HomeMy WebLinkAboutItem 07 Approval for Consent to Novation, Assignment, and Amendment Agreement with WSP USA Inc
City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761
Phone: (407) 905-3100 ▪ www.ocoee.org
STAFF REPORT
Meeting Date: June 4, 2024
Item #: 7
Contact Name: Milen Womack Department Director: Stephen Krug
Contact Number: Ext. 6013 City Manager: Robert Frank
Subject: Approval for Consent to Novation, Assignment, and Amendment Agreement with
WSP USA Inc. (Public Works Director Krug)
Background Summary:
WSP USA Environment & Infrastructure Inc. was one of four companies selected and approved for the
Continuing Surveying and Mapping Services Contract with the City in May of 2023. The existing contract is a
five-year contract for surveying and mapping services. WSP USA Environment & Infrastructure Inc. is being
restructured into its parent company, WSP USA Inc. which is undertaking internal administrative changes.
WSP USA Inc. has requested that the City approve their assumption of the current contract. The contractual
obligations, duties, liabilities and commitments of the original agreement remain the same along with an
allowable increase to the overhead rate from 125.84% to 139.3%. This increased rate remains below current
industry standards. Public Works recommends approval of continuing the contract under the parent
company's name.
Issue:
Should the Honorable Mayor and City Commissioners approve the Consent to Assignment and Novation of
City of Ocoee Continuing Survey and Mapping Services Agreement (RFQ #23-006) with Amendment with
WSP USA Inc.?
Recommendations:
Staff recommends the Honorable Mayor and City Commissioners approve the Consent to Assignment and
Novation of City of Ocoee Continuing Survey and Mapping Services Agreement (RFQ #23-006) with
Amendment with WSP USA Inc. and to incorporate the nominally increased overhead rate.
Attachments:
1. Consent to Novation Assignment HJSigned
2. WSP Contract Novation to WSP USA Inc. (Ocoee Continuing Survey Services Agreement #23-006)
Financial Impacts:
There are no financial impacts by approving this agreement.
Type of Item: Consent
Page 66 of 162
Page 67 of 162
Page 68 of 162
wsp.com
February 21, 2024
Olena Stokych
City of Ocoee
1 N. Bluford Ave.
Ocoee, FL 34761
Subject: Contract Novation to WSP USA Inc. (Ocoee Continuing Survey Services Agreement #23-
006)
Dear Client:
WSP USA Environment & Infrastructure Inc., formerly Wood Environment & Infrastructure Solutions,
Inc., was acquired by WSP in September 2022 and is now undertaking internal administrative changes
to maximize the high level of service provided to its clients in a more efficient, effective, and integrated
corporate manner.
Effective March 4, 2024, WSP USA Environment & Infrastructure Inc. (the “Company”) will re-align
certain transportation and infrastructure contracts into its parent company, WSP USA Inc. in advance of
an overall merger of the Company scheduled to occur later in 2024. As part of this present
administrative effort, the Company will novate your contract referenced above to WSP USA Inc. and
requests your consent for this contract novation. After the contract is novated, project delivery for this
contract will fall under WSP USA Inc.’s Federal Tax Identification Number (11-1531569). A copy of the
WSP USA Inc. W-9 is included with this letter so you may update your records.
WSP USA Inc. and WSP USA Environment & Infrastructure Inc. are currently covered and will remain
covered under the same insurance policies, with the same limits and breadth of coverage currently
provided. This contract novation does not modify coverage and the insurance certificates previously
provided will remain valid. However, please reach out directly to your client account manager contact at
WSP USA should you need to obtain an insurance certificate listing WSP USA Inc. as the insured.
Furthermore, effective on or about February 3, 2024, both WSP USA Environment & Infrastructure Inc.
and WSP USA Inc. will migrate onto WSP’s new Oracle Fusion ERP financial management system.
This integration will mean that your future invoices generated by Oracle Fusion may have a slightly
different format and appearance then they did in the legacy BST financial system for WSP USA
Environment & Infrastructure Inc. or legacy Oracle ERP financial system for WSP USA Inc. The invoices
will still include all the pertinent information necessary for you to process the invoices for payment,
including the new entity name, Federal EIN number, and new payment remittance instructions. If we are
using an agreed-upon client prescribed format, we will continue to use that template to submit our
invoices.
We want to assure you that while our operations complete these administrative changes related to
business entities, what you rely on remains the same: our staff and leadership; our passion for quality;
and our commitment to collaboration and client service. We remain committed to providing the
experienced people and technical skills to achieve the goals of your project(s). The WSP USA teams
assigned to your organization – including project managers, project staff, and senior management – will
not change due to these changes, and we remain committed to providing the same level of service you
have come to expect. What will change is a team that has much more depth of expertise and additional
resources to service your needs on the existing contracts.
We also want to make you aware that there will be a change in our Overhead rate. The existing
Overhead rate for WSP USA Environment & Infrastructure Inc. was 125.84%. The new overhead rate
with WSP USA Inc. will be 139.3%. We will work with your organization to mitigate the impact of this
Page 69 of 162
Page 2
rate adjustment. As mentioned above, WSP USA Environment & Infrastructure Inc. was purchased by
WSP USA Inc. in September 2022, and we have been operating independently as a separate entity
owned by WSP USA Inc. since that date allowing us to service you at the lower overhead rate.
Administratively, we are at a point now that we need to implement the overhead change in line with the
WSP USA Inc. business entity.
We will continue to operate as we always have with a focus on our core values of integrity, teamwork,
excellence and respect. We look forward to maintaining our business relationship with you. If your
agency or company requires changes to our contract documents, or has any other procedural
requirements, please advise at your earliest convenience and we will work with you to process required
documentation. If we do not hear back from you by February 23, 2024, we will deem that you have
consented to the contract novation. Should you have questions or require additional information, please
contact your client account manager directly and they will access resources inside WSP to address and
resolve your questions.
Sincerely,
Joseph J. Sczurko, Jr. PE Sofia Berger
President, Earth & Environment Transportation & Infrastructure, National
WSP USA Environment & Infrastructure Inc Business Line Executive WSP USA Inc.
Page 70 of 162