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HomeMy WebLinkAboutItem 06.jDate: 31 January 2011 Item No. APPROVAL OF A CONTRACT WITH THE CITY OF APPLE VALLEY FOR THE LEASE OF ISCO AREA VELOCITY FLOW MODULES Proposed Action Staff recommends adoption of the following motion: Move to approve a contract with the City of Apple Valley for the lease of five ISCO Area Velocity Flow Modules. Passage of this motion allows the City of Apple Valley to lease five velocity flow modules to use in metering and monitoring the flows within their sanitary sewer system. Overview The Utilities Division has 37 of the ISCO velocity flow modules that it uses to monitor sanitary sewer flows throughout Lakeville's sanitary sewer system. Primarily, they are used to capture data pertinent to above normal flows attributable to spring snow melt and significant rain events. Above normal flows are indicative of inflow and infiltration into the sewer lines that affects costs associated with wastewater treatment. Currently, the Utilities Division has 17 of the modules placed in sewers lines in the northeast quadrant of the City. The remaining modules are used as spares, to expand the area being monitored, or to monitor flows in other parts of the City. Leasing five of the modules to the City of Apple Valley will not impinge on current or anticipated flow monitoring. In 2010, the City concluded a similar equipment leasing arrangement with the City of Newport to support their data collection in relation to the impact of flooding on their sanitary sewer system. Staff has reviewed the agreement, supports the lease arrangement, and recommends approval. Primary Issues to Consider • What is the impact to Lakeville sewer flow monitoring? The Utilities Division has sufficient modules to meet its expected monitoring requirements over the periods indicated in the lease agreement. Supporting Information • A copy of the contract is attached. Ae risto $L. Petree Operations and Maintenance Director Financial Impact: $400.00 Related Documents (CIP, ERP, etc.): Notes: j arkeL' ((e Budgeted: N/A Source: UTILDEPT /EQUIPMENT LEASE APPLE VALLEY 1 -2011 EQUIPMENT LEASE AGREEMENT THIS EQUIPMENT LEASE AGREEMENT ("Agreement "), effective the 22' day of February, 2011, by and between the CITY OF LAKEVILLE, a political subdivision of the State of Minnesota ( "Lakeville ") and the CITY OF APPLE VALLEY, a political subdivision of the State of Minnesota ( "Apple Valley "). RECITALS A. Lakeville owns certain Equipment that Apple Valley needs for flood protection; and B. Apple Valley wishes to lease the Equipment from Lakeville under the terms and conditions of this Agreement; and C. Lakeville finds it in the public interest to lease the Equipment to Apple Valley, under the temis and conditions of this Agreement. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. RECITALS INCORPORATED. The foregoing recitals are incorporated herein. 2. LEASE. Lakeville leases to Apple Valley and Apple Valley leases from Lakeville the following equipment ( "Equipment "): A. Five — ISCO Area Velocity Flow Modules B. ISCO Computer Equipment 3. TERM. The tern of this Agreement shall commence on the above listed effective date and shall terminate on or before August 1, 2011 at Apple Valley's option ( "Lease Tenn"). Apple Valley shall be entitled to take physical possession of the Equipment upon the effective date. 4. RENT. As and for the rental of the Equipment, during the Lease Term, Apple Valley agrees to pay Lakeville $100.00 (One hundred dollars) per week Equipment is used after final return of Equipment. Apple Valley shall send all payments to Lakeville's address. 5. DELIVERY OF EQUIPMENT. Lakeville shall make the Equipment available to Apple Valley upon execution of the Agreement. Apple Valley shall return the Equipment prior to or immediately upon the termination of this Agreement. Failure to return the Equipment upon termination of this Agreement shall constitute a breach of the Agreement. 6. APPLE VALLEY'S ACKNOWLEDGMENT AND ACCEPTANCE. Apple Valley agrees that it shall, at its sole cost and expense, promptly make all necessary inspections 1 and tests of the Equipment to determine whether the Equipment is acceptable for use by Apple Valley. Lakeville makes no representations as to the condition of the Equipment for Apple Valley's use and is not responsible for any failure of the Equipment or inability of Apple Valley to operate the Equipment during the term of this Agreement or for any losses sustained by Apple Valley as a result of a failure of the Equipment to operate or inability by Apple Valley to operate the Equipment. 7. WARRANTIES. Without limiting the generality of the foregoing, THE EQUIPMENT IS LEASED "AS IS" AND LAKEVILLE SPECIFICALLY MAKES NO WARRANTIES, AND EXPRESSLY: • DISCLAIMS THAT THE EQUIPMENT IS MERCHANTABLE; and • DISCLAIMS THAT THE EQUIPMENT IS FIT FOR A PARTICULAR USE. Further, Lakeville is not a manufacturer of the Equipment or a dealer in similar Equipment and has not made and does not make any representations, warranties, or covenants, express or implied, with respect to the condition, quality, durability, or suitability of the Equipment. S. USE OF EQUIPMENT. During the term of this Agreement, Apple Valley agrees to use the Equipment carefully and in a manner contemplated by the manufacturer to insure that the Equipment will be usable during its entire economic life. Apple Valley is responsible for providing operators qualified in the use of the Equipment. Apple Valley agrees to comply with all laws, ordinances or regulations relating to the use, operation or maintenance of the Equipment. 9. REPAIRS. Apple Valley agrees, at its sole cost and expense, to keep the Equipment in good repair, condition, and working order, reasonable wear and tear excepted, and to furnish any and all parts, mechanisms, and devices needed to repair the Equipment so as to keep the Equipment in good mechanical and working order. 10. ALTERATIONS. Apple Valley shall not make any alterations, additions, or improvements to the Equipment without Lakeville's prior written consent. 11 LOSS AND DAMAGE. Apple Valley assumes and shall bear the entire risk of loss, damage to, theft or destruction of the Equipment, from any and every cause whatsoever, whether or not covered by insurance, and for any property damage caused in connection with Apple Valley's use of the Equipment. Apple Valley, at the sole option of Lakeville, shall (i) at Apple Valley's expense, repair the Equipment to the satisfaction of Lakeville; or (ii) at Apple Valley's expense, and to satisfaction of Lakeville, replace the Equipment. 12. ENCUMBRANCES. Apple Valley agrees to keep the Equipment free and clear of all levies, liens and encumbrances, whether voluntary or involuntary. UTILDEPT /EQUIPMENT LEASE APPLE VALLEY 1 -2011 2 13. INDEMNITY. Apple Valley agrees to defend, at its sole cost and expense, and to indemnify and hold harmless, Lakeville, its officers and employees, from and against any and all loss, claims, actions, suits, damages, however caused, resulting directly or indirectly from or pertaining to the possession, use, purchase, lease, operation, rejection, or return of the Equipment, including without limitation, such loss, claims, costs, expenses, damages, and liabilities arising from the death or injury of any officer, agent or employee of Apple Valley or Lakeville, or any third person, or damage to the property of Apple Valley or Lakeville, their agents or employees, or any third person. Apple Valley shall give Lakeville prompt written notice of any matter indemnified against and agrees that, on written notice by Lakeville of the assertion of such a loss, claim, action, damage, or liability, Apple Valley shall assume full responsibility for the defense of the action. This section shall survive termination of this Agreement. 14. OWNERSHIP BY LAKEVILLE. The Equipment is, and shall at all times remain, the sole and exclusive property of Lakeville, and Apple Valley shall have no right, title, or interest in the Equipment except as expressly set forth in this Agreement. Apple Valley agrees to keep the Equipment in Apple Valley's custody and not to sublease or rent the Equipment. 15. ASSIGNMENT BY APPLE VALLEY. Apple Valley shall not, without the prior written consent of Lakeville, assign, delegate, or transfer this Agreement, the Equipment, or any part or interest; or offer to sell, sublet, or lend the Equipment, or any part, or permit the Equipment, or any part, to be used by anyone other than Apple Valley. 16. TERMINATION, MODIFICATION, OR WAIVER. This Agreement cannot be terminated or cancelled, except as expressly provided. No amendment, alteration or change to this lease Agreement shall be effective unless in writing and signed by Lakeville and Apple Valley. No waiver of any conditions or of Apple Valley's obligations shall be deemed to take place unless such waiver shall be in writing and signed by Lakeville. 17. NOTICES. All notices required or permitted under this Agreement shall be sufficient if delivered personally or mailed to the party at the addresses set forth below, or at such other address as either party may designate in writing from time to time. Any such notice mailed to such address shall be effective twenty four (24) hours after it has been deposited in the United States mail, properly addressed and with postage fully prepaid. AS TO LAKEVILLE: AS TO APPLE VALLEY: UTILDEPT /EQUIPMENT LEASE APPLE VALLEY 1 -2011 City of Lalceville 20195 Holyoke Ave. Lakeville, Minnesota 55044 -8339 City of Apple Valley 7100 W. 147` St. Apple Valley, Minnesota 55124 3 18. RELATIONSHIP OF PARTIES. It is agreed that nothing herein contained is intended or should be construed in any manner as creating or establishing the relationship of joint ventures or co- partners between the parties hereto or as constituting Lakeville as the agent, representative, or employee of Apple Valley for any purpose or in any manner whatsoever. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by an authorized representative on the date appearing below. Dated: , 2011 STATE OF MINNESOTA COUNTY OF DAKOTA UTILDEPT /EQUIPMENT LEASE APPLE VALLEY 1 -2011 ( ss. The foregoing instrument was acknowledged before me this day of , 2011 by Mark Bellows and by Charlene Friedges, the Mayor and City Clerk of the City of Lakeville, Minnesota, on behalf of the City. 4 CITY OF LAKEVILLE Mark Bellows, Mayor Charlene Friedges, City Clerk Notary Public Dated: COUNTY OF DAKOTA UTILDEPT /EQUIPMENT LEASE APPLE VALLEY 1 -2011 , 2011 ATTEST: STATE OF MINNESOTA ( s s . 5 CITY OF APPLE VALLEY Pamela J. Gackstetter, City Clerk The foregoing instrument was acknowledged before me this /0 day of '1A..4 rit- , 2011 by Mary Hamann- Roland and. by Pamela Gackstetter, the Mayor and C ity Clerk of the City of Apple Valley, Minnesota, on behalf of the City. , , Zt; 17, lt..c / _ `-; � , b1, 1,t: Nc4ary Public JOANNE rt M !JPPNY Notary Puonc State of Minnesota Mq Commrssion Expires Janua1V 31, 2015