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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 �`� , 1 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 , • 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 `�/ .�v� 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. . 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 2 � 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. 3 . 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. 4 � 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 � 4 ) � By: By: Name: Name: Ryan Brandt Title: Title: President Date: Date: June 14, 2012 5 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 6 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. 7 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 $ 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 9 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. 10 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 11 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. 12