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BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: BOCC Agenda Item - Approve Road Maintenance Agreement for:
PDC Energy, Inc — 1041 WOGLA22-0038
DEPARTMENT: Planning Services DATE: March 28th, 2023
PERSON REQUESTING: Jazmyn Trujillo -Martinez
Brief description of the problem/issue:
The Department of Planning Services received a request from the applicant, PDC Energy, Inc, requesting that
the Board of County Commissioners consider approving the Road Maintenance Agreement for
(1041 WOGLA22-0038). No collateral is required with this agreement.
The Oil and Gas Energy Department's hearing for 1041 WOGLA22-0038 is scheduled for March 30th, 2023.
Weld County Planning Services, Public Works, and Oil and Gas Energy Departments have reviewed the above
mentioned signed original document and observed the following:
• All Public Works related items, of the "Road Maintenance Agreement According To Policy, are found
to be acceptable.
• This Agreement complies with the terms of the WOGLA Permit, as signed by the Director of Oil and
Gas Energy Department.
• This Agreement follows the template approved by the County Attorney.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
1. Have this BOCC Hearing item be placed on the next available agenda as part of the Consent Agenda.
2. Have this BOCC Hearing item be placed on the next available agenda as part of the Regular Agenda.
Recommendation:
Option 1. The Departments of Public Works, Planning Services, Oil and Gas Energy, and the County Attorney's
Office are recommending approval of the Road Maintenance Agreement According To Policy for
1041 WOGLA22-0038, and that this item be placed on the next regularly scheduled BOCC Hearing, as part of
the Consent Agenda.
Perry L. Buck, Pro -Tern
Mike Freeman, Chair
Scott K. James
Kevin D. Ross
Lori Saine
3
Approve
Schedule
Recommendation Work Session Other/Comments:
Cc : Pi. -(PA /STK) 2023-0956
ay/Al/-3 CAL' 06aeD,,
ROAD MAINTENANCE
IMPROVEMENTS AGREEMENT
PDC Energy, Inc. — 1041WOGLA22-0038
THIS AGREEMENT is made this /4i'' day of , 2023, by and between PDC Energy,
Inc., a corporation organized under the laws of the State of D� ela'sare, whose address is 1775 Sherman
Street, Suite 3000, Denver, Colorado 80203, hereinafter referred to as "Operator," authorized to do business
in the State of Colorado, and the County of Weld, a body corporate and politic of the State of Colorado, by
and through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado
80631 hereinafter referred to as "County."
WITNESSETH:
WHEREAS, "Operator" is the responsible party of the 1041 Weld Oil & Gas Location Assessment
(1041 WOGLA) permit located on the following described property in the County of Weld, Colorado:
E 1/2 SW 1/4, W 1/2 SE 1/4 of Section 3, Township 3
North, Range 66 West of the 6th P.M., Weld County,
Colorado
hereinafter referred to as "the Property," and
WHEREAS, Operator has received approval by the Hearing Officer of the Oil and Gas Energy
Department for 1041 WOGLA22-0038, and
WHEREAS, Operator acknowledges that the final approval of 1041 WOGLA22-0038 is
conditional upon Operator's agreement to fund road maintenance, as described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF the foregoing and of the promises and covenants
contained herein, the parties hereto promise, covenant and agree as follows:
PART I: SITE SPECIFIC PROVISIONS
A. PRIOR TO CONSTRUCTION AND OPERATIONS:
1.0 Haul Routes: The Operator shall provide haul routes to be reviewed and approved by the
Department of Public Works. The Operator shall be financially responsible for its proportional share of the
County's costs associated with maintaining and/or improving designated haul/travel routes as related to
traffic generation. Traffic generated from this site shall enter and exit at the approved access on CR 36 and
travel to the nearest paved arterial or collector road, or highway, and remain on paved roads for further
dispersal. Any County roads used by traffic associated with 1041 WOGLA22-0038 may become part of the
established haul/travel routes.
1.1 Haul Routes. The following roads are designated as haul/travel routes for any time period
designated as construction or high -volume traffic to and from the Property:
1) See "EXHIBIT A" - Haul Route Map.
2) The haul route shall remain in effect during all times of heavy road use including but not
limited to, construction, drilling of wells, and hydraulic fracturing.
PDC Energy, Inc. — 1041WOGLA22-0038 - RMA23-0004
Page 1 of 7
020.13 -D9'5!P
2.0 Notice of Construction. A pre -construction inspection and a post -construction inspection shall be
performed by County personnel to determine the site -specific condition of the road. The Operator shall
provide the Weld County Departments of Public Works and Planning Services with two weeks advance
notice of the start of construction activities authorized by the 1041 WOGLA permit and shall give additional
notice within two weeks after construction has been completed.
3.0 Weight Limits. No travel vehicles may exceed CDOT required specifications for pounds -per -axle
and axle configurations unless overweight permits have been applied for and granted. Operator is
responsible for researching weight limited bridges and obtaining a Special Transport Permit in accordance
with Chapter 8, Article XV, when establishing haul routes, and furthermore, must follow County
overweight permit and regulations.
4.0 Temporary Deviations. The Weld County Department of Planning Services Director may approve
temporary (six months or less) deviations from the haul routes described above. To receive such approval,
the Operator must submit an updated haul route map and written request stipulating the reasons for the
deviation, which will be reviewed County personal. Any change in haul route lasting more than six months
shall require an amendment to this Agreement approved by the Board of County Commissioners.
5.0 Haul Route Signage. Operator shall install travel route signs, if applicable, as per Manual of
Uniform Traffic Control Devices standards, at all exit points of the Property which can be clearly seen by
drivers leaving the facility and which clearly depict County approved travel routes.
6.0 No Deviation from Permitted Haul Routes. Except as authorized by the Weld County Board of
County Commissioners or the Director of the Department of Weld County Planning Services, pursuant to
this Agreement, no use of any roads other than those specifically authorized for use in this Agreement is
permitted without the prior written amendment of this Agreement.
B. Maintenance Requirements:
1.0 Off -site recurring maintenance, if applicable, and as required by the Departments of Planning
Services, Public Works, and Oil and Gas Energy, shall only be performed by a County approved contractor,
and have a county Right -of Way permit for that specific location:
2.0 Dust Control. Operator shall be financially responsible for maintaining dust control on unpaved
designated haul/travel routes during any period of construction, heavy truck traffic, and/or high -volume trip
generation. The amount and extent of dust control will be coordinated with Public Works Gravel Roads
Division by site -specific conditions at the time. Operator shall use a County -pre -approved contractor for
chemical applications. Chemical treatment of unpaved roads along the relevant haul/travel route(s) is
expected to occur approximately two to five times per year, or as required by Public Works. If traffic
associated with this use exceeds 200 vehicles per day, per Weld County Code Section 8-6-100, the Operator
shall be responsible for dust abatement. On the basis of damage or complaints, as determined by the County,
the Operator shall cause to be performed within two days of notification, at its sole expense, chemical dust
control, or other treatment, by a contractor approved by Weld County Public Works. Should the traffic
related to 1041 WOGLA22-0038 deteriorate the chemical application performed by the County, the
Operator will be responsible for re -applying chemical to return the road to pre -construction condition.
Depending on the amount of maintenance, as related to traffic associated with this use, the Department of
Public Works may require an alternative treatment method which may or may not include topical chemical
application, full -depth chemical application, recycled asphalt, or other surface treatment.
3.0 Repair. Operator shall be- financially responsible for its proportional share of the repair or
improvement, including but not limited to, excavation, patching, pavement and/or gravel repair, grading,
PDC Energy, Inc. — 1041 WOGLA22-0038 - RMA23-0004
Page 2 of 7
installing material on designated haul/travel routes. The amount and extent of repair and/or paving measures
will be determined by site -specific conditions at the time, as determined exclusively by County personnel.
Weld County and Operator will work together on a plan needed for repair of any roads, including who
performs the repair. Operator shall provide the County with a pre -approved contractor to be used for repairs.
4.0 Need for Immediate Repairs: In the event of damage to a designated haul/travel route by project
traffic that causes an immediate threat to public health and safety or renders the road impassible
("Significant Damage"), County shall, after inspection, notify Operator of such Significant Damage.
Operator shall identify the repair required and shall consult with County on the extent, type, timing,
materials and quality of repair (i.e. temporary versus permanent) within twenty-four (24) hours after receipt
of such notice and shall commence such repair within forty-eight (48) hours after receipt of such notice. If
Operator identifies Significant Damage prior to receiving notice thereof from County, Operator may
commence repair of such Significant Damage and shall concurrently notify County of the extent, type,
timing, materials and quality of repair (i.e. temporary versus permanent).
5.0 Repair of Road: On or before December 31 of the calendar year in which County staff has
determined through site analysis and/or pavement testing that a particular haul/travel route road portion will
require paving measures or major gravel maintenance in order to protect the public health, safety, and
welfare, and the County has budgeted sufficient funds for the following calendar year to pay its share of
the Off -Site Improvement/Repair Costs, County shall notify Operator in writing that the Off -Site
Improvements/Repairs shall be undertaken and shall provide an alternate haul route for the duration of those
repairs. In County's sole discretion, County may undertake the repairs and/or improvements. Operator's
payment for its Proportionate Share of the road repairs/improvements will be calculated as determined in
this Agreement. Operator will be invoiced accordingly for those proportional share costs.
6.0 Calculation of Operator's Proportional Share of Costs. The County shall notify Operator of
County's preliminary determination and assessment of Operator's proportional share of costs of
maintenance, repair, or improvements to Operator's designated haul/travel routes. Prior to County's final
determination and assessment, County shall provide Operator with a reasonable opportunity to review,
comment upon and supplement County's data, collection methodology, and determinations. The County
shall review and consider Operator's input prior to making a final determination and assessment. The
County shall have sole responsibility for determination of Operator's proportional share of costs. Operator
agrees to pay such proportional share of costs within 30 days of receiving an invoice from County.
7.0 Annual Road Inspection. County may conduct a road inspection annually with the cooperation of
Operator for the haul routes designated in this Agreement. As a result of the annual inspection, County, in
its sole discretion, shall determine actual conditions and shall further determine what road
repair/improvement/maintenance work is to be performed during that construction season. Notification to
the Operator of the required roadway repairs will be given as soon as the data become available.
8.0 Notification. The County shall notify Operator of County's preliminary determination and
assessment of Operator's proportionate share of costs of maintenance, repair, or improvements to
Operator's designated haul/travel routes. Prior to County's final determination and assessment, County
shall provide Operator with a reasonable opportunity to review, comment upon and supplement County's
data, collection methodology, and determinations. The County shall review and consider Operator's input
prior to making a final determination and assessment.
PART II: GENERAL PROVISIONS
A. Permits: The Operator is required to apply for and receive all permits required by the County or
any other applicable local, State, or federal permit, including but not limited to:
PDC Energy, Inc. — 1041W0GLA22-0038 — RMA23-0004
Page 3 of 7
1.0 Access Permits. Operator shall not use any access onto any County road unless and until an access
permit has been issued by the Department of Planning Services. Planning Services may condition the
issuance of an updated access permit on the amendment of this Agreement if the updated access permit
authorizes the use of an additional access point, or if there is a change in use of the current access point, as
permitted by Article XIV of Chapter 8 of the Weld County Code.
2.0 Right -of -Way (ROW) Permits. Per Article XIII of Chapter 8 of the Weld County Code, any work
occurring within County ROW requires a ROW permit issued by the Department of Public Works. No work
shall occur without said ROW permit.
3.0 Transport Permits. Per Article XV of Chapter 8 of the Weld County Code, a Weld County
Transport Permit is required for Extra -legal vehicles using Weld County roadways to ensure the operation
and movement of Extra -legal Vehicles and Loads occurs in a safe and efficient manner.
B. Enforcement and Remedies:
1.0 Violation of Terms of Agreement. If in County's opinion, Operator has violated any of the terms
of this Agreement, County shall notify Operator of its belief that the Agreement has been violated and shall
state with specificity the facts and circumstances which County believes constitute the violation. Operator
shall have fifteen (15) days within which to either cure the violation or demonstrate compliance. If, after
fifteen (15) days have elapsed, County believes in good faith that the violation is continuing, County may
consider Operator to be in breach of this Agreement.
2.0 Remedies for Breach by Operator. In the event that County determines that Operator has violated
the terms of this Agreement, and has failed to correct said violation, County may exercise any or all of the
following remedies, or any other remedy available in law or equity.
2.1 Court Action. County may seek relief in law or equity by filing an action in the Weld
District Court or Federal District Court for the District of Colorado, except that no such civil action
or order shall be necessary to access collateral for the purpose of completing improvements as
described above.
2.2 Revocation of 1041 WOGLA Permit. Operator acknowledges that failure to comply with
the terms of this Agreement constitutes cause to revoke the 1041 WOGLA, and County may
exercise this option in its sole discretion by proceeding with revocation under the current provisions
of the Weld County Code.
3.0 Termination of Agreement. This Agreement shall terminate upon the earliest of the following
events:
3.1 Failure to Commence. County may terminate this Agreement upon or after rescission of
the underlying 1041 WOGLA permit approval under Weld County Code Chapter 21. However,
County may still exercise all necessary activities under this Agreement that the County determines
necessary to protect the health, safety, and welfare of the residents of Weld County.
3.2 Cessation of all Permit Related Activities. Termination of this Agreement shall occur upon
Operator's complete cessation of all activities permitted by the 1041 WOGLA, including any clean
up or restoration required. A partial cessation of activities shall not constitute a Termination of this
Agreement, nor shall County's issuance of a partial release/vacation constitute a Termination.
Unless informed in writing by the Operator of cessation of activities, and verified by the County,
PDC Energy, Inc. — 1041 WOGLA22-0038 - RMA23-0004
Page 4 of 7
cessation shall only be presumed if the County determines that the site has been inactive for three
(3) years.
33 Execution of Replacement Agreement. This Agreement shall terminate following County's
execution of a new Improvements Agreement with a new Operator who has purchased the Property
or has assumed the operation of the business permitted by the 1041 WOGLA, and intends to make
use of the rights and privileges available to it through the then existing WOGLA.
3.4 Revocation of 1041 WOGLA. This Agreement shall terminate following County's
revocation of Operator's WOGLA, except that the Operator shall only be released from this
Agreement after the successful completion of any/all reclamation required under this Agreement.
C. General Provisions:
1.0 Successors and Assigns.
1.1 Except for the assignment of all or substantially all of Operator's assets, Operator may not
delegate, transfer, or assign this Agreement in whole or in part, without the prior express written
consent of County and the written agreement of the party to whom the obligations under this
Agreement are assigned. Consent to a delegation or an assignment will not be unreasonably
withheld by County. In such case, Operator's release of its obligations shall be accomplished by
County's execution of a new Agreement with the successor Operator of the property.
1.2 County's rights and obligations under this Agreement shall automatically be delegated,
transferred, or assigned to any municipality which, by and through annexation proceedings, has
assumed jurisdiction and maintenance responsibility over roads affected by this Agreement.
2.0 Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or
unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without
such provision, to the extent that this Agreement is then capable of execution within the original intent of
the parties.
3.0 Governmental Immunity. No term or condition of this contract shall be construed or interpreted as
a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of
the Colorado Governmental Immunity Act §§24-10-]01 et seq., as applicable now or hereafter amended.
4.0 No Third -Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms
and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly
reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of
action whatsoever by any other person not included in this Agreement. It is the express intention of the
undersigned parties that any entity other than the undersigned parties receiving services or benefits under
this Agreement shall be an incidental beneficiary only.
5.0 Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and
incorporated herein, contains the entire agreement between the parties with respect to the subject matter
contained in this Agreement. This instrument supersedes all prior negotiations, representations, and
understandings or agreements with respect to the subject matter contained in this Agreement. This
Agreement may be changed or supplemented only by a written instrument signed by both parties.
PDC Energy, Inc. — 1041 WOGLA22-0038 - RMA23-0004
Page 5 of 7
6.0 Board of County Commissioners of Weld County Approval. This Agreement shall not be valid
until it has been approved by the Board of County Commissioners of Weld County, Colorado or its
designee.
7.0 Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto,
shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included
or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null
and void. In the event of a legal dispute between the parties, the parties agree that the Weld County District
Court or Federal District Court for the District of Colorado shall have exclusive jurisdiction to resolve said
dispute.
8.0 Attorneys' Fees/Legal Costs. In the event of a dispute between County and Operator, concerning
this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or
legal costs incurred by or on its own behalf.
9.0 Release of Liability. Operator shall indemnify and hold harmless the County from any and all
liability loss and damage County may suffer as a result of all suits, actions, or claims of every nature and
description caused by, arising from, or on account of the design and construction of improvements, and pay
any and all judgments rendered against the County on account of any such suit, action or claim, and
notwithstanding Section 7.0 above, together with all reasonable expenses and attorney fees incurred by
County in defending such suit, action or claim whether the liability, loss or damage is caused by, or arises
out of the negligence of the County or its officers, agents, employees, or otherwise except for the liability,
loss, or damage arising from the intentional torts or the gross negligence of the County or its employees
while acting within the scope of their employment. All contractors and other employees engaged in
construction of the improvements shall maintain adequate worker's compensation insurance and public
liability insurance coverage and shall operate in strict accordance with the laws and regulations of the State
of Colorado governing occupational safety and health.
10.0 Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any
extra judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by
reference shall be null and void.
11.0 Authority to Sign. Each person signing this Agreement represents and warrants that he or she is
duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and
warrants to the other that the execution and delivery of the Agreement and the performance of such party's
obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement
binding on such party and enforceable in accordance with its terms. If requested by the County, Operator
shall provide the County with proof of Operator's authority to enter into this Agreement within five (5)
days of receiving such request.
12.0 Acknowledgment. County and Operator acknowledge that each has read this Agreement,
understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the
attached or incorporated Exhibits, is the complete and exclusive statement of agreement between the parties
and supersedes all proposals or prior agreements, oral or written, and any other communications between
the parties relating to the subject matter of this Agreement.
13.0 Notwithstanding any other provision contained in this Agreement, for any conflict or potential
conflict between any term in this Agreement and the Resolution of the Board of County Commissioners
approving the underlying land use permit, the provisions of the Board's Resolution shall control. In the
event of a discrepancy between this agreement and the Weld County Code in effect at the time of the
agreement, the terms of the Weld County Code shall control.
PDC Energy, Inc. — 1041 WOGLA22-0038 - RMA23-0004
Page 6 of 7
OPE' • OR: PDI Energy, Inc.
B
Name: isenand
Date: a./
Title: Director of Land Operations and Attorney -in -Fact
STATE OF COLORADO
SS.
County of Weld
The foregoing instrument was acknowledged before me this 1y day of F-t.bt-w-v, ,
2023, by Paul Whisenand, Director of Land Operations and Attorney -in -Fact for PDC Energy, Inc., on
behalf of the company.
WI
'NESS VaP liseal.
STATE OF COLORADO
NOTARY ID 19964006795
MY COMMISSION EXPIRES 03/21112025
otary Pu
WELD COUNTY:
ATTEST:C/ ) "d14);c1
Weld county Clerk to the Board
/IL,td
BY.
Deputy Clerk to the Board
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
Mike Freeman, Chair
PDC Energy, Inc. — 1041 WOGLA22-0038 - RMA23-0004
Page 7 of 7
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Lat40°, Inc. 6250 W. 10th Street, Unit 2, Greeley, CO 970-515-5294
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EXHIBIT A - HAUL ROUTE MAP
TRIPPETT 3N66W3 1-48 PAD
PDC ENERGY
CR 38 (GRAVEL)
LEASE ACCESS ROAD
TRIPPETT 14766713
1-48 PAD
SECTION: 3
TOWNSHIP: 3N
RANGE: 66W
6TH. P.M.
WELD COUNTY, CO
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3000
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TO AND FROM LOCATION
ALL TRAFFIC
CR 32 via CR 36 & 31
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CR 32 (PAVED)
CR 36 (GRAVEL)
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CR 34 (GRAVEL)
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LEGEND
- TRAFFIC ROUTE
4 TRAFFIC ROUTE DIRECTION
NO SCHOOL FACILITY, FUTURE SCHOOL FACILITY OR CHILD CARE
LOCATED ALONG HAUL ROUTE.
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DATE: 3/3/2022
PROJECT#: 2021414
Contract Form
Entity Name*
PDC ENERGY, INC.
Entity ID*
@00015331
❑ New Entity?
Contract Name* Contract ID
ROAD MAINTENANCE AGREEMENT PDC ENERGY, INC 6801
1041WOGLA22-0038
Contract Status
CTB REVIEW
Contract Lead.
JTRUJILLOMARTINEZ
Contract Lead Email
jtrujillomartinez@weldgov.c
om
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description*
ROAD MAINTENANCE AGREEMENT PDC ENERGY, INC 1041 WOGLA22-0038 NO COLLATERAL REQUIRED
Contract Description 2
Contract Type.
AGREEMENT
Amount
$0.00
Renewable
NO
Automatic Renewal
Gant
Department
PLANNING
Department Email
CM-Planning@weldgov.com
Department Head Email
CM -Nanning- Does Contract require Purchasing Dept. to be included?
DeptHeadgweldgov.com NO
Requested BOCC Agenda
Date.
04/10/2023
Due Date
04/06,12023
Will a work session with BOCC be required?*
NO
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COU NTYATTORNEYOMIELDG
OV.COM
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in
OnPase
Effective Date
Review Date.
04/10/2024
Termination Notice Period
Committed Delivery Date
Expiration Date*
04;1012026
Contact Email
Contact Phone 1
Contact Phone 2
Contact Name
Purchasing Approver
CONSENT
App
Pr
e5
Department Head
DAWN ANDERSON
DH Approved Date
04/03/2023
MCC Agenda Date
04105/202.3
Originator
JTRUJ ILLOMARTI NEZ
Contact Type
Finance Approver
CONSENT
Purchasing Approved Date
04,/0312023
Finance Approved Date
04/03/2023
Tyler Ref #
AG 040523
Legal Counsel
CONSENT
Legal Counsel Approved Date
04/03/2023
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