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Home My WebLink About20220930.tiffUSE BY SPECIAL REVIEW (USR) APPLICATION FOR PLANNING DEPARTMENT USE AMOUNT $ APPLICATION RECEIVED BY DATE RECEIVED CASE # ASSIGNED PLANNER ASSIGNED PROPERTY INFORMATION Is the property currently in violation9ONo /❑Yes Violation Case Number Parcel Number 1 3 0 7 - 1 5 - 0 - 0 0 - 0 2 6 Site Address Legal Description The SE 1/4 of Section 15, Township 2 North, Range 65 West of the 6th P M , County of Weld, State of Co Section 15 , Township 2 N, Range 65 W Zoning District A Acreage 161 6 Within subdivision or townsite?❑No in yes Name Water (well permit # or water district tap #) Sewer (On -site wastewater treatment system permit # or sewer account #) FloodplainElNo /:Yes Geological HazardENo /❑Yes Airport OverlayDNo /DYes PROJECT USR Use being applied for Medium -scale Solar Energy Facility (SEF) Name of proposed business Overland Solar PROPERTY OWNER(S) (Attach additional sheets if necessary) Name Bruce Victor Company Enders Land Company, LLC Phone # 303 229 5624 Email brucev007@gmail com Street Address 16435 County Road 18 City/State/Zip Code Fort Lupton, CO 80621 APPLICANT/AUTHORIZED AGENT (Authorization Form must be included if there is an Authorized Agent) Name Nathan Stottler Company Overland Solar, LLC Phone # 320 226 7688 - Email nathan@oneenergyrenewables com Street Address 2003 Western Ave, Suite 225 City/State/Zip Code Seattle, WA 98121 I (We) hereby depose and state under penalties of perjury that all statements, proposals, and/or plans submitted with or contained within the application are true and correct to the best of my (our) knowledge All fee owners of the property must sign this application If an Authorized Agent signs, an Authorization Form signed by all fee owners must be included with the application If the fee owner is a corporation, evidence must be included indicating the signatory has the legal authority tIF•$ior the corporation oI a,— 11/5/21 Signature Nathan Stottler Date Signature Date Print Print DEPARTMENrerPLANACTAND BUILDING DEPARTMENT OF PUBLIC HEALTH AND ENVIRONNMENT 1555 NORTH 17TH AVENU GREELEY, CO 8063 AUTHORIZATION FORM FOR BUILDING, PLANNING AND HEALTH DEPARTMENT PERMITS AND SERVICES • (We), , give permission Land Company, LLC. to OneEnergy Development, LLC. please print) (Owner —rint (Applicant/Agent — please print) to apply for any PlanningBuildin or Health Department permits or services on our behalf, for the property located at: , 9 Legal Description: SE '/4 of Section 15 Township 2 N, Range 65 W Lot Block Subdivision Name: Property Owners Information: 303.229.5624 E-mail: brucev007@gmail.com Phone: pplicant/Agent Contact Information: 320.226.7688 hone: nathan@oneenergyrenewables.com E -Mail: mail correspondence to be sent to: Owner i ApplicanUAgent_Both ostal service correspondence to be sent to: (choose only one) Owner Additional Info: er Signature: c'i'utt Date: Applicant/Agent ner Signature: Date: SO/ OneEnergy W USE BY SPECIAL REVIEW - PERMIT APPLICATION OVERLAND SOLAR 10 MW GROUND -MOUNTED SOLAR PV PROJECT WELD COUNTY, COLORADO CONTACTS Gavin Berg, Director - Project Development n9'/(C1) Inc P nergyIenewaoies.com 415.706.3353 Nathan Stottler, Associate - Project Development r ra mar r(czj�:+rtner qy r er iewdoies. uom 320.226.7688 Submitted by: Colfer Solar, LLC. 2003 Western Ave Ste. 225 Seattle.. WA 98121 (5neEnergy November 5, 2021 Weld County Planning and Zoning RE: Use by Special Review Application to Develop a 10 -Megawatt Solar Project Dear Members of the Staff. Planning Commission, and Board of County Commissioners: Colfer Solar. LLC.. is excited to present the following application to the Weld County Board of County Commissioners for the Overland Solar Project, a 10 -megawatt solar project outside of Hudson, Colorado. We believe that we have addressed and/or exceeded the conditions listed in the Weld County Land Use Code, Use by Special Review (USR) procedural guide and application, and USR for Solar Energy Facility (SEF) supplement. We have signed a long-term lease with Enders Land Co. for that property. OneEnergy is proud of its reputation as a good solar neighbor and its track record of working with other community -oriented businesses, such as Organic Valley, Dr. Bronner's, and many more. We look forward to earning your approval through the use by special review permit process. Sincerely, Nathan Stottler (5neEnergy OVERVIEW Overland Solar (the "Project") is a proposed solar photovoltaic ("PV") project located about four miles north of Hudson in Weld County, Colorado. The Project has a maximum size of 10 megawatts ("MW') alternating current ("AC") and is owned by Golfer Solar, LLC ("Applicant"), a wholly owned subsidiary of OneEnergy Development, LLC, d.b.a. OneEnergy Renewables. The Project's proposed area of development ("Project Site") will occupy up to approximately 92 acres of property owned by Enders Land Co. off of CR 20 near UP's Golfer substation. The Project will connect directly to UP's distribution system and provide low-cost renewable electricity to its system. The project is designed so that the electricity produced will be used within the community. It is estimated the project will produce enough electricity to meet the needs of about 3,300 average American households annually, according to the Environmental Protection Agency's Greenhouse Gas Equivalency calculator. OneEnergy Renewables' experienced development team employs rigorous technical analysis and careful project design to ensure the successful and safe construction and operation of its solar projects. IAT A GLANCE: OVERLAND SOLAR PROJECT AREA SYSTEM SIZE SYSTEM TYPE Approximately 92 acres 10 MW -AC Single -axis tracking Solar Photovoltaic PROJECTED OUTPUT COMMENCE CONSTRUCTION -25,900MWh / Year May 2022 Overland Solar IT, I.:4 i'Inxt ".ttp Legend Project Parcel - Turquocse Outline (5neEnergy OVERLAND SOLAR USR QUESTIONNAIRE OneEnergy Renewables 2003 Western Ave. Suite 225 Seattle, Washington 98121 oneenergy renewables .com (5neEner A E N C W A B l= 5 USR QUESTIONNAIRE 1. Explain the proposed use and business name. A medium -scale Solar Energy Facility (SEF) to be called "Overland Solar." The applicant name is Overland Solar, LLC. 2. Explain the need for the proposed use. The project will generate locally -produced, affordable, clean electricity for United Power customers in Weld County. 3. Describe the current and previous use of the land. The land has been previously used for agriculture, but has been fallowed due to low yields and lack of financial sustainability for agriculture on the site. 4. Describe the proximity of the proposed use to residences. The nearest residences are approximately 1200-1400 feet (around 1/4 mile) from the improvements required for the proposed use. While these residences are within a few hundred feet of the northern boundary of the parcel on which our use will be situated, we have designed the use to occupy the southern half of the parcel, leaving the north half of the parcel in native vegetation to distance and screen the project from these neighbors. 5. Describe the surrounding land uses of the site and how the proposed use is compatible with them. Surrounding land uses include agricultural and industrial (oil and gas extraction, oil and gas processing, and electrical infrastructure). Through the use of minimally - disturbing construction practices as well as native planting in disturbed areas, the proposed use will allow the land to remain in native vegetation, improving soil and water quality and site drainage. When the project is decommissioned in 20-30 years the land will be able to return to its original agricultural use. The proposed use is very compatible with surrounding land uses. It produces no n oise or odors. Solar panels are coated with an anti -reflective coating, minimizing glare and maximizing solar energy uptake. No lights are currently planned for the Overland Solar SEF. If any lights become necessary to add to the plan, they will be downcast shielded and motion -sensor automated and will only be used in necessary locations, per discussions with the county planning office. The site will require only minimal grading, and final grading configurations will have no impact to site drainage. Any areas disturbed during construction will be reseeded with native vegetation to prevent dust and wind erosion on site. Once construction is complete, traffic to the site will be minimal — only 1-2 maintenance visits per year will be n ecessary. 6. Describe the hours and days of operation. The facility produces energy from sunrise to sunset, 365 days/year. The facility will be u nmanned. (5neEnergy 7. Describe the number of employees including full-time, part-time and contractors. If shift work is proposed, detail number of employees, schedule and duration of shifts. Once constructed, the facility will be unmanned. Maintenance visits will occur 1-2 times per year. 8. Describe the maximum number of users. patrons, members, buyers or other visitors that the site will accommodate at any one time. There will be no users or patrons at the site. 9. List the types and maximum numbers of animals to be on the site at any one time (for dairies, livestock confinement operations, kennels, etc.). There will be no animals on site. 10. List the types and number of operating and processing equipment. The proposed medium -scale SEF will be comprised of: • Approximately 30,350 solar modules, 540w each • Approximately 80 inverters, 0.125MVA each • A motorized tracking system that will tilt the panels from east to west so that they can face the sun throughout the course of the day. 11. List the types, number and uses of the existing and proposed structures. There are no existing structures on site. There are no structures required for the proposed use. 12. Describe the size of any stockpile, storage or waste areas. There are no stockpile, storage, or waste areas required for the proposed use. 13. Describe the method and time schedule of removal or disposal of debris, junk and other wastes associated with the proposed use. The proposed use will not generate any debris, junk, or other waste. 14. Include a timetable showing the periods of time required for the construction of the operation. Construction of the site is estimated to be completed in an approximately 5 -month timeframe. A rough schedule is included below: • Driveway installation and site area grading: May 1 — May 15, 2022 • Solar facility component delivery: May 1, 2022 - May 30, 2022 • Perimeter fence installation: May 1, 2022 - May 30, 2022 • Solar panel pile foundation installation: June 1, 2022 — August 1, 2022 • Solar Array Installation: June 15, 2022 - August 15, 2022 • Transformer and inverter installation: July 1, 2022 - August 31, 2022 • Wire and cable installation and trenching: July 1, 2022 - August 31, 2022 • Solar panel installation: June 15, 2022 — August 31, 2022 • Seeding/mulching and site stabilization: August 15, 2022 — September 30, 2022 15. Describe the proposed and existing lot surface type and the square footage of each type (5neEnergy The existing surface is dirt access roads and native vegetation. The proposed lot surface will be approximately 43,000 square feet of gravel access road, and the remainder of the site will stay in native vegetation. 16. How many parking spaces are proposed? How many handicap -accessible parking spaces are proposed? No parking spaces are proposed or required for the proposed use. 17. Describe the existing and proposed fencing and screening for the site including all parking and outdoor storage areas. An 6-8' wire mesh security fence will surround the perimeter of the improved area, in line with Colorado Parks and Wildlife's guidelines for such fences, and in line with the County's preferences. 18. Describe the existing and proposed landscaping for the site. Beyond retaining existing native vegetation to the extent possible and re -planting native vegetation where construction disturbance deems it necessary, we are not proposing any new landscaping for the site. 19. Describe reclamation procedures to be employed as stages of the operation are phased out or upon cessation of the Use by Special Review activity. When the proposed use reaches its end, all panels, racking, cables, inverters, and other solar equipment will be removed from the site, and the site will be returned to its current condition. 20. Describe the proposed fire protection measures. The project lies within the Hudson Fire Protection District. Fire access is provided via a 16' wide gravel access road with a hammerhead turnaround. Grasses will be mowed regularly to prevent the sparking and/or spread of range fires. 21. Explain how this proposal is consistent with the Weld County Comprehensive Plan per Chapter 22 of the Weld County Code. The Weld County Comprehensive Plan consists of four guiding principles: • A — Respecting our Agricultural Heritage o The proposed use protects agricultural heritage by avoiding prime agricultural soils, and instead providing ag producers with a steady, alternative revenue source for non -prime agricultural land. By leasing less productive ag land for solar, ag producers in Weld County can secure a steadier, more lucrative income from that land than the low yields offered by poorer soils. This helps them supplement their overall farm income and remain in business, keeping ag ownership local and prime soils in use. Furthermore, the proposed use is temporary, and the site will be returned to its current state and accessible to ag production again when the solar farm is decommissioned. • B — Respecting Private Property Rights o The proposed use protects private property rights by allowing the owners of the land to use their land to supplement their ag income in a way they see fit. It also causes no ill effects to adjacent private property owners. • C — Promoting Economic Growth and Stability (5neEnergy o The proposed use meets this goal in four ways: 1) additional tax base for the county, 2) construction and maintenance jobs, 3) stable land lease income for the landowner, 4) affordable, reliable, and cost -stable electric power for the county's United Power customers. • D — Protecting Health, Safety, and General Welfare o The proposed use will acquire the necessary building and construction permits and will use best practices to ensure that its construction and operation will prioritize safety of the contractors, operators, and end - use customers. Locally -sited, renewable energy also promotes the general welfare by reducing greenhouse gases that contribute to climate change while providing electric grid resiliency against fluctuating fuel prices, extreme weather, wildfire, and other unforeseen power system issues. 22. Explain how this proposal is consistent with the intent of the zone district in which it is located. (Intent statements can be found at the beginning of each zone district section in Article III of Chapter 23 of the Weld County Code.) The County's Agricultural zone is intended to protect agricultural heritage and production in the county, as well as energy development. The proposed use meets both intents. The proposed use, a medium -scale SEF, is an energy development. It simultaneously protects agricultural heritage and production in the County by providing an alternative revenue stream for the landowner, supplementing their agricultural income and allowing them to stay in business as an ag producer in the county. 23. Explain how this proposal will be compatible with future development of the surrounding area or adopted master plans of affected municipalities. The proposed use is in line with the intents of the County's Agriculture zone, which encompasses the surrounding area, allowing the proposed use to fit seamlessly with any future development in the area. The Town of Keenesburg declined to annex the property, so the proposed use will not affect any municipalities. 24. Explain how this proposal impacts the protection of the health. safety and welfare of the inhabitants of the neighborhood and the County. The proposed use will acquire the necessary building and construction permits and will use best practices to ensure that its construction and operation will prioritize safety of the contractors, operators, and end -use customers. Locally -sited, renewable energy also promotes the general welfare by reducing greenhouse gases that contribute to climate change while providing electric grid resiliency against fluctuating fuel prices, extreme weather, wildfire, and other unforeseen power system issues. 25. Describe any irrigation features. If the proposed use is to be located in the A (Agricultural) Zone District, explain your efforts to conserve prime agricultural land in the locational decision for the proposed use. The proposed use will not require any irrigation. The proposed use will not be sited on any prime agricultural soils. In fact, the site has been fallowed from agricultural use due to low yields and lack of profit from farming the land. The proposed use allows the landowner to continue farming prime agricultural land elsewhere in the county by providing an alternative revenue stream to supplement agricultural income and remain in business. (5neEnergyRENEWA6LS 26. Explain how this proposal complies with Article V and Article XI of Chapter 23 if the proposal is located within any Overlay Zoning District (Airport, Geologic Hazard, or Historic Townsites Overlay Districts) or a Special Flood Hazard Area identified by maps officially adopted by the County. The proposed use is not within any Overlay Zoning District or Special Flood Hazard Area. 27. Detail known State or Federal permits required for your proposed use(s) and the status of each permit. Provide a copy of any application or permit. There are no known Federal permits required for the proposed use. State of Colorado electrical and SWPPP permits will be applied for post -entitlement and pre - construction. (5neEnergy OVERLAND SOLAR PUBLIC WORKS QUESTIONNAIRE OneEnergy Renewables 2003 Western Ave, Suite 225 Seattle, Washington 98121 oneenergy renewables .com (5neEnergy PUBLIC WORKS QUESTIONNAIRE 1. Describe the access location and applicable use types (i.e., agricultural, residential, commercial/industrial, and/or oil and gas) of all existing and proposed accesses to the parcel. Include the approximate distance each access is (or will be if proposed) from an intersecting county road. State that no existing access is present or that no new access is proposed, if applicable. Access for the site will be provided by a reserved ROW (60' wide [30' on either side of the section line] aligned with CR 45, on the east boundary of Section 15, Township 2N, Range 65W). This reserved ROW intersects with CR 22 approximately 1/2 mile north of the project parcel. This access (at CR 22) is existing, and no new access is proposed. The nearest intersecting county roads are CR 49 (two miles east) and CR 41 (two miles west). 2. Describe any anticipated change(s) to an existing access, if applicable. No changes will be made to the existing access. 3. Describe in detail any existing or proposed access gate including its location. An access gate will be located in the NE corner of the subject parcel, where the existing access road connects to the reserved section -line ROW (aligned with CR 45). 4. Describe the location of all existing accesses on adjacent parcels and on parcels located on the opposite side of the road. Include the approximate distance each access is from an intersecting county road. There is one existing access on an adjacent parcel on the same side of the road. It is for a residential property and is located approximately 375' west of the existing access. The nearest intersecting county roads remain the same, CR 49 (two miles east) and CR 41 (two miles west) of the existing access. There are six existing accesses on adjacent parcels on the opposite side of the road. - A continuation of CR 45 to the north is directly opposite and aligned with the existing access. - Access to an oil and gas facility is located approximately 350' west of the exiting access. - Three are for residential properties are located approximately 200' west, 100' east, and 375' east of the existing access. - Access for a feedlot is located approximately 725' east of the existing access. 5. Describe any difficulties seeing oncoming traffic from an existing access and any anticipated difficulties seeing oncoming traffic from a proposed access. There are no difficulties in seeing oncoming traffic from the existing access. CR 22 is straight and flat, and views in both directions are unobstructed. 6. Describe any horizontal curve (using terms like mild curve, sharp curve, reverse curve, etc.) in the vicinity of an existing or proposed access. There is no horizontal curve in the vicinity of the proposed access. 7. Describe the topography (using terms like flat, slight hills, steep hills, etc.) of the road in the vicinity of an existing or proposed access. The topography is flat in the vicinity of the proposed access. (bneEnergyPfFWA8LES OVERLAND SOLAR ENVIRONMENTAL HEALTH QUESTIONNAIRE OneEnergy Renewables 2003 Western Ave, Suite 225 Seattle, Washington 98121 oneenergy renewables .com (5neEnergyRENFWA0t ENVIRONMENTAL HEALTH QUESTIONNAIRE 1. Discuss the existing and proposed potable water source. If utilizing a drinking water well, include either the well permit or well permit application that was submitted to the State Division of Water Resources. If utilizing a public water tap, include a letter from the Water District, a tap or meter number, or a copy of the water bill. The proposed SEF is an unmanned facility — as such, no potable water source is proposed. During construction and decommissioning, contractors will provide their own potable water to workers in portable containers. 2. Discuss the existing and proposed sewage disposal system. What type of sewage disposal system is on the property? If utilizing an existing on -site wastewater treatment system, provide the on -site wastewater treatment permit number. (If there is no on -site wastewater treatment permit due to the age of the existing on -site wastewater treatment system, apply for a on -site wastewater treatment permit through the Department of Public Health and Environment prior to submitting this application.) If a new on -site wastewater treatment system will be installed, please state "a new on -site wastewater treatment system is proposed." (Only propose portable toilets if the use is consistent with the Department of Public Health and Environment's portable toilet policy.) The proposed SEF is an unmanned facility - as such, no sanitary sewer system is proposed. During construction and decommissioning, contractors will provide workers with portable toilets. 3. If storage or warehousing is proposed, what type of items will be stored? No storage or warehousing is proposed for the operations period of the proposed S EF. 4. Describe where and how storage and/or stockpile of wastes, chemicals, and/or petroleum will occur on this site. No wastes, chemicals, or petroleum will be stored on -site. 5. If there will be fuel storage on site, indicate the gallons and the secondary containment. State the number of tanks and gallons per tank. N o fuel will be stored on -site. 6. If there will be washing of vehicles or equipment on site, indicate how the wash water will be contained. There will be no washing of vehicles or equipment on -site. 7. If there will be floor drains, indicate how the fluids will be contained. N o floor drains are proposed for the project. 8. Indicate if there will be any air emissions (e.g. painting, oil storage, etc.). N o air emissions will be produced by the proposed SEF. 9. Provide a design and operations plan if applicable (e.g. composting, landfills, etc.). There will be no composting or landfills associated with the proposed SEF. 10. Provide a nuisance management plan if applicable (e.g. dairies, feedlots, etc.). There will be no dairies or feedlots associated with the proposed SEF. (5neEnergyRCNEWABLES 11. Additional information may be requested depending on type of land use requested. (5neEnergy OVERLAND SOLAR LIGHTING PLAN OneEnergy Renewables 2003 Western Ave, Suite 225 Seattle, Washington 98121 oneenergy renewables .com (5neEner RENEWABLES LIGHTING PLAN No lights are currently planned for the Overland Solar SEF. If any lights become necessary to add to the plan, they will be downcast shielded and motion -sensor automated and will only be used in necessary locations, per discussions with the county planning office. oneEnergy OVERLAND SOLAR GLARE REPORT OneEnergy Renewables 2003 Western Ave. Suite 225 Seattle. Washington 98121 oneenergy renewables .com (5neEneray n f v E w A 8 L c> GLARE REPORT OneEnergy has prepared a glare analysis for the project using a Federal Aviation Administration ("FAA") approved, third -party vendor, Forge Solar, developed by the Sandia National Laboratory and widely considered the industry standard and meets the FAA's glare analysis requirements per (78 FR 63276). The analysis indicated that the Project will have "NO GLARE ANTICIPATED" with the Project's current location and design. See attached report. 9/1/2021 Colfer-temp-0 Site Config I ForgeSolar matt, - MIL ForgeSolar .Mw 4 *►a. n.j.'s Mountain West Solar Colfer-temp-O Created Sept. 1, 2021 Updated Sept. 1, 2021 Time -step 1 minute Timezone offset UTC-7 Site ID 58234.6163 Project type V1 Project status: active Misc. Analysis Settings DNI: varies (1,000.0 W/m^2 peak) Ocular transmission coefficient: 0.5 Pupil diameter: 0.002 m Eye focal length: 0.017 m Sun subtended angle: 9.3 mrad Summary of Results No glare predicted! PV Name Tilt deg PV array 1 SA tracking Orientation deg SA tracking Analysis Methodologies: • Observation point: Version 1 • 2 -Mile Flight Path: Version 1 • Route: Version 1 "Green" Glare "Yellow" Glare min min 0 0 ForgeSolar Energy Produced kWh 30,650,000.0 https://www.forgesolar.com/projects/6163/configs/58234/ 1/13 9/1/2021 Caller -temp -0 Site Config I ForgeSolar Component Data PV Array(s) Total PV footprint area: 109.6 acres Note: PV array encompasses a large surface area (greater than 25 acres). Accuracy of path receptor glare analysis may be affected by footprint size. Additional analyses of array sub -sections may provide more information on expected glare. Name: PV array 1 Axis tracking: Single -axis rotation Tracking axis orientation: 180.0 deg Tracking axis tilt: 0.0 deg Tracking axis panel offset: 0.0 deg Maximum tracking angle: 60.0 deg Resting angle: 60 0 deg Footprint area: 109.6 acres Rated power: 10030.0 kW Panel material: Light textured glass with AR coating Vary reflectivity with sun position? Yes Correlate slope error with surface type? Yes Slope error: 9.16 mrad 4 _ Google.3.1 l.'a*ar Te.rrc es. U Gecoprat S r ; : ; , 1 DA Farm Service A.; r ; Vertex 1 2 3 4 Latitude deg 40.131600 40.136670 40.136637 40.131436 Longitude deg -104.649896 -104.649874 - 104.640712 - 104.640819 Ground elevation ft 4877.84 4874.55 4882.56 4889.91 Height above ground Total elevation ft 7.00 7.00 7.00 7.00 ft 4884.84 4881.55 4889.56 4896.91 https://www.forgesolar.com/projects/6163/configs/58234/ 2/13 9/1/2021 Colfer-temp-0 Site Config I ForgeSolar 2 -Mile Flight Path Receptor(s) Name: DIA 1 Description: Threshold height : 50 ft Direction: 179.6 deg Glide slope: 3.0 deg Pilot view restricted? Yes Vertical view restriction: 30.0 deg Azimuthal view restriction: 50.0 deg `-Stcg'=1021 l:asar Te:hrc'•res, U S. Geoa :al Survey, USDA Farm Service Agerty Name: DIA 10 Description: Threshold height : 50 ft Direction: 270.0 deg Glide slope: 3.0 deg Pilot view restricted? Yes Vertical view restriction: 30.0 deg Azimuthal view restriction: 50.0 deg Name: DIA 2 Description: Threshold height : 50 ft Direction: 180.0 deg Glide slope: 3.0 deg Pilot view restricted? Yes Vertical view restriction: 30.0 deg Azimuthal view restriction: 50.0 deg - ". •as r. O9,49 X021 Want Techncoges, U.S Geoogcal Survey, USDA Farm Service Agercy Point Threshold 2 -mile point Latitude deg 39.895634 39.924546 Point Latitude deg Threshold 39.840689 2 -mile point 39.840694 Point Threshold 2 -mile point Latitude deg 39.896934 39.925847 Longitude Ground elevation Height above ground Total elevation deg -104.696132 -104.696388 ft 5321.98 5243.30 ft 50.00 682.14 ft 5371.98 5925.44 Longitude Ground elevation Height above ground Total elevation deg -104.684147 -104.646448 ft 5354.24 5357.67 ft 50.00 600.04 ft 5404.25 5957.70 Longitude Ground elevation Height above ground Total elevation deg -104.686840 -104.686840 ft 5350.22 5259.94 ft 50.00 693.73 ft 5400.22 5953.67 https://www.forgesolar.com/projects/6163/configs/58234/ 3/13 9/1/2021 Colfer-temp-0 Site Config I ForgeSolar Name: DIA 3 Description: Threshold height : 50 ft Direction: 271.3 deg Glide slope: 3.0 deg Pilot view restricted? Yes Vertical view restriction: 30.0 deg Azimuthal view restriction: 50.0 deg Goosle021 L'axarLamsIt- Te:hneages, U' S. Goatee! Survey, USDA Farm Service Army Name: DIA 4 Description: Threshold height : 50 ft Direction: 0.5 deg Glide slope: 3.0 deg Pilot view restricted? Yes Vertical view restriction: 30.0 deg Azimuthal view restriction: 50.0 deg Name: DIA 5 Description: Threshold height : 50 ft Direction: 179.5 deg Glide slope: 3.0 deg Pilot view restricted? Yes Vertical view restriction: 30.0 deg Azimuthal view restriction: 50.0 deg I. ! 1 a _ • Google: L'auar Ter. haa.o;es, U S Geoocat Survey, USDA Farm Servae A,rercy Point Threshold 2 -mile point Point Threshold 2 -mile point Point Threshold 2 -mile point Latitude deg 39.877203 39.876527 Latitude deg 39.832148 39.803237 Latitude deg 39.864861 39.893773 Longitude deg - 104.619891 - 104.582182 Longitude deg - 104.641704 - 104.642006 Ground elevation ft 5295.12 5333.35 Ground elevation ft 5369.65 5421.37 Height above ground Total elevation ft 50.00 565.23 ft 5345.12 5898.58 Height above ground Total elevation ft 50.00 551.74 ft 5419.66 5973.11 Longitude Ground elevation Height above ground Total elevation deg - 104.641281 - 104.641603 ft 5328.55 5276.99 ft 50.00 655.02 ft 5378.55 5932.00 https://www.forgesolar.com/projects/6163/configs/58234/ 4/13 9/1/2021 Colfer-temp-0 Site Config I ForgeSolar Name: DIA 6 Description: Threshold height : 50 ft Direction: 91.6 deg Glide slope: 3.0 deg Pilot view restricted? Yes Vertical view restriction: 30.0 deg Azimuthal view restriction: 50.0 deg • Y 1�ktus, !.'axar Te:hnae;es, U S. Geo gcal Survey, USDA Farm Service Agency Name: DIA 7 Description: Threshold height : 50 ft Direction: 0.8 deg Glide slope: 3.0 deg Pilot view restricted? Yes Vertical view restriction: 30.0 deg Azimuthal view restriction: 50.0 deg Name: DIA 8 Description: Threshold height : 50 ft Direction: 0.0 deg Glide slope: 3.0 deg Pilot view restricted? Yes Vertical view restriction: 30.0 deg Azimuthal view restriction: 50.0 deg Point Latitude Longitude deg deg Threshold 39.877537 2 -mile point 39.878354 Point Threshold 2 -mile point Latitude deg 39.864313 39.835404 - 104.662052 -104.699757 Longitude deg - 104.687208 - 104.687755 Point Latitude Longitude deg deg Threshold 39.852179 2 -mile point 39.823267 - 104.696612 - 104.696612 Ground elevation Height above ground Total elevation ft 5353.88 5265.69 ft 50.00 691.64 ft 5403.88 5957.33 Ground elevation Height above ground Total elevation ft 5353.59 5341.06 ft 50.00 615.99 ft 5403.59 5957.05 Ground elevation Height above ground Total elevation ft 5326.79 5383.67 ft 50.00 546.58 ft 5376.79 5930.25 https://www.forgesolar.com/projects/6163/configs/58234/ 5/13 9/1/2021 Coffer -temp -0 Site Config I ForgeSolar Name: DIA 9 Description: Threshold height : 50 ft Direction: 91.1 deg Glide slope: 3.0 deg Pilot view restricted? Yes Vertical view restriction: 30.0 deg Azimuthal view restriction: 50.0 deg oogle t.ss, Uwe Technologies, U.S. GedbgraaSurvey. USDA Fatm Setvke Agency Name: Greely 1 Description: Threshold height : 50 ft Direction: 284.7 deg Glide slope: 3.0 deg Pilot view restricted? Yes Vertical view restriction: 30.0 deg Azimuthal view restriction: 50.0 deg Name: Greely 2 Description: Threshold height : 50 ft Direction: 107.3 deg Glide slope: 3.0 deg Pilot view restricted? Yes Vertical view restriction: 30.0 deg Azimuthal view restriction: 50.0 deg Point Latitude Longitude deg deg Threshold 39.840919 2 -mile point 39.841489 -104.726447 -104.764139 Point Latitude Longitude deg deg Threshold 40.426493 2 -mile point 40.419166 -104.626253 -104.589469 Point Latitude Longitude deg deg Threshold 40.430587 2 -mile point 40.439185 Ground elevation -104.645637 -104.681944 ft 5349.82 5268.18 Ground elevation ft 4645.39 4593.84 Ground elevation ft 4659.59 4643.37 Height above ground Total elevation ft 50.00 685.10 ft 5399.83 5953.28 Height above ground Total elevation ft 50.00 655.01 ft 4695.39 5248.85 Height above ground Total elevation ft 50.00 619.67 ft 4709.59 5263.05 https://www.forgesolar.com/projects/6163/configs/58234/ 6/13 9/1/2021 Colfer-temp-0 Site Config I ForgeSolar Name: Greely 3 Description: Threshold height : 50 ft Direction: 355.6 deg Glide slope: 3.0 deg Pilot view restricted? Yes Vertical view restriction: 30.0 deg Azimuthal view restriction: 50.0 deg Name: Greely 4 Description: Threshold height : 50 ft Direction: 177.9 deg Glide slope: 3.0 deg Pilot view restricted? Yes Vertical view restriction: 30.0 deg Azimuthal view restriction: 50.0 deg Name: No Co Regional 1 Description: Threshold height : 50 ft Direction: 338.6 deg Glide slope: 3.0 deg Pilot view restricted? Yes Vertical view restriction: 30.0 deg Azimuthal view restriction: 50.0 deg 1.1 :2021 !; axar Te:Prc;.yc;. USDA Farm ServiceAgercy Point Latitude Longitude deg deg Threshold 40.428985 2 -mile point 40.400158 -104.630862 -104.627944 Point Latitude Longitude deg deg Threshold 40.455961 2 -mile point 40.484854 Point Threshold 2 -mile point Latitude deg 40.440320 40.413404 - 104.632240 - 104.633640 Longitude deg - 105.007226 -104.993336 Ground elevation Height above ground Total elevation ft 4650.61 4620.81 ft 50.00 633.26 ft 4700.61 5254.07 Ground elevation Height above ground Total elevation ft 4694.33 4717.16 ft 50.00 580.62 ft 4744.33 5297.79 Ground elevation Height above ground Total elevation ft 5017.54 4952.87 ft 50.00 668.13 ft 5067.54 5621.00 https://www.forgesolarcom/projects/6163/configs/58234/ 7/13 9/1/2021 Colfer-temp-0 Site Config I ForgeSolar Name: No Co Regional 2 Description: Threshold height : 50 ft Direction: 161.7 deg Glide slope: 3.0 deg Pilot view restricted? Yes Vertical view restriction: 30.0 deg Azimuthal view restriction: 50.0 deg Name: RM Met 1 Description: Threshold height : 50 ft Direction: 302.6 deg Glide slope: 3.0 deg Pilot view restricted? Yes Vertical view restriction: 30.0 deg Azimuthal view restriction: 50.0 deg Name: RM Met 2 Description: Threshold height : 50 ft Direction: 303.1 deg Glide slope: 3.0 deg Pilot view restricted? Yes Vertical view restriction: 30.0 deg Azimuthal view restriction: 50.0 deg 021 t'aAar Technao,es. U S Gec-otca: Survey. USDA Farm Service Agency Point Threshold 2 -mile point Latitude deg 40.462214 40.489658 Longitude deg - 105.017399 - 105.029370 Point Latitude Longitude deg deg Threshold 39.901364 2 -mile point 39.885795 -105.101914 -105.070120 Point Latitude Longitude deg deg Threshold 39.903413 2 -mile point 39.887620 -105.110927 -105.079320 Ground elevation ft 4977.84 4887.68 Ground elevation ft 5566.20 5313.21 Height above ground Total elevation Ground elevation ft 5595.23 5340.67 ft 50.00 693.62 ft 5027.84 5581.30 Height above ground Total elevation ft 50.00 856.44 ft 5616.20 6169.65 Height above ground Total elevation ft 50.00 858.02 ft 5645.23 6198.69 https://www.forgesolar.com/projects/6163/configs/58234/ 8/13 9/1/2021 Colfer-temp-0 Site Config I ForgeSolar Name: RM Met 3 Description: Threshold height : 50 ft Direction: 124.8 deg Glide slope: 3.0 deg Pilot view restricted? Yes Vertical view restriction: 30.0 deg Azimuthal view restriction: 50.0 deg Name: RM Met 4 Description: Threshold height : 50 ft Direction: 123.9 deg Glide slope: 3.0 deg Pilot view restricted? Yes Vertical view restriction: 30.0 deg Azimuthal view restriction: 50.0 deg 1021 Mavar Techro4ogies, U.S. GeologicalSuney, USDA Fern Service :yerty Route Receptor(s) Name: CR 22 Route type Two-way View angle: 50.0 deg Point Threshold 2 -mile point Latitude deg 39.914166 39.930683 Longitude Ground elevation Height above ground Total elevation deg -105.131456 -105.162430 Point Latitude Longitude deg deg Threshold 39.915301 2 -mile point 39.931410 Vertex 1 2 3 Latitude deg 40.145779 40.145844 40.145851 -105.128430 -105.159770 Longitude deg -104.621463 -104.668969 -104.669623 ft 5672.71 5518.61 Ground elevation ft 5659.88 5500.07 Ground elevation ft 4863.92 4880.56 4882.24 ft 50.00 757.56 ft 5722.72 6276.17 Height above ground Total elevation ft 50.00 763.27 Height above ground ft 10.00 10.00 10.00 ft 5709.89 6263.34 Total elevation ft 4873.92 4890.56 4892.24 https://www.forgesolar.com/projects/6163/configs/58234/ 9/13 9/1/2021 Golfer -temp -0 Site Config I ForgeSolar Discrete Observation Receptors Number Latitude deg Longitude deg Ground elevation ft Height above ground ft Total Elevation ft OP 1 40 138755 -104 640307 4885 87 5 50 4891 37 OP 2 40 138704 -104 631459 4879 31 5 50 4884 81 OP 3 40 141718 -104 650666 4871 50 0 00 4871 50 OP 4 40 142054 -104 850800 4871 29 5 50 4876 79 OP 5 40 139402 -104 649256 4872 78 5 50 4878 28 OP 6 40 145521 -104 651120 4868 03 5 50 4873 53 OP 7 40 145547 -104 841977 4879 31 5 50 4884 81 OP 8 40 145121 -104 640663 4878 14 5 50 4883 64 OP 9 40 144315 -104 640241 4878 55 5 50 4884 05 OP 10 40 144100 -104 640200 4878 34 5 50 4883 84 OP 11 40 131744 -104 661145 4873 93 5 50 4879 43 https.//www forgesolar com/projects/6163/configs/58234/ 10/13 9/1/2021 Colfer-temp-0 Site Config I ForgeSolar Summary of PV Glare Analysis PV configuration and total predicted glare PV Name Tilt Orientation "Green" Glare "Yellow" Glare Energy Produced Data File deg deg min min kWh PV array 1 SA tracking SA tracking 0 0 30,650,000 0 PV & Receptor Analysis Results Results for each PV array and receptor PV array 1 no glare found Predicted energy output 30,650,000 0 kWh (assuming sunny, clear skies) https //www forgesolar com/pro/ects/6163/configs/58234/ 11/13 9/1/2021 Colfer-temp-0 Site Config I ForgeSolar Component Green glare (min) Yellow glare (min) FP DIA 1 0 0 FP DIA 10 0 0 FP DIA 2 0 0 `1 FP DIA 3 0 0 FP DIA 4 0 0 FP DIA 5 0 0 FP DIA 6 0 0 FP DIA 7 0 0 FP DIA 8 0 0 FP DIA 9 0 0 FP Greely 1 0 0 FP Greely 2 0 0 FP Greely 3 0 0 FP Greely 4 0 0 FP No Co Regional 1 0 0 FP No Co Regional 2 0 0 FP RM Met 1 0 0 FP RM Met 2 0 0 FP RM Met 3 0 0 FP RM Met 4 0 0 OP OP 0 0 OP OP 0 0 OP OP 3 0 0 OP OP 0 0 i OP OP 0 0 OP OP 0 0 OP OP 0 0 OP OP 0 0 J OP OP 0 0 OP OP 10 0 0 OP OP 11 0 0 Route CR 22 0 0 No glare found Assumptions • limes associated with glare are denoted in Standard time For Daylight Savings, add one hour • Glare analyses do not account for physical obstructions between reflectors and receptors This includes buildings, tree cover and geographic obstructions • Detailed system geometry is not ngorously simulated • The glare hazard determination relies on several approximations including observer eye characteristics, angle of view, and typical blink response time Actual values and results may vary • The system output calculation is a DNI-based approximation that assumes clear, sunny skies year-round It should not be used in place of more rigorous modeling methods • Several VI calculations utilize the PV array centroid, rather than the actual glare spot location, due to algorithm limitations This may affect results for larg PV footpnnts Additional analyses of array sub -sections can provide additional information on expected glare • The subtended source angle (glare spot size) is constrained by the PV array footprint size Partitioning large arrays into smaller sections will reduce the maximum potential subtended angle, potentially impacting results if actual glare spots are larger than the sub -array size Additional analyses of the combined area of adjacent sub -arrays can provide more information on potential glare hazards (See previous point on related limitations ) • Hazard zone boundaries shown in the Glare Hazard plot are an approximation and visual aid Actual ocular impact outcomes encompass a continuous, nc discrete, spectrum • Glare locations displayed on receptor plots are approximate Actual glare -spot locations may differ https //www forgesolar com/projects/6163/configs/58234/ 12/13 9/1/2021 Coffer -temp -0 Site Config I ForgeSolar • Glare vector plots are simplified representations of analysis data Actual glare emanations and results may differ • Refer to the Help page for detailed assumptions and limitations not listed here https //www forgesolar com/pro/ects/6163/configs/58234/ 13/13 (5neEner RE V E W A. 8 I. E S OVERLAND SOLAR SIGN PLAN OneEnergy Renewables 2003 Western Ave, Suite 225 Seattle, Washington 98121 oneenergy renewables .com tnergyRE N E W A S L E SIGN PLAN Signage for the Overland Solar SEF will be limited to one plant identification sign and high - voltage warning signs. The warning signs will all be of the same design, which shall be spaced every 1000' along the project's perimeter fencing. All sign locations are shown on the map on Sheet A-103 of the Overland Solar USR Map, and all designs shall be in accordance with Chapter 23, Article IV, Division 2, and Appendices 23-C, D, and E of the Weld County Code. (5neEnergyRENEwa8L OVERLAND SOLAR - tom=fit DECOMMISSIONING PLAN OneEnergy Renewables 2003 Western Ave, Suite 225 Seattle. Washington 98121 oneenergy renewables .com (5neEneray DECOMMISSIONING PLAN The Overland Solar SEF has an estimated useful life of 30 years, with the possibility of extending that useful life to 50 years in the case of equipment replacement, upgrading, and repowering later in life. When the useful life of the SEF has reached its end. power generation will cease, the facility will be decommissioned, and all components of the SEF will be removed from the property. Finally, the site will be returned to its current and/or former use as native vegetation or agricultural production. This Decommissioning Plan contains the current industry best practices and may change as these practices evolve and improve between now and the end of the useful life of the SEF. Decommissioning Process The SEF will consist of mostly recyclable materials, including semiconductor material, aluminum, glass, steel, copper, and plastic. At the time of decommissioning. these components will be dismantled from the SEF, separated by material, and sorted according to salvageable value and recyclability. Salvage value is expected to provide a significant portion of the funding for the decommissioning of the SEF. Improvements made to the land (including access roads, driveways, and plantings) during the construction and operation of the SEF will be reclaimed using industry best practices. Some may remain on the site per the wishes of the landowner. All improvements not reclaimed and returned to agricultural use will be approved by the Weld County Department of Planning Services. Decommissioning is planned to include the following steps: 1. The project owner will schedule a pre -closure meeting with the Weld County Department of Planning Services up to one year prior to the planned decommissioning of the SEF. Final details of the decommissioning will be discussed at this meeting and developed in coordination with the Department. 2. Any necessary permits will be acquired prior to the commencing of decommissioning. 3. Any agencies and other local departments necessary will be contacted and coordinated with 4. The SEF will be disconnected from the electric grid in coordination with United Power. 5. Within 12 months of disconnection, the following decommissioning activities will take place a. PV modules will be disconnected and removed for salvage or recycling. b. All electrical cabling (both above and below ground) shall be removed for salvage or recycling. c. Aluminum racking used to support PV modules will be removed for salvage or recycling. (L)neEner R E N E W A B L c 5g d. Steel foundation piles will be removed for salvage or recycling. These piles will either be moved in their entirety or will be cut off approximately 3' below grade, deep enough to allow the land to return to agricultural use. e. All electric interconnection equipment, including inverters and transformers, shall be removed for salvage or recycling. f. All concrete foundations shall be removed and properly disposed of. g. All fencing shall be removed and properly disposed of. h. All soils disturbed during the decommissioning process will be re -graded to meet existing contours and seeded with a native, dryland seed mix. Financial Assurance The capital investment represented by the solar facility will create significant value from the materials used to construct the solar facility. The salvage value of the electronics, semiconductor materials, aluminum, steel, and copper from the decommissioned facility, should cover most or all of the decommissioning cost. In addition, Fifteen (15) years after the commencement of the operations of the Project, the project owner shall provide a removal security to cover the estimated removal costs, if any, associated with the solar facilities. The removal security shall be either a bond from an individual or entity engaged in the construction business, a surety bond, a corporate guarantee a letter of credit issued by a financial institution or a cash deposit. The amount of the removal security shall be based on a written estimate from a company with experience with such matters which sets forth such company's estimate of the cost of removing the solar facilities, net of their estimated salvage value. (5neEnergy OVERLAND SOLAR MAINTENANCE PLAN OneEnergy Renewables 2003 Western Ave, Suite 225 Seattle, Washington 98121 oneenergy renewables .com (bneEnergyN E vEwa9LE5 MAINTENANCE PLAN The Overland Solar SEF will be located entirely on privately owned lands that are previously - disturbed by agriculture and oil & gas activities. The Project is designed to be a low impact development. Reclamation measures will be implemented to restore the temporarily disturbed near -surface soils at the Project site. Permanent impacts from Project construction will be minimized whenever possible, enabling the land to return to agricultural use at the end of its life. Soil Disturbance Only a minimal amount of soil disturbance will be required during construction of the Project. The vast majority of existing topsoil and native vegetation will be left intact, with foundation posts installed directly through the existing surface. Erosion prevention measures will be in place to minimize the need to remove existing vegetation and to leave soils in place. Anticipated grading during construction will be minimal, mostly limited to excavation of trenches for the installation of underground conduit and cables. No export or stockpiling of topsoil is expected. Re -Seeding and Weed Maintenance Once the Project's installation is complete, any disturbed areas will be re -seeded with a weed - free, low -growing native seed mix. Site maintenance will occur several times per year, which will include regular mechanical mowing as the preferred method of weed maintenance. Chemical herbicides will be used for weed maintenance if mechanical mowing does not prove adequate. Snow Maintenance The Project shall be designed to withstand and be compatible with average wind and snowfall for the region. Single -access tracking panels will be programmed to their maximum tilt setting (60 degrees) during non-functioning hours to keep the panels as snow -free as possible. The Applicant will work with the County to identify and resolve any snow -related issues with the Project. Site Access During the Project's operation, site visits will be conducted regularly. Maintenance of the Project will require visitation of pickup trucks and/or small 4 -wheel drive ATVs on an as - needed basis. Typically, unless there is an unusual emergency repair, tracked or wheeled equipment is not used during maintenance. 2740 Dallas Parkway, #280 Plano, TX 75093 Westwood November 4, 2021 Mr. Jay McDonald. Director Weld County Department of Public Works 111 H Street Greeley, CO 80631 Re: Traffic Impact Letter Use by Special Review — Overland Solar Attachment - Overland Solar Permit set Site Plan. Dear Mr. McDonald: Main (214) 473-4640 Fax (972) 767-3041 westwoodps.com (888) 937-5150 In partial fulfillment of the Weld County Use by Special Review permitting requirements, Westwood Professional Services (Westwood), on behalf of OneEnergy Renewables has completed this Traffic Impact Letter for the Overland Solar Energy Facility (The Project). This report intends to provide traffic related information and identify potential Project impacts to affected roadways within Weld County. The following information is included in this letter report: • Project Location, Components, and Construction Schedule • Designated Travel Route • Daily Vehicle Trip Generation • Conclusions Project Location, Components, and Construction Schedule Location The Project is located in the SE 1/4 Quarter of Section 15, Township 2 North, and Range 65 West of the 6th Prime Meridian. More specifically the Project site is approximately 120 acres of land, with a fenced area of approximately 80 acres located on a parcel totaling approximately 161.6 acres. The Project is located approximately 3.9 miles north of Hudson and approximately 1.7 miles southeast of the Weld County Road (WCR) 22 and 41 intersections. The address is Keenesburg RE -3, Hudson, Colorado 80642. Components The Project generally includes: an approximately 10.00 MW -ac solar facility with approximately 29,300 solar panels mounted on single -axis tracker arrays with steel I-beam foundations; 80 pole mounted string inverters, and pad mounted transformers; an access drive with emergency turn -around and perimeter fence with gate. The Project connects to a 69 kV distribution line on timber poles. November 4, 2021 Page 2 Construction Schedule It's currently anticipated that the Use by Special Review Permit will be issued by Weld County in the spring of 2022 The Project intends to apply for an early grading permit in February 2022 Accordingly, a construction start/mobilization date of February 2022 has been established Based on this, the following preliminary schedule is currently expected • Driveway installation and site area grading • Solar Facility Component Delivery • Perimeter Fence Installation • Solar Panel Pile Foundation Installation • Solar Array Installation • Transformer and Inverter Installation • Wire and Cable Installation and Trenching • Solar Panel Installation • Seeding/Mulching and Site Stabilization Designated Access Route May 1, 2022 — May 15, 2022 May 1, 2022 — May 30, 2022 May 1, 2022 — May 30, 2022 June 1, 2022 — August 1, 2022 June 15, 2022 — August 15, 2022 July 1, 2022 — August 31, 2022 July 1, 2022 — August 31, 2022 June 15, 2022 — August 31, 2022 August 15, 2022- September 30, 2022 Depending on the direction the components are arriving from, there are two access routes into the Proj ect Area For deliveries originating to the south and west (Denver), the designated access route is I-76 East to exit 31 (Main Street Hudson, left (north) on Main Street which becomes Highway 52 (County Road 12 ''/2) (west) for approximately 1 9 miles to County Road 41, left (north) for 4 5 miles to County Road 22 right (east) for 2 0 miles to County Road 45, right (south) for approximately 5000 feet to the site entrance For deliveries originating to the East (Omaha), the designated access route is I-76 West to Exit 34 (Kersey Road/County Road 49, right (north) on County Road 49 for approximately 3 miles to County Road 22, left (west) for 2 0 miles County Road 22 right (east) for 2 0 miles to County Road 45, right (south) for approximately 5000 feet to the site entrance Daily Vehicle Trip Generation and Distribution Project development may be divided into the following 4 phases site preparation, material and equipment delivery, solar facility construction, and maintenance Table 1 (on the following page) illustrates the estimated average daily trip generation by vehicle type for each Project phase November 4, 2021 Page 3 Table 1 — Vehicle Trip Generation Project (Time Phase Period) Vehicle Type Estimated Vehicle Weight Gross Number of Per Vehicles Day Average Maximum Trips Vehicle Per and Day (approx. Site Preparation 4-6 weeks) Equipment Trucks Hauling 20,000-80,000 lbs 0-10 10-1 Aggregate Trucks 80,000 lbs 0-32 32-4 Passenger Vehicles 2,000-10,000 lbs 8-24 24-16 Fuel Delivery 20,000-30,000 lbs 0-2 2-1 Max — 68/Ave - 33 Equipment (approx. Material 4 and Delivery weeks) Shipping and Flatbed Trucks Container Delivery 80,000 lbs 10-18 18-6 Equipment Trucks Hauling 20,000-40,000 lbs 0-4 4-1 Passenger Vehicles 2,000-10,000 lbs 24-24 44-40 Fuel Delivery 20,000-30,000 lbs 0-2 2-1 Max — 68/Ave - 48 Solar (4-5 Installation months) Facility Passenger Vehicles 2,000 to 10,000 lbs 32-24 32-28 Fuel Truck 20,000 to 30,000 lbs 1 1 Material Truck Delivery 20,000 to 80,000 lbs 2-4 4-1 Max — 25/Ave -15 Operations (ongoing operational) once Utility Vehicle 2,000 to 10,000 lbs 1 per month or less 2-0 Max - 2/Ave - 0 As illustrated in Table 1, the majority of traffic generated as a result of the solar facility installation will occur during the 4-5 month solar facility installation (maximum 68/Average 48 vehicles per day). The majority of this traffic will be construction workers light duty vehicles, such as passenger vehicles and pickup trucks The majority of heavy truck traffic including standard shipping container deliveries (total of 48 containers and 439 delivery trucks) and equipment (rubber tire loader, pile driver, rough terrain forklift) delivery and pickup will travel to and from the Project between 8:30 AM and noon and 1:30 PM and 4:00 PM. Project related traffic during all phases will not be significant during AM and PM peak periods (7:00 — 9:00 AM and 4:00 — 6:00 PM, respectively), especially considering the excess capacity available, and the limited amount of peak hour traffic in this location. Conclusions 1. The Project is expected to generate up to 10 vehicle trips per day during equipment delivery (anticipated to be one week at the beginning of the Project construction, and one week at the end of the Project construction), up to 68 vehicle trips per day during material deliveries and solar November 4, 2021 Page 4 facility installation (4-5 months) and up to 2 vehicle trips per month during solar facility operation. 2. Site preparation is anticipated to begin in the late spring of 2022 and be complete within 4 weeks after start. 3. Solar facility and appurtenance installation is expected to begin in May 2022 and be complete in August 2022. 4. Seeding, mulching, and permanent site stabilization and vegetation is expected to begin in late summer of 2022, and be complete in September of 2022. 5. The phase with the greatest amount of traffic (solar facility installation) is expected to occur over a 4 month period (May 2022 — August 2022). 6. Daily Project related truck traffic is not expected to impact AM and PM peak traffic periods. 7. Sight distance at the Project entrance is well over 1,000 feet both to the north and to the south. The entrance is on a low volume road, with a gravel surface. The alignment to the north is straight for 5000 feet. To the south, there is no vegetation that could obscure traffic on the north - south road, or on the east -west that ends at County Road 45. 8. As proposed, the solar facility site preparation, installation, and ongoing inspection/maintenance are not anticipated to create adverse traffic related impacts on Weld County roads. Based on anticipated vehicle types, weights, and numbers, and the construction schedule, the Project is not anticipated to degrade/damage Weld County roads. We trust that this Traffic Impact Letter is acceptable and complete. Please contact me at jay.wetmore@westwoodps.com or (612) 258-4813 should you require additional information. Sincerely, &la Jay Wetmore Sr. Infrastructure and Transportation Advisor Westwood Professional Services Attachments: Overland Solar 10.00 MWAC Conceptual Layout A B C D E F G H I J K M L N 0 l ,.. --SITE ACCESS pow3 - C G Ei. I N� EASEMENT _ _ -- __ - - ` - I q•Ff �-r -._J.. - Y� ll�� _ i.-�"4— - r --�� 1�.. + 1. A• I .. /_L _ _ ._ - _ - - _ -• _ _ __ _ _ �„ _. s a:l ._. - _ s �l \ I 7003 Western Ave Suite 225 E zhJ 71N15 Dirt i 41 M:C65•, ki, Seattle WA 9617' oneeneig renewrblea corn 206 922 7077 2 �. / N OneEnergy / i'. ti ELEaitl? EeSENEItr -- PROJECT INFORMATION / L NAME: OVERLAND SOLAR ADDRESS XX•-XX 3 I®� / If " XXX -- "'- / �` / TECHNOLOGY SOLAR BIFACIAL TRACKING SIZE 1000MWAC / ._-_,. _ / "il/ `—� ,`.. ,., �� PRELIMINARY „5 ACRE SE} tfEM EUAFCSM ..•E,..b. LEGEND ;,�,. 4.1. ::41- NOT FOR CONSTRUCTION I i te. I. E.; PRpPO FL GRAVEL ACCESS can's.ROAD I 1 I , I/■ A 1■■ I I 11 I I / J A r r i A■ Y I 1 A 1 II Y X 1 A h Y r h , r A A I I Y Y I■, A A w. 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F EI,CE SMACK ;M P, uN£ -rrw CK 283 DATE: 061O7/2021 DRAWN BY OM /� REVISION: - CHECKED BY •I^ \ FILE NAME: STORMWATER MEMO FOR THE Overland Medium Scale Solar Facility usitxx-xxxx] County of Weld, Colorado SEPTEMBER 13T", 2021 PREPARED FOR: OneEnergy * l w E w♦ O t[ s PREPARED BY: Westwood Stormwater Memo I Overland Solar September 13, 2021 Stormwater Memo Overland Medium Scale Solar Facility Weld County, Colorado Prepared For: OneEnergy Renewables 2OO3 Western Ave, Suite 225 Seattle, Washington 98121 County Case Number USR XX-XXXX Project Number: Roo32o26.00 Date: September 13, 2021 Prepared By: Westwood 127O1 Whitewater Drive, Suite 3OO Minnetonka, MN 55343 (952) 937-5150 11 I Confidential and Proprietary. TBPLS Firm #10074302 Stormwater Memo I Overland Solar September 13, 2021 Table of Contents ProjectSite............................................................................................................ 2 GeneralDescription of Project............................................................................... 2 DDesiDra• inage • gn.................................................................................................... 2 Drainage Improvements 2 Adjacent Area S..............................................................................••••••••••••••••••....... 2 OnsiteSoils............................................................................................................ Timing/Phasing Schedule...................................................................................... BMP Installation, Inspection, and Removal PermanentStabilization........................................................................................ 3 Summary................................................................................•••••••........................ 3 ReferencesCited.................................................................................................... Attachments Attachment is Overland Medium Scale Solar Facility Site Plan Attachment 2: USDA Web Soil Survey Map 1 I Confidential and Proprietary. TBPLS Firm #10074302 Stormwater Memo I Overland Solar September 13, 2021 Project Site This Drainage Report has been prepared on behalf of OneEnergy Renewables, for the proposed construction of the Overland Medium Scale Solar Facility in Weld County, Colorado hereinafter referred to as the project. The proposed development is located in the SE1/4 Quarter of Section 15, Township 2 North, and Range 65 West of the 6th Prime Meridian. More specifically the Project site is approximately 91.55 acres of land and is located approximately 3.9 miles north of Hudson and approximately 1.7 miles southeast of the Weld County Road (WCR) 22 and 41 intersection, State of Colorado. The site is covered intermittently with agricultural row crops depending on time of year. The ground surface slopes to the east and west as bisected by a HUC-12 boundary at an average slope of approximately 2%. The site is within a FEMA Zone X, which is an area of minimal flood hazard. The site is therefore not within a loo -year flood plain. General Description of Project It is proposed to develop approximately 91.55 acres of land for the project of an approximate loMW solar array. The solar array will deliver renewable energy under a power purchase agreement (PPA). The facility is designed for un-manned operation except for bi-annual maintenance. Therefore, this facility will not represent any significant traffic impact to the surrounding county roads. Upon termination of the PPA, the improvements will be removed, and the land will be restored to historic conditions. Drainage Design The area under and around the solar panels will be planted with low -maintenance grass seed mix. Very little additional impervious surface will be added to the site. The only new impervious surface is the gravel access road (34,586 ft ^ 2) and concrete inverter pads, which are 610 square feet, per Weld County solar panels are not considered impervious on A or B soils. Given this and based on conversations with County reviewers, the site will need not need a detention pond per Weld County requirements due to the minimal onsite addition of impervious and the access road being disconnected impervious surface. In Proposed Conditions runoff will continue to sheet flow to the east and west as it does in existing conditions. Historically stormwater runs east or west and then continues north and west respectively. When the site is fully vegetated after construction, stormwater will flow off the solar panels, onto the ground, and run through the grass. The onsite soils, which are mostly categorized as hydrologic soil group A (Attachment 2), are conducive to infiltration. These soil types were also categorized as sands and loamy sands. The fully vegetated site will slow runoff and encourage infiltration. Drainage Improvements There are no proposed drainage improvements on site. All existing flowpaths will be maintained and perennial vegetation will be planted onsite that will decrease runoff and encourage infiltration. Adjacent Areas Beebe Seep Canal is located to the west of the project but does not flow through the site. Runoff from the site flows west into this canal. Minor runoff from offsite areas to the south of the fence 2 I Confidential and Proprietary. TBPLS Firm #10074302 Stormwater Memo I Overland Solar September 13, 2021 line sheet flow north onto the project site and continue east or west as bisected by the HUC-12 boundary. This small amount of water will pass through the site as in existing conditions. Onsite Soils The soils for this project site are classified as Hydrologic Soil Groups (HSG) A and C (Attachment 2) with approximately 95% of the site having HSG type A soils and only 5%) of the site having HSG type C soils. The soil types found in the project site area are Nunn loamy sand, o to 1 percent slopes, Valent sand, o to 3 percent slopes, and Valent sand, 3 to 9 percent slopes. This soil information is based on the Natural Resources Conservation Service (NRCS) National Cooperative Soil Survey. The proposed vegetated conditions will slow run off and encourage infiltration. Timing/Phasing Schedule In the initial and interim stages, the contractor shall install silt fence, vehicle traction control and concrete washout at the entrance, and a stabilized staging area. In the final stage of construction, seeding and mulching and surface roughing shall be done in all disturbed areas, and erosion control blankets shall be installed on all slopes greater than 4:1. The contractor shall also remove the vehicle traction control, concrete washout, stabilized staging area, erosion control blanket, and silt fence in the final stage of construction. BMP Installation, Inspection, and Removal BMPs will be installed prior to project construction, with the exception of the BMPs in the final stage. BMPs will be inspected weekly and as required by the County through project completion by the contractor. BMPs will be maintained and remain in place at least until construction is finished and the site is vegetated. Once all exposed areas have been covered, the BMPs may be removed. Since the project does not include any other disturbance, no additional site stabilization is necessary and/or warranted. Permanent Stabilization The project will be seeded with the Weld County's upland area seed mix to establish permanent stabilization after construction activity has ceased. Reference the table on sheet 13-66 of Appendix A in the USDCM Manual, Volume 2, Chapter 13. As per the USDCM Manual, permanent seeding involves the loosening of soil, applying topsoil, drill seeding the disturbed areas to a depth not less than 1/4 inch and not more than 3/4 inch, and crimping the seeded areas in straw mulch at a rate of 2 tons per acre to provide immediate erosion protection. Summary The proposed site will be designed to maintain its existing drainage patterns. Due to the limited amount of impervious surface proposed and the proposed conversion of the site from row crops to the vegetated cover under the panels a decrease in runoff rates is expected for the proposed conditions when compared to existing conditions. Water quality will be provided by the disconnected impervious and the proposed vegetation below the panels. Based on the landcover conversion, the site design will adequately protect public health, safety, and general welfare and will have no adverse impacts on public right-of-way or offsite properties. 3 I Confidential and Proprietary. TBPLS Firm #10074302 Stormwater Memo I Overland Solar September 13, 2021 References Cited National Engineering Handbook, Part 63o Hydrology. Chapter 9 Hydrologic Soil -Cover Complexes. USDA. NRCS. 210-VI-NEH, July 2004 Web soil survey. Retrieved August 2021, from https://websoilsurvey.sc.egov.usda.gov/App/WebSoilSurvey.aspx NOAA, & Service, N. W. AHPS Precipitation analysis. Retrieved August 2021, from http://water.weather.gov/precip/download.php USGS. USGS water resources: About USGS water resources. Retrieved August 2021, from https://water.usgs.gov/GIS/huc.html FEMA Flood Insurance Rate Maps. Retrieved August 2021, from https://msc.fema.gov/portal/advanceSearch#searchresultsanchor 4 I Confidential and Proprietary. TBPLS Firm #10074302 4, �` f �� ``, k l V \\ •` 4Eniee." A B C D E F G H I J K L M N 0 - F C)IIV 1 \` ! 1 ICI ELEC. IPI EASEMENT _ _ __ __ _ _ ` _ T _� �•r+�-r. ^�—.� III) w ry ! Y7— — — _ _ �T __I- _ _ _ _ .r — • If — \_ • \ 1 20.33 Western Ave Suds 12� i �- 1 i I EXISTI1g1,) P1. A' ;C.C.S', nt,.0 I _ ____ Seattle WA 98121 rrnue nelpyrenoeadut corn ?0f 922 7072 . ___. I OneEnergy , � I_: 11.111.41•11..t$s / %'4' .?, ELECTRIC EASEMEh11 -- ' I PROJECT INFORMATION , / ' NAME: OVERLAND SOLAR ADDRESS: XX,.XX 3 I®1 / • r-:—, "!' XXX ~ ------- / / / TECHNOLOGY SOLAR BIFACIAL TRACKING SIZE 10.00 MWAC / •;� ;®/ _, ftECTR►'. EA:;E►nr=Nf ...,^ PRELIMINARY LEGEND 4 L . F ., ,� , •Lc . K EAnEmern NOT FOR CONSTRUCTION 0. - .. , r o . r• - . - - .., -- -. — �` ,� :` ;•. PROPfTEII ',RAVEL ACCESS ROAD . r Y r r r« v y, A l l• . i A 1 1 1 1 1 1 1/ I I . I r 0 r r r r W r A I Y r n r X r , n• A■ I X I v h .. v, i. v • Y I I, Y r v Y i, l r,. -. •:r :. • INVERTER :YID V I `� Kt Rt,W I aJ1 __ w w .. r .. r_- .. -_♦♦.♦ L ♦ __ w- .. __ r IL _ J r__ L L _ J__ r r 1 Y h N A X 1 1 Y 1 X M 1 A Y A 1 1 M M . I ,L i INTERCONNECT ION FOOIPMFNT 5 rF�1 r:IL +141£LL _ 'El6ACK LANE ITYG: I 1 Y Y r 1 Y r + r 1 " i _ 1 I r r 1 r r r ._ .. S T AGIWL/r AkY ING aF'EA / / \ r v 1 1 1■ • 1` r I 1 W r I r 1 I l I M a a A 1 r X I l I A■ I A■ v I X h 1. r h I M M / \ -- JIsTII,IU CART ACCESS ROA!) EXISTING DIPT ACCESS POAD __ --_.� 0 , i r r r r 1, L ,,$_ PAPCEL 6 MIN .2!?.2!?FE hN:;E TO ■PAPCEL. - r f _ L 1 I \ I / - -- BOUDNARY REVISION LOG I'NE SEIHA..h --- f __� _ -L �` /_ - • -,- --, WELL EASEMENT ,.._ - --r- _ . Y Y l , r , n „ Y � r r . M • r h . M . A Y 4 r 1 , 1 � I . .". , . x " .. ". -. . , . + 1 r Y 1 h 1 r . 1 , Y + , i r . I 1 . I( EXITING FENCE I C' ECURITY FENCE 7 - I M r r r A „ h r A l A 1 1 1 1 1 1 I / I A X I X 1 1 I A I A r Y r A A X rr e M 1 A r, I 1 M I I lr 1 I n 11 r , M r I r ` I I , • „it MIC,E£iTEAC• 3 MAL / M INfrEP. TURNING TOLUluS EXISTING UTILITY LINE 4 • / 1d , 1T ER TURNING RADIUS -r^-.....- UNDERGROUND GENERATION TIE Ji14.L •.__ _.._._._r_.r __H.J_ .__.. _._ .t... _ -,..-w- OVERHEAD GENERATION TIE .. r.--i r To .. - oTo I # o i AB-�- o PIPELINE I NATURAL GAS 8 1,` I a -EL .\. r —+-- P: P L L.1 �-_ �� I l r l l l '' A M. A ■ I r 1 1 I P 1 r 1 v Y I 1 M Y r h A I Y i i•} e \ — - • P r r nr' - • r r r . . , `RICPOSEC API (� ,��) LbA 7IL YiE1L `:i t\/ / / rN�it}rE ` Y's_./... p UNE 0 ENTRANCE ,`. •.T\ •�:1t �'l.tliT �F t,.,• \. ZETBACK/TYP2-� �/ . , r . I r 1 . . , _� r II ."-PRrlPU!.EDPCsl AT e;LV I _. 9 . ` r ` I ` _ _ Cr` I- I FATSTINri UTILITY' I';I! ' J. .1.-- .:Ir PIPELINE FRAN ♦ ®1 -- --- --- .. 1 - - - - _ - ` / 1 - _- - ( ---- o•� ., [ N. / I jI ` NFW UTILITY r�ni r yl I I bbl 1 T. 'S7 PIPELINE RCM I « n 1 « 4 1 A M 1 X Y a I I ■ ■ Y «. F« n A I A «• r I A M• A Y«---- 1 1 1■ I X 1 X Y I I 1 I. Q NWI WETLAND 10 .-"� r PI _ _ r l w _ _ II L _ _ _ _ - - _ _ _ _ _ _ _ _ _ I 11 OVERLAND ONEENERGY DEVELOPMENT SOLAR LLC r- PAN �7FEN('ETU `�'PARCEL T •n• :w. "`r•'-'• 1-c. IJI,IE?,ETTWA( A-102 SITE PLAN - - '- -"- -.-—.—.—.---•---. - —. — — — — �_. 1 ,-.- 11 - - -- --.-.-..-.-.__.- - --•- --- --- --- — — ——.—.—.—.—,� - —._ --_ _ _ — - _ "— I t naizs moC+/LE Tv PAR `.` ti.11:0 FE■A.E Tr, C:E1 ` FEaICEffiTTsACKltYP; •LINE SETBACK 1 :eJ DATE 08/072021 DRAWN BY OM REVISION: - CHECKED BY 42 FILE NAME: Hydrologic Soil Group Weld County, Colorado. Southern Part 400 8 13' N 40° 7 51" N 529700 529800 52.7.730 Soil Map niay not be Valid at thissc 529700 rn ° v 1-4 N A 529800 529900 530030 1 I 530000 530100 530100 Map Scale: 1:4,760 if printed on A landscape (11" x 8.5") sheet 0 50 100 200 300 ,Feet 0 200 400 800 1200 Map projection: Web Mercator Corner coordinates: WGS84 Edge tics: UTM Zone 13N WGS84 USDA Natural Resources a Conservation Service 530200 530200 51303(X) 1 530300 Web Soil Survey National Cooperative Soil Survey 530400 530500 •ftniJ" rnme- . wass. rM*.YJr%MRs 1abaY—ma• .rwarNY 530400 530500 530600 530600 ,4iks. 24. 530700 530700 ° CT - 9/13/2021 Page 1 of 4 40° 8' 13" N 40° T51"N Soil Rating Points A 0 A/D a B B/D Hydrologic Soil Group Weld County, Colorado, Southern Part MAP LEGEND MAP INFORMATION Area of Interest (AOl) Area of Interest (AOl) Soils Soil Rating Polygons U A AID B B/D C C/D D Not rated or not available Soil Rating Lines a r A . - A/D 0 0 C The soil surveys that comprise your AOI were mapped at 1 24,000. C/D D Not rated or not available Water Features Streams and Canals Transportation Rails Interstate Highways US Routes Major Roads Local Roads Background Aerial Photography Warning: Soil Map may not be valid at this scale. Enlargement of maps beyond the scale of mapping can cause misunderstanding of the detail of mapping and accuracy of soil line placement. The maps do not show the small areas of contrasting soils that could have been shown at a more detailed scale. Please rely on the bar scale on each map sheet for map measurements. Source of Map: Natural Resources Conservation Service Web Soil Survey URL: Coordinate System: Web Mercator (EPSG:3857) Maps from the Web Soil Survey are based on the Web Mercator projection, which preserves direction and shape but distorts distance and area. A projection that preserves area, such as the Albers equal-area conic projection, should be used if more accurate calculations of distance or area are required. ft B This product is generated from the USDA-NRCS certified data as B/D of the version date(s) listed below. • •C Soil Survey Area: Weld County, Colorado, Southern Part Survey Area Data: Version 19, Jun 5, 2020 r st C/D Soil map units are labeled (as space allows) for map scales a - D 1:50,000 or larger. Not rated or not available Date(s) aerial images were photographed: Jul 19, 2018 Aug 10, 2018 The orthophoto or other base map on which the soil lines were compiled and digitized probably differs from the background imagery displayed on these maps. As a result, some minor shifting of map unit boundaries may be evident. l!sw Natural Resources Web Soil Survey Conservation Service National Cooperative Soil Survey 9/13/2021 Page 2 of 4 Hydrologic Soil Group —Weld County. Colorado. Southern Part Hydrologic Soil Group Map unit symbol Map unit name Rating Acres in AOI Percent of AOI 43 Nunn percent loamy sand, 0 to 1 slopes C 4.2 4.6% 69 Valent sand. percent slopes 0 to 3 A 17.8 19.5% 70 Valent sand. 3 to 9 percent slopes A 69.5 75.9% Totals for Area of Interest 91.6 100.0% Description Hydrologic soil groups are based on estimates of runoff potential. Soils are assigned to one of four groups according to the rate of water infiltration when the soils are not protected by vegetation, are thoroughly wet, and receive precipitation from long -duration storms. The soils in the United States are assigned to four groups (A, B, C, and D) and three dual classes (A/D, B/D, and C/D). The groups are defined as follows: Group A. Soils having a high infiltration rate (low runoff potential) when thoroughly wet. These consist mainly of deep, well drained to excessively drained sands or gravelly sands. These soils have a high rate of water transmission. Group B. Soils having a moderate infiltration rate when thoroughly wet. These consist chiefly of moderately deep or deep. moderately well drained or well drained soils that have moderately fine texture to moderately coarse texture. These soils have a moderate rate of water transmission. Group C. Soils having a slow infiltration rate when thoroughly wet. These consist chiefly of soils having a layer that impedes the downward movement of water or soils of moderately fine texture or fine texture. These soils have a slow rate of water transmission. Group D. Soils having a very slow infiltration rate (high runoff potential) when thoroughly wet. These consist chiefly of clays that have a high shrink -swell potential, soils that have a high water table, soils that have a claypan or clay layer at or near the surface, and soils that are shallow over nearly impervious material. These soils have a very slow rate of water transmission. If a soil is assigned to a dual hydrologic group (A/D, B/D, or C/D), the first letter is for drained areas and the second is for undrained areas. Only the soils that in their natural condition are in group D are assigned to dual classes. USDA Natural Resources Web Soil Survey Conservation Service National Cooperative Soil Survey 9/13/2021 Page 3 of 4 Hydrologic Soil Group —Weld County, Colorado; Southern Part Rating Options Aggregation Method: Dominant Condition Component Percent Cutoff. None Specified Tie -break Rule: Higher t.Y» Natural Resources Web Soil Survey as Conservation Service National Cooperative Soil Survey 9/13/2021 Page 4 of 4 (5neEnergyrrEwAeLes OVERLAND SOLAR REASONABLE ALTERNATIVE ANALYSIS OneEnergy Renewables 2003 Western Ave, Suite 225 Seattle, Washington 98121 oneenergy renewables .com neEnergyREMF.WBL REASONABLE ALTERNATIVE ANALYSIS The Overland Solar SEF has been sited to mitigate negative external effects of the development as much as possible. The SEF has been located on the south side of the subject parcel in order to provide the maximum possible distance between the solar arrays and the neighboring residences to the north. Existing topography (southward -sloping) and vegetation (tall native grasses) will further screen the solar arrays from these residences. The siting of the project does not encumber any other systems — there are no adverse stormwater runoff effects, no effects to adjacent agricultural and oil & gas uses, no interference with irrigation or canals, and no prime agricultural soils impacted. Furthermore, the choice of site for this project coincides with an area of former agricultural use that has been fallowed due to low yields and lack of financial sustainability for ag uses. This makes the subject parcel an ideal location for a solar farm in Weld County — it helps a local farmer/landowner supplement their income in order to stay in the farming business and keep other, more productive ag land in the county in local, agricultural use. Lastly, the site was chosen due to its proximity to United Power's electrical infrastructure. (5neEnergy R E M E w A 8 L 5 OVERLAND SOLAR sue= rt*'1ic DUST ABATEMENT PLAN OneEnergy Renewables 2003 Western Ave. Suite 225 Seattle. Washington 98121 oneenergy renewables .com (5neEneray R f V C W A B L C$ DUST ABATEMENT PLAN Preventative measures and BMPs will be applied during the construction and decommissioning of the Overland Solar SEF to control fugitive dust emissions. The primary BMP will be water tankers applying water to roads and unpaved areas when and where necessary to limit dust, while taking care not to over -apply water and create mud. Dust control efforts will be monitored on -site by a foreman to ensure BMPs are being correctly and adequately applied. Per Weld County requirements, a vehicle tracking device will be installed at the truck exit point. Vehicle speeds on site will be limited to 15 mph. Soil stabilization with native vegetation, coupled with a lack of onsite activity. is anticipated to eliminate any risk of fugitive dust emissions from the project during its operations phase. Dust issues are only anticipated during construction and decommissioning. Document must be filed electronically Paper documents are not accepted Fees & forms are subject to change For more mformation or to print copies of filed documents, visit www sos state co us Colorado Secretary of State Date and Time 09/03/2021 03 42 PM ID Number 20201887278 Document number 20211823201 Amount Paid. $10 00 ABOVE SPACE FOR OFFICE USE ONLY Statement of Change Changing the True Name filed pursuant to §7-90-305 5, and if applicable, §7-90-804 of the Colorado Revised Statutes (C R S ) 1 For the entity, its ID number and assumed entity name are 20201887278 ID number (Colorado Secretary of State ID number) Assumed entity name 2 The true name is Colfer Solar, LLC 3 The document number of the filed document bemg changed is 20201887278 4 The true name has changed 5 The true name, as changed, is Overland Solar, LLC 6 The assumed entity name (if applicable) is 7 (This document contains additional mfonnation as provided by law 8 (Caution Leave blank if the document does not have a delayed effective date Stating a delayed effective date has significant legal consequences Read instructions before entering a date) (If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format) The delayed effective date and, if applicable, time of this document is/are (mm/dd/yyyy hour minute am/pm) Notice: Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C R S , the constituent documents, and the orgamc statutes, and that the CHANGE_TRUE Page 1 of 2 Rev 9/08/2017 mdividual in good faith believes the facts stated m the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes This perjury notice applies to each mdividual who causes this document to be delivered to the secretary of state, whether or not such individual is named m the document as one who has caused it to be delivered 9 The true name and mailmg address of the individual causmg the document to be delivered for filmg are Martinez Kristin (Last) 2003 Western Ave (First) (Middle) (Suffix) (Street name and number or Post Office Box information) Ste 225 Seattle WA 98121 (City) U1it d States(Postal/ZipCode) (Province — rf applicable) (Country — (j not US) (If the following statement applies, adopt the statement by marking the box and include an attachment) D This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet Questions should be addressed to the user's legal, business or tax advisor(s) CHANGE_TRUE Page 2 of 2 Rev 9/08/2017 Delaware The First State I, JEFFREY W BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "COLFER SOLAR, LLC", CHANGING ITS NAME FROM "COLFER SOLAR, LLC" TO "OVERLAND SOLAR, LLC", FILED IN THIS OFFICE ON THE THIRD DAY OF SEPTEMBER, A D 2021, AT 1:32 O'CLOCK P M 3848718 8100 SR# 20213164430 You may verify this certificate online at corp delaware gov/authver shtml Page 1 Jeffrey W eutlodr. Starts'," of State Authentication 204084009 Date 09-03-21 STATE OF DELAWARE CERTIFICATE OF AMENDMENT 1. Name of Limited Liability Company: Colfer Solar, LLC 2. The Certificate of Formation of the limited liability company is hereby amended as follows: 1. The name of the limited liability company is Overland Solar, LLC IN WITNESS WARE®F, the undersigned have executed this Certificate on the 3rd day of September , A.D. 2021 , e/7/1 M?th)rez By:Knstin nlariuiez (Sep 3 202109 57PU i) Authorized Person(s) Name. Kristian Martinez, CFO Print or Type State of Delon are Secretary of State Division of Corporations Delis ered 01.32 PM 09/03(2021 FILED 0132 PM 09/03(2021 SR 20213164430 - FdeNumber 3848718 Delaware The First State I, JEFFREY W BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF "COLFER SOLAR, LLC", FILED IN THIS OFFICE ON THE EIGHTH DAY OF OCTOBER, A.D 2020, AT 7.50 O'CLOCK P M 3848718 8100 SR# 20207733990 You may verify this certificate online at corp delaware gov/authver shtml Page 1 Authentication 203841410 Date 10-12-20 DocuSign Envelope ID C522DA1C-3D49-46E8-8D86-C1B7D8BF0F4B STATE OF DELAWARE CERTIFICATE OF FORMATION OF LIMITED LIABILITY COMPANY the undersigned'authorized person, desiring to form a limited hability company pursuant to the Limited Liability Company Act of the State of Delaware, "hereby certifies as follows: 1., The name ofthe limited liability company is Golfer Solar, LLC State of Delaware Secretary of State division of: Corporations Delivered 07:50 Phi 10/0812020 FILED 07.50,PM 10/08/2020 SR 20207733990 FdeNnmber 3848718 2. The Registered Office of the limited liability company m the State of Delaware is located at 251 Ede Falls Drive (street), in the City of Wilmington Zip Code 19808 The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Corporation Service Company LOocuSigned by ' nisi, �A c1V�tln t�j By, C7FAIA5C8E0F43E. Authorized Person Name: Kristin Martinez Print or Type Document must be filed electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or to print copies of filed documents, visit www.sos.state.co.us. E -Filed Colorado Secretary of State Date and Time: 10/14/2020 05:13 PM ID Number: 20201887278 Document number: 20201887278 Amount Paid: $100.00 ABOVE SPACE FOR OFFICE USE ONLY Statement of Foreign Entity Authority filed pursuant to § 7-90-803 of the Colorado Revised Statutes (C.R.S.) 1. The entity ID number, the entity name, and the true name, if different, are Entity ID number 20201887278 (Colorado Secretary of State ID number) Entity name Colter Solar, LLC True name (if different from the entity name) 2. The form of entity and the jurisdiction under the law of which the entity is formed are Form of entity Foreign Limited Liability Company Jurisdiction Delaware 3. The principal office address of the entity's principal office is Street address 2003 Western Ave (Street number and name) Mailing address (leave blank if same as street address) Ste 225 Seattle (City) (Province — if applicable) WA 98121 (State) (ZIP/Postal Code) United States (Country) (Street number and name or Post Office Box information) (City) (Province - if applicable) (State) (ZIP/Postal Code) (Country) 4. The registered agent name and registered agent address of the entity's registered agent are Name (if an individual) or (if an entity) Corporation Service Company (Caution: Do not provide both an individual and an entity name.) AUTHORITY (First) (Middle) (Suffix) Page 1 of 3 Rev. 12/01/2011 (Last) Street address 1900 W Littleton Boulevard (Street number and name) Littleton CO 80120 Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) (City) (State) (ZIP Code) (City) CO (State) (The following statement is adopted by marling the box) ® The person appointed as registered agent above has consented to being so appointed (ZIP Code) 5 The date the entity commenced or expects to commence transacting business or conducting activities in Colorado is 10/08/2020 (mm/dd/yjYy) 6 (If applicable, adopt the following statement by marling the box and include an attachment) ❑ This document contains additional information as provided by law 7 (Caution Leave blank if the document does not have a delayed effective date Stating a delayed effective date has significant legal consequences Read instructions before entering a date) (If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format) The delayed effective date and, if applicable, time of this document is/are (mm/dd/yyyy hour minute am/pm) Notice. Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C R S , the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered 8 The true name and mailing address of the individual causmg the document to be delivered for filing are Hoffmann Ambur (Last) 719 Second Ave (First) (Middle) (Suffix) (Street number and name or Post Office Box information) Seattle WA 98104 (City) (State) (ZIP/Postal Code) United States (Province — if applicable) (Country) (If the following statement applies adopt the statement by marking the box and include an attachment) O This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing AUTHORITY Page 2 of 3 Rev 12/01/2011 Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, busmess or tax advice, and are furnished without representation or warranty While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet Questions should be addressed to the user's legal, business or tax advisor(s) AUTHORITY Page 3 of 3 Rev 12/01/2011 Max Maxfield, WY Secretary of State FILED: 11/26/2012 09;40 AM ID; 2012-000633330 Articles of Organization of Enders Land Company, LLC These Articles of Organization of ENDERS LAND COMPANY, LLC are executed by the undersigned for the purpose of forming a Wyoming Close Limited Liability Company under the laws of the State of Wyoming pursuant to W.S. 17-25-101. 1. Name of this LLC. The name of this LLC is ENDERS LAND COMPANY, LLC (hereinafter called the "Limited Liability Company" or "company" or "LLC"). 2. Name and Address of the Registered Agent in the State of Wyoming. Teton Agents, LLC P.O. Box 1226 575 S. Willow Sheet Jackson, WY 83001 3. Purpose. ENDERS LAND COMPANY, LLC is authorized to conduct any and all' business and investment activities that are permitted by Wyoming law, but not banking or acting as an insurer as defined in Wyoming Statutes O 26-1-102(a)(xvi) 4. Initial Capital Contributions. In compliance with Wyoming Statute 17-15-107(a)(v), the required initial capital contribution is $100 cash. 5. ,Additional Capital Contributions. In compliance with Wyoming Statute 17-15- 107(a)(vi), there is no contractual requirement that additional capital contributions be made to the LLC. Additional contributions may be made with the consent of all the other members. '6. Admission of New Members. A vote of 100% % interest all members is required to admit new member. 7. Management. ENDERS LAND COMPANY, LLC shall be managed by one or more managers who will be elected by the members. The manager(s) shall have the authority to act for the members in the execution and filing of this instrument and to receive all communications with regard to the organization, business activities and investment activities of the company. ��o Operating Agreement of ENDERS LAND COMPANY, LLC This Agreement shall govern the operation and management of ENDERS LAND COMPANY, LLC, a Wyoming Close Limited Liability Company, and the respective rights and obligations of all, its managers, members and assignees. Disclosure to Prospective Members The units or percentages of ownership of ENDERS LAND COMPANY, LLC have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. The units or percentages of ownership are offered and sold in reliance on exemptions from the registration requirement ofthe Securities Act and such laws, andparticularly regulation enacted by the Securities and Exchange Commission effective Apnl 15, 1982 pertaining to certain offers and sales of securities without registration under the Securities Act of 1933. ENDERS LAND'COMPANY, LLC will not be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and will not file reports, proxy statements and other information with the Securities and Exchange Commission. The equity interests of ENDERS LAND COMPANY, LLC have not, norwill be, registered or qualified under federal securities laws or the laws of any other jurisdiction. The equity interests of ENDERS LAND COMPANY, LLC may not be offered for sale, sold, pledged, or otherwise transferred unless so registered or qualified, or unless an exemption from registration or qualification exists. The availability of any exemption from registration or qualification must be established by an opinion of counsel for the owner thereof, which opinion and counsel must be reasonably satisfactory to the company and its management. You are also advised that an investment in ENDERS LAND COMPANY, LLC should be considered to be long-term and ilhquid-m nature. ENDERS LAND COMPANY, LLC has been formed for a perpetual term. See the Articles of tlic Operating Agreement for particulars about the duration and continuation of the company. Articles found in the Operating Agreement prescribe the voting requirements for liquidation and dissolution owned by the company. The members have no personal ownership of theproperty of ENDERS LAND COMPANY, LLC. A forced partition of the property of the company is denied by law and by the Articles of this Operating Agreement. Liquidation of the company requires a vote of 100% in ,interest of the members. The Articles do not permit a member to withdraw at will or to, force the company to redeem such member's ownership interest. In particular, be aware that the formation of ENDERS LAND COMPANY, LLC as an entity contains restrictions that limit a member's ability to withdraw and a member's rights with regard to the property of the company. For federal income tax reporting purposes, ENDERS LAND COMPANY, LLC will be taxed as a sole proprietorship wlulethereis only onemember and as a partnership when there are at least two members. Most business and investment companies retain some of their annual earnings To the extent earnings are retained, you may' incur an income tax liability with regard to items of income and gain that you do not actually receive in the year of realization This LLC contains language that gives management a limited right to retain earnings A decision to retain earnings cannot be arbitrary Management must follow the rules prescribed at in the Operating Agreement. Likewise, management must follow the specific guidelines in making calls for additional capital cunt iblitions The business and investment activities of ENDERS LAND COMPANY, LLC are to be managed by one or more managers, who may or may not be members. The Articles and the law, impose a high standard of conduct upon a manager, including the duty of fairness. ENDERS LAND COMPANY, LLC is a closely held company. The Operating Agreement significantly limits transfers of ownership, to outsiders. These 'restrictions are considered to be necessary to comply with federal and state securities laws limiting the sale or transfer of egmty in a closely held company The restrictions are also considered to be necessary to protect the integrity and compatibility of the ownership group. It iS very important that you read, and understand, these limitations Seek the advice of counsel of your choice to advise you before you accept an ownership position in ENDERS LAND, COMPANY, LLC, Statutory Notice Under Wyoming Statute §17-25-103(c) A statement in substantially the following form shall appear conspicuously in the operating agreement and on any certificates of ownership in a close limited liability company' NOTICE OF RESTRICTIONS ON TRANSFERS AND WITHDRAWALS The rights of members in a close limited' liability company may differ materially from the rights of members in other limited liability companies. The Close Limited Liability Company Supplement, articles of organization, and, operating agreement of a close limited liability, company may restrict transfer of ownership interests, withdrawal or resignation from the company, return of capital contributions and dissolution of the company. In an effort to promote harmony and to avoid the hardships often associated with litigation, alternative disputes resolution requirements are prescribed in this agreement 2 Article One Name and Jurisdiction Section Li. Name of this LLC The name of this Limited Liability Company is ENDERS LAND COMPANY, LLC (hereinafter called "Limited Liability Company" or "company' or "LLC") Section 1.2. Governing Law of this LLC ENDERS LAND COMPANY, LLC is formed under, and shall be governed by, the laws of the State of Wyoming with respect to a Close Limited Liability Company as prescribed by Chapter 25 of 'the Wyoming Statutes and, as applicable to a Wyoming Close limited liability company, Chapter 29 of the Wyoming Statutes The instrument is intended to be in exact compliance with Chapter 25 of the Wyoming Statutes, and, in particular, the following statutory provisions. a. A close limited hability company shall be dissolved upon the occurrence of any of the following events: (1) When the period fixed for the duration of the company expires; (ii) By the unanimous written agreement Of all members; or (iii) at the time or upon the occurrence of events specified in the operating agreement. b. Under Wyoming Statute §17-25-107(a), applicable to a close limited liability company, if no terms and conditions for withdrawal of a member are set forth in the company's operating agreement, a member may withdraw only with the consent of all other members of the company. c Under Wyoming Statue §17-25-107(c) applicable to a close LLC, in the' absence of a statement in the articles of organization to the contrary or the consent of all members of the close limited liability company, a member, irrespective of the nature of his or its contribution,' has only the right to demand and receive cash in return for his or its contribution to capital. d. Under Wyoming Statute §17-25-106 pertaining to a close limited liability company, management of a close limited liability company shall 'be vested in its members which, unless otherwise provided in the operating agreement, shall be in proportion to the division of profits and losses among members. If provision is'made for it in the articles of organization, management of the company may be vested in a Manager or managers who 'shall be appointed in the articles of organization or operating agreement or elected by the members in the manner prescribed by the operating agreement of the company. The manager or managers, or persons appointed by the manager or managers, shall also hold the offices and have the responsibilities accorded to them by the members and set out in the operating agreement of the company. 3 Article Two Authorized Business and Investment Activities Section 2.1. Any Lawful Business ENDERS LAND COMPANY, LLC may,conduct any lawful business and investrnent activity permitted under the laws of the State of Wyoming and in any nation or political subdivision thereof in which it may have a business activity or investment in property, including, but not limited to: • To Make a Profit — The primary reason for creating this Entity is to make a profit To Increase Wealth =Thus Entity will provide an effective legal vehicle to increase the wealth of the Members and their families • _ To Provide Centralized Management of Investments —This Entity is designed to hold investment assets and allow for centralized management of those assets. To Manage and Develop Real Estate— This Entity will provide, the legal vehicle to effectively manage and/or develop any real estate owned or acquired by,the Company i To Avoid Two Layers of Taxation' on Profits = This Entity provides flexibility in business planning not available to the Members through trusts, corporations, or other business entities, To Make Gifts Without Fraction filming Assets —This Entity establishes a method by which annual gifts maybe made without Emotionalizing family assets. '• To Make Gifts Without Causing a Loss of Incentive —ThisEntityprovides a method ofownersup which allows gifts to be made to children and other beneficiaries without causing a loss of productivity or the incentive to strive to do well. +' To Control Cash Flow to Members — This Entity provides a structure by which the Manager can control the assets and the cash flow to Members to achieve the legitimate purposes of the Company. + TO Provide a Buy -Sell Arri ngement — This Entity provides an orderly buy -sell arrangement between the members of the families that own membership interests to keep the ownership of Company assets in those families, • To Resolve Disputes Privately— This Entityprovides for mediation and binding arbitration nn disputes by Members that is intended to prevent expensive and embarrassing pubhc litigation of private family business matters To Require the Losers ofDisputes to Pay theDrspute Costs — This Entity requires the loser in any dispute to pay for the costs of the dispute. • To Restrict the Right of Noti-Members to Acquire Interests —This Entity restricts the right of non -Members to acquire interests in Company assets. • To Prevent Transfers of Membership Interests Because Of Failed Marriages -This Entity prevents the transfer ofit family member's interest m the Companybecause of a failed marriage • To Pre% ant Commingling of the Assets of Gift Recipients —This Entity creates a method of ownership tbatwill prevent gifts made to family members from being commingled with assets owned by others To Make it bifficuh to Withdraw -The restrictions in this Operating Agreement make it difficult for any of the parties to withdraw from the Company once they become a Member. o To Protect Members from the Company's Creditor Claims —This Entity limits theliabihtyofMembeisfrom the Company's creditors and further limits the,liability of Members holding particular Series of theCoinpany from liability associated with other Series of the Company` o To Provide Asset Protection for Members — This Entity protects the family resource base from the claims of hire creditors of Members. 4 The scope of its investment authority mcludes,the following: a. ENDERS LAND COMPANY, LLC, acting by and through its authorized representative, inay acquire, hold, rent, lease, sell, convey, exchange, convert, improve, insure, repair, manage, control, and to invest and reinvest; the funds of the company in real and personal property (both tangible and intangible property), including property acquired "subject to" or "in assumption of" an existing indebtedness. The company may borrow money and may pledge property as collateral security. Investments may include the acquisition of and the exercise of options to purchase real and ,personal property. The company may make any payment, receive any money, take any action, and make, execute, deliver and receive any' contract, deed, instrument or document that may be considered necessary or reasonable and that are incidental to the ownership, management and preservation of property. b. The company, acting by and through its authorized representative(s), will have the authority to len4 borrow, lease, sell, and purchase property, including undivided fractional interests in property, upon terms and conditions that ate reasonably prudent under the facts and circumstances then existing- The company will have the authority to guarantee the promissory obligations of others. Section 2.2. Broad Investment Authority Without limiting the general authority above, ENDERS LAND COMPANY, LLC will have the authority to hold, acquire and sell as investment property: a Publicly traded securities, including stocks, bonds, warrants, futures, mutual funds,, partnerships, real estate investment trusts, diversified asset funds, including international investments and investment funds. This general authority'includes the acquisition ofsecunties on margin and the acquisition and sale of options, futures, derivatives, put and call rights. b. Ownership interests in a closely held corporation, partnership, limited liability company or trust This authonty is to further include: the acquisition of a general partnership interest or limited partnership interests, the execution of apartnership agreement in the capacity of a general partner or as a limited partner, participation as a member of a joint venture, or a participation in anyother form of syndication for investment. c ' Obligations of the United States government or of any foreign government. d. Cash deposits, money market funds, brokerage company investment and money market accounts, certificates of deposit, savings accounts, and checking accounts, without limitation as to the location of the account or depository. e. Promissory notes,, secured and unsecured, including mortgage notes, purchased at a discount. 5 f. Land, improved and unimproved, whether presently income producing or held for potential, appreciation in value. g Minerals, mineral rights and working interests in mineral producing property or property held for future development. h Equipment, equipment leases, implements, stock in trade, leasehold improvements and livestock. i Annuities and insurance policies (including life insurance policies). j. Collectibles held for appreciation, in value and future sale Section 2.3. May Serve as a General Partner of a Limited Partnership ENDERS LAND COMPANY, LLC may serve as the general partner of a limited partnership. The' company may form or invest in a trust, partnership, corporation, or other organization in which it is a shareholder, partner, member, beneficiary, or owner, including trusts formed by the company to acquire, own, manage, operate, sell, mortgage, and otherwise deal with property located in another jurisdiction. 6 Article Three Members, Management, Duties' and Meetings Section 3.1. Members An owner of an equity interest in ENDERSLAND COMPANY, LLC is identified as a "member." To be a member, an owner musthave full distribution rights and full voting rights associated with such owner's percentage of ownership. Any person, organization, or transferee that has distribution rights, but not voting rights, is identified as an "assignee" The terms "member" and "owner" are used contemporaneously and have the same meaning for the purpose of this agreement. Section 3.2. Managers The members shall elect one or more managers, who may or may not bemembers. Any reference to "manager" shall include allmanagers if more than one manager has been designated under the authority of this agreement. The duties and responsibilities of managers are prescribed by this agreement. lf the members do not elect amanager, or at anytime that there is avacancyin the office of manager, the members shall manage and govern ENDERS LAND COMPANY, LLC as the managers of the company and will collectively have all of the duties and responsibilities of a manager prescribed by this agreement. Unless and except as otherwise provided in this agreement, a vote of a majority in interest of the members is required with regard to any matter that requires the affirmative vote or consent of all members Section 3.3. Designation of Managers BRUCE M VICTOR shall serve as the initial'manager of ENDERS LAND COMPANY, LLC The service of a manager shall continue until such manager's replacement is elected or until such manager ceases to serve for any reason. Reference to "manager" in the singular shall include the plural. Section 3.4. Assignment of Duties to Members The manager may from time to time assign specific duties to the members with regard to the operation of the company. Section 3.5. Meetings of the Members and Manager The members and manger shall hold quarterlymreetings to discuss the operation and management of the Company, which shall be held at a date, time and location mutually agreeable to the parties Meetings may, occur in person or by telephone. Such quarterly meetings are mandatory for the manager and members, and if a party does not attend a quarterly meeting for reasons which could 7 have been reasonably prevented by the absent party, then such absent party shall be fined One Thousand Dollars ($1,000) per occurrence. 8 Article Four Principal Office and Location Section 4.1. May Maintain an Office in any Location ENDERS LAND COMPANY, LLC may maintain an office in any location reasonably necessary to conduct the business of the organization. Section 4.2. The Principal Office ENDERS LAND COMPANY, LLC shall designate one address as its principal office. The original records (or an accurate copy of the original records) that the company is required by law to maintain are to be located at this address. Section 4.3. The Records Office ENDERS LAND COMPANY, LLC may establish a records office in any jurisdiction that requires it to maintain a records office. 9 Article Five Equity, Classifications of Ownership, Distribution Rights and Transfer Rights Section 5.1. Units and Percentage Interest ENDERS LAND COMPANY;LLC is authorized to issue 100 units of ownership. For the purpose of calculating voting and distribution rights, thepercentage interest ofan owneris to be determined by_dividing such owner's units (the numerator) by the total of all issued and outstanding units (the denominator), Fractional units of ownership are permitted. An owner's percentage interest.will be determinative of: a. the owner's ownership interest in the company as an entity; b the owner's share of cash available for distribution; c. the owner's allocable share of items of income, gain; loss, deduction and credit; d. the owner's distributive share of cash and other property upon dissolution, of the partnership; and e the owner's voting rights. Section 5.2. All,Units are Same Class'for Purposes All units of ownership are to be treated as equityyof the same class for the purpose of allocating and distributing items of income, gain, loss, deduction andoredit. An owner's allocable share of each, such item will be equal to his, her or its percentage interest in the company. With regard to distribution rights, each unit will be "equity of the same class," as that term is defined by Internal Revenue Code 2701, and will be entitled to pro rata distributions of items of income, gain„ loss, deduction and credit realized by the company. Compensation paid to a manager for services to the company are not distributions, but are an expense of management and administration. Section 5.3. Reallocation of Units and Percentages of Ownership, Adjustments The manager will have the authority to adjust or reallocate the units (and percentages of ownership) based upon the value of each owner's capital account in relationship to the total value of all capital accounts. The reallocation of ownership percentages or units of ownership is to be determined by. dividing the value of each owner's capital account by the total, value of all of the capital accounts. The adjustmentis mandatory for any calendar year in which distributions of cash and other property 10 to owners are not pro rata. The adjustment is mandatory for any calendar year in which disproportionate contributions of capital are made to ENDERS LAND COMPANY, LLC. For the purpose of determining and adjusting percentages of ownership and aliquot units of ownership, the capital accounts of the owners are to be adjusted 'to account for unrealized appreciation or depreciation lathe value of the assets of ENDERS LAND COMPANY, LLC Any reallocation resulting from contributions or additions to capital is to be fairly representative of the market value of the property contributed to the company and the market value of all of the property owned by the company on the date a contribution of capital is made. Section 5.4. Schedule of Ownership' The manager is to maintain a schedule that identifies each member and each member's units and percentage of ownership, i Certificates of ownership are not required. Section 5.5. Attributes of Ownership in the Organization as an Entity ENDERS LAND COMPANY, LLC is an entity under both state and federal law The following requirements apply to all members. Except as is otherwise provided in this operating agreement, no member will be entitled to withdraw, or demand the return of, all or any part of his, her,, or its capital contribution to the company. No member may withdraw' funds from the company or require that the companypay to him, her or it the value of his, her or its capital account in the company except upon limited put rights, dissolution and liquidation of the company. No member will have the unilateral right to compel a liquidation or dissolution of ENDERS LAND COMPANY, LLC or to compel a partition and/or distribution of any property of the company. No member will have a direct or indirect ownership interest in any property of the company nor will any member have anyright to the income produced by, or the personal -use of, property that he, she or it contributes to the company. Section 5.6. Assignee Interests The law generally apphcable to a Limited Liability Company provides that. a. The only transferable interest of a member is the member's allocation of the profits and losses of the company and the member's right to receive distributions. Except as otherwise provided in this agreement, a member cannot transfer voting rights or distribution rights without the consent of other members admitting the assignee or transferee as a member with ,full voting rights. For the purpose of this instrument, the teen "assignee" identifies a transferee that acquires distribution rights, but not voting rights. b. An assignee may not participate in the management or conduct of the business of the company, may not require access to information concerning transactions of the company, and may not inspect or copy the books and records of the company. The transferor retains the rights and duties of a member other than the interest in distributions transferred to an assignee. c. An assignee has the right to receive distributions to which the transferor would otherwise II be entitled; and to receive upon the dissolution and windmg up of the company, in accordance with the transfer, the net amount otherwise distributable to the transferor. In a dissolution and winding up, an assignee is entitled to an account of company transactions only from the date of dissolution. d. Except asmay be otherwise provide by state law, a transferto an assignee is ineffective if the contractual restrictions in this agreement preclude the transferand if the assignee has notice of the contractual restrictions at the tune of transfer. e. A creditor of a member may acquire the interest of an assignee only if a court of competent jurisdiction issues a charging order. A charging order constitutes a lien on' the judgment debtor's transferable interest(distribution rights). Section 5.7. Restrictions on Ownership For purposes of this agreement: a No member may transfer an ownership interest in the company, neither voting rights nor distribution rights, without the consent of at least a majority in interest of all' other members. Any transfer that is made without the required consent of the members is an unauthorized transfer. The term "unauthorized assignee" identifies ,the transferee in a transaction that constitutes an unauthorized transfer b. The company is not required to recognize the distribution rights of an unauthorized assignee who has notice of these restrictions prior to the transfer. In any case, an assignee will never have the right to vote the interest of the member who is transferor. Nor will the member who is the transferor iof an unauthorized transfer have the right to vote his; her or its interest' in ENDERS LAND COMPANY, LLC. If 100% in interest of the members recognizes the transfer as a valid assignment of distribution rights, the company may make pro rata distributions to the assignee permitted by law and the transferee will be responsible, for income tax purposes, to report his, her, or its proportionate share of company items of income, gain, loss, deduction and credit The transfer of distribution rights by an owner that is approved by other owners or that is permitted by this agreement is called a "permitted transfer" to an assignee. Under no circumstances will thetransferor of a permitted transfer be entitled to vote the interest that the owner has transferred. c ENDERS LAND COMPANY, LLC will have the unilateral right to redeem the limited interest of an assignee The redemption prescribed by this agreement will also liquidate the interest of the member who makes anunauthorized transfer d If there is any doubt as to who, is to receive distributions from the company after an unauthorized transfer has been made, ENDERS LAND COMPANY, LLC may suspend distributions with regard to the transferred interest; may escrow distributions; or may escrow the distributions with a court,of competent jurisdiction in an mterpleader action. All costs incurred by the company to defend the integrity of the company and its restrictions on unauthorized transfers, including all legal costs, accounting costs, and court costs, willbe allocated to, and charged against, 12 the capital account of the member who has made an unauthonzed transfer. The amount of any charge shall be reported as a distribution to the member or to the members assignee for federal income tax purposes. Section 5.8. Purpose of Restrictions on Transfers of Ownership The restrictions on transfer of ownership are designed to comply with state law requirements that limit transfers of ownership and to avoid potential non-conipkance issues that apply to the transfer of unregistered securities This company is formed by those who know and trust one another and who intend to continue ENDERS LAND COMPANY, LLC as a closely held company. The members ,do not wantpotential interference from outsiders. Capital is material to the business and investment objectives of the company and the preservation of its federal tax status. An unauthorized transfer of an owner's interest to outsiders can jeopardize the ability of ENDERSLAND COMPANY, LLC to raise additional capital from existing owners and- from lenders and can adversely affect the company's tax structure. Section 5.9. Permitted Transfers Except as may be restricted below, a member who is an individual person may transfer his or her units of ownership to any one or more of the following without the requirement that other owners consent to the transfer. A "permitted" transfer will include all of the voting and distribution rights of the owner who makes the transfer and makes the transferee a Member. a: A transfer may be made to a revocable ",living" trust that manages and controls all or any part of the property of a member during his or her life and/or that directs the disposition of the trust property upon the death of the member The trustee of the revocable "living" trust may vote -the interest of the member held in trust and may receive any distribution of income, gain, cash or other property from them for and on behalf of the transferor. b. A transfer may be made to: (1) a trust the sole beneficiaries of which are oneormore of an individual member, his spouse and his lineal descendants, provided that such transfer is byway of intervivos transfer; (ii) outright to any lineal descendant of an individual member, provided that such transfer is by way of inter vivos transfer; or (iii) outright to any lineal descendant of the grantor of a trust which is a member, provided that such transfer is by way of inter vivos transfer. Notwithstanding the preceding sentence, no assignee by way of inter vivos transfer shall become a member of the Company except upon the consent of a majority of the non -assigning Managers; or, if there are no non -assigning Managers, upon the consent of a majority of the non -assigning Members. c. A transfer may be made to any other member of this company, d A partnerslup, limited partnership or limited liability companythat is controlled by vote or value by an individual member, Ins or her spouse, his or herlineal descendants, and/or family trusts that are administered for the primary use and benefit of any one or more persons who are the member 13- who makes the transfer, his or her spouse, and his or her lineal descendants. Control represents an ownership interest, by vote or value, of at least fifty-one percent. Those who are entitled to the property and estate of a deceased member upon his or her death will be entitled to the distribution and voting rights attributable to the full ownership interest of a deceased member without the consent of other owners. A creditor ofan owner and/or the estate of a deceased owner are not a permitted transferee As an alternative to disposition of an interest in ENDERS LAND COMPANY, LLC in a last will and testament or living trust, a member may designate the post-mortem beneficiary or beneficiaries of his, her, or its interest in this' company in a written beneficiary designation. To be effective, the written beneficiary designation must be signed by the member and must bedeliveredto the company within a reasonable time before or after the death of the designating member. A written beneficiary designation will override any other general disposition of the members interest in this company in any other instrument that predates the beneficiary designation. A transfer of distribution rights may be made to any one or more of the following potential' transferees without the consent of other owners. A permitted transferee will have all distribution rights attributable to the transferred interest, but will not have the voting rights attributable to the interest unless 100% in interest of the members admit the transferee as a member with full voting -rights. The voting rights attributable to the interest -transferred to a permitted transferee will be suspended until the permitted transferee is admitted as a member with full voting rights. The list of permitted transferees includes: (1) Any organization described in each of the following sections of the Internal Revenue Code of the United States of America: section 170(b)(l)(A), section 170(c), and' specifically including section 170(b)(1)(E) with regard to private foundations; section:2055(a); and section 2522(a). (2) Any charitable remainder trust created under section 664 of the Internal Revenue Code of the United States and/or any, chantable income trust created under Treasury Regulation,§1.170A- 6(c)(2)(i) and (n); Treasury Regulation §25.2522(c)(2)(v) and (vi); Treasury Regulation §20 2055- 2(e)(2)(v) and (vi). (3) Any family member or relative, or a trust for any family member or relative, who is not (a) the spouse of an individual owner, or (b) any lineal descendant of all owner. Section 5.1'0. Other Transfers Which Require.Unanimous Consent The following transfers will require the affirmative consent of no less than all other owners: a., A direct or indirect transfer to a creditor of a member or the creditor of a membet's estate in partial or total satisfaction of a claim. 14 b. A direct or indirect transfer to the spouse or former spouse of an owner pursuant to a decree of divorce or a settlement incident to divorce or marital separation. This requirement, under the conditions of a pending or threatened divorce or marital separation, overrides a transfer to a spouse as a permitted transfer. C. A sale or exchange of fifty percent or more of the equity of ENDERS LAND COMPANY, LLC m a form and manner that may cause a taxable termination of the company for federal income tax purposes. Section 5.11. Actions Taken Pursuant to a Durable Power, of Attorney 'The personal representative of an owner, acting under a valid durable power of attorney executed by the owner, may vote the interest of the owner, and, if the power of attorney permits, the personal representative may receive any distribution of income, gain, cash or other property from the company for and on behalf of the owner. ENDERS LAND COMPANY, LLC shall not be responsible to the owner for distributionsmade to the personal representative or the application of distributions made to the personal representative. These same provisions apply to the trustee of living trust lithe owner has actually transferred his or her units of ownership to a living trust and if the living trust is 'registered as the owner of the units on the books of the company. 'Section 5.12 Transferees Bound. by the Terms of This Instrument Each member, transferee, and assignee is bound by the exact terms and -requirements, of this instrument. The acceptance of any benefit from ENDERS LAND COMPANY, LLC by an owner, transferee, or assignee will be tantamount to full and complete acceptance of all of the terms of this agreement. 15 Article Six Taxable Status Section 6.1. Treated as -a Sole Proprietorship or partnership, for Income Tax Purposes For federal income' tax'purposes, ENDERS LAND' COMPANY, LLC will constitute a sole proprietorship when there is only one member and a partnership when there are two or 'more' members,•and the company will accordingly report all items of income, gain, loss, deduction and credit as a sole propnetorslup-or partnership, Notwithstanding the foregoing, the members may agree to be taxed as a corporation upon the unanimous consent of the members ,Section 6.2. Tax Year The tax year of the' company for accounting and federal intone tax purposes will be the calendar yew -unless otherwise determined, or changed,.in accordance with the requirements of federal tax law. Section 6.3. Books and Records ENDERS LAND COMPANY, LLC will have the obligation to maintain the books and records of the 'company in accordance with -federal law, the laws of the State of Wyoming, and generally accepted accounting practices; to see to the preparation of all necessary tax reports and other information required by law; and to deliver 10 each owner or assignee a repot of his, her or its, distributive share of items of income,gain, loss,' deduction and credit in the form and'nianner required by law. - Section 6.4. The Tax Matters Partner ' For federal income tax purposes, the Manager shall at all times constitute the Tax Matters Person for purposes of Section 623 1(a)(7) of the Code.' if morethan one Manager is thenserving, the Managers -shall designate_one of the Managers as the Tax Matters Person. 16 Article Seven Capita' Accounts Section 71. Capital Accounts to be Established, A Capital account will be established for each member and will be maintained in such a manner to correspond with the capital of the owners as reported for federal income tax purposes. Bach (Amer's capital account is to be: a. credited with the value of the member's contribution of cash or other property to ENDERS LAND COMPANY, LLC (or suchcapital as maybe otherwise acquired by a member); b. credited or charged annually with the owner's distributive share of items of income, gain, loss, deduction and credit for federal income tax purposes (After giving effect to the special allocations set forth in -Sections 7.7 and 7.8 of this Article ) Section 7.2. Distributions. Charged Against Owner's Capital Account Distributions of cash or other property to a member are to be charged against the member's capital account as a withdrawal of capital. ,Section 7.3. Income Taxaasis The federal income tax basis of an owner's units of ownership or percentage interest in thecompany and all other matters pertaining to the distributive shareand taxation of items of income, gain, loss, deduction and credit will be as otherwise prescribed by Subchapter K of the Internal Revenue Code Section 7.4. No Interest The capital accounts will not bear interest , Section 7.5. No Demand or Withdrawal Rights No owner Will be entitled to withdraw or to demand the return of any part of his or her or its capital contribution to the company or his, her or its capital account in ENDERS LAND COMPANY, LLC except upondissolution of the'company or as maybe otherwise provided or permitted by the terms of tins agreement or any written amendment of this agreement. 17 Section 7.6. Allocation of Profit and Loss on Transfer of Membership Interest Net profits or losses allocable to any distribution rights in the Company which may have been transferred during any year shall be allocated on the basis of the results of company operations during the period in which the holder was recognized as the owner thereof as if the companybooks had been closed On the date of transfer. Section 7.7. Special Allocations (a) In the event a Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections _1.704-1(b)(2)(n)(d)(4),1`.7041(b)(2)(ii)(d)(5), or 1.704-I (b)(2)(ii)(d)(6), items of Company income and gain shall be (specially allocated to the Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the negative Capital Account balance of the Members as quickly as possible, provided that an allocation pursuant to this Section 7.7. shall be made only if and to the extent that the Member would have a negative Capital Account balance after all other allocations provided for in this Article Seven ' have been tentatively made as if this Section 7.7. were not in the Agreement. (b) , Notwithstanding any other provision of this Article Seven, if there is arnet decrease in Company Minimum Gain (asdefined imthe Regulations) during any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Year (and, if ,necessary, subsequent Fiscal Years) in an amount equal to such Member's share of the net decrease in Company Minunum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to`the respective amounts, required to be allocated to each Member pursuant thereto. The items to be so allocated shill be determined in accordance with Sections 1.704- 2(f)(6) and 1.704-2(j)(2) of the Regulations This section is intended to comply with theminimum gain chargebaek requirement in Section 1.704-2(f), of the Regulations and shall be interpreted consistently therewith (c) Notwithstanding any other provision of this Article Seven exceptParagraph b of this Section 7.7., if there is a net decrease in Member Minimum Gain,attnbutableto a Member Nonrecourse Debt during any Company Fiscal Year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt,, determined in. accordance, with, Regulations'Section1.704-2()(5), shall be specially allocated items of Company income and gainfor such year (and, if necessary, subsequent years) in an amount equal to such Member's share of the net decrease in Member Mimmum Gain attributable to such Member Nonreodurse Debt, determined in accordance with Regulations Section 1.704- 2(i)(4) , Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to-be,allocated to the Members pursuant thereto., The items to' be so allocated shall be determined in accordance with Regulations Section I.704 -2(i)(4) and (l)(2). This Section 6.10. is intended to comply with theminimuin gain chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted, consistently therewith. 18 Section 7.8. Curative Allocation The special allocations set forth, in Section 7.7. hereof (the "Regulatory Allocations") are intended to comply with certain requirements of the Regulations. Notwithstanding any other provisions of this Article Seven (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating other profits, losses, and items of income, gam, loss, and deduction among the Members so that, to, the, extent possible, the net amountof such allocations of other profits, losses, and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the RegulatoryAllocalions bad not occurred. Section 7.9. Tax Allocations: Code Section 704(e) If, at any time during the company's existencel anyMembet' contributes to the companyprop rty with an adjusted basis to. the contributing Memberwhichis more or less than theagreed fair market value and such property is accepted by the company atthe time of its contribution, the taxable income, gain, loss, deductions and credits with respect to such contributed property for tax purposes only (but not forpurposes of calculating the Members' respective Capital Accounts) shall be shared among the Members so as to take account of the variation between the basis ofthe property to the company and its agreed fair market value at the time of contribution, pursuant to Section 704(c) of the Code. Inthe event the value of any company asset is adjusted in accordance with the Regulations„ subsequent allocations ofincome, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis ofsuch asset for federal income tax purposes and its fair market value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Manager in anymanner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this section are solely for purposes of federal, state, andlocal taxes and shall not affect, orin any way be taken into account, in computing, any Member's Capital Account or share of net profits, net losses, other items; or distributions pursuant to any provision of this Agreement. i9 Article Eight Loans to or from LLC Section 8.1. Loans by Members If any member advances funds to ENDERS LAND COMPANY, LLC, other than. as a capital contribution, or if an owner makes any other,payment to or on behalf of the company to cover operating costs' or capital expenses, the advance or payment will 'be considered to be a loan to the company Such loan shall bear interest at market rates from the date the advance was made until paid. Section 8.2. Loans to Members ENDERS LAND COMPANY, LLC, actingby and through its managers,' shall have the authority to make loans to Members at the Applicable Federal Rate (AFR) pursuant to the Internal Revenue Code of 1986, as amended, for the month in which the loan is made and upon such security, if any, and upon such terms and conditions as the managers shall determine. Section 8.3. Market Rates The term "market rates" will, mean the rate of interest identified as the "prime rate" by the Wall Street Journal in its "Money Rates" column, or, if two rates are reported as the "prime rate," the average of the two. The applicable prime rate for advances made during the year will be the prime rate for the first day of the year. The applicable prime rate for any unpaid amount which continues into another year will be, for the year, the prime rate for the first day of the year. The prescribed interest amount is to compound on January 1 of each year. 20 Article Nine Calls for Additional Capital Contributions Section 9.1. Authority to Require Additional Contributions ENDERS LAND COMPANY, LLC, acting by its manager or at least a majority in interest of all of the members with voting rights, will have the authority to require the owners to contribute additional capital when: a. additional capital is reasonably needed to pay existing or anticipated expenses of operation and administration,, debt service for any amounts borrowed by the company; insurance and tax payments; the cost of acquiring, maintaining and selling property of the company; and b. the calls for capital are not discriminatory, that is, when all owners are required to contribute capital_to the extent of each owner's units ofownership or percentage interest is ENDERS LAND COMPANY, LLC. The capital call will also apply to any assignee. Section 9.2. When Payments are Due A required contribution of capital must be made within 45 days from the date the call is made. Section 9.3. Failure to Contribute will Require Reallocation of Ownership If an owner or assignee cannot, or does not, contribute capital in an amount equal to his, her, or its units or percentage interest of distribution nghts in the company, other owners, but not assignees, may pay the deficiency as an additional capital contribution. In each such case, the manager or a majority in interest of all other members will have the authority and the obhgation to reallocate percentages of ownership, increasing the units of ownership and percentage interest of those who made contributions and decreasing the units of ownership or percentage interest ofthose who did not make a full contribution 21 Article Ten Distributions, Retained Earnings and Available Cash Reserves Section 10.1. Distributions -Except as otherwise prescribed by this agreement, ENDERS LAND COMPANY, LLC shall make all distributions of cash or other property (except upon the company's dissolution, which shall be governed by the applicable provisions of the Act and Article Twelve and Thirteen. hereof) to the Members in proportion to their respective distribution rights. All distributions of cash or property shall be made at such time and in such amounts, as determined by the Managers. All amounts withheld pursuant to the Code or any provisions of state orlocal tax law with respect to any payment or distribution to the Members from the Company shall be treated as amounts distributed to the relevant -Member or Members pursuant to this Section. Section10.2 Non -Pro Rata Distributions Distributions may be made on a non pro rata basis only upon the unanimous consent of all of the Members. Article Eleven Duration of Company and Liquidation Rights of Members Section 11.1. The Initial Term ENDERS LAND COMPANY, LLC is established for a perpetual term. ENDERS LAND COMPANY, LLC shall continue from year to year until the company is hquidated and dissolved according to the voting requirements then prescribed by this agreement. Section 11.2. Required Votes to Liquidate During the Initial Term Any vote to liquidate ENDERS LAND COMPANY, LLC will require the affirmative vote of 100% in interest of the members. Any vote to amend this agreement to permit a liquidation voting requirement of less than the prescribed voting percentage will require the affirmative vote of 100% in interest of the members. Section 11.3. Provisions Avoiding Inadvertent Termination ENDERS LAND COMPANY, LLC, as an entity for federal income tax purposes and as an entity under the close limited liability laws of Wyoming, will hot terminate by reason of: a. the death or disability of a member; b. the removal, resignation, death, disability or other inability to continue service of a manager or the addition or substitution of a manager; c. the bankruptcy or insolvency of any member; d. a member's marital separation or divorce; or e, the withdrawal of a member including the redemption of his, her or its ownership interest, or 1. any other act or omission to act, not having the approval or consent of all members, that is or may be construed to be a termination of ENDERS LAND COMPANY, LLC as an entity under the law of the State of Wyoming To the greatest extent permitted by the law of the State of Wyoming, any act or omission to act that is construed to be a termination or dissolution of shall nonetheless be construed as an intended reconstitution and continuation of ENDERS LAND COMPANY, LLC without the requirement of 23 liquidation and winding -up. To the extent the company inadvertently forfeits its status as a Limited Liability Company under the laws of the State of Wyoming, ENDERS LAND COMPANY, LLC will nonetheless continue as a general partnership and subject to the applicable requirements of this agreement until reconstituted as a Limited Liability Company under the laws of the State of Wyoming or under the law of any other jurisdiction. 24 Article Twelve Liquidating Distributions section 12.1 Winding Up Upon termination and dissolution of ENDERS LAND COMPANY, LLC, the company will proceed to wind up the affairs of the company The liabilities and obligations of the company to creditors and all expenses incurred by the companym its liquidation and dissolution will be paid and will have first priority in winding up. The company may retain from available cash and other assets of the company sufficient reserves for the payment of anticipated and contingent liabilities. Undistributed cash, and otherproperty valued at its fair market value on the date of distribution, will be distributed to owners and permitted assignees in the following order; a. Distributions, will first be made to repay any loans to the company by an owner or assignee, including the full amount of any deferredpayment obligation. b. Distributions will then be made to the owners and assignees in an amount equal. to the credit balances in their capital accounts so that the capital account of each owner and assignee is brought to zero. For the purpose,of determining distributions in. liquidation, anegative capital account balance will be considered to be a loan from the company to an owner or assignee. c. The balance, if any, will bemade to the owners and assignees in an amount equal to each owner or assignee's percentage interest in the company computed with respect to distribution percentages and not voting percentages 25 Article Thirteen Liquidating Distributions, Accounting and Discharge Section 13.1. Plan of Liquidation The authorized representative(s) of ENDERS LAND COMPANY, LLC may deliver an accounting and plan of liquidation to each owner and assignee. The authorized representative(s) may require that each owner and assignee deliver a written statement that such owner or assignee has examined the accounting and plan of liquidation and consents to the plan of liquidation. An acceptance and consent of all of owners and assignees may berequited as a precondition to makingpartial and/or final liquidating distributions, The authorized representative(s) may require that the statement of each owner and' assignee include: a. A discharge and release from any loss, liability, claim or question concerning the exercise of due care, skill, and prudence of a manager in the management, investment, retention, and distribution of property during a manager's term of service, except for any undisclosed error or omission having basis in fraud or bad' faith b. An indemnity of the authorized representative, to include the payment of attorney's fees, from any asserted claim of any taxing agency,, governmental authority, or other claimant after a liquidating distribution of cash and, other property has been made. Section 13.2. Audit of Books and Records Any owner or assignee having a question or potential claim may require an audit of the company's books and records as an expense of administration and management. Failure to ,require the audit prior to acceptance of the report, or upon the acceptance of payment, will operate as a final release and discharge of ENDERS LAND COMPANY, LLC andany manager except for anyundisclosed error or omission having basis in fraud or bad faith. Section 13.3. Representative's Authority to Partition, Sell and Deliver Assets An authorized representative, in making or preparing to make a partial or final distribution, will have the authority to, a. partition any asset or class of assets and deliver divided and segregated interests to owners and assignees; 26 b. sell any asset or class of assets (whether or not susceptible to partition inland), and deliver to owners and assignees a divided interest in the proceeds of sale and/or divided or undivided interests in any note and security arrangement taken as part of the purchase price; and/or c. deliver undivided interests in an asset or class of assets to owners and assignees subject to any indebtedness which may be secured by the property. Section 13.4. Continuing Beyond Scheduled Termination ENDERS LAND COMPANY, LLC wilt continue beyond its scheduled termination date for a time reasonably necessary to conclude the administration of the company, pay expenses of termination and to distribute all of the property of the company to owners and assignees. 27 Article Fourteen 'Removal, Replacement and Election of Managers Section 14.1. Members Authority to Elect, Remove andReplace The members may elect, remove and replace any manager of ENDERS LAND COMPANY, LLC at any time and from time to time and may add one Or more other individuals or entities -to participate in the management of the company upon an affirmative vote of 66% in interest of the Members. 'Section 14.2. When Manager is Removed for Cause If a manager is removed for cause, the Voting rights attributable to the equity interest owned by the manager may not be voted. The teen "for -cause" will mean and include: any material act of self - dealing by a manager, any material act constituting gross negligence or intentional fraud; and/or any act constituting the willful and intentional disregard of a lawful directive from the members as permitted by this instrument and/or Wyoming law; and/or any other intentional violation of his, her or its duties prescribed by this instrument. The term "material" identifies a significant monetary damage to ENDERS LAND COMPANY, LLC as the result of the act or omission to act by a, manager constituting self-dealmg; gross negligence or fraud. The term does not include incidental or insignificant monetary damage to the company; monetary damages incurred by someone who is not a member and for which ENDERS LAND COMPANY, LLC is not liable, nor anintangible loss or damage that cannot be valued under the fair market valuation standards of federal tax law. 28 Article Fifteen Authority of a Manager and Governing Legal Instruments Section 15;l. Authority to Sign Documents On 'behalf of all members, each manager will have the right to sign any certificate, articles, declaration or other document required or permitted to be filed with any agency of the 'State of Wyoming and any instrument thatmay be filed of record for And' on behalf of the owners and/or ENDERS LAND COMPANY, LLC in the jurisdiction of the State of Wyoming and in any other jurisdiction in which the company may conduct business or mvestment activities 29 Article Sixteen Transactions, Title to Assets, Acquisitions and Transfers Section 16.1. Manager's Authority to Sell, Exchange, Lease and TransferAssets Except as maybe otherwise limited by this agreement, the manager has the authority at any time and from time to time to sell, exchange, lease and/or transfer legal and equitable title to the property of ENDERS LAND COMPANY, LLC upon such terms and conditions, and for such consideration, as the manager considers to be reasonable, and necessary. The execution of any document of conveyance or lease by the manager will be sufficient to transfer complete legal and equitable title to the interest conveyed or leased without the joinder, ratification, or consent of 'other members A purchaser, tenant, transferee, lender of obligor will not have any obligation whatsoever to see to the application of payments made to a manager. Section 16.2. Manager's Authority to Handle Day -to -Day, Decisions Themanager shall have the authority, and, the responsibility, for the day to day management of ENDERS LAND COMPANY, LLC and for the receipt of payments to the company and the payment of the expenses of the company. The manager has the exclusive authority to bind the company to obligations under contracts for insurance, the maintenance and preservation ofproperty, management fees and expenses, professional services, agreements with regard to tax assessments and the resolution of tax disputes, the acquisition and service of debt obligations, the resolution of claims by or against the company, the partition of undivided interests that the company may own in property, the purchase and maintenance of equipment, and all other matters that are reasonably associated with the service of an officer in a corporation formed 'm the junsdiction of the State of Wyoming. Section 16.3 Manager's Authority to Take Title The manager is permitted to register or take title to assets of ENDERS LAND COMPANY, LLC: a. in the name of ENDERS LAND COMPANY, LLC; b in the name of the manager as trustee or nominee for the company with or without disclosing the identity of such manager's principal; c. registration of securities in "street name" under, a custodial arrangement with an established securities brokerage firm, trust department or other custodian; 30 d. a trust dedicated to the administration of property for and on behalf of ENDERS LAND COMPANY, LLC or any partial interest in property. Section 16.4. Third Parties Right to Rely on Manager's Affidavit Any person, company, organization, title agency, or transfer agent dealing with ENDERS LAND COMPANY, LLC mayrely upon the affidavit of the manager that substantially states: On oath, and under the penalties of perjury; `I (we) swear that I (we) am (are) the duly elected and authorized managers ofENDERS LAND COMPANY,LLC 1(we) certify thatl (we) have not been removed as managers and have the authority to act for, and bind, ENDERS LAND COMPANY, LLC in the transaction of the business for which this affidavit es given as affirmation of my (our) authority Signature Luis Jurat and Seal of, Notary 31 Article Seventeen Compensation and Employment of Professional Help Section ,17.1. Compensation A manager is entitledto a reasonable annual compensation for services tendered to the company, reasonable compensation to be measured bythe time required lathe management and administration of the company,, the value of property under the manager's administration, and the responsibilities assumed in the discharge of the duties of office. A manager will be entitled to a reimbursement for all reasonable and necessary business expenses incurred in the management and administration of ENDERS LAND COMPANY, LLC and its property. Section 17:2, Employment of Advisors, Managers, Technical Assistance The manager may employ, as an expense of administration, advisors, managers and service providers that the manager considers to be necessary and appropriate to admnuster the property of the company and to conduct the business of ENDERS LAND COMPANY,' LLC; , These advisors and service providers include (without expressly excluding others): a. A qualified manager for all or any part of the assets of the company, delegating to the manager rights and responsibilities that are reasonably necessary to administer and manage the assets placed under a management or agency contract. b Legal and tax advisors, including trial counsel. c Investment advisors -and brokers, including the delegation of investment authority to a qualified investment advisor or agent. d. Accounting professionals, including those who provide tax preparation services. e. Custodial agents having the authority to hold investment property. f. Real property, business, and other kinds of appraisers. g Mediators and arbitrators to assist with the resolution of any conflict, dispute or disagreement h. Environmental experts with regard to the investment or ownership of property governed' by this instrument 32 A manager may rely upon the appraised fair market value of an asset or liability obtained from an appraiser qualified by experience and training to value the asset or liability in question. A manager may rely upon the opinion of legal and tax counsel concerning the interpretation, construction or effect of any provision ofthis instrument, or concerning any dispute or disagreement with regard to tho administration and management of the company. A manager's personal liability for acts, and omissions to act, is to be limited if the manager reasonably relied upon the advice of independent counsel and advisors, particularly: a. As to tax matters, the manager relied upon the advice of tax counsel. b. As to legal matters, the manager relied upon the advice of legal counsel. c. As to investment matters, the manager relied upon the advice of an investment advisor. d As to life insurance matters, the manager relied upon the advice of a life underwriter. e. As to general insurance matters, the manager relied upon the advice of a qualified insurance advisor. f. As to valuation matters, the manager relied upon the valuation opinion or report of a qualified appraiser. Section 17.3. Formation of Trusts, Companies, Partnerships ENDERS LAND COMPANY, LLC, acting by its authorized representative, is permitted and authorized to form, or to participate in the formation of, a trust (revocable or irrevocable), corporation, partnership, limited partnership, joint venture, and/or limited liability company, and to invest property of the company in one or more trusts (revocable or irrevocable), partnerships, joint ventures, limited partnerships, corporations, limited liability companies and/or other entities. An investment or formation will be considered to be "prudent" if the im estment will reasonably accomplish any one or more of the following objectives - a. The organization provides a greater protection to the assets of ENDERS LAND COMPANY, LLC, or protection of the company and its members, from operating liabilities incident to an investment or incident to the conduct of a trade or business. b. The organization provides a convenient and cost-effective method for owning and managing property located in another jurisdiction. c A joint enterprise with other capital investors is reasonably expected to produce an eventual yield large enough to offset any limitations on the marketability of the investment m a closely held company, partnership, or investment trust. d. The arrangement helps avoid issues of self -dealing, self -inurement, retained economic or personal benefits in property contributed by an owner. 33 e Other objectives considered important by all of the members and as evidenced by a written plan that includes the consent of each member. ' Section 17.4. Acceptance of Restricted Property 'ENDERS LAND,COMPANY, LLC may acceptrestrictedproperty and may continue to hold and managethe property lathe form contributed to the company. Restricted property includes: a. Equity in a closely held company, partnerslup, or investment trust mcluding equity that is non -controlling as to liquidation rights and that is non -controlling as to the election or replacement of management. b, Non -voting or limited voting equity in a closely held company,' partnership, or business trust. c. Partial interests in land, buildings, subsurface rights, easement rights d Land restricted in use by a conservation easement; other restrictions and limitations on sale or use. e. Publicly traded stock subject to statutory or contractual resale restrictions. f, Stock options and other derivatives. A manager will, not be personally responsible, to other members for an under -valuation or over- valuation of restricted property contributed to ENDERS LAND COMPANY, LLC if a. the manager reasonably relied upon the professional appraisal of the property ,in ascertaining value„ or b a majority in interest of all other owners agree to the value of the restricted property. Section 17.5. Accounting The accounting period°for ENDERS' LAND COMPANY, LLC will be the calendaryear, The accounting method will be on a cash basis (as.opposed to accounting on an accrual basis). Assets, governed by this instrument may be carried at historical cost. The manager shall: a. Be responsible for the timely preparation and filing of tax returns and tai information reports required by applicable state and federal law without joinder by any other owner. b. , Maintain accurate books of account in keeping with generally accepted accounting principles and thatrreport: 34 (1) all transactions pertaining to the property of the company; `(2) all disbursements for costs, expenses, and fees; (3) each delivery of funds and/or other property to the company and, for in-kind ofproperty to the company, and the value of the prmpertyupon receipt by the company; (4) all investments and'reinvestments of property; (5) the value of each owner's capital account (and the capital account attributable in interest to any assignee) including a history of credits and debits to each capital account c. The managers shall maintain records of the cost or other basis of assets and mayteport the values of assets -at historical cost basis d. The managers shall maintain for a period of at least five years copies of bank statements, brokerage statements, and other reports provided by a depository, brokerage, or management company. e. The managers shall, deliver each year and to each owner and assignee, as soon as possible after the company's, annual federal tax,tepor't has, been prepared, a report of each owner's share' (assignee's share),of items of income, gain,' loss, deduction and credit. '35 Article Eighteen Limited Put and.Call Call Rights; Other Transfers Section 18.1. Put and Call Rights a. Put Right, Defined, A put`right is the right of a member or assignee to require that ENDERS LAM) COMPANY, LLC is to redeem all or part of the owner's interest in the company If a put right is exercised, ENDERS LAND COMPANY, LLC is required to redeem the equity interest of the member or assignee. b. Call Right Defined. A call right is the nght of ENDERS LAND COMPANY, LLC, as An entity, to acquire the interest of a member or assigneein full redemption of all of the equity interest of the member or assignee. Section 18.2. Contractual Prescription of put and Call Rights A member or assignee will have the right to "put" such member's interest to ENDERS LAND COMPANY, LLC for redemption under,the following circumstances. a. Subject to the below limitation, a member may, without consent of the other members put, his her or its gratuitously gained ownership interest to ENDERS LAND COMPANY, LLC for full redemption regardless of whether it results in complete,wrthdrawal as a. member. (1) The maximum amount of a gratuitously gained ownership interest that a member may put to ENDERS LAND COMPANY, LLC with respect to all transfers made by the same donor in the same calendar year shall be the lesser OM the total amount of the gratuitously gained interest during that calendar year; or (ii) the amount of the federal gift tax annual exclusion in effect on the date of the earliest of such transfers, or 'twice the gift tax annual' exclusion if the donor is married on the date of each transfer to which such Inuit applies. (2) The member must exercise the gratuitously gained put right within 30 days from the date of notice, date. Unless there is an agreement otherwise, the date that ENDERS LAND COMPANY, LLC receives notice of the exercise of a gratuitously gamed ownership interest is called the "notice date". (3) The right of a Member to put all or part ofagratuitouslygained ownership interest shall take precedence over any other power or discretion granted to any other person to Withhold distribution, of assets of ENDERS LAND COMPANY, LLC. ,36 (4) A gratuitously gamed ownership interest means any voluntary transfer of ownership interest of ENDERS LAND COMPANY, LLC to a Member for less than adequate and full consideration in money or money's worth of other property Gratuitously gained ownership interest also means any transfer of cash or other assets to ENDERS LAND COMPANY, LLC, to the extent allocated to the Capital Account of a Member other than the, one who made the contribution b. A member may petition other members for the right to withdraw as a member. (1) A vote of at least a majorityin interest of all other members is required to permit the withdrawal of the member. The "consent date" is the day when, in accumulation, a member acquires the required consent of other members permitting withdrawal. (2) A member who is given the right to withdraw may put his, her, or its ownership interest to ENDERS LAND COMPANY, LLC for full redemption. Themember must exercise the putright within 30 days from the consent date Unless there is an agreement otherwise, the date that ENDERS LAND COMPANY, LLC receives notice of the exercise of a put right is called the "notice date," e An assignee may petition the members for the right to withdraw. (1) A vote of all of the members having voting rights is required to permit the withdrawal of an 'assignee The "consent date" is the day when, in accumulation, an assignee acquires the required consent of the members permitting withdrawal. (2) An assigneewho is given the right to withdraw may put his, her, or its ownership to the company forredemption. The assignee must exercise the put right within 60 days from the consent date. Unless there is an agreement otherwise, the date that the company receives notice of the exercise of a put right is called the "notice date," c ENDERS LAND COMPANY, LLC has the unilateral right to call and redeem the interest of an assignee. (1) The decision of ENDERS LAND COMPANY, LLC to call and redeem the interest of an assignee must be ratified by a vote of at least a majority iii interest of the members having voting rights The date notice exercising the company's call right is delivered to the assignee is called the "notice date." (2) An assignee does not have voting rights. The consent of an assignee to the exercise of a call right is not required Section 18.3. Sales, Price and Terms of Payment The redemption of an equity interest in ENDERS LAND COMPANY, LLC is to be governed by 37 the following requirements. a. The purchase price (also called the "purchase money obligation") is to be the fair market value of the equity Interest as determined by an appraisal of the equity interest to be acquired by ENDERS LAND COMPANY, LLC The appraiser shall be selected, by ENDERS LAND COMPANY, LLC acting by and through its manager The appraiser must be qualified by training and experience to perform business appraisals of closely held companies and partnerships and the equity interests of closely held companies and partnerships. The term "fair market value" is as defined by the Uniform Standards of Professional Appraisal Practice. The Uniform Standards of Professional Appraisal Practice defines market value as: "[T]he most probable price v4hich a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus," Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: (1) buyer and seller are typically motivated; (2) both parties are well informedorwell advised, and acting in what they consider to be in their best interests; (3) a reasonable time is allowed for exposure in the open market; (4) payment is made in terms of cash in United States dollars or in terms of financial arrangements comparable thereto; (5) the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Reference. Uniform Standards of Appraisal Practice (The Appraisal Foundation). A business appraiser employed by ENDERS LAND COMPANY, LLC may consider any impairment ofvalue as the result of a non -controlling position as to voting and liquidation rights, the lack of liquidity of the investment,~ and of a limited market (or no market) for the equity interest. This value is called the "redemption value" of an equity interest All assets are to be adjusted to fair market -value as of the prescribed valuation date and, the company is obligated to provide the appraiser with updated appraisals of assets. b The valuation date will be the first day of the calendar year in which notice is delivered (the notice date). If notice is delivered in October; November, or December, the member or assignee whose interest is to be acquired may elect to postpone the redemption transaction so that the valuation date is the first day of the calendar year that follows October, November, or December. The prescribed closing date is to be postponed, to account for the delay. ENDERS LAND COMPANY, LLC and the member or assignee whose interest may be acquired may agree to an alternate valuation date and an alternate closing date. 38 c. The transaction is to be concluded (closed) on the first Tuesday of the calendar month following the expiration of ninety days from the notice date (the "closing date"), For a notice date in January, February or March, the transaction is to be concluded (closed) on the first Tuesday of the calendar month following 'the expiration of 120 days from the date actual notice of exercise is delivered (1) Closing is to be at the business office of the partnership at 10 o'clock a.m. on the first Tuesday of the month. (2) A different dosing date, hour, and place maybe designated bymutual agreement. (3) Seller need not sign closing papers or a document of transfer of his/her/its equity interest for the sale to close. Voting rights with regard to the equity interest, if any, will terminate upon closing. d A true and correct copy of the appraisal report is to be delivered to the selling owner or assignee rio later than 30 days pnor to the designated closing date. If the seller has substantial objections to the valuation report and the appraiser's conclusion of value, the closing of the sale may be postponed by mutual agreement until the issues are resolved. Absent objections, or if there are objections and if buyer/seller cannot agree to a date certain in postponement, the sale is to close as of the prescribed date, hour and location based upon values reported by the appraiser. If the seller refuses to accept payment at the appraised value, ENDERS LAND COMPANY, LLC is to deposit the dollar amount in a segregated money market account Delivery of the account to seller (and acceptance by seller) will constitute a fall settlement of all issues. Accrued interest within the account is to constitute full and adequate consideration for the tune value of money. If the payment of the purchase money obligation is to be satisfied m whole or in part by a transfer of promissory note or property in kind, the deposit in escrow of the transfer documents will be sufficient to discharge ENDERS LAND COMPANY, LLC of any continuing obligation to pay additional compensation to the seller for the time value of money. A valuation contest is to be resolved according the alternative dispute resolution requirements prescribed by this instrument. e Alternative forms of payment of the purchase money obligation are permitted. The redemption value may be satisfied by a distribution of cash, by distribution of property in kind, with a promissory note, or by using any combination of these methods. Distributions of property "in kind" in satisfaction of the redemption obligation includes the delivery of an undivided or partial interest in an asset or class of assets. The company may require that the seller assume any indebtedness secured by an asset to be distributed m kind and the seller's assumption of the indebtedness is a prerequisite to distribution. F. As long as one quarter -(1/4) ofthe redemption value is satisfied by a distribution of cash, a promissory note will be considered to be a reasonable payment alternative to a distribution of cash or in kind. 39 (13 The note is to be payable in 10 equal annual installments with interest thereon at market rate's, adjusted annually, as the first day of each calendar year at the option of the company. (2) The -terns "market rates" will mean the rate of interest identified as the "prime rate" by the Wall Street Journal in its "Money Rates" column, or, if two rates are reported as the "prime- rate," the average, of the two. If Internal Revenue 'Code §483 and 1274A apply to this transaction;the rate of uiterest of the purchase money obligation will be fixed atthe minimum rate of ,interest then required by law. (3) In no event will the interest rate exceed the maximum, rate of interest permitted under applicable state law. The first installment of principal, with interest due thereon, will be due and payable, on- the first day of the calendar year following closing, and subsequent annual installments with accrued interest due, will be due and payable, and in order, on the first day of each calendar year that follows until the entire amount of the obligation, principal and interest, is fully paid. The company will have the right to prepay all or any part of the purchase money obligation at any time without premium or penalty. ,(4) The payment obligation will mature and will become immediately due and payable upon the liquidation of ENDERS LANE! COMPANY, LLC. Liquidating distributions are not to be paid to owners and assignee until the debt, plus accrued interest, is paid in full. The owner of the promissory obligation will have the right to mature the entire debt, and to require immediate payment for the balance of the debt, if the company materially defaults' in its payment obligation. Material default represents the non payment of an installment within 20 business days after the payment is due Section 18.4. Transfers to Outsiders a. If a Member (the "Transferring Member") desires to transfer all or any portion of his Ownership Interest (the "Option Interest") to any person (the "Offeree"), the Transferring Member shall give notice ("Transfer Notice") to the Company and the other Members ("Other Members") of his desire to Transfer such Option Interest. The Transfer Notice shall, in addition to stating the desire to Transfer such Option Interest, state (a) the name and address,of the Offer= and (b) the provisions and conditions of the proposed Transfer, including but not limited to the proposed Transfer price of the Option Interest, if any, and the provisions for payment for the Option interest. For purposes of this Agreement, any provisions for payment requiring non -cash or non -note consideration and any security, and any ancillary agreement shall be null, void and of no effect. Upon receipt of the Transfer Notice, the Company -shall have an option, in its discretion,to purchase all of the Option Interest owned by the Transferring Member at the Transfer Option Price as defined in Section (e) and on the same payment terms set forth in the TransferNotice (expressly excluding any provisions and conditionsrelating to non -cash ornon no to consideration for the Option interest and any security therefore). b In the event that the Company desires to purchase all of the Option Interest owned by the Transferring Member, then the Company may exercise its option by giving written notice 40 ("Company Purchase Notice") thereof to the Other Members and the Transfemng Member at any time within thirty (30) days following the receipt of the Transfer Notice. The Transferring Member shall not vote regarding any determination by the 'Company concerning the exercise of the Company's option, and such determination shall be made by those Members holding a Majority in Interest o£'all Membership Interests excluding the Membership Interest held by the Transfemng Member. If the Company exercises its option to purchase such Option Interest, then the Transferring Member shall sell and the Company shall purchase such Option Interest at the Transfer Option Price, and otherwise pursuant to the provisions set forth in Section (o) and Section (f) of this Agreement. c In the event the Company fails or determines not to exercise its option set forth herein within the time allowed, it, shall deliver written notice of the same to all the Other Members within said ,thuty-dayperiod and the Other Members shall then have the right and option to purchase all, but not less than all, of the Option Interest as hereinafter set forth: (1). Each of the Other Members shall have the' right and option ) (subject to the provisions of Section (d), for a period of fifteen days after delivery of such notice, to purchase his proportionate share (but not less than his proportionate share) of the Option Interest (assuming all Other Members will purchase such Option Interest) upon the terms and at the purchase price per share stated in the Transfer Notice. Such acceptance shall be made bydelivering a written notice of acceptance ("Member Purchase Notice") to the Transfemng Member and the Companywitlun the fifteen -day period. For purposes of this Section (c), an Other Member's "proportionate share" shall equal a fraction, the numerator of which is such Other Member's Percentage Interest, and the denominator of which is the aggregate Percentage Interests of all the Other Members. '(2) If one or more Other Members decline to purchase his proportionate share of the Option Interest, the Company shall deliver written notice to the remaining Other Members of the amount of Option Interest remaining available to bepurchased, and such,remannng Other Members shall have fifteen days following delivery of the Company's notice within which to purchase all, but not less than all, of the remaining available Option Interest by delivering their Member Purchase Notices as to their proportionate shares (or such other amounts as all the Other Members may agree upon) of such remaining available Option Interest (treating declining Other Members as Transferring Members for, purposes of determining proportionate shares). A Member inay decline to purchase under this Section (c)(ii) without prejudice to such Member's right to purchase under Section (c)(i) hereof. d In the event that the Company and Other Members fail or determine not to exercise their option set forth herein to purchase all, but not less than all, of the Option Interest within the 'time periods allowed and upon the unanimous'consent of the Members, then at anytime within thirty (30) days after expiration of the last such time period permitted herein for delivery of a Company Purchase Notice or Member Purchase Notice, as appropriate, the Transfemng Member may Transfer the Option Interest described in the Transfer Notice to the Offeree upon the precise terms and conditions contained in the Transfer Notice. If such Transfer to the Offeree is not effected within said thirty (30) day period, or if the provisions of the proposed Transfer as described in the transfer Notice are changed in any respect, then such Transfer shall be null,,void and of no effect, and the 41 transfer of the Option Interest described in the Transfer Notice shall continue to be subject to the transfer restrictions contained in this Agreement and may not be Transferred without again first being offered to the Company and Other Members pursuant to the provisions of this Section (c). e. The Transfer Option Price of Option Interest proposed to be transferred to an Offeree shall be equal to the transfer price as set forth in the bona fide offer of the Offercc (after adjustment by excluding anynon-cash or non -note consideration). f One, quarter (1/4) of the purchase price shall be paid in cash or by good personal check at the closing for the sale of such membership interest, and the balance shall be paid in twenty (20) equal quarterly, principal payments beginning three (3) months after the date of such closing. Simple interest shall be added to each installment, computed against the 'outstanding principal balance at the Federal Mid -Term Rate in effect under Section 1274(d) of the Code as determined on the date of the closing The buyer shall give the offering member a promissory note as evidence of this debt, and the buyer may prepay all or any part of the principal balance of the note at any tune without penalty or premium. Section 18.5. Other Agreement This agreement does not preclude any other withdrawal and redemption on terms of agreement other than as prescribed by this agreement. The terms of agreement require: a. The consent of the member or assignee whose interest is to be acquired. b. For the withdrawal,of a member, the consent of at least a majority in interest of all other members. c. For the withdrawal of an assignee, the consent of all members, 42 Article Nineteen Appointment and Services of a Governor The members of ENDERS LAND COMPANY, LLC recognize the potential need for outside and independent assistance to govern the resolution of disputes; to avoid the appearance of self -dealing; and to avoid adverse tax consequences that might be produced with regard to property contributed to or otherwise acquired by the company To accomplish these objectives, this Article provides for the appointment and service of a "governor." Section 19.1. Designation of Governor A governor may be appointed by the manager or by a majority in interest of all of the owners. The selection of a governor by at least a Majority ininterest of the owners will over -ride the selection of a governor by the manager. Two or more candidates for service as governor may be selected and may serve jointly as governor or as a. committee of governors. Tf the company is served by three or more governors. the decision of a majority will be determinative. Reference to "governor" in the singular will include the plural Any vacancy m the office of governor as the result of a resignation, removal, or any other cause is to be filled by using this designation procedure. To avoid any influence that might be applied to prejudice the governor's independence and decision -making authority, a governor, once appointed, may be removed from office only upon the occurrence ofany one or more of the following limited circumstances a. The vote of all members will be sufficient to remove the governor. b. A court of competent jurisdiction may remove the governor. Section 19.2. Qualifications of a Governor A candidate for service as governor must be independent and may not be related to, or be subordinate to, any member. The term "related to" is to be construed liberally to exclude any person who remotely has any relationship of any degree to an owner, including relationships established by an existing or prior marriage. The term "subordinate to" is to be construed liberally to exclude any employee, business associate, or agent of an owner or the employee, business associate, or agent of a business or investment company, partnership or other organization in which an owner or any relative of an owner has a direct or indirect proprietary interest of any kind. Any person who provides professional services to anyone or` more of those identified above is notper se aprohibited person if the compensation for his or her services does not exceed 2.5% percent more of his or her income during any calendar year. 43 Section 19.3. Special Fiduciary Authority of a Governor A governor is a fiduciary and will be bound by the lutes of fairness prescribed by state law The governor will have all authority vested in a trustee by the laws of the State of Wyoming, A governor will serve without bond or other security. A governor will be entitled to a fair and reasonable compensation for his, her or its service, and a full reimbursement of reasonable expenses incurred as the result of his, her or its service. Compensation and expenses are to be charged to ENDERS LAND COMPANY, LLC and are to be paid by the company. Section 19.4. Memorandum of Appointment The scope and service of a governor may be documented by a memorandum or agreement that prescribes. a. Specific services the governor is to provide. b. The period of time in which the governor is to serve and/or any limitation on the governor's term of service. c The compensation, to be paid to the governor or the basis for determining the governor's compensation, including the prepayment of a retainer. d Any limit on the costs and expenses that the governor may incur, and charge to the company. e. Any bonding requirement, If the agreement is silent; the governor is to serve without the requirement of bond. f Any special provisions that pertain to the removal of the governor during fusilier, or its term of service., g Any other provision that is rgermane to the service of the governor. Section .19.5. Default Authority If the manager, or in the alternative, the members, do not specifically limit the service of a governor in a written memorandum or agreement, the governor is to have the following specific authority as a matter of default. a. Valuation. The governor will have the exclusive right and obligation to employ one or more business appraisers to determine the fair market value of company equity if the company is to redeem the equity interest ofa member or assignee. The governor's selection of an appraiser and the governor's final deterniination of value is to be conclusive. 44 b. Voting Rights. This section pertains to closely held equity contributed to, or otherwise acquired by ENDERS LAND COMPANY, LLC. The term closely held equity includes voting stock in a closely held corporation, voting units or shares in a business or investment partnership, voting units or shares in a business or investment trust The owners recognize the following potential problems. (1) In an estate tax. audit, the Internal Revenue Service may claim that the closely held equity contributed to ENDERS LAND COMPANY, LLC by an Owner should be included in the owner's estate for federal estate tax purposes if: the equity mtetest contributed to the company has voting rights; and the owner who makes the contribution retains the right to vote the equity interest or indirectly retains voting rights because of his or her service as a manager. b A manager's right to vote the equity interest may be interpreted as self -dealing because the manager may vote the equity interest to his, her, or its own personal financial advantage. In each such case, the governor shall have the exclusive and continuing right to vote the equity interestto the exclusion of the manager and,to the exclusion of all other members. c. Life Insurance Policies The governor -will have the exclusive right to exercise all incidents of ownership with respect to a life insurance policy transferred to ENDERS LAND COMPANY, LLC or otherwise acquired by the company if the insured person is a member and if, on advice of legal counsel, there is a nik that the policy proceeds maybe includible in the estate of the insured person. d Accounting and Transaction Reports. If the governor is elected by the members, the governor will have the right on behalf of all members and all assignees to examine all of the books, records, and transactions of the company and to requite an audit of the partnership books, records, and transactions. e. Binding Resolution of Claims, Disputes. Included in detail, below. Section 19.6. Alternative Resolution of Disputes The governor will have the unilateral authority to investigate disputes, conflicts and claims and to prescribe the method or methods to be used to finally resolve a dispute, claim, or conflict This protocol is binding upon ENDERS LAND COMPANY, LLC, all' members, and all assignees. a. IInvestigative Powers. The governor, may investigate any claim, including a development and documentation of all relevant facts and relevant law. The governor may employ attorneys, accountants, and other professionals reasonably required to conduct an investigation. The governor is to provide each party to a conflict, dispute or claim with ins; her, or its findings of fact, a 45 memorandum of the applicable, law, and the governor's conclusions, findings, and recommendations based upon an interpretation of the facts and the law. ff the parties cannot thereafter agree to a settlement, the governor may proceed with any one or more of the following alternatives. b. Mediation The governor may require that the parties to a dispute or claim submit to mediation. The governor shall select the mediator and shall prescribe the ternis and conditions of the mediation. c. Binding Arbitration. The governor may require that the dispute or claim be resolved by binding arbitration and may select the arbiter. The arbiter's 'decision is 4), be conclusive and is enforceable in any court of competent jurisdiction. d. Litigation. The,governor may determine that the dispute or claim should be resolved by a court of competent jurisdiction and may instigate the proceeding or may permit the parties to the dispute or claim to proceed with litigation. Whenever & dispute; conflict, or, claim. involves an interpretation or construction' of this instrument, the governor may file an action in a court of competent jurisdiction for the interpretation and construction of this instrument. e. Allocation of Contest and Resolution Costs. The governor is to fairly and reasonably determine who should be responsible for the payment of costs and expenses incurred by any party in the resolution of a claim or dispute. In so doing, the govemormay consider the relative merits ofthe claim',and all mitigating circumstances. For example, the governor may assess all costs against a claimant who has filed a frivolous claim The governor' may assess all costs against ENDERS LAND COISTPANY, LLC if the claim`has merit and if the claim should have been settled before die invocation of this alternative disputes resolution mechanism. The governor will not berequired to make this determination if the claim is submitted for resolution by an arbiter or is t� be resolved in a court of competent jurisdiction. A lawsuit against ENDERS LAND COMPANY, LLC or any member may not befiled without first complying with the following, procedure. a A claimant must deliver written notice to ENDERS LAND COMPANY, LLC of the claim and the factual basis supporting the claim or dispute. b. The claimant must defer the filing of alawsuit for 90 days after the required Written notice has been'delivercd and for an additional period'of time (1) that will permit & governor with disputes resolution authority to investigate the claim and issue a report; (2) that will permit a thorough mediation effort if the governor prescribes mediation, (3) ,that will permit a bindmg'resolution of the claim by an' arbiter if the governor requires arbitration. 46 To protect the claimant: a. The running of any applicable statute of limitation that may bar the claim will be suspended as of the date a written claim is made in the prescribed form and manner. b: The claimant may file a lawsuit, without prejudice or penalty, if a governor with disputes resolutions authority is not appointed within 30 days from the delivery ofnotice. This exception will not apply if a governor with disputes resolution authority has already been appointed. c. The claimant may file a lawsuit, without prejudice or penalty, if the governor does not complete an investigation and does not issue the required report within 60 days after the required notice has been delivered. The notice, to be effective, must substantially provide the factual basis of the claim. All costs incurred by ENDERS LAND COMPANY, LLC and any member in defending a claim by a claimant who has not followed this procedure are_to be charged against the claimant. If the claimant is a member or assignee, the costs incurred orpaid by ENDERS LAND COMPANY, LLC to defend the claim (including the reimbursement of costs incurred bya member) maybe deducted from the capital account of the claimant and will be treated for income tax purposes as a distribution to, for, and on behalf of the claimant. Section 19.7. E:: est Judgment A governor is permitted and authorized to exercise "best judgment" in the course of service in the capacity of governor. The governor will notbe personally liable for any act or omission to act unless it is conclusively established that the act or omission to act was motivated by an actual intent to harm ENDERS LA ND' COMPANY, LLC, an owner, an assignee or a claimant or is an act ofself-dealmg for personal pecumarybenefit. ENDERS LAND COMPANY, LLC will pay or reimburse the costs of defending and/or settlement of any claim made against the, governor unless it is conclusively established that the governor's conduct was motivated by an actual intent to harm or motivated by self -dealing. 47 ArticleTwenty Counterparts and Power of Attorney Section 20.1. Execution and Acceptance of this Agreement The eiecution and acceptance of this agreement by any member may be evidenced by a separate document signed by a member acknowledging that'll' true and correct copy of this agreement liar, been received, that the agreement has been reviewed inlits entirety, and that the agreement is' accepted as written. Each member in accepting this agreement, makes, constitutes and appoints the manager, with full, power of substitution; as `his, her, or its attorney -m -fact and personal representative te sign, execute, certify, acknowledge, file and record any Certificate, Articles, assumed name certificate or other document required by -or permitted bythe jurisdiction of the State of Wyoming to evidencethe formation and continuation of ENDERS LAND COMPANY, LLCM In particular, a manager as attorney -in -fact may sign, acknowledge, certify, file andreoordon behalf of each member such instruments? agreements, and documents,that _ a. reflect the, exercise by the y. manager of any the powers' granted to a managerin this_ agreement, b, reflect any amendments made to this agreement c reflect the admission or withdrawal of a member and/or any change in management; and ,d. as may otherwise be required of ENDERS LAND COMPANY, LLC by the laws of the State of Wyoming, by federal law, or by the Iaws of any other applicable jurisdiction. Thepower of attorney provided by each member is a durable power and will,survive the disability or incapacity of the principal. ,t 45 Article Twenty One Notices Any notice required or permitted in this agreement will be effective if written and hand delivered to the intended recipient or if placed in: the United States Mail marked "Certified Mail, Return Receipt Requested" with postage prepaid. Notice will be deemed to be delivered to the intended recipient if addressed to theintended recipient at his or her last known Dialling address, and the receipt is returned as having been delivered or is marked "Refused," "Addressee Unknown," "Unable to Forward," or other similar designation or notation_ In this regard, it will be the affirmative duty of each owner and assignee to provide ENDERS'LAND COMPANY, LLC at all tithes with a current address for the delivery of notice and to notify the company of any change of address This document is a contract that binds each member and, collectively, their heirs, -personal ,representatives, successors, and assigns. The terms and conditions prescribed by this agreement will bind each assignee or successor in interest. The acceptance of any benefit or protection provided by this agreement will constitute complete and final acceptance of the exact terms of this agreement. _ The use of pronouns, masculine or feminine, will be construed in context and may include an individual, without regard to gender, or an entity (e.g., a corporation, trust, limited partnership, general partnership, limited liability company) The reference to "person" in this agreement will have the same meaning prescnbed by Internal Revenue Code §7701. The venue of arty action brought to construe this_contract, for specific performance of any contractual obligation or other cause directly related to this contract is the State of Wyoming. Dated and Effective November 26, 2012 Signed, executed and authenticated by the undersigned Members and Manager. Members: stn. Vim.. BRUCE M. VICTOR, Trustee of the BRUCE M VICTOR LIVING TRUST, dated February 7, 2001; and any amendments thereto, and theJ ULIE A. VICTOR LIVING TRUST, dated February 7, 2001, and any amendments thereto. 49' i. V C JUL TO , Trustee of the MLLE A. VICTOR LIVING TRUSS dated February 7, 2001, and any amendments thereto, and BRUCE M. VICTOR LIVING TRUST, dated February 7, 2001, and any amendments thereto Manager: BRUCE M. VICTOR Document must be filed electronically Paper documents are not accepted Fees & forms are subject to change For more information or to print copies of filed documents, visit Vvw' sos state co us Colorado Secretary of State Date and Time: 01/03/2014 10.59 AM ID Number. 20141006511 Document number 2014100651 I Amount Paid. $100.00 ABOVE SPACE FOR OFFICE USE ONLY Statement of Foreign Entity Authority filed pursuant to § 7-90-803 of the Colorado Revised Statutes (C R.S.) 1 The entity ID number, the entity name, and the true name, if different, are Entity ID number 20141006511 (Colorado Secretary of State ID number) Entity name Enders Land Company, LLC True name (if different from the entity name) -2 The form of entity and the jurisdiction under the law of which the entity is formed are Form of entity Foreign Limited Liability Company Jurisdiction Wyoming 3 The principal office address of the entity's principal office is 16435 County Road 18 Street address himLrig address (leave blank it same as street address) (Street number and name) Fort Lupton (Cry) (Province — tf applicable) CO 80621 (State) (ZIP/Postal Code) United States (Country) (Street number and name or Post Office Box Information) (Crry) (State) (ZIP/Postal Code) (Province — Ifapplicable) (Country)' 4 The registered agent name and registered agent address of the entity's registered agent are Name (if an individual) Dolan or (If an entity) (Lax) Michael A (First)-- (Middle) (Suffix) (Caution Do not provide bath on Individual and an etitityname) AUTHORITY Page I of3 Rev.12/01/20IJ Street address '193 S. 27th Ave , Suite 200 /Street number and nainej Brighton co 80601' (State) (ZIP Code) Mailing address (lease blank if same as street address) (Street number and prime or Post Office Box information) CO —(City) (Stale) (ZIP Code) (Tirefollowing statement Is adopted by Marking the box) ✓❑ The person appointed as registered agent above has consented to being so appointed. 5. The date the entity commenced or expects to commence transacting busmess or conducting activities in Colorado is 01/01/2014 _ _ (mnlddhyyyJ 6 (If applicable, adopt the follaivingstdtement by nrarlang the box -and include an attachment.) O This document contains additional information as provided by law, 7. (Caution: Lean a blank if the document does not have a delayed effective date Stating a delayed effective date has significant legal consequences Read instructions before entering a date) (Ifthefollowing statement applies adopt the statement byenleringadate_ and„(fapplicable, lime using the requiredformat) _ The delayed. effective date and, if applicable, time of this document is/are _ _ (mm/dd/yyyy hourminute am/pm) 'Notice. Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for, filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S , the constituent documents, and the organic statutes, and that the individual in good faith believes, the facts stated jri the document are true and the document complies with the requirements of thatPart the constituent documents, and the organic statutes This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named lithe document as one who has caused it to be delivered 8 The true name and mailing address of the individual causing the document to be delivered for filing are Dolan Michael, A �l(Lrut) - (First) 193_S. 27th Ave., Suite 200 -(huddle) (Suffix) - (Street number and name or Post Office Box information) Brighton (Province — ((applicable) CO 80601, (City) (State) _ (ZIP/Postal Code) United States (Country)` (If the following, statement applies adopt the statement by marking the box and include an dltachrnent) O This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing AUTHORITY Page7of3 Rev' i2/01/2011 Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet Questions should be addressed to the user's legal, business or tax advisor(s). AUTHORITY Page 3 of 3 Rev 12/o U201 i SOLAR ENERGY OPTION AGREEMENT THIS SOLAR ENERGY OPTION AGREEMENT (the "Option Agreement"), is effective as of the Effective Date (hereinafter defined) by and between Landowner (hereinafter defined) and Company (hereinafter defined) Landowner and Company may hereafter be referred to as, together, the "Parties" and each, a "Party" RECITALS A. Landowner is the owner of the Property (hereinafter defined) B Landowner desires to grant and convey to Company an exclusive option (the "Option") to acquire the Solar Rights (hereinafter defined) on a portion of the Property described as the Leased Premises and to be determined in accordance with the further provisions hereof AGREEMENT IN CONSIDERATION of the foiegoing and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows 1 Definitions The following terms have the definitions ascribed to such terms in the table below Term Definition "Effective Date" The date this Option Agreement is fully executed, as evidenced by the latest date below the signature lines of each Party "Landowner" (and Enders Land Company, LLC 16435 County Rd 18 Fort Lupton, CO 80621 address) "Company" (and OneEnergy Development, LLC Whose address for notice purposes hereunder is. Contracts Administration 2003 Western Avenue, Suite 225 Seattle, WA 98121 facsimile 206-922-7079 email accountingQoneenergyrenewables com address) "Option Price" The following payments (shown in annual totals) Year 1 $2,000 1 "Option Term" "Property" That certain lot or ti act of land located in Weld County, Colorado described in Exhibit "A" attached hereto and made a part hereof for all purposes "Leased Premises" That portion of the Property to be identified by Company during the Option Term on which Company intends to construct solar energy conversion systems or otherwise make subject to the Lease, a preliminary sketch of which is attached as Exhibit A-1 "Solar Rights" The right to capture the unobstructed flow of all radiant energy emitted from the sun upon, over and across the Leased Premises or any portion of the Leased Premises for electric power, heat and/or steam generation purposes, including the right to construct, operate and maintain solar energy conversion systems, including, without exclusion, solar photovoltaic panels (including concentrating solar photovoltaic equipment), solar resource measurement equipment, support structures, foundations, pads, footings, fencing, electrical inverters and transformers, meters, switches, breakers, fixtures, equipment storage, electric wiring, distribution and transmission lines, access roads, interconnection facilities and related structures and facilities and equipment, together with certain easement and/or leasehold rights for access, utilities and other appurtenant rights to the foregoing 2 Grant of Option Landowner grants Company an exclusive, irrevocable Option to acquire the Solar Rights, by grants of leasehold and easement interests from Landowner, which Option shall be in effect during the Option Term for so long as the Option Price is paid to Landowner by Company as set forth hereinabove 3 Termination of Option. Company may, at its sole option, terminate this Option Agreement at any time Any payments made to Landowner before this Option Agreement is terminated shall be Landowner's property and need not be refunded in whole or in part Landowner may terminate this Option Agreement if Company fails to make any payment required by this Option Agreement and 2 Landowner has provided written notice of such failure to Company and provided thirty (30) days to cure such failure 4 Exercise of Option. Company may exercise the Option by giving written notice of such exercise to Landowner at any time during the Option Term and delivering to Landowner a Lease (herein so called) in a form prepared by Company containing the terms set forth on Exhibit "B" attached hereto and made a part hereof and such other matters as are customary and reasonable in solar energy lease and easement agreements To the extent Landowner has any comments or objections to the Lease, Landowner shall provide such comments or objections to Company no later than thirty (30) days following receipt of the Lease, and the Parties shall negotiate in good faith to resolve such comments or objections no later than thirty (30) days following exercise of the Option, provided, however, that Landowner shall have no right to object to the Lease to the extent the Lease conforms to the terms of this Option Agreement and contains such other reasonable and customary terms as are typically found in lease and easement agreements in the solar industry Landowner shall execute and deliver to Company the Lease promptly upon resolution of the form of same 5. Authority. Landowner represents and warrants to Company that Landowner is the sole owner of the Property and has the unrestricted right and authority to sign this Option Agreement, to grant Company the rights granted in this Option Agreement, and, to enter into the Lease if Company exercises the Option When signed by the parties, this Option Agreement constitutes a valid and binding agreement enforceable against the Parties in accordance with its terms 6. Company's Due Diligence. During the Option Term, Company or its representatives at Company's sole cost shall have the right of access to the Property for the purpose of installing equipment, making surveys, physical inspections and investigations, including but not limited to solar and environmental studies considered necessary by Company in connection with its proposed use of the Property under the Lease Company will provide Landowner with reasonable prior notification of any entry on the Property Company shall repair or reimburse Landowner for the cost of, any damages to property caused by its entry upon the Property 7 Successors and Assigns This Option Agreement shall run with the land Either party may without the consent of the other assign its interest in this Option Agreement Any assignment shall be subject to the terms and requirements of this Option Agreement This Option Agreement shall inure to the benefit of and be binding upon the parties, their heirs, successors and assigns 8 Notices. All notices or other communications required or permitted by this Option Agreement, shall be in writing and shall be deemed given or made when personally delivered or, in lieu of such personal service, five (5) days after deposit in the United States mail, first class, postage prepaid, certified, or one (1) business day after dispatch by Federal Express or other over night delivery service of national scope, addressed as set forth in the table set forth hereinabove 9 Further Assurances. Each party agrees to cooperate with the other party and to execute any additional documents reasonably necessary or proper to carry out the provisions and spirit of this Option Agreement Without limitation of the foregoing, Landowner agrees to execute and deliver to Company a short form or memorandum of this Option Agreement in a recordable form, which document may be recorded by Company in the real property records of the county in which the Property is located SIGNATURES TO FOLLOW ON NEXT PAGE 3 IN WITNESS WHEREOF, the Parties have executed this Option Agreement as the Effective Date. Landowner: Enders Land Company, ITC lab BY: Awancrh Ofrerte/L, Name: Srn.t 1h . U'1 ate - Date: C.. -A' az 001 QI Company: OneEnergy Development, LLC a Washington limited liability company By: Name: n 1 Title: c.o° Date: 10/0/1.•19 4 EXHIBIT A PROPERTY Parcel Boundaries Total Parcel Acreage: 161.6 Parcels Included: 130715000026 Weld County, CO 5 EXHIBIT A-1 LEASED PREMISES Total Parcel Acreage: 161.6 Parcels Included: 130715000026 Total AOI Acreage: 120 Weld County, CO 6 ci Parcel Boundaries WPM Area of Interest EXHIBIT B SOLAR LEASE TERM SHEET The Lease shall grant to Company the Solat Rights and shall contain provisions covering substantially the following terms and provisions A B C D TAXES: Landowner shall pay, when due, all real property taxes and assessments levied against Landowner's Property and all personal pioperty taxes and assessments levied against any property and improvements owned by Landowner and located on Landowner's Property Company shall pay all personal property taxes and assessments levied against the Solar Facilities when due If Landowner's Property experiences any increase in the amount of real property taxes assessed as a result of the installation of the Solar Facilities on Landowner's Property, including any reclassification of Landowner's Property, Company be responsible for paying such increase E. REMOVAL AND RESTORATION. Within twelve (12) months after end of the Lease, Company will remove all improvements to a depth of thirty-six (36) inches, with the exception of roads During the term of the lease, Company shall provide commercially reasonable assurance of its ability to pay for costs of removal Upon termination of the Lease for any reason, Company shall promptly thereafter execute and record a release of all of Company's right, title and interest in the Property F. INDEMNITY AND INSURANCE: Prior to the commencement of construction, Company will indemnify Landowner for injuries and claims for direct damage to the extent caused by Company's 7 exercise of its rights under the Lease backed by general liability insurance with a combined single limit of $1,000,000 At the commencement of construction, the amount will increase to $5,000,000 Certificates of insurance policies showing shall be delivered to Landowner annually upon request showing such coverage G. COOPERATION: Landowner shall reasonably cooperate in obtaining permits, signing documents requested by Company and its lenders, obtaining signatures of Landowner's tenants and lenders on non -disturbance agreements, and in all other matters relating to Company's proposed activities on the Property. H. ASSIGNMENT: Company has the right to assign, sublease, transfer or convey all or part of its interests in the Lease without Landowner's consent, provided, however, that Company will remain liable for all obligations under the Purchase Agreement unless the assignee assumes such obligations in writing Company shall provide written notice to Landowner of any such assignment, sublease, transfer, or conveyance L OTHER TERMS AND PROVISIONS: The Lease shall contain other customary ground lease terms and provisions, including but not limited to provisions relating to non-interference, non - disturbance, quiet enjoyment, condemnation, waiver of any Landlord hens on Company's personal property, lender protection provisions (including but not limited to the right of any Company lender to receive notices of default and additional time to cure defaults and such other customary lender protection provisions), recording of memoranda, delivery of estoppels, further assurances and other reasonable and customary provisions 8 OneEnergy WIWI PI Pctober .25, 2021 t ",',"I 'i I I ii I a. i I 1 g: J a f .+I VIA: IDHUOODUri@JNfTEDPOWER.COJT Dean Huck Chief Energy Resource Officer United Power,: Inc. 4500 Cooperative Way Brighton, CO 8(3603 RE: OVERLAND SOLAR LOI TO INTERCONNECT DEAR MR. HUEBU0K: Overland Soar LLB_, ar affiliate of C)neEnergy Development, LLC, is seeking to build a 7-i OM ac solar generation and storage facility in United Power's territory that will deliver energy to United Power's 13.2kV distribution system. This facility, called the Overland Solar project, is located in Weld County, CO, on parcel #130715000026. With system impact studies and determination of intern:armee:lion costs currently pending, this letter serves as a non -binding confirmation of United Power's intent to interconnect the Overland Solar project to its distribution infrastructure adjacent to the subject parcel_ The purpose of this letter is to meet the requirements of Weld County's Use by Special Review land use permitting process„ and tre demonstrate to the county that this project is riot emulative but has a clear path to commercial viahilit a_ We bok forward to continuing cur partnership in bringing the Overland Solar project to commercial operation. Sincerely, NATHAN 37O :i I LER ASSOCIATE + PROJECT DEVELOPP EKI 320 M.1€88 U naThan gcreenergy renlarables son, ACCEPTED: D: United Power, Inc_ are ,*cilerrif174- Name: Dean Hubbuck Tile:: Chief Energy Resource Officer, United Power, seer., Inc_ Date: Oct29, 2021 Notice of Inquiry Weld County Pre -application Case # PRE21-0052 Date of Inquiry 3/17/2021 Municipality Keenesburg CPA Name of Person Inquiring Coffer Solar, LLC Property Owner Enders Land Company LLC Planner Angela Snyder Planner Phone Number 970-400-3525 Planner Email Address asnyder@weldgov corn Legal Description SE4 15-2-65 Parcel Number 130715000026 Nearest Intersection CR 20 and CR 43 (Section Lines) Type of Inquiry Medium Scale Solar Facility The above person met with County Planning staff about developing a parcel of land inside your designated Intergovernmental Agreement/Coordinated Planning Agreement Boundary ap,6 , X Si et-eA__ Count'Flanner's signature Would you like to pursue annexation of this property? NO YES Date of Contact Comments Signature of Municipality Representative Title Date Please sign and date to acknowledge that the applicant has contacted you and return this signed form to Weld County Department of Planning Services Weld County Planning Department 1555 N 17th Ave, Greeley, CO 80631 — (970) 400-6100 — (970) 304-6498 Fax 20181107 From: Nathan Stottler To: tokmanager@rtebb.net Cc: Blake Bjornson Subject: Notice of Inquiry - Weld County Solar Project Date: Monday, April 26, 2021 11:25:00 AM Attachments: image001.pnq image002.png image003.pnq Colfer Solar N0I Keenesburg.docx Good morning Debra, My name is Nathan Stottler, I work with a solar development company called OneEnergy Renewables. My team and I are currently developing a small solar farm in Weld County, northwest of Keenesburg. I am currently preparing a USR submittal with the County and was provided the attached Notice of Inquiry form by the County Planning Department. I have been told that you are the person at Keenesburg that I need to submit the NOI to — please let me know if that's correct or if I should be reaching out to someone else! Feel free to reach out if you have any questions about this NOI or would like more information about our project. I am happy to get on a phone call with you to discuss your thoughts on annexation prior to signing the NOI. Regards, NATHAN STOTTLER ASSOCIATE + PROJECT DEVELOPMENT 320.226.7688 IDirect 206.922.7072 IMain nathan (a oneenergy renewables.com ©O OneEnergy Weld County Treasurer Statement of Taxes Due Account Number R8449300 Parcel 1307 1 5000026 Legal Description SE4 15-2-65 EXC UPRR RES Situs Address WELD Account: R8449300 ENDERS LAND COMPANY LLC 16435 COUNTY ROAD 18 FORT LUPTON, CO 80621-9121 Year 2020 2020 2020 Charges Tax Adjustment Tax Adjustment Tax Billed $1369.20 ($1,369.20) S1,369.20 Payments $1.369.20 ($1,369.20) $1,369.20 Balance $0.00 $0.00 $0.00 Grand Total Due as of 08/24/2021 $0.00 Tax Billed at 2020 Rates for Tax Area 2214 - 2214 Authority WELD COUNTY SCHOOL DIST RE3J CENTRAL COLORADO WATER (CCW CENTRAL COLORADO WATER SUBD HUDSON FIRE AIMS JUNIOR COLLEGE HIGH PLAINS LIBRARY Taxes Billed 2020 * Credit Levy Mill Levy 15.0380000* 16.3090000* 1.1560000 2.1510000 9.2400000 6.3050000 3.1810000 Amount $385.74 $418.32 $29.66 $55.17 $237.00 $161.72 $81.59 53.3800000 $1,369.20 Values AG -SPRINKLER IRRIGATED LAND AG -DRY FARM LAND Total Actual Assessed $85.668 $24,840 $2,792 $810 $88,460 $25,650 Weld County Treasurer's Office 1400 N 17th Avenue PO Box 458 Greeley, CO 80632 Phone: 970-400-3290 Pursuant to the Weld County Subdivision Ordinance, the attached Statement of Taxes Due issued by the Weld County Treasurer are evidence that as of this date, all current and prior year taxes related to this parcel have been paid in full. Sign Date: r/arn Hello