Tristan Harris, Mayor Chris Witt, Vice Mayor James Manspile Marlon Rickman James Eubank  BUC  Buchanan Town Council Monday,January 8, 2024 Regular Meeting 7:00 p.m. Council Chambers 19753 Main Street Buchanan, VA 24066  1811 AGENDA  Conference call-in option: 701-802-5423 Access Code:3474425  A. ROLL CALL AND ESTABLISHMENT OF QUORUM  B. MOMENT OF SILENCE  C. PLEDGE OF ALLEGIANCE TO THE U.S. FLAG  D. SWEARING IN OF ELECTED COUNCIL MEMBERS BY BOTETOURT  COUNTY CLERK 1. Swearing in of] Rose. Jeter 2. Swearing in ofl Marty Rickman E. CONSENT AGENDA 1.1 Financial Reports December, 2023 2. Approval of Paid Bills 3. Minutes  F.AWARDS, RECOGNITIONS AND PRESENTATIONS  G. ( CITIZEN COMMENTS AND PETITIONS REGARDING AGENDA ITEMS This time is reserved for comments and questions fori issues listed on the agenda.  Comments should be directed to Council.  H. NEW BUSINESS/ACTION ITEMS/PUBLIC HEARINGS  1. Water & Wastewater Operations Contract (Inboden)  2. Council Chooses Vice Charman  I. Reports  1. StaffMonthly Reports  i. ii. ii.  Town Clerk Town Treasurer Town Manager  J. CITIZEN COMMENTS AND PETITIONS REGARDING NON-AGENDA ITEMS. This time is reserved for comments and questions for issues not listed on  agenda. Comment should be directed to Council.  1    Tristan Harris, Mayor Chris Witt, Vice Mayor James Manspile Marlon Rickman James Eubank  Buchanan Town Council Monday,January 8, 2024 Regular Meeting 7:00 p.m. Council Chambers 19753 Main Street Buchanan, VA 24066    Conference call-in option: 701-802-5423 Access Code:3474425  K. 4 ADDITIONAL COMMENTS L. UPCOMING MEETINGS AND EVENTS  Town Council Meeting - Monday, December 11, 2023-7 7:00pm Christmas Luminaries - Sunday, December 24, 2023-5:30pm Planning Commission - Tuesday, January 2, 2024-7 7:00pm Council Retreat - Saturday, January 6, 2024 -1 10:00am Epiphany Bonfire - Saturday, January 6, 2023 -TBD Town Council Meeting- Monday, January 8, 2024-7:00pm Flood Resilience Plan Meeting Wednesday, January 109,2024-7:00pm  M. ADJOURNMENT  2    38888888 0000000  8888 000c  88  88888888 0000666  8888 000o  88 0o  88  8888  88888888 30000000  8888 0000  881 0o  00  0    88 o  888888888888  8888 0000  888888888888 00608000600 8888  0  0ooo  3R88888888  0 008 8885 888  888888888888 0000000 8888  0000  388888888880  00000000 8888 0  0o0o    888 000  888888 000000  8888 000o  88888 00000  o o 888 0oo  888888 060600  8888 o 0000  8 o  88888 00000  8881 0oo  8888 0000  88888  888 000  888888 000000  8888 0000  88888 0000o  888 00o  888888 o 8888 0 606600  0000  88888 000o  8    0 8888888888888888 000000000000000  8888 0000  88 8888888888 0o 0000000000  8888 0o0o  500  BEEES 88 10 cwirr  88 8888888888 666666oc000  8888 0ooo  688    e  88 8888888888 o 36606000000000  88  88 0o  88 8888888888 0o 6600660000000000  888 0oo  80888NEB oogss C  88 3888888888888888  888 0oo  88R8888888  888 00o    88888888888888 888 000000000 000  88888888888888 888 3606660060000 00o  88888888888298888  000000y  8BB8BBBBEB8EE 888 000000000 0oo  388888888888R88888  3300308806 B    8888 0000  888888 8888 066600 0ooo  888 00o  0  8888 0000  088888 8888 000000 0000  888 000  880 000  8881 000  8888 0000  888888 88881 666600 oooo  888  88888888888 0000800000  8881 0oo  J    M    88888888 60666000  888 000  88 00  8888 0o0o  d0 o 888 00o  8888888888 9000000000  888 00o  888 0oo  88 C  M  8888 0000  8888 0o0o  8888888888 0000000000  888 000  8881 00o  888 000  88 a  8888 000o  888 080  8881 0 888 00o  88  0oo    88 0o  88  o  8888 0000  88 o  8888 0o0o  888 00o  0  88888888 o 88881  8881  0000000  000o  000  88  88888888 88 000  888  88  8888 0000  888 00o  88888888 06666600  8888 000o  8881 000  888 000  8888 0ooo  de  88888888  88881 000o  888 0oo    888 8888888 000 6660666  888 00o  88888888888888888888 00000000006066666666 888  8 88 00o 881 o 0o 0o  888888888888 006009  888 888  88888888888888888888 0000000c66666606 888  00o 88  88888888888888888888 9008 0000000000000rc 888  ou    0  88888 00000  88  5  d0  88888888888  888888888 000000000  888888 o o 000000  8888888 000004  888888888 000000000  888888 000606  0  d8  88888888888 6006060000  888888888 00000000  888888 0 006066  88888888888  888888888 > G6do6odod  888888 0660oo    5 8 88 0o  0  88888 0000o  88 o  888 00o 8888 000o  88888 00000  888888888 d6o66o6do  888 000 88881 000o  88888 00000  388888888 ogs  : 10  88  888 - 000 88881 000o  88888 00000  888888888 000000000  60  888 0oo 8888 0000  88888 0000o  888888888 Googdoos    88 88 888 88 888888888 0 00 00o 0o 000060060  388888888888888888 000000000000064  88 0o  88 a  388888888888888888  00000006600    888888 060000  888 00o  888888888888 000000000000  8888 000o  88 0o  38884888888 5o66666  8888  6e  888888888888 000000000000  88  8888 0000  88 0o  88888888888 008o8 0000  8888 0000  88 00    88 0o  88888888888888888 0000000000000000  88 0  388888888888888888  88888 00000  88888 00000  388888888888888888  88888 00000  oo o  88888 0o00o    888 doo  888 88 00o 0o  888 000  888888 000000  38888888888BB8  888888888 00000000    88888  388588888  000  8888888888888888888888888888  888888888 000000000  0  38888888808888  888P88888 306806660  0000  000    88888 00000  8888 888 d8 000o 00o  888 00o  8888888888888  8888888 0000000  8888888 0666666  88888888888888  8888888 6666660  00000006  358888B888688B: 68888  8888888 0666600  46 000000g 000000    8888888 8888 6666600 0o0o 8 8 0oo  888  888 000  88  888888888888888888888 000000000000006  888888888 00000000  888888 000000  388888  8888 8  888288888 docygodoo  588888 50000  3888888888888  888888888 300066666  888888 060600  3888888888888888888888  888888888 008 5000o  88888 0660o  0000000000    888 000  888 d0 doo  88  3888888888 000000000  88888888888 90000000000  88 0o  888898888888888  88  66666666  88888888888 90000000000  88 0o  8888888888 000000000000000  88888888888 dodoooooos  88 0o  8888888888  88888888888 6600000000  88 0    88 o  o o o 8888 888 000o 000  888888 000000  8888888 3000000  888 00o  888888 o 8888888 d  888 000  28881 0000  8881 o 000  000000  6060606  o  888888 000000  8888888 6666606  8881 000  8888 000o  888 00o  d0  888888 o 8888888 o  8881 00o  88881 o 8881 o dooo  00000o  6666666  0oo    8888 000o  88881 do0o  88  8888 000o  8888 0ooo    B lyr  Town of Buchanan npodenEnwronmentaServces.ne IESH  CONTRACT OPERATIONS & MAINTENANCE. AGREEMENT  5790 Main Street, Mt.. Jackson, VA 22842  1(800)648-1010  Fax( (540)477-3360  Agreement  This Operation - Maintenance. Agreement ("Agreement") is made effective this day of State of Virginia, having offices at 57901 Main Street, Mt. Jackson, Virginia 228421 hereinafter called ("TES"), and the Town of] Buchanan, with its administrative officel located at 19753 Main St., Buchanan,  by and between Inboden Environmental Services, Inc., a corporation oft the  VA24066, hereinafter called ("TOWN").  RECITALS  1. 2.  TOWN desires to engage IESt toj provide oversight contract operations andi utility management services for the TOWN owned Wastewater & Water Treatment System, asi morei fully described herein andi in accordance with the terms and conditions ofthis Agreement. IES desires toj provide services to' TOWNi in accordance with the terms and conditions ofthis NOW, THEREFORE, IN CONSIDERATION OF THEI MUTUAL COVENANTS AND. AGREEMENTS  Agreement.  HEREIN CONTAINED, THEI PARTIES DO. HEREBY AGREE. ASI FOLLOWS: Thef following definitions are for the purpose oft this Agreement:  DEFINITIONS  Facilities- The TOWN Wastewater & Water Treatment! Facilities locatedi in Buchanan, VA Services Performance ofs services for Operation- - Maintenance of Wastewater & Water Treatment Facilities; 8b hours per day, 7-day per week, pursuant to this Agreement  ARTICLE1-S SCOPE OF SERVICES terms and conditions set forth) herein. ARTICLEZ-TOWN. RESPONSIBILITIES  Scope of Services set forthi in attached Exhibit A, is tol be made aj part hereof andi in accordance with the  TOWN shall provide. IES with the items and assistance set forth inl Exhibit B, attachedl hereto and madea  part! hereof.  ARTICLE3-COMPENSATION AND) PAYMENT  3.1 IES, shall render services herein and' TOWN shall payl IES compensation set forthi inl Exhibit C, attached hereto andi made aj part hereof, ina accordance with the payment provisions set forth  therein.  1  26432/2/9998798v1    Town of Buchanan  CONTRACT OPERATIONS & MAINTENANCE AGREEMENT 3.2 IES willi invoice TOWN: fori the Servicesi ina accordance with the provisions ofl Exhibit C. IES invoices shall bej paid by' TOWN within 30 days ofreceipt thereoft by TOWN. No payment tol IES shall be withheld by TOWN fora any reason while IES is providingt the Services. 3.3 TOWNS shall payi interest at the rate of one and one-half percent (1-1/2%) peri month on any amounts not] paidi in accordance witht thep payment] provision ofthis Agreement. IES'srightt to interest on any unpaid amounts shalll bei in addition to any and all other rights IES has pursuant to 3.4 Each oft the prices provided under this Contract shall escalate by the current CPI, but not less than 1.5% ont the anniversary date ofe each year oft thel baset term or any additional term.  this Agreement and applicable law.  ARTICLE4-OWRERSHIT OF FACILITY  4.1 Notwithstanding anything contained in this Agreement, TOWN: shall be andi remain the owner of the Facility and any capital additions made thereto andj paid for directly by TOWN. 4.2 Equipment, vehicles, and all other property provided by IES or purchased and used by IESi in order to provide the Services shall remain the property ofIES. ARTICLES-A AUTHORIZED REPRESENTATIVES  Thei followingi individuals are the authorized: representatives ofl IES and' TOWN, respectively, to execute  this Agreement. IES:  Mark E.1 Inboden General Manager Inboden Environmental Services, Inc. 57901 Main Street Mt. Jackson, VA 22842 George Hayfield Interim Town) Manager Town of] Buchanan 197531 Main St. Buchanan, VA 24066  TOWN:  Thej parties must provide written notice of any changes tot the authorized representatives in advance of such  change. ARTICLE6-TERM  6.1 This Agreement shall become effective when signed by the authorized. representatives ofb both parties hereto. IES shall commence providing the Services on January 1,2024. This Agreement shall remain ine effect unless extended or terminated as] provided herein sol long as TOWN provides payment tol IES, ina accordance with this Agreement, until December 31, 2024. 6.2 This Agreement may be renewed for subsequent one (1) year terms, ifthe Town gives notice to IES atl least thirty (30) days prior tot the termination date ofi its desire tor renew the. Agreement.  ARICLET-LIMITATION OF LIABILTY  Notwithstanding any other provisions of this Agreement, IES's total liability to' TOWN: for anyl loss or damages from claims arising out ofori in connection with this Agreement from any causei including IES's strict1 liability, breach ofo contract orj professional: negligence, errors and omissions shall not exceed the proceeds ofIES's liability insurance required under this. Agreement. Ini no event shall either party be liable  2  26432/2/9998798v1    Town of Buchanan  CONTRACT OPERATIONS & MAINTENANCE AGREEMENT  tot the other for special, indirect, incidental, or consequential damages whether or not:  foreseeable att the time oft the commencement oft the work. AKTGE-AFTLCARLELAW thel law oft the Commonwealth of Virginia. AKICIEY-AISICAMENT subsidiary of] IES.  such damages were  Thei interpretation and enforcement oft this Agreement is tol be governed and construed in  accordance with  This Agreement may not be assigned by IES, eitheri in whole ori inj part, without the prior written consent TOWN, except that TOWN's consent shall not be required for any assignment by IESt toay wholly owned of  ARTICLE: 10-STANDARD OF CARE  IES will provide the Services to' TOWN under this Agreement in accordance with Facilities Manuals and generally acceptedi industry standards as applied tos similar  the projects performed under similar  O&M  conditions.  AKTCIEII-INSURANCE  IES shall maintain ati its own expense Worker's Compensation, Comprehensive General Automobile Liabilityi insurance policies for the duration oft this Agreement int the: following Liability, amounts: and  Type ofl Insurance Workers' Compensation Employer's Liability Comprehensive General Liability Automotive Liability (Auto) Combined Bodily Injury and Property Damage policies.  Limits ofLiability Statutory Workers' Compensation $100,0001 Employer Liability $2,000,000 each occurrence $1,000,000 each accident or loss AIl Vehicles covered; hired car andi non-owned: autos  Ifrequested by the' Town, IESS shall include the Town as an additional insured on anyl liability insurance  ARTICLE 12-CHANGES  TOWN may request changes in the services within the general scope of the. Agreement int the' Work and Services (as described in the SCOPE OF SERVICES) tol be performed. All changes tot this Agreement must bei in writing and signed by thel Parties. Ifanys such changes cause: ani increasei in IES's costs and/or increase the timei required for, or the nature of, performance oft the Agreement, IES shall SO1 within thirty (30) days ofreceipt oft the change order notification, an equitable adjustment shalll notify be madei in IES's Compensation and the. Agreement shall be modified bya a Change Order signed by] IES and TOWN. 13.1 Termination For] Default. Either party (the Termination Party") may terminate this the other party (the "Breaching Party") failst toi fulfilli its obligation under the Agreement Agreement no fault oft the Termination! Party, provided that the followingi procedure is strictly adhered through to.  TOWN  ARTICLE 13-TERMINATION  if  26432/29998798v1  3    Town of Buchanan  CONTRACT OPERATIONS & MAINTENANCE AGREEMENT 13.1.1 The Terminating Party must give thel Breaching Party written notice settingf forthi in detail the alleged deficiencies anda ai reasonable opportunity to cure, but not to exceed 30 days, in accordance 13.1.2 Ifthe deficiencies are not cured within the time specified, the Terminating Party shall advise the Breaching Party oft the default bys sending written notice (al Notice of Imminent Default) which shall set fortha a description ofthe deficiencies constituting breach oft the. Agreement. In the event ofa default andi ina addition toi the right of termination, the non-breaching party shall have all other  with provisions oft this Article.  remedies available: under law.  13.1.5 The Town shalll be ablet to terminate this Agreement without cause upon giving written notice to  IES, of thei intention tot terminate, ofatl leasts sixty (60) days.  ARTICLE 14-1 INDEPENDENT CONTRACTOR  At all times during the term oft this Agreement, IES: shall be considered ani independent contractor to TOWN: andi in no event shall the employees ofIES be considered or solicited tol be employees ofTOWN. IES: shall maintain records ofthe operation andi maintenance oft the Facilitiesi in accordance with the Services described herein fora aj period of5s years from completion ofs services. Such records shall be made available for TOWN'si inspection at all reasonable times during normal daylight office hours and upon twenty-four hours advance notice to IES. These records shall be maintained att thel Inboden offices at 5790  ARTICLE 15- - RECORDS  Main Street, Mt.. Jackson, Virginia 22842. ARTICLE 16-DELAYS  IES shall not be liable for delays in or failure tol perform its services caused directly ori indirectly by the following Forcel Majeure events: () acts ofGod, (ii) fire, flood, unusually severe weather, (iri) war, sabotage, terrorism, (iv)! pandemic, (v) or others similar circumstances beyond IES's reasonable control. TOWN recognizes that delays relating to thej processing of permit applications, the approval of permits, and the review and approval of! plans by regulatory agencies arel beyond the control ofIES. In the events any delay ori interruption ofs services caused by circumstances beyond IES'sr reasonable control impacts ont the cost or time toj perform the Work, the Contract Price and Project Schedule shall be equitably adjusted. All disputes between thel Parties arising under this Article shalll ber resolved ina accordance with. Article 17,  Disputes.  ARTICLE: 17-DISPUTES  Int the event ofa dispute between TOWN and IES arising out oft this Contract Agreement, the dispute shall 17.1 All claims, counterclaims, disputes and other matters in question between thej parties which arise from this Agreement shall bei resolved through. Arbitration tol be conducted in accordance with the rules oft the American Arbitration. Association. Shall thej parties not be able to agree upon: as single Arbitrator within 21 days ofa demand for such, they each shall identify an Arbitrator, and the two designated. Arbitrators shalli ini tum choose at third. The decision oft the majority oft the Arbitrators so chosen shall control. Thej parties' costs in this proceeding shall be the subject of award by the Arbitrators, who shall retain the discretion to apportion them ast they deem appropriate. This  ber resolved bys submission to Arbitration as described! below.  4  26432/2/9998798v1    Town of Buchanan  CONTRACT OPERATIONS & MAINTENANCE AGREEMENT agreement to arbitrate, and any other agreement to consent to arbitrate entered into in accordance herewith as provided in this paragraph, willl be specifically enforceable under the prevailing law of any court havingjurisdiction over the parties. The requirement ofarbitration: shall not] prevent any party from obtaining equitable relieft to protect itsi interests prior to the resolution oft the dispute by 17.2 Notice of demand for Arbitration must be filed in writing with the other parties tot this Agreement. The demand must bei made within ai reasonable time after the claim, dispute or other matteri in questionl has arisen. In no event may the demand for Arbitration be made afteri institution ofl legal or equitable proceedings based on such claim. Dispute or other matter inc question would bel barred 17.2.1 No Arbitration arising outo of, or relating to, this Agreement mayi include, by consolidation, joinder or in any other manner, any person or entity who is not aj party to this Agreement without the 17.2.2 By written consent signed by all the parties to this Agreement and containing a specific reference hereto, the limitations and restrictions contained in Articles 17.2.2 and 17.2.3 may be waivedi in whole ori inj part as to any claim, counterclaim, dispute or other matter specifically describedi in such consent, No consent to Arbitration ini respect ofas specifically described claim, counterclaim, dispute or other matter in question will constitute consent to arbitrate any other claim, counterclaim, dispute or other matter in question whichi is not specifically described ins such consent or which is with any party not specifically describedl herein. 17.2.3 The award rendered by the arbitrators willl bei final, not: subject to appeal and judgment may be entered upon iti in any court having jurisdiction thereof.  arbitration.  byt the applicable statute ofl limitations. written consent oft the parties.  ARTICLE! 18- INDEMNIFICATION  IES shalli indemnify the' TOWN for any negligent acts or omissions by IES andi its personnel occurring  during thej performance of the Services under this. Agreement. ARTICLE1 P-NONDISCRMINATION IN EMPLOYMENT  Intentionally Omitted.  IES: agrees and hereby certifies thati inj providing the services hereunder, its shall not discriminate against any employce or applicant because ofr race, color, religion, age, sex or national origin. To the extent applicable, IES shall abide by provisions ofa all: applicable governmental laws andi regulation pertaining to non-discrimination, including, butr not limited to, Executive Orders 11246 and 11141 (Equal Employment Opportunity); 41 CFR 60-741.4 (Employment oft thel Handicapped); 41 CFR 60-250.4 (Employment of Disabled Veterans and Veterans oft the Vietnam era); regulation regarding Utilization of Small) Business Concerns and Small Disadvantaged. Business Concerns; regulations regarding utilization ofI Labor Surplus  Area concerns; and regulations regarding Women-owned: Business Concerns. ARTICLE: 20-5 SOCIAL SECURITY AND WAGE TAXI LIABILITY  To the extent applicable, with respect to all persons at any time employed by, or ont the payroll of] IES in performing any services directly ori indirectly under this Contract, IES accepts full and exclusive liability for payment ofs all contributions or taxes for unemployment: insurance and old ager retirement: and other benefits, pension or annuities, and wage ori income taxes for unemploymenti insurance and old age retirement and other benefits, pensions or annuities, and wage ori income taxes, now or hereafter imposed by the United States, and any state or political subdivision thereof, however the same measured.  5  26432/2/9998798v1    Town of Buchanan  CONTRACT OPERATIONS & MAINTENANCE AGREEMENT ARTICLE21-FAIR: LABOR: STANDARDS. ACT AND SERVICE CONTRACTACT To the extent applicable, IES warrants, in connection the services provided hereunder, its compliance with all applicable requirements oft thel Fair Labor Standards Acta and/or the Service Contract. Act, as amended, and ofr regulations and orders oft thel United States Department ofLabori issued thereunder.  ARTICLE22-S SEVERABILITY  Any provision or part thereof this Contract heldt tol be void or unenforceable under anyl law or by any arbitration panel shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon thej parties. The parties may reform or replace such stricken provision or part thereof witha valid and enforceable provision which expresses the intent of the stricken provision.  ARTICLEZ3-ENTIRE AGREEMENT  This Agreement contains the entire understanding of the parties with respect to the subject matter) hereto and there are no verbal understandings, statements, ors stipulations bearing upon the meaning or effect of this Agreement. This Agreement may only bei modified or amended, by written instrument executed by IN WITNESS WHEREOF, the parties have caused this Agreement tol be executed by their duly authorized  both parties, except as may be otherwise provided herein,  representatives. BY: NAME: DATE:  Town of Buchanan ("TOWN") George Hayfield,  Inboden Environmental Services, Inc.  ("TES")  BY:  NAME: Mark E. Inboden TITLE: General Manager DATE:  TITLE: Interim Town) Manager_  6  26432/2/9998798v1    Town of Buchanan  CONTRACT OPERATIONS & MAINTENANCE AGREEMENT  EXHIBIT A SCOPE OF SERVICES  Inboden Environmental Services, Inc. (IES) agrees toj perform operation andy preventative maintenance of the water and wastewater treatment: facility hereinafter referred to as the "Facilities." These services include operations in accordançe with the Operation. Permits. The operation frequencyi is described in 1. IES wills stafft the Facilities with appropriate personnel experienced in treatment facility process controlj procedures. IES: shall furish the level of manpower needed toj provide proper treatment andj process control. IES will provide all wages ands salaries for IES assigned personnel. IES willj provide the proper liçensed operators tor meet the permit requirements for botht thev water and wastewater facilities and meet with inspectors or auditors to answer questions about reporting 3. IES will pay expenses asi required for the normal operation ofthe Facilities whichi include:  EXHIBITC1.a:  2.  and thel Facilities  1) personnel costs for alll IES staff  2) vehicle suitable fort transporting equipment and] IES operators IES willj provide back-up andj professional support ini the: area of process control, maintenance management, labor relations, and start-up procedures thati it deems necessary for the management IES willj provide' all sampling and on-site laboratory testing. The' TOWN will order andl has contracted: fori the testing and supplies with another third party vendor. IES personnel, using approved procedures, will perform sampling for the water and wastewater treatment facilities. On-site sampling and testing includes pH, MLSS, and Settable Solids. Off-site laboratory samples include TSS, BODs, and E. coli. The' TOWN will utilize the services ofanother third party to analyze off-sitel laboratory samples. Onlyi ifrequested by the' TOWN, the Off-site laboratory samples willl be collected and delivered tol IES's] Laboratory for analysis.. Any variations from this arrangement willl be donel by and authorized by the TOWN.: Nothing willb be 6. IES will prepare, sign, submit andi maintain all monitoring and operating reports and send by email a copy to the TOWN: as well asl keepi iti in the' TOWN'S: filing system which shall remain the 7. IES will provide the necessary records for the operation of thel Facilities and deliver them tot the IES: agrees to properly secure the Facilities within the limit of existing security devices as provided by TOWN. IESi isi not responsible for' TOWN employees andi its agents in securing the 9. IES: agrees to answer questions and to advise TOWN of ongoing operations of the facilities. 10. IES: agrees to assist TOWN with enforcement ofa any equipment warranties and guarantees at the 11. IES shall advise TOWN of capital improvements thata are needed. They mayi include: major rehabilitation or overhaul ofe equipment, replacement ofe equipment ori improvements: required for  4. 5.  and operation of thel Facilities covered byt the. Agreement.  done without the' TOWN'S prior approval..  property oft the TOWN.  TOWNt tol keep onsitei int the TOWN'S records.  8.  facilities.  Facilities and maintain all warranties ont thei new equipment.  7  264322/9998798vl    Town of Buchanan  CONTRACT OPERATIONS & MAINTENANCE AGREEMENT the operations oft the Facilities in accordance with permit requirements or sludge disposal 12. IES will submit to TOWN on ana annual basis recommendation for capital improvements, ifany, to bej provided by TOWN toj provide continued treatment within permit standard.  requirements.  26432/2/9998798v1  8    Town of Buchanan  CONTRACT OPERATIONS & MAINTENANCE AGREEMENT  EXHIBITB TOWNI RESPONSIBILITIES  1. 2.  TOWN: shall maintain all easements, license and equipment warranties fori the mutual benefit of TOWN: shall purchase andi insure that standard insurance policies are maintained including IES shall have nol liability to TOWN with respect tol bodilyi injury, loss, damage and destruction to thel Facilities covered by such policies ori in excess ofs such policies, nor shalll IES be liable to TOWN ori its insurance carrier for subrogation right for payments made through thep policy or any damage. Thej provisions oft this paragraph do nota apply wheret thel loss, damage, and destruction were caused by negligent acts ofo omissions ofI IES, its employees, subcontractors ora agents. TOWNS shall be responsible for the grounds keeping of all utility property thati is to bei managed. TOWN: shallj provide all chemicals and others supplies needed to effectively operate and control the TOWN shall bear all costs for off-site testing through its chosen contractor or vendor.. Wastewater testing includes, buti is not limited to, Off-sitel laboratory parameters; including TSS, TOWN: shall provide all existing safety equipment, such as SCBA, safety haress, safety tripod TOWN shall provide transportation and approved disposal site for screenings, grit ands sludge Should) Facilities' hydraulic, organic, microbial presence and/ori inorganic loading exceed treatment plant design parameters and treatment capabilities or should the influent or raw water to the treatment, plant contain contaminants which violate Ordinances orl Regulations, IES shalli ini no way be responsible for associated effluent or finished water characteristics or damages associated therewith. IES: shall advise' TOWN oft the abnormal situation and recommend an action plan. IES agrees to return facilities effluent to permitted limits with 30 days after influent returns to the  both parties.  extended coverage to thei fulli insurable value oft thel Facilities.  3. 4. 5. 6. 7. 8. 9.  TOWN: shall provide all utilitiesi including water, electrical, etc.  treatment processes.  BODs, Nitrogen and other special testing as needed. etc. and existing toois and equipment. disposal at no cost tol IES.  acceptable limits.  26432/2/9998798v1    Town of Buchanan  CONTRACT OPERATIONS & MAINTENANCE AGREEMENT  EXHIBITC COMPENSATION  1.  DAILY OPERATING FEE  a) TOWN shall pay IES and operating and utility management: fee of$14,999.55 per month for 8-hours/day operations, 7-days per week as defined int this Agreement, with adjustments and additions as contained! herein, based on: as starting date of_ August 1, This fee: shall be payable and due within 30 days of receipt ofi invoice. IES willi invoice eachi month fort thej previous month operations, commencing on the date on which IES assume responsibility for operation oft the Facilities, and continuing until thec contract expires with adjustments as contained herein. For any portion ofa full operation month,  2021  the fee shall bej pro-rated appropriately.  2.  ADJUSTMENTS AND ADDITIONS TOI MONTHLY OPERATING FEE  Maintenance- replacement, repair, upgrade, new installation, inspections, leak repairs are outside thes scope ofnormal operation. Maintenance outside the scope of preventative andi routine maintenance (normal operation) shalll bei invoiced separately and based on time andi materials needed for thej job. Ani invoice will bej provided, detailing all work performed ands shall bej payable by TOWN within 30 days of receipt. b) Optional IES-provided: Laboratory testing as set: forthi in Exhibit. A,5;B,6. This is Optional and only with prior direction and written approval from the' TOWN  BOD (wastewater) TSS (wastewater) E.coli (wastewater) Bacteriological (water)  $36.00 $19.00 $58.00 $52.00  C) The TOWN is purchasing its own testing materials, and IES will provide ample notice for items ands supplies to be ordered. Any chemicals, materials, ands supplies IES purchases for this contract willl have a cost plus 20%1 mark-up; chemicals, materials, ands supplies willl be billed on a monthly basis. Ani invoice will detail all expenses IESi incurred during thep previous month and shall be payable by TOWN within 30 days of receipt. General Labor by IES willl bel billed at al rate of$80.001 hr/person during normal business Or$100.001 hr/person during hours outside "normal business hours". Specialized outside labor or repair work will be charged andi invoiced att their. hourly rate. Consulting! Labor will bel billed ata ai rate of$120.001 hr/person during normal business Engineering) Labor willl bel billed ata as rate of$210.001 hr/person during normal business  hours.  (8:00. AM-4:001 PM; Monday-Friday)  hours. (8:00 AM-4:001 PM; Monday-Friday) hours. (8:00. AM-4:001 PM; Monday-Friday)  10  264322/9998798v1    A 3yr  Town of Buchanan OTSSrE IESH  CONTRACT OPERATIONS & MAINTENANCE AGREEMENT  5790 Main Street, Mt.. Jackson, VA 22842  1(800) 648-1010  Fax (540)477-3360  Agreement  This Operation - Maintenance. Agreement ("Agreement"): is made effective this day of State of Virginia, having offices at 57901 Main Street, Mt.. Jackson, Virginia 22842 hereinafter called ("TES"), and the Town of] Buchanan, withi its administrative office located at 19753 Main St, Buchanan,  bya and between Inboden Environmental Services, Inc., a corporation oft the  VA24066, hereinafter called ("TOWN").  RECITALS  1. 2.  TOWN desires to engage IESt toj provide oversight contract operations and utility management services fori the' TOWN owned Wastewater & Water Treatment System, as more: fully described herein andi in accordance with the terms and conditions oft this Agreement. IES desires toj provide services to TOWNi in accordance with the terms and conditions oft this NOW,THEREFORE, IN CONSIDERATION: OF THEL MUTUAL COVENANTS AND. AGREEMENTS  Agreement.  HEREIN CONTAINED, THE] PARTIES DO: HEREBY AGREE ASI FOLLOWS:  DEFINITIONS  Thei following definitions are: for the purpose of this Agreement:  Facilities - The TOWN Wastewater & Water Treatment Facilities located in Buchanan. VA Services Performance ofs services for Operation Maintenance of Wastewater & Water Treatment Facilities; 8hours per day, 7-day per week, pursuant to this Agreement  ARTICLEI-SCOPE OF SERVICES terms and conditions set forthl herein. ARTICLE2-TOWN. RESPONSIBILITIES  Scope of Services set forthi in attached Exhibit A, is to be made aj part hereof and in accordance with the  TOWN: shall provide IES with the: items and assistance set forth in Exhibit B, attached hereto and madea  part hereof.  ARTICLE3- COMPENSATION, AND PAYMENT  3.1 IES, shall render services. herein and' TOWN shall pay IES compensation set forth in Exhibit C, attached! hereto and made aj part] hereof, in accordance with thej payment provisions set forth  therein.  26432/2/9998798v1    Town of Buchanan  CONTRACT OPERATIONS & MAINTENANCE AGREEMENT 3.2 IES willi invoice' TOWN fori the Servicesi in accordance witht the provisions of Exhibit C. invoices shall bej paid by' TOWN within 30 days ofreceipt thereofby TOWN. No payment IES to shalll be withheld by TOWN: for any reason whileI IES is providing the Services. 3.3 TOWN: shall payi interest att thei rate of one and one-halfp percent (I-1/2%) perr month on amounts not] paid in accordance with thej payment provision oft this Agreement. IES's any to interest on any unpaid amounts shall bei in addition to any and all other rights IESI has pursuant rightt to 3.4 Each of thep prices provided under this Contract shall escalate byt the current CPI, but not less than 1.5% ont the anniversary date ofe each year oft the base term ora any additional term.  IES  this Agreement and applicable law.  ARTICLE4-OWNERSET OF FACILITY  4.1 Notwithstanding anything contained in this Agreement, TOWN: shall be and remain the owner of the Facility and any capital additions madet thereto andj paid for directly by' TOWN. 4.2 Equipment, vehicles, and all other property provided by IES or purchased and used by IESi in order toj provide the Services shall remain the property ofIES.  ARTICLES-A AUTHORIZED REPRESENTATIVES  The following individuals are the authorized epresentatives of] IES and' TOWN, respectively, to execute  this Agreement. IES:  Mark E. Imboden General Manager Inboden Environmental Services, Inc. 57901 Main Street Mt. Jackson, VA 22842 George Hayfield Townl Manager Town ofl Buchanan 197531 Main St. Buchanan, VA 24066  TOWN:  Thej parties must provide written notice ofany changes to the authorized representatives in advance ofsuch  change. ARTICLE6-TERM  6.1 This Agreement shall become effective when signed! by thes authorized: representatives ofboth parties hereto. IESS shall commence providing the Services on! January 1, 2024. This shall remain ine effect unless extended or terminated as provided herein sol long as" TOWN Agreement provides payment tol IES, in accordance with this Agreement, until December 31, 2026. 6.2 This Agreement willl bei renewed for subsequent (3), year terms, ifthe Town gives noticet tol IES at leastt thirty (30) days prior tot the termination date ofits desire tor renew the Agreement.  ARICLET-LMITATION OFI LIABILTY  Notwithstanding any other provisions oft this Agreement, IES's total liability to TOWN: for loss damages from claims arising out ofc ori in connection with this Agreement froma any cause any or strict liability, breach ofc contract or professional negligence, errors and omissions shall not including exceedi the IES's proceeds ofl IES's1 liability insurance required under this Agreement. Ini no event: shall either party be liable  26432/2999879841  2    Town of Buchanan  CONTRACT OPERATIONS & MAINTENANCE AGREEMENT  tot the other fors special, indirect, incidental, or consequential damages whether orr not such  foreseeable att the time oft the commencement oft the work. ICIES-APPIACABLE: LAW the law of the Commonwealth of Virginia. AEICIEY-AISICMMENT subsidiary of] IES.  damages were  Thei interpretation and enforcement oft this Agreementi is tol be governed and construed: in accordance with  This. Agreement may not be assigned by IES, either in whole or inj part, without the prior written consent of TOWN, except that TOWN's consent shall not be required for any assignment byl IES toa wholly owned  ARTICLE 10- -STANDARD OF CARE  IES will provide the Services to TOWN under this Agreement in accordance with the Facilities 0&M Manuals and generally accepted industry standards as applied to similar projects performed under similar  conditions.  ARTICLE11-1 INSURANCE  IES shall maintain ati its own expense Worker's Compensation, Comprehensive General Automobile Liability insurance policies for the duration oft this Agreement in the following Liability, amounts:  and  Type ofl Insurance Workers' Compensation Employer'sLiability Comprehensive General. Liability Automotive Liability (Auto) Combined: Bodily Injury and Property Damage policies.  Limits ofLiability Statutory Workers' Compensation $100,000 Employer Liability $2,000,000 each occurrence $1,000,000 each accident orl loss AlI Vehicles covered; hired car and non-owned autos  Ifrequested by the Town, IES shall include the' Town as an additional insured on any liability insurance  ARTICLE. 12- CHANGES  TOWN may request changes in the services within the general scope of the. Agreement int the Work and Services (as described int the SCOPE OF SERVICES) tol be performed. All changes tot this must bei in writing ands signed by thel Parties. Ifanys such changes cause ani increase inl IES's Agreement costs and/or increase the time required: for, or ther nature of, performance oft the Agreement, IES shall so notify" TOWN within thirty (30) days ofr receipt of the change order notification, an equitable adjustment shalll bei madei in IES's Compensation andt the Agreement shall ber modified! by a Change Order signed by] IES and" TOWN. 13.1 Termination For] Default. Either party (the" Termination Party") may terminate this Agreement if the other party (the "Breaching Party") fails to fulfilli its obligation under the Agreement through no fault oft the' Termination Party, provided that the following procedurei iss strictly adhered to.  AICIED-TIRMIMATION  26432/29998798v1  3    Town ofl Buchanan  CONTRACT OPERATIONS & MAINTENANCE AGREEMENT 13.1.1 The Terminating Party must give the Breaching Party written notice setting forthi in detailt the alleged deficiencies anda a reasonable opportunity to cure, but not to exceed 30 days, in accordance 13.1.2 Ifthe deficiencies arei not cured within the time specified, the' Terminating Party shall advise the Breaching Party ofthe default by sending written notice (al Notice of Imminent. Default) which shall set fortha a description oft the deficiencies constituting breach oft the. Agreement. In the event ofa default andi ins addition tot the right oft termination, the non-breaching party shalll have all other  with provisions oft this Article.  remedies available under law.  13.1.5 The' Town shall be able tot terminate this Agreement without cause upon giving written noticet to  IES, of the: intention tot terminate, ofati least sixty (60) days.  ARTICLE: 14-I INDEPENDENT CONTRACTOR  At all times during thet term oft this Agreement, IES shall be considered. an independent contractor to TOWN andi in no event shall the employees of IES be considered or solicited tol be employees ofTOWN. IES shall maintain records oft the operation andi maintenance of the Facilities in accordance witht the Services described herein for aj period lof5y years from completion of services. Suchi records shall bei made available for TOWN'si inspection ata all reasonable times during normal daylight office hours andi upon twenty-four) hours advance notice tol IES. These records shalll be maintained at the Inboden offices at5 5790  ARTICLE 15-1 RECORDS  Main Street, Mt.. Jackson, Virginia 22842. ARTICLE 16-I DELAYS  IES shall not bel liable for delays in or failure toj perform its services caused directly ori indirectly byt the following Forcel Majeure events: () acts ofGod, (i) fire, flood, unusually severe weather, (in) war, sabotage, terrorism, (v) pandemic, (v) or others similar circumstances beyond IES's reasonable control. TOWN recognizes that delays relating to the processing ofp permit applications, the approval ofp permits, and the review and approval ofp plans by regulatory agencies arel beyond the control ofIES. Int thee event any delay ori interruption ofs services caused by circumstances beyond IES'sI reasonable controli impacts on the cost or time toj perform the Work, the Contract. Price and] Project Schedule shall be equitably adjusted. All disputes between the Parties arising under this Article. shalll be resolved in accordance with. Article 17,  Disputes.  ARTICLE1 17-DISPUTES  Int the evente ofa dispute between TOWN and IES arising out of this Contract Agreement, the dispute shall 17.1 All claims, counterclaims, disputes and other matters in question between the parties which arise from this Agreement shall bei resolved through. Arbitration tol be conducted in accordance with the rules oft the. American Arbitration Association. Shall thej parties not be able to agree upon as single Arbitrator within 21 days ofa demand for such, they each shall identify an Arbitrator, and thet two designated. Arbitrators shalli int turn choose a third. The decision oft the majority oft the. Arbitrators sO chosen shall control. The parties' costsi in this proceeding shall bet the subject of award byt the Arbitrators, whos shall retain the discretion to apportion them as they deem appropriate. This  be resolved by submission to Arbitration: as described below.  4  26432/29998798v1    Town ofl Buchanan  CONTRACT OPERATIONS & MAINTENANCE AGREEMENT agreement to arbitrate, and any other agreement to consent to arbitrate entered intoi in accordance herewith as provided int this paragraph, willl bes specifically enforceable under the prevailing law of any court havingj jurisdiction over the parties. The requirement of arbitration shall not prevent party from obtaining equitable relieft to protect itsi interests prior to the resolution oft the 17.2 Notice of demand for Arbitration must be filedi in writing witht the other parties toi this Agreement. The demand must be made within ai reasonable time after the claim, dispute or other matter in question has arisen. Ini no event may the demand for Arbitration! ber made afteri institution of or equitable proceedings based ons such claim, Dispute or other matter in question would be barred legal 17.2.1 No. Arbitration arising out of, or relating to, this Agreement mayi include, by consolidation, joinder ori in any other manner, any person ore entity whoi isi not aj party to this Agreement without the 17.2.2 By written consent signed by all thep parties to this Agreement and containing a specific reference hereto, thel limitations and restrictions contained: in Articles 17.2.2 and 17.2.31 may be waived: in whole ori inj part as to any claim, counterclaim, dispute or other matter specifically describedi in such consent. No consent to Arbitration in respect ofa specifically described claim, counterclaim, dispute or other matteri inc question will constitute consent to arbitrate any other claim, counterclaim, dispute or other matter in question which is not specifically described ins such consent or which is with any party not specifically described herein. 17.2.3 The award rendered by the arbitrators willl be final, not subject to appeal andj judgment may be entered upon iti in any courtl having jurisdiction thereof.  any dispute by  arbitration.  byt the applicable statute of limitations. written consent of the parties.  ARTICLE18-INDEMNIFICATION  IES shall indemnify the TOWN for any negligent acts or omissions byl IES: and its personnel occurring  during the performance ofthe Services under this Agreement. ARTICLE: -NONDISCRIMINATION INI EMPLOYMENT  Intentionally Omitted.  IES agrees and hereby certifies thati inj providing the services hereunder, its shall not discriminate against any employee or applicant because of race, color, religion, age, sex or national origin. To the extent applicable, IES shall abidel by provisions of all applicable govemmental laws and regulation pertaining to non-discrimination, including, but not limited to, Executive Orders 11246 and 11141 (Bqual Employment Opportunity); 41 CFR 60-741.4 (Employment of the Handicapped); 41 CFR 60-250.4 (Employment of Disabled Veterans and' Veterans oft the Vietnam era); regulation regarding Utilization of Small Business Concerns and Small Disadvantaged: Business Concerns; regulations regarding utilization ofLabor Surplus  Area concerns; andi regulations regarding Women-owned Business Concerns. ARTICLE: 20- SOCIAL SECURITY AND WAGE' TAXI LIABILITY  Tot the extent applicable, with respect to: allj persons ata any time employed by, or on the payroll ofIESin performing any services directly ori indirectly under this Contract, IES accepts full and exclusive liability for payment ofa all contributions or taxes for unemployment insurance and olda age retirement and other benefits, pension or annuities, and wage ori income taxes for unemployment insurance and old retirement and other benefits, pensions ora annuities, and wage ori income: taxes, now orl hereafter age imposed by the United States, and any state or political subdivision thereof, however the same measured,  5  26432/29998798v1    Town of Buchanan  CONTRACT OPERATIONS & MAINTENANCE AGREEMENT ARTICLE21 -I FAIRI LABOR STANDARDS ACT AND SERVICE CONTRACT ACT Tot the extent applicable, IES warrants, in connection the services provided hereunder, its compliance with all applicable requirements oft thel Fair Labor Standards Act and/or the Service Contract Act, as amended, and ofregulations and orders oft thel United States Department ofLabori issued thereunder.  ARTICLE22- SEVERABILITY  Any provision or part thereof this Contract held tol be void or unenforceable under any law or by any arbitration pane! shall be deemed stricken, and all remaining provisions shall continue tol be valid and binding upon the parties. Thej parties may reform or replace such stricken provision or part thereof witha a valid: and enforceable provision which expresses the intent oft the stricken provision.  ARTICLE: 23-1 ENTIRE. AGREEMENT  This Agreement contains the entire nderstanding of the parties withi respect to the subject matter. hereto and there are no verbal understandings, statements, or stipulations bearing upon the meaning or effecto of this Agreement. This Agreement may only be modified or amended, by written instrument executed1 by INWITNESS WHEREOF, the parties have caused this Agreement tol be executed by their duly authorized  both parties, excepta as may be otherwise provided herein.  representatives. BY: NAME: TITLE: DATE:  Town ofl Buchanan ("TOWN") George Hayfield Town Manager  Inboden! Environmental Services, Inc.  ("TES")  BY:  NAME: Mark E. Inboden TITLE: General Manager DATE:  6  26432/2/9998798v1    Town ofl Buchanan  CONTRACTOPERATIONS & MAINTENANCE AGREEMENT  EXHIBITA A SCOPE OFSERVICES  Inboden Environmental Services, Inc. (IES) agrees to perform operation and preventative maintenance of the water and wastewater treatment facility hereinafter referred to ast the "Facilities." These services include operations in accordance with the Operation Permits. The operation frequencyi is describedi in 1. IES will stafft the Facilities with appropriate personnel experienced in treatment facility process controlj procedures. IES shall furnish the level of manpower needed toj provide proper treatment andp process control. IES will provide all wages and salaries for IES assigned personnel. IES willj provide the proper licensed operators to meet the permit requirements for both the water and wastewater facilities and meet withi inspectors ora auditors to answer questions about reporting IES will pay expenses as required for the normal operation ofthel Facilities whichi include: 2) vehicle suitable for transporting equipment and] IES operators IES will provide back-up and professional support in the area ofp process control, maintenance management, labor relations, and start-up procedures that it deems necessary for the management IES will provide all sampling and on-site laboratory testing. The TOWN will order and! has contracted: for the testing ands supplies with another third party vendor. IES personnel, using approved procedures, will perform sampling for the water and wastewater treatment: facilities. On-site sampling and testing includes pH, MLSS, and Settable Solids. Off-site laboratory samples include TSS, BODs, andl E. coli. The TOWN will utilize the services ofanother third party to analyze off-sitel laboratory samples. Onlyi ifrequested byt the' TOWN, the Off-site laboratory samples willl be collected and deliveredi tol IES's Laboratory for analysis... Any variations from this arrangement" willl be done by and authorized by the TOWN. Nothing willl be 6. IES willp prepare, sign, submit andi maintain all monitoring and operating reports ands send by email ac copy to the' TOWN as well as keep iti in the TOWN'S: filing system which shall remain the 7. IES willj provide thei necessary records for the operation oft thel Facilities and deliver them to the 8. IES: agrees toj properly secure the Facilities within the limit ofe existing security devices as provided by TOWN. IESi is not responsible: for TOWN employees andi its agents in securing the IES agrees to answer questions and to advise TOWN of ongoing operations oft the facilities. 10. IES agrees to assist TOWN with enforcement of any equipment warranties and guarantees at the 11. IES shall advise' TOWN of capital improvements that arei needed. They mayi include major rehabilitation or overhaul of equipment, replacement of equipment ori improvements required for  EXHIBIT Cla:  2. 3.  and the Facilities  1) personnel costs fora all IES staff  4. 5.  and operation oft thel Facilities covered by the. Agreement.  done without the TOWN'S prior approval..  property oft the TOWN.  TOWN tol keep onsitei in the TOWN'S records.  facilities.  9.  Facilities and maintain all warranties on1 the new equipment.  7  26432/2/9998798v1    Town of Buchanan  CONTRACT OPERATIONS & MAINTENANCE AGREEMENT the operations of the Facilities in accordance with permit requirements or sludge disposal 12. IES will submit to TOWN on an annual basis recommendation for capital improvements, ifany, to be provided by TOWN1 to provide continued treatment within permit standard.  requrements.  8  26432/2/9998798v1    Town of Buchanan  CONTRACT OPERATIONS & MAINTENANCE AGREEMENT  EXHIBITB TOWNI RESPONSIBILITIES  1. 2.  TOWN: shall maintain all easements, license and equipment warranties fort the mutual benefit of TOWNS shall purchase andi insure that standard insurance policies are maintained including IES shall have no liability to' TOWN with respect tol bodilyi injury, loss, damage and destruction to thel Facilities covered by such policies or in excess ofs such policies, nor shall TESI be liable to TOWN ori its insurance carrier for subrogation right for payments made through thep policy or any damage. The provisions oft this paragraph do nota apply where the loss, damage, and destruction were caused by negligent acts of omissions ofI IES, its employees, subcontractors or agents. TOWN: shalll bei responsible for the grounds keeping of all utility property thati ist to be managed. TOWN shall provide all chemicals and others supplies needed to effectively operate and control the TOWN shall bear all costs for off-site testing through its chosen contractor or vendor.. Wastewater testing includes, buti is not limited to, Off-site laboratory parameters; including TSS, TOWN shall provide all existing safety equipment, such as SCBA, safety harness, safety tripod TOWN shall provide transportation and approved disposal site for: screenings, grit and sludge Shouldi Facilities' hydraulic, organic, microbial presence and/ori inorganic loading exceed treatment plant design parameters and treatment capabilities or should the influent or raw water to the treatment plant contain contaminants which violate Ordinances orl Regulations, IES shall ini no way be responsible for associated effluent or finished water characteristics or damages associated therewith. IES shall advise TOWN of the abnormal situation and recommend an action plan. IES agrees to retum facilities effluent to permitted limits with 30 days after influent returns to the  both parties.  extended coverage to the fulli insurable value oft the! Facilities.  3. 4. 5. 6. 7. 8. 9.  TOWN: shall provide all utilitiesi including water, electrical, etc.  treatment processes.  BODs, Nitrogen and other special testing as needed. etc. and existing tools and equipment. disposal atr no cost tol IES.  acceptable limits.  9  26432/29998798v1    Town of Buchanan  CONTRACT OPERATIONS & MAINTENANCE AGREEMENT  EXHIBITC COMPENSATION  1.  DAILYOPERATING: FEE  a) TOWN: shall payl IES an operating and utility management: fee of$14,777.88 per month for 8-hours/day operations,' 7-days per week as defined in this Agreement, with adjustments and additions as contained herein, based on a starting date of August 1, This fee shall be payable and due within 30 days oft receipt ofi invoice, IES willi invoice eachi month fort the previous month operations, commencing ont the date on which) IES assume responsibility: for operation of the Facilities, and continuing until the contract expires with adjustments as contained: herein. For any portion ofai full operation month,  2021  the fee: shall bej pro-rated appropriately.  2.  ADJUSTMENTS. AND ADDITIONS TO MONTHLY OPERATING FEE  a) Maintenance- replacement, repair, upgrade, newi installation, inspections, leak repairs are outside the scope of normal operation. Maintenance outside the: scope of preventative andi routine maintenance (normal operation). shall be invoiced: separately and based on time andi materials: neededi for thej job. An invoice will bej provided, detailing all work performed and shall bej payable by TOWN within 30 days ofreceipt. b) Optional TES-provided Laboratory testing as set forthi inl Exhibit A,5; B,6. Thisi is Optional and only with prior direction and written approval from the' TOWN  BOD (wastewater) TSS (wastewater) E.coli (wastewater) Bacteriological (water)  $33.00 $17.00 $52.00 $48.00  c) The TOWN is purchasing its owni testing materials, and) IES will provide ample notice for items and supplies tol be ordered. Any chémicals, materials, and supplies IES purchases fort this contract willl have a cost plus 20%1 mark-up; chemicals, materials, ands supplies willl bel billed on: ai monthly basis. Ani invoice will detail all expenses IESi incurred during the previous month and: shall bej payable by" TOWN within 30 days ofreceipt.  10  26432/2,99987984    103  6  NAA MOI  - 5        E9 k         EEEES        Manager Report January, 2024 Meetings/ Activities November 13 Council Meeting November 25 Christmas' Tree Lighting December 9 Christmas Parade December 24 Luminaries December 25 Christmas/ Offices Closed January1 New Years Day/ Offices Closed January 2 Planning Commission Mtg./ Canceled  Christmas Market Festival of Trees Christmas Market  January 6 Retreat/ canceled due to weather/ Rescheduled tentatively at. January 20th January8 Council Meeting/ Swearingi in of newly elected Council January: 10 Flood Resilience Plan Meeting/ Town Hall/ 7pm January: 13 Christmas lights take down at Park January 20 Rescheduled Retreat Date/" Tentative  Grants' Worked: this time.  Virginia Brownfields Assessment Grant Fund (VBAF)/ Buchanan H.S. Project/ Approved for $50,000 for targeted brownfields site assessment./The: school at 55 Bedford Street is under active construction at  SLFRF/ ARPA grant funds obligated to: Generator/ 77,460/ received  Sidewalk/: 11,800/ completed. June, 2023 Paving/ Fire Dept./58,000 Completed September, 2023 Paving/ Southview/ 39,500 Completed October, 2023 Paving/ AlleywayPawnshop! 17,500 Completed August, 2023 Painting/ Town Hall/ 13,500 Completed. July, 2023  Real Estate Investment Grants Program (ARPA façade grant). Funds still available. Grant Guidelines are being amended to allow use for historic structures. Fund level for grants to be replenished. LSL/L Lead Service Line inventory and Lead Service Line replacement legally is required by October 16,2024. This grant isa ano match grant for completion of an inventory of all water service lines within the Town. The granti is for $250,000. Grant approved. September 13, 2023. CHA Engineering is assisting  with grant administration.    Meeting/ Communication with:  John! Simmons/ Imboden Doug Hudgins/ CHA Engineering Jon Puvak/ Town Attorney John Lipscomb, Virginia Forge Property Owner Mark. Anderson, Coastal Crypto John Mazzarella, Coastal Crypto  Town Properties & Facilities: employee Louis Borini vehicle availability Planning & Zoning  Ani inventory of public works tools and equipment is currently being undertaken by new public works Christmas lighting at the park is scheduled to be taken down and stored on. January 13th Christmas lighting downtown shall bet taken down by Shentel within a week to ten days based upon their  Zoning Ordinance/ Review in process/ General Provisions and Districts Regulations reviewed up to and including Flood Hazard Overlay and Agricultural Districts Special Use Permit/ Public Hearing on December 4th/ Agricultural Sales use in the Commercial Zoning District/ Mahindra Tractor Sales/ Approved December 11, 2023 Zoning Ordinance Text Amendment/. Amend Manufacturing Zoning District to allow Data Processing as a use allowed by right./ Approved December 11, 2023 Application made by Mac Westland for a Special Use Permit to maintain an existing mural at the Mac Westland real estate office located at: 19384 & 19386 Main Street (Rt. 11) This will be before the planning commission at the February! 5th meeting.  Water & Sewer emergency generator  Flood Elevation study by CHAI Engineering planned for Well 1 site in preparation for placement of Factory Flats Sewer Extension/ Upgrade plans completed by CHA Engineering and received December VDOT permit approved and S. C. Rossi Construction will cut pavement: andi repair sewer lines on 19746 and 19578 Main Street (Rt: 11). Project should begin and be completed the 3rd week of January  28+,2023. This project may go to bid! by February.    Personnel  Eva Shannon hired as Treasurer on November 6, 2023 with start date of November 27th, 2023 Louis Borini hired as Public Works employee on December 18, 2023 with start date of December  19th, 2023  There is currently a public works position open  Therei is currently aj planning/ event coordinator/ community development position open