HomeMy WebLinkAbout077 - 07/06/2010 - AUTHORIZING A RATIFICATION AND AGREEMENT WITH LARIMER ENERGY, LLC FOR THE LANDFILL METHANE GAS PROJE ORDINANCE NO. 077, 2010
OF THE COUNCIL OF THE CITY OF FORT COLLINS
AUTHORIZING A RATIFICATION AND AGREEMENT WITH
LARIMER ENERGY, LLC FOR THE LANDFILL METHANE GAS PROJECT
AND AUTHORIZING THE USE OF CITY-OWNED PROPERTY
WHEREAS, the City is a partial owner, along with the City of Loveland("Loveland") and
Larimer County("County"),of property known as the Larimer County Landfill("Property")located
in the North %2 of Section 9, Township 6 North, Range 69 West of the 6th P.M.; and
WHEREAS, pursuant to an intergovernmental agreement between the City, County and
Loveland dated November 21, 1974 (the "Landfill IGA"), the County is responsible for the
operation of the landfill on the Property; and
WHEREAS, Paragraph 10 of the Landfill IGA states, "The landfill site shall continue to be
used as the site of a landfill open to the public and any other use of the site shall be reviewed and
approved by the City and the County and the City of Loveland. Such site shall not be sold or
otherwise disposed of without the express consent of all three of such parties..."; and
WHEREAS, on January 16, 2008, the County and Timberline Energy, LLC ("Timberline")
entered into a Landfill Gas Purchase Agreement(the"Gas Agreement"),a copy of which is attached
as Exhibit"A" and incorporated herein by this reference; and
WHEREAS, in July 2009,the County approved an assignment of the Gas Agreement from
Timberline to Larimer Energy, LLC ("Larimer Energy"); and
WHEREAS, under the Gas Agreement, in exchange for certain payments to the County,
Larimer Energy is permitted to construct a landfill gas facility and associated gas recovery system
(the "Facility") on the Property in order to capture methane gas from the landfill and sell it to a
buyer(the "Landfill Methane Gas Project"); and
WHEREAS, the Gas Agreement also gives Larimer Energy exclusive use of the portion of
the Property where the Facility will be built(the"Facility Site")for a period of up to 20 years,which
is the equivalent of a lease of the Facility Site, and access to the Facility Site across the Property;
and
WHEREAS,the City and Loveland were not made parties to the Gas Agreement and did not
approve in advance through their usual processes the County's grant to Larimer Energy of exclusive
use of the Facility Site; and
WHEREAS, at the request of Poudre Valley REA, the City Council on November 3, 2009,
approved Ordinance No. 110,.2009,authorizing an easement to Poudre Valley REA on the Property
to provide power to Larimer Energy's gas collection equipment, which is already in operation; and
WHEREAS, Larimer Energy is now seeking the consent of the City and Loveland to
construct the Facility on the Property and to use the Facility Site for a period of at least 20 years
pursuant to the terms of the Gas Agreement; and
WHEREAS,the Facility Site would be in the approximate location depicted on Exhibit"B",
attached and incorporated herein by this reference; and
WHEREAS,the Landfill Methane Gas Project will improve local air quality by reducing the
quantity of methane, a greenhouse gas, vented into the atmosphere by the landfill; and
WHEREAS, in exchange for permission to build the Facility, Larimer Energy would agree
to indemnify the City against any claims or damages arising out of its use of the Property, and to
name the City as an additional insured on any policies of insurance that Larimer Energy is require
to carry under the Gas Agreement; and
WHEREAS, Section 23-111 of the City Code authorizes the City Council to sell, convey or
otherwise dispose of any and all interests in real property owned in the name of the City, provided
that the City Council first finds, by ordinance, that such sale or other disposition is in the best
interests of the City.
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT
COLLINS as follows:
Section 1. That the City Council hereby finds that Larimer Energy's exclusive use of a
portion of the Property for the Landfill Methane Gas Project for up to 20 years under the terms of
the Gas Agreement is in the best interests of the City.
Section 2. That the Mayor is hereby authorized to execute a Ratification and Agreement
ratifying the terms of the Gas Agreement,and authorizing Larimer Energy's use of the Facility Site
and access to the Facility Site across the Property,on terms consistent with this Ordinance,together
with such additional terms and conditions as the City Manager, in consultation with the City
Attorney,determines to be necessary or appropriate to protect the interests of the City including,but
not limited to, any necessary changes to the description of the Facility Site,so long as such changes
do not materially increase the size or change the nature of Larimer Energy's use of the Facility Site.
Introduced, considered favorably on first reading, and ordered published this.l5th day of
June, A.D. 2010, and to be presented for final passage on the 6t a of July, A.D. 2010.
Mayor
'ATTEST:
City Clerk
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I
Passed and adopted on final reading on the 6th day of J D. 2010.
Mayor
ATTEST.:
City Clerk
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EXHIBIT A
LANDFILL GAS PURCHASE AGREEMENT
THIS LANDFILL GAS PURCHASE AGREEMENT("Agreement"),made
and entered into and effective ,LOoP ,by and between TIMBERLINE
ENERGY,LLC,a Delaware Limited Liability Company,doing business at 14520 West
Archer Drive,Golden,Colorado,80401,hereinafter referred to as the'DEVELOPER"
and LARIMER COUNTY,a political subdivision of the State of Colorado,by and
through its Board of County Commissioners,whose address is 200 W Oak,Fort Collins,
Colorado 80521,hereinafter referred to as"COUNTY";
WITNESSETH:
WHEREAS,the COUNTY is authorized to construct,acquire,improve,
maintain,and operate its Landfill in the COUNTY on the property described on exhibit
"A"(Landfill Property); and
WHEREAS,the COUNTY'S Landfill generates Landfill Gas("LFG")and
WHEREAS,the COUNTY recognizes that the use of recovered LFG is of
environmental and economic benefit to the COUNTY;and
WHEREAS,the COUNTY desires to enter an Agreement with the
DEVELOPER whereby the DEVELOPER will construct and operate a Landfill Gas
Management System and Landfill Gas Utilization facility and will make certain payments
to the COUNTY for the rights to and sale of LFG to a Buyer.
NOW,THEREFORE,in consideration of the premises and mutual promises and
conditions contained herein, it is mutually agreed between the parties as follows:
Section 1.Definitions.Unless the context indicates otherwise,as used herein,the
terms set forth below shall be defined as follows:
(a) Beneficial End Use Product means products derived from LFG that may
include,but are not limited to:processed LFG,pipeline quality LFG,electric power,
thermal energy,COZ,or any two or more of the foregoing.The use of such products shall
result in a tangible financial gain for the COUNTY.
(b) British Thermal Unit(BTU)means the quantity of heat necessary to raise
the temperature of one pound of water one degree Fahrenheit,for example from 58.5 to
59.5 degrees Fahrenheit,under standard pressure of 30 inches of mercury at or near its
point of maximum density. One BTU equals 252 calories,(gram),778 foot-pounds,
1,055 joules,2.931 10 kWh,or.293 watt hours.
(c) BTU aer Cubic Foot means a measure of the heat available or released
when one cubic foot of gas is burned. Landfill Gas has an expected value of 500 to 600
BTU per Cubic Foot.
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(d) Buyer means the party or parties to which DEVELOPER will sell a
Beneficial End Use Product derived from the recovery and/or processing of LFG.
(e) Commercial Operations means deliveries of a Beneficial End Use Product
to a Buyer from Developer's LFG Utilization Facility.
(f) Commercial Quantities means an economically viable quantity of LFG
(minimum of one[I] standard cubic feet per minute(scfm)provided by the COUNTY at
the Delivery Point pursuant to this Agreement).
(g) Condensate means the liquid formed from the condensing of the vapors
that occurs during the collection,transportation,and processing of LFG.
(h) Day means a calendar day.
(i) Delivery Point(s)means the point(s)at which the LFG enters the
DEVELOPER's header or connection piping for delivery to the DEVELOPER's LFG
Utilization Facility.
(j) Flare Stations means the equipment and appurtenances used to incinerate
LFG. The Flare Stations are used to incinerate LFG in conformance with applicable
federal,state,and local rules and regulations,and to control odors.
(k) Force Majeure means acts of God;winds,hurricanes,tornadoes,fires,
epidemics,landslides,floods;strikes,lock-outs,acts of public enemies;insurrections;
explosions;a change in law not due to improper conduct or to any negligent or
intentional act or omission;or any cause or event,not reasonably within the control of the
party claiming Force Majeure,except for the financial inability of such party caused by
factors other than any of the foregoing.
(1) Heating Value means the amount of heat produced by the complete
combustion of a unit quantity of fuel.The gross or higher heating value(HHV)is that
which is obtained when all of the products of combustion are cooled to the temperature
existing before combustion,the water vapor formed during combustion is condensed,and
all the necessary corrections have been made.The net or lower heating value(LHV)is
obtained by subtracting the latent heat of vaporization of the water vapor, formed by the
combustion of the hydrogen in the fuel,from the gross or higher heating value.
(m) Landfill means the Larimer County Landfill facility located at 5887 S.
Taft Hill Road,Fort Collins,Colorado 80526.
(n) Landfill Gas(LFG)means any and all gases resulting from the
decomposition of refuse material within the Landfill,consisting principally of methane,
carbon dioxide and traces of other constituent gases.
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(o) LFG Management System means the network of LFG recovery wells and
interconnecting pipes together with attendant valves,condensate sumps and pumps,
monitoring devices and other related equipment installed and paid for by Developer for
the purpose of extracting,collecting,and transporting LFG to the Delivery Point(s).
(p) LFG Purchase Agreement means this Agreement between the COUNTY
and DEVELOPER for:the construction and operation of DEVELOPER's LFG
Utilization Facility;the connection to the Delivery Point(s)for the recovery and
utilization of LFG;and the purchase of the LFG provided by the COUNTY at the
Delivery Point(s).
(q) LFG Utilization Facility means the DEVELOPER's building or enclosure
and equipment required for the processing and delivery of the Beneficial End Use
Product to the Buyer,such equipment may include,but is not limited to,compression
equipment,an oil and gas cooler,a condensate knockout tank,scrub areas,generating
equipment,electric generation and related facilities.
(r) LFG Utilization Facility Site means an area located within the Landfill
Property upon which the DEVELOPER may access,install,and construct the LFG
Utilization Facility.The LFG Utilization Facility Site shall be at a site mutually agreed to
by the COUNTY and DEVELOPER.
(s) Leachate means the liquid that has passed through or emerged from solid
waste and may contain soluble,suspended,or miscible materials.
(t) Utility Interface(i)in the case where LFG is used to generate electric
power,this term shall mean the step-up transformer,metering facilities,protection
circuitry,transmission lines,poles,and any other equipment necessary to interconnect the
LFG Utilization Facility with the grid of the electric utility in whose service area the
Landfill is located,or(ii)in the case where LFG is converted to other beneficial products,
this term shall mean the metering facilities,pipelines,valves and any other equipment
necessary to interconnect the LFG Utilization Facility with the transmission or
distribution pipelines or other facility of the electric utility,pipeline company,or other
Buyer.
Section 2. Rights Granted to DEVELOPER. Subject to the limitations and
other provisions of this Agreement,COUNTY hereby grants to DEVELOPER the
following:
(a) Landfill Gas. Developer has the right and license to connect,process,sell,
and utilize the LFG that is,generated from the Landfill and any contiguous landfill
expansion areas and delivered to the Buyer during the term of this Agreement.
DEVELOPER shall be responsible to connect and utilize all LFG made available by the
COUNTY for direct sale as fuel or conversion to a Beneficial End Use Product for sale to
a Buyer.Title to and risk of loss for the LFG will pass to Buyer.DEVELOPER shall
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have the exclusive right to claim and utilize any emission allowances and reduction
credits that may be associated with LFG.
(b) Site of LFG Utilization Facility.In accordance with the provisions of this
Agreement,the COUNTY will make available to DEVELOPER an area located within
the Landfill Property mutually agreeable to the COUNTY and DEVELOPER,as required
by DEVELOPER for construction of a LFG Utilization Facility and site improvements,
commencing as of the effective date of this Agreement and terminating at the termination
of this Agreement.COUNTY hereby covenants(i)that it has title to the LFG Utilization
Facility Site in fee and(ii)that DEVELOPER shall have exclusive use of the LFG
Utilization Facility Site during the term of this Agreement so long as DEVELOPER is
not in default of its obligations under this Agreement.
(c) Access. COUNTY will make available to the DEVELOPER access to the
LFG Utilization Facility Site for construction,installation,operation,and maintenance of
the DEVELOPER's supplied facility equipment,transmission lines,sewer,electric,
water,and telephone lines that are necessary for the operation of the facility and
COUNTY will make available to the DEVELOPER access to the Landfill Property as
necessary for the construction,installation,operation and maintenance of the LFG
management system.
Section 3.Obligations of COUNTY.
(a)Subject to these limitations and other provisions of this Agreement,COUNTY
shall:
(1) cooperate in the operation of the Landfill and any future
expansions of the landfill so as to enhance the production of LFG,while controlling
odors and maintaining compliance with all applicable regulations;
(2) not interfere with the DEVELOPER's operation and maintenance
of the LFG Utilization Facility,providing DEVELOPER is complying with all applicable
laws and regulations;
(3) instruct its independent contractors,agents and employees to
comply with Sections 3(a)(1)and(2)described above;
(4) promptly repair at its expense major cracks, fissures,erosion or
physical changes in the Landfill which have an adverse effect on the production of LFG
or on the LFG Management System in accordance with applicable LFG regulations;
(5) comply with applicable federal,state and local laws,rules,
ordinances and regulations relating to or regulating the construction and operation of the
Landfill except for said responsibilities of the DEVELOPER as established under this
Agreement;and
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(6) maintain consistent cover on the Landfill to meet current federal
and state requirements.
(b) Access to the DEVELOPER's Facilities.Access to the DEVELOPER's
LFG Utilization Facility shall be by the established entranceway to the Landfill.The
COUNTY shall take appropriate steps to ensure that this access route to the LFG
Utilization Facility is available to the DEVELOPER at all times(i.e.,24 hours per day,7
days per week). When utilizing the access route,the DEVELOPER shall abide by all of
the applicable policies and safety regulations of the COUNTY.The COUNTY may enter
the DEVELOPER's LFG Utilization Facility upon reasonable prior notice to
DEVELOPER.
(c) Documents.As reasonably requested by DEVELOPER,COUNTY shall:
(1) allow DEVELOPER to inspect,in accordance with The Colorado
Open Records Act,any documents in its possession regarding LFG production from the
Landfill including the quantity,age,and type of refuse in the Landfill and tipping
records;and
(2) allow DEVELOPER to inspect,in accordance with The Colorado
Open Records Act,any environmental information,environmental impact reports or
studies,permits or permit applications,zoning information including variances or
variance applications,and any other available data relating to the Landfill and
COUNTY's or DEVELOPER's activities contemplated in this Agreement,and allow
DEVELOPER to copy any such material or documents as may be in COUNTY's
possession.
(d) Good Faith. COUNTY shall perform its obligations hereunder in good
faith and acting reasonably cooperate with DEVELOPER so that DEVELOPER can meet
its responsibilities and obligations under this Agreement.
(e) Caveats.Notwithstanding any portion of this Agreement to the contrary,it
is understood and agreed to by DEVELOPER that the COUNTY does not warrant or
guarantee the rates of production,the chemical composition,or heating content of the
LFG from the Landfill.DEVELOPER is relying on its own calculations and evaluation of
the Landfill in this regard.
Section 4. Obligations of DEVELOPER.
(a) Noninterference.The operation of the LFG Utilization Facility and any
other activity of DEVELOPER shall not interfere with the management and operational
requirements of the Landfill.
(b)The DEVELOPER shall,at its sole expense,design,construct,install,upgrade,
expand,operate,and maintain a LFG Management System and provide additional
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blowers and flare to the COUNTY's Flare Station as needed to maintain compliance with
federal and state regulations.DEVELOPER will consult with the COUNTY on the
placement and configuration of the LFG extraction wells and other equipment required to
meet such regulations,in an effort to enhance the beneficial use of the LFG and overall
operation of the LFG Management System.
(c) LFG Utilization Facility.DEVELOPER shall,at its sole expense,permit,
design,install,construct,operate,replace,expand,upgrade,and maintain the LFG
Utilization Facility required for the processing and delivery of the Beneficial End Use
Product to the Buyer.The design,installation,construction,operation,replacement,
expansion,upgrade,if any,and maintenance of such LFG Utilization Facility shall be in
accordance with federal,state,and local requirements,and industry standards.
(d) Delivery Point(s). DEVELOPER shall,at its sole expense,provide and
install:
(1) Header piping,connection piping,valves,pipe supports,and any
other auxiliary items from the DEVELOPER's LFG Utilization Facility to the Delivery
Point(s).
(2) A tee,valve,and blind flange at the Delivery Point(s) for the
purpose of connecting to the Landfill's LFG Management System.
(3) Any needed blower booster(s)or blower(s)to manage the flow of
LFG from the Delivery Point(s)to the LFG Utilization Facility.
(4) For the COUNTY's use,the DEVELOPER,at its own expense
shall install,operate and maintain flow meter(s)and continuous recorder near the
Delivery Point(s)for the purpose of determining the quantity and methane content of
LFG delivered to the DEVELOPER.The COUNTY and DEVELOPER shall mutually
select the final location for the flow meter(s).Flow meter(s)shall be calibrated quarterly
by the COUNTY's representative certified to perform such calibrations.The
DEVELOPER may independently pay for calibration of the meter(s)by a third party
certified to perform such calibrations with consent from the COUNTY. The
DEVELOPER shall analyze the COUNTY's LFG daily for the content of methane and
other constituents deemed necessary by the parties. Periodically,the COUNTY may
independently arrange and pay for the sampling and analysis of the gas by an
appropriately certified laboratory. If the COUNTY's and the DEVELOPER's analysis
differ by less than ten percent(10%),the results shall be averaged for purposes of this
section. If the results differ by more than ten percent(10%),the COUNTY and the
DEVELOPER shall arrange for sampling by a mutually agreed upon third party
laboratory.The COUNTY and the DEVELOPER shall share equally in the cost of the
third party laboratory.
(e) Commercial Operations.DEVELOPER shall commence Commercial
Operations within 18 months from the effective date of this Agreement.
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(f) Operations: DEVELOPER shall:
(1) Operate the LFG Management System and LFG Utilization
Facility and all associated DEVELOPER-supplied equipment in a prudent manner in
accordance with good engineering practices and in a manner consistent with industry
standards.
(2) Maintain the LFG Management System and LFG Utilization
Facility,landfill's Flare Station(s),and all associated DEVELOPER-supplied equipment
in good working order throughout the tern of this Agreement.
(3) Repair the LFG Management System and LFG Utilization Facility,
Landfill's Flare Station(s),and all associated DEVELOPER-supplied equipment,as
necessary,to restore normal operations and system redundancies to ensure compliance
with the terms of this Agreement.
(4) Maximize the use of the available LFG from the COUNTY and
sell and deliver Beneficial End Use Product to a Buyer.
(S) Maintain a constant and balanced draw from the Landfill's LFG
Management System in order for the COUNTY to maintain a balance of its system.
(6) Maintain air emissions generated by the operations to any
applicable standards or permits.
(7) Flare all LFG that may be available due to excess quantity,
scheduled and unscheduled maintenance,or shut-off by Buyer.
(8) Control on-site odors from the DEVELOPER's facilities in order to
control on-site and off-site impacts in accordance with applicable standards,ordinances,
permits,rules and regulations.
(9) Maintain noise levels from the operation of the DEVELOPER's
facilities at any point of the Landfill site boundary in accordance with state and local
regulations.
(10) Control and dispose of all wastes generated from the
DEVELOPER's facilities according to current environmental regulations,including gas
condensate and waste cooling water.
(11) Comply with all applicable federal,state,and local laws,rules,
ordinances and regulations and any other said responsibilities of the DEVELOPER as
established under this Agreement.
(12) Provide information to COUNTY,as necessary,for COUNTY to
comply with New Source Performance Standards(NSPS)reporting requirements,or
other regulatory reporting requirement.
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(13) Comply with annual inspection and implement recommendations
made by the COUNTY's consulting engineer on annual inspection of the flare and facility
property.
(g) Good Faith.DEVELOPER shall perform its obligations hereunder in good
faith and acting reasonably cooperate fully with COUNTY so that COUNTY can meet its
responsibilities and obligation under this Agreement.DEVELOPER shall comply with all
laws and regulations applicable to the work being performed under this Agreement.
(h) Design Review.DEVELOPER shall submit to COUNTY for review,
comment and approval all design documents relating to the implementation of this
Agreement including plans,specifications and drawings for the procurement,installation,
and construction of the LFG Management System and LFG Utilization Facility during the
term of this Agreement.Any such review,comment and approval will not be
unreasonably withheld.The purpose of such review is to ensure that the facilities
constructed on the Landfill Property will not interfere with the COUNTY's operations,
and will comply with all applicable laws(e.g.,permitting,zoning,and environmental
requirements),as well as the provisions of this Agreement.The COUNTY shall not have
the right to review or approve any proprietary information,or to approve the detailed
terms of DEVELOPER's design documents,but COUNTY may provide comments to
DEVELOPER on such design,and DEVELOPER agrees to make such changes as may
be necessary to comply with COUNTY's requirements.If changes to these design
documents are made,DEVELOPER will submit such changes to the COUNTY for
review and COUNTY shall notify DEVELOPER in a reasonable time(such time in no
event to exceed thirty[30]days)of its comments on such changes.Any recommendation
of rejection shall be reasonable,based on the design standards set forth in this Agreement
and accompanied by a detailed explanation of the reasons for the rejection.County will
also propose reasonable alternatives to DEVELOPER to eliminate the reasons for the
rejection.COUNTY and DEVELOPER recognize that delays in the construction of these
systems may delay DEVELOPER's construction schedule.Therefore,COUNTY and
DEVELOPER agree to exercise reasonable efforts to expedite the review and approval
process.DEVELOPER will provide COUNTY with a complete set of"as built"plans for
the DEVELOPER's LFG Utilization Facility.The review process described in this
paragraph does not relieve the DEVELOPER of its obligations to obtain the required
building permits and site plan review approval,or any other local,state or federal
approvals required for the DEVELOPER's LFG Utilization Facility.
Neither the COUNTY's authority to review and approve design documents
relating to the implementation of this Agreement nor any decision made by the COUNTY
in good faith in conjunction with such review and approval shall give rise to any duty or
responsibility of COUNTY to DEVELOPER,any subcontractor,any supplier,or any
other person or organization performing any of the work,or to any surety for any of
them.
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The COUNTY's actions pursuant to this section shall not create any vested rights
for the DEVELOPER.Nothing in this Agreement shall be construed to eliminate the need
for the DEVELOPER to comply with all applicable laws and regulations.
(i) Permits.DEVELOPER shall,at its own expense,prepare and file permit
applications and diligently prosecute the processing of such permit application for the
purpose of obtaining all environmental and other permits which are required under
applicable local,state,and federal laws and regulations for the construction,installation,
and operation of the LFG Management System and LFG Utilization Facility,associated
electrical transmission lines,and/or steam,or LFG transmission pipelines,on-and off-
site.In connection therewith,the COUNTY agrees to make available to the
DEVELOPER all known public records within the COUNTY's possession of
environmental information reports,environmental impact reports,air impact assessment
studies,copies of all environmental applications filed,and other available data relating to
and used in connection with obtaining any environmental permits necessary for the
installation and operation of any equipment or the conducting of any other activities at
the Landfill.
Any permit modifications or applications that may affect existing COUNTY
permits shall be submitted to the COUNTY for review and comment prior to submission
to the applicable regulatory agency. The DEVELOPER shall incorporate any comments
from the COUNTY subsequent to final review by the COUNTY and re-submit to
COUNTY for final approval,authorization,and signature.
(j) Laws and Regulations.The DEVELOPER must agree to abide by and
conduct its programs and provide its services in compliance with the applicable
provisions of:
• Colorado Worker's Compensation Statutes and Regulations,Colorado
Statutes,Chapter 440 and Colorado Administrative Code(F.A.C),Rule 38F
• Colorado Workplace Safety and Health Regulations,F.A.C,Rule 38I
• Federal Civil Rights Act of 1866
• Federal Civil Rights Act of 1871
• Federal Equal Pay Act of 1963
• Federal Civil Rights Act of 1964
• Federal Age Discrimination and Employment Acts of 1967
• Federal Rehabilitation Act of 1973
• Federal Americans with Disabilities Act of 1990
• Federal Civil Rights Act of 1991
• American National Standards Institute
• National Fire Protection Association
• Occupational Safety and Health Act,Code of Federal Regulation,Chapter 29,
Parts 1910 and 1926,General Industry Standards and Construction Industry
Standards,as amended,with particular attention to the Hazard
Communications,Trenching and Shoring and Confined Space Entry
Standards.
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• All other applicable ordinances,statutes,laws and amendments thereto.
The DEVELOPER is presumed to be familiar with all applicable federal,state
and local laws,ordinances,code rules and regulations that may in any way affect the
work.
(k) Site Security.The LFG Utilization Facility Site shall be fenced and gated
and locked during construction and operations.The fencing shall contain signage on each
side,warning of any hazards and providing telephone numbers for notification of
emergency situations. Employees of the COUNTY shall not be permitted on the LFG
Utilization Facility Site,except in the event of an emergency or disaster,unless
accompanied by an authorized employee of the DEVELOPER.Subject to the exemptions
included in this subsection for entry onto the LEG Utilization Facility Site,the
COUNTY's employees shall not enter the site unless:
(1) DEVELOPER's employee is on the site at the same time,or
(2) DEVELOPER requests assistance frdm the COUNTY or a duly
authorized representative,or
(3) It is necessary for the COUNTY to collect samples from the
discharges of the DEVELOPER's facility,or
(4) A situation that requires immediate attention. The COUNTY will
notify the DEVELOPER within 24 hours of entrance onto the DEVELOPER's site.
The fencing,gating,and site security requirements of this subsection shall be
limited to the DEVELOPER's LFG Utilization Facility Site.
(1) Project Plan.The DEVELOPER must prepare and submit to the
COUNTY a preliminary Project Plan for the LFG Management System and LFG
Utilization Facility Project,during the construction process.The Plan will cover a
number of aspects of the DEVELOPER's operations and will include at a minimum:
• Testing requirements for startup of the LFG Utilization Facility;
• LFG Utilization Facility Operating Plan that demonstrates at a minimum the
facility's ability to process the initial LFG flows(LFG available from the
COUNTY at startup of the Facility)from the Landfill;
• Reporting requirements to governmental agencies for permits associated with
LFG Utilization Facility;
• Testing and monitoring procedures of the LFG Utilization Facility to assure
compliance with permit conditions;
• An Emergency,Disaster and Safety Plan
The Project Plan will be finalized and accepted by the COUNTY prior to the
startup of the LFG Utilization Facility.Once accepted by the COUNTY,the
DEVELOPER is obligated to adhere to the Plan.Deviations from the plan are only
permissible if they are made in writing to the COUNTY and accepted in writing by the
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COUNTY. Operations will commence after completion of the startup period and
approval of the Project Plan by the COUNTY.
(m) Project Schedule.The DEVELOPER shall be responsible for developing
and keeping current a project schedule for each of the elements of the LFG Management
System and LFG Utilization Facility construction which show:the sequence of project
development,permitting,design,construction,startup,commencement of operations,
system testing and monitoring,and reporting to governmental agencies.The COUNTY
will review and accept the Project Schedule before any construction shall commence.The
COUNTY will be informed of monthly progress and changes in the schedule by the
DEVELOPER.
(n) Transmission Line.Any off-site pipeline or transmission line to the
Buyer's premises shall comply with and be included within the requirements and
liabilities assumed by the DEVELOPER under this Agreement.Any portion of the
pipeline or transmission line on public right of way shall be clearly marked according to
industry or governmental standards.The depth of the pipeline or transmission line shall
comply with local permitting code and/or state law,whichever is applicable.
Section 5.Term.
(a) Agreement Tenn.This Agreement shall have a term of twenty(20)years
which shall begin on the date when the DEVELOPER commences Commercial
Operations of the LFG Utilization Facility,consistent with the provisions of this
Agreement.At the end of the term,this Agreement shall terminate,unless extended by
mutual written agreement of the COUNTY and DEVELOPER,provided that the party
wishing to extend gives the other at least one hundred-eighty(180)days written notice of
such desire.The term of this Agreement also may be extended if and when the COUNTY
adds additional LFG extraction wells in the Landfill and the DEVELOPER agrees to
expend additional capital funds to increase the capacity of its LFG Utilization Facility,
provided the COUNTY and the DEVELOPER consent in writing to the extension. If the
COUNTY does not renew the agreement then the DEVELOPER will be reimbursed for
the cost of the wells and collection system installed by DEVELOPER.
(b) Effective Date.This agreement shall not be effective and shall be of no
force or effect until it is executed by a duly authorized representative of the COUNTY.
The effective date shall be that date specified in the first paragraph of Page 1 of this
Agreement.
Section 6.Payment.
(a) Initial Payment for LFG Rights. DEVELOPER shall pay the COUNTY a
lump sum of Five Thousand and No/l00 Dollars($5,000.00)within ninety(90)days
following the effective date of this Agreement,or upon financing the LFG Management
System and LFG Utilization Facility,whichever comes first.This lump sum payment to
Page 11 of29
the COUNTY shall constitute the DEVELOPER's payment for an exclusive right to and
use of LFG from the Landfill.
(b) Payment for LFG Delivered. DEVELOPER shall pay the COUNTY a
three percent(3%)royalty for all gross revenue derived from the sale of
the landfill gas,CO2,emissions credits or other products. The royalty
shall increase to six percent(6%)for all landfill gas btus above 110,000
btu/year.
(c) If the DEVELOPER is operating the wells and gas collection system,the
DEVELOPER will deduct$2,000.00/month from the royalty payment.
However at no time will the royalty payment minus the$2,000.00/month
deduction be less than$1,000.00/month.
(d) Payment Due Date.All monies due to the COUNTY on a monthly
payment basis shall be payable in arrears along with documentation of revenues.Monthly
payments are due on or before the twenty-fifth(25th)day of the calendar month following
the month in which DEVELOPER actually receives revenues from its sale of the
Beneficial End Use Products converted from the LFG from the Landfill.The COUNTY
shall have the right to inspect,copy,and audit during reasonable business hours the sale
journal and any other pertinent books and records of the DEVELOPER relating to the
calculations of the revenues upon which the payment of LFG delivered will be based or
any other payment to the COUNTY.If the above indexes are not available for any
reason,the parties shall mutually agree on the use of a replacement index or indexes.
(e) Tax and Emission Credits.If any federal,state,or local tax or emission
credits become available,DEVELOPER shall pay a fee to the COUNTY for any tax or
emission credits received by the DEVELOPER for the LFG Utilization Facility.The fee
shall be equal to the royalty amount.
(f) Utility Interface Costs.The DEVELOPER is solely responsible to pay for
all utility interface costs.
Section 7.Financing. COUNTY acknowledges that DEVELOPER may desire to
finance some or all of the equipment or personal property required to undertake work to
be performed under this Agreement and hereby consents to any encumbrance or lien on
the machinery,equipment,fixtures,and buildings that make up the LFG Utilization
Facility and Utility Interface for the purpose of obtaining such financing,provided:
(a) DEVELOPER shall give COUNTY notice of the existence of such
encumbrance or lien together with the name and address of the holder of such
encumbrance or lien,and a copy of the encumbrance or lien.
(b) That the existence of such encumbrance or lien shall not relieve
DEVELOPER from any liability or responsibility for the performance of its obligations
under this Agreement.
Page 12 of 29
Under no circumstances shall DEVELOPER cause any mortgage or lien to exist
on the Landfill Property,access road,or LFG Utilization Facility Site,and no security
interests may be granted in any underground transmission lines,pipelines,or
underground equipment or fixtures associated with the project.
Section 8.General Obligations.
(a) Planning and Expansion.DEVELOPER recognizes that future
development of the COUNTY Landfill may include additional facilities.COUNTY and
DEVELOPER agree to exchange information on a regular basis for planning and
coordination of all activities to promote the safe and orderly development and operation
of the Landfill.
(b) Interests Retained by COUNTY.All materials,minerals,water,natural
gas,and other items existing in,on,or under the Landfill(including,but not limited to,
the refuse,cell liners,leachate,condensate,and waste spoilage removed from Landfill
during construction of LFG Management System and cover)shall at all times remain the
property of COUNTY.
(c) Independent Contractor.In the performance of any activities pursuant to
this Agreement,the DEVELOPER will be acting in the capacity of an independent
contractor and not as an agent,employee,partner,joint venturer,or associate of the
COUNTY.The Developer shall be solely responsible for the means,methods,sequences,
and procedures utilized by the DEVELOPER. None of the DEVELOPER's employees,
officers,agents,or any other individual directed to act on behalf of the DEVELOPER for
any act related to the Agreement shall represent,act,purport to act,or be deemed to be
the agent,representative,employee or servant of the COUNTY.
(d) Condensate.The DEVELOPER is responsible for the collection and
removal of condensate from the DEVELOPER's condensate sumps,DEVELOPER's
condensate knockout vessel(s)and the LFG Utilization Facility.The DEVELOPER will
be responsible for the proper disposal of the condensate collected.
(e) Gas Migration and Emissions.DEVELOPER and COUNTY acknowledge
that the primary objective of the LFG Management System is and will continue to be to
control LFG migration,emissions and odors,in order to meet all local,state and federal
regulatory requirements and the requirements of existing and future landfill permits.
DEVELOPER shall operate the LFG Utilization Facility in a manner that is conducive to
this primary objective.
DEVELOPER is to provide all of the needed LFG Management System
components and all replacement,expansions,and additions and the operation thereof to
collect the LFG generated at the Landfill to the greatest extent possible so that(i)the
operation of the Landfill will remain in compliance with applicable federal,state and
Page 13 of 29
local laws and regulations,and(ii)the operation of the Landfill will control LFG
migration and odors.
(f) DEVELOPER shall design,permit,construct and pay for any
additional equipment or other improvements that are necessary to ensure compliance with
applicable regulations due to(i)a change in applicable laws or regulations that occurs
after the effective date of this Agreement or(ii)an expansion of or other change,
provided that such failure is not caused by COUNTY's acts or omissions.
(g) Non Waiver.
(1) The failure of either party to exercise any right shall not be
considered a waiver of such right in the event of any further default
or noncompliance.
(2) No action taken by COUNTY or DEVELOPER after the effective
date of the termination of this Agreement pursuant to Section 14 in
accepting one or more payments from the other or undertaking any
other activity which would have been authorized by this
Agreement but for its termination,shall be construed that this
Agreement is not terminated or as a waiver of the termination.
(h) Inspections.COUNTY has the right to conduct inspections of the
DEVELOPER's facilities to verify operations compliance,environmental compliance and
compliance with applicable local,state,and federal regulations and said responsibilities
of this Agreement.
Section 9.Limitations of Liability.
(a) Except as otherwise provided herein,COUNTY provides no warranties or
guarantees,either expressed or implied,as to the amount or chemical composition of the
LFG to be extracted and made available to the DEVELOPER at the Delivery Point(s)
hereunder,including,but without limitation,any warranty of merchantability or fitness of
the LFG for a particular purpose;provided,however,if the Landfill does not produce
Commercial Quantities of LFG,DEVELOPER may terminate this Agreement as
provided in Section 14(d).
(b) Provided DEVELOPER is complying with applicable laws and
regulations,DEVELOPER will be solely responsible for the determination of the
suitability of the LFG to be used under this Agreement for any and all purposes
contemplated by DEVELOPER.
(c) Nothing contained within this Agreement shall be construed to mean that
DEVELOPER has assumed any of COUNTY's responsibilities to comply with any
environmental laws and regulations,whether federal,state,or local.
Page 14 of 29
(d) ]n no evens;hall D1?\'bE,0PER he liable to COUNTY with respccl to any
claims art% from the owncr3hip of the LmtdliIL
(c) C'OUNTY shall not he liable for damages,Including consequential
danta,,cs, loss of revenues and`or lost profits, for COUNTY employees'entry on(he I.PU
Utifizatioo Facility Site at the landfill pursuant m Section 4(j)horcin. FprlhG',COUNTY
shall not be liable for consequential dtnnages,loss of rovcnues and/or lost profits bar any
mason wluat ocvcr. '
to DEVELOPER is liable for any lines and%or repair IN nay cnvironot awl
damuage due in the DEV F:LOPFR's facilities construction and operations.
fg) Nowilin�contained in this Agreeinew constitutes a waiver of the
COUNTY's sovereign hmum ily or the limitations on liability contained in file Colorado
Goy ennncniid Immunity Act as currently W1 ittcn or hcrcal5ur atncncicd..
Section 10. Indenutflicatiou.To file fullest extent permitted by Laws and
Regulations,the DEVELOPER shill indemnify and hold harmless the COL)N-fY and the
officers,directors,employees,agents and ouster consultants of the COI INTY from;aid
against all claims,expenses, losses Ind damages(including butt not limited to all fives and
char<mes of the DEVELOPER,engineer's,architects.attorneys and other professionals)
caused by.arising not of or resuhing from the perionuancc of services.provided that any
such claim,damage,dos,;or expense:(1) is attributable to hodily injury,sicklicss,diseusc,
death Or personal injury, M.to property damage including the loss of use restdtimi there
from,and(2)is caused in whole it in part by any act or omimbn of the DEVEf.OPEI2,
;roy SpbCpntrac(O", any Supplier,any person or oryankminn dhvw y or indirectly
employed b) any nl'them in perlitrm Or linnish any of the services or anyone i!)r whose
acts arty of them may be liable.The DEVELOPER agrees that it will pay the reasonable
costs of ihu COI N'IY le6nl dcfumo,including rues nl'altorncys as may be selected by
the C'OUNIN and shall defend,%disfv,and pay any judgments which may be rendered
against the COUNTY in connection wish the above lies(]harmless agreenicnt.Tltc
DEVI;LOP fj?R acknowledges that specific considualion has hies received for this hold
hinmlcsslindrnniiication provision.
The provisions of this Section )0 shall survive the termination of this Agreement.
Section I I. insurance. Rcforc starting and throughout the•Toren of this
Ayrcv;ucnl.file DEVELOPER shall procure and maintain instu;!nce of the type;and to
the limitsspec.ilied in Seclinn(a)below.
The DEVELOPER shall rcgVrc each of its Subcontractors, if any, to procure and
maintain, until completion of Ihnu SnhCOntraClol''.S work,insucn IV,c oI,lypcs;end to the
limits spumnal in Section a(A thrixyli 01 inclusive below. It shall be the respnnsihility
of the DEV[LOPER to ensure that all its Subcontractors nicer these requir mo ls.
Page 15 of 29 —
(a) Covera g, f;xcspt as otherwise shied. the amount and types of insni:nncu
;hall conioriu «,the.Ihllowing minimum requircmcnts.
(I j 1 cur crs(;onmcnsaiion: Cuveragc to apply h)r a(I rmployccs at
the STATUTORY limits in compliance with agiplicahlc start and tidcrat Erns.
(2) Commercial(nag rat Liabilit : C:over:cge must be afforded, under a
per occurrence Ibmi policy,including Acimise opet'aticros, Independent C'onli;nctois,
Products and Complc_led Operalioas.13roacl Fonir Properly.D;tma;c Endorsement,with:t
Flold Harmless And Named Addiuontl Insured F.ndorsomi ni in favor orihe COtd\"fY I'or
limits not less(halt Four Mi I lion and Noi 100 Dollars($#;0O(i,(iO0.C10}; cnur;d aggrcgale;
Two Million am! NoMM) Dollars(52,000,00(1.i)O)tprodivas-cumplatcei operations
(aggregato);Two Million and No!100 Dollars(S2,000,000.00)Ipersonal injury and
propcdy damage liability;Two Million and No,''100 Dollars(VA00,000,00)r'cach
occurrence; Fitly Thousand and iNOM10 Dollars(Si0;000.00)1Ifire damage Icgal; Five
fhriusand and No/l00 Dollars(�", .000.00),Imcdical p:pments.
O NusiiT4ss r\uto Policl±:Coverage must be afIbfdcd including
covura e for all owned vehicles,hiretl.(non-owned vehicles,with an Additional Named
Insured Fndoi;sentcnt in favor of the C(N N'IY, fir if combined single limit(bodily injury
and property damage)of not less than Ono %lillion and Noi100 Dollars
IS 1000 000.00),-combAwd single limit (bodily limits: iitjury"plopurty damage):personal
injury protection,•'stariamy One N"lliun and Noi)00 Dollars(,$1,1)00 n00,00)
r till insuredlundorinsurud raoanist;One Million and No..'100 Dollars(tit (10gO1N).(fl))Ihircd
;'non-nwacd Milo liability.
(4) I'll ilrlurs Risl:_liwl,ill,;ition Flonter: when this u'rucmcnt inchrdcs
construction of or additions to aboveground buildings or structures,or installation of
machine;yorupnipnrcnl Builder's Risk andAw ht MINtion Water covange nnisl he
provided as ('61lows:
(i) All Risk Coverage--All Risk( overigc on a complOcd value
Ann shall provide primary,nunnoiadbulory coverage with a waiver of
subrogatign in Iavorurlhc CO(ItA''1 Y-
Go Amount ofInsurance--uno-liundedperccnt(mou)orthc
cm-nooed value of such addition(s),huildiiu(s'I;i,r stniciure(s),or
machinery and equipment.
(iii) Waiver nr0cctp?ancy Clause or warranty—Policy onist ha
specifically endorsed to eliminate any"Occupancy Clause"or sintilat'
warranty of rcprescriultion that tle fill ilding(s),ilddition(s),or
struchtre(s) will not ho occupied by thv COUNT'Y
(iv) -Masinuuu Dcxluctihl05cl'housand Nu,`I(i0 Dollars
Page 16 029 _
(0,00000)each claim.I li her dorhrutibles we pernuuud subject to
COI:N'I Y approval.
(Y) Additional Named Insured- 1-ha COUNTY"must be inchrded
as an adthtinal named insured.
(vi) Notice of Cancellation and.•'i)r Restriction-The policy must be
specifically endorsed In provide the COUNTY with thirty(30)days'
notice of cancellation aud!'or restriction.
OR
(5) 1'(uperty I_nsur:mec t b era te: \When ec:nstruction of any above-
-round building or u-ucatre, or install;nion u(moc.hinevy or etluipilient is complete.
coverage must he provided as liillows:`
(i) All Risk Coverage- All Risk Coverage on a completed value
Won shall provide primary,non-contributory coverage with a waiver
ofsubrogation in tavorofthe COUNTY.
(ii) Amnunr of Insurance--onc hundred percent(100%n).of tite
"replacement cost value."
(iii) Maximum Dcholible-We l-hnus;tnd anti Nor'!00 Dollars
(WOOTOO)each claim-higher deductibles are permitted subject to
COUNTY approval.
(iv) Additional Named Insured-.'I he.('OCIN rY nntst be includt:d
as an additional named insured-
(v) Notice orCancella[icnn and/or Rcsn-ietion - The policymust br
speci ncally endorsed to provide the COUi1'rY nvith thirty j i0)days'
noti,: o I camcellation or restriction.
((i) E'ngiron(lc�ial_ltnhainnent Insurance:Coverage shall be provided
anuAt maintained as a separate policy for Onc Million Dollars and No1100 Collars
(S!,OO( )OO.00)per occurrence;Two rill ion Dollar..and No;'100 Dollan5 —
(S2,000,00(WO)a ;gregatc.
(7) Business Intchnipl_un-Coverage shall he maintained in an❑;orient
sufficient to rover COUNTY s loss ofruvenues nr cnnscycrida!damages fur the period
or time it would take to repair or replace the dmuage or loss that caused stud loss or
damage.
PaSe
(b) Waiver of Subrogation/Cause of Action.DEVELOPER agrees to waive
any rights of recovery against the COUNTY for damage or loss to DEVELOPER's
property or other asset,and any loss of revenue or consequential damages,howsoever
caused,and agrees to require appropriate waivers of subrogation from its insurance
companies.
(c) Certificates of Insurance.Certificates of all insurance required from the
Developer shall be filed with the COUNTY as the Certificate Holder,before operations
are commenced.The insurance indicated on the Certificate shall be subject to its approval
for adequacy and protection.The certificate will state the types of coverage provided,
limits of liability,and expiration dates.The COUNTY shall be identified as an Additional
Named Insured for each type of coverage required by Section(a)(2)through(a)(6)
above.The required certificates of insurance may refer specifically to this Agreement and
the above sections in accordance with which such insurance is being furnished,and may
state that such insurance is as required by such sections of this Agreement.
The DEVELOPER shall provide a Certificate of Insurance to the County with a
thirty(30)days'notice of cancellation.In addition,the County will be shown as
Additional Named Insured,with a Hold Harmless Agreement in favor of the COUNTY,
where applicable.The certificate should also indicate if coverage is provided under a
"claims made"or"per occurrence"form. If any coverage is provided under a claims
made form,the certificate will show a retroactive date,which should be the same date as
the Agreement(original date if Agreement is renewed)or prior.
If the initial insurance expires prior to the completion of work,renewal
certificates and/or required copies of policies shall be furnished thirty(30)days prior to
the date of their expiration.
Section 12.Removal and Restoration.
(a) Ownership of Equipment. Except as otherwise provided in this
Agreement,the LFG Utilization Facility and related equipment shall remain the personal
property and/or responsibility of DEVELOPER(collectively"DEVELOPER's
Equipment").
(b) Transfer of Ownership upon Expiration or Termination. Upon the
expiration or termination of the Agreement,the below-ground portions of the LFG
Utilization Facility and LFG Management System shall become the personal property
and responsibility of COUNTY.DEVELOPER shall have no further responsibility with
respect to the below-ground portions of the LFG Utilization Facility and LFG
Management System after DEVELOPER conveys title to such equipment, fee and clear
of any encumbrances,liens or security interest.
Notwithstanding the above,within sixty(60)days after the expiration or
termination of this Agreement,the DEVELOPER shall,at its sole expense,remove the
LFG Utilization building and all above-ground portions of the LFG Utilization Facility
Page 18 of 29
and any m; ocialed"transmission equipment from the Landliil and return the LPG
Utilization Facility Sit(,to its original condition.
Nothing in this Scetionn 12 shall be construed to create on ohligntioll on the
COUNTY to buy anv portions of the LFG Ahmagenient System and LFG Utilization
rttcifity. Shunld DUNT-LOPER fail to remove DFIVELOPER's building and Equipment as
required uncle this Section 12,stick property shall be dceiried abandoned and shall
become file property of COUNTY. Should the COUNTY incur cost associated with the
removal of the abandoned building,cquiptnout and/or site restoration associated with
such abandonment,the DEV FLOPi:R chill he liable jor such cost.This:liahility shall
expire thvelve(12)months after the abandowilent i€the COUNTY has.notnotifed the.
DFVF;LOPF.R in writin,,that site clean-up has heeii completed or is.undesway includiuL,
the actual or estimated cosrOf such clean-up.
(c) Removal and Restoration Rond. Before'staitiirg Commercial Operations
and throughout the temp of this A-reement,DEVELOPER shall procure and maintain;I
bond or financial security instrument under fonns acceptable and approved by the
COUNTY to ctisure the removal clf the DEVELOPFR's facilities and the restoration of
the land upon the expiration or termination of this Agreement.The annnnri of the bond or
linaneinl security instnuncnl shall be Filly Thousand and No/100 Dollars(S50,000I.00).
Section 13. Force Riajeure. if by reason of Force 4lajeurz either party is unable
to carry out,cilhu-in whole or in part,its obligations herein contained,Such parry shall
not be deemed in da huh:thuing the nvttinuatinn of such inability,provided that:
('a) 'I lie non-perRimling party,as soon as possible but no later than two(2) .
weeks after the occnrrenec cif the cause of the Force tVlajeure,gives(he other parr+
written notice describing the particulars of the Occurrence;and
(b) The suspension of performance he of no !greater scolic and of no longer
dlinmou than is required by the Force 04ajcurc;and
(c) No obligations of either party which arose prior to the occan-cnce causing
tine suSpcnSion of Perrurmancc be excused as a result of the occurrence;and
(d) That the non-perforiniite party endeavors to rcnu:dy with❑Il reasonable
dispatch the cause or causes preventing it from carrying out its obligations.
Neither party shall be required to setilo strikes, lockouts,or other indusirinl
disturbances by accedine to the demands N'the.opposing par tv or parties v:hcu such
course is;in its judprnent,not in its hest interest,The fee:required to be paid by
DEVEI-OPER set forth in Scction 00))shall not.apply,and DF:V(i:I,OP6R shall he
relieved of its obligation there from,so long as an event of Force \•laicure has occurred
mid is continuing:
Section 14.Terminntion.
Pace 19'of29 _
I
(a) DEVELOPER's Default.The failure of the DEVELOPER to comply with
any provision of this Agreement shall place the DEVELOPER in default.Prior to
terminating the Agreement,the COUNTY shall notify the DEVELOPER in writing.
Notification shall make specific reference to the provision which gave rise to the default.
The COUNTY shall provide the DEVELOPER thirty(30)days to propose a written
4 remedy and schedule,which shall not be unreasonably withheld,delayed,or conditioned.
If the COUNTY disapproves of DEVELOPER's proposed remedy and schedule,the
COUNTY may,at its sole option,direct an alternative remedy and schedule or provide
DEVELOPER with ninety(90)days prior written notice of termination.
Events of default by DEVELOPER warranting termination by COUNTY shall
include,but not be limited to,one or more of the following:
(1) the filing by or against DEVELOPER of a petition in bankruptcy
or the complete cessation of the business operations of DEVELOPER; .
(2) failure by DEVELOPER to pay the fees due the COUNTY
pursuant to Section 6,Payment;
(3) failure by the DEVELOPER to maintain the LFG Utilization
Facility,the Landfill's Flare Station(s),and all associated DEVELOPER supplied
equipment in good working order throughout the term of this Agreement;
(4) failure to operate the system or to maintain compliance with
environmental regulations and noise limitation and odor control requirements;
(5) failure to pay for any damages assessed to the DEVELOPER;
(6) failure to commence Commercial Operations within eighteen(18)
months from the effective date of this Agreement.
(b) Repeated Defaults by DEVELOPER.In the event that the DEVELOPER's
record of performance shows that the DEVELOPER has frequently,regularly or
repetitively defaulted in the performance of any of the material covenants and conditions
required herein to be kept and performed by the DEVELOPER and regardless of whether
the DEVELOPER has corrected each individual condition of default,the DEVELOPER
may be deemed al habitual violator"and all of said defaults may be considered
collectively to constitute a condition of default.The COUNTY may thereupon issue the
DEVELOPER a final warning citing the circumstances therefore,and any single material
default by the DEVELOPER within one(1)year after said warning shall be grounds for
termination of this Agreement.In the event of any such single subsequent default within
one(1)year,the COUNTY may terminate this Agreement upon the giving of written
Page 20 of 29
final notice to the L`F.VEL:OPE.iI. file COUNTY's Director of Solid Witsie shunt i)e the
sole authority to determine and deem the DEVELOPER as a"habitual violator."
(c) C-Ut-lY's Ile-ki lt.The failure of the COI IN],),to comply with any
provision of ittis Agreement shall place the COUNTY in dcibuli.Prior to tenninating the
Agreement,the DF.VEI.OPI R shall no(ify the COUNTY in tvritin .Notification shall
make specific rcicrencc lu thu provision which gave rise to the default.Tile
DEVELOPEiIt shall provide the COUNTY thirty(30)days to propose a w*inen remedy
and schedule which shag sot forth the spccilic timeframe for curio:;default.in the event
COUNTY fails to cm'e,the lie Cali It,DI�NFLOPER may provide CO11N'fY with a ninety
(90)day prior written notice otterminotiuu. Upon termination C'OUNfY shall pay
DEVELOPER an amount for capital expenditures liar the above:ground portion of the
LF(i ttilization facility in accordance with the schedule attached hereto as exhibit B or
the DEVELOPER may remove the above-ground portion of thu LF(I Utilization Facility
Pit the DEV EL:OPFR's Option.
(d) Termination for fnsufticicnt Ouantifics of LFG.Should the DEVF-OPHR
determine, followins,1_17(" Utilization Facility start-up, that LFG can no longer be
reasonably recovered from [tie Landfill in Commercial Quantities,DEVELOPER shall
have the right to surrender and terminate this Agreement including its rights to the LFG
upon ninety(90)days prior w riticu notice to COUNTY. in the event of such termination
by the DEVELOPER,
(1) the DEVELOPER shall continuo to make payments to the
C'Ot Ni`)' tier the right to and use of the LFG in accordance with Section G(b),whichever
is in effect at the lima, fur it tlu-ec(3)month period fblloNvin«notification of tennination;
(2) the DI'.VE.LOPER shall contimto to make payments for any ninnies
due to the COUNTY for the sale of dw acncficial E.nd (ae Product and ally other itloniey
required by the provisions Of this Agreement.
Seetiml 15- Diinlages rod Achnims[rative Chars;es_ Fi cept where otherwise
specifically provided,the measure of danus8es to be paid by[lie DFN%FL.OPER to the
COUNTY due to any failure sty the DFVE.i.OPER to muci any of its ohiigations under
this Al!reemcni shall be the nclnal damages incurred by the CO[iNl'Y.Said tlamagus
shall include. but shall not he IlMited to,file following damagcs:
(aQ Th=CC'OUN:I'Y's Damaszus in the.Ect�nl of Defatdt by Dt;Vi'i OPFR. [Rile
COUNTY terninatis this Agreement because of a default by the DEVELOPER_the
DFVLLOPhR shall he Iiahle to the COUNTY for all actual danuti-es incurred by the
COI:VfY 15 a restdt of DEVELOPER's dcFttdt.
(b) 7 hc_CO(JNTY's Damages !)Ile to DEVI,i[_OfPER_s Falltu'e to
(olll;lR «ith_Hnvironment ll Revtllmioi[s. if the.DI V ELOPER fails to comply with ally
PaLze 21 o f p _-
applicable environmental regulations,the DEVELOPER shall pay to the COUNTY the
following:
(1) All lawful fines,penalties,and forfeitures charged to the
COUNTY by any governmental agency charged with enforcement of environmental laws
and regulations or judicial orders.
(2) The actual costs,including,but not limited to,legal,administrative
and any associated fees,incurred by the COUNTY as a result of the failure to comply
with the environmental regulations including any costs incurred in investigating and
remedying the conditions which led to the failure to comply with the environmental
regulations.
(c) Administrative Charges.The parties acknowledge and agree that it is
difficult or impossible to accurately determine the amount of damages that would,or
might,be incurred by the COUNTY due to those failures or circumstances described in
this section of the Agreement and for which the DEVELOPER would otherwise be liable.
Accordingly,administrative charges may be assessed against the DEVELOPER for the
following failures to comply with the Agreement:
(1) If DEVELOPER fails to operate and perform the system within
permit and/or regulatory requirements or standards,the COUNTY shall give Notice to
the DEVELOPER of the foregoing failure.If the DEVELOPER fails to remedy the
foregoing failure within two(2)days of the receipt of the Notice from the COUNTY,
administrative charges in an amount equal to fifty(50%)of the"daily average payment"
to the COUNTY for the sale of the Landfill's LFG shall be assessed against the
DEVELOPER per day until such time as the DEVELOPER has remedied the foregoing
failure. If it is not possible to remedy the failure within two(2)days of receipt of the
Notice,the DEVELOPER and COUNTY shall agree to a reasonable extended time
period.The"daily average payment"shall be based on normal historical operating days
for the six(6)month period immediately preceding the COUNTY's Notice.
(2) If DEVELOPER fails to keep and utilize the LFG Utilization
Facility at the levels of manpower and equipment necessary to adequately operate the
system,the COUNTY shall give Notice to the DEVELOPER of the foregoing failure.If
the DEVELOPER fails to remedy the foregoing failure within one(1)week of the receipt
of the Notice from the COUNTY,administrative charges in the amount equal to fifty
percent(50%)of the"daily average payment"to the COUNTY for the sale of the
Landfill's LFG shall be assessed against the DEVELOPER per day until such time as the
DEVELOPER has remedied the foregoing failure.If it is not possible to remedy the
failure within one(1)week of receipt of the Notice,the DEVELOPER and COUNTY
shall agree to a reasonable extended time period. The"daily average payment"shall be
based on normal historical operating days for the six(6)month period immediately
preceding the COUNTY's Notice.
Page 22 of 29
(3) If DEVELOPER fails to supply information or reports required by
the COUNTY and/or any regulatory agency within the timeframe agreed to by the
COUNTY and/or regulatory agency,the COUNTY shall give Notice to the
DEVELOPER of the foregoing failure.If the DEVELOPER fails to remedy the foregoing
failure within ten(10)days of receipt of the Notice from the COUNTY,administrative
charges in the amount of One Hundred and No/100 Dollars(S l00.00)per day shall be
assessed against the DEVELOPER until such time as the COUNTY determines that the
DEVELOPER has remedied the foregoing failure. If it is not possible to remedy the
failure within ten(10)days'receipt of the Notice,the DEVELOPER and COUNTY shall
agree to a reasonable extended time period.
Section 16.Representations and Warranties.
(a) Warranties of COUNTY.COUNTY hereby agrees,warrants,and
represents to DEVELOPER,as of the date of execution of this Agreement,that:
(1) The COUNTY has not entered into any other agreements with
respect to the LFG conveyed to DEVELOPER under this Agreement or with respect to
any of the other rights conveyed to DEVELOPER pursuant to Section 2 of this
Agreement.COUNTY warrants that DEVELOPER shall take the LFG free and clear of
any liens or encumbrances.COUNTY hereby warrants to DEVELOPER that COUNTY,
City of Fort Collins and City of Loveland have the title to the Landfill Property,access to
the Landfill Property,and the LFG.
(2) No part of the LFG project was financed by grants or subsidized
energy financing and the energy credit was not claimed with respect to property used in
such recovery Project.
(3) The execution and delivery of this Agreement and related
documents have been duly authorized,and constitute legal,valid,and binding obligations
of the COUNTY which are enforceable in accordance with their terms and do not violate
any law,rule or regulation.
(4) As of the effective date of this Agreement,the solid waste that the
COUNTY accepts for disposal within the solid waste disposal units is nonhazardous solid
waste.COUNTY also covenants that during the term of the Agreement,COUNTY will
continue to accept only nonhazardous solid waste or material deemed nonhazardous in
nature.
(b) Warranties of DEVELOPER.DEVELOPER hereby agrees,warrants and
represents to COUNTY,as of the date of execution of this Agreement,that:
(1) DEVELOPER is a duly organized,validly existing entity in good
standing under the laws of the State of Colorado.DEVELOPER has all requisite
corporate power to own its properties and to carry on the business that is now being
Page 23 of 29
conducted,to execute and deliver this Agreement and to engage in the transactions
contemplated in this Agreement.
(2) The execution,delivery and performance by DEVELOPER of this
Agreement is within the corporate powers of DEVELOPER,have been duly authorized
by all necessary corporate action,and do not violate any law,rule or regulation,or the
terms of the articles of incorporation or bylaws of DEVELOPER.
Section 17.Assignment. The COUNTY and DEVELOPER shall bind
themselves and their respective successors and assigns in all respects to all of the terms,
conditions,covenants,and provisions of this Agreement.Neither party hereto may sell,
assign or transfer this Agreement or any interest it may have hereunder,without prior
written approval of the other party,such approval to be not unreasonably withheld,and
provided that any such assignment shall not unduly interfere with the rights of the non-
assigning party hereunder,and further provided that such assignee agrees to be bound by
the terms of this Agreement to the same extent as assignor. In no event will assignment
relieve the assignor of its obligations hereunder.Nothing herein shall be construed as
creating any personal liability on the part of any officer or agent of COUNTY or
DEVELOPER,nor shall it be construed as giving any right or benefit hereunder to
anyone other than the COUNTY or the DEVELOPER.
Section 18.Notices. Any notice to be given under this Agreement shall be in
writing and shall be deemed to have been properly given and received(i)when delivered
in person to the authorized representative of the party to whom the notice is addressed,or
(ii)on the date received as indicated on the prepaid certified or registered receipt when
sent by prepaid mail,return receipt requested,to the party to be notified at the address
indicated as follows:
To DEVELOPER:
Timberline Energy,LLC
15420 West Archer Drive
Golden,CO 80401
To COUNTY:
Larimer County
Director of Solid Waste
PO Box 1190
Fort Collins CO 80522-1190
Either party may change such representative or address under this Agreement by
providing written notice to the other party.
Section 19.Taxes.DEVELOPER shall,'during the term of this Agreement,pay or
arrange for the payment of all general taxes that may be levied upon or assessed against
Page 24 of 29
the system,facilities,equipment,machinery and improvements constructed or installed
by it in,on,or adjacent to the Landfill.
Section 20.Interest of Members of COUNTY and Others.No officers,
members,or employees of the COUNTY,no member of its governing body,no other
public official of the governing body of the locality or localities in which services for
facilities under this Agreement are to be carried out,who exercise any functions or
responsibilities in the review or approval of the undertaking or carrying out of this
Project,shall participate in any decision relating to this Agreement which affects their
personal interest,or have any personal interest,direct or indirect,in this Agreement or the
proceeds thereof.
Section 21.Interest of DEVELOPER.DEVELOPER covenants that it presently
has no interest and shall not acquire an interest,direct or indirect,which shall conflict
with the performances or services required to be performed under this Agreement.
Developer further covenants that in the performance of this Agreement,the
DEVELOPER shall employ no person having any such interest.
Section 22.Covenant against Contingent Fees.DEVELOPER warrants that it
has not employed nor retained any company or person,other than a bona fide employee
working solely for DEVELOPER,to solicit or secure this Agreement,and that it has not
paid or agreed to pay any person,company,corporation,individual or firm,other than a
bona fide employee working solely for DEVELOPER,any fee,commission,percentage,
gift,or any other consideration contingent upon or resulting from the award or making of
this Agreement.For the breach or violation of this section,the COUNTY shall have the
right,but not the duty,to terminate this Agreement without liability,and,at its discretion,
to deduct from the Agreement such price,or otherwise recover the full amount of such
fee,commission,percentage,gift or other consideration.
Section 23.Potential Conflicts of Interest DEVELOPER is specifically aware
of,and concurs with,the public need for the COUNTY to prohibit any potential conflicts
of interest that may arise as a result of the execution of this Agreement.As a result,
DEVELOPER has extensively reviewed all of its contracts,letters of agreement,and any
other indication of commitment on its behalf to perform services for any client other than
Larimer COUNTY,which could in any way present the reasonable possibility of an
actual conflict of interest with Larimei COUNTY.DEVELOPER has not identified any
such contracts.
In view of the potential of this Agreement being a long-term contractual
relationship between the parties,DEVELOPER specifically agrees to comply with the
following organizational requirements in performing its services under this Agreement:
(a) Direct supervision of DEVELOPER employees and agents under this
Project shall be given by Greg Tilden,Timberline President.
(b) DEVELOPER specifically warrants and agrees that any and all
information,concepts,policies and regulations relating to the Project under this
Page 25 of 29
Agreement shall be held by DEVELOPER in strict confidentiality within DEVELOPER's
Project Team,except as may be affected by The Colorado Open Records Act.No
dissemination of any such information by DEVELOPER shall be made until after clear
written authorization to do so has been granted by the COUNTY,except as may be
otherwise required by law or directed by COURT Orders and except for disclosures to
DEVELOPER's legal counsel or accountants.Notice of such disclosures permitted
hereunder shall be immediately given to the COUNTY.
Section 24.Records and Audits.If federal funds are used for any work under
this Agreement,the Comptroller General of the United States,or any of his duly
authorized representatives,shall have access to any books,documents,papers,and
records of DEVELOPER which are directly pertinent to work performed under this
Agreement,for purposes of making audit,examination,excerpts,and transcriptions.
The COUNTY and its auditors shall be entitled to audit the books and records of
the DEVELOPER to the extent that such books and records relate to the performance of
this Agreement.DEVELOPER agrees to maintain such records and accounts including
all books,documents,papers,financial records and other evidences pertaining to work
performed under this Agreement.Said records shall be made available at its office at all
reasonable time during the term of this Agreement,and for three(3)years from the date
of final payment under this Agreement,for audit or inspection by the COUNTY,or any
of its duly authorized representatives,unless a shorter period is authorized by the
COUNTY in writing.
Section 25.Equal Opportunity Employment.DEVELOPER agrees that it will
not discriminate against any employee or applicant for employment for work under this
Agreement because of race,color,religion,sex,age,national origin,or disability and will
take affirmative steps to ensure that applicants are employed and employees are treated
during employment without regard to race,color,religion,sex,age,national origin,or
disability.This provision shall include,but not be limited to,the following:employment,
upgrading,demotion or transfers;recruitment advertising;lay-off or termination;rates of
pay or other forms of compensation;and selection for training,including apprenticeship.
Section 26.Claims for Services. No claim for services rendered by
DEVELOPER not specifically provided for in this Agreement will be honored by the
COUNTY.
Section 27.Severability.If any of the provisions contained in this Agreement are
held for any reason to be invalid,illegal,or unenforceable,such a holding shall not affect
any other provision,and this Agreement shall be construed as if such invalid,illegal,or
unenforceable provision had never been contained herein.
Section 28.Modifications or Amendments in Writing.No modification,
amendment or alteration in terms or conditions contained herein shall be effective unless
contained in a written document executed by the parties with the same formality as
herein.
Page 26 of 29
Section 29.Illegal Aliens.
Illegal Aliens-Public Contracts For Services
1. The Contractor certifies that the Contractor shall comply with the provisions of
C.R.S. 8-17.5-101, et. seq! The Contractor shall not knowingly employ or
contract with an illegal alien to perform work under this contract or enter into a
contract with a subcontractor that fails to certify to the Contractor that the
subcontractor shall not knowingly employ or contract with an illegal alien to.
perform work under this contract.
2. The Contractor represents,warrants,and agrees that it(a)has verified that it does
not employ any illegal aliens,through participation in the Basic Pilot Employment
Verification Program administered by the Social Security Administration and the
Department of Homeland Security, or (b) otherwise will comply with the
requirements of C.R.S.8-17.5-102(2)(b)(I).
3. The Contractor shall comply with all reasonable requests made in the course of an
investigation by the Colorado Department of Labor and Employment. If the
Contractor fails to comply with any requirement of this provision or C.R.S. 8-
17.5-101, et. seq.,the County may terminate this Contract for breach of contract,
and the Contractor shall be liable for actual and consequential damages to the
County.
4. The Contractor shall not use the procedures of the Basic Pilot Employment
Verification Program administered by the Social Security Administration and the
Department of Homeland Security to undertake pre-employment screening of job
applicants while this Contract is being performed.
5. If the Contractor obtains actual knowledge that a subcontractor performing work
under this contact knowingly employs or contracts with an illegal alien, the
contractor shall:
a. Notify the subcontractor and the County within three days that the
Contract has actual knowledge that the subcontractor is employing or
contracting with an illegal alien;and
b. Terminate the subcontract with the subcontractor if within three days of
receiving the notice required pursuant to sub-paragraph "a" above, the
,subcontractor does not stop employing or contracting with the illegal
alien, unless the subcontractor provides information to establish that the
subcontractor has not knowingly employed or contracted with an illegal
alien.
Section 30.Miscellaneous
(a) Headings.The headings appearing in this Agreement are intended for
convenience and reference only,and are not to be considered in construing this
Agreement.
(b) Disclaimer of Joint Venture.Partnership and Agency. This Agreement
shall not be interpreted or construed as creating an association,joint venture or
partnership between COUNTY and DEVELOPER or Buyer or to impose any partnership
t Page 27 of 29
obligation or liability upon such parties.Neither COUNTY nor DEVELOPER or Buyer
shall have any right,power or authority to enter into any agreement or undertaking for,or
act on behalf of,or to act as or be an agent or representative of,or to otherwise bind,
another party.
(c) Governing Law.All questions with respect to the construction of this
Agreement and the rights and liabilities of the parties hereunder shall be determined in
accordance with the laws of the State of Colorado.Venue shall be in Larimer COUNTY,
Colorado.
(d) Amendment to Agreement.The COUNTY and DEVELOPER agree that
this Agreement sets forth the entire agreement between the parties,and that there are no
promises or understandings other than those stated herein.None of the provisions,terms
and conditions contained in this Agreement may be added to,deleted,modified,
superseded or otherwise altered,except by written amendment executed by the parties
hereto.Such amendment(s)are not valid,binding and enforceable unless signed by the
Board of County Commissioners or by a COUNTY representative duly authorized by the
Board of County Commissioners.
(e) Successors and Assigns.All of the terms and provisions of this Agreement
shall be binding upon and shall inure to the benefit of and be enforceable by the parties
hereto and their respective successors and permitted assigns.
(f) DEVELOPER Right to Utilization Facility Design.It is acknowledged
that the DEVELOPER and Buyer have or will have expended considerable time and
expense in developing the design for the LFG Utilization Facility and associated
electrical transmission,steam or LFG transmission lines,and,therefore,could consider
such design to be proprietary.The COUNTY agrees on behalf of itself and its agents and
representatives to maintain the proprietary nature of the design by not constructing like
facilities without the written approval of the DEVELOPER and Buyer.
(g) . Remedies Not Exclusive.The remedies in this Agreement are not
exclusive and supplement any other remedies provided at law or in equity.
(h) Controlling Document. In the event of any inconsistency between this
Agreement and the Wellfield Maintenance Agreement,this Agreement shall control.
SIGNATURE BLOCK BEGINS ON PAGE 29
Page 28 of 29
In Witness whereof,the parties hereto have made and executed this agreement on
the day and year first written above.
ATTEST: Board of County Commissioners
Larimer County,Colorado
COU, T .,By:
Deputy Clerk to the Bong:' 9� Date:
SEAL
Attest: �C(CAOfl" Timberline Energy,LLC,a
Delaware Limited Liability
Company /
B / /
Gregory Wrilffen,President
Dates-�P/ GOR
APPNOVFO l�S OFONM:
CAWhii ATTo Ev
Page 29 of 29
EXHIBIT"A"
Legal Descrintion:
Property Legal Description
The north one-half(N%,)of Section 9,Township 6 North,Range 69 West of the 6"Principle Meridian,
County of Latimer,State of Colorado[Parcel No.96090-00-901].
Note:the property encompasses 325 net acres,more or less(excluding Taft Hill Road R-O-W),and is
owned jointly by the city of Fort Collins(50%6),Larimer County(25%),and the city of Loveland(25%),
recorded in the following Larimer County,Colorado records,respectively:
• Warranty Deed recorded January 1963 in Book 1193 at Page 123.
• Quit-Claim Deed recorded November 1967 in Book 1375 at Page 863.
• Quit-Claim Deed recorded December 1967 in Book 1376 at Page 187.
EXHIBIT"B"
Above Ground FaeiEW
Capital Expenditure
$700,000.00
This amount will be verified with actual receipts. This amount will be decreased
each year using-straight-line depreciation over 20 years. This schedule is only for
use if County defaults on agreement.
,aw tS aea .tti `�` F i 4r '
Ni
z T'earkt� _ mOunYe r���' Year r 1 Amount
.rt "" .�<szcnzuaamns
l S700,000.00 $350,000.00
2° ( S60,000.00 ����—f :12`" f $3t5,000.00
"1 I S630,000.00_ _ I � 131 ( $280,000.00
$595,000!)
F— 5'r� S560,000.00 I 15'F_ $210,000.00
6(" . S525,000.00 1 16" � � $175,000.00
$490,000.00 _�� 171F' 1 $140,000.00
$455,000.00 18"
`$420.0_00.00� $70,000 00
l0`h $355,000.00 �._ - Tu20th S35.000.00
FIRST ADDENDUM!TO LANDFILL.GAS PURCHASE AGRF.Ii,V11 N'1'
This First Addendum to Landfill Gams Purchase Agreement is made and entered into this
20th day of blay.2009 between TLIVIk;RBL11SIF, ENERGY,LLC,a Delaware Limited Liability
Company,doing business at 14694 Orchard Parkway Suite 200 Westminster,Colorado,80023.
("Developer")and LARIMER COUNTY,a political subdivision of the State of Colorado,by
and through its Board of'County Commissioners.whose address is 200 W.Oak.fort Collins,
Colorado, 30521 ("County").
WIIEREAS,Developer and County entered into a Landfill Gas Purchase Agreement
("Agreenment")effective January I6,2003:and
WI IEREAS,the Agreement provided that Developer was to commence Commercial Operations
within 13 months rrom the effective date of the Agreement(i.e.,by July 16.2009):and
WHEREAS.Developer is unable to commence Commercial Operations on or before July 16,
2009:anti
WHEREAS,County is willing to extend the date For commencement of Commercial Operations
provided Dcveloper nmcc:ts specified benchmarks by specified dates.
IOW,TLIEREFORE.in consideration oFthc premises and mutual promises and conditions
contained herein,the parties mutually agree as follows:
1'he Agreement shall be and is hereby modified as follows:
In Section 6 13 the units of gas are amended to read "--- 110,000 M\dBTU"
In Section is Timberline Ener_ys address is amended to read"14694 Orchard Parkway Suite
200 Wesuninstcr.Colorado 80023"
Developer shall meet the following benchmarks:
I. No later than June 30, 2009, Developer shall award the collection system contract.
2. No later than October 16,2009,Developer shall complete construction of the collection
system and the system shall be operational.
3. No later than October 30.2009,the dare shall be operational.
4. No later than April 30.2010,Commercial Operations shall commence.
In the event Developer Fails to complete the work components by the dates Specified in
paragraphs 1-4 above,County may,at its option,in its sole discretion and without liability
therefore,terminate the Landfill Gas Purchase Agreement upon Giving to Developer written
notice of termination.
6. Except as modified herein,all terns and conditions of the Agreement remain in full force
and effect.
t
In witness whereof,the parties hereto have made and executed this Addendum effective as of the
day and year first written above.
BOARD OF COUNTY COMMISSIONERS OF
LARIMER COUNTY,COLORADO
By:
ATTEST:
'°\\CORN
eputy Clerk tc tf o d e' :�'<
=g SEAL'x
TIMBERLINE ENERGY,LLC,a Delaware
Limited Liability Company
By:
Name: _ ry
Title: F
r '
\
ISHDocs/Caunty/Fint Addcndum to Landfill Gas Purchase Agreement
a>F
aSSR Y EY
NOTICE AND CONSENT FOR ASSIGNMENT OF LANDFILL GAS PURCHASE
AGREEMENT
THIS NOTICE AND CONSENT FOR ASSIGNMENT OF LANDFILL GAS
PURCHASE AGREEMENT(this"Consent"),is made and entered into and effective
Aug._,2009,by and between LARIMER COUNTY, a political subdivision of the
State of Colorado,by and through its Board of County Commissioners,whose address is
200 W.Oak,Fort Collins,Colorado 80521 ("County),LARIMER ENERGY,LLC,a
Delaware Limited Liability Company doing business at 14694 Orchard Parkway,Suite
200,Westminster,Colorado 80023("Latimer Energy),and TIMBERLINE ENERGY,
LLC,a Delaware Limited Liability Company doing business at 14694 Orchard Parkway,
Suite 200,Westminster,Colorado 80023("Timberline").
The purpose of this Consent is to carry out the assignment of Timberline's
interests in that certain Landfill Gas Purchase Agreement dated January 16,2008,as
amended on May 20,2009(the"Agreement"),to Larimer Energy.
1. Pursuant to Section 17 of the Agreement,Timberline hereby assigns
all Timberline's rights and obligations in the Agreement to Larimer
Energy.
2. Larimer Energy hereby accepts the assignment provided in paragraph
1 of this Consent and agrees to be bound by the terms of the
Agreement to the same extent as Timberline,and to assume all rights
and obligations of Timberline under the Agreement.
3. The County hereby consents and approves of the assignment of the
Agreement from Timberline to Latimer.
SO AGREED.
Board of County Commissioners
Larimer County,Colorado
Title:
4�
Timberline Energy,LLC L—
e. �' O
Larimer Energy,LLC
e: fis��L
wTe. -21-09
sj a "Too wan-
W111iA &=� j—
M=M T Coux"ATTOMY
Exhibit B Page 1 of
Proposed Methane Gas Project
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Exhibit_B Page 2 of 2
PROPOSED METHANE GAS PROJECT AREA AT THE LANDFILL - DETAILED MAP
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—_ NE CORNER SECTION 9
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