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4.08 4.8 SERVICES\Request for Proposals—ACCEPT—Suez—Establish Cap Project—Water Storage Tank Asset Management—12-4-17 RESOLUTION AUTHORIZING ENGAGEMENT OF SUEZ UTILITY SERVICE CO., INC FOR PROFESSIONAL SERVICES RELATED TO WATER STORAGE TANK ASSET MANAGEMENT AND MAINTENANCE PROGRAM AND ESTABLISHING CAPITAL PROJECT FUND #220 RESOLUTION NO.: ,2017 INTRODUCED BY: WHO MOVED ITS SECONDED BY: WHEREAS, the Town of Queensbury's Water Superintendent requested proposals for professional services for the Town's Water Storage Tank Asset Management and Maintenance Program which consists of the complete painting, repair, long-term maintenance and management of the Town's five (5) water storage tanks and annual visual inspection services of its concrete water storage tank in the Town of Queensbury(Project), and WHEREAS, the Water Superintendent received and reviewed the Town's only received proposal from Suez Utility Service Co., Inc., (Suez) and has recommended that the Town Board authorize engagement of Suez for such professional services as delineated in Suez's October 24, 2017 proposal and four (4) Water Tank Maintenance Contracts and Water Tank Maintenance Contract for Concrete Tank dated November 8, 2017, and WHEREAS, the Town Board accordingly wishes to establish a Capital Project Fund related to the Project, NOW, THEREFORE,BE IT • RESOLVED, that the Queensbury Town Board hereby authorizes and directs engagement of Suez Utility Service Co., Inc., (Suez) for such professional services as delineated in Suez's October 24, 2017 proposal and four (4) Water Tank Maintenance Contracts and Water Tank Maintenance Contract for Concrete Tank dated November 8, 2017, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the establishment of the "Water Storage Tank Asset Management and Maintenance Program Capital Project Fund #220," which Fund will establish funding for expenses associated with the Project, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs that funding for this Project shall be from the Water Department Fund Balance, and BE IT FURTHER, RESOLVED, that the Town Board hereby establishes initial appropriations and estimated revenues for Capital Project Fund#220 in the amount of$2,600,000, and BE IT FURTHER, RESOLVED, that the Queensbury Town Board further authorizes and directs the Town Budget Officer to take all action necessary to establish the following accounts for such appropriations and revenues as necessary: • Increase Appropriation 040-9950-9030 Transfer to Capital Project- $2,600,000; • Increase Revenue 220-0000-55031 Interfund Revenue - $2,600,000; • Increase Appropriation 220-8340-2899 Capital Construction- $2,600,000; and 2 BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Budget Officer to amend the 2017 Town Budget, make any adjustments, budget amendments, transfers or prepare any documentation necessary to establish such appropriations and estimated revenues and effectuate all terms of this Resolution,and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to execute the four (4) Water Tank Maintenance Contracts and Water Tank Maintenance Contract for Concrete Tank dated November 8, 2017 substantially in the form presented at this meeting, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to execute any further documentation, and the Town Supervisor, Water Superintendent and/or Town Budget Officer to take such other and further actions as may be necessary to effectuate the terms of this Resolution. Duly adopted this 4th day of December, 2017,by the following vote: AYES : NOES : ABSENT: 3 October 24,2017 Mr. Christopher Harrington Water Superintendent&Director of Wastewater Town of Queensbury 823 Corinth Road Queensbury,NY 12804 Dear Mr. Harrington: On behalf of Suez Advance Solutions, Utility Service Group we are pleased to submit the enclosed proposal for the full service asset management and maintenance of the water storage facilities in the Town of Queensbury. Our proposal addresses all requirements in the Request for Proposal and provides full documentation to support our program offering. We have included a descriptive narrative of our company and several references to back up our reputation as the leader in the field of tank asset management. The pricing proposal is included on the form provided by the Town. As you are aware,some of the terms and items requested in the RFP are unique,and not typically offered by our company. We fully understand the reasoning and motivation that led to the requests for a 3.5%cap on annual fee increases,the 5- year warranty on interior coatings,and the request for fees to be refunded upon cancellation for non-performance. Suez completely respects the position of the Town. We have agreed to a majority of the requests, but have provided alternate proposals on some items that we believe are in the spirit of the request. Additionally, pricing within the proposal can be modified if services selected within the program are added/ removed while developing the final scope of contract. This can be discussed at a follow-up meeting. We are optimistic that the Town of Queensbury will find our proposal very worthwhile. If selected as the most qualified firm,we are ready to discuss any and all aspects of the proposal and come to a mutually beneficial agreement. We are looking forward to working with the Town to bring your tank assets up to first rate condition and implementing a program that protects each tank for years to come. Please review the proposal and contact me or our local representative, Roger Linder with any questions,or to schedule an interview related to our proposal. As needed,a follow-up meeting on Monday, October 30, 2017 can be scheduled if it works on your end. Thank you for the opportunity to submit our proposal. Sincerely, %(,Gti , Director of Sales Utility Service Company Enclosure: Proposal for Management and Full Service Maintenance Program for Water Storage Tanks 535 Courtney Hodges Blvd-P 0 Box 1350•Perry,GA 31069 Local: 478987.0303 I Toll-free: 800.223.3695 I Fax: 478.987.1085 I utilityservice.com FINANCIAL PAYMENT SUMMARY GURNEY-STEEL COUNTY LINE WEST MOUNTAIN LUZERNE GURNEY-CONCRETE 3 YR SPREAD 3 YR SPREAD 3 YR SPREAD 3 YR SPREAD 3 YR SPREAD YEAR 1 $ 208,405 $ 223,250 $ 129,463 $ 250,168 $ 36,538 YEAR 2 $ 208,405 $ 223,250 $ 129,463 $ 250,168 $ 36,538 YEAR 3 $ 208,405 $ 223,250 $ 129,463 $ 250,168 $ 36,538 YEAR 4 $ 18,469 $ 32,774 $ 18,489 $ 42,055 $ 15,655 YEAR5 $ 19,115 $ 33,934 $ 19,136 $ 43,527 $ 16,203 YEAR 6 $ 19,784 $ 35,122 $ 19,806 $ 45,050 $ 16,770 YEAR 7 $ 20,477 $ 36,351 $ 20,499 $ 46,627 $ 17,357 YEAR8 $ 21,194 $ 37,623 $ 21,217 $ 48,259 $ 17,964 YEAR 9 $ 21,935 $ 38,940 $ 21,959 $ 49,948 $ 18,593 YEAR 10 $ 22,703 $ 40,303 $ 22,728 $ 51,696 $ 19,244 YEAR 11 $ 23,498 $ 41,714 $ 23,523 $ 53,506 $ 19,918 YEAR 12 $ 24,320 $ 43,174 $ 24,346 $ 55,378 $ 20,615 YEAR 13 $ 25,171 $ 44,685 $ 25,199 $ 57,317 $ 21,336 YEAR 14 $ 26,052 $ 46,249 $ 26,081 $ 59,323 $ 22,083 YEAR 15 $ 26,964 $ 47,867 $ 26,993 $ 61,399 $ 22,856 YEAR 16 $ 27,908 $ 49,543 $ 27,938 $ 63,548 $ 23,656 YEAR 17 $ 28,885 $ 51,277 $ 28,916 $ 65,772 $ 24,484 YEAR 18 $ 29,896 $ 53,071 $ 29,928 $ 68,074 $ 25,341 YEAR 19 $ 30,942 $ 54,929 $ 30,976 $ 70,457 $ 26,228 YEAR 20 $ 32,025 $ 56,851 $ 32,060 $ 72,923 $ 27,146 SCOPE OF WORK: GURNEY STEEL: EXTERIOR BLAST,INTERIOR BLAST,MIXER,NECESSARY UPGRADES COUNTY LINE: EXTERIOR OVERCOAT,INTERIOR BLAST,MIXER,NECESSARY UPGRADES /EST MOUNTAIN: EXTERIOR OVERCOAT,INTERIOR BLAST,MIXER,NECESSARY UPGRADES LUZERNE: EXTERIOR OVERCOAT,INTERIOR BLAST,MIXER,NECESSARY UPGRADES RNEY CONCRETE: INTERIOR TOUCH-UP PI Queensbury,NY PREPARED BY: Roger Under,SUEZ 585-645-2208 November 15, 2017 Mr. Chris Harrington Water Superintendent Town of Queensbury 823 Corinth Road Queensbury, New York 12804 RE: Water Storage Tank Interior Washout Scheduling Dear Mr. Harrington: This letter is in reference to four contracts for Asset Management of Water Storage Tanks between SUEZ Advanced and the Town of Queensbury, New York. Referenced Contracts, prepared on November 8, 2017 are related to the following water storage tanks owned by Queensbury, N.Y.: • 1,000,000 Gallon Standpipe-County Line Tank o 2,000,000 Gallon G.S.T.-Luzerne Road Tank o 500,000 Gallon G.ST.-West Mountain Tank o 500,000 Gallon G.ST.-Gurney Lane Steel Tank The original Request for Proposal (RFP) developed by the Town of Queensbury, requested a 5-year warranty on the interior coatings for each tank. SUEZ Advanced Solutions submitted on the RFP offering a 3-year warranty. Prior to the 3-year warranty ending, each tank will be drained, washed out, and inspected. Every 5 years from the associated anniversary of the initial washout, each tank will again be drained and washed out accordingly. This schedule is slightly different than the RFP Request due to change in duration for the interior warranties. Should you have any questions, please do not hesitate to contact me. Thank you. Sincerely, 4&f L//(Gid/° Roger Linder, P.E. Water Systems Consultant (585) 645-2208 Utility Sec.i,. Cin _::€?•:_ Inc. 1230 Peachtree Street NE • ;: :il 1100-.-.omenade Atlanta, GA 30305 Local:678.235.02801 Toll-Free.855 526A4131 i-... 288.600.58761 utilityser:ice corn _ _ Utility Service Co Inc. Limited Water Tank Maintenance Contract Owner: Queensbury Water District Queensbury, NY Tank Size/Name: 2,000,000 Gallon G.S.T.- Luzerne Road Tank Location: 768 Luzerne Road Date Prepared: November 8, 2017 1230 Peachtree Street NE, Suite 1100 • Atlanta, GA 30309 Toll-free: 855.526.4413 j Fax: 888.600.5876 j utilityseivice.corn WATER TANK MAINTENANCE CONTRACT This Contract entered into by and between the Queensbury Water District, whose business address is 823 Corinth Road, Queensbury, NY 12804 (hereinafter referred to as "the Owner") and Utility Service Co., Inc., whose business address is 1230 Peachtree Street NE, Suite 1100, Atlanta, GA 30309 (hereinafter referred to as "the Company"). Therefore, in consideration of the mutual promises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Owner and the Company, the parties agree as follows: The Owner agrees to engage the Company to provide the professional service needed to maintain its 2,000,000 gallon water storage tank located at 768 Luzerne Road, Queensbury, NY 12804 (hereinafter"tank"). 1. Company's Responsibilities. This Contract outlines the Company's responsibility for the care and maintenance of the above described water storage tank. Care and maintenance include the following: A. The Company will annually inspect and service the tank. The tank and tower will be thoroughly inspected to ensure that the structure is in a sound, watertight condition. B. Every 5 years, beginning with the first washout/inspection, the tank will be completely drained and cleaned to remove all mud, silt, and other accumulations that might be harmful to the tank or its contents. After cleaning is completed, the interior will be thoroughly inspected and disinfected prior to returning the tank to service; however, the Owner is responsible for draining and filling the tank and conducting any required testing of the water. A written report will be mailed to the Owner after each inspection. C. Every five years the exterior surfaces will be pressure washed, except in the years when an exterior renovation is scheduled. D. The Company shall furnish engineering and inspection services needed to maintain and repair the tank and tower during the term of this Contract. The repairs include: steel parts, expansion joints, water level indicators, sway rod adjustments, and manhole covers/gaskets. E. The Company will clean and repaint the exterior of the tank at such time as complete repainting is needed. The need for exterior painting is to be determined by the appearance and protective condition of the existing paint. At the time the exterior requires repainting, the Company agrees to paint the tank with the same color paint and to select a coating system which best suits the site conditions, environment, and general location of the tank. When painting is needed, all products and procedures will be equal to, or exceed the requirements of the State of New York, the American Water Works Association, and the Society for Protective Coatings as to surface preparation and coating materials. Page 1 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 F. A lock will be installed on the roof hatch of the tank. G. The Company will provide emergency services, when needed, to perform all repairs covered under this Contract. Reasonable travel time must be allowed for the repair unit to reach the tank site. H. The Company will furnish pressure relief valves, if requested by the Owner, so that the Owner can install the valves in its water system while the tank is being serviced. I. The Company will furnish current certificates of insurance coverage to the Owner. J. In the event that the Owner will not release the tank for service or is the cause of unreasonable delay in the performance of any service herein, the Company reserves the right to renegotiate the annual fees, and the Owner agrees to renegotiate the annual fees in good faith. In addition, the Owner hereby agrees that the Company can replace a washout inspection with a visual inspection, ROV inspection, or UAV inspection without requiring modification of this Contract. K. The Company shall provide a three-year warranty on the initial interior painting, which shall be performed in Contract Year 1. After the three-year warranty expires, the Company will touch-up the interior coatings when needed; however, this Contract does not cover future renovations of the interior of the tank. The Company is not required to blast the interior of the tank or to perform a full renovation of the tank's interior coatings at any time under the terms of this Contract. When touch-up work is performed on the interior, procedures as outlined in A.W.W.A.-D102 specifications for cleaning and coating of potable water tanks will be followed. Only material approved for use in potable water tanks will be used on any interior surface area. 2. Contract Price/Annual Fees. The tank shall receive an exterior renovation, interior renovation, PAX active mixer installation and repairs prior to the end of Contract Year 1. The first three (3) annual fees shall be $250,168.00 per Contract Year. The annual fee for Contract Year 4 shall be $42,055.00. Each anniversary thereafter, the annual fee shall be adjusted to reflect the current cost of service. The adjustment of the annual fee shall be limited to a maximum of 3.5% annually. All applicable taxes are the responsibility of the Owner and are in addition to the stated costs and fees in this Contract. A "Contract Year" shall be defined as each consecutive 12-month period following the first day of the month in which the Contract is executed by the Owner and each subsequent 12-month period thereafter during the time the Contract is in effect. For example, if a contract was signed by an Owner on April 17, 2012, Contract Year 1 for that contract would be April 1, 2012 to March 31, 2013, and Contract Year 2 for that contract would be April 1, 2013 to March 31, 2014 and so on. 3. Payment Terms. The annual fee for Contract Year 1, plus all applicable taxes, shall be due and payable upon completion of initial exterior and interior renovation. Each subsequent annual fee, plus all applicable taxes, shall be due and payable on the first day of each Contract Year, thereafter. (Note: Due to the length of time that it takes to perform the initial renovation project, it is possible that two (2) annual fees could fall within one budget year for the Owner). Furthermore, if the Owner elects to terminate this Contract prior to remitting the first three (3) annual fees, then unpaid balance of the first three (3) annual fees shall be due and payable within thirty (30) days of the Company's receipt of the Owner's Notice to Terminate. 4. Structure of Tank. The Company is accepting this tank under program based upon its existing structure and components. Any modifications to the tank, including antenna installations, shall be approved by Utility Service Co., Inc., prior to installation and may warrant an increase in the annual fee. Page 2 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 5. Environmental, Health, Safety, or Labor Requirements. The Owner hereby agrees that future mandated environmental, health, safety, or labor requirements as well as changes in site conditions at the tank site which cause an increase in the cost of tank maintenance will be just cause for modification of this Contract. Said modification of this Contract will reasonably reflect the increased cost of the service with a newly negotiated annual fee. The work performed under this Contract is subject to prevailing wages, and the workers who are performing work under this Contract are to be paid no less than the prevailing hourly rate of wages as set by the appropriate authority. Any future work performed by workers under this Contract will be subject to the wage determination of the appropriate authority which is in effect when the work is performed. However, the Owner and the Company hereby agree that if the prevailing wage rates for any job or trade classification increases by more than 5% per annum from the effective date of this Contract to the date in which any future work is to be performed under this Contract, then the Company reserves the right to re-negotiate the annual fee(s) with the Owner. The Company and the Owner agree to re-negotiate the annual fee(s) in good faith. 6. Excluded Items. This Contract does NOT include the cost for and/or liability on the part of the Company for: (1) containment of the tank at anytime during the term of the Contract; (2) disposal of any hazardous waste materials; (3) resolution of operational problems or structural damage due to cold weather; (4) repair of structural damage due to antenna installations or other attachments for which the tank was not originally designed; (5) resolution of operational problems or repair of structural damage or site damage caused by physical conditions below the surface of the ground; (6) negligent acts of Owner's employees, agents or contractors; (7) damages, whether foreseen or unforeseen, caused by the Owner's use of pressure relief valves; (8) repairs to the foundation of the tank; (9) any latent defects of the tank or its components (i.e., corrosion from the underside of the floor plates or corrosion in areas not accessible to maintain); (10) other conditions which are beyond the Owner's and Company's control, including, but not limited to: acts of God and acts of terrorism. Acts of terrorism include, but are not limited to, any damage to the tank or tank site which results from unauthorized entry of any kind to the tank site or tank; or (11) Interior brush blast or full interior renovation after Contract Year 3. 7. Termination. • The Owner shall have the right to continue this Contract for an indefinite period of time providing payment of the annual fees is in accordance with the terms herein. This Contract is subject to termination by the Owner only if written notice of intent to terminate is received by the Company ninety (90) days prior to the first day of the upcoming Contract Year. Notice of Termination is to be delivered by registered mail to Utility Service Co., Inc., Attention: Customer Service, P 0 Box 1350, Perry, Georgia 31069, and signed by three (3) authorized voting officials of the Owner's management and/or Commissioners. The Owner reserves the right to terminate this Contract based on non-performance of the Company. A minimum of six months from the date of the Owner notifying the Company is writing to discuss and alleviate any issues in regard to non-performance will be allowed. If resolution or a plan is not completed during this time, then the parties shall negotiate in good faith to determine whether the Owner is owed any fees for services not provided under this Contract. If the parties are unable to agree whether any fees are owed under this paragraph, and come to an agreement on the amounts and payment terms of any monies owed, then the parties shall arbitrate this matter in front of a mutually agreed upon arbitrator. Non-performance under this Section is defined as failure to provide annual reports, visual inspections, washout inspections, exterior overcoat renovations, or interior coatings touch up work per the terms of this Contract. Page 3 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 8. Assignment. The Owner may not assign or otherwise transfer all or any of its interest under this Contract without the prior written consent of the Company. If the Company agrees to the assignment, the Owner shall remain responsible under this Contract, until its assignee assumes in full and in writing all of the obligations of the Owner under this Contract. Any attempted assignment by Owner in violation of this provision will be void and of no effect. 9. Indemnification. THE COMPANY AGREES TO INDEMNIFY THE OWNER AND HOLD THE OWNER HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LIABILITY, AND EXPENSE IN CONNECTION WITH LOSS OF LIFE, PERSONAL INJURY, AND/OR DAMAGE TO PROPERTY BY REASON OF ANY ACT, OMISSION, OR REPRESENTATION OF THE COMPANY OR ITS SUBCONTRACTORS, AGENTS, OR EMPLOYEES. IN TURN, THE OWNER AGREES TO INDEMNIFY THE COMPANY AND HOLD THE COMPANY HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LIABILITY, AND EXPENSE IN CONNECTION WITH LOSS OF LIFE, PERSONAL INJURY, AND/OR DAMAGE TO PROPERTY BY REASON OF ANY ACT, OMISSION, OR REPRESENTATION OF THE OWNER OR ITS CONTRACTORS, AGENTS, OR EMPLOYEES. THE INDEMNIFICATION PROVIDED IN THIS PARAGRAPH DOES NOT AFFECT THE COMPANY'S LIMITATIONS OF LIABILITY SET FORTH IN OTHER PARAGRAPHS OF THIS CONTRACT. 10. Assignment of Receivables. The Company reserves the right to assign any outstanding receivables from this Contract to its Bank or other Lending Institutions as collateral for any loans or lines of credit. 11. Miscellaneous Items. No modifications, amendments, or alterations of this Contract may be made except in writing signed by all the parties to this Contract. No failure or delay on the part of any party hereto in exercising any power or right hereunder shall operate as a waiver thereof. The parties expressly warrant that the individuals who sign below are authorized to bind them. 12. Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings, and agreement relating to the subject matter hereof, whether oral or written. 13. Visual Inspection Disclaimer. This Contract is based upon a visual inspection of the Tank. The Owner and the Company hereby acknowledge and agree that a visual inspection is intended to assess the condition of the Tank for all patent defects. If latent defects are identified once the tank has been drained for repairs, the Owner agrees and acknowledges that the Company shall not be responsible to repair the latent defects unless the Owner and the Company renegotiate the annual fees. The definition of a "latent defect" shall be any defect of the Tank which is not easily discovered (e.g., corrosion of the floor plates, corrosion in areas not accessible to maintain, damage to the roof of the tank which is not clearly visible during the visual inspection, etc.). Page 4 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 This Contract is executed and effective as of the date last signed by the parties below. OWNER: COMPANY: Queensbury Water District Utility Service Co., Inc. By: By: - Title: Title: Vice President, Legal Print Name: Print Name: J. Shane Albritton Date: Date: November 9, 2017 Witness: Witness: uttri�/ Seal: Seal: �\\\�� roVICe :' SEAL • 9 _ •.. •6-oRet • /''/'•ti2200ii1ll``���' " Page 5 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 sue2 Utility Service Cow, Inc® Limited Water Tank Maintenance Contract for Concrete Tank Owner: Queensbury Water District Queensbury, NY Tank Size/Name: 1,000,000 Gurney Lane -- Concrete Tank Location: 96 Gurney Lane Date Prepared: November 8, 2017 1230 Peachtree Street NE, Suite 1100 • Atlanta, GA 30309 Toll-free: 855.526.4413 Fax: 888.600.5876 utilityservice.com WATER TANK MAINTENANCE CONTRACT FOR CONCRETE TANK This Water Tank Maintenance Contract for Concrete Tank (hereinafter, "Contract") is entered into by and between the Queensbury Water District, with its principal place of business located at 823 Corinth Road, Queensbury, NY, Queensbury, NY, 12804 (hereinafter, "the Owner") and Utility Service Co., Inc., a Georgia corporation, with its principal place of business located at 1230 Peachtree Street NE, Suite 1100, Atlanta, Georgia 30309 (hereinafter, "the Company"). Therefore, in consideration of the mutual promises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Owner and the Company, the parties agree as follows: The Owner agrees to engage the Company to provide the professional services needed to maintain its 1,000,000 gallon concrete water storage tank located at 96 Gurney Lane, Queensbury, NY 12804 (hereinafter, "Tank"). 1. Company's Responsibilities. This Contract outlines the Company's responsibility for the maintenance of the Tank. Maintenance, as used in the Contract, shall include the following: A. The Company shall perform an annual inspection of the Tank to assess its sanitary condition as well as the condition of the interior and exterior coatings. In addition, the Tank will be inspected to ensure that the structure is in watertight condition. B. Every 5 years, beginning with the first washout inspection, the Tank will be completely drained and cleaned to remove all mud, silt, and other accumulations that might be harmful to the Tank or its contents. After cleaning is completed, the interior will be thoroughly inspected and disinfected prior to returning the Tank to service; however, the Owner is responsible for draining and filling the Tank and conducting any required testing of the water. A written report will be mailed to the Owner after each inspection. C The exterior surfaces will be pressure washed every 5 years, except in the years when an exterior renovation will be performed. D. The Company will clean and repaint the exterior of the Tank at such time as complete repainting is needed. The need for exterior painting is to be determined by the appearance and protective condition of the existing coating. At the time the exterior requires recoating, the Company agrees to recoat the Tank with coatings of the same color and to select a coating system which best suits the site conditions, environment, and general location of the Tank. When recoating is needed, all products and procedures will be equal to, or exceed the requirements of State of New York, the American Water Works Association, and the Society for Protective Coatings as to surface preparation and coating materials. Page 1 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 D. If requested by the Owner, the Company will mobilize a crew to paint over graffiti, but the Owner must allow the Company a reasonable amount of time to mobilize a crew. E. A lock will be installed on the roof hatch of the Tank. F. The Company will furnish pressure relief valves, if requested by the Owner, so that the Owner can install the valves in its water system while the Tank is being serviced. G. The Company will furnish a certificate of insurance to the Owner evidencing the Company's insurance coverage. H. In the event that the Owner will not release the tank for service or is the cause of unreasonable delay in the performance of any service herein, the Company reserves the right to renegotiate the annual fees, and the Owner agrees to renegotiate the annual fees in good faith. In addition, the Owner hereby agrees that the Company can replace a washout inspection with a visual inspection, ROV inspection, or UAV inspection without requiring modification of this Contract. 2. Scope of Work for Contract Year 1. The Tank shall receive an exterior renovation and interior repairs prior to the end of Contract Year 2. For purposes of this Contract, a "Contract Year" shall mean each consecutive 12-month period following the first day of the month in which this Contract is executed by the Owner and each subsequent 12-month period thereafter during the time the Contract is in effect. For example, Contract Year 1 of a contract executed on April 17, 2014 would be April 1, 2014 to March 31, 2015, and Contract Year 2 for that contract would be April 1, 2015 to March 31, 2016; and so on. 3. Contract Price/Annual Fees. The Owner agrees to pay, and the Company agrees to accept the following annual fees for the Company's agreement to provide maintenance services to the Tank under this Contract (hereinafter, "Annual Fees"). The first three (3) Annual Fees shall be $36,539.00 per Contract Year. The Annual Fee for Contract Year 4 shall be $15,655.00. Each anniversary thereafter, the Annual Fee shall be adjusted to reflect the current cost of service. The adjustment of the Annual Fee shall be limited to a maximum of 3.5% annually. All applicable taxes are the responsibility of the Owner and are in addition to the stated costs and Annual Fees in this Contract. 4. Payment Terms. The Annual Fee for Contract Year 1, plus all applicable taxes, shall be due and payable upon execution of the contract. Each subsequent Annual Fee, plus all applicable taxes, shall be due and payable on the first day of each Contract Year. (Note: Due to the length of time that it takes to perform the initial renovation project, it is possible that two (2) Annual Fees could fall within one budget year for the Owner.) Furthermore, if the Owner elects to terminate this Contract prior to remitting the first three (3) Annual Fees, the unpaid balance of the first three (3) Annual Fees shall be due and payable immediately upon the termination of this Contract. 5. Modifications to the Tank. Any modification(s) to the Tank, including but not limited to antenna installations, may warrant an increase in the Annual Fees. The Owner must give notice of any modification(s) to the Company within thirty (30) of such modification(s) being made so that the Company can assess whether the modification(s)will result in increased Annual Fees. Page 2 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 6. Environmental, Health, Safety, or Labor Requirements. A. Environmental, Health, Safety, or Labor Requirements. The Owner hereby agrees that future mandated environmental, health, safety, or labor requirements as well as changes in site conditions at the Tank site which cause an increase in the cost of maintenance will be just cause for modification of this Contract. Said modification of this Contract will reasonably reflect the increased cost of the service with newly negotiated Annual Fees. B. Prevailing Wages. The work performed under this Contract is subject to prevailing wages, and the workers who are performing work under this Contract are to be paid no less than the prevailing hourly rate of wages as set by the appropriate authority. Any future work performed by workers under this Contract will be subject to the wage determination of the appropriate authority which is in effect when the work is performed. However, the Owner and the Company hereby agree that if the prevailing wage rates for any job or trade classification increases by more than 5% per annum from the effective date of this Contract to the date in which any future work is to be performed under this Contract, then the Company reserves the right to re-negotiate the Annual Fees with the Owner. The Company and the Owner agree to re-negotiate the annual fee(s) in good faith. 7. Excluded Items: This Contract does NOT include the cost for and/or liability on the part of the Company for: (1) containment of the Tank at any time; (2) disposal of any hazardous waste materials; (3) any services necessary for the Tank or Tank site that arise from or are caused by cold weather, physical conditions of the ground or Tank site (e.g., erosion), or physical conditions below the ground (e.g., sinkholes and settling of the ground); (4) repair of the Tank's structure for any reason; (5) negligent acts of Owner's employees, agents or contractors; (6) damages, whether foreseen or unforeseen, caused by the Owner's use of pressure relief valves; (7) repairs to the foundation of the Tank; (8) any repairs or improvements necessary for the Tank or Tank site that arise from or are caused by voids in concrete; (9) other conditions which are beyond the Owner's and Company's control, including, but not limited to: acts of God and acts of terrorism. Acts of terrorism include, but are not limited to, any damage to the Tank or Tank site which results from unauthorized entry of any kind to the Tank site or Tank; or(10) Interior Coatings 8. Termination. The Owner shall have the right to continue this Contract for an indefinite period of time providing payment of the Annual Fees is in accordance with the terms herein. This Contract is subject to termination by the Owner only if written notice of intent to terminate is received by the Company ninety (90) days prior to the first day of the upcoming Contract Year. Notice of termination is to be delivered by registered mail to Utility Service Co., Inc., Attention: Customer Service, P 0 Box 1350, Perry, Georgia 31069, and signed by three (3) authorized voting officials of the Owner's management and/or Commissioners. The Owner reserves the right to terminate this Contract based on non-performance of the Company. A minimum of six months from the date of the Owner notifying the Company is writing to discuss and alleviate any issues in regard to non-performance will be allowed. If resolution or a plan is not completed during this time, then the parties shall negotiate in good faith to determine whether the Owner is owed any fees for services not provided under this Contract. If the parties are unable to agree whether any fees are owed under this paragraph, and come to an agreement on the amounts and payment terms of any monies owed, then the parties shall arbitrate this matter in front of a mutually agreed upon arbitrator. Non-performance under this Section is defined as failure to provide annual reports, visual inspections, washout inspections, or exterior overcoat renovations per the terms of this Contract. Page 3 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 9. Assignment. The Owner may not assign or otherwise transfer all or any of its interest under this Contract without the prior written consent of the Company. If the Company agrees to the assignment, the Owner shall remain responsible under this Contract, until its assignee assumes in full and in writing all of the obligations of the Owner under this Contract. Any attempted assignment by Owner in violation of this provision will be void and of no effect.10. Indemnification. THE COMPANY AGREES TO INDEMNIFY THE OWNER AND HOLD THE OWNER HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LIABILITY, AND EXPENSE IN CONNECTION WITH PERSONAL INJURY AND/OR DAMAGE TO PROPERTY BY REASON OF ANY ACT OF THE COMPANY OR ITS SUBCONTRACTORS, AGENTS, OR EMPLOYEES. IN TURN, THE OWNER AGREES TO INDEMNIFY THE COMPANY AND HOLD THE COMPANY HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LIABILITY, AND EXPENSE IN CONNECTION WITH PERSONAL INJURY AND/OR DAMAGE TO PROPERTY BY REASON OF ANY ACT OF THE OWNER OR ITS CONTRACTORS, AGENTS, OR EMPLOYEES. THE INDEMNIFICATION PROVIDED IN THIS PARAGRAPH IS LIMITED AND CONTROLLED BY THE COMPANY'S LIMITATIONS OF LIABILITY SET FORTH IN OTHER PARAGRAPH(S) OF THIS CONTRACT. 11. No Warranty. THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE STRUCTURAL CONDITION OF THE TANK AS OF THE EXECUTION OF THIS CONTRACT OR AT ANY FUTURE TIME WHILE THIS CONTRACT IS IN EFFECT. THE COMPANY SHALL NOT BE LIABLE, UNDER CONTRACT OR TORT, FOR DAMAGES RESULTING FROM A FAILURE IN THE STRUCTURAL INTEGRITY OF THE TANK, AND THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 12. Structural Repairs. If the Owner determines that structural repairs to the Tank are necessary, then the Company agrees to identify one or more companies that can perform the repairs and request proposals for the repairs. The Company agrees that it will consider the proposals and discuss them with the Owner. The Company further agrees that it will consider, but it will remain in the Company's sole discretion, whether to contract with the third party(ies) to have the structural repairs performed on the Tank. In such an event, this Contract shall be amended to increase the Annual Fees, which must be mutually agreed to by the Owner and the Company, as well as to confirm the scope of work for the repairs and any other pertinent issues that must be addressed in the amendment. 13. Assignment of Receivables. The Company reserves the right to assign any outstanding receivables from this Contract to its Bank or other Lending Institutions as collateral for any loans or lines of credit. 14. Miscellaneous Items. No modifications, amendments, or alterations of this Contract may be made except in writing signed by all the parties to this Contract. No failure or delay on the part of any party hereto in exercising any power or right hereunder shall operate as a waiver thereof. The parties expressly warrant that the individuals who sign below are authorized to bind them. 15. Entire Agreement. This Contract constitutes the entire agreement of the parties and supersedes all prior communications, understandings, and agreement relating to the subject matter hereof, whether oral or written. Page 4 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 • 16. Visual Inspection Disclaimer. This Contract is based upon a visual inspection of the Tank. The Owner and the Company hereby acknowledge and agree that a visual inspection is intended to assess the condition of the Tank for all patent defects. If latent defects are identified once the tank has been drained for repairs, the Owner agrees and acknowledges that the Company shall not be responsible to repair the latent defects unless the Owner and the Company renegotiate the annual fees. If profile of interior concrete substrate is found to be greater than CSP 5 per the International Concrete Repair Institute (ICRI), then the Company is entitled to compensation for this item. Further, at the time of renovation concrete interior will be further tested for pH, adhesion strength, moisture vapor transmission (MVT), relative humidity, etc., and if defects are found to be substantial, then the contract will either be voided (3% of UR will be owed the Company for mobilization and testing) or the Owner and the Company will negotiate a change order for the unforeseen repairs. This Contract is executed and effective as of the date last signed by the parties below. OWNER: COMPANY: Queensbury Water District Utility Service Co., Inc. By: By: - �- - Title: Title: Vice President, Legal Print Name: Print Name: J. Shane Albritton Date: Date: November 9, 2017 Witness: Witness: � &4 -- '— Seal: Seal: ������.110E co ORAT• •? • SE • ///,' 200 ,\\\ Page 5 of 5 ©2015 Utility Service Co., Inc. Rev. 07/16 , S _ ' , y _ - - Utility Service Co., Inc. Limited Water Tank Maintenance Contract Owner: Queensbury Water District Queensbury, NY Tank Size/Name: 500,000 Gallon G.ST.-West Mountain Tank Location: 1127 West Mountain Road Date Prepared: November 8, 2017 1230 Peachtree Street NE, Suite 1100 •Atlanta, GA 30309 Toil-free: 855.526.4413 I Fax: 888.300.5876 I utilityservice.com WATER TANK MAINTENANCE CONTRACT This Contract entered into by and between the Queensbury Water District, whose business address is 823 Corinth Road, Queensbury, NY 12804 (hereinafter referred to as "the Owner") and Utility Service Co., Inc., whose business address is 1230 Peachtree Street NE, Suite 1100, Atlanta, GA 30309 (hereinafter referred to as "the Company"). Therefore, in consideration of the mutual promises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Owner and the Company, the parties agree as follows: The Owner agrees to engage the Company to provide the professional service needed to maintain its 500,000 gallon water storage tank located at 1127 West Mountain Road, Queensbury, NY 12804 (hereinafter"tank"). 1. Company's Responsibilities. This Contract outlines the Company's responsibility for the care and maintenance of the above described water storage tank. Care and maintenance include the following: A. The Company will annually inspect and service the tank. The tank and tower will be thoroughly inspected to ensure that the structure is in a sound, watertight condition. B. Every 5 years, beginning with the first washout/inspection, the tank will be completely drained and cleaned to remove all mud, silt, and other accumulations that might be harmful to the tank or its contents. After cleaning is completed, the interior will be thoroughly inspected and disinfected prior to returning the tank to service; however, the Owner is responsible for draining and filling the tank and conducting any required testing of the water. A written report will be mailed to the Owner after each inspection. C. Every five years the exterior surfaces will be pressure washed, except in the years when an exterior renovation is scheduled. D. The Company shall furnish engineering and inspection services needed to maintain and repair the tank and tower during the term of this Contract. The repairs include: steel parts, expansion joints, water level indicators, sway rod adjustments, and manhole covers/gaskets. E. The Company will clean and repaint the exterior of the tank at such time as complete repainting is needed. The need for exterior painting is to be determined by the appearance and protective condition of the existing paint. At the time the exterior requires repainting, the Company agrees to paint the tank with the same color paint and to select a coating system which best suits the site conditions, environment, and general location of the tank. When painting is needed, all products and procedures will be equal to, or exceed the requirements of the State of New York, the American Water Works Association, and the Society for Protective Coatings as to surface preparation and coating materials. Page 1 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 F. A lock will be installed on the roof hatch of the tank. G. The Company will provide emergency services, when needed, to perform all repairs covered under this Contract. Reasonable travel time must be allowed for the repair unit to reach the tank site. H. The Company will furnish pressure relief valves, if requested by the Owner, so that the Owner can install the valves in its water system while the tank is being serviced. I. The Company will furnish current certificates of insurance coverage to the Owner. J. In the event that the Owner will not release the tank for service or is the cause of unreasonable delay in the performance of any service herein, the Company reserves the right to renegotiate the annual fees, and the Owner agrees to renegotiate the annual fees in good faith. In addition, the Owner hereby agrees that the Company can replace a washout inspection with a visual inspection, ROV inspection, or UAV inspection without requiring modification of this Contract. K. The Company shall provide a three-year warranty on the initial interior painting, which shall be performed in Contract Year 2. After the three-year warranty expires, the Company will touch-up the interior coatings when needed; however, this Contract does not cover future renovations of the interior of the tank. The Company is not required to blast the interior of the tank or to perform a full renovation of the tank's interior coatings at any time under the terms of this Contract. When touch-up work is performed on the interior, procedures as outlined in A.W.W.A.-D102 specifications for cleaning and coating of potable water tanks will be followed. Only material approved for use in potable water tanks will be used on any interior surface area. 2. Contract Price/Annual Fees. The tank shall receive an exterior renovation, interior renovation, PAX active mixer installation and repairs prior to the end of Contract Year 2. The first three (3) annual fees shall be $129,463.00 per Contract Year. The annual fee for Contract Year 4 shall be $18,489.00. Each anniversary thereafter, the annual fee shall be adjusted to reflect the current cost of service. The adjustment of the annual fee shall be limited to a maximum of 3.5% annually. All applicable taxes are the responsibility of the Owner and are in addition to the stated costs and fees in this Contract. A "Contract Year" shall be defined as each consecutive 12-month period following the first day of the month in which the Contract is executed by the Owner and each subsequent 12-month period thereafter during the time the Contract is in effect. For example,, if a contract was signed by an Owner on April 17, 2012, Contract Year 1 for that contract would be April 1, 2012 to March 31, 2013, and Contract Year 2 for that contract would be April 1, 2013 to March 31, 2014 and so on. 3. Payment Terms. The annual fee for Contract Year 1, plus all applicable taxes, shall be due and payable upon execution of the contract. Each subsequent annual fee, plus all applicable taxes, shall be due and payable on the first day of each Contract Year, thereafter. (Note: Due to the length of time that it takes to perform the initial renovation project, it is possible that two (2) annual fees could fall within one budget year for the Owner). Furthermore, if the Owner elects to terminate this Contract prior to remitting the first three (3) annual fees, then unpaid balance of the first three (3) annual fees shall be due and payable within thirty (30) days of the Company's receipt of the Owner's Notice to Terminate. 4. Structure of Tank. The Company is accepting this tank under program based upon its existing structure and components. Any modifications to the tank, including antenna installations, shall be approved by Utility Service Co., Inc., prior to installation and may warrant an increase in the annual fee. Page 2 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 5. Environmental, Health, Safety, or Labor Requirements. The Owner hereby agrees that future mandated environmental, health, safety, or labor requirements as well as changes in site conditions at the tank site which cause an increase in the cost of tank maintenance will be just cause for modification of this Contract. Said modification of this Contract will reasonably reflect the increased cost of the service with a newly negotiated annual fee. The work performed under this Contract is subject to prevailing wages, and the workers who are performing work under this Contract are to be paid no less than the prevailing hourly rate of wages as set by the appropriate authority. Any future work performed by workers under this Contract will be subject to the wage determination of the appropriate authority which is in effect when the work is performed. However, the Owner and the Company hereby agree that if the prevailing wage rates for any job or trade classification increases by more than 5% per annum from the effective date of this Contract to the date in which any future work is to be performed under this Contract, then the Company reserves the right to re-negotiate the annual fee(s) with the Owner. The Company and the Owner agree to re-negotiate the annual fee(s) in good faith. 6. Excluded Items. This Contract does NOT include the cost for and/or liability on the part of the Company for: (1) containment of the tank at anytime during the term of the Contract; (2) disposal of any hazardous waste materials; (3) resolution of operational problems or structural damage due to cold weather; (4) repair of structural damage due to antenna installations or other attachments for which the tank was not originally designed; (5) resolution of operational problems or repair of structural damage or site damage caused by physical conditions below the surface of the ground; (6) negligent acts of Owner's employees, agents or contractors; (7) damages, whether foreseen or unforeseen, caused by the Owner's use of pressure relief valves; (8) repairs to the foundation of the tank; (9) any latent defects of the tank or its components (i.e., corrosion from the underside of the floor plates or corrosion in areas not accessible to maintain); (10) other conditions which are beyond the Owner's and Company's control, including, but not limited to: acts of God and acts of terrorism. Acts of terrorism include, but are not limited to, any damage to the tank or tank site which results from unauthorized entry of any kind to the tank site or tank; or(11) Interior brush blast or full interior renovation after Contract Year 3. 7. Termination. The Owner shall have the right to continue this Contract for an indefinite period of time providing payment of the annual fees is in accordance with the terms herein. This Contract is subject to termination by the Owner only if written notice of intent to terminate is received by the Company ninety (90) days prior to the first day of the upcoming Contract Year. Notice of Termination is to be delivered by registered mail to Utility Service Co., Inc., Attention: Customer Service, P O Box 1350, Perry, Georgia 31069, and signed by three (3) authorized voting officials of the Owner's management and/or Commissioners. The Owner reserves the right to terminate this Contract based on non-performance of the Company. A minimum of six months from the date of the Owner notifying the Company is writing to discuss and alleviate any issues in regard to non-performance will be allowed. If resolution or a plan is not completed during this time, then the parties shall negotiate in good faith to determine whether the Owner is owed any fees for services not provided under this Contract. If the parties are unable to agree whether any fees are owed under this paragraph, and come to an agreement on the amounts and payment terms of any monies owed, then the parties shall arbitrate this matter in front of a mutually agreed upon arbitrator. Non-performance under this Section is defined as failure to provide annual reports, visual inspections, washout inspections, exterior overcoat renovations, or interior coatings touch-up work per the terms of this Contract. Page 3 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 8. Assignment. The Owner may not assign or otherwise transfer all or any of its interest under this Contract without the prior written consent of the Company. If the Company agrees to the assignment, the Owner shall remain responsible under this Contract, until its assignee assumes in full and in writing all of the obligations of the Owner under this Contract. Any attempted assignment by Owner in violation of this provision will be void and of no effect. 9. Indemnification. THE COMPANY AGREES TO INDEMNIFY THE OWNER AND HOLD THE OWNER HARMLESS FROM 'ANY AND ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LIABILITY, AND EXPENSE IN CONNECTION WITH LOSS OF LIFE, PERSONAL INJURY, AND/OR DAMAGE TO PROPERTY BY REASON OF ANY ACT, OMISSION, OR REPRESENTATION OF THE COMPANY OR ITS SUBCONTRACTORS, AGENTS, OR EMPLOYEES. IN TURN, THE OWNER AGREES TO INDEMNIFY THE COMPANY AND HOLD THE COMPANY HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LIABILITY, AND EXPENSE IN CONNECTION WITH LOSS OF LIFE, PERSONAL INJURY, AND/OR DAMAGE TO PROPERTY BY REASON OF ANY ACT, OMISSION, OR REPRESENTATION OF THE OWNER OR ITS CONTRACTORS, AGENTS, OR EMPLOYEES. THE INDEMNIFICATION PROVIDED IN THIS PARAGRAPH DOES NOT AFFECT THE COMPANY'S LIMITATIONS OF LIABILITY SET FORTH IN OTHER PARAGRAPHS OF THIS CONTRACT. 10. Assignment of Receivables. The Company reserves the right to assign any outstanding receivables from this Contract to its Bank or other Lending Institutions as collateral for any loans or lines of credit: 11. Miscellaneous Items. No modifications, amendments, or alterations of this Contract may be made except in writing signed by all the parties to this Contract. No failure or delay on the part of any party hereto in exercising any power or right hereunder shall operate as a waiver thereof. The parties expressly warrant that the individuals who sign below are authorized to bind them. 12. Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings, and agreement relating to the subject matter hereof, whether oral or written. 13. Visual Inspection Disclaimer. This Contract is based upon a visual inspection of the Tank. The Owner and the Company hereby acknowledge and agree that a visual inspection is intended to assess the condition of the Tank for all patent defects. If latent defects are identified once the tank has been drained for repairs, the Owner agrees and acknowledges that the Company shall not be responsible to repair the latent defects unless the Owner and the Company renegotiate the annual fees. The definition of a "latent defect" shall be any defect of the Tank which is not easily discovered (e.g., corrosion of the floor plates, corrosion in areas not accessible to maintain, damage to the roof of the tank which is not clearly visible during the visual inspection, etc.). • Page 4 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 • This Contract is executed and effective as of the date last signed by the parties below. OWNER: COMPANY: Queensbury Water District Utility Service Co., Inc. By: By: .S- '— Title: Title: Vice President, Legal Print Name: Print Name: J. Shane Albritton Date: Date: November 9, 2017 ®® ,, Witness: Witness: Seal: Seal: $.®®`,soIICE 0�4 OR4 oao aha SQA ® mss s a 0 • a • B V e •.Geork •• va X1,1111111 Page 5 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 - i, . , - .:', _ -:#1,_ Utility Service Co., Inc. Limited Water Tank Maintenance Contract Owner: Queensbury Water District Queensbury, NY Tank Size/Name: 1,000,000 Gallon Standpipe-County Line Tank Location: 284 Queensbury Road Date Prepared: November 8, 2017 1230 Peachtree Street NE, Suite 1 100 • Atlanta, GA 30309 Toll-free: 855.526.4413 I Fax: 888.600.5876 I utilityservice.com WATER TANK MAINTENANCE CONTRACT This Contract entered into by and between the Queensbury Water District, whose business address is 823 Corinth Road, Queensbury, NY 12804 (hereinafter referred to as "the Owner") and Utility Service Co., Inc., whose business address is 1230 Peachtree Street NE, Suite 1100, Atlanta, GA 30309 (hereinafter referred to as "the Company"). Therefore, in consideration of the mutual promises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Owner and the Company, the parties agree as follows: The Owner agrees to engage the Company to provide the professional service needed to maintain its 1,000,000 gallon water storage tank located at 284 Queensbury Road, Queensbury, NY 12804 (hereinafter"tank"). 1. Company's Responsibilities. This Contract outlines the Company's responsibility for the care and maintenance of the above described water storage tank. Care and maintenance include the following: A. The Company will annually inspect and service the tank. The tank and tower will be thoroughly inspected to ensure that the structure is in a sound, watertight condition. B. Every 5 years, beginning with the first washout/inspection, the tank will be completely drained and cleaned to remove all mud, silt, and other accumulations that might be harmful to the tank or its contents. After cleaning is completed, the interior will be thoroughly inspected and disinfected prior to returning the tank to service; however, the Owner is responsible for draining and filling the tank and conducting any required testing of the water. A written report will be mailed to the Owner after each inspection. C. Every five years the exterior surfaces will be pressure washed, except in the years when an exterior renovation is scheduled. D. The Company shall furnish engineering and inspection services needed to maintain and repair the tank and tower during the term of this Contract. The repairs include: steel parts, expansion joints, water level indicators, sway rod adjustments, and manhole covers/gaskets. E. The Company will clean and repaint the exterior of the tank at such time as complete repainting is needed. The need for exterior painting is to be determined by the appearance and protective condition of the existing paint. At the time the exterior requires repainting, the Company agrees to paint the tank with the same color paint and to select a coating system which best suits the site conditions, environment, and general location of the tank. When painting is needed, all products and procedures will be equal to, or exceed the requirements of the State of New York, the American Water Works Association, and the Society for Protective Coatings as to surface preparation and coating materials. Page 1 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 F. A lock will be installed on the roof hatch of the tank. G. The Company will provide emergency services, when needed, to perform all repairs covered under this Contract. Reasonable travel time must be allowed for the repair unit to reach the tank site. H. The Company will furnish pressure relief valves, if requested by the Owner, so that the Owner can install the valves in its water system while the tank is being serviced. I. The Company will furnish current certificates of insurance coverage to the Owner. J. In the event that the Owner will not release the tank for service or is the cause of unreasonable delay in the performance of any service herein, the Company reserves the right to renegotiate the annual fees, and the Owner agrees to renegotiate the annual fees in good faith. In addition, the Owner hereby agrees that the Company can replace a washout inspection with a visual inspection, ROV inspection, or UAV inspection without requiring modification of this Contract. K. The Company shall provide a three-year warranty on the initial interior painting, which shall be performed in Contract Year 1. After the three-year warranty expires, the Company will touch-up the interior coatings when needed; however, this Contract does not cover future renovations of the interior of the tank. The Company is not required to blast the interior of the tank or to perform a full renovation of the tank's interior coatings at any time under the terms of this Contract. When touch-up work is performed on the interior, procedures as outlined in A.W.W.A.-D102 specifications for cleaning and coating of potable water tanks will be followed. Only material approved for use in potable water tanks will be used on any interior surface area. 2. Contract Price/Annual Fees. The tank shall receive an exterior renovation, interior renovation, PAX active mixer installation and repairs prior to the end of Contract Year 1. The first three (3) annual fees shall be $223,250.00 per Contract Year. The annual fee for Contract Year 4 shall be $32,774.00. Each anniversary thereafter, the annual fee shall be adjusted to reflect the current cost of service. The adjustment of the annual fee shall be limited to a maximum of 3.5% annually. All applicable taxes are the responsibility of the Owner and are in addition to the stated costs and fees in this Contract. A "Contract Year" shall be defined as each consecutive 12-month period following the first day of the month in which the Contract is executed by the Owner and each subsequent 12-month period thereafter during the time the Contract is in effect. For example, if a contract was signed by an Owner on April 17, 2012, Contract Year 1 for that contract would be April 1, 2012 to March 31, 2013, and Contract Year 2 for that contract would be April 1, 2013 to March 31, 2014 and so on. 3. Payment Terms. The annual fee for Contract Year 1, plus all applicable taxes, shall be due and payable upon completion of initial exterior and interior renovation. Each subsequent annual fee, plus all applicable taxes, shall be due and payable on the first day of each Contract Year, thereafter. (Note: Due to the length of time that it takes to perform the initial renovation project, it is possible that two (2) annual fees could fall within one budget year for the Owner). Furthermore, if the Owner elects to terminate this Contract prior to remitting the first three (3) annual fees, then unpaid balance of the first three (3) annual fees shall be due and payable within thirty (30) days of the Company's receipt of the Owner's Notice to Terminate. 4. Structure of Tank. The Company is accepting this tank under program based upon its existing structure and components. Any modifications to the tank, including antenna installations, shall be approved by Utility Service Co., Inc.,prior to installation and may warrant an increase in the annual fee. Page 2 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 5. Environmental, Health, Safety, or Labor Requirements. The Owner hereby agrees that future mandated environmental, health, safety, or labor requirements as well as changes in site conditions at the tank site which cause an increase in the cost of tank maintenance will be just cause for modification of this Contract. Said modification of this Contract will reasonably reflect the increased cost of the service with a newly negotiated annual fee. The work performed under this Contract is subject to prevailing wages, and the workers who are performing work under this Contract are to be paid no less than the prevailing hourly rate of wages as set by the appropriate authority. Any future work performed by workers under this Contract will be subject to the wage determination of the appropriate authority which is in effect when the work is performed. However, the Owner and the Company hereby agree that if the prevailing wage rates for any job or trade classification increases by more than 5% per annum from the effective date of this Contract to the date in which any future work is to be performed under this Contract, then the Company reserves the right to re-negotiate the annual fee(s) with the Owner. The Company and the Owner agree to re-negotiate the annual fee(s) in good faith. 6. Excluded Items. This Contract does NOT include the cost for and/or liability on the part of the Company for: (1) containment of the tank at anytime during the term of the Contract; (2) disposal of any hazardous waste materials; (3) resolution of operational problems or structural damage due to cold weather; (4) repair of structural damage due to antenna installations or other attachments for which the tank was not originally designed; (5) resolution of operational problems or repair of structural damage or site damage caused by physical conditions below the surface of the ground; (6) negligent acts of Owner's employees, agents or contractors; (7) damages, whether foreseen or unforeseen, caused by the Owner's use of pressure relief valves; (8) repairs to the foundation of the tank; (9) any latent defects of the tank or its components (i.e., corrosion from the underside of the floor plates or corrosion in areas not accessible to maintain); (10) other conditions which are beyond the Owner's and Company's control, including, but not limited to: acts of God and acts of terrorism. Acts of terrorism include, but are not limited to, any damage to the tank or tank site which results from unauthorized entry of any kind to the tank site or tank; or (11) Interior brush blast or full interior renovation after Contract Year 3. 7. Termination. The Owner shall have the right to continue this Contract for an indefinite period of time providing payment of the annual fees is in accordance with the terms herein. This Contract is subject to termination by the Owner only if written notice of intent to terminate is received by the Company ninety (90) days prior to the first day of the upcoming Contract Year. Notice of Termination is to be delivered by registered mail to Utility Service Co., Inc., Attention: Customer Service, P 0 Box 1350, Perry, Georgia 31069, and signed by three (3) authorized voting officials of the Owner's management and/or Commissioners. The Owner reserves the right to terminate this Contract based on non-performance of the Company. A minimum of six months from the date of the Owner notifying the Company in writing to discuss and alleviate any issues in regard to non-performance will be allowed. If resolution or a plan is not completed during this time, then the parties shall negotiate in good faith to determine whether the Owner is owed any fees for services not provided under this Contract. If the parties are unable to agree whether any fees are owed under this paragraph, and come to an agreement on the amounts and payment terms of any monies owed, then the parties shall arbitrate this matter in front of a mutually agreed upon arbitrator. Non-performance under this Section is defined as failure to provide annual reports, visual inspections, washout inspections, exterior overcoat renovations, or interior coatings touch-up work per the terms of this Contract. Page 3 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 8. Assignment. The Owner may not assign or otherwise transfer all or any of its interest under this Contract without the prior written consent of the Company. If the Company agrees to the assignment, the Owner shall remain responsible under this Contract, until its assignee assumes in full and in writing all of the obligations of the Owner under this Contract. Any attempted assignment by Owner in violation of this provision will be void and of no effect. 9. Indemnification. THE COMPANY AGREES TO INDEMNIFY THE OWNER AND HOLD THE OWNER HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LIABILITY, AND EXPENSE IN CONNECTION WITH LOSS OF LIFE, PERSONAL INJURY, AND/OR DAMAGE TO PROPERTY BY REASON OF ANY ACT, OMISSION, OR REPRESENTATION OF THE COMPANY OR ITS SUBCONTRACTORS, AGENTS, OR EMPLOYEES. IN TURN, THE OWNER AGREES TO INDEMNIFY THE COMPANY AND HOLD THE COMPANY HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LIABILITY, AND EXPENSE IN CONNECTION WITH LOSS OF LIFE, PERSONAL INJURY, AND/OR DAMAGE TO PROPERTY BY REASON OF ANY ACT, OMISSION, OR REPRESENTATION OF THE OWNER OR ITS CONTRACTORS, AGENTS, OR EMPLOYEES. THE INDEMNIFICATION PROVIDED IN THIS PARAGRAPH DOES NOT AFFECT THE COMPANY'S LIMITATIONS OF LIABILITY SET FORTH IN OTHER PARAGRAPHS OF THIS CONTRACT. 10. Assignment of Receivables. The Company reserves the right to assign any outstanding receivables from this Contract to its Bank or other Lending Institutions as collateral for any loans or lines of credit. 11. Miscellaneous Items. No modifications, amendments, or alterations of this Contract may be made except in writing signed by all the parties to this Contract. No failure or delay on the part of any party hereto in exercising any power or right hereunder shall operate as a waiver thereof. The parties expressly warrant that the individuals who sign below are authorized to bind them. 12. Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings, and agreement relating to the subject matter hereof, whether oral or written. 13. Visual Inspection Disclaimer. This Contract is based upon a visual inspection of the Tank. The Owner and the Company hereby acknowledge and agree that a visual inspection is intended to assess the condition of the Tank for all patent defects. If latent defects are identified once the tank has been drained for repairs, the Owner agrees and acknowledges that the Company shall not be responsible to repair the latent defects unless the Owner and the Company renegotiate the annual fees. The definition of a "latent defect" shall be any defect of the Tank which is not easily discovered (e.g., corrosion of the floor plates, corrosion in areas not accessible to maintain, damage to the roof of the tank which is not clearly visible during the visual inspection, etc.). Page 4 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 This Contract is executed and effective as of the date last signed by the parties below. ( OWNER: COMPANY: Queensbury Water District Utility Service Co., Inc. By: By: n. Title: Title: Vice President, Legal Print Name: Print Name: J. Shane Albritton Date: Date: November 9, 2017 Witness: Witness: >1,1,06 ` Seal: Seal: `����1tll►i►►t� \\\��y SRV 1 C� c, CO : SEAL 19 200` Page 5 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 • sue2 Utility Service Co., Inc. Limited Water Tank Maintenance Contract Owner: Queensbury Water District Queensbury, NY Tank Size/Name: 500,000 Gallon G.ST.-Gurney Lane Steel Tank Location: 96 Gurney Lane Date Prepared: November 8, 2017 1230 Peachtree Street NE,Suite 1100 •Atlanta, GA 30309 Toll-free: 855.526.4413 I Fax: 888.600.5876(utilityservice.com • WATER TANK MAINTENANCE CONTRACT This Contract entered into by and between the Queensbury Water District, whose business address is 823 Corinth Road, Queensbury, NY 12804 (hereinafter referred to as "the Owner") and Utility Service Co., Inc., whose business address is 1230 Peachtree Street NE, Suite 1100, Atlanta, GA 30309 (hereinafter referred to as "the Company"). Therefore, in consideration of the mutual promises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Owner and the Company, the parties agree as follows: The Owner agrees to engage the Company to provide the professional service needed to maintain its 500,000 gallon water storage tank located at 96 Gurney Lane, Queensbury, NY 12804 (hereinafter "tank"). 1. Company's Responsibilities. This Contract outlines the Company's responsibility for the care and maintenance of the above described water storage tank. Care and maintenance include the following: A. The Company will annually inspect and service the tank. The tank and tower will be thoroughly inspected to ensure that the structure is in a sound, watertight condition. B. Every 5 years, beginning with the first washout/inspection, the tank will be completely drained and cleaned to remove all mud, silt, and other accumulations that might be harmful to the tank or its contents. After cleaning is completed, the interior will be thoroughly inspected and disinfected prior to returning the tank to service; however, the Owner is responsible for draining and filling the tank and conducting any required testing of the water. A written report will be mailed to the Owner after each inspection. C. Every five years the exterior surfaces will be pressure washed, except in the years when an exterior renovation is scheduled. D. The Company shall furnish engineering and inspection services needed to maintain and repair the tank and tower during the term of this Contract. The repairs include: steel parts, expansion joints, water level indicators, sway rod adjustments, and manhole covers/gaskets. E. The Company will clean and repaint the exterior of the tank at such time as complete repainting is needed. The need for exterior painting is to be determined by the appearance and protective condition of the existing paint. At the time the exterior requires repainting, the Company agrees to paint the tank with the same color paint and to select a coating system which best suits the site conditions, environment, and general location of the tank. When painting is needed, all products and procedures will be equal to, or exceed the requirements of the State of New York, the American Water Works Association, and the Society for Protective Coatings as to surface preparation and coating materials. Page 1 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 F. A lock will be installed on the roof hatch of the tank. G. The Company will provide emergency services, when needed, to perform all repairs covered under this Contract. Reasonable travel time must be allowed for the repair unit to reach the tank site. H. The Company will furnish pressure relief valves, if requested by the Owner, so that the Owner can install the valves in its water system while the tank is being serviced. I. The Company will furnish current certificates of insurance coverage to the Owner. J. In the event that the Owner will not release the tank for service or is the cause of unreasonable delay in the performance of any service herein, the Company reserves the right to renegotiate the annual fees, and the Owner agrees to renegotiate the annual fees in good faith. In addition, the Owner hereby agrees that the Company can replace a washout inspection with a visual inspection, ROV inspection, or UAV inspection without requiring modification of this Contract. K. The Company shall provide a three-year warranty on the initial interior painting, which shall be performed in Contract Year 2. After the three-year warranty expires, the Company will touch-up the interior coatings when needed; however, this Contract does not cover future renovations of the interior of the tank. The Company is not required to blast the interior of the tank or to perform a full renovation of the tank's interior coatings at any time under the terms of this Contract. When touch-up work is performed on the interior, procedures as outlined in A.W.W.A.-D102 specifications for cleaning and coating of potable water tanks will be followed. Only material approved for use in potable water tanks will be used on any interior surface area. 2. Contract Price/Annual Fees. The tank shall receive an exterior renovation, interior renovation, PAX active mixer installation and repairs prior to the end of Contract Year 2. The first three (3) annual fees shall be $208,406.00 per Contract Year. The annual fee for Contract Year 4 shall be $18,469.00. Each anniversary thereafter, the annual fee shall be adjusted to reflect the current cost of service. The adjustment of the annual fee shall be limited to a maximum of 3.5% annually. All applicable taxes are the responsibility of the Owner and are in addition to the stated costs and fees in this Contract. A "Contract Year" shall be defined as each consecutive 12-month period following the first day of the month in which the Contract is executed by the Owner and each subsequent 12-month period thereafter during the time the Contract is in effect. For example, if a contract was signed by an Owner on April 17, 2012, Contract Year 1 for that contract would be April 1, 2012 to March 31, 2013, and Contract Year 2 for that contract would be April 1, 2013 to March 31, 2014 and so on. 3. Payment Terms. The annual fee for Contract Year 1, plus all applicable taxes, shall be due and payable upon execution of the contract. Each subsequent annual fee, plus all applicable taxes, shall be due and payable on the first day of each Contract Year, thereafter. (Note: Due to the length of time that it takes to perform the initial renovation project, it is possible that two (2) annual fees could fall within one budget year for the Owner). Furthermore, if the Owner elects to terminate this Contract prior to remitting the first three (3) annual fees, then unpaid balance of the first three (3) annual fees shall be due and payable within thirty (30) days of the Company's receipt of the Owner's Notice to Terminate. 4. Structure of Tank. The Company is accepting this tank under program based upon its existing structure and components. Any modifications to the tank, including antenna installations, shall be approved by Utility Service Co., Inc., prior to installation and may warrant an increase in the annual fee. Page 2 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 f • 5. Environmental, Health, Safety, or Labor Requirements. The Owner hereby agrees that future mandated environmental, health, safety, or labor requirements as well as changes in site conditions at the tank site which cause an increase in the cost of tank maintenance will be just cause for modification of this Contract. Said modification of this Contract will reasonably reflect the increased cost of the service with a newly negotiated annual fee. The work performed under this Contract is subject to prevailing wages, and the workers who are performing work under this Contract are to be paid no less than the prevailing hourly rate of wages as set by the appropriate authority. Any future work performed by workers under this Contract will be subject to the wage determination of the appropriate authority which is in effect when the work is performed. However, the Owner and the Company hereby agree that if the prevailing wage rates for any job or trade classification increases by more than 5% per annum from the effective date of this Contract to the date in which any future work is to be performed under this Contract, then the Company reserves the right to re-negotiate the annual fee(s) with the Owner. The Company and the Owner agree to re-negotiate the annual fee(s) in good faith. 6. Excluded Items. This Contract does NOT include the cost for and/or liability on the part of the Company for: (1) containment of the tank at anytime during the term of the Contract; except for the initial exterior renovation in contract year 2; (2) disposal of any hazardous waste materials; (3) resolution of operational problems or structural damage due to cold weather; (4) repair of structural damage due to antenna installations or other attachments for which the tank was not originally designed; (5) resolution of operational problems or repair of structural damage or site damage caused by physical conditions below the surface of the ground; (6) negligent acts of Owner's employees, agents or contractors; (7) damages, whether foreseen or unforeseen, caused by the Owner's use of pressure relief valves; (8) repairs to the foundation of the tank; (9) any latent defects of the tank or its components (i.e., corrosion from the underside of the floor plates or corrosion in areas not accessible to maintain); (10) other conditions which are beyond the Owner's and Company's control, including, but not limited to: acts of God and acts of terrorism. Acts of terrorism include, but are not limited to, any damage to the tank or tank site which results from unauthorized entry of any kind to the tank site or tank; or(11) Interior brush blast or full interior renovation after Contract Year 3. 7. Termination. The Owner shall have the right to continue this Contract for an indefinite period of time providing payment of the annual fees is in accordance with the terms herein. This Contract is subject to termination by the Owner only if written notice of intent to terminate is received by the Company ninety (90) days prior to the first day of the upcoming Contract Year. Notice of Termination is to be delivered by registered mail to Utility Service Co., Inc., Attention: Customer Service, P 0 Box 1350, Perry, Georgia 31069, and signed by three (3) authorized voting officials of the Owner's management and/or Commissioners. The Owner reserves the right to terminate this Contract based on non-performance of the Company. A minimum of six months from the date of the Owner notifying the Company is writing to discuss and alleviate any issues in regard to non-performance will be allowed. If resolution or a plan is not completed during this time, then the parties shall negotiate in good faith to determine whether the Owner is owed any fees for services not provided under this Contract. If the parties are unable to agree whether any fees are owed under this paragraph, and come to an agreement on the amounts and payment terms of any monies owed, then the parties shall arbitrate this matter in front of a mutually agreed upon arbitrator. Non-performance under this Section is_ defined as failure to provide annual reports, visual inspections, washout inspections, exterior overcoat renovations, or interior coatings touch-up work per the terms of this Contract. Page 3 of 5 ©2015 Utility Service Co., Inc. Rev.07/16 8. Assignment. The Owner may not assign or otherwise transfer all or any of its interest under this Contract without the prior written consent of the Company. If the Company agrees to the assignment, the Owner shall remain responsible under this Contract, until its assignee assumes in full and in writing all of the obligations of the Owner under this Contract. Any attempted assignment by Owner in violation of this provision will be void and of no effect. 9. Indemnification. THE COMPANY AGREES TO INDEMNIFY THE OWNER AND HOLD THE OWNER HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LIABILITY, AND EXPENSE IN CONNECTION WITH LOSS OF LIFE, PERSONAL INJURY, AND/OR DAMAGE TO PROPERTY BY REASON OF ANY ACT, OMISSION, OR REPRESENTATION OF THE COMPANY OR ITS SUBCONTRACTORS, AGENTS, OR EMPLOYEES. IN TURN, THE OWNER AGREES TO INDEMNIFY THE COMPANY AND HOLD THE COMPANY HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LIABILITY, AND EXPENSE IN CONNECTION WITH LOSS OF LIFE, PERSONAL INJURY, AND/OR DAMAGE TO PROPERTY BY REASON OF ANY ACT, OMISSION, OR REPRESENTATION OF THE OWNER OR ITS CONTRACTORS, AGENTS, OR EMPLOYEES. THE INDEMNIFICATION PROVIDED IN THIS PARAGRAPH DOES NOT AFFECT THE COMPANY'S LIMITATIONS OF LIABILITY SET FORTH IN OTHER PARAGRAPHS OF THIS CONTRACT. 10. Assignment of Receivables. The Company reserves the right to assign any outstanding receivables from this Contract to its Bank or other Lending Institutions as collateral for any loans or lines of credit. 11. Miscellaneous Items. No modifications, amendments, or alterations of this Contract may be made except in writing signed by all the parties to this Contract. No failure or delay on the part of any party hereto in exercising any power or right hereunder shall operate as a waiver thereof. The parties expressly warrant that the individuals who sign below are authorized to bind them. 12. Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings, and agreement relating to the subject matter hereof, whether oral or written. 13. Visual Inspection Disclaimer. This Contract is based upon a visual inspection of the Tank. The Owner and the Company hereby acknowledge and agree that a visual inspection is intended to assess the condition of the Tank for all patent defects. If latent defects are identified once the tank has been drained for repairs, the Owner agrees and acknowledges that the Company shall not be responsible to repair the latent defects unless the Owner and the Company renegotiate the annual fees. The definition of a "latent defect" shall be any defect of the Tank which is not easily discovered (e.g., corrosion of the floor plates, corrosion in areas not accessible to maintain, damage to the roof of the tank which is not clearly visible during the visual inspection, etc.). Page 4 of 5 ©2015 Utility Service Co., Inc. Rev.07116 r • This Contract is executed and effective as of the date last signed by the parties below. OWNER: COMPANY: Queensbury Water District Utility Service Co., Inc. By: By: el- -_,---- Title: Title: Vice President, Legal Print Name: Print Name: J. Shane Albritton Date: Date: November 9, 2017 Witness: Witness: b €42--A---- Seal: Seal: owlir►►//�� \•SsRV I CE C'''�ii gi SEAL 200 4i/int ` ` ,�```����a Page 5 of 5 ©2015 Utility Service Co., Inc. Rev.07/16