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LAN
DFILL AGREEMENT
(Colorado Landfill , Inc. - Pratt)
THIS AGREEMENT is made and entered into this / L`
day ofitei(t.c,(AtCy, c/ , 1982 , by and between COLORADO LANDFILL,
INC. , 'a Colorado corporation (hereinafter called "CLI" ) , and
KENNETH E. PRATT and KAREN K. LANDERS (hereinafter collectively
called "Pratt") .
RECITALS :
A. CLI owns the East Half of the Northwest Quarter
(E1/2NWa) and the West Half of the Northeast Quarter (W1/2NEa) of -,
Section Twenty-Nine ( 29) , Township One (1) North, Range Sixty-
eight (68) West of the 6th P .M. , Weld County, Colorado (herein-
after called CLI Landfill) , which is designated and approved
as a sanitary landfill site by c:pplicabie governmental agencies .
B. Pratt owns lands surrounding the CLI Landfill in
Section Twenty-Nine (29) , Township One (1) North, Range Sixty-
eight (68) West of the 6th P .M. , Weld County , Colorado , a portion
of which lands located in the North Half of the East Half of the
Northeast Quarter (N15E1/2NE1/4) of said Section Twenty-Nine ( 29)
has heretofore been used as a sanitary landfill by Weld Landfill ,
Inc. and its predecessors in the landfill business in Weld
County , Colorado . The old landfill is hereinafter called the
"Pratt Landfill" .
C. State and County governmental agencies which regulate
sanitary landfill operations in Colorado have requested that
the Pratt Landfill be closed to specifications of the Colorado
Department of Health. CLI has agreed to cause the Pratt Landfill
to be closed to such specifications under the terms and conditions
set forth in this Agreement and Pratt has agreed to allow the
Pratt Landfill to be closed by CLI upon the terms and conditions
herein set forth.
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NOW, THEREFORE , in consideration of the mutual covenants ,
promises and agreements herein contained , the parties agree as
follows :
1 . Incorporation of Recitals. The foregoing recitals
are incorporated in the body hereof as if set forth at length.
2 . Consent to Enter Pratt Land. Upon satisfaction of
all of the conditions precedent set forth in paragraph 4 , CLI
is authorized to enter upon lands owned by Pratt in Section
Twenty-Nine (29) for the purposes of closing the Pratt Landfill .
Closure shall be done in conformance with the requirements of
paragraph 3 hereof.
3 . Closure Specifications .
(a) Closure of the Pratt Landfill shall be done by
CLI in accordance with all applicable State and County speci-
fications now existing.
(b) The actual closure plan is described in
Specifications from Nelson Engineers , a copy of which is attached
hereto as Exhibit "A" and is incorporated hereby by reference.
(c) Pratt agrees that all dirt used by CLI to meet
County and State specification's and to implement the closure
plan (Exhibit "A") will be furnished by Pratt to CLI free of
charge, but Pratt shall have no obligation to move any cover
material or to incur any expense in connection with the same .
Such cover material will be made available to CLI on lands , , •f
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immediately adjacent to the Pratt Landfill. • . 0"`:' '(, ( ' '°— ' '�'( "v
(d) Closure procedures on the Pratt Landfill shall
commence as soon as all of the conditions precedent specified in
paragraph 4 have been satisfied. CLI shall use its best efforts
to pursue completion of the closure plan as rapidly as possible,
giving preference to filling and covering on that site over _lands
owned by CLI; but, some -'imultaneous filling may be required in
order to meet closure g ding requirements on the Pratt Landfill
pursuant to the closure specifications (Exhibit "A") .
4 . Conditions Precedent. Prior to initiation of closure
operations on the Pratt Land L.i.l 1. , CLI must be satisfied that
the following conditions precedent have been satisfied:
(a) The State of Colorado and Weld County must
approve the closure plan for the Pratt Landfill to CLI ' s satis-
faction.
(b) CLI must obtain approval of the Board of County
Commissioners of Weld County, colorado , for transfer of the lands
described in paragraph 5 under the County Subdivision Exemption
Regulations .
(c) CLI must obtain consent from its mortgage lender
to conveyance of the lands described in paragraph 5 .
In the event CLI is not satisfied that it has the
necessary approval or permits from the State of Colorado or County
of Weld to enter upon the Pratt Landfill site and complete the
closure plan, CLI shall be relieved from any obligations hereunder.
CLI shall pursue obtaining such approvals immediately upon execution
hereof by all parties . In the event CLI is unsuccessful in ob,l:ain-
ing Subdivision Exemption or mortgage holder consent for conveyance
to Pratt of the lands describedsin paragraph 5 , Pratt may waive the
requirement for such conveyance (in which event CLI shall proceed
with the closure plans if Condition (a) above is satisfied , or
Pratt shall have the right to terminate this Agreement.
5 . Consideration to Pratt. In consideration of Pratt's
allowing CLI to pursue the closure plan, Pratt shall be compensated
by reclamation of the Pratt Landfill site. Additionally, upon
satisfaction of the conditions precedent provided in paragraph 4
above, CLI shall convey and transfer to Pratt the two parcels of
land which are described as Tract A and Tract B on Exhibits "B"
and "C" which are attached hereto and incorporated herein.
6 . Duty to Pursue. Upon execution hereof, CLI shall make
application for Subdivision Exemption authority from Weld County,
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/ Colorado. The cost of applying for such Exemption shall be
the expense of CLI , and if the same is approved, CLI shall
cause the two tracts to be transferred to Pratt by deed. Such
deed shall contain covenants by which the grantee , for itself
and its ' successors and assign . , shall covenant not to use such
parcels in any manner which w11 interfere with the sanitary
landfill operations of CLI on contiguous lands , and by which
the grantee shall agree for i i self and its successors and d,; ;.qns
to release and waive any claim it may now, or in the future,
have against CLI for landfi. I I operations conducted on the
adjacent lands of CLI , so lo,! as such operations are conducted
in accordance with applicable governmental regulations .
No other rental or royalty payments shall be paid by
CLI to Pratt for use of the Pratt Landfill site in the closure
process.
7. Release of Liability. Upon completion of closure of
the Pratt Landfill according Lo the closure plan (Exhibit "A") ,
Weld County, CLI , Weld Landfill , Inc. , and its predecessors
shall be fully and absolutely released of and from any liability
to Pratt arising out of operations of a sanitary landfill upon
the Pratt Landfill site prior to the date of final closure.
Certification by Nelson Engineers (or other licensed engineering
firm selected by CLI) that Lhe Pratt Landfill has been closed in
accordance with Exhibit "A" shall be conclusive proof that the
Landfill has been properly closed.
If at any time closure operations are stopped by any
governmental authority, Court, or other cause beyond the control
of CLI , CLI shall have the right to temporarily cease operations ;
or, if the cause of the stoppage appears to be permanent, CLI
shall have the right to permanently abandon closure operations ,
in which event CLI shall be released from any further obligations
hereunder.
8. Cooperation of P,1r_ ties . The parties hereto agree to
cooperate to the extent requi_red in executing any and all docu-
ments or taking any other actions which may be reasonably required
in order to carry out the iiiic'nt of thin Agreement.
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9 . Quiet Possession. At such time as CLI is
authorized hereby to enter upon the Pratt Landfill site to
conduct its closure operations , CLI shall quietly and
peaceably enjoy possession o_: the premises; and, upon
completion of the closure process or earlier termination
hereof, CLI shall have the right to remove its improvements
and fixtures.
10 . Payment of Taxes. CLI shall have no obligation
to pay any real property taxes on the Pratt Landfill site ,
which taxes shall be paid by Pratt.
11. Insurance. During such periods of time as CLI
shall be in possession of the Pratt Landfill site , it shall
cause Pratt to be named as an insured on CLI ' s' general liability
insurance covering operations at the site.
12. Protection of Tank Batteries. CLI has previously
constructed a fence between the Pratt Landfill and some tank
batteries which is acceptable to Pratt. CLI , while conducting
closure operations , shall take reasonable precautions to
prevent trash from interfer:i nq with the Tank batteries .
13 . Binding Effect. ' This Agreement shall be binding
upon and inure to the benefit of the parties hereto, their
heirs, personal representatives , successors and assigns.
IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be executed thy: clay and year first above written..
COLORADO LANDFILL, INC. , a
Colorado corporation
enTli eta E. Pratt
Kar n K. 7,-'nders
ATTORNEY IN FACT
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