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Home My WebLink AboutPotratz/Gizmo/sludge removal, 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: Charles E. Williams Law Office PO Box 1336 Oshkosh, WI 54903-1336 Attn: Please find: ❑ Copy of Letter ❑ Meeting Notes ❑ Specifications � Attached � Contracts ❑ Photos ❑ Estimates Date: October 20, 2015 Pro'ect: n/a From: Carol Marchant, Adm. Assistant Re: Second Amendment, Sludge Removal Contract ❑ Under Separate Cover ❑ Amendment ❑ Report ❑ Agenda ❑ Mylars ❑ Change Order ❑ Plans ❑ Diskette ❑ Zip Disk ❑ Other Quantit Description 1 Full Signed Second Amendment to the Slud e Removal Contract with the Cit of Oshkosh These are being transmitted as indicated below: ❑ For Approval � For Your Use ❑ As Requested ❑ For Review 8� Comment Remarks: cc: City Clerk (original) Public Works, Engineering (copy) City Attorney (copy) � '" f SECOND AMENDMENT TO SLUDGE REMOVAL, STORAGE AND LAND APPLICATION DISPOSAL CONTRACT AND ASSIGNMENT GONTRACT WHEREAS, the City of Oshkosh (OSHKOSH) and Potrafiz-Potratz (POTRATZ), a Wisconsin partnership previousiy entered into an Agreement, dated August 24, 1994, fior 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 fior 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 befinreen 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 all 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 obligation 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 Knott Road Oshkosh, Wl 54904 IT 1S FURTHER AGREED that the last sentence of paragraph 3 pertaining to Construction of Sludge Storaae Buildinq, is amended to read as follows: OSHKOSH agrees to seff 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, sha11 be amended to read as foilows: 21. Death of the Parties. in the event of the death or disability of Marek R. Potratz, the responsibility ofi 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 ofi the contract term or any extensions thereof for siudge disposal. All obligations of CiTY to G1ZM0 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 JAMES 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 Extend. 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 POTRATZ r,o lor�ger desir�s to provide the se�rvices under this Agreement, OSHKOSH may enter into an appropriate Agreement with another party for purposes of the same. Any agreement shall 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. ti . � IT IS FURTHER AGREED that paragraph 24 pertaining to Exclusive Aqreement, is amended to read as follows: 24. Exclusive Aqreement. During the term or any extension hereof, POTRATZ shall be the exclusive hauler of all 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 contract shall be extended for an additional 10-year term 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 re�ponsibilities under the Agreement not specifically 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 afFxed. Dated: August ��' , 2015. POTRATZ-POTRATZ BY: � � -� ��`�--'�--��- And: �c � James B. Potratz R ert J. P atz By: CITY OF OSHKOSH gy: /<<.�- �i�C� C�-��i _ M rk A. Rohloff, City Manager And: /�� _`> I ( /�nd: V �� -i C �l-1�� Z Pamela R. Ubrig, City lerk � Approved as to Funding: Ap ved as to Form d Execution: , i �'�; I\ f. � r'� ".:' �, f Y� L�i,t � � Trena Larson, Finance Director Lorenso i Attorney GIZMO OSHKOSH, LLC By. �.�-� r�� .l �� Marek R. Potratz, Sole Member and Manager