HomeMy WebLinkAbout20202431.tiffCERTIFICATE OF CONVEYANCES
STATE OF COLORADO
COUNTY OF WELD
WELD COUNTY
DEPARTMENT OF PLANNING SERVICES
Land Title OrderNo.: Colorado 16
The Land Title Guarantee Company (TITLE INSURANCE or ABSTRACT COMPANY) hereby
certifies that it has made a careful search of its records, and finds the following conveyances
affecting the real estate described herein since August 30, 1972, and the most recent deed recorded
prior to August 30, 1972.
Legal Description:
The N 'A and the SE '/4 and the E 1/2 of the SW 1t of Section 16, Township 3 North, Range 66 West
of the 6th P.M., County of Weld, State of Colorado
CONVEYANCES Of none appear, so state):
(None)
This Certificate is made for the use and benefit of the Department of Planning Services of Weld
County, Colorado.
This Certificate is not to be construed as an Abstract of Title, nor an opinion of Title, nor a
guarantee of Title, and the liability of Land Title Guarantee COMPANY, is hereby limited to the
fee paid for this Certificate.
It Witness Whereof, Land Title Guarantee COMPANY, has caused this certificate to be signed by
its proper officer this 2nd day of April, 2020 at 5:0o o'clock P.M.
LAND TITLE GUARANTEE COMPANY
By:
Heidi Crue
Title Examiner
i,'Pivot
kriel Energy
Parcel Deed
There is not a deed for this parcel, as this parcel was granted to the State Land Board at
Statehood. Please reference the image below, which illustrates the parcel is owned by the State
Land Board.
41/4 DN R
CO r
Colorado State Land Board
r
I derltify
Ownership
Features: 1 of 1 >
Meridian
6
Township
3N
Range
66W
Section
16
Legal Description
N2, E2S•W, SE
Legal Acres
560
Property Name 1
[empty'
Property Name 2
[empty'
Parcel Comments
N2, E2SW, SE
ATLAS FAM
FAMOD1509
Asset Layer
-Surface
County
Weld
Beneficiary
School
i
888.734.3033 info@pivotenergy.net pivotenergy.net
STATE I'E OF COLORADO
STATE BOARD OF LAND COMMISSIONERS
NO. SO - 112906
Solar Energy Planning Lease
THIS LEASE is entered into this 15t1) day of May, 2019 by and between the State of Colorado, acting through
its State Land Board of Land Commissioners ("State Land Board"), whose address is 1127 Sherman Street,
Suite 300, Denver, Co 80203, and TCA MICROGRID ENERGY, LLC: PIVOT ENERGY, LLC ("Lessee")„ whether
one or more, whose address is 1536 Wynkoop Street, Suite 400, Denver Co 80202.
1. DESCRIPTION OF THE PREMISES
The State Land Board leases to the Lessee and Lessee teases from the State Land Board, exclusively for the
purposes indicated below, the trust lands, in the County of WELD , Colorado, more particularly described
in Exhibit A attached hereto and made apart hereof (the "Premises") and subject to all existing
easements and right-of-ways of third parties, and the rights of existing surface and mineral lessees and
surface patentees, and further subject to the terms, conditions, and agreements set out in this Lease.
2. CONDITION OF LEASED PREMISES
Lessee represents that Lessee has had an opportunity to inspect the Premises prior to entering into this
tease, and Lessee accepts the Premises in their present condition and acknowledges that the Premises are
in all respects suitable for the purposes permitted. The State Land Board disclaims any and all obligation
to provide access to the Premises across adjacent land or to fence, make any repairs to or construct any
improvements upon the Premises, and the State Land Board does not warrant that the Premises are
suitable for the permitted purposes. Lessee acknowledges that it is solely responsible for performing its
own due diligence and for becoming fully familiar with the condition of the land and any applicable
restrictions, uses, or other conditions that might affect its development or use for a particular purpose.
3. USE OF THE LEASED PREMISES
The use of the Premises shall be limited to wind and solar energy development studies. Lessee shall not
produce for sale any power under this Lease. Lessee shall have the right of access only for the purpose
of determining the feasibility of wind energy and solar energy conversion to electrical power, including
studies of wind speed, wind direction, solar insulation, air temperature and other related and relevant
meteorological data; extracting soil samples, for the purpose of determining the feasibility of installing
wind turbines, solar panels and related: power generation facilities, meteorological towers, and solar
measurement equipment; and undertaking any other activities that Lessee reasonably determines are
necessary. useful or appropriate to accomplish the foregoing, including the right of ingress to and egress
from the Premises by means of existing roads and lanes.
No activities are allowed or shall commence on the Premises without first obtaining written approval of
the State Land Board for such activities. Lessee must provide information to the State Land Board
Revised D . O I_. 0 I 12101 )
Page Iof17
sufficient for the State Land Board to determine and evaluate Lessee's proposed work activities,
including but not limited to the location and number of meteorological towers and the full extent of all
activities that willoccur on or impact the surface. The State Land Board may require changes to
Lessee's proposed work activities.
4. LEASE TERM
This tease is effective for the term of Two (2) years, being until the 15TH day of May 2021,((the "Initial
Term") subject to the covenants and agreements herein.
The Lessee may terminate this Lease prior to the expiration of the Term. The Lessee shall provide the
State Land Board with a written notice of early termination at least thirty (30) days prior to the intended
date of early termination ("Early Termination Date"). Upon the State Land Boards receipt of such notice,
this Lease shall terminate and Lessee shall be released from all obligations under this Lease other than
those obligations that expressly survive such termination, cancellation or relinquishment.
There shalt be no refunds of any previously paid rental regardless of early termination. Lessee shall not be
obligated to pay any future rental for subsequent years under this lease provided that the Early
Termination Date occurs prior to the subsequent Anniversary Date (defined below). In no event shall this
provision release the Lessee from paying any rental due to the State Land Board prior to the Early
Termination Date.
5. EXTENSION TERM
The State Land Board and the Lessee may agree to an extension of this lease for a period up to one (1)
additional year (the "Extension Term") on terms and conditions set forth by the State Land Board and
agreed to by both parties provided a notice of intent to enter into such extension shall be given in writing
to the State Land Board no later than ninety (90) days prior to the expiration of the Initial Term. In the
notice of intent, Lessee may request a reduction in the area of the Premises to be teased during the
Extension Term. Lessee may not reduce the size of the leased Premises by less than contiguous tracts of
approximately 160 acres or Governmental lot corresponding to a quarter section. The State Land Board
shalt determine the new rental rate during the Extension Term to reflect a reduction in the size of the
teased Premises; however, the rental amount shall not be less than $2,000 per year.
The initial term and any extension term are collectively referred to herein as the "term.
6. RENTAL
The rental amount for each year shall be as follows:
Year 1: Two Thousand Dollars $2,000+00
Year 2: Two Thousand Dollars $2,000.00
Rental shalt be paid to the Lessor in advance of the date this lease commences and upon each
Anniversary Date thereafter. The "Anniversary Date" shall mean the date one-year after this lease is
entered into, and each subsequent one-year date thereafter during the Term. Lessee shall, pay the rental
at the office of the State Land Board of Land Commissioners, Denver, Colorado.
Revised L(1L 01/2019
Page 2 of 17
7. EXCLUSIVE RIGHT TO NEGOTIATE SOLAR ENERGY AND PRODUCTION LEASE
A. Exercise of Exclusive Right to Negotiate Solar Energy Production Lease
Lessee may at any time within the term of the lease exercise an Exclusive Right to Negotiate Solar
Energy Production Lease by giving the State Land Board at least ninety (90) days written notice of
intent to enter into such tease on the Premises, or a portion of the Premises. The State Land Board
and Lessee will make a good faith effort to negotiate the Solar Energy Production Lease.
B. Exclusive Right to Negotiate Lease
This lease does not guarantee Lessee a Solar Energy Production Lease, only the exclusive right to
negotiate with and request approval from the State Land Board for a Solar Energy Production Lease
during the Term of this tease,subject to the terms and conditions contained herein and subject to
the approval of the State Land Board.
C. Conditions
Lessee must provide and have in place the following information, documentation, permits, plans,
approvals, etc., and provide the same to the State Land Board as a condition of and before the State
Land Board wilt consider allowing the exercise of the Exclusive Right to Negotiate and the granting of a
Solar Energy Production Lease.
i . Project Plans that include:
a) the timing of solar energy development from feasibility studies and planning to
construction and operations,
b) capital cost projections,
c) the proposed use for each tract of state land,
d) maps and plats that indicate the project area, the state sections, and the location of solar
panels, access roads, overhead and undergroundelectrical transmission lines, electrical
transformers, energy storage facilities, telecommunications equipment, power generation
facilities, meteorological towers and solar measurement equipment, control buildings,
maintenance yards, and other related facilitiesand equipment, and,
e) any other land use plans required to develop the project, including the transmission
component from the solar farm to the interconnect.
ii. Financial information and documentation that demonstrates a.) the financial wherewithal and
creditworthy record of the project developer, b) experience in developing large wind and/or
solar energy projects, c) compliance with the requirements and taws necessary to do business in
the State of Colorado, and, d) financial arrangements and partnerships in place to accomplish the
required capital investment.
iii. Estimates of revenue the state may realize as a result of this land use.
iv. Details regarding the marketing and sate of the electricity, including information on existing or
potential power purchase agreements.
Revises! IX)!.01,12019
Page 3 of 17
v. Information and documentation indicating compliance with all federal, state, county, and local
government land use taws, rules, reputations, permits, codes, and ordinances, including the
status of the appropriate county land use permit, a copy of which must be provided to the State
Land Board.
vi. Environmental analyses and studies that are required by any federal, state, or county agency or
regulation, including but not limited to the study of the impacts to avian and raptor activity and
evidence of efforts to work cooperatively with and mitigate or resolve issues and concerns raised
by the Colorado Division of wildlife.
vii. Information regarding other work performed or to be performed to ensure that the project is
constructed and operated in such a manner as to avoid or minimize potential impacts to sensitive
plant and animal wildlife resources.
D. One -Year Notice to Other Lease Holders
Lessee acknowledges by signing of this tease that they realize the Premises may have active
agricultural leases and/or other use teases at present and the State Land Board is required to give a
one-year notice of cancellation of any part or all of the agricultural lease prior to the construction
of permanent solar generation facilities if the Lessee determines through their planning process to
request a Solar Energy Production Lease and proceed with construction of permanent facilities.
8. BOND
If the Lessee intends to disturb the surface or subsurface of the property for any reason during the term of
this Planning Lease, the Lessee shalt execute a bond (or other sureties as may be approved by the State
Land Board) at the time this lease is executed by the parties in an amount to be determined based on the
intended disturbance. The bond shall guarantee restoration or/and revegetation of the Premises to a
native grassland condition or to such other conditions as may be approved by the State Land Board. The
bond shalt consist of cash, bank certificate of deposit, or other sureties as may be approved by the► State
Land Board. However, if the bond is other than cash, the bond must be in a form that will guarantee
payment in cash to the State Land Board upon receipt by any bank or insurance company of written
demand by the State Land Board, without further condition. Lessee shall commence restoration work not
less than six months prior to the expiration of this tease. The State Land Board shalt return the bond to
the Lessee if and when it deemsthat the Premises have been restored or revegetated to the required
conditions.
9. GOVERNMENTAL IMMUNITY
Liability for claims or injuries to persons or property arising from the negligence of the State of Colorado,
its departments, institutions, agencies, boards, officials, and employees is controlled and limited by the
provisions of the Governmental Immunity Act, C. R.S. 5 24-10-101 et seq., and the risk management
statues, C.R.S. § 24-30-1501 et seq., as amended. No term or condition of this Lease will be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or
other provisions, of the Governmental Immunity Act as applicable now or hereafter amended.
10. INDEMNIFICATION
Lessee assumes all liability arising from the use, occupation or control of the Premises by Lessee under
this Lease. This assumption includes, but is not limited to, liability for all personal injuries (including
death) and environmental and property damage and destruction. Lessee agrees to defend, indemnify and
Re\ i cd 1) R.01 /2019
Page 4 of 17
hold harmless the State Land Board from and against any and all liabilities, losses, damages, liens,
expenses, claims, demands, debts, obligations, fines, penalties, suits or actions, judgments, and costs of
any kind whatsoever arising from the use, occupation or control of the Premises, caused by any act,
omission or neglect of Lessee, or Lessee's employees, agents, guests, invitees, contractors or assigns.
Lessee further agrees to indemnify the State Land Board for any costs, including costs of suit and fees for
consultants, experts, and attorneys, incurred by the State Land Board in terminating or canceling,
enforcing obligations or defending itself against any matter arising under this Lease caused or permitted
by lessee or Lessee's employees, agents, guests, invitees, contractors or assigns. This provision shall
survive termination, cancellation or relinquishment of this Lease and any cause of action by the State
Land Board to enforce it shall not be deemed to accrue until the State Land Board's actual discovery of
said liability, claim, loss, damage, or exposure. This indemnity is in addition to any other indemnity
provided for in this Lease. Lessee will not be responsible for any liability caused by persons granted other
uses of the Premises by the State Land Board.
11. INSURANCE
Lessee, at its sole cost and expense, shall during the entire term of this Lease procure, pay for and keep
in full force and effect an occurrence based general liability insurance policy from an insurance carrier
licensed to do business in Colorado, in an amount not less than one million dollars ($1,000,000.00) per
occurrence and two million dollars ($2,000,000.00) aggregate. Lessee, at its sole cost and expense, shall
during the entire term of this Lease procure, pay for and keep in full force and effect a property
insurance policy from an insurance carrier licensed to do business in Colorado covering alt insurable
improvements owned by the State Land Board located on the Premises in an amount not less than
necessary to cover the replacement cost. All policies shalt name the State Land Board as an additional
insured, shall provide that the coverage is primary and noncontributory over any other insurance coverage
available to the State Land Board, its agents and employees and shall include a clause waiving all rights of
recovery, under subrogation or otherwise against the State Land Board, its agents and employees. Failure
to buy and maintain the required insurance is a default of this Lease. Before starting work under this
Lease, Lessee shall, at the State Land Board's request, furnish a certificate of liability insurance,
referencing the lease number and reflecting the above requirements. The State Land Board may alter any
requirements of this section to meet the requirements of the Colorado Governmental Immunity Act or any
requirements determined by the Colorado Office of Risk Management.
12. CONSTRUCTION OF IMPROVEMENTS
A. No improvement shall be placed on the Premises by the Lessee without prior written authorization of
the State Land Board. Lessee may request in writing, permission to construct temporary
improvements related to planning and research for potential solar energy development. The State
Land Board will consider such requests and respond in writing of approval or denial of the request
and any additional terms if any. Such written authorization shall not be unreasonably denied.
Lessee shall provide any designs, construction plans or building specifications requested by the State
Land Board when the State Land Board is considering authorization of improvements. Improvements
placed upon the Premises by the Lessee with the State Land Board's written authorization shall be
referred to herein as "Authorized Improvements".
B. Upon the termination of this lease, and provided Lessee is not then in breach of or in default under this
lease, alt Authorized Improvements and other property of Lessee shalt, at the Lessee's option, either be
Revised 1X)1_ i.i I/20199
Page 5 of 17
removed by Lessee without damage to the Premises or sold by Lessee to a subsequent lessee pursuant
to paragraph 21 of this lease.
C. All Authorized Improvements or property not so removed or sold within thirty (30) days after
termination of this tease shall be deemed abandoned and may, at the State Land Board's option, be
removed by the State Land Board at the Lessee's expense, retained by the State Land Board for use
by subsequent lessees, or sold by the State Land Board with all proceeds going to the State Land
Board. The State Land Board shalt be entitled to recover from the Lessee the costs of removing any
improvements and personal property pursuant to paragraph 21 of this tease. Lessee shall not be
entitled to sell, remove, alter or receive compensation for any Authorized Improvements or property
at any time the Lessee is in default or breach of any term, provision or covenant of this tease.
D. Ownership of Authorized Improvements Upon Premises. The State Land Board and the Lessee
acknowledge, covenant and agree that any Authorized improvements, including all appurtenances
and additions thereto, erected at any time upon the Premises by the Lessee shall immediately upon
erection or installation be the property of and belong to the Lessee for the Term of this tease subject
to the requirements and conditions of this lease.
13. OPERATIONS
A. No more of the surface of the Premises shalt be disturbed than is reasonably necessary for the
purpose for which this lease is issued.
B. This tease does not grant exclusive use of the land described, and the Premises shalt be available for
other surface uses, including livestock grazing. This tease is subject to all leases, rights -of -way, and
other agreements now in effect on said land, and the Lessee is to cooperate with, and not to
interfere with, nor prevent the operations of any lessee or perrnittee.
C. Lessee shall be responsible for the control and eradication of noxious weeds on the Premises insofar as
the presence of such noxious weeds is the result of Lessee's actions. Lessee shalt cooperate with
other existing or future lessees or permittees to control and eradicate noxious weeds on the
Premises; including cost sharing in weed control and eradication for up to one year after this lease is
terminated. Said cost sharing will be at the sole discretion of the State Land Board.
C. Lessee is to provide drainage and erosion control structures, fences, gates, cattle guards, or any
other facilities necessary to protect the Premises.
Excavations, facilities, Authorized Improvements and Lessee's Property shalt be maintained in a safe
condition to prevent injury to persons, livestock, and wildlife.
F. All operations of the Lessee shall be conducted in a workmanlike and reasonable manner, and all
necessary precautions shalt be taken to avoid damage to the Premises. Any damage done by Lessee
to the Premises, native grass or timber, or state-owned improvements, shall be paid for by Lessee to
the State Land Board including any cost for reclamation and revegetation. Damage to private
property on the Premises, including fences, crops, irrigation structures, welts, livestock, and
privately -owned improvements, caused by the actions of the Lessee shalt be paid by Lessee to the
surface lessee or owner thereof.
G. No refuse, waste, or litter of any kind shall be left on the land by Lessee.
Revised [JUL 01/2019
Page 6 of 17
H. Lessee shalt not permit the storage of or spill of any toxic or hazardous material on the Premises
white in its possession. No underground storage facilities are authorized.
I. No minerals of any kind, including but not limited to oil, gas, sand, gravel, or stone, found on the
Premises, shall besold by the Lessee unless purchased from State Land Board.
J. No off road traffic allowed.
K. No wood collection or tree cutting allowed.
L. Disturbing, dislodging, damaging, defacing, destroying or removing historical archaeological,
paleontological, or cultural sites or artifacts is prohibited.
M. Disturbing, dislodging, damaging, defacing, destroying any improvement, fixture, item, object or
thing placed or located in, under or upon the land is prohibited.
N. This permit does not grant a right to enter State Trust Lands to which there is no public access.
0. Any uses or activities not within the scope of this lease are not allowed unless prior written approval
from the State Land Board is granted.
P There shalt be no disposal of sewage, liquid or solid waste on the Premises by Lessee, unless
approved by the State Land Board during the lease term. Any project plans that require disposal of
sewage shalt comply with applicable taws and regulations and be approved by the State Land Board
prior to being filed with any local government.
Q. Lessee may not store on the Premises any materials, product, or equipment not directly related to
the Lessee's operations on the Premises.
14. NO PARTNERSHIP
Nothing in this lease shalt cause the State Land Board in any way to be construed as a partner, a joint
venturer or associated in any way with the Lessee in the operation of the Premises, or subject the State
Land Board to any obligation, toss, charge or expense connected with or arising from the operation or use
of the Premises or any part thereof.
15. MAINTENANCE AND REPAIR
The State Land Board shall have no duty of maintenance or repair with respect to the Premises, any
Authorized Improvements. Or any Lessee's property thereon. The Lessee shall keep and maintain the
Premises, Lessee's property, and Authorized Improvements thereon in constant good order and repair in
the same condition as when initially constructed, ordinary wear and tear excepted. All repairs made by
the Lessee shall be at least equal in quality to the original Authorized Improvements.
16. DAMAGE OR DESTRUCTION
in case of damage to or destruction of the Premises or any part thereof, by any cause whatever resulting
from the Lessee's activities, the Lessee shall give or cause to be given to the State Land Board prompt
notice of such occurrence and shall promptly proceed with due diligence to repair, restore, replace or
rebuild so as to make the Premises at [east equal in quality to the original condition, or restore the same
to such modified plans as shall be previously approved in writing by the State Land Board.
If Lessee fails to repair, restore, replace or rebuild, Lessee shall be liable and agrees to pay the State
Land Board or the State Land Board's surface lessee (depending on the ownership of the property
I e% I'eL tl 1)O1 t: I
Page 7 of 17
damaged) for all damage to the surface, livestock, crops, pasture, hay, or other agricultural products,
water wells, reservoirs, or other improvements, caused by Lessee's activities and operations on the
Premises. Damages shall be determined by the average of three independent quotes obtained from
three mutually acceptable consultants familiar with the compensation paid for such damages. These
obligations shall not terminate upon the termination, surrender or expiration of the lease, but shall
continue until the surface is returned to at least equal quality to the original condition.
17. TAXES, UTILITIES AND OTHER EXPENSES
It is understood and agreed that all taxes, assessments, insurance, utilities and other operating costs
including those which could otherwise result in a lien being placed against the Premises as well as the cost
of all repairs, remodeling, renovations, alterations, and improvements, and all other direct costs, charges
and expenses of any kind whatsoever respecting the Premises shall be borne by the Lessee and not by the
State Land Board so that the rental return to the State Land Board shall not be reduced, offset or
diminished directly or indirectly by any cost or charge, nor subject to suspension or termination for any
cause.
18. RESERVATIONS TO THE STATE LAND BOARD
This tease is subject to any and all presently existing easements, rights -of -way and other interests,
whether or not visible on the ground; and, in addition to its reversion upon termination of this lease, the
State Land Board hereby reserves:
A. Access
i. The State Land Board or its authorized representatives may from time to time, at any
reasonable hour, and with or without notice, enter upon and inspect the Lessee's books,
accounts and records, the Premises, any portion thereof, and the Authorized improvements or
other improvements thereon to ascertain and secure compliance with this tease, but without
obligation to do so or liability therefore. Lessee hereby wants to the State Land Board a non -
revocable license for such access over and across Lessee's other lands during the term of this
lease.
ii. The right to access, inspect, and monitor the Premises at all reasonable times by the State Land
Board, utilizing all reasonable means and methods, including but not limited to gate counters,
game cameras and Unmanned Aerial Systems (UAS). The use of UAS will be in accordance with
applicable Federal Aviation Administration (FAA) rules and regulations.. Lessee will cooperate
and not interfere with alt reasonable means and methods of access, inspection, and monitoring
including taking actions necessary to comply with FAA rules and regulations.
B. Additional Uses
i. The right to sell, exchange, or otherwise dispose of all or any portion of the Premises during
the term of this tease.
ii. The right to lease all or any portion of the premises to other persons for the purposes of
exploring for and removing timber, minerals, ores, metals, coal, asphaltum, oil, gas, sand,
gravel, clay, quarry products, peat, geothermal resources, and all other naturally occurring
resources, together with reasonable and adequate rights of entry and surface rights necessary
or convenient to exercise such reserved rights.
Revised DOOI.111 /2019
Page 8 of 17
iii. The State Land Board reserves title to alt water rights associated or appurtenant to the
Premises. In addition, no water, ditch, reservoir, well, spring, seepage or other right,
permit, or use of any kind ("Water Right") may be initiated., established, appropriated or
adjudicated (for use on or off the Premises) by Lessee without the prior written approvalof
the Board. AU applications and documents pertaining to any such Water Right must be made
in the name of the Board, and the Board reserves the right to make or convert any related
applications or documents in or to its own name. Any such Water Right, approved or
unapproved is the sole and absolute Property of the Board without cost to the Board.
iv. The right at any time to grant a right-of-way upon, over, under, through, or across all or any
part of the Premises for any ditch, reservoir, railroad, communication system, electric power
tine, pipeline, schoolhouse, or other lawful purpose. Such grants shall be compatible with the
rights and privileges granted to Lessee herein, and shall be subordinate to the rights of
Lessee. Any new grant of easement or right-of-way upon, over, or across the Premises shalt
include provisions requiring that any and ail damages caused to any structures or Authorized
Improvements placed upon the surface of the Premises subsequent to the date hereof shall be
repaired by and at the expense of the party to whom the easement or right-of-way was
granted.
v. The right to put the Premises to additional uses by granting additional teases, permits, access,
or rights to the Premises or any portion thereof, at any time and for any purpose, including
but not limited to hunting, fishing and other recreational purposes.
vi. All rights, privileges and uses of every kind or nature not specifically granted to Lessee by
this lease,
vii. The right to dispose of surface where the State Land Board is the surface owner subject to
the terms and conditions of this lease.
viii. The right at any time to place the Premises into the Stewardship Trust as set forth in
Section 10 (1)(b)(I) of Article IX, of the State Constitution. Placement into the Stewardship
Trust can be made under conditions such that this placement will not unreasonably interfere
with the rights and privileges of Lessee.
19. ASSIGNMENTS, SUBLEASING AND ENCUMBRANCES
A. This lease shall be binding on the parties hereto, their heirsrepresentatives, successors and permitted
assigns.
B. This lease shalt not be assigned, transferred or sold, voluntarily or by operation of law, without the
prior written consent of the State Land Board. It shall be understood that any name change, or
changes in ownership of the Lessee shall be considered an assignment. Consent to an assignment
shall be at the State Land Board's sole discretion and upon such terms and conditions as determined
by the State Land Board.
C. Assignment or other transfer without written consent of the State Land Board shall not result in a
novation of this lease, and shall, nevertheless, make the assignee responsible and liable, along with
the Lessee, for performing this lease. The acceptance by the State Land Board of any payment due
Ike • sal DO I 0 1,r 201 i}
Page 9 of 17
hereunder from any person other than the Lessee shall not be deemed a waiver by the State Land
Board of any provision of this lease or to be consent to any assignment.
D. Subleasing, encumbering, pledging or otherwise transferring this tease is expressly prohibited under
the terms of this lease.
E. The State Land Board's approval of an Assignment shall not relieve Lessee from any tiabitity that may
have arisen under the tease prior to the Assignment.
20. DEFAULTS AND REMEDIES
A. Defaults
The occurrences of any one or more of the following events shalt constitute a default hereunder by
the Lessee:
i. Failure by the Lessee to make any payment of rental or other payment of additional rental or
charge required to be made by the Lessee hereunder, as and when due.
ii. Use of the Premises by the Lessee, its successors and assigns or attempted use of the Premises for
any other purpose than those permitted by this tease without the written consent of the State Land
Board.
iii. Failure by the Lessee to perform any of the covenants, conditions or requirements contained
herein.
Any of the above events of default may be cured by the Lessee within thirty (30) days after written
notice thereof from the State Land Board to the Lessee in accordance with the "Miscellaneous, Notices"
section of this lease. If the nature of the Lessee's default is such that more than thirty (30) days are
reasonably required to cure such default, then the Lessee shall not be deemed to be in default if the
Lessee shall commence such cure within said thirty (30) day period and thereafter diligently pursue
such cure to completion.
B. Remedies
In anyevent of default and in addition to any or all other rights or remedies of the State Land Board
hereunder or by the law provided, the State Land Board may exercise the following remedies at its sole
option:
i) Termination. Terminate the Lessee's right to possession of the Premises by any lawful means, in
which case this lease shall terminate and the Lessee shall immediately surrender possession of
the Premises to the State Land Board according to the terms of the "Surrender" section of this
lease. In such event of termination, the State Land Board shall be entitled to recover from the
Lessee:
1) The unpaid rental, taxes and damages which have accrued up until the time of termination
together with interest; and
2) Any other amount necessary to compensate the State Land Board for the Lessee's failure to
perform its obligations under this lease or which would be likely to result therefrom, including,
but not limited to, the cost of recovering possession of the Premises, expenses of reletti ng,
including necessary repair, renovation and alteration of the Premises, reasonable attorney's
fees, and any other reasonable costs.
Revised LX )L 01/2019
Page 10 of 17
3) The interest shall be one and one-half percent (1-1/2%) per month. Said interest shall accrue
from the dates such amounts accrued to the State Land Board until paid by the Lessee.
ii) Rental During Unlawful Detainer. In any action for unlawful detainer commenced by the State Land
Board against the Lessee by reason of any default hereunder, the reasonable rental value of the
Premises for the period of the unlawful detainer shall be two (2) times the current rental and other
charges or payments to be made by the Lessee under this lease for such period.
iii) Cumulative Rights. The rights and remedies reserved to the State Land Board, including those not
specifically described, shall be cumulative, and the State Land Board may pursue any or all of such
rights and remedies, at the same time or separately.
21. SURRENDER
Upon expiration or termination of this tease, the Lessee shall peaceably and quietly leave, and surrender
possession of the Premises to the State Land Board, and at its own expense shall promptly and diligently
within thirty (30) days remove, demolish and/or clear off from the Premises all Authorized
Improvements, other improvements, and personal property and restore the surface to its original
condition. Any Authorized Improvements and personal property remaining after thirty (30) days shall, at
the option of the State Land Board, become the property of the State Land Board. In addition, State
Land Board shall be entitled to recover from the Lessee the costs of removing any Authorized
Improvements, facilities and personal property and the costs of restoring the surface to its original
condition. This right to recover costs shall remain in effect after the termination or expiration of this
lease.
Notwithstanding any provisions to the contrary, the Lessee shall have no right to remove, alter or
demolish all or part of the Lessee's Authorized Improvements or personal property at any time the Lessee
is in default or breach of any term, provision or covenant of this lease.
22. HAZARDOUS SUBSTANCES
A. The Lessee shall not place, store, use or dispose on the Premises, temporarily or permanently, any
substance that is hazardous, toxic, dangerous or harmful or which is defined as a hazardous
substance by the Comprehensive Environmental Response Compensation and Liability Act,
42USC9601. These substances shall be referred to collectively as "hazardous substances".
B. The Lessee is also prohibited from storing any gasoline or other fuel on the Premises without the
State Land Boards prior written permission.
C. The Lessee shall immediately notify the State Land Board of all spills, releases, inspections,
correspondence, orders, citations, notices, fines, response and/or cleanup actions, and violation of
laws, regulation or ordinance which affect the Premises.
D. Lessee shall be solely liable for all liability, damages, costs or claims, including attorneys' fees
arising from or inconnection with activities caused or permitted by Lessee, or which Lessee knew or
should have reasonably known about concerning hazardous substances and hereby indemnifies the
State Land Board against the same.
Inc. iced DO1.01/2019
Page 11 of 17
23. CONDEMNATION
A. If all of the Premises are taken by any public authority under the power of eminent domain, this
tease shall terminate as of the date possession was taken by said public authority pursuant to such
condemnation. If part of the Premises is taken and, in the opinion of either the State Land Board or
the Lessee, it is not economically feasible to continue this lease, either party may terminate this
tease.
B. Such termination by either party shall be made by notice to the other party given not tater than
thirty (30) days after possession is so taken. If part of the Premises is taken and neither the State
Land Board nor the Lessee elects to terminate this lease the payment due under this lease shalt be
abated in the same proportion as the portion of the Premises so taken bears to the whole of the
Premises.
C. All damages awarded for the taking or damaging of all or any part of the Premises, or State Land
Board -owned improvements thereon, shall belong to and become the property of the State Land
Board, and the Lessee hereby disclaims and assigns to the State Land Board any and all claims to
such award. The State Land Board shall not claim any interest in any Authorized Improvements.
D. If the temporary use (defined as less than one year) of the whole or any part of the Premises shall be
taken at any time during the term of this tease, the Lessee shall give prompt notice thereof to the
State Land Board; however, the term, rentals and other obligations of the Lessee under this tease
shalt not be reduced or affected in any way. The Lessee shall be entitled to compensation as
determined by applicable law for any such temporary taking of the Premises.
24. LIENS AND CLAIMS
A. Mechanics' Liens
The Lessee shalt not suffer or permit to be enforced against the Premises, or any part thereof, or any
Authorized Improvements thereon, any mechanics', materialmen's, contractors', or subcontractors'
liens arising from, or any claim for damage growing out of, the work of any construction, repair,
restoration, replacement or improvement, or any other claim or demand howsoever the same may
arise, but the Lessee shall pay or cause to be paid all of said liens, claims, or demands, before any
action is brought to enforce the same against the Premises or Authorized Improvements.
The Lessee agrees to defend, indemnify and hold the State Land Board and the Premises free and
harmless from all liability for any and alt such liens, claims, demands, and actions (collectivety, the
'}liens") together with reasonable attorney's fees and att costs and expenses in connection herewith,
B. Rights to Contest
Notwithstanding the foregoing, if the Lessee shall in good faith contest the validity of any such lien,
then the Lessee shall at its sole expense defend itself and the State Land Board against the same and
shall pay and satisfy any adverse expense or cost or adverse judgment that may be rendered thereon
before the enforcement thereof against the State Land Board or the Premises, upon the condition that
if the State Land Board shall require, the Lessee shall furnish a surety bond satisfactory in form and
amount to the State Land Board. Said bond shall not be less than one hundred twenty percent (120%)
of such contested Lien indemnifying the State Land Board against liability for the same, and holding the
Premises free from the effect of such Hen.
Revised T ()I._ UI/2.0ic
Page 12 of 17
C. Posted Notice
The Lessee shall, upon execution of this lease at its cost, prepare a Notice, pursuant to CRS
538-22-105, and cause the same to be posted for the purpose of protecting the State Land Board
against any liens or encumbrances upon the Premises by reason of work, labor, services or materials
contracted for or supplied to the Lessee.
D. The State Land Board's Liens
To secure the payment of any Rental that becomes due, and to satisfy all reasonable costs and fees
incurred by the State Land Board in recovering said Rental, the State Land Board shall have a
contractual lien on any and all Authorized Improvements (the "Rent Lien") and their proceeds in any
disposition. Any security interest granted in any Authorized Improvement, including a collateral
assignment, will be subordinate to the Rent Lien. Lessee has the affirmative obligation to give
notice of these Liens to any lender, investor or prospective secured party. The State Land Board
agrees to work with Lessee's lenders, investors, or prospective secured parties to make satisfactory
arrangements for the suspension or discharge of such Bens.
25. MISCELLANEOUS
A. False Statements
Any fake certification or statement by the Lessee in the application, public disclosure statement or
qualification of financial responsibility statement required to be submitted with the application for the
tease, or in any other document or report required to be submitted under this lease, shall at the
discretion of the State Land Board, result in termination of this (ease and an action for damages.
Lease Document Controls
In the event of inconsistency or conflict between this lease and documents incorporated herein by
reference, this lease shalt control.
C. Compliance With Laws
The Lessee shall comply with all applicable federal, state and local ordinances, regulations and laws
including but not limited to criminal, land use, fencing, noxious weed, environmental, wetlands
protection, hazardous waste, health and safety laws, ordinances and regulations regarding the
Premises and activities conducted thereon or by virtue thereof. Furthermore, the Lessee shall not use
or permit the Premises to be used in violation of any such rule, regulation or taw; or for any purpose
tending to damage or harm the Premises or improvements thereon or adjacent thereto, or the image or
attractiveness thereof; or for any improper, offensive or immoral use or purpose; or in any manner
which shalt constitute waste, nuisance or public annoyance. The Lessee shall immediately notify the
State Land Board of all spills, releases, inspections, correspondence, orders, citations, notices, fines,
response and/or cleanup actions, and violation of laws, regulation or ordinance which affect the
Premises.
D. Lessee's Authority
If the Lessee is an entity other than an individual, each individual executing this tease on behalf of said
entity represents and warrants that he or she is duly authorized to execute and deliver this lease on
behalf of said entity and that this lease is binding upon said entity in accordance with its terms. The
Lessee shall deliver a certified copy of the appropriate document evidencing authorization for such
execution,
E. Entire Agreement
Page 13 of 17
Revised MI O I /2019
This tease and all documents incorporated herein by reference represent the entire agreement
between the parties hereto. No oral agreement or implied covenant shall be held to vary the
provisions hereof.
F. Amendments
This lease shall not be amended or ratified except by written document executed by the parties
hereto.
G. certain Rules of Construction
Time is of the essence in the performance of this lease. Unless the context clearly implies otherwise,
each and every act to be performed or obligation to be fulfilled by the Lessee under this tease shalt be
performed or fulfilled at the Lessee's sole cost and expense. Lessee's failure to perform any of its
obligations under this Lease in a timely manner shall be a breach of this tease.
H. Governincl Law and Venue
This lease shalt be governed by and construed in accordance with the laws of the State of Colorado and
venue shalt be in the city and county of Denver or the county in which the premises is located.
l , Notices
Every notice, demand, request, designation, consent, approval or other document or instrument
required or permitted to be served hereunder shalt be in writing, shall be deemed to have been duty
served on the day of receipt and shall be sent by United States mail, postage prepaid. The parties may
change the place for serving of such papers on it, or provide for the delivery of not more than two (2)
additional copies, by giving the other party at least ten (10) days prior written notice to such effect..
J. Severability
If for any reason provisions of this tease or the application thereof to any person or circumstances,
shall to anyextent, be deemed invalid or unenforceable, the remainder of this tease shalt not
necessarily be affected thereby and each provision of the lease shalt be valid and enforceable to the
fullest extent permitted by taw.
K. costs of Suit: Attorney's Fees
In the event that the State Land Board shalt, without fault on the State Land Boards part, be made
party to any litigation instituted by the Lessee or by any third party against the Lessee, or by or against
any person holding under or using the Premises by license of the Lessee, or for the foreclosure of any
lien for labor or material furnished to or for the Lessee or any such other person or otherwise arising
out of or resulting from any action or transaction of the Lessee or of any such other person, the Lessee
hereby indemnifies and holds the State Land Board harmless from and against any judgment rendered
against the State Land Board or the improvements or any part thereof, and all costs and expenses,
including reasonable attorney's fees, incurred by the State Land Board in or in connection with such
litigation. This provision shall survive the termination, cancellation or relinquishment of this lease.
L. Archaeology
It is contrary to state and federal law to excavate, appropriate or disturb any historical, prehistorical
or archaeological site or resource on any lands administered by the State Land Board. Discovery of a
suspected site or resource shalt be immediately brought to the attention of the State Land Board and
the State Archaeologist.
M. Colorado Open Records Act ("CORN') Disclosure
To the extent not prohibited by federal law, this tease and the performance measures if any, are
subject to release through CORA, C.R.S. 5 24-72-200.0 et seq.
Revised DO I.01 2019
Page 14 01 17
26. HOLDING OVER
If Lessee remains in possession of the Premises after the termination of this tease (by expiration or
otherwise) Lessee shall be liable for rental during such holdover possession. The reasonable rental during
a holdover possession shalt be two (2) times the current rental. At the State Land Board's option, the
Lessee shall be construed to be in possession of the Premises and to be occupying the same so long as the
Premises are used in any way to any extent by Lessee, or so long as any of his authorized or unauthorized
improvements remain on the Premises. Continued occupancy shall not establish a new or extended lease
term or other right, no matter how long maintained and regardless of the State Land Board's knowledge
thereof.
27. ONGOINOBLIGATIONS
Termination, surrender, or relinquishment shall not release or excuse Lessee from any liability: (1) for
known or unknown waste or damage to the Premises, including environmental damage which arose from,
or in connection with, Lessee's use or occupancy of the Premises; (ii) to the State Land Board, including
all rent owed under this Lease, which accrued prior to the date of such relinquishment; (iii) from the
obligations to restore or revegetate the surface and to maintain or remove Authorized Improvements or
other Lessee property; or (iv) from any other requirement of this tease that survives the Termination of
this Lease. Upon relinquishment, Lessee shall not be entitled to a refund of any rent previously paid.
Any term, condition, restriction, reservation or covenant that gives rise to any rights or claims of the
State Land Board against Lessee shall be deemed to survive the termination, relinquishment, surrender
or abandonment of this lease until all claims and issues have been settled or resolved.
28+ STATE LAND BOARD'S AUTHORITY
This lease is entered into pursuant to the authority granted to the State Land Board by Colorado state law.
29. ADDITIONAL CONDITIONS
Additional conditions, if any, are set forth below or on an attached rider, and made a part hereof.
Must coordinate with the State Land Boards oil and gas Lessee regarding the existing vertical and
horizontal wells within the site vacinity.
30. NO WAIVER
No failure by either party to exercise and no delay in exercising any right, power or privilege hereunder
will operate as a waiver hereof, nor will any single or partial exercise of any right or privilege hereunder
preclude further exercise of the same right or the exercise of any right hereunder. A waiver on one or
more occasions of any provisions hereof shall not be deemed a continuing one.
[Signature Page Follows]
Revised E f)I (11/2019
Page 15 of 17
IN WITNESS WHEREOF, Lessor and Lessee, by their signatures below, agree to the terms of this Lease:
TCA MICROGJ D ENERG LLC: PIVOT ENERGY, LLC
By:
Signature
ova
41"4(
Printed Name
(Seat)
114q/j_di
Date
Title
STATE OF COLORADO BY THE
STATE BOARD OF LAND COMMISSIONERS
By:
Date:
Page 16 of 17
David S. Rodenberg, Reat Estate P 'rtfolio Agent
ail I / 19
Revised IX I_ 01/20'0
EXHIBIT A
Solar Energy Planning Lease No. 112906
THE PREMISES
Township Range Section Subdivision
3N 66W 16
Containing 10.00 acres, more or Less
Page 17 of 17
NE
Hello