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Home My WebLink About850536.tiff RESOLUTION RE: AMENDMENT OF LOAN AGREEMENT BETWEEN WELD COUNTY, COLORADO AND COLORADO LANDFILL, INC. DATED AS OF MARCH 1, 1980. WHEREAS, the Board of County Commissioners (the "Board") of Weld County, Colorado (the "County") , pursuant to Colorado statutes and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado; and WHEREAS, by Ordinance No. 67 finally passed and adopted on 28 January 1980 the County entered into a Loan Agreement dated as of March 1, 1980 between the County and Colorado Landfill, Inc. (the "Corporation") ; and WHEREAS, the County issued its Industrial Development Revenue Bonds (Colorado Landfill, Inc. Project) Series 1980, dated as of March 1, 1980 in the principal amount of $1,300, 000 (the "Bonds") pursuant to a Trust Indenture, dated as of March 1, 1980 (the "Indenture") between the County and United Bank of Fort Collins, N.A. (the "Trustee") ; and WHEREAS, the Corporation has experienced severe financial difficulties and has reorganized its structure and has requested an amendment to the Loan Agreement as set forth below; and WHEREAS, the County has considered Colorado Landfill's proposal and wishes to proceed with the amendment; and WHEREAS, the action herein contemplated is not prohibited by the County' s Home Rule Charter or the statutes of the State of Colorado; NOW THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that pursuant to Section 14. 08 of the Loan Agreement providing for amendments to the Loan Agreement with the prior written consent of the Guarantor (as defined therein) , the Board of County Commissioners hereby authorizes, subject to the approval of the Guarantor, the amendment of Section 11. 01 of the Loan Agreement as follows: "Section 11.01. Assignment by Borrower. This Agreement may be assigned by Borrower with the prior written consent of the Guarantor, but without the consent of either Issuer's Representative or Trustee, subject to the satisfaction of the following conditions: 850536 -1- // (a) If approved by the Guarantor, the assignment shall relieve Borrower from primary liability and the performance of the covenants and agreements set forth in this Agreement, and the Security Documents and related documents. (b) An assignee shall assume in writing the obligations of Borrower hereunder and Borrower shall, within thirty (30) days after the deliver thereof, furnish or cause to be furnished to Issuer and Trustee a true and complete copy of each assumption and assignment." All other provisions of the Loan Agreement remain in full force and effect, unchanged by this Resolution. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the qvh day of December, A.D. , 1985. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO }AKA ATTEST: 4 1/ Weld County Clerk and Recorder and Clerk to the Board ep ty County Cle APPROVE AS TO FORM: County Attorney -2- AMENDMENT TO LOAN AGREEMENT BETWEEN WELD COUNTY, COLORADO AND COLORADO LANDFILL, INC. DATED AS OF MARCH 1, 1980 AND AMENDED AS OF DECEMBER 9 , 1985 AMENDMENT TO LOAN AGREEMENT THIS AMENDMENT made and entered into as of the 9th day of December, 1985 (the "Amendment") by and between Weld County, Colorado (the "County") and Colorado Landfill, Inc. (the "Corporation") amends the Loan Agreement as of March 1, 1980 (the "Loan Agreement") concerning $1, 300, 000 Industrial Development Revenue Bonds (Colorado Landfill, Inc. Project) dated March 1, 1980 (the "Bonds") . All words and phrases defined in Article 1 of the Loan Agreement shall have the same meaning assigned to them in the Loan Agreement when used herein. WHEREAS, Section 14. 08 of the Loan Agreement provides for amendments to be effected with the prior written consent of the Guarantor. WHEREAS, the Board of County Commissioners of Weld County, Colorado has approved the amendment set forth below by its Resolution passed and adopted on December _, 1985. NOW THEREFORE, the Loan Agreement is hereby amended as follows: Section 1. Section 11.01 is amended as follows: "Section 11.01. Assignment by Borrower. This Agreement may be assigned by Borrower with the prior written consent of the Guarantor, but without the consent of either Issuer's Representative or Trustee, subject to the satisfaction of the following conditions: (a) If approved by the Guarantor, the assignment shall relieve Borrower from primary liability and the performance of the covenants and agreements set forth in this Agreement, and the Security Documents and related documents. (b) An assignee shall assume in writing the obligations of Borrower hereunder and Borrower shall, within thirty (30) days after the deliver thereof, furnish or cause to be furnished to Issuer and Trustee a true and complete copy of each assumption and assignment." Section 2. All other provisions of the Loan Agreement remain in full force and effect, unchanged by this Amendment. IN WITNESS WHEREOF, Weld County Colorado has caused this Amendment to be executed in its name and on its behalf by its Chairman of the Board of County Commissioners, countersigned by the County Treasurer, attested by the County Clerk and Recorder -1- and approved as to form by the County Attorney; the Corporation has caused this Amendment to be executed in its name by its duly authorized officers, all as of this 9 /"‘ day of December, 1985. WELD COUNTY, COLORADO (S E A L) ciA, 1C ��`�1 zkiz �w By: At(/ff 'Chairman • Board of County Commissioners ATTEST a1 c -%WcT Count Clerk and Re order 1 � APPROVED: COUNTERSIGNED: O BV. c_�2l�r C unty Attorney for County Treasurer Weld County COLORADO LANDFILL, INC. (S E A L) By: Title: ATTEST: By: Title: -2- December 4, 1985 Mr. R. C. Tallon, Director Pollution Control Financing Division U. S. Small Business Administration 4040 North Fairfax Drive, Room 500 Arlington, VA 22203 Dear Mr. Tallon, The following background information and detailed summary of our request for your consent to modifications of the Colorado Landfill , Inc. Project and Industrial Development Bonds should prove useful in your condsi,eration of such request. To enable you to gain a knowledge and develop an accurate understanding of the project, following is a brief chronology of its origination and development: March 1979 Colorado Landfill , Inc. (CLI) incorporated by its principals, C. Lynn and Lela J. Keirnes and their son, C. Bradley Keirnes. June CLI acquired landfill operations of Weld Landfill , Inc. September CLI purchased option on Erie property as prospective landfill site. March 1980 SBA guaranteed I .D.B. 's issued by Weld County, Colorado on behalf of Colorado Landfill , Inc. Erie site purchase option exercised. September 1980 Erie property permitted by State and County governments - site is activated. September 1980 Erie site operating and developing into major regional -December 1982 disposal facility due to its close proximity to Denver- Metro Area. Spring 1983 Lynn negotiates with major international waste services corporations for sale of CLI ; however, it is concluded that CLI be sold to sons, C. Bradley and Byron L. Keirnes. August 1983 Sale of CLI to sons consumated, retiring shareholder's stock redeemed by corporation for promissory notes. September 1980 -December 1984 Erie develops into one of 4 major disposal sites serving Denver-Metro Area; immense capital expenditures demanded by high volume of business. June 1984 CLI redeems C. Bradley Keirnes ' stock. December 1984 Competing landfill site, employing very agressive pricing strategies, is opened immediately adjacent to Erie site; CLI Erie site loses 80% of revenue to competing site. December 1984 -October 1985 CLI incurs severe operating losses due to inablility to adapt its scale of operation to new level of volume created by competitor's marketing strategies. September 19, Union Colony Bank begins foreclosure proceeding against CLI . 1985 September- Buyers sought for CLI 's Erie site and related equipment November 1985 as site has become an excessive economic drain for CLI and threatens economic viability of total project. November 1985 Byron L. Keirnes surrenders ownership to Union Colony Bank in lieu of their foreclosure. Western Disposal , Inc. of Boulder, Colorado signs letter of intent to purchase CLI 's Erie site. Western Disposal , a family-owned small business, has the financial capability and waste volumes deliv- erable to the site, to make the acquisition economically feasible and mutually beneficial . November 1985 C. Lynn and Lela J. Keirnes form Waste Services, Inc. and sign letter of intent to purchase balance of CLI project (Greeley site) and assume I .D.B. 's of which they were the originators and are continuing personal guarantors. December 3, Union Colony Bank, as owner of CLI , sells CLI 's stock to Western Disposal , Inc. CLI then sells Greeley portion of project and assigns I .D.B. 's to Waste Services, Inc. This brings us to the present, at which time we have determined, upon our review of the industrial development bond documents, that the guarantor's consent to this transaction is required. Specifically, Colorado Landfill , Inc. requests your consent to the release of the Erie real estate from the mortgage and to the sale of CLI and the Erie portion of the project which have been sold to Western Disposal , Inc. In accordance with the terms and conditions of such sale it is intended that neither the Erie real estate nor CLI will have any remaining liability or obligation with respect to the I .D.B. 's. Therefore it is requested that Colorado Landfill , Inc. be descharged as the named obligor under the agreements by amendments to be made thereto. In addition to the above mentioned transaction, the balance of CLI 's project assets, namely the Greeley Landfill site and related operating assets, have been reacquired bythe Keirnes ' through their newly formed corporation, Waste Services, Inc. As consideration for acquisition of these assets it has assumed the liabil- ity of the I .D.B's , therefore it is requested that it be accepted as the substi - tute obligor on the I .D.B. 's in the place of CLI . Waste Services , Inc. will substitute certain landfill operating assets as collateral in the place of the Erie real estate. Such substitute collateral is of a sufficient amount (Exhibits A & B) and qualifies as acceptable in accor- dance with the loan and mortgage and security agreements. The net result of these transactions is a return to the original situation which existed at the time the bonds were issued with your guarantee. At that time, the financial feasibility of the project rested upon the Greeley landfill operations under the direction and management of the Keirnes ' . Since then, these operations have proven their stability and economic viability. It is certain that these conditions will continue to exist and therefore can be projected into the future. (See Waste Services cash flow projections.) The management, namely the Keirnes' , who orginated the project and who are returning to resume its ownership and control , have proven themselves capable and competent. They will continue to employ the same sound business management principles and methods that originated and developed the project, in their present and future management of Waste Services, Inc. Enclosed are numerous documents providing information concerning the project, its financial history; and Waste Services, Inc. and its present and future economic viability by its acquisition of the project and assumption of the bonds. Your immediate attention to the consideration of this request is needed and will be greatly appreciated. Respectfully submitted, Colorado Landfill , Inc. KLV6741.1-7 Dan Souder, President Waste Services, Inc. &id.virni/ %I/fried C. Lynn Keirnes, President EXHIBIT A LEGAL DESCRIPTION OF REAL ESTATE The E' of the NWa and the w1 of the NEa of Section 29, Township 1 North , Range 68 West of the 6th P.M. , in Weld County, Colorado Collateralized Value at Original Cost Per Documentation Held by Trustee $258 ,000 . 00 EXHIBIT B Item No. Equipment S/N Value 1. D84 Dozer 46A23571 $40 , 000. 00 2 . Case 1450 Dozer 8379608 $20 , 000 .00 3. IHC442 Scraper 588 $35, 000 . 00 4 . Galion Motor Grader CC02586 $ 7, 500 . 00 Sub-total Per Appraisal $107, 000 . 00 5. Rex 3-55 Compactor HNR115 $80 ,000.00 6 . Rex 3-50 Compactor HTR419 $30 , 000.00 Sub-total Per Appraisal $110 ,000 . 00 Land Improvements - Greeley Site Greeley Site Entrance $14 ,500. 00 Ground water Monitoring Wells $17 , 275. 00 Greeley On-Site Maintenance Building $31, 722 . 00 Sub-total Per Invoices $ 63 , 497 .00 TOTAL VALUE OF SUBSTITUTE COLLATERAL $280 ,497. 00 LAFP STOWE or HERSKOVITS PROFESSIONAL CORPORATION ATTORNEYS AT LAW ERICK D. STOWE THE CHANCERY, SUITE 1000 IN ASSOCIATION WITH LICENSED IN COLORADO if wvoMINO 1120 LINCOLN STREET LAW OFFICES OP DAVID P. HERSKOVITS TIMOTHY J. SABO, P. C. LICENSED IN COLORADO G ARIZONA DENVER, COLORADO 80203-2112 LOS ANGELES.CALIFORNIA TELEPHONE(303)830-2800 (818) 704-0197 ALAN D. LAPP LICENSED IN COLORADO TELECOPIER 830-8233 STEPHEN R. DEMINO LICENSED IN COLORADO S MARYLAND December 4, 1985 HAND DELIVERED Mr . Brad Keirnes Colorado Landfill Inc . Re : $1, 300; 000 Weld County, Colorado Industrial Development Revenue Bonds (Colorado Landfill Inc . Project) Series 1980 Dear Brad: • This letter is in response to our meeting of November 25, 1985 concerning the financial situation of Colorado Landfill and the proposed "workout" with respect to the Bonds described above . It is my understanding that Western Disposal has purchased the outstanding shares of Colorado Landfill to obtain the Erie Site and has transferred the Greeley Site to Waste Services Inc. (the new Keirnes family corporation) and assigned the rights and interests of Colorado Landfill under the Loan Agreement dated as of March 1, 1980 between Colorado Landfill and Weld County (the "Loan Agreement" ) to Waste Services Inc . , subject to receiving written approval of United States of America, Small Business Administration (the "Guarantor" ) . Section 11. 01 of the Loan Agreement provides that an assignment of the Loan Agreement must be approved in writing by the Guarantor and such assignment does not relieve Colorado Landfill from primary liability under the Loan Agreement. Western Disposal desires to effect the assignment and completely relieve itself of the liabilities under the Loan Agreement. As we discussed, Section 14 . 08 of the Loan Agreement provides that it may he amended by a written instrument signed by the party to be charged with such amendment and such amendment may be effected only with the prior written consent of the Guarantor . It is our position that the Loan Agreement at Section 11. 01 may be amended to completely relieve Colorado Landfill and, therefore, Western Disposal of the liabilities under the Loan Agreement if the Guarantor so approves . LAFF STOWE & HERSKOVITS $1, 300, 000 Weld County, Colorado Industrial Development Revenue Bonds (Colorado Landfill Inc . Project ) Series 1980 Page 2 You also asked if the Guarantor needs to approve the transfer of Project property under the Loan Agreement or the Mortgage . Section 3 . 04 of the Loan Agreement provides for removal and release of parcels of Project Site or Project Equipment . That particular Section provides that Colorado Landfill may remove and substitute parcels of the Project Site or items of the Project Equipment that it deems to be inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary for the operation of the Project by simply filing a certificate with the Trustee as to the facts . Subsection (2 ) of Section 3 . 04 provides that certain monies may be deposited with the Trustee if a substitution is not to be accomplished. Either of these alternatives can be accomplished without the approval of the Guarantor. Of course, if the transfer involves all or substantially all of the assets of Colorado Landfill, then the approval of the Guarantor is required by Section 9. 06 of the Loan Agreement. I hope the above information is sufficient for your current needs . If I may answer any further questions please write or call . . Very trul , our , ,rick D. Stowe EDS/jc BANOWETZ, LIGGETT & MOORE ATTORNEYS AND COUNSELORS AT LAW 315 CANYON AVENUE FORT COLLINS.COLORADO 80521-2695 LEONARD "YANK" BANOWETZ (303)482-6402 MICHAEL D. LIGGETT THOMAS H. MOORE December 13 , 1985 -:-. 0 EC 1 81985 i EXPRESS MAIL 0\____ Mr. Robert C. Tallon, Acting Chief Pollution Control Financing Guarantees Office of Special Guarantees U. S. Small Business Administration Washington, D.C. 20416 Dear Mr. Tallon: IN RE Industrial Development Bond Colorado Landfill, Inc . Project , Series 1980 , Weld County, Colorado I represent United Bank of Fort Collins , N.A. , Trustee of the above-mentioned bond issue and am authorized to write on their behalf. I am enclosing a series of documents which are set forth in some detail on Attachment "A" , and which I will refer to from time to time in this letter. Attachment "A" is a synopsis prepared by the "new" Colorado Landfill , and Waste Services , Inc . , the proposed successor. This gives a history of the events which have occurred since 1979 . I will try to summarize this report . The original issue of bonds which was guaranteed by the SBA was issued by Weld County Colorado on behalf of Colorado Landfill , Inc. The individual principals of the corporation and the guarantors of the bonds were C . Lynn Keirnes , Lela J. Keirnes and C. Bradley Keirnes . The original land owned by the corporation and covered by the mortgage is referred to as "Parcel A" . Subsequent to the issuance of the bonds , Colorado Landfill Inc . , purchased the "Erie" site and improvements with part of the bonds proceeds and the interests of the family were sold to a son Myron L. Keirnes . The original guarantors remained on the note and guarantee . Financial reverses required Lynn Keirnes to take steps to take over the management and ownership of Colorado Landfill , Inc . This was proceeding in an orderly manner. Advice of counsel was 12a. z 4- Odmr `) bIg5 9 Mr. Robert C. Tallon page two December 13, 1985 sought and meetings were held with the trustee to establish the necessary documentation and approval of the overall plan which included the sale of the "Erie" property and the substitution of collateral . Your office had been contacted and Weld County was kept advised. However, Union Colony Bank was faced with a dilemma brought about by an opinion they received from their accountant on December 4, 1985 , (Attachment B) . This resulted in a technical violation of the underlying agreement . Byron Keirnes , the then owner of Colorado Landfill had secured an obligation with his stock. He had surrendered the stock to the bank and the bank suddenly was forced to sell the stock to avoid consolidating Colorado Landfill , Inc. with its own financial statement. Western Disposal , Inc . of Boulder, Colorado, had been negotiating for the purchase of the "Erie" site. In the ensuing negotiations , Western Disposal , Inc . , purchased the stock and simultaneously agreed to convey the original site "A" to Keirnes (now incorporated as Waste Services , Inc. ) together with Eaton leases and equipment and Waste Services , Inc . agreed to assume the IDB indebtedness . What we actually have is the original sites with new and improved equipment owned by the same people who originally owned Colorado Landfill , Inc . , and who are the guarantors of the bonds . The only real change is the name . Appraisals of the "Erie" land are attached as "Exhibit C" and the equipment appraisals which are shown in Exhibit "D" substantiate the value of the substitution. Projected financial statements of Waste Services , Inc . as well as the personal statements of the Keirnes and financial statements for Keirnes Corporation are attached as Exhibit "E" . They appear to strongly support the viability of the project . The bank feels that if the restructering had not been complicated by the need of the bank to sell the Colorado Landfill , Inc . , stock on such short notice, the objective of selling the "Erie" land and substitution of collateral would have been a simple matter to review and approve. However, the sale of the stock, the new name, the transfers of land, etc. , to a new name complicates the matter on the surface but the end result is the same. The bank as trustee feels that it can recommend the restructuring as set forth above . This has been a vey profitable operation in the past and it is our opinion that with the return of Lynn Keirnes , it should return to this degree of profitability in the future . Mr. Robert C. Tallon page three December 13, 1985 All payments required under the indenture are current . However, as you see , time is of the essence . We would appreciate your approval of this matter. Yo s very truly 7 ve ard'F. � llf Enclosures pc: Phyllis Hancock, UBFC C. Lynn Keirnes Weld County Commissioners Erick D. Stowe, Esq. ATTACHMENTS A. Letter to Mr. Tallon, SBA, dated December 4, 1985 , from Colorado Landfill , Inc . and Waste Services , Inc. B. Letter from Shelton, Kinkade & Lamben re bank sale of stock. C. Appraisal of "Erie" site by Laidlaw Waste Systems , Inc . D. Appraisal of equipment by Booth-Rouse Equipment Co. , and associated papers . E. Financial Statements - Keirnes , Keirnes Corporation and projections for Waste Services , Inc . F. Weld County Resolution dated December 9 , 1985 . G. Weld County Amendment to loan agreement dated December 9 , 1985. H. Loan Agreement - Union Colony Bank of Greeley , dated December 3 , 1985; Letter from Union Colony Bank. I . Agreement between Colorado Landfill , Inc . and Waste Services , Inc. dated December 3 , 1985 . J. Letter dated December 4, 1985 , to Colorado Landfill , Inc. , from Erick D. Stowe , Esq. SHELTON, KINKADt AND LAMBDEN ATTORNEYS AT LAW UNION COLONY BANK BUILDING 1701 23RD AVENUE, SUITE A GREELEY,COLORADO 80631 JAMES H.SHELTON JOHN W.KINKADE RONALD J.LAMBDEN (3O3)352-8673 December 4, 1985 C. Lynn Keirnes Waste Services, Inc. 1253 - 49th Avenue Greeley, Colorado 80634 RE: Acquisition and Sale of Keirnes Corporation Dear Lynn: You have requested a letter explaining why Union Colony Bank felt compelled to dispose of the Keirnes Corporation stock in such a short period of time. The Bank recognizes that, because of the time limitations, you were compelled to take certain action prior to the time you could notify Small Business Administration and obtain its approval for the transactions. The Bank's problem was as follows. As you know, Keirnes Corporation was in default on its notes to Union Colony Bank, and Byron Keirnes, the sole stockholder of Keirnes Corporation, was in default on his personal obligations to the Bank. The Bank held Byron Keirnes' stock as security for his loan. The Bank took possession of Byron Keirnes' stock pursuant to its pledge agreement and assignment. Once the Bank did this, the Bank was advised by its C.P.A. that it must dispose of the stock within thirty days. Otherwise, the Bank would be required to include Keirnes Corporation in its consolidated financial statement, and the Bank would become liable for any income taxes attributable to Keirnes Corporation. The pertinent part of the letter is quoted below: "Union Colony Bank files a consolidated income tax return with its bank holding company. Normally if Union Colony Bank acquires more than 80% of the stock of another corporation, the acquired corporation becomes part of the consolidated group and Union Colony Bank would be liable for any taxes of the acquired corporation. There is an income tax election available which may allow Union Colony Bank to exclude Keirnes Corporation from the Union Colony Bank tax return and thereby isolate the tax on the gain to the separate Keirnes Corporation entity. However, this election is only available when the acquired corporation (Keirnes Corporation) is owned for less than thirty days. This presents practical problems to the Bank C. Lynn Keirnes (Ronald J. Lambden) December 4, 1985 Page -2- in disposing of the stock prior to the end of the thirty-day period. We will advise Union Colony Bank not to rely on this thirty-day exception to avoid the tax on the gain." By the time the Bank received the C.P.A. 's opinion, the Bank had acquired the stock, and it was therefore necessary for the Bank to proceed to dispose of it within the thirty-day period. A part of the transaction by which the Bank sold the stock to Western Disposal , Inc. involved the purchase by you (Waste Services, Inc. ) of the Greeley and Eaton sites and the assumption by Waste Services, Inc. , of the industrial revenue bonds secured by the Greeley and Eaton sites and the Erie site and included a provision that the Erie site would be released from the industrial revenue bond lien. It would have been nice to be able to get everything done in the proper order; however, there just was not time. Sincerely, 7 SHELT0N, DE AND'LA ta' 7, Ronald J. Lambden Attorney for Union Colony Bank RJL:skr , °° BOOTH-ROUSE EQUIPMENT CO. -e Re 1/41. CONSTRUCTION MACHINERY AND SUPPLIES PHONE: 288-6625 5700 EUDORA STREET COMMERCE CITY (DENVER), COLORADO 80022 November 22, 1985 Colorado Landfill, Inc. 6037 77th Avenue Greeley, Colorado 80631 Attention: Mr. Lynn Keirns= Dear Lynn; On behalf of Booth-Rouse Equipment Company, as area distributors, and Rexworks , Inc. , as the Trashmaster manufacturer, I am sending you this letter regarding the two machines now owned by Colorado Landfill, Inc. 's estimated valuation. Rex Trashmaster, Model 3-55, Serial No. HNR-115, year of manufacture 1981: November estimate (1985) - $75,000.00 to $80,000.00. Rex Trashmaster, Model 3-50, Serial No. HTR-419, year of manufacture 1973: November (1985) Estimate - $25,000.00 to $30,000.00. These estimates are based on national averages and used machines in dealers ' stock. Very truly yours , BOO H-ROUSE EQUIPMENT COMPANY DP/dh Don Petersen Sales Representative BE BOOTH-ROUSE EQUIPMENT CO. as nd k'` Ro CONSTRUCTION MACHINERY AND SUPPLIES PHONE: 288-6625 5700 EUDORA STREET COMMERCE CITY (DENVER), COLORADO 80022 November 22, 1985 Colorado Landfill, Inc. 6037 77th Avenue Greeley, Colorado 80631 Attention: Mr. Lynn Keirns�. Dear Lynn; On behalf of Booth-Rouse Equipment Company, as area distributors , and Rexworks , Inc„ as the Trashmaster manufacturer, I am sending you this letter regarding the two machines now owned by Colorado Landfill, Inc. 's estimated valuation. Rex Trashmaster, Model 3-55, Serial No. HNR-115, year of manufacture 1981: November estimate (1985) - $75,000.00 to $80,000.00. Rex Trashmaster, Model 3-50, Serial No. HTR-419, year of manufacture 1973: November (1985) estimate - $25,000.00 to $30,000.00. These estimates are based on national averages and used machines in dealers ' stock. Very truly yours , BOOTH—ROUSE EQUIPMENT COMPANY DP/dh Don Petersen Sales Representative B E C 0 Construction Power Co. 5555 Dahlia St..Commerce City,CO 80022 (303)288-2613 November 22, 1985 To Whom It May Concern: This equipment in very good operating condition should have the following values. Construction demand and conditions can make the market value vary greatly. Make S/N Value Caterpillar D8 Tractor/Dozer 46A23571 40,000.00 w/ripper Galion 160B Grader 02586 7,500.00 International Harvester 442 588 35,000.00 Scraper Case 1450 Dozer 20,000.00 Very truly yours , cca K nneth F. Wilhelm P esident KFW/dlr • .\ I I . • • LU I \i F . \ ` I ° 0 \\ } § a. IL I ] / ! �- - . . } g ] - _. . - DJ crt . \ � I II _ \\ } I- II / . \ ) E \ ` a- j _ { . / _ ` . : § i / / ( j \ tn \ \ /I / v••• § \: 2 3 e ~ . N. / - / J /\ 3 ' § - ) -/ § ::' Is- it, o \ \ !a 2 } _� I \ 1O to \ , w 1.- ....J/ / \ ° �a \ U. I' w/ g .0 . , , > l : : i \ } , \ \ \ . 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I ; - 1 1 " wI 11 I 1 I I -;; 1.CII �.; E. <W , .•I k tI I C4 oI I ;al 'ri1 OI Og. /' i I ; • :: } o'4:0 or p a, c: ' €: • o C. I I 1 j�, ; rl j ".f U �' co .±.4 at, I - r r21 >~ +' ,i U 1 y` • C) �-' 1 U _', w1 Pi ri C v d 00 f. rr.- 11�, ,I 21 ti I �'v :" ! KA I`. 1 I J! O u'ia I 1r, I I iI C'I ; '•/ II !� inoo ! O PI CI I I { I >: . 7 _- • ^-- : L' 'I c.:1 I- I -I'I °i I z� p -'I Cl I U �.. fi u —W o I . i'1 f- Cl jL. I 1 1 4-,! l NI ca i - '� do o I O 0. pal rs x c'.., 1 pI 1.*;l a i CO a a I O. UI 1 Oj 0 -c LW o G C,! I ,-i > O. i �= i C C•I m cv, -i ri ti:i C!; o o' dc� o N �� 1 b, c1 p2.9 f-1 U'. ---! (v I r I II IzI �I t '. I IC) I (:. I . �I { i i.t I • '—'1 c., r L :11: I T. f �/r I IV Dc - L--- I I = 3 1 - / I 131 NORTH 35'h AVE. - _y _ POST OFFICE BOX 820 \ _ 'I'� A r`7rA-. .n iqj 0r•. `l L.. GREELEY,COLORADO b _li.(4 Y blit YCl:.7 1 I ZIP CODE 80632 1 \ GREELEY 353-1654 CARL V. HILL GEN. MGR. } DENVER 623-9438 • November 29, 1982 Weld County, Colorado R2: Weld County Road 27.5 Engileerinr Department Southwest of Greeley at P. C. Box 758 County Dump Greeley, CO 80632 Progress Estimate No. 2: Final 3 na1 Unit No. Description Price Unit Price Amount 1. Remove Pence 1 L.S. $W 100.00 $ 100.00 2. Remove Concrete Structures 1 L,S. 100.00 100.00 3. Remove 15" Ch? 1 L.S. 100.00 100.00 4. Remove 13" C?ea' 00.00 1 L.S. 1 100.00 5. Remove Existing Asphalt 1 L.S. 100.00 100.00 6. New Fence 505 L.F. .80 404.00 7. 15" C,'T' 100 T L.P. 12.40 1,240.00 8. Excavation 4,098 C.Y. 2.40 9,835.29 9. Ihbanlment 375 C.Y. 3.65 1,368.75 10. - Base Course 3,409.7 Tons 6.co 20,458.20 11. 3" Asphaltic Surface Course 860.6 Tons (6,710 S. Y.) 23.25 20,008.95 12. 2" Asphaltic Surface Course 332.01 Tons 23.25 7,719.23 (661 S. Y.) 13. Shaping and Compacting 1 L.S. 1500.00 Existing Shoulders ,50.00 1,500.00 14. Shoulder Gravel Class 6 ABC 433.39 Tons 7.00 3,033.73 15. Traffic Island 0 L.S. 1,000.00 .00 16. Erosion Protection 0 L.S. 400.00 .00 17. 13" CMP w/Flared End Sections 160 L.F. 17.50 2,800.00 18. Cuard Rail 250 7 .7. 13.00 3.250.00 Total Contract ~72,118.06 131 NORTH 35m AVE. POST OFFICE BOX 820 • — -- 77:17.7 �'"IF.. `7 K1` �IrrnyT. .�q j GREELEY,COLORADO .-.I G.:J L�L`d4 Irk ZIP CODE 80632 GREELEY 353-1654 CARL V. HILL GEN. MGR. DENVER 623-9438 V j 2 November 29, 1982 Weld County, Colorado RE: Weld County Road 27.5 Progress Estimate No. 2 (continued) Unit Force Accounts/Change Orders: Qnty, Unit Price Amount Fence Corner Posts 6 Fech $50.00 $ 300.00 Pit Rtra 970.14 Tons 5.25 5,093.24 Cilsabi_d Seal Coat 4,967 E.Y. .55 2,235.15 Tack: CSS—lh 124.65 Gals. 1.20 149.58 Total Force Accounts/Change Orders $7,777.97 Total Progress Esti,,ato flo. 2: Final $79,896.03 • Less Previous, Payments 25,894.66 Total Amount Due $54,001.37 , INVOICE NO. 10053 Ana .;;;,{ rarmco v..rtw ...dr INCORPORATED Yanmor-Snapper-Feted Kelly Bockhoe•Hiniker-Samson Rope Sundance•Tubmiller-McCulloch Phone(303)3514171 Wick Agri Building-Soilmover Continental Sprayers-Bycool-Toro 1701 1st Avenue—Greeley,CO 80631 Niemeyer-Westgo-Krone SOLD TO: SHIP TO: ( *- Peeks Date Type k 4,h Charge Cr.Mr,n. Date SAWN *e^Mdi Shit/Vb r.O.Me. Teems b etmen Oescli O O Port No.Ordered Qty. Qty. City. Wt. Price Amount Ordered Issued B.O. �� ,Q i ' / !o el X 7�2 x /ec /G2C-.E.. rLJu.Le.de,: t�y' i /.�OSacOG �/ I i (7(12` ...1 I i , i , Received TAX ._57,26 V M ) TERMS: It is expressly agreed and understood that title and ownership of the units ordered herein, and to oil TOTAL -' t/-S-4- repoirs and accessories furnished therefore,is and shall remain In the Company until fully paid for in money.Order subject to acceptance by FARMCO,INC. ALL RETURNED GOODS SUBJECT TO 10%RESTOCKING CHARGE. NET 10th OF MONTH FOLLOWING DATE OF PURCHASE. A FINANCE CHARGE OF 1.75% PER MONTH,WHICH IS AN ANNUAL PERCENTAGE RATE OF 11 % WILL BE CHARGED ON PAST DUE ACCOUNTS, A MINIMUM CHARGE OF 50 CENTS WILL BE MADE ON PAST DUE ACCOUNTS UNDER $28.00 MOTET The dote of this order does not guarantee the price or delivery as of this date,but It is subject to our published prices at the time of delivery. ALL CHARGES ACQUIR- ED BY CUSTOMER WILL BE PAID BY CUSTOMER. '7S (Le-'r; , a2lE7 • T-f�e / /4 ac„).- INVOICE NO 10442 I 1• , _ • • armco � . • ee +INCORPORATED Yu n mar Snapper-Feted Kelly Backhoe-Hiniker-Samson Rope Su da ce Tu6miller•McCulloch Phone(303)351-6171 Wick Agri Building-Soilmover Continental Sprayers-Bycool-Toro 1701 1st Avenue—Greeley, CO 80631. Niemeyer y Westgo-Krone SOLD T� Ii / SHIP TO: /P /r 1 C /�//7(it C _l Hlnvdre Date type Cosh Charge Cr Mem. Dole Shipped Sec on AcO Ship via P.O.No. of ®I t L� Ce,h Check Lrms Salesman —��. ,� Lon Part No. Ordered Qty. su Oty. Ordered Issued B.O. /Description Wt. Price Amount 7 �5o< cts-rc/4/ 12.1L477; IL /0/ b0 i i I 1 i I i I • I • • Received I - By TAX I TERMS: it is expressly agreed andtherefore, udnerstood that title and ownership of the units ordered herein, and to all _ /6P1 �repairs and accessories furnished therefore, is and shall remain in the Company until fully paid for in money:Order - TOTAL O subject to acceptance by FARMCO. INC.ALL RETURNED GOODS SUBJECT TO 10% RESTOCKING CHARGE. NET 10th OF MONTH FOLLOWING DATE OF PURCHASE. A FINANCE CHARGE OF 135% PER MONTH, WHICH IS AN ANNUAL PERCENTAGE RATE OF 21% WILL- - BE CHARGED ON PAST DUE ACCOUNTS. A MINIMUM CHARGE OF 50 CENTS WILL BE MADE ON PAST DUE ACCOUNTS UNDER$28.00. NOTE:The date of this order does not guarantee the price or delivery as of this date, but it is subject to our published prices at the time of delivery.ALL CHARGES ACQUIR- ED BY CUSTOMER WILL BE PAID BY CUSTOMER. CUSTOMER ass. „,„..ay..•.r..,„, ..... .........._..._... . .L'___�..'.v- ti order does not guarantee the price or delivery as of this date,but It Is subject to our published prices at the time of delivery. ALL CHARGES ACOUIR- fD BY CUSTOMER WILL BE PAID BY CUSTOMER. 0:-3..r NO INVOICE DATE REFERENCE I INVOICE AMOUNT I DISCOUNT I PAYMENT AMOUM Jr •rc 1 frr :HECK NO. VENDOR NUMBER SEQUENCE NUMBER 1 TOTALS I ^f • 00 ) Z: ° z20,31 ;IS' , •. .. 82•335/1070 COLORADO IANDFILL, INC. 1333 W.12018 Avenue Pt“.. a i� � s is } Sulfa 210 r try , V Denver.Colorado 80234. .at rF.r` ' tut�:f " ' ` (303)450.2755 ' - •• 1 o 4�., t II' , r ,e,11,e,1130 C r.Ih � r.-n • 'AY TO )RDER '1 1 COLORADO rn� �rnI �� LORADOLANDFILL,INC./ (n ,11 'Mon Colony Bank , .C n .z��.-• r.."-, jr1 / reeley. Colorado '400203 too .. t: LO700335 At:- 03 "Oibgrin' Total / Date. Paid : p�7 Terms : Check No. : 2 0pp2/ Payable By: fer/9/7 //y'ci • Approved By: J 4 Discount Allowed: — Date Approved : 5fD7ig Post Date : • COLCI" O Leal DP.I.L, INC. 60 5396 37 •-77in Avenue 390-2541 SYCV :,;I ra,o 0UE34 UNION COLONY BANK GREELEY. COLORADO 82-W5/1070 FIFTEEN THOUSAND DOLLARS AND 097100 PAY__.__ _-_-- DATE AMOUNT 06/12/84 9118000.00 THE FARMCO ORDER O !�T grit CZ E ^ D!°I t P A Y E E. DETACH THIS STATEMENT BEFORE DEPOSITING CO OriA 'O LA? LL I INC. DATE INVOICE NO. DESCRIPTION AMOUNT pEoucr o„p NET AMOUNT 6/12/84 Deposit on Bldg at Central Landf $15,000.00 $15,000.00 Pill • ki z tx H, 1.�I rx, o d -,`, CV '- o e H z Q Q i a k, a .- ,-I .❑ • .Y o � 'i U • .0 0, O O rF .. ¢ �. F. 4.9 O Q O u o �f • cf ,'rte . Icl ' T F ,t, cr C1 Y . 1 O WI I N 0 0 >I .a E m U 4 >, IO ..i a.E. ❑ r 7. 0 A o I ! so L. - o T (1';: --cog .- w i6q-, _t.2;.:-) z n N O --- 4 �'1�. ix Lo T > wI i 3 -, o '0 d i 5 a o a te- o a m o a q❑ z x 2 > N a N Ul II, bp: :u, o c. m o 1 , ❑ a2 Y 06 V ICH .4 > 0 / I0/l4 '18U\nN1 (n'-•.O.�O•N n°- �-NN • C r0 N-1 3.O n•-0 4‘0 4 n 4 N N ,. -4 .+.-1 m (T n.. .0 n .. 0. 0 k P a' v (9 i d a) G N. C 0 \ ('. N y y N h -44 1 N O • Y: N ro T 'O C -. _1 r' _ G cal 0 -0 ro 0 w to to N +1 .0 . ✓i N C P N .0 .G N n pC c O N N 0 0 ✓ tl) E%L Y ♦C N 0 0 14 H N 0 0 03 Y a O 0 + P. F 0'.q U al H0 U N CO N -- - .i H Y O N M 4. -W rl Y - - M J 0 U 4 N boa b U r/] 01 .-1 CIcn rA Z M 0 .03 .. C O () C an C rnuf si arFFSFs £F 0 b u) M X c) 03 _O �I 1. H. F_ F F_ F ~n M L W r.] F£ F£ S M 1� 0 .-I a) 0 _4 F al O .+ 0 -.1 - £ ro [n . O 0 x % :C P3 U .] to U `Q N .� O .. X Ill) C4 G1 [il !d 7r_+ : W ¢ P k a 1 4 3 4- : : a a a a a a a a - N O 4-, F c' .O -N . \\\\-1a.^t 91,4-4,914,91,44-4,--91,-.4 Hs IC L J O 0 v 0 'd --9994494449I,-.9494j44n n 1'1 n 06.0 C > .0 N W LoU i -t r? I, N 0 0,W eCi C` C c a,CC J H �.. F H tO r5U w o C 0 H w ri n 0 n 0 N 03 00 M N Y N�2' O. ^•0 -0 U.O :. 2 N .y n1? N- •O •. N C'-N 'FIN ^•--. ON^N n.. .000»3> N'O Nb010000 0 ON N OOO 04c004-' 1'0O30000OO 0 O.OJ .. (ten Ceti -,OJ.O N 0000 ONN NN 'C) 4 n1 N.NN .N-..01 .0.-..�.ry Cr, --1 0 co N-1 n .1 nIDb c.,.._ n o nn 1 ^^ N H !9 1 .i ro 1 I .1 1 Y N on pHo I J 0 — Y A l' m id ro N N O [O N S ra 11. 1 La *O N i (� N b N H N C' a Ni N Z ti .Pi s u 4 C C N. N N '. U y Vl O O _� XX O C O U 0 a) N 0 0 0 .. 03 It 0 l-1 a) a!O rn 0 '3- O. [0 O S ((yy T Y .0 n .I _ .1 00 ... :C.O Y 2 U - mt — c. H'- ' L a O 1 N a) O Y : N C U N U •� axx cc U co C C 0 0 > X ...44' U U O..♦H 3 p. 3 t y1/47 L. H 4 U I O Y N * 0 0 0 y b ro N N O O P. { C'l 'n O C 0 :1 in 3 N N N U O .-i .- .0 4-4 0 OS : 0' .S: 0 k Y 0 a) P, .N P % n N F '. % J 0 0 .I�:M i y N O a) a) ro N N Z, Cz O: % '.00 :0030r) - -J rl 1' C' c G C 'I', y y ..+ J y ` :" N . C H H N ro N H C C C -J .-1 .-i ,'t-'It OO H n [.l N Y p Ia P T, y 0. 0, Y O N C C L N a O N N P N F F. V) [: y • . .1 V U U N Y W.. ..1 •-: ✓ L N [- % C N ':. ca C' M 0 J Y S N N P > % % O N ', _O (" I I I S C 0 r^. Y 'p > p - .1 .O N I O y . . . . . C a) ..1 n1 C C O T - a -.-I �`� :r 2 — 1 4100000 a Cn 4i It 00 s 0 aa..1.-.la3 vlC\ tC- ..'I''0..-. nN C.N1 -.'. .-0,CT4 ,-. .. n4 1-.N N.-..0 N1 i d / �i�/F/r� /9.d uf"'6:: . _ t ''' ` -71 C `�.S /1((( 1) / �, (. /l tly /C{ (qg 1./n7 J / 4 }/- /n, l ht-f- Bob"- l v/L7/ry ', 379 1/x-.2-. .Z 27, olU,fisfo bfl; l' `!7)7 or/JUJU... [" 41/4n/hi /9(if- )--- 6/Ak 1 P-LV.a/ 7/u //, A44./. 0/ you; 1�/ott ldo, w //, V02. 0 0 5. . 91: ��4s. Y, v 9S 9 I s 8 gf. g '/0os- 6 11zcrlfs /, . X. (S ' 17 / 1, 4 757/J fe%10 l — L /ia- 4,5'. 00 7�/0 zf.,'l< U0 <<n: c,: ( - 1 PAO 30 7,00 7 ‘/.00 9/407/ 6Y ),/e .u �) (8r�.v�L�j 27.11917 /I/ 214-1162-W— _:69rrc.l(, D)i.<f?; I°f�, 7A .771 17/ 7 I } / I �.s3. a? /,i4 SNcL&_ 2.a3/.s.o ,( > y e-:IF �,7ait= •47C-447-3-2 I if 44(,•SOla4t, 0:0 /,6 7/ is,v{it friud a Sl qq. s� 44141- ≤- ;--n;.--ot-i- INVOICE NO. [ INVOICE DATE [REFERENCE L INVOICE AMOUNT I DISCOUNT I PAYMENT AMOVI .kr r i ••Y i �. i f .2 r' '4" 4j y'fi i 1Y,q ♦ v'4Yr ar `4 O41412;:•Y 41412 ,.Y pit4-,7F 4 i ,.ki' : .-01344;--S2e.4ti 0,4. 44,• i a+k s.»P'S s } .syWv` + ayYyaf� r) � re s 4. h +� CHECK NO. VENDOR NUMBER SEQUENCE NUMBER " +., Y.t+ r> �'�+ .:. *`sf o- : ' •'-TOTALS: r .h .t,:�rl'.e 1Jc r (,(4'.'i y �,+ w 02.3asnoio • }e er0 5 4 M'a et ii*L) :.., J ,44 cy !!k •rlMr •: A .nr COLOWIDO IANDFILL INC: .1333 W,1201h Avenrue w r J _: w� µ CIE C t� r> s a * Denver Colorodo 80234 ` ` - " ' . sf�'.�I7 Il I ., f• i rftJT ,. 'AV TO ru i l� s „Tk.. t tt• JRDER _ " COLORADO LANDFILL INC._.,; ' ' ,JF:. inion Colony Bank • ae, /1 reeley.Coloraoo , ,.. .S'. f,. l ,�.v ...:-. ,..,.,,_' •' - .r "f: . :(7p:g.3 1,$ o - 1 :.i0700335.air'-sill f:1-1 • • Total /3 /5 Date Paid : 024/4" .Terms : Cheek No . : cPc;7lo Payable By : Approved By : El( Discount Allowed : _ o -- Date Approved • ; Post Date : • 4 v WARZYN Vir ENGINEERING INC Engii ors& Scientists •Envirc,n rental •Geological •Civil •Structural •Geo(echnical •Chemical/Matedals Testing •Soil Borings•Surveying 1223 28th AVENUE.OREELEY,CO.80831 • TEL(303)308-6466 -PROGRESS REPORT AND INVOICE- 400005-5 January 28, 1985 RECEIVED Colorado Landfill, Inc. 1333 West 120th Avenue JAr, j (2 1985 Suite 210 Denver, CO 80234 ATTN: Mr. Steven Orzynski, P.E. Director, Technical Services SUBJECT: G ndwater Monitoring Project, Eaton and Greeley Lan PERIOD ENDING: December 28,- 1984 PROGRESS REPORT This Progress Report and Invoice covers September thru December, 1984. Work during this period consisted of conducting laboratory analysis of the third round of water quality samples collected by CLI staff, preparation of a report, and delivery of the report to the CLI office. INVOICE BILLED BILLED THIS TO UNBILLED LUMP SUM TASKS FEE PERIOD DATE BALANCE Site Inspection & Program Design $ 2,379.00 $ 0.00 $ 2,379.00 $ 0.00 Analysis, Recommendations & Report 2,440.00 0.00 2,440.00 0.00 Report Presentation 1,016.00 0.00 1,016.00 0.00 COST-PLUS TASKS Field Survey 813.00 0.00 0.00 813.00 Warzvn Engineering Inc. 3, 181.00 27.50 3,421.84 —268.34 Technician: 0.5 hrs @ $21 .00 Secretary : 1.0 hr @ $17.00 OPiovo4A1� X07 0 67(0) Crtu,tt ^/�r�� P (La,c Au st. qD 41 ° Well Pipe & Screen 1,200.00 0.00 1,135.00 65.00 Bentonite & Sand 660.00 0.00 72.91 587.09 Drilling 3,737.50 0.00 1,989.50 1,748.00 Water Lab C 3,LcioFJQA/44 /4 40 4,585.50 1,348.65 4,793.36 —207.86 Soils Lab fh h,...c 111r 961.50 0.00 0.00 961.50 TOTALS TO-DATE $20,973.50 $ 1,376.15 $17,275.11 $ 3,698.39 Unpaid Previous Invoices 0.00 Service Charge (1.5% per month) 0.00 TOTAL AMOUNT DUE THIS PERIOD $ 1,376.19 WARZVN ENGINEERING INC 23. +0 VOICE NO. I INVOICE DATE (REFERENCE I INVOICE AMOUNT I DISCOUNT I PAYMENT AMOUNT I •i: 1 , 91 1, n �� A ` irnafi�i Y .- . ...Y r,.L • I ECK NO. VENDOR NUMBER SEQUENCE NUMBER COLORADO IANDFILL, INC. 1333 W 1'201h Avenu4 tt e Sulte 210 p..• ''.rve., .'. sitai' rr 730 V +, Denver,Colorado 80234. � ""''a . N - _ br I .k+:a. I t.: •. a i:lLi.-;� t t «r., �•r.• I Cetiia . .. . r7}� 'r • DER Ll' _ .- - - --. COLORADO LANDFILL;INCr �0�=��C040G1 o d� I on Colony Bank .. .� r'L`�° •, L rYi%xr.G-t eiey,Coioraoo y�• 19(.: n :: LO ;Oa i353i: 01 016961f' Total //2 r// Date Paid : / ( /2 / Terms : I/-, i^ Check No. : ✓/ O Payable By: /o4/`/ Approved By : Discount Allowed : o — Date Approved : /,,t) ) j y ' ,,//i Post Date : //._ ..L1 v 4 �. (o/ if • / %7J.S( I SP Per"?4 1- err ?41- w4r3r., 1 /"iah. IAW/u-f (b - Gre/�^ l�'�7b47b, 6avlJe, f /9i'it\Iv, it%c (7peJi ' /?1 A, uti //a� q,le(/i/4c J,, S4/,9e F IUO ur SO k • T4 Id 47 eX(i/%41 , f M D,/ ry 01 o ,n y ✓ 74 ?- Pr'cl / /ropA/, C (arjc/ / Isc4,6 ):11 .(•(/'' C- L A4✓4 eV: /AA 1 (//:-; P / 4.‘u4 1.4); /OV ( 4.io Fr l(//,, �/4,) 4/7� ��/ A7.1 7i/(/(•s 1.• . i' p �1 / / / t. c, IJ ;i 9'" ( /r / U/gteh7.J 4, 147 . /R o, Le / /1a0 / .) c744( & + r,:,/ /IJ 9J 62,7 f4C attCnaG/ /(O4ALat CA✓A, ),%, i iI/A /C17. ( ( 1473e) Je( �,,1 v&, 7 fQ/ r. / 1/T/cf/.2-7i c/(4�j// riA GJ 41eta 5rc /ii / a^ zit vcic,111 /4t / � rct/c7 4n) `ol4,...4 i.c O/0&•ei 1/2 ;Ai A� , �O. C/47 /�R . Ea 74%S sc /LcjJjt ca f role .{ / r4AJ. 74kr, / 1Ii:i 4al6l /it- c �a�et-) @ ,�c / ie Iv et rota c� 44; /2.0 ( .` Z 1 /��1 /!! tfi44j, .9</ � 1/1/4 /1 ?-74 �✓ II-07 glib 14, J0t774J 0 47L[n "14f4Ic / %lc %?t %4s C /'CJ4 III /7 fior( frajc9J.f• J7 ve_ EXTRA WORK This Extra Work included preparation, delivery, and presentation of a proposal for developing an Operations Plan for the Columbine Landfill. Labor Project Manager Principal 15.50 hrs $58.00 $ 899.00 Senior Professional 5.50 hrs 68.00 374.00 Professional 5.50 hrs 48.00 264.00 9.75 hrs 42.00 409.50 Expenses Ski It C• 7o Vehicle Reproduction 86 mi. $ 0.25 / / q 21.50 iaborate y,z_74,' cAvj< 4€64,j Qj, /./M0 3.92 Ski--es 71./6 f,J;. 1,, i711)-- 1V1AL EARNED THIS PERIOD op(�. n 4 .39 Unpaid Previous Invoices 0.00 Service Charge (1.5% per month) 0.00 TOTAL AMOUNT DUE $ 4,132.39 Previously Paid To-Date 1,309.00 TOTAL BILLED TO-DATE $ 5,441.39 WARZYN ENON EERINO INC J • WARZYN i?Pr° • �� S4ty, 0. loh4 k ®® ENGINEERING INC Engineers 8 Scientists •Envirmmental •Geological •CMI •Structural •Geotechnical •C1rental/Materials Testing •Soil Borings •Surveying 1223 28th AVENUE,GREELEY,CO.80031 • TEL(303)368-846•J -PROGRESS REPORT AND INVt� 400006-3 NHr"#17 n f(41 September 28, 1984 ^� (o(uAlr+t L>C df� i,^� Colorado Landfill, Inc. \V E° 1333 West. 120th AvenueV1/4�C 01/2 Suite 210 v- Denver, CO 80234 0CjC ATTN: Mr. Steven Orzynski, P.E. Director, Technical Services SUBJECT: Pratt Property Investigations PERIOD ENDING: August 31, 1984 PROGRESS REPORT This Progress Report and Invoice covers both July and August 1984. Work this period consisted of independent laboratory analysis of water samples related to the EPA/CDH Superfund Investigations. Recorrunendations also were developed and presented to CLI for additional groundwater investigation to determine location and extent of aquifers. INVOICE BILLING AMOUNT TASKS AND EXPENSE DESCRIPTION UNITS RATE BII,T,FD Labor Project Manager 5.0 hrs $58.00 $ 290.00 Senior Professional 21.0 hrs 48.00 1,008.00 Clerical 0.5 hrs 17.00 8.5 Expenses S 1,,3 o6,-a Vehicle 84 mi. 0.25 21.00 Meals 26.22 'T�Tol l—eS iJ' ers- 7,/,12 .2, 7A.6,(71) f Y� I Water Lab 4,585.50 1,429.95 3,444.71 1,140.79 Soils Lab 961.50 _ 0.00 0.00 961.50 TOTALS TO-DATE $20,973.50 S 4,495.9 $15,898.96 $ 5,074.54 EXTRA WORK Eo-;^IV, K�vw�J��l During this period, a proposal for developing-an p r tiions Plan for the Greeley Tandf.l.11 was prepared, submitted, and presented-'to CLI. Tabor gfw Project Manager: 16.50 hrs @ $58.00 $ 957.00 Principal: 4.00 hrs @ $68.00 272.00 Sr. Professional: 3.00 hrs @ $48.00 144.00 Professional: 10.25 hrs @ $42.00 430.50 Technician 1.00 hr @ $21.00 21.00 ty.S0 Expenses Vehicle: 86 mi. @ $0.25 $ 21.50 7/ t /29+:_50 C / h/JG,r//t^C wR 1/C o r^t" I R �proda w 7.87 6,/�JT ® T. ,� Reproduction ErP c5� �9.3J ` [o ��Lc' Ctl! TOTAL EARNED THIS PERIOD Gru��u(v ."1 �?$ r 2 (P 3�t9fr1 1° 1'7i9 l- ss Unpaid Previous Invoices vlwtot. -I,fr 0.00 Service Charge (1.5% per month) ______—, 0.00 TOTAL AMOUNT DUE THIS PERIOD $ 3r WARZYN ENGINEERING INC ®I 1 "007 3. WARZYN Sit VLO jolty ENGINEERING INC Engir ars& Scientists •Envircnrnental •Geological •Civil •Structural •Geotecfnical •Chemical/Materials Testing •Soil Borings•Surveying 1223 28th AVENUE.OREELEY,CO.80831 • TEL(303)3365488 -PROGRESS REPORT AND INVOICE- 400005-4 September 28, 1984 Colorado Landfill , Inc. 1333 West 120th Avenue c_C Suite 210 etik Denver, CO 80234 O C1 ATTN: Mr. Steven Orzynski, P.E. Director, Technical Services SUBJECT: Groundwater Monitoring Project, Eaton and Greeley Landfills PERIOD ENDING: August 31, 1984 PROGRESS REPORT This Progress Report and Invoice covers both July and August 1984. Work during this period consisted of conducting laboratory analysis of the second round of water quality samples collected by CLI staff, preparation of a draft report, presentation of the draft report at the CLI office, and final editing, typing, reproduction, of two separate reports presenting findings of hydrogeologic and water quality data. INVOICE BILLED BILLED THIS TO UNBILLED LUMP SUM TASKS FEE PERIOD DATE BALANCE Site Inspection & Program Design $ 2,379.00 $ 0.00 $ 2,379.00 $ 0.00 Analysis, Recommendations & Report 2,440.00 2,050.00 2,440.00 0.00 Report Present.-ice 1,016.00 1,016.00 1,016.00 0.00 COST-PLUS TASKS Field Survey 813.00 0.00 0.00 813.00 Warzyn Engineering Inc. 3,181.00 0.00 3,421.84 -240.84 Well Pipe & Screen 1,200.00 0.00 1,135.00 65.00 Bentonite & Sand 660.00 0.00 72.91 587.09 Drilling 3,737.50 0.00 1,989.50 1,748.00 o1..0i7.7.O Lf1NDF: _L, N? 5436 6337 - 77th Avenue 330-2841 LI ON COLONY BANK GREELEY. COLORADO 82335/1070 PAY Nine Thousand Three Hundred Eighteen and 01/100 Dollars GATE AMOUNT 7910-84 $9,318.01 Warzyn Engineering, Inc. - - ORDER OF irrysave :13 11: r„ r,r .-1 A Y E E. DETACH THIS STATEMENT BEFORE DEPOSITING r^.� r;�,- n. _n , ,n LA MRLL, INC. DATE INVOICE NO. DESCRIPTION AMOUNT uco.c-N . NET AMOUNT 7-10-84 Erie 1Pratt) Engineering 454.00 GeeeleyjEAton Groundwater 8 ,864.01 9 ,318. 01 it INVOICE_ BILLED BILLED THIS TO UNBILLED LUMP SUM TASKS FEE PERIOD DATE BALANCE Ste Inspection & Program Design $ 2 ,379.00 $ 0.00 $ 2,379.00 1 0.00 Analysis , Recommendations & Report 2,440.00 300.00 300.00 2,140.00 Report Presentation 1 ,016.00 0.00 0.00 1 ,016.00 COST-PLUS TASKS ieid Survey 813.00 0.00 0.00 813.00 u'arz n Engineering Inc . 3,181 .00 3,421 .84 3,421 .84 -240.84 Principal : 1 .0 hr @ $68.00 = $ 68.00 Prof . Mgr: 14.0 hrs @ $58.00 = 812.00 Sr. Prof: 5.5 hrs @ $48.00 = 264.00 Engr Asst: 62. 5 hrs @ $33.00 = 2,062. 50 Meals: = 76.82 Vehicle: 492 mi @ $ 0.25 = 123.00 Film: = 15. 52 ijash WARZYN Orki • ytof A cktkiENGINEERING INC 4 Engineers & Scientists •Environmental •Geological •Civil •Structural •Geotechnical •Chemical/Materials Testing Borings •� •Soil •Surveying 1223 28111 AVENUE.OREELEY.CO.80831 • TEL(303)386-6486 -PROGRESS REPORT AND INVOICE- 400005-2 June 22,1984 Keirnes Corporation 1333 West 120th Avenue Suite 210 Denver, CO 80234 ATTN: Mr. Steven 0rzynski , P.E. Director, Technical Services SUBJECT: Groundwater Monitoring Project, Eaton and Greeley Landfills PERIOD ENDING: June 1 , 1984 PROGRESS REPORT Work during this period consisted of ordering and receiving well construction materials, constructing, logging, and taking soil samples at 8 monitoring wells, collecting and analyzing water samples from 8 wells, 4 surface water points, and 1 underdrain, interpreting analysis results and eliminating the third sample round, and training Keirnes staff in water sample collection protocol . Well draw-down calculations were completed. Guidance was provided to Keirnes regarding equipment and supplies required to perform field tests and water sample collection. INVOICE BILLED BILLED THIS TO UNBILLED LUMP SUM TASKS FEE PERIOD DATE BALANCE l8ite Inspection & Program Design $ 2,379.06 $ 0.00 $ 2,379.00 $ 0.00 Analysis , Recommendations & Report 2,440.00 300.00 300.00 2,140.00 Report Presentation 1 ,016.00 0.00 0.00 1 ,016.00 COST-PLUS TASKS Field Survey 813.00 0.00 0.00 813.00 Warzyn Engineering Inc. 3,181.00 3,421.84 3,421.84 -240.84 Principal : 1 .0 hr @ $68.00 = $ 68.00 Proj. Mgr: 14.0 hrs @ $58.00 = 812.00 Sr. Prof: 5 . 5 hrs @ $48.00 = 264.00 Engr Asst: 62.5 hrs @ $33.00 = 2,062.50 Meals: = 76.82 Vehicle: 492 mi @ $ 0.25 = 123.00 Film: = 15.52 LtWARZYN Sk`°„i ENGINEERING INC (4A rjc.{j (LT— LolGA111;K Engir leers& Scientists •Environmental •Geological •Civil •Structural •Geotechnical •Cheinical/Materials Testing •Soil Borings•Surveying 1223 28th AVENUE,OREELEY,CO.80631 • TEL(303)366-5465 -PROGRESS REPORT AND INVOICE- 400006-1 June 22,1984 Keirnes Corporation 1333 West 120th Avenue Suite 210 Denver, CO 80234 ATTN: Mr. Steven Orzynski , P. E. Director, Technical Services SUBJECT: Pratt Property Investigations PERIOD ENDING: June 1 , 1984 PROGRESS REPORT Work this period consisted of a site investigation, data collection and organization, and discussion of work scope. INVOICE BILLING AMOUNT TASKS AND EXPENSE DESCRIPTION UNITS RATE BILLED GROUivDWATER DATA REVIEW AND ANALYSIS Labor Protect Manager 3.5 hrs $58.00 $ 203.00 Senior Professional 2.0 hrs 48.00 96.00 Engineering Assistant 3.5 hrs 33.00 115.50 Expenses FT'r $15. 10 1 . 15 16.25 VeN,4cle 93 mi . $ 0.25 23.25 TOTAL EARNED THIS PERIOD $ 454.00 Unpaid Previous Invoices 0.00 Service Charge (1.5% per month) 0.00 TOTAL AMOUNT DUE $ 454.00 Previously Paid To-Date 0.00 TOTAL BILLED TO-DATE $ 454.00 • Well Pipe & Screen 1 ,200.00 1 ,135.00 1 ,135.00 65.00 Steel Covers: 8 ea @ $57.50 = $ 460.00 PVC Screen: 80 if @ $ 4. 15 = 332.00 PVC Riser: 150 if @ $ 2. 10 = 315.00 PVC Plugs : 8 ea @ $ 3.50 = 28.00 Bentonite & Sand 660.00 72.91 72.91 587.09 Drilling 3,737.50 1 ,989.50 1 ,989.50 1 ,748.00 Water Lab ( including shipping) 4,585.50 1 ,944.76 1 ,944.76 2,640.74 Soils Lab 961.50 0.00 0.00 961.50 TOTALS TO-DATE $20,973.50 $ 8,864.01 $11 ,243.01 $ 9,730.49 Unpaid Previous Invoices 0.00 Service Charge ( 1.5% per month) 0.00 TOTAL AMOUNT DUE THIS PERIOD $ 8,864.01 WA RZY N ENOINEEGINf INC VW' WARZYN h/r)e I tOrrl" ytti .11"ir ("1/(12h //) / ENGINEERING INC , �rr•(i 2G C {D ��- 17.4 Engineers& Scientists •Environmental •Geological •Civil •Structural •Geotechnical •Chemical/Matedals Testing •Soil Borings •Surveying 1223 28th AVENUE.GREELEY.GO.80831 • TEL.(303)330-6486 -PROGRESS REPORT AND INVOICE- 400005-2 June 22 ,1984 Keirnes Corporation 1333 West 120th Avenue Suite 210 Denver, CO 80234 ATTN: Mr. Steven Orzynski , P.E. Director, Technical Services SUBJECT: Groundwater Monitoring Project, Eaton and Greeley Landfills PERIOD ENDING: June 1 , 1984 PROGRESS REPORT Work during thfs period consisted of ordering and receiving well construction materials, constructing, logging, and taking soil samples at 8 monitoring wells , collecting and analyzing water samples from 8 wells, 4 surface water points, and 1 underdrain, interpreting analysis results and eliminating the third sample round, and training Keirnes staff in water sample collection protocol . Well draw-down calculations were completed. Guidance was provided to Keirnes regarding equipment and supplies required to perform field tests and water sample collection. INVOICE BILLED BILLED THIS TO UNBILLED LUMP SUM TASKS FEE PERIOD DATE BALANCE Site Inspection & Program Design $ 2,379.00 $ 0.00 $ 2,379.00 $ 0.00 Analysis , Recommendations & Report 2,440.00 300.00 300.00 2,140.00 Report Presentation 1 ,016.00 0.00 0.00 1 ,016.00 COST-PLUS TASKS T=,eld Survey 813.00 0.00 0.00 813.00 Rarzyn Engineering Inc. 3,181.00 3,421 .84 3,421 .84 -240.84 Principal : 1 .0 hr @ $68.00 = $ 68.00 Proj . Mgr: 14.0 hrs @ $58.00 = 812.00 Sr. Prof: 5.5 hrs @ $48.00 = 264.00 Error Asst: 62. 5 hrs @ $33.00 = 2,062. 50 Meals : = 76.82 Vehicle : 492 mi @ $ 0.25 = 123.00 15.52 • H 05/22/84 WARZYN ..NGINEERING, INC. 904 VOICE NO. I INVOICE DATE !REFERENCE I INVOICE AMOUNT I I . DISCOUNT I PAYMENT AMOUNT 2 ,0005-1 04/27/84 -,379.00, .00 2 , 379. 0. NECK NO. VENDOR NUMBER SEQUENCE NUMBER 904 3730 TOTALS 2,379.00 .00 , 379 .0' 82-335/1070 CHECK DATE CHECK NO. GOLOR4DO LANDFILL, INC. +41%,7?,‘ 6037 77th Avenue 05/22/84 I 904 Greeley,Colorado 80634 (303)330-2641 CHECK AMOUNT TWO THOUSAND THREE HUNDRED SEVENTY-NINE DOLLARS AND 0 CENTS S 2379 . 00 YTO WARZYN ENGINEERING, INC. :DER 1223 28TH AVENUE COLORADO LANDFILL, INC. GREELEY, CO 80631 on Colony Bank :clay,Colorado • 0000agt a' t: L0 ?0033531: 0 L 01696n' • WARZYN Nitir I, ECFIVEL MAY 1 0 1984 ENGINEERING INC Engi,>-vrs& Scientists •Environn aril •Geological •Civil •Structural •Geotechnical •Ctra„icaVMatenals Testing •Soil Borings •Surveying 1223 28th AVENUE,OREELEY,CO.80631 • TEL(303)3666469 -PROGRESS REPORT AND INVOICE- 400005-1 May 7 ,1984 Keirnes Corporation 1333 West 120th Avenue Suite 210 Denver, CO 80234 ATTN: Mr. Steven Orzynski , P.E. Director, Technical Services SUBJECT: Groundwater Monitoring Project, Eaton and Greeley Landfills PERIOD ENDING: April 27, 1984 PROGRESS REPORT Work during this period consisted of a site visit and preparation, negotiation, and agreement of the Program Design. Sketches of the two landfill sites showing monitoring locations were prepared and delivered. r;VOiCE BILLED BILLED THIS TO UNBILLED LUMP SUM TASKS FEE PERIOD DATE BALANCE Site Inspection & Program Design $ 2,379.00 $ 2,379.00 $ 2 ,379.00 $ 0.00 Analysis , Recommendation$_& Report 2,440.00 0.00 0.00 2,440.00 Report Presentation 1 ,016.00 0.00 0.00 1,016.00 COST-PLUS TASKS Field Survey 813.00 0.00 0.00 813.00 Warzyn Engineering Inc. 3,181.00 0.00 0.00 3,181 .00 Well Pipe & Screen 1 ,200.00 0.00 0.00 1 ,200.00 Bentonite & Sand 660.00 0.00 0.00 660.00 Drilling 3,737.50 0.00 0.00 3,737.50 Water Lab 4,585.50 0.00 0.00 4,585.50 Soils Lab 961 .50 0.00 0.00 961 .50 TOTALS TO-DATE $20,973.50 $ 2,379.00 $ 2,379.00 $18,594.50 Unpaid Previous Invoices 0.00 Service Charge (1 . 5% per month) 0.00 TOTAL AMOUNT DUE THIS PERIOD $ 2,379.00 2650 INVOICE NO. I INVOICE DATE .IREFERENCE I INVOICE AMOUNT I DISCOUNT I PAYMENT AMOUN d A , tiJ S. • r�Ct CHECK NO. I VENDOR NUMBER SEQUENCE NUMBER .. . TOTALS i3V. . ,li - (if) 'hr �w+�- ? .' ? i.S .Q, . 82-335/1070 - 2050. • . CHECK DATEt: COLOfd4DO LANDFILLINC. 1333 W. 120th AvenueCNECKiJ7r w Suite 210 � ` ��77.,-7�, '+ T Denver,Colorado 802345'IC)�.k L.d.T °ya'C� (303)450-2755 ti" ;t iLLt..raS ..__. $w e ,%'P '',I 'AY TO .._-. .. .....,, )RDER r. COLORADO LANDFILL,INC._ Jnlon Colony dank .. d '-'-' ..<1 ( /Y/ ,f C-k reeley,Colorado ' - Y i '0020501:' I; L0 ?003353s: Oi 0L69601 Total � 1 Date. Paid : `9/7/17` Terms : mfJd Check No. : c0<5"0 PayableIBy: 9/0/, f Approved By: dl'I Discount Allowed : — o — • Date Approved : q(,{($ Post Date : aCti, . WARZYN A I '‘384 tV ENGINEERING INC Engii veers& Scienosts •Environr nu'1t4l •Geological •Civil •Structural •Geotechnical •ChemicaVMaterials Testing •Soil Borings •Surveying 1 1223 28th AVENUE,GREELEY,CO.80831 • TEL(303)3Ea-5405 0 I 0 g ll•elalll,, / �irprt✓r J -PROGRESS REPORT AND INVOICE- 400005-3 aAugust 10,1984 �4„es , - b Colorado Landfill , Ins-- 3 $ 1 i o1 (treelt�__.. 1333 West 120th Avenue Sl8 *la ��tdt7 t 31 � L� Suite 210 Denver, CO 80234 ATTN: Mr. Steven Orzynski , P.E. Director, Technical Services SUBJECT: Groundwater Monitoring Project, Eaton and Greeley Landfills PERIOD ENDING: June 29, 1984 PROGRESS REPORT Work during this period consisted of starting preparation of exhibits for inclusion in the final reports. We also shipped a cooler and sample bottles to Colorado Landfill , Inc. for use in collecting the second round of water quality samples . No major effort was expended during this period because we were waiting for results of the second round of water quality samples. INVOICE BILLED BILLED THIS TO UNBILLED LUMP SUM TASKS FEE PERIOD DATE BALANCE Site inspection & Program Design $ 2 ,3/9.00 $ 0.00 $ 2,379.00 $ 0.00 Analysis, Recommendations & Report 2,440.00 90.00 390.00 2,050.00 Report Presentation 1 ,016.00 0.00 0.00 1 ,016.00 COST-PLUS TASKS 813.00 0.00 0.00 813.00 liITf Survey Warzyn Engineering Inc. 3,181 .00 0.00 3,421 .84 -240.84 Well Pipe & Screen 1 ,200.00 0.00 1 ,135.00 65.00 Bentonite & Sand 660.00 0.00 72.91 587 .09 Drilling 3,737.50 0.00 1 ,989.50 1 ,748.00 Water Lab (Ship cooler & bottles) 4,585.50 70.00 2,014.76 2,570.74 ; Soils Lab 961.50 0.00 0.00 961 .50 TOTALS TO-DATE $20,973.50 $ 160.0 $11 ,403.01 $ 9,570.49 EXTRA WORK During this period, a site visit, initial discussions, and m etings were conducted in preparation for developing an Operation Plan for the Greel y landfill . Labor Project Manager: 4.0 hrs @ $58.00 $ 232.00 Principal : 2.0 hrs @ $68.00 136.00 Expenses vehicle: 40 mi . @ $0.25 $ 10.00L� 3 ]$ + lGDS38 TOTAL EARNED THIS PERIOD $ 538.00 Unpaid Previous Invoices 0.00 Service Charge (1 .5% per month) 0.00 TOTAL AMOUNT DUE THIS PERIOD $ 538.00 WARZYN ENGINEERING INC • • WARZYN ENGINEERING INC Engi,et.rs& Scientists •Environni 1c+rtal •Geological •Civil •Structural •Geotechnical •CI e,,,,icajMlateriels Testing •Soil Borings •Surveying 1223 28th AVENUE,GREELEY,CO.60631 • TEL(303)356-5465 -PROGRESS REPORT AND INVOICE- 400006 2 APcr August 10,1984 S r 0 Colorado Landfill , Inc. ` CV/ 1333 West 120th Avenue C NtrSy Suite 210 Denver, CO 80234 ATTN: Mr. Steven Orzynski , P.E. Director, Technical Services SUBJECT: Pratt Property Investigations PERIOD ENDING: June 29, 1984 PROGRESS REPORT Work this period consisted of reviewing historical groundwater data , discussions with Colorado Landfill , Inc. staff, analysis of available data , and preparation of a data analysis report. INVOICE BILLING AMOUNT TASKS AND EXPENSE DESCRIPTION UNITS RATE BILLED GROUNDWATER DATA REVIEW AND ANALYSIS Labor Project Manager 1 .0 hrs $58.00 $ 58.00 Principal 2.0 hrs 68.00 136.00 Senior Professional 2.0 hrs 48.00 96.00 Clerical 1.0 hrs 17.00 17.00 307 .0° EXTRA WORK This Extra Work included initial discussions, meetings, and a site visit in preparation for developing a work programna Columbine Landfill Operation Plan. �or Labor 7Sr1Jent Manager 4.0 hrs $58.00 $ 232.00 Principal 4.5 hrs 68.00 306.00 Expenses Icle 40 mi . $ 0.25 10.00 TOTAL EARNED THIS PERIOD $ 855.00 Unpaid Previous Invoices 0.00 Service Charge (1.5% per month) 0.00 TOTAL AMOUNT DUE $ 855.00 '7 Previously Paid To-Date 0.00 TOTAL BILLED TO-DATE $ 454.00 }}y.daicc Cc, ts- kr (/ On -7W WARZYN ENQINEERINO INC w LA / CLAW WASTE SYSTEMS INC. 15 SPINNING WHEEL ROAD, HINSDALE, ILLINOIS 60521-2904 (312) 887-8181 November 20, 1985 Keirnes Corporation 1333 W. 120th Avenue Denver, Colorado 80234 SUBJECT: Greeley Landfill Greeley Colorado Gentlemen: Please be advised that Laidlaw Waste Systems Inc. has examined the above captioned landfill site. It is our opinion that this one hundred eight (108) acre permitted disposal site, with approximately six (6) million cubic yards of air space remaining would have a value of one million, five hundred thousand dollars ($1 ,500,000) . We would assume that the site is environmentally sound meeting all the applicable rule and regulations of the state of Colorado and Weld County. Sincerely, LAIDL WASTE SYSTEMS 1+ �e'1?i Lawrence J. rr Vice President Development THE AMERICAN APPRAISAL COMPANY - HEADQUARTERS 525 E.Michigan Street, P. O. Box 664 Milwaukee,Wisconsin 53201 414:271-7240 September 7 , 1983 RECE ► VED SEP 1 2 1983 Mr . Byron L. Keirnes Vice President Keirnes Corporation 1015 37th Avenue Court Greeley , Colorado 80633 Dear Mr . Keirnes : In addition to estimating the values of the common stock of Keirnes Corporation , expressed in our letter dated July 12 , 1983 , we have developed an opinion of the fair market value of the Greeley Landfill Site as a separate economic entity for consideration in your corpo- rate planning . Fair Market Value is defined as the estimated amount at which the Greeley Landfill Site as a separate economic entity might be ex- pected to exchange between a willing buyer and a willing , seller, neither being under compulsion, each having reasonable knowledge of all relevant facts , with equity to both , and with buyer and seller contemplating the continuation of the current operations. Estimates of the fair market value of the Greeley site were first developed considering the site to be unencumbered by any debt and then considering the equity interests of Keirnes Corporation in the Greeley Landfill Site on both majority and minority basis. Keirnes Corporation is engaged in the management of two wholly owned • subsidiaries , Colorado Landfill , Inc. and Pumping Technology Trans- portation , Inc . Colorado Landfill , formed in 1979 , currently op- erates three landfill sites in Weld County , Colorado. Pumping Technology was formed late in 1982 to collect, transport , and dis- pose of liquid wastes generated in the Denver Metropolitan Area. The Greeley Landfill Site , which is the subject of this letter, is currently operated by Colorado Landfill , Inc. and is expected to continue to operate as part of this subsidiary for the foreseeable future. THE AMERICAN APPRAISAL COMPANY Mr. Byron L. Keirnes -2- September 7 , 1983 Audited and unaudited financial statements were furnished for anal- ysis . This information , along with other records and documents pre- pared by the company , has been accepted, without investigation as correctly reflecting business operations and conditions. Before arriving at our opinions of value , we reviewed the landfill ' s historical operating statements , held discussions with management concerning financial results and business conditions , and considered: Current practices in the field of solid and liquid waste disposal Characteristics of waste generation and disposal in the areas that impact Keirnes Corporation Competitive environment in which Keirnes Corporation operates Local political and economic conditions Rates of return currently required by investors in companies with similar degrees of risk The contribution of the Greeley site to the combined operations based upon these and other considerations , it is our opinion that as of May 30 , 1983 , the amounts of TWO MILLION SIX HUNDRED THOUSAND DOLLARS ($2 , 600 , 000) , TWO MILLION ONE HUNDRED FIFTY THOUSAND DOLLARS ($2 ,150 ,000) , and ONE MILLION SIX HUNDRED THOUSAND DOLLARS ($1 ,600 ,000) reasonably represents the fair market values of the Greeley Landfill Site as if unencumbered by any debt the equity interest of the Keirnes Corporation in the Greeley Landfill Site on a majority basis , and on a minority basis , respectively. We have made no investigation of and assume no responsibility for the title to or any liabilities against the site appraised. Respectfully submitted, THE AMERICAN APPP ISAL COMPANY By, S . M. McClurg Vice President SMM:bak • • TICOR TITLE --� INSURANCE Commitment for Title Insurance TICOR TITLE INSURANCE COMPANY,(a stock company),a California corporation, herein called the Company,for a valuable consideration, hereby commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest covered hereby in the land described or referred to in Schedule A, upon payment of the premiums and charges therefor, all subject to the provisions of Schedules A and B and to the Conditions and Stipulations hereof. This Commitment shall be effective only when the identity of the proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A hereof by the Company, either at the time of the issuance of this Commitment or by subsequent endorsement. This Commitment is preliminary to the issuance of such policy or policies of title insurance and all liability and obligations hereunder shall cease and terminate one hundred eighty (180) days after the effective date hereof or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue such policy or policies is not the fault of the Company. This Commitment shall not be valid or binding until countersigned below by a validating signatory of the Company. Issued by: WELD COUNTY TITLE COMPANY 1221 - 8th Avenue Greeley, Colorado 80631 (303) 356-3232 TICOR TITLE INSURANCE COMPANY Metro (303) 623-3232 JJ By 4,,, c, President Attest Secretary Counter I ed 17 1 a G t �LK(/X ' • Validating a tory COPYRIGHT, 1966—AMERICAN LAND TITLE ASSOCIATION CAT NO. NNW71d Conditir "is anal Stopu.,atEons 1. The term mortgage, when used herein, shall include be only to the named proposed Insured and such parties deed of trust, trust deed, or other security instrument- included under the definition of Insured in the form of policy or policies committed for and only for actual loss 2. If the proposed Insured has or acquires actual knowl- incurred in reliance hereon in undertaking in good faith edge of any defect, lien, encumbrance, adverse claim or (a) to comply with the requirements hereof, or(b) to elimi- other matter affecting the estate or interest or mortgage nate exceptions shown in Schedule B, or (ci to acquire or thereon covered by this Commitment other than those create the estate or interest or mortgage thereon covered shown in Schedule B hereof, and shall fail to disclose such by this Commitment. In no event shall such liability exceed knowledge to the Company in writing, the Company shall the amount stated in Schedule A for the policy or policies be relieved from liability for any loss or damage resulting committed for and such liability is subject to the insuring from any act of reliance hereon to the extent the Company provisions, the Conditions and Stipulations, and the Exclu- is prejudiced by failure to so disclose such knowledge. If sions from Coverage of the form of policy or policies the proposed Insured shall disclose such knowledge to the committed for in favor of the proposed Insured which are Company or if the Company otherwise acquires actual hereby incorporated by reference and are made a part of knowledge of any such defect, lien, encumbrance, ad- this Commitment except as expressly modified herein. verse claim or other matter,the Company at its option may 4. Any action or actions or rights of action that the pro- amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liabil- posed Insured may have or may bring against the Com- ity previously incurred pursuant to Paragraph 3 of these pony arising out of the status of the title to the estate or Conditions and Stipulations. interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the 3. Liability of the Company under this Commitment shall provisions of this Commitment. • a . WELD COUNTY TITLE COMPANY 1221 8TH AVENUE, GREELEY, COLORADO 80631 (303) 356-3232 METRO 623-3232 * * * * * RE: Our Order No. : TE10082 If Questions , Please Ask For KATHY WOLKING Purported Address: UNKNOWN Current Owners : COLORADO LANDFILL, INC. , A COLORADO CORPORATION Proposed Owners: Tax Certificate Ordered: YES Survey Ordered: NO Original Commitment To: RON LAMBDEN OUR OFFICE WILL BE CLOSED THURSDAY, NOVEMBER 28TH AND FRIDAY, NOVEMBER 29TH FOR THANKSGIVING. HAVE A SAFE, ENJOYABLE HOLIDAY. COMMITMENT FOR TITLE INSURANCE * * * * * SCHEDULE A 1 . Effective Date: NOVEMBER 21 , 1985 @ 7: 00 A. M. RE: Our Order No. : TE10082 2. Policy or Policies to be issued: A. ALTA Owner's Policy Amount $ Proposed Insured: B. ALTA Loan Policy Amount$ 500,000.00 Proposed Insured: FIRST NATIONAL BNAK OF BOULDER C. ALTA Loan Policy Amount $ Proposed Insured: 3. The estate or interest in the land described or referred to in this Commitment and covered herein is a fee simple, and title thereto is at the effective hereof vested in: COLORADO LANDFILL, INC. , A COLORADO CORPORATION 4. The land referred to in this Commitment is described as follows : The W 1/2 SW 1/4 and the SE 1/4 SW 1/4 of Section 32, Township 5 North, Range 66 West of the 6th P.M. , Weld County, Colorado, excepting therefrom that parcel conveyed by deed recorded March 11, 1930 in Book 891 at Page 143. COMMITMENT FOR TITLE INSURANCE * * * * * SCHEDULE B Section 1 RE: Our Order No. : TE10082 REQUIREMENTS: The following are the requirements to be complied with: Item (a) Payment to or for the account of the grantors or mortgagors of the full consideration for the estate or interest to be insured. Item (b) Payment of all taxes , charges or assessments , levied and assessed against the subject premises which are due and payable. Item (c) The following instrument(s) must be properly executed and filed of record in the Official Land Records of Weld County, Colorado, to wit: 1 . Deed of Trust from COLORADO LANDFILL, INC. , A COLORADO CORPORATION to the Public Trustee for the use of FIRST NATIONAL BANK OF BOULDER. 2. Partial Release of Mortgage from COLORADO LANDFILL, INC. to UNITED BANK OF FORT COLLINS, NATIONAL ASSOCIATION, dated MARCH 1, 1980 and recorded MARCH 6, 1980, in BOOK 897 as RECEPTION NO. 1818904, for the land described herein. 3. Termination Statement for the Financing Statement from COLORADO LANDFILL, INC. Debtor, to UNITED BANK OF FORT COLLINS, AS TRUSTEE, Secured Party, filed on MARCH 19, 1985 as FILING NO. U199868. The above instrument also recorded in the Real Estate Records on MARCH 19, 1985 in BOOK 1062 as RECEPTION NO. 2002449. 4. Release Deed of Trust from COLORADO LANDFILL, INC. to the Public Trustee for the use of UNION COLONY BANK in the amount of $500,000.00, dated SEPTEMBER 13, 1985, and recorded SEPTEMBER 20, 1985 in BOOK 1085 as RECEPTION NO. 2025526. COMMITMENT FOR TITLE INSURANCE * * * * * SCHEDULE B Section 2 RE: Our Order No. : TE10082 EXCEPTIONS: The policy or policies to be issued will contain exceptions for defects , liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires of record for value the estate or interest or mortgage thereon covered by this Commitment; and exceptions to the following matters unless the same are disposed of to the satisfaction of the Company: 1. Rights or claims of parties in possession not shown by the public records. 2. Easements , or claims of easements , not shown by the public records. 3. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts which a correct survey and inspection of the premises would disclose and which are not shown by the public records. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished , imposed by law and not shown by the public records. 5. Taxes or special assessments which are not shown as existing liens by the public records . 6. Taxes for the year 1985, a lien, but not yet due or payable. *****NOTE: Please see Requirement Item b, Schedule B, Section 1. 7 . Rights of way and easements as now established and used, including but not limited to roads, ditches , pipe lines , power lines, telephone lines and reservoirs. 8. Right of way for COUNTY ROADS 30 feet wide on either side of section and township lines as established by ORDER OF THE BOARD OF COUNTY COMMISSIONERS FOR WELD COUNTY, recorded OCTOBER 14, 1889 in BOOK 86 at PAGE 273. 9. Terms, conditions and provisions of GREELEY-LOVELAND SHAREHOLDER'S DOMESTIC WATER AGREEMENT, recorded SEPTEMBER 10, 1963 in BOOK 489 as RECEPTION NO. 1416769. 10. Terms, conditions, provisions and obligations of Lease Agreement between COLORADO LANDFILL, INC. , A COLORADO CORPORATION (' 'COLORADO LANDFILL" ) , KEIRNES CORPORATION, A COLORADO CORPORATION ( ' 'PARENT" ) , AND BYRON KEIRNES, AN INDIVIDUAL ( ' 'KEIRNES ' ' ), Lessors , and BROWNING-FERRIS INDUSTRIES OF COLORADO, INC. , A COLORADO CORPORATION ( ' 'BFI ' ' ) , Lessee, recorded AUGUST 28, 1985 in BOOK 1082 as RECEPTION NO. 2022563. CONTINUED Exhibit .YQ Cl Item Heavy Equipment 1983 AL-JON 750 Trash Packer 1981 Rexnord 3-55 Trash Packer 1973 Rexnord 350 Trash Packer 1976 Case 1450 Dozer 1972 Cat D-8H Dozer 1976 I. H.C. 442 Scraper 1972 Galion 160B Grader 1979 Ford 340 TL Tractor/Loader with Box Scraper Trucks 1978 G. M.C. 1 Ton Service Truck 1973 I. H.C. F-1700 Tank Truck 1982 G.M.C. TK20903 Pickup 2-Axle Trailer I. H.C. Truck/Water Tank X ens-- ( \ .}��-. . .tea-LO y�,✓��"''-_-t. ui c,-�a-�.- :- - e .l,f '- —et—sr O 1 d �� TE10082 11. Reservation as contained in Patent recorded FEBRUARY 10, 1919 in BOOK 333 at PAGE 128, said reservation being as follows : Right of the proprietor of a vein or lode to extract and remove his ore therefrom should the same be found to penetrate or intersect the premises. Right of way for ditches and canals constructed by the authority of the United States. 12. Mineral Deed from ROBERT RUSSELL and ELLEN RUSSELL to LOREN D. SWAYNE and DOROTHY R. SWAYNE conveying AN UNDIVIDED 1/8 INTEREST IN AND TO ALL OF THE OIL, GAS AND OTHER MINERALS IN AND UNDER AND THAT MAY BE PRODUCED FROM SAID LANDS recorded egress a 5, 1956 in BorK 1he6pp GE of36, together with the rightmining, drilling and exploringf lsaidss and lands oreo at all, tand for h the purpose for oil, gas , and other minerals and removing the same therefrom; and any interests therein, assignments or conveyances thereof. L OIL, AS ND OTHER 13. LReservaion of AN OCATEDt IN, ON OR UNDER ITHE ABOVE NDESCRIBED PREMISESLOR THAT GMAY ABE PRODUCED N LS AND SAVED THEREFROM as contained in instrument from ROBERT RUSSELL AND ELLEN RUSSELL recorded MARCH 2, 1964 in BOOK 508 as RECEPTION NO. 1430417, and any interests therein, assignments, or conveyances thereof. 14. Reservation of AN UNDIVIDED 1/4 INTEREST IN AND TO ALL OIL, GAS AND OTHER MINERALS LOCATED IN, ON, OR UNDER THE ABOVE DESCRIBED PREMISES THAT MAY BE PRODUCED THEREFROM as contained in instrument from JOSEPH W. BROUGH, JR. recorded DECEMBER 20, 1965 in BOOK 556 as RECEPTION NO. 1478112, and any interests therein, assignments, or conveyances thereof.TEREST IN AND T L S ND OTHER MINERALS 15. Reservaion of AN UNDIVED 1/4 LOCATEDt IN, ON OR NDERITTHE ABOVE NDESCRIBED PREMISESL THAT LMAY ABEAPRODUCED THEREFROM as contained in instrument from DOS RIOS, INC. recorded OCTOBER 21 , 1971 in BOOK 655 as RECEPTION NO. 1577336, and any interests therein, assignments , or conveyances thereof. 16. Reservation of AN UNDIVIDED INTEREST IN AND TO ALL OIL, GAS AND OTHER MINERALS LOCATED IN, ON, OR UNDER THE ABOVE DESCRIBED PREMISES THAT MAY BE PRODUCED THEREFROM,NOT HERETOFORE RESERVED OR CONVEYED as contained in instrument from MOFFAT & SON, INC. recorded JANUARY 29, 1973 in BOOK 684 as RECEPTION NO. 1606200, and any interests therein, assignments, or conveyances thereof. TE10082 Re: Commitment No. FINAL AFFIDAVIT AND AGREEMENT STATE OF COLORADO 55. COUNTY OF WELD • UNKNOWN Re: Real Estate and improvements located at -- in the County of WELD State of Colorado, and more particularly AS SHOWN IN THE ABOVE REFERENCED COMMITMENT, A COPY OF WHICH described as follows, to wit: IS ATTACHED HERETO COLORADO LANDFILL, INC. , A COLORADO CORPORATION , as the General Contractor and/or as owner for the improvements located on the herein described property,being first duly sworn on oath,for the purpose of inducing Ticor Title Insurance Company to issue a Loan Policy of Title Insurance in connection with the property described in said Commitment, without exception as to mechanics' or other statutory liens, or any rights thereto, where no notice of such liens or rights appear of record,does hereby make the following representa- tions to Ticor Title Insurance Company with full knowledge and intent that said company shall rely thereon: 1. That all persons, firms and corporations, including the General Contractor, and all subcontractors who have furnished services, labor or materials, according to plans and specifications or otherwise, used in connection with the construction of improvements on the real estate herein described, have been paid in full. 2. That no claims have been made to either of the undersigned, nor is any suit now pending on behalf of any contractor,subcontractor, laborer or materialman, and that no chattel mortgages,conditional bills of sale,security agreements or financing statements have been made, or are now outstanding as to any materials, appliances. fixtures, or furnishings placed upon or installed in said premises. 3. That all of the improvements constructed on the real estate herein described were completed on or before 19 The undersigned further does hereby agree to protect,defend and save harmless the mortgagee and Ticor Title Insurance Company against any and all liability, loss, damage, costs and attorney's fees by reason of any claim or liens for services, labor or materials used in connection with the construction of said improvements. The foregoing instrument was acknowledged, subscribed and sworn to before me this day of 19 , by as General Contractor and as Owner. Witness my hand and official seal. My commission expires • Notary Public 5121 (1-64) TICOR R TITLE INSURANCE Commitment for Title Insurance TICOR TITLE INSURANCE COMPANY,(a stock company),a California corporation, herein called the Company,for a valuable consideration, hereby commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest covered hereby in the land described or referred to in Schedule A,upon payment of the premiums and charges therefor, all subject to the provisions of Schedules A and B and to the Conditions and Stipulations hereof. This Commitment shall be effective only when the identity of the proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A hereof by the Company, either at the time of the issuance of this Commitment or by subsequent endorsement. This Commitment is preliminary to the issuance of such policy or policies of title insurance and all liability and obligations hereunder shall cease and terminate one hundred eighty (180) days after the effective date hereof or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue such policy or policies is not the fault of the Company. This Commitment shall not be valid or binding until countersigned below by a validating signatory of the Company. Issued by: WELD COUNTY TITLE COMPANY 1221 - 8th Avenue Greeley, Colorado 80631 (303) 356-3232 TICOR TITLE INSURANCE COMPANY Metro (303) 623-3232 By +.4 litztc President Attest a9 Secretary Counters ned: ,b By Validating S'ln:tory COPYRIGHT, 1966-AMERICAN LAND TITLE ASSOCIATION CAT. NO. NN00324 TO 1423 (9-84) Ame,ican Land TitH Association Commitment — 1966 ESCROW FILE TE 10083A DATE 12-3-85 Weld County Title Company (hereinafter sometimes referred to as "the Company") , as Escrow Agent, hereby agrees to act as the Escrow Agent depositary for instruments or funds , as specified below, deposited with it by the parties to this agreement other than the Company under terms and conditions set forth herein. PARTIES The names and addresses of the parties to this escrow are as follows: Name Address Weld County Title Company 1221 - 8th Ave. #F, Greeley, CO. Western Disposal , Inc. 2560 - 49th St, Boulder, CO 80301 Waste Services , Inc. 1253 - 49th Ave. , Greeley, CO 80654 Union Colony Bank 1701 - 23rd Ave. , Greeley, CO 80631 1st Natl . Bank in Boulder P. 0. Box 59, Boulder, CO 80302 Colorado Landfill , Inc. 2560 - 49th St. , Boulder, CO 80654 All written correspondence or notices required by this agreement will be sent by United States mail to the above specified addresses unless the Company is provided with changes of address in writing. GENERAL CONDITIONS OF ESCROW This escrow is subject to the GENERAL PROVISIONS, which are attached hereto and incorporated herein by reference. DEPOSITS The following items are deposited herewith: 1 . Commitment for Title Insurance, Ticor Title Insurance Company, Issued by Weld County Title Company , Order #TE 10083A, committing to insure a 1st Deed of Trust for the benefit of the 1st National Bank in Boulder. 2. Copy of Agreement dated December 3, 1985 by and between Waste Services , Inc. and Colorado Landfill , Inc. (the Agreement) 3. Funds in the amount of $1 ,120,000.00 (the Funds) to be held by Escrow Agent in a fiduciary account at a depositary bank, to be determined by Escrow Agent. 4. Redemption Letter. ESCROW FILE NO. TE 10083A Page 2 r .' DATE 12-3-85 INSTRUCTIONS 1 . Escrow Agent shall hold the documents set forth as Numbers 1 , 2, and 4 above under DEPOSITS and the Funds until January 17 , 1986, unless directed to take action as set forth herein before January 17 , 1986 , and unless extended by the parties. 2. Escrow Agent shall deposit the Funds in an interest bearing fiduciary account at depositary bank. Fiduciary account shall be in the name of Escrow Agent. 3. Depositary bank shall pay all interest from the above-mentioned account directly to Waste Services , Inc. 4. Escrow Agent is hereby directed: A. Upon satisfaction of the items represented by Paragraphs 2 and 3 of Section 1 , of Schedule B of the Ticor Title Commitment (item 1 of Deposits) and upon written notice from Colorado Landfill , Inc. and Waste Services , Inc. that Colorado Landfill , Inc. , and any related Corporate entity, has been released an an obligor from the obligation secured by the encumbrances described in Paragraphs 2 and 3, Ticor Title Commitment, Escrow Agent shall release all documents and the Funds to Waste Service, Inc. B. Failing A, if, by January/7, 1986 , items represented by Paragraphs 2 and 3 of Section 1 of Schedule B of the Ticor Title Commitment have not been satisfied, and written notice , as described in 4(A) above, has not been received, Escrow Agent shall : 1 . Direct depositary bank to pay the Funds as necessary to United Bank of Fort Collins in order to pay the encumbrances set forth in the requirements of Paragraphs 2 and 3 of Section One, Schedule B of the Ticor Title Commitment, and release those requirements. Further, Escrow Agent will send to United Bank of Fort Collins Letter of Redemption pursuant to Article 7 of the Trust Indenture between United Bank of Fort Collins and Weld County. Any amounts not necessary to pay the encumbrances shall be returned by depositary bank to Waste Services, Inc. Further, Escrow Agent shall release the remainder of the documents to Colorado Landfill , Inc. C. Failing A and B, if United Bank of Fort Collins refuses to accept the Funds and release items listed as in Paragraphs 2 and 3 of Ticor Title Commitment, mentioned above, the Funds shall be placed in a fiduciary account at 1st National Bank in Boulder to be used for the sole purpose of retiring the obligation set forth in Paragraphs 2 and 3 of the Ticor Title Commitment (mentioned above). ESCROW FILE NO. TE 10083A Page 3 DATE 12-3-85 5. Parties agree that the time of this escrow may be extended and the terms modified by written agreement of all of the parties. Executed by the following: ESCROW AGENT Weld County„,Tit e Company By: e T/- *,� Western Disposal , Inc. Its Colorado Landfill , Inc. gy24 ig4-4 Waste Services, Inc.It By Its First National Bank in Boulder By �,./14.a,:—_/ �1� � Union olon Bank By • EXIIIIBIT 1 GENERAL PROVISIONS 1. The Instructions may be supplemented, altered, amended, modified or revoked by writing only, signed by all parties hereto, and approved by the Escrow Agent, upon payment of all fees, costs and expenses incident thereto. 2. No assignment, transfer, conveyance or hypothecation of any right, title or interest in and to the subject matter of this Escrow shall be binding upon the Escrow Agent unless written notice thereof shall be served upon the Escrow Agent and all fees, costs and expenses incident thereto shall have been paid and then only upon the Escrow Agent 's assent thereto in writing. J. Any notice required or desired to be given by the Escrow Agent to any party to this Escrow may he given by mailing the same addressed to such party at the address given below the signature of such party or the most recent address of such party shown on the records of the Escrow Agent, and notice so mailed shall for all purposes hereof be as effectual as though served upon such party in person at the time of depositing such notice in the mail. 4. The Escrow Agent may receive any payment called for hereunder after the due date thereof unless subsequent to the due date of such payment and prior to the receipt thereof the Escrow Agent shall have been instructed in writing to refuse any such payment. 5. The Escrow Agent shall not be personally liable for any art it may do or omit to do hereunder as such agent, while acting in good faith and in the exercise of its own best judgment , and any act done or omitted by it pursuant to the advice of its own attorneys shall be conclusive evidence of such good faith. 6. The Escrow Agent is hereby expressly authorized to disregard any and all notices or warnings given by any of the parties hereto, or by any other person, firm or corporation, excepting only orders or process of court, and is hereby expressly authorized to comply with and obey any and all process, orders, judgments or decrees of any court, and in ease the Escrow Agent obeys or complies with any such process, order, judgment or decree of any court it shall not he liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such process, order, judgment or decree be subsequently reversed, modified, annulled, set aside or vacated, or found to have been issued or entered without jurisdiction. 7. In consideration of the acceptance of this escrow by the Escrow Agent, the undersigned agree jointly and severally, for themselves, their heirs, legal representatives, successors and assigns, to pay the Escrow Agent its charges hereunder and to indemnify and hold it harmless as to any liability by it incurred to any other person, firm or corporation by reason of its having accepted the same, or its carrying out any of the terms thereof, and to reimburse it for all its expenses, including, among other things, counsel fees and court costs incurred in connection herewith; and that the Escrow Agent shall have a first and prior lien upon all deposits made hereunder to secure the performance of said agreement of indemnity and payment of its charges and expenses, hereby expressly authorizing the Escrow Agent, in the event payment is not received promptly from the undersigned, to deduct such charges and expenses, without previous notice, from any funds deposited hereunder. Escrow fees or charges, as distinguished from other expenses hereunder; shall be as written above the Escrow Agent's signature at the time of the acceptance hereof. 8. The Escrow Agent shall be under no duty or obligation to ascertain the identity„ authority or rights of the parties executing or delivering or purporting to execute to deliver these instructions or any documents or papers or payments deposited or called for hereunder, and assumes no responsibility or liability for the validity or sufficiency of these instructions or any documents or papers or payments deposited or called for hereunder. 9. The Escrow Agent shall not be liable for the outlawing of any rights under any statute of Limitations or by reason of laches in respect to the Instructions or any documents or papers deposited. 10. In the event of any dispute between the parties hereto as to the facts of default , the validity or meaning of these instr-ctions or any other fact or matter relating to the transaction between the parties, the Escrow Agent is instructed as follows: That it shall be under no court, or until it has been adequately indemnified obligation to act, except to its full satisfaction, and shall dsustain no liability for its failure to act pending such process or court order or indemnification; (b) That it may in its sole and absolute discretion, deposit the property described herein or so much thereof as remains in its hands with the then Clerk, or acting Clerk of the District Court, State of Colorado in whose jurisdiction the subject property lies, and interplead the parties hereto, and upon so depositing such property and firing its complaint in interpleader it shall be relieved of all liability under the terms hereof as to the property so deposited, and furthermore, the parties hereto for themselves, their heirs, legal representatives, successors and assigns do hereby submit themselves to the jurisdiction of said court and do hereby appoint the then Clerk, or acting Clerk of said court as their Agent for the service of all process in connection with such proceedings. The institution of any such interpleader action shall not impair the rights of the Escrow Agent under paragraph 7 above. 11. If the subject matter of this escrow consists in whole or in part of funds, the same shall not be comingled by the Escrow Agent with its own funds; provided, however, that anything contained in the Escrow Agreement of which these General Provisions are made a part, to the contrary notwithstanding, the Escrow Agent shall NOT BE REQUIRED TO DEPOSIT THE SAME IN ANY INTEREST BEARING OR INCOME PRODUCING ACCOUNT, AND SHALL NOT IN ANY WAY BE LIABLE TO ANY Or THE ' TO TILE ESCROW AGREEMENT FOR THE PAYMENT OF INTEREST UPON SAID FUNDS fog Inc PERIOD DURING WHICH THEY ARE HELD h1 The ESURUW AGENT. It is intended that the provisions hereof shall supersede any other terms, conditions, covenants or provisions contained in the Escrow Agreement which expressly or by implication are in conflict herewith. FINANCIAL STATEMENTS AND AUDITORS' REPORT KEIRNES CORPORATION AND SUBSIDIARIES November 30 , 1984 and 1983 KOSMICKI COMPANY Certified Public Accountants COLORADO LANDFILL, INC. Balance Sheet October 31 , 1985 (for internal use only) Assets Current Assets Cash $ 1 ,358 Accounts Receivable, Less Allowance for Doubtful Receivables of $2000 (61 ,668) Other Receivables 4,104 Investments with trustee 76,423 Inventory - Supplies 3,063 Total Current Assets 23,280 Property and Equipment - at cost $1 ,548,833 Land and improvements 474,001 3 Buildings Machinery and Equipment 1 ,702,640 Furniture 15,207 3,740,681 Less Accumulated Depreciation and Depletion 1 ,167,540 2,573,141 Other Assets Note Receivable 37,200 Water Rights 76,800 Organization and Industrial Development Bond Issue costs, less accumulated amortization of $45066 109,560 Deposits 6,247 Intercompany Receivables 1 ,296,684 1 ,526,491 $4,122,912 Liabilities Current Liabilities Note Payable - Bank $ 28,121 Current Maturities of long-term debt 333,241 Accounts Payable 152,422 Accrued Liabilities 146,551 Total Current Liabilities 660,335 Long-Term Debt, Less Current Maturities 2,195,437 Stockholder's Equity Common Stock - Authorized, 100,000 shares of $1 par value; issued and outstanding 100,000 Shares $ 100,000 Capital in excess of par value 88,511 188,511 Retained Earnings $1 ,078,629 1 ,267,140 $4,122,912 COLORADO LANDFILL INC. Statement of Earnings and Retained Earnings Eleven Months Ended October 31 , 1985 (for internal use only) Revenues Landfill Fees , Less Discounts Given $1 ,473,828 Interest and Other Income 11 ,134 1 ,484,962 Costs and Expenses Operating Expenses $1 ,137,875 Interest 196,292 Loss on Sale of Assets 23,394 1 ,357,561 NET EARNINGS 127,401 Retained Earnings at Beginning of Period 951 ,228 Retained Earnings at End of Period $1 ,078,629 FINANCIAL STATEMENTS AND AUDITORS' REPORT KEIRNES CORPORATION AND SUBSIDIARIES November 30, 1984 and 1983 - CONTENTS Page AUDITORS' REPORT 3 CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEETS 4 STATEMENTS OF EARNINGS 5 STATEMENTS OF STOCKHOLDERS' EQUITY 6 STATEMENTS OF CHANGES IN FINANCIAL POSITION 7 NOTES TO FINANCIAL STATEMENTS 8 SUPPLEMENTAL INFORMATION AUDITORS' REPORT ON SUPPLEMENTAL INFORMATION 17 CONSOLIDATING BALANCE SHEET 18 CONSOLIDATING STATEMENT OF EARNINGS 20 CONSOLIDATING SCHEDULE OF OPERATING EXPENSES 21 KOSMICKI COMPANY Certified Public Accountants Board of Directors Keirnes Corporation We have examined the consolidated balance sheets of Keirnes Corporation (a Colorado corporation) and subsidiaries as of November 30, 1984 and 1983, and the related consolidated statements of earnings , stockholders' equity and changes in financial position for the years then ended. Our examinations were made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. In our opinion, the financial statements referred to above present fairly the consolidated financial position of Keirnes Corporation and subsidiaries at November 30, 1984 and 1983, and the consolidated results of their operations and changes in their financial position for the years then ended, in conformity with generally accepted accounting principles applied on a consistent basis . 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Keirnes Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF EARNINGS Year ended November 30, 1984 1983 Revenues Landfill fees $3 ,421 ,852 $2,231 ,479 Service fees 326,071 316,835 Interest and other income 18 ,118 35 ,985 Gain on sale of assets 2 ,079 -- 3 ,768 ,120 2 ,584 ,299 Costs and expenses Operating expenses 2, 514,747 1 ,769,899 Interest Operations 238, 630 265,371 Stock redemption 610 ,377 181,871 Loss on sale of assets -- 33 ,755 3, 363,754 2, 250 ,896 Earnings from continuing operations before income income taxes 404 ,366 333 ,403 Income taxes (notes A5 and E) Currently payable 79,200 30,400 Deferred 32, 300 64, 600 111 ,500 95 ,000 Earnings from continuing operations 292,866 238 ,403 Discontinued operations (note H) Loss from operations of discontinued subsidiary, less $10 ,800 applicable income tax benefit ( 11,437) (12, 637) Loss on disposal of discontinued subsidiary, less $10,900 applicable income tax benefit ( 11, 565) -- NET EARNINGS $ 269 ,864 $ 225,766 The accompanying notes are an integral part of these statements . 5 Keirnes Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF DEFICIT IN STOCKHOLDERS' EQUITY Capital in excess Retained Common of par earnings • Treasury stock value ( deficit) stock Total Balance at December 1 , 1982 $100,000 $88 ,511 $ 32 ,349 $ -- $ 220 ,860 Cost of 66 ,284 shares of common stock acquired for treasury -- -- -- ( 4 , 639,880) ( 4, 639, 880) Net earnings for the year -- -- 225,766 -- 225 ,766 Balance at November 30, 1983 100 ,000 88 ,511 258 ,115 ( 4 ,639 ,880) ( 4 ,193 ,254 ) Cost of 16 ,858 shares of common stock acquired for treasury -- -- -- (1 ,180,060) ( 1 , 180,060) Net earnings for the year -- -- 269 ,864 -- 269 ,864 Balance at November 30, 1984 $100 ,000 $88 ,511 $527 ,979 $ ( 5,819 ,940) $ ( 5 ,103 ,450 ) The accompanying notes are an integral part of these statements . 6 COO\ N WM 1!101 O 1oO47r O01 C M tom M0101r• O O 1001 CA0100 C CO Or-I001CNN N O 01 CO1- N V' V n as r-1 NOONM .-I N O Net C0OC0O re N M N ..- 01 (11 141 01e' r101 N v v v v v N V. .-1 N V) 10 N 01 r o rl r4 V' O CO V 0110r-1I- N r1 r-1 0 O I N 01 10 CO C V' r1 10 V1 r-1 N CO N O CO I O 10 O r1 V CO Cr) r-1 Cr) CO V' v In In M rI N O r n r-I ....1D CO ,--1 N O 1.1 .--101 ,--1 (" *-- ..-I .-1 %- ..i en (r in cr. 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V} It >1 C W V U O co C 0 7 I- •r1 1) 0 7 a-) It A a-1 '0 a) --4 a C N E U• o1 N W d 03 4) C) E E 1+ a a) C -- 1a 'CI U C '0 a I.+ a) A a--' a V' •r1 a) 0 .r1 ri -4 a) c O W O a 14.4 > a U > I W ro c 4-1 14 7 •r1 O N 0 0 (/) 0 +) i 0' a) I 0 C 01 +) C) N 1a 'r1 la a) N •r1 C) .0 01 ua 2 C a.) a) a.) a) X a a N r- 01 '0 r-1 to E) a a) a i- -4 •r1 0 r-1 O r-1 Ia C C .0 W a) N '0 0 '0 0 .4 10 7 C a C 1a aJ ra •r1 >r .-1 O 1a 0 a) U C a) rI U a a.) C a) -- (A b 7 .0 03 .H > W (a 0 E 0 C .r1 ..a W 71 (1) aJ a -- aJ a) •r1 144 W 01 W saw 43 3 Keirnes Corporation and Subsidiaries NOTES TO FINANCIAL STATEMENTS November 30, 1984 and 1983 NOTE A - NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES The company is engaged in the disposal of solid waste through sanitary landfill operations . The company also provides ser- vices for the management of liquid waste materials. A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial state- ments follows . 1 . Principles of consolidation The accompanying financial statements include the accounts of Keirnes Corporation and its wholly-owned subsidiaries , Colorado Landfill, Inc. , Pumping Technology Transportation, Inc. and Environmental Systems , Inc. , (formed July 1, 1983) . All significant intercompany accounts and transactions have been eliminated in consolidation. 2. Reclassification Certain November 30, 1983, financial statement items have been reclassified for comparative purposes . 3 . Inventory — supplies Supplies consist primarily of fuel oil which is stated at the lower of cost or market ; cost is determined using the first-in , first-out method. 4 . Depreciation, depletion and amortization Depreciation and amortization are provided for in amounts suf- ficient to relate the cost of depreciable assets to operations over their estimated service lives , utilizing straight-line methods . Leased property under capital leases is amortized over the life of the respective lease . Landfill site airspace , which consists of land cost and improvements less estimated land salvage value , is depleted as consumed during the land- fill 's useful life. Costs relating to the issuance of industrial development bonds of $152,876 and organization costs of $2,984 are being amor- tized over 20 and 5 years , respectively, utilizing the straight-line method. 8 Keirnes Corporation and Subsidiaries NOTES TO FINANCIAL STATEMENTS - CONTINUED November 30, 1984 and 1983 NOTE A - NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES - Continued 4. Depletion, depreciation and amortization - continued The excess of cost over net assets acquired, goodwill, of $81, 241, is being amortized over 40 years using the straight- line method. Amounts charged to continuing operations consist of the following: 1984 1983 Depletion of landfill site airspace $ 15 ,820 $ 14 ,679 Depreciation and amortization of property and equipment 389 ,191 326 ,857 Amortization of organization costs and industrial development bond issue costs 7 ,965 8 ,136 Amortization of cost of customer contracts -- 23, 349 Amortization of goodwill 2,028 2,028 $415 .004 $175 ,049 5 . Investment tax credits Investment tax credits are accounted for by the flow-through method which recognizes the credits as reductions of income tax expense in the year utilized. NOTE B - RELATED PARTY TRANSACTIONS As discussed in note G, stock was redeemed from various family members of the sole stockholder during the years ended November 30, 1983 and 1984. Interest paid to the related parties amounted to $610, 377 and $181, 871 in the years ended November 30 , 1984 and 1983, respectively. Two customers of a subsidiary constituted 25.1% of consolidated sales of the company for the year ended November 30, 1984. For the year ended November 30, 1983 one customer constituted 14.9% of consolidated sales of the company. The notes receivable from stockholder were due in one year with interest at 10% . These notes were paid during the year ended November 30, 1984. 9 Keirnes Corporation and Subsidiaries NOTES TO FINANCIAL STATEMENTS - CONTINUED November 30, 1984 and 1983 NOTE C - NOTE PAYABLE - BANK The note payable to a bank is the utilized portion of a $200,000 line of credit . The note is due August 1985, plus interest at 1 .5% over the bank' s prime rate. The prime rate was 11.25% at November 30, 1984 and 11 .0% at November 30, 1983. The note is secured by accounts receivable, a certain note receivable and the stock of a subsidiary. NOTE D - LONG-TERM DEBT Balance at November 30, Current Due in 1984 maturities later years Former stockholders , 12% , payable in monthly installments of $58 ,200 interest only through September 1988 and monthly installments of $83 ,600 including interest through 1998, unsecured, (note G) $5 ,577 ,559 $ -- $5 ,577 ,559 Industrial development bonds , 7 . 25% to 7. 50% , interest payable semi-annually, principal due annually through 2000, secured by machinery and equipment, water rights and real estate , guaran- teed by the Small Business Admin- istration and certain related parties . Funded through monthly payments to a trustee of $10, 520 plus earnings of the trust 1 ,160 ,000 40 ,000 1 ,120 ,000 Special improvement district assessment, 9.225%, interest pay- able semi-annually, principal due annually through 1995, secured by road improvement 950 ,000 50 ,000 900 ,000 Bank , payable in monthly install- ments of $3, 646 plus interest at 2% over the prime rate of a Texas bank, 11. 25% at November 30, 1984, due October 1988, secured by a scraper 171,354 43,750 127,604 10 Keirnes Corporation and Subsidiaries NOTES TO FINANCIAL STATEMENTS - CONTINUED November 30, 1984 and 1983 NOTE D - LONG-TERM DEBT - Continued Balance at November 30, Current Due in 1984 maturities later years Financial corporation, payable in monthly installments of $5 ,440 including interest at 13. 5% , due February 1988 , secured by a dozer 170 ,975 44 ,906 126 ,069 Bank , payable in monthly install- ments of $3, 203 plus interest at 2% over the prime rate of a Texas bank, 11. 25% at November 30, 1984 , due February 1986, secured by Al-Jon compactor 163,315 38,440 124,875 Financial corporation, payable in monthly installments of $3 ,335 plus interest at 2.75% over the prime rate of a New York bank , 11. 5% at November 30, 1984, due May 1988 , secured by Al-Jon com- pactor 140,006 39,996 100,010 Financial corporation, payable in monthly installments of $9 ,070 including interest at 14% , due December 1985, secured by scrapers and grader 101, 056 101,056 -- Corporation, payable in annual installments of $21 ,840 plus interest at 12% , due January 1988 , secured by the company ' s stock 87,360 21,840 65, 520 Financial corporation, payable in monthly installments of $4 ,215 plus interest at 2. 75% over the prime rate of a New York bank , 11. 5% at November 30, 1984, due March 1987 , secured by dozers , trucks, a scraper and crawler 84,075 50,571 33,504 11 Keirnes Corporation and Subsidiaries NOTES TO FINANCIAL STATEMENTS - CONTINUED November 30, 1984 and 1983 NOTE D - LONG-TERM DEBT - Continued Balance at November 30, Current Due in 1984 maturities later years Individual, payable in monthly installments of $1 ,035 including interest at 12% , due September 1987 , secured by the company' s stock 29,688 9,353 20, 335 Bank, payable in monthly install- ments of $210, including interest at 13. 5%, due August 1991, secured by a trailer house 11 ,990 1 ,179 10 ,811 GMAC , payable in monthly install- ments of $355 including interest at 13 .9% , due February 1988, secured by a vehicle 11,111 4,380 6,731 Finance corporation, payable in monthly installments of $267 including interest at 16%, due November 1988 , secured by tele- phone system 9 ,712 1,763 7,949 GMAC, payable in monthly install- ments of $485 including interest at 11. 9% , due July 1986, secured by a vehicle 8 ,790 5 ,070 3 ,720 GMAC, payable in monthly install- ments of $400 including interest at 11.9% , due July 1986, secured by a vehicle 7 ,231 2,850 4, 381 GMAC, payable in monthly install- ments of $310, including interest at 15. 25%, due November 1986, secured by a vehicle 6 ,428 2 ,534 3 ,894 12 Keirnes Corporation and Subsidiaries NOTES TO FINANCIAL STATEMENTS - CONTINUED November 30, 1984 and 1983 NOTE D - LONG-TERM DEBT - Continued Balance at November 30, Current Due in 1984 maturities later years Finance corporation, payable in monthly installments of $845 including interest at 14% , due February 1985, secured by & grader 1 ,653 1 , 653 -- $8 ,692, 303 $459, 341 $8, 232,962 At November 30, 1983, long-term debt consisted of : Former stockholders $4 ,590 ,759 Industrial development bonds 1 ,200, 000 Installment notes payable 838 ,160 Note payable related party 27,323 6 ,656 ,242 Less current maturities 355, 540 $6, 300,702 Aggregate maturities of long-term debt are as follows : November 30, 1985 $ 459,341 1986 487 ,923 1987 332,017 1988 327 ,810 1989 476, 807 Later years 6 , 608 , 405 $8 .692,303 13 Keirnes Corporation and Subsidiaries NOTES TO FINANCIAL STATEMENTS - CONTINUED November 30, 1984 and 1983 NOTE E - INCOME TAXES The principal differences between income tax expense reported on the financial statements and expected income tax expense computed utilizing statutory rates are the result of (a) capital losses which are only deductible for tax purposes to the extent of capital gains , ( b) utilization of investment tax credits (c) officer life insurance premiums and amortization of goodwill which are not deductible for income tax purposes and (d) graduated tax rates applied to taxable income. The company provides for deferred income taxes resulting from reporting certain transactions for income tax purposes in different periods than for financial statement purposes . These differences arise from using accelerated short life depreciation methods for tax purposes and straight-line longer life depreciation methods for financial reporting purposes , and deducting a limited amount of contributions in the current year for income tax purposes. NOTE F - COMMITMENTS The following is a schedule by years of minimum rental commitments , excluding sublease income, under operating leases which expire at various dates through 1987. Year ending November 30 1985 $ 79 ,035 1986 58,947 1987 19 ,581 Total minimum payments required $157, 563 Rent expense for operating leases in 1984 and 1983 was $120 ,044 and $37 ,228, respectively. NOTE G - STOCK REDEMPTIONS In August 1983 and June 1984 , the company redeemed 66 ,284 and 16 ,858 shares, respectively, of its outstanding common stock by issuing notes in the amount of $4 ,639 ,880 and $ 1 ,180 ,060 (notes B and D) . The stock value for the transaction was determined by an independent appraisal. The appraisal utilized forecasts of future waste volumes for the sanitary landfill sites owned by the company. The volumes and the associated operating costs were discounted to determine a present market value for the company. 14 Keirnes Corporation and Subsidiaries NOTES TO FINANCIAL STATEMENTS - CONTINUED November 30, 1984 and 1983 NOTE H - DISCONTINUED OPERATIONS On March 16, 1984, 100% of the stock of the subsidiary, Environmental Systems, Inc. , was sold. Operating results are shown separately as discontinued operations in the accompanying consolidated statements of earnings . NOTE I - SUBSEQUENT EVENTS In December 1984, a competing landfill was opened next to the Columbine site of Colorado Landfill, Inc. , which serves the Denver metro area. The two customers described in note B and several smaller customers have discontinued using the Columbine site in favor of the competing landfill and its lower prices. To diversify in light of the new market conditions at the Columbine site, Keirnes Corporation acquired all of the outstanding stock of a corporation engaged in the collection of solid waste in the Denver metro area. The acquired company has sales of approximately $3,000,000 (unaudited) and total assets of approximately $1,500,000 (unaudited) . The total acquisition price of $505,000 includes a cash payment on date of purchase of $30,000 and the issuance of a note to the former owners for $475,000 payable monthly over 10 years at 12%. 15 SUPPLEMENTAL INFORMATION AUDITORS' REPORT ON SUPPLEMENTAL INFORMATION Board of Directors Keirnes Corporation Our examination was made for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole of Keirnes Corporation and subsidiaries for the year ended November 30, 1984, which are presented in the preceding section of this report. The supplemental information presented herein- after is presented for purposes of additional analysis and is not a required part of the basic consolidated financial statements. Such information has been subjected to the audit procedures applied in the examination of the basic consolidated financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic consolidated financial state- ments taken as a whole. 6fr , Q4 .? 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WITNESSETH WHEREAS , CLI owns certain real property on which a landfill commonly known as the Greeley Landfill which real property is described as follows: The W 4 SW $ and the SE $ SE $ of Section 32 , Township 5 North, Range 66 West of the 6th P.M. , Weld County, Colorado, excepting therefrom that parcel conveyed by deed recorded March 11 , 1930 in �I� Book 89L at P ge 143 -, and oy/fcr W./7-4,- v-.-i� 3, f'�'3 P..J2ate • A/a �T Op4i.re.�� .-A &. S.Lti £.da.1 /2).P <7 oy t. siec- a--6 [La. Gr....-d e fi.—ay .-P n "n.._5' .1.1"4 ..td. J WHEREAS , CLI is the lessee of certain real property on which a landfill commonly known as the Eaton Landfill is located, a copy of which lease is attached hereto as Exhibit "A" ; and WHEREAS , WSI desires to acquire both the Greeley Landfill and the Eaton Landfill along with related equipment, vehicles , and fixtures from CLI. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: I . Property to be Transferred. At closing CLI shall transfer to WSI the following: A. Greeley Landfill . CLI shall convey by general warranty deed the real property described in the first "whereas" clause free and clear of all liens and encumbrances , except for the following which WSI assumes and agrees to pay: 1 . Mortgage from COLORADO LANDFILL, INC. to UNITED BANK OF FORT COLLINS , NATIONAL ASSOCIATION, dated MARCH 1 , 1980 and recorded MARCH 6 , 1980 , in BOOK 897 at RECEPTION NO. 1818904 . 2 . Financing Statement from COLORADO LANDFILL, INC. , debtor , to UNITED BANK OF FORT COLLINS , AS TRUSTEE, Secured Party, filed on MARCH 19 , 1985 at FILING NO. U199868. The above instrument also recorded in the Real Estate Records on MARCH 19 , 1985 in BOOK 1062 at RECEPTION NO. 2002449 . and subject to the terms set forth as exception under Schedule B of Ticor Title Insurance Commitment, order no. TE 10082, attached hereto as Exhibit "B. " B. Eaton Landfill . CLI will transfer to WSI without warranty all of its right, title, and interest in and to the Exhibit "A" lease and without representation as to its term or assignability. C. Vehicles and Equipment . CLI will convey to WSI the vehicles and equipment described in Exhibit "C" free and clear of all encumbrances . D. Fixtures . All buildings , structures , improvements , and the like of a permanent nature affixed to the realty located on either the Greeley Landfill site or the Eaton Landfill site shall be transferred to WSI in the same manner as the real property on which they are located. E. Cash Payment. CLI shall pay to WSI an amount of money equal to the cash basis profit earned from November 1, 1985, to date of closing for each landfill. F. Bulk Sales Warranty. CLI warrants that as of October 31 , 1985 , there are no unpaid creditors of CLI (except those obligations which WSI has agreed to assume, and those are current as of October 31, 1985 ) and agrees to indemnify and hold harmless WSI against any such creditors . G. Assignment of IRB Escrow. Upon assumption or payment of the industrial revenue bonds described in paragraph II A of the Agreement, CLI will assign to WSI all of its right, title , and interest to all escrow funds, deposits, reserves , refundable fees, and other credits held by United Bank of Fort Collins, N.A. or the Small Business Administration ( "SBA" ) . H. Assignment of Keyman Insurance. CLI will assign ownership of two insurance policies ( $100 , 000 . 00 and $150, 000 .00 ) on the life of C. Lynn Keirnes with the Colony Insurance Co. to WSI. II . Consideration to CLI . In consideration of the property and cash transfers to WSI, WSI agrees as follows: A. Assumption of Industrial Revenue Bonds . WSI shall assume and agree to pay the indebtedness related to the issuance of certain Weld County industrial revenue bonds, which indebtedness is represented by a Combination Mortgage and Security Agreement dated as of March 1 , 1980 , recorded March 6 , 1980 , in Book 897 at Reception No. 1818904 , and related documents including Loan Agreement between Weld County, Colorado and CLI dated March 1 , 1980 . B. Prepayment Solid Waste Agreements . WSI assumes all of CLI ' s obligations under any agreement relating to the -2- prepayment of landfill fees (whether styled as "leases of air space" or otherwise ) which CLI may have entered into prior to November 1 , 1985 , in regard to either landfill site. C. BFI . - LT owrrs a landfill Lommonry k- Col u 1 In-MT- IVY-* of Section 2g-,- G� J To a n ge--6^8-`W e-s t o f the. ---P:-M:; We l.Gount Colorado. That landfill is aub jest -t r aTv ayreemefrt wig Browning-Ferris I-ndustrkes of Calorad-o;--Tnc ecorded- Aug -28, 1985 ire B ID82 Retepti-ou No. 2022563-, Weld County Rc co r-d-s-r---n-the event 6Y1 exercises---i.-t-s--right under t h a-t- ayreemerl--- i--dei i ver col id ast tto the -4sandf i l l r-WS-I- sh l-1--pa--to- CLI the -lesocr e-f—CLI's--r-egula-r---gate-price-at-- the Gel w.bi-ne--Lan-&fill or WSI 's--pegu l a r--ga-te-pr i-ee at-the-Greeley -Iandf,-1-1--per Lubec yard of solid waste-del-ivered---by--BF---.---Such -re-im-bursemen Ls- shall lie-pa- d---by-WS--I--to--ELI--mon•th-1-y on-r-eee pt©L invoice hone-CLI. D. McQuinn Claim. WSI indemnifies and agrees to hold Keirnes Corporation (parent corporation of CLI ) harmless from any claim, liability, payment, costs of defense including attorney fees, or any other obligation arising out of the claim of McQuinn Financial Services, Inc. , under the promissory note dated September 18, 1985 , in the face amount of $49 , 500 . 00 or under any claim relating to that note or the obligation it represents , including, but not limited to, a contract dated June 4 , 1985 , between Keirnes Corporation and McQuinn Financial Services , Inc. The balance due on the McQuinn note is $30 ,000 .00 . III . Assumption of Liabilities . WSI takes the Greeley Landfill site and the Eaton Landfill site "as is" without representation as to their condition , whether the operation thereof is or has been in compliance with any law, governmental rule or regulation, past, present, or future. WSI indemnifies and agrees to hold CLI harmless from any claim, liability, payment, costs of defense, including attorney fees , or other obligation arising from past violations of environmental laws , rules, or regulations . IV. Release of IRB' s.. WSI will , w-it ici n - 6' / -�h.-.i-rty t 3U) day3 of the elooing, cause the Columbine Landfill to be released from G) .-) those matters of record referred to in paragraph I . A. 1 . and 2 . above and shall cause CLI and any related corporate entity, if any , to be released as an obligor under the industrial revenue bond obligation described in paragraph II . A. To assure compliance with this paragraph, WSI will cause $1 , 120 , 000 . 00 to be deposited in escrow, in accord with the escrow agreement dated December 3 , 1985 , between Western Disposal, Inc. , Waste Services , Inc. , Union Colony Bank, and Weld County Title Company as escrow agent, a copy of which is attached hereto and incorporated herein . -3- V. Closing , Taxes, and Apportionments . Closing shall take place on December 3, 1985 , at the offices of Union Colony Bank , Greeley , Colorado, at a time mutually agreed upon. WSI shall be responsible for payment of any sales , use, or transfer tax imposed by any governmental authority as a result of this transaction. WSI shall assume responsibility for all property taxes , real and personal, for 1985 on any property transferred hereunder without apportionment or contribution from CLI . VI. Deliveries, Etc. at Closing. At the closing CLI will deliver to WSI such bills of sale, assignments , endorsements , and other documents of title or instruments of conveyance necessary to carry out the purpose of this agreement. In addition, CLI will deliver to WSI all of CLI ' s books , records , and other data relating to the property transferred. VII. Indemnity for Personal Guarantees . Western Disposal , Inc. ( "WDI" ) has purchased all of the stock in Keirnes Corporation (parent of CLI and other subsidiaries ) . C. Lynn Keirnes , Lela J. Keirnes, C. Bradley Keirnes , and Byron Keirnes have personally guaranteed certain equipment leases , real property leases, building leases , and other obligations of Keirnes Corporation and/or its subsidiaries. At the time of closing WDI will execute and deliver an agreement indemnifying and holding harmless the above named individuals from any loss, liability , or expense arising from personal guarantees for only the following obligations: (a) the Dongary Investments , Ltd. lease of 6015 East 58th Avenue, Commerce City, Colorado; (b) One Park Center office lease, 1333 West 2p h , Suite 210 , Westminster, Colorado; and (c) all equipment liens and lieet�se . IN WITNESS WHEREOF, the parties have executed this agreement this 3rd day of December , 1985 . WASTE SERVICES, INC. COLORADO LANDFILL, INC. By )././4274,4 By G/(l.1•1-j�.. 4-4-4-e(L�J_ WESTERN DISPOSAL, INC. (only as to paragraph VII ) By'!..'.O. -4- INDEMNITY AGREEMENT This indemnity agreement is executed by WESTERN DISPOSAL, INC. ( "WDI" ) for the protection and benefit of C. LYNN KEIRNES , LELA J. KEIRNES, C. BRADLEY KEIRNES, and BYRON KEIRNES ( "Keirnes" ) . WDI agrees to indemnify Keirnes against and hold Keirnes harmless from any loss , liability, damage, or expense suffered or incurred by Keirnes as a result of a default by Keirnes Corporation or any of its subsidiaries on the following obligations : (a) the Dongary Investments , Ltd. lease of 6015 East 58th Avenue, Commerce City, Colorado; (b) One Park Center office lease, 1333 West 120th , Suite 210 , Westminster, Colorado; and ire•cses (c) all equipment liens and --liconceE . ' This indemnity shall include, but not be limited to, all reasonable costs and expenses ( including reasonable attorney ' s fees ) incurred by Keirnes in connection with any action, suit , proceeding, claim, assessment, arbitration proceeding, or judgment resulting from any such default or breach by Keirnes Corporation or its subsidiaries on debts or obligations which may have been guaranteed by Keirnes , or any of them, prior to the date hereof , except as set forth above. DATED: December 3 , 1985 . WESTERN DISPOSAL, INC. resi dent ASSIGNMENT OF LEASE For value received, COLORADO LANDFILL, INC. , a Colorado corporation, hereby assigns , without warranty, to WASTE SERVICES, INC. , a Colorado corporation, all of its right, title, and interest in and to that certain lease dated December 29 , 1982, between SPENCER FEED LOTS, INC. , Landlord, and COLORADO LANDFILL, INC. , Tenant, for the following-described premises: An excavated gravel pit located in the Southeast quarter of Section 21, Township 7 North, Range 65 West of the 6th P.M. , Weld County, Colorado, and the Certificate of Designation No. 17, for operation of a solid waste disposal site granted by the Board of County Commissioners of Weld County, Colorado. DATED: December 3 , 1985 . COLORADO LANDFILL, INC. ""------) STATE OF COLORADO ) ss . . COUNTY OF WELD ) On this ,r(1 day of DPCPrhe r , 1985 , before me personally appeared Danny L . Souders , as president of Colorado Landfill , Inc. , known to me to be the person whose name is subscribed to the within instrument, and acknowledged that he executed this instrument for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal . My Commission expires: October 23 , 1989 *---()_/�'" k ( 7G&/Z tary Public 7 Address : SANITARY LANDFILL LEASE (Eaton Site) THIS LEASE is made and entered into this 29 O" day of , 1982 , between SPENCER FEED LOTS , INC. , a Colorado corporation, "Landlord" , hereinafter referred to as "Spencer" , and COLORADO LANDFILL, INC . , a Colorado corporation , "Tenant" , hereinafter referred to as CLI . RECITALS A. Spencer owns an excavated gravel pit located in the Southeast Quarter of Section 21, Township 7 North , Range 65 West of the 4th P.M. , Weld County, Colorado , and also owns a Certificate of Designation, No . 17 , for a solid-waste disposal site , granted to it by the Board of County Commissioners of Weld County, . Colorado , to operate a sanitary landfill at the above-described site. B. CLI .has been operating a landfill on the Spencer property under the authority of the Spencer site designation on a month-to-month lease basis and desires to formalize the lease . NOW, THEREFORE, in consideration of the mutual promises , covenants and agreements herein contained it is agreed as follows : 1 . Lease . Spencer does hereby lease to CLI and CLI does hereby lease from Spencer that certain real property which was formerly a gravel pit located in the Southeast Quarter of Section 21 , Township 7 North , Range 65 West of the 6th P.M. , Weld County, Colorado and the Certificate of Designation , No. 17 , for operation of a solid-waste disposal site granted by the Board of County Commissioners of Weld County, Colorado. 2 . Term. This Lease shall continue for a period of eight years from and after the date hereof , or until the gravel pit is filled with trash , properly covered and closed as hereinafter provided, or until the Certificate of Designation allowing operation of a solid-waste disposal site on the premises is terminated or revoked by a governmental body, whichever event first occurs . 3 . Rental. CLI shall pay to Spencer as rental the sum of 15% of gross revenues from this site charged by CLI in the prior month . Such sum shall be payable by the 10th day of each month . Such sums shall be the only rental that shall be due and payable by CLI to Spencer . Spencer shall be obligated for- payment of all real estate taxes levied and assessed against the above property- 4 . Cover . Spencer shall furnish to CLI adequate daily cover material and final grade material as the same are needed for operation of the landfill within a reasonable distance from the site and CLI agrees that it will apply such daily cover and grade material in a proper fashion, leaving the premises after application of final grade material at proper grade for agricultural operations . Final grade material shall consist of a minimum of 20 inches of of top soil to be furnished by Spencer . CLI shall cause the site to he closed according to governmental regulations with the proper amount of cover material during the term that -CLI is in possession of the property under this Lease . When properly closed , CLI shall have no further obligation to Spencer for maintenance of final trade cover material. The area to be filled is that within the red line shown on Exhibit A, attached hereto. 5 . Compliance with Regulations . CLI shall at all times operate the landfill in compliance with rules and regulations of the Colorado Department of Health and Weld County, Colorado, and any other regulatory governmental agencies to the extent that CLI can reasonably comply with such regulations, so as to not work a revocation or suspension of the Certificate of Designation No. 17 . If, in the opinion of CLI, it becomes unreasonably expensive or impracticable to comply with the governmental regulations, CLI shall have the right to close the sanitary landfill and terminate this Lease upon thirty days written notice to Spencer by paying to Spencer $5 , 000 . 00 . 6 . Hold Harmless. CLI agrees that it will indemnify and hold Spencer_ harmless of and from all claims , demands or liabilities as a result of CLI' s negligent operation of the landfill and that it will at all times maintain public liability insurance to cover workman ' s compensation and public liability in an amount not less than $500 , 000 . and that such insurance shall name Spencer as a named insured . 7. Termination. This agreement may be terminated by either party if the other party is found to be not in compliance with any term or provision hereof, except as to rental, by giving written notice to the non-complying party to cure any non-compliance within 30 days of the notice. If the non-complying party has not cured any non-compliance within said 30 days , then notifying party may elect to terminate this agreement and shall notify the non-complying party that this contract i! terminated effective 10 days after the effective date of the notice . 8 . Assignment . CLI may not assign its interest in this Lease without the prior written consent of Spencer, which consent shall not be unreasonably withheld. 9 . Place of Operation. CLI ' s operations on the leased premises shall be confined to the gravel pit currently being filled and the access road thereto and shall not extend over on or interfere with Spencer ' s agricultural operations on surrounding land. 10 . Binding Effect . This Lease shall be binding upon and ,inure to the benefit of the parties hereto , their successors and assigns . IN WITNESS WHEREOF the parties have caused their signatures to, be affixed the day and year first above written. SPENCER FEED LOTS, INC . , a Colorado corporation By COLORADO LANDFILL, INC . , a Colorado corporation B January 18, 1986 United Bank of Fort Collins Fort Collins, Colorado Gentlemen: Pursuant to Article 7 of the Trust Indenture between United Bank of Fort Collins and Weld County, please accept the enclosed funds to redeem the Industrial Revenue Bonds of which you are trustee pursuant to the above Trust Indenture dated March 1 , 1980. Sincerely yours , COLORADO LANDFILL , INC. Danny L. Souders " t skr • COMMITMENT FOR TITLE INSURANCE * * * * * SCHEDULE A 1 . Effective Date: NOVEMBER 26, 1985 @ 7: 00 A. M. RE: Our Order No. : TE10083A 2. Policy or Policies to be issued: A. ALTA Owner 's Policy Amount $ Proposed Insured: B. ALTA Loan Policy Amount $ 2,000,000.00 Proposed Insured: FIRST NATIONAL BANK OF BOULDER C. ALTA Loan Policy Amount $ Proposed Insured: 3. The estate or interest in the land described or referred to in this Commitment and covered herein is a fee simple, and title thereto is at the effective hereof vested in: COLORADO LANDFILL, INC. , A COLORADO CORPORATION 4. The land referred to in this Commitment is described as follows : The E 1/2 NW 1/4 and the W 1/2 NE 1/4 of Section 29, Township 1 North, Range 68 West of the 6th P.M. , Weld County, Colorado, excepting therefrom those parcels conveyed by deed recorded August 29, 1983 in Book 1005 as Reception No. 1938458. COMMITMENT FOR TITLE INSURANCE * * * * * SCHEDULE B Section 1 RE: Our Order No. : TE10083A REQUIREMENTS: The following are the requirements to be complied with: Item (a) Payment to or for the account of the grantors or mortgagors of the full consideration for the estate or interest to be insured. Item (b) Payment of all taxes , charges or assessments , levied and assessed against the subject premises which are due and payable. Item (c) The following instrument(s) must be properly executed and filed of record in the Official Land Records of Weld County, Colorado, to wit: Deed of Trust from COLORADO LANDFILL, INC. , A COLORADO CORPORATION to the Public Trustee for the use of FIRST NATIONAL BANK OF BOULDER. Partial Release of Mortgage from COLORADO LANDFILL, INC. to UNITED BANK OF FORT COLLINS, NATIONAL ASSOCIATION, dated MARCH 1, 1980 and recorded MARCH 6, 1980, in BOOK 897 as RECEPTION NO. 1818904, for the land described herein. Termination Statement for the Financing Statement from COLORADO LANDFILL, INC. Debtor, to UNITED BANK OF FORT COLLINS, AS TRUSTEE, Secured Party, filed on MARCH 19, 1985 as FILING NO. U199868. The above instrument also recorded in the Real Estate Records on MARCH 19, 1985 in BOOK 1062 as RECEPTION NO. 2002449. Release Deed of Trust from COLORADO LANDFILL, INC. to the Public Trustee for the use of UNION COLONY BANK in the amount of $500,000.00, dated SEPTEMBER 13, 1985 , and recorded SEPTEMBER 20, 1985 in BOOK 1085 as RECEPTION NO. 2025525. • COMMITMENT FOR TITLE INSURANCE * * * * * SCHEDULE B Section 2 RE: Our Order No. : TE10083A EXCEPTIONS: The policy or policies to be issued will contain exceptions for defects, liens , encumbrances , adverse claims or other matters , if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires of record for value the estate or interest or mortgage thereon covered by this Commitment; and exceptions to the following matters unless the same are disposed of to the satisfaction of the Company: 1. Rights or claims of parties in possession not shown by the public records. 2. Easements , or claims of easements, not shown by the public records. 3. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts which a correct survey and inspection of the premises would disclose and which are not shown by the public records . 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Taxes or special assessments which are not shown as existing liens by the public records . 6. Taxes for the year 1985, a lien, but not yet due or payable. *****NOTE: Please see Requirement Item b, Schedule B, Section 1. 7. Rights of way and .easements as now established and used, including but not limited to roads , ditches, pipe lines, power lines, telephone lines and reservoirs . 8. Right of way for RAILWAY purposes as granted to THE CHICAGO BURLINGTON S QUINCY RAILROAD COMPANY by instrument recorded APRIL 6, 1920 in BOOK 541 at PAGE 524, said right of way not being specifically defined. 9. Easement for UTILITY LINE purposes as granted to UNION RURAL ELECTRIC ASSOCIATION, INC. by instrument recorded OCTOBER 24, 1979 in BOOK 885 as RECEPTION NO. 1807275, said easement being OVER THE SOUTH 16 FEET OF THE NORTH 46 FEET OF SUBJECT PROPERTY. 10. Operation Standards of Special Use Permit recorded July 18, 1983 in Book 1002 as Reception No. 1933835. CONTINUED TE10083A 11. Terms , conditions, provisions and obligations of Lease Agreement between COLORADO LANDFILL, INC. , A COLORADO CORPORATION ( "COLORADO LANDFILL " ), KEIRNES CORPORATION, A COLORADO CORPORATION ( "PARENT"), AD( "KEIRNES " ), Lessors , and BROWNING-FERRIS INDUSTRIESBOFON Di LOIRDOS, AN INDIVIDUAL COLORADO CORPORATION ( "BFI " ), Lessee, recorded AUGUST 28, 1985 in BOOK 1082 as RECEPTION NO. 2022563. 2. Reservation of ALL OIL, GAS AND OTHER MINERALS, EXCEPT THOSE CONSIDERED AS SALVAGE OR BY-PRODUCTS FROM LANDFILL OPERATIONS, AND RESERVING UNTO GRANTOR THE RIGHT OF INGRESS AND EGRESS AND TO USE SO MUCH OF -THE SURFACE OF THE PROPERTY AS IS NECESSARY TO PRODUCE SUCH OIL, GAS AND OTHER MINERALS as contained in instrument from THE ROCKY MOUNTAIN FUEL COMPANY recorded SEPTEMBER 17, 1979 in BOOK 881 as RECEPTION NO. 1803442, and any interests therein, assignments, or conveyances thereof. 3. Condition contained in Deed from THE ROCKY MOUNTAIN FUEL COMPANY to COLORADO LANDFILL, INC. , A COLORADO CORPORATION recorded SEPTEMBER 17, 1979 in BOOK 881 as RECEPTION NO. 1803442, which states as follows : GRANTOR FROM ANY LIABILITY FOR DAMAGES FROM SUBSIDENCE N OREPREVIOUS SHALL OMININGMLESS THE OPERATIONS WHICH TOOK PLACE ON SAID PROPERTY. " . Terms, conditions and provisions of Weld County Resolution for Improvement District .No. 1984-1 evidenced by document recorded April 4, 1984 in Book 1025 as Reception No. 1961715. . Rights of creditors under the Federal Bankruptcy Laws or under any state insolvency laws. • AGREEMENT This Agreement is made and entered into this 3rd day of December, 1985 , by and between COLORADO LANDFILL, INC. ( "CLI" ) and WASTE SERVICES, INC. ( "WSI" ) . WITNESSETH WHEREAS, CLI owns certain real property on which a landfill commonly known as the Greeley Landfill which real property is described as follows: The W } SW } and the SE } SE } of Section 32 , Township 5 North, Range 66 West of the 6th P.M. , Weld County, Colorado, excepting therefrom that parcel conveyed by deed recorded March 11 , 1930 in C Bo�gk 8�at P ge 143 , and p.ye, c , �, y , � s. /.k,, 4 `( (Cr a-7Cif- y 1. s l id V v�..T�4{'�,;�ads .F 'r�.� `��:��tern . led WHEREAS, CLI is the lessee of certain real property on which a landfill commonly known as the Eaton Landfill is located, a copy of which lease is attached hereto as Exhibit "A" ; and WHEREAS , WSI desires to acquire both the Greeley Landfill and the Eaton Landfill along with related equipment, vehicles , and fixtures from CLI. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: I. Property to be Transferred. At closing CLI shall transfer to WSI the following: A. Greeley Landfill . CLI shall convey by general warranty deed the real property described in the first "whereas" clause free and clear of all liens and encumbrances , except for the following which WSI assumes and agrees to pay: 1. Mortgage from COLORADO LANDFILL, INC. to UNITED BANK OF FORT COLLINS , NATIONAL ASSOCIATION, dated MARCH 1 , 1980 and recorded MARCH 6 , 1980 , in BOOK 897 at RECEPTION NO. 1818904 . 2. Financing Statement from COLORADO LANDFILL, INC. , debtor, to UNITED BANK OF FORT COLLINS, AS TRUSTEE, Secured Party, filed on MARCH 19 , 1985 at FILING NO. U199868 . The above instrument also recorded in the Real Estate Records on MARCH 19 , 1985 in BOOK 1062 at RECEPTION NO. 2002449 . and subject to the terms set forth as exception under Schedule B of Ticor Title Insurance Commitment, order no. TE 10082, attached hereto as Exhibit "B. " B. Eaton Landfill . CLI will transfer to WSI without warranty all of its right, title, and interest in and to the Exhibit "A" lease and without representation as to its term or assignability. C. Vehicles and Equipment. CLI will convey to WSI the vehicles and equipment described in Exhibit "C" free and clear of all encumbrances . D. Fixtures . All buildings , structures , improvements , and the like of a permanent nature affixed to the realty located on either the Greeley Landfill site or the Eaton Landfill site shall be transferred to WSI in the same manner as the real property on which they are located. E. Cash Payment. CLI shall pay to WSI an amount of money equal to the cash basis profit earned from November 1 , 1985 , to date of closing for each landfill . F. Bulk Sales Warranty. CLI warrants that as of October 31 , 1985 , there are no unpaid creditors of CLI (except those obligations which WSI has agreed to assume, and those are current as of October 31 , 1985 ) and agrees to indemnify and hold harmless WSI against any such creditors . G. Assignment of IRB Escrow. Upon assumption or payment of the industrial revenue bonds described in paragraph II A of the Agreement, CLI will assign to WSI all of its right, title, and interest to all escrow funds , deposits , reserves , refundable fees , and other credits held by United Bank of Fort Collins , N.A. or the Small Business Administration ( "SBA" ) . H. Assignment of Keyman Insurance. CLI will assign ownership of two insurance policies ( $100, 000 . 00 and $150 , 000 . 00 ) on the life of C. Lynn Keirnes with the Colony Insurance Co. to WSI. II . Consideration to CLI . In consideration of the property and cash transfers to WSI, WSI agrees as follows : A. Assumption of Industrial Revenue Bonds . WSI shall assume and agree to pay the indebtedness related to the issuance of certain Weld County industrial revenue bonds , which indebtedness is represented by a Combination Mortgage and Security Agreement dated as of March 1 , 1980 , recorded March 6 , 1980 , in Book 897 at Reception No. 1818904 , and related documents including Loan Agreement between Weld County, Colorado and CLI dated March 1 , 1980 . B. Prepayment Solid Waste Agreements . WSI assumes all of CLI ' s obligations under any agreement relating to the -2- prepayment of landfill fees (whether styled as "leases of air space" or otherwise ) which CLI may have entered into prior to November 1 , 1985 , in regard to either landfill site.C. BFI Lease AyreemeuL. CLI owns a landfill commonly (:)(/ T y agreement to deli nci• coo d ',acre rn rha �n� h r ac i % s� • lend€ilk per uuUR. ya-id of 5 Erna Crsi. D. McQuinn Claim. WSI indemnifies and agrees to hold Keirnes Corporation (parent corporation of CLI ) harmless from any claim, liability, payment, costs of defense including attorney fees , or any other obligation arising out of the claim of McQuinn Financial Services , Inc. , under the promissory note dated September 18 , 1985 , in the face amount of $49 ,500 . 00 or under any claim relating to that note or the obligation it represents, including, but not limited to, a contract dated June 4 , 1985 , between Keirnes Corporation and McQuinn Financial Services , Inc. The balance due on the McQuinn note is $30 ,000 . 00 . III. Assumption of Liabilities . WSI takes the Greeley Landfill site and the Eaton Landfill site "as is" without representation as to their condition, whether the operation thereof is or has been in compliance with any law, governmental rule or regulation, past, present , or future. WSI indemnifies and agrees to hold CLI harmless from any claim, liability, payment, costs of defense, including attorney fees, or other obligation arising from past violations of environmental laws , rules , or regulations . IV. Release of IRB ' s . WSI will , G thy. -lee-ing, cause the Columbine Landfill to be released from those matters of record referred to in paragraph I . A. 1 . and 2 . above and shall cause CLI and any related corporate entity, if any, to be released as an obligor under the industrial revenue bond obligation described in paragraph II . A. To assure compliance with this paragraph, WSI will cause $1 , 120 , 000 . 00 to be deposited in escrow, in accord with the escrow agreement dated December 3, 1985 , between Western Disposal , Inc. , Waste Services , Inc. , Union Colony Bank, and Weld County Title Company as escrow agent, a copy of which is attached hereto and incorporated herein . -3- V. Closing , Taxes , and Apportionments . Closing shall take place on December 3 , 1985 , at the offices of Union Colony Bank , Greeley , Colorado, at a time mutually agreed upon . WSI shall be responsible for payment of any sales , use, or transfer tax imposed by any governmental authority as a result of this transaction. WSI shall assume responsibility for all property taxes , real and personal , for 1985 on any property transferred hereunder without apportionment or contribution from CLI. VI. Deliveries , Etc. at Closing. At the closing CLI will deliver to WSI such bills of sale, assignments , endorsements , and other documents of title or instruments of conveyance necessary to carry out the purpose of this agreement. In addition, CLI will deliver to WSI all of CLI ' s books , records , and other data relating to the property transferred. VII. Indemnity for Personal Guarantees . Western Disposal , Inc. ( "WDI" ) has purchased all of the stock in Keirnes Corporation (parent of CLI and other subsidiaries ) . C. Lynn Keirnes , Lela J. Keirnes , C. Bradley Keirnes , and Byron Keirnes have personally guaranteed certain equipment leases , real property leases , building leases , and other obligations of Keirnes Corporation and/or its subsidiaries . At the time of closing WDI will execute and deliver an agreement indemnifying and holding harmless the above named individuals from any loss , liability, or expense arising from personal guarantees for only the following obligations : (a ) the Dongary Investments , Ltd. lease of 6015 East 58th Avenue, Commerce City, Colorado; ( b) One Park Center office lease , 1333 W West 1,2M , Suite 210 , Westminster, Colorado; and P( V/ 6� /e4 se_$ (c) all equipment liens and Licences, . . IN WITNESS WHEREOF, the parties have executed this agreement this 3rd day of December , 1985 . WASTE SERVICES, INC. COLORADO LANDFILL, INC. By d , ,� •ri i'0;1-11A4 BY/ -4.7 //%00 J WESTERN DISPOSAL, INC. (only as to paragraph VII ) BY 7 -4- • SANITARY LANDFILL LEASE (Eaton Site) THIS LEASE is made and entered into this 29 6C day of , 1982 , between SPENCER FEED LOTS , INC . , a Colorado corporation , "Landlord" , hereinafter referred to as "Spencer" , and COLORADO LANDFILL, INC . , a Colorado corporation , "Tenan*" , hereinafter referred to as CLI . RECITALS A. Spencer owns an excavated gravel pit located in the Southeast Quarter of Section 21, Township 7 North , Range 65 West of the cth P.M. , Weld County, Colorado , and also owns a Certificate of Designation , No . 17 , for a solid-waste disposal site , granted to it by the Board of County Commissioners of Weld County, . Colorado , to operate a sanitary landfill at the above-described site. B. CLI has been operating a landfill on the Spencer property under the authority of the Spencer site designation on a month-to-month lease basis and desires to formalize the lease . NOW, THEREFORE, in consideration of the mutual promises , covenants and agreements herein contained it is agreed as follows : 1 . Lease . Spencer does hereby lease to CLI and CLI does hereby lease from Spencer that certain real property which was formerly a gravel pit located in the Southeast Quarter of A Section 21 , Township 7 North , Range 65 West of the 6th P.M . , Weld County, Colorado and the Certificate of Designation, No. 17 , for operation of a solid-waste disposal site granted by the Board of County Commissioners of Weld County, Colorado. 2 . Term. This Lease shall continue for a period of eight years from and after the date hereof, or until the gravel pit is filled with trash , properly covered and closed as hereinafter provided, or until the Certificate of Designation allowing operation of a solid-waste disposal site on the premises is terminated or revoked by a governmental body, whichever event first occurs . 3 . Rental. CLI shall pay to Spencer as rental the sum of 15% of gross revenues from this site charged by CLI in the prior month . Such sum shall be payable by the 10th day of each month . Such sums shall be the only rental that shall be due and payable by CLI to Spencer . Spencer shall be obligated for payment of all real estate taxes levied and assessed against the above property. 4 . Cover . Spencer shall furnish to CLI adequate daily cover material and final grade material as the same are needed for operation of the landfill within a reasonable distance from the site and CLI agrees that it will apply such daily cover and grade material in a proper fashion, leaving the premises after application of final grade material at proper grade for agricultural operations . Final grade material shall consist of a minimum of 20 inches of of top soil to be furnished by Spencer . CLI shall cause the site to be closed according to governmental regulations with the proper amount of cover material during the term that -CLI is in possession of the property under this Lease . When properly closed , CLI shall have no further obligation to Spencer for maintenance of final grade cover material . The area to be filled is that within the red line shown on Exhibit A, attached hereto. 5 . Compliance with Regulations . CLI shall at all times operate the landfill in compliance with rules and regulations of the Colorado Department of Health and Weld County, Colorado, and any other regulatory governmental agencies to the extent that CLI can reasonably comply with such regulations, so as to not work a revocation or suspension of the Certificate of Designation No. 17 . If, in the opinion of CLI , it becomes unreasonably expensive or impracticable to comply with the governmental regulations, CLI shall have the right to close the sanitary landfill and terminate this Lease upon thirty days written notice to Spencer by paying to Spencer $5 ,000. 00 . 6. Hold Harmless. CLI agrees that it will indemnify and hold Spencer harmless of and from all claims , demands or liabilities as a result of CLI ' s negligent operation of the landfill and that it will at all times maintain public liability insurance to cover workman ' s compensation and public liability in an amount not less than $500 , 000 . and that such insurance shall name Spencer as a named insured . 7. Termination. This agreement may be terminated by either party if the other party is found to be not in compliance with any term or provision hereof, except as to rental, by giving written notice to the non-complying party to cure any non-compliance within 30 days of the notice. If the non-complying party has not cured any non-compliance within said 30 days , then notifying party may elect to terminate this agreement and shall notify the non-complying party that this contract is terminated effective 10 days after the effective date of the notice . 8 . Assignment. CLI may not assign its interest in this Lease without the prior written consent of Spencer, which consent shall not be unreasonably withheld. 9 . Place of Operation. CLI ' s operations on the leased premises shall be confined to the gravel pit currently being filled and the access road thereto and shall not extend over on or interfere with Spencer ' s agricultural operations on surrounding land. 10 . Binding Effect . This Lease shall be binding upon and .inure to the benefit of the parties hereto , their successors and assigns . IN WITNESS WHEREOF the parties have caused their signatures to, be affixed the day and year first above written . SPENCER FEED LOTS, INC . , a Colorado corporation Byr24.1;_e_Ae.clint- COLORADO LANDFILL, INC . , a Colorado corporation i. • TICOR TITLE INSURANCE Commitment for Title Insurance TICOR TITLE INSURANCE COMPANY,(a stock company),a California corporation, herein called the Company,for a valuable consideration, hereby commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest covered hereby in the land described or referred to in Schedule A, upon payment of the premiums and charges therefor; all subject to the provisions of Schedules A and B and to the Conditions and Stipulations hereof. This Commitment shall be effective only when the identity of the proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A hereof by the Company, either at the time of the issuance of this Commitment or by subsequent endorsement. This Commitment is preliminary to the issuance of such policy or policies of title insurance and all liability and obligations hereunder shall cease and terminate one hundred eighty (180) days after the effective date hereof or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue such policy or policies is not the fault of the Company. • This Commitment shall not be valid or binding until countersigned below by a validating signatory of the Company. Issued by: WELD COUNTY TITLE COMPANY 1221 - 8th Avenue Greeley, Colorado 80631 (303) 356-3232 TICOR TITLE INSURANCE 'COMPANY Metro (303) 623-3232 By +4,6424..L. President Attest Ct :ACC_ Secretary Counter By • Validating i atory coPYRIGHT, 1966-AMERICAN LAND TITLE ASSOCIATION • 1. The term mortgage, when used herein, shall include be only to the named proposed Insured and such parties deed of trust, trust deed, or other security instrument. included under the definition of Insured in the form of policy or policies committed for and only for actual loss 2. If the proposed Insured has or acquires actual knowl- incurred in reliance hereon in undertaking in good faith edge of any defect, lien, encumbrance, adverse claim or (a)to comply with the requirements hereof, or(b) to elimi- other matter affecting the estate or interest or mortgage nate exceptions shown in Schedule B, or(c) to acquire or thereon covered by this Commitment other than those create the estate or interest or mortgage thereon covered shown in Schedule B hereof, and shall fail to disclose such by this Commitment. In no event shall such liability exceed knowledge to the Company in writing, the Company shall the amount stated in Schedule A for the policy or policies be relieved from liability for any loss or damage resulting committed for and such liability is subject to the insuring from any act of reliance hereon to the extent the Company provisions, the Conditions and Stipulations, and the Exclu- is prejudiced by failure to so disclose such knowledge. If sions from Coverage of the form of policy or policies the proposed Insured shall disclose such knowledge to the committed for in favor of the proposed Insured which are Company or if the Company otherwise acquires actual hereby incorporated by reference and are made a part of knowledge of any such defect, lien, encumbrance, ad- this Commitment except as expressly modified herein. verse claim or other matter,the Company at its option may 4. An action or actions or rights of action that the pro amend Schedule B of this Commitment accordingly, but Y such amendment shall not relieve the Company from liabil- posed Insured may have or may bring against the Com- ity previously incurred pursuant to Paragraph 3 of these pany arising out of the status of the title to the estate or Conditions and Stipulations. interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the 3. Liability of the Company under this Commitment shall provisions of this Commitment. t o , COMMITMENT FOR TITLE INSURANCE * * * * * SCHEDULE A 1 . Effective Date: NOVEMBER 21 , 1985 @ 7:00 A. M. RE: Our Order No. : TE10082 2. Policy or Policies to be issued: A. ALTA Owner's Policy Amount $ Proposed Insured: B. ALTA Loan Policy Amount '$ 500,000.00 Proposed Insured: FIRST NATIONAL BNAK OF BOULDER C. ALTA Loan Policy Amount $ Proposed Insured: 3. The estate or interest in the land described or referred to in this Commitment and covered herein is a fee simple, and title thereto is at the effective hereof vested in: COLORADO LANDFILL, INC. , A COLORADO CORPORATION 4. The land referred to in this Commitment is described as follows: The W 1/2 SW 1/4 and the SE 1/4 SW 1/4 of Section 32, Township 5 North, Range 66 West of the 6th P.M. , Weld County, Colorado, excepting therefrom that parcel conveyed by deed recorded March 11, 1930 in Book 891 at Page 143. WELD COUNTY TITLE C O M PAN Y 1221 8TH AVENUE, GREELEY, COLORADO 80631 (303) 356-3232 METRO 623-3232 * * * * * RE: Our Order No. : TE10082 If Questions , Please Ask For KATHY WOLKING Purported Address: UNKNOWN Current Owners : COLORADO LANDFILL, INC. , A COLORADO CORPORATION Proposed Owners: Tax Certificate Ordered: YES Survey Ordered: NO Original Commitment To: RON LAMBDEN OUR OFFICE WILL BE CLOSED THURSDAY, NOVEMBER 28TH AND FRIDAY, NOVEMBER 29TH FOR THANKSGIVING. HAVE A SAFE, ENJOYABLE HOLIDAY. COMMITMENT FOR TITLE INSURANCE * * * * * SCHEDULE B Section 1 RE: Our Order No. : TE10082 REQUIREMENTS: The following are the requirements to be complied with: Item (a) Payment to or for the account of the grantors or mortgagors of the full consideration for the estate or interest to be insured. Item (b) Payment of all taxes, charges or assessments, levied and assessed against the subject premises which are due and payable. Item (c) The following instrument(s) mst be r to wit: operly executed and filed of record in the Official Land Records of Weld County, Colorado, Deed of Trust from COLORADO LANDFILL, INC. , A COLORADO CORPORATION to the Public Trustee for the use of FIRST NATIONAL BANK OF BOULDER. I Partial Release of Mortgage from COLORADO LANDFILL, INC. to UNITED BANK OF FORT COLLINS, NATIONAL ASSOCIATION, dated MARCH 1 , 1980 and recorded MARCH 6, 1980, in BOOK 897 as RECEPTION NO. 1818904, for the land described herein. 3. Termination Statement for the Financing Statement from COLORADO LANDFILL, INC. Debtor, to UNITED BANK OF FORT COLLINS, A$ TRUSTEE, Secured Party, filed on MARCH 19, 1985 FILING NO. 19, 1985 in BOOKabove 1062 asstrument also recorded in the Real Estate RECEPTIONNO. 2002449 a. Release Deed of Trust from COLORADO LANDFILL, INC. to the Public Trustee for the use of UNION COLONY BANK in the amount of $500,000.00, dated SEPTEMBER 13, 1985, and recorded SEPTEMBER 20, 1985 in BOOK 1085 as RECEPTION NO. 2025526. COMMITMENT FOR TITLE INSURANCE * * * * * SCHEDULE B Section 2 RE: Our Order No. : TE10082 EXCEPTIONS: The policy or policies to be issued will contain exceptions for defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires of record for value the estate or interest or mortgage thereon covered by this Commitment; and exceptions to the following matters unless the same are disposed of to the satisfaction of the Company: 1 . Rights or claims of parties in possession not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts which a correct survey and inspection of the premises would disclose and which are not shown by the public records. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Taxes or special assessments which are not shown as existing liens by the public records . 6. Taxes for the year 1985, a lien, but not yet due or payable. *****NOTE: Please see Requirement Item b, Schedule B, Section 1 . 7. Rights of way and easements as now established and used, including but not limited to roads, ditches, pipe lines, power lines, telephone lines and reservoirs. 8. Right of way for COUNTY ROADS 30 feet wide on either side of section and township lines as established by ORDER OF THE BOARD OF COUNTY COMMISSIONERS FOR WELD COUNTY, recorded OCTOBER 14, 1889 in BOOK 86 at PAGE 273. 9. Terms, conditions and provisions of GREELEY-LOVELAND SHAREHOLDER'S DOMESTIC WATER AGREEMENT, recorded SEPTEMBER 10, 1963 in BOOK 489 as RECEPTION NO. 1416769. 10. Terms, conditions, provisions and obligations of Lease Agreement between COLORADO LANDFILL, INC. , A COLORADO CORPORATION ( ' 'COLORADO LANDFILL' ' ), KEIRNES CORPORATION, A COLORADO CORPORATION ( ' 'PARENT' ' ), AND BYRON KEIRNES, AN INDIVIDUAL ( ' 'KEIRNES ' ' ), Lessors, and BROWNING-FERRIS INDUSTRIES OF COLORADO, INC. , A COLORADO CORPORATION ( "BFI '' ), Lessee, recorded AUGUST 28, 1985 in BOOK 1082 as RECEPTION NO. 2022563. CONTINUED Exhibit a G Ian Heavy Equipment 1983 AL-JON 750 Trash Packer 1981 Rexnord 3-55 Trash Packer 1973 Rexnord 350 Trash Packer 1976 Case 1450 Dozer 1972 Cat D-8H Dozer 1976 I. H.C. 442 Scraper 1972 Galion 160B Grader 1979 Ford 340 TL Tractor/Loader with Box Scraper Trucks 1978 G.M.C. 1 Ton Service Truck 1973 I.H.C. F-1700 Tank Truck 1982 G.M.C. TK20903 Pickup 2-Axle Trailer I. H.C. Truck/Water Tank -„ c e a , i-� Q —�"r�.i . -c v ��__,ice <_:�.L+.-�.. 1 ys.y __a_--L c., -a t a � . 4 7-- ---- `-- b ' ) r c � U ' TE10087 11. Reservation as contained in Pa follows: tent recorded FEBRUARY 10, 1919 in BOOK 333 at PAGE 128, said reservation being Right of the proprietor of a vein re od itoee lode extract and remove e his ore therefrom should the same be found to penetrate Right of way for ditches and canals constructed by the authority of the United States. 12. Mineral Deed from ROBERT RUSSELL and ELLEN RUSSELL to LOREN D. SWAYNE and DOROTHY R. SWAYNE conveying AN UNDIVIDED 1/8 INTEREST IN AND TO ALL OF THE OIL, GAS AND OTHER MINERALS IN AND UNDER AND THAT MAY BE PRODUCED FROM SAID LANDS recorded DECEMBER 5, 1956 in BOOK 1465 at PAGE 36, together with the right of ingress and egress at all times for the purpose of mining, drilling and exploring said lands for oil, gas , and other minerals and removing the same therefrom; and any interests therein, assignments or conveyances thereof. 13. Reservation of AN UNDIVIDED 3/8 INTEREST IN AND TO ALL OIL, GAS AND OTHER MINERALS LOCATED IN, ON OR UNDER THE ABOVE DESCRIBED PREMISES OR THAT MAY BE PRODUCED AND SAVED THEREFROM as contained in instrument from ROBERT RUSSELL AND ELLEN RUSSELL recorded MARCH 2, 1964 in BOOK 508 as RECEPTION NO. 1430417, and any interests therein, assignments, or conveyances thereof. 14. Reservation of AN UNDIVIDED 1/4 INTEREST IN AND TO ALL OIL, GAS AND OTHER MINERALS LOCATED IN, ON, OR UNDER THE ABOVE DESCRIBED PREMISES THAT MAY BE PRODUCED THEREFROM as contained in instrument from JOSEPH W. BROUGH, JR. recorded DECEMBER 20, 1965 in BOOK 556 as RECEPTION NO. 1478112, and any interests therein, assignments, or conveyances thereof. TEREST IN AND T L S ND R MINERALS 15. LOCATEDCIN, ON OR UNDERI THEABOVE of AN UNDIVDED 1/4 NDESCRIBED PREMISESL THAT LMAY ABEAPRODUCED THEREFROM as contained in instrument from DOS RIOS, INC. recorded OCTOBER 21 , 1971 in BOOK 655 as RECEPTION NO. 1577336, and any interests therein, assignments, or conveyances thereof. 16. Reservation of AN UNDIVIDED INTEREST IN AND TO ALL OIL, GAS AND OTHER MINERALS LOCATED IN, ON, OR UNDER THE ABOVE DESCRIBED PREMISES THAT MAY BE PRODUCED THEREFROM,NOT HERETOFORE RESERVED OR CONVEYED as contained in instrument from MOFFAT & SON, INC. recorded JANUARY 29, 1973 in BOOK 684 as RECEPTION NO. 1606200, and any interests therein, assignments, or conveyances thereof. TE10082 Re: Commitment No. FINAL AFFIDAVIT AND AGREEMENT STATE OF COLORADO ss. WELD COUNTY OF J Re: Real Estate and improvements located at UNKNOWN in the County of WELD , State of Colorado, and more particularly described as follows, to wit: AS SHOWN IN THE ABOVE REFERENCED COMMITMENT, A COPY OF WHICH IS ATTACHED HERETO COLORADO LANDFILL, INC. , A COLORADO CORPORATION , as the General Contractor and/or as owner for the improvements located on the herein described property,being first duly sworn on oath,for the purpose of inducing Ticor Title Insurance Company to issue a Loan Policy of Title Insurance in connection with the property described in said Commitment, without exception as to mechanics' or other statutory liens, or any rights thereto,where no notice of such liens or rights appear of record,does hereby make the following representa- tions to Ticor Title Insurance Company with full knowledge and intent that said company shall rely thereon: 1. That all persons, firms and corporations, including the General Contractor,and all subcontractors who have furnished services, labor or materials,according to plans and specifications or otherwise, used in connection with the construction of improvements on the real estate herein described, have been paid in full. 2. That no claims have been made to either of the undersigned, nor is any suit now pending on behalf of any contractor,subcontractor, laborer or materialman,and that no chattel mortgages,conditional bills of sale,security agreements or financing statements have been made, or are now outstanding as to any materials, appliances, fixtures, or furnishings placed upon or installed in said premises. 3. That all of the improvements constructed on the real estate herein described were completed on or before , 19 The undersigned further does hereby agree to protect,defend and save harmless the mortgagee and Ticor Title Insurance Company against any and all liability, loss,damage,costs and attorney's fees by reason of any claim or liens for services, labor or materials used in connection with the construction of said improvements. The foregoing instrument was acknowledged. subscribed and sworn to before me this day of , 19 , by as General Contractor and as Owner. Witness my hand and official seal. My commission expires • Notary Public 5121 (144) BY - LAWS OF WASTE SERVICES, INC. ARTICLE I Offices The principal office of the Corporation shall be located at 1253 49th Avenue, Greeley, Colorado. The Corporation may have such other offices , either within or outside the State of Colorado, as the board of directors may designate or as the business of the Corporation may require from time to time. The registered office of the Corporation, required by the Colorado Corporation Act to be maintained in the State of Colorado, may be, but need not be, identical with the principal office if in the State of Colorado, and the address of the registered office may be changed from time to time by the board of directors. ARTICLE II Shareholders Section 1. Annual Meeting. The_annual meeting of the shareholders shall be held on the /p-?day of j1q c_k of each year for the purpose of electing directors and for the transaction of such other business as may come before the meeting . If the day fixed for the annual meeting shall be a legal holiday in the State of Colorado, such meeting shall be held on the next succeeding business day. Section 2 . Special Meetings . Special meetings of the shareholders , for any purpose, unless otherwise prescribed by statute, may be called by the president at the request of the holders of not less than one-third of all the outstanding shares of the corporation entitled to vote at the meeting. Section 3. Place of Meeting. The board of directors may designate any place, either within or outside Colorado, as the place for any annual meeting or for any special meeting called by the board of directors. A waiver of notice, signed by all shareholders entitled to vote at a meeting , may designate any place either within or outside Colorado as the place for such meeting. If no designation is made , or if a special meeting shall be called otherwise than by the board, the place of meeting shall be the registered office of the corporation in Colorado. Section 4 . Notice of Meeting. Written or printed notice stating the place , day, and hour of the meeting, and, in case of a special meeting, the purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail , by or at the direction of the president or the secretary or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, except that if the authorized capital stock is to be increased, at least thirty days ' notice shall be given. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail , addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid. Section 5 . Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute quorum at a meeting of shareholders . If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting , from time to time, without further notice. At such adjourned meeting , at which a quorum shall be presented or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If a quorum is present , the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders , unless the vote of a greater number is required by law or the Articles of Incorporation. Section 6 . Proxies . At all meetings of shareholders , a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy. Section 7 . Voting . Each shareholder of record shall have one vote for each share of stock standing in his name on the books of the corporation and entitled to vote, except that in the election of directors he shall have the right to vote such number of shares for as many persons as there are directors to be -2- elected. Cumulative voting shall not be allowed in the election of directors or for any other purpose. Section 8 . Informal Action by Shareholders . Any action required to be taken at a meeting of the shareholders , or any other action which may be taken at a meeting of the shareholders , may be taken without a meeting if a consent in writing setting forth action so taken shall be signed by all of the shareholders entitled to vote , with respect to the subject matter thereof . Such consent shall have the same force and effect as a unanimous vote of the shareholders and may be stated as such in any articles or documents filed with the Secretary of State of the State of Colorado under the Colorado Corporation Act. ARTICLE III Board of Directors Section 1. General Powers . The business and affairs of the corporation shall be managed by its board of directors , except as otherwise provided in the Colorado Corporation Act or the Articles of Incorporation . Section 2 . Number, Tenure, and Qualifications . The number of directors of the corporation shall be three, except that there need be only as many directors as there are, or initially will be , shareholders in the event that the outstanding shares are, or initially will be, held of record by fewer than three shareholders. Directors shall be elected at each annual meeting of shareholders . Each director shall hold office until the next annual meeting of shareholders and thereafter until his successor shall have been elected and qualified. Directors need not be residents of Colorado or shareholders of the corporation. Directors shall be removable in the manner provided by Statutes of Colorado. Section 3 . Vacancies . Any director may resign at any time by giving written notice of resignation to the president or to the secretary of the corporation. Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office . Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose . -3- Section 4 . Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders . The board of directors may provide, by resolution, the time and place, either within or outside Colorado, for the holding of additional regular meetings without other notice than such resolution . Section 5 . Special Meetings . Special meetings of the board of directors may be called by or at the request of the president or any two directors . The person or persons authorized to call special meetings of the board of directors may fix any place, either within or outside Colorado, as the place for holding any special meeting of the board of directors called by them. Section 6 . Notice. Notice of any special meeting shall be given at least three days previously thereto by written notice delivered personally or mailed to each director at his business address or by notice given at least two days previously by telegraph. If mailed, such notice shall be deemed delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the board of directors need be specified in the notice of such meeting. Section 7 . Quorum. A majority of the number of directors fixed by Section 2 shall constitute a quorum for the transaction of business at any meeting of the board of directors , but if less than such majority is present at a meeting , a majority of the directors present may adjourn the meeting from time to time without further notice. Section 8 . Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors . Section 9 . Compensation. By resolution of the board of directors , any director may be paid any one or more of the following: his expenses , if any, of attendance at meetings; a fixed sum for attendance at each meeting; or a stated salary as director. No such payment shall preclude any director from -4- serving the corporation in any other capacity and receiving compensation therefore. Section 10 . Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors , at which action on any corporate matter is taken, shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. Section 11 . Informal Action by Directors . Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken , shall be signed by all of the directors entitled to vote with respect to the subject matter thereof . Such consent shall have the same force and effect as a unanimous vote of the directors and may be stated as such in any articles or documents filed with the Secretary of State of the State of Colorado under the Colorado Corporation Act . ARTICLE IV Officers and Agents Section 1 . General . The officers of the corporation shall be president, one or more vice presidents , a secretary , and a treasurer. The board of directors may appoint such other officers, assistant officers, committees , and agents , assistant secretaries, and assistant treasurers as it may deems necessary , who shall be chosen in such manner and hold their offices for such terms and have such authority and duties as from time to time may be determined by the board of directors. The salaries of all the officers of the corporation shall be fixed by the board of directors . One person may hold any two offices except that no person may simultaneously hold the office of president and secretary . In all cases where the duties of any officer , agent, or employee are not prescribed by the by-laws or by the board of directors , such officer, agent, or employee shall follow the orders and instructions of the president. Section 2 . Election and Term of Office. The officers of the corporation shall be elected by the board of directors annually at the first meeting of the board held after each annual meeting of the shareholders. If the election of officers shall not be held -5- at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first of the following to occur: until his successor shall have been duly elected and shall have qualified; until his death; until he shall resign; or until he shall have been removed in the manner hereinafter provided. Section 3 . Removal . Any officer or agent may be removed by the board of directors whenever in its judgment the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights , if any, of the person so removed. Election or appointment of an officer or agent shall not in itself create contract rights . Section 4 . Vacancies . A vacancy in any office, however occurring, may be filed by the board of directors for the unexpired portion of the term. Section 5 . President. The president ( and, in his absence , the vice president ) shall perform the duties customarily performed by president of a corporation and shall perform such duties as from time to time shall be assigned to him by the board of directors. Section 6 . Vice President. The vice president shall assist the president and perform his duties in the absence of the president and such other duties as the board of directors may direct. Section 7 . The Secretary. The secretary shall perform the duties customarily performed by secretaries to a corporation and such other duties as may be assigned to him by the board of directors . Assistant secretaries , if any, shall have the same duties and powers , subject to the supervision of the secretary . Section 8 . The Treasurer . The treasurer shall perform the duties customarily performed by the treasurer of a corporation and such other duties as may be assigned to him by the board of directors . Assistant treasurers , if any, shall have the same duties and powers , subject to supervision by the treasurer . ARTICLE V Stock Section 1 . Certificates . The shares of stock shall be represented by consecutively numbered certificates signed in the name of the corporation by its president or a vice president and the secretary or an assistant secretary and shall be sealed with -6- the seal of the corporation or with a facsimile thereof . The signatures of the company ' s officers on such certificate may also be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar , other than the corporation itself , or an employee of the corporation . No certificate shall be issued until the shares represented thereby are fully paid. Section 2 . Consideration for Shares . Shares shall be issued for such consideration, expressed in dollars as shall be fixed from time to time by the board. Such consideration may consist , in whole or in part, of money, other property, tangible or intangible, or in labor or services actually performed for the corporation, but neither promissory notes , stock, or other securities , or future services shall constitute payment or part payment for shares. Section 3 . Lost Certificates . In case of the alleged loss , destruction, or mutilation of a certificate of stock, the board of directors may direct the issuance of a new certificate in lieu thereof upon such terms and conditions in conformity with law as it may prescribe . The board of directors may, in its discretion, require a bond in such form and amount and with such surety as it may determine before issuing a new certificate. Section 4 . Transfer of Shares . Upon surrender to the corporation, or to a transfer agent of the corporation, of a certificate of stock duly endorsed or accompanied by proper evidence of succession , assignment, or authority to transfer , and such documentary stamps as may be required by law, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto and cancel the old certificate . Every such transfer of stock shall be entered on the stock book of the corporation which shall be kept at its principal office or by its registrar duly appointed. The corporation which shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof , and accordingly , shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof , except as may be required by the laws of Colorado. ARTICLE VI Indemnification of Officers and Directors Each director and officer of this corporation and each person who shall serve at its request as a director or officer of another corporation in which this corporation owns shares of capital stock -7- or of which it is a creditor, whether or not then in office, and his personal representatives shall be indemnified by the corporation against all costs and expenses actually and necessarily incurred by him in connection with the defense of any action, suit, or proceeding in which he may be involved or to which he may be made a party by reason of his being or having been such director or officer , except in relation to matters as to which he shall be finally adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty. Such costs and expenses shall include amounts reasonably paid in settlement for the purpose of curtailing the costs of litigation, but only if the corporation is advised in writing by its counsel that in his opinion the person indemnified did not commit such negligence or misconduct. The foregoing right of indemnification shall not be exclusive of other rights to which he may be entitled as a matter of law or by agreement. ARTICLE VII Miscellaneous Section 1 . Waivers of Notice. Whenever notice is required by law, by the certificate of incorporation, or by these by-laws , a waiver thereof in writing signed by the director, shareholder , or other persons entitled to said notice, whether before, at , or after the time therein, or his appearance at such meeting in person or ( in the case of a shareholder ' s meeting ) by proxy, shall be equivalent to such notice. Section 2 . Seal . The corporation seal of the corporation shall be circular in form and shall contain the name of the corporation and the words "SEAL" and "COLORADO. " Section 3 . Fiscal Year . The fiscal year of the corporation shall be established at the time of filing the first corporate tax return. Section 4 . Amendments . The board of directors shall have power to make, amend, and repeal the by-laws of the corporation at any regular meeting of the board or at any special meeting called for the purpose . -8- t4,:N(:Nu X71 pI�■�]1■(� �I�1 DEPARTMENT OF �,,•,,.•,,-'s". CERTIFICATE. STATE 9, NATALIE MEYER , /Perm/airy of ]4 he of the ,Wake of 'alo-aa¢ hete4 cegib Mai the A2eherAlie% yc2 the ibacu n e of /lzia c&dificale have /eon /t9 er/ in, renntliotnce todh law aind aae forand to ce-nfinm to law. e. /ce&2 &ty4, the unohnolineCG, 4 videte of the as t141 'seams in me 0 k, he/teem 44€164 A CERTIFICATE OF INCORPORATION TO WASTESERVICES: INC. a�a• C '0. ,,v-v__--:NN natii•9DD dill ----...„.„..N.\\ �< *--" f '' i \\ J ;`I T '41-s;;;;;;;....,,,, INE NV tt, "�( ��0 7:2(71- - (7 t.-.- )7i��l. // L/ N. -sn .�.�.1..,at't "r�l� ( .J SECRETARY OF STATE 17 • �,�,, DATED: NOVEMBER 1985 1,1 • , ' ARTICLES OF INCORPORATION FILED OF ;,i ,,, 5 A10 : 09 N0V -5 1985 WASTE SERVICES, INC. STATE OF COLORADO DEPARTMENT OF STATE I , the undersigned natural person of the age of eighteen years or more, acting as incorporator of a corporation under the Colorado Corporation Act, adopt the following Articles of Incorporation for such corporation: FIRST; The name of the corporation is WASTE SERVICES, INC. SECOND: The period of its duration is perpetual . THIRD: The purpose or purposes for which the corporation is organized are: to own and operate waste disposal sites and the transaction of all lawful business for which corporations may be incorporated pursuant to the Colorado Corporation Code , and to manufacture, distribute , grow, purchase, or otherwise acquire, own , mortgage, pledge , rent, sell , assign, broker , and transfer or otherwise dispose of , to invest in, trade, deal in and deal with goods , produce, wares , and merchandise , and real and personal property of every class and description, as authorized under the laws of the State of Colorado and the laws of the United States of America. FOURTH : The corporation shall have all powers authorized under the laws of the State of Colorado and the laws of the United States of America. FIFTH : The authorized capital stock the corporation shall be authorized to issue is 100 ,000 shares, and said shares shall • have no par value and shall be non-assessable. SIXTH: Cumulative voting of shares of stock is not authorr ezid. SEVENTH : Shareholders shall have no pre-emptive right to acquire additional or treasury shares of the corporation. EIGHTH: The address of the initial registered office of the corporation is 1253 49th Avenue , Greeley, Colorado 80634 , and the name of its initial registered agent at such address is Lynn Keirnes . NINTH : The address of the place of business is 1253 49th Avenue, Greeley, Colorado 80634 . TENTH: The number of directors constituting the initial Board of Directors of the corporation is three ( 3 ) , and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are: NAME ADDRESS LYNN KEIRNES 1253 49th Avenue , Greeley, Colorado 80634 LELA J. KEIRNES 1253 49th Avenue, Greeley, Colorado 80634 C. BRADLEY KEIRNES 1253 49th Avenue, Greeley, Colorado 80634 ELEVENTH : The following provisions are inserted for the management of the business and for the conduct of the affairs of the corporation , and the same are in furtherance of and not in limitation or exclusion of the powers conferred by law. Contracts with Directors , Etc. No contract or other transaction of the corporation with any other person, firm, or corporation, or in which this corporation is interested shall be affected or invalidated by : (1) The fact that any one or more of the directors or officers of this corporation is interested in or is a director or officer of another corporation; or ( 2 ) The fact that any director or officer , individually or jointly with others , may be a party to or may be interested in any such contract or transaction. Each person who may become a director or officer of the corporation is hereby relieved from any liability that might otherwise arise by reason of his contracting with the corporation for the benefit of himself or any firm or corporation in which he may in any way be interested. TWELFTH : The name and address of the incorporator is : NAME ADDRESS WILLIAM L. WEST Suite 402, 1100 Tenth Street , P.O. Box 127 , Greeley, Colorado 80632 DATED this , /Z!_ day of tiG , 19 eS.- WILLIAM L. WEST STATE OF COLORADO ) ss . : COUNTY OF WELD I , Kelly Jean Tomasi , a notary public, hereby certify that on the 4th day of November , 1985, -2- personally appeared before me WILLIAM L. WEST, who being by me first duly sworn, declared that he is the person who signed the foregoing document as incorporator and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th day of November , 1985 . My Commission expires : /August 12 , 1987 t O--01 Notary ticis �{�Yw1 1100 Tenth Street, Suite 402 Greeley, CO 80631 -3- CONSENT TO ACTION TAKEN IN LIEU OF ORGANIZATION MEETING OF INCORPORATORS AND DIRECTORS OF WASTE SERVICES, INC. The undersigned, being the incorporator and directors of the corporation, hereby consent to and ratify the action taken to organize the corporation as hereinafter stated: The Certificate of Incorporation, filed on November 5 , 1985 , with the Secretary of State of this State, was approved and inserted in the record book of the corporation. The persons whose names appear below were appointed directors of the corporation to serve for a period of one year and until their successors are appointed or elected and shall qualify: C. LYNN KEIRNES LELA J. KEIRNES The persons whose names appear below were appointed officers of the corporation to serve for a period of one year or until their successors are appointed or elected and shall qualify: C. LYNN KEIRNES - President - Treasurer LELA J. KEIRNES - Secretary - Vice-President The By-laws regulating the conduct of the business and affairs of the corporation were adopted and inserted in the record book. The seal , an impression of which appears in the margin of this consent, was adopted as the corporate seal of the corporation, and the specimen of certificates for shares in the form exhibited and inserted in the record book was adopted as the corporate stock certificate. Discussion was held concerning the issuance of stock, and prior to the actual issuance of stock, it was deemed advisable and agreed it was the intention to issue the stock in accordance with the provisions of Section 1244 of the Internal Revenue Code, due to the fact that the section permits ordinary loss treatment when the holder of such stock sells or exchanges the stock at a loss or when the stock becomes worthless . The corporation was authorized and directed to issue stock as follows: C. Lynn Keirnes - 15 , 000 shares and Lela J. Keirnes - 15 , 000 shares , in consideration for the assets as set forth on the Financial Statement and Schedules attached hereto and incorporated by reference herein as Exhibit A. By signing these Minutes , C. Lynn Keirnes and Lela J. Keirnes hereby convey, transfer, and quit claim all their right, title, and interest in said assets listed on Exhibit A, or the financial statement attached hereto, unto the corporation. After discussion it was determined that the Corporation should conduct its banking operations at Union Colony Bank, Greeley, Colorado. Thereafter, upon motion duly made, seconded, and unanimously adopted, it was, RESOLVED, that Union Colony Bank be and hereby is designated as a depository of the Corporation ' s funds and that orders for the payment of money and other negotiable instruments may be endorsed for cash or deposit by any of the officers of the Corporation or its agents , which endorsements can either be in writing or by stamp without designation of the person so endorsing. RESOLVED, for the purpose of withdrawal of Corporation ' s funds , Union Colony Bank is authorized and directed to honor all checks and other orders for the payment of money drawn in this Corporation ' s name ( including those drawn to bearer, or cash, or to individual order of any person whose name appears thereon as signer ) when signed by any one of the following: C. LYNN KEIRNES LELA J. KEIRNES FURTHER RESOLVED, that the authority of the aforesaid officers to perform each and all of the powers conferred by the foregoing resolution shall continue until notice in writing, terminating such authority, shall be received by Union Colony Bank and shall be noted upon the certified copy of said resolutions delivered to said bank. Discussion was held concerning salaries , and it was resolved that the salaries to the officers and employees shall be in amounts as from time to time determined by the board of directors . -2- A contract with Colorado Landfill , Inc . , for the acquisition of certain property and equipment known as the Greeley Landfill site and the Eaton Landfill site, was examined and approved. The president was authorized to execute the contract and further to execute and deliver all other documents necessary to close and complete the purchase of the Greeley and Eaton Landfill sites . The president stated that the Union Colony Bank was going to finance the purchase of the Greeley and Eaton Landfill sites . A proposed loan agreement with Union Colony Bank was examined and approved. The president was authorized to execute the loan agreement and further to execute and deliver all notes , deeds of trust, financing statements , security agreements , and other documents necessary to carry out the terms and requirements of the loan agreement. The president was further authorized to take all action necessary to take over the operation of the Greeley and Eaton Landfill operations . DATED: 72pti /9/5 ' _ kettnoup LELA J. KEIRNES, Secretary RATIFIED & APPROVED: � � � C. L N KEIRNES LELA J. 4EIRNES -3- r 14„,S pi +,. 'C ;•;,(24,-‘t,.:.,,•••4:(0,14)1 1! n.,./.•.§:„ ,;,„?!iii;,r .,�1 t ^ fl .� Ifhhj JAI �` n f.'exhhl I ` 11x!(("hhhIfhh'f a'. .v" �fj(M fl ^r tith'j ,1. Al'14f ,7." ' �)I��y�,q IY151�f, I. 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LI LTV NIW Ld 1') IIN1I saq:'anua nip �q sum ual m— ua um Intl alp m loll 9n n tnsu untmu r I N d N L 11 ...him ,Gull tl%In-N Sra panrls ll I t II I I `le 6t ut 'u ulmmi a I' m 211211 u 1 et .._. 'I Ilet; '1eoipil.1a:, ,np jr -acj agll Ito tittoatrluts:nit Ittr pnsn to fm l'suutletnl ittptic Ru 1m U) N u. I HI Ywpwo-tr IInJ ul loll IIJ L1, I itere tion Ise Record cr. . Recorded at _.. _o'elerb__ . NI Recorder's St amp i THIS DEED, Made this third day of December !i 19 85 ,between Colorado Landfill, Inc., a corporation duly organized and existing under and by virtue of the laws of Lhu State of Colorado of the first part, and Waste Services, lIne. , a Colorado Corporation c/o Lynn Kei_rues whets. legal add rec:.s is 1253 — 49th Avenue, Greeley, CO 80634 �. of the ('ountyor Weld and State of Colorado ! of the second pant_ 1YIlNF:5SF:9'II Thal the said parry ofthrfirstpart,for and in ronsidcration of the sum of Other Good and Valuable Considerations and Ten and no/100------- DOLL\l-t-;, to the said party of the first part in hand paid by the said party of the second part, the receipt whereof is ' hereby confessed and acknowledged. has granted, bargained, sold and conveyer! and by these pmsenl.s does grout, bargain, sell, convey and confirm unto the said party of the second part, it.LS heirs and assigns II forever,"Il of the following de Bribed lot — or pnreel S of land,.situate,lying and Lei ng in the County of Weld anti State of Colorado, to wit: The W1/25W1/4 and the Sh1/4SW1/4 of Section 32, Township 5 North, Range 66 West of the 6th P.M. , Weld County, Colorado, excepting therefrom that parcel conveyed by deed recorded March 11, 1.930 in hook 891 at Page 143, together with all water rights appurtenant. to said property, and certificate of designation No. / ' H for operation of a solid waste disposal site u- p granted by the Board of County Commissioners of Weld County, Colorado. also known as street and number '1oGG'PIIl:R with all and singular the hercditaments and apps rtenanery thereunto belonging, or in anywise uppvrtain ug, and the reversion or reversions,ns, renrainde no rents, issues and profits thereof; ;tad all the estate, right. title,interest, claim and demand wh.itsoever of tie said party of the first pin 1, either in law car equity,of, in and to th:: above bargained premises, with the hereditaments and appurtenances, . '1(1 HAVE AND TO HOLD..I e said premises above bargained and described,with the app'drtc:nanees, LW tJ rho sold party of h!second part, i is heirs and assigns forever:And the said Colorado Landfill, Inc. , a Colorado Corpor-at I.on party ofthe lustpart for itself, 1. and in Successors,does covenant,grunt, hargal n and agree to and with the said part y of the second part, its h irsand :Lssi ns, that at the time of the ensealingawl delivery of these presents it iswell seized of the premises :these conveyed, as of a good, sure, perfect, absolute and indefeasible estate of inheritance:, in law, iii lee simple, and has good right. hill power and lawful authority to grant, bargain,sell and convey the same ill ni:inner and form it foresail, endd that the same are free and clear from all fernier and other grants, bargain ', sales, liens,taxes.assessments and L:s unit),anees of whatever kind or nature-soeve r; subject to a mortgage. to United Bank of Fort Collins , National Association recorded in Book 897 as Reception No. 1818904 and subject to a tluancin{ statement to United Bank of Fort Collins ,as! Trustee filed under No. 0199868 and recorded in Book 1062 as Reception No. 2002.449, all recorded in Weld County Records which grantee agrees and assumes to pay . Also .! subject to those itcmc attached hereto as 'Hahibit "A". and t Ile above bargained premises in the luiel and peaceable possession of the said II part y of the second part ii LS heirs and assigns,against all and every person orpyrroi s hnvfully claiming or to claim the whole DI: or any part thereof 1.he said party of the lust part shall and will N4\RRAN'f AND FOREVER DEPEND. 75 . 00 IN 161 fN4:SS WHEREOF',The said party of the first part has caused its corporate name to he hereunto subscribed by its President and its co rpora le scud to he hereunto affixed,attested by itsii Secretary, the day and year first above written. Attest: c /"tyiColor rd() I,uud ..-i.1I , Inc . , a Colorado Corporate FTATY OF COTk..0kA DO, 7/ L7 1 :,. Cue ntv of WI-Ii-fl The foregoing instrcrtent was acknowledged before me this third dayol December 1985 , by Danny L. Condors as ]'resident.and Gary Horton as Secretary of Colorado Lan cif ill, lu c. , a Lol_orado Xcorporatien. My notarial cornrrri :sion expires October 23, 1989 Witness nil hand and officio seal 7 ...,._I. , ..1 'A • Taxes for the yea 985 a lien , but not yet due c ,. mgable. Rights of ,way and easements as now established and used , including but not limits' to roads , ditches , pipe lines , power lines, telephone lines and reservoirs . Right of way for COUNTY ROADS 30 feet wide on either side of section and to•wnshi lines as established by ORDER OF INC1 110r33D OF COUNTY COMMISSIONERS POP WELD CCUt7 - recorded OCTOBER 14, 1889 in BOOK 86 at PAGE 273, e runs , conditions and provisions evisions of GRt ELEY—LOV .LAND SHAREHOLDER 'S DOMESTIC WATER ACREEMENT, recorded SEPTEMBER EMBER 10 , 1963 in BOOR 'i89 as RECEPTION NO . 1116769 . Terms , conditions , provisions and obligations of Lease Agreeum.nt between COLORADO LANDFILL, INC. , 1 COLORADO COi2] , RATI:ON ( ' 'COLORADO LANDFILL IL'L ' ' ) KELt:NES CORPORATION, A COLORADO CORPORATION ( "PARENT " ) , AND BYRON KEIRNl. S , AN INUI Ill':J ( h:G.Ii1Nr;S ' ) , Lessors , and BROWNING—FERRIS INDUSTRIES OF COLORADO , INC. , . rr COLORADO CORPORATION ( ii].f_ ' ' ) , Lessee , recorded AUGUST 28, 1985 in BOOR 1081 as RECEPTION NO. 2022563 . Reservation as contained in Patent recorded FEBRUARY 10, 1919 in BOOK 333 at PAG' 120 , said reservation being as follows : Right of the proprietor of a vein or lode to extract and remove his ore there( re,. should the same be found to penetrate or intersect the premises . Right of way for ditch,.s and canals constructed by the aut'nnrity of the Maiel. States . Mineral Deed from ROBERT RUSSELL and ELLEN RUSSELL to LOREN D SUAYNR and DORCT!i. R. SUAYNE conveying AN (UNDIVIDED 1/8 INTEREST IN AND TO ALL. OK TIIE OIL, CAS AND OTHER MINERALS IN AND UNDER AND THAT MAY BE PRODUCE') FROM SAID LANDS recorded DECEMBER 5, 1956 in BOOK 1465 at )'ACE 36, together with the right o7 1ngr.-ess :dui egress at all Lifers for the poi In,se of mining , drilling nod exploring said land for oil , gas , ,l lQ oche _ minerals and removing the sat lL therefrom; and any iu,.r rc_ therein si-g,mmen is or conveyances thereof . Reservation of AN UNDIVIDED 348 INTEREST IN AND TO ALL OIL, CAS AND OTHER Ml l'l.I,.AI LOCATED IN , ON OR UNDER TEE ABOVE DESCRIBED PREMISES OR THAT MAY BE PRODUCED AND SAVED -THEREFROM as contained in instrument from ROBERT RURSELL AND ELLEN RUSSELL mcorded MARCH 2, 196/ in BOOK 508 as RECEPTION NO. 1430417 , and any interests therein IssigI media , or- convl yances here:Of. - Reservation of AN UNDIVIDED 1/4 INTEREST IN AND TO ALL OIL, GAS AND OTER. MIN LOCATED IN, ON, OR UNDER THE ABOVE DESCRIBED PREMISES THLRT MAY. BE PRODUCED THEREFROM as contained in instrument from JOSEPH I, W. LROUGI'., .]R. recorded D'' H I] 20, 1965 in 1100K 556 as RECEPTION NO. 1478112, and any interests therein; assignments , or Conveyances thereof. Reservation of AN UNDIVIDED 1;' INTEREST IN AND TO ALL OIL, GAS AND OTHER MINERAL LOCATED IN, ON OR UNDER THE ABOVE DESCRIBED PREMISES THAT MAY 131: PRODUCED TIIE RI':I' as contained in instrument from DOS RIOS, INC. recorded OCTOBER 21 , 1971 in DOOR 655 as RECEPTION NO. 1577336, and any interests therein, ❑sstg meats, or conveyances thereof. Reservation of AN UNDIVIDED INTEREST IN AND TO ALL OIL, GAS AND OTHER MINERALS LOCATED IN, ON, OR UNDER THE ABOVE DESCRIBED PREMISES THAT MAY BE PRODUCED IHEREFROM, NOT HERETOFORE RESERVED OR CONVEYED a.; contained in instrument from MOFFAT & SON, INC. recorded 3riNUARY 29, 1973 in I300K 684 as RECEPTION NO. 160620( and any interests therein, assignments , or conveyances thereof . Recorded at __ —Heiock— ._- M11 Reception No _._ __ —____ _.__ __ _ __ Rcamla- RECORDER'S SLAP BILL OF SALE KNOW ALL MEN BY THESE PRESENTS, That Colorado Landfill, Inc. , a Colorado Corporation of the County of Weld , in the State of Colorado, I (Seller), for and in consideration of Other Good and Valuable Considerations and One--- Dollars, to hint in hand paid. at or betbre the enscaling or delivery of these presents by Waste Services, Inc. , a Colorado Corporation of the County of Weld , in the State of Colorado, (Buyer),the receipt of which is hereby acknowledged, has bargained and sold,and by these presents does grant and convey unto the said Buyer, his personal representatives, successors and assigns, the following property, goods and chattels, to wit: 1983 Al—Jon 750 Trash Packer Serial No. 12278 1981 Rexnord 3-55 Trash Packer Serial No. HNR-115 1973 Rexnord 350 Trash Packer Serial No. HTR-419 1976 Case 1450 Dozer Serial No. 8379608 1972 Cat D-8H Dozer Serial No. 46A23571 1976 I.H.C. 442 Scraper Serial No. 588 I. 1972 Galion 16013 Grader Serial No. CC02586 Ford Gas Tractor/Loader with Box Scraper tools, equipment, r ssure washer Miscellaneous parts, supplies and shop including pressure � and office equipment II located at TO I I AVE AND TO HOLD the same unto the said Buyer, his personal representatives. successors and assigns, forever: 'lhc said Seller covenants and agrees to and with the Buyer,his personal representatives,successors and assigns,to WARRANT AND DEFEND the sale of said property,goods and chattels,against all and every person or persons whomever.When used herein,the singular shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. IN WITNESS WHEREOF, the Seller has executed this I3ill of Sale this 3/�-clay of December , 19 85 I,I Attest: Colorado Landfill, -Inc. , a Colorado , Secretary K,Coporation , By: zar1->u_ STATE OF COLORADO, �� , President ss. County of Weld 'the Ibingoing instrument was acknowledged belim me this 2 /IL-- day of December . 19 85 • My com;uission expires Witness my hand and Official seal. My Commission Expires October 23, 1989 ((( No.3SA. Rev.9-83. MIA.OF SALE o ad t uba Ming.?H--W.(fi 11 „c.. ;Ike,mid,rnxo]ra--rl0'r"'5900 ,-s-I No.910-P.—ur,ul(nrd rnhm,hinc Co-.u,tnv. ,coLunule—II-79 Fore A.thorired by Colorado Meter Vehld.Department. POWER OF ATTORNEY (For Motor Vehicle Only) KNOW ALL MEN BY THESE PRESENTS, That I, Colorado Landfill, Inc. , a Colorado Corporation of the county of Wald , State of Coln ra.dn do,by these presents make,constitute and appoint W.85.Ge-.It r .. S:eS.a.-. ac.....,__fi...C.9.311.rA.do Cp.K2Qy.ctt1Q11 my true and lawful attorney-in-fact, to apply for a Certificate of Title upon, and/or to endorse and transfer title thereto for my ..Si..M,..G.,.T1C2,0.20.3...P..:Lckup Automobile, Style Year ._.1.9B2.......... Model Serial No.1 GTl,1K211C7817c Naar No. and represent in such trans- fer ns?igntveni.'that the title to said car is free and clear of all liens and encumbrances, except . � � � Co, orado Landfill,...Inc:-;.-,.... _a0ol,g.l;.ado corporaLion ' BY -L-cl.rt2 _.d -0<lat G[.x.E .-- r =__ PrecidvnI __ Subscribed and sworn to before mo this C�-- day of December // 10 85 My Commission Expires /--- No a y bile. My Commission expires October. 23, --1.9-89 No.910-P._a rndru rd r„i,r,h p,,a co., nr ,n acn c,!i„rJ,de—11-m Yore Anthorlred by Coloredo?dolor Vehicle Department. POWER OF ATTORNEY (For Motor Vehicle Only) KNOW ALL MEN BY THESE PRESENTS, That I, Colorado Landfill, Inc. , a Colorado Corporation of the county of Weld State of Colorado do,by these presents make,constitute and appoint Waste Services, Inc. , a Colorado Corporation my true and lawful attorney-in-fact, to apply for Certificate of Title upon, and/or to endorse and transfer title thereto for my 2 Axel Kane Trailer Automobile, Style Year Model Serial No. Motor No. and represent in such trans- fer assignment that the title to said car is free and clear of all liens and encumbrances, except Colorado Landfill, Inc. , a Colorado Corporation • — ------- .iii— ^.. , 1."3 Ls id en Subscribed and'sworn to before me this �.l�_(. ::._...day of December i 19 85 - My Commission Expires (/ , i 6('-,CA�Z-j7/z' My Commission expires October 23, 1989 Nosn Public. No.010-1'.—urndLurd eoIiL$Lh,y co.,I Vors Authorised by Colorado Motor Veh Lp.rtmooh POWER OF ATTORNEY (For Motor Vehicle Only) KNOW ALL MEN BY THESE PRESENTS, That I, Colorado Landfill, Inc. , a Colorado Corporation of the county of Weld State of Colorado do,by these presents Make,'.consti.tute and appoint Waste Services, Inc. , a Colorado Corporation my true and lawful attorney-in-fact, to apply for a Certificate of Title upon, and/or to endorse and transfer title theretoleu: M Gr_..�....;(.4A1 Service Truck Automobile, Style Year 1978 - Model Serial No.TCS338V566601 Motor No. and represent in such trans- fer assignment that the title to said car is free and clear of all liens and encumbrances, except Colorado Landfill, Inc. , a Colorado Corporation PresJ.den t Subscribed and sworn to before me this day /of Deeeemb 'r - 19 85 My Commission Expires w 7 d-2. 7' J(AL// � Notary 3'nhlic. October 23, 1989 My Commission expires No.910-P.--uredmr d Publishing co.. Denver.o,turndo—i i.1' Vona Authorised by Colorado Motor Vehicle Department. POWER OF ATTORNEY (For Motor Vehicle Only) KNOW ALL MEN BY THESE PRESENTS, That I, ..c..a1.Qr..&.d.0_..L.andf:i.11.,....Lac..,-„._a_Co.lnr.ada...Cnrptoration of the county of Weld State of Colorado do,by these presents make, constitute and appoint Waste Services, Inc. , a Colorado corporation my true and lawful attorney-in-fact, to apply for a Certificate of Title upon, and/or to endorse and transfer title thereto for,myl-FI.C. F-1700 Tank Truck Automobile, Style , Year 1973 Model _ Serial No. CCA1520S , Motor No. and represent in such trans- fer assignment that the title to said car is free and clear of all liens and encumbrances, except Colorado Landfill, Inc. , a Colorado Corporation By , _.![(ta<rti-.. c[rr . �t c ...........Pr.s±sdrnt• Subscribed and sworn to before me this 3 day of December / 19 85 My Commission Expires � ,xp. y t hus. 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C ^t tN -- b' b: f,' .i• by ;N — t:. -..I NW by ti. fN -• TN +-' ti C N ..I. 0 C'+ C L0 YD V 0 Cs 0 PN Cr' ..—, 4t b` 0r'.I --I C {• Ni P- ti. tr, Cr. P. Cr. M• C N _, ,..0 V CD LC., t' CD .-q CD - 1-! C. LYNN AND LELA J. KEIRNES PERSONAL FINANCIAL STATEMENT December 3, 1985 TABLE OF CONTENTS Accountants' Compilation Report 2 STATEMENT OF FINANCIAL CONDITION 3 NOTES TO FINANCIAL STATEMENT 4 -1- Ah ANdERSON ®WHITNEY C. Lynn and Lela J. Keirnes Greeley, Colorado We have compiled the accompanying statement of financial condition of C. Lynn and Lela J. Keirnes as of December 3, 1985, in accordance with standards established by the American Institute of Certified Public Accountants. A compilation is limited to presenting in the form of financial statements information that is the representation of the individuals whose financial state- ments are presented. We have not audited or reviewed the accompanying financial statement and, accordingly, do not express an opinion or any other form of assurance on it. n Ci�HIG INf d' b_li December 4, 1985 Greeley, Colorado _Z- C. LYNN AND LELA J. KEIRNES STATEMENT OF FINANCIAL CONDITION December 3, 1985 ASSETS Cash $ 1,900 Investment in Waste Services, Inc. 700,000 Cash Surrender Value of Life Insurance 10,000 Residence 260,000 Vehicles, Boat and Motorhome 45,000 Household Furnishings 30,000 TOTAL ASSETS $ 1,046,900 LIABILITIES Accounts Payable $ 250 Income Taxes Payable - Notes payable 105,000 Mortgage Payable 174,000 Total Liabilities 279,250 ESTIMATED INCOME TAXES Estimated income taxes on the differences between the estimated current values of assets and the _ estimated current amounts of liabilities and their tax bases 140,000 NET WORTH 627,650 TOTAL LIABILITIES AND NET WORTH $ 1,046,900 See Accompanying Accountants' Report and Notes to Financial Statements. -3- C. LYNN AND LELA J. KEIRNES NOTES TO FINANCIAL STATEMENTS December 3, 1985 Note 1 - Summary of Significant Accounting Policies: The accompanying financial statement includes the assets and liabili- ties of C. Lynn and Lela J. Keirnes. Assets are stated at their estimated current values, and liabilities at their estimated current amounts. All estimates are based upon values as determined by Mr.and Mrs. Keirnes. Note 2 - Investment in Waste Services, Inc. : Mr. and Mrs. Keirnes own 100% of the common stock of Waste Services, Inc. , a landfill operator. The estimated market value of this corporation has been determined by estimating the market value of its assets less its liabilities. The condensed balance sheet of Waste Services, Inc. which was organized on December 3 , 1985, is as follows: December 3 1985 Current assets $ 87,682 Property and equipment 1,173,318 Other assets 25,000 TOTAL ASSETS $ 1,286,000 Current liabilities $ 210,000 Long-term debt 1,075,000 Total Liabilities 1,285,000 Stockholders' equity 1,000 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1, 286,000 Management estimates that the market value of the landfill sites is approximately $700,000 over the cost to Waste Services, Inc. -4- Note 3 - Notes Payable: November 30 1985 Promissory note to bank with interest at 1.5% over the bank's prime rate, payable in monthly install- ments of $3,000 including interest, outstanding principal due July 29, 1986, collateralized by motorhome $ 37,000 Promissory note to Brad Keirnes (Mr. and Mrs. Keirnes' son) with interest at 12%, due on demand, without collateral 68,000 $ 105,000 Note 4 - Mortgage Payable: The mortgage (collateralized by the residence) is payable in monthly installments of $1,936, including interest at 13%. A final balloon payment is due in August, 1990. Note 5 - Estimated Income Taxes on Unrealized Asset Appreciation: The estimated current amounts of liabilities at November 30, 1985 equaled their tax bases. Estimated income taxes have been provided on the excess of the estimated current values of assets over their tax bases as if the estimated current values of the assets had been realized on the statement date, using applicable tax laws and regula- tions. The provision will probably differ from the amounts of income taxes that eventually might be paid because those amounts are determined by the timing and the method of disposal or realization and the tax laws and regulations in effect at the time of disposal or realization. Note 6 - Contingent Liabilities: Mr. and Mrs. Keirnes are guarantors under the trust agreement for industrial revenue bonds issued to Keirnes Corporation. The bonds are secured by real estate and water rights. The principal amount of the bonds under the guarantee is $1,120,000. -5- WASTE SERVICES, INC. PROJECTED ORGANIZATIONAL BALANCE SHEET AND PROJECTED STATEMENTS OF CASH FLOW Years Ending November 30, 1986 through November 30, 1990 TABLE OF CONTENTS Accountants' Compilation Report 2 PROJECTED ORGANIZATIONAL BALANCE SHEET 3 PROJECTED STATEMENT OF CASH FLOW - Twelve Months Ending November 30, 1986 4 PROJECTED STATEMENT OF CASH FLOW - Years Ending November 30, 1986 through November 30, 1990 6 SUMMARY OF SIGNIFICANT PROJECTION ASSUMPTIONS AND ACCOUNTING POLICIES 7 -1- ,-AN, ANdERSON • ®WE1ITNEy Ill ■ ■ III • Board of Directors Waste Services, Inc. Greeley, Colorado The accompanying projected organizational balance sheet and projected statements of cash flow of Waste Services, Inc. as of December 3, 1985 and for the twelve months ending November 30, 1986 and years ending November 30, 1986 through November 30, 1990 and the summary of significant projection assumptions and accounting policies are management's estimates of financial position and cash flow for the projection period, but are not intended to represent the most probable future financial results. The financial projection reflects manage- ment's judgment, based on present circumstances, of the expected conditions and its expected course of action. However, some assumptions inevitably will not materialize and unanticipated events and circumstances may occur; therefore, the actual results achieved during the projection period will vary from the projec- tion, and the variations may be material. We have compiled the projected financial statements referred to above. A compilation of a projection does not include evaluation of the support for the assumptions underlying the projection. Because a compilation of a projection is limited as described above, we do not express a conclusion or any other form of assurance on the accompanying financial statements or assumptions. We have no responsibility to update this report for events and circumstances occurring after the date of this report. al4eltcesj L--24 December 2, 1985 Greeley, Colorado -2- WASTE SERVICES INC. PROJECTED ORGANIZATIONAL BALANCE SHEET December 3, 1985 ASSETS Current Assets: Cash $ 61,000 Cash with bond trustee 86,682 Total Current Assets 147 ,682 Property and Equipment: Equipment 410,000 Landfill sites and water rights 763,318 1,173,318 Less: Accumulated depreciation - Total Property and Equipment - net 1,173,318 Other Assets: Organizational costs 25,000 Total Other Assets 25,000 TOTAL ASSETS $ 1,346,000 LIABILITIES Current Liabilities: Notes payable $ 90,000 Accounts payable 25,000 Prepaid landfill fees 110,000 Current portion of long-term debt 45,000 Total Current Liabilities 270,000 Long-Term Debt 1,075,000 Total Liabilities 1,345,000 STOCKHOLDERS' EQUITY Common Stock, no par value; authorized 100,000 shares; 1,000 shares to be issued 1,000 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,346,000 See Accompanying Summary of Significant Projection Assumptions and Accounting Policies, and Accountants' Report. -3- WASTE SERVICES, INC. PROJECTED STATEMENT OF CASH FLOW Twelve Months Ending November 30, 1986 December January February March April May Revenue: Landfill fees: Greeley $ 10,000 $ 13,000 $ 8,400 $ 19,400 $ 24,300 $ 29,300 Eaton 8,600 9,000 9,000 11,000 11,800 11,000 Total Revenue 18,600 22,000 17,400 30,400 36,100 40,300 Operating Expenses: _. Accounting services 300 300 300 300 300 300 Auto expense 600 600 600 600 600 600 Depletion 2,400 2,400 2,400 2,400 2,400 2,400 Depreciation 4,200 4,200 4,200 4,200 4,200 4,200 Engineering services 100 100 100 100 100 100 Fuel and oil 1,800 1,800 1,800 1,800 1,800 1,800 Insurance - group 800 800 800 800 800 800 Insurance - property (3.6% of rev.) 1,000 1,100 900 1,500 1,700 1,900 Office supplies 300 300 300 300 300 300 Operating supplies 500 500 500 500 500 500 Payroll taxes 2,100 1,900 1,900 1,900 1,900 1,700 Repairs and maintenance - equipment 4,000 4,000 4,000 4,000 4,000 4,000 Repairs and maintenance - buildings 200 200 200 200 200 200 Lease expense 3,000 3,000 3,000 3,000 3,000 3,000 Salaries - officer 5,500 5,500 5,500 5,500 5,500 5,500 Salaries - other 8,800 7,200 7,200 7,200 7,200 5,700 Site maintenance 1,000 1,000 1,000 1,000 1,000 1,000 Surcharge (5% of Rev.) 1,000 1,100 900 1,500 1,800 2,000 Taxes - miscellaneous 700 700 700 700 700 700 Telephone 100 100 100 100 100 100 _ Tires 400 400 400 400 400 400 Travel and entertairrwnt 200 200 200 200 200 200 Utilities 500 500 500 500 500 500 Total Operating Expenses 39,500 37,900 37,500 38,700 39,200 37,900 Income before Interest and Taxes (20,900) (15,900) (20,100) (8,300) (3,100) 2,400 Add: Depreciation and Depletion 6,600 6,600 6,600 6,600 6,600 6,600 -- Add: Sale of Equipient - - - 150,000 - - Cash Available for Debt Service and Taxes (14,300) (9,300) (13,500) 148,300 3,500 9,000 Debt Service on IRB's (P&I) (10,500) (10,500) (10,500) (10,500) (10,500) (10,500) Proceeds from Stnrk Issued 1,000 - - - - - Start-up Costs (25,000) - - - - - Note Payoff (30,000) - - - - - line-of-Credit: Borrowings 90,000 20,000 24,000 - - - Principal payments - - - (120,000) - - Interest payments - - - (3,300) - - Net ('ash Increase (Decrease) $ 11,200 $ 200 $ - $ 14,500 $ (7,000) $ (1,500) ENDING CASH BALANCE $ 11,200 $ 11,400 $ 11,400 $ 25,900 $ 18,900 $ 17,400 Line-of-Credit Cumulative Balance $ 90,000 $ 110,000 $ 134,000 $ 14,000 $ 14,000 $ 14,000 See Accapanying Su n ary of Significant Projection Assumptions and Accounting Policies, and Accountants' Report. -4- June July August September October November Total $ 29,300 $ 50,200 $ 60,000 $ 60,000 $ 60,000 $ 60,000 $ 423,900 11,000 10,000 10,000 10,000 10,000 10,000 121,400 40,300 60,200 70,000 70,(00 70,000 70,000 545,300 300 300 300 300 300 3(0 3,600 6(0 600 600 600 600 600 7,200 2,400 2,400 2,400 2,400 2,400 2,400 28,800 4,200 4,200 4,200 4,200 4,200 4,2(0 50,400 100 100 100 100 100 1(0 1,200 1,800 1,800 1,800 1,800 1,800 1,800 21,600 800 800 800 800 8(0 800 9,6(0 1,900 1,9(0 1,900 1,900 1,900 1,900 19,500 300 300 300 300 300 300 3,6(0 500 500 50X) 500 500 500 6,000 1,700 2,100 1,700 1,700 1,700 1,7(0 22,000 4,000 4,000 4,000 4,000 4,000 4,000 48,000 200 200 200 2(0 200 200 2,400 3,000 3,000 3,000 3,000 3,(X0 3,000 36,000 5,500 5,500 5,500 5,500 5,500 5,500 66,000 5,700 8,600 5,70X) 5,700 5,7(0 5,700 80,400 1,000 1,000 1,000 1,000 1,000 1,000 12,000 2,000 3,(00 3,500 3,500 3,500 3,500 27,300 700 700 700 700 700 700 8,400 100 100 100 100 100 100 1,200 400 400 400 400 400 400 4,800 200 200 200 2(0 200 200 2,4(0 5(0 500 500 500 500 500 6,000 37,900 42,200 39,400 39,400 39,400 39,400 468,400 2,400 18,000 30,600 30,600 30,600 30,600 76,900 6,600 6,600 6,600 6,6(0 6,600 6,600 79,200 - - - - - 150,000 9,000 24,600 37,200 37,200 37,2(0 37,200 306,100 (10,500) (10,500) (10,500) (10,500) (10,5(0) (10,500) (126,000) - - - - - 1,000 - - - - - (25,000) - - - - - - (30,000) - - - - - - 134,(00 - (14,000) - - - - (134,(00) (600) - - - - (3,900) $ (1,500) $ (500) $ 26,700 $ 26,700 $ 26,700 $ 26,700 $ 122,200 $ 15,900 $ 15,400 $ 42,100 $ 68,800 $ 95,500 $ 122,200 $ 122,200 $ 14,E $ - $ - $ - $ - $ - $ - -5- WASTE SERVICES INC. PROJECTED STATEMENT OF CASH FLOW Years Ending November 30, 1986-1990 1986 1987 1988 1989 1990 Revenue: Landfill fees: - Greeley $ 423,900 $ 723,400 $ 763,600 $ 803,800 $ 844,000 Eaton 121,400 132,700 140,000 147 ,400 154,000 Total Revenue 545,300 856,100 903,600 951,200 998,800 Operating Expenses: Accounting services 3,600 3,800 4,000 4,200 4,400 Auto expense 7,200 7,600 7,900 8,300 8 , 800 Depletion 28,800 28,800 28,800 28,800 28,800 Depreciation 50,400 50,400 50,400 50,400 50,400 Engineering services 1,200 1,300 1,300 1,400 1,500 Fuel and oil 21,600 22,700 23,800 25,000 26,300 Insurance - group 9,600 10,100 10,600 11,100 11,700 Insurance - property _ . (3.6% of rev. ) 19,500 30,800 32,500 34,200 36,000 Office supplies 3,600 3,800 4,000 4,200 4,400 Operating supplies 6,000 6,300 6,600 6,900 7,300 Payroll taxes 22,000 24,000 25,000 27,000 28,000 Repairs & maint. - equipment 48,000 50,400 52,900 55,600 58,300 Repairs & maint. - buildings 2,400 2,500 2,600 2,800 2,900 Lease expense 36,000 36,000 36,000 36,000 36,000 Salaries - officer 66,000 66,000 66,000 75,000 80,000 Salaries - other 80,400 94,500 99,200 104,200 109,400 Site maintenance 12,000 12,600 13,200 13,900 14,600 Surcharge (5% of Rev. ) 27,300 42,800 45,200 47,600 49,900 Taxes - miscellaneous 8,400 8,800 9,300 9,700 10,200 Telephone 1,200 1,300 1,300 1,400 1,500 Tires 4,800 5,000 5,300 5,600 5,800 Travel & entertainment 2,400 2,500 2,600 2,800 2,900 Utilities 6,000 6,300 6,600 6,900 7, 300 Total Operating Expenses 468,400 518, 300 535,100 563,800 586,400 Income before Interest and Taxes 76,900 337,800 368,500 388,200 412,400 Add: Depreciation and Depletion 79,200 79,200 79,200 79,200 79,200 Add: Sale of Equipment 150,000 - - - - Cash Available for Debt Service and Taxes 306,100 417,000 447,700 467,400 491,600 - Debt Service on IRB's (P&I) (126,000) (126,000) (126 ,000) (126,000) (126,000) Provision for Income Taxes - (86,800) (115,000) (126,000) (139,000) Proceeds from Stock Issued 1,000 - - - - — Start-up Costs (25,000) - - - - Note Payoff (30,000) - - - - Line-of-Credit - Borrowings 134,000 - - - - — Line-of-Credit - Payments (P&I) (137,900) - - - - Net Cash Increase (Decrease) $ 122,200 $ 204,200 $ 206, 700 $ 215,400 $ 226,600 ENDING CASH BALANCE $ 122,200 $ 326,400 $ 533, 100 $ 748,500 $ 975,100 — See Accompanying Summary of Significant Projection Assumptions and Accounting Policies, and Accountants' Report. -6- WASTE SERVICES, INC. SUMMARY OF SIGNIFICANT PROTECTION ASSUMPTIONS AND ACCOUNTING POLICIES Years Ending November 30, 1986 through November 30, 1990 1. General Source of assumptions and uncertainties These projected financial statements are management's estimate of financial position and cash flow and are not intended to represent the most probable future financial results. Accordingly, the financial projections reflect management's judgment, based on present circumstances of the expected condi- tions and its expected course of action. The assumptions disclosed herein are those that management believes are significant to the projections. However, some assumptions inevitably will not materialize, and unanticipated events and circumstances may occur subsequent to December 2, 1985, the date of these projections. Therefore, the actual results achieved during the projection period will vary from the projections, and the variation may be material. Organization The corporation is to be capitalized by transfer of $1,000 cash to the corporation in exchange for common stock. Purchase of Assets The projected financial statements illustrate the purchase and operation of the Greeley and Eaton Colorado Landfill sites. The total purchase price for the landfill sites consists of the assumptions of customer prepayments of $110,000, assumption of Industrial Development Bonds issued by Weld County Colorado in the amount of $1,120,000, and assumption of a note payable in the amount of $30,000. Waste Services, Inc. will also assume an operating lease covering the Eaton Landfill site. Summary of Significant Accounting Policies The corporation will adopt the accrual method of accounting. The following summary of significant accounting policies is presented to assist the reader in evaluating the projected financial statements. Depreciation and Depletion: Property and equipment are recorded at acquisition cost. Equipment depreciation is computed using the straight line method over the esti- mated useful life of the equipment. Landfill site depletion is computed based on the amount of landfill space consumed annually. The equipment has been assigned a useful life of five years and the landfill sites have an estimated life of twenty-five years. Income Taxes: Investment tax credits are recognized using the "flow-through method. " 7 WASTE SERVICES, INC. SUMMARY OF SIGNIFICANT PROJECTION ASSUMPTIONS AND ACCOUNTING POLICIES - Continued Years Ending November 30, 1986 through November 30, 1990 2. Cash with Bond Trustee — In connection with the purchase of the landfill sites the Company will acquire funds held in trust for the benefit of bondholders . These funds are restricted to payment of principal and interest on the Industrial Revenue Bonds. 3. Notes Payable December 3 1985 Line of credit to be obtained at a local bank. Interest rate projected at 12% and secured by equipment. Initial amount borrowed for start up costs and working capital $ 60,000 Note payable to McQuinn Financial Services as part of assumption of liabilities in connection with purchase of assets 30,000 $ 90,000 4. Long-Term Debt The Industrial Revenue Bonds maturing through 1990 bear interest at 7.25% and bonds maturing in 1991 through 2000 bear interest at 7.50%. Monthly payments of $10,500 are paid to a trust fund which pays the bond holders as bonds mature. The bonds are secured by real estate and water rights. Bond maturities for the next five years and thereafter are as follows: 1986 $ 45,000 1987 50,000 1988 50,000 1989 55,000 1990 60,000 1991-2000 860,000 $ 1,120,000 5. Operating Lease The Eaton Landfill site is leased under a noncancellable operating lease under which the monthly rental is computed at 15% of the operator's gross monthly landfill fees. The lease expires in December 1990 and does not contain renewal provisions. Management anticipates that rental rates will increase in the near future and has shown a monthly rental of approximately 30% of gross fees for purposes of this projection. -8- 6. Historical and Projected Landfill Usage Actual cubic yards received at the landfill sites in calendar years 1980 through 1984 and the ten months ended October 31, 1985 are as follows: Cubic Yards Received Greeley Eaton Total 1980 291,516 51, 345 342,861 1981 242,947 43,930 286,877 1982 235,688 34,413 270,101 1983 272,397 43,921 316,318 1984 265,717 46,869 312,586 1985 (10 months) 235,071 45,821 280,892 Projected cubic yards for the twelve months ending November 30, 1986 and the fiscal years 1987 through 1990 are as follows: Cubic Yards Rate/ Fiscal Year 1986: Greeley Eaton Cu.Yd. December 24,500 4,000 $ 2.45 January 18,700 3,800 2.45 February 18,400 3,700 2.45 March 16,500 3,700 2.45 April 21,000 4,500 2.45 May 23,000 4,800 2.45 June 25,000 4,500 2.45 July 25,000 4,500 2.45 August 24,900 4,500 2.45 September 24,500 4,000 2.45 October 24,500 4,000 2 .45 November 24,500 4,000 2.45 Totals - 1986 270,500 50,000 1987 270,000 50,000 2.70 1988 270,000 50,000 2.85 1989 270,000 50,000 3.00 1990 270,000 50,000 3.15 Estimated remaining capacity at December 3, 1985 is 11,600,000 cubic yards at the Greeley site. 9 WASTE SERVICES, INC. SUMMARY OF SIGNIFICANT PROJECTION ASSUMPTIONS AND ACCOUNTING POLICIES - Continued Years Ending November 30, 1986 through November 30, 1990 7. Excess Cash Balances Management anticipates that cash accumulated in excess of the amount re- quired to operate the business will probably be distributed to the stockholders. Therefore, no interest income is projected in these financial statements. 8. Prepayments -_ Prepaid landfill fees assumed in the purchase of assets are projected to be applied through June of 1985. Therefore, cash receipts from landfill reve- nues have been reduced by $110,000 through June of 1985. -10- Hello