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Home My WebLink About20171179.tiffRESOLUTION RE: APPROVE PARTIAL CANCELLATION AND RELEASE OF COLLATERAL AND ACCEPTANCE OF ROAD MAINTENANCE WARRANTY COLLATERAL FOR USE BY SPECIAL REVIEW PERMIT, USR-1792 - DCP OPERATING COMPANY, LP 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 October 12. 2011, the Board approved the application of Thistle Down. Inc. / Michael and Daisy Boulter / Donna Boulter / Michael James Boulter / William Boulter. Jr. / Roger Boulter / and Carol Thompson, 24500 County Road 49. Greeley, Colorado 80631. and Michael Boulter, 22019 County Road 54. Greeley. Colorado 80631-9764, c/o DCP Midstream, LP, 3026 4th Avenue. Greeley, Colorado 80631, for a Site Specific Development Plan and Use by Special Review Permit #1792 for Oil and Gas Support and Service. including. but not limited to. a Natural Gas Processing Facility in the A (Agricultural) Zone District on the following described real estate. to wit: SE1/4 of Section 31, Township 5 North, Range 64 West of the 6th P.M., Weld County, Colorado. and WHEREAS, on April 9. 2012, 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 DCP Midstream, LP. with terms and conditions being as stated in said agreement. and accepted Performance Bond #105739452, from Travelers Casualty and Surety Company of America. One Tower Square. Hartford, Connecticut 06183, in the amount of $419,700.00, and WHEREAS, on July 2, 2014. the Board was presented with replacement collateral in the form of a Bond Decrease Certificate #105739452. from Travelers Casualty and Surety Company of America. in the amount of 562.955.00. to serve as warranty collateral for a period of two years. and WHEREAS, staff from the Weld County Departments of Public Works and Planning Services have conducted a visual inspection and recommend release of aforementioned collateral and acceptance of Road Maintenance Warranty Collateral in the form of a company check #460309. in the amount of $2.400.00, drawn on JP Morgan Chase. N.A., Syracuse. New York. and WHEREAS, upon recommendation of staff, the Board deems it advisable to release Performance Bond #105739452, and including, Decrease Certificate regarding Bond #105739452, and accept company check #460309, in the amount of $2,400.00. drawn on JP Morgan Chase, N.A., Syracuse, New York. and 4303191 Pages: 1 of' 2 05/18/2017 1103 AM R Fee:$0.00 Carly Koppes a-i Recorder Weld Co.,nty CO gill ju1: t iI '1e& D'liI11iF'NDF !7II III PL1P►.O 2017-1179 PL2132 PARTIAL CANCELLATION AND RELEASE OF COLLATERAL AND ACCEPTANCE OF ROAD MAINTENANCE WARRANTY COLLATERAL FOR USE BY SPECIAL REVIEW PERMIT, USR-1792 - DCP OPERATING COMPANY, LP NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Performance Bond #105739452, from Travelers Casualty and Surety Company of America, One Tower Square. Hartford, Connecticut 06183, in the amount of $419,700.00, and including, Decrease Certificate regarding Bond #105739452, in the amount of $62.955.00 also from Travelers Casualty and Surety Company of America, be and hereby is. canceled and released, and company check #460309, in the amount of $2.400.00, drawn on JP Morgan Chase, N.A., Syracuse. New York. 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 released 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 26th day of April. A.D.. 2017. BOARD OF COUNTY COMMISSIONERS WELD COUNTY. COLQRADO ATTEST: 'ter.,, .e/to:.k Weld County Clerk to the Board unty Attorney Date of signature: b.- Un 4303191 Pages: 2 of 2 05/18/2017 11:03 AM R Fee:$0.00 Ca -.y Koppes. Clerk and Recorder, Weld County CC 11111 Julie A. Cozad. Chair 2017-1179 PL2132 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW/Regular or Consent Hearing Agenda REQUEST RE: BOCC Agenda Item — Partial Release of Collateral: DCP Operating Company, LP — USR-1792 DEPARTMENT: Public Works DATE: 4/10/2017 PERSON REQUESTING: Evan Pinkham RECEIVED APR 12 2017 WELD COUNTY COMMISSIONERS Brief description of the issue: The Department of Public Works received a request from the applicant's representative, Patrick Groom, requesting an inspection of the property in order to release collateral for the DCP Operating Company site (USR- 1792), located north of and adjacent to CR 50 and west of and adjacent to CR 51, southwest of the town of Kersey. Weld County Public Works Department and Weld County Department of Planning performed a site inspection, at the above mentioned site, and observed the following: • All Public Works related items on Exhibit A, of the Improvements Agreement According To Policy Regarding Collateral For Improvements Document #2012-0946, have been completed and are found to be acceptable. • DCP Operating Company, LP has submitted a check in the amount of $2,400.00 for road maintenance collateral. In acceptance of this collateral, the currently held Performance Bond of $62,955.00 would be released. Frank Haug/Assistant County Attorney has reviewed the Improvements Agreement and Collateral requirements and recommends this release of collateral. Weld County Collateral List: DCP Midstream, LP, (PL2132 #2012-0946) 04/09/2012 Improvements Agrmt — Boulter Site USR #1792 Performance Bond #105739452 from Travelers Casualty and Surety Company of America No Expiration Listed $419,700.00 Partial Release (2014-1992) 07/02/2014 -356,745.00 Bond Decrease Certificate #105739452 received 7/2/14 62,955.00 Warranty Collateral expires 7/2/2016 What options exist 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 ar44l- r4'c Comity Attorney's: Glace re' recommending release of collateral, as shown above from the Weld C^iinr•7 ('nllateral List, in tile' amount of $62,955.00. Road maintenance collateral in the amount of $2,400.00 N eynts �B f' 14 Approve Schedule as Reguh Recommendation BOCC Hearing Itel bY1)-1 a Cr' Sean P. Conway Julie A. Cozad, Chair Mike Freeman Barbara Kirkmeyer Steve Moreno, Pro-Tem u-il-20 0L Feav ita-eOEJLQQ 111C1 i�� Evan Pinkham From: Sent: To: Cc: Subject: Patrick Groom <PGroom@wobjlaw.com> Thursday, March 02, 2017 4:33 PM Evan Pinkham Park, Paul D USR-1792 Evan: Thank you for speaking with me today. Pursuant to our conversation, please consider this e-mail a formal request on behalf of DCP Operating Company, LP (formally known as DCP Midstream, LP) for the release of collateral on USR- 1792. Please let me know if you need any additional information. PATRICK M. GROOM, ESQ. Witwer, Oldenburg, Barry & Groom, LLP 822 7th St, Ste. 760 Greeley, CO 80631 (970) 352-3161 (970) 313-4776 - Direct (970) 352-3165 - Fax 1 2017-1179 MEMORANDUM To: Evan Pinkham, Public Works From: Kim Ogle, Planning Services Subject: Recommendation to Release Collateral Date: March 20, 2017 On May 14, 2014, representatives for the Department of Public Works received a Bond Decrease Certificate from Travelers for the USR-1792 warranty collateral and the commencement of the two year warranty period. Per the Improvements Agreement dated April 9, 2012, Section 1.0 Landscaping and Fencing Requirements, the property owner was to landscape or maintain the landscaping and reseeding of the property as shown on the USR-1792 map. Additionally the property owner was to install and maintain fencing to secure and screen the property as indicated on the USR plans. Representatives from the Department of Planning Services visited the site on Tuesday March 14, 2017 and found the property to be in compliance with the USR-1792 map associated with the permit. Collateral was held for the fencing component of the on -site improvements associated with this facility, and the fence, gates and access points have been constructed and are operable, therefore this office supports the request for release of all monies. SERVICE, TEAMWORK, INTEGRITY, QUALITY 8009080 000 0000003 00000000 001 001 00001 I DCP Midstream, LP 370 17th Street, Suite 2500 Denver, CO 80202 APCustomerService@dcpmidstream.cor 303-605-2219 DATE: 04/03/2017 VENDOR NAME: WELD COUNTY COLORADO No.0000460 INVOICE NO INVOICE DATE v '-'''-••••• • .••••••...._ yyt,VOI DESCRIPTION YVUO NET 3-21-17 USR-1792 03/21/17 re -Jr- ILbc1,.?46 2,400.00 TO THE ORDER OF 6 -Thousand Four Hundred And WELD COUNTY COLORADO PO BOX 758 GREELEY, CO 80632-0758 TOTALS: r-gan Chase, Wk._ Syracuse, NY 2,400.00 = VENDOR N - = DATE=_ AMOUNT 000074116H 04/03/2017 $*******2,400.00' 00 -Dollars 3 AUTHORIZED SIGNATURE CLERK TO THE BOARD PHONE (970) 400-4217 FAX: (970) 336-7233 1150 "O" Street P O. BOX 758 GREELEY. COLORADO 80632 June 30, 2017 DCP Operating Company, LP 3026 4th Avenue Greeley, Colorado 80631 RE: Cancellation and release of Collateral and Acceptance of Warranty Collateral regarding USR-1792 DCP Operating Company, LP: On April 26, 2017, the Board of County Commissioners approved the cancellation and release of collateral in the form of a Bond Decrease Certificate #105739452. from Travelers Casualty and Surety Company of America, in the amount of $62,955.00, Enclosed is a copy of the Resolution signed by the Board of County Commissioners and the cancelled Bond Certificates. If you have questions or need additional information, please do not hesitate to contact me at (970) 400-4217. Very truly yours, BOARD OF COUNTY COMMISSIONERS By? _ Tisa Juan •. ena Deputy Clerk to the Board TRAVELERS J DECREASE CER't Princip. DCP Midstream, LP Hereby es? fro, Obligee: Board of unty Commissioners of Weld County, CO As of A ril 16 201 , the amount of the above desc ed bond is hereby decrease, '52 sum of $419,700.00 t. he sum of $62,955.00 for all past, present, and future IL .ity. Provided, however, that the liabili nder the above described bd, as changed by this Certificate, shall not be cumulative. This Certificate, when si• ed by the Obligee, sh. .ecome part of the said bond. Signed, sealed, and dated 5/6/201 Travelers Casual and Surety Company of America Tannis Mattso The Obligee hereby formally consent • o the decrease. 114 jalt Signed, sealed, and dated on this � ' day of Witness By: Attest -305-C (6/09) The Oblig- must sign, seal, and date this Certificate. One signed copy must be return. ' to the Surety. owe/ Oblige INSTRUCTIONS TO AGENTS - IMPORTANT RECEIVED MA`;" 1 2014 Iq L.Uuiity r)ubl%• orks Dept &o/ y -- /9'Pr WARNING: THIS POWER OF ATTORNEY IS INVALID WITH C' •C RED BORDER POWER OF ATTORN'0� ACA • TRAVELERS) Attorney -In Fact Farmington Casualty Company Fidelity and Guaranty Insurance Company Fidelity and Guaranty Insurance Underwriters, St. Paul Fire and Marine Insurance Company St. Paul Guardian Insurance Company 227346 by. Certib. f"0e KNOW ALL MEN BY 1 E PRESENTS: That Farmington Casualty Company, St. Paul Fire and M ' Insur,. Company, St. Paul Mercury urance Company, Travelers Casualty and Surety Company, Travelers Casu: and Surety Fidelity and Guaranty Comp• are corporations duly organized under the laws of the State of Conn t, that Fidelity at,. corporation duly organized under ' e laws of the State of Iowa, and that Fidelity and Guaranty Insuranc . nderwriters, Inc., is a colt laws of the State of Wisconsin (he collectively called the "Companies"), and that the Companies dereby make, constitute and app. Sandra R. Parker, Melissa Haddic , ina Rodriguez, Tannis Mattson, and Mary Pe (Ye Ivin Ns-, '4S, Insurance Company `O. cy vO '4< and Surety Compa CO /'jO ' Surety Corn E/ Guara 0 �'SS•'QcC� ~S'FAN �F ~ by V of America Company of the City of Houston , State of Texas , their true and lawful Attorney(s)-in-Fact, each in their separate capacity if more than one is named . •ve, to sign, exec , seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of . Companies ' their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakin: equired .ermittedin any actions or proceedings allowed by law. IN WITNESS WHEREOF, the Companies have caused this ins day of January 2014 State of Connecticut City of Hartford ss. On this the 24th Farmington Casualty mpany Fidelity and Guara , Insurance Company. Fidelity and Guar . ty Insurance Underwrite Inc. St. Paul Fire an ' iarine Insurance Company St. Paul Guar n Insurance Company be signed and their corporate seals to be hereto affixed, this 24th day of January 2014 St. Paul Mercury Insurance Company Travelers Casualty and Surety Company Travelers Casualty and Surety Company of America United States Fidelity and Guaranty Company ti........................... RPORATf: �i^4� Oa ea By: OI 0 •.a obert L. Raney, enior Vice President , before me personally appeare• ' obert L. Raney, who acknowledged himself to be the Senior Vice Presi . • t of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and ' • anty Insurance Underwriters, Inc., St. Paul Fire and Marine Insur. e Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Trave • , Casualty and Surety Company, Travelers Casualty and Surety ' .mpany of America, and United States Fidelity and Guaranty Company, and that he, as such, being aorized so to do, executed the foregoing instrument for the • •'ses therein contained by signing on behalf of the corporations by himself as a duly authorized officer. In Witness My Co ereof, I hereunto set my hand and official seal. ion expires the 30th day of June, 2016. anth iaxectakt Marie C. Te ' t, Notary Public 58440-8-12 Printed in U.S.A. WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Farmington Casualty Company, Fi:*ity an( uaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance ComE St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of Ame ' a, and United States Fidelity d Guaranty Company, which resolutions are now in full force and effect, reading as follows: RESOLVE I hat the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice ident, any Second Vice President, the urer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys -in -Fact and ents to act for and on behalf of the Company . may give such appointee such authority as his or her certificate of authority may prescribe to sign with the C. • : y's name and seal with the Company's seal bon•. :.gnizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, • conditional undertaking, and any of said officers or the B. • of Directors at any time may remove any such appointee and revoke the power given him or her; an. is FURTHER RESOLVED, the e Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior e President or any Vice President may delegate all or any part of the fo ' oing authority to one or more officers or employees of this Company, provided that e: such delegation is in writing and a copy thereof is filed in the office of the etary; and it is FURTHER RESOLVED, that any bon• -cognizance, contract of indemnity, or writing obligatory in the nature o . bond, recognizance, or conditional undertaking shall be valid and binding upon the Comp: hen (a) signed by the President, any Vice Chairman, any Executive e President, any Senior Vice President or any Vice President, any Second Vice President, the T • . r, any Assistant Treasurer, the Corporate Secretary or any As . tant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Sec - ; or (b) duly executed (under seal, if required) by one or ,re Attorneys -in -Fact and Agents pursuant to the power prescribed in his or her certificate or their certi es of authority or by one or more Company officer •ursuant to a written delegation of authority; and it is FURTHER RESOLVED, that the signature of each of following officers: President, any Executiv ice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant 'retary, and the seal of the Company ' , y be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents. • esident Assistant Secretaries or a rneys-in-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thei ' and any such Power of Att ey or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power s ecuted and certified by h facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding hich it is attached. I, Kevin E. Hughes, the undersigned, Assistant Secretary, of Farmington C Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul G Surety Company, Travelers Casualty and Surety Company of America, and Uni is a true and correct copy of the Power of Attorney executed by said Compan , IN TESTIMONY WHEREOF, I have hereunto set my hand and matted ty Comp anIns • idelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Fidelity and Guaranty Company do hereby certify that the above and foregoing i ,ir full foyce and effect and has not been revoked. panies this (0+12 day of Jp".!!!!(.4:1; a Q f rOAq n 2i— _Tn n \SEA.L i Kevin E. Hughes, Assistant Secretary 20l To verify the authenticity of this Power of A •rney, call 1-800421-3880 or contact us at www.travelersbond.com. Please r r to the Attorney -In -Fact number, the above -named individuals and the details of bond to which the power is attached. WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER Executed in quadruplicate CO Bond No. 105739452 PERFORMANCE Bo' 4 F4 BOARD or COUNTY COMMISSIONERS (4 00e SF 0�4L T.o o too Try N KNOW ALL PERSONS BY THESE PRESF 4. 4 principal street address is 370 17th Delaware limited partnership, hereinafL Travelers Casualty and Surety Company of tta. artford, CT 06183, hereinafter called "Surety .'und unto Board of County Commissioners of Wela b_•alf of Weld County, Colorado, hereinafter called fu * and penal sum of Four Hundred Nineteen Thousand S Doll s ($419,700.00), lawful money of the United Sta ''-s IL payme of which well and truly made, we bind oursel'-s, our is admini rators, successors and assigns, jointly an• severally, fl_ by thes- •resents. WHE•4'1S, the above -bound Principal has ob, ined or is about to obtain from he Obligee a land use permit, na y USR 1792, and pursuant to e requirements of said permit, as entered into an Improvements ''reement, dated March 27, 201,with Obligee, and of�4O is Nc � co �,�� %js " S0 WHEREAS, e Improvements Agreementrequires Principal to obtain a performance bonin an amount equal to the total cost of the improvements for w :ch Principal is re .'onsible and naming Obligee as beneficiary, and WHEREAS, the val - of improve • -nts for which Principal is responsible equals Four •undred Ni teen Thousand Seven Hundred Dollars & 00/100 ($419,700.00). NOW, THEREFORE, THE CONDITIs O, THIS OBLIGATION IS SUCH, that if Principal shall well, truly _ faithfully perform its duties, and all of its undertakings, covenan . terms, and conditions as set forth in the Improvements Agreement, nd 'f Principal shall satisfy all claims and demands set forth in s_ d ag -ement, and shall fully indemnify and save harmless Obilgee fro t all co s and damages which it may suffer by reason of Principal's fa'.ure to pe orm as agreed, and shall reimburse and repay Obligee all o lay and exp.'se which Obligee may incur in making good any defaul►, then this obgation shall be null and void; PROVIDED FURTHER, t t if Principal shal default in any of its obligations set fo in the Improvements reement, and thereafter fail to fully indo ify and save harmless • lgee from all costs and damages which it ay suffer by reason of sai• default, this obligation shall remain in ull force and effect; PROVIDED FORT agrees that terms of t thereunde it does alterat R, that Surety, for value receive• o change, extension of time, alterat Improvements Agreement to the work to shall in any way affect its obligations -reby waive notice of any such change, exten- n or addition to the terms of the Improvement hereby stipulates and or addition to the performed this bond, and on of time, agreement. ROVIDED FURTHER, this bond is NONCANCELLABLE, and all renew annu- ly automatically, from the date of this bond until i release by Obl •ee, to guarantee that Principal shall well, truly and thfully perform its duties, and all of the undertakings, covenants, t- ms, and S's tioge4 conditions set forth in the Improvements Agreement, and any extensions thereof which may be granted by Obligee with or without notice to urety. T - parties to this Performance Bond acknowledge that through the Im, ovements Agreement, Obligee reserved the right to require Principal to stain a different Performance Bond from a financial institutio othe than Surety in the event that the rating of Surety by AM Be falls .elow a B+ rating. IN WIT SS WHEREOF, this instrument is executed in four (4) counte . rts, each one of which shall be deemed an original,: his 30th day of Ma ch, 2012. Principal Sf retarWitness (SEAL) DCP Midstream, LP Principal By:GRAD • ' 1. i". Genet COu,nsel Title S c Trave =rs Casualty and Surety Comp y of America R. PoplawsWitness as to rety Stacy Killebrew, Attorney -in -Fact 10 Marsh USA, Inc. v c/o Marsh USA, Inc. 1225 17th Street, Suite 2100 1225 17th Street, Suite 2100 Address Address Denver, CO 80202 Address IMPORTANT: Surety comp_ executing .dnd must appear on the Treasury Department's most cu ent list (Cir•,lar 570 as amended) and be authorized to transac► business in the SL.•te of Colorado. Bond must be acco-.anied with Attorney -1, Fact's authority from the surety company cer ified to include the dat= of the bond. TRAVELERS J Attorney -In Fact No. WARNING: THIS POWER OF ATTORNEY IS INVALID WITH'e; THE RED BORDER POWER OF ATTORNF , 4z Farmington Casualty Company Fidelity and Guaranty Insurance Company Fidelity and Guaranty Insurance Underwriters, Inr a St. Paul Fire and Marine Insurance Company St. Paul Guardian Insurance Company 223807 4 e •ry Insurance Company de _ . Odr 0 riz and Surety Company Surety Company of America 47Of,ww_ uaranty Co any IV terti, toet B �arq KNOW ALL MEN BY t PRESENTS: That St. Paul Fire and Marine Insurance Company, St. Paul Guardian Inst... Company are corporations dul' ganized under the laws of the State of Minnesota, that Farmington Casualty Company, 'I Travelers Casualty and Surety C s ' any of America are corporations duly organized under the laws of the State of Connecticut, Company is a corporation duly org. zed ' under the laws of the State of Maryland, that Fidelity and Guaranty Insurance Com • y is a the laws of the State of Iowa, and t ' Fidelity and Guaranty Insurance Underwriters, Inc., is a corporation duly organiz - nder the !a (herein collectively called the "Compa 's"). and that the Companies do hereby make, constitute and appoint Kathleen K. Freund, Margarita H• uin, Joseph R. Poplawski, and Stacy Killebrew of the City of Denver each in their separate capacity if more than one is named a • ve other writings obligatory in the nature thereof on behalf of contracts and executing or guaranteeing bonds and undertakin State of Colorado , to sign, execute, seal and acknowledge Companies in their business of guar quired or permitted in any action IN WITNESS WHEREOF, the Companies have caused this instrutne day of January 2012 State of Connecticut City of Hartford ss. Farmington Casualty Company Fidelity and Guaranty Insurance Compa Fidelity and Guaranty Insurance Underw , Inc. St. Paul Fire and Marine Insurance Compa St. Paul Guardian Insurance Company o be signed and th O fits -. -g.SEAL/o"1 �d .. ... vat/ Is N On this the 30th day of January 2012 , before me person. appeared George W. Thompson, who acknowledged himself to be the Senior Vice President of Farniingto ' asualty Company, Fidelity and Guaranty Insurance ipany, Fidelity and Guaranty Insurance Underwriters. Inc.. St. Paul Fire and Marine Insurance Compan St. Paul Guardian Insurance Company, St. Paul Merc surance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Comp. • , of America, and United States Fidelity and Guaranty Comp and that he, as such, being authorized so to do, executed the foregoing instrument for the purpo s therein contained by signing on behalf of the corporations by hi i 'lf as a duly authorized officer. O~S , their true and lawful Attorney(s)-in-Fact, y and all bonds, recognizances, conditional undertakings and eeing the fidelity of persons, guaranteeing the performance of r proceedings allowed by law. 30th corporate seals to be hereto affixed, this St. Paul Mercury Insurance Company Travelers Casualty and Surety Company Travelers Casualty and Surety Company of America United States Fidelity and Guaranty Company ! vJ '•• Z • CORPORglf .r,' By: SEAL.cob i :....... r1"' .,....I Thompson, ' nior ice President In Witness Whereof, I hereunto set m and and official seal. My Commission expires the 30th day of June, 2016. • C . i�nta+Qs+ e C. Tetreault, Notary Public 58440-6-11 Printed in U.S.A. WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER 1 _ Iff re. WAKNlNU: Ii - lb i'UWtR OF ATTORNEY IS INVALID WITHOUT THE RED BORDER This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Farmington Casualty Company, Fid ty and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, S Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company o erica, and United States Fidelity and Guaranty Company, which resolutions are now in full force and effect, reading as follows: RESOLVED, tithe Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, : ice President, any Second Vice President, the Try ' r, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys -in -FR and Agents to act for and on behalf of the Company an • : y give such appointee such authority as his or her certificate of authority may prescribe to sign with a Company's name and seal with the Company's seal bonds, ognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recogni ce, or conditional undertaking, and any of said officers or the B.: of Directors at any time may remove any such appointee and revoke the power given him or , and it is FURTHER RESOLVED, tha ' e Chairman, the President, any Vice Chairman, any Executive Vice President, any` or Vice President or any Vice President may delegate all or any part of the fo oing authority to one or more officers or employees of this Company, provid • at each such delegation is in writing and a copy thereof is filed in the office of the etary; and it is FURTHER RESOLVED, that any bonrecognizance, contract of indemnity, or writing obligatory in the n . re of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Comp.t when (a) signed by the President, any Vice Chairman, any Exe• . tive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the urer, any Assistant Treasurer, the Corporate Secretary or y Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant S tary; or (b) duly executed (under seal, if required) by . or more Attorneys -in -Fact and Agents pursuant to the power prescribed in his or her certificate or their ce . cates of authority or by one or more Company • cers pursuant to a written delegation of authority; and it is FURTHER RESOLVED, that the signature of eac any Assistant Vice President, any Secretary, any Ass certificate relating thereto appointing Resident Vice Pr and undertakings and other writings obligatory in the na shall be valid and binding upon the Company and any such the Company in the future with respect to any bond or unde I, Kevin E. Hughes, the undersigned, Assistant Secretary, of F Underwriters, Inc., St. Paul Fire and Marine Insurance Company, Surety Company, Travelers Casualty and Surety Company of Americ is a true and correct copy of the Power of Attorney executed by said f the following officers: President, any t Secretary, and the seal of the Co ents, Resident Assistant Secre thereof, and any such Powe wer so executed and certi ding to which it is IN TESTIMONY WHEREOF, I have hereunto set my hand and To verify the authenticity of this Power above -named individuals and the detai ton Casualty Paul Guar E utive Vice President, any Senior Vice President, any Vice President, any may be affixed by facsimile to any Power of Attorney or to any or Attorneys -in -Fact for purposes only of executing and attesting bonds f Attorney or certificate bearing such facsimile signature or facsimile seal by such facsimile signature and facsimile seal shall be valid and binding on ed. mpany, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and d U ' -• Saxes Fidelk and Gty Company do hereby certify that the above and foregoing , which is in full foitzeNatcr effect and has not been revoked. s of said Sipanies this 3b41" day of fv` eV -al , 20 . e. Kevin E. Hughes, Assistant Sectftary I Attorney, call 1-800-421-3880 or contact us at www.travelersbo com. Please refer to the Attorney -In -Fact number, the of the bond to which the power is attached. WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER r N U Il inn u.S. Postal ServiceTM ERTIFIED MAIL° RECEIPT onestic Mail Only ,For delivery information, visit our website at www.uspscom®. missu YSYi+ 4,. Certified Mail Fee Extra Services & Fees (check box, add fee as appropriate) ❑ Return Receipt (hardcopy) $ 9 Return Receipt (electronic) ❑ Certified Mail Restricted Delivery ❑ Adult Signature Required $ O Adult Signature Restricted Delivery $ $ $ Postage Total Postage and Fees Sent Postmark Her Street and Apt. No., or PC Box No. City, State, ZIP�4® PS Form 3800, April 2015 PSN 7530-02-000-9047 See Reverse for Instructions a) Cl) a) a) ❑ > o ? o o E U -7.) >' C ) ®-o C <.9?0‘C.10•" CAF o 0 as a cry a U �Cn 0��124 E - C a) in c U O 2 0 CC L 0 .� �- >Ciro _C c to 0 0 ±-2 O w < 0 C) a ® a 0 -O -o a) Q U d 1 2 O 3- Q. 0 a) O a O U a) so - 2 so C‘i Qau 2 u) U Qua) UU)) •> U cc .E El ces ILLJ C'-. a) -o U cc to m a-" D ICI Q ri U N Domestic Return Receipt r Ts CO co LQ Cl7 0 co ru m f i " N D 0 L1 i CD 1:3 Q Q ❑ ❑ 0 O4 0 0 V B. Received by (Prin₹ed Na c - a f:rE a) O E 2 4- C C D U) as N t s C_ a) 0 >- U Co t i L._ >, o Q) ❑ as iii a. cc ® ❑ ❑ Els C) U) a c(frao❑ cd O . Restricted De o v O N C) 'a_ E o a)oE O -F >,0 Cid C) O U 3- 0- a O H- 0 O 0 Cti i CV c� 4-1 O co o C) 73 ® oCd00 L � � a ��-� ESE' U t CL co 4 ® I rs� • Sk4;3 0 rR PLI to rn �-2 C3 rR U N z a) z c ki ci Domestic Return Receipt Co N co co a_ U.S. Postal ServiceTM CERTIFIED MAIL® RECEIPT Domestic Mail Only For delivery information, visit our website at wwAw.usps.cortt . Certified Mail $ Fee Extra Services & Fees (check box, add fee as appropriate) ❑ Return Receipt (hardcopy) $ ❑ Return Receipt (electronic) $ P stm rk Certified Mall Restricted Delivery $ r Adult Signature Required $ 9 Adult Signature Restricted Delivery $ Postage Total Postage and Fees Son Street and Apt. No., or PCB Box No. City, State, ZIP -E4 CM[ i for Instructions PS Form 3800,,April 2015 PSN 7530-02-000-9047 See Reverse RESOLUTION RE: APPROVE IMPROVEMENTS AGREEMENT ACCORDING TO POLICY REGARDING COLLATERAL FOR IMPROVEMENTS , AUTHORIZE CHAIR TO SIGN, AND ACCEPT COLLATERAL FOR USE BY SPECIAL REVIEW PERMIT #1792 — DCP MIDSTREAM, LP 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, on October 12, 2011, the Weld County Board of Commissioners approved Use by Special Review Permit #1792, for Thistle Down, Inc. / Michael and Daisy Boulter / Donna Boufter / Michael James Boulter / William Boulter, Jr. / Roger Boulter / and Carol Thompson, 24500 County Road 49, Greeley, Colorado 80631, and Michael Boulter, 22019 County Road 54, Greeley, Colorado 80631-9764, do DCP Midstream, LP, 3026 4th Avenue, Greeley, Colorado 80631, for an Oil and Gas Support and Service, including, but not limited to, a Natural Gas Processing Facility in the A (Agricultural) Zone District, on the following described real estate, to -wit: SE1/4 of Section 31, Township 5 North, Range 64 West of 6th P.M., Weld County, Colorado WHEREAS, pursuant to certain Conditions of Approval, the Board has been presented with 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 DCP Midstream, LP, with terms and conditions being as stated in said agreement, and WHEREAS, the Board has been presented with Performance Bond #105739452 from Travelers Casualty and Surety Company of America, One Tower Square, Hartford, Connecticut 06183, in the amount of $419,700.00, and WHEREAS, after review, the Board deems it advisable to approve said agreement and accept said Performance Bond as stated above, copies of which are attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the 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 DCP Midstream, LP, be, and hereby is, approved. 3143137 Paris: 1 of 25 $e w ria ,t1i irk ma rt ais°w° a cw.,rv. co /M ris!"Initilgati Wit c11NJt itt& l III 2012-0946 PL2132 IMPROVEMENTS AGREEMENT - DCP MIDSTREAM, LP PAGE 2 BE IT FURTHER RESOLVED that Performance Bond #105739452 from Travelers Casualty and Surety Company of America, One Tower Square, Hartford, Connecticut 06183, in the amount of $419,700.00, be and hereby is, accepted. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 9th day of April, A.D., 2012. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: Weld County Clerk to the Board BY: 411,ytt- 'sera Deputy Uteri' to the APP Date of signature: .5-3-1a Sean P. Conway. Chair EXCUSED William F. Garcia, Pro-Te Ga e� vid E. Long DouglaaRa�rrtach Clear 3843237 Pages: 2 of 25 15/01/2012 11:32 en R Fee:=000 Steal Norm a, Clerk Md Recorder, Neld County, CO i1l2412 Vrll 'Il�Nit� IWl lk+l +iLIN'� 11111 2012-0946 PL2132 MEMORANDUM TO: Clerk to the Board DATE: 4/5/2012 FROM: Richard Hastings, Public Works Department SUBJECT: BOCC Agenda Item - Approve Improvements Agreement and Accept Collateral For: DCP Midstream LP Boulter Site- (USR-1792) $egyfst for Approval of Improvements Agreement: The Department of Public Works and the Department of Planning Services received a request from the applicant's representative, Patrick Groom/Witwer, Oldenburg, Barry & Johnson LLP, requesting that the Board of County Commissioners consider approving the Improvements Agreement for the Natural Gas Processing Plant (USR-1792), located on CR's 51 & 50, southwest of the town of Kersey. Weld County Public Works Department reviewed the above -mentioned signed original document and observed the following: • All Public Works related items, of the "Improvements Agreement According To Policy Regarding Collateral For Improvements", are found to be acceptable. Rearrest for Acceptance of Collateral: The Department of Public Works and the Department of Planning Services received a request from the applicant's representative, Patrick Groom/Witwer, Oldenburg, Barry & Johnson LLP, requesting that the Board of County Commissioners consider accepting collateral in the form of a Performance Bond — Travelers Casualty and Surety Company of America (#105739452) in the amount of $419,700.00, for the above -mentioned Improvements Agreement. , tecommendatioq: The Department's of Public Works and Planning Services are recommending approval of the Improvements Agreement According To Policy Regarding Collateral For Improvements and the acceptance of collateral, in the amount of $419,700.00 for DCP Midstream LP - (USR-1797). pc: Don Carroll, Public Works Kim Ogle, Planning Services M:IPLANNING - DEVELOPMENT REVIEWIUSR-Use by Special Review \USR-1792, DCP-BoulterUmprovements Accept Collateral (USR-1792) -DCP Midstream LP- Boulter Site- MEMO.docx 2012-0946 IMPROVEMENTS AGREEMENT ACCORDING TO POLICY REGARDING COLLATERAL FOR IMPROVEMENTS DCP Midstream, LP, Boulter Site/LaSalle Gas Plant — USR-1792 THIS AGREEMENT, made and entered into this CO day of Apr iI , of by and between the County of Weld, State of Colorado, acting through its Board of County Commissioners, hereinafter called "County," and DCP Midstream, LP, hereinafter called "Property Owner." WITNESSETH: WHEREAS, Property Owner is the owner of, the following described property in the County of Weld, Colorado: SE '/i of Section 31, Township 5 North, Range 64 West of the 6th P.M., Weld County, Colorado less and excepting there from the West 76.40 feet of the North Half of the North Half of the SE '4, Section 31, Township 5 North, Range 64 West of the 6th P.M. and hereinafter referred to as "the Property," and WHEREAS, County has approved land use permits for an Oil and Gas Support and Service Facility, including, but not limited to, a natural gas processing plant, on approximately 160 acres on the above described real property, and the County is currently in the process of considering an Use -by -Special Review for the Property (USR-I 792), and WHEREAS, the Property Owner acknowledges that the issuance of USR-1792 is conditional upon Property Owner's performance of the on -site and off -site improvements which are described in this Agreement and depicted in the Nat Map and the set of accepted Construction Plans provided by Property Owner, copies of which shall be attached to this Agreement as they become available and made a part hereof, as Exhibits C and D, respectively, and WHEREAS, Property Owner acknowledges that it may not engage in any activity described in USR- 1792 and/or any activity related to the businesses described above until said improvements have been completed, and WHEREAS, Property Owner agrees that pursuant to the provisions of Weld County Code Sec. 23-2-290, the failure to commence construction of the improvements outlined herein or to commence the use of the Property as approved in USR-1792 within three (3) years of the approval of the permit issued under USR-1792, may result in the vacation of USR-1792, upon consideration and order of the Board of County Commissioners, and WHEREAS, Property Owner agrees that the failure to record the plat within the time limits imposed by the Weld County Board of County Commissioners, may result in the revocation of USR-1792, upon consideration and order of the Board of County Commissioners, and M:\PLANNING-DEVEIAPMENT REVIEW\USR-Use by Special RcviewWSR-1792, DCP-Boul[er\Imgovcmenla Agreement DCP Midstream-Boulter (USR-1792) IA Final (3-23-12)Aocx 384 3 of 25 ▪ M�• ,pq iC 3k AR and.Rae000rrdd Wed Canty. GO IIII14111ltll1i10141 Fftiaoi -o9S'4, WHEREAS, the parties agree that Property Owner shall provide collateral for all on -site and off -site improvements required by this Agreement when the Property Owner 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: A. Required Off -Site Improvements 1.0 Weld County Road 51: The Property Owner shall be responsible for the construction of certain on -site and off -site safety improvements, which shall include: construction of adequate turning radii sixty (60) feet at the main entrances and exits which extend partially into WCR 51 right-of-way (ROW), drainage and signage installations, as indicated on the accepted Construction Plans. The main entrance improvements will include a double cattle guard set (one right after the other), placed back to back across the entire width of the roadway, to ensure a complete revolution of the truck tires in order minimize the tracking of mud and debris onto the adjacent County road. (See Section D.2.0 of this Agreement). 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". 2.0 Road Improvements Responsibilities: Property Owner is solely responsible for all designated improvements, as specified above in Section A.1.0, on WCR 51, and for any construction improvements mandated by the County, and for all expenses associated therewith. These responsibilities include, but are not limited to the following: design, surveys, utility locates, present and future right-of-way clearances and permits; coordination with oil and gas operators and facilities, and affected irrigation facilities; traffic control; and project safety during construction. Property Owner shall obey all applicable regulations issued by the Occupational Safety and Health Administration (hereinafter "OSHA"), Colorado Department of Public Health and Environment, (hereinafter "CDPHE") and other regulatory agencies. 3.0 Engineering Design and Construction Plans: All engineering designs and construction plans must be provided by Property Owner. These Plans, when reviewed and accepted by the Weld County Engineer, shall be a part of the Plans, which are a part of this Agreement. All plans showing work within the County shall be reviewed and accepted by Weld County, prior to the start of construction. For all construction in the County right-of-way, prior to the issuance of any access permit or right-of-way permit, a construction schedule giving times and locations of all proposed improvements shall be provided to Public Works for review and acceptance. 4.0 Construction Standards: All construction and materials controls for a project and any designated improvements shall conform to the requirements in effect as the time of the completion of the improvements set forth in the "Standard Specifications for Road and Bridge Construction" provided by CDOT. M:IPLANNING — DEVELOPMENT REVIEWIUSR-Use by Special ReviewWSR-I 792, DCP-BoulteAlmpmvemcnss Agreemcnt\DCP Midsvicem-Bouher (USR•1792) TA Final (3-23-12).docx 3843137 Pages: 4 of 25 aa/R4/ZY12 11:32 MI R Fee:fa,N yyyy y�y1 ..`{ Stove Moreno, Gawk ond nn I rt�ITtNI(lM h lit untl1t11f'A Mei till 5.0 Traffic Control: Prior to any construction in the County Right -Of -Way and as a condition of issuance of any access permit or Right -Of -Way permit, the applicant 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 Traffic Control Devices". 6.0 Off -Site Dust Control/Abatement and/or Paving (If Aopllcablel: The Property Owner is required to provide dust abatement along WCR 51 and WCR 50 approximately two to five times per year, as determined by the County. County will determine the proportionate share of dust control and/or paving costs to be paid by Property Owner based upon then current Truck Trip — Equivalent Single Axle Load (ESAL) Counts that identify traffic loading due to Property Owner -sourced traffic. The amount and extent of dust control will be determined by site -specific conditions at the time, as determined exclusively by County personnel. In order to accurately determine percentage of Property Owner haul truck traffic, the County reserves the right to install traffic counters on the driveway(s) of their facility. The percentage of haul truck traffic utilizing County roads in the vicinity of the site attributable to Property Owner (or their contractors, clients, tenants, or customers) activities will be determined by traffic counts conducted by the County on the primary and requested alternate or rdvised haul mutes. The County will have sole responsibility for determination of the percentage of truck traffic on all affected roads. 7.0 Future Improvements: Future improvements to the haul route(s) may be required by County for reasons related to: changes in site activity or truck circulation patterns and numbers, roadway classification changes, and newly permitted facilities affecting the haul route traffic usage. Property Owner shall address all County access issues associated with afore- mentioned haul route. Future County mandated measures may include improvements to any haul route intersections or roadways then utilized by Property Owner. Property Owner shall pay a proportionate cost share based on the number of Truck Trip ESAL Counts using then current data on the haul route in the implementation of the above -mentioned improvements. County personnel alone shall make all determinations regarding the gathering of and use of traffic data when making decisions regarding cost sharing. In order to accurately determine percentage of Property Owner haul truck traffic, the County reserves the right to install traffic counters on the driveway(s) of their facility 8.0 Timing of Improvements: Subject to the provisions of Weld County Code Sec. 23-2-290 and any conditions or considerations granted by the Board of County Commissioners, Property Owner shall not be required to complete the aforementioned offsite improvements as described in Section A 1.0 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). At that time, Property Owner agrees that the required collateral will be posted and all on -site and offsite improvements shall commence and shall be completed within the parameters established in Section E.-7.2 and Exhibit B, herein. 9.0 Acceptance of Off -Site Imorovements Upon completion of the off site improvements, Property Owner shall contact a representative of the Weld County Department of Public Works and request an inspection of the off -site improvements described in paragraph A.1.0-2.0 above. The County's representatives may then initiate the acceptance process set forth 3 M:\PIANNING — DEVELOPMENT REVIEW\USR-Usc by Special Review\USR-1792, DCP-Doultet\Improvements Agreement\DCP Midsneani-Boulter (USE -1792) IA Final (3.23.12) docx 3843137 Pans: S of 25 06/04/2012 11:32 AR R Fn:30.00 SS�t.,. $.rote.gCllearkk and Recorder. �lMollddaConty.. tCOO�a�,` tilUtll'i R10/irrytIT'ibiY1rhA t1'1`Rr0tYt71tyMrrda'1IEII in Paragraphs E.6.0, sections 6.1-6.3. 9.1 All references in this Agreement to "Acceptance of Improvements" shall refer to the County confirming completion of said improvement(s) according to the accepted construction plans. By accepting any improvement, the County does not thereby accept said improvement for purposes of future maintenance, nor does the County accept any present or future responsibilities or obligations relative to these improvements. B. Haul Routes: 1.0 Established Haul Routes: 1.1 Exiting or entering the site: Haul trucks shall enter or exit the site at the approved access onto WCR 51. Haul trucks will travel south on WCR 51 to WCR 50, then west on WCR 50 to WCR 49, for further dispersal. 1.2 No haul truck 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 for a limited period of time (which is defined in this Agreement as a period of not more than thirty days), which shall be established by County at the time that the deviation is allowed. If County approves such deviation, trucks 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 Paragraph 4.0 of this Section B. In the event that haul truck traffic, in excess of 15% of the daily facility truck trips, utilizes alternate haul routes, the provisions of Paragraph 4.0 of this Section B shall be triggered. 2.0 Haul Route Sianaae; Property Owner shall install haul route signs 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. 3.0 No Deviation from Permitted Haul Routes: 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. 4.0 $tfect of Future Changes to Haul Routes: In the event that County is requested by Property Owner or site operator to approve the use of an additional access, new haul route, or an alternative haul route as a result of a change in Property Owner's site activities and/or truck circulation patterns, and if the alternative or additional access or haul route utilizes any unpaved portion of County roads, and if County determines that dust control or paving is required on the unpaved portion of said haul route roads, Property Owner agrees that dust control or paving measures to protect the public health, safety, and welfare shall be instituted. County will 4 MAPLANNING— DEVELOPMENT REVR:WIUSR-Ilse by Special Review111SR•1792, DCP-BaulterUmpturements AgreemenllDCP Midstream -Bonita (USR• 1197) IA Final (3-23-12).dacx 3843237 Pages: 6 of 25 otsiooint2 11:32 MI R :aa.ea St.vr. Naruq. Clark end Recorder, Meld County, CO y�.` VIII iF�I Ni%I4't191�1IIhiNILNOLS11h II III determine the proportionate share of dust control and/or paving costs to be paid by Property Owner based upon then current truck trip counts that identify traffic loading due to Property Owner -sourced traffic. 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. C. Rod Maintenance Requirements: 1.0 Obligation to Maintain Current and Future Haul Routes; Property Owner will be financially responsible for the excavation, repair, and patching of any damage on current or future haul route roads, which the County determines based upon reasonable inquiry has been created by truck hauling to and from the Property. Should Property Owner's site activities and/or should Property Owner's truck circulation patterns change in the future so that County approves an alternate haul route, and all or a significant portion of Property Owner's sourced traffic no longer utilizes the above -described haul route and instead utilizes other portions of County roads, Property Owner 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. All repairs shall commence within thirty (30) days of receipt of Weld County's written notice. 2.0 Annual Road impaction: County will 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 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 improvement/maintenance work is to be performed during that construction season. 3.0 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, Property Owner shall pay a proportionate cost of a complete restoration based on the number of Truck Trip ESAL Counts using then current data of truck trips entering or exiting Property Owners' site onto the haul route in the implementation of the above - mentioned improvements. 4.0 Sharing of Road Maintenance Responsibilities with Other Property Ownersz It is anticipated that Property Owner and other Property Owners and/or Lessees subject to agreements similar to this Agreement will perform the required road maintenance work and will share in the equipment, labor, and materials required. Any such sharing arrangement between Property Owner, and other Property Owners and/or Lessees shall be conducted pursuant to separate agreements between the Property Owner and other Property Owners and/or Lessees. County alone shall determine the sufficiency of all road improvement/maintenance projects when completed. 5.0 Violation of Terms of Ageeementt if Property Owner does not perform as outlined in this Agreement and Exhibits A and B such non-performance will constitute a violation of Property Owner's land use permits granted by County, and County will take whatever remedial measures it deems necessary, against Property Owner. In addition to any 5 MIPLANNING — DEVELOPMENT REVIEW \ USR-Use by Special Review \lISR-1792, DCP-BoulteAlmprovements AgreementWCP Midstream -Booker (USR-1792) IA Final (3-23-I2) docx 3543137 Patin: 7 of 25 05/04/2012 11:32 AM R Foo:$I.a0 Steve Moreno, Clark and Recorder, Weld County. Co �{II I "IIIMIl rMNIPLI,fNOINNtiWr �"� "Ill other remedy available to the County in law or equity, a failure to comply with this Agreement shall be considered grounds for setting a probable cause hearing according to the procedures described in Section 2-4-40 of Weld County Code. Revocation of USR-1792 as it now exists or may, from time to time, be amended is a remedy which County may impose. D. On -Site Improvements: 1.0 Landscaping and Fencing Requirements: Property Owner shall landscape and/or maintain the landscaping and re -seeding of the property where applicable as shown on the accepted Construction Plans and USR-1792 plat map. Specifically, Property Owner 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 USR-1792 plat map. Additionally, the Property Owner shall install and/or maintain fencing to screen the property where applicable as indicated on the accepted construction plans and USR-1792 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 oOn-Site Grading. Drainage Facilities and Paving: Property Owner 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 USR-1792 Plat Map. The main entrance improvements will include; construction of adequate turning radii at the main site entrance onto WCR 51, an appropriately sized drainage culvert, and a double cattle guard set (one right after the other) across the entire width of the roadway, to ensure a complete revolution of the truck tires to minimize the tracking of mud and debris onto WCR 51. Any other on -site improvements shall be completed as indicated on the accepted Construction Plans for this facility. Property Owner shall be responsible for all maintenance of the onsite improvements. Refer to Section A., paragraph 1.0 of this agreement for any specific paving requirements extending into the facility site from WCR 51. 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 Sec. 23-2-290 and any conditions or considerations granted by the Board of County Commissioners, Property Owner shall not be required to initiate the 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. No grading permit will be released until collateral is posted for all on -site and 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. My 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, Property Owner agrees that all landscaping and other on -site improvements, as indicated in Section D. 2.0 above shall be completed within the parameters established in Section E. 7.2 and Exhibit B. 6 M1PLANNING- DEVELOPMENT REVIEW\USR-Uae by Special ReviexMlSR-1792, DCP-Bowl Mlmprovnmmn Ag eemmoDCP Midstream -Miller (USR- 1792) IA Final (3-23-12).docx 3843137 Pages: 8 of 25 05/04/2012 11:32 Rn R Fee:$0.00 Steve Moreno, Clerk end Recorder, Weld County, CO ItnlMhIsiffriftVf,titlintlIN III 4.0 Acceptance of On -Site Improvements: Upon completion of the on -site improvements, Property Owner shall contact the Weld County Department of Planning Services and the Weld County Department of Public Works and request an inspection of the on -site improvements described in Paragraph 1).1.0 and D.2.0 above. The County's representatives may then initiate the process for "Acceptance of Improvements" set forth in Paragraphs E.6.0, sections 6.1-6.3. E. General Requirements: 1.0 Engines na Se : Property Owner 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 Property Owner 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. 2.0 Rights -of -way and Easements: Before commencing the construction of any improvements herein agreed upon for public rights -of -way or easements, Property Owner shall acquire, at the sole expense of Property Owner, good and sufficient rights -of -way and easements on all lands and facilities traversed by the proposed improvements. All such rights -of -way and easements used for the construction of roads to be accepted by the County shall be conveyed to the County and the documents of conveyance shall be furnished to the County for recording. 3.0 Construction: Property Owner shall furnish and install, at its own expense, the improvements identified on the accepted Construction Plans and USR-1742 Plat Map, be solely responsible for the costs listed on Exhibit "A", and described in parts A and D of this agreement, which are attached hereto and/or incorporated herein by reference, with the improvements interior to the Property being completed by the dates set forth on Exhibit "B" (On -site), and improvements to public rights -of -way or easements being completed also in accordance with the schedule set forth in Exhibit "B" (Off -site). The Board of County Commissioners, at its option, may grant an extension of the time of completion set forth in Exhibit B stated herein upon application by the Property Owner. 7 MIPLANNING - DEVELOPMENT REVIENAUSR-Use by Special RevlevAUSR-1792, DCP-BoulterUmpmvements AgreemenPIXP Midstream -Mutter (USR-1792)IA Final(3-23.12).doex 3843137 Paages: 9 of 25 Steve Mo eno,2 t Cle k and AM eoorder, Weld County, CO VIII Will tM NYf PkWOl t11M MANN II III 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 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 Property Owner'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 Property Owner. 4.0 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 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 applicable laws and regulations of the State of Colorado governing occupational safety and health. 5.0 Warranty of On -Site and Off -Site Improvements: Property Owner shall warranty all improvements to public rights -of -way, (if any), and all privately created and maintained roads or rights -of -way, or easements, and all on -site improvements for a period of two (2) years. The warranty period shall begin only after the County's execution of a written acceptance of the improvement(s). 6.0 Acceptance of On -Site and/or Off -Site Improvements by the County: Upon compliance with the following procedures by the Property Owner, the improvements shall be deemed accepted by the County. 6.1 If requested by the Property Owner and approved by the County, portions of the improvements may be placed in service when completed according to the schedule shown on Exhibit "B," but such use and operation shall not, alone, constitute an acceptance of said portions of the improvements. 6.2 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 Applicant. MAPLANNING — DEVELOPMENT REVIEW IUSR-Use by Special ReviewlUSR-1792, DCP-BoultenImprovcmcnts Agrccmcnt\DCP Midstream -DeWitt. OlSR-1792) IA Final (7-2712) dacx 3043137 Pages: 10 of 25 05/04/2612 11:32 RR R Fee:$0•!a Stew Moreno, Clerk and Reoorder, Weld Canty CO �1I i1�41Y1tt11�6 W4t41M VA tilt 1 MIS MaiIIIIll 6.3a Upon completion of the construction of the required off -site improvements, and the filing of a Statement of Substantial Compliance by Property Owner's engineer, the Property Owner may, as set forth in Paragraph A.9.0, request in writing that the County inspect the improvements and recommend to the Board of County Commissioners that the improvements be accepted and further that the two-year warranty period begin. Upon completion of the two-year warranty period, the County Engineer shall, upon request by the applicant, inspect the subject improvements, and notify the Property Owner of any warranty claims. If any warranty claims are discovered, the Property Owner shall correct the deficiencies. The County Engineer shall reinspect the improvements after notification from the Property Owner that said deficiencies have been corrected. If the County Engineer finds that the improvements are constructed according to County standards, he or she shall recommend full acceptance. Upon a receipt of a positive unqualified written recommendation from the County Engineer for acceptance of improvements within the USR, the Board of County Commissioners shall fully accept said improvements. 6.3b Upon completion of the construction of the required on -site improvements, and the filing of a Statement of Substantial Compliance, when necessary, by Property Owner's engineer, the Property Owner may, as set forth in Paragraph O.4.0, request in writing that the County inspect the improvements and recommend to the Board of County Commissioners that the improvements be accepted and further that the two-year warranty period begin. Upon completion of the two-year warranty period, the County Engineer and/or the Weld County Department of Planning Services shall, upon request of the Property Owner, inspect the subject improvements, and notify the Property Owner of any warranty claims. If any warranty claims are discovered, the Property Owner shall correct the deficiencies. The County Engineer and /or the Department of Planning Services shall reinspect the improvements after notification from the Property Owner that said deficiencies have been corrected. If the County Engineer and/or Department of Planning Services find that the improvements are constructed according to County standards, he or she shall recommend full acceptance. Upon a receipt of a positive unqualified written recommendation from the County Engineer and/or the Department of Planning Services for acceptance of improvements within the USR, the Board of County Commissioners shall fully accept said improvements. 7.0 General Requirements for Collateral: 7.1 County requires Property Owner to provide collateral to guaranty all of Property Owner's obligations under this Agreement: (1) PrQiect Collateral for completion of all improvements described in this Agreement shall be provided separately for on -site improvements and off -site improvements; (2) Warranty Collateral required for all improvements during the warranty 9 M:WIANNING - DEVELOPMENT REVIEWUISR-Use by Special Reviev1l1SR-1792, DCP-Boulta\Improvemaaa Agreement\IJCP Midstream-Boulter(USA-1792) IA Final (3-23-12).docx 3843137 Pages: 11 of 25 05/04/2012 11:32 101 R FN:00.00 Stays Morpn,�,Clark and ,OtIo�o,rdlerr,�, Wald County. WI �yyL.,`` ■' 01R FiTI►Yra:LtrtlisL USU1.■, WIRI'7liii phase; and (3) Road Maintenance Collateral (If Applicablel to be kept in place for the life of the permit. 7.2 Project Collateral submitted to Weld County to guarantee completion of the improvements identified on the accepted Construction Plans and USR- 1792 Plat Map and further enumerated in the costs listed in Exhibit "A," must be equivalent to One -Hundred Percent (100%) of the value of the improvements as shown in this Agreement. Collateral for Off- site improvements that extend partially off -site as mentioned in Section A., 1.0 (if any) or 112.0 of this Agreement that include only improvements involving turning radii and approaches can be included as part of the On - site collateral amount, if clearly delineated on accepted Construction Plans and differentiated as "Entrance Improvements" on Exhibit "A" On -Site Improvements of this Agreement. This collateral must be submitted to County upon the submission of the Property Owner's application of a grading, building, and/or right -of way permit, or at a time determined acceptable by the Board of County Commissioners, and shall be held in total by County as provided in Paragraph E. 7.3 below until all improvements have been completed. 7.3 Warranty Collateral for all on -site and 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). 7.4 In the event Property Owner fails to adequately complete and/or repair improvements associated with this Improvements Agreement, County will access, in its sole discretion, Project or Warranty Collateral to the extent necessary to complete said improvements or repairs in order to preserve public interest. 7.5 Road Maintenance Collateral shall be submitted to County upon the release of the warranty collateral by the Board of County Commissioners or at the time of approval of this Agreement, if no Project Collateral was initially submitted. Road Maintenance Collateral is held for use on roads associated with the designated haul route. The amount of the collateral required for road maintenance shall be one percent (%) of the initial Project Collateral listed on Exhibit "A" — Cost Sheet (OFF -SITE) of this agreement. If no Off -Site Collateral is submitted, the amount of Road Maintenance Collateral shall be one percent (%) of the initial Project Collateral listed on Exhibit "A" -Cost Sheet (ON -SITE), If no Project Collateral was initially submitted, the amount of Road Maintenance Collateral to be submitted at the time of approval for this Agreement 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, and the amounts shall be listed on Exhibit "A"- Cost Sheet (OFF-SITE).Road Maintenance Collateral shall be held by County as long as this Agreement is in effect and returned to the Property Owner upon vacation of associated land use 10 M:IPLANNING— DEVELOPMENT REVIEVAUSR-Usc by Special ReviewlUSR-1792, OCP-Bnulterllmpmvemena AgreementlnCP Midstream -Bather (USR-1792) IA Final (3-23-12).docx 3843137 Pogo: 12 of 25 90 46/04/2912Aerial.t C1irk and RAM ecorder. mia County. CO um I +rehl it 4itilfibile 4t W(I41191 II II agreement or permit. The Road Maintenance Collateral will only be accessed by the County, if upon notification to Property Owner of required roadway safety related repairs; Property Owner fails to perform said repairs. If any of this collateral shall be collected by County, Property Owner shall replace the amount, plus interest, within six (6) months. 7.5.1 Road Maintenance Collateral Option (For Materials Haulers): In lieu of cash collateral, Property Owner may submit funds quarterly to Weld County, at a rate of ten (10) cents per ton, based on the amount of processed material leaving the site. These funds will be escrowed by the County and utilized for roadway repairs specific to the USR's designated haul route. The first payment of funds will be due three months after the initial sale of materials from the USR site. Subsequent quarterly payments will be deposited in the associated escrow account until the USR permit is terminated. Utilization of this collateral option will negate any further obligations of the Property Owner and/or Applicant to participate in any future maintenance and/or improvements projects for the associated Haul Route. Upon vacation of the USR for this facility and following determination by Public Works staff that no immediate repairs are required for the Haul Route, any remaining funds in the escrow account will be returned to the USR Permittee. 7.5.2 Road Maintenance Collateral (For Off -Site Dust Control) If Applicable: The total costs for materials and application, will be listed on Exhibit "A" (OFF -SITE) — Dust Control, of this agreement. These funds will be utilized by the County for roadway applications specific to the USR's designated haul route, only if the applicant does not adhere to the requirements for dust suppression as specified in Section A.6.0 of this agreement. Following completion of all construction phases, and/or upon vacation of this USR, and following determination by Public Works staff that no immediate repairs are required for the Haul Route, any remaining Dust Control collateral will be returned to the USR Permittee. 7.6 Acceptable Project Collateral shall be submitted when the Property Owner submits an application for the Grading Permit, Building Permit, or Right - of -Way Access Permit prior to commencement of Site Preparation, as herein defined. 7.6.1 No grading or building permits shall be issued for any site related activities, on the property and no Site Preparation shall commence until cost estimates for all improvements are updated and collateral is provided in the amount of One -Hundred percent (100%) of the 11 M:U'LANNING - DEVELOPMENT RE VIEW 1USR-Use by Special Review \USR-1792, DCP•Doufer\Imptovemrna Aercement\DCP Midstream-Booker(IISR-1192) IA Final (3-23-12).docx 3943137 Palos: 13 of 25 10/04/2012 13:32 AM It Fee:30. M Stove Sarno, Clerk and Recorder, Weld County, CO �NIWillidkt1114tORINMtlid MiIQY itNt+t11111 then current value of the improvements to be completed, and the development plans are revised to comply with all current County standards, policies and regulations, except with prior County consent. The improvements shall be completed within the time schedule set forth in Exhibit "B", which is attached hereto and made a part of this Agreement. "Site Preparation" shall mean earthwork grading or performance of work, or construction or installation of improvements related to Applicant's operations pursuant to USR-1792 that require a grading or building permit from the County pursuant to the Weld County Code. In the event that the Improvements outlined in this Agreement and Exhibit A are not completed within one year of the execution of this Agreement Weld County may require Property Owner to obtain current cost figures for one or more of the Improvements. 7.7 Collateral may be in the form of an irrevocable letter of credit (LOC) in an amount equivalent to one -hundred percent (100%) of the total value of the improvements set forth in the Improvements Agreement and the Plat; the LOC shall be subject to the requirements of Weld County Code Section 2-3-30 B. The Property Owner shall utilize only a County approved form when obtaining an LOC: (IRRVEVOCABLE STANDBY LETTER OF CREDIT FOR BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO). A copy of said form shall be provided to Applicant upon request. 7.8 Collateral may be in the form of a surety bond given by a corporate surety authorized to do business in the State of Colorado in an amount equivalent to one hundred percent (100%) of the value of the improvements set forth in the Improvements Agreement and the Plat. The surety bond shall conform to and be subject to the requirements of Weld County Code Section 2-3-30 B.4. The Property Owner shall utilize only a County approved form when obtaining a surety bond: (PERFORMANCE BOND FOR BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO). A copy of said form shall be provided to Applicant upon request. 7.9 Collateral may be in the form of a cash deposit made with the Board in an amount equivalent to One Hundred Percent (100%) of the value of the improvements set forth in the Improvements Agreement. In the event the applicant is required to warranty the improvements, the applicant shall replace the original deposit with a deposit in the amount of fifteen percent (15%) of the original amount and those funds shall remain available to the County until released by the County at the end of the warranty period. 7.10 The Board of County Commissioners reserves the right to reject collateral which is deemed inappropriate or insufficient, which may be either as collateral in the form of a letter of credit offered by a banking institution 12 M:IPLANNING— DEVELOPMENT REVIEW U)SR-Useb Sp ecial pcciel Rnnrw 11SR-1792, DCP-Roultriilmproyements Agreement DCP Midstream-Boultcr (USR-1792) IA Final (3-23-12).dacx 3843137 Papa: 14 of 25 fa/$4/212 11:32 API R Fen:$e.eo Stave Morn Clerk and Recorder, Bold County, CO urn PIIII IINh'Ptd MILIOISLI INtS III III which does not have at least a "three star" rating given by Bauer Financial, or as collateral in the form of a performance bond offered by an insurance company which does not have at least a B+ rating given by A.M. Best. The Board further reserves the right to require Property Owner to obtain replacement collateral if the rating of the financial institution providing said collateral drops below the levels stated above. Replacement collateral shall be submitted by Property Owner within sixty (60) days of the Board's notice to Property Owner that the rating has fallen and that the collateral must be replaced. Property Owner may not terminate existing collateral until replacement collateral has been secured. 8.0 Request for Release of Collateral: Collateral shall be released in accordance with the provisions of Weld County Code Section 2-3-30.C. Prior to release of collateral for the entire project or for a portion of the project by Weld County, 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: 8.1 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. 8.2 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. 8.3 "As -built" plans shall be submitted at the time the letter requesting release of collateral is submitted. 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. 8.4 The Statements of Substantial Compliance must be accompanied, if appropriate, by a letter of acceptance of maintenance and responsibility by the appropriate utility company, special district or town for any utilities. 8.5 A letter must be submitted from the appropriate Fire Authority, if applicable, indicating the fire hydrants are in place in accordance with the approved plans. The letter shall indicate if the fire hydrants are operational and, if required by the County, state the results of fire flow tests. 8.6 The requirements in the paragraphs 8.0 through 8.5 shall be noted in the final Construction Plans. 13 M:IPLANNING — DEVELOPMENT REVIEW UJSR-Use by Special Review\USR-1 792, DCP•Boulterumprovemans AgreementlDCP Midstream-Boulter(USR-1792) IA Final (3-23-12)Aoce 3843137 Pasta: 15 of 25 Slave Morn tClark send �rdrdl ��ItI�N,tto County, Co IN WePRIV1I �Mh WWlll �tIIfJLNi Wit 11111 8.7 Following the submittal of the Statement of Substantial Compliance and written recommendation of acceptance of the improvements by the Weld County Department of Planning Services and the Weld County Department of Public Works, the Property Owner (if Property Owner has supplied any or all of the collateral) may request release of the collateral for the project or portion of the project by the Board. This action will be taken at a regularly scheduled public meeting of the Board. 8.8 Following the written request for partial release of the "Project Collateral", the Weld County Department of Planning Services and the Weld County Department of Public Works County shall inspect the on -site and/or off -site improvements. If the improvements require mitigation or further repairs are required, said work must be completed prior to the partial release of "Project Collateral". For all off -site and on -site improvements (including improvements to public rights -of -way or easements), the written request for release of "Project Collateral" shall be accompanied by "Warranty Collateral" in the amount of fifteen percent (15%) of the value of the improvements as shown in this Agreement. However, collateral for improvements fully accepted for maintenance by a responsible governmental entity, special district or utility company will be fully refunded to Property Owner. 8.9 Following the written request for release of the "Warranty Collateral", the Weld County Department of Planning Services and the Weld County Department of Public Works County shall inspect the on -site and/or off - site improvements. If the improvements require mitigation or further repairs are required, said work must be completed prior to the conclusion of the Warranty period. The "Warranty Collateral" shall be released to the Property Owner following the expiration of the warranty period upon final written acceptance by the Board of County Commissioners. 8.10 For all off -site and on -site improvements (including improvements to public rights -of -way or easements), the written request for release of "Warranty Collateral" shall be accompanied by "Road Maintenance Collateral" (If Applicable) as specified in Section E.7.5 of this Agreement. "Road Maintenance Collateral" for roads associated with the designated haul route shall be maintained as long as the USR is active. 9.0 Successors and Assigns: This Agreement may not be delegated, transferred or assigned in whole or in part by 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. Consent to a delegation or an assignment will not be unreasonably withheld by County. In the event of sale of the Property, County may agree to release Property Owner in whole or in part from obligations under this Agreement. 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 M:PLANNING - DEVELOPMENT REVIEW\USR-Usc by Special R14 eviewlUSR-1792, DCP-Bouller\Improvcmcnts Agrcanan1DCP Midstream-Boulter (USR-1792) IA Final (3-23-I 2).docx 3843137 Pages: 16 of 25 05/04/2112 11:32 AM R FN:$O.ee Steve Moreno, Clerk and Recorder, Weld eeuC��.oun,tYy, CO VIII r+P�41P�J1iin.'iJ,IMl� II�i1Wl W,MI IfO Ai III III Agreement shall be binding upon the heirs, executors, personal representatives, successors and assigns of Property Owner, and upon recording by the County, shall be deemed a covenant running with the land herein described. 10.0 County Engineer. All references in this Agreement to "County Engineer" shall refer to the any qualified individual or individuals appointed by the County Engineer to act on his/her behalf. 11.0 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 thirty (30) days within which to either cure the violation or demonstrate compliance. If, after thirty (30) days have elapsed, County believes in good faith that there has been a violation of the terms of this Agreement, County shall initiate proceedings to revoke the permit which is the subject matter of this Agreement. Violations of the terms of this Agreement include violations of the agreements contemplated by Paragraphs C. 4.0 & C. 5.0 of this Agreement, and a failure to enter into such Agreements in a timely manner. F. Termination of Agreement: 1.0 Termination Event: This Agreement shall terminate upon the earliest of the following events: 1.1 Cessation of all Permit Related Activities. Termination of this Agreement shall occur upon Operator's complete cessation of all activities permitted under USR- 1792 or any amendments thereto. 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. Operator shall provide written notice to Property Owner and County of said cessation of activity, which County shall then verify. If written notice is not provided to County, Termination of this Agreement shall not occur until County has determined that the Use by Special Review is inactive, which shall be three (3) years following County's observance of the cessation of activities, as provided in Sec. 23-2-200.E of the Weld County Code. 1.2 Execution of Replacement "Improvements Agreement According to Policy Reaardina Collateral for Improvements — USR-1792 by New Property Owner: This Agreement shall terminate following County's execution of a new Improvements Agreement According to Policy Regarding Collateral for Improvements — USR-1792 with a new Property Owner who has purchased the Property, and intends to make use of the rights and privileges available to it through the then existing USR. 1.3 Execution of Replacement "Improvements Agreement According to Policy Regarding Collateral for Improvements — USR-1792 by New Operator: This Agreement shall terminate following County's execution of a new Improvements Agreement According to Policy Regarding Collateral for Improvements — USR-1792 with a new operator who has assumed the operation of the business on the Property 15 M:\PIANNINO— DEVELOPMENT REVIEW\USR-Use by Special Review\USR-1792, DCP-noulttlmprovemrnis AgrccmenAUCP Midstream-aouller (USR-1792) IA Final (3-23-12)docx 3843137 Peyss: 17 of 25 05/64/2012 1t:32 All R Fee :9a.0a Steve Moreno Clerk and Recorder, Weld County. CO ��IK+'iM IPIl111ih9w6I ML Mt HI NUN I' * 111111 which business activities are permitted by the then existing USR. 2.0 Termination Procedures. 2. I Termination Procedures Following Cessation of Permit Related Activities: Following the events outlined in paragraph 1.1 above, County shall conduct its annual road inspection. Said road inspection shall be conducted on or before May 31 following the announcement or determination of the cessation of permit related activities on the Property. The results of the inspection shall be delivered in writing to the Property Owner and Operator. If the County determines that pursuant to the terms of this Agreement, the Operator must complete any of the improvements and/or road maintenance obligations outlined herein, said obligations must be completed within a reasonable period of time thereafter, but in no event later than six (6) months following the determination that permit related activities have ceased. Collateral shall not be released by County until such time as county determines that all of the improvements have been completed. 2.2 Termination Procedures Pursuant to Transfer of Ownership of the Property or Transfer of Operations: If the Property Owner or Operator desires to assign its rights and obligations under this Agreement to a successor Property Owner or Operator, the Property Owner or Operator shall, prior to the transfer, provide County with a written Notice to Transfer, stating the date of transfer, and identifying the party to whom the transfer shall be made. Following receipt of the Notice to Transfer, County shall inspect the improvements required under the terms of this Agreement to determine whether the improvements have been completed. If the improvements have not been completed, the Property Owner and/or Operator shall either complete the improvements or post collateral equal to the cost of the completion of the improvements, if such collateral is not in place. If collateral is available at the time, County shall hold a hearing to determine whether the collateral should be called upon to pay County or a contractor of the County to complete the improvements. County shall also inspect the road(s) which are covered by this Agreement to assess the current condition of the road(s) and determine whether Operator and/or Property Owner would be required to perform road maintenance within the following twelve months had the Agreement not been assigned. If road maintenance is, in the opinion of County, required, Property Owner and/or Operator shall be required to either perform the road maintenance or to post collateral equal to the cost of said maintenance. County shall not execute a new Improvements Agreement According to Policy Regarding Collateral for Improvements — USR-1792 with a successor Property Owner and/or Operator prior to the performance of the road maintenance or the posting of collateral for said maintenance, unless the new Property Owner and/or Operator posts collateral for the required maintenance. 3.0 Conseauencc of Termination by Cessation of Permit Related Activities: Following County's confirmation that Property Owner and/or Operator has/have ceased all permit related activities and has/have completed previously uncompleted Improvements and or completed any required road maintenance, County shall release Property Owner and/or Operator from all further obligations under this Agreement. No Further permit related activities shall be permitted unless and until approved by County following execution of a new Improvements Agreement According to Policy Regarding Collateral for Improvements — USR-1792 with a M:\PLANNING -. DEVELOPMENT REVIEW\USR-Use by Special R 16 yiiew1USR-1792, DCP-BoWteAlmprovemenls Agreement\DCP Midrlrcmo-Boulter (USR-1792) IA Final (3-23-12).dacx 3843137 Peps: 18 of 25 11/04/2112 11:32 M R Fon:11.0R Steve Moreno. Clerk and � �Repo�o,r�der, Meld County. CO �N reillI rllrrl 044404 @�4 1041rrrl1141 H Ii iii Property Owner and Operator. 4.0 Consequence of Termination by Execution of Replacement Improvements Ameanent: Following County's execution of an Improvements Agreement According to Policy Regarding Collateral for Improvements — USR-1792 with a successor Property Owner and/or Operator, the predecessor Property Owner and/or Operator shall have no further rights and/or obligations under this Agreement or in USR-1792. 5.0 Consequence of Termination Pursuant to Paragraph E.11.0: In the event that activities related to USR-1792 cease as a result of the revocation of the permit as described in Paragraph E.I 1.0 of this Agreement, neither Property Owner nor Operator will be released from any of the obligations imposed by the terms of this Agreement until after Property Owner's successful completion of all improvements required under this Agreement or after County accesses the collateral to the extent necessary to complete improvements County, in its sole discretion, deems necessary to preserve public interests. G. 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. H. Enforcement: If, in the 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 the County believes constitute violation. Property Owner shall have thirty (30) days within which to either cure the violation or demonstrate compliance. If, after thirty (30) days have elapsed, County believes in good faith that a violation of the terms and conditions of this Agreement still exists (despite cure), County may enforce by any legal means, including, but not limited to, legal action for equitable or monetary relief filed in the Weld District Court, execution upon submitted collateral (if applicable), and/or administrative action of the County to suspend or revoke the underlying land use permit or approval pursuant to the procedural provisions of Section 2-4-40 of the Weld County Code. Violations of the terms and conditions of this Agreement include, but are not limited to, violations of the agreements Property Owner must enter into as required by this Agreement, and/or failure to enter into such agreements in a timely manner. I. 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. J. Authority to Sigg: 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 17 MIPLANNING — DEVELOPMENT REVIEW\USR-Use by Special Review\USR-1791, MP -Booker\ Improvements AgnxmtcnllDCP Midstream-Baulter(USR-1792) IA Final (3-23-12Ldoca 3843137 Pages: 18 of 25 05/0412812 tt:32 An R Pee:3a.N Steve Noreno, Clerk end Recorder. Meld County, CO l '<y ii poi paha eraN411hi a.ma II! PH Dili Mill 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 fourteen (14) days of receiving such request. 3843137 Page*:20 of 25 0 t Sw�/brM a, II :32 R AM Fee :fi.la Meld County, S We 11 erk And Recorder.N 044L %lel IN NI III 1R MWPIANNING- DEVELOPMENT REVIEW4USR-Useb by Special RevieyAUSR-1791, DCP-Boulterllmprovcmrnu AgrccmcntlDCP Midstmam-9ouker(USR-1792) IA Final (3-23-12).docx IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written. PROPERTY OWNER: SIGNATURE PRINTED NAME A. id PO J(, e l„r,�k: TITLE (If Other Than Property Owner) V P STATE OF COLORADO County of Weld The foregoing instrument was acknowled 201 I r byXbse(k Y uf,C\p1/4c5Y ; Zoo 2. jt My commission Expires: ai t LLQM'5 ATTEST: Weld County Clerk to the Board APPROVED AS TO FOR this Qtilay of II‘Af , BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO J 7 EXR Sean P. Conway, Chair APR 0 9 County Attorney 19 M:\PIANNING — DEVELOPMENT REVIEW\USR-Use by Special Rcview\USR• 1792, DCP-BoulmiiImprovemenu AgreemeM\DCP Midstream -Bonner (U$R-1792) IA Final (3-23-12).docx 3843137 Pages: 21 of 25 06/!4/2812 11:32 AM R Faa:f0.00 Stave Roma. Clerk and Recorder, Weld County. Co ■III IN PRIMA' IR III III c7047 -09c6 EXHIBIT A - Cost Sheet (ON -SITE) Name of3.bddalan,PUD, USR, RE, SfR: USR 1792 fgyyeasst - Lecetlen: SE4 S31 T5N R64 Permed custom stacm Jeffrey R. Bricco Thy Sr. Proj. Man. Mae 303-605-1976 wk improvements (Lean space Idea when thee newt apply) _•, —. ...—w,,..--...,:.....,....... (ON -SITE) . SEC WWI Dal Gem m Idles roil an Site Grading 57,000 CY 2.00 114,000.00 Street Grading Street Base 14,400 SY 3.00 43,200.00 Street Paving Entrance Impraremeab (Pa Sea 1£-7.2) Curbs, Cutters, and Culverts Sidewalk Stermwaeer/Dnloage Facilities Retention /Detention Pads Read Culvert 25 LP 100.00 2,500.00 Grass Lined Swale Ditch Improvements Subsurface Drainage Sanitary Sewers/Sewage Facilities Saaliary Sewer Forced Mail Erasion ControlMeasuresllMP's 1 LS 150,000 150,000.00 Laterals (bone or building eonaected) Water Supply ad Storage Water Main (Includes bore) Fire Hydrants Survey, Street Maameab/Boxes Parking Area Street LighWg 24 eame 1.250 0 000 00 Street N Siguage & Pavement Marking Fencing Requirements 5.000 LP 16 80.000.00 Landscaping Park Improvements Telephone Gas Electric Water Transfer t18•TOTmg ' .. !, + `'•' I, 419,700.00 Eaglneering sod Seperybeaa Cora 3 Those costs are incorporated in the line item amounts. (Testy isapectlsa, arbeUt plans and work S Mildas to prdsdsary and toed pyf; sapenlatee of actual conenvedoa by contractors) TOTAL ESTIMATED COST Of IMPROVEMENTS AND SUPERVISION $ 419,700.00 3643137 Pages: 22 of 25 SS/M/2012 11:32 FM R Foa:St.OS Stew Moreno: Clerk and Recorder, Weld County, CO ■II IM&NWWMtl,Ui %Milks d III •The above improvements shall be coeatnwted 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 Applicant VP Title By: Applicant Title Date MaKctt ,?G 20/,. Date , 20 _ 5 f 25 5 x%2012 11 3l an _Asst 23 e: e 0 twir��lNir♦i 't�trdsm1r t Is tin EXHIBIT B - Time Schedule (ON-..VITE) & (OFF -SITE) Neweafarminso PUW, 1, RIk SPA: USR 1792 rtl isicsa a tare SE4 S31 T5N R64W hawks s if kir.Mn4e.asiinb.amorman&srae.w erne* •Sona••e'WMpike Mini eea.....na Np4w_neL WS be aweawdtram —yews free M M at____ on us pa _--•__- '_---.-..�......o. wwaewalm en amen I4VYrq� ge Man Time Schedule 1@Y31131 Willi: l Rita Crabs 4/1/12 - 9/1/13 Streit Grading Street Neer - 9/1/13 Street4/1/12 Pats Carle, Gear., sad C..Iv SMast SNrewahNDreleg, nails, Raman / Deaden Panda Road Calvert 4/1/12 - 4/1113 Gran Lined Swab Alkk Iwpnnntectr Mamba Drdaage Dicers SeweeVSewep Pull** Sanitary Sewer Forced Mein Enelea Canna MrrareaHMpe 4/1/12 - 9/1/13 Laths pew or building eenerbd) Pieter Supplynd Storage Water Make (laeindee ken) Eire Nydrrtr Surrey, Sines Maasaenewuoeee Peskleg Area Shoot Ligkting Street 4/1/12 - 9/1/13 Nelms Slpage a Puniest Marking lends. Requirement 4/1/12 - 9/1/13 LWrfhMM Park Isprarwanee TJepMu Gee Electric Water Trader ZIMSseiclimishaulmtums 9/1/13 3843137 Page; 24 of 25 11:32 Steve Moreno, Clerk end Recorder, 1MW County, CO IIIN Itra IShatinii.1WtI#tMil Mittel, Si II III 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. -Sad' Applicant VP Title By: Applicant Title Date l" taRck 21, ,20/ 3843137 Pages: 25 of 25 85/04/2012 11:32 M R Fss:$0,00 Steve Mor.na.pC)lsrk and Rwurder. Usid Coo�un(tyy,, CO lIII Nl sP Pii1UNkKI44RhY11It�I,NLIYY�tI �14L II III >20 _ • Executed in quadru icat Bond No. 105739452 —iC loop rOR mum or COMM COMMISSION'S Or "NO CONN. CCOAMM 0O KNOW ALL PERSONS BY THESE PRESENTS, that DCP Midstream, LP, whose principal street address is 370 17th St., Ste. 2500, Denver, CO 80202, a Delaware limited partnership, hereinafter called "Principal", and Travelers Casualty and Surety Company of America, of One Tower Square, Hartford, CT 06183, 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 Four Hundred Nineteen Thousand Seven Hundred Dollars (8419,700.00), 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 USR 1792, and pursuant to the requirements of said permit, has entered into an Improvements Agreement, dated March 27, 2012, 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 Four Hundred Nineteen Thousand Seven Hundred Dollars & 00/100 ($419,700.00). 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, 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 reserved 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 30th day of March, 2012. DCP Midstream, LP Pr ncipal Sect- ary/Witness (SEAL) Poplarak Witness as to surety do Marsh USA, Inc. 1225 17th She% Suite 2100 Address Denver, CO 80202 Address Principal By: Title V at Travelers Casualty and Surety Company of America By: Stacy KilYebre' w, Attorne -Fact do Marsh USA. Inc. 1225 17th Street Suite 2100 Address penver. CO 80202 Address IMPORTANT: Surety company executing bond rat 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 smat be accompanied with Attorney -in Fact's authority from the surety company certified to include the date of the bond. TRAVELERST WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER POWER OF ATTORNEY Farmington Casualty Company Fidelity and Guaranty Insurance Company Fidelity and Guaranty Insurance Underwriters, Inc St Paul Fire and Marine Insurance Company St. Paul Guardian Insurance Company Attorney -In Fact No. 223807 SL Paul Mercury Insurance Company Travelers Casualty and Surety Company Travelers Casualty and Scatty Company of America United States Fidelity and Guaranty Company Certificate No. 004717177 KNOW ALL MEN BY THESE PRESENTS: That St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company and St. Paul Mercury Insurance Company are corporations duly organized under die laws of the Slate of Minnesota. that Farmington Casualty Company, Travelers Casualty and Surety Company, and Travelers Casualty and Surety Company of America are corporations duly organized under the laws of the State of Connetticut. that United States Fidelity and Guaranty Company is a corporation duly organized under the laws of the State of Maryland, that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa, and that Fidelity and Guaranty Insurance Underwriters, Inc., is a corporation duly organized under the laws of the State of Wisconsin (herein collectively called the "Companies"). and that the Companies do hereby make. constitute and appoint Kathleen K. Freund, Margarita Holguin, Joseph R. Poplawski, and Stacy KBebrew of the City of Deliver , State of Colorado each in their se arate c . their true and lawful Anomer(a)ings and p epacitY if more than one is named above, to sign, execute, seal and acknowledge any and all bonds, recogtdzances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permiued in any actions or proceedings allowed by law. IN WITNESS WHEREOF, the Companies have caused this instrument to be signed and their corporate seals to be hereto affixed, this day of January 2012 Farmington Casualty Company Fidelity and Guaranty Insurance Company Fidelity and Guaranty Insurance Underwriters, Inc. St. Paul Fire and Marine Insurance Company SL Paul Guardian Insurance Company State of Connecticut City of Hartford ss. By: 30th SI. Paul Mercury Insurance Company 'Hayden Casualty and Surety Company Travelers Casualty and Surety Company of America United States Fidelity and Guaranty Company On this the 30th day of January 2012 before me personally appeared George W. Thompson. who acknowledged himself to be the Senior Vice President of Farmington Casualty Company. Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company. St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company. and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. In Witness Whereof, I hereunto set my hand and official seal. My Commission expires the 30th day of June, 2016. 58440-6-tl Printed in U.S.A. \!Ail C. 3.ratcp.tstn Marie C. Tereault. Notary Public WARNING:THIS POWER OF ATTORNEY IS IMMO WITHOUT THE RED BORDER WARNING: THIS POWER OF ATTORNEY IS INVAUD WITHOUT THE RED BORDER This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters. Inc.. St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, Si Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United Stales Plenty and Guaranty Company, which resolutions are now in full force and effect, reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Anorneys-in-Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds. recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or ha; and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company. provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary; and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall he valid and binding upon the Company when (a) signed by the President. any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and scaled with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attorneys -in -Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President. any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys -in -Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such £acaimik signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I, Kevin E. Hughes, the undersigned, Assistant Secretary, of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc.. St. Paul Fite and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company. Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which is in full force and effect and has not been revoked. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this L day of Ma(a—x:l-T , 20 L - Cster - Kevin E. Hughes, Assistant To verify the authenticity of this Power of Attorney, call 1-800-421-3880 or contact us at www.travelersbond.com. Please refer to the Attorney -In -Fact number. the above -named individuals end the details of the bond to which the power is attached. WARNING, THIS POWER OF ATTORNEY IS INVALID WITHOUT THE REP BORDER Hello