HomeMy WebLinkAbout2025 09 08 Regular 501 - Woodard & Curran, Inc. Water, Wastewater & Reuse Facilities AgreementREGULAR AGENDA ITEM 501
CITY COMMISSION AGENDA | SEPTEMBER 8, 2025 REGULAR MEETING
TITLE
Operation, Maintenance & Management Water, Wastewater & Reuse Facilities
Agreement with Woodard & Curran, Inc.
SUMMARY
On February 28, 2025, the City initiated a competitive bidding process by publishing a
Request for Qualifications (RFQ #02-25-01 CS) seeking Statements of Qualifications
(SOQ) from Florida registered firms for the Operation, Maintenance and Management
of City of Winter Springs Water, Wastewater and Reuse Facilities. The City's Selection
Committee ranked the respondents submitting SOQ's to RFQ #02-25-01 CS and
recommended Woodard & Curran, Inc. as the top ranked firm to the City Commission
on May 12, 2025. The City Commission approved the Selection Committee's
recommendation and directed staff to begin negotiating a mutually acceptable
agreement with Woodard & Curran to perform the services required by the RFQ. This
firm was considered to be the most qualified, demonstrating experience and financial
capability to operate, maintain, and manage the City's three water plants and two
wastewater plants, including their related reuse water storage, pumping, and disposal
facilities.
Upon Commission approval, Woodard & Curran will become the City's Facilities
Operator responsible for operating, maintaining and managing the water, wastewater
and reuse facilities at the service levels prescribed by the Contract over an initial five
(5) year term with extensions for one or more additional fiscal year terms. In general,
operations, maintenance and management activities will include, but not be limited to:
Operating and managing the facilities according to the requirements established
by the governmental authorities having jurisdiction and in accordance with the
applicable industry standard of care.
Staffing the facilities with management and operations staff experienced in the
areas of water and wastewater treatment, process control, laboratory analysis
and maintenance procedures for water and wastewater treatment and reuse /
reclamation facilities.
Implementing an on-going training program for all personnel addressing facility
operations and maintenance, laboratory operations and maintenance,
supervisory skills and energy management.
Providing on call, backup expertise in operations, management and
maintenance applications to ensure compliance with the Contract.
Maintaining computer software effective in the management of scheduled,
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preventive maintenance, capital repairs, emergency repairs, predictive
maintenance, process control and compliance reporting.
Performing the sampling and analysis as required for the proper operation of
the facilities for process control and compliance standards.
Preparing all permit monitoring and operations reports and submitting them to
the City for final review prior to submission to the appropriate regulatory
agency.
Maintaining open, timely, and professional communication with the City at all
times regarding the operation and maintenance of the facilities.
Maintaining and implementing an emergency response plan for the facilities that
shall be in compliance with all applicable regulations. The plan will be reviewed
and updated annually in cooperation with the City.
The cost for Woodard & Curran's services will be based upon actual (open book) costs
for services plus a Fixed Fee of 8.0%. Staff estimates the first year annual cost will be
approximately $3,551,123 and matches the City's annual operating budget for contract
operation and maintenance of the water plants and wastewater plants, including the
reuse water facilities.
Upon Commission approval, Woodard & Curran will begin Transitional Services in
accordance with the Contract until October 1, 2025. On October 1, 2025, Woodard &
Curran will begin fully operating and maintaining all treatment facilities and City staff
will take over operation and maintenance services for all wastewater lift stations from
the current contract operator, Veolia North America. The City will continue to provide
all customer service, billing, water distribution, wastewater collection, and residential
reuse services throughout and after the contract transition period.
The estimated, initial annual cost o f $3,551,123 will be paid from the Utility Enterprise
Fund. The annual cost for subsequent years will be determined during the City's
annual operating budget development process in consultation with Woodard & Curran
operations staff. The Contract annual estimated budget will be negotiated and
presented no later than July each contract year and finalized by September in line with
the City Commission's budget adoption schedule.
FUNDING SOURCE
This is fully funded through the Tentative FY 2026 Budget in the Water & Sewer Fund in
Other Svcs - Contract / Administration.
RECOMMENDATION
Pursuant to RFQ #02-25-01 CS, staff recommends the City Commission approve the
attached contract with Woodard & Curran, Inc. for Operation, Maintenance &
Management Water, Wastewater & Reuse Facilities 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.
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Operations, Maintenance, & Management Water, Wastewater, & Reuse Facilities Agreement
Dated: September 8th, 2025
City of Winter Springs, Florida
and
Woodard & Curran, Inc.
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Contract Operations, Maintenance, & Management
Water, Wastewater & Reuse Facilities Agreement
This Operations, Maintenance, and Management Agreement is hereby entered on the Eighth day of September, 2025 (“Effective Date”) by and between Woodard & Curran, Inc. (“W&C”), a Maine
corporation, whose Principal Place of Business is based at 12 Mountfort Street, Portland, ME 04101, Tax I.D. No. 01-0363222, and the City of Winter Springs, a Florida municipal corporation (the “Client”), whose
address is City Hall, 1126 East State Road 434, Winter Springs, FL 32708 and its successors and assigns (hereinafter “Agreement”).
RECITALS
WHEREAS, the Client is the owner of water, wastewater, and reuse systems that are listed and
described with their respective basic design and permitted capacities in Exhibit A to this Agreement (referred to herein interchangeably as the “Facility” or “Facilities”); and
WHEREAS, Client requires utilities operation, maintenance, and management services consistent
with industry standards and practices, and in furtherance of this requirement, Client initiated a competitive bidding process by publishing a Request for Qualifications (RFQ #02-2025-01 CS) seeking qualifications and proposals from qualified firms to perform comprehensive utilities operation, maintenance and management
services for Client’s Facilities which services are specifically described and defined in Section 1.01 of this Agreement; and WHEREAS, W&C represented to Client 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 Client ranked the respondents submitting qualifications to RFQ #02-2025-01 CS and selected W&C as the top ranked firm subject to negotiating a mutually acceptable agreement with the Client to perform the comprehensive utilities operation, maintenance and management services required by the RFQ; and WHEREAS, the Client desires to engage W&C to operate and maintain the Facilities on behalf of
the Client and W&C desires to accept such engagement, all upon the terms and conditions hereafter set forth; and
WHEREAS, prior to W&C assuming the full operation and maintenance of the Facilities, the parties desire W&C to provide on-site transitional management services to the Client until such time the Client’s current service provider, Veolia, ceases operation and maintenance responsibilities for the Facilities on September 30, 2025; and WHEREAS, the Client is authorized by law to enter into this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties agree as follows:
ARTICLE I - RESPONSIBILITIES OF WOODARD & CURRAN
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1.01 Transitional Services. Commencing on the Effective Date of this Agreement, and until assuming
full operation and maintenance responsibilities for the Facilities pursuant to subsection B of this Article, W&C shall provide on-site transitional management services to the Client as described and set forth in
Exhibit “B.” 1.02 Full Operation and Maintenance Responsibilities. Commencing on October 1, 2025, or such other
mutually acceptable date agreed to in writing between W&C and the Client, W&C shall be responsible for the following:
1.02.1 W&C will provide all routine operation and maintenance of the Client's Facility on a seven day per week, 24 hour basis within the design and permitted capabilities of the Facility. The routine operation and
maintenance services which will be performed by W&C are described and set forth in Exhibit B of this Agreement (hereinafter “Scope of Services”). For purposes of its performance responsibilities under this
Agreement, W&C shall mean W&C and its officers, employees, agents, and subcontractors providing services to the Client under this Agreement.
1.02.2 W&C shall communicate with the designated Client liaison, as described in Article 2.01(h) of this Agreement, regarding decisions and other matters related to the operation of the Facility. In addition, W&C,
acting through duly licensed and certified operators, shall timely collect, maintain, and verify all operational data required for regulatory reporting; prepare and, where authorized by law, sign and submit to the Florida Department of Environmental Protection (“FDEP”) and other applicable regulatory agencies such forms, reports, and certifications specifically related to the operational data of the Facilities; and otherwise fully assist the Client in meeting its reporting obligations, including furnishing all supporting documentation necessary to demonstrate compliance with applicable permits, laws, and regulations.
1.02.3 W&C shall provide written notice to the Client liaison, within two (2) business days, or sooner if required by law or regulation, in the following circumstances: (a) Whenever W&C reasonably observes or otherwise becomes aware of any development that materially impacts the performance or operation of the Facilities, or W&C’s ability to perform
in accordance with the terms and conditions of the Agreement. (b) Whenever W&C receives any verbal or written notice or warning of non-compliance from any
regulatory agency. In the case of written notices or warnings, W&C shall also provide the Client with copies of such communications. 1.02.4 W&C may provide additional operation and maintenance services not considered routine and required under Exhibit B of the Agreement, or which are required because of a Force Majeure Event pursuant to Article X of this Agreement. W&C shall make reasonable efforts to abide by the Emergency
Response Plan during such Force Majeure. However, W&C shall not be responsible for damage and liability caused by such Force Majeure.
1.02.5 W&C shall make reasonable efforts to secure the Facilities at appropriate times, within the requirements and limits of the security plans and devices provided by the Client, to protect against
vandalism and intrusion. To the extent possible, W&C shall keep buildings and gates locked and will have on-site staff coordinate with public safety officials on behalf of Client with respect to security for buildings and property, in so doing making reasonable efforts to prevent break-ins and vandalism. W&C shall rely on Client’s security and public safety staff for ultimate control and responsibility for the security of property
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and equipment. If W&C takes such measures, it shall not be held responsible for any claims, damages,
injuries, losses or costs due to or resulting from a security incident at the Facility caused by the Client or any third parties.
1.02.6 Within the first ninety (90) days of this Agreement, W&C shall provide Client with a listing of recommended actions and capital improvements that W&C believes will be required for any of the Facilities
covered by the Agreement. Throughout the Term, within one hundred twenty (120) days of the end of Client’s Fiscal Year, W&C may propose to Client, in writing, additional capital improvements W&C reasonably believes need to be performed in order for W&C to be able to perform its obligations under this Agreement. Within thirty (30) days after receiving such proposal, Client shall respond to W&C in writing clearly stating whether Client accepts or rejects such proposal. If accepted, Client and W&C may negotiate
change of scope of services for W&C to perform such improvements. If Client (i) rejects any such proposal or (ii) fails to perform (or cause to perform) any capital improvement proposed by W&C or fails to perform
any other capital improvements reasonably required to maintain the Facilities covered by this Agreement, then W&C shall be relieved of any liability arising out of such occurrence. 1.02.7 W&C shall perform such other services agreed to in writing and signed by both parties pursuant to this Agreement.
ARTICLE II - RESPONSIBILITIES OF THE CLIENT
2.01 As part of this Agreement, the Client agrees to assume the following responsibilities:
(a) Client shall maintain in full force and effect, in accordance with its respective terms, all
guarantees, warranties, easements, permits, licenses, and other similar approvals and consents received or granted to the Client as owner of the Facility and component parts thereof.
(b) The Client will be responsible for payment of capital costs as described in this Agreement and in Exhibit B, Paragraph A. Client shall also be responsible for expenditures for any capital repairs or replacement required based on written recommendations received by the Client from W&C’s health & safety and cyber-security inspections/audits conducted at the
Facilities. W&C will provide written justification and review of the related factors for such expenditure to the Client for review and approval prior to proceeding with such repairs.
Client shall be responsible for all fines, costs, damages, or claims, for any capital repairs or replacements related to health & safety or cyber security inspections/audits not made in accordance with W&C’s recommendations. Client shall also be responsible for the removal of any lead or lead service lines present in the distribution system and, until such removal, for any liabilities, non-compliance events or penalties resulting from the presence of any
lead service lines or fixtures. (c) W&C’s Scope of Work does not include the collections and distribution system, therefore Client shall be responsible for any and all claims, costs, losses, and damages associated with sewer line or water line breaks in the distribution or collection system, except to the extent that such breaks are caused by W&C’s gross negligence in performance of the Scope of Services.
(d) Client shall at all times provide access to the Facility for W&C, its authorized agents and employees and shall provide that security and public safety officials responsible for the
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community and area coordinate their activities and patrols to protect personnel and
property on-site.
(e) Client shall provide W&C with the use of existing treatment facility equipment and associated parts owned by the Client, necessary for the operation and maintenance of the Facility. Client shall also identify and provide for W&C’s use a list of rolling stock (vehicles,
moveable assets, and moveable construction equipment used for the operation and maintenance of the Facilities) existing on the effective date of this Agreement. The list will identify available rolling stock which can either: a) be turned over to W&C for their full use; or b) rolling stock which will remain owned and insured by the Client but can be made available for W&C use in specialized scenarios (ie, vac trucks). Any rolling stock turned over
to W&C will be insured, and maintained by W&C during the term of this Agreement. For all other available rolling stock purchased and owned by the Client after the effective date
of this Agreement, Client shall maintain such stock unless otherwise mutually agreed, in writing, by the parties. Additional rolling stock not identified by the Client, in writing, for use by W&C will be provided, registered, licensed, insured, and maintained by Client. All rolling stock shall be maintained in good working order, operated safely, and kept in compliance with all applicable federal, state, and local laws and regulations.
(f) Client shall be responsible for damage and liability to the Facility or components thereof and public health caused by a Force Majeure event or misuse of property, except to the
extent that the misuse of property or equipment is caused by the negligence or willful misconduct of W&C. (g) Client shall be responsible for all fines imposed for process upsets and violations of water quality standards attributable to the operation and maintenance of the Facility to the extent outside W&C 's responsibility as set forth in Section 9.04.
(h) Client shall designate, in writing, an individual to act as authorized representative overseeing W&C in connection with the performance of services by W&C under this Agreement. The Client’s City Manager shall serve as the Client’s ultimate administrative representative under this Agreement, and any designation of another authorized representative shall not limit the authority of the City Manager to act on behalf of the Client.
(i) Client shall provide all available criteria and information related to the scope of work identified in this Agreement, including without limitation, objectives, constraints, standards
or budgets including any limitations thereof.
(j) Client shall give written notice to W&C, as soon as reasonably practicable, whenever the Client observes or otherwise becomes aware of any development that affects the scope or timing of W&C's services or any failure of W&C to perform in accordance with the terms and conditions of the Agreement.
(k) Reserved (l) Client shall provide, when requested by W&C, information reasonably necessary for a best practices due diligence examination of the Facility, including but not limited to: 1) reports of any accidents, reportable OSHA incidents, injuries to persons, damage to property, or
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insurance claims relating to the facility within the last 5 years; 2) reports or claims of any
environmental incidents, spills, leaks, or discharges of any hazardous or potentially hazardous materials relating to the facility within the last 5 years; 3) profiles for any
hazardous materials stored in the facility in the last 5 years; and 4) claims or allegations of structural deficiencies within the facility or related structures, including all pipelines, pumps, and equipment, within the last 5 years.
(m) Client shall provide existing, available or reasonably attainable information reasonably relating to the surface and subsurface conditions or utility locations of the Facility site, both upon the signing of this Agreement and further when requested by W&C. W&C will not be responsible for any damage, injury of interference with any subterranean structures, pipe,
tank, cable or any other element or concealed or unknown condition, if not called to W&C’s attention in writing prior to commencement of services or which is not shown, or accurately
located, on plans furnished to W&C by Client or by any other party. In the case of a utility failure at a Facility within W&C’s operation, W&C is expected to promptly notify the Client and promptly coordinate repairs and provide cost estimates/quotes that align with the Client’s purchasing policies. If W&C is completing maintenance activities on site, they need to perform proper due diligence and investigate existing conditions prior to commencing
work (i.e., soft digs, CCTV, etc.). (n) Client shall request and obtain a written summary of all operational data and performance
annually from W&C for review purposes. The Client has the right to request operational and performance data, conduct periodic inspections (field inspections), conduct performance, and conduct field interviews wither internally or by an independent engineering firm, with expertise in water, sewer, and reclaimed utilities operations, maintenance and management. Such audits and inspections shall be scheduled with reasonable prior written notice by the Client. Additionally, the Client, as the owner of the Facilities, has the right, but not obligation, to access and inspect the Facilities at any time
and without notice; provided, however, that any such access or inspection shall not relieve W&C of, or otherwise diminish, its obligations to perform in accordance with this Agreement. Should the Client seek an outside or third party inspection or audit of the facilities, such inspection shall be coordinated in writing with reasonable prior written notice.
Upon completion and release of any independent engineering firm’s final audit findings made in furtherance of this subsection (n), the Client and W&C will meet within thirty (30)
days of the Client’s receipt of the final audit findings to discuss the findings and identify and implement any necessary operational maintenance or management adjustments that
must be made by the Client and/or W&C based on the findings, if any. 2.02 Client will purchase and maintain at its sole expense, and in coverage amounts determined to be sufficient to cover their liabilities in the Client’s sole discretion, general liability, property and structure liability, and flood and fire insurance policies, including premises and extended coverage, including
coverage for vandalism and malicious mischief for the full and insurable value of the Facilities and for bodily injury or death to the Client's or W&C’s employees, or Client’s agents or invitees; and cyber risk insurance. 2.03 Client agrees to compensate W&C as provided in Article III, Compensation.
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ARTICLE III - COMPENSATION
3.01 Compensation to W&C for services performed shall be the Cost-Plus-Fixed Fee Method as defined and indicated herein. Compensation shall be made in accordance with the Florida Local Government
Prompt Payment Act, Part VII, Chapter 218, Florida Statutes, as amended.
3.02 Compensation for services performed under the CostPlusFixed Fee Method shall be based on, and W&C shall be paid, reimbursement of actual undisputed costs incurred by W&C in its performance of the work and services pursuant thereto, (hereinafter referred to as "Reimbursable Costs"), plus a Fixed Fee, as defined herein. Client shall provide W&C with notice of any invoiced costs that it disputes within fifteen (15) days of receipt of an invoice; otherwise, the costs shall be deemed accepted by the Client and subject to payment under the terms set forth herein.
3.02.1 Reimbursable Costs shall be Direct Salary & Benefits, Overhead Costs, Chemical Costs, Maintenance and Repair Costs, Equipment Costs, Materials and Supplies Costs, and Miscellaneous Operating Costs as are defined in the table in Exhibit C – Woodard & Curran Pricing Approach.
3.02.2 W&C shall maintain complete and open-book cost records and shall submit the following to the client each month: (1) a detailed accounting of actual costs for the preceding month, and (2) a cumulative
accounting of actual costs to the approved budget year-to-date through the preceding month. At year’s end, W&C shall submit final accounting detailing total actual costs versus the approved budget. Upon final
acceptance of the year-end accounting by the Client, W&C will prepare a final invoice or refund, as applicable, based on the costs plus fixed fee incurred to operate the Facilities compared to the budgeted costs plus fees.
3.02.3 As compensation for the Reimbursable Costs for the first year of the standard services rendered by W&C pursuant to this Agreement, the Client shall pay to W&C in equal monthly payments in accordance
with the table in Exhibit C, commencing with the Effective Date as set forth in Article I Section 1.01 above for total Reimbursable Costs related to the Facility. The budgetary breakdown associated with the
Reimbursable Costs is found in the table in Exhibit C.
3.03 The Client shall also pay W&C a Fixed Fee, as set forth in the approved Annual Budget related to the Facilities. The Fixed Fee shall be eight percent (8.0%) of the sum of the Reimbursable Costs plus any
additional cost’s payable to W&C hereunder (“Fixed Fee”). The Fixed Fee budget is outlined in Exhibit C and is subject to review or modification as otherwise provided in this Agreement. As compensation for the Fixed Fee for the first year of the standard services rendered by W&C pursuant to this Agreement, the Client
shall pay to W&C in equal monthly payments as shown in Exhibit C, commencing with the Effective Date for the total Fixed Fee related to the Facility.
3.03.1 The monthly compensation for Reimbursable Costs and Fixed Fee will be billed at the beginning of
the month for which it is due.
3.04 Annual Adjustments. By the Effective Date of this Agreement and by each July thereafter, an
estimated annual budget, including all costs will be negotiated during Client’s annual fiscal year budget process (“Annual Budget”). Negotiations shall begin and an initial budget shall be submitted by July 1st of each year and finalized by September of each year of the Agreement. This method will enable Client and
W&C to evaluate any deficiencies and/or changes in the Scope of Services to establish the new Annual Budget in each successive year of the Agreement. If negotiations have not been completed prior to a
contract year, the Annual Budget should be set at one hundred percent (100%) of the previous Annual
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Budget on a preliminary basis until negotiations are completed and the Annual Budget is adjusted. Credits
shall be made for any differences between the one hundred percent (100%) amount and the new Annual Cost Budget and agreed upon within thirty (30) days after the Annual Budget is approved.
3.05 Adjustments Based on Increased or Decreased Operating Costs. In the event that any changes in the scope of the operations for regulations applicable to the Facility shall occur from and after the Effective
Date, including, but not limited to, changes in governmental regulations or reporting requirements, effluent quality standards, monitoring requirements, level of treatment, personnel qualifications, staffing rules or changes in the Scope of Services (as set forth in Exhibit B) which increase or decrease cost of operating the Facility, then, in that event, the Client shall provide for an increase or decrease in W&C’s compensation, as reasonably determined by W&C and agreed to by the Client, retroactive to the date of such notification
by W&C or the Client (which shall include a reasonably detailed explanation for the increase to W&C’s compensation).
3.06 Maintenance and Repair Costs. a. Costs up to $5,000. W&C shall pay the costs of all individual repair parts, maintenance materials, supplies and outside routine maintenance service items (hereinafter, “M&R Item” or “M&R Items”)
under $5,000 per event, excluding W&C labor costs, during the term of this Agreement. The annual budget for such M&R Items costing less than $5,000 is included in the annual fees to be paid to
W&C and is initially established as shown in the table in Exhibit C. This annual M&R Item budget will be negotiated and agreed to annually and W&C’s fixed fee shall be adjusted accordingly. The
Client shall approve in advance and pay for M&R Items that exceed the annual budget. Such approval and payment shall not be unreasonably withheld.
b. Costs $5,000 and above. Any M&R Item which costs in excess of $5,000 per event, excluding W&C labor costs, shall be approved by the Client and paid for in its entirety directly by the Client.
Notwithstanding anything to the contrary in this Section, W&C may, in emergency situations, authorize the expenditure of monies for M&R Items if, in W&C’s reasonable discretion, failure to do so would have an adverse effect on safety, damage to the Facility, or damage to the Client’s
equipment. c. W&C shall provide the Client’s finance director each month with a monthly estimated M&R budget to assist the Client with monitoring the progress of their annual budget. Further, W&C shall log and track all M&R items and provide this list to the City. For each M&R item, W&C shall coordinate and receive Client approval in order to meet Client procurement policies and provide documentation to verify compliance with the procurement policies. As part of the facility maintenance and asset
tracking, W&C shall provide advance notice to the Client, whenever possible, in order to project potential M&R items that may be required in the future.
3.07 Transition Fee Component. The Client shall pay W&C, as Compensation for the transition fee as
established in Exhibit B(A) and C-1. If the Client terminates this Agreement prior to repayment of the full Transition Fee Component, then the Client will be responsible for the prorated remaining balance (as described in Exhibit C-1). W&C will begin on-site transition management services pursuant to Exhibit B (A) of this Agreement.
3.08 Additional Capital Investments. The Client and W&C will work together to develop, agree on and
execute more substantive capital upgrade projects in an effort to further reduce the Facility’s operating and maintenance costs, and/or improve operations control, productivity and compliance. Projects identified
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and brought forward by W&C will be presented to and approved by the Client on a case-by-case basis.
Funding approaches will be discussed prior to project approvals. In the event the Client and W&C agree that W&C will supply any of the capital necessary to implement the upgrade project, W&C and the Client
will, following appropriate internal approvals, structure a separate capital recovery and security agreement for W&C to recover its capital cost and risk, and which will include provisions satisfactory to both parties. W&C will provide appropriate conditions, including a termination provision, conforming to Generally
Accepted Accounting Principles (“GAAP”) standards, to allow the Client to exercise its rights under the provisions of the agreements while protecting W&C’s right to recover and secure its capital investments. Cost, quality and/or productivity savings generated by these projects, net of any payments or other capital recovery mechanisms employed, will be shared by the parties on a negotiated basis.
3.9 Contingency or Out-Of–Scope Services includes funds for projects and services that have not been included elsewhere in the Annual Budget and are not clearly defined. This may include emergency services
or other services unanticipated by the parties when the Annual Budget was established that are provided by W&C’s consulting and engineering business units. Contingency and out-of-scope services agreed to by the parties must be clearly set forth in a separate written statement of work. In the event of an emergency, W&C may act without advanced written approval and shall notify the Client about the event as soon as practicable, but no later than within 48 hours of the event, and W&C shall be compensated by the Client
for the emergency work. Other than in the event of emergencies, expenditures under this category will require advanced written approval by the Client. A Fixed Fee rate of eight percent (8.0%) will be added to all contingency or out-of-scope services’ expenses. Contingency or out-of-scope services’ expenses will be
billed monthly. 3.10 W&C shall provide a narrative statement, in a Monthly Operating Report (“MOR”), to the Client monthly. The MOR shall describe the work accomplished, any problems encountered, and their resolution by W&C during the period by reference to the tasks described in the Scope of Services. 3.11 Invoices are to be forwarded directly to the following:
Client Address: City Manager
1126 East State Road 434 Winter Springs, FL 32708 3.12 In the event that this Agreement is terminated or canceled, or W&C's services are suspended in this Agreement, prior to completion, payment shall be made in accordance with the provisions of Article V,
Termination. ARTICLE IV - TERM OF AGREEMENT
4.01 This Agreement shall commence on the Effective Date and continue through the end of the transition period on September 30, 2025, and shall thereafter remain in full force and effect for five (5) additional
Client fiscal years, commencing October 1, 2025, and ending September 30, 2030, unless sooner terminated in writing by either party in accordance with Article V.
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4.02 The term of this Agreement may be extended for one or more additional consecutive Client fiscal
year terms, or such other mutually acceptable term, if mutually agreed in writing by the Client and W&C, in accordance with Article 5.04.
ARTICLE V – TERMINATION AND DEFAULT
5.01 Termination for Cause. If either party (the “Non-Defaulting Party”) believes the other party (the “Defaulting Party”) is in default under this Agreement, the Non-Defaulting Party may deliver written notice
to the Defaulting Party specifying the nature of the default in reasonable detail. If the Defaulting Party fails to cure the default within thirty (30) days after receipt of such notice, the Non-Defaulting Party may
terminate this Agreement by providing written notice of termination. If the default is capable of being cured but cannot reasonably be completed within thirty (30) days, termination may not occur so long as the Defaulting Party: (a) commences the cure within the initial thirty (30)-day period; and (b) diligently and
continuously pursues the cure to completion within a reasonable time mutually agreed to by the parties in writing. Notwithstanding the foregoing, if the default involves a condition that presents an imminent threat to public health or safety, a significant risk of environmental harm, or a violation (or threatened violation) of law, regulation, or permit that requires immediate action, the Defaulting Party shall not intentionally or recklessly delay the commencement of corrective action within a reasonable time after receipt of notice and shall
diligently and continuously pursue such action to completion in accordance with the above paragraph. 5.02 Termination for Convenience. Either party may terminate this Agreement for convenience upon one hundred eighty (180) days' prior written notice to the other party. If the Client terminates under this Section before the full term of this Agreement, the Client will pay W&C the following amounts: (i) all invoiced fees
for services performed through the effective date of termination; (ii) any amounts actually and reasonably expended by W&C in making approved investments in the Facility; and (iii) the unpaid balance of the
Transition Fee Component. Additionally, if Client terminates for convenience, the Client will also pay W&C demobilization costs, calculated as an amount equal to one (1) year of the Fixed Fee referenced in Section 3.03, based on the average amount of the prior six months of invoices. All amounts due under this Section shall be invoiced by W&C and be paid by the Client in accordance with subsection 3.01 of this Agreement.
5.03 Termination Support Services. Upon any notice of termination by either party, W&C shall fully cooperate with and assist the Client to ensure an orderly and efficient transition of the operation of the
Facilities to the Client or its designee. Such cooperation shall include, without limitation: (a) providing the Client with all operating records, regulatory reports, logs, permits, maintenance records, databases, and other documents related to the Facilities; (b) making W&C personnel reasonably available during the
transition period for consultation and training of Client’s personnel or its designee; and (c) taking such other reasonable actions as may be necessary to facilitate continuity of operations and compliance with applicable
laws, regulations, and permits. If the Client requests transition assistance beyond W&C’s ordinary contractual obligations, and such assistance results in additional out-of-pocket costs to W&C, the Client shall reimburse W&C for such actual and reasonable costs, provided that W&C submits a detailed and itemized invoice in accordance with the
payment procedures under Article III of this Agreement. 5.04 Suspension for Nonpayment. W&C shall not suspend, curtail, or otherwise interrupt the operation of the Facilities, or any services necessary to ensure the continuous provision of safe and compliant water,
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sewer, and reuse service to the public, due to non-payment by the Client. However, in the event any
undisputed portion of an invoice remains unpaid for forty-five (45) days after its due date in violation of Subsection 3.01 of this Agreement, W&C may pursue any remedies available at law or in equity, including
interest on late payments, collection proceedings, or termination in accordance with this Article V provide that: (a) W&C has provided the Client with written notice of the overdue amount and its intent to pursue the aforesaid remedies; and (b) the Client has failed to pay the undisputed amount within fifteen (15) days
after receipt of that notice. Failure of the Client to pay any undisputed amounts when due, and after written notice and opportunity to cure as provided above, shall constitute a material default under this Agreement and shall be addressed in accordance with the default and termination provisions of this Article V. 5.05 Renewal. This Agreement may be renewed for additional terms at the Client’s option, by providing
written notice of its intent to renew to W&C no less than one hundred twenty (120) days prior to the expiration of the then-current term. Upon receipt of such notice, W&C shall have five (5) business days in
which to consider the renewal and either mutually agree to or decline the renewal in writing.
5.06 Transition Costs. The Client shall pay any remaining balance of the Transition Fee Component within forty-five (45) days of any termination of this Agreement. Upon termination, Client shall receive any rolling stock purchased by W&C under this Agreement as part of the transition.
ARTICLE VI - STANDARDS OF PERFORMANCE
6.01 W&C shall perform all services under this Agreement in a timely, professional, and workmanlike
manner, in accordance with: (a) all applicable federal, state, and local laws, regulations, and permit requirements; and (b) all applicable and prevailing industry standard for maintenance and operation services. For any engineering or consulting services provided under this Agreement, such services shall be
performed to a standard of care consistent with that of professionals performing similar work in the same or similar geographic area. W&C shall employ personnel who are properly trained, licensed, and certified as required by law for the operation of water and wastewater treatment facilities. In the event of any condition that presents an imminent threat to public health or safety, a material risk of environmental harm, or a violation (or threatened violation) of law, regulation, or permit that requires immediate action, W&C
shall, without the need for prior written direction from the Client, take all reasonable and necessary measures within its operations and maintenance scope of services in Exhibit B to mitigate the condition and protect the public, the environment, and the Facilities. (the provisions in section 6.01 are hereinafter referred to as the “Standard of Performance”) 6.02 If W&C fails to meet the Standard of Performance set forth in this Agreement, the Client shall provide W&C with written notice describing the deficiency in reasonable detail. W&C shall have thirty (30) days from receipt of such notice to cure the deficiency, unless a shorter period is required by law, regulation,
or to prevent imminent harm to public health, safety, or the environment. If W&C fails to cure the deficiency within the applicable cure period, the Client may, in its sole discretion and without waiving any other rights or remedies: (a) withhold payment for the portion of services not performed in accordance with the
Standard of Performance; (b) procure substitute services from another qualified provider to address the deficiency, and deduct the reasonable cost thereof from any amounts due to W&C; (c) suspend the services required to be performed by W&C under this Agreement, in whole or in part, upon written notice to W&C; and/or (d) seek indemnity pursuant to Article IX of this Agreement.
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ARTICLE VII - CHANGES
7.01 W&C or the Client may request, respectively, changes in the Scope of Services and/or compensation
authorized under this Agreement which are within the general scope of this Agreement, including without limitation, additional operational and maintenance services not considered "routine" (for example: construction and installation of capital projects and repairs caused by events outside W&C's control if these
cannot be accommodated within normal operational hours and normal expense budgets), changes required by new or revised laws, rules, regulations or code requirements, or new or amended orders of any public authority or court, which are not the result of the willful misconduct or negligence of W&C, the happening of a Force Majeure event or which result from W&C encountering conditions or circumstances during performance of its services under this Agreement which are materially different from those described or represented by the Client in writing regarding the operational or maintenance characteristics or circumstances of the Facility. These changes may be made only by written work change orders supported
with appropriate documentation, approved and executed by the Client’s City Manager and W&C, unless accomplished under emergency conditions with verbal authorization. 7.02 In the event changes in the work occur pursuant to subsection 7.01 that result in W&C being required to perform an increased workload, the Client will pay W&C for hours worked, equipment used, and materials expended as stated in the approved written work change order and in accordance with Article III, Compensation.
7.03 In an emergency affecting the safety of persons or property, W&C may act, at its discretion, to prevent threatened damage, injury or loss. Any increase in the monthly fee or extension of time claimed by
W&C on account of acts taken in connection with such emergency shall be paid to W&C in accordance with Article 7.02 above. In such event, W&C shall provide the Client, as soon as reasonably practicable after addressing the emergency, appropriate written documentation to support the preparation of a written work change order and the compensation being requested to ensure any payment made by the Client is in compliance with the Client’s emergency procurement policy.
7.04 The parties acknowledge and agree that the Client intends to design and construct two new sewer plants as generally described in Exhibit “A.” The parties agree that prior to each of the new sewer treatment plants commencing operations, the parties shall meet to amend Exhibit “A” to reflect the actual
constructed facilities to be operated and maintained by W&C, and any required modifications to the scope of services in Exhibit “B.” In addition, the parties shall negotiate any modifications to the compensation
required to be paid for routine operation and maintenance services pursuant to Article III of this Agreement.
ARTICLE VIII – INSURANCE AND LIMITATIONS
8.01 W&C will provide and always maintain during the term of this Agreement the following insurance coverage:
(a) Workers’ compensation insurance in compliance with statutory requirements. (b) Commercial general liability insurance with a minimum limit of Two Million Dollars ($2,000,000) per occurrence and in the aggregate.
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(c) Automobile liability insurance (owned, non-owned, or hired) with a minimum combined
single limit of One Million Dollars ($1,000,000).
(d) Professional liability insurance with a minimum limit of One Million Dollars ($1,000,000) per claim and in the aggregate to the extent professional or design services are provided.
(e) Commercial Umbrella Liability insurance with a minimum limit of Two Million Dollars ($2,000,000) each occurrence and aggregate. (f) Pollution Liability insurance with a minimum limit of Two Million Dollars ($2,000,000) per claim and aggregate.
(g) If and to the extent that any construction, alteration, or improvement of the Facilities
greater than one hundred thousand dollars ($100,000) is undertaken by W&C under this Agreement, W&C shall procure and maintain, or require the contractor performing such construction to procure and maintain, a Builder’s Risk insurance policy written on an “all risk” basis (including coverage for fire, extended coverage, vandalism, malicious mischief, collapse, theft, and water damage) for the full replacement cost of the work, including
materials and equipment to be incorporated therein, whether stored on-site, off-site, or in transit. Such insurance shall name the Client and W&C as insureds, as their interests may appear, and shall provide that the insurer waives all rights of subrogation against W&C and
the Client. W&C will furnish the Client with Certificates of Insurance as evidence that policies providing the required coverages and limits are in full force and effect, and naming “The City of Winter Springs, Florida, its officers, employees, and agents” as included in a blanket additional insured endorsement to the commercial general liability, automobile liability, pollution policies and unconditionally entitling the Client to thirty days’ notice of cancellation of such policy or any of the coverages provided by such policy. W&C 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, except for Professional liability.
8.02 All contracts and sub-contracts for any work goods and/or services that may involve access to Client’s lands or work on the Client’s Facilities must include a requirement that the contracting entity carry insurance acceptable to Client protecting Client from any liability due to the contracting entity’s entry upon
Client’s lands. W&C must submit draft contract language containing this language to Client to review and approve.
ARTICLE IX – INDEMNIFICATION AND LIABILITY
9.01 W&C agrees to indemnify and hold the Client and its elected and appointed officials and employees
harmless from any liability, claim, or cause of action resulting from bodily injury, including illness or death, destruction of or damage to any property, and pollution damage, to the extent caused by the willful misconduct or negligence of W&C or its officers and employees in the performance of the services of this
Agreement; provided, W&C shall be liable only for that percentage of total damages that corresponds to its percentage of total negligence or fault. For purposes of this indemnification only, W&C shall also
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indemnify and hold harmless the Client for claims made by the employees of W&C, and W&C hereby waives
its entitlement, if any, to immunity under SECTION 440.011, Florida Statutes, to the extent necessary to effectuate this indemnity obligation. However, W&C shall have no obligation to indemnify or hold harmless
the Client to the extent any such claim arises from the Client’s willful misconduct or negligence. This waiver has been specifically and mutually negotiated by the parties.
9.02 Client agrees to indemnify and hold W&C and officers and employees harmless from any liability, claim, or cause of action resulting from bodily injury, including illness or death, destruction of or damage to any property, and pollution damage to the extent caused by the willful misconduct or negligence of the Client or its officials and employees; provided, Client’s 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 waiver or limitation of the Client’s and its officials
and employee’s rights to sovereign immunity under Section 768.28, Florida Statutes and any other statutes and common law. Subject to these statutory and common law limitations, the total cumulative liability of the Client to W&C, for any and all claims, damages, losses, costs, or expenses, including attorneys’ fees, arising out of or related to this Agreement, shall not exceed the greater of: (a) the total amount of insurance proceeds actually available and received by the Client for such claim; or (b) the total annual compensation
actually paid by the Client to W&C for the routine operation and maintenance services giving rise to the claim. This limitation applies regardless of the legal theory on which any claim is based, including contract, tort (including sole, concurrent, or comparative negligence), strict liability, statute, or otherwise.
9.03 In the event that both W&C and the Client are found by a finder of fact to be negligent, and the negligence of both is the proximate cause of the liability, claim, damage, cost or expense, then in such event, each party shall be responsible for the proportionate amount of the liability equal to its comparative share of fault. 9.04 W&C will provide services in line with the Scope of Services to support Client’s regulatory
compliance pertaining to the day-to-day operation of the Facility. Subject to the limitations of this Agreement, W&C shall use commercially reasonable efforts to operate the Facility in compliance with applicable state and federal regulatory requirements. Therefore, W&C will pay fines imposed related to water, reuse and wastewater Facilities, including process upsets and violations of water, reuse, and wastewater treatment and discharge standards to the extent the parties finally determine in good faith after
investigation and consultation, or by a court of law or regulatory authority, that the cause of the violation was the failure of W&C to perform its services in accordance with commercially reasonable and generally accepted standards and also unless the process upsets or violations are attributable to:
(a) Influent flows and loads that are not within the design capabilities of the Facilities, including
but not limited to soluble oil, heavy metals, other toxic substances, excessive suspended solids, and excessive organic loadings (see Exhibit A for design flows);
(b) The malfunction or failure of equipment giving rise to the violation, except to the extent the malfunction or failure was caused by (a) the willful misconduct or gross negligence of W&C or its officers and employees, or (b) failure to abide by W&C’s Standard of Performance and industry standard practices;
or (c) Failure by the Client to fulfill its obligations under this Agreement or other agreements with regulatory agencies.
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9.05 Client acknowledges that W&C has neither created nor contributed to the creation of any hazardous waste, hazardous substance, radioactive material, toxic pollutant, asbestos, or otherwise
dangerous substance (collectively referred to as “hazardous substance”), or dangerous condition at the Facility’s site. Accordingly the parties agree that W&C shall not be deemed the “generator” of any such hazardous substance under applicable law. Client further acknowledges that, in seeking services of W&C in
this Agreement, the Client is requesting W&C to undertake services that present potential uninsurable environmental and other operational risks for the Client's benefit. Therefore, the Client agrees that, except to the extent such liability may arise out of the willful misconduct or sole negligence of W&C or its officers and employees in the performance of services under this Agreement, the Client shall, to the extent permitted by law, defend, indemnify and hold harmless W&C, its officers and employees from and against any and all
third-party claims, losses, damages and liabilities, including but not limited to reasonable costs of defense and attorneys' fees, arising under local, state, or federal laws or regulations including but not limited to, the
Clean Air Act, the Clean Water Act, CERCLA, RCRA, or analogous state or local laws directly or indirectly connected with the alleged, threatened or actual discharge, dispersal, release, migration of pollutants, contaminants, or chemicals which may be present at or beneath the Facility's premises. 9.06 To the fullest extent permitted under applicable law, neither W&C nor the Client shall be liable to
the other, under any legal or equitable theory (including contract, tort, strict liability, warranty, statute, or otherwise), for any action or claim for indirect, consequential, incidental, punitive, exemplary, or special
damages of any kind, including, without limitation, any damages for loss of revenues or profits, loss of opportunity, loss of product or loss of use, even if such damages were foreseeable or a party has been advised of the possibility or such damages. 9.07 Unless covered by insurance carried by W&C pursuant to Article 8.01 of this Agreement, in which
case the coverage and limits specified to be maintained shall only apply to and hereby expressly limit such covered liabilities, the aggregate liability of W&C for any and all uninsured claims, damages, costs, or expenses, including attorneys' fees under this Agreement, whether based in breach of contract, breach of warranty, tort including negligence, strict liability or otherwise, shall not exceed the total annual compensation paid for the services out of which the claim or damage, costs, or expense arose. 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. 9.08 The provisions of this Article shall survive the termination of this Agreement. ARTICLE X – FORCE MAJEURE
10.01 For purposes of this Agreement, the term “Force Majeure Event” shall mean any event or condition occurring after the Effective Date which has an effect on the rights or obligations of the parties under this
Agreement, or upon the Facilities, 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, hurricane, tornado, fire, explosion, pandemic, flood, drought, earth movement, abnormal weather conditions, civil disturbance, interruption of electric or any other third party utility services, supply chain disruption, or similar catastrophic event; (ii),
acts of the public enemy, war, blockade, terrorist acts, sabotage, insurrection, riot or civil disturbance, (iii) preliminary or final order of any administrative agency or governmental body of competent jurisdiction, (iv)
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any change in law, regulation, rule, requirement, interpretation or statute adopted, promulgated, issued or
otherwise specifically modified or changed by any administrative agency 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 Facility; (vi) a supply chain disruption causing a material impact on the Facilities; 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.
10.02 The Parties acknowledge and agree that the Client’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, Client and W&C commit to each other to use their respective commercially reasonable efforts, as
owner and operator, to repair, restore, operate and/or manage the Facilities under the terms and conditions of this Agreement, even during and after a Force Majeure Event such as to assist in mitigating the effects
of such Force Majeure Event. This Agreement shall not be terminated in whole or in part, because of a Force Majeure Event unless by mutual written agreement or if W&C completely and permanently abandons its performance obligations under this Agreement without justification unrelated to the Force Majeure Event. Further, except as provided by Section 10.03 and except for Client’s payment obligations under this Agreement, 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 responsible therefor. Any party claiming to be relieved of any such performance obligation pursuant
to this Section shall promptly 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 obligations so affected for as long as such circumstances prevail, and such party agrees to subsequently, and to the extent within its reasonable control, remedy within reasonable and commercially acceptable standards 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 5.01 of this Agreement, unless the non-performing party requests and is granted an extension to such 180 day period, which extension shall not be unreasonably withheld by the other party.
10.03 In the event that W&C fails to operate and maintain the Facilities covered by this Agreement, in whole or in part, or fails to fulfill its obligations under this Article X during a Force Majeure Event, for any period of time exceeding a reasonable time from the start of the Force Majeure Event without prior approval
of the Client, or if the Facilities are unreasonably abandoned by W&C during or after a Force Majeure Event, the Client may also, at its option, operate and maintain the Facilities affected by W&C’s failure or
abandonment or designate an operator for such purposes in order to restore utilities service under conditions acceptable to the Client. In such event, Client shall have free and unfettered access to the Facilities and premises for purposes of continuing operations and maintenance notwithstanding any other conflicting provision in this Agreement. Further, if required to fulfill W&C’s Force Majeure Event obligations stated herein, subject to the limitations of liability set forth in Article IX, W&C shall reimburse the Client for
direct costs resulting from the W&C’s failure to perform, and such reimbursement shall be deducted from the compensation required under Article III until reimbursement is paid in full. ARTICLE XI - MISCELLANEOUS
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11.01 Ownership and copyright to all designs, drawings, specifications, instructions, manuals and other
documents and deliverables and all accompanying data (in all formats) created, developed or produced for Client pursuant to services and work done by W&C in the performance of this Agreement is vested in the
Client. W&C waives all rights of ownership and copyright in said designs, drawings, specifications, instructions, manuals and other documents and deliverables and accompanying data in the performance of this Agreement and hereby assigns and conveys the same to the Client whether in the possession or control
of W&C or not. In addition, Client hereby grants to W&C, for the Term of this Agreement, a nonexclusive, royalty-free, license to use any intellectual property rights owned by Client required in connection with the provision of services under this Agreement. The Client can retrieve any such designs, drawings, specifications, instructions, manuals and other documents and deliverables and accompanying data from W&C at any time upon reasonable written request and at no cost during the term of this Agreement. In
cooperation with the Client, at the end of the term, W&C will use commercial efforts to propose a bulk transfer function to obtain designs, drawings, specifications, instructions, manuals and other documents
and deliverables and accompanying data that can be utilized by the Client. W&C agrees to accommodate requests made by the Client, or a vendor working on behalf of the Client, to provide information and assistance in integrating such designs, drawings, specifications, instructions, manuals and other documents and deliverables and accompanying data with a third party application in an industry standard format (e.g., comma delimited, Word, CSV, Excel or GIS files). Notwithstanding any other provision to the contrary, W&C
will retain all right, title and interest, including without limitation all intellectual property rights in and to (a) W&C’s designs, tools, methodologies, programs, proprietary software, software frameworks, source code, specifications; and (b) third-party works or products that W&C has acquired the rights to use or derivative
works or modifications to the same. 11.02 W&C agrees that, in its performance of the services under this Agreement, it will not engage in an action that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with the Client or engage in an action which would violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics in government and the Client’s Personnel Policies. W&C further agrees that if W&C becomes aware of any actual or potential conflict of
interest in connection with its performance under this Agreement, W&C shall promptly provide written notice to the Client’s City Manager describing the nature of the conflict and any proposed measures to address it. Upon providing such notice, W&C shall cooperate in good faith with the Client to evaluate and, if necessary, implement mutually acceptable measures to eliminate or mitigate the conflict before continuing any affected work. If the parties are unable to agree upon acceptable measures within thirty
(30) days after the Client’s receipt of such notice, the Client may, in its sole discretion, suspend the affected work or terminate this Agreement, in whole or in part, without penalty or further obligation, except for payment of fees and reimbursable expenses properly incurred for services satisfactorily performed through
the effective date of termination.
11.03 The drafting, execution, and delivery of this Agreement by the parties has been induced by no representations, statements, warranties, or agreements other than those expressed herein. This Agreement embodies the entire understanding of the parties, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof unless expressly referred to herein. Unless otherwise defined herein or the context clearly requires otherwise, words
shall be given their plain and ordinary meaning. Defined terms shall have the meaning assigned to them in this Agreement regardless of whether they appear in uppercase, lowercase, or a combination thereof. Headings are for convenience only and shall not affect interpretation. Modifications of this Agreement shall only be made in writing signed by both parties.
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11.04 Written notices required to be given under this Agreement shall be deemed given when mailed by
first class mail, delivered by an express delivery carrier such as FedEx, or personal service, to W&C, Attention: Legal Dept., and to the Client, Attention: City Manager at the addresses set forth for each in the opening
paragraph of this Agreement. Either party may change the notice address by providing the other party written notice of the change. Any Notice given as provided herein shall be deemed received as follows: if delivered by personal service, on the date so delivered; if delivered to an overnight courier service, on the
business day immediately following delivery to such service; and if mailed, on the third business day after mailing.
11.05 Waiver by either party of any terms, or provision of this Agreement shall not be considered a waiver of that term, condition, or provision in the future. No waiver, consent, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized
representative of each party hereto.
11.06 This Agreement is made and shall be interpreted, construed, governed, and enforced in accordance with the laws of the State of Florida. Venue for any state action or litigation shall be Seminole County,
Florida. Venue for any federal action or litigation shall be Orlando, Florida. Any bond surety underwriting a bond provided by W&C or its subcontractors in furtherance of this Agreement is bound by this provision.
11.07 If a dispute arises pursuant to this Agreement and is not resolved by mutual agreement within sixty (60) calendar days from written notice of the Dispute, or within a different time period agreed to by the parties in writing, a mutually acceptable third-party mediator having expertise in the subject matter of the Dispute will be engaged to mediate the Dispute. The expense of the mediator shall be shared equally by the parties. All mediation documents and discussions pursuant to this clause are confidential to the extent permitted by law and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and applicable State Rules of Evidence.
11.08 Unless otherwise expressly stated in this Agreement to the contrary, should either party bring an action to enforce any of the terms of this Agreement, each party shall bear its own costs and expenses of such action including, but not limited to, reasonable defense costs and attorney’s fees, whether at settlement, trial or on appeal. This provision does not apply to W&C’s sureties, if any.
11.09 Nothing herein shall be deemed to create a joint venture or principal-agent relationship between the parties and neither party is authorized to, nor shall either party act toward third persons or the public
in any manner which would indicate any such relationship with the other party. Furthermore, with regard to any and all services performed under this Agreement, it is specifically understood and agreed to by and between the parties hereto that the contractual relationship between the Client and W&C is such that W&C is an independent contractor and not an agent of the Client. W&C, its contractors, partners, agents, and their officers and employees are independent contractors and not employees of the Client. Nothing in this Agreement shall be interpreted to establish any relationship other than that of an independent contractor, between the Client, on one hand, and W&C, its contractors, partners, employees, or agents, during or after
the performance of any services under this Agreement. 11.10 Client and W&C each represent that they have both shared equally in drafting this Agreement and no party shall be favored or disfavored regarding the interpretation of this Agreement in the event of a dispute between the parties.
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11.11 W&C shall not assign or subcontract this Agreement, or any rights or any monies due or to become
due hereunder without the prior, written consent of the Client. W&C shall be fully responsible to Client for all acts and/or omissions performed by its subcontractors.
11.12 Client intends to avail itself of the benefits of Section 768.28, Florida Statutes and any other statutes and common law governing sovereign immunity to the fullest extent possible.
11.13 The following shall apply to “public records,” as defined under Section 119.011(12), as amended: (a) Pursuant to Section 119.0701, Florida Statutes and other applicable public records laws, W&C 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 W&C related, directly or indirectly, to the services provided to the Client under this Agreement and made or received
pursuant to law or ordinance or in connection with the transaction of official business by the Client, 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 Client or the W&C. 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 W&C subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the Client’s designated custodian of public records.
(b) IF W&C HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE W&C’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CLIENT’S CUSTODIAN OF PUBLIC RECORDS, CHRISTIAN GOWAN, CITY CLERK, AT (407) 327-5955, CGOWAN@CITYOFWINTERSPRINGSFL.ORG, 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708.
(c) W&C is required to and agrees to comply with public records laws. W&C shall keep and maintain all public records required by Client to perform the services as agreed to herein. W&C shall provide the Client, upon request from the Client’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. W&C 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, W&C shall transfer to Client, at no cost, all public records in possession of the W&C. Upon such transfer, W&C 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 Client, upon request from the City Clerk, in a format that is compatible with the information
technology systems of Client. Should the W&C does not possess public records relating to this Agreement which are requested to be inspected or copied by the Client or any other person, the Client shall immediately notify W&C of the request and W&C shall then provide such records to the Client or allow the records to be inspected or copied within a reasonable time. If W&C does not comply with a public records request, the Client enforce this Section to the extent permitted by law. W&C acknowledges that if W&C does not
provide the public records to the Client within a reasonable time, W&C may be subject to penalties under Section 119.10, Florida Statutes. W&C acknowledges that if a civil action is filed against W&C to compel production of public records relating to this Agreement, the court may assess and award against W&C 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 W&C, be open
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and freely exhibited to the Client and Client’s contractors and agents for the purpose of examination, audit,
or otherwise. Failure by W&C 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 Client upon
delivery of a written notice of cancellation. If W&C fails to comply with this Section, and the Client must enforce this Section, or the Client suffers a third party award of attorney’s fees and/or damages for violating Chapter 119, Florida Statutes, due to W&C’s failure to comply with this Section, the Client shall collect from
W&C prevailing party attorney’s fees and costs, and any damages incurred by the Client, for enforcing this Section against W&C. And, if applicable, the Client shall also be entitled to reimbursement of all attorneys’ fees and damages which the Client had to pay a third party because of W&C’s failure to comply with this Section. The terms and conditions set forth in this Section shall survive the termination of this Agreement.
11.14 E-Verify. Pursuant to section 448.095, Florida Statutes, beginning January 1, 2021, any Client contractor, including W&C, shall register with and use the U.S. Department of Homeland Security’s E-Verify
system, https://e-verify.uscis.gov/emp, to verify the work authorization status of all employees hired on and after January 1, 2021. W&C must provide evidence of compliance with section 448.095, Florida Statutes. Evidence shall consist of an affidavit from the W&C stating all employees hired on and after January 1, 2021, have had their work authorization status verified through the E-Verify system and a copy of their proof of registration in the E-Verify system. Failure to comply with this provision will be a material breach of the
contract and shall result in the immediate termination of this Agreement without penalty to the Client. The W&C shall be liable for all costs incurred by the Client securing a replacement contract, including but not limited to, any increased costs for the same services, any costs due to delay, and rebidding costs, if
applicable. Should the Agreement be terminated pursuant to this subsection, W&C will not be eligible to be awarded a public contract with Client for one (1) full calendar year after the date on which the Agreement was terminated. If W&C utilizes subcontractors, the following shall apply: (a) W&C shall also require all subcontractors performing work under the Agreement to use the E-
Verify system for any employees they may hire during the term of the Agreement. (b) W&C shall obtain from all such subcontractors an affidavit stating the subcontractor does not employ, contract with, or subcontract with an unauthorized alien, as defined in section 448.095, Florida Statutes.
(c) W&C shall provide a copy of all subcontractor affidavits to the Client upon receipt and shall maintain a copy for the duration of the Agreement.
W&C agrees to maintain records of its participation and compliance with the provisions of the E-Verify
program, including participation by its subcontractors as provided above, and to make such records available to the Client consistent with the terms of W&C’s enrollment in the program. This includes maintaining a copy of proof of W&C’s and subcontractors’ enrollment in the E-Verify program. Nothing in this section may be construed to allow intentional discrimination of any class of persons
protected by law. 11.15 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,
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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.
11.16 The “whereas” clauses stated at the beginning of this Agreement and the following Exhibits are hereby fully incorporated herein as a material part of this Agreement by this reference:
(a) Exhibit “A” – List of Covered Facilities and Design and Permitted Capabilities (b) Exhibit “B” – Woodward & Curran Scope of Services (c) Exhibit “C” – Annual Budget and C-1 Transition Cost Termination Schedule
The Exhibits may be modified or deleted, and additional exhibits added by the parties as a modification to this Agreement pursuant to Section 11.03 of this Agreement. In the event of a conflict between a provision
of this Agreement and a provision of any Exhibit to this Agreement, the provisions of this Agreement and the Exhibit 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 Exhibit, the provision in the Agreement shall prevail.
IN WITNESS THEREOF, W&C, by its duly authorized officer, and the Client, by its duly authorized official, have executed this Agreement as of the date and year first above written.
[SIGNATURES ON NEXT PAGE]
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City of Winter Springs
Attest: ____________________________ By: _____________________________________
Christian Gowan, City Clerk Kevin McCann, Mayor
_________________________________________ (Date)
Woodard & Curran, Inc.
Attest: ____________________________ By: _____________________________________
Jacqueline Smith, Senior Project Assistant Brian Bzdawka (Print Name)
President of O&M (Title) September 5, 2025 (Date)
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EXHIBIT A
LIST OF COVERED FACILITIES AND DESIGN AND PERMITTED CAPABILITIES
The list of covered Facilities and their respective design and permitted capabilities are as set forth and
referenced below in the engineering plans, specifications, conditional assessments and regulatory issuances provided by the Client to W&C upon the Effective Date:
1. East Tuskawilla Water Treatment Plant (WTP #1) – PWSID: 3590879
Facility Design and Permitted Capabilities 1. Groundwater Wells: 4 (ea.)
2. Ground Storage Tanks: 2 (ea.)
3. Maximum Day Permitted Capacity: 6.012 MGD
4. Treatment: Suspended Ion Exchange Aeration, Chlorination & Poly
Orthophosphate
a. 4-Log Approved (See FDEP Documentation)
b. Optimum Corrosion Control Approved (See FDEP Documentation)
2. West Sheoah Water Treatment Plant (WTP #2) – PWSID: 3590879
Facility Design and Permitted Capabilities
1. Groundwater Wells: 2 (ea.)
2. Ground Storage Tanks: 1 (ea.)
3. Maximum Day Permitted Capacity: 5.2 MGD
4. Treatment: Aeration, Chlorination & Poly Orthophosphate
a. 4-Log Approved (See FDEP Documentation)
b. Optimum Corrosion Control Approved (See DEP Documentation)
3. West Bahama Water Treatment Plant (WTP #3) – PWSID: 3590879
Facility Design and Permitted Capabilities 1. Groundwater Wells: 2 (ea.)
2. Ground Storage Tanks: 1 (ea.)
3. Maximum Day Permitted Capacity: 2.7 MGD
4. Treatment: Aeration, Chlorination & Poly Orthophosphate
a. 4-Log Approved (See FDEP Documentation)
b. Optimum Corrosion Control Approved (See DEP Documentation)
4. Dovera Consecutive System – PWS ID: 3594240
a. Number of Service Connections: 38
b. Purchased Water Source: Seminole County Southeast (PWS ID: 3590571)
5. West Water Reclamation Facility (WRF) – Permit ID: FLA011067
Facility Design and Permitted Capabilities
1. Annual Average Daily Flow: 2.07 MGD
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2. Treatment: Influent screening, aeration, secondary clarification, filtration,
chlorination, aerobic digestion, and biosolids dewatering
Reuse & Disposal
1. 2.0 MG Reclaimed Water Storage Tank
2. 1.3 MG Reject / Wet Weather Storage Pond
3. Oak Forest 3.0 MG Reclaimed Water Storage Tank and Pump Station
4. Spray Field Total Capacity: 0.200 MGD
a. Site 16: 0.200 MGD
5. 0 Rapid Infiltration Basin (RIB) Total Capacity: 0.740 MGD
a. Dayron RIB’s: 0.530 MGD
b. Mt. Greenwood RIB’s: 0.110 MGD
c. Site 17 RIB’s: 0.100 MGD
6. East Water Reclamation Facility (WRF) – Permit ID: FLA011068
Facility Design and Permitted Capabilities
1. Annual Average Daily Flow: 2.012 MGD
2. Treatment: Flow Equalization, influent screening, contact and re-aeration,
secondary clarification, filtration, chlorination, aerobic digestion, and
biosolids dewatering
Reuse & Disposal
1. 3.0 MG Reclaimed Water Storage Tank
2. 5.61 MG Reject / Wet Weather Storage Pond
3. Spray Field Total Capacity: 0.201 MGD
a. Oak Forest: 0.201 MGD
4. Rapid Infiltration Basin (RIB) Total Capacity: 0.610 MGD
a. Owasco RIB’s: 0.610 MGD
Applicable WTP Documentation:
• 2025 WS Sanitary Survey
• WS WTP #1 Ion Exchange FDEP Construction Permit Package
• WS WTP 4-Log Approval Letters
• WS WTP OWQP Letter
• 2017 CPH Water Supply Plan
• 2022 Carollo Water Supply Facility Work Plan
Applicable WRF Documentation:
• East WRF Permit
• West WRF Permit
• 2019 CPH Wastewater Master Plan
• 2022 KH Wastewater Master Plan
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• 2022 Carollo East WRF CDR
• 2022 Carollo West WRF CDR
• 2025 Carollo East WRF PDR
As described in Section 7.04 of this Agreement, the parties acknowledge that the Client intends to design and construct two new sewer treatment plants as generally described as follows:
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EXHIBIT B
WOODARD & CURRAN SCOPE OF SERVICES
A. Transitional Services. Upon the Effective Date of this Agreement, W&C shall
provide the following transitional services to the Client until such time the Client’s current
O&M Service provider ceases providing services on October 1, 2025:
On July 11th, a W&C Health & Safety professional visited the water and wastewater
facilities and provided recommendations for upfront investments assigned to H&S and
we have included these recommendations in our Transition budget. The Transition
budget includes.
• $61,573 – H&S Equipment
• $35,913 – Technology Equipment
o Tablets & smart phones
o ISP Installation (IT network)
o Network devices & licenses
• $3,500 – Office supplies
o Domain & non-domain laptops, printer
• $73,161 – Employee on-boarding and H&S Management
o 496 man-hours
H&S Audit and action items
On-site employee on boarding & management support
OT / IT Evaluation
Cyber & Physical security audits
• $86,853 – Transition Deliverables
o 592 man-hours
H&S Plan
O&M Manuals
Emergency Response Plans (ERPs)
SOPs & JSAs
CMMS & Hach WIMS
• $298,906 – Vehicle purchase & amortization
B. Full Routine Operational and Maintenance Services. Effective October 1, 2025, W&C shall provide the following operation and maintenance services to the Client:
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Category System Component Responsibility
W&C Client
Water
WTPs (Inside the Fence)
Plant Operations x
Maintenance/Repair – Process Infrastructure x
Maintenance/Repair – Conveyance Infrastructure x
Regulatory Compliance Sampling & Reporting x
Production Wells and Raw Water
Production Well Operation x
Maintenance/Repair – Production Wells x
Maintenance/Repair – Conveyance Infrastructure x
Regulatory Compliance Sampling & Reporting x
Distribution System (Outside the Fence) Both Winter Springs and Dovera Systems
Maintenance/Repair – Conveyance Infrastructure x
Hydrant Flushing x
Automatic Flushers x
Cross Connection Control and Backflow Prevention x
Regulatory Compliance Sampling & Reporting x
Wastewater
WRFs (Inside the Fence)
Plant Operations x
Maintenance/Repair – Process Infrastructure x
Maintenance/Repair – Conveyance Infrastructure x
Operation, Maintenance & Repair – Onsite Master Lift
Stations (1E and 12W)
x
Operation, Maintenance, Repair – Onsite Process Lift
Stations
x
Solids Hauling x
Regulatory Compliance Sampling & Reporting x
Collection System (Outside the Fence)
Operate, Maintenance/Repair – Conveyance Infrastructure x
Maintenance/Repair – Offsite Lift Stations x
Regulatory Compliance Reporting x
Reclaimed
WRFs (Inside the Fence)
Plant Operations x
Coordination and Operation - Augmentation Well* *Tuskawilla Country Club Golf Course is responsible for
maintenance/repair of well
x
Maintenance/Repair – Process Infrastructure x
Maintenance/Repair – Conveyance Infrastructure x
Regulatory Compliance Reporting x
Site Security Fencing x
Reclaimed Signage x
Distribution System (Outside the Fence)
Disposal Operations (Inc. Oak Forest PS) x
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Maintenance/Repair – Conveyance Infrastructure x
Maintenance/Repair – Oak Forest Pump Station x
Reclaimed Signage x
Disposal Sites (Inside the Fence)
Maintenance/Repair – Conveyance Infrastructure x
Operation – RIBS and Sprayfields x
Maintenance/Repair – RIBs and Sprayfields x
Site Security Fencing x
Reclaimed Signage x
Rolling Stock W&C-Procured Client-Owned and
Dedicated to W&C
Client-Owned and
Shared with W&C
Personnel Vehicles 6
Vac Truck x
Boom Truck x
Solids Hauling Truck X (outsourced)
Skid Steers 2
Bypass Pumps x
RC Mower x
Mobile Belt Press x
Belt Press
Transportation Vehicle
X(outsourced)
The W&C Services to be provided by Woodard & Curran during the term of this Agreement shall include and be limited to the following:
1. Facilities Operation. W&C shall operate and manage the Facility according to the requirements established by the governmental authorities having jurisdiction over the Facility and in accordance
with the applicable industry standard of care. W&C shall comply with all applicable local, state and federal laws and regulations as they pertain to the Facilities to provide that the treated water and wastewater meets the drinking water and wastewater discharge standards established by the FDEP issued to the Client by such authority as long as the raw water and incoming wastewater do not exceed the design limitations set forth in Exhibit A and as otherwise set forth in Article 8.03 of the
Agreement. 2. Project Management and Staffing. W&C shall staff the Facility with a Facility Manager with a Class A license, and operations staff experienced in the areas of water and wastewater treatment,
process control, laboratory analysis and maintenance procedures for water and wastewater treatment and reuse / reclamation facilities. Initial acceptable staffing levels consist of 14 personnel and as required to comply with FL DEP staffing requirements.
3. Project Support. W&C shall, as required and determined by W&C, with approval of the Client, provide on-call, backup expertise in operations, management and maintenance applications to ensure compliance with this Agreement.
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4. Repair and Maintenance. W&C shall pay the costs of M&R Items under $5,000 per event,
excluding W&C labor costs, during the term of this Agreement, with an assigned annual budget of $70,000.
5. Information Systems. W&C shall maintain computer software effective in the management of scheduled, preventive maintenance, capital repairs, emergency repairs, predictive maintenance,
process control and compliance reporting. In so doing, W&C will use processes and tools that are readily available in the marketplace, which are not necessarily native to its system. There are constant advancements and rapidly changing risks inherent with the security of such systems, beyond the control of W&C; accordingly, the Client accepts these risks and W&C shall not be responsible for any damages, claims, interferences, incidents, breaches or other security vulnerabilities with respect to
these information systems. The Client further acknowledges and agrees that it has been and shall continue to maintain responsibility for the security of its information systems and that in providing
the Services hereunder, W&C does not make any guarantees or represent that its services will result in the security of these systems. 6. Operational Costs and Expenses. W&C shall provide and pay all costs of W&C employees, chemicals, laboratory, spare parts, materials, maintenance, repairs and expendable supplies required
in the normal operation and maintenance of the Facility while it is responsible for the operation of the Facility, except to the extent otherwise provided in the Agreement.
7. Hazardous Substances or Biological Toxic Substances. In the event that any Hazardous Substance (as defined below) or Biological Toxic Substance (as defined below) is received at the Facility, W&C shall notify the Client and assist the Client in the removal and/or reduction of such Hazardous Substance or Biological Toxic Substance. In the event that any Hazardous Substance or Biological Toxic Substance cannot be treated or removed using the processes and equipment provided, W&C shall not be responsible for additional operational costs and expenses until the Hazardous Substance or Biological Toxic Substance is removed from the Facility and the Facility has
completely recovered. For all purposes of this Exhibit B and the Agreement to which it is attached, “Hazardous Substance” shall mean (a) any petroleum, petroleum products, by-products or
breakdown products, radioactive materials, asbestos-containing materials or polychlorinated biphenyls; or (b) any chemical, material or substance defined or regulated as hazardous or as a
pollutant, contaminant or waste under any statute, law, ordinance, by-law, decree, regulation, code, order, rule or judgment of any governmental authority having the force of law. For all purposes of this Exhibit B and the Agreement to which it is attached, “Biological Toxic Substance” shall mean any substance or combination of substances contained in the Facility’s influent in sufficiently high concentrations so as to interfere with the biological processes necessary for the removal of the
organic and chemical constituents of the wastewater. The Parties agree that the presumption shall be that any Biological Toxic Substance present in the Facility entered with the influent unless it can
be demonstrated otherwise. Biological Toxic Substances include, but are not limited to, heavy metals, phenols, cyanides, pesticides, herbicides, acids, caustics, chlorine, quaternary ammonia and other cleaning or sanitizing compounds. W&C shall not be deemed the Client of sludge residuals but acting as an agent of the Client.
8. Other Issues Outside the Control of the Operator. In the event that any influences outside the control of W&C cause operational issues W&C shall not be responsible for additional operational costs and expenses until such time as those influences are stopped and the Facility has had ample time to recover.
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9. Testing and Laboratory Analysis. W&C shall perform the sampling and analysis as required for the proper operation of the Facility for process control and compliance standards to include the WTP,
WWTP, grease trap inspections and water sampling. W&C shall prepare all permit monitoring and operations reports and submit them to the Client for final review and sign-off prior to submission to the appropriate regulatory agency having jurisdiction over the Facility.
10. Communication. W&C shall maintain open, timely, and professional communication with the Client at all times regarding the operation and maintenance of the Facility. All communications shall be directed through the City’s Public Works and Utilities Director, unless otherwise authorized in writing. W&C shall designate a Project Manager who will serve as the primary point of contact for
the Client. The Project Manager shall have decision-making authority regarding day-to-day operations. W&C shall provide a narrative statement, in a Monthly Operating Report (“MOR”), to the
Client on a monthly basis. The MOR shall describe the work accomplished (including maintenance activities completed), any problems encountered, and their resolution by W&C during the period by reference to the tasks described in the Scope of Services. The MOR shall also include capital improvement recommendations/asset condition updates and if requested, plant (i.e., WTP and WRF) operational data and metrics.
W&C and the Client shall maintain an updated contact list, including names, titles, phone numbers, and email addresses for key personnel, to be reviewed and updated quarterly.
W&C shall not issue public statements without prior approval from the City and it’s designated Public Communications Officer (except as required by law during public health or safety emergencies). In regard to emergency notifications, W&C shall notify the City’s designated emergency contact, the City’s Utility Superintendent, immediately upon discovery of any event that: -May pose a risk to public health and safety,
-Could result in a regulatory non-compliance, -Could cause utility service interruption, and/or -Involves significant damage to system infrastructure. Emergency notifications shall be followed by a written incident report within a reasonable time unless
required by law, but no later than 48 hours of the completion of the emergency event, including the nature of the incident, corrective actions taken, and measures to prevent recurrence. As always, regulatory agency (FDEP, EPA, etc.) emergency notification requirements must be followed by W&C.
11. Reporting. W&C shall submit internal reports relating to the operations of the Facility to the
Client and assist the Client in the Client’s reporting requirements to local, state and federal regulatory agencies, all in accordance with mutually agreed upon procedures. W&C shall receive review from the Client on all regulatory reports prior to submission (to FDEP, SJRWMD, EPA, etc.). W&C shall provide the Client with copies of all submittals, reports and correspondence (if requested) sent to, or received, from regulatory agencies as soon as reasonably practical, but no later than 48 hours,
following submission/receipt. W&C shall be responsible for representing the Client with the relevant regulatory agencies, if requested, and advise the Client of all meetings, hearings and relevant related information for the Facility. W&C shall be responsible for maintaining a current understanding of all applicable regulatory requirements held to the Client’s facility operations and shall proactively communicate any forthcoming regulatory changes that may impact operational requirements. The
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Client shall participate in such meetings of regulatory or governmental agencies as the Client or
W&C deems necessary.
12. Records of Operation. Records maintained by W&C shall be in compliance with all applicable laws and regulations. These records, capable of providing historical data and trend, shall be the property of the Client. W&C shall maintain these records at the Facility site, available during the term
of this Agreement for use by authorized Client personnel. W&C agrees to provide the Client’s officials with access to the Facility at any time, upon reasonable prior notice. 13. Safety. W&C shall administer a site specific safety program to include training, record keeping and safety meetings, all in conformance with applicable law and regulations.
14. Training. W&C shall implement an on-going training program, with classroom and hands-on
training for all Facility personnel. Training shall include Facility operations and maintenance, laboratory operations and maintenance, supervisory skills and energy management. 15. Capital Budget Submission. On an annual basis, W&C shall provide a formal report to the Client on W&C’s projection of capital needs and assist the Client with the preparation of the Client’s
Annual Budget. W&C shall annually submit its recommendations regarding additions to or deletions from the Client’s scheduled program. W&C shall submit detailed rationale for any changes or additions, along with related preliminary cost estimates. Implementation of these recommendations
by the Client, however, is not a condition of W&C’s performance of the services. Review and approval of these capital expenditures shall remain the responsibility of the Client. 16. Emergency Response Plan. W&C, in cooperation with the Client, shall maintain and implement an emergency response plan for the Facility that shall be in compliance with all applicable regulations. The emergency response plan shall be reviewed and updated annually. W&C, in cooperation with the Client, shall make available additional staff, guidance, and equipment to
prepare for and recover from potential emergency situations in accordance with the Emergency Response Plan agreed between the parties.
17. Facility Inventory. The Client shall provide W&C with available documents related to the inventory of the equipment and other physical assets at the Facility within one month of the Effective
Date. W&C will develop and update the inventory of equipment and other physical assets of the facility within three months. W&C will provide the Client with a complete inventory of W&C’s equipment brought onto the Facility within one month of the Effective Date. Any temporary or portable equipment that is provided by W&C during the term of this Agreement shall remain the property of W&C upon termination of this Agreement. Each party shall be responsible for the
insurable risk and maintain ownership of its respective inventoried equipment and physical assets.
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Exhibit C
Annual Budget
The table below reflects the first year’s estimated budget. Each subsequent Annual Budget shall reflect 12
months’ worth of expenses for the period October1st through September 30th. The budget shall be negotiated and agreed to by both parties annually as described in Article III and the line-item budget
provided below shall be based upon the parameters outlined in Article III.
Year 1 Budget
Category 12-Month Budget
(365 days)
Direct Salary & Benefits $1,613,887
Chemicals Costs $685,800
Maintenance and Repair Costs $70,000
Sludge Costs $125,000
Lab Supplies and Equipment Costs $98,500
Office Supplies Costs $9,000
Miscellaneous Operating Costs1 $36,956
Utilities Costs $25,200
Other Operating Expenses2 $89,676
Overhead Costs $430,370
Subtotal Costs $3,184,389
Fixed Fee (8%) $254,751
Transition Costs Component3
($559,917 / amortized over 5 years) $111,983
Total Budgeted Costs $3,551,123
Monthly Invoice $295,926.92
1 Miscellaneous Operating Costs include Health & Safety, Training, Vehicle Insurance
2 Other Operating Costs include Diesel Fuel, Vehicle Fuel, Asset Management Technology,
3 Transition Costs include Vehicle Purchase, Asset Management Devices, Implementation & Training, H&S
PPE, Laboratory Glassware & Equipment costs.
4. Overhead Costs are defined below;
Woodard & Curran Inc. operates with two different business units, the Consulting/Engineering Group, and the Contract Operations Group. Each of these business units functions with a different overhead model. Overhead is essentially the cost of doing business for an organization and not related to project specific
expenses. Overhead is typically spread evenly among all projects so that one client does not pay more than another. The basis of the calculation is total overhead cost over total project labor (actual worked time). The Consulting group is a more office-based business with a greater number of people and therefore operates at a higher overhead rate than the Contract Operations business.
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Each year an independent audit report is provided by an independent accounting firm, Berry Dunn, to
ensure Woodard & Curran is accounting for its business properly and in accordance with IRS standards. This report is provided to the company’s Board of Directors each April for review and approval of the previous
fiscal year. Relative to overhead, a corporate audited overhead is determined as well as a federal allowable overhead rate for each business unit. These overhead rates vary slightly from year to year depending on actual expenses for that business year.
As previously mentioned, the overhead for each business unit of the company is shared among all projects that Woodard & Curran manages. The Contract Operations group charges each of its projects approximately 102.5% overhead on direct labor. Though the overhead can vary slightly from year to year, it is simpler to keep the rate constant for multiple-year contracts rather than changing it each year. If however, there is a substantial increase or decrease in overhead over a contract term, Woodard & Curran
will work with its clients to modify the rate. Benefits, which include Paid Time Off (vacations, holidays, sick, etc.), Employee Insurance (Healthcare,
Dental, Vision & Life), Retirement and taxes make up approximately 54.5% of the 102.5% overhead rate charged by the Contract Operations group. The other 48.0% is considered General/Administrative overhead and includes, but isn’t limited to the following:
Indirect Salaries
Outside Professional Services
Liability Insurance
Corporate Services, etc.
Woodard & Curran’s agreement with the city established an overhead rate of 90% or a 12.5% discount on Fringe Benefits & General and Administrative Overhead, versus the last audited overhead rate of 102.5%. This discount to the city represented a $134,491 reduction to the Total Overhead line item in the budget.
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Exhibit C-1
Transition Cost Termination Schedule
Termination Year Amount
Owed
End of Contract Year One $447,934
End of Contract Year Two $335,950
End of Contract Year Three $223,967
End of Contract Year Four $111,983
End of Contract Year Five $0
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