lyon county board of commissioners meeting agenda

Disclaimer: This agenda has been prepared to provide information regarding an upcoming meeting of the LyonCounty Board of Commissioners. This document does not claim to be complete and is subject to change.

Barrier Free: All Lyon County Board of Commissioners are accessible to the handicapped. Attempts willbe made to accommodate any other individual need for special services. Please contact Loren Stomber at507-537-6980 early so necessary arrangements can be made.

LYON COUNTY BOARD OF COMMISSIONERS MEETING AGENDACommissioner's Room

Lyon County Government CenterTuesday, October 1, 2019 at 9:00 AM

1. OPENINGPledge of Allegiance

2. APPROVE AGENDAConflict of InterestPresent Per Diems

3. CONSENT AGENDA1. Approve Consent Agenda 2. Minutes 9/17/193. Commissioner Warrants4. Auditor Warrants5. Per Diems

4. RESOLUTIONS/CONTRACTS/ROUTINE4.1. Red Rock Rural Water Board Appointments

Consider a resolution recommending Michael Curley and Jay Takle be appointed tothe Red Rock Rural Water System Board of Commissioners.SKMBT_C45219091911020.pdf

4.2. Lincoln Pipestone Rural Water Board AppointmentsConsider a resolution recommending the appointment of Bill Ufkin and Mitch Kling toanother 4-year term on the LPRWB.SKMBT_C45219091911021.pdf

4.3. 2019 Tobacco License - Balaton One StopApprove 2019 Tobacco License42-19-010 Balaton One Stop.pdf

4.4. Septic loan subordinationConsider whether to approve a subordination agreement to a mortgage from U.S.Bank, N.A., for parcel 06-017006-1. The subordination agreement is for a mortgageto parties purchasing the property.201909261436.pdf

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https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/441233/201909261436.pdf

Disclaimer: This agenda has been prepared to provide information regarding an upcoming meeting of the LyonCounty Board of Commissioners. This document does not claim to be complete and is subject to change.

Barrier Free: All Lyon County Board of Commissioners are accessible to the handicapped. Attempts willbe made to accommodate any other individual need for special services. Please contact Loren Stomber at507-537-6980 early so necessary arrangements can be made.

5. REGULAR AGENDA5.1. Review of audit results

Hear presentation from Doug Host of CliftonLarsonAllen about 2018 audit results.

2018 Lyon County Exit Presentation FINAL.pdf

5.2. Recycling ProposalsConsider Recycling Proposals

5.3. Landfill Gas Flare Preventative MaintenanceConsider approving the proposal from Aptim Environmental / LFG Specialties in theamount not to exceed $12,480.P#091913Lyon CountyPM2194.pdf

5.4. Track Loader Request for ProposalsConsider allowing the Environmental Administrator to advertise for proposals toreplace the landfill track loader.

5.5. Correctional Officer HireRequest Board to approve the hire of Alicia Tonsager as Correctional Officer,pending a successful physical and drug screen. This position is in pay grade 6 with astarting wage of $18.43/hr. Start date is on or before October 4, 2019.

5.6. Government Center Carpet Replacement - DEED OfficeConsider the low quote from Floor to Ceiling, Marshall, to replace the carpet in theDEED Offices at a cost of $51,450.

BOARD REPORTS

ADJOURNMENT

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LYON COUNTYREQUEST FOR BOARD ACTION

Requested Board Date:10/1/2019

Item: Red Rock Rural Water Board Appointments

Originating Department: Administration

Presenter:Stomberg

Board Action Requested:

Consider a resolution recommending Michael Curley and Jay Takle be appointed to the Red Rock Rural Water SystemBoard of Commissioners.

Background:

Our law firm represents Red Rock Rural Water System (“RRRWS”). I’m writing to request that the Lyon CountyBoard of Commissioners adopt the attached resolution which recommends that Mike Curley and Jay Takle bere-appointed to the RRRWS Board for another 4-year term. Their terms will start on January 1, 2020 and will expireon December 31, 2023. Earlier this year the RRRWS Board of Commissioners unanimously adopted a motion whichrecommends that both Mike and Jay be re-appointed to another 4-year term.

The RRRWS Board consists of 9 individuals who reside throughout the 9 counties who receive water from RRRWS. Under Minnesota Law the RRRWS Board members are appointed by Judge Christina Wietzema in Windom,Minnesota, however each year RRRWS requests that each of the 9 County Boards adopt a resolution whichrecommends to Judge Wietzema who should be appointed/re-appointed to the RRRWS Board so the 9 counties knowwho serves on the RRRWS Board.

Supporting Documents:SKMBT_C45219091911020.pdf

Comments:

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Item: Lincoln Pipestone Rural Water BoardAppointments


Presenter:Stomberg


Consider a resolution recommending the appointment of Bill Ufkin and Mitch Kling to another 4-year term on theLPRWB.

Background:

Our law firm represents Lincoln Pipestone Rural Water (“LPRW”). I’m writing to request that the Lyon County Boardof Commissioners adopt the attached resolution which recommends that Bill Ufkin and Mitch Kling be re-appointed tothe LPRW Board for another 4-year term. Their terms will start on January 1, 2020 and will expire on December 31,2023. Earlier this year the LPRW Board of Commissioners unanimously adopted a motion which recommends thatboth Bill and Mitch be re-appointed to another 4-year term.

The LPRW Board consists of 11 individuals who reside throughout the 10 counties who receive water from LPRW. Under Minnesota Law the LPRW Board members are appointed by Judge Tricia Zimmer in Marshall, Minnesota,however each year LPRW requests that each of the 10 County Boards adopt a resolution which recommends to JudgeZimmer who should be appointed/re-appointed to the LPRW Board so the 10 counties know who serves on theLPRW Board.

Supporting Documents:SKMBT_C45219091911021.pdf

Comments:

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Item: 2019 Tobacco License - Balaton One Stop

Originating Department: Auditor-Treasurer

Presenter:E.J. Moberg


Approve 2019 Tobacco License

Background:

Benson's By The Lake is being purchased by BC & RJ Inc. A new license is needed for the remainder of 2019.

Supporting Documents:42-19-010 Balaton One Stop.pdf

Comments:

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License Fee $ No.

License to Sell Tobacco at RetailState of Minnesota}County of LYON } CITY or TOWNSHIP OF

LICENSE IS HEREBY GRANTED To:

to sell tobacco at retail at:

in the CITY or TOWNSHIP of in said county and state

for the term of 3 months beginning with the day of October ;

subject to the laws of the State of Minnesota and the ordinances and regulations of said county and CITY ORTOWNSHIP pertaining thereto.

Attest: Approved:

______________________________________ __________________________________________Lyon County Auditor/Treasurer Chair, Lyon County Board of Commissioners

(Seal) Date

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Item: Septic loan subordination




Consider whether to approve a subordination agreement to a mortgage from U.S. Bank, N.A., for parcel06-017006-1. The subordination agreement is for a mortgage to parties purchasing the property.

Background:

A copy of the subordination agreement (including legal description) is attached.

The County’s septic lien was recorded in October 2015. There is a remaining balance of $7,755.32 on the septic lien.

Supporting Documents:201909261436.pdf

Comments:

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Item: Review of audit results




Hear presentation from Doug Host of CliftonLarsonAllen about 2018 audit results.

Background:

Doug Host is a Principal of CliftonLarsonAllen, LLP's State and Local Government division and is based out ofBrainerd.

Supporting Documents:2018 Lyon County Exit Presentation FINAL.pdf

Comments:

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WEALTH ADVISORY | OUTSOURCING | AUDIT, TAX, AND CONSULTING

Investment advisory services are offered through CliftonLarsonAllen Wealth Advisors, LLC, an SEC‐registered investment advisor

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Audit PresentationExit Conference: Communication with Those Charged with GovernanceYear Ending December 31, 2018

Lyon CountyMarshall, Minnesota

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Create Opportunities

Agenda

• Introduction• Required Communications• Internal Control• Minnesota Legal Compliance• Financial Results• Key Issues/Summary

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Introduction

• Audit team• CLA audits 27 Minnesota counties• CLA does more Single Audits that any other firm in the country

• Passion for serving local governments

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Required Communications

• Separate Communication with Governance letter issued to all County Commissioners with required communications in detail

• Key component – unmodified or “clean” opinion issued on the financial statements

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Internal Control Material Weaknesses – deficiencies in internal control such

that there is a reasonable possibility that a material misstatement would not be prevented or detected and corrected on a timely basis None for 2018 2017 Audit adjustments = Resolved for 2018

Significant Deficiencies ‐ deficiencies in internal control that are less severe than material weaknesses, yet important enough to merit attention by those charged with governance None for 2018 None for 2017

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Minnesota Legal Compliance Auditors performed numerous audit procedures testing the County’s compliance with applicable Minnesota Statutes, including the completion of a 25 page checklist of statutory requirements.2018 Items:• Publishing of Itemized Claims ‐ “cost/benefit”• Omitted Contract Wording ‐ Added back in for future contracts

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WEALTH ADVISORY | OUTSOURCING | AUDIT, TAX, AND CONSULTING

Investment advisory services are offered through CliftonLarsonAllen Wealth Advisors, LLC, an SEC‐registered investment advisor

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Financial Results

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Months of Expenditures in Fund Balance – All Governmental Funds

• Target = no less than 5 months

• Increased 1½ months

• Expenditures decreased 8.3M

Financial Results

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2015 2016 2017 2018Expenditures 30,879,594$ 30,057,379$ 34,300,574$ 25,973,408$ Fund Balance 13,366,973 13,414,086 14,094,294 14,175,585

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Governmental Funds ‐ Revenues and Expenditures

• Expenditures have exceeded revenues in 3 of the past 4 years.

• Revenues decreased $2.2M from 2017

• $2.0M revenues in excess of expenditures

• Reason why fund balance ratio increased

Financial Results

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2015 2016 2017 2018Revenues 25,375,720$ 27,228,925$ 30,171,232$ 27,981,510$ Expenditures 30,879,594 30,057,379 34,300,574 25,973,408

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Revenues – All Governmental FundsFinancial Results

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$0

$2,000,000

$4,000,000

$6,000,000

$8,000,000

$10,000,000

$12,000,000

$14,000,000

$16,000,000

$18,000,000

DOLL

ARS

REVENUE TYPES

2015

2016

2017

2018

2015 2016 2017 2018Taxes 13,495,422$ 16,015,726$ 16,190,170$ 16,274,852$ Special Assessments 1,696,528 1,074,218 1,032,547 849,994 Licenses and Permits 32,650 52,720 49,770 51,570 Intergovernmental 7,649,327 7,774,254 10,167,130 7,713,009 Charges for Services 1,036,356 1,025,822 1,004,941 1,197,606 Gifts and Contributions - 4,988 8,300 1,769 Fines and Forfeits 75 - - - Investment Income 48,663 72,605 206,806 470,939 Miscellaneous 1,416,699 1,208,592 1,511,568 1,421,771

Total 25,375,720$ 27,228,925$ 30,171,232$ 27,981,510$

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Expenditures – All Governmental FundsFinancial Results

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$0

$2,000,000

$4,000,000

$6,000,000

$8,000,000

$10,000,000

$12,000,000

$14,000,000

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LLAR

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EXPENDITURE FUNCTIONS

2015

2016

2017

2018

2015 2016 2017 2018General Government 3,792,517$ 4,173,697$ 4,305,154$ 4,898,625$ Public Safety 5,283,009 5,438,005 5,618,142 5,739,474 Highw ays and Streets 9,104,868 6,776,421 11,881,282 7,014,525 Sanitation 563,381 674,860 595,162 709,729 Culture and Recreation 537,893 472,161 478,568 573,232 Conservation of Natural Resources 3,353,335 1,384,509 1,067,917 1,125,450 Economic Development 46,155 46,155 46,240 57,325 Intergovernmental 4,059,587 3,856,351 3,966,593 4,160,879 Capital Outlay 2,780,391 5,687,414 2,169,401 20,640 Debt Service 1,358,458 1,547,806 4,172,115 1,673,529

Total 30,879,594$ 30,057,379$ 34,300,574$ 25,973,408$

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General Fund Revenues and Expenditures

• Revenues exceeded expenditures by $192,085

• After transfers out and proceeds from capital lease the overall fund balance increase for 2018 was $218,154

• 4 years revenues in excess of expenditures

Financial Results

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Road and Bridge Fund Revenues and Expenditures

• Revenues exceeded expenditures by $2,121,863

• Revenues and expenditures decreased over prior year

Financial Results

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Human Services Fund Revenues and Expenditures

• Levy revenue and expenditures increased over prior year

Financial Results

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Ditch Fund Revenues and Expenditures

• Expenditures have exceeded revenue for the past 4 years

• Expenditures exceeded revenue by $338,507 in 2018 and by $97,478 in 2017

• Positive fund balance of $1,144,699

Financial Results

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2015 2016 2017 2018Revenues 1,278,502$ 641,206$ 684,868$ 488,058$ Expenditures 3,277,541 1,093,967 782,346 826,565

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County Indebtedness – Governmental Activities

• OPEB increase due to implementation of GASB 75

• Net Pension Liability decreased approximately $2.5M

• Debt payments made according to repayment schedules

Financial Results

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2015 2016 2017 2018G.O. Bonds 14,600,000$ 13,900,000$ 13,175,000$ 12,425,000$

G.O. Special Assessment Bonds 2,750,000 2,715,000 2,580,000 2,425,000

Comp. Absences 571,342 584,208 611,707 617,443

OPEB 1,593,278 1,664,015 1,723,792 3,675,726

Net Pension Liability 4,766,555 11,112,983 7,307,881 4,867,520

Capital Leases 39,641 60,521 109,333 86,717

Loans 373,600 276,507 188,762 137,164

Notes Payable 385,000 355,000 330,000 305,000

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LANDFILL

• Reports on an accrual basis

• Revenues exceeded expenses by $334,226 in 2018

• $380K decrease in expenses primarily due to closure/postclosurecalculation

Financial Results

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2015 2016 2017 2018Operating Revenues 2,684,425$ 2,525,916$ 2,690,106$ 2,655,887$ Operating Expenses 4,903,539 3,138,144 2,705,882 2,321,661 Operating Income (2,219,114) (612,228) (15,776) 334,226 Change In Net Position 2,163,577 (563,485) 40,549 408,315 Unrestricted Net Position 1,783,598 2,018,228 1,791,201 2,467,645

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GASB 75 Implemented for 2018

New Accounting Standards for 2019:• GASB Statement 83 – Certain Asset Retirement Obligations• GASB Statement 84 – Fiduciary Activities• GASB Statement 88 – Debt Disclosures• GASB Statement 90 – Majority Equity Interests

Other Financial Results– Financial statements submitted to the required state agencies by the

statutory deadline.– Federal single audit was NOT required for 2018

Financial Results

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Thank you to all for allowing us to serve you!

Contact Information:Doug Host, CPA218‐825‐[email protected]

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Item: Recycling Proposals

Originating Department: Environmental Office

Presenter:Schroeder


Consider Recycling Proposals

Background:

Three (3) separate Requests for Proposals related to County recycling were advertised.

Supporting Documents:

Comments:

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Item: Landfill Gas Flare Preventative Maintenance


Presenter:Schroeder


Consider approving the proposal from Aptim Environmental / LFG Specialties in the amount not to exceed $12,480.

Background:

Two areas of work are requested for the landfill gas flare; 1) regular preventative maintenance and repairs, and 2)decommissioning of the gas auto-analyzer. Aptim Environmental / LFG Specialties were last on site in fall of 2017. Theproposed price is typical for this type of work.

Supporting Documents:P#091913Lyon CountyPM2194.pdf

Comments:

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Aptim Environmental & Infrastructure, LLC

LFG Specialties

Proposal & Pricing

Flare System Service Unit #2194

Preventive Maintenance

Prepared for: Mr. Roger Schroeder Lyon County Public Works (507) 532-1306 Marshall, MN 56258 [email protected] Lyon County Landfill Marshall, MN

Reference #: 091913

September 18, 2019

Presented by: Wayne Heishman Associate Project Manager LFG Specialties (419) 424.4913 [email protected]

Alternate Contact: Nick Klear Service Manager LFG Specialties (419) 425-6266 Office (419) 420-5870 Cell [email protected]

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mailto:[email protected]

mailto:[email protected]

Flare Service Unit #2194 Service Agreement No. 091913 September 18, 2019

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SERVICE AGREEMENT This service agreement “Agreement” which includes the Services & Equipment Specification and Terms and Conditions of Service below is entered into on the undersigned date, by and between Aptim Environmental & Infrastructure, LLC (“APTIM”), a Louisiana company, and Lyon County Public Works . (hereinafter “Client”).

In consideration of the covenants contained herein and for other good and valuable consideration, the legal sufficiency of which is acknowledged, the parties wishing to be legally bound agree as follows:

I. SERVICE AND EQUIPMENT SPECIFICATION APTIM hereby proposes to furnish the Equipment and Services as described in this Agreement per the following and subject to the standard "Terms and Conditions of Services" below: A. Service and Equipment Scope:

APTIM is pleased to present, for Client’s consideration, the following scope of work:

1. Preventative Maintenance for the landfill gas flare at Lyon County Landfill Unit #2194, including: Visual inspection of flare systems Flame arrester inspection (external only) Verification of gas composition (using site readings) Calibration of flow meter with pitot tube flow measurement

♦ Manual adjustments of landfill gas system to create a situation of high, medium and low flow. Pitot tube traverses will be performed at the three flow levels and the system will be returned to normal operating conditions.

Operational verification of all components Control panel, MCC and main disconnect inspection Blowers inspection and greasing

♦ Two tubes of grease Thermocouple accuracy check One service technician for two days of labor and three days of travel

2. Common Replacement parts:

a. Pilot Thermocouple, PN: ETCA14W060SK, 5’ length b. Flare Thermocouple, PN: ETCA14W072SK, 6’ length c. Flame (UV) Sensor, PN: UVSCNRA d. Propane Solenoid Valve, PN: PFS012Y120VEXP e. Pilot Controller, PN: EUDC1202

Notes:

• Rental equipment of man lift to inspect or change flare stack components, if deemed to be necessary, to be provided by site.

• If the pitot tube flow survey finds that the flow meter is outside of the acceptable range, the customer will be consulted and options will be discussed. The pitot tube flow survey requires ambient temperatures above 40 degrees F.

• If the flow meter calibration only requires one day the client will NOT be charged for the additional day quoted.

• Common replacement parts prices good till 12/31/19

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3. Decommissioning gas analyzer for the landfill gas flare at Lyon County Landfill Unit #2194, including: Removal of gas tubing and plugging port on gas flow run. Removal of 120VAC power to gas analyzer. Removal of analog connections between gas analyzer and flare control panel

♦ Chart Recorder channels #4, 5, and 6 will be turned off in the chart recorder configuration. One service technician for one days of labor, travel included if taken with item #1. Reprogram of PLC to remove faults associated with gas analyzer.

Notes:

• Gas analyzer will be electrically and mechanically isolated from flare system. • Physical removal of gas analyzer cabinet by others. • Gas analyzer disconnection to be performed in conjunction with PM services in Section A, item 1. • Disposal of existing parts by others.

B. Price Schedule:

Price for “Preventative Maintenance” as described in Section A, item 1, FOB Findlay, OH, excluding tax, is $ 8,360.00

Reduced if combined with other Minnesota projects ( $ 1,500.00 ) Price for “Spare Parts” as described in Section A, item 2, FOB Findlay, OH, excluding tax, is 2a. $ 200.00 2b. $ 250.00 2c. $ 300.00 2d. $ 310.00 2e. $ 641.00 Price for “Decommissioning gas analyzer” as described in Section A, item 3, FOB Findlay, OH, excluding tax, is $ 2,620.00

*NOTE: Price for time in excess of that stated above will be billed at a rate of $1,500.00/weekday $2,000/weekend day. Replacement parts will be billed. Any scope in addition to that listed above will require a signed change order.

ALL PRICING IS FOB — FINDLAY, OHIO

B. Work Schedule: APTIM makes every effort to meet our Customers delivery requests and special requirements. Delivery for the service/equipment outlined in this Agreement is:

Service Schedule: 4-6 weeks from receipt of purchase order

C. Payment Terms: Terms of payment to be 100% net due 30 days from date of invoice. Invoice will be issued upon a progress basis according to the following schedule:

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Milestone Amount

Completion of Work 100%

Prices are quoted firm for prompt acceptance and shipment per delivery schedule. Prices are valid for 45 days from date of issue.

Prices do not include any taxes, duties or assessments. However, at time of invoicing, applicable taxes will be applied based on current rate to comply with applicable State and Local laws unless a Sales Tax Exemption Certificate is provided.

D. Field Service Rates and Availability:

Service Rate Table Standard Rate per day Weekend / Emergency Rate per day

Service Technician $1500 $2000

Project Manager, Electrical Engineer $1750 $2250

Sr. Project Manager, Sr. Electrical Engineer

$2000 $2500

Office Support Rate (per hour)

Sr. Project Manager, Sr. Operations Manager, Sr. Electrical Engineer $200

Project Manager, Electrical Engineer $170

E. Equipment Warranty: APTIM guarantees only the replacement parts supplied by APTIM as outlined and specified in this Agreement for the period of six (6) months from date of shipment.

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The Services to be performed are as described in the Service and Equipment Specification above and under the following terms and conditions:

1) INDEPENDENT CONTRACTOR:

APTIM ENVIRONMENTAL & INFRASTRUCTURE, LLC (“APTIM”) shall be fully independent in performing the Services and shall not act as an agent or employee of CLIENT. APTIM shall be responsible for its employees, subcontractors, and agents and for their compensation, benefits, contributions, and taxes, if any.

2) TAXES: The CLIENT shall pay any and all sales, use, or similar taxes imposed on the Services.

3) DOCUMENTATION, RECORDS, AUDIT: If requested by CLIENT, APTIM shall provide CLIENT with copies of all documents which it is required to file or maintain under any federal, state, or local law naming or obligating the CLIENT, including, without limitation, any hazardous waste manifests relating to the Services.

CLIENT shall have the right, at its expense, to inspect and audit APTIM’s records and accounts covering charges hereunder at all reasonable times during the course of the Services for a period of one (1) year after the substantial completion thereof.

4) RISKS AND ALLOCATION: CLIENT hereby acknowledges, understands and agrees that there are risks inherent to field services, many of which cannot be ascertained or anticipated prior to or during the course of the Services. CLIENT SPECIFICALLY AGREES THAT APTIM’S LIABILITY SHALL BE STRICTLY LIMITED AS AND TO THOSE CAUSES AND AMOUNTS PROVIDED IN THESE TERMS AND CONDITIONS.

5) APTIM WARRANTIES, REPRESENTATIONS, AND COVENANTS: A. Professional Standards Warranties: APTIM warrants, represents, and covenants that: (1 APTIM has the capability, experience, and means required to perform the Services; (2) such Services will be performed using personnel, equipment, and material qualified and/or suitable therefore; and (3) APTIM will perform the Services in a diligent and workmanlike manner consistent with accepted professional practices and standards for nationally recognized firms engaged in similar work, as in effect at the time and location the Services are performed.

B. Material and Workmanship Warranty: APTIM warrants that any equipment of its own manufacture will be complete in all its parts, and for the Warranty Period of six (6) months, will under proper application and operation be free from material defects in material and workmanship. APTIM’s warranty for equipment of its own manufacture shall be limited to the following:

(1) Replacement or repair of any equipment or parts which under normal and proper operating conditions are, in APTIM’s sole opinion, found and confirmed defective and are returned to APTIM within the Warranty Period, transportation charges prepaid.

(2) Notwithstanding the foregoing provisions, any repair, replacement or modification, regardless of cause, that is performed by someone other than an APTIM representative, shall result in all of the warranties provided herein being null and void, and as such, neither APTIM nor its suppliers shall have any liability or obligations whatsoever to CLIENT.

(3) CLIENT shall be responsible for freight charges in connection with the return or replacement of any defective equipment or parts.

C. Other APTIM Warranties: APTIM warrants, represents, and covenants that: (1) On equipment not made by LFG Specialties": LFG Specialties will take any steps reasonably within its power to make available to Purchaser any manufacturer’s warranty applicable to the Equipment. APTIM will perform the Services in compliance with (i) applicable federal, state, and local laws, regulations, and ordinances as in effect and construed at the time the Services are performed (2) APTIM shall use its best efforts to avoid infringements, as set forth in Section 12 hereof.

D. Remedies: If CLIENT alleges that APTIM has breached a warranty set forth herein, then CLIENT shall promptly notify APTIM in writing and, before taking any further action against APTIM, shall afford APTIM the opportunity, at APTIM’S cost, to either re-perform any defective Service according to the original scope of work therefore (as modified up to the time of breach), or to commence and diligently pursue the cure of such breach, in which event such re-performance or cure shall be CLIENT's sole and exclusive remedy therefore.

EXCEPT AS SET FORTH IN SECTION I.F OF THE SERVICE AND EQUIPMENT SPECIFICATION AND SECTION II.5 ABOVE, APTIM MAKES NO GUARANTEE OF RESULTS OR WARRANTY, EXPRESS OR IMPLIED, IN FACT OR BY LAW, WHETHER OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, AS TO ANY OF THE GOODS OR OTHER MATERIALS FURNISHED OR SERVICES WHICH MAY BE

II. TERMS AND CONDITIONS OF SERVICE

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PERFORMED PURSUANT TO THIS AGREEMENT. FURTHERMORE, APTIM MAKES NO WARRANTY OR REPRESENTATIONS HEREIN AS TO EQUIPMENT AND MATERIALS THAT ARE NOT MANUFACTURED OR SUPPLIED BY APTIM PURSUANT TO THIS AGREEMENT.

6) INDEMNITY BY APTIM: Subject to the limitations stated herein, APTIM shall defend, indemnify and hold harmless CLIENT (including its officers, directors, shareholders, employees, and agents) from and against any and all losses, liabilities, claims, demands, damages, fines and penalties, and related expenses (including reasonable legal fees and costs) to the extent (and only to the extent) arising out of APTIM’S negligent acts, errors or omissions or willful misconduct in performing Services 7) CLIENT WARRANTIES, REPRESENTATIONS, AND COVENANTS: CLIENT warrants, represents, and covenants as follows:

A. Responsibility for Sites: CLIENT has responsibility for the sites with respect to which CLIENT may request Services. There will exist no legal impediment or restraint applicable to CLIENT, the site or otherwise, which may adversely affect the ability of APTIM to perform the Services.

B. Characteristics of Materials or Existing Flare Systems: Any materials or existing flare systems with respect to which APTIM performs Services either (1) will have the composition and characteristics described by Client either verbally (which shall promptly be reduced to writing) or in the request for proposal or other documents given to APTIM, or (2) if nonconforming, will not (i) increase the cost of performing the Services; (ii) increase the nature or extent of the hazard or risk undertaken by APTIM in agreeing to perform the Services; and (iii) be such that the facilities designated can no longer be legally used or the Services legally performed.

C. Characteristics of Site: CLIENT will provide APTIM with all relevant information available to it concerning the site, equipment or existing flare system for which Services are requested, including, without limitation, any hazards that are known by CLIENT to be present, summaries and assessments of the site, equipment or existing flare system’s past and present compliance status, and the status of any filed or pending judicial or administrative action concerning the equipment or existing flare system or the site.

D. CLIENT'S Duties: CLIENT shall, at its cost, at such times as may be required by APTIM for the successful, timely, and expeditious completion of Services:

(1) Provide unimpeded and timely access to the site, any necessary third-party property, and an adequate area for APTIM, equipment storage, and employee parking necessary for the Services.

(2) Provide unimpeded and timely access to landfill gas and power of sufficient quantity and quality to operate the equipment unimpeded for purposes of performing the Services.

E. Changes: If APTIM encounters any unforeseen, differing or changed conditions or circumstances, the time for completion of such Services shall be extended, and APTIM shall receive an equitable compensation adjustment if APTIM incurs additional costs or additional Services are required. 8) INDEMNITY BY CLIENT: CLIENT shall defend, indemnify, and hold harmless (and does hereby release) APTIM (including its parent, subsidiary and affiliated companies and their officers, directors, employees, and agents) from and against, any and all liabilities, claims, demands, losses, damages, fines and penalties, and related expenses (including legal fees and reasonable costs of investigation), to the extent resulting from, attributable to, or arising out of: A. Any action or inaction of CLIENT or any third party or compliance by APTIM with directives issued by CLIENT; B. Any breach by CLIENT of any warranties, other provisions hereof, or of laws, regulations, or ordinances; 9) LIMITATION OF LIABILITY: NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT:

A. IN NO EVENT SHALL APTIM BE RESPONSIBLE FOR ANY INCIDENTAL, INDIRECT, IMPACT, OR CONSEQUENTIAL LOSSES, DAMAGES (INCLUDING LOSS OF PROFITS), LIABILITIES OR EXPENSES INCURRED BY CLIENT OR ANY THIRD PARTY AS A RESULT OF APTIM’S PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT OR BY APPLICATION OR USE OF REPORTS PREPARED OR OTHER SERVICES PERFORMED; FURTHER, APTIM SHALL HAVE NO LIABILITY FOR ANY ACTION INCLUDING DISCLOSURE OF INFORMATION WHERE APTIM BELIEVES IN GOOD FAITH THAT SUCH ACTION IS REQUIRED BY PROFESSIONAL STANDARDS OF CONDUCT FOR THE PRESERVATION OF PUBLIC HEALTH, SAFETY OR WELFARE, OR BY LAW; AND

B. FOR ALL LOSSES, DAMAGES, LIABILITIES OR EXPENSES (INCLUDING ATTORNEY'S FEES AND COSTS), WHETHER FOR INDEMNITY, OR NEGLIGENCE, INCLUDING ERRORS, OMISSIONS OR OTHER ACTS, OR WILLFUL MISCONDUCT, OR BASED IN CONTRACT, WARRANTY (INCLUDING ANY COSTS AND FEES FOR REPAIRING, REPLACING OR RE-PERFORMING SERVICES OR CURING A BREACH HEREOF), OR FOR ANY OTHER CAUSE OF ACTION (INDIVIDUALLY, A "CLAIM"; COLLECTIVELY, "CLAIMS"), APTIM’S LIABILITY, INCLUDING THE LIABILITY OF ITS INSURERS, EMPLOYEES, AGENTS, DIRECTORS, AND OFFICERS AND ALL OTHER PERSONS FOR WHOM APTIM IS LEGALLY RESPONSIBLE, SHALL NOT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEED IN THE CUMULATIVE AGGREGATE WITH RESPECT TO ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT THE LESSER OF THE TOTAL AMOUNT OF COMPENSATION PAID TO APTIMHEREUNDER OR $100,000; AND

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C. ALL CLAIMS AGAINST APTIM, ITS INSURERS, EMPLOYEES, AGENTS, DIRECTORS OR OFFICERS AND ALL OTHER PERSONS FOR WHOM APTIM IS LEGALLY LIABLE, SHALL BE DEEMED WAIVED UNLESS AND TO THE EXTENT CLIENT SHALL BRING SUIT THEREFOR AGAINST APTIM WITHIN ONE (1) YEAR AFTER APTIM’S SUBSTANTIAL COMPLETION OF THE PARTICULAR SERVICES WITH RESPECT TO WHICH THE CLAIM IS MADE. 10) INSURANCE: APTIM is presently protected by Worker's Compensation Insurance as required by applicable law and by General Liability and Automobile Liability Insurance (in the amount of $1,000,000 combined single limit) for bodily injury and property damage. Insurance certificates will be furnished on request. If the CLIENT requires further insurance coverage, APTIM will endeavor to obtain said coverage, and CLIENT shall be charged therefor. The certificates shall specify the dates when such insurance expires and shall provide for notices of cancellation according to the standard wording of the Acord Certificate of Insurance Form. APTIM and its insurer(s) hereby reserve all rights of subrogation. 11) PATENTS AND INVENTIONS: CLIENT may use any final reports of findings, or other work performed or prepared by APTIM under this Agreement for its internal purposes in connection with the project and/or location for which such work was prepared, but APTIM reserves all other rights with respect to the same and all other documents produced in performing the Services. All reports will be delivered subject to APTIM’S then current limitations. CLIENT shall obtain prior written consent from APTIM for any other use, distribution, or publication of such reports or work results. CLIENT shall retain all right and title to all patentable and unpatentable inventions, including confidential know-how, developed by CLIENT and/or by APTIM hereunder in CLIENT'S field of expertise. APTIM shall retain all right and title to all patentable and unpatentable inventions, including confidential know-how, developed by APTIM hereunder in APTIM’S field of expertise. APTIM shall grant to CLIENT a royalty-free, nonexclusive and nontransferable license under any such developed inventions and know-how to use the same in any of CLIENT'S facilities. 12) INTELLECTUAL PROPERTY APTIM shall use its best efforts to provide Services which do not infringe on any valid patent, copyright, trademark or involve the use of any confidential information that is the property of others unless APTIM is licensed or otherwise has the right to use and dispose thereof. APTIM shall also use its best efforts to inform CLIENT of any infringement that may be reasonably expected to result from the use of the Services. However, the best efforts of APTIM shall not include a duty to conduct and/or prepare a patent or other search and/or opinion. The liability of APTIM under this Agreement in any legal proceeding where CLIENT is made a defendant for actual infringement based upon a Service provided by APTIM shall exclude infringement which is related to manufacturing processes of CLIENT and any consequential damages. 13) FORCE MAJEURE Neither party shall be deemed in default of this Agreement or any order hereunder to the extent that any delay or failure in the performance of its obligations (other than the payment of money) results, without its fault or negligence, from any cause beyond its reasonable control, such as acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, adverse weather conditions, strikes, or lockouts, and changes in laws, statutes, regulations or ordinances.

14) ASSIGNMENT

Neither party shall assign any right or delegate any duty under this Agreement without the prior written consent of the other. Notwithstanding the foregoing, any subsidiary or affiliate of APTIM or other persons APTIM designates may perform some or all of the Services, and APTIM may upon notice to the CLIENT assign, pledge or otherwise hypothecate the cash proceeds and accounts receivable resulting from the performance of any Services or sale of any goods pursuant to this Agreement. Subject to the foregoing, this Agreement shall inure to the benefit of, and be binding upon, the parties' respective successors and assigns.

15) GOVERNING LAW

This Agreement shall be governed by and interpreted pursuant to the rules of the state where the services are to be performed.

16) ENTIRE AGREEMENT

The terms and conditions set forth in this Agreement constitute the entire understanding of the parties relating to the provision of Services by APTIM to CLIENT and shall be deemed incorporated in all Orders unless otherwise agreed in writing by APTIM In the event of conflict, this Agreement shall govern. Any modifications or revision of any provisions hereof or any additional provisions contained in any purchase order, acknowledgement or other form of the CLIENT is hereby expressly objected to by APTIM and shall not operate to modify the Agreement, and APTIM’S acceptance of an Order is expressly conditioned on and limited to assent to the provisions hereof. CLIENT may accept these terms and conditions by execution of this Agreement or by authorizing APTIM to begin work. This Agreement may be amended only by a written instrument signed by both parties.

17) WAIVER OF TERMS AND CONDITIONS 43


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The failure of APTIM or CLIENT in any one or more instances to enforce one or more of the terms or conditions of this Agreement or to exercise any right or privilege in this Agreement or the waiver of any breach of the terms or conditions of this Agreement shall not be construed as thereafter waiving any such terms, conditions, rights, or privileges, and the same shall continue and remain in force and effect as if no such failure to enforce had occurred.

18) SEVERABILITY AND SURVIVAL

Each provision of this Agreement is severable from the others. Should any provision of this Agreement be found invalid or unenforceable, such provision shall be ineffective only to the extent required by law, without invalidating the remainder of such provision or the remainder of this Agreement. Further, to the extent permitted by law, any provision found invalid or unenforceable shall be deemed automatically redrawn to the extent necessary to render it valid and enforceable consistent with the parties' intent. The terms and conditions hereof shall survive the termination of this Agreement.

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IN WITNESS WHEREOF, CLIENT and APTIM ENVIRONMENTAL & INFRASTRUCTURE, LLC agree to the foregoing (INCLUDING THE LIMITATIONS ON LIABILITY IN SECTION 9) and have caused this Agreement to be executed by their respective duly authorized representatives as of the date set forth below. Bill-to Address (please fill in) Ship-to Address (please fill in)

Attention: Attention:

Phone: Phone: Email: Email:

The terms and conditions set forth in this Agreement herein, which include the Service and Equipment Specification and the Terms and Conditions of Service, constitute the entire understanding of the parties relating to the goods and services provided for herein. All subsequent modifications to this Agreement shall not be effective unless they are in writing and signed by Aptim Environmental & Infrastructure, LLC.

Equipment: $ Estimated Shipping & Handling: $ OPTIONS SELECTED $

$ $ Subtotal: $ Sales Tax: % County State $ Or ☐ Tax Exemption Certificate or ☐ Direct Pay Certification

Onsite Services: $ Total Sales Price Including Tax: $

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the month, day, and year set forth below.

APTIM ENVIRONMENTAL & INFRASTRUCTURE, LLC PURCHASER Sign Sign

Name Name Title Title

Date Date P.O. #

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Proposal Template Revision # Description of Revision

R1 Updated T&C’s to clarify warranty covers parts only, not labor to install parts

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Item: Track Loader Request for Proposals


Presenter:Schroeder


Consider allowing the Environmental Administrator to advertise for proposals to replace the landfill track loader.

Background:

Having met with the purchasing committee this past summer the decision was made to proceed with preparingspecifications for the replacement of the 1999 Caterpillar 963C track loader. Proposals would be sought for a calendaryear 2020 replacement. The purchase is included in the 2020 proposed landfill operating budget; coming from landfillreserves.


Comments:

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Item: Correctional Officer Hire

Originating Department: Sheriff

Presenter:McDonald


Request Board to approve the hire of Alicia Tonsager as Correctional Officer, pending a successful physical and drugscreen. This position is in pay grade 6 with a starting wage of $18.43/hr. Start date is on or before October 4, 2019.

Background:

Interviews were held on August 27th and August 30th.


Comments:

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Item: Government Center Carpet Replacement -DEED Office


Presenter:Stomberg


Consider the low quote from Floor to Ceiling, Marshall, to replace the carpet in the DEED Offices at a cost of$51,450.

Background:

When the county renewed its lease with DEED this summer it was agreed that the county would paint and replace thecarpet in the offices. The county received quotes for approximately 900 square yards of carpet and installation. LyonCounty received two quotes, Floor to Ceiling at $51,450 and Floors by Becker at $53,000.


Comments:

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