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Home My WebLink About23-19 Purchase of Hokestra Gravel Pti Structural Fill Material TSG Del Camino, LLC 1-25-2023RESOLUTION 23-19 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE COLORADO APPROVING AN AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND TSG DEL CAMINO, LLC FOR THE PURCHASE OF HOKESTRA GRAVEL PIT STRUCTURAL FILL MATERIAL WHEREAS, the Town of Firestone ("Town") will purchase from Weld County two stockpiles of structural fill material at the Hokestra Gravel Pit generated by Weld County's mining process; and WHEREAS, the Town has agreed to purchase additional material resulting from Weld County's mining activities at the Hokestra Gravel Pit; and WHEREAS, TSG Del Camino, LLC ("Del Camino") desires to purchase the Hokestra Gravel Pit materials acquired by the Town for use in its economic development project located within the Town. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE COLORADO: The Agreement between the Town of Firestone and TSG Del Camino LLC for the purchase of Hokestra Gravel Pit Structural Fill Material is approved in substantially the same form as the copy attached hereto as Exhibit A and made a part of this resolution and the Mayor is authorized to execute the Agreement on behalf of the Town. PASSED AND ADOPTED this 25' day of January 2023. SEAL /11—M-0 Cf. I�1 By: kriki K. Bashor, Town Clerk TOWN OF FIRESTONE COLORADO By. Drew Alan Peterson. Mayor APPROVED AS TO FO By: 400 William P. Hayashi. Town Attorney Pagel of 2 EXHIBIT A AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND TSG DEL CAMINO, LLC FOR THE, PURCHASE OF HOKESTRA GRAVEL PIT STRUCTURAL FILL MATERIAL 4 pages Page 2 of 2 AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND TSG DEL CAMINO, LLC FOR THE PURCHASE OF HOKESTRA GRAVEL PIT STRUCTURAL FILL MATERIAL WHEREAS, the Town of Firestone ("Firestone") has purchased from Weld County two stockpiles of structural fill material ("material") at the Hokestra Gravel Pit generated by Weld County's mining process; and WHEREAS, Firestone also agreed to purchase additional material resulting from the mining activities at the Hokestra Gravel Pit; and WHEREAS, TSG Del Camino, LLC ("Del Camino") desires to purchase the Hokestra Gravel Pit materials acquired by Firestone for use in its economic development project located within the Town of Firestone. NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: 1. TERM: This Agreement shall be effective from its date of execution and terminate on June 30, 2023. 2. CURRENT STOCKPILES OF MATERIALS: Firestone has agreed to purchase the two stockpiles of materials identified in Exhibit A, which is attached hereto and made a part of this Agreement. 3. PARTIES' OBLIGATION TO COORDINATE MATERIAL REMOVAL: The parties will coordinate material removal such that both Firestone and Del Camino can be present at the Gravel Pit (4209 County Road 24.5) which is where the materials are stored. Weld County will provide access for the parties to Gravel Pit to remove the two stockpiles and any additional materials purchased by Del Camino from Firestone. Removal of the materials shall be in accordance with Weld County's requirements. 4. FIRESTONE'S OBLIGATIONS DURING MATERIAL REMOVAL: Firestone will be responsible for obtaining all permits needed to move materials from the Gravel Pit to Del Camino's chosen destination; however Del Camino shall be responsible for the cost of removal of all stockpiles of materials which it purchases from Firestone. Del Camino will be responsible for all traffic control on County Road 24.5 and Firestone Boulevard. Del Camino will be responsible for any mud tracked by its vehicles onto County Road 24.5 and Firestone Boulevard. Del Camino will employ mitigation for any dust generated as a result of the loading or unloading of material. Firestone will not dig below the surrounding grade of the material stockpiles. Del Camino will leave the ground surface flat at the current elevation. Del Camino will perform all work under this Agreement in a manner consistent with the professional standard governing such work and the provisions of this Agreement and will conform to the performance standards and requirements set in compliance with the ordinances, resolutions, rules and regulations of the town and in compliance with other applicable laws. Page 1 of 4 5. PAYMENT FOR MATERIALS: The purchase price for the two existing stockpiles of materials under this Agreement shall be $267,336.00, which Firestone acknowledges is the equivalent price Firestone paid Weld County for such materials. Del Camino may purchase additional stockpiles of material from Firestone at the same cost Firestone pays Weld County for such additional materials, a rate of $4.00 per cubic yard. Payment shall be due no later than thirty days after Del Camino takes possession of the materials. 6. NO ASSIGNMENT: Any assignment by either Party under this Agreement shall be null and void without prior written consent from the other Party. ENTIRE AGREEMENT: This writing, together with the exhibit attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter herein, and shall be binding upon the Parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of the Parties. S. NO THIRD -PARTY BENEFICIARY ENFORCEMENT: It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the Parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in the Agreement. It is the express intention of the Parties that any entity other than the Parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 9. SEVERABILITY: If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable, this Agreement shall be construed and enforced without such provision to the extent that this Agreement is then capable of execution within the original intent of the Parties. 10. MODIFICATION AND BREACH: This Agreement contains the entire agreement and understanding between the Parties and supersedes any other agreements concerning the subject matter of this transaction, whether oral or written. No modification, amendment, notation, renewal, or other alteration of or to this Agreement shall be deemed valid or of any force or effect whatsoever, unless mutually agreed upon in writing by the Parties. No breach of any term, provision, or clause of this Agreement shall be deemed waived or excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party, or waiver of, a breach by any other Party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach. 11. NOTICES: All notices required herein shall be personally delivered or mailed via First Class Mail to the Parties' representatives at the addresses set forth below: TOWN OF FIRESTONE TSG DEL CAMINO, LLC A.J. Krieger Michael H. Staenberg Town Manager Manager 9950 Park Avenue 2127 Innerbelt Business Center Dr., Ste. 200 Page 2 of 4 Firestone, CO 80504 Phone:303-833-3291 St. Louis, MO 63114 Phone: 314-513-1500 12. NO WARRANTY: Firestone makes no warranty regarding the suitability of the material for any intended use by Del Camino. 13. GOVERNING LAW: This Agreement shall be governed by the laws of the State of Colorado and venue for any dispute shall be in the District Court for Weld County. 14. NON -APPROPRIATION: Nothing herein shall constitute a multiple fiscal year obligation pursuant to Colorado Constitution Article X, Section 20 and any obligation of Firestone is subject to the annual appropriation of funds by its Board of Trustees. Any failure of a Board of Trustees to appropriate funds shall terminate this Agreement upon expenditure of all appropriated funds. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate of the day and year first hereinabove written. ATTEST: Acting Town Clerk APPRO�FORM• By: William P. Hayashi Town Attorney AT M TOWN OF FIRESTONE, COLORADO By: Die an eterson Mayor SEAL TSG DEL CAMINO, 0 Page 3 of 4 EXHIBIT A Page 4 of 4