9.a) Agreement With EcoCheck (Natural Systems Utilities, MN, NSU) for Anderson-Erickson Collector and Uptown Sewer Systems Meeting Date: 06/19/2012
Agenda Item: �7 �`�
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City Council Agenda Report
City of Scandia
14727 209�' St. North
Scandia, MN 55073 (651) 433-2274
Action Requested: Approve an agreement with EcoCheck (Natural Systems Utilities,
MN, NSU) for operation of the Anderson-Erickson Collector and
Uptown sewer systems.
Deadline/Timeline: N/A
Background: • The permits issued by Washington County for the Anderson-
Erickson Collector and Uptown sewer systems require that the
City obtain the services of a Minnesota Pollution Control Agency
(MPCA) licensed Service Provider to perform ongoing system
operation, maintenance, and monitoring, and provide a copy of the
contract to the County.
• The city currently has an agreement with the county for operation
of the Anderson-Erickson Collector, which may be terminated
with a 30-day notice to the county once a service provider has
been hired.
• The city's engineering consultants, Stantec, solicited quotes from
service providers. Quotes were received from EcoCheck and from
Septic Check. A comparison of the two proposals is attached.
EcoCheck's proposal is recommended based on price.
• The annual cost of basic services will be$2,880 for the Anderson-
Erickson System and $4,008 for the Uptown System, paid on a
monthly basis. Service not included in the basic rate(septic tank
pumping costs, repairs and emergency service calls) will be billed
separately according to the fee schedule in the agreement.
• The agreement would be effective July 1, 2012 and continue for 2
years. It can be terminated by either party with 45 days notice.
• The agreement does NOT cover the operations and maintenance of
the Bliss Collector portion of the"201" sewer system. This
system operates under a permit from the MPCA and the county
will continue as the operator. This system is more complex and
has different operational requirements than the two systems
covered by this agreement.
Page 1 of 2
06/15/12
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• The City Attorney has reviewed the agreement.
Recommendation: I recommend that the Council:
1. approve the agreement with EcoCheck (NSU, MN LLC) and
authorize the Mayor and Administrator to sign on behalf of the
city; and
2. direct staff to provide the required 30-days written notice to
Washington County terminating the agreement for operation and
maintenance of the Anderson-Erickson system, immediately after
the agreement has been signed by both parties.
Attachments/ • Memo dated June 7, 2012 from City Engineer Phil Gravel
Materials provided: . EcoCheck (NSU, MN LLC) Proposal (June 14, 2012)
Contact(s):
Prepared by: Anne Hurlburt, Administrator
(Wastewater Operations Agreement EcoCheck)
Page 2 of 2
06/15/12
Memo
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Stantec
To: Anne Hurlburt From: Phil Gravel
File: 193802153 Date: June 7, 2012
Reference: Quotes for Sewer System Operations
As requested, Clint Jordahl from Stantec contacted operations/management companies
to solicit quotes for servicing the Anderson-Erickson Collector Facility and the Uptown
Facility. Quotes were requested from 3 firms. Two Proposals/Quotes were received.
The two Proposals received were from the following firms:
• Septic Check (Division of WEX Companies)from Milaca, MN
• Natural System Utilities (EcoCheck)from Chisago City ,MN
Both firms appear to have a fair amount of experience in the operation and
maintenance of collection systems and onsite sewage treatment systems. Both firms
submitted resume information for staff indicating that they have experienced staff.
The basic services proposed by the two firms are similar. Both firms included routine
monthly monitoring, reporting, and basic maintenance of the facilities in their services.
The Proposals included the following monthly costs for the basic services (separated
between Anderson-Erickson and Uptown systems):
• Septic Check $330/mo. A-E and $395/mo. Uptown
• Natural System Utilities $240/mo. A-E and $334/mo. Uptown
Assuming that both companies generally appear to be equally qualified, then decision
can be made on price. Natural Systems Utilities (EcoCheck) has the lowest price
with basic services at approximately$6,888 per year.
Note that the basic services do not include septic tank pumping, emergency service
calls, repairs, monitoring well sampling, costs for tests from an analytical lab, or other
additional services. At this time, it's difficult to estimate what those costs might be.
Approval of any maintenance contract should be with the understanding that additional
services are not authorized without prior approval.
The Natural Systems Utilities agreement is for a period of two years, but that it includes
a 45-day termination clause. Please contact Clint Jordahl or me if you have any
questions or require any additional information.
One Team.lnfinite So�utions.
�1� EcoCheck
Natural Systems Utilities, MN (NSU)
; ,,
11347 North Ave,Suite 4 ,,*: �:� ,t.;>
Chisago City�M1V SS�1J -�� -- NATURAL SVSTE,M�S UT�f�
Phone:651-257-3511 •Fax:651-257-4490 �`-'�
June 14, 2012
Anne Hurlburt, City Administrator
14727 209`h Street North
Scandia, MN 55073
RE: Proposal for Wastewater Operations of Scandia Anderson-Erickson Collector Facility
And Uptown Facility Operations revised June 14,2012
Dear Ms. Hurlburt:
Natural Systems Utilities, MN (herein referred to as "NSU") is an award winning leader in providing
water and wastewater system operations and management for residential developments, commercial
entities and small communities and has a vast amount of experience operating facilities like the
Anderson-Erickson Collector and the Uptown Facilities. Currently we operate over 65 water and
wastewater systems throughout the State of Minnesota including 15 in Washington County. We are
the most recognized company in Minnesota for compliance of wastewater treatment systems, with
22 MPCA Wastewater Operations Awards received in 2011 and over 100 awards since 2002.
We understand you are looking for a licensed operator who is able to provide 24/7 emergency
services with reliability and accountability. NSU is capable of ineeting this need with four
operators on staff who are cross trained in managing dozens of different wastewater
technologies.
NSU is submitting the following proposal for wastewater operation services for the Scandia
Anderson-Erickson Collector Facility and the Uptown Facility.
The existing Anderson-Erickson wastewater facility consists of STEP collection system, a main
lift station and a series of three gravity flow trenches for disposal. We understand that a flow
study is currently being conducted along with an audit of the system's components to determine
the feasibility to upgrade equipment and potentially capacity of the facility. NSU has been
involved in many corrective action plans and system component replacements, including design
review, control panel and equipment specifications, system startups, training, and maintenance
manual writing.
Based on the Bolton &Menk Wastewater Masterplan, the existing wastewater treatment system
for the Uptown WW System is a soil based subsurface sewage treatment system (SSTS),
consisting of a gravity collection sewer with four lift stations, fourteen septic tanks ranging in
size from 1,000-gallons to 3,000 gallons, and a gravity fed drainfield with nine drop box fed
trench laterals (2,250 ft of trench) comprising 6,750 square feet of absorption area.
In this proposal, based on the Washington County issued permit and the BMI Master Plan, we
assume a minimum of two site visits per month will be required, with each site visit lasting
Winners of 22 Wastewater Operation Awards from the Minnesota Pollution Control Agency in 2011.
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approximately 1-2 hours in duration. Some months may be more or less, depending upon the
needs of the system. Due to the fact that we currently have number of projects in the Scandia
area, we believe that we can cost effectively provide wastewater operation services to the City.
We look forward to discussing this opportunity with you furiher. If you have any questions about
this proposal or our services, please feel free to contact me at(612) 616-8392.
Sincerely,
Natural Systems Utilities,MN LLC
Tom Birkeland
Senior Project Manager
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Scandia Wastewater Operations Proposal
June 14, 2012
I. ASSUMPTIONS
The following assumptions were considered:
NSU Assumes the Followin�:
1. The City's Maintenance Superintendent will be assigned to serve as NSU's "point of
contact" to facilitate communications. This person will relay communications to the
community and will contact NSU in event of an alarm condition.
2. NSU will be granted access to the wastewater site to perform services as necessary.
3. NSU will provide 24/7 emergency services for the facility in the event they are needed.
Emergency service calls will be responded to as soon as possible. NSU has a history of
responding to alarms within a 2-hour timeframe.
4. The duration of this contract is for 2 years.
5. If additional monitoring is required for permit exceedances or other permit requirements,
services will be provided on a time and materials basis.
6. If permit or regulatory changes occur during the contract period, the terms of the contract
will be revised to reflect the increase in monitoring to maintain compliance with permit
requirements.
7. Contract price will increase for lump sum contract amount and standard billing rates
based upon the percent change of the United States Department of Labor Consumer Price
Index (May report) for all urban consumers U.S. city average starting July 1, 2013.
8. NSU assumes easements are provided for NSU to enter onto private property to perform
the necessary maintenance services. If easement or rights of entry issues occur, the City
will work with the property owner to resolve.
9. NSU will manage all work completed by third parties (septic tank pumping, major
repairs).
Below are other permit driven responsibilities of the Owner:
1. The Owner shall comply with the terms and conditions specified in the SSTS Permits
issued from Washington County. NSU will operate the system in accordance to the
permit conditions.
This Contract Excludes:
1. Septic tank pumping costs, repairs and emergency service calls for the wastewater system
are in addition to the contract amount.
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II. PROPOSED NSU SERVICES
WASTEWATER OPERATION SERVICES ANDERSON ERICKSON SYSTEM
1. Perform site visits to the facility a minimum of twice per month to evaluate system
performance.
2. Perform analytical monitoring as defined in the Washington County Permit, dated March
2012.
3. Coordinate with the analytical lab for analysis of samples and report results to the City.
4. Provide correspondence on a monthly basis on items that arise at the wastewater system.
5. Record pump run times, event counts and amp draws for all pumps in the system to
ensure proper operations.
6. Perform drawdown tests on lift station pumps to calibrate flow rates.
7. Confirm all equipment in the control panel and motorized valves are functional on each
site visit.
8. Maintain records of active trench rotation and ponding status monthly.
9. Measure sludge and scum in septic tanks or implement a schedule to assist you in
determining when septic tanks need to be pumped.
10. Note maintenance activities required at the site and maintain a logbook.
11. Implement a winterizing plan (as developed by NSU) to minimize the potential for
freezing prior to winter.
12. Perform periodic operational control monitoring prior to equipment adjustment.
13. If so desired by the City, place competitive bids for a pumping contract and recommend a
pumper with the best bid.
WASTEWATER OPERATION SERVICES UPTOWN SYSTEM
1. Perform site visits to the facility a minimum of twice per month to evaluate system
performance.
2. Perform analytical monitoring as defined in the Washington County Permit, dated
January 2012.
3. Coordinate with the analytical lab for analysis of samples and report results to the City.
4. Provide correspondence on a monthly basis on items that arise at the wastewater system.
5. Record pump run times, event counts and amp draws for all pumps in the system to
ensure proper operations.
6. Perform drawdown tests on lift station pumps to calibrate flow rates.
7. Confirm all equipment in the control panel and motorized valves are functional on each
site visit.
8. Maintain records of active trench rotation and ponding status monthly.
9. Measure sludge and scum in septic tanks or implement a schedule to assist you in
determining when septic tanks need to be pumped.
10. Note maintenance activities required at the site and maintain a logbook.
11. Implement a winterizing plan (as developed by NSU) to minimize the potential for
freezing prior to winter.
12. Perform periodic operational control monitoring prior to equipment adjustment.
13. If so desired by the City, place competitive bids for a pumping contract and recommend a
pumper with the best bid.
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ADDITIONAL TASKS
1. Provide 24/7 service calls as needed at the community treatment system site. Service calls
are events that fall outside of the "Wastewater Operation Services" tasks and need urgent
attention (i.e. responding to grinder pump alarms).
2. Perform Monitoring Well Sampling.
3. Perform other services as requested by the Owner that are beyond the scope of this
contract.
III. COSTS OF NSU SERVICES
Wastewater Operation Services will be invoiced on a lump sum basis of$240.00 per month for
the Anderson Erickson Facility and $334.00 for the Uptown Facility ($6,888 annually). Expenses
such as mileage, analytical lab fees and field materials are included in the fee. Such amount may
increase as provided in Section I (7) above beginning on July 1, 2013.
Additional Tasks will be charged as stated below:
• Service Calls (Item 1 under Additional Tasks) will be charged at $100 per event, plus
time and materials in accordance with the NSU Standard Billing Rates including calls to
coordinate repairs by subcontractors.
• Monitoring Well sampling cost will be $100 per well per event, if required.(Subject to
CPI increase).
• Other services (Item 3 under Additional Tasks) will be provided as requested on a time
and materials basis, in accordance with the schedule attached here to.
PROPOSAL ACCEPTANCE
The Owner accepts this proposal including the attached General Terms and Conditions, and NSU
is authorized to proceed with the services described herein. This proposal is valid for 30 days.
City of Scandia Natural Systems Utilities,MN LLC
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) �
By: By:
Name: Name: Ryan Brandt
Title: Title: President
Date: Date: June 14, 2012
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NATURAL SYSTEMS UTILITIES,LLC STANDARD 2012 BILLING RATES
For
WATER AND WASTEWATER OPERATION SERVICES
POSITION STANDARD BILLING RATE
Project Principal $125.00/hour
Senior Water/Wastewater Operator III $120.00/hour
Senior Water/Wastewater Operator II $100.00/hour
Junior Water/Wastewater Operator I $90.00/hour
Field Services $85.00/hour
Administration $85.00/hour
EXPENSES
Mileage $0.555/mile (prevailing rate)
Travel expenses At Cost
Other expenses At Cost plus 10%
OTHER OPERATION SERVICES
Confined Space Entry $75 per entry permit
Use of HAZMAT Monitoring Equipment $40/hour(minimum 1 hour)
EMERGENCY SERVICES/SERVICE CALLS
Service Call $100 each response
Labor associated with repairs or services Time and Materials in accordance with
standard billing rates
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General Terms and Conditions
1. STANDARD OF PERFORMANCE
All services of ("WASTEWATER OPERATOR") and its affiliates, subsidiaries, independent professional associates,
consultants,and subcontracrors required by this agreement between OWNER and WAS1'EWATER OPERATOR("AgreemenP')
will be performed in a reasonable and prudent manner in accordance with generally accepted WASTEWA'I'ER OPERATOR
practice. All estimates,recommendations,opinions,and decisions of WASTEWATER OPERATOR will be made upon the basis
of the information available to WAS'TEWA7'ER OPERATOR and WASTEWATER OPERATOR's experience, technical
qualifications,and professional judgment.
THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY
OTHER WARRAN'I'IES OR GUARANTEES WHATSOEVER, EXPRESSED OR IMPLIED, WITH RESPECT TO ANY
SERVICE PERFORMED OR MATERIALS PROVIDED UNDER THE AGREEMENT
2. INVOICES
Invoices will be submitted periodically (customarily on a monthly basis) and, unless disputed by Owner, are due and payable
upon receipt. Unpaid undisputed balances shall be subject to an additional chazge at the rate of one and one-half(1.5)percent per
month from the date of invoice, if the unpaid balance is not paid within 30 days of the date of the invoice. In addition,
WASTEWATER OPERATOR may, after giving 30 days written notice to OWNER, suspend services without liability until
OWNER has paid in full all undisputed amounts due WASTEWATER OPERATOR on account of services rendered and
expenses incurred, including interest on past-due undisputed invoices. Payment of invoices is not subject to discounting by
OWNER. However, Owner may dispute some portion or all of an invoice in which event the parties shall meet to attempt to
resolve such dispute pursuant to Section 16. Owner shal] not be required to pay any undisputed invoice or portion thereof until
the dispute has been fully and finally resolved.
3. CHANGES OR DELAYS
For work outside the swpe of the June 14`h, 2012 agreement between parties, unless the accompanying proposal provides
otherwise,the proposed fees constitute WASTEWATER OPERATOR's estimation to perform the services required to complete
the project as WAS1'EWA1'ER OPERATOR understands it to be defined. For those projects involving conceptual or process
development services, activities often aze not fully definable in the initial planning. In any event, as the project progresses,the
facts developed may dictate a change in the services to be performed,which may alter the scope. WASTEWATER OPERATOR
will inform OWNER of such situations so that changes in scope and adjustments to the time of performance of the services,
whether or not changed by any order,and equitable adjustment shall be made,and the Agreement modified accordingly.
4. PAYMENT
Where the method of payment under the Agreement is based upon cost reimbursement(e.g.,hourly rate,time and
materials,direct personnel expense,or per diem),the provisions of subparagraph a.shall apply in addition to the
provisions of subparagraphs b. through d.
a. Direct costs, excluding travel and subsistence, are payable at actual documented cost plus ]0% for handling and
administration.
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b. The minimum time segment for charging fieldwork is two(2)hours unless specifically addressed in the proposal. The
minimum time segment for charging work done at any of WASTEWATER OPERATOR's offices is one-half hour.
c. If a lump sum fee is proposed, expenses are inc]uded as part of the lump sum fee. Otherwise project related office
expenses such as shipping,communication,subcontractors,printing and reproduction,computer services,supplies and
equipment will be calculated with a 10% mark-up. Travel and subsistence expenses of personne] when on business
connected with the Project are reimbursable at cost. The use of re-usable field and support equipment owned by
WASTEWATER OPERATOR will be billed at pre-determined rates.
d. When applicable, rental charges will be applied to cover the cost of pilot-scale facilities or equipment, apparatus,
instrumentation,or other technical machinery. When such charges are applicable,OWNER will be advised at the start
of the assignment, task or phase. Analyses performed in WASTEWATER OPERATOR's or WAS7'EWATER
OPERATOR's subconsultant's laboratories will be billed on a unit cost-per-analysis basis, unless specified otherwise
in the accompanying Proposal.
e. Invoices based upon cost reimbursement will be submitted showing labor(hours worked) and total expense, but not
actual documentation. If requested by OWNER,reasonable documentation will be supplied.
5. TERM AND TERMINATION
If not defined otherwise in the CONTRACT ACCEPTANCE portion of the conVact, the term of this Agreement shall be for a
period of two(2)years(the"Term"). Notwithstanding the preceding sentence,WAS7'EWATER OPERATOR may terminate the
Agreement by giving forty five(45)days' written notice to OWNER if OWNER is in default under this Agreement and fails to
cure such default within such forty five(45)day period.
OWNER may terminate this Agreement at anytime during the Term by giving forty five (45) days' written notice ro
WASTEWATER OPERATOR. In the event of any such termination,OWNER shall pay al1 fees and expenses associated with
the Project up to the effective date of ternvnation.
6. LIMITATION OF LIABII.ITY
Notwithstanding any other provisions of these General Terms and Conditions, and unless otherwise subject to a greater
limitation,WASTEWAT'ER OPERATOR's total liabiliry to OWNER for any loss or damage,including but not limited to special
and consequential damages arising out of or in connection with the performance of services or any other cause, including
WASTEWATER OPERATOR's professional negligent acts, errors, or omissions, shall not exceed $250,000, and OWNER
hereby releases WASTEWATER OPERATOR from any liability above such amount.
7. INSURANCE
During the term of this agreement,the WASTEWAT'ER OPERATOR agrees to provide evidence of insurance coverage with limits of
liability coverage of not less than$250,000 and naming OWNER as an additional insured there under.
8. PROJECT SITE
OWNER shall furnish or cause to be furnished to WASTEWATER OPERATOR all documents and information in OWNER's
possession that relate to the identity,location,quantity,nature,or characteristics of any hazazdous waste at,on,or under the site.
In addition,to the extent reasonably available to it,OWNER shall furnish such other reports,data,studies,plans,specifications,
documents, and other information regarding surface and subsurface site conditions requested by WASTEWATER OPERATOR
for proper performance of its services. WASTEWATER OPERATOR shall be entitled to rely upon OWNER provided
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documents and information in performing the services required under this Agreement;however,WASTEWATER OPERATOR
assumes no responsibility or liability for the accuracy or completeness of said documents and information. OWNER-provided
documents will remain the property of OWNER.
Except for contractors or subcontractors retained directly by WASTEWATER OPERATOR,WAS1'EWA1'ER OPERATOR will
not direct, supervise,or control the work of contractors or their subcontractors. WASTEWAT'ER OPERATOR's services will
not include a review or evaluation of the contractor's(or subcontractor's)safety measures.
Except for contractors or subcontractors retained directly by WAS7'EWATER OPERATOR, WASTEWATER OPERATOR
shall be responsible only for its activities and those of its employees on any site. Neither the professional activities nor the
presence of WASTEWATER OPERATOR, its employees, or it subcontractors on a site shall imply that WASTEWATER
OPERATOR controls the operations of others;nor shall this be construed to be an acceptance by WASTEWATER OPERATOR
of any responsibility for job-site safety.
9. DISPOSAL OF CONTAMINATED MATERIAL
It is understood and agreed that WASTEWATER OPERATOR is not,and has no responsibility as a handler,generator,operator,
treater or storer,transporter,or disposer of hazardous or toxic substances found or identified at a site. OWNER shall undertake or
arrange for the handling,removal,treatment,storage,transportation,and disposal of hazardous substances or constituents found or
identified at a site.
10. CONFIDENTIALITY
WASTEWATER OPERATOR will comply with the provisions of the Minnesota Government Data Practices Act relating to
information or data generated on behalf of OWNER or supplied to WASTEWATER OPERATOR by OWNER".
WASTEWA'fER OPERATOR shall maintain as confidential and not disclose to others without OWNER's prior written consent
al]information obtained from OWNER that was not otherwise previously known to WASTEWATER OPERATOR or in the
public domain and is expressly designated by OWNER in writing to be"CONFIDENTTAL." The provisions of this paragraph
shall not apply to information in whatever form that(1)is published or comes into the public domain through no fault of
WASTEWATER OPERATOR,(2)is furnished by or obtained from a third party who is under no obligation to keep the
information confidential,or(3)is required to be disclosed by law on order of a court,administrative agency,or other authority
with proper jurisdiction.
OWNER agrees that WASTEWATER OPERATOR may use and publish OWNER's name and a general description of
WASTEWATER OPERATOR's services with respect to the Project in describing WASTEWATER OPERATOR's experience
and qualifications to other clients or potential clients.
11. RE-USE OF DOCUMENTS
All documents,including drawings and specifications,prepared or furnished by WASTEWATER OPERATOR(and
WASTEWATER OPERATOR's affiliates,subsidiaries,independent pmfessiona]associates,consultants,and subcontractors)
pursuant to this Agreement and inswments of service in respect to the Project,and WASTEWATER OPERATOR shall retain an
ownership and property interest therein,whether or not the Project is completed provided however that OWNER shall be entitled
to rely upon the accuracy and completeness thereoP'.Owner may make and retain copies for information and reference in
connection with the Project;however,such documents are not intended or represented to be suitable for re-use by OWNER or
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others on extensions of the Project or on any other project. Any re-use without written verification or adaptation by
WASTEWATER OPERATOR'for the specific purpose intended will be at OWNER's sole risk and without liability or lega]
exposure to WASTEWATER OPERATOR or WASTEWATER OPERATOR's affiliates,subsidiaries,independent pmfessional
associates,consultants,and subcontractors with respect to any and all costs,expenses,fees,losses,claims,demands,liabilities,
suits,actions,and damages,whatscever arising out of or resulting there from. Any such verification or adap[ation will entitle
WASTEWATER OPERATOR to further compensation at rates to be agreed upon by OWNER and WASTEWATER
OPERATOR.
12 CONTROLLING AGREEMENT
These General Terms and Conditions shall take precedence over any inconsistent or contradictory provisions contained in any
proposal, contract, purchase order, requisition, notice-to-proceed, or like document regarding WAS7'EWATER OPERATOR's
services.
If any of these General Terms and Conditions are deternuned to be invalid or unenforceable in whole or part by a couri of
competent jurisdiction, the remaining provisions hereof shall remain in full force and effect and be binding upon the parties
hereto. The parties agree to reform this Agreement to replace any such invalid or unenforceable provision with a valid and
enforceable provision that as closely as possible expresses the intention of the stricken provision.
These General Terms and Conditions shall survive the completion of the services under this Agreement and the ternvnation of
this Agreement for any cause provided,however,the Owner and NSU MN,LLC each acknowledge and agree that this convact
shall be automatically extended on an annual basis following the expiration of the initial term unless(i)this contract is ternvnated
in accordance with Paragraph 5 of the General Terms and Conditions attached hereto and made a part hereof, or(ii)either the
Owner or NSU MN, LLC provides written notice to the other,no less than sixty (60)days prior to the expiration of the initial
term of this contract or any annual extension,of its desire to terminate this contract upon the expiration of such initial term or
annual extension term,as applicable.
13. PROPRIETARY DATA
The technical and pricing information contained in the accompanying Proposal or Agreement is not to be disclosed or otherwise
made available to third parties without the express written consent of WASTEWATER OPERATOR.
14. GOVER1vING LAW
This Agreement is to be governed by and construed in accordance with the laws of Minnesota.
15. COPYRIGHT
All reports, plans specifications, computer files, field data, notes and other documents prepared by WASTEWA7'ER
OPERATOR as instruments of service shall remain the property of the WASTEWATER OPERATOR. The WAS7'EWATER
OPERATOR shall retain all common law,statutory and other reserved rights,including the copyright thereto.
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16. MEDIATION
In an effort to resolve any conflicts that arise during the design or construction of the project or following the completion of the
project, the Owner and the WASTEWATER OPERATOR agree that all disputes shall be submitted to nonbinding mediation
unless the parties mutually agree otherwise.
The Owner and the WASTEWA7'ER OPERATOR further agree to include a similar mediation provision in all agreements with
independent contractors and consultants retained for the project and ro require all independent contractors and consultants to
include similar mediation provisions in all agreements with subcontractors, subconsultants, suppliers or fabricators so retained,
thereby providing for mediation as the primazy method for dispute resolution between the parties to those agreements.
17. INDEMNIFICATION
The WASTEWATER OPERATOR agrees,to the fullest extent permitted by law to indemnify and hold the Owner hazmless from
any damage,liability or cost(including reasonable attorneys' fees and cost of defense)to the extent caused by WAST'EWA'I`ER
OPERATOR's negligent acts,errors or omissions in the performance of professional services under this agreement and those of
his or her subconsultants or anyone whom the WASTEWATER OPERATOR is legally liable.
The Owner agrees,to the fullest extent permitted by law to indemnify and hold[he WASTEWATER OPERATOR harniless from
any damage, liability or cost (including reasonable attorneys' fees and cost of defense) to the extent caused by the Owner's
negligent acts, errors or omissions in the performance of professional services under this agreement and those of his or her
contractors,subcontractors,consultants or anyone whom the Owner is legally liable and arising from the project that is subject to
this agreement.
The WASTEWATER OPERATOR is not obligated to indemnify the Owner in any manner whatsoever for the Owners own
negligence.
18. SUBCONSULTANTS/SUBCONTRACTORS
The WASTEWATER OPERATOR and the Subconsultant/Subcontractor mutually agree,ro the fullest extent pernutted by law
to indemnify and hold each other harmless from any damage, liabili[y or cost, including reasonable attorneys' fees and cost of
defense arising from their own negligent acts, errors or omissions in the performance of professiona] services under this
agreement to the extent that each party is responsible for such damages,liabilities and cost on a compazative basis of fault.
19. INFORMATION PROVIDED BY OTHERS
The WASTEWATER OPERATOR shall indicate to the Owner the information needed for rendering of services hereunder. The
Owner shall provide to the WAST'EWATER OPERATOR such information as is reasonably available to the Owner and the
Owner's consultants and contractors, and the WAS1'EWATER OPERATOR shall be entitled to rely upon the accuracy and
completeness thereof. The Owner recognizes that it is impossible for the WASTEWATER OPERATOR to assure the accuracy,
completeness and sufficiency of such information, either because it is impossible to verify, or because if errors or omissions
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which may have occurred in assembling the information the Owner is providing. Accordingly,the Owner agrees, to the fullest
extent permitted by law,to indemnify and hold the WASTEWATER OPERATOR and the the WASTEWATER OPERATORs
subconsultants harmless from any claim,liability or cost(including reasonable attorneys' fees and costs of defense)for injury or
loss arising or allegedly arising from errors,omissions or inaccuracies in documents or other information provided by the Owner
to the WASTEWATER OPERATOR.
20. STANDARD OF CARE
Services provided by the WASTEWATER OPERATOR under this agreement will be performed in a manner consistent with the
degree of care and skill ordinarily exercised by members of the same profession currendy practicing under similar circumstances.
21. ASSIGNMENT
Services provided by the WASTEWATER OPERATOR may not be assigned to another business entity without written consent
from the Owner.
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