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HomeMy Public PortalAboutSuez - Water Tank Maintenance Contractsuee Utility Service Co., Inc. Water Tank Maintenance Contract Owner: City of Tybee Island Tvbee Island, GA Tank Size/Name: 150,000 Gallon Pedlsphere Butler and Second Street Tank Location: Butler and Second Street Date Prepared: June 9.2022 635 Gen Courtney Hodges Blvd P 0 Box 1350 Perry, GA 31069 Toll -tree: 855.528.4413 1 Fax: 478.987.2991 1 suez-na.com sue2 WATER TANK MAINTENANCE CONTRACT This Contract entered into by and between the City of Tybee Island, whose business address Is P.O. Box 2749, Tybee Island, GA 31320 (hereinafter referred to as "the Owner") and Utility Service Co., Inc., whose business address is 535 General Courtney Hodges Boulevard, P 0 Box 1350, Perry, GA 31069 (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 150,000 gallon water storage tank located at Butler and Second Street, Tybee Island, GA 31328 (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. Biennially, 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 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. D. The Company will clean and repaint the interior and/or exterior of the tank at such time as complete repainting Is needed. The need for interior painting is to be determined by the thickness of the existing liner and its protective condition. When Interior repainting is needed, 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. 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, Page 1 of 5 © 2020 Utility Service Co., Inc. Rev. 09/20 all products and procedures will be equal to, or exceed the requirements of the State of Georgia, the American Water Works Association, and the Society for Protective Coatings as to surface preparation and coating materials. E. A lock will be installed on the roof hatch of the tank. F. 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. G. 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. H. The Company will furnish current certificates of insurance coverage to the Owner. I. 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 lo 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. Contract Price/Annual Fees, The tank shall receive an exterior renovation, wet interior renovation, dry interior renovation and repairs prior to the end of Contract Year 1. The first three (3) annual fees shall be $95,754.00 per Contract Year. The annual fee for Contract Year 4 shall be $15,055.00 per Contract Year. 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 5% annually. All applicable taxes are the responsibility of the Owner to the extent allowed by law 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 automatic 12 -month renewal period thereafter during the time the Contract is in effect. For example, if a contract was signed by an Owner on April 17, 2019, Contract Year 1 for that contract would be April 1, 2019 to March 31, 2020, and Contract Year 2 for that contract would be April 1, 2020 to March 31, 2021 and so on for any automatic renewal. 3. Payment Terms. The annual fee for Contract Year '1, plus all applicable taxes, shall be due and payable upon completion of the initial exterior renovation, wet interior renovation, dry interior renovation and repairs. Each subsequent annual fee, plus all applicable taxes allowed by law, 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, Owner shall be responsible for the balance of costs for all work completed as of the date of termination but which costs have not been previously paid in full through payment of annual fees and such remaining sum shall be due and payable within thirty (30) days of the Company's receipt of the Owner's Notice to Terminate and Company providing an accounting of the outstanding balance. 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, 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 Page 2 of 5 02020 Utility Service Co„ Inc. Rev. 09/20 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 Owner is responsible for removing any coaxial cables and/or antennas prior lo the start of the exterior and dry -interior renovations. Owner is responsible for re -installing the coaxial cables and/or antennas post renovations. The parties agree that the Company's annual fees are based on the Owner's representation that the work to be performed under this Contract is not subject to prevailing wage requirements. The Owner agrees to notify the Company immediately, if the Company's work is (or will become) subject to prevailing wage requirements, so that the Company may submit revised amounts for annual fees. 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) payment of prevailing wages at any time during the term of the contract. 7. Force Majeure. If either party is prevented from performing any of its duties or obligations hereunder (other than duties or obligations with respect to payment) in a timely manner by reason or act of God or force majeure such as fire; war; earthquake; strike; lock -out; labor dispute; flood; public disaster; pandemic or epidemic event (to include but not limited to COVID-19); interruptions or delays in reasonably available means of transportation; acts of any government or its agencies or officers, or any order, regulation, or ruling thereof; equipment or technical malfunctions or failures; power failures or interruptions; or any other reason beyond its reasonable control, such condition shall be deemed to be a valid excuse for delay of performance or for nonperformance of any such duty or obligation for the period during which such conditions exist. 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. 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. Page 3 of 5 C 2020 Utility Seivice Co., Inc. Rev. 09/20 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 1N 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. THE INDEMNIFICATION PROVIDED IN THIS PARAGRAPH DOES NOT AFFECT THE COMPANY'S LIMITATIONS OF LIABILITY SET FORTH IN OTHER PARAGRAPHS OF THIS CONTRACT. 11. 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. 12. 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. 13. Remote Operated Vehicle Inspection Disclaimer. This Contract is based upon a remove operated vehicle inspection of the Tank. The Owner and the Company hereby acknowledge and agree that a remote operated vehicle 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.). 14. 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. • Page 4 of 5 Q2020 Utility Service Co., Inc. Rev. 09/20 This Contract is executed and effective as of the date last signed by the parties below. OWNER: COMPANY: City of Tybee, GA Utility Service Co., Inc. By: By: v i Title: zlial Title: Chief Operating Officer Print Name: ,5--2';Yl Print Name: Jonathan Cato Date: O q./5- 2 ozz_ Date: Witness: Witness: Seal: cr 1.1 1 Is August 4, 2022 Seal: yCi Asat. S 9 II 0 frol!i F. Page 6of5 ® 2020 Utility Service Co.. Inc. Rev. 09120 c nU econa and 6upersueet Tan CONTRACT ADDENDUM FOR CITY OFTYBEE ISLAND AND Notwithstanding any other provision oldie agreement and/or any other addendum to the agreement, the parties agree that the provisions of the contract attached hereto are modified, cancelled or removed to the extent inconsistent with the provisions of this addendum: 1, In all instances the provisions of O.C.G.A. 36-60-13 shall control such that any obligation on the part of the City shall cease without condition in the absence of renewal at the end of the fiscal year or calendar year as applicable. 2. The contract is limited to a twelve-month term subject to automatic renewals. 3. There is no obligation on the part of the City to indemnify any other party, including any other contracted patty, as such provisions are not valid under Georgia law. 4. The provisions and performances under this agreement and addendum shall be governed by the laws of the State of Georgia and any applicable federal law. Any and all disputes which might arise under the terms of the agreement, the addendum or the transaction between the parties shall be resolved in the states and federal courts located within Chatham County in the State of Georgia, including, but not limited to, the US District Court for the Southern District of Georgia, Savannah Division. 5. The City of Tybee Island does not waive the right to trial by jury on any dispute. 6. The City does not authorize the use of its name or logo in any contracting party's marketing or promotional activities in the absence of a specific authorization following the contracting party's making such promotional or marketing activities known and available to the City. The City shall have 10 days following the receipt of such information or material within which to approve or disapprove the use of its name or logo and the failure to the City to respond that such promotional or marketing is permissible, it shall be deemed a rejection and the use shall not be permitted, 7, For any insurance requirement iinposed upon the City, the City may satisfy its obligations by having coverage with the Georgia Interlocal Risk Management Program. VENDOR CITY oJf)' 13E1; ISLAND,/OEORGIA 13y: ,rte Jonathan Cato / 7 7 m c2 Printed Name Date COO Title 572,572.000,rorms - Contract Addendum August 4, 2022 Date Attest: