WATER USE AGREEMENT
EXHIBIT-10.15
Prepared by: Xxxxxx X. Xxxxx, Xxxxxx & Xxxxxx, 000 0xx Xxxxxx XX, Xxx 0, Xxxxxx, XX 00000 (563) 744-3359
Return document to: Xxxxxx X. Xxxxx, Xxxxxx & Xxxxxx, 000 0xx Xxxxxx XX, Xxx 0, Xxxxxx, xX 00000
Return document to: Xxxxxx X. Xxxxx, Xxxxxx & Xxxxxx, 000 0xx Xxxxxx XX, Xxx 0, Xxxxxx, xX 00000
THIS AGREEMENT is executed this 8th day of June, 2007, by and between the
CITY OF XXXXXX, a municipal corporation (‘City”), and WESTERN DUBUQUE BIO-DIESEL GROUP (‘WDBD”),
which operates a bio-diesel fuel manufacturing facility in Farley, collectively the “Parties.”
Now, therefore, it is mutually agreed as follows:
1 MAXIMUM WATER USE
WDBD shall monitor its water use and keep Water Use within the allocation of 150,000
gallons/day (“allocation”). It is understood that the City bears no responsibility for keeping
water use within the allocation. No additional water will be provided from the City’s water
allocation.
2. MEASURES IF WATER USE IS EXCEEDED
In the event that water use exceeds either the allocation for any year or one-fourth of the
allocation WDBD agrees to pay 1.25 times the normal rate for water above the agreed upon maximum.
3 MINIMUM WATER USE
WDBD agrees to a minimum usage of 50,000 gallons per day as the system improvements were
predicated on such. WDBD will receive a minimum xxxx for 50,000 gallons per day usage. The term of
this provision shall be until State Revolving Fund loan is paid in full.
4. NONCOMPLIANCE WITH AGREEMENT
If WDBD’s quarterly water use exceeds one-fourth of the allocation, or fails to take measures
to reduce water use (as set forth in Paragraph 2) WDBD shall be deemed to have breached this
Agreement. City shall send a letter to WDBD giving notice of the breach, and provide methods and a
time period within to rectify the breach, City may bring an action in the Dubuque County Court to
force compliance. The Parties agree that damages alone would be insufficient to compensate City,
and, as such, specific performance is the appropriate remedy for breach of this Agreement. If such
an action is necessary, or any other legal or administrative action is required to enforce the
terms of this Agreement, the prevailing party shall be entitled to its attorneys’ fees incurred in
the action.
5. TERM OF AGREEMENT
This Agreement will be in effect as long as there is a water use permit in effect for the
City of Xxxxxx from the Iowa Department of Natural Resources (“IDNR”).
6 INDEMNIFICATION:
WDBD agrees to indemnify, defend and hold City harmless from and against any and all costs,
liabilities, damages, expenses, or claims, including without limitation reasonable attorneys; fees,
arising from or in connection with WDBD’s performance or non-performance of this Agreement.
7. AMENDMENTS
No alteration or variation of the terms or conditions of this Agreement shall be valid
unless made in writing and signed by the parties hereto.
8 PARTIAL INVALIDITY
If any provision in this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remaining provisions will continue in full force without
being impaired or invalidated in any way.
9. INTERPRETATION
Parties agree that this Agreement shall not be interpreted against the party who
prepared the Agreement, but shall be interpreted as prepared by both parties, equally.
10. GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of the State
of Iowa, Dubuque County, and the City of Xxxxxx.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the Parties hereto and supersedes any
and all prior agreements, whether oral or written, relating to the subject matter thereof. Any
modifications of this Agreement will be effective only if it is in writing and signed by both
parties hereto.
12 SUCCESSORS; RECORDING
This Agreement shall bind and benefit the Parties and their successors. Upon execution, the
Parties will record this Agreement in the Office of the Dubuque County Recorder to provide notice
of the terms of this Agreement.
The grant and other provisions of this easement shall constitute a covenant running with the
[and for the benefit of the GRANTEE, its successors and assigns.
IN WITNESS WHEREOF, the GRANTOR has executed this instrument this 8th
day of June , 2007.
| CITY OF XXXXXX, IOWA | WESTERN DUBUQUE BIO-DIESEL GROUP |
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By:
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By: | /s/ Xxx Xxxxxx
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| By: | /s/ Xxxxx Xxxxxxxxxxx | |||||||||
| Xxxxx Xxxxxxxxxxx; Director | ||||||||||
STATE OF IOWA
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DUBUQUE COUNTY
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On this 8th day of June , 2007, before me, the undersigned, a
Notary Public in and for the State of Iowa, personally appeared Xxx Xxxxxx, to me personally
known, who, being by me duly sworn, did say that he is the General Manager of the corporation
executing the foregoing instrument; that said instrument was signed on behalf of said corporation
by authority of its Board and that the said Xxx Xxxxxx, as such officer acknowledges the
execution of said instrument to be the voluntary act and deed of said corporation, by it and by
him voluntarily executed.
| XXXX X. XXXXXX COMMISSION NO. 193141 MY COMMISSION EXPIRES 10-22-2009 |
/s/ Xxxx X. Xxxxxx
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STATE OF IOWA
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DUBUQUE COUNTY
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On this day of June , 2007, before me, the undersigned, a Notary Public in and for
the State of Iowa, personally appeared Xxxxxxx Xxxxxxxxx, to me personally known, who, being by me
duly sworn, did say that he is the Mayor of the City of Xxxxxx, Iowa; that said instrument was
signed on behalf of said City of Xxxxxx by authority of its City Council and that the said Xxxxxxx
Xxxxxxxxx, as Mayor, acknowledges the execution of said instrument to be the voluntary act and deed
of the City of Xxxxxx, Iowa, by it and by him voluntarily executed.
| Notary Public in and for the State of Iowa |
