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Home My WebLink About20193533.tiffOK1 3Oth BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW/Regular or Consent Hearing Agenda REQUEST RE: BOCC Agenda Item - Approve Improvements and Road Maintenance Agreement for: Expedition Water Solutions Colorado, LLC — USR18-0087 DEPARTMENT: Public Works DATE: July 11, 2019 PERSON REQUESTING: Tisa Juanicorena Brief description of the issue: The Department of Public Works received a request from the applicant, Expedition Water Solutions Colorado, LLC, requesting that the Board of County Commissioners consider approving the Improvements and Road Maintenance Agreement for (USRI 8-0087). No collateral is required with this agreement. Weld County Public Works, Planning Services and the County Attorney's Office have reviewed the above -mentioned signed original document and observed the following: • All Public Works related items, of the "Improvements & Road Maintenance Agreement According To Policy Regarding Collateral For Improvements", are found to be acceptable. • This Agreement complies with the terms of the Use by Special Review Permit Resolution, as signed by the Board of County Commissioners. What options dist for the Board? 1. Have this BOCC Hearing item be placed on the next available agenda as part of the Consent Agenda. 2. Have this BOCC Hearing item be placed on the next available agenda as part of the Regular Agenda. Recommendation: Option 1. The Departments of Public Works, Planning Services and the County Attorney's Office are recommending approval of the Improvements & Road Maintenance Agreement According To Policy Regarding Collateral For Improvements for USR18-0087, and that this item be placed on the next regularly scheduled BOCC Hearing, as part of the Consent Agenda. Approve Schedule as Regular Recommendation BOCC Hearing Item Other/Comments: Sean P. Conway Mike Freeman, Pro -Tern Scott K. James Barbara Kirkmeyer, Chair Steve Moreno cc Ro(TJI PL(a8I Oa, 09/09/19 02(1)-0t- 6°U)) 2019-3533 IMPROVEMENTS & ROAD MAINTENANCE AGREEMENT ACCORDING TO POLICY REGARDING COLLATERAL FOR IMPROVEMENTS Expedition Water Solutions Colorado, LLC — USR 18-0087 THIS AGREEMENT is made this I' day of -,jo: j , 2015_, by and between Expedition Water Solutions Colorado, LLC, 2015 Clubhouse Dr., Suite 201, Greeley, CO 80634, a corporation organized under the laws of the State of Colorado, hereinafter referred to as '`Property Owner," authorized to do business in the State of Colorado, and the County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1 150 `'O" Street, Greeley, Colorado 80631 hereinafter referred to as "County." WITNESSETH: WHEREAS, Property Owner is the owner of the following described property in the County of Weld, Colorado: Lot A of Recorded Exemption, RECX 18-0175: being part of the SEI/4, Nl/2 SWI/4, Sl/2 NE1/4 of Section 2, Township 11 North, Range 63 West of the 6th P.M., Weld County, Colorado hereinafter referred to as "the Property," and WHEREAS, Property Owner has received Board of County USR18-0087. and Commissioner approval of WHEREAS, Property Owner acknowledges that the final approval of USR18-0087 is conditional upon Property Owner's funding and/or construction of the road maintenance and off -site improvements if/when triggered and as described in this Agreement and depicted in the following incorporated exhibits: Exhibit A-1 Exhibit B-1 — Exhibit A-2 — Exhibit B-2 B.4.0. below Exhibit C — Construction Plans, to be attached when triggered pursuant to Part I. A.3.0. below Exhibit D — Plat Map (recorded simultaneously with this Agreement). and — Off -Site Costs of Construction, to be attached when triggered pursuant to Part I. B., below Off -Site Construction Schedule, to he attached when triggered pursuant to Part I. B.. below Future Improvements Costs of Construction. to be attached pursuant to Part I. B.3.0, below — Future Improvements Construction Schedule Triggers, to be attached pursuant to Part I, WHEREAS, Property Owner acknowledges they may not operate as described in USRI8-0087 until said Agreement has been completed and accepted by County, and WHEREAS, Property Owner acknowledges that pursuant to the provisions of Weld County Code Section 23-2-290, the failure to commence construction of the improvements if/when triggered and outlined herein within three (3) years may result in the revocation or suspension of USR 18-0087. upon consideration and order of the Board of County Commissioners, and WHEREAS, the parties agree that the Property Owner shall provide collateral for off -site improvements if/when triggered and as required by this Agreement and the Board of County Commissioners. Expedition Water Solutions Colorado, Ilk' - USRl8-0087 - E\19-0006 Page I of 13 02019-.3.33 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 I: SITE SPECIFIC PROVISIONS A. Off -Site Improvements (as required by the BOCC): The Property Owner shall be responsible for the construction of certain off -site safety improvements as identified in the USR hearing Resolution, which may include, but are not limited to: construction of adequate turning radii of sixty (60) feet at the main entrances and exits which extend into County road Rights -of -Way (ROW) connecting to the County road system, and off -site drainage and signage installations, as indicated on the accepted Exhibit D and future Exhibit C, as required. On -Site improvements that create more run-off than the historical amount may require off -site drainage improvements to roads and ROW. Any approved access point(s) improvements will include standard County approved tracking control, and may include a double cattle guard set (one right after the other), placed back to back across the entire width of the access, to ensure a complete revolution of the truck tires in order minimize the tracking of mud and debris onto the adjacent County road. 0 U MI — U . k mom Irl 3 rim _ O O • LL o Nce- pawl • BU m a - Wm �� at NN 0 NAY` !h72 m 'eau mi 1.0 Road Improvements Responsibilities. Property Owner is solely responsible for the required off -site designated improvements. These responsibilities may include but are not limited to the following: design, surveys, utility locates, acquisition of ROW, dedication of ROW, ROW and Access Permits and fees, coordination with oil and gas operators and facilities and affected irrigation facilities, and utilities, traffic control, and project safety during construction. Property Owner shall obey all applicable regulations issued by OSHA, CDOT, CDPHE, and other federal, state, or county regulatory agencies. 2.0 Cost of Construction Exhibit. The cost of construction estimates (engineer's estimate) identified as Exhibit A-1 shall be submitted when triggered. The Property Owner shall detail the costs used in determining the collateral requirement for the off -site improvements related to the development. A registered Colorado Engineer must sign and stamp the construction cost Exhibit A-1. If more than three (3) years have passed since the last construction cost estimate was provided. the Property Owner shall provide an updated construction cost estimate prior to the start of construction. 3.0 Construction Schedule Exhibit. Exhibit B-1 shall be provided when triggered by the Property Owner, and indicating the construction schedule for off -site improvements, including an anticipated completion date. Property Owner shall not commence construction of any improvements, record plat, or receive any permitting prior to approval of the of this Agreement. Exhibit C shall be provided when triggered by the Property Owner and indicating the receipt of the appropriate Grading Permit, Access Permit, and/or ROW Permit, if applicable. Property Owner shall substantially complete all improvements in accordance with Exhibit B-1 in order to request the warranty period begin. In the event that the construction schedule is not current, the Property Owner shall submit a revised construction schedule. 4.0 Off -site Improvements Collateral. As required, collateral is accepted and released by the Board of County Commissioners pursuant to the Weld County Code. Additional information about collateral is outlined in Part Il.B of this Agreement. 5.0 As -Built Plans. -As-built- plans shall he submitted at the time the letter requesting release of collateral is submitted or once the Property Owner has completed improvements as described in Part II.B, Subsection 3.2.3. of this Agreement. Property Owner shall also provide an electronic copy of the as -built drawings. The as -built drawings shall be stamped, signed, and dated by a licensed and registered Professional Land Surveyor or Professional Engineer. Expedition Water Solutions Colorado. I .lk' - USR 18-0087 - IA 19-0006 Page 2 of 13 B. Future Off -Site Improvements: I.0 Traffic Triggers. When the traffic associated with the Use by Special Review Permit reaches certain safety thresholds as set forth in this agreement, the Property Owner shall design and construct required road improvements based on the amount of traffic being generated by the site. The Property Owner's development does not currently meet the traffic safety triggers requiring the improvements specified below; however, off -site or phased improvements may be warranted in the future. 1.1 Property Owner shall be required to design_ obtain right-of-way, relocate utilities, and construct said auxiliary lanes into their site if/when all traffic to/from the Property meets the following traffic triggers: • Property Owner shall design and construct a left deceleration/turn lane on CR 132 whenever traffic exceeds 10 vehicles per hour (VPH) turning left into the Property for an average daily peak hour. • Property Owner shall design and construct a right deceleration/turn lane on CR 132 whenever traffic exceeds 25 VPH turning right into the Property for an average daily peak hour. • Property Owner shall design and construct a right acceleration lane on CR 132 whenever traffic exceeds 50 VPH turning right out of the Property for an average daily peak hour. • Property Owner shall design and construct a left acceleration lane on CR 132 whenever such a lane would be a benefit to the safety and operation of the roadway. The County, in its sole discretion, shall determine if a left acceleration lane is required. 2.0 Property Owner's Responsibilities regarding Future Triggers. Property Owner is solely responsible for the cost and construction of required improvements. These responsibilities may include but are not limited to the following, as applicable: design, surveys. utility locates, acquisition of ROW, dedication of ROW. ROW and Access Permits and fees, coordination with oil and gas operators and facilities and affected irrigation facilities and utilities. traffic control, and project safety during construction. Property Owner shall obey all applicable regulations issued by OSHA, CDOT. CDPHE. and other federal. State, or County regulatory agencies. O U oC � n= G • + - • � 2L O• •L IL o as 0 da:- BU' Gin � No 1. NAY` erao V) m a n o.= 3.0 Cost of Construction Exhibit. When any trigger is met. the Property' Owner shall submit Exhibit A-2 within six (6) months of being notified regarding the need for the triggered improvements, indicating the cost of construction estimates (engineer's estimate) to detail the costs used in determining the collateral requirement for the development. Construction costs must be obtained through a registered Colorado Engineer. A registered Colorado Engineer must sign and stamp the construction cost exhibit for sites that have project collateral. New or additional collateral may he required for the triggered improvements. If required. collateral shall be submitted at the same time as Exhibit A-2. Exhibit A-2 shall he attached to this Agreement and incorporated herein once approved by the County. 4.0 Construction Schedule Exhibit. When any trigger is met, the Property Owner shall submit Exhibit B-2 within six (6) months of being notified regarding the need for the triggered improvements, indicating the construction schedule, and including completion date for the improvements. Property owner shall not commence construction of improvements prior to approval of the Construction Plans and receipt of the appropriate Grading Permit. Access Permit, and/or ROW Permit. Property Owner shall complete all improvements in accordance with the construction schedule exhibit. The construction of the triggered improvements shall be completed within the specified timeframe, which may not exceed three (3) years Expedition Water Solutions Colorado. 1.LC . USR 18-0087 - IA19-0006 Page 3 of 13 from the date the trigger is first met and shall be completed as follows: Year I design deadline: Year 2 ROW/Utilities: Year 3 Construction. Property Owner shall collateralize 100% of the cost of the construction improvements, including design. right-of-way, and utility relocation cost within six months of being notified of meeting the triggers. Exhibit B-2 shall be attached to this Agreement and incorporated herein once approved by the County. 5.0 Collateral. Collateral for any additional improvements required by the triggers may be required by the Board of County Commissioners, hereinafter referred to as the BOCC. Collateral.is accepted and released by the BOCC pursuant to the Weld County Code. Additional information about collateral is outlined in Part II.B of this Agreement. 6.0 As -Built Plans. "As -built" plans shall be submitted at the time the letter requesting release of collateral is submitted or once the Property Owner has completed improvements as described in Part II.B, Subsection 3.2.3. of this Agreement. Property Owner shall also provide an electronic copy of the as -built drawings. The as -built drawings shall be stamped, signed, and dated by a licensed and registered Professional Land Surveyor or Professional Engineer. C. Haul Routes: The Property. Owner shall be financially responsible for its proportional share of the associated costs for maintaining and/or improving designated haul/travel routes. 1.0 Haul Routes. The following roads are designated as haul/travel routes for the Property: 1) East and west on CR 132 2) North and South on CR 71 2.0 Haul trucks shall enter and exit the site at the approved access(es) on CR 132 and travel east-west/north-south to the nearest paved road for further dispersal. Any County roads used by USR18-0087 traffic may become part of the established haul/travel routes. 3.0 Weight Limits. No travel vehicles may exceed CDOT required specifications for pounds -per -axle and axle configurations. unless overweight permits have been applied for and granted. 4.0 Temporary Deviations. In unusual or rare occasions, if projects mandate deviation from the above -mentioned haul/travel route for a limited period (six months or less), the Weld County Department of Public Works may authorize. in writing. the deviation. In that circumstance, haul/travel vehicles will utilize paved County roads whenever possible. A deviation from the established haul/travel route lasting more than six (6) months, or requests for one (1) or more deviations within a twelve (12) -month period shall authorize the County to change the haul/travel routes designated herein, and provide notice to the Property Owner. dr 5.0 Haul Route Signage. Property Owner shall install travel route signs, if applicable, as per Manual maw of Uniform Traffic Control Devices standards, at all exit points of the Property which can be clearly seen 3 01by drivers leaving the facility and which clearly depict County approved travel routes. oho 6.0 No Deviation from Permitted Haul Routes. Except as authorized by the BOCC pursuant to this 0y Agreement. no use of any roads other than those specifically authorized for use in this Agreement is permitted without the prior written amendment of this Agreement. LICE ° iM D. Maintenance Requirements: 00- 1.0 Off -site recurring maintenance, if applicable, as required by the Board: m .yaaffl mNo .m Fxpedition Water Solutions Colorado. l_l.t` - IiSR18-0087 - IA19-0006 �� `_ Page 4 of t3 r00m 2.0 Dust Control. Property Owner shall be financially responsible for its proportional share of dust control on unpaved designated haul/travel routes (CR 132 and CR 71) after commencement of operation. The amount and extent of dust control will be determined by site -specific conditions at the time, as determined exclusively by County personnel. Dust abatement along the relevant haul/travel routes is expected to occur approximately two to five times per year. Dust abatement is required for roads with more than 200 vehicles per day, per Section 8-6-100 of the Weld County Code. 3.0 Repair. Property Owner shall be financially responsible for its proportional share of excavation, patching, and pavement repair on designated haul/travel routes. The amount and extent of repair and paving measures will be determined by site -specific conditions at the time, as determined exclusively by County personnel. 4.0 Need for Immediate Repairs: In the event of damage to a designated haul/travel 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 Property Owner of such Significant Damage. Property Owner 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 Property' Owner identifies Significant Damage prior to receiving notice thereof from County, Property Owner may commence repair of such Significant Damage and shall concun-ently notify County' of the extent, type. timing. materials and quality of repair (i.e. temporary versus permanent). 5.0 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/travel route road portion will require paving measures in order to protect the public health, safety, and welfare. and the County has budgeted sufficient funds for the following calendar year to pay its share of the Off -Site Improvement/Repair Costs. County shall notify Property Owner 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. Property Owner shall submit Off -Site Construction Plans and Cost Estimates to County for review. Property Owner shall have sole responsibility for the completion of the repairs and/or improvements on or before December IS. of the year following County's notice of the need for repairs. 5.1 In County's sole discretion, County may undertake the repairs and/or improvements. Property Owner's payment for its Proportionate Share of the road repairs/improvements will be calculated as determined in this Agreement. Property Owner will be invoiced accordingly for those proportional share costs. o � a� J cm 4. m;- lrl -3 i �L- O• •L in 0 irg O N s Seat BU� r•&L1 ✓ N0 n )L= VSC)� 6.0 Calculation of Property Owner's Proportional Share of Costs. The County shall notify Property Owner of County's preliminary determination and assessment of Property Owner's proportional share of costs of maintenance, repair. or improvements to Property Owner's designated haul/travel routes. Prior to County's final determination and assessment, County shall provide Property Owner with a reasonable opportunity to review, comment upon and supplement County's data, collection methodology, and determinations. The County shall review and consider Property Owner's input prior to making a final determination and assessment. The County shall have sole responsibility for determination of Property Owner's proportional share of costs. Property Owner agrees to pay such proportional share of costs within 30 days of receiving an invoice from County. 7.0 Annual Road Inspection. County may conduct a road inspection annually with the cooperation of Property Owner and all other Property Owners and/or Lessees who are required by County to participate in Expedition Water Solutions Colorado. L.LC - USIt 18-0087 - IA 19-0006 Page 5 of 13 road improvement/maintenance agreements for the haul routes designated in this Agreement. As a result of the annual inspection, County, in its sole discretion, shall determine actual conditions and shall further determine what road repairlimprovement/maintenance work is to be performed during that construction season. Notification to the Property Owner of the required roadway repairs will be given as soon as the data becomes available. 8.0 Notification. The County shall notify Property Owner of County's preliminary, determination and assessment of Property Owner's proportionate share of costs of maintenance, repair. or improvements to Property Owner's designated haul/travel routes. Prior to County's final determination and assessment, County shall provide Property Owner with a reasonable opportunity to review. comment upon and supplement County's data, collection methodology, and determinations. The County shall review and consider Property Owner's input prior to making a final determination and assessment. PART II: GENERAL PROVISIONS A. Engineering and Construction Requirements: 1.0 Engineering Services. Property Owner shall furnish to County, at its own expense, all engineering services in connection with the design and construction of the off -site improvements and all on -site drainage -related structures if required by any Municipal Separate Storm Sewer System (MS4) permit, as identified on the accepted Construction Plans and according to the construction schedule set forth in the construction schedule exhibits. 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. 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. 7.0 Rights -of -Way and Easements. Before commencing the construction of any off -site improvements herein agreed upon for public ROW or easements, Property Owner shall acquire, at its sole expense, good and sufficient ROW and easements made necessary for the improvements. The County will not exercise eminent domain on behalf of Property Owner. All such ROW and easements for the construction of roads to be accepted by the County shall be conveyed to the County on County -approved forms and the documents of conveyance shall be furnished to the County for acceptance with express written authority of the BOCC and recording. 3.0 Construction. Property Owner shall furnish and install, at its own expense, the improvements (and any drainage -related structures required by any MS4 permit) identified on the accepted Exhibits and shall be solely responsible for the costs listed on the cost of construction exhibits, with the improvements being completed also in accordance with the schedule set forth in the construction schedule exhibits. The BOCC, at its option. may grant an extension of the time of completion set forth in construction schedule exhibits stated herein upon application by the Property Owner. Said construction shall be in strict conformance to the plans and drawings accepted by the County and the specifications adopted by the County. 4.0 Testing. Property Owner 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, Property Owner 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. At all times during said construction, the County shall have the right to test and inspect material and work, or to require testing and inspection of material and work at Property Owner's expense. Any material or work not conforming to the approved Expedition Water Solutions Colorado. I_LC - I1SR 18-0087 - IAl9-0006 Page 6 of 13 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 Property Owner. 5.0 Construction Standards. Design and construction of all off -site improvements shall conform to the current version of C'DOT's "Standard Specifications for Road and Bridge Construction" and the Weld County Engineering and Construction Guidelines. 6.0 Traffic Control. Prior to any construction in County and/or State ROW. and as a condition of issuance of any ROW or Access Permit, the Property Owner shall submit a traffic control plan for County review. During construction. appropriate safety signage shall be posted in accordance with the then -current version of the Manual of Uniform Tratfic Control Devices. B. Collateral: 1.0 General Requirements for Collateral. Property Owner shall provide to County the necessary collateral to guarantee all of Property Owner's obligations under this Agreement: ( I ) Project Collateral is required for completion of off -site improvements, as described in this Agreement: (2) Warranty Collateral is required for all off -site improvements during the two-year warranty period. Collateral acceptance and release is governed by the Weld County Code. 1.1 Project Collateral shall be submitted to guarantee completion of off -site improvements identified in the Exhibits. Project Collateral must be submitted in an amount equal to 100% of the value of the improvements, as calculated in the cost of construction exhibits. Project Collateral must be submitted at the time of execution of the Agreement, unless otherwise directed by the Board of County Commissioners. In the event that Property Owner fails to adequately complete the required improvements, County may, ill its sole discretion, access Project Collateral for the purpose of completing such improvements. It may be necessary to provide additional collateral in the event the cost estimate is older than three (3) years. NO WORK SHALL COMMENCE UNTIL PROJECT COLLATERAL HAS BEEN SUBMITTED AND ACCEPTED BY THE COUNTY. 1 2 Warranty Collateral shall be submitted and held by the County until release after the two- year warranty period following the County's initial approval of the improvements. Warranty Collateral shall be in an amount equal to 15% of Project Collateral. In the event that Property Owner fails to adequately complete or repair improvements during the warranty period, County may, in its sole discretion, access Warranty Collateral for the purpose of completing such improvements. 2.0 Form of Collateral. Collateral may be in the form of a letter of credit, a surety bond, or a cash deposit, subject to the requirements and restrictions of Section 2-3-30 of the Weld County Code. as that section may be amended from time to time. 3.0 Release of Collateral. Collateral shall be released in accordance with Section 2-3-30 of the Weld County Code. For collateral release, the Planning Department conducts inspections for on -site improvements, and the Department of Public Works conducts inspections for off -site improvements. 3.1 Timing of Release. Project Collateral may be released upon completion of all improvements required by the Exhibits after initial approval by the County. Warranty Collateral shall be withheld by County, at the time of release of Project Collateral, or may be submitted separately by Property Owner. Warranty Collateral may be released upon the approval of the County at the end of the two-year warranty period. Expedition Water Solutions Colorado. I.LC - I iSR 18-0087 - IA 19-0006 Page 7 of 13 3.7 Request for Release of Collateral. Prior to release of collateral by Weld County for the entire project or for a portion of the project. the Property Owner must present a Statement of Substantial Compliance from an Engineer registered in the State of Colorado. The Statement of Substantial Compliance shall state that the project or a portion of the project has been completed in substantial compliance with accepted plans and specifications documenting the following: 3.7.1 The Property Owner's Engineer or his representative has made regular on -site inspections during the course of construction and the construction plans utilized are the same as those accepted by Weld County. For the improvements to public rights -of -way or easements, test results must be submitted for all phases of this project as per Colorado Department of Transportation (CDOT) Schedule for minimum materials sampling, testing and inspections found in CDOT Materials Manual. 3.7.3 "As -built" plans shall be submitted at the time the letter requesting release of collateral is submitted or at such time as the Property Owner has completed improvements as shown on the Exhibit C and/or Exhibit D. and shall be stamped and approved by an Engineer registered in the State of Colorado, if an Engineer was initially required for the project. The Property Owner's Engineer shall certify that the project "as -built" is in substantial compliance with the plans and specifications as approved, or that any material deviations have received prior written acceptance from the County Engineer. 3.3 County's Response to Request for Release of Collateral. Following a written request for release of collateral. County personnel will inspect the improvements as provided in this Agreement. Upon approval, the Board of County Commissioners may release said collateral. C. Acceptance of Improvements: 1.0 Acceptance of Off -Site Improvements: Upon completion of the otT-site improvements. Property Owner shall contact the Weld County Department of Public Works and request an inspection of such improvements. Upon request, County personnel will initiate the inspection, approval. and acceptance process. 2.0 Inspection. Approval, and Acceptance Process: 2.1 Upon completion of construction of all off -site improvements as described in the Construction Plans, Property Owner shall submit to the Weld County Department of Public Works a Statement of Substantial Compliance by Property Owner's Engineer along with "as -built" drawings as required in subsection B.3.2.3. above, and shall request County inspection of the Off -Site Improvements. County personnel shall then inspect the improvements. If the County determines the improvements were not constructed in accordance with the Construction Plans, the County shall direct the Property Owner to correct the deficiencies. If the County determines the improvements were constructed in accordance with the Construction Plans, the County shall initially approve the Off -Site Improvements. 2.2 Two -Year Warranty Period. Such initial approval begins the two-year warranty period. Upon completion of the two-year warranty period, County Public Works personnel shall, upon request by the Property Owner, inspect the subject improvements, and notify the Property Owner Expedition Water Solutions Colorado, LLC - [ SR18-0087 - IA19-0006 Page 8 of 13 of any deficiencies. If any deficiencies are discovered, the Property Owner shall correct the deficiencies. County personnel shall re -inspect the improvements after notification from the Property Owner that said deficiencies have been corrected. If the County personnel finds that the improvements are constructed according to County standards, he or she shall approve the improvements. Such final approval shall authorize the Property Owner to request the Board of County Commissioners to release the Warranty Collateral. 2.3 Placement of Improvements into Service Prior to County Approval. If requested by the Property Owner and agreed by the County. portions of the improvements may be placed in service when completed according to the schedule shown on the construction schedule exhibit, but such use and operation shall not alone constitute an approval or acceptance of said portions of the improvements. 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 the construction schedule exhibit, and may continue to issue building permits so long as the progress of work on the improvements is satisfactory to the County, and all terms of this Agreement have been faithfully kept by Property Owner. D. Access anti Right -of -Way Permits: 1.0 Access Permits. Property Owner shall not use any access onto any County road unless and until an access permit has been issued by the Department of Public Works. Public Works may condition the issuance of an updated access permit on the amendment of this Agreement if the updated access permit authorizes the use of an additional access point, or if there is a change in use of the current access point, as permitted by Article V of Chapter 12 of the Weld County Code. 2.0 Right -of -Way (ROW) Permits. Per Article IV of Chapter 12 of the Weld County Code, any work occurring within County ROW requires a ROW permit issued by the Department of Public Works. No work shall occur without said ROW permit. E. Enforcement and Remedies: 1.0 Violation of Terms of Agreement. If in County's opinion, Property Owner has violated any of the terms of this Agreement. County shall notify Property Owner of its belief that the Agreement has been violated and shall state with specificity the facts and circumstances which County believes constitute the violation. Property' Owner shall have fifteen (15) days within which to either cure the violation or demonstrate compliance. If, after fifteen (1 ) days have elapsed, County believes in good faith that the violation is continuing, County may consider Property Owner to be in breach of this Agreement. 2.0 Remedies for Breach by Property Owner. In the event that County determines that Property Owner has violated the terms of this Agreement, and has failed to correct said violation, County may exercise any or all of the following remedies, or any other remedy available ill law or equity. 2.1 Access and Use of Collateral. Cotmty, may access and use collateral to address the issues specific to the violation. For example, the County may access and use Project Collateral in order to complete improvements as required by the Construction Plans, when such improvements have not been completed in accordance with the Construction Schedule. 2 2. Withholding Permits. County may "lock" any or all lots within the Property, which precludes the continued issuance of building= permits. zoning permits, septic permits, or any other permit issued by any department of the County. Expedition Water Solutions Colorado. LLC - USK 18-0087 - IA 19-0006 Page9of13 2.3 Court Action. County may seek relief in law or equity by filing an action in the Weld District Court or Federal District Court for the District of Colorado, except that no such civil action or order shall be necessary to access collateral for the purpose of completing improvements as described above. 2.4 Revocation of USR Permit. Property Owner 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. 3.0 Termination of Agreement. This Agreement shall terminate upon the earliest of the following events: 3.1 Failure to Commence. County may terminate this Agreement upon or after revocation of the underlying land use approval under Weld County Code Section 23-2-290. However. County may still exercise all necessary activities under this Agreement that the County determines necessary to protect the health, safety. and welfare of the residents of Weld County. 3.2 Cessation of all Permit Related Activities. Termination of this Agreement shall occur upon Property Owner's complete cessation of all activities permitted by the USR including any clean up or restoration required. A partial cessation of activities shall not constitute a Termination of this Agreement, nor shall County's issuance of a partial release/vacation constitute a Termination. Unless informed in writing by the Property' Owner of cessation of activities, and verified by the County, cessation shall only be presumed if the County determines that the USR has been inactive for three (3) years. Property Owner shall not be entitled to a release of Project or Warranty Collateral unless and until the improvements required by this Agreement are completed. 3.3 Execution of Replacement Agreement. This Agreement shall terminate following County's execution of a new Improvements Agreement with a new property owner 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. 3.4 Revocation of USR. This Agreement shall terminate following County's revocation of Property Owner's USR, except that the Property Owner shall only be released from this Agreement after the successful completion of all improvements required under this Agreement, which may be 82 completed by County after accessing Property Owner's collateral if Property Owner fails to complete such improvements. o F. General Provisions: me at m3y 1.0 Successors and Assigns. ° • °� • 0g 1.1 Property Owner may not delegate, transfer, or assign this Agreement in whole or in part, wttY without the prior express written consent of County and the written agreement of the party to whom the obligations under this Agreement are assigned. Consent to a delegation or an assignment will •Qi°' not be unreasonably withheld by County. In such case, Property Owner's release of its obligations tea; shall be accomplished by County's execution of a new Improvements Agreement with the GO A successor owner of the property. e- 161 N0`� NAY Expedition Water Solutions Colorado. LLC - USRI8-0087 - IA19-0006 `-1m>=_ Page 10 of 13 1.2 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 all roads affected by this Agreement. 2.0 Severability. If any term or condition of this Agreement shall be held to be invalid. illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 3.0 Governmental Immunity. No term or condition of this contract 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- 0-1 0 I et seq., as applicable now or hereafter amended. 4.0 Amendment or Modification. Any amendments or modifications to this agreement shall be in writing and signed by both parties. 5.0 No Third -Party Beneficiary. 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 in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 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 ofthis 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, the parties agree that the Weld County District Court or Federal District Court for the District of Colorado shall have exclusive jurisdiction to resolve said dispute. 2 o U _R J O U �J ime� N •3� O oe-�o _ • IL �O14 Kam..■ ea 40 tit BU -am N •� r+ m a NNYP)ClEl ere C.3 `� moo;= 8.0 Attorneys' Fees/Legal Costs. In the event of a dispute between County and Property Owner, 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. 9.0 Release of Liability. 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 the design and construction of improvements, and pay any and all judgments rendered against the County on account of any such suit, action or claim, and notwithstanding section 7.0 above, 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. Expedition Water Solutions Colorado. LI.C - I SR 18-0087 - IA 19-0006 Page I I of 13 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 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. Property Owner shall provide the County with proof of Property Owner's authority to enter into this Agreement within five (5) days of receiving such request. 12.0 Acknowledgment. County and Property Owner acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached or incorporated Exhibits, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. 13.0 Notwithstanding any other provision contained in this Agreement, for any conflict or potential conflict between any term in this Agreement and the Resolution of the Board of County Commissioners approving the underlying land use permit, the provisions of the Board's Resolution shall control. In the event of a discrepancy between this agreement and the Weld County Code in effect at the time of the agreement. the terms of the Weld County Code shall control. 4513271 Pages: 12 of 13 08/09/2019 10:43 AM R Fere:$0.00 Carly Koppes, Clerk and Recorder, Weld County, CO Expedition Water Solutions Colorado. LLC - tISR18-0087 - IA19-0006 ('age l2 of 13 PROPERTY OWNER: Expedition Water Solutions Colorado, LLC u ,�/ �' B /7^ Y: ✓>!I" ti ��l'L`'�f2ti�a Date: Name: '`/it �r iti r` Title: STATE OF COLORADO ss. County of Weld BARBARA LYNN WHITE NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20164037756 MY COMMISSION EXPIRES OCT. 3, 2020 The foregoing instrument was acknowledged before me this /'day of Jay , 201 it by Ui Gad I WITNESS my hand and official seal, otary Public WELD COUNTY: ATTES ES „1! `ok BOARD OF COUNTY COMMISSIONERS Weld ou tytClerk fo the B%tard WELD COUNTY. COLORADO BY Deputy C rk to the Bo 4513271 Pages: 13 of 13 08/09/2019 10:43 AM R Fee:$0.00 Carly Koppes, Clerk and Recorder, Weld County, CO IWCIlI1N11 41.MT4h' i '1it 11 Whit II III t•bara Kirkmeyer. Chaff Expedition Water Solutions Colorado. LLC - USR18-0087 - IA19-0006 Page 13 of 13 jzt— AUG C 5 2019 is Fd 020/ 9— 0.33 4441g488-46124/20.19-024-1444/1 Total lgesi-4 -Rec . '4-5:83 Carly-lkappes- C4efk- an4 -4 acor iert..Weld-6®x-; 0 tand 1& E -RECORDED ORIGINAL ATTACHED Special Warranty Deed (Pursuant to 38-30-115 CRS.) THIS DEED, made on June 21st, 2019 by GARY W. SMITH AND NORMA JEAN SMITH Grantor(s), of the County of Weld and State of Colorado for the consideration of ($158,250.00) One Hundred Fifty Sght Thousand Two Hundred Fifty and 00/100*" dollars in hand paid, hereby sells and conveys to EWS 89 DJ BASIN LLC, A DELAWARE UMTTED UABILITY COMPANY Grantee(s), whose street address is 1023 39TH STREET, SUITE E, Greeley, CO 80634, County of Weld, and State of Colorado, the following real property in the County of Weld, and State of Colorado. to wit: LOT A, RECORDED EXEMPTION NO. 0209.024 RECX18-01'754 ACCORDING TO MAP RECORDED JUNE 13, 2019 AS RECEPTION NO.4497358, BEING A PART OF THE SE1/4 OF SECTION 2, TOWNSHIP 11 NORTH, RANGE 63 WEST OF THE 6TH P. M., COUNTY OF WELD, STATE OF COLORADO. State Documentary Fee Date: June 21, 2019 $'15-83 "'EXCEPTING AND RESERVING UNTO GRANTOR 100% OF THE OWNED OIL, GAS AND MINERAL RIGHTS. also known by street and number as: VACANT LAND, HEREFORD, CO 80729 with all its appurtenances and warrants the title against all persons claiming under the Grantor(s), subject to general taxes for the year2019 and those specific Exceptions described by reference to recorded documents as reflected in the Title Documents accepted by Grantee(s) in accordance with Record Title Matter (Section 82) of the Contract to Buy and Sell Real Estate relating to the above described real property; won ut lty easements, (rxlucfmg cable TV); those specifically described rights of third parties not shown by the public records of which Grantee(s) /has actual lorowleage and which were accepted by Grantee(s) in accandance with Off -Record This Matters (Section 83) and Current Survey Review (Section 9) of the Contract to Buy and Sell Real Estate relating to the above descnbed real property; inclusion of the Property within any special tax cistrict; any special assessment if the improvements were not installed as of the dote of Buyer's signature on the Contract to Buy and Sell Real Estate, whether assessed prior to or after Cos - and other . SMITH v NO JEAN S State of County of , 7fC;kl4tiC )ss. Notary Public State of Washington Tyrrell Johnson Jr Commission Expires 4-1-2020 The foregoing instrument was acknowledged before me on this day of X / C// - `% by GARY W. SMITH AND NORMA JEAN SMITH Witness my hand and official seal My Commission expires: When recorded return to: EWS ti9 DJ BASIN LLC, A DELAWARE LIMITED LIABILITY COMPANY 1023 39TH STREET, SUITE E, Greeley, CO 80634 Form 34 closing/deeds/wcLhtml 25157298 (380760) III 111111111111111111111111111 Special Warranty Deed (Pursuant to 3830-115 G.R.S.) THIS DEED, made on June 21st, 2019 by GARY W. SMITH AND NOMMAA JEAN SMITH Grantor(s), of the County of Weld and State of Colorado for the consideration of ($158,250.00) "'One Hundred Fitly Eight Thousand Two Hundred Fifty and 001100*" dollars in hand paid, hereby sells and conveys to EWE 89 DJ BASIN LLC, A DELAWARE UNITED LIABILITY COMPANY Grantee(s), whose street address is 1023 39Th STREET, SUITE E, Greeley, CO 80634, County of Weld, and State of Colorado, the following real property in the County of Weld, and State of Colorado, to wit: LOT A, RECORDED EXEMPTION NO. 0209-024 RECX18-0175, ACCORDING TO MAP RECORDED JUNE 13, 2019 AS RECEPTION NO. 4487358, BEING A PART OF THE SE1/4 OF SECTION 2, TOWNSHIP 11 NORTH, RANGE 63 WEST OF THE 6TH P. M., COUNTY OF WELD, STATE OF COLORADO. State Documentary Fee Date: June 21, 2019 $15.83 "EXCEPTING AND RESERVING UNTO GRANTOR 100% OF THE OWNED OIL, GAS AND MINERAL RIGHTS. also known by street and number as: VACANT LAND, HEREFORD, CO 80729 with all its appurtenances and warrants the title against all persons claiming under the Grantor(s), subject to general taxes for the year 2019 and those specific Exceptions described by reference to recorded documents as reflected in the Title Documents accepted by Grantee(s) in accordance with Record Title Matter (Section 8.2) of the Contract to Buy and Sell Real Estate relating to the above described real property; distribution utility easements, (including cable TV); those specifically described rights of third patties not shown by the public records of which Grantees) has actual knowledge and which were accepted by Grantee(s) in accordance with Off -Record Title Matters (Section 83) and Current Survey Review (Section 9) of the Contract to Buy and Sell Real Estate relating to the above described real property; incision of the Property within any special tax dsstrict; any special assessment if the improvements were not installed as of the crate of Buyer's signature on the Contract to Buy and Sell Real Estate, whether assessed prior to or after Closes•; and other State of `•!, fir County of pA 3P0k tki Notary Public State of Washington Tyrrell Johnson Jr Commission Expires 4-1-2020 ) )ss. The foregoing instrument was acknowledged before me on this day of X /9/ 26)/ "f }" GARY W. SMITH AND NORMA JEAN SMITH Witness my hand and official seal My Commission expires: ) 49 41-Z1/ -020,26 When recorded return to: EWS 89 DJ BASIN LLC, A DELAWARE LIMITED LIABILITY COMPANY 1023 39TH STREET, SUITE E, Greeley, CO 80634 Form 34 closing/deeds/wd.Mml 25157298 (380760) III 1111111 1111111111 I 1 11111 REAL PROPERTY TRANSFER DECLARATION - (TD -1000) GENERAL INFORMATION Purpose: The Real Property Transfer Declaration provides essential information to the county assessor to help ensure fair and uniform assessments for all property for property tax purposes. Refer to 39-14-102(4), Colorado Revised Statutes (C.R.S.). Requirements: All conveyance documents (deeds) subject to the documentary fee submitted to the county clerk and recorder for recordation must be accompanied by a Real Property Transfer Declaration. This declaration must be completed and signed by the grantor (seller) or grantee (buyer). Refer to 39-14-102(1)(a), C.R.S. Penalty for Noncompliance: Whenever a Real Property Transfer Declaration does not accompany the deed, the clerk and recorder notifies the county assessor who will send a notice to the buyer requesting that the declaration be returned within thirty days after the notice is mailed. If the completed Real Property Transfer Declaration is not returned to the county assessor within the 30 days of notice, the assessor may impose a penalty of $25.00 or .025% (.00025) of the sale price, whichever is greater. This penalty may be imposed for any subsequent year that the buyer fads to submit the declaration until the property is sold. Refer to 39-14-102(1)(b), C.R.S. Confidentiality: The assessor is required to make the Real Property Transfer Declaration available for inspection to the buyer. However, it is only available to the seller if the seller filed the declaration. Information derived from the Real Property Transfer Declaration is available to any taxpayer or any agent of such taxpayer subject to confidentiality requirements as provided by law. Refer to 39-5-121.5, C.R.S. and 39- 13-102(5)(c), C.RS. 1. Address and/or legal description of the real property sold: Please do not use P.O. Box numbers LOT A, RECORDED EXEMPTION NO. 0209-02-4 RECX18-0175, ACCORDING TO MAP RECORDED JUNE 13, 2019 AS RECEPT 2. Te of purchased Single Famil Residential ❑ Townhome El Condominium O Multi -Unit Res ❑ Commercial U Industrial Agricultural ] Mixed Use DI Vacant Land ❑ Other 3. Date of Closing: June 21, 2O19 Date of Contract if different than date of closing: April 17, 2018 4. Total sale price: Including all real and personal property. $158,250.00 5. Was any personal property included in the transaction? Personal property would include, but not limited to, carpeting, draperies, free standing appliances, equipment, Inventory, furniture. If the personal property is not listed, the re purchase price will be assumed to be for the real property as per 39-13-102, C.R.S. O Yes ❑X No If yes, approximate value $ Describe:4. 111/4 6. Did the total sales price include a trade or exchange of additional real or personal property? If yes, give the approximate value of the bodds or services as of the date of closing. Yes Q No If yes, value $ If yes, does this transaction involve a trade under IRS Code Section 1031? O Yes © No 7. Was 100% interest in the real property purchased? Mark "no" if only a partial interest is being purchased. ❑X Yes ❑ No If no, interest purchased: % 8. Is this a transaction among related parties? Indicate whether the buyer or seller are related. Related parties include persons within the same family, business affiliates, or affiliated corporations. ❑ Yes ❑X No 9. Check any of the following that apsly to the condition of the improvements at the time of purchase: O New ❑ Excellent Ul Good ❑ Average ❑ Fair ❑ Poor ❑ Salvage If the property is financed, please complete the following: 10. Total amount financed: 11. T of financing: (Check all that ly) ETNew ❑ Assumed O Seller Third Party O Combination; Explain Form 76 closing/recordings/rpt.htmi 25157298 (380760) III I 11111111111111111111 12. Terms: O Variable Starting interest rate % Fixed Interest rate Length of time years Balloon Payment O yes ❑ No If yes, amount $0.00 Due Date 13. Mark any that apply: Seller assisted down payment Seller concessions Special terms of financing. If marked, please specify: For properties other than residential (Residential is defined as: single family detached, townhomes, apartments, and condominiums) please complete questions 14-16 if applicable. Otherwise, skip to #17 to complete. 14. Did the purchase price include a franchise or license fee? ❑ Yes ❑ No If yes, franchise or license fee value? 15. Did the purchase price involve an installment land contract? ❑ Yes O No If yes, date of contract: 16. If this was a vacant land sale, was an on -site inspection of the property conducted by the buyer prior to the closing? 0 Yes ❑ No Remarks: Please include any additional information concerning the sale you may feel is important. 17. Signed on this day of June 21, 2019 Have at least one of the parties to the transaction sign the document, and include an address and a daytime phone number. Signature of n Grarrtee(Buyer) nor Grantor(Seller) EWS #9 DJ BASIN LLC, A DELAWARE LIMITED UABILRY COMPANY EXPEDITION WATER SOLURONS COLORADO LLC, A DELAWARE LIMITED LIABILITY COMPANY AS MANAGER BY: ZACHARY t/CL AS CIF FINANCIAL OFFICER 18. All future correspondence (tax bills, property valuations, etc.) regarding this property should be mailed to: EWS #9 DJ BASIN LLC, A DELAWARE LIMITED UABIUTY COMPANY 2015 CLUBHOUSE DRIVE #201, GREELEY, CO 80634 Phone: (720) 724-9344 Email: Form 76 closingfrecordings/rpt.html 25157298 (380760) REAL PROPERTY TRANSFER DECLARATION - (TD -1000) GENERAL INFORMATION Purpose: The Real Property Transfer Declaration provides essential information to the county assessor to help ensure fair and uniform assessments for all property for property tax purposes. Refer to 39.14-102(4), Colorado Revised Statutes (C.R.S.). Requirements: All conveyance documents (deeds) subject to the documentary fee submitted to the county clerk and recorder for recordation must be accompanied by a Real Property Transfer Declaration. This declaration must be completed and signed by the grantor (seller) or grantee (buyer). Refer to 39-14-102(1)(a), C.R.S. Penalty for Noncompliance: Whenever a Real Property Transfer Declaration does not accompany the deed, the clerk and recorder notifies the county assessor who will send a notice to the buyer requesting that the declaration be returned within thirty days after the notice is mailed. If the completed Real Property Transfer Declaration is not returned to the county assessor within the 30 days of notice, the assessor may impose a penalty of $25.00 or .025% (.00025) of the sale price, whichever is greater. This penalty may be imposed for any subsequent year that the buyer fails to submit the declaration until the property Is sold. Refer to 39-14-102(1)(b), C.R.S. Confidentiality: The assessor is required to make the Real Property Transfer Declaration available for Inspection to the buyer. However, it Is only available to the seller if the seller filed the declaration. Information derived from the Real Property Transfer Declaration Is available to any taxpayer or any agent of such taxpayer subject to confidentiality requirements as provided by law. Refer to 39-5-121.5, C.R.S. and 39- 13-102(5)(c), C.R.S. 1. Address and/or legal description of the real property sold: Please do not use P.O. Box numbers LOT A, RECORDED EXEMPTION NO. 0209-02-4 RECX18-0175, ACCORDING TO MAP RECORDED JUNE 13, 2019 AS RECEPT 2. Te of Ppurchased: Single Famil Residential ❑ Townhome ❑ Condominium O Mufti -Unit Res O Commercial Indus Agricultural Mixed Use I Vacant Land ❑ Other 3. Date of Closing: June 21, 2019 Date of Contract if different than date of closing: April 17, 2018 4. Total sale price: Including all real and personal property. $158,250.00 5. Was any personal property included in the transaction? Personal property would include, but not limited to, carpeting, draperies, free standing appliances, equipment, inventory, furniture. If the personal property Is not listed, the re purchase price will be assumed to be for the real property as per 39-13-102, C.R.S. r n O Yes © No If yes, approximate value $ Describe: faJ ( /A 6. Did the total sales price include a trade or exchange of additional real or personal property? If yes, give the approximate value of the axis or services as of the date of closing. u Yes ❑X No If yes, value $ if yes, does this transaction involve a trade under IRS Code Section 1031? p Yes © No 7. Was 100% Interest in the real property purchased? Mark "no" if only a partial interest is being purchased. ❑?C Yes ❑ No If no, interest purchased: 8. Is this a transaction among related parties? Indicate whether the buyer or seller are related. Related parties include persons within the same family, business affiliates, or affiliated corporations. ❑ Yes ❑X No 9. Check any of the following that agdy to the condition of the improvements at the time of purchase: O New ❑ Excellent Good ❑ Average O Fair D Poor ❑ Salvage If the property is financed, please complete the following: 10. Total amount financed: U� N1h • 11. Te of financing: (Check all that ly) [TNew ❑ Assumed O Seller 11 Third Party ❑ Combination; Explain Form 76 closing/recordings/rpt.html 25157298 (380760) li l I Hill II III I�IIII II I I II IN 12. Terms: ❑ Variable Starting interest rate % Fixed Interest rate Length of time years Balloon Payment 13. Mark any that apply: Seller assisted down payment Seller concessions Special terms of financing. If marked, please specify: Yes ❑ No If yes, amount $0.00 Due Date For properties Aberthan residential (Residential Is defined as: single family detached, townhomes, apartments, and condominiums) please complete questions 14-16 if applicable. Otherwise, skip to #17 to complete. 14. Did the purchase price include a franchise or license fee? ❑ Yes 0 No If yes, franchise or license fee value? 15. Did the purchase price involve an installment land contract? ❑ Yes 0 No If yes, date of contract: 16. If this was a vacant land sale, was an on -site inspection of the property conducted by the buyer prior to the closing? ❑ Yes ❑No Remarks: Please include any additional information concerning the sale you may feel Is important. 17. Signed on this day of June 21, 2019 Have at least one of the parties to the transaction sign the document, and include an address and a daytime phone number. ^ Signature of I I Grantee(Buyer) n or Grantor(Seller) EWS 99 DJ BASIN LLC, A DELAWARE LIMITED LIABIUTY COMPANY EXPEDITION WATER SOLUTIONS COLORADO LLC, A DELAWARE LIMITED LIABILITY COMPANY AS MANAGER _ By: ZACHARY _ 1' LAS CHIEF FINANCIAL OFFICER 18. All future correspondence (tax bills, property valuations, etc.) regarding this property should be mailed to: EWS #9 DJ BASIN LLC, A DELAWARE LIMITED UABILITY COMPANY 2015 CLUBHOUSE DRIVE $201, GREELEY, CO 80634 Phone: (720) 7249344 Email: Form 76 closing/recorings/rpt.html 25157298 (380760) E - RECORDED DED OIT l H AL ATTACHED -4.4994.7-9-061-21 /2019-02 46 -PM._ Tat G ages;4-Ree-Fee: $13.00 Carly-Kappes. Coach. -and Reeer4er.rWeld Geunty • WHEN RECORDED EWS #9 DJ BASIN LLC, A DELAWARE LIMITED LIABILITY COMPANY RETURN TO: 1 , 1. D.ois 13^`A- 'L aol (tde-d to VC34 STATEMENT OF AUTHORITY (§38-30-172, C.RS.) This Statement of Authority relates to an entity' named EWS #9 DJ BASIN LLC, A DELAWARE LIMITED LIABILITY COMPANY 2. The type of entity Is a: ❑ Corporation ❑ Nonprofit Corporation IN Limited Liability Company ❑ General Partnership O Limited Partnership 3. The entity is formed under the laws of Colorado 4. The mailing address for the entity is 2015 CLUBHOUSE DRIVE, SUITE, 201 Greeley, CO 80634 5. The © name 0 position of each person authorized to execute instruments conveying, encumbering or otherwise affecting title to real property on behalf of the entity is EXPEDITION WATER SOLUTIONS COLORADO LLC, A DELAWARE LIMITED LIABILITY COMPANY BY ZACHARY NEAL AS CHIEF FINANCIAL OFFICER 6. The authority of the foregoing person(s) to bind the entity: ❑X is2 not limited O is limited as follows: 7. Other matters concerning the manner in which the entity deals with interests in real property: 8. This Statement of Authority is executed on behalf of the entity pursuant to the provisions of §38-30-172. C.RS 3 9. This Statement of Authority amends and supersedes in ail respects any and all prior dated Statements of Authority executed on behalf of the entity. landitle Executed this this day of June 21st, 2019 ❑ Registered Limited Liability Partnership ❑ Registered Limited Liability Limited Partnership ❑ Limited Partnership Association O Government or Governmental Subdivision or Agency ❑ Trust EWS #9 DJ BASIN LLC, A DELAWARE LIMITED LIABILITY COMPANY EXPEDITION WATER SOLUTIONS COLORADO LLC, A DELAWARE LIMITED LIABILITY COMPANY AS MANAGER By: ZACHARY NEAWAS CHIEF FINANCAAI OFFICER CINDY L JOHNSON NOTARY PUBLIC STATE OF COLORADO NOTARY ID 1997401S340 My Commission Expires October 7, 3Q1 State of Colorado )ss. County of 0Qa2_2_ The foregoing Instrument was acknowledged before me on this day of June 2O , 2019 by ZACHARY NEAL AS CHEF FINANCIAL OFFICER OF EXPEDITION WATER SOLUTIONS COLORADO LLC, A DELAWARE LIMITED LIABILITY COMPANY AS MANAGER OF EWS #9 DJ BASIN LLC, A DELAWARE LIMITED LIABILITY COMPANY Witness my hand and official seal My Commission expires: 'kb L.` Form 884 closing/recordings/soa.html 25157298 (13431855) �� 111111�I 1111111111111 WHEN RECORDED EWS A9 DJ BASIN LLC, A DELAWARE LIMITED LIABILITY COMPANY RETURN TO: 1 , ,gois 13riot (.2 iGel6bi (0 10(734 STATEMENT OF AUTHORITY (§38-30-172, C.R.S.) 1. This Statement of Authority relates to an entityl named EWS 119 DJ BASIN LLC, A DELAWARE LIMITED LIABILITY COMPANY 2. The type of entity Is a: ❑ Corporation ❑ Nonprofit Corporation IN Limited Liability Company ❑ General Partnership 0 Limited Partnership 0 4c gat ❑ Registered Limited Liability Partnership ❑ Registered Limited Liability Limited Partnership ❑ Limited Partnership Association Government or Governmental Subdivision or Agency 0 Trust 3. The entity is formed under the laws of Colorado 4. The mailing address for the entity is 2015 CLUBHOUSE DRIVE, SUITE, 201 Greeley, CO 90634 5. The ❑X name ID position of each person authorized to execute instruments conveying, encumbering or otherwise affecting title to real property on behalf of the entity is EXPEDITION WATER SOLUTIONS COLORADO LLC, A DELAWARE LIMITED LIABILITY COMPANY BY ZACHARY NEAL AS CHEF FINANCIAL OFFICER 6. The authority of the foregoing person(s) to bind the entity: ❑X is2 not limited 0 is limited as follows: 7. Other matters concerning the manner In which the entity deals with interests in real property: 8. This Statement of Authority is executed on behalf of the entity pursuant to the provisions of §38-30-172, C.R.S.3 9. This Statement of Authority amends and supersedes in all respects any and all prior dated Statements of Authority executed on behalf of the entity. Executed this this day of June 21st, 2019 EWS 119 DJ BASIN LLC, A DELAWARE LIMITED LIABILITY COMPANY EXPEDITION WATER SOLUTIONS COLORADO LLC, A DELAWARE MUTED LIABILITY COMPANY AS MANAGER 7 BY: ZACHARY NET/ CHIEF Fl OFFICER State of Colorado County of OQ4'y2Z. )ss. ) CINDY L JOHNSON NOTARY PUBUC STATE OF COLORADO NOTARY ID 19974018340 My COni ealon Expires October 7, 2021 The foregoing instrument was acknowledged before me on this day of June 2p , 2019 by ZACHARY NEAL AS CHIEF FINANCIAL OFFICER OF EXPEDITION WATER SOLUTIONS COLORADO LLC, A DELAWARE LIMITED LIABILITY COMPANY AS MANAGER OF EWS *9 DJ BASIN LLC, A DELAWARE LIMITED LIABILITY COMPANY Witness my hand and official seal My Commission expires: 25157298 Form 884 closing/recordings/soa.html (13431855) III IlflhllINI 11111111 IIIII Inc mui. not AHEA OF THE DOCUMENT CHANGES COLOR GRADUALLY FROM BLUE TO RED TO BLUE, LEFT TO RIGHT AND CONTAINS A HIDDEN MESSAGE "VOID" WHEN PHOTOCOI Land G(IARANTFf CO PAN LAND. TITLE GUARANTEE COMPANY 3 033 E. 1ST r AVE„. #600 DENVER,. CO 802'06 303321-1880 file# 25157298 PAY *** Thirty Eight and 00/100 *** TO THE ORDER OF 1705 ENS #9 r.D.47 BASIN LLC 1 S2 39TH STREET St�rE E: GREELEY, CO 80634 .Check Number 3331883 FIRSTSANR of COLORADO LAKEwoOD, CO 80215 NAT Ito) FOR MORE THAN $500.00 VOID AFTER 180 DAYS DATE 06/21/2019. LAN T T' THE ORIGINAL DOCUMENT CONTAINS VISIBLE FIBERS AND A TRUE WATERMARK - HOLD TO LIGHT TO VIEW. AMOUNT 8.00 fTEat COMPANY €•L'fil�NT i'zed Signature""' " Date: 06/21/2019 Bank No.: 1705 Check No.: 3331883 paid to: EWS #9 DJ BASIN LLC 1023 39TH STREET SUITE E GREELEY, CO 80634 Account Prop. Addr: Closer: File # Payables No Description Refund Recording Fees VACANT LAND Nancy Lohr 25157298 3438665 Payee: Detach this statement before Amount 38.00 depositing. This on check represents a refund for an over::: recording fees. Please cash or depo,it within 60 days. Thank You. Check total 38.00 LAND TITLE GUARANTEE COMPANY Cheryl Hoffman From: Sent: To: Subject: Attachments: Follow Up Flag: Flag Status: Tisa Juanicorena Friday, July 19, 2019 1:43 PM Cheryl Hoffman; Dawn Anderson; Elizabeth Relford; Esther Gesick; Jay McDonald; Karla Ford; Trace Anderson BOCC PA REVIEW USR18-0087 EWS Signed IA and PA USR18-0087 EWS.pdf Follow up Flagged ATTACHED BOCC PA REVIEW Improvements Agreement: Improvements and Road Maintenance Agreement Case/Applicant: USR18-0087 Expedition Water Solutions Colorado, LLC Please note: Cheryl, I have attached a deed that allows the removal of the Smith's from the agreement. Thanks Karla!! Tisa Juanicorena Development Review Public Works 1111 H Street Greeley, CO 80634 tluanicorena@weldgov.com tjuanicorena@co.weld.co.us tel: 970.400.3778 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 1 Contract Form New Contract Request Entity Information Entity Name* Entity ID* EXPEDITION WATER SOLUTIONS. LLC R00035538 ❑ New Entity? Contract Name* Contract ID IMPROVEMENTS AND ROAD MAINTENANCE AGREEMENT 3017 USR18-0087 Contract Status DONE Contract Lead* TJUANICORENA Contract Lead Email tjuanicorena c eo weld.co us Parent Contract ID Requires Board Approval YES Department Project # Contract Description* IMPROVEMENTS AND ROAD MAINTENANCE AGREEMENT USR1d-0087 NO COLLATERAL REQUIRED AT THIS TIME Contract Description 2 Contract Type* AGREEMENT Amount k $000 Renewable* NO Automatic Renewal Grant IGA Department PUBLIC ',A'ORKS Department Email CM- Public'Works@weldgov_cum Department Head Email CM-PublicV "orks- DeptHead@sveldgar.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYA I `s ORNEY@WELD GOV.COM Requested BOCC Agenda Date 08107/20119 Due Date 00,,'03/2019 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? NO If this is a renewal enter previous Contract ID tf 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 00 1212020 Termination Notice Period Committed Delivery Date Expiration Date* n0/18_1202'1 Contact Information Contact Info Contact Name Purchasing Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Approver Purchasing Approved Date Approval Process Department Head JAY MCDONALD DH Approved Date 07/2512019 Final Approval BOCC Approved YES BOCC Signed Date 08,'051201 9 BOCC Agenda Date 0&0512019 Originator TJIJANICORENA Finance Approver BARB CONNOLLY Legal Counsel BOB CH0ATE Finance Approved Date Legal Counsel Approved Date 07+26/2019 07126;201 9 Tyler Ref # 2019-3533 Submit Hello