HomeMy WebLinkAbout20210259.tiffendt.4-e-t- t519'
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW/Regular or Consent Hearing Agenda REQUEST
RE: BOCC Agenda Item - Approye Road Maintenance Agreement for:
PDC Energy, Inc. — WOGLA 18-0155
DEPARTMENT: Public Works DATE: December 17, 2020
PERSON REQUESTING: Jazmyn Trujillo -Martinez
Brief description of the issue:
The Department of Public Works received a request from the applicant, PDC Energy, Inc., requesting that the
Board of County Commissioners consider approving the Road Maintenance Agreement for (WOGLA18-0155).
No collateral is required with this agreement.
Weld County Public Works, Planning Services 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 Policy", are found to
be acceptable.
• This Agreement complies with the terms of the WOGLA Permit, as signed by the Director of Planning
Services.
What options exist for the Board?
I. 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 and the County Attorney's Office are
recommending approval of the Road Maintenance Agreement According To Policy for WOGLAI8-0155, and
that this item be placed on the next regularly scheduled BOCC Hearing, as part of the Consent Agenda.
Mike Freeman, Chair
Scott K. James
Barbara Kirkmeyer
Steve Moreno, Pro-Tem
Kevin Ross
Approve
Schedule as Regular
Recommendation BOCC Hearing Item Other/Comments,
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2021-0259
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ROAD MAINTENANCE
IMPROVEMENTS AGREEMENT
PDC Energy, Inc. — WOGLAI8-0155
THIS AGREEMENT is made this 17th day of December 2020, by and between PDC Energy, Inc.,
a corporation organized under the laws of the State of 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 Weld Oil & Gas Location Assessment
(WOGLA) permit located on the following described property in the County of Weld, Colorado:
Being part of the E1/2 SE1/4 of Section 22, Township 5
North, Range 64 West of 6th P.M., Weld County,
Colorado
hereinafter referred to as "the Property," and
WHEREAS, Operator has received conditional approval by the Director of Planning Services for
WOGLAI8-0155, and
WHEREAS, Operator acknowledges that the final approval of WOGLAI8-0155 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:
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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 57 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 WOGLAI8-0155 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. — WOGLAI8-0155 - RMA20-0065
Page 1 of 7
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 Department of Public Works with two weeks advance notice of the start of
construction activities authorized by the 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 Public Works 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 by the Department of Public Works. 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 Public Works, 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 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 WOGLAI8-0155 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.
PDC Energy, Inc. — WOGLAI8-0155 - RMA20-0065
Page 2 of 7
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,
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
PDC Energy, Inc. — WOGLAI8-0155 - RMA20-0065
Page 3 of 7
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:
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 Public Works. Public Works 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 WOGLA Permit. Operator acknowledges that failure to comply with the
terms of this Agreement constitutes cause to revoke the 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 WOGLA permit approval under Weld County Code. 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 WOGLA, including any clean up
or restoration required. A partial cessation of activities shall not constitute a Termination of this
PDC Energy, Inc. — WOGLAI8-0155 - RMA20-0065
Page 4 of 7
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,
cessation shall only be presumed if the County determines that the site has been inactive for three
(3) years.
3.3 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 WOGLA, and intends to make use
of the rights and privileges available to it through the then existing WOGLA.
3.4 Revocation of 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 §§24-10-101 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.
PDC Energy, Inc. — WOGLAI8-0155 - RMA20-0065
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. — WOGLAI8-0155 - RMA20-0065
Page 6 of 7
OPERATOR: Energy. Inc.
By: L� Date: 12/17/2020
Name: Paul Whisenand
Title: Director of Land Operations and Attorney -in -Fact
STATE OF COLORADO
f SS.
COUNTY OF JEFFERSON
REBECG,tJOHNSON
NOTARY PUBLIC
STATE OF COLORADO
NOTARY 7, 2: • 74a*E200
W COMMISSION EXPIRES APR 114, 2021
The foregoing instrument was acknowledged before me this VI— day ofai,,A). .
2020. by Paul Whisenand. Director of Land Operations and Attomey-in-Fact for PDC Energy. Inc.
WITNESS my hand and official seal.
1
Notary Public
WELD COUNTY:
ATTEST:
Weld
BY:
Jek.;.k.
BOARD OF COUNTY COMMISSIONERS
ty Clerk to the Bo.. d WELD COUNTY. COLORADO
eputy CI
eve Morenoi,,Chair
PDC Energy. Inc. — WOGLAI8-0155 - RMA20-0065
Page 7 of 7
JAN 2 5 2021
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EXHIBIT "A" Page 1 of 1
This Exhibit "A" is attached to and made a part of that certain Road Maintenance Improvements
Agreement by and between Board of County Commissioners, County, and PDC Energy, Inc., Operator.
Covering the following lands:
Township 5 North, Range 64 West, 6th P.M.
Section 22: PT E2SE4
Weld County, Colorado
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CR 54 (GRAVEL)
To/From Location
CR57 via CR 54 to CR 50
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LEGEND
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DATE: 11/11/2020
PR0JECT#: 2018142
Entity Information
Entity Name
PDC ENERGY, INC.
Entity ID*
P0O015331
Contract Name*
ROAD MAINTENANCE AGREEMENT WOGLAI 8-0155 PDC
ENERGY, INC.
Contract Status
CTB REVIEW
❑ New Entity?
Contract ID
4389
Contract Lead*
JTRUJILLOMARTINEZ
Contract Lead Email
jtrujillomartinez@weldgov.c
om
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description*
ROAD MAINTENANCE AGREEMENT WOGLAI 8-01 55 PDC ENERGY, INC. NO COLLATERAL REQUIRED
Contract Desorption 2
Contract Type*
AGREEMENT
Amount*
$0.00
Renewable*
NO
Automatic Renewal
IGA
Departrnent
PUBLIC WORKS
Department Email
CM-
Pu bl icWorksAveldgov, com
Department Head Email
CM-PublicWorks-
DeptHead tweldgov.com
County Attorney
BOB CHOA [ E
County Attorney Email
BCHOATE@CO.WELD.CO. U5
Requested BOCC Agenda
Date*
01120/2021
Due Date
01/16,12021
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 ?NSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in
OnBase
Contract [mates
Effective Date Review Date* Renewal Date
01/2012022
Termination Notice Period
Contact Information
Committed Delivery Date
Expiration Date*
01120;2023
Contact Info
Contact Name
Contact Type Contact Email
Contact Phone 1
Contact Phone 2
Purchasing
Purchasing Approver
CONSENT
Approval Process
Department Head
JAY MCDONALD
DH Approved Date
01/14?2021
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
01,125/2021
Originator
JTRUJILLOMARTINEZ
Finance Approver
CONSENT
Purchasing Approved Date
01/14/2021
Finance Approved Date
01,/14,2021
Tyler Ref #
AG 012521
Legal Counsel
CONSENT
Legal Counsel Approved Date
01114;2021
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