO US BY U.S. POSTAL SERVICE MAIL, REGISTERED MAIL OR CERTIFIED MAIL OR BY EXPRESS COURIER OR OVERNIGHT COURIER. DRAWINGS MAY ALSO BE PRESENTED TO US BY FACSIMILE TRANSMISSION TO FACSIMILE NUMBER 844-879-5593 (EACH SUCH DRAWING, A "FAX DRAWING"); PROVIDED, HOWEVER, THAT A FAX DRAWING WILL NOT BE EFFECTIVELY PRESENTED UNTIL YOU CONFIRM BY TELEPHONE OUR RECEIPT OF SUCH FAX DRAWING BY CALLING US AT TELEPHONE NUMBER 1-800-776-3862 (OPTION 2). IF YOU PRESENT A FAX DRAWING UNDER THIS LETTER OF CREDIT YOU DO NOT NEED TO PRESENT THE ORIGINAL OF ANY DRAWING DOCUMENTS, AND IF WE RECEIVE ANY SUCH ORIGINAL DRAWING DOCUMENTS THEY WILL NOT Page 1 of 3 Each page of this document is an integral part of this Irrevocable Standby Letter of Credit Number IS000204292U BE EXAMINED BY US. IN THE EVENT OF A FULL OR FINAL DRAWING THE ORIGINAL LETTER OF CREDIT MUST BE RETURNED TO US BY OVERNIGHT COURIER. EACH DRAFT MUST BE MARKED "DRAWN UNDER WELLS FARGO BANK, N.A. STANDBY LETTER OF CREDIT NO. IS000204292U. IF ANY INSTRUCTIONS ACCOMPANYING A DRAWING UNDER THIS LETTER OF CREDIT REQUEST THAT PAYMENT IS TO BE MADE BY TRANSFER TO AN ACCOUNT WITH US OR AT ANOTHER BANK, WE AND/OR SUCH OTHER BANK MAY RELY ON AN ACCOUNT NUMBER SPECIFIED IN SUCH INSTRUCTIONS EVEN IF THE NUMBER IDENTIFIES A PERSON OR ENTITY DIFFERENT FROM THE INTENDED PAYEE.• THIS LETTER OF CREDIT EXPIRES AT OUR ABOVE OFFICE ON NOVEMBER 30, 2022, BUT SHALL BE AUTOMATICALLY EXTENDED, WITHOUT WRITTEN AMENDMENT, TO NOVEMBER 30 IN EACH SUCCEEDING CALENDAR YEAR, UNLESS WE HAVE SENT WRITTEN NOTICE TO YOU AT YOUR ADDRESS ABOVE BY REGISTERED MAIL OR EXPRESS COURIER THAT WE ELECT NOT TO EXTEND THIS LETTER OF CREDIT BEYOND THE DATE SPECIFIED IN SUCH NOTICE WHICH DATE, WILL BE NOVEMBER 30, 2022 OR ANY SUBSEQUENT NOVEMBER 30 AND BE AT LEAST NINETY (90) CALENDAR DAYS AFTER THE DATE WE SEND YOU SUCH NOTICE. UPON OUR SENDING YOU SUCH NOTICE OF THE NON -EXTENSION OF THE EXPIRATION DATE OF THIS LETTER OF CREDIT, YOU MAY ALSO DRAW UNDER THIS LETTER OF CREDIT BY PRESENTATION TO US AT OUR ABOVE ADDRESS, ON OR BEFORE THE EXPIRATION DATE SPECIFIED IN SUCH NOTICE, OF YOUR DRAFT DRAWN ON US AT SIGHT ACCOMPANIED BY YOUR SIGNED AND DATED STATEMENT WORDED AS FOLLOWS: 'THE UNDERSIGNED, AN AUTHORIZED OFFICIAL OF THE BENEFICIARY OF THE BOARD OF COUNTY COMMISSIONER OF WELD COUNTY ("BENEFICIARY"), HEREBY CERTIFIES THAT WE RECEIVED NOTICE FROM WELLS FARGO BANK, N.A. THAT THE LETTER OF CREDIT NO. IS000204292U WILL NOT BE RENEWED AND THAT PANORAMA WIND, LLC ("APPLICANT') HAS FAILED TO PROVIDE PROOF OF ADEQUATE COLLATERAL AND SUBSTITUTION OF THIS LETTER OF CREDIT NO.15000204292U." WE HEREBY ENGAGE WITH YOU THAT EACH DRAFT PRESENTED UNDER AND IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT WILL BE DULY HONORED IF PRESENTED TOGETHER WITH THE DOCUMENTS SPECIFIED IN THIS LETTER OF CREDIT AT OUR OFFICE LOCATED AT 794 DAVIS STREET, 2ND FLOOR, SAN LEANDRO, CA 94577-6922, ATTENTION: US TRADE SERVICES - STANDBY LETTERS OF CREDIT ON OR BEFORE THE ABOVE STATED EXPIRY DATE, OR ANY EXTENDED EXPIRY DATE IF APPLICABLE. EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (2007 REVISION), THE INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO.600, AND ENGAGES US IN ACCORDANCE THEREWITH. Very Truly Yours, WELLSWELLS7 BANK, NA. By: Authorized Signature The original of the Letter of Credit contains an embossed seal over the Authorized Signature. Page 2of3 Each page of this multipage document is am integral part of this Irrevocable Standby Letter of Credit Number 150002042920 WFI.LS LARGO Please direct any written correspondence or inquiries regarding this Letter of Credit, always quoting our reference number, to Wells Fargo Bank, National Association, Attn: U.S. Standby Trade Services ate"' 794 Davis Street, 2nd Floor MAC A0283-023, San Leandro, CA 94577-6922 or 401 N. Research Pkwy, 1st Floor MAC D4004-017, WINSTON-SALEM, NC 27101-4157 Phone inquiries regarding this credit should be directed to our Standby Customer Connection Professionals 1-800-776-3862 Option 2 1-800-776-3862 Option 2 (Hours of Operation: 8:00 a.m. PT to 5:00 p.m. PT) (Hours of Operation: 8:00 a.m. EST to 5:00 p.m. EST) Page 3 of 3 Each page of this multipage document is an integral part of this Irrevocable Standby Letter of Credit Number I5000204292U 1 PAGE OF DOCUMENT INCLUDED IN PAPER FILE. REMAINDER RETAINED ELECTRONICALLY IN TYLER. IMPROVEMENTS & ROAD MAINTENANCE AGREEMCIN 1 ACCORDING TO POLICY REGARDING COLLATERAL FOR IMPROVEMENTS Leeward Renewable Energy Development, LLC — USR19-0014 Phase Two Agreement - Panorama Wind THIS AGREEMENT is made this 7T day o , 2021, by and between Leeward Renewable Energy Development, LLC, a limited liability co any ganized under the laws of the State of Delaware, whose address is 6688 N. Central Expressway, uite 5 0, Dallas, Texas 75206, hereinafter referred to as "Operator," authorized to do business in the State of Colorado, and 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 1 150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as "County." WITNESSETH: WHEREAS, Operator is the owner of USR19-0014 on the following described property in the County of Weld, Colorado: Sections 24, 26, 27, 34, 35, 36 Township 12 North, Range 59 West Sections 1, 3, 4, 5, 6, 7, 9, 10, Township 11 North, Range 58 West Sections 19, 20, 21, 25, 26, 27, 29, 32, 33, 34, 35, 36, Township 12 North, Range 58 West Sections 1, 2, 3, 4, 10, I I, 12, 15, Township 11 North, Range 59 West of the 6th P.M., Weld County, Colorado. Sections 6, 7, 18, 19, 30, 31 Township 11 North, Range 58 West Sections 6, 7, 8, Township 10 North, Range 58 West Sections 22, 23, 24, Township 10 North, Range 58 West of the 6th P.M.. Weld County. Colorado. 4734460 Paaas: 1 of 223 07/12/2021 11:00 AM R Fee:$0.00 s. and hereinafter referred to as -the Property. ' and CaVIM Clerk I Rrael�ll� .N�R�Y1�IFIa�rr.L AI II WHEREAS, Operator has received Board of County Commissioner approval of USR19-0014, for a Site Specific Development Plan and Use by Special Review Permit, USR19-0014, for a 1041 Major Facility of a Public Utility (a wind energy facility for up to 380 megawatts (MW), along with one (1) 230 kilovolt (kV) transmission line approximately eleven (1 1) miles in length and one (1) 115 kV transmission line approximately fifteen (15) miles in length, two (2) electrical substations, two (2) temporary laydown yards and two (2) temporary concrete batch plants along with up to seven (7) temporary construction trailers to be utilized during the construction of the facilities and six (6) meteorological towers) in the A (Agricultural) lone District, and WHEREAS, Operator acknowledges that the final approval of USR19-0014 is conditional upon Operator's funding and/or construction of the Off -Site Improvements (as hereinafter defined) and road maintenance as described in this Agreement, specific to Phase Two - Panorama Wind. The Off -Site Improvements and road maintenance required in this agreement as related to Phase Two - Panorama Wind, are described and depicted in the following incorporated exhibits: Leeward Renewable Fnergy I teveleipment. f .t.t' - t ;SR 19-0014 - Phase 0 O1174)72 I-0003 Page 1 of 13 RESOLUTION RE: APPROVE FULL RELEASE OF PROJECT COLLATERAL AND ACCEPT WARRANTY COLLATERAL FOR USE BY SPECIAL REVIEW PERMIT, USR19-0014 - LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC - PHASE ONE AGREEMENT - MOUNTAIN BREEZE WIND, 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 June 10, 2019, the Weld County Board of Commissioners approved the application of Leeward Renewable Energy Development, LLC, 6688 North Central Expressway, Suite 500, Dallas, Texas 75206, for a Site Specific Development Plan and Use by Special Review Permit, USR19-0014, for a 1041 Major Facility of a Public Utility (a wind energy facility for up to 380 megawatts (MW), along with one (1) 230 kilovolt (kV) transmission line approximately eleven (11) miles in length and one (1) 115 kV transmission line approximately fifteen (15) miles in length, two (2) electrical substations, two (2) temporary laydown yards and two (2) temporary concrete batch plants along with up to seven (7) temporary construction trailers to be utilized during the construction of the facilities and six (6) meteorological towers) in the A (Agricultural) Zone District, on the following described real estate, being more particularly described as follows: The proposed facility is located in Sections 6, 7, and 8, Township 10 North, Range 58 West; Section 1, Township 10 North, Range 59 West; Sections 2 and 3, Township 10 North, Range 60 West; Sections 1, 3, 4, 5, 6, 7, 9, 10, 19, 30, and 31, Township 11 North, Range 58 West; Sections 1, 2, 3, 4, 5, 7, 8, 9, 10, 11, 12, 15, 17, 18, 19, 20, 22, 23, 24, 25, 29, and 36, Township 11 North, Range 59 West; Sections 13, 14, 23, 24, 25, 26, and 35, Township 11 North, Range 60 West; Sections 19, 20, 21, 25, 26, 27, 29, 32, 33, 34, 35, and 36, Township 12 North, Range 58 West; Sections 19, 20, 21, 22, 24, 26, 27, 28, 29, 30, 31, 32, 34, 35, and 36, Township 12 North, Range 59 West; and Sections 22, 23, 24, 25, 26, and 27, Township 12 North, Range 60 West of the 6th P.M., Weld County, Colorado WHEREAS, on October 9, 2019, the Board of County Commissioners of Weld County, Colorado, 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 Leeward Renewable Energy Development, LLC, with terms and conditions being as stated in said agreement, and accepted project collateral in the form of an Irrevocable Standby Letter of Credit #IS000101450U from Commodore New US Holdco, LLC, on behalf of Mountain Breeze Wind, LLC, in the amount of $2,000,000.00, and 4705487 Palos: 1 of 3 04/18/2021 10:41 AM R Fee:$0.00 Carly Room, Clerk and Recorder, Weld County , CO dill �.rf1Yr;�II�tI�G�hiu�:li1IIMaNNICrIli till CC : Pw(ER1tH1oo/ro/SrtV,) PL('rPIeE/c&) 04/21/2I 2021-0968 PL2672 FULL RELEASE OF PROJECT COLLATERAL AND ACCEPT WARRANTY COLLATERAL FOR OFF -SITE IMPROVEMENTS (USR19-0014) - LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC - PHASE ONE - MOUNTAIN BREEZE WIND, LLC PAGE 2 WHEREAS, the Board has been presented with warranty collateral in the form of an Amendment Number 001 to Irrevocable Standby Letter of Credit #IS000101450U, from Commodore New US Holdco, LLC, on behalf of Mountain Breeze Wind, LLC, decreasing the amount of $2,000,000.00 by $1,700,000.00 to $300,000.00, and WHEREAS, staff from Weld County Departments of Public Works and Planning Services have conducted a site inspection and recommend release of said 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 approve said release of project collateral in the form of an Irrevocable Standby Letter of Credit #IS000101450U from Commodore New US Holdco, LLC, on behalf of Mountain Breeze Wind, LLC, in the amount of $2,000,000.00, and accept warranty collateral in the form of an Amendment Number 001 to Irrevocable Standby Letter of Credit #IS000101450U, from Commodore New US Holdco, LLC, on behalf of Mountain Breeze Wind, LLC, guaranteed by Wells Fargo Bank, National Association, Attn: U.S. Standby Trade Services, 794 Davis Street, 2nd Floor, MAC A0283-023, San Leandro, California 94577-6922, decreasing the amount of $2,000,000.00 by $1,700,000.00 to $300,000.00, and NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the release of project collateral in the form of an Irrevocable Standby Letter of Credit #IS000101450U from Commodore New US Holdco, LLC, on behalf of Mountain Breeze Wind, LLC, in the amount of $2,000,000.00, and acceptance of warranty collateral in the form of an Amendment Number 001 to Irrevocable Standby Letter of Credit #IS000101450U, from Commodore New US Holdco, LLC, on behalf of Mountain Breeze Wind, LLC, guaranteed by Wells Fargo Bank, National Association, Attn: U.S. Standby Trade Services, 794 Davis Street, 2nd Floor, MAC A0283-023, San Leandro, California 945,77-6922, decreasing the amount of $2,000,000.00 by $1,700,000.00 to $300,000.00, be, and hereby is, approved. 4705487 Pages: 2 of 3 04/18/2021 10:41 AM R Fe: :,$,0;,0? Carly Koppas, Ci�rk and R�oordr, Wald County CO VIII 1 �11�T aI 'M4L' '��IW h�9 hf 4bri Bill 2021-0968 PL2672 FULL RELEASE OF PROJECT COLLATERAL AND ACCEPT WARRANTY COLLATERAL FOR OFF -SITE IMPROVEMENTS (USR19-0014) - LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC - PHASE ONE — MOUNTAIN BREEZE WIND, LLC PAGE 3 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 5th day of April, A.D., 2021. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: dj) Steve Moreno, Chair Weld County Clerk to the Board BY: APP County ° orney Date of signature: a 470'5487 Psoss: 3 04/10/2021 10:41 AM R F.1:10.00 Carly KOPPa�, Clark and Raoordar, Wald County CO illi��I�T11111 Sco Lori Saine 2021-0968 PL2672 RESOLUTION RE: APPROVE IMPROVEMENTS AND ROAD MAINTENANCE AGREEMENT ACCORDING TO POLICY REGARDING COLLATERAL FOR IMPROVEMENTS, AUTHORIZE CHAIR TO SIGN, AND ACCEPT OFF -SITE COLLATERAL FOR USE BY SPECIAL REVIEW PERMIT, USR19-0014 - LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC - PHASE ONE AGREEMENT - MOUNTAIN BREEZE WIND, 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 June 10, 2019, the Weld County Board of Commissioners approved the application of Leeward Renewable Energy Development, LLC, 6688 N. Central Expressway, Suite 500, Dallas, Texas 75206, for a Site Specific Development Plan and Use by Special Review Permit, USR19-0014, for a 1041 Major Facility of a Public Utility (a wind energy facility for up to 380 megawatts (MW), along with one (1) 230 kilovolt (kV) transmission line approximately eleven (11) miles in length and one (1) 115 kV transmission line approximately fifteen (15) miles in length, two (2) electrical substations, two (2) temporary laydown yards and two (2) temporary concrete batch plants along with up to seven (7) temporary construction trailers to be utilized during the construction of the facilities and six (6) meteorological towers) in the A (Agricultural) Zone District, on the following described real estate, being more particularly described as follows: The proposed facility is located in Sections 6, 7, and 8, Township 10 North, Range 58 West; Section 1, Township 10 North, Range 59 West; Sections 2 and 3, Township 10 North, Range 60 West; Sections 1, 3, 4, 5, 6, 7, 9, 10, 19, 30, and 31, Township 11 North, Range 58 West; Sections 1, 2, 3, 4, 5, 7, 8, 9, 10, 11, 12, 15, 17, 18, 19, 20, 22, 23, 24, 25, 29, and 36, Township 11 North, Range 59 West; Sections 13, 14, 23, 24, 25, 26, and 35, Township 11 North, Range 60 West; Sections 19, 20, 21, 25, 26, 27, 29, 32, 33, 34, 35, and 36, Township 12 North, Range 58 West; Sections 19, 20, 21, 22, 24, 26, 27, 28, 29, 30, 31, 32, 34, 35, and 36, Township 12 North, Range 59 West; and Sections 22, 23, 24, 25, 26, and 27, Township 12 North, Range 60 West of the 6th P.M., Weld County, Colorado 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 Leeward Renewable Energy Development, LLC, with terms and conditions being as stated in said agreement, and Cc: (aR/C H / TJ) ton -1/19 2019-4460 PL2672 IMPROVEMENTS AGREEMENT - LEEWARD RENEWABLE ENERGY DEVELOPMENT, LLC - PHASE ONE - MOUNTAIN BREEZE WIND, LLC (USR19-0014) PAGE 2 WHEREAS, the Board has been presented with an Irrevocable Standby Letter of Credit #IS000101450U from Commodore New US Holdco, LLC, on behalf of Mountain Breeze Wind, LLC, in the amount of $2,000,000.00, and WHEREAS, after review, the Board deems it advisable to approve said agreement and accept said Irrevocable Standby Letter of Credit 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 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 Leeward Renewable Energy Development, LLC, be, and hereby is, approved. BE IT FURTHER RESOLVED that an Irrevocable Standby Letter of Credit #IS000101450U from Commodore New US Holdco, LLC, on behalf of Mountain Breeze Wind, LLC, in the amount of $2,000,000.00, be, and hereby is, accepted. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 9th day of October, A.D., 2019. ATTEST: dicy) W M ;ok, Weld County Clerk to the Board BY: Deputy Clerk to the Board APPROVE my Attu ney Date of signature: Io/I6/19 BOARD OF COUNTY COMMISSIONERS WELD COUNTY, CO ORADO q,�,®i�L(.Gt� 4 . ara Kirkme a Chair arb y Mike Freeman, Pro-Tem Conway K. James Steve Moreno 2019-4460 PL2672 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW/Regular or Consent Hearing Agenda REQUEST RE: BOCC Agenda Item - Approve Improvements and Road Maintenance Agreement for: Leeward Renewable Energy Development, LLC — USR19-0014 - Phase One for Mountain Breeze DEPARTMENT: Public Works DATE: October 1, 2019 PERSON REQUESTING: 'Pisa Juanicorena Brief description of the issue: The Department of Public Works received a request from the applicant, Leeward Renewable Energy Development, LLC, requesting that the Board of County Commissioners consider approving the Improvements and Road Maintenance Agreement for (USR19-0014). Collateral is required with this agreement in the amount of $2,000,000.00, and will be presented as a letter of credit to the Board of County Commissioners. The Department of Public Works has accepted the Construction plans at 95% and has included them as Exhibit C. These will be replaced with the 100% upon receipt. Weld County Public Works, ' Planning Services and the County Attorney's Office have reviewed the above -mentioned signed original document and observed the following: • All Public Works related items, of the "Improvements & Road Maintenance Agreement According To Policy Regarding Collateral For Improvements", are found to be acceptable. • This Agreement complies with the terms of the Use by Special Review Permit Resolution, as signed by the Board of County Commissioners. What options exist for the Board? 1. Have this BOCC Hearing item be placed on the next available agenda as part of the Regular Agenda. Recommendation: Option 1. The Departments of Public Works, Planning Services and the County Attorney's Office are recommending approval of the Improvements & Road Maintenance Agreement According To Policy Regarding Collateral For Improvements for USR19-0014, and that this item be placed on the next regularly scheduled BOCC Hearing, as part of the Regular Agenda. Apimml Recommendation Other/Comments: Sean P. Conway Mike Freeman, Pro-Tem Scott K. James Barbara Kirkmeyer, Chair Steve Moreno I O/O9 ct.a P,JCT3(CP/ TA),PtrCKR►CG) (O/11/1`t (Pa-') 2019-4460 Pl_ aCo 1 a WELLS FARGO Wag Fargo Bank, N.A. U.S. Trade Services Standby Letters of Cr 794 Dada Street, and Floor MAC A0283-023, San Leandro, CA 945,692 Phone: r(Soo)T/b-3862Op E -eat sblc-new@,ellsfarg Irrevocable Standby Letter Of Credit Number: IS000101450U Issue Date: October 3, 2019 BENEFICIARY APPLICANT BOARD OF COUNTY COMMISSIONER OF WELD COUNTY 918 10TH STREET ATTENTION: CLERKTOTHE BOARD GREELEY, COLORADO 80631 COMMODORE NEW US HOLDCO LLC ON BEHALF OF MOUNTAIN BREEZE WIND, LLC 6688 N. CENTRAL EXPRESSWAY, SUITE 500 DALLAS, TEXAS 75204 LETTER OF CREDIT ISSUE AMOUNT USD 2,000,000.00 EXPIRY DATE OCTOBER 3, 2020 LADIES AND GENTLEMEN: AT THE REQUEST AND FOR THE ACCOUNT OF THE ABOVE REFERENCED APPLICANT, WE HEREBY ISSUE OUR IRREVOCABLE STANDBY LETTER OF CREDIT (THE "LETTER OF CREDIT') IN YOUR FAVOR IN THE AMOUNT OF USD $2,000,000.00 (TWO MILLION AND 00/100 U.S. DOLLARS) AVAILABLE WITH US AT OUR ABOVE OFFICE BY PAYMENT OF YOUR DRAFT(S) DRAWN ON US AT SIGHT ACCOMPANIED BY YOUR SIGNED AND DATED STATEMENT WORDED AS FOLLOWS WITH THE INSTRUCTION IN BRACKETS THEREIN COMPLIED WITH: 'THE UNDERSIGNED, AN AUTHORIZED OFFICIAL OF THE BOARD OF COUNTY COMMISSIONER OF WELD COUNTY ('BENEFICIARY"), HEREBY CERTIFIES THAT COMMODORE NEW US HOLDCO LLC ON BEHALF OF MOUNTAIN BREEZE WIND, LLC ("APPLICANT") HAS COMMITED A MATERIAL BREACH OF THE IMPROVEMENTS AGREEMENT ACCORDING TO POLICY REGARDING COLLATERAL FOR IMPROVEMENTS REGARDING MOUNTAIN BREEZE WIND DATED OCTOBER 4, 2019 BY AND BETWEEN THE BENEFICIARY AND APPLICANT." EXCEPT IN THE EVENT OF A FAX DRAWING (AS DEFINED BELOW) EACH DRAFT MUST ALSO BE ACCOMPANIED BY THE ORIGINAL OF THIS LETTER OF CREDIT FOR OUR ENDORSEMENT ON THIS LETTER OF CREDIT OF OUR PAYMENT OF SUCH DRAFT. PARTIAL AND MULTIPLE DRAWINGS ARE PERMITTED UNDER THIS LETTER OF CREDIT. DRAWINGS MAYBE PRESENTED TO US AT OUR ABOVE OFFICE BY HAND DELIVERY OR DELIVERED TO US BY U.S. POSTAL SERVICE MAIL REGISTERED MAIL OR CERTIFIED MAIL OR BY EXPRESS COURIER OR OVERNIGHT COURIER. DRAWINGS MAY ALSO BE PRESENTED TO US BY FACSIMILE TRANSMISSION TO FACSIMILE NUMBER 844-879-5593 (EACH SUCH DRAWING, A "FAX DRAWING"); PROVIDED, HOWEVER, THAT A FAX DRAWING WILL NOT BE EFFECTIVELY PRESENTED UNTIL YOU CONFIRM BY TELEPHONE OUR RECEIPT OF SUCH FAX DRAWING BY CALLING US AT TELEPHONE NUMBER 1-800-776-3862 (OPTION 2). IF YOU PRESENT A FAX DRAWING UNDER THIS LETTER OF CREDIT YOU DO NOT NEED TO PRESENT THE ORIGINAL OF ANY Page 1 of 3 Each page of this document is an integral part of thls Irrevocable Standby Letter of Credit Number I5000101450U WELLS I A1,60 DRAWING DOCUMENTS, AND IF WE RECEIVE ANY SUCH ORIGINAL DRAWING DOCUMENTS THEY WILL NOT BE EXAMINED BY US. IN THE EVENT OF A FULL OR FINAL DRAWING THE ORIGINAL LETTER OF CREDIT MUST BE RETURNED TO US BY OVERNIGHT COURIER. EACH DRAFT MUST BE MARKED "DRAWN UNDER WELLS FARGO BANK, N.A. LETTER OF CREDIT NO. IS000101450U. IF ANY INSTRUCTIONS ACCOMPANYING A DRAWING UNDER THIS LETTER OF CREDIT REQUEST THAT PAYMENT IS TO BE MADE BY TRANSFER TO AN ACCOUNT WITH US OR AT ANOTHER BANK, WE AND/OR SUCH OTHER BANK MAY RELY ON AN ACCOUNT NUMBER SPECIFIED IN SUCH INSTRUCTIONS EVEN IF THE NUMBER IDENTIFIES A PERSON OR ENTITY DIFFERENT FROM THE INTENDED PAYEE. THIS LETTER OF CREDIT EXPIRES AT OUR ABOVE OFFICE ON OCTOBER 3, 2020, BUT SHALL BE AUTOMATICALLY EXTENDED, WITHOUT WRITTEN AMENDMENT, TO OCTOBER 3 IN EACH SUCCEEDING CALENDAR YEAR, UNLESS WE HAVE SENT WRITTEN NOTICE TO YOU AT YOUR ADDRESS ABOVE BY REGISTERED MAIL OR EXPRESS COURIER THAT WE ELECT NOT TO EXTEND THIS LETTER OF CREDIT BEYOND THE DATE SPECIFIED IN SUCH NOTICE WHICH DATE, WILL BE OCTOBER 3, 2020 OR ANY SUBSEQUENT OCTOBER 3 AND BE AT LEAST NINETY (90) CALENDAR DAYS AFTER THE DATE WE SEND YOU SUCH NOTICE. UPON OUR SENDING YOU SUCH NOTICE OF THE NON -EXTENSION OF THE EXPIRATION DATE OF THIS LETTER OF CREDIT, YOU MAY ALSO DRAW UNDER THIS LETTER OF CREDIT BY PRESENTATION TO US AT OUR ABOVE ADDRESS, ON OR BEFORE THE EXPIRATION DATE SPECIFIED IN SUCH NOTICE, OF YOUR DRAFT DRAWN ON US AT SIGHT ACCOMPANIED BY YOUR SIGNED AND DATED STATEMENT WORDED AS FOLLOWS: "THE UNDERSIGNED, AN AUTHORIZED OFFICIAL OF THE BOARD OF COUNTY COMMISSIONER OF WELD COUNTY ("BENEFICIARY"), HEREBY CERTIFIES THAT WE HAVE RECEIVED NOTICE FROM WELLS FARGO BANK, N.A. THAT THE LETTER OF CREDIT NO. IS000101450U WILL NOT BE RENEWED AND THAT COMMODORE NEW US HOLDCO LLC ON BEHALF OF MOUNTAIN BREEZE WIND, LLC ("APPLICANT") HAS FAILED TO PROVIDE PROOF OF ADEQUATE COLLATERAL AND SUBSTITUTION OF THIS LETTER OF CREDIT NO. IS000101450U." WE HEREBY ENGAGE WITH YOU THAT EACH DRAFT PRESENTED UNDER AND IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT WILL BE DULY HONORED IF PRESENTED TOGETHER WITH THE DOCUMENTS SPECIFIED IN THIS LETTER OF CREDIT AT OUR OFFICE LOCATED AT 794 DAVIS STREET, 2ND FLOOR, SAN LEANDRO, CA 94577-6922, ATTENTION: US TRADE SERVICES - STANDBY LETTERS OF CREDIT ON OR BEFORE THE ABOVE STATED EXPIRY DATE, OR ANY EXTENDED EXPIRY DATE IF APPLICABLE. EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (2007 REVISION), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 600, AND ENGAGES US IN ACCORDANCE THEREWITH. Very Truly Yours, WELLS FARGO BA1f K, N.A. l J Bye ,2 Aut oir412 d Slgnoture The original of the Letter of Credit contains an embossed seal over the Authorized Signature. Page 2 of 3 Each page of this muitipage document is an integral part of this Irrevocable Standby Letter of Credit Number I5000101450U WI=LLS FAH 6 O Please direct any written correspondence or inquiries regarding this Letter of Credit, always quoting our reference number, to Wells Fargo Bank, National Association, Attn: U.S. Standby Trade Services at either 794 Davis Street, 2nd Floor MAC A0283-023, San Leandro, CA 94577-6922 °r 401 N. Research Pkwy, 1st Floor MAC 04004-017, WINSTON-SALEM, NC 27101-4157 Phone inquiries regarding this credit should be directed to our Standby Customer Connection Professionals 1-800-776-3862 Option 2 1-800-776-3862 Option 2 (Hours of Operation: 8:00 a.m. PT to 5:00 p.m. PT) (Hours of Operation: 8:00 a.m. EST to 5:00 p.m. EST) Page 3 of 3 Each page of this multlpage document is an integral part of this Irrevocable Standby Letter of Credit Number IS000101450U 1 PAGE OF DOCUMENT INCLUDED IN PAPER FILE. REMAINDER RETAINED IMPROVEMENTS & ROAD MAINTENANCE AGREEMI ELECTRONICALLY IN TYLER. POLICY REGARDING COLLATERAL FOR IMPkv v e ivir, i J Leeward Renewable Energy Development, LLC — USR19-0014 Phase One Agreement - Mountain Breeze THIS AGREEMENT is made this 9't" day ofate201 9, by and between Leeward Renewable Energy Development, LLC, a corporation organized under the laws of the State of Colorado, whose address is 6688 N. Central Expressway, Suite 500, Dallas, Texas 75206, hereinafter referred to as "Operator," authorized to do business in the State of Colorado, and 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." WITNESSETH: WHEREAS, Operator is the owner of USRl9-0014 on the following described property in the County of Weld, Colorado: Legal Description - Wind Energy Facility Sections: 22, 23, 24, 27, 26, 25, Township 12 North, Range 60 West Sections 32, 31, 30, 29, 28, 21, 20, 19, Township 12 North, Range 59 West Sections 18, 17, 9, 8, 7, 4, 5, Township 11 North, Range 59 West Sections 13, Township 11 North, Range 60 West of the 6th P.M., Weld County, Colorado. Legal Description - Transmission Line Sections 18, 17, 8, 5, Township 11 North, Range 59 West Sections 13, 14, 23, 26, 35, Township 11 North, Range 60 West Section 2, Township 10 North, Range 60 West of the 6th P.M., Weld County, Colorado. hereinafter referred to as "the Property," and WHEREAS, Operator has received Board of County Commissioner approval of USR19-0014, for a Site Specific Development Plan and Use by Special Review Permit, USR19-0014, for a 1041 Major Facility of a Public Utility (a wind energy facility for up to 380 megawatts (MW), along with one (1) 230 kilovolt (kV) transmission line approximately eleven (11) miles in length and one (1) 115 kV transmission line approximately fifteen (15) miles in length, two (2) electrical substations, two (2) temporary laydown yards and two (2) temporary concrete batch plants along with up to seven (7) temporary construction trailers to be utilized during the construction of the facilities and six (6) meteorological towers) in the A (Agricultural) Zone District, and WHEREAS, Operator acknowledges that the final approval of USR19-0014 is conditional upon Operator's funding and/or construction of the off -site improvements and road maintenance as described in this Agreement, specific to Phase One - Mountain Breeze, and in recognition of the Agreement for Phase Two -Panorama, to be presented for approval at a later date. The off -site improvements and road maintenance required in this agreement as related to Phase One - Mountain Breeze, are described and depicted in the following incorporated exhibits: Exhibit A — Off -Site Costs of Construction, Exhibit B— Off -Site Construction Schedule, Leeward Renewable Energy Development, LLC - USR19-0014 - Phase I OFFSIA19-0001 Page 1 of 14 avid'- *14v Contract Form New Contract Request Entity Information Entity Name" LEEWARD RENEWABLE ENERGY LLC Entity ID* g,00039415 ❑ New Entity? Contract Name" Contract ID COLLATERAL RELEASE FROM PROJECT TO WARRANTY 6252 USR19-0014 LEEWARD RENEWABLE ENERGY DEVELOPMENT LLC PHASE TWO PANORAMA WIND Contract Lead Contract Status CTB REVIEW JTRUIILLOMARTINEZ Contract Lead Email jtrujil lomartinez•Xweldgov.c om Parent Contract ID Requires Board Approval YES Department Project 1 - Contract Description" LEEWARD RENEWABLE ENERGY DEVELOPMENT LLC USR1 9-0014 PHASE TWO PANORAMA WIND COLLATERAL RELEASE FROM PROJECT COLLATERAL IN THE AMOUNT OF $2,000,000.00 AND ACCEPT WARRANTY COLLATERAL IN THE AMOUNT OF $300,000 PROVIDED IN THE FORM OF AN AMENDMENT Contract Description 2 Contract Type' AGREEMENT Amount $300,000.00 Renewable NO Automatic Renewal Grant IGA Department PLANNING Department Email CM -Planning @weldgov.com Department Head Email CM-Planning- DeptHeadWweldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEYOOTLOG OV.COM If this is a renewal enter previous Contract ID If this is part of a NSA enter NSA Contract ID Requested BOCC Agenda Date 08:31,2022 Due Date 08 27 2022 Will a work session with B©CC be required?* NO Does Contract require Purchasing Dept. to be included? NO Note the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in On Base Contract Dates Effective Date Review Date. 08 31 2023 Renewal Date Termination Notice Period Contact Information Contact Info Contact Name Purchasing Committed Delivery Date Expiration Date* 08:31;2024 Contact Type Contact Email Contact Phone I Contact Phone 2 Purchasing Approver Purchasing Approved Date Approval Process Department Head TOM PARKO JR. DH Approved Date 08x'18;2022 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 08,31-2022 Originator JTRUJILLOMARTINEZ Finance Approver CHERYL PATTELL1 Legal Counsel BRUCE BARKER Finance Approved Date Legal Counsel Approved Date 08:19,='2022 08:19/2022 Tyler Ref # AG 083122 Hello