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PITKIN COUNTY SOLID WASTE CENTER CONTRACT:
EARLY TERMINATION AGREEMENT /�r Pr,, u '« elx-1''�/
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THIS EARLY TERMINATION AGREEMENT ("Agreement") is made and entered into
as of this 2y day of November, 2015, by and between the COUNTY OF PITKIN,
COLORADO ("County") and PITKIN COUNTY WASTES SYSTEMS, LLC ("PCWS").
RECITALS
A. County and PCWS are parties to that certain Pitkin County Solid Waste Center
Contract dated April 28, 1999, as amended by various amendments and change orders thereto
(collectively, the "Pitkin Contract") with respect to the operation by PCWS of the Pitkin County
Landfill, Compost Operation and Aggregate Recovery Operation.
B. The term of the Pitkin Contract is currently set to expire on February 29, 2016.
C. County and PCWS now desire to terminate the Pitkin Contract effective as of the
end of business on December 5, 2015, and for County to make a lump-sum payment to PCWS in
connection with such early termination and to settle a dispute regarding previous under-
payments by County to PCWS under the Pitkin Contract, all as more fully set forth in this
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the Recitals, the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable consideration,the
receipt and sufficiency of which are hereby acknowledged by the parties,the parties agree as
follows:
1. Early Termination. County and PCWS hereby agree that the Pitkin Contract shall
terminate as of the end of business on December 5, 2015 (the"Early Termination Date"), with
the same force and effect as if such date were the originally scheduled expiration date of the term
of the Pitkin Contract. PCWS shall continue to perform all of its obligations under the Pitkin
Contract through the Early Termination Date, and County shall continue to pay PCWS in
accordance with the terms and provisions of the Pitkin Contract for all work performed and
services provided by PCWS through November 30, 2015. County and PCWS acknowledge that
payment for work performed and services provided by PCWS under the Pitkin Contract with
respect to the period from December 1 through December 5, 2015, is included in the Termination
Payment provided for in Section 2 below.
2. Termination Payment; Mutual Release. In consideration of PCWS's agreement to
terminate the Pitkin Contract prior to its schedule expiration date, in consideration for work
performed and services provided by PCWS under the Pitkin Contract with respect to the period
from December 1 through December 5, 2015, and in full satisfaction of any and all potential and
actual disputes regarding services provided by PCWS to County under the Pitkin Contract or
separately provided outside of the Pitkin Contract or otherwise, County agrees to pay to PCWS
the sum of Six Hundred Ninety Thousand and No/100 Dollars ($690,000.00) (the "Termination
Payment") in full accord and satisfaction of all sums owed by the County to PCWS and all
claims by PCWS against the County with the exception of(i)the compensation owing to PCWS
for work performed and services provided by PCWS under the Pitkin Contract for the month of
November, 2015, and (ii) continuing work related to topsoil screening as provided in Section 3
below. Such Termination Payment shall be payable by County to PCWS within thirty(30) days
after full execution of this Agreement by the parties hereto. If the Termination Payment is not
made by County to PCWS within thirty days this agreement shall be considered null and void.
In consideration of the PCWS's agreement to waive and compromise any and all
potential and actual disputes regarding services provided by PCWS to County under the Pitkin
Contract or separately provided outside of the Pitkin Contract or otherwise, County hereby
waives and releases any and all disputes and claims that the County now has or may hereafter
have, whether now known or unknown, against PCWS, its members,managers, agents,
contractors or employees relating to or in connection with the Pitkin Contract or work or services
provided by PCWS, its members, managers, agents, contractors or employees in any way related
to the Pitkin County Landfill.
3. Topsoil Screening. Notwithstanding the early termination of the Pitkin Contract,
PCWS agrees to continue to provide topsoil screening services through February 29, 2016, and
County agrees to continue to pay PCWS for the provision of such services, each in accordance
with the existing scope of work and payment terms set forth in the Pitkin Contract.
4. Payment/Performance Bond. County acknowledges that PCWS has provided a
payment and performance bond in connection with its obligations under the Pitkin Contract and
that such bond shall no longer be necessary as of the Early Termination Date. Accordingly,
County agrees to provide a letter to PCWS's bonding agent/company and to take such other
actions as may be reasonably necessary to terminate the bond, each as of the Early Termination
Date, informing such bonding agent/company that such bond is no longer necessary and may
immediately be released.
5. Miscellaneous. This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties hereto. This Agreement sets forth the entire
agreement and understanding of the parties hereto with respect to the subject matter of this
Agreement. Should this Agreement become the subject of litigation between the parties, the
prevailing party shall be entitled to recovery of all actual costs in connection therewith, including
but not limited to, attorneys' fees and expert witness fees. This Agreement may be executed in
counterparts, including any facsimile or electronic copies (e.g. via PDF/email), each of which
shall be deemed an original and all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above.
"PCWS" "COUNTY"
PITKIN 0 I`' TY _ SYSTEMS, LLC COUNTY OF PITKIN, COLORADO
111W Date// 5/15 Date
Larr Giroux, Manager Jon Peacock, County Manager