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Amendment #1 to H2O Innovation Operation & Maintenance Agreement

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Working document2025-12-18
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AMENDMENT # 1

This amendment (the “ Amendment #1 ” ) is signed this ___day of December 2025 and amends the Agreement signed between the Village of Red Hook ( “ Owner ” ), and H2O Innovation Operation & Maintenance, LLC ( “ Operator ” ), on August 1, 2025, for the operation and maintenance services and other professional utility management services for the Owner ’ s water and/or wastewater facilities (the “ Agreement ” ).

Owner and Operator agree to amend the Agreement as follows:

  1. A new Section 2.12 is added to Article 2 (Scope of services - Operator) as follows:

2.12 for the wastewater facility only, ensure process and laboratory analysis at a frequency sufficient to meet permit requirements. Operator shall be responsible for daily compliance and process control testing, as well as monthly SPDES compliance testing. For the avoidance of doubt, Owner shall be responsible for daily compliance and control testing of the water facility. Operator will provide the Services under this Section 2.12 on a daily basis including weekends and holidays. Operator ’ s personnel will dedicate approximately four hours per day to operating the wastewater facilities. No overtime additional compensation shall be payable by Owner in the event additional hours are required to perform the Services required under this Section 2.12.

  1. A new Section 6.6 is added to Clause 6 of the Agreement (Owner ’ s Responsibilities) as follows:

6.6 Owner shall be solely responsible for all repairs and preventive maintenance of the water and wastewater facilities, including, without limitation, preventive maintenance activities, equipment upkeep, mechanical projects or repairs, resident pump station callouts, and responses to collection and distribution system alarms. Owner shall coordinate and collaborate with Operator as reasonably necessary to support the performance of the Services.

  1. The Base Fee payable by Owner to Operator for Services under the Agreement is amended to $84,000 per year, payable in equal monthly installments of $7,000. Section 7.1 of the Agreement is amended accordingly.

  2. Pursuant to section 9.2 of the Agreement, Owner and Operator agree to extend the Agreement for a one (1) year term, from August 1, 2026, to July 31, 2027.

  3. This Amendment #1 shall be effective as of January 1, 2026 .

  4. Except as expressly amended by this Amendment, all other terms and conditions of the Agreement are unchanged and remain fully applicable. The Agreement shall be interpreted and applied in a manner consistent with this Amendment. Any provision of the Agreement that is inconsistent with or affected by this Amendment shall be construed, amended, or supplemented as necessary to give effect to the intent of this Amendment.

[ Signatures follow ]

In witness whereof, the parties have executed this Amendment #1 on the first date above indicated.

VILLAGE OF RED HOOK H2O INNOVATION OPERATION & MAINTENANCE, LLC

By: ______________________________ Name: Title:

By: __________________________________ Name: Roy R. Rysinger Title: Vice President