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CCR1989263COMMON COUNCIL - CITY OF MUSKEGO RESOLUTION #263-89 BETWEEN WASTE MANAGEMENT OF WISCONSIN, INC. APPROVAL OF REVISED AGREEMENT AND CITY OF MUSKEGO (Sewer - County Trunk L) WHEREAS, The City of Muskego approved an agreement between Waste Management of Wisconsin, Inc. and the City of Muskego for sanitary sewer service to its sanitary landfill located on Crowbar Road by adoption of Resolution #238-89 adopted September 12, 1989, and WHEREAS, Waste Management has agreed to revise the map attached to the agreement in certain respects, and WHEREAS, the Public Utilities Committee has reviewed revised agreement and has recommended approval. NOW, THEREFORE, BE IT RESOLVED that the Common Council of the City of Muskego, upon the recommendation of the Public Utilities Committee, does hereby approve the revised attached agreement subject to the Agreement being returned to the City properly executed by October 20, 1989, with a resolution of the Board of Directors of Waste Management, satisfactory to the City Attorney, authorizing this Agreement, a letter of credit to the City as set forth in the Agreement, and a payment of $148,688 for the RCA's as referred to in Paragraph 14. BE IT FURTHER RESOLVED if all of the contingencies stated above are not met by October 20, 1989, this Agreement is null and void. BE IT FURTHER RESOLVED that the attached agreement is not binding Mayor and Clerk. on the City until such time as the agreement is executed by the DATED THIS 10th DAY OF October , 1989. PUBLIC UTILITIES COMMITTEE Ald. Harold L. Sanders Ald. William T. Simmons ATTEST : Ald. David J. Sanders City Clerk 10189 ca AGREEMENT WHEREAS, the CITY OF MUSKEGO, a municipal corporation organized under the laws of the State of Wisconsin, hereinafter referred to as "CITY", wishes to extend sewer service by construction of a sewer main as generally shown on a document entitled MSS-2-89; and WHEREAS, WASTE MANAGEMENT OF WISCONSIN, INC., a Wisconsin corporation, hereinafter referred to as "WASTE", and the owner of a licensed sanitary landfill within the CITY, wishes to obtain the services of a municipal sanitary sewer line to its sanitary landfill located at (see cross-hatched area on the map which is attached hereto and marked Exhibit A), Muskego, Wisconsin by way of sewer line extension generally as referred to on the document entitled MSS-2-89. That said document and the specifics of the sewer service may be amended by the CITY from time to time as long as the service to be provided is substantially the same. NOW, THEREFORE, for valuable consideration acknowledged by each party, IT IS AGREED AS FOLLOWS: 1. WASTE agrees to contribute $650,000 to the CITY for the design and installation of an expansion to the CITY'S sewer system, and one active connection to said sewer system at the landfill site at Manhole No. 25 as more expressly shown on the document entit led MSS-2-89, but subject to any and all of the terms and conditions of this Agreement and any and all laws, ordinances and regulations of the CITY, the Milwailkee Metropolitan Sewer District (MMSD), the Wisconsin Department of Natural Resources (DNR), the Federal Environmental Protection Agency (EPA) and any and all other government agencies and laws as they may from time to time be amended. This connection is to serve only the cross-hatched area on the map which is attached hereto and marked Exhibit A. All additional connections to Manhole No. 25 (a maximum of two are allowed) shall be plugged and may not become active or convey sewage, leachate or effluent flows unless a separate agreement is entered into with the CITY. That said $650,000 will be used by the CITY as a grant in aid of construction of the sewer line described on the document entitled MSS-2-89; that furthermore WASTE shall pay to the CITY certain reserved capacity assessments on terms and conditions described later in this Agreement and any and all other connection fees, user charges and other similar charges. 2. WASTE agrees to pay the $650,000 referred to above in accordance with the following schedule of events: A. $125,000.00 (less engineer fees already paid the CITY on this project) upon award of the construction contract known as MSS-2-89. B. $225,000.00 when construction is certified to be 50% complete by the city engineer for the CITY. C. $225,000.00 when construction is substantially completed.to be certified by the city engineer for the CITY. D. $75,000.00 upon the certification that the system is ready to use by the city engineer for the CITY. In order to secure payments as stated in the above-schedule, upon execution of this Agreement by the last of the two parties, WASTE shall execute in favor of the CITY an irrevocable Letter of Credit or at WASTE'S option, establish an Escrow Account in favor of the CITY. Either of the above shall be in a form acceptable to the CITY and shall allow the CITY, with no further agreement from anyone, to withdraw the sums stated in this paragraph upon the CITY in writing, stated to the financial institution involve?. that the condition stated above has been accomplished. 3. That the monies referred to above to be provided by WASTE will be used for the design, construction, installation and any and all related expenses having to do with the construction of the sewer line described on the document entitled MSS-2-89: that the necessary connection, the sewer lateral from Manhole No. 25 as described on the document entitled MSS-2-89, any holding facility, any pretreatment facility and any other similar facility shall be -2- constructed and paid for by WASTE, but to the specifications of the city engineer for the CITY; that WASTE shall be connected to the CITY sewer system on or before one hundred twenty (120) days from the city engineer, certifying the system is ready to use. 4. That the CITY’S obligations under this Agreement are contingent upon obtaining the approval of any and all necessary government agencies for this project and obtaining a contract or contracts for construction of said sewer line which are acceptable to the CITY at its sole discretion and the CITY obtaining financing for said project which is acceptable to the CITY at its sole discretion. If any contingency in this paragraph is in the sole opinion of the CITY, not met, the CITY, at its option, may declare this agreement null and void except that WASTE shall be responsible for any and all engineering, legal and similar expenses incurred by the CITY concerning this project to that date. If the CITY declares this contract null and void, the letter of credit stated above shall be released when all fees .. stated in this paragraph have been paid and any RCA fees paid will be refunded. 5. WASTE shall provide on site storage for leachate and/or other waste in the event that said leachate and/or other waste is determined to be harmful to the sewer system of the CITY or to be in any other way harmful by the city engineers and/or “SD and/or any other governmental agency: that in no event shall the on-site storage be determined to be adequate unless it has a minimum capacity for storage of all waste to be generated in a two day period . 6. WASTE shall pretreat its discharge if it is required to do so by the CITY, “SD or any other governmental agency: in no event shall there be any discharge into the CITY sewer system which has a measured value of a pH level which shall fall below 5.5. 7. WASTE shall pay any and all additional charges (such as use and/or strength changes) for its discharges into the sewer I - 3- system in compliance with the rules of the CITY, MMSD and any other applicable government agency which may be in affect from time to time. The CITY shall provide all billings to WASTE for user charges including strength of discharge costs in addition to normal sewage user charges. Additional charges for strength will be billed in the quarterly billing period after the charges are incurred by the CITY from "SD. 8. WASTE is subject to regulation by the Federal, State and local standards and in the event there is a conflict between said standards, WASTE will be subject to the most strict standard; WASTE will never discharge any discharge into the sewer system which contributes to any of the following conditions: A. Interference with the MMSD treatment plant and operation as determined by MMSD or its successors. B. Excessive hydrogen sulfide formation and/or the formation of other corrosive and or harmful substances in the sewer system as determined by the CITY, "SD or any other governmental agency. C. Contributing to any other condition which the CITY, MMSD or any other government agency believes is harmful to said system. D. Any discharge attributable to discharge by WASTE which the CITY, MMSD or any other government agency believes may adversely affect the system. E. Objectional odors in the sewer system as determined by the 'CITY, MMSD or any ather governmental agency. 9. Copies of all sampling results from the testing of discharge from this site shall be forwarded simultaneously to the CITY at the time they are submitted to MMSD or other entity requesting the test. 10. WASTE shall not increase the use of potable or process water or in any way attempt to dilute a discharge as a partial or complete substitute for adequate treatment to achieve compliance with limitations contained in this permit. WASTE shall provide -4- protection from the possibility of discharge of prohibited Or regulated materials or substances as may be established from time to time by the CITY, MMSD or other government agency: where the CITY, MMSD or another government agency determines it is necessary, WASTE shall provide, at their expense, facilities to prevent discharge of prohibited materials and.said facilities shall be maintained at the expense of WASTE: WASTE shall notify the CITY, MMSD, DNR and any other applicable government agency immediately upon the occurrence of any discharge of prohibited substances and WASTE shall be solely responsible for any expense and/or damages caused by said discharge and any related engineer, legal or similar expense. 11. WASTE may discharge into the sewer system a maximum of 20,000 gallons per day without further consent of the CITY provided, however, that it pays any and all RCA charges, user fees, additional charges based on strength, etc. required for said additional discharge. WASTE'S discharged into the sewer system shall never exceed 20,000 gallons per day on any day unless this contract is amended in writing by the parties hereto, and the CITY is under no obligation to provide for any larger volume of use by WASTE: that WASTE will only discharge into the sewer system using the discharge procedure set by the Utility Superintendent of the CITY. The Utility Superintendent may not prohibit discharge from WASTE without reasonable cause. If such cause does arise, WASTE will store its leachate until such cause is removed, at which time it shall be allowed to discharge the stored leachate in an amount up to, but not exceeding the aforementioned maximum daily limit. The Utility Superintendent shall not intentionally restrict or prohibit WASTE'S discharge so as to cause the discharge once the restriction or prohibition is removed, to be in excess of the aforesaid daily discharge limit. Appropriate notice shall be given by either party prior to altering the discharge schedule. WASTE shall only be allowed discharges for those areas allowed within this Agreement and as more specifically described and shown - 5- as the cross-hatched area on the map which is attached hereto and marked Exhibit A. 12. Agents, employees or representatives of the CITY, MMSD and any other governmental agency shall have the right to inspect the property of WASTE at any time upon reasonable prior notice concerning compliance with the terms of this agreement: the CITY. MMSD and/or any other governmental agency shall have the right to calibrate the sewer meter or meters used by WASTE at any reasonable time upon reasonable notice. 13. WASTE shall indemnify and save harmless the CITY, its officers, agents and employees and shall defend the same from and against any and all claims, losses, damages, suits, judgments, costs, expenses, attorneys fees, etc., to whomever owed and by whomever and whenever they are sought, ordered or maintained, which may in any manner result from, or arise in the course of, out of or as a result of WASTE'S discharge into the CITY'S sewer system pursuant to this Agreement: or by the violation of WASTE of any rules, laws, regulations, ordinances of any governmental unit or agency pertaining to the discharge into said sewer system. Said losses or damages indemnified against may be those of the CITY. 14. Over and above any other payments required by the CITY, upon the execution of this contract, WASTE shall pay a reserve capacity assessment in the total amount of $148,688 for the purchase of 84 RCA's at a price of $1,770 per RCA. One RCA equals two hundred gallons per day and will allow, at no further RCA cost, WASTE to discharge into the system a maximum of 16,800 gallons per day: any flow in excess of 16,800 gallons per day shall result in WASTE having to purchase additional RCA's at the then current terms and conditions and price and the monies for the purchase of said RCA's shall be due and payable immediately, and if not paid immediately, shall be extended upon the tax role as a delinquent tax against the property of WASTE described as the cross-hatched area on the map which is attached hereto and marked -6- Exhibit A attached hereto and all proceedings in relation to the e collection, return and sale of the property for delinquent real estate taxes shall apply to such special assessment except as otherwise provided by law. 15. If in the future WASTE makes application to the appropriate government entity or entities to expand its landfill site onto the property described on Exhibit B, a copy of which is attached hereto and made a part hereof, and gives the CITY notice of the same, the CITY shall then make a good faith effort to convince the appropriate government entities to amend the 2005 sewer service area so as to include the territory described on Exhibit B. If the appropriate government entities include said area described on Exhibit B in the 2005 sewer service area so as to have the effect of making said area capable of being served by sewer, then in that event, the area described on Exhibit B shall be treated as part of the area described on Exhibit A and subject to the terms and conditions of this Agreement. DATED this day of , 1989. CITY OF MUSKEG0 WISCONSIN, INC . WASTE MANAGEMENT OF By : By : WAYNE G. SALENTINE, Mayor President By: JEAN K. MARENDA, Clerk By : Secretary - 7- EXHIBIT A INITIAL SEWER SERVICE AREA 7 EXHIBIT B AREA TO BE SERVED UNDER SECTION 15 OF THE AGREEMENT m