HomeMy WebLinkAbout2019 10 14 Regular 500 - Utilities Operations, Maintenance, and Management Services Agreement with Veolia Water North America - South, LLC REGULAR AGENDA ITEM 500
CITY COMMISSION AGENDA I OCTOBER 14, 2019 1 REGULAR MEETING
m omo�5a
1959
TITLE
Utilities Operations, Maintenance, and Management Services Agreement with
Veolia Water North America - South, LLC
SUMMARY
In July 2019, the City initiated a competitive bidding process by publishing a
Request for Qualifications (PFQ #OS-19 LP) seeking qualifications and proposals
from qualified firms to perform comprehensive utilities operation, maintenance,
and management services for the City's water, wastewater, reclaimed water, and
stormwater utilities systems. The City ranked the respondents submitting
qualifications to PFQ#OS-19 LP and selected Veolia Water North America - South,
LLC (Veolia) as the top ranked firm subject to negotiating a mutually acceptable
agreement with the City to perform the services required by the PFQ.This firm was
considered to be the most qualified, demonstrating experience and financial
capability to operate, maintain, and manage the City's two wastewater plants,
three water plants, reuse augmentation plant, reclaimed water storage and
pumping system, SO lift stations, and stormwater infrastructure.
Veolia's proposed cost of$3,327,122 matches the City's annual operating budget for
the water plants, wastewater plants, reuse augmentation plant, and lift stations.
Veolia will operate the facilities for that cost and will offer employment to the City's
Water Operators, Wastewater Operators, and Lift Station Maintenance staff. The
City will continue to operate customer service and billing, water distribution,
wastewater collection, and residential reuse.
The annual fee of$3,327,122 will be paid from the Utility Enterprise Fund and will be
prorated for FY19-20. The annual fee for subsequent years will be negotiated at
least four months prior to commencement of the next fiscal year, or default to the
annual fee adjusted by the Consumer Price Index for All Urban Consumers (CPI-U).
Shortly after approval of this agenda item,Veolia will evaluate the City's stormwater
system and prepare a written scope of work and associated fee for providing
stormwater services. Staff will request approval from the City Commission to
incorporate this additional scope of services and fee as an amendment to the
Agreement. At that time, Veolia will extend employment to the City's stormwater
staff.
Veolia will provide various Process Control and Asset Management tools needed
for maximizing the efficiency of the utility operations and maintaining regulatory
compliance The result of these efforts will also provide valuable information for
capital improvement planning during the annual budget process. Veolia will
report to the Public Works and Utilities Director and will assist as needed in
coordinating with other City departments. This will involve attending staff
meetings, providing regular reports on actions, and assisting the City
Management with decision-making related to the utilities.
RECOMMENDATION
Pursuant to PFQ #OS-19 LP, staff recommends the City Commission approve the
attached contract with Veolia Water North America - South, LLC for Utility
Operations, Maintenance, and Management services. Additionally, authorizing for
the City Manager and City Attorney to prepare and execute any and all applicable
contract documents consistent with this Agenda item.
REGULAR AGENDA ITEM 500 1 MONDAY, OCTOBER
EXECUTION VERSION
Agreement For
Utilities Operations, Maintenance and Management Services
THIS AGREEMENT is entered into this day of 2019, by
and between
The City of Winter Springs, a Florida municipal corporation,
with offices at 1126 East State Road 434, Winter Springs, FL
32708 (hereinafter"OWNER")
and
Veolia Water North America - South, LLC, a Delaware limited
liability company with offices at 53 State Street, 141' Floor,
Boston, MA 02109 (hereinafter"VWNA").
WHEREAS, OWNER owns and provides for the operation of water, wastewater,
reclaimed, and storm-water utilities which generally and currently consist of two wastewater
plants, three water plants, reuse augmentation plant, reclaimed water storage and pumping
system, 50 lift stations, and storm-water infrastructure; and
WHEREAS, OWNER requires professional utilities operation, maintenance and
management services, and in furtherance of this requirement, OWNER initiated a competitive
bidding process by publishing a Request for Qualifications (RFQ 905-19 LR) seeking
qualifications and proposals from qualified firms to perform comprehensive utilities operation,
maintenance and management services for OWNER's utilities systems; and
WHEREAS, VWNA represented to OWNER in its RFQ 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 RFQ 905-19 LR and selected VWNA as the top ranked
firm subject to negotiating a mutually acceptable agreement with the OWNER to perform the
comprehensive utilities operation, maintenance and management services required by the RFQ;
and
WHEREAS, VWNA and OWNER desire that VWNA perform comprehensive utilities
operation, maintenance and management services for OWNER's utilities systems pursuant to the
terms and conditions set forth in this Agreement.
Master OM&M Agreement Page No. 1
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, OWNER and VWNA agree as follows:
1. 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
vehicles presently or hereinafter acquired or owned by OWNER shall remain the
exclusive 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 Florida. The venue for any judicial proceedings shall be in a State
court of competent jurisdiction located in Seminole County, Florida, or Federal
court in Orlando, Florida. The Parties hereby waive their right to a jury trial.
1.4 This Agreement shall be binding upon the successors and assigns of each of the
parties, but neither party shall assign this Agreement 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
courier mail service, i.e., Federal Express or Airborne Express, delivered after
such notice has been deposited in the United States mail postage prepaid, if
mailed certified or registered U.S. mail, return 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 through H, is the entire Agreement
between the parties. This Agreement may be modified only by written agreement
signed by both parties. Wherever used, the terms "VWNA" and "OWNER" shall
include the respective officers, 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 term, provision, covenant or condition of this Agreement 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 affected,
impaired or invalidated.
1.8 It is understood that the relationship of VWNA to the OWNER is that of
independent contractor. The services provided under 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 services and nothing herein is
intended to imply that VWNA is to supply professional engineering services to
OWNER unless specifically stated in this Agreement to the contrary.
1.9 Each party shall bear their own attorney's fees and legal costs arising out of or in
furtherance of this Agreement 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 of anyone that is not a Party. Nothing in
this Agreement, expressed or implied, 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 of the provisions, representations, covenants and conditions herein
contained shall inure to the sole benefit of and shall be binding upon the Parties.
1.11 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 on behalf of
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 information expeditiously to the
OWNER'S designated representative when necessary. OWNER'S City Manager
or City Commission shall be so designated on behalf of the OWNER 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 behalf of the OWNER and communicating and furnishing
information expeditiously to VWNA's designated representative when necessary.
Each Party may freely change their respective designated representative by
providing written notice of the change to the other Party.
1.12 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 in 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 provisions useless or redundant. Under
the circumstances when a provision of the Agreement 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 a waiver of the OWNER's police
powers or regulatory authority over the OWNER's water, sewer, reclaimed and
stormwater systems.
1.14 OWNER intends to avail themselves of the benefits of section 768.28, Florida
Statutes, and any other statute and common law governing sovereign immunity to
the fullest extent possible and nothing herein shall be construed as a waiver of
sovereign immunity by the OWNER.
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 Project outside of the process described
herein.
1.16 Ownership and copyright to all materials and all accompanying data (in all formats)used,
developed or produced pursuant to services and work done under this Agreement is vested in the
OWNER. OWNER hereby grants to VWNA, for the Term of this Agreement, a nonexclusive,
royalty-free, license to use any intellectual property rights owned by OWNER required in
connection with the provision of services under this Agreement. Save as otherwise provided in
this Agreement, designs, drawings, specifications, instructions, manuals and other documents
created,produced or commissioned by VWNA and relating to the Facility and to the carrying out
of the services under this Agreement and copyright therein and all intellectual property rights
that are owned by VWNA are, shall be, and shall remain the property of VWNA. The OWNER
can retrieve any such information from VWNA at any time and at no cost during the Term. In
cooperation with the OWNER, at the end of the Term, VWNA will use commercial efforts to
propose a bulk transfer function that can be utilized by the OWNER. VWNA agrees to
accommodate requests made by the OWNER, or a vendor working on behalf of the OWNER, to
provide information and assistance in integrating such information with a third party application
in an industry standard format(e.g., comma delimited, CSV, Excel or GIS files).
2. INTENTIONALLY DELETED.
3. VWNA's Services— General
Beginning on the Commencement Date:
3.1 VWNA shall provide a sufficient number of certified and qualified personnel,
including management, administrative, operational, technical, laboratory and
Master OM&M Agreement Page No. 4
clerical, who meet relevant State of Florida requirements and certifications
regarding water, wastewater, reclaimed and stormwater 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 supervisory skills.
3.3 VWNA shall develop and/or supply and utilize computerized programs for
maintenance, process control, cost accounting, and laboratory Quality
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 this Agreement,
VWNA will provide a physical inventory of the OWNER's vehicles and
equipment in use at the Project and a general statement as to the condition of each
vehicle or piece of equipment.
3.5 VWNA will provide OWNER with a physical inventory of chemicals and other
consumables on hand when VWNA begins services under this Agreement.
VWNA will provide OWNER with the same quantity of chemicals or equivalent
upon termination of this Agreement.
3.6 VWNA shall be responsible for maintaining all manufacturers' warranties on new
equipment purchased by OWNER and assist OWNER in enforcing existing
equipment warranties and guarantees_
3.7 VWNA shall provide the OWNER with full documentation that preventive
maintenance is being performed on OWNER's owned equipment in accordance
with manufacturer's recommendations at intervals and in sufficient detail as may
be determined by the OWNER. Such a maintenance program must include
documentation of corrective and preventive maintenance and a spare parts
inventory.
3.8 VWNA shall operate, maintain and/or monitor the Project on a 24-hour per day,
seven day per week schedule, but the facilities will only be staffed per the FDEP
permit requirements as of the date of contract signing.
3.9 Visits may be made at a reasonable time by OWNER's City Manager and
Directors so designated by the OWNER's representative. Keys for the Project
shall be provided to OWNER by VWNA for such visits. All visitors to the
Project shall comply with VWNA's operating and safety procedures.
Master OM&M Agreement Page No. 5
3.10 VWNA will implement and maintain an employee safety program in compliance
with applicable laws, rules and regulations and make recommendations to
OWNER regarding the need, if any, for OWNER to rehabilitate, expand or
modify the Project to comply with governmental safety regulations applicable to
VWNA's operations hereunder and federal regulations promulgated pursuant to
the Americans With Disability Act ("ADA"). 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 making
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 either
the safety laws or the ADA at the Facility.
3.11 VWNA may modify the process and/or facilities to achieve the objectives of this
Agreement and charge the Costs to the Maintenance and Repair Limit; provided,
however,no modification shall be without OWNER's prior written approval if the
complete modification Cost shall be in excess of Five Thousand Dollars ($5,000).
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 emergency circumstances.
VWNA may act without written amendment or change order, at VWNA's
discretion, to prevent threatened damage, injury or loss. VWNA shall be
compensated by OWNER for any such emergency work notwithstanding the lack
of a written amendment. Such compensation shall include VWNA's non-labor
direct Costs for the emergency work. Nothing contained in this Section shall
impose upon VWNA a duty to perform any emergency work absent a change
order and failure to perform any such emergency work shall not impose upon
VWNA any liability for errors and omissions.
3.13 As required by law, permit or court or regulatory agency consent order, VWNA
will prepare plant performance reports and submit 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 of the Safe Drinking Water Act, NPDES permits, the Clean
Water Act and/or any federal, state or local rules and regulations, statutes or
ordinances, permit or license requirements or judicial and regulatory orders and
decrees.
3.15 VWNA will provide for the collection and hauling of solid waste, screenings, grit,
sludge and scum ("Waste") to OWNER's existing or approved disposal sites. It
shall be the sole right and responsibility of OWNER to designate, approve or
select disposal sites to be used by VWNA for OWNER's waste materials. All
Master OM&M Agreement Page No. 6
Waste and/or byproduct treated and/or generated during VWNA's performance of
services is and shall remain the sole and exclusive property of OWNER. All
manifests or other documentation required for disposal of Waste shall be signed
by or in the name of the OWNER.
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 for any of the facilities covered by the
Agreement. Throughout the Term, within one hundred twenty days [120] days of
the end of Owner's Fiscal Year, VWNA may propose to OWNER, in writing,
additional capital improvements VWNA reasonably believes need to be
performed in order for VWNA to be able to perform its obligations under this
Agreement. Within thirty [30] days after receiving such proposal, OWNER shall
respond to VWNA in writing clearly stating whether OWNER accepts or rejects
such proposal. If accepted, OWNER and VWNA may negotiate under Section
10.1 (Change in Scope) for VWNA to perform such improvements. If OWNER
(i) rejects any such proposal or (ii) fails to perform (or cause to perform) any
capital improvement proposed by VWNA or fails to perform any other capital
improvements reasonably required to maintain the facilities covered by this
Agreement, and if such rejection or failure interferes or prevents VWNA from
complying with this Agreement, then VWNA shall be relieved of its
responsibilities to perform its obligations under this Agreement.
3.17 INTENTIONALLY DELETED.
3.18 VWNA shall use reasonable efforts consistent with prudent industry practices and
the Agreement to control odors from the Facility so that no nuisance or disruption
of adjacent properties and facilities occurs. VWNA, in conjunction with
OWNER, shall develop a program that identifies procedures for certifying and
documenting odor complaints, and shall establish procedures to address recurrent
failures of the odor control program.
3.19 VWNA shall provide OWNER with an accounting of expenditures in sufficient
detail as may be reasonably determined by OWNER, 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 Florida
Business Tax Receipt.
3.21 VWNA shall use commercially reasonable efforts to maintain water and sewer
use and consumption consistent with the data provided under Section 7.10 of this
Agreement in performing VWNA's services under this Agreement
Master OM&M Agreement Page No. 7
4. VWNA's Scope of Services — Wastewater Treatment and Associated Reclaimed
Facilities
Beginning on the Commencement Date:
4.1 This Article shall apply to VWNA's OM&M services for the OWNER's
wastewater treatment system and associated reclaim water facilities.
4.2 Within the design capacity and capabilities of the wastewater treatment plant(s)
described in detail in Appendix B, VWNA will manage, operate and maintain the
East 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 terms of this Agreement and applicable law. Reclaimed water
intended for reclaimed customers 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 Project exceed the
Maintenance and Repair Limit specified in 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
Beginning on the Commencement Date,
5.1 This Article shall apply to VWNA's maintenance and repair services for the
OWNER'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 beginning of the outlet pipe to the station.
5.3 Subject to the availability of funds within the Maintenance and Repair Limit,
VWNA will perform all Maintenance and Repairs for the lift station portion of the
Project, and submit a monthly accounting to OWNER, along with a detailed
Master OM&M Agreement Page No. 8
invoice, if Maintenance and Repair expenditures for the Project exceed the
Maintenance and Repair Limit specified in Section 8.1.
5.4 VWNA will pay all Costs incurred in lift station operations.
6. VWNA's Scope of Services—Water Treatment
Beginning on the Commencement Date:
6.1 This Article shall apply to VWNA's OM&M services for the OWNER's water
treatment system.
6.2 Within the design capacity and capabilities of the water treatment plant(s)
described in detail in Appendix B.VWNA will manage, operate and maintain the
water treatment plants designed to treat a capacity of 10.63 million gallons a day
(5.2 MGD WTP#1, 2.736 WTP#2 and 2.7 MGD at WTP 93) so that drinking
water distributed from the Plants meets the requirements specified in Appendix
C-L 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 law.
6.3 Subject to the availability of funds within the Maintenance and Repair Limit,
VWNA will perform 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—Stormwater
Beginning on the Commencement Date:
6.5.1 This Article shall apply to VWNA's OM&M services for the OWNER's
stormwater system.
6.5.2 VWNA shall evaluate the OWNER's stormwater system and prepare a written
scope of work and associated fee for providing stormwater services required by
this Agreement. The cost of the evaluation shall be included in the initial Annual
Fee. Upon mutual agreement of the scope of services and fee, OWNER and
VWNA shall incorporate the same into this Agreement by written change order.
Master OM&M Agreement Page No. 9
7. OWNER's Duties
7.1 The OWNER shall fund all necessary Capital Expenditures, which can be
performed by VWNA under an appropriate Change in Scope amendment to this
Agreement. 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 Limit when
reasonably requested by VWNA shall be the sole responsibility of OWNER.
7.2 The OWNER shall keep in force all Project warranties, guarantees, easements and
licenses that have been granted to OWNER and are not transferred to VWNA
under this Agreement.
7.3 The OWNER shall pay all sales, excise, ad valorem, 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 use taxes on
the value of the services provided by VWNA hereunder or the services provided
by any subcontractor of VWNA, such payments shall be reimbursed by the
OWNER unless the OWNER furnishes a valid and properly executed exemption
certificate relieving the OWNER and VWNA of the obligation for such taxes. In
the event the OWNER furnishes an exemption certificate which is invalid or not
applicable to services by VWNA, the OWNER shall indemnify VWNA for any
taxes, interest, penalties, and increment costs, expenses or fees which it may incur
as a result of VWNA's reliance on such certificate. VWNA's Annual Fee
shall be adjusted throughout the Term for any increases or decreases in rates or
other related charges (including taxes) imposed upon VWNA by a taxing
authority, excluding taxes based on VWNA's net income.
7.4 The OWNER shall provide VWNA, within a reasonable time after request and on
an "as available" basis, with the temporary use of any piece of OWNER'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 on VWNA's temporary use of heavy equipment.
7.5 OWNER shall provide all registrations and licenses for OWNER's vehicles used
in connection with the Project.
7.6 OWNER shall provide for VWNA's exclusive use of all vehicles and equipment
presently in full-time use at the Project. Appendix H contains a list of OWNER
furnished vehicles as of the Commencement Date. OWNER shall be responsible
for the replacement of vehicles and equipment upon the end of the useful life of
such applicable vehicle or equipment.
Master OM&M Agreement Page No. 10
7.7 OWNER shall provide for VWNA's entry into existing disposal sites for disposal
of garbage, screenings, grit, sludge and scum.
7.8 OWNER shall provide the Project with appropriate security personnel and/or
devices to protect against any losses resulting from the theft, damage, or
unauthorized use of property owned by OWNER and shall accept liability for
such losses except to the extent such losses are directly caused by the acts of
VWNA.
7.9 INTENTIONALLY DELETED.
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
sewer use and consumption at the facilities.
7.11 The OWNER shall keep in force any project warranties, guarantees, easements
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 for the general
administration and enforcement of (i) the wastewater and collection system, (ii)
OWNER's Industrial Pretreatment Program, (iii) new water and sewer connections
unless V"A is retained to perform such functions as a Change in Scope hereunder, (iv)
the water and distribution system, (v) the reuse system and (vi) long-term System and
Service Area planning. Typical administration costs associated with the above activities
include costs such as the services of the auditor, lawyer, and liability insurance.
7.13 The OWNER shall fund and assist in implementation of the $2,783,800 in priority
repairs identified on Appendix F to this Agreement (the "Priority Repairs"). The
implementation of the Priority Repairs shall be prioritized by safety, compliance
and efficiency and will be completed within eighteen (18) months of the Effective
Date unless otherwise agreed to by the Parties in writing. VWNA will have direct
control over the project schedule with a goal of completing the Priority Repairs as
quickly as possible.
7.14 The OWNER shall directly pay the electric bills for the water plants, wastewater
plants, repump facility, reuse augmentation plant and the lift stations (other than
the private lift stations). However, said electric bills are included in the Annual
Fee and reimbursement of these bills shall be the responsibility of VWNA.
Therefore, the OWNER shall account for the reimbursement by deducting from
its payment of each monthly invoice the total amount of these electric bills. Upon
payment, OWNER shall immediately submit by email copies of the electric bills
for which a deduction is being made. Any deduction claimed without a
supporting invoice will be added back to the following month's invoice for
payment by the OWNER.
Master OM&M Agreement Page No. 11
7.15 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 mowing at the infiltration ponds or the spray fields to ensure
compliance with all permits.
7.16 The OWNER shall provide access and purchase the fuel for the trucks, portable
generators and pumps. However, said fuel charges are included in the Annual Fee
and reimbursement of these fuel charges shall be the responsibility of VWNA.
Therefore, the OWNER shall account for the reimbursement by deducting from
its payment of each monthly invoice the total amount of these fuel bills. Upon
payment, OWNER shall immediately submit by email copies of the fuel bills for
which a deduction is being made. Any deduction claimed without a supporting
invoice will be added back to the following month's invoice for payment by the
OWNER.
7.17 The OWNER shall be responsible for payment of any accrued vacation leave
owed to employees upon their resignation or termination from the OWNER.
8. Compensation
8.1 VWNA's compensation under this Agreement shall consist of a pre-determined
fixed monthly fee (the "Monthly Fee"). The initial Monthly Fee shall be
$277,260.17 ($3,327,122.04 annually). The Monthly Fee shall be prorated for the
time period beginning on the Commencement Date of October 28, 2019 through
OWNER October 31, 2019 shall equal $35,775.51 for this time period. The initial
Maintenance and Repair Limit included in the Monthly Fee is $21,350.00
($256,200.00 annually). The prorated Maintenance and Repair Limit for 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) of the end of each contract year, OWNER shall provide to VWNA
all electricity invoices for the facility for the previous contract year. If the actual
payments by OWNER for electricity during such contract year differ from the
deductions reflected on the monthly invoices for such contract year, such difference
(positive or negative) shall be paid by or credited to VWNA in accordance with
Section 9.3 below.
8.3 If actual Maintenance and Repair expenditures are less than the Maintenance and
Repair Limit for any Agreement year, VWNA will rebate the entire difference to
OWNER in accordance with Section 9.3. If actual Maintenance and Repair
expenditures exceed the Maintenance and Repair Limit, OWNER will pay the
excess to VWNA in accordance with Section 9.3. VWNA will notify OWNER in
Master OM&M Agreement Page No. 12
writing when actual Maintenance and Repair expenditures equal eighty percent
(80%) of Maintenance and Repair Limit.
8.4 The services being provided under this Agreement are based on reasonably expected
overtime for normal breakdowns or services required after 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 FEMA funds will be billed to the OWNER for
reimbursement.
8.5 The Annual Fee (and Maintenance and Repair Limit included therein) shall be
negotiated each year at least four (4) months prior to the commencement of the
OWNER'S next fiscal year on Oct 1st. Should OWNER and VWNA fail to agree,the
Annual Fee (and Maintenance and Repair Limit included therein) will be adjusted
based on the Annual Fee Adjustment Formula included in Appendix E.
8.6 Beginning on May 1, 2020, the Monthly Fee shall be increased $6,761.75, to
account for competitive wage adjustments to the licensed water and wastewater
operators.
8.7 For a period of eighteen (18) consecutive months following the Commencement
Date, OWNER shall pay VWNA, in accordance with Article 9, a "Construction
Management Fee" in the amount of $8,500.00 per month or a total of $153,000
for the coordination, procurement and construction management work as
identified and required in Appendix G related to Priority Repairs, which are
identified on Appendix F.
8.8 For a period of eighteen (18) consecutive months following the Commencement
Date, OWNER shall pay VWNA, in accordance with Article 9, a "Construction
Caused Operation Fee" in the amount 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 months of the
Agreement.
8.9 Should the actual Electrical Rate deviate from the Baseline Electrical Rate, the
sum of the Actual Electrical Rate less the Baseline Electrical Rate shall be
multiplied by the total annual electricity consumption (KWh) for each Agreement
year. A positive value will be owed to VWNA and a negative value will represent
a rebate from VWNA to the OWNER, payable pursuant to Section 9.3. This
electricity rate compensation reconciliation shall occur annually no later than
sixty (60) days following the end of the OWNER'S fiscal year.
8.10 The services being provided under this Agreement are based on routine generator
testing and maintenance. Any additional expense for fuel incurred to address a Force
Master OM&M Agreement Page No. 13
Majeure Event or any other unplanned event will be invoiced to the OWNER for
reimbursement.
9. Payment of Compensation
9.1 Following the end of each month, VWNA shall provide OWNER an invoice for
the compensation due and payable for each month that services are provided, (i)
for eighteen consecutive months from the Commencement Date, the monthly
Construction Management Fee as required by Section 8.7, (ii) for eighteen
consecutive months from the Commencement Date, the monthly Construction
Caused Operations Fee as required by Section 8.8, and(iii)through the Term, the
Monthly Fee for the current month as required by Section 8.1. On an arrears basis,
OWNER will deduct the actual cost of the electricity consumed and fuel utilized
by VWNA operated vehicles. OWNER shall pay each invoice within fifteen (15)
days of the date of each invoice. The first payment due under this Section shall be
December 1, 2019 for services rendered in October(prorated) and November
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 Agreement, will be paid within thirty (30)
days of the OWNER receiving an acceptable invoice from VWNA.
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.
9.4 If VWNA submits an acceptable invoice, OWNER shall pay interest at an annual
rate equal to the prime interest rates published by JP Morgan Chase & Co., said
rate of interest not to exceed any limitation provided by law, on payments not
paid and received within thirty (30) calendar days from 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 amount within such limitation.
10. Scope Changes
10.1 A Change in Scope of services shall occur when and as VWNA's costs of
providing services under this Agreement change as a result of.
10.1.1 any change in Project operations, personnel qualifications or staffing
required to meet the obligations of this Agreement;
10.1.2 any change required as a result of a Force Majeure Event;
Master OM&M Agreement Page No. 14
10.1.3 increases or decreases in the OWNER's water, sewer or reclaimed
customer base of not less than ten percent (10%) of the customer base
not previously accounted for in the prior Annual Fee;
10.1.4 increases or decreases of not less than ten percent (10%) in the influent
flow or loadings as demonstrated by a twelve month floating average
compared to the twelve month period ending on the effective date of this
Agreement (baseline flow and loading information is located in
Appendix C-1);
10.1.5 Any (i) change in disposal methods, landfill facilities or disposal sites or
(ii) increase of costs to utilize such method, landfill facility or disposal
site, that results in additional cost to VWNA shall be considered a Scope
Change;
10.1.6 OWNER's written request of VWNA and VWNA's written consent to
provide additional services.
10.2 For Changes in Scope described in Sections 10.1.1 through, and including, 10.1.5,
the Annual Fee shall be increased (or decreased) by an amount equal to VWNA's
actual additional (reduced) Cost associated with the Change in Scope plus ten
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
twelve-month comparison period and prospectively incorporated into the Annual
Fee in the next OWNER's Fiscal Year.
10.3 OWNER 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 OWNER harmless from any liability
or damages for bodily injury, including death, property damages and pollution
damages which may arise from VWNA's negligence or willful misconduct under
this Agreement; provided, VWNA shall be liable only for that percentage of total
damages that corresponds to its percentage of total negligence or fault.
11.2 OWNER agrees to indemnify and hold VWNA harmless from any liability or
damage or bodily injury, including death, property damages and pollution
damages which may arise from OWNER's negligence or willful misconduct
under this Agreement; provided, OWNER shall be liable only for that percentage
of total damages that corresponds to its percentage of total negligence or fault.
Nothing contained in this subsection or Agreement shall limit or be construed as a
Master OM&M Agreement Page No. 15
waiver of the OWNER'S rights to sovereign immunity under Section 768.28,
Florida Statutes.
11.3 OWNER shall be liable for failure to comply with Florida procurement laws.
11.4 Unless covered by the indemnities contained in this Article, neither VWNA nor
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,
concurrent or other negligence and strict liability of any protected individual or
entity), statute 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 fines or civil penalties imposed by a regulatory or
enforcement agency for violations occurring on or after the Commencement Date,
of the effluent quality requirements provided for in Appendix C, that are a result
of VWNA's negligence or willful misconduct. OWNER 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 of any such contest.
11.6 OWNER shall be liable for those fines or civil penalties imposed by any
regulatory or enforcement agencies on OWNER and/or VWNA that are not a
result of VWNA's negligence or willful misconduct or are otherwise directly
related to the ownership of the Project by OWNER and OWNER 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 not result of VWNA's
negligence or willful misconduct.
11.7 To the fullest extent permitted by law and notwithstanding any other provision of
this Agreement, VWNA's liability for performance or non-performance of any
obligation arising under the Agreement (whether arising under breach of contract,
tort, strict liability, or any other theory of law or equity) including, but not limited
to its indemnity obligations specified in this Article, shall not exceed an amount
equal to the greater of(i) one times the then current Annual Fee, or (ii) available
insurance up to the limits set forth in this Agreement, provided that the foregoing
limitation shall not apply to any losses resulting from the gross negligence or
willful misconduct of VWNA or VWNA's subcontractors, employees or agents in
breach of VWNA's obligations under this Agreement.
11.8 Each party shall obtain and maintain insurance coverage of a type and in the
amounts described in Appendix D. Each party shall provide the other party with
satisfactory proof of insurance.
Master OM&M Agreement Page No. 16
11.9 The provisions of Sections 11.1 through 11.7 above shall survive the termination
of the Agreement.
12. Term,Termination and Default
12.1 The 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 for successive one year terms each commencing on
October 1st (each, a "Renewal Term", and together with the Initial Term, the
"Term"), unless canceled in writing by either party no less than ninety (90) days
prior to end of the OWNER's current Fiscal Year .
12.2 Upon completion of the Initial Term under this Agreement, each party shall have
the right to terminate this Agreement for convenience by providing written notice
of termination no later than ninety (90) days prior to the end of OWNER's current
Fiscal 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, duty, obligation, representation
or warranty contained in or arising out of this Agreement, shall constitute a
Default 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)
days (ten (10) days for payment Default) within which to cure the Default.
Provided, if the Default is of such a nature that it cannot be cured within thirty
(30) days (or ten (10) days, if applicable), the Party in default shall have such
additional time as may be necessary to cure the Default, so long as within said
period, the Party in Default commences the cure and diligently prosecutes such
cure until completion. 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 effective date of termination.
12.4 In the event that this Agreement is terminated under Section 12.3 prior to the
ending 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 unamortized 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 OWNER in
assuming operation of the Project. If additional Cost is incurred by VWNA at
request of OWNER, OWNER shall pay VWNA such Cost within thirty (30) days
of receipt of an acceptable invoice.
Master OM&M Agreement Page No. 17
12.6 Upon termination of this Agreement and all renewals and extensions of it, VWNA
will return the Project to OWNER 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 Project shall remain the property of VWNA upon
termination of this Agreement unless the property was directly paid for by
OWNER or OWNER specifically reimbursed VWNA for the cost incurred to
purchase the property or this Agreement provides to the contrary.
13. Labor Disputes and Force Majeure
13.1 In the event activities by employee groups or unions cause a disruption in
VWNA's ability to perform at the Project, such as labor disputes, strikes, work
slowdowns or work stoppages, OWNER, with VWNA's assistance or VWNA at
its own option, may seek appropriate injunctive court orders. During any such
disruption, VWNA shall operate the facilities on 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 ten (10)
days written notice. Upon termination, Sections 12.4, 12.5 and 12.6 shall apply.
13.2 The Parties acknowledge and agree that the OWNER's utilities systems covered
by this Agreement are critical infrastructure 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 commit to each other to use their respective
commercially reasonable-efforts, as owner and operator, to repair, restore, operate
and/or manage the utilities systems under the terms and conditions of this
Agreement, even during and after a Force Majeure Event such as to mitigate the
effects of such Force Majeure Event. This Agreement shall not be terminated in
whole or in part, as a result of a Force Majeure Event unless by mutual written
agreement or VWNA's abandonment of its obligations under this Agreement.
Further, except as provided by Section 13.3, neither Party shall be liable for any
default or delay in the performance if its obligations under this Agreement if and
to the extent such default or delay is caused, directly or indirectly, by a Force
Majeure Event, but only for the duration and to the extent of said Force Majeure
Event and only if said 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 of detail
the circumstances causing such delay. In such event, the nonperforming Party
shall be temporarily excused from further performance or observance of the
Master OM&M Agreement Page No. 18
obligations so affected for as long as such circumstances prevail, and such Party
agrees to remedy with all reasonable and commercially acceptable dispatch and to
whatever extent possible without delay the cause or causes preventing the
nonperforming Party from carrying out its performance obligations under this
Agreement. Notwithstanding the aforesaid, if non-performing Party does not
remedy the cause or causes preventing full performance within one hundred
eighty (180) days of the Force Majeure Event, the other Party may declare the
non-performing Party in default pursuant to Section 12.3 of this Agreement.
13.3 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 fulfill its obligations
under this Section 13 during a Force Majeure Event, for any period of time in
excess of forty-eight (48) consecutive hours without prior approval of the
OWNER, or if the utilities system is abandoned by VWNA during or after a Force
Majeure Event, the OWNER may also, at its option, operate and maintain the
utilities system affected by VWNA's failure or abandonment or designate an
operator for such purposes in order to restore utilities service under conditions
acceptable to the OWNER. In such event, OWNER shall have free and unfettered
access to the utilities systems and premises for purposes of continuing operations
and maintenance notwithstanding any other conflicting provision in this
Agreement. Further, if required to fulfill VWNA's Force Majeure Event
obligations stated herein, subject to the limitations of liability set forth in Section
11, VWNA shall reimburse the OWNER for all costs and damages resulting from
the VWNA's failure to perform, and such reimbursement shall be deducted from
the Monthly Fee required by Section 8.1 until reimbursement is paid in full.
14. Annual Audit of Services.
14.1 OWNER will retain the services of an independent engineering firm, with
expertise in water, sewer, reclaimed and stormwater utilities operations,
maintenance and management, to conduct periodic inspections and performance
audits of VWNA's performance under this Agreement including verifying proper
testing of water quality and equipment, accurate preparation of lab and other
operating reports, adequate quality and process controls, and compliance with
applicable permits. Such audits and inspections shall be scheduled by OWNER
annually or as otherwise deemed warranted by OWNER. Upon completion and
release of the independent engineering firm's audit finding, OWNER and VWNA
shall meet within thirty (30) days to discuss the findings and identify and
implement any necessary operational, maintenance or management adjustments
that must be made by OWNER based on the findings, if any.
15. Public Records.
Master OM&M Agreement Page No. 19
15.1 Pursuant to Section 119.0701, Florida Statutes and other applicable public records
laws, VWNA agrees that any records, documents, transactions, writings, papers,
letters, computerized information and programs, maps, books, audio or video
tapes, films, photographs, data processing software, writings 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 the 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
deemed to be a public record, unless otherwise exempted or prevented from
disclosure under Section 119.0701, Florida Statutes or under Federal privacy
laws, whether in the possession or control of OWNER or the VWNA. Said
records, documents, transactions, writings, papers, letters, computerized
information and programs, maps, books, audio or video tapes, films, photographs,
data processing software, writings or other material(s), regardless of the physical
form, characteristics, or means of transmission of VWNA subject to the
provisions of Chapter 119, Florida Statutes, and may not be destroyed without the
specific written approval of the OWNER's designated custodian of public
records.
IF VWNA HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE VWNA'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,
CONTACT THE OWNER'S CUSTODIAN OF PUBLIC RECORDS, ANDREA
LORENZO LUACES, CITY CLERK, AT (407) 327-5955,
ALUACES@CITYOFWINTERSPRINGS.ORG, 1126 EAST STATE ROAD
434, WINTER 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 OWNER to perform the
services as agreed to herein. VWNA shall provide the OWNER, upon request
from the OWNER's 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 ensure that public records that are
exempt or confidential and exempt from public records disclosure requirements
are not disclosed except as authorized by law for the duration of the Agreement
term. Upon completion 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 from the City Clerk, in
a format that is compatible with the information technology systems of OWNER.
Should the VWNA does not possess public records relating to this Agreement
which are requested to be inspected or copied by the OWNER or any other
person, the OWNER shall immediately notify VWNA of the request and VWNA
Master OM&M Agreement Page No. 20
shall then provide such records to the OWNER or allow the records to be
inspected or copied within a reasonable time. If VWNA does not comply with a
public records request, the OWNER enforce this Section to the extent permitted
by law. VWNA acknowledges that if VWNA does not provide the public records
to the OWNER within a reasonable time, VWNA may be subject to penalties
under Section 119.10, Florida Statutes. VWNA acknowledges that if a 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 fees. All public records in
connection with this Agreement shall, at any and all reasonable times during the
normal business hours of VWNA, be open 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 such public access and comply with public
records laws and/or requests shall be grounds for immediate unilateral
cancellation of this Agreement by the OWNER upon delivery of a written notice
of cancellation. If VWNA fails to comply with this Section, and the OWNER
must enforce this Section, or the OWNER suffers a third party award of attorney's
fees and/or damages for violating Chapter 119, Florida Statutes, due to VWNA's
failure to comply with this Section, the OWNER shall collect from VWNA
prevailing party attorney's fees and costs, and any damages incurred by the
OWNER, for enforcing this Section against VWNA. And, if applicable, the
OWNER shall also be entitled to reimbursement of all attorneys' fees and
damages which the OWNER had to pay a third party because of VWNA's failure
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) days 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 of the contracts, the Parties shall thereafter meet within fourteen
(14) days 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 OWNER to terminate, maintain or assign any of the contracts or purchase
orders to VWNA.
17. Emergency 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
Master OM&M Agreement Page No. 21
purposes related to operating and maintaining the utilities systems covered by this
Agreement during the state of emergency.
Both parties indicate 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 VEOLIA WATER NORTH AMERICA -
SOUTH,LLC
By: BY
Name: Name:
Title: Title:
Date: Date:
Master OM&M Agreement Page No. 22
APPENDIX A
DEFINITIONS
A.1 "Adequate Nutrients" means plant influent nitrogen, phosphorus and iron contents
proportional to BODS in the ratio of five (5) parts nitrogen, one (1) part phosphorus, and
one-half(0.5)part iron for each one hundred (100)parts BODS.
A2 "Annual Fee" means an amount equal to twelve (12) times the then applicable Monthly
Fee.
A.3 "Baseline Electrical Rate" shall mean $0.0896/Kwh.
AA "Biologically Toxic Substances" means any substance or combination of substances
contained in the plant influent in sufficiently high concentration so as to interfere with the
biological processes necessary for the removal of the organic and chemical constituents
of the wastewater required to meet the discharge requirements of OWNER'S Certificate
of Approval. Biologically toxic substances include, but are not limited to, heavy metals,
phenols, cyanides,pesticides and herbicides.
A.5 "Capital Expenditures" means any expenditures for (1)the purchase of new equipment or
facility items that cost more than Five Thousand Dollars ($5,000); or (2) major repairs
which significantly extend equipment or facility service life and cost more than Five
Thousand Dollars ($5,000) or (3) expenditures that are planned, non-routine and
budgeted by OWNER.
A.6 "Commencement Date" shall mean October 28, 2019.
A.7 "Cost" means all Direct Cost and indirect cost determined on an accrual basis in
accordance with generally accepted accounting principles.
A.8 "Direct Cost" means the actual cost incurred for the direct benefit of the Project
including, but not limited to, expenditures for project management and labor, employee
benefits, chemicals, lab supplies, repairs, repair parts, maintenance parts, safety supplies,
gasoline, oil, equipment rental, legal and professional services, quality assurance, travel,
office supplies, other supplies, uniforms, communications, postage, utilities, tools,
memberships and training supplies.
A9 "Electrical Rate" means the annual gross cost of electricity (Total billings amount for
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 Majeure Event" shall mean any event or condition occurring after the
Commencement Date which has an effect on the rights or obligations of the parties under
this Agreement, or upon the Project, which is beyond the reasonable control of the party
relying thereon and constitutes a justification for a delay in or non-performance of action
required by this Agreement, including but not limited to (i) an act of God, landslide,
lightning, earthquake,tornado, fire, explosion, flood, drought, earth movement, or similar
catastrophic event; (ii) failure to possess sufficient 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, requirement,
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 Hazardous Wastes in the
influent to the Treatment Facility; (vii) violations of the OWNER'S Industrial
Pretreatment Program discharge limits (if applicable) which are of 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.
A.11 "KWh" means kilowatt hours.
A.12 "Maintenance" means those routine and/or repetitive activities required or recommended
by the equipment or facility manufacturer or by VWNA to maximize the service life of
the water, sewer, reclaimed and stormwater equipment and facilities and vehicles.
A.13 "Maintenance and Repair Limit" means the total Maintenance and Repair expenditures
that VWNA has included in the Annual Fee. Such expenditures exclude any labor costs
for VWNA's staff assigned to the Project. VWNA's specialized maintenance personnel
not assigned at the Project, who provide such specialized services such as, but not limited
to, vibration, thermography and electrical analyses, instrumentation maintenance and
repair will be charged to the Maintenance and Repair Limit.
A.14 "Monthly Fee" has the meaning set forth in Section 8.1 of the Agreement.
A.15 "Owner's Fiscal Year" shall mean the annual time period running from October 1st
through September 30tH
A.16 "Project" means all equipment, vehicles, grounds, rights of way, sewers and facilities
described in Appendix B and, where appropriate, the management, operations and
maintenance of such.
A.17 "Repairs" means those non-routine/non-repetitive activities required for operational
continuity, safety and performance generally due to failure or to avert a failure of the
equipment, sewer,vehicles or facilities or some component thereof.
APPENDIX B
DESCRIPTION OF PROJECT
VWNA agrees to provide the services necessary for the management, operation and maintenance
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 91 at 851 Northern Way, Winter Springs, FL 32708
• Water Plant#2 700 Sheoah Blvd, Winter Springs, FL 32708
• Water Plant 93 110 West Bahama Road, Winter Springs, FL 32708
■ East Wastewater Treatment Plant, 1560 Winter Springs Blvd, Winter
Springs Florida 32708
■ West Wastewater Treatment Plant, 1000 West SR 434, Winter Springs,
Florida 32708
• Lake Jesup Reclaimed Water Augmentation Facility, 900 East State Road
434, Winter Springs, Florida 32708
• Oak Forest Reclaimed Water Storage and Repump Facility
b. All equipment, grounds and facilities now existing within the present property
boundaries of the 50 lift stations comprised of the 27 lift stations serving the East
WWTP and the 23 lift stations serving the West WWTP, more specifically
identified as follows:
East Lift Stations
• IE 1560 Winter Springs Blvd
• 2E 872 Chokecherry Drive
• 3E 728 Sybilwood Circle
• 4E 611 Tuscany Place
• 5E 800 Austin Court
• 6E 1600 Grizzly Court
• 7E 1627 Wood Duck Drive
• 8E 1757 Seneca Blvd
• 9E 940 Old White Way
• 1 O 1163 Trotwood Blvd
• 11E 1839-B Senaca Blvd
• 12E 127 Cherry Creek Circle
• 13E 500 Vistawilla Drive
• 14E 160 Nandina Terrace
• 15E 101-B Bridgewood Court
• 16E 314 Streamview Way
• 17E 1109 Courtney Lane
0 18E 310 Tuskawilla Road
• 19E 1599 Wrentham Court
• 20E 361 Pawnese Trail
• 21E 587 Pine Branch Circle
• 22E Fanning Drive
• 23E Southern Oaks Subdivision
• 24E Integra 360
• 25E Michael Blake Blvd
• 26E Tuscawilla Crossings
• 27E SR 434
West Lift Stations
• IW 156 Cory Lane
• 2W 619 David Street
• 3W 600 Sheoah Blvd
• 4W 870 Sheoah Circle
• 5W 51 East La Vista Drive
• 6W 710 Tanglewood Road
• 7W 607 South Edgemon Ave
• 8W 306-B Panama Circle
• 9W 492-B ClubDrive
• IOW 800 Alton Road
• 1 l W 500 Dolphin Road
• 12W 1000 State Road 434
• 13W 2501 Shepard Road
• 14W 130-A Tuskawilla Road
• 15W 137-B Seville Chase Drive
• 16W 222 Torcaso Court
• 17W 100 Windsor Cresent Street
• 18W 299 Constitution Way
• 19W 4201 State Road 419
• 20W 398 Harbor Winds Court
• 21W Jesup's Landing
• 22W 150 Hartman Lane
• 22W 900 East State Road 434
C. All equipment, grounds and facilities now existing within the present property
boundaries of the reuse system, re-pump 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
Type Volume/Flow Storage System Function Description
3.0 MG System Storage(On-site) Reclaimed Water Tank(Covered)
3.0 MG System Storage(Off-site) Reclaimed Water Tank(Covered,
shared with West WRF)
Land Application 5.61 MG Reject/Wet Weather Storage Lined Storage Pond
R-001 (On-site)
11.61 MG Total Volume
0.201 mgd Oak Forest Sprayfield
0.610 mgd Owasco RIBS
Name of Storage System: OWNER of Winter Springs, West Water Reclamation Facility
Location: 1000 West S.R. 434 (FLA011067)
Winter Springs, FL 32708
Type Volume/Flow Storage System Function Description
2.0 MG System Storage(On-site) Reclaimed Water Tank(Covered)
3.0 MG System Storage(Off-site) Reclaimed Water Tank(Covered,
shared with East WRF)
Land Application 2.2 MG System Storage(On-site) Unlined Storage Pond
R-001 1.4 MG System Storage(Off-site) Unlined Storage Ponds(Two)
1.3 MG Reject Storage(On-site) Unlined Storage Pond
9.9 MG Total Volume
Land Application 0.20 mgd Site 16 Sprayfield (Off-site)
R-002
0.530 mgd Dayron RIBS(Off-site)
Land Application
R-003 0.110 mgd Mt.Greenwood RIBS(Off-site)
0.100 mgd Site 17 RIBS(Off-site)
APPENDIX C
PWS COMMUNITY WATER PERMITS AND
THE NPDES PERMITS AND
WASTEWATER TREATMENT CHARACTERISTICS
C.1 VWNA will operate the public water system so that water quality will meet the
requirements of the Public Water Supply Permit 3590879. This includes the Water Plant
41, Water Plant 92, Water Plant 93 and the associated water distribution systems
connected to the plants.
WATER TREATMENT DESCRIPTIONS:
Plant Category and Class; 5C
Northern Way/Tuscawilla Road; Maximum Day Design Capacity; 5.200 mgd
Sheoah Blvd; Maximum Day Design Capacity; 2.736 mgd
West Bahama Road; Maximum Day Design Capacity; 2.736 mgd
Treatment Process: Hypo-chlorination, aeration and iron sequestration flow as best they
can be established from the records available at the Water Treatment Plants are:
Northern Way/Tuscawilla Road: 1.968,039 mgd
Sheoah Blvd: 0.749,487 mgd
West Bahama Road: 0.877,947 mgd
The daily finished-water production flow characteristics are the actual daily averaged for
the period December, 1, 2016 through the period of November 31, 2018.
C2 VWNA will operate so that effluent will meet the requirement of NPDES Permit No.
FLA011067 for the Winter Springs West (issued January 21, 2014, a full and complete
copy of which is adopted by reference herein as of the date hereof.) This permit includes
the Lake Jesup Reuse Augmentation facility. VWNA shall be responsible for meeting
the effluent quality requirements of the permit unless one or more of the following
occurs: (1) the wastewater influent does not contain Adequate Nutrients to support
operation of Project biological processes and/or contains Biologically Toxic Substances
which cannot be removed by the existing process and facilities; (2) dischargers into
OWNER'S sewer system violate any or all regulations as stated in OWNER'S Industrial
Water and Sewer Ordinance(s) or as required by law; (3) the flow or influent BODS
and/or suspended solids exceeds the facility design parameters which are 2.07 million
gallons of flow (Annual Average Daily Flow) per day for contact stabilization treatment;
or (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 2.07 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:
Land 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 pump 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 RIBS 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 28°41' 28" N, longitude 81°17' 3" W, and
Site 17 RIBS having a capacity of 0.100 MGD located approximately at latitude 28°41'
27" N, longitude 81°17' 21" W.
C.3 VWNA will operate so that effluent will meet the requirement of NPDES Permit No.
FLA011068 for the Winter Springs East (issued March 14, 2017), a full and complete
copy of which is adopted by reference herein as of the date hereof. VWNA shall be
responsible for meeting the effluent quality requirements of the Permit unless one or
more of the following occurs: (1) the wastewater influent does not contain Adequate
Nutrients to support operation of Project biological processes and/or contains
Biologically Toxic Substances which cannot be removed by the existing process and
facilities; (2) dischargers into OWNER'S sewer system violate any or all regulations as
stated in OWNER'S Industrial Water and Sewer Ordinance(s) or as required by law; (3)
the flow or influent BODS and/or suspended solids exceeds the facility design parameters
which are 2.012 million gallons of flow (Annual Average Daily Flow)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 domestic wastewater treatment plant consisting of flow equalization, influent
screening, contact and re-aeration, secondary clarification, filtration, chlorination, aerobic
digestion and dewatering of residuals (vacuum 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 system. 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, BODS or
flow, exceeds the design parameters stated above, VWNA shall return the plant effluent
to the characteristics required by NPDES in accordance with the following schedule after
Project influent characteristics return to within design parameters.
Characteristics Exceeding Recovery Period
Design Parameters By Maximum
10% or Less 5 days
Above 10% Less than 20% 10 days
20% and Above 30 days
Notwithstanding the above schedule, if the failure to meet effluent quality limitations is
caused by the presence of Biologically Toxic Substances or the lack of Adequate
Nutrients in the influent, then VWNA will have a thirty(30) day recovery period after the
influent is free from said substances or contains Adequate Nutrients.
C.5 VWNA shall not be responsible for fines 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
upon the following:
Project influent characteristics and effluent flow as best they can be established from the
records available at the East Plant:
Flow, Effluent: 1.0924767 mgd
BODS: 1,428.76 lb/day daily average
TSS: 1,782.00 lb/day daily average
Project influent characteristics and effluent flow as best they can be established from the
records available at the West Plant:
Flow, Effluent: 1.0798107 mgd
BODS: 1,226.48 lb/day daily 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 of January 1, 2018 through August 26,
2019.
APPENDIX D
INSURANCE COVERAGE
VWNA SHALL MAINTAIN:
The following insurance coverage in force at all times during the Term of the Agreement
and at VWNA's sole expense.
Coverage shall include the following:
a. Workmen's Compensation and Disability Statutory Requirements
b. Employer's Liability $100,000
c. Commercial General Liability (Occurrence Basis)
Combined Single Limit $2,000,000 each
Bodily injury, personal occurrence& aggregate
injury, and property damage
d. Commercial Auto Liability $1,000,000 each
(single limit) accident
(Owned, hired&non-owned)
Bodily injury &property damage
e. Commercial Umbrella Liability $2,000,000 each occurrence and
aggregate
f. Environmental Impairment Liability $2,000,000 each
occurrence and aggregate
OWNER SHALL MAINTAIN:
1. Statutory workers compensation for all of OWNER's employees associated with
the Project as required by the State of Florida.
2. Commercial Property Insurance providing what is commonly known as "all risk"
coverage, including business interruption coverage, insuring all real and Owner's
personal property on or in the Project, covering 100% of the replacement value
with a stipulated amount or agreed valuation endorsement. Such policy shall
include Equipment Breakdown insurance (also known as Boiler and Machinery
insurance) in an amount of the full replacement cost value for the equipment.
3. Automobile liability insurance for all owned, non-owned and hired vehicles with
a combined single limit of$1,000,000.
The VWNA shall provide the OWNER with a Certificate of Insurance naming "The City 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
policies and unconditionally entitling the OWNER to thirty days notice of cancellation of such
policy or any of the coverages provided by such policy. VWNA may self-insure reasonable
deductible amounts under the policies it is required to maintain to the extent permitted by law.
Each party shall waive subrogation in favor of the other party and each required 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 may involve access to
OWNER's lands or work on the OWNER's utilities facilities must include a requirement that the
contracting entity carry insurance acceptable to OWNER protecting OWNER from any liability
due to the contracting entity's entry upon OWNER's lands. VWNA must submit draft contract
language containing this language to OWNER to review and approve.
APPENDIX E
ANNUAL FEE ADJUSTMENT FORMULA
The Annual Fee adjustment formula to be applied during the Term of this Service Contract shall
be based on CPI as follows:
CPI is defined as: Bureau of Labor Statistics, [1982-84=100, unless otherwise noted] Consumer
Price Index for All Urban Consumers (CPI-U): U.S. city average, all items, not seasonally
adjusted (series: CUUROOOOSAO). The percent change in the index values from the month of
August of the current year compared to the index for the month of August one year prior shall
determine the Annual Fee adjustment.
Effective October I of each preceding year.
The annual adjustment shall not be less than 1.0% or greater than 4.0%.
APPENDIX F
PRIORITY REPAIRS ESTIMATE*
*The estimates below are merely guidelines and not definitive. The OWNER has discretion to
manage the costs of the repairs and, in cooperation with VWNA, change the priority of the
repairs.
Estimated
Activity Cost
East screen structure/piping mods $ 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 $ 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
West Plant Basin 1 Solids Handling Improvement $ 250,000.00
West Plant Basin 1-large-Weir repair/replacment $ 35,000.00
West Plant Basin 1 Diffuser Cap Upgrade $ 15,000.00
West Plant Basin 1-large-baffle, diffuser repairs $ 160,000.00
West Plant Basin 2-small-sludge removal, $ 48,600.00
West Plant Basin 2-small-Weir repair/replacment $ 35,000.00
West Plant Basin 2 Diffuser Cap Upgrade $ 15,000.00
West Plant Basin 2-small-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 WWTP Filter Rehabilitation $ 15,000.00
West Filter Rehabilitation $ 25,000.00
Reuse Tank Drain, Clean & Inspect $ 22,000.00
Misc (Tertiary Filter BW lift Station Pumps) $ 19,000.00
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 Appendix G) $ 153,000.00
$2,783,800.00
APPENDIX G
SCOPE FOR CONSTRUCTION MANAGEMENT SERVICES
VWNA shall perform the following construction management services related to the completion
of the Priority Repairs identified in Appendix F:
The construction services are based on a level of effort required to achieve the overall tasks.
The basic assumptions in this service include:
1. Construction Contractors, Engineering Firms and all other third parties will be directly
engaged and under contract directly with the OWNER.
2. The projects will have no longer than an 18 month construction period.
3. There is time budgeted for construction management personnel prior to and after the
construction period.
4. Construction activities will be managed by VWNA personnel. VWNA will be present
for critical activities but, in an effort to be cost effective, will not have a presence on site
for all 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 Construction Management Fee includes VWNA labor costs as well as any
required travel and lodging.
8. VWNA will verify testing as required by the project specifications. Since the scope of
work includes six specific tasks that will require varying degrees of oversight, VWNA
personnel will observe and witness tests as the availability of resources permit.
VWNA may provide the following key tasks during the various phases of the Priority
Repairs projects. If VWNA foresees a need for additional tasks for any project, then those
tasks will be presented to the OWNER along with the rationale to explain the need for them.
The listing of tasks and subtasks is not intended to be comprehensive. This listing is
provided to demonstrate those tasks that could be requested of and performed by VWNA
personnel.
Task 1: Solicitation of external Engineering Services
Priority repairs requiring Professional Engineering detailed design
drawings/specifications:
The OWNER currently maintains engineering services agreements with multiple
engineering firms. VWNA will assist the OWNER to develop engineering scopes of work
for each of the priority repairs which require the use of professional engineering services.
VWNA will assist the OWNER to review all engineering proposals based on the necessary
scope of work to complete the priority projects listed.
Task 2: Engineering/Procurement/Installation Services provided by VWNA
Priority repairs NOT requiring professional engineering detailed design
drawings/specifications:
VWNA will solicit vendors and suppliers and provide cost effective solutions to Priority
Repairs which do not mandate the preparation of detailed design drawings and specifications
signed and sealed by registered professional engineers including, but not limited to, rental of
portable treatment units, and filter rehabilitations.
VWNA will prepare all bid documents for procurements through the OWNER. VWNA will
manage the bid process for the OWNER, provide bid tabulations, evaluations and award
recommendations. VWNA will attend commission meetings or OWNER functions to assist
the OWNER and provide technical support as needed.
VWNA will provide necessary maintenance staff to complete installation of equipment 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/Bid Phase Services
1. 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 OWNER's design engineer. VWNA will provide a liaison role to
coordinate the OWNER, plant operations, and OWNER design engineers. VWNA will
attend all design review meetings.
2. On those projects requiring professional engineering services to provide drawings and
specifications, VWNA will assist the OWNER to manage their design engineering firm.
VWNA will coordinate and attend the design kickoff meeting, and all subsequent design
review meetings.
3. During the design phase, VWNA will perform design document reviews for
coordination between the engineer's plans and specifications with the existing plant
conditions. VWNA will notify the OWNER of any material constructability, safety
and/or operability concerns noted in the review.
4. VWNA will manage the development of preliminary schedules and preliminary
construction cost estimates.
5. VWNA will manage the development of bid documents for construction contracts and
owner direct purchase (ODP) 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 OWNER.
6. VWNA will coordinate with the OWNER's engineer and provide written responses to
questions received from bidders, contractors, and suppliers, and assist in the preparation
of addenda.
7. VWNA will provide monthly report of Design/Bid Phase activities and identify key
issues that may impact cost and/or schedule.
8. VWNA will create and maintain a "Project Reference Guide' with names and contact
information for all contractors/suppliers involved in the project(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 OWNER with recommendations
for corrections.
2. Manage the Request for Information (RFI's) and Submittal process for all priority repair
projects. VWNA will coordinate reviews and responses with the OWNER'S design
engineer.
3. Review and manage change orders submitted by OWNER contractors. Provide
recommendations to the OWNER to either approve or disapprove change order requests
along with appropriate backup documentation.
4. Review and process contractor payment applications.
5. Review and track stored material.
6. Manage and document construction activities, require witnessed hold points on critical
inspections, review third-party test documentation for compliance with specifications
and coordinate additional testing required for QA/QC.
7. Observe and inspect construction activities to verify the contractors safety polices are
being followed. Inspect activities and notify plant operations and the OWNER should an
observation reveal that the activity may impact the plants' ability to meet its operating
permit conditions.
8. Provide construction photo documentation.
9. Conduct daily construction 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 for accuracy and completeness against
the contract documents and specifications in conjunction with the contractor payment
application review.
12. Maintain document control and provide the OWNER with a turnover package for each
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 punch list process.
16. Provide a monthly report (during periods of active design/construction) that summarizes
project activities and 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 month.
Task 5 - Services during Start-Up and Acceptance Testing
1. Manage the development and approval of start-up procedures and acceptance test plans.
2. Manage vendor equipment check-out, start-up and training.
3. Manage and document the acceptance testing process.
4. Verify testing, as required by the project specifications, has been completed.
(Geotechnical, Hydrostatic, Electrical Megger, Vibration analysis, Thermographic
analysis, etc.)
5. Verify all punch list items are completed by the contractor to the satisfaction of the
OWNER.
6. Provide a written report detailing start-up and acceptance testing activities.
7. Obtain all equipment data plate documentation.
8. Manage the spare parts care, custody, and control process with OWNER contractors.
Coordinate turnover with plant operations.
Task 6 - Services during Project Closeout
1. Coordinate and participate in final inspection walkthroughs with the OWNER and the
OWNER'S design engineers.
2. Verify permit closures (if necessary)through the OWNER'S design engineers.
3. Review all Notices of Substantial/Final Completion submitted by contractor and provide
a recommendation to accept or deny to the OWNER.
4. Verify receipt of equipment warranties.
5. Compile project Piles (electronically)in a turnover package.
6. Coordinate the receipt and turnover of the OWNER's contractor provided redlined
drawings to the OWNER'S engineer to complete the final as-built CAD drawings.
7. Manage the final OWNER contractor payment application, lien release and retention
payment process.
8. Manage the warranty process for the OWNER. This process is contingent on remaining
contract funding and time.
APPENDIX H
OWNER SUPPLIED VEHICLES
LOCATION/DRIVER VEHICLE PROPERTY# CITY# TAG
West WWTP F150XL, Standard Cab 303721 19 XE0239
F150XL, Standard Cab 300359 7 231872
John Deer Gator,4X2 303556
Bobcat, Serial Number 509642803,aquired 1997 * 5133
Paul Morrison Ford Escape 4 XF4938
East WWTP F150XL,Extended Cab,4X4 300398 34 232691
F150XL, Standard Cab 300551 61 237587
John Deer Gator,TX,4X2 304005
Eddie Lopez F250 Super Duty, Standard Cab,Utility Body,Tommy Lift 52 211227
Dave Kerr F350 Super Duty, Standard Cab,Utility Body,Auto Crane 303525 39 236545
Water Treatment Plants Ranger XLT,Extended Cab 303020 11 B4720
Ranger XLT,Extended Cab 303146 5 B9436
F150 XL,Extended Cab 300702 66 XA7102
F150 XL,Extended Cab 300604 10 242313
*Currenty with City Fleet for repair. City Fleet stated that this is an old unit and should be replaced.