Toho Water Authority 101 North Church Street, 2" d Floor

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1 Toho Water Authority 101 North Church Street, 2" d Floor Kissimmee, FL www. tohowater. com rs F tt t Board of Supervisors Bruce R. Van Meter, Chairman Mary Jane Arrington, Vice Chairman John E. Moody, Supervisor John C. Reich, Supervisor James W. Wells, Supervisor Fernando E. Valverde, Supervisor Brian L. Wheeler, Executive Director Mike Davis, Attorney Steve Johnson, Attorney Nilsa C. Diaz, Administrative Secretary A 1 11: MEETING CALLED TO ORDER 2. INVOCATION AND PLEDGE OF ALLEGIANCE 3. APPROVAL OF THE AGENDA 4. AWARDS AND SPECIAL PRESENTATIONS 5. PUBLIC HEARING HEAR AUDIENCE (Anything requiring a vote will be heard at a later date) CONSENT AGENDA The Consent Agenda is a technique designed to expedite handling of routine and miscellaneous business of the Board of Supervisors. The Board of Supervisors in one motion may adopt the entire Agenda. The motion for adoption is non -debatable and must receive unanimous approval. By request of any individual member, any item may be removed from the Consent Agenda and placed upon the Regular Agenda for debate. A. APPROVAL OF MEETING MINUTES FROM MARCH 26, 2008 B. APPROVAL OF THE SELECTION OF HASKELL CONSTRUCTION COMPANY TO PROVIDE CONSTRUCTION MANAGER AT RISK SERVICES FOR THE CONSTRUCTION OF THE WESTERN REUSE STORAGE PUMPING FACILITY C. APPROVAL OF SELECTION OF MALCOLM PIRNIE TO PROVIDE ANALYSIS AND CONDITION ASSESSMENT OF THE SANDHILL A- 1

2 WATER RECLAMATION FACILITY AND 47 TRIBUTARY LIFT STATIONS D. APPROVAL OF SCOPE OF SERVICES PROPOSAL WITH TETRA TECH HAI FOR ENGINEERING DESIGN, SURVEYING, AND CONSTRUCTION ADMINISTRATION SERVICES FOR THE REHABILITATION OF TWO LIFT STATIONS E. APPROVAL OF RESOLUTION AMENDING FLOW DATA FOR LAUNDROMATS USED FOR DETERMINING IMPACT FEES 8. INFORMATIONAL PRESENTATIONS ( REQUIRING NO ACTION) 9. UNFINISHED BUSINESS: A. APPROVAL OF RESOLUTIONS AND DOCUMENTS TO PROVIDE FOR THE CONVERSION OF THE SERIES 2007 BONDS FROM AUCTION RATE MODE TO VARIABLE RATE WITH A LETTER OF CREDIT SUPPORT STRUCTURE 10. NEW BUSINESS 11. STAFF REPORTS

3 Description Regular meeting of the Tohopekaliga Water Authority. Present at the meeting were Supervisor Jim Wells, Supervisor John Moody, Supervisor Fernando Valverde, Attorney Steve Johnson, Attorney Mike Davis, Executive Director Brian Wheeler, Administrative Secretary Nilsa C. Diaz, Chairman Bruce R. Van Meter, Supervisor Mary Jane Arrington, and Supervisor John Reich. Commissioners Gemskie and Shipley were not present. Date 3/ 26/ 2008 Location? City of Kissimmee Commission Chambers r Time Item Minutes 5: 08: 12 PM Meeting called to order Meeting called to order by Chairman Bruce R. Van { Meter at 5: 08 PM. i 5: 08: 18 PM 3 Invocation The Invocation was given by Executive Director and Pledge Brian Wheeler and Supervisor John Moody led the i of Allegiance audience in the Pledge of Allegiance. 5: 08: 22 PM Executive Director Wheeler added an item under Approval of the Agenda Unfinished Business: 9C. Approval of Resolution Amending the Authority Investment Policy and Approval of Authorization for the Executive Director to execute a commitment letter for a Letter of Credit; with Helaba Bank. r Supervisor Arrington moved for approval of the I agenda with the inclusion of Item 9C. s Supervisor Valverde seconded the motion. Motion passed 6 to 0. 5: 08: 53 PM? Executive Director Wheeler read the Proclamation declaring March as Purchasing Month for the Toho Water Authority. x Supervisor Moody moved for approval of the Awards and proclamation and Supervisor Arrington I Special seconded the motion. Motion passed 6 to 0. Presentations j Executive Director Brian Wheeler read the proclamation declaring April as Water; Conservation Month in Osceola County.; Supervisor Arrington moved for approval of the proclamation and Supervisor Moody seconded {

4 m the motion. Motion passed 6 to 0. r 5: 12: 04 PM ; Public Hearing 5. 12: 11 PM ; Hear the Audience None No one came forth. 5: 12: 23 PM There not being any changes to the Consent Agenda as published, Supervisor Wells moved for It Consent Agenda PM ; Informational Presentations j approval of the Consent Agenda and Supervisor t Arrington seconded the motion. Motion passed i6to0. None 5. 13: 13 PM 9A. APPROVAL OF PROPOSED SWAP OF 1 AUTHORITY AND RIDA PROPERTIES j ASSOCIATED WITH THE STONEYBROOK DRI MUTUAL COOPERATION AGREEMENT T Unfinished Business Real Estate Research Consultants ( RERC) was retained by the Authority to do a valuation of a proposed land swap estimating current and future land values associated with a Mutual Cooperation j jagreement between TWA, RIDA, CF Golf and US Home Corporation. Mr. Steven McDonald, Vice President of RERC, gave the Board a quick review; of the proposed transaction between the entities. Mr. McDonald told the Board that the value of the E land involved in the transaction is implied and that j this agreement is a very good deal for the Authority as it refers to the transfer value. There was further; discussion about land values, the benefits for both RIDA and TWA, and the results of condemnation. Mr. McDonald reiterated that from an economic;# perspective, it was a good deal. Chairman Van Meter and Supervisor Reich expressed that if everyone understands what is going on, then it is a r good deal. Supervisor Wells and Supervisor Reich stated that they were having problems understanding the 90 year lease. Supervisor Reich moved for approval of the #, proposed swap of Authority and RIDA properties a associated with the Stoneybrook DRI Mutual Cooperation Agreement. Supervisor Arrington

5 seconded the motion. Motion passed 5 to 1; Supervisor Wells voted against it. Executive Director Wheeler stated that it was time to decide which parcels were going to be swapped and did the Board want to do it tonight or at the next meeting. The Board examined some maps to include one presented to the Board at the November 14th meeting which showed some parcels previously approved by the Board. The Board decided on the former 18th hole and part of the 2nd hole of the National Course zone adjacent to area 1C on the map. Supervisor Arrington moved for approval of the described area for the swap for final approval at 9th the April meeting. Marc Reicher will bring back an exhibit identifying the parcels. Mike Davis mentioned that the lease had to be brought back as a modification. Supervisor Moody seconded the motion. Motion passed 5 to 1; Supervisor Wells opposed RECOMMENDATION OF IMPACT FEE ASSESSMENT FOR LAUNDROMATS At the February 13th and February 27th Board meeting, a client approached the Board requesting relief from the impact fee assessment for Laundromats. Staff gathered data from Central Florida utilities and commercial laundry machine manufacturers. The Authority used 8 loads per day per machine to represent peak weekend demands and determined that front loading machines require substantially less water compared to top loading. Staff has developed a usage schedule that differentiates between front loading and top loading machines; thereby, slightly reducing the assessment for front loading machines and slightly increasing the assessment for top loading machines. Supervisor Wells moved for revision of the impact fee assessments for Laundromats. Supervisor Arrington seconded the motion. Attorney Mike Davis to bring back a resolution addressing said revision. Motion passed 6 to 0.

6 9C. APPROVAL OF RESOLUTION AMENDING THE AUTHORITY INVESTMENT POLICY AND APPROVAL OF AUTHORIZATION FOR THE EXECUTIVE DIRECTOR TO EXECUTE A COMMITMENT LETTER FOR A LETTER OF CREDIT WITH HELABA BANK Toby Wagner, Southeastern Investments Securities, Inc. updated the Board on what has transpired in the market since the last meeting. The Board had instructed Mr. Wagner to move forward with Deustche Bank: however, Deustche Bank has told us that they could not offer what we needed and would think it over over the weekend. They later came back and told us that they could not offer the product and were, in fact, pulling the product off the table. The Financial Advisors are in the process of drafting a Letter of Credit with Helaba Bank. At this time, CIFG is willing to entertain the insurance policy remarket instead of re -funding. The opportunities we have during the 6 to 8 weeks' ratings reaffirmed using existing cash on hand and then have a line of credit with Helaba or SunTrust. The Authority could use their own cash to buy the bonds, paying themselves and using the line of credit to reinvest, which is currently in our Investment Policy. Attorney Mike Davis told the Board that this action would require two action items; the first one being a voice motion which read as follows, " Motion to authorize the Executive Director, with the advice of Bond Counsel, General Counsel, and the Financial Advisor, to execute and return to Helaba Bank an expected commitment letter for the issuance by Helaba of a Direct Pay Letter of Credit and, if applicable, a Reserve Account Letter of Credit, provided that the commitment of Toho in the event that it determines not to purchase the LOC and/ or RALOC, is only to pay Helaba counsel expenses in an amount not to exceed $ 40K." Supervisor Arrington moved to approve the Voice Motion authorizing the Executive Director to execute and return an expected commitment letter for the issuance by Helaba of a Direct Pay

7 Letter of Credit and; if applicable, a Reserve Account Letter of Credit. Supervisor Moody seconded the motion. Motion passed 6 to 0. A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TOHOPEKALIGA WATER AUTHORITY; AUTHORIZING THE INVESTMENT OF AUTHORITY FUNDS IN BONDS OF THE AUTHORITY; PROVIDING FOR FINDINGS OF FACT AND DEFINITION OF TERMS; AND PROVIDING FOR APPLICABILITY AND AN EFFECTIVE DATE. Toby Wagner told the Board that he would only recommend moving into the market if the Letter of Credit were in place with Helaba Bank; would like some interim financing in place through SunTrust with Helaba knowing that the Authority has a commitment with them. Attorney Mike Davis asked if once the decision is made as to which way to go, does it need to come back to the board? Mr. Wagner said that if the Board adopts Resolution ; then everything would fall into place. Supervisor Arrington moved for approval of authorizing the investment of Authority funds in bonds of the Authority. Supervisor Moody seconded the motion. Supervisor Wells said that he thinks the Board is making a mistake; feels that the Authority needs as much liquidity as possible. Supervisor Reich inquired as to what Mr. Wagner thought the rates were going to do within the next week. Mr. Wagner said that they will probably remain the same; around 7. 15%. Mr. Wagner asked Supervisor Wells if it would make him feel better if the Authority were to borrow the money. Supervisor Wells stated that he would prefer to stay with the tried and true. Mr. Wagner said that the notice to the owners would have to be rescinded if the Authority decided to do something different. Supervisor Moody asked what the rate would be if going to a fixed rate mode; Toby said that we could expect 5. 22%. Motion passed 4 to 2; both

8 Supervisor Wells and Supervisor Reich were opposed. 6: 29: 00 PM New Business 6: 29: 08 PM Alexandra Green presented the Financial Report for the month of February Rodney Henderson introduced Marie Rios as the new IT Manager. 20/20 media advertising Branding Campaign At the last meeting, the Board indicated to Patterson Bach that the Board did not like the placement of one of the billboards and thought they would use bus shelters but because Chairman Van Meter works for 20/ 20 it might present a conflict of interest. The attorneys provided an opinion after researching the matter and because the chairman has no ownership in 2020; it would not present a conflict of interest. Supervisor Valverde commented that he had read the e- mail from Mike Davis and Steve Johnson and he did not see any conflict. Supervisor Valverde asked if there was any answer Staff Reports. on the Avatar situation and requested that it be made part of the Major Project Summaries. Executive Director Wheeler said that South Florida is recommending a petition to intervene in the Seminole County administrative hearing. It will be to the Authority' s best interest to participate in the administrative hearing. O and S Water has contacted Brian Wheeler wanting to know if the Authority wants to renegotiate selling 100, 000 gallons water wholesale and do we want to incorporate the Tranquility DRI and Concorde Estates into our service area. The problems at Bellalago were discussed. There are several hundred customers who are not paying for their sewer but the Authority has no way of going after them because they get their water from O and S. Supervisor Wells said that we should say no on Tranquility. 7: 14: 58 PM ; Board! Officials None 7: 15: 07 PM ; Adjournment Note: For the record: An error was detected in the

9 numbering of the Resolutions and they have been renumbered to correct the error. There being no further business to discuss, the Chairman adjourned the meeting at 7: 15 PM. Bruce R. Van Meter, Chairman John E. Moody, Secretary

10 CATEGORY: Consent Attachment( s): None APPROVAL OF THE SELECTION OF HASKELL CONSTRUCTION COMPANY TO PROVIDE CONSTRUCTION MANAGER AT RISK SERVICES FOR THE CONSTRUCTION OF THE WESTERN REUSE STORAGE PUMPING FACILITY EXPLANATION: The Western Reuse Storage and Pumping Facility project will construct the pumping and storage facilities necessary to distribute reuse and the Shingle Creek Alternative Water Supply ( AWS) from the South Bermuda WRF to the Sand Hill Road WRF service area, where historically the irrigation demand has exceeded the supply. The facility will maximize utilization of reuse and AWS; thereby, reducing the quantity of groundwater used for irrigation. The project will include a 4 -million gallon ground storage tank, several high service pumps and related piping, chlorine polishing, and electrical and instrumentation systems. Staff has elected to use the Construction Manager at Risk ( CMAR) construction delivery method for the construction of this facility. The CMAR will work with TWA staff and the design consultant to provide a constructability and value engineering review prior to proceeding to construction. In addition, the CMAR will provide construction management services, including pre -qualification of vendors and subcontractors, assistance with pre -purchasing of materials and equipment, assistance with the bidding process to ensure competitive pricing, and overall construction management activities for this project. The CMAR is also responsible for providing a guaranteed maximum price ( GMP) for the project to perform the work that is needed. This price shall not be exceeded throughout the construction duration of the project unless TWA requests significant changes to the work during construction. An advertisement requesting Statements of Qualifications ( SOQ) from qualified contractors was published in the legal section of the Orlando Sentinel; six construction firms submitted SOQs and a staff committee of five individuals short- listed three firms for the interview process. The following firms were interviewed: 1. Haskell Construction Company 2. Encore Construction Company 3. Garvey Construction Company After the interviews, staff ranked the firms in the order listed above. Haskell Construction was selected as the top ranked firm because of their experience with similar projects, and their ability and availability to expedite the work.

11 Upon Board approval of Haskell as the top ranked firm, staff will negotiate minimal preconstruction phase services for constructability and value engineering reviews and a subsequent GMP with Haskell Construction Company for the construction of the facility. RECOMMENDATION: Staff recommends approval of the selection of Haskell Construction to provide Construction Manager at Risk services for the construction of the Western Reuse Storage and Pumping Facility. CMAR Selection for the Western Reuse Storage and Pumping Facility db

12 CATEGORY: Consent Attachments: None APPROVAL OF SELECTION OF MALCOLM PIRNIE TO PROVIDE ANALYSIS AND CONDITION ASSESSMENT OF THE SANDHILL WATER RECLAMATION FACILITY AND 47 TRIBUTARY LIFT STATIONS Explanation: Comprehensive asset management allows the Authority to plan, operate, and maintain infrastructure assets at an acceptable cost. Development of the Authority's asset management program requires detailed information and condition data regarding its assets. The goal of this project is to establish procedures and perform condition assessment of wastewater treatment plants and lift station equipment, conduct physical inspections of the equipment, collect additional attributes for each asset, assign a consequence of failure rating to each asset, and ensure that the resulting data can be uploaded into TWA' s existing work management system, Data Stream 7i, with minimal effort from TWA staff. An estimate of remaining useful life of each asset will be developed based on available data, manufacturers' information, staff interviews, visual inspection, and engineering judgment. An advertisement requesting Statements of Qualifications ( SOQ) from qualified consultants was published in the legal section of the Orlando Sentinel; two consulting firms submitted SOQ' s and a staff committee of four individuals elected to interview both firms. 1. Malcolm Pirnie, Inc. 2. PBS& J After the presentations, staff discussed the qualifications of each firm and decided to approach each firm to determine if they would be willing to work together on the project since each firm clearly has superior strengths in the area of field data collection/ engineering analysis and data management. Malcolm Pirnie, Inc. was selected to conduct the condition assessment, remaining useful life analysis, and consequence of failure analysis because of their experience with similar projects and their recent involvement with the development of The Authority' s asset management program. PBS& J was selected for the data management portion of the project because of their expertise with computerized maintenance management systems ( specifically DataStream) experience with similar data management projects. as well as their Recommendation: Staff recommends approval of the selection of Malcolm Pirnie Inc. as the prime with PBS& J as a sub -consultant to conduct analysis and condition assessment of the Sandhill WRF and 47 tributary lift stations.

13 CATEGORY: Consent ATTACHMENT: Scope of Services Proposal from Tetra Tech HAI APPROVAL OF SCOPE OF SERVICES PROPOSAL WITH TETRA TECH HAI FOR ENGINEERING DESIGN, SURVEYING, AND CONSTRUCTION ADMINISTRATION SERVICES FOR THE REHABILITATION OF TWO LIFT STATIONS EXPLANATION: Annually, Tohopekaliga Water Authority schedules the rehabilitation or replacement of lift stations which are in a deteriorated condition. LS -97 and LS -60 are among several stations that have been selected for improvement in FY' 08. Both lift stations have corroded piping and outdated electrical and pumping components. LS - 97 and LS -60 are greater than 20 years old and require rehabilitation to maintain long term operation. LS -97 is located off of Formosa Blvd in the Toho 1 service area. This master lift station has insufficient pumping capacity for future flows and an inadequate odor control unit. This duplex station will be converted to a triplex station by utilizing the adjacent 8 -foot collection well as a supplemental wet well. A new odor control system will be installed. The discharge piping is severely corroded and will be replaced. LS -60 is located alongside US in the Toho 1 service area. The lift station collects and re -pumps sludge from the Camelot WRF to the South Bermuda WRF in addition to pumping wastewater from the surrounding service area. The wet well wall has been damaged extensively from exposure to hydrogen sulfide and requires rehabilitation. This triplex station will require the installation of above ground piping, a fence, an odor control unit, and a generator. Pumping the Camelot WRF sludge to the South Bermuda WRF makes this lift station rehabilitation a high priority. The pump station cannot be non -operational for a sustained period without impacting the Camelot WRF treatment process. A negotiated scope of services with Tetra Tech HAI for this project includes design, permitting, surveying, and bidding and construction administration services. The anticipated design period is eight months. The negotiated fee for the proposed services is $ 128, This design project will be funded through PB0712 and WE0616.

14 RECOMMENDATION: Staff recommends approval of the $ 128, scope of services for design, permitting, surveying, and bidding and construction administration services with Tetra Tech HAI for the rehabilitation of two lift stations. LS -97 and LS -60 Rehabilitations- Design Services ag

15 atetra TECF February 28, 2008 Revised March 27, 2608 Revised April 2, 2008 Ms. Annie Geary, E.I. Tohopekaliga Water Authority 101 North Church Street, Suite 216 Kissimmee, Florida Subject: Professional Engineering Services Proposal Lift Station Nos. 60 and 97 Improvements Tt 9 BP Toho Dear Ms. Geary: Tetra Tech is pleased to furnish this proposal for professional services for survey, preliminary design, final design, permitting, bidding, and construction administration services for the Wastewater Lift Station Nos. 60 and 97 Improvements Project. A detailed scope of services, compensation summary, and project schedule are attached hereto. Also attached are three ( 3) copies of the TWA Contract Addendum. Tetra Tech looks forward to providing these services to the Toho Water Authority. If you should have any questions, please do not hesitate to contact me at Very truly yours, Tetra Tech J D. Fox, P. E. Vice President Attach>nents JDF/ sim/ BP TohofcorresplGeary- R jdf.doc C: Deb Beatty, P. E., TWA Mark A. Rynning, P. E., Tt Lauren R. Springer, P. E., Tt Sally Alfieri, Tt 201 East Pine Street, Suite 1000, Orlando, FL Tel Fax com

16 EXHIBIT " A" TOHOPEKALIGA WATER AUTHORITY LIFT STATION NO. 60 AND 97 IMPROVEMENTS SCOPE OF SERVICES I. PROTECT DESCRIPTION Tohopekaliga Water Authority ( TWA) has two ( 2) existing lift stations, Nos. 60 and 97, which have been prioritized for rehabilitation. LS 60 is a triplex submersible station located on the corner of Fourwinds Road and U. S. Highway 192. LS 60 consists of a rectangular cast -in-place concrete wetwell and valve vault structure. The existing pumping capacity is adequate, therefore, no capacity increase is proposed. LS 60 has been identified to require structural rehabilitation of the concrete wetwell, replacement of corroded wetwell piping, and electrical, and addition of a new odor control system and standby power system. LS 97 is a duplex submersible station located at the corner of Formosa Boulevard and Sand Hill Road. LS 97 consists of a 12 -foot diameter precast wetwell and valve vault, and on: -site standby power generator. LS 97 also has a secondary precast wetwell that flows into the primary wetwell during periods of low flow. This wetwell is 8 -foot in diameter and is aerated by a positive displacement blower to aid with grease and odor control. The existing pumping capacity of LS 97 is inadequate to support the existing and proposed flows, therefore, additional pumping capacity will be added to this site by a combination of adding pumps to each of the existing wetwells as space permits. This station is equipped with odor control, however, the system is not adequate to meet the station demands and will be improved or replaced as pari of this project. The existing generator is assumed to be sufficient to provide emergency power and it does not need to be replaced. The electrical control system will be evaluated and improved to accommodate the additional pumps. Il. SCOPE OF SERVICES A. Preliminary Design The purpose of the preliminary design phase is to gather available information, develop, evaluate, and select alternatives, and present the size, type, and configuration of the proposed facilities. This phase will also present a cost estimate of the project. One combined report will be prepared including both lift stations. this phase are described below. Tasks to be completed in 1. Attend a Irick -off meeting with TWA Staff to discuss the proposed facilities and various design considerations. LRS/ slm/ LS60-97/ Scope- R.doc Tt #BP Toho Rev

17 2. Review drawings, specifications, maps, and operating records pertaining to the existing Lift Stations and adjacent. gravity sewers. 3. Preliminary discussion of structural rehabilitation options. 4. Develop preliminary site and yard piping plans for the lift stations along with a preliminary mechanical plan and section. for LS 97 showing the wetwells, proposed pumps, and revised valve vault. Tetra Tech will perforin required hydraulic calculations for design of LS 97. The hydraulic conditions for LS 60 will remain the same as existing. 5. Develop preliminary design of odor control systems for each lift station. 6. Prepare a draft design report ( s) that summarizes the findings, conclusions, and recommendations resulting from the various analyses and presents the configuration of the proposed facilities and the associated estimate of cost. 7. Revise and finalize the design report( s) pursuant to TWA comments. B. Final Design Upon acceptance of the Preliminary Design Report by TWA, Tetra Tech will initiate the final design of both stations with construction to be completed as one ( 1) project. The final design will result in preparation of the bid documents, engineering drawings, and specifications, which will be submitted to TWA for review at 60%, 90% and 100% completion levels. Four ( 4) sets of drawings and specifications will be provided at each submittal stage and the final documents will be provided in electronic format. The drawings will be prepared using AutoCAD and the specifications will be prepared using Microsoft Word. The design team will attend design review meetings with TWA at 60% and 90% completion levels. Tetra Tech will prepare a construction cost estimate with the 90% design submittal. To ensure proper design of the facilities, Tetra Tech will obtain approval from TWA for any substantial changes in the preliminary design prior to incorporation in the final design. A preliminary list of drawings is presented on the following page. LRS/ slm/ls 60-97/ Scope- R. doe Tt # BP Toho Rev

18 General Cover Sheet Index of Drawings, General Notes and Key Map Legend and Abbreviations Mechanical LS 60 and LS 97 Site, Yard Piping, and Demolition Plan Existing LS 60 Mechanical Site and Yard Piping Plan and Section Proposed LS 60 Odor Control System Plan and Sections Proposed LS 97 Mechanical LS 97 Odor Control Mechanical Details ( I Sheet) Site and Yard Piping Plan and Section Proposed System Plan and Sections Proposed Electrical Electrical Abbreviations, Symbols and Notes LS 60 and 97 Electrical Site Plans Existing LS 60 and 97 Electrical Site Plans -- Proposed LS 60 and 97 Power Risers -- Proposed Electrical Details ( 1 Sheet) C. Permitting Tetra Tech will prepare and submit permit applications and supporting documentation necessary to obtain permits required for the project. Accordingly, Tetra Tech will perforin the following tasks: 1. Prepare and submit a " Notification/Application for Constructing a Domestic Wastewater Collection/ Transxnission System" to the Florida Department of Environmental Protection ( FDEP) and respond to two ( 2) " Requests of Additional Information" ( RA1s) issued by the regulatory agency for improvements to LS 97. A FDEP permit for LS 60 is not anticipated since the work is considered as maintenance. All permit application fees are to be provided by TWA. 2. Prepare and submit right-of-way utilization permit applications to Florida Department of Transportation ( FDOT), Osceola County or City of Kissimmee, and respond to two ( 2) RA1s issued by the respective agency. Permit application D. Bidding and Award fees are to be provided by TWA. The proposed improvements will be bid as one ( 1) project. Upon authorization to proceed with the bidding and award phase of the project, Tetra Tech will complete the following tasks. LRS/ slrim/ LS60-97/ Scope- R.doc Tt i#bp Toho Rev

19 1. Coordinate advertisement of the Project with TWA and prepare Invitation to Bid. 2. Provide one ( 1) copy of the Contract Documents ( engineering drawings and specifications) and any addenda, which may be issued to bidding service agencies, such as Dodge Reports. Additional sets required for bidding will be sold to bidders or others for a nominal fee approximately equal to the cost of printing and handling. 3. Respond to any questions from bidders and prepare and issue addenda as required to interpret, clarify or expand the Bidding Documents. 4. Assist TWA in evaluating bids and make recommendation for the award of the contract; and assist TWA in obtaining the insurance, performance bond and payment bond certificates and other such submittal items required from the Contractor by the contract documents so that construction of the project can commence. S.. Consult with and advise TWA as to the acceptability of subcontractors and other persons and organizations proposed by the prime contractor ( hereinafter called Contractor") for those portions of the work as such acceptability is required by the bidding documents. 6. Consult with and advise TWA as to the acceptability of substitute materials and equipment proposed by Contractor when substitution prior to the award of contracts is allowed by the bidding documents. E. Construction Administration During the Construction Phase of the project, Tetra Tech will complete the following tasks: 1. Prepare two ( 2) copies of a conformed set of Contract Documents for TWA and one ( 1) reproducible set for the recommended Contractor. 2. Upon award of the contract, Tetra Tech will attend and conduct a preconstruction conference with the selected Contractor, subcontractors, regulatory agencies and TWA and prepare meeting minutes. LRS/ slrn/ LS60-97/ Scope- R.doc Tt #BP Toho Rev

20 3. Conduct six ( 6) monthly site visits to the construction sites to observe construction of the project and attend six ( 6) monthly progress meetings. The site visits will observe the progress and quality of the construction and its general conformance to the Contract Documents. The site visits will be conducted following each progress meeting. 4. Provide interpretation or clarification of the design documents when requested, and prepare change orders required for clarification or minor modification of the Contract Documents. S. Review shop drawings and other required Contractor submittals up to two ( 2) times per submittal for general conformance with the Contract Documents. 6. Review the Contractor' s application for payment and the accompanying data and schedules, determine the amounts owed to the Contractor, and advise TWA of the recommended payments to the Contractor. 7. Review test reports for soils, concrete and other materials. F. Survey 8. Conduct a substantial completion site visit and develop a punch list of items to be corrected by the Contractor. 9. Conduct a final completion site visit to determine if the punch list items have been completed in accordance with the Contract Documents and if the Contractor's obligations are fulfilled thereunder, and recommend final payment to the Contractor. 10. Prepare one ( 1) copy and an electronic file of the record drawings for TWA incorporating those changes made during construction based on record information furnished by the Contractor. 1. Obtain topographic surveys of each lift station site up to the terminal manhole and adjacent right-of-way improvements that may be impacted during construction. In general, existing utilities will be located as they are marked by respective Benchmarks at each site utility owners. Soft dig explorations are not included. will be established and referenced to the Osceola County datum and State ]Plane Coordinates Bast Zone NAD83. LRS/ slm/ls 60-97/ S cope -R. doc Tt #BP Toho - S Rev

21 III. SERVICES NOT INCLUDED A. Permit Application Fees - The check(s) for the permit application fee( s) will be issued by TWA. An estimate of permit application fees will be provided in the Preliminary Design Report. B. Other Permits - This proposal does not include permitting services for any permits that are normally obtained by the Contractor ( i. e., building permit). C. All construction related layout and record drawing survey work and geotechnical services, including materials testing and other services are to be provided by the Contractor. This pertains only to such work that is completed during the construction phase. D. Geotechnical engineering services for design. E. Costs for advertising the Project are to be paid by TWA. F. Any application for variances, rezoning, or special exceptions. G. Onsite telemetry and SCADA programming will be completed by TWA. IV. COMPENSATION SUMMARY The total lump sum fee for the Scope of Services described in Section II is $ 128, 172. Exhibit B presents a detailed breakdown of the estimated hours and compensation for the Scope of Services. 1. Preliminary Design 20, Final Design 42, Permitting 4, Bidding 6, Construction Administration 43, Survey 8, 372 7, Direct Costs TOTAL 128, LRS/ slat/ LS60-97/ Scope- R.doe Tt # BP Toho Rev

22 V. SCHEDULE The anticipated delivery schedule for the project is presented below: Milestone. Task Duration In Days/ Weeks Days/ Weeks After. Notice to' Proceed Preliminary Design Report 42/ 6 42/ 6 TWA PDR Review 14/ 2 56/ 8 Submit Final PDR / 10 60% Design Submittal 28/ 4 98/ 14 TWA 60% Design Review 14/ % Design Submittal/ Permitting Submittal / 20 TWA 90% Design Review 14/ % Submittal 28/ 4 182/ 26 TWA 100% Desi n Review Receive Permits ( Submit at 90% Completion) 56/ 8 196/ 28 Bidding/ Contract Award 56/ 8 252/ 36 Construction 180/ / 62 LRS/ slm/ LS60-97/ Scope- R.doc Tt #BP Toho Rev

23 TOHOPEKALIOA WATER AUTHORITY CONTRACT ADDENDUM ADDENDUM #: DATE: February 28, 2008 Revised March 27, 2008 AMENDMENT: April 2, 2008 Per the terms, conditions, and specifications of the Tohopekaliga Water Authority ( TINA) with Tetra Tech engineer) for TWA Wastewater Lift Station Nos. 60 and 97 Improvements project) the following described changes are agreed to and are hereby accepted and incorporated: DESCRIPTION OF ASSIGNMENT: Professional Engineering for Survey, Preliminary Design, Final Design, Permitting, Bidding, and Construction Administration Services. FORM OF COMPLETED DELIVERABLES: As described in the attached Scope of Services. BASIS OF PAYMENT: Services shall be made on the basis of LumR Sum method of compensation) method in accordance with the Agreement, the total not to exceed $ without further authorization from the Board of Supervisors. ESTIMATED DATE OF COMPLETION: This assignment shall be completed within 432 calendar days from the receipt of this fully executed Addendum or 432 calendar days from receipt of TWA provided information which will enable the Engineer to proceed with this work assignment. Previous Contract Total Dollars: 5, 064, NET Dollars for this Change (Add itionlsubtraction): 128, NET CONTRACT TOTAL DOLLARS: i 5, 192, Accepted By. Requested By: Brian L. Wheeler, Executive Director Title/ Position: Vice President Approved By: Bruce Board R. Van Meter, Chairman of Supervisors Company Name: Tetra Tech Board of Su ervisors A rcval Date: JDF/ slrn/ BP Prop/ LS 60 & 97IAddendum- R. doc

24 Agenda: Consent Attachment: Resolution Amending the Flow Data for Determining Impact Fees APPROVAL OF RESOLUTION AMENDING FLOW DATA FOR LAUNDROMATS USED FOR DETERMINING IMPACT FEES Explanation: The Board of Supervisors, at the March 26, 2008 meeting, approved a recommendation by staff to change the flow data utilized to calculate the water and wastewater impact fees for commercial Laundromats. The new flow data will provide four categories or classifications of washing machines to be used in calculating the flows to be allocated to laundromats for the purposes of calculating water and wastewater impact fees. The Board attorney recommended that the Board adopt the changes by resolution. The resolution adopting the changes is attached. Recommendation: Staff recommends approval of the Resolution Amending the Flow Date for determining impact fees as presented. Resolution Revising ImpactFeeAllocation Lau ndromats biw Fl

25 Resolution Adopting Revised Water and Wastewater Impact Fees RESOLUTION NO A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE TOHOPEKALIGA WATER AUTHORITY PROVIDING FOR REVISED WATER AND WASTEWATER IMPACT FEES, PROVIDING FOR COMPLIANCE AND PROVIDING FOR APPLICABILITY AND AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TOHOPEKALIGA WATER AUTHORITY: SECTION 1. AUTHORITY. This Resolution is adopted pursuant to Chapter , Laws of Florida, Chapter 189, Florida Statutes, Section , Laws of Florida, 2007 ( the " Florida Impact Fee Act") and other applicable laws ( the Act" SECTION 2. FINDINGS. It is hereby ascertained, determined and declared by the Board of Supervisors (the "Board") of the Tohopekaliga Water Authority the " Authority") that: A) Pursuant to Section 12( 3) of the Act, certain Water and Wastewater Impact Fees shown on the attached exhibit are revised as shown in such exhibit. B) The Florida Impact Fee Act requires that notice be provided no less than 90 days before the effective date of an ordinance or resolution imposing a new or amended impact fee. C) The impact fees provided for in this Resolution No. 08- have been calculated based upon the most recent and localized data. 2

26 Resolution Adopting Revised Water and Wastewater Impact Fees SECTION 3. COMPLIANCE REQUIREMENTS. A) The impact fees (" System Development Charges") provided for in this Resolution No shall be accounted for and reported as provided for in the Florida Impact Fee Act. 13) Administrative charges for the collection of such System Development Charges shall be limited to actual costs. C) Notice has shall be provided in accordance with the Florida Impact Fee Act prior to the effective date of the revised System Development Charges provided for by this resolution. SECTION 4. REBATE REQUIREMENT. A). The reduction in the System Development Charges provided for in this Resolution is required in order to conform to Florida Law so that the System Development Charges collected for the use are not in excess of the impact on the Authority system. 13) That portion of any System Development Charges in excess of the System Development Charges provided for in this Resolution which may be due on or after March 26, 2008 and prior to the effectiveness of these revised System Development Charges necessitated by the notice requirement of the Florida Impact Fee Act shall not 3

27 Resolution Adopting Revised Water and Wastewater Impact Fees be collected and shall be considered rebated so that the amount actually paid is not in excess of the amount allowed by law. SECTION 5. APPLICABILITY AND EFFECTIVE DATE. This Resolution shall be effective immediately except for the effectiveness of the System Development Charges provided for herein which System Development Charges shall become effective immediately upon provision of the 90 day notice required by the Florida Impact Fee Act. This resolution shall be liberally construed to effect the purposes hereof. Remainder of page intentionally left blank signature on next page] 11

28 Resolution Adopting Revised Water and Wastewater Impact Fees PASSED AND DULY ADOPTED by the Board of Supervisors of the Tohopekaliga Water Authority on the 91h day of April, BOARD OF SUPERVISORS OF THE TOHOPEKALIGA WATER AUTHORITY By: Bruce R. Van Meter, Chairman ATTEST: John E. Moody, Secretary 5

29 Resolution Adopting Revised Water and Wastewater Impact Fees EXHIBIT Laundromats, Self Service Gallons Per Day GPD Water Wastewater Per Machine ( Top Load) Per Maclaine ( Front Load 20#) Per Machine ( Front Load 30#) Per Machine ( Front Load 40# or greater)

30 Agenda: Unfinished Business Attachments: Resolution APPROVAL OF RESOLUTIONS TO PROVIDE FOR THE CONVERSION OF THE SERIES 2007 BONDS FROM AUCTION RATE MODE TO VARIABLE RATE WITH A LETTER OF CREDIT SUPPORT Explanation: The bond attorney, Robert Freeman from Bryant Miller & Olive and the financial advisor, Toby Wagner, will present a resolution to the Board for their approval for the mode conversion of the Series 2007 bonds from the auction rate mode to the variable rate mode with the credit support of a letter of credit from the Helaba Bank. Attached is a memorandum from Robert Freeman outlining the purpose of the resolution and the actions to be taken to accomplish the mode conversion. The Executive Director executed the letter of commitment for the letter of credit with the Helaba Bank on April 2, The actions to be taken by 9t" the Board at the April meeting will not complete the mode conversion. On April 10, 2008 following the Board action, the Authority will take the Series 2007 bonds out of the auction rate market converting them to variable rate mode and holding them pending the completion of the documents and steps to remarket the bonds. At a subsequent meeting, the Board will be asked to approve the documents that will allow the remarketing process to be initiated through a remarketing agent. Recommendation: Approval of Resolution to provide for the conversion of the Series 2007 bonds to the variable rate mode. Series2007BondConversionDocsReso blw

31 I TO: CHAIRMAN AND MEMBERS OF THE BOARD OF SUPERVISORS OF THE TOHOPEKALIGA WATER AUTHORITY C l/ `l 17e 1 11LE ILE.1Z1Iz3 The Authority is currently in the process of converting its outstanding Series 2007 Bonds from the ARS Mode to a Short -Term Mode in anticipation of the issuance of a Letter of Credit by Helaba Bank. The Letter of Credit will replace the CIFG insurance policy as credit enhancement for the bonds and the weekly remarketing will take the place of the auction as method for determining the interest rate on the bonds. The process is essentially two- stage: Stage I the bonds are converted from ARS Mode to Weekly Mode and purchased by Toho on April 10; Stage I I the bonds are remarketed with the Helaba Letter of Credit and a Remarketing Circular after new ratings have been obtained based on the Helaba LOC, expected to occur in mid- May. In the interim, Toho will establish a line of credit with SunTrust Bank in the amount of $50M to provide access to funds that will be tied up in the investment in the bonds during the interim period. The attached resolution addresses a number of matters in connection with this process, including: Authorizing the Mode Change from ARS to Weekly Mode ( Sec ) Ratifying the delivery of the Mode Change notice which was distributed on March 25 & 26 ( Sec ) Appointing First Southwest as Remarketing Agent for the Weekly Mode bonds and approving a form of Remarketing Agent Agreement (Article III) Appointing Bank of New York Trust Company as Tender Agent for the Weekly Mode bonds and approving a form of Tender Agent Agreement Article IV) Ratifying the acceptance of the Commitment for the Helaba Bank Letter of Credit (Article V) Ratifying the proposal of SunTrust Bank to extend a $ the Authority for possible use pending remarketing of the Bonds with the Letter of Credit ( Article V) 50M line of credit to

32 Authorizing the payment of certain expenses incurred in connection with the exploration of various options to continuing in the ARS Mode (Article VI). Authorizing the taking of further action in connection with the Mode Change, the purchase of the bonds by the Authority, and the finalizing of details with respect to the Helaba Bank Letter of Credit and the SunTrust Bank line of credit ( Article VII) A representative of Bryant Miller will be at the Board meeting on the 9t" to answer any questions that the Board may have regarding the resolution of the process for Mode Conversion.

33 RESOLUTION A RESOLUTION SUPPLEMENTING RESOLUTION OF THE TOHOPEKALIGA WATER AUTHORITY, FLORIDA, AS AMENDED; AUTHORIZING A CHANGE IN THE INTEREST RATE MODE OF ITS 92, 395, 000 UTILITY SYSTEM VARIABLE RATE REVENUE BONDS, SERIES 2007, FROM ARS MODE TO WEEKLY MODE; RATIFYING AND CONFIRMING THE DELIVERY OF NOTICE OF SUCH MODE CHANGE; APPOINTING FIRST SOUTHWEST COMPANY AS THE REMARKETING AGENT AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A REMARKETING AGREEMENT; APPOINTING THE BANK OF NEW YORK TRUST COMPANY, N. A. AS TENDER AGENT AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A TENDER AGENT AGREEMENT; RATIFYING THE EXECUTION BY THE EXECUTIVE DIRECTOR OF A COMMITMENT LETTER FOR THE PROVISION OF A DIRECT PAY LETTER OF CREDIT BY LANDESBANK HESSEN- THURINGEN GIROZENTRALE AS THE LIQUIDITY PROVIDER IN CONNECTION WITH THE ANTICIPATED PUBLIC REMARKETING OF THE SERIES 2007 BONDS; APPROVING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF A LINE OF CREDIT IN THE AMOUNT OF $ 50 MILLION BY SUNTRUST BANK, N. A., TO THE AUTHORITY; AUTHORIZING THE PAYMENT OF CERTAIN EXPENSES INCURRED BY THE AUTHORITY IN PROCEEDINGS RELATIVE TO THE MODE CHANGE; AUTHORIZING OFFICIALS OF THE AUTHORITY TO EXECUTE AND DELIVER ON BEHALF OF THE AUTHORITY ALL AGREEMENTS AND TO TAKE SUCH OTHER ACTIONS DEEMED NECESSARY OR ADVISABLE IN CONNECTION WITH ANY OF THE FOREGOING; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to the terms of Resolution No , adopted by the Board of Supervisors of the Tohopekaliga Water Authority ( the " Issuer") on July 17, 2003, as amended ( the " Master Resolution") the Issuer has authorized the issuance of Bonds from time to time; and WHEREAS, pursuant to the terms of Resolution No , adopted by the Issuer on April 11, 2007 ( the " 2007 Bond Resolution"), the Issuer authorized the issuance of its $ 92, 395, 000 Utility System Variable Rate Revenue Bonds, Series 2007 (the "2007 Bonds"); and WHEREAS, the 2007 Bonds were initially issued in the ARS Mode, as that term is defined in the 2007 Bond Resolution; and WHEREAS, pursuant to Resolution adopted on January 9, 2008, as supplemented, the Issuer authorized its executive director ( the Executive Director") to make initial preparation and provide due notices required to convert the 2007 Bonds from ARS Mode to a Short -Term Mode and to initiate

34 discussions with financial institutions seeking to enter into a contract to provide a liquidity facility for the 2007 Bonds; and WHEREAS, the Issuer deems it necessary and desirable to authorize the change in the interest rate mode of the 2007 Bonds from ARS Mode to Weekly Mode pursuant to the terms of the 2007 Bond Resolution; and WHEREAS, the Issuer deems it necessary and desirable to appoint First Southwest Company the remarketing agent for the 2007 Bonds ( the Remarketing Agent") and to approve the form of a Remarketing Agreement between the Remarketing Agent and the Issuer substantially in the form attached hereto as Exhibit " A" ( the " Remarketing Agreement"); and WHEREAS, the Issuer deems it necessary and desirable to appoint The Bank of New York Trust Company, N. A. ( the " Tender Agent") as initial Tender Agent for the 2007 Bonds and to approve the form of a Tender Agent Agreement, substantially in the form attached hereto as Exhibit " B" between the Issuer and the Tender Agent ( the " Tender Agent Agreement"); and WHEREAS, the Issuer deems it necessary and desirable to authorize the investment by the Issuer of certain moneys in its funds and accounts in the Series 2007 Bonds through purchase of such Series 2007 Bonds from the Remarketing Agent; and WHEREAS, the Issuer has received a proposal ( the "Letter of Credit Commitment"), attached hereto as Exhibit " C", from Landesbank Hessen - Thuringen Girozentrale ( the " Substitute Credit Facility Provider") pay the principal of and interest on 2007 Bonds and, upon tender thereof in the event remarketing proceeds are insufficient therefore, the purchase price to contract to of Series 2007 Bonds tendered for purchase, all pursuant to the terms of a Letter of Credit ( the " Alternate Credit Facility and Liquidity Facility") among the Issuer, the Liquidity Provider and The Bank of New York, N. A., as tender agent; and WHEREAS, the Issuer deems it necessary and desirable to approve the terms and conditions of a commitment ( the " Line of Credit Commitment"), attached hereto as Exhibit " D", for the establishment of a Line of Credit with SunTrust Bank ( the " Bank") in the amount of $ 50 million in connection with the investment of moneys of the Issuer in the Series 2007 Bonds; and WHEREAS, the Issuer deems it necessary and desirable to ratify the acceptance on behalf of the Issuer of the terms of the Letter of Credit Commitment and the Line of Credit Commitment; and

35 WHEREAS, the Issuer deems it necessary and desirable to ratify certain actions heretofore taken by and on behalf of the Issuer and to authorize certain officials of the Issuer to take certain further actions as described herein; and WHEREAS, the Issuer hereby finds, determines, and declares that all material provisions of the 2007 Bond Resolution with respect to the change in Mode of the 2007 Bonds from the ARS Mode to the Weekly Mode have been complied with or that compliance therewith has been waived by all parties having an interest therein; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE TOHOPEKALIGA WATER AUTHORITY, AS FOLLOWS: STATUTORY AUTHORITY, DEFINITIONS AND FINDINGS AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapter , Laws of Florida ( Tohopekaliga Water Authority Act) ( as amended and supplemented from time to time), the Constitution of the State of Florida and other applicable provisions of law, the Master Resolution and the 2007 Bond Resolution. DEFINITIONS. All terms used in this Resolution in capitalized form and not otherwise defined in this Resolution ( and the recitals or preamble preceding this Resolution), shall have the meanings ascribed to such terms in the Master Resolution and the 2007 Bond Resolution. FINDINGS AND DETERMINATIONS. The Board of the Issuer hereby finds, ascertains, determines and declares that: All findings or determinations set forth in the recitals or preamble of this Resolution are herby incorporated by reference as if fully set forth herein. Based upon the recommendations of the Financial Advisor, it will be economically beneficial to the Issuer to convert the 2007 Bonds from ARS Mode to Weekly Mode due to market disruptions in the overall market for such auction rate securities and the downgrade of the Credit Facility Issuer with respect to such Series 2007 Bonds. Based upon the recommendations of the Financial Advisor, due to market conditions, securities in ARS Mode with insurance by the 2007 Bond Insurer currently have an interest rate of at least four hundred ( 400) basis points higher than securities in Weekly Mode backed by a letter of credit issued by the Alternate Credit Facility Provider;

36 Based upon the advice of the Financial Advisor, the likelihood that a favorable market for ARS securities on pricing parity with Weekly Rate securities will return is unknown and uncertain. Because of the characteristics of the 2007 Bonds, prevailing and anticipated market conditions and to reduce the risks related to the obtaining and pricing bonds of this type and character, it is in the best interests of the Issuer to invest its available moneys in the 2007 Bonds pending the issuance of the Alternate Credit Facility and Liquidity Facility and public remarketing of the 2007 Bonds. APPLICATION OF PROVISIONS OF THIS RESOLUTION, THE MASTER RESOLUTION AND THE 2007 BOND RESOLUTION. Except as otherwise expressly set forth herein or in the Series 2007 Bonds, all covenants contained in this Resolution, the Master Resolution and the 2007 Bond Resolution shall be fully applicable to the 2007 Bonds. ARTICLE II MODE CHANGE SECTION MODE CHANGE. Based upon the recommendation by the Financial Advisor and its advice that the same shall be most economically advantageous to the Issuer as provided herein, the Issuer hereby determines to change in the Mode of the 2007 Bonds from ARS Mode to Weekly Mode as of April 10, SECTION RATIFICATION OF NOTICES AND OTHER ACTIONS. All actions taken by or on behalf of the Issuer in connection with the change in the Mode of the 2007 Bonds from ARS Mode to Weekly Mode, including but not limited to publication of necessary notices therefore, are hereby ratified and confirmed as the actions of the Issuer. ARTICLE III REMARKETING AGENT AND AGREEMENT The Issuer hereby appoints First Southwest Company as the Remarking Agent pursuant to the terms of the 2007 Bond Resolution and the Remarketing Agreement, and the Remarketing Agreement, substantially in the form attached hereto as Exhibit " A" between the Issuer and the Remarketing Agent is hereby approved. The Chairman or the Executive Director is hereby authorized to execute and deliver the Remarketing Agreement for and on behalf of the Issuer, subject to the changes, insertions, omissions and filling of blanks as the Chairman or the Executive Director shall approve, execution thereof to be conclusive evidence of such approval. The Secretary is hereby authorized to join

37 in the execution of the Remarketing Agreement or to attest to the signature of the Chairman or the Executive Director, and the Chairman or the Executive Director is hereby authorized to deliver the Remarketing Agreement to the other party thereto. The provisions of the 2007 Bond Resolution regarding the Remarking Agent shall remain in full force and effect unless expressly modified herein, or by supplemental resolution thereto. The fee paid to the Remarking Agent for its services under the Remarketing Agreement shall be five (5) basis points per annum. ARTICLE IV APPOINTMENT OF TENDER AGENT; APPROVAL OF TENDER AGENT AGREEMENT The Issuer hereby appoints The Bank of New York Trust Company, N. A. as the Tender Agent pursuant to the terms of Section of the 2007 Bond Resolution, and the Tender Agent Agreement, substantially in the form attached hereto as Exhibit " B" between the Issuer and the Tender Agent is hereby approved. The Chairman or the Executive Director is hereby authorized to execute and deliver the Tender Agent Agreement for and on behalf of the Issuer, subject to the changes, insertions, omissions and filling of blanks as the Chairman or the Executive Director shall approve, execution thereof to be conclusive evidence of such approval. The Secretary is hereby authorized to join in the execution of the Tender Agent Agreement or to attest to the signature of the Chairman or the Executive Director, and the Chairman or the Executive Director is hereby authorized to deliver the Tender Agent Agreement to the other party thereto. The provisions of the 2007 Bond Resolution regarding the Tender Agent shall remain in full force and effect unless expressly modified herein, or by supplemental resolution thereto. The fee paid to the Tender Agent for its services one thousand dollars ($ 1, 000) per annum. as Tender Agent shall be ARTICLE V APPROVAL OF COMMITMENTS The Issuer hereby approves terms and conditions of the Letter of Credit Commitment in the form attached hereto as Exhibit " C". The execution and delivery of the Letter of Credit Commitment for and on behalf of the Issuer is hereby ratified and confirmed. The Issuer hereby approves terms and conditions

38 of the Line of Credit Commitment in the form attached hereto as Exhibit " D". The execution and delivery of the Line of Credit Commitment for and on behalf of the Issuer is hereby ratified and confirmed. ARTICLE EXPENSES VI SECTION EXPENSES. Expenses incurred in effectuating this change in Mode, including, but not limited to: bond counsel fees, rating agency fees, disclosure counsel fees, tender agent fees, liquidity provider fees and financial adviser fees are authorized to be paid by the Issuer in the amounts show in Exhibit " E" hereto. ARTICLE VII ADDITIONAL AUTHORIZATION The Chairman, or in his absence or unavailability, the Vice -Chairman, and the Executive Director and any other officers or employees of the Issuer as may be designated by the Chairman are each hereby designated as agents of the Issuer for carrying out the transactions contemplated by this Resolution and are authorized and empowered, collectively or individually, to take all action and steps and to execute and deliver on behalf of the Issuer any and all documents, notices and instruments, and to do and cause to be done any and all acts and things necessary, advisable or proper for carrying out the transactions contemplated by this Resolution and are not inconsistent with the terms and provisions of this Resolution, the 2007 Bond Resolution or the Master Resolution. Such officers and those so designated are hereby charged with the responsibility for carrying out the transactions contemplated by this Resolution. ARTICLE VIII MISCELLANEOUS SECTION SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions, and shall in no way affect the validity of any other provisions of the Master Resolution or this Resolution or of the Outstanding Parity Bonds. SECTION RESOLUTION EFFECTIVE DATE. This Resolution is adopted and is in the best interests of the Issuer. This Resolution shall take effect immediately upon its passage in the manner provided by law.

39 PASSED AND ADOPTED THIS 9TH DAY OF APRIL, BOARD OF SUPERVISORS OF THE TOHOPEKALIGA WATER AUTHORITY ATTEST: M - Bruce R. Van Meter, Chairman 0 John E. Moody, Secretary

40 F0121, 7, OF EXHIBIT A

41 EXHIBIT FORM OF TENDER AGENT AGREEMENT B

42 EXHIBIT C LETTER OF CREDIT COMMITMENT C- 1

43 EXHIBIT D LINE OF CREDIT COMMITMENT D- 1

44 EXHIBIT E EXPENSES D- 1

45 CATEGORY: Old Business Attachment( s): Design Schematics 943 Explanation: KZF will present to the Board, a revised site plan, first floor plan and building shell plan ( building structure) incorporating the Board' s direction from the February 27, 2008 meeting. KZF will present updated plans for a 54, 000 square foot ( sf) building with a larger building footprint incorporating feedback from the February 27, 2008 Board meeting. The updated plans include a revised site plan, first floor plan and building shell plan. The building shell design and site design are on the project critical path and the design cannot progress until approved. The design and permitting of the 54, 000 sf facility are scheduled to be completed 5 to 6 months following approval of the schematic design and building shell. The projected construction period for the 54, 000 sf facility is 12 months with an early start of the site work. The second and third floor plans will be developed following approval of the building shell plan. An updated construction cost estimate provided by Balfour Beatty ( CMAR) and based on the 54, 000 sf schematic design is summarized below. Included in the summary are additional anticipated project costs. The schematic design construction cost estimate provided is not a negotiated estimate between staff and Balfour Beatty. The estimate excludes previous encumbrances for the site purchase, architectural services and CMAR preconstruction services. Construction Estimate 40, 000 sf Finished Space 12, 026, 000 * 4th Floor Shell 2, 161, 000 * Owner's Construction Contingency 250, 000 ** IT Equipment 100, 000 *** Furniture, Fixtures and Equipment 350, 000 Environmental Education & Lobby Display & Art 50, 000 Threshold Inspection 40, 000 Construction Materials Testing 40, 000 Impact Fees & Inspection Fees Project Management & Construction Support 220, 000 Additional Design for $ 14, 000 SF space increase, estimate 135, 000 Building Permit 105, 000 Water & Wastewater Impact Fees 155, 000 Transportation Fees 580, 000 TOTAL SCHEMATIC DESIGN CONSTRUCTION ESTIMATE $ 16, 212, 000 Includes a 3% CMAR contingency ( estimated by staff), phone and data equipment and wiring Contingency for changes TWA makes after execution of the Guaranteed Maximum Price Estimate not based on any data

46 Recommendation: Staff requests Board to finalize the building shell and site plan necessary to move forward with the project design. TWA Admin Bldg- KZF Revised Site Plan rfp

47 Activity D Activity Description Planned Dur Planned Start Planned Finish Resp 200$ F M A M J J A S O _ N D _ J F M A M J J- 1- A]-- S O_ N D J F M A M; Li-ii 1060 Prepare Design Concept for Site Development 20 09APR08 06MAY08 FHR AWPrepare Design Concept for Site Development 1540 Team Review & Approve Preliminary Site Concept 5 07MAY08 13MAY08 TEAM AFTearn Review & Approve Preliminary Site Concept 1070 Kissimmee DRC Review & Meeting 15 14MAY08 04JUN08 FHR zsvikissimmee DRC Review & Meeting 1080 Prepare Preliminary Site Drawings 25 14MAY08 18JUN08 FHR AMPrepare Preliminary Site Drawings 1530 Team Review & Approve Preliminary Site Drawings 5 19JUN08 25JUN08 TEAM ffteam Review & Approve Preliminary Site Drawings 1000 Prepare Final Civil Documents 25 26JUN08 31JUL08 FHR AWPrepare Final Civil Documents 1090 Kissimmee DRC Review & Meeting 15 26JUN08 17JUL08 FHR Z%Kissimmee DRC Review & Meeting 1010 Submit Site Plan for SFLWMD Review 0 01AUG08 FHR Submit Site Plan for SFLWMD Review 1020 SFLWMD Review 30 01AUG08 12SEP08 FHR AMWSFLWMD Review 1030 Revisions per SFLWMD Comments 10 15SEP08 26SEP08 FHR AFRevisions per SFLWMDComments 1040 Final Review & Permit - SFLWMD 30 29SEP08 07NOV08 FHR ANINIFFinal Review & Permit - SFLWMD 1100 Review Site / Landscape Concept Narrative 20 09APR08 06MAY08 BH Review Site / Landscape Concept Narrative 1550 Team Review & Approve Prelim Landscape Concept 5 07MAY08 13MAY08 TEAM QTeam Review & Approve Prelim Landscape Concept 1110 Kissimmee DRC Review & Meeting / Landscape 15 14MAY08 04JUN08 BH Z/Kissimmee DRC Review & Meeting / Landscape 1120 Prelim. Site Landscape / Irrigation Submittal 25 14MAY08 18JUN08 BH Z=Prelim. Site Landscape / Irrigation Submittal 1560 Team Review Prelim. L' Scape / Irrig. Submittal 5 19JUN08 25JUN08 TEAM z' Team Review Prelim... L' Scape / Irrig. Submittal 1130 Kissimmee DRC Review & Meeting - Landscape 15 26JUN08 17JUL08 BH Kissimmee DRC Review & Meeting - Landscape 1140 Prepare Final Landscape / Irrigation Drawings 25 26JUN08 31JUL08 ibh zl Prepare Final Landscape / Irrigation Drawings 1150 Submit for Site Plan Review 0 01AUG08 BH Submit for Site Plan Review F M A M' J J $ A S OTND J F M A M< 2' 2009 '' 3010 Start Date 20FEB08 Finish Date 02MAR10 Data Date 20FEB08 Run Date 03APR08 13: 16 Early Bar Progress Bar EMEW Critical Activity T01-13 Sheet 1 of 3 Balfour Beatty Construction Toho Water Authority Date Revision Checked Approved Preliminary Precon Schedule Primavera Systems, Inc.

48 1390 Conceptual Budget Verification from 50% SD' s 10 25FEB08` 07MAR08 BBC eptual Budget Verification from 50% SD' s 1160 Complete Schematic Design 30 09APR08 20MAY08 KZF 11Wcomplete Schematic Design 1270 Board Approve 50% Schematic Design 0 09APR08" TWA pard Approve 50% Schematic Design 1170 TWA Review 100% Schematic Design MAY08 04JUN08 TWA L17TWA Review 100% Schematic Design 1250 Estimate from 100% Schematic Design Documents MAY08 25JUN08 BBC Estimate from 100% Schematic Design Documents % Schematic Design Review - Bldg & Site 0 05JUN08 KZF 100% Schematic Design Review - Bldg & Site 1430 Board Approve Final 100% Schematic Design 0 05JUN08 TWA Board Approve Final 100% Schematic Design 1260 Team Review & Approve Schematic Estimate 5 26JUN08 02JUL08 TEAM 7Team Review & Approve Schematic Estimate 1190 Design Development Documents MAY08 24JUL08 KZF ARIEWDesign Development Documents 1420 Board Approve Design Development Documents 0 24JUL08 TWA Board Approve Design Development Docu 1280 Design Development Estimate 25 25JUL08 28AUG08 BBC Z= Design Development Estimate 1290 Team Review & Approve DD Estimate 10 29AUG08 12SEP08 ( TEAM zs%team Review & Approve DD Estimat Final Construction Documents 50 25JUL08 030CT08 KZF AMENEWFinal Con: 1210 Issue Final CD' s for Permit 2 060CT08 070CT08 KZF Issue Fin 1220 Initial Permit Review CT08 04NOV08 KZF Initial 1300 GMP from 100% CD' s CT08 18NOV08 BBC AMWGMF 1230 Revisions from Permit Comments 10 05NOV08 18NOV08 KZF AffRevi 1240 Final Permit Review 10 19NOV08 04DEC08 KZF Fir 1310 Receive Subcontractor Bids - GMP 0 19NOV08 BBC Recti 2008 Start Date 20FEB08 Early Bar Finish Date 02MAR10 `"' Progress Bar Data Date 20FEB08 03APR08 13: 16 Run Date Critical Activity T01-13 Balfour Beatty Construction Toho Water Authority Sheet 2 of 3 Preliminary Precon Schedule Primavera Systems, Inc.

49 Activity D Activity Description Planned Dur Planned Start Planned Finish Resp 200$ F M A M J J A S O _ N D _ J F M A M J J -1 - AIS O_ N D J F M A M; Li-ii 1320 Subcontractor Interviews & Scope Meetings 15 19NOV08 11 DEC08 BB AWSubcontractor Interviews & Scope Meetings 1410 Final Building Permit 0 04DEC08 BBC Final Building Permit 1330 Submit Final GMP to Owner 0 11 DEC08 BBC Submit Final GMP to Owner 1340 Owner Review & Approve Final GMP 10 12DEC08 29DEC08 TWA AWOwner Review & Approve Final GMP 1400 Board Approve Final GMP 0 30DEC08 TWA Board Approve Final GMP 1350 Notice to Proceed - Building Construction 0 31 DEC08 TWA Notice to Proceed - Building Construction al 1440 Issue Early Civil Package for GMP Bidding 0 01AUG08 BBC Issue Early Civil Package for GMP Bidding 1450 Early Civil GMP Bid Period 30 01AUG08 12SEP08 BBC ANWEarly Civil GMP Bid Period 1460 Receive Subcontractor Bids - Early Civil GMP 0 12SEP08 BBC Receive Subcontractor Bids - Early Civil GMP 1470 Subcontractor Interviews & Scope Meetings 10 15SEP08 26SEP08 BB AWSubcontractor Interviews & Scope Meetings 1480 Submit Final Civil GMP to Owner 0 26SEP08 BBC Submit Final Civil GMP to Owner 1490 Owner Review & Approve Final Civil GMP 17 29SEP08 21 OCT08 TWA AwOwner Review & Approve Final Civil GMP 1500 Board Approve Final Civil GMP 0 220CT08 TWA Board Approve Final, Civil GMP 1510 Notice to Proceed - Civil 0 270CT08 TWA Notice to Proceed - Civil 1520 Mobilization / Site Clearing & Grading 45 10NOV08 16JAN09 BBC AISSEMMobilization / Site Clearing & Grading 1360 Building Construction JAN09 19JAN10 BBC Building Construction 1370 Substantial Completion 0 19JAN10 BBC Substantial Completio 1380 Final Close- out / Move - in 30 20JAN10 02MAR10 BBC Final Close- out / Move- iraom Start Date 20FEB08 Finish Date 02MAR10 Data Date 20FEB08 Run Date 03APR08 13: 16 Early Bar Progress Bar Critical Activity T01-13 Sheet 3 of 3 Balfour Beatty Construction Toho Water Authority Preliminary Precon Schedule F i MI ki M' J J ` ia S O N D J F M A MIJ J ` A S 10 N D J F ` M A M J Date Revision Checked Approved Primavera Systems, Inc.