HomeMy WebLinkAbout20022286.tiff RESOLUTION
RE: APPROVE ROAD MAINTENANCE AGREEMENT FOR WELD COUNTY ROAD 51
NORTH OF U.S. HIGHWAY 34 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 North of U.S. Highway 34 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 North
of U.S. Highway 34 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: fat, / t' `;. E 11.,��
�r Glen d, Chair
Weld County Clerk to th ?R 1
r. Fit / David . o , ro-Tem
Deputy Clerk to the Bo'%(NN \.y`l 7- _d
`MA�J`�,Geeille/_�� l
PPR �fM
iam H. Je,, n
County A orney Aul 11 _
/� Robert D. Masden
Date of signature:
Pte, Ii, 441 2002-2286
(14,, P1582
346
COUNTY OF WELD, STATE OF COLORADO
ROAD MAINTENANCE AGREEMENT
n THIS AGREEMENT ("Agreement") is made and entered into this _ /3 day of
[ILA 5 us-4- , 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, as a condition of the Special Review Permit, RMEC agreed to
undertake surface dust control activities on a portion of Weld County Road 51 from
U.S. Highway 34 north to the wellfield site (the "Wellfield Site") located at Section 7,
Township 5 North, Range 64 West of the 6th P.M., Weld County, Colorado (the portion
so described is referred to as the "Road") in accordance with that certain memorandum
dated November 5, 2001, from the Weld County Department of Public Works to Monica
Mika, Director of Planning Services (the "Memorandum").
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 wells at the Wellfield Site (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 on one occasion during the Construction
Phase.
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Road Maintenance and Improvements Agreement
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3. Dust Suppression and Grading Payments: RMEC shall make one payment
to Weld County for the grading of and the application of topical dust
suppressant to the Road during the Construction Phase in accordance with
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 the payment ("Dust Suppression and Grading
Payment") according to the schedule and amount set forth in
Exhibit "A," which is attached hereto and incorporated herein by
reference. The Dust Suppression and Grading Payment made to
Weld County by RMEC shall not exceed $10,500.
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 Dust Suppression and Grading Payment, 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 Payment within thirty (30) days of the completion of the
Construction Phase.
5. Dust Suppression and Grading Guarantee: The Dust Suppression and
Grading Payment made to Weld County shall be in United States currency
in an amount equal to and at the time specified in Exhibit "A". Such
payment 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 not included in
this Agreement.
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Road Maintenance and Improvements Agreement
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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
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Road Maintenance and Improvements Agreement
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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]
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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:
ears
Name:
Title: Robert L.Lemkm
Vice President
ATTEST:Leti0 BOARD OF COUNTY
Lam COMMISSIONERS WELD COUNTY,
Weld County Clerk to, e �ar� ,j COLORADO
. r1861
BY: dine .• 1�'.1, r S+l � By: /jai
Deputy County Cl Ids `1; ' y `�> Glenn Vaad,-C14ttf 08/21/2002)
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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
$10,500* 30 days prior to commencement of
Construction Phase
*Includes administrative expenses
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
By: Ai
Glenn Vaad, Chair (U /21/2002)
2931864_5.DOC
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HOLLAND & HART LLr
ATTORNEYS AT LAW
DENVER•ASPEN SUITE 3200 TELEPHONE(303)295-8000
BOULDER•COLORADO SPRINGS 555 SEVENTEENTH STREET FACSIMILE(303)295-8261
DENVER TECH CENTER DENVER,COLORADO 80202-3979 vnvw.hollandlmrt.com
BIWNGS•BOISE MAIUNG ADDRESS Elizabeth A. Mitchell
CHEYENNE•JACKSON HOLE P.O.BOX 8749 (303) 295-8257
SALT LACE CITY•SANTA FE DENVER,COLORADO 80201-8749 emitchell@hollandhart.com
WASHINGTON,ac. August 14, 2002
IEEMOVIE
VIA OVERNIGHT DELIVERY
Lee D. Morrison Esq. AUG 1 5 2002 JO
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.
Sincerely,
q
Eliz- bet h A. Mithe11 'k (1
fo olland & Hart LLP
EAM:jj
Enclosures
cc: David D. Perkins (w/enclosures)
2975734_1.DOC
2002-2286
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