Loading...
HomeMy WebLinkAboutPACKET Public Works Committee 2003-11-20AGENDA TOWN OF ESTES PARK PUBLIC WORKS COMMITTEE November 20,2003 8:00 A. M. Preparation date: 11/14/03 *Revision date: 11/18/03 ACTION ITEMS: 1. Knoll Trail Prefabricated Bridge • Request approval to proceed with construction 2. Enos Mills Sculpture - Referral from EPURA • Review ofBond Park location 3. Municipal Building Remodel Project Design • Request to present Cost and Final Design directly to the Town Board at its January 13th meeting *4. Transfer Station Operations Agreement • Request approval to review the agreement between Waste Management, the County and the Town, including the provisions of Paragraph 3-G - Title Transfer ofFacilities *pr . U.,(-ZA-- 5.2,Es¢AL€f. Ne-T- - 80+6 gte-- tZ,put.~4.4(hEL U REPORTS: 1. Trails 2. West Riverside Drive 3. Miscellaneous projects Note: The Public Works Committee reserves the right to consider other appropriate items not available at the time the agenda was prepared. -A hy . r.1 ' l TOWN of ESTES PARK Inter-Office Memorandum November 18, 2003 TO: Public Works Committee 60/ FROM: Bill Linnane SUBJECT: Knoll Trail Bridge Background: The September Public Works Committee directed staff to return to Committee for authorization to proceed with construction of the Knoll Trail bridge. The original custom-built bridge cost estimate was $28,000. As directed, staff prepared a cost estimate for a prefabricated bridge. The estimated cost is $21,000, installed (estimate attached). The lead time for delivery is approximately 2 months. CostBudget Cost $21,000 Budget Remaining 2003 budget - approximately $90,000 Action Staff recommends approval to proceed with the prefabricated bridge construction at a cost of $21,000. BL/lb 1-1 Page 1 of 1 Bill Linnane From: Mike Todd [cesmst@charter. net] Sent: Thursday, October 16, 2003 10:38 AM To: Bill Linnane; Bob Goehring; Bob Joseph Subject: Knoll,s Trail Bridge The cost for a prefab bridge for the Knoll's Trail in place including: Bridge, Excavation, Concrete pier abutments, Erosion control and dewatering, Crain and Labor $17,700 8% General Conditions $ 1,400 10% Margin $ 1.900 Total Bridge Cost $ 21,000 Dave Duclose is still looking into alternative bridge designs. Thanks Cornerstone Engineering and Surveying, Inc. Michael Todd, PE cesmst@charter. net (970) 586-2458 11/18/2003 1-2 TOWN of ESTES PARK Inter-Office Memorandum November 18, 2003 TO: Public Works Committee Ok./ FROM: Bill Linnane SUBJECT: Enos Mills Sculpture - Request approval to locate in Bond Park - EPURA referral Background: Miss Bonnie Fulford is the artist of the "Enos Mills and Scotch" sculpture discussed at the October 15, 2003 EPURA Board meeting. The EPURA Board recommended to the Town Board and Public Works Committee that the Enos Mills sculpture be located at the northeast corner of Bond Park. Bill Pinkham, Art Center president has been coordinating the project and will be present at the meeting to display sculpture pictures taken at the foundry and to answer questions. The Streets and Parks staff will assist with placement of the sculpture and will select all materials required to installit such as rock, etc. Miscellaneous costs, such as lighting, will need to be included in the fund-raising efforts organized by Mr. Pinkham and the Art Center, since the Town did not specifically budget for cost assistance with this project As explained in the attached EPURA minutes, future Bond Park master plans may require relocation of the sculpture and the proposed installation will accommodate that possibility. Cost/Budget Cost: $0.00 Budget: $0.00 Action Staff recommends approval to locate Bonnie Fulford's Enos Mills sculpture in the northeast section of Bond Park. BL/lb Attachments 2-1 RECORD OF PROCEEDINGS Town of Estes Park, Larimer County, Colorado, October 15, 2003 Minutes of a Regular meeting of the ESTES PARK URBAN RENEWAL AUTHORITY of the Town of Estes Park, Larimer County, Colorado. Meeting held in the Municipal Building in said Town of Estes Park on the 15th day of October 2003. Committee: Chairman Putney, Commissioners Jarolimek, Little, Steige, Swank, Wasson, Widmer Attending: Al Also Attending: Executive Director Smith, Town Finance Officer Brandjord, and Deputy Clerk van Deutekom Absent: None Chairman Putney called the meeting to order at 8:00 a.m. MINUTES. It was moved and seconded (Swank/Little) the minutes of the regular meeting held September 17, 2003 be approved, and it passed unanimously. COMMUNITY COMMENTS. None. COMMISSIONER COMMENTS. Commissioner Wasson reported that Qwest announced the availability of digital subscriber line (DSL) service to the Estes Park area effective October gth. Chairman Putney acknowledged the letter from Deborah Gaddie regarding the location of a performing arts theater and explained that this was not an EPURA project. Her letter will be forwarded to the Town Board. Commissioner Steige expressed appreciation for the numerous events in September and October that should enhance sales tax revenues for the Town. Commissioner Widmer noted that sales tax revenues for August are up 4.5% from last year. CONSIDERATION OF SITE FOR "ENOS MILLS & SCOTCH" SCULPTURE. Director Smith reviewed the sites considered for the "Enos Mills & Scotch" sculpture, to include Tallant Park, Bond Park, and the west end of Elkhorn Ave. Completion of the sculpture is anticipated in December and a suitable location needs to be determined. Staff 2-2 RECORD OF PROCEEDINGS Estes Park Urban Renewal Authority - October 15, 2003- Page 2 recommended the northeast area of Bond Park, with the understanding that when the forthcoming Master Plan for Bond Park is developed the sculpture might be relocated within Bond Park. Prior to delivery, a rock base should be installed at the preferred location to support the sculpture. Director Smith, Public Works Director Linnane, and Parks Supt. Speedlin will assist in selecting a base using dimensions provided by the Foundry. Discussion followed regarding the Bond Park Master Plan and statue placement/movement. Director Smith explained that the request to place the sculpture iA Bond Park will be placed on the agenda for the November Public Works Committee and then proceed to Town Board for approval. Those speaking in favor of the Bond Park location included: Bill Pinkham/Art Center, Bonnie Fulford, Bob Berger, and Bud Hampton. Concluding all discussion, it was moved and seconded (Wasson/Steige) to recommend to the Town Board that the "Enos Mills & Scotch" sculpture be placed in the northeast corner of Bond Park, and it passed unanimously. RESOLUTION #339 - APPROVAL AND ACCEPTANCE OF THE FISCAL YEAR 2002 AUDIT. Finance Officer Brandjord reported that the audit report is in order, has been conducted according to professional accounting procedures, and reveals no problems or irregularities. Director Smith read Resolution #339 approving and accepting the fiscal year 2002 Audit completed by Swanhorst and Cutler LLC. It was moved and seconded (Swank/Little) Resolution #339 be approved as presented, and it passed unanimously. RESOLUTION #340 - APPROVAL OF THE FOURTH AMENDMENT TO THE INTERGOVERNMENTAL AGREEMENT (IGA), SECOND AMENDMENT TO THE COOPERATION AGREEMENT, AND SECOND AMENDMENT TO THE CONFERENCE CENTER LEASE PURCHASE AGREEMENT. Director Smith read Resolution #340 approving the Fourth Amendment to the IGA, the Second Amendment to the Cooperation Agreement, and the Second Amendment to the Conference Center Lease Purchase Agreement. The Fourth Amendment to the IGA provides that EPURA retain an amount of the tax increment revenues necessary to pay off the bond indebtedness, provide $2,500,000 for projects, and receive $200,000 annually for basic operational expenses. The Second Amendment to the Cooperation Agreement ihcorporates the necessary changes to pay of the Series 1993 bonds with the proceeds of the Series 2003 bonds. The Second Amendment to the Conference Center Lease Purchase Agreement incorporates the necessary changes to reflect the terms of the Series 1993 bond refinancing with proceeds of the Series 2003 bonds. These amendments have been reviewed by the EPURA and Town Attorneys and have been recommended for approval. Doug Houston/George K. Baum & Company reported that the bonds received a bond rating of Baal and are the highest rated urban renewal bonds in the state. 2-3 Ils<-· 4 °.\1*-' rt i 0-0 1 Bill Linnane From: Bill Pinkham [sbpinkham@charter.net] Sent: Tuesday, November 18, 2003 9:00 AM To: Wil Smith; Bill Linnane Subject: Enos Mills Statue We're headed to the valley, and I should have photos this afternoon. Here's some info that may be helpful for Thursday's meeting. I'll try to get more details on the sculpture delivery today. Bill Pinkham Enos Mills Statue Installation Names & Numbers: Artist: Bonnie Fulford Phone: 970-481-9484 Quarry: Arkins Stone Corp, 5975 N. CO Rd 27, Masonville Phone: (970) 663-1920 Foundry: Art Casting of Colorado, 511 8th Street Southeast, Loveland Phone: (970) 667-1114 Installation Needs Site identification Site leveling for base Unloading and placement of base Unloading and installation of statue on base Date of installation? Early December probable 2-4 TOWN of ESTES PARK Inter-Office Memorandum November 18, 2003 TO: Public Works Committee 60/ FROM: Bill Linnane SUBJECT: Request to Present Final Design/Guaranteed Maximum Price (GMID at the January 13th Town Board Meeting Background: Construction of the Municipal Building Remodel Project can be completed two weeks earlier if staff and the architect could present the Final Design and GMP at the January 13th Town Board meeting instead of the January 16th Public Works Committee meeting. The design will not be completed by the December Public Works Committee meeting. Since construction is expected to take six months, the early start-up would help ensure completion prior to July 4th. CosyBudget N/A Action Staff recommends approval to proceed as outlined in the timetable above. BL/lb 3-1 TOWN of ESTES PARK Inter-Office Memorandum November 18, 2003 TO: Public Works Committee FROM: Bill Linnane 64~ SUBJECT: Transfer Station Operation Agreement Background: Please refer to the attached agreement Larimer County and Waste Management are renewing their January 31, 1984 operation agreement for a 10-year period - January 31, 2004 to January 31, 2014. The agreement establishes Waste Management operations compensation procedures, the revenue margin, and establishes accounting guidelines used by the County to set Transfer Station rates, as well as other stipulations. The agreement also includes a one- paragraph provision that requires Town approval. A D. Paragraplf Gph Title of Facilities: This paragraph states that upon contract termination legal title of the buildings listed in Exhibit C (Gate House, original Transfer Station Tipping Floor area, and addition to the original Transfer Tipping Floor area built by S&M Investments Inc.) shall be transferred to the Town. It should be noted that the office and garage buildings now occupied by Waste Management are not included in Exhibit C. Staff interprets that the paragraph states the Town would pay the operator the difference between the initial actual cost of these buildings and the County's reimbursed depreciation. The Town has the right to refuse ownership, whereas the ownership would remain with the County. This clause benefits Estes Park residents by establishing either the Town or County, rather than a private company, as the regulating agency of solid waste transfer to the County Landfill. Staffs opinion is that the Town is not currently in a position to accept the ownership and financial management responsibilities associated with the title transfer. Town Attorney Greg White has reviewed the agreement and recommends Town approval. Cost/Budget N/A Action: Staff recommends approval of the agreement BL/lb Attachment 4-1 . , Page 1 of 1 Bill Linnane From: Greg White Sent: Wednesday, November 19,2003 4:40 PM To: Bill Linnane CC: jeannine@hshh.com Subject: New language November 19, 2003 Dear Bill: Upon further review of the proposed Agreement concerning Estes Park Area Solid Waste Transfer Station between Larimer County and Waste Management and Sections 8.5 through 8.12 of the Ground Lease Agreement ofDecember 13, 1996 between the Town and A-1 Trash Service, it is my recommendation that the following language be added to Paragraph 3.G. - Title of Facilities to the proposed Agreement. "The terms and conditions of this Paragraph 3.G. shall supercede, replace and amend any conflicting provisions of Sections 8.5 through 8.12 ofthe Ground Lease Agreement between the Town ofEstes Park, as Landlord and Estes Park Investments Inc. d/b/a A-1 Trash Services, as Tenant dated December 13, 1996." Thanks, Greg CC: Jeanine Haag 11/19/2003 4 C ~7¥/ 0,4 .0 - 14*ge_-439 Section 8.5. Termination or Abandonment of Business. In the event that Tenant terminates <Wor abandons the transfer station and recycling business on Site, the Landlord shall have the¢*190 of acquiring all the assets ofthe transfer station and recycling business including but not limited to those assets listed on Exhibit B attached hereto and incorporated herein by reference. Within sixty (60) days of the Landlord becoming aware of the termination or abandonment of the transfer station and recycling business on the Site, the Landlord shall give the Tenant written notice of intent to exercise this option. The purchase price of those assets shall be the estimated fair market value of those assets based upon an appraisal. In the event the parties cannot agree on an appropriate appraiser to appraise the assets, the parties each shall designate an appraiser and the two designated appraisers shall mutually agree on a third appraiser. The appraisal shall be definitive as to the value of the assets to be acquired by the Landlord. The Landlord shall pay for the assets in cash or certified funds within sixty (60) days of receipt of the appraisal. The said assets shall be transferred to the Landlord free and clear of all liens and encumbrances. Any personal property taxes due and owing on the assets shall be pro rated to the date of closing. Each side shall bear all customary closing costs and expenses. The assets shall be transferred to the Landlord by good and sufficient bill of sale free and clear of all liens and encumbrances. At the time of transfer of the assets, this Ground Lease shall be terminated. Section 8.6. List of Assets. On or before October 1 st of each calendar year, the Tenant shall give to Landlord a up-to-date inventory of all major assets involved in the transfer station and recycling business. Said list shall include the current estimated fair market value of each asset, any liens or encumbrances against any asset, including the amount of said lien and the holder of said lien; and a listing of all leased equipment including the lease term and lessor. Section 8.7. Assets to be Transferred. The assets to be transferred pursuant to the option shall include only equipment and other tangible assets involved in the transfer station and recycling business. In no event shall any accounts receivables, account payables, goodwill or any other assets be transferred as a part of the option to purchase unless Landlord and Tenant mutually agree to transfer said assets. However, all necessary permits, licenses and other agreements necessary for the operation of the transfer station and recycling business shall be transferred at no cost to Landlord by Tenant at the closing. 8-2 5 bLA (WT-104 i 60 j ' Aa; 4 4 5 SectionrEfB<-=66ligation.to©Purchase Buildings. At the end of either the term set forth in paragraph/~2/or LI i. i), if~ile optioA to renew is exercised by the Tenant, the Landlord shall have the 9bligation to_purchase-all-ofthe buildings on the Site at fair market value subject to the following conditions: (a) The Tenant is not in default in any term or condition of the Ground Lease at the time of expiration of the term set' forth in paragraph 4.2 or 11.1 of this Agreement; (b) The Tenant gives the Landlord written notice at least one hundred and eighty (180) days prior to the termination of the Tenant's exercising of the provisions of this paragraph; and (c) The appropriation by the governing body of the Landlord of the funds necessary to acquire the buildings. ~0 r e. 6 1% L T r, c € d 1 ' 63 J, -D,19 4 5 Section 8.9. Purchase Price of Buildings. The purchase price of those buildingssia be the estimated fair market value of those buildings based upon an appraisal. In the event the parties cannot agree on an appropriate appraiser to appraise· the buildings, the parties each shall designate an appraiser and the two designated appraisers shall mutually agree on a third appraiser. The appraisal shall be definitive as to the value of the buildings to be acquired by the Landlord. The Landlord shall pay for the buildings in cash or certified funds within sixty (60) days of receipt of the appraisal. The said buildings shall be transferred to the Landlord free and clear of all liens and encumbrances. Any real property taxes due and owing on the buildings shall be pro rated to the date of closing. Each side shall bear all customary closing costs and expenses. The buildings shall be transferred to the Landlord by good and sufficient bill of sale free and clear of all liens and encumbrances. OPT/aL\: 24) 0,¢) te s,r--\- Section 8.10 Option to Purchase Equipment. At the end of either the term set forth in paragraph 4.2 or 11.1, if the option to renew is exercised by the Tenant, the Landlord shall have the_22222 to purchase all of the equipment on the Site at fair market value subject to the following conditions: (El) The Tenant is not in default in any term or condition of the Ground Lease at the time of expiration of the term set forth in paragraph 4.2 or 11.1 of this Agreement; (b) The Tenant gives the Landlord written notice as stated in Section 8.8 above; (c) The appropriation by the governing body of the Landlord of the funds necessary to acquire the equipment. 8-3 Section 8.11. Purchase Price of Equipment. The purchase price of the equipment shall be the estimated fair market value of said equipment based upon an appraisal. In the event the parties cannot agree on an appropriate appraiser to appraise the equipment, the parties each shall designate an appraiser and the two designated appraisers shall mutually agree on a third appraiser. The appraisal shall be definitive as to the value of the equipment to be acquired by the Landlord. The Landlord shall pay for the equipment in cash or certified funds within sixty (60) days of receipt of the appraisal. The said equipment shall be transferred to the Landlord free and clear of all liens and encumbrances. Any personal property taxes due and owing on the equipment shall be pro rated to the date of closing. Each side shall bear all customary closing costs and expenses. The equipment shall be transferred to the Landlord by good and suffi€ent bill of sale free and clear of all liens and encumbrances. 1 L.0 A-O 13 4 to v 1-1- 0 8 l- I h A-TI OJ : Section 8.12. Loan Default. The Parties understand and agree that Tenant shall be'p, 1-»4 5 obtaining a loan from an appropriate commercial financial institution, ("The Bank"), for the purpose of funding the construction of improvements on the Site and operational expenses. Said loan shall include encumbering Tenant's business assets, including the improvements constructed on the Site. In the event of default by Tenant, which default includes the failure of Tenant to pay principal and/or interest on the loan, Landlord agrees to purchase the building improvements on the Site pursuant to the following: - (a) This Ground Lease Agreement is in defelt and Tenant has failed to cure said default; (b) The Bank has obtained title to the buildings pursuant to the applicable terms and conditions of the loan agreements with Tenant; (c) The Bank is able to convey title to the buildings free and clear of all liens and encumbrances, including any interest of the Tenant; (d) The Bank has given Landlord sixty (60) days notice of its intention to invoke the terms and conditions of this Section; and (e) The appropriation by the governing body of the Landlord of the funds necessary to acquire the buildings. The purchase price of those buildings shall be the estimated fair market value of those buildings based upon an appraisal. In the event the Landlord and the Bank cannot agree on an appropriate appraiser to appraise the buildings, the Landlord and the Bank each shall designate an appraiser and the two designated appraisers shall mutually agree on a third appraiser. 8-4 . The appraisal shall be definitive as to the value of the buildings to be acquired by the Landlord. The Landlord shall pay for the buildings in cash or certified funds within sixty (60) days of receipt of the appraisal. The said buildings shall be transferred to the Landlord free and clear of all liens and encumbrances. Any ad valorem taxes due and owing on the buildings shall be pro rated to the date of closing. Each side shall bear all customary closing costs and expenses. The buildings shall be transferred to the Landlord by good and sufficient bill of sale free and clear of all liens and encumbrances. Section 8.13. Drainage. Tenant shall accept all off-site upstream flows from Landlords' adjacent property. The Tenant will maintain and repair all necessary drainage facilities. 8-5 . h ARTICLE IV TERM OF GROUND LEASE AND CONSTRUCTION OF IMPROVEMENTS Section 4.1. Commencement ofTerm of Ground Lease. The term ofthis Ground Lease shall commence as of,p<~Cu,n, ,¢62 .5/ , 1996, and shall terminate as provided in Section 4.2 hereof. Section 4.2. Termination of Term of Ground Lease. The term of this Ground Lease shall terminate 22€e~„u£,J %5/ ,2021. Termination of the term of this Ground Lease shall terminate all unaccrued obligations of the Tenant and shall terminate the Tenant's rights of possession under this Ground Lease. At the end of the term of this Ground Lease, all right, title, and interest of the Tenant or any successor thereof, in and to the Site shall be vested in the Landlord; and upon the request of the Landlord, the Tenant and any successor thereof shall execute and deliver any instrument of transfer, conveyance„ or release necessary or appropriate to confirm the vesting of such right, title, and interest in the Landlord as provided herein. The provisions of this Section 4.2 are subject to Tenant's option to renew, more specifically set forth in Section 11.1. Section 4.3. Construction and Disposition of Improvements. The Tenant or any assignee or sublessee thereof shall have the privilege of constructing and installing any buildings, structures, facilities, or other improvements on or to the Site, and to remodel, alter, expand, or otherwise improve any buildings, structures, facilities, or other improvements on the Site to which such party has title, and to demolish, raze, tear down, or otherwise remove any such buildings, structures, facilities, or other improvements, so long as such actions do not damage permanently or reduce the value of the Site. Tenant shall obtain the written consent of Landlord prior to the construction and/or renovation or remodeling of any improvements on the Site. Such written consent shall be limited to building design, location, height, landscaping, access and parking, which consent shall not be unreasonably withheld. At the end of the term of this Ground Lease, all right, title, and interest of the Tenant or any assignee or sublessee thereof in and to the improvements on the Site, any Equipment remaining therein, and any other property which has become permanently affixed to the Site shall be vested in the Landlord; and at the request of the Landlord, the Tenant or any assignee or sublessee shall execute and deliver to the Landlord any instrument of transfer, conveyance, or release necessary or appropriate to confirm the vesting of such right, title, and interest in the Landlord. 4-1 . ARTICLE XI OPTION TO RENEW Section 11.1. Option to Renew. The Tenant, in its sole discretion, or any assignee or sublessee thereof shall have the option to renew this Ground Lease for an additional twenty-five (25) years beginning on 22ue'"0£22 3/ , 2021, and terminating on,42£·conuteek/, 2046. The Rent shall be as set forth in Section 6.1. All other terms and conditions of this Ground Lease shall remain in full force and effect if Tenant elects to renew this Ground Lease. Tenant shall give Landlord one hundred eighty (180) days written notice, prior to the expiration of the original term of the Ground Lease, of its election to renew. The Tenant's right to elect to renew this Ground Lease for this additional term is contingent upon no Ground Lease Default being in existence on the part of the Tenant at the time of the exercise of this option to renew. 11-1 AGREEMENT CONCERNING ESTES PARK AREA SOLID WASTE TRANSFER STATION This Agreement, made and entered into and effective this _ day of November 2003 by and between the Board of Commissioners of Larimer County, Colorado ("County") and Waste Management of Colorado, Inc. ("Operator"), WITNESSETH: WHEREAS, County and A-1 Transfer, Inc. entered into an Agreement Concerning Estes Park Area Solid Waster Transfer Station dated January 31, 1984; and WHEREAS, the County and A-1 Transfer, Inc. entered into an Agreement Concerning Renewal of Solid Waster Transfer Station Dated 1994 (with no day or month inserted), which Agreement extended the January 31, 1984 Agreement ten years subject to certain modifications; and WHEREAS, the January 14, 1984 Agreement, as extended, and the 1994 Agreement will expire on January 31, 2004; and WHEREAS, County has determined that it is in the best interest of the County to continue the operations and services of the Estes Park Area Solid Waste Transfer Stations which are being provided pursuant to the January 14, 1984 and 1994 Agreements; and WHEREAS, Operator is the successor in interest to A-1 Transfer, Inc.; and WHEREAS, Operator is qualified and capable of continuing to provide such operations and services as required by the County. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows: 1. OPERATION AND MANAGEMENT. During the term hereof, Operator shall operate, continue to operate, maintain, continue to maintain, and manage a solid waste transfer station known as the Estes Park Transfer Station, on land leased by Operator from the Town of Estes Park in a separate agreement between those parties, the land being described on Exhibit "A" attached hereto and incorporated herein by this reference (the land and station together being referred to sometimes herein as "Site"). This Agreement shall be contingent upon the Operator's continued ability to lease as above described with the Town of Estes Park. Specifically, Operator shall: A. Maintain a solid waste transfer station (with gatehouse, proper roads and fencing) that can handle a minimal transfer of 40,000 cubic yards of appropriate solid waste per year in a safe and orderly manner. Operator shall repair and maintain during the term hereof the access road from Elm Road to the transfer station, and the same shall be paved by the Operator to the satisfaction of the Larimer County. B. Maintain all necessary utilities to include, but not limited to, water, sewer, electrical and telephone, as shall be necessary to operate the Site in a safe and orderly manner. C. Maintain all necessary licenses, permits and authorizations to operate the transfer station in its name. The Operator shall perform all functions hereunder so as to comply with all applicable laws and regulations and in a manner, which will maintain minimum levels of cleanliness acceptable to the County. 1 D. Provide for security as necessary to prevent all unauthorized entry into the Siti and to protect existing and planned facilities. The oporator shall report to the Larimer County Solid Waste Manager all events and occurrences of which he is aware related to disposal or planned disposal of unauthorized waste at the site. E. Provide throughout the term hereof in its own name insurance as set forth in Exhibit B incorporated herein by this reference. F. Operate the transfer station only during such hours as shall be approved by the County and charge only such user charges as shall be approved by the County. 2. PAYMENT. A. The Operator shall promptly submit accurate monthly invoices showing actual incoming yardage for each month. To encourage an economic and efficient operation of the transfer station, annual payments shall not include payment for waste disposals on credit until that receivable has been collected. The Operator shall be responsible for the accurate determination of incoming cubic yardage of waste per vehicle and of total incoming yardage of waste, and shall keep accurate records of waste quantities and revenues by waste category. B. The Operator shall timely collect and deposit revenues of the transfer station in an insured operating account under its name. The Operator shall accurately and timely account for and collect all accounts receivable and waste disposal accepted on credit. C. The Operator shall keep all necessary books and records pertaining to its operations hereunder on a calendar year basis, and the Operator shall provide' to the County an annual report from an independent Certified Public Accountant licensed to practice in Colorado in which said accountant renders an un4ualified or qualified opinion as to the accuracy and completeness of the Operatofs books and records (an adverse or disclaimer opinion shall not be acceptable). Said report shall be completed and delivered to the County no later than January 31st of each year for the preceding year. D. Not later than March 1 st of each year during the term hereof, payment to the Operator shall be adjusted by the County according to the amount of revenue receipts collected and deposited by the Operator in the account on a monthly basis and Operator's actual costs in the eligible cost categories as shown in the Proposal during the preceding calendar year; total compensation is to be determined annually by the County at this time based upon the Operator's actual cost of operation and upon th6 12.5% operating margin to which it is entitled (as set forth in the Proposal submitted by Operator's predecessor on or about January 10, 1984 and attached as Exhibit "A" to the January 31, 1984 Agreement between County and A-1 Transfer, Inc.). E. It is understood that any savings in either capital or operating costs resulting from actual costs being lower than those estimated in the original Proposal shall accrue to the County, with the exception that the $13,750 identified for vehicle repair and maintenance and $800.00 identified for building repair and maintenance in the Proposal will be considered as a fixed annual 'amount through the term of the Agreement, and will fulfill the County's total obligation for all maintenance and/or repairs to the equipment and/or facility unless specific request for large item repairs/maintenance has been requested by Operator and granted in writing by the County. The Operator shall insure that all necessary repairs and maintenance are timely made and performed. Salaries by the Operator shall be based on Larimer County's pay plan for like classifications, and annual increases shall not exceed the annual increases permitted under Larimer County's then current pay plan, without the approval of the County. The Operator may only acquire capital equipment in addition to the items specified in the Proposal and to be paid by the County for those costs and related costs, after consultation with and written approval of the Larimer County Solid Waste Manager. The Operator must provide for competitive bidding for capital equipment and facilities acquired in excess of $5000 per item, and the Operator shall .provide written evidence of such competitive bidding of at least three bidders to the County. Prior to making selection of 2 any bid, the Operator shall advise the Larimer County Solid Waste Manager of its anticipated selection and receive approval therefore from said Solid Waste Manager. 3. GENERAL A. Exclusive Right. It is expressly determined and found by County and recognized and understood and agreed by Operator and County that, in order for Operator properly and efficiently and practicably to manage and carry on the operations at the Site contemplated by this Agreement, Operator must have the right to use of the Site exclusive of such right in any person or entity other than Operator to whom County might grant such right. To that extent and for that purpose, County does hereby transfer all of such right as it may have in the Site to Operator for the term of this Agreement or as such term may be extended in accordance with the provisions of this Agreement; AND, FURTHER, County promises not to transfer any of such right that it may have in the Site to any person or entity other than Operator for such period or periods or take any action not in accordance with this Agreement which would inhibit Operator's rights pursuant to this Agreement unless mandated by an authority of competent jurisdiction. Operator shall have exclusive salvage rights concerning waste properly received at the transfer station during the term hereof. B. Indemnification. Operator shall indemnify and save harmless County, its present and future elected officials, employees and agents, from and against any and all liabilities, penalties, fines, forfeitures, demands, claims, causes of action, suits, and costs and expenses incidental thereto (including cost of defense, settlement, and reasonable attorney's fees), which any or all of them may hereafter suffer, incur, be responsible for or pay out as a result of bodily injuries (including death) to any person, damage (including loss of use) to any property (putilic or private), contamination of or adverse effects in the environment, or any violation or alleged violationof statues, ordinances, orders, rules or regulations of any governmental entity or agency, directly or indirectly caused by, or arising out of the operation of the Site by Operator as a solid waste transfer station and out of any act or omission of Operator, its employees or subcontractors in the performance of this Agreement and the performance of and payment under any contacts entered into by Operator. Insurance coverage and requirements herein constitute the minimum requirements, and said requirements shall in no way lessen or limit the liability of Operator hereunder. Notwithstanding anything herein to the contrary, the Operator, its employees, agents, subcontractors and authorized assigns shall have no responsibility or liability with respect to or arising out of any act, omission or operation of any person or entity (other than Operator, its employees, agents, sub-contractors and authorized assigns) in any way relating to the Site prior to the commencement of the term of this Agreement and any extensions thereof, C. Term of Agreement. The term of this Agreement shall commence on the date stated on the first page of this Agreement and shall extend to and including December 31, 2013 unless earlier terminated or extended as provided herein. Following the end of the term of this Agreement, County and Operator may agree to extend this Agreement for additional ten (10) year terms according to such conditions as to which the parties shall mutually agree in writing. D. Inspection 1. Any governmental agency which has lawful jurisdiction over the Site or the operations at the Site, including County, may make inspections of the Site and its operations at any time that the Site is open for business or at any other time or times which may be reasonable for such inspections, provided however, that such inspections shall be made by only authorized personn-el of such authorities or of County. Such inspections shall not interfere with the orderly operation of the Site by Operator. 2. The books and records of Operator concerning all operations and capital expenditures hereunder shall be subject to inspection and audit by County at the expense of the County at all reasonable times during the term hereof. 3 E. Rates and Charges for Dispdsal. 1. Operator shall impose and collect charges for the use and service of the site from users and customers including Operator computed in accordance with the Charges for Disposal for the Transfer Station. 2. County and Operator recognize, understand, and expressly agree that there shall be a' need to adjust the rates for charges for the transfer station for calendar years subiequent to the date hereof during the term of this Agreement. It is expressly understood and agreed that County shall determine rates for charges at the transfer station annually'arid that such rates for charges shall be imposed and collected by Operator during the period 6f their application. F. Title to Waste. Title to all solid waste deposited at the Site shall be vested in the Operator. County shall not be entitled to maintain any activity or operation at the Site which interferes with the construction or operations envisioned by this Agreement and the Proposal. Operator reserves all reclamation rights to the solid wastes arld to the proceeds of reclamation of solid wastes through'theterm of this Agreement. G. Title of Facilities. Until termination of this Agreement or until the completion of the term of this Agreement, title to all equipment and to the buildings, described on Exhibit C, shall be vested in the Operator. Upon termination of term of this Agreement, title to all equipment, as described on Exhibit C shall be transferred to, and fully vest in, the County, which shall pay to .the Operator the difference between Operator's actual cost for such equipment and the total of the annual payments the County has made to such time toward depreciation of the same. Said depreciation amounts shall be as' determined by the auditor. Upon termination of this Agreement, title to the buildings as described on Exhibit C shall be transferred to, and fully vest in, the Town of Estes Park (unless at such time it should decline to accept ownership) which, in consideration therefore, shall pay to the Operator the difference between Operator's initial actual cost for such building and the total of the annual payments the County has made to such time toward depreciation of the same. If at such time the Town of Estes Park should decline to accept ownership, title to the buildings shall be transferred to, and fully vest in, the County, which shall pay to the Operator the difference between Operator's initial actual cost for such buildings and the total of the annual payments the County has made to such time toward depreciation of the same As computed by the auditor. H. Condemnation. In the event the Site shall be taken by or pursuant to any governmental authority or through the exercise of the right of eminent domain; or in the event any part of the Site, or a-ny interest therein, itlcluding, but not limited to the right of free access to the Site, is taken or substantially interfered with which in the opinion of the Operator, renders the Site not suitable for the operation of the Site as contemplated by this Agreement and the Proposal, then afid in such event, at the option of Operator, Operator may continue the operation of the remaining portion of the Site or cancel this Agreement, but nothing herein shall be deemed a waiver of the right of Operator to any award for compensation or damages to it or to its interests in said Site caused by such taking, whether made separately or as a part of a general award. Should Operator be prevented from using any federal, state, county or local road for access to the Site, then and in that event Operator may continue to operate without waving any rights hereunder to compensation or damages. 1. Force Majeure. The performance of this Agreement may be suspended and the obligations thereunder excl-sed, in the event and during the period that such performance is prevented by a cause or causes beyond the control and responsibility of Operator. Such causes may include acts of God, acts of war, prohibitive weather conditions, riot, fire, ejplosion, accident, flood or sabotage; lack of adequate fuel, power or raw matqrials; or An unconditional prdhibitidn of the operation of the site by judicial order, administrative or governmental laws, regulations, rules, requirements, orders, or actions, including refusal to issue, cancellationi suspension or revocation of any permit, license or other authorization necessary for the construction and/or operation envisioned by this Agreement of the Proposal; or national defense requirements; or injunction. J. Independent Contractor. Operator is and shall perform this Agreement as an independent contractor, and as such, shall have and maintain complete control over all of its employees, 4 . subcontractors, agents, and operations. Neither Operator nor anyone employed by it shall be, represent, act, purport to act or be deemed to be the agent, representative, subcontractor, employee, officer, or servant of County. K. Assignment and Subletting. Excepting agreements relating to construction at the Site and other agreements made prior to the date of this Agreement, Operator shall not assign or sublet the whole or any part of the Agreement without the prior written consent of County, which consent shall not be unreasonably withheld. Services subcontracted under the Agreement shall be specified by written agreement and shall be subject to each applicableprovision of this Agreement with appropriate changes in nomenclature in referring to parties to such subcontract. If any subcontractor shall fail to perform the work undertaken by it in a manner satisfactory to the County, its subcontract shall be immediately terminated by Operator upon written notice from County and in event of such termination, Operator shall complete such work by contract or otherwise, failing such, County may prosecute such work to completion and Operator and its sureties shall be liable to County for any costs occasioned County thereby. Nothing contained in this Agreement shall create any contractual relation between any subcontractor and County. Operator shall give County immediate notice in writing of any action or suit filed and prompt notice of any claim made against Operator by any subcontractor or vendor which may result in litigation, related in any way to this Agreement. L. Taxes. Any and all taxes, assessments or fees relating to the use of the Site by Operator or construction or operations on the Site shall be paid by Operator. M. Third Party Ownership. It is recognized by County and Operator that the Town of Estes Park is record owner of the Site. The Operator has entered into a separate lease agreement with the Town of Estes Park allowing Operator's possession and use of the Site during the term hereof, and any extensions, for its operations and purposes hereunder. N. Hours of Operation. The initial hours of operation shall be as follows: October 1 through April 30, Tuesday, Thursday, Saturday, 8:00 a.m. to 4:00 p.m. May 1 through May 31, Tuesday, through Saturday, 8:00 a.m. to 4:00 p.m. June 1 through August 31, Monday through Saturday, 8:00 a.m. to 4:00 p.m. September 1 through September 30, Tuesday through Saturday, 8:00 a.m. to 4:00 p.m. These hours are subject to change, as per the direction of the County. In addition to normal hours of operation, the Operator shall provide access to the transfer station for commercial trash haulers on the days during which the transfer station is normally closed to the public. The only holidays during which the transfer station may be closed to the public are Memorial Day, Independence Day, Labor Day, Thanksgiving, Christmas ahd New Year's Day. O. Cleanliness; Appropriate Waste. The Operator shall be entitled to keep as his property any of the existing signs utilized on the Site. The Operator shall maintain the Site and the paved access road in a clean, litter-free and orderly manner. Loose or blowing trash shall not be permitted, and salvaged waste shall be placed in bins or other containers at the Site. Salvaged waste shall not be stored on the site with the exception of contained commodities set aside for recycling. The transfer station shall accept only solid waste. No sludge, liquid waste, hazardous waste or car bodies shall be appropriate or accepted by the Operator. P. Landfill. The County shall provide limited access for the Operator to the Larimer County landfill during periods the said landfill is normally closed to the public, to accommodate only the Estes Park Transfer Station operation hereunder. Any other operations by the Operator (not connected with this Agreement) shall be transacted during the said landfill's normal operational hours. In its 5 . operations hereunder, the Operator shall not pay dump fees at the Larimer County landfill other than the yearly audited payment. Should the Larimer County landfill be closed or inaccessible or roadways normally taken to said landfill inaccessible for a significant period of time, Operator, with written approval of the Larimer County Solid Waste Manager, shall have the right to transport said waste to an alternate approved facility and such costs associated with the disposal of .such waste will be deemed an allowable operating expense. Q. County Authorization Required. The Operator shall not permit anyone or any · entity to domp at the transfer station without charge unless authorized in writing by the County. The Operator shall not permit anyone or any entity credit for dumping at the transfer station unless authorized in writing by the County. The Operator shall not contract with anyone or any entity regarding any aspect of its operations hereunder without written authorization of the County. R. Tax Credits. Any benefits regarding investment tax credits accruing becaus* of the acquisition of capital property hereunder shall accrue to the Operator (except that unused tax credits shall be apportioned between the parties upon termination of this Agreement or its expiration, according to any payments County makes to the Operator to acquire title to the facilities under Paragraph 4H hereof). S. Termination; Breach by Operator. This Agreement may be terminated by the County for justifiable cause or for non-appropriation upon 30 days' written notice. In the eevent County shall bring any legal action against rOperator to enforce any of its rights hereunder, Operator shall pay all of County's costs and shall pay County's reasonable attorney fees in doing so. In the event of breach of this Agreement by Operator, County may, in addition to all other remedies that may be available to it, seek and obtain specific performance of this Agreement. T. Notices. All notices given under this Agreement shall be deemed properly served if delivered in writing personally, or sent by bertified mail to County, to the Board of County Commissioners of Larimer County, Colorado, P.O. Box 1190, Fort Collins, Colorado 80522, and to Operator, Waste Management of Colorado, Inc., P.O. Box 2162, Estes Park, Colorado 80517. Date of service of notice served by mail shall be the date on which such notice is deposited in a post office of the United States Post Office Department. U. Entire Agreement. This Agreement embodies the entire understanding between the. parties hereto relating to the subject matter hereof'and shall not be modified, changed or altered in any respect except in writing signed by both parties. V. Governing Law and Severability. This Agreement shall be governed by the laws of the State of Colorado applicable to contracts made and to be performed in said State. Any action at law or in equity brought by either County or Operator against the other shall be brought in the District Court of Larimer County, Colorado, which is located at Fort Collins, Colorado. The provisions of this Agreement shall be deerhed to be severable and the invalidity or unenforceability of any provision shall not affect the validity and enforceability of other provisions hereof. In the event of a conflict between the terms or the conditions of this Agreement and those of any Exhibit attached hereto, the terms and conditions of this Agreement shall take precedence. Operator shall at all times observe and comply with all local, state and federal laws and regulations, which in any manner limit, control,· or apply to the actions or operations of Operator, its subcontractors, or its or their employees, agents or servants, engaged upon the work or affecting the materials supplied to or by them under the Agreement. W. County's Waste. The County shall be entitled to receive priority treatment at the transfer station during the term hereof with respect to the timing of disposal and the volume of disposal of County waste. However, the County (and any of its departments), as well as all other public agencies, shall pay the appropriate dump fee. X. Appropriatiori. This Agreement is subject to and contingent on sufficient funds being appropriated, budgeted and otherwise made 'available to the County for purposes of meeting all or any 6 portion of its obligations hereunder. In the event sufficient funds are not appropriated, budgeted or otherwise made available, the County may unilaterally terminate this Agreement upon 30 days written notice. Y. Governmental Immunity. No term or provision of this Agreement shall be interpreted as a waiver of any immunities, protections, benefits or rights available to the County under the Colorado Governmental Immunity Act. Z. Prior Agreements. This Agreement supercedes and replaces the two Agreements between the County and A-1 Transfer, Inc. dated January 31, 1984 and dated 1994 (no day or month inserted). IN WITNESS WHEREOF, the parties have set their hands on the day, month and year stated on the first page of this Agreement. WASTE MANAGEMENT OF COLORADO, INC. By: Authorized Agent BOARD OF COMMISSIONERS OF LARIMER COUNTY, COLORADO By: Chairman [SEAL] ATTEST: Deputy Clerk of said Board APPROVED AS TO THE PROVISIONS OF PARAGRAPH 3. G. TOWN OF ESTES PARK By: Mayor [SEAL] ATTEST: Town Clerk 7 EXHIBIT A LEGAL DESCRIPTION OF LEASED LAND ESTES PARK TRANSFER STATION AGREEMENT That portion of the Southwest Quarter of the Southeast Quarter of Section 26, Township 5 North, Range 73 West of the Sixth Principal Meridian described as follows: Beginning at a point on the East line of the Southwest Quarter of the Southeast Quarter of daid Section 26 from which point the Northeast corner of said Southwest Quarter of the Southeast Quarter bears North 01°10'52" West, 277.38 feet; thence along the East line of said Southwest Quarter of the Southeast Quarter, South 01°10'52" East, 145.00feet; thence South 56°12"57" West, 267.75 feet; thence North 32°42'40" West, 212.02 feet; thence North 30°58'04" East, 147.08 feet; thence South 87°38'19" East, 258.66 feet more or less to the point of beginning. 8 , EXHIBIT B LARIMER COUNTY INSURANCE REQUIREMENTS FOR CONTRACTORS ESTES PARK TRANSFER STATION AGREEMENT The insurance required shall be procured and maintained in full force and effect for the duration of the Contract and shall be written for not less than the following amounts, or greater if required by law. Certificate Holder should be Larimer County. Contractor shall forward Certificates of Insurance to Larimer County, c/o Risk Management, 2555 Midpoint Drive, Suite B, Fort Collins, Colorado 80525 1. Workers' Compensation and Employers' Liability A. State of Colorado: Statutory B. Applicable Federal: Statutory C. Employer's Liability: $100,000 Each Accident $500,000 Disease-Policy Limit $100,000 Disease-Each Employee D. Waiver of Subrogation 11. Commercial General Liability on an Occurrence Form including the following coverages: Premises Operations; Products and Completed Operations; Personal and Advertising Injury; Medical Payments; Contractual Liability; Independent Contractors; and Broad Form Property Damage. Coverage provided should be at least as broad as found in Insurance Services Office (ISO) form CG0001. Minimum limits to be as follows: A. Bodily Injury & Property Damage General Aggregate Limit $2,000,000 B. Products & Completed Operations Aggregate Limit $2,000,000 C. Personal & Advertising Injury Limit $500,000 D. Each Occurrence Limit $500,000 Other General Liability Conditions: 1. Products and Completed Operations to be maintained for one year after final payment. Contractor shall continue to provide evidence of such coverage to the County on an annual basis during the aforementioned period (as appropriate). 2. Contractor agrees that the insurance afforded the County is primary. 3. If coverage is to be provided on Claims Made forms, contractor must refer policy to Risk Management Department for approval and additional requirements. 111. Commercial Automobile Liability coverage to be provided on Business Auto, Garage, or Truckers form. Coverage provided should be at least as broad as found in ISO form CA0001 (BAP), CA0005 (Garage) or CA0012 (Trucker) including coverage for owned, non-owned, & hired autos. Limits to be as follows: A. Bodily Injury & Property Damage Combined Single Limit $1,000,000 B. Medical Payments $5,000 per person C. Uninsured/Underinsured Motorist $100,000 IV. All Insurance policies (except Workers Compensation and Professional Liability) shall include Larimer County and its elected officials and employees as additional insured as their interests may appear. The additional insured endorsement should be at least as broad as ISO form CG2010 for General Liability coverage and similar forms for Commercial Auto and Umbrella Liability. V. The County reserves the right to reject any insurer it deems not financially acceptable by insurance industry standards. Property and Liability Insurance Companies shall be licenses to do business in Colorado and shall have an AM Best rating of not less than B+ and/or VII. VI. Certificates of insurance on all policies shall give the County written notice of not less than thirty (30) days prior to cancellation or change in coverage. VII. Contractor shall furnish Larimer County separate certificates of insurance for all contractors and sub-contractors. Such certificate must meet all requirements listed above. 9 EXHIBIT C BUILDING AND EQUIPMENT LISTING ESTES PARK TRANSFER STATION AGREEMENT Buildinas: Gate House Original Transfer Station Tipping Floor Area Addition to the Original Transfer Station Tipping Floor Area currently leased from S&M Investments Equipment: Asset Tvge WM ID # MFG ' VIN # YR TITLE # TRACTOR 651327 FREIGHTLINER 1FUYDDYB1 RP880093 1994 06N098181 TRAILER 701594 MCCLAIN 1M9BD482X12309134 2001 06N111526 TRAILER 701599 MCCLAIN . 1M9BD482212309133 2001 06N111527 TRAILER 702490, IMCO 1M9L5029NC343708 1992 06N098182 TRAILER 702492 MCCLAIN 1M9BD5027W2309177 1999 06N098184 PLOW/PU 603384 FORD 1FTNF21L9XEB03939 1999 06N098159 BACKHOE 845218 FORD 19254 1994 N/A BACKHOE 845335 CATERPILLAR BLN06210 2003 N/A . 10