City Council Meeting Packets

COLUMBUS COMMON COUNCIL – REGULAR MEETING MONDAY, MARCH 16, 2020 – 6:30 PM COLUMBUS CITY HALL AGENDA 1. Roll Call 2. Pledge of Allegiance 3. Notice of Open Meeting 4. Approve Agenda 5. Correspondence & Communications Consent Agenda 1. Council & Committee of the Whole Minutes – 3/3/20 2. Street Closing Request: Kiwanis Club/Chamber of Commerce – Red Bud Days, May 9, 2020 3. Applications for Operator Licenses, term 07/01/19 – 06/30/21 New Business 1. Consider & take action on amendments for the 2019 budget to qualify for the Expenditure Restraint Payment 2. Consider & take action on Engagement Letter with Baker Tilly for the 2020 Sewer Rate Study 3. Consider & take action on offer to purchase of decommissioned blowers from WWTP 4. Consider & take action on Access Easement for Sennview Farms to cross the City owned lands north of the Wastewater Treatment Plant 5. Consider & take action on agreement with Sennview Farms regarding the City owned land north of the Wastewater Treatment Plant 6. Consider & take action on changes to Cable Commission Ordinance #735-17 7. Consider & take further action on agreement with United Liquid Waste Recycling Inc for sludge removal 8. Consider & take action on claims in the amount of $1,121,007.08 9. Report of City Officers – Interim City Administrator, Mayor Adjourn  COLUMBUS COMMON COUNCIL – REGULAR MEETING MINUTES TUESDAY, MARCH 3, 2020 – 6:30 PM COLUMBUS CITY HALL 1. Roll Call: Called to order at 6:30 pm. Present: Mayor Thom, Alders Gray, Johnson, Reid, Theilen, Traxler; Interim City Administrator Berner, City Attorney Johnson, City Clerk Goebel, interested citizens and the media. Excused: Ryan 2. Pledge of Allegiance: Mayor Thom led the Pledge of Allegiance. 3. Notice of Open Meeting: Noted as posted. 4. Approve Agenda: Motion by Traxler, second by Theilen to approve. Carried voice vote. 5. Correspondence & Communications: None. Consent Agenda: Motion by Johnson, second by Theilen to approve consent agenda. Carried voice vote. Council & Committee of the Whole Minutes – 2/17/20, Council/School Board Joint Meeting – 2/6/20, Picnic License: St. Jerome's Congregation, 1550 Farnham St – Bingo, 4/11/20, 5/9/20, 6/13/20, 7/11/20, 8/8/20, 9/12/20, 10/10/20, 11/14/20, 12/12/20, 1/9/21, 2/13/21, 3/13/21, Applications for Operator Licenses, term 07/01/19 – 06/30/21 Old Business 1. Consider & take action on the United Liquid Waste & Recycling Inc contract without the hold harmless clause: Motion by Gray, second by Reid to approve the contract without the hold harmless clause. Roll call vote unanimous. New Business 1. Consider & take action on Water Quality Draft Agreements with Rhodes Bake-N-Serv, Stibb Farms, Wisconsin Conference: Motion by Gray, second by Theilen to approve the contracts acknowledging some changes may occur and allow staff to review and Mayor the Clerk to sign. Roll call vote unanimous. 2. Consider & take action on Resolution for WDOT Transportation Alternatives Program (TAP) Grant Application: Motion by Traxler, second by Theilen to approve Resolution #5-20 for the WDOT Tap Grant Application. Carried voice vote. 3. Consider & take action on application process for use of Mae Ward Fund: Motion by Reid, second by Traxler to approve the application process for the Mae Ward Fund. Carried voice vote. 4. Consider & take action on Plan Commission Recommendation to approve the Condominium Plat of Condominium on the Green II Addendum Number 1: Motion by Johnson, second by Gray to approve the condominium plat of Condominium on the Green II Addendum #1. Carried voice vote. 5. Consider & take action on RFP to contract for lawn mowing services for 2020: Motion by Johnson, second by Traxler to approve the RFP for lawn mowing services for 2020 and to lower the require insurance coverage by half. Carried voice vote. 6. Consider & take action on Weed, Grass, Shrubbery Removal Fee Schedule: Motion by Traxler, second by Theilen to approve the Weed, Grass, Shrubbery removal fee schedule. Carried voice vote with Reid voting No. 7. Consider & take action on Fireman's Park 2nd Ward Creek storm water project: Motion by Traxler, second by Reid to approve Fireman's Park 2nd Ward Creek project. Roll call vote unanimous. 8. Consider & take action on purchase of Street Sweeper for DPW: Motion by Traxler, second by Theilen to approve the purchase of Global M3 Street Sweeper for DPW in the amount of $149,750.00. Roll call vote unanimous.  Page 2 – Common Council – Regular Meeting March 3, 2020 9. Consider & take action on purchase of radios for Police Department: Motion by Traxler, second by Reid to approve the purchase of new radios for the Police Department in the amount of $56,275.57. Roll call vote unanimous. 10. Consider & take action on Resolution to include Library as additional site for absentee voting for April 7, 2020 Spring Election: Motion by Reid, second by Gray to approve the additional absentee site at the Columbus Library for the April 2020 Election. Carried voice vote. 11. Consider & take action on claims in the amount of $ 2,356,561.21: Motion by Theilen, second by Traxler to approve claims. Roll call vote unanimous. 12. Report of City Officers – Interim City Administrator: HR Administrator Pamela Fredrick started February 24; LRIP Grant expected to be awarded March 20; utility team meeting March 5; Public Hearing on Hibbard Street special assessments is March 10 at 6:30 pm Mayor: next Council meeting March 16 due to the Agri-Business dinner; Columbus School District will hold informational meetings about the referendum on Tuesday March 10 at Columbus High School & Thursday, March 26 at Columbus Elementary School; attended the APPA Legislative Rally in Washington DC last week; Meet & Greet of 5 finalists for City Administrator position on 2/28 & interviews on 2/29. Thank you to Patti Walker & Dave Maylone for giving tours to the candidates and to staff and council for participating in the process. 13. Move to adjourn to closed session pursuant to State Statues 19.85 (1) ( c ) considering employment, promotion, compensation or performance evaluation data of any public employee over which the governmental body has jurisdiction or exercises responsibility; to review the City Administrator/Treasurer employment agreement recommended by the Committee of the Whole: Motion by Traxler, second by Johnson to adjourn to closed session. Roll call vote unanimous. 14. Reconvene to open session: Motion by Traxler, second by Gray to reconvene to open session at 8:32 pm. Carried voice vote. 15. Motion to appoint the City Administrator/Treasurer and approve the employment agreement: Motion by Johnson, second by Traxler to approve the appointment of Kyle Ellefson as City Administrator/Treasurer subject to background check and final employment agreement. Roll call vote unanimous. Adjourn: Motion by Traxler, second by Theilen to adjourn at 8:34 pm. Carried voice vote. Submitted by: Pat Goebel, City Clerk  COLUMBUS COMMON COUNCIL – COMMITTEE OF THE WHOLE MINUTES TUESDAY, MARCH 3, 2020 – 6:45 PM COLUMBUS CITY HALL 1. Roll Call: Called to order at 8:40 pm. Present: Council President Traxler, Alders Gray, Johnson, Reid, Theilen, Thom; Interim City Administrator Berner, City Attorney Johnson, City Clerk Goebel; interested citizens and the media. Excused Ryan. 2. Notice of Open Meeting: Noted as posted. 3. Approve Agenda: Motion by Gray, second by Theilen to approve agenda. Carried voice vote. 4. Citizen Comments: None. 5. Department Reports: Placed on file: EMS Report – January 2020, Media Report – January, Finance Director – Final Major Class Comparison Assessment Report from Department of Revenue 6. Committee Minutes: Placed on file: CHLPC - 2/12/20, 2/13/20, Library – 6/28/19, PFC - 11/1/8/19, Tourism – 1/6/20, Cable Commission - 1/8/20, Plan Commission – 1/16/20, CWL - 1/19/20, CDA – 1/20/20 7. Continue discussion on amendments for the 2019 budget to qualify for the Expenditure Restraint Payment: Forward to March 16 Regular meeting. 8. Review & discuss Engagement Letter with Baker Tilly for the 2020 Sewer Rate Study: Forward to March 16 Regular meeting. 9. Review & discuss the replacement purchase of bobcat snow blower attachment: Move to March 16 Committee of the Whole. 10. Review & discuss offer to purchase of decommissioned blowers from WWTP: Offered to City Departments per City policy and found no interest. Forward to March 16 Regular meeting. 11. Review & discuss changes to Cable Commission Ordinance: Updates to the ordinance. Forward to March 16 Regular meeting. 12. Review & discuss the Access Easement for Sennview Farms to cross the City owned lands north of the Wastewater Treatment Plant: Approved and signed by Sennview Farms in good faith until legal description is completed, will review with Sennview Farms, and recorded at the County. Forward to March 16 Regular meeting. 13. Review & discuss the agreement with Sennview Farms regarding the City owned land north of the Wastewater Treatment Plant: Signed by Sennview Dairy, Forward to March 16 Regular meeting. Adjourn: Motion by Thom, second by Gray to adjourn at 9:00 pm. Carried voice vote. Submitted by: Pat Goebel, City Clerk  2019 AGENDA ITEM Committee of the Whole Meeting date: _ _ ____ ______ Council Meeting date: _____March 16, 2020__________ ITEM: _____New Operator Licenses for licensing period 7/1/19 – 6/30/21__ DETAILED DESCRIPTION OF SUBJECT MATTER: Recommend approval for new operator licenses: • Kristine Doberstein • Katelyn E. Wolf LIST ALL SUPPORTING DOCUMENTATION ATTACHED: ACTION REQUESTED OF COUNCIL: Recommend approval for new operator license(s)  CITY OF COLUMBUS FOR MEETING OF: City Council Committee of the Whole REQUEST FROM/DEPARTMENT: Treasurer's Office AGENDA ITEM/REQUEST: Amendments to 2019 Budget by Fund DETAILED DESCRIPTION OF SUBJECT MATTER: (AMENDED) A budget amendment for 2019 is recommended so that activity from 2019 can be more accurately recorded as well as by adopting a budget amendment the City will be better positioned to have the opportunity to qualify for the Expenditure Restraint Grant program - aid payment in 2021. The City did not qualify for a 2020 payment because of a budget amendment done for 2018 budget year, however, after checking with the Department of Revenue a budget amendment to the 2019 budget will have no negative affect on the application for the grant program. (see email provided) This cover sheet has the following attached: 1.) A listing of the Funds affected with the account number, account title and explanation or reason why an amendment is proposed. 2.) A draft Resolution along with the Exhibit "A" which reflects these account numbers, account titles, 2019 original budget and then the proposed 2019 budget amendment. AMENDMENT TO ORIGINAL: At audit the City's auditors reviewed the resolution authorizing the use of additional funds from TIF #3 for the street repairs in 2019 ($10,000). It was their recommendation that the budget amendment reflect the funds coming in from another fund. Their recommendation as to how this would be reflected is now incorporated into the budget amendment for 2019. Please refer to the lines in italic on the explanation page for the General Fund and for TIF #3. It does not affect what or how the funds were spent or transferred. They felt by including these in the budget amendment it would be more reflective of what the City's resolution instructed. ACTION REQUESTED: Review the attached information for approvals at the next regular meeting of the Council.  RESOLUTION NO. 2-20 A RESOLUTION TO RECOGNIZE VARIOUS BUDGET AMENDMENTS TO THE 2019 OPERATING BUDGETS – MULTIPLE FUNDS. WHEREAS, the City Council acted to adopt the 2019 operating budgets for all funds on December 2, 2018, and WHEREAS, during the year 2019 events occurred that impacted the originally adopted budgets, and WHEREAS, budget amendments can assist in creating a more accurate historical record of activity in the various Funds, NOW THEREFORE BE IT RESOLVED, that the City Council of the City of Columbus does hereby authorize the amendments as listed in Exhibit “A” to the 2019 operating budget for those funds as listed. Dated ____ of ________________, 2019. CITY OF COLUMBUS _____________________________________ Michael Thom, Mayor Attest: ______________________________ Patricia Goebel, City Clerk Published: _____________________  CITY OF COLUMBUS FOR MEETING OF: Committee of the Whole – 03/03/2020 REQUEST FROM/DEPARTMENT: Sewer Utility AGENDA ITEM/REQUEST: Discuss and consider Engagement Letter for 2020 Sewer Rate Study. *************************************************** DESCRIPTION AND SCOPE OF PROJECT/ITEM WITH KEY ISSUES NOTED: Per the Utility’s Clean Water Fund (CWF) bond covenants the Utility is required to do a rate study every two years to ensure that the rates charged are enough to not only cover the day to day operational costs but more importantly to the CWF the debt payments. With the upcoming borrowing it is important that the rate study be done in a timely manner to ensure that the new rates, as approved by Council, will be in effect to generate needed income for the utility. In the Request for Proposals for audit firms the City did include the rate study as part of the bid requirements. Bid results year ending 2019: $9,200 Audit $7,500 Rate Study BUDGET AND FINANCING INFORMATION: Account #: 600-577000-219 Department/Title: Sewer; Professional Services; Audit Current Budget: $16,700.00 LIST ALL SUPPORTING DOCUMENTATION ATTACHED: Engagement Letter from Baker Tilly Virchow Krause, LLP ACTION REQUESTED: To approve moving this forward to the Council meeting 03/17/2020 to approve the engagement letter. February 21, 2020 Baker Tilly Virchow Krause, LLP Ten Terrace Ct; PO Box 7398 Madison, WI 53707-7398 United States of America Ms. Kim Manley, Finance Director T: +1 (608) 249 6622 City of Columbus - Columbus Sewer Utility F: +1 (608) 249 8532 105 N. Dickason Street Columbus, WI 53925-0192 bakertilly.com Dear Kim: Thank you for using Baker Tilly Virchow Krause, LLP ("Baker Tilly", "we" or "our") as your accountants and business advisors. The purpose of this letter is to confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the services we will provide to City of Columbus - Columbus Sewer Utility (the "Company"). Services and Related Report We will compile, from information management provides, the Companies' forecasted balance sheet as of December 31, 2020, and for the year then ending, including the related summaries of significant assumptions and accounting policies, in order to develop forecasted 2020 sewer rates (''forecast''). Upon completion of our compilation of the forecast, we will provide the Company with our accountants' compilation report. If, for any reasons caused by or relating to the affairs or management of the Company, we are unable to complete our compilation of your forecast, or if we determine in our professional judgment the circumstances necessitate, we may withdraw and decline to issue a report as a result of this engagement. The forecast is not intended to be a forecast of financial position, changes in net position, or cash flows in accordance with Generally Accepted Accounting Principles ("GAAP"). This report will be prepared for the development of rates before the counciland should not be used for any other purpose. A financial forecast presents, to the best of management’s knowledge and belief, the Company's expected results of operations, and plant balances for the financial forecast period 2020. It is based on management’s assumptions reflecting conditions it expects to exist and the course of action it expects to take during the forecast period Not only is a timely review of the utility's present sewer rates necessary to comply with the DNR's Clean Water Fund Loan requirements of a bi-annual review, but it is also necessary to ensure existing rates are providing sufficient revenues to meet the operating and debt service needs of the utility.. Sewer Rate Study The following steps were developed for completing a sewer rate study in order to be as efficient as possible, yet allow time for adequate review. These steps include: 1. Obtain historical information, confirm significant assumptions regarding growth and costs, summarize and classify non-routine plant additions and forecast consumption for the 2020 test year. 2. Compile forecast of statements of income, summary of significant assumptions and other related forecast schedules from information supplied by management for the 2020 test year to support the rate study. 3. Prepare a cost of service study allocating the components of the revenue requirement to rate the design parameters (volume, strength, and fixed). Baker Tilly Virchow Krause, LLP trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. © 2018 Baker Tilly Virchow Krause, LLP Ms. Kim Manley, Finance Director City of Columbus - Columbus Sewer Utility February 21, 2020 Page 2 4. Develop proposed rates based upon the cost of service study and management directions. 5. Provide draft study to management for their review. Incorporate management’s comments into study. 6. Meet with the governing body to review the study. 7. Prepare the final rate study and provide assistance with implementation of the new rate structure. Our Responsibilities and Limitations The objective of our compilation engagement is to apply accounting and financial reporting expertise to assist you in the presentation of the financial forecast based on management’s assumptions without undertaking to obtain or provide any assurance that there are no material modifications that should be made to the financial forecast in order for it to be in accordance with guidelines for presentation of a financial forecast established by the AICPA. We will conduct our compilation engagement in accordance with Statements on Standards for Accounting and Review Services ("SSARS") promulgated by the Accounting and Review Services Committee of the AICPA and comply with the AICPA’s Code of Professional Conduct, including the ethical principles of integrity, objectivity, professional competence, and due care. A compilation of a financial forecast differs significantly from an examination of financial forecast. A compilation does not contemplate performing analytical procedures, obtaining an understanding of the entity’s internal control, assessing risks of material misstatement, tests of accounting records, or other procedures ordinarily performed in an examination. We are not required to, and will not, verify the accuracy or completeness of the information you will provide to us for the engagement or otherwise gather evidence for the purpose of expressing an opinion or a conclusion. Accordingly, we will not express an opinion or a conclusion or provide any assurance on the financial forecast. In order for us to complete the engagement, management must provide assumptions that are appropriate for the financial forecast. If the assumptions provided are inappropriate and have not been revised to our satisfaction, we will be unable to complete the engagement, and, accordingly, we will not issue a report on the financial forecast. Our engagement cannot be relied upon to identify or disclose any misstatements in the financial forecast, including those caused by fraud or error, or to identify or disclose any wrongdoing within the entity or noncompliance with laws and regulations, and, because of the limited nature of our work, detection is highly unlikely. However, we will inform the appropriate level of management of any material errors, evidence that fraud may exist, illegal acts, or noncompliance with laws or regulations that come to our attention, unless they are clearly inconsequential. We have no responsibility to identify and communicate deficiencies in your internal control as part of this engagement. We, in our sole professional judgment, reserve the right to refuse to perform any procedure or take any action that could be construed as assuming management responsibilities. The compilation will be planned and conducted with the understanding it will be used for the development of rates by the council and should not be used by any other parties or for any other purpose. Nevertheless, items of possible interest to the previously specified party may not be specifically addressed and matters may exist that would be assessed differently by the previously specified party. Ms. Kim Manley, Finance Director City of Columbus - Columbus Sewer Utility February 21, 2020 Page 3 The compilation will not be planned or conducted in contemplation of reliance by any other specific third party or with respect to any specific transaction. Therefore, items of possible interest to a third party will not be specifically addressed and matters may exist that would be assessed differently by a third party, possibly in connection with a specific transaction. Management's Responsibilities The engagement to be performed is conducted on the basis that you acknowledge and understand that our role is to assist you in developing the presentation of the financial forecast in accordance with guidelines for presentation of a financial forecast established by the AICPA. You have the following overall responsibilities that are fundamental to our undertaking the engagement in accordance with SSARS: 1. The selection of the accounting principles applied in the preparation of the financial forecast. 2. The preparation and presentation of the financial forecast in accordance with guidelines for presentation of a financial forecast established by the AICPA, the inclusion of all informative disclosures that are appropriate for the forecast under those guidelines, and the development of assumptions that reflect your plans and expectations regarding events and circumstances for the financial forecast period2020. 3. The design, implementation, and maintenance of internal control relevant to the preparation and presentation of the financial forecast and that it is free from material misstatement whether due to fraud or error. 4. The prevention and detection of fraud. 5. To ensure that City of Columbus - Columbus Sewer Utility complies with the laws and regulations applicable to its activities. 6. The accuracy and completeness of the records, documents, explanations, and other information, including significant judgments, you provide to us for the engagement. 7. To provide us with—  Access to all information of which you are aware is relevant to the presentation of the financial forecast, such as records, documentation, and other matters.  Additional information that we may request from you for the purpose of the compilation engagement.  Unrestricted access to persons within City of Columbus - Columbus Sewer Utility of whom we determine it necessary to make inquiries. Ms. Kim Manley, Finance Director City of Columbus - Columbus Sewer Utility February 21, 2020 Page 4 Our Report As part of our engagement, we will issue a report that will state that we did not examine or review the financial forecast and that, accordingly, we do not express an opinion, a conclusion, nor provide any assurance on it. It will also state that (1) there will usually be differences between the forecasted and actual results because events and circumstances frequently do not occur as expected, and those differences may be material; and (2) we have no responsibility to update the report for events and circumstances occurring after the date of the report. There may be circumstances in which the report differs from the expected form and content. You agree to include our compilation report in any document containing the financial forecast that indicates that we have performed a compilation engagement on the financial forecast and, prior to inclusion of the report, to ask our permission to do so. Reproduction of the Financial Forecast If you intend to reproduce or publish the financial forecast, and make reference to our firm name in connection therewith, you agree to publish the financial forecast in its entirety. In addition, you agree to provide us, for our approval and consent, proofs before printing, and final materials before distribution. With regard to the electronic dissemination of the financial forecast, including forecasted financials published electronically on your internet website, you understand that electronic sites are a means to distribute information and, therefore, we are not required to read the information contained in these sites or to consider the consistency of other information in the electronic site with the original document. Ownership of Workpapers The documentation for this engagement, including the workpapers is the property of Baker Tilly and constitutes confidential information. We may have a responsibility to retain the documentation for a period of time sufficient to satisfy any applicable legal or regulatory requirements for records retention. If we are required by law, regulation or professional standards to make certain documentation available to Regulators, the Company hereby authorizes us to do so. Timing and Fees Completion of our work is subject to, among other things, (i) appropriate cooperation from Company's personnel, including timely preparation of necessary schedules, (ii) timely responses to our inquiries and (iii) timely communication of all significant presentation, accounting and financial reporting matters. When and if for any reason the Company is unable to provide such schedules, information and assistance, Baker Tilly and you may mutually revise the fee to reflect additional services, if any, required of us to complete the compilation. Revisions to the scope of our work will be communicated to you and may be set forth in the form of an "Amendment to Existing Engagement Letter". In addition, if we discover compliance issues that require us to perform additional procedures and/or provide assistance with these matters, fees at our standard hourly rates apply. Ms. Kim Manley, Finance Director City of Columbus - Columbus Sewer Utility February 21, 2020 Page 5 Invoicing for services will be issued in three installments; the first upon commencement of engagement planning/preliminary fieldwork, the second upon commencement of year-end fieldwork, and the third upon delivery of the audit report. Fees are payable upon presentation. A charge of 1.5 percent per month shall be imposed on accounts not paid within thirty (30) days of receipt of our statement for services provided. In accordance with our firm policies, work may be suspended if your account becomes thirty (30) days or more overdue and will not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed upon written notice of termination, even if we have not completed our report. You will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket expenditures through the date of termination. We estimate that our fees for these services as $7,500 for the compilation. In addition to our professional fees, expenses for direct engagement support including travel and subsistence, production of reports, and other direct engagement expenses will be billed separately at our cost and stated separately on our invoices. The fee estimate is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the compilation. If significant additional time is necessary, we will discuss it with you and arrive at a new fee estimate before we incur the additional costs. Our fees, as summarized above, are based upon the current Statements on Standards for Accounting and Review Services that have been issued and are effective as of the date of this letter. Should additional accounting or auditing standards be issued subsequent, to or become effective for the periods covered by this engagement, our estimated fees may be adjusted accordingly. Unless otherwise specified and agreed upon in writing, our services do not include any services related to the implementation of Accounting Standards Codification (''ASC'') 606, Revenue From Contracts with Customers or ASC 842, Leases. We may use temporary contract staff to perform certain tasks on your engagement and will bill for that time at the rate that corresponds to Baker Tilly staff providing a similar level of service. Upon request, we will be happy to provide details on training, supervision and billing arrangements we use in connection with these professionals. Additionally, we may from time to time, and depending on the circumstances, use service providers (e.g., to act as a specialist or compile an element of the financial statements) in serving your account. We may share confidential information about you with these service providers, but are committed to maintaining the confidentiality and security of your information. Any additional services that may be requested and we agree to provide will be the subject of a separate engagement letter. We may be required to disclose confidential information to federal, state and international regulatory bodies or a court in criminal or other civil litigation. In the event that we receive a request from a third party (including a subpoena, summons or discovery demand in litigation) calling for the production of information, we will promptly notify the Company, unless otherwise prohibited. In the event we are requested by the Company or required by government regulation, subpoena or other legal process to produce our engagement working papers or our personnel as witnesses with respect to services rendered to the Company, so long as we are not a party to the proceeding in which the information is sought, we may seek reimbursement for our professional time and expenses, as well as the fees and legal expenses, incurred in responding to such a request. Resolution of Disagreements In the unlikely event that differences concerning services or fees should arise that are not resolved by mutual agreement, both parties agree to attempt in good faith to settle the dispute by mediation administered by the American Arbitration Association ("AAA") under its mediation rules for professional accounting and related services disputes before resorting to litigation or any other dispute-resolution procedure. Each party shall bear their own expenses from mediation. Ms. Kim Manley, Finance Director City of Columbus - Columbus Sewer Utility February 21, 2020 Page 6 If mediation does not settle the dispute or claim, then the parties agree that the dispute or claim shall be settled by binding arbitration. The arbitration proceeding shall take place in the city in which the Baker Tilly office providing the relevant services is located, unless the parties mutually agree to a different location. The proceeding shall be governed by the provisions of the Federal Arbitration Act ("FAA") and will proceed in accordance with the then current Arbitration Rules for Professional Accounting and Related Disputes of the AAA, except that no pre-hearing discovery shall be permitted unless specifically authorized by the arbitrator. The arbitrator will be selected from AAA, Judicial Arbitration & Mediation Services ("JAMS"), the Center for Public Resources or any other internationally or nationally-recognized organization mutually agreed upon by the parties. Potential arbitrator names will be exchanged within fifteen (15) days of the parties’ agreement to settle the dispute or claim by binding arbitration, and arbitration will thereafter proceed expeditiously. The arbitration will be conducted before a single arbitrator, experienced in accounting and auditing matters. The arbitrator shall have no authority to award non-monetary or equitable relief and will not have the right to award punitive damages. The award of the arbitration shall be in writing and shall be accompanied by a well-reasoned opinion. The award issued by the arbitrator may be confirmed in a judgment by any federal or state court of competent jurisdiction. Each party shall be responsible for their own costs associated with the arbitration, except that the costs of the arbitrator shall be equally divided by the parties. The arbitration proceeding and all information disclosed during the arbitration shall be maintained as confidential, except as may be required for disclosure to professional or regulatory bodies or in a related confidential arbitration. In no event shall a demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim would be barred under the applicable statute of limitations. Our services shall be evaluated solely on our substantial conformance with the terms expressly set forth herein, including all applicable professional standards. Any claim of nonconformance must be clearly and convincingly shown. Limitation on Damages and Indemnification The liability (including attorney’s fees and all other costs) of Baker Tilly and its present or former partners, principals, agents or employees related to any claim for damages relating to the services performed under this Engagement Letter shall not exceed the fees paid to Baker Tilly for the portion of the work to which the claim relates, except to the extent finally determined to have resulted from the willful misconduct or fraudulent behavior of Baker Tilly relating to such services. This limitation of liability is intended to apply to the full extent allowed by law, regardless of the grounds or nature of any claim asserted, including the negligence of either party. Additionally, in no event shall either party be liable for any lost profits, lost business opportunity, lost data, consequential, special, incidental, exemplary or punitive damages, delays or interruptions arising out of or related to this Engagement Letter even if the other party has been advised of the possibility of such damages. As Baker Tilly is performing the services solely for your benefit, you will indemnify Baker Tilly, its subsidiaries and their present or former partners, principals, employees, officers and agents against all costs, fees, expenses, damages and liabilities (including attorney's fees and all defense costs) associated with any third-party claim, relating to or arising as a result of the services, or this Engagement Letter. Because of the importance of the information that you provide to Baker Tilly with respect to Baker Tilly’s ability to perform the services, you hereby release Baker Tilly and its present and former partners, principals, agents and employees from any liability, damages, fees, expenses and costs, including attorney's fees, relating to the services, that arise from or relate to any information, including representations by management, provided by you, Company personnel or agents, that is not complete, accurate or current. Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this Engagement Letter are material bargained for bases of this Engagement Letter and that they have been taken into account and reflected in determining the consideration to be given by each party under this Engagement Letter and in the decision by each party to enter into this Engagement Letter. Ms. Kim Manley, Finance Director City of Columbus - Columbus Sewer Utility February 21, 2020 Page 7 The terms of this section shall apply regardless of the nature of any claim asserted (including, but not limited to, contract, tort or any form of negligence, whether of you, Baker Tilly or others), but these terms shall not apply to the extent finally determined to be contrary to the applicable law or regulation. These terms shall also continue to apply after any termination of this Engagement Letter. You accept and acknowledge that any legal proceedings arising from or in conjunction with the services provided under this Engagement Letter must be commenced within twelve (12) months after the performance of the services for which the action is brought, without consideration as to the time of discovery of any claim. Other Matters Neither this Engagement Letter, any claim, nor any rights or licenses granted hereunder may be assigned, delegated, or subcontracted by either party without the written consent of the other party. Either party may assign and transfer this Engagement Letter to any successor that acquires all or substantially all of the business or assets of such party by way of merger, consolidation, other business reorganization, or the sale of interest or assets, provided that the party notifies the other party in writing of such assignment and the successor agrees in writing to be bound by the terms and conditions of this Engagement Letter. Our dedication to client service is carried out through our employees who are integral in meeting this objective. In recognition of the importance of our employees to Baker Tilly, it is hereby agreed that the Company will not solicit our employees for employment or enter into an independent contractor arrangement with any individual who is or was an employee of Baker Tilly for a period of twelve (12) months following the date of the conclusion of this engagement. If the Company violates this non solicitation clause, the Company agrees to pay to Baker Tilly a fee equal to the hired individual's annual salary at the time of the violation so as to reimburse Baker Tilly for the costs of hiring and training a replacement. Baker Tilly Virchow Krause, LLP, trading as Baker Tilly, is an independent member of Baker Tilly International. Baker Tilly International Limited is an English company. Baker Tilly International provides no professional services to clients. Each member firm is a separate and independent legal entity and each describes itself as such. Baker Tilly Virchow Krause, LLP is not Baker Tilly International’s agent and does not have the authority to bind Baker Tilly International or act on Baker Tilly International’s behalf. None of Baker Tilly International, Baker Tilly Virchow Krause, LLP, nor any of the other member firms of Baker Tilly International has any liability for each other’s acts or omissions. The name Baker Tilly and its associated logo is used under license from Baker Tilly International Limited. This Engagement Letter constitutes the entire agreement between the Company and Baker Tilly regarding the services described in this Engagement Letter and supersedes and incorporates all prior or contemporaneous representations, understandings or agreements, and may not be modified or amended except by an agreement in writing signed between the parties hereto. The provisions of this Engagement Letter, which expressly or by implication are intended to survive its termination or expiration, will survive and continue to bind both parties. If any provision of this Engagement Letter is declared or found to be illegal, unenforceable or void, then both parties shall be relieved of all obligations arising under such provision, but if the remainder of this Engagement Letter shall not be affected by such declaration or finding and is capable of substantial performance, then each provision not so affected shall be enforced to the extent permitted by law or applicable professional standards. If because of a change in the Company status or due to any other reason, any provision in this Engagement Letter would be prohibited by, or would impair our independence under laws, regulations or published interpretations by governmental bodies, commissions or other regulatory agencies, such provision shall, to that extent, be of no further force and effect and this agreement shall consist of the remaining portions. Ms. Kim Manley, Finance Director City of Columbus - Columbus Sewer Utility February 21, 2020 Page 8 This agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to the provisions relating to conflict of laws. We appreciate the opportunity to be of service to you. If there are any questions regarding the Engagement Letter, please contact Jodi Dobson, the engagement partner on this engagement who is responsible for the overall supervision and review of the engagement and for determining that the engagement has been completed in accordance with professional standards. Jodi Dobson is available at 608 240 2469. Sincerely, BAKER TILLY VIRCHOW KRAUSE, LLP The services and terms as set forth in this Engagement Letter are agreed to by: __________________________________________________ Officer signature __________________________________________________ Mayor __________________________________________________ Date  2020 AGENDA ITEM Committee of the Whole Meeting date: _____________March 3 2020__________ Council Meeting date: _____March 16 2020___________________ ITEM: __ Sewer Utility Decommissioned Blower Sale (JC Cross Offer to Purchase) DETAILED DESCRIPTION OF SUBJECT MATTER: Consider offer from JC Cross Inc. to purchase three decommissioned Sludge Holding Tank Blowers. The blowers were replaced as part of the 2019 sludge holding tank improvement project. LIST ALL SUPPORTING DOCUMENTATION ATTACHED: Offer to purchase from JC Cross Inc. ACTION REQUESTED OF COUNCIL: Approve sale to JC Cross Inc. of three decommissioned blowers.  2019 AGENDA ITEM Committee of the Whole Meeting date: _ March 3_ ____ ______ Council Meeting date: __March 16, 2020____________________ ITEM: __ Review & discuss the Access Easement for Sennview Farms to cross the City owned lands north of the Wastewater Treatment Plant DETAILED DESCRIPTION OF SUBJECT MATTER: At the February 17th meeting staff presented the timeline to begin work on a recreational area north of the Wastewater Treatment Plant in 2020. One of the first steps is to update the Access Easement so Sennview Farms can cross our property to get to their land that is east of the Crawfish River. Currently this is the only way for Sennview Farms to access their land east of the river. Attached is a draft Access Easement that was prepared by the City Attorney. Reukert Mielke will sent a survey crew to the property to develop the legal description for the easement. When the legal description is completed the Access Easement will be signed by both parties and Sennview Farms will be responsible for recording the Easement with the Dodge County Register of Deeds LIST ALL SUPPORTING DOCUMENTATION ATTACHED: Draft Access Easment ACTION REQUESTED OF COUNCIL: Review & discuss the Access Easement for Sennview Dairy to cross the City owned lands north of the Wastewater Treatment Plant  DECLARATION OF INGRESS/EGRESS EASEMENT RE: Lot 1, CSM 1480 recorded with the Dodge County Register of Deeds on August 31, 1982, in Volume 10 of Certified Survey Maps, page 133 as Document #651016 (hereinafter “the Property”). Declaration made this ____ day of ___________________, 2020, by the City of Drafted by and Return To: Columbus, a Wisconsin Municipal Corporation Paul A. Johnson Boardman & Clark LLP PO Box 256 (hereinafter “Columbus”). Lodi, WI 53555 WHEREAS, Columbus is the owner of 211-1013-1833-009 the Property identified above; and Parcel Identification Number(s) WHEREAS, Sennview Farms Inc (hereinafter “Sennview”) is the owner of property described as tax parcel # 014-1013-1833-008 in the Town of Elba, Dodge County, WI (“hereinafter Sennview Property”) and has requested from Columbus an Easement for Ingress and Egress for reasonable pedestrian and vehicular traffic, including farm equipment, over the Property as provided in this Declaration in order to access the Sennview Property from River Road. NOW, THEREFORE, it is hereby declared by Columbus as follows: 1. The Easement previously granted to Sennhenn by deed recorded as document Number 676077 is hereby terminated. Columbus hereby grants and conveys to Sennview an Easement for the purpose of reasonable ingress and egress for pedestrian and vehicular traffic, including farm equipment, over the land described as set forth on the attached Exhibit A (“the Easement Area”). 2. Columbus shall not obstruct Sennview’s free and unobstructed use of the Easement Area in accordance with this Declaration. Any obstructions or impediments within the Easement Area may be removed, without notice, by Sennview and the cost of removal shall be borne by the owner causing or responsible for such obstruction. 3. Except as provided herein, Columbus reserves and retains the full right to use the Easement Area; provided any such use shall not unreasonably interfere with or impede the ingress and egress rights through the Easement Area for the purposes set forth in this Declaration. Columbus also reserves the right to adjust the actual location of the Easement Area, at the sole expense of Columbus, if Columbus needs the land in which the existing Easement Area lies. 4. All costs of maintaining the Easement Area shall be borne by Sennview. Sennview, at its sole expense, may reasonably lay gravel or otherwise reasonably improve the Easement Area for purposes set forth in this Declaration. 5. Sennview, at its sole expense, shall be responsible for any damage caused by it, its guests, licensees or invitees, whether intentionally, through negligence or otherwise to the Easement Area. Sennview shall be responsible, at its sole expense, for promptly making any needed repairs, restoring the Easement Area to the condition it was in prior to such damage. Sennview shall release, hold harmless, indemnify and defend Columbus for any loss, damage or injury to persons or property arising from the use of the Easement Area. 6. The parties stipulate that all claims, disputes, and other matters or questions arising out of or related to this Declaration or breach thereof shall be decided in a court of competent jurisdiction located in Columbia County, Wisconsin. In the event it is already determined that the terms or conditions of this Declaration governing the Easement Area have been violated or breached, in addition to any other rights or remedies to which the non-defaulting party in litigation may be entitled, the defaulting party in litigation shall be obligated to pay all of the non-defaulting party's costs and expenses associated with enforcement of this Declaration whether incurred prior to or after the commencement of any lawsuit, including reasonable attorney fees. 7. The benefits and burdens of this Easement created herein shall be binding upon Columbus and Sennview, their heirs, successors and assigns. The terms of this Easement are intended to run with the land in perpetuity. 8. The provisions of this Declaration may not otherwise be cancelled, terminated, released, amended or waived unless approved in a written agreement of the parties hereto and recorded in the Dodge County Register of Deeds office. 2 9. This agreement shall be governed by and interpreted in accordance with the laws of the State of Wisconsin. CITY OF COLUMBUS By: __________________________ By: __________________________ Michael Thom, Mayor Patricia Goebel, Clerk ACCEPTANCE OF EASEMENT Sennview Farms Inc hereby accepts the terms and conditions of this Declaration of Easement. SENNVIEW FARMS INC By: __________________________ William Sennhenn, President AUTHENTICATION Signatures of Michael Thom, Patricia Goebel and William Sennhenn, in the capacities indicated, authenticated this ____ day of _________________, 2019. _____________________________________ Paul A. Johnson SBN: 1021492 TITLE: MEMBER, STATE BAR OF WISCONSIN (If not, _______________________________, authorized by Wis. Stat. §706.06) This instrument drafted by: Attorney Paul A. Johnson Boardman & Clark LLP Post Office Box 256 Lodi, WI 53555 3  2019 AGENDA ITEM Committee of the Whole Meeting date: _ March 3_ ____ ______ Council Meeting date: __March 16, 2020____________________ ITEM: __ Review & discuss agreement with Sennview Farms regarding the city owned lands north of the Wastewater Treatment Plant DETAILED DESCRIPTION OF SUBJECT MATTER: At the February 17th meeting, staff presented a timeline to develop a recreational area on the lands north of the Wastewater Treatment Plant. One Milestone identified by the timeline is to develop an agreement with Sennview Farms to terminate the last year of the lease for the lands north of the Wastewater Treatment Plant. In exchange for Sennview Farms would complete a deep till of the land this spring. The proposed agreement with Sennview farms was prepared by the city attorney and is enclosed in the packet. By executing this agreement, it will allow the city to start work on the recreational area in 2020. Per the timeline presented on 2-17-2020, upcoming council meetings will review an MOU with the Oddfellows to develop a butterfly garden, develop a site plan for the recreational area, and name the recreational area. LIST ALL SUPPORTING DOCUMENTATION ATTACHED: Sennview Farms Agreement ACTION REQUESTED OF COUNCIL: Review & discuss the agreement with Sennview Farms regarding the city owned lands north of the Wastewater Treatment Plant  AGREEMENT This Agreement made and effective the ____ day of _____________, 2020, by and between the City of Columbus, a Wisconsin Municipal Corporation (hereinafter “Columbus”) and Sennview Farms Inc. (hereinafter “Sennview”) as follows: 1. Farm Lease. Columbus and Sennview are currently parties to a Farm Lease concerning approximately 3.8 acres of tillable land located on the east side of River Road north of the wastewater treatment plant in the Town of Elba, Dodge County, Wisconsin (hereinafter “the Property”). The Lease is scheduled to expire on December 1, 2020. 2. Termination of Lease. By executing this Agreement, Columbus and Sennview agree that the Lease referenced in paragraph 1 above shall be terminated at the end of the 2019 growing season as defined in section 3 b. below. 3. Consideration. In consideration of the termination of the Lease between Columbus and Sennview, the parties agree as follows: a. Columbus waives receipt of the second installment of the 2019 rent payment and any and all rent remaining due from Sennview pursuant to the terms of the Lease. Further, Columbus grants Sennview and Sennview Dairy LLC an Access Easement over the land owned by Columbus so that Sennview and Sennview Dairy LLC can access land owned by Sennview on the other side of the Crawfish River. b. In the spring of 2020, Sennview shall do a deep till of the Property, and then vacate the Property. 4. Easement. The Easement from Columbus to Sennview Farms Inc is set forth on the attached Exhibit A. Dated this ____ day of _______________, 2020. CITY OF COLUMBUS SENNVIEW DAIRY LLC By: __________________________ By: __________________________ Michael Thom, Mayor William Sennhenn, Member By: __________________________ Patricia Goebel, Clerk G:\Administration\PLANNING & ZONING\Projects- Site Plan Review - Plan Commission Applicants\Riverwalk-Butterfly Garden\agreement with sennview farms revised 013020 (A3685398x9DEB4).docx  2020 AGENDA ITEM 03/03/2020 Committee of the Whole Meeting date: _______________________ 03/16/2020 Council Meeting date: _____________________ ITEM: Revision _________of Cable Ordinance DETAILED DESCRIPTION OF SUBJECT MATTER: Request from the Cable Commission to revise ORD.735.17. Changes are in the attached documents and include: • Lessening the commission from 6 to 5 members, removing the need for a member from the Water and Light Commission • Removing the need for the commission's secretary to be a member of the commission • Adding the word "annually" in 1.(d)(1) • Changing verbiage in 1.(d)(2) from "Lead Cable Coordinator" to "Media Coordinator" • Removing "Review and develop a master plan for the use of public access channels" from 1.(d)(3) due to redundancy. LIST ALL SUPPORTING DOCUMENTATION ATTACHED: Markup copy of Ordinance ORD.735.17, Clean version of ORD.735.17 proposed changes ACTION REQUESTED OF COUNCIL: Approve ORD.735.17 as revised.  CITY OF COLUMBUS ORDINANCE NO. 735 – 17 AN ORDINANCE TO REPEAL AND RECREATE SECTION 26-1 OF THE CITY CODE OF ORDINANCES CREATING THE COLUMBUS CABLE COMMISSION The Common Council of the City of Columbus, Columbia County, Wisconsin does hereby ordain as follows: 1. Section 26-1, Columbus Cable Commission is repealed and recreated to now read as follows: (a) Purpose. The Columbus Cable Commission is hereby established for the purpose of providing public access programming and production and programming on public access channels as well as providing community residents with a resource for communicating with their peers and elected representatives through video programming. (b) How Constituted. The Columbus Cable Commission shall consist of 6 5 members. One member shall be a member of the Common Council, one member shall be a member of the Columbus Water & Light Commission, one member shall be appointed by the Columbus School Board, and the remaining three members shall be residents of the City of Columbus. The Commission shall elect by majority vote of its members a Chair, Vice-Chair and Secretary, who need not be a member, at its meeting in June each year. (c) Terms. The Common Council representative shall be appointed annually by the Mayor, subject to confirmation by the Common Council at its first meeting of May in each year. The Water & Light Commission shall appoint its member on an annual basis at its first meeting of May in each year. The Columbus School Board shall appoint its member on an annual basis at its first meeting of May in each year. The Mayor shall appoint the three citizen members, subject to confirmation by the Common Council at its first meeting of May in each year. Of the initial citizen members, one shall serve a one- year term, one shall serve a two-year term, and one shall serve a three-year term. All appointees thereafter shall serve for three-year terms. Any member may be appointed for consecutive terms. (d) Duties. The Cable Commission shall prepare and maintain a budget based on franchise fees received by the City. The Commission shall allocate all franchise fee revenues as it deems necessary to provide public access programming and to assist production and programming on the public access channels. In addition, the Commission shall have the following duties: C:\Users\pgoebel\AppData\Local\Microsoft\Windows\INetCache\Content.Outlook\XTOFS4V5\ORD.735.17 Cable Commission.docxF:\DOCS\WD\53481\6\A2839425.DOCX  (1) Review and develop a master planDevelop and review annually a master plan for use of the public access channels in council chambers and review needed upgrades to the equipment in the Council chambers and other facilities. (2) Review and provide input to the City Administrator on job descriptions for the Lead CableMedia Coordinator and other cable employees, and participate in interviewing of potential cable employees and independent contractors, if requested by the City Council or the City Administrator. (3) Review and develop a master plan for the use of public access channels. Develop policies regarding the use of public access channels and make recommendations to the City Administrator and the City Council regarding the same. (4) Review and recommend programming to be funded by cable revenues. (5) Solicit and receive public input regarding public access services. (6) Investigate any task delegated to it by the City Administrator or the City Council. 2. Severability. If any portion of this Ordinance or its application on any person or circumstances is held invalid, the validity of this Ordinance as a whole or any other provision herein or its application shall not be affected. 3. Effective Date. This Ordinance shall take effect immediately upon its passage and publication. Adopted this _ 31___ day of __ July__, 2017. CITY OF COLUMBUS By: _______/s/___________________ Michael Thom, Mayor By: _______/s/___________________ Patricia Goebel, Acting City Clerk C:\Users\pgoebel\AppData\Local\Microsoft\Windows\INetCache\Content.Outlook\XTOFS4V5\ORD.735.17 Cable Commission.docxF:\DOCS\WD\53481\6\A2839425.DOCX  CITY OF COLUMBUS ORDINANCE NO. 735 – 17 AN ORDINANCE TO REPEAL AND RECREATE SECTION 26-1 OF THE CITY CODE OF ORDINANCES CREATING THE COLUMBUS CABLE COMMISSION The Common Council of the City of Columbus, Columbia County, Wisconsin does hereby ordain as follows: 1. Section 26-1, Columbus Cable Commission is repealed and recreated to now read as follows: (a) Purpose. The Columbus Cable Commission is hereby established for the purpose of providing public access programming and production and programming on public access channels as well as providing community residents with a resource for communicating with their peers and elected representatives through video programming. (b) How Constituted. The Columbus Cable Commission shall consist of 5 members. One member shall be a member of the Common Council, one member shall be appointed by the Columbus School Board, and the remaining three members shall be residents of the City of Columbus. The Commission shall elect by majority vote of its members a Chair, Vice-Chair and Secretary, who need not be a member, at its meeting in June each year. (c) Terms. The Common Council representative shall be appointed annually by the Mayor, subject to confirmation by the Common Council at its first meeting of May in each year. The Columbus School Board shall appoint its member on an annual basis at its first meeting of May in each year. The Mayor shall appoint the three citizen members, subject to confirmation by the Common Council at its first meeting of May in each year. Of the initial citizen members, one shall serve a one-year term, one shall serve a two-year term, and one shall serve a three-year term. All appointees thereafter shall serve for three-year terms. Any member may be appointed for consecutive terms. (d) Duties. The Cable Commission shall prepare and maintain a budget based on franchise fees received by the City. The Commission shall allocate all franchise fee revenues as it deems necessary to provide public access programming and to assist production and programming on the public access channels. In addition, the Commission shall have the following duties: (1) Develop and review annually a master plan for use of the public access channels in council chambers and review needed upgrades to the equipment in the Council chambers and other facilities. G:\Administration\Cable Commission\Ordinance revisions 2020\ORD.735.17 Cable Commission.docx  (2) Review and provide input to the City Administrator on job descriptions for the Media Coordinator and other cable employees, and participate in interviewing of potential cable employees and independent contractors, if requested by the City Council or the City Administrator. (3) Develop policies regarding the use of public access channels and make recommendations to the City Administrator and the City Council regarding the same. (4) Review and recommend programming to be funded by cable revenues. (5) Solicit and receive public input regarding public access services. (6) Investigate any task delegated to it by the City Administrator or the City Council. 2. Severability. If any portion of this Ordinance or its application on any person or circumstances is held invalid, the validity of this Ordinance as a whole or any other provision herein or its application shall not be affected. 3. Effective Date. This Ordinance shall take effect immediately upon its passage and publication. Adopted this _ ___ day of __ __, 20. CITY OF COLUMBUS By: _______/s/___________________ Michael Thom, Mayor By: _______/s/___________________ Patricia Goebel, City Clerk G:\Administration\Cable Commission\Ordinance revisions 2020\ORD.735.17 Cable Commission.docx  2020 AGENDA ITEM Committee of the Whole Meeting date: February 4, 2020 Council Meeting date: February 17, March 3 and March 16, 2020 ITEM: Agreement with United Liquid Waste Recycling, Inc. DETAILED DESCRIPTION OF SUBJECT MATTER: At its March 3, 2020 meeting, the City Council approved an agreement with United Liquid Waste Recycling, Inc. for the recycling and removal of cake sludge from the City’s wastewater treatment plant. The approved contract did not contain any provisions for the contractor to hold the City harmless for any errors or omissions committed by the contractor in performing this agreement. Shortly after Council approval, the general counsel for United Waste Liquid Recycling, Inc. contacted the City Attorney and agreed to include the hold harmless language that the City had been requesting during the duration of the negotiations of this agreement. The general counsel indicated that she was also making a few other minor changes to the agreement. Included with this memo is the updated and revised agreement between United Liquid Waste Recycling, Inc. and the City of Columbus for the recycling and removal of cake sludge from the wastewater treatment plant. The agreement reads the same as the prior agreement with the following exceptions: A. In Sections 3.a. and b., United indicates that it may use a third party to pick up the City’s waste. The Agreement further provides that if a third party is used, it will be under the direction of United. B. Section 3.i. has now been added to the agreement which is the hold harmless language that the City has requested. This language meets with the approval of the City Attorney. C. Section 4.b. has been modified to provide that the fuel surcharge will be triggered if United’s diesel fuel cost rises to greater than 10% of $2.25/gallon. Previously the trigger was at $3.00/gallon. There are a few minor grammatical errors in the agreement, but at this point, and in light of how long it has taken us to get to this point, the grammatical errors do not change the form and substance of the agreement. LIST ALL SUPPORTING DOCUMENTATION ATTACHED: Copy of revised Agreement with United Liquid Waste Recycling, Inc ACTION REQUESTED OF COUNCIL: Motion to rescind motion of March 3, 2020 meeting approving Agreement with United Liquid Waste Recycling, Inc Motion to approve updated Agreement with United Liquid Waste Recycling, Inc concerning removal of cake sludge and other waste from the City wastewater treatment plant. C:\Users\pgoebel\AppData\Local\Microsoft\Windows\INetCache\Content.Outlook\XTOFS4V5\council memo 031120 (A3720569x9DEB4).docx  UNITED LIQUID WASTE RECYLCING, INC. Agreement for the Recycling of Wastewater Treatment Sludge THIS AGREEMENT is made and entered into this 10th day of March, 2020, between United Liquid Waste Recycling, Inc., a Wisconsin corporation (“Contractor”) and the City of Columbus (“Client”). RECITALS WHEREAS, Client owns and operates a wastewater treatment facility at 527 River Rd, Columbus, Wisconsin that produced certain cake sludge (collectively, “Waste”); WHEREAS, Contractor operates a waste storage, recycling and waste disposal business with its principle office located at 715 Morgan Street, Clyman, Wisconsin 53016; WHEREAS, Client’s facility produced cake sludge (collectively, “Waste”) for which Client desires to utilize Contractor’s recycling services. NOW, THEREFORE, in consideration of the mutual promises contained herein, it is hereby agreed between the parties hereto as follows: 1. Effective Date. The effective date of this Agreement shall be the date first shown above. 2. Term. The term of this Agreement shall begin on the Effective Date and ending on December 31st, 2021 but subject to the termination provisions set forth herein. During the term of this Agreement, Contractor will provide services to Client during the entire term on an as needed basis that is mutually agreed upon. The option for an additional two (2) year term, with price review, shall be offered at the end of the contract term. 3. Contractor’s Obligations. During the term of this Agreement, and in addition to any other requirements under this Agreement, Contractor agrees that it will: a. Provide sufficient trucks with dump trailers to evacuate and recycle Client’s Waste for land application at the location(s) listed above. Contractor may utilize a third party for this. Such service shall be provided on an as needed basis during the term of this Agreement (as indicated in Paragraph 2 above; or as otherwise mutually agreed upon.) b. Provide Waste pick-up on normal business days and to the extent possible such pick-ups will be between the hours of 7:30 a.m. and 4 p.m. This schedule may vary according to the needs of the parties, as agreed upon in writing. It shall be understood no pick-ups are to be done prior to 7:30 a.m. unless mutually agreed upon. A third party may handle the waste pick up under the direction of Contractor. c. Store and land apply the collected Waste on sites approved under applicable Federal, State and local laws. Contractor may utilize a third party to land apply. d. Obtain all permits and do all the necessary leg work involved in gaining site approval for third party disposal sites so that disposal at such sites is properly authorized. Contractor shall also notify Client of the storage locations of its Waste. e. Each load will be verified as being a full load prior to United Liquid Waste Recycling, Inc. leaving the City of Columbus location. f. Provide Client with all reports and documentation required to be obtained by Contractor, and that are not otherwise the obligation of Client under this Agreement, and that are necessary for Client to comply with applicable local, state and federal regulations. g. Comply with all applicable regulations governing the transport and spreading of cake wastes, including 40 CFR Part 503 and Wisconsin Administrative Code NR 204. h. Upon request, provide Client with proof of adequate bonding and insurance. Client, by signing this Agreement, acknowledges that it has had the opportunity to review Contractor’s bonding and insurance and is satisfied with the amount and type of Contractor’s bonding and insurance. i. Hold Client harmless and indemnify Client against claims of any sort against Client costs of any sort incurred or suffered by Client, and/or damages of any sort incurred or suffered by Client, including but not limited to Client’s reasonable attorneys’ fees, provided, however, that Contractor shall so hold Client harmless and indemnify Client only for those claims, costs, and/or damages that arise out of Contractor’s failure to perform its obligations under this Agreement or that arise out of any acts or omissions by Contractor, including but not limited to, Contractor’s failure to adequately transport, store and/or dispose of Client’s wastewater/cake sludge as provided under applicable federal, state, and local laws and regulations. Notwithstanding any language in this Agreement to the contrary, this paragraph 3(i) shall survive the term of this Agreement. 4. Client’s obligations: During the term of this Agreement, and in addition to any other requirements under this Agreement, Client agrees that it will: a. Pay Contractor the sum of $25.00/ cubic yard for a full load of Cake Waste evacuated from Client’s facility, stored and applied to land by Contractor in year one of the contract and $26.50/ cubic yard in year two of the contract. Client shall pay Contractor within thirty (30) days of receipt of invoice. In the event Client fails to pay on time, Client agrees to pay a late fee equal to 1.5% per month (18% per annum) on all such unpaid amounts until such amounts are paid. Loads which are less than full will be charged for a minimum load of 15 cubic yards. b. Agree to add a fuel surcharge to the hauling price, in the event that Contractor’s fuel cost increases by 10% increments or more beyond the cost in effect on the effective date of this Agreement. Contractor’s diesel fuel cost as of the effective date of this Agreement is $2.25 per gallon. (To be entered at time of contract signature date.) A fuel usage basis of 7 gallons per event/load will be utilized for the full recycling of the cake sludge. Client shall accept as satisfactory evidence of a 10% increment or more, price quotes from Contractor from no less than two (2) fuel suppliers that show an increase in diesel fuel cost of 10% or more, as well as two of their own from similar sources. (For example; if the diesel fuel base on date of signature is $3.00/gal. and price increased by 10%, or $0.30 /gal., the $0.30cents/gal. would be multiplied by the 7 gal. of diesel fuel usage for a total of $2.10 added to the cost of the load/event.) As fuel prices drop below the effective fuel cost trigger, the fuel surcharge shall be removed in the same increment in which it was added. c. Obtain all necessary permits to legally operate the wastewater treatment facility and to prepare Waste for land application by Contractor, and to provide Contractor with copies of all such permits and related documents upon request. d. Throughout the term of this Agreement and, if necessary, after the expiration of the term or after the termination of this Agreement, provide to all appropriate parties all records and results of Waste monitoring as required by the EPA and WDNR, and any other applicable authority, including, but not limited to, the records and results covering the following areas: i. Pollutant concentrations, ii. Nitrogen concentration (TKN, ammonia and nitrate), iii. Pathogen reduction level achieved (Class A or B), and iv. Vector attraction reduction option used. e. Provide Waste that is compliant with the minimum land application criteria set forth in either 40 CFR Part 503 and/or Wis. Admin. Code NR204, as applicable. f. Negotiate, in good faith, with Contractor, an equitable unit price for the acceptance and subsequent recycling in accordance with applicable laws and regulations, if the Waste does not meet minimum land application criteria under applicable laws and regulations. g. Hold Contractor harmless and indemnify Contractor against claims of any sort against Contractor, costs of any sort incurred or suffered by Contractor, and/or damages of any sort incurred or suffered by Contractor, including but not limited to Contractor’s reasonable attorneys’ fees and lost profits, provided, however, that Client shall so hold Contractor harmless and indemnify Contractor only for those claims, costs, and/or damages that arise out of Client’s failure to perform its obligations under this Agreement or that arise out of any acts or omissions by Client, including but not limited to, Client’s failure to maintain adequate Waste stabilization and/or maintain Waste so that it is in compliance with the characteristics of wastewater/cake sludge as provided under applicable federal, state, and local laws and regulations. Notwithstanding any language in this Agreement to the contrary, this paragraph 4(g) shall survive the term of this Agreement. 5. Dispute Resolution. a. Non-Binding Mediation. Any material dispute arising with respect to this Agreement, including but not limited to its making or validity, its interpretation, or its breach, or any dispute arising out of the renegotiation of a provision, (such as a price), (hereinafter, a “dispute”) that cannot otherwise be resolved within 15 days of any party to this Agreement raising the issue in writing to the other party shall be submitted to mediation (unless a party otherwise elects to proceed directly with binding arbitration as described in 6(b) below). The parties shall mutually agree upon a mediator within 10 days of the end of the 15 day period. The 2 cost of that mediator shall be shared equally between the parties. If the parties cannot agree upon a mediator, then they shall each select their own mediator, at their own expense, and those two mediators shall, within 10 days, agree upon a third mediator (the cost of which will be shared equally between the parties) who shall then mediate the dispute. Unless otherwise agreed, any mediator shall be independent and knowledgeable in cake waste storage, hauling, and application methods and related regulations. Notwithstanding any provisions in this paragraph 6(a) to the contrary, in the event the dispute involves Client’s failure to pay under this Agreement, Contractor shall not be required to mediate, but may proceed directly with binding arbitration or a lawsuit, at Contractor’s option. b. Binding Arbitration. Notwithstanding any requirements under section 6(a) above to the contrary, if either party believes, in good faith, that a dispute cannot be resolved by mediation, or if either party disagrees with a mediation result, then that party shall have the absolute right to give the other party written notice that the dispute be turned over to binding arbitration. Such arbitration notice may be given at any time, provided, however, that if a party has commenced a lawsuit to resolve the dispute, then neither party may elect to submit the issue to binding arbitration unless the parties otherwise agree, in which case, the provisions of this paragraph 6 shall apply. Within 15 days of the written notice, the parties shall mutually agree upon an arbitrator. If the parties cannot agree upon an arbitrator, then they shall each select their own arbitrator, at their own expense, and those two arbitrators shall, within 10 days, agree upon a third arbitrator who shall then arbitrate the dispute. Unless otherwise agreed, any arbitrator shall be independent and knowledgeable in cake waste storage, hauling, and application methods and related regulations. Such arbitration shall be the sole and exclusive remedy for such disputes. Any award rendered shall be final and conclusive upon the parties, and a judgment may be entered in any court having jurisdiction. c. Costs of Arbitrators. If any arbitration proceedings (not mediation proceedings) are commenced by any party pursuant to this section 6 of the Agreement, the prevailing party in the proceedings shall be entitled to recover from the other party, all of its costs of the proceedings, including its reasonable attorneys’ fees, and including the cost of the arbitrator. However, the parties shall equally share the ongoing costs of the arbitrator until judgment is rendered. Notwithstanding the above, the parties shall be responsible for the cost of their own arbitrator that may be retained for purposes of selecting a third arbitrator, as described above. d. Lawsuit. Notwithstanding any requirements under section 6(a) above to the contrary, if either party believes, in good faith, that a dispute cannot be resolved by mediation, or if either party disagrees with a mediation result, and if arbitration has not already been commenced, then either party may file a lawsuit to resolve the dispute. 7. Termination. Unless otherwise agreed upon in writing, this Agreement may be terminated only in the event a party commits a material breach of the Agreement, provided, however, that the non-breaching party must first give the breaching party written notice of the material breach and then termination shall be allowed only if such breach is not reasonably cured by the breaching party within 30 days of receipt of such written notice. Client shall remain liable for all amounts due through the date of termination. 8. Severability. If any portion of this Agreement is held to be invalid or unenforceable for any reason, it is agreed that this invalidity or unenforceability shall not affect the other portions of this Agreement, and that the remaining covenants, terms, and conditions or portions thereof shall remain in full force. 9. Amendment. This Agreement may be amended, modified, superseded, or canceled only by a written instrument executed by all of the parties to the Agreement. 10. Waiver. The failure of any party at any time or times to require performance of any provision of this Agreement shall in no manner affect the right at a later time to enforce that provision. No waiver by any party of any breach of any term contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such breach or a waiver of any other term contained in this Agreement. 11. Binding Effect. This Agreement shall be binding on and be enforceable by the parties to the Agreement and their respective personal representatives, administrators, heirs, successors, and assigns. 12. Governing Law. This Agreement shall be governed by, enforced and construed in accordance with the laws of the State of Wisconsin. 13. Titles/Headings. All section/paragraph titles or headings in this Agreement are meant for convenience only and do not affect the intent of any such section or paragraph. 14. Notices. Where notice is required under this Agreement, it shall be made by personal delivery; certified mail, return receipt requested to the agent listed below, or via facsimile. Notice via personal delivery shall be effective upon such delivery. Notice by certified mail, return receipt requested shall be effective as of the date of receipt indicated on the return receipt. Notice by 3 facsimile shall be effective upon receipt of the facsimile. The following addresses and facsimile numbers shall be deemed valid unless and until a party notifies the other party of a different address or facsimile number: Contractor’s Agent: Robert Tracy, Jr. Contractor’s Address: 715 Morgan St. – P.O. Box 247 Clyman, WI 53106 Contractor’s Facsimile: (920) 349-1500 Client’s Agent: Mayor Michael Thom City Clerk: Patricia Goebel Client’s Address: 105 Dickason Blvd Columbus WI 53925 Client’s Facsimile: 920-623-5901 15. Counterparts, Copies, and Facsimiles. This Agreement may be executed in counterparts, each signed by one or more parties hereto, which, collectively, shall constitute an entire Agreement. Copies, including facsimile copies of this Agreement, including signatures, as well as copies of any other documents related to this Agreement shall be deemed valid and have the same force and effect as an original. 16. Negotiation. The parties acknowledge that this Agreement has been fairly negotiated and that the parties hereto have had adequate time to review this Agreement and to consult with their advisors. 17. Independent Contractor. The parties acknowledge that Contractor is entering into this Agreement and performing under it as an independent contractor. 18. Confidentiality. Except as may be necessary to carry out its obligations under this Agreement, and except as required by the Wisconsin Open Records law, Client agrees that it, and its agents and employees, will keep the terms of this Agreement strictly confidential during the term of this Agreement and for a period of two years after the end of the term of the Agreement. CONTRACTOR: United Liquid Waste Recycling, Inc. By: ___________________________ Date:_______________ Robert Tracy, Jr., President CLIENT: The City of Columbus By: ___________________________ Date:_______________ Title: ___________________________ 4