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HomeMy WebLinkAbout2009 04 13 Regular 600 Memorandum of Agreement for Alternative Water Supply ProjectCOMMISSION AGENDA ITEM 600 April 13, 2009 Meeting CONSENT INFORMATIONAL PUBLIC HEARING REGULAR X MGR /DEPT /~ Authorization REQUEST: The Utility Department is requesting authorization to enter a Memorandum of Agreement with Cassel6erry, Deltona, Maitland, Oviedo, Sanford, Orange County and the St. Johns River Water Management District for the Alternative Water Supply Project near SR 46 in Seminole County. PURPOSE: The purpose of this Board item is to request authorization for the Mayor to enter into a Memorandum of Agreement with neighboring communities for the Alternative Water Supply Project near SR 46 in Seminole County which will provide the Commission another option when considering the long term water supply needs of the City. CONSIDERATIONS: This agreement is needed to for the City to be a participant in the Alternative Water Supply Project near SR 46 in Seminole County. This project will provide the City Commission with another option when considering the long term water supply needs of the residents of Winter Springs. On November 14, 2007, the City Commission reviewed the Alternative Water Supply Study by CPH Engineers which we had prepared in partnership with the City of Oviedo. The study reviewed Water Supply options including Yankee Lake, Aquafiber, SR 46, and other Cities available supplies. Terry Zaudtke will give a brief recap of the study and the findings which are still valid today. At that time, the City Commission unanimously approved the staff recommendation which included participation in the SR 46 project. Although the City does not need additional potable water capacity at this time, it would be prudent to be a participant at least through the permitting process. 041309_COMM_Regular_600_SR46_lnterlocal Regular Agenda Item 600 April 13, 2009 Page 2 The MOA scope of work includes 2 phases. Phase 1 consists of Task A -Conceptual Design Report and Task B -Consumptive Use Permit Application Development. The cost to the City for Phase 1 is projected at $71,525.50 and is expected to occur over the next 18 months. Phase 2 consists of Task C -Permitting, Task D -Preliminary Design Report, and Task E -Environmental Information Document. The cost to the City for Phase 2 is projected at $175,114.50 and is expected to occur over a 24 month period after Phase 1. The total cost for Phase 1 is $1.SM and for Phase 2 is $3.SM of which the water management district will fund 30% up to $1.SM. It is anticipated that Phase 2 will not be authorized until Phase 1 is complete. The City has the right to terminate participation in the agreement but will be financially obligated for any work authorized prior to fulfilling the termination provisions. FUNDING: All costs for the agreement will be funded from the Utility Enterprise Fund and have been anticipated in the Capital Improvement Program. The cost for Phases 1 and 2 are projected at $71,525.50 and $175,114.50, respectively. RECOMMENDATION: It is recommended that authorization be granted for the Mayor to enter a Memorandum of Agreement with Casselberry, Deltona, Maitland, Oviedo, Sanford, Orange County and the St. Johns River Water Management District for the Alternative Water Supply Project near SR 46 in Seminole County subject to final review by the City Attorney. IMPLEMENTATION SCHEDULE: The agreement will be executed and returned to the partners for their approval. ATTACHMENTS: 1. Memorandum of Agreement Among City of Casselberry, City of Deltona, City of Oviedo, City of Sanford, City of Winter Springs, Orange County, and the St. Johns River Water Management District for the Alternative Water Supply Project Near State Road 46 in Seminole County. COMMISSION ACTION: 041309 COMM_Regular_600_SR46_Interlocal MEMORANDUM OF AGREEMENT AMONG CITY OF CASSELBERRY, CITY OF DELTONA, CITY OF MAITLAND, CITY OF OVIEDO, CITY OF SANFORD, CITY OF WINTER SPRINGS, ORANGE COUNTY, AND THE ST. JOHNS RIVER WATER MANAGEMENT DISTRICT FOR THE ALTERNATIVE WATER SUPPLY PROJECT NEAR STATE ROAD 46 IN SEMINOLE COUNTY This MEMORANDUM OF AGREEMENT ("AGREEMENT") is made and entered into by and among: CITY OF CASSELBERRY, CITY OF DELTONA, CITY OF MAITLAND, CITY OF OVIEDO, CITY OF SANFORD, CITY OF WINTER SPRINGS, and ORANGE COUNTY referred to herein by name or collectively referred to as the "SUPPLIERS", and the ST. JOHNS RIVER WATER MANAGEMENT DISTRICT (the "DISTRICT"). Collectively, the SUPPLIERS and the DISTRICT are referred to herein as the "PARTIES." WITNESSETH: WHEREAS, the DISTRICT has determined that the use of the Floridan aquifer, the traditional public water supply source for Central Florida, is not available to meet all future public water supply needs in the Central Florida region, and WHEREAS, the DISTRICT has identified alternative water supply sources near State Road 46 in Seminole County for a regional alternative water supply project, and WHEREAS, herein the PARTIES refer to the development of surface water from a location that is generally proximate to State Road 46 in Seminole County as a potential alternative water supply project of regional significance (the "PROJECT"), and WHEREAS, the PARTIES desire to develop the PROJECT to supplement the public water supply of the SUPPLIERS, and WHEREAS, the PARTIES have determined that the design and permitting for the PROJECT will require substantial work, including conceptual design, water use permitting, environmental permitting, and preliminary design development; all of which are shown in summary in Exhibit 1 (the "Work") attached hereto and incorporated herein, and WHEREAS, to perform the Work, the PARTIES must retain the appropriate consultant(s), and WHEREAS, the DISTRICT agrees to provide all available technical information and permitting guidance including, but not limited to, reports, studies, models, etc., to the SUPPLIERS regarding development of the Work, and WHEREAS, the PARTIES recognize the benefits of regional cooperation and have determined that cost-sharing the Work is in the public interest and to the economic advantage of the SUPPLIERS, and - 2- WHEREAS, the PARTIES have the authority to enter into this AGREEMENT and to establish funding sources to cost-share the Work, and WHEREAS, the DISTRICT is in support of the efforts of the SUPPLIERS to address water supply development on a regional basis and is committed to providing financial and technical assistance for this effort, as described herein, and WHEREAS, the SUPPLIERS desire to develop alternative water supply sources in a manner protective of the environmental resources and consistent with the DISTRICT' S regional water supply plan, and WHEREAS, the PARTIES believe that the PROJECT can be developed in an environmentally sensitive and economically feasible manner, and WHEREAS, the PARTIES agree that nothing in this AGREEMENT shall be construed to preclude any SUPPLIER from continuing to operate its existing water supply facilities or restrict in any way the ability of a SUPPLIER to retain its existing water supply facilities, expand existing facilities, and/or develop new water supply facilities in order to meet the existing and future water needs of its water wholesale and retail customers, from a dependable, adequate and cost-effective water supply source, and WHEREAS, the PARTIES agree that nothing in this AGREEMENT shall affect the utility service area of a SUPPLIER, the rights of a SUPPLIER to provide service within its utility service area, or any right or obligation a SUPPLIER may have pursuant to its certificate of authorization or compazable local enabling law, and WHEREAS, the PARTIES agree that nothing in this AGREEMENT shall affect, change or modify any existing agreement among the SUPPLIERS or among one or more SUPPLIERS and the DISTRICT. - 3- NOW THEREFORE, in consideration of the foregoing premises, which are made a part of this AGREEMENT, and the mutual covenants, terms and conditions contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the PARTIES hereto, each intending to be legally bound, agree to the following: I. AUTHORITY. This AGREEMENT is entered into by the PARTIES under the following authorities: A. ORANGE COUNTY, a charter. county, enters into this AGREEMENT under the authority of its home rule powers, as well as Sections 125.01(1)(k)1, 125.01(1)(p), 125.01(3)(a), and 153.03(6), Florida Statutes, which authorize counties to enter into agreements with other public agencies and private corporations to accomplish goals for providing water to their customers. B. The municipalities enter into this AGREEMENT under the authority of Sections 166.021(1), 180.02, and 180.06(3), Florida Statutes, which authorize municipalities, both within and outside the municipal limits, to enter into agreements to further their efforts to provide water to their residents and customers. C. The DISTRICT enters into this AGREEMENT under the authority of Section 373.083, Florida Statutes, which authorizes each water management district governing board to enter into agreements with other public agencies and private corporations to accomplish the directives and goals of Chapter 373, Florida Statutes. II. SCOPE OF WORK. A. The PARTIES agree that the Work shall be performed in accordance with the Summary Scope of Work, attached hereto and incorporated herein as Exhibit 1. The negotiated Scope of Work shall be consistent with the Summary Scope of Work, and shall be subject to - 4- approval by consensus of the SUPPLIERS. For the purposes of this AGREEMENT, the term "negotiated Scope of Work" means the fmal Scope of Work, which is to be negotiated with the consultant(s) that will be selected to perform the Work. III. GOVERNANCE AND MANAGEMENT. A. All decisions concerning the Work shall be made by the SUPPLIERS, each of which shall be represented by one Representative and up to two Alternates at meetings of the PARTIES. B. Regular meetings of the PARTIES shall be held routinely on a schedule set by the SUPPLIERS at a place to be determined by the PARTIES, with an agenda to be provided to the PARTIES by the chair prior to the meetings. Special meetings maybe called at any time by a majority of the SUPPLIERS, with reasonable notice to all PARTIES of the matters to be considered at the meeting. C. At the first regular meeting of the PARTIES, the SUPPLIERS shall elect one of their Representatives to serve as chair. D. A majority of the Representatives of the SUPPLIERS must be present in order to conduct a meeting. Except as set forth in Paragraph III. D., below, all decisions by the Representatives of the SUPPLIERS shall be by consensus of the Representatives of the SUPPLIERS present. All PARTIES present at a meeting must vote, unless the non-voting PARTY declares, with particularity, a voting conflict. If a conflict is declared, a PARTY can abstain from voting. The abstaining PARTY shall not be counted in the vote, but shall be counted for the purpose of determining if a quorum is present. In the event that consensus is not reached, atwo-thirds weighted vote of the voting SUPPLIERS may declare that an impasse exists. The impasse may be resolved by atwo-thirds weighted vote of the voting SUPPLIERS. - 5- Notwithstanding the above, consensus shall be required for any and all decisions that would change, modify or amend the terms of this AGREEMENT. E. For the purposes set forth in this Article III, the votes of the SUPPLIERS shall be weighted in the same proportion as the Composite Share that each SUPPLIER participates in the funding of the Work. Each SUPPLIER'S Composite Share is identified in the table attached hereto and incorporated herein as Exhibit 3. The ranking of consultant(s) to perform the Work shall be in accordance with the Consultant Procurement Procedures set forth in Exhibit 2, attached hereto and incorporated herein, except that each SUPPLIER'S score for the respondents shall be weighted in accordance with the respective percentage participation, as set forth in Exhibit 3. F. Within ten (10) business days of the Effective Date of this AGREEMENT, each PARTY shall designate its Representative and up to two Alternates by providing written notification to the other PARTIES. The Representatives and Alternates shall be staff members of the PARTIES. At any time and in its sole discretion, a PARTY may designate a new Representative or Alternate by providing a written notification to the other PARTIES. G. The CITY OF OVIEDO ("OVIEDO") shall serve as the Contracting Agent and the Project Administrator ("PA") for the SUPPLIERS. Within thirty (30) calendar days of the Effective Date of this AGREEMENT, OVIEDO shall designate a staff person to serve in its role as PA. OVIEDO shall have overall administrative responsibility for implementing the terms of this AGREEMENT. Under the direction of the SUPPLIERS, the PA shall be responsible for implementing the negotiated Scope of Work. The PA shall provide the PARTIES a report as to the status of each task on a monthly basis. - 6- H. In the event OVIEDO desires to terminate its participation as the Contracting Agent and PA, it shall provide at least 180 calendar days written notification to the PARTIES and assist in the transition of the existing contract for performance of the negotiated Scope of Work between the consultant(s) and the Contracting Agent to one of the other SUPPLIERS. Within thirty (30) calendar days of receipt of such notification, the SUPPLIERS shall meet to elect, through consensus, a successor Contracting Agent and PA (the "Successor"). To avoid disruption of the Work, OVIEDO agrees to fulfill its obligations as a Contracting Agent and PA until a new contract has been executed between the Successor and consultant(s) or until the existing contract has been assigned to the Successor. Furthermore, OVIEDO agrees to transfer all unused funds paid by the SUPPLIERS to the Successor within ten (10) business days of the effective date of the new or assigned contract, and agrees to pay its full share of the Work, without the credit for administrative costs, authorized under the contract after the date of its written notification. OVIEDO shall provide an accounting of all expenditures, deliverables and appropriate documentation to the new Contracting Agent and PA no later than thirty (30) calendar days after the effective date of the new contract or assigrunent of the existing contract, and agrees, at no cost to the SUPPLIERS, to timely assist in resolving any issues that may arise related to the time OVIEDO served as the Contracting Agent and PA. I. Each Representative shall have the responsibility to keep his or her respective SUPPLIER informed of the work being undertaken. IV. FUNDING. A. The estimated total cost for the Work, based on preliminary information available from the DISTRICT, is five million dollars ($5,000,000). - 7- B. The DISTRICT'S financial contribution is thirty (30) percent of the total cost of the Work, not to exceed one million five hundred thousand dollazs ($1,500,000). The DISTRICT agrees to pay its proportionate shaze of the cost of the Work on a cost reimbursable basis as more particularly described in Paragraph VI.M. of this AGREEMENT. The funds shall be utilized exclusively for payment to the consultant(s) under contract with the PA to implement the negotiated Scope of Work. C. The total cost of the Work for the SUPPLIERS is estimated not to exceed three million five hundred thousand dollars ($3,500,000). The intention of the SUPPLIERS is to complete the Work in phases. The SUPPLIERS will first authorize and complete Phase 1. The estimated cost of Phase 1 is shown in Paragraph IV.G. below. This cost includes contract administration contributions as set forth in Paragraph IV.F. of this AGREEMENT. D. As other funds are received, said funds will be applied to the total cost to reduce the amounts received or to be paid by the SUPPLIERS, and each SUPPLIER will either be reimbursed in proportion to its contribution or have its remaining contribution balance proportionately reduced. At the beginning of the third yeaz of the consultant(s) contract, the PA shall report to the PARTIES the actual cost to date and the projected amount of deficit or refund. E. The SUPPLIERS agree to participate financially according to the Composite Shaze shown on attached Exhibit 3. The amount of funding for each SUPPLIER will depend on three factors, which are: (1) the number of SUPPLIERS, (2) the amount of public supply water each participating SUPPLIER used in 2006, and (3) the amount of public supply water (annual average) expected from the PROJECT based on the estimated available yield. F. In recognition of the significant additional in-kind contribution required of the Contracting Agent and PA under this AGREEMENT, OVIEDO, as Contracting Agent and PA, - 8- shall receive a credit against its pro rata share of 3.5% of the total cost for the SUPPLIERS . The reduction of the PA's financial contribution is incorporated in the overall project budget and has been distributed proportionally, in accordance with the formula set forth in Exhibit 3, amongst the SUPPLIERS. Should OVIEDO terminate its participation as Contracting Agent and PA, then the 3.5% credit shall no longer be applied against its estimated contribution as of the effective date of termination and OVEIDO agrees to fund its full share of the work, including its prorated share of the 3.5% contribution for the new Contracting Agent and PA. Upon the effective date of the assignment of the role of Contracting Agent and PA to another PARTY, the credit shall be applied against the estimated contribution of the PARTY that assumed the role as Contracting Agent and PA. The estimated contribution of the PARTY assuming the role of Contracting Agent and PA, for the purpose of applying the credit, shall be determined by calculating the difference between its total estimated contribution for the Project and the contribution that it has made prior to assuming the role as Contracting Agent and PA. G. The SUPPLIERS agree to pay the following estimated contributions including the proportionate share of the credit for Contracting Agent and PA contribution: - 9- PHASE 1 PHASE 2 TOTAL PROJECT CITY OF CASSELBERRY $ 73,738.00 $ 180,530.00 $ 254,268.00 CITY OF DELTONA $ 157,378.00 $ 385,304.00 $ 542,682.00 CITY OF MAITLAND $ 69,735.00 $ 170,730.00 $ 240,465.00 CITY OF OVIEDO $ 40,397.00 $ 98,903.00 $ 139,300.00 CITY OF SANFORD $ 87,747.50 $ 214,831.50 $ 302,579.00 CITY OF WINTER SPRINGS $ 71,525.50 $ 175,114.50 $ 246,640.00 ORANGE COUNTY $ 514,479.00 $1,259,587.00 $ 1,774,066.00 TOTAL $ 1,015,000.00 $2,485,000.00 $3,500,000.00 H. Upon execution of the contract with the consultant(s) selected by the SUPPLIERS to perform the negotiated Scope of Work, the PA shall advise each SUPPLIER of its share of the cost based upon the formula set forth in Exhibit 3. Within sixty (60) calendaz days of the execution of a contract with the consultant(s) selected by the SUPPLIERS to perform the negotiated Scope of Work, each SUPPLIER shall remit its first one-third (1/3) shaze of the estimated cost of Phase 1 to the PA. Thereafter, the PA, in coordination with the consultant(s), will establish a funds contribution schedule by yeaz through consensus of the SUPPLIERS. All scheduled payments by the SUPPLIERS shall be deposited by the PA in aninterest-bearing account. Interest accrued in this account will be credited annually to the SUPPLIERS on a pro rata basis. I. If the estimated cost are less than the final actual cost, the deficit amount shall be allocated pro rata to each SUPPLIER in accordance with its Composite Shaze set forth in - 10- attached Exhibit 3. Changes in the negotiated Scope of Work that will cause the final actual cost to increase must be approved by consensus of the SUPPLIERS and shall not be undertaken by the consultant(s) until each SUPPLIER receives authorization from its governing body to pay the increased cost. If the estimated cost is greater than the final actual cost of the Work, the excess amount shall be refunded pro rata to each SUPPLIER in accordance with its Composite Share set forth in attached Exhibit 3, and the DISTRICT's fmancial contribution shall be adjusted or refunded proportionately. J. In the event a challenge to the selection of the consultant(s) is filed, the PARTIES, by consensus, shall timely make a determination to defend the selection process and contract award or to reject all proposals. In the event the PARTIES vote to defend the action, the PARTIES, through consensus, must timely agree to the budget for the defense and the counsel to be retained by the PARTIES. The reasonable attorneys' fees and costs associated with the defense of the challenge shall be reimbursed to the PA from the SUPPLIERS on a pro rata basis in accordance with their proportionate share within sixty (60) calendar days of receipt of invoice from the PA. K. All payments made pursuant to this AGREEMENT shall be submitted to the PA based on the approved payment schedule adopted by the SUPPLIERS, and modified as necessary, and shall reference this AGREEMENT. L. The SUPPLIERS contemplate that Work under this AGREEMENT will lead to new agreement(s) to fund the implementation of the PROJECT throughout its duration. In order to assist the SUPPLIERS in funding the PROJECT, the SUPPLIERS intend to seek funding for the PROJECT from revenue sources that have been made available to the DISTRICT by the Florida Legislature in the Water Protection and Sustainability Program and any other available - 11- funding from local, state and federal sources. The SUPPLIERS will cooperate with each other and the DISTRICT in furtherance of seeking these funding sources. The SUPPLIERS' intent is that governance agreement(s) be adopted by the SUPPLIERS for the purpose of seeking this funding in order to allow the SUPPLIERS to seek funds made available to the DISTRICT under the Water Protection and Sustainability Program for funds that are available for FY 2008-2009, FY 2009-2010, and in future years. V. RESPONSIBILITIES OF SUPPLIERS. Each SUPPLIER, without limitation as to other duties provided herein, shall: A. Designate, in writing, a Representative and up to two Alternates. B. Develop solicitation and selection criteria for consultant(s) selection. C. Participate in the selection of the consultant(s), consistent with the Summary Scope of Work and the Consultant Procurement Procedure set forth in Exhibit 2. D. Participate in the development of the negotiated Scope of Work. E. Negotiate the negotiated Scope of Work and participate as needed with the PA in preparation of a contract to retain the consultant(s). F. Contribute financially in accordance with the formula set forth in Exhibit 3. G. On an as-needed basis, and with reasonable notice, provide the consultant(s) access to their lands, facilities, needed records, testing results, and other such cooperation as may be needed for completion of the Work. H. Seek technical assistance, as necessary, from other appropriate sources. I. Participate in meetings required to accomplish the negotiated Scope of Work. J. Review, comment on, and approve interim and fmal deliverables for the negotiated Scope of Work as specified in the negotiated scope of work schedule. - 12- K. Seek additional necessary funds and governing body approvals prior to approving any increased costs. L. Affirm their ongoing duties of mutual cooperation with each other and agree to assist each other in furtherance of the AGREEMENT's goal of developing the Work. M. Each SUPPLIER acknowledges and agrees that it is under an affirmative obligation to provide all information necessary to develop and support Project permit applications, including without limitation consumptive use permits under Chapter 373, Florida Statutes, in a timely manner. Such information may include requests for additional information ("RAI") from permitting authorities. Failure to provide such information within 120 calendar days of request shall constitute a material breach hereof; provided, however, such breach shall be considered waived in the event the responding SUPPLIER requests consent from all SUPPLIERS hereto for additional time to complete the RAI response(s) and receives unanimous written consent therefor. In no event shall the request for additional time exceed a period of 120 additional calendar days. Approval of the PARTIES for such extension shall not be unreasonably withheld. Notwithstanding the foregoing, in the event a majority of the SUPPLIERS oppose a given RAI question or comment, this paragraph shall not apply to that RAI question or comment. VI. RESPONSIBILITIES OF PROJECT ADMINISTRATOR. In addition to its responsibilities as aSUPPLIER, asset forth in this AGREEMENT, the PA shall: A. Designate, in writing, a staff member to serve as Project Administrator to coordinate its responsibilities under this AGREEMENT. The PA shall also designate, in writing, a Contract Administrator who shall be responsible for carrying out the duties described in Exhibit 2. - 13- B. At the direction of the SUPPLIERS, procure the services of consultant(s) to perform the Work. The PA procurement policies and procedures shall be utilized in all procurement activities to implement this AGREEMENT and shall be consistent with Section 287.055, Florida Statutes. C. Prepaze and execute contract(s) with the consultant(s) selected by the SUPPLIERS. D. Manage the activities of the consultant(s) to assure that contract requirements aze met. E Report on a quarterly basis to the SUPPLIERS the status of the deliverables and expenditures, including projected schedules and expenditures for the next quarter. F. Manage the review of interim and fmal deliverables. G. Coordinate regulazly with the PARTIES. H. At the direction of the SUPPLIERS, initiate and process funding requests for the Work, unless a governance agreement(s) has resulted in the designation of a legal entity capable of timely performing this responsibility. However, nothing herein shall preclude a SUPPLIER from initiating or processing funding requests. I. Receive and account for funds from the PARTIES and other sources. J. Establish aninterest-beazing bank account for deposit of funds received under this AGREEMENT. K. Process and pay invoices from the consultant(s). L. Submit documentation as necessary to secure funds for payment of invoices. M. The PA will process DISTRICT cost-shaze reimbursement requests as follows: - 14- All invoices for DISTRICT reimbursement will be submitted to the St. Johns River Water Management District, Director, Division of Financial Management, 4049 Reid Street, Palatka, Florida 32177 or maybe emailed to acctpay@sjrwmd.com. The PA shall bill the DISTRICT in accordance with the cost schedule that shall be developed in the contract between the PA and the consultant(s). The cost schedule shall require the submittal of itemized monthly or "percentage of task complete" invoices based upon the actual portion of the Work performed. All documentation required for verification of invoices, including approval of payment to consultant(s) by PA, shall be received and approved by the DISTRICT prior to reimbursement payments by the DISTRICT. Invoices that do not correspond to the cost schedule or other requirements of this Pazagraph will be returned to the PA without action within twenty (20) business days of receipt and shall state the basis for rejection of the invoice. The DISTRICT may withhold or, on account of subsequently discovered evidence, nullify, in whole or in part, any reimbursement payment to such an extent as may be necessary to protect the DISTRICT from loss as a result of: (1) defective Work performed by the consultant(s) not remedied; or (2) failure of the PA to make payments when due to the consultant(s). Amounts withheld shall not be considered due and shall not be paid until the ground(s) for withholding payment have been remedied. The PA shall submit the final invoice to the DISTRICT not later than one hundred and twenty (120) calendar days after the Completion Date. Upon the satisfactory completion of the Work, the DISTRICT will provide a written statement to the PA releasing the PA from all claims against the PA or any of its agents and employees, arising from or by reason of the work done and materials furnished hereunder. Acceptance of the final payment shall be considered as a release in full of all claims against the - 15- DISTRICT, or any of its members, agents, and employees, arising from or by reason of the DISTRICT's performance of this AGREEMENT. N. Within sixty (60) calendaz days after the expiration or termination of this AGREEMENT, whichever is applicable, the PA shall provide the PARTIES with an accounting of the expenditure of funds and shall reimburse to the PARTIES any portion of the funds plus interest which have not been expended. VII. DISTRICT RESPONSIBILITIES. DISTRICT shall: A. Designate, in writing, a Representative and Alternates to attend all meetings of the SUPPLIERS and to communicate DISTRICT's position on issues before the SUPPLIERS. B. Include the PROJECT in the next revision, amendment, modification, or update of the District Water Supply Plan within one hundred and eighty (180) calendaz days of the Effective Date of the Agreement to ensure that the Work and the PROJECT aze eligible for funding. C. Identify any potential DISTRICT real property which could be utilized for the PROJECT. D. Provide technical support to the extent requested by the SUPPLIERS and within the DISTRICT'S budget and staff capability to provide. E. Contribute financially in accordance with this AGREEMENT. VIII. NOTICES. All notices provided for in this AGREEMENT shall be in writing and shall be sufficient and deemed to be given when sent by certified mail or registered mail, return receipt requested, on the date received by the PARTY upon which notice is given. All notices shall be delivered or sent to the PARTIES at their respective address shown below or to such - 16- other address(es) as a PARTY may designate by prior written notice given in accordance with this provision to the other PARTIES: As to the CITY OF CASSELBERRY: 95 Triplet Lake Drive Casselberry, FL 32707 Attention: Mr. Ed Torres, Public Works Director As to the CITY OF DELTONA: 2345 Providence Boulevard Deltona, FL 32725 Attention: Mr. Dave Denny, Public Works Director As to the CITY OF MAITLAND: 1827 Fennell Street Maitland, FL 32751 Attention: Mr. Timothy Rogers, Assistant Public Works Director As to the CITY OF OVIEDO: 400 Alexandria Boulevard Oviedo, Florida 32765 Attention: Mr. Josef Grusauskas, Utility Manager As to the CITY OF SANFORD: 300 N. Park Avenue Sanford, FL 32771 Attention: Mr. Paul Moore, Utility Director As to the CITY OF WINTER SPRINGS: 1126 East State Road 434 Winter Springs, Florida 32708 Attention: Mr. Kipton Lockcuff, Public Works Director As to ORANGE COUNTY: 9150 Curry Ford Road Orlando, Florida 32825 Attention: Ms. Teresa Remudo-Fries, Deputy Director - 17- As to THE ST. JOHNS RIVER WATER MANAGEMENT DISTRICT: Post Office Box 1429 Palatka, FL 32178-1429 Attention: Ms. Elizabeth Thomas, Senior Project Manager IX. TERMS, AMENDMENT, TERMINATION. A. The term of this AGREEMENT shall commence upon its complete execution by the last of the PARTIES. Unless earlier terminated pursuant to the terms hereof, this AGREEMENT shall remain in effect until completion of the deliverables set forth in the negotiated Scope of Work or for a period of sixty (60) months, whichever occurs first. The PARTIES may renew this AGREEMENT by giving written notice to each other of its intention to do so at least one hundred and eighty (180) calendar days prior to the expiration date of this AGREEMENT. B. This AGREEMENT may be amended only upon agreement of the PARTIES. Amendments shall be in writing and be signed by all PARTIES. C. Any SUPPLIER may terminate its participation in this AGREEMENT, effective upon the 90~' calendar day after delivery of written notice to the PARTIES. Upon termination of its participation in this AGREEMENT, a SUPPLIER shall be relieved of all obligations and covenants under this AGREEMENT. Provided, however, that the obligation of a SUPPLIER to participate in the funding of the Scope of Work for the services for which it has, by execution of this AGREEMENT, affirmatively agreed to cost-share, pursuant to the formula set forth herein as Exhibit 3, shall survive its termination for all work tasks authorized to the consultant(s) up to the date the SUPPLIER gives its written notice of termination. During the period of notice of termination is provided to all parties, the terminating party shall not be entitled to vote in any manner. - 18- D. A SUPPLIER' S participation may be terminated in whole or in part by the remaining SUPPLIERS in the event of substantial failure by a SUPPLIER to fulfill its obligations under this AGREEMENT through no fault of the terminating SUPPLIERS, provided that no termination may be effected until the alleged defaulting SUPPLIER is given: (1) not less than thirty (30) calendar days written notice, and (2) an opportunity within the aforesaid thirty- day period to consult with the other SUPPLIERS and cure the default. The process for terminating a SUPPLIER shall be in accordance with the voting procedures described in Paragraphs III.D. and III.E. If a SUPPLIER'S participation in this AGREEMENT is terminated by the other SUPPLIERS, the terminated SUPPLIER shall be relieved of all obligations and covenants contained in this AGREEMENT specified herein. Provided, however, that the obligation of a SUPPLIER to participate in the funding of the Scope of Work for the services for which it has, by execution of this AGREEMENT, affirmatively agreed to cost-share, pursuant to the formula set forth herein as Exhibit 3, shall survive its termination for all work tasks authorized to the consultant(s) up to the date the SUPPLIER'S participation is terminated. E. If for any reason during the term of this AGREEMENT, and through no fault of the SUPPLIERS, local, regional, state, or federal governments, agencies, or courts shall fail to issue necessary permits or grant approvals for the construction of the intake, treatment facilities, and/or transmission systems, then to the extent that such requirements shall affect the ability of any of the SUPPLIERS to perform any of the terms of this AGREEMENT, or substantially affect any SUPPLIER' S ability to participate in Phase 2 and/or the construction of the PROJECT, the affected SUPPLIER(S) shall be excused from the performance thereof. A new agreement maybe negotiated by the remaining SUPPLIERS in conformity with such permits, approvals, or requirements. In the event a SUPPLIER(S) requests to be excused under the provisions of this - 19- Pazagraph, the SUPPLIER(S) must meet the notification requirements under Paragraph IX.C and must remain financially responsible for its cost-share of all work tasks authorized to the consultant(s) up to the date the SUPPLIER gives its written notice of termination. F. Upon termination of a SUPPLIER pursuant to Paragraph IX.D. above, the remaining PARTIES to this AGREEMENT may complete the work without the assistance of the terminated SUPPLIER. The SUPPLIERS completing the Work may fully utilize existing work products in pursuing the completion of the Work. G. The DISTRICT may terminate its participation in this AGREEMENT with or without cause at any time in whole or in part for convenience upon ninety (90) calendaz days prior written notice to the other PARTIES. Any such termination shall be effected by delivery to the other PARTIES of a Notice of Termination specifying the extent to which performance of work under the AGREEMENT is terminated, and the date upon which such termination becomes effective, which shall not be less than ninety (90) calendaz days prior to the notice. Provided, however, that the obligation of the DISTRICT to participate in the funding of the Scope of Work for the services for which it has, by execution of this AGREEMENT, affirmatively agreed to participate in Pazagraph IV.B, shall survive its termination as to all funds approved by its Governing Boazd prior to the effective date of termination. The DISTRICT's obligation to fund its participation under this AGREEMENT is at all times contingent upon appropriation by its Governing Boazd for each suceeding fiscal yeaz. H. In the event of (1) termination by DISTRICT or by one or more SUPPLIER(S) and (2) the remaining PARTIES determine not to complete the Work, the PA shall conduct an accounting of all actual and outstanding contract payment obligations owed to the consultant(s) - 20- as of the effective date of termination, and shall return any funding provided by the DISTRICT and SUPPLIERS on a pro rata basis, for work which PA is not obligated to pay the consultant(s). I. In the event that the PA desires to terminate its participation as PA or Contract Administrator, it shall provide written notice to the PARTIES no later than one hundred and eighty (180) calendar days prior to the effective date of termination. The PA shall provide a final accounting of all expenditures, deliverables and account information in accordance with Pazagraph III.H. X. LIABILITY AND INSURANCE. A. Neither this provision nor any other provision in this AGREEMENT shall be construed as a waiver of sovereign immunity, beyond that provided in Section 768.28, Florida Statutes, by any local government SUPPLIER or the DISTRICT. B. All contracts and subcontracts for any work described in the negotiated Scope of Work shall include hold harmless and indemnification provisions to protect all of the PARTIES in a form acceptable to all of the PARTIES. The consultant(s) and subconsultant(s) shall provide evidence of said hold harmless and indemnity prior to commencement of work and access to any of the property of the PARTIES. XI. OWNERSHIP OF DOCUMENTS. Ownership and copyright to all reports and all accompanying data (in all formats) produced pursuant to work done under this AGREEMENT shall be vested in the PARTIES. Any source documents or any other documents or materials developed, secured or used in the performance of this AGREEMENT shall be considered property of the PARTY from which such documents or materials originated. XII. ENTIRE AGREEMENT. This AGREEMENT, including exhibits, constitutes the entire agreement among the PARTIES pertaining to the subject matter hereof, and there are no - 21- warranties, representations or other agreements in connection with the subject matter hereof, except as specifically set forth herein. XIII. SEVERABILITY. If any provision of this AGREEMENT is found by a court of competent jurisdiction to be invalid, it shall be considered deleted herefrom, and shall not invalidate the remaining provisions. However, this provision shall not apply to the voting mechanism, the funding cap applicable to SUPPLIERS, and the Summary Scope of Work attached hereto and incorporated herein as Exhibit 1. XIV. ASSIGNMENT. No assignment, delegation, transfer or novation of this AGREEMENT or any part hereof shall be made unless approved in writing by the PARTIES. XV. DISCLAIMER OF THIRD PARTY BENEFICIARIES. This AGREEMENT is solely for the benefit of the PARTIES and no right or cause of action shall accrue to or for the benefit of any third party not a formal parry hereto. Nothing in this AGREEMENT, expressed or implied, is intended or shall be construed to confer upon or give any person or corporation other than the PARTIES any right, remedy, or claim under or by reason of this AGREEMENT or any provisions or conditions hereof; and all of the provisions, representation, covenants and conditions herein contained shall inure to the sole benefit of and shall be binding upon the PARTIES. XVI. EXCLUSIVE PERMITTING AUTHORITY OF DISTRICT RETAINED. Nothing in this AGREEMENT shall be construed to impede, interfere with, or supersede the exclusive authority of the DISTRICT under Part II, Chapter 373, Florida Statutes, to permit the consumptive use of water, and no rights are created as a result of this AGREEMENT, the expenditure of funds provided herein, or any work performed hereunder through which the SUPPLIERS may claim any entitlement or rights to the consumptive use of water. In addition, - 22- nothing in this AGREEMENT may be construed as requiring or compelling any SUPPLIER to develop the water supply facilities identified for the PROJECT. XVII. PROPERTY RIGHTS. Nothing in the AGREEMENT shall be interpreted to impede, interfere with, modify, construe, or waive the private property rights or land ownership rights of the PARTIES. XVIII. INTENT REGARDING FUTURE DEVELOPMENT OF WATER SUPPLY SOURCE. Acknowledging that no specific quantity of water is guaranteed by funding and participating in the development of the Work, the SUPPLIERS express their intent that their funding and participation allows each SUPPLIER the opportunity to participate in the development of water from one or more water supply sources arising out of the PROJECT as determined by one or more agreements of the SUPPLIERS entered into subsequent to this AGREEMENT, which each SUPPLIER agrees to negotiate in good faith. The SUPPLIERS further express their intent that entities that have not funded and participated in this AGREEMENT as a SUPPLIER, or who terminated their participation in this AGREEMENT, will not be allowed the opportunity to access water developed from any water supply source arising out of the PROJECT, or otherwise participate in the development of a water supply source resulting from the PROJECT, unless the SUPPLIERS determine, following the voting processes specified herein, that such participation is advisable under such terms as the SUPPLIERS deem appropriate. XIX. CONFLICTS OF INTEREST. Nothing herein shall prevent a SUPPLIER from raising conflict of interest issues in other matters. - 23- XX. MISCELLANEOUS PROVISIONS. A. This AGREEMENT and the rights and obligations of the parties are to be governed by, construed and interpreted in accordance with the laws of the State of Florida. In the event of any legal proceedings arising from this AGREEMENT, venue for such proceedings, if in state court, shall be in the Ninth Judicial Circuit of Florida, and if in federal court, shall be in the Middle District of Florida, Orlando Division. B. The PARTIES, their employees, subcontractors and assigns, shall comply with all applicable federal, state, and local laws and regulations relating to the performance of this AGREEMENT. C. The PARTIES to this Agreement, understanding that the nature of this type of project regarding water supply issues is of the utmost public interest and concern and exposes the PARTIES to public records requests and mandated responses, hereby covenant and agree that all SUPPLIERS and the DISTRICT are subject to the public records laws pursuant to Chapter 119, Florida Statutes, with regard to their participation in this project and that each PARTY shall comply with public records requests pursuant to Chapter 119, Florida Statutes, with regazd to the information, documents, and materials related to the Project herein. Should any PARTY assert any exemption to the requirements of Chapter 119 and related statutes, the burden of establishing such an exemption, by way of injunctive or other relief as provided by law, shall be upon that PARTY. D. Pursuant to Section 216.347, Florida Statutes, the PARTIES shall not expend any funds under this AGREEMENT to lobby the Legislature, the judicial branch, or any state agency. - 24- E. The PARTIES hereby assure that no person shall be excluded on the grounds of race, color, creed, national origin, handicap, age, or sex, from participation in, denied the benefits of, or be otherwise subjected to discrimination in any activity under this AGREEMENT. The PARTIES shall take all measures necessary to effectuate these assurances. F. The CITY OF SANFORD' S Site 10 is one of the potential sites to be evaluated for implementation of the PROJECT. The CITY OF SANFORD ("SANFORD") will grant reasonable access to Site 10 to the consultant(s) and the SUPPLIERS for the purposes of conducting evaluation of PROJECT feasibility only and only at times that do not interfere with activities of SANFORD and SANFORD will provide available documentation, as needed and as readily available to SANFORD, to evaluate the PROJECT feasibility. If Site 10 is ranked as the best, most cost-effective site for the PROJECT, SANFORD agrees to make the azea identified by the consultant(s) reasonably available as aforesaid to the SUPPLIERS as long as the use of such area does not interfere with SANFORD's use of the site and agreement is reached among the other SUPPLIERS with SANFORD on the cost, terms and conditions of the real estate transaction. Before access to the site is granted, the consultant(s) must submit workers compensation; general liability and automobile; information to SANFORD for approval and such approval must be obtained in writing by SANFORD's insurance office before access to Site 10 is granted. The insurance information shall include the following: Workers Compensation/Employer Liability, Comprehensive General Liability, and Professional Liability together with certificates of insurance including SANFORD as an additional insured and evidencing that all such insurance is in effect prior to entry to Site 10. - 25- G. The PARTIES acknowledge that each PARTY and its legal counsel have participated in the negotiation of this AGREEMENT. This AGREEMENT shall be construed without regard to any presumption or other rule requiring construction against the PARTY causing the AGREEMENT to be drafted. IN WITNESS WHEREOF, the following authorized representative of the SUPPLIERS and DISTRICT have executed this AGREEMENT on the date signed by each. - 26- CITY OF CASSELBERRY, FLORIDA By: Charlene Glancy, Mayor/Commissioner Approved by: City Attorney Attest: Date: - 27- Donna G. Gardner, CMC, City Clerk CITY OF DELTONA, FLORIDA By: Dennis Mulder, Mayor Attest: Faith G. Miller, MMC Acting City Manager/City Clerk Date: Approved by: City Attorney - 28- CITY OF MAITLAND, FLORIDA sy: Douglas T. Kinson, Mayor Attest: Maria T. Waldrop, City Clerk Date: Approved by: City Attorney - 29- CITY OF OVIEDO, FLORIDA By: Mary Lou Andrews, Mayor Attest: Barbara Barbour, City Clerk Date: Approved by: City Attorney - 30- CITY OF SANFORD ,FLORIDA By: Linda Kuhn, Mayor Attest: Janet R. Dougherty, City Clerk Date: Approved by: City Attorney - 31- CITY OF WINTER SPRINGS, FLORIDA By: John F. Bush, Mayor Approved by: City Attorney Attest: Date: - 32- Andrea Lorenzo-Luaces, CMC, City Clerk ORANGE COUNTY, FLORIDA By: Board of County Commissioners By: Attest: Date: Richard T. Crotty, County Mayor Martha O. Haynie, County Comptroller As Clerk to the Board of County Commissioners - 33- ST.JOHNS RIVER WATER MANAGEMENT DISTRICT By: Kirby B. Green, III, Executive Director Attest: Date: Approved by: Assistant General Counsel - 34- LIST OF EXHIBITS Exhibit 1 Summary Scope of Work Exhibit 2 Consultant Procurement Procedure Exhibit 3 Formula for Allocating Costs and Cost Distribution - 35- Ezhibit 1 Summary of Scope of Work for the Alternative Water Supply Project Near State Road 46 In Seminole County Introduction This draft scope of work (SUMMARY VERSION) for the Alternative Water Supply Project Near State Road 46 in Seminole County (Project) has been prepared as an attachment to the Memorandum of Agreement (Agreement) and will be included in a Consultant Request for Qualifications (RFQ) package. This SUMMARY VERSION is presented in two phases as follows: • Phase 1, including: o Task A -Conceptual Design Report o Task B -CUP Application Development • Phase 2, including: o Task C -Permitting o Task D -Preliminary Design Report o Task E -Environmental Information Document It is currently envisioned that this Si;JMMARY VERSION will be administered in large part by the City of Oviedo (OVIEDO). However, all key contractual and technical decisions will be made by the SUPPLIERS per the Agreement entered into by the PARTIES. The selected consultant (Consultant) must be qualified to perform all the work summarized herein. However, the Consultant will only perform those tasks or portions of tasks that have been specifically authorized by the SUPPLIERS. The Consultant will provide for the efficient and effective management of the Project including, but not limited to: conducting and facilitating various types of meetings, developing agendas and meeting minutes, developing and updating work plans and schedules, organizing and conducting workshops, producing interim and final deliverables, establishing communications protocols, cost and schedule control, change management and quality controUquality assurance. Monthly Project Status Reports will be provided to the SUPPLIERS. - 36- PHASE 1 Task A -Conceptual Design Report Assemble SUPPLIER Information The SUPPLIERS will supply the Consultant with annual average day water demand projections, desired from the Project, in five year increments through year 2030. Each SUPPLIER will also provide: (1) water supply demand variations for the Consultant to use; (2) facilities information, including existing plant locations and potential connection points with each SUPPLIERS' water distribution systems; (3) treatment, and/or storage facilities. Each SUPPLIER'S finished water quality data shall be provided, which shall be sufficient to fully characterize the quality of the product water currently being delivered by the SUPPLIER. The Consultant will not be responsible for evaluating, supporting nor required to meet with the District to discuss the SUPPLIERS' requested demands for the PROJECT unless so authorized by the SUPPLIERS as part of Phase 2. Establish Water Delivery Goals Working closely with the SUPPLIERS, the Consultant will develop water quality goals for the water to be delivered to the SUPPLIERS. The SUPPLIERS will also provide required delivery pressures at connection points. The SUPPLIERS will be responsible for determining the hydraulic adequacy of their existing transmission and/or distribution systems to accept water from the Project. Raw Water Quality Investigations The Consultant will investigate the raw water quality of the source water. An extensive search will be conducted to locate and assemble all useful water quality and daily stream flow data into a single database. All existing water quality data important to surface water treatability and raw water blending will be assembled. Since it is expected that there is adequate quality data available, no testing will be conducted by the Consultant. Once the database is complete, a comprehensive analysis of the data will be conducted to provide pertinent statistical data relating to establishing constituent variability and interrelationships sufficient to form the basis for future source blending and treatability studies and the conceptual and preliminary designs of the Project. Source Blending and Treatability Studies The Consultant will assemble data and information from all previous surface water treatability studies and pilot projects completed to date in the middle or upper St. Johns River basin. The results included in these previous investigations will be incorporated into this evaluation where appropriate. New treatability or pilot studies are not included in this Scope of Work. The Consultant will also collect and evaluate treatment designs being utilized for other surface water projects, such as the Seminole County Regional Treatment Plant at Yankee Lake or the St. Johns River/Taylor Creek Reservoir Water Supply Project and other outside sources. These designs - 37- could be applicable to the treatment processes required for this Project. The Consultant will identify and recommend if other more appropriate, proven treatment technologies are applicable to the Project. The SUPPLIERS will be required to select the treatment process for the Project. The Consultant will establish the proposed finished water quality that may reasonably be expected from the recommended surface water treatment processes. The SUPPLIERS will be responsible for determining additional water quality adjustments or treatment necessary to blend the agreed upon quality of the delivered water from this Project into their distribution systems. Water Resource Evaluation The Consultant will perform an evaluation to determine the availability of water for public water supply near State Road 46. The Consultant will collect and consider existing and pending Consumptive Use Permits (CUPs). The Consultant will utilize hydrologic models available from the St. Johns River Water Management District (District). Development of new models is not included in the Scope of Work. The Consultant will use the District's hydrologic model and other water budget or yield availability models developed by the District to estimate water fluctuations and quantities of water available on a daily and seasonal basis to be withdrawn without adversely impacting the environment. The Consultant shall also estimate the daily raw water quality for pertinent constituents associated with the daily available flows. The yield availability analysis shall consider Minimum Flows and Levels already established or being proposed by the District that may have a potential impact upon Project withdrawals. This analysis shall also consider other pertinent environmental considerations as established by the Consultant through coordination with the SUPPLIERS. The water resource evaluation shall consider various raw water diversion and demand scenarios. These scenarios shall be used to estimate the range of potential annual average and 1-in-10 year yields and corresponding reliabilities. The Consultant shall calculate and consider the additional raw and/or treated water storage required to improve the reliability of these scenarios to a standard determined and agreed upon by the SUPPLIERS. The Consultant will follow up on the cumulative withdrawal impact study being undertaken by the District; keep the SUPPLIERS informed of its progress; and incorporate applicable findings into the water resource evaluation as directed by the SUPPLIERS. The results of the water resource evaluation will be incorporated into the alternatives analysis and in support of the CUP(s) for the Project. Concentrate Management Evaluation Advanced treatment processes that produce a liquid residual, also known as concentrate, are potential treatment processes for this Project. The Consultant shall identify and summarize potential concentrate management options for this Project, including blending with reclaimed/stormwater from Sanford's Site 10, if required by the preferred treatment process. The Consultant shall collect and consider all existing or current studies on concentrate management within the central Florida region. The Consultant shall summarize the permits required for each concentrate management option and identify the information and analyses required in support of these permits. This evaluation shall include a fatal flaw analyses to determine the feasibility of each option. - 38- Siting Studies Where new water treatment plants or new raw, product, or fmished water transmission pipelines or storage facilities are required, the Consultant will investigate potential sites and alternative transmission pipeline routings between all potential origin points and all potential destination points. A study area and number of sites to evaluate will be established with the SUPPLIERS. The water treatment plant evaluation shall consider the City of Sanford's Site 10 property among others. The Consultant shall consider raw water reservoirs and/or Aquifer Storage and Recovery (ASR) as seasonal storage options. At a minimum, each of the potential sites and routings will be characterized in terms of adequacy, availability, reliability, ownership and estimated acquisition cost; potential environmental impacts and permitting requirements; potential conflicts and ease of construction; and public acceptance. Where SUPPLIER-owned facility sites or corridors are proposed for use, the Consultant will evaluate these sites for adequacy. Conceptual Design The Consultant shall develop and evaluate up to three conceptual alternatives based upon a raw water intake(s) being located in the SUPPLIER-developed study area. It is anticipated these alternatives may include the following: 1. Raw water intake(s), pumping, and storage with delivery of raw water to each of the SUPPLIERS for treatment at their own treatment facilities. 2. Raw water intake(s), storage, centralized treatment facility, blending of residuals with reclaimed/stormwater, and delivery of finished potable water to each SUPPLIER. 3. Raw water intake(s), storage, centralized treatment facility, blending of residuals with reclaimed/stormwater, and delivery of reclaimed/stormwater or lower quality product water to each SUPPLIER. The Consultant shall determine the preliminary estimated costs to design, construct, and operate the facilities for each of the alternatives and the aerial extent of the property needed for each alternative. The potential environmental impacts of each alternative or the selected alternative will be evaluated in subsequent tasks. Alternatives Generation, Evaluation and Selection The SUPPLIERS envision that the three alternatives generation, evaluation and selection will be predicated upon the following three primary criteria: environmental evaluations; water availability and reliability; and cost. Recommended Alternative Conceptual Plan Final Report The conceptual plan fmal report will provide a complete summary of the recommended plan. The recommended plan will be fully described in sufficient detail to proceed with permitting and preliminary design. - 39- Task B -CUP Application Development The Consultant will perform an evaluation of the CUP permitting requirements for the withdrawal of surface water as determined in the Conceptual Plan. The requirements shall be reviewed with the SUPPLIERS. The SUPPLIERS will provide the Consultant with the supporting documentation necessary to meet the permitting requirements such as projected water demands, historic water use, land-use plans, zoning maps, comprehensive plan elements, conservation plans, and non-potable and reclaimed water plans. Demonstration of need will be the responsibility of the SUPPLIERS. Using the supporting information provided by the SUPPLIERS, the Consultant may prepaze a single CUP application or multiple CUP applications for the Project on behalf of the SUPPLIERS for submission to the District, if authorized to do so by the SUPPLIERS. The permit application(s) will be based on the yield and reliability of the alternative selected by the SUPPLIERS as part of the Conceptual Plan. The Consultant will perform the impact evaluation required in support of the CUP(S) based on the water resource evaluation performed as part of the development of the Conceptual Plan. During development of the CUP(S), the Consultant shall monitor and review studies or reports being implemented by the District regarding surface water sources and report to the SUPPLIERS, as appropriate. The Consultant will summarize the results of the reviews and evaluations and present a report outlining the findings and recommendations. PHASE 2 Task C -Permitting Consumptive Use Permitting In the event the Consultant is authorized by the SUPPLIERS to prepare the CUP(s) application(s), upon their submittal, the Consultant shall be the permitting agent for the SUPPLIERS and lead all permitting activities associated with the permitting process including, but not limited to, development of responses to Requests for Additional Information, preparing for and facilitating meetings with the District, and permit negotiations. The Consultant will perform additional impact, water resource, and environmental assessments or evaluations as required by the District in support of the CUP(s). Additional analyses required in support of the SUPPLIERS' CUP(s) as a result of District studies shall be incorporated, as appropriate. Additional information not related to modeling or impacts that may be required will be the responsibility of the SUPPLIERS. Concentrate Management Permitting Based on the treatment process selected by the SUPPLIERS in the Conceptual Plan, a permit related to concentrate management may be required to secure the CUP(S). This task includes all work required for issuance of the concentrate management permit, if required for the CUP(s). - 40- In order to secure a concentrate management permit, the Consultant may be required to perform additional design or evaluations to further characterize the water quality of the concentrate. Furthermore, additional modeling and/or impact evaluations may be required to be completed by the Consultant. Using the information developed, the Consultant shall prepare a concentrate management application for the Project on behalf of the SUPPLIERS for submission to the appropriate regulatory agency, if authorized to do so by the SUPPLIERS. The Consultant shall be the permitting agent for the SUPPLIERs and lead all permitting activities associated with the permitting process including, but not limited to, development of responses to Requests for Additional Information, preparing for and facilitating meetings, and permit negotiations. Task D -Preliminary Design Project Procurement, Delivery and Financing The selected conceptual design alternative will be further defined and described in terms of phasing, Project delivery options and financing opportunities and options. Phasing options to be investigated will include construction of the entire Project in one or more phases, or the construction of certain major components (e.g. pipelines) in a single phase with construction of other components (e.g. treatment plants) in multiple phases. In addition, the various PROJECT delivery options will also be fully explored and evaluated by the Consultant. Many variations on these main delivery models can be formulated, such as public-private partnerships, design/build/operate, design/build or privatization. The Consultant will investigate all viable Project delivery and financing options, as applicable. All funding options potentially available for each Project delivery option will be fully explored and evaluated. These will include grants, local funding, state and federal funding, as well as private investment. The Consultant will document recommended Project phasing, Project delivery method, financing option and a proposed implementation schedule. Recommended Alternative Plan Final Report The Consultant will prepare a final report to provide a complete summary of the recommended plan based on the Supplier-selected alternative, permitting activities, and implementation. The Final Plan shall make any recommendation on additional studies or testing that will be required in support of the preliminary design. At the SUPPLIERS request, the Consultant will perform these additional studies or tests for inclusion in the preliminary design documents. Preliminary Design Documents The Consultant will be responsible for preparing preliminary design documents consisting of preliminary drawings, outline specifications, cost estimates, and implementation schedules for the SUPPLIER-selected Project alternative. -41- Task E -Environmental Information Document (EID) The National Environmental Policy Act of 1969 (NEPA) is the nation's charter for environmental protection and as such, establishes policy, sets goals, and provides the means for carrying out this policy. Major federal actions that have a significant effect on the environment are subject to NEPA. Federal action may occur through a federal funding mechanism or regulatory action, such as section 404 permitting by the United States Army Corps of Engineers. If NEPA applies, as a part of the NEPA process applicants must prepare an Environmental Information Document (EID) that describes the Project and evaluates its environmental effects. This document should also describe other alternatives that were considered including a `No Action' alternative. The EID should be reviewed for comment by a number of state and federal agencies prior to submittal. Agency comments, along with public comments, should be included in the EID. If the Project is found to have no significant effect, then the lead federal agency will document their findings with the preparation of an Environmental Assessment (EA) and issue a Finding of No Significant Impact (FONSI). If the lead federal agency review cannot support a FONSI, then an Environmental Impact Statement (EIS) must be prepazed. Awell-prepared EID will provide the basis for the preparation of the EIS, if needed. If an EIS needs to be prepazed, alternatives to mitigate impacts to affected environmental resources will need to be further examined and additional consultation may need to occur with other federal and state agencies that have jurisdiction over specific environmental resources. Public participation must also be included in the Project planning process. One or a series of public meetings should be held to present the Project to the public and discuss both the environmental and fmancial impacts. A record of the public meeting/heazing and proof of advertising should be included in the EID. It is not known at this time whether the Project will involve a major federal action significantly affecting the environment so as to render it subject to NEPA. However, even if not subject to NEPA, environmental information is needed for the CUP process. In order to maximize the potential for the Project to qualify for federal, state, and local funding and to provide for environmental considerations in the CUP review process, it is expected that the Consultant will integrate the preparation of an EID, if needed, into the preliminary design evaluation and that they should be submitted as one document. In addition, both documents should be "tiered" in order to "to eliminate repetitive discussion of the same issues and to focus on the actual issues ripe for decision at each level of environmental review" (40 CFR1508.28 and 1502.20). The scope of the EID shall be sufficient to provide the information necessary for the prepazation of an EIS should it be determined necessary during the process without further work or analysis. - 42- Exhibit 2 Consultant Procurement Procedure I. Development of Consultant Evaluation Criteria • The Evaluation Team, consisting of one representative from each SUPPLIER, shall meet and develop the criteria to be used for ranking consultants. The project administrator (PA) shall designate a contract administrator (CA) to implement its procurement activities and shall be present and may participate in the discussion. II. Development of Other Elements of Solicitation Package • The PA shall develop the draft agreement with the Consultant in accordance with PA's standard template for engineering services, with assistance from the PARTIES. Modifications may be made as necessary to adapt to the specific requirements of this solicitation. The PA shall develop other elements of the solicitation package in accordance with the PA's procedures for a Request for Qualifications (RFQ), with the exception of the Statement of Work which shall be developed by the Evaluation Team. The Statement of Work to be included in the solicitation package shall cover inasmuch detail as possible the requirements of the solicitation, subject to modification and enhancement as a result of information gained during the consultant selection process. The PA's procedures shall be consistent with those of section 287.055, Florida Statutes. III. OVIEDO Advertisement of Solicitation • The procurement will proceed in accordance with OVIEDO RFQ procedures and section 287.055, Florida Statutes, provided, however, that in the event federal funds aze utilized, the notice shall include any additional advertisement or notification requirements necessary to meet the criteria set forth in 40 CFR section 31.36. • The procurement shall be advertised in accordance with OVIEDO procedure • Upon advertisement, evaluators may not discuss the project with any prospective respondents. Any such contact should be referred to the CA. - 43- • All questions regarding the solicitation should be referred to the CA. • The CA shall prepaze any necessary addenda. IV. Evaluation of Submittals and Development of the Short List for Interviews The CA shall receive and screen submittals for responsiveness and responsibility (showing that the minimum qualifications of the solicitation have been met). The CA may request respondent(s) to supplement their submittals with information necessary to make it responsive or responsible. The CA shall distribute submittals to the PA and the Evaluation Team for review. The Evaluation Team members shall prepare their preliminary scores of the submittals in accordance with the evaluation criteria. The CA and Evaluation Team shall meet at a noticed public meeting to develop a ranking of the submittals and determine the number of respondents to be interviewed. SUPPLIER representatives and alternates may participate. The CA (or designee) shall conduct the meeting. There shall be no participation by respondents or members of the public. o Prior to discussing the ranking of respondents, the CA shall discuss with the SUPPLIERS the elimination from further consideration of any submittals that aze not responsive or responsible. The fmal decision regazding whether a submittal is responsive or responsible shall be made by the CA. o After making this determination, the meeting shall have an open discussion of the submittals, scoring consistency, preliminary scores by Evaluation Team members, and which respondents best meet the needs of the procurement. The discussion need not be limited to the information contained in the submittals. Additional information that participants may have regarding respondents may be shared with others at the meeting. o The meeting shall then recess so that Evaluation Team members may prepaze and submit their scores, which may be modified based upon discussion at the meeting. Evaluation Team members shall have the necessary delegated authority to submit their scores at this meeting. o The meeting shall reconvene and scores shall be submitted to the CA, who shall tabulate the scores and prepare the ranking of respondents, indicating the score for each respondent. Scores shall be weighted in accordance with the percentage contribution of each SUPPLIER, as set forth in Exhibit 3. The CA shall tabulate the scores and announce the results. o The Evaluation Team shall then determine the number of respondents to be interviewed. (The Short List.) - 44- V. Interviews and Final Scoring • The proposed dates of the interviews shall be stated in the solicitation package. The interviews shall be conducted at a noticed public meeting. The questioning shall be conducted by the CA and Evaluation Team, and shall be limited to one representative from each SUPPLIER. The CA (or designee) shall conduct the meeting. Interview questions may include anything pertaining to the qualifications of respondents to successfully perform the Statement of Work. The discussion may include how the respondents would approach performance of the project, including suggestions as to how the Statement of Work may be modified or expanded, but should focus upon the qualifications of the respondents to perform the work. • At the completion of the interviews, the Evaluation Team shall submit their scores to the CA. The previous scores shall not be utilized. Then, the CA shall tabulate and present the final ranking to the Evaluation Team. VI. Competitive Negotiations • The CA shall provide notice of the ranking to all respondents. The CA shall check references for those firms on the short list. • The PA shall have the authority to take final action and enter into a contract with the firm that is ultimately selected. • In the event it is determined by the CA that there are procedural infirmities in the selection process, the matter shall be referred back to the Evaluation Team for further action. • Upon approval of the final consultant ranking, competitive negotiations shall commence with the top-ranked firm. The PA, Evaluation Team, and CA, shall conduct the negotiations at a noticed public meeting. The decision to accept or reject the top-ranked firm shall be made by the Evaluation Team, with each member having a vote that is in accordance with the MOA. • If the negotiations with the top-ranked firm are successful, the PA shall thereafter have the authority to enter into a contract with the successful respondent. If the negotiators conclude that the negotiations with the top-ranked firm have not been successful, the results of these negotiations shall be reported to the PA, which shall have the authority to enter into negotiations with the second-ranked firm, as provided above, and thereafter enter into a contract with the second-ranked firm. A similar procedure shall be applied if negotiations with successive firms are not successful. - 45- • The terms of the contract between PA and the successful respondent shall be reviewed and approved in accordance with the PA's procedure. - 46- Exhibit 3 Formula for Allocating Costs and Cost Distribution - 47- ( f t 1 MEMORANDUM OF AGREEMENT AMONG CITY OF CASSELBERRY, CITY OF DELTONA, CITY OF MAITLAND, CITY OF OVIEDO, CITY OF SANFORD, CITY OF WINTER SPRINGS, ORANGE COUNTY, AND THE ST. JOHNS RIVER WATER MANAGEMENT DISTRICT FOR THE ALTERNATIVE WATER SUPPLY PROJECT NEAR STATE ROAD 46 IN SEMINOLE COUNTY This MEMORANDUM OF AGREEMENT ("AGREEMENT") is made and entered into by and among: CITY OF CASSELBERRY, CITY OF DELTONA, CITY OF MAITLAND, CITY OF OVIEDO, CITY OF SANFORD, CITY OF WINTER SPRINGS, and ORANGE COUNTY referred to herein by name or collectively referred to as the "SUPPLIERS", and the ST. JOHNS RIVER WATER MANAGEMENT DISTRICT (the "DISTRICT"). Collectively, the SUPPLIERS and the DISTRICT are referred to herein as the "PARTIES." r r WITNESSETH: WHEREAS, the DISTRICT has determined that the use of the Floridan aquifer, the traditional public water supply source for Central Florida, is not available to meet all future public water supply needs in the Central Florida region, and WHEREAS, the DISTRICT has identified alternative water supply sources near State Road 46 in Seminole County for a regional alternative water supply project, and WHEREAS, herein the PARTIES refer to the development of surface water from a location that is generally proximate to State Road 46 in Seminole County as a potential alternative water supply project of regional significance (the "PROJECT"), and WHEREAS, the PARTIES desire to develop the PROJECT to supplement the public water supply of the SUPPLIERS, and WHEREAS, the PARTIES have determined that the design and permitting for the PROJECT will require substantial work, including conceptual design, water use permitting, environmental permitting, and preliminary design development; all of which are shown in summary in Exhibit 1 (the "Work") attached hereto and incorporated herein, and WHEREAS, to perform the Work, the PARTIES must retain the appropriate consultant(s), and WHEREAS, the DISTRICT agrees to provide all available technical information and permitting guidance including, but not limited to, reports, studies, models, etc., to the SUPPLIERS regarding development of the Work, and WHEREAS, the PARTIES recognize the benefits of regional cooperation and have determined that cost-sharing the Work is in the public interest and to the economic advantage of the SUPPLIERS, and - 2- t r r , WHEREAS, the PARTIES have the authority to enter into this AGREEMENT and to establish funding sources to cost-share the Work, and WHEREAS, the DISTRICT is in support of the efforts of the SUPPLIERS to address water supply development on a regional basis and is committed to providing financial and technical assistance for this effort, as described herein, and WHEREAS, the SUPPLIERS desire to develop alternative water supply sources in a manner protective of the environmental resources and consistent with the DISTRICT'S regional water supply plan, and WHEREAS, the PARTIES believe that the PROJECT can be developed in an environmentally sensitive and economically feasible manner, and WHEREAS, the PARTIES agree that nothing in this AGREEMENT shall be construed to preclude any SUPPLIER from continuing to operate its existing water supply facilities or restrict in any way the ability of a SUPPLIER to retain its existing water supply facilities, expand existing facilities, and/or develop new water supply facilities in order to meet the existing and future water needs of its water wholesale and retail customers, from a dependable, adequate and cost-effective water supply source, and WHEREAS, the PARTIES agree that nothing in this AGREEMENT shall affect the utility service area of a SUPPLIER, the rights of a SUPPLIER to provide service within its utility service area, or any right or obligation a SUPPLIER may have pursuant to its certificate of authorization or comparable local enabling law, and WHEREAS, the PARTIES agree that nothing in this AGREEMENT shall affect, change or modify any existing agreement among the SUPPLIERS or among one or more SUPPLIERS and the DISTRICT. - 3- NOW THEREFORE, in consideration of the foregoing premises, which are made a part of this AGREEMENT, and the mutual covenants, terms and conditions contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the PARTIES hereto, each intending to be legally bound, agree to the following: 1. AUTHORITY. This AGREEMENT is entered into by the PARTIES under the following authorities: A. ORANGE COUNTY, a charter. county, enters into this AGREEMENT under the authority of its home rule powers, as well as Sections 125.01(1)(k) 1, 125.01(1)(p), 125.01(3)(a), and 153.03(6), Florida Statutes, which authorize counties to enter into agreements with other public agencies and private corporations to accomplish goals for providing water to their customers. B. The municipalities enter into this AGREEMENT under the authority of Sections 166.021(1), 180.02, and 180.06(3), Florida Statutes, which authorize municipalities, both within and outside the municipal limits, to enter into agreements to further their efforts to provide water to their residents and customers. C. The DISTRICT enters into this AGREEMENT under the authority of Section 373.083, Florida Statutes, which authorizes each water management district governing board to enter into agreements with other public agencies and private corporations to accomplish the directives and goals of Chapter 373, Florida Statutes. H. SCOPE OF WORK. A. The PARTIES agree that the Work shall be performed in accordance with the Summary Scope of Work, attached hereto and incorporated herein as Exhibit 1. The negotiated Scope of Work shall be consistent with the Summary Scope of Work, and shall be subject to -4- ? t f t approval by consensus of the SUPPLIERS. For the purposes of this AGREEMENT, the term "negotiated Scope of Work" means the final Scope of Work, which is to be negotiated with the consultant(s) that will be selected to perform the Work. M. GOVERNANCE AND MANAGEMENT. A. All decisions concerning the Work shall be made by the SUPPLIERS, each of which shall be represented by one Representative and up to two Alternates at meetings of the PARTIES. B. Regular meetings of the PARTIES shall be held routinely on a schedule set by the SUPPLIERS at a place to be determined by the PARTIES, with an agenda to be provided to the PARTIES by the chair prior to the meetings. Special meetings may be called at any time by a majority of the SUPPLIERS, with reasonable notice to all PARTIES of the matters to be considered at the meeting. C. At the first regular meeting of the PARTIES, the SUPPLIERS shall elect one of their Representatives to serve as chair. D. A majority of the Representatives of the SUPPLIERS must be present in order to conduct a meeting. Except as set forth in Paragraph III. D., below, all decisions by the Representatives of the SUPPLIERS shall be by consensus of the Representatives of the SUPPLIERS present. All PARTIES present at a meeting must vote, unless the non-voting PARTY declares, with particularity, a voting conflict. If a conflict is declared, a PARTY can abstain from voting. The abstaining PARTY shall not be counted in the vote, but shall be counted for the purpose of determining if a quorum is present. In the event that consensus is not reached, a two-thirds weighted vote of the voting SUPPLIERS may declare that an impasse exists. The impasse may be resolved by a two-thirds weighted vote of the voting SUPPLIERS. - 5- ? t Notwithstanding the above, consensus shall be required for any and all decisions that would change, modify or amend the terms of this AGREEMENT. E. For the purposes set forth in this Article III, the votes of the SUPPLIERS shall be weighted in the same proportion as the Composite Share that each SUPPLIER participates in the funding of the Work. Each SUPPLIER's Composite Share is identified in the table attached hereto and incorporated herein as Exhibit 3. The ranking of consultant(s) to perform the Work shall be in accordance with the Consultant Procurement Procedures set forth in Exhibit 2, attached hereto and incorporated herein, except that each SUPPLIER's score for the respondents shall be weighted in accordance with the respective percentage participation, as set forth in Exhibit 3. F. Within ten (10) business days of the Effective Date of this AGREEMENT, each PARTY shall designate its Representative and up to two Alternates by providing written notification to the other PARTIES. The Representatives and Alternates shall be staff members of the PARTIES. At any time and in its sole discretion, a PARTY may designate a new Representative or Alternate by providing a written notification to the other PARTIES. G. The CITY OF OVIEDO ("OVIEDO") shall serve as the Contracting Agent and the Project Administrator ("PA") for the SUPPLIERS. Within thirty (30) calendar days of the Effective Date of this AGREEMENT, OVIEDO shall designate a staff person to serve in its role as PA. OVIEDO shall have overall administrative responsibility for implementing the terms of this AGREEMENT. Under the direction of the SUPPLIERS, the PA shall be responsible for implementing the negotiated Scope of Work. The PA shall provide the PARTIES a report as to the status of each task on a monthly basis. - 6- 1 t H. In the event OVIEDO desires to terminate its participation as the Contracting Agent and PA, it shall provide at least 180 calendar days written notification to the PARTIES and assist in the transition of the existing contract for performance of the negotiated Scope of Work between the consultant(s) and the Contracting Agent to one of the other SUPPLIERS. Within thirty (30) calendar days of receipt of such notification, the SUPPLIERS shall meet to elect, through consensus, a successor Contracting Agent and PA (the "Successor"). To avoid disruption of the Work, OVIEDO agrees to fulfill its obligations as a Contracting Agent and PA until a new contract has been executed between the Successor and consultant(s) or until the existing contract has been assigned to the Successor. Furthermore, OVIEDO agrees to transfer all unused funds paid by the SUPPLIERS to the Successor within ten (10) business days of the effective date of the new or assigned contract, and agrees to pay its full share of the Work, without the credit for administrative costs, authorized under the contract after the date of its written notification. OVIEDO shall provide an accounting of all expenditures, deliverables and appropriate documentation to the new Contracting Agent and PA no later than thirty (30) calendar days after the effective date of the new contract or assignment of the existing contract, and agrees, at no cost to the SUPPLIERS, to timely assist in resolving any issues that may arise related to the time OVIEDO served as the Contracting Agent and PA. I. Each Representative shall have the responsibility to keep his or her respective SUPPLIER informed of the work being undertaken. IV. FUNDING. A. The estimated total cost for the Work, based on preliminary information available from the DISTRICT, is five million dollars ($5,000,000). - 7- B. The DISTRICT'S financial contribution is thirty (30) percent of the total cost of the Work, not to exceed one million five hundred thousand dollars ($1,500,000). The DISTRICT agrees to pay its proportionate share of the cost of the Work on a cost reimbursable basis as more particularly described in Paragraph VI.M. of this AGREEMENT. The funds shall be utilized exclusively for payment to the consultant(s) under contract with the PA to implement the negotiated Scope of Work. C. The total cost of the Work for the SUPPLIERS is estimated not to exceed three million five hundred thousand dollars ($3,500,000). The intention of the SUPPLIERS is to complete the Work in phases. The SUPPLIERS will first authorize and complete Phase 1. The estimated cost of Phase 1 is shown in Paragraph IV.G. below. This cost includes contract administration contributions as set forth in Paragraph IV.F. of this AGREEMENT. D. As other funds are received, said funds will be applied to the total cost to reduce the amounts received or to be paid by the SUPPLIERS, and each SUPPLIER will either be reimbursed in proportion to its contribution or have its remaining contribution balance proportionately reduced. At the beginning of the third year of the consultant(s) contract, the PA shall report to the PARTIES the actual cost to date and the projected amount of deficit or refund. E. The SUPPLIERS agree to participate financially according to the Composite Share shown on attached Exhibit 3. The amount of funding for each SUPPLIER will depend on three factors, which are: (1) the number of SUPPLIERS, (2) the amount of public supply water each participating SUPPLIER used in 2006, and (3) the amount of public supply water (annual average) expected from the PROJECT based on the estimated available yield. F. In recognition of the significant additional in-kind contribution required of the Contracting Agent and PA under this AGREEMENT, OVIEDO, as Contracting Agent and PA, - 8- r shall receive a credit against its pro rata share of 3.5% of the total cost for the SUPPLIERS . The reduction of the PA's financial contribution is incorporated in the overall project budget and has been distributed proportionally, in accordance with the formula set forth in Exhibit 3, amongst the SUPPLIERS. Should OVIEDO terminate its participation as Contracting Agent and PA, then the 3.5% credit shall no longer be applied against its estimated contribution as of the effective date of termination and OVEIDO agrees to fund its full share of the work, including its prorated share of the 3.5% contribution for the new Contracting Agent and PA. Upon the effective date of the assignment of the role of Contracting Agent and PA to another PARTY, the credit shall be applied against the estimated contribution of the PARTY that assumed the role as Contracting Agent and PA. The estimated contribution of the PARTY assuming the role of Contracting Agent and PA, for the purpose of applying the credit, shall be determined by calculating the difference between its total estimated contribution for the Project and the contribution that it has made prior to assuming the role as Contracting Agent and PA. G. The SUPPLIERS agree to pay the following estimated contributions including the proportionate share of the credit for Contracting Agent and PA contribution: - 9- 1 I PHASE 1 PHASE 2 TOTAL PROJECT CITY OF CASSELBERRY $ 73,738.00 $ 180,530.00 $ 254,268.00 CITY OF DELTONA $ 157,378.00 $ 385,304.00 $ 542,682.00 CITY OF MAITLAND $ 69,735.00 $ 170,730.00 $ 240,465.00 CITY OF OVIEDO $ 40,397.00 $ 98,903.00 $ 139,300.00 CITY OF SANFORD $ 87,747.50 $ 214,831.50 $ 302,579.00 CITY OF WINTER SPRINGS $ 71,525.50 $ 175,114.50 $ 246,640.00 ORANGE COUNTY $ 514,479.00 $1,259,587.00 $ 1,774,066.00 TOTAL $1,015,000.00 $2,485,000.00 $3,500,000.00 H. Upon execution of the contract with the consultant(s) selected by the SUPPLIERS to perform the negotiated Scope of Work, the PA shall advise each SUPPLIER of its share of the cost based upon the formula set forth in Exhibit 3. Within sixty (60) calendar days of the execution of a contract with the consultant(s) selected by the SUPPLIERS to perform the negotiated Scope of Work, each SUPPLIER shall remit its first one-third (1/3) share of the estimated cost of Phase 1 to the PA. Thereafter, the PA, in coordination with the consultant(s), will establish a funds contribution schedule by year through consensus of the SUPPLIERS. All scheduled payments by the SUPPLIERS shall be deposited by the PA in an interest-bearing account. Interest accrued in this account will be credited annually to the SUPPLIERS on a pro rata basis. 1. If the estimated cost are less than the final actual cost, the deficit amount shall be allocated pro rata to each SUPPLIER in accordance with its Composite Share set forth in -10- attached Exhibit 3. Changes in the negotiated Scope of Work that will cause the final actual cost to increase must be approved by consensus of the SUPPLIERS and shall not be undertaken by the consultant(s) until each SUPPLIER receives authorization from its governing body to pay the increased cost. If the estimated cost is greater than the final actual cost of the Work, the excess amount shall be refunded pro rata to each SUPPLIER in accordance with its Composite Share set forth in attached Exhibit 3, and the DISTRICT's financial contribution shall be adjusted or refunded proportionately. J. In the event a challenge to the selection of the consultant(s) is filed, the PARTIES, by consensus, shall timely make a determination to defend the selection process and contract award or to reject all proposals. In the event the PARTIES vote to defend the action, the PARTIES, through consensus, must timely agree to the budget for the defense and the counsel to be retained by the PARTIES. The reasonable attorneys' fees and costs associated with the defense of the challenge shall be reimbursed to the PA from the SUPPLIERS on a pro rata basis in accordance with their proportionate share within sixty (60) calendar days of receipt of invoice from the PA. K. All payments made pursuant to this AGREEMENT shall be submitted to the PA based on the approved payment schedule adopted by the SUPPLIERS, and modified as necessary, and shall reference this AGREEMENT. L. The SUPPLIERS contemplate that Work under this AGREEMENT will lead to new agreement(s) to fund the implementation of the PROJECT throughout its duration. In order to assist the SUPPLIERS in funding the PROJECT, the SUPPLIERS intend to seek funding for the PROJECT from revenue sources that have been made available to the DISTRICT by the Florida Legislature in the Water Protection and Sustainability Program and any other available - 11- funding from local, state and federal sources. The SUPPLIERS will cooperate with each other and the DISTRICT in furtherance of seeking these funding sources. The SUPPLIERS' intent is that governance agreement(s) be adopted by the SUPPLIERS for the purpose of seeking this funding in order to allow the SUPPLIERS to seek funds made available to the DISTRICT under the Water Protection and Sustainability Program for funds that are available for FY 2008-2009, FY 2009-2010, and in future years. V. RESPONSIBILITIES OF SUPPLIERS. Each SUPPLIER, without limitation as to other duties provided herein, shall: A. Designate, in writing, a Representative and up to two Alternates. B. Develop solicitation and selection criteria for consultant(s) selection. C. Participate in the selection of the consultant(s), consistent with the Summary Scope of Work and the Consultant Procurement Procedure set forth in Exhibit 2. D. Participate in the development of the negotiated Scope of Work. E. Negotiate the negotiated Scope of Work and participate as needed with the PA in preparation of a contract to retain the consultant(s). F. Contribute financially in accordance with the formula set forth in Exhibit 3. G. On an as-needed basis, and with reasonable notice, provide the consultant(s) access to their lands, facilities, needed records, testing results, and other such cooperation as may be needed for completion of the Work. H. Seek technical assistance, as necessary, from other appropriate sources. I. Participate in meetings required to accomplish the negotiated Scope of Work. J. Review, comment on, and approve interim and final deliverables for the negotiated Scope of Work as specified in the negotiated scope of work schedule. -12- K. Seek additional necessary funds and governing body approvals prior to approving any increased costs. L. Affirm their ongoing duties of mutual cooperation with each other and agree to assist each other in furtherance of the AGREEMENT's goal of developing the Work. M. Each SUPPLIER acknowledges and agrees that it is under an affirmative obligation to provide all information necessary to develop and support Project permit applications, including without limitation consumptive use permits under Chapter 373, Florida Statutes, in a timely manner. Such information may include requests for additional information ("RAI") from permitting authorities. Failure to provide such information within 120 calendar days of request shall constitute a material breach hereof; provided, however, such breach shall be considered waived in the event the responding SUPPLIER requests consent from all SUPPLIERS hereto for additional time to complete the RAI response(s) and receives unanimous written consent therefor. In no event shall the request for additional time exceed a period of 120 additional calendar days. Approval of the PARTIES for such extension shall not be unreasonably withheld. Notwithstanding the foregoing, in the event a majority of the SUPPLIERS oppose a given RAI question or comment, this paragraph shall not apply to that RAI question or comment. VI. RESPONSIBILITIES OF PROJECT ADMINISTRATOR. In addition to its responsibilities as a SUPPLIER, as set forth in this AGREEMENT, the PA shall: A. Designate, in writing, a staff member to serve as Project Administrator to coordinate its responsibilities under this AGREEMENT. The PA shall also designate, in writing, a Contract Administrator who shall be responsible for carrying out the duties described in Exhibit 2. -13- B. At the direction of the SUPPLIERS, procure the services of consultant(s) to perform the Work. The PA procurement policies and procedures shall be utilized in all procurement activities to implement this AGREEMENT and shall be consistent with Section 287.055, Florida Statutes. C. Prepare and execute contract(s) with the consultant(s) selected by the SUPPLIERS. D. Manage the activities of the consultant(s) to assure that contract requirements are met. E Report on a quarterly basis to the SUPPLIERS the status of the deliverables and expenditures, including projected schedules and expenditures for the next quarter. F. Manage the review of interim and final deliverables. G. Coordinate regularly with the PARTIES. H. At the direction of the SUPPLIERS, initiate and process funding requests for the Work, unless a governance agreement(s) has resulted in the designation of a legal entity capable of timely performing this responsibility. However, nothing herein shall preclude a SUPPLIER from initiating or processing funding requests. 1. Receive and account for funds from the PARTIES and other sources. J. Establish an interest-bearing bank account for deposit of funds received under this AGREEMENT. K. Process and pay invoices from the consultant(s). L. Submit documentation as necessary to secure funds for payment of invoices. M. The PA will process DISTRICT cost-share reimbursement requests as follows: -14- All invoices for DISTRICT reimbursement will be submitted to the St. Johns River Water Management District, Director, Division of Financial Management, 4049 Reid Street, Palatka, Florida 32177 or may be emailed to acctpay@sjrwmd.com. The PA shall bill the DISTRICT in accordance with the cost schedule that shall be developed in the contract between the PA and the consultant(s). The cost schedule shall require the submittal of itemized monthly or "percentage of task complete" invoices based upon the actual portion of the Work performed. All documentation required for verification of invoices, including approval of payment to consultant(s) by PA, shall be received and approved by the DISTRICT prior to reimbursement payments by the DISTRICT. Invoices that do not correspond to the cost schedule or other requirements of this Paragraph will be returned to the PA without action within twenty (20) business days of receipt and shall state the basis for rejection of the invoice. The DISTRICT may withhold or, on account of subsequently discovered evidence, nullify, in whole or in part, any reimbursement payment to such an extent as may be necessary to protect the DISTRICT from loss as a result of: (1) defective Work performed by the consultant(s) not remedied; or (2) failure of the PA to make payments when due to the consultant(s). Amounts withheld shall not be considered due and shall not be paid until the ground(s) for withholding payment have been remedied. The PA shall submit the final invoice to the DISTRICT not later than one hundred and twenty (120) calendar days after the Completion Date. Upon the satisfactory completion of the Work, the DISTRICT will provide a written statement to the PA releasing the PA from all claims against the PA or any of its agents and employees, arising from or by reason of the work done and materials furnished hereunder. Acceptance of the final payment shall be considered as a release in full of all claims against the -15- DISTRICT, or any of its members, agents, and employees, arising from or by reason of the DISTRICT's performance of this AGREEMENT. N. Within sixty (60) calendar days after the expiration or termination of this AGREEMENT, whichever is applicable, the PA shall provide the PARTIES with an accounting of the expenditure of funds and shall reimburse to the PARTIES any portion of the funds plus interest which have not been expended. VII. DISTRICT RESPONSIBILITIES. DISTRICT shall: A. Designate, in writing, a Representative and Alternates to attend all meetings of the SUPPLIERS and to communicate DISTRICT's position on issues before the SUPPLIERS. B. Include the PROJECT in the next revision, amendment, modification, or update of the District Water Supply Plan within one hundred and eighty (180) calendar days of the Effective Date of the Agreement to ensure that the Work and the PROJECT are eligible for funding. C. Identify any potential DISTRICT real property which could be utilized for the PROJECT. D. Provide technical support to the extent requested by the SUPPLIERS and within the DISTRICT's budget and staff capability to provide. E. Contribute financially in accordance with this AGREEMENT. VIII. NOTICES. All notices provided for in this AGREEMENT shall be in writing and shall be sufficient and deemed to be given when sent by certified mail or registered mail, return receipt requested, on the date received by the PARTY upon which notice is given. All notices shall be delivered or sent to the PARTIES at their respective address shown below or to such -16- other address(es) as a PARTY may designate by prior written notice given in accordance with this provision to the other PARTIES: As to the CITY OF CASSELBERRY: 95 Triplet Lake Drive Casselberry, FL 32707 Attention: Mr. Ed Torres, Public Works Director As to the CITY OF DELTONA: 2345 Providence Boulevard Deltona, FL 32725 Attention: Mr. Dave Denny, Public Works Director As to the CITY OF MAITLAND: 1827 Fennell Street Maitland, FL 32751 Attention: Mr. Timothy Rogers, Assistant Public Works Director As to the CITY OF OVIEDO: 400 Alexandria Boulevard Oviedo, Florida 32765 Attention: Mr. Josef Grusauskas, Utility Manager As to the CITY OF SANFORD: 300 N. Park Avenue Sanford, FL 32771 Attention: Mr. Paul Moore, Utility Director As to the CITY OF WINTER SPRINGS: 1126 East State Road 434 Winter Springs, Florida 32708 Attention: Mr. Kipton Lockcuff, Public Works Director As to ORANGE COUNTY: 9150 Curry Ford Road Orlando, Florida 32825 Attention: Ms. Teresa Remudo-Fries, Deputy Director -17- As to THE ST. JOHNS RIVER WATER MANAGEMENT DISTRICT: Post Office Box 1429 Palatka, FL 32178-1429 Attention: Ms. Elizabeth Thomas, Senior Project Manager IX. TERMS, AMENDMENT, TERMINATION. A. The term of this AGREEMENT shall commence upon its complete execution by the last of the PARTIES. Unless earlier terminated pursuant to the terms hereof, this AGREEMENT shall remain in effect until completion of the deliverables set forth in the negotiated Scope of Work or for a period of sixty (60) months, whichever occurs first. The PARTIES may renew this AGREEMENT by giving written notice to each other of its intention to do so at least one hundred and eighty (180) calendar days prior to the expiration date of this AGREEMENT. B. This AGREEMENT may be amended only upon agreement of the PARTIES. Amendments shall be in writing and be signed by all PARTIES. C. Any SUPPLIER may terminate its participation in this AGREEMENT, effective upon the 9e calendar day after delivery of written notice to the PARTIES. Upon termination of its participation in this AGREEMENT, a SUPPLIER shall be relieved of all obligations and covenants under this AGREEMENT. Provided, however, that the obligation of a SUPPLIER to participate in the funding of the Scope of Work for the services for which it has, by execution of this AGREEMENT, affirmatively agreed to cost-share, pursuant to the formula set forth herein as Exhibit 3, shall survive its termination for all work tasks authorized to the consultant(s) up to the date the SUPPLIER gives its written notice of termination. During the period of notice of termination is provided to all parties, the terminating party shall not be entitled to vote in any manner. -18- D. A SUPPLIER'S participation may be terminated in whole or in part by the remaining SUPPLIERS in the event of substantial failure by a SUPPLIER to fulfill its obligations under this AGREEMENT through no fault of the terminating SUPPLIERS, provided that no termination may be effected until the alleged defaulting SUPPLIER is given: (1) not less than thirty (30) calendar days written notice, and (2) an opportunity within the aforesaid thirty- day period to consult with the other SUPPLIERS and cure the default. The process for terminating a SUPPLIER shall be in accordance with the voting procedures described in Paragraphs III.D. and III.E. If a SUPPLIER'S participation in this AGREEMENT is terminated by the other SUPPLIERS, the terminated SUPPLIER shall be relieved of all obligations and covenants contained in this AGREEMENT specified herein. Provided, however, that the obligation of a SUPPLIER to participate in the funding of the Scope of Work for the services for which it has, by execution of this AGREEMENT, affirmatively agreed to cost-share, pursuant to the formula set forth herein as Exhibit 3, shall survive its termination for all work tasks authorized to the consultant(s) up to the date the SUPPLIER's participation is terminated. E. If for any reason during the term of this AGREEMENT, and through no fault of the SUPPLIERS, local, regional, state, or federal governments, agencies, or courts shall fail to issue necessary permits or grant approvals for the construction of the intake, treatment facilities, and/or transmission systems, then to the extent that such requirements shall affect the ability of any of the SUPPLIERS to perform any of the terms of this AGREEMENT, or substantially affect any SUPPLIER'S ability to participate in Phase 2 and/or the construction of the PROJECT, the affected SUPPLIER(S) shall be excused from the performance thereof. A new agreement may be negotiated by the remaining SUPPLIERS in conformity with such permits, approvals, or requirements. In the event a SUPPLIER(S) requests to be excused under the provisions of this -19- Paragraph, the SUPPLIER(S) must meet the notification requirements under Paragraph IX.C and must remain financially responsible for its cost-share of all work tasks authorized to the consultant(s) up to the date the SUPPLIER gives its written notice of termination. F. Upon termination of a SUPPLIER pursuant to Paragraph IX.D. above, the remaining PARTIES to this AGREEMENT may complete the work without the assistance of the terminated SUPPLIER. The SUPPLIERS completing the Work may fully utilize existing work products in pursuing the completion of the Work. G. The DISTRICT may terminate its participation in this AGREEMENT with or without cause at any time in whole or in part for convenience upon ninety (90) calendar days prior written notice to the other PARTIES. Any such termination shall be effected by delivery to the other PARTIES of a Notice of Termination specifying the extent to which performance of work under the AGREEMENT is terminated, and the date upon which such termination becomes effective, which shall not be less than ninety (90) calendar days prior to the notice. Provided, however, that the obligation of the DISTRICT to participate in the funding of the Scope of Work for the services for which it has, by execution of this AGREEMENT, affirmatively agreed to participate in Paragraph IV.B, shall survive its termination as to all funds approved by its Governing Board prior to the effective date of termination. The DISTRICT's obligation to fund its participation under this AGREEMENT is at all times contingent upon appropriation by its Governing Board for each suceeding fiscal year. H. In the event of (1) termination by DISTRICT or by one or more SUPPLIER(S) and (2) the remaining PARTIES determine not to complete the Work, the PA shall conduct an accounting of all actual and outstanding contract payment obligations owed to the consultant(s) -20- as of the effective date of termination, and shall return any funding provided by the DISTRICT and SUPPLIERS on a pro rata basis, for work which PA is not obligated to pay the consultant(s). 1. In the event that the PA desires to terminate its participation as PA or Contract Administrator, it shall provide written notice to the PARTIES no later than one hundred and eighty (180) calendar days prior to the effective date of termination. The PA shall provide a final accounting of all expenditures, deliverables and account information in accordance with Paragraph III.H. X. LIABILITY AND INSURANCE. A. Neither this provision nor any other provision in this AGREEMENT shall be construed as a waiver of sovereign immunity, beyond that provided in Section 768.28, Florida Statutes, by any local government SUPPLIER or the DISTRICT. B. All contracts and subcontracts for any work described in the negotiated Scope of Work shall include hold harmless and indemnification provisions to protect all of the PARTIES in a form acceptable to all of the PARTIES. The consultant(s) and subconsultant(s) shall provide evidence of said hold harmless and indemnity prior to commencement of work and access to any of the property of the PARTIES. M. OWNERSHIP OF DOCUMENTS. Ownership and copyright to all reports and all accompanying data (in all formats) produced pursuant to work done under this AGREEMENT shall be vested in the PARTIES. Any source documents or any other documents or materials developed, secured or used in the performance of this AGREEMENT shall be considered property of the PARTY from which such documents or materials originated. XH- ENTIRE AGREEMENT. This AGREEMENT, including exhibits, constitutes the entire agreement among the PARTIES pertaining to the subject matter hereof, and there are no -21- warranties, representations or other agreements in connection with the subject matter hereof, except as specifically set forth herein. XIII. SEVERABILITY. If any provision of this AGREEMENT is found by a court of competent jurisdiction to be invalid, it shall be considered deleted herefrom, and shall not invalidate the remaining provisions. However, this provision shall not apply to the voting mechanism, the funding cap applicable to SUPPLIERS, and the Summary Scope of Work attached hereto and incorporated herein as Exhibit 1. XIV. ASSIGNMENT. No assignment, delegation, transfer or novation of this AGREEMENT or any part hereof shall be made unless approved in writing by the PARTIES. XV. DISCLABIER OF TBIRD PARTY BENEFICIARIES. This AGREEMENT is solely for the benefit of the PARTIES and no right or cause of action shall accrue to or for the benefit of any third party not a formal party hereto. Nothing in this AGREEMENT, expressed or implied, is intended or shall be construed to confer upon or give any person or corporation other than the PARTIES any right, remedy, or claim under or by reason of this AGREEMENT or any provisions or conditions hereof; and all of the provisions, representation, covenants and conditions herein contained shall inure to the sole benefit of and shall be binding upon the PARTIES. XVI. EXCLUSIVE PERMITTING AUTHORITY OF DISTRICT RETAINED. Nothing in this AGREEMENT shall be construed to impede, interfere with, or supersede the exclusive authority of the DISTRICT under Part II, Chapter 373, Florida Statutes, to permit the consumptive use of water, and no rights are created as a result of this AGREEMENT, the expenditure of funds provided herein, or any work performed hereunder through which the SUPPLIERS may claim any entitlement or rights to the consumptive use of water. In addition, -22- nothing in this AGREEMENT may be construed as requiring or compelling any SUPPLIER to develop the water supply facilities identified for the PROJECT. XVH. PROPERTY RIGHTS. Nothing in the AGREEMENT shall be interpreted to impede, interfere with, modify, construe, or waive the private property rights or land ownership rights of the PARTIES. XVHL INTENT REGARDING FUTURE DEVELOPMENT OF WATER SUPPLY SOURCE. Acknowledging that no specific quantity of water is guaranteed by funding and participating in the development of the Work, the SUPPLIERS express their intent that their funding and participation allows each SUPPLIER the opportunity to participate in the development of waxer from one or more water supply sources arising out of the PROJECT as determined by one or more agreements of the SUPPLIERS entered into subsequent to this AGREEMENT, which each SUPPLIER agrees to negotiate in good faith. The SUPPLIERS further express their intent that entities that have not funded and participated in this AGREEMENT as a SUPPLIER, or who terminated their participation in this AGREEMENT, will not be allowed the opportunity to access water developed from any water supply source arising out of the PROJECT, or otherwise participate in the development of a water supply source resulting from the PROJECT, unless the SUPPLIERS determine, following the voting processes specified herein, that such participation is advisable under such terms as the SUPPLIERS deem appropriate. XDL CONFLICTS OF INTEREST. Nothing herein shall prevent a SUPPLIER from raising conflict of interest issues in other matters. -23- 30C NUSCELLANEOUS PROVISIONS. A. This AGREEMENT and the rights and obligations of the parties are to be governed by, construed and interpreted in accordance with the laws of the State of Florida. In the event of any legal proceedings arising from this AGREEMENT, venue for such proceedings, if in state court, shall be in the Ninth Judicial Circuit of Florida, and if in federal court, shall be in the Middle District of Florida, Orlando Division. B. The PARTIES, their employees, subcontractors and assigns, shall comply with all applicable federal, state, and local laws and regulations relating to the performance of this AGREEMENT. C. The PARTIES to this Agreement, understanding that the nature of this type of project regarding water supply issues is of the utmost public interest and concern and exposes the PARTIES to public records requests and mandated responses, hereby covenant and agree that all SUPPLIERS and the DISTRICT are subject to the public records laws pursuant to Chapter 119, Florida Statutes, with regard to their participation in this project and that each PARTY shall comply with public records requests pursuant to Chapter 119, Florida Statutes, with regard to the information, documents, and materials related to the Project herein. Should any PARTY assert any exemption to the requirements of Chapter 119 and related statutes, the burden of establishing such an exemption, by way of injunctive or other relief as provided by law, shall be upon that PARTY. D. Pursuant to Section 216.347, Florida Statutes, the PARTIES shall not expend any funds under this AGREEMENT to lobby the Legislature, the judicial branch, or any state agency. -24- E. The PARTIES hereby assure that no person shall be excluded on the grounds of race, color, creed, national origin, handicap, age, or sex, from participation in, denied the benefits of, or be otherwise subjected to discrimination in any activity under this AGREEMENT. The PARTIES shall take all measures necessary to effectuate these assurances. F. The CITY OF SANFORD'S Site 10 is one of the potential sites to be evaluated for implementation of the PROJECT. The CITY OF SANFORD ("SANFORD") will grant reasonable access to Site 10 to the consultant(s) and the SUPPLIERS for the purposes of conducting evaluation of PROJECT feasibility only and only at times that do not interfere with activities of SANFORD and SANFORD will provide available documentation, as needed and as readily available to SANFORD, to evaluate the PROJECT feasibility. If Site 10 is ranked as the best, most cost-effective site for the PROJECT, SANFORD agrees to make the area identified by the consultant(s) reasonably available as aforesaid to the SUPPLIERS as long as the use of such area does not interfere with SANFORD's use of the site and agreement is reached among the other SUPPLIERS with SANFORD on the cost, terms and conditions of the real estate transaction. Before access to the site is granted, the consultant(s) must submit workers compensation; general liability and automobile; information to SANFORD for approval and such approval must be obtained in writing by SANFORD's insurance office before access to Site 10 is granted. The insurance information shall include the following: Workers Compensation/Employer Liability, Comprehensive General Liability, and Professional Liability together with certificates of insurance including SANFORD as an additional insured and evidencing that all such insurance is in effect prior to entry to Site 10. -25- G. The PARTIES acknowledge that each PARTY and its legal counsel have participated in the negotiation of this AGREEMENT. This AGREEMENT shall be construed without regard to any presumption or other rule requiring construction against the PARTY causing the AGREEMENT to be drafted. IN WITNESS WHEREOF, the following authorized representative of the SUPPLIERS and DISTRICT have executed this AGREEMENT on the date signed by each. -26- CITY OF CASSELBERRY, FLORIDA B : �- Charlene Glancy. MayoMCommissioner t' i ; f 7 Ll Attes L ! , f �- Donna G. Gardner, CA/IC. City Clerk Date: n ? L `� 1 Approved by: ���`�� City Attorney -27- CITY OF DELTONA, FLORIDA B Dennis Mulder, Mayor Attes Faith G. Miller, MMC City Manager /City Clerk Date: — f 9 Approved by: C' y Attorney -28- CIT'V O LAND. FLORIPA -- - Bv: Do u<Ji4s T Itinsor. Vlavor Attest: Maria . %aldrou. Cin. (: Ieri,'- Date: 'y / _? kporoved by: C� Cite Attom I -)q- CITY OF OVIEDO, FLORIDA By: A&4u sue. ,�,�+/ Mary L" An rews, Mayor Attest: xle Bafbara Barbou City Clerk Date: '� ` � o f Approved by City Attorney -30- CITY OF SANFORD , FLORIDA By: �---�— Linda Kuh . yiavor Att est: Janet R. Dougherty, City derk U Approved by: City Attorney / tid i c- fJ - U / AO o j -31- CITY OF WINTER SPRINGS. FLORIDA By: Jo F. Bush, Mayer Attest:` i "dre;a Lorenzo - Luaces, MMC, City Clerk Date: Aptil 17, 2009 l Approved by: City Attorney - 32- GRANGE COUNTY, FLORIDA By: Board of County Commissioners By: /� A.Gz•�. —..�.� and T. Crotty, County Mayor Attest: Martha, Haynie, County Comptroller As Clerk to the Board of County Commissioners Date: MAR 2 4 2009 5*11 ST.JOHNS RIVER WATER MANAGEMENT DISTRICT By: . t,'— Kirby B. een, III, xecutive Dire for Attest: Date: /o - 5 - - / Approved by: Assi nt Ger Co el -34- LIST OF EXHMITS Exhibit 1 Summary Scope of Work Exhibit 2 Consultant Procurement Procedure Exhibit 3 Formula for Allocating Costs and Cost Distribution -35- Exhibit 1 Summary of Scope of Work for the Alternative Water Supply Project Near State Road 46 In Seminole County Introduction This draft scope of work (SUMMARY VERSION) for the Alternative Water Supply Project Near State Road 46 in Seminole County (Project) has been prepared as an attachment to the Memorandum of Agreement (Agreement) and will be included in a Consultant Request for Qualifications (RFQ) package. This SUMMARY VERSION is presented in two phases as follows: Phase 1, including: o Task A - Conceptual Design Report o Task B - CUP Application Development • Phase 2, including: o Task C - Permitting o Task D - Preliminary Design Report o Task E - Environmental Information Document It is currently envisioned that this SUMMARY VERSION will be administered in large part by the City of Oviedo (OVIEDO). However, all key contractual and technical decisions will be made by the SUPPLIERS per the Agreement entered into by the PARTIES. The selected consultant (Consultant) must be qualified to perform all the work summarized herein. However, the Consultant will only perform those tasks or portions of tasks that have been specifically authorized by the SUPPLIERS. The Consultant will provide for the efficient and effective management of the Project including, but not limited to: conducting and facilitating various types of meetings, developing agendas and meeting minutes, developing and updating work plans and schedules, organizing and conducting workshops, producing interim and final deliverables, establishing communications protocols, cost and schedule control, change management and quality control/quality assurance. Monthly Project Status Reports will be provided to the SUPPLIERS. -36- PHASE 1 Task A - Conceptual Design Report Assemble SUPPLIER Information The SUPPLIERS will supply the Consultant with annual average day water demand projections, desired from the Project, in five year increments through year 2030. Each SUPPLIER will also provide: (1) water supply demand variations for the Consultant to use; (2) facilities information, including existing plant locations and potential connection points with each SUPPLIERS' water distribution systems; (3) treatment, and/or storage facilities. Each SUPPLIER'S finished water quality data shall be provided, which shall be sufficient to fully characterize the quality of the product water currently being delivered by the SUPPLIER. The Consultant will not be responsible for evaluating, supporting nor required to meet with the District to discuss the SUPPLIERS' requested demands for the PROJECT unless so authorized by the SUPPLIERS as part of Phase 2. Establish Water Delivery Goals Working closely with the SUPPLIERS, the Consultant will develop water quality goals for the water to be delivered to the SUPPLIERS. The SUPPLIERS will also provide required delivery pressures at connection points. The SUPPLIERS will be responsible for determining the hydraulic adequacy of their existing transmission and/or distribution systems to accept water from the Project. Raw Water Quality Investigations The Consultant will investigate the raw water quality of the source water. An extensive search will be conducted to locate and assemble all useful water quality and daily stream flow data into a single database. All existing water quality data important to surface water treatability and raw water blending will be assembled. Since it is expected that there is adequate quality data available, no testing will be conducted by the Consultant. Once the database is complete, a comprehensive analysis of the data will be conducted to provide pertinent statistical data relating to establishing constituent variability and interrelationships sufficient to form the basis for future source blending and treatability studies and the conceptual and preliminary designs of the Project. Source Blending and Treatability Studies The Consultant will assemble data and information from all previous surface water treatability studies and pilot projects completed to date in the middle or upper St. Johns River basin. The results included in these previous investigations will be incorporated into this evaluation where appropriate. New treatability or pilot studies are not included in this Scope of Work. The Consultant will also collect and evaluate treatment designs being utilized for other surface water projects, such as the Seminole County Regional Treatment Plant at Yankee Lake or the St. Johns River/Taylor Creek Reservoir Water Supply Project and other outside sources. These designs -37- could be applicable to the treatment processes required for this Project. The Consultant will identify and recommend if other more appropriate, proven treatment technologies are applicable to the Project. The SUPPLIERS will be required to select the treatment process for the Project. The Consultant will establish the proposed finished water quality that may reasonably be expected from the recommended surface water treatment processes. The SUPPLIERS will be responsible for determining additional water quality adjustments or treatment necessary to blend the agreed upon quality of the delivered water from this Project into their distribution systems. Water Resource Evaluation The Consultant will perform an evaluation to determine the availability of water for public water supply near State Road 46. The Consultant will collect and consider existing and pending Consumptive Use Permits (CUPS). The Consultant will utilize hydrologic models available from the St. Johns River Water Management District (District). Development of new models is not included in the Scope of Work. The Consultant will use the District's hydrologic model and other water budget or yield availability models developed by the District to estimate water fluctuations and quantities of water available on a daily and seasonal basis to be withdrawn without adversely impacting the environment. The Consultant shall also estimate the daily raw water quality for pertinent constituents associated with the daily available flows. The yield availability analysis shall consider Minimum Flows and Levels already established or being proposed by the District that may have a potential impact upon Project withdrawals. This analysis shall also consider other pertinent environmental considerations as established by the Consultant through coordination with the SUPPLIERS. The water resource evaluation shall consider various raw water diversion and demand scenarios. These scenarios shall be used to estimate the range of potential annual average and 1-in-10 year yields and corresponding reliabilities. The Consultant shall calculate and consider the additional raw and/or treated water storage required to improve the reliability of these scenarios to a standard determined and agreed upon by the SUPPLIERS. The Consultant will follow up on the cumulative withdrawal impact study being undertaken by the District; keep the SUPPLIERS informed of its progress; and incorporate applicable findings into the water resource evaluation as directed by the SUPPLIERS. The results of the water resource evaluation will be incorporated into the alternatives analysis and in support of the CUP(s) for the Project. Concentrate Management Evaluation Advanced treatment processes that produce a liquid residual, also known as concentrate, are potential treatment processes for this Project. The Consultant shall identify and summarize potential concentrate management options for this Project, including blending with reclaimed/stormwater from Sanford's Site 10, if required by the preferred treatment process. The Consultant shall collect and consider all existing or current studies on concentrate management within the central Florida region. The Consultant shall summarize the permits required for each concentrate management option and identify the information and analyses required in support of these permits. This evaluation shall include a fatal flaw analyses to determine the feasibility of each option. -38- r ? Siting Studies Where new water treatment plants or new raw, product, or finished water transmission pipelines or storage facilities are required, the Consultant will investigate potential sites and alternative transmission pipeline routings between all potential origin points and all potential destination points. A study area and number of sites to evaluate will be established with the SUPPLIERS. The water treatment plant evaluation shall consider the City of Sanford's Site 10 property among others. The Consultant shall consider raw water reservoirs and/or Aquifer Storage and Recovery (ASR) as seasonal storage options. At a minimum, each of the potential sites and routings will be characterized in terms of. adequacy, availability, reliability, ownership and estimated acquisition cost; potential environmental impacts and permitting requirements; potential conflicts and ease of construction; and public acceptance. Where SUPPLIER-owned facility sites or corridors are proposed for use, the Consultant will evaluate these sites for adequacy. Conceptual Design The Consultant shall develop and evaluate up to three conceptual alternatives based upon a raw water intake(s) being located in the SUPPLIER-developed study area. It is anticipated these alternatives may include the following: 1. Raw water intake(s), pumping, and storage with delivery of raw water to each of the SUPPLIERS for treatment at their own treatment facilities. 2. Raw water intake(s), storage, centralized treatment facility, blending of residuals with reclaimed/stormwater, and delivery of finished potable water to each SUPPLIER. 3. Raw water intake(s), storage, centralized treatment facility, blending of residuals with reclaimed/stormwater, and delivery of reclaimed/stormwater or lower quality product water to each SUPPLIER. The Consultant shall determine the preliminary estimated costs to design, construct, and operate the facilities for each of the alternatives and the aerial extent of the property needed for each alternative. The potential environmental impacts of each alternative or the selected alternative will be evaluated in subsequent tasks. Alternatives Generation, Evaluation and Selection The SUPPLIERS envision that the three alternatives generation, evaluation and selection will be predicated upon the following three primary criteria: environmental evaluations; water availability and reliability; and cost. Recommended Alternative Conceptual Plan Final Report The conceptual plan final report will provide a complete summary of the recommended plan. The recommended plan will be fully described in sufficient detail to proceed with permitting and preliminary design. -39- Task B - CUP Application Development The Consultant will perform an evaluation of the CUP permitting requirements for the withdrawal of surface water as determined in the Conceptual Plan. The requirements shall be reviewed with the SUPPLIERS. The SUPPLIERS will provide the Consultant with the supporting documentation necessary to meet the permitting requirements such as projected water demands, historic water use, land-use plans, zoning maps, comprehensive plan elements, conservation plans, and non-potable and reclaimed water plans. Demonstration of need will be the responsibility of the SUPPLIERS. Using the supporting information provided by the SUPPLIERS, the Consultant may prepare a single CUP application or multiple CUP applications for the Project on behalf of the SUPPLIERS for submission to the District, if authorized to do so by the SUPPLIERS. The permit application(s) will be based on the yield and reliability of the alternative selected by the SUPPLIERS as part of the Conceptual Plan. The Consultant will perform the impact evaluation required in support of the CUP(s) based on the water resource evaluation performed as part of the development of the Conceptual Plan. During development of the CUP(s), the Consultant shall monitor and review studies or reports being implemented by the District regarding surface water sources and report to the SUPPLIERS, as appropriate. The Consultant will summarize the results of the reviews and evaluations and present a report outlining the findings and recommendations. PHASE 2 Task C - Permitting Consumptive Use Permitting In the event the Consultant is authorized by the SUPPLIERS to prepare the CUP(s) application(s), upon their submittal, the Consultant shall be the permitting agent for the SUPPLIERS and lead all permitting activities associated with the permitting process including, but not limited to, development of responses to Requests for Additional Information, preparing for and facilitating meetings with the District, and permit negotiations. The Consultant will perform additional impact, water resource, and environmental assessments or evaluations as required by the District in support of the CUP(s). Additional analyses required in support of the SUPPLIERS' CUP(s) as a result of District studies shall be incorporated, as appropriate. Additional information not related to modeling or impacts that may be required will be the responsibility of the SUPPLIERS. Concentrate Management Permitting Based on the treatment process selected by the SUPPLIERS in the Conceptual Plan, a permit related to concentrate management may be required to secure the CUP(S). This task includes all work required for issuance of the concentrate management permit, if required for the CUP(s). -40- t r In order to secure a concentrate management permit, the Consultant may be required to perform additional design or evaluations to further characterize the water quality of the concentrate. Furthermore, additional modeling and/or impact evaluations may be required to be completed by the Consultant. Using the information developed, the Consultant shall prepare a concentrate management application for the Project on behalf of the SUPPLIERS for submission to the appropriate regulatory agency, if authorized to do so by the SUPPLIERS. The Consultant shall be the permitting agent for the SUPPLIERs and lead all permitting activities associated with the permitting process including, but not limited to, development of responses to Requests for Additional Information, preparing for and facilitating meetings, and permit negotiations. Task D - Preliminary Design Project Procurement, Delivery and Financing The selected conceptual design alternative will be further defined and described in terms of phasing, Project delivery options and financing opportunities and options. Phasing options to be investigated will include construction of the entire Project in one or more phases, or the construction of certain major components (e.g. pipelines) in a single phase with construction of other components (e.g. treatment plants) in multiple phases. In addition, the various PROJECT delivery options will also be fully explored and evaluated by the Consultant. Many variations on these main delivery models can be formulated, such as public-private partnerships, design/build/operate, design/build or privatization. The Consultant will investigate all viable Project* delivery and financing options, as applicable. All funding options potentially available for each Project delivery option will be fully explored and evaluated. These will include grants, local funding, state and federal funding, as well as private investment. The Consultant will document recommended Project phasing, Project delivery method, financing option and a proposed implementation schedule. Recommended Alternative Plan Final Report The Consultant will prepare a final report to provide a complete summary of the recommended plan based on the Supplier-selected alternative, permitting activities, and implementation. The Final Plan shall make any recommendation on additional studies or testing that will be required in support of the preliminary design. At the SUPPLIERS request, the Consultant will perform these additional studies or tests for inclusion in the preliminary design documents. Preliminary Design Documents The Consultant will be responsible for preparing preliminary design documents consisting of preliminary drawings, outline specifications, cost estimates, and implementation schedules for the SUPPLIER-selected Project alternative. -41- Task E - Environmental Information Document (EID) The National Environmental Policy Act of 1969 (NEPA) is the nation's charter for environmental protection and as such, establishes policy, sets goals, and provides the means for carrying out this policy. Major federal actions that have a significant effect on the environment are subject to NEPA. Federal action may occur through a federal funding mechanism or regulatory action, such as section 404 permitting by the United States Army Corps of Engineers. If NEPA applies, as a part of the NEPA process applicants must prepare an Environmental Information Document (EID) that describes the Project and evaluates its environmental effects. This document should also describe other alternatives that were considered including a `No Action' alternative. The EID should be reviewed for comment by a number of state and federal agencies prior to submittal. Agency comments, along with public comments, should be included in the EID. If the Project is found to have no significant effect, then the lead federal agency will document their findings with the preparation of an Environmental Assessment (EA) and issue a Finding of No Significant Impact (FONSI). If the lead federal agency review cannot support a FONSI, then an Environmental Impact Statement (EIS) must be prepared. A well-prepared EID will provide the basis for the preparation of the EIS, if needed. If an EIS needs to be prepared, alternatives to mitigate impacts to affected environmental resources will need to be further examined and additional consultation may need to occur with other federal and state agencies that have jurisdiction over specific environmental resources. Public participation must also be included in the Project planning process. One or a series of public meetings should be held to present the Project to the public and discuss both the environmental and financial impacts. A record of the public meeting/hearing and proof of advertising should be included in the EID. It is not known at this time whether the Project will involve a major federal action significantly affecting the environment so as to render it subject to NEPA. However, even if not subject to NEPA, environmental information is needed for the CUP process. In order to maximize the potential for the Project to qualify for federal, state, and local funding and to provide for environmental considerations in the CUP review process, it is expected that the Consultant will integrate the preparation of an EID, if needed, into the preliminary design evaluation and that they should be submitted as one document. In addition, both documents should be "tiered" in order to "to eliminate repetitive discussion of the same issues and to focus on the actual issues ripe for decision at each level of environmental review" (40 CFR1508.28 and 1502.20). The scope of the EID shall be sufficient to provide the information necessary for the preparation of an EIS should it be determined necessary during the process without further work or analysis. -42- r '' r Exhibit 2 Consultant Procurement Procedure 1. Development of Consultant Evaluation Criteria • The Evaluation Team, consisting of one representative from each SUPPLIER, shall meet and develop the criteria to be used for ranking consultants. The project administrator (PA) shall designate a contract administrator (CA) to implement its procurement activities and shall be present and may participate in the discussion. II. Development of Other Elements of Solicitation Package • The PA shall develop the draft agreement with the Consultant in accordance with PA's standard template for engineering services, with assistance from the PARTIES. Modifications may be made as necessary to adapt to the specific requirements of this solicitation. • The PA shall develop other elements of the solicitation package in accordance with the PA's procedures for a Request for Qualifications (RFQ), with the exception of the Statement of Work which shall be developed by the Evaluation Team. The Statement of Work to be included in the solicitation package shall cover in as much detail as possible the requirements of the solicitation, subject to modification and enhancement as a result of information gained during the consultant selection process. The PA's procedures shall be consistent with those of section 287.055, Florida Statutes. M. OVIEDO Advertisement of Solicitation • The procurement will proceed in accordance with OVIEDO RFQ procedures and section 287.055, Florida Statutes, provided, however, that in the event federal funds are utilized, the notice shall include any additional advertisement or notification requirements necessary to meet the criteria set forth in 40 CFR section 31.36. • The procurement shall be advertised in accordance with OVIEDO procedure • Upon advertisement, evaluators may not discuss the project with any prospective respondents. Any such contact should be referred to the CA. -43- • All questions regarding the solicitation should be referred to the CA. • The CA shall prepare any necessary addenda. IV. Evaluation of Submittals and Development of the Short List for Interviews • The CA shall receive and screen submittals for responsiveness and responsibility (showing that the minimum qualifications of the solicitation have been met). The CA may request respondent(s) to supplement their submittals with information necessary to make it responsive or responsible. The CA shall distribute submittals to the PA and the Evaluation Team for review. The Evaluation Team members shall prepare their preliminary scores of the submittals in accordance with the evaluation criteria. • The CA and Evaluation Team shall meet at a noticed public meeting to develop a ranking of the submittals and determine the number of respondents to be interviewed. SUPPLIER representatives and alternates may participate. The CA (or designee) shall conduct the meeting. There shall be no participation by respondents or members of the public. o Prior to discussing the ranking of respondents, the CA shall discuss with the SUPPLIERS the elimination from further consideration of any submittals that are not responsive or responsible. The final decision regarding whether a submittal is responsive or responsible shall be made by the CA. o After making this determination, the meeting shall have an open discussion of the submittals, scoring consistency, preliminary scores by Evaluation Team members, and which respondents best meet the needs of the procurement. The discussion need not be limited to the information contained in the submittals. Additional information that participants may have regarding respondents may be shared with others at the meeting. o The meeting shall then recess so that Evaluation Team members may prepare and submit their scores, which may be modified based upon discussion at the meeting. Evaluation Team members shall have the necessary delegated authority to submit their scores at this meeting. o The meeting shall reconvene and scores shall be submitted to the CA, who shall tabulate the scores and prepare the ranking of respondents, indicating the score for each respondent. Scores shall be weighted in accordance with the percentage contribution of each SUPPLIER, as set forth in Exhibit 3. The CA shall tabulate the scores and announce the results. o The Evaluation Team shall then determine the number of respondents to be interviewed (The Short List.) -44- V. Interviews and Final Scoring • The proposed dates of the interviews shall be stated in the solicitation package. The interviews shall be conducted at a noticed public meeting. The questioning shall be conducted by the CA and Evaluation Team, and shall be limited to one representative from each SUPPLIER The CA (or designee) shall conduct the meeting. Interview questions may include anything pertaining to the qualifications of respondents to successfully perform the Statement of Work. The discussion may include how the respondents would approach performance of the project, including suggestions as to how the Statement of Work may be modified or expanded, but should focus upon the qualifications of the respondents to perform the work. • At the completion of the interviews, the Evaluation Team shall submit their scores to the CA. The previous scores shall not be utilized. Then, the CA shall tabulate and present the final ranking to the Evaluation Team. VI. Competitive Negotiations • The CA shall provide notice of the ranking to all respondents. The CA shall check references for those firms on the short list. • The PA shall have the authority to take final action and enter into a contract with the firm that is ultimately selected. • In the event it is determined by the CA that there are procedural infirmities in the selection process, the matter shall be referred back to the Evaluation Team for further action. • Upon approval of the final consultant ranking, competitive negotiations shall commence with the top-ranked firm. The PA, Evaluation Team, and CA, shall conduct the negotiations at a noticed public meeting. The decision to accept or reject the top-ranked firm shall be made by the Evaluation Team, with each member having a vote that is in accordance with the MOA. • If the negotiations with the top-ranked firm are successful, the PA shall thereafter have the authority to enter into a contract with the successful respondent. If the negotiators conclude that the negotiations with the top-ranked firm have not been successful, the results of these negotiations shall be reported to the PA, which shall have the authority to enter into negotiations with the second-ranked firm, as provided above, and thereafter enter into a contract with the second-ranked firm. A similar procedure shall be applied if negotiations with successive firms are not successful. -45- a • The terms of the contract between PA and the successful respondent shall be reviewed and approved in accordance with the PA's procedure. -46- Exhibit 3 Formula for Allocating Costs and Cost Distribution -47-