HomeMy WebLinkAboutVeolia Water North America - South, LLC Agreement for Utilities Operations, Maintenance and Management Services - 2019 10 21EXECUTION VERSION
Agreement For,
Utilities Operations, Maintenance, and ManagententServices
THIS AGREEMENT is entered into this of . ...... f2 C2019, by
and between
The City of Winter Springs, a Florida municipal corporation,
with oil -ices at 1126 Fast State Road 4.14., Winter Springs,, FI
32708 (hercinafter"OWNFR.")
and
Veolia Water Nortb Mnerica - South, LLC, a Delaware limited
liability company with offices at 53 State Street. 10' Floor,
Boston, MA 02109 (hereinaftcr'-VWNA").
WHEREAS, OWNE'R, owns and provides for the operation of' water, wastewater,
reclaimed, and storinwater utilities which generally and currently consist of two wastewater
plants. three water plants. reuse augmentation plant, reclaimed water storage In([ purnpin-
system,. 50 lift stations, and storrnwater infrastructure; and
"WHEREAS, OWNFR requires professional utilities operation, maintenance and
managcnient services, and in furtherance of this requirement, OWNF'Il . initiated a competitive
bidding process by publishing a Request for Qualifications (RFQ H05-19 L.R.) seeking
qualifications and proposals from qualified firms to perform comprehensive Utilities operation,
maintenance and management services for 0 WNER " S utilities systems; and
WIJEREAS, VWNA represented to OWNER in its Rf,Q submittal that it has extensive
and relevant experience in performing utilities Operation, maintenance and management services-,
and
WHEREAS, during the competitive bidding process, the OWNER ranked the
respondents submitting qualifications to RT`Q 405-19 LR and selected VWNA as the top ranked
limn SLIb CCt to negotiating a rnutually acceptable agreement with the OWNE'R to perform the
comprehensive Utilities operation, maintenance and ti�)anagenient services required by the RFQ;
and
WHEREAS, VWNA and OWNER desire that VWN.A perflorm comprehensive Utilities
operation, maintenance and management services f-(.)r OWNEKs utilities systems pursuant tea the
terms and conditions set forth in this Agreement.
Master OM&M Agreement Page No, 1
NOW, THEREFORE, in consideration of the InUtUal covenants and agreements
hereinafter set forth, OWNER and VWNA agree as follows;
General
1.1 Definitions of words and phrases used in this Agreement and the attachments are
contained in Appendix A.
1.2 All land, bUildings, facilities, easements, licenses, rights -of" -way, equipment and
vehicle,, presently or hereinaller acquired or owned by OWNER shall remain the
CXCILISiVe property of'OWNER unless specifically provided for otherwise in this
Agreement.
1.3 This Agreement shall be governed by and interpreted in accordance with the laws
of the State of ["lorlda. The venue For any.jUdicial proceedings shall be in a State
Court of competent jurisdiction located in Seminole County, Florida, or Federal
COLII-t in Orlando. Florida. The Parties hereby waive their right to a
Z�I jury trial.
1.4 This Agreement shall be binding Upon the Successors and assigns of each o('thc
parties, bast neither party shall assign this Agreernent without the prior written
consent of the other party. Consent shall not be Unreasonably withheld.
1.5 All notices shall be in writing and transmitted to the party's address stated above.
All notices shall be deemed given when delivered, if'delivered personally or by
COUrIcr snail service, i.e.. Federal F'xpress or Airborne Express, delivered after.
SUCII notice has been deposited in the United States mail postage prepaid, if
t"
mailed certified or registered U.S. mail, rctLH-11 receipt requested; or received by
the party for which notice is intended if given in any other manner.
1.6 This Agreement, including; Appendices A throuL)h 11, is the entire Agreement
between the parties. '['his Agreement may be modified only by written agreement
signed by both parties. Wherever used, the terms '-VWNA" and "OWNFIR" shall
include the respective olf"icers, agents, directors, elected or appointed officials and
employees and, where appropriate, subcontractors or anyone acting on their
behalf.
Master OM&M Agreement Page No. 2
1.7 If* any terra, provision, covenant or condition of Agreerrient is held by a court
of competent Jurisdiction to be invalid, void Or Unenforceable, the remainder of'
the provisions shall remain in full force and effect and shall in no way be afflected,
impaired or invalidated.
1.8 It is understood that the relationship of VW`_NA to the OWNER is that of
independent contractor. The set -vices provided Linder this Agreement are of' a
professional nature and shall be performed in accordance with good and accepted
industry practices for contract operators similarly situated.. However, such
services shall not be considered engineering set -vices and nothing herein is
intended to imply that VWNA is to supply professional engineering services to
OWNFIR Unless specifically stated in this Agreement to the contrary.
1.9 Fach party shall bear their own attorney's 6ces and legal costs arising out Of Or in
furtherance of this Agreenicrit Unless otherwise expressly stated herein.
1.10 This Agreement is solely for the benefit of the Parties and no right or cause of
action shall accrue to or for the benefit ol"anyone that is not a Party. Nothing in
this Agreement, expressed or ii-Tiplied, is intended or shall be construed to confer
upon or give any person or entity other than the Parties any right, remedy, or
claim under or by reason of this Agreement or any provisions or conditions
hereof'-, and all ot'the provisions, representations, covenants and conditions herein
contained shall inure to the sole benefit of all(] shall be binding upon the Parties.
,
Ll I Prior to the commencement of work under this Agreement, VWNA shall
designate in writing an employee or other representative who shall serve as the
lead Project representative responsible for managing this Agreement oil behall'ot'
VWNA and who shall have full authority to approve changes in the Scope of
Work and compensation therefore, execute written Change Orders reflecting such
changes, render decisions promptly, and furnish inforrnation expeditiously to the
OWNF'R"s designated representative when neccssary, OWNER's City Manager
or City Commission shall be so designated on behalf of tile OWNUIR to approve
and execute change orders pursuant to the authority vested in each pursuant to the
City Charter of Winter Springs, Florida, OWNER shall also designate an
employee representative to be the lead Project manager responsible for managing
this Agreement on behalfof the OWNI-Ili. and C01111111,111iCating and furnishing
information expeditiously to VWNA's designated representative when necessary.
Each Party may freely change their respective designated representative by
providing written notice olthe change to the other Party.
I . 12 This Agreement shall be interpreted in accordance with its plain meaning and not
strictly for or against either party hereto. All Appendices attached to this
Agreement are hereby incorporated ill and made a part of this Agreement, In the
event of'a conflict between a provision of.'this Agreement,and a provision of any
Master OM&M Agreement Page No. 3
Appendix to this Agreement. the provisions of this Agreement and the Appendix
shall be read as one Agreement and each provision is to be construed in harmony
with the other provision to give each provision a reasonable meaning and avoid
any, interpretation that renders one or more pl-OViSiOlIS useless or redundant. Under
the circumstances when a provision ofthe Agreei-nent cannot be reconciled with a
provision of the Appendix,, the provision in the Agreement shall prevail.
1.13 Nothing in this Agreement shall be Construed as awaiver of the OWNER's police
powers or regulatory authority over the OWNF`R's water, sewer, reclaimed and
stormwater systems.
1.14 OWNFIR intends to avail themselves of the benefits of' section 768.28, Florida
Statutes, and any other statutc and common law governing sovereign immunity to
the fullest extent possible and nothing herein shall be C0JlStrLlCd as a waiver of
sovereign immunity by the OWNE'R.
1.15 The Parties will work together in good faith to implement the terms of`this
Agreement. As part of this cooperation, no Party will independently design,
permit or construct any portion of the Pro.ject outside of the process described
herein.
1.16 Ownership and copyright to all designs, drawings, specifications. instrLlCtiMIS,
manuals and other documents and deliverables and all accompanying data (In all
formats) created, developed or produced ffir OWNER Pursuant to services and
work done by VNVNA in the performance of this Agreement is vested in tile
OWNE"R. VWNA waives all rights of ownership and copyright in said designs,
drawings. specifications, instructions, manuals and other documents and
deliverables arid accompanying data in the performance of this Agreement, and
hereby assigns and conveys the same to the OWNER whether in tile possession 01,
control ot'VWNA or not. In addition, OWNI-..-.R hereby grants to VWNA, for the
Term of this Aoreement, a nonexclusive. royalty -free, license to use any
intellUftlal, property rights owned by OWNER required in connection with tile
provision of services under this Agreement. The OMINF.R call retrieve any such
designs., drawings, specifications, instructions,
manuals and other documents and
deliverables and a.ccornpanying data from VWNA at any time and at no cost
during the Term. In cooperation, witty the OWNF."R, at the end of the Term,
VWNA will use con-uriercial efforts to propose a bulk transfer function to obtain
such designs, drawings, specifications, instructions, inallUals and other documents
and deliverables and accompanying data that can be utilized by the OWNER.
VWNA agrees to accormilodate requests made by the OWNIHR,ear a vendor
working oil behalf of the OWNI.,.R, to provide information and assistance in
integrating such designs, drawings, specifications, HISti-LIC6011S, manuals and other
documents and deliverables and accompanying data with a third party
application in an industry standard format (e.g., comma delimited, Word, CSV,
Master OM&M Agreement Page iNo. 4
FNcel or GIS Files). Notwithstanding any, provisions to the contrary contained ill
this Agreement, VWNA shall retain sole ownership to its designs, drawings,
specifications. instructions, manuals and other dOCUPICII(S created, developed or
Produced Prior to this Agreement or independent of the provision of' designs,
drawings, specification.s, instructions, manuals and other doCUrnents and/or
deliverables created, developed or produced for OWN[-I'R under this Agreement,
However, if any SLICII pre-existing or independent intellectual property is
incorporated into, COrribined with, or required for' the operation or provision of
any works. materials. Inform ation and/or deliverables prepared hereunder or
developed as a result of' the services pet-ftm-ned hereunder, then VWNA hereby
grants, at no additional charge,. a 11011-eXCILISiVC, fully paid LIP. PCI'petUal,
irrevocable, assignable (in accordance with the ternis hereof), license to such pre-
existing or independent intellectual property, solely for use in connection with the
operation and maintenance of the Cacilities, to: (a) OWNFI� and its affiliates, and
(b) OWNER's vendors under contract to provide services to OWNER, provided
that Such vendors' LISC shall be limited solely to providing such Services.
2. INTENTIONALLY D[IIII—I'M
I V WN A's, Services — General
Beginning on the Gonlinencement Date:
3.1 V\VNA shall provide a SLlff-ICiCnt number of certified and qualified Personnel,
including management, administrative, operational, technical, laboratory and
V.7
clerical, who meet relevant State of Florlda reqUircilients and certifications
regarding water, wastewater, reclaimed and stormwaler treatment operations,
maintenance and management and are capable and demonstrate experience
necessary to operate the facilities covered by this Agreement.
3.2 VWNA shall provide ongoing training and education for appropriate Personnel in
all necessary areas of modern water,wastewater, reclaimed and stormwater
process control, maintenance, safety, and SLIPCI-Visory skills.
a.I V-iWNA shall develop and/or supply and LltiljZC COITIPUtei zed programs for
maintenance, process control, cost accounting, and laboratory Quality
Z-�
Assurance/Quality Control, Such programs shall be capable of'readily providing
historical data and trends.
3.4 Within fifteen (15) days after VWNA begins service under- tills Agreement,
VWNA will provide a physical inventory of' the OWNI.`R's vehicles and
equipment in use at the Project and a general statement as to the condition ofeach
vehicle or piece of equipment.
Master OM&M Agreenicut Page No. 5
15 VWNA will provide OWNER with a physical inventory of'chernicals and other
C011SUrnables on hand when VWNA begins SCI-ViCeS under this Agreement,
VWNA will provide OWNER with the same quantity of'chernicals or equivalent
upon termination of this Agreement.
3.6 VWNA shall be responsible for maintaining all manull"Icturers' warranties on new
equipment purchased by OWNER and assist OWNER in enforcing existing
CCILlipi-nent warranties and guarantees.
3.7 VWNA shall provide the OWNER. with full dOCLInientation that preventive
maintenance is being performed on OWNFR's owned equipment in accordance
with manufacturer's recommendations at intervals and in sufficient detail as may
be determined by the OWNL`R. Such a maintenance prograrn must include
doCUrnentation of' corrective and preventive maintenance and a spare parts
inventory.
3.8 VWNA shall operate, maintain and/or monitor the Pro . ject on a 24-hour per day,
seven day per week schedule, lout the facilities will only be staffed per the FDFT
permit requirements as of the date of contract signing,
19
Visits may be made at a reasonable time by OWNFR's City Manager and
Dircctors so designated by the OWNE.R's representative. Keys for the Pro ' ject
shall be provided to OWNER by VWNA J'01' Such visits. All visitors to the
Pro icct shall comply with VWNA's operating and safety procedures.
3.10 VWNA will implement and maintain an employee safety prograrn in coi-Tipliance
with applicable laws, rules and regulations and make recommendations to
OWNER regarding the need, if' any, for OWN[ R to rehabilitate, expand or
modify the Pr(ject to comply vvith governmental sal'ety regulations applicable to
VWNA's operations llel-CLU-idcr and federal regulations promulgated pursuant to
the Americans With Disability Act ("ADry" ). Said recommendations shall
include a 'written statement identifying all necessary Capital Expenditures, and a
reasonable schedule for completing the same, which VWNA believes must be
funded by OWNER pursuant to Section 7.1 With the exception of walking
recommendations to OWNER as required by this subsection, nothing herein shall
be construed to place Upon VWNA a duty to find and report violations of'cither
the safety laws or the ADA at the Iacility.
Il 1 VWNA may i-nodify the process arid/or facilities to achieve the objectives of this
Agreement and charge the Costs to the Maintenance and Repair ]Jfnit; provided,
however, no modification shall be withOUt. OWNFR's prior written approval ifthe
complete modification Cost shall be in excess ofFive'17110LIsand Dollars ($5,000).
Master OM&M Agreernent Pale No, 6
3.12 In any emergency affecting the safety of persons or- property, VWNA shall notify
OWNER of such emergency circumstances as soon as practical, and in all events
within four (4) hours after becoming aware of the CrnCrgenCy Cil-cur-11stances.
VWNA may act without written 211TIcr-rdment or change order,, at VWNA's
discretion, to prevent threatened damage, injury Or loss. VWNA. shall be
compensated by OWN] R f"or any such emergency work notwithstandingnotwithstandingthe lack
of a written amendimi-it. Such cornperisation shall inClUde VWNA's nova -labor
direct Costs for the emergency work. Nothing contained in this Section shall
iMPOSe Upon VWNA a duty to perform any eniergency Nvork absent a change
order and failure to perform any such emergency work shall not impose upon
VWNA an.),, liability fl(.)r errors and ornissions.
3.13 As reqUired by law, permit or court or regulatory agency consent order. VWNA
will prepare plant performance reports arid SLibmit them to OWNER for signature
and transmittal to appropriate authorities.
3.14 VWNA will provide laboratory testing and sampling presently required by plant
performance portions ofthe Sai'e Drinking Water Act, NPDFS permits, the Clean
Water Act and/or any federal, state or local rules and regulations, ;statutes or -
ordinances,
ordinances, permit or license requirements or.judicial and regulatory orders arid
decrees.
3.15 VWNA will provide for the collection and haUlill" of solid waste, screenings, grit,
sludge and SCUM (-Waste") to OWNF`R's existing,, or approve(] disposal sites. It
shall be the sole right and responsibility of' OWNL`IR to designate, approve or
select disposal sites to be USCCI by VWNA for OWNER's waste n-laterials. All
Waste and/or byproduct treated and/or generated during VWNA's performance of
services is and shall remain the sole and exclusive property of OWNI11R. All
manifiests or other documentation required for disposal of Waste shall be signed
by or in the name of the OWNt"R.
3.16 Within the first ninety ('90) days of this Agreement, VWNA shall provide
OWNER, with a listing of recommended actions and capital improvements that
VWNA believes will be required lor any of the facilities covered by the
Agreemcnt. 'Fhr0L1gh0L1t the Term, within one hundred twenty days 11201 days of
the end of Owners fiscal
iscal Year, VWNA may propose to OWNER, in writing,
additional capital improvements VWNA reasonably believes need to be
perf'ormed in order flor VWNA to be able to perform its obligations Under this
Agreement. Within thirty [30] days after receiving SLICII proposal., OWNL.R shall
respond to VWNA in writing clearly stating whether OWNFR accepts or rejects
SLICII proposal. It' accepted, OWNER and VWNA may negotiate under Section
10.1 (Change in Scope) for VWNA to pci1bri-n such improvements. If OWNI R
(i) rejects any, such proposal or (ii) Fails to perform (or cause; to perfiorm) any
Master OM&M Agreemelit Page No. 7
capital improvement proposed by VWNA or fails to perform any other capital
irnprovernents reasonably required to maintain the facilities covered by this
Agreement, and if such rejection or failure interferes or prevents VWNA. From
complying vvith this Agreement, then VWNA shall be relieved of' its
responsibihties to perform its obligations Under this Agreement.
3.17 IN -I[ NTIONALLY DELETED,
3.18 VWNA Shall Use reasonable ofoatsconsistent with prudent industry practices and
the Agreement to control odors froin the Facility so that no nuisance 01- CILST-Uption
of adjacent properties and facilities OCCUrS. VWNA, in COnjUnction with
OWNI.,'R. shall develop a proggrarn that identifies PMCCCIUres for certifying, and
documenting odor complaints, and shall establish prOCCdUres to address recurrent
filikires of the odor control program.
3,19 VWNA shall provide OWNE"R with an aCCOL11"Iting of -expenditures In .sufficient
detail as rnay be reasonably determined by OWNFR. to substantiate costs and
fees incurred in connection with Section s8 3, 8.4. 8.9'. 8.10 and 10.
3.20 Throughout the Term, VWNA shall maintain, at its own cost, the F]orida
BUSinCSS Tax Receipt.
3.21 VWNA shall use commercially reasonable efforts to maintain water and sewer
Use and C011SUI7lpti011 consistent with the data provided Under Section 7.10 of this
A in pei I Agreement I -flon-ning VWNA's services under this Agrecrilcilt
4, VWNA's Scope of Services — Waste8vater Treatment and Associated Reclaimed
Facilities
beginning can the Coninrencernent Date:
4.1 '['his Article shall apply to VWNA's OM&M services for the OWNER's
wastewater treatment systein and associated reclaim water- facilities.
4.2 Within the design capacity and capabilities oaf' the wastewater treatment plant(s)
described in detail in Appendix B, VWNA will manage, operate and maintain the
Last wastewater treatment plant designed to treat 2.012 million gallons a day
annual average daily flow (AADF) and the West wastewater treatment plant
designed to treat 2.07 million gallons a. day AADF so that effluent discharged
from the Plants meets the requirements specified in Appendix C-1, VWNA shall
monitor all wastewater entering the Plant and treat all such wastewater in
accordance with the tCl-ITIS of this Agreement and applicable law. Rcclairried water.
Master OM Agreement Page No. 8
intended for reclaimed CLIStOnlers will be treated in accordance with applicable
reclaimed water standards,
4.3 Subject to the availability of funds within the Maintenance and Repair Limit,
VWNA will perform all Maintenance and Repairs for the Wastewater portion of
the Project, and submit a monthly accounting to OWNER, along with a detailed
invoice, if Maintenance and Repair expenditures for the Pro.icet exceed the
Maintenance and Repair Lit -nit specified it) Section 8.1.
4.4 VWNA will pay all Costs incurred in Wastewater and associated reclaimed water
operations.
5, VWNA's Scope of Services — Lift Stations
Beginnim, on the Commencement Datc,
5,1 T'his Article shall apply to VWNA's maintenance and repair services for the
OWNFIR's wastewater collection system lift stations described in Appendix B.
5.2 VWNA will maintain and repair the wastewater collection system lift stations.
VWNA's responsibility For the lift stations begins at the end of the inlet pipe and
ends at the beglinning of the outlet pipe to the station.
I
5.3 SUb.ject to the availability of Rinds within the Maintenance and Repair I-Jinit,
,VWNA will perform all Maintenance and Repairs fbi- the lift station portion ofthe
Project, and Submit a monthly accounting to OWNER, along With a detailed
invoice, if Maintenance and Repair expenditures for the Project exceed the
Maintenance and Repair Limit specified in Section 8.1.
5.4 V\N"NA will pay all Costs incurred in lift station operations.
C. VWNA"s Scope of Services — WaterTreatment
Be -inning on the Commencement Date:
6,1 This Article shall apl-fly to VWNA's ()MGM services For the OWNE,'R's water
treatment System.
6.2 Within the design capacity and capabilities of the water treatment plant(s)
described in detail in LkpL)endix B, VWNA will manage, operate arid maintain the
water treatment plants designed to treat a capacity of 10.63 million gallons a day
(5.2 N4GD WIT41, 1736 WIT92 and 2.7 MCI at W14' #3) so that drinking
water distributed frorri the Plants rnects the requirements specified in Appendix
Mastcr OM&M Agreement Page No. 9
C-1. VWNA shall monitor all water entering and leaving the Plants and treat all
such, water in accordance with the terms of this Agreement and applicable la%v.
6.3 Subject to the availability of funds within the Maintenance and Repair I.,imit,
VWNA will perfbi-rn all Maintenance and Repairs for the Water portion of' the
Project, and submit a monthly accounting to OWNER., along with a detailed
invoice. if Maintenance and Repair expenditures for the Project exceed the
Maintenance and Repair Limit specified in Section 8.1.
6.4 VWNA will pay all Costs incurred in water operations.
6.5 VWNA's Scope of Services — StortuNvater
Beginning on the C,ornmencenient Date:
6.5.1 This Article shall apply to VWNA's OM&M services for the OWNFIR's
storm"water system.
6.5.2 VWNA shall evall-late the OWNI"'R's stormwater system and prepare a, written
scope of work and associated fee for providing stormwater services required by
this Agreement. ']'he cost ofthe evaluation shall be included in the initial Annual
Fee. UP011 1111.1tUal agreement of the scope of services and fec. OWNEIZ and
VWNA shall incorporate the same into this Agreement by written change order.
7. OWNEWs Duties
TI The OWNER shall fund all necessary Capital l"Apendiftires, which can be
performed by VWNA Linder an appropriate Change in. Scope arrienchrient to this
Agreeirici-it. Priority shall be given to safety and the ADA related expenses, Any
loss, damage, or injury resulting from OWNER's failure to provide capital
improvements and/or funds in excess of the Maintenance and Repair 1,imit when
reasonably requested by VWNA shall be the sole responsibility ol'OWNER,
7.2 The OWNER, shall keep in force all Project warranties, guarantees, easements and
licenses that have been granted to OWNM and are not transferred to VWNA
Under this Agreement.
Z:�
7.3 T'he OWNER shall pay all sales. excise, oel valorern,
property, franchise,
occupational and disposal taxes. or other taxes associated with the Project other
than taxes imposed upon VWNA's net income and/or payroll taxes for VWNA
employees. In the event VWNA is required to pay any sales tax or LISe. taxes on
the VaILIC of the services provided by VWNA herCLindcr or the services provided
by any subcontractor of VWNA. such payments shall be reimbursed by the
OW'NI]R Unless the OWNER furnishes a valid and properly executed exemption
certificate relieving the OWNER and VM/NA of the obligation For such taxes, In
Master ()M&M Agreerricril Page No. 10
the event the OWNER furnishes an exemption certificate which is invalid or not
applicable to services by VWNA, the OWNER shall indemnify VWNA f'or any
taxes, interest, penalties, and increment costs, expenses or fees which it may incur
as a result of'VWNA's reliance on SLIch certificate. VWNA's Annual Fee
shall be adjLiStCd throughout the Term for any increases or decreases in rates or
other related charges (including taxes) Imposed Upon VWNA by a taxing
authority, CXCILIding taxes based on VWNA's net income.
7.4 The OWNER shall provide VWNA, within a reasonable firne after reqUest and can
all ",is available" basis, with the temporary LISC ofany piece ofOWNER's heavy
equipment that is available so that VWNA may discharge its obligations Under
this Agreement in the most cost-effective manner. OWNER reserves the right to
impose reasonable conditions oil VWNA's temporary LISC ofheavy equipment.
7.5 OWNER shall provide all registrations and licenses for OWNI`R's vehicles Used
in connection with the Pro.ject,
7.6 OWNER shall provide for VWNA's eXCIUSiVC Use of all vehicles and equipment
presently in full -tinge USC at tile PTO iect. Appendix 11 contains a list of'OWNFI'R.
furnished vehicles as of the Cornmenceincrit Date. OWNI.,.R shall be responsible
for the replacement of'vehicles and equipment upon the end ofthe useful life of
such applicable vehielc or CClLIipnICIlt.
7.7 OWNER shall provide fear VWNA's entry into existing disposal sites for disposal
ofgarbage. screenings, grit, sludge and SCUM.
7.8 OWNER shall provide the Project Nvith appropriate security personnel and/or
devices to protect against any losses reSLilting Frorn the theft, damage, or
unauthorized LISC of property owned by OWNER and shall accept liability for
SLICII losses except to the extent such losses are directly caused by the acts of.
VVY'NA.
7.9 INTEN'TIONALLY DEL,ETL.,D.
7.10 The OWNER shall provide to VWNA., at OWNER's cost, water- and sewer
services. OWNER also shall provide the past three (3) years data for water and
SeWCI- Use and consumption at the facilities,
7.1 1 The OWNER shall keep in force any pro feet warranties, guarantees, casements
and licenses that have been granted to OWNER and are not transferred to VWNA
under this Agreement.
7.12 The OWNER shall continue to be responsible and pay Cor the general
administration and enfiorcernent of {i) the wastmater and collection system, (ii)
Master OM&M Agreement Page No. 1 1
OWN[ - �R's Industrial Pretreatment Program, (iii) new water and sewer connections
unless VWNA is retained tO Perf01-111 SUCh Functions as a Change in Scope hereunder, (iv)
the water and CflStrihUtiOn SyStCln, (V) the reLISC SyStelll and (vi) long-term System and
Service Area planning. Typical adiiiiiiistration costs associated with the above activitscs
include costs such as the services oftlic auditor, lawyer, and liability ir)SLIrance.
T13 The OWNER shall fund and assist in implementation of the $2,783,800 in priority
repairs identified on, A endix F to this Agreement (the "Priority Repairs"). The EL_
iniplenmitation of the Priority Repairs shall be prioritized by safety, compliance
and efficiency and wil I be completed within eighteen (18) moriths, ol"the Eff'ective
Date unless otherwise agreed to by the Parties in writing. VWNA will have direct
control over the project schedule Nvith a goal of'completing the Priority Repairs as
quickly as possible.
7. W 'I he OWNER shall directly pay the electric hills Ilor the vvatcr plants, wastewater
plants, rCpUrnp facility, reuse aUgrilentation plant and the lift stations (other than
the private 1111 stations), I lowever, said electric bills are Included in the Annual
Fee and reimbursement of these bills shall be the responsibility of VWNA.
Therefore, the OWNI-,"R shall account for the reirribLU'SCInent by deducting froin
its payment of each monthly invoice the total arnOUnt 0f'thCSC electric bills. Upon
payment, OWNER shall irriniccliatCly submit by email copies of the electric bills
f'or which a deduction is being made. Any deduction clairried without a
supporting invoice will he added back to [lie following month's invoice for
payment by the OWNE'llk.
T15 The OWNER shall be responsible for mowing the grass at the infiltration ponds,
spray Fields and around the lift stations, The OWNER shall coordinate with
VWNA any nic)vving it the infiltration ponds or the spray fields to ensure
compliance with Lill permits.
7.16 The OWNF'R shall provide access and purchase the fuel for the trucks, portable
generators and PLIMPS. However, said fuel charges are included in theAII?IUal Fee
and reimbursement of these fuel charges shall be the responsibility of VWNA.
"Theref'ore. the OWNER shall aCCOLHIt for the reirribUrsernent by deducting from
its payment of each monthly invoice the total anIOL1111 of these I'Llel bills, Upon
payrriC1.11, OWNFR shall immediately submit by crnail copies of the fuel bills
which a deduction is being made. Any deduction claimed WithOLIt a SUPPOI-ting
invoice will be added back to the following rnontWs invoice for payment by the
OWNER,
7.17 ']'he OWNFR shall be responsible liver payment of any accrued vacation leave
Owed to erriployces upon their resignation or termination from the OWNER.
8. Compensation
Master OM&M Agreement Page No. 12
8.1 VWNA's compensation under this Agreement shall consist of a pre-determ i tied
fixed monthly Ice (the "Monthly Fee"). The initial Monthly 1, ee shall be
$277,260( 17 ($3,327,122.(l4 annually). The Monthly Fee shall be prorated flor the
time period beginning oil the Commencement Date of' October 28, 2019 through
OWNER October 31, 2019 shall equal $35,775.51 for this tirne period. The initial
Maintenance and Repair Limit included ]it the Monthly Fee is $21,350.00
($256,200.00 annually). The prorated Maintenance and Repair Limit fbi- the period
October 28. 2019 through October 31, 2019 and Included in the Monthly Fee
equates to $2,754.84.
8.2 Within thirty (30) ofthe end of each contract year, OWNER shall provide to VWNA
all electricity invoices fior the fticility for- the prCVi0US contract year. Ifthe actual
payments by OWNI'-.R for electricity during such contract year differ (rom the
deductions reflected On the monthly invoices for such contract year, such difference
(positive or negative) sliail he paid by or credited to VWNA in accordance with
Section 9.3 below.
83 If' actual Maintenance and Repair expenditures are less than the Maintenance and
Repair Limit for any Agreement year, VWNA will rebate the entire difl"erence to
OWNI, I R in accordance with Section 9.3. If' actual Maintenance and Repair
expenditures exceed the Maintenance: and Repair Limit, 0WNF`.R will pay the
excess to VWNA in accordance with Section 9.3. VWNA Nvill notifv OWNI."'R in
writing when ilCtUal Maintenance and Repair expenditures equal eighty percent
(8(1%) ofMaintenance and Repair Limit.
8.4 The services being provided Under this Avreement. are based on reasonably expected
overtime for normal breakdowns or services required alter hours. Any additional
expenses including straight or overtime wages caused by severe weather, a disaster
or unplanned event that may be recovered through billing any third party including
the State or Federal Government FFMA funds will be billed to the ONNINY"R for
reirnbUrSC11101t.
8.5 'file AnnLUll! Fee (and Maintenance and Repair Limit included therein) shall be
negotiated each year at least lour (4) months prior to the commencement of-' the
OWNE'R's next fiscal year on Oct I", Should OWNFR and VWNA fiail to aprec, t lie
Annual Fee (and Maintenance and Repair Limit included therein) will be ad - lusted
based on the Annual Fee AdJUStrnCut FornlUla included in Appendix E.
8.6 Beginning on May 1�, 2020, the Monthly Fee shall be increased $6,761.75, to
Z--
account for competitive wage adjustments to the licensed water and wastewater
operators,
8.7 I"or a period of eighteen (18) consecutive months following the Cot-nniencernent
Date. OWNER shall pay VWNA, in accordance with Article 9, a "( I "onstruction
Management Fee" in the amount of $,8,500.00 per month or a total of $153,000
Master W&M Agreement Page No, 13
Z-
for the coordination, procurement and COnStFUCtiOn management work as
identified and required in Appendix C related to Priority Repairs, which are
identified on Appe"dix .
8.8 For a period cat` eighteen (l8) consecutive months following the Commencement
Date, OWNER shall pay VWNA, in accordance with Article 9, a "Construction
Caused Operation FCC in the arrn0UJIt of $8,333.33 per month or a total of
$150,000 to offset anticipated higher operating costs in electricity, sludge and
chemicals related to the Priority Repairs during the first eighteen 111oliths of the
Agreement.
8.9 Should the actual Electrical Rate deviate froni the, Baseline F"Icetrical Rate, the
SUM of the Actual Electrical Rate less the Baseline F"Iectrical Rate shall be
multiplied by the total alinual electricity COnSLInIpti0r) (KWh) for each Agreement
year. A positive VaIUC Will be owed to VWNA and a negative vaILIC will represent
a rebate from VWNA to the OWNER, payable pursuant to Section 9.3. "Hils
electricity rate compensation reconciliation shall OCCUr annually no later than
sixty (60) days following the end of the OWNL,"R's fiscal year.
8.10 J'he services being provided Under this Agreement are based on routine generator
testing and maintenance. Any,additional expense tbr fuel incurred to address a Force
MZI,jel.lre Everit or any other unplanned event will be invoiced to the OWNFR lor
reirlibUl-Sernent,
9. Payment of Compensation
9.1 Following the end ofeach month, VW'N.A shall provide 0WNFIR all invoice tear
the compensation dLIC and payable l'or each month that services are provided, (i)
for eighteen consecutive M011thS from the Commencement Date, the monthly
ConstrUCtiOrl Management Fee as required by Section 8.7, (ii) for eighteen
COnSeCLItlVe months From the Commencement Date, the monthly Construction
CaLlsed 01-.)erations Fee as required by Section 8.8, and (iii) through the"Ferm, the
Monthly F'ce for the current month as required by Section 8.1. On an arrears basis.
OWNER will deduct the actual cost ofthe electricity consumed and fuel Utilized
by VWNA operated vehicles. OWNER,
'R shall pay each invoice Within fifteen (15)
days ofthe date of each invoice. The first paynient due under this Section shall be
December 1, 2019 for services rendered in October (prorated) and Noverriber.
2019.
9.2 All other compensation to VWNA, which may be agreed upon by the Parties and
due and payable under the terms of this Aggreement, will be paid within thirty (30)
days ofthe MVNII-IR receiving an acceptable invoice from VWNA.
Master OM&M Agreement Page No. I d
9.3 Any monies payable pursuant to Section 8.3 and Section 8.9 will be paid within
sixty (60) calendar days after the end of the OWNER's fiscal year.
9A If'VWNA subinits an acceptable invoice, OWNER shall pay interest at an annual
rate equal to the prime interest rates published by J11 Morgan Chase & Co., said
rate of interest not to exceed any limitation provided by law, oil payments not
paid and received within thirty (30) calendar days frorn the due date, Such interest
being calculated from the due date of the payment. In the event the charges
hereunder might exceed any limitation provided by law, such charges shall be
reduced to the highest rate or arnotint, within such limitation.
10, Scope Changes
IOA A Change in Scope of set -vices shall OCCLIr When and as VWNA's costs of
providing services under this Agreement change as a result of:
10, 1 , I any change in Pro.ject operations, personnel qualifications or staffing
required to incet the obligations of this Agreement,
10. 1 .2 any change required as a result of Force MaJeure Ivent;
10.1.3 increases or decreases it) the OWNLIR's water, seNver or reclaimed
customer base of not less than ten perccnt. (10%) of the customer base
not previously accounted f'or in the prior Annual F'cc;
IOAA increases or decreases of not less than ten percent (10%) in the itifluent
flow or loadings as demonstrated by a twelve month floating average
compared to the twelve month period ending oil the efTective date of this
Agreement (baseline flow and loading inf'ormation is located ill
AUpendix C-1);
10.1.5 Any (i) change in disposal methods, landfill facilities or disposal sites or
(ii) increase of costs to UtIlIZC Such method, landfill facility or disposal
site, that results in additional cost to VWNA shall be considered a Scope
Change;
n
10.1.6 OWNER's vvi-iUcii request of VWNA and VWNA's written consent to
provide additional services.
1 U For Changes in Scope described in Sections 10. 1. 1 through, and including., 10.1.5,
the A11111.1al Fee shall be increased (or decreased) by an amount equal to VWNA's
actual additional (reduced) Cost associated with the Change
'fiang e in Scope PILIS tell
percent (10%). Modifications of the Annual Fee as a result of, conditions
described in Section 10. 1 4 shall be retroactively applied to the beginning of the
Master OM&M Agreement Page No. 15
twelve-month comparison period and prospectively incorporated into the Annual
Fee in the next OWNER's Fiscal Year.
10.3 OWNLI'R and VWNA shall negotiate an Increase in VWNA's Annual Fee for
Changes in Scope based on Section 10.1.6.
11. Indemnity, Liability and Insurance
11.1 VWNA hereby agrees to indemnify and hold OWNLI'R harmless frorn any liability
or damages for bodily injury, including death, property dall-la.gcs and pollution
damages which may arise from VWNA's negligence or willful rniscondLICt under -
this Agreement; provided, VWN.A shall be liable only for that percentage of total
darnages that corresponds to its percentage oftotal negligence or Fault.
1 1.2 OWNER of to indemnity and hold VWNA harmless firorn any liability or
damage or bodily injury,
jUry, including death, property daniages arid pollution
damages which rna.), arise from OWNFRs negligence or willful misconduct
under this Agreement; provided, OWNER, shall be liable only for that percentage
of total darnages that corresponds to its pereentage of total negligence or. fai-Ilt,
Nothing contained in this subsection or Agreement shall limit or be construed as a
waiver of [lie OWNER's rights to sovereign ii-ninunity under Section 768.28,
Florida StatUteS.
1 1. 3 OWNLIR shall be liable for 11fflure to comply with Florida procurement laws.
11.4 Unless covered by the indemnities contained in this Article, neither V\VNA no] -
the OWNER shall be liable to the other in any action or claim for consequential,
incidental or special damages,, loss of profits, loss of'opportunity. loss of product
or loss of use. Any protection against liability for losses or damages afforded any,
individual or entity by these terms shall apply whether the action in which
recovery of damages is sought is based on contract, tort (including sole,
C011CUrrent or other negligence and strict liability of any protected Individual Or
entity), St8ftite or otherwise. To the extent permitted by law, any statutory
remedies, which are inconsistent with these terms, are waived.
11 .5 VWNA shall be liable for those f-ines or civil penalties imposed by a regulatory or
enforcement agency for violations occurring on or after the Cornniencenicrit Date,
cif the effluent quality requirements provided For in Appendix ( , that are a result
of VWNA's negligence or willful misconduct, OWNFIZ will assist VWNA to
contest any such Fines In administrative proceedings and/or in court prior to any
payment by VWNA. VWNA shall pay the cost ofany such contest.
11.6 OWNER shall be liable for those fines or civil penalties imposed by any
regulatory or enforcement agencies on OWNEIR and/or VWNA that are not a
Master OM&,M Agreement Page No. G 6
rCSLIlt of' VWNA's negligence or willful misconduct or are otherwise directly
related to the ownership of the Project by OWNER and OWNFIR shall indemnify
and hold VWNA harmless from the payment of any, such fines and/or penalties
directly related to the ownership of the Project and notresult of VWNA's
negligence or willful misconduct.
1 1.7 To the fullest extent permitted by law and notwithstanding any other provision of
this Agreentent, VWNA's liability for performance or non-performance of any
obligation arising Under the Agreenicrit, (whether arising Under breach of'contract,
tort. strict liability, or any other theory of law or equity) including, but ilOt IHTI[ted
to its indeninity obligations specified in this Article, shall not exceed XCCCd all aaraacatrrrt
eCILIal to the greater of (i) one times the HICII current Annual Fee, or (ii) available
insurance tip to the limits set I'brth in this Agreement, provided that the foregoing
limitation shall not apply to any losses resulting from the gross negligence or
willful rniscondUCtofVWNA or VWNA's subcontractors,, employees or agents in
breach ofVWNA's obhgations under this Agreernent.
11.8 111"ach party shall obtain and maintain insurance coverage of a type and in the
amounts described in Apl,.)endix D. FIach party shall provide the other party With
satisfactory, PI-001'0fir)SLH-ance,
11.9 The provisions of'Sections I ].I through 11 .7 above shall survive the termination
of the Agreement.
12. Term, Termination and Default
11 1 rf,l,,, initial term of this Agreement shall commence on October 28, 2019 and end
on September 30, 2024 ('*Initial Term"). Thereafter, this Agreement shall be
automatically renewed l'or successive one year terms each commencing on
October I" (each, a "Renewal Tern?", and together with the Initial Term, the
"Term"), Unless canceled in writing by either party no less than ninety (90) (lays
prior to end of the OWNER's current Fiscal Year ,
112 Upon completion of the Initial Term under this Agreement, each party shall have
(fie right to terminate this Agrccritent for convenience by providing written notice
of termination no later than ninety (90) days prior to the end of OWNER's current
F , iscal Year,
12.3 Failure on the part of any Party, to observe, comply with, perform or maintain in
any material way any term, covenant, condition, Any, obligation, representation
or warranty contained HI or arising out of this Agreement, shall constitute a
DCrLILIlt under this Agreement. Upon the occurrence of a Default by any Party,
the other Party shall deliver written notice to the Party in Default identifying the
specific nature of the Default therein. The Party in Default shall have thirty (30)
Master OM&M Agreement llmge No. 17
days (ten (10) clays liar payment Default) vVithin Which to Cure the Default.
Provided, if the Default is of .such a nature that it cannot be cured within thirty
(30) days (or tell (W) days., if applicable), the Party in default Shall IMVC such
additional time as play be necessary to cure the Default, so long Lis Nvithin said
period, the Party in Default commences the cure and diligently prosecutes such
Cure Until C0111pletiOn. For any Default not cured as provided herein. the non -
defaulting Party may terminate this Agreement after giving at least ten (10) days
written notice prior to the efl'ective date of termination.
12.4 In the event that this Agreement is terminated Linder Section 123 prior to the
encling date of the Term, OWNER shall pay to VWNA any funds identified in
Section 8 that have not been paid to VWNA through the date of' termination,
including any unarnortized balance of any capital improvements, plus actual
demobilization out-of-pocket costs and severance.
12.5 Upon notice of termination by OWNER, VWNA shall assist OWNLIA in
aSSUIlling operation Of the Pro ' ject. If LI additional Cost is inCn-ccl by VWNA at
request of OWNER, OWNER shall pay VWNA such Cost within thirty (30) days
ofreccipt of an acceptable invoice.
12.6 Upon termination ofthis Agreement and all renewals and extensions of it, VWNA
Z7�
,will I-CILL11-11 the ProJect to OWNFR in the same condition as it was upon the
Commencement Date of this Agreement, ordinary wear and tear excepted.
Equipment and other personal property purchased by VWNA for use in the
operation or maintenance of the 1"To.ject shall remain the property of'VWNA Up011
termination of this Agreement unless the property was directly paid f'or by
OWNI-1,"R, or OWNF'IS. specifically reimbursed VWNA for the cost incurred to
purchase the property or this Agreeilicrit provides to the contrary.
13. Labor Disputes Lincl Force MayeUre
13.1 In the event activities by employee groups or unions cause a disruption in
VW'NA's ability to perform at the Project,
ject., Such as labor disputes, strikes, work
slo,vvdowns or work stoppages, OWNER, vvith VWNA's assistance or VWNA at
its own option, may seek appropriate injunctive court orders. During any Such
disruption, VWNA shall operate the facilities oil a commercially reasonable -
efforts basis until any such disruptions cease. If the disruption does not cease by
issuance of' an injunction or otherwise within ninety (90) days of the
commencement of' the activities causing the disruption, the City may declare
VWNA in default and terminate this Agreement by providing at least tell (10)
days written notice, Upon [crillination, Sections 12.4, 12.5 and 12.6 shall apply.
Masler OM& M Agreement Page No. 1S
13.2 The Parties acknowledge and agree that the OWNER'S utilities systems covered
by this Agreement are critical in!"rastrUCtUre so essential that their continued
operation Is required to ensure the security of the City of Winter Springs, its
economy, and the public's health and/or safety of its residents and businesses. As
Such, OWNER and VWNA corninit to each other to use their respective
corrinict-cially reasonable-efflorts, as owner and operator, to repair, restore, operate
and/or mana-c the utilities systems Under the terns and conditions of this
Agreement, even during and after a Force Ma.leure Event Such as to mitigate the
effects 01' Such Force Majeure Fvent. This AgreerneIrIt Shall not be terminated in
whole or in part, as a result of a Force Ma ' jeure Event unless by ITILItUal written
agreement or VWNA's abandonment of its 01)1'(,IatiOlIS under this Aorcernerit.
Further, except as provided by Section 13.3, neither Party shall be liable for any
default or delay in the perlormance if' its obligatiOnS Under this Agreement if and
to the extent such default or delay is caused, directly or indirectly, by a Force
MajCUre Event, but Only for the duration and to the extent of said F01-CC MajeUre
Event and only ifsald Party is not directly or indirectly responsible therefor, Any
Party claiming to be relieved of any such performance obligation pursuant to this
Section shall immediately notify the other by phone and give prompt written
notice thereof to the other Party and shall describe at a reasonable level ol'detail
the circumstances causing such delay, In such event, the nonperfori-ning Party
t7
shall be temporarily CXCLIsed from further performance or observance of the
obligations so affected lor as long as such circumstances prevail, and such Party
agrees to remedy with all reasonable arid commercially acceptable dispatch and to
whatever extent possible without delay the CaUSC or causes preventing the
nonperforming Party from carrying out its performance obligations Under this
Agreement. Notwithstanding the aforesaid. if non -performing Part), does not
remedy the cause or CaUSLS preventing Full pertbi-mance within one hundred
eighty (180) days of the Force Ma ' jeure Fvent, the other Party rnay declare the
non -performing Party in default pursuant to Section 12.3 of this Agreement,
133 In the event that VWNA fails to operate and maintain the utilities systems
covered by this Agreement, in whole or in part., or fails to fult-ill its obligations
under this Section 13 during a Force Ma ' jCUre Event, for any period of time in
excess of forty-eight (48) consecutiveIIOUI-S without prior approval of the
OWNFIR, or iftk utilities SyStCITI is abandoned by VWNA during or after a Force
MaJeure Gwent, the OWNFR may also, at its option, operate and maintain the
utilities system affected by V%k`NA's failure or abandonment or designate an
operator for such purposes in order to restore utilities SCFViCC Linder conditions
acceptable to the OWNE'R, fi) such event, OWNER shall have free and unfettered
access to the utilities systems and premises for purposes 01"continuing operations
and ma intenancc notwithstanding any other conflicting provision, in this
Agreement. Further, if' required to fulfill VWNA's Force MajCLU-c Evcnt
obligations stated herein, subject to the limitations of liability set f-,orth in Section
I 1, VWNA shall reimburse the OWN["R, for all costs and damages resulting frorn
Master OM&M Agreenient Page No. 19
the VWNAs failure to perform, and such reimbursement shall be deducted frorn
the Monthly Fee required by Section 8. 1 Until reimbursement is paid In full.
14. ArillUal Audit of Services,
14.1 OWNF1'R will retain the services of an independent engineering firm, with
expertise in water, sewer, reclaimed and stormwater utilities operations,
maintenance and managcincin, to conduct periodic inspections and performance
audits of'VWNA's perl'orinaRCC under this Agreement including verifying proper
testing of Water (ILIahty and equipment, accurate preparation of lab and other
operating reports, adequate quality and process controls, and compliance with
applicable permits. SUCII aUdits, and inspections shall he scheduled by OWNI , R
annually or as otherwise deemed warranted by OWNI,I'R.. Upon completion and
release of the independent engineering firm's audit finding, OWNER and VWNA
shall meet within thirty (30) days to dISCLISS the findings and identify and
implement any necessary operational, ii'mintenance or ri'mriagement adjusu-ncrits
that Must be made by OWNER based on the findings, if any.
15. Public Records,
15.1 PUrstiant to Section 119.0701. I'lorida Statutes and other applicable public records
laws.. VWNA agrees that any records, documents, transactions, vvritings, papers,
letters, COMpUtcrized itillorniation and programs. maps, books, audio or video
tapes, filins, photographs, data processing soffivare, \vritings or other material(s),
regardless of the physical Form, characteristics, or means of- transmission, of'
VWNA related, directly or indirectly, to the services provided to tile OWNER
under this Agreement and made or received Pursuant to law or ordinance or In
connection with the transaction of official business by the OWNER, may be
Ciectned to be a public record, Uniess otherwise exempted or prevented fi,om
disclosure Under Section 119.0701, [Florida Statutes or Under federal privacy
laws, whether in the possession or control of OWN] R or the VWNA. Said
records, documents, transactions, writings, papers, letters, computerized
information and programs, maps, books, audio or video tapes. films, photo(' Yraphs,
data processing software, writhigs or other matcrial(s), regardless of the physical
form, characteristics, or means of transmission of VWNA SUbJect to the
provisions ol'(11apter 1 19, Florida Statutes, and may not be destroyed without the
specific written approval of the (.)WNI-.,R's designated custodian of Public
records.
11VWNA HAS QUESTIONS RL1GAR,DfNG 'HIE; APPLICATION 017
TO THE VWNA�S DUTY TO
CJIAP'1'1--,'R 119, F'LORIDA STA
I
PROVIDL' PUBLIC Rl" ' CORDS Rl"TATING TO THIS AGRETMLAT,
C,ONTA(`T TFIE' OER' WNS CUSTODIAN OF' PUBLIC REICORDS, ANDRI:A
Master OM&M Agreenierit Page No. 20
L,ORFNZO LUACLS, CITY ("I ER AT' (407) 327-5955,
AI,I,JAClS(4,)CI'I'YO['WIN'l"I3RSPRIN('iS.ORG, 1126 11,'AST STATE, ROAD
434, WfNT11"R SPRINGS, FLORIDA 32708.
VWNA is required to and agrees to comply with public records laws. VWNA
shall keep and maintain all public records required by OWNj.,R to perform the
services as agreed to herein. VWNA shall provide the OWNER, Upon request
fi-om the OWNERs City Clerk, 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 by law. VWNA shall enSLIFC that public records that are
exempt or confidential and exempt frorn public records disclosure requirements
are riot disclosed except as authorized by law fear- the duration of' the Agreen'l.ent
term. Upon cornpletion of' the Agreement, VWNA shall transfer to OWNER, at
no cost, all public records in possession of the VWNA. Upon such transfer,
VWNA shall destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. All records stored
electronically Must be provided to OWNER, upon request fi-0111 the City Clerk., HI
as forrnat that is compatible With the iril'orniation technology Sy'Stcl-ris of OWNER.
Should the VWNA does not Possess public records relating to this Agreement
which are requested to be inspected or copied by the OWNF,1'R. or ally other
person, the OWNER shall iml-nediately notify VWNA Of the I-CCILIest and VWNA
shall then provide such records to the OWNF'R or allow the records to be
inspected or copied within a reasonable time, It' VWNA does not comply with a
public records re(JUCSt. the OWNI:,,R enforcc this Section to the extent permitted
by law. VWNA acknowledges that if' VWNA does not provide the public records
to the OWNFR within a reasonable time. VWNA may 31 be subject to penalties
J
Under Section 119.10, Florida Statutes, VWNA acknowledges that if' as civil
action is filed against VWNA to compel prodUCtiOn Of public records relating to
this Agreement, the court may assess and award against VWNA the reasonable
costs of enforcement, Including reasonable attorney, lees. All public records in
connection with this Agreement shall,, at any and all reasonable times during file
normal business hours of' VWNA, be opcn and freely exhibited to the OWNER
and OWNER's contractors and agents for the Purpose of examination, audit, or
otherwise, Failure by VWNA to grant SUCII public access and comply with Public
records laws and/or re(ILICStS shall be grounds for immediate unilateral
cancellation of this Agreement by the OWNI,"R UIX)n delivery of a written notice
of cancellation. If VWNA fitils to comply with this Section, and the OWNER
must enforcc this Section, or the (.)WNI-"R, suffers a third party award of attorney's
fees and/or damages for violating Chapter 119, Florida Statutes, due to VWNA's
flaili-ire to comply with this Section, the OWNER shall collect From VWNA
prevailing party attorney's fees and costs, and any darnagcs incurred by tile
OWNER, for enfiorcing this Section against VWNA. And, il' applicable, the
OWNER shall also be entitled to reimbursement of' all attorneys' fees and
damages which the OWNFI'R had to, pay a third party because of VWNA's failure
Master OM&M Agreement Page No. 21
to comply with this Section. The terms and conditions set forth in this Section
shall survive the termination of this Agreement.
16. Owner's Existing Relevant Supply, Service and Maintenance Contracts.
16.1 No later than fifteen (15) clays after the Commencement Date, OWNER. shall
identify and set aside for review by the Parties all existing Supply, service and
maintenance contracts and purchase orders applicable to OWNER.'s operation and
maintenance of the utilities systems covered by this Agreement. Upon
identification oil' the contracts, the Parties shall thereafter rneet within fourteen
(14) clays to review said contracts and purchase orders for purposes of
determining whether it is legally feasible and in the best Interests of the Parties for
the 0WN1_-.`.R to terminate, maintain or, assign any of the contracts or purchase
orders to VWNA.
17. F'niergency Operations.
17,1 During a declared state of emergency affecting the territorial limits of the City of
Winter Springs, such as a hurricane, tropical storm or other catastrophic event,
VWNA shall be present and participate in the OWNER's emergency operations
plan by stationing necessary employees for emergency planning and response
purposes related to operating and maintaining the utilities systems covered by this
Agreement during the state of'emergency.
Both pat -ties inclicate their approval of this Agreement by their signatures below, and each party
warrants that all corporate or governmental actions, approvals and consents necessary to bind the
parties to the terms of this Agreement have been taken.
WINTER SPRINGS, FLORIDA
By:
Nai
'title:.. A. _D1 &YVCk_...
1) ate ( O'� 1,
VEOLIA WATER NORTH AMERICA -
SO UTH, LLC
By:
. . . . .......... . ....... . . ........ . . . .
Name: Steven J. Kruger
'l'itle: Sr. Vice President, uations
Date:
Master OM&M Agreoment Page No. 22
APPENDIX A
DEFINITIONS
A. I "Adequate 'Nutrients" means plant influent nitrogen, Phosphorus and iron contents
proportional to 13005 in the ratio of five (5) parts nitrogen,, one (1) part phosphorus, and
one-half (0.5) part iron Ior each One hundred (100) parts 1301).5.
A.2 "Annual F'ee" 111CalIS all alnOUlIt equal to twelve (12) times the then applicable Monthly
Fee.
A, 3 "Baseline Flectrical Rate" shall mean $0,0896/Kwh.
AA -Biologically J'oxic Substances" means any Substance or combination 01' Substances
contained in the plant influent in SLItTiCicritly high concentration so as to interfere with the
I-) i ological processes necessary For the removal of the organic and chemical constituents
ol'the wastewater required to meet the discharge requirements of'OWNF`IRs Certificate
of'Approval. Biologically toxic substances inclUde, but are riot limited to, heavy metals,
phenols, cyanides, pesticides and herbicides.
A.5 -C.'apital L'Apenditures" rnearis any expenditures for (I ) the purchase of new equipment or
facility items that cost more than Five ThOLIlsand Dollars ($5,000); or (2) major repairs
which significantly extend eCILlipulClit or facility service life arid cost more than Five
Thousand Dollars ($5,000) or (3) expenditures that are planned, non -routine and
budgeted by OWNFIR.
A.6 -Con,imencement Date- shall nican October 28, 2019.
A.7 "Cost"' rneans all Direct Cost and indirect cost determined on an accrual basis in
accordance with generally accepted aCCOLUIting ]Drir)CiPICS.
A.8 "Direct Cost" means the actual cost incurred for the direct benefit of the llrcj�ect
including, but not limited to, expenditures for project nianagerrici-it arid labor, employee
benefit.s, chernicals, lab supplies, repairs, repair parts, maintenance parts, safety Supplies,
gasoline, oil, equipment rental, legal and professional services, quality assurance, travel,
office SLIPPIiCS, Other Supplies, uniforms, communications, postage, utilities, tools,
memberships and training supplies.
A,9 "I Aectrical Rate" means the annual gross cost of' electricity (Youd billings an"101.111t I01-
supply and distribution, demand and energy, other charges, taxes and fees) divided by
total energy consumption expressed as total KWh, in aggregate.
A. 10 "Force MaJeUrc Event" shall mean any event or condition occurring after the
Commencement Date which has an effect on the rights or obligations ofthe parties under
this Agreenicnt, Or upon the Project, which is beyond the reasonable control of the party
relying thereon and COnStitLuCS ajustification for a delay in or non-performance ofaction
required by this Agreement, including butnot limited to (i) an act of God, landslide,
lightning, cartlICILiake, tornado, fire, explosion, flood., drought, earth movement, or similar
catastrophic event; (ii) failure to possess SUffiCiCrit property rights, acts of the public
enemy, war, blockade, terrorist acts, sabotage, insurrection, riot or civil disturbance, (iii)
preliminary or final order of any local, province, administrative agency or governmental
body of competent jurisdiction, (Iv) any change in law, regulation. rule, reqUil-Culent,
interpretation or statute adopted, promulgated, issued or otherwise specifically modified
or changed by any local, province or governmental body, (v) loss of or inability to obtain
service from a utility necessary to furnish power for the operation and maintenance of the
Project; (vi) the presence of Biologically Toxic Substances or I lazardous Wastes in the
influent to the Treatment. Facility; (vii) violations of the OWNER's Industrial
Pretreatment Program discharge limits (if applicable) which are 01' such a quantity, and
quality so as to Cause Substantial disruption in the operations or biological activity of the
Project; or (vii) any other action by any third party that makes it impossible or extremely
impracticable for a Party to perform its obligations under this Agreement except labor
disputes, strikes., work slowdowns or work stoppages which are covered separately under
Section 13.1 of this Agreement.
AI I "KWIC" rneans kilowatt hours.
A. 12 ",Maintenance" means those routine and/or repetitive activities required or recommended
by the equipment or facility niarlUfaCtUrff or by V\VNA to maximize the service life of
the water, sewer, reclaimed and storinwater equipment and facilities rind vehicles..
A.1 3 "Maintenance and Repair Limit" means the total Maintenance and Repair expenditures
that VWNA has included in the Annual FCC. Such expenditures exclude any labor costs
for VWNA's staff assigned to the Project. VW NA's specialized maintenance personnel
not assigned at the Pro ' ject., who provide such specialized services such as, but not limited
to., vibration, thermooraphy and electrical analyses, HISU'Urueut,16011 maintenance and
repair will be charged to the Maintenance and Repair Limit.
A.] 4 "Monthly Fee" has the meaning set forth in Section 8.1 of'lhe Agreement.
,
A, 15 "Owner's Fiscal Year" shall mean the annual time period running fi-0111 October I"
through September 30"'.
A. 16 `'Project" meaus all equipment, vehicles, grounds, rights of way, sewers and facilities
described in 'Appendix 13 and, where appropriate, the management, operations and
maintenance of such.
A-17 "Repairs" means those tioji-t-oLitiiie/iioii-repetitive activities required for operational
continuity, safety and pert'ormance generally due to failure or to avert a fhHUre of the
equipment, sewer, vcllicles or f"Icilities or Some Component thereof.
APPENDIX 13
DESCRIP"TION M�' j-,im,wcr
VWNA agrees to provide the services necessary for the management, operation and maintenance
Z-1
of the following:
a. All equipment, vehicles, grounds and facilities now existing within the present
property boundaries of or being used to operate:
Water Plant 41 at 851 Northern Way, Winter Springs, FL 32708
Water Plant #2 700 Sheoah Blvd., Winter Springs, I'L. 3�2708
Water Plant #3 1 10 West Baharna Road, Winter Springs, Ff.. 32708
11,.ast Wastewater Treatment Plant, 1560 Winter Springs 131vd, Winter
Springs Florida 32708
West Waste\vatcr Treatment Plant, l000 \Xest SR 434, Winter Springs,
Florida 32708
Lake Jesup Reclaimed Water ALIgMentation Facility, 900 East State Road
434, Winter Springs, Florida 32708
Oak Forest Reclaimed Water IStorage and RCpUnIp Facility
b. All equipment, grounds and Cacilitics now existing within the present property,
10fflidaries of the 50 lift. stations comprised of the 27 lift stations serving the Last
WWTP and the 23 lift stations serving the West WWTP, more specifically
identified as follows:
I-","ast Lift Station,,.,
F" 1560 Winter Springs Blvd.
2E 872 C.',hokeeherry Drive
3L, 728 Sybikvood (Ircle
4 F' 61 1 "I'LiscanY Place
5 F,' 800 Austin COUrt
6 F 1600 Grizzly Court
7 E 1627 Wood Duck Drive
8 1 ," 1757 Seneca Blvd
9 E 940 Old White Way
10 F" 1163 Trotwood Blvd
I I F I 839-B Seneca Blvd
121' 127 Cherry Creek Circle
131,'500 Vistawilla Drive
14E 160 NandinaTerrace
l5E 10 1 -B Bridgewood Court
1 6F 314 Strean-ivicw Way
17 F" 1109 Courtney Lane
181" 310 Tuskawilla Road
* 19E 1599 Wrentham Court
* 2011," 361 PawneseTrail
* 21 l" 587 Pine Branch Circle
22f." Fanning Drive
• 23E Southern. Oaks Subdivision
24F Integra 360
25E Michael Make Blvd
26FTuscawiHa Crossings
271, SR, 434
West Lift. Stations
• i W 156 Cory Lane
• 2W 619 David Street
• 3W 600 Sheoah Blvd
• 4W 870 Sheoah Circle
• 5,W 51 Last La Vista Drive
• 6W 710'1'anglewood Road
• 7W 607 South FIdgemon Ave
• 8W 306-B Panama Circle
• 9W 492-13 ClUbDrive
• JOW 800 Alton Road
• 11 W 500 Dolphin Road
• 12W 1000 State Rmid 434
• 13W 2501 Shepard Road
• 14W 130-A Tuskawilla Road
• 15W 137-B Seville Chase Drive
16W 222Torcaso COUrt.
17W 100 Windsor (:'resent Street
18W 299 ('onstitution Way
19W 4201 State Road 419
20W 398 Harbor Winds Court
21 W JeSLIP'S Landing
* 22W 150 Hartman Lane
* 22W 900 Fast State Road 434
C. All equipment, grounds and facilities now existing within the present. property
h0L[ndaries oil' the reuse system, re-purnp facility, rapid infiltration ponds,
detention ponds and the spray fields.
Name of storage System: OWNER of Winter Springs, East Water Reclamation Facility
Location: 1560 Winter Springs Blvd. (FLA011068)
Winter Springs, FL 32708
Name of Storage System: OWNER of Winter Springs, West Water Reclamation Facility
Location: 1000 West S.R. 434 (FLA011067)
Winter Springs, FL 32708
APPENDIX C
I
PWS COMMUNITY WATER PERMiTS AND
THE NPDES PERMITS AND
WASTEWATE RTREATM ENT CHARACTEIZISTICS
('_1 VWNA will operate the public water system so that water quality will meet the
requirements ot'the flublic Water Supply Permit 3590879. This includes the Water plant
ill, Water Plant 92, Water Plant #3 and the associated water distribution systen-is
connected to tile plants.
WATER TREATMENT DESCRIPTIONS:
Plant Category and Class; 5C
Northern Way /TUSCaWilla 1�oad; Maximum Day Design Capacity, 5.200 rngd
Shcoah Blvd,' MaxiML1111 Day Design C'apacity; 2.736 rngd
West Baharna lZoad; MaXinlUrn Day Design C'apaclty; 2.736 mgd
Treatment Process: Hypo -chlorination, aeration and iron sequestration flow as best they
can be established from the records available at the WaterTreatnicrit Plants are:
Northern Way /TLISC,'Milla 1�oad: 1.968,039 rngd
Sheoah Blvd: 0.749,487 rngd
West Bahama Road: 0.877,947 rngd
The daily finished -water prodLIC6011 flow character] sties tire the actual daily averaged ("or
the period December, 1, 2016 through the period ol'Noven-iber 31, 2018,
C.2 VWNA will operate so that effluent will meet the requirement of NPDE'S Permit. No.
FLA01 1067 for the Winter Springs West (Issued January 21, 20.14, as full and complete
copy ol'which is adopted by reference herein as ol'the date hereof.) This permit includes
the Lake Jesup lZCUse ALIgrnClltatlon facility. VWNA shall fie responsible for meeting
the effluent quality requirements of' the permit Unless one or more of the following
OCCLJFS: (1) the Wastewater influent does not contain AdeqUatc Nutrients to Support.
operation of Project biological processes and/or contains Biologically Toxic Substances
which cannot be removed by the existing process and fizicilitics'. (2) dischargers Into
()WNLR's sewer :system violate any, or all regulations as stated in OWNF."R's Industrial
Water and Sewer Ordinance(s) or as required by law; (3) the flow or influent l.30D5
and/or Suspended solids exceeds the facility design parameters which are, 2.07 million
gallons of` flow (Annual Average Daily Floxv) per day for contact stabilization treatment.,
or (4) il'the wastewater trecItITIC11t facility and/or associated appurtenances is inoperable
or Can operate only at a reduced capacity on account ol"construction activities, fire, flood,
adverse weather conditions, labor disputes or other causes beyond VWNA's control,
WASTEWATER TREATMENT DESCRIPTION:
An existing 2.07 MGD annual average daily flow (AADF) permitted capacity dual -train
contact stabilization domestic wastewater treatment plant (2.5 MGD design capacity for
all units except the filters) consisting of influent screening, aeration, secondary
clarification, filtration, chlorination, and aerobic digestion and dewatering of biosolids.
REUSE OR DISPOSAL DESCRIPTION:
I.,and Application R-001: An existing 2.07 MGD annual average daily flow permitted
capacity slow -rate public access reuse system. R-001 is a reuse system which consists of
a 3.0 MG reuse storage tank and purnp station shared with Winter Springs East,,a 2.2 MG
on site storage pond, a 2.0 MG reclaimed water tank, and two ponds at the golf Course
that hold a total of 1.4 MG. Reclaimed water that does not meet public access criteria is
either sent to the 1.3 MG reject pond for additional treatment or it may be diverted to the
other reuse systems, R002 or R003.
The following surface water Sources may be used to augment the supply of reclaimed
water: Lake Jesup.
Land Application R-002: An existing 0.200 MGD annual average daily flow permitted
capacity slow -rate restricted public access reuse system. R-002 is a reuse system which
consists of spray field having a capacity of 0.2 MGD located approximately at latitude
28'41' 17"' N, longitude 81'16' 13" W. Wet -weather storage is also provided at the
treatment plant, as noted above.
Land Application R-003: An existing 0.740 MGD .annual average daily flow permitted
capacity rapid infiltration basin (RIB) system. R-003 is a reuse system which consists of
the Dayron RlBs having a capacity of 0.530 MGD located approximately at latitude
28'42' 41" N, longitude 81'18' 46" W, the Mt. Greenwood RIBs having a capacity of
0.110 MGD located approximately at latitude 2804 1' 28" N. longitude 811 '117' 3" W., and
Site 17 R[Bs having a capacity of 0.100 MG) located approximately at latitude 280411
27" N. longitude 81 ' 17' 21 " W.
C. 3 VWNA wHl operate so that effluent Will MCCt the I-CClUirenIC11t of NPDF.S Flert-nit No.
FLAW 1068 For the Winter Springs East (issued March 14, 2017). a full and complete
cop), of which is adopted by reference herein as of the date hereof, VW NA shill be
responsible for meeting the effluent quality requirements of' the permit unless one or
more of the 1011OWing occurs: (I) the wastewater influent does not contain Adequate:
Nutrients to support operation of Protect biological processes arid/or contains
Biologically Toxic Substances which cannot be removed by the existing process and
('acilities; (2) dischargers into OWN13R's sewer system violate any or all regulations as
stated in OWNLR's Industrial Water and Sewer Ordinance(s) or as required by law; (3)
the flow 01- influent [30D5 and/or suspended solids exceeds the facility design pararnetcrs
which are 2.012 million gallons of flow (Annual Average Daily l"low) per day for contact
stabilization treatment; (4) if' the wastewater treatment facility and/or associated
appurtenances is inoperable or can operate only at a reduced capacity on account of
construction activities, fire, flood, adverse weather conditions, labor disputes or other
causes beyond VWNA's control.
WASTEWATER TREATMENT DESCRIPTION:
An existing 2.012 MGD annual average daily flow (AADF) permitted capacity contact
stabilization dornestic wastewater treatment plant consisting of flow equalization, influent
screening, contact and re -aeration, secondary clarification, filtration, chlorination, aerobic
digestion and dewatering of residuals (vacUurn assisted and sand drying beds).
REUSE OR DISPOSAL DESCRIPTION:
Land Application R-001: An existing 2.012 MGD AADF permitted capacity slow -rate
public access systern. R-001 is a reuse system which consists of a 3.0 MG reclaimed
water storage tank, a 5.61 MG lined reject/wet weather storage pond, a 40 acre restricted
access sprayfield (the Oak Forest Spray Field) having a capacity of 0.201 MGD AADF, a
6.8 acre restricted access rapid infiltration basins (RIB) having a capacity of 0.610 MGD
AADF, and public access irrigation within the permitted reuse service area, to the major
Users identified in Condition IV of this permit, with a permitted capacity of 1.720 MGD.
Because a common transmission main is used for the reuse sites, the public access
effluent limitations apply to all of the land application sites.
CA In the event any one of the Project influent characteristics, suspended solids, 130D., or
flow, exceeds the design parameters stated above, V\�INA shall return the plant effluent
to the characteristics required by NPI)F'S in accordance with the following; schedule after
I-'rO.jCCt iffflUCtIt characteristics return to within design parameters.
Characteristics Exceeding Recovery Period
Design flararneters By -Maxiniuln
10% or 1,ess 5 days
Above 10% I,ess than 20% 10 days
20% and Above 30 days
Notwithstanding the abovc schedule, ifthe faikll-C 10 meet effluent quality limitations is
caused by the presence of Biolo,,ically Toxic Substances or the lack (if Adequate
Nutrients in the influent, then VWNA will have at thirty (30),day recover), period after the
influent is free from said substances or contains Adequate Nutrients.
C5 V\\INA shall not be responsible 16r lines or legal action as a result of discharge violations
within the period that influent exceeds design parameters, does not contain Adequate
Nutrients, contains Biologically TOXiC Substances or is inoperable, and the Subsequent
recovery period.
C-6 The Annual Fee for services Under this Agreement for the wastewater plants is based
Ul)OII the 60110vViug:
Project influent characteristics and effluent flow, as best they can be established from (lie
records available at the Last Plant:
Flow, I.Afluent 1 M924767 rngd
BOD5: 1,428.76 lb/day daily average
TSS: 1,782.00 lb/day daily average
Pro ' jcct influent characteristics and effluent Mix as best they can be established frorn the
records available at the West Plant:
Flow. Effluent: 1,0798107 rngd
BOD Z-1
_5 1,226.48 lb/clay average
TSS: 841.60 lb/day daily average.
The above characteristics are the actual daily average for -the period July 2, 2018 thrOUgh
the period of August 26. 2019. Actual influent characteristic values may be amended
Upon the review and Updating data From the period M'JanUary 1, 2018 through August 26,
2019.
APPENDIX D
INSURANCE COVERAGE
VWNA Sl IALL MAINTAIN:
The fiolloNving insurance coverage in force at all tirnes, during; the Term of the Agreement
and at VWNA's sole expense.
Coverageshall incILICIC the FOIIOWirlg:
a. Workmen's Compensation and Disability
b. Employer's Liability
c. Commercial General Liability
Combined Single Limit
Bodily in-iUry, personal
inJury, and property damage
d. Conin'iercial ALItO Liabifity
(single limit)
(Owned, hired &, non-o"ined)
Bodily ill.jUry & property darnage
e, Commercial I,Jrnbrella Liability
f. EmJronrnental Inipairment Liability
OWNLIR SHALL MAINTAIN:
Statutory Requirements
$100,000
(OCCUrrence Basis)
$2,000,000 each
occurrence & aggregate
S1.000.1000 each
accident
$21,000,000 each occurrence and
a,()gl-cgate
$2,000..000 each
occurrence and aggregate
Statutory workers compensation for all of OWNER's en,iployees associated with
the Project as r-eCjUired by the State offlorida,
2. Cot-nmercial Property IIISLH-ancL providing what is commonly known as "all risk"
coverage, incWding business interruption coveragge., insuring; all real and Owner's
personal property on or in the Pro ' ject, covering 100% ofthe replacement value
with a stipulated amount or agreed valuation endorsement. SLIch policy shall
include EqUiprnent Breakdown insurance (also k.novvn as Boiler and Machinery
insurance) in an amount of the full replacement cost Value for the eClUipMel-It.
3. ALItOrnobile liability insurance for all owned, non -owned and hired vehicles with
a cor)ibined single limit of $ 1,000,000.
']-'he VWNA shall provide the OWNER with a Certificate of' Insurance naming "The C.ity of
Winter Springs, Florida. its officers, employees, and agents" as included in an additional insured
endorsement to the commercial general liability. automobile liability, environmental impairment
j-,mlicics .and unconditionally entitling the OWNE"R to thirty days notice ofcancellation 01' SLUch
policy or any of' the coverages provided by Such policy, VWNA inay self-iIISUrc reasonable
deductible mounts under the policies it is required to maintain to the extent permitted by law.
Flach Party shall waive SUbrogation, in f`avor of the other party and each reqUircd policy shall
provide a waiver of subrogation in favor of the other party.
All contracts and sub -contracts for any work goods and/or services that n,my involve access to
OWNER's lands or work on the ()WNER's utilities facilities must include a requirement that the
contracting entity carry insurance acceptable to OWNLIR protecting OW'N[',..R. from any liability
due, to the contracting entity's entry upon OWNER's lands. VWNA Must submit draft contract
language containing this language to OWNEIR to review and approve.
APPENDIX E
ANNUAL FEE ADJUSI'M ENT FORM ULA
The Annual Fee adJUSU-nCtIt 17brmula to be applied during the Terris ofthis Set -vice Contract shall
be based on CPI as follows:
CPI is defined as: BureaLl of" Labor Statistics, j 1982-84=100., Unless otherwise notedi C.oIISLII-ner
Price hidex for All Urban (70YISUincrs (CPI-L_J): U.S. city average, all items, not seasonally
adJusted (series: CLJUR000( SA0'). The percent change in the index values from the month of
August of the current year compared to the index tor the month of'ALIgLISt 011C year prior shall
determine the Annual Fee adjUSMICtIt.
Effective October I ofeach preceding year.
'I"he arillUal adJUStIlIcIlt shall not be less than 1 .0%0 or greater than 4.0%,
APPENDIX F
PRIORITY Rl"PAIRS [_,,S'F1MA'FE*
*The estimates heloware merely gUidelincs and not. definitive. The OWNLA has discretion to
rnanagye the costs of the repairs and, in cooperation with VWNA, change the priority of the
repairs.
Estimated
Activity Cost
East screen structure/piping imods $ 50,000,00
East screen -Parkson 3 MGD Hydroscreen $ 63,000,00
East screen -Parkson Hydroscreen Installation $ 20,000.00 . ........ . . . ............ _ ..........
West Screen Plant 1 structure/piping mods $ 50,000.00
West Screen Plant 1 -Parkson Hydroscreen 2MGD $ 60,000.00
West Screen Plant 1 -Parkson Installation
1 111111-11- ... . . . . .........
$
20,000.00
West screen Plant 2 structure/piping mods
$
50,000.00
West screen Plant 2 -Parkson Hydroscreen 2MGD
$
60,000.00
West screen Plant 2 -Parkson Installation
........... .. .. ...........
$
20,000.00
East Plant Basin 1-small-sludge removal,
$
31,700,00
East Plant Basin 1-small-Weir repair/replacment
$
30,000,00
East Plant Basin 1-small-Clarifier Skimmer -Scum
repair/replacement
$
4,000.00
East Plant Basin 1 Diffuser Cap Upgrade $ 10,000,00
East Plant Basin 1-small-baffle, diffuser repairs $ 160,000.00
East Plant Basin 2- large sludge removal $ 52,400"00
East Plant Basin 2-large-Weir repair/replacment $ 40,000-00
Rent Portable Treatment Unit (During Dewatering) $ 155,000.00
East Plant Basin 2 - Solids Handling Improvements $ 250,000,00
East Plant Basin 2 Diffuser Cap Upgrade $ 18,000,00
East Plant Basin 2- large baffle, diffuser repairs $ 240,000,00
West Plant Basin 1-large-sludge removal,
$
60,400.00
Wiest Plant Basin 1 Solids Handling Improvement
$
250,000.00
Wiest Plant Basin 1-large-Weir repair/replaoment
$
35,000.00
West Plant Basin 1 Diffuser Cap Upgrade
$
15,000,00
West Plant Basin 1-lame baffle, diffuser repairs
$
160,000.00
West Plant Basin 2-small-sludge removal,
$
48,600.00
West Plant Basin 2-small-Weir irepair/replacment
$
35,,000.00
West Plant Basin 2 Diffuser Cap Upgrade
$
15,000.00
West Plant Basin 2-smalf-baffle, diffuser repairs
$
160,000,00
Air Valves East WWTP
$
25,000.00
Air Valves West WWTP ............ ....
$
25,000.00
. .......... . .....
West Plant - Centrate/Filtrate Tank
$
10,500.00
East VVWTP FHter Rehabilitation
$
15,000.00
West Filter Rehabilitation
. . . . . ............ .. -.- ...... . ... ......... . . ....... ........... .
$
25,GKOO
Reuse Tank Drain, Clean & Inspect
$
22,000.00
Misc y (Tertiar Filter BW lift Station Pumps)
-.- . ..... . . .. .. ..... . .
$
19'00UO
Mission Monitoring - 14 sites
$
24,700.00
Misc Expense
$
50,000-00
. .. . ............ ..... . .... ...... .. .. ....... .........
State Meeting
. ..... . .........
$
1,500.00
VWNA Construction Caused Operation Fee
$
150'000,00
Engineering
$
100,000.00
VWNA Construction Management Fee (as required Avoendix G,)
$
153,000,00
1 $2,783,800.
APPENDIX G
SCOPE FOIZ CONSTRUCTION MANAGEMENT SERVICES
VWNA shall perform the following construction managenlent set -vices related to the completion
of the Priority Repairs identified in Ap 11endF ix
Elie construction services are based on a level ofeffort required to achieve the overal I tasks.
The basic asSUrriptions in this service irICILICIC:
I. Construction Contractors, Engineering Firms and all other third parties wiII be directly
engaged and under contract directly with the OWNER.
1 The projects will have no longer` than an 18 Month CORSUUCtiOri period,
3. ']'here is time bu4eted for construction management personnel prior to and after the
COIIStRIC6011 period.
4. C,01IStrLiCtion activities will be managed by VNA'N.A personnel. VWNA will be present
for critical activities but, in an effor-t to be cost efflective. will not have a presence on site
forall activities,
5. VWNA will not carry any builders risk policies or errors and omissions policies for the
construction of the facilities,
6. There will be no payment retention held on professional, services.
7. The VWNA (.,onStrUC1i011 Management Fee includes VWNA labor costs as well as any
required travel and lodging.
8. VWNA will verify testing as required by the pro ' ject specifications. Since the scope of
work inCILK]CS six specific tasks that will require varying degrees of'oversight, VWNA
-
personnel will observe and witness, tests as the availability ofresources permit..
VWNA may provide the l'ollowing key tasks dUrilIg the various phases of the Priority
Repairs projects. It' VWNA foresees a need for additional tasks for any project, then those
tasks will be presented to the t3WNFR along with the rationale to explain the need for therm.
The listing, of tasks and subtasks is not intended to be comprehensive. 11Phis listing; is
provided to demonstrate those tasks that could be requested of nand perfornied by VWNA
personnel.
Task 1: Solicitation of external Engineering Services
Priorify repairs requirinlel, 111,t-qfi?,vsionu1 Engineering detailed eles,ign
t1ra warn gsApecificutions:
The (.)WN.E`.R currently maintains engineering services agreements with multiple
engineering firms. VWNA will assist the OWNFIR to develop engineering scopes of. work
for each of the priority repairs which 1-CCILlire the use of professional engineering services.
VWNA will assist the OWNFR to review all engineering proposals based on the necessary,
scope of'work to compIcte the priority pro.jects listed.
Task 2: EriL2�iiieci-ing/ProcLii-ement/Iiistall,,itioii Services provided by VWNA
Priority i-eptiii-s NOT requiMig prql,-vsiomil engitieerMA' detailed
drtminA,sApecifications:
VWNA will solicit vendors and suppliers and provide cost efl'i:ctive S0h.Jti0JIS to priority,
Repairs which do not mandate the preparation of'detailed design drawings and specifications
signed and sealed by registered professional engineers ir]Cltlding, but not limited to, rental of
portable treatment units. and fiber rehabilitations.
VWNA will prepare all bid documents for pr0CLIreITICIItS thrOU1711 the OWNER. VWNA will
I
manage the bid process for the (.)WNI-,R. provide bid tabulations, evaluations and award
recommendations. VWNA will attend commission meetings or- OWNER I'Linctions to assist
the OWNFIR. and provide technical support as needed.
VWNA will provide necessary maintenance staff to complete installation ot"equipnicrit. and
make repairs on those priority repairs whereby the work is maintenance/replacements and is
not efficiently performed by outside contractors.
Task 3: - Design Management/Rid phase Services
I. On those projects requiring professional engineering services to provide drawings and
specifications, VWNA will provide conceptual layouts of equipment and materials, as
requested,, to the OWNL',R's design engineer. VWNA will provide a liaison role to
Z:� LI
coordinate the OWNER, plant operations, and OWNER design engineers. VWNA will
attend all design review meetings.
2. On those pro-jects requiring professional engineering, services to provide drawings and
s specil" ications. VWNA will assist. the OWNFR. to manage their design engineering firm.
VWNA will coordinate and attend the design kickoffmcetim,). and all subsequent design
review meetings.
Torm evickv for
DUring the design phasc, VWNA will pei: design document 1 s I
coordination between the crigincer's, plans and specifications with the existing plant:
conditions. VWNA will notify the OWNER of any material COnStrUctahility, safety
and/or operability concertis noted in the review.
4. VWNA will manage the development of preliminary schedules and pi-clirninary
construction Cost estimates.
5. VWNA will manage the development of bid docurnents for construction contracts and
owner direct purchase (010) equipment procurements. VWNA will attend all pre bid
conferences, site visits and bid openings. VWNA will review all bids and
prepare/distribute all bid tabulations, evaluations, and make recommendations of'award
to the OWNI"'R.
6. VWNA will coordinate with the OWNFICs engineer and provide written responses to
qLICS6011S received firom bidders, contractors, and SUppliers, a.nd assist in the preparation
ol'addenda.
7. VWNA will provide monthly report of Design/Bid Phase activities and identify, key
iSSLICS that may irripact cost and/or schedUle.
8. VWNA will create and maintain a 'Tro.ject Reference Guide' with names and contact
information for all contractors/suppliers involved in the pro.ject(s).
Task, 4: - Construction Phase Services
1. Review contractor's baseline and monthly update schedules for- contract compliance.
Report all non -conforming schedule anomalies to the OWNI,,"R with recommendations
for corrections,
2. Manage the Request I'or Information (RI'l's) and SUbmittal process Ior all priority repair
proJects. VWNA will coordinate reviews and responses with the OWNER's design
engineer.
a. orders submitted by OWNER contractors. Provide
Review arid manage change oi 11 1 c
recommendations to the OWNER to either approve or disapprove change order requests
along vvith appropriate backup documentation.
4. Review and process contractor payment applications.
5. Review and track stored material.
6. Manage and dOCLU'ricrit construction activities, require witnessed hold points on critical
inspections, review third -party test documentation Ior compliance with specifications
and coordinate additional testing required for QUA/QC;..
7. Observe and inspect construction activities to verify the contractors safety police,,, are
being foHmved. Inspect activities arid notify plant operations and the OWNFR should an
observation reveal that the activity may impact the plantsability, to meet its operating
permit conditions.
8. Provide construction photo documentation.
9. Conduct daily coristrLIC6011 site visits (as warranted by activities and on -site staff
availability).
10, Prepare daily reports of contractor activities and manpower when on site,
11. Review monthly contractor's redlined drawings Im accuracy and completeness against
the contract documents and specifications In conjunction with the contractor payment
application review.
11 Maintain document. control and provide the OWNEIR, with a turnover package for cash
project assigned including electronic copies of all documents (and hard copies as
needed).
13. Manage the development and approval of the pre -commissioning plan.
14. Manage the O&M Manual submittal process.
15. Develop and manage the pLIIICh list process.
16,. Provide a monthly report (during periods or active design/construction) that summarizes
proJect activities arid important milestones achieved during the period. The report will
also provide a review of` the contractor's schedule, and financial status through the end
of the previous 11101101.
Task 5 - Services during Start -Up and Acceptance Testing,
1. Manage the development and approval ofstart-Up procedures and acceptance test plans.
2. Manage vendor eqUipInCtIt check-out, start -tip and training.
3. Manage and (10CLU-nent the acceptance testing process.
4. Verify testing, as required by the pro ' ject specifications, has been completed.
(Geotechnical, Hydrostatic, Electrical Megger. Vibration analysis, Thermographic
analysis, etc.)
5. Verify all punch list items are cornpeted by the contractor to the satisfaction of the
0 W N F'R.
6. Provide a written report detailing start -Up and acceptance testing activities.
7. Obtain all equipment data. plate C10CLIHICi-itation.
8. Manage the spare parts care, CLIStody, and control process with OWNER contractors.
Coordinate turnover with plant operations.
Task 6 - Services during Pro ect (Ioscout
ZD J
I . Coordinate and participate in final inspection walktl1T-0LI(,YhS With the OWNFR and the
(:iWNF'R's design engineers,
2. Verit'N' permit CIOSUres (It'necessary) thf-OM)h the OWNF , R.'s design engineers.
Review all Notices 01' SUbstantial/Final Completion submitted by contractor and provide
a recommendation to accept or deny to the OWNER.
4. Verify receipt ofeqUipmerit warranties.
5. Compile protect files (clectronically) in a turnover pack -age.
6. Coordinate the receipt and tLIrrI0VCI- Of the OWNER's contractor provided redlined
drawin gs to the OWNER's crigincer to complete the fifla-I IS -built CAI) drawings.
7. Manage the final OWNLJcontractor payment application, lien release and retention
payment process,
Manage the warranty process for the OWNER. This process is contingent on remaining
contract funding and nine.
APPENDIX 1-1
OWNER SUPPLIED VEHICLES
1,0CA'l K)N / DRIVI A
VI �,l tICIA -,
. . . . ...... ...................
West WWII,
F150U, Standard Cal)
I , 'I 50XI,, Standard Crab
.John Deer (iatOT-, 4X2
llobcai, Scraul NUMber 509642803, d(JUired 1997 a.
flauI morilson
Ford Escape
East wNNITI,
F I 50XL. I-I'mended Cah. 4X4
1`150M, Standard Cah
.101111 DeCl`GILW'.TX. 4X2
LlAdie I opez
F250 SLIpel- DUtV, StandaVd Cah, Uflht%, 130d,TOMM�' 1A
Dave Ker,
1'350 Super Duly, Standard Cab. UliFtly Body. Auto C,nmc
Water Freatment Plants
RanLler XLT, I ;xtcndcd Cab
Ranuor XLT, F,,tended Cab
1150 XI., kxtended Cab
F150 Xl,, FAMILICd (.',it)
PR(PFIRI Y #11 (IFFY 10 '1 AG
30
3721 1) X1.0239
300359 7 ll 1872
303556
51 3)3
4
XF4938
300399
34
2.32691
300551
61
233 7587
304005
52
211227
303525
39
2 3 6 -5 4.5
303020
11
134720
303146
5
B94 6
300702
66
XA7102
300604
10
242313
* Curlenty �hiih Ci(Y Fl(;et 161 rep"liv, CitY Fle,:1 suet that flik is am Al unit, mcl should be rcpaccd