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HomeMy WebLinkAboutGeorgia-Pacific & Oshkosh/413 E. Murdock Ave. (7 CITY OF OSHKOSH DEPARTMENT OF PUBLIC WORKS 215 CHURCH AVENUE,P.O. BOX 1130, OSHKOSH, WI 54903-1130 PHONE: (920)236-5065 FAX(920)236-5068 LETTER OF TRANSMITTAL To: Ms. Ann D. Fuller Date: fuly 3, 2017 Georgia-Pacific Corrugated LLC Subject: Executed Construction Access Law Department Agreement PO Box 105605 Contract 17-05 Atlanta, GA 30348-5605 Please find: Z Attached ❑ Under Separate Cover ❑ Copy of Letter ❑ Contracts ❑ Amendment ❑ Report ❑ Agenda ❑ Meeting Notes ❑ Photos ❑ Mylars ❑ Change Order ❑ Plans ❑ Specifications ❑ Estimates ❑ Diskette ❑ Zip Disk Z Other Quantity Description 1 Copy of Executed Construction Access Agreement These are being transmitted as indicated below: ❑ For Approval ❑ For Your Use ❑ As Requested ❑ For Review&Comment Remarks: Enclosed, as requested, is a copy of the executed Construction Access Agreement for 411 East Murdock Avenue. If you have any questions, please contact us. City Clerk's–Original cc: —File–Copy Signed: 77��/TFX7 Tran.'TayI6 L\Engineering\Construction Access Agreements\20M17-05 GP LOT-Executed Const Access Agreement-411 E Murdock-7-3-17.docx RIGHT OF ENTRY AND ACCESS AGREEMENT This Right of Entry and Access Agreement (this "Agreement") is made as of the' day of June, 2017 (the "Effective Date") by and between GEORGIA-PACIFIC CORRUGATED LLC, a Delaware limited liability company, with offices at 133 Peachtree Street, N.E., Atlanta, Georgia 30303, Attn: Law Department—Real Estate ("GP") and THE CITY OF OSHKOSH, a Wisconsin Municipal Corporation, with an address of 215 Church Avenue, Oshkosh, Wisconsin 54903 ("City"). WHEREAS, GP owns certain real property located at 413 E. Murdock Avenue, Oshkosh, Winnebago County, Wisconsin(the "Real Property"); and WHEREAS, City wishes to access a certain portion of the Real Property to perform certain inspection and construction activities; and GP has agreed to allow City to enter the Real Property under the terms and conditions described herein solely for such purpose. NOW THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are both hereby agreed to and acknowledged by Gl? and City (individually, a "Party", and collectively, the "Parties"), the Parties, intending to be legally bound, do hereby covenant and agree as follows: 1. Right of Entry; Scope of Work. (a) GP hereby agrees to give City, its employees, contractors and licensees (collectively, the "Allowed Parties") access to, over and across that portion of the Real Property necessary for the purpose of. Closed-circuit televising inspection of existing sanitary and storm laterals into your property; erosion control measures; installation of new or relayed sanitary and storm laterals; installation of new or relayed water services; installation of storm lateral inlets; removal and installation of sidewalk and driveways; root pruning; grading operations; lawn restoration; and installation of sidewalk curb, if necessary (the "Permitted Activity"). (b) The Work Period (defined below) shall commence on the date when City gives written notice to GP (the "Commencement Date") and except for warranty work, will terminate on November 3 0,2017 (the "Work Period,"). (c) City agrees to give Gl? at least 3 (THREE) business days' prior notice to Ben Reuter at (920) 966-9136 or Ben.Reuter(cgapac.com before any visit to the Real Property. (d) City agrees to use best efforts to undertake the Permitted Activity a manner that does not inconvenience or unreasonably interfere with GP's use of the Real Property. (e) Except for the right of entry set forth above and any obligations expressly set forth herein, nothing contained herein shall be construed as granting to City any property or ownership rights in or establishing any obligations with respect to the Real Property, or to create a partnership or joint venture between GP and City. Notwithstanding any provision of this Agreement that may state or imply anything to the contrary, GP remains subject to all ordinances, laws, and regulations related to the Real Property and the Permitted Activity. (f) City shall fully comply with all applicable laws, rules, regulations and requirements of any and all federal, state or local government, authority, agency, commission or regulatory body insofar as the same may apply to the Permitted Activity hereunder, and particularly as such applicable laws, rules, regulations and requirements may relate to protection of the environment. (g) The Allowed Parties shall not use the Real Property for any other purpose other than the Permitted Activity and shall not enter any portion of the Real Property which is not directly necessary for the Permitted Activity. 2. Activities. The Permitted Activity shall be performed at the sole cost and expense of City and at the sole risk of City, except to the extent that any part of the Permitted Activity is related to any municipal obligations, costs, fees, or assessments as set forth in the City Municipal Code and that is lawfully approved by the Common Council. GP makes no representations or warranties whatsoever regarding the safety, condition or maintenance of the Real Property. City acknowledges that portions of the work area may by sloped. With the foregoing in mind, City agrees to act with due care and assumes all risk associated with the condition of the Real Property during the term of this Agreement. Subject to the terms hereof, City shall leave the Real Property in good condition and shall employ all reasonable efforts to restore the Real Property to its existing condition immediately prior to such entry by City. City shall keep the Real Property free from liens relating to or arising out of the Permitted Activity. City shall be responsible at its sole expense for the repair or replacement of any of GP's personalty, machinery or equipment damaged by the Allowed Parties in connection with the Permitted Activity. All vehicles and other personal property of whatever kind or nature which may be now or hereinafter placed by City or the other Allowed Parties on, over or about the Real Property to undertake the Permitted Activity, shall be at the sole risk of City and the other Allowed Parties, and GP shall not be liable to City or the other Allowed Parties for any damage or loss to said vehicles or personal property, nor for any injury taking place on the Real Property, except as proportionally caused by the negligence, gross negligence or willful misconduct of GP or its employees, contractors or licensees (other than City or the other Allowed Parties). 3. Indemnification; Release. City agrees to indemnify, defend and hold GP and its affiliated companies, officers, directors, employees, and shareholders harmless from any and all lawsuits, liabilities, loses, claims and damages incurred by them as a result of or in connection with the negligence, gross negligence, or willful misconduct of the Allowed Parties while exercising the rights granted herein. Furthermore, City does hereby release and forever discharge (and covenant not to sue) GP and its affiliated companies, officers, directors, employees, and shareholders from (and for) any and all actions, causes of action, suits, debts, sums of money, accounts, damages, judgments, claims and demands whatsoever, whether known or unknown, which City now has or may in the future have against any of the aforementioned parties, resulting from or in any way arising out of the Permitted Activity. Notwithstanding the foregoing, GP remains obligated to the City for any obligations or liabilities arising out of the Permitted Activity that is related to any municipal obligations, costs, fees, or assessments as set forth in the City Municipal Code and that is lawfully approved by the Common Council. City hereby specifically acknowledges that the provisions of this paragraph 3 are a material part of this Agreement and GP would not enter into this Agreement without this paragraph 3. This paragraph 3 shall survive the expiration or termination of this Agreement. 4. Permits. City shall have the full responsibility of obtaining any and all applicable federal, state and local permits or licenses relating in any manner to the Permitted Activity and shall comply with all of the laws, rules, regulations and requirements of any and all applicable federal, state or local government, authority, agency, commission or regulatory body insofar as the same may apply to City's activities pursuant to the rights or obligations hereunder, and particularly as such laws, rules, regulations and requirements may relate to protection of the environment, water and air. 5. Limitation of Liability. Notwithstanding anything to the contrary contained in this Agreement, the liability of GP hereunder shall be limited in all respects to GP's equity interest in the Real Property. 6. Governing Law. This Agreement shall be governed by the laws of the State of Wisconsin as to interpretation, construction and performance. 7. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding right of entry agreements with respect to the Real Property. If any provision of this Agreement, or the application thereof to any person, entity, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void in any respect, the remainder of this Agreement and such provisions as applied to other persons, entities, places and circumstances shall remain in full force and effect. 8. Counterparts. This Agreement may be executed in two or more counterparts, whether by facsimile transmittal, pdf or otherwise, and each counterpart shall be deemed to be an original, but all of which together shall constitute one and the same instrument upon delivery of one such counterpart by each Party to the Agreement. 9. Notices. Any notice required or permitted to be given hereunder shall be given in writing and shall be deemed properly given when sent by nationally-recognized overnight courier, or U.S. registered or certified mail, postage prepaid, return receipt requested, addressed as follows: GP: Georgia-Pacific Corrugated LLC 133 Peachtree Street,NE Atlanta, GA 30303 Attention: Law Department—Real Estate With copy to: Georgia-Pacific Corrugated LLC 413 E. Murdock Avenue Oshkosh, Wisconsin 54901 Attention: Ben Reuter City: City of Oshkosh 215 Church Avenue Oshkosh, Wisconsin 54903 Attention: Such notices shall be deemed to have been received on the earlier of: (i) one (1) business day after depositing with a nationally-recognized overnight delivery service with all charges prepaid in full, or (ii) three (3) business days after depositing the same with the U.S. Postal Service, with postage fully prepaid. By executing below, the Parties hereby enter into this Agreement effective as of the Effective Date. GP: GEORGIA-PACIFIC CORRUGATED LLC By: (A(�- Name: (A:zekA±fA. 'Sh i el Its: _V i et Pvts i d-en4— eea CITY: THE CITY OF OSHKOSH By: f:Df Name: Its: Signed for and in behalf of the City of Oshkosh Marl A. Rohloff, City Manager 771a Clerk 5A