HomeMy WebLinkAbout20202398.tiffRESOLUTION
RE: APPROVE CANCELLATION AND RELEASE OF COLLATERAL, REASSIGN
IMPROVEMENTS AND ROAD MAINTENANCE AGREEMENT, AND ACCEPT
REPLACEMENT COLLATERAL FOR USE BY SPECIAL REVIEW PERMIT,
USR14-0087 - TIMBRO RANCH AND CATTLE, 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 April 22, 2015, the Board approved the application of
Timbro Ranch and Cattle, LLC, 5566 S. Sycamore Street, Littleton, CO 80120, 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, USR14-0087, for Mineral Resource Development Facilities,
Oil and Gas Support and Service (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:
Section 26, Township 10 North, Range 58 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 Timbro Ranch and Cattle, LLC, c/o 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 #RLB0016311, 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, Timbro Ranch and Cattle, LLC, c/o 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 USR14-0087, Performance Bond #RLB0016311, in the amount of $2,400.00, reassign the
Improvements and Road Maintenance Agreement, and accept replacement collateral from the
new owner, Timbro Ranch and Cattle, LLC, c/o BNN Western, LLC, in the form of Performance
Bond #SUR0060191, 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 #RLB0016311, 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, Timbro Ranch and Cattle, LLC, c/o BNN Western, LLC, and accept collateral
for improvements in the form of Performance Bond #SUR0060191, through Argonaut Insurance
Company, in the amount of $2,400.00.
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Carly Koppes, Clerk and Recorder, Weld County, CO
C1MIddl i'k II II
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081 901
2020-2398
PL2333
CANCEL AND RELEASE COLLATERAL, REASSIGN IMPROVEMENTS AND ROAD
MAINTENANCE AGREEMENT AND ACCEPT REPLACEMENT COLLATERAL - TIMBRO
RANCH AND CATTLE, 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 #RLB0016311, 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 umbra Ranch and Cattle, LLC, c/o BNN
Western, LLC, 370 Van Gordon Street, Lakewood, CO 80228, and replacement collateral in the
form of Performance Bond #SUR0060191, 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: dia,„,•Xl1.o•�
Weld County Clerk to the Board
BY:
1101(A -
Deputy Clerk to the Board
AP ED AS.
ttorney
Date of signature: off/t2/a�
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Carly Koppes, Clerk and Recorder, Weld County, CO
VIII I r.�R'�R I ,Ii+iQr:r irw�tIr�III�JI'�I'# tip # 1I 111
Mike Freeman, Chair
Steve;- oreno, Pro-Tem
2020-2398
PL2333
C��,� �➢ �39a 3
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:
Timbro Ranch and Cattle, LLC c/o Whiting Oil and Gas Corporation — USR14-0087
DEPARTMENT: Public Works DATE: June 4, 2020
PERSON REQUESTING: Jazmvn 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
(USRI 4-0087) from Timbro Ranch and Cattle, LLC clo Whiting Oil and Gas Corporation to Timbro Ranch and
Cattle, LLC c/o BNN Western, LLC, and accept replacement collateral provided by BNN Western, LLC procured
in the form of a Performance Bond #SUR0060191, 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 USR14-0087.
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:
Timbro Ranch and Cattle, LLC, c/o Whiting Oil and Gas Corporation
(PL2333 #2016-0408) Improvements Agreement Performance Bond #RLB0016311
Noncancellable and shall renew 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 USRI4-0087, 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 Hearintt Item Other/Comments:
2020-2398
fL.2333
Cheryl Hoffman
From:
Sent:
To:
Subject:
Attachments:
Jazmyn Trujillo Martinez
Monday, June 8, 2020 7:32 AM
Cheryl Hoffman; Dawn Anderson; Elizabeth Relford; Esther Gesick; Jay McDonald; Karla
Ford; Trace Anderson
BOCC PA REVIEW - USR14-0087 — Timbro Ranch and Cattle, LLC c/o Whiting Oil and
Gas Corporation
PA and Executed Reassign IA USR14-0087.pdf
ATTACHED BOCC PA REVIEW
Improvements Agreement: Release Collateral, Re -Assign Agreement, and Accept Replacement Collateral for
Improvements and Road Maintenance Agreement
Case/Applicant: USR14-0087 —Timbro Ranch and Cattle, LLC c/o Whiting Oil and Gas Corporation
Please note: Regular Agenda
Thank you!
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
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1
IMPROVEMENTS & ROAD MAINTENANCE AGREEMENT ACCORDING TO
POLICY REGARDING COLLATERAL FOR IMPROVEMENTS
Timbro Ranch and Cattle, LLC, C/O BNN Western, LLC — USR14-0087
THIS AGREEMENT is made this day of 202 by and between
Timbro Ranch and Cattle LLC, hereinafter referred to as "Prop Owner," BNN Western, LLC,
hereinafter called "Lessee", and the County of Weld, by an through its Board of County
Commissioners, hereinafter referred to as "County."
WITNESSETH:
WHEREAS, Property Owner is the owner of the property described in the application to Use
by Special Review USR14-0087, 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 USR14-0087, 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 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;
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Carly Koppes, Clerk and Reoorder, Weld County, CO
c720026 ��3g8
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 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.
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VIIII FJPINI 'c'ILIOMFNAir i i 11111
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 financially
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
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Carly Koppea, Clerk and Reoorder, Weld County, CO
i 'klk "III
calculated as described in this Agreement.
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 116 and 133 at 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.
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Carly Koppes, Clerk and Recorder, Weld County, CO
liii I ��R'JVfiE 4�fY'E 11�� Ia�;k KILN k'ti'�Yl 1I 111
11. Road Maintenance Collateral: Lessee shall post Road Maintenance Collateral as described
by Part 2 of this Agreement.
C. On -Site Improvements
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 I"
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Carly Koppee, Clerk and Reoorder, Weld County, CO
1111 liPJFAIV INV hligliti Id,EVRAY.I31 ti14W4 11111
IMPROVEMENTS & ROAD MAINTENANCE AGREEMENT ACCORDING TO
POLICY REGARDING COLLATERAL FOR IMPROVEMENTS
Timbro Ranch and Cattle, LLC, C/O BNN Western, LLC — USR14-0087
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.
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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 and Property Owner 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.
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Carly Koppel', Clerk and Recorder, Weld County, CO
VIII "Ill
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 maybe 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
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Carly Koppee, Clerk and Recorder, Weld County, CO
iii l���l�141I��Na"hh 'R� r4�M8ivaF DLIUi5IMIIIA 11111
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
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Carly Koppes, Clerk and Recorder, Weld County, CO
VIII Iire M irlita �iIr.Jf4riA Y W AA RI 111
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 or Property Owner 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. 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
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
Page 10 of 12
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Carly Koppes, Clerk and Recorder, Weld County, CO
11111
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 Fees/Legal Costs: 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 11 of 12
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Carly Koppes, Clerk and Recorder, Weld County, CO
ink del k Bill
LESSEE (If Applicable):
SIGNATURE
PRINTED NAME /t /.ERIK I I CNC
TITLE U (Cl'SI�c-��
STATE OF COLORADO
ss.
County of ct--5 *cc ,...
The }f..o,regoing instrument was acknowledged before me this 1O day of /14+1
2020, by / 1•�-L (z 4. .: c l lJ P of B /J Lie L
WITNESS my hand and official seal.
CODY L WAGONER
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20084037485
MY COMPASSION EXPIRES DECEMBER 1 2020
Notary Public
ATTEST: „) v• r '' BOARD OF COUNTY COMMISSIONERS
Weld C. ' ty Clerk to the Bo. rd WELD COUNTY, COLORADO
BY:
Deputy Clef? to t e Boike Freeman, Chair
4618982 Pages: 12 of 16
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Carly Koppes, Clerk and Recorder, Weld County, CO
Page 12 of 12
AUG 0 5 2020
020020 -- �3 98
EXHIBIT A - Cost Sheet (OFF -SITE)
Name of Facility: ter• ICI Sub
Personnel Contact: Name Co 1 Ltd+",--
Filing/Case #: OS IL 1,4 - OO $1
Title: Sr A tea'
Intending to be legally bound, the undersigned Applicant hereby agrees to provide thr
Location: CL lit + 077
Phone: 3O3-11)- )30S-
Improvements
(Leave spaces blank where they do not apply)
„ _
(OFF -SITE)
Quantity
Units
Unit Costs ($)
Estimated Construction
Cost ($)
!,PUBLIC WORKS!,
Survey, Street Monuments/Boxes
Street Grading
Street Base
Street Paving
Pavement Marking
Curbs, Gutters, and Culverts
Sidewalk
Entrance/Access Improvements
Road Culvert
Dust Control (per Sec. E.-7.5.2)
Road Maint. Collateral (per Sec. E.-7.5)
If 2,'.j OO 0.
!,PLANNING SERVICES!,
Fire Hydrants
Site Grading
Retention / Detention Ponds
Stormwater/Drainage Facilities
Erosion Control Measures/BMP's
Grass Lined Swale
Subsurface Drainage
Ditch Improvements
Parking Area, Curb Stops, Bus Kiosks,
Mailboxes
Street Lighting
Street Names
Signage
Fencing Requirements
Landscaping, Seeding, Trees, etc.
Park Improvements
Handicap Accessibility, Parking & Rails
!,Health Department!,
Septic Systems
STIR -TOTAL:
����' `�
c
04,
(Testing, inspection, as -built plans and work in addition to preliminary and
Engineering and Supervision Costs ($) fmal plat; supervision of actual construction by contractors)
TOTAL ESTIMATED COST OF IMPROVEMENTS, ENGINEERING AND SUPERVISION ($)
4618982 Pages: 13 of 16
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Carly Koppes, Clerk and Recorder, Weld County, CO
iii Kill:IlhinilIVALFANitifirVil II
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:
d-' _
a, t..o=..".
Applicant
ft Ave... -
Title
By:
Applicant
Title
4618982 Pages: 14 of 16
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Carly Koppes, Clerk and Recorder, Weld County, CO
VIII IMPlifi, lICI N III ti'hd al AMMAN. I
Date 8`1x1 IC) , 20 1-C
Date , 20
EXHIBIT B - Time Schedule (OFF -SITE) & (ON -SITE)
Name of Subdivision, PUB, USR, RE, SPR: OS A— I tt — O O t . Filing/Case #: Location: C IL l l 6 + 173
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 foil
Improvements
(Leave spaces blank where they do not apply)
Time Schedule
(OFF SLTE
IPUBLIC WORKS J,
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)
J,PLANNING SERVICE S1
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
J,Health Department j.
Septic Systems
Final Completion Date for Entire Proiect
j4..,t.it , lei
4618982 Pages : 15 of 16
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Carly Koppes, Clerk and Recorder, Weld County, CO
liii IPA: N DI IUr lNr, Wilk Milli Will WILiILi111 11 1
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:
C.',
Applicant
Title
By:
Applicant
Title
4618982 Pages: 16 of 16
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Carly Koppes, Clerk and Recorder, Weld County, CO
VIII Relt'NIM IOC IA 4k W h 11111
Date � Zd
, 20 ?A
Date , 20
Contract Form
New Contract Request
Entity Information
Entity Name* Entity ID*
TIMBRO RANCH AND CATTLE LLC @00042534
Contract Name*
Contract ID
IMPROVEMENTS & ROAD MAINTENANCE AGREEMENT FOR 3953
USR14-00187 TIMBRO RANCH & CATTLE, LLC
Contract Status
CTB REVIEW
Contract Lead*
DRANDERSON
❑ New Entity?
Parent Contract ID
Requires Board Approval
YES
Contract Lead Email Department Project #
dranderson@r_o weld.co us
Contract Description*
IMPROVEMENTS & ROAD MAINTENANCE AGREEMENT FOR USR14-00187 TIMBRO RANCH & CATTLE. LLC $2,400
COLLATERAL REQUIRED AND SUBMI I I ED BY BNN WESTERN. LLC IN THE FORM OF PERFORMANCE BOND #SUR0060191
Contract Description 2
THYIS NEW COLLATERAL WILL REPLACE THE EXISTING $2.400 COLLATERAL TIED TO THE FOLLOWING: IMPROVMENTS
AGREEMENT (PL2333 #2016-0408) PERFORMANCE BOND #RLB00 16311
Contract Type
AGREEMENT
Amount*
$2,400.00
Renewable*
NO
Automatic Renewal
Grant
IGA
Department
PUBLIC WORKS
Department Email
CM-
PublicWorks@weldgov.com
Department Head Email
CM-PublicWorks-
DeptHead@weldgov.com
County Attorney
BOB CHOATE
County Attorney Email
BCHOATE@CO.WELD.CO.US
Requested BOCC Agenda
Date *
08105/2020
Due Date
08,'01,'2020
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be included?
NO
tf 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
OnBase
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
08/05/2020
Originator
DRANDERSON
Contact Type
Contact Email
Finance Approver
BARB CONNOLLY
Contact Phone 1 Contact Phone 2
Purchasing Approved Date
Finance Approved Date
07/31;2020
Tyler Ref
AG 080520
Legal Counsel
BOB CHOATE
Legal Counsel Approved Date
07/31/2020
•
CLERK TO THE BOARD
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September 24, 2020
RLI Insurance Company
Attn: Lisa Pohl
19020 33rd Avenue West
Suite 460
Lynnwood, WA 98036
PHONE: (970)400-4227
FAX: (970) 336-7233
1150 O STREET
P. O. BOX 758
GREELEY. CO 80632
RE: Release Performance Bond #RLB0016311 - USR14-0087 — Timbro Ranch and Cattle.
LLC, c/o BNN Western, LLC (formerly 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 #RLB0016311 held as collateral in the
amount of $2,430.00 for USR14-0087, Timbro Ranch and Cattle; LLC, c/o BNN Western, LLC
(formerly c/o Whiting Oil and Gas Corporation). Additionally, you will find the released
Performance Bond #RLB0016311.
If you have any questions, please contact me at (970) 400-4227, or email
choffman@weldgov.com.
V truly yours,
Cheryl L. Hoff an
Deputy Clerk to the Beard
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 PL2333
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CLERK TO THE BOARD
1150 O STREET
PO BOX 758
GREELEY CO 80632-0758
RLI INSURANCE COMPANY
ATTN: LISA POHL
19020 33RD AVE WEST - STE 460
LYNNWOOD WA 98036
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D. Is delivery address different from item 1? O Yes
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3. Service Type
❑ Adult Signature
❑ Adult Signature Restricted Delivery
.?lertified Mail®
❑ Certified Mall. Restricted Delivery
❑ Collect on Delivery
❑ Collect on Delivery Restricted Delivery
❑ Insured Mail
D Insured Mail Restricted .Delivery
(over $500)
Priority Mail Express®
Registered Mail TM
Registered Mail Restricted
Delivery
Return Receipt for
Merchandise
Signature ConfirmationTM
Signature Confirmation
Restricted Delivery •
PS Form 3$11, July 2015 PSN 7530-02-000-9053
Domestic Return Receipt
® Complete items 1, 2, and 3.
▪ Print your name and address on the reverse
so -that we canreturn the card to you.
® Attach this card to the back of the mailpiece,
or on the front if space permits.
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7017 1450 0000 9675 4242
PS Form 3811, July 2015 PSN 7530-02.000-9053
3. Service Type
❑ Adult Signature
❑ Adult Signature Restricted Delivery
.C'aertified Mail®
O Certified Mail Restricted Delivery
❑ Collect on Delivery
❑ Collect on Delivery Restricted Delivery
`-1 Insured Mail
Insured Mail Restricted Delivery
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❑ Priority Mail Express®
❑ Registered MaiITM
❑ Registered Mail Restricted
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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.
he
ftrnan
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 al Insurance Company
19020 33rd Ave W. Ste. 460
Lynnwood, WA 98036
(800)765-2242 x7204
(206)628-7204
Lisa.pohl@rlicorp.com
www.rlicorp.com
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❑ Signature Confirmation
Restricted Delivery
PS Form 3811, July 2015 PSN 7530-02-000-9053
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CLERK TO THE BOARD
1150 0 STREET
PO BOX 758
GREELEY CO 80632-0758
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7017 1450 0000 9675 4228
RLI INSURANCE COMPANY UNDERWRITERS INDEMNITY INS
URANCE
8 GREENWAY PLAZA
SUITE 400
HOUSTON, TX 77046
CLERK TO THE BOARD
1150 0 STREET
PO BOX 758
GREELEY CO 80632-0758
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RLI INSURANCE COMPANY UNDERWRITERS INDEMNITY INSUR
ANCE
8 GREENWAY PLAZA
SUITE 400
HOUSTON TX 77046
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"MT1150 O STREET
PO BOX 758
wi u N T Y GREELEY CO 80632-0758
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7017 1450 0000 9675 4228
RLI INSURANCE COMPANY UNDERWRITERS INDEMNITY INSURANCE
8 GREENWAY PLAZA
SUITE 400
HOUSTON, TX 77046
ta WAWA*
U.S. POSTAGE>> PITNEY BOWES
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0000335?69AUG 27 2020
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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 #RLB0016311 - USR14-0087 — Timbro Ranch and Cattle,
LLC, do BNN Western, LLC (formerly 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 #RLB0016311 held as collateral in the
amount of $2,400.00 for USR14-0087, Timbro Ranch and Cattle, LLC, c/o BNN Western, LLC
(formerly do Whiting Oil and Gas Corporation). Additionally, you will find the released
Performance Bond #RLB0016311.
If you have any questions, please contact me at (970) 400-4227, or email
choffman@weldgov.com.
V-ry truly yours,
Cheryl . Hoff an
Deputy Clerk to the
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 PL2333
Corpor
organiz
office 1•
hereinafte
Plaza, Suit.
held and fir
County, Colora
called "Obligee
and No/100 Dolla
the payment of whi
administrators, suc
by these presents.
PERFORMANC
BOARD OF COUNTY COMMISSIOF
pe
KNOW ALL PERSONS BY THESE PRESEN'1,..'bMry
tion, 1700 Broadway, Suite 2300, Derr. ee
under the laws of the State of Color,
ated at 1700 Broadway, Suite 2300, Denve_ oar:,
called "Principal", and RLI Insurance Coml.,
400, Houston, TX 77046, hereinafter called
y bound unto Board of County Commissioner
o, on behalf of Weld County, Colorado,
in the full and penal sum of Two Th
($2,400.00), lawful money of the
h well and truly made, we bind
ssors and assigns, jointly
RLB001631/
1
of h
ereinafte.
• sand Four Hunc._
nited States for
rselves, our heirs,
d severally, firmly
WHEREAS, the abov:-bound Principal has •btained or is about to
obtain from the Obligee land use permit, amely (insert the specific
permit and number - USR, •R etc)USR14-00: and pursuant to the
requirements of said permit has entere• nto an Improvements
Agreement, dated / ..4'/f , wi h Oblige: and
WHEREAS, The Improvements '`gr- ent requires Principal to obtain
a performance bond in an amount e .l to the total cost of the
improvements for which Principal responsible and naming Obligee as
beneficiary, and
WHEREAS, the value of i •rovemen for which Principal is
responsible equals Two Thou nd Four Hun red and No/100 Dollars,
($2,400.00), and
NOW, THEREFORE, THE CO
Principal shall well,
of its undertakings,
the Improvements Ag
and demands set f
save harmless Ob
reason of Princ •
and repay Obl'
making good
ITION OF THIS OBLIGAT
ruly and faithfully perf
ovenants, terms, and condi
ement, and if Principal shall
th in said agreement, and shall
gee from all costs and damages whic
al's failure to perform as agreed, and
ee all outlay and expense which Obligee m.
y default, then this obligation shall be nul
N IS SUCH, that if
m its duties, and all
ons as set forth in
atisfy all claims
ly indemnify and
it may suffer by
hall reimburse
incur in
and void;
PROVIDED F THER, that if Principal shall default in any of s
obligati • s set forth in the Improvements Agreement, and there-fter
fail to ully indemnify and save harmless Obilgee from all cost and
damago. which it may suffer by reason of said default, this obli•ation
shal remain in full force and effect;
P'•VIDED FURTHER, regardless of the number of years this Bond is in force, or
e 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;
Co<
PROVIDED FURTHER, that Surety, for value r stsp,ipulates and
agrees that no change, extension of time, of�F,4s .1.4 ''Hition to the
terms of the Improvements Agreement to t (4te• °AY OA, -1
ereunder, shall in any way affect its b O - 0 I 0 and
i does hereby waive notice of any suc �!' L5-‘2-4D
� tyCO N(�� (��
al.- ration or addition to the terms of 0 �o f!j R
ROVIDED FURTHER, this bond is NONCANCE
��SSi /lQ11/41.
e` or
annual automatically, from the date of this bona. be ~Ob
Obligee, to guarantee that Principal shall well, truil 0.1 1„4 ye00
perform i '. duties, and all of the undertakings, covenanL rlY
conditions et forth in the Improvements Agreement, and a
thereof whic may be granted by Obligee with or without otice L.
Surety.
The parties to t s Performance Bond acknowledge ththrough the
Improvements Agreement, Obligee reserves the righ to require Principal
to obtain a differe Performance Bond from a fi-_ncial institution
other than Surety in he event that the rating .f Surety by AM Best
falls below a B+ ratin
IN WITNESS WHEREOF, this nstrument is exe..ted in four (4)
counterparts, each one of hich shall be eemed an original, this 7th
day of December X15.
hiting Oil and Gas Corporation
Principal
Principal Secretary/Witness Titl
(SEAL)
Witns as Surety, Na
D d M. Seery
Vice/' resident - Land
RLI Ins an e Company
By:
Jason Kil
8 Greenway Plaza Suite 400 8 Greenway Pla-
Address Address
046
IMPORT 1 T: Surety company executing bond must appear on t Treasury
Depar ent's most current list (Circular 570 as amended) and be _ thorized
to t.:nsact business in the State of Colorado.
Bond must be accompanied with Attorney -in Fact's authority from the s ety
company certified to include the date of the bond.
RLI
RL rety
A divfs
of RU Insurance Compare,
Know Al en by These Presents:
co
RFg°srF,�,
as 6 ,0, ti4
"?J tic NT E
.06
e,.
°
That the RLI INS '+ CE COMPANY, a corporation organized and existing under the laws of
°dr
to do business in all s es and the District of Columbia does hereby make, constitute and appoint _
in the City of HOUSTO State of TEXAS , as Attorney -in -Fact, with full power and authority he,
execute, acknowledge and de er for and on its behalf as Surety and as its act and deed, all of the follow' cla..
01,, °
74)
% RF
'o,, IopoW4) 0
$2,400.00
Indemnity, Surety and UndertakinT that may be desired by contract, or may be given in any actior proceeding in any coui,
or equity; policies indemnifying emp ers against loss or damage caused by themisconduct of eir employees; official, bail and
surety and fidelity bonds. Indemnity in II cases where indemnity may be lawfully given; and h full power and authority to
execute consents and waivers to modify • change or extend any bond or document execute • or this Company, and to compromise
and settle any and all claims or demands de or existing against said Company.
The RLI INSURANCE COMPANY further certifies tha the following is a true and exac opy of a Resolution adopted by the Board of
Directors of RLI Insurance Company, and now in forto-wit:
"All bonds, policies, undertakings, Powers of Attorney, or o • er oblig
name of the Company by the President, Secretary, any Assist. Secr
as the Board of Directors may authorize. The President, any Vi Pres
appoint Attorneys -in -Fact or Agents who shall have authority to t
The corporate seal is not necessary for the validity of any bends,
the corporation. The signature of any such officer and the corpo
p
to
atio of the corporation shall be executed in the corporate
eta , Treasurer, or any Vice President, or by such other officers
nt, Secretary, any Assistant Secretary, or the Treasurer may
bonds, policies, or undertakings in the name of the Company.
es, undertakings, Powers -of -Attorney, or other obligations of
I may be printed by facsimile."
IN WITNESS WHEREOF, the RLI Insurance Comphas caused these presents to be exec d by its PRESIDENT with its
corporate seal affixed this
ATTEST:
CORPORATE SEC ARY
State of Illinois
SS
County of Peoria
lilt lilt!
NCEC
013.P O Ft 4
' SEAL
•
S CE COMPANY?
PRES
On this 7th day of De ber 2015 before me, a Notary Public, personally appeared Michael J. Stone and Jean M. Stephenson, who
duly sworn, acknow • ged that they signed the above Power of Attorney as President and Corporate Secretary, respectively, of the said RLI I ` CE
COMPANY, and acknowledged said instrument to be the voluntary act and deed of said corporation.
"OFFICIAL SEAL"
NOTARY i€
PUBLIC , JACQUELINE M. BOCKLER
STATE OF
ILLINOIS COMMISSION EXPIRES 01/14/18
Iin,I�11e �}ls.
ng by me
SPA028 (03/11)
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 #RLB0016311 - $2,400.00 and
Accept new Collateral — Performance Bond #SUR0060191 - $2,400.00 -
USR14-0087 — Timbro Ranch and Cattle, LLC, c/o BNN Western, LLC
(formerly c/o Whiting Oil and Gas Corporation)
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 #RLB0016311 held as collateral in the amount
of $2,400.00 to RLI Insurance Company and accepting the new Performance Bond
#SUR0060191 in the amount of $2,400.00, through Argonaut Insurance Company. The original
Performance Bond #RLB0016311 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 Hoffm-n
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
b
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CLERK TO THE BOARD
1150" O STREET
PO BOX 758
GREELEY CO 80632-0758
WHITING OIL AND GAS CORPORATION
ATTN: MARY WEBBER
B E R
1700 LINCOLN ST - STE 4700
DENVER CO 80203
..4—.wtar .4144.0.114
CLERK TO THE BOARD
1150 0 STREET
PO BOX 758
GREELEY CO 80632-0758
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7017 1450 0000 9675 4235
i
WHITING OIL AND GAS CORPORATION
ATTN: SHANE FROSS, VICE PRESIDENT - OPERATIONS
1700 BROADWAY - SUITE 2300
DENVER, CO 802
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ZIP 80631 007.05
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57 9 S E -y i T. -:l Ti:2 iY s ry
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 #RLB0016311 - $2,400.00 and
Accept new Collateral Performance Bond #SUR0060191 - $2,400.00 -
USR14-0087 — Timbro Ranch and Cattle, LLC, c/o BNN Western, LLC
(formerly c/o Whiting Oil and Gas Corporation)
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 #RLB0016311 held as collateral in the amount
of $2,400.00 to RLI Insurance Company and accepting the new Performance Bond
#SUR0060191 in the amount of $2,400.00, through Argonaut Insurance Company. The original
Performance Bond #RLB0016311 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,
i
Cheryl off a
Deputy Clerk o the Bo rd
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
ED
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U.S. Postal ServiceTM
CERTIFIED MAIL° RECEIPT
Domestic Mail Only
For delivery information, visit our website at www.usps.comr.
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
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U.S. Postal ServiceTM
CERTIFIED MAIL° RECEIPT
Domestic Mail Only
For delivery information, visit our website at www.usps.com'
F
Certified Mail Fee
Extra Services & Fees (check box, add fee as appropriate)
O Return Receipt (hardcopy) $
D Return Receipt (electronic) $
❑ Certified Mail Restricted Delivery $
• Adult Signature Required $
Adult Signature Restricted Delivery $
Postage
Total Postage and Fees
PS Form 3800, April 2015 PSN 7530-02-000-9047 See Reverse for Instructions
rep nd Apt. ,4 or PC) Box No.
U.S. Postal ServiceTM
CERTIFIED MAIL® RECEIPT
Domestic Mail Only
For delivery information, visit our website at www.usps.com®.
mzusE
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
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PS Form 3800, April 2015 PSN 7530-02-000-9047 See Reverse for Instructions
Oeri Alkt., /14 S.s.- Bond No. SUR0060191
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) USR14-0087 and pursuant to the
requirements of said permit, has entered into an Improvements Agreement,
dated December 8, 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.
Principal Secretary/Witness
A~
(SEAL)
By:
Ar uttInsur ice Company
rd
Witness as Surety, M�ria D. Zuniga Rich Covington, attorney -in -Fact
10100 Katy Freeway, Suite 400 'P.O. BOX 469011
Address
Houston, TX 77043
Address
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 c 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 e r• arela
Their true and lawful agent(s) and attorney(s)-in-fact, each in their separate capacity if more than one is named a
and on its behalf as surety, and as its act and deed any and all bonds, contracts, agreements of indemnity and o
however, that the penal sum of any one such instrument executed hereunder shall not exceed the sum of:
$85.000.000.00
This Power of Attorney is granted and is signed and sealed under and by the authority of the folio
Argonaut Insurance Company:
"RESOLVED, That the President, Senior Vice President, Vice President, Assistant Vice
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
ecute, seal and deliver for
gs in suretyship provided,
adopted by the Board of Directors of
Secretary, Treasurer and each of them hereby is
ature, which may be attested or acknowledged by any
of attorney, to execute in behalf of, and acknowledge as
suretyship, and to affix the corporate seal thereto."
IN WITNESS WHEREOF, Argonaut Insurance Company has caused its off ci to be hereunto affixed and these presents to be signed by its duly
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 th the se
signature as officer we
adopted by the Board o
Argonaut Insurance Company
Jas oNc Cs.
° (SE AL -
t•,• 1848 •_: by
ldtrNo�.• • .
,,, *..........
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
£fixed to the preceding instrument is the Corporate Seal of said Company, and the said Corporate Seal and his
ixed 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 . y OF, I have hereunto set my hand, and affixed my Official Seal at the County of Harris, the day and year first above written.
.4•t1-tUu,rt 4Y). ‘-iYlJl.1Jln
(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
?r. c
°SEAU
tX'•. 1948
b ;' 2g
:°<tlNQ\5r 'r.
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
Nor 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: USR14-0087 & 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 USRl4-0087 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 P17 R Fee:$66.00
Carly
K11,;�Clerk
and
iiRecorder,
Weld
County, Co
11 111
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.
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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.
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■III �1��1 ��i�'J�I�,�Ih�i'��114����R!'MF��'��C��iltAidii 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
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BlinICINMALIICKWFIVARNIVAI Li II II
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
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Mi.41Cr�,NI011 010i Bill
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 aParty, 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
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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]
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■��� t0:1!'Y1441.'P irar liif'UMW'kid II III
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: /��✓'�-' X>-
Name: 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)
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Carly Koppes, Clerk and Recorder, Weld County, CO
■iii fi,rri�:ilifiliii lYkli li.Z v�,4i lrLiliiiAliv 11111
STATE OF
COUNTY OF
) ss.
If The foregoing instrument was acknowledged before me this eitday of
,leQiyi1
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:
) ss.
Not
The forgoing instrument was acknowledged before me this f day of
, 2015, by Rick Ross as Senior Vice President - Operations of
Whiting it and Gas Corporation, the sole member of BNN WESTERN, LLC, a Delaware
limited liability company.
Witness my hand and official seal.
My commission expires:
;AP lt_ 17,2o(7
MARWAMT
NOM FIJBLIC
STATEOFCOLORADQ
NO1AR 107A13&AQ3G14
Ake.
(Assignment and Assumption of Leases and Other Agreements)
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11/2016 Clerk and Recorder, sWelld County, CO
Ills r P',nkil?h�1�6111:111Nchi +��Y4rh "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/Grantor
REDTAIL PROSPECT Weld 00076.319-000 SUR PATRICK J WOODS
Lessee! Grantee
WHITING OIL AND GAS CORPORATION 8/28/2013 3961783 6th PM
TBN R59W
Sec 1: Gr acs: 0.0000 Net acs: 0.0000
SW/4 A 14.32 ACRE TRACT, MORE OR LESS
Lease date Recording N Legal description
REDTAIL PROSPECT Weld CO076.319-000 AMEND PATRICKJ WOODS
REDTAIL PROSPECT Weld CO076.425-000 SUR TIMBRO RANCH AND CATTLE COMPANY, LLC
REDTAIL PROSPECT Weld CO076.437.000 SUR NELSON RANCHES, INC.
REDTAIL PROSPECT Weld SUR TWO MILE RANCH, GP
REDTAIL PROSPECT Weld
SUR ROBERT ROHN
REDTAIL PROSPECT Weld C0076.464.000 SUR WADE E. CASTOR AND DELAND TODD CASTOR
REDTAIL PROSPECT Weld C0076.464-000 AMEND WADE E. CASTOR AND DELAND TODD CASTOR
REDTAIL PROSPECT Weld CO076.465.000 SUR RJM LAND COMPANY LLC
REDTAIL PROSPECT Weld 00076.465.000 AMEND RJM LAND COMPANY LLC
REDTAIL PROSPECT Weld CO076.465.000 SUR TIMBRO RANCH AND CATTLE COMPANY, LLC
REDTAIL PROSPECT Weld 00076.465.000 AMEND TIMBRO RANCH AND CATTLE COMPANY, LLC
REDTAIL PROSPECT Weld C0076.465-000 AMEND TIMBRO RANCH AND CATTLE COMPANY, LLC
WHITING OIL AND GAS CORPORATION 12/26/2013 3989592
WHITING OIL AND GAS CORPORATION 4/8/2014 4012177
WHITING OIL AND GAS CORPORATION 5/30/2014
WHITING OIL AND GAS CORPORATION 10/19/2015 4165889
WHITING OIL AND GAS CORPORATION 10/19/2015 4165890
WHITING OIL AND GAS CORPORATION 11/7/2014 4100547
WHITING OIL AND GAS CORPORATION 12/11/2015 4186004
WHITING OIL AND GAS CORPORATION 10/2/2015 4100546
WHITING OIL AND GAS CORPORATION 12/3/2015 4166005
WHITING OIL AND GAS CORPORATION 8/26/2014 4105581
WHITING OIL AND GAS CORPORATION 5/28/2015 4113700
WHITING OIL AND GAS CORPORATION 12/8/2015 4166006
Pagel of1
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
T1ON R5BW
Sec 12: NE/4
Sec 10: NW/4
Sec 25: NE/4
6th PM
T1ON R58W
Sec 20: NE/4 - POND G
Sec 7: LOT 4 - POND H
Sec 21: SE/4 - POND I
6th PM
T1ON R57W
Sec 18: SE/4 - POND D
6th PM
T1ON 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
T1ON R57W
Sec 19: SW/4SE/4
6th PM
T1ON R57W
Sec 19: SW/4SE/4
6th PM
T1ON R58W
Sec 26: NW/4SE/4
6th PM
T1ON R58W
Sec 26: NW/4SE/4
6th PM
T1ON R58W
Sec 26: NW/4SE/4
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■�(� ���1><'1� Fti�'JE�„IW�R YPr16141 PLOY CI I 'tPaOM II III
EXHIBIT B
Defmitions
"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
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VIII FJP, PLi;!WIVE LDtL' :114 II II
recite marital status in a document or omissions of heirship or probate proceedings unless the
Assignee provides affirmative 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
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