HomeMy WebLinkAboutVeolia May Letter Agreement - Emergency Wastewater Services - 2019 05 24 � ����=�� � ��
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May 34, 2O19
&4r. Shawn Boyle
Interim City Manager
City ofWinter Springs
I126East State Road 434
Winter Springs, Florida 32708
Subject: City ofWinter Springs, Florida—Emergency Wastewater Services
Dear Mr. Boyle:
Pursuant to your request for emergency services, and upon issuance'from the City of Winter Springs (the
"City") of a Purchase Order for Technical Assistance (the "Purchase Order"), Veolia Water North America—
South, LL[("Veo|ia") isprepared to provide supplemental operator staffing support services as required under
the Permits (as defined herein). It can be challenging for cities like Winter Springs to find operators with the
level of skills and required licenses to operate treatment plants in accordance with applicable law and permits.
As such, it is beneficial to some municipalities to hire companies like Veolia who can pull from a significant
bench ofoperators tofill inthe gaps. Veo|iashall have noobligation tnprovide any ofthe services described
herein after August 30, 2019, such date to be extended by MUtUal agreement of the City and Veolia,
The City is required to operate its East Wastewater Treatment Facility and its West Wastewater Treatment
Facility (together, the "Facilities") in accordance with (i) Winter Springs - East WWTF, Permit Number
FLAD11U68'O34'DVVlPand Permit Revision dated February 26, 2O14, Section VA.1 (the "East Permi1°) and (ii)
Winter Springs VVestVVVVTF, Permit Number FLA011067'024-DVV1P (including Lake Jessup VVRF) (the "West
Permit",together with the "East Permit", the "Permits"). Specifically, the Facilities, being Category |i Class 8
facilities must comply with the min/mum staffing requirements ofChapter 62-699, F.A.C.
Veo|ia will provide qualified personnel as requested by the City to enable the City to meet these requirements,
The [ityshu|| condnue1mbethe "|ead/chiefmperatm/" forpurposasVfapp|icab|e |awandthePermits. Under
no circumstance shall Veo|ia be considered as the "|ead/chiefopere1or" and VeP|ia shall not assume any
liability nor be responsible for any noncompliance orviolations ofapplicable law orthe Permits.
Veolia also shall observe and provide recommendations to the City regarding odor management at the
Facilities, Veolia shall monitor conformance with those recommendations, and report back to the City on its
conformance ornon-confurnnance.
As a supplemental operator, or in assisting with odor management, Veolia may provide recommendations to
the City regarding requirements or actions to take under the Permits or to address odor issues. VeoHasha||
have no authorization or ability to implement any such recommendations or to direct the actions of City's
employees orsubcontractors.
The City, by and through its employees, shall remain solely responsible and shall hold harmless Veolia for the
performance of all operational and maintenance activities related to the Facilities and for all claims and
penalties arising therefrom, including, but not limited to, violations under the Permits and any odor-related
claims.
'
Such issuance&u, nrother chile mJu*/odmthe Pu,chuxe0rJeshall te deemed the ^/ylerhmDate''with,uspec'^"deyru,umx
@'xop.lem^vm/4peo,mrsamicex With rmp~c/modormunu�ycmon/^zuismvcoservices, Veo8*has be,xprovidongxucArm,ke /u
the C/tYsince Wo,chZV/9por`uun/r"the,cvuax/bythe City.
vcmuAWATER NORTH AMERICA-SOUTH,LLC
14055 Riveredge Drive,Suite 240,1 arnpa,Florida 33637-I[Ejpphone:813/983-2806
Mr.Shawn Boyle, Interim City Manager Page
City ofWinter Springs, Florida May 34, ZU19
Veo|ia will invoice the City at the rates set forth on Exhibit A. The payment and performance obligations of the
City and Veolia with respect to services rendered in connection with this letter and the Purchase Order shall be
governed byVeoUa'sstandard terms and conditions.
VeoUa's Principal and designated contact person for this project as it moves forward will be:
Mr. Rob Nicholas Vice President ofDevelopment Major Projects Group
Veo|ia North America Operating Services, Lb[
14055 Rk/eredBe Drive, Suite 240Tampa, FL 33637
Telephone: (859) 5O2-01O4 Email: Robert.Nichn|as@veo|iazom
We appreciate this opportunity to provide support services to the City of Winter Springs.
Sincerely,
Veo|ia Water North America—5outh, LLC
Steven]. Kruger
Senior Vice President
Agreed to and k |
Companvmmmontial-rrademmnyanupwprietar'mformation Vewm
VEOL|A
��
OVEOLIA
EXHIBIT
Billing Rates
Utility Specialist $195/hour
Utility Manager $155/hmur
Licensed Operator- $115/hour
112-
Travel time will be included as chargeable hours for purposes of determining amounts due for these se/vices.
Other than travel time, Veo|io shall not invoice City for weekend hours without the prior approval of City.
SCOPE OF SERVICES
Veolia Water North America shall observe and provide recommendations to the City of Winter
Springs regarding odor management at the East and West Wastewater Treatment Facilities.
VWNA also shall monitor conformance with those recommendations, and report back to CITY
on such conformance or non-conformance.
During this period, VWNA shall have no authorization or ability to implement those
recommendations or to direct the actions of CITY's employees or subcontractors. CITY, by and
through its employees, shall remain solely responsible and shall hold harmless VWNA for the
performance of all operational and maintenance activities related to the project and for all
claims and penalties arising therefrom, including odor-related claims.
Additionally, the City is required to operate its East and West Wastewater Treatment Facility in
accordance with FL DEP permits. Specifically, the Facilities, being Category 11, Class B facilities
must comply with the minimum staffing requirements of Chapter 62-699, F.A.C.
VWNA will provide qualified personnel as requested by the City to enable the City to meet
these requirements. The City shall continue to be the "lead/chief operator" for purposes of
applicable law and the Permits. Under no circumstance shall Veolia be considered as the
"lead/chief operator" and Veolia shall not assume any liability nor be responsible for any
noncompliance or violations of applicable law or the Permits.
For services rendered above, the CITY shall pay VWNA at the following hourly rates: (i) $155 an
hour for a Utility Manager; and $195 an hour for a Utility Specialist and $115an hour for a licensed
operator. Travel time will be included as chargeable hours for purposes of determining amounts
due for these services. Other than travel time, VWNA shall not invoice CITY for weekend hours
without the prior approval of CITY,
,
VEO0A TERMS AND CONDITIONS
followingDie—part of tie accompanying proposal ("Proposal") to perform the services General Liability and Comprehensive Auto Liability policies required bythis
described therein("Services")as submitted by Veolia to the customer,the City paragraph in respect of liability caused by the Services.
of VVintet Springs, Florida ("Customer"). A contract between Veolia and
Custorner for the performance of the Services("Agreement"),shall be effective LIMITATION OF LIABILITY.IN NO EVENT SHALL VEOLIA OR CUSTOMER
as of the earliest date that Customer executes and delivers the Proposal, or BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY,
issues a purchase order or other notice to proceed to Veolia with reference to SPECIAL, INCIDENTAL, RELIANCE, OR PUNITIVE DAMAGES,OR FOR
the Proposal,provided,however,that these Terms and Conditions shall apply LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
to the perfounance ofServices byVeolianotwithstanding any preprinted terms DAMAGES,ORFOR ANY CLAIM FIRST ASSERTED AFTER THE FIRST
or conditions contained in Cusmme(a purchase order. In the event of any ANNIVERSARY OF THE COMPLETION DATE (AS HEREINAFTER
conflict between these Tevneand Conditions and any other portion ofthe DERNED),|NANY EVENT,THE AGGREGATE LIABILITY 0FVE0LIAFOR
Agreement,these Terms and Conditions shall control. ANY LOSS ORDAMAGES 8FANY TYPE DIRECTLY ORINDIRECTLY
SUFFERED BYVEDL|AOR CU8TDMER, AS MAY 8EAPPLICABLE,
Payment for Services shallbefotie amountset forth on ARISING FROM THE SERVICES PERFORMED 8YVEDL|AORANY
-monthly iFAILURE, ACT OMISSION OR BREACH (}FTHE AGREEMENT BY
-~ � - '
from
, Customer nh�°�mbu' VEDLK\0HCUSTOMER SHALL NOT EXCEED|NTHE AGGRE(�TEAN
receiptVeolia for all reasonable expenses incurred in connection with the provision of AMOUNT EQUAL TO THE TOTAL FEES PAID����.
the Services shall provide'ursuant to this Agreement if monm* de����,u�� ��mutuallyagreeditemized and a brief 5 VeoWahas been informed by Customer that the facilities are
description of how the expense relates to the Services for which the expense currently o\&qied and operated by the Customer and that Customer controls die
was incuryed, and Customer shall reimburse Veolia in conjunction with the access to,and the work environment at the site(s)which Veolia personnel will
monthly invoice.. In the event Customer fails to timely or completely pay any be performing the Services referenced in this Proposal,Customer shall disclose
amount property invoiced under this Agreement (i) such failure shall be a to Veolia informabon in its possession or control pertaining to any existing known
material breach;(it)interest at the rate of one percent(1.0%)per month shall conditions at such sites that may affect Veolia's ability to perform the Services.
accrue on all past due amounts until such amounts,including accrued interest, Veolia understands and accepts the responsibility to provide a safe working
ate paid in full; (iii)Veolia shall have the right to immediately cease providing environment for Veolia personnel,or other persons or entities which Veolia may
Customer with the Services;and,(iv)Veolia shall have the right to pursue all subcontract with to perforrn the Services. In the event that Veolia identifies
other legal and equitable remedies available to iL All fees set forth in this conditions at any of the sites it is required to conduct the Services at,which it
Agreement are exclusive of all sales, use, value-added, excise, property, deems to be unsafe, or in such a condition that may affect Veolias ability to
withholding,and other taxes and duties which are legally and/or customarily the adequately perform the Services,Veolia shall provide Customer written notice
responsibility of tie Customer, of the same and Customer and Veolia shall mutually cooperate to resolve such
conditions.If such conditions cannot be resolved to the reasonable satisfaction
2 VE0L^`HAS NOT AND SHALL �Cua�meand Veo�.�ePmposa �all bwamended m�fle��m�m�ein NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR the Services,
WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ALL WARRANTIES OFMERCHANlA8|LOYORFITNESS w
FOR APARTICULAR PURPOSE, specifications and reports prepared vyveonmare instruments mprofessional
services mbaused only inconnection with the Services and are riot suitable for
anym�erpuqx�o
3 Each (''| |
indemnify,To ih-e—exie—nt-allowed by law,defend,and hold harmless the other
party ("Indemnified Party") against and from any and all octona, causes of 7
aPubjjgqy.Custorneracknowledges and agrees that Veolia shall have
action claims demands, costs, liabilities, expenses (including mmeunama the light muse Customer's corporate
attorneys'fees and court costs)and damages arising out of any and all third marketing materials and press releases unless otherwise directed by Customer
party claims to the extent caused by the Indemnifying Partys negligent or willful not to do so.NohMthstanding the following,any other reference to Customer or
acts or omissions. In connection with any claim or action described in this the project to which the Proposal and Services relate,wfiich Veolia intends to
paragraph, the Indemnified Patty (i)will give the Indemnifying Party prompt utilize in its marketing and press releases,shall require prior written authorization
written notice of the claim,(ii)will cooperate with the Indemnifying Party(at the by Customer which approval shall be at Custorner's sole discretion
Indemnifying Parlys expense)in connection with the defense arid settlement of
the * (iii) will permit the Indemnifying Party to control the defense and & acknowledges that Veolia is
settlement ofdie claim,provided that the Indemnifying Party may not settle the acting solely esanindependent contractor and shall riot have any authority m
claim without the Indemnified panya bind Customer aaagent orioany other capacity,
unreasonably withheld,conditioned or delayed)unless the claim involves only
the S� Force Maieure. Efther Party shallbeentitled mapplicable Line and
participate 'the defense and settlement"' the claim. Customer intends ° few adjustments
invoke 76828 Floridape*o�.he=u"aervo��e�extent that such delay
excused from --,/s in failure results frorn any one
----�—"---�----
applicable, Nothing herein shall beconstrued=muwaiver or limitation w`the u,more of the following:acts ofGod;abnormal weather conditions or,natural
Cuamme(sright tosovereign immunity. The terms and conditions set forth in catastrophes;strikes,lock-outs orother industrial disturbances;acts of public
this Section shall survivethe termination ofthis Agreement, i whether declared;
disturbances; explosions; acts or omissions of governmental authorities;
unavailability of or curtailment of fuel supplies;any interruption of electric or other
utility service,or any change,interference,disruption or other defect in the supply
or character of tie electric energy or other Utility service utilized by Customer,
4 equipment failure arising from mmanufacturing cvdesign defect orthe failure of
caused by the Services as follows: Statutory limits required by applicable the manufacturer or others to timely implement necessary repairs or
Workers' Compensation lCommercial General Liability $1000000 replacements,In the event a Party claims a force majeureevent hshall provide
combined single limits per Occurrence of bodily damage and written notice tothe other party ofthe oongitiun(s)which
$2,000,000 annual aggregate�Comprehensive Auto Liability 41,000,000 per
accident for Bodily Injury and Property Damage Liability (Combined Single
Limit);and Professional Liability(Errors&Omissions)-$1,000,000 each claim
and per project aggregate, Veolia shall cause Customer to be named as
additional insured under the Commercial
Page 1of2
VEOLIA TERMS AND CONDITIONS
it alleges creates tie force majeure event,the actions necessary to resolve the with their terms.This Agreement represent,;the entire agreement between Veolia
force majeure event and a reasonable timeline in which the party believes is and Customer with respect to the Subject matter hereof,and supersedes any and
required to resolve the force majeure event In order to claim a force majeure all poor negotiations,proposals,purchase orders,representations or agreements
event,where possible,such written notice must be received by the non-claiming between them,whether written or oral.Paragraph headings in the Agreement are
party prior to the deadline which the force majeure event prevents the dairning for convenience of reference only and shall not be utilized in interpreting the
party from reaching, Agreement This Agreement may be executed by the parties hereto in counterparts
(including by facsimile transmission),each of which shall be deemed an original but
10. Termination. Either party may terminate the Agreement for all of which together shall be deemed one and the same instrument, This
conveniencebyTproviding seven(7)days written notice to the other party,or prior Agreement may not be modified or amended except by a writing signed by all
to completion of the Services ("Completion Date") in the event of a material officer of Veolia and an officer of Customer,
breach of its terms by the other party,if such parry fails to cure such breach within
thirty(30)days(except in the case of a breach of payment obligations,in which 17. Public Records. Pursuant to Section 119.0701, Florida Statutes and
case termination may be immediate)after written notice from the other party other applicable public records laws,Veolia agrees that any records,documents,
detailing the specific nature of the alleged material breach and identifying the transactions, writings, papers, letters, computerized information and programs,
actions necessary to cure the same. maps,books,audio or video tapes,films,photographs,data processing software,
writings or other material(s), regardless of the physical form, characteristics, or
11, &ssigriment Neither party may assign any lights or obligations means of transmission, of Veolia related, directly or indirectly, to the services
under this Agreement without the prior,written consent of the other,which will provided to the Customer under this Agreement and made or received pursuant to
not be unreasonably withheld,conditioned or delayed. law or ordinance or in connection with the transaction of official business by the
Customer,may be deemed to be a public record,whether in the possession or
12. Non-Solicitation.During the term of this engagement and for a period control of Customer Orr Veolia, Said records, documents, transactions,writings,
of one(1)year thereafter,each party agrees that it shall not without the other- papers, letters,Computerized information and programs, maps, books,audio or
party's consent directly or indirectly employ,solicit,engage or retain the services video tapes, films, photographs, data processing software, writings or other
of such personnel of the other party.In the event a party breaches this provision, material(s), regardless of the physical form, characteristics, or means of
the breaching party shall pay to the aggrieved party an amount equal to thirty transmission of Veolia are subject to the provisions of Chapter 119, Florida
percent(30%)of the annual base compensation of the relevant personnel in Statutes, and may not be destroyed wifthout the specific written approval of the
his/her new position, in addition to all other costs and expenses (including City's designated custodian of public records.
reasonable attorneys'fees and court costs) arising out of the breach of this
provision. This provision shall not restrict the right of either party to solicit or IF VEOLIA HAS QUESTIONS REGARDING THE APPLICATION OF
recruit generally in the media. CHAPTER 119, FLORIDA STATUTES, TO VEOLINS DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE
11 Notice, All notices and other communications given or made CUSTOMER'S CUSTODIAN OF PUBLIC RECORDS, ANDREA LORENZO
pursuant to_the_Agreement shall be deemed to have been duly given or made LUACES,CITY CLERK AT(407)327-5955, 1€ _ritt§.#lgsft.(
1126
(a)upon delivery,if sent by hand or by prepaid overnight courier service,with a E.State Road 434,Winter Springs,Honda 32708.
record of receipt,or (b)the second business day after,the date of mailing, 0
delivered by registered or certified mail, postage prepaid,in each case to the Veolia is required to and agrees to comply with public records laws.Veolia shall
parties at the respective addresses set forth for them in the Proposal. Either keep and maintain all public records required by Customer to perform the services
party may change the address to which notice to it shall be addressed by giving as agreed to herein. Veolia shall provide the Customer, upon request frorn the
notice thereof to the other party in conformity witli the foregoing. Customer,copies of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided
14. GcavemiLavy.This Agreement shall be governed and interpreted by law. Vecilia shall ensure that public records that are exempt or confidential and
in accordance with the laws of the State of Florida,without giving effect to any exempt from public records disclosure requirements,are not disclosed except as
conflict or choice of law provision that would result in the imposition of the laws authorized by law for the duration of the Agreement term,Upon completion of the
of another jurisdiction, Agreement Veolia shall transfer to Customer, at no cost, all public records in
possession of Veolia that are not also in the possession of the Customer. If the
15, Disputes.In the event of a dispute between the parties arising out of Conti-actor does not comply with a public records request, the Customer may
this Agreement the parties agree to attempt in good faith to resolve such dispute enforce this Section to the extent permitted by law. Veolia acknowledges that if
through discussions between their respective senior executives for a period not Veolia does not provide the public records to the Customer within a reasonable
exceeding fifteen days and thereafter to submit to non-binding mediation.The time,Veolia may be subject to penalties under Secton 119.10, Florida Statutes.
parties shall evenly split the costs of the rnediator.If such dispute cannot then Veolia acknowledges that if a civil action is filed against Veolia to compel production
be resolved through mediation, either party may file a lawsuit The parties Of public records relating to this Agreement the court may assess and award
consent to the exclusive jurisdiction of the federal and state courts located in against Veolia the reasonable costs of enforcement,including reasonable attomey
Seminole Courtly,State of Florida in any action related to or arising out of the fees.The temis and conditions set forth in this Section shall Survive tie termination
Agreement Each of the parties hereby waives any right it may have to assert of this Agreement,
the doctrine of forum non conveniens or similar doctrine or to object to venue
with respect to any proceeding brought in any jurisdiction specified in this
paragraph, it being the intention of the parties to preclude the possibility of
litigation between them with respect to this Agreement in any jurisdiction other [END OF VEOLIA TERMS AND CONDITIONS)
than as specified in this paragraph.Each of the parties hereby agrees to waive
all its rights to a jury trial of any claim or cause of action related to or arising out
of this Agreement.Each party shall bear their own attorney's fees and costs in
any legal proceeding brought under this Agreement.
16. Miscellaneous. If any provision of this Agreement should be held
invalid or unenforceable,the remainder of the Agreement shall be enforced to
the fullest extent permitted by law.The Terms and Conditions shall survive the
terrnination of the Agreement in accordance
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Venda Terms&Conditions