March 14, 2012 - Toho Water Authority

951Martin Luther King Boulevard Kissimmee, FL 34741 407-944-5000 www.tohowater.comBruce R. Van Meter, Chairman Brian L. Wheeler, Executive Director Mike Davis, General CounselRaul S. Banasco, Vice Chairman Michael W. Sweeney, Deputy Executive Director Mark Lawson, General CounselRobert J. Bornstein, Vice Chairman Pro TemNilsa C. Diaz, Executive AssistantThomas White, SecretaryClarence T. Thacker, Supervisor 21. Meeting called to orderAGENDAMARCH 14, 20125:00 PM2. A. Moment of Silent ReflectionB. Pledge of Allegiance3. Approval of the Agenda4. Awards and Presentations:PROCLAMATION TO DECLARE MARCH 12-18, 2012 AS “FIX A LEAKWEEK” IN OSCEOLA COUNTY5. Public Hearing6. Hear the Audience7. Consent AgendaThe Consent Agenda is a technique designed to expedite handling of routine and miscellaneous business of the Board of Supervisors. The Board of Supervisorsin one motion may adopt the entire Agenda. The motion for adoption is non-debatable and must receive unanimous approval. By request of any individualmember, any item may be removed from the Consent Agenda and placed upon the Regular Agenda for debate.A. APPROVAL OF BOARD MEETING MINUTES FROMFEBRUARY 8, 2012B. APPROVAL OF BOARD MEETING MINUTES FROMFEBRUARY 22, 2012C. APPROVAL OF THE INTERLOCAL AGREEMENT FORTHE OSCEOLA PARKWAY PHASE 2 PROJECTD. APPROVAL OF THE INTERLOCAL AGREEMENT FORTHE BOGGY CREEK ROAD PHASE 1 PROJECT

E. APPROVAL OF SPONSORSHIP FOR EDUCATION IN THEPARK IN CONJUNCTION WITH OSCEOLA COUNTYSCHOOL BOARDF. APPROVAL OF JANITORIAL SERVICES CONTRACT TOSUNSHINE CLEANING SYSTEMSG. APPROVAL OF A $114,545 SCOPE OF SERVICES WITHMALCOLM PIRNIE, INC. TO PROVIDE CONDITIONASSESSMENT AND ENGINEERING DATA ANALYSISFOR WATER TREATMENT AND WATER RECLAMATIONFACILITIESH. APPROVAL OF SYSTEM DEVELOPMENT CHARGESPOLICY AMENDMENT TO PROVIDE FOR TIMEPAYMENT OF FEES BY GOVERNMENTS (RESOLUTION2012-001)8. Informational Presentations9. Unfinished Business:10. New Business:A. BILL PRINTING, MAILING, ELECTRONIC BILLPRESENTMENT AND PAYMENT, AND LOCKBOX SERVICESSELECTION – APPROVAL TO NEGOTIATE WITH THE TOPRANKED FIRM FOR RFP 12-008B. REPORT ON BANK BIDS RECEIVED AS A REFUNDINGALTERNATIVE FOR THE SERIES 2003 BONDSA. APPROVAL OF REQUEST TO ADVERTISE RECLAIMEDWATER RATESB. APPROVAL OF FIRST AMENDMENT TO INTERLOCALAGREEMENT RELATING TO REGIONAL COOPERATIONFOR THE CENTRAL FLORIDA COORDINATING AREARULEMAKING, MONITORING, AND MODELINGC. APPROVAL OF CONTRACT WITH SAIC TO PROVIDEPROJECT MANAGEMENT SUPPORT SERVICES FOR THEAUTOMATIC METER INFRASTRUCTURING (“AMI”) SYSTEMIMPLEMENTATION

11. Staff Reports:A. LAKEFRONT PUMP STATION (PS-35) ODOR MITIGATIONUPDATE

CATEGORY: PresentationPROCLAMATION TO DECLARE MARCH 12-18, 2012 AS “FIX A LEAK WEEK” INOSCEOLA COUNTYExplanation: Fix a Leak Week, a national awareness campaign from the EPA’sWaterSense Program, helps bring attention to the fact that every year more than 1trillion gallons of water leaks from homes across America.Fix a Leak Week shows how you can save water and money by checking householdfixtures and irrigation systems and fixing every leak, no matter how small it seems to be.The purpose of commemorating Fix a Leak Week is to bring awareness and helpresidents address water waste in the home. To commemorate Fix a Leak Week TohoWater Authority staff will have an interactive booth at the Kowtown Festival on Saturday,March 17th. Our interactive booth will include handouts and giveaways on finding andfixing leaks. This event will focus on bringing awareness to customers on the need toconserve our most precious resource.Recommendation: Staff recommends the Board of Supervisors proclaim March 12 -18, 2011 as Fix a Leak Week for Osceola County residents.FixaLeakWeekProclamation03.14.12.mg4

Description Regular meeting of the Tohopekaliga Water Authority for February 8,2012. Present at the meeting were Supervisor Bob Bornstein, ChairmanBruce Van Meter, Supervisor Tom White, Supervisor Raul Banasco,Supervisor Clarence Thacker, Attorney Mark Lawson, Executive DirectorBrian Wheeler, and Executive Assistant Nilsa Diaz. Commissioners JerryGemskie and Michael Harford and Todd Danzler were not present.Date February 8,2012Location TWA Board RoomTime Item Minutes5:00 PM Meeting called toorderMoment of SilentReflection andPledge ofAllegianceApproval of theAgendaAwards andPresentationsHearAudiencetheThe meeting was called to order at 5:00 PM.After a Moment of Silent Reflection, Chairman VanMeter led the attendees in the Pledge of Allegiance.Chairman Van Meter requested that an Item be addedto the Agenda to elect a new Vice Chairman.Supervisor Banasco moved for approval of the Agendaand Supervisor Bornstein seconded the motion. Motionpassed 5 to 0.NoneNo one came forthThere were no changes to the Consent Agenda.Supervisor Banasco moved for approval of the ConsentAgenda and Supervisor White seconded the motion.Motion passed 5 to 0.Consent AgendaAPPROVAL OF BOARD MEETING MINUTES FROMJANUARY 25, 2012APPROVAL OF CPH ENGINEERS SCOPE OFSERVICES FOR THE OSCEOLA PARKWAY PHASE 2PROJECT FROM BUENAVENTURA BOULEVARD TOBOGGY CREEK ROADAPPROVAL OF ASSET DISPOSAL LIST THROUGH

ONLINE AUCTIONAPPROVAL.APPROVAL OF AGREEMENT TOPROVIDE PUMP AND MOTOR REPAIR SERVICESFOR THE TOHO WATER AUTHORITY (TWA)5:25 PM5:55 PMendedInformationalPresentationsUnfinishedBusinessNew BusinessLEVELS OF SERVICE UPDATE – Tim Noyes, AssetManager, gave a PowerPoint presentation summarizingthe Key Performance Indicators tracked and measuredby staff and the levels of service for the first quarter ofFY2012. Chairman Van Meter asked if there will be keyindicators assigned to the new Customer Servicefunction and Supervisor Bornstein endorsed having keyperformance measures incorporated and monitored forthe Customer Service function.9A. CUSTOMER INFORMATION SYSTEMSELECTION AWARD RFP 12-001 AND APPROVENEGOTIATED CONTRACT – Following evaluation ofthe responses received for RFP 12-001for providing aCustomer Information System (CIS), Staff wasauthorized to enter into contract negotiations with thetop ranked firm, Advanced Utility Systems (AUS).Supervisor Bornstein requested timing from Staff as towhen full implementation can be expected. JohnMcAleenan, Customer Service Director, stated thatStaff will be meeting with AUS next week and that theinstallation kick-off will be the first week in March andshould be going live by December of this year. Staffinformed the Board that some of the Severn Trentemployees will be considered to fill the new customerservice positions and some of them will most likelybecome TWA employees. Supervisor White moved forapproval of the contract for acquisition andimplementation of the Customer Information Systemsoftware to Advanced Utility Systems in the amount of$927,000. Supervisor Bornstein seconded the motion.Motion passed 5 to 0.10A. APPROVAL OF THE ANNUAL FINANCIALREPORT FOR THE AUTHORITY FOR FISCAL YEAR2011 – Bill Blend with Moore Stephens Lovelace, P. A.,accountants for the Authority, gave a PowerPointpresentation of the Comprehensive Annual FinancialReport (CAFR) for the year ended September 30, 2011.Some of the Board members questioned why the

6:00 pmStaff Reportsimpact fee collection issues the Authority was dealingwith was not cited in the report. Executive DirectorWheeler responded that the accountants would beauditing the revised impact fee assessment andcollection process to be developed from the results ofthe recent Impact Fee Workshop. Chairman Van Meterasked if the auditors had looked at the I.T. issues thathad been brought up at the time of the last report.Rodney Henderson told the Board that there have beendiscussions but they have not talked about anyspecifics. Supervisor Thacker asked if there would beany adverse impact if the Board did not approve theCAFR tonight because he had some questions on thereport he wanted to address with Staff. Mr. Blendreminded the Board that the report should be filed byMarch 31 st . Supervisor Thacker moved forcontinuance of this item until the next Board meeting.Supervisor Banasco seconded the motion. Motionpassed 5 to 0.11A. LAKEFRONT PUMP STATION (PS-35) ODORMITIGATION UPDATE – Robert Pelham, Director ofEngineering, provided the Board a summary of theefforts since the last Board meeting to correct the odorproblem at Pump Station 35. Supervisor Thackerasked when the residents would see a noticeableimprovement. Mr. Pelham also informed the Board thatthe two pieces of equipment that make up the odorcontrol system; the biological filter and the scrubber,one of which will be coming from Germany, is notexpected to arrive until sometime in June or July. Ifeverything goes well the residents should see aresolution in 8 to 10 months. Staff has concluded, as aresult of analysis from one of the Authority’sconsultants, that a significant portion of the wastewaterentering the lift station can be rerouted and divertedfrom entering the station and; therefore, reduce thequantity of odorous gas entering the station. Staffadvised the Board that implementation of the diversionwould take approximately a year, considering the timefor engineering, permitting, and construction.Supervisor Banasco appreciates that Staff is doingwhat they said they would be doing.Mr. Wheeler reminded the Board that the Authority ishosting the Puerto Rican Chamber of Commerce of

Central Florida Networking event tomorrow night.Chairman Van Meter said that the Board needs todecide on a new Vice Chairman. Supervisor Bornsteinmoved for Supervisor Banasco to become the new ViceChairman and Supervisor Thacker seconded themotion. Supervisor White was nominated as the newSecretary. Supervisor Thacker moved for SupervisorWhite to be the new Secretary and Supervisor Banascoseconded the motion. Motion passed 5 to 06:23 PM - Commissioner Harford said that the CountyCommissioners are looking at 1 or 2 individuals ascandidates to serve on the Board and should decide onone by the next Board meeting.Board OfficialsSupervisor Bornstein said that he attended thegroundbreaking of the new Poinciana hospitalyesterday.CONTINUANCE OF THE WORKSHOP FROMJANUARY 27, 2012: EVALUATING AND IMPROVINGTHE IMPACT FEE PROCESS –Workshop called to order. Staff provided a summary ofthe information covered in the January 27, 2012workshop outlining the impact fee process andrecommendations for improvement. The workshop thencovered the rest of the impact fee process, step bystep, with Staff providing recommendations forimprovements at places in the process that weresubject to error or failure. Some of the key pointscovered in the workshop included a need to establish astronger cooperative relationship with the County andCity, insure that all agreements are recorded, anddevelop a centralized database of historical informationon commercial customers and related impact fees.Chairman Van Meter asked if there was anything toreport on the City Centre impact fee issue. Mr. Wheelerreported that he had been in communication with DaleParsons who was representing Mr. Majors but has nothad any recent communication on settlement of theimpact fee dispute Mark Lawson, Board Attorney,advised that he was ready to prepare the appropriatedocuments to file with the court to initiate action tocollect the unpaid impact fees. Supervisor Bornstein

expressed dissatisfaction that the legal action had notproceeded since the direction provided at the workshoppreviously. Mr. Van Meter asked that Staff report backto the Board on the status of the City Centre issue atthe next Board meeting.There being no further business to come before theBoard, Chairman Van Meter adjourned the meeting at7:50 PM.Adjourned________________________________________Bruce R. Van Meter, Chairman________________________________________Tom White, Secretary

Description Regular meeting of the Tohopekaliga Water Authority. Present at the meetingwere Supervisor Clarence Thacker, Supervisor Tom White, Supervisor RaulBanasco, Supervisor Bob Bornstein, Chairman Bruce Van Meter, ExecutiveDirector Brian Wheeler, Deputy Executive Director Mike Sweeney, ExecutiveAssistant Nilsa Diaz, Commissioner Jerry Gemskie and Commissioner MichaelHarford. Commissioner Todd Danzler was not present.Date 2/22/2012Location Tohopekaliga Board RoomTime Item Minutes5:01:57 PM Meetingcalled toorder5:02:45 PMApproval ofthe Agenda5:03:02 PM Awards andpresentation5:03:13 PM Publichearing5:03:22 PM Hear theaudience5:03:30 PMMeeting called to order by Chairman Van Meter who after aMoment of Silent Reflection led the attendees in the Pledge ofAllegiance.Supervisor Banasco moved for approval of the Agenda assubmitted and Supervisor Bornstein seconded the motion. Motionpassed 5 to 0.NoneNoneNo one came forthSupervisor Bornstein pulled Item 7A. Supervisor Thacker movedfor approval of Items 7B and 7C. Supervisor White seconded themotion. Motion passed 5 to 0.ConsentAgenda7A. APPROVAL FOR EMERGENCY RESTORATION ATPOINCIANA BOULEVARD AND SR 192 – Supervisor Bornsteinexpressed concern that the Board was being asked to approveexpenditure for work that had already been approved andperformed. Executive Director Wheeler explained that foremergency situations such as this water line break incident, theExecutive Director is authorized to approve work and purchases torespond to the emergency. The Board discussed the emergencyresponse and expenditure process and the need for the ExecutiveDirector to have the discretion to act in an emergency. The Boardattorney, Mark Lawson, advised the Board that approval of theemergency expenditure after the work or purchase was authorizedprovided the Board the opportunity to determine whether theamount of the expenditure was reasonable. After more discussion,there was a consensus form the Board that for future emergenciesthe Executive Director should advise the Board of the emergency in

5:16:46 PM5:27:50 PMInformationalpresentationUnfinishedBusinessa timely manner and attempt to provide an estimate of the time andcost of the emergency response.Supervisor Bornstein moved for approval of Item 7A andSupervisor Banasco seconded the motion. Motion passed 5 to 0.Quarterly Investment Report by PFM Group for the Quarter endingSeptember 30, 2011 – Mr. Steven Alexander, Managing Directorfor PFM Asset Management presented the report.9A. DISCUSSION OF SETTLEMENT OF CITY CENTREIMPACT FEE ISSUE - Mr. Tim Majors, 2118 Lake Drive WinterPark – addressed the Board concerning the unpaid impact fees forthe properties he had acquired in downtown Kissimmee. In hisopinion, TWA has acted improperly and unprofessionally inhandling the impact fee issue. Mr. Majors feels that he is beingtargeted by the Authority for mistakes that were made prior to hispurchase of the properties in the City Centre development and theproperty at 10 W. Monument Avenue. He said that Mr. Wheelerhad stated in their initial meeting on the impact fee issue that therewere errors made by TWA Staff in 2005. Mr. Major expresseddissatisfaction with the letter issued to all the property owners inOctober 2011 advising them of the unpaid impact fees.Mr. Majors advised the Board that he bought the 10 WestMonument Avenue property from a bank which had foreclosed onthe property. He found a tenant for the property but then discoveredthat there were unpaid impact fees due from the previous ownerwhich in his opinion should not be his responsibility. Mr. Majorsstated that TWA had beaten him down and he would pay theoutstanding impact fees owed but would do so with objection.Mr. Majors said that he had spent $10,000 legal expenses on theCity Centre impact fee situation at this point. He had theunderstanding that earlier, Dale Parsons, acting on behalf of theowners of City Centre, and the Executive Director had agreed onsettling the unpaid impact fee disputed for $15,000; however, theBoard rejected the settlement amount. There was a secondtentative settlement agreement of $20,000 which the Board alsorejected. He told the Board that he was here as a businessman andthat he hoped no one else had to suffer like he has suffered. Headvised the Board to secure the Authority’s interest on the titles ofproperties so things will be clear when someone comes to dobusiness with them. Supervisor White and Mr. Majors discussedthe 10 West Monument Avenue property impact fee situationincluding the Kissimmee CRA impact fee grant and agreement topay impact fees by the previous owners. The 10 year agreement topay the outstanding impact fees of approximately $25,000 does notrequire any payments in the first two years with the payments to bemade over the last eight years. There was discussion of the City

5:58:37 PMNewBusinessCentre impact fee issue. Supervisor White said that if otherbusinesses in town found out that Mr. Majors had not paid impactfees for City Centre, they would want the same deal. Mr. Majorsinsisted that this incident had taken place 9 years ago and he shouldnot be held liable. Supervisor Bornstein asked what the differencewas between the amounts offered by Mr. Majors to settle theunpaid impact fee dispute and the amount the Authority wasseeking. Staff advised that the difference is $15,000. Mr. Majorsreported that he had not seen any correspondence outlining asettlement amount. Attorney Lawson addressed Mr. Majorsadvising him that the way to settle the matter is for the four LLCswho own most of City Centre to pay half of the unpaid impact feesthrough the proposed forbearance agreements. Mr. Majorsreiterated that he has never seen any offer in writing. The Boardattorney provided Mr. Major with a copy of the proposedforbearance agreement for settlement of the impact fee issue forCity Centre.9B. APPROVAL OF THE ANNUAL FINANCIAL REPORT FORTHE AUTHORITY FOR FISCAL YEAR 2011 - Bill Blend fromMoore Stephens Lovelace, P.A. addressed the Board on theCertified Annual Financial Report. – Supervisor Banasco movedfor approval of the Annual Report and Supervisor White secondedthe motion. Motion passed 5 to 0.9C. AUTOMATIC METERING INFRASTRUCTURE (AMI)SYSTEM INSTALLATION – PHASE 2A PROJECT UPDATE –With the Pilot Phase and Phase 1 having been completed, the AMIproject is ready to enter into Phase 2A which involves installingapproximately 16,600 meter endpoints in the portion of theAuthority's service area which is billed by KUA but does not haveelectric service from KUA. The estimated $3M needed to financePhase 2A has been set aside. Supervisor Thacker moved formoving forward with Phase 2A of the AMI project and SupervisorBanasco seconded the motion. Motion passed 5 to 0.10A. SERIES 2003 BONDS REFUNDING – Toby Wagner,Southeastern Investment Securities, Financial Advisor to theBoard, presented two different alternatives for refunding the Series2003 bonds. Financial conditions are presently favorable to theAuthority to refund the Series 2003 bonds and achieve significantsavings on future debt payments on this debt. Mr. Wagnersuggested either utilizing a bank loan or issuance of a bondrefunding bond issue. Supervisor White asked about the possibilityof utilizing a local firm to act as bond disclosure counsel. Mr.Wheeler said that if that was the direction of the Board, Staff would

6:21:48 PMStaff Reportsprepare and issue an RFQ. Supervisor White added that localcompanies might be interested in bidding. Mr. Wagner asked fordirection from the Board as to how to proceed. He had submitted arequest for bids to a number of banks to provide a loan to refundthe Series 2003 bonds. The Board said that there would be twomotions on the floor. The first motion was for the financing teamto proceed with both alternatives for the refunding. SupervisorWhite moved for the first motion and Supervisor Banasco secondedit. The second motion was for staff to prepare an RFQ seeking abond disclosure attorney. Supervisor White moved for approval ofthe second motion and Supervisor Bornstein seconded the motion.Motions passed 5 to 0.11A. LAKEFRONT PUMP STATION (PS-35) ODORMITIGATION UPDATE - Robert Pelham, Director ofEngineering, reported that monitors to test for sulfide levels havebeen installed and soil samples will be taken once the sulfidemonitors are removed. The rehabilitation construction project isscheduled to be completed by mid-March and the bypass pumpoperation is scheduled to be completed this week. An engineeringscope of services has been requested from Webster Environmentalfor the odor control system design. The consultant has stated thatthe odor control system will operate as designed in a reduced pumpstation flow condition if the Authority proceeds with the proposedproject to divert a significant amount of flow form the lift station toreduce the quantity of gas in the station. The requisitions for thepurchase of the odor control equipment have been issued. Mr. VanMeter asked if the residents are being kept informed of the progressand strongly stressed communication with the customersproactively.11B. MONTHLY FINANCIAL REPORT JANUARY 2012 - RicFigueroa presented the monthly financial report. Supervisor Whiteasked if there have been any reactions to the rate increase and Mr.Wheeler responded that reactions have been minimal to date.11C. MAJOR CAPITAL PROJECT SUMMARIESMr. Wheeler informed the Board that staff is involved in the TaylorCreek Reservoir discussions. He also told them that the newlyadopted irrigation rates double the rates and will signal thecustomers to conserve. The results are starting to be seen ascustomers are seeing larger bills. Mr. Wheeler recommended thatthe Board authorize the creation of a new policy to deal with billadjustments i.e., a first time adjustment for customers. Mr.Wheeler informed the Board that he has a conceptual idea on how

6:54:02 PM6:59:00 PMBoardofficialsto deal with the impact fee issue which requires doing away withimpact fees. The idea is along the same lines as the County’s ideaof doing away with transportation impact fees. Chairman VanMeter asked Mr. Wheeler when he would be bringing this back tothe Board and Mr. Wheeler said that it would be the secondmeeting in March or the first meeting in April.Commissioner Harford stated that he is still working on gettingsomeone appointed to the Board of Supervisors by the 14th ofMarch. Supervisor Thacker thanked Rodney Henderson for hispatience for the questions asked about the financial audit andinquired what the procedure was that usually organizations had anaudit committee with one Board member overseeing the audit. Mr.Lawson reminded Mr. Thacker that you have to be very carefulwith doing something like this because you have to observe theSunshine Law and asked for time to research the matter.There being no further business to come before the Board,Chairman Van Meter adjourned the meeting at 6:59 PM.Adjourned________________________________________Bruce R. Van Meter, Chairman________________________________________Tom White, Secretary

CATEGORY:Attachment(s):ConsentInterlocal AgreementAPPROVAL OF THE INTERLOCAL AGREEMENT FOR THE OSCEOLA PARKWAYPHASE 2 PROJECTExplanation: The Board of Supervisors is requested to approve the InterlocalAgreement for the Osceola Parkway Phase 2 project (“Project”) between the Authorityand Osceola County.Chapter 163 of the Florida Statutes authorizes local government units to make the mostefficient use of their powers by enabling them to cooperate with each other. This isknown as the Florida Interlocal Cooperation Act of 1969. This Interlocal Agreement is aformal agreement between the County and the Authority to cooperate and coordinatetheir respective work on the Project. By entering into the Interlocal Agreement, theAuthority and the County will both enjoy a coordinated construction effort. A singleconstruction manager will be contracted to construct the work for both entities and willbe responsible for coordinating the concurrent utility and roadway construction activities.This arrangement will reduce the potential for change orders and delay claimscompared to each entity hiring separate contractors for their work.The limits of the Project are from 900 feet east of Buenaventura Lakes Boulevard to 800feet west of Boggy Creek Road. The County’s portion of the Project includes drainageimprovements and roadway widening. The Authority’s portion of the Project includesrelocation of an estimated 2,600 feet of 8-inch sanitary sewer main and associatedmanholes; 750 feet of 6-inch force main; and possibly 40 feet of 12-inch water main.Approximately, 3,200 feet of existing 6-inch force main will be upsized to a 10-inch. Anew 11,200 foot, 24-inch water main will be constructed within the project limits.The 24-inch water main extension is required per the Authority’s water master plan.The main will interconnect the Eastern Regional Water System with the Toho III (BVL)system. The 24-inch water main and future projects will allow the futuredecommissioning of the BVL and Springlake Village Water Treatment Plants andimprove the ability to move substantial quantities of water east and west across theservice area.The upsizing of the force main from 6-inch to 10-inch is necessary to serve the peakdemands of the existing homes in the area. The pump station that discharges into theexisting 6-inch force main currently runs continuously. The larger force main willprovide additional capacity and reduce energy consumption and operational costs.7C

Relocation of the existing water main, gravity sewer and force main is required to avoidconflicts with the County’s proposed roadway improvements.The County is proposing to contract with a Construction Manager at Risk (CMAR) forthe roadway and utility work. The CMAR will contract with a utility subcontractor for theTWA work. The CMAR is required to obtain a minimum of three bids for the utility workfrom TWA approved contractors. A Guaranteed Maximum Price (“GMP”) will bedeveloped for the work based on these bids and approved by the Authority and theCounty. The GMP will include the utility construction costs and the proportionate shareof the costs associated with CMAR fees. The GMP will require separate Boardapproval.To reduce issues and change orders experienced with Phase 1 the design includesLevel A survey services to locate existing utilities and identify possible conflicts with thealignment of the new water main, force main and relocated utilities. The Level A surveyincludes utility designation, subsurface excavations, survey and the use of 3Dsubsurface utility mapping, which consists of multi-channel ground penetrating radar(GPR) and multi-sensor electromagnetic induction. All of the above items allow for acomplete underground view of proposed pipe routes. The advantage of this system isthat it collects data over a wider area (5 feet wide) per sweep as opposed to the moretraditional single channel GPR, which covers an area of a few inches in width. Thissystem is considered to provide a more accurate depiction of buried utilities, active orinactive, marked or unmarked, within congested right-of-ways leading to fewerunforeseen conditions and construction change orders.This level of detail for underground investigation was not used with Osceola ParkwayPh. 1 due to the fact the technology was not commercially available until after Ph. 1design started. At the time, only subsurface explorations in selected areas (120locations) were used to identify known and marked underground utilities. The GPRprocess will identify utilities that are unknown and were the source of many of the Ph. 1project change orders.The Authority’s council, Bryant Miller Olive, has reviewed the Interlocal Agreement.Recommendation: Staff recommends approval of the Interlocal Agreement for theOsceola Parkway Phase 2 project between the Authority and Osceola County.Interlocal Agreement for Osceola Pkwy Ph 2.03.14.12.em

INTERLOCAL AGREEMENT BETWEENTHE TOHOPEKALIGA WATER AUTHORITYAND OSCEOLA COUNTYRELATING TO UTILITY INSTALLATION AND MAINTENANCEON OSCEOLA PARKWAY PHASE IITHIS AGREEMENT is entered into by and between the Tohopekaliga WaterAuthority, an independent special district established and created pursuant to Chapter 189,Florida Statutes, 951 Martin Luther King Boulevard Kissimmee, FL 34741, hereinafterreferred to as “TWA”, and Osceola County, a political subdivision of the State of Florida, 1Courthouse Square, Kissimmee, Florida 34741, hereinafter referred to as “COUNTY”.WHEREAS, Florida Statutes, Chapter 163, known and cited herein as the “FloridaInterlocal Cooperation Act of 1969,” or “Act” authorizes local governmental units to make themost efficient use of their powers by enabling them to cooperate with each other; andWHEREAS, under the Act the COUNTY and TWA may exercise jointly with eachother or another government, any power, privilege, or authority which such governmentsshare, in common and which each might exercise separately; andWHEREAS, the objectives of this Agreement achieve a public purpose, and each ofthe parties represents to the other that they have the power, privilege and authority toundertake and enter into this Agreement; andWHEREAS, the COUNTY will be widening and constructing improvements toOsceola Parkway Phase II hereinafter referred to as the “Corridor”, as further set forth in theOsceola Parkway Phase II Construction Plans, approved by Osceola County, signed andsealed by DRMP, Inc.; andWHEREAS, TWA currently owns, operates, and maintains utilities within the existingCOUNTY right of way and the COUNTY needs TWA to relocate its utilities and TWAdesires to construct new utilities within the Corridor hereinafter referred to collectively as the“Utility Improvements” as further set forth in the Toho Water Authority Construction Plans,approved by TWA and Osceola County, signed and sealed by CPH Engineers, Inc.; andWHEREAS, the COUNTY and TWA agree the Utility Improvements will beperformed by the COUNTY on behalf of TWA per the conditions described hereinafter; andWHEREAS, TWA and the COUNTY agree to cooperate and to coordinate in thewidening of and construction of improvements within the Corridor and construction of theUtility Improvements (hereinafter collectively referred to as the “Project”) in an economic,timely and efficient manner.February 16, 2012

NOW, THEREFORE, in consideration of the mutual promises contained herein andother good and valuable consideration, the receipt of which is hereby acknowledged, TWAand the COUNTY do hereby agree as follows:SECTION 1.Each of the above stated recitals is declared to be true and correct and is incorporatedinto this Agreement as if fully set forth hereafter.SECTION 2.This Agreement shall remain in full force and effect until such time as same isterminated by the mutual written Agreement of the parties.SECTION 3.It is anticipated that the COUNTY will contract with a Construction Manager at Riskhereinafter referred to as the “Construction Manager” for the delivery of the Project. TheCOUNTY agrees to and will direct its Construction Manager to incorporate the TWA’sUtility Improvements Construction Plans, into the plans for the Project along with any and alldocuments necessary for bidding and construction of the Utility Improvements. The Countyshall require the Construction Manager to use TWA’s Bid Form, Measurement, and Paymentsection and all other relevant sections of TWA’s Division 0 to Division 16 projectspecifications as applicable to the utility work.The COUNTY agrees to and will direct its Construction Manager to perform a thoroughconstructability review of the Utility Improvements Construction Plans and all projectspecifications prior to bidding and constructing the work.SECTION 4.By and through its Construction Manager, the COUNTY will competitively bid theProject.SECTION 5.TWA shall participate in the COUNTY’s bid selection process to ensure that the costassociated with the Utility Improvements is acceptable. The COUNTY shall be required toobtain a minimum of three bids from qualified Florida licensed underground contractorsapproved by TWA for the TWA Utility Improvements. Upon TWA’s written approval andauthorization to proceed, the COUNTY shall contract for construction management andcause the diligent completion of the Utility Improvements. TWA shall communicate andcoordinate directly with the COUNTY’s representative or designee on all issues throughoutthe duration of the construction.February 16, 2012

TWA shall at all times have the right to inspect and approve or reject the workassociated with the Utility Improvements and shall do so in a timely manner. The COUNTYshall invoice TWA monthly for all work associated with the Utility Improvements which hasbeen completed and accepted by TWA during the previous 30 day period. TWA agrees toremit payment to the COUNTY for said services within 30 days of the TWA’s approval ofsame.SECTION 6.In the event that conflicts arise between the roadway design for the Corridor and theUtility Improvements, the COUNTY shall provide reasonable notice of and TWA shallattend project meetings held by the COUNTY to promptly facilitate resolution of the conflict.In the event the conflict requires the COUNTY to conduct additional relocations of TWAutilities as approved by TWA, the work associated therewith shall be processed by theCOUNTY and TWA. TWA shall have the right to participate in change order negotiationsand approve change orders arising from conflicts between the roadway design and the UtilityImprovements.SECTION 7.TWA shall be responsible for the preparation of construction plans associated with theUtility Improvements. TWA shall be responsible for the cost of permitting, constructionadministration, construction costs, CEI services, and CM fees related to the UtilityImprovements. TWA shall provide full-time inspection for the Utility Improvements. Thedetails of the costs will be defined as part of the Guaranteed Maximum Price at a later dateand will be proportionate to the construction bid amount of the utilities to the total projectbid.Should the County require TWA to adjust and or relocate any portion of the completedUtility Improvements constructed in accordance with the conformed documents oradjustments approved by the County to accommodate changes to the roadway or drainagefacility, the County shall be responsible for all costs associated with such adjustment and/orrelocation.SECTION 8.TWA and the COUNTY agree to coordinate closely on the schedule for the Project.Should the COUNTY’s work be delayed due to an intentional or unreasonable delay byTWA, TWA shall be responsible for any and all costs associated with the resulting timedelays to the extent that said delays relate to the COUNTY’ s portion of the work beingperformed. Any delays caused by TWA’s rejection of non-conforming work shall not beconstrued as intentional or unreasonable delays. Time delay claims shall be limited tocritical tasks as defined by the construction schedule in effect at the time of the delay.Likewise, should TWA’s utility work be delayed due to an intentional or unreasonabledelay by the COUNTY, the COUNTY shall be responsible for any and all costs associatedFebruary 16, 2012

with the resulting time delays to the extent that said delays relate to the TWA’s portion of thework being performed. The COUNTY shall be responsible for any and all costs associatedwith the resulting time delays to TWA’s portion of the work being performed. Time delayclaims shall be limited to critical tasks as defined by the construction schedule in effect at thetime of the delay.If, during the course of construction, temporary planned or unplanned cessation ofTWA’s utility services occurs due to construction activities, it shall not constitute a breach ofthis Agreement on the part of either party hereto and neither party shall be liable to the otherfor damage resulting from such cessation of services. This release of liability shall not beconstrued to release the Construction Manager or its subcontractors awarded the constructioncontract or any other third party from any liability for any damage from whatever causedwhatsoever.SECTION 9.The COUNTY will insure that all necessary construction and dewatering permits forthe roadway improvements also meet the needs of TWA’s proposed improvements; however,TWA is responsible for obtaining all permits that are specific to the relocation of its existingutility lines, only as it relates to, FDEP potable water, and FDEP wastewater permits. TheCOUNTY shall waive the right of way permit and all associated fees for TWA’s utility workfor this project. TWA will waive water and sewer impact fees for temporary constructionfacilities.SECTION 10.At all times subsequent to completion of the Project, TWA shall obtain the necessarypermits in order to maintain and/or repair the utility lines located in the relevant COUNTYright of way. In the event of an emergency, TWA shall notify the COUNTY of its need towork in the right of way, but, at the very least, will ensure proper maintenance of trafficduring the repair work. TWA’s continued use of the subject right of way shall not impedethe use of the roadway, or the COUNTY use and/or enjoyment of same.SECTION 11.TWA has the right to participate in any dispute resolution proceedings with theConstruction Manager related to TWA utility work so long as TWA pays its proportionateshare of any associated costs. Proportionate share of the associated dispute resolution costsshall be determined by the proportionate contract value of the disputed item to the overallproject value. The COUNTY, to the extent provided by law, shall defend, save, and holdharmless TWA from any and all legal actions, claims or demand by any person or legal entityagainst TWA rising out of any negligent act of the COUNTY’s officers, employees, servants,or agents, during construction of the Project. TWA, to the extent provided by law, shalldefend, save, and hold harmless the COUNTY from any and all legal actions, claims ordemands by any person or legal entity against the COUNTY arising out of any negligent actof TWA’s officers, employees, servants, or agents, during construction of the Project.February 16, 2012

However, nothing contained herein shall constitute a waiver of any of either party’ssovereign immunity and the limitations set forth in Section 768.28, Florida Statutes.SECTION 12.This Agreement, including referenced exhibits and attachments hereto, constitutes theentire Agreement between the parties and shall supersede, replace and nullify any and allprior Agreements or understandings, written or oral, relating to the matters set forth herein,and any such prior Agreements or understandings shall have not force or effect whatsoeveron this Agreement.SECTION 13.The laws of the State of Florida shall govern all aspects of this Agreement. In theevent it is necessary for either party to initiate legal action regarding this Agreement, venueshall lie in Osceola County, Florida. The parties hereby waive their right to trial by jury inany action, proceeding or claim, arising out of this Agreement, which may be brought byeither of the parties hereto.SECTION 14.All clauses found herein shall act independently of each other. If a clause is found tobe illegal or unenforceable, it shall have no effect on any other provision of this Agreement.It is understood by the parties hereto that if any part, term or provision of this Agreement isby the courts held to be illegal or in conflict with any law of the State of Florida or the UnitedStates, the validity of the remaining portions or provisions shall not be affected, and therights and obligations of the parties shall be construed and enforced as if the Agreement didnot contain the particular part, term or provision held to be invalid.SECTION 15.Failure of the parties to insist upon strict performance of any of the covenants, terms,provisions, or conditions of this Agreement or to exercise any right of option hereincontained, shall not be construed as a waiver or a relinquishment for the future of any suchcovenant, term, provision, or condition, or right of election, but same shall remain in fullforce and effect.February 16, 2012

SECTION 16.The parties hereto agree and understand that written notice, mailed or delivered, to thelast known mailing address, or address provided by the other party, shall constitute sufficientnotice to the COUNTY and TWA. All notices required and/or made pursuant to thisAgreement to be given to the COUNTY and TWA shall be in writing and given by way ofthe United States Postal Service, first class mail, postage prepaid, addressed to the followingaddresses of record.COUNTY:Copy to:TWA:Osceola CountyAttn: County Manager1 Courthouse Square, Suite 4700Kissimmee, Florida 34741Osceola County Public Works DepartmentAttn: Public Works Administrator1 Courthouse Square, Suite 3100Kissimmee, Florida 34741Tohopekaliga Water AuthorityAttn: Executive Director951 Martin Luther King BoulevardKissimmee, FL 34741SECTION 17.Copy to:Tohopekaliga Water AuthorityAttn: Director of Engineering951 Martin Luther King BoulevardKissimmee, FL 34741The covenants, terms, and provisions of this Agreement may be modified by way of awritten instrument, mutually accepted by the parties hereto. In the event of a conflictbetween the covenants, terms, and/or provisions of this Agreement and any writtenAmendment(s) hereto, the provisions of the latest executed instrument shall take precedence.SECTION 18.This Agreement shall be construed as resulting from joint negotiation and authorship.No part of this Agreement shall be construed as the product of any one of the parties hereto.SECTION 19.This Agreement shall become effective upon execution by both parties.February 16, 2012

SECTION 20.The COUNTY shall record this Agreement, as required by the Act, immediatelyfollowing the execution by both parties, and provide a copy evidencing recordation to TWA.IN WITNESS WHEREOF, the parties have caused this Agreement to be dulyexecuted through their authorized representatives, on the respective dates set forth below.ATTEST:______________________________Clerk/Deputy Clerk of the BoardBOARD OF COUNTY COMMISSIONERSOSCEOLA COUNTY, FLORIDA_______________________________________Chairman/Vice ChairmanTOHOPEKALIGA WATER AUTHORITY_______________________________________Bruce Van Meter – ChairmanATTEST:____________________________SecretaryFebruary 16, 2012

CATEGORY:Attachment(s):ConsentInterlocal AgreementAPPROVAL OF THE INTERLOCAL AGREEMENT FOR THE BOGGY CREEK ROADPHASE 1 PROJECTExplanation: The Board of Supervisors is requested to approve the InterlocalAgreement for the Boggy Creek Road Phase 1 project (“Project”) between the Authorityand Osceola County.Chapter 163 of the Florida Statutes authorizes local government units to make the mostefficient use of their powers by enabling them to cooperate with each other. This isknown as the Florida Interlocal Cooperation Act of 1969. This Interlocal Agreement is aformal agreement between the County and the Authority to cooperate and coordinatetheir respective work on the Project. By entering into the Interlocal Agreement, theAuthority and the County will both enjoy a coordinated construction effort. A singleconstruction manager will be contracted to construct the work for both entities and willbe responsible for coordinating the concurrent utility and roadway construction activities.This arrangement will reduce the potential for change orders and delay claimscompared to each entity hiring separate contractors for their work.The limits of the Project are from Boggy Creek Road 1,000 feet south of the intersectionwith Osceola Parkway north to 800 feet south of the intersection with Boggy CreekRoad East. Additionally, the project includes 800 feet of Osceola Parkway, west fromthe intersection with Boggy Creek Road. The County’s portion of the Project includesdrainage improvements and roadway widening. The Authority’s portion of the Projectincludes relocation of 2,430 lineal feet of existing 16” force main, water main extensionsconsisting of approximately 900 feet of 30” water main, 6,250 lineal feet of 16” watermain and 800 lineal feet of 24” water main within the project limits.The water main extensions are required per the Authority’s water master plan. Themain will interconnect the Eastern Regional Water System with the Toho III (BVL)system. The 30/24/16-inch water mains and future projects will allow the futuredecommissioning of the BVL and Springlake Village Water Treatment Plants andimprove the ability to move substantial quantities of water east and west across theservice area.Relocation of the existing force main is required to avoid conflicts with the County’sproposed roadway improvements.7D

The County is proposing to construct the 800-foot section of Osceola Parkway and theintersection of Boggy Creek Road and Osceola Parkway in conjunction with theOsceola Parkway Ph. 2 project. If funds are available the intersection of Boggy CreekRoad and Boggy Creek Road East will be constructed also. The remainder of theProject will be constructed at a later date to be determined.The County is proposing to contract with a Construction Manager at Risk (CMAR) forthe roadway and utility work. The CMAR will contract with a utility subcontractor for theTWA work. The CMAR is required to obtain a minimum of three bids for the utility workfrom TWA approved contractors. A Guaranteed Maximum Price (“GMP”) will bedeveloped for the work based on these bids and approved by the Authority and theCounty. The GMP will include the utility construction costs and the proportionate shareof the costs associated with CMAR fees. The GMP will require separate Boardapproval.To reduce issues and change orders the design will include Level A survey services tolocate existing utilities and identify possible conflicts with the alignment of the new watermains and the force main relocation. The Level A survey includes utility designation,subsurface excavations, survey and the use of 3D subsurface utility mapping, whichconsists of multi-channel ground penetrating radar (GPR) and multi-sensorelectromagnetic induction. All of the above items allow for a complete undergroundview of proposed pipe routes. The advantage of this system is that it collects data overa wider area (5 feet wide) per sweep as opposed to the more traditional single channelGPR, which covers an area of a few inches in width. This system is considered toprovide a more accurate depiction of buried utilities, active or inactive, marked orunmarked, within congested right-of-ways leading to fewer unforeseen conditions andconstruction change orders.The Authority’s council, Bryant Miller Olive, has reviewed the Interlocal Agreement.Recommendation: Staff recommends approval of the Interlocal Agreement for theBoggy Creek Road Phase 1 project between the Authority and Osceola County.Interlocal Agreement for Boggy Creek Rd Ph 1.03.14.12.em

INTERLOCAL AGREEMENT BETWEENTHE TOHOPEKALIGA WATER AUTHORITYAND OSCEOLA COUNTYRELATING TO UTILITY INSTALLATION AND MAINTENANCEON BOGGY CREEK ROAD, PHASE ITHIS AGREEMENT is entered into by and between the Tohopekaliga WaterAuthority, an independent special district established and created pursuant to Chapter 189,Florida Statutes, 951 Martin Luther King Boulevard Kissimmee, FL 34741, hereinafterreferred to as “TWA”, and Osceola County, a political subdivision of the State of Florida, 1Courthouse Square, Kissimmee, Florida 34741, hereinafter referred to as “COUNTY”.WHEREAS, Florida Statutes, Chapter 163, known and cited herein as the “FloridaInterlocal Cooperation Act of 1969,” or “Act” authorizes local governmental units to make themost efficient use of their powers by enabling them to cooperate with each other; andWHEREAS, under the Act the COUNTY and TWA may exercise jointly with eachother or another government, any power, privilege, or authority which such governmentsshare, in common and which each might exercise separately; andWHEREAS, the objectives of this Agreement achieve a public purpose, and each ofthe parties represents to the other that they have the power, privilege and authority toundertake and enter into this Agreement; andWHEREAS, the COUNTY will be widening and constructing improvements to BoggyCreek Road Phase I hereinafter referred to as the “Corridor”, as further set forth in the BoggyCreek Road Phase I Construction Plans, approved by Osceola County, signed and sealed byVanasse Hangen Brustlin, Inc, hereinafter referred to as VHB; andWHEREAS, TWA currently owns, operates, and maintains utilities within the existingCOUNTY right of way and the COUNTY needs TWA to relocate its utilities and TWAdesires to construct new utilities within the Corridor hereinafter referred to collectively as the“Utility Improvements” as further set forth in the Toho Water Authority Construction Plans,approved by TWA and Osceola County, signed and sealed by VHB; andWHEREAS, the COUNTY and TWA agree the Utility Improvements will beperformed by the COUNTY on behalf of TWA per the conditions described hereinafter; andWHEREAS, TWA and the COUNTY agree to cooperate and to coordinate in thewidening of and construction of improvements within the Corridor and construction of theUtility Improvements (hereinafter collectively referred to as the “Project”) in an economic,timely and efficient manner, andWHEREAS, TWA and the COUNTY agree the first priority of cooperation andcoordination shall be in the widening of and construction of improvements within and near theFebruary 16, 2012

intersection Boggy Creek Road and Osceola Parkway and the second priority of cooperationand coordination shall be in the widening of and construction of improvements within andnear the intersection of Boggy Creek Road and Boggy Creek Road.NOW, THEREFORE, in consideration of the mutual promises contained herein andother good and valuable consideration, the receipt of which is hereby acknowledged, TWAand the COUNTY do hereby agree as follows:SECTION 1.Each of the above stated recitals is declared to be true and correct and is incorporatedinto this Agreement as if fully set forth hereafter.SECTION 2.This Agreement shall remain in full force and effect until such time as same isterminated by the mutual written Agreement of the parties.SECTION 3.It is anticipated that the COUNTY will contract with a Construction Manager at Riskhereinafter referred to as the “Construction Manager” for the delivery of the Project. TheCOUNTY agrees to and will direct its Construction Manager to incorporate the TWA’sUtility Improvements Construction Plans, into the plans for the Project along with any and alldocuments necessary for bidding and construction of the Utility Improvements. The Countyshall require the Construction Manager to use TWA’s Bid Form, Measurement, and Paymentsection and all other relevant sections of TWA’s Division 0 to Division 16 projectspecifications as applicable to the utility work.The COUNTY agrees to and will direct its Construction Manager to perform a thoroughconstructability review of the Utility Improvements Construction Plans and all projectspecifications prior to bidding and constructing the work.SECTION 4.By and through its Construction Manager, the COUNTY will competitively bid theProject.SECTION 5.TWA shall participate in the COUNTY’s bid selection process to ensure that the costassociated with the Utility Improvements is acceptable. The COUNTY shall be required toobtain a minimum of three bids from qualified Florida licensed underground contractorsapproved by TWA for the TWA Utility Improvements. Upon TWA’s written approval andauthorization to proceed, the COUNTY shall contract for construction management andcause the diligent completion of the Utility Improvements. TWA shall communicate andFebruary 16, 2012

coordinate directly with the COUNTY’s representative or designee on all issues throughoutthe duration of the construction.TWA shall at all times have the right to inspect and approve or reject the workassociated with the Utility Improvements and shall do so in a timely manner. The COUNTYshall invoice TWA monthly for all work associated with the Utility Improvements which hasbeen completed and accepted by TWA during the previous 30 day period. TWA agrees toremit payment to the COUNTY for said services within 30 days of the TWA’s approval ofsame.SECTION 6.In the event that conflicts arise between the roadway design for the Corridor and theUtility Improvements, the COUNTY shall provide reasonable notice of and TWA shallattend project meetings held by the COUNTY to promptly facilitate resolution of the conflict.In the event the conflict requires the COUNTY to conduct additional relocations of TWAutilities as approved by TWA, the work associated therewith shall be processed by theCOUNTY and TWA. TWA shall have the right to participate in change order negotiationsand approve change orders arising from conflicts between the roadway design and the UtilityImprovements.SECTION 7.TWA shall be responsible for the preparation of construction plans associated with theUtility Improvements. TWA shall be responsible for the cost of permitting, constructionadministration, construction costs, CEI services, and CM fees related to the UtilityImprovements. TWA shall provide full-time inspection for the Utility Improvements. Thedetails of the costs will be defined as part of the Guaranteed Maximum Price at a later dateand will be proportionate to the construction bid amount of the utilities to the total projectbid.Should the County require TWA to adjust and or relocate any portion of the completedUtility Improvements constructed in accordance with the conformed documents oradjustments approved by the County to accommodate changes to the roadway or drainagefacility, the County shall be responsible for all costs associated with such adjustment and/orrelocation.SECTION 8.TWA and the COUNTY agree to coordinate closely on the schedule for the Project.Should the COUNTY’s work be delayed due to an intentional or unreasonable delay byTWA, TWA shall be responsible for any and all costs associated with the resulting timedelays to the extent that said delays relate to the COUNTY’ s portion of the work beingperformed. Any delays caused by TWA’s rejection of non-conforming work shall not beconstrued as intentional or unreasonable delays. Time delay claims shall be limited tocritical tasks as defined by the construction schedule in effect at the time of the delay.February 16, 2012

Likewise, should TWA’s utility work be delayed due to an intentional or unreasonabledelay by the COUNTY, the COUNTY shall be responsible for any and all costs associatedwith the resulting time delays to the extent that said delays relate to the TWA’s portion of thework being performed. The COUNTY shall be responsible for any and all costs associatedwith the resulting time delays to TWA’s portion of the work being performed. Time delayclaims shall be limited to critical tasks as defined by the construction schedule in effect at thetime of the delay.If, during the course of construction, temporary planned or unplanned cessation ofTWA’s utility services occurs due to construction activities, it shall not constitute a breach ofthis Agreement on the part of either party hereto and neither party shall be liable to the otherfor damage resulting from such cessation of services. This release of liability shall not beconstrued to release the Construction Manager or its subcontractors awarded the constructioncontract or any other third party from any liability for any damage from whatever causedwhatsoever.SECTION 9.The COUNTY will insure that all necessary construction and dewatering permits forthe roadway improvements also meet the needs of TWA’s proposed improvements; however,TWA is responsible for obtaining all permits that are specific to the relocation of its existingutility lines, only as it relates to, FDEP potable water, and FDEP wastewater permits. TheCOUNTY shall waive the right of way permit and all associated fees for TWA’s utility workfor this project. TWA will waive water and sewer impact fees for temporary constructionfacilities.SECTION 10.At all times subsequent to completion of the Project, TWA shall obtain the necessarypermits in order to maintain and/or repair the utility lines located in the relevant COUNTYright of way. In the event of an emergency, TWA shall notify the COUNTY of its need towork in the right of way, but, at the very least, will ensure proper maintenance of trafficduring the repair work. TWA’s continued use of the subject right of way shall not impedethe use of the roadway, or the COUNTY use and/or enjoyment of same.SECTION 11.TWA has the right to participate in any dispute resolution proceedings with theConstruction Manager related to TWA utility work so long as TWA pays its proportionateshare of any associated costs. Proportionate share of the associated dispute resolution costsshall be determined by the proportionate contract value of the disputed item to the overallproject value. The COUNTY, to the extent provided by law, shall defend, save, and holdharmless TWA from any and all legal actions, claims or demand by any person or legal entityagainst TWA rising out of any negligent act of the COUNTY’s officers, employees, servants,or agents, during construction of the Project. TWA, to the extent provided by law, shallFebruary 16, 2012

defend, save, and hold harmless the COUNTY from any and all legal actions, claims ordemands by any person or legal entity against the COUNTY arising out of any negligent actof TWA’s officers, employees, servants, or agents, during construction of the Project.However, nothing contained herein shall constitute a waiver of any of either party’ssovereign immunity and the limitations set forth in Section 768.28, Florida Statutes.SECTION 12.This Agreement, including referenced exhibits and attachments hereto, constitutes theentire Agreement between the parties and shall supersede, replace and nullify any and allprior Agreements or understandings, written or oral, relating to the matters set forth herein,and any such prior Agreements or understandings shall have not force or effect whatsoeveron this Agreement.SECTION 13.The laws of the State of Florida shall govern all aspects of this Agreement. In theevent it is necessary for either party to initiate legal action regarding this Agreement, venueshall lie in Osceola County, Florida. The parties hereby waive their right to trial by jury inany action, proceeding or claim, arising out of this Agreement, which may be brought byeither of the parties hereto.SECTION 14.All clauses found herein shall act independently of each other. If a clause is found tobe illegal or unenforceable, it shall have no effect on any other provision of this Agreement.It is understood by the parties hereto that if any part, term or provision of this Agreement isby the courts held to be illegal or in conflict with any law of the State of Florida or the UnitedStates, the validity of the remaining portions or provisions shall not be affected, and therights and obligations of the parties shall be construed and enforced as if the Agreement didnot contain the particular part, term or provision held to be invalid.SECTION 15.Failure of the parties to insist upon strict performance of any of the covenants, terms,provisions, or conditions of this Agreement or to exercise any right of option hereincontained, shall not be construed as a waiver or a relinquishment for the future of any suchcovenant, term, provision, or condition, or right of election, but same shall remain in fullforce and effect.February 16, 2012

SECTION 16.The parties hereto agree and understand that written notice, mailed or delivered, to thelast known mailing address, or address provided by the other party, shall constitute sufficientnotice to the COUNTY and TWA. All notices required and/or made pursuant to thisAgreement to be given to the COUNTY and TWA shall be in writing and given by way ofthe United States Postal Service, first class mail, postage prepaid, addressed to the followingaddresses of record.COUNTY:Copy to:TWA:Osceola CountyAttn: County Manager1 Courthouse Square, Suite 4700Kissimmee, Florida 34741Osceola County Public Works DepartmentAttn: Public Works Administrator1 Courthouse Square, Suite 3100Kissimmee, Florida 34741Tohopekaliga Water AuthorityAttn: Executive Director951 Martin Luther King BoulevardKissimmee, FL 34741SECTION 17.Copy to:Tohopekaliga Water AuthorityAttn: Director of Engineering951 Martin Luther King BoulevardKissimmee, FL 34741The covenants, terms, and provisions of this Agreement may be modified by way of awritten instrument, mutually accepted by the parties hereto. In the event of a conflictbetween the covenants, terms, and/or provisions of this Agreement and any writtenAmendment(s) hereto, the provisions of the latest executed instrument shall take precedence.SECTION 18.This Agreement shall be construed as resulting from joint negotiation and authorship.No part of this Agreement shall be construed as the product of any one of the parties hereto.SECTION 19.This Agreement shall become effective upon execution by both parties.February 16, 2012

SECTION 20.The COUNTY shall record this Agreement, as required by the Act, immediatelyfollowing the execution by both parties, and provide a copy evidencing recordation to TWA.IN WITNESS WHEREOF, the parties have caused this Agreement to be dulyexecuted through their authorized representatives, on the respective dates set forth below.ATTEST:______________________________Clerk/Deputy Clerk of the BoardBOARD OF COUNTY COMMISSIONERSOSCEOLA COUNTY, FLORIDA_______________________________________Chairman/Vice ChairmanTOHOPEKALIGA WATER AUTHORITY_______________________________________Bruce Van Meter – ChairmanATTEST:____________________________SecretaryFebruary 16, 2012

Category: ConsentAPPROVAL OF SPONSORSHIP FOR EDUCATION IN THE PARK INCONJUNCTION WITH OSCEOLA COUNTY SCHOOL BOARDExplanation: On April 28, 2012 the Osceola County School District will host theireleventh annual “Education in the Park” event The event is a family-fun day withdisplays by Osceola public, private and charter schools, community agencies and otheryouth and educational organizations in the community. All activities at the event arefree to the public. Last year’s event drew a crowd of 20,000+ attendees and a largercrowd is anticipated this year. Education in the Park has evolved into the largest youthorientedevent in Osceola County featuring over 100 individual booths with freeinteractive displays for parents and children.The Osceola County School District solicits sponsorships from local businesses andprofessional groups. For the past eight years, Toho Water Authority and formerly theDepartment of Water Resources, has participated in the event with a monetarysponsorship, a booth involving water education and a hands on activity for children andadults. The Authority sponsored this event at the Gold Apple Sponsor level in 2011 andis requesting to continue this level for 2012. The benefits of a sponsorship at the GoldApple level of $3,000 are:A 10’x10” tent in a prime booth locationTrophy and recognition on stageTwo invitations to the Scholarship Awards Event for the Education FoundationLogo on event banner day of the eventInvitation to a “Lunch and Learn” tour with the Education FoundationCompany name on print ads, school district website, electronic newsletter,Twitter postings, and press releasesThe request for sponsorship of the 2012 event meets the criteria outlined by TohoWater Authority Board of Supervisors Community Sponsorships and ContributionsPolicy (TWA 2004-01).Recommendation: Staff recommends a sponsorship in the amount of $3,000.00 forthis annual educational event.EducationintheParkSponsorship5.14.12.mg7E

CATEGORY:Attachment(s):ConsentEvaluation Score SheetContractAPPROVAL OF JANITORIAL SERVICES CONTRACT TO SUNSHINE CLEANINGSYSTEMSExplanation: Currently, janitorial services are provided to the Authority’s facilities byUSSI, Inc. through a contract awarded on February 23, 2011 which has expired.RFP 12-013 Janitorial Services was prepared and advertised on January 5, 2012 with adue date of January 31, 2012 at 2p.m. The RFP consisted of the addition of janitorialpaper and plastic products that the vendor is to provide. The previous contract withUSSI, Inc. did not include supplies leaving the responsibility for replenishing supplies tothe TWA staff. An analysis was done on the monies spent on supplies and it was notenough to justify including in the contract. The RFP also consists of four (4) one (1)year renewal options after the first year. Eleven (11) proposals were received onJanuary 31, 2012 at 2p.m. An evaluation committee, which consisted of JohnShuttlesworth, Facility Coordinator; Migdalia Sanchez, Operations Secretary; and RickVester, Operator evaluated the submittals. Adana Lumsden, Purchasing Manageracted as an advisor. The submittals were short listed to three (3) firms and ranked asfollows: 1) Sunshine Cleaning Systems, 2) D & A Building and, 3) GMI Group.Sunshine Cleaning Systems has been notified on the recommendation to award andhas agreed to provide janitorial services for the Authority honoring the following monthlyprices as listed in their proposal:LocationMonthly PriceAdministrative Building $4,400Purchasing/Warehouse $79Sandhill WRF $367Camelot WRF $204North Bermuda $336Lab $260Lab Trailer $108Maintenance Ops $342South Bermuda $401West Field Ops $278BVL $208Field Ops $406Field Ops Trailer $1007F

Total extended monthly price for all locations - $7,489, total price for one (1) year for alllocations - $89,868. The current estimate to provide staff janitorial services for all of theAuthority’s facilities is between $90,000 and $110,000, excluding one-time startupcosts. This estimate is based on a staff of between 2.5 to 3.0 FTEs with an averagesalary of $27,000, plus benefits and related janitorial equipment.Recommendation: Staff recommends approval of Sunshine Cleaning System’sproposal in the amount of $7,489 for total extended monthly price for all locations and$89,868 for one (1) year price for all locations.Approval of Janitorial Services.03.14.12.al

Evaluation CriteriaREQUEST FOR PROPOSAL 12-013JANITORIAL SERVICESEVALUATION SHEETPage 1 of 1Max PtsAllowedSunshineCleaningScores for:D & A Building GMI Group1. Firm’s Qualifications and Experience 20 20 19.3 18.32. Similar Projects 25 23.3 23 23.33. Project Approach 30 22.3 20 244. Price 25 23 24 20TOTAL SCORE 100 88.6 86.3 85.6RANKING #1 #2 #3COMMENTS:

CATEGORY: ConsentAttachments: Scope of Services, Contract AddendumAPPROVAL OF A $114,545 SCOPE OF SERVICES WITH MALCOLM PIRNIE, INC.TO PROVIDE CONDITION ASSESSMENT AND ENGINEERING DATA ANALYSISFOR WATER TREATMENT AND WATER RECLAMATION FACILITIESExplanation: On September 23, 2009, the Board of Supervisors approved a ConsultingServices Agreement with Malcolm Pirnie, Inc. to perform a comprehensive conditionassessment of the Authority’s Water Reclamation Facilities, Water Treatment Facilitiesand Lift Stations.Comprehensive asset management allows the Authority to plan, operate, and maintaininfrastructure assets at an acceptable cost and at a prescribed level of service.Development of the Authority’s asset management program requires detailedinformation and condition data regarding its assets. The goal of this project is to performa condition assessment of four treatment facilities and capture the informationnecessary to optimally manage these assets. Assets at the treatment facilities willinclude buildings, tanks, motors, pumps, valves, instrumentation and controls.The condition assessment will include a determination of the “Physical Condition” (thecurrent state of repair and operation of the assets as influenced by age, historicalmaintenance and operating environment) and the “Process Condition” (the ability of theassets to meet operational requirements now and into the future) of each facility’sstructural, mechanical and electrical components.The information to be captured includes: asset name/number, asset class, parent asset(where applicable), inspection date, link to photo record, overall condition score,consequence of failure (significance to plant operations if the asset was to fail), criticality(calculated value used to prioritize repair, rehabilitation or replacement activities),installation costs, replacement costs, useful life, remaining useful life, and manufacturernameplate data (where available). This information will be provided in a form andmanner that will allow it to be uploaded into TWA’s existing work management system(DataStream/EAM) with minimal manual efforts from TWA staff. An estimate ofremaining useful life for each asset will be developed based on available data,manufacturer’s information, staff interviews, visual inspection and engineeringjudgment. The procedures and data management tools to be used for this project arethose used on the previously completed condition assessment engagements.7G

The water and wastewater treatment facility assets included in this project’s scope arethose located at: Northwest WTP and Camelot Water Reclamation Facilities (WRF).The remaining above ground assets (Water Reclamation, Water Treatment and LiftStation facilities) will be assessed by staff. The following table represents the currentprogress of facility assessment.Toho IToho IIToho IIIToho IVAssessment CompletedStatus Water Treatment Plants Water ReclamationFacilitiesRichard McLaughlin WTPSouthwest WTPParkway WTPCamelot West WTPSouth Bermuda WWTPSandhill Road WWTPParkway WWTPIncluded in this proposal Northwest WTP Camelot WWTPBay Lakes WTPAssessment to be performed byHidden Glen WTPStaffIntercession City WTPAssessment to be performed byStaffAssessment to be performed byStaffAssessment CompletedHarmony WTPBVL WTPPeabody WTP (#2)Huron WTP (#5)Bella Lago WTP (#6)Harmony WWTPCypress West WWTP (#2)Lake Marion WWTP (#5)This work will be funded through the Engineering Operating Budget, ProfessionalServices funds for asset management.Recommendation: Staff recommends approval of this $114,545 scope of services forMalcolm Pirnie, Inc. to provide condition assessment and engineering data analysis forNorthwest WTP and Camelot WRF.WRF&WTF Condition Assessment.03.14.12.tan

EXHIBIT A – SCOPE OF SERVICESToho Water AuthorityPlant & Lift Station Inventory & Condition Assessment 2012PROJECT DESCRIPTIONThis Scope of Services outlines the engineering and management consulting services required tosuccessfully complete the inventory and condition assessment for the following plants:Water Treatment Facility: Northwest WTPWater Reclamation Facility: Camelot WRFThe following bullets address the main work elements that will be further described in thisdocument.GENERALProject Kick-off MeetingData Collection & Review of available Infor EAM Asset spreadsheets, FacilityDrawings, Permits, and ReportsDetailed Field Condition Assessments & Process Condition & Consequence of FailureCondition InterviewsEngineering Data Analysis for Financial and Asset Management AttributesData Input into Spreadsheet Template for Upload to Infor EAMData QA/QCDraft Results Workshop covering all PlantsFollow-Up Inspections based on Toho InputFinal Technical Memorandum on Results including Asset Excel Spreadsheets and PhotoCD’sThe CONSULTANT (Malcolm Pirnie) shall furnish professional engineering and managementservices required during the plant inventory and condition assessments.TWA will provide access to all available past work order history data for a select group of assetsthat exhibit the highest physical condition scoresTWA will provide access to the assets located at all plants for the CONSULTANT to perform theassessments.TWA will provide operations and maintenance staff to accompany the CONSULTANT’s staff toeach plant for the purpose of removing equipment, opening electrical cabinets or any other lockedassets and for interviews related to asset consequence of failure and process conditions.Toho Water Authority Plant & Lift Station Inventory & Condition Assessment 2012 Page 1

TWA will provide access to necessary documents such as Infor EAM electronic asset data,drawings, permits, reports, etc for purposes of evaluating the assets.PLANT INVENTORY & CONDITION ASSESSMENT SERVICESTask 1 - Project Management Services1.1 General Project Management Services: The effort included in General Project ManagementServices is estimated based upon the tasks and duration of this Scope of Services. ProjectManagement effort includes project staffing, budget, and schedule management over theanticipated life of this project. The project management services included under this and thetasks listed below shall cover all phases of this project. Project Management will beongoing for the duration of the project. If for any reason the schedule is extended forreasons other than caused by the CONSULTANT, extended project management time isnecessary and these fees may increase.1.2 Status Report/Invoicing: The CONSULTANT shall prepare a monthly status report(invoice) for summarization of the current status of the project and coordinate all invoicingrelated to the project.Task 2 - Preliminary Activities2.1 Project Kickoff Meeting: The CONSULTANT shall arrange and coordinate a ProjectKickoff Meeting with TWA’s team to review the project intent, the scope of services, theeffort and schedule for the condition assessment work, project contacts andcommunications, site access, and invoicing procedures. The CONSULTANT will prepareand distribute the meeting minutes.2.2. Data Collection & Review: The consultant will formally request certain documents anddata necessary to perform the asset assessments. This data will be reviewed andincorporated as appropriate into the field assessment work and process and consequence offailure interviews. The Infor EAM asset data received will be organized into theappropriate excel spreadsheet format to allow for future uploading. All of the necessaryasset information will be complied into field notebooks to expedite the field assessmentprocess.Task 3 – Detailed Condition Assessments3.1 Detailed Assessments: The CONSULTANT will perform a multi-day comprehensiveassessment for the 2 plants, including any supply well sites, by the Core Mechanical Teamand Specialty Electrical and Structural Team during which time all the detailed inventoryand physical condition information will be obtained. Discussions with O&M staff willoccur during each day with detailed interviews occurring on the last day of each facilityinspection to assist in developing the process condition ratings and consequence of failurescoring.Toho Water Authority Plant & Lift Station Inventory & Condition Assessment 2012 Page 2

3.2 Engineering Data Analysis: The CONSULTANT will perform data analysis on the plantstation assets to calculate the asset management attributes including Overall ConditionScore, Consequence of Failure Score, Criticality Score, Installation Cost, Replacement cost(2007), Useful Life, and Remaining Useful life. Financial calculations will be based oncosts obtained from TWA, utilities in Florida, and RS Means 2007. ENR indices andinflation factors will be used to back calculate the asset installation cost. All costs willinclude a percentage for design and project management so that they are comprehensive forrenewal and replacement planning. Useful life estimates will be based on industrystandards and interviews with TWA. Remaining Useful life estimates for assets will thenbe based on age and condition scores.3.3 Data Input: All field obtained data and calculated data will be input by theCONSULTANT into an excel spreadsheet template for import by TWA into INFOREAM.3.4 QA/QC: The CONSULTANT will provide the necessary experienced staff to performquality control and analysis on the field collected data for the poor scoring assets andoverall reviews of all engineering calculations.3.5 Draft Results Workshop: The CONSULTANT will prepare a presentation that willreview the scoring methodology, summarize the overall results of the plant conditionassessment, including the physical and process condition and overall criticality (risk)ratings, and discusses the requirements for keeping the data current through futureinspections. Projections for necessary Renewal and Replacement dollars by year willalso be included. The CONSULTANT will prepare and distribute the meeting minutes.3.6 Follow up Inspections: Under this task, the CONSULTANT’s assessment team willconduct up to one day of follow-up visit(s) at the facilities as required following thecomments on from the Draft Results Workshop. Any assets that were out of service at thetime of inspections or assets that scored poorly could be reevaluated at this time. Therevised data will be incorporated into the excel spreadsheets as well as the Final ResultsTechnical Memorandum.3.7 Final Results Technical Memorandum and Data Delivery: The CONSULTANT willprovide to TWA the final asset list with attribute data in excel format. TheCONSULTANT will also provide the final data from the Results Review Presentationincluding any changes from the follow- up assessments.ASSUMPTIONSThe following text describes the assumptions made in the creation of this scope of services and theestimated engineering services fee for this project. Assumptions include:TWA will provide electronic or paper copies of available as-builts of the plants as wellas Infor EAM asset data, maintenance data, capacity data, and regulatory compliancedocuments.TWA will provide meeting facilities for the CONSULTANT to facilitate any MeetingsToho Water Authority Plant & Lift Station Inventory & Condition Assessment 2012 Page 3

or Workshops.TWA will provide staff to provide access to the asset and facilities at the plants in atimely manner that is consistent with the project schedule.SCHEDULECONSULTANT’S services shall commence upon written authorization from TWA to complete aspecific work assignment under this program, which will constitute Notice to Proceed (NTP).Within 14 calendar days after the NTP, the CONSULTANT shall submit a detailed projectschedule for each work assignment demonstrating how the services are to be performed. Thisschedule will be updated periodically throughout the project as described under Task 1 – ProjectManagement Services.PROJECT SCHEDULEMilestonePlant Inventory & Condition AssessmentDate Due from NTP90 daysThe CONSULTANT shall notify TWA in writing of any delays beyond the CONSULTANT’Scontrol in accordance with the Agreement. TWA may grant a time extension for reasons sodocumented at its sole discretion. The CONSULTANT will not bill for services not performed.Lump Sum Fee $114,545PROJECT FEEEND OF SCOPEToho Water Authority Plant & Lift Station Inventory & Condition Assessment 2012 Page 4

CATEGORY:Consent AgendaAttachment: Resolution Modifying System Development Charges PolicyForm of Agreement for Installment Payment of SystemDevelopment Charges Related to Governmental PropertiesAPPROVAL OF SYSTEM DEVELOPMENT CHARGES POLICY AMENDMENT TOPROVIDE FOR TIME PAYMENT OF FEES BY GOVERNMENTS (RESOLUTION2012-001)Explanation: At the December 8, 2010 meeting the Board of Supervisors approved aresolution approving a consolidated system development charges policy for theAuthority. Within that resolution and policy was the establishment of a policy that allowsbusiness or commercial development to pay their respective water and wastewatersystem development charges on an installment basis over a five or ten year period.The policy establishes this installment payment of the system development charges forthe property owners and tenants of the business or commercial property. The policy isnot applicable to governments because there is no manner to secure governmentalproperty if there is failure to pay. Because the Authority has no right to place a lien ongovernmental property, securing payment is problematic.After discussions between staff, the Board and the Authority’s counsel anamendment is proposed to the system development charge policy to allow governmentsin special circumstances to pay system development charges on an installmentpayment basis. This must be accomplished by separate agreement. Among otherterms, it is recommended that the government must acknowledge and agree to theextension of payments in the form of a monthly or annual surcharge or payment, mustagree that any TWA utility service can be discontinued for non-payment, and that, in theevent of non-payment, no rights or interest whatsoever in the water or wastewatercapacity represented by the sum of the unpaid balance of the system developmentcharges shall ever vest in the governmental owner (or any other owner) of the subjectproperty. As well, such an agreement must allow for the recognition of amounts dueTWA, repayment obligations and other reasoned covenants to pay.TWA general counsel has prepared a resolution incorporating this recommended policyinto the previous System Development Charges Policy previously adopted by theBoard.Recommendation: Staff recommends approval of the Resolution 2012-001 modifyingthe System Development Charges Policy providing for a system development chargesinstallment payment policy for governments under limited circumstances.7H

Resolution Adopting RevisedPayment Procedures for GovernmentRESOLUTION NO. 2012-001A RESOLUTION OF THE BOARD OF SUPERVISORS OF THETOHOPEKALIGA WATER AUTHORITY PROVIDING FORINSTALLMENT PAYMENT OF WATER AND WASTEWATERIMPACT FEES (IN THE FORM OF SYSTEM DEVELOPMENTCHARGES) BY CERTAIN GOVERNMENTAL AGENCIES BYAGREEMENT IN SPECIAL CIRCUMSTANCES; ANDPROVIDING FOR APPLICABILITY AND AN EFFECTIVEDATE.BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TOHOPEKALIGAWATER AUTHORITY:SECTION 1. AUTHORITY. This Resolution is adopted pursuant toChapter 2003-368, Laws of Florida, as amended, and other applicable laws (the "Act").SECTION 2. FINDINGS It is hereby ascertained, determined anddeclared by the Board of Supervisors (the "Board") of the Tohopekaliga Water Authority (the"Authority") that:(A)Pursuant to Section 12(3) of the Act, the Authority after notice and publichearing has determined to change and revise certain water and wastewater impact fees; saidfees are referred to as and collected as system development charges in Authority ResolutionNo. 2010-021, as amended (the “System Development Charge Resolution”).(B)The System Development Charge Resolution allows for the installment paymentof certain system development charges or impact fees.(C)The system development charges or impact fees provided for in the SystemDevelopment Charge Resolution were calculated based upon the most recent and localizeddata.

(D)Unlike private property, no lien by the Authority can legally attach to public orgovernmental property.(E)Under special circumstances and where the Executive Director or his designeedetermines installment payment of system development charges are feasible and prudent, theAuthority may undertake to accept system development charges in installments fromgovernmental property owners.SECTION 3.COMPLIANCE REQUIREMENTS.(A)The impact fees and/or system development charges provided for in thisResolution shall be accounted for and reported as provided for in the Florida Impact Fee Actand the System Development Charge Resolution, as amended.(B)Any agreement to extend the payment of impact fees or system developmentcharges should include provisions or be in a form that addresses or identifies the followingcomponents: (1) clear identification of the amount and calculation of the fees, (2) interest rate,(3) payment terms, (4) acknowledgement that additional fees may be required upon futuredevelopment, (5) a covenant to execute future instruments to carry out intent of the parties, (6)a covenant to budget and appropriate in the government’s annual budget amounts necessary topay the obligations as and when due together with an anti-dilution test; (7) events of default,remedies, and payment of enforcement costs, (8) the term of the agreement, (9) compliancewith all necessary provisions for the agreement to be an interlocal agreement, together withfiling costs, (10) review by counsel and the Executive Director, and (11) such other provisionsreasonably necessary to assure timely payment as promised, without resort to means ofenforcement or collection. A specimen form acceptable to the Board, with such necessary2

modifications or changes as reasonably required to carry out the policy and delegatedauthority provided herein is attached for reference.(C)Use of such agreements with governmental entities should be limited andconstrained; and, shall be at all times subject to the sole determination of the Authority by andthrough its Executive Director or Board as to whether it can or is willing to extend the paymentof such charges.SECTION 4. APPLICABILITY AND EFFECTIVE DATE. This Resolutionshall be liberally construed to effect the purposes hereof and shall take effect immediately uponits adoption.PASSED AND DULY ADOPTED by the Board of Supervisors of the TohopekaligaWater Authority on the ____ day of20____.BOARD OF SUPERVISORS OF THETOHOPEKALIGA WATER AUTHORITYBy:Bruce R. Van Meter, ChairmanATTEST:Tom White, Secretary3

Resolution Adopting RevisedPayment Procedures for GovernmentAPPENDIX ASPECIMEN FORM OF INTERLOCAL AGREEMENT

This instrument prepared by andafter recording return to:Ray Biron, System Development Charge CoordinatorTohopekaliga Water Authority951 Martin Luther King Blvd.Kissimmee, Florida 34741_____________________________ [Space above This Line for Recording Data] _____________________________INTERLOCAL AGREEMENTTHIS INTERLOCAL AGREEMENT, made and entered as of the ____ day of______________ 20____, by and between Osceola County, Florida, a political subdivision of the State ofFlorida, its successors and assigns, hereinafter referred to as the “County” and the Tohopekaliga WaterAuthority, an independent special district, established and created pursuant to Chapter 189, FloridaStatutes, by special act of the Florida Legislature, hereinafter referred to as “TWA.”W I T N E S S E T H:NOW, THEREFORE, in consideration of the mutual covenants herein contained and for othergood and valuable consideration each to the other, receipt of which is hereby acknowledged by eachparty, the County and TWA hereby agree, stipulate and covenant as follows:SECTION 1.CONSTRUCTION.(A) Words importing the singular number shall include the plural in each case and vice versa,and words importing persons shall include firms and corporations. The terms “herein,” “hereunder,”“hereby,” “hereto,” “hereof,” and any similar terms, shall refer to this Agreement; the term “heretofore”shall mean before the date this Agreement is executed; and the term “hereafter” shall mean after the datethis Agreement is executed.(B) Each recital, covenant, agreement, representation and warranty made by a party hereinshall be deemed to have been material and to have been relied on by the other parties to this Agreement.Both parties have participated in the drafting and preparation of this Agreement and the provisions hereofshall not be construed for or against any party by reason of authorship.SECTION 2. SECTION HEADINGS. Any headings preceding the texts of the severalArticles and Sections of this Agreement and any table of contents or marginal notes appended to copieshereof shall be solely for convenience of reference and shall neither constitute a part of this Agreementnor affect its meaning, construction or effect.SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that:(A) TWA is responsible and authorized by law to facilitate planning for the necessary capacityexpansion of its water and wastewater Utility System, to require all Development that places additionaldemand on the Utility System to contribute a proportionate share in the form of impact fees or systemdevelopment charges (hereinafter, “System Development Charges”) to accommodate impacts having arational nexus to the proposed Development and for which the need is reasonably attributable to theproposed Development.

(B) "Development" means any installation, siting or construction of a building, or use of land,or other activity or improvement, or any additional square footage (area) of a then existing building or use,or any net increase in the size or use of a then existing building or land, in a manner that is deemed toincrease the demand for, or impact upon, the TWA utility system (“Utility System”).(C) TWA is empowered to collect system development charges whenever a property owneror his or her authorized representative applies for a building permit to construct, install, or alter anystructure or improvement where such structure or improvement increases potential demand on TWAfacilities.(D) The County has asked TWA to allow for payment of a system development charge in themanner provided herein in exchange for its promise to faithfully budget and appropriate the payment in themanner provided herein.SECTION 4.SYSTEM DEVELOPMENT CHARGES.(A) The County desires to engage in or to cause a net increase in the size or use of anexisting building or on land [describe project], in a manner that is deemed to increase the demand for orimpact upon the Utility System. This Agreement documents the agreed upon extended payment of suchcharges and the covenant and the payment covenants from the County to TWA.(B)Such charges are $______(1) Water system development charges (____ GPD x $____/GPD) = $____(2) Sewer system development charges (___ GPD x $____/GPD) = $____(3) Sewer connection = $____(4) Recording fees = $____(C) Until paid, the foregoing amounts shall accrue interest from the date hereof at a rate of______% per annum on the balance from time to time remaining unpaid. Said principal and interest shallbe payable in lawful money of the United States of America at such place as may hereafter be designatedby written notice from TWA, is secured by the lien as described herein, and shall be due on the date andin the manner as follows:(1) 10 annual payments of $______ paid on or before ________________, 20___from the County to TWA. Notwithstanding any billing method or arrangement, County acknowledgesresponsibility for timely making each successive payment until paid in full, and that the balance shall bedue on all or any part of the property.(2) The County waives presentment, demand for payment, protests associated withnotice of non-payment, notice of dishonor and diligence in collection, or any other defense or counterclaimto non-payment of every kind or nature. Time is of the essence.(3) County agrees to pay all costs, including reasonable attorney’s fees, whether suitis brought or not, at local and appellate levels if suit is instituted; including if counsel shall be employed toenforce or collect the amounts due TWA hereunder or protect the lien or priority thereof.(D) The County acknowledges that if there is additional or future activity or improvement onthe subject property, or additional square footage (area) of a building or use, or net increase in the size ofa building in a manner that is deemed to increase the demand for or impact upon the Utility System, thenadditional system development charges or other rates, fees and charges may become due.(E) The County shall execute, acknowledge and deliver, or cause to be executed,acknowledged and delivered, from time to time such supplements hereto and such further instruments,corrective or otherwise, as may reasonably be required to carry out the intention of this Agreement.6

SECTION 5. PAYMENT OF PRINCIPAL AND INTEREST; LIMITED OBLIGATION. TheCounty promises that it will promptly pay the principal of and interest on the foregoing payment obligationin the manner provided herein. Such obligation is secured by a pledge of and lien upon all legallyavailable revenues of the County other than ad valorem tax revenue. Such obligation shall not be orconstitute a general obligation or indebtedness of the County as a “bond” within the meaning of Article VII,Section 12 of the Constitution of Florida, but shall be payable solely from the revenues pledged hereunderin accordance with the terms hereof. Neither TWA nor any successor shall ever have the right to compelthe exercise that any ad valorem taxing power or use of ad valorem tax revenue to pay the obligation, orbe entitled to payment of such obligation from any funds of the County except from such legally availablerevenues.SECTION 6.COVENANT TO BUDGET AND APPROPRIATE.(A) Subject to the next paragraph, the County covenants and agrees and has a positive andaffirmative duty to appropriate in its annual budget, by amendment, if necessary and to deposit into aSystem Development Charge Fund to be hereinafter created, amounts sufficient to pay principal of andinterest as the same shall become due. Such covenant and agreement on the part of the County tobudget, appropriate and deposit such amounts shall be cumulative to the extent not paid, and shallcontinue until such non-ad valorem revenues or other legally available funds in amounts sufficient to makeall such required payments shall have been budgeted, appropriated, deposited and actually paid. No lienupon or pledge of such budgeted non-ad valorem revenues shall be in effect until such monies arebudgeted, appropriated and deposited as provided herein. The County further acknowledges and agreesthat the obligations of the County to include the amount of such payments in each of its annual budgetsand to pay such amounts from non-ad valorem revenues may be enforced in a court of competentjurisdiction in accordance with the remedies set forth herein.(B) Until such monies are budgeted, appropriated and deposited as provided herein, suchcovenant to budget and appropriate does not create any lien upon or pledge of such non-ad valoremrevenues, nor does it preclude the County from pledging in the future its non-ad valorem revenues, nordoes it require the County to levy and collect any particular non-ad valorem revenues, nor does it giveTWA a prior claim on the non-ad valorem revenues as opposed to claims of general creditors of theCounty. Such covenant to budget and appropriate non-ad valorem revenues is subject in all respects tothe prior payment of obligations secured by a pledge of such non-ad valorem revenues heretofore orhereafter entered into (including the payment of debt service on bonds and other debt instruments).Anything in this Agreement to the contrary notwithstanding, it is understood and agreed that all obligationsof the County hereunder shall be payable from the portion of non-ad valorem revenues budgeted andappropriated and deposited as provided for herein and nothing herein shall be deemed to pledge advalorem tax power or ad valorem taxing revenues or to permit or constitute a mortgage or lien upon anyassets owned by the County and neither TWA nor any other person, may compel the levy of ad valoremtaxes on real or personal property within the boundaries of the County or the use or application of advalorem tax revenues in order to satisfy any payment obligations hereunder or to maintain or continue anyof the activities of the County which generate user service charges, regulatory fees, or any other non-advalorem revenues. Notwithstanding any provisions of this Agreement to the contrary, the County shallnever be obligated to maintain or continue any of the activities of the County which generate user servicecharges, regulatory fees or any non-ad valorem revenues. Until such monies are budgeted, appropriatedand deposited as provided herein, neither this Agreement nor the obligations of the County hereundershall be construed as a pledge of or a lien on all or any legally available non-ad valorem revenues of theCounty, but shall be payable solely as provided herein subject to the availability of non-ad valoremrevenues after satisfaction of funding requirements for obligations having an express lien on or pledge ofsuch revenues, payment of services and programs which are for essential public purposes affecting thehealth, welfare and safety of the inhabitants of the County, and the provisions of applicable law.SECTION 7. ANTI-DILUTION TEST. The County may incur additional debt secured byall or a portion of its non-ad valorem revenues only if the total amount of non-ad valorem revenues for theprior fiscal year were at least two (2) times the maximum annual debt service of all debt (including all longtermfinancial obligations appearing on the County’s most recent audited financial statements and the debt7

proposed to be incurred) to be paid from non-ad valorem revenues (collectively, "Debt"), including anyDebt payable from one or several specific revenue sources. For purposes of calculating maximum annualdebt service, balloon indebtedness shall be assumed to amortize in up to 20 years on a level debt servicebasis. In the event that the County is required to fund a reserve fund, the funding of such reserve fundshall be included in the calculation of debt service.SECTION 8.EVENTS OF DEFAULT; REMEDIES.(A) The following shall constitute "Events of Default": (1) if the County fails to pay anypayment of principal of or interest or other debt payable hereunder from any non-ad valorem revenues asthe same becomes due and payable; (2) if the County defaults in the performance or observance of anycovenant or agreement contained in this Agreement (other than set forth in (1) above) and fails to cure thesame within thirty (30) days following notice thereof; or (3) filing of a petition by or against the Countyrelating to bankruptcy, reorganization, arrangement or readjustment of debt of the County or for any otherrelief relating to the County under the United States Bankruptcy Code, as amended, or any otherinsolvency act or law now or hereafter existing, or the involuntary appointment of a receiver or trustee forthe County, and the continuance of any such event for 90 days undismissed or undischarged.(B) Upon the occurrence and during the continuation of any Event of Default, TWA may, inaddition to any other remedies set forth in this Agreement, either at law or in equity, by suit, action,mandamus or other proceeding in any court of competent jurisdiction, protect and enforce any and allrights under the laws of the State, or granted or contained in this Agreement, and may enforce and compelthe performance of all duties required by this Agreement, or by any applicable statutes to be performed bythe County.(C) In case of an Event of Default, the remaining unpaid amount under the obligation providedfor herein shall be immediately due and payable.(D) The execution of this Agreement has been duly authorized by resolution of the County,and TWA shall be entitled to rely upon this Agreement as evidence thereof. In the event any amount isnot timely paid to TWA as provided for hereunder, TWA is irrevocably and without qualification directedand authorized to reduce the County Transfer Amount and/or the Annual Transfer Amount which may bedue and owing the County under that certain Interlocal Agreement recorded in Official Record Book 2296,at Page 212, in the Public Records of Osceola County, Florida, by the amount due and owing TWAhereunder and the County hereby irrevocably releases TWA from any claim for the portion or amount ofany such transfer so waived by this Agreement.SECTION 9. FILING. This Agreement or any modification hereof shall be filed with the Clerkof the Circuit Court in the Official Records of Osceola County, Florida.SECTION 10.PROFESSIONAL FEES; COSTS.(A) Except as expressly provided otherwise in this Agreement, each party shall beresponsible for securing its own counsel for representation relative to the negotiation, preparation andimplementation of this Agreement, and all other matters associated with the implementation orperformance hereunder; unless otherwise specified herein, and each party shall be responsible for thepayment of the fees of its own attorneys, engineers, accountants and other professional advisors orconsultants in connection therewith.(B) In any litigation arising out of this Agreement, the prevailing party in such litigation shall,subject to the limitation imposed by Section 768.28, Florida Statutes, be entitled to recover reasonableattorneys’ fees and costs.SECTION 11. TERM OF AGREEMENT. The term of this Agreement shall commence uponexecution by both parties hereto and shall continue until terminated by law, or the entirety of obligations toTWA hereunder are paid in full, or at any time by a written agreement between the parties hereto;8

provided, however, that no termination shall impair the rights of any holders of debt obligations of eitherthe County or TWA.SECTION 12.FAILURE OF PERFORMANCE.(A) A breach of this Agreement shall mean a material failure to comply with any of theprovisions of this Agreement. Unless otherwise provided herein, any party breaches any obligation herein,then, upon receipt of written notice by the non-breaching party, the breaching party shall proceed diligentlyand in good faith to take all reasonable actions to cure such breach and shall continue to take all suchactions until such breach is cured.(B) Unless otherwise provided herein, the parties to this Agreement may proceed at law or inequity to enforce their rights under this Agreement.SECTION 13. AMENDMENTS AND WAIVERS. No amendment, supplement, modificationor waiver of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver ofany of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisionof this Agreement, whether or not similar, unless otherwise expressly provided. Each such amendment,supplement, modification or waiver of this Agreement shall be filed with the Clerk of the Circuit Court inthe Official Records of Osceola County, Florida. Neither the failure nor any delay by any party hereto inexercising any right or power under this Agreement nor any course of dealing between or among theparties will operate as a waiver of such right or power, and no single or partial exercise of any such right orpower will preclude any other or further exercise of such right or power or the exercise of any other right orpower.SECTION 14. BINDING EFFECT. To the extent provided herein, this Agreement shall bebinding upon the parties, their respective successors and assigns and shall inure to the benefit of theparties, their respective successors and assigns.SECTION 15. EXECUTION IN COUNTERPARTS. This Agreement may besimultaneously executed in several counterparts, each of which shall be an original and all of which shallconstitute but one and the same instrument.SECTION 16. APPLICABLE LAW AND VENUE. This Agreement shall be governed byand construed in accordance with the laws of the State. Unless otherwise required by law or otherwiseagreed to by all parties hereto, venue for any action or proceeding to construe or enforce the provisions ofthis Agreement shall be in the Circuit Court in and for Osceola County, Florida.SECTION 17. TIME IS OF THE ESSENCE. Time is of the essence in this Agreement.SECTION 18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreementamong the parties pertaining to the subject matter hereof, and supersedes all prior and contemporaneousagreements, understandings, negotiations and discussions of the parties, whether oral or written, andthere are no warranties, representations or other agreements among the parties in connection with thesubject matter hereof, except as specifically set forth herein.9

IN WITNESS WHEREOF, Osceola County and the Tohopekaliga Water Authority have causedthis Agreement to be duly executed and entered into.BOARD OF COUNTY COMMISSIONERS OFOSCEOLA COUNTY, FLORIDA(SEAL)ATTEST:By:_______________________, ChairDate:20___Clerk of the BoardSTATE OF FLORIDACOUNTY OF OSCEOLAThe foregoing instrument was acknowledged before me this ____ day of20___,by ______________________, as Chair of the Board of County Commissioners of Osceola County. TheChair [ ] is personally known to me, or [ ] has produced a driver’s license as identification.(Notary Seal)_________________________________Signature of Notary Public_________________________________Name of Notary Typed, Printed or Stamped10

IN WITNESS WHEREOF, Osceola County and the Tohopekaliga Water Authority have causedthis Agreement to be duly executed and entered into.BOARD OF SUPERVISORS OFTOHOPEKALIGA WATER AUTHORITY[SEAL]By:___________________, Executive DirectorDate:20___ATTEST:SecretarySTATE OF FLORIDACOUNTY OF OSCEOLAThe foregoing instrument was acknowledged before me this ____ day of20___,by ___________________, as Executive Director of the Tohopekaliga Water Authority. He[ ] is personally known to me, or [ ] has produced a driver’s license as identification.(Notary Seal)_________________________________Signature of Notary Public_________________________________Name of Notary Typed, Printed or Stamped11

CATEGORY:Attachment(s):Unfinished BusinessRecommendations on Print/EBPP VendorsBILL PRINTING, MAILING, ELECTRONIC BILL PRESENTMENT AND PAYMENT,AND LOCKBOX SERVICES SELECTION – APPROVAL TO NEGOTIATE WITH THETOP RANKED FIRM FOR RFP 12-008Explanation: On February 8, 2012, the Board awarded a contract to Advanced UtilitySystems (AUS) to install a Customer Information System. Awarding of the contract isconsistent with the Board decision to bring customer service in-house and outsourceselected process. Staff worked with EMA toOn December 13, 2011, the Authority issued Request for Proposal (RFP) 12-008 for BillPrinting, Mailing, Electronic Bill Presentment and Payment, and Lockbox Services.The eight vendors who responded were:• Best Practices• Bill2Pay• FirsTech• High Cotton• Invoice Cloud• Palm Coast• Paymentus (and Pinnacle)• SureBill (and Elavon)The Team that carried out the due-diligence process is made up of key Tohoprofessional staff. They include:From Customer ServiceMr. John McAleenan, Customer Service DirectorMs. Barbara Arrant, Customer Service ManagerFrom Business ServicesMr. Rodney Henderson, Business Services DirectorMr. Ric Figueroa, Financial ManagerMs. Alexandra Green, ComptrollerMs. Marie Rios, Information Technology Manager9A

In addition, Ms. Adana Lumsden, Purchasing and Warehouse Manager, monitored theprocess throughout from a procurement perspective and Ms. Veronica Jensen,Environmental Management System (EMS) Coordinator, provided documentationsupport.The recommendation of the selection committee is that Bill2Pay be invited toparticipate in contract negotiations for procurement of their services andproduct(s) based on the scoring criteria. A summarized report of therecommendation is included for your review.Following negotiations, the Staff is scheduled to bring the final recommendation andnegotiated terms back to the Board for final approval at the March 28, 2012 Boardmeeting.Recommendation: Approval to participate in contract negotiations for procurementwith the top ranked firm of the RFP 12-008, Bill Printing, Mailing, Electronic BillPresentment and Payment, and Lockbox Services.Approval to negotiate RFP 12-008 - EBPP

Toho Water Authority – Bill Print/Mail, ElectronicBill Presentment, Payment and Lockbox ServicesDATE: Friday, March 02, 2012TO:FROM:SUBJECT:COPIES:CIS Project Steering TeamAdana LumsdenEvaluation TeamReport and Recommendations on Print/EBPP VendorsEvaluation Team members: Rodney Henderson, John McAleenan, BarbaraArrant, Marie Rios, Alexandra Green and Ric FigueroaEMA: Melanie Rettie, John Schiebold, Greg Haupt, Amy O’NeillSUMMARY AND RECOMMENDATIONBackgroundOn December 13, 2011, Toho Water Authority (“Toho”) issued a Request for Proposal (RFP)12-008 for Bill Printing, Mailing, Electronic Bill Presentment and Payment, and LockboxServices. On January 13, 2012, the Purchasing and Warehouse Manager opened anddistributed the responses. The eight vendors who responded were:Best PracticesBill2PayFirsTechHigh CottonInvoice CloudPalm CoastPaymentus (and Pinnacle)SureBill (and Elavon)After careful consideration, four vendors were identified as responsive to the RFP:Bill2PayFirsTechHigh CottonSureBill (and Elavon)The Evaluation Team conducted a due-diligence process aligned with the stipulations of theRFP. The due-diligence process included:Reading and evaluating the four proposals.EMA, INC . 1

Participating in either face-to-face interviews or telephone interviews for each of thefour vendors and evaluating the interviews.Having each of the four vendors re-state their price proposal in a consistent, Bestand-Finalformat so as to make a fair and equitable evaluation among the four.This due-diligence process was a two-stage process. The proposals were evaluated todetermine finalists. The next stage, interviews, determined the recommended vendor. Inpractice, the Evaluation Team decided to interview all of the qualifying vendors.Evaluation TeamThe Team that carried out the due-diligence process is made up of key Toho professionalstaff. They include:From Customer Serviceo Mr. John McAleenan, Customer Service Directoro Ms. Barbara Arrant, Customer Service ManagerFrom Business Serviceso Mr. Rodney Henderson, Business Services Directoro Mr. Ric Figueroa, Financial Managero Ms. Alexandra Green, Comptrollero Ms. Marie Rios, Information Technology ManagerIn addition, Ms. Adana Lumsden, Purchasing and Warehouse Manager, monitored theprocess throughout from a procurement perspective and Ms. Veronica Jensen,Environmental Management System (EMS) Coordinator, provided documentation support.RecommendationThe Evaluation Team’s recommendation is that Bill2Pay be invited to participate incontract negotiations for procurement of their services and product(s). Bill2Pay wasthe highest-ranked competing vendor based on the final stage scoring criteria and theirweighting.2 | P age

Scoring ResultsThe RFP stated these selection criteria and their associated weights:CategoryPoints1. Experience 352. Project Staff 103. Project Methodology/Approach 204. Location 55. Cost 30Total Points 100When the results and scores of the proposals were compiled, the result was that Bill2Paywas rated highest.70.0060.00Proposal Summary Points69.93 69.5065.4950.0040.0041.4230.0020.00Bill2Pay FirsTech High Cotton SureBillThe Evaluation Team then performed interviews with each of the short-listed vendors. Theresults are shown in the following graph; again, Bill2Pay was highest.3 | P age

70.00Interview Summary Points60.0050.0040.0058.0847.2552.0030.0032.4220.00Bill2Pay FirsTech High Cotton SureBillKey considerations for validating the recommendation for Bill2Pay over the other vendorsinclude the following:Weighting of RFP Scoring Criteria: Pricing is a very important consideration,making up 30% of the overall ranking. However, other key criteria includingqualifications, methodology and staff comprise 70% of the score. Establishing theseweightings during RFP creation was thoughtfully done to ensure that the mostqualified firm having the highest quality solution could be selected as long as thoseadvantages outweighed the pricing differences.Explanation of Cost: Each vendor was asked to provide a Best-and-Final Offer forthe services outlined in the RFP. In order to view the costs equally, the EvaluationTeam created two scenarios to apply the vendor’s cost to. The first scenario lookedat the costs for a “typical month” for only Toho IV implementation. The secondscenario looked at the costs for a “typical month” for a full system implementation.4 | P age

Scenario 1Single SheetBills with OneInsertPresent Bills: for 30,000 AccountsTwo Sheet Billswith One InsertBills PresentedElectronicallyand Not Printedat AllBill Payment: for30,000 Payments Total forCheck Mailed toLockboxQuantity 25,000 2,000 3,000 3,000Bill2Pay $0.0715 $0.0755 $0.1000 $0.6000Toho IVScenario"TypicalMonth"Bill2Pay $1,787.50 $151.00 $300.00 $1,800.00 $4,038.50FirsTech 1 $0.1200 N/A $0.0700 $0.2000FirsTech $3,000.00 N/A $210.00 $600.00 $3,810.00High Cotton $0.0880 $0.1380 $0.0900 $0.9300HighCotton$2,200.00 $276.00 $270.00 $2,790.00 $5,536.00SureBill $0.1300 $0.1600 $0.4000 $0.2500SureBill $3,250.00 $320.00 $1,200.00 $750.00 $5,520.00Notes: 1 FirsTech did not include a price for two sheet bills with one insert.Scenario 2Single SheetBills with OneInsertPresent Bills: for 80,000 AccountsTwo Sheet Billswith One InsertBills PresentedElectronicallyand Not Printedat AllBill Payment:for 80,000PaymentsCheck Mailed toLockboxTotal forFullSystemScenario"TypicalMonth"Quantity 65,000 5,000 10,000 20,000Bill2Pay $0.0705 $0.0735 $0.1000 $0.1850Bill2Pay $4,582.50 $367.50 $1,000.00 $3,700.00 $9,650.00FirsTech 1 $0.1200 N/A $0.0700 $0.2000FirsTech $7,800.00 N/A $700.00 $4,000.00 $12,500.00High Cotton $0.0880 $0.1380 $0.0900 $0.2350HighCotton$5,720.00 $690.00 $900.00 $4,700.00 $12,010.00SureBill $0.1200 $0.1600 $0.4000 $0.2200SureBill $7,800.00 $800.00 $4,000.00 $4,400.00 $17,000.00Notes: 1 FirsTech did not include a price for two sheet bills with one insert.5 | P age

DETAILS OF EVALUATION PROCESS AND SCORING RESULTSThis section describes the due diligence process to evaluate the vendors’ offerings andderives the scores for each of the criteria set forth in the RFP.Proposals EvaluationEvaluation Team members read and evaluated the four proposals in January 2012. Eachreviewer’s evaluation was based on a rating for the relevant portions of the responses to theRFP. Each portion of the responses was rated by assigning a number from 1 to 10 with 1being low and 10 being high.The results of this evaluation are shown below:VendorPointsReceivedBill2Pay 69.93FirsTech 69.50High Cotton 65.49SureBill 41.4235.0030.0025.0020.0015.0010.005.000.0027.9521.8319.5717.64ExperienceProposal Points by Category6.855.052.852.00ProjectStaff13.3616.436.2911.73ProjectMethodology4.153.253.532.90Location30.0022.6621.147.15CostInterview EvaluationBill2Pay FirsTech High Cotton SureBillThe Evaluation Team wishes to thank the vendors for making time to participate in thestructured interviews. The interviews took place on:Vendor Date HowBill2Pay February 1, 2012 Face to FaceFirsTech February 2, 2012 Conference CallHigh Cotton February 3, 2012 Face to FaceSureBill February 2, 2012 Conference CallEach interview followed the same agenda. Each evaluator was asked to rate the vendor onthe following questions:6 | P age

1. Based on the discussion during the interview, my rating of this Offeror’s Experience is:2. Based on the discussion during the interview, my rating of this Offeror’s Project Staff is:3. Based on the discussion during the interview, my rating of this Offeror’sMethodology/Approach is:The results of the interview evaluation revealed that Bill2Pay presented a stronger interview.VendorPointsReceivedBill2Pay 53.08FirsTech 42.25High Cotton 47.00SureBill 27.4235.0030.0025.0020.0015.0010.005.0030.9226.8322.7516.92Interview Points by Category15.6712.67 13.006.506.83 7.174.176.335.00 5.00 5.00 5.0030.0022.6621.147.150.00ExperienceProjectStaffProjectMethodologyLocationCostBill2Pay FirsTech High Cotton SureBillPricing EvaluationThe four vendors provided pricing information in their initial proposals, and then provided aBest-and-Final Offer.The final pricing numbers are summarized in the two graphs below:7 | P age

$9,000.00Bill Presentment for 80,000 Accounts$8,000.00$7,000.00$6,000.00$5,000.00$4,000.00$3,000.00$2,000.00$1,000.00Single Sheet Billswith One InsertTwo Sheet Billswith One InsertBills PresentedElectronicallyand Not Printedat All$0.00Bill2Pay FirsTech High Cotton SureBillNote that FirsTech did not respond to Toho’s request for pricing fortwo sheet bills with one insert.$5,000Bill Payment for 80,000 AccountsCheck Mailed to Lockbox$4,700$4,600$4,400$4,200$4,000$3,800$3,700$3,400$3,000Bill2Pay FirsTech High Cotton SureBillConclusionAfter thoughtful consideration of the outcome of the documented scoring process, theEvaluation Team recommends proceeding with negotiations with Bill2Pay.8 | P age

In closing, the Team thanks Executive Director Brian Wheeler for giving the Evaluation Teamthe opportunity to participate in this important selection process and in the strategic decisionfor Toho that it represents.ADDITIONAL INFORMATION PROVIDED FOR THE PROJECTSTEERING TEAMExplanation of ScoringSpreadsheets with details of the scoring and calculations are available if desired.Using the individual ratings the evaluators gave each category, the total points awarded tothe vendors were calculated using the method shown in the example below:Proposer'sRaw Score(3)Percent ofMaximumPoints (4)Proposer'sRaw Score(3)Percent ofMaximumPoints (4)CategoryAvailablePointsScoringScaleNumber ofQuestionsNumber ofReviewers (1)MaximumScore (2)PointsAwarded (5)Experience 35 1-10 19 4 760 700 92.11% 32.24 600 78.95% 27.63Project Staff 10 1-10 5 4 200 190 95.00% 9.50 100 50.00% 5.00Project Methodology 20 1-10 136 4 5440 5000 91.91% 18.38 5200 95.59% 19.12Location 5 1-10 5 4 200 175 87.50% 4.38 150 75.00% 3.75Cost 30 1-10 2 4 80 30 37.50% 11.25 75 93.75% 28.13Total 100 167 4 6680 6095 75.74 6125 83.62PointsAwarded (5)(1) Number of Reviewers for this example is assumed to be four.(2) Maximum Score is obtained by multiplying the number of questions by the maximumscore available for each question multiplied by the number of reviewers. This is themaximum a proposer can score. (For example using Project Staff: questions = 5; maximumscore = 10; number of reviewers = 4; therefore 5 x 10 = 50; 50 x 4 = 200; 200 = maximumscore.)(3) Proposer's Raw Score is their total for the category as scored by the reviewers.(4) Percent of Maximum Points is obtained by dividing the proposer's raw score by themaximum score. This percentage will be used to obtain the number of points the proposer isawarded for the category. (For example using Project Staff: raw score = 190; maximumscore = 200; therefore 190/200 = 95%.; 95% = percent of maximum points.)(5) Points Awarded is obtained by multiplying the percent of maximum points by theavailable points. This is the number of points the proposer will be awarded for the category.(For example using Project Staff: percent of maximum points = 95%; available points = 10;therefore 0.95 x 10 = 9.5; 9.5 = points awarded.)9 | P age

CATEGORY:Attachments:Unfinished BusinessMemo from Financial AdvisorTabulation of Bank bids for refunding Series 2003 BondsComparative Analysis of SunTrust Bank Bid for refunding Series2003 BondsMemo from Bond Attorney discussing bank bid considerationsREPORT ON BANK BIDS RECEIVED AS A REFUNDING ALTERNATIVE FOR THESERIES 2003 BONDSExplanation: The Authority, through its Financial Advisor, Toby Wagner, solicited bidsfrom banks to provide a bank loan as an alternative to refund the Authority’s Series2003 Bonds. The bank bids were received on March 1 st . Bids were received from threebanks. A tabulation of the bids and an analysis of the bids as a viable alternative forrefunding the Series 2003 bonds is attached. Toby Wagner will be present at the Boardmeeting to review the attached documentation.Based on the evaluation of the bank bids in comparison to the issuance of aSeries 2012 Bonds for refunding, Staff is recommending that the Authority utilize a bondissuance to refund the Series 2003 bonds and not pursue the bank loan at this time.Recommendation: Staff recommends rejecting the bank bids for refunding of theSeries 2003 bonds and proceed with preparing for a refunding through the issuance of aSeries 2012 bonds.Bank Bids Series 2003 Refund.03.14.2012blw9B

TohopekaligaWaterAuthorityUtilitySystemRevenueRefundingBonds,Series2012ComparisonofBondIssueversusBankLoanScenariosRefundedRefundingRefundingBankLoanScenarioSeries2003Bond2028Maturity 2028MaturityBondsIssue35%TaxRate 28%TaxRateDebtServiceReserve Surety None 50% 50%StatisticsParAmount $85,750,000 $81,565,000 $ 91,615,000 $ 91,615,000TIC/BankRate 2.867% 2.740% 3.035%AllInTIC 2.956% 2.787% 3.082%NetDebtService2012 $ 2,151,831 $ 1,134,875 $ 4,538,187 $ 4,712,4362013 4,303,663 3,649,625 3,513,223 3,681,9632014 8,268,663 7,514,725 7,373,905 7,542,5242015 8,265,500, 7,511,275, 7,373,001, 7,540,023,2016 8,268,700 7,516,875 7,373,398 7,543,1212017 8,265,850 7,511,375 7,369,959 7,541,5152018 8,271,188 7,518,875 7,377,684 7,545,2052019 8,268,663 7,517,125 7,376,162 7,543,8872020 8,273,013 7,517,525 7,380,530 7,547,5612021 8,273,188 7,519,525 7,380,514 7,545,9242022 8,267,688 7,515,075 7,376,114 7,543,9762023 8,268,438 7,511,275 7,372,330330 7,541,5645642024 8,269,438 7,517,025 7,374,025 7,543,5382025 8,269,938 7,513,150 7,375,925 7,544,5942026 8,270,200 7,521,150 7,377,893 7,544,5802027 8,274,000 7,518,150 7,379,792 7,548,3442028 8,268,750 7,512,750 3,652,706 3,732,135Total $130,498,706$117,520,375$114,965,347$117,742,889PresentValueofNetDebtServicePVofNetDebtService $91,262,704$90,549,390$92,780,997DifferencefromRefundingBonds$ $(713,314)$1,518,293NotesPreliminaryandsubjecttochangewithinterestratesasof3/1/2012,andnoratelockassumedonbankloan.Allscenariosassumeissuance/closingon6/1/2012.assume issuance/closing on BankloanscenariosbaseduponSunTrustproposedinterestrateplus0.10%forcapitaladequacywaiver.ReservefundcashflowshowninNetDebtService,forapplicablescenarios,at1.80%investmentrateperannum.Reservefundisassumedtobeequityfundedatclosing,andisshownincashflowwithinthe2012year.Presentvaluebasedupondiscountrateof2.956%(BondIssueAllInTIC).Bondissueassumesuninsuredrates.28%TaxRatescenarioassumesadjustmenttorateof2.74%x(1.000.28)/0.6528%TaxRatescenarioassumerateadjustmentattimeofissuanceforbothdebtservice&reservefundsize.ExistingSeries2003debtservicedoesnotinlcudeadjustmentin2012fordebtservicesinkingfundtransfers.

Prepared March 5, 2012Southeastern Investment Securities, LLCTOHO Water AuthorityUtility System Revenue Bonds, Series 2012Quantitative Summary of Bank BidsJP Morgan Chase PNC SunTrustAmount of Loan $46,970,000 $91,665,000 $91,665,000Bank Fees $5,500 $6,000 $3,000Amortization Term/PutOption (bank or borrower)Fixed Interest RateAlternativesIndicative as of 3.1.121) 10 years2) 10 years/5 yr bank orborrower put1) 2.34%2) 2.26%1) 16 years/7 yr bank put2) 14 years/7 yr bank put3) 10 years1) 1.87%2) 1.80%3) 1.85%indicative based on .65(7 yrswap + 31 bps)1) 16 years2) 16 years3) 16 years/10 yr bank put4) 16 years/10 yr bank put5) 16 years/5 yr bank put6) 16 years/5 yr bank put1) 2.64%2) 2.45%3) 2.54%4)2.35%5) 2.04%6) 1.85%rate lock +5 bps for 50 daysPrepayment Options One way make whole One way make whole 1) alt 1,3,5 prepayable anytimewithout penalty2) alt 2,4,6 one way makewhole

MEMORANDUMTo:Brian WheelerRodney HendersonFrom: Bryant Miller Olive P.A.Re:TOHO Water Authority Revenue Refunding Bonds, Series 2012; analysis of SunTrustBank ProposalDate: March 8, 2012We have been requested to provide an analysis of the SunTrust Bank proposal topurchase the referenced issue of Bonds in lieu of an underwritten bond offering to the capitalmarkets. We understand that Southeastern Investment Securities, LLC, as financial advisor, isproviding the financial analysis of the proposal. When issuing bonds into the capital markets inan underwritten transaction, the existing terms and conditions established by the Master BondResolution (Resolution No. 2010-008, as supplemented) control the terms of the bonds beingissued, and the purchasers of the bonds establish their price after taking into account theexisting terms and conditions. These conditions establish such provisions as rate covenants, theconditions under which additional bonds may be issued which have a parity lien on theAuthority’s pledged revenues, the debt service reserve requirements, financial covenantsimposed on the Authority, events of default and available remedies. The idea is that theholders of all series of parity lien bonds have the same rights and the authority is subject to oneset of restrictions with respect to all of its debt.There are times when it makes financial sense for an issuer to seek a bank loan ratherthan access the capital markets. However, whenever an issuer enters into a bank loan,additional terms and conditions are often imposed on the issuer which would not be directlyapplicable to other parity bond holders. The purpose of this Memorandum is to highlight thesedifferences which are apparent in the SunTrust Bank proposal.Interest Rate Differences: In a typical fixed rate municipal bond, the interest rate is notsubject to adjustment after the issuance of the bonds. The sole exception to this would be anadjustment in the interest rate as a result of a “determination of taxability”, which would incurwhen the IRS or a federal court formally concludes that interest on an issuer’s bonds is not

Page 2excluded form gross income for federal income purposes. The Master Bond Resolution does notprovide for an adjustment to the interest rate borne by the bonds in the event of a“determination of taxability”. The SunTrust Bank proposal requires a series of potentialadjustments to the interest rate borne by the bonds over their life. While these requirements arenot unusual in bank loan transactions, their importance must be analyzed by your financialadvisor in light of the relative size of the bank loan when compared to all parity bonds to beoutstanding. The adjustment events requested by SunTrust Bank in their proposal are:1. After-tax Yield Maintenance: fairly common provisions found in most bankproposals for government financing include a requirement to adjust theinterest rate on the debt upwards to account for decreases in the highestmarginal tax bracket faced by banks, which is presently 35% in order topreserve the after tax yield for the bank. While this adjustment has not had apractical impact on issuers for many years, with the discussions in congress tochange the corporate tax rules, a decrease in the marginal rates may be morelikely. Essentially this is a risk in any fixed rate investment which the capitalmarkets address through a secondary market, but which banks prefer toaddress by shifting this risk to governmental borrowers. A related yieldadjustment is the increase in interest rates should the interest on the bondscease being excluded from gross income. Many years ago this was a fairlycommon provision in many governmental bond transactions. Recentlythough, as the market has matured and the many years of history pointing tothe rarity of this event, few if any current bond transactions have such aninterest adjustment. However, since this adjustment rest solely on theshoulders of the issuer in that only actions of the issuer can cause such adetermination, the likelihood of such risk can be managed by the issuer.2. Capital Adequacy Adjustments: These types of adjustments are fairly new. Withthe advent of the Dodd-Frank Financial Reform Legislation and the adoptionof Basel III (an international monetary treaty), many financial institutions arefacing the possibilities of adding to their capital reserves, an action oftenoccasioned by the mix of investments and loans which are reflected on thebank’s books. These provisions allow the bank to adjust (upward) theinterest rate paid by the issuer in order to facilitate the bank’s compliance inchanges in capital reserve requirements. We are finding that banks areseeking to shift this liability to the issuer, even though the issuer hasabsolutely no control over the timing in changes to the bank’s capitalrequirements nor control over whether such changes would be imposed. Weunderstand that SunTrust Bank has agreed to waive the capital adequacy

Page 3adjustment in exchange for a 10 basis point increase in the interest rate on theBonds.Covenants and Conditions: As stated earlier, many bank loans seek to imposecovenants on an issuer which are above and beyond those imposed on the issuer underparity debt instruments (Master Resolutions, Series Resolutions, etc.). Some of thesemay be relatively harmless yet result in the imposition of reporting and operatingobligations on the issuer which the issuer has not undertaken as a condition to the issueof its other parity debt. When the failure to comply with these additional conditionsand covenants can lead to a default and imposition of remedies, such actions affect notonly the bank loan but all parity debt. A summary of these provisions follows:1. Standard Terms and Conditions: Most bank proposals (including SunTrustBank’s) make a general statement that the final transaction documents aresubject to the “Bank’s policies and procedures”, and require that the issuerwill comply with the “other covenants, terms, and conditions that may bereasonably required by the Bank and its counsel and are customary (for theBank, that is) in financings of this nature”. One of the primary concerns inthe area of “other terms and conditions” is the list of events which can lead toa default and the remedies available as a result of the occurrence of an eventof default. Since these other terms, conditions, procedures and requirementsare not expressly stated in the proposal it is virtually impossible to make acomplete analysis in the comparison of the proposed bank loan with a capitalmarkets transaction. While most banks are generally reasonable in theserequests, there can be no assurance that a bank in any given transaction willalways be reasonable.2. Additional Bonds Test: It is often the case that a bank in a bank loan proposalwill require additional or stricter test for the issuance of additional paritybonds. In the SunTrust Bank proposal, the coverage factor is not beingincreased, but since the provision is a somewhat summary statement there isno assurance that the test as set forth in the Master Bond Resolution will beacceptable to the bank. It is our understanding that SunTrust Bank will agreeto accept the existing Master Bond Resolution additional bonds test provisionbut will require that the Authority obtain their consent if the Authority wantsto decrease the coverage requirement for additional parity bonds below whatcurrently exists. At present, such a change would likely require 51%bondholder consent.

Page 43. Rate Covenant: A bank will often seek additional rate covenants to increasethe security of their loan. The SunTrust Bank proposal is not appearing toseek any change in the existing rate covenant, but since it is expresslyrequired in the proposal, it is uncertain whether the covenant as currentlywritten in the Master Bond Resolution will remain satisfactory to SunTrustBank. It is our understanding that SunTrust Bank will agree to accept theexisting Master Bond Resolution rate covenant provisions but will requirethat the Authority obtain their consent if the Authority wants to decrease therate covenant requirement for parity bonds below what currently exists. Atpresent, such a change would likely require 51% bondholder consent.4. Reserve Requirement: The Master Bond Resolution authorizes a debt servicereserve fund to be established at the highest level permitted by applicablefederal tax laws regulating governmental bonds, but authorizes each series ofparity bonds to have their own reserve requirement, which can be as low aszero. The SunTrust Bank proposal is requiring a fully funded debt servicereserve for the refunding bonds, but has indicated a willingness to accept a50% reserve fund requirement. The existing parity debt has either no reservefund or a reserve fund equal to one-half of the maximum required reserverequirement. The Authority would have to fund the debt service reservefund from its own reserves rather than bond proceeds and incur the cost ofnegative carry for this amount (due to the inability to reinvest at the bondrate).

CATEGORY: New BusinessAttachments: Reclaimed Water Rates ComparisonAPPROVAL OF REQUEST TO ADVERTISE RECLAIMED WATER RATESExplanation: At the September 28, 2011 meeting, the Board of Supervisors approvedequalization of the Authority's water and wastewater rates with a single unified rateschedule for both water and wastewater service. The new rate schedule did not includeany adjustment to the Authority's reclaimed water rates. The reclaimed water rates didnot require equalization as they were equalized earlier. The rates were not adjusted atthe same time as the water and wastewater rates because staff requested theAuthority's rate consultant, Burton & Associates, to perform an analysis of the large userclass of customers. The large user rate class consists of two types of customers, thosewhose reclaimed water service could be interrupted for periods of time and those whogenerally required uninterrupted service. Golf courses are an example of an interruptibleservice customer because a golf course usually has a permitted alternate back-up watersource such as a well. The Kissimmee Utility Authority Cane Island Plant is an exampleof customer requiring non-interruptible service for its cooling towers.The reclaimed water rates recommended for advertisement for a public hearing andadoption consist of two rate classes; General Service for retail customers and LargeUsers for large commercial customers including golf courses, power plants, and thetown of Celebration. Within the Large User class there are two types of customers asindicated above, interruptible and non-interruptible customers. An outline of theproposed rate classes is as follows:General Service (Retail)Includes both Residential and Commercial CustomersRate has a monthly base facility charge by meter sizeThe use rates consist of 4 – tier inclining block usage ratesLarge UsersInterruptible and Non- interruptible customersBase facility charge based upon Equivalent Irrigation Connection (EIC)EICs calculated by dividing 265 gallons into the customer's average dailyusageOne EIC = 265 gallonsEach customer class has a single usage rate block.10A

An analysis of the cost of service for interruptible and non-interruptible customersindicated there were some differences in the costs associated with each. Both classesof large users do not share in the cost of the retail customers' distribution systems andin 20% of the costs of the main transmission systems; therefore, these costs werededucted from the large user rate calculation. The interruptible customers do not sharein a little over a third of the pumping and storage costs for the reclaimed water systembecause these customers do not require the level of reliability and back-upinfrastructure to insure service. Therefore, the rates for the interruptible class ofreclaimed water customers are less than the rate for the non-interruptible class. Thesplit of the large user class into the two rate classes will result in a decrease in themonthly bills for the interruptible customers and an increase in the bills for the noninterruptiblecustomers (See the attached Large User Bill Comparison).The proposed rates also included a 5% revenue increase as was included in the waterand wastewater rates adopted in 2011.Recommendation: Staff recommends advertising the proposed reclaimed water ratesfor public hearing to be held at the April 11, 2012 meeting.Reuse Rates Advertise.03.14.2012blw

Rate Comparison1

2Large User Monthly Bill Comparison

Residential Bill Survey3/4” Meter SizeTOHO (Current)TOHO (Proposed)3

Commercial Bill Survey2” Meter SizeTOHO (Current)TOHO (Proposed)4

CATEGORY:New BusinessAttachments: First Amendment to Interlocal Agreement on Regional Cooperation for theCentral Florida Coordinating Area Rulemaking, Monitoring, and ModelingAPPROVAL OF FIRST AMENDMENT TO INTERLOCAL AGREEMENT RELATINGTO REGIONAL COOPERATION FOR THE CENTRAL FLORIDA COORDINATINGAREA RULEMAKING, MONITORING, AND MODELINGExplanation: At the October 13, 2010 meeting, the Board of Supervisors approved theInterlocal Agreement between the Authority, Orange County, Polk County, City of St.Cloud, and Reedy Creek Improvement District (RCID) on regional cooperation for theCentral Florida Coordinating Area (CFCA) rulemaking, monitoring, and modeling. Acopy of the agenda item from the 2010 meeting is attached for background. TheAuthority and the four other utilities in the Interlocal agreement are collectively calledSTOPR (St. Cloud, TWA, Orange County, Polk County, and RCID).This CFCA effort has morphed from STOPR being a reviewer and comment provider onany proposed rules, to the STOPR group becoming involved in a participative processwith the Water Management Districts and the Florida Department of EnvironmentalProtection, now known as the Central Florida Water Initiative (CFWI).STOPR is a major contributor in this process, making the outcome more accurate dueto multiple data contributions and more equitable to all stakeholders due to collaborationand public participation. The STOPR Group’s agents, primarily PB Americas, Inc.,facilitate and guide many of the technical processes. As indicated, the PB Americascontract value approved in the original Interlocal Agreement to follow the CFCA processwas for $503,620.00. Polk County’s share was $61,441.64. This amendment willensure the STOPR Group’s continued role as a major stakeholder, facilitator, andcontributor to the CFWI process through December 31, 2013 at an additional cost of$926,418.00 for the Group. The original Agreement requires the STOPR group toreimburse Polk County for its payments to PB Americas to carry out the work on thebasis of time and materials, based on a formula that allocates fifty percent (50%) of thecost equally to each party and fifty percent (50%) of the cost proportionally by thecurrent total permitted water flows. Polk County’s share of the contract is 12.2%,making Polk’s proportionate cost for the additional work a not-to-exceed amount of$113,023.00. The total amount to be spent by Polk County for this project will be$174,464.64.10B

In 2006, the South Florida Water Management District, the St. Johns River WaterManagement District, and the Southwest Florida Water Management District,collectively called “the Districts,” identified the Central Florida Coordination Area (CFCA)as a region of Florida in which water supply issues needed to be addressed becausethe groundwater supply in the area was projected to be insufficient to meet water supplydemands beyond the year 2013. The CFCA encompasses the utility service areasserved by the STOPR Group. The WMDs adopted a set of interim rules to governpermitting of the groundwater supply through December 2012. The interim rules are tosunset on December 31, 2012. Prior to that date, the WMDs proposed to develop a newset of rules for water use permitting based upon the development of a morecomprehensive and coordinated data on groundwater availability for the area.With the sunset of CFCA in December 2012, the Water Management Districts and theFlorida Department of Environmental Protection (FDEP) recognized the only reasonableapproach to determining true groundwater availability in Central Florida is through acollaborative effort with all stakeholders. The STOPR Group expressed concern overthe collaborative efforts performed to date, and the Districts in 2011 agreed to moveforward with a more interactive process to establish a replacement for CFCA, an effortnow known as the Central Florida Water Initiative (CFWI). As opposed to CFCA, theCFWI is a consensus-based collaboration between all stakeholders including the threeWMDs, Central Florida's largest utility providers including TWA, Florida Department ofEnvironmental Protection, and the Department of Agriculture. The results of the CFWIprocess will be based on a comprehensive review of historical water level andenvironmental data to include estimates of groundwater availability and a uniform rulemakingframework, which is expected to be in place by December 31, 2013.STOPR is a major contributor in providing technical support and input to the process toensure that the outcome is as accurate as possible and that the utility community cansupport the outcome. The STOPR Group’s technical consultants, primarily PBAmericas, Inc., facilitate and guide many of the technical team processes. Since theCFWI effort is collaborative, any action taken by the Districts as a result will bethoroughly vetted with all stakeholders; and, with the volume of data and input thatSTOPR members can contribute, it is essential that STOPR’s participation continue toensure the process stays equitable and as accurate as possible. As the CFCA processevolved and STOPR’s role became more involved and participatory, the fundingprovided under the interlocal agreement is insufficient to complete the work. Theproposed First Amendment to the interlocal agreement will provide funding and costsharing for STOPR’s continued efforts in the CFWI process through December 31,2013.

The interlocal agreement adopted in 2010 for the CFCA effort provided for funding inthe amount of $503,000 with the Authority commitment under the cost sharing formulaof approximately $148,636. The First Amendment increases the funding for the CFWIeffort to a total of $1,430,038.00, an increase of $926,424. Under the cooperativefunding formula, the Authority's portion is $422,576.00, an increase of $273,940.Though this increase is significant, the scope, level of effort, and level of participation forthe CFWI effort has substantially changed, becoming more involved and taking more ofa leadership role. The outcomes of the CFWI effort will provide the technical basis togovern water supply permitting for Central Florida for the future.Recommendation: Staff recommends approval of the First Amendment to theInterlocal Agreement Relating to Regional Cooperation for the Central FloridaCoordinating Area Rulemaking, Monitoring, and Modeling.1 st Amend CFCA Interlocal STOPR.03.14.20121blw

Category: New BusinessAttachment: Interlocal Agreement for Co-operation on Central FloridaCoordinating Area rule revisionsMap of CFCA AreaAPPROVAL OF INTERLOCAL AGREEMENT FOR PARTICIPATION IN REGIONALCOOPERATION FOR THE CENTRAL FLORIDA COORDINATION AREA (CFCA)RULEMAKING, MONITORING, AND MODELINGExplanation: In 2006, the three Water Management Districts (WMDs) which havejurisdiction within Central Florida, South Florida Water Management District (SFWMD),St. Johns River Water Management District (SJRWMD), and the Southwest FloridaWater Management District (SWFWMD) established the Central Florida CoordinatingArea (CFCA). The CFCA covers the counties of Osceola, Orange, Seminole, andportions of Brevard, Lake, and Polk Counties. Establishment of the CFCA resulted froma concern from the three WMDs that groundwater supplies within the area werebecoming limited and the need to develop consistent and coordinated policy andregulations to deal with the permitting and allocation of the groundwater supply if it wasbecoming limited. The three WMDs established regulations for the CFCA area that wentinto effect in 2007 and have a sunset date of December 31, 2012. One of the primaryreasons for the regulations and setting a sunset date was to allow the WMDs time toconduct evaluations and investigations to gain additional information on the conditionand availability of additional water from the Floridan Aquifer. One key component of theCFCA regulations, which has impacted TWA as well as other utilities within the area, isthe restriction on withdrawals from the aquifer to meet future demands after 2013. Allutilities within the CFCA are presently required to meet future water demands after 2013by developing alternative water supplies.The three WMDs have initiated efforts on developing revisions to the CFCA rules. Thereare two key technical efforts underway which will provide the technical/scientific basisfor the proposed rule revisions. One effort involves significant modeling efforts of theFloridan Aquifer within the CFCA incorporating information obtained over the past threeyears and coordinating results from two different WMD models. The modeling willlargely provide the basis for determining the availability of additional water or thepotential reduction of existing withdrawals. In conjunction with the modeling efforts, theWMDs have undertaken an assessment of potential impacts to wetlands and waterbodies within the CFCA that may have resulted from aquifer withdrawals.

The WMDs have reported that they have evaluated approximately 400 wetland systemswithin the CFCA and have evaluated many of the lakes in the area. Results from theseevaluations will be utilized in conjunction with the modeling to assess the potentialexisting environmental impacts from aquifer withdrawals and potential impacts fromfuture permitted withdrawals.The STOPR Group (City of St. Cloud, TWA, Orange County, Polk County, and ReedyCreek Improvement District (RCID)) propose to enter into an Interlocal Agreement toshare the cost of retaining technical experts/consultants to evaluate the modeling andenvironmental assessment efforts of the WMDs and to provide feedback to the WMDson their findings. The technical experts/consultants will also work co-operatively with theWMDs on the modeling efforts to develop a consensus on the models and their results.This co-operative contracting and funding effort has been done by the STOPR Groupfor several other issues such as water use permitting, WUP compliance and monitoring,and evaluation of the Kissimmee River Reservation Rule efforts. For this InterlocalAgreement and co-operative effort, STOPR will retain PB America as the primaryconsultant through an existing contract arrangement with Polk County. PB America isthe consultant that developed the STOPR groundwater model for our Water UsePermits (WUP) which is similar to the SFWMD model which is one of the two modelsbeing used in the CFCA Rule revision. The consultant has substantial experience withthe models of all three WMDs and extensive experience with the STOPR members andour permitting efforts since 2006. Additionally, Tetra-Tech, TWA’s consultant for itsWUP and Cypress Lake Wellfield and an environmental consultant, JanickiEnvironmental, will be subconsultants to PB America. Under this Interlocal Agreement,Polk County will be the lead agency contracting with the consultant and the otherSTOPR members reimbursing the County on a cost sharing basis for the contract costs.The cost sharing formula developed between the STOPR members is based on theutilities equally sharing 50% of the cost (10% each) and being allocated a portion of theother 50% based upon the utilities fraction or % of the total of the water permitallocations for all five utilities within SFWMD. TWA’s portion of the cost is the largest ofthe five because the Authority has the largest WUP allocation in SFWMD of the fiveutilities. The contract cost is based on a not to exceed amount of $503,620 withpayments made on a reimbursement for time and materials basis. The PB contract hasa term of 28 months; but, the efforts could extend longer depending on the progress andpace of the regulatory effort. TWA’s share of the total cost is up to $148,820.00.The STOPR group is working on a Memorandum of Understanding (MOU) that willincorporate Orlando Utilities Commission (OUC) and Seminole County into the co-

operative effort. Under the proposed MOU, the other two utilities would shareinformation and retain technical consultants that complement the STOPR efforts at theirexpense.Recommendation: Staff recommends approval of the Interlocal Agreement forParticipation in Regional Cooperation for the Central Florida Coordination AreaRulemaking, Monitoring, and Modeling and authorizes the expenditure of up to$148,820 under the agreement.CFCA Interlocal Agrmt.03.13.2010.blw

CATEGORY:New BusinessAttachment: Consulting Services Agreement with SAICAPPROVAL OF CONTRACT WITH SAIC TO PROVIDE PROJECT MANAGEMENTSUPPORT SERVICES FOR THE AUTOMATIC METER INFRASTRUCTURING(“AMI”) SYSTEM IMPLEMENTATIONExplanation: The AMI Project will run concurrent with the Customer InformationSystem (“CIS”) implementation project that is currently underway. In order to supportboth projects, it is necessary to backfill staff positions that are currently resourced onthe AMI Project, specifically, the Customer Service Manager and Director of BusinessServices who provide on-going project management support as a part of the AMIProject’s project team and steering committee. Staff resources will shift to the CISimplementation over an 8 to 12 month period while the AMI Project is moving forward inPhase 2A, the installation of approximately 16,600 endpoints in the Kissimmee UtilityAuthority (“KUA”) TWA-only area.As background, SAIC helps develop solutions for water utilities to implement AMI toenable greater operational performance and fiscal control of implementation and ongoingmaintenance costs. The AMI project management support services include thetypical services for any large project such as tracking work against the requirements,documenting work and ensuring procedures are sufficient to meet the implementationobjectives. On the quality assurance side the work will focus on insuring the systemfunctions as expected as the installation progresses.Staff is proposing that the Authority enter into a Consultant Services Agreement (“CSA”)with SAIC to provide project management support services during Phase 2, with a notexceed amount of $95,000. The scope of work breaks down under the following tasks:Task 1.1 – Project Management Procedures Development ($27,000)SAIC will develop procedural modifications to be used during Phase 2 to improvequality assurance and data consistency. These modifications will be closelycoordinated with the Authority’s Project Manager to ensure coordination withexisting systems and the Authority’s ability to effectively implement them. Therevised procedures will be documented in a Project Management Manual.10C

Tasks 1.2 – Implementation Oversight ($28,000)SAIC will oversee project management during the first two months of Phase 2installations to ensure that the procedures developed under Task 1.1appropriately and effectively address real-life conditions installation. Proceduralcorrections will be made as needed in response to any identified issues.Task 1.3 – Implementation Support ($40,000) – optional on an as-needed basisSAIC will provide off-site support to the Authority during the remaining months ofPhase 2 implementation. This limited support may include assisting with issuessuch as (but not limited to):Project Manager guidance regarding continued use of recommendedproceduresVendor performance issuesReview of reports to ensure compliance with desired quality levelsThe proposed services to be contract under the CSA will help supplement staffresources that are being redeployed to the CIS implementation over the next 12months. The Authority can potentially reduce a portion of the fee under Task 1.3 as staffresources are freed up following a successful CIS Implementation.RECOMMENDATION: Staff recommends approval the contract with SAIC to provideproject management support services for the installation of the AMI system.10C-Approval to provide project management support services for the AMI project.3.14.12rh

CONSULTING SERVICES AGREEMENT BY AND BETWEENTOHOPEKALIGA WATER AUTHORITYANDSAIC ENERGY, ENVIRONMENT & INFRASTRUCTURE, LLCFORAMI IMPLEMENTATION ASSISTANCE SERVICES

TABLE OF CONTENTSSECTION 1.0 GENERAL ............................................................................................................ 11.1 Defined Terms .................................................................................................................. 11.2 Consultant Organization................................................................................................. 31.3 Key Personnel ................................................................................................................... 31.4 TWA Contractors ............................................................................................................. 41.5 Consultant Staff ................................................................................................................ 41.6 Sealing Documents .......................................................................................................... 41.7 Phasing of Services .......................................................................................................... 4SECTION 2.0 SCOPE OF SERVICES ........................................................................................ 52.1 General .............................................................................................................................. 52.2 Special Services................................................................................................................. 52.3 Addenda ............................................................................................................................ 6SECTION 3.0 TWA ACTIVITIES............................................................................................... 63.1 Documents ........................................................................................................................ 63.2 TWA Policies .................................................................................................................... 73.3 Access ................................................................................................................................ 73.4 Review ............................................................................................................................... 73.5 Communication ................................................................................................................ 7SECTION 4.0 COMPENSATION .............................................................................................. 74.1 General .............................................................................................................................. 74.2 Lump Sum Method .......................................................................................................... 84.2.1 Lump Sum Amount ......................................................................................................... 84.2.2 Payment Requests ............................................................................................................ 84.3 Direct Labor Costs Method ............................................................................................. 84.4 Reimbursable Costs ......................................................................................................... 94.4.1 Direct Labor Costs ........................................................................................................... 94.4.2 Overhead Costs and Labor Cost Multiplier ................................................................. 94.4.2.1 Fringe Benefits .................................................................................................................. 94.4.2.2 General Administrative Overhead .............................................................................. 104.4.3 Subconsultant Costs....................................................................................................... 104.4.4 Other Direct Costs .......................................................................................................... 114.4.4.1 Equipment, Materials, And Supplies .......................................................................... 114.4.4.2 Reproductions ................................................................................................................ 114.4.4.3 Communications And Shipping .................................................................................. 114.4.4.4 Travel And Subsistence ................................................................................................. 114.4.4.5 Miscellaneous ................................................................................................................. 114.4.5 Cost Limitation ............................................................................................................... 124.4.5.1 Limitation ........................................................................................................................ 124.4.5.2 Cost Forecast ................................................................................................................... 124.4.5.3 TWA Approval Required ............................................................................................. 12i

4.5 Addendum Price ............................................................................................................ 124.5.1 Total Price ....................................................................................................................... 124.5.2 Changes ........................................................................................................................... 134.5.3 Progress Payments – Direct Labor Costs .................................................................... 134.5.4 Certification .................................................................................................................... 134.6 Invoice Processing.......................................................................................................... 134.7 Payment in the Event of Agreement Termination or Suspension .......................... 144.8 Additional Compensation for Change in Scope of Assignment ............................. 14SECTION 5.0 WORK COMMENCEMENT/IMPLEMENTATION SCHEDULE/LENGTH OF AGREEMENT .................................................................................................................. 155.1 Work Commencement .................................................................................................. 155.2 Implementation Schedule ............................................................................................. 155.3 Time for Completion ..................................................................................................... 15SECTION 6.0 DESIGNATED REPRESENTATIVES ............................................................. 156.1 Authority ......................................................................................................................... 156.2 Designated Representatives ......................................................................................... 166.2.1 TWA's Designated Representative .............................................................................. 166.2.2 Consultant's Designated Representative .................................................................... 16SECTION 7.0 CHANGES IN SCOPE ...................................................................................... 16SECTION 8.0 TERMINATION/SUSPENSION OF AGREEMENT .................................... 178.1 Termination By TWA For Cause.................................................................................. 178.1.1 Events Of Consultant Default ...................................................................................... 178.1.2 Termination .................................................................................................................... 178.2 Termination by Consultant for Cause ......................................................................... 178.3 Termination by TWA Without Cause ......................................................................... 188.4 Payment in the Event of Termination ......................................................................... 188.5 Action Following Termination ..................................................................................... 188.5.1 Discontinuance of Service ............................................................................................. 188.5.2 Delivery ........................................................................................................................... 188.6 Suspension ...................................................................................................................... 198.6.1 Suspension by TWA ...................................................................................................... 198.6.2 Resumption ..................................................................................................................... 198.6.3 Performance Required ................................................................................................... 198.6.4 Change to Compensation.............................................................................................. 19SECTION 9.0 INDEMNITY AND INSURANCE .................................................................. 209.1 General ............................................................................................................................ 209.2 Insurance ......................................................................................................................... 209.2.1 Workers' Compensation ................................................................................................ 209.2.2 Comprehensive General Liability ................................................................................ 219.2.3 Comprehensive Automobile Liability......................................................................... 219.2.4 Professional Liability Insurance ................................................................................... 21ii

9.2.5 Certificates ...................................................................................................................... 21SECTION 10.0 REPRESENTATIONS AND WARRANTIES ................................................ 22SECTION 11.0 OWNERSHIP OF DOCUMENTS ................................................................... 2211.1 Document Ownership ................................................................................................... 2211.2 Use of Documents .......................................................................................................... 2211.3 Non-Publication ............................................................................................................. 23SECTION 12.0 STANDARDS OF CONDUCT ........................................................................ 2312.1 No Solicitation ................................................................................................................ 2312.2 Employment ................................................................................................................... 2312.3 No Conflict of Interest ................................................................................................... 2312.4 Removal ........................................................................................................................... 23SECTION 13.0 ACCESS TO RECORDS/AUDIT ..................................................................... 2413.1 Books and Records ......................................................................................................... 2413.2 Access to Books and Records ....................................................................................... 24SECTION 14.0 CODES AND DESIGN STANDARDS ........................................................... 2414.1 Compliance With Applicable Laws ............................................................................. 2414.2 Changes to Requirements ............................................................................................. 25SECTION 15.0 ASSIGNMENT BY CONSULTANT ............................................................... 25SECTION 16.0 CONTROLLING LAWS ................................................................................... 25SECTION 17.0 FORCE MAJEURE ............................................................................................ 25SECTION 18.0TIME IS OF THE ESSENCE ........................... Error! Bookmark not defined.SECTION 19.0 EXTENT OF AGREEMENT ............................................................................. 2619.1 Complete Agreement .................................................................................................... 2619.2 Exhibits ............................................................................................................................ 26SECTION 20.0 DISPUTES, REMEDIES, AND ATTORNEY FEES ....................................... 2720.1 Claims and Disputes ...................................................................................................... 2720.2 Remedies ......................................................................................................................... 2720.3 Waiver of Jury Trial; Attorney's Fees .......................................................................... 27SIGNATURE EXECUTION PAGEEXHIBITS: "A" SCOPE OF SERVICES"B" ADDENDUM FORM"C" HOURLY RATES"D" TRAVEL AND SUBSISTENCE POLICY"E" PROJECT STAFFING CHARTiii

THIS Consulting Services Agreement (this "Agreement") is made and entered into the_________ day of _________________, 20 ______ (the "Effective Date") by and between the:TOHOPEKALIGA WATER AUTHORITY951 Martin Luther King BoulevardKissimmee, Florida 34741("TWA") and SAIC Energy, Environment & Infrastructure, LLC, a corporation organizedunder the laws of the State of Florida, (as more fully defined herein, "CONSULTANT"). Eachof TWA and CONSULTANT is a "Party" and collectively they are the "Parties."RECITALSWHEREAS, TWA desires to receive certain services as are hereinafter described andreferred to herein as the "Assignment"; and;WHEREAS, CONSULTANT timely submitted a proposal to TWA to provide suchservices; and;WHEREAS, TWA reviewed the proposal submitted by CONSULTANT and determinedthat the proposal was a sufficient basis for negotiation with CONSULTANT with regard to thedesired services; and;WHEREAS, TWA desires to retain CONSULTANT for the performance of services uponthe terms and conditions hereinafter set forth, and CONSULTANT is desirous of performingsuch services upon said terms and conditions.NOW, THEREFORE, in consideration of the mutual covenants and agreementshereinafter contained, it is agreed by and between the Parties as follows:1.1 Defined TermsSECTION 1.0GENERALThe following terms shall have the meanings assigned to them unless the contextrequires otherwise:"Addenda" has the meaning set forth in Section 2.3."Agreement" has the meaning set forth in the first paragraph, and includes all exhibits,appendices, schedules and attachments hereto, as amended in accordance with the termshereof.1

"Assignment" has the meaning set forth in the recitals, as further described inEXHIBIT A."CONSULTANT" has the meaning set forth in the first paragraph."Cost Limitation" is the limit on the amount of Reimbursable Costs whichCONSULTANT is entitled to reimbursement, as set forth in Section 4.4.5."Designated Representative" has the meaning set forth in Section 6.1."Direct Labor Costs" has the meaning set forth in Section 4.4.1."Effective Date" has the meaning set forth in the first paragraph."Fringe Benefits" has the meaning set forth in Section 4.4.2.1."General and Administrative Overhead" has the meaning set forth in Section 4.4.2.2."Key Personnel" has the meaning set forth in Section 1.3."Labor Cost Multiplier" has the meaning set forth in Section 4.4.2."Lump Sum Method" means the method of payment described in Section 4.2."Overhead Costs" has the meaning set forth in Section 4.4.2."Party" and "Parties" have the respective meanings set forth in the first paragraph."Other Direct Costs" has the meaning set forth in Section 4.4.4."Overhead Cost" has the meaning set forth in the Section 4.5.2."Reimbursable Costs" means the actual costs reasonably incurred by CONSULTANT inits performance of services under an Addendum for which Consultant is entitled to receivereimbursement from TWA as set forth in Section 4, subject to the Cost Limitation."Setoff" means an amount of money to be withheld by TWA or credited against amountsotherwise payable to CONSULTANT to reimburse TWA for expenses, costs and liabilitiesincurred by TWA as a result of the breach, non-performance or default by CONSULTANT of itsobligations, covenants and duties under this Agreement."Sub-Consultant Costs" has the meaning set forth in Section 4.4.3.2

"TWA" has the meaning set forth in the first paragraph.1.2 Consultant OrganizationCONSULTANT represents and warrants that it is duly organized and existing under thelaws of the state of its organization, it is authorized to do and doing business in the State ofFlorida and it possess all licenses, certifications, registrations, permits and other governmentalauthorizations which are necessary in order to conduct its business and perform its obligations,covenants and duties under this Agreement. CONSULTANT shall be responsible for the actsand omissions of each of its principals, managers, employees, professional or otherwise, and allother servants, agents, representatives, advisors, employees, subcontractors and/or subconsultantsretained, engaged or utilized by CONSULTANT to perform its obligations,covenants and duties hereunder. CONSULTANT represents and warrants that it has theexperience and expertise, technical and financial resources, and facilities, equipment, andintellectual property rights necessary to perform the services contemplated hereby inaccordance with the requirements of this Agreement.1.3 Key PersonnelAs of the Effective Date, CONSULTANT has submitted to TWA detailed resumes of keypersonnel, including consultants and subcontractors, that will be involved in performing theservices described in the Assignment (the "Key Personnel"). The Key Personnel involved inperforming services described in the Assignment are as indicated in EXHIBIT E. TWA herebyacknowledges that based upon the information provided to it by CONSULTANT, TWAconsents to such Key Personnel performing the services to be provided under this Agreement.At any time after the Effective Date that CONSULTANT desires to change the Key Personnel inan active Assignment or the scope or role of such personnel, it shall submit the qualifications ofthe proposed additional or replacement personnel to TWA for prior written consent to suchchange. Key Personnel shall include without being limited to principals-in-charge, projectmanagers, persons possessing professional licenses, certifications or registrations and othernon-administrative personnel whose education, training and experience qualifies them toperform material elements of the services to be provided hereunder by CONSULTANT. Theprovisions of this Section 1.3 do not apply to personnel temporarily assigned to performservices under this Agreement for durations of one (1) week or less. CONSULTANTacknowledges and agrees that TWA's consent to performance of services by such Key Personneldoes not constitute nor shall be deemed a representation, warranty, guarantee or endorsementof the expertise, competence or ability of such personnel and shall in no way release ordischarge CONSULTANT from the performance of and compliance with its obligations,covenants and duties under this Agreement.3

1.4 TWA ContractorsCONSULTANT acknowledges that TWA has retained other contractors, vendors andconsultants to perform or provide financial, accounting, engineering, and other work, servicesand items in connection with TWA's fiscal operations related to CONSULTANT's serviceshereunder, and that coordination between such contractors, vendors and consultants andCONSULTANT may be necessary from time to time for the successful completion of theAssignments. CONSULTANT shall provide such coordination as necessary within the Scope ofServices contained in EXHIBIT A.1.5 Consultant StaffCONSULTANT shall maintain an adequate and competent staff of professionallyqualified persons throughout the performance of this Agreement to achieve acceptable andtimely completion of the Assignment. CONSULTANT shall implement quality assurance andquality control programs consistent with customary professional and industry practice tomonitor and provide performance of the services in accordance with the requirements of thisAgreement. CONSULTANT shall assure that personnel, consultants and other personsperforming any of the services or obligations required hereunder possess the necessary licenses,registrations, certifications and other professional qualifications necessary therefore.CONSULTANT shall be responsible for the management, supervision, administration, andscheduling of CONSULTANT services and work to be provided hereunder and assuring thatsufficient numbers of competent and qualified personnel are assigned to and completeperformance of Assignments on a timely basis.1.6 Sealing DocumentsRequirements for sealing all plans, reports and documents prepared by CONSULTANTor which CONSULTANT causes to be prepared for TWA in the performance of the servicesshall be governed by the laws, rules, regulations, and orders of the State of Florida and therequirements of any regulatory agency, administrative agency or other governmental authorityhaving jurisdiction over TWA and TWA's facilities and systems to the extent required.1.7 Phasing of ServicesThe Assignment hereunder is for professional services related to TWA. TWA andCONSULTANT mutually acknowledge that performance of certain of the servicescontemplated by the Assignment may be phased over an extended period of time and thereforethe complete scope of the services hereunder may not be defined with specificity and detail asof the Effective Date. The Parties recognize that if the services hereunder are determined byTWA to be phased over an extended period of time, Consultant shall not proceed with theperformance of services in subsequent phases until separate authorizations may be issued byTWA as Addenda to CONSULTANT during this Assignment setting forth specific requirements4

for the performance by CONSULTANT of such services. Such separate authorizations or workorders will incorporate, to the extent not in conflict with specific terms and conditions thereof,all terms, conditions, provisions and requirements of this Agreement.SECTION 2.0SCOPE OF SERVICESCONSULTANT shall diligently and in a professional and timely manner commence,perform and complete the services and work included in the Assignment. All work andservices shall be performed in accordance with the terms and conditions of this Agreement, anyapplicable Addenda, applicable laws, permits and other governmental authorizations, andcustomary professional and industry practice, and in the event of any conflict in therequirements, standards or criteria of the foregoing, in accordance with the more stringentrequirement unless TWA otherwise directs CONSULTANT in writing. Unless modified in awritten instrument executed by authorized representatives of each of the Parties, the scope ofthe services to be performed by CONSULTANT pursuant to Addendum issued hereunder shallnot be construed to exceed those services specifically set forth herein. CONSULTANT shall beresponsible to procure and maintain all personnel, equipment, tools, apparatus, systems,software, applications, intellectual property rights and interests, authorizations, consents,approvals and other items or services necessary to perform the services and its obligations,duties and covenants hereunder.2.1 GeneralCONSULTANT agrees to perform those services described in EXHIBIT A - SCOPE OFSERVICES. The specific services to be provided by CONSULTANT shall be authorized inwriting as Addenda in accordance with Section 2.3. The services to be performed hereunder byCONSULTANT do not include participation of any kind by CONSULTANT, whatsoever, inany litigation, arbitration, administrative proceeding or other dispute resolution proceeding. Inthe event that TWA should require or request such services, an Addendum may be negotiatedbetween TWA and CONSULTANT describing the nature and scope of services desired byTWA, the a basis for compensation to CONSULTANT, the schedule for performance of theservices and other matters mutually agreed upon by the Parties.2.2 Special ServicesTWA and CONSULTANT agree that certain other services in addition to thosedescribed in EXHIBIT A – SCOPE OF SERVICES may be required to be performed byCONSULTANT during the performance of the Assignment that cannot be defined sufficientlyat the Effective Date. If TWA requests the performance of any such additional services,CONSULTANT shall promptly respond in writing to any request for such services and shall notcommence performance of such additional services unless and until authorized in writing by an5

Addenda issued and executed in accordance with Section 2.3. CONSULTANT shall onlyperform additional services under terms of formal amendments to this Agreement executed byauthorized representatives of the Parties.2.3 AddendaAll Services to be provided by CONSULTANT pursuant to this Agreement shall beauthorized in writing by TWA as addenda prepared using the form delineated as "EXHIBITB - ADDENDUM FORM, which is attached hereto and made a part hereof, or such other formwhich TWA adopts ("Addendum"). Each Addendum shall at a minimum include: a detaileddescription of the services or work to be performed; the documents, deliverables and otheritems to be prepared by CONSULTANT and delivered to TWA; a detailed schedule ofcompletion for performance and completion of the services and work authorized by theAddendum; and the amount and method of compensation. Addenda issued hereunder shall beexecuted by authorized representatives of the Parties, dated and serially numbered. AnAddendum may contain additional instructions or provisions specific to the authorized servicesor work for the purpose of expanding upon certain aspects of this Agreement pertinent to suchservices or work to be undertaken pursuant thereto. Such supplemental instructions orprovisions shall be applicable only to the services or work which are the subject of theAddendum and shall not be construed as a modification of this Agreement or any otherAddendum.SECTION 3.0TWA ACTIVITIESCONSULTANT shall be responsible for the performance of the services and work andthe preparation and delivery of the documents, deliverables and other items required by thisAgreement and the Addenda. TWA shall support CONSULTANT's performance of the servicesand work at no cost to CONSULTANT as follows:3.1 DocumentsMake available to CONSULTANT upon request therefore existing data, records, maps,plans specifications, reports, fiscal data, and other engineering information that is available inTWA's files necessary or useful to CONSULTANT for the performance of the Assignment.CONSULTANT acknowledges and agrees that any such documents, information and data aremade available by TWA to CONSULTANT for reference purposes only unless otherwiseexpressly agreed, and that TWA makes no representation, warranty, promise or guarantee ofany kind with regard to the accuracy, completeness or sufficiency of such documents,information and data for use by CONSULTANT. All of such documents, information and datamade available to CONSULTANT by TWA shall be and remains the property of TWA and shall6

e returned to TWA upon completion of the Assignment to be performed by CONSULTANT orthe earlier termination of this Agreement.3.2 TWA PoliciesMake TWA personnel available where required and necessary to provide informationrelating to or interpretations of TWA's policies, procedures and requirements toCONSULTANT. The availability and necessity of said personnel to support CONSULTANT insuch manner shall be determined solely at the discretion of TWA.3.3 AccessSubject to timely written request therefor, support CONSULTANT in obtaining rights ofaccess to enter upon public lands and private lands as required for CONSULTANT to performsurveys, observations, and other services and work as necessary to complete the Assignment.3.4 ReviewExamine all reports, financial model determinants, financial projections, cost opinionproposals, and other documents presented by CONSULTANT and render decisions, in writing,indicating TWA's approval or disapproval within a reasonable time; provided thatCONSULTANT transmits and delivers such documents to TWA in an orderly manner and in aformat and level of detail consistent with TWA's requirements and promptly responds tocomments and questions by TWA; provided further that TWA's review and approval of anysuch items, or its non-review thereof, will not modify, discharge or otherwise affect the natureand extent of CONSULTANT's obligations, duties and covenants hereunder.3.5 CommunicationTransmit relevant information and provide interpretation and definition of TWApolicies and decisions with respect to design, materials, and other matters to the requested byCONSULTANT and necessary for CONSULTANT'S performance of the services and workcovered by this Agreement.4.1 GeneralSECTION 4.0COMPENSATIONCompensation payable to CONSULTANT for services performed on each Addendum inaccordance with the requirements of this Agreement and the respective Addendum shall becomputed and determined in accordance with one of the following methods of compensation,7

as further defined and indicated herein: (a) the Lump Sum Method or (b) the Direct Labor CostsMethod. The method and amount of compensation for each Addendum issued hereunder shallbe described with specificity on each Addendum.4.2 Lump Sum Method4.2.1 Lump Sum AmountCompensation for services performed under the Lump Sum Method shall be based onthe total, lump sum, fixed price amount agreed upon by the Parties to be payable (which totalfixed price amount includes without limitation all payroll costs, overhead costs, other direct andindirect costs, fees, sub-consultants' and specialist costs) for the services to be provided in theAddendum in accordance with its terms. The lump sum, fixed price amount shall not bemodified unless there is a change in the scope of the services or work or other conditionsstipulated in the Addendum as a result of a request by TWA or the occurrence of events orcircumstances beyond the control of CONSULTANT and not caused by or resulting from thebreach, non-performance, error, omission, fault or negligence of CONSULTANT. Anymodification of the lump sum, fixed amount shall be mutually agreed upon by TWA andCONSULTANT and set forth in formal amendment to this Agreement executed by authorizedrepresentatives of the Parties.4.2.2 Payment RequestsCONSULTANT shall submit payment requests for services performed under anAddendum under the Lump Sum Method no more frequently than monthly. The amount ofany payment request shall be the lump sum, fixed amount multiplied by the percentage of theoverall services and work completed by CONSULTANT during the period covered by thepayment request, amounts in disputes, setoffs or credits. Each request for payment submittedby CONSULTANT shall include a summary description of the progress made during the periodcovered by the payment request, detail the services performed and deliverables submitted toTWA and the basis of the computation of the percentage of services performed in the relevantperiod. TWA shall review the payment request and provide notice to CONSULTANT of anydisputed items, setoffs or amounts within fifteen (15) days of receipt of the payment request.4.3 Direct Labor Costs MethodCompensation for services performed under the Direct Labor Costs Method shall be anamount equal to the sum of CONSULTANT's (a) Direct Labor Costs, (b) Overhead Costs, (c)and other Reimbursable Costs, as applicable, subject to the Cost Limitation as set forth inSection 4.4.5..8

4.4 Reimbursable CostsReimbursable Costs are Direct Labor Costs, Overhead Costs, Sub-consultant Costs, andOther Direct and Unit Costs, as are defined in Section 4.4.1 through Section 4.4.4.4.4.1 Direct Labor Costs"Direct Labor Costs" shall be the actual wages and salaries paid to professional, technicaland other personnel of CONSULTANT for services performed by such personnel whileengaged directly in the performance of CONSULTANT's services under the terms of thisAgreement. A schedule of ranges of actual hourly rates currently paid by CONSULTANT,including its sub-consultants, to classifications of personnel CONSULTANT expects to beemployed to perform services under this Agreement is set forth in "EXHIBIT C - HOURLYRATES SCHEDULE". Any revisions to any of the ranges of actual hourly rates shall benegotiated with and approved by TWA's Designated Representative prior to any request forpayment being submitted to TWA based on such revised rates for services.4.4.2 Overhead Costs and Labor Cost Multiplier"Overhead Costs" shall be cost allowances for Fringe Benefits and General andAdministrative Overhead, as normally recorded and accounted for by CONSULTANT in theconduct of its business, as generally defined in Section 4.4.2.1 and Section 4.4.2.2. OverheadCosts shall be calculated by multiplying Direct Labor Cost by a specified multiplier factor,which for this Agreement shall be set at ________ ("Labor Cost Multiplier"), and shall include alloperating profit.4.4.2.1 Fringe BenefitsFringe Benefits shall include, but not be limited to, the following, as normally recordedand accounted for by CONSULTANT in the conduct of its business:a. Worker's compensation insurance.b. State and Federal unemployment insurance.c. Employer contributions to Social Security.d. Other payroll taxes.e. Salary continuation insurance.f. Life, medical, and dental insurance.g. Vacation, sick leave, and holiday pay.h. Incentive compensation.i. Retirement benefits.9

4.4.2.2 General Administrative OverheadGeneral and Administrative Overhead includes the following indirect costs which arenot identifiable as directly allocable to the Assignment and not otherwise included as a portionof other Reimbursable Costs and expenses:a. Provisions for office, light, heat, and similar items for working space,depreciation allowances or rental of furniture, equipment and engineering instruments,automobile expenses, and office and drafting supplies.b. Taxes and insurance, other than those included as Fringe Benefits, but excludingState and Federal income taxes and applicable sales taxes.c. Library and periodical expense and other means of keeping abreast of advancesin engineering, such as attendance at technical and professional meetings.d. Executive, administrative, accounting, legal, stenographic, and clerical salariesand expenses, (excluding Assignment-identifiable salaries included in salary-related costs andAssignment-related expenses included in reimbursable non-salary expenses), plus salary orimputed salaries of principals, to the extent that they perform general executive andadministrative services as distinguished from technical or advisory services directly applicableto the Assignment.e. Business development expenses, including salaries of principals and salary costsof employees so engaged.f. Provision for loss of productive time of technical employees betweenassignments and for time of principals and employees on public interest assignments.4.4.3 Subconsultant Costs"Subconsultant Costs" are the costs and expenses incurred in connection withsubcontracts and consulting agreements entered into by CONSULTANT with third parties withTWA's prior written consent, for performance of certain of the services to be performed byCONSULTANT hereunder. Administrative surcharges for sub-consultant services are notallowable as and are excluded from Subconsultant Costs. CONSULTANT's cost for subconsultantcoordination must be delineated in the man-hour estimate for the respective task inorder for CONSULTANT to receive reimbursement thereof.10

4.4.4 Other Direct Costs"Other Direct Costs" are the actual costs to CONSULTANT of project-related expensesthat are required to complete the Assignment, as defined in the following paragraphs.4.4.4.1 Equipment, Materials, And SuppliesThis item includes all equipment, materials, and supplies used and consumed directly inthe performance by CONSULTANT of the services hereunder which are not included inCONSULTANT's General and Administrative Overhead costs, as determined and defined inSection 4.4.2.2, such as: special report binders; and costs of plans, drawings and reports fromother public agencies, utility companies, and other like bodies. Any equipment or materialitems purchased solely for the performance of the Assignment covered by this Agreementwhich individually have a value in excess of $25.00, shall be the property of TWA at the time ofpurchase and will be promptly delivered to TWA at the termination of this Agreement.4.4.4.2 ReproductionsThis item includes the identifiable costs of copying, reproducing and printing of plans,specifications, sketches, drawings, reports, photographs and correspondence.4.4.4.3 Communications And ShippingThis item includes identifiable long-distance communications, postage and expresscharges.4.4.4.4 Travel And SubsistenceThis item includes local and long distance travel, subsistence, and transportationexpenses of personnel for the performance of the Assignment under the terms of thisAgreement, not to exceed rates and limits as established by TWA. Such TWA limits aredescribed in EXHIBIT D - TWA TRAVEL AND SUBSISTENCE POLICY AND ALLOWANCES.4.4.4.5 MiscellaneousThis item includes any other identifiable project-related costs and expenses incurred byCONSULTANT in connection with the services performed under the terms of this Agreementthat are not applicable to general overhead or other categories of Reimbursable Costs, includingbut not limited to: special equipment rental costs; costs for temporary personnel; and CADDservices.11

4.4.5 Cost Limitation4.4.5.1 LimitationNotwithstanding the actual total of all Reimbursable Costs actually incurred byCONSULTANT, as determined and defined in Section 4.4.1 through Section 4.4.4, for servicesperformed under an Addendum, CONSULTANT will not be entitled to request or receivepayment of Reimbursable Costs in an amount which exceeds the Cost Limitation established forand indicated in the Addendum without a specific formal amendment to the Addendumsigned by an authorized representative of each Party.4.4.5.2 Cost ForecastIf it becomes apparent at any time before the services to be rendered under anAddendum are about eighty (80) percent complete, that CONSULTANT's estimated totalReimbursable Costs for performance of services under an Addendum will likely exceed theCost Limitation indicated in the Addendum, TWA and CONSULTANT shall meet after noticeand written request by CONSULTANT TO TWA to review the forecast. If the situation is dueto reasons not attributable to or resulting from the breach, fault error, omission or failure ofCONSULTANT to perform the services in accordance with the terms of this Agreement, theParties may (i) increase the Cost Limitation for the Addendum to provide additional costrecovery to CONSULTANT, or (ii) renegotiate the scope of services of the Addendum so thatthe Cost Limitation will not be exceeded. The results of any such review, to the extent requiringmodification to this Agreement, will be detailed in a formal amendment to the Addendumsigned by an authorized representative of each Party.4.4.5.3 TWA Approval RequiredTWA is not obligated to reimburse CONSULTANT for costs incurred in excess of theCost Limitation indicated for the Addendum. CONSULTANT's obligations, liabilities,commitments, costs or expenditures incurred in excess of the Cost Limitation indicated for anAddendum prior to written approval by TWA for any additional costs and expenses shall be atCONSULTANT's sole risk and expense.4.5 Addendum Price4.5.1 Total PriceThe total price for services to be performed under an Addendum shall be one of thefollowing: (1) a Lump Sum Price; or (2) an amount computed as the sum of (a) multiplying theDirect Labor Cost times the Labor Cost Multiplier as provided in Section 4.4.2, and (b) OtherDirect Costs (subject to the Cost Limitation), which amount shall not be exceeded without12

formal amendment to the Addendum signed by an authorized representative of each Party,unless Agreement is terminated in accordance with Section 8.0.4.5.2 ChangesIn the event any action or combination of actions taken pursuant to Section 7.0 arereasonably believed by CONSULTANT, with the written concurrence of TWA, to cause amaterial increase or decrease in the scope of services of any Addendum, an equitableadjustment to the Addendum Price shall be negotiated by the Parties. Any request byCONSULTANT for an adjustment of the Addendum Price must be asserted in writing withinthe forty-five (45) days after the earlier of (a) the occurrence of any such action or combinationof actions taken pursuant to Section 7.0 and (b) TWA's notice of changed work, unless TWAshall grant a further period of time in its sole discretion for an adjustment requested by TWA.4.5.3 Progress Payments – Direct Labor CostsFor an Addendum performed under the Direct Labor Costs Method of compensation,CONSULTANT shall submit at the end of each monthly period an invoice of ReimbursableCosts incurred in such period. Each invoice shall include the Overhead Rate (as set forthherein). All invoices for Reimbursable Costs shall be itemized in an invoice format and with alevel of detail acceptable to TWA. Each invoice submitted by CONSULTANT shall include asummary description of the progress made and items of services completed during the periodcovered by the invoice. All Reimbursable Costs included in the invoices shall be taken frombooks of accounts and records kept by CONSULTANT in accordance with good engineeringpractice and generally accepted accounting principles and shall be supported byCONSULTANT's monthly "Billing Cost Detail Report".4.5.4 CertificationEach invoice submitted by CONSULTANT for any payment relating to this Agreementand any Addendum shall be accompanied by a statement from CONSULTANT describing andcertifying that the invoice is only for services and work performed by CONSULTANT inaccordance with the terms of this Agreement during the period covered by the invoice byreference to the specific tasks described in the Scope of Services contained in the Addendum.4.6 Invoice ProcessingInvoices received by TWA will be processed for payment within thirty (30) days ofreceipt by TWA. CONSULTANT will be notified of any disputed or questionable itemscontained in invoices submitted by CONSULTANT within fifteen (15) days of receipt of aninvoice by TWA, with an explanation of the deficiencies. The Parties shall make every effort toresolve all questionable items contained in CONSULTANT's invoices within thirty (30) days ofnotice by TWA of deficiencies.13

At the end of the thirty (30) day period after receipt of CONSULTANT's invoice, TWAshall pay CONSULTANT the invoice amount less any unresolved questionable items, anycredits or setoffs by TWA.Invoices are to be forwarded directly to the following:Accounts PayableTohopekaliga Water Authority951 Martin Luther King BoulevardKissimmee, Florida 34741In any dispute between the Parties arising out of or relating to this Agreement, theprevailing party shall be entitled to recover costs and expenses reasonably incurred inconnection with the resolution of the dispute, including reasonable attorney's fees.4.7 Payment in the Event of Agreement Termination or SuspensionIn any dispute between the Parties arising out of or relating to this Agreement, theprevailing party shall be entitled to recover costs and expenses reasonably incurred inconnection with the resolution of the dispute, including reasonable attorneys' fees.4.8 Additional Compensation for Change in Scope of AssignmentIf instructed to do so by TWA, CONSULTANT shall change or revise services or workthat has been performed, and if such change or revision is not required as a result of the breachby CONSULTANT of its obligations, duties and covenants hereunder or any error, omission,negligence or violation of applicable law by CONSULTANT, CONSULTANT may be entitled toadditional compensation to the extent that such change or revision requires additional work orservices. The additional compensation shall be requested in writing by CONSULTANT on arevised fee quotation proposal which must be submitted to TWA for prior approval. Theadditional compensation, if any, shall be agreed upon by the Parties before commencement byCONSULTANT of performance of any such additional work or services and shall beincorporated into the Assignment by formal amendment or Addendum to this Agreementsigned by an authorized representative of each Party.14

SECTION 5.0WORK COMMENCEMENT/IMPLEMENTATION SCHEDULE/LENGTH OF AGREEMENT5.1 Work CommencementCONSULTANT will commence performance of services and work hereunder promptlyafter receipt of a fully executed copy of this Agreement and related Addenda. Receipt byCONSULTANT shall constitute written notice to proceed with performance of services andwork under this Agreement and the Addendum.5.2 Implementation ScheduleCONSULTANT shall make every effort to adhere to the schedule established forperformance and completion of the services under the various Addenda described in theAssignment. In the event the work or services of CONSULTANT is interrupted due to nobreach of this Agreement by CONSULTANT or the negligence, fault, error or omission ofCONSULTANT, and such interruption causes delay in the completion of an Addendum of theAssignment, CONSULTANT shall be entitled to an appropriate extension of the time tocomplete the work or services under the specified Addendum of the Addendum. In the eventthat such delay causes CONSULTANT to incur additional costs to complete the services underan Addendum, TWA and CONSULTANT shall negotiate the amount of any additionalcompensation to by paid to CONSULTANT for additional costs to be incurred byCONSULTANT.5.3 Time for CompletionThe provisions of this Agreement and the various rates of compensation forCONSULTANT's services provided elsewhere in this Agreement have been agreed to inanticipation of the orderly and continuous progress of the performance and completion of theservices and work by CONSULTANT and the Assignment. CONSULTANT's obligation torender services hereunder will extend for a period which may be reasonably required tocomplete the Assignment.6.1 AuthoritySECTION 6.0DESIGNATED REPRESENTATIVESEach Party has designated herein the person or persons who represent such Party in allmatters pertaining to and arising from this Agreement and the services, work and performanceof this Agreement (each a "Designated Representative"). A Party shall be entitled to rely on15

decisions and determinations made by and communications given to or received from the otherParty's Designed Representative. A Party may change its Designated Representative at anytime by notice to the other Party.6.2 Designated Representatives6.2.1 TWA's Designated RepresentativeUntil further notice from the Executive Director, the Designated Representative for TWAfor this Agreement is:Mr. Rodney HendersonDirector of Business ServicesTohopekaliga Water Authority951 Martin Luther King BoulevardKissimmee, Florida 347416.2.2 Consultant's Designated RepresentativeUntil further notice, the Designated Representative for CONSULTANT for thisAgreement is:Mr. Brian Houston, Senior Project ManagerSAIC Energy, Environment & Infrastructure, LLC3030 North Rocky Point Drive WestSuite 470Tampa, Florida 33607SECTION 7.0CHANGES IN SCOPETWA or CONSULTANT may request changes in the Scope of Services of an Addendum.If the Parties mutually agree to the terms and conditions of a change, including any increase ordecrease in the amount of CONSULTANT's compensation for any Addendum pursuant toSection 4.0, the change shall be incorporated by formal amendment to the Addendum.16

8.1 Termination By TWA For CauseSECTION 8.0TERMINATION/SUSPENSION OF AGREEMENT8.1.1 Events Of Consultant DefaultTWA may terminate this Agreement for any one or more of the following: (a) ifadequate progress on any portion or phase of the Assignment is not being made byCONSULTANT as a result of CONSULTANT's error, omission, breach, fault or failure toperform; (b) the quality of any of the services performed by CONSULTANT is not inconformance with commonly accepted design codes and standards, applicable law, standardsof TWA, and the requirements of Federal and/or State regulatory agencies in effect as of theEffective Date; (c) CONSULTANT or any employee, agent, subcontractor or sub-consultant isindicted or has a direct charge issued against it for any crime arising out of or in conjunctionwith any services or work that has been performed hereunder or relating hereto, (d)CONSULTANT becomes insolvent, unable to pay its creditors, becomes involved in eithervoluntary or involuntary bankruptcy proceedings, or makes an assignment for the benefit ofcreditors; (e) CONSULTANT violates the Standards of Conduct provisions in Section 12.0 or (f)any services to be performed by Key Personnel are performed by persons not designated as theKey Personnel to perform such services.8.1.2 TerminationIn the event of the occurrence or existence of any of the events of default byCONSULTANT, TWA, through the Executive Director, Designated Representative or otherdesignee, may deliver notice to CONSULTANT requesting that CONSULTANT show causewhy the Agreement should not be terminated. If the breaches or defaults are not cured andassurances and explanations acceptable to TWA in its discretion are not given to TWA withinfifteen (15) days of the receipt by CONSULTANT of said show cause notice, CONSULTANTshall be in default, and TWA may, without prejudice to its other rights and remedies under thisAgreement or available at law, immediately terminate this Agreement without further action ornotice, and exercise such other rights and remedies.8.2 Termination by Consultant for CauseCONSULTANT may cancel this Agreement if: (a) TWA persistently fails after notice andopportunity to cure to meet its obligation and responsibilities as contained in Section 3.0, (b)TWA fails to pay CONSULTANT in accordance with Section 4.0. In the event of either of thecauses described in (a) or (b), CONSULTANT may send a certified letter requesting that TWAshow cause why the Agreement should not be terminated. If the breach is not cured by TWA oradequate assurances are not given to CONSULTANT within thirty (30) days of the receipt by17

TWA of said show cause notice, then CONSULTANT may consider TWA to be in default, andmay immediately terminate this Agreement.8.3 Termination by TWA Without CauseNotwithstanding any other provision of this Agreement, TWA shall have the right atany time to terminate this Agreement or all or a portion of the Assignment for convenience andwithout cause, or terminate any Addendum for convenience and without cause, provided thatten (10) days prior written notice is given to CONSULTANT of TWA's intent to terminate. Inthe event that an Assignment(s) is terminated, TWA shall identify the specific Addendum orAddenda being terminated and the specific Addendum or Addenda, if any, to be continued tocompletion pursuant to the provisions of this Agreement. This Agreement will remain in fullforce and effect as to all authorized Addenda, if any, which are to be continued to completionunder this type of arrangement.8.4 Payment in the Event of TerminationIn the event this Agreement or the Assignment is terminated or canceled prior to finalcompletion, payment for the unpaid portion of the services provided by CONSULTANT to thedate of termination and any additional services thereafter will be determined by negotiationbetween TWA and CONSULTANT. No amount shall be allowed or payable to CONSULTANTfor anticipated profit on unperformed services or other work, consequential, indirect, incidentalor similar damages. In the event of termination for cause, TWA may adjust and effect a setoffagainst any payment amounts to take into account any additional costs to be incurred by TWAdue to such default.8.5 Action Following Termination8.5.1 Discontinuance of ServiceUpon receipt of notice of termination, given by either Party, CONSULTANT shallpromptly discontinue all services and other work relating to this Agreement or any Addendum,unless the notice provides otherwise or unless services are necessary to secure the facility orimprovements related to the services, to accomplish transition of services to TWA or a designeeor transfer and deliver files and documents to TWA or its designee.8.5.2 DeliveryIn the case of TWA terminating CONSULTANT, CONSULTANT shall within ten (10)days deliver or otherwise make available to TWA all reports, drawings, plans, specificationsand other data and documents that have been obtained or prepared by CONSULTANT inperforming the services under this Agreement, regardless of whether the work on suchdocuments has been completed or is in progress.18

8.6 Suspension8.6.1 Suspension by TWAThe performance of CONSULTANT's service under any provision of this Agreementmay be suspended by TWA at any time. TWA may suspend CONSULTANT's serviceshereunder at any time by notice to CONSULTANT. Such suspension shall be effective upon thedate of such notice, and TWA shall pay to CONSULTANT all fees which have become due andpayable to CONSULTANT to the effective date of such suspension provided that suchsuspension is not due to the breach, negligence, fault or non-performance by CONSULTANT.TWA shall thereafter have no further obligation for payment to CONSULTANT for thesuspended services unless and until TWA notifies CONSULTANT that the suspended servicesof CONSULTANT are to be resumed.8.6.2 ResumptionUpon receipt of written notice from TWA that some or all of CONSULTANT's serviceshereunder are to be resumed, CONSULTANT shall complete services required hereunder andbe entitled to payment of unpaid compensation remaining under this Agreement forperformance of such services in accordance herewith.8.6.3 Performance RequiredIn no event will any compensation or any part thereof become due or payable toCONSULTANT hereunder unless and until CONSULTANT has performed and completed theservices and work for which compensation is due and payable to CONSULTANT under theprovisions of this Agreement.8.6.4 Change to CompensationIf the aggregate time of TWA's suspension or suspensions of CONSULTANT's servicesunder any Addendum of this Agreement exceeds sixty (60) days, then CONSULTANT andTWA shall, upon request of CONSULTANT within thirty (30) days thereof, meet to assess theservices performed hereunder up to the time of such meeting, the services remaining to beperformed, and the total compensation paid to CONSULTANT hereunder. CONSULTANTmay request a change in compensation to be paid to CONSULTANT for the balance of theservices to be performed hereunder. No increase in such compensation to CONSULTANT shallbe allowed unless it is based upon clear and convincing evidence of an increase inCONSULTANT's costs directly attributable to such suspensions.19

SECTION 9.0INDEMNITY AND INSURANCE9.1 GeneralIf any claims, demands, lawsuits, actions, complaints, investigations or proceedings aremade, brought, commenced or threatened against TWA, including its agents and/or employees,or if TWA is sued, threatened with suit or held liable in any manner whatsoever, as a result of,or by reason of, any breach, non-performance, negligence, errors, omissions, or violations of anyapplicable law, permit, rule or regulation by CONSULTANT, then and in that eventCONSULTANT will at all times indemnify, defend and save TWA and its managers,supervisors, agents, representatives and/or employees, harmless from and against any liabilityfor damages, compensations, settlements, suits, judgments, loss, costs, charges and expenses ofwhatsoever kind of nature, including but not limited to attorney and experts and consultant'sfees, and court costs, which they shall or may at any time sustain or incur.9.2 InsuranceCONSULTANT will obtain or possess and continuously maintain the followinginsurance coverage from a company or companies authorized to do business in the State ofFlorida and on forms of coverage acceptable to TWA. CONSULTANT shall provideMemorandums of Insurance to TWA, evidencing such insurance, within fifteen (15) daysfollowing the date for commencement of services and work by CONSULTANT hereunder andprior to renewal or extensions of such insurance. Prior to any cancellation or materialalterations in the coverage, thirty (30) days prior to the cancellation or material alteration theCONSULTANT shall provide written notice to TWA of such cancellation or material alteration,except for Professional Liability for which a 30 day notice, and CONSULTANT shall provideTWA 10 days notice in the event of a non-payment of premium.9.2.1 Workers' CompensationCONSULTANT will provide and maintain Workers' Compensation for all employees atthe site location and, in case any work is subcontracted, will require each subcontractor toprovide Workers' Compensation for all employees. The coverage limits will be statutory forWorkers' Compensation and $100,000 for Employers' Liability.20

9.2.2 Comprehensive General LiabilityCONSULTANT will provide and maintain coverage for all operations including, but notlimited to, Contractual, Products and Completed Operations, and Personal Injury. Thecoverage limits will be not less than $1,000,000 Combined Single Limit (CSL) or its equivalentand a general aggregate limit of $2,000,000.9.2.3 Comprehensive Automobile LiabilityCONSULTANT will provide and maintain coverage for all company- owned andnon-owned vehicles with limits of not less than $1,000,000 Combined Single Limit (CSL) or itsequivalent.9.2.4 Professional Liability InsuranceAnnual Professional Liability Insurance will be maintained with coverage in the amountof $1,000,000 that protects CONSULTANT.Professional Liability Insurance shall provide for all sums which CONSULTANT shallbe obligated to pay as damages for claims arising out of the service performed byCONSULTANT, or any person or subcontractor employed by CONSULTANT, in conjunctionwith this Agreement. This insurance shall also be maintained for a minimum of one (1) yearafter completion of any related construction and acceptance of the facilities designed byCONSULTANT under this Agreement.9.2.5 CertificatesCONSULTANT shall furnish Certificates of Insurance forwarded directly to thefollowing:Tohopekaliga Water Authority951 Martin Luther King BoulevardKissimmee, Florida 34741Attention: Rodney Henderson, Designated Representative with information copy toTWA's Purchasing Department. The certificates shall clearly indicate that CONSULTANT hasobtained insurance of the type, amount and classification required by these provisions.21

SECTION 10.0REPRESENTATIONS AND WARRANTIESCONSULTANT hereby certifies, covenants and warrants that wage rates and other costdata supporting the compensation provided for in this Agreement are accurate, complete andcurrent as of the Effective Date. It is further agreed that CONSULTANT's compensation underthis Agreement may be adjusted to exclude any sums in the event TWA determinesCONSULTANT's compensation was increased due to inaccurate or incomplete wage rates orother factual unit costs. All such price adjustments shall be made prior to the end of thisAgreement. Records of cost incurred under the terms of this Agreement shall be maintainedand made available to TWA for review, auditing and copying by TWA and its designee duringthe period of this Agreement and for three (3) years after final payment is made. Copies ofthese documents and records shall be furnished upon request to TWA at no cost. For thepurpose of this Section 10.0, the end of this Agreement shall be deemed to be the date of finalacceptance of the work by TWA.11.1 Document OwnershipSECTION 11.0OWNERSHIP OF DOCUMENTSIt is understood and agreed that all documents, including, without limitation, detailedreports, plans, original drawings, survey field notebooks, and all other items and data (otherthan working papers), prepared or obtained by CONSULTANT in connection with or relatingto the services and work hereunder, shall be delivered to and shall become the property ofTWA prior to final payment to CONSULTANT. CONSULTANT may retain reproduciblecopies of all documents for its files at its cost. CONSULTANT and its subcontractors shall notmake such documents available to any individuals or organizations without the prior writtenapproval of TWA, which approval may be withheld by TWA in its absolute and sole discretion.11.2 Use of DocumentsTWA acknowledges that any reuse of documents prepared by CONSULTANT for thisAssignment without written verification or adaptation by CONSULTANT for the specificpurpose intended will be at TWA's sole risk. Any such verification or adaptation requested byTWA and performed by CONSULTANT will entitle CONSULTANT to further compensation atrates to be agreed upon by TWA and CONSULTANT.22

11.3 Non-PublicationCONSULTANT shall not publish or release to the media any documents or informationrelating to or concerning this Agreement, any Addenda or the Assignment without the priorwritten approval of TWA.12.1 No SolicitationSECTION 12.0STANDARDS OF CONDUCTCONSULTANT warrants that it has not employed or retained any company or person,other than a bona fide employee working solely for CONSULTANT, to solicit or secure thisAgreement and that CONSULTANT has not paid or agreed to pay any person, company,corporation, entity or firm other than a bona fide employee working solely for CONSULTANTany fee, commission, percentage, gift, or any other consideration, contingent upon or resultingfrom the award of making of this Agreement.12.2 EmploymentCONSULTANT shall comply with all Federal, State and local laws and ordinances ineffect on the Effective Date and applicable to the services, work or payment therefor, and shallnot discriminate on the grounds of race, color, religion, sex, or national origin in theperformance of services or work under this Agreement.12.3 No Conflict of InterestCONSULTANT hereby certifies that no conflict of interest exists with respect to thepresent Agreement, including without limitation any conflicts that may be due torepresentation of other clients, other contractual relationships of CONSULTANT, or anyinterest in property which CONSULTANT may have. CONSULTANT further certifies that itwill use best efforts to avoid any apparent conflict of interest that arises during the term of thisAgreement will be immediately disclosed in writing to TWA. Violation of this Section will beconsidered as justification for immediate termination of this Agreement under the provisions ofSection 8.1.12.4 RemovalTWA is empowered to require CONSULTANT to remove any employee orrepresentative of CONSULTANT from working on this Agreement which TWA determines inits sole discretion is not satisfactorily performing his/her assigned duties or is demonstratingimproper conduct. TWA shall notify CONSULTANT in writing of TWA's objections prior to23

CONSULTANT's removal of any employee or representative from the performance of servicesor work under this Agreement.13.1 Books and RecordsSECTION 13.0ACCESS TO RECORDS/AUDITCONSULTANT shall maintain books, records, documents, time and costs accounts andother evidence directly related to its performance of services under this Agreement. All timerecords and cost data shall be maintained in accordance with good engineering practice, TWA'srequirements and generally accepted accounting principles. CONSULTANT shall also maintainthe financial information and data necessary to determine overhead rates in accordance withthe requirements of Federal and State regulatory and administrative authorities and thisAgreement. TWA, or any of its duly authorized representatives, shall be provided accessduring normal business hours within forty-eight (48) hours after notice to CONSULTANT tosuch books, records, documents, accounts and other evidence for review, inspection, audit andcopying. Copying of CONSULTANT's books, records, documents, time records and costaccounts, and other evidence shall be at TWA's expense unless TWA discovers errors,discrepancies or overpayments to CONSULTANT.13.2 Access to Books and RecordsCONSULTANT shall maintain and allow access to the records required under thisSection 13.0 for a period no less than the later of three (3) years after (a) the completion of theservices provided under this Agreement and date of final payment for said services, or (b) thedate of termination of this Agreement as may have been exercised under Section 8.0.14.1 Compliance With Applicable LawsSECTION 14.0CODES AND DESIGN STANDARDSCONSULTANT shall in the performance of its services, obligations and dutieshereunder at all time comply and maintain conformance with applicable laws, governmentalauthorizations, commonly accepted design codes and standards, published standards, criteriaand requirements of TWA, and the requirements of any Federal and/or State regulatory andadministrative authorities and agencies.24

14.2 Changes to RequirementsCONSULTANT shall be responsible for keeping appraised of any change, modification,supplement, deletion from or addition to codes or requirements, which requirements must beapplied to the Assignment to be performed under this Agreement. CONSULTANT shallpromptly notify TWA of any change, modification, supplement, deletion from or addition tosuch standards and requirements which will affect the cost and/or time for performance byCONSULTANT of the services and its obligations hereunder. Subject to CONSULTANTproviding timely notice in accordance herewith and subject to negotiation, CONSULTANT mayrequest an increase in scope and compensation by formal amendment to this Agreement.SECTION 15.0ASSIGNMENT BY CONSULTANTCONSULTANT shall not subcontract, assign, delegate or transfer any obligations underor rights or interests in this Agreement to any person or entity, without the prior writtenconsent of TWA in its sole and absolute discretion. Notwithstanding the foregoing, claims formoney due or to become due CONSULTANT from TWA under this Agreement may bepledged or assigned as collateral or security by CONSULTANT to a bank, trust company, orother financial institution without such TWA approval; provided, however, that notice of anysuch assignment or transfer shall be furnished promptly by CONSULTANT to TWA. In theevent of any such assignment, TWA shall be entitled to fully and completely rely and act uponany notices, requests or other communications received from any such bank, trust company,financial institution or other assignee or transferee without any investigation, confirmation orverification by TWA. Unless otherwise provided in writing by TWA to CONSULTANT, theconsent of TWA to any subcontract, assignment or transfer shall not in any way relieve ordischarge CONSULTANT from the performance and payment of its obligations, covenants andduties hereunder.SECTION 16.0CONTROLLING LAWSThis Agreement and the Parties' respective obligations and duties and rights, remediesand benefits are to be governed by the laws of the State of Florida.SECTION 17.0FORCE MAJEURENeither Party shall be considered in default in performance of its obligations hereunderto the extent that performance of such obligations, or any of them, is delayed or prevented by25

the occurrence of a Force Majeure. Force Majeure shall include but not be limited to hostility,revolution, civil commotion, strike, epidemic, fire, flood, wind, earthquake, explosion, anychange in law, proclamation, regulation or ordinance or other act of government after theEffective Date, or any act of God or any cause whether of the same or different nature, existingor future; provided, however, that the cause whether or not enumerated in this Section 17.0 isbeyond the control of and not resulting from or attributable to the breach of this Agreement,fault, negligence or lack of due diligence by the Party seeking relief under this Section 17.0. Theaffected Party shall promptly provide detailed notice to the other Party of the Force Majeurewhich prevents or delays the performance of any obligation, describing in such notice theobligations affected thereby and the anticipated duration of the effect of the Force Majeure. Theaffected Party shall use reasonable efforts to mitigate the duration and the effect of the ForceMajeure upon such Party's performance of the affected obligations and such provide periodicupdates of its efforts to resume full performance of its obligations. The affected Party shallcontinue to perform obligations not affected by the Force Majeure.SECTION 18.0STANDARD OF PERFORMANCECONSULTANT and TWA will establish a mutually agreeable schedule for the project(Project Schedule). The Project Schedule will define time frame for CONSULTANT'S work, aswell as, requirements for TWA's participation in the project. CONSULTANT will diligentlyperform the work. CONSULTANT and TWA mutually agree to use their best efforts toconform to the Project Schedule.19.1 Complete AgreementSECTION 19.0EXTENT OF AGREEMENTThis Agreement, together with the Exhibits hereinafter identified and listed in Section19.2, constitute the entire Agreement between TWA and CONSULTANT and supersede allprior written or oral negotiations, discussions, communications, agreements or understandingsin connection with or relating to the subject matter of this Agreement. This Agreement mayonly be amended, supplemented, modified or waived by a formal amendment or Addendumto this Agreement signed by an authorized representative of each Party or a waiver signed byan authorized representative of the Party to be bound thereby. This Agreement and thedocuments executed by the Parties pursuant hereto shall be binding on the Parties and theirsuccessors and permitted assigns, but shall confer no right, benefit or privilege on any thirdparty unless expressly provided herein. The headings are for convenience of reference only anddo not affect the interpretation, meaning or application of this Agreement.19.2 Exhibits26

The Exhibits supplemental to, incorporated into and made a part of this Agreement areas follows:EXHIBIT A - SCOPE OF SERVICESEXHIBIT B - ADDENDUM FORMEXHIBIT C - HOURLY RATES SCHEDULEEXHIBIT D - TWA TRAVEL AND SUBSISTENCE POLICY AND ALLOWANCESEXHIBIT E - PROJECT STAFFING CHART20.1 Claims and DisputesSECTION 20.0DISPUTES, REMEDIES, AND ATTORNEY FEESAny claims, disputes, controversies and/or matters in question between TWA andCONSULTANT arising out, relating to or concerning this Agreement, or the breach or defaulthereof, including without limitation claims for extra compensation or schedule relief byCONSULTANT, shall be described in detail in a written notice delivered by the aggrieved Partyto the other Party within forty-five (45) days of the event, occurrence or circumstances givingrise thereto. If the aggrieved Party fails to deliver such detailed written notice within saidforty-five (45) day period, the aggrieved Party shall be deemed to have waived any claims andsuch Party covenants and agrees to not make such claim against the other Party at any time inthe future. Should any claim or dispute not be mutually resolved between the Parties withinsixty (60) days after delivery of notice by the aggrieved Party, the aggrieved Party shall thenhave the right to seek to resolve the matter in accordance with the provisions of Section 20.2.20.2 RemediesExcept as provided in Section 20.1, the exclusive forum and venue for any and all claims,disputes, controversies or matters in question between TWA and CONSULTANT arising out of,relating to or concerning this Agreement, or the breach or default hereof, will be the CircuitCourt of Osceola County, Florida.20.3 Waiver of Jury Trial; Attorney's FeesEach of TWA and CONSULTANT mutually agree to and do hereby knowingly andvoluntarily waive trial by jury in any action, proceeding or claim which may be brought byeither Party against the other on any claims, disputes, controversies or matters arising out of,relating to or concerning this Agreement. Neither Party shall be entitled to any presumption inits favor or burdened by any presumption on the basis of its involvement in the preparation ofthis Agreement for execution by the Parties.27

IN WITNESS WHEREOF, TWA and CONSULTANT have executed this Agreement tobecome effective on the day and year written in the first paragraph above.TOHOPEKALIGA WATER AUTHORITYBruce R. Van Meter, ChairmanBoard of SupervisorsAttest – Thomas White, SecretaryBoard of SupervisorsApproved as to form and legalityTWA AttorneyBoard of Supervisors Approval Date:CONSULTANTBy:Name:Its:28

EXHIBITSThe Exhibits supplemental to, incorporated into and made a part of this Agreement areas follows:EXHIBIT A - SCOPE OF SERVICESEXHIBIT B - ADDENDUM FORMEXHIBIT C - HOURLY RATES SCHEDULEEXHIBIT D - TWA TRAVEL AND SUBSISTENCE POLICY AND ALLOWANCESEXHIBIT E - PROJECT STAFFING CHART

EXHIBITA–SCOPEOFSERVICESThe Scope of Services for Addendums to this contract will be specifically defined in eachAddendum; however, the general scope of services covered by this contract includes thesupport for the project in the areas of Project Management and Controls to assist with thecompletion of the project consistent with the project’s objectives through Phase 2, but notnecessarilybelimitedtothefollowingservices:ProvideconsultingservicesondevelopingprojectmanagementproceduresforPhase2ProjectmanagementprocedurevalidationImplementationoversightA-1

Exhibit BTOHOPEKALIGA WATER AUTHORITY CONTRACT ADDENDUM ADDENDUM #:DATE:AMENDMENT:Per the terms, conditions, and specifications of the Tohopekaliga Water Authority (TWA) with(Consultant)for(Project)the following described changes are agreed to and are hereby accepted and incorporated:DESCRIPTION OF ASSIGNMENT:FORM OF COMPLETED DELIVERABLES:BASIS OF PAYMENT: Services shall be made on the basismethod in accordance with the Agreement, the total not to exceed $further authorization from the Board of Supervisors.(method of compensation)withoutESTIMATED DATE OF COMPLETION: This Assignment shall be completed withincalendar days fromthe receipt of this fully executed Addendum orcalendar days from receipt of TWA-providedinformation, if any, which the Parties have agreed is necessary for the Consultant to proceed with thisassignment.Previous Contract Total Dollars: $ XX,XXXNET Dollars for this Change (Addition/Subtraction):XX,XXXNET CONTRACT TOTAL DOLLARS: $ XX,XXXAccepted By:Requested:Brian L. Wheeler, Executive DirectorTitle/Position:Approved By:Company Name: SAIC ENERGY, ENVIRONMENT & INFRASTRUCTURE, LLCBruce R. Van Meter, ChairmanBoard of SupervisorsBoard of Supervisors Approval Date:B-1

EXHIBIT C – SAIC HOURLY RATES SCHEDULEThe following table shows SAIC’s hourly rates for services provided.IndividualHourly RateVice President $300Sr. Project Consultant $215Consultant $175Project Administration $80C-1

EXHIBIT D – TWA TRAVEL AND SUBSISTENCE POLICY AND ALLOWANCES1. Reimbursement for air fare shall be based on coach rates. First Class rates will only beapproved if TWA required and expeditious action and coach rates were unavailable.2. Maximum mileage allowance will be the current IRS mileage rate.3. Car rental reimbursement shall be for compact cars, up to two occupants, andintermediate cars for over two occupants. CONSULTANT shall use reasonable efforts toobtain the lowest rates available.4. Reimbursement for lodging shall be for the actual expenses for lodging at a single-roomrate at a "non-resort" type hotel located in the vicinity of TWA’s administrative offices.5. Meals shall be reimbursed as follows:a. Breakfast - $15.00b. Lunch - $17.00c. Dinner - $30.006. Reimbursement for meals shall not apply to local employees within 60-mile radius ofCONSULTANT.7. Other necessary identifiable travel expenses, such as tolls, parking, taxis, etc., shall alsobe reimbursed.All of the above expenses shall be supported by a source document with the employee's name,the project name, and brief explanation. All expenses shall be reconciled to the monthlyinvoice.D-1

EXHIBIT E – PROJECT STAFFING CHARTToho Water AuthorityPrincipal-In-ChargeDon Schlenger, PhDProject ManagerBrian Houston, PEProject ConsultantStephen Tate, CGC, PMPE-1

CATEGORY: Staff ReportAttachment(s): NoneLAKEFRONT PUMP STATION (PS-35) ODOR MITIGATION UPDATEExplanation:The pump station rehabilitation project construction has been completed.The contractor has demobilized from the site.A contract to design the pump station bypass has been executed and theconsultant authorized to begin work. The survey effort is scheduled to beinitiated the week of March 12, 2012. The design schedule is five weeks.The purchase orders for the biological scrubber and biological filter havebeen issued. Upon receipt and approval of the vendor’s designdocuments (shop drawings), the units will be placed into production.Recommendation: NonePS-35 Odor Mitigation Update-03.14.12.rfp