2002-285REVISED RESOLUTION NO. 2002 - 285
A resolution authorizing the Letter of Intent (LO]) to negotiate amendments and/or a new
three party agreement to the danesville Landfill Gas Extraction Leases and Agreements with
danes LFG Corporation and Ameresco, Inc.
WHEREAS, the City of Janesville, a Wisconsin Municipal Corporation located in Rock
County ("City") currently has in effect various non-exclusive Landfill Gas Extraction Leases and
Agreements including, but not limited to, an Acquisition & Security Agreement, Gas Purchase
Agreement, Operations & Maintenance Agreement, and Landfill Gas Lease ("Current Leases &
Agreements") with Janes LFG Corporation, a Massachusetts Corporation ("Janes LFG") for the
extraction, collection and marketing of gas from the Janesville Landfills located at 525
Blackbridge Road, City of Janesville, County of Rock, State of Wisconsin 53545 ("Landfills");
and
WHEREAS, such current Leases and Agreements were found in the best interest of and
benefit to the City and authorized by the Common Council on Monday, September 28, 1998 in
adopted File Resolution No. 98-2290; and
WHEREAS, Ameresco, Inc., a corporation organized under the laws of the State of
Delaware, USA ("Ameresco") wishes to become a party to said arrangements with new
provisions, certain amendments to the current provisions, and/or new three party agreement(s)
with the City so as to utilize the gas and market the power produced from the Landfills; and
WHEREAS, Janes LFG concurs in the contingent assignment and Amereso proposals,
and shall terminate its rights and interests under the current Leases and Agreements at the time of
any such assignment; and
WHEREAS, the City Administration and Ameresco desire to finalize negotiations of the
substantive terms and provisions of an agreement that would facilitate Ameresco's utilization of
the gas and marketing of the power produced at the Landfills, and future assignment and
assumption; and
WHEREAS, the substantive terms of those administrative negotiations have resulted in
the proposed Letter of Intent (LOI) among the City of Janesville, Janesville LFG and Ameresco,
a true and correct photocopy of which is attached hereto and incorporated herein as if fully set
forth verbatim; and
WHEREAS, the City Administration recommends that a final agreement based upon the
parameters, provisions and substantive points set forth in the Letter of Intent (LOI) be entered
into amongst the City, Ameresco and Janes LFG: and
WHEREAS, the Common Council hereby find that the terms and provisions set forth in
the Letter of Intent (LOI) and such final amendment and/or new agreement(s) are acceptable, of
benefit to and in the best interest of the City; and
WHEREAS, final agreements amongst the City, Ameresco and Janes LFG shall be
reached and entered into once the final details, provisions, terms, and points are negotiated and
agreed upon amongst the City, Ameresco and Janes LFG; and
WHEREAS, the City Administration and Common Council hereby find such utilization
and marketing proposal, contingent future assignment, and substantive points set forth in the
Letter of Intent all in the best interest and of benefit to the City and community, and otherwise
authorized by Sections 66.0101, 62.11(5), 62.22(1), 62.23(17)(b) and other applicable provisions
of the Wisconsin Statutes.
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Janesville as
follows:
The Proposed Letter of Intent (LOI) is hereby authorized. The terms, provisions, and
substantive provisions set forth therein are approved. The City Administration may
execute and deliver same to Ameresco and Janes LFG on the City's behalf; and
The City Administration is hereby authorized to finalize negotiations with Ameresco and
Janes LFG;
The City Administration is authorized, on the City's behalf, to enter into such final
agreement(s)/amendment(s) without the necessity for further Council review, action or
approval if the City Administration finds such final agreement(s)/amendment(s)
acceptable;
The City Manager and/or his designees may, from time to time and at any time, take
whatever other and additional actions, and negotiate, draft, execute, enter into, amend,
file, record and perform, on behalf of the City of Janesville, such other actions,
agreements, and amendments that the City Manager may determine at his sole discretion
to be necessary and/or desirable to effectuate the intent of this Resolution and/or that he
may determine to be in the best interest and/or of benefit to the City, all without the
necessity for further Common Council review, authorization or action.
ADOPTED: September 23, 2002
gl'even E. Sheiffer,'~ity Manager -
ATTEST:
Je~An~n ~li*, &ity (fle~:k-Trehsurer 7/~/_ .
APPROVED AS TO FORM: S-~-~l"~', ~ ~', a~.OO ~
City Attorney
Proposed by: City Administration
Prepared by: City Attorney
MOTION BY: Williams
SECOND BY: Brien
COUNCILMEMBER AYE NAY Pass ABSENT
STEEBER X
MURPHY X
DAMRON X
WILLIAMS X
DEGARMO X
BRIEN X
O'LEARY X