HomeMy WebLinkAbout20163450.tiffRESOLUTION
RE: APPROVE PARTIAL CANCELLATION AND RELEASE OF COLLATERAL AND
ACCEPTANCE OF ROAD MAINTENANCE WARRANTY COLLATERAL FOR USE BY
SPECIAL REVIEW PERMIT, USR-1787 - PAWNEE WATER MANAGEMENT/
HALLIBURTON ENERGY SERVICES, INC.
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 August 24, 2011, the Board approved the application of
Dietzler Water Resources Corporation, 4970 Varsity Drive, Lisle. Illinois 60532, for an Oil and
Gas Support and Service Facility (water supply and storage) on the following described real
estate. to -wit:
N1/2 NW1/4 of Section 13, Township 10 North,
Range 61 West of the 6th P.M., Weld County,
Colorado, and
WHEREAS, on April 23, 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 Pawnee Water Management / Halliburton Energy
Services. Inc.. with terms and conditions being as stated in said agreement, and accepted
Performance Bond #K08358989 from Westchester Fire Insurance Company, 436 Walnut Street.
Philadelphia. Pennsylvania 19106. in the amount of S270,283.00, and
WHEREAS, by Resolution dated April 21. 2014, the Board approved a partial release of
said collateral, in the amount of $229,740.55, and accepted replacement collateral in the form of
a Bond Rider to Performance Bond #K08358989, from Westchester Fire Insurance Company in
the amount of $40,542.45. to serve as warranty collateral for a period of two years.
WHEREAS, staff from the Weld County Departments of Public Works and Planning
Services have conducted a visual inspection and, based on staffs recommendation. the Board
deems it advisable to approve the cancellation and release of said collateral from the prior
property owner. Christopher P. Dietzler, and accept the road maintenance warranty collateral
being presented in the form of a Company Check, #4251011730, from the current property owner,
NGL Water Solutions DJ, LLC, in the amount of $2,400.00, and drawn on Bank of America, to
serve as warranty collateral for a period of two years.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County. Colorado, that Bond Rider to Performance Bond #K08358989. from Westchester Fire
Insurance Company in the amount of $40,542.45. be, and hereby is. canceled and released.
BE IT FURTHER RESOLVED by the Board that the Clerk to the Board be, and hereby is,
directed to return said collateral to the appropriate issuing party.
BE IT FURTHER RESOLVED that the replacement road maintenance collateral be. and
hereby is. accepted. CC t' w,
4258097 Pages: 1 of 2
12/01/2016 01:33 PM R Fee:$0.00
Carly Koppes. Cle-k and Recorder. Weld County. CO
1111
2016-3450
PL2125
APPROVE PARTIAL CANCELLATION AND RELEASE OF COLLATERAL - PAWNEE WATER
MANAGEMENT/ HALLIBURTON ENERGY SERVICES. INC. (USR-1787)
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded. adopted
by the following vote on the 7th day of November, A.D., 2016.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY. COLORADO
ATTEST: Width& Sc `k J ;(A
Weld County Clerk to the Board
BY.
AP
Mike Freeman, Chair
7 � Sean P. Conway. Pro-Tem
puty Clerk to the Board
arbara Kirkmeyeri
ou Attorney r � 72zotc_t-,er
Steve Moreno
Date of signature: 't \ / €/ I Co
4258097 Pages: 2 of 2
12/01/2016 01:33 PM R Fee:$0.00
Carly Koppes. Clerk and Recorder
■III fr'�•r? T�k'r'� I�i��;l��r' F�'i�'I II Ala I'Weld
4'PCounty
'I Il
414 III
2016-3450
PL2125
CLERK TO THE BOARD
PHONE (970) 400-4217
FAX: (970) 336-7233
P. O. BOX 758
GREELEY, COLORADO 80632
December 8, 2016
Halliburton Energy Services, Inc.
1125 17th Street
Denver, Colorado 80202
Winchester Fire Insurance Company
436 Walnut Street
Philadelphia. Pennsylvania 19106
RE: Partial cancellation and release of Collateral for Use by Special Review Permit #1787 —
Pawnee Water Management/ Halliburton Energy Services. Inc.
To Whom it May Concern.
On November 7. 2016, the Board of County Commissioners approved the partial cancellation and
release of collateral for Use by Special Review Permit #1787, in the form of a Performance Bond,
#K08358989, from Winchester Fire Insurance Company in the amount of $40,542.45. The Board
also approved the acceptance of warranty collateral from NGL Water Solutions DJ, LLC. in the form
of a Company Check #4251011730, for the required amount of $2.400.00. Enclosed, please find
evidence of released collateral and a copy of the recorded Resolution signed by the Board of County
Commissioners.
If you have questions or need additional information, please do not hesitate to contact me at
(970) 400-4217.
Very truly yours,
BOARD: •FCCQUNTY COMMISSIONERS
By: 5
isa Juanic re
Deputy Clerk to the Board
att
L Hallib
..ounty Commis
..ompany indicated
amount of Two Hun
00/100 Dollars ($270
The Principal and the
as follows:
nia 19106
part of Bend Number K08358989 on
Inc. and in favor of the Board
nty, Colorado, executed by the
Fire Insurance Company In the
and Two Hundred Eighty Three and
urety hereby cpnsent to changing the said bond
The bond amount of this b
From: Two Hundred Seventy Th
Dollars ($270,283.00)
To: Forty Thousand Five Hun
is amended:
usand Two Hundred Eighty Three and 00/100
Forty Two & 45/100 - - ($40,542.45)
This change is effective th3 2n° daX of April, 2014.
Nothing herein contained/shall vary, alter or extend any provision or
condition of the bond otther than as ab ve stated.
Sign, Sealed and date
this 27th day of - rch, 2014.
By: Halliburt• 'Ener• Services, Inc.
►_
George E. Attorney -in -Fact
(Principal)
1
By: Westchester F. surance Company
Vickie Lacy, AttgYfact
Super Safety® ANTI -FRAUD PROTECTION
FORM NO. 8800S
Po
Attor
Y
of
WESTr
d'
<etas
Know an men by ese presents: That WESTr
following Resolution
(1)
dopted by the Boa&
"RESOLVED, that e followiry
entered into the ordin + cos
Each of the Chairm-
otherwise
class
.ents of the Com
_r •, a Company's seal
..s or by . (ligation of one o
person executing
appointment or delegae
O
Oe. that the foregoing Resolution shall
..esoluaon shall not limit or otherwise alit the exercise of any such power or authority otherwise validly
'ER FIRE INSURANCE COMPANY
'PANY, a corporation of the Commonwealth of Pennsylvania pursuant to the
1r 11, 2006, to wit:
.,y. of bonds. Undertakings, recogmiances, contracts and. or written commitments of the Company
y Written Commitment for and on behalf of thfCompany. under the seal of the Company or
and on behalf of the Company, under life seal of the Company or otherwise, to the extent that
-fact
of the Company, to appoint in ling any person the attorney -in -fact of the Company with
such Written Commitments of a Company as may be specified in such wntten
e or more particular Written mmitments.
of the Company, to delegate writing any other officer of the Company the authority to
of the Company as are speci ed in such written delegation, which specification may be by
nts.
Wntlen Commitment o elegation pursuant to this Resotuticy( and the seal of the Company, may be affixed by facsimile on such
be deemed to be an exclusive statement of the powers and autho
of officers. employees and other persons to act for and on behalf of the
anted or vested
Does hereby i. .ate, constitute and appoint Joseph R Aulbe Mare WB.00ts, Marra D Zuniga, P,T. burn, Richard Covington, Vickie Lacy, all of the City of
HOUSTON, Texas, each individually if there be mote than one med, its true and lawful attorney -in- ct, to make, execute, seal and deliver on its behalf, and as its act
and deedany and all bonds, undertakings, recognizances, contrac • nd other writings in the nature ereof in penalties not exceeding Ten million dollars & zero cents
($I0,000,000.00)and he execution of such writings in pursuance o ese presents shall be as binfrig upon said•Company, as fully and amply as if they had been duly
executed and•acknowledged by the regularly elected officers of the C. pany at its principal o
IN WITNESS WHEREOF,: the said Stephen M. Haney, Vice -President, h. hereunto subscr ed his name and affixed the Corporate seal of the said WESTCHESTER
FIRE INSURANCE COMPANY' this 16 day of July 2013.
WESTCHESTER FIRE INSURANCE COMPANY
Stephen NI )Taney , Vice President
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF PHILADELPHIA ss.
On this I G.day of July, AD. 2013 before me; a Notary Pu c of the Commonwealth , f Pennsylvania in and for the County of' Philadelphia came Stephen M.
Haney ,Vice -President of the WESTCHESTER FIRE INSURAN E COMPANY to me perso • Ily known to be the individual and officer who executed the
preceding instrument, and he acknowledged that he executed the • : me, and that the seal affixed to . e preceding instrument is the corporate seal of said Company; that
the said corporate seal and his signature were duly affixed by t authority and direction of the said • . rporation, and that Resolution, adopted by the Board of Directors
of said Company, referred toxin the preceding instrument, is nin force.
IN TESTIMONY WHEREOF, I have hereunto set my ha and affixed my official seal at the City of Phi : delphia the day and year first above written.
t + M A�
r
y la
"► alit
l tt ♦~ r
COMMONWCAS TH Or repasteLv anriA
NOTARIAL SEAL
KAREN E BRANDT. Ptioic
pASON% Phis. My Cwnniesiott
Vyt.. F5rTlie
1, the undersigned Assistant Secretary: of t ESTCHESTER FIRE INSURANCE COMPANY, do hereby certify that r e original POWER OF ATTORNEY, of
which the foregoing is a substantially true d correct copy, is in full force and effect.
27th In witness whereof, I have hereunto sub cribed my name as Assistant Secretary, and affixed the corporate seal of the Corporatio . this day of March 2014
167.444-e\ �•
Wiii;Rm 1. Kely,.Assistan'1
THIS POWER OF ATTORNEY MAY NOT BE USED TO EXECUTE ANY BOND WITH AN INCEPTION DATE AFTER July 16, 2015.
N
i
• THE BACK OF THIS DOCUMENT LISTS VARIOUS SECURITY FEATURES • THAT WILL PROTECT AGAINST COPY COUNTERFEIT AND ALTERATION.
and No. K08358989
BOARD OF _ �n`�
OW �(��,
SCO 1CP' ��O�s
O�� ,ys a-cesiLP\40 GOB �Q,S GO i►" �i vs 0°4: t\
6,2,
United States for
ourselves, our heirs, a
it.
oehal
in the ful
_a Eighty Three
a,�d
to
to Boar.
of Weld
and penal
nd No/100 Dollars ($270,283.x0), lawful money of
e payment of which well and truly made, we bind
successors 4nd assigns,
7E BOND FOR
'.S OF WELD COUNTY, COLORADO
that (name)Hallibuyton Energy
Denver, Coloradg7 80202, a
c.)Corporation
th its princip
NE -23P, Hous
organized
1 office
on, Texas
tname of sur ty)Westchester
ty)436 Waln t Street,
ter called Surety" are held
missioners • Weld County,
lorado, hereinafter called
sum of Two Hundred event Thousand Two
inistrators,
and severally, firmly byhese presents.
WHEREAS, the above-bo
obtain from the Obligee a la
permit and number - USR, SPR
and pursuant to the requiremen
Improvements Agreement, dated
nd Principal has o
d use permit, na
tc) Pawnee Wat
s of said pe
R
jointly
tained or is about to
ely (insert the specific
r Management - USR-1787,
mit, has entered into an
z 01 , with Obligee, and
1
WHEREAS, The Improvements A4xeement requires Principal to obtain
a performance bond in an amount egtl t the total cost of the
improvements for which Principal is ref ponsible and naming Obligee as
beneficiary, and
WHEREAS, the value of improvgmen for which Principal is
responsible equals Two Hundred Seventy tousand Two Hundred Eighty
Three and No/100 Dollars ($270,2y83.00).
NOW, THEREFORE, THE CONDITION /OF THIS OBLIC`3ATION IS SUCH, that if
Principal shall well, truly and faithfully I.erform its duties, and all
of its undertakings, covenants, terms, and conditions as set forth in
the Improvements Agreemel* and if Principal khall satisfy all claims
and demands set forth in said agreement, and s all fully indemnify and
save harmless Obilgee flora all costs and damage which it may suffer by
reason of Principal'stailure to perform as agre d, and shall reimburse
and repay Obligee alyoutlay and expense which Ob igee may incur in
making good any defizlt, then this obligation shat* be null and void;
PROVIDED FURTHER hat if Principal shall default i\ any of its
obligations set forth in the Improvements Agreement,\and thereafter
fail to fully indemnify and save harmless Obilgee fro all costs and
damages which 7t may suffer by reason of said default,, this obligation
shall remain 'n 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
i does hereby waive notice of any such change, extension of time,
al''eration or 'iition to the terms of the Improvements Agreement.
PROVI. a
annua'\ly a or
Oblige 4
perform soN
conditi
therec
Suret
O •.
(SEAL)
Witness as to
Heather Noles
818 Town & Count
Address
Principal Secretary/Witness
Houston, Texas
urety
this bond is NONCANCELLABLE, and shall rene
-gym the date of this bond until its release by
Principal shall well, truly and faithfully
1 of the undertakings, covenants, term's, and
ne Improvements Agreement, and any eJensions
nted by Obligee with or without notice to
Blvd., #
0
0
77024
Address
Bond acknowledge that thtough the
.eserved the right to r'quire Principal
\Bond from a financi 1 institution
t the rating � of ety by AM Best
ent is executed/n four (4)
shall be deemed an original, this
Halliurton Energy Services, Inc.
Principal
Br:
Title Attorney- i 'act
stchester Fire Insurance Com.an
Osburn , Attorney -in -Fact
Philadel. la, Penns lvania 19106
Address
IMPORTANT: Surety cmpany executing bond must a••ear on the Treasury
Department's most current list (Circular 570 s amended) and be
authorized to transact business in the State of Colo ado.
Bond must be ac ompanied with Attorney -in Fact's a4thority the
surety company c rtified to include the date of the bona,.
from
FOHM NO. 88006
Power of
Attorney
WESTCHESTER FIRE INSURANCE COMPANY
Know all men by these,kesents: That WESTCHESTER FIRE INSURANCE COMPANY, a corporation of the Commonwealth of Pennsylvania pursuant to the
following Resolution, adopted by the Board of Directors of the said Company on December II, 2006, to: wit:
(4)
entered into the ordinary c rse of business (each a "Written Commitment").
"RESOLVED, that the foi;owing authorizations relate to the execution, for and on behalf of It- nds,undertakings, recognizances, contracts and other wruen commitments Of the Company
Each of the Chairman, the Prudent and the Vice Presidents of the Company '-
otherwise.
Each duly appointed attorney -in -fact of the Company is hercb•
such action is authorized by the g ofpowers provided '
Each of the Chairman,. the President the Vim `�
full power and authority to execute, for QG cj V
appointment, which specification ms• aL `_ oeC
i. D�G As
genr and on �t� O `
general type or ,. ' t" V
?Cc le
Tic 51'
Each of the Chairman, the
ci0VeiNkS co•)' \c,"C
Does hereby n. e
Covington, Step. oat , G
fact, to make, exec.
., be
.,'rise of
e
*,O " dale, Heather No
of the ity of HOUSTO
uehalf, and as \ts act and deed
thereof in penalties ‘01 • vie? v .,iiiion dollars & zero .ents ($10,000,
binding upon said Co .y and amply as if they had , en duly executed
office,
IN WITNESS WHEREOF, the said Stephen M. Haney, Vice=Presi
FIRE INSURANCE COMPANY this 29 day of April 2011.
•
-kbet,
\�cti-,
It? iv:tell
P49
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF PHILADELPHIA ss,
On this 29 day of April, AD. 2011 before
M. Haney ,Vice -President of the WESTCNESTE
preceding instrument, and he acknowledged that
the said corporate seal and his signature were d
of said Company, referred to in the precedin
ent, has here
'lien Commitment for and on behalf of the Company, under the sof the Company or
behalf of the Company, under the seal of the CompaAy or otherwise, to the extent that
the :ntomes -in-fact ofthe Company with
may be specified in such wntten
npany, to appoint in venting any pets
n Commitments of the Company
.e particular Whiten Commamen
the Company, to delegate in wntin . y other officer of the Company the authoritw:to
mpany as are specified in written delegation. which spec' ficau& n may be by
dy
a caN
ofuuon, • the seal of the Company. may be affixed by facsimile on such
y.of officers, employees and other persons to act for and on behalf or the
d or vested.
, Marc W Boots, Maria D Zuniga, P.T. Osburn, Richard
re be more than one named, its true and lawful attorney-in-
recognizances, contracts and Other writings in the nature
pf'such writings in pursuance of these presents -shall be as
eel -by the regularly elected officers of the Company at its principal
o subscribed his name and affixed the Corporate seal of the said WESTCHESTER
WESTCHESTER FIRE INSURANCE COMPANY
•Ste!phen M. Htrncy, Vice President
, a..Notary Public of the mmonwealth of Pennsylvania in and for the County of Philadelphia came Stephen
IRE INSURANCE COMP NY to me personally known to be the individual and officer who executed the
executed the same, and that the IIea1 affixed to the preceding: instrument is the corporate seal of said Company; that
y affixed by the authority and directrin of the said corporation, and that Resolution adopted by the Board ofDirectors
nstrument, is now in force.
IN TESTIMONY WHEREOF, I have he unto set my hand and affixed my official seal tithe Cityy of_Philadeiphia the day and year first above written
y., '!
.,,I.Y s;
eClt; •R •1&I 7
COMMONWEALTH OF IMEM HITLirAN1A
NOTARIAL SEAL
KAREN E BRANDT, PtSc
My CwntiiMan Eying Cif al S Q� 2044
NvonyiNslAlt
I, the undersigned A • istant Secretary of the WESTCHESTER FIRE INSURANCE COMPANY, ay, hereby certify that the original POWER OF ATTORNEY, of
which the furegoi.: is a substantially true and correct copy, is in full force and effect.
In witness wh - eof, I have hereunto subscribed my name as Assistant Secretary, and affixed the corporat&,seal of the Corporation, this
day of
THIS POWER OF ATTORNEY MAY NOT BE USED TO EXECUTE ANY BOND WITH AN INCEPTION DATE AFTER April 29, 2013.
V
•
THE BACK OF THIS DOCUMENT LISTS VARIOUS SECURITY FEATURES
•
THAT WILL PROTECT AGAINST COPY COUNTERFEIT AND ALTERATION.
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW/Regular or Consent Hearing Agenda REQUEST
RE: BOCC Agenda Item — Partial Release of Collateral and Beginning of Two Year Warranty Period For:
RECEIVED
OCT 262016
WELD COUNTY
Brief description of the issue: COMMISSIONERS
The Department of Public Works received a request from the original applicant, Halliburton Energy Services, Inc., and the
current owner of the facility, NGL Water Solutions, LLC, requesting an inspection of the property in order to release the
current warranty collateral and replace with road maintenance collateral, for the facility (USR-1787), located on CR 95
south of CR 118, southeast of the town of Grover.
Pawnee Water Management / Halliburton Energy Services, Inc. — USR-1787
DEPARTMENT: Public Works DATE: 10/25/2016
PERSON REQUESTING: Evan Pinkham
Halliburton Energy Services, Inc. is requesting that their warranty collateral bond ($40,542.45) be released since the two
year warranty period has expired, and they no longer have ownership interest in the facility. The current owner, NGL Water
Solutions, LLC, has provided road maintenance collateral to replace the existing collateral ($2400.00).
Weld County Public Works Department 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 #2012-1064, have been completed and are found to be acceptable.
Frank Haug/Assistant County Attorney has reviewed the Improvements Agreement and Collateral requirements and
recommends this release of collateral and replacing it with road maintenance collateral from NGL Water Solutions, LLC.
Weld County Collateral List:
Pawnee Water Management / Halliburton Energy Services, Inc.
(#2012-1064 - PL2125, USR #1787) 04/23/2012 Improvements
Agreement - Performance Bond #K08358989 from Westchester
Fire Insurance Company
Noncancellable — Renews Annually Automatically
Partial Cancellation (2014-1251) 04/21/2014
Bond Rider accepted as warranty collateral
$270,283.00
-229,740.55
40,542.45
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 and the County Attorney's Office are recommending release
of collateral, as shown above from the Weld County Collateral List, in the amount of $40,542.45. Weld County would then
accept $2400.00 from NGL Water Solutions, LLC to serve as road maintenance collateral, and also requests that this item
be placed on the next regularly scheduled BOCC Hearing, as part of the Consent Agenda. NGL Water Solutions, LLC has
submitted replacement collateral in the form of a Check O425 1011730) 01 1 730) from Bank of America, in the amount of $2400.00.
Approve Schedule as Regular
Recommendation BOCC Hearing Item Other/Comments:
Mike Freeman, Chair
Sean P. Conway, Pro-Tem
Julie A. Cozad
Barbara Kirkmeyer
Steve Moreno
2016-3450
Evan Pinkham
From:
Sent:
To:
Cc:
Subject:
Good afternoon Evan,
Jack Lopez <Jack.Lopez@nglep.com>
Thursday, July 21, 2016 3:58 PM
Evan Pinkham
Doug White; msherock@grasslandwatersolutions.com
Request for Site Inspection - W1/2 NW 1/4 of S13, T10N, R61W
Per our prior conversation and per the requirements to release Halliburton Energy's performance warranty bond
collateral instrument related to the Improvements Agreement for USR-1787, I would like to request a site
inspection by Weld County Public Works of the associated property, located at the West '/2 of the Northwest '/4
of Section 13, Township 10 North, Range 61 West. Once this site inspection is complete, NGL will complete
the requirements by submitting Road Maintenance Collateral in the amount of $2,400. Please keep myself and
Mark Sherock (copied) informed on the timeline and any additional information related 4o this process.
Thank you for your assistance with this matter,
K_, -
Water Solutions
Jack Lopez
Business Analyst
NGL Water Solutions, LLC
3773 Cherry Creek North Drive, Suite 1000
Denver, CO 80209
Office: 303.815.1010 ext. 3133
Mobile: 816.695.8550
i
MEMBERSHIP INTEREST
PURCHASE AND SALE AGREEMENT
in respect of
GRASSLAND WATER SOLUTIONS LLC
by and between
CHRISTOPHER P. DIETZLER
Seller
and
NGL WATER SOLUTIONS DJ, LLC
Buyer
Dated as of June 3, 2016
MEMBERSHIP INTEREST
PURCHASE AND SALE AGREEMENT
THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this
"Agreement") is entered into as of June 3, 2016 (the "Execution Date"), by and between NGL
Water Solutions DJ, LLC,_ a Colorado limited liability company ("Hover"). and Christopher P.
Dietzler, an individual ("Seller").
RECITALS:
A. Grassland Water Solutions LLC, a Delaware limited liability company (the
"Company"), is a non -tributary groundwater provider for the oil and gas industry.
B. Seller and Buyer are members of the Company, and each is a party to the Second
Amended and Restated Limited Liability Company Agreement of the Company dated June 9,
2014 (the "Company Operating Agreement"). Capitalized terms used but not defined in this
Agreement have the meanings given in the Company Operating Agreement.
C. Subject to the terms and conditions set forth herein, Seller desires to sell to Buyer,
and Buyer desires to purchase from Seller, 300,000 Class A Units of the Company (the
"Purchased Units"), representingli) all of the limited liability company membership interests of
the Comnanv owned by Seller and (ii) 65.00% of the outstanding Membership Interests of the
Company, and the Parties desire to effectuate certain additional transactions as described herein.
NOW, THEREFORE, in consideration of the premises and the mutual promises made in
this Agreement, and in consideration of the representations, warranties, and covenants contained
in this Agreement, the Parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
"Action" means any complaint, suit, proceeding, claim, arbitration, demand, assertion or
other similar action.
"Affiliate" of a specified Person means any other Person that directly or indirectly,
through one or more intermediates, controls, is controlled by or is under common control with
the Person specified. As used in this definition, each of the terms "control," "controlled by" and
"under common control with" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether through ownership of
voting securities, by contract or otherwise.
"Agreement" means this Agreement, including the Schedules and Exhibits attached
hereto.
(vii) Seller shall cause the Company to maintain full beneficial use of
the Water Rights until the Closing and to comply with all terms and provisions of
all applicable court decrees.
(viii) Seller shall cause the Company to ensure compliance with all
terms, provisions and obligations of all applicable leases and associated
agreements such that there is no default of any kind thereunder.
(ix) The Company has not received any written notices from any
Governmental Authority with respect to any violation concerning the Water
Rights.
(x) There are no attachments, levies, executions, assignments for the
benefit of creditors, receivership, conservatorship, or voluntary or involuntary
proceedings in bankruptcy (or pursuant to any other debt or relief Laws)
contemplated or filed by the Company or, to Seller's Knowledge, pending or
threatened in any current Action against the Company.
(c) The Real Property and improvements thereon, the Real Property
Documents, and the Water Rights are adequate for the operation of the Company's
business as presently conducted.
(d) Seller has not (i) assigned, pledged, hypothecated or otherwise
encumbered the Real Property or the Water Rights, or (ii) granted any easements,
licenses or similar rights with respect to the Real Property or the Water Rights.
(e) The Real Property Documents are in full force and effect without default
on the part of the parties thereto. To Seller's Knowledge, there are no circumstances
which would, with notice, the passage of time, or both, constitute a default under the Real
Property Documents by any of the parties thereto or otherwise permit another party to
terminate any of the Real Property Documents.
(f) There are no (i) Actions that have been instituted against Seller or the
Company in any court, (ii) violations of building codes and/or zoning ordinances or other
governmental or regulatory Laws, Orders or requirements with respect to any
improvements constructed on the Real Property or (iii) existing, pending or, to Seller's
Knowledge, threatened condemnation proceedings affecting the Real Property.
(g) There are no restrictive covenants or other Encumbrances against the Real
Property or the Water Rights, except for Permitted Encumbrances.
Section 3.06. Ownership and Capitalization; Subsidiaries.
(a) The Purchased Units comprise 65.00% of the outstanding Units of the
Company, and are free and clear of all Encumbrances other than Permitted
Encumbrances. Class A Units held by Buyer comprise the remaining 35.00% of the
outstanding Units of the Company_The Company has no other outstandingor
membership interests of any kind. Without limiting the generality of the foregoing, there
13
IN WITNESS WHEREOF, the Parties is Agreement on the date
first above written.
SELLER:
BUYER:
PHER P. TZLER
NGL WATER SOLUTIONS DJ, LLC
By:
37
James J. Burke, President
NGL Water Solutions DJ, LLC
a subsidiary of NGL Energy Partners, LP
3773 Cherry Creek North Dr, STE 1000
Denver, CO 80209
Bank of America.
PAY Two Thousand Four Hundred Dollars And 00 Cents********************
TO THE
ORDER OF:
Void After 90 Days
WELD COUNTY PUBLIC WORKS
1111 H STREET PO BOX 758
GREELEY,CO 80632 US
88.130/1119 TX
ii'4 25 LO L L?30u' a: L L L90 L30 2i: 24 L9800?9 2"
20-OCT-16j 4251011730
******$2,400.00
CHECK DATE
20-OCT-16
CHECK NO.
4251011730
PAYEE
Weld County Public Works
CHECK AMOUNI�
$2,400.04
INVOICE #
INVOICE DESCRIPTION
INVOICE DATE
INVOICE AMOUNT
DISCOUNT TAKEN
INVOICE AMT PAID
101816 -WELD
GRASSLAND ROAD
MAINTENNANCE IMPROVEMENT
COLLATERAL
18-OCT-16
2,400.00
0.00
2,400.00
U.S. Postal Service'°'
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. Article Addressed to:
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COMPLETE THIS SECTION ON DELIVERY
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U.S. Postal Service'
CERTIFIED MAIL° RECEIPT
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Sent To
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PS Form 3800, April 2015 PSN 7530.02-000.9047
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COMPLETE THIS SECTION ON DELIVERY
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eceived by (Printed Name)
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Restricted Delivery
>S Form 3811, July 2015 PSN 7530-02-000-9053
Domestic Return Receipt , PS Form 3811, July 2015 PSN 7530-02-000-9053
Domestic Return Receipt
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