HomeMy WebLinkAbout20221120.tiff'°6702
BOARD OF COUNTY COMMISSIONERS
PASS AROUND REVIEW
PASS -AROUND TITLE: BOCC Agenda Item - Approve Road Maintenance Agreement for:
PDC Energy, Inc. — RMA22-0006
DEPARTMENT: Planning Services DATE: April 5, 2022
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 (RMA22-0006).
No collateral is required with this agreement.
Weld County Planning Services, Public Works, and the County Attorney's Office have reviewed the above
mentioned signed original document and observed the following:
• All Public Works related items, of the "Road Maintenance Agreement According To Po/icy', are found
to be acceptable.
This Agreement is related to an approved land use permit from the Town of Milliken for oil and gas
operations with the increase in traffic directly impacting County maintained roads.
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 Planning Services, Public Works, and the County Attorney's Office are
recommending approval of the Road Maintenance Agreement According To Policy for RMA22-0006, and that
this item be placed on the next regularly scheduled BOCC Hearing, as part of the Consent Agenda.
Perry L. Buck
Mike Freeman, Pro-Tem
Scott K. James, Chair
Steve Moreno
Lori Saine
4 -
Approve
Recommendation Work Session Other/Comments:
Schedule
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2022-1120
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ROAD MAINTENANCE AGREEMENT ACCORDING TO
POLICY REGARDING COLLATERAL FOR IMPROVEMENTS
PDC Energy, Inc. — RMA22-0006
f 74
THIS AGREEMENT is made this `0 day o
202, by and between PDC Energy,
Inc., a corporation organized under the laws of the State . ' Delaware, 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 land use permit from the Town of Milliken
for oil and gas operations located on the following described property in the Town of Milliken in the County
of Weld, Colorado:
W1/2 NW1/4 of Section 18, Township 4 North, Range 66
West of the 6th P.M., Weld County, Colorado
hereinafter referred to as "the Property," and
WHEREAS, the oil and gas operations site shall generate an increase in heavy truck traffic, and
WHEREAS, the existing County Roads that serve the oil and gas operations site shall require
increased maintenance due to the increase in heavy truck traffic, and
WHEREAS, Milliken has required that PDC enter into a road maintenance agreement with County
for the use of the haul route identified in Paragraph A.1., below.
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. Haul Routes: 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.
1.0 Haul Routes. The following roads are designated as haul/travel routes for the Property:
1) East and west along CR 46 between the annexed portion of CR 46 and Highway 60.
2) North and south along CR 25 between CR 46 and Highway 60.
2.0 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.
3.0 Temporary Deviations. In unusual or rare occasions, if projects mandate deviation from the
above -mentioned haul/travel route for a limited period (six months or less), Weld County Planning Services
may authorize, in writing, the deviation. In that circumstance, haul/travel vehicles will utilize paved county
roads whenever possible. A deviation from the established haul/travel route lasting more than six (6) months
PDC Energy, Inc. — RMA22-0006
Page 1 of 7
or requests for one (1) or more deviations within a 12 -month period shall authorize the County to change
the haul/travel routes designated herein and provide notice to the Operator.
4.0 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.
5.0 No Deviation from Permitted Haul Routes. Except as authorized by the Board 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, as required:
2.0 Dust Control. Operator shall be financially responsible for its proportional share of dust control on
unpaved designated haul/travel routes after commencement of operation. The amount and extent of dust
control will be determined by site -specific conditions at the time, as determined exclusively by County
personnel. Dust abatement along the relevant haul/travel routes is expected to occur approximately two to
five times per year. Dust abatement is required for roads with more than 200 vehicles per day, per Section
8-6-100 of the Weld County Code. 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 this Agreement 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 excavation, patching,
and pavement repair on designated haul/travel routes. The amount and extent of repair and paving measures
will be determined by site -specific conditions at the time, as determined exclusively by County personnel.
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 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.
PDC Energy, Inc. — RMA22-0006
Page 2 of 7
5.1 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 and all other Operators and/or Lessees who are required by County to participate in road
improvement/maintenance agreements 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: 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:
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:
PDC Energy, Inc. — RMA22-0006
Page 3 of 7
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 Withholding Permits. County may "lock" any or all lots within the Property, which
precludes the continued issuance of building permits, zoning permits, septic permits, or any other
permit issued by any department of the County.
2.2 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.
3.0 Termination of Agreement. This Agreement shall terminate upon the earliest of the following
events:
3.1 Cessation of all Permit Related Activities. Termination of this Agreement shall occur upon
Operator's complete cessation of all activities permitted by the land use permit from the Town of
Milliken for oil and gas operations 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. Operator shall not be entitled to a
release of Project or Warranty Collateral unless and until the improvements required by this
Agreement are completed.
3.2 Execution of Replacement Agreement. This Agreement shall terminate following County's
execution of a new Improvements Agreement with a new Operator or operator who has purchased
the Property or has assumed the operation of the business permitted by the land use permit from
_ the Town of Milliken for oil and gas operations and intends to make use of the rights and privileges
available to it through the then existing land use permit from the Town of Milliken for oil and gas
operations.
C. General Provisions:
ada
1.0 Successors and Assigns.
�' 1.1 Operator may not delegate, transfer, or assign this Agreement in whole or in part, without
to • the prior express written consent of County and the written agreement of the party to whom the
^ ea y�.- obligations under this Agreement are assigned. Consent to a delegation or an assignment will not
• ale be unreasonably withheld by County. In such case, Operator's release of its obligations shall be
oLL o
I .i- o accomplished by County's execution of a new Improvements Agreement with the successor owner
cEz of the property.
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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 all 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 §§24-10-101 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.
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
8 i 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.
oq 9.0 Release of Liability. Operator shall indemnify and hold harmless the County from any and all
0;N 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
rye any and all judgments rendered against the County on account of any such suit, action or claim, and
o
•a notwithstanding Section 7.0 above, together with all reasonable expenses and attorney fees incurred by
In County in defending such suit, action or claim whether the liability, loss or damage is caused by, or arises
ort
out of the negligence of the County or its officers, agents, employees, or otherwise except for the liability,
�a `+ . loss, or damage arising from the intentional torts or the gross negligence of the County or its employees
dm•while acting within the scope of their employment. All contractors and other employees engaged in
g construction of the improvements shall maintain adequate worker's compensation insurance and public
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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. — RMA22-0006
Page 6 of 7
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OPE' R: PDC E ergy, Inc.
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Name: Paul Whisenand
Title: Director Land Operations and
Attorney -in -Fact
STATE OF COLORADO
County of Weld
Date O77 31 - 2U2Z..
SS.
The foregoing instrument was acknowledged before me this ?j I day of 0/la, rk... ,
202 2 , by Paul Whisenand as Director of Land Operations and Attorney -in -Fact, of PDC Energy, Inc.,
a Delaware corporation, on behalf of the corporation
WI
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 19964006795
MY COMMISSION EXPIRES 03126/2025
Notary Public
WELD COUNTY:
ATTEST: {4edr-1144) "
BOARD OF COUNTY COMMISSIONERS
Weld C . • ty Clerk to the Bo : rd WELCOUNTY, COLORADO
BY:
Deputy C to e Boa
. James, Chair APR 1 8 2022
PDC Energy, Inc. — RMA22-0006
Page 7 of 7
75 '/1
Contract Form
New Contract Request
Entity Information
Entity Name
PDC ENERGY, INC.
Entity ID*
,00015331
❑ New Entity?
Contract Name* Contract ID
ROAD MAINTENANCE AGREEMENT PDC ENERGY, INC 5729
RMA22-0006
Contract Status
CTB REVIEW
Contract Lead*
JTRUJILLOMARTINEZ
Contract Eead Email
jtrujillomartnez@weldgov.c
om
Parent Contract ID
Requires Board Approval
YES
Department Project
Contract Description*
ROAD MAINTENANCE AGREEMENT PDC ENERGY. INC RMA22-0006 NO COLLATERAL REQUIRED
Contract Description 2
Contract Type
AGREEMENT
Amount*
$0.00
Renewable*
NO
Automatic Renewal
Grant
PLANNING
Department Email
CM -Plan ni ngciweldgov.com
Department Head Email
CM-Planning-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
Al I ORNEY EMAIL
County Attorney Email
CM-
COUNTYA I I ORNEY@WELDG
OV.COM
Requested BOCC Agenda
Date*
04/13/2022
Due Date
04;09.'2022
Will a work session with BOCC be required?
NO
Does Contract require Purchasing Dept to be included?
NO
If this is a renewal enter previous Contract ID
If this is part of a MSA enter I SA Contract ID
Note- the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in
OnBase
Effective Date
Review Date*
04'13/2023
Renewal Date
Termination Notice Period
Committed Delivery Date
Expiration Date*
04:13/2024
Contact Information
Contact Info
Contact Name
Purchasing
Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing Approver Purchasing Approved Date
Approval Process
Department Head
TOM PARKO JR.
DH Approved Date
04;06;2022
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
04,18;2022
Originator
JTRUJI LLOMARTINEZ
Finance Approver
CHERYL PA I I ELLI
Legal Counsel
BRUCE BARKER
Finance Approved Date Legal Counsel Approved Date
04;08,2022 04:08:2022
Tyler Ref #
AG 041822
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