HomeMy WebLinkAbout2024 06 24 Consent 302 Memorandum of Agreement between Coalition Partners with Central Florida Waste to Energy Intitiative (CFWEI)CONSENT AGENDA ITEM 302
CITY COMMISSION AGENDA | JUNE 24, 2024 REGULAR MEETING
TITLE
Memorandum of Agreement between Coalition Partners with Central Florida Waste to
Energy Initiative (CFWEI)
SUMMARY
Seminole County is taking the lead and has submitted a CPRG application, including
letters of intent or letters of support to the EPA for the CPRG.
If awarded, Seminole County will receive grant funds from the EPA for an approximate
amount of One Hundred Seventy-Four Million Eight Hundred Thirty-Seven Thousand
Two Hundred Fifty-Two dollars ($174,837,252.00) for the CFWEI, which will result in a
regional wastewater biosolids to renewable natural gas processing facility that will
benefit Seminole County, Osceola County, Orange County, City of Orlando, City of
Altamonte Springs, City of Oviedo, City of Winter Springs and Tohopekaliga Water
Authority and the community at large.
The proposed project seeks to revolutionize biosolid management in wastewater
treatment facilities throughout the metropolitan areas by offering environmental
benefits, economic opportunities, and a blueprint for sustainable practices.
FUNDING SOURCE
RECOMMENDATION
Staff is requesting the City Commission approve a Memorandum of Agreement (MOA)
with Seminole County, Osceola County, Orange County, City of Orlando, City of
Altamonte Springs, City of Oviedo, City of Winter Springs and Tohopekaliga Water
Authority to possibly receive a grant for the development of a regional wastewater
biosolids to renewable natural gas processing facility that will benefit Seminole County,
Osceola County, Orange County, City of Orlando, City of Altamonte Springs, City of
Oviedo, City of Winter Springs and Tohopekaliga Water Authority and the community
at large. The collaborative effort is entitled Central Florida Waste to Energy Initiative
(CFWEI).
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Memorandum of Agreement between Coalition Partners with Central Florida Waste to Energy
Initiative (CFWEI)
Introduction: This is a request for City Council to approve a Memorandum of Agreement
(MOA) with Seminole County, Osceola County, Orange County, City of Orlando, City of
Altamonte Springs, City of Oviedo, City of Winter Springs and Tohopekaliga Water Authority (the
Parties) to possibly receive a grant for the development of a regional wastewater biosolids to
renewable natural gas processing facility that will benefit the Parties and the community at
large. The collaborative effort is entitled Central Florida Waste to Energy Initiative (CFWEI).
Discussion: Biosolids generated by wastewater treatment facilities pose significant
environmental challenges, specifically those directed towards landfills or land application for
final disposal. The City of Winter Springs currently hauls over two (2) tons of bios olids waste,
per week, produced at the Winter Springs Water Reclamation Facilities to Shelley’s Septic Tank,
Inc. located in Zellwood, Florida for land application.
The United States Environmental Protection Agency (EPA) provides financial assistance through
the Climate Pollution Reduction Grant (CPRG) to states, local governments, tribes, and
territories to develop and implement plans for reducing greenhouse gas emissions and other
harmful air pollution. Prior to an award of the CPRG, EPA requires all members of a coalition to
submit a signed Agreement by July 1, 2024, outlining the elements specified by the EPA .
Seminole County is taking the lead on behalf of the Parties and has submitted a CPRG
application, including letters of intent or letters of support from the Parties, to the EPA for the
CPRG.
If awarded, Seminole County will receive grant funds from the EPA for an approximate amount
of One Hundred Seventy-Four Million Eight Hundred Thirty-Seven Thousand Two Hundred Fifty-
Two dollars ($174,837,252.00) for the CFWEI, which will result in a region al wastewater
biosolids to renewable natural gas processing facility (Facility) that will benefit the Parties and
the community at large (Project).
Through collaboration with a select third-party private entity, the CFWEI aims to capture
methane gas from biosolids and convert it into Renewable Natural Gas (RNG).
The proposed project seeks to revolutionize biosolid management in wastewater treatment
facilities throughout the metropolitan areas covered by the Parties, offering environmental
benefits, economic opportunities, and a blueprint for sustainable practices. By leveraging
innovative technologies and strategic partnerships, the program aims to revolutionize biosolid
management, mitigate greenhouse gas emissions by reducing overland hauling, and create
multiple revenue streams.
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Honorable Mayor and City Council Members
June 17, 2024
Page 2 of 2
In addition to the environmental benefits, the potential economic benefit to the City of Winter
Springs will be the reduction of biosolids disposal costs and the assurance of a permanent
disposal facility.
The MOA seeks to solidify the agreement between the Parties to implement and contribute
resources for a regional facility to convert biosolids to renewable energy, reducing greenhouse
emissions and other harmful air pollution for local communities. Under the MOA, Seminole
County will act as the lead applicant for the grant and will be fully responsible for carrying out
the scope of work for the Project and will be accountable to the EPA. The project is further
defined in Exhibit A – Project Description and Proposed Operating Model of the MOA.
Anticipated roles and responsibilities for the Parties are defined in Exhibit B to the MOA.
Of note, the Agreement requires each Party to contribute to the Project by the appointment of
a representative to form a newly established CFWEI Advisory Board, which will provide advice
and guidance related to the planning and implementation process and advise on negotiation of
contracts for the Project. The CFWEI Advisory Board will be subject to Florida’s Sunshine Law,
Section 286.011, Florida Statutes.
Each Party may terminate their participation in the Agreement by providing thirty (30) days’
notice. There will be subsequent Implementing Agreements that will be presented to the City
Commission, including a Subrecipient Agreement, Facility Operating Agreement, Revenue
Sharing Agreement, and Hauling Agreement at later stages in the process. At this time, the
MOA is intended only to form a coalition to receive grant funds in the event they are awarded
and to identify the Parties’ roles in the event awarded.
Budget Impact: There are no direct budget impact to the City. Associated future costs beyond
the existing biosolids disposal costs, if any, will be determined at such time as a regional
biosolids to renewable natural gas processing facility is constructed.
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EXHIBIT A
PROJECT DESCRIPTION AND PROPOSED OPERATING MODEL
General Overview
The Project proposed by the Kissimmee, Orlando, Sanford Metropolitan Statistical Area (“KOS MSA”) will
involve a strategic public-private partnership aimed at maximizing resource utilization and minimizing
environmental impact by reducing greenhouse gas emissions (“GHG”) commonly generated by current
biosolid disposal practices and significantly reducing or eliminating biosolids land application.
As background, biosolids generated by wastewater treatment facilities pose significant environmental
challenges, specifically those directed towards landfills or land application for final disposal. Parties
represented in the KOS MSA aim to capture methane gas from biosolids and convert it into renewable
natural gas (“RNG”) through well-established anaerobic digestion (“AD”) and gas cleaning technology. The
RNG will be sold as a commodity and seamlessly integrated into the natural gas pipeline where it will be
utilized as compressed natural gas (“CNG”) for fleet vehicles or for use by the local municipal power
provider to offset demand for non-renewable gas for power production. The revenue generated from the
sale of RNG and associated renewable identification number (“RIN”) credits will be shared among the
Parties.
An innovative Super Critical Water Oxidation (“SCWO”) process will be utilized to address contaminants
such as per- and polyfluoroalkyl substances (known as “PFAS”) in the residual digested solids, concurrently
generating clean steam power. Through the SCWO process, PFAS chemicals are destroyed and biosolids
are rendered an inert solid with less than thirty percent (30%) of their initial volume remaining to be land
applied or directed to landfills. The additional energy generated will be used onsite to operate the Facility.
Proposed Operating Model for the Coalition
Upon receipt of CPRG funding, the Parties propose to engage Bioman LLC as a CPRG subrecipient to design,
permit, and construct the Facility in years 1-3 of the Term. The parent company of Bioman LLC, Orlando
BioEnergy, LLC, will be privately funding and concurrently constructing a separate AD plant, co-located on
the same site as the Facility, to process food waste and other non-biosolid organic materials. Although
wastewater biosolids must be isolated from the organic waste being processed by the food waste AD
portion of the plant the Project benefits through the synergized approach, as the privately funded plant
will be using the same AD technology as the Facility, providing a more economical and viable solution than
would be possible with a standalone wastewater biosolids facility.
The Facility will have the capacity to accept 290,000 wet tons/year of biosolids from the Parties. Entities
other than the Parties may bring biosolids to the Facility for processing if capacity is available after meeting
the Parties’ needs. Once online, the Facility is expected to ramp up in capacity through year 3, achieving
100% capacity in years 4 and 5 of the Term.
Project Basis and Details
The two major biosolids disposal practices currently utilized in Central Florida are landfilling and land
application, both of which can emit significant amounts of GHGs during the hauling, pre-treatment, and
active treatment stages of these processes. Significant volumes of wet sludge must be long hauled via
commercial vehicles that typically run on fossil fuels and emit significant amounts of GHGs. Once at the
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landfill or land application site, organic matter in the sludge decomposes, releasing potent GHGs such as
methane directly into the atmosphere.
To address these issues, the Project proposes to divert biosolids from being landfilled or land applied to
instead being processed entirely using AD followed by the emerging technology of SCWO.
Orlando BioEnergy, LLC is currently in the process of designing, permitting, and constructing, through an
approximate $60 million private financial investment, a source separated organics processing facility
(“SSOPF”) to service the Central Florida area. At such facilities, a combination of often difficult to handle
feedstocks is taken from large urban areas, agriculture, and industry, and then the carbonaceous
component is converted into RNG through the AD process. The RNG is used for multiple purposes,
depending on the relevant scenario at the facility’s location, either for grid injection, transportation fuel
as CNG, or power generation. Further, remaining CO2 from the process is captured and processed for sale.
This gives two output streams, RNG and CO2 developed from renewable waste products, that can be
directly used to replace the equivalent fossil fuel derived products. The Orlando BioEnergy, LLC facility is
registered as an SSOPF with the State of Florida, holds an air construction permit, and is anticipated to
break ground in November 2024. The CPRG funded Facility for processing biosolids would be designed,
permitted, and constructed concurrently with the Orlando BioEnergy LLC plant on the same site located
in East Central Florida.
Upgrading AD biogas to grid quality RNG involves a series of sophisticated processes aimed at purifying
the biogas into a high-quality, pipeline-grade methane commodity for sale. Initially, the raw biogas,
primarily composed of methane and CO2 along with trace impurities such as hydrogen sulfide and
moisture, undergoes pre-treatment to remove contaminants and moisture, typically through methods like
desulfurization and dehydration. Following pre-treatment, the biogas enters the upgrading system where
it undergoes purification via other established technologies. These processes selectively capture CO2 and
other impurities resulting in a methane-rich gas stream suitable for sale and injection into natural gas
pipelines. The production of RNG from AD biogas not only offers a sustainable alternative to fossil fuels
but also helps mitigate GHG emissions by converting organic waste into a valuable energy resource.
The Facility will include a CNG dispenser for transportation fuel, constructed and operated by Nopetro
Energy. This dispenser will chiefly be used to fuel CPRG funded CNG tractors to haul the Parties’ municipal
wastewater biosolids but will also be used commercially and support the CNG revenue sharing of the
Parties.
In addition to the production of RNG as a commodity, the CO2 rich off-gas from the biogas upgrading
system can be recovered and sold for an additional revenue stream. The facility will include a CO2
liquefaction station, which can produce liquid food-grade CO2 (99.9% purity) in a containerized system
with a small footprint. The CO2 is compressed and dried to completely remove moisture. The CO2 then
passes through a fine filter to remove any remaining odorant compounds or impurities. The purified gas
is sent to a CO2 liquefier from which pure liquid CO2 is produced. The liquid CO2 can be used in a variety
of industries such as food and beverage, breweries, distilleries, refrigeration, bioethanol facilities, and
greenhouses.
The AD digestate from the Facility will be treated using 374Water’s AirSCWO technology. During the SCWO
process, the digestate’s temperature and pressure are elevated above the critical point of water (374°C,
221 bar) so that all organic compounds are oxidized rapidly and completely. These conditions prevent the
formation of incomplete combustion byproducts and the formation/release of GHGs other
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than CO2. During SCWO, carbon is converted into a relatively small volume of CO2 and released in the vent
gas. 374Water will design and integrate their patented AirSCWO units into the Facility to execute this step,
while working closely with Orlando BioEnergy to optimize the process flow between digestion and SCWO
to reduce energy usage. 374Water’s AirSCWO system is equipped with an energy recovery system that
renders the system net energy-positive once steady state is established (within a few hours from cold
start). The efficient startup and shutdown processes are the only time periods where external energy is
required and, once self-sustained, only a minor amount of CO2 is emitted. Excess energy not used in the
SCWO process will be used to provide power to the balance of the Facility site. Additionally, the excess
heat from 374Water’s system will be captured and sent to preheat the AD system, further reducing
outside fuel demands and their related emissions.
Revenue Sharing
The Facility has the potential to create four revenue streams that will be shared between the Facility
operator and the Parties. These revenue streams will be generated from the sale of RNG, the sale of the
resulting RIN credits, the sale of CO2 and the processing of biosolids from entities other than the Parties.
The CFWEI Advisory Board will be tasked with negotiating the revenue sharing agreement with the Facility
operator. The proposed revenue sharing plan for the Parties’ revenue allocation is described below.
Proportional sharing
Revenues generated by the sale of RNG, RIN credits and CO2 will be directly proportional to the volume
of sludge delivered by each of the Parties. Since the volume of sludge will vary greatly depending on the
percent solids of the material delivered, revenue sharing will be based on the dry ton equivalent of the
solids delivered. This ensures equivalent measurement amongst all the Parties. Each Parties’ revenue
share from the Parties’ biosolids will be calculated on a quarterly basis as follows:
Revenue share = total RNG/RIN/CO2 revenues from Parties dry tons biosolids X Specific Party dry
tons/total Parties’ dry tons
For example, if a Party delivered 100 dry tons during the month and the total number of dry tons delivered
by all Parties for the month was 1000 tons, the proportional revenue share for that Party would be 100
tons/1000 tons = 10% of RNG/RIN/CO2 revenues.
Note that the proportional sharing formula only applies to revenues derived from biosolids generated by
the Parties. In the scenario of Iron Bridge, where multiple entities contribute biosolids, the volume at Iron
Bridge will be attributed to the original contributing parties.
Additionally, there are four potential revenue streams that will be generated by processing biosolids from
entities other than the Parties (e.g. RNG, RIN credits, CO2 sales revenues and tipping fee revenues). The
same proportional sharing method will be utilized for these potential revenue streams.
Tipping Fees
The CFWEI Advisory Board will be tasked with negotiating the biosolids processing tipping fee and hauling
fee agreements with the Facility operator. The biosolids processing tipping fee for the Parties will be based
on the actual operating cost of the Facility. The hauling fee will be based on the per mile operating cost of
hauling sludge from each Party’s wastewater treatment plant to the Facility. Any Party may choose to self-
haul sludge to the Facility or contract these services to a company other than the Facility operator should
they wish to do so with no change in the biosolids processing tipping fee.
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The biosolids processing tipping fee and hauling fee for entities other than the Parties will be set at a
higher rate than that charged to the Parties. This higher rate will include a revenue share component to
be distributed to the Parties. As part of the agreement discussed above, the CFWEI Advisory Board will
negotiate a revenue “surcharge” for biosolids processing tipping fees and hauling fees charged to non-
Party entities. The “surcharge” will be collected by the Facility operator on behalf of the Parties and will
be distributed to the Parties at an agreed upon payment schedule.
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EXHIBIT B
ROLES, RESPONSIBILITIES, COMMITMENTS, AND BENEFITS
Exhibit B delineates the roles, responsibilities, commitments, and benefits of the Parties who have
provided Letters of Intent, included with Seminole County’s application to the EPA for the CPRG. These
activities are required to implement the Project funded by the CPRG grant as described in Exhibit A and
support the operation of the Facility upon completion of construction.
Seminole County has accepted the role as the lead grant applicant and will assume responsibility for all
activities related to the administration of the grant award. As the lead applicant, Seminole County is
responsible for:
a) Providing an administrative office within Seminole County to effectuate the terms of the CPRG
and this Agreement.
b) Establishing the CFWEI Advisory Board to provide input on the development, implementation,
and operations of the Project.
c) Coordinating with the Parties during implementation of the Project to keep the Parties informed
of progress.
d) Coordinating the distribution of funds to public and private subrecipient of the CPRG and
monitoring the subrecipient’s procurement of subcontractors to construct the Project.
e) Working with the Orlando Science Center (“OSC”) on a mass scale public education campaign tying
in principles from Seminole Education Restoration Volunteer’s (“SERV”) waste to energy
education program.
f) Working with the University of Central Florida to establish a background GHG monitoring program
that will collect data to include in the annual and capstone reports of the Project.
The Parties will be responsible for:
a) Appointing a representative to the CFWEI Advisory Board.
b) Work collectively to develop agreements (“Implementing Agreements”) to implement the Project,
including but not limited to, a subrecipient agreement, facility operating agreement, revenue
sharing agreement, and hauling agreement, with terms and conditions acceptable to all of the
Parties, with the entities referenced in Exhibit A and any other necessary entities.
c) Providing up to an estimated maximum average daily ton of sludge, shown as dry volume, to the
Facility once Implementing Agreements acceptable to the Parties have been executed and the
Facility is fully operational, as shown in the table below:
Entity Name Average Daily Dry Biosolids Tons Delivered to the
Facility
Seminole County 4.20
City of Orlando 62
Osceola County See Tohopekaliga Water Authority
Orange County 58
Tohopekaliga Water Authority 37.88
City of Altamonte Springs 10
City of Winter Springs 2.16
City of Oviedo 2.24
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Benefits
The Parties recognize the interconnected nature of sustainability and resilience efforts, understanding
that these issues transcend individual jurisdictions. With a firm commitment to regional collaboration, the
Parties actively support initiatives like the Facility, recognizing its potential to significantly reduce GHG
and carbon emissions across the region. By pooling resources and expertise with neighboring counties
and municipalities, the Parties anticipate greater effectiveness in achieving environmental goals and
fostering long-term sustainability.
Beyond the environmental benefits of reduced emissions and cleaner air, the Parties anticipate additional
advantages in the form of potential revenue streams. These revenues could be channeled into enhancing
resident services, further improving the quality of life for the communities involved. Moreover, the
Project's community engagement component presents a valuable opportunity for the Parties to foster
awareness and interest among its residents. By actively involving the community, the Parties aim to
bolster its overall sustainability outreach and education efforts, empowering residents to play an active
role in shaping the region's future. Moreover, the project will establish a network of greenhouse gas
(GHG) monitoring devices throughout the region and develop a skilled workforce capable of analyzing and
reporting on the gathered data.
Through collaborative efforts with local post-secondary institutions and technical schools, the Parties aim
to leverage the Project to expand access to skills training and educational opportunities for its residents.
By aligning educational curricula with the needs of local industries, including those associated with the
Project, the Parties seek to equip its workforce with the skills necessary to qualify for higher-wage jobs.
This initiative not only enhances economic opportunities for residents but also strengthens the region's
economic resilience and competitiveness in the long run.
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Memorandum of Agreement Between Coalition Partners
Page 1 of 17
MEMORANDUM OF AGREEMENT BETWEEN COALITION PARTNERS
THIS MEMORANDUM OF AGREEMENT (“Agreement”) is dated as of the _____
day of ___________ 20_____, by and between SEMINOLE COUNTY, a charter county and
political subdivision of the State of Florida (“Seminole County”), OSCEOLA COUNTY, a
charter county and political subdivision of the State of Florida (“Osceola County”), ORANGE
COUNTY, a charter county and political subdivision of the State of Florida (“Orange County”),
CITY OF ORLANDO, a municipal corporation of the State of Florida (“City of Orlando”), CITY
OF ALTAMONTE SPRINGS, a municipal corporation of the State of Florida (“City of
Altamonte Springs”), CITY OF WINTER SPRINGS, a municipal corporation of the State of
Florida (“City of Winter Springs”), CITY OF OVIEDO, a municipal corporation of the State of
Florida (“City of Oviedo”), and TOHOPEKALIGA WATER AUTHORITY, an independent
special district of the State of Florida (“Toho Water Authority”) (collectively referred to in this
Agreement as “Parties”; individually, “Party”).
W I T N E S S E T H:
WHEREAS, Section 163.01, Florida Statutes, as may be amended, authorizes public
agencies to enter into agreements with other public agencies to serve a public purpose; and
WHEREAS, the United States Environmental Protection Agency (“EPA”) provides
financial assistance through the Climate Pollution Reduction Grant (“CPRG”) to states, local
governments, tribes, and territories to develop and implement ambitious plans for reducing
greenhouse gas emissions and other harmful air pollution; and
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Memorandum of Agreement Between Coalition Partners
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WHEREAS, Seminole County, as the lead applicant and on behalf of the Parties, has
submitted an application, including letters of intent or letters of support from the Parties, to the
EPA for the CPRG; and
WHEREAS, if awarded, Seminole County will receive grant funds from the EPA for an
approximate amount of ONE HUNDRED SEVENTY-FOUR MILLION EIGHT HUNDRED
THIRTY-SEVEN THOUSAND TWO HUNDRED FIFTY-TWO AND NO/100 DOLLARS
($174,837,252.00) for the Central Florida Waste to Energy Initiative (“CFWEI”), which will result
in a regional wastewater biosolids to renewable natural gas processing facility (“Facility”) that will
benefit the Parties and the community at large (“Project”); and
WHEREAS, prior to an award of the CPRG, EPA requires all members of a coalition to
submit a signed Agreement by July 1, 2024, outlining the elements specified by the EPA in its
Appendix E – Guidelines for a Memorandum of Agreement for a Coalition.
NOW, THEREFORE, for and in consideration of the promises, mutual covenants and
agreements contained in this Agreement by and between the Parties and for the mutual benefit of
the Parties, the Parties agree as follows:
Section 1. Recitals. The foregoing recitals are true and correct and form a material part
of the Agreement upon which the Parties have relied and are incorporated in this Agreement.
Section 2. Term. The effective date of this Agreement is the date the last Party executes
this Agreement, and expires on July 1, 2030 (“Term”), unless terminated earlier in accordance
with this Agreement.
Section 3. Climate Pollution Reduction Grant.
(a) If the EPA awards Seminole County the CPRG, the Parties have agreed to
implement and contribute resources for a regional project to reduce greenhouse gas emissions and
other harmful air pollution for local communities, as further specified in Exhibit A – Project
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Memorandum of Agreement Between Coalition Partners
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Description and Proposed Operating Model, attached to and incorporated in this Agreement. To
further the Parties’ intent in accomplishing the Project, the Parties are committed to fulfilling roles
and responsibilities, as further specified in Exhibit B – Roles, Responsibilities, Commitments, and
Benefits, attached to and incorporated in this Agreement.
(b) As lead applicant, Seminole County will be accountable to the EPA and is fully
responsible for effectively carrying out the scope of work for the Project in accordance with this
Agreement. Seminole County will ensure appropriate financial accounting is completed for proper
financial management of the CPRG. All Parties agree to work in good faith to accomplish the
objectives set forth in this Agreement and the CPRG. To this end, each Party agrees to contribute
to the Project by the appointment of a representative to form a newly established CFWEI Advisory
Board, which will provide advice and guidance related to the planning and implementation
process, including advising on the negotiation in contracts for the Project. This CFWEI Advisory
Board will be subject to Florida’s Sunshine Law, Section 286.011, Florida Statutes. Each Party
should attempt to appoint a representative experienced in biosolids, waste, or wastewater.
(c) The Parties’ performance under this Agreement is contingent upon an appropriation
by the Federal government and is subject to grant conditions that may require modification of this
Agreement.
Section 4. Sovereign Immunity. To the fullest extent permitted by law, each Party is
solely and fully liable for the acts and omissions of its elected officials, officers, employees, and
agents. Nothing in this Agreement may be construed as a waiver by any Party of its sovereign
immunity. Nothing in this Agreement may be construed as consent to be sued by third parties in
any matter arising out of this Agreement nor denying any Party any remedy or defense available
under the laws of the State of Florida.
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Memorandum of Agreement Between Coalition Partners
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Section 5. Termination. Each Party may terminate their participation in this Agreement
without further obligation to the other Parties by providing thirty (30) days prior written notice to
all the Parties in accordance with the “Notice” Section of this Agreement. The termination of
participation in this Agreement by a Party will not serve as a termination of the participation in the
Agreement by the remaining Parties.
Section 6. Employee Status. Persons employed by any Party in the performance of this
Agreement are deemed not to be the employees or agents of any other Party, nor do these
employees have any claims to pensions, workers’ compensation, unemployment compensation,
civil service, or other employee rights or privileges granted to any other Party’s employees or
agents either by operation of law or by any Party.
Section 7. Notice. Any notice delivered with respect to this Agreement must be in writing
and will be deemed to be delivered (whether or not actually received) when e-mailed, and one of
the following: (i) hand-delivered to the persons designated below, or (ii) five (5) business days after
deposit in the United States Mail, postage prepaid, certified mail, return-receipt requested,
addressed to the person at the address for the Party as set forth below, or such other address or to
such other person as the Party may have specified by written notice to the other Parties delivered
according with this “Notice” Section:
As to Seminole County:
Attention: Johnny Edwards, Interim Utilities Director
Seminole County
500 West Lake Mary Boulevard
Sanford, Florida 32773
E-mail: wedwards@seminolecountyfl.gov
With a Copy to:
Attention: John Slot, Chief Technology Officer, Administrator for Sustainability and
Adaptability
Seminole County
1101 E. 1st Street
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Memorandum of Agreement Between Coalition Partners
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Sanford, Florida 32771
E-mail: jslot@seminolecountyfl.gov
As to Osceola County:
Attention: Don Fisher, County Manager
Osceola County
1 Courthouse Square
Kissimmee, Florida 34741
Email: Don.Fisher@osceola.org
As to Orange County:
Attention: Ed Torres, M.S. P.E., LEED AP, Director, Orange County Utilities
Orange County
9150 Curry Ford Road
Orlando, Florida 32825-7600
E-mail: ed.torres@ocfl.net
As to City of Orlando:
Attention: Corey Knight, P.E., Public Works Director
City of Orlando
400 South Orange Avenue
Orlando, Florida 32801
Corey.Knight@cityoforlando.net
As to City of Altamonte Springs:
Attention: Franklin W. Martz II, City Manager
City of Altamonte Springs
225 Newburyport Avenue
Altamonte Springs, Florida 32701
E-mail: FWMartz@Altamonte.org
With a Copy to:
Attention: Bruce Doig, P.E., LEED-AP, Director of Public Works
City of Altamonte Springs
950 Calabria Drive
Altamonte Springs, Florida 32714
E-email: BDoig@altamonte.org
As to City of Winter Springs:
Attention: Kevin McCann, Mayor
City of Winter Springs
1126 E. SR 434
Winter Springs, Florida 32708
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Memorandum of Agreement Between Coalition Partners
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E-mail: kmccann@winterspringsfl.org
As to City of Oviedo:
Attention: Bryan Cobb, City Manager
City of Oviedo
400 Alexandria Boulevard
Oviedo, FL 32765
E-mail: bcobb@cityofoviedo.net
As to Toho Water Authority:
Attention: Todd P. Swingle, CEO
Toho Water Authority
951 Martin Luther King Boulevard
Kissimmee, FL 34741
E-mail: tswingle@tohowater.com
Section 8. Parties Bound. This Agreement is binding upon and inures to the benefit of
the Parties, and their successors and permitted assigns.
Section 9. Assignment. This Agreement may not be assigned by any Party without the
prior written approval of all the Parties.
Section 10. Conflict of Interest. The Parties shall not engage in any action that would
create a conflict of interest in the performance of its obligations pursuant to this Agreement with
any other Party or that would violate or cause third parties to violate the provisions of Part III,
Chapter 112, Florida Statutes, as may be amended, relating to ethics in government.
Notwithstanding the foregoing, the Parties are not prohibited from entering into other
arrangements for biosolids management.
Section 11. Dispute Resolution.
(a) In the event of a dispute related to this Agreement, the Parties shall informally meet
to resolve such dispute prior to filing a lawsuit or otherwise pursuing legal remedies.
(b) In the event an informal meeting does not resolve the dispute, a Party to this
Agreement may notify the other Parties in writing that it wishes to commence formal dispute
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resolution with respect to any unresolved dispute under this Agreement. The Parties agree to
submit the dispute to a Florida Certified Circuit Court Civil Mediator for mediation, within sixty
(60) days following the date of this notice. In the event that any dispute cannot be resolved by
mediation, the dispute may be filed in accordance with Section 14 (“Governing Law, Jurisdiction,
and Venue”). The Parties further agree that any such action will be tried before the Court, and the
Parties hereby waive the right to jury trial as to such action.
(c) Notwithstanding the preceding, court action may be commenced by a Party without
first attempting to resolve the dispute informally or through mediation as provided above, if
deemed appropriate by a Party to avoid the expiration of an applicable limitations period, seek an
injunction to prevent imminent harm, or to preserve a superior position with respect to other
creditors.
Section 12. Reports. Each Party agrees to promptly provide updates, information, and
reports when requested by the EPA or by another Party to provide the public with transparency.
Section 13. Equal Opportunity Employment. The Parties shall not discriminate against
any employee or applicant for employment for work under this Agreement because of race, color,
religion, sex, age, disability, sexual orientation, gender identity or national origin. The Parties shall
take steps to ensure that applicants for employment, and employees are treated equally during
employment, without regard to race, color, religion, sex, age, disability, sexual orientation, gender
identity or national origin. Equal treatment includes, but is not limited to, the following:
employment; upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including apprenticeship .
Section 14. Governing Law, Jurisdiction, Venue, Attorneys’ Fees and Costs. The laws
of the State of Florida govern the validity, enforcement, and interpretation of this Agreement. The
sole jurisdiction and venue for any legal action in connection with this Agreement will be, if in
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Memorandum of Agreement Between Coalition Partners
Page 8 of 17
state court, in a court of competent jurisdiction located in Seminole County, Florida, or, if in federal
court, the Florida Middle District, Orlando Division. The Parties shall each bear their own costs,
experts’ fees, consultants’ fees, attorneys’ fees, paralegals’ fees and other fees at all administrative,
pretrial, trial and appellate levels incurred in connection with this Agreement and any litigation or
appeals arising either directly or indirectly from this Agreement.
Section 15. Compliance with Laws and Regulations. The Parties must abide by all
statutes, codes, ordinances, rules, regulations, executive orders, and guidance pertaining to or
regulating the provision of this Agreement.
Section 16. Entire Agreement.
(a) It is understood and agreed that the entire agreement of the Parties is contained in
this Agreement, which supersedes all oral agreements, negotiations, and previous agreements
between the Parties relating to the subject matter of this Agreement.
(b) Any alterations, amendments, deletions, or waivers of the provisions of this
Agreement will be valid only when expressed in writing and duly signed by the Parties, except as
otherwise specifically provided in this Agreement.
Section 17. Severability. If any term or provision of this Agreement is held to be invalid,
illegal, or unenforceable, the remainder of this Agreement will not be affected, and each remaining
term and provision of this Agreement will be valid and enforceable to the fullest extent permitted
by law.
Section 18. Counterparts. This Agreement may be executed in any number of
counterparts each of which, when executed and delivered, constitutes an original, but all
counterparts together constitute one and the same instrument.
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Memorandum of Agreement Between Coalition Partners
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Section 19. Headings and Captions. All headings and captions contained in this
Agreement are provided for convenience only, do not constitute a part of this Agreement, and may
not be used to define, describe, interpret, or construe any provision of this Agreement.
Section 20. No Third-Party Beneficiaries. This Agreement is entered into solely
between the Parties and may be enforced only by the Parties. Nothing in this Agreement confers
upon any person other than the Parties and their respective successors or assigns, any rights,
remedies, obligations, or liabilities whatsoever.
Section 21. Authority. By signing below, the signatory acknowledges that they are
officially authorized to sign this Agreement on behalf of their respective Party.
IN WITNESS WHEREOF, the Parties have made and executed this Agreement for the
purposes stated above.
[Signatures and attestations on the following pages]
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Memorandum of Agreement Between Coalition Partners
Page 10 of 17
BOARD OF COUNTY COMMISSIONERS OF
OSCEOLA COUNTY FLORIDA
By:
Chair/Vice Chair
Date:
ATTEST:
OSCEOLA COUNTY CLERK OF THE BOARD
By:
Clerk/Deputy Clerk of the Board
As authorized for execution at the Board of
County Commissioners meeting of:
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Memorandum of Agreement Between Coalition Partners
Page 11 of 17
ORANGE COUNTY
By: Board of County Commissioners
By:
Jerry L. Demings
Orange County Mayor
Date: ______________________________
Attest: Phil Diamond, County Comptroller
As Clerk of the Board of County Commissioners [SEAL]
By:
Deputy Clerk
____________________________________
Printed Name
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Memorandum of Agreement Between Coalition Partners
Page 12 of 17
CITY OF ORLANDO, FLORIDA,
a municipal corporation of the State of Florida
____________________________________
Mayor/Mayor Pro Tem
ATTEST:
______________________________
Stephanie Herdocia, City Clerk
APPROVED AS TO FORM AND LEGALITY
For the use and reliance of the City of Orlando,
Florida, only
______________________, 20___.
___________________________________
Assistant City Attorney
Orlando, Florida
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me by means of physical presence or
online notarization, this _______ day of ______________, 20____, by
__________________________________ as Mayor/Mayor Pro Tem, and Stephanie Herdocia, City
Clerk, of the City or Orlando, Florida.
______________________________________________
Notary Public Signature
Print, Type or Stamp Name of Notary: ______________
(Affix Notary Stamp or Seal)
________ Personally Known or __________ Produced Identification
Type of Identification Produced_____________________________
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Memorandum of Agreement Between Coalition Partners
Page 13 of 17
CITY OF ALTAMONTE SPRINGS, FLORIDA
STATE OF FLORIDA
COUNTY OF SEMINOLE
The foregoing instrument was acknowledged before me by means of physical presence
or online notarization, this _____ day of _______________, 2024, by PAT BATES and
ANGELA M. APPERSON, Mayor and City Clerk respectively, of the CITY OF ALTAMONTE
SPRINGS, FLORIDA, who are personally known to me and they acknowledged executing the
same freely and voluntarily under authority vested in them and that the seal affixed thereto is the
true and corporate seal of the City of Altamonte Springs, Florida.
(Notary Seal)
Signature
Print name
Notary Public - State of __________________
Commission No.
My Commission Expires:
Approved as to form and
legality for use and
reliance by the City of
Altamonte Springs
JAMES A. FOWLER, City Attorney
By:
Pat Bates, Mayor
Date:
ATTEST:
Angela M. Apperson, City Clerk
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Memorandum of Agreement Between Coalition Partners
Page 14 of 17
ATTEST: CITY OF WINTER SPRINGS
_________________________ ______ By: __________________________
CHRISTIAN GOWAN, City Clerk KEVIN MCCANN, Mayor
Date: __________________________
APPROVED AS TO FORM:
___________________________________
Anthony A. Garganese, City Attorney
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Memorandum of Agreement Between Coalition Partners
Page 15 of 17
CITY OF OVIEDO
Julianna Ross, Asst. City Attorney
By:
Megan Sladek, Mayor, City of Oviedo
Date:
ATTEST:
Elianne Rivera, City Clerk
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Memorandum of Agreement Between Coalition Partners
Page 16 of 17
TOHOPEKALIGA WATER AUTHORITY
By:
Todd P. Swingle, CEO/Executive Director
Attest:
Alison Smith, Executive Assistant
STATE OF FLORIDA
COUNTY OF OSCEOLA
The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ]
online notarization, this day of ___________________, 2024, by Todd P. Swingle,
CEO/Executive Director of Tohopekaliga Water Authority, an independent "Special District"
created pursuant to Chapter 189, Laws of Florida. He is personally known to me.
Signature of Person Taking Acknowledgment
Name of Acknowledger Typed, Printed or Stamped
Title or Rank
Serial Number, if any.
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Memorandum of Agreement Between Coalition Partners
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BOARD OF COUNTY COMMISSIONERS
ATTEST: SEMINOLE COUNTY, FLORIDA
By: _____________________________________
GRANT MALOY JAY ZEMBOWER, Chairman
Clerk to the Board of
County Commissioners of
Seminole County, Florida. Date: _____________________________________
For the use and reliance As authorized for execution by the Board of
of Seminole County only. County Commissioners at its ____________
20_____, regular meeting.
Approved as to form and
legal sufficiency.
County Attorney
BP/
5/23/24
T:\Users\bpatel\Special Projects\CPRG\MOA v2\Memorandum of Agreement (MOA) - 5.23.24.docx
Attachments:
Exhibit A – Project Description and Proposed Operating Model
Exhibit B – Roles, Responsibilities, Commitments, and Benefits
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