HomeMy WebLinkAbout20022287.tiff RESOLUTION
RE: APPROVE ROAD MAINTENANCE AGREEMENT FOR WELD COUNTY ROAD 51
SOUTH OF 1-76 FRONTAGE ROAD AND NORTH OF HIGHWAY 52 AND AUTHORIZE
CHAIR TO SIGN - ROCKY MOUNTAIN ENERGY CENTER, LLC
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Road Maintenance Agreement for
Weld County Road 51 south of 1-76 and north of Highway 52 between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County, and
Rocky Mountain Energy Center, LLC, with 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 Road Maintenance Agreement for Weld County Road 51 south
of 1-76 and north of Highway 52 between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, and Rocky Mountain Energy
Center, 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 21st day of August, A.D., 2002.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: %� IL `
�` Gle ad, air
Weld County Clerk t, aCC
/ ,% D 4d E. Lo ro-Tem
BY: •
Deputy Clerk to the1�c�„�
-M. J.`Geilile��.�� Q
O ED AS M: 40.104 1'•pM' 4
• i H. Jerker‘
ounty At orpiy
4M'
R bert D. Masden
Date of signature.
��//� 2002-2287
C1Z, AG-ii /L- 4/ PL1582
347 COUNTY OF WELD, STATE OF COLORADO
ROAD MAINTENANCE AGREEMENT
rti
n THIS AGREEMENT ("Agreement") is made and entered into this 13 day of
nub ccst , 2002, by and between the COUNTY OF WELD, STATE OF
COLORADO, acting through its Board of County Commissioners, ("Weld County"),
and ROCKY MOUNTAIN ENERGY CENTER, LLC, a Delaware limited liability
company ("RMEC").
WHEREAS, by Resolution adopted February 6, 2002, Weld County, acting
through its Board of County Commissioners, granted RMEC's application for a Site
Specific Development Plan and Use by Special Review Permit #1339 (together, the
"Special Review Permit") for the construction and operation of an electric power
generating facility located near the town of Hudson, Colorado (the "Project"); and
WHEREAS, the construction of the electric power generating facility will create
a need for surface dust control due to an increase in roadway traffic on Weld County
Road 51 south of the Interstate 76 frontage road and north of Colorado Highway 52 (the
portion so described is referred to as the "Road").
NOW, THEREFORE, in consideration of Weld County's approval of the Special
Review Permit and the mutual covenants and conditions hereinafter set forth, Weld
County and RMEC agree as follows:
1. Term: This Agreement shall be effective immediately and shall expire
upon receipt of RMEC's notification of the completion of the construction
of the electric power generating facility (the "Construction Phase"), unless
earlier terminated by the mutual agreement of Weld County and RMEC.
2. Maintenance of the Road:
A. Weld County shall be responsible for general maintenance of the
Road, including snow removal from the Road, and shall maintain
the Road.
B. Weld County shall be responsible for the grading of and the
application of topical dust suppressant to the Road during the
Construction Phase. Weld County will apply topical dust
suppressant to the Road up to five times per year, during the
Construction Phase.
3. Dust Suppression and Grading Payments: RMEC shall make payments to
Weld County for the grading of and the application of topical dust
suppressant to the Road during the Construction Phase in accordance with
1111111111111111111 III 1111111111111111111111111 ���� ����
2985347 09/06/2002 11:36A Weld County, CO
1 of 6 R 0.00 D 0.00 J.A. "Sold" Tsukamoto
AOO-1-.2.22T7
Road Maintenance and Improvements Agreement
Page 2
Sections 4 and 5 but shall not be responsible for any ongoing operations
or maintenance costs associated with the Road.
4. General Requirements for Dust Suppression and Grading Payments:
A. RMEC shall submit payments ("Dust Suppression and Grading
Payments") according to the schedule and amounts set forth in
Exhibit "A," which is attached hereto and incorporated herein by
reference. The value of all Dust Suppression and Grading
Payments made to Weld County by RMEC shall not exceed
$155,000.
B. Weld County agrees that in the event the actual costs incurred by
Weld County for the grading of and the application of topical dust
suppressant to the Road during the Construction Phase are less than
the total cost of the Dust Suppression and Grading Payments, Weld
County will reimburse RMEC the difference between the actual
costs incurred by Weld County and the total amount of the Dust
Suppression and Grading Payments within thirty (30) days of the
completion of the Construction Phase.
5. Dust Suppression and Grading Guarantee: Dust Suppression and Grading
Payments made to Weld County shall be in United States currency in an
amount equal to and at the times specified in Exhibit "A". Such payments
shall be deposited in an escrow account with a Federal or State licensed
financial institution (the "Financial Institution"), as escrow agent, with
instructions to release funds upon the request of Weld County and in
accordance with this Road Maintenance Agreement. Weld County shall
provide biannual statements to RMEC, describing incurred costs and
grading and dust suppression work performed on the Road. Applicant
shall have the right to inspect all books and records of Weld County
relating to Weld County's grading and dust suppression work performed
on the Road.
6. No Third Party Beneficiary: It is expressly understood and agreed that
enforcement of the terms and conditions of this Agreement, and all rights
of action relating to such enforcement, and any benefits arising hereunder,
shall be strictly reserved to the undersigned parties. Nothing contained in
this Agreement, expressed or implied, shall give or allow any claim, right,
remedy or cause of action whatsoever to any other person or entity not a
party to this Agreement.
1 111111 11111 1111111 III 111111 1111 11111 I I 1111111111111
2985347 09/06/2002 11:36A Weld County, CO
2 of 6 R 0.00 D 0.00 J.A. "Suki" Tsukamoto
Road Maintenance and Improvements Agreement
Page 3
7. Modifications and Breach: This Agreement contains the entire agreement
and understanding between the parties to this Agreement and supersedes
any other agreements concerning the subject matter of this transaction,
whether oral or written. No modifications, amendment, novation,
renewal, or other alteration of or to this Agreement shall be deemed valid
unless mutually agreed upon in writing by the undersigned parties. No
breach of any term, provision, or clause of this Agreement shall be
deemed waived or excused, unless such waiver or consent shall be in
writing or signed by the party claimed to have waived or consented. Any
consent by any party hereto, or waiver of, a breach by any other party,
whether expressed or implied, shall not constitute a consent to, waiver of,
or excuse for any different or subsequent breach.
8. Non-Assignment: This Agreement shall not be assigned by either party
without the prior written consent of the non-assigning party, which
consent shall not be unreasonably withheld. Notwithstanding the
foregoing, for the purpose of financing the Project, RMEC may assign to,
or create a security interest in favor of, any lender or other financing party
in RMEC's rights and interests in, under or pursuant to this Agreement.
The County hereby agrees to execute a consent to such assignment
acknowledging the right of the lender, financing party, or their assignees
to perform the obligations of RMEC under this Agreement in the exercise
of remedies under the financing documents, and containing such other
provisions as may be reasonably requested by the lender or other
financing party.
9. Notices: Notices under this Road Maintenance Agreement shall be in
writing and shall be delivered by hand, overnight courier service, mailed
or sent by telecopy as follows:
If to County:
Board of County Commissioners
915 10`h Street
P.O. Box 758
Greeley, Colorado 80632
Fax: (970) 352-0242
111111 11111 111111 IIII 11111 111 111111 11 11111 1111 1111
23 9 of 67 R 0.00,2 10 0.00 J.A. "Sulu" Tsuk moto
Road Maintenance and Improvements Agreement
Page 4
If to Applicant:
Rocky Mountain Energy Center, LLC
c/o Calpine Corporation
P.O. Box 11749
Pleasanton, California 94588-1749
Attention: Asset Optimization
Fax: (925) 479-7311
Copy to:
David D. Perkins
Director-Project Development
Rocky Mountain Energy Center, LLC
26 W. Dry Creek Circle, Suite 600
Littleton, Colorado 80120
Fax: (720) 283-4154
10. Counterparts: This Agreement may be executed in any number of
counterparts, and may contain facsimile signatures, each of which shall be
deemed an original, and all of which taken together shall constitute one
and the same Agreement.
(Signature Page Follows]
111111 1111 III 111111 VIII 1III 11II
2985347 09/06/2002 11:36A Weld County, CO
4 of 6 R 0.00 D 0.00 J.A. "Suki" Tsukamoto
Road Maintenance and Improvements Agreement
Page 5
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.
ROCKY MOUNTAIN ENERGY
CENTER, LLC, a Delaware limited
liability company
By:
Name: Robert L.Lamkin
A Title: Vice President
ATTEST:/ _/, /�'//� �j. E,Jt BOARD OF COUNTY
**H yN I,/i
� COMMISSIONERS WELD COUNTY,
Weld County Clerk to t B.. ��� OLORADO
1861 tviv ff //
BY: >/ n. h - , By: GLL
Deputy County Clerk 4S3
Glenn Vaad, Chair (08/21/2002)
1 111111 11111 1111I I I III 111111 1111 1111111 III 11111 1111 1111
2985347
1 d
6 R 0.00 0 0.00 J.A. "Suk'W" Tsuka
5 of molo
•
Road Maintenance and Improvements Agreement
Page 6
EXHIBIT "A"
Name of Applicant: Rocky Mountain Energy Center, LLC
Filing: USR No. 1339
Location: 6241 Weld County Road 51, Hudson, Colorado 80642
DUST SUPPRESSION AND GRADING
PAYMENT AMOUNT PAYMENT DATE
$77,500* August 30, 2002
$77,500* August 15, 2003
* Includes administrative expenses
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
By: Vd
Glenn Vaaid, C r (08/21/2002)
2936237_3.DOC
111111 11111 1111111 III 111111 IIII 1111111 III 11111 1111 1111
2985347 09/06/2002 11:36A Weld County, CO
6 of 6 R 0.00 0 0.00 J.A. "Suki" Tsukamoto
ESCROW AGREEMENT
This Escrow Agreement(the"Agreement")is among Rocky Mountain Energy Center,LLC and
Board of County Commissioners of Weld County (the"Parties")and Wells Fargo Bank West,
National Association(the"Escrow Agent").
Recitals
WHEREAS the Parties agree to place in escrow certain funds,securities,documents,and/or other property
and the Escrow Agent agrees to hold and distribute such funds,securities,documents,and/or other property
in accordance with the instructions of the Parties,the Escrow Agent and the Parties make this agreement as
follows:
Article 1:Directions
1.01 Escrowed Property:
The Parties will deposit with the Escrow Agent the property described in Schedule A(the "Escrowed
Property"),attached hereto and incorporated herein by reference.
1.02 Instructions:
The Escrow Agent shall hold, invest, if applicable, and disburse the Escrowed Property pursuant to
the instructions set forth in Schedule B, attached hereto and, except as provided in section 3.02,
incorporated herein by reference.
1.03 Assignment of Interest:
The assignment, transfer, conveyance, or hypothecation of any right, title, or interest in and to the
subject matter of this Agreement (referred to under this Section 1.03 as "Assignment") shall be
binding upon the Escrow Agent upon delivery of notice to the Escrow Agent of the Assignment and
payment to the Escrow Agent of all of its fees, in connection with the Assignment, provided the
Escrow Agent has given its written assent to the Assignment.
Article 2: Compensation of the Escrow Agent
The Parties agree,jointly and severally,to pay the Escrow Agent:
a. Its fees,charges,and expenses for all services rendered by it under this Agreement;and
b. Reasonable compensation for services rendered in connection with this Agreement but not expressly
provided for herein and reimbursement for those expenses incurred by the Escrow Agent in rendering such
services, including, but not limited to Court costs and attorney's fees incurred as a result of any dispute
arising out of the Agreement.
The Escrow Agent shall have a first and prior lien upon the Escrowed Property to secure the payments
described under paragraphs a. and b. of this Article 2. If any such payment is not timely received by the
Escrow Agent,the Parties authorize the Escrow Agent to deduct such payment from the Escrowed Property.
All such payments due by not paid within 30 days shall accrue interest at the rate of 19 percent per annum.
Article 3:Provisions Concerning Escrow Agent
3.01 Authority of Parties:
The Escrow Agent shall be under no duty or obligation to ascertain the identity, authority, and/or
rights of the Parties or their agents.
3.02 Other Agreements:
The Escrow Agent shall not be a party to, or bound by, any agreement between the Parties other
than this Agreement whether or not a copy and/or original of such agreement is held as Escrowed
Property; and, the Escrow Agent shall have no duty to know or inquire as to the performance or
nonperformance of any provision of any such agreement between the Parties.
3.03 Deposited Instruments and/or Funds:
The Escrow Agent assumes no responsibility for the validity or sufficiency of any instrument held as
Escrowed Property,except as expressly and specifically set forth in this Agreement.
3.04 Late Payments or Performance:
The Escrow Agent may accept any payment or performance required under this Agreement after
the date such payment or performance is due, unless subsequent to such date, but prior to the actual
date of payment or performance, the Escrow Agent is instructed in writing by the Parties not to
accept such payment or performance.
3.05 Escheat:
The Parties are aware that under Colorado law, Escrowed Property which is presumed abandoned
may escheat to the State. The Escrow Agent shall have no liability to the Parties, their respective
heirs, legal representatives, successors, and assigns, should any or all of the Escrowed Property
become escheatable or escheat by operation of law.
3.06 Non-Liability:
The Escrow Agent shall not be liable for any act or omission while acting in good faith and in the
exercise of its own best judgment. The Escrow Agent shall have the right to consult with counsel at
the expense of the Parties whenever any question arises concerning the Agreement and shall incur no
liability for any delay reasonably required to obtain such advice of counsel. The Escrow Agent shall
not be liable for the alteration, modification or elimination of any right permitted or given under the
instructions set forth in Schedule B an/or in any document deposited under the Agreement pursuant to
any Statute of Limitations or by reason of laches. The Escrow Agent shall have no further
responsibility or liability whatsoever to any or all of the Parties following a partial or complete
distribution of the Escrowed property pursuant to this Agreement. The Escrow Agent shall not incur
any liability with respect to any act or omission in reliance upon any document, including any written
notice or instruction provided for in the Escrow Agreement. In performing its obligations hereunder,
the Escrow Agent shall be entitled to presume, without inquiry, the due execution, validity and
effectiveness of all documents it receives, and also the truth and accuracy of any information
contained therein. The Escrow Agent shall not be responsible or liable for any diminution of
principal of the Escrowed Property or any interest penalty,whatsoever,for any reason.
3.07 Indemnification:
The Parties agree, jointly and severally, to indemnify and hold harmless the Escrow Agent from
any liability, cost, or expense whatsoever, including, but not limited to, attorney's fees incurred by
reason of accepting the Agreement and/or Escrowed Property.
3.08 Disagreements:
If any disagreement or dispute arises between the Parties to this Agreement concerning the
meaning or validity of any provision hereunder or concerning any other matter relating to this
Agreement,the Escrow Agent:
2
a. Shall be under no obligation to act, except under process or order of court, or until it has been
adequately indemnified to its full satisfaction, and shall sustain no liability for its failure to act
pending such process,court order or indemnification;and
b. May, in its sole and absolute discretion, interplead the Escrowed Property or that portion of
Escrowed Property it then holds with the District Court of the City and County of Denver, State of
Colorado, and name the Parties in such interpleader action. Upon filing the interpleader action, the
Escrow Agent shall be relieved of all liability as to the Escrowed Property and shall be entitled to
recover from the Parties its reasonable attorneys' fees and other costs incurred in commencing and
maintaining such action. The Parties by signing this Agreement submit themselves to the jurisdiction
of such court and do appoint the Clerk of such Court as their agent for the service of all process in
connection with such proceedings. In no event shall the institution of such interpleader action impair
the rights of the Escrow Agent described in Section 3.06 of this Article.
Article 4: General Terms and Conditions
4.01 Extension of Benefits:
This agreement shall be binding upon, inure to the benefit of, and be enforceable by, the respective
heirs, legal representatives, successors,and assigns of all of the Parties and the Escrow Agent.
4.02 Governing Law:
This Agreement shall be construed and enforced in accordance with the laws of the State of
Colorado.
4.03 Notices:
All notices, requests, demands, and other communications required under this Agreement shall be
in writing and shall be deemed to have been duly given if delivered personally or by certified mail,
return receipt requested, and postage prepaid. If any notice is mailed, it shall be deemed given on
the date such notice is deposited in the United States mail. If any notice is personally delivered, it
shall be deemed given upon the date of such delivery. If notice is given to a party, it shall be
mailed or delivered to the addresses set forth below the signature blocks. It shall be the
responsibility of the Parties to notify the Escrow Agent in writing of any name or address changes.
4.04 Entire Agreement:
This Agreement sets forth the entire agreement and understanding of the Parties hereto.
4.05 Amendment:
This Agreement may be amended, modified, superseded, rescinded, or canceled only by a written
instrument executed by the Parties and the Escrow Agent.
4.06 Waivers:
The failure on any party to the Agreement at any time or times to require performance of any
provision under this Agreement shall in no manner affect the right at a later time to enforce the same
performance. A waiver by any party to the Agreement of any such condition or breach of any term,
covenant,representation, or warranty contained in this Agreement, in any one or more instances,shall
neither be construed as a further or continuing waiver of any such condition or breach nor a waiver of
any other condition or breach of any other term, covenant, representation, or warranty contained in
this Agreement.
4.07 Headings:
Section headings of this Agreement have been inserted for convenience of reference only and shall
in no way restrict or otherwise modify any of the terms or provisions of this Agreement.
3
4.08 Counterparts:
This Agreement may be executed in one or more counterparts, each of which when executed shall
be deemed to be an original, and such counterparts shall together constitute one and the same
instrument
4.09 Resignation or Removal of Escrow Agent:
The Escrow Agent may resign at any time by furnishing written notice of its resignation to the
Parties. The Parties may remove the Escrow Agent at any time by furnishing to the Escrow Agent
a written notice of its removal. Such resignation or removal, as the case may be, shall be effective
upon delivery of such notice.
IN WITNESS WHEREOF, the Parties to this Agreement have each caused this Agreement to be duly
executed on this day of 20
Corporat.Plame: Rocky Mountain Energy Center Corporate Name:Board of County Commissioners
By: Y a By:
Title:Rob Lamkin,Vice President Title:
Address:4160 Dublin Blvd.,Dublin,CA 94568 Address:915 10`hStreet,PO 758,Greeley CO 80632
Telephone: (720)283-4155 Telephone:
Tax I.D.No. 77-05474590 Tax I.D.No.84-6000813
The Escrow Agent, by affixing its signature below, hereby acknowledges receipt of the Escrowed Property
described in Schedule A and agrees to hold,administer, and dispose of the Escrowed Property in accordance
with the terms, conditions, and instructions of this Agreement and any amendments thereto, including those
set forth in Schedule B and Exhibits I and 2.
Wells Fargo Bank West,National Association
Escrow Agent
Corporate Trust and Escrow Services
MAC C7301-024
1740 Broadway
Denver,Colorado 80274
Phone:(303)863-6247 FAX: (303)863-5645
Date: By:
Account No. Title:
4
SEP-03-2002 TUE 11 08 AM WED ° FARGO BANK FAX NO, 3038Pnc845 P. 02
dOLLAN0 k_KART LLP
-- -- ooaiooa
AUG-30-2002 FRI 03:52 PM WELD CO GOVT FAX N0, 8103520242 P. 04
0{(jp(t 0/:!l FAX !10/$2{77{ 121100 @Oat
AUG-W-2002 FRI x2ISO PH WED CO 00V? FAX N0, 8103520242 P. 02
•
CossimisSI
l0 114s Arne owls atte001adis w e7 Ours aataapab,viols elMddtvlas s usardaMl
daasud r w r10iW0ulod Ada oussrs an«sowm allea.asea w 6e moo
West
Us salmesslas a piers Y atpra s M stt
Tie Is SON nwIssliS .nds•h isalsitywin•awof*susi ti
Parr. Ms Peden say new?dim Sam Apse rasY Waa by Ambits w Ss Isar sow
e water asks ailasars & 9Ol epialioa orlosoni,r de ou way It SW!b0 antis
yea Sven?& dtaodas
.
o miaow,de Mho r la Aor a+d ism eves alas t i lane r tia w'
inulid es Idsd..at 20_,
Canoe 14S100100a110100011121100114a Celyars Dar Csersrraow
ifdat iP► Yi stag ra A :`it ro i!i Add m/eei
A/drYC.ae
4M Ne�� flit la Ns ai
410Ilars 10'aides laalpragbdea,bat saleatalsen swan elsBo nedPrPsq
SSW pt iliadW A sld aiaa• M adOYlsIal sal 04n• ot die Lrwrd lain le
saatdasaa ees dot..ar,roadlden,r!I lammed a s e[WI sass sad my ussira de.e.a
isab•Arglbw so Slab in Saia8d,'mut addb*I*14 2.
WaW Yore lnt Weal Nadeeal Asseoides
Vii nAprl
Caryara ITS al llawew asks
MAC C13014124
1140 Ds ylwt *00274
Pins P03$04247 PAX 00)7)16U1ii40
ais 30 August 2002
Ae suriti. t;vc5'nn_ 11d.t {Lived P1nnbaap, cer
PMEC/Calpine/Dust Escrow
•
pEP d6 2002 3: 44PM HP LASERJET 3200 p. 15
SCHEDULE A
TO
ESCROW AGREEMENT #
dated August _, 2002
by and between
Wells Fargo Bank West, National Association,
Rocky Mountain Energy Center, LLC,
and the Board of County Commissioners of Weld County, Colorado
The Escrowed Property shall consist of:
1. Cash or other good funds in the amount of$77,500.00 to be deposited with the
Escrow Agent by RMEC no later than August 30, 2002.
2. Cash or other good funds in the amount of$77,500.00 to be deposited with the
Escrow Agent by RMEC no later than August 15, 2003.
SEP 06 2002 3: 44PM HP LASERJET 3200 p. 16
SCHEDULE B
TO
ESCROW AGREEMENT #
dated August _, 2002
by and between
Wells Fargo Bank West, National Association,
Rocky Mountain Energy Center, LLC,
and the Board of County Commissioners of Weld County, Colorado
The Escrow Agent is instructed to disburse the Escrowed Property as follows:
1. Upon receipt of a Disbursement Certificate in the form of Exhibit 1 hereto,
executed by an authorized representative of the Board of County Commissioners of
Weld County, Colorado ("Board"), disburse the Invoice Amount, as set forth in such
Certificate, to the Board via wire transfer to:
Wells Fargo Bank West, National Association
Weld County Treasury Collections Clearing Account
Account # 4428004375
ABA # 102000076
2. Upon receipt of a Disbursement Certificate in the form of Exhibit 2 hereto,
executed by an authorized representative of the Board, disburse the balance of the
Escrowed Property, including any interest earned thereon, to Rocky Mountain Energy
Center, LLC via bank check mailed to:
Rocky Mountain Energy Center, LLC
% Calpine Corporation
P.O. Box 11749
Pleasanton, California 94588-1749
Attn: Asset Optimization
3. On the first business day of December, March, June and September, disburse the
amount of all interest accrued and unpaid on the Escrowed Property to Rocky Mountain
Energy Center, LLC via bank check mailed to the address set forth in paragraph 2,
above.
pEP 06 2002 3: 44PM HP LASERJET 3200 p. 17
EXHIBIT 1
DISBURSEMENT CERTIFICATE
Wells Fargo Bank West, N.A.
Escrow Agent
Corporate Trust and Escrow Services
MAC C7301-024
1740 Broadway
Denver, Colorado 80247
RE: Escrow Agreement # dated August _, 2002
The Board of County Commissioners of Weld County, Colorado ("Board"),
acting by and through their authorized representative as identified below, hereby
certifies to Wells Fargo Bank West, N.A. ("Escrow Agent") and to Rocky Mountain
Energy Center, LLC ("RMEC"), as follows:
1. Attached hereto are true and correct copies of invoices dated on or prior to
, 200_ ("Invoices") evidencing costs and expenses incurred by the Board in
connection with the performance of its obligations in connection with the grading of,
and the application of topical dust suppressant to, that portion of Weld County Road 51
which is south of the Interstate 76 frontage road and north of Colorado Highway 52 as
set forth in that certain agreement entitled "County of Weld, State of Colorado Road
Maintenance Agreement" between the Board and RMEC dated August 13, 2002
("Agreement"). -
2. The amount owed to the Board on account of such Invoices is
$ ("Invoice Amount"), and the Board is entitled, pursuant to the terms of
the Agreement, to have such amount disbursed to it by the Escrow Agent from the
Escrowed Property.
3. The Board requests the.Escrow Agent to disburse to it from the Escrowed
Property an amount equal to the Invoice Amount in the form of a wire transfer to: Wells
Fargo Bank West, National Association, Weld County Treasury Collections Clearing
Account, Account # 4428004375, ABA # 102000076.
Dated: , 200_
Board of County Commissioners
Weld County, Colorado
By:
Name:
Title:
SEP 06 2002 3: 44PM HP LASERJET 3200 P. 18
EXHIBIT 2
DISBURSEMENT CERTIFICATE
Wells Fargo Bank West, NA.
Escrow Agent
Corporate Trust and Escrow Services
MAC C7301-024
1740 Broadway
Denver, Colorado 80247
RE: Escrow Agreement # dated August_, 2002
The Board of County Commissioners of Weld County, Colorado ("Board"),
acting by and through their authorized representative as identified below, hereby
certifies to Wells Fargo Bank West, N.A. ("Escrow Agent") and to Rocky Mountain
Energy Center, LLC ("RMEC"), as follows:
1. The Board has received notice from RMEC of the completion of the
construction of the electric power generating facility described in RMEC's application
with the Board for a Site Specific Development Plan and Use by Special Review Permit
#1339, and the Board has received a final disbursement from the Escrowed Property
reimbursing the Board for its final request for reimbursement for its costs and expenses
incurred in the performance of its obligations in connection with the grading of, and the
application of topical dust suppressant to, that portion of Weld County Road 51 which
is south of the Interstate 76 frontage road and north of Colorado Highway 52 as set
forth in that certain agreement entitled "County of Weld, State of Colorado Road
Maintenance Agreement" between the Board and RMEC dated August 13, 2002
("Agreement").
2. Pursuant to the terms of the Agreement, any remaining balance of the
Escrowed Property following such final disbursement is to be disbursed to RMEC.
3. The Board requests the Escrow Agent to disburse the entire remaining
balance of the Escrowed Property (including earned interest) to RMEC in accordance
with transfer instructions provided to the Escrow Agent by RMEC.
Dated: , 200_
Board of County Commissioners
Weld County, Colorado
By:
Name:
Title:
HOLLAND & HART LLP
ATTORNEYS AT LAW
DENVER•ASPEN SURE 3200 TELEPHONE(303)295-8000
BOULDER•COLORADO SPRINGS 555 SEVENTEENTH STREET FACSIMILE(303)295-8261
DENVER TECH CENTER DENVER,COLORADO 80202-3979 www.hollandhort.wm
BILLINGS•BOISE MAILING ADDRESS Elizabeth A. Mitchell
CHEYENNE•JACKSON HOLE P.O.BOX 8749 (303) 295-8257
SALT LAKE CITY•SANTA FE DENVER,COLORADO 80201-8749 emitchell@hollandhart corn
WASHINGTON,D.C. August 14, 2002
VIA OVERNIGHT DELIVERY
Lee D. Morrison Esq. AUG 1 5 2002
Weld County Attorney's Office - -
915 10th Street WELD COUNTY
Greeley, CO 80632 ATTORNEY'S OFFICE
Re: Rocky Mountain Energy Center, LLC - Use by Special
Review Permit No. 1339
Dear Lee:
I enclose for approval and execution by Weld County three sets of the
following Agreements:
1. Agreement.regarding Weld County Road 51/Burlington Northern
& Santa Fe Railway Grade Crossing;
2. County of Weld, State of Colorado Road Maintenance Agreement
(Weld County Road 51, north of U.S. Highway 34);
3. County of Weld, State of Colorado Road Maintenance Agreement
(Weld County Road 51, south of I-76 frontage road and north of
Colorado Highway 52; and
4. Improvements Agreement (Public Road Improvements).
Once the Agreements have been approved and executed by Weld County,
I would appreciate it if you would return two sets of the executed Agreements
to me. Thank you for your assistance in negotiating and finalizing these
Agreements during the past few months.
Sincerr�eQly�,• ,{ 1�
Eliz Beth A. Mitchel^
fo olland & Hart LLP
EAM:jj
j
Enclosures
cc: David D. Perkins (w/enclosures)
2975734_1.DOC
2002-2287
PLI5802
Hello