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HomeMy WebLinkAboutConnection Agree/UWO CITY OF OSHKOSH LEGAL DEPARTMENT 215 CHURCH AVENUE, P.O. BOX 1130, OSHKOSH, WI 54903-1130 PHONE: (920)236-5115 FAX(920)236-5106 LETTER OF TRANSMITTAL To: U.W. Oshkosh Date: June 7, 2012 800 Algoma Blvd. — Dempsy 236 Project: Connection Agreement Oshkosh, WI 54901 From: Carol Marchant, Admin. Assistant Re: Methane Gas Attn: Thomas Sonnleitner Please find: ® Attached ❑ Under Separate Cover ❑ Copy of Letter ® Contracts ❑ Amendment El Report ❑ Agenda El Meeting Notes El Photos El Mylars ❑ Change Order ❑ Plans ❑ Specifications ❑ Estimates ❑ Diskette El Zip Disk ❑ Other Quantity Description 1 Recorded Connection Agreement/Methane Gas ( copy) These are being transmitted as indicated below: ❑ For Approval ® For Your Use El As Requested ❑ For Review&Comment Remarks: Please forward a copy to U.W. Oshkosh Foundation if necessary Sincerely, Carol Marchant Administrative Assistant ' t ro\L cc: City Clerk (original) \`‘ ©� ` Public Works (copy) 5 y City Attorney(copy) '< ,. � ��' ' 1605017 CONNECTION AGREEMENT REGISTER'S OFFICE WINNEBAGO COUNTY, WI Document Number Document Title RECORDED ON O6/04/2.01x 09:50 AM IULIE PAGEL REGISTER OF DEEDS RECORDING FEE 30.00 Recording Area Nuns Name and Return Address Oshkosh City Attorney P.O.Box[130 Oshkosh,WI 54903-1130 90609680000 Parcel Identification Number (PIN) CONNECTION AGREEMENT This document was drafted by; David J.Praska Assistant City Attorney Oshkosh,Wisconsin Date:February 8, 2012 1 ILI • CONNECTION AGREEMENT I. PARTIES: A. This agreement is between the following parties: City of Oshkosh, a Wisconsin Municipal Corporation, 215 Church Avenue, Oshkosh, Wisconsin 54901, Grantor, And The University of Wisconsin — Oshkosh, a subdivision of the State of Wisconsin, 800 Algoma Boulevard, Oshkosh, Wisconsin 54901, Grantee; and, University of Wisconsin —Oshkosh Foundation, Inc., a Wisconsin Non-Stock Corporation, 842 Algoma Boulevard, Oshkosh, Wisconsin 54901, Grantee; and, UW —Oshkosh Foundation -Witzel, LLC, a Wisconsin Limited Liability Company, 842 Algoma Boulevard, Oshkosh, Wisconsin 54901, Grantee. B. Each of the three (3) parties identified as "Grantee," above, retain joint and several benefits and liabilities pursuant to this Agreement and therefore will be referred to collectively as "Grantee." II. PURPOSE A. The Grantees have entered into a partnership in which a commercial-scale dry fermentation anaerobic biodigester has been constructed on the property known as 755 Dempsey Trail, Oshkosh, Wisconsin. Each of the Grantees is utilizing their individual resources to operate this facility for the purposes of teaching, research, sustainable energy production, and carrying out renewable and sustainable energy initiatives. B. Grantee seeks the participation of Grantor in carrying out the intended functions of its anaerobic biodigester. Grantor wishes to participate in, and assist with, these purposes as described in this Agreement. Grantor's involvement with Grantees' biodigester consists of making available to Grantee methane gas that would otherwise be unused or burned off that is created at Grantor's wastewater treatment facility located across Dempsey Trail from the biodigester on property known as 233 North Campbell Road, Oshkosh, Wisconsin. Date: February 8, 2012 2 C. Despite Grantor's participation in Grantee's biodigester venture as described in this document, such participation, cooperation, and assistance does not indicate or imply that Grantor and Grantee are partners or collaborators in Grantee's biodigester project. Grantor's interest in the project is limited to the terms of this agreement. III. TERM This Agreement shall be in effect for a period twenty(20) years unless otherwise terminated as described in this document or otherwise amended in writing by the parties. IV. CONNECTION FACILITIES A. Grantor agrees to allow Grantee access to Grantor's property for the purpose of installing, operating, and maintaining all pipes, meters, and related equipment and facilities required to safely transport methane gas from Grantor's wastewater treatment facility to Grantees' biodigester facility. B. The approval of equipment and facilities necessary to carryout the purpose of this agreement shall be at Grantor's sole discretion. C. The cost of installation, operation, and maintenance of equipment and facilities on Grantor's property shall be at Grantees' sole expense. D. Grantee shall have a limited, revocable, license to enter Grantor's wastewater treatment facility for the purpose of surveying, constructing, operating, and maintaining the methane gas transmission equipment and facilities. The methane gas transmission equipment and facilities shall be located on Grantor's property as generally described/identified in the plans attached hereto as Exhibit A. The construction / installation shall not vary from Exhibit A without the Grantor's written approval. Grantor and Grantee agree that this agreement shall be modified upon completion of the project for the purpose of incorporating the project's as-built plans into this agreement. E. All methane gas transmission facilities and equipment installed by Grantee on Grantor's property shall become property of Grantor immediately and without further notice upon the termination of this agreement. Grantee shall obtain no property rights or interests in Grantor's property through this Agreement. F. Grantee must obtain a privilege in a street and all other necessary permits from the City for the purpose of surveying, constructing, operating, and maintaining methane gas transmission equipment and facilities. The methane gas transmission equipment and facilities shall be located on Grantor's right of way property as generally described/identified in the plans attached hereto as Exhibit A. The construction / installation shall not vary from Exhibit A without the Date: February 8, 2012 3 • Grantor's written approval. Grantor and Grantee agree that this agreement shall be modified upon completion of the project for the purpose of incorporating the project's as-built plans into this agreement. G. All methane gas transmission facilities and equipment installed by Grantee on Grantor's public right of way property shall be removed upon the termination of this agreement. Grantee shall obtain no property rights or interests in Grantor's public right of way property through this Agreement. V. METHANE GAS PROVIDED A. Grantor will provide Grantee with excess methane gas created at its wastewater treatment facility at such times that it may be available. Whether or not methane gas is "available" or in "excess" shall be determined solely at the discretion of Grantor. B. Grantor retains the sole right to control the supply and flow of methane gas to Grantee as conditions dictate. C. Grantor does not guarantee the purity/quality of any methane gas provided. D. Grantee shall have the sole authority to refuse transmission of methane gas from Grantor at any time. E. Grantee shall have the right at any time to burn off methane gas provided by Grantor. VI. COST OF METHANE GAS Grantor shall provide methane gas without any charge for the actual product, except as otherwise described in this Agreement. VII. ADDITIONAL COSTS OF CONNECTION A. Grantee shall be responsible for all costs to design, construct, install, operate, maintain, repair, remove, and/or replace all methane gas transmission and related equipment and facilities. B. Grantees' financial obligations relating to the methane transmission facilities include both its own costs as well as Grantor's fees and costs. C. Grantee shall reimburse Grantor's costs associated with this agreement within thirty(30) days after Grantor submits any reimbursement notice or invoice. Date: February 8, 2012 4 VIII. CONSTRUCTION — INSTALLATION - OPERATION A. Grantee is responsible for the design, construction and installation, operation, maintenance, repair, removal and/or replacement of all methane gas transmission and related equipment and facilities. B. Grantees responsibilities include facilities and equipment on both Grantor and Grantee property, along with public right of way. C. Grantee shall be responsible to the Grantor for damages to the Grantor's waste water treatment facility that may be caused by the connections, piping, valves, and appurtenances. D. Grantee shall obtain all necessary federal, state, and local permits and approvals required for the construction and operation of the methane gas transmission facility. Grantee shall provide a copy of all permits and approvals, including any changes and/or modifications, to the Grantor. E. Grantee shall obtain all necessary wastewater and storm water discharge permits. F. Grantor retains the sole ability to approve or deny any plans proposed by Grantee. Grantor's discretion includes, without limitation, issues relating to design, operation, maintenance, and repair/replacement/removal. G. Grantee is fully responsible and liable for the work of their members, directors, employees, agents, and contractors. H. Grantee shall provide, at its sole expense, Grantor with full and complete as-built drawings upon the completion of the construction and installation of the pipe and related facilities. Examples of information to be identified on the as-built drawings include, without limitation: traceable connections; exact locations; type(s) of pipe; depth; and connection joints. I. Grantee shall provide Grantor, at Grantees' expense, with all information and documentation relating to the methane transmission equipment and facilities within ten (10) business days after the receipt of any written request. J. Grantor retains the right, but not the obligation, to require at its sole discretion that Grantee install or pay for the installation of updated technology related to the subject of this agreement. IX. MAINTENANCE A. Grantee is responsible for all costs for the following maintenance activities for biodigester related equipment and facilities on Grantor's property. Grantee shall Date: February 8, 2012 5 reimburse Grantor in full for all costs associated with all maintenance pursuant to manufacturers requirements, and/or replacement of piping and appurtenances involved with the connection of the gas line from the wastewater treatment plant to the Bioferm digester complex including but not limited to piping, drip traps, flares, flame arrestors, and valves as shown in the project record drawing sheets H1.3 and H1.4, attached hereto as Exhibit B and fully incorporated into this agreement. B. Grantee is responsible for all costs for the following maintenance activities for biodigester related equipment and facilities on or in the public right of way. Grantee shall reimburse Grantor in full for all costs associated with all maintenance pursuant to manufacturers requirements, and/or replacement of piping and appurtenances involved with the connection of the gas line from the wastewater treatment plant to the Bioferm digester complex including but not limited to piping, drip traps, flares, flame arrestors, and valves as shown in the project record drawing sheets H1.3 and H1.4, attached hereto as Exhibit B and fully incorporated into this agreement. C. Grantee is responsible for all costs for the following maintenance activities for equipment and facilities on Grantees' property. Grantee shall perform, at its cost, all associated maintenance pursuant to manufacturers requirements, and/or replacement of piping and appurtenances involved with the connection of the gas line from the wastewater treatment plant to the Grantor's wastewater treatment facility including but not limited to piping, drip traps, flares, flame arrestors, and valves as shown in the project record drawing sheets of the Bioferm Facility. X. TERMINATION A. This Agreement may be terminated by either party for any reason upon providing the other party with written notice no less than sixty (60) days prior to termination. B. This agreement may be terminated immediately by either party upon the discovery of imminent threat of significant injury to the health and safety of employees or agents of any party, or to the public. A party exercising the immediate termination of this Agreement shall notify the other party of the circumstances as soon as practicable after the termination. C. In the event that this Agreement is terminated by either party, then the methane gas transmission pipe shall be capped at each party's respective property line. The pipe in the public right of way shall be removed. All such abandonment or discontinuance, whether permanent or temporary, shall be at Grantee's expense. Grantee shall provide written documentation that all pipes have been capped. XI. ASSIGNMENT Date: February 8, 2012 6 This Agreement shall not be assigned, conveyed, or transferred in any way to another party without the prior written approval of the other party. Assignment, conveyance, or transfer without prior written approval shall result in the automatic termination of this Agreement, without further notice. XII. HOLD HARMLESS A. Subject to any limitations contained in Sec. 893.80 and any similar statute, of the Wisconsin Statutes, the Grantor agrees to hold Grantee, its officers, officials, employees and agents harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to person or property arising out of the terms of this Agreement where such liability is founded upon or grows out of the acts or omissions of any of the Grantor's officers, employees or agents while acting within the scope of their employment. B. Grantee agrees to hold the Grantor, including its council members, committee and board members, directors, officers, employees, agents, shareholders, insurers, successors and assigns, harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to person or property arising out of the terms of this Agreement where such liability is founded upon or grows out of the acts or omissions of any of the Grantee's directors, officers, employees or agents while acting within the scope of their employment. C. The parties intend that each party is to be fully responsible for its respective duties according to the terms and provisions of this Agreement and that this is to be construed liberally in favor of the party seeking to be held harmless. XIII. JOINT AND SEVERAL RESPONSIBILITIES Each of the individual Grantees identified in this Agreement is jointly and severally liable for the obligations described in this Agreement. Grantor, at its sole discretion, may enforce any provision against one or more of the individual Grantees and shall not be required or obligated to take any enforcement actions against all of the individual Grantees. XIV. NOTICES All notices concerning this Agreement will be in writing and sent by certified mail or personally delivered to the parties at their respective addresses listed above, or such other address as the respective party may provide in writing. Date:February 8, 2012 7 • UNIVERSITY OF WISCONSIN-OSHKOSH CITY OF OSHKOSH /, ~. 0•: . tt -4- ,C 37 2-h homas Sonn -itner (d to Mark A. Rohloff (date) Vice Chancellor- Administration .:�anager �� j I�F�SC�• JOktiLi�NY 1 �.��µ' C vo C.P__( Loj _- 71----a7-1-0-4:1- Pamela R. trig, Cty Clerk (print name and title) .. ••• ED: nn•. orenson, `51; tmey STATE OF WISCONSIN ) )ss WINNEBAGO COUNTY ) Personally came before me this „UT day of __ --, 2011 the above- named Thomas Sonnleitner of the UNIVERSITY OF WISCONSIN — OSHKOSH known to me to be the persons and officers who executed the foregoing instrument and acknowledged that they executed the same as such officers by its authority, for the purpose therein contained. Lai1i 27 4 L LM& Notary Public, Winnebago County, Wisconsin My commission is permanent/expires: f 16 -/S STATE OF WISCONSIN ) )ss WINNEBAGO COUNTY ) 411 J MG 1 Personally came before me this =� day of G(T11, 2011 Mark A. Rohioff and Pamela R. Ubrig, known to me to be the persons and officers who executed the foregoing instrument and acknowledged that they executed the same as such officers by its authority, for the purpose therein co mined. Notary Public, inn-.ago County, Wisconsin My commission is permanent/expires: _2 Date: February 8, 2012 9 • U Y O' ONSIN-OSHKOSH Fie �ii!dilm,,„ A iW 'athie (date) Presi,Cfent 2z4 - (print name and title) (date) UW-• O'' r DATION — WIT Ci OP,- Arthur Rathjen (date) Managi ; Me • (print name and title) (date) STATE OF WISCONSIN ) )ss WINNEBAGO COUNTY ) , Personally came before me this )1/# day of Feb , 2011‘, the above- named AC t'fiur Rathjen and A-A--r-th u..r- 1 c,-1 l,' "-) e r'. of the UNIVERSITY OF WISCONSIN — OSHKOSH FOUNDATION, INC. known to me to be the persons and officers who executed the foregoing instrument and acknowledged that they executed the same as such officers by its authority, for the purpose therein contained. Notary Public, Winnebago County, Wisconsin My commission is permanent/expires: k-/L /C STATE OF WISCONSIN ) )ss WINNEBAGO COUNTY ) Personally came before me this ( — day of _ r:e 6 , 201 1,, the above- named Arthur Rathjen and Ar-}tnl,W .c. 4VJe Y-. of the UW - OSHKOSH FOUNDATION - WITZEL, LLC, known to me to be the persons and officers who executed the foregoing instrument and acknowledged that they executed the same as such officers by its authority, for the purpose therein contained. cktovv. , , ,, 1A., ,e-c_it Notary Public, Winnebago County, Wisconsin My commission is permanent/expires: 8'-4,-d This document was drafted by: David J.Praska,Asst.City Attorney Oshkosh,WI 54902.1130 Date: February 8, 2012 10 •9 k lasts IN I- ONHSQ".IhtN1 A3sdN34 85L 01 vi ti,, �„Jr yyfd 3 10576 IM'NSDrHSO l.INld A�J 3 3h8W 3Nae w 'l#t j„-, 1 8 ''. -.�A t OA18 tlWOOIV tpB ,,4"8,so NI$NgD;IAM 34,�,115t.NNlI , .y M^ E o g-7 : ' C' a'� • H'-- ..c HsO fHS9..8 :41 'DN iO3rO 3.i IJ v I g,a 7 •y $m. 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I� '• I I' -,' 451' , \ \�\1i` i 1 �q" �I ..,°' '� xis �. }v�� ',,,.\-,\;,'\,. ��R ___�-,-�-�_ Od,". — --- — — . yy „\ r , 4 . .ExMib t ULSCRIPTION FOR.'WASTE WATER' TREAT:-� MENT PLANT IN THE CITY OF OSHKOSH A parcel -of land being a. part of the South west Quarter (SA) of the Northwest Quarter (NW4) , and a part of Fractional Lot Two (2) , . (being Fractional Southeast Quarter (SE4) , of the Northwest Quarter (NW4)-, of Section Twenty- , Three (23) , Township Eighteen (18) North, Range Sixteen (16) East; in the Sixth (6th) Ward, City of Oshkosh, Wisconsin, containing 14.75 acres and being des cribed by: Commencing at the Southeast Corner of .the Southwest Quarter (SW4) of the Northwest Quarter (NA) of Section .23, Township 18 North, • Range 16 East; thence North 33.00 feet to the. intersection of the East. Line of the Southwest Quarter (SW14) of the Northwest Quarter (NW4) of said Section 23, and the North Line of Witzel Avenue; thence N. 89°.-21'- 59" W. , 1162. 23 feet along .the North Line of Witzel Avenue to its inter- section with the Northwesterly Line of Dempsey .Trail; thence N. 51°-08' - 33." E. , 357.61 feet along the Northwesterly Line of Dempsey Trail; thence N. 49°-12' -05" E. , 79.74 feet along the Northwesterly Line of Dempsey . Trail; thence N. 62°-18' -24" E. , . 89. 36 feet along the Northwesterly Line of Dempsey Trail. to the point of beginning; thence continuing N. 62°-18' 24" E. , 31.02 feet along the Northwesterly Line of Dempsey Trail;thence N. 74°-48°-58" E. , 224.32 feet along the Northwesterly Line of Dempsey Trail; thence N. 65°-43' -03" E. , 171.61 feet along .the Northwesterly Line of Dempsey Trail; thence N. 65°-06' -00" E. , 351.46 feet along the North-. westerly Line of Dempsey Trail; thence N. 65°-37 ' -22" E. , ' 331.,85 feet along the Northwesterly Line of Dempsey Trail to the Westerly Line of Campbell Road; thence N. 340-03' -14" W. , 551. 37 feet along the Westerly Line of Campbell Road to a point which is 58 feet more or less Southerly of the centerline of Campbell Creek; thence along the Meander. Line S. 49° 251 -52" W. , 224.66 feet; thence S. 560-39 , -07" W. , 257. 29 feet; thence S. 72°-28' -00" W. ,. 468.74 feet; thence- _ • S. 64°-30 ' -30'.' W. , 115.92 feet to a point 98 feet more ff or less Southerly of the •centerline of Campbell Creek and' the end . of the Meander Line; thence S. 23°,54'-16" • E. • 228.20 feet; thence S. 39°-041 -43.'' E. , :.154..01 feet; thence S. 24°-04''-16" E, , 86.70 feet to the Northwest-, erly Line of Dempsey Trail. and the point of beginning. This parcel contains all the land lying between the Meander Line and the' centerline of Campbell Creek, and that the acreage also includes. the land between the Meander Line and the centerline of Campbell Creek S • Exhibit E