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Home My WebLink About20202399.tiffRESOLUTION RE: APPROVE CANCELLATION AND RELEASE OF COLLATERAL, REASSIGN IMPROVEMENTS AND ROAD MAINTENANCE AGREEMENT, AND ACCEPT REPLACEMENT COLLATERAL FOR USE BY SPECIAL REVIEW PERMIT, USR15-0021 - RJM LAND COMPANY, LLC, C/O BNN WESTERN, LLC (FORMERLY C/O WHITING OIL AND GAS CORPORATION) WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, by Resolution dated July 15, 2015, the Board approved the application of RJM Land Company, LLC, 13217 CR 15, Sterling, CO 80751-9512, c/o Whiting Oil and Gas, 1700 Broadway, Suite 2300, Denver, CO 80290, for a Site Specific Development Plan and Use by Special Review Permit, USR15-0021, for Mineral Resource Development Facilities, Oil and Gas Support and Service (non-commercial Class II Oilfield Waste Disposal Facility — saltwater injection facility) in the A (Agricultural) Zone District, on the following described real estate, being more particularly described as follows: Subdivision Exemption, SUBX15-0012; being part of the S1/2 of Section 19 Township 10 North, Range 57 West of the 6th P.M., Weld County, Colorado WHEREAS, on January 27, 2016, the Board of County Commissioners of Weld County, Colorado, approved an Improvements Agreement According to Policy Regarding Collateral for Improvements, between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and RJM Land Company, LLC, do Whiting Oil and Gas Corporation, with further terms and conditions being as stated in said agreement, and accepted collateral in the form of Performance Bond #RLB0016310, through RLI Insurance Company, 8 Greenway Plaza, Suite 400, Houston, TX 77046, in the amount of $2,400.00, and WHEREAS, staff from the Weld County Departments of Public Works received a letter, dated April 23, 2020, from the new owner, RJM Land Company, LLC, do BNN Western, LLC, 370 Van Gordon Street, Lakewood, CO 80228, as evidenced by the Assignment and Assumption of Leases and Other Agreements (recorded with the Weld County Clerk and Recorder at reception #4173229), requesting the Board of County Commissioners release the currently held collateral for USR15-0021, Performance Bond #RLB0016310, in the amount of $2,400.00, reassign the Improvements and Road Maintenance Agreement, and accept replacement collateral from the new owner, RJM Land Company, LLC, do BNN Western, LLC, in the form of Performance Bond #SUR0060190, through Argonaut Insurance Company, P.O. Box 469011, San Antonio, TX 78246, in the amount of $2,400.00, and WHEREAS, upon recommendation of staff, the Board deems it advisable to release said collateral, Performance Bond #RLB0016310, through RLI Insurance Company in the amount of $2,400.00 to Whiting Oil and Gas, reassign the Improvements and Road Maintenance Agreement to the new owner, RJM Land Company, LLC, do BNN Western, LLC, and accept collateral for improvements in the form of Performance Bond #SUR0060190, through Argonaut Insurance Company, in the amount of $2,400.00. 4620333 Pages: 1 of 2 08/18/2020 10:46 AM R Fee:$o.00 Carly Koppes, Clerk and Recorder,; Weld County, CO ■1111 ��RJ�I �'4�I If ��l:r«I4� � 1�ti11111 cat Po. CER/CFI / lOO 17'Tm / -1-t-) Pt- Pt-CCG(KR) Ogl SO a0 2020-2399 PL2356 CANCEL AND RELEASE COLLATERAL, REASSIGN IMPROVEMENTS AND ROAD MAINTENANCE AGREEMENT AND ACCEPT REPLACEMENT COLLATERAL - RJM LAND COMPANY, LLC, C/O BNN WESTERN, LLC (FORMERLY C/O WHITING OIL AND GAS CORPORATION) PAGE 2 NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that Performance Bond #RLB0016310, through RLI Insurance Company in the amount of $2,400.00, that was provided by Whiting Oil and Gas Corporation, 1700 Broadway, Suite 2300, Denver, CO 80290, be, and hereby is, canceled and released, that the Improvements and Road Maintenance Agreement is reassigned to RJM Land Company, LLC, c/o BNN Western, LLC, 370 Van Gordon Street, Lakewood, CO 80228, and replacement collateral in the form of Performance Bond #SUR0060190, through Argonaut Insurance Company, P.O. Box 469011, San Antonio, TX 78246, in the amount of $2,400.00, be, and hereby is, accepted. BE IT FURTHER RESOLVED by the Board that the Clerk to the Board be, and hereby is, directed to return said collateral to the appropriate issuing party. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 5th day of August, A.D., 2020. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: ddavo ;(1 Weld County Clerk to the Board BY: DAAI:j eputy Clerk to the Board APPVED AS Coun % Attorney Date of signature: OcS/I?/22 4620333 Pages: 2 of 2, 08/18/2020 10:48 AM R Fee:$O.00 Carly Koppes, Clark and Recorder, Weld County, CO VIII �U��PII�I:I'�h�'��Y�I�l�4'�W Irl+ Yoh IN 1 Mike Freeman, Chair Kevin D. Ross 2020-2399 PL2356 z0A,Ac-e/D.IY5q; BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW/Regular or Consent Hearing Agenda REQUEST RE: BOCC Agenda Item — Release Collateral, Re -Assign Agreement, and Accept Replacement Collateral For: RJM Land Company, LLC c/o Whiting Oil and Gas Corporation — USR15-0021 DEPARTMENT: Public Works DATE: June 5, 2020 PERSON REQUESTING: Jazmyn Trujillo -Martinez Brief description of the issue: The Department of Public Works received a request from Whiting Oil and Gas Corporation, requesting that the Board of County Commissioners consider releasing the currently held collateral for Whiting Oil & Gas Corporation, in the amount of $2,400, re -assign the Improvements and Road Maintenance Agreement for (USR15-0010) from RJM Land Company, LLC c/o Whiting Oil and Gas Corporation to RJM Land Company, LLC c/o BNN Western, LLC, and accept replacement collateral provided by BNN Western, LLC procured in the form of Performance Bond #SUR0060190, a copy of which is hereto attached. The Assignment and Assumption of Leases and Other Agreements has been provided to demonstrate that BNN Western, LLC has agreed to accept all obligations related to USR15-0021. Weld County Public Works and the County Attorney's Office have reviewed the above -mentioned signed original document and Collateral requirements and recommends this release of collateral, re -assign, and acceptance of replacement collateral: What options exist for the Board? 1. Have this BOCC Hearing item be placed on the next available agenda as part of the Regular Agenda. Weld County Collateral List: RJM Land Company, LLC, c/o Whiting Oil and Gas Corporation Improvements Agreement (PL2356 #2016-0407) Performance Bond #RLB0016310 Noncancellable — Renews Annually Automatically $2,400.00 Recommendation: Option 1. The Departments of Public and the County Attorney's Office are recommending approval of the release of collateral, re -assignment of agreement, and acceptance of replacement collateral of the Improvements & Road Maintenance Agreement According To Policy Regarding Collateral For Improvements for USR15-0021, and that this item be placed on the next regularly scheduled BOCC Hearing, as part of the Regular Agenda. Approve Recommendation Mike Freeman, Chair Scott K. James Barbara Kirkmeyer Steve Moreno, Pro -Tern Kevin D. Ross Schedule as Regular BOCC Hearing Item Other/Comments: 2020-2399 02/05 PL2356 Cheryl Hoffman From: Sent: To: Subject: Attachments: Jazmyn Trujillo Martinez Monday, June 8, 2020 7:31 AM Cheryl Hoffman; Dawn Anderson; Elizabeth Relford; Esther Gesick; Jay McDonald; Karla Ford; Trace Anderson BOCC PA REVIEW - USR15-0021 - RJM Land Company, LLC c/o Whiting Oil and Gas Corporation PA and Signed Reassign IA USR15-0021.pdf ATTACHED BOCC PA REVIEW Improvements Agreement: Release Collateral, Re -Assign Agreement, and Accept Replacement Collateral for Improvements and Road Maintenance Agreement Case/Applicant: USR15-0021 - RJM Land Company, LLC c/o Whiting Oil and Gas Corporation Please note: Regular Agenda Thanks Karla! Best, Jazmyn Trujillo -Martinez Development Review Weld County Public Works 1111 H Street, P.O. Box 758 Greeley, CO 80632 (970)400-3711 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 1 IMPROVEMENTS & ROAD MAINTENANCE AGREEMENT ACCORDING TO POLICY REGARDING COLLATERAL FOR IMPROVEMENTS RJM Land Company, LLC, C/O BNN Western, LLC — USR15-0021 7 THIS AGREEMENT is made this day of , 2020 , by and between RJM Land Company, LLC, hereinafter referred to as "Property Own :1 ," BNN Western, LLC, hereinafter called "Lessee", and the County of Weld, by and through its Board of County Commissioners, hereinafter referred to as "County." WITNES SETH: WHEREAS, Property Owner is the owner of the property described in the application to Use by Special Review USR15-0021, referred to as "the Property," which has been approved by the County, and WHEREAS Lessee has leased the Property from the Property Owner and WHEREAS, as a condition of approval of USR15-0021, the Lessee agrees to complete the improvements required by this Agreement, pursuant to Exhibit A (Costs), Exhibit B (Schedule), Exhibit C (Plat Map) and Exhibit D (Construction Plans), which are each incorporated herein, and WHEREAS, the parties agree that the Lessee shall provide collateral for all off -site improvements required by this Agreement before the Lessee submits and receives approval of an application for a Grading Permit, Building Permit or for a Right -Of -Way Permit for construction of accesses and work within the County and/or State of Colorado Right -Of -Way, or at a time determined acceptable by the Board of County Commissioners. NOW, THEREFORE, IN CONSIDERATION OF the foregoing and of the promises and covenants contained herein, the parties hereto promise, covenant and agree as follows: Part 1 (of 2): Site Specific Provisions A. Required Off -Site Improvements: 1.0 Weld County Roads: The Lessee shall be responsible for the construction and maintenance of the following off -site safety improvements, as described in the accepted Exhibit C (Plat Map) and/or Construction Plans (Exhibit D): 1.1 Construction of adequate turning radii sixty (60) feet at the main entrances and exits which extend partially into CR's 116 & 133 right-of-way (ROW); For the purposes of this Agreement, the "facility access", the "main entrance", and the "facility entrance" shall mean the intersection at which CR 116 and CR 133 meet. 1.2 Drainage installations; 1.3 Signage Installations; 1.4 Standard County approved tracking control, placed across the entire width of the roadway, to ensure a complete revolution of the truck tires in order to minimize the tracking of mud and debris onto the adjacent County Road; Page 1 of 12 4618983 Pages: 1 of 16 08/13/2020 12:34 PM R Fee:$0.00 Carly Koppes, Clerk and Recorder, Weld County, CO iii 1 �1l: IW 'I '�i 'Ili �M� k��h r� l ��4111ti�iti 11111 o2o.-x.399 Granting of any new point of access may generate additional obligations with County for Off -Site Improvements and the need to post additional "Road Maintenance Collateral", if applicable. A County access permit is needed for every access to a County road. 2.0 Road Improvements Responsibilities: Lessee is solely responsible for all designated improvements and for all expenses associated therewith. 3.0 Timing of Improvements: Subject to the provisions of Weld County Code and any conditions or considerations granted by the Board of County Commissioners, Lessee shall not be required to complete the aforementioned offsite improvements until the occurrence of the triggering event for each improvement, namely the application for the Grading Permit, Building Permit or Right -Of -Way access permit or the commencement of activities on the property(s). B. Haul/Travel Routes 1.0 Established Haul Routes from the facility access point: 1.1 Exiting or entering the site: haul vehicles shall enter or exit the site at the approved access onto CR's 116 & 133 for further dispersal. Any County roads routinely utilized by USR haul traffic may become part of the established haul routes. 1.2 No haul vehicles may exceed CDOT required specifications for pounds per axle. 1.3 In unusual or rare occasions, if particular projects mandate deviation from the above - mentioned haul route, the County may approve a deviation for a limited period of time (not more than thirty days). If County approves such deviation, haul vehicles will utilize paved county roads whenever possible. A deviation from the established Haul route lasting more than thirty (30) days or requests for two or more deviations within a twelve month period shall be subject to the terms of Section B.4.0. In the event that haul route traffic, in excess of 15% of the daily facility haul vehicle trips, utilizes alternate haul routes, the provisions of Section 4.0 of this Section B shall be triggered. 2.0 No Deviation from Approved Haul Routes: Except under the provisions provided in Section B.1.3, no deviation in the use of any roads other than those specifically authorized for use in this Agreement is permitted without the prior written amendment of this Agreement. 3.0 Haul Route Signage(If Applicable): Lessee shall install haul route signs, as per MUTCD standards, at all exit points of the Property which can be clearly seen by drivers leaving the facility and which clearly depict County approved haul routes. 4.0 Effect of Future Changes to Haul Routes: Any future changes to haul routes requiring use of unpaved County road may require dust control or paving of such roads, as defined by an amended agreement. In such circumstance, County will determine the proportionate share of dust control and/or paving costs to be paid by Lessee based upon then current vehicle trip counts that identify traffic loading due to Lessee's facility. The amount and extent of dust control and/or paving measures will be determined by site -specific conditions at the time, as determined exclusively by County personnel. Page 2 of 12 4618983 Pages: 2 of 16 08/13/2020 12:34 PM R Fee:$0.00 Carly Koppes, Clerk and Recorder, Weld County, CO MIMI!:YI I+J Irt4Iivh 1I II 5.0 Off -Site Dust Control/Abatement: The Lessee is required to provide dust abatement along affected Haul Route Roads approximately two to five times per year, as determined by the County. County will determine the proportionate share of dust control to be paid by Lessee. The amount and extent of dust control measures will be determined by site -specific conditions at the time, as determined exclusively by County personnel. The County reserves the right to install traffic counters on the driveway(s) of the Lessee's facility. The County will have sole responsibility for determination of the percentage of haul route traffic on all affected roads. 6.0 Obligation to Maintain Current and Future Haul Routes: Lessee will be fmancially responsible for the excavation, repair, and patching of any damage on current or future haul route roads, which in the sole opinion of County has been created by vehicle traffic to and from the Property. Should Lessee's site activities or vehicle circulation patterns change in the future so that County approves an alternate haul route, and all or a significant portion of Lessee's sourced traffic no longer utilizes the above -described haul route and instead utilizes other portions of County roads, Lessee shall cooperate with County in maintenance of said roads which are included within the new haul route. The type and method of repair will be determined by the County Engineer or his representative. Repairs shall commence within 48 hours of notification by the County for any roadway damage that exposes the driving public to adverse or unsafe driving conditions. All other repairs shall commence within thirty (30) days of receipt of Weld County's written notice. 6.1 Need for Immediate Repairs: In the event of damage to an Approved Haul Route by Project traffic that causes an immediate threat to public health and safety or renders the road impassible ("Significant Damage"), County shall, after inspection, notify Lessee of such Significant Damage. Lessee shall identify the repair required and shall consult with County on the extent, type, timing, materials and quality of repair (i.e. temporary versus permanent) within twenty-four (24) hours after receipt of such notice and shall commence such repair within forty-eight (48) hours after receipt of such notice. If such repair is not commenced within such forty-eight (48) hour period, County shall have the right to draw on the Road Maintenance Collateral and use such funds to perform such repair. If Lessee identifies Significant Damage prior to receiving notice thereof from County, Lessee may commence repair of such Significant Damage and shall concurrently notify County of the extent, type, timing, materials and quality of repair (i.e. temporary versus permanent). 6.2 Repair of Road: On or before December 31 of the calendar year in which County staff has determined through site analysis and/or pavement testing that a particular haul route road portion will require paving measures in order to protect the public health, safety, and welfare, and has budgeted sufficient funds for the following calendar year to pay its share of the Off -Site Improvement/Repair Costs, County shall notify Lessee in writing that the Off -Site Improvements/Repairs shall be undertaken. Within ninety (90) days of its receipt of County's notice of the need to undertake the road maintenance repairs and/or improvements, Lessee shall submit Off -Site Construction Plans and Cost Estimates to County for review. Lessee shall have sole responsibility for the completion of the repairs and/or improvements on or before December 15 of the year following County's notice of the need for repairs. 6.3 In County's sole discretion, County may undertake the repairs and/or improvements. Lessee's payment for its Proportionate Share of the road repairs/improvements will be calculated as described in this Agreement. Page 3of12 4618983 Pages: 3 of 16 08/13/2020 12:34 PM R Fee:$0.00 Carly Koppes, Clark and Recorder, Weld County, CO 11111 ,Ir aiii:111 '«A'Pa1I' MI lab Bill 7.0 Annual Road. Inspection: County will conduct a road inspection annually with the cooperation of Lessee and all other Property Owners and/or Lessees who are required by County to participate in road improvement/maintenance agreements. As a result of the annual inspection, County, in its sole discretion, shall determine actual conditions and shall further determine what road repair/improvement/maintenance work is to be performed during that construction season. Notification to the Lessee of the required roadway repairs will be given as soon as the data becomes available. 8.0 Future Improvements to Haul Routes: If traffic volume or conditions require future improvements to be made to the haul route(s), including intersections, the County may require Lessee to pay a proportionate share of the cost of the entire project. Future improvements will be subject to any Federal, State or County regulations in place at the time the improvement project is initiated. Due to the increased traffic volumes at the facility below is a list of triggers for the improvements for the upgrading, widening, and/or paving of County maintained CR's 116 & 133 in the area of the facility entrance: a. 200 vehicles per day Mag-Chloride b. 300 vehicles per day Alternate Pavement c. 400 vehicles per day Asphalt Pavement 9.0 Future Road Replacement: At any time in the future, if, in the opinion of County, road damage increases beyond the point that repair of damage cannot maintain the road in a safe and usable condition, Lessee shall pay a proportionate cost of a complete road restoration. Notification to the Lessee of the required roadway replacements will be given as soon as the data becomes available and typically takes place before the end of the year prior to the start of the replacement project. 10.0 Proportionate Share of Road Maintenance Responsibilities: 10.1 Lessee shall pay its Proportionate Share of costs of dust control/abatement, paving, repairs, maintenance, improvements, or future road replacement of any particular Haul Route Road. Lessee's Proportionate Share shall be based upon the percentage of traffic on the road that is attributable to Lessee's facility. County personnel will determine the percentage based on then current Equivalent Single Axle Load (ESAL) Counts. Lessee shall not be responsible for traffic that is not sourced from the Lessee's facility. 10.2 The County shall notify Lessee of County's preliminary determination and assessment of Lessee's proportionate share of costs. Prior to County's final determination and assessment, County shall provide Lessee with a reasonable opportunity to review, comment upon and supplement County's data, collection methodology, and determinations. The County shall review and consider Lessee's input prior to making a final determination and assessment. The County shall have sole responsibility for determination of Lessee's proportionate share of costs. 11. Road Maintenance Collateral: Lessee shall post Road Maintenance Collateral as described by Part 2 of this Agreement. Page 4 of 12 4618983 Pages: 4 of 16 08/13/2020 12:34 PM R Fee:$0.00 Carly Koppee, Clerk and Recorder, Weld County, CO Eii �u�� w II �i �. wr i� �i ii I C. On -Site Improvements (Not Applicable) 1.0 Landscaping and Fencing Requirements: Lessee shall at its own expense, plant, install and/or maintain all grass and other landscaping and re -seeding where applicable as shown on the accepted Construction Plans and/or Plat Map. Additionally, the Lessee shall install and/or maintain fencing to screen the property where applicable as indicated on the accepted construction plans and/or Plat Map. In the event any of these improvements may include work extending into State or County Right -Of -Way, a Right -Of -Way or access permit is required. 2.0 On -Site Grading, Drainage Facilities and Paving: Lessee shall, at its sole expense, grade and/or pave, if applicable, specified roadways, accesses, easements and parking areas, and install accepted drainage and signage components, adjacent to or within the interior portion of the property in accordance with the directives of the Weld County Department of Public Works and Department of Planning Services, as further described in the accepted Construction Plans and Plat Map. Any other on -site improvements shall be completed as indicated on the accepted Construction Plans for this facility. Lessee shall be responsible for all maintenance of the on -site improvements. Additional infrastructure improvements will be addressed at the time of application for any future amended USR. Some of these improvements may include work extending into State or County Right -Of -Way in which case a Right -Of -Way or access permit is required. 3.0 Timing of Improvements: Subject to the provisions of Weld County Code and any conditions or considerations granted by the Board of County Commissioners, Lessee shall not be required to initiate any applicable landscaping requirements until the occurrence of the triggering event for all improvements, namely the approval of the grading permit or an amendment to the existing USR. Except with prior County consent, no grading permit will be released until collateral is posted for all off -site improvements and the final Construction Plans have been submitted to and accepted by the Department of Public Works. Access and/or Right -Of -Way permits might also be required prior to approval of the grading permit. Grading shall not commence until Construction Plans are accepted. Any alterations to the accepted Construction Plans must be accepted in writing by the County Planning and Public Works Departments. At that time, and unless otherwise amended, Lessee agrees that all landscaping and other on -site improvements shall be completed within the parameters established in this Agreement. "End of Part 1" Page 5 of 12 4618983 Pages: S of 16 08/13/2020 12:34 PM R Fee:$0.00 Carly Koppes, Clerk and Recorder, Weld County, CO lIII l��s+l ills ri.'�I41W IVIIII l�h I �� wI�Y'r VILA Yoh II II IMPROVEMENTS & ROAD MAINTENANCE AGREEMENT ACCORDING TO POLICY REGARDING COLLATERAL FOR IMPROVEMENTS RJM Land Company, LLC, C/O BNN Western, LLC - USR15-0021 Part 2: General Provisions A. General Requirements: 1.0 Engineering Services: Lessee shall furnish, at its own expense, all engineering services in connection with the design and construction of the improvements identified on the accepted Construction Plans according to the construction schedule set forth in Exhibit "B," both of which are attached hereto and incorporated herein by reference. 1.1 The required engineering services shall be performed by a Professional Engineer and Land Surveyor registered in the State of Colorado, and shall conform to the standards and criteria established by the County for public improvements. 1.2 The required engineering services shall consist of, but not be limited to, surveys, designs, plans and profiles, estimates, construction supervision, and the submission of necessary documents to the County. 1.3 Lessee shall furnish construction drawings for the road improvements on public rights -of -way or easements and all improvements interior on the Property for approval prior to the letting of any construction contract. 1.4 Construction Standards: All improvements shall conform to the "Standard Specifications for Road and Bridge Construction" provided by CDOT. 2.0 Rights -of -way and Dedication of Right -of -Way: If necessary, Lessee agrees to acquire any property interests, such as right-of-way, utility or access easements, necessary to complete any improvements required by this Agreement. Any rights -of -way to be dedicated to the County shall be conveyed by appropriate deed and, after acceptance by the County, recorded in the records of the Weld Count Clerk and Recorder. 3.0 Construction: Lessee shall furnish and install, at its own expense, the improvements identified on the accepted Construction Plans and Plat Map, be solely responsible for all associated costs. All improvements must be completed in accordance with the schedule set forth in Exhibit "B". The Board of County Commissioners, at its option, may grant an extension of time upon application by the Lessee. 3.1 Said construction shall be in strict conformance to the plans and drawings accepted by the County and the specifications adopted by the County. 3.2 Lessee shall employ, at its own expense, a qualified testing company previously approved by the County to perform all testing of materials or construction; and shall furnish copies of test results to the County. If County discovers inconsistencies in the testing results, Lessee shall employ at its expense a third party qualified testing company approved by County. Such third party shall furnish the certified results of all such testing to the County. Page 6 of 12 4618983 Pages: 6 of 16 08/13/2020 12:34 PM R Fee:$0.00 Carly Koppes, Clerk and Recorder, Weld County, CO 4'1:511111 M�J��tiI��i rldi�J4dl�'�1iYhhlti �� 111 3.3 At all times during said construction, the County shall have the right to test and inspect, or to require testing and inspection of material and work, at Lessee's expense. Any material or work not conforming to the approved plans and specifications, including but not limited to damages to property adjacent to the construction plan area shall be repaired, removed or replaced to the satisfaction of the County at the expense of Lessee. 3.4 Permits. Lessee must still apply for and abide by the terms of any necessary right-of- way permits, grading permits, and building permits. No work may occur in the County's right-of-way without a County -issued right-of-way permit and access permit. 4.0 Release of Liability: Lessee shall indemnify and hold harmless the County from any and all liability loss and damage County may suffer as a result of all suits, actions or claims of every nature and description caused by, arising from, or on account of said design and construction of improvements, and pay any and all judgments rendered against the County on account of any such suit, action or claim, together with all reasonable expenses and attorney fees incurred by County in defending such suit, action or claim whether the liability, loss or damage is caused by, or arises out of the negligence of the County or its officers, agents, employees, or otherwise except for the liability, loss, or damage arising from the intentional torts or the gross negligence of the County or its employees while acting within the scope of their employment. All contractors and other employees engaged in construction of the improvements shall maintain adequate worker's compensation insurance and public liability insurance coverage, and shall operate in strict accordance with the laws and regulations of the State of Colorado governing occupational safety and health. 5.0 Acceptance of Off -Site Improvements by the County: Upon written request by the Lessee, the County shall accept the Lessee's off -site improvements, if the following conditions are met: • The off -site improvements have been completely constructed, and • The Lessee's Engineer has filed a Statement of Substantial Compliance, and • The County Engineer has inspected the improvements and agrees they are complete. 5.1 The County does not represent that the improvements will be constructed and/or available for their intended use(s). The County does not assume liability for improvements designed and/or constructed by others. 5.2 If approved by the County Engineer, portions of the improvements may be placed in service, but such use shall not constitute an acceptance by the BOCC. 5.3 County may, at its option, issue building permits for construction for which the improvements detailed herein have been started but not completed according to the schedule shown on Exhibit "B," and may continue to issue building permits so long as the progress of work on the USR improvements in that phase of the USR is satisfactory to the County, and all terms of this Agreement have been faithfully kept by Lessee. Page 7of12 4618983 Pages: 7 of 16 08/13/2020 12:34 PM R Fee:$0.00 Carly Koppes, Clerk and Recorder, Weld County, CO �rali. hill; INA IN 6.0 Warranty Period: Lessee agrees to warrant the improvements for two years from the date the improvements are accepted by the County. Upon completion of the two-year warranty period and at the request of the Lessee, the County Engineer shall inspect the improvements and direct the Lessee to correct any deficiencies. The County Engineer shall re -inspect after all corrections have been completed. If the County Engineer finds that the improvements are constructed according to County standards and the accepted Construction Plans, he/she shall recommend full acceptance. Upon receipt of the County Engineer's unqualified recommendation for acceptance, the BOCC shall accept the improvements. 7.0 General Requirements for Collateral: County requires Lessee to provide collateral to guaranty all of Lessee's obligations under this Agreement: (1) Project Collateral for completion of off -site improvements described in this Agreement; (2) Warranty Collateral required for all improvements during the warranty phase; and (3) Road Maintenance Collateral (If Applicable) to be kept in place for the life of the permit. 7.1 Project Collateral — Lessee shall submit Project Collateral in a form accepted by Weld County to guarantee completion of any off -site improvements. Such collateral must be equivalent to One -Hundred Percent (100%) of the value of the improvements as shown in this Agreement. This collateral must be submitted to County upon the execution of this Agreement, or at a time determined acceptable by the BOCC, and shall be held in total by County until such improvements are accepted and collateral is released by the BOCC. 7.2 Warranty Collateral for all off -site improvements shall be submitted to County and shall be held in total by the County for two (2) years following its written acceptance of the improvement(s). 7.3 If required by Part 1 of this Agreement, Road Maintenance Collateral shall be submitted to County at the time of approval of this Agreement. Road Maintenance Collateral is held for use on roads associated with the designated haul route. The submitted amount shall be $3,600.00 for facilities adjacent to paved haul route roads or $2,400.00 for facilities adjacent to gravel haul route roads. 7.4 Collateral may be in any form permitted by Weld County Code Chapter 2, Section 3. 7.5 The Board of County Commissioners reserves the right to reject collateral as permitted by Weld County Code Chapter 2 Section 3. 7.6 Collateral shall be released in accordance with the provisions of Weld County Code Chapter 2 Section 3. B. Violations of Agreement and Remedies 1.0 Violation of Terms of Agreement: If in County's opinion, Lessee has violated any of the terms of this Agreement, County shall so notify Lessee and shall state with specificity the facts and circumstances which County believes constitute the violation. Lessee shall have thirty (30) days within which to either cure the violation or demonstrate compliance. Thereafter, County may seek any remedy described in this Agreement or otherwise provided by law. Page 8 of 12 4618983 Pages: 8 of 16 08/13/2020 12:34 PM R Fee:$0.00 Carly Koppes, Clark and Recorder, Weld County, CO VIII I rdakIL II EMildI'I iil!IIRFINK'RIoi liii II II 2.0 Termination of Agreement: Termination Event: This Agreement shall terminate upon the earliest of the following events: 2.1 Cessation of all Permit Related Activities: Termination of this Agreement shall occur upon Lessee's complete cessation of all activities permitted by the USR. A partial cessation of activities shall not constitute a Termination of this Agreement, nor shall County's issuance of a partial release constitute a Termination. Unless informed in writing by the Lessee of cessation of activities, and verified by the County, cessation shall be presumed if the County determines that the USR has been inactive for three (3) years. Lessee shall not be entitled to a release of Project or Warranty Collateral unless and until the improvements required by this Agreement are completed. 2.2 Execution of Replacement Agreement: This Agreement shall terminate following County's execution of a new Improvements Agreement with a new Lessee or Operator who has purchased the Property or has assumed the operation of the business permitted by the USR, and intends to make use of the rights and privileges available to it through the then existing USR. 2.3 Revocation of USR: This Agreement shall terminate following County's revocation of Lessee's USR, except that the Lessee shall only be released from this Agreement after the successful completion of all improvements required under this Agreement, which may be completed by County after accessing Lessee's collateral if Lessee fails to complete such improvements. 3.0 Revocation of USR: Lessee acknowledges that failure to comply with the terms of this Agreement constitutes cause to revoke the USR, and County may exercise this option in its sole discretion by proceeding with revocation under the then current provisions of the Weld County Code. 4.0 County Completion of Improvements / Accessing Collateral: County reserves the right to access any collateral provided by Lessee in order to complete the improvements required under this Agreement, if Lessee fails to do so for any reason, after receiving notice of a violation of the terms of this Agreement as provided herein. 5.0 Court action: Upon notice of violation and failure to cure within the time permitted by this Agreement, County may seek relief in law or equity by filing an action in the Weld District Court, except that no such civil action or order shall be necessary to access collateral for the purpose of completing improvements as described above. C. Miscellaneous Provisions. 1.0 Definitions: 1.1 All references in this Agreement to "County Engineer" shall refer to the any individual or individuals appointed by the County Engineer to act on his/her behalf. 1.2 All references to "Haul Routes" include identified travel routes for subdivisions; references to "haul vehicles" include subdivision vehicular traffic, as applicable. Page 9 of 12 4618983 Pages: 9 of 16 08/13/2020 12:34 PM R Fee:$0.00 Carly Kappa's, Clerk and Recorder, Weld County, CO �� NUPMEN/I IONLIINKI171.1 i El BIM 1.3 All references to "Lessee" shall include any individual or entity, including an "Operator", who is acts on behalf of the Lessee regarding this Agreement. 2.0 Successors and Assigns: This Agreement may not be delegated, transferred or assigned in whole or in part by Lessee without the express written consent of County and the written agreement of the party to whom the obligations under this Agreement are assigned. Lessee's release of its obligations shall be accomplished by County's execution of a new Improvements Agreement with the successor owner of the property. Consent to a delegation or an assignment will not be unreasonably withheld by County. PROPERTY OWNER SHALL BE RELEASED FROM ALL OBLIGATIONS UNDER THIS AGREEMENT UPON THE EXPRESS WRITTEN ASSIGNMENT OF THIS AGREEMENT TO, AND ACCEPTANCE BY, A PURCHASER OF THE PROPERTY. SUCH ASSIGNMENT SHALL NOT REQUIRE THE CONSENT OF THE COUNTY. County's rights and obligations under this Agreement shall automatically be delegated, transferred or assigned to any municipality which, by and through annexation proceedings, has assumed jurisdiction and maintenance responsibility over the roads affected by this Agreement. All of the terms and conditions set forth in this Agreement shall be binding upon the heirs, executors, personal representatives, successors and assigns of Lessee, and upon recording by the County, shall be deemed a covenant running with the land herein described. 3.0 Governmental Immunity: No term or condition of this agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 4.0 No Third Party Beneficiary Enforcement: It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties, and nothing contained in this Agreement shall give or allow any claim or right of action whatsoever by any other person or entity not included in this Agreement. It is the express intention of the undersigned parties that any person or entity, other than the undersigned parties, receiving services or benefits under this Agreement shall be an incidental beneficiary only. 5.0 Entire Agreement/Modifications: This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 6.0 Board of County Commissioners of Weld County Approval: This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. 7.0 Choice of Law/Jurisdiction: Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Lessee agrees that the Weld County District Court shall have exclusive jurisdiction to resolve Page 10 of 12 4618983 Pages: 10 of 16 08/13/2020 12:34 PM R Fee:$0.00 Carly Koppes, Clerk and Recorder, Weld County, CO lIII IIrdICIA IIII I1NRIRAtkd: i iIptk EAL iii a II II said dispute. 8.0 Severability: If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 9.0 Attorneys Fee /Legal Co ts: In the event of a dispute between County and Contract Professional, concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 10.0 Binding Arbitration Prohibited: Weld County does not agree to binding arbitration by any extra judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. 11.0 Authority to Sign: Each person signing this Agreement, and associated Exhibits, represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms. If requested by the County, Lessee shall provide the County with proof of Lessee's authority to enter into this Agreement within five (5) days of receiving such request. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written. Page Ii of 12 4618983 Pages: 11 of 16 08/13/2020 12:34 PM R Fee:$0.00 Carly Koppel, Clerk and Recorder, Weld County, CO ■III FIRM Ng:efid a' kllh LESSEE (If Applicable): SIGNATURE PRINTED NAME Al Aw Arse/ t TITLE V G F STATE OF OF COLORADO ss. County of Wet t eC4e.rs The foregoing instrument was acknowledged before me this 2.C> day of %10..1 2020, by / o+L j.:AL.:e_ I VP el ?/-/J OeS4'e/.s, LL L WITNESS my hand and official seal. I CODY L. WAGONER NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20084037485 MY COMMISSION EXPIRES DECEMBER 13, 2020 ATTEST: d f Jelleisedi Weld C ►nty Clerk to the oard WELD COUNTY, COLORADO BY: BOARD OF COUNTY COMMISSIONERS Deputy S rk to the B ike Freeman, Chair AUG 0 5 2020 U:\Engineering\PLANNING - DEVELOPMENT REVIEW\ -2015 Planning Referrals \USRI5\USRl5-0021 Whiting-Horsetail\Improvements Agreement \Whiting - RJM Land (USR15-0021)- Part 2 Final IA (12-10-15).docx Page 12 of 12 4618983 Pages: 12 of 16 08/13/2020 12:34 PM R Fee:$0.00 Carly Koppes, Clerk and Recorder, Weld County, CO VIIII��l��NvielilAININIAll'tlikilliAl iIIII 02002o- .023T? EXHIBIT A - Cost Sheet (OFF -SITE) Name of Facility: 14.)re Vi /J S(..)b Personnel Contact: Name Filing/Case #: US L IS -00-1- t Location: C& l i a t 1 ?3 - Col..' ��o,..rr.✓ Intending to be legally bound, the undersigned Applicant her Title: 5. A 3 t•�f' Phone: 303-')C3 -33°S Improvements (Leave spaces blank where they do not apply) (OFF -SITE) Ouantitv Units Unit Costs ($) Estimated Construction Cost ($) J,PUBLIC WORKSI Survey, Street Monuments/Boxes Street Grading Street Base Street Paving Pavement Marking Curbs, Gutters, and Culverts Sidewalk Entrance/Access Improvements Road Culvert Dust Control (per Sec. E.-7.5.2) Road Maint. Collateral (per Sec. E.-7.5) s 241 0 _ ,J.PLANNING SERVICES, Fire Hydrants Site Grading Retention / Detention Ponds Stormwater/Drainage Facilities Erosion Control Measures/BMP's Grass Lined Swale Subsurface Drainage Ditch Improvements Parking Area, Curb Stops, Bus Kiosks, Mailboxes Street Lighting Street Names Signage Fencing Requirements Landscaping, Seeding, Trees, etc. Park Improvements Handicap Accessibility, Parking & Rails ,jHealth Department, Septic Systems SUB -TOTAL: � ��' ;. w : � ,.��. Lit o C2-- (Testing, inspection, as built plans and work in addition to preliminary and Engineering and Supervision Costs ($) final plat; supervision of actual construction by contractors) TOTAL ESTIMATED COST OF IMPROVEMENTS, ENGINEERING AND SUPERVISION ($) 4618983 Pages: 13 of 16 08/13/2020 12:34 PM R Fee:$0.00 Carly Koppes, Clerk and Recorder, Weld County, CO EXHIBIT A - Cost Sheet (OFF -SITE) - Signature Page The above improvements shall be constructed in accordance with all County requirements and specifications, and conformance with this provision shall be determined solely by Weld County, or its duly authorized agent. Said improvements shall be completed according to the construction schedule set out in Exhibit B By: $ A Title By: Applicant Title 4618983 Pages: 14 of 16 08/13/2020 12:34 PM R Fee:$0.00 Carly Koppes, Clerk and Recorder, Weld County, CO INFA4ION A 'WNW htlC M 1111111 Date /14,7 Z O , 20 ZO Date , 20 EXHIBIT B - Time Schedule (OFF -SITE) & (ON -SITE) Name of Subdivision, PUD, USR, RE, SPR: OSR. IS . O O 'IA Filing/Case #: Location: C 11 (4. In -- Intending to be legally bound, the undersigned Applicant hereby agrees to provide throughout this facility the following improvements. All improvements shall be completed within years from the date of approval of the final plat. Construction of the improvements listed in Exhibit A•1 shall be completed as follows: Improvements (Leave spaces blank where they do not apply) Time Schedule (OFF -SITE ,PUBLIC WORKS, Survey, Street Monuments/Boxes Street Grading Street Base Street Paving Pavement Marking Entrance/Access Improvements Road Culvert Sidewalks, Curbs, Gutters, and Culverts (OFF -SITE) Dust Control (per Sec. E.-7.5.2) Road Maint. Collateral (per Sec. E.-7.5) ,PLANNING SERVICES, Sidewalks, Curbs, Gutters, and Culverts (ON -SITE) Fire Hydrants Site Grading Retention / Detention Ponds Stormwater/Drainage Facilities Erosion Control Measures/BMP's Grass Lined Swale Subsurface Drainage Ditch Improvements Parking Area, Curb Stops, Bus Kiosks, Mailboxes Street Lighting Street Names Signage Fencing Requirements Landscaping, Seeding, Trees, etc. Park Improvements Handicap Accessibility, Parking & Rails ,Health Department, Septic Systems Final Completion Date for Entire Proiect S.owv.✓t 1.01at 4618983 Pages: 15 of 16 08/13/2020 12:34 PM R Fee:$0.00 Carly Koppes, Clerk and Recorder, Weld County, CO CillfW11 Wk 1I II EXHIBIT B - Time Schedule- Signature Page The County, at its option, and upon the request of the Applicant, may grant an extension of time for completion for any particular improvements shown above, upon a showing by the Applicant that the above schedule cannot be met. By: - Applicant 3r A Title Co 0)) U.1.^..,_ By: Applicant Title 4618983 Pages: 16 of 16 CCarly3Koppes,12:34 Cla Clerk and Rao erder,,OWed County, CO 11111FIIJ111R 11i ,,l9� NA at II Date % 4).-1 Z O , 20 L 0 Date , 20 Contract Form New Contract Request Entity Information Entity Name* RJML LLC Contract Name* Entity ID* @000 18349 ❑ New Entity? Contract ID IMPROVEMENTS & ROAD MAINTENANCE AGREEMENT FOR 3951 USR15-0021RJM LAND COMPANY LLC Contract Status CTB REVIEW Contract Lead* DRANDERSON Contract Lead Email dranderson@co.weid co us Parent Contract ID Requires Board Approval YES Department Project # Contract Description* IMPROVEMENTS & ROAD MAINTENANCE AGREEMENT FOR USR15-0021RJM LAND COMPANY. LLC $2.400 COLLATERAL REQUIRED AND SUBMITTED BY BNN WESTERN, LLC IN THE FORM OF PERFORMANCE BOND #SUR0060190 Contract Description 2 THIS NEW COLLATERAL WILL REPLACE THE EXISTING $2,400 COLLATERAL TIED TO THE FOLLOWING IMPROVEMENTS AGREEMENT (PL2356 #2016-0407) PERFORMANCE BOND #RLB0016310 Contract Type* AGREEMENT Amount* $2.400.00 Renewable* NO Automatic Renewal Grant ICA Department PUBLIC WORKS Department Email CM- PublicWorks@weldgovcorn Department Head Email CM-PublicWorks- DeptHead@weldgov corn County Attorney BOB CHOATE County Attorney Email BCHOATE@CO.WELD.CO. US Requested BOCC Agenda Date* 08/05/2020 Due Date 08/01/2020 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? NO If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in On Base Contract Dates Effective Date Review Date* Renewal Date 07/29/2021 Termination Notice Period Committed Delivery Date Expiration Date* 08/'05'2021 Contact Information Contact Info Contact Name Purchasing Purchasing Approver Approval Process Department Head ELIZABETH RELFORD OH Approved Date 0713012020 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 08 105/2020 Originator DRANDERSON Contact Type Contact Email Finance Approver BARB CONNOLLY Contact Phone 1 Contact Phone 2 Purchasing Approved Date Finance Approved Date 0713112020 Tyler Ref # AG 080520 Legal Counsel BOB CHOATE Legal Counsel Approved Date 07/31,2020 Submit 4-71--07 September 24, 2020 RLl Insurance Company Attn: Lisa Pohl 19020 33rd Avenue West Suite 460 Lynnwood, WA 98036 re CLERK TO THE BOARD PHONE: (970)400-4227 FAX: (970) 336-7233 1150 0 STREET P. O. BOX 758 GREELEY, CO 80632 RE: Release Performance Bond #RLB0016310 - USR15-0021 - FRA/1 Land Company, LLC c/o Whiting Oil and Gas Corporation Dear Ms. Pohl: Enclosed please find a copy of the Board of County Commissioner's Resolution, dated August 5, 2020, authorizing the release of the Performance Bond #RLB0016310 held as collateral in the amount of $2,400.00 for USRI 5-0021, RJM Land Company, LLC c/o BNN Western, LLC (formerly c/o Whiting Oil and Gas Corporation. Additionally, you will find the released Performance Bond #RLB0016310. If you have any questions, please contact choffman@weldgov.com. ry truly yours, Cheryl L. Ho man Deputy Clerk to the B e at (970) 400-4227, or email Enclosure cc: Dawn Anderson and Jazmyn Martinez, Department of Public Works Tom Parko and Chris Gathrnan, Department of Planning Services Clerk to the Board File PL2356 Cheryl Hoffman To: Subject: Lisa Pohl RE: RLB0016310 and RLB0016311 That's wonderful. Thank you so much for letting me know you've received them. Cheryl L Hoff n• Deputy Clerk to the Board 1150 O Street/P.O. Box 758 Greeley, CO 80632 Tel: (970) 400.4227 choffman@weldgov.com From: Lisa Pohl <Lisa.Pohl@rlicorp.com> Sent: Wednesday, September 30, 2020 1:07 PM To: Cheryl Hoffman <choffman@weldgov.com> Subject: RLB0016310 and RLB0016311 Caution', This email originated from outside of Weld County Government. Do not click links or open attachments unless you recognize the sender and know the content is safe. Hello Cheryl, I've received the releases that you sent and have forwarded them on to the correct department here at RLI. If you have any questions please let me know. Thank you and have a great day, Lisa Pohl Underwriting Assistant RLI I CBIC Surety/ a division of RLI Insurance Company 19020 33rd Ave W. Ste. 460 Lynnwood, WA 98036 (800)765-2242 x7204 (206)628-7204 Lisaapohl@rlicorp.com www.rlicorp.com How is your experie �.. n c 1017 1450 IMO 9675 Ertl �.; • Complete items 1, 2, and 3. Print your name and address on the reverse so that we can return the card to you. Attach this card to the back of the mailpiece, or on the front if space permits. Article Addressed to: ''' 642 y de.,,u fo, Aorf ° SA PoeFLy / 0,10 35e etd-- deAlc.o 1 ,A 9:006 i u III I IIIII MIMI I 1! 9590 9402 4445 8248 1206 91 2. Article_ Number (Transfer from service label) b 75 Qom" Y� L. I A. Signature X me gent ?Addressee Cr is delivery address different from item 1? s ® Yes If YES, enter delivery address below: CI No 3. Service Type ❑ Adult Signature ❑ Adult Signature Restricted Delivery rtified Mail® ❑ Certified Mail Restricted Delivery ❑ Collect on Delivery ❑ Collect on Delivery Restricted Delivery ❑ insured Mail ❑ Insured Mail Restricted Delivery (over $500) _ ❑ Priority Mail Express® ❑ Registered MailTM ❑ Registered Mail Restricted Delivery ❑ Return Receipt for Merchandise o Signature ConfirrnationTM ❑ Signature Confirmation Restricted Delivery PS Form 3811, July 2015 PSN 7530-02-000-9053 Domestic Return Receipt e CLERK TO THE BOARD 1150 O STREET PCB BOX 758 GREELEY CO 80632-0758 RLI INSURANCE COMPANY ATTN: LISA POHL 19020 33RD AVE WEST - STE 460 LYNNWOOD WA 98036 s S Seed pue a6elsod ie4oj eaay NieWisod Ago 1ls S eael.sod $ luxeAllea paloIJisa8 eneu6IS llnPv D $ peiinbaH eanwu6iS llnpv ❑ $ Aiei118a Pelo#Jlseld PIN Pellllaa 9 $ (dluoalooLe) ldlaoahl uanabi $ (AdoopaeL)} ldienea wnie piepdaidde se ea) ppe `xoq 409q0) seed vi seopUGS ai;xd $ Gad PIN Pa!J-1 9D ®ui'oc sPdlsn nnM in a epsgann ano t.Is.!A `:uow e4uao1ul AaoAilep .ioj • • MOO :110141::0.0$04190 1d1 3.,34 ®1IVUV ®2IdLLH30• ■ Complete items 1, 2, and 3. ■ Print your name and address on the reverse so that we can return the card to you. ■ Attach this card to the back of the mailpiece, or on the front if space permits. Article Addressed to: I /N&2tAwe€ 6444 ' : LISA Pot,. /9 Pa (35iv e eNd e ° O 479 C �33 xl Mao 9590 9402 4 445 8248 1206 91 2._ ArticleNumber (Transfer from service label) 7017 1450 Dam '9675 4372 PS Form 3811, July 2015 PSN 7530-02-000-9053 Ci H H In Ln CI ru - r-, LMIMINEM COMPLETE .THIS SECTION ON DEOVERY' A. Signature B. Received by (Printed Name) I 3i 1 ❑ Agent ❑ Addressee I C. Date of Delivery E I Do Is delivery address different from item 1? 0 Yes If YES, enter delivery address below: 0 No 3. Service Type ❑ Adult Signature ❑ Adult Signature Restricted Delivery 743ertified Mail® ❑ Certified Mail Restricted 'Delivery O Collect on Delivery O Collect on Delivery Restricted Delivery ❑ Insured Mail O Insured Mail Restricted Delivery (over $500) ❑ Priority Mail Express® ❑ Registered MailTM ❑ Registered Mail Restricted Delivery Cl Return Receipt for Merchandise ❑ Signature ConfirmationtM ❑ Signature Confirmation Restricted Delivery Domestic Return Receipt masaransawg CLERK TO THE BOARD 1150 O STREET PO BOX 758 GREELEY CO 80632-0758 i i i i i iii 7017 1,450 0000 9675 '4228 RLI INSURANCE COMPANY UNDERWRITERS INDEMNITY INSURANCE 8 GREENWAY PLAZA SUITE 400 HOUSTON, TX 77046 CLERK TO THE BOARD 1150 O STREET PO BOX 758 GREELEY CO 80632-0758 01 bib fil:WAPPM1 i i i U.S. POSTAGE>> PITNEY BOWES 447- liaw, =es massrar ZIP 80631 ,$ 007.05! 024Yq► 0000335769 AUG. 27 2020 3 T XI E - 1-:" i . U..K M uT DI VER U.N.A3 .'... E TO 8 0632075 °' .8 la;t1iIi! d;t1ii1c;II�tlIi: t fi !vim R A- S ADDR D R OR WARD • • 420-002 B6-27- 4 .4. i i 701? 1450 0000 9675 12. • • .__�. ...- U.S. POg7AGE>jPirNEyBOwes efis:rorte agassisaravt. Illitiallaralismar Valsisiratt 02 4YYZIP 631 $ 007.050 0000335769AUG 26 2020 RLI INSURANCE COMPANY UNDERWRITERS INDEMNITY INS URANCE 8 GREENWAY PLAZA SUITE 400 HOUSTON TX 77046 Wsile NT XI 73 Cs t- AS 111 r.0sT DE...I E�cA. ;L,E ADDRESSED ;� A 3 LE TO L E T O F. O.R .tip,, I IIIj,�l. CLERK TO THE BOARD 1150 O STREET �I PO BOX 758 J' j� GREELEY E E LEY CO 80632-0758 1111111P -4;11141449A11 i i i I I i II 7017 1450 0000 %75 Lh RLI INSURANCE . ... • s .. t;ry 1:�lt. tra•r U.S. POSTAGE>> PITNEY BOWES SS aslant # •• ZIP 80631 02 4R$ 007.05° 0000335769 AUG 26 2O2O COMPANY UNDERWRITERS INDEMNITY INSURANCE 8 GREENWAv n'__.[\ZA SUITE 400 HOUSTON TX 77046 atC NT t twat Ion 7 7 3 I 4, q/ 19/ 7 0 NOT DELIVERABLE AS ADDRESSED UNAB► E TO FORWARD B er: 63 2 075 85 o 0- 46 2 6_ 4 1 aYa x 701,61- e),., "Rio 9� August 26, 2020 CLERK TO THE BOARD PHONE: (970)400-4227 FAX: (970) 336-7233 1150 O STREET P. O. BOX 758 GREELEY, CO 80632 RLI Insurance Company Underwriters Indemnity Insurance 8 Greenway Plaza Suite 400 Houston, TX 77046 RE: Release Performance Bond #RLB0016310 - USR15-0021 — RJM Land Company, LLC do Whiting Oil and Gas Corporation To Whom This May Concern: Enclosed please find a copy of the Board of County Commissioner's Resolution, dated August 5, 2020, authorizing the release of the Performance Bond #RLB0016310 held as collateral in the amount of $2,400.00 for USR15-0021, RJM Land Company, LLC do BNN Western, LLC (formerly do Whiting Oil and Gas Corporation. Additionally, you will find the released Performance Bond #RLB0016310. If you have any questions, please contact me at (970) 400-4227, or email choffman@weldgov.com. y truly yours, Cheryl L. off r an Deputy Clerk o the Bo Enclosure cc: Dawn Anderson and Jazmyn Martinez, Department of Public Works Tom Parko and Chris Gathman, Department of Planning Services Clerk to the Board File PL2356 b 6,0:4 MFR vo by. T we/a oo F�4 o eo PERFORMANCE BOND pr ty C/ep . \ 4h� C 007�v�RFp k t; hI/ BOARD OF COUNTY COMMISSIONERS OF WELD u, v he t SS/OherS KNOW ALL PERSONS BY THESE PRESENTS, that Whiting Corporation, 1700 Broadway, Suite 2300, Denver, CO 80290 a organized under the laws of the State of Colorado, with its ffice located at 1700 Broadway, Suite 2300, Denver, CO 802%0, h= einafter called "Principal", and RLI Insurance Company 8 Greenway Pla: a, Suite 400, Houston, TX 77046, hereinafter called Surety" are heldnd firmly bound unto Board of County Commissione's of Weld County`., Colorado, on behalf of Weld County, Colorado, hereinafter called ;.Obligee" in the full and penal sum of Two T-ousand Four Hundred and No/1 ll Dollars ($2,400.00), lawful money of tee United States for the paymen, of which well and truly made, we bi : ourselves, our heirs, administrats, successors and assigns, jointl and severally, firmly by these pres_, ts. inL. WHEREAS, te above -bound Principal :s obtained or is about to obtain from the Obligee a land use permi-, namely (insert the specific permit and number USR, SPR etc)USR15 1021, and pursuant to the requirements of sai. .ermit, has ente.ed into an Improvements Agreement, dated /// , with Obligee, and WHEREAS, The Impro ements greement requires Principal to obtain a performance bond in an oun equal to the total cost of the improvements for which Pri\\ial is responsible and naming Obligee as beneficiary, and WHEREAS, the value .f im�ovements for which Principal is responsible equals Two ousand `,\our Hundred and No/100 Dollars, ($2,400.00), and \ NOW, THEREFORE, T CONDITION OF THIS OBLIGATION IS SUCH, that if Principal shall ell, truly and faithf lly perform its duties, and all of its underta ngs, covenants, terms, d conditions as set forth in the Improveme is Agreement, and if Princi al shall satisfy all claims and demands et forth in said agreement, an shall fully indemnify and save harmless Obilgee from all costs and damages which it may suffer by reason o Principal's failure to perform as ag \ed, and shall reimburse and repy Obligee all outlay and expense which • ligee may incur in makingood any default, then this obligation sha \ be null and void; PRO IDED FURTHER, that if Principal shall default in \.ny of its o. igations set forth in the Improvements Agreement, aid thereafter pail to fully indemnify and save harmless Obilgee from 1 costs and damages which it may suffer by reason of said default, t s obligation shall remain in full force and effect; PROVIDED FURTHER, regardless of the number of years this Bond is force, or the number of continuation certificates issued, the liability of the \ urety shall not be cumulative in amounts from period to period and shall infoo event exceed the amount set forth above, or as amended by rider; PROVIDED FURTHER, that Surety, for Of we gSFp q< stipulates agrees that no change, extension a"�te d �� erms of the Improvements Agreeme A '— 0 40 t /�/ hereunder, shall in any way aff Cr a GO,,, GF/Q;tion to t does hereby waive notice of any 0ep % RF(:)11�R teration or addition to the terms oL\4�'C'�e, i Un 4by PROVIDED FURTHER, this bond is NONCANCEL_ e49 ar°' annu_ ly automatically, from the date of this bonu Oblige-, to guarantee that Principal shall well, truly perform its duties, and all of the undertakings, covenants", conditio set forth in the Improvements Agreement, and covenants, thereof w ch may be granted by Obligee with or without Surety. ex, notice to and the/ The parties t• this Performance Bond acknowledge th't through the Improvements A. eement, Obligee reserves the right to require Principal to obtain a dif rent Performance Bond from a fi ncial institution other than Surety in the event that the rating Surety by AM Best falls below a B+ rating. IN WITNESS WHEREOF, is instrument is execu ed in four (4) counterparts, each on of which shall be deemed an original, this 7th day of December 2015. Principal Secretary/Witness (SEAL) Witness as Surety, Nancy C Whiting Oil and Gas C poration P incipal By: Titl D 9t/M. Seery Vice esident - Lan,d. I Insurance Company By: Jaso 'T. Kilpatric 8 Greenway Plaza, Su 'e 400 8 Gree ay Plaza, Suite -0 Address Houston, TX 7704 Address Address i t o l k t O. Houston, T' 77046 Address IMPORTANT Surety company executing bond must appear on the Treasury Departme"t's most current list (Circular 570 as amended) and be authori'ed to transact business in the State of Colorad Bond must be accompanied with Attorney -in Fact's autho ity from the surety company certified to include the date of the bond. RLI RL Surety A city fon of MI Insurance Company Know I Men by These Presents: Col °�F4FgSTFRq Gate e�°'Co��Vp 11.0 by. - my ooNcF -' N tic That the RLI I SIJRANCE COMPANY, a corporation organized and existing under the laws Cl?o Coo? RFQ e`er ye to do business i all states and the District of Columbia does hereby make, constitute and appoil.ra~a I °`.pcif in the City of HSTON , State of TEXAS , as Attorney -in -Fact, with full power and authority execute, acknowledge nd deliver for and on its behalf as Surety and as its act and deed, all of the ollowing cla.., $2,400.00 Indemnity, Surety and Untakings that may be desired by contract, or may be given in ny action or proceeding in any court �. or equity; policies indemnify g employers against loss or damage caused by the misco, duct of their employees; official, bail and surety and fidelity bonds. Inde nity in all cases where indemnity may be lawfully gi n; and with full power and authority to execute consents and waivers to odify or change or extend any bond or dacumen xeeuted for this Company, and to compromise and settle any and all claims or d' ands made or existing against said Company The RLI INSURANCE COMPANY further ce ifies that the following is a true Directors of RLI Insurance Company, and no in force to -wit: "All bonds, policies, undertakings, Powers of Att ey, or other o name of the Company by the President, Secretary, y Assistant as the Board of Directors may authorize. The Preside t, any V' appoint Attorneys -in -Fact or Agents who shall have au'llorit The corporate seal is not necessary for the validity of an<. the corporation. The signature of any such officer and t nd exact copy of a Resolution adopted by the Board of igations of the corporation shall be executed in the corporate ecretary, Treasurer, or any Vice President, or by such other officers e President, Secretary, any Assistant Secretary, or the Treasurer may to issue bonds, policies, or undertakings in the name of the Company. nds, policies, undertakings, Powers -of -Attorney, or other obligations of rporate seal may be printed by facsimile." IN WITNESS WHEREOF, the RLI InsurancfCompany has caused these presenths,to be executed by its corporate seal affixed this ATTEST: CORPO' ' E SECRETARY State of Illinois County of Peoria PRESIDENT with its On this 7th day o December 2015 before me, a Notary Public, personally appeared Michael J. Stone and Jean' . Ste'henson who being by me duly sworn, ac owledged that they signed the above Power of Attorney as President and Corporate Secretary, respect ely, of the said RLI INSURANCE COMPANY, an• acknowledged said instrument to be the voluntary act and deed of said corporation. �s�� "OFFICIAL SEAL" 7 NOTARY PUBLIC , JACQUELINE M. BOCKLER STATE OF COMMISSION EXPIRES 01/14/18 SPA028 (03/11) s'° August 26, 2020 CLERK TO THE BOARD PHONE: (970)400-4227 FAX: (970) 336-7233 1150 O STREET P. O. BOX 758 GREELEY, CO 80632 Whiting Oil and Gas Corporation Attn: Shane Fross, Vice President — Operations 1700 Broadway — Suite 2300 Denver, CO 80290 RE: Release of Collateral — Performance Bond #RLB0016310 - $2,400.00 and Accept new Collateral — Performance Bond #SUR0060190 - $2,400.00 - USR15-0021 — RJM Land Company, LLC Dear Mr. Fross: Enclosed please find a copy of the Board of County Commissioner's Resolution, dated August 5, 2020, authorizing the release of Performance Bond #RLB0016310 held as collateral in the amount of $2,400.00 to RLI Insurance Company and accepting the new Performance Bond #SUR0060190 in the amount of $2,400.00, through Argonaut Insurance Company. The original Performance Bond #RLB0016310 has been returned to RLI Insurance Company Underwriters Indemnity Insurance, 8 Greenway Plaza, Suite 400, Houston, TX 77046, in the amount of $2,400.00. If you have any questions, please contact me at (970) 400-4227, or email choffman@weldgov.com. ry tr ly yours, Cheryl L Hoffman Deputy Clerk to the Board Enclosure cc: Dawn Anderson and Jazmyn Martinez, Department of Public Works Tom Parko and Chris Gathman, Department of Planning Services Clerk to the Board File PL2356 gisroa.sossimpos CLERK TO THE BOARD 1150 0 STREET PO BOX 758 GREELEY E E LEY CO 80632-0758 WHITING OIL AND GAS CORPORATION ATTN: MARY WEBBER 1700 LINCOLN ST -- STE 4700 DENVER CO 80203 CLERK TO THEBOARD 1150 O STREET PO BOX 758 GREELEY CO 80632-0758 H43tlE1O41I'll:ll i 1 111 -an 7017 1450 0000 9675 4204 WHITING OIL AND GAS CORPORATION ATTN-:, SAN .FROSS, VICE PRESIDENT OPERATIONS 1700 -_,BROADWAY - SUITE 2300 DENVER, CO 80290 • Nine d:�a .414*zYab+�o1Gf ley • ** tT�y��}*ds f:::11444: S wino en!. e4 -'Lail brri ,41 EY BOWES ZIP 80631 00'_05° 0000335769 .AUG. 26. 2020 Ott lag S t RETURN a CI L ! t�+' m xis i etc taaL S Ti an:. t cr. !. L. Cr: 3NiAR A a•S a 7 'into S re ;. a21� Cfr es "E " me `o a .7 z i. ppp+ i gg 9 H : - a 2 T E a 4 t3 0 yen Yaa S j=tea f Y e n �$ey;, 'fii cy !?` 'n q' . Te 7 5 : �j 1 T,� y S .l 5 r x N 4 7 4 1 4 1 {£ 1 g w August 26, 2020 CLERK TO THE BOARD PHONE: (970)400-4227 FAX: (970) 336-7233 1150 O STREET P. O. BOX 758 GREELEY, CO 80632 BNN Western, LLC Attn: Cody Wagoner, Sr. Agent 370 Van Gordon Street Lakewood, CO 80228 RE: Release of Collateral — Performance Bond #RLB0016310 - $2,400.00 and Accept new Collateral — Performance Bond #SUR0060190 - $2,400.00 - USR15-0021 — RJM Land Company, LLC Dear Mr. Wagoner: Enclosed please find a copy of the Board of County Commissioner's Resolution, dated August 5, 2020, authorizing the release of Performance Bond #RLB0016310 held as collateral in the amount of $2,400.00 to RLI Insurance Company and accepting the new Performance Bond #SUR0060190 in the amount of $2,400.00, through Argonaut Insurance Company. The original Performance Bond #RLB0016310 has been returned to RLI Insurance Company Underwriters Indemnity Insurance, 8 Greenway Plaza, Suite 400, Houston, TX 77046, in the amount of $2,400.00. If you have any questions, please contact me at (970) 400-4227, or email choffman@weldgov.com. ry truly yours, Cheryl L. Hoffman Deputy Clerk to the Board Enclosure cc: Dawn Anderson and Jazmyn Martinez, Department of Public Works Tom Parko and Chris Gathman, Department of Planning Services Clerk to the Board File PL2356 3 Complete items 1, 2, and 3. in Print your name and address on the reverse so that we can return the card to you. Attach this card to the back of the mailpiece, or on the front if space permits. •G 1. Article Addressed to: op 1 6by ta&eva /41 &Sf co goac2T 111111 1111 UP!! 9590 9402 4445 8248 1208 13 2. Article Number (Transfer from service label) 701? 1450 0000 9675 4198 A. Signature x gent ❑ Addressee C. Date of Delivery D. Is delivery address different from item 1? O Yes If YES, enter delivery address below: O No 3. Service Type O Adult Signature ❑ Adult Signature Restricted Delivery Certified Mail® o '.ertified Mail Restricted Delivery ❑ Collect.on Delivery ❑ Collect on Delivery Restricted Delivery sured Mail sured Mail Restricted Delivery $500) ❑ Priority Mail Express® ❑ Registered MailTM ❑ Registered Mail Restricted Delivery ❑ Return Receipt for Merchandise ❑ Signature ConfirmationTM ❑ Signature Confirmation Restricted Delivery PS Form 3811, July 201.5.:PSN 7530-02-000-9053 !dt estio Return Receipt a .4/ r9 is inn N U - a a O 0 is r1 N r -R U.S. Postal ServiceTM CERTIFIED MAIL° RECEIPT Domestic Mail Only For delivery information, visit our website at www.usps.comJ. C� F Certified Mail Fee Extra Services & Fees (check box, add fee as appropriate) ❑ Return Receipt (hardcopy) $ ❑ Return Receipt (electronic) $ ❑ Certified Mail Restricted Delivery $ ❑ Adult Signature Required $ ❑ Adult Signature Restricted Delivery $ Postage Total Postage and Fees S 0 Stree N r9 ru N O O 0 O is r -R N 0 N City, bra - _a Postmark Here e,(265 e Osi)V A/02 Apt. Nq., or Ppx Ncov o t 5ra IV k>b a i PS Form 3800, April 2015 PSN 7530-02-000-9047 a 1 ow? See Reverse for Instructions is a ru is N ir a O a a a is r -R U.S. Postal ServiceTM CERTIFIED MAIL® RECEIPT Domestic Mail Only For delivery information, visit our website at www.usps.com®. tkvi Certified Mail Fee Extra Services & Fees (check box, add fee as appropriate) ❑ Return Receipt (hardcopy) $ ❑ Return Receipt (electronic) O Certified Mail Restricted Delivery ❑ Adult Signature Required ❑ Adult Signature Restricted Delivery $ Postage $ Total Postage and Fees 47#i& ©/L. 4 A5 0 Ste nd Apt. PO Box No N fob s 0230e) Post ark Here U.S. Postal ServiceTM CERTIFIED MAIL® RECEIPT Domestic Mail Only For delivery information, visit our website at www.usps.com®. b rts Certified Mail Fee Extra Services & Fees (check box, add fee as appropriate) ❑ Return Receipt (hardcopy) $ ❑ Return Receipt (electronic) $ ❑ Certified Mail Restricted Delivery $ ❑ Adult Signature Required $ ❑ Adult Signature Restricted Delivery $ Postage Total Postage and Fees $ S Postmark Here I NSu'2.41 E St aApt_ No. or PO Box Ivo. tate,6 N �x uaDoeu, rreteNs cvoY SIC 4cc 7a 41-1c teLK:e CAD .• Ir PS Form 3800, April 2015 PSN 7530-02-000-9047 PS Form 3800, April 2015 PSN 7530-02-000-9047 See Reverse for Instructions Bond No. SUR0060190 PERFORMANCE BOND FOR BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO KNOW ALL PERSONS BY THESE PRESENTS, that BNN Western, LLC a corporation, organized under the laws of the State of Colorado, with its principal office located at 370 Van Gordon St., Lakewood, CO 80228, hereinafter called "Principal", and Argonaut Insurance Company, hereinafter called "Surety" are held and firmly bound unto Board of County Commissioners of Weld County, Colorado, on behalf of Weld County, Colorado, hereinafter called "Obligee" in the full and penal sum of Two Thousand Four Hundred and No/100 Dollars ($2,400.00), lawful money of the United States for the payment of which well and truly made, we bind ourselves, our heirs, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the above -bound Principal has obtained or is about to obtain from the Obligee a land use permit, namely (insert the specific permit and number - USR, SPR etc) USR15-0021 and pursuant to the requirements of said permit, has entered into an Improvements Agreement, dated December 14, 2015, with Obligee, and WHEREAS, The Improvements Agreement requires Principal to obtain a performance bond in an amount equal to the total cost of the improvements for which Principal is responsible and naming Obligee as beneficiary, and WHEREAS, the value of improvements for which Principal is responsible equals Two Thousand Four Hundred and No/100 Dollars, ($2 400.00) , and NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if Principal shall well, truly and faithfully perform its duties, and all of its undertakings, covenants, terms, and conditions as set forth in the Improvements Agreement, and if Principal shall satisfy all claims and demands set forth in said agreement, and shall fully indemnify and save harmless Obilgee from all costs and damages which it may suffer by reason of Principal's failure to perform as agreed, and shall reimburse and repay Obligee all outlay and expense which Obligee may incur in making good any default, then this obligation shall be null and void; PROVIDED FURTHER, that if Principal shall default in any of its obligations set forth in the Improvements Agreement, and thereafter fail to fully indemnify and save harmless Obligee from all costs and damages which it may suffer by reason of said default, this obligation shall remain in full force and effect; PROVIDED FURTHER, regardless of the number of years this Bond is in force, or the number of continuation certificates issued, the liability of the Surety shall not be cumulative in amounts from period to period and shall in no event exceed the amount set forth above, or as amended by rider; PROVIDED FURTHER, that Surety, for value received hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Improvements Agreement to the work to be performed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Improvements Agreement, PROVIDED FURTHER, this bond is NONCANCELLABLE, and shall renew annually automatically, from the date of this bond until its release by Obligee, to guarantee that Principal shall well, truly and faithfully perform its duties, and all of the undertakings, covenants, terms, and conditions set forth in the Improvements Agreement, and any extensions thereof which may be granted by Obligee with or without notice to Surety. The parties to this Performance Bond acknowledge that through the Improvements Agreement, Obligee reserves the right to require Principal to obtain a different Performance Bond from a financial institution other than Surety in the event that the rating of Surety by AM Best falls below a B+ rating. IN WITNESS WHEREOF, this instrument is executed in four (4) counterparts, each one of which shall be deemed an original, this 26th day of May, 2020. N Prif ipal Sec eta y/Wi,.tnes r (SEAL) Witness as Surety, Ma /% D. Zuniga 10100 Katy Freeway, Suite 400 Address Houston, TX 77043 Address By: By: ester n, LLC eCh( et/ P4 faint1 Argo ut��Insuran� Company ri Rich Covingt , orney-in-Fact P.O. BOX 469011 Address San Antonio, TX 78246 Address IMPORTANT: Surety company executing bond must appear on the Treasury Department's most current list (Circular 570 as amended) and be authorized to transact business in the State of Colorado. Bond must be accompanied with Attorney -in Fact's authority from the surety company certified to include the date of the bond. Argonaut Insurance Company Deliveries Only: 225 W. Washington, 24th Floor Chicago, IL 60606 United States Postal Service: P.O. Box 469011, San Antonio, TX 78246 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the Argonaut Insurance Company, a Corporation duly organized and existing under a laws of the State of Illinois and having its principal office in the County of Cook, Illinois does hereby nominate, constitute and appoint: Marc W. Boots, Richard Covington, Vickie Lacy, Maria D. Zuniga, Joseph R. Aulbert, Ashley .: et•• > Rya arela attorney(s)-in-fact, separate capacity Their true and lawful agent(s) and attorne s -m-fact, each in their se arate c aci if more than one is named aecute, seal and deliver for and on its behalf as surety, and as its act and deed any and all bonds, contracts, agreements of indemnity and of+ rt> ,gs in suretyship provided, however, that the penal sum of any one such instrument executed hereunder shall not exceed the sum o£ $85,000,000.00 This Power of Attorney is granted and is signed and sealed under and by the authority of the follow R ,r .:"adopted by the Board of Directors of Argonaut Insurance Company: "RESOLVED, That the President, Senior Vice President, Vice President, Assistant Vice Pre authorized to execute powers of attorney, and such authority can be executed by use of f officer or attorney, of the Company, qualifying the attorney or attorneys named in the giv the act and deed of the Argonaut Insurance Company, all bond undertakings and , . tracts IN WITNESS WHEREOF, Argonaut Insurance Company has caused its offici authorized officer on the 8th day of May, 2017. STATE OF TEXAS COUNTY OF HARRIS SS: On this 8th day of May, 2017 A.D., bef came THE ABOVE OFFICER O preceding instrument, and he ac Company aforesaid, and signature as officer wer adopted by the Board o Secretary, Treasurer and each of them hereby is attire, which may be attested or acknowledged by any of attorney, to execute in behalf of, and acknowledge as uretyship, and to affix the corporate seal thereto." to be hereunto affixed and these presents to be signed by its duly by: Argonaut Insurance Company Joshua C. Betz , Senior Vice President otary Public of the State of Texas, in and for the County of Harris, duly commissioned and qualified, NY, to me personally known to be the individual and officer described in, and who executed the ged the execution of same, and being by me duly sworn, deposed and said that he is the officer of the said the se" ffixed to the preceding instrument is the Corporate Seal of said Company, and the said Corporate Seal and his fixed , d subscribed to the said instrument by the authority and direction of the said corporation, and that Resolution s of said Company, referred to in the preceding instrument is now in force. IN TESTIMON W ' OF, I have hereunto set my hand, and affixed my Official Seal at the County of Harris, the day and year first above written. E1rt{2tt,n `rn. tit9aV? (Notary Public) I, the undersigned Officer of the Argonaut Insurance Company, Illinois Corporation, do hereby certify that the original POWER OF ATTORNEY of which the foregoing is a full, true and correct copy is still in full force and effect and has not been revoked. IN WITNESS WHEREOF, I have hereunto set my hand, and affixed the Seal of said Company, on the 26th day of May �;��gtJRq1�F :' x •o; �t�:SEAL) : zd••, 1948 :•2i ••• <<t..No�s: . ,2020 James Bluzard , Vice President -Surety THIS DOCUMENT IS NOT VALID UNLESS THE WORDS ARGO POWER OF ATTORNEY ARE IN BLUE. IF YOU HAVE QUESTIONS ON AUTHENTICITY OF THIS DOCUMENT CALL (210) 321- 8400. Whiting Petroleum Corporation WHITING and its wholly owned subsidiary NO Whiting Oil and Gas Corporation April 23, 2020 Weld County Department of Planning Services 1555 North 17th Ave. Greeley, CO 80631 Subject: Request to re -assign Improvement Agreements associated with USR's Permit Numbers: USRI4-0087 & USR15-0021 Operator: Whiting Oil & Gas Corporation Weld County Planning Department: Whiting Oil & Gas Corporation ("Whiting") would like to formally request the reassignment of the Improvement Agreements associated with USR14-0087 and USR15-0021 to BNN Western, LLC. BNN Western, LLC ("BNN"), a subsidiary of BNN Water Solutions, LCC and Tallgrass Energy Partners, LP acquired certain assets from Whiting in December, 2015. The assets acquired included two (2) saltwater disposal wells ("SWD's") in Weld County. These SWD's were permitted under USR14-0087 & USR15-0021. Per the County's request, the Assignment and Assumption of Leases and Other Agreements between Whiting and BNN has been attached. This document demonstrates that BNN is successor -in -interest in all right, title and interest to Whiting to the SWD's including the associated USR's and Improvement Agreements. We greatly appreciate the County's cooperation and consideration in this matter. Sincerely, --"" Shane Fross Whiting Oil & Gas Corporation Vice President, Operations (303) 390-1625 Cody Wagoner BNN Western, LLC Sr. Agent, Land & ROW (303) 763-3305 When Recorded, Mail To: Land Department BNN Redtail, LLC 370 Van Gordon Street Lakewood, CO 80228 4173229 Pages: 1 of 12 01/15/2016 12:57 911 R Fee:$66,00 Carly I(oppes, Clerk and Recorder Weld County, CO �Il! IRCIVIIMI ILL'4frin,i i.i tilikTill ikki vi BIN ASSIGNMENT AND ASSUMPTION OF LEASES AND OTHER AGREEMENTS THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND OTHER AGREEMENTS (this "Assignment") is made and entered into as of the 16th day of December, 2015 (the "Effective Date"), by and between Whiting Oil and Gas Corporation, a Delaware corporation, with an address of 1700 Broadway, Suite 2300, Denver, Colorado, 80290 ("Assignor"), and BNN WESTERN, LLC, a Delaware limited liability company, with an address of 370 Van Gordon Street, Lakewood, CO 80228 ("Assignee") (Assignor and Assignee may be referred to herein, individually, as a "Party" or, collectively, as the "Parties"). RECITALS: A. Concurrently with the delivery of this Assignment, Assignor has sold to Assignee and Assignee has purchased from Assignor certain assets in Weld County, State of Colorado, pursuant to that certain Transfer, Purchase and Sale Agreement by and among Assignor, Assignee, and BNN Redtail, LLC, a Delaware limited liability company, dated as of Effective Date, as same may have been amended from time to time (the "Purchase Agreement"). B. Assignor is the tenant pursuant to the Surface Leases and a party to other agreements relating to certain real property located in Weld County, State of Colorado (each an "Agreement" and, collectively, the "Agreements"), which Agreements are specifically described on Exhibit A attached hereto. C. Pursuant to the Purchase Agreement, Assignor is to assign to Assignee all of Assignor's right, title, and interest in, to, and under the Agreements. D. Assignee desires to accept such assignment of the Agreements in accordance with the terms and conditions set forth herein. E. The Parties are entering into this Assignment in furtherance of the foregoing. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows: 1. Defined Terms. Capitalized terms which are used but not defined in this Assignment shall have the meanings ascribed to such terms on Exhibit B attached hereto. 1 41732241Pages: 2 of 16 01/1 .00 /15/2016 112: 57 PM R Fee'$ Weld County, CO {512 1' j N{■R ,`r{ tW'`u CarlyIII g�111��r 2. Assignment of the Agreements. Effective as of the Effective Date, Assignor hereby assigns to Assignee all of Assignor's right, title, and interest in, to, and under the Agreements, together with any and all rights, title, estates, and interests of Assignor as tenant or otherwise under the Agreements, and any and all rights, privileges, easements, rights of way, and appurtenances appertaining thereto (including any security deposits and prepaid rents), free and clear of any Liens, other than Permitted Liens, arising by, through or under Assignor. 3. Assumption of the Agreements. Effective as of the Effective Date, Assignee hereby assumes all of the obligations of tenant or otherwise of Assignor under the Agreements (including that Assignee assumes and undertakes to keep, observe, and perform all the agreements, terms, conditions, and covenants of tenant or otherwise of Assignor in the Agreements) arising after the Effective Date. 4. Purchase Agreement. This Assignment is made pursuant to the Purchase Agreement and incorporates the terms and provisions thereof, including the representations and indemnities contained in the Purchase Agreement by this reference, as though repeated verbatim herein. 5. Recording. This Assignment shall be recorded in the records of the Clerk and Recorder of Weld County, Colorado. 6. Incorporation of Recitals. The recitals set forth above are incorporated into this Assignment by this reference. 7. No Third Party Beneficiaries. Nothing contained in this Assignment, expressed or implied, is intended or shall be construed to confer upon or give to any person other than the Parties and their successors or permitted assigns, any rights or remedies under or by reason of this Assignment. 8. Further Assurances. The Parties shall cooperate with one another and use their commercially reasonable efforts to effect, or cause to be effected, as the case may be, the transactions contemplated by this Assignment. Each of the Parties shall, at any time and from time to time after the date hereof, upon the request of any other Party, execute, acknowledge, and deliver all such further instruments or assurances as may be necessary, in the reasonable judgment of the requesting Party, to carry out the provisions and intent of this Assignment. 9. Assignment/Binding Effect/Successors and Assigns. This Assignment may not be assigned by operation of law or otherwise by either Party without the prior written consent of the other Party not to be unreasonably withheld; provided that Assignee may assign this Assignment to any affiliate of Assignee without the prior written consent of the Assignor; provided that such assignment shall not release Assignee from any obligations or liabilities under this Assignment. Any attempted assignment of this Assignment in contravention of this Section 9 will be void ab initio. This Assignment shall be binding upon and shall inure to the benefit of each of the Parties hereto and to their respective successors and permitted assigns. 2 4173229 Pages: 3 of 12 01/15/2016 12:57 PM R Fee:$66.00 Carly Koppes, Clerk and Recorder, Weld County, CO Ell k!��l I��J�I�,t�hi��:i�4'��4 RE�I I i ' I1�'��Wr III III 10. Counterparts/Signatures. This Assignment may be executed in one or more counterparts, each of which will be deemed an original. 11. Attorneys' Fees. If any suit or action arising out of or related to this Assignment is brought by any Party, the substantially prevailing Party or Parties shall be entitled to cover the costs and fees (including, without limitation, reasonable attorneys' fees, the fees and costs of experts and consultants, copying, courier, and telecommunication costs, deposition costs, and all other costs of discovery) incurred by such Party or Parties in such suit or action, including, without limitation, any bankruptcy, post -trial, or appellate proceeding, or the collection or enforcement of any judgment award entered or made in such suit or action. 12. Governing Law; Venue. This Assignment shall be governed by, construed, enforced and performed according to the laws of the State of Colorado without regard to principles of conflicts of law. Any litigation under this Assignment shall be brought and maintained in the appropriate courts in the City and County of Denver, State of Colorado, and the Parties consent to personal jurisdiction in the State of Colorado. EACH PARTY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 13. Amendment. This Assignment may not be amended, modified, or waived except by written instrument executed by officers or duly authorized representatives of the Parties. 14. Severability. The invalidity or unenforceability of any portion or provision of this Assignment shall in no way affect the validity or enforceability of any other portion or provision hereof. Any invalid or unenforceable portion or provision will be deemed severed from this Assignment and the balance of this Assignment will be construed and enforced as if this Assignment did not contain such invalid or unenforceable portion or provision. If any such provision of this Assignment is so declared invalid, the Parties shall promptly negotiate in good faith new provisions to eliminate such invalidity and to restore this Assignment as near as possible to its original intent and effect. 15. Notices. All notices, requests, demands, and other communications hereunder shall be made in writing. Notices, requests, demands, and other communications shall be deemed to be duly given upon the date of delivery, if delivered by hand; upon the date of sending, if delivered by email to the email address set forth below (with written confirmation of delivery); upon the third Business Day (defined below) after mailing, if mailed by certified or registered mail with postage prepaid; or upon the first Business Day after dispatch, if sent by nationally -recognized overnight courier as follows: If to the Assignor: Whiting Oil and Gas Corporation 1700 Broadway, Suite 2300 Denver, CO 80290 Attention: General Counsel Email: bruced@whiting.com 3 4173229 Pages: 4 of 12 CaryKopdes,Clerk 51and d Recorder, Weld County, CO 1{ {{{ If to the Assignee: BNN WESTERN, LLC c/o BNN Redtail, LLC 370 Van Gordon Street Lakewood, CO 80228 Attention: Land Department Email: cody.wagoner@tallgrassenergylp.com With a copy to (which shall not constitute notice): BNN WESTERN, LLC c/o BNN Redtail, LLC 370 Van Gordon Street Lakewood, CO 80228 Attention: Legal Department Email: adam.schiche@tallgrassenergylp.com or to such other addresses as any Party may provide to the other Parties in writing. For purposes of this Section 15, "Business Day" means any day that is not a Saturday, Sunday, or other day on which banking institutions in Denver, Colorado, are authorized or required by law to be closed. 16. Headings. The headings of the Sections and subsections of this Assignment are for convenience only and shall not be used in the interpretation of this Assignment. 17. Entire Agreement. Except for the License to Use Easements, Purchase Agreement, Water Commitment Agreement (to be recorded or a memorandum to be recorded in the real property records of Weld County, Colorado generally contemporaneously with this Assignment) and Produced Water Gathering and Disposal Agreement (to be recorded or a memorandum to be recorded in the real property records of Weld County, Colorado generally contemporaneously with this Agreement), each dated as of Effective Date, this Assignment constitutes the entire agreement and understanding of the Parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto. If a conflict exists between the terms and conditions in the body of this Assignment and the terms and conditions in an Exhibit, the terms and conditions in the body of this Assignment shall control. The provisions of the Purchase Agreement shall survive (i) the closing of the transactions contemplated by the Purchase Agreement and (ii) the execution and delivery of this Assignment and shall not merge with this Assignment or any other documents delivered at closing including the License to Use Easements, Purchase Agreement, Water Commitment Agreement, and Produced Water Gathering and Disposal Agreement. 18. Access. Assignor hereby grants, sells, conveys, and assigns to Assignee a non- exclusive perpetual easement over and across all real property owned by Assignor adjacent to the Agreements whether owned by Assignor now or in the future for purposes of ingress and egress 4 4173229 Pages: 5 of 12 01/15/2016 12:57 PM R Fee:$66.00 Carly Koppes, Clerk and Recorder, Weld County, CO �!��elink r� to and from the Agreement areas to public roads by means of dirt or paved roads, lanes, and pathways thereon, if existing or constructed in the future. 19. Breach. No breach of this Assignment shall entitle either Party to cancel, rescind, or otherwise terminate this Assignment, but such limitation shall not affect in any manner any other rights or remedies which such Party may have hereunder or pursuant to applicable law, by reason of such breach of this Assignment. 20. Time is of the Essence. Time is of the essence herein. 21. Interpretation. Unless a clear contrary intention appears, as used in this Assignment: (a) the singular includes the plural and vice versa; (b) reference to a document, agreement, or applicable law means such document, agreement, or applicable law as amended, modified, extended, replaced, or supplemented from time to time; (c) "include" or "including" means including without limiting the generality of the description preceding such term; (d) the word "or" is not exclusive, regardless of whether "and/or" is used in the applicable provision; (e) the phrase "this Assignment" and the terms "hereof," "herein," "hereby," and derivatives or similar words refer to this entire Assignment and the Exhibits hereto, all of which are incorporated herein; (f) references to money shall be in United States dollars; (g) the terms "will," "shall," and "agree" have the same meaning, force, and effect; (h) references to a "month" mean a calendar month, and references to a "year" mean a calendar year; (i) "person" means an individual or entity; and (j) references to an "affiliate" mean, in relation to a Party, any person that (x) directly or indirectly controls such Party, (y) is directly or indirectly controlled by such Party, or (z) is directly or indirectly controlled by a person that directly or indirectly controls such Party; provided that for this purpose, "control" of any entity or person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any person, whether through the ownership of a majority of equity interests or voting power or control in fact of the person or otherwise. 22. Ambiguity. This Assignment shall not be construed against either Party in the event of an ambiguity or other dispute as to its interpretation. 23. Authority. Each Party represents to the other that it has the power and authority to execute and deliver this Assignment and to perform its respective obligations under this Assignment and that the person or persons signing for each Party have been duly authorized by such Party to do so. 24. Waiver. The delay or failure of any Party hereto to insist in any one or more cases upon the strict performance of any provisions or covenants of this Assignment or to exercise any rights herein contained shall not be construed as a waiver or relinquishment for the future of any such provision, covenant, or right, and no waiver by either Party of any provisions of this Assignment will be deemed to have been made unless expressed in writing and signed by such Party. 25. No Joint Operations. Assignor and Assignee are independent entities and nothing contained in this Assignment shall be deemed or construed to create a partnership or joint 5 4173229 Pages: 6 of 12 01/15/2016 12:57 PM R Fee:$56.00 Carly Koppes: Clerk and Recorder; Weld County, CO X111 Mc) itilfitiArkil ItiYliff#110FI i 1111i venture of or between Assignor and Assignee, or to create any other relationship between the Parties other than assignor and assignee. [SIGNATURES AND ACKNOWLEDGMENTS CONTINUE ON FOLLOWING PAGES] 6 4173229 Pages: 7 of 12 01/15/2016 12:57 PM R Fee:$66,00 Carly Koppes, Clerk and Recorder, Weld County, CO ■III MCP O1gIONIliar IWZIri II & 11111 IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment to be effective as of the Effective Date. ASSIGNOR: Whiting Oil and Gas Corporation, a Delaware corporation By: tZ(4,e 4 Name: Rick Rick Ross Title: Senior Vice President - Operations ASSIGNEE: BNN WESTERN, LLC, a Delaware limited liability company By: Whiting Oil and Gas Corporation Its: Sole Member By:.✓► — Name: Rick Ross Title: Senior Vice President - Operations (Assignment and Assumption of Leases and Other Agreements) 4173229 Pages: 8 of 12 01/15/2016 12:57 PM R Fee:$66.00 Carly Koppes, Clerk and Recorder, Weld County, CO 1111 STATE OF ) ss. COUNTY OF The foregoing instrument was acknowledged before me this (/iday of t./0.40m , 2015, by Rick Ross as Senior Vice President - Operations of Whiting Oil and Gas Corporation, a Delaware corporation. Witness my hand and official seal. My commission expires: r7, 24711 ) ss. Not The forgoing instrument was acknowledged before me this / day of , 2015, by Rick Ross as Senior Vice President - Operations of Whiting 11 and Gas Corporation, the sole member of BNN WESTERN, LLC, a Delaware limited liability company. Witness my hand and official seal. My commission expires: . /L 1?,2ot7 `4Y MARGARET L NOTARY MEW STATE OFCOIL DQ NOWID2A134Ap9014 MIL 7 (Assignment and Assumption of Leases and Other Agreements) 4173229 Pages: 9 of 12 01/15/2016 12:57 6 6.0 Carly Koppes,Cle Clerk and Recorder, Weld0 eorrder,,Welld County, CO all PrOink lAti61 tthi :f+fiF , ,ilidi NM LOW II III EXHIBIT A Assignment and Assumption of leases and Other Agreements EXHIBIT A Assignment and Assumption of Leases and Other Agreements Prospect Name County Lease no. Record type Lessor I Grantor REDTAIL PROSPECT Weld CO076.319-000 SUR PATRICK J WOODS Lessee/ Grantee WHITING OIL AND GAS CORPORATION WHITING OIL AND GAS CORPORATION WHITING OIL AND GAS CORPORATION Lease date Recording N Legal description REDTAIL PROSPECT Weld C0076.319-000 AMEND PATRICK) WOODS REDTAIL PROSPECT Weld C0076.425-000 SUR TIMBRO RANCH AND CATTLE COMPANY, LLC REDTAIL PROSPECT Weld CO076.437.000 SUR NELSON RANCHES, INC. 8/28/2013 3961783 6th PM T9N R59W Sec 1: Gr acs: 0.0000 Net acs: 0.0000 SW/4 A 14.32 ACRE TRACT, MORE OR LESS 12/26/2013 3989592 4/8/2014 4012177 WHITING OIL AND GAS CORPORATION 6/30/2014 REDTAIL PROSPECT Weld SUR TWO MILE RANCH, GP WHITING OIL AND GAS CORPORATION REDTAIL PROSPECT Weld SUR ROBERT ROHN WHITING OIL AND GAS CORPORATION REDTAIL PROSPECT Weld C0076.464-000 SUR WADE E. CASTOR AND DELAND TODD CASTOR WHITING OIL AND GAS CORPORATION REDTAIL PROSPECT Weld C0076.464-000 AMEND WADE E. CASTOR AND DELAND TODD CASTOR WHITING OIL AND GAS CORPORATION REDTAIL PROSPECT Weld 00076.465.000 SUR RJM LAND COMPANY LLC WHITING OIL AND GAS CORPORATION REDTAIL PROSPECT Weld 00076.465.000 AMEND RJM LAND COMPANY LLC WHITING OIL AND GAS CORPORATION REDTAIL PROSPECT Weld C0076.465-000 SUR TIMBRO RANCH AND CATTLE COMPANY. LLC WHITING OIL AND GAS CORPORATION REDTAIL PROSPECT Weld C0076.465.000 AMEND TIMBRO RANCH AND CATTLE COMPANY, LLC WHITING OIL AND GAS CORPORATION REDTAIL PROSPECT Weld COD76.465-000 AMEND TIMBRO RANCH AND CATTLE COMPANY, LLC WHITING OIL AND GAS CORPORATION Page 1 of 1 10/19/2015 4165889 10/19/2015 4165890 11/7/2014 4100547 12/11/2015 4166004 10/2/2015 4100546 12/3/2015 4166005 8/26/2014 4105581 5/28/2015 4113700 12/8/2015 4166006 6th PM T9N R59W Sec 1: Gr acs: 0.0000 Net acs: 0.0000 SW/4 A 14.32 ACRE TRACT, MORE OR LESS 6th PM T10N R58W Sec 12: NE/4 Sec 10: NW/4 Sec 25: NE/4 6th PM T10N R58W Sec 20: NE/4 - POND G Sec 7: LOT 4 - POND H Sec 21: SE/4 - POND I 6th PM T10N R57W Sec 18: SE/4 - POND D 6th PM T10N R58W Sec 33: SW/4 POND B 6th PM T9N R59W Sec 16: NW/4SW/4 6th PM T9N R59W Sec 16: NW/4SW/4 6th PM T10N R57W Sec 19: SW/4SE/4 6th PM T10N R57W Sec 19: SW/4SE/4 6th PM T1ON R58W Sec 26: NW/4SE/4 6th PM T10N R58W Sec 26: NW/4SE/4 6th PM T1ON R58W Sec 26: NW/4SE/4 4173229 Pages: 11 of 12 01/15/2016 12:57 PM R Fee:$66.00 Carly Koppes, Clerk and Recorder Weld County. CO ■iii L � ' CI !ADM, Dar, , U III EXHIBIT B Definitions "Business" means the freshwater transportation and storage, and produced water gathering and disposal business, as conducted by the Assignor or Assignee, as applicable, in each case on certain real property located in Weld County, State of Colorado. "Contract" means any legally binding contract, agreement, note, instrument, lease, license, commitment, arrangement, understanding, undertaking, or other commitment or obligation, whether written or oral. "Governmental Authority" means any (a) U.S. or foreign federal, state, local, tribal, provincial, municipal, or other government (including any governmental agency, branch, department, official, or entity and any court or other tribunal); or (b) body entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or Taxing Authority or power of any nature. "Easements" means all easements, rights of way and associated rights and appurtenances related to, used or held for use in connection with the Business and the assets acquired by Assignee under the Purchase Agreement. "Knowledge of the Assignee" or "to the Assignee's Knowledge" (and any similar phrases as they relate to the Assignee) means the actual knowledge, without any duty of inquiry, of Jeff Nelson and Dick Sears. "Knowledge of the Assignor" or "to the Assignor's Knowledge" (and any similar phrases as they relate to the Assignor) means the actual knowledge, without any duty of inquiry, of Rick Ross, Mike Stahl, and Dusty Tucker. "Legal Requirement" means any order, constitution, law, ordinance, rule, regulation, statute, code or treaty issued by any Governmental Authority, including an arbitration panel, any principle of common law or judicial or administrative interpretation thereof. "Liens" means any lien, encumbrance, pledge, mortgage, deed of trust, security interest, hypothecation, license, lease, charge, option, right of first refusal, easement, covenant, servitude, proxy, voting trust or agreement, transfer restriction under any shareholder or similar agreement, or any other direct or indirect restriction or limitation, including mechanic's liens. "Permitted Liens" means (a) liens for Taxes and assessments that are not yet due and payable as of the Effective Date, (b) zoning, entitlement and other land use and environmental regulations by any Governmental Authority, provided that, in the case of (b), such regulations have not been violated and do not materially impact the Assignee's ability to conduct the Business following the Effective Date, (c) materialmen's, mechanics', repairmen's, employees', contractors', operators' or other similar liens or charges arising in the ordinary course of business that are incidental to construction, maintenance or operation of any of the assets acquired by Assignee and which are not, individually or in the aggregate, material to the Business or the assets acquired by Assignee, (d) defects in the early chain of title consisting of the mere failure to 4173229 Pages: 12 of 12 01/15/2016 12:57 PM R Fee:$66.00 Carly Koppes, Clerk and Recorder, Weld County, CO ■111!!ir.01,7Li'.Fwd.HiFififlOr11111, recite marital status in a document or omissions of heirship or probate proceedings unless the Assignee provides affilivative evidence that the lack thereof has resulted in another Person's actual and superior claim of title to any of the assets acquired by Assignee or Easements, and (e) any defects to the Assignee's Knowledge prior to executing this Agreement. "Order" means any order, decree, judgment, injunction (temporary, preliminary, or permanent), writ, assessment, arbitration award, or ruling by any Governmental Authority. "Person" means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations. "Surface Leases" means all of the rights and interests of the Assignor under the real property leases, subleases, licenses or other Contracts to the Assignor in which the Assignor is a party, or under which the Assignor otherwise has a right or option to use or occupy any real property, related to, used or held for use in connection with the Business. "Tax" and "Taxes" means any federal, state or local tax of any kind or nature, including any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, windfall profits, environmental, severance, customs duties, capital stock, franchise, profits, capital gains, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value-added, ad valorem, or other similar tax, including any interest, penalty, or addition thereto, whether disputed or not, and including any liability for any of the foregoing taxes or other items arising as a transferee, successor, by contract, or otherwise, for which such Person may be liable. "Taxing Authority" means, with respect to any Tax, the Governmental Authority or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision, including any governmental or quasi - governmental entity or agency that imposes, or is charged with collecting, social security or similar charges or premiums. 8277941_6 Hello