CCR1988041COMMON COUNCIL - CITY OF MUSKEG0
RESOLUTION 1/41-88
(As Amended)
AND LIABILITIES OF GUERNSEY MEADOWS WATER UTILITY, INC.
APPROVAL OF AGREEMENT TO ASSUME CERTAIN ASSETS
AND TO INCORPORATE SAID WATER SYSTEM INTO A
MUNICIPAL SYSTEM
BE IT RESOLVED that the Common Council of the City of Muskego,
upon the recommendation of the Public Water Committee, does
hereby approve in principle the "Agreement to Assume Certain
Assets and Liabilities of Guernsey Meadows Water Utility, Inc.
and to Incorporate Said Water System into a Municipal System.
BE IT FURTHER RESOLVED that this approval is subject to approval
of the City Attorney, securing the necessary easements and
obtaining PSC approval.
BE IT FURTHER RESOLVED that upon satisfaction of the above
conditions, the Mayor and Clerk are authorized to execute the
Agreement in the name of the Citv.
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DATED THIS 23rd DAY OF February - , 1988.
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ATTEST :
City Clerk
2/88
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GUERNSEY MEADOWS WATER UTILITY, INC. AND TO INCORPORATE
AGREEMENT TO ASSUME CERTAIN ASSETS AND LIABILITIES OF
SAID WATER SYSTEM INTO A MUNICIPAL SYSTEM
THIS AGREEMENT is entered into th
1987, by and between GUERNSEY MEADOWS WATER
Wisconsin nonprofit, nonstock corporation,
is - day of December,
UTILITY, INC., a
(the "CORPORATION") and
the CITY OF MUSKEGO, Waukesha County, Wisconsin, (the "CITY").
RECITALS
WHEREAS, the CORPORATION presently operates a private
water system serving the domestic water needs of those subdivisions
known as Guernsey Meadows and Guernsey Meadows Addition No. 1,
legally described in the Exhibit A attached hereto and incorporated
herein by this reference (collectively, the "SUBDIVISION"); and
WHEREAS, the CORPORATION is desirous of conveying and
dedicating to the CITY certain of its water service assets and
facilities more particularly described in the attached Exhibit B
(the "ASSETS") ; and
WHEREAS, the members of the CORPORATION at its annual
meeting on May 7, 1986 by majority vote authorized its Board of
Directors to enter into this Agreement providing for the transfer Of
the ASSETS to the CITY upon the terms and conditions set forth
herein; and
WHEREAS, the Corporation represents that it has the right
and authority, pursuant to its Articles of Incorporation and By-Laws
to enter into this Agreement; and
WHEREAS, the CITY has determined it to be in the best
interest of their citizens and specifically to be in the best
interest of the members of the CORPORATION that the ownership and
operation of the ASSETS be transferred to the CITY to be operated
as a part of the existing water utility presently operated by the
CITY:
NOW, THEREFORE, the parties hereto agree and covenant as
follows:
1. TRANSFER OF TITLE. The CORPORATION will transfer
the ASSETS to the CITY at a closing to take place at the CITY HALL
on or before February 29, 1988 (the "CLOSING"). At the CLOSING the
CORPORATION will execute instruments of conveyance in the form of
) 0 those attached hereto as Exhibit C to transfer ownership of the
ASSETS.
2. WARRANTY OF TITLE. The CORPORATION warrants and
represents that as of the date of execution of this Agreement, the
CORPORATION has good right and title to the ASSETS free from all
liens and encumbrances, except as may be indicated in said instru-
ments of conveyance, and full right and authority to convey the same
to the CITY, and such warranties and representations shall remain
true at the time of CLOSING. The CORPORATION also warrants that it
will take no action to encumber the ASSETS after the CLOSING. The
CORPORATION makes no warranties or representations regarding the
condition of the ASSETS or their fitness or utility for any purpose, ,e and the CITY agrees to accept the same in AS IS condition and assume
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full responsibility for all repairs and maintenance relating to the
ASSETS even though some such repairs may have been necessary or
appropriate prior to the CLOSING. The CITY acknowledges and agrees
that it has inspected the ASSETS and is fully satisfied with the
condition thereof.
3. RECOGNITION OF BENEFITS: CONSIDERATION. The CITY
acknowledges and agrees that the ASSETS have a value at least equal
to the charges ("RCA CHARGES") that otherwise would be imposed on
such members for becoming conected to the CITY'S water system and
for reserve capacity through the municipal water service of the
CITY. The CITY further acknowledges and agrees that the CITY and
areas outside the SUBDIVISION will benefit from the transfer to the
CITY of the ASSETS at least to the extent of such value. Therefore,
in consideration of the transfer of the ASSETS to the CITY, the CITY
shall credit each lot within the SUBDIVISION against the RCA CHARGES
an amount equal to 100% of such charges attributable to each and
every lot within the SUBDIVISION, except that with respect to any
such lot upon which no dwelling unit has been constructed as of the
date hereof, the foregoing credit shall be limited to Four Hundred
Fifty Dollars ($450.00). At the CLOSING, the CITY shall deliver to
the CORPORATION, a CERTIFICATE and WAIVER in the form of that
attached as Exhibit D for each lot within the SUBDIVISION.
4. ASSUMPTION OF RESPONSIBILITY. After the CLOSING has
occurred the CITY shall, assume full title ownership of the ASSETS
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and all responsibility for the water service needs of the subdi-
visions known as Guernsey Meadows and Guernsey Meadows Additional
No. 1. The CITY hereby agrees that the quality and quantity of
water being supplied and water service being furnished will be as
required by the Wisconsin Administrative Code and as may be
regulated by the Wisconsin Public Service Commission.
5. RESPONSIBILITY FOR WATER USAGE. The CORPORATION
agrees that special assessments may be levied against all properties
benefited by any future projects performed by the CITY (including,
but not limited to those properties now owned by members of the
CORPORATION) and the credit against the RCA CHARGES described above
shall not constitute a waiver of the CITY'S right to levy and 1 collect any future special assessments (including reserve capacity
assessments) not representing any portion of the RCA CHARGES
described above. The CORPORATION further acknowledges that on the
execution of this Agreement and thereafter, all water users within
this system will become customers and users under the municipal
water system of the CITY and subject to all rules, charges, and
regulations thereof as uniformly applied.
6. EMINENT DOMAIN RIGHTS WAIVED. The CORPORATION
acknowledges that it is aware of all rights it and its members may
have under Chapter 32 of the Wisconsin Statutes, but agrees that the
benefits resulting from this transfer of the ASSETS to the CITY,
including, but not limted to the credit against the RCA CHARGES,
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shall be deemed equal in value to the Assets being dedicated and,
therefore, other than the consideration described in this Agreement,
is requesting no further compensation.
7. SURVIVAL AND ENFORCEMENT OF TERMS. The terms of this
Agreement which are not completely performed upon the transfer of
title of the ASSETS of the CORPORATION to the CITY shall survive the
transfer of said ASSETS and shall continue to be enforceable. All
rights and benefits granted to the CORPORATION under this Agreement
shall inure to the benefit of and be enforceable by the individual
members of the CORPORATION, their heirs, successors and assigns.
IN CONSIDERATION of the mutual covenants and promises
BO herein, we have set our hands and seals on the date first above
written.
GUERNSEY MEADOWS WATER
UTILITY, INC.
CITY OF MUSKEG0
By : By:
erson, President Wayne G. Salentine, Mayor
and Director
Attest:
Toni Gunderson. Charlotte L. Stewart. Clerk
Secretary and Director
THIS INSTRUMENT WAS DRAFTED BY:
Attorney Donald S. Molter, Jr.
ARENZ, MOLTER, MACY & RIFFLE, S.C.
Waukesha, Wisconsin 53187-1348
916 Clinton Street, P.O. Box 1348
EXHIBIT A
GUERNSEY MEADOWS AND GUERNSEY MEADOWS ADD'N NO. 1 being
a subdivision of a part of the N.E. 1/4 of Section 10, Township
5 North, Range 20 East, in the City of Muskego, Waukesha County,
Wisconsin.
EXHIBIT B
GUERNSEY MEADOWS EQUIPMENT LIST
WELL NO. 1
16" x lo" x 330' Deep
5000 gal. tank
270 ft. 1" x 4" column
Byron Jackson 7" MQ-15
with discharge head
25 HP, VHS motor
25 HP, Size 2 starter,
H-0-A, Bull. 709
4" water meter
1/2 HP compressor
Master Level Control
WELL NO. 2
16" x 10" x 1500' Deep
5000 gal. tank
550 ft. 4" pipe and #4
electric cable 6 two bronze
check valves
stage pump 40 HP Byron Jackson Submersible
6" MQL-10 stage, with
Franklin motor
460V, 40 HP Size starter, 460V,
4" water meter
1/2 HP compressor
Master Level Control
H-0-A, Bull. 1232
The Assets also shall be deemed to include all mains and transmission
piping which are a part of the water system serving the subdivision
located in the City of Muskego, County of Waukesha, State of Wisconsin, B known as Guernsey Meadows and Guernsey Meadows Addition No. 1.
That certain Real Estate described as follows:
Outlots 1 and 2 in Guernsey Meadows, being a subdivision of a
part of the N.E. 1/4 of Section 10, Township 5 North, Range 20
Together with all rights and easements, if any, relating to the
East, in the City of Muskego, Waukesha County, Wisconsin.
mains and transmission piping used in connection with the wells
located upon the above-described Outlots.
GUERNSEY MEADOWS EQUIPMENT LIST
WELL NO. 1 WELL NO. 2
16" x 10" x 330' Deep 16" x 10" x 1500' Deep
5000 gal. tank 5000 gal. tank
270 ft. 1" x 4" column 550 ft. 4" pipe and #4
electric cable h two bronze
check valves
Byron Jackson 7" MQ-15 stage pump 40 HP Byron Jackson Submersible
25 HP, VHS motor
with discharge head 6" MQL-10 stage, with
Franklin motor
25 HP, Size 2 starter, 460V, - H-O-A, Bull. 709
, 4" water meter
1/2 HP compressor
Master Level Control
Misc. Piping
40 HP Size starter, 460V,
H-0-A, Bull. 1232
4" water meter
1/2 HP cornpressor
Master Level Control
Misc. Piping
The Equipment also shall be deemed to include all mains and trans-
division located in the City of Muskego, County of Waukesha, State
mission piping which are a part of the water system serving the sub-
of Wisconsin, known as Guernsey Meadows and Guernsey Meadows Addition
NO. 1.
.. .
COMMON COUNCIL - CITY OF MUSKEG0
RESOLUTION 1/41-88
MUNICIPAL SYSTEM
obtaining PSC approval.
DATED THIS DAY OF , 1988.
\
ATTEST : ....
EXHIBIT D
"18366
CERTIFICATE AND WAIVER
FOR VALUE RECEIVED, the City of Muskego, Wisconsin, a
municipal corporation organized under the laws of the State of
Wisconsin (the "City") does hereby acknowledge, confirm and certify,
A, shall be and hereby are forever discharged from any obligation to
that the persons and real property described on the attached Exhibit
pay the City any charge, fee, tax, duty or other imposition, of any
kind or nature whatsoever, for or attributable to the right to
connect said real property to the City's municipal water service,
known as Reserve Capacity Assessments ("RCA") or Water Capacity
including, but not limited to, those particular special assessments
Assessments ("WCA"), and the City does hereby forever waive any and
all such impositions relating to said real property.
PROVIDED, HOWEVER, that the foregoing certificate and
waiver (i) shall apply only to the extent of Four Hundred Fifty
Dollars ($450.00) with respect to any buildable lot described on
said Exhibit A which is connected to said municipal water system
after January 1, 1988, and (ii) shall not prevent the City from
imposing upon said persons and real property certain assessments
relating to the future improvement and operation of said municipal
the State of Wisconsin, including but not limited to water user
charges, special assessments and reserve capacity assessments.
IN WITNESS WHEREOF, the undersigned, pursuant to the
B water system, fairly and uniformly applied according to the laws of
authority vested in me by duly-adopted Resolution of the Common
Council, has executed this Certificate and Waiver as the official
act of the City this nd day of December, 1988.
Wayne Salentine, Mayor of the City
of Muskego, Wisconsin
EXHIBIT C
DOCUMEPIT NO. WARRANTY DEED THlS SPICE RESERYED FOR I1ECORDI"T DIT.
,. STATE BAR OF WISCONSIN FORM z-~enz
.i AND BILL OF SKE ~-
...
". ...... ......................
conve?s and rvzrrants to ..The .. C.liy .. of .. Mus~keg~, .. ~l.scvnSln. ..a.m~!.Fl.p.a! .....
.(!!Grantee!!) .,.. a.LI..of..I.ts.rl.ght .,.. t.lt.le.and .. In~e.erest~.Ln.fbe.pacsaoal ...
property.das~.lbed..In.the Guernsey..Meadors.EquIpm~t..LIst..a~ached.
.herefa.aad..Lncorpocated.hereln.b~..thls.reference..(the.."Personal~ ...
Proper~y~'~~,--al~-of.-wh~~..Is..lo~Sed..upon.or-used--ln-coaJunctl~.~uI~h RETURN TO
~the.pr.IvaSe.uafor..~~~tem-loc~ted..upoa. ... ........................... Donald 5. Molter, Jr., Esq.
.corporafIon.orgsnl~ed.uoder..the.~Lars.of..fhe.State.of..Kl~wns.ln .......
~__ __-
.............................................. P.0. BOX 1348 .................
the iollowing described real estate in ..... Waukesh? .......................... County, -
State or Wisconsin: whlch real estate Grantor also conveys and
~u~.Hl 53187 - "
warrants to Grantee: Tax Parcel No:
Outlots I and 2 In Guernsey Meadows, belng a subdlvlslon of a part of the N.E. f of Sectlon IO,
Townshlp 5 North, Range 20 East, In the Clt of Muskego, Waukesha County, Wlsconsln;
Together wlth all rlghts and easements, If any, relatlng to the malns and transmlsslon plplng
used In connectlon wlth the wells located upon the above-described Outlots.
........ ........_.... .........
Grantor makes no warrantles or representatlons regarding the condltlon of the Personal Property or Its
fltneSS or utlllty for any purpose, and hereby conveys the same In "as is" condltlon wlth the Grantee ). assumlng all responslbillty forthe malntenance and repalr thereof from and after the date hereof.
This .ls..Mf ........... homestead property,
!&,) (is not)
Exception to warranties: munlclpal and zonlng ordinances, recorded bulldlng and use restrlctlons
to said rlghts and easements relatlng to malns and transmlsslon plplng, and hereby only qult-claims to and covenants, general taxes levled In 1987 and subsequent years. Grantor makes no uarrantles ulth respect
Grantee any such rlghts and easements whlch It may have.
Dated this ...........
.......
dav of ...... Pesember .. 19.87
(SEAL)
B'
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b,
AUTHENTICATION ACKNOWLEDGMENT
Signature(s) ............................................................ STATE OF WISCONSIN 1 95. ................................................................................ ...................................... County.
authenticated this ........ day of ..................... ....., 19 ...... Personally came before me this ................ day of
........................................ .., 19 ........ the above named ................................................................................ , ................................................................................ \' ..............................................................................
TITLE: MEMBER STATE BAR OF WISCONSIN
'.,(If not. ............................................................ authorized by P 706.06, Wis. Stah.)
\ THIS INSTRUMENT WAS DRAFTED BY
Ronald A. Aithur Godfrey h Kahn .... S C
780 N. Water St.., Mllraukee, WI 53202-3590
.............................. I ........................ t f .. l...............
,
(signatures may be authenticated or acknowledged. Both are not necessary.) \
to me known to be the person ............ who executed the
foregoing instrument and acknowledge the same.
Notary Public .......................................... County, Win. My Commission is permanent.(If not, state expiration
date: .. ....................................................... 19 _.____._.)