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Home My WebLink About20061979 RESOLUTION RE: APPROVE ESCROW/TOLLING AGREEMENT AND AUTHORIZE CHAIR TO SIGN WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS,the Board has been presented with an Escrow/Tolling Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, the Town of Erie, and Republic Services of Colorado, I, LLC, commencing July 20, 2006, with further terms and conditions being as stated in said Agreement, and WHEREAS,after review,the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Escrow/Tolling Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, the Town of Erie, and Republic Services of Colorado, I, LLC, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said Agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 24th day of July, A.D., 2006. BOARD OF OUNTY COMMISSIONERS E LA, WELD C TY, COLORADO ATTEST: DJ/ 1661 f'?�� . J. ile, hair Weld County Clerk to the -..72 • ar 4 Utk ` t'., ‘ , David E. Long, Pro-Tem BY: Dep Clerk tb-the Board EXCUSED Willi m H. Jerke rk ROV AS TO fJl U1 Vt / Robert D. asden ney EXUUbED 9 �IZ � Glenn Vaad Date of signature: 2006-1979 BC0036 07/18/2006 17:07 FAX 303 291 2400 PERKINS COIE @ 002 ESCROW/TOLLING AGREEMENT This Escrow/Tolling Agreement ("Agreement") is entered into by and between THE TOWN OF ERIE, a municipal commotion existing under the laws of the State of Colorado, ("Erie"), THE COUNTY OF WELD, a political subdivision existing under the laws of the State of Colorado, ("Weld County"), and REPUBLIC SERVICES OF COLORADO, I,. LLC, a Colorado limited liability company ("Republic"). Hereinafter, Erie, Weld County and Republic are collectively referred to as the"Parties." RECITALS WHEREAS,Republic owns and operates a solid waste,disposal site and facility referred to as the Front Range Landfill,which is located within the corporate limits of Erie,Weld County, Colorado; WHEREAS, Weld County Ordinances 164 and 164-A as codified under Article III, Section'5-3-20 of the Weld County Code (the "County Code") provide that a surcharge of 10% shall be added to all disposal fees received by any operator operating a solid waste disposal site and facility or transfer station within Weld County, including areas within corporate limits and municipalities(the "County Surcharge Fees"); WHEREAS, Erie. and Weld County arc parties to that certain Intergovernmental Agreement Regarding Solid Waste Disposal Sites, effective as of June 3, 1996 (the "IGA"), which provides that Erie and Weld County shall share the surcharge fees collected from solid waste disposal sites and facilities located within a certain defined planning area which includes the Front Range Landfill; WHEREAS, for the pa.t decade the Front Range Landfill has collected and remitted the County Surcharge Fees to Weld County and Erie in accordance with the IGA; WHEREAS,on May 9,2006,Erie adopted Ordinance 14-2006(the "Ordinance"),which fixes and establishes a surcharge of 10%to be added to all disposal fees'received by any operator operating a solid waste disposal site and facility or transfer station within.Eric, including the Front Range J anrlfill; WHEREAS, in adopting the Ordinance, Erie intends that upon the effective date of the Ordinance(June 19,2006),the Ordinance shall replace and supersede the County Code; WHEREAS, on November 30, 2005, Erie sent written notice to Weld County terminating the IGA effective as of June 2,2006; WHEREAS,Weld Couaty disputes Erie's termination of the IGA; WHEREAS, Erie and Weld County have indicated that they will resolve their disputes either through settlement or by the commencement of litigation;and (32681-0001/DE06I980.019] 2006-1979 07/18/2006 17:07 FAX 303 291 2400 PERKINS COIE @1003 WHEREAS,Erie and Weld County agree that Republic shall continue to timely collect a 10% surcharge fee at the Front Range Landfill and maintain the 10% surcharge fee in an interest bearing account from June 1, 2006 until the dispute regarding the continued application of the County Code and the dispute between Erie and Weld County regarding the IGA is finally resolved. AGREEMENT NOW, THEREFORE, in consideration of the promises and commitments contained herein, the sufficiency of which as consideration for the Agreement are hereby acknowledged, the Parties agree as follows: 1. Consistent with the terms of the Ordinance and the County Code, Republic shall continue to collect a 10% surcharge fee at the Front Range Landfill. Republic shall not remit any collected surcharge fee payments to Erie or Weld County until the dispute between Erie and Weld County is resolved either by a final non-appealable court order or a written settlement agreement between the Parties. Republic shall maintain all collected surcharge fees in an interest bearing account. Republic shall provide Erie and Weld County a monthly statement of the collected fees. 2. The suspension of payments by Republic to Erie and Weld County as described above shall not constitute a violation of the Ordinance, the County Code, any Certificate of Designation issued by Weld County or Erie or any applicable or related zoning approval for so long as Republic continues to collect a 10% surcharge fee at the Front Range Landfill and maintain all collected surcharge fees in an interest bearing account. 3. The surcharge fees collected and maintained by Republic will be disbursed in accordance with the terms of a:final non-appealable court order or a written settlement agreement between the Parties. 4. Erie and Weld County waive any other rights to the 10% surcharge fees collected and maintained by Republic and disbursed in accordance with terms of a final non-appealable court order or a written settlement agreement between the Parties. 5. Except as set faith in this Agreement, the Parties do not waive and each of them reserves all other claims, defer;es or causes of action related to the Ordinance,the County Code or any other agreements between any of them. 6. The accrual of tine for the maturation or application of any statute of limitation with respect to the Parties' causes of action arising out of or relating to any dispute they have concerning the Ordinance, the County Code or any other agreement between any of them are hereby tolled from July 20, 2006 through and including a period of six (6) months from and including the date of the final non-appealable court order or the date of the written settlement agreement between the Parties resolving the dispute between Erie and Weld County(the"Tolling Period"). 7. The Parties ago:that the Tolling Period shall not be included in calculating the deadline under any statute of limitations that may be applicable to the commencement of any [32681-0001/06061960.0191 -2- 07/18/2006 17:08 FAX 303 291 2400 PERKINS COIE FI004 action relating to the Ordinance:,the County Code or any other agreements between any of them. The Parties further agree that the Tolling Period shall not give rise to or support any defense of 'aches or the running of any statute of limitations concerning the timeliness of commencing any civil action relating to the Ordinance, the County Code or any other agreements between any of them. 8_ Republic reserves the right to intervene in any action between Erie and Weld County. 9. This Agreement does not constitute in any way an admission of liability on the part of any of the Parties. 10. This Agreement is the entire agreement among the Parties and no statement, promise or inducement merle by any party or agent of any party that is not contained in this Agreement shall be valid or binding This Agreement may not be enlarged,modified, or altered except in a writing signed by al.the Parties. 11. This Agreement chell be interpreted in accordance-with the laws of the State of Colorado. 12. This Agreement may be executed in multiple counterparts and via telecopy by all the Parties. 13. The undersigned warrant that, to the best of their knowledge, this Agreement is fully enforceable in any court o:=competent jurisdiction. 14. This Agreement shall be assignable and binding on any successor in interest to the Pront Range Landfill upon w.itten notice to and consent of Erie and Weld County, which consent shall not be unreasonably delayed,conditioned or withheld. 15. Each person sipting this Agreement warrants that he or she has been duly authorized to execute this Agreement on whose behalf the person is signing. 16. This Agreement shall not be binding and enforceable against Erie until it is ratified by the Board of Trustees for Erie. Lricewise, this Agreement shall not be binding and enforceable against Weld County until it is ratified by the Weld County Board of County Commissioners. [Rem tinder of Page Intentionally Left Blank] (32681.0001/DE061980.0191 - -3- 07/18/2006 17:08 FAX 303 291 2400 PERKINS COIE 131005 IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed by their authorized representative as of the date first shown above. • TOWN OF ERIE: Town of Erie, Colorado,a municipal corporation existing under the State of Colorado ATTEST By: By: . Name: Name:_ Title: Title: Date: Date: WELD COUN'T'Y: The County of Weld, a political subdivision existing under the laws of the State of Colorado, C'Weld County") TTESTmau1 �G'." "`By: 1. is Name. M. J. Geile �� bt- Donald D. Warden Title: Chair, Board of Coun l? ►. j Wf. ;ie% Clerk to the Board Date: 07/24/2006 e l k/24/2016 � ✓De.i ty Cle/rk to the Board REPUBLIC: Republic Services of Colorado T,LLC,a Colorado limited liability company By: ATTEST: Name: By: Title: Name: Date: Title: Date; • • • P2681-0001/D13061920,0151 -4- IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed by their authorized representative as of the date first shown above. TOWN OF ERIE: Town d rie, olor do, unicipal corporation existing under the State of Colorado ATTEST By: By: 4411•-- Name: 'M t lcc Tl • Act', Name: X1 a c . P� k r Title: -T c w A %N• s t, Title: To w A C i e i(z Date: Date: 1 ( 09 ( 04 WELD COUNTY: The County of Weld, a political subdivision existing under the laws of the State of Colorado, ("Weld County") A 1"1EST: By: By: Name: Name: Title: Title: Date: Date: REPUBLIC: Republic Services of Colorado I,LLC,a Colorado limited liability company By: ATTEST: Name: By: Title: Name: Date: Title: Date: [32681-000I/DE061980.0191 -4- IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed by their authorized representative as of the date first shown above. TOWN OF ERIE: Town of Erie, Colorado, a municipal corporation existing under the State of Colorado ATTEST By: By: Name: Name: Title: Title: Date: Date: WELD COUNTY: The County of Weld, a political subdivision existing under the laws of the State of Colorado, ("Weld County") ATTEST: By: By: Name: Name: Title: Title: Date: Date: REPUBLIC: Republic Services of Colorado I, LLC, a Colorado limited li ility com y By: ATTE Na Cry Q.�v -: By: Title: t e ertc ccc r r Name: Avid A . 3APciAy Date: '11 ck ( n> Title: lace ?reciden i Date: 7 ( 1g /O.G [32681-0001/Final Escrowing-Tolling.doc] -4- paTxA VOE Perkins All(; n7 Cole 1899 Wynkoop Street Jeffrey L.Hunter WELD COUNTY ATTORNEY'S OFFICE Suite 700 moue 303.291.2315 MC 303.291.2400Denver,CO 80202-1043 Ea:jhunter@perkinscoie.com PHONE.303.291.2300 Ewa: FAX:303.291.2400 www.perkinscoie.Corn August 4, 2006 VIA U.S. MAIL Bruce Barker Weld County Attorney 915 Tenth Street P.O. Box 758 Greeley, CO 80632 Re: Republic Services of Colorado I,LLC Front Range Landfill Dear Mr. Barker: On behalf of Republic Services of Colorado I, LLC("Republic") and the Front Range Landfill, enclosed is an original of the Town of Erie's signature page to the Escrow/Tolling Agreement between the Town of Erie, Weld County and Republic. Please call if you have any questions. Sincerely, Frederick T. Winters enclosure [32681-0001/DE062160.024] ANCHORAGE - BEIJING BELIEVUE BOISE • CHICAGO - DENVER • HONG KONG • LOS ANGELES MENLO PARK OLYMPIA PHOENIX • PORTLAND • SAN FRANCISCO - SEATTLE - WASHINGTON, D.C- Perkins Coie LLP and Affiliates Perkins Cole 1899 Wynkoop Street Jeffrey L.Hunter Suite 700 mons,303.291.2315 FAX. 303.291.2400 Denver,CO 80202-1043 PHONE:303.291.2300 EMAIl jhunter@perkinscoie.com FAX:303.291.2400 www.perkinscoie.corn July 26, 2006 VIA U.S. MAIL Bruce Barker Mark R. Shapiro, Esq. Weld County Attorney 1650 38th Street, Suite 105 915 Tenth Street Boulder, Co 80301 P.O. Box 758 Greeley, CO 80632 Re: Republic Services of Colorado I, LLC Front Range Landfill Messrs. Barker and Shapiro: On behalf of Republic Services of Colorado I, LLC("Republic") and the Front Range Landfill,enclosed is an original of Republic's signature page to the Escrow/Tolling Agreement between the Town of Erie, Weld County and Republic. Please forward your respective original signatures pages to me at your earliest convenience. Please call if you have any questions. Sincerely, effrey L. Hunter enclosure [/DE062070.025] ANCHORAGE BEIJING • BELLEVUE • BOISE - CHICAGO • DENVER • HONG KONG • LOS ANGELES MENLO PARK • OLYMPIA PHOENIX - PORTLAND SAN FRANCISCO SEATTLE - WASHINGTON, D.C. Perkins Coie LEP and Affiliates Hello