Thresher Wind CUP: Benefits, Risks, and Unanswered Questions
A plain-language guide to the October 28 CUP draft, explaining its provisions, their limits, and their implications for Seward County residents.
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Disclaimer: Prepared by a non-attorney for informational purposes only. This explainer is not legal or tax advice. Readers should consult the original CUP and agreement documents for their exact terms.
The October 28, 2026 proposed CUP is included in this file for reference. Source links throughout this guide point to the relevant provisions.
The draft delegates broad CUP waiver authority to the County Administrator and the Planning and Zoning Administrator
The draft grants either administrator power to excuse compliance with CUP provisions without a separate BOCC decision each time, unless the board retains that authority. Section II.14.j gives this power individually to the County Administrator and the Planning and Zoning Administrator. The delegation operates within the specific decision requirements and legal limits described below.
What the draft authorizes
Section II.14.j says the two administrators may “each individually interpret, waive, and enforce, any CUP provision,” unless the BOCC elects to retain that discretion from time to time. “Each individually” does not require the two administrators to act together. “Waive” goes beyond interpreting or enforcing a requirement. The clause itself does not limit waivers to minor or technical matters or require advance board approval, public notice, or written findings for each waiver. Discretion clause, pp. 17–18.
Interpretation, enforcement, and waiver are different powers. Interpretation determines what a requirement means. Enforcement requires compliance using the available procedures and remedies. Waiver excuses compliance to the extent covered by the waiver. Approving a report because it satisfies a requirement is administration; excusing the requirement to provide the report is a waiver.
The draft BOCC resolution approves the CUP on the terms of the resolution and its attachments. Section II.14.a incorporates the exhibits, including Exhibit D’s agreement minimum terms, into the CUP. Section II.7 expressly makes its amendment and waiver rules subject to an exception for § II.14.j. The waiver authority is therefore part of the delegation the BOCC is being asked to approve. Draft resolution, pp. 1–2 · Incorporation of exhibits, p. 17 · Amendment clause, p. 14.
Boundaries stated in the draft
The draft assigns particular decisions to particular officials or bodies. Section I.3.b requires a BOCC majority vote on the road, decommissioning, and contribution agreements. Exhibit D assigns certain road disputes to the BOCC and assigns approval of the certification for releasing road security to the Road and Bridge Director. These specific decision requirements must be read together with the general waiver authority. Agreement approval, p. 6 · Road appeals, p. 72 · Road security and disputed costs, p. 74.
The packet contains two directions for resolving conflicting provisions. CUP § II.14.g gives priority to the provision most specifically applicable, followed by harmonization where reasonably possible. The incorporated development plan says the provision most favorable to the county or most restrictive to Thresher applies. Both directions matter when interpreting a conflict; the general waiver clause cannot be read in isolation from the rest of the packet. CUP conflict rule, p. 17 · Development-plan conflict rule, p. 46.
The CUP requires compliance with applicable law and remains subject to the zoning regulations. Section II.14.n also makes Planning and Zoning Administrator approvals contingent on approval by other county personnel with relevant expertise or authority. Section II.14.j allows the BOCC to retain discretion. Compliance requirements, p. 4 · Retained discretion, zoning regulations, and personnel approvals, p. 18.
What the reviewed draft omits
The draft resolution contains no express reservation narrowing § II.14.j’s waiver authority. Although the CUP assigns specific decisions to the BOCC, the reviewed packet contains no general requirement for a BOCC vote before material taxpayer protections are waived. Section II.14.j supplies no minor-matters limit, dollar threshold, or express exclusion for financial protections, and no general procedure requiring public notice or written findings for its waivers.
Why it matters to taxpayers: a waiver can leave a requirement printed in the CUP while excusing compliance with it. That can reduce the payment, work, documentation, or other performance the county requires to the extent covered by the waiver. The concern is the breadth of the delegated power and the absence of a general board-approval safeguard for material waivers.
Finding from the reviewed draft: broad administrative waiver authority is granted, and waiver of material taxpayer protections is not expressly reserved as a category to the BOCC. Specific board-decision requirements and applicable legal limits remain in place.
Revenue in county context
For illustration, 22 turbines rated at 4.5 megawatts each would provide 99 MW of installed capacity. The application anticipates commercial operation in 2029. Assuming full 99-MW buildout and commercial operation that year, the CUP’s minimum rate of $3,940/MW for 2028 increases by 3% to $4,058.20/MW in 2029. That produces a first annual contribution of approximately $401,762 before qualifying deductions and county expenses. Full buildout and a 2029 payment are not guaranteed. Application timeline · Partial-buildout and delayed-start examples.
Payment illustrations use the stated minimum rate before deductions and the CUP’s 3% compounding formula, with dollar results rounded to the nearest whole dollar unless shown otherwise. A minimum per-MW rate does not guarantee a minimum total receipt when capacity or deductions change. The calculator starts with the rounded first payment. How this compares with the county’s advertised total.
The same contribution equals 3.49% of the county’s $11.51 million property-tax levy. The comparisons use the adopted 2027 budget and exclude the separately listed Rural Fire District. Budget authority is the amount the county may spend, not actual spending. Future budgets and valuations may differ. [2]
No household tax reduction is promised. The county decides how to use the contributions. The mill comparison shows the payment’s size, not a proposed tax cut. [1]
What would it cost to raise comparable revenue through property taxes?
For comparison, raising approximately $402,000 annually through an additional county levy on the tax base shown in the 2027 budget would require about 1.38 mills—comparable to the illustrated first-year contribution before deductions. A levy increase would be paid by property owners; the wind project’s other benefits and potential costs require separate evaluation.
The same additional mill rate applies to taxable assessed value. Kansas assesses residential property at 11.5% of appraised value and commercial or industrial real estate at 25%. That difference produces different tax amounts for properties with the same appraised value. [5]
| Property example | Appraised value | Assessment rate | Annual increase |
|---|---|---|---|
| Residential — per $100,000 appraised | $100,000 | 11.5% | $15.87 |
| Commercial/industrial real estate — per $100,000 appraised | $100,000 | 25% | $34.50 |
| Home appraised at the Census median value | $136,500 | 11.5% | $21.66 |
The $136,500 benchmark is the Census Bureau’s 2020–2024 median value of owner-occupied homes in Seward County. The example assumes a county appraisal of that amount; it is not a verified median tax increase from current county assessment records. [6]
How the property-tax examples are calculated
Annual increase = taxable assessed value × 1.38 ÷ 1,000.
Residential: $100,000 × 11.5% × 1.38 ÷ 1,000 = $15.87.
Commercial real estate: $100,000 × 25% × 1.38 ÷ 1,000 = $34.50.
Median-home example: $136,500 × 11.5% × 1.38 ÷ 1,000 = $21.66255, rounded to $21.66.
These examples assume fully taxable property in the stated class. Other property classes can use different assessment percentages or valuation methods; agricultural land uses agricultural-use valuation rather than ordinary market value.
At the budget’s $290,624,043 assessed tax base, exactly 1.38 mills would levy $401,061.18. Matching the unrounded $401,761.80 first-payment calculation would require approximately 1.382411 mills. The property-tax examples use the rounded 1.38-mill rate throughout and compare one year of revenue.
The ten-year figure needs the same context
With commercial operation in 2029, all 99 MW throughout, and 3% annual increases, ten contributions total approximately $4.61 million—an average of $460,575 per year, before deductions and county expenses. This is the sum of future payments, not discounted to today’s dollars. It is not a guaranteed minimum. Read contribution terms.
How does this compare with the county’s advertised $4,605,480?
Both figures use ten payments from 2029 through 2038 and assume all 99 MW count throughout. Applying the CUP’s stated 3% compounding formula gives $4,605,748.79. Multiplying the whole-dollar per-MW rates printed in the CUP’s table by 99 MW gives the county’s advertised $4,605,480. The difference is $268.79 over ten years; both are approximately $4.61 million before deductions.
The main illustration uses the application’s anticipated 2029 start. Rates increase by calendar year even before operations begin. These totals exclude the separate $287,000 initial payment.
County’s advertised total · CUP formula and printed rate table, PDF p. 65 · Application timeline.
The CUP does not require Thresher to build or complete the project. If the project never reaches commercial operation, annual contributions do not begin. If fewer turbines are built, the capacity used to calculate payments may be smaller. The $4.61 million figure is therefore a full-project illustration, not a guaranteed payment total. The $287,000 initial payment is a separate obligation tied to the CUP’s effective date. Read the no-development-obligation clause · See what payments are required and what remains conditional.
The initial $287,000 payment for county costs and impacts is separate from recurring revenue. Future project property taxes and contribution adjustments require separate analysis to avoid double-counting. [1]
Would the 3% annual increase keep pace with inflation?
At 3% annual inflation, the 3% payment increase would preserve purchasing power. Higher inflation would reduce what the payment buys; lower inflation would increase it, assuming unchanged capacity and no deductions. The CUP specifies a fixed 3% increase rather than an adjustment to actual inflation. Read the annual-payment terms.
For context, U.S. consumer prices rose at a compounded average of 3.11% per year from 2015 to 2025. The rate was 4.46% over 2020–2025 and 1.77% over 2015–2020. The 3% increase is close to that ten-year rate, but the shorter periods show how much inflation can vary. These are historical comparisons, not forecasts. [4]
The Consumer Price Index measures household prices. County legal, road-repair, and removal costs may rise at different rates.
What would different inflation rates mean over the payment period?
Assume 99 MW throughout, a calculated first payment of $401,761.80 (approximately $401,762) in 2029, and no deductions. The tenth payment in 2038 would be approximately $524,208 after nine annual 3% increases. Its purchasing power would depend on inflation:
| Annual inflation | Tenth payment in 2029 dollars | Change in purchasing power |
|---|---|---|
| 2% | $438,634 | 9.2% higher |
| 3% | $401,762 | Unchanged |
| 4% | $368,302 | 8.3% lower |
These scenarios compare the gross payment’s purchasing power with the first payment, before deductions and county costs. No inflation rate is assigned a probability.
Which inflation measure and calculation are used?
The historical comparison uses BLS annual-average CPI-U, U.S. city average, all items, not seasonally adjusted. Published index values are 237.017 for 2015, 258.811 for 2020, and 321.943 for 2025. The comparison ends in 2025 because a full-year 2026 average is not yet available.
“Compounded average” means the constant yearly rate that produces the same total price increase over the stated period. This matches the compounding method used for the contribution.
Average annual inflation = (ending CPI ÷ starting CPI)^(1 ÷ years) − 1.
Tenth payment in 2029 dollars = $401,761.80 × [1.03 ÷ (1 + assumed inflation)]^9, rounded to the nearest dollar.
BLS calculated its published 2025 annual average from 11 months because October data were unavailable during the federal shutdown. The figures here use that published average. Sources: BLS annual CPI table and BLS explanation of the 2025 calculation.
When do payments begin—and what if fewer turbines are built?
What the CUP says
Annual contributions begin in December of the year the project reaches commercial operation (COD), for a total of ten consecutive annual payments. Exhibit D bases the amount on “nameplate installed wind generating capacity,” at a minimum rate of $3,940 per MW for 2028, increasing 3% each subsequent calendar year, before qualifying deductions. The formula uses capacity, not the amount of electricity sold. Read the annual-payment terms — PDF pages 65–66.
What payments are guaranteed?
The CUP does not require Thresher to build or complete the project. Section I.2.a expressly states that it creates no obligation or promise to pursue or complete any portion of the project. If the project never reaches commercial operation (COD), annual contributions do not begin. If only part of the project is built, the capacity counted toward payments may be smaller. No-development-obligation clause — PDF page 4.
The $4.61 million total is therefore not guaranteed. That ten-year illustration assumes COD in 2029, the full 99 MW counted throughout, 3% annual increases, and no qualifying deductions. The CUP does not promise that total if the project is never built or only partly completed, and it does not provide a minimum annual contribution that must be paid even if the project never reaches COD.
The $287,000 initial payment is a separate required payment under the proposed CUP. Section II.1.a makes it due within 45 days after the CUP’s effective date, subject to § II.2’s approved-invoice and payment-instructions conditions. Its trigger does not depend on COD. Initial-payment terms — PDF page 11 · Payment conditions — PDF page 11.
Payments beyond $287,000 can become due when their stated conditions are met. Annual contributions begin with project COD and depend on the capacity counted and applicable deductions. Specified legal-expense reimbursements depend on qualifying County costs and the reimbursement conditions; they repay expenses rather than represent entirely new revenue. Later-year supplemental contributions and other reimbursements or remedies have their own triggers. These obligations do not establish a fixed minimum of additional annual revenue if the project never reaches COD. Annual and later-year contribution terms — PDF pages 65–66 · Expense-reimbursement terms · Default procedures and remedies.
Calculating payments if construction occurs in stages
The draft provides one project-level sequence of ten annual payments based on installed nameplate capacity. It does not specify the COD milestone for partial operation, when a turbine enters the capacity calculation, the annual capacity measurement date, or a new ten-year payment period for later-added turbines. These details affect a phased project’s calculation. The examples below illustrate the payment terms; they are not a construction forecast.
Pre-COD requirements — PDF page 9 · Capacity and payment wording — PDF page 65
The interpretation rules and the definitions in the reviewed documents
The reviewed zoning regulations and application do not supply the missing COD milestone or installed-capacity measurement rule. Page 9 of the CUP requires confirmation that the conditions preceding COD have been met; it does not define the production milestone itself.
Sections II.14.c–d provide rules for interpreting capitalized terms: terms in the main CUP follow its stated hierarchy of CUP definitions, consistent exhibit definitions, zoning definitions, and zoning interpretation rules; terms in an exhibit are defined under that exhibit. Zoning § 1-104 directs ordinary or customary meaning and context for undefined words. These rules give a basis for interpretation even where an express definition is missing. They do not themselves specify the production milestone or capacity measurement date for these scenarios.
Exhibit E’s neighbor agreement separately defines an “Operations Date” by first production of electricity in commercial quantities. It does not expressly identify that date as the COD trigger for the county contribution. The neighbor agreement’s definition therefore supplies no express county-payment trigger.
CUP interpretation rules, p. 17 · Neighbor agreement, pp. 76–78 · Zoning interpretation rules, PDF p. 16 · Reviewed application.
Payment obligations under different construction and production scenarios
These scenarios compare the same payment terms at different levels and stages of completion.
| Scenario | What the CUP says | Effect on revenue and calculation limits |
|---|---|---|
| 1. The project never reaches COD. Nothing is built, or the project stops before reaching COD. | Annual contributions do not begin. The separate $287,000 initial payment is tied to the CUP’s effective date, subject to its payment conditions. | The county receives no annual contribution for a year before COD. |
| 2. A permanently smaller project. Only some of the planned 22 turbines are ever installed and brought into production. | Thresher has no obligation to complete all 22. Annual contributions use installed capacity. | Less capacity counted at the same per-MW rate produces a smaller payment. |
| 3. Construction and production in stages. Some turbines produce while others remain unbuilt, under construction, undergoing testing, or waiting for infrastructure. | The first annual contribution is due in December of the project’s COD year. | The draft does not specify whether the first producing group establishes project COD. That omission affects when the county’s ten-payment period begins. |
| 4. All 22 are physically installed, but only some are capable of producing electricity. Assume project COD has occurred. The remaining turbines still require connections, testing, or other work. | The formula uses installed nameplate capacity. It does not expressly limit payment to turbines that have begun producing electricity. | The draft supplies no express test for counting physically installed turbines that are not yet capable of production, and no annual measurement date. The amount owed depends on that interpretation. |
| 5. Additional turbines begin producing after payments have started. These may be newly installed turbines or previously installed turbines that finish testing or connection work. | The CUP specifies ten consecutive annual payments beginning in the project’s COD year. It does not expressly give each later turbine a new ten-payment period. | Later capacity is subject to the project’s existing payment period, with no express new ten-payment term for each turbine. The draft does not specify when previously uncounted capacity enters an annual calculation. Production by an already-counted turbine adds no new nameplate capacity. |
| 6. The full project is completed at the outset. Assume project COD occurs in 2029 and all 22 turbines count toward payment. | At 4.5 MW per turbine, 99 MW × $4,058.20/MW = $401,761.80, or approximately $401,762 before deductions. | This calculation assumes the stated COD year and full capacity qualify. It illustrates the full-project payment; it does not guarantee completion or the amount ultimately received. |
What the capacity counted means in dollars
Annual contribution = capacity counted (MW) × applicable annual rate − qualifying deductions.
These examples apply the calculated 2029 minimum rate of $4,058.20/MW to different amounts of capacity, assuming 4.5 MW per turbine, that the annual-payment obligation has begun, and that the listed capacity counts toward payment.
| Turbines counted | Capacity counted | Contribution before deductions |
|---|---|---|
| 10 | 45 MW | $182,619 |
| 22 | 99 MW | $401,762 |
Is the first annual contribution reduced if commercial operation begins late in the year? Assuming project COD has been established, the CUP specifies a payment in December of that year. It does not expressly provide for prorating that payment based on the number of months of operation. The stated payment formula contains no reduction based on the number of months operated in that first year.
Compare these scenarios with the payment wording — PDF pages 65–66 · Turbine specifications — PDF page 51
How does a later commercial-operation year affect payments?
These examples assume project COD occurs in the stated year and show how the schedule and minimum rate change.
- The payment schedule moves: the main illustration assumes COD in 2029 and payments from December 2029 through December 2038. If COD instead occurs in 2030, the ten payments would run from December 2030 through December 2039.
- The per-MW rate keeps rising during the delay: the clause specifies cumulative 3% annual escalation from the 2028 base even if COD occurs later. The formula gives $4,179.946/MW in 2030. If all 99 MW count, the first payment would be $413,814.654—approximately $413,815—before deductions. The printed whole-dollar rate table and the compounding formula produce slightly different totals. Formula and printed-table comparison.
- No separate catch-up payment is specified: if COD is first established in 2030, the clause does not provide a separate annual contribution for 2029 or earlier years.
Read the payment trigger, escalation, and deductions — PDF pages 65–66
What payment or recourse applies if fewer than 22 turbines are built—or none are completed?
The CUP does not require Thresher to build or complete the project. Section I.2.a expressly states that it creates no obligation or promise to pursue or complete any portion of the project. Building fewer than 22 turbines, or not completing the project, is therefore not by itself a breach of a promise to build all 22. Other payment, repair, restoration, and compliance obligations remain governed by their own terms. No-development-obligation clause — PDF page 4.
The CUP expressly acknowledges that County benefits will be reduced if the entire project is not developed and operated for its contemplated useful life. Section II.1 then requires a $287,000 initial payment, due within 45 days after the CUP’s effective date, and specified reimbursements of County legal expenses. These payments are subject to the CUP’s payment conditions, including invoicing. The initial-payment trigger does not depend on COD or completion of all 22 turbines.
The CUP does not specify an additional payment per unbuilt turbine or guarantee annual contributions equal to the 22-turbine illustration. The initial payment is not stated to replace lost annual contributions dollar for dollar.
Ending the permit does not automatically erase Thresher’s obligations. Section II.13 says that, after the CUP terminates or expires, Thresher remains liable for County costs arising from damages caused by breaches of the CUP or regulations and for obligations that reasonably survive, including decommissioning and restoration, applicable road-use obligations, and payments due to the County. It states a three-year survival period for the obligations in that paragraph, while preserving County rights and remedies under other agreements or documents. This preserves applicable obligations; it does not guarantee the projected annual contributions or payment for turbines never built. Read the survival clause — PDF page 16.
Permit and development-plan deadlines: § II.10 addresses failure to begin defined construction within three years and cessation of the permitted use for six months, subject to its stated terms and the BOCC’s authority to agree otherwise. Development-plan approval has a separate one-year construction deadline and one possible one-year extension. If that plan is voided, § II.10 requires construction and use to cease even while the CUP remains in effect, unless the BOCC agrees otherwise. Read both deadlines. Section II.12 also allows revocation or termination following a default under its procedures.
These protections may require enforcement. If the parties disagree about a breach, the work required, amounts owed, or which obligations survive, the CUP provides notice and applicable cure procedures and directs disputes to a court of competent jurisdiction. Those procedures can delay performance or payment and require county staff time and legal expense. Dispute provision — PDF page 14 · Disputes and default procedures — PDF page 15.
Reduced-benefit acknowledgment and initial payment — PDF page 11 · Default procedures and remedies — PDF pages 15–16 · Permit duration — PDF page 14 · Individual-turbine decommissioning — PDF page 67
What could reduce the annual contribution?
The $401,762 illustration is the contribution before the reductions listed in Exhibit D § 2. The draft provides ten annual contributions beginning in the commercial-operation year, lists tax-related reductions, and separately provides revenue-shortfall protection for operating years 11–20. These are distinct payment provisions. Read Exhibit D §§ 1–2 — PDF pages 65–66.
The reduction clause covers “payments due under this Agreement.” It is not limited to the first ten contributions; continued payments under the extended-exemption provision must also be read with it. The years 11–20 make-up provision begins “Notwithstanding any other provision herein,” giving that protection priority over conflicting payment terms. How the later-year payments work.
The agreement lists possible reductions; it does not establish an actual deduction amount. The discussion below reports the payment terms. It does not determine which taxes Thresher will owe or which exemptions apply to particular property or purchases.
Payment illustration: a $100,000 reduction from the illustrated $401,762 contribution would leave a $301,762 payment. This explains the effect of a deduction, not a forecast that such a deduction will occur.
If Thresher signs a higher-rate agreement with Meade or Gray, Seward’s agreement must be amended to match
Exhibit D § 3 protects Seward if Thresher signs a new contribution agreement or amends an existing one with Meade or Gray County at a higher annual rate per megawatt than Seward’s. Seward County and Thresher must then amend Seward’s agreement to match that annual per-megawatt payment structure.
The matching provision contains inconsistent references. It refers to payments “set forth in Section 3,” although the annual-payment terms are in Section 1, and then names an agreement with “Seward County” as the match even though the trigger concerns Meade or Gray. The stated trigger is a higher payment elsewhere; the inconsistent references create room for dispute about implementing that protection. Read the parity clause, PDF p. 66.
The five reduction categories listed in the draft
- Property taxes: real or personal property tax due on property in Kansas, owned by Thresher Wind and associated with operating the facility.
- Specified sales or use taxes: Kansas taxes due on purchases for construction or enlargement of the facility, and specified machinery or equipment used in production or handling its output.
- Other Kansas state or local taxes: taxes imposed on the facility’s income, operations, or property, excluding Kansas income tax, franchise tax, and sales/use tax from this category. Specified sales/use taxes are listed separately in item 2.
- Changes to specified tax benefits: amendments after the agreement date to the Kansas laws or regulations named in § 2(d) that reduce benefits available to Thresher Wind or the facility.
- Mortgage registration tax: listed in § 2(e).
These are the draft’s categories, not findings that Thresher owes each tax or qualifies for each benefit. Listing a tax in the agreement does not itself impose that tax.
The reduction clause and the years 11–20 county-revenue calculation
The reduction clause applies to payments due under the agreement and lists specified taxes imposed on Thresher by Kansas or its governmental subdivisions. It does not restrict the list to taxes levied for Seward County or expressly limit deductions to the first ten payments.
The years 11–20 calculation is a separate make-up payment with express priority over conflicting terms. It counts only taxes on the wind project that are levied for Seward County government itself. For a property-tax bill, that means the county government’s portion, excluding the amounts for USD 483 and other taxing entities. If the county’s portion falls below the agreement’s benchmark, Thresher pays the difference. See the dollar example below.
This distinction describes which amounts the two provisions address. The reviewed draft does not establish a shared tax bill or a deduction against several counties’ payments. No such deduction is included as a projected taxpayer cost in this guide.
A contribution reduction is different from a county expense
A deduction reduces the money Thresher pays the county. A county expense is money the county spends. Both affect the county’s net benefit, and they are separate entries in the guide’s financial examples.
Section 2 lists tax-related reductions. It does not list landowner rent, road-repair spending, decommissioning deposits, legal or financing expenses, the initial $287,000 county payment, or contributions under a separate school agreement as deductions from the annual contribution.
How the draft handles deduction amounts and disputes
No general deduction cap: the reduction paragraph specifies no annual cap or minimum payment remaining after deductions. The separate years 11–20 make-up obligation has express priority over conflicting payment terms. Its protection must be considered alongside the broader deduction language.
Calculation details: the reduction clause does not specify which contribution year absorbs a pre-operation tax, how later tax refunds affect an earlier reduction, or a detailed formula for valuing the loss of a listed tax benefit. These omissions limit what can be calculated from the draft alone; they do not establish that any particular deduction will occur.
Disputes: Exhibit D § 4 requires written notice, a meeting within ten days, and good-faith negotiation before the stated route to legal remedies. A disputed reduction can require county time and legal expense to resolve.
Years 11–20: county taxes plus a make-up payment if needed
The county counts its own portion of taxes on the wind project. Under the second paragraph of Exhibit D § 2, if that amount is below the agreement’s payment benchmark in an operating year from 11 through 20, Thresher must pay the difference. The obligation depends on the project remaining in operation.
This paragraph begins “Notwithstanding any other provision herein.” That gives the years 11–20 make-up obligation priority over conflicting payment provisions, including the general reduction language.
For property taxes, the amount counted is the portion levied for Seward County government itself. Amounts for USD 483 and other taxing entities are excluded, even if collected on the same tax bill. “Taxes on the wind project” is a description of what is being taxed, not the name of a separate or special tax.
Example: $300,000 in county property taxes plus a $100,000 make-up payment
Suppose the agreement’s benchmark for a year is $400,000, and the county government’s portion of property taxes on Thresher’s wind-project property is $300,000:
- County property taxes: $300,000. This is the county government’s own portion, excluding school taxes and amounts for other taxing entities.
- Thresher’s additional payment: $100,000. This makes up the difference between $300,000 and the $400,000 benchmark.
- Total received by county government: $400,000. The county receives the property taxes plus the make-up payment, rather than a full $400,000 contribution on top of those taxes.
These are illustrative amounts, not a tax estimate or a stated payment schedule. The draft measures taxes “levied”—the amount imposed—not taxes actually collected. This example assumes the $300,000 is both levied and collected.
After operating year 20, this make-up obligation ends even if the project continues operating. Section 2 no longer requires Thresher to supplement county tax revenue up to the agreement’s benchmark. County receipts can therefore fall below that benchmark. Whether lower receipts produce a budget gap or additional taxpayer burden depends on county spending, other revenues, and future decisions.
A separate rule addresses an exemption extending beyond year ten. Exhibit D § 1 applies if, after the agreement’s execution date, the project becomes exempt from property taxes for years beyond year ten. It requires continued annual contributions until the earlier of the exemption ending and the project becoming taxable, or the project being decommissioned and no longer operating. That provision has no express year-20 cutoff. These continued payments remain subject to the agreement’s payment terms, including the reductions and the overriding years 11–20 protection.
The extended-exemption clause states starting rates of $5,295/MW for a 2028 commercial start or $5,454/MW for a 2029 start, followed by 3% annual increases. Those are contractual payment terms; the clause does not determine the project’s exemption eligibility.
The benchmark: § 2 refers to the “amounts provided for in this Agreement” and supplies no separate year-by-year benchmark table for all of years 11–20. The amount requires interpretation with the payment and escalation terms.
Read § 1’s extended-exemption payments — PDF page 65 · Read § 2’s years 11–20 shortfall protection — PDF page 66
Does the assessment cover the complete project?
What benefits would the wind project provide to Seward County and its residents, what costs and risks would remain, and does the available evidence show that the benefits outweigh them? Answering that question requires understanding the supporting infrastructure as well as the turbines.
The October 28 CUP packet covers a defined part of the project: 22 turbines, gravel access roads, and underground collection lines. Its development plan excludes substations from its approved improvements and requires missing transmission-equipment information with the specified construction or site-work application. The fiscal assessment therefore concerns this defined Seward CUP and its obligations. CUP scope · Development-plan terms.
| Component or review | What the CUP packet establishes |
|---|---|
| Turbines and access roads | The CUP includes 22 turbines and gravel access roads. The development plan lists a ground-to-blade-tip height of 609 feet for the described turbines. CUP scope · Turbine specifications. |
| Underground collection lines | Included in the CUP. The development plan describes private lines connecting turbines to substations, with separate requirements for lines in public roads or rights-of-way. Collection-line terms. |
| Substations | The development plan says they were not included in the submitted map and are not among its approved improvements. The application describes four collector substations outside Seward County. Application, pp. 11–13. Development-plan wording. |
| Transmission equipment | The development plan says information was missing apart from underground collection-line routes. It requires that information with an application for construction, improvements, or site work. Missing-information requirement. |
| Further review | The development plan requires updates addressing missing elements before work begins and says those updates require Planning Commission approval. Review requirement. |
These findings describe the reviewed packet, not the status of every approval for the broader development. The records reviewed do not establish the routes, ownership, separate approvals, or county financial responsibility for facilities outside this CUP.
Supporting infrastructure: what this permit covers and why it matters
- Locations and scope: this CUP includes the project’s private collection lines and access roads on the permitted property. The application places four collector substations outside Seward County; the CUP does not approve those substations.
- Costs outside this CUP: the reviewed packet does not allocate all costs of the broader development’s substations, transmission connections, and grid upgrades. Those costs cannot be assigned to Seward taxpayers from this CUP alone.
- Development-plan review: the draft requires missing plan elements to be submitted for Planning Commission approval before the specified site work. Staff-only approval of those missing elements is expressly excluded.
- Protection follows the covered work: the CUP’s road, insurance, indemnity, and restoration provisions apply within their stated scope. They do not establish comprehensive coverage for every facility in the broader development.
- Operating dependencies: annual contributions begin with COD. Any infrastructure delay that postpones COD also postpones the start of those contributions; the draft provides no annual contribution for a year before COD.
The application describes four collector substations outside Seward County, with a 34.5-kV collection system stepped up to 345 kV. That description establishes the proposed connection arrangement, not its approval status or a county obligation to pay for it. Application, PDF pp. 11–13.
How do county finances relate to benefits and risks for residents?
County receipts are one part of the assessment. Private lease income, employment, and local business activity may also benefit residents. The amounts and distribution of those benefits have not been quantified here.
Effects on neighboring property, land use, roads, and emergency services also matter to residents. The draft includes these operating protections:
- Residence setbacks: at least 1,000 feet from each defined Occupied Residence, increasing to 1,900 feet for an Occupied Residence on Non-Participating Land.
- Sound: turbine sound must not exceed 50 dBA outside or inside an Occupied Residence on Non-Participating Land.
- Shadow flicker: no more than 30 hours annually at the exterior of those residences.
- Lighting: Thresher must diligently pursue approval of a light-mitigation system for all towers, install an approved system as soon as possible after construction commencement, and operate it as continuously as possible after commercial operation.
Which residences qualify: “Occupied Residence” means a residence occupied as of September 16, 2025. “Non-Participating Land” means Seward County land for which, as of the CUP’s effective date, no owner of the fee-title surface estate has entered a contractual agreement with or for Thresher’s benefit. Those definitions determine where the stated protections apply. The administrator waiver authority and landowner enforcement-waiver provision also affect how the conditions are enforced. Setbacks, sound, and flicker — p. 5 · Lighting and enforcement waiver — p. 6.
The draft assigns specified road and liability responsibilities but does not quantify the remaining effects on property values, service costs, or individual households. Turbine height describes the project’s scale, not the dollar value of those effects.
The economic question: how do the county’s receipts and private benefits compare with the costs borne by the county, neighboring owners, and other residents? The payment illustrations answer part of that question; the reviewed documents do not supply a complete valuation of those benefits and costs.
Thresher’s payment obligations and the limits of county protections
“Proposed CUP” means the October 28, 2026 conditional use permit packet, including Exhibit D’s minimum terms for the three future agreements.
Open the explanations below for conditions, exceptions, and links to the CUP wording.
| Subject | Proposed obligation or remedy | Limits and conditions | Taxpayer significance |
|---|---|---|---|
| Initial county payment | Pay $287,000 within 45 days after the CUP’s effective date. CUP § II.1.a. | A one-time payment, subject to § II.2’s approved-invoice and payment-instructions conditions; separate from annual contributions and later legal-cost reimbursements. | Offsets county costs and impacts once due; the fixed amount does not track the county’s eventual total costs. |
| Annual contribution | Make ten annual payments beginning in the commercial-operation year, based on installed capacity and a minimum rate of $3,940/MW for 2028, increasing 3% annually before deductions. Contribution terms. | The reduction clause applies broadly to payments under the agreement. The years 11–20 make-up obligation has priority over conflicting terms and ends after year 20. Extended exemption has a separate payment rule. Later-year terms. | Provides revenue whose amount changes with capacity and deductions. No annual contribution is due before COD. After year 20, county tax revenue can fall below the benchmark without a make-up payment under § 2. Timing examples · Deduction effects. |
| Permitting legal costs | Reimburse 50% of specified permitting legal costs above $287,000, and 100% of specified covered-claim and enforcement legal costs. CUP § II.1.b–d. | The county retains its share of the 50% category. Eligibility, itemized invoices, good-faith disputes, and special timing conditions limit reimbursement. Details. | Leaves half of the specified excess permitting legal costs with the county, plus excluded expenses. Payment conditions and disputes affect county cash flow. |
| Defense and covered claims | Defend and indemnify the county for listed claims, including property-owner challenges to the legality of County Permitting and claims arising from Thresher’s permitting breaches, legal violations, or negligence. CUP § II.3. | Excludes county negligence, willful misconduct, or legal violations to the extent finally determined by a court. Separate county co-counsel is at county expense while Thresher properly controls the defense. Details and property-owner examples. | Transfers covered claim costs to Thresher. The county retains excluded liability and specified separate-counsel costs; recovery depends on coverage and collection. |
| Enforcement and collection | Provide county remedies for default, including damages, specified self-help reimbursement, and reasonable enforcement costs. CUP § II.12. | Notice, cure periods, and cost-recovery conditions apply. Exhibit D contains different dispute and remedy procedures. Details. | Provides ways to seek performance and recovery, with procedures that can require county time and expense before payment arrives. |
| Project road damage | Restore covered roads; reimburse specified emergency repairs; provide at least $2 million through a bond, parent guarantee, or letter of credit before “Construction Activities on the Roads.” Maintain at least $7 million in aggregate liability insurance during construction. Road terms. | Security release requires certification of commercial operation, payment of incurred road obligations, and no outstanding county payment claims, approved by the Road and Bridge Director. Claim terms remain for negotiation. Security and insurance details. | Places covered repair costs on Thresher. The $2 million is security, not a stated repair-cost cap. Disputed costs determined due by the BOCC must be paid within ten days. Dispute terms. |
| Ongoing project insurance | Maintain the liability insurance described in Exhibit C under § I.2.s. The certificate lists $1 million per occurrence and a $2 million general aggregate. CUP requirement · Certificate. | The maintenance obligation is separate from construction-period road coverage. A certificate is not the policy and does not itself confer rights on the county. | Requires continuing coverage. The certificate alone grants the county no policy rights; the road terms separately require additional-insured status during construction. Details. |
| Removal and restoration | Establish a bank fund with the county and bank named in its documentation; fund estimated removal costs less estimated salvage before construction on each property. Restoration terms. | Estimates reset every seven years. A county objection within 60 days leads to an independent engineer paid by Thresher. County access follows the agreement’s default and cure terms. Details. | The fund supports cleanup; its balance is not a stated cap on Thresher’s duty. Salvage deductions reduce the deposit, including the draft’s addition of county recovery costs to the salvage deduction. Actual sufficiency depends on costs and recoveries. |
| Ownership changes | Assign CUP obligations before and after a transfer to the respective parties; a partial assignee takes only the assigned obligations. CUP § II.6. | Affiliate transfers and qualifying credit-rated transfers can proceed on notice. Other unaffiliated transfers require county consent, which cannot be unreasonably withheld, conditioned, or delayed. | Places post-transfer CUP duties on the successor for the assigned portion. The original developer’s resources are not a continuing guarantee of the successor’s performance. |
Source: proposed CUP, PDF pp. 11–16 and 65–75. The table reports the reviewed obligations and their taxpayer implications. The linked source index quotes the provisions. Actual losses, insurance recoveries, and funding adequacy depend on costs and instruments beyond the stated requirements.
Conditions behind the overview
Cost-sharing: which county expenses does Thresher pay?
- Initial payment: § II.1.a requires $287,000 within 45 days after the CUP’s effective date. Section II.2 also requires an approved invoice and payment instructions. This is separate from the annual contribution; the reimbursement invoice timetable below should not be substituted for the initial-payment trigger.
- 50% reimbursement: § II.1.b covers 50% of county attorney’s fees and costs above $287,000 related to “County Permitting,” except where the specified 100% provisions apply.
- 100% reimbursement: § II.1.c covers reasonable attorney’s fees and costs incurred after the effective date under § II.3.a (covered claims) or § II.12.q (specified dispute and enforcement costs), subject to those provisions’ limits.
- Documentation and scope: § II.1.d limits reimbursement to qualifying attorney’s fees and costs directly attributable to the project. It requires itemized invoices, names, rates, dates, time entries, and no block billing. The wording also refers to out-of-pocket costs incurred and paid by the county.
- Timing and disputes: payment is generally due 45 days after Thresher receives an invoice, unless reasonably disputed in good faith. For the 50% category, payment is not due sooner than 90 days after the county delivers proposed versions of all three agreements after the effective date, or if the county is in violation or CUP Default of § I.3.b.
Taxpayer effect: the county retains its share of eligible costs and expenses outside the reimbursement language. Disputed invoices also require time and money to resolve, delaying recovery.
Indemnity: which claims and defense costs are covered?
Indemnity here means Thresher’s obligation to defend the county and bear covered claims, losses, liabilities, and reasonable legal costs. Section II.3.a lists six categories, including Thresher’s permitting breaches, specified violations or misconduct, certain property-description and notice information, certain Thresher challenges, and third-party challenges to County Permitting.
Will Thresher pay for the county’s legal defense if a property owner sues? Yes, when the suit brings a covered claim against the county. For example, if an owner sues Seward County challenging the legality of its project approval, § II.3.a.vi requires Thresher to defend the county and bear covered legal costs. This is a defense obligation, not merely a promise to pay a judgment after the county loses. Naming the county as a defendant does not by itself trigger coverage; the claim must fall within one of the listed categories.
Who hires and pays the lawyers? Thresher has the right to provide and control the county’s defense, using counsel reasonably satisfactory to the county and meeting the conditions below. While it properly provides that defense, the county pays for any separate co-counsel it chooses to retain. If the county incurs covered reasonable legal fees itself, § II.1.c provides 100% reimbursement, subject to the invoice, dispute, and coverage terms; that is not a promise to pay every county legal bill or the expressly excluded separate co-counsel expense.
- Property-owner challenges to the permit: a property owner suing the county is a third party. Section II.3.a.vi covers claims against the county related to the validity, enforceability, or legality of County Permitting. This includes a property owner’s challenge to the legality of the county’s project approval, subject to the county-fault exclusion below.
- Property-owner damage claims: §§ II.3.a.i–iii cover claims against the county arising from or related to Thresher’s permitting failures or breaches, specified violations of law, or negligence or willful misconduct. A property owner’s damage claim tied to those grounds falls within the listed coverage. The clause does not make every claimed loss of property value, noise impact, or other project effect a covered claim merely because the claimant owns property in or near the project.
- Property descriptions and notice information: § II.3.a.iv also covers claims concerning the accuracy of specified property and ownership information supplied by Thresher or its selected vendor and relied on solely by the county, including information for properties entitled to written notice.
- Who controls the defense: for covered third-party claims, Thresher may assume the defense with counsel reasonably satisfactory to the county if it meets the notice, actual-conflict, and diligent-defense conditions.
- Separate county counsel: while Thresher properly conducts that defense, the county may retain separate co-counsel, but the CUP puts that expense solely on the county without reimbursement.
- County-fault exclusion: § II.3.b excludes coverage to the extent a claim arises from county negligence, willful misconduct, or violation of law, solely to the extent finally determined by a court. An allegation of county fault is not itself that final determination.
- County insurance: for the information-accuracy claims identified in § II.3.a.iv, the CUP states that the county has specified insurance of at least $500,000 as of the effective date, requires it to maintain that coverage before commercial operation, and requires timely pursuit of available coverage. The stated obligation concerns these specified claims.
County insurance expense: § II.3.b states that the county already carries the specified coverage and requires it to maintain that coverage, or comparable replacement coverage, before COD. Maintaining coverage is a county obligation. The draft identifies no additional premium and contains no express provision specifically reimbursing county insurance premiums. The $287,000 initial payment addresses county costs broadly. Any incremental insurance expense depends on the county’s existing policy and the cost of satisfying the requirement.
Taxpayer effect: Thresher must defend the county and bear covered losses, including covered claims brought by property owners. The provision protects the county; it does not promise compensation to every affected property owner. Exclusions and specified separate-counsel expenses remain with the county, and a coverage or payment dispute can delay recovery.
Enforcement: how would the county require performance or collect money?
- Notice and time to correct a default: § II.12 generally requires written notice and an opportunity to cure. Undisputed monetary claims have a 45-day period measured from the later specified trigger; other defaults follow different rules. Section II.12.c excludes a cure period for certain failures to satisfy pre-construction or pre-COD conditions, subject to the administrator provision stated there.
- Available remedies: the CUP lists fines, actual damages, county performance of certain unfulfilled obligations (“self-help”), suspension, and revocation or termination subject to the stated requirements. It also provides specified reasonable dispute/enforcement costs and 15% annual interest on overdue amounts.
- Cost recovery: § II.12.q is subject to § II.3 and the invoice and reimbursement requirements in § II.1.
- The agreement procedures differ: contribution terms call for notice and negotiation; removal terms call for negotiation and mediation before formal court action, with mediator fees split equally and each party bearing its other mediation costs.
- Disputed road costs: road § 15 calls for written notice and a good-faith meeting about a disputed charge. The BOCC then determines the dispute after giving Thresher a reasonable opportunity to present its reasons. Thresher must pay an amount the BOCC determines is due within ten days. Road § 16 separately provides notice, a reasonable opportunity to cure, and court remedies. Road cost disputes, pp. 74–75.
- Different court remedies: the CUP describes cumulative remedies. The road terms instead specify court orders requiring performance or preventing a breach as the exclusive remedies. Both sets of terms and the packet’s conflict rules must be considered when interpreting a road dispute. Exhibit D’s general attorney-fee provision expressly yields to CUP §§ II.1–3 when they conflict.
Taxpayer effect: the county must administer the applicable notice, cure, and recovery procedures and commit resources during a dispute. Residents are not given enforcement rights under the CUP itself; that is distinct from any rights they may have outside it.
Read CUP § II.12 — PDF pages 15–16 · Read Exhibit D’s separate enforcement and fee terms
Roads and cleanup: what money would actually be available?
Road repair and security
Thresher must restore covered roads at its expense, with specified emergency-repair reimbursement within 30 days of an itemized invoice. Before “Construction Activities on the Roads,” it must provide a performance/payment bond, parent guarantee, or letter of credit of at least $2 million. This is security for performance and payment, not a stated cap on repair responsibility. The road terms cover use of existing roads during construction, reconstruction, and decommissioning (§ 5).
The security remains until all release conditions are met. Thresher must certify that the project is commercially operational, all obligations incurred under the road agreement have been paid, and the county has no outstanding payment or reimbursement claims under it. The Road and Bridge Director must approve that certification; approval cannot be unreasonably withheld, conditioned, or delayed. Other security terms and the process for making claims remain for negotiation. Security and release conditions, p. 74.
The road terms also require construction-period commercial general liability insurance of at least $7 million in the aggregate, naming the county and consultant as additional insureds. That coverage is separate from the $2 million financial backing. An insurance limit is the stated coverage ceiling, not a cash deposit available for every road expense.
Road-review expenses: Exhibit D’s road § 1.r requires reimbursement of reasonable out-of-pocket county expenses, including pre- and post-construction inventories and consultant engineering costs. A negotiated maximum allowance may not be less than $175,000 in aggregate, plus $10,000 a month if construction exceeds 12 months. This is an expense-reimbursement provision, not an unconditional extra $175,000 contribution. Road reimbursement terms, p. 71.
Separate ongoing insurance requirement: CUP § I.2.s requires Thresher to maintain the liability insurance described in Exhibit C during the CUP term. The certificate lists $1 million per occurrence and a $2 million general aggregate for July 1, 2026–July 1, 2027. The certificate covers that policy period; the CUP’s maintenance obligation continues beyond it. It expressly confers no rights on the certificate holder; naming the county as certificate holder does not establish additional-insured status. Maintenance requirement, p. 6 · Insurance certificate, p. 64.
Removal, restoration, and access to the fund
Exhibit D requires a restoration fund at a federally chartered bank, with the county and bank named as parties in its documentation. Thresher must contribute estimated removal costs less estimated salvage before construction on each project property. Estimates reset every seven years. The dollar amount depends on those estimates rather than a fixed deposit stated in the packet.
The county can challenge the amount. It has 60 days to object to the net restoration amount determined by Thresher. A timely objection leads to a mutually selected independent engineer with suitable wind-industry experience, who determines the amount. Thresher pays the engineer’s fees. Fund and estimate-review terms, pp. 68–69.
County access follows a default. The decommissioning terms define default as failure to begin or resume satisfying the removal obligations within 60 days after written county notice. They allow additional cure time when completion cannot reasonably occur within 60 days and Thresher diligently pursues the cure, subject to the stated force-majeure delays. The county may draw on the fund following an Event of Default. Force majeure does not excuse or delay payment obligations, including financial security. Default and force-majeure terms, pp. 67–69.
The fund supports the cleanup duty; its balance is not a stated limit on that duty. After Thresher supplies documentation acceptable to the county showing that it has fulfilled its decommissioning obligations, the county must issue a Certificate of Completion. The decommissioning agreement ends when Thresher receives that certificate. Completion and release, p. 68.
The written calculation reduces the deposit for county recovery costs. The clause says to increase estimated salvage by certain county costs of obtaining the salvage proceeds, then subtracts estimated salvage when calculating the fund. As written, a larger recovery-cost allowance produces a smaller deposit, all other inputs unchanged. That reduces the money placed in the fund before those recovery costs arise. Restoration-fund calculation, p. 68.
Read road repair and financial-backing terms — PDF pages 73–75 · Read restoration-fund terms — PDF pages 68–69
Taxpayer exposure is tied to uncovered costs and collection. The draft assigns specified claims, repair work, and restoration duties to Thresher. County exposure remains for its retained share of costs, exclusions, and amounts it cannot recover. The draft supplies no probability or dollar estimate for future litigation or losses.
Reimbursement delays can still strain county cash and staff time, even when the developer or insurer ultimately pays the cost.
What an unrecovered expense would mean
The documents reviewed do not support reliable estimates of future litigation or other costs. The examples below show how hypothetical unrecovered expenses compare with the contribution.
| Hypothetical unrecovered county cost | Amount remaining |
|---|---|
| $0 | $401,762 |
| $100,000 | $301,762 |
| $250,000 | $151,762 |
| $500,000 | −$98,238 |
These are scenarios, not forecasts or a worst-case estimate. A $250,000 unrecovered expense would absorb about 62% of the first annual contribution. The comparison covers one year and excludes other project receipts; it does not establish the project’s lifetime fiscal result.
Explore your own one-year scenario
Enter the contribution received and unrecovered county costs. The starting amounts are illustrative.
Use whole dollars from $0 to $1 billion. Enter the contribution after deductions and only costs the county ultimately bears. Do not enter contribution deductions again as costs. The calculator excludes separate project tax receipts. Read about deductions.
Enter a whole-dollar amount from $0 to $1 billion in both fields.
Equivalent to 1.38 mills on the 2027 budget’s valuation. This is not a tax-rate forecast.
Assumptions: $401,762 received; $0 unrecovered costs; one year.
What commitments and costs does this draft place on the county?
The draft provides for CUP approval first, followed by the road, decommissioning, and contribution agreements before defined construction begins. It does not make execution of all three agreements a condition for the CUP itself to take effect. County commitments would therefore begin before every agreement detail is settled. Read the agreement-sequence clause.
What does CUP approval commit the county to before the three agreements are signed?
The resolution identifies adoption as the CUP’s effective date. If adopted as written, it grants the conditional use permit subject to its requirements. Section I.3.b says the later agreements must be acceptable to both parties in their respective reasonable discretion, consistent with the corresponding Meade and Gray agreements, and include at least Exhibit D’s terms. Section II.14.a incorporates the exhibits into the CUP; § II.3.a.v expressly recognizes agreement terms included in the CUP while the separate agreements remain unexecuted. The later negotiations would therefore begin with terms already adopted. Resolution, PDF pp. 1–2 · Unexecuted-agreement terms, p. 12 · Incorporation of exhibits, p. 17.
| Subject | What the proposed CUP provides |
|---|---|
| Cooperation and later agreements | The county and Thresher agree to cooperate in good faith and execute additional documents and acts necessary or appropriate to implement the CUP. The three agreements require later BOCC approval on the terms described above. § II.5, p. 13 · § I.3.b, p. 6. |
| County review and administration | The county must review specified compliant submissions without unreasonable withholding, conditions, or delay. The CUP also establishes transfer-consent rules and dispute/default procedures for both parties. These provisions are not generally postponed until all three agreements are signed. § I.3.e, pp. 7–8 · § II.6 · § II.12. |
| County insurance | The county represents that it has specified coverage as of the effective date and must maintain it before COD. The requirement does not wait for the other agreements. The draft specifies no additional premium. Insurance obligation and possible expense. |
| Construction and financial security | The three agreements must be entered into before defined construction commencement, along with other required approvals and written county confirmation. Specified preliminary activities are excluded from that construction definition. Road security and restoration deposits have their own construction-related triggers; CUP approval alone does not establish that funds are available. § I.3.a–b, p. 6 · § I.3.e.viii, p. 8 · Funding terms. |
| Initial and annual payments | The $287,000 initial payment is tied to the CUP’s effective date and payment conditions, not execution of all three agreements. Annual contributions instead begin in the project’s COD year, subject to the capacity and deduction terms. Payment obligations and conditions. |
| 50% legal-cost reimbursement | Among other conditions, this reimbursement is not due sooner than 90 days after the county delivers proposed versions of all three agreements after the effective date, or while the county is in violation or CUP Default of § I.3.b. Delivery of proposals is different from execution. § II.1.d, p. 11. |
| Prior Cimarron approvals | Section II.16 ties termination of the prior CUP and related approvals to approval of this CUP and all required agreements and permit approvals needed to start construction. It uses approval, rather than simply execution, as the condition. § II.16, p. 18. |
County discretion under the draft: § I.3.b requires mutually acceptable terms, reasonable discretion, consistency with the corresponding Meade and Gray agreements, and at least Exhibit D’s minimum terms. Sections II.5 and II.11 require cooperation and preserve the stated legal limits on county authority. These provisions govern the county’s remaining approval decisions; the draft gives no express unrestricted right to abandon the agreement process. Disputes over those duties follow the CUP’s dispute provisions. § I.3.b, p. 6 · § II.5, p. 13 · § II.11, pp. 14–15.
If the parties do not reach the three required agreements: defined construction cannot proceed under the stated prerequisites. A delay in reaching those agreements does not itself cancel the CUP or the county’s commitments. Section II.5 also says the county need not incur expediting or other costs beyond personnel costs budgeted in the Commission’s discretion. County administration and costs, p. 13.
The CUP and development plan have separate construction deadlines
- CUP: § II.10 provides for expiration if defined construction has not begun by the third anniversary of the CUP’s effective date, unless the BOCC agrees otherwise.
- Development plan: the incorporated zoning excerpt, § 20-105, requires construction to begin within one year of Planning Commission approval. That commission may grant one one-year extension following a written request explaining the delay and expected start.
Exhibit B identifies the development plan as approved February 23, 2026, and requires updates for missing elements before specified site work. The three-year CUP deadline does not itself establish that development-plan approval remains valid for that entire period. Section II.10 says that if the development plan is voided for some or all of the property, construction and use must cease there while the CUP remains in effect, unless the BOCC agrees otherwise. Applying these rules to an actual start date requires the plan’s approval, extension, and amendment record.
CUP duration and effect of a voided plan, p. 14 · Development-plan deadline and extension, pp. 19–20 · Development-plan approval and required updates, p. 46.
Approval starts county commitments before construction and annual contribution revenue. Construction prerequisites, both approval deadlines, cooperation duties, reimbursement conditions, and default procedures govern that period.
What does the Good Neighbor Agreement mean for taxpayers?
It provides private compensation, not county revenue. Exhibit E is a proposed agreement between Thresher and a neighboring property owner. Before defined construction commencement, CUP § I.3.f requires Thresher to offer it to owners of occupied residences on nonparticipating land within one mile of a planned tower. Owners may decline or negotiate more favorable terms.
Payment: the form provides $500 annually, with no stated annual increase. The first payment is due within 60 days of the “Operations Date,” with later payments due on its anniversary. Payment requires a completed W-9. The form defines that date by first production of wind energy in commercial quantities.
What the owner accepts: the owner acknowledges the described construction impacts and agrees the compensation is adequate for them. The form states that its obligations run with the land, burden the property, and bind later owners and other successors. It allows Thresher to assign the agreement without the owner’s consent.
Duration and termination: the stated term is 50 years from the Operations Date. If operation ceases continuously for five years and Thresher and its successors have abandoned development or operation, the owner may request termination in writing. Thresher must deliver the termination and quitclaim in recordable form within 45 days of that request.
These are private payments and property commitments, separate from county revenue. The payment schedule is in Exhibit E’s own Exhibit B, which is separate from the CUP’s development-plan Exhibit B. The neighbor agreement’s Operations Date is also separate from the county-contribution definition issue described under payment timing.
Required offer and owner choice — CUP § I.3.f, PDF pp. 8–9 · Good Neighbor Agreement form — pp. 76–78 · Private payment terms — p. 78.
Who may interpret or waive CUP conditions?
Administrative discretion is a central concern: § II.14.j delegates broad waiver authority to either administrator, subject to the draft’s specific decision requirements and applicable legal limits. The reviewed packet contains no general requirement for a BOCC vote before material taxpayer protections are waived. Read the findings on waiver authority and stated boundaries.
Landowner waivers: § I.2.u says the county will not enforce a violation of a provision of § I.2 when Thresher supplies sufficient documentation that all fee-title surface owners of the affected land have permanently and fully waived the right to county enforcement of that violation. Although placed under “Local Contractors,” the wording refers to § I.2 as a whole. The text therefore reaches the conditions in § I.2, not only the local-contractor provision. Its stated effect is to stop county enforcement of the documented violation for the affected land; it is not a waiver of every countywide obligation. Landowner-waiver wording, p. 6.
- Administrative waiver authority: the reviewed draft grants broad waiver authority and does not reserve waiver of material taxpayer protections as a category to the BOCC. A valid waiver reduces what the county requires to the extent covered by it. Authority and stated boundaries.
- Costs retained by the county: these include its half of the specified excess permitting legal costs, excluded claims and expenses, and separate co-counsel when Thresher properly controls a covered defense. Reimbursement conditions also create a period in which the county has incurred costs before it receives payment. Cost-sharing · Indemnity and exclusions.
- Financial backing: the road terms require at least $2 million in specified security before construction activities on the roads. Restoration funding is based on estimated removal costs less estimated salvage, with an independent-engineer process for a timely county objection. The security and fund support Thresher’s duties; their amounts are not stated caps on repair or cleanup obligations. Sufficiency depends on actual costs and recoveries. Funding and access terms.
- Changes over time: the contribution rate rises 3% each calendar year, restoration estimates reset every seven years, and road security can be released after the stated certification and approval. CUP transfer terms assign obligations before and after transfer to the respective parties; a partial successor takes only the assigned duties. Section II.6 allocates CUP duties but does not itself specify continuation of each separate guarantee, insurance policy, or bank arrangement after transfer. These mechanisms affect the amount and source of protection at different project stages. Inflation comparison · Transfer terms.
- Meade and Gray references: § I.3.b requires consistency with corresponding agreements for this project, and Exhibit D supplies a higher-payment matching provision. The reviewed packet does not attach those county agreements or identify their controlling versions. The matching clause also contains the inconsistent references described above. Matching-payment terms.
The taxpayer assessment turns on receipts, retained costs, and enforceable protection. The draft provides payments, cost-sharing, financial backing, and remedies. It also leaves the county with specified expenses and depends on collection when obligations come due. The unresolved economic question is whether the receipts and resident benefits outweigh those costs and exposures; the documents provide no complete dollar comparison.
Sources, assumptions, and limits
- October 28, 2026 proposed CUP. Browse the CUP topic index and source excerpts · Open the reviewed 78-page PDF · County source. The index links to quoted provisions and original PDF pages. The terms are proposals, not evidence of executed agreements or deposited funds.
- Adopted Seward County 2027 budget, certificate page 1. Download the reviewed budget copy (PDF). County expenditure authority $36,672,382; ad valorem levy $11,507,727; assessed valuation $293,854,895 less stated TIF adjustment $3,230,852 = $290,624,043. Rural Fire is separate. County budget index.
- Mill calculation. Kansas Department of Revenue: property-tax formula. One mill is $1 per $1,000 of assessed value. Valuation, not market value, is the denominator.
- Historical inflation. Calculated from BLS annual-average CPI-U, U.S. city average, using 2015, 2020, and 2025 index values. Calculation and 2025 data note. Accessed October 30, 2026.
- Property-tax assessment and calculation. Kansas Department of Revenue: property classifications and assessment percentages and property-tax formula. Residential: 11.5%; commercial/industrial real property: 25%. Calculation assumptions. Accessed October 30, 2026.
- Median-home benchmark. U.S. Census Bureau QuickFacts, Seward County, Kansas: median value of owner-occupied housing units, 2020–2024, $136,500. This historical survey estimate is used as an illustrative appraisal, not a current county tax-roll median. Accessed October 30, 2026.
- Application and timeline. The county-posted Thresher CUP and development-plan application, PDF pp. 6–8, anticipates commercial operation in 2029 and states that the timeline is subject to change. This article uses 2029 as its main payment illustration, not as a guaranteed operating date.
- Referenced zoning regulations. County-posted 201-page zoning regulations, including § 1-104’s interpretation rules and the wind-facility provisions. Reviewed with the county-posted application and application form for COD and installed-capacity definitions. Findings and limits. Reviewed November 1, 2026.
Show the calculations
2029 rate = $3,940/MW × 1.03 = $4,058.20/MW. First annual contribution = 22 × 4.5 MW × $4,058.20/MW = $401,761.80 (approximately $401,762).
2029–2038 sum = $401,761.80 × [(1.03^10 − 1) ÷ 0.03] = $4,605,748.79. Average = $460,574.88 per year. Calculations retain full precision before rounding the displayed results.
One mill = $290,624,043 ÷ 1,000 = $290,624.043. Contribution equivalent = $401,761.80 ÷ $290,624.043 = approximately 1.382411 mills.
Budget share = $401,761.80 ÷ $36,672,382 × 100 = approximately 1.095543%. County levy share = $401,761.80 ÷ $11,507,727 × 100 = approximately 3.491235%.
The ten-year annual average equals about 1.58 mills on that same reference valuation. Two mills would equal about $581,248 per year. Different payment years, capacity, or assessed valuation would change the comparison. The future tax base is not forecast here.
View the budget certificate used for these comparisons
Scope of this assessment: the October 28 draft resolution, CUP conditions, incorporated exhibits, and cited supporting documents. Obligations are reported as written; economic examples are identified as calculations or scenarios. Actual funding instruments, full insurance policies, independent cost estimates, and quantified litigation probabilities are outside the reviewed record. Those evidence limits prevent a complete net-cost estimate; they do not change the requirements stated in the draft.
Original CUP document
The unchanged 78-page October 28, 2026 proposed CUP is included in this file, along with the article, topic excerpts, keyword search, and reviewed county budget.
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Thresher CUP: topic index and source wording
October 28, 2026 proposed conditional use permit packet · 78 PDF pages · Reference companion prepared October 30, 2026.
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Infrastructure included in the Seward CUP CUP § I.1
Source wording · PDF page 4
1. Description of the CUP Real Property; Project; Use.
a. Real Property : This CUP regards the real property that is described in Appendix A to the Development Plan (“Property”), a visual aid of which Property is in Appendix F to the Development Plan, but Development Plan Appendix A controls over any conflict with Development Plan Appendix F as to Property description . No other real property is granted or allowed rights or uses pursuant to this CUP.
b. Project and Project Property: The “Project” means the Property, and the following improvements and infrastructure and uses as might be located on or under said Property : the proposed construction of the CWECS includes twenty-two wind turbines , gravel access roads, and underground collection lines. No other infrastructure is included within this CUP.
c. Use: The CUP permitted use is limited to a CWECS, as defined in the Zoning Regulations and as further defined and limited by the terms of the County Permitting.
d. Improvements and Infrastructure . No other improvements or infrastructure or use is allowed , permitted or included pursuant to this CUP. Only to the extent and as set forth in the Zoning Regulations, to the extent any Project specifics (including without limitation described by type, technology, materials, color, dimensions, location, other appearance, or potential negative impact to property or persons beyond the Property boundaries) are not permitted as set forth in the County Permitting or are not expressly included in the Application, any such Project development remains subject to County approval.
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Missing development-plan elements and required further review Exhibit B — Development Plan introduction
Source wording · PDF page 46
This document constitutes the entire Thresher Wind Project Development Plan text approved by the Planning Commission, meaning no other DP rights, terms, or changes, are approved by the Planning Commission at this time. All DP rights and terms remain subject to all other applicable Seward County Zoning Regulations, as well as applicable federal and state laws and regulations (collectively, “Laws”). If any conflict between any Law or this DP or the CUP relying on this DP, the most favorable to the County or most restrictive to Thresher will apply. The DP assumes the Application accuracy and completeness of all required information without any independent verification by Seward County, and the County may elect in its sole discretion to void any pertinent term of this DP that in part was based on any inaccurate or incomplete portion of the Application. Because several required DP elements are missing from the Application, the DP must be updated pursuant to Regulation 20-105 before any improvement or other site work or grading of land included in this DP may occur, which DP updates are subject to Planning Commission approval (the updates are not minor adjustments subject only to Zoning Administrator review).
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Utilities and private collection lines Exhibit B — Development Plan § 20-103.2.h
Source wording · PDF page 48
h. Location of all existing and proposed utilities (sanitary sewage systems water systems, storm drainage systems, gas lines, telephone lines and electrical power lines); Thresher Response: Appendix F. No proposed utilities included in the Application, so the DP does not grant any rights to construct utilities. Utilities are not interpreted to include the Project’s private collection lines that only connect turbines to substations. Note that collection lines within public land, roads or ROW are regulated elsewhere in this DP or its related CUP.
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Substations, turbine dimensions, and missing transmission information Exhibit B — Development Plan, additional requirements 3–4
Source wording · PDF page 50 · PDF page 51
3. Location of all existing buildings, structures, homes within 1/2 mile of the project boundary, electrical transmission lines and facilities, and utilities, utility easements, underground pipelines and underground utilities within the project boundary; property lines for each property under separate ownership included within the proposed CWECS or CSECS boundaries with key identifying each owner; location of all collectors, turbines, substations connecting power lines and other structures to be used as part of the operation. Thresher Response: Appendix F. Appendix F does not include any substations or other structures to be used as part of the operation beyond wind turbines and underground collection lines, so no other wind project or operation improvements are included in this DP.
4. For CWECS provide information detailing the type, size, maximum and minimum height, rotor size, rotor material, color, rated power output, performance, safety and noise characteristics of each proposed wind turbine model, tower, and electrical transmission equipment. Provide tower/turbine details that assure the tower shall not be lattice/type or other design that provide perches. Thresher Response: Section 1.4, Appendix F (Application typo on page 5 says “G” instead of “F”). Pertinent Text from Application: “Turbine Specifications: While a wind turbine model has not been definitively selected for the project, approximate specifications are as follows: Type: Steel tube Size: o Maximum Height: 185.5 m / 609ft o Minimum Height: 185.5 m / 609ft o Rotor Diameter: 163m / 535ft o Rotor Material: Fiberglass and structural elements o Hub Height: 104m / 341ft o Total Height (Ground to Tip): 185.5m / 609ft Color: White or off-white Rated Power Output: 4,500 kW Ground Clearance: 22.5m / 73ft Performance: Outstanding performance as a leader in wind turbine manufacturing Safety: Aerodynamic braking through full blade feathering with 3 pitch cylinders Noise: Low noise blade design. Primary Turbine Sites: 22 in Seward County” The above turbine specifications are approved and incorporated into the DP. No changes to these specifications are approved or incorporated info the DP. No electrical transmission equipment information was provided in the Application other than proposed routes of underground collection lines in Appendix F, so the DP requires the missing electrical transmission equipment information to be identified as part of any application to construct any improvement or other site work or grading of land included in this DP.
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Tax-related payment reductions and years 11–20 protection Exhibit D — Contribution Agreement Minimum Terms, § 2
Source wording · PDF page 65 · PDF page 66
2. Annual Payment Exceptions, Reduction . If any tax is imposed on Thresher by the State of Kansas any of its governmental subdivisions, the amount of the payments due under this Agreement shall be reduced by the amount of tax imposed: (a) real or personal property tax due with respect to property located in Kansas, owned by Thresher Wind and associated with the operation of the facility; (b) any amount of Kansas sales or use tax due with respect to (i) property purchased for use in either the construction or enlargement of the facility or (ii) any purchase of machinery and/or equipment used either (x) as an integral or essential part of the integrated production operations of the facility or (y) for the handling, movement or storage of the output of the facility; (c) any Kansas state or local (other than Kansas income tax, the Kansas franchise tax or the Kansas sales and use tax) is imposed on the income, operations or property of the facility; (d) the Kansas statutes (or the regulations thereunder) are amended after the date of this Agreement so as to reduce the tax benefits available to Thresher Wind and/or the facility under K.S.A. 79 -32,160a; K.S.A. 74 -50,132; K.S.A. 79 -3606(cc); K.S.A. 74 -50,115; K.S.A. 79 -3606(kk); K.S.A. 79 -3606(fff) or K.S.A. 79 -201 (Eleventh); or (e) any mortgage registration tax. Notwithstanding any other provision herein, if in any one year between years 11 and 20 of the Project’s operation the amount of taxes levied for Seward County (excluding taxes levied for USD 483 and any other taxing entity) related to the Project are less than the amounts provided for in this Agreement, Thresher Wind shall pay to Seward County the difference between the amounts provided for in this Agreement and the amount of taxes levied for Seward County. This provision is contingent upon the Project being in operation
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No obligation to pursue or complete the project CUP § I.2.a
Source wording · PDF page 4
a. No Development Obligation. Thresher will appropriately and responsibly construct and operate as an approved CWECS. But, this CUP does not create any obligation or promise of Thresher to pursue or complete any portion of the Project.
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Cost-sharing and reimbursement CUP § II.1
Source wording · PDF page 11
1. Payments Due to County. Because the benefits to the County will be reduced if Thresher does not develop and operate the entire contemplated Project for its contemplated useful life, and due to the unique nature and potential impacts of the Project, considerable County resources have been expended and might further be expended unique to County resources involved regarding historically typical land uses or use proposals within the County, i ncluding without limitation, creating, implementing and monitoring County Permitting of the Project, additional County personnel time or education involved, and outsourcing some County roles; Thresher shall pay the County:
a. Initial Payment. $287,000, due within 45 days after the Effective Date. b. 50% Reimbursements. Except as provided below in CUP §§ II.1.c. and d., reimbursement of 50% of County’s attorney’s fees and costs in excess of $287,000 and related to the County Permitting. c. 100 % Reimbursements. Reimbursement of 100% of County’s reasonable attorney’s fees and costs incurred after the Effective Date pursuant to CUP §§ II.3.a or II.12.q.
d. Reimbursement Requirements. For reimbursement of attorney’s fees and costs under CUP §§ II.1.b. and c., payments are due to County 45 days after Thresher’s receipt of an invoice (which may be delivered via email), unless the amount is disputed in good faith that Thresher reasonably believes to be excessive, unreasonable, duplicative, incorrectly billed, inadequately documented, or not reimbursable under this Agreement , including by providing County with the clear and specific reason for the dispute and Thresher’s calculation of the proper invoice amount. The parties shall work in good faith to resolve any disputed amounts documented, and out -of-pocket costs incurred and paid by the County. Reimbursable costs shall be limited to fees and costs that are attorney’s fees and costs in connection with the review, processing, negotiation, including but not limited to issuance, administration, or enforcement of County Permitting, and directly attributable to the Project and would not have been incurred but for the Project. Thresher shall have no obligation to reimburse any cost unless the County provides a copy of the applicable invoice containing the following information or restrictions: (i) the name of each attorney or professional providing services and such person’s hourly rate; (ii) An itemized invoice with time entries describing the work performed, the date of service, and the time expended for each task. To the extent the County claims any information is exempt from disclosure under the Kansas Open Records Act, the invoice shall identify the basis for such claim and provide sufficient information for Thresher to evaluate the charge; and (iii) Block Billing shall not be permitted. But, no payment pursuant to CUP § II.1.b. is due for fees or costs (iii) sooner than 90 days after County delivers after the Effective Date its proposed versions of all three County Agreements, or (iv) if County is in violation or CUP Default of CUP § I.3.b.
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Indemnity, defense control, exclusions, and county insurance CUP § II.3
Source wording · PDF page 11 · PDF page 12 · PDF page 13
3. Claims and Indemnification.
a. Thresher Indemnification of County. Thresher shall indemnify, defend, and hold the County harmless from and against any and all Disputes, losses, damages, liabilities, judgments, awards and costs (including reasonable attorney’s fees and costs) (each a “Claim”) incurred by or sought against the County, to the extent any Claim arises out of or is related to any:
i. Thresher Failure, Default or Breach. F ailure, default, or breach by Thresher of any County Permitting;
ii. Thresher Violation of Law. Violation of applicable law by Thresher or its employees , contractors or agents;
iii. Thresher Conduct. Negligence or willful misconduct by Thresher or its employees or agents; or
iv. Accuracy. Accuracy of information for the legal descriptions of the involved real property and parties with interests in said real property, both the real property subject to this CUP and also real property and parties for which written notice was required ; which information was received from or on behalf of Thresher and County relied solely on Thresher and its selected vendor; or
v. Thresher Dispute or Claim. Thresher Dispute or Claim brought against the County in any way related to the validity, enforceability, or legality of any County Permitting documents or rights (for avoidance of doubt including without limitation County Agreement terms included in the CUP despite that County Agreements are not executed), for which Thresher had actual knowledge of and a reasonable opportunity to investigate, verify, and notify the County of on or before the Effective Date; or
vi. Third-party Dispute or Claim. Third-party Dispute or Claim brought against the County in any way related to the validity, enforceability, or legality of County Permitting. This paragraph pertains only to third -party Claims: For third-party Claims under CUP §II.3.a, Thresher will have the right to contest and assume the defense of the County against any Claim with counsel of its choice reasonably satisfactory to the County so long as (A) Thresher notifies the County in writing within thirty (30) days after the County has given a Claim notice (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response or other required pleading) of its intent to conduct such defense, (B) the County has not been advised by counsel that an actual conflict exists between the County and Thresher in connection with the defense of the third party Claim (other than any conflict or potential conflict resulting solely from Thresher’s indemnification o bligations under this CUP), and (C) Thresher conducts the defense of the third-party Claim diligently. So long as Thresher is conducting the defense of the third -party Claim in accordance with this paragraph, the County may retain separate co-counsel, at the County’s sole cost and expense (without reimbursement for such expenses, either pursuant to this CUP or otherwise), and participate in the defense of the third party Claim, it being understood, however, t hat Thresher shall control such defense.
b. No Obligation to Indemnify, Defend or Hold Harmless . Provided, however, that Thresher shall have no obligation to indemnify, defend, or hold harmless the County to the extent a Claim arises from the negligence, willful misconduct, or violation of law by the County solely to the extent finally determined by a court of competent jurisdiction . As of the Effective Date, the County represents and warrants to Thresher that it maintains general liability and errors and omissions insurance coverage that insures the County as to all Claims made or makeable under CUP §II.3.a.iv. above in the minimum amount of $500,000.00 (“County Insurance”), and County agrees to maintain the County Insurance (or comparable replacement insurance coverage in no less than the above-described amount and for the same above-described Claims) at all times prior to COD; and County shall file a claim for and pursue all available coverage under the County Insurance for such Claim in a t imely manner. County is not obligated to use County Insurance for any costs, liabilities, or Disputes regarding any Thresher obligations except as described herein.
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CUP default procedures and remedies CUP § II.12
Source wording · PDF page 15 · PDF page 16
12. Enforcement; Remedies. Except the County and Thresher; other persons, entities or groups, including, but not limited to, Seward County citizens, Project host landowners, other owners of real property, and Project opponents or proponents, have no rights under this CUP and do not possess enforcement rights in this CUP. Upon a Dispute related to this CUP, a “CUP Default” of County or of Thresher may be declared by the other, only after the other has:
a. Written Notice. Delivered written notice to the entity proposed to be in CUP Default, which notice shall specifically describe the Dispute , the pertinent cure period pursuant to this CUP , and the Dispute resolution(s) acceptable to the party delivering the notice, and
b. Cure Period. Waited the cure period and the Dispute is not fully resolved. The cure period after the notice effective date for a Dispute related to this CUP to avoid becoming a CUP Default is:
c. No Cure Period. There is no cure period for Thresher failure to complete with §I.3.e.viii. or §I.3.i. if such Default relating to §I.3.e.viii. or §I.3.i . is deemed valid by the Planning and Zoning Administrator.
d. Right to Void. 45 days if County claims a right to void a CUP term pursuant to CUP §II.15.
e. Risk of Material Harm. If County in good faith reasonably determines that the Dispute could put persons or property at risk of material harm, then the cure period for Developer to remove that risk of material harm will be a temporary cure period County reasonably determines in good faith and includes in the notice.
f. Monetary Claim. If County claims any monetary payment is due from Thresher that Thresher does not in good faith reasonably dispute , the cure period for Thresher to pay the amount in full is 45 days after the later of (i) the payment due date, and (ii) the date that County delivers Thresher with written notice of an invoice.
g. Other. Otherwise if the cure period is not governed by the above then the cure period is 45 days after the written notice effective date, unless the nature of the Dispute requires more than 45 to cure then the cure period is extended day -for-day past 45 days by the number of days that the Dispute could be fully resolved provided that the entit y commence cure within 10 days of the notice effective date and diligently good faith pursues the cure to completion.
h. No Cure Period Extension. As to any Thresher obligation to make a payment, the cure period is not extended for any force majeure or similar claim, including without limitation amounts owed to the County or to any third party for insurance or other monetary obligations. The County has discretion to extend the cure period if Thresher is diligently working in good faith pursuing the cure to completion. Upon a CUP Default by the County or Thresher, the other may pursue all remedies available pursuant to this CUP, at law and in equity for said CUP Default, which remedies are cumulative and not mutually exclusive. County’s remedies for Thresher CUP Default include without limitation:
i. Imposing Fines. Imposing fines established in any of the County Permitting or as County might otherwise reasonably establish,
j. Actual Damages. County’s actual damages,
k. Self Help. The County may, following written notice of a Thresher CUP Default and expiration of any applicable cure period, perform or cause to be performed any obligation that Thresher has failed to perform and that is reasonably necessary to protect public health, saf ety, or property (“Self-Help”). Thresher shall reimburse the County for the actual, reasonable, and documented third-party costs incurred in exercising such Self-Help remedy,
l. Costs of Self Help. County’s costs due to Self-Help remedy, shall be paid to County 45 days after the effective date of County written notice and invoice to Developer providing reasonable detail of the costs and damages, (e) suspend any Thresher right arising from the County Permitting,
m. Suspension of Proceedings. S uspend any proceedings or other efforts in process regarding or related to any County Permitting,
n. Suspension. Suspend the CUP permitted use and Project,
o. Revocation or Termination of CUP. R evoke or terminate the CUP provided that such process include any additional CUP revocation or termination requirements pursuant to the Regulations,
p. Revocation or Termination of County Permitting. Revocation or termination of any other County Permitting pursuant to the Regulations and other terms of the County Permitting, and
q. Reasonable Costs. Reasonable costs incurred related to the Dispute, CUP Default, cure or pursuing any remedy, including without limitation reasonable attorney’s fees and costs, subject to §II.3, and
r. Failure to Pay. F or Thresher’s failure to pay an amount when due pursuant to any County Permitting or an amount due because of a Thresher CUP Default, interest accruing at 15% per annum beginning on the day after the payment due date irrespective of when CUP Default occurs. Upon cure of any Thresher CUP Default the County in its sole discretion may require evidence of cure, or else the County may pursue such evidence at the cost of Thresher.
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Thresher’s annual contribution, deductions, parity, and enforcement Exhibit D — Contribution Agreement Minimum Terms, §§ 1–4
Source wording · PDF page 65 · PDF page 66
1. Annual Payment. Thresher will provide an annual payment to the County Treasurer in December each calendar year beginning December of the calendar year in which the Project COD, which shall not be less than $3,940/MW of nameplate installed wind generating capacity if COD occurs in 2028, escalating at a rate of 3% compounding cumulatively each subsequent calendar year irrespective of whether COD occurs later than 2028, for a total of ten consecutive annual payments, and as illustrated below: Year December Payment 2029 $4,058/MW 2030 $4,180/MW 2031 $4,305/MW 2032 $4,434/MW 2033 $4,567/MW 2034 $4,704/MW 2035 $4,845/MW 2036 $4,991/MW 2037 $5,141/MW 2038 $5,295/MW In the event that after the execution date of this Agreement the Project becomes exempt from ad valorem property tax for years beyond year ten (10), Thresher shall continue making annual payments beginning in the amount of $5,295/MW of installed wind generating capacity if the Project commences commercial operation in 2028 or $5,454/MW of installed wind generating capacity if the Project commences commercial operation in 2029 and, in each case, escalating at a rate of 3% compounding cumulatively each subsequent calendar year, until the earlier of the date the Project is decommissioned and no longer in operation or the date that such ad valorem property tax exemption is terminated and the Project becomes subject to ad valorem property tax. In the event the Project becomes exempt from ad valorem property taxes for years beyond year ten (10) then payments shall be paid to the County Treasurer in December. The County may direct each Contribution to any taxing jurisdiction, general County fund, or specific fund or funds as may be directed by the County from time to time; provided, however, that the County hereby acknowledges and agrees that it is the County’s intent to distribute the Contributions hereunder in such a way as the County determines to be in the best interests of the residents of the County.
2. Annual Payment Exceptions, Reduction . If any tax is imposed on Thresher by the State of Kansas any of its governmental subdivisions, the amount of the payments due under this Agreement shall be reduced by the amount of tax imposed: (a) real or personal property tax due with respect to property located in Kansas, owned by Thresher Wind and associated with the operation of the facility; (b) any amount of Kansas sales or use tax due with respect to (i) property purchased for use in either the construction or enlargement of the facility or (ii) any purchase of machinery and/or equipment used either (x) as an integral or essential part of the integrated production operations of the facility or (y) for the handling, movement or storage of the output of the facility; (c) any Kansas state or local (other than Kansas income tax, the Kansas franchise tax or the Kansas sales and use tax) is imposed on the income, operations or property of the facility; (d) the Kansas statutes (or the regulations thereunder) are amended after the date of this Agreement so as to reduce the tax benefits available to Thresher Wind and/or the facility under K.S.A. 79 -32,160a; K.S.A. 74 -50,132; K.S.A. 79 -3606(cc); K.S.A. 74 -50,115; K.S.A. 79 -3606(kk); K.S.A. 79 -3606(fff) or K.S.A. 79 -201 (Eleventh); or (e) any mortgage registration tax. Notwithstanding any other provision herein, if in any one year between years 11 and 20 of the Project’s operation the amount of taxes levied for Seward County (excluding taxes levied for USD 483 and any other taxing entity) related to the Project are less than the amounts provided for in this Agreement, Thresher Wind shall pay to Seward County the difference between the amounts provided for in this Agreement and the amount of taxes levied for Seward County. This provision is contingent upon the Project being in operation
3. Parity with Meade and Gray County. If Thresher executes a Contribution Agreement or amends a Contribution Agreement with the Board of County commissioners of Meade County or Gray County, Kansas related to the construction of this Project where the annual, per -megawatt payment exceeds Annual Payment per -megawatt set forth in this Agreement, then the Parties hereby agree to amend this Agreement so that the payments set forth in Section 3 will match the annual, per -megawatt payment structure within the Contribution Agreement with Seward County, as applicable.
4. Enforcement. In the event of any dispute arising under this Agreement or claim of any breach or default under this Agreement, one Party will first send the other Party written notice of the claim or dispute. Within ten (10) days following the receipt of a written notice from either Party identifying such dispute or claim, the Parties shall meet, negotiate and attempt, in good faith, to resolve the dispute or claim quickly, informally and inexpensively. If the Parties are unable to resolve a dispute or claim arising here under within thirty (30) days of initiating such discussions, or within forty (40) days after notice of the dispute, either Party may seek any and all remedies available to it at law or in equity.
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Road restoration, emergency repairs, financial backing, and remedies Exhibit D — Road Use Agreement Minimum Terms, §§ 8–16
Source wording · PDF page 73 · PDF page 74 · PDF page 75
8. Repairs and Restoration . Following the Post -Construction Inventory and evaluation of the damage, Thresher shall, at its sole expense, restore the Roads to a condition not less than the condition that existed as demonstrated by the Pre -Construction Inventory in accordance with the results of the Consultant’s Post-Construction Inventory.
9. Emergency Repairs . Thresher shall, as soon as reasonably possible and not later than 24 hours after becoming aware of any emergency or hazardous conditions on the Roads, notify the Consultant and Road and Bridge Director of any such conditions and, unless directed otherwise by Consultant or Road and Bridge Director, shall repair or restore such conditions at Thresher’s sole expense if such condition arises out of Thresher’s use of the Roads, with respect to whether such condition also results from deferred maintenance by the County during the course of Thresher’s use of the Roads. If any such condition is not corrected by Thresher within such 24 hours period after Thresher’s receipt of such notice, the County may cause emergency road and bridge repair to be performed by County personnel or qualified contractors, and Thresher shall, within 30 days following receipt of an itemized invoice for the costs of said repairs, reimburse the County for all reasonable repair costs, including overtime for County personnel, incurred by the County for said repairs.
10. Security Required . Prior to commencement of Construction Activities on the Roads, Thresher shall provide security to the County in the amount not less than $2,000,000 and in the form of a performance and payment bond, Parent Guaranty or letter of credit (the “Security”).
11. Costs. All costs and expenses of maintaining the Security, including the fees and expenses of the Security, and the costs and expenses of making distributions out of the Security, shall be borne by Thresher.
12. Term of the Security . The Security shall continue until the delivery by Thresher to the County of written notice certifying that the Project is commercially operational, that all obligations incurred by Thresher in the performance of this Agreement have been paid, and that the County has no outstanding claims for payments or reimbursements arising from this Agreement, and the Road and Bridge Director’s approval of such certification, which shall not be unreasonably withheld, conditioned or delayed.
13. Separate Agreement . All other terms and conditions concerning the Security, and the provisions for making claims against the Security, shall be negotiated in good faith between the County and Thresher.
14. Required Insurance . Thresher shall, upon CCD of the Project and for the period of construction of the Project, maintain in full force and effect, commercial general liability insurance naming Seward County and the Consultant as additional insureds in the aggregate amount not less than $7,000,000.00. 15 .Disputed Costs. In the event Thresher Wind challenges all or part of an amount invoiced or for which the County otherwise seeks reimbursement, Thresher Wind shall provide a written notice of any amount disputed and the basis for such dispute to the County. The County and Thresher Wind shall then meet and confer in good faith and in a reasonable manner to analyze, discuss and resolve the dispute. Thresher Wind shall not dispute any cost with respect to any activity with respect to the Thresher Wind project of which Threshe r Wind had knowledge at the time it was ongoing or included within this Agreement unless Thresher Wind immediately brought the dispute to the attention of the County and, unless directed by Road and Bridge Director otherwise, Thresher Wind suspended all construction activities to which the cost related. In the event Thresher Wind disputes its liability for any cost, such dispute shall be resolved by the Seward County Commission after providing Thresher Wind a reasonable opportunity to present the reasons for the dispute. Thresher Wind shall pay any disputed amount determined by the Seward County Board of Commissioners to be due within 10 days of such determination.
16. Remedies and Enforcement. The Parties acknowledge that money damages would not be an adequate remedy for any breach or threatened breach of this Agreement. Each of the Parties hereto covenant and agree that in the event of default of any of the terms, provisions or conditions of this Agreement by any Party (the “Defaulting Party”), which default is not caused by the Party seeking to enforce said provisions (the “Non -Defaulting Party”), and after notice and reasonable opportunity to cure has been provided to the Defaulting Party, then in such an event, the Non -Defaulting Party shall have the right to seek specific performance and/or injunctive relief to remedy or prevent any breach or threatened breach of this Agreement. The remedies of specific performance and/or injunctive relief shall be exclusive of any other remedy available at law or equity.
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Restoration fund, salvage calculation, and access after default Exhibit D — Decommissioning Agreement Minimum Terms, § 6
Source wording · PDF page 68 · PDF page 69
6. Decommissioning Restoration Fund . Upon commencement of construction of the Project , Thresher Wind shall establish a fund (“Restoration Fund”) at a federally chartered bank to secure Thresher Wind’s Decommissioning obligations, the documentation shall list the financial institution and County as parties. In the event of a Default, the County may use the Restoration Fund to take steps necessary to fulfill the defaulter’s obligations. Thresher Wind shall contribute the estimated cost of its Decommissioning obligations to the County prior to the start of construction for each of the properties in the Project, net of any estimated salvage value of Thresher Wind’s equipment, facilities and improvements located on each of the Project properties (“Net Restoration Amount”), but that estimated salvage value will be increased by any amount reasonably estimated that the County might incur during the time period until the Restoration Fund amount is re-set as part of the County actually receiving the salvage proceeds (examples include costs to pay off liens, to acquire ownership of the assets, and to m anage the salvaging and Decommissioning process) . T he Net Restoration Amount shall be re -set every seven (7) years after it is initially set, based on new estimates of the cost of removal and salvage value of Thresher Wind’s equipment, facilities and improvements located on the Project properties located within the County. The County shall have sixty (60) days to serve notice that it disagrees with the Net Restoration Amount determined by Thresher Wind. If the County serves such notice then the Parties will mutually agree on an independent engineer with suitable experience in the wind industry (the “Independent Engineer”) to determine the Net Restoration Amount. The fees of the Independent Engineer shall be paid by Thresher Wind. In the Event of Default, the County may draw upon or otherwise access the Restoration Fund to complete or cause to be completed the decommissioning.
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Transfer of CUP rights and obligations CUP § II.6
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6. Transferability. Thresher (or any of its successors or assigns) may wholly or partially assign the rights, obligations, and interests under this CUP to an affiliated entity upon written notice to the County. Upon such an assignment, the assignor party will be subject to the requirements of this CUP prior to the date of assignment or transfer and the assignee party will be subject to the requirements of this CUP after the assignment date. Thresher (or any of its successors or assigns) may wholly or partially assign the rights, obligations, and interests under this CUP to an unaffiliated entity i) with the written consent of the County, which shall not be unreasonably withheld, conditioned, or delayed or ii) upon notice to the County in the event the assignee entity holds a senior long term debt rating from Standard & Poor’s Rating Group, a division of McGraw Hill, Inc. (“Standard & Poor’s”), of at least BBB- (or its equivalent) or from Moody’s Investors Service, Inc. (“Moody’s”) of at least Baa 3 (or its equivalent). Upon Thresher ’s (and any of its successors or assigns) whole or partial assignment or transfer of this CUP, the assignor entity will be subject to the requirements of this CUP prior to the date of assignment or transfer and the assignee entity will be subject to requirements of this CUP after the assignment or transfer date. If Thresher (or any of its successors or assigns) partially assigns any of the rights, obligations, and/or interests under this CUP, then the assignee shall only be subject to the terms, conditions, and obligations relating to the portions of this CUP that are assigned and shall not be subject to any terms, conditions, and obligations that the assignor retained under this CUP, including any consequences for default(s) or violation(s) of obligations. Any attempted assignment in contravention of this provision shall be void ab initio.
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Timing and terms of the three county agreements CUP § I.3.b
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b. County Agreements . After obtaining the approved CUP and prior to CCD: Thresher and the BOCC (by simple majority vote approval) will enter into a Road Use and Maintenance Agreement, Decommissioning Agreement, and Contribution Agreement (collectively, “ County Agreements”), on terms acceptable to both parties in their respective reasonable discretion and consistent with the corresponding Meade and Gray County agreements for the Thresher Wind project, but County and Thresher already agree that the County Agreements will include at least the terms on attached Exhibit D.
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Decommissioning negotiation and mediation Exhibit D — Decommissioning Agreement Minimum Terms, § 7
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7. Mediation; Enforcement. The Parties will attempt in good faith to resolve all disputes under this Agreement promptly by negotiation. If a dispute cannot be resolved within sixty (60) days of the dispute arising through direct negotiations of the Parties, either Party may initiate mediation as provided herein. Such dispute shall be submitted to any mutually agreeable mediator prior to proceeding with any formal court action. If the parties are unable to agree, the American Arbitration Association shall appoint a mediator. The media tion shall take place at a neutral site. All negotiations and mediation procedures shall be treated as and considered as compromise and settlement negotiations for the purpose of the Federal Rules of Evidence and state rules of evidence. The Parties shall equally split the cost of the mediator. For costs of mediation, other than the cost of the mediator, each Party shall bear its own costs.
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Attorney fees under the county agreements Exhibit D — All County Agreements Minimum Terms
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CU2025-02 All County Agreements Minimum Terms Except as otherwise provided in CUP §II 1 -3 which terms control if any conflict with this paragraph: , Thresher Wind shall reimburse the County’s reasonable attorney fees in the event a formal court action is brought for the enforcement or defense of this Agreement: (1) because of a default or dispute between the Parties, and the County is the prevailing party; or (2) due to a third party claim, only to the extent such action arises directly from Thresher Wind’s breach of this Agreement or wrongful act or omissions.
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Separate agreement procedures
Exhibit D contains different procedures and fee provisions. Read them alongside CUP §§ II.1–3 and II.12, rather than assuming a single procedure applies to every dispute.
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DRAFT Page 1 of 18 version 10.28.26 draft subject to Seward County Commission review and consideration RESOLUTION NO. 2026-XX [NTD: County would assign if BOCC adopts] (CUP 2025-02 Thresher Wind -Wind Energy Conversion System) RESOLUTION OF THE BOARD OF SEWARD COUNTY COMMISSIONERS WHEREAS, the Board of Seward County Commissioners (“ BOCC”) of Seward County, Kansas (“County”) by the powers vested in it by adopted Seward County Zoning Regulations effective January 2008, and as amended January 2025, (“Zoning Regulations”); and WHEREAS, a conditional use permit was requested by Thresher Wind LLC (“ Thresher”), for the development, construction, and use of a Commercial Wind Energy Conversion System (“CWECS”) as defined in the Zoning Regulations, which CWECS request is described in and limited to the Thresher Commercial Wind Energy Conversion System Permit Application dated September 16, 2025 including all its attachments with a total of 91 pages (“Application”); and WHEREAS, pursuant to said Zoning Regulations in effect as of the Effective Date (certain pertinent parts are attached as Exhibit A), the BOCC has the authority to approve applications for County conditional use permits; and WHEREAS, a public hearing was held on the Application by the Seward County Planning Commission (“Planning Commission”) beginning on December 8, 2025, and continued through and including February 23, 2026, after due notice in accordance with the Zoning Regulations; and WHEREAS, as a result of said public hearing, the Planning Commission recommended approval of a conditional use permit, with conditions, and as provided in § 20-103 and § 27-104.8(C) of the Zoning Regulations also approved the “Development Plan” attached as Exhibit B; and WHEREAS, in accordance with the Zoning Regulations, valid protest petitions were timely filed with the office of the County Clerk; and WHEREAS, the Planning Commission’s full record regarding the Application, public hearing, and Planning Commission deliberation, findings and decision -making was submitted to the BOCC , and the BOCC allowed expansion of the record (collectively, the “Record”); and WHEREAS, the Application and Record have been received and considered by the BOCC. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF SEWARD COUNTY, KANSAS: That, on a motion properly made and seconded, a vote of the BOCC is recorded as follows, pursuant to Kansas law and the Zoning Regulations, ordering and approving a conditional use permi t, such that such conditional use permit is hereby approved on the terms and conditions of this Resolution No. 2 026-XX [NTD: County would assign if BOCC adopts ] including its attachments (collectively, “CUP”), which CUP totals ___ pages [NTD: County would complete from adopted version], which votes are recorded: Chairman Steven A. Helm Yes ☐ No ☐ Abstain ☐ Absent ☐ Commission Vice Chair Todd Stanton Yes ☐ No ☐ Abstain ☐ Absent ☐ Commissioner Clay Louderback Yes ☐ No ☐ Abstain ☐ Absent ☐ 1
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DRAFT
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version 10.28.26 draft subject to Seward County Commission review and consideration
Commissioner Jairo Vazquez Yes ☐ No ☐ Abstain ☐ Absent ☐
Commissioner John Mettlen Yes ☐ No ☐ Abstain ☐ Absent ☐
ADOPTED BY THE BOARD OF COUNTY COMMISSIONERS, SEWARD COUNTY, KANSAS, THIS
___TH DAY OF _________________, 2026 (“Effective Date”).
BOARD OF COUNTY COMMISSIONERS OF SEWARD
COUNTY, KANSAS
____________________________________
Steven A. Helm, Chairman
ATTEST:
____________________________________
__________________________________ Todd Stanton, Commission Vice Chair
Stacia Long, County Clerk
____________________________________
Clay Louderback, Commissioner
____________________________________
Jairo Vazquez, Commissioner
____________________________________
John Mettlen, Commissioner
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DRAFT Page 3 of 18 version 10.28.26 draft subject to Seward County Commission review and consideration Attachments Index: Appendix I: CUP Terms and Conditions – Specific to Application and Project (7 pages) Appendix II: County General Fixed Terms and Conditions (8 pages) Exhibit A: Select Zoning Regulations (15 pages) Exhibit B: Thresher Development Plan (18 pages) Exhibit C: Certificate of Liability Insurance (1 page) Exhibit D: County Agreement Minimum Terms (15 pages) Exhibit E: Good Neighbor Agreement Form (3 pages) 3
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DRAFT Page 4 of 18 version 10.28.26 draft subject to Seward County Commission review and consideration Appendix I: CUP Terms and Conditions – Specific to Application and Project 1. Description of the CUP Real Property; Project; Use. a. Real Property : This CUP regards the real property that is described in Appendix A to the Development Plan (“Property”), a visual aid of which Property is in Appendix F to the Development Plan, but Development Plan Appendix A controls over any conflict with Development Plan Appendix F as to Property description . No other real property is granted or allowed rights or uses pursuant to this CUP. b. Project and Project Property: The “Project” means the Property, and the following improvements and infrastructure and uses as might be located on or under said Property : the proposed construction of the CWECS includes twenty-two wind turbines , gravel access roads, and underground collection lines. No other infrastructure is included within this CUP. c. Use: The CUP permitted use is limited to a CWECS, as defined in the Zoning Regulations and as further defined and limited by the terms of the County Permitting. d. Improvements and Infrastructure . No other improvements or infrastructure or use is allowed , permitted or included pursuant to this CUP. Only to the extent and as set forth in the Zoning Regulations, to the extent any Project specifics (including without limitation described by type, technology, materials, color, dimensions, location, other appearance, or potential negative impact to property or persons beyond the Property boundaries) are not permitted as set forth in the County Permitting or are not expressly included in the Application, any such Project development remains subject to County approval. 2. Certain CUP Terms and Conditions Not Limited to a Specific Phase or Timeframe. Thresher shall, at all times during the term of this CUP, adhere to the following terms: a. No Development Obligation. Thresher will appropriately and responsibly construct and operate as an approved CWECS. But, this CUP does not create any obligation or promise of Thresher to pursue or complete any portion of the Project. b. Compliance. The Project must be owned, developed, constructed, operated, modified and decommissioned in compliance with, and Thresher shall adhere to strict conformance to all requirements, terms, standards set forth in: i. Laws. All applicable local (including, without limitation, the Regulations and other County codes, regulations, requirements, policies, forms, and practices), state and federal law, statutes, ordinances, rules, regulations, judgment, orders, and other governmental entity requirements (collectively, “Laws”), and ii. County Permitting. All County Permitting; and Thresher will obtain all permits, licenses, and orders required to construct or conduct any and all permitted uses of the Project. At any time the Planning and Zoning Administrator may require Thresher to provide the County with sufficient evidence in the County’s sole but reasonable discretion of compliance with this CUP. 4
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DRAFT Page 5 of 18 version 10.28.26 draft subject to Seward County Commission review and consideration c. Ground Clearance. The turbine blades shall have a minimum ground clearance of 40 feet at the lowest point of rotation and calculated for all directions. d. Tower Siting. Towers shall be sited in the locations identified and depicted on Development Plan Appendix F, but to accommodate any desired micro-siting those Tower locations may be adjusted up to 100’ in any direction. e. Tower Setback – Public Roadway. Towers shall be setback from public roadway a minimum of one times the tip height plus 75 feet from the road centerline. f. Tower Setback – Overhead Utilities. Towers shall be setback from existing overhead utilities a minimum of one times the tip height plus 40 feet. g. Tower Setback – Occupied Residence. Towers shall be setback a minimum of 1,000 feet from each Occupied Residence. “Occupied Residence” means a residence that was occupied as of September 16, 2025. h. Tower Setback – Occupied Residence, Non -Participating Land. Towers shall be setback a minimum of 1,900 feet from each Occupied Residence located on Non-Participating Land. “Non- Participating Land” means all land in Seward County for which as of the Effective Date no owner of that Seward County land’s fee title surface estate has entered into any contractual agreements with or for the benefit of Thresher. i. Tower Setback – Property Lines, Non -Participating Land. Towers shall be setback from all property lines of Non-Participating Land a minimum of 500 feet from the nearest tip of the rotor to said property line. j. Tower Setback – Sound. Towers shall be setback so that sound from turbines is not greater than 50 dBA both at the exterior and also inside of each Occupied Residence located on Non - Participating Land. k. Tower Setback – Shadow Flicker. Towers shall be setback so that shadow flicker from turbines is limited to no more than 30 hours annually at the exterior of each Occupied Residence located on Non-Participating Land. l. Landscaping, Screening, and Fencing . There are no requirements for landscaping, screening, or fencing beyond what is provided for in the Development Plan and the County Agreements. m. Sound. Thresher will use a low sound blade design in its turbine model as detailed in the Development Plan . Upon request by the County, Thresher will cause a sound report to be prepared pursuant to established industry standard methodologies, that identifies current decibel levels surrounding the project site and the decibel levels and source sound if development occurs. n. Turbine Technology. Thresher may adjust the turbine model as technologies may change from time of approval to time of construction, provided that the model or technology still complies with the County Permitting. Upon finalizing the model, Thresher shall notify the Planning and Zoning Administrator. o. Electrical Lines. Electrical lines shall be installed underground unless factors related to culturally sensitive areas dictate above ground installation. Subject to the Road Use and Maintenance 5
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DRAFT Page 6 of 18 version 10.28.26 draft subject to Seward County Commission review and consideration Agreement: Thresher may adjust the location of underground electrical collection lines and access roads, so long as such facilities are installed upon the Property , and Thresher will construct all access roads to be gravel and a minimum of 16 feet wide to accommodate emergency vehicle traffic. p. Wetlands; Drainage. Thresher will avoid jurisdictional wetlands in the design unless there is no reasonable alternative. Additionally, effects on drainage patterns will be minimized. The project will comply with all United States Army Corp of Engineer (“USACE”) requirements. q. Fill. Thresher will not introduce fill within FEMA regulated floodplains, unless approved by County. r. Signage. Thresher signage will be installed identifying the facility owner, operator and emergency contact information at all entrances. Signage will conform to the Seward County Sign Regulations Article 24. s. Certificate of Liability Insurance. Thresher agrees to maintain the liability insurance described in the certificate attached as Exhibit C, by an insurer with a minimum AM Best credit rating of A-. t. Light Mitigation Technology System. In addition to CUP § I.2.b., Thresher will diligently and in good faith (i) pursue approval of a l ight mitigation technology system for all Towers, (ii) install any approved system as soon as possible after CCD, and (iii) operate any approved system as continuously as possible after COD. u. Local Contractors. Thresher will make a reasonable effort to use local contractors when feasible in the construction and maintenance of the Project. But, a landowner can elect to waive, meaning County will not enforce, a Thresher violation of a provision of this CUP § I.2, if Thresher provides County sufficient written documentation for the County’s reliance that 100% of fee title surface estate owners of said land have permanently and fully waived for the benefit of the Project any right to County enforcement of said violation. 3. Additional Specific Prerequisites to Construction or Operations. Thresher shall abide by the following terms, and remain in compliance with all County Permitting for the CUP duration: a. Construction Plans. Thresher will submit the full Project construction plans to the County 60 days prior to the first day any change of elevation, grading, other earthwork (excepting geotechnical investigations, surveying, soil sampling, clearing, grubbing, and installation of erosion control measures), or other construction activity, commences related to the Project on any of the Property (the “Construction Commencement Date” or “CCD”). b. County Agreements . After obtaining the approved CUP and prior to CCD: Thresher and the BOCC (by simple majority vote approval) will enter into a Road Use and Maintenance Agreement, Decommissioning Agreement, and Contribution Agreement (collectively, “ County Agreements”), on terms acceptable to both parties in their respective reasonable discretion and consistent with the corresponding Meade and Gray County agreements for the Thresher Wind project, but County and Thresher already agree that the County Agreements will include at least the terms on attached Exhibit D. c. Development Plan. The Development Plan must be followed ; and its terms and obligations do not end, expire, reduce or change after COD. 6
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DRAFT Page 7 of 18 version 10.28.26 draft subject to Seward County Commission review and consideration d. County Permitting. Thresher shall obtain from the County all County permitting and approvals required regarding the Project, including but not limited to the plans and other County permitting and approvals described in CUP § I.3.e. (such permitting and approvals, along with this CUP , Development Plan , the Zoning Regulations, and the County Agreements , collectively, the “County Permitting”). e. Certain County Permitting Due by CCD. Thresher shall submit to the County the following plans, wildlife information and compliance report at least 90 days in advance of planned CCD, for that County Permitting to be accepted as final on behalf of the County by CCD; and the County shall not unreasonably withhold, condition, or delay its response and acceptance if what is submitted meets the CUP requirements: i. Traffic and Road Use Plan. Thresher shall coordinate with the County Planning & Zoning Administrator and the Road & Bridge Department to ensure an adequate Traffic and Road Use Plan and incorporate input if it is commercially reasonable. This plan shall comply with Article 27 -104.8(D) of the Zoning Regulations, information detailing anticipated volume and designated route for constructing traffic, including oversized loads and heavy equipment, with proposed methods of assurance regarding maintenance and repair to public roads, bridges or culverts during the cons truction. Provide information regarding the traffic control plan for designated routes or construction activities within road right-of- way in accordance with the Uniform Manual for Traffic Control Devices. Provide plans and drawings that detail the construction details for installation of entrances, road crossings or right-of-way encroachment, detail anticipated volume and routes for facility operational traffic. This plan may be included in the road use and maintenance agreement referenced above in § I.3.b. ii. Emergency Response Plan . Thresher shall coordinate with the Fire Chief to ensure an adequate Emergency Response Plan and incorporate input if it is commercially reasonable. This plan shall include a safety plan, in accordance with Article 27-104.8(G) & (H) of the Zoning Regulations, detailing expected public agency/emergency services support during emergencies, including training services and equipment (as necessary) for local County personnel, and identifying potential fire risks associated with the project and demonstrate compliance with applicable federal, state, and local fire codes, including but not limited to the National Fire Protection Association, Kansas State Fire Marshal, and County Emergency Management. Thresher will coordinate with emergency services in Seward County such as the local fire department and emergency management services to put forth this plan, which will include: 1. A safety plan detailing expected public agency/emergency services support during emergencies, including training services and equipment for local County personnel, and 2. Identify potential fire risks associated with the project and demonstrate compliance with applicable Federal, State, and local fire codes, including, but not limited to, the National Fire Protection Association, Kansas State Fire Marshal, and Seward County Emergency Management. 7
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DRAFT Page 8 of 18 version 10.28.26 draft subject to Seward County Commission review and consideration 3. Any other reasonable information that Thresher, the Fire Chief or the Planning and Zoning Administrator deems appropriate. iii. Dust and Weed Control Plan . Thresher shall coordinate with the County Planning & Zoning Administrator to ensure an adequate Dust and Weed Control Use Plan as additionally required by Article 27 -104.8(J) of the Zoning Regulations, and incorporate input if it is commercially reasonable. iv. Water. Thresher shall coordinate with the County Planning & Zoning Administrator to ensure an adequate Water Plan for any potential water needs, ensuring best practices are employed. Thresher shall incorporate County Planning & Zoning Administrator input if commercially reasonable. v. Security. Thresher shall coordinate with the County Planning & Zoning Administrator to ensure an adequate Security Plan and incorporate input if commercially reasonable, detailing security measures, access control, and security response protocols to be in place for all phases of the Project timeline. vi. Wildlife. Thresher shall provide the County Planning & Zoning Administrator written documentation from the Kansas Department of Wildlife and Park s (“KDWP”) indicating that Thresher has contacted the agency regarding the proposed Project. The document should state KDWP has been contacted by the applicant regarding the proposal and has reviewed or is currently reviewing the proposal for any concerns regarding threatened or endangered species. Thresher shall deliver a binding written verification from Thresher for County's reliance that the Project has followed a tiered approach as outlined in the U.S. Fish and Wildlife Services (“USFWS”) guidelines and is in compliance with and agrees to remain in compliance with all applicable federal, state, and local environmental laws. vii. Acknowledgement of Phase One Environmental Report. Thresher has provided and County confirms it is accepted as final , a Phase One Environmental Screening Report in accordance with industry standards as required by Article 27 -104.8(E) of the Zoning Regulations. viii. Pre-CCD Compliance Report. Before CCD, Thresher shall d eliver a binding written verification from Thresher for County's reliance covering up until the CCD: of compliance with § I.2.b., and of compliance with all County Permitting necessary to commence CCD; including copies of all associated permits, approvals and similar required by governmental entities to construct the Project (including without limitation all environmental permits and stormwater prevention permits) (“Pre-CCD Compliance Report”). The County’s Planning & Zoning Administrator shall review the Pre -CCD Compliance Report and confirm in writing whether all pre -CCD requirements under the County Permitting are satisfied and Thresher may commence CCD. Such review and confirmation shall be completed expediently and shall not be unreasonably withheld , conditioned, or delayed. No change of elevation, grading, other earthwork, earth disturbances or Project construction (excepting clearing, grubbing, and installation of erosion control measures) may occur until the County’s Planning & Zoning Administrator has expressly in writing confirmed that all pre-CCD County Permitting requirements have been satisfied and CCD may begin. f. Good Neighbor Agreements. Prior to CCD of the Project, Thresher will offer a Good Neighbor Agreement in the form of Exhibit E , to the owners of each Occupied Residence located (i) on 8
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DRAFT Page 9 of 18 version 10.28.26 draft subject to Seward County Commission review and consideration Non-Participating Land and also (ii) within one (1) mile of a planned Tower. This Agreement does not limit negotiation by said Occupied Residence owners for more favorable terms beyond what is provided in Exhibit E. This paragraph does not constitute an interference with, or waiver, of property rights or right to contract, and property owners remains free to choose whether to enter into a Good Neighbor Agreement. g. Construction Disturbances. Without the prior consent of the County (such consent not to be unreasonably withheld, conditioned, or delayed, but subject to any non -waivable provisions of the Zoning Regulations or other County laws), blasting and drilling shall only be conducted during 7:00 AM to 7:00 PM. h. County Updates. Thresher shall provide an update to the County within 20 days as requested by the County through COD, with all pertinent information related to the Project, including progress on Project, whether the Project’s timetable is on schedule, status of construction, anticipated COD date changes, and other pertinent Project information that the County might request from time - to-time, on any form that the County might request from time-to-time. i. Pre-COD. Thresher shall provide any additional copies of all environmental permits required by State and Federal agencies, relevant stormwater prevention permits received from State agencies, and copies of all associated permits required to construct the Project from any other governmental entity between CCD and COD . Thresher shall confirm that all COD County Permitting requirements and conditions precedent have occurred. 4. Additional Specific Post-COD Requirements. Thresher shall at all times during the term of this CUP after COD, abide by the following terms: a. As-Built Plans. Within 6 months after COD, Thresher will submit to the County the complete Project as -built plans, certified for the County’s reliance by the third party professional responsible for said plans as to (A) any change in the as -built plans from the pre -construction plans provided to the County, and (B) any actual changes to the infrastructure shown on said as- built plans compared to prior plans or descriptions provided to the County. b. Personal Property Information. Thresher shall comply with K.S.A. 79 -306; and irrespective of whether Thresher is required by Kansas law to comply with K.S.A. 79-306 Thresher will deliver to the County Appraiser a tax rendition as described in K.S.A. 79 -306 from or on behalf of Thresher by a qualified professional for County's reliance, inclusive of the “retail cost when new” calculation as required by the Kansas Constitution Art 11 §1, of all Project commercial and industrial machinery and equipment with its situs in the County for the purpose of property taxation. The first verification will be delivered on or before March 15 following COD , and annually thereafter only to reflect any change in personal property from the last verification. c. Traffic. Traffic during operations will be minimal and limited to maintenance , repairs, and groundskeeping. d. Project Report. Annually from the COD through the end of decommissioning and restoration, Thresher will provide County with a Project report in a form reasonably required by County. e. Subsequent Improvements and Use. Regarding any Project development, construction, infrastructure, improvements, personal property, operations, or modifications, not contained in County Permitting and occurring after COD excluding repairs or maintenance (collectively, 9
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DRAFT Page 10 of 18 version 10.28.26 draft subject to Seward County Commission review and consideration “Subsequent Improvements and Use”), the County has the right to implement the current Zoning Regulations or modify the County Permitting terms at the time of permit application for any Subsequent Improvements and Use. Subsequent Improvements and Use are not permitted by this CUP and instead require Thresher to provide the County Administrator and County Counselor with sufficient advance prior notice of and application for such proposed Subsequent Improvements and Use for County to determine and implement its requirements. 5. Additional Specific Decommissioning/Restoration/Abandonment/Financial Security Terms . Thresher shall at all times during the term of this CUP adhere to all provisions in Article 27-104.8(K) of the Zoning Regulations, § 3.1 of the Application , and the Decommissioning Agreement , which regard decommissioning. 10
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DRAFT Page 11 of 18 version 10.28.26 draft subject to Seward County Commission review and consideration Appendix II: County General Fixed Terms and Conditions 1. Payments Due to County. Because the benefits to the County will be reduced if Thresher does not develop and operate the entire contemplated Project for its contemplated useful life, and due to the unique nature and potential impacts of the Project, considerable County resources have been expended and might further be expended unique to County resources involved regarding historically typical land uses or use proposals within the County, i ncluding without limitation, creating, implementing and monitoring County Permitting of the Project, additional County personnel time or education involved, and outsourcing some County roles; Thresher shall pay the County: a. Initial Payment. $287,000, due within 45 days after the Effective Date. b. 50% Reimbursements. Except as provided below in CUP §§ II.1.c. and d., reimbursement of 50% of County’s attorney’s fees and costs in excess of $287,000 and related to the County Permitting. c. 100 % Reimbursements. Reimbursement of 100% of County’s reasonable attorney’s fees and costs incurred after the Effective Date pursuant to CUP §§ II.3.a or II.12.q. d. Reimbursement Requirements. For reimbursement of attorney’s fees and costs under CUP §§ II.1.b. and c., payments are due to County 45 days after Thresher’s receipt of an invoice (which may be delivered via email), unless the amount is disputed in good faith that Thresher reasonably believes to be excessive, unreasonable, duplicative, incorrectly billed, inadequately documented, or not reimbursable under this Agreement , including by providing County with the clear and specific reason for the dispute and Thresher’s calculation of the proper invoice amount. The parties shall work in good faith to resolve any disputed amounts documented, and out -of-pocket costs incurred and paid by the County. Reimbursable costs shall be limited to fees and costs that are attorney’s fees and costs in connection with the review, processing, negotiation, including but not limited to issuance, administration, or enforcement of County Permitting, and directly attributable to the Project and would not have been incurred but for the Project. Thresher shall have no obligation to reimburse any cost unless the County provides a copy of the applicable invoice containing the following information or restrictions: (i) the name of each attorney or professional providing services and such person’s hourly rate; (ii) An itemized invoice with time entries describing the work performed, the date of service, and the time expended for each task. To the extent the County claims any information is exempt from disclosure under the Kansas Open Records Act, the invoice shall identify the basis for such claim and provide sufficient information for Thresher to evaluate the charge; and (iii) Block Billing shall not be permitted. But, no payment pursuant to CUP § II.1.b. is due for fees or costs (iii) sooner than 90 days after County delivers after the Effective Date its proposed versions of all three County Agreements, or (iv) if County is in violation or CUP Default of CUP § I.3.b. 2. Payment Conditions. All p ayments, reimbursements, or other money due to County are due by wire transfer unless sufficient wire transfer instructions and information are not provided to Thresher, otherwise payments are due by check once Thresher is provided sufficient check completion and delivery instructions, and said payments are due only after Thresher’s receipt of an invoice that has approved for payment on behalf of County. 3. Claims and Indemnification. a. Thresher Indemnification of County. Thresher shall indemnify, defend, and hold the County harmless from and against any and all Disputes, losses, damages, liabilities, judgments, awards 11
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DRAFT Page 12 of 18 version 10.28.26 draft subject to Seward County Commission review and consideration and costs (including reasonable attorney’s fees and costs) (each a “Claim”) incurred by or sought against the County, to the extent any Claim arises out of or is related to any: i. Thresher Failure, Default or Breach. F ailure, default, or breach by Thresher of any County Permitting; ii. Thresher Violation of Law. Violation of applicable law by Thresher or its employees , contractors or agents; iii. Thresher Conduct. Negligence or willful misconduct by Thresher or its employees or agents; or iv. Accuracy. Accuracy of information for the legal descriptions of the involved real property and parties with interests in said real property, both the real property subject to this CUP and also real property and parties for which written notice was required ; which information was received from or on behalf of Thresher and County relied solely on Thresher and its selected vendor; or v. Thresher Dispute or Claim. Thresher Dispute or Claim brought against the County in any way related to the validity, enforceability, or legality of any County Permitting documents or rights (for avoidance of doubt including without limitation County Agreement terms included in the CUP despite that County Agreements are not executed), for which Thresher had actual knowledge of and a reasonable opportunity to investigate, verify, and notify the County of on or before the Effective Date; or vi. Third-party Dispute or Claim. Third-party Dispute or Claim brought against the County in any way related to the validity, enforceability, or legality of County Permitting. This paragraph pertains only to third -party Claims: For third-party Claims under CUP §II.3.a, Thresher will have the right to contest and assume the defense of the County against any Claim with counsel of its choice reasonably satisfactory to the County so long as (A) Thresher notifies the County in writing within thirty (30) days after the County has given a Claim notice (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response or other required pleading) of its intent to conduct such defense, (B) the County has not been advised by counsel that an actual conflict exists between the County and Thresher in connection with the defense of the third party Claim (other than any conflict or potential conflict resulting solely from Thresher’s indemnification o bligations under this CUP), and (C) Thresher conducts the defense of the third-party Claim diligently. So long as Thresher is conducting the defense of the third -party Claim in accordance with this paragraph, the County may retain separate co-counsel, at the County’s sole cost and expense (without reimbursement for such expenses, either pursuant to this CUP or otherwise), and participate in the defense of the third party Claim, it being understood, however, t hat Thresher shall control such defense. b. No Obligation to Indemnify, Defend or Hold Harmless . Provided, however, that Thresher shall have no obligation to indemnify, defend, or hold harmless the County to the extent a Claim arises from the negligence, willful misconduct, or violation of law by the County solely to the extent finally determined by a court of competent jurisdiction . As of the Effective Date, the County represents and warrants to Thresher that it maintains general liability and errors and omissions insurance coverage that insures the County as to all Claims made or makeable under CUP 12
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DRAFT Page 13 of 18 version 10.28.26 draft subject to Seward County Commission review and consideration §II.3.a.iv. above in the minimum amount of $500,000.00 (“County Insurance”), and County agrees to maintain the County Insurance (or comparable replacement insurance coverage in no less than the above-described amount and for the same above-described Claims) at all times prior to COD; and County shall file a claim for and pursue all available coverage under the County Insurance for such Claim in a t imely manner. County is not obligated to use County Insurance for any costs, liabilities, or Disputes regarding any Thresher obligations except as described herein. 4. Compliance Report. County may reasonably request a Compliance Report from time to time and Thresher shall provide it within 45 days of receipt of a request , confirming as of the Compliance Report date any of the following provisions on a request form document provided by the County: (a) the Thresher entity; (b) the respondent’s notice information; (c) any known default, breach, violation or failure of any County Permitting; (d) the full set of CUP provisions; (e) the total amount of all payments due to the County and any due to Thresher; (f) whether the Project has ceased operations; and (g) whether Thresher identifies any provision of any County Permitting as fully performed or no long applicable. Thresher’s failure to deliver a Compliance Report when due is deemed that Thresher delivered a Compliance Report confirming the express terms included in the requested document received by Thresher from the County provided that all of the relevant documentation was also attached to the request form document. 5. Cooperation. The County and Thresher agree to communicate and cooperate in good faith regarding this CUP and the County Agreements. Both the County and Thresher shall execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this CUP. As mentioned in CUP § II.1 above, County personnel time and resources to implement and monitor all of the County Permitting (which might include personnel obtaining additional advice on topics beyond their experience), to participate in cooperation, and to respond to proposed transfers, will be unprecedented and incurred prior to County receipt of material benefits due to the CUP, so for that reason , notwithstanding any provision in the County Permitting to the contrary: the due course timing for County administration of County Permitting including review of and response to information or inquiries from Thresher might occur on a timeline different than otherwise anticipated or desired, as County has no obligation to incur expediting or other costs beyond personnel cos ts budgeted in the County Commission’s sole discretion from time-to-time. Thresher is advised to communicate, submit information and requests, and coordinate, sufficiently in advance to allow County abundant time to meet any Thresher desired timelines. 6. Transferability. Thresher (or any of its successors or assigns) may wholly or partially assign the rights, obligations, and interests under this CUP to an affiliated entity upon written notice to the County. Upon such an assignment, the assignor party will be subject to the requirements of this CUP prior to the date of assignment or transfer and the assignee party will be subject to the requirements of this CUP after the assignment date. Thresher (or any of its successors or assigns) may wholly or partially assign the rights, obligations, and interests under this CUP to an unaffiliated entity i) with the written consent of the County, which shall not be unreasonably withheld, conditioned, or delayed or ii) upon notice to the County in the event the assignee entity holds a senior long term debt rating from Standard & Poor’s Rating Group, a division of McGraw Hill, Inc. (“Standard & Poor’s”), of at least BBB- (or its equivalent) or from Moody’s Investors Service, Inc. (“Moody’s”) of at least Baa 3 (or its equivalent). Upon Thresher ’s (and any of its successors or assigns) whole or partial assignment or transfer of this CUP, the assignor entity will be subject to the requirements of this CUP prior to the date of assignment or transfer and the assignee entity will be subject to requirements of this CUP after the assignment or transfer date. If Thresher (or any of its successors or assigns) partially assigns any of the rights, obligations, and/or interests under this CUP, then the assignee shall only be subject to the terms, conditions, and obligations relating to the portions of this CUP that are assigned and shall not be subject to any terms, conditions, and obligations that the assignor 13
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DRAFT Page 14 of 18 version 10.28.26 draft subject to Seward County Commission review and consideration retained under this CUP, including any consequences for default(s) or violation(s) of obligations. Any attempted assignment in contravention of this provision shall be void ab initio. 7. Amendments. Except as allowed by, and subject to, CUP §II.14.j: this CUP may be amended, supplemented, modified or waived (a) prior to COD, only pursuant to the Zoning Regulations in effect as of the Effective Date; while (b) after COD, only pursuant to the then-current Zoning Regulations. 8. Register of Deeds. County may require or cause notice of the CUP to be recorded and indexed with the Seward County Register of Deeds against the Property. 9. Notices. Any notice which is personally served shall be effective upon the date of service. Any notice given. by U.S. Mail shall be deemed effectively given, if deposited in the U.S. Mail, registered or certified with return receipt requested, postage prepaid and addressed as provided above, on the date of receipt, refusal or non-delivery indicated on the return receipt. In addition, either Party may send notices by facsimile or by a nationally recognized overnight courier service which provides written proof of d elivery (such as United Parcel Service or Federal Express). Any notice sent by facsimile shall be effective upon confirmation of receipt in a legible form, and any notice sent by a nationally recognized overnight courier service shall be effective on the date of delivery to the Party at its address specified below as set forth in the courier’s delivery receipt. Either party may, by notice to the other from time to time in the manner provided herein, specify a different address for notice purpose. If to Thresher: Project Manager Thresher Wind LLC One South Wacker Drive Suite 1500 Chicago, IL 60606 If to the County: Seward County Clerk 515 N Washington, Suite 100 Liberal, KS 67901 Seward County Administrator 515 N Washington, Suite 204 Liberal, KS 67901 10. Duration of CUP. In accordance with Zoning Regulation Article 27-105, and subject to earlier termination as provided in this CUP, the CUP will be valid for the life of the Project and through decommissioning activities; provided, that this CUP is automatically expired, void, and revoked by the County if (a) the CCD does not occur by the third anniversary date of the CUP Effective Date, or (b) if the particular use ceases to exist for a period of six months as set forth in Zoning Regulation Article 27-105, unless otherwise agreed to by the Board of County Commissioners. If the Development Plan is voided as to all or some of the Property, Project construction and use must cease while the CUP remains in effect unless otherwise agreed to by the Board of County Commissioners, and Zoning Regulation Article 20-107 applies. 11. Governing Law; Disputes. This CUP shall be governed by and construed in accordance with the laws of the State of Kansas without regard to conflicts of laws provisions. This CUP is subject to cash basis and budget law limitations and any other limits on the authority of the County Commission to impose or grant terms extending into the future. Venue is only proper in Kansas state district court located in Seward County, Kansas, or federal district court located in Wichita, Kansas. All disputes, actions, suit s, proceedings, challenges and claims arising out of, relating to, or in connection with this CUP, including, without limitation, with respect to its execution, validity, application, interpretation, performance, failure, 14
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DRAFT Page 15 of 18 version 10.28.26 draft subject to Seward County Commission review and consideration default, breach, termination or enforcement (each a “Dispute”), shall be resolved by a court of competent jurisdiction in accordance with this CUP. 12. Enforcement; Remedies. Except the County and Thresher; other persons, entities or groups, including, but not limited to, Seward County citizens, Project host landowners, other owners of real property, and Project opponents or proponents, have no rights under this CUP and do not possess enforcement rights in this CUP. Upon a Dispute related to this CUP, a “CUP Default” of County or of Thresher may be declared by the other, only after the other has: a. Written Notice. Delivered written notice to the entity proposed to be in CUP Default, which notice shall specifically describe the Dispute , the pertinent cure period pursuant to this CUP , and the Dispute resolution(s) acceptable to the party delivering the notice, and b. Cure Period. Waited the cure period and the Dispute is not fully resolved. The cure period after the notice effective date for a Dispute related to this CUP to avoid becoming a CUP Default is: c. No Cure Period. There is no cure period for Thresher failure to complete with §I.3.e.viii. or §I.3.i. if such Default relating to §I.3.e.viii. or §I.3.i . is deemed valid by the Planning and Zoning Administrator. d. Right to Void. 45 days if County claims a right to void a CUP term pursuant to CUP §II.15. e. Risk of Material Harm. If County in good faith reasonably determines that the Dispute could put persons or property at risk of material harm, then the cure period for Developer to remove that risk of material harm will be a temporary cure period County reasonably determines in good faith and includes in the notice. f. Monetary Claim. If County claims any monetary payment is due from Thresher that Thresher does not in good faith reasonably dispute , the cure period for Thresher to pay the amount in full is 45 days after the later of (i) the payment due date, and (ii) the date that County delivers Thresher with written notice of an invoice. g. Other. Otherwise if the cure period is not governed by the above then the cure period is 45 days after the written notice effective date, unless the nature of the Dispute requires more than 45 to cure then the cure period is extended day -for-day past 45 days by the number of days that the Dispute could be fully resolved provided that the entit y commence cure within 10 days of the notice effective date and diligently good faith pursues the cure to completion. h. No Cure Period Extension. As to any Thresher obligation to make a payment, the cure period is not extended for any force majeure or similar claim, including without limitation amounts owed to the County or to any third party for insurance or other monetary obligations. The County has discretion to extend the cure period if Thresher is diligently working in good faith pursuing the cure to completion. Upon a CUP Default by the County or Thresher, the other may pursue all remedies available pursuant to this CUP, at law and in equity for said CUP Default, which 15
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DRAFT Page 16 of 18 version 10.28.26 draft subject to Seward County Commission review and consideration remedies are cumulative and not mutually exclusive. County’s remedies for Thresher CUP Default include without limitation: i. Imposing Fines. Imposing fines established in any of the County Permitting or as County might otherwise reasonably establish, j. Actual Damages. County’s actual damages, k. Self Help. The County may, following written notice of a Thresher CUP Default and expiration of any applicable cure period, perform or cause to be performed any obligation that Thresher has failed to perform and that is reasonably necessary to protect public health, saf ety, or property (“Self-Help”). Thresher shall reimburse the County for the actual, reasonable, and documented third-party costs incurred in exercising such Self-Help remedy, l. Costs of Self Help. County’s costs due to Self-Help remedy, shall be paid to County 45 days after the effective date of County written notice and invoice to Developer providing reasonable detail of the costs and damages, (e) suspend any Thresher right arising from the County Permitting, m. Suspension of Proceedings. S uspend any proceedings or other efforts in process regarding or related to any County Permitting, n. Suspension. Suspend the CUP permitted use and Project, o. Revocation or Termination of CUP. R evoke or terminate the CUP provided that such process include any additional CUP revocation or termination requirements pursuant to the Regulations, p. Revocation or Termination of County Permitting. Revocation or termination of any other County Permitting pursuant to the Regulations and other terms of the County Permitting, and q. Reasonable Costs. Reasonable costs incurred related to the Dispute, CUP Default, cure or pursuing any remedy, including without limitation reasonable attorney’s fees and costs, subject to §II.3, and r. Failure to Pay. F or Thresher’s failure to pay an amount when due pursuant to any County Permitting or an amount due because of a Thresher CUP Default, interest accruing at 15% per annum beginning on the day after the payment due date irrespective of when CUP Default occurs. Upon cure of any Thresher CUP Default the County in its sole discretion may require evidence of cure, or else the County may pursue such evidence at the cost of Thresher. 13. CUP Provisions Surviving Termination or Expiration. If this CUP is terminated for any reason or expires, Thresher shall remain liable to County for any cost incurred by the County for any damages resulting from a breach of any condition of the CUP or any Regulation, and for completion of any Thresher obligation that reasonably survives the CUP termination or expiration (for example without limitation, completing all decommissioning and restoration obligations, completing all pertinent road use and regulation terms, completing all payments due to County). The obligations set forth in this paragraph shall survive termination or expiration of this CUP for a period of three (3) years , but this sentence does not waive or modify any County right or remedy pursuant to any other agreement or document. 14. CUP Interpretation. 16
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DRAFT Page 17 of 18 version 10.28.26 draft subject to Seward County Commission review and consideration a. Recitals, Appendices and Exhibits. Recitals, Appendices, and Exhibits attached are incorporated by reference into this CUP as if fully set forth, and are intended to be construed as part of this CUP’s terms and conditions. b. Thresher. “Thresher” means the original Applicant and CUP grantee, or upon a permitted transfer complying with CUP § II.6., then the transferee. c. Capitalized Terms in CUP. Capitalized terms used in this CUP including CUP Appendices I and II but excluding in any of its Exhibits, are defined: i. Defined in CUP. In this CUP without its Exhibits; ii. Defined Most Consistently in Exhibits. If not defined in this CUP without its Exhibits, then as defined most consistently within the CUP Exhibits; iii. Defined in Regulations. If not defined in this CUP including any of its Exhibits, then in the Regulations; or iv. Defined Interpretation and Construction Provisions. If not defined pursuant to the above definition rules, then as defined in the interpretation and construction provisions and rules of the Regulations. d. Capitalized Terms in Exhibits . Capitalized terms used in an Exhibit to this CUP are defined pursuant to the terms of that specific Exhibit document. e. Invalidity. Should any claim by anyone other than the County cause any section, clause, or provision of this CUP be declared invalid or unconstitutional by any court of competent jurisdiction, the same will not affect the validity of this CUP as a whole, or any part thereof, other than the part so declared to be invalid or unconstitutional, the County may amend or reform the CUP as necessary to include a sufficient replacement provision acceptable to the County in its sole but reasonable discretion. f. County Authority. This CUP does not waive or limit the County’s police power, home rule, regulatory authority, or any other County authority or discretion or any County liability limitations, pursuant to applicable law from time-to-time. g. Conflict Resolution. In the event of any conflict (i) of terms within this CUP, or (ii) between this CUP and any of the Application, Regulations, other Law, or County Permitting; the conflict shall be resolved by giving effect to the provision most specifically applicable to the subject matter at issue. If the conflict cannot be resolved on that basis, the applicable provisions shall be interpreted, to the extent reasonably possible, in a manner that gives effect to each without creating a conflict. h. Provisions Not Expressly Approved. Any Application provision not expressly approved or allowed pursuant to this CUP is not assumed to be approved by this CUP. i. Time. Time is of the essence of each provision and obligation of or related to this CUP. j. Discretion. The Seward County Administrator or Planning and Zoning Administrator may each individually interpret, waive, and enforce, any CUP provision; unless the BOCC 17
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DRAFT Page 18 of 18 version 10.28.26 draft subject to Seward County Commission review and consideration elects to retain any of that discretion from time -to-time. If a County Permitting role is assigned to any County personnel who is unwilling or unable to perform the role or perform the role without additional support, the Seward County Administrator has authority to perform or cause the role to be performed by one or more other or additional County personnel or contractors. k. CUP Construed Against County. No phrase, sentence, clause, provision, or section of this CUP will be construed against the County as a result of the County having acted as the primary drafter thereof. l. Subject to Regulations. This CUP incorporates the terms and conditions of any required provisions of the Application or Regulations and remains subject to the Regulations. m. Headings. Headings of CUP sections and sub -sections are merely for organizational convenience and do not affect the interpretation of the CUP text. n. Approval from Planning and Zoning Administrator. To the extent that Thresher needs to obtain approval from the Planning and Zoning Administrator related to any County Permitting Documentation, such approval will be contingent on approval of any other County personnel with the applicable skill, experience, or powers over the subject matter at issue. o. Level of Detail . The Parties agree that the varying levels of details do not indicate a limitation of County discretion when interpreting or enforcing the provisions of County Permitting Documentation. 15. County Assumptions. The CUP assumes the Application accuracy and completeness of all required information without any independent verification by Seward County, and the County may elect in its sole discretion to void any pertinent term of this CUP that in part was based on any inaccurate or incomplete portion of the Application, if the County determines part of the Application is inaccurate or incomplete then County will provide notice to Thresher of that Dispute, specifying the issue to resolve. If the county voids any pertinent term of this CUP then the remainder of the CUP shall not be affected by such finding, and a provision shall be deemed added as may be possible to accurately reflect the intention of the parties and so as to make the provision accurate and complete. 16. Termination of Prior Agreements. Upon the approval of this CUP and the approval of all required Agreements and permit approvals needed to start construction shall result in the termination and shall supersede all terms and rights granted by the prior Conditional Use Permit for Cimarron Wind Project, LLC and all other related County approvals are terminated and void. 18
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EXHIBIT A: SELECT ZONING REGULATIONS 20-103 Development Plan Application for a “Planned” district, a "PUD" Planned Unit Development or a Conditional Use and development plan approval shall be made in accordance with the procedures outlined in Article 32 of these Regulations. The application shall include a development plan that describes the applicant's intentions for the use and development of the property. The development plan shall include and/or display the following information: 1. A topographic survey indicating the legal description, property boundary, existing contours, existing utilities and easements, and natural and manmade features of the property. 2. A development plan, drawn to the same scale as the topographic survey, indicating: a. existing contours (shown as dashed lines). b. proposed contours (shown as solid lines) c. location and orientation of all existing and proposed buildings. d. areas to be used for parking, including the number and arrangement of stalls. e. areas to be developed for screening, including the location of plant materials, and screening structures and features. f. pedestrian and vehicular circulation, and their relationship to existing streets, alleys and public right-of-way. g. points of ingress and egress h. location of all existing and proposed utilities (sanitary sewage systems, water systems, storm drainage systems, gas lines, telephone lines and electrical power lines). i. drainage controls (retention or detention ponds). j. location, size and characteristics of identification and business signs. k. lighting layout, appurtenances, and intensity of illumination. l. proposed finished floor elevations of all buildings and structures. 3. A statement of intent shall accompany the preliminary development plan to explain the measures used to achieve compatibility of the proposed development with surrounding properties through the planning of the site and the location and design of structures. 20-105 Development Plan – Phasing, Time Restrictions The applicant may proceed with construction based on the entire development plan, or may elect to develop the property in phases. The applicant may submit the development plan separately for the first and each successive phase of construction, or for all of the project with a depiction of the phasing sequence; however, all “Planned” districts, "PUD"s and Conditional Uses approved with a development plan shall have construction begun with one (1) year of said approval by the Seward County Planning Commission. The 19
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applicant may request a one (1) year extension of this time restriction by submitting a request in writing to the Seward County Planning Commission stating the reasons construction has not begun and at what time construction is expected to begin. If the Seward County Planning Commission agrees, the one (1) year extension may be granted one time but shall not be granted for any longer period. The Seward County Planning Commission shall review the development plan and shall act on said plan in a reasonable time period. Upon approval by the Seward County Planning Commission, the development plan shall be filed for record in the office of the Zoning Administrator. After the development plan has been approved, and when in the course of carrying out the development plan, minor adjustments are requested by the applicant and such adjustments conform to the minimum standards established by the approved development plan for building coverage, parking spaces, points of ingress and/or egress, heights, setbacks and/or other requirements, such adjustments may be made by the Zoning Administrator. If the requested adjustments are deemed by the Zoning Administrator to exceed the minimum standards established by the approved development plan, the revised development plan must be submitted and approved by the Seward County Planning Commission before any further work can proceed. Said revised development plan shall not require another public hearing unless the Seward County Planning Commission determines that the revisions requested are so significant that the public interest will be protected only by conducting a public hearing on said revised development plan. Regardless of whether a public hearing is required or not, at no time shall the Conditional Use previously approved be subject to disapproval. The only issue in said review shall be the requested revisions to the previously approved development plan. Those properties granted a Conditional Use Permit at the time of adoption of these Regulations and which do not have an approved Development Plan may submit a Development Plan at any time for administrative approval by the Zoning Administrator, including to propose an enlargement, expansion or other improvement of said use as permitted by these Regulations. If the Zoning Administrator deems the proposal beyond his/her authority, the owner may submit the proposed Development Plan to the Seward County Planning Commission as outlined in the paragraph above. Article 24 – Sign Regulations Sections: 24-101 Purpose and Scope 24-102 Objectives 24-103 Definitions 24-104 General Sign Requirements 24-105 Procedural Requirements 24-106 Design and Construction Standards 20
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24-107 District Regulations 24-108 Nonconforming Signs 24-101 Purpose and Scope: The purpose of this Article is to encourage the effective use of signs as a means of communication; to maintain and enhance the aesthetic environment and the ability of Seward County and the City of Kismet to attract sources of economic development and growth; to improve pedestrian and vehicular safety; to eliminate excessive and confusing signage; to promote compatibility of signage with nearby public and private property; to enable the fair and consistent enforcement of this Article by governing the placement, use and structural quality of outdoor signs and other advertising and identification devices together with their appurtenant and auxiliary apparatus. After the effective date of these Regulations, no sign shall be erected, constructed, reconstructed or otherwise altered without first obtaining a separate sign permit. Such sign permit shall be legally issued only when in compliance with the regulations set forth in this Article. 24-102 Objectives: This Article is found to be necessary and proper to the following objectives: 1. To protect the general public from damage and injury which may be caused by the faulty and unregulated construction of signs. 2. To prevent the obstruction of traffic visibility and confusion with traffic control devices resulting from improperly placed and designed signs. 3. To ensure the visual quality of signs and preserve and promote aesthetic quality in Seward County and the City of Kismet, Kansas. 24-103 Definitions: For the purpose of this Article, certain terms, phrases and words used throughout this Article shall have the meaning assigned them in this section: 1. General: a. ABANDONED SIGN: Any sign, including off-site signs unless owned and operated by a bona fide billboard company, which no longer directs a potential customer to or exhorts any person, or advertises a bona fide business, project, product, service or activity. b. DAMAGED SIGN: Any sign, including off-premise signs, damaged by any means, more than fifty percent (50%) of its value. c. FACADE: The entire exterior surface of a particular side of a structure or establishment to be considered in the calculation of the maximum gross surface area of a wall, roof or projecting sign or signs. d. INDIRECTLY ILLUMINATED SIGN: Any sign which is partially or completely illuminated at any time by a light source separate from the sign housing which is so shielded as to not be visible at eye level. 21
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e. MARQUEE: A permanent roofed structure attached to and supported by the building and projecting over public property. f. OFF-PREMISES SIGN: A sign delivering a message or advertisement other than the name, occupation or nature of the activities conducted on the premises or the products sold or manufactured thereon, and shall include all billboard signs and political signs with a gross surface area of more than thirty-two (32) square feet. g. ON-PREMISES SIGN: A sign which carries only advertisement that is incidental to a lawful use of the premises on which it is located, including signs or sign devices indicating the business transacted, services rendered, goods sold or produced on the premises, the rental or lease of products or building space, and/or name of the person, firm or corporation occupying the premises. h. OWNER: Any person(s), firm(s), corporation(s), or any other legal entity having legal title to or sufficient proprietary interest in a tract of land (including leasehold interests) or a sign. i. SEMI-ILLUMINATED SIGN: Any sign located on a building which building face is uniformly illuminated over its entire area, including the area of the sign, by use of electric or other artificial light. Semi-illuminated signs shall be permitted in any location where illuminated signs are permitted. j. SIGN: Any advertising device or surface placed out-of-doors, on or off premises, or placed inside a building when in view of the general public, which conveys information or identification. Included in this definition of "sign" shall be any structure used for said display and all sign supports. k. SIGN, GROSS SURFACE AREA OF: The gross surface area of a sign shall be the sum of all surface areas of the sign faces that are visible from the traveled way to which they face; except that ground or pole signs designed as double-faced signs shall have only one face of the sign be considered in determining the sign area. Each surface area shall include the total area within a single continuous perimeter enclosing the extreme limits of the sign elements. l. SIGN AREA, MAXIMUM TOTAL GROSS SURFACE AREA: Maximum allowed square footage of sign area permitted per zoning lot. m. SIGN, HEIGHT: The height of a sign as measured from ground level at the foundation of the sign to the highest element of the sign. n. SIGN SETBACK: The horizontal distance between a sign and a front and/or side lot line, as measured from that part of the sign, including its extremities and supports, nearest to any point on an imaginary vertical plane projecting from the front and/or side lot line. o. SIGN STRUCTURE: An element or assemblage of elements which supports or is capable of supporting a sign. A sign structure may be 22
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free-standing, attached to a building, an integral part of the building, or combination thereof. p. VISIBILITY TRIANGLE: The triangular area formed by the intersecting street right-of-way lines and a straight line joining said street right-of- way lines at points which are thirty (30) feet distant from the point of intersection, measured along said right-of-way lines. q. ZONING ADMINISTRATOR: See Article 1. 2. Classification of Signs: a. Functional Types of Signs: (1) ADVERTISING SIGN: A sign which directs the attention of the public to a business, commodity, service or entertainment conducted, sold, or furnished at a location OTHER than the premises on which the sign is located or to which it is affixed. An advertising sign is also known as a billboard. (2) ADVERTISING DECORATION: Any sign which has attached various sign materials used for temporary display and decoration, including streamers, banners, pennants, pinwheels, commercial flags, bunting, and similar devices. (3) BILLBOARD: An off-premise sign, or portion thereof, consisting of outdoor signs which advertise, promote, or otherwise disseminate information pertaining to goods, products, or services, including charitable services, political services or appeals, not related to goods, products, or services which comprise a primary use on the premises where the sign is located. Such signs include, but are not limited to: (a) Poster panels or bulletins normally mounted on a building wall or freestanding structure with advertising copy in the form of pasted paper. (b) Multi-prism signs, which are poster panels or bulletins normally mounted on a building wall or freestanding structure with advertising copy in the form of pasted paper and alternating advertising message on the one (1) display area. (c) Painted bulletins, where the advertiser's message is painted directly on the background of a wall-mounted or freestanding display area. (d) Off-premise signs on motor vehicles, trailers or other structures not otherwise defined herein, when such motor vehicle, trailer or other structure is used for advertising purposes. 23
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(4) BULLETIN BOARD SIGN: An on-premise sign containing the name of the institution or organization, which may include names of persons connected with it, announcing persons, events or activities occurring at the institution or organization. Such signs may also present a greeting or similar message. (5) BUSINESS SIGN: A sign which directs attention to a business or profession conducted, or to a commodity or service sold, offered or manufactured, or to an entertainment offered on the premises where the sign is located. (6) CONSTRUCTION SIGN: A temporary on-premise sign indicating the names of architects, engineers, landscape architects, contractors, similar artisans, and financiers involved in the design and construction of a structure or project during the period of construction. (7) DIRECTIONAL SIGN: An on-premise sign containing words or symbols indicating an entrance to, or exit from, a building as well as the location of parking, loading, restrooms, and emergency entrances which are for the convenience of the public. (8) FARM/RANCH DIRECTIONAL SIGN: An off-site sign which provides direction to the headquarters of the farm or ranch. (9) FIRST AMENDMENT SIGN: A sign which gives a non-commercial opinion of the sign owner and which is located on the property owned or occupied by the owner of the sign. (10) IDENTIFICATION SIGN: An on-premise sign giving the name and address of a building, business, development or establishment. (11) NAMEPLATE SIGN: An on-premise sign giving the name and/or address of the owner or occupant of a building or premises on which it is located, and where applicable, a professional title. Or in the case of a farm or ranch, or a rural residence, a sign giving the name of the owner or occupant, or of the farm or ranch, or other such similar identifying name. (12) OFFICIAL SIGN: A sign erected, maintained and owned by a public entity within its own jurisdiction or, for a city or affiliated entity, within three (3) miles of the city limits. (13) POLITICAL SIGN: A sign pertaining to the announcement of an individual being a candidate for an elective political office, or addressing a position with respect to an official ballot question appearing before the electorate. Any such sign exceeding thirty-two (32) square feet of gross surface area shall be classified as an off-site sign and regulated accordingly. (14) PROJECT DIRECTORY SIGN: An on-premise sign containing the names and locations, in list or map form, of the individual components making up a planned unit development, shopping center, or similar project. 24
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(15) PROJECT TITLE SIGN: An on-premise sign which carries the overall name of a residential subdivision, shopping center, industrial park, medical complex, unified development, manufactured home park, and similar projects. A project title sign shall also include signs placed prior to actual development designating the location as the “Future Home Of...”, or similar message. (16) REAL ESTATE SIGN: An on-premises sign displayed for the purpose of offering real property for sale, lease or rent. (17) REAL ESTATE DIRECTIONAL SIGN: An off-premise sign which provides direction to the location where real estate is offered for sale or lease. (18) RURAL BUSINESS DIRECTIONAL SIGN: An off-premise sign which provides direction to the location of a business. (19) SERVICE SIGN: A sign which is owned by and displays information on a non-profit, service, charitable and/or religious organization or group. (20) SPECIAL SIGN: Any sign classified as a farm/ranch directional sign, rural business sign and/or a service sign. These signs are permitted only so long as they remain allowable under the Kansas Highway Advertising Control Act as administered by the Kansas Department of Transportation. (21) TEMPORARY SIGN: Any on-premise sign, including, but not limited to, signs of lightweight cardboard, airborne, plastic or paper material, intended to be displayed for not more than sixty (60) days. b. Structural Types of Signs: (1) ARCH SIGN: Any sign located at the drive entrance to a farm, ranch or rural residence, either adjacent to or arched over the drive entrance. (2) AWNING SIGN: Any sign affixed directly on, painted on or attached to an awning. (3) CANOPY SIGN: Any sign affixed directly on, painted on or attached to a canopy. (4) COMMERCIAL BALLOON SIGN: An on-premise, temporary sign that is inflated and exceeds five (5) square feet in area, as measured at the largest cross-section, designed to advertise a specific product or service sold, produced or conducted on the premises, on which advertising copy, logos, symbols or emblems may or may not be printed, painted or attached. Commercial balloon signs may be tethered or mounted to a structure or the ground. (5) DOUBLE-FACED SIGN: A sign having two faces or sides designed for use as a sign message area. (6) GROUND SIGN: A sign placed upon, or supported by the ground independently of any building or structure on the property. This includes 25
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a sign supported on poles or posts, whose base of the face is less than six (6) feet above ground level. (7) MARQUEE SIGN: Any sign mounted on, painted on or supported by a marquee. (8) POLE SIGN: A sign whose base of the face is six (6) feet or more above ground level and is supported by poles or posts. (9) PORTABLE SIGN: An on-site sign designed in such a manner to be readily movable and not permanently attached to the property. Any non- permanent sign not classed as a temporary sign shall be deemed to be a portable sign. (10) PROJECTING SIGN: Any sign that is wholly or partially attached to and dependent upon a building for support and which projects more than one (1) foot beyond the face of said building. (11) ROOF SIGN: A sign mounted and supported wholly upon or over the roof of any structure. (12) WALL SIGN: A sign attached to or painted on a wall in such a manner that the exposed face of the sign is in a plane approximately parallel to the plane of the wall. 24-104 General Sign Requirements: 1. Traffic Safety: No sign shall be maintained at any location where it may interfere with the view of, or where it may obstruct view of, or interfere with, mislead or confuse traffic. Nor shall any sign be placed in the visibility triangle as defined in these Regulations, or project into said area unless the bottom edge of the projecting sign is at least ten (10) feet above the centerline grade of the intersecting streets and the sign supports are constructed to minimize the obstruction of the view of traffic. 2. Clearance from Electrical Power Lines: No metal ground sign shall be located within eight (8) feet vertically and eight (8) feet horizontally of electrical wire or conductors in free air carrying more than 48 volts, without regard to whether or not such wires or conductors are insulated or otherwise protected. 3. Illuminated Signs: Illuminated signs shall be shaded wherever necessary to avoid casting bright light upon property located in any residential district or upon any public street or park. 4. Use of Spotlights And Floodlights for Illumination: It shall be unlawful for any person to have any sign which is wholly or partially illuminated by floodlights or spotlights that interfere with the vision of pedestrians or vehicular traffic. 5. Flashing or Moving Signs: No flashing signs, rotating or moving signs, animated signs, signs with moving lights, or signs which create the illusion of movement shall be permitted. A sign whereon the current time and/or temperature is indicated by intermittent lighting shall not be deemed to be a 26
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flashing sign if the lighting changes are limited to the numerals indicating the time and/or temperature not more often than five (5) seconds. 6. Signs Not To Be Located Within Public Right-of-Way: Any signs and supports which are located upon or over the public right-of-way, including streets, alleys and parkways, shall be prohibited; provided, however, the following exceptions shall be allowed: a. Signs and supports required by governmental authority. b. Signs on commercial vehicles or commercial trailers which denote the name and address of a bona fide business which owns or leases said vehicle when these vehicles are lawfully operated or parked and not used expressly for the purpose of advertising a product, service or activity. c. A temporary sign located on public property used to announce a special event or activity when written authorization is granted by the Zoning Administrator that the sign will not constitute a traffic hazard or nuisance, and the sign is located in a proper zone. The Zoning Administrator may utilize the opinions of both the Sheriff and the County Engineer in making a determination under this provision. 7. Obstruction to Exit: No sign shall be erected so as to obstruct any fire escape, required exit, window, or door opening intended as a means of egress. 8. Obstruction to Ventilation: No sign shall be erected which interferes with any opening required for ventilation. 9. Signs on Trees or Utility Poles: No sign shall be attached to a tree or utility pole whether on public or private property. 10. Corner and Through Lots: On corner and through lots, each lot line that abuts a street or highway shall be considered a separate street frontage. On corner and through lots, restrictions that are phrased in terms of "signs per zoning lot" shall be deemed to permit the allowable number of signs facing each street or highway that abuts the lot. 11. Maintenance Required: Signs shall be maintained so as to be structurally sound and in a safe condition, and shall be kept in a state of undeteriorated appearance by means of painting, sealing or coating and repair or replacement of damaged parts, panels or lights. In addition, the premises surrounding all ground signs shall be maintained by the owner thereof in a sanitary and uncluttered condition, free and clear of all noxious substances, rubbish, litter and weeds. 12. Clearance Drop Zone for Pole Signs: Pole signs shall be located so as to provide a clearance drop zone in all directions such that the pole sign would fall on the property on which it is located. This requires that the pole sign be 27
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setback from all property lines a minimum distance equal to the height of the pole sign. 13. Classification of Signs: a. Functional Types: (1) Advertising Sign or Billboard Sign (2) Advertising Decoration Sign (3) Bulletin Board Sign (4) Business Sign (5) Construction Sign (6) Directional Sign (7) Farm/Ranch Directional Sign (8) First Amendment Sign (9) Identification Sign (10) Nameplate Sign (11) Official Sign (12) Political Sign (13) Project Directory Sign (14) Project Title Sign (15) Real Estate Sign (16) Real Estate Directional Sign (17) Service Sign (18) Special Sign (19) Temporary Sign b. Structural Types: (1) Arch Sign (2) Awning Sign (3) Canopy Sign (4) Commercial Balloon Sign (5) Ground Sign (6) Marquee Sign (7) Pole Sign (8) Portable Sign (9) Projecting Sign (10) Roof Sign (11) Wall Sign 24-105 Procedural Requirements: 1. Permit: Except for signs listed in section 24-105 (6) of this section, no sign shall be painted, constructed, erected, repainted, remodeled, relocated, or 28
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expanded unless such sign complies with the requirements of these Regulations. A sign permit shall be obtained from the Zoning Administrator prior to construction of any sign. Fees for sign permits shall be as established by resolution of the Governing Body. 2. Application for Permit: Application for a permit shall be made in writing upon forms provided by the Zoning Administrator and shall contain, or have attached, such information as the Zoning Administrator shall deem necessary to show full compliance with this and all other applicable laws and regulations of Seward County, Kansas. This may include drawings indicating the sign legend or advertising message, location, dimensions, construction and structural design. If the Zoning Administrator deems it necessary, he may also require that a licensed engineer furnish information concerning structural design of the sign and the proposed attachments. No sign permit shall be issued until the appropriate fees have been paid. 3. Issuance of Permit: Upon the filing of an application for a sign permit, the Zoning Administrator or designate shall examine such plans and specifications, along with the premises upon which it is proposed to erect the sign, and other pertinent data, to determine if the provisions of the Sign Regulations of Seward County, Kansas, are complied with. If all such requirements are met, the permit shall be issued. If the work authorized by such permit is not started within 90 days from the date of its issuance, such permit shall become null and void. The issuance of the Sign Permit as required by these Regulations shall not act in lieu of any other permits or fees required by any other provisions of these Regulations or any other rules or regulations applicable to such sign and its placement. 4. Permit Revocation: If the Zoning Administrator shall find that any sign subject to this Article is unsafe or structurally unsound, is a menace to the public, or has been constructed or erected or is being maintained in violation of the provisions of this Article, written notice shall be given to the owner, occupant, or person-in-charge, specifying the problem. If such person fails to remove or alter the sign so as to comply with the provisions of this Article within thirty (30) days of such notice, the Zoning Administrator may cause such sign to be removed or altered to comply with this Article. 5. Sign Removal: A. All abandoned signs and their supports shall be removed within thirty (30) days from the date of notification of abandonment by the Zoning Administrator. The Zoning Administrator may grant a time extension not exceeding an additional thirty (30) days for an abandoned, non- damaged sign. All signs structurally damaged shall be repaired or removed within thirty (30) days of the date of notification by the Zoning Administrator. B. If the owner, occupant, or person-in-charge, after due notice, fails or refuses to correct a violation of this Article, the Zoning Administrator 29
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shall cause such signs and their supports to be demolished and removed. If such sign cannot be demolished because it is painted on a building or other non-sign structure, such sign shall be painted over or removed by sandblasting. C. When in the opinion of the Zoning Administrator any sign is in such condition as to constitute an imminent hazard requiring immediate action to protect the public, he may erect barricades or cause the sign to be taken down, repaired, shored, or otherwise made safe without delay. Such action, under such circumstances, may be taken without prior notice to or hearing of the owner, agents, leinholders, and occupants. D. Any cost incurred by the County or City associated with the demolition, removal or repair of any sign under the provisions of this Code shall be levied, certified, and collected as a special assessment against the lot or tract of ground upon which the sign was located. Said assessment, if not paid when due, shall be certified to the County or City Clerk for collection with other special assessments. 6. Exemptions From Permits: The following signs shall be exempt from paying fees and obtaining a sign permit; however such signs shall be subject to the Sign Regulations. (This exemption shall not be construed as relieving the owner of the sign from the responsibility for its meeting the structural and maintenance requirements as specified in these Regulations): a. Real estate sign advertising the sale, rental or lease of the premises on which the sign is displayed, with the following limitations: One (1) unlighted sign per street frontage per listing, provided that a maximum of six (6) real estate signs be permitted on a zoning lot. b. Real estate directional sign not exceeding six (6) square feet in area. c. Advertising decoration signs, and any indoor signs, even though such signs may be visible from the outside of the building. d. No more than two (2) temporary on-site signs placed in or upon windows of a commercial or industrial building, whether painted or attached. e. Nonelectrical nameplates not exceeding two (2) square feet in area. f. Nonelectrical construction signs denoting the architect, engineer or contractor when placed upon work under construction, and not exceeding thirty two (32) square feet in area. g. Nonelectrical identification signs. h. Nonelectrical arch nameplate signs. i. Nonelectrical memorial signs or tablets giving names of persons or buildings and date of erection not to exceed twenty-five (25) square feet in size. 30
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j. Project title signs for subdivision identification, both on-site and off- site, subject to the following conditions: (1) On-site signs shall be allowed as long as lots remain vacant within the subdivision. Off-site signs shall be allowed for a maximum of two (2) years; however the Zoning Administrator may grant six (6) month extensions until the subdivision is seventy percent (70%) sold to either a builder or an individual buyer. (2) On-site and off-site signs shall be unlighted; shall be neither reflective nor fluorescent; and shall be used exclusively for the purpose of advertising the subdivision. (3) No sign shall be authorized until the final subdivision plat has been duly recorded. (4) On-site signs shall be located at or near entrances to the portion of the subdivision under construction, and not more than two (2) sign structures shall be maintained in any one (1) subdivision less than forty (40) acres in size. For each additional forty (40) acres or fraction thereof, one (1) additional sign may be erected. (5) Off-site signs shall be located on the most direct routes from the major road network to the location of the subdivision. However, when said off-site sign is located along a highway that is regulated by the billboard provisions of this Article, the location of such off-site sign shall be subject to the billboard provisions of this Article. (6) The maximum area shall be one hundred twenty eight (128) square feet for each sign. (7) The maximum length of any sign shall be sixteen (16) feet. k. Signs of a duly constituted governmental body, including directional signs for public buildings and uses, traffic or similar regulatory devices, legal notices, warnings at railroad crossings, and other instructional or regulatory signs having to do with health, hazards, parking, swimming, dumping and other similar signs. l. Advertising decorations, temporarily displayed during special event periods only, such as grand openings, holidays, carnivals and the like, with a limit of twelve (12) such events and a total time limitation of eight (8) weeks within any calendar year for any business or institution. m. Auction signs placed along roads and highways on private property advertising auctions off said roads or highways; provided, said signs shall not be placed more than thirty (30) days prior to said auction and shall be removed within seven (7) days of the completion of said 31
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auction or sale. Said signs shall not be more than thirty two (32) square feet in area and shall not be illuminated. n. Political signs, when located on private property with the permission of the owner or tenants, provided that not more than four (4) signs shall be allowed for each street frontage per zoning lot. Total area of all signs shall not exceed sixty-four (64) square feet per zoning lot. All signs shall be removed within seven (7) days following the election in which the candidate is elected to office or is eliminated from further participation in the election as a candidate, of after a ballot question has been decided. o. Flags or emblems of a government or of a political, civic, philanthropic, educational or religious organization, displayed on private property, but only if the flag or emblem is used solely as an identifying symbol and does not include advertising language. p. Address numerals and other signs required to be maintained by law or governmental order, rule or regulation, provided that the content and size of the sign do not exceed the requirements of such law, order, rule or regulation. q. Such additional signs as "No Hunting," "No Fishing," "No Trespassing" and other like signs. 7. Exemption From Fees: The signs listed below shall be exempt from paying fees; however, a permit shall be obtained and they shall be subject to the Sign Regulations. This exemption shall not be construed as relieving the owner of the sign from the responsibility for its meeting the structural and maintenance requirements as specified in these Regulations. a. Nonelectrical bulletin boards not exceeding thirty two (32) square feet in area for public, educational, charitable, fraternal or religious institutions when such sign is located on the premises of such institution. b. Directional and special signs. 24-106 Design and Construction Standards: The design and construction of signs and sign structures shall be subject to the following standards: 1. Ground Signs: a. Letters, Materials to be Secured: All letters, figures, characters, or representations in cutout or irregular form maintained in conjunction with, attached to, or superimposed upon any ground sign shall be safely and securely built or attached to the sign's structure. 32
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2. Projecting Signs: The following provisions shall apply only within the City of Kismet, Kansas. a. Removable Parts to be Secured: Any removable parts of projecting signs, such as a cover of a service opening, shall be securely fastened by safety chains or hinges. b. Location: The horizontal clearance between a projecting sign and the curb line shall be not less than two (2) feet. A projecting sign projecting more than two-thirds of the distance from the property line to the curb line shall be not less than ten (10) feet above the ground or pavement below. A projecting sign projecting less than two-thirds of the distance from the property line to the curb line shall be not less than eight (8) feet above the ground or pavement below. c. Awnings: Awnings, whether used as a sign or not, may extend over public property not more than seven (7) feet from the face of a supporting building but no portion shall extend nearer than two (2) feet to the face of the nearest curb line measured horizontally. In no case shall the awning extend over public property greater than two-thirds of the distance from the property line to the nearest curb in front of the building site. 24-107 District Regulations: 1. Seward County Agricultural and Single-Family Residential Districts: The following types of signs, along with applicable size, height, and setback requirements in districts zoned "AG", “AR”, "RR", "SR", "R-1" and "V-1", are permitted: a. Functional Types: (1) Advertising Decoration Sign. (2) Bulletin Board Sign, except for single-family dwellings. (3) Business Sign for permitted home occupation. (4) Construction Sign. (5) Directional Sign, except for single-family dwellings. (6) First Amendment Sign. (7) Identification Sign. (8) Nameplate Sign. (9) Official Sign. (10) Political Sign. (11) Project Directory Sign. (12) Project Title Sign. (13) Real Estate Sign. (14) Real Estate Directional Sign. 33
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(15) Special Sign. (16) Temporary Sign. b. Structural Types: (1) Arch Sign. (2) Ground Sign. (3) Wall Sign. c. Number of Signs Permitted: No more than one (1) ground sign and one (1) wall sign shall be permitted for each zoning lot having frontage on a public right-of-way, regardless of the functional type of sign; provided, however, that project title signs shall be permitted as authorized by Article 24-105(6)(j) of these Regulations in addition to the sign restrictions listed above. d. Maximum Gross Surface Area: (1) Advertising Decoration Sign: Eight (8) square feet per sign. (2) Bulletin Board Sign: Twenty-five (25) square feet per sign. (3) Business Sign: Eight (8) square feet per sign. (4) Construction Sign: Thirty-two (32) square feet per sign. (5) Directional Sign: Eight (8) square feet per sign. (6) First Amendment Sign: Thirty-two (32) square feet per sign. (7) Identification Sign: Eight (8) square feet per sign. (8) Nameplate Sign: Four (4) square feet per sign. (9) Official Sign: One hundred (100) square feet per sign. (10) Political Sign: Thirty-two (32) square feet per sign. (11) Project Directory Sign: Sixty-four (64) square feet per sign. (12) Project Title Sign: One hundred twenty eight (128) square feet per sign. (13) Real Estate Sign: Eight (8) square feet per sign. (14) Real Estate Directional Sign: Eight (8) square feet per sign. (15) Special Sign: The maximum size of the sign at those locations subject to the Highway Beautification Act of Kansas shall conform to the “Rural Business Directional Sign Policy” of the Kansas Department of Transportation. For all other locations, the maximum size of the sign shall be eight (8) square feet per sign. (16) Temporary Sign: Eight (8) square feet per sign. d. Maximum Height: (1) For Arch Signs: Fifteen (15) feet. 34
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(2) For Ground Signs: Six (6) feet. (3) For Wall Signs: Not higher than the height of the top or ends of the wall section to which the sign is attached or affixed. In no case shall the sign be permitted to be placed on the roof. e. Required Setback: Unless otherwise provided within this Article, no sign shall project beyond the property line of the lot on which it is located along all street frontages; nor closer than ten (10) feet from any side or rear property line. f. Illumination: No sign shall be illuminated, except that Bulletin Board and Identification signs may be lighted indirectly with incandescent or fluorescent lights. 2. City of Kismet Residential Districts: The following types of signs, along with applicable size, height, and setback requirements in districts zoned "R-1A", “R-1B” and “RP-2” are permitted: a. Functional Types: (1) Advertising Decoration Sign. (2) Bulletin Board Sign, except for single-family dwellings. (3) Business Sign for permitted home occupation. (4) Construction Sign. (5) Directional Sign, except for single-family dwellings. (6) First Amendment Sign. (7) Identification Sign. (8) Nameplate Sign. (9) Official Sign. (10) Political Sign. (11) Project Directory Sign. (12) Project Title Sign. (13) Real Estate Sign. (14) Real Estate Directional Sign. (15) Special Sign. (16) Temporary Sign. b. Structural Types: (1) Ground Sign. (2) Wall Sign. c. Number of Signs Permitted: No more than one (1) ground sign and one (1) wall sign shall be permitted for each zoning lot having frontage on a public right-of-way, regardless of the functional type of sign; provided, 35
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however, that project title signs shall be permitted as authorized by Article 24-105(6)(j) of these Regulations in addition to the sign restrictions listed above. d. Maximum Gross Surface Area: (1) Advertising Decoration Sign: Eight (8) square feet per sign. (2) Bulletin Board Sign: Twenty-five (25) square feet per sign. (3) Business Sign: Eight (8) square feet per sign. (4) Construction Sign: Thirty-two (32) square feet per sign. (5) Directional Sign: Eight (8) square feet per sign. (6) First Amendment Sign: Thirty-two (32) square feet per sign. (7) Identification Sign: Eight (8) square feet per sign. (8) Nameplate Sign: Four (4) square feet per sign. (9) Official Sign: One hundred (100) square feet per sign. (10) Political Sign: Thirty-two (32) square feet per sign. (11) Project Directory Sign: Sixty-four (64) square feet per sign. (12) Project Title Sign: One hundred twenty eight (128) square feet per sign. (13) Real Estate Sign: Eight (8) square feet per sign. (14) Real Estate Directional Sign: Eight (8) square feet per sign. (15) Special Sign: The maximum size of the sign at those locations subject to the Highway Beautification Act of Kansas shall conform to the “Rural Business Directional Sign Policy” of the Kansas Department of Transportation. For all other locations, the maximum size of the sign shall be eight (8) square feet per sign. (16) Temporary Sign: Eight (8) square feet per sign. d. Maximum Height: (1) For Ground Signs: Six (6) feet. (2) For Wall Signs: Not higher than the height of the top or ends of the wall section to which the sign is attached or affixed. In no case shall the sign be permitted to be placed on the roof. e. Required Setback: Unless otherwise provided within this Article, no sign shall project beyond the property line of the lot on which it is located along all street frontages; nor closer than five (5) feet from any side or rear property line. f. Illumination: No sign shall be illuminated, except that Bulletin Board and Identification signs may be lighted indirectly with incandescent or fluorescent lights. 36
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3. City of Kismet Commercial Office District: The following types of signs, along with applicable size, height, and setback requirements in the district zoned "CP-0”, are permitted: a. Functional Types: (1) Advertising or Billboard Sign, subject to the provisions of Section 24-107(9) herein. (2) Advertising Decoration Sign. (3) Bulletin Board Sign. (4) Business Sign. (5) Construction Sign. (6) Directional Sign. (7) First Amendment Sign. (8) Identification Sign. (9) Nameplate Sign. (10) Official Sign. (11) Political Sign. (12) Project Directory Sign. (13) Project Title Sign. (14) Real Estate Sign. (15) Real Estate Directional Sign. (16) Special Sign. (17) Temporary Sign. b. Structural Types: (1) Awning and Canopy Sign. (2) Commercial Balloon Sign. (3) Ground Sign. (4) Pole Sign. (5) Projecting Sign. (6) Wall Sign. c. Number of Signs Permitted: The following standards shall apply. (1) Awning and Canopy Signs, Projecting Signs, and Wall Signs: No limit on the number of individual signs allowed on each building elevation having street frontage or fronting on a parking area; however the total area covered shall not be greater than twenty percent (20%) of each building elevation or more than two hundred (200) square feet in area, which ever is less. 37
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(2) Advertising or Billboard Signs: See section 24-107(9) of this Article. (3) Commercial Balloon Signs: See section 24-107(8) of this Article. (4) Ground Signs and Pole Signs: Lots with 200 feet or less of public street frontage shall be permitted one sign. Lots with more than 200 feet of public street frontage shall be permitted more than one sign provided that a minimum separation of 150 feet shall be maintained between ground or pole signs on the same zoning lot. Further, a minimum separation of 50 feet shall be maintained between ground or pole signs on adjoining lots along the same public street frontage. (5) Project Title Signs: Shall be permitted as authorized by Section 24- 105(6)(j) of this Code. d. Maximum Gross Surface Area: The combined area of all signs shall not exceed two (2) square feet of area for each lineal frontage foot on the zoning lot, provided no single sign shall exceed a gross surface area of two hundred (200) square feet. In addition, the maximum size of the sign at those locations subject to the Highway Beautification Act of Kansas shall conform to the “Rural Business Directional Sign Policy” of the Kansas Department of Transportation. For all other locations, the maximum size of the sign shall be eight (8) square feet per sign. e. Maximum Height: No sign shall exceed twenty-five (25) feet in height, except for the following conditions: (1) For Wall Signs: Not higher than the height of the top or ends of the wall section to which the sign is attached or affixed. In no case shall the sign be permitted to be placed on the roof. f. Required Setback: Unless otherwise provided within this Article, no sign shall project beyond the property line of the lot on which it is located along all street frontages; nor closer than five (5) feet from any side or rear property line. g. Illumination: Illuminated shall be permitted. 4. City of Kismet General Commercial Districts: The following types of signs, along with applicable size, height, and setback requirements in districts zoned "CP-1", "CP-2" and "CP-3", are permitted: a. Functional Types: (1) Advertising or Billboard Sign, subject to the provisions of Section 24-107(9) herein. 38
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(2) Advertising Decoration Sign. (3) Bulletin Board Sign. (4) Business Sign. (5) Construction Sign. (6) Directional Sign. (7) First Amendment Sign. (8) Identification Sign. (9) Nameplate Sign. (10) Official Sign. (11) Political Sign. (12) Project Directory Sign. (13) Project Title Sign. (14) Real Estate Sign. (15) Real Estate Directional Sign. (16) Special Sign. (17) Temporary Sign. b. Structural Types: (1) Awning and Canopy Sign. (2) Commercial Balloon Sign. (3) Ground Sign. (4) Pole Sign. (5) Projecting Sign. (6) Wall Sign. c. Number of Signs Permitted: The following standards shall apply. (1) Awning and Canopy Signs, Projecting Signs, and Wall Signs: No limit on the number of individual signs allowed on each building elevation having street frontage or fronting on a parking area; however the total area covered shall not be greater than twenty percent (20%) of each building elevation or more than two hundred (200) square feet in area, which ever is less. (2) Advertising or Billboard Signs: See section 24-107(9) of this Article. (3) Commercial Balloon Signs: See section 24-107(8) of this Article. (4) Ground Signs and Pole Signs: Lots with 200 feet or less of public street frontage shall be permitted one sign. Lots with more than 200 feet of public street frontage shall be permitted more than one sign provided that a minimum separation of 150 feet shall be maintained between ground or pole signs on the 39
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same zoning lot. Further, a minimum separation of 50 feet shall be maintained between ground or pole signs on adjoining lots along the same public street frontage. (5) Project Title Signs: Shall be permitted as authorized by Section 24-105(6)(j) of this Code. d. Maximum Gross Surface Area: The combined area of all signs shall not exceed two (2) square feet of area for each lineal frontage foot on the zoning lot, provided no single sign shall exceed a gross surface area of two hundred (200) square feet. In addition, the maximum size of the sign at those locations subject to the Highway Beautification Act of Kansas shall conform to the “Rural Business Directional Sign Policy” of the Kansas Department of Transportation. For all other locations, the maximum size of the sign shall be eight (8) square feet per sign. e. Maximum Height: No sign shall exceed thirty-five (35) feet in height, except for the following conditions: (1) For Wall Signs: Not higher than the height of the top or ends of the wall section to which the sign is attached or affixed. In no case shall the sign be permitted to be placed on the roof. f. Required Setback: Unless otherwise provided within this Article, no sign shall project beyond the property line of the lot on which it is located along all street frontages; nor closer than five (5) feet from any side or rear property line. g. Illumination: Illuminated shall be permitted. 5. City of Kismet Industrial Districts: The following types of signs, along with applicable size, height, and setback requirements in districts zoned "IP-1" and "IP-2" are permitted: a. Functional Types: (1) Advertising or Billboard Sign, subject to the provisions of Section 24-107(9) herein. (2) Advertising Decoration Sign. (3) Bulletin Board Sign. (4) Business Sign. (5) Construction Sign. (6) Directional Sign. (7) First Amendment Sign. (8) Identification Sign. (9) Nameplate Sign. 40
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(10) Official Sign. (11) Political Sign. (12) Project Directory Sign. (13) Project Title Sign. (14) Real Estate Sign. (15) Real Estate Directional Sign. (16) Special Sign. (17) Temporary Sign. b. Structural Types: (1) Awning and Canopy Sign. (2) Commercial Balloon Sign. (3) Ground Sign. (4) Pole Sign. (5) Projecting Sign. (6) Wall Sign. c. Number of Signs Permitted: The following standards shall apply. (1) Awning and Canopy Signs, Projecting Signs, and Wall Signs: No limit on the number of individual signs allowed on each building elevation having street frontage or fronting on a parking area; however the total area covered shall not be greater than twenty percent (20%) of each building elevation or more than three hundred (300) square feet in area, which ever is less. (2) Advertising or Billboard Signs: See section 24-107(9) of this Article. (3) Commercial Balloon Signs: See section 24-107(8) of this Article. (4) Ground Signs and Pole Signs: Lots with 200 feet or less of public street frontage shall be permitted one sign. Lots with more than 200 feet of public street frontage shall be permitted more than one sign provided that a minimum separation of 150 feet shall be maintained between ground or pole signs on the same zoning lot. Further, a minimum separation of 50 feet shall be maintained between ground or pole signs on adjoining lots along the same public street frontage. (5) Project Title Signs: Shall be permitted as authorized by Section 24-105(6)(j) of this Code. d. Maximum Gross Surface Area: The combined area of all signs shall not exceed two (2) square feet of area for each lineal frontage foot on the 41
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zoning lot, provided no single sign shall exceed a gross surface area of three hundred (300) square feet. In addition, the maximum size of the sign at those locations subject to the Highway Beautification Act of Kansas shall conform to the “Rural Business Directional Sign Policy” of the Kansas Department of Transportation. For all other locations, the maximum size of the sign shall be eight (8) square feet per sign. e. Maximum Height: No sign shall exceed thirty-five (35) feet in height, except for the following conditions: (1) For Wall Signs: Not higher than the height of the top or ends of the wall section to which the sign is attached or affixed. In no case shall the sign be permitted to be placed on the roof. f. Required Setback: Unless otherwise provided within this Article, no sign shall project beyond the property line of the lot on which it is located along all street frontages; nor closer than ten (10) feet from any side or rear property line. g. Illumination: Illuminated shall be permitted. 6. Planned Unit Developments and Conditional Uses: All signs permitted within this Article shall be available within any property zoned as a Planned Unit Development, or subject to a Conditional Use Permit; provided that alternative or additional requirements concerning the type, size, height and location of any signs may be established on specific sites upon the approval of the Planned Unit Development or the Conditional Use Permit by the governing body having jurisdiction. 7. Portable Signs: Portable signs shall conform to the following regulations: A. Portable signs shall only be permitted in any zoning district within the unincorporated portion of Seward County, subject to the provisions of C. below. B. Portable signs shall only be permitted in the "CP-1", "CP-2", "CP-3", "IP-1", and "IP-2" districts within the City of Kismet, Kansas. C. Portable signs shall be setback a minimum of five (5) feet as measured from the curb or roadway line to the nearest extremities of the sign, and shall not be located so as to hinder visibility or interfere with the free and safe movement of traffic. 8. Commercial Balloon Signs: Where permitted, commercial balloon signs shall be subject to the following provisions: A. Commercial balloon signs shall be limited to one balloon sign per zoning lot at any given time. 42
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B. Commercial balloon signs shall be limited to a maximum of 160 square feet in area as measured at the largest cross section. C. Commercial balloon signs shall be limited to seven (7) day permits issued no more than four (4) times per calendar year. D. Commercial balloon signs shall be limited in height to a maximum of forty- five (45) feet above grade when mounted or tethered on a roof or structure, and to twenty-five (25) feet above grade when mounted on or tethered to the ground. E. Commercial balloon signs shall be located no closer than one hundred (100) feet to the nearest lot line of any “RR”, “SR”, “R-1”, “V-1”, “R-1A”, “R-1B” or “RP-2” zoning district. F. Commercial balloon signs must be anchored and/or tethered in accordance with the commercial balloon sign manufacturer’s recommendations. G. Commercial balloon signs must be deflated and properly secured when wind speeds exceed forty (40) miles per hour or the manufacturer’s maximum wind speed, whichever is less. H. Commercial balloon signs shall be located no closer than five hundred (500) feet to any hospital helicopter landing pad. I. Commercial balloon signs shall be located in accordance with all applicable Federal Aviation Administration regulations. J. Any gas used in commercial balloon signs must be non-combustible. K. Commercial balloon signs shall be fire retardant. L. Commercial balloon signs shall be located no closer than the height of the commercial balloon sign plus ten (10) feet from any electric power transmission line. 9. Billboard Signs: Advertising or billboard signs shall be permitted only on property in the unincorporated portion of Seward County when said sign is identified on an approved development plan associated with a Conditional Use Permit, or within the City of Kismet on property zoned “CP-0”, “CP-1”, “CP-2”, “CP-3”, “IP-1” or “IP-2”. A. All advertising or billboard signs shall conform to the following requirements: (1) Advertising or billboard signs shall be located a minimum of seventy- five (75) feet from a residential structure. (2) Advertising or billboard signs shall be erected so that all elements of the sign and its structure remain on or over the lot on which the sign is constructed. No portion of any billboard sign shall encroach upon or over, or project over any public right-of-way. (3) Advertising or billboard signs shall have a maximum height of thirty- five (35) feet. (4) All lighting of advertising or billboard signs shall be so shielded as not to produce intensive or excessive light or glare on adjacent property or roadways. 43
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(5) All advertising or billboard signs shall be free-standing structures only. (6) All advertising or billboards signs shall be limited to one advertising face per direction. B. In addition to the requirements of 24-107(9)(A) above, advertising or billboard signs erected along or intended to be viewed from US 51, US 54, US 56, US 83, US 160 or K190 shall be subject to the following additional requirements: (1) The gross surface area of any advertising or billboard sign shall not exceed 800 square feet, not including cut-outs and embellishments, which may not exceed ten percent (10%) of the face area of the advertising or billboard. In addition, the maximum vertical dimension of an advertising or billboard sign shall be twenty (20) feet and the maximum horizontal dimension of an advertising or billboard sign shall be sixty (60) feet, including cut-outs and embellishments. (2) There shall be a minimum separation of 500 feet between all advertising or billboard signs erected along or facing all of US 51, US 54, US 56, US 83 or US 160. (3) There shall be a minimum separation of 300 feet between all advertising or billboard signs erected along or facing all of K190. C. In addition to the requirements of 24-107(9)(A) above, advertising or billboard signs erected along or intended to be viewed from the rural major collector and/or rural minor collector roads in the unincorporated portion of Seward County shall be subject to the following additional requirements. (1) The gross surface area of any advertising or billboard sign shall not exceed one hundred sixty (160) square feet, not including cut-outs and embellishments, which may not exceed twenty-five percent (25%) of the face area of the advertising or billboard. In addition, the maximum vertical dimension of an advertising or billboard sign shall be ten (10) feet and the maximum horizontal dimension of an advertising or billboard sign shall be twenty (20) feet. The total maximum height of the structure shall not exceed twenty-five (25) feet. (2) There shall be a minimum separation of 1,320 feet between all advertising or billboard signs along the paved roads on the County Highway System. (3) Advertising or billboard signs may be located on property in any zoning district by the approval of a Conditional Use, provided the zoning lot on which it is located is at least forty (40) acres in size. D. Advertising or billboard signs proposed to be erected along or intended to be viewed from rural local roads shall be allowed only upon approval of a 44
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Conditional Use Permit for such advertising or billboard sign following the procedures for Conditional Use Permit approval contained within these Regulations. 24-108 Nonconforming Signs: Every sign in existence at the time these Sign Regulations become effective may continue in existence subject to the following: 1. It shall not be altered structurally or moved unless it is made to comply with the provisions of these Regulations. However, the changing of the movable parts of an existing sign that is designed for such changes, or the repainting or changing of display matter shall not be deemed a structural alteration. 2. The lawful use of a sign existing on the effective date of these Regulations, although such sign does not conform to the provisions hereof, may continue; but if usage of such sign is discontinued for a period of six months, any future use of such sign shall be in conformity with the provisions of these Regulations. 3. No sign which has been damaged by fire, wind, explosion, or act of God to the extent that 50 percent or more of the sign is destroyed, shall be restored except in conformity with these Regulations. Any sign which has been damaged to an extent less than 50 percent may be restored to its condition which existed as a nonconforming use prior to its damage. 45
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EXHIBIT B THRESHER DEVELOPMENT PLAN CU2025-02 Thresher Wind Project Development Plan Terms (based on September 16, 2025 application to Seward County and approved February 23, 2026 by the Seward County Planning Commission ) This document provides (below in bold) the text from the Seward County Zoning Regulations Articles 20 and 27 (“Regulations”), of required Development Plan (“DP”) terms. Under each Regulations requirement is text denoted as “Thresher Response” and sometimes as “Pertinent Text”, which text is the applicable portion of the Thresher Wind Project’s (“Thresher”) Wind Energy Conversion System Conditional Use Permit and Development Plan Application (“Application”) that the Zoning Administrator found answering to that respective DP requirement. This document constitutes the entire Thresher Wind Project Development Plan text approved by the Planning Commission, meaning no other DP rights, terms, or changes, are approved by the Planning Commission at this time. All DP rights and terms remain subject to all other applicable Seward County Zoning Regulations, as well as applicable federal and state laws and regulations (collectively, “Laws”). If any conflict between any Law or this DP or the CUP relying on this DP, the most favorable to the County or most restrictive to Thresher will apply. The DP assumes the Application accuracy and completeness of all required information without any independent verification by Seward County, and the County may elect in its sole discretion to void any pertinent term of this DP that in part was based on any inaccurate or incomplete portion of the Application. Because several required DP elements are missing from the Application, the DP must be updated pursuant to Regulation 20-105 before any improvement or other site work or grading of land included in this DP may occur, which DP updates are subject to Planning Commission approval (the updates are not minor adjustments subject only to Zoning Administrator review). Section 20-103 Development Plan Requirements (“The development plan shall include and/or display the following information:”) 1. A topographic survey indicating the legal description, property boundary, existing contours, existing utilities and easements, and natural and manmade features of the property. Thresher Response: Appendix F to Application, which is attached and incorporated into this DP (“Appendix F”). See also Appendix A for legal description information. The boundaries of the wind project are shown in red. Existing easement areas were not included, so the DP requires those easements to be identified as part of any application to construct any improvement or other site work or grading of land included in this DP. 2. A Development Plan, drawn to the same scale as the topographic survey, indicating: Thresher Response: Appendix F. a. Existing contours (shown as dashed lines); Thresher Response: Appendix F b. Proposed contours (shown as solid lines); Page 1 of 6 46
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No proposed contour changes included in the Application, so the DP does not grant any contour changes. c. Location and orientation of all existing and proposed buildings; Thresher Response: Appendix F as to existing structures. No proposed buildings included in the Application, so the DP does not grant any rights to construct new buildings. d. Areas to be used for parking, including the number and arrangement of stalls; Pertinent Text from Application: “In addition, parking will be restricted to designated areas and signs posted in strategic locations to provide information related to fire risks, emergency response procedures and contact numbers for fire emergencies.” Application Section 2.4, Page 14. But, no parking stall count or arrangement was included as required by the Regulations, so the DP does not grant any parking rights. e. Areas to be developed for screening, including the location of plant materials, and screening structures and features; Thresher Response: Not Applicable. Thus, the DP does not include any screening. f. Pedestrian and vehicular circulation, and their relationship to existing streets, alleys, or public right-of-way; Thresher Response: Application Section 3.2; Appendix F. Pertinent Text from Application: “County and township roads that run coincident with section lines characterize the majority of the existing roadway infrastructure in and around the Project area. County and township roads that run coincident with section lines characterize the majority of the existing roadway infrastructure in and around the Project area. US-83 extends north-south to the west of the Project area and Highway 160 extends east-west to the south of the Project area. Turbine components will be transported to the Project area via US-56 and US-83, and/or State Route 160. County roads will then be used within the Project area. The project will construct access roads on private land to connect the turbine sites to the nearest public road.” Section 3.2., Page 17. The DP includes the access roads on private land and their relationship to existing roads as shown in light blue in Appendix F. The DP does not include any other pedestrian or vehicular rights to access public roads or right-of-way. g. Points of ingress and egress; 47
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h. Location of all existing and proposed utilities (sanitary sewage systems water systems, storm drainage systems, gas lines, telephone lines and electrical power lines); Thresher Response: Appendix F. No proposed utilities included in the Application, so the DP does not grant any rights to construct utilities. Utilities are not interpreted to include the Project’s private collection lines that only connect turbines to substations. Note that collection lines within public land, roads or ROW are regulated elsewhere in this DP or its related CUP. i. Drainage controls (retention or detention ponds); Thresher Response: Appendix F Existing drainage controls were not included, so the DP requires drainage controls to be identified as part of any application to construct any improvement or other site work or grading of land included in this DP. No proposed drainage controls included in the Application, so the DP does not grant any rights to construct drainage controls. j. Location, size and characteristics of identification and business signs; Pertinent Text from Application: “Warning signs will be placed at the base of each wind tower, electrical equipment, Project substation, and Project entrances. A visible warning sign concerning voltage will be placed on all electrical equipment.” Application Section 2.3, Page 13. No other identification or business signs were included, so the DP does not include any other signage rights. k. Lighting layout, appurtenances, and intensity of illumination; Thresher Response: Application Section 2.8; Appendix F. Pertinent Text from Application: “Final turbine lighting will comply with current FAA lighting regulations.” Application Section 2.8, Page 16. No other lighting information was included in the Application, so the DP does not grant any rights to construct lighting other than the described turbine lighting, and the DP requires any other wind project lighting information to be identified as part of any application to construct any improvement or other site work or grading of land included in this DP. l. Proposed finished floor elevations of all buildings and structures. 48
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No other floor elevation information was included in the Application, so the DP requires floor elevation information to be identified as part of any application to construct any building or structure on land included in this DP. 3. A statement of intent shall accompany the preliminary development plan to explain the measures used to achieve compatibility of the proposed development with surrounding properties through the planning of the site and the location and design of structures. Thresher Response: Application Section 1.5. Pertinent Text from Application: “Thresher has designed the Project to meet all Seward County Zoning Regulations in a way that is harmonious with surrounding properties and aligns with industry’s best practices. The Project is sited across 12,000 acres of agricultural property. The total land area impacted by the project is estimated to be less than 1% of the overall Project properties, and approximately 0.02% of land in Seward County. This includes turbines, access roads, turbine foundations, and associated pad-mounted transformers. Due to the small surface footprint of a wind project, agricultural activities can continue in close proximity to the base of each turbine tower. Any land disturbed during construction will be substantially restored to its original condition by loosening compacted soil, replacing native topsoil, and/or re-seeding as needed. As a result, the Project aligns with Seward County's goal of preserving agricultural land while supporting its continued use for farming activities, as outlined in the Comprehensive Plan.” “In order to ensure compatibility, Thresher has worked closely with the community. Since Invenergy acquired the project in 2019, Thresher has been developing meaningful relationships with over 415 landowners across Seward, Meade, and Gray Counties who have voluntarily signed into contracts to participate in the project. Thresher has also been in close communication with local school districts, local government officials, and many additional Seward County residents and organizations to ensure the project is in alignment with the values of the local community.” “Thresher will rely on the extensive experience of Invenergy. Invenergy has developed 33GW worldwide and owns and operates two wind projects in Kansas while working in the state for over a decade. Locally, Invenergy operates several local project offices in Greensburg, Sublette, Meade, and Hugoton that are staffed with local employees.” “As demonstrated by the wind projects operating nearby, this area of Kansas has a world class wind resource and land use that is compatible with the operation of a wind project. The success and community benefits of wind projects have been proven locally.” Section 27-104.8(C) Development Plan Requirements (“The Development Plan required by the Regulations shall contain the following information:”) 1. A legal description of the perimeter boundaries of the proposed project including lease agreements or other satisfactory evidence that the applicant is the owner of the property or has written permission of the owner/s to make such application. Thresher Response: Application Appendix A, which is attached and incorporated into this DP. Page 4 of 6 49
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The land included within this DP is both (1) described in Appendix A and also (2) shown in red in Appendix F. No other land is included within this DP. 2. The nature and scope of the project, including a plot and development plan showing the location of the project, scale and north arrow, acreage of the site, physical dimensions and project boundaries, ingress and egress locations, location of the proposed road crossings or right-of-way encroachments, stormwater management and erosion control including 100-year floodplain boundaries. Thresher Response: Appendix F. Appendix F is missing stormwater management and erosion control information, so the DP requires the missing information to be identified as part of any application to construct any improvement or other site work or grading of land included in this DP. 3. Location of all existing buildings, structures, homes within 1/2 mile of the project boundary, electrical transmission lines and facilities, and utilities, utility easements, underground pipelines and underground utilities within the project boundary; property lines for each property under separate ownership included within the proposed CWECS or CSECS boundaries with key identifying each owner; location of all collectors, turbines, substations connecting power lines and other structures to be used as part of the operation. Thresher Response: Appendix F. Appendix F does not include any substations or other structures to be used as part of the operation beyond wind turbines and underground collection lines, so no other wind project or operation improvements are included in this DP. 4. For CWECS provide information detailing the type, size, maximum and minimum height, rotor size, rotor material, color, rated power output, performance, safety and noise characteristics of each proposed wind turbine model, tower, and electrical transmission equipment. Provide tower/turbine details that assure the tower shall not be lattice/type or other design that provide perches. Thresher Response: Section 1.4, Appendix F (Application typo on page 5 says “G” instead of “F”). Pertinent Text from Application: “Turbine Specifications: While a wind turbine model has not been definitively selected for the project, approximate specifications are as follows: Type: Steel tube Size: o Maximum Height: 185.5 m / 609ft o Minimum Height: 185.5 m / 609ft o Rotor Diameter: 163m / 535ft o Rotor Material: Fiberglass and structural elements o Hub Height: 104m / 341ft o Total Height (Ground to Tip): 185.5m / 609ft 50
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Color: White or off-white Rated Power Output: 4,500 kW Ground Clearance: 22.5m / 73ft Performance: Outstanding performance as a leader in wind turbine manufacturing Safety: Aerodynamic braking through full blade feathering with 3 pitch cylinders Noise: Low noise blade design. Primary Turbine Sites: 22 in Seward County” The above turbine specifications are approved and incorporated into the DP. No changes to these specifications are approved or incorporated info the DP. No electrical transmission equipment information was provided in the Application other than proposed routes of underground collection lines in Appendix F, so the DP requires the missing electrical transmission equipment information to be identified as part of any application to construct any improvement or other site work or grading of land included in this DP. Page 6 of 6 51
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Thresher RENE WABLE ENERGY CENTER lnvenergy Appendix A Lease Agreement Documentation Recorded Memos 23 .i � � 52
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LANDOWNER NAME LANDOWNER ADDRESS WKSPCW0008 Angell Family Trust c/o Layne Angell PO Box 249, Kismet, KS 67859 0172500000002000 ROAD X SATANTA KS 67870 25 31 31 SEWARD TOWNSHIP, ACRES 153.9, NW4 LESS R/WSECTION 25 TOWNSHIP 31 WKSPCW0008 Angell Family Trust c/o Layne Angell PO Box 249, Kismet, KS 67859 0172500000003000 ROAD X SATANTA KS 67870 25 31 31 SEWARD TOWNSHIP, ACRES 163.6, SW4 LESS R/WSECTION 25 TOWNSHIP 31 WKSPCW0013 Aubrey G. Linville Revocable Family Trust 124 S. Oakdale Ave Apt# A8, Salina, KS 67401 0161400000002000 ROAD W SATANTA KS 67870 14 31 31 S14, T31, R31, ACRES 155.4, NW4 LESS R/W WKSPCW0007 Ball Family Farms LLC 602 Ark Ave, Liberal, KS 67901 0130500000003000 ROAD T SATANTA KS 67870 5 31 31 SEWARD TOWNSHIP, ACRES 79.5, N2 SW4 LESS R/W SECTION 05 TOWNSHIP 31 WKSPCW0007 0130500000003010 ROAD T SATANTA KS 67870 5 31 31 S05, T31, R31, ACRES 78.4, S2 OF SW4 Ball Family Farms LLC 602 Ark Ave, Liberal, KS 67901 WKSPCW0007 0120900000004010 ROAD 26 SATANTA KS 67870 9 31 31 S09, T31, R31, ACRES 163.0, SE4 LESS BEG SECOR SE4 TH W714.33'; N52.55'; Ball Family Farms LLC 602 Ark Ave, Liberal, KS 67901 NELY364.82'; NELY587.72'; S30'; S697' TO POB& LESS ROW. WKSPCW0007 Ball Family Farms LLC 602 Ark Ave, Liberal, KS 67901 0151600000001020 ROAD 26 SATANTA KS 67870 16 31 31 S16, T31, R31, NW4 LESS BEG NE COR NW4 TH S1430'; NWLY57.3'; N114.61'; WKSPCW0007 Ball Family Farms LLC 602 Ark Ave, Liberal, KS 67901 0151600000003000 ROAD V SATANTA KS 67870 16 31 31 SEWARD TOWNSHIP, ACRES 156.9, SE4 LESS R/WSECTION 16 TOWNSHIP 31 WKSPCW0039 BNB Farms LLC 608 Glen Oak Cir, Nixa, MO 65714 0162300000001000 ROAD 25 SATANTA KS 67870 23 31 31 S23, T31, R31, ACRES 472.6, E2 & E2•W2 LESS R/W WKSPCW0094 Borth Farms Inc. 7126 Road L, Plains, KS 67869 0173600000001000 ROAD Y SATANTA KS 67870 36 31 31 S36, T31, R31, ACRES 160.3, NE4 WKSPCW0058 Circle F Land LLC PO Box 279, Plains, KS 67869 0161300000002000 25689 ROAD X SATANTA KS 67870 13 31 31 S13, T31, R31, ACRES 313.6, W2 LESS R/W WKSPCW0586 Clayton & Sharon Befort 1177 Commerce Pkwy, Hays, KS 67601 0811100000001000 HIGHWAY 160 SATANTA KS 67870 11 32 31 SEWARD TOWNSHIP, ACRES 628.3, ALL LESS R/W SECTION 11 TOWNSHIP 32 WKSPCW0009 0121000000003000 ROAD VSATANTA KS 67870 10 31 31 S10, T31, R31, ACRES 161.8, SW4 LESS R/W Darryl& Shlrtey Ball 2970 N Anderson Rd, Garden City, KS 67846 WKSPCW0009 Darryl& Shlrtey Ball 2970 N Anderson Rd, Garden City, KS 67846 0151600000001000 ROAD 26 SATANTA KS 67870 16 31 31 SEWARD TOWNSHIP, ACRES 155.7, NE4 LESS ROW SECTION 16 TOWNSHIP 31 WKSPCW0048 Debra K. Eakes Revocable Trust 13204 2 Road, Plains, KS 67869 0810100000004000 ROAD 21 PLAINS KS 67869 1 32 31 SEWARD TOWNSHIP, ACRES 158.6, SE4 LESS R/WSECTION 01 TOWNSHIP 32 WKSPCW0204 Debra K. Eakes Revocable Trust 13204 2 Road, Plains, KS67869 0810100000003000 ROAD 21 PLAINS KS 67869 1 32 31 S01 , T32 , R31, ACRES 155.2, SW4 LESSR/W WKSPCW0204 Debra K. Eakes Revocable Trust 13204 2 Road, Plains, KS 67869 0811200000001000 ROAD 21 SATANTA KS 67870 12 32 31 SEWARD TOWNSHIP, ACRES 157.7, NE4 LESS R/WSECTION 12 TOWNSHIP 32 WKSPCW0204 Debra K. Eakes Revocable Trust 13204 2 Road, Plains, KS 67869 0173500000003000 ROAD 22 SATANTA KS 67870 35 31 31 S35 , T31, R31, ACRES 162.4, SW4 LESS R/W WKSPCW0204 Debra K. Eakes Revocable Trust 13204 2 Road, Plains, KS 67869 0173500000004000 ROAD 22 SATANTA KS 67870 35 31 31 S35 , T31, R31, ACRES 158.7 , SE4 LESS R/W WKSPCW0646 Donna Marie Walker Trust 17450 Road 17, Kismet, KS 67859 0130600000003000 ROAD T SATANTA KS 67870 6 31 31 SEWARD TOWNSHIP, ACRES 161.5, SE4 LESS R/WSECTION 06 TOWNSHIP 31 WKSPCW0091 Douglas D. Langhofer; Debra Dlance Bartel 20960 Road W, Plains, KS 67869 0810200000002000 ROAD 21 SA TANT A KS 67870 2 32 31 S02, T32, R31, ACRES 160.5, SW4 LESS R/W WKSPCW0409 Douglas Fredendall; Webst er Family Trust; Joseph Freden 256 Stearns Ave, Haysville, KS 67060 0811200000002000 HIGHWAY 160 SATANTA KS 67870 12 32 31 SEWARD TOWNSHIP, ACRES 156.2, SE4 LESS R/WSECTION 12 TOWNSHIP 32 WKSPCW0049 Eakes Farm Inc. 13204 2 Road, Plains, KS 67869 0810200000003000 ROAD 21 SATANTA KS 67870 2 32 31 SEWARD TOWNSHIP, ACRES 147.8, SE4 LESS BEG 30'W NE COR s ec TH W1017' WKSPCW0049 Eakes Farm Inc. 13204 2 Road, Plains, KS 67869 0810200000004000 21074 ROAD X PLAINS KS 67869 2 32 31 S02 , T32 , R31, ACRES 4.2, BEG 30'N& 30W SE COR SE4 TH WKSPCW0098 Grainfield LP Dean Walt er Richards on PO Box 596, Plains, KS 67869 0811200000002010 HIGHWAY 160 SATANTA KS 67870 12 32 31 S12, T32, R31, ACRES 314.0, W2 LESS ROW WKSPCW0202 0172600000002000 ROAD X SATANTA KS 67870 26 31 31 SEWARD TOWNSHIP, ACRES 321.8, W2 SECTION 26 TOWNSHIP 31 RANGE 31 JAC Enterpris e LLC PO Box 903, Johns on, KS 67855 WKSPCW0202 0182700000001000 ROAD V SATANTA KS 67870 27 31 31 SEWARD TOWNSHIP, ACRES 318.8, E2 SECTION 27 TOWNSHIP 31 RANGE 31 JAC Enterpris e LLC PO Box 903, Johns on, KS 67855 WKSPCW0099 Jack M. Dulleld Trust 1949 N Webster Ave, Liberal, KS 67901 0173500000001000 ROAD X SATANTA KS 67870 35 31 31 S35, T31, R31, ACRES 153.8, NE4 LESS R/W& EXC BEG NECOR TH WKSPCW0099 Jack M. Dulield Trust 1949 N Webst er Ave, Liberal, KS 67901 0173500000002000 ROAD X SATANTA KS 67870 35 31 31 SEWARD TOWNSHIP, ACRES 163.0, NW4 SECTION 35 TOWNSHIP 31 RANGE 31 WKSPCW0099 Jack M. Dufield Trust 1949 N Webster Ave, Liberal, KS 67901 0173600000003000 ROAD X SATANTA KS 67870 36 31 31 S36 , T31, R31, ACRES 156.3, SW4 LESS R/W WKSPCW0067A Jeffrey & Sharleen Unruh 3051 Road A, Copeland, KS 67837 0162400000002000 ROAD X SATANTA KS 67870 24 31 31 S24, T31, R31, ACRES 157.5, NW4 LESS R/W WKSPCW0055A Joan K. Unruh PO Box 125, Copeland, KS 67837 0182700000002000 23507 ROAD V SATANTA KS 67870 27 31 31 S27 , T31, R31, ACRES 156.9, NW4 LESS R/W WKSPCW0055B Joan K. Unruh PO Box 125, Copeland, KS 67838 0182700000004000 ROAD V SATANTA KS 67870 27 31 31 S27, T31, R31, ACRES 74.2, N2 SW4 LESS R/W LESS BEG NW CO R NW4 E30' POB WKSPCW0055C Joan K. Unruh PO Box 125, Copeland, KS 67839 0182700000005000 ROAD V SATANTA KS 67870 27 31 31 S27 , T31, R31, ACRES 80.8, S2 SW4 LESS R/W WKSPCW0055C Joan K. Unruh PO Box 125, Copeland, KS 67840 0183400000001000 ROAD V SATANTA KS 67870 34 31 31 S34, T31, R31, ACRES 161.1, NE4 WKSPCW0040 John & Janes e Barnhardt Revocable Trust 608 Glen Oak Cir, Nixa, MO 65714 0130600000001000 ROAD T SATANTA KS 67870 6 31 31 SOS, T31, R31, ACRES 157.5, NE4 LESS R/W WKSPCW0644 LCB Poppe Fields LLC At tn: Lyn Briggs 18610 Kevins View, Peyton, c o 80831 0130800000002000 ROAD 26 SATANTA KS 67870 8 31 31 S08, T31, R31, ACRES 159.1, SW4 LESS BEG 1192.6'E& 30'N S WCOR SW4, TH WKSPCW0644 LCB Poppe Fields LLC At tn: Lyn Briggs 18610 Kevins View, Peyton, c o 80831 0120900000003000 ROAD 26 SATANTA KS 67870 9 31 31 SEWARD TOWNSHIP, ACRES 163.3, SW4 LESS R/WSECTION 09 TOWNSHIP 31 WKSPCW0605 Lee Paul Living Trust 12701 Briar, Leawood, KS 66209 0810100000002000 ROAD W PLAINS KS 67869 1 32 31 S01 , T32 , R31, ACRES 155.9, NW4 LESS R/W WKSPCW0010 Leslie& Gertrude Unruh Trust PO Box 187, Copeland, KS 67837 0162400000003000 ROAD X SATANTA KS 67870 24 31 31 SEWARD TOWNSHIP, ACRES 156.0, SW4 LESS R/WSECTION 24 TOWNSHIP 31 RANGE31 WKSPCW0041 LRB Farms LLC 608 Glen Oak Cir, Nixa, MO 65714 0810200000001000 ROAD 22 SATANTA KS 67870 2 32 31 S02, T32, R31, ACRES 311.7, N2 LESS R/W WKSPCW0104 Lynn Land & Cattle LLC 24629 Road V, Plains, KS 67969 0120900000001000 ROAD V SATANTA KS 67870 9 31 31 S09, T31, R31, ACRES 162.4, NE4 LESS R/W WKSPCW0104 Lynn Land & Cattle LLC 24629 Road V, Plains, KS 67969 0151500000001010 ROAD W SATANTA KS 67870 15 31 31 S15, T31, R31, ACRES 158.1, SE4 LESS R/W WKSPCW0104 Lynn Land & Cattle LLC 24629 Road V, Plains, KS 67969 0151500000003000 ROAD V SATANTA KS 67870 15 31 31 S15, T31, R31, ACRES 156.3, SW4 LESS R/W WKSPCW0104 L nn Land & Cattle LLC 24629 Road V, Plains, KS 67969 0152200000001000 ROAD 25 SATANTA KS 67870 22 31 31 S22 T31 R31 ACRES 161.8 NE4 LESS R/W WKSPCW0104 Lynn Land & Cattle LLC 24629 Road V, Plains, KS 67969 0152200000003010 ROAD V SATANTA KS 67870 22 31 31 S22, T31, R31, ACRES 227.85, S2 NW4 & SW4 LESS R/W& LESS BEG 30'E& 309'5 WKSPCW0104 Lynn Land & Cattle LLC 24629 Road V, Plains, KS 67969 0162300000002000 ROAD 25 SATANTA KS 67870 23 31 31 S23 , T31, R31, ACRES 161.5, W2-W2 LESS R/W WKSPCW0080 M& D Nichols LLC 17378 Road 20, Sublette, KS 67877 0161400000004000 25504 ROAD X SATANTA KS 67870 14 31 31 SEWARD TOWNSHIP, ACRES 161.2, SE4 LESS R/WSECTION 14 TOWNSHIP 31 WKSPCW0005 0183400000002000 ROAD V SATANTA KS 67870 34 31 31 S34, T31, R31, ACRES 160.44, NW4 LESS R/W Marvin Scott Reiss Revocable Trust 22958 Hwy 160, Plains, KS67869 53
PDF page 54
WKSPCW0025B Mary K. Amerin PO Box 772, Plains, KS 67869 0161400000001010 ROAD 26 SATANTA KS 67870 14 31 31 S14, T31, R31, ACRES 150.6, NE4 EXC BEG NE COR NE4;TH S105 O';W63.4';NW WKSPCW0103 Matt N. Lynn Trust 24629 Road V, Plains, KS 67869 0152100000001000 ROAD V SATANTA KS 67870 21 31 31 S21, T31, R31, ACRES 162.7, NE4 LESS R/W WKSPCW0103 Matt N. Lynn Trust 24629 Road V, Plains, KS 67869 0152200000002000 ROAD 25 SATANTA KS 67870 22 31 31 S22, T31, R31, ACRES 80.4, N2 NW4 LESS R/W WKSPCW0622 Raphael L.& Jennifer K. Amerin Revocable Trust PO Box 670, Plains, KS 67869 0121000000001000 ROAD 26 SATANTA KS 67870 10 31 31 S10, T31, R31, ACRES 319.3, E2 LESS R/W WKSPCW0060 Ricky & Paula Correll 841 Clearlake Dr, Prosper, TX 75078 0152100000002000 ROAD 25 SATANTA KS 67870 21 31 31 S21, T31, R31, ACRES 84.2, N1402.5' NW4 LESS R/W WKSPCW0060 Ricky & Paula Correll 841 Clearlake Dr, Prosper, TX 75078 0152100000002010 ROAD 25 SATANTA KS 67870 21 31 31 S21, T31, R31, ACRES 75.0, S1237.5' OF NW4 WKSPCW0012 Roger A. & Kelly D. Eakes 25543 Road V, Plains, KS 67869 0151500000002000 ROAD V SATANTA KS 67870 15 31 31 SEWARD TOWNSHIP , ACRES 76.7, N2 NW4 LESS R/W SECTION 15 TOWNSHIP 31 RANGE31 WKSPCW0012 Roger A. & Kelly D. Eakes 25543 Road V, Plains, KS 67869 0151500000002010 25573 ROAD V SATANTA KS 67870 15 31 31 S15, T31, R31, ACRES 78.3, S2 NW4 LESS S200' OF W250' & LESS R/W WKSPCW0641 Spring Poppe Fields LLC 2611 SW 17th St Ste# 223, Topeka, KS 66604 0130800000003000 ROAD 26 SATANTA KS 67870 8 31 31 SEWARD TOWNSHIP, ACRES 163.0, SE4 LESS R/WSECTION 08 TOWNSHIP 31 WKSPCW0641 Spring Poppe Fields LLC 2611 SW 17th St Ste# 223, Topeka, KS 66604 0151500000001000 ROAD W SATANTA KS 67870 15 31 31 S15, T31, R31, ACRES 159.1, NE LESS R/W WKSPCW0037 Susan Jacobs 20500 Road 26, Plains, KS 67869 0151600000004000 ROAD 25 SATANTA KS 67870 16 31 31 S16, T31, R31, ACRES 156.0, SW4 LESS R/W WKSPCW0037 Sus an Jacobs 20500 Road 26, Plains, KS 67869 0141700000003000 ROAD 25 SATANTA KS 67870 17 31 31 S17, T31, R31, ACRES 297.54, E2 LESS R/WLESS BEG NE COR NE4 S30' POB TH WKSPCW0031 Warren C.& Arlen R. Lynn Revocable Trust 7420 Marie Ln, Lincoln, NE 68516 0130800000001000 ROAD T SATANTA KS 67870 8 31 31 SOB, T31, R31, ACRES 322.0, N2 LESS R/W WKSPCW0031 Warren C.& Arlen R. Lynn Revocable Trust 7420 Marie Ln, Lincoln, NE 68516 0161400000003000 ROAD WSATANTA KS 67870 14 31 31 S14, T31, R31, ACRES 159.6, SW4 LESS R/W WKSPCW0031 Warren C.& Arlen R. Lynn Revocable Trust 7420 Marie Ln, Lincoln, NE 68516 0152200000004000 ROAD VSATANTA KS 67870 22 31 31 S22, T31, R31, ACRES 162.4, SE4 54
PDF page 55
Thresher RENE WABLE ENERGY CENTER lnvenergy Appendix F Development Plan Map Site Traffic Ingress-Egress Map 28 .i � � 55
PDF page 56 - Project layout overview
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View this map in the application - clearer version, PDF page 84
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\ll' WfltwO a::oc:,c,c,o:,o 37.300864 -100.680889 37.3S2339 ·100.703n 3 37.346321 ·100.699347 37.300817 -100.673397 37.3S288'1·100.6S983S 37.346192 ·100.65S338 37.346217 ·100.649896 37.33293 ·100.686472 37.33961< 1-100.6815"4 37.341971 -100.676328 37.34088 -100.667932 37.330647 -100.6722S7 7.302643 -100.6S59S2 37.296S26 -100.647249 37.366863 ·100,72235S 37.366839 ·100.716871 37.36'136 ·100,711404 o, �So Ce(, ): lld (2<1n�h riWorldlm1CervSn emap A<<i med2025�U.S.Censu18 o1e;iu(2024). 3,200 Feet Westwo od 'f ct ffw (88819 37-5150 we rtw o o dps.co m Thresher Wind Project Project Infrastructure and Public Utilities Overview Legend CJ Project Area - 12,610.25 localRoad Acres Proposed Site Layout @ Turbine□ County Boundary Seward County, Kansas Exhibit 1 Underground Power Oil& Gas Sewage Water - HaulRoute - - MajorRoad - - AccessRoad Collection line Existing Utilities i=1i=10,c Overhead Power 56
PDF page 57 - CUP Map Book - map 1
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View this map in the application - clearer version, PDF page 85
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View this map in the application - clearer version, PDF page 86
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58PDF page 59 - CUP Map Book - map 3
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View this map in the application - clearer version, PDF page 87
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View this map in the application - clearer version, PDF page 89
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61PDF page 62 - CUP Map Book - map 6
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View this map in the application - clearer version, PDF page 90
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Page 6
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62PDF page 63 - FEMA flood zone and public utilities overview
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View this map in the application - clearer version, PDF page 91
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\ll'Ce ""'l c::,c::,c::,o • � , : • ' " wo rld l "f ;�;: df���m:!r�i��;:�= 1�(202'�FlM.AThresher Wind Project Seward County, Kansas FEMA Flood Zone and Public Utilities Overview □ 'f ct ffw (88819 37•5150 we rtw o o dps.co m County Boundary l OOVear Floodplain - - Major Road Local Road 10ft Contour 2ft Contour Existing Utilitfes Overhead Power - - Underground Power = Oil& Gas - - Sewage - - Water Westwo od Acres 3,200 Feet Legend CJ Project Area - 12,610.25 A. Exhibit 2 63
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DRAFT CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 10/21/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Central, Inc. Chicago IL Office 200 East Randolph Chicago IL 60601 USA INSURED Thresher Wind LLC One South Wacker Drive Suite 1500 Chicago IL 60606 USA COVERAGES CERTIFICATE NUMBER: CONTACT NAME: PHONE (A/C. No. Ext): E-MAIL ADDRESS: (866) 283-7122 FAX (A/C. No.): REVISION NUMBER: (800) 363-0105 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR B TYPE OF INSURANCE X COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: PRO-POLICY LOC OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY UMBRELLA LIAB EXCESS LIAB SCHEDULED AUTOS NON-OWNED AUTOS ONLY OCCUR CLAIMS-MADE DED RETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER ACORD 25 (2016/03) CANCELLATION ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Ironshore Specialty Insurance Company 25445 INSURER B: Federal Insurance Company 20281 INSURER C: INSURER D: INSURER E: INSURER F: ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS 35848841 07/01/2026 07/01/2027 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 MED EXP (Any one person) $25,000 PERSONAL & ADV INJURY $2,000,000 GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $2,000,000 COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY ( Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) EACH OCCURRENCE AGGREGATE N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT X X JECT Board of Seward County Commissioners of Seward County, Kansas 515 N. Washington Avenue, Suite 207 Liberal KS 67901 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE EXHIBIT C: CERTIFICATE OF LIABILITY INSURANCE 64
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DRAFT Page 1 of 11 Exhibit D: County Agreement Minimum Terms CU2025-02 Contribution Agreement Minimum Terms 1. Annual Payment. Thresher will provide an annual payment to the County Treasurer in December each calendar year beginning December of the calendar year in which the Project COD, which shall not be less than $3,940/MW of nameplate installed wind generating capacity if COD occurs in 2028, escalating at a rate of 3% compounding cumulatively each subsequent calendar year irrespective of whether COD occurs later than 2028, for a total of ten consecutive annual payments, and as illustrated below: Year December Payment 2029 $4,058/MW 2030 $4,180/MW 2031 $4,305/MW 2032 $4,434/MW 2033 $4,567/MW 2034 $4,704/MW 2035 $4,845/MW 2036 $4,991/MW 2037 $5,141/MW 2038 $5,295/MW In the event that after the execution date of this Agreement the Project becomes exempt from ad valorem property tax for years beyond year ten (10), Thresher shall continue making annual payments beginning in the amount of $5,295/MW of installed wind generating capacity if the Project commences commercial operation in 2028 or $5,454/MW of installed wind generating capacity if the Project commences commercial operation in 2029 and, in each case, escalating at a rate of 3% compounding cumulatively each subsequent calendar year, until the earlier of the date the Project is decommissioned and no longer in operation or the date that such ad valorem property tax exemption is terminated and the Project becomes subject to ad valorem property tax. In the event the Project becomes exempt from ad valorem property taxes for years beyond year ten (10) then payments shall be paid to the County Treasurer in December. The County may direct each Contribution to any taxing jurisdiction, general County fund, or specific fund or funds as may be directed by the County from time to time; provided, however, that the County hereby acknowledges and agrees that it is the County’s intent to distribute the Contributions hereunder in such a way as the County determines to be in the best interests of the residents of the County. 2. Annual Payment Exceptions, Reduction . If any tax is imposed on Thresher by the State of Kansas any of its governmental subdivisions, the amount of the payments due under this Agreement shall be reduced by the amount of tax imposed: (a) real or personal property tax due with respect to property located in Kansas, owned by Thresher Wind and associated with the operation of the facility; (b) any amount of Kansas sales or use tax due with respect to (i) 65
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DRAFT Page 2 of 11 property purchased for use in either the construction or enlargement of the facility or (ii) any purchase of machinery and/or equipment used either (x) as an integral or essential part of the integrated production operations of the facility or (y) for the handling, movement or storage of the output of the facility; (c) any Kansas state or local (other than Kansas income tax, the Kansas franchise tax or the Kansas sales and use tax) is imposed on the income, operations or property of the facility; (d) the Kansas statutes (or the regulations thereunder) are amended after the date of this Agreement so as to reduce the tax benefits available to Thresher Wind and/or the facility under K.S.A. 79 -32,160a; K.S.A. 74 -50,132; K.S.A. 79 -3606(cc); K.S.A. 74 -50,115; K.S.A. 79 -3606(kk); K.S.A. 79 -3606(fff) or K.S.A. 79 -201 (Eleventh); or (e) any mortgage registration tax. Notwithstanding any other provision herein, if in any one year between years 11 and 20 of the Project’s operation the amount of taxes levied for Seward County (excluding taxes levied for USD 483 and any other taxing entity) related to the Project are less than the amounts provided for in this Agreement, Thresher Wind shall pay to Seward County the difference between the amounts provided for in this Agreement and the amount of taxes levied for Seward County. This provision is contingent upon the Project being in operation 3. Parity with Meade and Gray County. If Thresher executes a Contribution Agreement or amends a Contribution Agreement with the Board of County commissioners of Meade County or Gray County, Kansas related to the construction of this Project where the annual, per -megawatt payment exceeds Annual Payment per -megawatt set forth in this Agreement, then the Parties hereby agree to amend this Agreement so that the payments set forth in Section 3 will match the annual, per -megawatt payment structure within the Contribution Agreement with Seward County, as applicable. 4. Enforcement. In the event of any dispute arising under this Agreement or claim of any breach or default under this Agreement, one Party will first send the other Party written notice of the claim or dispute. Within ten (10) days following the receipt of a written notice from either Party identifying such dispute or claim, the Parties shall meet, negotiate and attempt, in good faith, to resolve the dispute or claim quickly, informally and inexpensively. If the Parties are unable to resolve a dispute or claim arising here under within thirty (30) days of initiating such discussions, or within forty (40) days after notice of the dispute, either Party may seek any and all remedies available to it at law or in equity. CU2025-02 Decommissioning Agreement Minimum Terms 1. Obligation of Thresher to Decommission the Project. Thresher shall decommission individual wind turbines and the Project in accordance with all applicable laws and regulations (“Decommissioning”). Decommissioning with respect to each turbine shall include, among other activities, (i) removal of the turbine, nacelle and tower, (ii) removal of interconnection transmission poles, lines, and all electric equipment, (iii) removal of the tower foundation to a depth of at least four (4) feet below grade, and the bottom two feet of the foundation shall be replaced with subsoil composed of sand, silt, and clay materials and the top two feet with topsoil suitable for supporting vegetation, (iv) removal of all access roads and replacement with topsoil, unless otherwise requested by the landowner, (v) reseeding all disturbed areas, or as otherwise agreed to with the affected landowner, and (vi) removal of Project infrastructure and materials 66
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DRAFT Page 3 of 11 within the public right of way up to a depth of six (6) feet , except for collection lines and underground borings , if said underground infrastructure or material was located at a depth required by the County. All Project materials or infrastructure located within the public right of way must be marked and locatable on terms reasonably imposed by the County so that at any time County can verify the location of any such materials or infrastructure, and also registered with Kansas 811. A reasonable estimated completion date, within twelve (12) months post - commencement of Decommissioning shall be provided to the County. The decommissioning shall be acceptable to the affected landowners, which shall not be unreasonably withheld , conditioned, or delayed. The Decommissioning of individual wind turbines by Thresher shall commence within twelve (12) months immediately following the earliest to occur of (a) the termination of the land rights providing for the site upon which the individual turbine stands; (b) the expiration of the land rights term; or (c) failure to operate the turbine for a period of twelve (12) months for reasons other than Force Majeure unless a plan outlining the steps and schedule for returning the turbine to service is submitted and appro ved by the County within the twelve (12) month discontinuation period, which approval shall not be unreasonably withheld, conditioned, or delayed. If the request is denied the parties will submit the issue to mediation pursuant prior to proceeding with any formal court action. Within the timeline set forth above, the CWECS structures and components will be removed from the site . Additionally, all easements will be released. The land will be returned to its original condition and will be graded, top -soiled, and reseeded according to Natural Resource Conservation Service recommendations or similar best practices, unless otherwise agreed to with the affected landowner or otherwise detailed in the executed Decommissioning Agreement. “Force Majeure” shall mean an event beyond the control of the party affected such as: acts of God, war, civil commotion, riots or damage to work in progress by reason of fire or other casualty, strikes, lock outs or other labor disputes, delays in transportation, inability to secure labor or materials in the open market, war, terrorism, sabotage, civil strife or other violence, pandemic or other public health emergency, improper or unreasonable acts or failures to act by the County, the failure of any gover nmental authority to issue any permit, entitlement, approval or authorization within a reasonable period of time after a complete and valid application for the same has been submitted, the effect of any law, proclamation, action, demand or requirement of any government agency or utility, litigation, contesting all or any portion of the right, title and interest of County or Company under this Agreement, or any other unforeseen events or events over which the Company and/or Project has no control. Force Maje ure shall not excuse or delay any obligation to make payments, including without limitation amounts owed to the County or to any third party for financial security, insurance, or similar monetary obligations. 2. Continuing Obligation; Forfeiture of CUP. Thresher acknowledges its obligations under this Agreement are continuing in nature. The failure of Thresher to perform its decommissioning obligations under this Agreement shall be considered an Event of Default and shall result in the CUP being revoked. In addition to revoking the CUP, the County may seek any other legal remedies it may have resulting from Thresher’s failure to perform its obligations under this Agreement. An “Event of Default” shall mean a failure by Thresher Wind to commence or recommence (as the case may be) satisfying its Decommissioning obligations under this 67
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DRAFT Page 4 of 11 Agreement within sixty (60) days after written notice from the County (except to the extent that a cure cannot reasonably be completed in such 60 -day period, so long as Thresher Wind diligently pursue a cure to the default, subject to Force Majeure Delays). 3. Release of Decommissioning Obligation. Promptly following Thresher’s delivery of documentation, acceptable to the County, evidencing Thresher’s fulfillment of its Decommissioning obligations described herein, the County shall execute and deliver to Thresher a Certificate of Completion. Upon Thresher’s receipt of the Certificate of Completion, the Decommissioning Agreement shall terminate and be of no further effect. 4. Verification of Accounting. Thresher will represent to the County that Thresher has a requirement under Generally Accepted Accounting Principles (“GAAP”) to account for the future decommissioning obligations for project assets on leased property or property in which it has land rights. The Asset Retirement Obligation (“ARO”) will be reflected on Thresher’s books, records and financial statements. Thresher will annually provide the County with the amount of the portion of the aggregate that represents Thresher’s estimated decommissioni ng obligation to the County under this Agreement. 5. Decommissioning Reserve. Thresher represents to the County that it will account for the future Decommissioning obligations on its books, records and financial statements as required by GAAP or International Financial Reporting Standards (IFRS) based on Thresher’s then -current accounting standards (GAAP or IFRS). The ARO under GAAP or the substantively equivalent amount under IFRS will be reflected on Thresher’s books, records and financial statements as required under GAAP or IFRS, as applicable. Thresher will annually provide the County with the amount of the portion of the aggregate that represents Thresher’s estimated Decommissioning obligation to the County under this Agreement. 6. Decommissioning Restoration Fund . Upon commencement of construction of the Project , Thresher Wind shall establish a fund (“Restoration Fund”) at a federally chartered bank to secure Thresher Wind’s Decommissioning obligations, the documentation shall list the financial institution and County as parties. In the event of a Default, the County may use the Restoration Fund to take steps necessary to fulfill the defaulter’s obligations. Thresher Wind shall contribute the estimated cost of its Decommissioning obligations to the County prior to the start of construction for each of the properties in the Project, net of any estimated salvage value of Thresher Wind’s equipment, facilities and improvements located on each of the Project properties (“Net Restoration Amount”), but that estimated salvage value will be increased by any amount reasonably estimated that the County might incur during the time period until the Restoration Fund amount is re-set as part of the County actually receiving the salvage proceeds (examples include costs to pay off liens, to acquire ownership of the assets, and to m anage the salvaging and Decommissioning process) . T he Net Restoration Amount shall be re -set every seven (7) years after it is initially set, based on new estimates of the cost of removal and salvage value of Thresher Wind’s equipment, facilities and improvements located on the Project properties located within the County. The County shall have sixty (60) days to serve notice that it disagrees with the Net Restoration Amount determined by Thresher Wind. If the County serves such notice then the Parties will mutually agree on an independent engineer with suitable experience in the wind industry (the “Independent Engineer”) to determine the Net Restoration Amount. The fees of the Independent Engineer shall be paid by 68
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DRAFT Page 5 of 11 Thresher Wind. In the Event of Default, the County may draw upon or otherwise access the Restoration Fund to complete or cause to be completed the decommissioning. 7. Mediation; Enforcement. The Parties will attempt in good faith to resolve all disputes under this Agreement promptly by negotiation. If a dispute cannot be resolved within sixty (60) days of the dispute arising through direct negotiations of the Parties, either Party may initiate mediation as provided herein. Such dispute shall be submitted to any mutually agreeable mediator prior to proceeding with any formal court action. If the parties are unable to agree, the American Arbitration Association shall appoint a mediator. The media tion shall take place at a neutral site. All negotiations and mediation procedures shall be treated as and considered as compromise and settlement negotiations for the purpose of the Federal Rules of Evidence and state rules of evidence. The Parties shall equally split the cost of the mediator. For costs of mediation, other than the cost of the mediator, each Party shall bear its own costs. CU2025-02 Road Use Agreement Minimum Terms 1. Duties of Thresher. Thresher has or shall undertake the following activities in accordance with the terms of this Agreement: a. Thresher and the County will identify representatives who will be present for the Construction Activities and the timeline in which those representatives will be identified. b. Thresher will provide a preliminary site plan which will outline parts of the Project as applicable, such as haul routes, turbine locations, site access points, Road crossings, access roads, highway haul routes, county roads, local roads, dirt/unpaved roads, and US/State roads, the Project area. Thresher will provide a site plan prior to the construction of the Project with additional information as identified in the Road Use Agreement. c. The Road Use Agreement will designate the role and responsibilities of a County Consultant. The Consultant’s role may be covered from time -to-time as the County might designate, including by one or more people or businesses including different than the initial Consultant, and by County employees, provided at all times the County selects persons or businesses qualified for the role. d. All Road entrances, permanent or temporary, constructed for the purposes of the Project shall be installed in locations which provide adequate sight distances and where applicable, will have installed drainage structures adequately sized so as not to significantly change existing drainage. Culverts for entrances shall be sized by a Kansas Licensed Professional Engineer. All costs associated with construction of Project entrances shall be the sole responsibility of Thresher. e. Thresher shall be responsible for preserving or perpetuating all existing Public Land Survey System (“PLSS”) corner monuments, public right-of-way monuments, and property boundary monuments affected by the Project. Corner monuments found to be in danger of being disturbed during construction of the Project will have an endangerment report filed with Seward County and the Kansas State Historical Society by a Professional Land Surveyor licensed in 69
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DRAFT Page 6 of 11 Kansas (“PLS”). In areas where it appears that a monument location could be disturbed by Thresher construction activities, Thresher will be responsible to employ a PLS to search for existing monumentation in accordance with applicable Kansas State Statutes, any existing monuments which become disturbed or destroyed by Thresher construction activities are to be re-established in accordance with applicable Kansas State Statutes. f. Thresher shall notify the Consultant by email on Monday of each week in advance of all planned oversize transportation and crane movements along any Road, including perpendicular crossings to be performed during such week. Thresher shall provide to Consultant typical axle configurations with weight per axle for oversize transportation movements at least thirty (30) calendar days prior to Construction Activities. All perpendicular crossings are to occur along the approved roads and repaired immediately if damaged as outlined in this agreement. g. Thresher shall transport or cause to be transported the turbine segments, other oversize loads, and construction equipment, materials, and supplies in a manner designed to minimize adverse impact on the local traffic. h. Thresher shall provide advance notice to the County when it is necessary for a Road to be scheduled for closure for more than 15 minutes due to a crane crossing or for any other reason relating to the construction of the Project. Notwithstanding the foregoing, Thresher shall provide no less than 24 -hour notice when practicable for any anticipated closure exceeding 15 minutes and shall in all cases provide all materials and personnel necessary to close the Road safely. i. Thresher shall provide signage of all Road closures and work zones in compliance with the most current manual on Uniform Traffic Control Devices adopted by the State of Kansas. Thresher shall comply with all local, state, and federal requirements when removing or changing any signage. KDOT approval for removing the signs and/or sign replacement specifications shall be provided to the County and Consultant. j. Thresher shall provide dust control measures to prevent the surface and air transport of dust during Construction Activities, and the requirements Thresher must meet in providing dust control. k. Prior to commencement of Construction Activities, Thresher shall construct, at its sole cost and expense, any improvements or repairs necessary to permit the safe and efficient use of the Road for Construction Activities (“Pre -Construction Improvements”). Thresher shall provide regular maintenance required to Roads damaged by the Project during the Project’s construction, including grading and repairing damaged areas along paved and unpaved Roads during Construction Activities. Appropriate maintenance techn iques and methods will be approved by Consultant, which approval shall not be unreasonably withheld , conditioned, or delayed. The County shall not be responsible for maintaining any road or project upgrades installed by or required for construction of the project. 70
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DRAFT Page 7 of 11 l. Upon completion of Construction Activities, Thresher shall purchase and install applicable road materials for repairs and perform and bear all costs to restore any Roads that are utilized by Thresher during the Construction Activities to a condition at least equal to that which existed immediately prior to the commencement of the Construction Activities and as identified in the Pre and Post-construction Inventories (as hereinafter defined). m. Thresher will make a reasonable effort to source materials for repairs required to construct the Roads pursuant to this Agreement in a manner that will not materially impact County’s ability to source materials for performance of County’s routine and regular maintenance obligations. All material used by Thresher for repairs to County property must be approved by Consultant, which approval shall not be unreasonably withheld , conditioned, or delayed. n. Provide terms that require emergency repairs to Roads damaged during construction of the Project. o. To the extent applicable to the Roads, Thresher shall comply with all federal, state, and local laws, statutes, ordinances, rules, regulations, judgments, and other valid orders of any governmental authority having jurisdiction over the Project, and obtain all permits and licenses required in connection with the use and repair of the Roads. p. Provide terms to deal with the requirement for County oversize or overweight permits and the associated fees so that at all times Roads remain passable by typical existing County traffic. q. Upon completion of the Project, Thresher may offer to donate to the County any surplus gravel, culverts, and other materials not including turbine components. If the County takes possession or gives notice of its intent to take control of the surplus materials, it shall be responsible for all costs and expenses related to removing or relocating the materials and shall do so within 120 calendar days of written notification. r. The Road Use Agreement will contain terms that require Thresher to reimburse the County for reasonable out -of-pocket expenses, including the cost of the Pre - and Post - Construction Inventories, professional engineering fees and expenses for County’s Consultant. The reimbursement provision may contain a max allowance but will not be less than $175,000 in the aggregate plus $10,000 a month if construction takes longer than 12 months. s. The Road Use Agreement will contain terms regarding Thresher, its contractors, or its supplier’s use of County roads other than those designated for Project construction purposes and repair of damage caused by the use. 2. Obligations of County. The County, in accordance with the terms of the Agreement, agrees that it has or shall: a. The County will provide Thresher with contact information of a representative. The Road Use Agreement will specify the details of the notification. 71
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DRAFT Page 8 of 11 b. The Road Use Agreement will contain a provision regarding notifications to Thresher of routine and regular County maintenance of the Roads. d. The County will authorize Thresher and its contractors engaged in the construction, operation and maintenance of the Project to travel over the Roads with loads exceeding the weight limits set by County, if any. 3. Approvals, Process and Appeals. The Parties, in accordance with the terms of this Agreement, agree that each has or shall: 3.1 Acknowledge that the County has approval and permitting authority with respect to the subject matter of this Agreement pursuant to state law. 3.2 Acknowledge that the County’s Consultant has been engaged to assist the County in reviewing and evaluating the implementation of this Agreement and that the County has granted such approvals, permits, surveys, evaluations or the like (the “Consultant Activities”) as are required to facilitate the matters covered by this Agreement. 3.3 County acknowledges it has directed the Consultant to consult and cooperate, and Thresher acknowledges that it shall consult and cooperate, in good faith and in a commercially reasonable manner, with respect to Construction Activities and Consultant’s Activities to conduct their respective activities hereunder in such a manner as to facilitate the efficient, economic, safe and timely construction and operation of the Project. County shall not be liable to Thresher for any failure, breach or omission o f Consultant; provided, however, that Thresher is entitled to rely on approvals, representations and decisions (collectively “Consultant’s Approvals”) made or directed by the Consultant on behalf of the County, unless such Consultant’s Approvals are overturned or countermanded in writing by the Road and Bridge Director before Thresher has undertaken Construction Activities in reasonable reliance upon such Consultant’s Approvals. 3.4 In the event of an issue or disagreement between Thresher and Consultant regarding the nature of scope of Consultant’s Activities or the implementation of this Agreement cannot be mutually resolved to the satisfaction of Thresher and the Consultant, such matter may be presented to the Road and Bridge Director for mediation and determination. If either Thresher or the Consultant disagrees with such determination of the Road and Bridge Director, such matter may be appealed to the Board of County Commissioners for presentation and final determination. 3.5 In the performance of this Agreement and unless otherwise specifically provided herein, as between the Consultant and the Road and Bridge Director, the Road and Bridge Director shall be the final decision-maker on behalf of the County and Thresher may rely on the Road and Bridge Director in acting on any such decisions. 4. Pre-Construction Inventory . Prior to commencement of Construction Activities, the Consultant will perform a survey and evaluation to record, document, and report on the existing condition of the Roads (the “Pre-Construction Inventory”). 72
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DRAFT Page 9 of 11 5. Pre-Construction Improvements . Thresher will provide an Action Plan detailing any improvements or repairs to Roads, sub-surfaces, grades, ditches, traffic control, bridges, culverts, pipes, crane crossings, or any other drainage structures on roads necessary for, or related to, the Project shall be presented to the County and Consultant by Thresher for approval by the County or Consultant prior to initiating the desired improvements or repairs. Prior to commencement Construction Activities, inclusive of the construction, reconstruction, and/or decommissioning phases of the Project, Thresher shall construct, at its sole cost and expense, any improvements or repairs necessary to permit the safe and efficient use of the Roads for Construction Activities. No jump spans shall be used to temporarily cross bridges or culverts. All costs to replace or modify bridges and culverts to support construction loads shall be paid by Thresher. All concrete trucks must comply with Kansas legal loads and when loaded, haul with the tag and bridge axles down. Construction vehicles must keep speeds to less than 35 mph. All unpaved haul routes must have a minimum of 4 inches of gravel installed prior to use by Project. Consultant or County may request additional gravel placed along stretches of Roads that are soft, failing, or show additional signs of wear and tear from construction usage with additional gravel installed within 48 hours of demand. All gravel weight tickets must be provided to Consultant for review. No construction equipment is allowed to be loaded, unloaded, or parked within County rights-of-way or on County roads. 6. Construction Activities Inventory. The Consultant will serve as a liaison between the Parties to this Agreement. During the Construction Activities, the Consultant is expected to inspect the Roads being used by Construction Activities on a regular basis, unless otherwise directed by the County, and report to Thresher and County regarding the conditions of such Roads. All costs and expenses to the County with respect to the Consultant’s responsibilities under this section shall be reimbursed to the County by Thresher. 7. Post-Construction Inventory . The Road Use Agreement will require a post -construction inventory following the completion of construction of the Project and will detail the requirements and duties of the inventory. 8. Repairs and Restoration . Following the Post -Construction Inventory and evaluation of the damage, Thresher shall, at its sole expense, restore the Roads to a condition not less than the condition that existed as demonstrated by the Pre -Construction Inventory in accordance with the results of the Consultant’s Post-Construction Inventory. 9. Emergency Repairs . Thresher shall, as soon as reasonably possible and not later than 24 hours after becoming aware of any emergency or hazardous conditions on the Roads, notify the Consultant and Road and Bridge Director of any such conditions and, unless directed otherwise by Consultant or Road and Bridge Director, shall repair or restore such conditions at Thresher’s sole expense if such condition arises out of Thresher’s use of the Roads, with respect to whether such condition also results from deferred maintenance by the County during the course of Thresher’s use of the Roads. If any such condition is not corrected by Thresher within such 24 hours period after Thresher’s receipt of such notice, the County may cause emergency road and bridge repair to be performed by County personnel or qualified contractors, and Thresher shall, 73
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DRAFT Page 10 of 11 within 30 days following receipt of an itemized invoice for the costs of said repairs, reimburse the County for all reasonable repair costs, including overtime for County personnel, incurred by the County for said repairs. 10. Security Required . Prior to commencement of Construction Activities on the Roads, Thresher shall provide security to the County in the amount not less than $2,000,000 and in the form of a performance and payment bond, Parent Guaranty or letter of credit (the “Security”). 11. Costs. All costs and expenses of maintaining the Security, including the fees and expenses of the Security, and the costs and expenses of making distributions out of the Security, shall be borne by Thresher. 12. Term of the Security . The Security shall continue until the delivery by Thresher to the County of written notice certifying that the Project is commercially operational, that all obligations incurred by Thresher in the performance of this Agreement have been paid, and that the County has no outstanding claims for payments or reimbursements arising from this Agreement, and the Road and Bridge Director’s approval of such certification, which shall not be unreasonably withheld, conditioned or delayed. 13. Separate Agreement . All other terms and conditions concerning the Security, and the provisions for making claims against the Security, shall be negotiated in good faith between the County and Thresher. 14. Required Insurance . Thresher shall, upon CCD of the Project and for the period of construction of the Project, maintain in full force and effect, commercial general liability insurance naming Seward County and the Consultant as additional insureds in the aggregate amount not less than $7,000,000.00. 15 .Disputed Costs. In the event Thresher Wind challenges all or part of an amount invoiced or for which the County otherwise seeks reimbursement, Thresher Wind shall provide a written notice of any amount disputed and the basis for such dispute to the County. The County and Thresher Wind shall then meet and confer in good faith and in a reasonable manner to analyze, discuss and resolve the dispute. Thresher Wind shall not dispute any cost with respect to any activity with respect to the Thresher Wind project of which Threshe r Wind had knowledge at the time it was ongoing or included within this Agreement unless Thresher Wind immediately brought the dispute to the attention of the County and, unless directed by Road and Bridge Director otherwise, Thresher Wind suspended all construction activities to which the cost related. In the event Thresher Wind disputes its liability for any cost, such dispute shall be resolved by the Seward County Commission after providing Thresher Wind a reasonable opportunity to present the reasons for the dispute. Thresher Wind shall pay any disputed amount determined by the Seward County Board of Commissioners to be due within 10 days of such determination. 16. Remedies and Enforcement. The Parties acknowledge that money damages would not be an adequate remedy for any breach or threatened breach of this Agreement. Each of the Parties hereto covenant and agree that in the event of default of any of the terms, provisions or conditions of this Agreement by any Party (the “Defaulting Party”), which default is not caused 74
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DRAFT Page 11 of 11 by the Party seeking to enforce said provisions (the “Non -Defaulting Party”), and after notice and reasonable opportunity to cure has been provided to the Defaulting Party, then in such an event, the Non -Defaulting Party shall have the right to seek specific performance and/or injunctive relief to remedy or prevent any breach or threatened breach of this Agreement. The remedies of specific performance and/or injunctive relief shall be exclusive of any other remedy available at law or equity. CU2025-02 All County Agreements Minimum Terms Except as otherwise provided in CUP §II 1 -3 which terms control if any conflict with this paragraph: , Thresher Wind shall reimburse the County’s reasonable attorney fees in the event a formal court action is brought for the enforcement or defense of this Agreement: (1) because of a default or dispute between the Parties, and the County is the prevailing party; or (2) due to a third party claim, only to the extent such action arises directly from Thresher Wind’s breach of this Agreement or wrongful act or omissions. 75
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DRAFT 1 108183989.1 Exhibit E: Good Neighbor Agreement Form After recording return to: Thresher Wind LLC One South Wacker Drive Suite 1500 Chicago, Illinois 60606 ATTN: Land Administration (SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY) NEIGHBOR AGREEMENT THIS NEIGHBOR AGREEMENT (this “Agreement”) is made, dated and effective as of [ , 20__] (the “Effective Date”) by and between [_____________________] residing at [___________________________], and its/their successors and assigns ( collectively, “Owner”), and Thresher Wind LLC , a Delaware limited liability company (“ Developer”). Owner and Developer may hereafter be referred to herein individually as a “ Party” and together as the “Parties”. RECITALS A. Owner owns the real property legally described on Exhibit A attached hereto and made a part hereof (the “Owner’s Property”) and such Property is not part of the Wind Project (as defined below). B. Developer is developing an electric -generating wind power project (“ Wind Project ”) located in a portion of _____________ County, Kansas (“Wind Project Property”). Developer expects that some of the wind turbine generators, including associated towers, foundations, and support structures (collectively the “Generating Units”) of the Wind Project will be installed on land adjacent to or near Owner’s Property. AGREEMENT 1. Construction Impact . Developer recognizes that Owner due to its location next to construction areas may be inconvenienced by construction noise and activities. Owner acknowledges Developer has informed Owner of the potential impacts of construction and agrees the compensation provided in this Agreement is adequate for the impacts described. 2. Payments. In consideration of this Agreement and the rights granted herein, Developer shall pay to Owner a fee in the amount and at the times as described in Exhibit B attached hereto.. 3. Term. The term of this Agreement (the “ Term”) shall commence upon the Operations Date and shall end on the date that is fifty (50) years following the date on which the Wind Project reaches the Operations Date. “ Operations Date” shall mean the date on which Developer first produces wind energy in commercial quantities from Generating Units located on the Wind Project 76
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DRAFT 2 108183989.1 Property. Upon termination, Developer shall file a termination of this Agreement in the public records. If the operation of the constructed Wind Project ceases for a continuous period of five (5) years, and Developer and any successors or assigns have abandoned the development or operation of the Wind Project, then Owner may request by written notice to Developer to termina te and quitclaim this Agreement, and Developer shall deliver a termination and quitclaim of this Agreement in recordable form within forty-five (45) days of any such request. 4. Assignment. Developer shall have the right without Owner’s consent to sell, convey, lease, or assign all or any portion of this Agreement to one or more persons or entities (collectively, “Assignees”). Under no circumstances shall any Lender or Assignee have any greater rights of ownership or use of the Easements than the rights granted to Developer in this Agreement. Any member or partner of Developer or an Assignee shall have the right without Ow ner’s consent to transfer any membership or partnership interest in Developer or such Assignee to one or more persons or entities. 5. Covenants Running With the Land. The Parties hereby agree that all of the covenants and agreements contained in this Agreement touch and concern the real estate described in this Agreement and are expressly intended to, and shall, be covenants running with the land and shall be binding and a burden upon Owner’s Property and each Parties’ present or future estate or interest therein and upon each of the Parties, their respective heirs, administrators, executors, legal representatives, successors and assigns as holders of an estate or interest in Owner’s Property (including without limitation, any lender or other person acquiring title from any such person upon foreclosure or by deed in lieu of foreclosure), and shall benefit Developer and its respective heirs, administrators, executors, legal representatives, successors and assigns and the Wind Project Property. 6. Entire Agreement. This Agreement constitutes the entire agreement between Owner and Developer and no promises or representations, express or implied, either written or oral, not herein set forth shall be binding upon or inure to the benefit of Owner and Developer. This Agreement shall not be modified by any oral agreement, either express or implied, and all modifications hereof shall be in writing and signed by both Owner and Developer. 7. Remedies. If Developer violates the terms or conditions of this Agreement, Owner shall be entitled to any remedy available under applicable law or equity. If Owner violates the terms or conditions of this Agreement, Developer shall be entitled to any remedy available under applicable law or equity. 8. Notices. Any notice to be given hereunder or which either Party wishes to give to the other shall be in writing and may be delivered personally to the other or given by mailing by depositing the same in the U.S. Mail, with all postage and certification charges t hereon prepaid, in a sealed envelope and sent by registered or certified mail with return receipt requested, addressed as follows: If to Owner: [Landowner] [Address] 77
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3
108183989.1
If to Developer: Thresher Wind LLC
Attn: General Counsel
1 S. Wacker Drive, Suite 1500
Chicago, IL 60606
or to such other address as either Party shall hereafter specify by written notice to the other. Any
notice shall be deemed delivered three days after deposit in the mail in accordance with the
foregoing provision.
9. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Kansas.
10. Partial Invalidity . S hould any provision of this Agreement be held, in a final and
unappealable decision by a court of competent jurisdiction, to be either invalid, void or
unenforceable, the remaining provisions hereof shall remain in full force and effect, unimpaired
by the holding.
11. Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which when taken together shall constitute one and the same
document
[NTD: executed agreement will attach signatures, acknowledgements, and Exhibit A Property
legal, and otherwise be sufficient for Register of Deeds recording]
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EXHIBIT B
Payment Terms
In consideration for the rights provided to the Developer under the Agreement, Developer agrees
to make payments to the Owner as follows:
1. Operating Fees. Upon commencement of the Operations Date, and for each year during
the Term of this Agreement (each an “Operations Term Year”), Developer shall pay to Owner a
fee of $500.00 Dollars ($500.00). The first Operating Fee shall be paid within sixty (60) calendar
days of the Operations Date. All subsequent Operating Fees shall be paid by the anniversary of the
Operations Date.
3. IRS Form W-9. Notwithstanding anything in this Agreement to the contrary, Developer
shall have no obligation to make any payment to Owner otherwise required under this Agreement
until Owner has returned to Developer a completed Internal Revenue Service Form W-9, such W-
9 form to either (i) have been provided by Developer to Owner prior to execution of this Agreement
or (ii) be provided by Developer to Owner promptly upon execution of this Agreement.
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