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HomeMy WebLinkAbout2011-099 ��i 911 Utility Service co . , inc . LIMITED Water Tank Maintenance Contract r R Owner : Indian River County Utilities Vero Beach , Florida Tank Size/Name : 3 , 000 , 000 Concrete G . S . T . — North County RO Tank Location : 7751 58th Avenue Date Prepared : March 7 , 2011 535 Courtney Hodges Blvd P . O . Box 1350 Perry, Georgia 31069 tel 478 -987 -0303 800-223 -3695 fax 478 -987-2991 www. utiltiyservice . com UtilityService Ce Q . T . � LIMITED WATER TANK MAINTENANCE CONTRACT This Contract entered into by and between the Indian River County Utilities , whose business address is Post Office Box 1750, Vero Beach , Florida 32961 ( hereinafter referred to as "the Owner" ) and Utility Service Co . , Inc . , whose business address is Post Office Box 1350 , 535 Courtney Hodges Boulevard , Perry , Georgia 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 3 ,000 ,000 gallon water storage tank located at 7751 58`h Avenue, Vero Beach , Florida 32961 ( hereinafter "tank") . L 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 2 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 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 Florida Department of Environmental Protection , the American Water Works Association , and the Society for Protective Coatings as to surface preparation and coating materials . D . A lock will be installed on the roof hatch of the tank. Page 1 of 4 2007 Utility Service Co . , Inc . Rev . 04/07 E . 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 . 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 current certificates of insurance coverage to the Owner . 2 . Contract Price/Annual Fees . The first three (3 ) annual fees shall be $ 17,201 . 00 per Contract Year; however, in Contract Year 4 and each third 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 % per annum . 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 , 2007 , Contract Year 1 for that contract would be April 1 , 2007 to March 31 , 2008 , and Contract Year 2 for that contract would be April 1 , 2008 to March 31 , 2009 and so on . 3 . Payment Terms . The annual fee for Contract Year 1 , plus all applicable taxes, shall be due and payable upon acceptance 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 ; however, beginning in Contract Year 2 , the annual fee can be paid either monthly, quarterly, semiannually , or annually . Owner shall circle the preferred billing frequency . If the Owner does not choose a preferred billing frequency, the Owner will be billed quarterly. 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 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 . Page 2 of 4 © 2007 Utility Service Co . , Inc . Rev . 04 /07 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 ) structural repairs or interior renovations as set forth in Paragraph 4 ; or ( 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 ; ( 1 I ) interior painting ; ( 12 ) any structural repairs to the concrete . 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 . , Attn : 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 . 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 . 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 . Page 3 of 4 2007 Utility Service Co . , Inc . Rev . 04/07 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 . This Contract signed this 19 day of April 2011 OWNER : COMPANY : Indian River County Utilities Utility Service o . , I c. COMti s . Bob Solari • * ; . N : Title : Chairman � '; fiitle : Senior Vice President ';?9• • . Qom,. Print Name : Bob Solari qCOU {V *Nos* Print Name : Michael J . Lewis MtYY .4 J .K . BARTON Witness CI- ER CIRCUI COURT Witness Seal : Seal : APPROVED AS TO FO AND LEGAL SUFFICIENCY BY L / • �eot ALAN S . PO ACKM H COUNTY ATTORNEY Page 4 of 4 2007 Utility Service Co . , Inc . Rev . 04/07