HomeMy WebLinkAboutResolutions 1993 (40) RESOLUTION APPROVING ACKNOWLEDGMENT
AND CONSENT OF THE COUNTY AND SECOND
AMENDMENT TO RESTATED AND AMENDED SERVICE
AGREEMENT BY AND BETWEEN ST. CROIX COUNTY,
WISCONSIN AND AMERICAN RESOURCE RECOVERY OF
ST. CROIX, WISCONSIN LIMITED PARTNERSHIP
Resolution No. -
St. Croix County, Wisconsin
WHEREAS, St. Croix County and American Resource Recovery of St. Croix,
Wisconsin Limited Partnership (ARR) entered into a Restated and Amended Service
Agreement dated July 28, 1987 (Service Agreement) pursuant to which ARR is to operate
and maintain a waste -to- energy facility in the County; and
WHEREAS, as one condition to obtaining funding to finance the construction of the
facility, ARR obtained the consent of the County to assign the Service Agreement to the
initial lenders, Prudential Insurance Company and Prudential Interfunding Corp.; and
WHEREAS, ARR desires to refinance its loan obligation to more favorable terms
through a bond issue from the City of New Richmond; and
WHEREAS, ARR is again required to obtain the consent of the County to an
assignment of the Service Agreement to a bond trustee; and
WHEREAS, the Waste Management Committee identified four issues which it
considered material that would have to be satisfied by ARR before a recommendation to
approve the assignment could be made:
1. The County is exposed to increased financial risk if the Service Agreement
were terminated due to "uncontrollable circumstances" caused by a change in or change in
the interpretation of a law, rule or regulation affecting the operation of the facility.
2. The County cannot certify that no events of default exist under the Service
Agreement because of the existence of notices of violation issued to ARR by the DNR.
3. The refinancing created an additional lender which the County may have to
deal with in the future.
4. The County is concerned that ARR is not adequately managing the flow of
waste or the dumping of waste at the facility;
and
WHEREAS, ARR has provided assurances that address all four issues as follows:
1. Section 10.08 of the Service Agreement will be amended to provide that
the County will never be liable for payment of an amount that exceeds the
amount which would have been payable under the Prudential loan
arrangement; will pay the amount due under the Prudential loan arrangement
or the bond arrangements, whichever is less; and will not pay any portion of
any amount which is in arrears or accrued interest or penalty thereon.
2. The provision of the acknowledgment and consent of the County to the
assignment of the Service Agreement requiring the County to certify that no
events of default exist as of the date of signing the acknowledgment and
consent will be amended to except out notices from DNR, to which the
County expresses no opinion.
3. Section 10.08 and 14.17 of the Service Agreement will be amended to
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provide that the County will deal with and be responsible to only the bond
trustee.
4. ARR will add as a listed project in the bond documents a "transfer station"
to be added to the waste -to- energy facility to eliminate waste management
problems; and
WHEREAS, the Waste Management Committee recommends approval of a second
assignment of the Service Agreement and a second amendment to the Service Agreement,
provided that documentation still to be provided to the County adequately reflects the
assurances of ARR; further provided that no conditions exist on the date the County is to
sign the acknowledgment and consent to assignment of the Service Agreement that would
make any of the respresentations contained in the acknowledgment and consent untrue;
further provided that the documents are approved by the Waste Management Committee,
waste management staff and corporation counsel;
THEREFORE, be it resolved by the St. Croix County Board of Supervisors that it
approves the acknowledgment and consent of the County to a second assignment of the
Service Agreement to a bond trustee and approves a second amendment to the Restated
and Amended Service Agreement By and Between St. Croix County, Wisconsin and
American Resource Recovery of St. Croix, Wisconsin Limited Partnership, provided that the
conditions listed above are met;
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FURTHER, be it resolved that, upon approval of the documents, the Board Chair
and County Clerk execute the documents on behalf of the County.
in
Dated this /- day of fl +1993.
Offered by: Waste Management Committee
Negative Affirmative
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