HomeMy WebLinkAbout09. 15-442OCTOBER 13, 2015 15-442 RESOLUTION
(CARRIED___6-0___LOST________LAID OVER________WITHDRAWN________)
PURPOSE: APPROVE AMENDMENT TO AND ASSIGNMENT FROM POTRATZ-
POTRATZ TO GIZMO OSHKOSH, LLC OF SLUDGE REMOVAL,
STORAGE, AND LAND APPLICATION AGREEMENT
INITIATED BY: DEPARTMENT OF PUBLIC WORKS
WHEREAS, the City of Oshkosh has contracted with Potratz-Potratz for services
related to sludge removal, storage and land application disposal for biosolids resulting
from the wastewater treatment processes since 1994; and
WHEREAS, Potratz-Potratz has requested assignment of the Agreement to Gizmo
Oshkosh, LLC; and
WHEREAS, the parties reviewed the existing Agreement in connection with the
Assignment and have made appropriate amendments to the Agreement based upon the
assignment and current methods of operation.
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of
Oshkosh that the attached Second Amendment to the Sludge Removal, Storage and Land
Application Disposal Contract and Assignment of the Agreement to Gizmo Oshkosh, LLC
is hereby approved and the proper City officials are hereby authorized to execute and
deliver the Agreement in substantially the same form as attached hereto, any changes in
the execution copy being deemed approved by their respective signatures, and said City
officials are authorized and directed to take those steps necessary to implement the terms
and conditions of the Agreement.
�
OlHKOlH
ON THE WATER
MEMORANDUM
TO: Honorable Mayor and Members of the Common Council
FROM: Stephan M. Brand, Public Works Utility Bureau Manager�� h�
DATE: October 8, 2015
RE: Approve Assignment of Sludge Removal, Storage, and Land Application Agreement from
Potratz-Potratz to Gizmo Oshkosh, LLC
BACKGROUND
On August 24, 1994, an agreement was entered into with Potratz-Potratz (Potratz) for services related to
sludge removal, storage, and land application disposal. The term sludge refers to the fully-treated
biosolids resulting from the wastewater treatment process. The processes used in wastewater treatment,
generating biosolids, and land application as fertilizer on agricultural fields are all regulated by the
Environmental Protection Agency and the Wisconsin Department of Natural Resources (WDNR) through
the Wisconsin Pollutant Permit Discharge Elimination System permit process. Extensive testing is done
on the biosolids as part of the regulatory requirements to ensure it meets the criteria for land application
as fertilizer. All fields used for this program have to be approved by the WDNR and an annual report is
required showing all requirements of the program are being met for the generation and application of
biosolids from the wastewater treatment facility.
ANALYSIS
This program has been operating successfully since its inception in 1994. It was set up to be a 20-year
program with an option for three five-year extensions. Potratz has been notified by the Wastewater Utility
it would like to continue the program and extend the agreement as allowed in the contract. Potratz has
requested that the contract be assigned to Gizmo Oshkosh, LLC (Gizmo). Gizmo has begun managing
the program over the last year as Potratz had stepped back from actively managing the program. We
have been working with Potratz and Gizmo over the last year during the program transition and
everything has been proceeding well.
FISCAL IMPACT
Our current rate for hauling storage and land application is $20.49 per ton. The annual production ranges
from 6,600 to 7,500 tons of biosolids. Wastewater Utility staff have researched other options for
management of the biosolids program. Prices under these other options are at least double our current
rate. This program continues to be very cost effective for the Wastewater Utility. Funding is provided in
the operating budget for the Wastewater Utility.
RECOMMENDATIONS
I recommend approval of the assignment of this agreement from Potratz-Potratz to Gizmo Oshkosh, LLC.
Approved:
�� _ ,�j���G��
Mark A. Rohloff
City Manager
SMB/tlt
I:\Engineering\Tracy Taylor\Memos to Mayor & Common Counci1�2015Wssignment of Sludge Removal Agreement-Potratz to Gizmo_10-8-15.docx
SECOND AMEN'DRdIENT TO
SLUDGE REMOVAL, STORAGE AND LAND �PPL/CATIOIV D/SPOSAL CQIOfTR�Ci
AND ASS/GNIVfElVT CQNTRACT
WHEREAS, the City of Oshkosh (OSHKOSH) and Potratz-Potratz (POTRATZ), a
Wisconsin partnership previously entered into an Agreement, dated August 24, 1994,
for services related to sludge removal, storage and land application disposal; and
WHEREAS, THE Agreement provided an initial term ending on December 31,
2015 with the option for three (3) additional five (5) year extensions; and
WHEREAS, POTRATZ wishes to assign its rights and responsibilities under the
agreement to a successor entity, and
WHEREAS, the successor entity, Gizmo Oshkosh, LLC, a Wisconsin Limited
Liability Company (GIZMO), wishes to accept all of the rights and responsibilities under
the agreement as amended herein.
NOW, THEREFORE, IT IS HEREBY AGREED by and between the above
named parties that POTRATZ hereby assigns and conveys all of its rights, obligations,
liabilities, responsibilities and interest under the original agreement and amendments
thereto to GIZMO. GIZMO hereby accepts assignment of all POTRATZ's rights,
obligations, liabilities, responsibilities and interest under the original agreement and alt
amendments thereto. Upon execution of this agreement and filing of appropriate
insurance by GIZMO with the city of Oshkosh, the City of Oshkosh shall issue a letter
providing written consent to the assignment of the Agreement to GIZMO. Upon
issuance of the letter of terms of consent to assignment, POTRATZ shall have no
further obligat�on to the City under the terms of the Agreement or its amendments.
All notices shall be addressed to:
Gizmo Oshkosh, LLC
Marek R. Potratz sole mbr.
1931 Knett Rcad
Oshkosh, WI 54904
IT IS FURTHER AGREED that the last sentence of paragraph 3 pertaining to
Construction of Sludge Stora�e Buildinq, is amended to read as follows:
OSHKOSH agrees to sell the building and site improvements back to
JAMES B. POTRATZ at the end of the contract term or any extension
thereof for the price of one dollar ($1.00).
IT IS FURTHER AGREED that upon the assignment of this contract to GIZMO
paragraph 21 pertaining to Death of the Parties, shall be amended to read as follows:
21. Death of the Parties. In the event of the death or disability of Marek
R. Potratz, the responsibiliiy of GIZMO to perForm the services under this
Contract shall be terminated upon the 30-day written notice by GIZMO's
representative of such death or disability. CITY shall continue to have the
right to use the sludge storage building and site improvements for the
balance of the contract ierm or any exfensions thereof for sludge disposal.
All obligations of CITY to GIZMO shall then cease, except for payment of
land rent, as the parties may then agree, and if not agreed as found by an
arbitrator, and except the obligation of OSHKOSH to convey said building
to JAfVlES B. POTRATZ for the sum of ONE Dollar ($1.00) at the
expiration of the contract term or any extensions thereof.
IT IS FURTHER AGREED that paragraph 23 pertaining the Option to Extend, is
amended to read as follows:
23. Option to E�end. Either party shall have the option to extend the
term of this Contract for additional five (5) year terms, not to exceed three
(3) renewal terms, by notifying the other party in writing at least six (6)
months in advance of the expiration of the current or renewal term.
POTRATZ shall be entitled to exercise the option only in the event
OSHKOSH is continuing to land-spread its sludge.
Should POTRATZ no longer desire to provide the services related to the
transportation, storage and disposal of the sludge produced by
OSHKOSH, POTRATZ shall notify Oshkosh in writing at least six (6)
months in advance of its intended date to terminate the services.
OSHKOSH shall be entitled to continued use of the structure and
premises as necessary for the transportation, storage and disposal of
sludge during the then current term and any renewal term.
If POTRAT? r,� lo�ger de�ir.�s to provide the serv�ces un�er this
Agreement, OSHKOSH may enter into an appropriate Agreement with
another party for purposes of the same. Any agreement shal� require that
the third party provide appropriate insurance coverage as required by the
standard City of Oshkosh bid specifications in place at the time of bidding
and shall require that the third party name POTRATZ as an additional
insured under their liability policy.
IT IS FURTHER AGREED that paragraph 24 pertaining to Exclusive Aqreement,
is amended to read as fol(ows:
24. Exclusive Aareement. During the term or any extension hereof, PQTRATZ
shali be the exclusive hauler of ali OSHKOSH waste treatment plant sludge, except as
provided in paragraph 23 above.
IT IS FURTHER AGREED that upon the assignment of this contract to GIZMO
that the coniract shall be exfended for an addiiional 10-year ierm beginning on January
1, 2016 through December 31, 2025. Further GIZMO and OSHKOSH shall have the
Option to Extend as provided in paragraph 23 above.
IT IS FURTHER AGREED that all rights and responsibilities �.ander the
Agreement not specificaily amended by this instrument shall remain in effect.
IN WITNESS WHEREOF, the parties heretofore have caused this Amendment to
be signed by the proper persons of each party and their corporate seals, if any, to be
hereunto affixed.
;�
Dated: August -- ` , 2015.
POTRATZ-POTRATZ
gy: � � �—L, -� ��`�--�� And: �
� James B. Potratz R ert J. P atz
=
CITY OF OSHKOSH
:
Mark A. Rohloff, City Manager
Approved as to Funding:
Trena Larson, Finance Director
And:
And:
Pamela R. Ubrig, City Clerk
Approved as to Form and Execution:
Lynn A. Lorenson, City Attorney
GIZMO OSHKOSH, LLC
B y. /��a/L .�� /
/
Marek R. Potratz, Sole Member and Manager