Home Page: Operating Agreement
|
Latest Operating Agreement
CONSOLIDATED KOSHKONONG SANITARY DISTRICT
SECOND ADDENDUM TO
MARCH 22, 2005 OPERATING AGREEMENT
THIS AGREEMENT is made and entered into effective as of the 1ST day of January, 2010, by and between the Koshkonong Sanitary District No. 1, Town of Milton, the Koshkonong Sanitary District No. 2, Town of Fulton, the Town of Fulton Sanitary District No. 2, Town of Fulton, the Koshkonong Sanitary District No. 3, Town of Albion, the Albion Sanitary District No. 4 (ASD4), and the Koshkonong Sanitary District No. 4, Town of Sumner. Each of the above entities are sometimes known herein as a Town Sanitary District, or are sometimes collectively known herein as the Town Sanitary Districts.
WHEREAS, on or about August 13, 2002, the Town Board of the Town of Albion passed an Order creating the ASD4 under Chapters 60.70 through 60.79 of the Wisconsin Statutes, which Order was recorded in the Dane County Register of Deeds office, and which Order is incorporated herein as though fully set forth at Exhibit A (and which Order joins the other Town Sanitary District Orders and Resolutions contained at Exhibit B of the Operating Agreement); and
WHEREAS, the ASD4 expanded its legal boundaries by an order in 2006, which legal boundaries are included in Exhibit A, attached hereto and incorporated herein; and
WHEREAS, the ASD4 intends to replace its existing commissioners with the Albion Town Board as the Commissioners shortly after adoption by all parties of this Agreement; and
WHEREAS, the Town Sanitary Districts (with the exception of the ASD4) have joined together under the Wisconsin intergovernmental cooperation law (Chapter 66.0301, Wis. Stats.) to form the Consolidated Koshkonong Sanitary District (CKSD); and
WHEREAS, after making the appropriate application, on or about September 28, 2009 the CKSD granted the ASD4 a Variance concerning various matters and has requested the ASD4 to join, and ASD4 has agreed to join, the CKSD; and
WHEREAS, this Amendment, which has been approved by all of the Town Sanitary Districts, is intended to amend the CKSD Operating Agreement dated on or about March 22, 2005 (the Operating Agreement) and to allow the ASD4 to join the CKSD.
NOW, THEREFORE, for valid consideration, the receipt, adequacy, and sufficiency of which is hereby acknowledged by all parties hereto, the Town Sanitary Districts agree as follows:
1. Recitals. The above Recitals are true and correct.
2. ASD4 To Join CKSD. Effective as of January 1, 2010 (and subject to that certain Agreement between the ASD4 and the CKSD which also becomes effective on January 1, 2010), the ASD4 shall join the CKSD. The ASD4 acknowledges and agrees that it has reviewed the Operating Agreement, makes all representations, warranties and covenants contained therein, and agrees to abide by each and every term contained therein as though the ASD4 were an original signatory thereto.
3. Powers Granted To CKSD. The ASD4 grants all powers which the ASD4 has to the CKSD, including but not limited to, those powers granted to town sanitary districts under the town sanitary district law, as such law may be amended from time to time. Such powers are granted in full to the CKSD pursuant to the intergovernmental cooperation law, to be exercised pursuant to the terms of the CKSD Operating Agreement. Such grant of power is not an abdication of the ASD4s powers under town sanitary district law, but is simply a grant of all such powers to the CKSD in order to act on the ASD4s behalf. Notwithstanding the foregoing or anything to the contrary contained herein, the ASD4 shall retain all power and authority to borrow, lend, or service any debt which is in addition to CKSD debt.
4. Representation and Warranty. The ASD4 represents and warrants to the other Town Sanitary Districts and to the CKSD that it has been granted full power and authority under the town sanitary district law to act in accordance therewith, and that it has full power and authority to enter into this Addendum and the Operating Agreement.
5. ASD4 System. It is the further intent of this Amendment that the ASD4 contribute its operating system, equipment, accounts and intangibles to the CKSD (subject to all terms and conditions of any grants or loan programs utilized to construct such system and equipment), to be used for the general good of the CKSD. As such, the CKSD shall have the full right to use such system, equipment, accounts and intangibles for the general maintenance and upkeep of the entire, consolidated CKSD system. As such, in the event the ASD4 has available to it or is required to maintain equipment replacement accounts, the CKSD shall have access to these accounts in order to benefit the entire CKSD system.
6. Clean Water Fund Loan. The CKSD is currently undertaking a major pumping station rehabilitation project which will require the CKSD (and its constituent Town Sanitary Districts) to borrow approximately $4,400,000 (the Bonds) from the Clean Water Fund using a bond issuance which is expected to take place in early 2010 (and interim financing in the meanwhile). Given that the ASD4 does not have adequate general obligation bond taxing authority (as determined by the State of Wisconsin Department of Administration), the ASD4 has requested, and the CKSD has agreed, to allow the ASD4 to refrain from contributing its bonding authority. However, the ASD4 agrees to execute a Contribution Agreement with the remaining Town Sanitary Districts whereby in the event that the remaining Town Sanitary Districts must use their taxing authority to assist the CKSD in repaying such bonding debt, then in that event the ASD4 will levy special user fees on its customers to repay such amounts to the remaining Town Sanitary Districts so that all six Town Sanitary Districts shall have contributed the proportion that their Equalized Assessed Value relates to the sum of the combined total Equalized Assed Values of all of the Town Sanitary Districts.
7. District Service Area. ASD4 shall use its town sanitary district legal boundaries as its District Service Area (as defined in the Operating Agreement) until 2010, after which it will following the procedures set forth in Section 11 of the Operating Agreement to modify the boundaries.
8. Waiver of Liability. The CKSD and the ASD4 agree that no party hereto shall be responsible or liable to any other party hereto for any claim, damage, loss or expense caused by the breakdown or failure of any sewer facilities affected by this Agreement which is not due to the gross negligence or willfully tortuous act of the responsible party.
9. Binding Effect. This Agreement shall be binding on each party and its successors and assigns, by consolidation, merger, or otherwise.
10. Counterparts. This Agreement may be signed in several counterparts, each of which shall be an original, but all of which together shall constitute the same instrument. Delivery of a signed counterpart by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Agreement.
11. Notices. All communications or notices required or permitted by this Agreement shall be in writing and shall be deemed to have been given at the earlier of the date when actually delivered to a party or to an officer of a party, when deposited in the United States mail, in certified or registered form, postage prepaid, return receipt requested, or by facsimile transmission, and addressed as follows, unless and until each of such parties notifies the others of a change of address:
Consolidated Koshkonong Sanitary District
328 East Ellendale Road
Edgerton, Wisconsin 53534
608.868.7191 (ph)
608.884.6447 (ph)
608.868.5325 (f)
Email: llcksd@centurytel.net
Koshkonong Sanitary District No. 1, Town of Milton
23 First Street
P.O. Box 447
Milton, Wisconsin 53563
608.868.2465 (ph)
608.868.6642 (f)
Email: townofmilton@charter.net
Koshkonong Sanitary District No. 2, Town of Fulton
2738 West Fulton Center Drive
Edgerton, Wisconsin 53534
608.868.4103 (ph)
608.868.4104 (f)
Email: fultonclerk@townoffulton.com
Koshkonong Sanitary District No. 3, Town of Albion
624 Albion Road
Edgerton, Wisconsin 53534
608.884.8974 (ph)
608.884.2130 (f)
Email: albion@milwpc.com
Koshkonong Sanitary District No. 4, Town of Sumner
N1525 Church Street
Edgerton, Wisconsin 53534
608.884.7925 (ph)
608.884.7925 (f)
Email: townsumner@compufort.com
Town of Fulton Sanitary District No. 2
2738 W. Fulton Center Drive
Edgerton, Wisconsin 53534
608.868.4103 (ph)
608.868.4104 (f)
Email: fultonclerk@townoffulton.com
Albion Sanitary District No. 4
624 Albion Road
Edgerton, Wisconsin 53534
608.884.8974 (ph)
608.884.2130 (fax)
Email: albion@milwpc.com
12. Further Assurances. From time to time, and without further consideration, the Commissioners, the various Town Sanitary Districts, and their Commissioners, at their expense, will execute and deliver such further instruments and take such further actions as the CKSD may reasonably require to effectuate the intent of this Agreement.
[Signature page follows.]
IN WITNESS WHEREOF, this Agreement shall become effective as of the date first set forth above.
Koshkonong Sanitary District No. 1, Town of Milton:
By:
Name: Bryan Meyer
Its President Koshkonong Sanitary District No. 3, Town of Albion:
By:
Name: Roger Olson
Its President
By:
Name: Sandy Kunkel
Its Secretary
By:
Name: Julie Hanewall
Its Secretary
Date:
Date:
Koshkonong Sanitary District No. 2, Town of Fulton:
By:
Name: Evan Sayre
Its President
Koshkonong Sanitary District No. 4, Town of Sumner:
By:
Name: John Dohner
Its President
By:
Name: Connie Zimmerman
Its Secretary
By:
Name: Barbara McGann
Its Secretary
Date:
Date:
Town of Fulton Sanitary District No. 2:
By:
Name: Evan Sayre
Its President
Albion Sanitary District No. 4:
By:
Name: Larry Foster
Its President
By:
Name: Connie Zimmerman
Its Secretary
By:
Name: Julie Hanewall
Its Secretary
Date:
Date:
EXHIBIT A
ASD4 RESOLUTION
(on following page)
Archive:
January 1, 2010 2nd Addendum to Operating Agreement
November 17, 2009 1st Addendum to Operating Agreement
May 13, 2009 C.K.S.D. Operating Agreement