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HomeMy WebLinkAboutRES 17-056 AUTHORIZING THE COOPERATIVE AGREEMENT BY AND BETWEEN THE CITY OF ST. ANTHONY AND THE MISSISSIPPI WATERSHED MANAGEMENT ORGANIZATION FOR THE ST. ANTHONY STORMWATER TREATMENT AND RESEARCH FACILITYCITY OF SAINT ANTHONY VILLAGE STATE OF MINNESOTA RESOLUTION 17 -056 A RESOLUTION AUTHORIZING THE COOPERATIVE AGREEMENT BY AND BETWEEN THE CITY OF ST. ANTHONY AND THE MISSISSIPPI WATERSHED MANAGEMENT ORGANIZATION FOR THE ST. ANTHONY STORMWATER TREATMENT AND RESEARCH FACILITY BE IT RESOLVED, that the Mayor and City Manager are authorized to sign the Cooperative Agreement by and between the City of St. Anthony and the Mississippi Watershed Management Organization for the St. Anthony stormwater treatment and research facility. Adopted this 8`h day of Angus , 2017 j�, Jerome O. Faust, Mayor ATTEST: �l �%�/" - Nicole Miller, City Clerk Review for Administration:K Mark Casey, City Man er FINAL 7/14/2017 COOPERATIVE AGREEMENT BY AND BETWEEN THE CITY OF ST. ANTHONY VILLAGE AND THE MISSISSIPPI WATERSHED MANAGEMENT ORGANIZATION FOR THE ST. ANTHONY STORMWATER TREATMENT AND RESEARCH FACILITY Date: 2017 FINAL 7/14/2017 ST. ANTHONY STORMWATER TREATMENT AND RESEARCH FACILITY COOPERATIVE AGREEMENT This Cooperative Agreement ( "Agreement ") is made and entered into this _ day of , 2017, by and between the City of St. Anthony Village (hereinafter referred to as the "City ") a Minnesota municipal corporation, and the Mississippi Watershed Management Organization (hereinafter referred to as the "MWMO "), a Minnesota joint powers watershed management organization. The City and the MWMO may hereinafter be referred to individually as a "party" or collectively as the "parties." RECITALS WHEREAS, the City and the MWMO have entered into an agreement to construct the St. Anthony Stormwater Treatment and Research Facility, a regional stormwater treatment and research facility as described in the attached Exhibit A ( "Facility "); WHEREAS, the MWMO substantially paid for the development, design, and installation of the Facility; WHEREAS, the Facility provides treatment of stormwater runoff from the City; WHEREAS, the Facility contains the following system components as identified in the Operation, Monitoring, and Maintenance Plan ( "O &M Plan") developed for the Facility and which is attached hereto as Exhibit B: (a) Primary Treatment, which is the swirl chamber ( "Primary Treatment Component "); (b) Secondary Treatment A and Secondary Treatment B (collectively, the "Secondary Treatment Component "); (c) Additional Components, which are the lift station and associated instrumentation ( "Additional Components "); and (d) Physical Structure, which includes the concrete structure, gates and other external components of the Facility ( "Physical Structure "). WHEREAS, the MWMO has installed monitoring equipment at the Facility, which it owns and operates. This equipment is being used to evaluate the effectiveness of the treatment methods. The monitoring equipment will be removed by the MWMO when the research has been concluded; WHEREAS, the entire Facility is located within the MWMO jurisdiction, but a portion of the Facility is located outside the City's corporate limits; WHEREAS, the Facility is located on Hennepin County right -of -way administered by the City of Minneapolis; WHEREAS, the City owns the Facility and is responsible for its maintenance and operation; FINAL 7/14/2017 WHEREAS, it is the intent of the parties that the Facility will be maintained and operated in accordance with the O &M Plan; WHEREAS, in order to help ensure the Facility's purpose is maximized, the MWMO desires to be involved with its ongoing operation and maintenance; and WHEREAS, it is the purpose of this Agreement to document the understandings and agreements of the parties as to their respective obligations related to the maintenance and operation of the Facility, establish procedures for performing these tasks and responsibilities, and facilitate communication and cooperation among the parties to ensure successful implementation of the Facility's treatment technologies in order to manage stormwater and improve water quality in the Mississippi River. AGREEMENT NOW, THEREFORE, in consideration of the mutual undertakings and agreements hereafter set forth, the City and the MWMO hereby agree as follows: 1. Responsibilities, Performance Guidelines and Ownership 1.1 Responsibilities. The maintenance and operation of the Facility involves numerous specific tasks to be performed by the parties. Each party agrees to fulfill its obligations under this Agreement in a coordinated and timely manner to help ensure the Facility continues to operate and provide the contemplated treatment and research opportunities. 1.2 O &M Plan. The parties agree that the maintenance and operation of the Facility shall be guided by the O &M Plan. During the start-up and research phase(s), the O &M Plan may be modified by mutual written agreement of the parties. The parties agree that if research terminates at the Facility, the O &M Plan addressing the secondary treatment responsibilities will no longer be enforced and Primary Treatment responsibilities will be reviewed in connection with this event. The MWMO retains the right to restart research in the Secondary Treatment chamber (in accordance with Section 2.6). In that event, the O &M Plan will again be modified to reflect the new responsibilities and performance guidelines. The MWMO will resume performance of Secondary Treatment Component operations and maintenance, as described in Section 2.4. All amendments to the O &M Plan are incorporated in, and made part of this Agreement, by reference. 1.3 Warranty Work. Requests for warranty work, repairs, or material replacements at the Facility to be performed by the contractor that constructed the Facility or by any material supplier, can be made by either party. 2. Ownership and Maintenance Responsibilities Each of the parties shall have distinct responsibilities in the operation of the Facility as set out in this Section. Each party shall be responsible for the costs to undertake their respective FINAL 7/14/2017 responsibilities under this Agreement, including the maintenance responsibilities under this Section. 2.1 Ownership of the Facility. The ownership of the Facility shall remain with the City, who is the holder of the NPDES MS4 permit covering this Facility. 2.2 General Operations and Maintenance Responsibilities. The City shall be responsible for ongoing general operations and maintenance of the Facility once it is completed. The MWMO shall perform select operation and maintenance activities as described below. At all times, the City shall be solely responsible for maintenance of the Physical Structure. 2.3 Operations and Maintenance during Start -up and Initial Research Phase. The MWMO will perform operations and maintenance of the Primary Treatment Components, Secondary Treatment Components and Additional Treatment Components during the start-up and initial research phases. Operations and maintenance will be performed in reasonable accordance with the O &M Plan (attached as Exhibit B). The MWMO will keep the City informed of its findings and actions, related to operations and maintenance, during this time. For the purposes of this Agreement, the start-up and initial research phase shall run from the completion of the Facility until December 31, 2020. 2.4 Operations and Maintenance following the Start-up and Initial Research Phase. Following the start-up and initial research phases, as defined in Section 2.3, the City shall be solely responsible for the operations and maintenance of the Primary Treatment Components. The MWMO shall continue performing operations and maintenance of the Secondary Treatment Components and Additional Treatment Components. Again, operations and maintenance will be performed in accordance with the O &M Plan (attached as Exhibit B). Should the MWMO choose to suspend research in the Secondary Treatment Site, the City will remain responsible for operations and maintenance of the Primary Treatment Components and the Physical Structure. The City will take over operations and maintenance of the Additional Components. Should the MWMO subsequently choose to reinstate research in the Secondary Treatment Site (in accordance with Section 2.6), they will resume performing operations and maintenance of the Secondary Treatment Components and Additional Treatment Components. 2.5 Inspections. During the start-up and initial research phases, the City will take part in the inspections of the Facility and observe all maintenance activities. Following the start- up and initial research phases, the MWMO shall be allowed an opportunity to take part in the Primary Treatment Component inspections to gather data as it deems necessary in reasonable accordance with the O &M Plan. The MWMO may also access the properties on which the Facility is located as needed to place, maintain, and read its monitoring equipment. 2.6 Secondary Treatment Site Treatment Technology. The MWMO may, at its own cost and as it determines it appropriate, install and operate different technologies in the Secondary Treatment Component to improve treatment at the Facility. The MWMO agrees to present any proposed changes to the City at least 60 days prior to initiating any such work. The City agrees to work cooperatively with the MWMO as needed to facilitate the installation of the new treatment technology by the MWMO. FINAL 7/14/2017 2.7 Monitoring Equipment. The MWMO may, at its own cost, install and maintain monitoring equipment in the Facility as it deems necessary. Such equipment shall not interfere with the functionality of the Facility. The MWMO will inform the City of any monitoring equipment installed at the Facility prior to installation. The MWMO agrees to present any proposed changes to the City at least 603,0 days prior to initiating any such work. Any monitoring equipment installed by the MWMO shall remain the property of the MWMO and the MWMO shall maintain and control any such equipment. 2.8 Insurance. The City, as owner of the Facility, shall be responsible for insuring the Facility. The MWMO shall be responsible for insuring it monitoring equipment and any equipment associated with the Secondary Treatment Components. 3. Dispute Resolution In the event a dispute arises between the parties with regard to rights and responsibilities under this Agreement, the parties agree to first attempt to resolve the dispute among themselves through discussions between their respective supervisory staff persons. If the dispute cannot be resolved in this manner, the parties may agree to submit to mediation to seek resolution. 4. Termination The Agreement shall terminate upon the mutual written agreement of the parties or upon the final decommissioning of the Facility. Facility decommissioning shall be done to the satisfaction of the requirements established by the parties. 5. Amendments No modification of this Agreement shall be effective unless it is reduced to writing and signed by all of the parties hereto. 6. Notice Notices to the parties to this Agreement shall be given by hand delivery or first class mail addressed to the MWMO Administrator and the City Manager for the City, or such other persons as the party may designate in writing. Liability Each party is responsible for its own acts and the results thereof to the extent authorized by law and a party is not responsible for the acts or omissions of the other party or the results thereof. Notwithstanding this provision, to the fullest extent permitted by law, the City will defend, hold harmless, and indemnify the MWMO, its officials, employees, and agents from and against all claims, damages, losses, and expenses, including but not limited to attorney fees, arising out of or resulting from City's failure to maintain the Facility in accordance with the O &M Plan as required by this Agreement. The MWMO and the City's liability shall be FINAL 7/142017 governed by the Minnesota Municipal Tort Claims Act, Minnesota Statutes, Chapter 466, and other applicable law, and the total liability of the parties shall not exceed the limits of a single governmental unit as provided in Minnesota Statutes, section 471.59, subdivision la. Nothing in this Section or this Agreement shall be construed as a waiver on the part of either party of any immunities or limits on liability provided by Minnesota Statutes, Chapter 466 or other applicable law. Each party will be solely responsible for its own employees including, but not limited to, for any workers' compensation claims. 8. Waiver The failure by the non - breaching party to insist in any one or more instances upon the performance of any term or condition of this Agreement shall not be construed as a waiver or relinquishment of the right to such performance, or to future performance, of such term or condition by the breaching party, and the obligation of both parties for performance of that term or condition shall continue in full force and effect. 9. Assienment Neither party shall transfer its rights or obligations under this Agreement without the express written consent of the other party. 10. Data Practices The Parties will comply with the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13, as it applies to all data created, collected, received, stored, used, maintained, or disseminated in accordance with this Agreement. The civil remedies of Minnesota Statutes, section 13.08, apply to the release of the data referred to in this section by either party. 11. Legal Compliance Each party shall be responsible for complying with all applicable federal, state, and local laws, rules, regulations and ordinances in carrying out their respective obligations under this Agreement. The City shall be responsible for obtaining any permits or permissions that may be required related to its maintenance of the Facility, the cost of which will be paid according to each party's roles as defined in Sections 2.3 and 2.4. 12. Severability The provisions of this Agreement shall be deemed severable. If any part of this Agreement is rendered void, invalid, or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement. FINAL 7/14/2017 13. Jurisdiction and Venue The venue for all legal proceedings arising out of this Agreement, or breach of this Agreement, will in the state or federal court with competent jurisdiction in Hennepin County, Minnesota. 13. Complete Agreement This Agreement, including exhibits and other documents incorporated into this Agreement or made applicable by reference, constitutes the complete and exclusive statement of the terms and conditions of the Agreement between the MWMO and the City. This Agreement supersedes all prior representations, understandings, and communications. IN WITNESS WHEREOF, the parties hereto have executed this Cooperative Agreement effective on the day of , 20. MISSISSIPPI WATERSHED MANAGEMENT ORGANIZATION, By President By Secretary Dated CITY OF ST. ANTHONY VILLAGE L Mayor By Wfi,� CI— City Manager Dated �6 - y- I FINAL 7/142017 EXHIBIT A Project Description (attached hereto) A -1 FINAL 7/14/2017 EXHIBIT B Operation, Monitoring, & Maintenance Plan (attached hereto)