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Home My WebLink About20140745.tiff RESOLUTION RE: APPROVE IMPROVEMENTS AGREEMENT ACCORDING TO POLICY REGARDING COLLATERAL FOR IMPROVEMENTS, AUTHORIZE CHAIR TO SIGN, AND ACCEPT COLLATERAL FOR HICKMAN MINOR SUBDIVISION, MINF12-0001 - BIG THOMPSON INVESTMENT HOLDINGS, LLC 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 31, 2012, the Weld County Board of Commissioners approved Minor Subdivision Final Plan, MINF12-0001, for Big Thompson Investment Holdings, LLC, 1205 W. Elizabeth Street, P.O. Box 134, Fort Collins, Colorado 80521, c/o Mark Goldstein, Manager, P.O. Box 273180, Fort Collins, Colorado 80527, for a nine (9) Lot Minor Subdivision in the 1-3 (Industrial) Zone District, on the following described real estate, to-wit: Lot B of Recorded Exemption, RECX12-0056; being part of the W1/2 of Section 23, Township 4 North, Range 66 West of the 6th P.M., Weld County, Colorado WHEREAS, on April 3, 2013, the Board approved an Interim Road Maintenance Improvements Agreement for Triton Water Depot and accepted Company Check #1319 from Big Thompson Investment Holdings, LLC, in the amount of$2,400.00, and WHEREAS, on January 15, 2014, the Board approved a new Interim Road Maintenance and Collateral Agreement regarding the interim maintenance obligations for County Road 33, which supersedes the previous agreement, and agreed to retain the collateral received from Big Thompson Investment Holding, LLC, in the amount of$2,400.00, and WHEREAS, on January 15, 2014, the Board also approved an Agreement for the Exchange of Certain Real Property between Big Thompson Investment Holdings, LLC, and 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 Big Thompson Investment Holdings, LLC, with terms and conditions being as stated in said agreement, and WHEREAS, the Board has been presented with Letter of Credit #835-3047 from First Bank, 10403 West Colfax Avenue, Lakewood, Colorado 80215, in the amount of $706,286.00, and WHEREAS, after review, the Board deems it advisable to approve said agreement and accept said Letter of Credit as stated above, copies of which are attached hereto and incorporated herein by reference. CC. ?uD(R,1zi-1.,`4°x ?L, App - 4004604 Pages: 1 of 2 3.751 03/26/2014 12:58 PM R Fee:$0.00 Steve Moreno, Clerk and Recorder. Weld County, CO ■III�1�1R��7E'u'+I�h'Itti' kI',ti 1iIatl'IW','+ i I+,T1.1 Iyi ■I III 2014-0745 PL2147 IMPROVEMENTS AGREEMENT- BIG THOMPSON INVESTMENT HOLDINGS, LLC PAGE 2 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 Big Thompson Investment Holdings, LLC, be, and hereby is, approved. BE IT FURTHER RESOLVED that Letter of Credit #835-3047 from First Bank, 10403 West Colfax Avenue, Lakewood, Colorado 80215 in the amount of$706,286.00, be and hereby is, accepted. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 12th day of March, A.D., 2014. BOARD OF COUNTY COMMISSIONERS WELD COUNORADO r\�, *dhiChr ATTEST: d. •��d�o;� cPLL Weld County Clerk to the Board L�►�'CUSED �=•�bara Kirkmeyer, Pro-Tem Dep. y Clerk to the Boar• r P. Conway APPROVED AS T,ORM: Mike Fr man - Stir{ ' fforne Wi lam . Garcia Date of signature: 5.926.14 4004604 Pages: 2 of 2 2014-0745 03/26/2014 12:58 PM R Fee:$0.00 Steve Moreno, Clerk and Recorder, Weld County, CO PL2147 ®III Eir1FM6111 'Wit'4:4b f NtFtiiGK+l.il,%Maki MEMORANDUM TO: Clerk to the Board 1861 itI7 - DATE: 3/10/2014 FROM: Richard Hastings, Public Works Department v� COUNTY SUBJECT: BOCC Agenda Item - Approve Improvements Agreement and Accept Collateral For: Big Thompson Investment Holdings, LLC "Hickman Minor Subdivision"-(MINF12-0001) Request for Approval of Improvements Agreement: The Department of Public Works received a request from the applicant's representative, Larry Clark/Big Thompson Investment Holdings, LLC, requesting that the Board of County Commissioners consider approving the Improvements Agreement for the nine (9) lot Minor Subdivision and continuing Oil and Gas Production Use (MINF12-0001), located on CR's 33 & 44, east of the town of Peckham. 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. Request for Acceptance of Collateral: The Department of Public Works received a request from the applicant's representative, Larry Clark/Big Thompson Investment Holdings, LLC, requesting that the Board of County Commissioners consider accepting collateral in the form of a Letter of Credit—(First Bank) in the amount of$706,286.00, for the above-mentioned Improvements Agreement. Recommendation: 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$706,286.00 for Big Thompson Investment Holdings, LLC "Hickman Minor Subdivision"-(MINF12-0001). pc: Elizabeth Relford, Public Works Tom Parko, Planning Services C:\Users\dbechler\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\C07XGSSG\Approve IA Accept Collateral (MINFI2-0001)-Big Thompson(Hickman Minor Sub)-MEMO.docx IMPROVEMENTS AGREEMENT ACCORDING TO POLICY REGARDING COLLATERAL FOR IMPROVEMENTS Big Thompson Investment Holdings, LLC "Hickman Minor Subdivision"—MINF12-0001 Part 1: Site Specific Provisions THIS AGREEMENT is made this _day of I anrwri, 2014, by and between Big Thompson Investment Holdings, LLC, a Colorado limited liabilityicompany, whose address is C/O Mark Goldstein, Manager, P.O. Box 273180, Fort Collins, CO 80527, hereinafter referred to as the "Property Owner", and the County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 "O" Colorado 80631,hereinafter referred to as the"County." Street, Greeley, Y WITNESSETH: WHEREAS, Property Owner is the owner of the following described real property in the County of Weld, Colorado: Lot B of Recorded Exemption, RE-4914; located in part of the NW4 of Section 23, Township 4 North, Range 66 West, Part of Section 35 and Section 36, 68 West of the 6th P.M. Weld County, Colorado and Township 3 North, Range hereinafter referred to as the "Property," and WHEREAS, County has approved land use permits for a nine (9) lot Minor Subdivision and continuing Oil and Gas Production Use on approximately 94 acres of the Property ("MINF12-0001"), and WHEREAS, the Property Owner acknowledges that the issuance of MINF12-0001 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 Plat 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" ("Plat Map") and "D" ("Construction Plans"), respectively, and WHEREAS, the Property Owner acknowledges that it may not engage in any activity described in MINF12-0001 and/or any activity related to the businesses described above until said improvements have been completed, and WHEREAS, the 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 MINF12-0001 within three (3) years of the approval of the permit issued under MINF12-0001, may result in the revocation of MINF12- 0001, upon consideration and order of the Board of County Commissioners, and WHEREAS, the Property Owner agrees that the failure to record the Plat Map within the time limits imposed by the Board of County Commissioners, may result in the revocation of MINF 12-0001, upon consideration and order of the Board of County Commissioners, and I of 22 WHEREAS, the parties agree that the Property Owner shall provide collateral for all on- site and off-site improvements required by this Agreement when the Property Owner submits p 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, when site related activities permitted under MINF12-0001 commence, or at a time determined acceptable by the Board of County Commissioners, and WHEREAS, on , 2014, the parties entered into the "Interim Road Maintenance Agreement an Collateral Agreement, Weld County Case MINF12-0001" (hereinafter "Interim Maintenance Agreement") regarding the interim maintenance obligations for CR 33, and WHEREAS, the parties have entered into an "Agreement for the Exchange of Certain Real PropertABeween Big Thompson Investment Holdings, LLC and Weld County, Colorado" dated \\X , 2014, (hereinafter"Property Exchange Agreement") and WHEREAS, pursuant to the terms of the Property Exchange Agreement and the Interim Maintenance Agreement, the Interim Maintenance Agreement shall remain in effect and the traffic triggers of offsite road improvements under this Agreement will be postponed until the title to "Property 2"under the Property Exchange Agreement has been transferred to the Property Owner or the Property Exchange Agreement is terminated for any reason, and WHEREAS, at a future date, Big Thompson Investment Holdings, LLC, intends to assign this Agreement in its entirety to the Peckham Development Corporation, a Colorado corporation, whose address is C/O Mark Goldstein, President, P.O. Box 273180, Fort Collins, Colorado 80527, and County consents at this time to such an Assignment pursuant to the terms of Part 2 of this Agreement, and WHEREAS, all references to "Property Owner" in this Agreement shall apply solely to Peckham Development Corporation when Peckham Development Corporation obtains legal title to the Property that is the subject matter of this Improvements Agreement. NOW, THEREFORE, IN CONSIDERATION OF the foregoing and of the promises and. covenants contained herein, the parties hereto promise, covenant and agree that the above Recitals are a material and substantive part of this Improvements Agreement and further agree as follows: A. Required Off-Site Haul Route Road Improvements: 1.0 Weld County Roads 33 & 44: 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 of sixty (60) feet at the main entrances and exits which extend partially into Weld County Roads 33 & 44's rights-of-way ("CR's 33 & 44"), drainage and signage installations, as indicated on the accepted Construction Plans. All such improvements will be in accordance with the transportation sections of the Weld County Code, and the rules and regulations adopted pursuant thereto. The granting of any new point of access to the Property may generate additional obligations with the County for Off-Site Improvements and the need to post additional "Road Maintenance Collateral." A County access permit is 2 of 22 needed for every access point to a County road from the Property. State access peiuiits might also be required and should be coordinated by the Property Owner with the Colorado Department of Transportation("CDOT"). 2.0 Off-Site Haul Route Road Improvement Responsibilities: The Property Owner is solely responsible for all designated improvements, as specified above in Section A.1.0, on CR's 33 & 44 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. The Property Owner shall obey all applicable regulations related to the Property and issued by the Occupational Safety and Health Administration (hereinafter "OSHA"), the Colorado Department of Public Health and Environment (hereinafter "CDPHE"), and other Federal, State or County regulatory agencies. 3.0 Off-Site Haul Route Road Engineering Design and Construction Plans: For off- site haul route road improvements as set-forth in Section A.1.0-2.0 above, all engineering designs and construction plans must be provided by the Property Owner. These plans, when reviewed and accepted by the Weld County Engineer, shall be a part of the Construction Plans, which are a part of this Agreement. All plans showing work within the County shall be reviewed and accepted by the 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 by the Property Owner for review and acceptance by the County. 4.0 Off-Site Haul Route Road Construction Standards: All construction and materials controls for a road project and any designated road improvements by the Property Owner shall conform to the road requirements in effect as the time of the completion of the road improvements set forth in the "Standard Specifications for Road and Bridge Construction" provided by CDOT. 5.0 Off-Site Haul Route Road 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 Property Owner shall submit a traffic control plan for the County's review and approval. During construction, appropriate safety signage shall be posted in accordance with the then current version of the Manual of Uniform Traffic Control Devices (hereinafter referred to as "MUTCD"). 6.0 Off-Site Haul Route Road Dust Control/Abatement and/or Paving: The Property Owner is required to provide dust abatement along affected haul route roads approximately two to five times per year, as deteunined by the County. The County will determine the proportionate share of dust control and/or paving costs to be paid by the Property Owner based upon then current Equivalent Single Axle Load ("ESAL") Counts that identify traffic loading due to Property-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 the percentage of Property-sourced haul route road traffic, the County reserves the right to install traffic counters on the driveway(s) of the Property. The percentage of haul route road traffic utilizing the County's roads in the vicinity of the site attributable to Property-sourced traffic activities will be determined by traffic counts conducted by the County 3 of 22 on the primary and requested alternate or revised haul route roads. The County will have sole responsibility for determination of the percentage of haul route road traffic on all affected roads. Due to the undetermined timeframe for the increased haul route road traffic volumes, the following is a list of triggers for the road improvements for the upgrading, widening, and paving of WCR 33 from the facility to U.S. Highway 85: a. 200 vehicles per day: Mag-Chloride applications b. 400 vehicles per day: Pavement 7.0 Future Haul Route Road Improvements: If Property-generated tracking of mud and debris occurs on CR's 33 and/or 44, the main entrance improvements to the Property will include a double cattle guard set (one right after the other), placed back to back across the entire width of the entrance lane of the Property onto CR 33, and three-hundred (300) feet of asphalt pavement at the exit lane from the Property onto CR 44, to ensure a complete revolution of the haul road route vehicle tires to minimize the tracking of mud and debris onto CR's 33 & 44, to ensure a complete revolution of the haul route road vehicle tires in order minimize the tracking of mud and debris onto the adjacent County road. Future improvements to the haul route road(s) may be required by the County. Property Owner shall address all County and/or Colorado Department of Transportation (CDOT) access issues associated with afore-mentioned haul route road. Future County mandated measures may include improvements to any haul route road intersection or roadways then utilized by vehicle traffic from the Property. The Property Owner shall pay a proportionate share of the cost of the entire road improvement project, including engineering designs and construction plans based on the Property Owner's share of ESAL Counts using then current data on the haul route roads in the implementation of the above- mentioned road 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 the percentage of haul route road traffic to and from the Property, the County reserves the right to install traffic counters on the driveway(s) of the Property. Future road improvements will be subject to any Federal, State or County regulations in place at the time the road improvement project is initiated. Paved Roadway Improvements may be triggered due to heavy haul route road traffic associated with the Property including turn lanes. The following is a list of the American Association of State Highway& Transportation Officials, (hereinafter the "AASHTO") triggers for turn lanes: a. 25vph turning right into a facility during a peak hour. b. 10vph turning left into a facility during a peak hour. c. 50 vph turning right out of a facility during a peak hour. 8.0 Timing of Off-Site Haul Route Road 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, the Property Owner shall not be required to complete the aforementioned offsite road improvements as described in Section A.1.0-2.0 until the occurrence of the triggering event for each improvement, namely the application for the grading permit, building permit, right-of-way or access permit or the commencement of activities on the Property. At that time, the Property Owner agrees that the required collateral will be posted and all on-site and off-site road improvements shall commence and shall be completed within the parameters established in Sections A.3.0 and E.7.2, and Exhibit"B", herein. 9.0 Acceptance of Off-Site Haul Route Road Improvements: Upon completion of the off-site road improvements, the Property Owner shall contact a representative of the Weld 4 of 22 County Department of Public Works and request an inspection of the off-site road improvements described in Section A.1.0-2.0 above. The County's representatives may then initiate the acceptance process set forth in Sections E.6.1-6.3 below. 9.1 All references in this Agreement to "Acceptance of Improvements" shall refer to the County confirming completion of said road improvement(s) according to the accepted construction plans. By accepting any road 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. Off-Site Haul Route Roads: 1.0 Established Off-Site Haul Route Roads: 1.1 Exiting or entering the Property: Haul vehicles shall enter or exit the Property at the approved access points onto CR's 33 & 44. Haul vehicles will travel on CR 33 north to US-85 for further dispersal and on CR 44 east or west to disperse further. 1.2 No haul route vehicle 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 roads 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 the County at the time that the deviation is allowed. If the County approves such deviation, haul route vehicles will utilize paved County roads whenever possible. A deviation from an established haul route road lasting more than thirty (30) days or requests for two or more deviations within a twelve-month period shall be subject to the terms of Section 4.0 of this Section B. In the event that haul route road traffic in excess of 15% of the daily facility haul trips utilizes alternate haul route roads, the provisions of Section 4.0 of this Section B shall be triggered. 2.0 Off-Site Haul Route Road Signage: The Property Owner shall install haul route road signs, in accordance with MUTCD standards, at all exit points of the Property which can be clearly seen by drivers leaving the Property and which clearly depict County approved haul route roads. 3.0 No Deviation from Permitted Off-Site Haul Route Roads: Except under the provisions provided in Section B.1.3, no deviation in the use of any haul route roads other than those specifically authorized for use in this Agreement is permitted without the prior written amendment of this Agreement by the parties to this Agreement. 4.0 Effect of Future Changes to Off-Site Haul Route Roads: In the event that the County is requested by the Property Owner or operator of the Property to approve the use of an additional access point, a new haul route road, or an alternative haul route road as a result of a change in the activities on the Property and/or haul route road circulation patterns, and if the 5 of 22 alternative or additional access point or haul route road utilizes any unpaved portion of County roads, and if the County determines that dust control or paving is required on the unpaved portion of said haul route roads, the Property Owner agrees that dust control or paving measures to protect the public health, safety, and welfare shall be instituted. The County will determine the proportionate share of dust control and/or paving costs to be paid by the Property Owner based upon then current haul route road trip counts that identify road traffic loading due to Property-sourced road traffic. The amount and extent of dust control and/or paving measures will be determined by Property-sourced specific conditions at the time, as determined exclusively by County personnel. C. Off-Site Haul Route Road Maintenance Requirements: 1.0 Obligation to Maintain Current CR's 33 & 44 and Future Off-Site Haul Route Roads: The Property Owner will be financially responsible for the excavation, repair, and patching of any damage on current or future haul route roads, which, in the sole opinion of County, has been created by hauling to and from the Property. Should the activities on the Property, and/or should Property-sourced haul trip circulation patterns change in the future, so that the County approves an alternate haul route road, and all or a significant portion of Property- sourced traffic no longer utilizes CR's 33 & 44 as haul route roads, and instead utilizes other portions of unpaved County roads as haul route roads, the Property Owner shall cooperate with the County in maintenance of said alternate haul route roads which become the new haul route roads for the Property. The type and method of road repair will be determined by the County Engineer or his representative. For any roadway damage that exposes the driving public to adverse or unsafe driving conditions, road repairs shall commence within forty-eight (48) hours of notification of the Property Owner by the County. All other repairs shall commence within thirty (30) days of the Property Owner's receipt of the County's written notice of the need for such repairs. 1.1 Need for Immediate Repairs: In the event of damage to an approved haul route road for Property-sourced traffic that causes an immediate threat to public health and safety or renders the road impassible ("Significant Damage"), the County shall, after inspection, notify the Property Owner of such Significant Damage. The Property Owner shall identify the road repair required and shall consult with the County on the extent, type, timing, materials and quality of road repair (i.e., temporary versus permanent) within twenty-four(24) hours after receipt of such notice from the County and shall commence such road repair work within forty-eight (48) hours after receipt of such notice. If such road repair work is not commenced by the Property Owner within such forty-eight (48) hour period, the County shall have the right to draw on the Road Maintenance Collateral and use such funds to perform such road repair work. If the Property Owner identifies Significant Damage prior to receiving notice thereof from the County, the Property Owner may commence repair of such Significant Damage and shall concurrently notify the County of the extent, type, timing, materials and quality of road repair (i.e., temporary versus permanent). 1.2 Property Owner Repair of Off-Site Haul Route Roads: On or before December 31 of the calendar year in which County staff has determined 6 of 22 through site analysis and/or pavement testing that a particular portion of a haul route road will require paving measures in order to protect the public health, safety, and welfare, and has budgeted sufficient funds for the following calendar year to pay its share of the off-site road improvement/repair costs of the proposed paving, the County shall notify the Property Owner in writing that the off-site road improvements/repair paving shall be undertaken. Within ninety (90) days of its receipt of the County's notice of the need to undertake said road improvements/repairs, the Property Owner shall submit Off-Site Road Construction Plans and Cost Estimates to the County for the proposed paving for review by the County. The Property Owner shall have sole responsibility for the completion of the road improvements/repair paving on or before December 15th of the year following the County's initial notice of the need for the road improvement/repair paving. 1.3 County Repair of Off-Site Haul Route Roads. In the County's sole the County may undertake all necessary haul route road repairs discretion, p and/or improvements. The Property Owner's payment for the Property's Proportionate Share of the road repairs/improvements will be calculated as determined in Sections A.6.0 or A.7.0 of this Agreement, and in a manner consistent with Section C.3.0 of this Agreement. 2.0 Annual Off-Site Haul Route Road Inspection: The 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 the County to participate in off-site road improvement/maintenance agreements. As a result of the annual inspection, County, in its sole discretion, shall determine actual conditions and shall further determine what road repair/improvement/maintenance work is to be performed during that construction season. Notification to the Property Owner of the required roadway repairs will be given as soon as the data becomes available to the County. 3.0 Future Off-Site Haul Route 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 Haul Trip ESAL Counts using then current data of haul trips entering or exiting the Property onto the haul route road in the implementation of the above-mentioned improvements. Notification to the Property Owner of the required roadway replacements will be given as soon as the data becomes available and typically takes place before the end of the year prior to the start of the replacement project, as described in Section C.1.0 above. 4.0 Sharing of Off-Site Haul Route Road Maintenance Responsibilities with Other Property Owners: It is anticipated that Property Owner and other property owners and/or lessees subject to agreements similar to this Agreement will perform the required haul route road maintenance work and will share in the cost and expense of 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 the other property owners and/or lessees. The County shall review and approve the sharing agreements for the sole purpose of determining whether the required haul route road improvements/maintenance projects have been adequately addressed. The County alone shall 7 of 22 �n> determine the sufficiency of all haul route road improvement/maintenance projects when completed. 5.0 Violation of Terms of Agreement: If the Property Owner does not perform as outlined in this Agreement and Exhibits "A" and "B"t such non-performance will constitute a violation of the Property Owner's land use permits granted by County concerning the Property, and County will take whatever remedial measures it deems necessary, against the Property Owner. In addition to any other.remedy available to the County in law orequity, a failure to probable cause consideredgrounds for setting a comply with this Agreement shall be hearing according to the procedures described in Section 2-4-40 of Weld County Code. Revocation of MINF12-0001 as it now exists or may, from time to time, be amended, is a remedy which the County may impose. D. On-Site Improvements: 1.0 On-Site Landscaping and Fencing Requirements: The 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 MINF12-0001 Plat Map. Specifically, the 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 MINF12-0001 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 MINF12-0001 Plat Map. In the event any of these improvements include work extending into State or County rights-of-way, a right-of-way or access peunit must be obtained by the Property Owner prior to the commencement of said work. 2.0 On-Site Grading, Drainage Facilities and Paving_ The 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 MINF12-0001 Plat Map. The main entrance improvements to the Property will include; construction of adequate turning radii at the main Property entrances onto CR's 33 & 44, and appropriately sized drainage culverts. Any other on-site improvements shall be completed as indicated on the accepted Construction Plans for the Property. The Property Owner shall be responsible for all maintenance of the on-site improvements. Additional infrastructure improvements to the Property will be addressed at the time of application for any future amended MINF. Some of these improvements may include work extending into State or County rights-of-way, in which case a right-of-way or access permit must be obtained by the Property Owner prior to the commencement of said work. 3.0 Timing of On-Site 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, the 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 MINF. Except with prior County consent, 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 County's Depaitinent of Public Works. Access and/or right-of-way permits might also be 8 of 22 1'./ required prior to County approval of the grading permit. Grading shall not commence until the Construction Plans have been reviewed, approved, and accepted by the County. Any alterations to the accepted Construction Plans must be reviewed, approved, and accepted in writing by the County's Planning and Public Works Departments. At that time, and unless otherwise amended, the 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". 4.0 Acceptance of On-Site Improvements: Upon completion of the on-site improvements, the Property Owner shall contact the County's Department of Planning Services and the County's Depaituient of Public Works and request an inspection of the on-site improvements described in Section D.1.0 and D.2.0 above. The County's representatives may then initiate the process for "Acceptance of Improvements" set forth in Sections E.6.1-6.3. below. "End of Part 1" 9 of 22 IMPROVEMENTS AGREEMENT ACCORDING TO POLICY REGARDING COLLATERAL FOR IMPROVEMENTS Big Thompson Investment Holdings LLC "Hickman Minor Subdivision"—MINF12-0001 Part 2: General Provisions E. General Requirements: 1.0 Engineering Services: 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. shall beperformed 1.1 The required engineering services 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 MINF12-0001 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. 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. 9 of 22 3.2 Property Owner shall employ, at its own expense, a qualified testing company previously approved by the County to perform all testing of materials or construction; and shall furnish copies of test results to the County. If County discovers inconsistencies in the testing results, Property Owner shall employ at its expense a third party qualified testing company approved by County. Such third party shall furnish the certified results of all such testing to the County. 3.3 At all times during said construction, the County shall have the right to test and inspect, or to require testing and inspection of material and work, at 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 and Lessee shall indemnify and hold harmless the County from any and all liability loss and damage County may suffer as a result of all suits, actions or claims of every nature and description caused by, arising from, or on account of said design and construction of improvements, and pay any and all judgments rendered against the County on account of any such suit, action or claim, together with all reasonable expenses and attorney fees incurred by County in defending such suit, action or claim whether the liability, loss or damage is caused by, or arises out of the negligence of the County or its officers, agents, employees, or otherwise except for the liability, loss, or damage arising from the intentional torts or the gross negligence of the County or its employees while acting within the scope of their employment. All contractors and other employees engaged in construction of the improvements shall maintain adequate worker's compensation insurance and public liability insurance coverage, and shall operate in strict accordance with the laws and regulations of the State of Colorado governing occupational safety and health. 5.0 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 10 of 22 MINF improvements in that phase of the MINF is satisfactory to the County, and all terms of this Agreement have been faithfully kept by Property Owner. 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 Section 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 Property Owner, inspect the subject improvements, and notify the Property Owner of any deficiencies. If any deficiencies 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 MINF, 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 Section D.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 deficiencies. If any deficiencies 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 MINF, 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) Proiect Collateral for completion of all improvements described in this Agreement shall be 11 of22 provided separately for on-site improvements and off-site improvements; (2) Warranty Collateral required for all improvements during the warranty phase; and (3) Road Maintenance Collateral (If Applicable) to be kept in place for the life of the permit. 7.2 Project Collateral submitted to Weld County to guarantee completion of the improvements indentified on the accepted Construction Plans and MINF12-0001 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 D.2.0 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 Section 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 (1%) 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 (1%) of the initial Project Collateral listed on Exhibit "A"- Cost Sheet (ON-SITE). If no Project Collateral was initially submitted, Road Maintenance Collateral shall be submitted at the time of approval for this Agreement or at such time that approved MINF12-0001 activities are initiated. The submitted amount shall be $3,600.00 for facilities adjacent to paved haul route roads or $2,400.00 for facilities adjacent to gravel haul route roads, and the amounts will be listed on Exhibit "A"- Cost Sheet (OFF-SITE). Road Maintenance Collateral shall be held by County as long as this Agreement 12 of 22 is in effect and returned to the Property Owner upon vacation of associated land use 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 MINF's designated haul route. The first payment of funds will be due three months after the initial sale of materials from the MINF site. Subsequent quarterly payments will be deposited in the associated escrow account until the MINF permit is terminated. Utilization of this collateral option will negate any further obligations of the Property Owner and/or Property Owner to participate in any future maintenance and/or improvements projects for the associated Haul Route. Upon vacation of the MINF 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 MINF 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 MINF's designated haul route, only if the Property Owner 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 MINF, 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 MINF 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 then current value of the improvements to be completed, and the development plans are revised to comply with all current County 13 of 22 ' �/ 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 Property Owner's operations pursuant to MINF12-0001 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 foini 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 Property Owner 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 Property Owner 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 Property Owner is required to warranty the improvements, the Property Owner 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 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 14 of 22 T" 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. 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 15 of 22 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 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 MINF is active. 9.0 Successors and Assigns: This Agreement may be assigned in its entirety by Property Owner without the express written consent of County to Peckham Development Corporation, a Colorado corporation, whose address is C/O Mark Goldstein, President, P.O. Box 273180, Fort Collins, CO 80527, provided that a copy of any assignment agreement is provided to County prior to execution and any required collateral under this Agreement be posted by Peckham Development Corporation at the time the assignment agreement is executed. Should the assignment agreement not be provided and/or any required collateral not be posted at the time the assignment occurs, the County shall not consent to the assignment to Peckham Development Corporation. Should this Agreement be assigned in its entirety to Peckham Development Corporation, Big Thompson Investment Holdings, LLC, shall no longer be liable for the obligations set forth in this Agreement and a new Improvements Agreement with Peckham Development Corporation shall not be required as otherwise required in this Section 9.0. This Agreement may not be delegated, transferred, or assigned in whole or in part by Property Owner to any other party without the express written consent of County and the written agreement of the party to whom the obligations under this Agreement are assigned. Property Owner's release of its obligations shall be accomplished by County's execution of a new 16 of 22 L' Improvements Agreement with the successor owner of the property. (See paragraphs F. 1.2 and 2.2 below) 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 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 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 fifteen (15) days within which to either cure the violation or demonstrate compliance. If, after fifteen (15) 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 Sections 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 MINF12- 0001 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 Regarding Collateral for Improvements—MINF12-0001 by New Property Owner: This Agreement shall terminate following County's execution of a new Improvements Agreement According to Policy Regarding Collateral for Improvements — MINF12-0001 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 MINF. 17 of 22 1.3 Execution of Replacement "Improvements Agreement According to Policy Regarding Collateral for Improvements — MINF12-0001 by New Operator: This Agreement shall terminate following County's execution of a new Improvements Agreement According to Policy Regarding Collateral for Improvements —MINF12-0001 with a new operator who has assumed the operation of the business on the Property which business activities are permitted by the then existing MINF. 2.0 Termination Procedures. 2.1 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 perfoini 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 — MINF12-0001 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 Consequence 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 18 of 22 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—MINF12-0001 with a Property Owner and Operator. 4.0 Consequence of Termination by Execution of Replacement Improvements Agreement: Following County's execution of an Improvements Agreement According to Policy Regarding Collateral for Improvements—MINF 12-0001 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 MINF12-0001. 5.0 Consequence of Termination Pursuant to Section E.11.0: In the event that activities related to MINF12-0001 cease as a result of the revocation of the permit as described in Section E.11.0 of this Agreement, neither Property Owner nor Operator will be released from any of the obligations imposed by the terms of this Agreement only 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 Sign: Each person signing this Agreement, and associated Exhibits, represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and �' P 19 of 22 delivery of the Agreement and the performance of such party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms. If requested by the County, Property Owner shall provide the County with proof of Property Owner's authority to enter into this Agreement within five (5) days of receiving such request. 20 of 22 Yom-./ 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: Mark S. Goldstein TITLE: Manager, Big Thompson Investment Holdings, LLC STATE OF COLORADO ) ss. County of Weld ) y� The foregoing instrument was acknowledged before me this 2 day of 1 P__ , 2014,by Mark S. Goldstein, Manager, Big Thomp vestment Holdings, LLC. WITNESS my hand and official seal. 090 il0(I p a/ Notary Public KixilRVVL• N.EWel2. KATHRYN L HERDER My commission Expires: '1•)32014 NOTARY PUBLIC 1.tI;CUSG NO. 1u1 D4O181341 STATE OF COLORADO NOTARY ID 20104018139 MY COMMISSION EXPIRES 07/1312014 BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: Dougl s Rademacher, Chair afnl � %ve. MAR 1 2 2014 Weld County Clerk to the Board �" BYlk - t Deputy Cler o the Board APPROVED AS TO FORM: County Attorney 21 of 22 (90121-0 211,5 i 4E/XHI rBIT A - .CLost Sheet h (ON-SITE) Name of Subdivision,PUD,��UAASR,RE,gSPRr:'LMA 1.01 U'l^Tt1 Tn it49b'!al T[l�LFiling/C�a�1se""#:Nora.00AO 1 Location: i t-)Cc- 35 Personnel Contact:Name irlQvk &pie( ZIrt Title Mammy,/lt./( Phone COO 23l -&-5e,c3 Intending to be legally bound,the undersigned Applicant hereby Fees to provide throughout this facility the following improvements. Improvements (ON SITE) (Leave spaces blank where they do not apply) Ouantitv Units Unit Costs($) Estimated Construction Cost(c) Site Grading '322-4Z1 CY $ 1.31 42-3,05 2. Street Grading t✓,ckic`-e6 Street Base Soo +On ZO. OO lit,)0'30Street Paving IA a_ Entrance Improvements(Per Sec.E.-7.2) t+nrl.uAe..d. t 1:a4 . Curbs,Gutters,and Culverts tr1G� Sidewalk na Stormwater/Drainage Facilities ACID C:( bet. '51+t.cfa4t.q Retention/Detention Ponds I VILIAActLci vi `✓th C��cic��nq Road Culvert vtCl,tA.ded lta-- e- C vau,tacte.- Grass Lined Swale t i1.G c\e-C� 1 Ditch Improvements IVLCW Subsurface Drainage E r4 q%445 l Ql' Sanitary Sewers/Sewage Facilities vttx.. Water Supply Com 91Ji Erosion Control Measures/BMP's 1 i V1i5 .91 S Fire Hydrants Co►vl?tat- Survey,Street Monuments/Boxes L^u Parking Area Street Lighting Street Names Signage&Pavement Marking 24,0.50 l$2q Fencing Requirements Landscaping(Seeding,Trees,etc.) Park Improvements SUB-TOTAL: I / 1OO,Z4 Engineering and Supervision Costs$ l V1 Cl�-��d tvt 2-o 4 Q tin"(Al IL (Testing,inspection,as-built plans and work in addition to preliminary and final plat;supervision of actual construction by contractors) TOTAL ESTIMATED COST OF IMPROVEMENTS AND SUPERVISION $ '10 G:2 ZS� • • • • • •EXHIBI A CashShee :{ 1 5IT gn• t> re ' •ge The above improvements shall be constructed in accordance with all County requirements and specifications, and conformance with this provision shall be determined solely by Weld County,or its duly authorized agent. Said improvements shall be corn e ac ing to the construction schedule set out in Exhibit B By: g Applicant {,L '5• l3 O L-';JJ3�{i_ Date (), (9 ty ,20 r y AA/WA-60— Title By: Applicant Date ,20 Title EXHIBIT B/-Time y Schedule(ON-SITE)&(OFF-SITE) Name of Subdivision,PUt),USR,RE,SPR: tnrC« eQU.4I Sititt5'Ylt 13v4iling/Case fart t Ilf fl2-A 1 Locution: U.g- intending to be legally bound,the undersigned Applicant hereby agrees to provide throughout this facility the folloning improvements. All improvements shall be completed within 2- years from the date of approval oF the final prat. Construction of the umprovements listed in Exhibit A shall be completed as follows: Improvements Time Schedule (Leave spaces blank where they do not apply) (ON--SITE) (OFF-SITE) Site Grading C4 2014 Street Grading 3 Street Base Street Paving Curbs,Gutters,and Culverts Sidewalk Stormwater/Drainage Facilities / ( +l �a.�� X01 f Retention/Detention Ponds Road Culvert rat 1 201 Grass Lined Swale Y 7 Ditch Improvements Subsurface Drainage Sanitary Sewers/Sewage Facilities Sanitary Sewer Forced Main Erosion Control Measures/BMP's 5 I y�� oO f� Laterals(house or building connected) P 1l f Water Supply and Storage 1 t! r/ 101'1 Water Mains(includes bore) T 4( Fire Hydrants re if Zo,1! Survey,Street Monuments/Boxes Parking Area Street Lighting Street Names Signage&Pavement Marking Fencing Requirements Landscaping Park Improvements Telephone Gas Electric �! 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I a PI it = e= 5 I3e y iiil 0a M r €"o ans F Ca "r sc� m > 'g„ W R a e ir z "` - x o z O \\_-_>-. " o Fa _ vo w°z e� � a e a o 40 L5 1 0 < ary til v r1-4-4 O x - no - (RR 0 -Li 2 a g G �- "- X R. o o a a 7- x - I it., Q 2 ELo P gag „'s. 04 z o Q ` . a s �`' O L R Z �Z — >4 O coo ri , \ 1 O cla O7 e .. e 2.g. a cn V In O IC ., V 0 e ti N m n r a 0; Q o ..m R.w O w q o ■� o O o r e& e a e. W R H ii o s" up NI U a It O a _ U — 8 El i ;12 11 F Ai ` ?Air Q C Iii E 'Ai _i' " e" a u '41 M Oro 0 'at ■I' P. P I��l v oow o e W h ii 8 R = P O = rr ca o It P z „, U a U p,^ < I o ",o..a.o..•a,. ,...••,•,a s�la."„,•s x..".d.,�,�M Ow..,h IRREVOCABLE STANDBY LETTER OF CREDIT ,,,, Letter of Credit Number: 835-3047 c Amount:U.S.S 706,286.00(seven hundred end six thousand two hundred end eighty six dollars and zero cents U.S.DOLLARS) This Letter of Credit is issued on March 10,2014 by Issuer in favor of the Beneficiary for the account of Applicant, The parties'names and their addresses are as follows: APPLICANT: PECKHAM DEVELOPMENT CORPORATION Entity Type;Corporation F� liPt) do/. a')3iQo Fart Collinss CO BO6J] / BENEFICIARY: Ft. (0/LriJ3t to fDSa BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY,COLORADO • Entity Type:Domestic Government Unit 1150 0 Street Greeley,CO 80631 ISSUER: FIRSTBANK • 10403 West Colfax Avenue Lakewood,CO 80216 1, LETTER OF CREDIT. Issuer establishes this Irrevocable Standby Letter of Credit !Letter of Credit) In favor of Beneficiary in the amount indicated above. Beneficiary may draw en this Letter of Credit with a Draft(or Drafts,if the maximum number of drawings Is greeter than one). Each Draft shell be signed on behalf of Beneficiary and be marked"Drawn under FtratBank Letter of Credit No.835-3047 dated March 10,2014." Drafts must be presented at Issuer's address shown above on or before the Expiration Date. The presentation of any Draft shall • reduce the Amount available under this Letter of Credit by the amount of the draft. This Letter of Credit sets forth in full the terms of Issuer's obligation to Beneficiary. This obligation cannot be modified by any reference in this Letter of Credit,or any document to which this Letter of Credit may bo related, This Letter of Credit expires on the Expiration Date. 2.DRAWINGS. Partial drawings shall not be permitted under this Letter of Credit."Draft"means a draft drown at sight. 3.DOCUMENTS. Each Draft must be accompanied by the following,In original end two copies except es stated: A.The original Letter of Credit,together with any amendments. Issuer shall be entitled to accept a draft and the documentation described above,as required by the terms of this Letter of Credit,from any person purporting to be an authorized officer or representative of Beneficiary without any obligation or duty en the part of Issuer to verify the Identity or authority of the person presenting the draft and such documentation. 4.EXPIRATION DATE. This Letter of Credit expires at the close of business at Issuer's address at 6:00 PM Mountain Time(Time)on March ID,2016(Date). Issuer agrees to honor all Drafts presented in strict compliance with the provisions of this Letter of Credit on or before the Expiration Date, 5.NON-TRANSFERABLE. This Letter of Credit is not transferable. • 6. APPLICABLE LAW. This Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits, 2007 Revision, International Chamber of Commerce Publication No.600 IUCPI,or any later version or amendment, This Letter of Credit is also governed by the laws of Colorado,except es those laws conflict with the UCP. ISSUER: flratEank / `,�ff l By Li trl/f/✓t/"�- Date —/4 Kevin f .Minner,Senior Vice President ryll G:U 9lll't Weld County Public Works Dept- Peckham Development Corporation Standby Letter Of Credit CQ/4XSEYOUNG00000000000674023030714N Wolters Kluwer Financial Services 01596,2014 Bankers Systems. Page 1 Big Thompson Investment Holdings, LLC PO Box 273180 • Fort Collins, Colorado 80527 Phone: 970-797-2187 • Fax: 970-692-8342 February 27, 2014 Mr. Richard Hastings Compliance Analyst&Construction Inspector Weld County Public Works 1111 H Street Greeley, CO 80632 Dear Mr. Hastings: Attached please find the Improvements Agreement According To Policy Regarding Collateral For Improvements, Big Thompson Investment Holdings, LLC"Hickman Minor Subdivision"—MINF12-0001, executed by Mark Goldstein, Manager for Big Thompson Investment Holdings, LLC. We will provide the appropriate collateral next week. Thank you, Larry Clark \� I�EV1r1 P. t(Li tiEYL X -2O - 339 - z73o a0_C(\HA,A Sto µ` `1T (2I< gt)LOSi � tvJ Hello