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9.a) Agreement with EcoCheck (Natural Systems Utilities, MN, NSU) for Operation of Bliss Collector Meeting Date: 09/18/2012 Agenda Item: .=�i� , ` r,�" �'�� City Council Agenda Report City of Scandia 14727 209th St. North Scandia, MN 55073 (651) 433-2274 Action Requested: Approve an agreement with EcoCheck (Natural Systems Utilities, MN, NSU) for operation of the Bliss Collector sewer system. Deadline/Timeline: N/A Background: • The city currently has an agreement with the Washington County Department of Public Health and Environment for operation of the Bliss Collector, which may be terminated with a 90-day notice to the county if the City hires another service provider. • Earlier this year, the City contracted with EcoCheck for operation of the Uptown and Anderson-Erickson Collector systems. The County has phased out of operations of the Anderson-Erickson. Staff has been very satisfied with the services provided by EcoCheck and has formed a good working relationship with them. • Under their proposal for their operation of the Bliss Collector, the annual cost of basic services would be $555 per month ($6,660 per year.) Services 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 December 1, 2012 and continue for 2 years. It can be terminated by either party with 45 days notice. • 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 90-days written notice to Washington County terminating the agreement for operation and maintenance of the Bliss system, immediately after the agreement has been signed by both parties. Page 1 of 2 09/11/12 Attachments/ • EcoCheck (NSU, MN LLC) Proposal (September I 1, 2012) Materials provided: Contact(s): Prepared by: Anne Hurlburt, Administrator (Wastewater Operations Agreement EcoCheck Bliss) Page 2 of 2 09/11/12 �1! EcoGheck Naturai Systems Utilities, MN (NSU) 7 ., 11347 North Ave, Suite 4 ,: ,� :;,, "'\,_ NATURAL SYSTEMS UTILITIES Chisago City,MN 55013 �—� . � .,. ,q,,,, ���r� Phone:651-257-3511 •Fax:651-257-4490 —.�v. ,_ September 1 l, 2012 City of Scandia 14727 209`h Street North Scandia, MN 55073 RE: Proposal for Wastewater Operations of Scandia Bliss Collector Wastewater Facility City of Scandia: Natural Systems Utilities, MN (herein referred to as "NSU") is submitting the following proposal for wastewater operation services for the Scandia Bliss Collector Wastewater Facility State Disposal System (SDS) Facility Permit MN0054119 This facility consists of STEP septic collection systems, a small diameter force main, two lift stations, a stilling basin comprised of three septic tanks in series (7,500 gallons total), a dosing station and three pass-through sand filter beds, and a dosing station for filtered effluent going to a three-cell drainfield trench system. The drainfield system consists of three cells of drop box drainfields with ten laterals each. One or two cells rest at any given time. The system is designed to treat up to 19,800 gallons per day. There are no known bypass points in this system. We look forward to discussing this opportunity with you further. 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 Winners of 22 Wastewater Operation Awards from the Minnesota Pollution Control Agency in 2011. Scandia Wastewater Operations Proposal September 11, 2012 I. ASSUMPTIONS The following assumptions were considered: NSU Assumes the Followin�: 1. The term of this contract will begin on December 1, 2012. 2. 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. 3. NSU will be granted access to the wastewater site to perform services as necessary. 4. 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. 5. The duration of this contract is for 2 years. 6. If additional monitoring is required for permit exceedances or other permit requirements, services will be provided on a time and materials basis. 7. 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. 8. 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 no sooner than December 1, 2013. 9. 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. 10. 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. 2 II. PROPOSED NSU SERVICES WASTEWATER OPERATION SERVICES BLISS COLLECTOR FACILITY 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 Minnesota Pollution Control Agency issued permit MN0054119, dated Apri102, 2010. 3. Coordinate with the analytical lab for analysis of samples and report results to the City. 4. Complete and submit monthly Discharge Monitoring Reports to the MPCA. 5. Provide correspondence on a monthly basis on items that arise at the wastewater system. 6. Record pump run times, event counts and amp draws for all pumps including collection and treatment system to ensure proper operations. 7. Perform drawdown tests on lift station pumps to calibrate flow rates. 8. Confirm all equipment in the control panel and motorized valves are functional on each site visit. 9. Perform flushing of sand filter dosing piping and filter cleaning (if applicable) two times per year. 10. Maintain records of active trench rotation and ponding status monthly. 11. Measure sludge and scum in septic tanks at the treatment site as required by the MPCA perrnit. 12. Note maintenance activities required at the site and maintain a logbook. 13. Implement a winterizing plan (as developed by NSU) to minimize the potential for freezing prior to winter. 14. Perform periodic operational control monitoring prior to equipment adjustment. I5. If so desired by the City, place competitive bids for a pumping contract and recommend a pumper with the best bid. ADDITIONAL TASKS 1. Provide 24/7 service calls as needed at the community treatment system site. Service calis are events that fall outside of the "Wastewater Operation Services" tasks and need urgent attention (i.e. responding to grinder pump alarms). 2. Perform additional performance sampling. 3. Perform annual individual septic tank inspections for tank integrity and sludge and scum measurements.. 4. 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 $555.00 per month ($6660.00 annually). Expenses such as mileage, analytical lab fees and field materials are 3 included in the fee. Such amount may increase as provided in Section I (7) above beginning no sooner than December 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. • Perform additional sampling (Item 2 under Additional Tasks) will be charged at rate based on analytical lab assuming sampling is performed during routine visits. • Individual septic tank inspections (Item 3 under Additional Tasks) will be charged at a rate of$35 per tank. • Other services (Item 4 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 By: By� Name: Name: Ryan Brandt Title: Title: President Date: Date: September 11,2012 4 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 5 General Terms and Conditions 1. STANDARD OF PERFORMANCE All services of ("WASTEWA7'ER OPERATOR") and its affiliates, subsidiaries, independent professional associates, consultants,and subcontractors required by this agreement between OWNER and WASTEWATER OPERATOR("AgreemenY') will be performed in a reasonable and prudent manner in accordance with generally accepted WASTEWAT'ER OPERATOR practice. All estimates,recommendations,opinions,and decisions of WASTEWATER OPERATOR will be made upon the basis of the information available to WASTEWATER 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 WARRANTIES 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 charge 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, induding 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 shall 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 scope of the June 14`", 2012 agreement between parties, unless the accompanying proposal provides otherwise,the proposed fees constitute WASTEWAT'ER OPERATOR's estimation ro perform the services required to complete the project as WAS'I'EWATER OPERATOR understands it to be defined. For those projects involving conceptual or process development services, activities often are 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 ro 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. 6 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 included 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 ]0%o mark-up. Travel and subsistence expenses of personnel 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 contract, the term of this Agreement shall be for a period of two(2)years(the"Term"). Notwithstanding the preceding sentence,WASTEWATER 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 a[ anytime during the Term by giving forty five (45) days' written notice to WASTEWATER OPERATOR. In the event of any such termination,OWNER shall pay all fees and expenses associated with the Project up to the effective date of termination. 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 rotal liability 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 WASTEWAI'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 hazardous waste a[,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 7 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 propeRy of OWNER. Except for convactors or subcontractors retained directly by WASTEWATER OPERATOR,WASTEWATER OPERATOR will not direct, supervise,or control the work of contractors or their subcontractors. WASTEWATER 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 WASTEWATER 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 WASTEWA7'ER OPERATOR, its employees, or it subcontractors on a site shall imply that WASTEWAT'ER 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 Govemment Data Practices Act relating to information or data generated on behalf of OWNER or supplied to WASTEWATER OPERATOR by OWNER". WASTEWATER OPERATOR shall maintain as confidential and not disclose to others without OWNER's prior written consent all information obtained from OWNER[hat was not otherwise previously known to WASTEWATER OPERATOR or in the public domain and is expressly designated by OWNER in writing to be"CONFIDENTIAL." 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 ro other dients or potential clients. 11. RE-USE OF DOCUMENTS All documents,including drawings and specifications,prepared or furnished by WASTEWATER OPERATOR(and WASTEWAT'ER OPERATOR's affiliates,subsidiaries,independent professional associates,consultants,and subcontractors) pursuant to this Agreement and instruments 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 thereof'.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 8 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 legal exposure to WASTEWATER OPERATOR or WASTEWATER OPERATOR's affiliates,subsidiaries,independent professional associates,consultants,and subcontractors with respect to any and all costs,expenses,fees,losses,claims,demands,liabilities, suits,actions,and damages,whatsoever arising out of or resulting there from. Any such verification or adaptation will entide WASTEWA7'ER OPERATOR to further compensation at rates to be agreed upon by OWNER and WASTEWAI'ER 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 WASTEWATER OPERATOR's services. If any of these General Terms and Conditions are determined to be invalid or unenforceable in whole or part by a court 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 termination of this Agreement for any cause provided,however,the Owner and NSU MN,LLC each acknowledge and agree that this contract shall be automatically extended on an annual basis following the expiration of the initial term unless(i)this contract is terminated in accordance with Paragraph 5 of the Genera]Terms and Conditions attached hereto and made a part hereof,or(ii) ei[her 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 [his contract upon the expiration of such initia] 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. GOVERNING 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 WASTEWATER OPERATOR as instruments of service shall remain the property of the WASTEWATER OPERATOR. The WASTEWATER OPERATOR shall retain all common law,statutory and other reserved rights,including the copyright thereto. 9 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 WASTEWATER OPERATOR further agree to include a similar mediation provision in all agreements with independent contractors and consultants retained for the project and to 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 primary 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 harmless from any damage,liabiliry or cost(induding reasonable attorneys' fees and cost of defense)to the extent caused by WASTEWATER 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 the WASTEWATER OPERATOR hazmless 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,to the fullest extent permitted by law to indemnify and hold each other harmless from any damage, liability or cost,including reasonable attorneys' fees and cost of defense arising from their own negligent acts, errors or omissions in the performance of professional services under this agreement to the extent that each party is responsible for such damages,liabilities and cost on a comparative 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 WASTEWATER OPERATOR such information as is reasonably available to the Owner and the Owner's consultants and contracrors, and the WASTEWATER 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 10 a 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 daim,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 currently 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 Owaer. 11