TOWN BOARD REGULAR MEETING September 25, :00 P.M. Town Board Chambers 301 Walnut Street, Windsor, CO MINUTES

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1 TOWN BOARD REGULAR MEETING 7:00 P.M. Town Board Chambers 301 Walnut Street, Windsor, CO The Town of Windsor will make reasonable accommodations for access to Town services, programs, and activities and will make special communication arrangements for persons with disabilities. Please call (970) by noon on the Thursday prior to the meeting to make arrangements. MINUTES A. CALL TO ORDER Mayor Melendez called the meeting to order at 7:12 p.m. 1. Roll Call Mayor Kristie Melendez Mayor Pro Tem Myles Baker Cindy Scheuerman Ken Bennett Paul Rennemeyer Ivan Adams Also Present: Town Manager Kelly Arnold Town Attorney Ian McCargar Town Clerk/Assistant to Town Manager Patti Garcia Communications/Assistant to Town Manager Kelly Unger Town Prosecutor/Assistant Town Attorney Kim Emil Director of Finance Dean Moyer Director of Engineering Dennis Wagner Director of Planning Scott Ballstadt Chief Planner Carlin Malone Senior Planner Paul Hornbeck Police Chief Rick Klimek Deputy Town Clerk Krystal Eucker 2. Pledge of Allegiance Town Board Member Scheuerman led the pledge of allegiance. 3. Review of Agenda by the Board and Addition of Items of New Business to the Agenda for Consideration by the Board Town Board Member Rennemeyer moved to approve the agenda as presented; Mayor Pro Tem Baker seconded the motion. Roll call on the vote resulted as follows: Yeas Baker, Scheuerman, Bennett, Rennemeyer, Adams, Melendez; Nays- None; Motion passed. 4. Board Liaison Reports Mayor Pro Tem Baker Parks, Recreation & Culture Advisory Board; North Front Range/MPO alternate Mayor Pro Tem Baker had no report. Town Board Member Scheuerman Water & Sewer Board; Clearview Library Board Town Board Member Scheuerman had no report.

2 Page 2 of 27 Town Board Member Bennett Planning Commission; Windsor Housing Authority Town Board Member Bennett reported the Planning Commission met and items from that meeting are on the agenda tonight. Mr. Bennett reported the Windsor Housing Authority has no vacancies at this time. Maintenance has been a challenge this year as there is only one individual that works 24 hours a week. In the past that has been sufficient to keep up with maintenance although most of the Century III apartments are over 60 years old and there has been wear and tear that is more than normal. The Windsor Housing Authority receives funding from a variety of sources and they are required to build a long term capital improvement fund. Rents will be raised 2% each year to grow the long term improvement fund. The Windsor Housing Authority is looking for grants to expand the clubhouse so there is a large enough space for all residents to attend meetings and they would also like to move in a storage shed to house a generator for extended power outages. Town Board Member Rennemeyer Historic Preservation Commission; Great Western Trail Authority; Chamber of Commerce Town Board Member Rennemeyer reported the Chamber held its monthly 12 at 12 luncheon. The 12 at 12 is a meeting that brings in 12 businesses together to discuss different needs and what their businesses do. Town Board Member Adams Tree Board; Poudre River Trail Corridor Board Town Board Member Adams reported the Tree Board will start meeting at the Community Recreation Center. Mayor Melendez Downtown Development Authority; North Front Range/MPO Mayor Melendez reported the DDA meeting is September 27, 2017 at 7: Public Invited to be Heard Mayor Melendez opened the meeting up for public comment. Karen Zabonik, 6 Rose Court, Windsor, CO stated she appeared before the Board a month previously regarding the home next to her that is falling apart. Ms. Zabonik had an open house as she is trying to selling her home. Individuals were interested in her home until they saw the house next door falling apart. Ms. Melendez informed Ms. Zabonik that the work session held prior to the regular meeting included discussion regarding abandon vehicles and things of the like. A code will be coming in the future that should address some of these issues. Karen Tressler, 1417 Water Way Drive, Windsor, CO addressed the Board regarding the Hops for Hunger program. Ms. Tressler thanked the Board for their support. Mikaela Sandridge, 1005 Dry Creek Court, Windsor CO informed the Board that $25,000 was raised at the Hops for Hunger event and there were approximately 400 individuals in attendance. All of the proceeds from that event will stay in Windsor so support various programs. Jessica Kerr, 1647 Merton Court, Windsor, CO addressed the Board and read the 200 th Anniversary of the birth of Bahá u lláh Proclamation.

3 Page 3 of 27 B. CONSENT CALENDAR 1. Minutes of the September 11, 2017 Regular Meeting K. Eucker 2. Advisory Board Appointments P. Garcia 3. Resolution No A Resolution Approving the Accessioning of Items to the Town of Windsor Museum Collection E. Lucas 4. Resolution No A Resolution Approving A Stipulation Between The Town Of Windsor And Various Applicants With Respect To A Matter Pending In The Weld County District Court, Water Division 1 I. McCargar 5. Cancellation of December 25, 2017 Town Board Meeting P. Garcia 6. Resolution No A Resolution Approving and Accepting a Series of Easement and Rightof-Way Dedications for Utility, Roadway and Related Public Purposes in Association with the Raindance Development Located in the Town of Windsor, Colorado Mayor Pro Tem Baker moved to approve the consent calendar as presented; Town Board Member Scheuerman seconded the motion. Roll call on the vote resulted as follows: Yeas Baker, Scheuerman, Bennett, Rennemeyer, Adams, Melendez; Nays- None; Motion passed. C. BOARD ACTION 1. Resolution No A Resolution Approving an Intergovernmental Agreement Between the Town of Windsor and the Raindance Metropolitan District No. 1 with Respect to Improvements to be Constructed in the Raindance Subdivision Filing 1 I. McCargar Legislative Staff presentation: Ian D. McCargar, Town Attorney Per Mr. McCargar, the Raindance Metropolitan District No. 1 ( District ) has joined the Town and the developer of Raindance Subdivision, Filing 1, in an agreement to finance, construct and maintain public improvements. Ordinarily, the execution of subdivision development agreements is not specifically referred for Town Board action. In this case, however, the undertakings of the District elevate this agreement to an intergovernmental agreement ( IGA ) that by statute requires Town Board approval. The attached Resolution No satisfies this legal requirement. The Raindance Subdivision, First Filing Subdivision Development Agreement ( Agreement ) assures the completion of certain improvements intended for ownership and maintenance by both the Town and the District. This is common at the subdivision stage, except that this Agreement specifically authorizes the District to master plan, design, construct and maintain neighborhood parks. Once completed, these parks will be open to the public as would any Town-constructed neighborhood park. In exchange for this undertaking by the Districts, no neighborhood park land or fees will be assessed for Filing 1. The Town will not plan, design, construct or maintain the neighborhood parks in Filing 1. Additionally the District will be fully guaranteeing the completion of all public improvements intended for dedication to the Town.

4 Page 4 of 27 Lastly, the District is agreeing to manage the community-based agricultural area in Filing 1, at a best-management-practices level for the agricultural industry. This assures the agricultural areas will be maintained to an acceptable level over time. Ms. Melendez inquired about security of 25% and what that equates to. Mr. McCargar stated the standard in the code is when Windsor approves a subdivision development agreement; Windsor has reviewed estimated costs for the construction of the improvements that are intended for dedication to the Town. Windsor knows generally what those costs would be. The developer is then required to post a surety bond or in some cases cash in the amount of 25% of the total costs of those public improvements. The idea being that now the developer is invested in making certain the improvements are completed. Under this agreement, that model remains in effect unless the districts step in and pledges to complete the public improvements. In that case the district has to demonstrate it has the fiscal ability to do so. Mr. Baker inquired if by waiving the park fees, the Town will not be maintaining the parks. Mr. McCargar stated that is correct. Mr. Baker inquired as to how many parks there will be. Mr. McCargar stated Windsor has a pretty good idea of the parks as the plat has been approved and there were areas that are identified as neighborhood parks. Town Board Member Rennemeyer moved to approve Resolution No ; Mayor Pro Tem Baker seconded the motion. Roll call on the vote resulted as follows: Yeas Baker, Scheuerman, Bennett, Rennemeyer, Adams, Melendez; Nays- None; Motion passed. 2. Site Plan Presentation Raindance Subdivision Tracts W, Y, & CC Raindance Welcome Center & Covered Bridge David Nelson & Martin Lind, Raindance Land Company, LLC, applicant/ Tom Siegel, Water Valley Land Company, applicant s representative Staff presentation: Paul Hornbeck, Senior Planner Per Mr. Hornbeck, the site is currently zoned planned unit development (PUD) with an underlying zoning of residential mixed use (RMU). The proposed development includes a welcome center and subdivision entry features, including a covered bridge. In addition to this site plan, the development will require a minor subdivision to consolidate the multiple tracts into a single tract. According to the application materials, the welcome center is primarily intended as a sales center for homes in the Raindance development and secondarily as a community space that can hold up to 120 occupants. The welcome center features: an approximately 4,800 square foot building; 22 parking spaces; and

5 Page 5 of 27 outdoor spaces featuring farmland and orchards, lawn space, and small gathering spaces The subdivision entry features include large ponds crossed by a covered bridge and a variety of open lands, including agricultural, ornamental, and open space areas. The covered bridge is an entry feature that will be built by the developer and maintained by the Metro District. The covered bridge is a purely ornamental feature built on top of standard roadway with culverts that will allow water to pass beneath. Since the covered bridge will be built over a public roadway maintained by the Town, an agreement is being negotiated between the Town and developer to protect the Town against liability and maintenance of the covered structure. The current presentation is intended for the Town Board s information. Should the Town Board have any comments or concerns pertaining to this project, please refer such comments to staff during the presentation so that they may be addressed during staff s review of the project. Mr. Baker inquired as to what will happen to the welcome center when the area is all bought and sold. Mr. Hornbeck stated it would be for the metro district to maintain and use. 3. Resolution No A Resolution Approving and Confirming the Amended Master Plan for Portions of the Ptarmigan Business Park PUD, and the Entirety of the Lutheran Church Annexation to the Town of Windsor JBT Associates LLC applicant/ Steve Steinbicker, Architecture West LLC, applicant s representative Quasi-judicial Staff presentation: Paul Hornbeck, Senior Planner Per Mr. Hornbeck the subject property is located between Interstate 25 and Larimer County Road 5 (LCR 5), north of State Highway (SH) 392. Adjacent properties to the east of LCR 5 are single family homes within the Ptarmigan Subdivision in unincorporated Larimer County. Interstate 25 is located west of the master plan. There is a farm located south of the property on the corner of SH 392 and LCR 5 (known as the Victor View Annexation), while properties to the north are undeveloped/agricultural land (known as Fossil Creek Meadows Annexation). The purpose of this amended master plan is to combine two areas previously master planned separately into one master plan, to modify the land uses depicted, and to modify the planned road network. The Lutheran Church Annexation property was previously under separate ownership and planned for a private school site and residential uses. The properties are now under unified ownership and the private school site planned for the Lutheran Church Annexation is proposed to be replaced with residential uses. The amended Master Plan for the property depicts up to 116 single family and/or patio home lots and up to 207 multifamily units. The road network is proposed to be modified so that Westgate Drive will be extended north before curving east to connect to the intersection of LCR 32E and LCR 5. An additional connection is shown running east from Westgate Drive to the former Lutheran Church Annexation property and to the off-site Victor View Annexation property to the southeast. The

6 Page 6 of 27 applicant has proposed removing a connection depicted on the existing master plan to the property to the northwest. The applicant has stated it is necessary to remove this connection so that the intersection of SH 392 and Westgate Drive continues to function at a satisfactory level of service. Developments are typically required to provide access to adjacent properties to ensure properties do not become landlocked without access and to create a well-connected street network. Given this issue and a number of other transportation concerns of the applicant, nearby property owners, and Town staff, these parties are pursing utilizing a third party traffic engineering firm to create a master traffic study for the northeast quadrant of the I- 25/SH 392 interchange area. A recommended condition of approval of this Master Plan is that the applicant complies with all recommendations of the third party traffic study, including providing all off-site connections unless the study recommends an alternative connection. The property falls within the I-25 Corridor Plan, which identifies the area as a Corridor Activity Center (CAC). Allowed uses within the CAC are defined in an intergovernmental agreement (IGA) between the Town of Windsor and the City of Fort Collins. Since the CAC area was envisioned as an activity center with higher intensity commercial, residential, and mixed uses clustered in close proximity to the interchange, single family uses were not allowed. However, the IGA was amended by both Fort Collins and Windsor earlier this year specifically to allow the single family component of this proposal. The amended IGA specifies specific acreage and number of lots devoted to single family uses and preserves a large portion of property for future commercial and multifamily development. A neighborhood meeting is not required in association with an amended master plan. However a neighborhood meeting for the associated rezoning was required. The application is consistent with various goals of the Comprehensive Plan. At their September 20, 2017 meeting the Planning Commission forwarded to Town Board a recommendation of approval of the amended master plan subject to the following conditions: 1. All remaining Planning Commission and staff comments shall be addressed; 2. Applicant agrees to construct transportation improvements or pay its equitable pro rata share for transportation improvements as recommended by the master traffic study that are required in order to serve the Property or to accommodate the traffic generated by the development allowed by this Master Plan Amendment; 3. Applicant agrees that Westgate Drive shall connect to County Road 32E as shown on the Master Plan, unless recommended otherwise by the master traffic study; and 4. The street configuration within the Master Plan shall include a connection from Westgate Drive to accommodate traffic to and from the Burnett Young property as shown on the Ptarmigan Business Park Annexation Master Plan [September 13, 1999], unless recommended otherwise by the master traffic study. Staff requests the following be entered into the record: Application and supplemental material Staff Memorandum and supporting documents Recommendation

7 Page 7 of 27 Mr. Adams inquired if this area is north of the bank. Mr. Hornbeck stated that is where this area is located. Mr. Adams inquired as to how wide the trail would be along the road. Mr. Hornbeck stated it would be a standard 10 foot wide trail although the width of Westgate Drive has not been determined. Mr. Baker inquired as to who is hiring a traffic engineer as it would seem that the Town would want the connection. Mr. Hornbeck stated it would be a third party contractor and it is correct that the Town would want that connection. The concern of this property owner is that this property would generate more traffic at the intersection of Westgate and Highway 392. The idea behind the neutral third party is that there are differing opinions between the property owners and this study will help find a resolution. The consultant will be chosen by the Town and the study will take 6-8 weeks to complete once they commence. Steve Steinbicker addressed the Board and provided a brief presentation. The applicant has agreed to the conditions set forth by the Planning Commission. Mr. Adams inquired as to how many single family homes will be going in. Mr. Steinbickler stated there is a cap on the number of single family homes; 116 single family homes and 207 multi-family units. Town Board Member Rennemeyer moved to approve Resolution No ; Town Board Member Adams seconded the motion. Roll call on the vote resulted as follows: Yeas Baker, Scheuerman, Bennett, Rennemeyer, Adams, Melendez; Nays- None; Motion passed. 4. Public Hearing Ordinance No An Ordinance Approving the Rezoning of Tracts D, E, F and a portion of Tract G in the Ptarmigan Business Park Subdivision and all of the Lutheran Church Annexation JBT Associates LLC applicant/ Steve Steinbicker, Architecture West LLC, applicant s representative Quasi-judicial Staff presentation: Paul Hornbeck, Senior Planner Town Board Member Rennemeyer moved to open the public hearing; Town Board Member Scheuerman seconded the motion. Roll call on the vote resulted as follows: Yeas Baker, Scheuerman, Bennett, Rennemeyer, Adams, Melendez; Nays- None; Motion passed. Mr. Bennett stated, Madam Mayor, for the record, I would like to point out that in my capacity as Town Board liaison to the Planning Commission, I was present at the Planning Commission meeting during which this matter was previously presented. I wish to state that my participation in the Planning Commission proceedings has in no way influenced me in my capacity as a Town Board Member this evening. I will make my decision and cast my vote this evening based solely on the evidence presented during this public hearing.

8 Page 8 of 27 Per Mr. Hornbeck, the applicant is requesting to rezone approximately acres within the Ptarmigan Business Park Subdivision and the Lutheran Church Annexation from general commercial (GC) to residential mixed u se (RMU). The subject property is located west of Larimer County Road 5, north of State Highway 392. Areas to the west of the rezoning include undeveloped/agricultural land within the Ptarmigan Business Park with limited industrial (IL) zoning that are not a part of this rezoning request. A farm is located south of the proposed rezoning on the corner of SH 392 and CR 5, while properties to the north are undeveloped/agricultural land. The purpose of this rezoning is to allow for single family and multi-family development, which will require additional applications for a major subdivision plat and site plan. As described in the previous agenda item, an amended master plan for the property depicts up to 116 single family and/or patio home lots and up to 207 multifamily units. The applicant s representatives held a neighborhood meeting on July 31, 2017, at Windsor Severance Fire Rescue Station # 3. There were approximately twenty neighbors in attendance. The application is consistent with various goals of the Comprehensive Plan. At their September 20, 2017 meeting the Planning Commission forwarded to Town Board a recommendation of approval of the rezoning ordinance subject to all remaining Planning Commission and staff comments being addressed. Notifications were completed in accordance with the Municipal Code. Staff requests the following be entered into the record: Application and supplemental material Staff Memorandum and supporting documents All testimony received during the public hearing. Recommendation Emily Benight, 5132 Augusta Court, Windsor, CO addressed the Board and has concerns about additional traffic on County Road 5 with this property being developed and inquired if their walls would be raised to protect her family. Ms. Melendez inquired as to who could address the questions of the walls being raised in that area and Mr. Arnold stated it would be a referral to Larimer County although there may not be a specific answer to that question right now. Ray Cundiff, 636 Park Edge Circle, Windsor, CO stated traffic noise would be an environmental issue and not included in a traffic study. Town Board Member Adams moved to close the public hearing; Town Board Member Rennemeyer seconded the motion. Roll call on the vote resulted as follows: Yeas Baker, Scheuerman, Bennett, Rennemeyer, Adams, Melendez; Nays- None; Motion passed.

9 Page 9 of Ordinance No An Ordinance Approving the Rezoning of Tracts D, E, F and a portion of Tract G in the Ptarmigan Business Park Subdivision and all of the Lutheran Church Annexation JBT Associates LLC applicant/ Steve Steinbicker, Architecture West LLC, applicant s representative First reading Quasi-judicial Staff presentation: Paul Hornbeck, Senior Planner Mr. Hornbeck had nothing further to add. Town Board Member Adams moved to approve Ordinance No An Ordinance Approving the Rezoning of Tracts D, E, F and a portion of Tract G in the Ptarmigan Business Park Subdivision and all of the Lutheran Church Annexation; Town Board Member Bennett seconded the motion. Roll call on the vote resulted as follows: Yeas Baker, Scheuerman, Bennett, Rennemeyer, Adams, Melendez; Nays- None; Motion passed. 6. Public Hearing Ordinance No An Ordinance Approving the Rezoning Valley Center Subdivision Lots A & B Alan Highstreet, Agrifab Colorado, applicant/ Mike Maurer, Olsson Associates, applicant s representative Quasi-judicial Staff presentation: Paul Hornbeck, Senior Planner Town Board Member Rennemeyer moved to open the public hearing; Town Board Member Scheuerman seconded the motion. Roll call on the vote resulted as follows: Yeas Baker, Scheuerman, Bennett, Rennemeyer, Adams, Melendez; Nays- None; Motion passed. Mr. Bennett stated, Madam Mayor, for the record, I would like to point out that in my capacity as Town Board liaison to the Planning Commission, I was present at the Planning Commission meeting during which this matter was previously presented. I wish to state that my participation in the Planning Commission proceedings has in no way influenced me in my capacity as a Town Board Member this evening. I will make my decision and cast my vote this evening based solely on the evidence presented during this public hearing. Per Mr. Hornbeck, the applicant is requesting to rezone lots A and B of the Valley Center Subdivision. The lots total approximately 3.86 acres and are requested to be rezoned from general commercial (GC) to limited industrial (IL). The purpose of the rezoning is to allow for the construction of three buildings containing office/warehouse uses, a project that is being concurrently site planned. The subject properties are vacant properties, previously home to buildings that were destroyed in the 2008 tornado. The properties to the north are zoned limited industrial, while the properties to the east and west are zoned general commercial.

10 Page 10 of 27 The applicant s representatives held a neighborhood meeting on August 17, 2017, at the Windsor Community Recreation Center. There was one neighbor in attendance. One additional public comment on the proposal has been received. The owner of Mark s Funeral Home east of the rezoning expressed concerns about having industrial uses adjacent to the funeral home and potential visual impact on people attending funeral services viewing industrial uses. Staff has requested the applicant provide a fence to provide additional screening on the subsequent site plan. The application is consistent with various goals of the Comprehensive Plan. At their September 20, 2017 meeting the Planning Commission forwarded to Town Board a recommendation of approval of the rezoning ordinance subject to all remaining Planning Commission and staff comments being addressed. The following notifications were completed in accordance with the Municipal Code. Staff requests the following be entered into the record: Application and supplemental material Staff Memorandum and supporting documents All testimony received during the public hearing. Recommendation Mr. Bennett inquired as to the type of fencing that the applicant would be using. Mr. Hornbeck stated the applicant has not responded to that request so that has not been determined. Mr. Rennemeyer inquired as to the lot next to the funeral home seems to be used as overflow parking for the funeral home and inquired if that is why he has an objection. Mr. Hornbeck stated he is not familiar with that issue. Chris Ruff, 311 Habitat Bay, Windsor, CO addressed the Board and stated he is the owner of 9293 Eastman and is part owner of Mark s Funeral Home. Mr. Ruff stated he is not opposed of the industrial use but is opposed to the orientation of the buildings on the site. With the fronts of the buildings facing each other, that puts the overhead doors on the back of the building right in view of the funeral home. Mark Long, 9392 Eastman Park, Windsor, CO, part owner of Mark s funeral service stated he is not opposed to the rezone. Individuals park in that area on their own and that is not a concern. The concern is the noise coming from those buildings as there are funerals conducted across the road. Ms. Melendez inquired if the applicant provided fencing would that help with Mr. Long s concerns.

11 Page 11 of 27 Mr. Long stated a fence would be good if that would keep noise down and not see the back building views. Scott Holt, 9263 Eastman Park Drive, Windsor, CO stated he owns a building directly north of the application site. Mr. Holt stated he is in support of Mr. Ruff and Mr. Long and their concerns with the application. Mr. Adams inquired if the front of the buildings could face south. Mr. Fred Croci, development consultant for the project stated they have looked at every orientation of the building on the site. The site has some constraints on it; there is an access through the site for sites to the north which is why the orientation of the buildings face each other. The engineering staff has engineered the buildings to sit on the site the way they are. The fence is an option although it may not be the most desirable option for the neighbors. Ms. Scheuerman inquired if it is out of the ordinary to create an island of a different zoning designation. Mr. Hornbeck stated it is not unprecedented to have smaller pockets of different zoning. Mr. Baker inquired as to the different sizing that is acceptable for general commercial zoning. Mr. Hornbeck stated the size and design of the building is not impacted by zoning. Ms. Melendez inquired as to what type of business will be in the buildings to expect so much semi-truck traffic. Mr. Croci stated they are not anticipating a lot of semi traffic although there is a 30 foot right of way that needs to be created to allow access to the sites to the north. That 30 foot access needs to stay open and that is why the buildings are orientated with the fronts facing each other. Mr. Rennemeyer inquired if individuals on the north side of this site access their properties through this site. Mr. Hornbeck stated there are three access points off Eastman Park Drive that one could potentially use to access the sites to the north. There are easements on the subject property to providing access to the northern sites. Mr. Bennett inquired as to why there has to be a road through the middle of this site. Mr. Croci stated when the original subdivision was done, there were five lots including those lots on the north. With this particular plan, there is a 30 foot easement that is maintained by the property owner for the three properties to the north. Mr. Hornbeck stated he believes that is correct. Ms. Scheuerman inquired if there is a way to change or vacate the easements in order to incorporate a possible inversion of the buildings. Mr. Hornbeck stated an easement can be changed; the off-site property owners may have to sign off as they would be the beneficiaries of the easement although the process would need to be looked into.

12 Page 12 of 27 Ms. Scheuerman inquired if there were any comments from the daycare. Mr. Hornbeck stated there were no comments from the daycare. Mr. Bennett inquired as to how much input the Board would have on the site plan if the rezone is approved. Mr. McCargar stated the focus has moved toward site plan concerns and not rezoning concerns within this public hearing. This public hearing should be focused on the criteria for rezoning which is essentially laid out in Mr. Hornbeck s PowerPoint that talks about conformance with the Comprehensive Plan and consistency with surrounding zoning. The conversation regarding access points and impacts to the east is probably more properly taken up during the site plan presentation. Mr. Bennett commented that his concern is unintended consequences. Part of what is being heard is that there may not be a lot of options with the site plan. Town Board Member Scheuerman moved to close the public hearing; Mayor Pro Tem Baker seconded the motion. Roll call on the vote resulted as follows: Yeas Baker, Scheuerman, Bennett, Rennemeyer, Adams, Melendez; Nays- None; Motion passed. 7. Ordinance No An Ordinance Approving the Rezoning Valley Center Subdivision Lots A & B Alan Highstreet, Agrifab Colorado, applicant/ Mike Maurer, Olsson Associates, applicant s representative First reading Quasi-judicial Staff presentation: Paul Hornbeck, Senior Planner Mr. Hornbeck had nothing further to add. Ms. Scheuerman commented that this would create an awkward island of general commercial zoning and also the businesses that were there were built and orientated based off the idea that the property would be general commercial that would eventually be built next to them; Ms. Scheuerman stated to change that in proximity to establish businesses as well as in proximity to the daycare even though they may not have expressed concern, may be inappropriate at this juncture. Mr. Bennett concurs with Ms. Scheuerman and stated he has reservations. Town Board Member Rennemeyer moved to approve Ordinance No An Ordinance Approving the Rezoning Valley Center Subdivision Lots A & B Alan Highstreet, Agrifab Colorado, applicant/ Mike Maurer, Olsson Associates, applicant s representative; Mayor Pro tem Baker seconded the motion. Roll call on the vote resulted as follows: Yeas Baker, Rennemeyer, Adams; Nays- Scheuerman, Bennett, Melendez; Motion failed.

13 Page 13 of Site Plan Presentation Valley Center Subdivision Lots A & B Alan Highstreet, Agrifab Colorado, applicant/ Mike Maurer, Olsson Associates, applicant s representative Staff presentation: Paul Hornbeck, Senior Planner Ms. Scheuerman moved to postpone item 8, site plan presentation indefinitely; Town Board Member Bennett seconded the motion. Roll call on the vote resulted as follows: Yeas Baker, Scheuerman, Bennett, Rennemeyer, Adams, Melendez; Nays- None; Motion passed. 9. Public Hearing Resolution No A Resolution Approving the Final Major Subdivision Plat for Village East 7 th Filing Larry S. Buckendorf, Village East Investments, LLC, applicant/ Morgan Kidder, Village East Investments, LLC, applicant s representative Quasi-judicial Staff presentation: Paul Hornbeck, Senior Planner Town Board Member Scheuerman moved to open the public hearing; Town Board Member Bennett seconded the motion. Roll call on the vote resulted as follows: Yeas Baker, Scheuerman, Bennett, Rennemeyer, Adams, Melendez; Nays- None; Motion passed. Mr. Bennett stated, Madam Mayor, for the record, I would like to point out that in my capacity as Town Board liaison to the Planning Commission, I was present at the Planning Commission meeting during which this matter was previously presented. I wish to state that my participation in the Planning Commission proceedings has in no way influenced me in my capacity as a Town Board Member this evening. I will make my decision and cast my vote this evening based solely on the evidence presented during this public hearing. Per Mr. Hornbeck, the subdivision encompasses approximately one acre and is zoned residential mixed use (RMU). This subdivision is platting seven lots that are currently contained in two tracts in the Village East Subdivision. The lots could not be platted with the original subdivision because of their proximity to oil and gas operations. The oil and gas wells have since been capped and abandoned, allowing the lots to be platted at this time. The applicant held a neighborhood meeting on June 28, 2017, in accordance with Chapter 16, Article XXXI of the Municipal Code. There were approximately five neighbors in attendance. Please see the enclosed neighborhood meeting notes for discussion topics and responses. The application is consistent with the following portions of the Comprehensive Plan as well as the Vision 2025 document. Notifications were completed in accordance with the Municipal Code. At their September 20, 2017 meeting Planning Commission forwarded to Town Board a recommendation of approval of the final major subdivision, subject to all remaining Planning Commission and staff comments being addressed. Staff requests the following be entered into the record:

14 Page 14 of 27 Application and supplemental materials Staff memorandum and supporting documents Recommendation Mr. Baker inquired if there is any state requirement for notifying future homeowners about capped wells. Mr. Ballstadt stated the Town normally receives notification when wells are being capped and believes it goes to homeowners in a certain radius; future homeowners may not as the notification was already sent out. Mr. Morgan Kidder addressed the Board and informed the Board that Extraction Oil and Gas capped the well with 500 feet of concrete from the actual bore and the metal casing; on the top of that is a cast iron bridge plug and 172 feet of concrete within the actual steel casing that is in the ground. An additional precautionary plug was put in place that is not required by the Colorado Gas Commission. Additionally the top 409 feet of the bore was filled with concrete, the well casing was cut off eight feet below surface with a steel cap welded over the top and all flow lines were cut off below grade, depressurized, decontaminated and capped. Mr. Baker inquired if Mr. Kidder is prepared to notify future homeowners of the capped wells. Mr. Kidder stated that questions would be taken back to the general counsel of the ownership group. Mr. Adams inquired if an inspector from the state has been out to inspect the site. Per Mr. Kidder; yes they have. Dr. Wendell Bradley, 608 Meadow Drive, Windsor, CO addressed the Board and stated even though the wells are stuffed with concrete, the casings can still lose integrity and probably about 50% of the wells over 20 years will be leaking. Town Board Member Rennemeyer moved to close the public hearing; Town Board Member Scheuerman seconded the motion. Roll call on the vote resulted as follows: Yeas Baker, Scheuerman, Bennett, Rennemeyer, Adams, Melendez; Nays- None; Motion passed. 10. Resolution No A Resolution Approving the Final Major Subdivision Plat for Village East 7 th Filing Larry S. Buckendorf, Village East Investments, LLC, applicant/ Morgan Kidder, Village East Investments, LLC, applicant s representative Quasi-judicial Staff presentation: Paul Hornbeck, Senior Planner Per Mr. Hornbeck had nothing further to add. Town Board Member Rennemeyer moved to approve Resolution No ; Town Board Member Scheuerman seconded the motion. Roll call on the vote resulted as follows: Yeas Baker, Scheuerman, Bennett, Rennemeyer, Adams, Melendez; Nays- None; Motion passed.

15 Page 15 of Resolution No A Resolution Approving the Final Site Plan for South Hill Subdivision 6 th Filing Final Site Plan Brad Florin, The Falls Apartments at Water Valley, applicant/jon Sweet, TST Inc. Consulting Engineers, applicant s representative Quasi-judicial Staff presentation: Carlin Malone, Chief Planner Per Ms. Malone, the site plan encompasses approximately 5.9 acres and is zoned residential mixed use (RMU). A height review request to allow an increase in the maximum height from 35 feet to 40 feet to allow for a three-story building in the RMU zoning district was reviewed by the Planning Commission and Town Board and approved on August 14, 2017 (Resolution No ), subject to final site plan approval. Additionally, the applicant has submitted a minor subdivision which has been administratively reviewed concurrently with the site plan. Site characteristics include: one three-story 55,338-square foot multi-family residential building with attached and detached garages; 120 multi-family units; 182 parking spaces, including 42 detached garage spaces, 48 semi-attached garage; spaces, and 92 open-air parking spaces, with four accessible parking spaces; 21.9% of the site will be building coverage; 49.4% of the site to be HOA maintained open space and landscaping; 28.7% of the site to be HOA maintained private drives and parking areas; centrally located recreational area, including a pool, putting green, cabana, barbeque area, and garden bed area for residents; cart barn for golf carts with pathway to golf course; and sidewalk connections throughout the site, to adjacent roadways and trail system along 7th Street. Building characteristics include: architectural concrete block and both vertical and horizontal lap siding as predominant façade materials; stone treatment around the base of buildings and columns, gables to break up roofline; heavy timber truss detailing on exterior of gables; architectural bronze metal parapet caps, gutters and downspouts; covered decks, porches, and decorative entryways; decorative garage doors with windows; architectural composition shingles; and roof-top mechanical equipment screened behind flat roof parapets. The application is consistent with the 2016 Comprehensive Plan as well as the Vision 2025 document.

16 Page 16 of 27 At their September 20, 2017, the Planning Commission forwarded to the Town Board a recommendation of approval of the Final Site Plan and resolution subject to all remaining Planning Commission and staff comments being addressed. Staff requests the following be entered into the record: Application and supplemental material Staff memorandum and supporting documents Recommendation Testimony received during the public meeting Mr. Adams inquired as to why there are different types of garages. Ms. Malone stated some of the garages are attached and some are detached. There is also surface parking. Mr. Brian Williamson stated there are two different types of garages; attached and detached. There was not enough building for all the garages to be attached. There is also surface parking as that is a more efficient use of the land; some of the surface parking may be covered in the future. Ms. Melendez inquired if the 92 open air spaces are on the perimeter of the property. Per Mr. Williamson; that is correct. Mr. Baker inquired if the open air parking is also for guests. Mr. Williamson stated there is a certain percentage reserved for guest parking. Town Board Member Rennemeyer moved to approve Resolution No ; Town Board Member Bennett seconded the motion. Roll call on the vote resulted as follows: Yeas Baker, Scheuerman, Bennett, Rennemeyer, Adams, Melendez; Nays- None; Motion passed. 12. Public Hearing Conditional Use Grant to allow Oil and Gas Facilities Labue Farm Annexation- Milkshake Pad Erin Mathews, Extraction Oil and Gas, LLC, applicant/aaron Demo, Baseline Engineering, applicant s representative/martin Lind, Vima Partners, LLC, property owner Quasi-judicial Staff presentation: Carlin Malone, Chief Planner Town Board Member Rennemeyer moved to open the public hearing; Town Board Member Scheuerman seconded the motion. Roll call on the vote resulted as follows: Yeas Baker, Scheuerman, Bennett, Rennemeyer, Adams, Melendez; Nays- None; Motion passed. Mr. Bennett stated, Madam Mayor, for the record, I would like to point out that in my capacity as Town Board liaison to the Planning Commission, I was present at the Planning Commission meeting during which this matter was previously presented. I wish to state that my participation in the Planning Commission proceedings has in no way influenced me in my capacity as a Town Board Member this evening. I will make my decision and cast my vote this evening based solely on the evidence presented during this public hearing.

17 Page 17 of 27 Per Ms. Malone, the application for the conditional use grant (CUG) to allow oil and gas facilities in the O zone district for an existing oil and gas site known as the Milkshake Pad, located on the western boundary of the Labue Farm Annexation. Oil and gas facilities are allowed as a conditional use in all zoning districts, per Section of the Town s Municipal Code, Oil and Gas Facilities. The site is 2.48 acres of a 155-acre portion of Labue Farm Annexation property, which remains unsubdivided. The property is situated north of Crossroads Boulevard/CR 62 and an existing industrial business in Weld County, zoned A (Agriculture) with a Weld County Use by Special Review (USR) for a construction and concrete storage business, and north of the Raindance Truck Loadout Facility (CUG approved on June 12, 2017). The subject site is east of the CR 15 alignment (vacated right-of-way) and the Raindance PUD, south of undeveloped land zoned O and Hilltop Subdivision, and west of undeveloped land and future public school site currently zoned O. The applicant is requesting allowance of 23 additional wells for the Milkshake Pad. Currently, the existing pad contains 17 wells. The existing access road from the site, south to Crossroads Boulevard, will remain. The applicant anticipates that the wells will be drilled in one phase and the completion process will be done in one phase. The closest home to the proposed well site is 1,130 feet and the closest occupied building is 668 feet away. The site will be reconfigured with the existing wells and tank batteries and associated equipment. The berms will be redone to add some additional height and landscaping around all sides of the well with the exception of the southern portion which will be completed after all the drilling has been completed. The property owner and developer of the Raindance PUD will be putting in the landscaping when drilling has been completed. The proposed drilling will be completed in one phase. The proposed hauling route for the subject site will be from the site to the property s access point on Crossroads Boulevard/CR 62 and CR 15 alignment, and west on Crossroads Boulevard to I-25 or east on Crossroads Boulevard to CR 17, south on CR 17 to State Highway 34. Truck traffic would primarily occur during daylight hours and the applicant has stated that heavy truck hauling periods will avoid the peak times of school and to the best of their ability, avoid commuter traffic. The site will use electric drilling facilities and they will also use pipelines for production which will reduce the amount of truck traffic. On Tuesday, August 15, 2017, the applicant s representatives held a neighborhood meeting at the Windsor-Severance Fire Station No. 1, 100 7th Street in Windsor. There were eight residents in attendance. At their September 20, 2017 meeting, the Planning Commission forwarded to the Town Board a recommendation of approval with a number of conditions including the standard Town conditions along with the following conditions, with a language modification for condition number three (3) that replaces the term overweight loads with permitted loads: 1. All remaining Planning Commission and staff comments are addressed.

18 Page 18 of The truck hauling route shall remain in accordance with Exhibit A attached hereto, unless otherwise approved by the Town. 3. Heavy truck hauling (permitted loads) shall avoid before and after school traffic (7:30 a.m. 8:15 a.m. and 2:45 p.m. - 3:30 p.m.). 4. Other truck hauling will use best efforts to avoid school zones and minimize traffic congestion. 5. All landscape screening shown on plan shall be started no later than 60 days after the final flowback phase. 6. Sound walls shall be setback a minimum of 30 feet from any permanent trails or other public amenity. 7. The Town s standard conditions of approval for oil and gas facilities, with amendments, as noted: 1. Prior to the commencement of drilling, the applicant shall submit comprehensive Drilling and Site Improvement Plans for review and approval by the Town. Such plans shall address initial drilling activities, initial installation of site improvements and details, and on-going perpetual maintenance of the subject site including, but not limited to, the following: a. Site access plan. The Drilling and Site Improvement Plans and supplemental information shall address site access points and haul routes for review and approval. b. Public street clean-up and tracking prevention. The Drilling and Site Improvement Plans and supplemental information shall include a tracking pad for review and approval. c. Site grading. The Drilling and Site Improvement Plans and supplemental information shall address site grading, including any earth berms for emergency containment. d. Site lighting. The lighting plan shall include details regarding site lighting fixtures and locations. The lighting plan shall limit lighting reasonably necessary to illuminate areas for ongoing night-time operations, safety, and security. The use of full cut off lighting fixtures is required and such fixtures may not be installed higher than fifteen (15) feet above ground to mitigate light pollution. e. Temporary screening. The applicant shall install a buffer to screen the initial drilling activities and installation of site improvements from surrounding neighborhoods and streets. The temporary buffer/sound walls shall enclose the drilling operations to provide screening and noise mitigation barriers in the direction of nearby homes, as appropriate. f. Permanent screening. Given the close proximity to residential neighbors, the Drilling and Site Improvement Plans shall depict proposed long-term screening materials including landscaping, earth berms and any other screening methods to mitigate visual impacts. g. Fencing. The Drilling and Site Improvement Plans shall depict fencing of the perimeter of the site. Fencing materials shall be reviewed for approval by the Town based upon the character of the surrounding neighborhood. h. Oil and gas equipment.

19 Page 19 of 27 1) The applicant shall utilize electric motors in order to mitigate the noise impacts to the neighboring properties. The applicant shall utilize noise dampening methods consistent with the best management practices (BMPs) utilized in the basin. Such methods include, but are not limited to, sound walls, blankets, and other noise mitigation installed at the source of any equipment creating such noise. Noise mitigation methods known as Quite Fleet Technology, utilized by Liberty Oilfield Services, shall be used as examples of BMPs to be replicated. 2) The applicant shall ensure that the wells and tanks are of the minimum size required to satisfy present and future functional requirements to mitigate visual impacts. 3) Low profile tanks shall be utilized and shall be installed in the least visible manner possible. 4) All tanks and equipment shall be painted to blend-in with the surrounding landscape. i. Air Quality 1) The applicant shall comply with all applicable rules of the Environmental Protection Agency (EPA). 2) The applicant shall install and operate an emissions control device (ECD) capable of reducing Volatile Organic Compound (VOC) emissions on the subject oil and gas equipment in accordance with Colorado Oil and Gas Conservation Commission (COGCC) and/or the Colorado Department of Public Health and Environment (CDPHE) rules and regulations. 3) The applicant shall submit to the Town copies of all air emissions reporting as required by the COGCC and/or the CDPHE s Air Pollution Control Division. j. Water Quality 1) The applicant shall ensure that any hydrocarbon discharges from the site comply with all state and federal water quality requirements. Any hydrocarbon discharges shall be properly reported to COGCC, and remediated according to COGCC requirements in all cases. Reportable hydrocarbon discharges shall also be reported to the Windsor Local Government Designee (LGD). 2) The applicant shall provide test results from Groundwater Baseline Sampling and Monitoring required by COGCC Rule 318A.e(4) to the Town. (condition updated 10/28/13 to reflect updated COGCC rule) k. Emergency containment. The secondary containment berm surrounding all storage vessels shall be designed and constructed to contain a minimum of 110% of the volume of the largest vessel located within the containment area or to State of Colorado standards, whichever requirements are more stringent.