HomeMy WebLinkAbout11352RESOLUTION NO. 11352
A RESOLUTION APPROVING AN AGREEMENT FOR ACCESS, USE, MAINTENANCE AND
CONVEYANCE OF REAL PROPERTY BETWEEN PUEBLO, A MUNICIPAL CORPORATION
AND WASTE CONNECTIONS OF COLORADO, INC. RELATING TO THE PUEBLO SOUTHSIDE
LANDFILL, AUTHORIZING EXECUTION THEREOF BY THE PRESIDENT OF THE CITY
COUNCIL, AND AUTHORIZING THE EXECUTION OF ALL OTHER DOCUMENTS AND
INSTRUMENTS REQUIRED THEREBY TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THE AGREEMENT
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1
The Agreement For Access, Use, Maintenance and Conveyance of Real Property dated
July 28, 2008 (the "Agreement ") by and between Pueblo, a Municipal Corporation ( "City ") and
Waste Connections of Colorado, Inc., a Delaware corporation ( "WCI ") relating to the Pueblo
Southside Landfill, a true copy of which is attached hereto, having been approved as to form by the
City Attorney, is hereby approved; and the President of the City Council is hereby authorized and
directed to execute the Agreement and the City Clerk is authorized and directed to attest same and
to affix the seal of the City thereto.
SECTION 2_
The City Manager is authorized and directed to take all action necessary or reasonably
required of the City under the Agreement and the Exhibits thereto to give effect to and
consummate the transactions contemplated by the Agreement. Upon closing under Article III of
the Agreement, the President of the City Council is further authorized and directed to execute a
Disposal and Operations Agreement ( "Operations Agreement ") in the form attached to the
Agreement as Exhibit "B ", and to execute a quit claim deed ( "Deed ") by and on behalf of the City in
substantially the form attached to the Agreement as Exhibit "C" with a legal description of the
property to be conveyed thereby inserted therein which conforms to the real property intended to
be conveyed under the Agreement; and the City Clerk is further authorized and directed at closing
to attest said Operations Agreement and Deed.
SECTION 3
The Agreement and the Exhibits thereto, including without limitation the Operations
Agreement, are subject to the requirements and limitations of the constitution and laws of the State
of Colorado, and to the extent same may create any financial obligation whatsoever, are expressly
made subject to sufficient appropriations being made therefor in each fiscal year after 2008.
SECTION 4
This Resolution shall become effective immediately upon final approval and passage.
INTRODUCED July 28, 2008
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Background Paper for Proposed
RESOLUTION
AGENDA ITEM # 30
DATE: July 28, 2008
DEPARTMENTS: City Manager, Law Department, and Public Works Bureau
TITLE
A RESOLUTION APPROVING AN AGREEMENT FOR ACCESS, USE,
MAINTENANCEAND CONVEYANCE OF REAL PROPERTY BETWEEN PUEBLO,
A MUNICIPAL CORPORATION AND WASTE CONNECTIONS OF COLORADO,
INC. RELATING TO THE PUEBLO SOUTHSIDE LANDFILL, AUTHORIZING
EXECUTION THEREOF BY THE PRESIDENT OF THE CITY COUNCIL, AND
AUTHORIZING THE EXECUTION OF ALL OTHER DOCUMENTS AND
INSTRUMENTS REQUIRED THEREBY TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THE AGREEMENT
ISSUE
Should the City Council approve a transaction with Waste Connections of Colorado,
Inc. ( "WCI ") which would entail: (a) Council allowing WCI to initially, and for a limited
period, evaluate conditions and permit requirements involved in taking over the
operation of Phase 111111 of the Pueblo Southside Landfill ( "Landfill'), (b) before
expiration of the evaluation period, WCI obtaining required approvals and
commencing operation of Phase 111111 as a public landfill upon specified terms and
conditions, and (c) the City conveying City owned land located at the Landfill to
WCI?
RECOMMENDATION
If Council desires to obtain the re- opening of the Southside Landfill at the earliest
possible date on contractually reasonable terms, it is recommended that Council
approve the Agreement.
BACKGROUND
The Pueblo Southside Landfill generally consists of three solid waste disposal areas
known as Phase I, Phase II and Phase III. During the years prior to 1991, the real
property associated with the Southside Landfill was owned by the City, and landfill
operation were conducted by Zupan Enterprises, Inc. ( "ZEI ") under contract to the
City and County of Pueblo.
1991 -2008
In April 1991, the Landfill was prospectively "privatized." Under an agreement,
entered into after solicitation of competitive proposals and recommendations of a
committee appointed by elected officials, ZEI agreed to complete waste disposal at
Phase I until filled, and then close it and place final cover in accordance with
applicable regulatory requirements. Under that agreement, the real property
associated with the Phase II and III disposal areas was conveyed to ZEI before any
waste was placed in those areas and those Phases were to be developed by ZEI
as a privately owned and operated solid waste disposal facility which would be open
to the public. Under that arrangement, ZEI paid royalties to the City and allowed the
City to dispose of certain City - generated waste without charge. Two minor
amendments were made to the ZEI agreement in 1993 and 1995. ZEI closed
Phase I by October 1993 and developed and operated Phase III as the next active
phase, until recently.
By early 2008, ZEI had substantially filled Phase III to its permitted limits but had not
yet obtained approval for construction and use of undeveloped Phase II. The
Colorado Department Health and Environmental ( "CDPHE ") asserted in Spring
2008 that violations of the operating permit - known as the "Certificate of
Designation" or "COD" - existed at Phase III. ZEI then suspended operation of
Phase III of the Landfill on May 17, 2008. As of that date, Phase 11 had not yet been
developed nor authorized to receive waste.
WCI Transaction
The transaction with WCI, as set forth in the Agreement before Council,
contemplates two distinct stages: In the first stage, WCI is granted access to
information and real property owned by City to assist it in making a more detailed
determination of the feasibility of the transaction and completing transactional "due
diligence" prior to closing. During that first stage, WCI will also work with the
CDPHE toward a plan to resolve existing violations and to obtain CDPHE approval
to construct and operate Phase 11. Assuming this process meets WCI's
expectations, the second stage will involve WCI closing an asset purchase
agreement it has entered with ZEI, thereby acquiring the Phase 11 and Phase III real
property from ZEI, as well as ZEI's rights under the COD. At that time WCI will also
enter into the "Solid Waste Disposal, Royalty and Operations Agreement with City
and City will convey City -owned lands at the Landfill (other than Phase 1) to WCI.
Thereafter, WCI will file an application for a major modification to the COD allowing
it to operate Phase ll/ /III, it will bring Phase III into compliance with CDPHE
requirements, and it will operate Phase 11 and any possible expansion of Phase 11 /111
which may subsequently be approved.
The Agreement before Council provides for WCI to close the transaction by June
30, 2009. WCI has verbally indicated it intends to close the transaction sooner and
will endeavor to reopen the Landfill by the end of 2008. WCI has advised City staff
that it anticipates that the remaining life of the site for disposal is 50 to 100 years.
Major Terms
The Agreement with WCI (assuming closing occurs) includes the following terms:
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• Consent of City - City consents to assignment of ZEI's rights under the COD to
WCI for Phase II and III. (This consent does not limit City's authority under law
as the COD permitting authority.)
• Land Transfer - City to convey approximately 300 acres of land located at
Southside Landfill to WCI.
• WCI Assumption of City Obligations - WCI to perform Phase I Post - Closure
Maintenance and Monitoring at WCI's expense. This is currently done at City's
expense.
• Free Disposal of City Waste - free disposal of City - generated waste subject to
limits: all street sweep debris if allowed for use as daily cover; 3500 tons /yr
wastewater sludge; 1200 tons /yr, 100 tons /mo for all other City solid waste;
discounted disposal at WCI's Fountain facility until Landfill reopens.
• Royalties to Citv - payment of royalties commences on 2 " anniversary of
reopening: initially 50¢ ton plus 2% annual COLA adjusted every 5 years
(estimated initial royalty - $75,000 per year).
• Community Clean -Up - two free disposal weekends (in May and October) for
cars and trucks, 40% discount for tow trailers.
• Hours of Operation - Mon —Fri, 8am to 4pm; Sat. 8am to 1 pm.
• Payment at Closing - $188,000 paid by WCI to City, representing unpaid
financial obligations of ZEI to City.
• Gas Monitoring - WCI will install, maintain and operate any required gas
collection /monitoring facilities on Phase I at WCI expense.
• City Non - Compete - City shall not own or operate a public landfill for 15 years
from reopening date. This does not prohibit or limit City from owning or
operating a facility for disposal of City generated waste.
• Indemnity WCIindemnifies City for first $ 500, 000 of damages, characterization
expenses and remediation expenses attributable to any hazardous materials at
or released from Phase I.
FINANCIAL IMPACT
See Background.
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AGREEMENT FOR }
ACCESS, USE, MAINTENANCE
AND CONVEYANCE OF REAL PROPERTY
THIS AGREEMENT FOR ACCESS, USE, MAINTENANCE AND CONVEYANCE
OF REAL PROPERTY ( "Agreement ") is made as of July 28, 2008 (the "Effective Date "), by
and between PUEBLO, a Municipal Corporation ( "City "), and WASTE CONNECTIONS OF
COLORADO, INC., a Delaware corporation (the "WCI ").
RECITALS
A. The County of Pueblo adopted Resolution No. 85 -Z -1 on January 18, 1985, and
Resolution No. 88 -Z -85 on December 13, 1988, granting City a Certificate of Designation Solid
Waste Disposal Site ( "Certificate of Designation ") for the Pueblo Southside Landfill located off
Beulah Highway No. 78 approximately 7.8 miles from Pueblo City Hall (the "Landfill "),
B. City adopted Resolution No. 6951 on June 22, 1992, that (i) split the real property
comprising the Landfill into two parcels, one covering Phase I of such Landfill ("Phase I "), and
the other covering Phase II and Phase III of such Landfill (individually, "Phase II" and
"Phase III," respectively; and, collectively, "Phase II /III "), and (ii) adopted separate
Certificates of Designation for Phase I and for Phase IUIII. The land comprising Phase I is
generally shown on Exhibit A -1 attached hereto (the "Landfill Site Map ") and the land
comprising Phase II and Phase III is generally shown on the Landfill Site Map and is more
specifically described on Exhibit A -2 attached hereto.
C. As of the date hereof. (i).City owns the real property underlying Phase I and owns
certain additional lands (the "Additional Lands ") in the area of the Landfill, said Additional
Lands being generally shown on the Landfill Site Map (Phase I and the Additional Lands are
referred to herein collectively as the "City Lands"); and (ii) Zupan Enterprises, Inc. ( "ZEI ")
owns Phase II /III, having acquired Phase II /III from City before any waste was ever placed in
Phase II /III pursuant to that certain Purchase Agreement, dated as of April 22, 1991 between ZEI
and City, as amended by Addendum I and Addendum 2 thereto (the "Zupan Purchase
Agreement ").
D. In the past, pursuant to various agreements with City and the County of Pueblo,
including the Zupan Purchase Agreement, ZEI conducted landfill operations on Phase I and on
Phase III. Such landfill operations ceased at Phase I prior to October 9, 1993, and at Phase III in
the recent past. Among other problems that currently exist at Phase III, Phase III was
substantially overburdened and will require extensive work in connection with the closure
thereof.
E. ZEI and WCI have entered in that certain Asset Purchase Agreement (the
"WCUZEI Purchase Agreement ") of even date herewith pursuant to which ZEI has agreed to
sell to WCI, and WCI has agreed to purchase from ZEI, among other things, Phase II1I11,
including all of ZEI's right, title and interest in and to such real property and improvements and
the development and expansion of Phase II/III (the "Zupan Sale ").
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F. WCI's acquisition of Phase 11/III from ZEI is subject to the satisfaction of various
conditions precedent set forth in the WCI /ZEI Purchase Agreement, including, among other
things, WCPs access to and inspection of Phase I and the Additional Lands prior to the closing
under the WCI /ZEI Purchase Agreement, the issuance to WCI of the necessary permits and
approvals for the construction and commencement of landfill operations on Phase II/III, the
conveyance by City of the Additional Lands (or a specified portion thereof) to WCI at the time
of and as part of the closing under the WCUZEI Purchase Agreement, and City and WCI
entering into a Solid Waste Disposal, Royalty and Operations Agreement in the form of
Exhibit B attached hereto (the "Disposal and Operations Agreement ") at the time of and as
part of the closing under the WCUZEI Purchase Agreement. Pursuant to the Disposal and
Operations Agreement, among other things: (1) City will be entitled to utilize Phase I11111 for its
solid waste disposal requirements, (2) WCI will pay to City a royalty on non -City waste received
at Phase II and/or Phase III, and (3) WCI will perform certain expansion, construction and
operations on and with respect to the Landfill, subject to and in accordance with the terms and
conditions thereof.
G. In consideration of certain royalties to be paid to City and certain other benefits in
favor of City pursuant to the Disposal and Operations Agreement in the event that WCI elects to
proceed with the closing under the WCUZEI Purchase Agreement and acquire Phase II /III, City
and WCI have agreed that (1) WCI shall have access and use of Phase I and the Additional
Lands as provided in this Agreement, and (2) in connection with and as part of the closing under
the WCUZEI Purchase Agreement, City will convey the Additional Lands (or a specified portion
thereof), to WCI at no cost to WCI and will enter into the Disposal and Operations Agreement
with WCI, subject to and accordance with the terms and conditions hereof.
H. In consideration of the benefits in favor of WCI under this Agreement and the
Disposal and Operations Agreement, including but not limited to WCI having the opportunity to
obtain transfer of the landfill development rights of ZEI under the Zupan Purchase Agreement,
and to receive, without cost to WCI, conveyance of the Additional Lands, WCI has agreed (1) to
pay the royalties and other amounts specified in the Disposal and Operations Agreement,
(2) permit City's disposal of City - generated waste in Phase II, Phase III, and any future
expansion thereof at no charge or reduced charges, (3) agreed to indemnify City for certain
environmental costs relating to Phase I to the extent provided in Section 5. 1, and (4) make the
payment specified in Section 3.3 of this Agreement.
NOW THEREFORE, in consideration of the foregoing recitals and the respective
agreements hereinafter set forth, City and WCI agree as follows:
ARTICLE I
DEFINITIONS
"Affiliate" means, with respect to any entity, any entity that directly or indirectly through
one or more intermediaries controls, is controlled by, or is under common control with such
entity.
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"Due Diligence Materials" means all documents, surveys, records and files regarding
the City Lands which City may reasonably be able to identify and locate, and which are in the
knowing possession of City. Due Diligence Materials shall not be construed to include materials
available from public sources other than City.
"Environmental Laws" mean any Laws relating to public health, safety or protection of
the environment, including materials, substances or wastes which are injurious or potentially
injurious to human health or the environment or the release, disposal or transportation of which
is otherwise regulated by any agency of federal, state or local government or in any way
pertaining to pollution or contamination of the air, soil, surface water or groundwater, including,
without limitation, the Resource Conservation Recovery Act of 1976, 42 USC §6901, et seq., the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended,
42 USC §9601, et seq., the Clean Air Act, 42 USC §7401, et seq., the Clean Water Act, 33 USC
§1251, et. seq., and the Hazardous Materials Transportation Act, 49 USC §1801, et. seq.
"Construction or Expansion Permits" means the issuance to WCI by (a) the State of
Colorado of all necessary permits and (b) the City of the necessary Certificate(s) of Designation,
in each case permitting WCI to further expand, construct and develop Phase MII and thereafter
accept and process solid waste thereat in accordance with applicable Laws and the terms of such
permits and Certificate(s) of Designation.
"Hazardous Materiar' means the substances now or hereafter defined as or included in
the definition of "hazardous substances" in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601 et seq., or included in the
definition of "controlled substances" in 21 U.S.C. §802, or "petroleum" as defined in 42 U.S.C.
§6991(8) (or any successor or similar statute thereto), including crude oil or any fraction of crude
oil. The term "Hazardous Material" also includes "hazardous waste" as defined in 42 U.S.C.
§6903(5) or under the laws of the State of Colorado, as amended from time to time or as
included in any successor or similar statute thereto.
"Law" means any federal, state, county, municipal or other law (including, without
limitation, any Environmental Law), regulation, ordinance, constitutional provision, permit,
certificate of designation, order, consent judgment, ruling, decree or applicable requirement.
"Pre- Existing Hazardous Materials" means any Hazardous Materials, including
hazardous waste, that were deposited or disposed of in Phase I of the Landfill or elsewhere on
the City Lands prior to the Effective Date.
"WCI Representatives" means any WCI authorized employee, agent, representative,
broker, architect, engineer or other consultant of WCI.
ARTICLE II
PRE - CLOSING
The following provisions are intended to permit WCI to investigate the City Lands during
the period from the date hereof until the first to occur of (i) the termination of this Agreement, or
(ii) the closing of the transfer of the Conveyance Property (as defined below) by City to WCI as
provided for herein ( "Closing ").
2.1 WCI Activities on City Lands City hereby consents to entry of WCI and
the WCI Representatives upon the City Lands for the following activities, to be undertaken by
WCI at its sole cost and expense:
(a) Inspection and Testing WCI may undertake evaluation of the
Additional Lands, including ASTM Phase I environmental assessment and surface inspection.
Additionally, WCI may insert gas detection probes in the City Lands as may be required by the
Colorado Air Pollution Control Division ( "CAPCD ") to determine the necessity for the
installation of a system for monitoring and collecting landfill gases in Phase I, as more
specifically described in Section 4.1. Any excavation or soil or groundwater testing upon the
City Lands which WCI may wish to perform as part of inspection and testing shall require the
City's prior written consent, which consent may be authorized in the City's sole and absolute
discretion, except to the extent that WCI is required to undertake any such excavation or testing
by applicable Laws. All reports, data and other information resulting from the property
investigations of the City Lands by WCI shall be deemed confidential and shall not be disclosed
by WCI to any third party without the prior written permission of City, which may be withheld in
City's sole and absolute discretion, except as may be required by applicable Laws.
(b) Surveys, etc. WCI may undertake such surveys and inspections of
the City Lands as WCI may require in order to determine and /or establish the boundaries thereof.
In connection with the foregoing, WCI and City shall cooperate to undertake such actions prior
to the Closing as may be required to establish the Conveyance Property (as defined below) as
one or more legally transferable parcels, at no cost or expense to City.
2.2 Availability of Records The foregoing matters described in Section 2.1
are collectively referred to as the "WCI Activities." In connection with the WCI Activities, City
shall make available to WCI the Due Diligence Materials regarding the City Lands at WCI's sole
cost and expense and during reasonable business hours at the location or locations where same
are stored or may be found. The Due Diligence Materials made available for inspection by WCI
are provided by City solely as a convenience to WCI and without any representations or
warranties of any kind by City as to the accuracy, meaning or completeness of the information.
WCI has not relied on City or any information, report, or other documentation provided by City,
including the Due Diligence Materials, with regard to the condition of the City Lands nor any
decision by WCI with respect to City Lands. All Due Diligence Materials and other information
made available under Section 2.2, shall be deemed confidential and shall not be disclosed by
WCI to any third party without the prior written permission of City, which may be withheld in
City's sole and absolute discretion, except as may be required by applicable laws.
2.3 Compliance with Laws All WCI Activities shall be undertaken in
accordance with applicable Laws (including without limitation, Laws relating to worker safety
and the proper disposal of discarded materials). In connection with any authorized WCI
Activities that involve groundwater or soil sampling, drilling or other actions that result in
groundwater or soil being removed from Phase I or the Additional Lands, such groundwater and
soil shall be disposed of by WCI in accordance with applicable Laws; and WCI shall not disclose
the results of any groundwater and/or soils testing to any third party except as may be required
by applicable Laws, in which case WCI shall provide prior written notice to City of any such
required disclosure and a reasonable opportunity for City to provide comments thereon. WCI
shall not permit any mechanics lien to be filed against any of the City Lands as a consequence of
any WCI Activities undertaken by or on behalf of WCI, and WCI shall cause any such lien to be
removed (by payment, bond, or otherwise) within thirty (30) days after receiving notice or
otherwise becoming aware of the filing thereof
2.4 Waiver and Indemnity WCI hereby waives and releases City from all
claims resulting directly or indirectly from the performance of any WCI Activities by WCI or
WCI's Representatives, except to the extent caused by the gross negligence, fraud or willful
misconduct of City. WCI hereby agrees to indemnify, defend, and hold City free and harmless
from and against any and all losses, claims, demands liabilities, damages, expenses or costs of
any kind or nature whatsoever (including reasonable attorneys' fees, expenses and
disbursements) ("Damages ") arising out of or resulting from any act or omission of WCI in the
performance of any WCI Activities by WCI or any WCI Representative on Phase I or the
Additional Lands; provided, however, that, except as otherwise expressly provided for in
Section 5.1, WCI shall not have any liability with respect to, and the foregoing indemnity shall
not apply to, any Damages (i) caused by, arising from or in connection with any Pre - Existing
Hazardous Materials or other pre- existing environmental or physical condition on the City Lands
or any portion thereof disclosed by or encountered in the course of any investigation thereof
undertaken by WCI or any WCI's Representative or the performance of any of the WCI
Activities thereon, or (ii) to the extent arising as a consequence of the gross negligence, fraud or
willful misconduct of City.
ARTICLE III
CONVEYANCE OF PROPERTY TO WCI
The Closing hereunder shall occur simultaneously with the closing of the Zupan Sale
under the WCUZEI Purchase Agreement, which shall occur on a date specified by WCI in a
notice to City given not less than fourteen (14) days prior to such date specified for the Closing.
At the Closing hereunder, City shall convey the Additional Lands (or a portion thereof as
specified below) to WCI and WCI and City shall enter into the Disposal and Operation
Agreement, and WCI shall make a payment to the City and grant an access easement to City, as
follows:
3.1 Propertv to be Conveyed by City to WCI City agrees to convey to WCI, and
WCI hereby agrees to accept from City, at no additional cost to WCI (except for closing costs,
title fees and survey costs and for the payment provided in Section 3.3 below), all of City's right,
title and interest in and to the parcels of land comprising the Additional Lands or such portions
thereof as WCI may designate prior to the Closing (the "Conveyance Property "), together with
all rights, privileges and easements appurtenant thereto to the extent owned by City (including,
without limitation, all minerals, oil, gas and other hydrocarbon substances on or under, as well as
all air rights, solar rights, water, water rights and water stock relating thereto, including any
rights of City to the "Fuelco" water well and the water produced thereby, if any), as well as all
improvements and fixtures located thereon.
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(a) Title Matters The Conveyance Property shall be conveyed by City
subject to the lien of ad valorem real estate taxes and assessments and easements and other
matters of record pertaining to the Conveyance Property; provided, however, that City shall
cause to be removed from record at or before the Closing at City's sole cost, all monetary liens
or monetary encumbrances against the Conveyance Property upon which City is the named
debtor or obligee.
(b) Conveyance of Title At the Closing, City shall convey its interest in the
Conveyance Property, to WCI by quit claim deed in the form attached hereto as Exhibit C (the
"Deed "). WCI may purchase, at its expense, an Owner's Policy of Title Insurance in an amount
and in form and substance satisfactory to WCI, insuring fee simple title to the Conveyance
Property in WCI. In addition, at the Closing WCI and City shall execute such other customary
documents, instruments and instructions typically required for the conveyance of real property
by quit claim deed in the State of Colorado. Real property taxes, and other items of income and
expense of ownership of the Conveyance Property, if any, shall be prorated as of 12:01 a.m. on
the date the Deed is recorded (the "Closing Date ") on the basis of a 365 -day year. Transfer
taxes applicable to the sale of the Property (if any), the fee for any title insurance policy, and
other closing costs shall be paid by WCI. Each party shall pay its own attorneys' fees in
connection with the conveyance of the Conveyance Property.
(c) Right of Termination If for any reason whatsoever, in WCI's sole and
absolute discretion, WCI determines that WCI will not proceed with the closing of the Zupan
Sale pursuant to the WCI /ZEI Purchase Agreement, WCI shall have the right to terminate this
Agreement upon delivery to City of a written notice. If WCI elects to terminate this Agreement,
WCI shall, at City's option, abandon in place any gas detection probes inserted pursuant to
Section 2.1(a) in their current "as -is" condition, without representation or warranty of any kind,
or remove such gas detection probes from the City Lands. In addition, this Agreement shall
terminate if the Closing has not occurred by June 30, 2009, unless otherwise agreed to by the
parties in writing. The terms of Sections 2.3 and 2.4 shall survive any such termination of this
Agreement.
3.2 Disposal and Operations Agreement At the Closing, WCI and City shall
mutually execute and deliver the Disposal and Operations Agreement.
3.3 Payment of Amount Due under Zupan Purchase Agreement ement At the Closing, WCI
shall pay, or cause to be paid, to City, by certified check or wire transfer, the sum of
U.S.$188,300.00, which City hereby acknowledges and agrees is the entire amount owed by ZEI
to City for royalties, tipping fees or surcharges under the Zupan Purchase Agreement.
3.4 Easement Granted to City At the Closing, WCI shall grant to the City an
easement across Phase II/III and/or the Additional Lands as may be necessary to provide the City
with continued access to Phase I and any Additional Lands not conveyed to WCI hereunder from
the entrance gate to the Landfall. Such easement shall be in such form and substance as WCI
and the City shall agree prior to Closing.
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ARTICLE IV
POST - CLOSING
4.1 Maintenance and Monitorina Obligations re Phase 1 From and after the Closing
and for so long as the Disposal and Operations Agreement remains in effect, or until such time as
such maintenance and monitoring associated with Phase I are no longer required, WCI shall, at
its sole cost and expense, (i) maintain Phase I in accordance with the requirements and
specifications set forth on Exhibit D attached hereto, and (ii) undertake such closure and post=
closure monitoring and testing of Phase I (including groundwater monitoring and testing) as may
be required by applicable governmental authorities. WCI shall seek, as expeditiously as
reasonably practicable, termination of the requirement for any such closure and post - closure
monitoring and testing of Phase I from the applicable governmental authorities. Further, if and
to the extent required by CAPCD or as otherwise required by Law or in connection with the
satisfaction of or compliance with the Construction or Expansion Permits, WCI shall have the
right to undertake such activities on Phase I as may be necessary or required, including, without
limitation, the installation, operation and maintenance of improvements and equipment on
Phase I for the monitoring and collection of landfill gases (the "Landfill Gas Monitoring and
Collection System "). Such Landfill Gas Monitoring and Collection System shall be constructed
generally in accordance with the requirements of CAPCD or other applicable governmental
authorities. Except as authorized in this Section 4.1, WCI shall not perform any excavation or
testing upon Phase I.
4.2 Access Road In order to assure continuous access to Phase I, Phase II, Phase III
and the Additional Land in the future, City agrees to retain as a public road that section of Hog
Farm Road that runs from Beulah Highway No. 78 to the entrance gate to the Landfill as
presently located. In addition, from and after the Closing, WCI agrees to be responsible for
maintaining the road from such entrance gate as necessary to provide access from the entrance to
Phase I and Phase I1.
4.3 Perimeter Buffer From and after the Closing hereunder, WCI shall maintain a
perimeter buffer between (i) the Conveyance Property, Phase I and Phase II /III, and (ii) adjacent
lands owned by third parties in conformity with any requirements therefore specified in the
Construction or Expansion Permits; provided, however, that the buffer shall not in any event be
less than 100 feet in width except at such locations where infeasible because the existing buffer
is less than 100 feet. WCI shall not at any time place or dispose of any Permitted Solid Waste or
Unacceptable Waste, as defined in the Disposal and Operations Agreement, nor any Hazardous
Material, in or upon the perimeter buffer area.
ARTICLE V
ENVIRONMENTAL INDEMNITY• RELEASE
5.1 Environmental Indemnity City acknowledges that as a consequence of the solid
waste disposal activities undertaken on Phase I prior to the date hereof, it is possible that Pre -
Existing Hazardous Materials may be present in Phase I of the Landfill. Except to the extent
provided for below or in Sections 2.3 and 2.4 of this Agreement, as between City and WCI only,
City shall be responsible in accordance with applicable Law for any such Pre - Existing
Hazardous Materials in Phase I; and, as and to the extent permitted by Law, City hereby agrees
to indemnify, defend and hold harmless WCI and its directors, officers and agents and its
successors and assigns (collectively, the "Indemnitees ") from and against any and all Damages
arising from or as a consequence of or relating to any Pre - Existing Hazardous Materials in
Phase 1, including, without limitation, any site assessments and remediation actions pertaining
thereto and Damages for bodily injury, death or property damage. Such indemnity is intended to
apply between City and the Indemnitees and it is not intended to limit City's rights to proceed
against any third -party (including ZEI) with respect to any Damages arising from or as a
consequence of or relating to any Pre- Existing Hazardous Materials. Notwithstanding anything
to the contrary set forth above in this Section 5.1, WCI agrees that it (and its successors and
assigns) shall pay and be responsible for the first $500,000.00 of any and all Damages and costs
incurred in connection with or relating to Pre - Existing Hazardous Materials that may be present
in Phase I, including, without limitation, any site assessment and remediation actions pertaining
thereto (the "WCI Cost Amount ") and City's indemnity obligation with respect to Pre - Existing
Hazardous Materials in Phase I shall commence only after WCI has incurred and expended costs
therefor up to said WCI Cost Amount. The WCI Cost Amount shall not, under any
circumstances, include any costs expended by WCI, directly or indirectly, in constructing,
maintaining or operating the Landfill Gas Monitoring and Collection System or performing any
other activities required by CAPCD or the State of Colorado as conditions for issuance of the
Construction or Expansion Permits. The terms of this Section 5.1 shall become effective if, and
only if, either (i) the Closing shall occur hereunder, or (ii) WCI undertakes any excavation or
testing in Phase I pursuant to Section 2.1(a) of this Agreement; and following such Closing, the
terms of this Section 5.1 shall survive any subsequent termination of this Agreement.
5.2 Mutual Releases
(a) Except as provided in Section 5.1 of this Agreement, City hereby releases
and forever discharges WCI and its Affiliates, and their respective successors, assigns, directors,
officers, employees and representatives, of and from any and all City claims, demands, causes of
action, damages or liabilities, losses, costs or expenses of any kind or nature, fixed or contingent,
direct or indirect, whether or not known, suggested or claimed, existing on the date hereof that
arise from or relate in any way to the Zupan Purchase Agreement or the maintenance, ownership
or use of Phase I, Phase II/III or the Additional Lands, or any fees or payments owed or payable
to City in connection therewith, on or prior to the date of closing of the Zupan Sale.
Notwithstanding the foregoing, nothing in this Agreement is intended, nor shall it be construed,
to release ZEI or its officers, directors, employees or agents of any liabilities or responsibility
any of them may have under the Zupan Purchase Agreement, Law or otherwise.
(b) WCI hereby releases and forever discharges City and its successors,
assigns, officers, elected officials, employees and representatives, of and from any and all WCI
claims, demands, causes of action, damages or liabilities, losses, costs or expenses of any kind or
nature, fixed or contingent, direct or indirect, whether or not known, suggested or claimed,
existing on the date hereof or arising hereafter, which relate to the maintenance, ownership,
construction, expansion, operation or use of Phase II or Phase III prior to the Effective Date.
Notwithstanding the foregoing, nothing in this Agreement is intended, nor shall it be construed,
to release ZEI or its officers, directors, employees or agents of any liabilities or responsibility
any of them may have to WCI pursuant to the WCI /ZEI Purchase Agreement or otherwise.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES: DISCLAIMER
6.1 Representations and Warranties of City City hereby represents and warrants to
WCI as follows:
(a) City is a Colorado home rule city organized and existing under and by
virtue of Article XX of the Colorado Constitution. City has all requisite authority to enter into
this Agreement and consummate the transactions contemplated herein. All documents executed
by City which are to be delivered to WCI at the Closing are or at the Closing will be duly
authorized, executed and delivered by City, and are or at the Closing will be legal, valid and
binding obligations of City, and, to the best of City's actual knowledge, do not and at the time of
Closing will not violate any provisions of any agreement to which City is a party or to which it is
subject. No party other than City must execute the Deed and other documents necessary for the
Closing.
(b) There are no known claims, suits or proceedings pending against City
which relate to the City Lands or the use or operation thereof and, to the knowledge of City, no
such claims, suits or proceedings are known to be threatened against City.
(c) All documents required to be delivered by City to WCI pursuant to this
Agreement or in connection with the execution hereof are and at the time of Closing will be true,
complete and correct copies.
(d) At the time of Closing there will be no outstanding contracts made by City
for any improvements to the City Lands which have not been fully paid for and City shall cause
to be discharged all mechanics' or materialmen's liens arising from any labor or materials
fumished to the City Lands prior to the time of Closing. Nothing in this section shall be
construed to require City to discharge mechanics' or materialmen's liens which arise from
WCFs Activities upon the City Lands pursuant to Article II of this Agreement.
(e) There are no leases or occupancy agreements of any kind relating to the
City Lands or any portion thereof, other than the ZEI Purchase Agreement.
(f) To the actual knowledge of City, with respect only to the activities of City
at the City Lands, if any (i) such activities are fully licensed, permitted and authorized under all
applicable Laws, and (ii) such activities have been conducted in compliance in all material
respects with the requirements, criteria, standards and conditions set forth in all applicable Laws,
including, without limitation, approvals, permits, zoning or land use requirements and
restrictions, variances, licenses, rules and regulations; and City is not aware of any
circumstances, conditions or reasons which are likely to be the basis for revocation or suspension
of the City Lands' zoning or special use permits or variances. None of the representations of this
section are intended, nor shall they be construed, to constitute any representations whatsoever
concerning the activities of ZEI upon the City Lands or the effect, if any, of such activities upon
the City Lands.
(g) City disclaims any interest in the Fuelco water well.
All representations and warranties of City set forth above are made as of the
Effective Date. If City acquires actual knowledge of any exceptions or qualifications to any of
such representations and warranties as of the Closing Date, City shall provide WCI with a
written statement regarding the accuracy of such representations and warranties as of such date,
including such exceptions or qualifications thereto as of such date ("City's Closing
Statement "). If any exceptions or qualifications to such representations and warranties set forth
in City's Closing Statement are material, were not known to WCI prior to the Closing Date, and
are not acceptable to WCI in its sole discretion, WCI may terminate this Agreement as its sole
and only remedy; provided, however, that such right to terminate shall be forever waived and
released if WCI elects to close.
6.2. Representations and Warranties of WCI WCI hereby represents and warrants to
City as follows:
(a) WCI is a corporation duly organized and validly existing and in good
standing under the laws of the State of Delaware with authority to do business in Colorado. WCI
has all requisite authority to enter into this Agreement and consummate the transactions
contemplated herein. All documents executed by WCI which are to be delivered to City at the
Closing are or at the Closing will be duly authorized, executed and delivered by WCI, and are or
at the Closing will be legal, valid and binding obligations of WCI, and do not and at the time of
Closing will not violate any provisions of any agreement to which WCI is a party or to which it
is subject.
(b) WCI shall undertake its own independent evaluation of the City Lands, is
aware that a large portion of Phase I consists of a closed, unlined landfill which was operated by
a third party (ZEI), and, subject to City's indemnity obligation under Article V, WCI understands
and knowingly accepts the risks associated with ownership of the Conveyance Property and the
undertaking of the WCI Activities on the City Lands prior to and following the Closing.
All representations and warranties of WCI set forth above are made as of the
Effective Date. In addition, if there have been any exceptions or qualifications to any of the
representations and warranties as of the Closing Date, WCI shall provide City with a written
statement regarding the accuracy of such representations and warranties as of such date,
including such exceptions or qualifications thereto as of such date ( "WCI's Closing
Statement "). If any exceptions or qualifications to such representations and warranties set forth
in WCI's Closing Statement are material, were not known to City prior to the Closing Date, and
are not acceptable to City in its sole discretion, City may terminate this Agreement as its sole and
only remedy; provided, however, that such right to terminate shall be forever waived and
released if City elects to close.
10
6.3. As -Is Use /Conveyance: Disclaimer
(a) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND/
OR IN ANY OF THE DOCUMENTS TO BE EXECUTED AND DELIVERED BY CITY AT
CLOSING, IT IS UNDERSTOOD AND AGREED THAT CITY IS NOT MAKING AND HAS
NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY
KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE
CITY LANDS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR
REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
(b) WCI ACKNOWLEDGES AND AGREES THAT UPON CLOSING
CITY SHALL CONVEY TO WCI AND WCI SHALL ACCEPT THE CONVEYANCE
PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS ", EXCEPT TO THE EXTENT
EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT AND /OR IN ANY OF THE
DOCUMENTS TO BE EXECUTED AND DELIVERED BY CITY AT CLOSING.
ARTICLE VII
DEFAULT
7.1 Default by Parties If either party defaults under any material provision of
this Agreement and such default is not cured for a period of thirty (30) days after receipt of
notice of such default, the non - defaulting party shall be entitled to either (a) enforce specific
performance of the Agreement, or (b) seek its actual damages, costs and expenses attributable to
the other party's default, or seek specific performance and damages. Except as provided in
Section 7.2, in no event shall damages to either party include punitive, incidental or
consequential damages.
7.2 Recoverable Damages In no event shall the provisions of this Article VII
be construed to limit the damages recoverable by either party against the other party under the
other party's express obligation to indemnify such party in accordance with this Agreement.
ARTICLE VIII
MISCELLANEOUS
8.1 Notices All notices, requests, demands and other communications
hereunder shall be in writing, and shall be deemed to have been duly given (except as may
otherwise be specifically provided herein to the contrary) if delivered by hand, by a nationally
recognized overnight delivery service, by facsimile transmission followed by mail, or mailed by
certified or registered mail with postage prepaid:
If to City: City of Pueblo
One City Hall Place
Pueblo, Colorado 81003
Attention: City Manager
11
With a copy to: Thomas E. Jagger, City Attorney
503 N. Main Street, Suite 127
Pueblo, Colorado 81003
If to WCI: Waste Connections of Colorado, Inc.
35 Iron Point Circle, Suite 200
Folsom, California 95630 -8589
Attention: Ronald J. Mittelstaedt
With a copy to: Shartsis Friese LLP
One Maritime Plaza, 18th Floor
San Francisco, California 94111
Attention: Derek H. Wilson, Esq.
or such other address as either party may from time to time specify by notice hereunder to the
other.
8.2 Brokers and Finders Neither party has had any contact or dealings
regarding the Property, or any communication in connection with the subject matter of this
transaction, through any licensed real estate broker or other person who can claim a right to a
commission or finder's fee as a procuring cause of the sale contemplated herein. If any broker or
finder establishes a valid claim for a commission or finder's fee based on any such contact,
dealings or communication, the party through whom the broker or finder makes such claim shall
be responsible for said commission or fee and all costs and expenses, including reasonable
attorneys' fees, incurred by the other party in defending against the same.
8.3 Assignment; Binding Effect WCI shall not transfer this Agreement or
any right or obligation hereunder, including in connection with any transfer or sale, directly or
indirectly, of WCI's capital stock or of Phase II/III or any part thereof, without both the prior
consent of City and the approval of the transfer as a substantial modification to the Certificate of
Designation for Phase II/III in accordance with Law; provided, however, that the foregoing
prohibitions on transfer shall not apply to any transfer by WCI to any of its Affiliates; provided,
further, that in the event of any such transfer, including transfer to an Affiliate, WCI shall not be
released from any of its duties, obligations or liabilities under this Agreement. Subject to the
foregoing limitations, this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective legal representatives, successors, and assigns.
8.4 Amendments This Agreement may be amended or modified by, and only
by, a written instrument executed by City and WCI.
8.5 Governing Law; Venue: Attorney Fees This Agreement will be construed
in accordance with, and governed by, the laws of the State of Colorado. The parties agree that
any action or proceeding commenced under or with respect to this Agreement shall be brought
only in the county or district courts of Pueblo County, Colorado, and the parties irrevocably
consent to the jurisdiction of such courts and waive any right to alter or change venue, including
by removal. The prevailing party in any dispute concerning this Agreement shall be entitled to
recover from the other reasonable attorneys' fees and costs incurred in connection therewith.
12
8.6 Merger of Prior Agreements This Agreement and the Solid Waste
Disposal, Royalty and Operations Agreement contain the entire agreement of the parties and
supersedes all prior negotiations, correspondence, understandings and agreements between the
parties relating to the subject matter hereof. The terms of this Agreement shall survive the
Closing hereunder and shall not merge in or be extinguished by any deed made hereunder.
8.7 Enforceability If any provision of this Agreement shall be declared
invalid, illegal, or unenforceable, the remaining provisions shall be construed and interpreted to
allow for maximum validity, legality, and enforceability. This Agreement is expressly made
subject to the limitations of the Colorado Constitution. Nothing herein shall constitute, nor be
deemed to constitute, the creation of a debt or multi -year fiscal obligation or an obligation of
future appropriations by the City Council of Pueblo, contrary to Article X, §20 of the Colorado
Constitution or any other constitutional, statutory or charter debt limitation. Notwithstanding
any other provision of this Agreement, with respect to any financial obligation of City which
may arise under this Agreement in any fiscal year after 2008, in the event the budget or other
means of appropriations for any such year fails to provide funds in sufficient amounts to
discharge such obligation, such failure shall not constitute a default by or breach of this
Agreement by the City.
8.8 Waiver The waiver of any party hereto of any breach, default,
misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall
not be deemed to extend to any prior or subsequent breach, default, misrepresentation, or breach
of warranty or covenant hereunder and shall not affect in any way any rights arising out of any
such prior or subsequent occurrence.
8.9 Time of the Essence Time is of the essence for this Agreement.
8.10 Interpretation Whenever used herein, the term "including" shall be
deemed to be followed by the words "without limitation." Words used in the singular number
shall include the plural, and vice - versa, and any gender shall be deemed to include each other
gender. The captions and headings of the Articles and Sections of this Agreement are for
convenience of reference only, and shall not be deemed to define or limit the provisions hereof.
13
8.11 CounteMarts This Agreement may be executed in any number of
counterparts which together shall constitute the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
WCI:
WASTE CONNECTIONS OF COLORADO, INC.
an Delaware corporation
By:
Ronald . Mh yllstaedt
Chief Exec* e Offi r
ATTEST: CITY:
PUEBLO, a Municipal Corporation
City k y:
By:
Barbara Vidmar
President of the City Council
APPROVED AS TO FORM:
also
14
Exhibit A -1
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Exhibit A -2
LEGAL DESCRIPTION OF PHASE 1I AND PHASE 1H
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #15- 000 -00 -152)
A PARCEL OF LAND IN THE NE/4 OF THE SW /4 AND IN THE NW /4 OF THE SE/4 OF
SECTION 18, TOWNSHIP 21 SOUTH, RANGE 65 WEST OF THE 6TH P.M, COUNTY OF
PUEBLO, STATE OF COLORADO., AND BEING MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
CONSIDERING THE NORTH LINE OF THE SAID SE /4 OF SECTION 18 TO BEAR NORTH
89 22' 08" WEST AND ALL BEARINGS CONTAINED HEREIN BEING RELATIVE
THERETO;
COMMENCING AT THE CENTER 1 /4 CORNER OF SAID SECTION 18; THENCE SOUTH
89° 22' 08" EAST, ALONG THE NORTH LINE OF THE SAID SEA OF SECTION 18, A
DISTANCE OF 240.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 89
22'08" EAST, CONTINUING ALONG THE SAID NORTH LINE OF THE SE/4, A
DISTANCE OF 671.61 FEET; THENCE SOUTH 29° 23'47" WEST, A DISTANCE OF 737,23
FEET; THENCE SOUTH 18 06'29" EAST, A DISTANCE OF 384.21 FEET; THENCE
SOUTH 76 30' 39" WEST, A DISTANCE OF 733.40 FEET; THENCE NORTH 77° 49' 56"
WEST, A DISTANCE OF 400.23 FEET; THENCE NORTH 42° 32' 19" WEST, A DISTANCE.
OF 250.2I FEET; THENCE NORTH 57 46' 44" WEST, A DISTANCE OF 418.77 FEET;
THENCE NORTH 55° 21' 04" EAST, A DISTANCE OF 178.74 FEET; THENCE NORTH 59°
33'33" EAST, A DISTANCE OF 273.77 FEET; THENCE NORTH 68° 08'39" EAST, A
DISTANCE OF 284.53 FEET; THENCE NORTH 74° 54'03" EAST, A DISTANCE OF 212.88
FEET; THENCE NORTH 47° 07' 16" EAST, A DISTANCE OF 295.96 FEET; THENCE
NORTH 54 32'26" EAST, A DISTANCE OF 157.94 FEET TO THE POINT OF
BEGINNING.
b
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #15- 000 -00 -151)
A PARCEL OF LAND IN THE EAST 600 FEET OF THE SEA OF SECTION 13, TOWNSHIP
21 SOUTH] RANGE 66 WEST OF THE 6TH P.M., COUNTY OF PUEBLO, STATE OF
COLORADO, AND IN THE SW /4 OF SECTION 18, TOWNSHIP 21 SOUTH, RANGE 65
WEST OF THE 6 TH P.M., COUNTY OF PUEBLO, STATE OF COLORADO, AND BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
CONSIDERING THE SOUTH LINE OF THE SAID SWA OF SECTION 18 TO BEAR
NORTH 86 45'34" WEST AND ALL BEARINGS CONTAINED HEREIN BEING
RELATIVE THERETO.
BEGINNING AT THE SOUTHWEST CORNER OF SAID SECTION 18; THENCE NORTH
88° 52'44" WEST, ALONG THE SOUTH LINE OF THE SAID SEA OF SECTION 13, A
DISTANCE OF 600.13 FEET TO THE WEST LINE OF THE EAST 600 FEET OF THE SAID
SE/4; THENCE NORTH 00 04'12" WEST, ALONG SAID WEST LINE, A DISTANCE OF
1162.91 FEET; THENCE NORTH 89 55'48" EAST, A DISTANCE OF 541.06 FEET;
THENCE NORTH 84 45'06" EAST, A DISTANCE OF 265.70 FEET; THENCE NORTH 52°
30' 51" EAST, A DISTANCE OF 150.85 FEET; THENCE WEST 25 11'38" EAST, A
DISTANCE OF 660.57 FEET; THENCE SOUTH 88° 58'43" EAST, A DISTANCE OF 493.86
FEET; THENCE NORTH 85° 12'36" EAST, A DISTANCE OF 77.92 FEET TO A LINE
LYING 40.00 FEET SOUTHWESTERLY OF AND PARALLEL TO THE CENTERLINE OF
AN EXISTING ROAD; THENCE SOUTHERLY, ALONG SAID LINE, THE FOLOWING SIX
(6) COURSES: 1) SOUTH 46'28'22" EAST, A DISTANCE OF 247.96 FEET; 2) ALONG
THE ARC OF A CURVE TO THE RIGHT, WHOSE RADIUS IS 230.00 FEET, A DISTANCE
OF 188.09 FEET; 3) SOUTH. 00'22'58" WEST, A DISTANCE OF 174,74 FEET; 4) SOUTH
06° 36' 08" WEST, A DISTANCE OF 341.24 FEET; 5) SOUTH 09 21' 5S" WEST, A
DISTANCE OF 826.23 FEET; 6) SOUTH 04° 55'20" WEST, A DISTANCE OF 246.45 FEET
TO THE SOUTH LINE OF THE SAID SW /4 OF SECTION 18; THENCE NORTH 88'45'34"
WEST, ALONG SAID SOUTH LINE, A DISTANCE OF 1232.20 FEET TO THE POINT OF
BEGINNING.
9 &lub
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #15. 000 -00 -171)
A PARCEL OF LAND LOCATED IN THE NW /4 OF THE SE/4 AND THE NE/4 OF THE
SEA OF SECTION 18, TOWNSHIP 21 SOUTH, RANGE 65 WEST OF THE 6TH P.M.,
COUNTY OF PUEBLO, STATE OF COLORADO, AND DEPICTED IN LAND
SURVEYBPLAT RECORDED IN BOOK 2816, PAGE 805 OF THE RECORDS OF PUEBLO
COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE EAST/4 CORNER OF SAID SECTION 18 (A 3 -1 /2 INCH
ALUMINUM CAP P.L.S. #25948); THENCE SOUTH 01 ° 14' 00" EAST, ALONG THE EAST
LINE OF SAID SECTION 18, A DISTANCE OF 1339.96 FEET TO THE SOUTHEAST
CORNER OF THE NEA OF THE SEA OF SAID SECTION 18 (A STONE MONUMENT);
THENCE SOUTH 89 41'37" WEST, ALONG THE SOUTH LINE OF THE N/2 OF THE
SEA OF SECTION 18, A DISTANCE OF 1628.86 FEET; THENCE NORTH 26'43'41"
EAST, A DISTANCE OF 1077.09 FEET; THENCE NORTH 19 54'45" EAST, A DISTANCE
OF 399.77 FEET TO THE NORTH LINE OF THE N/2 OF THE SEA OF SAID SECTION 18;
THENCE NORTH 89 23' 10" EAST, ALONG SAID NORTH LINE A DISTANCE OF 979.47
FEET TO THE POINT OF BEGINNING.
Mill
A PARCEL OF LAND LOCATED IN THE NW /4 OF THE SEA AND THE NE 14 OF THE
SEA OF SECTION 18, TOWNSHIP 21 SOUTH, RANGE 65 WEST OF THE 6 P.M.,
COUNTY OF PUEBLO, STATE OF COLORADO, AND DEPICTED IN LAND SURVEY
PLAT RECORDED IN BOOK 2816, PAGE 804 OF THE RECORDS OF PUEBLO COUNTY,
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE NORTH LINE OF THE N/2 OF THE SE /4 OF SECTION
18 FROM WHICH THE CENTER' /4 CORNER OF SAID SECTION 18 (REBAR AND CAP
P.L.S. 6128) BEARS SOUTH 89° 23'10" WEST, A DISTANCE OF 911.61 FEET, SAID
POINT ALSO BEING THE NORTHEAST CORNER OF A TRACT OF LAND DESCRIBED
IN BOOK 2554 AT PAGE 98 OF THE PUEBLO COUNTY CLERIC AND RECORDERS
OFFICE; THENCE NORTH 89° 23' 10" EAST, ALONG SAID NORTH LINE, A DISTANCE
OF 747.87 FEET; THENCE SOUTH 19° 54' 45" WEST, A DISTNCE OF 399.77 FEET;
THENCE SOUTH 26 43'41" WEST, A DISTANCE OF 1077.09 FEET TO A POINT ON
THE SOUTH LINE OF THE N/2 OF THE SEA OF SAID SECTION 18; THENCE SOUTH 89°
41' 37" WEST, ALONG SAID SOUTH LINE, A DISTANCE OF 1010.00 FEET TO THE
SOUTHWEST CORNER OF THE N/2 OF THE SEA OF SAID SECTION 18; THENCE
NORTH Ol ° 14'43" WEST, ALONG THE WEST LINE OF SAID NW /4 OF THE SE /4, A
DISTANCE OF 147.82 FEET TO A POINT ON THE SOUTH BOUNDARY OF A TRACT OF
LAND DESCRIBED IN BOOK 2554 AT PAGE 98 OF THE PUEBLO COUNTY CLERK AND
RECORDERS OFFICE; THENCE CONTINUING ALONG SAID SOUTH BOUNDARY,
NORTH 75° 16'09" EAST, A DISTANCE OF 688.07 FEET; THENCE NORTH 19'21' 11"
WEST, A DISTANCE OF 384.21 FEET; THENCE NORTH 28 EAST, A DISTANCE
OF 737.23 FEET TO THE POINT OF BEGINNING.
Exhibit B
DISPOSAL AND OPERATIONS AGREEMENT
[SEE ATTACHED]
„
N
SOLID WASTE DISPOSAL, ROYALTY Q
AND OPERATIONS AGREEMENT
This Solid Waste Disposal, Royalty and Operations Agreement (this "Agreement "),
dated as of December �f, 2008, is by and between WASTE CONNECTIONS OF COLORADO,
INC., a Delaware corporation, ( "WCI ") and PUEBLO, a Municipal Corporation ( "City ").
WHEREAS, the County of Pueblo adopted Resolutions No 85 -Z -1 on January 18th, 1985
and Resolution No. 88 -Z -85 on December 13, 1988 granting City a Certification of Designation
Solid Waste Disposal Site ( "Certificate of Designation ") for the Pueblo Southside Landfill
located off Beulah Highway No. 78 approximately 7.8 miles from Pueblo City Hall, as more
fully described in Exhibit A -1 attached hereto (the "Landfill "); and
WHEREAS, City adopted Resolution No. 6951 on June 22, 1992 that split the real
property covered by the Landfill into two parcels, one covering Phase I of the Landfill, and the
other covering Phase II and Phase III of the Landfill, and adopted separate Certificates of
Designation for each such parcel, as more specifically described on Exhibit B -1 (which includes
and separately describes the land comprising Phase I of the Landfill ( "Phase I ") and certain
additional lands adjacent or nearby Phase 1, Phase 11 and Phase III (the "Additional Lands ") and
Exhibit B -2 (which describes and separately identifies "Phase II" and "Phase III "); and
WHEREAS, City sold the real property covering Phase II and Phase III to Zupan
Enterprises, Inc. ( "ZEI ") pursuant to that certain Purchase Agreement, dated as of April 22,
1991, between ZEI and City, as amended by Addendum 1 and Addendum 2 thereto (the "Zupan
Purchase Agreement "), in connection with the development and operation of Phase II and
Phase III by ZEI that was intended to service the waste disposal needs of the Pueblo, Colorado
metropolitan area and surrounding region on a non - exclusive basis; and
WHEREAS, ZEI has agreed to sell to WCI, and WCI has agreed to purchase from ZEI,
the real property and improvements covered by Phase 11 and Phase III, including all of ZEI's
rights, title and interests in and to such real property and improvements and the development and
expansion of Phase II and Phase III (the "Zupan Sale "); and
WHEREAS, City and WCI agree that, subject to the terms and conditions of this
Agreement, (a) WCI will allow City to utilize Phase II and/or Phase III for City's solid waste
disposal requirements from and after the Site Reopening Date (as defined below), (b) WCI will
pay to City a royalty on all non -City waste received at Phase II and/or Phase III from and after
the Royalty Effective Date (as defined below), and (c) WCI will perform certain expansion,
construction and operations on and with respect to Phase II and Phase 1I1; and
WHEREAS, City and WCI entered into that certain Agreement for Access, Use,
Maintenance and Conveyance of Real Property, dated as of July 28, 2008 (the "Access and
Conveyance Agreement "), relating to the access, use and conveyance of Phase I and the
Additional Lands, and this Agreement is being entered into pursuant to the Access and
Conveyance Agreement and in satisfaction of a condition to closing of the Zupan Sale;
:,
NOW THEREFORE, in consideration of the foregoing recitals and the mutual
representations, warranties, covenants and agreements contained herein the parties hereby agree
as follows:
1. Definitions. For purposes of this Agreement, the terms defined below shall have
the respective meanings specified and such definitions shall apply'to both singular and plural
forms:
"Affiliate" means, with respect to any entity, any entity that directly or indirectly
through one or more intermediaries controls, is controlled by, or is under common control with
such entity.
"City Generated Sludge" means any and all waste water treatment plant
bio- solids and other sludge, including grits and screenings, generated by City and thereafter
delivered to the Site by City or its independent contractor for disposal, but excludes
Unacceptable Waste.
"City Generated Waste" means any and all Permitted Solid Waste, Street Sweep
Debris, City Generated Sludge and other sludge, including grits and screenings, generated by
City and thereafter delivered for disposal by City or its independent contractor, but excludes
Unacceptable Waste.
"Commencement Date" means the date of this Agreement first set forth above.
"Construction Permit" means the permit(s) WCI obtains from the State of
Colorado and any other applicable governmental entity following the Commencement Date,
which, when issued, shall permit WCI to develop, construct and expand Phase II and thereafter
accept Permitted Solid Waste thereat in accordance with all applicable Laws and governmental
approvals.
"Expansion Permit" means the permit(s) . WCI obtains from the State of
Colorado and any other applicable governmental entity following the Commencement Date,
which, when issued, shall permit WCI to further develop, construct and expand Phase III and
thereafter accept Permitted Solid Waste thereat in accordance with all applicable Laws and
governmental approvals.
"Hazardous Material" means the substances now or hereafter defined as or
included in the definition of "hazardous substances" in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601 et seq., or
included in the definition of "controlled substances" in 21 U.S.C. §802, or "petroleum" as
defined in 42 U.S.C. §6991(8) (or any successor or similar statute thereto), including crude oil or
any fraction of crude oil. The term "Hazardous Material' also includes "hazardous waste" as
defined in 42 U.S.C. §6903(5) or under the laws of the State of Colorado, as amended from time
to time or as included in any successor or similar statute thereto.
"Landfill Tip Fees" are the fees applicable to the disposal of Permitted Solid
Waste of City at the Site as set forth in Section 2.3.
Page 2 of 16
"Law" means any federal, state, county, municipal or other law, regulation,
ordinance, constitutional provision, permit, certificate of designation, order, consent judgment,
ruling, decree or applicable requirement.
"Life of the Site" means the period during which the Site is permitted by
applicable Law to accept and process Permitted Solid Waste.
"Permitted Solid Waste" means all municipal solid waste, construction and
demolition waste, inert waste and Special Waste, but excludes Unacceptable Waste.
"Royalty Effective Date" means the second anniversary of the Site Reopening
Date
"Site Reopening Date" means the date WCI first accepts and processes or
disposes of any Permitted Solid Waste at the Site in accordance with all applicable Laws
(including either the Construction Permit or the Expansion Permit).
"Site" means Phase II and /or Phase III, as applicable, and any future expansion
thereof by WCI.
"Special Waste" means any waste material, excluding Unacceptable Waste, that
due to its chemical composition, physical characteristics or nature requires special handling or
special processing at the Site. Special Waste includes, without limitation, asbestos, ash, liquid
wastes, sludge, infectious waste, biohazard waste, electronic waste, petroleum contaminated
soils, and Hazardous Material spill clean up wastes, whether or not defined or regulated by the
Colorado Department of Public Health and Environment, but does not include City Generated
Sludge.
"Street Sweep Debris" means material and debris collected from the sweeping of
City streets by either City or any independent contractor hired by City.
"Surcharges" means all taxes, surcharges, fees levied by state, local or federal
governments on the delivery of Permitted Solid Waste.
"Unacceptable Waste" means any Hazardous Waste or any other waste that the
Site is not permitted by Law to accept.
2. City Waste Delivery and Services. From and after the Site Reopening Date, and
for the Life of the Site, City may deliver, and WCI shall accept, for disposal at the Site unlimited
quantities of City Generated Waste, subject to the following terms and conditions:
2.1 Vehicle Unloading. City shall deliver its City Generated Waste to the
Site in self - unloading vehicles and shall only discharge the waste loads at the location within the
Site specified by WCI. WCI may charge an additional fee for any City Generated Waste
delivered to the Site in non -self unloading vehicles based on the incremental difference between
its standard applicable gate rate for such vehicles and its standard applicable gate rate for self -
unloading vehicles.
Page 3 of 16
2.2 Waste Measurement. All City Generated Waste shall be measured in
tons. Tonnage will be calculated based on the weight tickets generated when the City Generated
Waste is delivered to the Site (comparing the weight of the vehicle before and after such waste is
emptied).
(a) To the extent that a weighing scale is not operational or weight
tickets are not available at the time of delivery to the Site, the determination will be based on
(i) 700 pounds per cubic yard of the delivering vehicle's waste collection capacity for rear -load
or side -load vehicles; (ii) 315 pounds per cubic yard of the delivering vehicle's waste collection
capacity for transfer trailers; (iii) 330 pounds per cubic yard of the delivering vehicle's waste
collection capacity for roll -off vehicles; or (iv) 550 pounds per cubic yard of the delivering
vehicle's waste collection capacity for front -load vehicles.
(b) In the event WCI is required by Law to accept Permitted Solid
Waste at the Site based on yardage instead of tonnage, the parties agree to revise the disposal
fees to represent equivalent truck yard prices. The formula for determining such revision shall
be based on City's records for the prior 12 months of average weight per yard for each type of
truck (e.g., rear load, front load, automated, residential, roll -off, transfer trailers) utilized in
City's operations.
2.3 Landfill Tip Fees. City shall be responsible for Landfill Tip Fees solely
as follows
(a) City may deliver an unlimited amount of its Street Sweep Debris to
the Site, free of charge,, provided that City shall pay to WCI any applicable Surcharge. WCI
shall use commercially reasonable efforts to obtain approval from the State of Colorado to use
Street Sweep Debris as alternative daily cover. Notwithstanding the foregoing, in the event that
WCI reasonably determines that, despite WCI's efforts, any such Street Sweep Debris is not
approved by the State of Colorado for use by WCI at the Site as alternative daily cover, City
shall be charged for such Street Sweep Debris at the lowest rate WCI charges at the Site to its
third party customers for similar, types and quantities of solid waste, plus any applicable
Surcharge.
(b) City may deliver up to 3,500 tons per calendar year of City
Generated Sludge to the Site, free of charge, provided that City shall pay to WCI any applicable
Surcharge. Any City Generated Sludge delivered to the Site in excess of the foregoing amount
shall be charged at the lowest rate WCI charges at the Site to its third party customers for similar
types and quantities of solid waste, plus any applicable Surcharge.
(c) Landfill Tip Fees for any Special Waste generated by City and
delivered to the Site by City or its independent contractor shall be determined on a case -by -case
basis and shall take into account any special permitting, handling or processing costs but in each
case City's disposal fee at the Site shall be at the lowest rate WCI charges at the Site to its third
party customers for similar types and quantities of Special Waste, plus any applicable Surcharge.
(d) For all other City Generated Waste- not specifically identified
under this Section 2.3, City may deliver up to 100 tons per calendar month, and up to 1,200 tons
Page 4 of 16
per calendar year, thereof to the Site, free of charge, provided that City shall pay to WCI any
applicable Surcharge. Any City Generated Waste delivered to the Site in excess of the foregoing
tonnage amounts shall be charged at the lowest rate WCI charges at the Site to its third party
customers for similar types and quantities of solid waste, plus any applicable Surcharge.
(e) From and after the Effective Date until the Site Reopening Date,
City may dispose of unlimited quantities of City Generated Waste at Fountain Landfill, located
in the City of Fountain, County of El Paso, Colorado, at the lowest rate WCI or its Affiliate
charges to its third party customers for similar types and quantities of solid waste disposed of
thereat, or $10 per ton, whichever is less, plus in either case any applicable Surcharge.
(f) In the event City now or hereafter exempts itself from any portion
of the Surcharge which is imposed by City upon the delivery or disposal of Permitted Solid
Waste, WCI shall not charge City for that portion of the Surcharge.
2.4 No Delivery of Unacceptable Waste. City shall not knowingly, directly
or indirectly, deliver any Unacceptable Waste to the Site, and WCI shall not be obligated to
accept any Unacceptable Waste.
2.5 Hours of Operation.
(a) WCI shall maintain, at a minimum, open hours at the Site from
8:00 a.m. to 4:00 p.m. Monday through Friday, and from 8:00 a.m. to 1:00 p.m. on Saturdays.
The Site may be closed (but shall not be required to be closed) on Sundays and legal holidays
recognized by the State of Colorado. If the Site's permit conditions specify different hours of
operation, the permit requirements shall supersede this Section in which event WCI shall notify
City thereof.
(b) City shall be allowed to utilize the Site at any time when the Site is
open for disposal services for Permitted Solid Waste collected by WCI or its Affiliates or is open
for disposal services to other disposal customers on a commercial basis.
2.6 Costs. WCI shall pay for all costs incurred in the construction, expansion,
operation and management of the Site in order to accept, receive and dispose of City Generated
Waste. Such costs shall include, without limitation, labor, materials, utilities, maintenance
services, equipment replacement, insurance, taxes, rents, lease payments, daily cover,
reconfiguration monitoring and maintenance, and performance bonds. City's sole payment
obligation with respect to the disposal of City Generated Waste will be to pay to WCI the
applicable Landfill Tip Fees set forth in Section 2.3.
2.7 Invoices and Statements; Payment Terms. WCI shall prepare and send
to City a monthly invoice and accompanying statement for all the City Generated Waste disposal
charges incurred by City hereunder for the previous month. Payment by City is due in full by the
20th day following date of receipt of invoice. If payment in full is not received by the 30th day
following the date of receipt of invoice, City shall pay interest on the unpaid balance due at the
rate of eight percent (8 %) annually or the maximum rate permitted by applicable law, whichever
is less.
Page 5 of 16
2.8 Right to Accept Waste from Third Parties. Notwithstanding any
provision hereof to the contrary, City acknowledges and agrees that, except as otherwise
expressly set forth in this Agreement, WCI has the right and shall retain such right throughout
the term of this Agreement to operate the Landfill and accept any and all Permitted Solid Waste
thereat as WCI deems appropriate and in its sole discretion, including providing disposal and
processing services at the Site to customers other then City.
3. Construction, Expansion, Operation and Maintenance of the Landfill.
3.1 Performance and Compliance. WCI shall perform its obligations
hereunder, including any construction of Phase II in accordance with currently existing permit
grades, expansion of Phase III and operation and maintenance of the Site, in a diligent manner
and in material compliance with all applicable Laws and related permit requirements. WCI shall
notify City in writing, as soon as practicable, of any inability to obtain any permit or any
proposed or actual changes in or modifications to any permit that would materially and adversely
affect WCI's obligations under this Agreement. Without limiting the generality of the foregoing,
WCI will:
(a) seek to resolve the compliance issues related to the Site, including
the overfill of Phase III, and to develop Phase II in accordance with applicable Law;
(b) at its cost, design, install, operate and maintain an active landfill
gas system on Phase I, Phase II and Phase III (and any future expansions) to the extent required
by the Colorado Department of Public Health and Environment, and in compliance with all
terms, conditions and requirements of the Access and Conveyance Agreement;
(c) use commercially reasonable efforts to obtain the Expansion
Permit; and
(d) engage personnel sufficient to construct, expand operate, maintain,
and manage the Site in accordance with this Agreement, which shall include, without limitation,
weighing of trucks; monitoring loads; operating and maintaining all equipment, machinery,
buildings, providing reasonable security, and disposing of Permitted Solid Waste.
3.2 Clean -Up Days. WCI shall allow residents of City to dispose of
residential Permitted Solid Waste at the Site two weekends per year (one weekend in May and
the other in October) (a) free of charge for cars and pick -ups, provided such residents shall pay to
WCI any applicable Surcharge, and (b) at a discounted rate of 40% of the posted gate rate for
tow trailers, plus any applicable Surcharge; provided, however, that such residents must pay any
applicable fees of the State of Colorado, County of Pueblo or any other governmental entity; and
provided, further, that commercial vehicles and enterprises are excluded from the foregoing free
or discounted disposal rates.
3.3 Public Landfill. From and after the Site Reopening Date, the Site shall be
open to public use on a commercial basis during the Life of the Site to the extent permitted by
applicable Law.
Page 6 of 16
3.4 Assistance by City. City shall cooperate with WCI in its efforts to obtain
the Expansion Permit and the Construction Permit; provided, however, that such cooperation
shall not be deemed to require City to incur any financial cost or expense. Nothing in this
section shall be construed to limit or restrict City's authority under applicable law, as governing
body having jurisdiction, with respect to applications for a Certificate of Designation or any
modification to a Certificate of Designation in accordance with applicable law, including without
limitation §30 -20 -104, C.R.S. and §30 -20 -107, C.R.S., or any successor similar law hereafter
enacted.
4. Royalties to City. From and after the Royalty Effective Date through the Life of
the Site (the "Royalty Period "), WCI shall pay to City a royalty in the initial amount of $0.5000
per ton of Permitted Solid Waste delivered to the Site (the "Royalty Rate "), excluding any City
Generated Waste delivered to the Site or Permitted Solid Waste delivered by residents of City
pursuant to Section 3.2. On the 5th anniversary of the Royalty Effective Date, and every 5 years
thereafter, the Royalty Rate shall be increased by 10% of the amount of the previously applicable
Royalty Rate, and such increased Royalty Rate shall apply for the succeeding 5 -year period until
the next adjustment. In each case, the Royalty Rate shall be rounded to the nearest one -
hundredth of one cent per ton. WCI shall pay such Royalty to City quarterly within 30 days after
each completed calendar quarter during the Royalty Period. WCI shall accompany each
quarterly payment with a statement setting forth the tonnage of applicable Permitted Solid Waste
delivered to the Site during the applicable calendar quarter. City shall have the right, during
normal business hours and on reasonable prior written notice, not more than once per calendar
year, to inspect and audit WCI's records and books related to Permitted Solid Waste delivered to
the Site and WCI's calculation of the Royalties due to City under this Section.
5. Exclusivity. In consideration of the obligations and payments to be performed
and paid by WCI hereunder and the expenditures required to be undertaken by WCI in
connection herewith, for the period of 15 years from the Site Reopening Date, City hereby agrees
it shall not own, operate or manage any approved site or facility for the disposal of Permitted
Solid Waste; provided, however, that nothing contained herein shall be deemed to limit or
restrict City's right to own, operate or manage a site or facility for the disposal of any City
Generated Waste, nor its right to grant rights or a Certificate of Designation to a third party to
own, operate or manage any site, landfill or other facility that accepts or disposes of Permitted
Solid Waste.
6. Indemnity.
6.1 Indemnification. To the extent permitted by applicable Law, each party
(the "Indemnifying Party ") shall indemnify, defend and hold harmless the other party, and its
officers, directors, employees and Affiliates (each, an "Indemnified Party "), from and against
any and all Damages incurred or suffered by any Indemnified Party in connection with a third
party claim or allegation arising out of or resulting from the breach by the other party of any
representation, warranty, covenant or obligation hereunder, of or by the Indemnifying Party;
provided, however, that nothing in this section is intended, nor should it be construed, to create
or extend any rights, claims or benefits or assume any liability for or on behalf of any third party,
or to waive any immunities or limitations otherwise conferred under or by virtue of federal or
Page 7 of 16
state law, including but not limited to the Colorado Governental Immunity Act, C.R.S. §24 -10-
101, et seq.
6.2 Indemnification Procedure. If there is asserted any claim or allegation
that in the judgment of an Indemnified Party may give rise to any Damages, or if an Indemnified
Party determines the existence of a potential claim or allegation whether or not the same shall
have been asserted, such Indemnified Party shall notify the Indemnifying Party within 30
business days of receipt or determination of such actual or potential claim or allegation;
provided, however, that failure of the Indemnified Party to provide such timely notice to the
Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except
to the extent the Indemnifying Party is actually prejudiced by such failure.
6.3 Definition of Damages. The term "Damages" as used in this Section 6
means all demands, claims, actions or causes of action, assessments, losses, damages, costs and
expenses (including reasonable attorneys' fees and expenses), liabilities, judgments, awards,
fines, sanctions, penalties, charges, and amounts agreed by the Indemnifying Party to be paid in
settlement, including, without limitation, costs, fees and expenses of investigating and/or
defending any third party claim or allegation. The Indemnifying Party shall have the right to
assume the sole defense of any claim or allegation as to which the Indemnified Party is to be
indemnified hereunder.
7. Term. This Agreement shall commence as of the Commencement Date and
continue through the Life of the Site.
8. Notices. All notices, requests, demands and other communications hereunder
shall be in writing, and shall be deemed to have been duly given (except as may otherwise be
specifically provided herein to the contrary) if delivered by hand, by an overnight delivery
service or by first class, certified or registered U.S. mail, with postage prepaid, as follows (or to
such other address as either party may hereafter designate in writing to the other party):
if to WCI:
Waste Connections of Colorado, Inc.
35 Iron Point Circle, Suite 200
Folsom, CA 95630 -8589
Attn.: Ronald J. Mittelstaedt
if to City:
City of Pueblo
City Hall Place
Pueblo, CO 81003
Attn.: City Manager
Page 8 of 16
with a copy to:
Thomas E. Jagger
Pueblo City Attorney
503 N. Main Street, Suite 127
Pueblo, CO 81003
9. Assignment; Binding Effect. WCI shall not transfer this Agreement or any right
or obligation hereunder, including in connection with any transfer or sale, directly or indirectly,
of WCI's capital stock or of the Site or any part thereof, without both the prior consent of City
and the approval of the transfer as a substantial modification to the Certificate of Designation for
the Site in accordance with Law; provided, however, that the foregoing prohibitions on transfer
shall not apply to any transfer by WCI to any of its Affiliates; provided, further, that in the event
of any such transfer, including transfer to an Affiliate, WCI shall not be released from any of its
duties, obligations or liabilities under this Agreement. Subject to the foregoing limitations, this
Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective legal representatives, successors, and assigns.
10. Governing Law; Venue; Attorney Fees. This Agreement will be construed in
accordance with, and governed by, the laws of the State of Colorado. The parties agree that any
action or proceeding commenced under or with respect to this Agreement shall be brought only
in a court of competent jurisdiction located in Pueblo County, Colorado, and the parties
irrevocably consent to the jurisdiction of such courts and waive any right to alter or change
venue, including by removal: The prevailing party in any dispute concerning this Agreement
shall be entitled to recover from the other reasonable attorneys' fees and costs incurred in
connection therewith.
11. Entire Agreement. This Agreement and the Access and Conveyance Agreement
constitutes the entire agreement between the parties hereto with respect to the subject matter
hereof. Without limiting the generality of the foregoing, the parties acknowledge and agree that,
as of the Commencement Date, as between City and WCI, this Agreement replaces and
supersedes the Zupan Purchase Agreement in its entirety as it pertains to the operation and use of
Phase Il and Phase III, and the Zupan Purchase Agreement shall have no force or effect on WCI
or its Affiliates of whatsoever nature or kind. Notwithstanding the foregoing, nothing in this
Agreement is intended, nor shall it be construed, to release ZEI or its officers, directors,
employees or agents from any liabilities or responsibility any of them may have under the Zupan
Purchase Agreement or under Law. No modification, amendment, or waiver of any provision
hereof shall be binding upon any party hereto unless it is in writing and executed by all the
parties hereto, or, in the case of a waiver, by the party waiving compliance.
12. Enforceability. If any provision of this Agreement shall be declared invalid,
illegal, or unenforceable, the remaining provisions shall be construed and interpreted to allow for
maximum validity, legality, and enforceability.
13. Waiver. The waiver of any party hereto of any breach, default,
misrepresentation, or breach of warranty or covenant hereunder; whether intentional or not, shall
not be deemed to extend to any prior or subsequent breach, default, misrepresentation, or breach
Page 9 of 16
of warranty or covenant hereunder and shall not affect in any way any rights arising out of any
such prior or subsequent occurrence.
14. Section Headings. The section headings contained herein are for reference
purposes only, and shall not in any way affect the meaning or interpretation of this Agreement.
15. Counterparts. This, Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which together shall constitute one and the
same instrument.
16. Authority of Signers. Each person signing this Agreement on behalf of a party
hereto represents and warrants that he or she has the requisite power and authority to enter into,
execute and deliver this Agreement on behalf of such party and that this Agreement is a valid
and legally binding obligation of such party enforceable against it in accordance with its terms.
[Signatures appear on the following page.]
Page 10 of 16
IN WITNESS WHEREOF, the parties have executed this Solid Waste Disposal,
Royalty and Operations Agreement as of the date first above written with the intention of being
legally bound hereby.
WASTE CONNECTIONS OF COLORADO, INC.
By:
Nan
Tith
ATTEST: PUEBLO, COLORADO,
A MUNICIPAL CORPORATION
City Clerk
Bv:
Name: Barbara Vidmar
APPROVED AS To FORM: Title: President of the City Council
City Attorney
Page 11 of 16
IN WITNESS WHEREOF, the parties have executed this Solid Waste Disposal,
Royalty and Operations Agreement as of the date first above written with the intention of being
legally bound hereby.
A TTEST ` -
- `: -
City rk
APPROVED AS TO FORM:
=
� 'Sy
WASTE CONNECTIONS OF COLORADO, INC.
By:
Name:
Title:
Ronald J. Mittelstaedt
Chief Executive Officer
PUEBLO, COLORADO,
A MUNICIPAL CORPORATION
B
Name: Barbara Vidmar
Title: President of the City Council
Page 11 of 16
r"
EXHIBIT A
LEGAL DESCRIPTION OF THE SOUTHSIDE LANDFILL
PARCEL "A"
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #15- 000 -00 -152)
A PARCEL OF LAND IN THE NE/4 OF THE SW /4 AND IN THE NW /4 OF THE SE /4 OF SECTION 18,
TOWNSHIP 21 SOUTH, RANGE 65 WEST OF THE 6"' P.M, COUNTY OF PUEBLO, STATE OF
COLORADO, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
CONSIDERING THE NORTH LINE OF THE S
5119WOOM 507407.10
AID SEA OF SECTION 18 TO BEAR NORTH 89 22'08" WEST AND ALL BEARINGS CONTAINED
HEREIN BEING RELATIVE THERETO.
COMMENCING AT THE CENTER 1 / 4 CORNER OF SAID SECTION 18; THENCE SOUTH 89'22'08" EAST,
ALONG THE NORTH LINE OF THE SAID SE /4 OF SECTION 18, A DISTANCE OF 240.00 FEET TO THE
TRUE POINT OF BEGINNING; THENCE SOUTH 89 22'08" EAST, CONTINUING ALONG THE SAID
NORTH LINE OF THE SEA, A DISTANCE OF 671.61 FEET; THENCE SOUTH 29 23'47" WEST, A
DISTANCE OF 737.23 FEET; THENCE SOUTH 18 06'29" EAST, A DISTANCE OF 384.21 FEET; THENCE
SOUTH 76 30'39" WEST, A DISTANCE OF 73340 FEET; THENCE NORTH 77 49'56" WEST, A
DISTANCE OF 400.23 FEET; THENCE NORTH 42° 32' 19" WEST, A DISTANCE OF 250.21 FEET; THENCE
NORTH 57 46'44" WEST, A DISTANCE OF 418.77 FEET; THENCE NORTH 55 21'04" EAST, A
DISTANCE OF 178.74 FEET; THENCE NORTH 59° 33'33" EAST, A DISTANCE OF 273.77 FEET; THENCE
NORTH 68 08'39" EAST, A DISTANCE OF 284.53 FEET; THENCE NORTH 74° 54' 03" EAST, A
DISTANCE OF 212.88 FEET; THENCE NORTH 47° 07' 16" EAST, A DISTANCE OF 295.96 FEET; THENCE
NORTH 54 32'26" EAST, A DISTANCE OF 157.94 FEET TO THE POINT OF BEGINNING.
AND
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #15- 000 - 00.151)
A PARCEL OF LAND IN THE EAST 600 FEET OF THE SE /4 OF SECTION 13, TOWNSHIP 21 SOUTH,
RANGE 66 WEST OF THE 6' P.M., COUNTY OF PUEBLO, STATE OF COLORADO, AND IN THE SWA OF
SECTION 18, TOWNSHIP 21 SOUTH, RANGE 65 WEST OF THE 0 P.M., COUNTY OF PUEBLO, STATE
OF COLORADO, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
CONSIDERING THE SOUTH LINE OF THE SAID SW /4 OF SECTION 18 TO BEAR NORTH 86 45
WEST AND ALL BEARINGS CONTAINED HEREIN BEING RELATIVE THERETO.
BEGINNING AT THE SOUTHWEST CORNER OF SAID SECTION 18; THENCE NORTH 88'52'44" WEST,
ALONG THE SOUTH LINE OF THE SAID SE /4 OF SECTION 13, A DISTANCE OF 600.13 FEET TO THE
WEST LINE OF THE EAST 600 FEET OF THE SAID SE /4; THENCE NORTH 00° 04' 12" WEST, ALONG
SAID WEST LINE, A DISTANCE OF 1162.91 FEET; THENCE NORTH 89° 55'48" EAST, A DISTANCE OF
541.06 FEET; THENCE NORTH 84 45'06" EAST, A DISTANCE OF 265.70 FEET; THENCE NORTH 52 30'
51" EAST, A DISTANCE OF 150.85 FEET; THENCE WEST 25 11'38" EAST, A DISTANCE OF 660.57 FEET;
THENCE SOUTH 88 58'43" EAST, A DISTANCE OF 493.86 FEET; THENCE NORTH 85° 12' 36" EAST, A
DISTANCE OF 77.92 FEET TO LINE LYING 40,00 FEET SOUTHWESTERLY OF AND PARALLEL TO
THE CENTERLINE OF AN EXISTING ROAD; THENCE SOUTHERLY, ALONG SAID LINE, THE
FOLLOWING SIX (6) COURSES: 1) SOUTH 46° 28'22" EAST, A DISTANCE OF 247.96 FEET; 2) ALONG
THE ARC OF A CURVE TO THE RIGHT, WHOSE RADIUS IS 230.00 FEET, A DISTANCE OF 188.09 FEET;
3) SOUTH 00 WEST, A DISTANCE OF 174.74 FEET; 4) SOUTH 06° 36'08" WEST, A DISTANCE OF
341.24 FEET; 5) SOUTH 09° 21' 58" WEST, A DISTANCE OF 826.23 FEET; 6) SOUTH 04 55' 20" WEST, A
DISTANCE OF 246.45 FEET TO THE SOUTH LINE OF THE SAID SW /4 OF SECTION 18; THENCE NORTH
88° 45'34" WEST, ALONG SAID SOUTH LINE, A DISTANCE OF 1232.20 FEET TO THE POINT OF
BEGINNING.
AND
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #15- 000 -00 -171)
A PARCEL OF LAND LOCATED IN THE NWA OF THE SEA AND THE NEA OF THE SE /4 OF SECTION 18,
TOWNSHIP 21 SOUTH, RANGE 65 WEST OF THE 6 P.M., COUNTY OF PUEBLO, STATE OF
COLORADO, AND DEPICTED IN LAND SURVEY PLAT RECORDED IN BOOK 2816, PAGE 805 OF THE
RECORDS OF PUEBLO COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE EAST 1 /4 CORNER OF SAID SECTION 18 (A 3 -1/2 INCH ALUMINUM CAP P.L.S.
#25948); THENCE SOUTH 01 14'00" EAST, ALONG THE EAST LINE OF SAID SECTION 18, A DISTANCE
OF 1339.96 FEET TO THE SOUTHEAST CORNER OF THE NEA OF THE SEA OF SAID SECTION 18 (A
STONE MONUMENT); THENCE SOUTH 89'41'37" WEST, ALONG THE SOUTH LINE OF THE N/2 OF
THE SE/4 OF SECTION 18, A DISTANCE OF 1628.86 FEET; THENCE NORTH 26'43'41" EAST, A
DISTANCE OF 1077.09 FEET; THENCE NORTH 19° 54'45" EAST, A DISTANCE OF 399,77 FEET TO THE
NORTH LINE OF THE N/2 OF THE SEA OF SAID SECTION 18; THENCE NORTH 89° 23' 10" EAST,
ALONG SAID NORTH LINE A DISTANCE OF 979.47 FEET TO THE POINT OF BEGINNING,
EMM
A PARCEL OF LAND LOCATED IN THE NW /4 OF THE SE /4 AND THE NEA OF THE SE /4 OF SECTION 18,
TOWNSHIP 21 SOUTH, RANGE 65 WEST OF THE 6 P.M., COUNTY OF PUEBLO, STATE OF
COLORADO, AND DEPICTED IN LAND SURVEY PLAT RECORDED IN BOOK 2816, PAGE 804 OF THE
RECORDS OF PUEBLO COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE NORTH LINE OF THE N/2 OF THE SEA OF SECTION 18 FROM WHICH
THE CENTER'' /4 CORNER OF SAID SECTION 18 (REBAR AND CAP P.L.S. 6128) BEARS SOUTH 89° 23'
10" WEST, A DISTANCE OF 911.61 FEET, SAID POINT ALSO BEING THE NORTHEAST CORNER OF A
TRACT OF LAND DESCRIBED IN BOOK 2554 AT PAGE 98 OF THE PUEBLO COUNTY CLERK AND
RECORDERS OFFICE; THENCE NORTH 89° 23' 10" EAST, ALONG SAID NORTH LINE, A DISTANCE OF
747.87 FEET; THENCE SOUTH 19° 54'45" WEST, A DISTANCE OF 399.77 FEET; THENCE SOUTH 26'43'
41" WEST, A DISTANCE OF 1077.09 FEET TO A POINT ON THE SOUTH LINE OF THE N/2 OF THE SE/4
OF SAID SECTION 18; THENCE SOUTH 89'41'37" WEST, ALONG SAID SOUTH LINE, A DISTANCE OF
1010.00 FEET TO THE SOUTHWEST CORNER OF THE N/2 OF THE SE/4 OF SAID SECTION 18; THENCE
NORTH 01 14'43" WEST, ALONG THE WEST LINE OF SAID NW /4 OF THE SE /4, A DISTANCE OF 147.82
FEET TO A POINT ON THE SOUTH BOUNDARY OF A TRACT OF LAND DESCRIBED IN BOOK 2554 AT
PAGE 98 OF THE PUEBLO COUNTY CLERK AND RECORDERS OFFICE; THENCE CONTINUING ALONG
SAID SOUTH BOUNDARY, NORTH 75° 16'09" EAST, A DISTANCE OF 688.07 FEET; THENCE NORTH
19 2P 11" WEST, A DISTANCE OF 384.21 FEET; THENCE NORTH 28° 09' 05" EAST, A DISTANCE OF
737.23 FEET TO THE POINT OF BEGINNING.
PARCEL`B"
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #15- 000 -00 -148)
The S/2 NW /4 of Section 18, Township 21 South, Range 65 West of the 6" P.M., County of Pueblo, State of
Colorado; LESS portion conveyed to Zupan Book 2554 Page 98.
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #15- 000 -00 -168)
The N/2 NW /4 of Section 18, Township 21 South, Range 65 West of the 6" P.M., County of Pueblo, State of
Colorado.
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #15- 000 -00 -169)
The South 990 feet of the West 660 feet of the NWA of the NE /4 of Section 18, Township 21 South, Range 65 West
of the 6 t° P.M., County of Pueblo, State of Colorado;
And
The West 660 feet of the SWA of the NEA of Section 18, Township 21 South, Range 65 West of the 6'" P.M.,
County of Pueblo, State of Colorado.
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #15- 000 -00 -170)
The N/2 SW /4 of Section 18, Township 21 South, Range 65 West of the 6" P.M., County of Pueblo, State of
Colorado; LESS portion conveyed to Zupan Book 2554 Page 98.
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #15- 000 -00 -150)
The S/2 SWA of Section 18, Township 21 South, Range 65 West of the 6" P.M., County of Pueblo, State of
Colorado; LESS portion conveyed to Zupan Book 2554 Page 98.
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #16- 000 -00 -224)
Parcel A
The East 600 feet of the SE/4 of Section 13, Township 21 South, Range 66 West of the 6"' P.M., County of Pueblo,
State of Colorado; SUBJECT to the right in Respondents C.J. Burress, Jr„ Clam A. Burress and R.G. Gibson of
ingress and egress over the road across the property as same presently exists or may be subsequently relocated
(Book 2278 Page 155)
Parcel B
The South 335 feet of the East 600 feet of the NEA of Section 13, Township 21 South, Range 66 West of the 6"
P.M., County of Pueblo, State of Colorado.
LESS any portion conveyed to Zupan Book 2554 Page 98)
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #16- 000 -00 -180)
The E/2 of the NE/4 of Section 13, Township 21 South, Range 66 West of the 6" P.M., County of Pueblo, State of
Colorado; LESS the South 335 feet of the East 600 feet of the NEA of said Section 13.
EXHIBIT B-1
LEGAL DESCRIPTION OF PHASE I AND
ADDITIONAL LANDS
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #15- 000 -00 -148)
The S/2 NWA of Section 18, Township 21 South, Range 65 West of the 6 P.M., County of Pueblo, State of
Colorado; LESS portion conveyed to Zupan Book 2554 Page 98.
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #15- 000 -00 -168)
The N/2 NW /4 of Section 18, Township 21 South, Range 65 West of the 6" P.M., County of Pueblo, State of
Colorado.
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #15- 000 -00 -169)
The South 990 feet of the West 660 feet of the NW /4 of the NE /4 of Section 18, Township 21 South, Range 65 West
of the 6'" P.M., County of Pueblo, State of Colorado;
And
The West 660 feet of the SW/4 of the NEA of Section 18, Township 21 South, Range 65 West of the 6" P.M.,
County of Pueblo, State of Colorado.
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #15- 000 -00 -170)
The N/2 SW /4 of Section 18, Township 21 South, Range 65 West of the 6" P.M., County of Pueblo, State of
Colorado; LESS portion conveyed to Zupan Book 2554 Page 98.
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #15- 000 -00 -150)
The S/2 SW /4 of Section 18, Township 21 South, Range 65 West of the 6" P.M., County of Pueblo, State of
Colorado; LESS portion conveyed to Zupan Book 2554 Page 98.
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #16- 000 -00 -224)
Parcel A
The East 600 feet of the SEA of Section 13, Township 21 South, Range 66 West of the 6" P.M., County of Pueblo,
State of Colorado; SUBJECT to the right in Respondents C.J. Burress, Jr., Clara A. Burress and R.G. Gibson of
ingress and egress over the road across the property as same presently exists or may be subsequently relocated
(Book 2278 Page 155)
Parcel B
The South 335 feet of the East 600 feet of the NE /4 of Section 13, Township 21 South, Range 66 West of the 6"
P.M., County of Pueblo, State of Colorado.
LESS any portion conveyed to Zupan Book 2554 Page 98)
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR 916-000-00-180)
r
The E/2 of the NEI4 of Section 13, Township 21 South, Range 66 West of the 0 P.M., County of Pueblo, State of
Colorado; LESS the South 335 feet of the East 600 feet of the NE /4 of said Section 13.
Y
EXHIBIT B -2
LEGAL DESCRIPTION OF PHASE II AND PHASE III
PARCEL "A"
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #15- 000 -00 -152)
A PARCEL OF LAND IN THE NE/4 OF THE SW /4 AND IN THE NW /4 OF THE SE /4 OF SECTION 18,
TOWNSHIP 21 SOUTH, RANGE 65 WEST OF THE 6 TH P.M, COUNTY OF PUEBLO, STATE OF
COLORADO, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
CONSIDERING THE NORTH LINE OF THE SAID SEA OF SECTION 18 TO BEAR NORTH 89 22'08"
WEST AND ALL BEARINGS CONTAINED HEREIN BEING RELATIVE THERETO.
COMMENCING AT THE CENTER 1 /4 CORNER OF SAID SECTION 18; THENCE SOUTH 89'22'08" EAST,
ALONG THE NORTH LINE OF THE SAID SE/4 OF SECTION 18, A DISTANCE OF 240.00 FEET TO THE
TRUE POINT OF BEGINNING; THENCE SOUTH 89'22'08" EAST, CONTINUING ALONG THE SAID
NORTH LINE OF THE SEA, A DISTANCE OF 671.61 FEET; THENCE SOUTH 29'23'47" WEST, A
DISTANCE OF 737.23 FEET; THENCE SOUTH 1 S° 06' 29" EAST, A DISTANCE OF 384.21 FEET; THENCE
SOUTH 76 30'39" WEST, A DISTANCE OF 733.40 FEET; THENCE NORTH 77'49'56" WEST, A
DISTANCE OF 400.23 FEET; THENCE NORTH 42 32' 19" WEST, A DISTANCE OF 250.21 FEET; THENCE
NORTH 57 46'44" WEST, A DISTANCE OF 418.77 FEET; THENCE NORTH 55 21'04" EAST, A
DISTANCE OF 178.74 FEET; THENCE NORTH 59'33'33" EAST, A DISTANCE OF 273.77 FEET; THENCE
NORTH 68 08'39" EAST, A DISTANCE OF 284.53 FEET; THENCE NORTH 74 54'03" EAST, A
DISTANCE OF 212.88 FEET; THENCE NORTH 47'07' 16" EAST, A DISTANCE OF 295.96 FEET; THENCE
NORTH 54 32'26" EAST, A DISTANCE OF 157.94 FEET TO THE POINT OF BEGINNING.
AND
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #15- 000 -00 -151)
A PARCEL OF LAND IN THE EAST 600 FEET OF THE SE/4 OF SECTION 13, TOWNSHIP 21 SOUTH,
RANGE 66 WEST OF THE 6 TH P.M., COUNTY OF PUEBLO, STATE OF COLORADO, AND IN THE SWA OF
SECTION 18, TOWNSHIP 21 SOUTH, RANGE 65 WEST OF THE 6 TH P.M., COUNTY OF PUEBLO, STATE
OF COLORADO, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
CONSIDERING THE SOUTH LINE OF THE SAID SW /4 OF SECTION 18 TO BEAR NORTH 86 45' 34"
WEST AND ALL BEARINGS CONTAINED HEREIN BEING RELATIVE THERETO.
BEGINNING AT THE SOUTHWEST CORNER OF SAID SECTION 18; THENCE NORTH 88 52 WEST,
ALONG THE SOUTH LINE OF THE SAID SE/4 OF SECTION 13, A DISTANCE OF 600.13 FEET TO THE
WEST LINE OF THE EAST 600 FEET OF THE SAID SE /4; THENCE NORTH 00 04' 12" WEST, ALONG
SAID WEST LINE, A DISTANCE OF 1162.91 FEET; THENCE NORTH 89'55'48" EAST, A DISTANCE OF
541.06 FEET; THENCE NORTH 84 45'06" EAST, A DISTANCE OF 265.70 FEET; THENCE NORTH 52 30'
51" EAST, A DISTANCE OF 150.85 FEET; THENCE WEST 25 11'38" EAST, A DISTANCE OF 660.57 FEET;
THENCE SOUTH 88 58'43" EAST, A DISTANCE OF 493.86 FEET; THENCE NORTH 85 12'36" EAST, A
DISTANCE OF 77.92 FEET TO A LINE LYING 40.00 FEET SOUTHWESTERLY OF AND PARALLEL TO
THE CENTERLINE OF AN EXISTING ROAD; THENCE SOUTHERLY, ALONG SAID LINE, THE
FOLOWING SIX (6) COURSES: 1) SOUTH 46 28'22" EAST, A DISTANCE OF 247.96 FEET; 2) ALONG
THE ARC OF A CURVE TO THE RIGHT, WHOSE RADIUS IS 230.00 FEET, A DISTANCE OF 188.09 FEET;
3) SOUTH 00 22' 58" WEST, A DISTANCE OF 174.74 FEET; 4) SOUTH 06 36'08" WEST, A DISTANCE OF
341.24 FEET; 5) SOUTH 09 21'58" WEST, A DISTANCE OF 826.23 FEET; 6) SOUTH 04 55'20" WEST; A
i
^/
DISTANCE OF 246.45 FEET TO THE SOUTH LINE OF THE SAID SW/4 OF SECTION 18; THENCE NORTH
88 45'34" WEST, ALONG SAID SOUTH LINE, A DISTANCE OF 1232.20 FEET TO THE POINT OF
BEGINNING.
AND
(FOR INFORMATION ONLY: PUEBLO COUNTY ASSESSOR #15- 000 -00 -171)
A PARCEL OF LAND LOCATED IN THE NW /4 OF THE SE /4 AND THE NE /4 OF THE SE/4 OF SECTION 18,
TOWNSHIP 21 SOUTH, RANGE 65 WEST OF THE 6 P.M., COUNTY OF PUEBLO, STATE OF
COLORADO, AND DEPICTED IN LAND SURVEY PLAT RECORDED IN BOOK 2816, PAGE 805 OF THE
RECORDS OF PUEBLO COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE EAST '/. CORNER OF SAID SECTION 18 (A 3 -1/2 INCH ALUMINUM CAP P.L.S.
#25948); THENCE SOUTH 01 14'00" EAST, ALONG THE EAST LINE OF SAID SECTION 18, A DISTANCE
OF 1339.96 FEET TO THE SOUTHEAST CORNER OF THE NE/4 OF THE SE /4 OF SAID SECTION 18 (A
STONE MONUMENT); THENCE SOUTH 89 41'37" WEST, ALONG THE SOUTH LINE OF THE N/2 OF
THE SE /4 OF SECTION 18, A DISTANCE OF 1628.86 FEET; THENCE NORTH 26'43'41" EAST, A
DISTANCE OF 1077.09 FEET; THENCE NORTH 19 54'45" EAST, A DISTANCE OF 399.77 FEET TO THE
NORTH LINE OF THE N/2 OF THE SE /4 OF SAID SECTION 18; THENCE NORTH 89 23' 10" EAST,
ALONG SAID NORTH LINE A DISTANCE OF 979.47 FEET TO THE POINT OF BEGINNING.
/:\`ill
A PARCEL OF LAND LOCATED IN THE NWA OF THE SEA AND THE NE/4 OF THE SE /4 OF SECTION 18,
TOWNSHIP 21 SOUTH, RANGE.65 WEST OF THE 0 P.M., COUNTY OF PUEBLO, STATE OF
COLORADO, AND DEPICTED IN LAND SURVEY PLAT RECORDED IN BOOK 2816, PAGE 804 OF THE
RECORDS OF PUEBLO COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE NORTH LINE OF THE N/2 OF THE SEA OF SECTION 18 FROM WHICH
THE CENTER 1 /4 CORNER OF SAID SECTION 18 (REBAR AND CAP P.L.S. 6128) BEARS SOUTH 89 23'
10" WEST, A DISTANCE OF 911.61 FEET, SAID POINT ALSO BEING THE NORTHEAST CORNER OF A
TRACT OF LAND DESCRIBED IN BOOK 2554 AT PAGE 98 OF THE PUEBLO COUNTY CLERK AND
RECORDERS OFFICE; THENCE NORTH 89 23' 10" EAST, ALONG SAID NORTH LINE, A DISTANCE OF
747.87 FEET; THENCE SOUTH 19 54'45" WEST, A DISTANCE OF 399.77 FEET; THENCE SOUTH 26 43'
41" WEST, A DISTANCE OF 1077.09 FEET TO A POINT ON THE SOUTH LINE OF THE N/2 OF THE SE/4
OF SAID SECTION 18; THENCE SOUTH 89 41'37" WEST, ALONG SAID SOUTH LINE, A DISTANCE OF
1010.00 FEET TO THE SOUTHWEST CORNER OF THE N/2 OF THE SEA OF SAID SECTION 18; THENCE
NORTH 01 14'43" WEST, ALONG THE WEST LINE OF SAID NW /40F THE SEA, A DISTANCE OF 14732
FEET TO A POINT ON THE SOUTH BOUNDARY OF A TRACT OF LAND DESCRIBED IN BOOK 2554 AT
PAGE 98 OF THE PUEBLO COUNTY CLERK AND RECORDERS OFFICE; THENCE CONTINUING ALONG
SAID SOUTH BOUNDARY, NORTH 75 16'09" EAST, A DISTANCE OF 688.07 FEET; THENCE NORTH
19 21' 11" WEST, A DISTANCE OF 384.21 FEET; THENCE NORTH 28 09'05" EAST, A DISTANCE OF
737.23 FEET TO THE POINT OF BEGINNING.
.
Exhibit C
DEED
THIS DEED, made this day of 20 between
duly organized and existing under and by virtue of the
laws of the State of Grantor, and
, Grantee, whose legal address is
Grantor, for and in consideration of the sum of
, the receipt and sufficiency of which is hereby
acknowledged, hereby sells and quitclaims to Grantee the following real property in the County
of Pueblo, State of Colorado:
See Exhibit A attached hereto and incorporated herein by this reference,
With all its appurtenances.
IN WITNESS WHEREOF, the Grantor has executed this Deed as of the date set forth above.
SIGNATURE BLOCK
V A
Exhibit D
PHASE I MAINTENANCE REQUIREMENTS
SOUTHSIDE LANDFILL
PHASEIAREA
POST - CLOSURE MONITORING & MAINTENANCE
Facility inspection & maintenance — Semi - Annual
• Inspect and maintain perimeter fencing (prevent further use for unauthorized
disposal — 6 CCR 1007 -2 §2.54). Repair damaged fence as necessary.
• Inspect and maintain surface water control system (control run -on and run-off
from the 100 year, 24 -hour storm event — §2.5.7)
• Inspect cover grade and erosion (final grades shall promote surface water run -off
and minimize erosion — §3.5.2 & §3.6.1(A)(2)). Undertake repairs to cover and
vegetation as necessary.
Install, maintain and operate gas control system (Only required if NSPS Gas System
must be installed on Phase 1).
Ground -water monitoring ( §3.6.1(A)(3)) — Quarterly, and as required by CDPHE.
Gas monitoring ( §3.6.1(A)(5))— Quarterl
5119WOWANDERSON\ 1507507.10