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REQUEST FOR PROPOSAL FROM FIRMS SHORTLISTED BY THE TAMPA BAY WATER BOARD OF DIRECTORS ON JUNE 15, 2009

Engineer - Procure - Construction Management (EPCM) Services

For Lithia Hydrogen Sulfide Removal Facility

Information Package

June 26, 2009

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TABLE OF CONTENTS PART 1 – GENERAL INFORMATION..............................................................................1 PART 2 – NATURE OF SERVICES ....................................................................................9 PART 3 – GENERAL REQUIREMENTS ..........................................................................15 PART 4 – PROPOSAL FORMAT AND CONTENT .........................................................18 ATTACHMENTS

A. Proposal Submittal and Checklist Form and Non-Collusion Affidavit.................................. 26 B. Proposal Ranking Score Criteria................................................................................................... 30 C. EPCM Agreement for Design Phase Services ........................................................................... 37

Exhibit A - Design Phase Scope of Work Exhibit B - Permits and Approvals Exhibit C - Preliminary Design Package Exhibit D - Responsibilities of the Owner Exhibit E - Responsibilities of the Owner’s Engineer Exhibit F - Project Schedule Exhibit G - EPCM Compensation Exhibit H - Guaranteed Maximum Price Proposal Format Exhibit I - EPCM Designated Subcontractors Exhibit J - General Terms and Conditions of the Design Phase Services Agreement Exhibit K - Supplementary Conditions Exhibit L - Insurance and Bonds Exhibit M - Open Book Criteria and Requirements Exhibit N - EPCM Agreement for Construction Phase Services

Exhibit 1 - Construction Phase Scope of Work Exhibit 2 - Design Package Exhibit 3 - Guaranteed Maximum Price Proposal Exhibit 4 - Secured Permits and Approvals Exhibit 5 - Outstanding Permits and Approvals Exhibit 6 - Responsibilities of the Owner Exhibit 7 - Responsibilities of the Owner’s Engineer Exhibit 8 - Project Schedule Exhibit 9 - EPCM Compensation Exhibit 10 - Insurance, Bonds and Guaranty Agreement Exhibit 11 - EPCM Designated Subcontractors Exhibit 12 - Construction Phase Agreement General Terms and Conditions Exhibit 13 - Supplementary Conditions Exhibit 14 - Quality Assurance and Control Exhibit 15 - Acceptance Testing Exhibit 16 - Open Book Criteria and Requirements

D. Preliminary Design Package (to become Exhibit C) ................................................................. 38 Schedule A - Preliminary Design Package Narrative Schedule B - Drawings Schedule C - Specifications and Typical Details

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Request for Proposal

PART 1. GENERAL INFORMATION PROJECT TITLE: “Engineer - Procure - Construction Management (EPCM) Services for Lithia Hydrogen Sulfide Removal Facility.” Tampa Bay Water’s assigned contract number for this project is 2009-081. SHORTLISTED EPCM FIRMS: On June 15, 2009 the Tampa Bay Water Board of Directors approved a shortlist of the five following firms as the selected candidates to receive this Request for Proposal (RFP) for providing EPCM Services for Lithia Hydrogen Sulfide Removal Facility:

• AECOM USA, Inc. with AECOM USA, Inc. as Guarantor • CDM Constructors Inc. with Camp Dresser and McKee Inc. (CDM) as

Guarantor • CH2M Hill Constructors, Inc. with CH2M Hill Companies, Ltd. as Guarantor • MWH Constructors, Inc. with MWH Constructors, Inc as Guarantor • Veolia Water North America - South, LLC with Veolia Water North America -

North America Operating Services, LLC as Guarantor PROPOSAL DELIVERY DATE AND LOCATION: Shortlisted EPCM firms must deliver seven (7) copies of their proposal to the Records Department, Tampa Bay Water, 2575 Enterprise Road, Clearwater, FL 33763-1102, on or before 3:00 pm local time, Friday, July 31, 2009 addressed to Jonathan M. Kennedy, Senior Manager, Planning and Projects Department. Indicate, “Engineer - Procure - Construction Management (EPCM) Services for Lithia Hydrogen Sulfide Removal Facility.” Submittals must include all of the items as described in this information package. EPCMs mailing proposals should allow normal mail delivery time to ensure timely receipt of their proposals. Any proposal received after the scheduled closing time for receipt of proposals will not be considered and will be returned to the EPCM unopened. Proposals that are delivered to an office other than the office identified above will not be accepted. It is the sole responsibility of the party submitting the proposal to ensure that the proposal is received at the designated location on or before the deadline. PROPOSAL PAGE LIMIT: Part 4 - Proposal Format and Content includes specified page limits for Sections 3 and 4 that the EPCM proposal is to address. Sections 1 and 2 page totals should be restricted to the requisite forms and supporting documentation without any supplemental information. The total overall page limit for Sections 3 and 4 of the proposal is 50 pages.

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The specified page limits are representative of the total pages allowed to address each section. The allocation of the pages within each section is to be at the EPCM’s discretion; however, it is the EPCM’s responsibility to make sure the total page count does not exceed the page limit for the section. The page limit does not include cover letters, dividers, and/or tab sheets (when these pages do not contain any text beyond the tab label). The tabs/dividers can include related photos and/or graphics without annotation text. Any 11” x 17” page (i.e. tables, figures, graphics, and project schedules) shall count as two pages. The font size used in the body text shall not be smaller than 10 point, and the margins shall be one (1) inch on all sides (top, bottom, right, and left). SELECTION PROCESS: EPCM teams will be ranked based on submitted information demonstrating responsiveness to the RFP in accordance with the State of Florida’s Consultants’ Competitive Negotiation Act (CCNA), Section 287.055, Florida Statutes. The selection scoring criteria included as Attachment B - EPCM Proposal Ranking Score Criteria will be used by the selection committee for evaluation and ranking of the proposals received in response to the RFP along with a separate and independent scoring of the oral presentations (if oral presentations are deemed necessary by Tampa Bay Water in its sole discretion). Tampa Bay Water will determine the ranking based solely on the scoring criteria as presented in Attachment B if there are no interviews/oral presentations. Tampa Bay Water reserves the right to seek additional/supplemental information on specific issues during the interviews/oral presentations (if needed). Otherwise, the proposals will be reviewed and scored based on the content of the document as submitted. If interviews/oral presentations are held, the scoring of the proposals will represent sixty-seven percent (67%) of the total score and the interviews/oral presentations will represent thirty-three percent (33%) of the total score. The scoring of the EPCM’s oral presentation will be respective of the subject matter requested in proposal Sections 3 and 4, as defined in Part 4 - Proposal Format and Content. The total points for the interview/oral presentation (if needed) will be 100 points with 50 points allocated for Section 3 subject matters and 50 points allocated for Section 4 subject matters. A shortlist of the top ranked EPCMs will be developed through the RFP scoring and interview/oral presentation (if needed) process. The shortlist goal anticipates ranking the top three (3) EPCMs. Tampa Bay Water reserves the right to select more or less teams depending on the responses received. NOTIFICATION OF EPCM RANKING: The tentative (pending Tampa Bay Water Board approval) shortlisted EPCMs will be notified on or before September 15, 2009; at which time the top ranked EPCM team will be invited to commence with scope and fee development based on the proposed approach and associated estimate of effort as presented in their respective proposal. The EPCM’s decision to proceed with development of the scope and fees will be voluntary as the formal negotiation of the final scope and fee cannot commence until after the Tampa Bay Water Board of Directors approval to negotiate with the top ranked firm that is tentatively scheduled for October 19, 2009. Tampa Bay Water reserves the right to terminate negotiations with the top ranked EPCM team and immediately commence negotiations with the second rank EPCM team if Tampa Bay Water deems that the top ranked EPCM team is unwilling to successfully complete

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negotiations of the scope of work and fee for the Design Phase Services Agreement by the date referenced below (Tentative Timeline for EPCM Selection). Furthermore, Tampa Bay Water reserves the right to terminate negotiations with the second ranked EPCM team and immediately commence negotiations with the third ranked EPCM team if Tampa Bay Water deems that the second ranked EPCM team is unwilling to successfully complete negotiations of the scope of work and fee for the Design Phase Services Agreement by the alternative date referenced below (Tentative Timeline for EPCM Selection). Tampa Bay Water will not be liable for costs incidental to the preparation of proposals, presentations, interviews, contract negotiations, or other expenses related to the selection process. TENTATIVE TIMELINE FOR EPCM SELECTION: Post RFP on Tampa Bay Water website June 26, 2009 Mandatory Site Visit July 8, 2009 Voluntary RFP Review Meeting July 9, 2009 Proposal Delivered to Tampa Bay Water July 31, 2009 Proposal-based scoring complete August 31, 2009 Conduct Interviews/Oral Presentations (if necessary) September 11, 2009 Shortlist Notification September 15, 2009 Obtain Board approval of Ranked EPCM Teams October 19, 2009 Negotiate Scope and Fee with top-ranked firm October 21 – November 11, 2009 Negotiate Scope and Fee with second ranked firm November 12 - December 2, 2009 (If necessary) Negotiate Scope and Fee with third ranked firm December 3 - January 5, 2010 (If necessary, with approval on Alternate Board approval date) Obtain Board approval of EPCM Design Contract December 21, 2009 Alternate Board approval of EPCM Design Contract February 15, 2010 MANDATORY SITE VISIT: A mandatory site visit will be held at the Lithia Water Treatment Plant, 5402 Lithia Pinecrest Road, Lithia, Florida, 33547 on July 8, 2009 at 9:00 am local time. As site meeting space is limited, a maximum of 2 people will be allowed to represent each EPCM team. For security control and site access, the following information must be electronically submitted via e-mail to Jerry Russell (jerrysrussell@carollo.com) by July 2, 2009: attendee’s full name; phone number; employer’s name, work address, and phone number; driver’s license number; and state of license issuance. The project manager and/or construction manager, as named in the EPCM’s Statement of Qualifications (SOQ), at a minimum, must represent the EPCM at the mandatory site visit. An EPCM not meeting this requirement shall be considered not in attendance at the mandatory site visit. A proposal submitted by an EPCM not in attendance at the mandatory site visit shall be considered non-responsive. Oral statements made at this meeting may not be relied upon. RFP REVIEW MEETING: A voluntary (non-mandatory) RFP review meeting will be held at Tampa Bay Water’s Clearwater, Florida, office on July 9, 2009, starting at 2:00 pm

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local time. Representatives of Tampa Bay Water will be present to review the RFP requirements and proposal format. Tampa Bay Water will transmit to all shortlisted EPCMs of record addenda that Tampa Bay Water considers necessary in response to questions arising at the meeting. Oral statements made at this meeting may not be relied upon. INTERVIEW DATE AND LOCATION (if necessary): Interview/oral presentations by qualified RFP respondents, if deemed necessary, will be scheduled for September 11, 2009, at Tampa Bay Water’s Clearwater, Florida, office. SITE ACCESS AND/OR EXAMINATION OF RELATED DOCUMENTS: The shortlisted EPCMs may want to visit the project site and/or review the existing record drawings files and/or other related information located at the Hillsborough County Lithia Water Treatment Plant. Upon request, a private (only one EPCM team at a time) site visit and/or record drawing viewing session will be coordinated for each shortlisted EPCM team. To schedule the private site visit and/or viewing period during regularly scheduled Hillsborough County business days between the hours of 8 a.m. and 5 p.m., the EPCM shall contact Eric Peters (epeters@carollo.com) via e-mail or at phone number (941) 371-9832. For security control, site access and review of record drawings will be granted for those team members who submit the following information electronically via e-mail to Eric Peters (epeters@carollo.com) and Jerry Russell (jerrysrussell@carollo.com) by July 8, 2009: attending EPCM team member’s full name; phone number; employer’s name, work address, and phone number; driver’s license number; and state of license issuance. Note: Reproduction facilities for the record documents are not available at the site; therefore, the EPCM team can either provide their own portable reproduction equipment or take digital photographs of the information for subsequent off-site reproduction. CONFIDENTIALITY: When submitting a proposal in response to this RFP, the EPCM acknowledges that Tampa Bay Water is a governmental entity subject to Florida Public Records Law (Chapter 119, Florida Statutes). The EPCM further acknowledges that any materials or documents provided to Tampa Bay Water may be “public records” and, as such, may be subject to disclosure to and copying by the public, unless otherwise specifically exempt by statute. Should an EPCM provide Tampa Bay Water with any materials which it believes, in good faith, contain information which would be exempt from disclosure or copying under Florida Law, the EPCM shall indicate that belief by typing or printing, in bold letters, the phrase “Proprietary Information” on the face of each affected page of the material. The EPCM shall submit to Tampa Bay Water both a complete copy of such material and a redacted copy in which the exempt information on each affected page, and only such exempt information, has been rendered unreadable. In the event the EPCM fails to submit both copies of such material, the copy submitted will be deemed public record subject to disclosure and copying regardless of any annotations to the contrary on the face of such document or any page(s) thereof. Should any person request to examine or copy any material so designated, and provided the affected EPCM has otherwise fully complied with this provision, Tampa Bay Water, in reliance on the representations of the EPCM, will produce for that person only the redacted version of the affected material.

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If the person requests to inspect or copy the complete version of the affected material, Tampa Bay Water shall notify the EPCM of the request, and the EPCM shall take whatever legal action it deems necessary to protect and preserve the confidentiality or proprietary nature of such material. However, unless a court of competent jurisdiction enters an Order prohibiting Tampa Bay Water’s release of such material within ten (10) days of Tampa Bay Water’s notice to the EPCM, Tampa Bay Water shall have the right to make such material available for inspection or copying as required by Chapter 119, Florida Statutes. Regardless of designation by the EPCM, no information or materials shall be considered to be confidential or proprietary hereunder if Tampa Bay Water determines it is required to be or may be disclosed under or pursuant to Chapter 119 or any other applicable law governing such disclosure, or it is disclosed pursuant to an order of a court of competent jurisdiction or a lawful subpoena. The EPCM agrees to hold harmless and indemnify Tampa Bay Water for all expenses, costs, damages, and penalties of any kind whatsoever which may be incurred by Tampa Bay Water as a result of Tampa Bay Water’s refusal to permit inspection or copying of such materials. If litigation is filed and the EPCM is not initially a party to such litigation, the EPCM shall intervene or consent to be joined as a defendant in such litigation. This provision states Tampa Bay Water’s sole responsibility and obligation with regard to maintaining confidentiality of any document, materials, or information submitted by the EPCM to Tampa Bay Water, and the EPCM waives any and all claims it may have against Tampa Bay Water for disclosure of documents, materials, and information submitted to Tampa Bay Water, regardless of its designation as confidential or proprietary by the EPCM. PROHIBTION OF CONTACT: The EPCM teams are prohibited from contacting Tampa Bay Water staff, the Tampa Bay Water Board Members, or Elected Officials of Member Agencies during the proposal period and selection process. REQUEST FOR CLARIFICATION: All questions about the meaning or intent of the RFP documents are to be submitted in writing, via e-mail (see e-mail addresses presented above) to Eric Peters and Jerry Russell and/or through direct mail to Carollo Engineers P.C., 401 N. Cattlemen Rd., Suite 306, Sarasota, FL, 34232, ATTN: Lithia RFP. Interpretations or clarifications considered necessary by Tampa Bay Water in response to such questions will be issued by addenda posted on the Tampa Bay Water website (www.tampabaywater.org) with notification of each addenda posting e-mailed to the designated Project Manager of each shortlisted EPCM. Questions requiring a written response received less than 10 business days prior to the date for closing of the proposal period may not be answered. Only questions answered by Addenda will be binding. Oral and other interpretations or clarifications will not be relied upon. ISSUANCE OF ADDENDA: Addenda may be issued via posting on the Tampa Bay Water website (www.tampabaywater.org) to clarify, correct, or change the RFP documents as deemed advisable by Tampa Bay Water. The shortlisted EPCM shall acknowledge the receipt of each addendum to this RFP by sending an e-mail to Jerry Russell and/or Eric Peters at Carollo Engineers (see e-mail addresses above) and by identifying the addendum number on the “Proposal Submittal and Checklist Form” along with the date of issuance. RIGHT OF REJECTION: Tampa Bay Water reserves the right to reject any or all proposals, including without limitation, nonconforming, non-responsive, or conditional proposals. Tampa Bay Water reserves the right to waive minor irregularities in any proposal,

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to reject any or all proposals in whole or part, with or without cause, and/or accept proposals that in its judgment will be in the best interest of Tampa Bay Water and its member agencies. NOTICE OF RIGHT TO PROTEST: Failure to file a protest to this Request for Proposals within the time prescribed in section 120.57(3), Florida Statutes, or failure to post the bond or other security required by law within the time allowed for filing a bond shall constitute a waiver of proceedings under chapter 120, Florida Statutes. End of RFP Part 1 - General Information

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PART 2 - NATURE OF SERVICES

INTRODUCTION: The following description of the Nature of Services for the EPCM to design, permit, procure, construct, and commission the Lithia Hydrogen Sulfide Removal Facility is nearly identical to the description provided in the Request for Qualifications (RFQ) published March 30, 2009. The principle change that has been made is relative to making the high lift pump station and chemical feed facilities necessary to pump treated water directly into Tampa Bay Water’s regional pipeline serving the existing Lithia Water Treatment Plant a confirmed part of the Lithia Hydrogen Sulfide Removal project. The Nature of Services is provided for the convenience of the EPCM in the preparation of the proposal and to represent that the project description has not effectively changed since the RFQ. GENERAL BACKGROUND INFORMATION: Tampa Bay Water is a special district of the State of Florida created by interlocal government agreement to supply wholesale water to Hillsborough, Pasco, and Pinellas Counties, and the Cities of New Port Richey, St. Petersburg, and Tampa, referred to as the “Member Governments.” Tampa Bay Water was created in 1998 for the purpose of developing, storing, and supplying water for county and municipal purposes in a manner that will give priority to reducing adverse environmental effects of excessive or improper withdrawals of water from concentrated areas (F.S. 373.1962 and 373.1963). Please visit www.tampabaywater.org for additional information. The Tampa Bay Water Board of Directors approved moving forward with procurement of EPCM Services for the Lithia Hydrogen Sulfide Removal Facility on August 18, 2008 under Agenda Item C9. Agenda Items may be found at the above listed website. The project delivery method approved by the Tampa Bay Water Board is EPCM. The project is to be separated into a Design Phase and Construction Phase. The contract documents include provisions for the EPCM selected to undertake the Design Phase and to contract for the Construction Phase subject to negotiating an acceptable Guaranteed Maximum Price (GMP) Proposal at the conclusion of the Design Phase. The Owner’s Engineer and their subcontractors will not be eligible to render services to the EPCM for this project. A Preliminary Design Package (PDP) is included as Attachment D to this RFP and defines a preliminary design of a hydrogen sulfide treatment facility to provide mandatory, as well as recommended, technical criteria and specifications that the EPCM is required to incorporate into the final design. The PDP also includes supplemental EPCM requirements for permitting, construction schedule/sequencing, start-up, commissioning, and acceptance testing, along with estimated construction costs and annual operating costs for reference during the preparation of the shortlisted EPCMs proposal. Additional project background information and description are also provided in Attachment D - Preliminary Design Package that will become Exhibit C to the EPCM Agreement for Design Phase Services. The PDP (Attachment D) will be included in the EPCM Agreement for Design Services as Part I of Exhibit C - Preliminary Design Package. Exhibit C of the EPCM Agreement for Design Services will also include key elements (e.g. Part 4 - Proposal Format and Content,

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Section 3 - Design Phase Services Approach and Project Understanding) of the selected EPCM’s Proposal as Part II along with a Part III that will represent the defined components from Parts I and II that will become the basis of design upon which the design phase scope of services will be negotiated. SUMMARY SCOPE OF SERVICES: The following list of tasks provides an overview of anticipated scope of services for the EPCM during Design and Construction Phases of the project:

• Provide EPCM Design Phase Services.

o Design Management Services represents the management and administration of the EPCM’s Design Phase Services Agreement obligations including but not limited to the following: provide all requisite insurance requirements; utilize licensed professional personnel for the type of services required to complete the Design Phase of the project, as required by applicable laws and rules of the State of Florida and Hillsborough County; development and updating a project management plan that includes design phase quality control procedures; management of subcontractors (contracts and insurance); preparation of invoices; preparation of miscellaneous submittals to the Owner and/or Owner’s Engineer; and any requests for information and/or clarifications, etc.

o Prepare Design Package to include complete engineering drawings, typical details, procurement packages, and technical specifications for the entire project including the high service pump station and associated chemical feed systems that will enable the open book bidding process required to establish the GMP proposal. The design package will be assembled by the EPCM in a manner that provides sufficient technical design information for prequalified contractors and equipment vendors to prepare competitive bids. The EPCM can self-perform work under the provision that they also meet the pre-qualification requirements and their bid was the lowest responsive bid for the competitive selection. The design package is to be completed to a level consistent with the industry standard for a design-bid-build delivery method so that if the EPCM fails to negotiate an acceptable GMP, Tampa Bay Water can directly utilize the design package to solicit a competitive bid(s) for the entire project. The EPCM design team shall include all necessary professional services to acquire the requisite technical and scientific data (i.e. survey, geotechnical, permit related, etc.) to complete the project design. The design package must include signed and sealed design documents (drawings and specifications) sufficient to obtain all required permits and approvals for construction of the Lithia Hydrogen Sulfide Removal Facility project.

o Design Compliance Review will include preparation of design information memorandums (e.g. hydraulic profile, basis of process design, life cycle cost evaluation), discipline design and milestone based workshops (e.g. civil, process, mechanical, electrical and instrumentation/control at 60%, 90%, and 100% complete), plus periodic meetings with the Owner’s Engineer to validate that the prescriptive and performance design requirements are met.

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o Project Schedule requirements will include developing a total project schedule defining key inter-project relationships along with milestone dates between the design phase and the construction phase using approved scheduling software. Monthly monitoring, updating, and reporting of the project schedule will be required to demonstrate an efficient and time conscious delivery of the project.

o Project Budget Reporting will include the EPCM’s preparation of a project budget monitoring protocol to provide monthly updates on the status of the following financial attributes of the project: updated cash flow projections for the Design Phase services and updated estimated construction costs of the project relative to the budgeted target costs along with any changes in the projected life cycle costs resulting from design decisions and/or changes.

o Permitting requirements for the EPCM will include the identification and achieve a completeness determination of all permits and approvals required to design, construct, and operate the project. Permit completeness determination includes but is not limited to the following tasks: developing a permitting schedule; generating and/or assembling associated requisite technical and scientific data/documents; application preparations and submittals; permit fees; meeting attendance; responses to Requests for Additional Information (RAIs); and development of requisite permit compliance and monitoring programs along with the redesign activities necessary to achieve permit acquisition. A detailed schedule shall be prepared for all critical path permitting activities through issuance and will include at a minimum: pre-permit data assembly, permit applications, meeting attendance with regulatory agency staff, response to RAIs, and any subsequent support activities through the issuance of Proposed Agency Action by each respective permitting agency. The Owner’s Engineer will provide assistance with coordination of meetings, review of Primary Environmental Permit Applications, and provide liaison with host member governments. All permits required to achieve approval to construct the facility will be considered critical and shall be acquired prior to the GMP development and negotiations (refer to Attachment C, Exhibit F - Project Schedule for tentative target dates).

o Constructability and Life Cycle Cost Review will be completed on the project documents at 60% and 100% completion of project design. These reviews will be coordinated with the Owner’s Engineer and the results/recommendations presented to Tampa Bay Water staff for approval.

o GMP Preparation will at the latest, commence upon the acquisition of permit completion determination and will include the costs developed through an open book bidding of all work packages for the project construction (equipment, materials, and services) with the exclusion of any sole sourced equipment as defined during the design of the project. The EPCM may choose to perform some preliminary aspects of the GMP preparation prior to the acquisition of the permits completeness determination; however, the formal bidding process will not start until the completeness determination has been established by Tampa Bay Water and the Owner’s Engineer. Tampa Bay Water requires competitive bidding and open book review for procurement of all major components of the work

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with the intent to award to the lowest responsive responsible bidders. For the components of the project the EPCM may want to self-perform, the EPCM will need to identify the scope of work intended to be self-performed and solicit subcontractor bids for that scope. The GMP will include the preparation of documents to support the sales tax exempt purchase of equipment and materials that will be selected as candidates for the Owner Direct Purchase (ODP) Program during the design under joint agreement between the EPCM and Tampa Bay Water. The GMP will also include EPCM’s overhead costs and margin for all work under the Construction Phase Services Agreement, as described in the following outline of EPCM Construction Services as well as any contingency allowances, including the owner’s allowance.

o GMP Negotiation, if successful, will result in the execution of the EPCM Agreement for the Construction Phase.

• Provide EPCM Construction Phase Services.

o Construction Management Services represents the management and administration of the EPCM’s Construction Phase contract obligations including but not limited to the following activities: provide for a Guarantor that will execute a Guaranty Agreement as provided in the Construction Phase Services Agreement; provide all requisite bonds and insurance for the construction of the project; possess the requisite license and assure that all subcontractors are also appropriately licensed and bonded for the tasks needed to complete construction phase of the project, as required by applicable laws and rules of the State of Florida and Hillsborough County; procurement and management of all equipment and construction contractors to complete the Construction Phase scope of work for the Lithia Hydrogen Sulfide Removal Facility including the high service pump station and associated chemical feed systems; monthly progress/construction meetings; development and updating a construction management plan that includes Construction Phase quality control procedures, safety programs, construction document management protocol, etc.; management of subcontractors (contracts, insurance, and bonds); preparation of payment requests and maintenance of cash flow projection; shop drawings and equipment Operations & Maintenance (O&M) Manual submittal and tracking; tracking of permit compliance; tracking of Request for Information and/or clarifications (RFIs); cooperation with Tampa Bay Water in preparation and administration of its Owner Direct Purchase (ODP) Program; preparation of record drawings; facility start-up and commissioning with operator training of a third party operations contractor through completion of acceptance testing; project close-out; and warranty administration through the warranty period.

o Project Schedule requirements will include developing a detailed project construction schedule defining construction activities of each element of the project and their inter-relationships along with milestone dates relative to project completion (i.e. Project Substantial Completion and Project Schedule

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Final Milestone, which is final project completion) and permit requirements using an approved scheduling software. Monthly monitoring, updating, and reporting of the project schedule will be required to demonstrate an efficient and time conscious delivery of the project.

o Project Budget Reporting will include the preparation of a project budget monitoring protocol to provide monthly updates on the status of the following financial attributes of the project: update cash flow projections for the Construction Phase including EPCM services and actual construction costs; maintain a comparative assessment of actual costs relative to the GMP; and provide documentation of any resultant changes in the projected life cycle costs resulting from construction related decisions and/or changes.

o Permitting requirements for the EPCM during the Construction Phase will include compliance with all permit requirements as well as the responsibility for the completion of all necessary work activities needed for the completeness determination of all permits and approvals required to construct and operate the project. Permit completeness determination includes but is not limited to the following tasks: develop a permitting compliance schedule, generating and/or assembling associated requisite technical and scientific data/documents as required for permit compliance; application preparation and submittal; permit fees; meeting attendance; responses to Requests for Additional Information (RAIs); and development of requisite permit compliance and monitoring programs along with the redesign activities necessary to achieve permit acquisition. The detailed project schedule shall include all critical path permit activities through the issuance of Proposed Agency Action by each respective permitting agency. The Owner’s Engineer will provide assistance with coordination of meetings and provide liaison with host member governments. All permits required to achieve approval to construct and operate or that a delay in final approval impacts the Project Schedule Final Milestone for the facility completion will be considered critical.

o Design Compliance Review will include periodic meetings with the Owner’s Engineer to validate that the prescriptive and performance design requirements are being provided during the Construction Phase. One objective of these meetings will be to review the EPCM’s documentation of any resultant changes in the projected life cycle costs resulting from construction related decisions and/or changes.

o Operation and Maintenance Manuals to include but not limited to the following: a complete set of equipment O&M manuals that provide the requisite components defined in the contract specifications; an O&M manual for the instrumentation and control system including a complete log of the programming and signal tagging list; a custom prepared O&M manual for the operation of the overall facility that addresses as a minimum the start-up and shut down under normal and emergency conditions; equipment summary reference sheets and maintenance schedules for all major equipment with interface references to equipment O&M; a trouble shooting section for normal and emergency conditions; and any additional elements necessary to acquire the operating permits for the facility.

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o Start-up and Commissioning of the constructed facility will include completion of the requisite start-up and commissioning activities as defined in the EPCM Agreement for Construction Phase Services. As a minimum, the activities will include the following: the completion of equipment operational check-out and start-up; operational testing of the individual systems; and the operation of the overall facility as a whole under various configurations necessary to demonstrate compliance with the acceptance test requirements and the process performance criteria defined in the final contract documents. The EPCM will provide operational commissioning services for the time period defined in the Agreement for Construction Phase Services.

o Operator Training shall be provided to the Tampa Bay Water staff and the third party contract operations provider that will be selected under a separate solicitation process by Tampa Bay Water with the assistance of the Owner’s Engineer and contracted separately from the EPCM. The operator training will include pre-start-up training that will continue through the start-up, acceptance testing, and commissioning of the plant.

o Coordination with Tampa Bay Water’s Construction Management staff and the Owner’s Engineer on-site staff regarding all applicable components of the project that interface with other agencies (i.e. Hillsborough County Utilities, TECO, etc.)

o Construction Document Management shall be implemented as defined in the construction management plan to collect and store the following data in a readily retrievable manner: correspondence, payment requests, schedule updates, test results, shop drawings, RAIs and RFIs, change requests, record drawings, and miscellaneous submittals to the Owner and Owner’s Engineer.

o Project Close Out will include activities needed to complete final completion of the Construction Phase following the notification of Substantial Completion. Close out activities will include but not be limited to the completion of all punch list items defined at the point of substantial completion, training, commissioning, final permit acquisition, and project document transfer.

o Warranty Administration will be provided by the EPCM throughout the requisite warranty period and will include activities such as: warranty request tracking, event documentation and response monitoring, direct interface with suppliers requesting and monitoring all warranty service needs and corrective activities, and providing any modification and/or updates to the project record drawings that may result from warranty activities.

End of RFP Part 2 - Nature of Services

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PART 3 - GENERAL REQUIREMENTS PREPARATION OF PROPOSAL: The proposal must follow the format set forth in Part 4 - Proposal Format and Content to assure that the following required information is included:

1. Compliance with the Pass/Fail Proposal Requirements as defined in the subsequent definitions for the BASIS FOR PROPOSAL REJECTION.

2. Completed “Proposal Submittal and Checklist Form” and “Non-Collusion Affidavit” along with the associated support documentation as defined in Part 4 - Proposal Format and Content, Section 1. The “Proposal Submittal and Checklist Form” and the “Non-Collusion Affidavit” forms are included in Attachment A. The Proposal Submittal and Checklist Form shall be submitted with the signatures of both EPCM and Guarantor signatory agents (only one signature is required if the EPCM and Guarantor are same entity and the designated signatory agent is the same individual as submitted in the SOQ). The EPCM must include copies of the submitted documentation on “evidence of authority to sign” from their SOQ or a replacement “evidence of authority to sign” for any changes in the signatory agents representing the EPCM and/or Guarantor from the submitted “SOQ Submittal and Checklist Form.” The designated signatory agent for the EPCM shall sign the Non-Collusion Affidavit.

3. Provide supplemental qualifications information (if needed) as defined in Part 4 - Proposal Format and Content, Section 2, to amend the proposed EPCM team and/or personnel assignments relative to the project organizational structure and/or experience information provided in the SOQ.

4. Provide an appropriate level of response to define the EPCM design team’s approach and project understanding for the project’s design phase as defined in Part 4 - Proposal Format and Content, Section 3 - Design Phase Services Approach and Project Understanding, with subsections: a. Statement of Project Requirements; b. Methodology to Address Permit Challenges; and c. Proposed Scope of Work for Design Phase Services.

5. Provide an estimated level of effort (table format) as defined in Part 4 - Proposal Format and Content, Section 3 - Design Phase Services Approach and Project Understanding, subsection d. Estimated Level of Effort for Design Phase Services, based on the proposed scope of work (subsection c.) with the estimated level effort defined for each task relative to a minimum of four (4) levels of employee classification (manager, engineer/scientist, technician, and clerical).

6. Provide the appropriate responses to define the EPCM construction management team’s approach and project understanding for the construction phase of the project as defined in Part 4 - Proposal Format and Content, Section 4 - Construction Phase Services Approach and Project Understanding, with subsections: a. Statement of Site Conditions and Local Construction Permit Requirements; b. Methodology to Address Construction Challenges; Quality, Budget and Schedule Control; and c. Start-up, Commissioning, and Operator Training.

7. Provide information regarding the proposed overhead and profit percentages to be used in developing prices for the Guaranteed Maximum Price (GMP), as requested

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in Part 4 - Proposal Format and Content, Section 4 - Construction Phase Services Approach and Project Understanding, subsection d. Proposed Fee Percentages.

8. The proposal shall include acknowledgment of the EPCM’s receipt of all Addenda on the “Proposal Submittal and Checklist Form.”

BASIS OF PROPOSAL REJECTION: Tampa Bay Water reserves the right to reject any or all proposals, including without limitation, nonconforming, non-responsive, or conditional proposals. Any of the following may serve as basis for proposal rejection:

1. Failure to meet the Pass/Fail Proposal Requirements. The proposal must

include the following items to receive a pass rating that will qualify the document for review and scoring by the selection committee. The absence of any item will constitute grounds for immediate rejection of the proposal and it will not be scored. • The “Evidence of Authority to Sign” documents authorizing the signatory agents

of the EPCM and the Guarantor that have signed the Proposal Submittal and Checklist Form.

• A completed and signed Non-Collusion Affidavit. • A completed and signed “Proposal Submittal and Checklist Form”.

2. Absence of a designated representative of the EPCM at the mandatory site visit. 3. Submittal of a proposal that does not conform to the page limit requirements of Part

4 - Proposal Format and Content that includes specified page limits for each section. 4. Submittal of a proposal that does not conform to the requirements of Part 4 -

Proposal Format and Content, which includes the requirement to organize the proposal following the section order with tabbed separations and addressing all the information requested in each section.

5. Omission of the proposed Estimated Level of Effort for the Design Phase Services as requested in Part 4 - Proposal Format and Content, Section 3d.

6. Omission of the proposed overhead and profit percentages for the Construction Phase Services as requested in Part 4 - Proposal Format and Content, Section 4d.

7. Unauthorized contact with members of the Selection Committee, other Tampa Bay Water staff, the Tampa Bay Water Board Members, or Elected Officials of Member Agencies during the selection process. All contact regarding this project shall be in accordance with Part 1 - General Requirements, RFP Review Meeting and/or Mandatory Site Visit and/or Site Access Examination of Related Documents and/or Request for Clarification.

8. Tampa Bay Water reserves the right to reject any or all proposals without limitation and reserves the right to cite additional criteria for rejection by addenda, if needed.

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The following checklist has been provided in the Proposal Submittal and Checklist Form to assist the EPCM in the completion of the Proposal and in the assembly of the documentation needed to avoid proposal rejection:

Checklist for Proposal Compliance Proposal Sections Compliance/

Acknowledge (Initials)

1. Completed “Proposal Submittal & Checklist Form” and “Non-Collusion Affidavit”

• Completed and signed “Proposal Submittal and Checklist Form” • Completed and signed “Non-Collusion Affidavit” • Copies of “evidence of authority to sign” from SOQ • Replacement “evidence of authority to sign” (if needed) • Acknowledgement of receipt of addenda on proposal form • Acknowledge w/ Initials the entire Checklist for Proposal

Compliance

2. Supplemental Qualifications for Team and/or Personnel Substitutions • Updated Personnel and/or Team Organization Charts (if

needed)

• Updated SOQ Submittal and Checklist Form (if needed) • Updated Sections 6 and 7 - SF 330 Sections E and F (if needed)

3. Design Phase Services Approach and Project Understanding a. Statement of Project Requirements b. Methodology to Address Permit Challenges c. Proposed Scope of Work for Design Phase Services d. Estimated Level of Effort for Design Phase Services

4. Construction Phase Services Approach and Project Understanding a. Statement of Site Conditions and Local Construction Permit Reqm’ts b. Methodology to Address Construction Challenges, Quality, Budget

and Schedule Control

c. Start-up, Commissioning, and Operator Training d. Fee Percentages

End of RFP Part 3 - General Requirements

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PART 4 - PROPOSAL FORMAT AND CONTENT Proposals must, at a minimum, clearly and concisely address the Pass/Fail Proposal Requirements and the five (5) following sections and associated subsections in the order of their presentation and shall be sectioned with tabbed separation sheets, labeled with the section/subsection number/letter and title. This proposal organizational structure will provide the reviewers with a consistent presentation of the EPCM responses and will aid in the review committee’s ability to access the information needed to complete their scoring of the proposals. The shortlisted EPCMs are encouraged to keep the proposal brief and to the point, and stay within the defined page limits, but be sufficiently detailed to allow evaluation of their response in each proposal section. The proposer should prepare the proposal with the knowledge that key elements (e.g., Section 3) of the document will be included in the EPCM Agreement for Design Phase Services as Part II of Exhibit C - Preliminary Design Package. Pass/Fail Proposal Requirements (Pass/Fail) The proposal must include the following items to receive a pass rating that will qualify the document for review and scoring by the selection committee. The absence of any item will constitute grounds for immediate rejection of the proposal and it will not be scored.

• The proposal includes the “Evidence of Authority to Sign” documents authorizing the signatory agents of the EPCM and the Guarantor that have signed the Proposal Submittal and Checklist Form.

• The proposal includes a completed and signed Non-Collusion Affidavit. • The proposal includes a completed and signed “Proposal Submittal and Checklist

Form”. Section 1 - “Proposal Submittal and Checklist Form” and “Non-Collusion Affidavit” (Page limit to include the forms and required supporting documents without supplemental information) The EPCM shall complete the “Proposal Submittal and Checklist Form” and the “Non-Collusion Affidavit”, as included in Attachment A. All questions and blanks on the Proposal Submittal and Checklist Form shall be completed (by printing in ink or by typewriter). The Proposal Submittal and Checklist Form shall be completed with the requested information provided exclusively by the EPCM and its team members along with the signature of designated agents representing the EPCM, as defined in the “SOQ Submittal and Checklist Form” submitted with the shortlisted EPCM’s SOQ. The Proposal Submittal and Checklist Form must also be signed by the designated representative of the project Guarantor, also as defined in the EPCM’s SOQ, that will execute a Guaranty Agreement as provided in the Agreement for Construction Phase Services. The EPCM must include copies of the submitted documentation on “Evidence of Authority to Sign” for the EPCM and the Guarantor from their SOQ or a replacement “Evidence of Authority to Sign” for any changes in the signatory agents representing the EPCM and/or Guarantor from the submitted “SOQ Submittal and Checklist Form.” The designated signatory agent for the EPCM shall sign the Non-Collusion Affidavit.

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The checklist that is included in the Proposal Submittal and Checklist Form must be completed with the initials of the individual who was responsible for the assessment of criterion compliance. The Proposal form also includes line item descriptions of the following commitments and/or confirmations that the EPCM and Guarantor signature will formally acknowledge as being true and/or acceptable without reference of a request for change and/or exception and/or exclusion:

• Commitment that Guarantor and/or Lead EPCM Entities are same as presented in the shortlisted EPCM’s SOQ.

• Confirmation that the Signatory Agents are same as presented in the shortlisted EPCM’s SOQ (Note: if different than SOQ, EPCM must provide explanation along with supplemental “Evidence of Authority to Sign” for new signatory agents).

• Provide copies of original “Evidence of Authority to Sign” or replacement “Evidence of Authority to Sign” if any signatory agent is different than in the SOQ.

• Commitment that the EPCM is willing to execute the final EPCM Agreements for Design and Construction Services.

• Statement of no change in Bonding or Insurance Certifications. • Statement of no changes in Surety Certification. • Commitment to provide a completed Non-Collusion Affidavit signed by the

designated signatory agent of the EPCM. • Acknowledgment of receiving all Addenda, the numbers of which shall be filled

in on the appropriate line. • Acknowledgement that there are no additional conflicts of interest that have

occurred since the submittal of the original Statement of Qualifications on April 27, 2009.

The RFP includes a final version of the EPCM Agreement for Design Phase Services with design phase exhibits including the EPCM Agreement for Construction Phase Services along with associated construction phase exhibits. These Design and Construction Phase Contract Documents will be the basis for agreement between Tampa Bay Water and the EPCM. Each shortlisted EPCM should thoroughly and carefully review these documents and provide a signature by the EPCM’s designated signatory agent on the appropriate line on the Proposal Form that will signify that the EPCM will execute the Design and Construction Phase Agreements. Section 2 - Supplemental Qualifications for Team and/or Personnel Substitutions (Page limit to include the forms and required supporting documents without supplemental information) The intent of this section is to allow the shortlisted EPCM to add and/or substitute a non-lead team entity and/or designate a different person as a key individual in the team personnel hierarchy (including signatory agents). NOTE: The RFQ clearly states that the designated lead EPCM entity and the designated lead entities for the design and construction phase services and/or the Guarantor (if different than the lead EPCM entity) cannot change

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between the SOQ and proposal. The shortlisted EPCM is required to provide the following supplemental qualifications information if, during the period between the SOQ submittal and the proposal submittal dates, the EPCM has a minor substitution and/or addition of a team member or specific key project personnel:

• Updated Personnel Organization Chart • Updated Team Organizational Chart • Updated “SOQ Submittal and Checklist Form” with evidence of authority to

sign for any signatory changes that are different from the original SOQ (if needed)

• Updated Section 6 - Team Qualifications (SF 330 Section E) • Updated Section 7 - Relevant Project Experience (SF 330 Section F)

Section 3 - Design Phase Services Approach and Project Understanding (30* page limit) The EPCM should demonstrate their knowledge of the overall project and project requirements and needs, including, but not limited to: the existing Lithia WTP; the existing process and hydraulic profile; the proposed PDP; and the proposed operational interface between the existing and new hydrogen sulfide removal facility. Demonstration of the EPCM’s knowledge shall be presented in their narrative responses to the following four subsections: *The total overall page limit for this section is 30 pages. Any 11” x 17” page [e.g., tables, figures, graphics, critical path method (CPM) project schedules] shall count as two pages.

a. Statement of Project Requirements

The EPCM shall provide general responses in narrative form to the following listed subjects of interest and areas, requiring specific detailed responses relative to the EPCM’s understanding of the project requirements and proposed approach: - Provide comments, in the opinion of the EPCM, regarding the PDP specifically

addressing qualitative aspects of constructability, costs, and other pertinent significant issues.

- Define key project challenges to the design phase of the project and the EPCM’s approach to mitigate or avoid these challenges. In addition to the approach to mitigate, the EPCM may identify any unique approaches or strengths the EPCM team may have relative to this project.

- Define any proposed enhancements, additions, modifications, and/or alternative design to the PDP to more innovatively and cost-effectively accomplish the project objectives (Revision to Process Design <Basis of Design> and/or Site Plan and/or Hydraulic Profile and/or Process Design and/or Architectural Theme, along with rationale for enhancement and comparative lifecycle cost assessment to the PDP). The design shall be described in narrative form and specifically provide commentary on the proposed ways to improve functionality, flexibility, maintainability, and operations features of the proposed alternative design approach. Provide examples

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where the alternative approach has been successfully utilized on similar size, type, and complexity projects.

- Discuss the EPCM’s approach for addressing critical tie-in activities that will impact existing operation of the Lithia Water Treatment Plant.

- Present a proposed project management approach and/or strategy to address bonus and liquidated damages requirements associated with Design Phase Services (Note: the Project Target Final Milestone date is to be established during the negotiations relative to the critical project timeline that will include the potential late delivery durations (based on historical response times of the review agencies) for primary environmental permit review, arbitration, and approval).

- General approach to communicating/working with the owner and owner’s engineer during the design phase of the project in an EPCM delivery effort with emphasis on developing a GMP using the required Open Book Criteria.

- Demonstrate the EPCM’s ingenuity through design concepts, construction materials, and methods to achieve the most efficient, long lasting, and effective hydrogen sulfide removal facility.

- The EPCM shall include a proposed summary level schedule for the design phase of the project that reflects the EPCM’s methodology for effectively managing and executing the work in the optimum time. The EPCM should indicate their procedures for scheduling and compliance controls to meet key project milestone dates along with the identification of all assumptions used in the development of the schedule and any other potentially driving factors affecting the schedule. The EPCM may provide example representative projects to supplement the summary level schedule and discuss the challenges between the planned and actual schedule. The proposed summary level design phase schedule should acknowledge the key project milestone dates presented in the Preliminary Design Package Narrative (Schedule A of Attachment D) but not be a replication of the detailed example design phase schedule provided in Exhibit F. The EPCM shall use their preferred scheduling software to present a CPM Gantt style summary level schedule.

- Present an approach to cost and schedule trending during Design Phase Services (how the EPCM plans to maintain quality that complies with the PDP while controlling costs and schedule creep). The EPCM may provide example projects of similar size and complexity where their approach has been successful.

- Approach to GMP Development and Open Book Bidding • Proposed methodology for Subcontractor and Supplier Prequalification • Approach to compete for areas of EPCM’s qualified interest for Self-

Performance • Approach for overall GMP development, including expected line items to be

used.

b. Methodology to Address Permit Challenges

The EPCM shall provide general responses in narrative form to the following listed subjects of interest and areas requiring specific detailed responses relative to the EPCM’s understanding of the project permitting challenges and their proposed approach to mitigate the challenges:

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- Provide comments, in the opinion of the EPCM, regarding the permitting schedule provided in the PDP Narrative (Schedule A of Attachment D) specifically addressing the general sequence of permit requirements and the significance of the risks associated with acquiring the permits relative to the bonus and liquidated damages for the design phase.

- Present a schedule and approach that provides the critical permits for the project in a timeline for completion of the design phase services with the project milestone dates discussed in the PDP Narrative.

- Define any supplemental permit challenges to the design phase of the project or strategies to avoid some of the permit challenges along with the EPCM’s approach to mitigate the challenges that cannot be avoided. In addition to the approach to mitigate the permitting challenges, the EPCM should identify any unique approaches or strengths the EPCM team may have relative to this project.

- Identify any additions and/or deletions from Preliminary Permit Matrix provided in Exhibit B - Permits and Approvals of the EPCM Agreement for Design Phase Services.

- Outline a Proposed Permit and Approval Management and Acquisition Plan that would form the basis from which the scope of work tasks for permitting will be developed.

- Present a proposed Mitigation Plan for risks of permit related schedule delays (with examples of how Permit Lead and EPCM team have successfully delivered similar complex projects in Florida).

c. Proposed Scope of Work for Design Phase Services

The EPCM shall prepare a Scope of Work for the Design Phase Services that includes detailed descriptions of the tasks, duties, objectives, work products, and deliverables required to implement the scope of work for the planning, detailed design, permitting, and GMP development for the Lithia Hydrogen Sulfide Removal Facility as defined in the PDP. - As a minimum, the following key elements need to be included in the proposed

scope of work: • Monthly Project Progress Meetings • Site Surveying and Geotechnical Investigations • Biological and Permit Related Investigation Requirements • Any Specialty Subconsultant requirements (as required by the EPCM) • All requisite design activities relative to the project components along with a

breakdown of the associated engineering disciplines required to complete the design of each component (i.e., civil, structural, mechanical, architectural, electrical, and instrumentation that includes site security monitoring and SCADA interfaces with Tampa Bay Water and Hillsborough County Utilities).

• Design Interface Requirements with Owner (Tampa Bay Water and Owner’s Engineer)

• Design Interface with Hillsborough County • Design Review Workshops

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• Constructability Reviews • QA/QC Activities

- Provide a brief narrative description of the project based on the EPCM’s proposed scope of work including any issues that will require special consideration regarding the project design phase services.

d. Estimated Level of Effort for Design Phase Services

The EPCM shall provide a staffing hours table that indicates the personnel proposed for the work required during the Design Phase Services, the specific task to be performed, and the number of hours projected for each person proposed to accomplish the work required. The primary purpose of this information is to provide Tampa Bay Water with an expectation of the level of effort required to accomplish the design phase. It will also be used as a starting point for negotiations. Accordingly, the shortlisted EPCMs should approach this part of the proposal as a measure of their team’s understanding of the project, the local conditions, permitting requirements, and what it will take to perform this phase of the project and achieve early delivery milestone dates for GMP development and Construction Phase commencement. The estimated level of effort for Design Phase Services shall be based on the proposed scope of work (as defined above in subsection c.) with the estimated level of effort defined for each task relative to a minimum of four (4) levels of employee classification (manager, engineer/scientist, technician, and clerical). The estimate should include all labor efforts associated with the design phase services. The estimate of effort should not attempt to address direct costs that will be potentially required (e.g., geotechnical explorations and/or other equipment dependent tasks) as these will be defined during the scope development and negotiations.

Section 4 - Construction Phase Services Approach and Project Understanding (20* page limit) The EPCM shall provide a narrative description of their understanding of the scope of the Construction Phase Services of the Lithia Hydrogen Sulfide Removal Facility along with an approach for managing, performing, and administering the project relative to the following topics of specific interest: *The total overall page limit for this section is 20 pages. Any 11” x 17” page (e.g., tables, figures, graphics, CPM project schedules) shall count as two pages.

a. Statement of Site Conditions and Local Construction Permit Requirements

The EPCM should demonstrate their knowledge of the project site and describe how it proposes to manage the construction activities relative to the following subject areas: - Construction within the constrained area of the proposed site, with a single point of

access through an operating water treatment plant that is not operated by Tampa Bay

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Water. Items of concern that should be specifically addressed are employee access, parking, material delivery, and storage plans.

- The EPCM should discuss any known or potential issues or concerns regarding local codes, ordinances, and/or construction related permitting requirements. The discussion should also address the inter-relationships between construction management tasks relative to the project permit requirements along with any perceived challenges relative to the site conditions.

- Present a proposed outline for a Response Plan (emergency and safety). - General approach to coordinating construction activities that have interface

requirements with an operating water treatment and pumping facility. Provide examples of previous successful approaches for similar size and complexity projects.

- Define the EPCM’s plan for tracking and managing the permit compliance requirements for the project.

b. Methodology to Address Construction Challenges, Quality, Budget and Schedule

Control The EPCM shall present their general approach to construction management that reflects the EPCM’s experience and practical application in the construction of water treatment facilities of similar size and complexity relative to the following areas of interest: - The EPCM shall include a proposed summary level schedule for the construction

phase of the project that reflects the EPCM’s methodology for effectively managing and executing the work. The EPCM should indicate their procedures for scheduling and compliance controls to meet key project milestone dates along with the identification of all assumptions used in the development of the schedule and any other potentially driving factors affecting the schedule. The proposed summary level construction phase schedule should acknowledge the key project milestone dates presented in the Preliminary Design Package Narrative (Schedule A of Attachment D) but not be a replication of the detailed example construction phase schedule provided in Exhibit 8 -Project Schedule.

- Present and discuss the construction techniques and types of materials to be used that will create optimum value in meeting the PDP requirements and the project budget.

- Present their opinion on how the project construction should be divided into distinct packages that will be compatible with the Open Book Criteria bidding objectives and discuss the interrelationship of all parties and processes relative to any potential interest in self-performance of portions of the work.

- Discuss their intended approach for equipment and materials procurement using Tampa Bay Water’s Owner Direct Purchase (ODP) process, including the requisite documentation and record keeping of the service.

- Describe the EPCM’s approach to tie in the new facilities with the existing Lithia Water Treatment Plant and the mitigation strategies to minimize impact on the operation of the existing facilities.

- Identify and address any envisioned equipment coordination challenges. - Describe systems used for planning, scheduling, estimating, and managing

construction.

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- Define the EPCM’s team experience and approach regarding quality assurance and control, dispute resolution, and safety management for a project of this size and complexity.

- Discuss how project expenditures will be reported in relation to the line items within the GMP.

c. Start-up, Commissioning, and Operator Training

The EPCM shall provide in narrative form, general responses to the following listed subjects of interest relative to the EPCM’s understanding of the Start-up, Commissioning, and Operator training requirements defined in the PDP for the Lithia Hydrogen Sulfide Removal Facility: - Present the EPCM’s general approach to start-up, commissioning, and operator

training on a project of similar size and complexity. - Provide a general outline of the intended activities and coordination requirements of

all involved parties (i.e., subcontractors, equipment suppliers, equipment O&M Manuals, Tampa Bay Water, Hillsborough County, the Owner’s Engineer, permitting agencies, and anyone else deemed necessary in the opinion of the EPCM) leading up to the Substantial Completion and subsequent Acceptance Testing.

- Provide a description of the key tasks the EPCM plans to include in the start-up and commissioning activities to train the Tampa Bay Water staff and/or a third party contract operations staff consistent with the specifications and design criteria included in the PDP.

d. Proposed Fee Percentages

The selected EPCM’s compensation for the construction phase will be based on a percentage fee added to the total cost of work. This fee percentage is deemed to be inclusive of the EPCM’s overhead and profit as defined in Exhibit 12 - General Terms and Conditions for the Construction Phase Services Agreement, Paragraph 10.01.A. Tampa Bay Water will base the EPCM’s compensation for the Construction Phase on this submitted percentage, subject to finalization during negotiations. The EPCM should discuss the rationale for the proposed fee percentages and provide sufficient detail to support the proposed percentages. The EPCM should provide references to fee percentages that were used on projects of similar size and complexity along with the pros and cons of the best and worst of their collective history as it relates to the fee percentages and their ability to manage risk. The EPCM shall propose the percentage fees for the following conditions: - Proposed % of total cost of work for project overhead to be included in the GMP. - Proposed % of total cost of work for project profit to be included in the GMP.

End of RFP Part 4 - Proposal Format and Content

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Attachment A

“Proposal Submittal and Checklist Form” and “Non-Collusion Affidavit”

2575 Enterprise Road, Clearwater, FL 33763-1102 Phone: 727.796.2355 / Fax: 727.791.2388 www.tampabaywater.org Legal/Official Company Name of EPCM: Designated Signatory Agent for EPCM: Legal/Official Company Name of Guarantor: Designated Signatory Agent for Guarantor: In submitting this signed Proposal Submittal and Checklist Form the EPCM and Guarantor represents to have reviewed, and accepts the responsibility for having done so, the following statements and acknowledges acceptance of the statements without reference of a request for change and/or exception and/or exclusion: a. EPCM has examined and carefully studied the RFP documents, and other related data identified in the RFP documents and the addenda (to be listed below on designated lines for acknowledgement of receipt) and accepts that they are sufficient to indicate and convey understanding of all terms and conditions for the performance of the work for which this proposal is submitted. b. The proposed project manger and/or construction manager, as defined in the EPCM SOQ participated in the mandatory site visit. c. EPCM has provided notice of all conflicts, errors, ambiguities, or discrepancies that have been discovered in the RFP documents, and the written resolutions thereof by Tampa Bay Water are acceptable to the EPCM and/or Guarantor. d. EPCM has examined and carefully studied the EPCM Agreement for Design Phase Services and the design phase Exhibits including the EPCM Agreement for Construction Phase Services along with the associated construction phase Exhibits and will execute these agreements, upon selection and successful negotiation of the scope and fees for the Design Phase Services. Tampa Bay Water reserves the right to consider and agree, in its sole and absolute discretion, to requested changes in these EPCM Agreements which it considers to be minor, technical, clarifying or in the best interest of Tampa Bay Water. e. Confirms that the Guarantor and/or EPCM lead entities are the same as those identified in the SOQ. f. Confirms that the designated signatory agents are the same as those identified in the SOQ and if not a supplemental “Evidence of Authority to Sign” as been provided along with an explanation. g. Confirms that the Surety and Professional Liability insurance certification submitted in the SOQ is still valid for the EPCM team submitting the proposal.

Proposal Submittal and Checklist Form

h. Acknowledges the receipt of the addenda by listing the addenda number and date published on the following lines: i. Acknowledges that there are no additional conflicts of interest that have occurred since the submittal of the Statement of Qualifications on April 27, 2009. j. Acknowledges that the proposal includes all requisite elements to respond to the RFP documents by signing the initials of the EPCM signatory agent on the following checklist.

Checklist for Proposal Compliance Proposal Sections Compliance/

Acknowledge (Initials)

1. Completed “Proposal Submittal & Checklist Form” and “Non-Collusion Affidavit”

• Completed and signed “Proposal Submittal and Checklist Form” • Completed and signed “Non-Collusion Affidavit” • Copies of “evidence of authority to sign” from SOQ • Replacement “evidence of authority to sign” (if needed) • Acknowledgement of receipt of addenda on proposal form • Acknowledge w/ Initials the entire Checklist for Proposal

Compliance

2. Supplemental Qualifications for Team and/or Personnel Substitutions • Updated Personnel and/or Team Organization Charts (if needed) • Updated SOQ Submittal and Checklist Form (if needed) • Updated Sections 6 and 7 - SF 330 Sections E and F (if needed)

3. Design Phase Services Approach and Project Understanding a. Statement of Project Requirements b. Methodology to Address Permit Challenges c. Proposed Scope of Work for Design Phase Services d. Estimated Level of Effort for Design Phase Services

4. Construction Phase Services Approach and Project Understanding a. Statement of Site Conditions and Local Construction Permit

Requirements

b. Methodology to Address Construction Challenges, Quality, Budget and Schedule Control

c. Start-up, Commissioning, and Operator Training d. Fee Percentages

Submitted By (EPCM Signatory Agent): Designated Guarantor Signatory Agent: Date:

Non-Collusion Affidavit of EPCM and Subcontractors

Non-Collusion Affidavit of (Name of EPCM or Subcontractor)

State of____________________) County of__________________)

, being first duly sworn, deposes and says that: (Name of Affiant)

(1) He/She is of , herein

(Position) (Name of Company) referred to as the EPCM/Subcontractor;

(2) He/She is fully informed respecting the preparation and contents of the Proposal/Bid and all pertinent circumstances respecting the Proposal/Bid that has been submitted by the EPCM/Subcontractor to Tampa Bay Water/EPCM on for

(Date) certain work in connection with the Lithia Hydrogen Sulfide Treatment Facility under proposed Contract Number 2009-081;

(3) A copy of EPCM’s/Subcontractor’s Proposal/Bid is attached hereto; (4) EPCM’s/Subcontractor’s Proposal/Bid is genuine and is not a collusive or

sham Proposal/Bid; (5) Neither the EPCM/Subcontractor nor any of its officers, partners, owners,

agents, representatives, employees, or parties in interest, including this Affiant, has in any way colluded, conspired, connived or agreed, directly or indirectly, with any other Proposer/Bidder, with the EPCM, or with any firm or person to submit a collusive or sham Proposal/Bid in connection with proposed Contract Number 2009-081, or has in any manner, directly or indirectly, sought an unlawful agreement of connivance with any other Proposer/Bidder, the EPCM, or any firm or person to fix the price or prices in said EPCM’s/Subcontractor’s Proposal/Bid or secure through collusion, conspiracy, connivance or unlawful agreement any advantage against Tampa Bay Water or any person in the proposed Contract Number 2009-081; and

(6) The price or prices quoted in the EPCM’s/Subcontractor’s Proposal/Bid are not tainted by any collusion, conspiracy, connivance or unlawful agreement on the part of the EPCM/Subcontractor or any of its agents, representatives, owners, employees, or parties in interest, including this Affiant. ________________________________ _________________________ Authorized Signature Date ________________________________ Title

Sworn to and subscribed before me this ________ day of ____________, 20____ ___________________________________ Personally known______________________ Notary Public – State of _______________ OR Produced Identification ______________ My Commission Expires_______________ _____________________________________ (Type of Identification)

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Attachment B

Proposal Ranking Score Criteria

2575 Enterprise Road, Clearwater, FL 33763-1102 Phone: 727.796.2355 / Fax: 727.791.2388 www.tampabaywater.org These ranking criteria have been tailored to evaluate the Proposals for EPCM Services to design and construct the Lithia Hydrogen Sulfide Removal Facility. Scoring will be completed by each selection committee member and returned to the project coordinator. The coordinator will total the scores for each criterion (1 thru 3), and the aggregate sum of the three criteria categories will determine the overall ranking for each firm.

Pass/Fail Proposal Requirements (Pass/Fail)

The proposal must include the following items to receive a pass rating that will qualify the document for review and scoring by the selection committee using the scoring criteria categories (1 thru 3) as presented below. The absence of any item will constitute grounds for immediate rejection of the proposal and it will not be scored.

• The proposal includes the “Evidence of Authority to Sign” documents authorizing the signatory agents of the EPCM and the Guarantor that have signed the Proposal Submittal and Checklist Form.

• The proposal includes a completed and signed Non-Collusion Affidavit. • The proposal includes a completed and signed “Proposal Submittal and Checklist

Form”. 1 - Proposal Submittal and Checklist Form Completion and Proposal/Document Quality (10 points) The proposal shall include a completed “Proposal Submittal and Checklist Form” that has been signed by the appropriate signatory agents of the EPCM and the Guarantor. The proposals will be evaluated based on the ease with which the requested information has been presented and can be extracted by the selection committee for purposes of evaluation respective of the four sections defined in the Request for Proposal (RFP) Part 4 - Proposal Format and Content.

Possible Score Criteria

1 - 3 Forms have some blank spaces or an irregularity in completion and/or the proposal is poorly organized, not clear or concise and/or the EPCM has made substitutions that reduced the team qualifications.

4 - 7 Forms are complete with minor irregularities and the proposal is well organized but not clear and concise.

8 -10 Forms are complete without irregularities and the proposal is well organized with clear and concise presentation.

Proposal Ranking Score Criteria

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2 - Design Phase Services Approach and Project Understanding (50 points total) The four following criteria represent the selection committee’s evaluation of the EPCM’s proposal relative to the Design Phase Services for the Lithia Hydrogen Sulfide Removal Facility as defined in the following subsections to Part 4 - Section 3 of the RFP: a) Knowledge and understanding of the project requirements; b) Overall approach and methodology to address the permitting challenges; c) Completeness of the proposed scope of work; and d) Estimated level of effort for the design phase services. 2 a. – Knowledge and Understanding of the Project Requirements (5 points)

The points for this criterion shall be awarded based on the EPCM’s presentation and discussion regarding their knowledge and understanding of the project requirements including but not limited to: design issues and constraints, schedule, costs, coordination, and environmental regulations.

Possible Score Criteria

1 – 2 The EPCM has omitted some key topic areas and/or

inadequately addressed several of the key topic areas.

3 – 4 The EPCM has addressed all key topic areas with some outstanding responses but have inadequately addressed some of the key topic areas.

5 The EPCM has addressed all key topic areas adequately with several outstanding responses.

2 b. – Overall Approach and Methodology to Address Permit Challenges (10 points)

The points for this criterion shall be awarded based on the EPCM’s presentation and discussion regarding methodology to address permit challenges for the project including but not limited to: knowledge of requirements, schedule, permitting team, permitting strategy, and a strategy for schedule corrections.

Possible Score Criteria

1 – 3 The EPCM has omitted some key topic areas and/or

inadequately addressed several of the key topic areas.

4 – 8 The EPCM has addressed all key topic areas with some outstanding responses but have inadequately addressed some of the key topic areas.

9 - 10 The EPCM has addressed all key topic areas adequately with several outstanding responses.

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2 c. – Completeness of Proposed Scope of Work for Design Phase Services (10 points)

The points for this criterion shall be awarded based on the EPCM’s presentation and discussion regarding completeness of the proposed scope of work for the design phase services, including: a complete detailed list of prioritized tasks, specific tasks for quality assurance and control along with the delineation of all specialty subconsultants.

Possible Score Criteria

1 – 3 The EPCM has omitted some key topic areas and/or inadequately addressed several of the key topic areas.

4 – 8 The EPCM has addressed all key topic areas with some outstanding attributes/details/ideas presented in the scope, but have inadequately addressed some of the key topic areas.

9 - 10 The EPCM has addressed all key topic areas adequately with several outstanding attributes/details/ideas presented in the scope.

2 d. – Estimated Level of Effort for Design Phase Services (15 points)

The EPCM’s presentation and discussion shall include the estimated level of effort for the design phase services: The points for this criterion shall be awarded based on the organization, prioritization and appropriate assignments of deliverables and staffing.

Possible Score Criteria 1 – 5 The EPCM has omitted some key topic areas and/or

inadequately addressed several of the key topic areas.

6 – 10 The EPCM has addressed all key topic areas with some outstanding responses but have inadequately addressed some of the key topic areas.

11 - 15 The EPCM has addressed all key topic areas adequately with several outstanding responses.

2 e. - Innovative and Cost Effective Alternative to the PDP (10 points)

The points for this criterion shall be awarded based on the EPCM’s presentation and justification details regarding the development of a proposed design modifications and/or alternative design approach that result in design improvements (i.e. flexibility, operability, reliability) with an estimated raw construction cost equal to or less than

Page 4

the estimated PDP raw construction costs and a lower aggregate 30-year operation and maintenance costs in comparison to the estimated PDP costs presented in Attachment D, Schedule A - PDP Narrative. The EPCM must provide the estimated operating costs for their proposed modified/alternative design using the same operating cost estimating format and all of the operating cost estimating assumptions (i.e. unit costs, O&M percentages of equipment costs, refurbish and replacement time periods and etc.) used to develop the estimated PDP operating cost estimates that will be used as the baseline for comparison.

Possible Score Criteria 0 Estimated raw construction costs for the proposed

modification/alternative are greater than estimated PDP raw construction costs.

5 Estimated raw construction costs are equal to or less than PDP raw construction costs and the EPCM has provided aggregate 30-year operational costs (with supporting rationale, support documentation and references) that are 4% less than the estimated PDP operating costs.

10 Estimated raw construction costs are equal to or less than PDP raw construction costs and the EPCM have provided aggregate 30-year operational costs (with supporting rationale, support documentation and references) that are 8% less than the estimated PDP operating costs..

3 - Construction Phase Approach and Project Understanding (40 points total) The four following criteria represent the selection committee’s evaluation of the EPCM’s proposal relative to the Construction Phase Services for the Lithia Hydrogen Sulfide Removal Facility as defined in the following subsections to Part 4 - Section 4 of the RFP: a) Knowledge and understanding of site conditions and local construction permit requirements; b) Overall approach and methodology to address construction challenges, quality, budget and schedule control; c) Approach for start-up, commissioning, and operator training; and d) Proposed fee percentages for Construction Phase Services. 3 a. – Knowledge and Understanding of Site Conditions and Local Construction

Permit Requirements (5 points)

The points for this criterion shall be awarded based on the EPCM’s presentation and discussion regarding their knowledge and understanding of the site conditions and local construction permit requirements.

Possible Score Criteria

Page 5

1 – 2 The EPCM has omitted some key topic areas and/or inadequately addressed several of the key topic areas.

3 – 4 The EPCM has addressed all key topic areas with some outstanding responses but have inadequately addressed some of the key topic areas.

5 The EPCM has addressed all key topic areas adequately with several outstanding responses.

3 b. – Overall Approach and Methodology to Address Construction Challenges,

Quality, Budget and Schedule Control (10 points)

The points for this criterion shall be awarded based on the EPCM’s presentation and discussion regarding their overall approach and methodology to address construction challenges, quality, and budget control. The EPCM shall provide a summary construction schedule with the following: - Key project milestones. - A strategy for schedule corrections. - Knowledge of construction techniques - Approach to conduct open book criteria bidding. - Statement of EPCM’s interest in self-performance. - A plan for working with Tampa Bay Water’s owner direct purchase (ODP)

program. - An approach for tie-in and maintaining existing plant operations.

Possible Score Criteria 1 – 3 The EPCM has omitted some key topic areas and/or

inadequately addressed several of the key topic areas.

4 – 8 The EPCM has addressed all key topic areas with some outstanding responses but have inadequately addressed some of the key topic areas.

9 - 10 The EPCM has addressed all key topic areas adequately with several outstanding responses.

3 c. – Approach for Start-up, Commissioning, and Operator Training (10 points)

The points for this criterion shall be awarded based on the EPCM’s presentation and discussion regarding the following key points of interest relative to their approach for start-up, commissioning, and operator training:

Page 6

Possible Score Criteria 1 – 3 The EPCM has omitted some key topic areas and/or

inadequately addressed several of the key topic areas.

4 – 8 The EPCM has addressed all key topic areas with some outstanding responses but have inadequately addressed some of the key topic areas.

9 - 10 The EPCM has addressed all key topic areas adequately with several outstanding responses.

3 d. – Proposed Fee Percentages (15 points) The points for this criterion shall be awarded based on the EPCM’s presentation and discussion regarding the assumptions used to justify the proposed fee percentages for overhead and profit:

Possible Score Criteria 1 – 5 The EPCM has proposed unrealistic and unjustified fee

percentages.

6 – 10 The EPCM has proposed fee percentages with a moderate level of justification.

11 - 15 The EPCM has proposed fee percentages with substantial justification, examples and explanation of assumptions.

Total Possible Score = 100 points

37

Attachment C

EPCM Agreement for Design Phase Services and Exhibits

Agreement for Design Phase Services

Lithia Hydrogen Sulfide Removal Facility

EPCM Agreement for Design Phase Services

CONTRACT NO. 2009-081

Agreement for Design Phase Services

TABLE OF CONTENTS Page

RECITALS ARTICLE 1 – GENERAL.......................................................................................................................................................... 1

1.01 Scope ...................................................................................................................................................................... 1 1.02 Preliminary Design Package................................................................................................................................... 2 1.03 Final Design............................................................................................................................................................ 2

ARTICLE 2 – OWNER'S RESPONSIBILITIES ....................................................................................................................... 2 2.01 General.................................................................................................................................................................... 2 2.02 Owner’s Engineer ................................................................................................................................................... 2

ARTICLE 3 – TIMES FOR RENDERING SERVICES ............................................................................................................ 2 3.01 Commencement ...................................................................................................................................................... 2 3.02 Time for Completion .............................................................................................................................................. 2

ARTICLE 4 – PAYMENTS TO EPCM..................................................................................................................................... 3 4.01 EPCM Compensation ............................................................................................................................................. 3 4.02 Payments................................................................................................................................................................. 3 4.03 Other Provisions Concerning Payments ................................................................................................................. 4

ARTICLE 5 – GUARANTEED MAXIMUM PRICE................................................................................................................ 4 5.01 GMP Proposalt........................................................................................................................................................ 4 5.02 Format of GMP Proposal........................................................................................................................................ 4 5.03 GMP Proposal Requirements.................................................................................................................................. 4 5.04 Open Book Review of GMP................................................................................................................................... 6 5.05 Acceptance of the GMP.......................................................................................................................................... 6

ARTICLE 6 – GENERAL CONSIDERATIONS....................................................................................................................... 6 6.01 Standards of Performance....................................................................................................................................... 6 6.02 Cooperation with Owner’s Engineer ...................................................................................................................... 7 6.03 Authorized Project Representatives........................................................................................................................ 7 6.04 Use of Documents................................................................................................................................................... 7 6.05 Electronic Media..................................................................................................................................................... 8 6.06 Insurance................................................................................................................................................................. 8 6.07 Termination ............................................................................................................................................................ 8 6.08 Controlling Law...................................................................................................................................................... 9 6.09 Successors, Assigns, and Beneficiaries .................................................................................................................. 9 6.10 Dispute Resolution.................................................................................................................................................. 9 6.11 Hazardous Environmental Condition...................................................................................................................... 9 6.12 Indemnification..................................................................................................................................................... 10 6.13 Performance of Work ........................................................................................................................................... 10 6.14 Permits and Approvals.......................................................................................................................................... 10 6.15 Notices .................................................................................................................................................................. 11 6.16 Survival................................................................................................................................................................. 11 6.17 Severability ........................................................................................................................................................... 11 6.18 Waiver .................................................................................................................................................................. 12 6.19 Headings ............................................................................................................................................................... 12

ARTICLE 7 – DEFINITIONS.................................................................................................................................................. 12 7.01 Defined Terms ...................................................................................................................................................... 12

ARTICLE 8 – EPCM’s REPRESENTATIONS....................................................................................................................... 14 8.01 EPCM’s Representations ...................................................................................................................................... 14

ARTICLE 9 – EXHIBITS ........................................................................................................................................................ 15 9.01 Exhibits Included .................................................................................................................................................. 15 9.02 Total Agreement ................................................................................................................................................... 16 9.03 Waiver of Jury Trial.............................................................................................................................................. 16 9.04 Prohibition Against Contingent Fees .................................................................................................................... 16

Agreement for Design Phase Services 1

AGREEMENT BETWEEN

TAMPA BAY WATER AND EPCM FOR

DESIGN PHASE SERVICES This AGREEMENT is made and entered into this ______ day of ________, 2009, by and between TAMPA BAY WATER, A Regional Water Supply Authority, an interlocal governmental agency of the State of Florida created and existing pursuant to Sections 163.01, 373.1962 and 373.1963, Florida Statutes, (herinafter referred to as “Owner”), and ________________________, a corporation of the State of ________________, or other business entity authorized to do business in the State of Florida (herinafter referred to as “EPCM”).

RECITALS A. Owner is authorized and empowered to execute contracts for engineering design, procurement, construction management, construction, and operations and maintenance services. B. Owner intends to contract for the engineering design, procurement, construction management and construction of the Lithia Hydrogen Sulfide Removal Facility, herein after referred to as the “Project”. C. Owner has entered into a contract with Carollo Engineers, PC, to act as their “Owner’s Engineer” for the Project. D. Owner engages EPCM to provide engineeing design, procurement and construction management services in order to design and construct the Project E. Owner wishes to enter into this Design Phase Services Agreement and provide the opportunity of EPCM to enter into a Construction Phase Agreement for the Project, contingent upon the performance of specified conditions set forth herein. F. At the conclusion of the Design Phase Services, Owner may enter into a Construction Phase Services Agreement, incorporated herein as Exhibit N, with the EPCM to provide Construction Phase Services for the Project. G. EPCM has represented to Owner that it has the requisite skills, expertise and experience to provide the required Design Phase Services for the Project.

NOW, THEREFORE, in consideration of the premises set forth above and of the mutual promises set forth below, and other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: ARTICLE 1 - GENERAL

1.01 Scope A. EPCM shall provide Design Phase Services as set forth in the Scope of Work, Exhibit A hereto. B. As part of the Design Phase Services, EPCM will be responsible for completing all the required Work necessary to obtain a completeness determination from regulatory agencies for all applications submitted by EPCM, and shall secure the Permits and Approvals identified in Exhibit B.

Agreement for Design Phase Services 2

C. EPCM will submit to Owner a Guaranteed Maximum Price (“GMP”) Proposal for the Construction Phase of the Project as provided in Article 5 of this Agreement and the Scope of Work, Exhibit A. The GMP shall be presented in the GMP Proposal Format set forth in Exhibit H. The GMP Proposal shall be subject to Open Book review by Owner in accordance with Exibit M and paragraph 5.04 hereof. D. No Construction at the Site is included in this Design Phase Services Agreement. 1.02 Preliminary Design Package A. Owner has provided a Preliminary Design Package, Exhibit C. This Preliminary Design Package (“PDP”) identifies mandatory specifications and requirements that the EPCM agrees to follow in the preparation of the Project Design which shall form the basis of the EPCM’s GMP proposal. The EPCM may supply alternatives to the PDP but Owner has the sole and absolute right to accept or reject any such alternatives. 1.03 Project Design A. As more particularly set forth in Exhibit A, EPCM is responsible for preparation of the Project Design, including all Drawings thereof, which shall be complete and suitable for the intended purpose of construction and performance of the Project. The Project Design, including all Drawings thereof, belong to and are the property of Owner, and Owner has the right to use the Project Design in any way Owner deems useful including, but not limited to, in bidding the Construction Phase of the Project. B. Upon completion of the Work, EPCM shall deliver to Owner three (3) sets of signed and sealed Drawings in written hard-copy form, and one set of Drawings in electronic (.tif) form. ARTICLE 2– OWNER'S RESPONSIBILITIES

2.01 General A. Owner shall have the responsibilities set forth herein and in Exhibits D and J. 2.02 Owner’s Engineer A. Owner has entered into a separate agreement with Carollo Engineers, PC, to act as their Owner’s Engineer for the Project. The responsibilities of the Owner’s Engineer are set forth in Exhibit E. ARTICLE 3 –TIMES FOR RENDERING SERVICES

3.01 Commencement A. EPCM shall commence performance as of the Effective Date of the Ageement. 3.02 Time for Completion A. EPCM agrees to perform Design Phase Services in accordance with the Scope of Work, Exhibit A, and the Project Schedule, Exhibit F. B. If Owner authorizes a change to the Scope of Work, Exhibit A, which extends or reduces EPCM’s time for performance, then the Project Schedule, Exhibit F, shall be reasonably adjusted as appropriate.

Agreement for Design Phase Services 3

C. Owner shall carry out its responsibilities, set forth in Exhibit D, in a timely manner so as to not delay the performance of EPCM. Owner shall pay EPCM additional compensation for actual and verifiable costs resulting from Uncontrollable Circumstances or Owner’s Fault. D. If EPCM fails to complete performance of the Scope of Work in accordance with the Contract Times and Milestones set forth in the Project Schedule, Exhibit F, unless extended due to Owner’s Fault or Uncontrollable Circumstances, then Owner shall be entitled to the recovery of liquidated damages, but not as a penalty, in the amount of $500.00 per day for each day or portion thereof by which the EPCM fails to meet the Target Late Finish Milestone date identifed in the Project Schedule, Exhibit F. EPCM acknowledges and agrees to payment of liquidated damages as a fair and reasonable estimate of actual damages that will result from any such failure of performance. E. If EPCM completes performance of the Work prior to the Target Late Finish Milestone date identified in the Project Schedule, Exhibit F, then EPCM shall be entitled to an incentive bonus in the amount of $500.00 per day, up to a maximum of ninety (90) days, for each day or portion thereof by which EPCM completes the Work prior to the late finish date. ARTICLE 4–CONTRACT AMOUNT AND PAYMENTS TO EPCM

4.01 EPCM Compensation A. EPCM shall receive compensation for Design Phase Services under this Agreement on a cost-plus basis up to the maximum sum fixed-fee set forth in Exhibit G which shall include all Cost of the Work to be performed under this Agreement. If EPCM’s costs for Design Phase Services exceed the amounts set forth in Exhibit G, EPCM shall complete the Design Phase Services and its responsibilities under this Agreement without additional compensation or reimbursement from Owner unless EPCM’s additional costs were due to Uncontrollable Circumstances, Owner’s Fault, or change in Scope of Work approved by Owner. Compensation to be paid, or which has been paid, to EPCM shall be adjusted within one year following the termination of this Agreement, to exclude any sums by which Owner determines the contract price was increased due to inaccurate, incomplete or noncurrent wage rates and other factual unit costs. If Owner authorizes a change to the Scope of Work, Exhibit A, which changes Projects costs, then the EPCM compensation, Exhibit G, shall be reasonably adjusted as appropriate. 4.02 Payments A. Owner shall pay EPCM for Design Phase Services performed or furnished under the Scope of Work, Exhibit A, in accordance with Exhibit G. B. EPCM shall submit and Owner will process Applications for Payment in accordance with the Invoice Format included in Exhibit G. C. Progress Payments; Retainage. Owner shall make progress payments on account of the Contract Price on the basis of EPCM's Applications for Payment which are to be submitted on or about the first (1st) day of each month during performance of the Work.

1. Progress payments will be made in an amount equal to the percentage indicated below, but, in each case, less the aggregate of payments previously made and less such amounts as Owner may withhold in accordance with paragraph 12.02.B of the General Terms and Conditions, Exhibit J.

a. Ninety percent (90%) of Work completed (with the balance being retainage). If the Work has been 50

percent completed as determined by Owner, and if the character and progress of the Work have been satisfactory to Owner, Owner may determine that as long as the character and progress of the Work remain satisfactory to Owner, there will be no additional retainage on account of Work completed, in which case the remaining progress payments will be in an amount equal to 100 percent of the remaining Work completed.

Agreement for Design Phase Services 4

D. Final Payment. Upon final completion and acceptance of the Work in accordance with paragraph 12.03 of the General Terms and Conditions, Owner shall pay the remaining retainage and all other amounts due. 4.03 Other Provisions Concerning Payments A. Preparation of Invoices. EPCM shall prepare its invoices in accordance with the Owner’s requirements and the terms described in Exhibit G. EPCM may submit no more than one invoice to Owner per month. B. Payment of Invoices. Invoices are due and payable within thirty (30) days of receipt, or within thirty (30) days of receipt of additional documentation reasonably requested by Owner in support of EPCM’s invoice. C. Late Payment. If EPCM believes that Owner has failed to make timely payment when due, EPCM shall request dispute resolution under Exhibit K, but shall continue performance of Design Phase Services while the matter is being resolved. If EPCM prevails in dispute resolution regarding any late payment, the amounts due EPCM may be increased from said thirtieth day at the maximum rate of interest permitted by law to be paid by governmental agencies. D. Disputed Invoices. In the event of a disputed or contested invoice, Owner may withhold payment of the disputed portion of the invoice until the dispute is resolved in accordance with paragraph 6.10. EPCM may submit as a separate invoice those portions of the disputed invoice that are not in dispute, in which case Owner shall process the undisputed invoice for payment. E. Payments Upon Termination. In the event of any termination under paragraph 6.07, EPCM will be entitled to invoice Owner and to receive full payment of actual, verified costs for all services performed and expenses incurred through the effective date of termination, subject to the provisions of paragraph 6.07.F. F. Records of EPCM's Costs. EPCM shall keep records of its costs pertinent to compensation under this Agreement in accordance with generally accepted accounting practices for a period of seven (7) years from the termination of this Agreement. To the extent necessary to verify EPCM's charges and upon Owner's timely request, EPCM shall make copies of such records available to Owner. ARTICLE 5–GUARANTEED MAXIMUM PRICE

5.01 Guaranteed Maximum Price Proposal A. Upon completion of Project Design and receipt of all Permits and Approvals as set forth in Exhibits A and B, EPCM will submit to Owner a proposal which includes a Guaranteed Maximum Price (“GMP”) for which EPCM is prepared to procure all the necessary services, materials and equipment as well as to provide construction management services in order to construct the Project in accordance with the Project Design developed by the EPCM as part of the Design Phase Services. 5.02 Format of GMP Proposal A. The GMP Proposal will be submitted in accordance with the format and associated terms and conditions set forth in Exhibits H and M. 5.03 GMP Proposal Requirements A. Basis of GMP - The GMP Proposal shall be based upon drawings, specifications, prices, quotes, bids and other information, including addenda that have been provided to Owner by the EPCM in the performance of Design Phase Services hereunder. The detailed requirements of, and governing, the GMP are provided in Exhibits H and M. B. GMP Limits Payments in Construction Phase - Total payment made by Owner to the EPCM during the Construction Phase of the Project shall in no event exceed the GMP, except due to Uncontrollable Circumstances, Owner’s Fault, or

Agreement for Design Phase Services 5

otherwise as approved by the Owner . EPCM’s responsibility hereunder is not limited or in any way modified in the event that its actual costs, fees and expenses for Construction Phase Services exceed the GMP. C. Shared Savings - To the extent that total payments for Construction Phase Services are less than the GMP, the resulting savings shall be shared by Owner and EPCM as set forth in the Construction Phase Services Agreement, Exhibit N hereto. D. Owner Allowance - Any owner allowance approved by Owner for the Project shall be included in the GMP and shall be separately administered and controlled by Owner. E. Contingency - The use of any contractor contingency included in the GMP shall be subject to Owner’s review and approval, which shall not be unreasonably withheld. F. Categories of Charges in GMP - The Categories of Charges within the GMP are identified and set forth in Exhibit H. Without limiting the information required by Exhibit H, the GMP shall include the following:

1. The sum of EPCM’s fee, profit and overhead, and EPCM’s determination of all costs, charges, expenses,

contingency, and fees, including those for management services, engineering and design during the Construction Phase for the Project, with a detailed listing and explanation of all items included in the GMP;

2. A list of all drawings, specifications, prices, quotes, bids and other information, including all addenda, used as

the basis for the GMP; 3. A list of assumptions and clarifications made by EPCM in the preparation of the GMP; 4. The scheduled interim milestones for construction and start-up, and Substantial Completion upon which the

GMP is based; 5. A list of any allowances included in the GMP; 6. A schedule of unit prices; and 7. If applicable, any additional services included in the GMP.

G. During the Construction Phase of the Work, EPCM shall develop and maintain a written report which identifies and explains all variances and deviations from each line item amount in the GMP which shall be available for Owner’s review. While individual line item amounts in the several Categories of Charges within the GMP may be exceeded, in no event shall total payments by Owner to EPCM exceed the total GMP, unless due to Uncontrollable Circumstances or Owner’s Fault. If in the performance of Construction Phase Services, payments by Owner to EPCM exceed the amounts designated for each of the Categories of Charges within the GMP, Owner may take those actions and impose those limitations on EPCM which it reasonably deems necessary to insure that the overall GMP is not exceeded.

H. As more particularly provided in and without limiting Exhibit H, the contingency shall be included in the GMP and shall be clearly identified. Prior to the use of any contingency, EPCM shall provide Owner with a written request for approval detailing the costs anticipated to be charged against the contingency and must receive Owner’s approval of the use of the contingency, which shall not be unreasonably withheld. The contingency shall not be used for escalation of costs for labor or materials post issuance of applicable purchase orders or contracts, schedule acceleration, out of scope work, or any cost overruns, unless EPCM presents good cause for such use of the contingency and Owner, in its sole discretion, approves such use. Any savings within any of the Categories of Charges within the GMP shall accrue and be allocated to the contractor contingency. I. In order to insure that all costs, fees, expenses and charges within the GMP are reasonable and necessary, EPCM shall implement a program to stimulate interest of qualified subcontractors, to maximize participation of potential qualified bidders, and to familiarize potential bidders with the requirements of the Project, and in addition shall follow a competitive bidding process approved by Owner. With the exception of sole source subcontracts or purchase orders approved by Owner, all subcontracts or purchase orders shall be awarded to the lowest responsible and responsive bidder as determined by EPCM in its reasonable discretion and subject to Owner’s right to review and approve such selection, which approval shall not be

Agreement for Design Phase Services 6

unreasonably withheld. Owner may approve award to a bidder that was not the lowest responsive and responsible bidder when in the best interest of Owner, which approval shall not be unreasonably withheld. 5.04 Open Book Review of GMP A. EPCM acknowledges that Owner’s decision to accept or reject EPCM’s GMP Proposal shall be based upon Owner’s Open Book review of the GMP. EPCM shall cooperate fully with Owner’s Open Book review in accordance with Exhibit M. All bid packages, proposed bid awards and subcontracts, sole source determinations, and other charges, costs and expenses included in the GMP are subject to Owner’s Open Book review and verification, in its sole discretion, that charges, costs and expenses reflected therein are reasonable and necessary.

B. Owner has the right to reasonably request additional documentation and records if in its sole judgment additional information is necessary to conduct its Open Book review of any part of the GMP Proposal. EPCM shall keep full and detailed records and exercise such controls as may be necessary for Owner’s Open Book review.

C. In addition to the foregoing, EPCM shall comply with all requirements and specifications for Open Book review as further set forth in Exhibit M. D. EPCM acknowledges that Owner will also conduct an on-going Open Book review of the GMP during the Construction Phase of the Project to insure that Construction Phase costs do not exceed the GMP. 5.05 Acceptance of the Guaranteed`Maximum Price A. Owner will review the GMP Proposal and either accept or reject EPCM’s GMP within thirty (30) days of receipt, unless the parties agree to extend this time period. If Owner accepts the GMP proposal submitted by EPCM, then the parties agree to enter into the separate Construction Phase Services Agreement, included herewith as Exhibit N, which will provide for performance of all Construction Phase services included within the GMP Proposal. If Owner rejects the GMP, EPCM agrees that this Design Phase Services Agreement shall terminate in accordance with paragraph 6.07G. B. As a specific condition of this Agreement, EPCM agrees to execute and perform in accordance with the Construction Phase Services Agreement, Exhibit N, in the event that Owner accepts EPCM’s GMP proposal within ninety (90) days of its receipt by Owner or as extended by the parties. EPCM agrees to execute and commence performance under the Construction Phase Services Agreement within seven (7) days of Owner’s acceptance of the GMP Proposal. C. The parties agree that Owner is under no obligation to accept the GMP proposal submitted by EPCM and that acceptance of the GMP by Owner is a matter within the Owner’s absolute discretion. D. In the event EPCM is selected by Owner to execute the Construction Phase Services Agreement and perform Work thereunder, EPCM’s obligations to Owner for Project Design under this Agreement shall remain in effect and shall be enforceable by Owner throughout the term of the Construction Phase Services Agreement. ARTICLE 6 – GENERAL CONSIDERATIONS

6.01 Standard of Performance A. EPCM shall perform and complete the Design Phase Services in a timely manner and in accordance with the standard of care, skill, and diligence customarily provided by professionals with expertise and experience in the type of Design Phase Services to be provided hereunder, and in accordance with sound professional principles and practices applicable under similar conditions at the same time and locality of the Project. EPCM acknowledges that it has represented to Owner that EPCM has expertise and experience in the type of services to be rendered hereunder and that such representation was a material inducement to Owner to enter into this Agreement with EPCM.

Agreement for Design Phase Services 7

B. EPCM shall be responsible for the technical accuracy of the services it performs and documents it prepares, and Owner shall not be responsible for discovering deficiencies in such services or documents. EPCM shall correct such deficiencies without additional compensation, and compensate Owner for any actual losses or damages resulting from such deficiencies. C. EPCM will employ Subcontractors identified in Exhibit I, or otherwise acceptable to Owner, that are required to perform the Scope of Work set forth in Exhibit A. EPCM shall be responsible for all Design Phase Services performed by Subcontractors. D. EPCM shall not be required to employ any Subcontractor unacceptable to EPCM. E. This Agreement is based on requirements of applicable Laws or Regulations as of its Effective Date. Changes to these requirements after the Effective Date of the Agreement may be the basis for modifications to Owner's responsibilities or to the Scope of Work, Project Schedule, and Compensation for EPCM's services. F. EPCM may use instructions, reports, data, and other information furnished by Owner in performing services under this Agreement, but unless otherwise specifically stated in writing by Owner with regard to particular technical documents, reports or data, Owner is not responsible for the accuracy or completeness of any information supplied to EPCM by Owner. EPCM is responsible for performing its own due diligence to determine and obtain the information necessary for EPCM to carry out its responsibilities and obligations under this Agreement. EPCM shall timely inform Owner of any deficiencies it finds in Owner supplied information. G. Owner and EPCM agree that all Exhibits to the Agreement form an integral part of this Agreement. H. Owner and EPCM agree that the contract between them for the Construction Phase of the Project is set forth as Exhibit N hereto, and EPCM and Owner agree to execute said Construction Phase Services Agreement as presented in Exhibit N if Owner accepts the GMP Proposal when submitted by EPCM. I. At the request of the Owner, EPCM shall safeguard the proprietary nature of Owner-provided data, if any. 6.02 Cooperation with Owner’s Engineer A. EPCM will timely respond to all reasonable requests of, and cooperate with, the Owner’s Engineer in the performance of their respective roles and responsibilities on the Project. If EPCM determines that any request of Owner’s Engineer interferes with the timely performance of EPCM’s responsibilities hereunder, EPCM shall notify Owner and Owner will take whatever action is necessary to insure cooperation between EPCM and Owner’s Engineer. 6.03 Authorized Project Representatives A. Contemporaneous with the execution of this Agreement, EPCM and Owner shall designate specific individuals to act as their respective representatives with respect to this Agreement. Such individuals shall have authority to transmit instructions, receive information, and render decisions relative to the Project, with the exception of changes to the Scope of Work, Project Schedule, EPCM Compensation, GMP Proposal Format, Insurance and Bonds, Open Book Criteria and Requirements, and the Construction Phase Services Agreement, as set forth in Exhibits A, F, G, H, L, M and N, respectively. 6.04 Use of Documents A. All Documents prepared or produced by EPCM or any of its Subcontractors pursuant to this Agreement are the property of and belong to Owner, provided that EPCM is allowed to reuse such Documents with the approval of Owner. If EPCM claims ownership of any preexisting information, program or specification, or that any such Document is proprietary or protected by trade secret or otherwise, EPCM has the burden to establish the basis of any such protection, but until judicially declared otherwise Owner shall have all rights of ownership and use of such Documents. B. Any reuse of the Documents by EPCM will be at EPCM’s sole risk and without liability or legal exposure to Owner. C. EPCM will be entitled to further compensation at rates to be agreed upon by Owner and EPCM for any adaptation of the Documents which Owner requests EPCM to perform for extensions of the Project or any other project.

Agreement for Design Phase Services 8

6.05 Electronic Media A. Copies of data furnished by Owner to EPCM or by EPCM to Owner that may be relied upon are limited to the printed copies (also known as hard copies). Files in electronic media format of text, data, or graphics or of other types are furnished only for the convenience of the other party. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. B. Because data stored on electronic media can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving data in an electronic format agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any errors detected within the 60-day acceptance period will be corrected by the transferring party. C. EPCM shall provide Documents to Owner which include all indicia of EPCM’s involvement, including title blocks and seals, but EPCM may remove from each electronic drawing autorized for reuse indicia of ownership or EPCM’s involvement, including title blocks and seals. D. When transferring documents in electronic media format, the transferring party makes no representations as to long term compatibility, usability, or readability of data resulting from the use of software application packages, operating systems, or computer hardware differing from those used by data's creator. 6.06 Insurance A. EPCM shall procure or provide and maintain insurance as set forth in Exhibit L. B. During the term of this Agreement, Owner may cause EPCM and EPCM's Subcontractors to be listed as additional insureds on any general liability or property insurance policies carried by Owner which are applicable to the Project. C. Owner and EPCM shall each deliver to the other certificates of insurance evidencing the coverages indicated in Exhibit L. Such certificates shall be furnished prior to commencement of EPCM's Design Phase Services under this Agreement and at renewal thereafter during the term of the Agreement. 6.07 Termination A. This Agreement may be terminated by Owner:

1. Without cause effective upon delivery of written notice to EPCM, or

2. With cause upon fourteen (14) days written notice to EPCM. B. The Owner may terminate for cause under the following circumstances when EPCM:

1. Fails to commence Design Phase Services under this Agreement or achieve any Milestone established in the Project Schedule within the time specified this Agreement;

2. Fails to properly and timely perform the services required hereunder or as directed by Owner;

3. Files for bankruptcy or insolvency, or a general assignment for the benefit of creditors;

4. Fails to obey and comply with any laws, ordinances, regulations or other codes of conduct, or

5. Otherwise materially breaches this Agreement.

Agreement for Design Phase Services 9

C. This Agreement may be terminated by EPCM for cause, upon fourteen (14) days written notice to Owner, only upon an event of Owner’s Fault. D. Notwithstanding the foregoing, this Agreement will not terminate for cause as set forth in paragraph 6.07B and C if the party receiving notice begins, within seven days of receipt, to correct its failure and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such cause for termination cannot reasonably be cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 90 days after the date of receipt of the notice. E. The terminating party may set the effective date of termination at a time up to 30 days later than otherwise provided to allow EPCM to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project documents in orderly files, obtain replacement contractors, or commence completion of services. F. In the event of termination of EPCM for cause by Owner, Owner may complete the services to be provided by EPCM as Owner deems expedient. In such case, EPCM will be entitled to receive payment for actual, verified costs of Work performed to the date of termination. G. In the event that Owner rejects EPCM’s GMP Proposal, EPCM shall perform no further Work under this Agreement except as requested by Owner, and this Agreement shall terminate thirty (30) days after Owner’s decision to reject the GMP. EPCM shall expeditiously deliver to Owner all Drawings and other records prepared by EPCM under this Agreement prior to termination. 6.08 Controlling Law A. This Agreement shall be governed by the law of the State of Florida. The parties agree that venue for judicial resolution of any disputes, disagreements or issues arising from or involving this Agreement and the Work performed hereunder shall be in Circuit Court in and for Pinellas County, Florida 6.09 Successors, Assigns, and Beneficiaries A. Owner and EPCM each is hereby bound and the partners, successors, and assigns of Owner and EPCM are hereby bound to the other party to this Agreement and to the partners, successors, and assigns of such other party, in respect of all covenants, agreements, and obligations of this Agreement. B. Neither Owner nor EPCM may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 6.10 Dispute Resolution A. Owner and EPCM agree to negotiate all disputes between them in good faith for a period of 14 days from the date of notice prior to exercising their dispute resolution rights as set forth in the Supplementary Conditions, Exhibit K, or under law. 6.11 Hazardous Environmental Condition A. Owner acknowledges that EPCM is performing Design Phase Services for Owner and that EPCM is not and shall not be required to become an "operator," "generator," or "transporter" of Hazardous Materials which are or may be encountered at or near the Site in connection with EPCM's activities under this Agreement.

Agreement for Design Phase Services 10

B. Owner represents to the best of its knowledge that a Hazardous Environmental Condition does not exist and it has disclosed to EPCM the existence of all known Hazardous Materials located at or near the Site, including type, quantity, and location. C. If any Hazardous Environmental Condition is encountered or alleged, EPCM shall have the obligation to notify Owner and, to the extent required by applicable Laws and Regulations, appropriate governmental officials. D. Except as required by Exhibit A, it is acknowledged by both parties that the EPCM's Scope of Work does not include any services related to a Hazardous Environmental Condition. If EPCM or any Subcontractor encounters a Hazardous Environmental Condition at the Site, or should it become known in any way that Hazardous Materials may be present at the Site or any adjacent areas in such a manner as to affect the performance of EPCM's services, EPCM may, at its option and without liability for consequential or any other damages, suspend performance of services on the Project until Owner: (i) retains appropriate specialist consultant(s) or contractor(s) to identify and, as appropriate, abate, remediate, or remove the Hazardous Environmental Condition, and (ii) warrants that the Site is in full compliance with applicable Laws and Regulations. E. If the EPCM's services under this Agreement cannot be performed because of a Hazardous Environmental Condition, the existence of the condition shall justify EPCM terminating this Agreement for cause pursuant to paragraph 6.07C. 6.12 Indemnification A. Owner and EPCM acknowledge that there are certain risks associated with the Design Phase Services. B. EPCM shall indemnify and hold harmless Owner, and Owner’s officers and employees from and against any and all liability, costs, losses, and damages (including but not limited to reasonable attorneys fees ) arising out of or to the extent caused by the negligence, recklessness or intentionally wrongful conduct of EPCM and other persons employed by or utilized by EPCM in their performance of Work under this Agreement. C. To the fullest extent permitted by law and without waiving the limitations of Section 768.28, Florida Statutes, Owner shall indemnify and hold harmless EPCM, EPCM’s officers and employees, and Subcontractors from and against any and all liability, costs, losses, and damages (including but not limited to reasonable attorneys fees) to the extent caused by the negligence, recklessness or intentionally wrongful conduct of Owner or Owner’s officers or employees. 6.13 Performance of Work. A. EPCM covenants with Owner to cooperate with Owner and Owner’s Engineer and utilize the EPCM’s professional skill, efforts and judgment in furthering the interests of Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in conformance with the terms and conditions of the Design Phase Services Agreement and in an expeditious and economical manner consistent with the interests of Owner and the terms of this Agreement. 6.14 Permits and Approvals A. EPCM shall prepare and submit on behalf of Owner, or on its own behalf as appropriate, all applications for Permits and Approvals which the EPCM has the responsibility to obtain pursuant to Exhibit B and which are necessary for the construction and operation of the Project. EPCM shall only submit such applications as it deems in good faith to be complete, including all necessary studies and documentation. EPCM is responsible for achieving a completeness determination consistent with the Project Schedule for all applications for Permits and Approvals submitted by EPCM identified in Exhibit B. EPCM shall comply with the requirements imposed by the Governance Agreement with regard to the permitting process for those permits defined therein as Primary Environmental Permits. EPCM acknowledges that these requirements shall include, without limitation: (1) provision of notice to the Member Governments in advance of any pre-application meetings with regulatory agencies; (2) provide notice and a reasonable opportunity to review and comment concerning all Primary Environmental Permit applications and amendments thereto, before submittal to Owner’s Board; (3) obtaining the approval of Owner’s Board of Directors of all Primary Environmental Permit applications and amendments thereto, before filing; and (4) assisting Owner in defending such Primary Environmental Permit applications and amendments in any arbitration action brought by a Host Member Government, as defined under the Governance Agreement. EPCM acknowledges that it has reviewed the Governance Agreement and is familiar with the specific provisions related to Primary

Agreement for Design Phase Services 11

Environmental Permits and other permitting actions. EPCM shall pay all standard permit fees, permitting agency costs and charges due in connection therewith, and shall take all action necessary on behalf of Owner as applicant in connection with all associated permitting and land use proceedings before all appropriate Governmental Bodies if and to the extent required in order to obtain and provide Permits and Approvals for the Project. Notwithstanding anything contained herein to the contrary, Owner shall obtain all consumptive use permits necessary and desirable with respect to the supply of Raw Water to the Project.

B. With respect to any Primary Environmental Permit or modification thereof which is the EPCM’s responsibility under Exhibit B hereof, the parties agree to follow the following schedule with respect to submission and reviews:

1. The EPCM shall submit the draft permit application to Owner’s staff for review at least thirty (30) days prior to the Owner’s Board Board meeting at which approval of the application is to be requested.

2. Within ten (10) days following receipt of the draft permit application from the EPCM, Tampa Bay Water shall

provide EPCM with comments on the draft permit application from the Tampa Bay Water staff.

3. Within five (5) business days following receipt of comments from Owner, EPCM shall review and consider those comments, and provide Owner with a revised permit application incorporating, as appropriate, responses to such comments. Unless delayed due to failure of Owner to provide its comments in a timely manner as provided, the EPCM shall submit the revised permit application at least twelve (12) days prior to the scheduled Owner’s Board meeting, for inclusion in the Board agenda.

C. EPCM is responsible for obtaining a determination from appropriate permitting agencies that those applications for Permits and Approvals for which EPCM is responsible as set forth in Exhibit B are deemed complete by the dates set forth in of Project Schedule, Exhibit F hereto. 6.15 Notices A. Any notice required under this Agreement will be in writing, addressed as follows and given personally, by certified mail (return receipt requested), by confirmed facsimile, or by a commercial courier service. All notices shall be effective upon the date of receipt. If to Tampa Bay Water: General Manager, Tampa Bay Water 2575 Enterprise Road Clearwater, FL 33763-1102 Facsimile: (727) 791-2388 With copy to: General Counsel, Tampa Bay Water 2575 Enterprise Road Clearwater, FL 33763-1102 Facsimile: (727) 791-2390 If to EPCM: With copy to: 6.16 Survival A. All express representations, indemnifications, or limitations of liability made in or given in this Agreement will survive its completion or termination for any reason. 6.17 Severability A. Any provision or part of this Agreement held to be void or unenforceable under any law or regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and EPCM, which agree that the

Agreement for Design Phase Services 12

Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 6.18 Waiver A. Except as otherwise provided, non-enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 6.19 Headings A. The headings used in this Agreement are for general reference only and do not have special significance. 6.20 No Consequential or Punitive Damages A. In no event shall Owner be liable to EPCM, nor shall EPCM be liable to Owner, for any incidental, consequential, or punitive damages based upon claims arising out of or in connection with the performance or non-performance of a party’s obligations under this Agreement, or the material inaccuracy of any representation made by a party in this Agreement, whether such claims are based upon contract, tort, negligence, warranty or other legal theory. EPCM acknowledges and agrees, however, that claims, which are brought by third parties against Owner and for which, but for the application of this paragraph, EPCM would otherwise have an indemnification obligation under this Agreement, shall not be considered consequential damages under this paragraph. ARTICLE 7– DEFINITIONS

7.01 Defined Terms A. Wherever a term used in this Agreement (including the Exhibits) is printed with an initial capital letter, the term has the meaning indicated in the General Terms and Conditions, Exhibit J. The meaning is applicable to both the singular and plural forms of the term. B. In addition to the definitions set forth in Exhibit J, for purposes of this Agreement the following terms printed with initial capital letters have the meanings indicated which are applicable to both the singular and plural thereof:

1. Agreement–This "Design Phase Services Agreement” between Tampa Bay Water, as Owner and [Insert legal name of EPCM], as EPCM, including those Exhibits listed in Article 9.

2. Documents–The documents, including data, reports, Technical Exhibits, Project Design, and other deliverables,

whether in printed or electronic media format, provided or furnished in appropriate phases by EPCM to Owner pursuant to this Agreement.

3. Effective Date of the Agreement– [Insert date that Parties determine this Agreement shall take effect].

4. Governance Agreement - The Amended and Restated Interlocal Agreement among Tampa Bay Water’s

Member Governments of Hillsborough, Pasco and Pinellas Counties, and the Cities of St. Petersburg, Tampa and New Port Richey (the “Member Governments”), pursuant to which Tampa Bay Water was reorganized and renamed in 1998, and includes Exhibit B to the Governance Agreement, that certain Master Water Supply Contract, dated as of May 1, 1998, between Tampa Bay Water and the Member Governments.

5. Guaranteed Maximum Price Proposal (sometimes referred to as “GMP”) has the meaning set forth in Article 5

and Exhibits H and M.

6. Member Government - Hillsborough, Pasco, and Pinellas Counties, and the Cities of St. Petersburg, Tampa and New Port Richey.

Agreement for Design Phase Services 13

7. Open Book has the meaning set forth in Article 5 and Exhibit M.

8. Owner’s Fault - A breach, failure, nonperformance or noncompliance by Owner with any provision of this Agreement which materially and adversely affects: (i) EPCM’s rights and obligations or ability to perform under this Agreement; or (ii) EPCM’s cost of performance; provided that EPCM has provided Owner with notice within ten (10) days of discovery of such breach, failure, non-performance or non-compliance.

9. Primary Environmental Permit is as defined in the Governance Agreement, and includes the issuance,

modification or renewal of a consumptive use permit, an environmental resource permit, a permit from the Department of the Army under Section 404 of the Federal Clean Water Act, or a national pollutant discharge elimination system permit for a waste stream discharge from a water treatment plant to surface waters (or the successor in function to any of such permits), for which Owner applies as sole permittee or co-permittee. This term does not apply to Permits or Approvals for which EPCM applies in its own right and for which EPCM will be the permittee.

10. Project Design - The detailed engineering plans, Drawing and Specifications necessary and sufficient to allow

EPCM to obtain all required Permits and Approvals and submit its GMP Proposal for complete construction of the Project in conformance with the requirements of this Agreement.

11. Reimbursable Expenses–The expenses incurred directly by EPCM or its Subconsultants for transportation and

subsistence; toll telephone calls and telegrams, copying, facsimile, and courier charges; reproduction of reports, drawings, specifications, and similar items; and, if authorized in advance by Owner in writing, overtime work requiring higher than regular rates. In addition, if authorized in advance by Owner in writing, Reimbursable Expenses shall also include expenses incurred for computer time and the use of other highly-specialized equipment.

12. Technical Exhibits–Documents prepared by EPCM which set forth EPCM's plan for meeting the Owner's

requirements.

13. Uncontrollable Circumstance means any act, event or condition affecting the Project, EPCM or Owner to the extent that it materially and adversely affects: (i) the ability of either party to perform any obligation hereunder (except for payment obligations); or (ii) the cost of such party’s performance, if such act, event or condition is beyond the reasonable control and is not also the result of the willful or negligent act, error or omission or failure to exercise reasonable diligence on the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under this Agreement;

1) Inclusions. Subject to the foregoing, such acts or events include the following: (a) an act of God, hurricane, landslide, lightning, earthquake, fire, flood, plague, tornadoes, (but not

including reasonably anticipated weather conditions for the geographic area of the Site), explosion, sabotage or similar occurrence, acts of a public enemy, extortion, war, blockade or insurrection, riot or civil disturbance;

(b) a Change in Law; (c) the failure of any appropriate Governmental Body or private utility having operational jurisdiction

in the area in which the Project is located to provide and maintain Utilities to the Site which are required for Design Phase Services;

(d) any failure of title to the Site or any enforcement of any Encumbrance on the Site or on any improvements thereon not consented to in writing by, or arising out of any action or agreement entered into by, the party adversely affected thereby;

(e) the preemption of materials or services by a Governmental Body in connection with a public emergency or any condemnation or other taking by eminent domain of any portion of the Facility or Site;

(f) the presence at the Site of (i) subsurface structures, materials or conditions having archaeological significance; (ii) any habitat of endangered or similarly protected species;(iii) functioning subsurface structures at the Site (to the extent not identified by Owner to EPCM); (iv) subsurface conditions of which EPCM, through the exercise of reasonable diligence, could not reasonably be expected to have notice; and (v) the presence of Hazardous Environmental Conditions not caused by or due to fault of the EPCM.

(h) strikes by an organized union of the EPCM’s Subcontractors; (i) the failure of Owner to obtain any Permit or Approval which is Owner’s responsibility to obtain, on or prior to the dates set forth in the Project Schedule.

Agreement for Design Phase Services 14

(2) Exclusions. It is specifically understood that none of the following acts or conditions shall constitute Uncontrollable Circumstances:

(a) general economic conditions, interest or inflation rates, or currency fluctuations or exchange rates; (b) changes in the financial condition of Owner, EPCM or any Subcontractor affecting the ability to

perform their respective obligations; (c) the consequences of error, neglect or omissions by the parties and any Subcontractor in the

performance of any Work or responsibilities under this Agreement; (d) any increase for any reason in premiums charged by the EPCM's insurers or the insurance markets

generally for the required Insurance; (e) the failure of EPCM to secure any patents or licenses in connection with the technology necessary to

perform its obligations hereunder; (f) the failure of any Subcontractor or supplier to furnish labor, materials, services or equipment for

any reason other than for acts or events specifically included herein as Uncontrollable Circumstances; (g) equipment failure except when due to acts or events specifically enumerated herein as

Uncontrollable Circumstances; or (h) any Change in Law with respect to the issuance of any Permit or Approval, the enactment of any

statute, or the promulgation of any regulation affecting the standards or requirements of performance, the terms and conditions of which do not impose more stringent or burdensome requirements on the Project or EPCM than in effect on the Effective Date of the Agreement.

ARTICLE 8– EPCM’S REPRESENTATIONS

8.01 EPCM certifies, confirms and acknowledges the following, or assumes responsibility for having done so: A. EPCM has examined and carefully studied this Design Phase Services Agreement, including all Exhibits hereto. B. EPCM has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work. C. EPCM is familiar with and will comply with all federal, state, and local Laws and Regulations that may affect cost, progress, and performance of the Work. D. EPCM has obtained and studied all available: (1) reports of explorations and tests of subsurface conditions at or contiguous to the Site and all drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site (except Underground Facilities) which have been identified as provided in paragraph 4.02 of the General Conditions and (2) reports and drawings of a Hazardous Environmental Condition, if any, at the Site which has been identified as provided in paragraph 4.06 of the General Conditions. E. EPCM is aware of the general nature of work to be performed by Owner and others at the Site that relates to the Work as indicated in the Design Phase Services Agreement. F. EPCM has correlated the information known to EPCM, information and observations obtained from visits to the Site, reports and drawings identified in this Agreement, and all additional examinations, investigations, explorations, tests, studies, and data with this Agreement. G. EPCM has given Owner written notice of all conflicts, errors, ambiguities, or discrepancies that EPCM has discovered in the Design Phase Agreement and the other related data identified in the Proposal Documents.

H. The Design Phase Agreement is sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work.

Agreement for Design Phase Services 15

I. EPCM’s execution of this Agreement is not based upon their reliance upon any representation, understanding or agreement not expressly set forth herein. Owner has not made any representation to EPCM except as expressly set forth herein. J. EPCM is organized and exists under the laws of the State of _____________ and is in good standing in the State of ____________ and is authorized to do business in the State of Florida. K. EPCM has the full power and authority to execute and deliver this Agreement and to incur and perform the obligations provided for herein and therein, all of which have been duly authorized by all proper and necessary action of the governing body of the EPCM. EPCM is in compliance with all laws and regulatory requirements to which they are subject. L. EPCM executes this Agreement as a free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of Owner or any other party. M. This Agreement is a valid, binding and enforceable obligation of EPCM, and does not violate any law, rule, regulation, contract or agreement otherwise enforceable by or against EPCM, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the rights of creditors generally. N. EPCM represents that it is in compliance with Sections 287.133(2) and (3), Florida Statutes, which provide that a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. O. EPCM represents that it is in compliance with Section 287.134(2)(a), Florida Statutes, which provides that an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity. ARTICLE 9 – MISCELLANEOUS ________________________________________ 9.01 Exhibits Include: A. Exhibit A, "Design Phase Scope of Work”. B. Exhibit B, "Permits and Approvals”. C. Exhibit C, "Preliminary Design Package". D. Exhibit D, "Responsibilities of the Owner" . E. Exhibit E, "Responsibilities of the Owner’s Engineer". F. Exhibit F, "Project Schedule". G. Exhibit G, “EPCM Compensation”. H. Exhibit H, “GMP Proposal Format”.

Agreement for Design Phase Services 16

I. Exhibit I, “EPCM Designated Subcontractors”. J. Exhibit J, “General Terms and Conditions”. K. Exhibit K, “Supplementary Conditions”. L. Exhibit L, “Insurance and Bonds”. M. Exhibit M, “Open Book Criteria and Requirements” N. Exhibit N, “Construction Phase Services Agreement”. 9.02 Total Agreement A. This Agreement together with the Exhibits identified in paragraph 9.01 constitutes the entire agreement between Owner and EPCM and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, or modified by a duly executed written instrument. 9.03 Waiver of Jury Trial TO THE EXTENT PERMITTED BY APPLICABLE LAW, EPCM AND OWNER HEREBY ACKNOWLEDGE AND AGREE THAT ANY AND ALL CLAIMS ARISING OUT OF, CONNECTED WITH, OR RELATING TO THIS AGREEMENT OR THE RELATIONSHIP CREATED HEREBY ARE MATTERS WHICH, IF ADJUDICATED, SHOULD BE ADJUDICATED BY A COURT WITHOUT A JURY. THEREFORE, THE PARTIES HEREBY WAIVE A TRIAL BY A JURY. NEITHER OWNER NOR EPCM OR ANY SUCCESSOR THEREOF SHALL SEEK A TRIAL BY JURY IN ANY ACTION OR PROCEEDING (WHETHER AT LAW OR IN EQUITY, WHETHER DIRECT OR COLLATERAL, WHETHER IN CONTRACT OR IN TORT) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE RELATIONSHIP CREATED HEREBY. NEITHER OWNER NOR EPCM SHALL SEEK TO CONSOLIDATE ANY ACTION OR PROCEEDING IN WHICH TRIAL BY JURY HAS BEEN WAIVED WITH ANY OTHER ACTION OR PROCEEDING IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH CANNOT BE AND HAVE NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE PARTIES AND THEIR RESPECTIVE ATTORNEYS AND THE PROVISIONS HEREOF SHALL BE SUBJECT TO NO EXCEPTIONS. OWNER AND EPCM ACKNOWLEDGE AND AGREE THAT NO ONE, INCLUDING, WITHOUT LIMITATION, OWNER’S AGENTS OR CONTRACTORS, HAS REPRESENTED THAT THE PROVISIONS OF THIS PARAGRAPH OR OF ANY OTHER PARAGRAPH OF THIS AGREEMENT WILL NOT BE FULLY ENFORCED. 9.04 Prohibition Against Contingent Fees A. EPCM warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the EPCM to solicit or secure this Agreement and that EPCM has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for EPCM any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of this Agreement. [Remainder of Page Intentionally Left Blank]

Agreement for Design Phase Services 1

IN WITNESS WHEREOF, the parties hereto have executed this Design Phase Services Agreement on this _____ day of _________, 2009. EPCM By: ___________________________ Name: ___________________________ Title: ___________________________ ATTEST: TAMPA BAY WATER, A REGIONAL WATER SUPPLY AUTHORITY By: ___________________________ By: _________________________ Gerald J. Seeber Mark Sharpe General Manager Chair APPROVED AS TO FORM: ______________________________ Office of the General Counsel

Exh A-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit A – Design Phase Scope of Work

A.1 EPCM Design Phase Scope of Services The following Design Phase Scope of Services represents a summary of the work activities that will be completed during the Design Phase of the Lithia Hydrogen Sulfide Removal Facility (HSRF). These work activity descriptions shall not be considered as all-inclusive. The summary descriptions represent a general guideline for the work that the top ranked EPCM will follow in the development of a detailed scope of work. The EPCM will be responsible for the development of the detailed scope of work during the negotiation of the fees for the EPCM Agreement for Design Phase Services. A1.1 Design Management Services Design Management Services represents the management and administration of the EPCM’s Design Phase Services Agreement obligations including but not limited to the following: provide all requisite insurance requirements; utilize licensed professional personnel for the type of services required to complete the Design Phase of the project, as required by applicable laws and rules of the State of Florida and Hillsborough County; development and updating a project management plan that includes design phase quality control procedures; management of subcontractors (contracts and insurance); preparation of invoices; preparation of miscellaneous submittals to the Owner and/or Owner’s Engineer, and any requests for information and/or clarifications, etc. A1.2 Prepare Design Package Prepare Design Package to include complete engineering drawings, typical details, procurement packages, and technical specifications for the Lithia HSRF project including a high service pump station and associated chemical feed systems, that will enable the open book bidding process required to establish the GMP proposal. The design package will be assembled by the EPCM in a manner that provides sufficient technical design information for prequalified contractors and equipment vendors to prepare competitive bids. The design package is to be completed to a level consistent with the industry standard for a design-bid-build delivery method so that if the EPCM fails to negotiate an acceptable GMP, Tampa Bay Water can directly utilize the design package to solicit a competitive bid(s) for the entire project. The EPCM design team shall include all necessary professional services to acquire the requisite technical and scientific data (i.e. survey, geotechnical, permit related, etc.) to complete the project design. The design package must include signed and sealed design documents (drawings and specifications) sufficient to obtain all required permits and approvals for construction of the Lithia HSRF project.

Exh A-2

A1.3 Design Compliance Review Design Compliance Review will include preparation of design information memorandums (e.g. hydraulic profile, basis of process design, life cycle cost evaluation, etc.), discipline design and milestone based workshops (e.g. civil, process, mechanical, electrical and instrumentation/control at 60%, 90%, and 100% complete), plus periodic meetings with the Owner’s Engineer to validate that the prescriptive and performance design requirements are being met. A1.4 Project Schedule Project Schedule requirements will include developing a total project schedule defining key inter-project relationships along with milestone dates between the design phase and the construction phase using approved scheduling software. Monthly monitoring, updating and reporting of the project schedule will be required to demonstrate an efficient and time conscious delivery of the project. A1.5 Project Budget Reporting Project Budget Reporting will include the EPCM’s preparation of a project budget monitoring protocol to provide monthly updates on the status of the following financial attributes of the project: updated cash flow projections for the Design Phase services and updated estimated construction costs of the project relative to the budgeted target costs along with any changes in the projected life cycle costs resulting from design decisions and/or changes. A1.6 Permitting Permitting requirements for the EPCM will include the identification and completeness determination of all permits and approvals required to design, construct, and operate the project. Permit completeness determination includes but is not limited to the following tasks: develop a permitting schedule; generating and/or assembling associated requisite technical and scientific data/documents; application preparations and submittals; permit fees; meeting attendance; responses to Requests for Additional Information (RAI’s); and development of requisite permit compliance and monitoring programs along with the redesign activities necessary to achieve permit acquisition. A detailed schedule shall be prepared for all critical path permitting activities through issuance and will include as a minimum: pre-permit data assembly, permit applications, meeting attendance with regulatory agency staff, response to RAI’s, and any subsequent support activities through the issuance of Proposed Agency Action by each respective permitting agencies. The Owner’s Engineer will provide assistance with coordination of meetings, review of Primary Environmental Permit Applications, and provide liaison with host member governments. All permits required to achieve approval to construct the facility will be considered critical and shall be acquired prior to the GMP development and negotiations. A1.7 Constructability and Life Cycle Cost Review Constructability and Life Cycle Cost Review will be completed on the project documents at 60% and 100% completion of project design. These reviews will be coordinated with the Owner’s Engineer and the results/recommendations presented to Tampa Bay Water staff for approval.

Exh A-3

A1.8 GMP Preparation GMP Preparation will at the latest, commence upon the acquisition of permit completion determination and will include the costs developed through an open book bidding of all work packages for the project construction (equipment, materials and services) with the exclusion of any sole sourced equipment as defined during the design of the project. The EPCM may choose to perform some preliminary aspects of the GMP preparation prior to the acquisition of the permits completeness determination however, the formal bidding process will not start until the completeness determination has been established by Tampa Bay Water and the Owner’s Engineer. Tampa Bay Water requires competitive bidding and open book review for procurement of all major components of the work with the intent to award to the lowest responsive responsible bidders. For the components of the project the EPCM may want to self-perform, the EPCM will need to identify the scope of work intended to be self-performed and solicit subcontractor bids for that scope. The GMP will include the preparation of documents to support the sales tax exempt purchase of equipment and materials that will be selected as candidates for the Owner Direct Purchase (ODP) Program during the design under joint agreement between the EPCM and Tampa Bay Water. The GMP will also include EPCM’s overhead costs and margin for all work under the Construction Phase Services Agreement, as described in the following outline of EPCM Construction Services as well as any contingency allowances, including the owner’s allowance. A1.9 GMP Negotiation GMP negotiations, if successful will result in the execution of the EPCM Agreement for the Construction Phase Services.

Exh B-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit B – Permits and Approvals B.1 Permits and Approvals EPCM shall be responsible for obtaining all permits and approvals, including without limitation those listed below:

Permit Agency / Type Owner’ Engineer (OE) and/or Tampa

Bay Water EPCM

Submittal Target

Milestone

Primary Environmental Permits SWFWMD - Environmental Resource Permit, Standard General

Notify, coordinate and meet with host member government as per Inter-local Agreement, review application and submittal content, monitor application submittal and response(s) to SWFWMD, attend pre-application meeting(s)

Manage the permit application submittal. Request official wetlands determination (prepare application request and attend field meeting), conduct pre-application meeting(s)Prepare content of application by contract date, and respond to requests for additional information by contract date. Deliver application content/additional information To SWFWMD.

TBD

Army Corp of Engineers (ACOE) - Section 404 - Wetlands (1)

Notify, coordinate and meet with host member government as per Inter-local Agreement, review application and submittal content, monitor application submittal and response(s) to ACOE, attend pre-application(s) meetings.

Manage the permit application submittal. Conduct pre-application meeting(s), prepare content of application by contract date, and respond to requests for additional information by contract date. Deliver application content/additional information to ACOE.

TBD

Exh B-2

Other Permits

Florida Fish and Wildlife Conservation Commission (FFWCC) - Standard Gopher Tortoise Relocation Permit Application

Review application and submittal content, monitor application submittal and response(s) to FFWCC, attend pre-application(s) and/or site meetings.

Manage the permit application submittal. Conduct site investigation for threatened or endangered species, verify the presence of gopher tortoises, meet with FFWCC representative to confirm burrow locations, prepare and submit application to FFWCC, respond to requests for additional information.

Hillsborough County Planning &Growth Management (HCP GM) - Site Development Permit

Review application and submittal content, monitor application submittal and response(s) to HCP&GM.

Manage the permit application submittal. Prepare pre-application request package, conduct pre-application meeting(s), identify reviewing departments and submittal requirements, Prepare content of application by contract date, and respond to requests for additional information by contract date. Deliver application content/additional information to HCP&GM.

TBD

HCP GM - Conditional Use Approval (2)

Review application content and conditional use request, attend pre-application meeting, monitor application submittals.

Manage the permit application submittal. Prepare pre-application request package, conduct pre-application meeting with zoning department representatives, identify conditional use requirements, prepare conditional use request, send out notifications to property owners, attend public hearing, obtain conditional use approval.

TBD

Hillsborough County Environmental Protection Commission (EPC)- Misc. Activities in Wetlands (3)

Review application content, attend pre-application meeting(s), monitor application submittal and response to EPC.

Manage the permit application submittal. Prepare request for wetlands delineation, conduct field meeting with EPC representative, survey confirmed wetland boundary, provide signed and sealed wetland survey to EPC, conduct pre-application meeting, prepare content of application by contract date, and respond to requests for additional information by contract date. Deliver application content/additional information to EPC.

TBD

Exh B-3

Florida Department of Environmental Protection (FDEP) - Construction of Potable Water System (PWS) Components

Attend pre-application meeting, review application content and submittals, monitor application submittal and response(s) to FDEP.

Manage the permit application submittal. Conduct pre-application meeting(s), prepare content of application by contract date, and respond to requests for additional information by contract date. Deliver application content/additional information to FDEP.

TBD

FDEP - Certification and Request for Clearance to Place System into Operation

Review application content and submittals, monitor application submittal and response(s) to FDEP.

Manage the permit application submittal. Prepare content of application by contract date, and respond to requests for additional information by contract date. Deliver application content/additional information to FDEP.

TBD

FDEP - NOI to use Generic Permit for Stormwater Discharge

Review application content and submittals, monitor application submittal and response(s) to FDEP.

Manage the permit application submittal. Prepare content of application by contract date, and respond to requests for additional information by contract date. Deliver application content/additional information to FDEP.

TBD

FDEP/ Hillsborough County Health Department - Connection to a Potable Water System

Review application content and submittals, monitor application submittal and response(s) to Hillsborough County Health Department

Manage the permit application submittal. Prepare content of application by contract date, and respond to requests for additional information by contract date. Deliver application content/additional information to Hillsborough County Health Department.

TBD

Hillsborough County Health Department Septic System Permit

Review application content and submittals, monitor application submittal and response(s) to Hillsborough County Health Department

Manage the permit application submittal. Prepare content of application by contract date, and respond to requests for additional information by contract date. Deliver application content/additional information to Hillsborough County Health Department.

TBD

Hillsborough County Fire Department - Storage of Hazardous Materials

Review application content and submittals, monitor application submittal and response(s) to Hillsborough County Fire Department.

Manage the permit application submittal. Prepare content of application by contract date, and respond to requests for additional information by contract date. Deliver application content/additional information to Hillsborough County Fire Department.

TBD

Exh B-4

Hillsborough County Building Permit

Review application content and submittals, monitor application submittal and response(s) to Hillsborough County Building Department.

Manage the permit application submittal. Prepare content of application by contract date, and respond to requests for additional information by contract date. Deliver application content/additional information to Hillsborough County Building Department.

TBD

FDEP/EPC - Air Quality Permit Exemption (4)

Review application content, monitor application submittal and response(s) to EPC.

Manage the permit application submittal. Prepare content of application by contract date, and respond to requests for additional information by contract date. Deliver application content/additional information to EPC.

TBD

FDEP/EPC - Fuel Storage Tank

Review application content and submittals, monitor application submittal and response(s) to EPC.

Manage the permit application submittal. Prepare content of application by contract date, and respond to requests for additional information by contract date. Deliver application content/additional information to EPC.

TBD

Other Permits? Review application content and submittals, monitor application submittal and response(s).

Manage the permit application submittal. Prepare content of application by contract date, and respond to requests for additional information by contract date. Deliver application content/additional information.

TBD

Notes 1. ACOE will have an opportunity to review the site and SWFWMD permit submittal; however it is not known if a Section 404 permit will be required. 2. The Hillsborough Zoning Department will be provided a review of the proposed facility; however a conditional use approval may not be needed.3. A request for wetland delineation will not be required if a SWFWMD determination is conducted first. This will be dependent on the agencies schedules. 4. An air quality permit is not anticipated to be needed to construct or operate the project unless needed for standby generators.

Exh C-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit C – Preliminary Design Package C.1 Preliminary Design Package The Request for Proposal (RFP) includes a Preliminary Design Package (PDP) as Attachment D that defines a preliminary basis of design the EPCM is required to incorporate into the final Lithia Hydrogen Sulfide Removal Facility (HSRF) design. The RFP - PDP (Attachment D) will be included in the EPCM Agreement for Design Services as Part I of this Exhibit C - Preliminary Design Package, to represent the baseline design requirements for the Lithia HSRF project. Exhibit C of the EPCM Agreement for Design Services will also include key elements (e.g. Part 4 - Proposal Format and Content, Section 3 - Design Phase Services Approach and Project Understanding) of the selected EPCM’s Proposal as Part II along with a Part III that will represent the defined components from Parts I and II that will become the basis of design upon which the design phase scope of services will be negotiated. C.2 Part I - RFP- PDP The PDP developed for the Lithia HSRF RFP is based on the pilot plant results and treatment process recommendations from Tampa Bay Water’s system engineer. The PDP is comprised of three separate components defined as: Schedule A - PDP Narrative; B - PDP Drawings; and C - Technical Specifications and Typical Details. All three schedules have been included as Attachment D of the Request for Proposal (RFP) and will become Part I of Exhibit C to the EPCM Agreement for Design Phase Services. C.1.1 - Purpose of RFP - PDP

The RFP - PDP provides a functional basis of design that includes preliminary design drawings, details, and engineering specifications to define the prescriptive elements of the Lithia HSRF as well as the performance-based requirements for the process treatment train. The purpose of the RFP - PDP is to provide shortlisted EPCM firms the following information for the Lithia Hydro HSRF Project:

1. Narrative description of the project components;

2. Proposed technical basis of design;

3. Proposed design and construction schedules;

4. Estimated construction costs;

5. Estimated annual operating costs for the PDP design;

6. Definition of construction sequence constraints;

Exh C-2

7. Non-technical requirements; and

8. Supplemental requirements for permitting, start-up, commissioning, and acceptance testing.

C.3 Part II - Selected EPCM Proposal

As a minimum, Section 3 (Design Phase Services Approach and Project Understanding) of the selected EPCM’s proposal will be included as Part II of Exhibit C for the purpose of documenting the proposed modifications and/or enhancements or alternative design approach to the RFP - PDP along with the technical rationale and associated supporting benefits of the proposed improvements.

C.4 Part III - Negotiated PDP The negotiated PDP is to be a summary document that represents the resultant combination of the RFP - PDP and the selected EPCM’s proposed modification and/or enhancement to the RFP - PDP or alternative design approach that is recognized by Tampa Bay Water as worthy of being including in the final Lithia HSRF design. The selected EPCM will be responsible for the preparation of the negotiated PDP during negotiations of the design phase scope of services. The negotiated PDP must include references to any modifications of the RFP - PDP baseline requirements along with a detailed listing of those specific elements in the basis of design that have been modified and/or enhanced or for which Tampa Bay Water has adopted a substitute approach. The negotiated PDP will become the basis for which Exhibit A - Design Phase Scope of Work and Exhibit G - EPCM Compensation will be developed.

Exhibit D-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit D – Responsibilities of the Owner D.1 Responsibilities Of The Owner The owner’s responsibilities during the Design Phase of the Project are defined in Exhibit J, General Terms and Conditions of the Design Phase Services Agreement, Article 8 - Owner’s Responsibilities.

Exh E-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit E – Responsibilities of Owner’s Engineer E.1 Owner’s Engineer Design Phase Services The following is the scope of services provided by the Owner’s Engineer during the EPCM Design Phase. E1.1 EPCM Contract Administration During Design Phase • Monthly Payment Processing.

• Change Order Management.

• Progress Meeting Administration -The Owner’s Engineer will attend requisite EPCM progress meetings as Tampa Bay Water’s representative.

• Schedule Review.

• Project Budget Reports - tracking EPCM estimated project costs.

E1.2 Design Review • Review of design submittals and drawings relative to compliance to Design Criteria

Package.

• Facilitate Owner’s and system engineer input into the overall design.

• Participate in design review workshops to be conducted by the EPCM.

• Participate in constructability review workshop to be conducted by EPCM.

• Participate in life cycle cost review workshop to be conducted by EPCM.

E1.3 Notification of Deviations • Provide Tampa Bay Water with comments and recommendations regarding any deviations

from design criteria package or RFP requirements.

• Meet with Tampa Bay Water to confirm directions to be forwarded to EPCM.

• Maintain a design decision log with all schedule and cost implications forwarded to Tampa Bay Water.

E1.4 EPCM Permitting Support • Assist the EPCM with the development of a detailed schedule of supportive activities; permit

applications and meetings needed for the EPCM to acquire all permits required for the successful completion of the project. Provide comment on the collection of permit application support data by the EPCM team in accordance with their designated target dates, preview application forms prior to submittal, and assist in coordinating necessary

Exh E-2

meetings between regulatory agencies, Tampa Bay Water and host member governments. Monitor and assist the EPCM team through final permitting of the project including suggestions on how to respond to Requests for Additional Information (RAI’s) from the permitting agencies.

E1.5 Liaison with Hillsborough County • Act as liaison to Hillsborough County and Hillsborough County EPC for all Primary

Environmental Permit obligations.

E1.6 Liaison with Hillsborough County Utilities • Act as a liaison to Hillsborough County Water Resource Services for final yard piping layout

and updated shutdown and commissioning schedule including water quality testing etc.

E1.7 Liaison with SWFWMD • Act as liaison to SWFWMD for all Primary Environmental Permit obligations.

E1.8 Liaison with FDEP for Potable Water System (PWS) Permits • Act as liaison to FDEP regarding requirements for the Permit to Construct PWS Facilities

and Permit to Operate PWS Facilities.

E1.9 Negotiations of GMP • Assist Tampa Bay Water with negotiation of “Open Book” GMP to follow completion of

Design Phase.

• Review GMP proposal including 100% design to verify it is compliant with RFP requirements.

• Provide back-up cost data to support “Fair Price” associated with final GMP.

• Issue a recommendation to Tampa Bay Water for their acceptance of the GMP.

E1.10 Limitations on Owner’s Engineer Responsibilities • The Owner’s Engineer shall not supervise, direct, or have control or authority over, nor be

responsible for, EPCM’s means, methods, techniques, sequences, or procedures of design and/or construction, or the safety precautions and programs incident thereto, or for any failure of EPCM to comply with Laws and Regulations applicable to the performance of the Work. Owner’s Engineer will not be responsible for EPCM’s failure to perform the Work in accordance with the Contract Documents.

Exh F-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit F – Project Schedule F.1 Project Schedule

Project schedule requirements for the Design Phase will include developing a total project schedule defining key inter-project relationships along with milestone dates between the design phase and the construction phase using approved scheduling software. Monthly monitoring, updating, and reporting of the project schedule will be required to demonstrate an efficient and time conscious delivery of the project.

The project milestone dates shown in Table F.1 are provisional dates based on tentative early finish and late finish design schedules that are included in the Appendix to this Exhibit (PDF format). Both of these schedules commence with the same notice to proceed (NTP) date for the design immediately following the tentative December 2009 approval of the EPCM Agreement for Design Services by the Tampa Bay Water Board of Directors. In light of potential unforeseen delays in the NTP, the critical milestone dates that pertain to the bonus and liquidated damages as defined in Attachment C (EPCM Agreement for Design Phase Services, Article 3.02 Time for Completion), for the Agreement for Design Phase Services are presented in the foot notes as calendar days after NTP. It is important to note that the critical path for both project schedules includes the same target date in April 2010 for the approval of the Environmental Resource Permit (ERP) application by the Tampa Bay Water Board of Directors. The Tampa Bay Water Board of Directors meet six times per year. Agenda items are finalized 14 calendar days prior to each board meeting. The EPCM contractor is responsible for meeting the deadlines associated with preparing agenda items for Board of Directors approval.

Actual milestone dates for inclusion in the appropriate exhibits will be negotiated with the development of the scope and fees for the EPCM Agreement for Design Services.

Table F.1 Provisional EPCM Design Services Milestone Dates Milestones Tentative Early Finish Tentative Late Finish

Board Approval of EPCM Agreement for Design Phase Services

Dec 21, 2009 Dec 21, 2009

NTP to EPCM Dec 23, 2009 Dec 23, 2009

60 % Design Review Period (includes early review of100% ERP Design Requirements)

Feb 15, 2010 thru

April 19, 2010

Feb 15, 2010 thru

April 19, 2010

Recommended Board Approval of ERP Application

March 31, 2010 March 31, 2010

Exh F-2

Table F.1 Provisional EPCM Design Services Milestone Dates Milestones Tentative Early Finish Tentative Late Finish

Approval of ERP Application on Tampa Bay Water Board of Director’s Meeting Agenda

April 19, 2010 April 19, 2010

90% Design Review Period May 18, 2010 thru

Oct 12, 2010

May 18, 2010 thru

Oct 19, 2010

ERP Approval (Late Finish includes 90 Day Arbitration Period)

Nov 12, 2010 Dec 27, 2010

100% Design Review Period w/all required Permits (including ERP)

Nov 15, 2010 thru

Dec 10, 2010

Nov 28, 2010 thru

Dec 27, 2010(1)

Commence Development w/Open Book Criteria & Negotiation of GMP

Dec 13, 2010 Dec 28, 2010(2)

Recommend Board Approval of EPCM - GMP

Jan 31, 2011 March 28, 2011

Tampa Bay Water Board Approval of EPCM - GMP

Feb 22, 2011 April 18, 2011

Notes: 1. The late finish schedule allows for the 100% design review to have a Finish to Finish relationship with the ERP permit approval under the premise that through the resolution of the arbitration period, the major attributes of the permit requirements would be known to the EPCM well in advance of the permit issuance. 2. The tentative target late finish milestone for the beginning of the GMP development represents the target milestone date from which an earlier “completeness determination” would result in a bonus, or liquidated damages per Attachment C - (EPCM Agreement for Design Phase Services, Article 3.02 Time for Completion). The equivalent late milestone finish date will be 370 calendar days following the NTP date. F.2 Appendices Electronic copies of tentative late and early design schedules are attached to this exhibit. The copies of the tentative schedules represent summary schedules with a majority of the schedule tasks rolled-up into summary tasks with the exception of the EPCM permitting, the 100% design review and associated Negotiations of GMP. The dates provided in Table F.1 were derived from the attached schedules.

ID ext ext Text3 Task Name Duration Start Finish

1 1 Tampa Bay Water Board Approval of ECPM Contract 0 days Mon 12/21/09 Mon 12/21/09

2 2 EPCM NTP 1 day Wed 12/23/09 Wed 12/23/09

3 3 EPCM Design Team Moblization 8 days Thu 12/24/09 Mon 1/4/10

4 4 Project Management 342 days Tue 1/5/10 Wed 4/27/11

5 a Monthly Progress meetings 261 days Wed 1/13/10 Wed 1/12/11

19 Develop Project Cost Model 10 days Tue 2/2/10 Mon 2/15/10

20 b Design Phase Schedule 242 days Tue 2/2/10 Wed 1/5/11

21 Develop Schedule 15 days Tue 2/2/10 Mon 2/22/10

22 Monthly Schedule update 241 days Wed 2/3/10 Wed 1/5/11

35 c Monthly Payment Request 326 days Wed 1/27/10 Wed 4/27/11

52 d Change Order Management 258 days Tue 1/5/10 Thu 12/30/10

53 5 Kick Off Meeting 20 days Mon 12/28/09 Fri 1/22/10

60 6 Preliminary Design Confirmation Activities 50 days Mon 12/28/09 Fri 3/5/10

69 7 EPCM Permitting (w/ Oversight by Owner's Engineer) 319 days Thu 12/31/09 Tue 3/22/11

70 a Wetland Delineation 45 days Tue 1/5/10 Mon 3/8/10

71 Gather Existing Wetland Data 2 wks Tue 1/5/10 Mon 1/18/10

72 Conduct Wetland Field Investigation 1 wk Tue 1/19/10 Mon 1/25/10

73 Prepare Request for Wetlands Delineation (SWFWMD) 1 wk Tue 1/26/10 Mon 2/1/10

74 Review of Delineation Request by TBW and Host Member Government 2 wks Tue 2/2/10 Mon 2/15/10

75 Submit Request to SWFWMD 0 days Mon 2/15/10 Mon 2/15/10

76 Conduct Field Review of Wetlands Boundary w/ SWFWMD 0 days Mon 2/15/10 Mon 2/15/10

77 Conduct Survey of Wetland Boundary 3 wks Tue 2/16/10 Mon 3/8/10

78 Submit signed and sealed survey to SWFWMD 0 days Mon 3/8/10 Mon 3/8/10

79 b Gopher Tortoise Permit 311 days Tue 1/12/10 Tue 3/22/11

80 Conduct Field Investigation (Species of Concern) Identify Gopher Tortoise burrows 2 days Tue 1/12/10 Wed 1/13/10

81 Request/Schedule Field Investigation w/FWC Representative Hold on-site meeting 3 wks Thu 1/14/10 Wed 2/3/10

82 Prepare Gopher Tortoise Relocation Permit. Discuss options w/TBW 3 wks Thu 2/4/10 Wed 2/24/10

83 Submit to TBW /Owner's Engineer for Review 5 days Thu 2/25/10 Wed 3/3/10

84 Submit Permit Applications to FWC 0 days Mon 12/13/10 Mon 12/13/10

85 Respond to Comments 14 wks Tue 12/14/10 Mon 3/21/11

86 Gopher Tortoise Permit Issued ( only good for 6 months need to be close to Constr. NTP) 1 day Tue 3/22/11 Tue 3/22/11

87 c Survey and Geotechnical Investigation for Design 30 days Tue 1/19/10 Mon 3/1/10

88 Topographic Survey 3 wks Tue 1/19/10 Mon 2/8/10

89 Survey Soil Borings 1 wk Tue 2/2/10 Mon 2/8/10

90 Perform Soil Borings 3 wks Tue 2/9/10 Mon 3/1/10

91 Survey Gopher Tortoise Burrows 1 wk Thu 2/4/10 Wed 2/10/10

92 d Site Plan Layout Stormwater Conceptual Design 37 days Thu 12/31/09 Fri 2/19/10

93 Determine Configuration of Proposed Site layout (coord/w TBW and Hillsborough Co.) 2 wks Thu 12/31/09 Wed 1/13/10

94 Prepare Site Plan 4 wks Thu 1/14/10 Wed 2/10/10

95 Prepare Conceptual Drainage Plan 3 wks Mon 2/1/10 Fri 2/19/10

96 e SWFWMD Enivronmental Resources Permit (ERP) - Primary Environmental Permit 221 days Fri 2/19/10 Mon 12/27/10

97 Request Pre-application meeting w/SWFWMD 0 days Fri 2/19/10 Fri 2/19/10

98 Notify Host Member Government (at least 3 days prior to meeting) 0 days Tue 3/16/10 Tue 3/16/10

99 Attend pre-application meeting w/SWFWMD & Issue Meeting Minutes 1 wk Mon 3/22/10 Fri 3/26/10

100 Prepare Draft ERP Application and submit to Tampa Bay Water/Owner's Engineer 5 days Mon 2/22/10 Fri 2/26/10

101 Tampa Bay Water/Owners' Engineer review & comment 5 days Mon 3/1/10 Fri 3/5/10

102 EPCM to revise ERP application and resubmit to Tampa Bay Water/Owner's Engineer 5 days Mon 3/8/10 Fri 3/12/10

103 Submit Draft ERP application to Hillsborough County for host member agency approval 2 wks Mon 3/15/10 Fri 3/26/10

104 Revise ERP application and resubmit to Tampa Bay Water/Owner's Engineer 5 days Mon 3/29/10 Fri 4/2/10

105 Recommendation ERP application to Tampa Bay Water Board for approval 0 days Wed 3/31/10 Wed 3/31/10

106 Tampa Bay Water Board Approval to submit application 0 days Mon 4/19/10 Mon 4/19/10

107 Potential Arbitration Period (4-12 wks) 12 wks Tue 4/20/10 Mon 7/12/10

108 Submit ERP to SWFWMD for review 5 days Tue 7/13/10 Mon 7/19/10

109 SWFWMD for review 4 wks Tue 7/20/10 Mon 8/16/10

110 Receive SWFWMD response letter 0 days Mon 8/16/10 Mon 8/16/10

111 EPCM to prepare response w/ oversight by Owner's Engineer 3 wks Tue 8/17/10 Mon 9/6/10

112 SWFWMD Review and Processing of ERP Application (12-16 wks) 16 wks Tue 9/7/10 Mon 12/27/10

113 ERP Permit Issued 0 days Mon 12/27/10 Mon 12/27/10

114 f Army Corp Of Engineers - Section 404 Permit - Primary Environmental Permit 25 days Mon 2/22/10 Mon 3/29/10

115 Contact ACOE to determine jurisdiction and if Req'd Request Pre-application Meeting 0 days Mon 2/22/10 Mon 2/22/10

116 Notify Host Member Government (at least 3 day prior to meeting) 0 days Mon 3/8/10 Mon 3/8/10

117 Attend pre-application meeting w/ ACOE Issue Meeting Minutes 1 wk Tue 3/23/10 Mon 3/29/10

118 g Hillsborough County P&GM Site Plan Approval 40 days Thu 2/25/10 Wed 4/21/10

119 Prepare request with attachments for pre-application meeting. Submit to HC P&GM 4 wks Thu 2/25/10 Wed 3/24/10

120 Attend Pre-application meeting & Prepare Meeting Minutes 1 wk Thu 3/25/10 Wed 3/31/10

121 Schedule and attend meeting with zoning Department as required 2 wks Thu 3/25/10 Wed 4/7/10

122 Prepare Site Plan submittal 5 days Thu 4/8/10 Wed 4/14/10

E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B MJanuary February March April May June July August September October November December January February March April2010 2011

Task

Critical Task

Progress

Milestone

Summary

Rolled Up Task

Rolled Up Critical Task

Rolled Up Milestone

Rolled Up Progress

Split

External Tasks

Project Summary

Group By Summary

Deadline

Litha Hydrogen Sulfide Removal FacilityOwner's Engineer - Carollo Engineers PC

Preliminary EPCM Design Schedule (Late Delivery 4-18-11 NTP)June 3, 2009

C:\Documents and Settings\JRussell\Desktop\Lithia\PDP\Schedules\Lithia PDP Design Sched 6-3 Ex F1(LDS 4-18-11).mpp Page 1

Project: Lithia PDP Design Sched 4-25Date: Wed 6/3/09

ID ext ext Text3 Task Name Duration Start Finish

123 Site Plan approved 1 wk Thu 4/15/10 Wed 4/21/10

124 Hillsborough County Conditional Use Permit Approval 47 days Thu 4/22/10 Fri 6/25/10

125 Prepare Conditional use application 2 wks Thu 4/22/10 Wed 5/5/10

126 Mail notices to property owners 1 day Thu 5/6/10 Thu 5/6/10

127 Attend Public Hearing 1 day Fri 6/11/10 Fri 6/11/10

128 Conditional Use Permit Granted 10 days Mon 6/14/10 Fri 6/25/10

129 h Hillsborough County Environmental Protection Commission (EPC) Permit 5 days Wed 3/24/10 Wed 3/31/10

130 Schedule pre-application meeting 0 wks Wed 3/24/10 Wed 3/24/10

131 Attend pre-application meeting & prepare meeting minutes 1 wk Thu 3/25/10 Wed 3/31/10

132 I FDEP Permits 55 days Wed 2/24/10 Tue 5/11/10

133 Schedule and attend pre-application meeting. 1 wk Wed 2/24/10 Tue 3/2/10

134 Prepare Meeting Minutes 1 wk Wed 3/3/10 Tue 3/9/10

135 Submit Permit applications 5 days Wed 3/10/10 Tue 3/16/10

136 Receive Permit Approval 8 wks Wed 3/17/10 Tue 5/11/10

137 8 EPCM Design 230 days Tue 1/5/10 Mon 11/22/10

138 a 60% Design Completion 65 days Tue 1/5/10 Mon 4/5/10

139 I Process / General Sheets 20 days Tue 1/5/10 Mon 2/1/10

148 ii Civil 29 days Tue 1/12/10 Fri 2/19/10

161 iii Electrical 34 days Tue 2/2/10 Fri 3/19/10

172 iv Instrumentation 56 days Mon 1/18/10 Mon 4/5/10

173 Develop SCADA Design Interface Design 26 days Mon 1/18/10 Mon 2/22/10

177 Process Instrumentation Design 30 days Tue 2/23/10 Mon 4/5/10

183 Security and Fire Alarm Design 15 days Tue 2/16/10 Mon 3/8/10

188 v Mechanical 41 days Mon 1/25/10 Mon 3/22/10

200 vi Structural 31 days Mon 2/15/10 Mon 3/29/10

207 vii Architectural 20 days Mon 1/18/10 Fri 2/12/10

210 viii Constructability Review at 60% Design completion 10 days Tue 4/6/10 Mon 4/19/10

211 ix Project Budget Review ( update cost model) 20 days Tue 3/9/10 Mon 4/5/10

212 b 90% Design Completion 131 days Tue 4/20/10 Tue 10/19/10

213 I Process/General Sheets 20 days Tue 4/20/10 Mon 5/17/10

222 ii Civil 65 days Tue 5/18/10 Mon 8/16/10

235 iii Electrical 55 days Tue 5/18/10 Mon 8/2/10

246 iv Instrumentation 60 days Tue 4/20/10 Mon 7/12/10

247 Finalize SCADA Design Interface Design 20 days Tue 4/20/10 Mon 5/17/10

251 Process Instrumentation Design 35 days Tue 5/18/10 Mon 7/5/10

257 Security and Fire Alarm Design 60 days Tue 4/20/10 Mon 7/12/10

262 v Mechanical 55 days Tue 4/27/10 Mon 7/12/10

274 vi Structural 65 days Tue 6/22/10 Mon 9/20/10

281 vii Architectural 25 days Tue 5/18/10 Mon 6/21/10

284 viii Qaulity Control Review 105 days Tue 5/18/10 Mon 10/11/10

292 ix Submittal to permitting agencies 21 days Tue 9/21/10 Tue 10/19/10

297 x Project Budget Review @ 90%( update cost model) 10 days Tue 9/21/10 Mon 10/4/10

298 xi Meetings to review design review agency comments 7 days Mon 10/11/10 Tue 10/19/10

303 c 100% Design Completion 20 days Tue 10/26/10 Mon 11/22/10

311 9 Design Review with Tampa Bay Water 256 days Mon 1/4/10 Mon 12/27/10

312 a Review of Kick Off Meeting Materials 5 days Mon 1/4/10 Fri 1/8/10

313 b Participate in Kick off meeting 1 day Fri 1/15/10 Fri 1/15/10

314 c Review of PDR Relative to Compliance to PDP 5 days Mon 3/8/10 Fri 3/12/10

315 d Participate in WS #1 1 day Mon 3/15/10 Mon 3/15/10

316 e Review of 60 % Design Package 46 days Mon 2/15/10 Mon 4/19/10

326 f Response to Notification of Deviations at 60% design review 10 days Tue 4/20/10 Mon 5/3/10

327 g Review of 90 % Design Package 111 days Tue 5/18/10 Tue 10/19/10

337 h Response to Notification of Deviations at 90% design review 10 days Tue 10/12/10 Mon 10/25/10

338 I Review of 100% Design w/ all necessary permits at "completeness determination" 15 days Tue 11/23/10 Mon 12/13/10

339 j Response to Notification of Deviations at 100% design review 10 days Tue 12/14/10 Mon 12/27/10

340 k Design Review Workshops Attendance 32 days Fri 3/5/10 Mon 4/19/10

341 I Design Review Workshop #2 - Process and Intrumentation 1 day Mon 4/19/10 Mon 4/19/10

342 ii Design Review Workshops #3 - Civil and Architectural Desgin 1 day Fri 3/5/10 Fri 3/5/10

343 iii Design Review Workshops #4 - Mechanical and Electrical Design 1 day Mon 4/12/10 Mon 4/12/10

344 10 Negotiations of GMP 120 days Tue 11/2/10 Mon 4/18/11

345 a EPCM Prequalification of Subcontractors and Suppliers 35 days Tue 11/2/10 Mon 12/20/10

346 b "Open Book Criteria" bidding for GMP Development (following 100% design w/ permits acquired ) 25 days Tue 12/28/10 Mon 1/31/11

347 c Develop Scope and Costs for Construction Phase Services and Final GMP Negotiations 25 days Tue 2/1/11 Mon 3/7/11

348 d Prepare Exhibits and EPCM Construction Phase Contract based on Negotiated GMP 14 days Tue 3/8/11 Fri 3/25/11

349 e Recommendatiion for Board approval of EPCM GMP 1 day Mon 3/28/11 Mon 3/28/11

350 f Board Approval of EPCM GMP 0 days Mon 4/18/11 Mon 4/18/11

E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B MJanuary February March April May June July August September October November December January February March April2010 2011

Task

Critical Task

Progress

Milestone

Summary

Rolled Up Task

Rolled Up Critical Task

Rolled Up Milestone

Rolled Up Progress

Split

External Tasks

Project Summary

Group By Summary

Deadline

Litha Hydrogen Sulfide Removal FacilityOwner's Engineer - Carollo Engineers PC

Preliminary EPCM Design Schedule (Late Delivery 4-18-11 NTP)June 3, 2009

C:\Documents and Settings\JRussell\Desktop\Lithia\PDP\Schedules\Lithia PDP Design Sched 6-3 Ex F1(LDS 4-18-11).mpp Page 2

Project: Lithia PDP Design Sched 4-25Date: Wed 6/3/09

ID ext ext Text3 Task Name Duration Start Finish

1 1 Tampa Bay Water Board Approval of ECPM Contract 0 days Mon 12/21/09 Mon 12/21/09

2 2 EPCM NTP 1 day Wed 12/23/09 Wed 12/23/09

3 3 EPCM Design Team Moblization 8 days Thu 12/24/09 Mon 1/4/10

4 4 Project Management 252 days Tue 1/5/10 Wed 12/22/10

5 a Monthly Progress meetings 236 days Wed 1/13/10 Wed 12/8/10

18 Develop Project Cost Model 10 days Tue 2/2/10 Mon 2/15/10

19 b Design Phase Schedule 217 days Tue 2/2/10 Wed 12/1/10

20 Develop Schedule 15 days Tue 2/2/10 Mon 2/22/10

21 Monthly Schedule update 216 days Wed 2/3/10 Wed 12/1/10

33 c Monthly Payment Request 236 days Wed 1/27/10 Wed 12/22/10

46 d Change Order Management 236 days Tue 1/5/10 Tue 11/30/10

47 5 Kick Off Meeting 20 days Mon 12/28/09 Fri 1/22/10

48 a Kick Off Meeting Preparation 5 days Mon 12/28/09 Fri 1/1/10

49 Prepare presentation on EPCM Design Approach 5 days Mon 12/28/09 Fri 1/1/10

50 Prepare Presentation on EPCM Permitting Strategy 5 days Mon 12/28/09 Fri 1/1/10

51 b Coordinate Agenda and Meeting material distribution for advanced review 5 days Mon 1/4/10 Fri 1/8/10

52 c Project Kick off Meeting 1 day Fri 1/15/10 Fri 1/15/10

53 d Meeting notes preparation and distribution 5 days Mon 1/18/10 Fri 1/22/10

54 6 Preliminary Design Confirmation Activities 50 days Mon 12/28/09 Fri 3/5/10

55 a Develop Proposed Basis of Design (BOD) Criteria 15 days Mon 12/28/09 Fri 1/15/10

56 b Coordinate WS #1 and provide Pre WS#1 materials for advanced review 5 days Mon 1/18/10 Fri 1/22/10

57 c WS#1 materials review period 5 days Mon 1/25/10 Fri 1/29/10

58 d EPCM Presentation Workshop #1 > Proposed BOD 1 day Mon 2/1/10 Mon 2/1/10

59 e Preparation of Draft Preliminary Design Report (PDR 20 days Mon 2/8/10 Fri 3/5/10

60 f Revisions to BOD and Resubmit for Review 5 days Tue 2/2/10 Mon 2/8/10

61 g Meeting to confirm and finalize proposed BOD 1 day Tue 2/16/10 Tue 2/16/10

62 h Finalize BOD and prepare Draft Final PDR 5 days Wed 2/17/10 Tue 2/23/10

63 7 EPCM Permitting (w/ Oversight by Owner's Engineer) 237 days Thu 12/31/09 Fri 11/26/10

64 a Wetland Delineation 45 days Tue 1/5/10 Mon 3/8/10

65 Gather Existing Wetland Data 2 wks Tue 1/5/10 Mon 1/18/10

66 Conduct Wetland Field Investigation 1 wk Tue 1/19/10 Mon 1/25/10

67 Prepare Request for Wetlands Delineation (SWFWMD) 1 wk Tue 1/26/10 Mon 2/1/10

68 Review of Delineation Request by TBW and Host Member Government 2 wks Tue 2/2/10 Mon 2/15/10

69 Submit Request to SWFWMD 0 days Mon 2/15/10 Mon 2/15/10

70 Conduct Field Review of Wetlands Boundary w/ SWFWMD 0 days Mon 2/15/10 Mon 2/15/10

71 Conduct Survey of Wetland Boundary 3 wks Tue 2/16/10 Mon 3/8/10

72 Submit signed and sealed survey to SWFWMD 0 days Mon 3/8/10 Mon 3/8/10

73 b Gopher Tortoise Permit 229 days Tue 1/12/10 Fri 11/26/10

74 Conduct Field Investigation (Species of Concern) Identify Gopher Tortoise burrows 2 days Tue 1/12/10 Wed 1/13/10

75 Request/Schedule Field Investigation w/FWC Representative Hold on-site meeting 3 wks Thu 1/14/10 Wed 2/3/10

76 Prepare Gopher Tortoise Relocation Permit. Discuss options w/TBW 3 wks Thu 2/4/10 Wed 2/24/10

77 Submit to TBW /Owner's Engineer for Review 5 days Thu 2/25/10 Wed 3/3/10

78 Submit Permit Applications to FWC 0 days Wed 8/18/10 Wed 8/18/10

79 Respond to Comments 14 wks Thu 8/19/10 Wed 11/24/10

80 Gopher Tortoise Permit Issued ( only good for 6 months need to be close to Constr. NTP) 1 day Fri 11/26/10 Fri 11/26/10

81 c Survey and Geotechnical Investigation for Design 30 days Tue 1/19/10 Mon 3/1/10

82 Topographic Survey 3 wks Tue 1/19/10 Mon 2/8/10

83 Survey Soil Borings 1 wk Tue 2/2/10 Mon 2/8/10

84 Perform Soil Borings 3 wks Tue 2/9/10 Mon 3/1/10

85 Survey Gopher Tortoise Burrows 1 wk Thu 2/4/10 Wed 2/10/10

86 d Site Plan Layout Stormwater Conceptual Design 37 days Thu 12/31/09 Fri 2/19/10

87 Determine Configuration of Proposed Site layout (coord/w TBW and Hillsborough Co.) 2 wks Thu 12/31/09 Wed 1/13/10

88 Prepare Site Plan 4 wks Thu 1/14/10 Wed 2/10/10

89 Prepare Conceptual Drainage Plan 3 wks Mon 2/1/10 Fri 2/19/10

90 e SWFWMD Enivronmental Resources Permit (ERP) - Primary Environmental Permit 190 days Fri 2/19/10 Fri 11/12/10

91 Request Pre-application meeting w/SWFWMD 0 days Fri 2/19/10 Fri 2/19/10

92 Notify Host Member Government (at least 3 days prior to meeting) 0 days Tue 3/16/10 Tue 3/16/10

93 Attend pre-application meeting w/SWFWMD & Issue Meeting Minutes 1 wk Mon 3/22/10 Fri 3/26/10

94 Prepare Draft ERP Application and submit to Tampa Bay Water/Owner's Engineer 5 days Mon 2/22/10 Fri 2/26/10

95 Tampa Bay Water/Owners' Engineer review & comment 5 days Mon 3/1/10 Fri 3/5/10

96 EPCM to revise ERP application and resubmit to Tampa Bay Water/Owner's Engineer 5 days Mon 3/8/10 Fri 3/12/10

97 Submit Draft ERP application to Hillsborough County for host member agency approval 2 wks Mon 3/15/10 Fri 3/26/10

98 Revise ERP application and resubmit to Tampa Bay Water/Owner's Engineer 5 days Mon 3/29/10 Fri 4/2/10

99 Recommendation ERP application to Tampa Bay Water Board for approval 0 days Wed 3/31/10 Wed 3/31/10

100 Tampa Bay Water Board Approval to submit application 0 days Mon 4/19/10 Mon 4/19/10

101 Potential Arbitration Period (4-12 wks) 0 wks Mon 4/19/10 Mon 4/19/10

102 Submit ERP to SWFWMD for review 5 days Mon 6/28/10 Fri 7/2/10

103 SWFWMD for review 4 wks Mon 7/5/10 Fri 7/30/10

104 Receive SWFWMD response letter 0 days Fri 7/30/10 Fri 7/30/10

105 EPCM to prepare response w/ oversight by Owner's Engineer 3 wks Mon 8/2/10 Fri 8/20/10

106 SWFWMD Review and Processing of ERP Application (12-16 wks) 12 wks Mon 8/23/10 Fri 11/12/10

107 ERP Permit Issued (Key attritribute to Completeness Determination) 0 days Fri 11/12/10 Fri 11/12/10

108 f Army Corp Of Engineers - Section 404 Permit - Primary Environmental Permit 25 days Mon 2/22/10 Mon 3/29/10

109 Contact ACOE to determine jurisdiction and if Req'd Request Pre-application Meeting 0 days Mon 2/22/10 Mon 2/22/10

E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B MJanuary February March April May June July August September October November December January February March April2010 2011

Task

Critical Task

Progress

Milestone

Summary

Rolled Up Task

Rolled Up Critical Task

Rolled Up Milestone

Rolled Up Progress

Split

External Tasks

Project Summary

Group By Summary

Deadline

Litha Hydrogen Sulfide Removal FacilityOwner's Engineer - Carollo Engineers PC

Preliminary EPCM Design Schedule (Early Delivery 2-21-11 NTP)June 3, 2009

C:\Documents and Settings\JRussell\Desktop\Lithia\PDP\Schedules\Lithia PDP Design Sched 6-3 Ex F2(EDS2-21-11).mpp Page 1

Project: Lithia PDP Design Sched 4-25Date: Wed 6/3/09

ID ext ext Text3 Task Name Duration Start Finish

110 Notify Host Member Government (at least 3 day prior to meeting) 0 days Mon 3/8/10 Mon 3/8/10

111 Attend pre-application meeting w/ ACOE Issue Meeting Minutes 1 wk Tue 3/23/10 Mon 3/29/10

112 g Hillsborough County P&GM Site Plan Approval 40 days Thu 2/25/10 Wed 4/21/10

113 Prepare request with attachments for pre-application meeting. Submit to HC P&GM 4 wks Thu 2/25/10 Wed 3/24/10

114 Attend Pre-application meeting & Prepare Meeting Minutes 1 wk Thu 3/25/10 Wed 3/31/10

115 Schedule and attend meeting with zoning Department as required 2 wks Thu 3/25/10 Wed 4/7/10

116 Prepare Site Plan submittal 5 days Thu 4/8/10 Wed 4/14/10

117 Site Plan approved 1 wk Thu 4/15/10 Wed 4/21/10

118 Hillsborough County Conditional Use Permit Approval 47 days Thu 4/22/10 Fri 6/25/10

119 Prepare Conditional use application 2 wks Thu 4/22/10 Wed 5/5/10

120 Mail notices to property owners 1 day Thu 5/6/10 Thu 5/6/10

121 Attend Public Hearing 1 day Fri 6/11/10 Fri 6/11/10

122 Conditional Use Permit Granted 10 days Mon 6/14/10 Fri 6/25/10

123 h Hillsborough County Environmental Protection Commission (EPC) Permit 5 days Wed 3/24/10 Wed 3/31/10

124 Schedule pre-application meeting 0 wks Wed 3/24/10 Wed 3/24/10

125 Attend pre-application meeting & prepare meeting minutes 1 wk Thu 3/25/10 Wed 3/31/10

126 I FDEP Permits 55 days Wed 2/24/10 Tue 5/11/10

127 Schedule and attend pre-application meeting. 1 wk Wed 2/24/10 Tue 3/2/10

128 Prepare Meeting Minutes 1 wk Wed 3/3/10 Tue 3/9/10

129 Submit Permit applications 5 days Wed 3/10/10 Tue 3/16/10

130 Receive Permit Approval 8 wks Wed 3/17/10 Tue 5/11/10

131 8 EPCM Design 224 days Tue 1/5/10 Fri 11/12/10

132 a 60% Design Completion 65 days Tue 1/5/10 Mon 4/5/10

133 I Process / General Sheets 20 days Tue 1/5/10 Mon 2/1/10

142 ii Civil 29 days Tue 1/12/10 Fri 2/19/10

155 iii Electrical 34 days Tue 2/2/10 Fri 3/19/10

166 iv Instrumentation 56 days Mon 1/18/10 Mon 4/5/10

167 Develop SCADA Design Interface Design 26 days Mon 1/18/10 Mon 2/22/10

171 Process Instrumentation Design 30 days Tue 2/23/10 Mon 4/5/10

177 Security and Fire Alarm Design 15 days Tue 2/16/10 Mon 3/8/10

182 v Mechanical 41 days Mon 1/25/10 Mon 3/22/10

194 vi Structural 31 days Mon 2/15/10 Mon 3/29/10

201 vii Architectural 20 days Mon 1/18/10 Fri 2/12/10

204 viii Constructability Review at 60% Design completion 10 days Tue 4/6/10 Mon 4/19/10

205 ix Project Budget Review ( update cost model) 20 days Tue 3/9/10 Mon 4/5/10

206 b 90% Design Completion 126 days Tue 4/20/10 Tue 10/12/10

207 I Process/General Sheets 20 days Tue 4/20/10 Mon 5/17/10

216 ii Civil 65 days Tue 5/18/10 Mon 8/16/10

229 iii Electrical 55 days Tue 5/18/10 Mon 8/2/10

240 iv Instrumentation 60 days Tue 4/20/10 Mon 7/12/10

241 Finalize SCADA Design Interface Design 20 days Tue 4/20/10 Mon 5/17/10

245 Process Instrumentation Design 35 days Tue 5/18/10 Mon 7/5/10

251 Security and Fire Alarm Design 60 days Tue 4/20/10 Mon 7/12/10

256 v Mechanical 55 days Tue 4/27/10 Mon 7/12/10

268 vi Structural 60 days Tue 6/22/10 Mon 9/13/10

275 vii Architectural 25 days Tue 5/18/10 Mon 6/21/10

278 viii Qaulity Control Review of 90% Design 100 days Tue 5/18/10 Mon 10/4/10

286 ix Submittal to permitting agencies 21 days Tue 9/14/10 Tue 10/12/10

291 x Project Budget Review @ 90%( update cost model) 10 days Tue 9/14/10 Mon 9/27/10

292 xi Meetings to review design review agency comments 7 days Mon 10/4/10 Tue 10/12/10

297 c 100% Design Completion 19 days Tue 10/19/10 Fri 11/12/10

305 9 Design Review with Tampa Bay Water 245 days Mon 1/4/10 Fri 12/10/10

306 a Review of Kick Off Meeting Materials 5 days Mon 1/4/10 Fri 1/8/10

307 b Participate in Kick off meeting 1 day Fri 1/15/10 Fri 1/15/10

308 c Review of PDR Relative to Compliance to PDP 5 days Mon 3/8/10 Fri 3/12/10

309 d Participate in WS #1 1 day Mon 3/15/10 Mon 3/15/10

310 e Review of 60 % Design Package 46 days Mon 2/15/10 Mon 4/19/10

320 f Response to Notification of Deviations at 60% design review 10 days Tue 4/20/10 Mon 5/3/10

321 g Review of 90 % Design Package 106 days Tue 5/18/10 Tue 10/12/10

331 h Response to Notification of Deviations at 90% design review 10 days Tue 10/5/10 Mon 10/18/10

332 I Review of 100% Design w/ all necessary permits at "completeness determination" 10 days Mon 11/15/10 Fri 11/26/10

333 j Response to Notification of Deviations at 100% design review 10 days Mon 11/29/10 Fri 12/10/10

334 k Design Review Workshops Attendance 32 days Fri 3/5/10 Mon 4/19/10

335 I Design Review Workshop #2 - Process and Intrumentation 1 day Mon 4/19/10 Mon 4/19/10

336 ii Design Review Workshops #3 - Civil and Architectural Desgin 1 day Fri 3/5/10 Fri 3/5/10

337 iii Design Review Workshops #4 - Mechanical and Electrical Design 1 day Mon 4/12/10 Mon 4/12/10

338 10 Negotiations of GMP 86 days Tue 10/26/10 Tue 2/22/11

339 a EPCM Prequalification of Subcontractors and Suppliers 30 days Tue 10/26/10 Mon 12/6/10

340 b "Open Book Criteria" bidding for GMP Development (following 100% design w/ permits acquired ) 15 days Mon 12/13/10 Fri 12/31/10

341 c Develop Scope and Costs for Construction Phase Services and Final GMP Negotiations 20 days Mon 1/3/11 Fri 1/28/11

342 d Prepare Final Exhibits and EPCM Construction Phase Contract based on Negotiated GMP 15 days Mon 1/31/11 Fri 2/18/11

343 e Recommendatiion for Board approval of EPCM GMP 1 day Mon 1/31/11 Mon 1/31/11

344 f Board Approval of EPCM GMP 0 days Mon 2/21/11 Mon 2/21/11

345 g EPCM NTP for Construction Phase Services 1 day Tue 2/22/11 Tue 2/22/11

E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B MJanuary February March April May June July August September October November December January February March April2010 2011

Task

Critical Task

Progress

Milestone

Summary

Rolled Up Task

Rolled Up Critical Task

Rolled Up Milestone

Rolled Up Progress

Split

External Tasks

Project Summary

Group By Summary

Deadline

Litha Hydrogen Sulfide Removal FacilityOwner's Engineer - Carollo Engineers PC

Preliminary EPCM Design Schedule (Early Delivery 2-21-11 NTP)June 3, 2009

C:\Documents and Settings\JRussell\Desktop\Lithia\PDP\Schedules\Lithia PDP Design Sched 6-3 Ex F2(EDS2-21-11).mpp Page 2

Project: Lithia PDP Design Sched 4-25Date: Wed 6/3/09

Exh G-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit G – EPCM Compensation G.1 EPCM Compensation During the design phase, the EPCM will be compensated in accordance with Tampa Bay Water’s Administrative Policy 650-15 (See Exhibit G.1.4). All tasks associated with the Design Phase (as summarized in Exhibit A) will be included in this compensation format. G.1.1 Example Fee Schedule Proposal The EPCM will develop their design phase fee proposal based on the Exhibit A (Scope of Work), and will include the minimum information shown in Table G.1.1.1.

Table G.1.1.1 - Example Fee Schedule Proposal

Labor Category (2) (2) (2)

Raw Labor Rate $/Hr $/Hr $/Hr Total(5) Total(6) Sub 1(9) Sub 'N'(9) Total(10) Sub 1(9) Sub 'N'(9) Total(11) Total(12) Sub(13 )

Multiplier (3) (3) (3) Labor Labor Labor Labor Subs Labor ODC ODC Subs ODC Subs Markup TotalHourly Rate $/Hr(4) $/Hr(4) $/Hr(4) Hours Cost ODC(7) Cost Cost Cost Cost Cost Cost Cost @ x% Costs

Task No.1.01.1….1.N.N

Subtotal 1.0N.0N.1….N.N.N

Subtotal N.0

Subtotal Hours (14)

Subtotal Costs (15) (16) (17) (18) (19) (20) (21)

Notes:(1) Lead EPCM engineering company.(2) Labor category for personnel (example: Project Manager, Design Engineer, Discipline Engineer, Clerical, etc.).(3) Multiplier to be negotiated with lead EPCM engineering company.(4) Total hourly rate per labor category based on raw labor rate times negotiated multiplier.(5) Total of labor hours by task and subtask.(6) Total of labor dollars by task and subtask.(7) Other Direct Costs (ODC) as defined in Exhibit G.4.(8) Any number of subconsultants contracted by the EPCM.(9) Each subconsultant will provide labor and ODC breakdown as required by the Prime.

(10) Total of all subconsultants' labor by task and subtask.(11) Total of all subconsultants' ODC by task and subtask.(12) Total of all subconsultants' costs by task and subtask.(13) Markup on subconsultants' costs to be negotiated with EPCM.(14) Total hours for EPCM.(15) Total labor costs for EPCM.(16) Total ODC's for EPCM.(17) Total for subconsultant labor costs.(18) Total for subconsultant ODC's.(19) Total of Items 17 & 18.(20) EPCM's total markup (% of Item 19).(21) EPCM total Design Phase costs.

Subconsultants(8)EPCM(1)

Exh G-2

G.1.2 Example Summary Table for Monthly Invoices During the Design Phase, the EPCM will provide monthly summaries of invoicing status. The minimum required information for the monthly invoicing summary is shown in Table G1.2.1.

G.1.3 Example Invoice Format During the design phase services, the EPCM will submit invoices monthly. All invoices submitted for payment shall include the minimum information shown in the example below.

Table G.1.2.1 - Example Monthly Invoice for Labor with Multiplier and ODC Proposal

Contract Amount Due Invoiced BalanceDescription(1) Amount This Period To Date Remaining Comments

EPCMTask 1.0Task 2.0…………..Task 'N'.0

EPCM Subtotal -$ -$ -$ -$

Subconsultant No. 1Task 1.0Task 2.0…………..Task 'N'.0

Subconsultant No. 'N'Task 1.0Task 2.0…………..Task 'N'.0

Subconsultants Subtotal -$ -$ -$ -$

Totals -$ -$ -$ -$

Notes:(1) Tasks for EPCM and subconsultants to be based on scope of work.

Exh G-3

DateInvoice No.

Attn:Tampa Bay WaterFinance Department2575 Enterprise RoadClearwater, FL 33763

SCHIP Phase III - Lithia Hydrogen Sulfide Removal FacilityContract No. ____________PO No. _____________

Services for the period ending MM/DD/YYYY

Task No. 1Personnel Hours Rate(1) Amount12'N'

TotalsTotal Labor (2)(Multiplier) x

Other Direct Costs(3)

Total this task

Task No. 'N'Personnel Hours Rate(1) Amount12'N'

TotalsTotal Labor (2)(Multiplier) x

Other Direct Costs(3)

Total this task

Subconsultants(4) Amount1'N'

(2)Subconsultant Markup @ x%

Total Subconsultants

TOTAL AMOUNT DUE

Notes:(1) Raw labor rate.(2) To be negotiated.(3) See Tampa Bay Water’s Administrative Policy 650-15 for required documentation.(4) Subconsultant invoices shall include all information included herein.

DRAFT

Exh G-4

G.1.4 Tampa Bay Water’s Administrative Policy 650-15 The Administrative Policy 650-15 set forth by Tampa Bay Water details the requirements for setting fee proposals. The EPCM will follow the requirements in this policy when submitting their fee schedule proposal and invoices. A copy of the Administrative Policy 650-15 is attached for reference.

Exh G-5

Exh G-6

Exh G-7

Exh G-8

Exh G-9

Exh G-10

Exh G-11

Exh H-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit H – Guaranteed Maximum Price Proposal Format H.1 Guaranteed Maximum Price Proposal Format Description Activities Contract Value GENERAL CONDITIONS -- -- -- -- SUBTOTAL SITE WORK -- -- -- -- SUBTOTAL CONCRETE(1) -- -- -- -- SUBTOTAL METALS(1) -- -- -- -- SUBTOTAL FINISHES(1) -- -- -- -- SUBTOTAL

Exh H-2

BUILDING(1) -- -- -- -- SUBTOTAL MECHANICAL(1) -- -- -- -- SUBTOTAL ELECTRICAL(1) -- -- -- -- SUBTOTAL MAJOR EQUIPMENT AND PIPE(1) -- -- -- -- SUBTOTAL OTHER DIRECT COSTS EPCM Field Management(2) Construction Phase Engineering Services(2)

Commissioning Record Drawings Operations Manual & Training Warranty Administration -- SUBTOTAL DIRECT COST SUBTOTAL Overhead(3) Margin Fee(3) Contingency(4) Owner Allowance(4) TOTAL GUARANTEED MAXIMUM PRICE Guaranteed Maximum Price Valid Through

Exh H-3

EXCEPTIONS - Not Included In GMP

-- -- -- -- Notes: (1) Include sales tax in amounts. (2) As defined in Exhibit 16. (3) Fixed fee percentage to be negotiated during Design Phase. (4) Target combined total of maximum allowed construction contingency and Owner’s

Allowance is 5%.

Exh I-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit I – EPCM Designated Subcontractors I.1 EPCM Design Phase Designated Subcontractors List Work To Be Performed Name / Address / Phone

Lithia Hydrogen Sulfide Removal Facility

Exhibit J – General Terms and Conditions

GENERAL TERMS AND CONDITIONS OF THE DESIGN PHASE SERVICES AGREEMENT

TABLE OF CONTENTS Page

ARTICLE 1 – DEFINITIONS AND TERMINOLOGY ....................................................................................................................1

1.01 Defined Terms .......................................................................................................................................................................1 1.02 Terminology...........................................................................................................................................................................4

ARTICLE 2 – PRELIMINARY MATTERS......................................................................................................................................4 2.01 Commencement of Contract Times; Notice to Proceed.........................................................................................................4 2.02 Starting the Work...................................................................................................................................................................4 2.03 Before Starting the Work .......................................................................................................................................................4 2.04 Initial Conference...................................................................................................................................................................5 2.05 Initial Acceptance of Schedules .............................................................................................................................................5

ARTICLE 3 – CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE..............................................................................5 3.01 Intent ......................................................................................................................................................................................5 3.02 Reference Standards...............................................................................................................................................................5 3.03 Resolving Discrepancies ........................................................................................................................................................6 3.04 Amending and Supplementing Contract Documents .............................................................................................................6 3.05 Reuse of Documents ..............................................................................................................................................................6 3.06 Electronic Data.......................................................................................................................................................................6

ARTICLE 4 – AVAILABILITY OF LANDS; DIFFERING SITE CONDITIONS; REFERENCE POINTS; HAZARDOUS ENVIRONMENTAL CONDITIONS.................................................................................................................................................7

4.01 Availability of Lands .............................................................................................................................................................7 4.02 Differing Site Conditions .......................................................................................................................................................7 4.03 Reference Points ....................................................................................................................................................................7 4.04 Hazardous Environmental Condition at Site..........................................................................................................................7

ARTICLE 5 –INSURANCE...............................................................................................................................................................8 5.01 Insurers...................................................................................................................................................................................8 5.02 Certificates of Insurance ........................................................................................................................................................8 5.03 EPCM’s Liability Insurance...................................................................................................................................................8 5.04 Owner's Liability Insurance ...................................................................................................................................................9

ARTICLE 6 – EPCM CONTRACTOR'S RESPONSIBILITIES .......................................................................................................9 6.01 Design Professional Services .................................................................................................................................................9 6.02 Labor, Working Hours .........................................................................................................................................................10 6.03 Services, Materials, and Equipment.....................................................................................................................................10 6.04 Progress Schedule ................................................................................................................................................................10 6.05 Concerning Subcontractors, Suppliers and Others...............................................................................................................10 6.06 Patent Fees and Royalties ....................................................................................................................................................11 6.07 Permits and Appprovals .......................................................................................................................................................11 6.08 Laws or Regulations ............................................................................................................................................................11 6.09 Taxes....................................................................................................................................................................................11 6.10 Use of Site and Other Areas.................................................................................................................................................11 6.11 Documents ...........................................................................................................................................................................12 6.12 Safety and Protection ...........................................................................................................................................................12 6.13 Hazard Communication Programs .......................................................................................................................................12 6.14 Emergencies.........................................................................................................................................................................12 6.15 Submittals ............................................................................................................................................................................13 6.16 Continuing the Work............................................................................................................................................................13 6.17 EPCM’s Obligation to Perform............................................................................................................................................13

ARTICLE 7 – OTHER CONSTRUCTION......................................................................................................................................13 7.01 Related Work at Site ............................................................................................................................................................13 7.02 Coordination ........................................................................................................................................................................14

ARTICLE 8 – OWNER'S RESPONSIBILITIES .............................................................................................................................14 8.01 General.................................................................................................................................................................................14 8.02 Limitations on Owner's Responsibilities..............................................................................................................................15 8.03 Undisclosed Hazardous Environmental Condition ..............................................................................................................15 8.04 Owner's Engineer .................................................................................................................................................................15

ARTICLE 9 – CHANGES IN THE WORK; CLAIMS....................................................................................................................15 9.01 Authorized Changes in the Work.........................................................................................................................................15 9.02 Unauthorized Changes in the Work .....................................................................................................................................15

9.03 Claims ..................................................................................................................................................................................15 9.04 Execution of Change Orders ................................................................................................................................................16

ARTICLE 10 – COST OF THE WORK; CASH ALLOWANCES; UNIT PRICE WORK.............................................................16 10.01 Cost of the Work................................................................................................................................................................16 10.02 Cash Allowances................................................................................................................................................................18 10.03 Unit Prices..........................................................................................................................................................................18

ARTICLE 11 – CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIMES ...........................................................18 11.01 Change of Contract Price ...................................................................................................................................................18 11.02 Change of Contrct Times .................................................................................................................................................19

ARTICLE 12 – PAYMENTS TO EPCM AND COMPLETION.....................................................................................................19 12.01 Application for Progress Payment .....................................................................................................................................19 12.02 Progress Payments .............................................................................................................................................................20 12.03 Final Payment ....................................................................................................................................................................20 12.04 Final Completion Delayed .................................................................................................................................................21

ARTICLE 13 – DISPUTE RESOLUTION ......................................................................................................................................21 ARTICLE 14 – MISCELLANEOUS ...............................................................................................................................................21

14.01 Giving Notice.....................................................................................................................................................................21 14.02 Computation of Times .......................................................................................................................................................21 14.03 Cumulative Remedies ........................................................................................................................................................21 14.04 Survival of Obligations ......................................................................................................................................................21

1 Design Phase–General Terms and Conditions

GENERAL TERMS AND CONDITIONS

ARTICLE 1 – DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms

A. Wherever used in the Contract Documents and printed with initial or all capital letters, the following terms have the meanings indicated which are applicable to both the singular and plural thereof:

1. Addenda – Written or graphic instruments issued prior to the opening of Proposals which clarify, correct or change the Request for Proposals or the Contract Documents. 2. Agreement – The written instrument which is evidence of the agreement between Owner and EPCM covering the

Work and comprising this Design Phase Services Agreement and all the included Exhibits

3. Application for Payment – The form which is to be used by EPCM in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents.

4. Asbestos – Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers

into the air above current action levels established by the United States Occupational Safety and Health Administration.

5. Bonds – Performance and payment bonds and other instruments of security. 6. Categories of Charges – The major elements or portions of the GMP, as identified in Exhibit H, which when

totaled equal the GMP.

7. Change Order – A written order which is signed by EPCM and Owner which authorizes an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Agreement.

8. Claim – A demand or assertion by Owner or EPCM seeking an adjustment of Contract Price or Contract Times, or both, or other relief with respect to the terms of the Contract. A demand for money or services by a third party is not a claim.

9. Construction – The result of performing or furnishing of labor, the furnishing and incorporating of materials and equipment into the Work and the furnishing of services (other than Design Professional Services) and documents, all as required by the Contract Documents.

10. Construction Phase – The scope of Work to be performed for a Guaranteed Maximum Price following the completion of the Design Phase and covered by the separate Construction Phase Services Agreement, Exhibit N. 11. Construction Phase Services Agreement – The written agreement attached hereto as Exhibit N between the Owner and EPCM which details the Work to be undertaken during the Construction Phase.

12. Contract – The Agreement.

13. Contract Documents – The Agreement and Exhibits thereto, as well as any other items so designated in the

Agreement.

14. Contract Price – The compensation payable by Owner to EPCM for completion of the Work in accordance with the Contract Documents, less any unearned owner’s allowance.

15. Contract Times – The numbers of days or the dates stated in the Agreement to (i) achieve Contract Times

(Milestones), including Substantial Completion, and (ii) complete the Work in accordance with the Project Schedule so that it is ready for final payment in accordance with paragraph 12.03. 16. Design Phase – The Scope of Work covered by this Design Phase Services Agreement.

2 Design Phase–General Terms and Conditions

17. Design Phase Services – The services to be provided by EPCM under the terms of this Agreement in the

performance of the Work on the Project, including but no limited to the Scope of Work.

18. Design Subagreement – A written agreement between EPCM and a design professional for provision of Design Professional Services.

19. Design Professional Services – Services related to the preparation of Drawings, Specifications, and other design

submittals specified by the Contract Documents and required to be performed by licensed design professionals; sometimes referred to as Design Phase Services.

20. Drawings – Those portions of the Contract Documents prepared by or for EPCM and approved by Owner

consisting of drawings, diagrams, illustrations, schedules and other data which show the scope, extent, and character of the Work; synonymous with “design”.

21. Effective Date of the Agreement – The date indicated in the Agreement on which it becomes effective, but if no

such date is indicated it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver.

22. EPCM – The individual or entity with whom Owner has entered into this Agreement for engineering design,

procurement and construction management services under the terms of this Agreement.

23. Field Order – A written order issued by Owner which orders minor changes in the Work but which does not involve a change in the Contract Price or the Contract Times.

24. Guaranteed Maximum Price – As set forth in Article 5 of the Agreement and Exhibits H and M.

25. Hazardous Environmental Condition – The presence at the Site of Asbestos, Hazardous Waste, PCB's, Petroleum

Products or Radioactive Materials in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto on connection with the Work.

26. Hazardous Waste – The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste

Disposal Act (42 USC Section 6903) as amended from time to time.

27. Laws or Regulations – Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities and courts having jurisdiction.

28. Liens – Charges, security interests or encumbrances upon real property or personal property.

29. Milestone – A principal event specified in the Project Schedule relating to an intermediate completion date or time

prior to Substantial Completion of all the Work 30. Notice of Award – The written notice by Owner to the successful proposer stating that upon compliance by the

successful proposer with the conditions precedent included therein, within the time specified, Owner will sign and deliver the Agreement.

31. Notice to Proceed – A written notice given by Owner to EPCM fixing the date on which the Contract Times will

commence to run and on which EPCM shall start to perform the Work.

32. Owner – Tampa Bay Water, A Regional Water Supply Authority. 33. Owner’s Direct Purchase Program – The sales tax savings program available to Owner as a governmental agency

purchasing directly materials and supplies used in the Project.

34. Owner's Engineer – Carollo Engineers, PC, 401 North Cattlemen Road #306, Sarasota Florida 34232-6441. 35. Partial Utilization – Use by Owner of a substantially completed part of the Work for the purpose for which it is

intended (or a related purpose) prior to Substantial Completion of all the Work.

3 Design Phase–General Terms and Conditions

36. PCBs – Polychlorinated biphenyls.

37. Petroleum – Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non-Hazardous Wastes and crude oils.

38. Preliminary Design Package – The drawings and specifications and/or other graphic or written materials, criteria and information concerning Owner's requirements for the Project, such as design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, including those items enumerated in the Request for Proposals which show or describe the character and scope of, or relate to, the Work to be performed or furnished and which have been prepared by or for Owner, as set forth in Exhibit C to the Agreement .

39. Project – The engineering design, procurement, construction management and construction of the Lithia Hydrogen

Sulfide Removal Facility to be provided under the Contract Documents in whole or in part.

40. Radioactive Material – Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time.

41. Request for Proposals – The document issued by Owner specifying and describing Owner's objectives and the

procedure to be followed in preparing and submitting a proposal and awarding a contract for the Design Phase Services for the Project.

42. Schedule of Values – A schedule prepared by EPCM and acceptable to Owner indicating that portion of the

Contract Price to be paid for each major component of the Work, the sum of which is the Guaranteed Maximum Price. 43. Scope of Work – The performance responsibilities and obligations of EPCM as set forth in Exhibit A. 44. Site – Lands being furnished by Owner upon or for which the Work is to be performed, including rights-of-way and

easements for access thereto, and such other lands furnished by Owner which are designated for location of the Project.

45. Specifications – The part of the Contract Documents prepared by or for EPCM and approved by Owner consisting of written technical descriptions of materials, equipment, construction systems, standards and workmanship as applied to the Work and certain administrative details applicable thereto.

46. Subcontractor – A subconsultant, individual or entity other than a Supplier having a direct contract with EPCM or

with any other Subcontractor for the performance of a part of the Work.

47. Submittal – A written or graphic document prepared by or for EPCM which is required by the Contract Documents to be submitted to Owner by EPCM. Submittals may include Drawings, Specifications, progress schedules, shop drawings, samples, cash flow projections, and proposals. Submittals other than Drawings and Specifications are not Contract Documents.

48. Substantial Completion – The time at which the Work (or a specified part) has progressed to the point where it is

sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part) can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof.

46. Supplementary Conditions – The part of the Contract Documents included as Exhibit K which amends or

supplements these General Conditions.

49. Supplier – A manufacturer, fabricator, supplier, distributor, materialman or vendor having a direct contract with the Owner, EPCM or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by EPCM or any Subcontractor.

50. Unit Price Work – Work to be paid for on the basis of unit prices.

51. Work – Design Professional Services and all other activities identified in Exhibit A, the Scope of Work, to be

performed by EPCM under this Design Phase Services Agreement.

4 Design Phase–General Terms and Conditions

52. Work Change Directive – A written directive to EPCM issued on or after the Effective Date of the Agreement and signed by Owner ordering an addition, deletion or revision in the Work, or responding to differing site conditions under which the Work is to be performed or to emergencies. A Work Change Directive will not change the Contract Price or the Contract Times, but is evidence that the parties expect that the change directed or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times.

1.02 Terminology

A. Intent of Certain Terms or Adjectives:

1. The word "day" shall constitute a calendar day of 24 hours measured from midnight to the next midnight.

2. The words "perform" or "provide" when used in connection with services, materials, or equipment, shall mean to furnish and install said services, materials, or equipment complete and ready for its intended use.

3. When "furnish," "install," "perform," or "provide" is not used in connection with services, materials, or equipment

but in a context clearly identifying a responsibility or obligation of the EPCM, then "provide" is implied.

4. Unless stated otherwise in the Contract Documents, words or phrases which have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with that meaning.

ARTICLE 2 – PRELIMINARY MATTERS 2.01 Commencement of Contract; Notice to Proceed

A. The Contract will commence to run on the Effective Date of the Agreement, or, if a Notice to Proceed is given, on the

day indicated in the Notice to Proceed. A Notice to Proceed may be given at any time within thirty days after the Effective Date of the Agreement.

B. When EPCM delivers the executed Agreement to Owner, EPCM shall also deliver to Owner such evidence of

Insurance as required in the Contract Documents and set forth in Exhibit L.

2.02 Starting the Work

A. EPCM Contractor shall start to perform the Work on the date when the Contract commences to run. No Work shall be done at the Site prior to the date on which the Contract commences to run. 2.03 Before Starting the Work

A. EPCM's Review of Contract Documents: Before undertaking each part of the Work, EPCM shall carefully review and compare those Contract Documents prepared by Owner and check and verify pertinent figures therein and all applicable field measurements. EPCM shall promptly report in writing to Owner any conflict, error, ambiguity, or discrepancy which EPCM may discover and shall obtain a written interpretation or clarification from Owner before proceeding with any Work affected thereby. However, EPCM shall not be liable to Owner for failure to report any conflict, error, ambiguity, or discrepancy in the Contract Documents unless EPCM knew or reasonably should have known thereof.

B. Progress Schedules: Within 10 days after commencement of the Agreement, EPCM shall submit the following to Owner for its timely review:

1. A preliminary progress schedule indicating the times (numbers of days or dates) for starting and completing the various stages of the Work, including any Milestones specified in the Project Schedule and other Contract Documents;

2. A preliminary schedule of Submittals which will list each required Submittal and the times for submitting,

reviewing and processing each Submittal;

5 Design Phase–General Terms and Conditions

C. Evidence of Insurance: Before any Work is started, EPCM and Owner shall each deliver to the other, certificates of insurance as required by paragraph 5.03 and Exhibit L which EPCM and Owner respectively are required to purchase and maintain. 2.04 Initial Conference

A. Within twenty days after the Contract commences to run, EPCM will arrange a conference attended by Owner, Owner’s Engineer, EPCM and others as appropriate to establish a working understanding among the parties as to the Work and to discuss the design concepts, procedures for handling Submittals, processing Applications for Payment, maintaining required records, and other matters. 2.05 Initial Acceptance of Application for Payment

A. At least ten days before submission of the first Application for Payment (unless otherwise provided in the Contract Documents), EPCM will arrange a conference with Owner and others as appropriate to review for acceptability the initial Application for Payments, Submittals and schedules. No progress payment shall be made to EPCM until the acceptable schedules are submitted to Owner.

1. The progress schedule will be acceptable to Owner if it provides an orderly progression of the Work to completion within any specified Milestones and the Contract Times. Such acceptance will not impose on Owner responsibility for the progress schedule, for sequencing, scheduling or progress of the Work nor interfere with nor relieve EPCM from EPCM's full responsibility therefor.

2. EPCM's schedule of Submittals will be acceptable to Owner if it provides a workable arrangement for reviewing

and processing the required Submittals. ARTICLE 3 – CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE 3.01 Intent

A. The Contract Documents are complementary; what is called for by one is as binding as if called for by all.

B. It is the intent of the Contract Documents to provide for a functionally complete Project (or part thereof) to be designed and then constructed in accordance with the Contract Documents. Any labor, documentation, services, materials, or equipment that may reasonably be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the intended result will be furnished and performed by EPCM whether or not specifically called for at no additional cost to Owner. 3.02 Reference Standards

A. Standards, Specifications, Codes, Laws or Regulations.

1. Reference to standards, specifications, manuals or codes of any technical society, organization or association, or to Laws or Regulations, whether such reference be specific or by implication, shall mean the standard, specification, manual, code, or Laws or Regulations in effect on the Effective Date of this Agreement,except as may be otherwise specifically stated in the Preliminary Design Package and Contract Documents.

2. No provision of any such standard, specification, manual, code, or instruction of a Supplier shall be effective to

change the duties and responsibilities of Owner, EPCM, or any of their subcontractors, consultants, agents, or employees from those set forth in the Contract Documents, nor shall it be effective to assign to Owner any duty or authority to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of the Contract Documents.

6 Design Phase–General Terms and Conditions

3.03 Resolving Discrepancies

A. In the event of a discrepancy between the Preliminary Design Package on the one hand and the Drawings or Specifications on the other hand, the Preliminary Design Package will control except and until the Owner and EPCM execute the Construction Phase Services Agreement, Exhibit N hereto.

B. Except as otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take

precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions of the Contract Documents and:

1. The provisions of any such standard, specification, manual, code, or instruction (whether or not specifically incorporated by reference in the Contract Documents); or

2. The provisions of any such Laws or Regulations applicable to the performance of the Work (unless such an

interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation). 3.04 Amending and Supplementing Contract Documents

A. The Contract Documents may be amended in writing to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof in one or more of the following ways:

1. Owner's approval of required Submittals;

2. A Work Change Directive;

3. A Change Order;

4. A Field Order. 3.05 Reuse of Documents

A. All documents including Drawings, Specifications and the GMP Proposal with all supporting documents prepared or furnished by EPCM pursuant to this Agreement are the property of Owner and a public record unless a specific exemption applies. If EPCM claims ownership of any preexisting information, program or specification, or that any such Document is proprietary or protected by trade secret or otherwise, EPCM has the burden to establish the basis of any such protection, but until judicially declared otherwise Owner shall have all rights of ownership and use of such Documents. Owner has an ownership and property interest therein whether or not the Project is completed. Owner may reuse such documents for whatever purpose Owner feels necessary, but EPCM does not warrant or represent their suitability for any other project. EPCM has the right to make and retain copies for information and reference in connection with the use and occupancy of the Project. Owner acknowledges that EPCM does not intend or represent that such documents are suitable for reuse by Owner or others on and other project but may be relied upon by Owner for extensions of this Project. 3.06 Electronic Data

A. Copies of data furnished by Owner to EPCM or by EPCM to Owner that may be relied upon are limited to the printed copies (also known as hard copies). Files in electronic media format of text, data, graphics, or other types are furnished only for the convenience of the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern.

B. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any errors detected within the 60-day acceptance period will be corrected by the transferring party.

C. When transferring documents in electronic media format, the transferring party makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the data’s creator.

7 Design Phase–General Terms and Conditions

ARTICLE 4 – AVAILABILITY OF LANDS; DIFFERING SITE CONDITIONS; REFERENCE POINTS; HAZARDOUS ENVIRONMENTAL CONDITIONS 4.01 Availability of Lands

A. Owner shall furnish the Site. Owner shall notify EPCM of any encumbrances or restrictions not of general application but specifically related to use of the Site which EPCM will have to comply in performing the Work. Unless otherwise provided in the Contract Documents, Owner will obtain in a timely manner and pay for easements for permanent structures or permanent changes in existing facilities. If EPCM and Owner are unable to agree on entitlement to or the amount or extent of any adjustments in the Contract Price or the Contract Times as a result of any delay in Owner's furnishing the Site, EPCM may make a Claim therefor as provided in Article 9.

B. Upon reasonable written request, Owner shall furnish EPCM with a current statement of record legal title and legal description of the lands upon which the Construction is to be performed and Owner's interest therein as necessary for giving notice of or filing a mechanic's lien against such lands in accordance with applicable Laws or Regulations.

C. EPCM shall provide for all additional lands and access thereto that may be required for storage of materials and equipment, or any other purpose required by EPCM.

4.02 Differing Site Conditions

A. EPCM shall promptly, and before the conditions are disturbed, give a written notice to Owner of (i) subsurface or latent physical conditions at the Site which differ materially from those indicated in the Contract Documents, or (ii) unknown physical conditions at the Site, of an unusual nature, which differ materially from those ordinarily encountered and generally recognized as inhering in work of the character called for by the Contract Documents.

B. Owner will investigate the Site conditions promptly after receiving the notice. If the conditions do materially so differ and cause an increase or decrease in the EPCM time required for performing any part of the Work, whether or not changed as a result of the conditions, an equitable adjustment shall be made under this clause and the Contract Times modified in writing by Change Order in accordance with Article 9.

C. No request by EPCM for an equitable adjustment shall be allowed unless EPCM has given the written notice required; provided that the time prescribed in 9.03.A for giving written notice may be extended by Owner.

D. The provisions of this paragraph 4.02 are not intended to apply to a Hazardous Environmental Condition uncovered or revealed at the Site. 4.03 Reference Points

A. EPCM shall be responsible for laying out the Work and shall protect and preserve the reference points and property monuments established by Owner, and shall make no changes or relocations without the prior written approval of Owner. EPCM shall report to Owner whenever any reference point or property monument is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be responsible for the accurate replacement or relocation of such reference points or property monuments by professionally qualified personnel. 4.04 Hazardous Environmental Condition at Site

A. EPCM will not be responsible for any Hazardous Environmental Condition encountered at the Site which was not identified in the Contract Documents to be within the scope of the Work. EPCM shall be responsible for materials creating a Hazardous Environmental Condition created by any materials brought to the Site by EPCM, Subcontractors, Suppliers or anyone else for whom EPCM is responsible.

B. If EPCM encounters a Hazardous Environmental Condition, EPCM shall immediately: (i) secure or otherwise isolate such condition; (ii) notify Owner (and thereafter confirm such notice in writing). Owner shall promptly determine the necessity of retaining a qualified expert to evaluate such condition or take corrective action, if any.

8 Design Phase–General Terms and Conditions

C. EPCM shall not be required to resume Work in connection with such Hazardous Environmental Condition or in any

such affected area until after Owner has obtained any required permits related thereto and delivered to EPCM written notice (i) specifying that such condition and any affected area is or has been rendered safe for the resumption of Work, or (ii) specifying any special conditions under which such Work may be resumed safely. If Owner and EPCM cannot agree as to entitlement to or the amount or extent of an adjustment, if any, in Contract Times as a result of such Work stoppage or such special conditions under which Work is agreed to be resumed by EPCM Contractor, either party may make a Claim therefor as provided in Article 9.

D. If after receipt of such special written notice EPCM Contractor does not agree to resume Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special conditions, then Owner may order such portion of the Work that is related to such Hazardous Environmental Condition to be deleted from the Work. If Owner and EPCM Contractor cannot agree as to entitlement to or the amount or extent of an adjustment, if any, in Contract Price or Contract Times as a result of deleting such portion of the Work, then either party may make a Claim therefor as provided in Article 9. Owner may have such deleted portion of the Work performed by Owner's own forces or others in accordance with Article 7. ARTICLE 5 –INSURANCE 5.01 Insurers

A. All insurance required by Exhibit L to be purchased and maintained by EPCM shall be obtained from insurance companies that are duly licensed or authorized to do business in the State of Florida, or as otherwise authorized by Florida law for professional liability insurance, for the limits and coverages so required; provided, however, that Owner may consider established self-insurance programs which Owner, in its sole discretion, determines provide equal or better security and coverage as an alternative to coverage provided by private insurance companies. 5.02 Certificates of Insurance

A. EPCM shall deliver to Owner, with copies to each additional insured, certificates of insurance (and other evidence of insurance requested by Owner or any other additional insured) which EPCM is required to purchase and maintain. Owner shall deliver to EPCM, with copies to each additional, certificates of insurance (and other evidence of insurance requested by EPCM or any other additional insured) which Owner is required to purchase and maintain. 5.03 EPCM's Liability Insurance

A. EPCM shall purchase and maintain professional liability insurance in the amount of at least five million dollars ($5,000,000.00) in accordance with Exhibit L. EPCM shall also purchase and maintain such other insurance as is appropriate for the Work being performed and as will provide protection from claims set forth below which may arise out of or result from EPCM’s performance of the Work and EPCM's other obligations under the Contract Documents, whether it is to be performed by EPCM, any Subcontractor or Supplier or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable:

1. Claims under workers' compensation, disability benefits and other similar employee benefit acts;

2. Claims for damages because of bodily injury, occupational sickness or disease, or death of EPCM's employees;

3. Claims for damages because of bodily injury, sickness or disease, or death of any person other than EPCM's employees;

4. Claims for damages insured by reasonably available personal injury liability coverage which are sustained by any

person as a result of an offense directly or indirectly related to the employment of such person by EPCM;

5. Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property wherever located, including loss of use resulting therefrom; and

6. Claims for damages because of bodily injury or death of any person or property damage arising out of the

ownership, maintenance or use of any motor vehicle.

9 Design Phase–General Terms and Conditions

B. The policies of insurance required by paragraph 5.03.A and Exhibit L shall:

1. Except for professional liability and worker’s compensation, include as additional insureds Owner and Owner's

Engineer and other Consultants and any other persons or entities, all of whom shall be listed as additional insureds, and include coverage for the respective officers, directors, partners, and employees, agents, and other consultants and subcontractors of each and any of all such additional insureds, and the insurance afforded to these additional insureds shall provide primary coverage for all claims covered thereby; 2. Include at least the specific coverages and be written for not less than the limits of liability provided in Exhibit L

or required by Laws or Regulations, whichever is greater; 3. Include contractual liability insurance covering EPCM's indemnity obligations under the Agreement;

4. Contain a provision or endorsement that the coverage afforded will not be canceled, materially changed or

renewal refused until at least thirty days' prior written notice has been given to Owner and each other additional insured to whom a certificate of insurance has been issued (and the certificates of insurance furnished by the EPCM pursuant to paragraph 5.02 will so provide);

5.04 Owner's Liability Insurance

A. In addition to the insurance required to be provided by EPCM under paragraph 5.03, Owner, at Owner's option, may purchase and maintain at Owner's expense Owner's own liability insurance as will protect Owner against claims which may arise from Work performed under the Contract Documents. ARTICLE 6 – EPCM’s RESPONSIBILITIES 6.01 Design Professional Services. A. Standard of Care. EPCM shall perform and complete the Design Phase Services in a timely manner and in accordance with the standard of care, skill, and diligence customarily provided by professionals with expertise and experience in the type of Design Phase Services to be provided hereunder, and in accordance with sound professional principles and practices applicable under similar conditions at the same time and locality of the Project. EPCM acknowledges that it has represented to Owner that EPCM has expertise and experience in the type of services to be rendered hereunder and that such representation was a material inducement to Owner to enter into this Agreement with EPCM.

. B. Design Phase Services. After the Contract Times commence to run, EPCM shall undertake all the Work in accordance

with the Agreement, including:

1. Consult with Owner to understand Owner's requirements for the Project and review available data;

2. Advise Owner as to the necessity of Owner's providing or obtaining from others additional reports, data, or services of the types provided in paragraph 8.01.A.6.a-h and assist Owner in obtaining any such reports, data, or services upon request of Owner;

3. Identify and analyze requirements of governmental authorities having jurisdiction to approve the portions of the

Project designed or specified by EPCM with whom consultation is to be undertaken in connection with the Project;

4. Obtain such additional geotechnical and related information, with Owner’s approval, which it deems necessary for performance of the Work; 5. Undertake the required studies, investigations, consultations and design necessary to secure all the Permits and

Approvals identified in Exhibit B;

6. On the basis of the Preliminary Design Package, Exhibit C, prepare the final design with Drawings showing the scope, extent, and character of the Construction to be performed and Specifications (which will be prepared, where

10 Design Phase–General Terms and Conditions

appropriate, in general conformance with the sixteen division format of the Construction Specifications Institute), and written descriptions of the Project; 7. Submit to Owner a Guaranteed Maximum Price Proposal, in accordance with the format provided in Exhibit H

and paragraph 5.03 of the Agreement to construct the Project based on the final design Drawings. 6.02 Labor, Working Hours

A. EPCM shall provide competent, suitably qualified personnel to perform the Work as required by the Contract Documents. EPCM shall at all times maintain good discipline and order at the Site.

B. Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto, and except as otherwise indicated in the Contract Documents, all activity at the Site shall be performed during regular working hours, and EPCM will not permit overtime work on Saturday, Sunday or any legal holiday without Owner's written consent, which will not be unreasonably withheld. 6.03 Services, Materials, and Equipment

A. To the extent required by the Work to be performed under this Agreement and unless otherwise specified in the Contract Documents, EPCM shall furnish or cause to be furnished and assume full responsibility for materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the Work.

B. To the extent required to perform the Work under this Agreement, all materials and equipment incorporated into the Work shall be of good quality and new, except as otherwise provided in the Contract Documents. All warranties and guarantees specifically called for by the Contract Documents shall expressly run to the benefit of Owner. If reasonably required by Owner, EPCM shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment. All materials and equipment shall be applied, installed, connected, erected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as otherwise provided in the Contract Documents. 6.04 Progress Schedule

A. EPCM shall adhere to the progress schedule established in accordance with paragraph 2.05.A as it may be adjusted from time to time as provided below:

1. EPCM shall submit to Owner for acceptance proposed adjustments in the progress schedule that will not change the Contract Times (or Milestones). Such adjustments will conform generally to the progress schedule then in effect.

2. Proposed adjustments in the progress schedule that will change the Contract Times (or Milestones) shall be

submitted in accordance with the requirements of Article 11.02. Such adjustments may only be made by a Change Order. 6.05 Concerning Subcontractors, Suppliers, and Others

A. EPCM may engage Subcontractors identified in Exhibit I, or as otherwise approved by Owner, but shall not employ any Subcontractor, Supplier, or other individual or entity against whom Owner may have reasonable objection. EPCM shall not be required to employ any Subcontractor, Supplier or other individual or entity to furnish or perform any of the Work against whom EPCM has reasonable objection.

B. EPCM shall be fully responsible to Owner for all acts and omissions of the Subcontractors, Suppliers and other individuals or entities performing or furnishing any of the Work just as EPCM is responsible for EPCM Contractor's own acts and omissions. Nothing in the Contract Documents shall create for the benefit of any such Subcontractor, Supplier, or other individual or entity any contractual relationship between Owner and any such Subcontractor, Supplier, or other individual or entity, nor shall it create any obligation on the part of Owner to pay or to see to the payment of any moneys due any such Subcontractor, Supplier, or other individual or entity except as may otherwise be required by Laws or Regulations.

C. EPCM shall be solely responsible for scheduling and coordinating Subcontractors, Suppliers and other individuals and entities performing or furnishing any of the Work under a direct or indirect contract with EPCM.

11 Design Phase–General Terms and Conditions

D. EPCM shall require all Subcontractors, Suppliers and such other individuals and entities performing or furnishing any of the Work to communicate with the Owner through EPCM.

E. All Work performed for EPCM by a Subcontractor or Supplier will be pursuant to an appropriate Design Subagreement between EPCM and the Subcontractor or Supplier which specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract Documents for the benefit of Owner. The agreement between the EPCM and the Subcontractor or Supplier will contain provisions whereby the Subcontractor or Supplier waives all rights of subrogation against Owner, EPCM, Owner's Engineer and all other additional insureds (and their officers, directors, partners, employees, agents, and other consultants and subcontractors of each and any of them) for all losses and damages caused by any of the perils or causes of loss covered by such policies applicable to the Work. If the insurers on any such policies require separate waiver forms to be signed by any Subcontractor or Supplier, EPCM will obtain the same. 6.06 Patent Fees and Royalties

A. EPCM shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Preliminary Design Package for use in the performance of the Work and if to the actual knowledge of Owner its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by Owner in the Preliminary Design Package, Exhibit C.

6.07 Permits and Approvals

A. Unless otherwise provided in the Contract Documents, EPCM shall obtain and pay for all necessary Permits and Approvals of governmental authorities having jurisdiction over the Work. Owner shall assist EPCM, when necessary, in obtaining such permits and approvals, but such assistance, regardless of the nature or extent of such assistance, shall not relieve EPCM of its responsibility to obtain all necessary Permits and Approvals. EPCM shall pay all governmental charges and inspection fees necessary for the performance of the Work. As set forth in paragraph 6.14 of the Agreement, EPCM is responsible for achieving a completeness determination consistent with the Project Schedule for all applications for Permits and Approvals submitted by EPCM identified in Exhibit B. 6.08 Laws or Regulations

A. EPCM shall give all notices required by and comply with all Laws or Regulations applicable to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, Owner shall not be responsible for monitoring EPCM compliance with any Laws or Regulations.

B. If EPCM performs any Work knowing or having reason to know that it is contrary to Laws or Regulations, EPCM shall bear all costs, including penalties and required remedial actions, arising therefrom.

C. Changes in Laws or Regulations occurring after the Effective Date having an effect on the cost or time of performance may be the subject of a change in Contract Price or Contract Times. 6.09 Taxes

A. EPCM shall pay all sales, consumer, use, and other similar taxes required to be paid by EPCM in accordance with Laws or Regulations applicable to the Project. Owner may undertake an Owner’s Direct Purchase Program as identified in Exhibit K, Supplementary Conditions, in which case EPCM shall cooperate with and support Owner in that program.

6.10 Use of Site and Other Areas

A. Limitation on Use of Site and Other Areas.

1. EPCM shall not unreasonably encumber the Site and other areas with materials or equipment. EPCM shall assume full responsibility for any damage to any such land or area, or to the owner or occupant thereof or of any adjacent land or areas, resulting from the performance of the Work.

12 Design Phase–General Terms and Conditions

2. Should any claim be made by any such owner or occupant because of the performance of Work, EPCM shall promptly settle with such other party by negotiation or otherwise resolve the claim by arbitration or other dispute resolution proceeding or at law.

3. EPCM shall indemnify and hold harmless Owner, Owner’s Engineer and anyone directly or indirectly employed

by any of them from and against all claims, costs, losses and damages (including, but not limited to, fees of engineers, architects, attorneys and other professionals and court and arbitration or other dispute resolution costs) arising out of or resulting from any claim brought by any such owner or occupant against Owner, or any other party indemnified hereunder to the extent caused by or based upon EPCM's negligent, reckless or intentionally wrongful performance of the Work.

B. Removal of Debris. During the performance of the Work, EPCM shall keep the Site free from accumulations of waste materials, rubbish, and other debris resulting from performance of the Work. Removal and disposal of such waste materials, rubbish, and other debris shall conform to applicable Laws or Regulations. 6.11 Documents

A. EPCM shall maintain in a safe place one record copy of all Drawings, Specifications, Addenda, Change Orders and Work Change Directives in good order and annotated to show all changes made during performance of the Work. These record documents together with all approved Submittals will be available to Owner for reference. 6.12 Safety and Protection

A. EPCM shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs required for performance of the Work. EPCM shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury, or loss to:

1. All persons on the Site within the control or under the direction of EPCM, or who may be affected by the Work;

2. All Work and materials and equipment to be incorporated therein, whether in storage on or off the Site; and

3. Other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, utilities and underground facilities not designated for removal, relocation, or replacement in the course of construction.

B. EPCM shall comply with applicable Laws or Regulations relating to the safety of persons or property, or to the

protection of persons or property from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. EPCM shall notify owners of adjacent property and of underground facilities and utility owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property.

C. All damage, injury, or loss to any property referred to in paragraph 6.12.A.2 or 6.12.A.3 caused, directly or indirectly, in whole or in part, by EPCM, any Subcontractor, Supplier, or any other individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, shall be remedied by EPCM.

D. EPCM duties and responsibilities for safety and for protection shall continue until such time as all the Work is completed and Owner has issued a notice to EPCM in accordance with paragraph 13.08.B that the Work is acceptable. 6.13 Hazard Communication Programs

A. EPCM shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers at the Site in accordance with Laws or Regulations. 6.14 Emergencies

A. In emergencies affecting the safety or protection of persons or the Work or property at the Site or adjacent thereto, EPCM is obligated to act to prevent threatened damage, injury or loss. EPCM shall give Owner prompt written notice if EPCM believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby or are

13 Design Phase–General Terms and Conditions

required as a result thereof. If a change in the Contract Documents is required because of the action taken by EPCM in response to such an emergency, a Work Change Directive or Change Order will be issued. 6.15 Submittals

A. Owner will review and approve Submittals in accordance with the schedule of required Submittals accepted by Owner as required by paragraph 2.05.A. Owner's review and approval will be only to determine if the items covered by the Submittals will, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents.

B. Owner's review and approval of Submittals shall not relieve EPCM from responsibility for any variation from the requirements of the Contract Documents unless EPCM has in a separate written communication at the time of submission called Owner's attention to each such variation and Owner has given written approval. 6.16 Continuing the Work

A. EPCM shall continue the Work and adhere to the Progress Schedule during all disputes or disagreements with Owner. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as EPCM and Owner may otherwise agree in writing. 6.17 EPCM's Obligation to Perform

A. EPCM's obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. None of the following will constitute either (i) an acceptance of Work if the Work is not in accordance with the Contract Documents or (ii) a release of EPCM's obligation to perform the Work in accordance with the Contract Documents:

1. Observations by Owner;

2. The making of any progress or final payment;

3. Use of the Work or any part thereof by Owner;

4. Any failure of the Owner to accept the Work or failure to respond to a request for acceptance of the Work;

5. Any review and approval of a Submittal;

6. Any inspection, test or approval by others; or

7. Any correction of defective Work by or on behalf of Owner. ARTICLE 7 – OTHER WORK BY OWNER 7.01 Related Work at Site

A. Owner may perform other work related to the Project at the Site by Owner's employees, or let other direct contracts therefor, or have other work performed by utility owners. If such other work is not noted in the Contract Documents, then:

1. Written notice thereof will be given to EPCM prior to starting any such other work; and

2. EPCM may make a Claim therefor as provided in Article 9 if EPCM believes that such performance will involve additional expense to EPCM or requires additional time and the parties are unable to agree as to the amount or extent thereof.

B. EPCM shall cooperate with each other contractor who is a party to such a direct contract and each utility owner (and

Owner, if Owner is performing the additional work with Owner's employees) to provide proper and safe access to the Site and a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other work and shall properly coordinate the Work with theirs.

14 Design Phase–General Terms and Conditions

C. If the proper execution or results of any part of EPCM's Work depends upon work performed or services provided by others under this Article 7, EPCM shall inspect such other work and appropriate instruments of service and promptly report to Owner in writing any delays, defects or deficiencies in such other work or services that render it unavailable or unsuitable for the proper execution and results of EPCM's Work. EPCM's failure so to report will constitute an acceptance of such other work as fit and proper for integration with EPCM's Work except for latent or nonapparent defects and deficiencies in such other work. 7.02 Coordination

A. If Owner intends to contract with others for the performance of other work on the Project at the Site, the Owner will provide EPCM with the following information prior to commencement of that work:

1. The individual or entity who will have authority and responsibility for coordination of the activities among the various prime contractors will be identified;

2. The specific matters to be covered by such authority and responsibility will be itemized; and

3. The extent of such authority and responsibilities will be provided.

B. Unless otherwise agreed, Owner shall have sole authority and responsibility in respect of coordination with EPCM.

ARTICLE 8 – OWNER'S RESPONSIBILITIES 8.01 General

A. Owner shall do the following in a timely manner so as not to delay the services of EPCM:

1. Designate in writing a person to act as Owner's Representative with respect to the services to be rendered under this Agreement. Such person shall have authority to transmit instructions, receive information, and render decision relative to the Project, with the exception of changes to the Scope of Work, Project Schedule, EPCM Compensation, GMP Proposal Format, Insurance and Bonds, Construction Phase Services Agreement and Open Book Criteria and Requirements, as set forth in Exhibits A, F, G, H, L, M and N, respectively;

2. If requested in writing by EPCM, furnish reasonable evidence satisfactory to EPCM that sufficient funds are

available and committed for the entire cost of the Project;

3. Make payments to EPCM promptly when they are due;

4. Furnish the Site as set forth in paragraph 4.01.A;

5. Furnish to EPCM, if available and if required for performance of EPCM's services, the following which EPCM may use in performing services under this Agreement:

a. Preliminary Design Package; b. Environmental conditions assessment;

c. Property, boundary, easement, right-of-way, topographic, and utility surveys;

d. Property descriptions;

e. Zoning, deed, and other land use restrictions;

f. Engineering surveys to establish reference points for design and construction which in Owner's judgment are

necessary to enable EPCM to proceed with the Work;

15 Design Phase–General Terms and Conditions

g. Documents in the possession of Owner which may assist EPCM is preparing an application for necessary permits and approvals of governmental authorities having jurisdiction over the Project; and

h. All subsurface data at or contiguous to the Site which Owner may have obtained.

7. Review Submittals subject to Owner review pursuant to paragraph 6.15.A; and

8. Provide information known to or in the possession of Owner relating to the presence of materials and substances

at the Site which could create a Hazardous Environmental Condition. 8.02 Limitations on Owner's Responsibilities

A. The Owner shall not supervise, direct, or have control or authority over, nor be responsible for, EPCM's means, methods, techniques, sequences, or procedures of Design Phase Services and performance of Work, or for any failure of EPCM to comply with Laws or Regulations applicable to the furnishing or performance of the Work. Owner will not be responsible for EPCM's failure to perform the Work in accordance with the Contract Documents. 8.03 Undisclosed Hazardous Environmental Condition

A. Owner's responsibility in respect of undisclosed Asbestos, PCBs, Petroleum, Hazardous Waste, or Radioactive Materials uncovered or revealed at the Site is set forth in paragraph 4.04. 8.04 Owner's Engineer

A. Owner's Engineer has those duties, responsibilities and authorities with respect to the Project as are identified in Exhibit E. ARTICLE 9 – CHANGES IN THE WORK; CLAIMS 9.01 Authorized Changes in the Work

A. Without invalidating the Agreement and without notice to any surety, Owner may, at any time or from time to time, order additions, deletions, or revisions in the Work within the general scope of the Contract by a Change Order or a Work Change Directive. Upon receipt of any such document, EPCM shall promptly proceed with the Work involved which will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). EPCM shall maintain daily cost records of Work performed by Change Order and shall submit said records to Owner at owner’s request. Owner shall have the right to review all accounts and records related to Change Orders 9.02 Unauthorized Changes in the Work

A. EPCM shall not be entitled to an increase in the Contract Price or an extension of the Contract Times with respect to any Work performed that is not required by the Contract Documents as amended, modified and supplemented as provided in paragraph 3.04. 9.03 Claims

A. Notice. If Owner and EPCM are unable to agree on entitlement to, or on the amount or extent, if any, of an adjustment in the Contract Price or an adjustment of the Contract Times that should be allowed as a result of any order of Owner pursuant to paragraph 9.01.A or other occurrence for which the Contract Documents provide that such adjustment(s) may be made, a Claim may be made therefor. Written notice of intent to make such a Claim shall be submitted to the other party promptly and in no event more than two (2) days after becoming aware of the occurrence or event giving rise to the Claim. Failure to provide timely notice shall waive the right to make a Claim

B. Documentation. Substantiating documentation shall be submitted by the claiming party within 14 days after delivery of the notice required by paragraph 9.03.A.

16 Design Phase–General Terms and Conditions

C. Decision. The other party shall render a decision on the Claim no more than 30 days after the receipt of the substantiating documentation required by paragraph 9.03.B. This decision will be final and binding unless the claiming party gives notice of intention to exercise its rights under Article 14 within 30 days of receipt of the decision and exercises such rights within 30 days of giving the notice of intent.

D. Time Limit Extension. The time limits of paragraphs 9.03.B and 9.03.C may be extended by mutual agreement. 9.04 Execution of Change Orders

A. Owner and EPCM shall execute appropriate Change Orders covering:

1. Changes in the Work which are (i) ordered by Owner pursuant to paragraph 9.01, or (ii) agreed to by the parties; and

2. Changes in the Contract Price or Contract Times which are agreed to by the parties, including any undisputed

sum or amount of time for Work actually performed in accordance with a Work Change Directive.

ARTICLE 10 – COST OF THE WORK; CASH ALLOWANCES; UNIT PRICE WORK 10.01 Cost of the Work

A. Costs Included. The term Cost of the Work means the sum of all costs necessarily incurred and paid by EPCM in the proper performance of the Work. When the value of Work covered by a Change Order or when a Claim for an adjustment in Contract Price is determined on the basis of Cost of the Work, the costs to be reimbursed to EPCM will be only those additional or incremental costs required because of the change of the Work or because of the event giving rise to the Claim. Except as otherwise may be agreed to in writing by Owner, such costs shall be in amounts no higher than those prevailing in the locality of the Project, shall include only the following items, and shall not include any of the costs itemized in paragraph 10.01.B:

1. Payroll costs for employees in the direct employ of EPCM in the performance of the Work under schedules of job classifications agreed upon by Owner and EPCM.

a. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time

spent on the Work. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits which shall include social security contributions, unemployment, excise and payroll taxes, workers' compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay applicable thereto. The expenses of performing Work after regular working hours, on Saturday, Sunday or legal holidays, shall be included in the above to the extent authorized by Owner.

b. Such employees shall also include engineers, engineering technicians, architects, and others providing Design

Professional Services. For purposes of this paragraph 10.01.A.1, EPCM shall be entitled to payment for such employees an amount equal to salary costs times a factor, both as designated in the Agreement, for all services performed or furnished by such employees engaged on the Project.

2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and

storage thereof, and Suppliers' field services required in connection therewith. All cash discounts shall accrue to EPCM unless Owner deposits funds with EPCM with which to make payments, in which case the cash discounts shall accrue to Owner. All trade discounts, rebates and refunds and returns from sale of surplus materials and equipment shall accrue to Owner, and EPCM shall make provisions so that they may be obtained.

3. Payments made by EPCM to Subcontractors (excluding payments for Design Professional Services pursuant to

paragraph 10.01.A.4) for Work performed or furnished by Subcontractors. If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor's Cost of the Work and fee shall be determined in the same manner as EPCM's Cost of the Work and fee.

4. Payments made by EPCM for Design Professional Services.

17 Design Phase–General Terms and Conditions

5. Costs of special consultants (including but not limited to testing laboratories, surveyors, attorneys, and accountants) employed for services specifically related to the Work, and for which Owner has given prior approval.

6. Supplemental costs including the following items:

a. The proportion of necessary transportation, travel and subsistence expenses of EPCM's employees incurred in

discharge of duties connected with the Work.

b. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, office and temporary facilities at the Site and hand tools not owned by the workers, which are consumed in the performance of the Work, and cost, less market value, of such items used but not consumed in the performance of the Work.

c. Rentals of all equipment and machinery and the parts thereof whether rented from EPCM or others in

accordance with rental agreements approved by Owner, and the costs of transportation, loading, unloading, installation, dismantling and removal thereof. All such costs shall be in accordance with the terms of said rental agreements. The rental of any such equipment, machinery or parts shall cease when the use thereof is no longer necessary for the Work.

d. Sales, consumer, use, and other similar taxes related to the Work, and for which EPCM is liable, imposed by

Laws or Regulations.

e. Deposits lost for causes other than negligence of EPCM, any Subcontractor or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses.

f. Losses, damages, and related expenses caused by damage to the Work not compensated by insurance or

otherwise, sustained by EPCM in connection with the furnishing and performance of the Work provided they have resulted from causes other than the negligence of EPCM, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses shall include settlements made with the written consent and approval of Owner. No such losses, damages, and expenses shall be included in the Cost of the Work for the purpose of determining EPCM's fee.

g. The cost of utilities, fuel, and sanitary facilities at the Site.

h. Cost of premiums for insurance EPCM is required by the Contract Documents to purchase and maintain.

i. Cost for services necessary to perform the Work will be reimbursed in accordance with Exhibit G.

B. Costs Excluded. The term Cost of the Work shall not include any of the following items:

1. Payroll costs and other compensation of EPCM's officers, executives, principals (of partnerships and sole proprietorships), general managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks and other personnel employed by EPCM whether at the Site or in EPCMr's principal or a branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in paragraph 10.01.A.1, all of which are to be considered administrative costs covered by the EPCM's fee.

2. Expenses of EPCM's principal and branch offices.

3. Any part of EPCM's capital expenses, including interest on EPCM's capital employed for the Work and charges

against EPCM for delinquent payments.

4. Costs due to the negligence of EPCM, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property.

5. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly

included in paragraph 10.01.A.

18 Design Phase–General Terms and Conditions

C. EPCM's Fee. When all the Work is performed on the basis of cost-plus, EPCM's fee shall be as set forth in the Agreement. When the value of the Work covered by a Change Order is determined on the basis of Cost of the Work, EPCM Contractor's fee shall be determined as set forth in paragraph 11.01.C.

D. Documentation. Whenever the cost of any Work is to be determined pursuant to paragraph 10.01.A and 10.01.B, EPCM will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in a form acceptable to Owner an itemized cost breakdown together with supporting data. 10.02 Cash Allowances

A. The Contract Price includes all allowances so named in the Contract Documents. B. Prior to final payment, an appropriate Change Order will be issued to reflect actual amounts due EPCM on account of

Work covered by allowances, and the Contract Price shall be correspondingly adjusted. 10.03 Unit Prices

A. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the Contract Price will be deemed to include for all of Unit Price Work an amount equal to the sum of the established unit prices for each separately identified item of Unit Price Work times the estimated quantity of each item as indicated in the Agreement. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price. Determinations of the actual quantities and classifications of Unit Price Work performed by EPCM will be made by Owner.

B. Each unit price will be deemed to include an amount considered by EPCM to be adequate to cover EPCM's overhead and profit for each separately identified item.

C. EPCM or Owner may make a Claim for an adjustment in the Contract Price in accordance with Article 9 if:

1. the quantity of any item of Unit Price Work performed by EPCM differs materially and significantly from the estimated quantity of such item indicated in the Contract Documents;

2. there is no corresponding adjustment with respect to any other item of Work; and

3. EPCM believes that it is entitled to an increase in Contract Price as a result of having incurred additional expense

or Owner believes it is entitled to a decrease in Contract Price and the parties are unable to agree as to the amount of any such increase or decrease.

ARTICLE 11 – CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIMES 11.01 Change of Contract Price

A. The Contract Price may only be changed due to Uncontrollable Circumstances or Owner’s Fault by a Change Order. EPCM has the burden of substantiating the need for any Change Order and Owner is under no obligation to approve Change Orders concerning Contract Price. Any Claim for an adjustment in the Contract Price shall be based on written notice delivered by the party making the Claim to the other party promptly in accordance with paragraph 9.03.A.

B. The value of any Work covered by a Change Order or of any Claim for an adjustment in the Contract Price will be determined as follows:

1. Where the Work involved is covered by unit prices contained in the Contract Documents, by application of such unit prices to the quantities of the items involved (subject to the provisions of paragraph 10.03); or

2. Where the Work involved is not covered by unit prices contained in the Contract Documents, by a mutually

agreed lump sum (which may include an allowance for overhead and profit not necessarily in accordance with paragraph 11.01.C.2); or

19 Design Phase–General Terms and Conditions

3. Where the Work involved is not covered by unit prices contained in the Contract Documents and agreement to a lump sum is not reached under paragraph 11.01.B.2, on the basis of the Cost of the Work (determined as provided in paragraph 10.01) plus a EPCM's Fee for overhead and profit (determined as provided in paragraph 11.01.C).

C. EPCM's Fee: The EPCM's fee for overhead and profit on Change Orders shall be determined as follows:

1. A mutually acceptable fixed fee; or

2. If a fixed fee is not agreed upon, then a fee based on the following percentages of the various portions of the Cost

of the Work:

a. For costs incurred under paragraphs 10.01.A.1.a and 10.01.A.2, the EPCM's fee shall be_______ percent;

b. For costs incurred under paragraph 10.01.A.3 10.01.A.4, 10.01.A.5 and 10.01.A.6, the EPCM's fee shall be _____ percent;

c. Where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is

agreed upon, the intent of paragraphs 11.01.C.1 and 11.01.C.2.a is that the Subcontractor who actually performs or furnishes Work, at whatever tier, will be paid a fee of five percent (5%) of the costs incurred by such Subcontractor under paragraphs 10.01.A.1 and 10.01.A.2;

d. The amount of credit to be allowed by EPCM to Owner for any change which results in a net decrease in cost

will be the amount of the actual net decrease in cost plus a deduction in EPCM's fee by an amount equal to _____ percent of such net decrease; and

e. When both additions and credits are involved in any one change, the adjustment in EPCM's fee shall be

computed on the basis of the net change in accordance with paragraphs 11.01.C.2.a through 11.01.C.2.d, inclusive. 11.02 Change of Contract Times

A. The Contract Times (or Milestones) may only be changed by a Change Order. Any Claim for an adjustment of the Contract Times (or Milestones) shall be based on written notice pursuant to paragraph 9.01A. EPCM has the burden of substantiating the need for any Change Order concerning Contract Times.

B. Delays Beyond EPCM Contractor's Control. Where EPCM is prevented from completing any part of the Work within the Contract Times (or Milestones) due to Uncontrollable Circumstances or Owner’s Fault, the Contract Times (or Milestones) will be extended in an amount equal to the time lost due to such delay if a Claim is made therefor as provided in paragraph 11.02.A.

C. EPCM’s entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to EPCM’s ability to complete the Work within the Contract Times.

ARTICLE 12 – PAYMENTS TO EPCM AND COMPLETION 12.01 Application for Progress Payment

A. On or about the date established in the Agreement for submission of each application for progress payment (but not more often than once a month), EPCM shall submit to Owner for review an Application for Payment filled out and signed by EPCM covering the Work completed as of the date indicated on the Application and accompanied by supporting documentation as required by the Contract Documents. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing, the Application for Payment shall also be accompanied by a bill of sale, invoice or other documentation warranting that Owner has received the materials and equipment free and clear of all Liens and evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which will be satisfactory to Owner.

20 Design Phase–General Terms and Conditions

B. Beginning with the second Application for Payment, each Application shall include an affidavit of EPCM Contractor stating that all previous progress payments received on account of the Work have been applied on account to discharge EPCM's legitimate obligations associated with prior Applications for Payment.

C. The amount of retainage, if any, with respect to progress payments will be as provided in paragraph 4.02C of the Agreement. 12.02 Progress Payments

A. Procedure. Progress payments shall be made by the Owner to the EPCM according to the following procedure:

1. Owner will, within ten days of receipt of each Application for Payment, either indicate in writing its acceptance of the Application and state that the Application is being processed for payment, or return the Application to EPCM indicating in writing its reasons for refusing to accept the Application. Not more than ten days after accepting such Application the amount will become due and when due will be paid by Owner to EPCM.

2. If Owner should fail to pay EPCM at the time the payment of any amount becomes due, then EPCM may, at any

time thereafter, submit the dispute to dispute resolution under Exhibit K, Supplementary Conditions, but EPCM shall not be entitled to stop work while the matter is being resolved through the dispute resolution process. Written notice shall be deemed to have been duly served if sent by certified mail to the last known business address of Owner.

3. No Progress Payment nor any partial or entire use or occupancy of the Project by Owner shall constitute an

acceptance of any Work not in accordance with the Contract Documents.

B. Reduction in or Refusal to Make Payment. Owner may refuse to make the whole or any part of any such payment, or because of subsequently discovered evidence or the results of subsequent inspections or tests, nullify any previous payment, to the extent that is reasonably necessary to protect Owner from loss because:

1. The Contract Price has been reduced by Change Order; or 2. Claims have been made against Owner on account of EPCM's performance or furnishing of the Work; or

3. There are other items entitling Owner to a set off against the amount for which application is made, including but

not limited to liquidated damages, the cost to offset liens and the cost of corrective work.

C. If Owner refuses to make payment of the full amount requested by EPCM, Owner must give EPCM immediate written notice stating the reasons for such action and promptly pay EPCM any amount remaining after deduction of the amount withheld. Owner shall promptly pay EPCM the amount withheld or any adjustment thereto agreed to when EPCM corrects to Owner’s satisfaction the reason for such action. 12.03 Final Payment

A. Application for Payment.

1. After EPCM has delivered in accordance with the Contract Documents a Guaranteed Maximum Price Proposal for the Construction Phase Services, required Permits and Approvals final Project design, and otherwise completed the Work, EPCM may make application for final payment following the procedure for progress payments.

2. The final Application for Payment shall be accompanied (unless previously delivered) by: (i) all documentation

called for in the Contract Documents.

B. Final Payment and Acceptance. If Owner is satisfied that the Work has been completed and EPCM's other obligations under the Contract Documents have been fulfilled, Owner will, within ten days after receipt of the final Application for Payment, give written notice to EPCM that the Work is acceptable. Otherwise, Owner will return the Application to EPCM, indicating in writing the reasons for refusing to process final payment, in which case EPCM shall make the necessary corrections and resubmit the Application.

21 Design Phase–General Terms and Conditions

C. Payment Becomes Due. Thirty days after the presentation to Owner of the acceptable Application and accompanying documentation, in appropriate form and substance and with Owner's notice of acceptability, the amount will become due and will be paid by Owner to EPCM. 12.04 Final Completion Delayed

A. If, through no fault of EPCM, final completion of the Work is significantly delayed, Owner shall, upon receipt of EPCM's final Application for Payment, and without terminating the Agreement, make payment of the balance due for that portion of the Work fully completed and accepted. Under such circumstance, however, Owner shall retain the amount of retainage that is stipulated in Exhibit G. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. ARTICLE 13 – DISPUTE RESOLUTION 13.01 Methods and Procedures A. Dispute resolution methods and procedures shall be as set forth in the Supplementary Conditions, Exhibit K ARTICLE 14 – MISCELLANEOUS 14.01 Giving Notice

A. Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by certified mail, postage prepaid, to the last business address known to the giver of the notice. 14.02 Computation of Times

A. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation.

14.03 Cumulative Remedies

A. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by:

1. Laws or Regulations; or

2. Any special warranty or guarantee; or

3. Other provisions of the Contract Documents. 14.04 Survival of Obligations

A. All representations, indemnifications, warranties and guarantees made in, required by or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion and acceptance of the Work and termination or completion of the Contract.

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Lithia Hydrogen Sulfide Removal Facility

Exhibit K – Supplementary Conditions

(Dispute Resolution, Owner’s Direct Purchase Program, Forms)

A) Dispute Resolution Process

By entering into this Agreement, Owner and EPCM (the “Parties”) agree to resolve any disagreements concerning the interpretation or application of, or which arise under, the Agreement or concern the performance of either Party hereunder prior to initiating a judicial resolution of any such dispute. The Parties expressly waive their right to seek relief or to resolve such matters arising hereunder through the courts without first having followed this Dispute Resolution Process. However, if the exercise of legal rights and remedies is necessary in order to preserve jurisdiction or prevent a loss of legal rights or remedies, the Party exercising those rights or pursuing those remedies shall seek a stay of the legal action during the pendency of this Dispute Resolution Process. Conflict Assessment Meeting (1) A conflict assessment meeting is the first step in the Dispute Resolution Process. The conflict assessment meeting shall be held at a time and place agreed to by the Parties, but in no event shall this meeting occur more than thirty (30) days after notice is provided by the Party expressing disagreement to the other Party, unless extended by agreement of the Parties. If the Parties do not agree on an extension of time, and if a time and place for a conflict assessment meeting cannot be set within thirty (30) days, this conflict resolution process shall be terminated. (2) During the conflict assessment meeting, the Parties shall discuss and clarify the issues pertaining to the disagreement or dispute from the perspective of each Party and identify all facts relevant to the matter. The Parties will explain their interests, constraints and positions, explore options for resolving the matter, and seek a mutually agreeable settlement of the issue or matter in conflict. (3) At the conflict assessment meeting, the Parties may take whatever steps are necessary to fully resolve the matter, including but not limited to scheduling additional conflict assessment meetings, conducting further informal negotiations, or approving a tentative resolution of the dispute. If a resolution is not reached through the conflict assessment meeting, mandatory non-binding mediation will be held, as follows. Mediation (1) Mediation is a mandatory but non-binding process for resolving disagreements that arise under the Agreement, with the assistance of a neutral mediator. The Parties shall select a mutually acceptable mediator based on qualifications and experience in resolving the issue in conflict, and shall share equally in the costs and expenses of the mediation. (2) The Parties shall be represented at the mediation by those persons with authority to reach or recommend settlement of the dispute. (3) Unless extended by agreement of the Parties, a mediator shall be selected within thirty (30) days of the conclusion of the Conflict Assessment Meeting, and the mediation shall commence within thirty (30) days of the mediator’s selection. Mediation shall continue until a settlement of the dispute is reached or until terminated by a Party. Termination At any stage in the Dispute Resolution Process, either Party may terminate this Process and resort to a judicial resolution of the disagreement or dispute. The Parties shall bear their own costs upon termination of the Process, but termination shall not relieve the Parties of their obligation to share equally in the costs and expenses of any facilitated mediation which was held. If there is a failure to reach settlement through this Process, the Parties may avail themselves of any otherwise available legal remedies and rights.

Page 2 of 5

B) Owner’s Direct Purchase Program

Owner intends to implement an Owner Direct Purchase Sales Tax Savings Program (the “Program”) with respect to

selected purchases of Tangible Personal Property under Tangible Personal Property Supply Contracts. The Parties agree that this Program, which will be substantially as set forth herein, shall be incorporated into all Tangible Personal Property Supply Contracts. The following describes the procedures and requirements by which this Program will be implemented and administered:

(a) Owner and EPCM will cooperate to identify which purchases of Tangible Personal Property shall be

handled through the Program. EPCM shall cooperate with Owner in the implementation of the Program, at no additional cost to Owner.

(b) Owner shall execute and issue all Purchase Orders directly to Suppliers for those purchases under the

Program and shall provide Suppliers with a copy of its Florida Consumer’s Certification of Exemption. EPCM may present such Purchase Orders and Certification of Exemption to Suppliers. Requisitions for Purchase Orders may be prepared, at Owner’s discretion, by either Owner with EPCM review and approval or by EPCM with Owner review and approval; provided, however, that if EPCM prepares a Purchase Order requisition, Owner shall review and approve such requisition for consistency with the terms and conditions of the Tangible Personal Property Supply Contract and the Agreement before execution and issuance directly to Suppliers by Owner.

(c) EPCM is responsible for scheduling, coordinating, delivery, unloading, storage, installation, operation and managing warranties for all Tangible Personal Property purchased by Owner under the Program. EPCM shall visually inspect all shipments from Suppliers and approve shipping records for delivery. EPCM shall insure that all Tangible Personal Property delivered under the Program is accompanied by appropriate documentation to identify the Purchase Order number against which the purchase is made and to confirm that the correct type and quantity of Tangible Personal Property has been delivered in the appropriate condition. Owner may assign to EPCM all contract and warranty rights Owner may have against such Supplier in order to permit EPCM to assert warranty or contract claims for defective or nonconforming materials or equipment directly against the Supplier

(d) Suppliers shall directly invoice Owner for such Tangible Personal Property and Owner shall pay Suppliers directly. Owner acquires title for all Tangible Personal Property upon Supplier’s delivery of such Tangible Personal Property to the Site or other designated job site for the Work. Owner will allow EPCM to review all invoices from Suppliers to confirm their correctness before processing for payment. Upon receipt and acceptance of the Tangible Personal Property by Owner, Owner will deliver the Tangible Personal Property to EPCM for incorporation into the Work.

(e) The Parties acknowledge that Owner assumes the risk of damage or loss at the time of purchase of Tangible

Personal Property for the Work. EPCM shall arrange for the purchase of Builder’s Risk insurance which shall include coverage for Tangible Personal Property purchased by Owner under the Program once the Tangible Personal Property is delivered to Owner by the Supplier and Owner has turned over the Tangible Personal Property to EPCM for incorporation into the Work. Owner shall be named as an Additional Insured under the Builder’s Risk insurance coverage. Insurance premiums paid by EPCM are included and identified within the Guaranteed Maximum Price to be paid by Owner in accordance with the Agreement.

(f) EPCM shall receive as a bonus, at the time of final payment, a sum equal to ten percent (10 %) of the total

amount of sales tax saved by Owner as a result of this Program. (g) EPCM is entitled to charge Owner its overhead and profit on all Tangible Personal Property purchased

directly by Owner under the Program.

(h) For purposes of the Agreement, “Tangible Personal Property” means personal property defined in Section 212.01(19), Florida Statutes, and includes equipment, machinery, goods, and materials purchased by Owner under this Program for use by the Owner in the Work undertaken for Owner under the Agreement by EPCM.

Page 3 of 5

C) Use of Certain Forms

EPCM will be required to utilize the following, or substantially similar, forms in the performance of the Work under the Agreement:

1. RELEASE AND AFFIDAVIT

STATE OF FLORIDA ) COUNTY OF )

Before me, the undersigned authority, personally appeared __________________, who after being duly sworn, deposes and says:

(1) In accordance with the Contract Documents and in consideration of $____________________ paid, _______________________ (“Construction Manager”) releases and waives for itself and its subcontractors, materialmen, successors and assigns, all claims demands, damages, costs and expenses, whether in contract or in tort, against TAMPA BAY WATER, A Water Supply Authority, an interlocal governmental agency of the State of Florida created and existing pursuant to Sections 163.01, 373.1962 and 373.1963, Florida Statutes (“Owner”) relating in any way to the performance of the Agreement between Construction Manager and Owner, dated _______________, 200__, for the period from ________________ to __________________.

(2) Construction Manager certifies for itself and its subcontractors, materialmen, successors and assigns, that all charges for labor, materials, supplies, lands, licenses and other expenses for which Owner might be sued or for which a lien or a demand against any payment bond might be filed, have been fully satisfied and paid.

(3) Construction Manager agrees to indemnify, defend and save harmless Owner from all demands or suits, actions, claims of liens or other charges filed or asserted against Owner arising out of the performance by Construction Manager of the Work covered by this Release and Affidavit.

(4) Construction Manager certifies that it has paid all its subcontractors and materialmen in full all amounts owed them from any previous payments received by Construction Manager from Owner and has not withheld any such amounts. In the event Construction Manager withholds any unpaid amounts due to its subcontractors and/or materialmen from the payment it receives from Owner with respect to the Application for Payment referenced in paragraph 5 below, Construction Manager agrees to immediately refund all such unpaid amounts to Owner.

(5) This Release and Affidavit is given in connection with Construction Manager’s [monthly/final] Application for Payment No._____.

Construction Manager:

By: Its:__________________ President

Date: Witnesses

[Corporate Seal]

STATE OF

COUNTY OF

The foregoing instrument was acknowledged before me this ____ day of ___________, 200__, by ____________________________, as __________________ of _________________, a _______________________ corporation, on behalf of the corporation. He/She is personally known to me or has produced a (state) driver’s license no. as identification.

My Commission Expires: Notary Public (Signature)

(AFFIX NOTARY SEAL) (Printed Name)

(Title or Rank)

Page 4 of 5

2. CHANGE ORDER

CHANGE ORDER NO.____________ CONTRACT NO. _____________

TO:

DATE:

PROJECT NAME:

PROJECT NO.:

Under our AGREEMENT dated _____________________, 200___.

****************************************************************************** You hereby are authorized and directed to make the following change(s) in accordance with terms and conditions of

the Agreement:

For the (Additive) (Deductive) Sum of: ($ ).

Original Agreement Amount $

Sum of Previous Changes $

This Change Order (Add) (Deduct) $

Present Agreement Amount $

The time for completion shall be (increased/decreased) by _______ calendar days due to this Change Order. Accordingly, the Contract Time is now ____________ (_____) calendar days and the Substantial Completion date is ______________. Your acceptance of this Change Order shall constitute a modification to our Agreement and will be performed subject to all the same terms and conditions as contained in our Agreement indicated above, as fully as if the same were repeated in this acceptance. The adjustment, if any, to the Agreement shall constitute a full and final settlement of any and all claims arising out of or related to the change set forth herein, including claims for impact and delay costs.

Accepted:____________________, 200____

Construction Manager: OWNER:

TAMPA BAY WATER, A Regional Water Supply Authority

By: By:

Page 5 of 5

3. TRUTH-IN-NEGOTIATION CERTIFICATE

In compliance with the Consultants’ Competitive Negotiation Act, Section 287.055, Florida Statutes,

______________________ hereby certifies that wage rates and other factual unit costs supporting the compensation for the construction management services of EPCM to be provided under this Agreement concerning engineering, procurement and construction management of the Lithia Hydrogen Sulfide Removal Facility Treatment are accurate, complete and current as of the time of contracting.

EPCM By:

Print Name:________________________________________

Title: _____________________________________________

Date:

Page 1 of 2

Lithia Hydrogen Sulfide Removal Facility

Exhibit L – Insurance

Insurance Requirements

Owner requires EPCM and all Subcontractors to provide or procure and maintain coverage for not less than the following amounts or greater where required by Laws or Regulations: 1. Commercial General Liability. The coverage(s) shall be no less than: (a) Minimum limits of $1,000,000.00 per occurrence combined single limit for all liability must be provided, with

umbrella insurance making up the difference between the policy limits of underlying policies and the total amount of coverage required. The referenced limit shall be provided as a separate aggregate for the Work (Project Aggregate).

(b) Minimum limits of $2,000,000.00 Aggregate single limit for all liability must be provided, with umbrella insurance making up the difference between the policy limits of underlying policies and the total amount of coverage required. The referenced limit shall be provided as a separate aggregate for the Work (Project Aggregate).

2. Business Automobile Liability. The coverage shall be no less than:

(a) Minimum limits of $1,000,000.00 combined single limit for all liability must be provided.

3. Umbrella/Excess Liability. The coverage shall be no less than:

(a) Minimum limits of $10,000,000.00 per occurrence must be provided. 4. Worker's Compensation and Employer's Liability. The coverage shall include:

(a) Coverage A: State: Statutory limits under the Laws of the State of Florida.

Federal: Statutory limits under the Laws of the United State of America (e.g., Longshoremen's, etc.)

(b) Coverage B: Employer's Liability, bodily injury, occupational sickness or disease, or death of CONTRACTOR'S employees

shall be no less than: (1) $500,000.00 Each Accident (2) $500,000.00 Each Disease (3) $500,000.00 Each Employee

Owner requires EPCM to purchase workers compensation insurance for all their employees regardless of the number of employees they have and regardless of any other exemptions. Florida law permits employers who may be exempt from purchase of coverage to waive their exemptions and purchase the coverage. Owner requires EPCM to purchase said coverage.

5. Professional Liability Insurance. Coverage shall be purchased and maintained in force by EPCM of no less than $5,000,000.00 per claim/aggregate.

6. Aggregate limits for General Liability coverage shall be separately applicable to Work performed under this Agreement through the use of an endorsement approved by Owner. Applicable deductibles or self-insured retention, not to exceed $25,000.00, shall be the sole responsibility of EPCM.

7. Unless Owner approves coverage through an established EPCM self-insurance program, Owner requires EPCM to provide a Certificate of Insurance either using the following form or an approved ACORD form:

Page 2 of 2

Issue Date: Contract Number:

2575 Enterprise Road, Clearwater, Florida 33763-1102 Phone: 727.796.2355 Fax: 727.791.2388 Suncom: 513.7010 www.tampabaywater.org

CANCELLATION: Should any of the below described policies be cancelled, non-renewed or adversely changed before the expiration date thereof, the issuing company will provide 30 days written notice to TAMPA BAY WATER by certified mail.

Producer: Insured:

Companies Affording Coverage: Best Rating/Class:

A.

B. C.

D.

E.

COVERAGES: This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period indicated.

Co.

Le

tte ARTICLE 1 – TYPE OF INSURANCE

POLICY NUMBER

POLICY EFF. DATE

POLICY EXPIR. DATE

LIMITS ALL LIMITS IN THOUSANDS

EACH OCCURRENC

E

AGGREGATE

BI & PD Combined $ $ Bodily Injury $ $ Property Damage $ $ Products Comp/OP $ $ Personal & Adv. Injury

$ $

General Liability Commercial Form

Occurrence Claims Made Comprehensive Form Premises Operations Explosion, Collapse, Underground

Hazard Products/Completed Operations

Hazard Contractual Insurance Broad Form Property Damage Independent Contractor Personal Injury

* Separate Project Agg. For Tampa Bay Water

$

Combined Single Limit Bodily Injury (Per Person) Property Damage

Automobile Liability Any Auto All Owned Autos Scheduled Autos Hired Autos Non-Owned Autos

Each Occurrence $ Aggregate $

Umbrella/Excess Liability Umbrella Form Excess Form Following Form Coverage

Statutory Coverage Limit $

EL Each Accident $ EL Disease Policy Limit $

Workers’ Compensation and Employers’ Liability

EL Disease Each Employee $ Professional Liability

Claims Made Occurrence Retro Date:

$

$

Builder’s Risk All Risk Permission to Occupy All Owner’s Contractors,

Subcontractors’ Interests Covered

Installation Floater

$

$

Fidelity Employee Dishonesty Covers Loss to Tampa Bay Water

$

Other

Description of Operations/Locations/Vehicle/Special Items: * Specific Project or Location:

CERTIFICATE HOLDER and ADDITIONAL INSURED Tampa Bay Water, its Consultants, Subsidiaries or Affiliates and each of Tampa Bay Water’s Directors, Officers, Employees, Representatives, Agents or Volunteers.

Authorized Representative: (Signature required) Address: Telephone: Fax:

Exhibit M-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit M – Open Book Criteria and Requirements 1.1 INTRODUCTION – This Exhibit outlines the Open Book Criteria and Requirements that will be used in the development of the GMP in the Project Design Phase and used in the administration of Project Construction Phase of the Lithia Hydrogen Sulfide Removal Facility. The Lithia Hydrogen Sulfide Removal Facility Construction Phase Work (hereinafter referred to as “Work”) and the GMP shall be administered on an Open Book arrangement relative to all costs, fees, expenses and other charges for the work. All bid packages, bids, bid awards and subcontracts, sole source determinations, requests for payment and invoices for the work, and any other documents requested by Tampa Bay Water, hereinafter referred to as the Owner, shall be reviewed by the Owner to verify that charges and costs reflected therein and payments requested are reasonable, necessary, and within the GMP. All requests for payment or invoices submitted by the EPCM shall be accompanied by sufficient documentation and records that allow the Owner to conduct an Open Book review and verify that all costs, fees, expenses and charges reflected therein are reasonable and necessary. The minimum required deliverables to be submitted to the Owner include, but are not limited to, the deliverables listed in Exhibit 3, as well as deliverables required in any other parts of the Construction Phase Services Agreement. 1.2 COST OF THE WORK – The term Cost of the Work shall mean costs reasonably incurred by the EPCM in the proper performance of the Work. For each Subcontract, Material Purchase Order, and Process Equipment Purchase Order that exceeds $50,000.00, the EPCM shall solicit and obtain a minimum of three (3) competitive bids as further explained in paragraph 16.7 below, unless specifically waived in writing by the Owner for each procurement. 1.3 GUARANTEED MAXIMUM PRICE (GMP) – The Guaranteed Maximum Price for the overall project is identified and set forth in Exhibit 3. The Cost of the Work contained in the GMP shall include, but is not limited to the following:

.1 Wages of direct employees of the EPCM performing the Work at the Site or, with Owner’s agreement, at locations off the Site, provided, however, that the costs for those employees of the EPCM performing design services shall be calculated on the basis of prevailing market rates for personnel performing such services or, if applicable, those rates set forth in an exhibit to this Agreement.

.2 Wages or salaries of the EPCM’s supervisory and administrative

personnel engaged in the performance of the Work and who are located at the site or working off-site to assist in the production or transportation of material and equipment necessary for the Work.

Exhibit M-2

.3 Wages or salaries of the EPCM’s personnel stationed at the EPCM’s principal or branch offices and performing project related engineering, procurement, construction management, start-up, commissioning, training, and administration services will be included in the fixed fee, and billed to the project as a percent of the direct costs.

.4 Wages or salaries of the EPCM’s or subcontractor’s construction craft

personnel engaged in the performance of the Work and who are located at the site or working offsite to assist in the production or transportation of material and equipment necessary for the Work.

.5 Payments properly made by the EPCM to Contractors, Subcontractors

and Design Consultants for performance of portions of the Work, including any insurance and bond premiums incurred by Contractors, Subcontractors and Design Consultants.

.6 Costs, including transportation, inspection, testing, storage, and handling,

of materials, equipment and supplies incorporated or reasonably used in completing the Work.

.7 Costs less salvage value of materials, supplies, temporary facilities,

machinery, equipment and hand tools not customarily owned by the workers that are not fully consumed in the performance of the Work and which remain the property of the EPCM, including the costs of transporting, inspecting, testing, handling, installing, maintaining, dismantling and removing such items.

.8 Costs of removal of debris and waste from the Site.

.9 The reasonable costs and expenses incurred in establishing, operating

and demobilizing the Site office, including the cost of facsimile transmissions, long distance telephone calls, postage and express delivery charges, telephone service, photocopying and reasonable petty cash expenses.

.10 Rental charges and the costs of transportation, installation, minor repairs

and replacements, dismantling and removal of temporary facilities, machinery, equipment and hand tools not customarily owned by the workers, which are provided by the EPCM at the Site, whether rented from the EPCM or others, and incurred in the performance of the Work.

.11 Premiums for required insurance and bonds for the performance of the

Work.

.12 All fuel costs incurred in the performance of the Work. The Owner will provide and pay reasonable costs for electricity, water and sanitary sewage disposal during the construction, start-up, and commissioning period. The EPCM will include in their GMP all costs to make temporary connections for these Owner furnished utilities. The EPCM will ensure

Exhibit M-3

that any waste disposed of in the sewage connection is of acceptable quality to the receiving entity.

.13 Owner will procure equipment and materials necessary to construct the

Work through a sales tax exemption process referred to as Owner’s Direct Purchase (ODP) as defined in Exhibit 13.

.14 Costs for permits, royalties, licenses, tests, and inspections incurred by

the EPCM as a requirement of the Agreement.

.15 Costs incurred in preventing damage, injury, or loss in case of an emergency affecting the safety of persons and property.

.16 Costs for offsite storage of equipment and materials as approved by the

Owner in advance and in writing.

.17 Costs for all factory start-up services, training, and spare parts required for a complete and functioning Lithia Hydrogen Sulfide Removal Facility.

.18 All other costs necessary to design, construct, start-up, and achieve final

completion and acceptance of the Work by Owner, in complete accordance with the EPCM Design Package contract documents and standard industry practice. The GMP shall include all costs for a complete and functioning Lithia Hydrogen Sulfide Removal Facility, which meets or exceeds all performance criteria in the Construction Phase Services Agreement, including all costs for items, which are required to design, construct, and start-up the Lithia Hydrogen Sulfide Removal Facility, regardless of whether or not information or details are specifically shown, specified, or inferred.

1.4 SEPARATE MAXIMUM PRICE FOR THE EPCM’S FIELD MANAGEMENT – A separate Maximum Price shall be agreed upon for the EPCM ’s Field Management required for the overall project, and this price shall be clearly identified in the GMP as a separate Maximum Price within the overall project GMP. A detailed line breakdown will be provided in the GMP review package for all costs included in the Maximum Price for the EPCM ’s Field Management. This Maximum Price will not include the EPCM ’s Fixed Fee (OH & P), as this Fee is contained in another line item in the overall project GMP. 1.5 SEPARATE MAXIMUM PRICE FOR CONSTRUCTION PHASE ENGINEERING SERVICES – A separate Maximum Price shall be identified for Construction Phase Engineering Services for the Lithia Hydrogen Sulfide Removal Facility, including the EPCM’s costs as well as any and all consultants and subconsultants costs, and the price shall be clearly identified in the GMP as a separate Maximum Price within the overall project GMP. A detailed breakdown will be provided in the GMP review package for all costs included in the GMP for Construction Phase Engineering Services. 1.6 NON-REIMBURSABLE COSTS – The following shall be excluded from the Cost of the Work:

Exhibit M-4

.1 Compensation for the EPCM and subcontractor personnel stationed at

the individual entities’ principal or branch offices, except as provided for in Sections 16.3.1, 16.3.2, and 16.3.3 hereof.

.2 Overhead and general expenses, except as provided for in Section 16.3.3

hereof, or which may be recoverable for changes to the Work.

.3 The cost of the EPCM’s and subcontractor’s capital used in the performance of the Work.

.4 Costs that would cause the GMP, as adjusted in accordance with the

Construction Phase Services Agreement Documents to be exceeded.

.5 Costs incurred by the EPCM and or/Subcontractors for employee benefits, premiums, taxes, insurance, contributions and assessments required by law, collective bargaining agreements, or which are customarily paid by the EPCM, or their subcontractors, to the extent such costs are based on wages and salaries paid to employees of the EPCM or subcontractors covered under Sections 16.3.1 through 16.3.4 hereof.

.6 The reasonable portion of the cost of travel, accommodations and meals

for the EPCM’s and subcontractor’s personnel necessarily and directly incurred in connection with the performance of the Work. These costs shall be included in the Fixed Fee percentage.

.7 Costs that would cause the Maximum Price for the EPCM Field

Management, identified in 16.4 above, to be exceeded.

.8 Costs that would cause the Maximum Price for Construction Phase Engineering Services for the Work, identified in 16.5 above, to be exceeded.

1.7 COMPETITIVE BIDDING PROCESS – For each Subcontract, Material Purchase Order, and Process Equipment Purchase Order that exceeds $50,000.00, the EPCM shall solicit and obtain a minimum of three (3) competitive bids, unless specifically waived in writing by the Owner for each procurement. The following outlines the procedures for the bidding process: .1 Prospective Bidders – Qualified firms will be identified by the EPCM for

each Bid Package, and a Master Bidders List will be maintained. .2 Prequalification of Subcontractors – All subcontractors shall be pre-

qualified by the EPCM and approved by the Owner prior to receiving a Bid Package. The prequalification package shall contain as a minimum, a Safety and Health Questionnaire, Financial Questionnaire, Project Experience information, references from previous projects, and any other related information. Prequalification criteria shall be developed by the EPCM, approved by Owner, and used to evaluate all subcontractors who

Exhibit M-5

submit prequalification packages. All subcontractors who meet the prequalification criteria shall be allowed to bid on the work for which they are pre-qualified.

As a minimum, sub-contractors must meet the following requirements in

order to be allowed to bid work on this project:

a. Experience Modification Rate (EMR) for each of the past three premium years equal to or less than 1.0

b. Successful completion of three (3) similar water treatment plants within the past five (5) years, which are similar in size and complexity.

c. Ability to provide sufficient Bonding and Insurance coverage as required by the EPCM and approved by Owner

d. Any other requirements established by the EPCM and Owner .3 Pre-Bid Review of Bid Packages – All Bid Packages for subcontractors,

material suppliers, and process equipment procurement shall be submitted for review to the Owner prior to issuing for bids.

.4 Bid openings – All bids will be opened in accordance with the EPCM ’s

standard policy and as approved by Owner. .5 Non-Collusion Affidavits – The EPCM and all subcontractors and

suppliers are required to fully comply with the requirements contained in the Construction Phase Services Agreement. All subcontractors and suppliers shall submit a non-collusion affidavit in substantially the same form as provided in Exhibit 13 prior to or at the time of subcontract or purchase order execution.

.6 Post-Bid Review of Bids – The EPCM shall submit to Owner, copies of all

bids submitted for each bid package, accompanied by a Bid Tabulation Form and a recommendation for award. The Owner reserves the right to reject any bid.

1.8 SUBCONTRACTS AND PURCHASE ORDERS – The EPCM will provide copies of all executed subcontracts and purchase orders to the Owner for review. Copies of all executed Change Orders to subcontractors, material suppliers, and process equipment suppliers will also be provided. 1.9 SELF-PERFORMING WORK – Upon written approval from Owner, the EPCM shall be eligible to self-perform or subcontract certain portions of Work on the Project that is not competitively bid such as general Work or services required for use by all subcontractors, Work where competitive bidding is deemed impractical or inappropriate, when Work is done on an emergency basis, when other Work needing to be performed expeditiously where time required for bidding would seriously delay the Project, or other Work where it is in the interest of the Owner to have the EPCM perform the Work. The cost of this Work shall be negotiated as a lump sum price or done on a time-and-material basis. The Owner shall approve, in writing having the EPCM perform such

Exhibit M-6

Work prior to the EPCM performing such Work, except verbal approval is required and acceptable for Work done on an emergency basis. On non-emergency work and non-critical path Work, the EPCM will provide a price and schedule to the Owner for such Work, and the Owner shall have 21 days to approve price and schedule. 1.10 BILLING PROCESS – Monthly Pay Applications shall be submitted to the Owner by the EPCM. The Monthly Pay Application Package format for the EPCM, consultants, and subcontractors shall be submitted prior to the first billing for review and approval by Owner. Each Pay Application package will include: .1 Master Cost Report .2 Updated Master Project Schedule .3 Master Invoice Form .4 Cost of the EPCM ’s Field management Costs based on a percent complete

and a schedule of values approved by Owner .5 Construction Phase Engineering costs based on a percent complete and a

Schedule of Values approved by Owner .6 Schedule of Values for the EPCM, any Engineering Consultant, and each

subcontractor showing percent complete .7 Copies of invoices from material and equipment suppliers .8 Appropriate Lien Waivers and other required documentation shall be provided .9 List of stored material and equipment .10 Any other documentation requested by the Owner as agreed to by the parties 1.11 OPEN BOOK DELIVERABLES - Deliverables required to be submitted to Owner, either initially, or on an ongoing monthly basis, include, but are not limited to the following. Any information not specifically listed, will be submitted, upon request, to the Owner in order to conduct an Open Book review and verify all costs.

.1 Monthly Deliverables

a. Monthly Pay Application including all required back-up data b. Master Project Cost Report (updated monthly) c. Master Project Schedule (updated monthly) d. Contingency Register (updated monthly) e. Change Order Register (updated monthly) f. Any other documentation requested by Owner, as agreed to by

the parties. .2 Procurement and Construction Phase Deliverables

a. Master Bidders List b. Subcontractor Pre-Qualification Packages c. Copies of Subcontractor Bid Packages d. Copies of Major Material Bid Packages, if not included in the

general contractors scope e. Copies of Process Equipment Bid Packages, if not included in the

general contractors scope f. Market Value Analysis of all sole source equipment

procurements

Exhibit M-7

g. Copies of all Subcontracts h. Copies of all Purchase Orders i. Copies of all change orders j. Non-Collusion Affidavits for all Subcontractors k. Any other documents requested by Owner.

1.12 SOLE-SOURCE EQUIPMENT PROCUREMENT – For all major Process Equipment (defined as all treatment process and hydraulic conveyance related equipment that has a purchase price greater than $5000) or subcontracts which may be procured from a sole-source by the EPCM without receiving three (3) competitive bids, the EPCM shall provide, for each piece of major Process Equipment, documentation listing the purchase price of three (3) similar systems procured within 24 months.

Sole Source List Description 1 TBD TBD 2 TBD TBD N TBD TBD 1.13 SUBCONTRACT BID PACKAGES – For each direct hired Subcontract that exceeds $50,000.00, the EPCM shall solicit and obtain a minimum of three (3) competitive bids, unless specifically waived in writing by the Owner for each procurement. At a minimum, the EPCM shall develop Bid Packages and obtain competitive bids for the following Bid Packages, subject to review and approval by Owner:

# Sub-Contractor Base on EPCM Design Package1 TBD TBD 2 TBD TBD N TBD TBD 1.14 PROCESS EQUIPMENT AND MAJOR MATERIAL BID PACKAGES - For each Major Process Equipment Package and Major Material Bid Package (defined as materials needed to complete the work that have an aggregate purchase price value of greater than $50,000), the EPCM shall solicit and obtain a minimum of three (3) competitive bids, unless specifically waived in writing by the Owner for each procurement.

# Equipment Base on EPCM Design Package 1 TBD TBD 2 TBD TBD N TBD TBD 1.15 USE OF CONTINGENCY – The contingency shall be included in the GMP and shall be clearly identified. Prior to the use of any contingency, the EPCM shall provide the Owner with a written request for approval detailing the costs anticipated to be

Exhibit M-8

charged against the contingency, the basis for requiring the use of the contingency, and then must receive Owner’s written approval of the use of the contingency, which shall not be unreasonably withheld. The contingency shall not be used for escalation of costs for labor or materials post issuance of an applicable purchase order or contract, schedule acceleration, out of scope work, cost overruns associated with the EPCM's field and home office management services, and cost overruns associated with design services. Any savings within any of the Categories of Charges within the GMP shall accrue and be allocated to the contingency. Any other contingency funds included in the GMP by the EPCM and/or all subcontractors, process equipment suppliers, major material suppliers, design consultants, and other parties performing work or supplying materials and services on the project, shall also be clearly identified in the GMP. A contingency register, updated monthly, shall be submitted with each pay application. Once the majority of all procurement and bid packages are bid, any savings from these bid packages shall become part of the project contingency, and the use of these funds, must be approved in writing by the Owner as outlined above. Contingency shall not be used for the following unless approved in advance, in writing, by Owner:

.1 Labor Cost Escalations .2 Material Cost Escalations .3 Schedule Acceleration .4 Cost overruns associated with the EPCM’s Field and Home Office

Management

1.16 OPEN BOOK REVIEW OF GMP DOCUMENTATION – A minimum of ninety (90) working days shall be allowed after receipt of the EPCM’s GMP r for the Owner to review and decide whether to accept the EPCM’s GMP Proposal. This includes the Open Book review of Bid Packages, Subcontracts, Purchase Orders, Consultant’s Contracts, and any other information requested by Owner. 1.17 FIXED FEE – For performing the Work, the EPCM and the Owner agree that EPCM will be paid a Fixed Fee of (X.X% to be negotiated) to cover EPCM’s overhead and (Y.Y% to be negotiated) to cover EPCM’s margin fee. The EPCM’s Fixed Fee is included in the total GMP. For each pay application, EPCM shall charge the Owner a Fixed Fee for costs incurred to date (excluding any applicable retainage until such retainage is due and payable). The overhead portion of the Fixed Fee will not be paid on the EPCM Field Management cost. The total Fixed Fee is equal to the sum of (i) the costs minus the EPCM Field Management cost multiplied by (X.X% to be negotiated) for the overhead fee; and (ii) the costs multiplied by (Y.Y% to be negotiated) for the margin fee. A detailed line item breakdown will be included in the GMP review package for all costs, which are included in the Fixed Fee. EPCM’s Fixed Fee shall apply to all costs incurred by EPCM in connection with the Work (except overhead on EPCM Field Management) including any costs included within the contingency that is part of the GMP and any Allowance items. Sample calculations:

Exhibit M-9

For all line items but EPCM Field Management: Fixed Fee = Line Item Cost * 0.0XX + Line Item Cost * 0.0YY For EPCM Field Management line item: Fixed Fee = Line Item Cost * 0.0YY 1.18 The EPCM shall include in Exhibit 9, unit prices for T&M work, including, but not limited to unit prices for labor, equipment, and materials. The Owner reserves the right to negotiate these rates after receipt of subcontractor bids by the EPCM. 1.19 USE OF OWNER’S ALLOWANCE – The GMP shall include an Owner’s Allowance that is to be used at the full and absolute discretion of the Owner.

Agreement for Construction Phase Services

Lithia Hydrogen Sulfide Removal Facility

Exhibit N – Agreement for Construction Phase Services

Lithia Hydrogen Sulfide Removal Facility

EPCM Agreement for Construction Phase Services

Agreement for Construction Phase Services

TABLE OF CONTENTS Page

RECITALS ..................................................................................................................................................................................1 ARTICLE 1 – WORK .................................................................................................................................................................1 ARTICLE 2 – THE PROJECT....................................................................................................................................................1 ARTICLE 3 – PROJECT CONSTRUCTION.............................................................................................................................2 3.01 Construction Management ..............................................................................................................................................2 3.02 Progress of the Work ......................................................................................................................................................2 3.03 Construction Monitoring.................................................................................................................................................3 3.04 Protection of Work and Property During Construction ..................................................................................................3 3.05 Self-Performance of Work..............................................................................................................................................4 ARTICLE 4 – CONTRACT TIMES ...........................................................................................................................................4 4.01 Time of the Essence........................................................................................................................................................4 4.02 Dates for Substantial Completion and Final Payment ....................................................................................................4 4.03 Liquidated Damages .......................................................................................................................................................4 ARTICLE 5 – CONTRACT PRICE............................................................................................................................................4 5.01 Contract Price .................................................................................................................................................................4 5.02 Guaranteed Maximum Price ...........................................................................................................................................4 5.03 Open Book Review of GMP...........................................................................................................................................5 ARTICLE 6 – PAYMENT PROCEDURES ...............................................................................................................................5 ARTICLE 7 – INTEREST...........................................................................................................................................................6 7.01 Defined Terms ................................................................................................................................................................6 ARTICLE 8 – EPCM’s REPRESENTATIONS..........................................................................................................................6 ARTICLE 9 – CONTRACT DOCUMENTS ..............................................................................................................................7 ARTICLE 10 – MISCELLANEOUS ..........................................................................................................................................8 10.01 Definitions ....................................................................................................................................................................8 10.02 Assignment ...................................................................................................................................................................8 10.03 Binding Agreement.......................................................................................................................................................8 10.04 Severability ...................................................................................................................................................................8 10.05 Use of Documents.........................................................................................................................................................8 10.06 Electronic Media...........................................................................................................................................................9 10.07 Insurance and Bonds .....................................................................................................................................................9 10.08 Termination...................................................................................................................................................................9 10.09 Controlling Law .........................................................................................................................................................10 10.10 Successors, Assigns, and Beneficiaries.......................................................................................................................10 10.11 Dispute Resolution......................................................................................................................................................11 10.12 Hazardous Environmental Condition..........................................................................................................................11 10.13 Indemnification...........................................................................................................................................................11 10.14 No Consequential or Punitive Damages .....................................................................................................................11 10.15 Notices ........................................................................................................................................................................12 10.16 Survival.......................................................................................................................................................................12 10.17 Severability .................................................................................................................................................................12 10.18 Waiver.........................................................................................................................................................................12 10.19 Headings .....................................................................................................................................................................12 10.20 Project Guaranty .........................................................................................................................................................12 10.21 Waiver of Jury Trial....................................................................................................................................................13 10.22 Prohibition Against Contingent Fees ..........................................................................................................................13

Agreement for Construction Phase Services

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AGREEMENT

BETWEEN OWNER AND EPCM FOR CONSTRUCTION PHASE SERVICES

ON THE BASIS OF A GUARANTEED MAXIMUM PRICE This AGREEMENT is made and entered into this ______ day of ________, 2009, by and between TAMPA BAY WATER, A Regional Water Supply Authority, an interlocal governmental agency of the State of Florida created and existing pursuant to Sections 163.01, 373.1962 and 373.1963, Florida Statutes, (herinafter referred to as “Owner”), and ________________________, a corporation of the State of ________________, or other business entity authorized to do business in the State of Florida (herinafter referred to as “EPCM”). RECITALS

A. Owner is authorized and empowered to execute contracts for engineering design, procurement, construction management, construction, and operations and maintenance services;

B. Owner executed the Design Phase Services Agreement with EPCM for the Lithia Hydrogen Sulfide Removal Facility (the “Project”) on ______________, 2009;

C. Owner has entered into a contract with Carollo Engineers, PC, to act as their “Owner’s Engineer” for the Project;

D. EPCM submitted a Guaranteed Maximum Price Proposal to Owner in accordance with the Design Phase Services Agreement for construction of the Project, which has been accepted by Owner;

E. EPCM has represented to Owner that it has the requisite skills, expertise and experience to provide the required Construction Phase Services for the Project;

F. Owner now engages EPCM for the Construction Phase of the Project at the Guaranteed Maximum Price and subject to Open Book review; and

G. Owner may subsequently enter into a separate agreement for the provision of operations and maintenance services for the Project with EPCM or another entity.

NOW, THEREFORE, in consideration of the premises set forth above and of the mutual promises set forth below, and other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: ARTICLE 1 - WORK 1.01. EPCM shall complete all Work and provide Construction Phase Services as specified in the Scope of Work, Exhibit 1, and as set forth in this Agreement and all Exhibits included herewith. ARTICLE 2 - THE PROJECT 2.01. The Project for which the Work under this Construction Phase Services Agreement may be the whole or only a part is generally described as a construction and final completion of a water treatment facility with treatment design capacity of

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forty-five (45) million gallons per day which is primarily designed to remove hydrogen sulfide utilizing ozone technology, as more specifically set forth in the Design Package, Exhibit 2, and in compliance with all Permits and Approvals, Exhibit 4. ARTICLE 3 –PROJECT CONSTRUCTION 3.01 Construction Management

A. EPCM shall perform the Work in accordance with generally accepted construction practice and shall have exclusive responsibility for all construction means, methods, techniques, sequences, and procedures necessary or desirable for the correct, prompt, and orderly prosecution and completion of the Work as required by this Agreement. The responsibility to provide the construction means, methods, techniques, sequences and procedures referred to above shall include, but not be limited to, the obligation of the EPCM to provide the following construction requirements: temporary power and light; temporary offices and construction trailers; required design certifications; required approvals; weather protection; site clean-up and housekeeping; construction trade management; temporary parking; a construction safety plan; safety and first aid facilities; correction of or compensation for defective work or equipment; Subcontractors' insurance certificates; storage areas; workshops and warehouses; temporary fire protection; site security; temporary Utilities; including without limitations; potable water and water for use in performing the Work (in all cases, including a backflow preventer meeting ANSI A40.6); phone; sanitary; gas; Subcontractor and vendor qualification; equipment and materials procurement and expediting; receipt and unloading and proper storage of delivered materials and equipment; erection rigging; temporary supports; submittal and shop drawings review and orderly filing system; construction and procurement critical path scheduling; construction coordination; and cooperation with Owner in implementation of the Owner’s Direct Purchase Program. B. EPCM shall obtain completeness determinations from regulatory agencies for all applications submitted by EPCM and shall secure all Permits and Approvals for Construction Phase Services set forth in Exhibit 4 necessary for construction, start-up and testing of the Facility. Owner shall reasonably cooperate with EPCM in connection with the foregoing undertaking, (provided that such cooperation shall not include the direct payment of any associated costs or expenses beyond those specified in the GMP, if any) and shall provide EPCM with such relevant data or documents as are within its control which are reasonably required for such purposes. 3.02 Progress of the Work A. EPCM shall utilize Suretrak Project Scheduler by Primavera Systems, Inc., Version 2.0, or an alternative scheduling program agreed to by the parties, for scheduling and planning all Work. B. EPCM shall prepare and submit to Owner’s Engineer a Critical Path Method (CPM) precedence method schedule to coordinate, plan, schedule and perform the Work under this Agreement demonstrating complete fulfillment of all Agreement. C. EPCM shall resource and cost-load the CPM schedule and provide the resulting cost curves showing: 1. Anticipated scheduled dollar expenditures versus time by month; and 2. Scheduled man-hours versus time for each labor category and each Subcontractor. D. The cost-loaded CPM schedule shall be the basis of the Schedule of Values submitted by EPCM and included in Exhibit 9. Within fifteen (15) days prior to the anticipated Notice to Proceed, EPCM shall submit the resource and cost-loaded CPM schedule in conformance with the Schedule of Values to Owner’s Engineer. E. Within fifteen (15) days prior to the anticipated Notice To Proceed, EPCM shall submit to Owner’s Engineer a network diagram describing the activities to be accomplished during the Construction Phase and their dependency relationships (predecessor/successor) as well as cost curves and a tabulated schedule as herein defined. The schedule produced and submitted shall indicate interim milestone dates and the Scheduled Acceptance Date, identical to the Milestone and Completion dates specified elsewhere in this Agreement. Owner’s review and acceptance of the CPM schedule and network diagram shall not relieve EPCM of any of its responsibilities whatsoever for the accuracy or feasibility of the Project Schedule, or EPCM’s ability to meet Milestone dates and achieve Substantial Completion and Acceptance in accordance with the Project Schedule and this Agreement. F. EPCM shall prepare and submit progress reports in accordance with Owner’s directions, but in no event shall EPCM prepare and submit progress reports less frequently than monthly.

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3.03 Construction Monitoring A. During the progress of the Work, EPCM shall at all times during normal working hours afford Owner and Owner’s Engineer every reasonable opportunity for observing all Work at the Site. During any such observation, all representatives of Owner and Owner’s Engineer shall comply with all safety and other rules and regulations applicable to presence in or upon the Site, including those adopted by EPCM. 3.04 Protection of Work and Property During Construction A. EPCM shall have full responsibility for: locating all underground Utilities in advance of excavation (whether they be indicated in the Design Package, Exhibit 2, or indicated by visible markers); scheduling excavation and uncovering in advance, unless it conflicts with Work already uncovered; shoring, blocking, and protecting underground Utilities; repairing any damage done to the satisfaction of Owner and Owner’s Engineer, and the owners of those underground Utilities; promptly notifying Owner and Owner’s Engineer of any newly discovered underground Utility; and the safety, protection and repairing of any damage done to any affected Work. Al1 costs involved and time required to perform these responsibilities shall be considered as having been included in the GMP and in the Project Schedule. B. EPCM shall use care and diligence, and shall take all appropriate precautions, to protect the Work and the Site and the property of other persons (including any materials, equipment, or other items furnished by Owner) from damage due to the nature of the Work, the natural elements, carelessness of others, and from any cause, until Final Completion of the Work and for such purpose, EPCM shall provide fencing, protective features (such as tarpaulins, boards, boxing, frames, canvas guards, and fireproofing), and other safeguards to the extent EPCM reasonably determines such are necessary and proper in the performance of the Work. EPCM shall ensure that each employee, representative, Subcontractor, and others acting for the EPCM use designated access roads and parking areas. EPCM shall employ watchmen on the Site when necessary and shall also erect and maintain such strong and suitable barriers and such lights as shall effectively prevent the happening of any accident to health or to property or to any partially completed Work or to any materials stored on or adjacent to the Site. EPCM shall employ any additional temporary fencing and gates to adequately protect the Work. Stored materials shall be kept in a neat and orderly manner. Materials that are subject to deterioration by exposure to the sun, rain or other elements shall be kept adequately covered and protected. EPCM shall be responsible for protecting all stored materials and the Site safe from theft and vandalism. Al1 costs involved and time required to perform these responsibilities shall be considered as having been included in the GMP and in the Project Schedule. C. EPCM shall notify owners of adjacent property (including underground Utility owners) not less than forty-eight (48) hours, or the time period required by Applicable Law, whichever period is longer, prior to commencing the Work, and shall coordinate and cooperate with them in the location, protection, removal, relocation, and/or replacement of their property. All damage, injury or loss to property caused, directly or indirectly, in whole or part, by EPCM, any Subcontractor or Supplier or anyone for whose acts any of them may be liable, shall be remedied at EPCM’s expense, which shall be considered to have been included in the GMP. D. In case of damage or destruction to the Work, the Site or adjacent properties resulting from any cause, and regardless of the extent thereof or the estimated cost of repair, replacement or restoration, and whether or not any insurance proceeds are sufficient or available for the purpose, EPCM shall immediately undertake and complete the repair, replacement and restoration of the damage or destruction to the character and condition existing immediately prior to the damage or destruction, all at EPCM's sole cost and expense, which shall be considered to have been included in the GMP, except in the event that such damage or destruction is caused by Owner’s Fault or an Uncontrollable Circumstance. E. EPCM shall notify Owner immediately of any damage or destruction to the Work, the Site or any adjacent properties, including, but not limited to, Hazardous Substance spills, damage to sensitive areas, Permit or Approval violations, fires and injuries. Additionally, EPCM shall notify the required Insurance carriers of any damage or destruction to the Work, the Site, or adjacent properties, or any accidents on the Site, as promptly as possible after EPCM learns of any such damage, destruction or accidents. As soon as practicable after learning of any such occurrence, EPCM shall submit a full and complete written report to Owner. F. In case of an emergency which threatens loss or injury to persons or property, EPCM shall take appropriate remedial action, without previous instructions from Owner or Owner’s Engineer, as the situation may warrant, and shall immediately provide Notice to Owner and Owner’s Engineer of its action. Any claim for compensation by EPCM, together with substantiating documentation in regard to expense caused by emergency acts, shall be submitted to Owner and the amount of compensation if any, shall be determined by mutual agreement, subject to cost substantiation.

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3.05 Self-Performance of the Work A. Upon written approval from Owner, the EPCM shall be eligible to self-perform certain portions of the Work on the Project that are not competitively bid such as general work or services required for use by all subcontractors, work where competitive bidding is deemed impractical or inappropriate, when work is done on an emergency basis, when other work needs to be performed expeditiously where time required for bidding would seriously delay the Project, or other work where it is in the interest of Owner to have the EPCM perform the Work. B. The cost of this Work shall be negotiated as a lump sum price or done on a time-and-material basis. Owner shall approve, in writing, having EPCM perform such work prior to EPCM performing such work, except verbal approval is required and acceptable for work done on an emergency basis. On non-emergency work and non-critical path work, EPCM will provide a price and schedule to Owner for such work, and Tampa Bay Water shall have 21 days to approve the price and schedule. ARTICLE 4 - CONTRACT TIMES 4.01. Time of the Essence A. All time limits for Milestones, Substantial Completion, and completion and readiness for final payment as stated in the Project Schedule and other Contract Documents are of the essence. EPCM agrees to perform and complete Construction Phase Services in accordance with the Project Schedule, Exhibit 8. 4.02. Dates for Substantial Completion and Final Payment A. The Work will be Substantially Complete on or before______, and completed and ready for final payment in accordance with paragraph 13.08 of the General Terms and Conditions on or before______, unless extended due to Uncontrollable Circumstances, Owner’s Fault, or as otherwise approved by Owner . 4.03. Liquidated Damages A. EPCM and Owner recognize that time is of the essence of this Agreement and that Owner will suffer financial loss if the Work is not completed within the times specified in paragraph 4.02.A above, or if Milestone dates set forth in the Project Schedule, Exhibit 8, are not met by EPCM, plus any extensions thereof allowed in accordance with paragraph 11.02 of the General Terms and Conditions. The parties also recognize the delays, expenses and difficulties involved in proving the actual loss suffered by Owner if the Work is not completed on time. Accordingly, instead of requiring any such proof, Owner and EPCM agree that as liquidated damages for delay (but not as a penalty), EPCM shall pay Owner $1,000.00 for each day that expires after the time specified in paragraph 4.02.A for Substantial Completion until the Work is Substantially Complete. After Substantial Completion, if EPCM shall neglect, refuse or fail to complete the remaining Work within the time specified in paragraph 4.02.A for completion and readiness for final payment or any proper extension thereof granted by Owner, EPCM shall pay Owner an additional $500.00 for each day that expires after the time specified in paragraph 4.02.A for completion and readiness for final payment. ARTICLE 5 - CONTRACT PRICE 5.01. Owner shall pay EPCM for completion of the Work in accordance with the Contract Documents an amount not to exceed the Guaranteed Maximum Price, attached hereto as Exhibit 3, except when due to Uncontrollable Circumstances, Owner’s Fault, or otherwise as approved by Owner. 5.02 Guaranteed Maximum Price A. The Guaranteed Maximum Price (“GMP”) set forth in as Exhibit 3 shall include, at a minimum, the following:

1. The sum of EPCM’s fee, profit and overhead, and EPCM’s determination of all costs, charges, expenses, contingency, and fees, including those for management services, engineering and design during the Construction Phase for completion of the Project Scope of Work, with a detailed listing and explanation of all items included in the GMP;

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2. A list of all drawings, specifications, prices, quotes, bids and other information, including all addenda, used as the basis for the GMP;

3. A list of assumptions and clarifications made by EPCM in the preparation of the GMP;

4. The scheduled interim Milestones for construction and start-up, and Substantial Completion upon which

the GMP is based;

5. A list of any allowances included in the GMP;

6. A Schedule of Values;

7. A schedule of Unit Prices; and

8. If applicable, any additional costs for services included in the GMP. B. Total payment made by Owner to the EPCM during the Construction Phase of the Project shall in no event exceed the GMP, except due to Uncontrollable Circumstances or Owner Fault. EPCM’s responsibility hereunder is not limited or in any way modified in the event that its actual costs, fees and expenses for Construction Phase Services exceed the GMP. Any owner allowance approved by Owner for the Project shall be included in the GMP and shall be separately administered and controlled by Owner. The Categories of Charges within the GMP are identified and set forth in Exhibits 3 and 16. C As more particularly provided in and without limiting Exhibits 3 and 16, the contingency shall be included in the GMP and shall be clearly identified. Prior to the use of any contingency, EPCM shall provide Owner with a written request for approval detailing the costs anticipated to be charged against the contingency and must receive Owner’s written approval of the use of the contingency, which shall not be unreasonably withheld. The contingency shall not be used for escalation of costs for labor or materials post issuance of applicable purchase orders or contracts, schedule acceleration, out of scope work, or any cost overruns, unless EPCM presents good cause for such use of the contingency and Owner, in its sole discretion, approves such use.. D. Any savings within any of the Categories of Charges within the GMP, and in the overall GMP, shall accrue and be allocated to the contingency. After completion of the Scope of Work and the performance of EPCM’s obligations under this Agreement, then the parties will split the amount remaining in contingency on a 50/50 basis. The total amount of the shared savings paid to EPCM shall not exceed one percent (1%) of the GMP. 5.03 Open Book Review of GMP A EPCM acknowledges that Owner will conduct an Open Book review of all Project Applications for Payment as set forth in Exhibit 16. EPCM shall cooperate fully with Owner’s Open Book review. All requests for payment under this Agreement are subject to Owner’s Open Book review and verification, in its sole discretion, that charges, costs and expenses reflected in EPCM’s Application for Payment are reasonable and necessary.

B. Owner has the right to reasonably request additional documentation and records if in its sole judgment additional information is necessary to conduct its Open Book review of any part of the EPCM’s Application for Payment. EPCM shall keep full and detailed records and exercise such controls as may be necessary for Owner’s Open Book review.

ARTICLE 6 - PAYMENT PROCEDURES 6.01. EPCM shall submit and Owner will process Applications for Payment in accordance with the Invoice Format, included in Exhibit 9, and Article 13 of the General Terms and Conditions. A. Progress Payments; Retainage. Owner shall make progress payments on account of the Contract Price on the basis of EPCM's Applications for Payment which are to be submitted on or about the first (1st) day of each month during performance of the Work as provided in paragraphs 6.01.A.1.a and b below. All such payments will be based on the Schedule of Values established in Exhibit 9 (and in the case of Unit Price Work based on the number of units completed).

1. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated below, but, in each case, less the aggregate of payments previously made and less such amounts as Owner may withhold in accordance with paragraph 13.03.B of the General Terms and Conditions.

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a. Ninety percent (90%) of Work completed (with the balance being retainage). If the Work has been 50 percent completed as determined by Owner, and if the character and progress of the Work have been satisfactory to Owner, Owner may determine that as long as the character and progress of the Work remain satisfactory to Owner, there will be no additional retainage on account of Work completed, in which case the remaining progress payments prior to Substantial Completion will be in an amount equal to 100 percent of the remaining Work completed.

b. Ninety percent (90%) (with the balance being retainage) of the cost of materials and equipment not

incorporated in the Work (but delivered, suitably stored and accompanied by documentation satisfactory to Owner as provided in paragraph 13.02.A of the General Terms and Conditions).

B. Final Payment. Upon final completion and acceptance of the Work in accordance with paragraph 13.08 of the General Terms and Conditions, Owner shall pay the remainder of the Contract Price; provided that Final Payment is conditioned upon Owner’s receipt from EPCM of signed and sealed Record Drawings, including three sets in written hard-copy form and one set in electronic (.tif) form. ARTICLE 7 - INTEREST 7.01. Unless a Claim has been filed or dispute resolution under paragraph 10.11 has been initiated, all moneys not paid when due, after thirty (30) days notice to Owner, shall bear interest at the rate of interest allowed by law for governmental agencies in the State of Florida. ARTICLE 8 - EPCM'S REPRESENTATIONS 8.01. To induce Owner to enter into this Agreement, EPCM makes the following representations: A. EPCM has examined and carefully studied the Construction Phase Services Agreement and Exhibits thereto, as well as other Contract Documents. B. EPCM has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work. C. EPCM is familiar with and is satisfied as to all federal, state and local Laws and Regulations that may affect cost, progress, and performance of the Work. D. EPCM has carefully studied all: (1) reports of explorations and tests of subsurface conditions (if any) at or contiguous to the Site and all drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site which have been identified or made available by Owner and (2) reports and drawings of Hazardous Environmental Conditions (if any) at the Site which have been identified or made available by Owner. E. EPCM is aware of the general nature of work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents. F. EPCM has correlated the information known to EPCM, information and observations obtained from visits to the Site, reports and drawings identified in the Contract Documents, and all additional examinations, investigations, explorations, tests, studies and data with the Contract Documents. G. EPCM has given Owner written notice of all conflicts, errors, ambiguities or discrepancies that EPCM has discovered in the Contract Documents and the written resolution thereof by Owner is acceptable to EPCM. H. The Contract Documents are sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. I. EPCM’s execution of this Agreement is not based upon their reliance upon any representation, understanding or agreement not expressly set forth herein. Owner has not made any representation to EPCM except as expressly set forth herein. J. EPCM is organized and exists under the laws of the State of _____________ and is in good standing in the State of ____________ and is authorized to do business in the State of Florida.

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K. EPCM has the full power and authority to execute and deliver this Agreement and to incur and perform the obligations provided for herein and therein, all of which have been duly authorized by all proper and necessary action of the governing body of the EPCM. EPCM is in compliance with all laws and regulatory requirements to which they are subject. L. EPCM executes this Agreement as a free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of Owner or any other party. M. This Agreement is a valid, binding and enforceable obligation of EPCM, and does not violate any law, rule, regulation, contract or agreement otherwise enforceable by or against EPCM, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the rights of creditors generally. N. EPCM represents that it is in compliance with Sections 287.133(2) and (3), Florida Statutes, which provide that a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. O. EPCM represents that it is in compliance with Section 287.134(2)(a), Florida Statutes, which provides that an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity. P. EPCM represents and warrants that the Project Guaranty Agreement entered into herewith is a valid, binding and enforceable obligation of Guarantor and does not violate any law, rule, regulation, contract or agreement otherwise enforceable by or against the Guarantor. The Guarantor has acknowledged, approved and consented to this Agreement. ARTICLE 9 - CONTRACT DOCUMENTS 9.01. The Contract Documents consist of the following: A. This Agreement and Exhibits 1 through 16, as follows;

1. Exhibit 1, "Construction Phase Scope of Work”.

2. Exhibit 2, "Design Package”.

3. Exhibit 3, "Guaranteed Maximum Price Proposal Format".

4. Exhibit 4, "Secured Permits and Approvals". 5. Exhibit 5, "Outstanding Permits and Approvals". 6. Exhibit 6, "Responsibilities of the Owner". 7. Exhibit 7, “Responsibilities of the Owner’s Engineer”. 8. Exhibit 8, “Project Schedule”. 9. Exhibit 9, “EPCM Compensation”. 10. Exhibit 10, “Insurance, Bonds, and Guaranty Agreement”.

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11. Exhibit 11, “EPCM Designated Subcontractors”. 12. Exhibit 12, “General Terms and Conditions”. 13. Exhibit 13, “Supplementary Conditions”. 14. Exhibit 14, “Quality Assurance and Control”. 15. Exhibit 15, “Acceptance Testing”. 16. Exhibit 16, “Open Book Criteria and Requirements”.

B. Any agreed upon Addenda hereto; C. The following, which may be delivered, prepared, or issued after the Effective Date of this Agreement and are not attached hereto:

1. Notice to Proceed;

2. All Work Change Directives, and Change Orders amending, modifying or supplementing the Contract Documents pursuant to paragraph 3.04.A of the General Terms and Conditions;

3. Specifications as defined in Paragraph 1.01.A.46 of the General Terms and Conditions; and

4. Drawings as defined in Paragraph 1.01.A.21 of the General Terms and Conditions.

9.02. The Contract Documents may only be amended, modified, or supplemented as provided in paragraph 3.04 of the General Conditions. ARTICLE 10 - MISCELLANEOUS 10.01. Definitions A. Terms used in this Agreement will have the meanings indicated in the General Terms and Conditions, Exhibit 12. 10.02. Assignment A. No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 10.03. Binding Agreement A. Owner and EPCM each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, its partners, successors, assigns and legal representatives in respect to all covenants, agreements and obligations contained in the Contract Documents. 10.04. Severability A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and EPCM, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 10.05. Use of Documents A. All Documents prepared or produced by EPCM or any of its Subcontractors pursuant to this Agreement are the property of and belong to Owner, provided that EPCM is allowed to reuse such Documents with the approval of Owner. If

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EPCM claims ownership of any preexisting information, program or specification, or that any such Document is proprietary or protected by trade secret or otherwise, EPCM has the burden to establish the basis of any such protection but until judicially declared otherwise, Owner shall have all rights of ownership and use of such Documents.

B. Any reuse of the Documents by EPCM will be at EPCM’s sole risk and without liability or legal exposure to Owner.

C. EPCM will be entitled to further compensation at rates to be agreed upon by Owner and EPCM for any adaptation of the Documents for extensions of the Project or any other project. 10.06 Electronic Media

A. Copies of data furnished by Owner to EPCM or by EPCM to Owner that may be relied upon are limited to the printed copies (also known as hard copies). Files in electronic media format of text, data, or graphics or of other types are furnished only for the convenience of the other party. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern.

B. Because data stored on electronic media can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving data in an electronic format agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any errors detected within the 60-day acceptance period will be corrected by the transferring party.

C. EPCM shall provide Documents to Owner which include all indicia of EPCM’s involvement, including title blocks and seals, but EPCM may remove from each electronic drawing authorized for reuse indicia of ownership or EPCM’s involvement, including title blocks and seals.

D. When transferring documents in electronic media format, the transferring party makes no representations as to long term compatibility, usability, or readability of data resulting from the use of software application packages, operating systems, or computer hardware differing from those used by data's creator. 10.07 Insurance and Bonds

A. EPCM shall procure or provide and maintain insurance as set forth in Exhibit 10.

B. During the term of this Agreement, Owner may cause EPCM and EPCM's Subcontractors to be listed as additional insureds on any general liability or property insurance policies carried by Owner which are applicable to the Project.

C. Owner and EPCM shall each deliver to the other certificates of insurance evidencing the coverages indicated in Exhibit 10. Such certificates shall be furnished prior to commencement of EPCM's services and at renewal thereafter during the term of the Agreement.

D. All policies of property insurance for the Project obtained by Owner, if any, may provide coverage for EPCM's and EPCM's Subcontractors' interests, and that in the event of the payment for any loss or damage the insurers will have no rights of recovery against any of the insureds or additional insureds thereunder. E. EPCM shall secure and provide to Owner Performance and Payment Bonds as specified in, and in the form provided in Exhibit 10 for the full amount of the GMP prior to commencement of the Work under this Agreement. 10.08 Termination

A. This Agreement may be terminated by Owner:

1. Without cause effective upon delivery of written notice to EPCM, or

2. With cause upon fourteen (14) days written notice to EPCM.

B. The Owner may terminate for cause under the following circumstances when EPCM:

Agreement for Construction Phase Services

10

1. Fails to begin services under this Agreement or any Milestone established in the Project Schedule within the time specified this Agreement;

2. Fails to properly and timely perform the services required hereunder or as directed by Owner;

3. Files for bankruptcy or insolvency or a general assignment for the benefit of creditors;

4. Fails to obey and comply with any laws, ordinances, regulations or other codes of conduct, or

5. Otherwise materially breaches this Agreement.

C. This Agreement may be terminated by EPCM for cause, upon fourteen (14) days written notice to Owner, only upon an event of Owner’s Fault or unforeseen Hazardous Environmental Condition.

D. Notwithstanding the foregoing, this Agreement will not terminate for cause as set forth in paragraphs 10.08B and C if the party receiving notice begins, within seven days of receipt, to correct its failure and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such cause for termination cannot reasonably be cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 90 days after the date of receipt of the notice.

E. The terminating party may set the effective date of termination at a time up to 30 days later than otherwise provided to allow EPCM to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project documents in orderly files, or to allow Owner to secure the Site, obtain replacement contractors, or commence completion of services.

F. In the event of termination of EPCM for cause by Owner, Owner may undertake reasonable, customary and expedient efforts to complete the services that were to be provided by EPCM. In such case, EPCM will not be entitled to receive any payment for Work deemed defective by Owner until these services are corrected and completed. If the unpaid balance due EPCM exceeds all costs, losses, and damages sustained by Owner in completing the EPCM's services by correcting defective Work (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs), such excess will be paid to EPCM. If such costs, losses, and damages exceed such unpaid balance, EPCM shall pay the difference to Owner. G. Upon termination of EPCM with or without cause, EPCM shall perform no further Work under this Agreement except as requested by Owner and this Agreement. EPCM shall expeditiously demobilize from the Site and deliver all Drawings and other records prepared by EPCM under this Agreement to Owner upon termination. 10.09 Controlling Law

A. This Agreement is to be governed by the law of the State of Florida. The parties agree that venue for judicial resolution of any disputes, disagreements or issues arising from or involving this Agreement and the Work performed hereunder shall be in Circuit Court in and for Pinellas County, Florida. 10.10 Successors, Assigns, and Beneficiaries

A. Owner and EPCM each is hereby bound and the partners, successors, and assigns of Owner and EPCM are hereby bound to the other party to this Agreement and to the partners, successors, and assigns of such other party, in respect of all covenants, agreements, and obligations of this Agreement.

B. Neither Owner nor EPCM may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.

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10.11 Dispute Resolution

A. Owner and EPCM agree to negotiate all disputes between them in good faith for a period of 14 days from the date of notice prior to exercising their dispute resolution rights as set forth in the Supplementary Conditions, Exhibit 13, or under law. 10.12 Hazardous Environmental Condition

A. Owner acknowledges that EPCM is performing Construction Phase Services for Owner and that EPCM is not and shall not be required to become an "operator," "generator," or "transporter" of Hazardous Materials which are or may be encountered at or near the Site in connection with EPCM's activities under this Agreement.

B. Owner represents to the best of its knowledge that a Hazardous Environmental Condition does not exist and it has disclosed to EPCM the existence of all known Hazardous Materials located at or near the Site, including type, quantity, and location.

C. If any Hazardous Environmental Condition is encountered or alleged, EPCM shall have the obligation to notify Owner and, to the extent required by applicable Laws and Regulations, appropriate governmental officials.

D. Except as required by Exhibit 1, it is acknowledged by both parties that the EPCM's Scope of Work does not include any services related to a Hazardous Environmental Condition. If EPCM or any Subcontractor encounters a Hazardous Environmental Condition at the Site, or should it become known in any way that Hazardous Materials may be present at the Site or any adjacent areas in such a manner as to affect the performance of EPCM's services, EPCM may, at its option and without liability for consequential or any other damages, suspend performance of services on the Project until Owner: (i) retains appropriate specialist consultant(s) or contractor(s) to identify and, as appropriate, abate, remediate, or remove the Hazardous Environmental Condition, and (ii) warrants that the Site is in full compliance with applicable Laws and Regulations.

E. If the EPCM's services under this Agreement cannot be performed because of an unforeseen Hazardous Environmental Condition, the existence of the condition shall justify EPCM terminating this Agreement for cause. 10.13 Indemnification

A. Owner and EPCM acknowledge that there are certain risks associated with the Construction Phase Services.

B. For Design Professional Services perform under this Agreement, EPCM shall indemnify and hold harmless Owner, and Owner’s employees from and against any and all liability, costs, losses, and damages (including but not limited to reasonable attorneys fees) arising out of or to the extent caused by the negligence, recklessness or intentionally wrongful conduct of EPCM and other persons employed by or utilized by EPCM in their performance of Work under this Agreement.

C. For Construction Phase Services performed under this Agreement, EPCM shall indemnify and hold harmless Owner, Owner’s Engineer, officers and employees from and against all liabilities, costs, losses, and damages (including but not limited to all reasonable attorneys) to the extent caused by the negligence, recklessness or intentional wrongful conduct of EPCM, any Subcontractor, or any individual or entity directly or indirectly employed or utilized by EPCM in the performance of the Work under this Agreement.

D. To the fullest extent permitted by law and without waiving the limitations of Section 768.28, Florida Statutes, Owner shall indemnify and hold harmless EPCM, EPCM’s officers and employees, and Subcontractors from and against any and all liability, costs, losses, and damages (including but not limited to reasonable attorneys) to the extent caused by the negligence, recklessness or intentionally wrongful conduct of Owner or Owner’s officers or employees. 10.14 No Consequential or Punitive Damages A. In no event shall Owner be liable to EPCM, nor shall EPCM be liable to Owner, for any incidental, consequential, or punitive damages based upon claims arising out of or in connection with the performance or non-performance of a party’s obligations under this Agreement, or the material inaccuracy of any representation made by a party in this Agreement, whether such claims are based upon contract, tort, negligence, warranty or other legal theory. EPCM acknowledges and agrees, however, that claims, which are brought by third parties against Owner and for which, but for the application of this

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12

paragraph, EPCM would otherwise have an indemnification obligation under this Agreement, shall not be considered consequential damages under this paragraph. 10.15 Notices

A. Any notice required under this Agreement will be in writing, addressed as follows and given personally, by certified mail (return receipt requested), by confirmed facsimile, or by a commercial courier service. All notices shall be effective upon the date of receipt. If to Tampa Bay Water: General Manager, Tampa Bay Water 2575 Enterprise Road Clearwater, FL 33763-1102 Facsimile: (727) 791-2388 With copy to: General Counsel, Tampa Bay Water 2575 Enterprise Road Clearwater, FL 33763-1102 Facsimile: (727) 791-2390 If to EPCM: With copy to: 10.16 Survival

A. All express representations, indemnifications, or limitations of liability made in or given in this Agreement will survive its completion or termination for any reason. 10.17 Severability

A. Any provision or part of this Agreement held to be void or unenforceable under any law or regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and EPCM, which agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 10.18 Waiver

A. Except as otherwise provided, non-enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 10.19 Headings

A. The headings used in this Agreement are for general reference only and do not have special significance. 10.20 Project Guaranty

A. EPCM shall cause to be provided to Owner a Project Guaranty Agreement in the form set forth in Exhibit 10. EPCM’s Guarantor shall secure its obligations to Owner under the Guaranty Agreement in the amount of one hundred percent (100%) of the Guaranteed Maximum Price (GMP) under the Agreement, as it may be adjusted, or the value of the Agreement to the EPCM, whichever is greater.

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10.21 Waiver of Jury Trial TO THE EXTENT PERMITTED BY APPLICABLE LAW, EPCM AND OWNER HEREBY ACKNOWLEDGE AND AGREE THAT ANY AND ALL CLAIMS ARISING OUT OF, CONNECTED WITH, OR RELATING TO THIS AGREEMENT OR THE RELATIONSHIP CREATED HEREBY ARE MATTERS WHICH, IF ADJUDICATED, SHOULD BE ADJUDICATED BY A COURT WITHOUT A JURY. THEREFORE, THE PARTIES HEREBY WAIVE A TRIAL BY A JURY. NEITHER OWNER NOR EPCM OR ANY SUCCESSOR THEREOF SHALL SEEK A TRIAL BY JURY IN ANY ACTION OR PROCEEDING (WHETHER AT LAW OR IN EQUITY, WHETHER DIRECT OR COLLATERAL, WHETHER IN CONTRACT OR IN TORT) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE RELATIONSHIP CREATED HEREBY. NEITHER OWNER NOR EPCM SHALL SEEK TO CONSOLIDATE ANY ACTION OR PROCEEDING IN WHICH TRIAL BY JURY HAS BEEN WAIVED WITH ANY OTHER ACTION OR PROCEEDING IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH CANNOT BE AND HAVE NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE PARTIES AND THEIR RESPECTIVE ATTORNEYS AND THE PROVISIONS HEREOF SHALL BE SUBJECT TO NO EXCEPTIONS. OWNER AND EPCM ACKNOWLEDGE AND AGREE THAT NO ONE, INCLUDING, WITHOUT LIMITATION, OWNER’S AGENTS OR CONTRACTORS, HAS REPRESENTED THAT THE PROVISIONS OF THIS PARAGRAPH OR OF ANY OTHER PARAGRAPH OF THIS AGREEMENT WILL NOT BE FULLY ENFORCED. 10.22 Prohibition Against Contingent Fees

A. EPCM warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the EPCM to solicit or secure this Agreement and that EPCM has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for EPCM any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of this Agreement. [Remainder of Page Intentionally Left Blank]

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14

IN WITNESS WHEREOF, Owner and EPCM have signed this Agreement in duplicate. One counterpart each has been delivered to Owner and EPCM. All portions of the Contract Documents have been signed, initialed or identified by Owner and EPCM. This Agreement will be effective on (which is the Effective Date of the Agreement). EPCM By: ___________________________ Name: ___________________________ Title: ___________________________ ATTEST: TAMPA BAY WATER, A REGIONAL WATER SUPPLY AUTHORITY By: ___________________________ By: _________________________ Gerald J. Seeber Mark Sharpe General Manager Chair APPROVED AS TO FORM: ______________________________ Office of the General Counsel

Exh 1-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit 1 – Construction Phase Scope of Work

1.1 EPCM Construction Phase Services The following Construction Phase Scope of Services represents a summary of the work activities that will be completed during the Construction Phase of the Lithia Hydrogen Sulfide Removal Facility. These work activity descriptions shall not be considered as all-inclusive. The summary descriptions represent a general guideline for the EPCM’s work. The EPCM will be responsible for the development of the detailed scope of work during the negotiation of the Construction Phase services and associated fee that will be included in the GMP. The negotiated final scope of work will replace this summary version of Exhibit 1 for the EPCM Agreement for Construction Phase Services. 1.1.1 Construction Management Services Construction Management Services represents the management and administration of the EPCM’s Construction Phase contract obligations including but not limited to the following activities: provide for a Guarantor that will execute a Guaranty Agreement as provided in the Construction Phase Services Agreement, provide all requisite bonds and insurance for the construction of the project; possess the requisite license and assure that all subcontractors are also appropriately licensed and bonded for the tasks needed to complete construction phase of the project, as required by applicable laws and rules of the State of Florida and Hillsborough County; procurement and management of all equipment and construction contractors to complete the Construction Phase scope of the Lithia HSRF including the high service pump station and associated chemical feed systems ; monthly progress/construction meetings; development and updating a construction management plan that includes Construction Phase quality control procedures, safety programs, construction document management protocol, etc.; management of subcontractors (contracts, insurance, and bonds); preparation of payment requests and maintenance of cash flow projection; shop drawings and equipment Operations & Maintenance (O&M) Manual submittal and tracking; tracking of permit compliance; tracking of Request for Information and/or clarifications (RFI’s); cooperation with Tampa Bay Water in preparation and administration of it’s Owner Direct Purchase (ODP) Program; preparation of record drawings; preparation of a facility O&M manual; facility start-up and commissioning with operator training of a third party operations contractor through completion of acceptance testing; project close-out; and warranty administration through the warranty period. 1.1.2 Project Schedule Project Schedule requirements will include developing a detailed project construction schedule defining construction activities of each element of the project and their inter relationships along with milestone dates relative to project completion (i.e. Project Substantial Completion and Project Schedule Final Milestone which is final project completion) and permit requirements using an approved scheduling software. Monthly monitoring, updating, and reporting of the project schedule will be required to demonstrate an efficient and time conscious delivery of the project.

Exh 1-2

1.1.3 Project Budget Reporting Project Budget Reporting will include the preparation of a project budget monitoring protocol to provide monthly updates on the status of the following financial attributes of the project: updated cash flow projections for the Construction Phase including EPCM services and actual construction costs; maintain a comparative assessment of actual costs relative to the GMP, and provide documentation of any resultant changes in the projected life cycle costs resulting from construction related decisions and/or changes. 1.1.4 Permitting Permitting requirements for the EPCM during the Construction Phase will include compliance with all permit requirements as well as the responsibility for the completion of all necessary work activities needed and for the completeness determination of all permits and approvals required to construct and operate the project. Permit completeness determination includes but is not limited to the following tasks: develop a permitting compliance schedule, generating and/or assembling associated requisite technical and scientific data/documents as required for permit compliance; application preparation and submittal; permit fees; meeting attendance; responses to Requests for Additional Information (RAI’s); and development of requisite permit compliance and monitoring programs along with the redesign activities necessary to achieve permit acquisition. The detailed project schedule shall include all critical path permit activities through the issuance of Proposed Agency Action by each respective permitting agency. The Owner’s Engineer will provide assistance with coordination of meetings and provide liaison with host member governments. All permits required to achieve approval to construct and operate or that a delay in final approval impacts the Project Schedule Final Milestone for the facility completion will be considered critical. 1.1.5 Design Compliance Review Design Compliance Review will include periodic meetings with the Owner’s Engineer to validate that the prescriptive and performance design requirements are being provided during the Construction Phase. One objective of these meetings will be to review the EPCM’s documentation of any resultant changes in the projected life cycle costs resulting from construction related decisions and/or changes. 1.1.6 Operation and Maintenance Manuals Operation and Maintenance Manuals to include but not limited to the following: a complete set of equipment O&M manuals that provide the requisite components defined in the contract specifications; an O&M manual for the Instrumentation and Control system including a complete log of the programming and signal tagging list; a custom prepared O&M manual for the operation of the overall facility that addresses as a minimum the start-up and shut down under normal and emergency conditions; equipment summary reference sheets and maintenance schedules for all major equipment with interface references to equipment O&M; and a trouble shooting section for normal and emergency conditions; and any additional elements necessary to acquire the operating permits for the facility.

Exh 1-3

1.1.7 Start-up and Commissioning Start-up and Commissioning of the constructed facility will include completion of the requisite start-up and commissioning activities as defined in the EPCM Agreement for Construction Phase Services. As a minimum, the activities will include the following: the completion of equipment operational check-out and start-up; operational testing of the individual systems and the operation of the overall facility as a whole under various configurations necessary to demonstrate compliance with the acceptance test requirements and the process performance criteria defined in the final contract documents. The EPCM will provide operational commissioning services for the time period defined in the Agreement for Construction Phase Services. 1.1.8 Operator Training Operator Training shall be provided to the Tampa Bay Water staff and the third party contract operations provider that will be selected under a separate solicitation process by Tampa Bay Water with the assistance of the Owner’s Engineer and contracted separately from the EPCM. The operator training will include pre-start-up training that will continue through the start-up, acceptance testing, and commissioning of the plant. 1.1.9 Coordination Coordination with Tampa Bay Water’s Construction Management staff and the Owner’s Engineer on-site staff regarding all applicable components of the project that interface with other agencies (i.e. Hillsborough County Utilities, TECO, etc.) 1.1.10 Construction Document Management Construction Document Management shall be implemented as defined in the construction management plan to collect and store the following data in a readily retrievable manner: correspondence, payment requests, schedule updates, test results, shop drawings, RIA’s and RFI’s, change requests, record drawings, and miscellaneous submittals to the Owner and Owner’s Engineer. 1.1.11 Project Close Out Project Close Out will include activities needed to complete final completion of the Construction Phase following the notification of Substantial Completion. Close out activities will include but not be limited to the completion of all punch list items defined at the point of substantial completion, training, commissioning, final permit acquisition, and project document transfer. 1.1.12 Warranty Administration Warranty Administration will be provided by the EPCM throughout the requisite warranty period and will include activities such as: warranty request tracking, event documentation and response monitoring, direct interface with suppliers requesting and monitoring all warranty service needs and corrective activities, and providing any modification and/or updates to the project record drawings that may result from warranty activities.

Exh 2-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit 2 – Design Package 2.1 EPCM Design Package The EPCM will prepare a Design Package to be assembled in a manner that provides sufficient information for prequalified contractors to prepare competitive bids during the open book bidding process required to establish the Guaranteed Maximum Price (GMP). The Design Package is also to be completed to a level consistent with the industry standard for a design-bid-build delivery method so that if the EPCM fails to negotiate an acceptable GMP, Tampa Bay Water can directly utilize the design package to solicit a competitive bid for the entire project. The design package will include all required executed permits, engineering drawings, procurement packages, and technical specifications for the entire project. At a minimum, the EPCM’s Design Package will include the following:

1. Permits and approvals for construction. a. All permits identified in Exhibit B, and any others identified during the Design Phase, will

be obtained and assigned. b. All other required approvals for constructing the project.

2. Design drawings. a. Complete set of design drawings for all disciplines meeting all current applicable codes

that include: 1) General drawings depicting legends and symbols, process flow, hydraulic profiles,

etc. 2) Civil drawings depicting the site survey, yard piping, grading and drainage,

stormwater management, paving, landscaping, etc. 3) Architectural drawings depicting elevations, door and window schedules, etc. 4) Structural drawings depicting plans and elevations with reinforcement for structures,

wind loadings, etc. 5) Mechanical drawings depicting plans and elevations of equipment arrangements,

piping, HVAC, etc. 6) Electrical drawings depicting a site plan, electrical distribution, power plans, conduit

schedules, standby generators, etc. 7) Instrumentation drawings depicting system control architecture, process and

instrumentation diagrams, etc. b. Complete set of typical details for all disciplines.

3. Technical Specifications (Division 0 through 17 in CSI format) for all disciplines including prescriptive and performance based specifications. a. Work restrictions, sequencing of work, temporary services and facilities, tie-ins, etc. b. Submittal procedures for documents, shop drawings, requests for information, etc. c. Equipment operations and maintenance manuals.

Exh 2-2

4. Reports from geotechnical investigations and any other testing completed during the Design Phase.

5. Design calculations used as the basis for designing the components for each discipline.

6. Quality Control and Quality Assurance plan for construction.

7. Project construction schedule and reporting requirements that meet the requirements of Exhibit 8.

8. Bid packages for obtaining competitive bids on project components that include drawings, specifications, schedules, and other information.

9. Procurement packages including drawings, specifications, schedules, etc. for materials and equipment that meet Tampa Bay Water’s Owner Direct Purchase (ODP) requirements as described in Exhibit 13.

10. Project closeout procedures including: a. Final cleaning and waste disposal. b. Closeout documents. c. Record drawings. d. O&M manuals. e. Warranty maintenance period procedures for issues with warranted items or work.

11. Project manual for facility startup and operations including: a. Detailed facility testing procedures. b. Detailed facility startup procedures and schedule. c. Detailed transition plan to contract operator. d. Detailed training procedures and materials for contract operator and Tampa Bay Water

staff.

12. Facility operations manual including, but not limited to: a. Facility description and design basis. b. Treatment process overview. c. Detailed descriptions of each process. d. Startup, shutdown, local, manual, and remote operations descriptions. e. Routine maintenance.

Exh 3-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit 3 - Guaranteed Maximum Price Proposal 3.1 Guaranteed Maximum Price Proposal Description Activities Contract Value GENERAL CONDITIONS -- -- -- -- SUBTOTAL SITE WORK -- -- -- -- SUBTOTAL CONCRETE(1) -- -- -- -- SUBTOTAL METALS(1) -- -- -- -- SUBTOTAL FINISHES(1) -- -- -- -- SUBTOTAL

Exh 3-2

BUILDING(1) -- -- -- -- SUBTOTAL MECHANICAL(1) -- -- -- -- SUBTOTAL ELECTRICAL(1) -- -- -- -- SUBTOTAL MAJOR EQUIPMENT AND PIPE(1) -- -- -- -- SUBTOTAL OTHER DIRECT COSTS EPCM Field Management(2) Construction Phase Engineering Services(2)

Commissioning Record Drawings Operations Manual & Training Warranty Administration -- SUBTOTAL DIRECT COST SUBTOTAL Overhead(3) Margin Fee(3) Contingency(4) Owner Allowance(4) TOTAL GUARANTEED MAXIMUM PRICE Guaranteed Maximum Price Valid Through

Exh 3-3

EXCEPTIONS - Not Included In GMP

-- -- -- -- Notes: (1) Include sales tax in amounts. (2) As defined in Exhibit 16. (3) Fixed fee percentage to be negotiated during Design Phase. (4) Target total of combined maximum allowed construction contingency and Owner’s

Allowance is 5%.

Exh 4-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit 4 - Secured Permits and Approvals 4.1 Secured Permits and Approvals

Permit Agency / Type Submittal Target Milestone Permit Issuance Date Permit #

Primary Environmental Permits SWFWMD - Environmental Resource Permit, Standard General

TBD TBD TBD

Army Corp of Engineers (ACOE) - Section 404 - Wetlands

TBD TBD TBD

Other Permits Florida Fish and Wildlife Conservation Commission (FFWCC) - Standard Gopher Tortoise Relocation Permit Application

TBD TBD TBD

Hillsborough County Planning &Growth Management (HCP GM) - Site Development Permit

TBD TBD TBD

HCP GM - Conditional Use Approval

TBD TBD TBD

Exh 4-2

Hillsborough County Environmental Protection Commission (EPC)- Misc. Activities in Wetlands

TBD TBD TBD

Florida Department of Environmental Protection (FDEP) - Construction of Potable Water System (PWS) Components

TBD TBD TBD

FDEP - Certification and Request for Clearance to Place System into Operation

TBD TBD TBD

FDEP - NOI to use Generic Permit for Stormwater Discharge

TBD TBD TBD

FDEP/ Hillsborough County Health Department - Connection to a Potable Water System

TBD TBD TBD

Hillsborough County Health Department Septic System Permit

TBD TBD TBD

Hillsborough County Fire Department - Storage of Hazardous Materials

TBD TBD TBD

Hillsborough County Building Permit

TBD TBD TBD

FDEP/EPC - Air Quality Permit Exemption

TBD TBD TBD

FDEP/EPC - Fuel Storage Tank

TBD TBD TBD

Other Permits TBD TBD TBD

Exh 5-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit 5 - Outstanding Permits and Approvals 5.1 Outstanding Permits And Approvals

Permit Agency / Type Owner’ Engineer (OE)

and/or Tampa Bay Water EPCM

Submittal Target

Milestone

Permit Issuance

Date Permit # Other Permits Review application content and

submittals, monitor application submittal and response(s).

Manage the permit application submittal. Prepare content of application by contract date, and respond to requests for additional information by contract date. Deliver application content/additional information.

TBD TBD TBD

Exh 6-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit 6 – Responsibilities of the Owner 6.1 Responsibilities Of The Owner The owner’s responsibilities during the Construction Phase of the Project are defined in Exhibit 12, General Terms and Conditions of the Construction Phase Agreement, Article 8 - Owner’s Responsibilities.

Exh 7-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit 7 – Responsibilities of Owner’s Engineer 7.1 Owner’s Engineer Construction Phase Services The following is the scope of services to be provided by the Owner’s Engineer during the EPCM Construction Phase. 7.1.1 Contract Administration • Maintain an EPCM master permit matrix with updated milestones dates and track schedule

compliance. Provide Tampa Bay Water closeout documentation for compliance with all permits at completion of project.

• Recommend Notice to Proceed to EPCM at appropriate juncture of project development for construction activities.

• Review and recommend approval of Schedule of Values from EPCM with an appropriate cost breakdown along with an agreement on the criteria to be used in the assessment of monthly percent completion of each item that will form a basis of the EPCM’s payment requests.

• Review and recommend approval of contractor submittal schedule and tracking procedures.

• Administer Owner Direct Purchase program on behalf of Tampa Bay Water to include reviewing purchase packages prior to submittal to Tampa Bay Water’s financial system and tracking issuance of purchase orders.

• Limited On-site representation - Site visits to attend meetings in response to EPCM requests, Hillsborough County requests and site visits by regulators.

• Monthly payment processing - provide recommendation to Tampa Bay Water for payment.

• Review equipment submittals and O&M manual submittals, recommend acceptance to Tampa Bay Water.

• Change order management, review, and recommendation.

• Respond to Requests for Information (RFI) from EPCM.

• Progress meeting attendance.

• Field inspection management assistance to a level as required certifying compliance at the end of delivered project with Agreement for Construction Phase Services and EPCM contract.

• Schedule update review, inform Tampa Bay Water when deviations are occurring from baseline schedule.

• Punch-list tracking support.

• Closeout assistance.

Exh 7-2

• Periodic review of EPCM record drawing file maintenance and accuracy along with the delivery of final record drawings (prepared by EPCM) for completed project in 2008 Auto CADD format.

• Monitoring EPCM’s compliance with acceptance testing protocol with RFP and associated design package requirements.

• Recommend acceptance of project following completion of Acceptance Test Review Acceptance Test report prepared by EPCM for compliance with contract requirements.

• Provide certification of substantial completion at end of project.

7.1.2 Monitor the EPCM Contractor • Monitor EPCM’s administration of their subcontracts to validate compliance with EPCM

open book approach requirements.

• Monitor EPCM’s activities regarding construction of the project in accordance with the requirements of their Construction Phase Services Agreement with Tampa Bay Water.

• To monitor EPCM’s subcontractors, suppliers and self-performing staff compliance with following the accepted QA/QC plans.

• Fulfillments of permit requirements.

• Facilitate Owner’s Operator input into overall construction and commissioning.

7.1.3 Commissioning • Provide start up, handover and EPCM commissioning support to EPCM, Tampa Bay Water,

Hillsborough County Utilities and/or contract operations firm.

• Review EPCM’s Commissioning Sequencing Plan. Provide comments to incorporate feedback from Tampa Bay Water, its system engineer, and Hillsborough County.

• Attend commissioning meetings with the EPCM, Tampa Bay Water, and Hillsborough County.

7.1.4 Project Closeout Services • Provide a Project Document Package of Owner’s Engineer files.

• Attend Project Close out meetings.

• Provide a Project Closeout Briefing Memorandum.

7.1.5 Limitations on Owner’s Engineer Responsibilities • The Owner’s Engineer shall not supervise, direct, or have control or authority over, nor be

responsible for, EPCM’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of EPCM to comply with Laws and Regulations applicable to the performance of the Work. Owner’s Engineer will not be responsible for EPCM’s failure to perform the Work in accordance with the Contract Documents.

Exh 8-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit 8 – Project Schedule 8.1 Project Schedule

Project schedule requirements for the Construction Phase will include developing a detailed project construction schedule defining construction activities of each element of the project and their inter relationships along with milestone dates relative to project completion and permit requirements using an approved scheduling software. Monthly monitoring, updating, and reporting of the project schedule will be required to demonstrate an efficient and time conscious delivery of the project.

The project milestone dates shown in Table 8.1 are provisional dates based on a tentative early finish and late finish design schedules that are included in the Appendix to this Exhibit (PDF Format). The primary difference in the early and late schedule is the different NTP dates for the construction phase that are immediately following the tentative early approval of the EPCM GMP by the Tampa Bay Water Board of Directors in February 2011 and a late approval at the April 2011 board meeting. In light of potential unforeseen delays in the NTP, the critical milestone date that pertains to the start of liquidated damages as defined in Attachment C (Exhibit N - EPCM Agreement for Construction Phase Services, Article 4.03 - Liquidated Damages), is presented in the footnote as calendar days after NTP.

Actual milestone dates for inclusion in the appropriate exhibits will be negotiated with the development of the scope and fees for the EPCM Agreement for the Construction Phase Services. Table 8.1 Provisional EPCM Construction Services Milestone Dates Milestone Target Early Finish Date Target Late Finish Date Obtain Board Approval of EPCM Guaranteed Maximum Price (GMP) Amendment

February 21, 2011 April 18,2011

NTP to EPCM for Construction Phase Services

February 22, 2011 April 19, 2011

Raw and Treated Water Connections

June 29-30, 2011 August 24 -25, 2011

Acceptance Test Plan January 24, 2012 March 20, 2012 Substantial Completion May 23, 2012 July 18, 2012 Acceptance Testing June 22, 2012 August 17, 2012 Project Schedule Final Milestone

July 20, 2012 September 14, 2012(1)

Warranty Administration May 22, 2013 July 17, 2013

Exh 8-2

Notes: 1. The tentative late finish date for the Substantial Completion Milestone represents the target

date from which, a later “substantial completion” would result in liquidated damages as defined in Attachment C, (Exhibit N - EPCM Agreement for Construction Phase Services, Article 4.03 - Liquidated Damages). The equivalent late Substantial Completion Milestone finish date will be 515 calendar days following the NTP date.

8.2 Appendices Electronic copies of tentative late and early design schedules are attached to this exhibit. The copies of the tentative schedules represent summary schedules with a majority of the schedule tasks rolled-up into summary tasks with the exception of the owner direct purchase, the construction site mobilization and acceptance testing. The dates provided in Table 8.1 were derived from the attached schedules.

ID Text1 Text2 Task Name Duration Start Finish

1 1 Tampa Bay Water Board of Directors approves GMP 1 day Mon 4/18/11 Mon 4/18/11

2 2 EPCM NTP 1 day Tue 4/19/11 Tue 4/19/11

3 3 EPCM Construction Team Moblization 4 wks Wed 4/20/11 Tue 5/17/11

4 4 Project Management 391 days Wed 4/27/11 Wed 10/24/12

5 Monthly Progress Meetings 371 days Wed 5/4/11 Wed 10/3/12

24 Develop Project Cost Model and Maintain Budget Monitoring 15 days Wed 5/4/11 Tue 5/24/11

25 Construction Phase Schedule 366 days Wed 4/27/11 Wed 9/19/12

26 Develop Schedule 20 days Wed 4/27/11 Tue 5/24/11

27 Monthly Schedule update 346 days Wed 5/25/11 Wed 9/19/12

45 Monthly Pay Request 371 days Wed 5/25/11 Wed 10/24/12

64 Change Order Management (on going task through project period) 371 days Wed 5/25/11 Wed 10/24/12

65 5 Owner Direct Purchase 250 days Wed 5/4/11 Tue 4/17/12

66 a Develop ODP procurement list and aquistion schedule 4 wks Wed 5/4/11 Tue 5/31/11

67 b Develop ODP procurement packages 22 wks Wed 6/1/11 Tue 11/1/11

68 c Track ODP submittals and approvals 21 wks Wed 6/8/11 Tue 11/1/11

69 d Track ODP equipment and material deliviery 44 wks Wed 6/15/11 Tue 4/17/12

70 6 EPCM Permit Compliance Tracking (w/ Oversight by Owner's Engineer) 340 days Wed 5/4/11 Tue 8/21/12

71 a Secured Permits and Approvals ( as defined per Design Phase) 325 days Wed 5/25/11 Tue 8/21/12

79 b Permits to be Secured during Construction ( as defined per Design Phase) 40 days Wed 5/4/11 Tue 6/28/11

83 7 Shop Drawing Submittals 110 days Wed 6/1/11 Tue 11/1/11

84 a Process 65 days Wed 6/1/11 Tue 8/30/11

88 d Civil 40 days Wed 6/1/11 Tue 7/26/11

92 e Electrical 55 days Wed 6/8/11 Tue 8/23/11

97 f Instrumentation 90 days Wed 6/29/11 Tue 11/1/11

101 g Mechanical 55 days Wed 6/22/11 Tue 9/6/11

105 h Structural 50 days Wed 6/1/11 Tue 8/9/11

109 I Architectural 55 days Wed 7/20/11 Tue 10/4/11

112 8 Construction Site Mobilization 70 days Wed 5/4/11 Tue 8/9/11

113 a Secure final building and site office permits 4 wks Wed 5/4/11 Tue 5/31/11

114 d Coordinate and obtain Construction Power from TECO 8 wks Wed 5/4/11 Tue 6/28/11

115 e Coordinate and obtain potable water connection and sanitary facilities 6 wks Wed 5/18/11 Tue 6/28/11

116 f Perform tortoise relocation 3 wks Wed 5/25/11 Tue 6/14/11

117 g Identifiy trees to be preserved 2 wks Wed 5/25/11 Tue 6/7/11

118 h Provide stormwater control/barriers and site security 2 wks Wed 6/15/11 Tue 6/28/11

119 I Site clearing and grubbing 6 wks Wed 6/29/11 Tue 8/9/11

120 j Acquire and set-up construction office facility 10 wks Wed 5/4/11 Tue 7/12/11

121 9 Fabrication and Delivery of Materials and Equipment 190 days Wed 7/27/11 Tue 4/17/12

122 Process Equipment 100 days Wed 8/31/11 Tue 1/17/12

125 Civil Materials 60 days Wed 7/27/11 Tue 10/18/11

129 Electrical Equipment and Materials 120 days Wed 8/24/11 Tue 2/7/12

133 Isntrumentation Equipment and Materials 120 days Wed 11/2/11 Tue 4/17/12

137 Mechancial Equipment and Materials 100 days Wed 9/7/11 Tue 1/24/12

141 Structural Materials 80 days Wed 8/10/11 Tue 11/29/11

144 Architectural Materials 80 days Wed 10/5/11 Tue 1/24/12

4/18B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M EApril May June July August Septe Octobe Novem Decem Januar Febru March April May June July August Septe Octobe Novem Decem Januar Febru March April May June July August

2012 2013

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Milestone

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Rolled Up Critical Task

Rolled Up Milestone

Rolled Up Progress

Split

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Project Summary

Group By Summary

Deadline

Litha Hydrogen Sulfide Removal FacilityOwner's Engineer - Carollo Engineers, PC

Preliminary EPCM Construction Schedule (w/ late NTP 4-11)June 1, 2009

C:\Documents and Settings\JRussell\Desktop\Lithia\PDP\Schedules\Lithia PDP Constr. Sched 6-1 Ex 8_1(LDS).mpp Page 1

Lithia PDP Constr. Sched 6-1 Ex 8_1(LDate: Mon 6/1/09

ID Text1 Text2 Task Name Duration Start Finish

147 10 EPCM Construction 270 days Wed 8/10/11 Tue 8/21/12

148 a Yard piping 95 days Wed 8/24/11 Tue 1/3/12

149 Connections to existing system ( cut in w/ isolation valve installation) 21 days Wed 8/24/11 Wed 9/21/11

150 Raw water connection 2 days Wed 8/24/11 Thu 8/25/11

151 Finished water connections 21 days Wed 8/24/11 Wed 9/21/11

155 54 inch DIP pipeline (excavate, install, pressure test) 50 days Fri 8/26/11 Thu 11/3/11

160 Other DIP pipelines (excavate, install and pressure test) 45 days Fri 8/26/11 Thu 10/27/11

168 Ozone dissipation chambers ( FSP or PCCP> excavate, install and pressure test) 60 days Wed 9/21/11 Tue 12/13/11

171 Above ground large diameter stainless steel pipeline, valves, etc. and supports 43 days Fri 11/4/11 Tue 1/3/12

175 Miscellaneous Yard Piping 35 days Wed 9/21/11 Tue 11/8/11

181 b Grading, paving, fencing, site lighting and landscape 270 days Wed 8/10/11 Tue 8/21/12

190 c Electrical Ductbank (excavation, installation, encasement) 75 days Wed 12/14/11 Tue 3/27/12

195 d Ozone and Control Building 145 days Wed 9/7/11 Tue 3/27/12

213 e LOX storage tanks and feed system 105 days Wed 9/21/11 Tue 2/14/12

222 f Chemical Building 150 days Wed 9/28/11 Tue 4/24/12

240 g Sidestream pump station and above ground stainless steel ozonated water piping 140 days Wed 10/12/11 Tue 4/24/12

253 h High service pump station and disharge piping 140 days Wed 10/26/11 Tue 5/8/12

264 I Process drain and blow off structure 75 days Wed 11/9/11 Tue 2/21/12

272 j Instrumentation System Set up and Check-out 90 days Wed 3/28/12 Tue 7/31/12

287 11 Qaulity Control Review 345 days Wed 4/27/11 Tue 8/21/12

288 a Develop and implement a Policies Procedure Plan 315 days Wed 4/27/11 Tue 7/10/12

292 b Submittal of permit compliance reports to permitting agencies 260 days Wed 8/10/11 Tue 8/7/12

293 Hillsborough County P & GM and Fire Dept (as needed through the project duration) 52 wks Wed 8/10/11 Tue 8/7/12

294 FDEP (as needed through the project duration) 52 wks Wed 8/10/11 Tue 8/7/12

295 Others (as needed through the project duration) 52 wks Wed 8/10/11 Tue 8/7/12

296 c Obtain final construction related permit approvals/certifications 10 days Wed 8/8/12 Tue 8/21/12

300 12 Facility Start up, Operator Training and Commissioning 170 days Tue 1/24/12 Mon 9/17/12

301 a Start-up 164 days Wed 2/1/12 Mon 9/17/12

306 b Commissioning 120 days Tue 1/24/12 Mon 7/9/12

309 13 Acceptance Testing 135 days Tue 3/6/12 Mon 9/10/12

310 Develop Acceptance Test Plan 2 wks Tue 3/6/12 Mon 3/19/12

311 Submit Acceptance Plan and achieve approval 6 wks Tue 3/20/12 Mon 4/30/12

312 Operational Confirmation Testing 4 wks Wed 6/20/12 Tue 7/17/12

313 Recommendation of Substanial Completion 1 day Wed 7/18/12 Wed 7/18/12

314 Acceptance testing 23 days Wed 7/18/12 Fri 8/17/12

315 Preparation and submittal of acceptance test report 2 wks Mon 8/20/12 Fri 8/31/12

316 Owner's review and approval of acceptance test report 1 wk Mon 9/3/12 Fri 9/7/12

317 Recommendation of Final Completion 1 day Mon 9/10/12 Mon 9/10/12

318 14 Project Close out 42 days Thu 7/19/12 Fri 9/14/12

319 Substantial completion 1 day Thu 7/19/12 Thu 7/19/12

320 Punch List Completion 8 wks Fri 7/20/12 Thu 9/13/12

321 Final completion 1 day Fri 9/14/12 Fri 9/14/12

322 15 Warranty Maintenance Period 265 days Thu 7/19/12 Wed 7/24/13

7/19

9/14

B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M EApril May June July August Septe Octobe Novem Decem Januar Febru March April May June July August Septe Octobe Novem Decem Januar Febru March April May June July August

2012 2013

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Critical Task

Progress

Milestone

Summary

Rolled Up Task

Rolled Up Critical Task

Rolled Up Milestone

Rolled Up Progress

Split

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Project Summary

Group By Summary

Deadline

Litha Hydrogen Sulfide Removal FacilityOwner's Engineer - Carollo Engineers, PC

Preliminary EPCM Construction Schedule (w/ late NTP 4-11)June 1, 2009

C:\Documents and Settings\JRussell\Desktop\Lithia\PDP\Schedules\Lithia PDP Constr. Sched 6-1 Ex 8_1(LDS).mpp Page 2

Lithia PDP Constr. Sched 6-1 Ex 8_1(LDate: Mon 6/1/09

ID Text1 Text2 Task Name Duration Start Finish

1 1 Tampa Bay Water Board of Directors approves GMP 1 day Mon 2/21/11 Mon 2/21/11

2 2 EPCM NTP 1 day Tue 2/22/11 Tue 2/22/11

3 3 EPCM Construction Team Moblization 4 wks Wed 2/23/11 Tue 3/22/11

4 4 Project Management 361 days Wed 3/2/11 Wed 7/18/12

5 Monthly Progress Meetings 306 days Wed 5/4/11 Wed 7/4/12

21 Develop Project Cost Model and Maintain Budget Monitoring 15 days Wed 3/9/11 Tue 3/29/11

22 Construction Phase Schedule 361 days Wed 3/2/11 Wed 7/18/12

23 Develop Schedule 20 days Wed 3/2/11 Tue 3/29/11

24 Monthly Schedule update 306 days Wed 5/18/11 Wed 7/18/12

40 Monthly Pay Request 286 days Wed 5/25/11 Wed 6/27/12

55 Change Order Management (on going task through project period) 327 days Thu 3/31/11 Fri 6/29/12

56 5 Owner Direct Purchase 250 days Wed 3/9/11 Tue 2/21/12

57 a Develop ODP procurement list and aquistion schedule 4 wks Wed 3/9/11 Tue 4/5/11

58 b Develop ODP procurement packages 22 wks Wed 4/6/11 Tue 9/6/11

59 c Track ODP submittals and approvals 21 wks Wed 4/13/11 Tue 9/6/11

60 d Track ODP equipment and material deliviery 44 wks Wed 4/20/11 Tue 2/21/12

61 6 EPCM Permit Compliance Tracking (w/ Oversight by Owner's Engineer) 340 days Wed 3/9/11 Tue 6/26/12

62 a Secured Permits and Approvals ( as defined per Design Phase) 325 days Wed 3/30/11 Tue 6/26/12

70 b Permits to be Secured during Construction ( as defined per Design Phase) 40 days Wed 3/9/11 Tue 5/3/11

74 7 Shop Drawing Submittals 110 days Wed 4/6/11 Tue 9/6/11

75 a Process 65 days Wed 4/6/11 Tue 7/5/11

79 d Civil 40 days Wed 4/6/11 Tue 5/31/11

83 e Electrical 55 days Wed 4/13/11 Tue 6/28/11

88 f Instrumentation 90 days Wed 5/4/11 Tue 9/6/11

92 g Mechanical 55 days Wed 4/27/11 Tue 7/12/11

96 h Structural 50 days Wed 4/6/11 Tue 6/14/11

100 I Architectural 55 days Wed 5/25/11 Tue 8/9/11

103 8 Construction Site Mobilization 70 days Wed 3/9/11 Tue 6/14/11

104 a Secure final building and site office permits 4 wks Wed 3/9/11 Tue 4/5/11

105 d Coordinate and obtain Construction Power from TECO 8 wks Wed 3/9/11 Tue 5/3/11

106 e Coordinate and obtain potable water connection and sanitary facilities 6 wks Wed 3/23/11 Tue 5/3/11

107 f Perform tortoise relocation 3 wks Wed 3/30/11 Tue 4/19/11

108 g Identifiy trees to be preserved 2 wks Wed 3/30/11 Tue 4/12/11

109 h Provide stormwater control/barriers and site security 2 wks Wed 4/20/11 Tue 5/3/11

110 I Site clearing and grubbing 6 wks Wed 5/4/11 Tue 6/14/11

111 j Acquire and set-up construction office facility 10 wks Wed 3/9/11 Tue 5/17/11

112 9 Fabrication and Delivery of Materials and Equipment 190 days Wed 6/1/11 Tue 2/21/12

113 Process Equipment 100 days Wed 7/6/11 Tue 11/22/11

116 Civil Materials 60 days Wed 6/1/11 Tue 8/23/11

120 Electrical Equipment and Materials 120 days Wed 6/29/11 Tue 12/13/11

124 Isntrumentation Equipment and Materials 120 days Wed 9/7/11 Tue 2/21/12

128 Mechancial Equipment and Materials 100 days Wed 7/13/11 Tue 11/29/11

132 Structural Materials 80 days Wed 6/15/11 Tue 10/4/11

135 Architectural Materials 80 days Wed 8/10/11 Tue 11/29/11

2/21B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B MFebru March April May June July August Septe Octobe Novem Decem Januar Febru March April May June July August Septe Octobe Novem Decem Januar Febru March April May Jun

2012 2013

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Progress

Milestone

Summary

Rolled Up Task

Rolled Up Critical Task

Rolled Up Milestone

Rolled Up Progress

Split

External Tasks

Project Summary

Group By Summary

Deadline

Litha Hydrogen Sulfide Removal FacilityOwner's Engineer - Carollo Engineers, PC

Preliminary EPCM Construction Schedule (w/ early NTP 2-11)June 1, 2009

C:\Documents and Settings\JRussell\Desktop\Lithia\PDP\Schedules\Lithia PDP Constr. Sched 6-1 Ex 8_2(EDS).mpp Page 1

Lithia PDP Constr. Sched 6-1 Ex 8_2(EDate: Mon 6/1/09

ID Text1 Text2 Task Name Duration Start Finish

138 10 EPCM Construction 270 days Wed 6/15/11 Tue 6/26/12

139 a Yard piping 95 days Wed 6/29/11 Tue 11/8/11

140 Connections to existing system ( cut in w/ isolation valve installation) 21 days Wed 6/29/11 Wed 7/27/11

141 Raw water connection 2 days Wed 6/29/11 Thu 6/30/11

142 Finished water connections 21 days Wed 6/29/11 Wed 7/27/11

146 54 inch DIP pipeline (excavate, install, pressure test) 50 days Fri 7/1/11 Thu 9/8/11

151 Other DIP pipelines (excavate, install and pressure test) 45 days Fri 7/1/11 Thu 9/1/11

159 Ozone dissipation chambers ( FSP or PCCP> excavate, install and pressure test) 60 days Wed 7/27/11 Tue 10/18/11

162 Above ground large diameter stainless steel pipeline, valves, etc. and supports 43 days Fri 9/9/11 Tue 11/8/11

166 Miscellaneous Yard Piping 35 days Wed 7/27/11 Tue 9/13/11

172 b Grading, paving, fencing, site lighting and landscape 270 days Wed 6/15/11 Tue 6/26/12

181 c Electrical Ductbank (excavation, installation, encasement) 75 days Wed 10/19/11 Tue 1/31/12

186 d Ozone and Control Building 145 days Wed 7/13/11 Tue 1/31/12

204 e LOX storage tanks and feed system 105 days Wed 7/27/11 Tue 12/20/11

213 f Chemical Building 150 days Wed 8/3/11 Tue 2/28/12

231 g Sidestream pump station and above ground stainless steel ozonated water piping 140 days Wed 8/17/11 Tue 2/28/12

244 h High service pump station and disharge piping 140 days Wed 8/31/11 Tue 3/13/12

255 I Process drain and blow off structure 75 days Wed 9/14/11 Tue 12/27/11

263 j Instrumentation System Set up and Check-out 90 days Wed 2/1/12 Tue 6/5/12

278 11 Qaulity Control Review 345 days Wed 3/2/11 Tue 6/26/12

279 a Develop and implement a Policies Procedure Plan 315 days Wed 3/2/11 Tue 5/15/12

283 b Submittal of permit compliance reports to permitting agencies 260 days Wed 6/15/11 Tue 6/12/12

284 Hillsborough County P & GM and Fire Dept (as needed through the project duration) 52 wks Wed 6/15/11 Tue 6/12/12

285 FDEP (as needed through the project duration) 52 wks Wed 6/15/11 Tue 6/12/12

286 Others (as needed through the project duration) 52 wks Wed 6/15/11 Tue 6/12/12

287 c Obtain final construction related permit approvals/certifications 10 days Wed 6/13/12 Tue 6/26/12

291 12 Facility Start up, Operator Training and Commissioning 170 days Tue 11/29/11 Mon 7/23/12

292 a Start-up 164 days Wed 12/7/11 Mon 7/23/12

297 b Commissioning 120 days Tue 11/29/11 Mon 5/14/12

300 13 Acceptance Testing 135 days Tue 1/10/12 Mon 7/16/12

301 Develop Acceptance Test Plan 2 wks Tue 1/10/12 Mon 1/23/12

302 Submit and Achieve Approval of Acceptance Plan 6 wks Tue 1/24/12 Mon 3/5/12

303 Operational Confirmation Testing 4 wks Wed 4/25/12 Tue 5/22/12

304 Recommendation of Substanial Completion 1 day Wed 5/23/12 Wed 5/23/12

305 Acceptance testing 23 days Wed 5/23/12 Fri 6/22/12

306 Preparation and submittal of acceptance test report 2 wks Mon 6/25/12 Fri 7/6/12

307 Owner's review and approval of acceptance test report 1 wk Mon 7/9/12 Fri 7/13/12

308 Recommendation of Final Completion 1 day Mon 7/16/12 Mon 7/16/12

309 14 Project Close out 42 days Thu 5/24/12 Fri 7/20/12

310 Substantial completion 1 day Thu 5/24/12 Thu 5/24/12

311 Punch List Completion 8 wks Fri 5/25/12 Thu 7/19/12

312 Final completion 1 day Fri 7/20/12 Fri 7/20/12

313 15 Warranty Maintenance Period 265 days Thu 5/24/12 Wed 5/29/13

5/24

7/20

B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B M E B MFebru March April May June July August Septe Octobe Novem Decem Januar Febru March April May June July August Septe Octobe Novem Decem Januar Febru March April May Jun

2012 2013

Task

Critical Task

Progress

Milestone

Summary

Rolled Up Task

Rolled Up Critical Task

Rolled Up Milestone

Rolled Up Progress

Split

External Tasks

Project Summary

Group By Summary

Deadline

Litha Hydrogen Sulfide Removal FacilityOwner's Engineer - Carollo Engineers, PC

Preliminary EPCM Construction Schedule (w/ early NTP 2-11)June 1, 2009

C:\Documents and Settings\JRussell\Desktop\Lithia\PDP\Schedules\Lithia PDP Constr. Sched 6-1 Ex 8_2(EDS).mpp Page 2

Lithia PDP Constr. Sched 6-1 Ex 8_2(EDate: Mon 6/1/09

Exh 9-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit 9 – EPCM Compensation 9.1 Unit Price Schedule During the development of the Guaranteed Maximum Price (GMP) during the Design Phase, the EPCM will negotiate unit prices for typical labor, materials, and equipment categories that will be used to estimate changes in work during the Construction Phase. The unit prices will include, but not limited to, labor, equipment, and materials. An example unit price schedule is shown in Table 9.1.1. Table 9.1.1 - Example Unit Price Schedule for Construction Phase

Unit Unit Item SubtotalDescription Quantity Units Price Total Cost

EPCMLabor Category 1……….Labor Category 'N'

Subtotal

Materials Category 1……….Materials Category 'N'

Subtotal

Equipment Category 1……….Equipment Category 'N'

Subtotal

Other CategorySubtotal

Sub 1through Labor Category 1Sub 'N' ……….

Labor Category 'N'Subtotal

Materials Category 1……….Materials Category 'N'

Subtotal

Equipment Category 1……….Equipment Category 'N'

Subtotal

Other CategorySubtotal

Total

Exh 9-2

9.2 Owner Direct Purchase Program Tampa Bay Water will implement their Owner Direct Purchase/Sales Tax Savings Program for this project. Details of this program are included in Exhibit 13 - Supplementary Conditions. 9.3 Schedule of Values A construction schedule of values will be submitted by the EPCM for evaluating progress against the progress schedule and for reviewing payment applications. The schedule of values will be derived from the GMP proposal. The schedule of values will have sufficient detail for computing values for partial payments during construction. Line items will match the construction activities submitted in the GMP (Exhibit 3) and the associated project schedule (Exhibit 8). Each major line item in the schedule of values will list sub-values of major components under the item. An example schedule of values template is shown in Table 9.3.1.

Table 9.3.1 - Example Format for Schedule of Values

Activity ScheduledID Activity Description Value

Exh 9-3

9.4 Invoice Format Monthly pay applications for the Construction Phase will be submitted to Tampa Bay Water by the EPCM. Each monthly pay application package will include: o Written summary of work completed for the pay application.

o Updated master project schedule.

o Invoice consisting of the monthly summary of work performed with detailed monthly schedule of values for the EPCM and the subconsultants and the percent complete and monthly amount earned.

o Copies of invoices from material and equipment suppliers.

o Appropriate lien waivers and other required documentation in accordance with the EPCM Agreement for Construction Phase Services.

o List of stored material and equipment.

o Any other documentation requested by Tampa Bay Water and agreed by the parties.

Table 9.4.1 presents an example invoice format for the monthly summary. Table 9.4.2 presents an example monthly summary invoice based on the schedule of values.

Table 9.4.1 - Example Monthly Summary Invoice

Contract Amount Due Invoiced BalanceDescription Amount This Period To Date Remaining Comments

EPCMGMP Work Item 1GMP Work Item 2…………..GMP Work Item 'N'

EPCM Subtotal -$ -$ -$

Subconsultant No. 1Designated Work Item

Subconsultant No. 'N'Designated Work Item

Subconsultants Subtotal -$ -$ -$

Totals -$ -$ -$

Exh 9-4

Table 9.4.2 - Example Monthly Schedule of Values for Invoice

Estimated Amount DueActivity Scheduled % Complete This

ID Activity Description Value As of (date) Period

Page 1 of 14

Lithia Hydrogen Sulfide Removal Facility

Exhibit 10 – Insurance, Bonds, Guaranty Agreement

A) Insurance Requirements

Owner requires EPCM and all Subcontractors to provide or procure and maintain coverage for not less than the following amounts or greater where required by Laws or Regulations: 1. Commercial General Liability. The coverage(s) shall be no less than: (a) Minimum limits of $5,000,000.00 per occurrence combined single limit for all liability must be provided,

with umbrella insurance making up the difference between the policy limits of underlying policies and the total amount of coverage required. The referenced limit shall be provided as a separate aggregate for the Work (Project Aggregate).

(b) Minimum limits of $5,000,000.00 Aggregate single limit for all liability must be provided, with umbrella insurance making up the difference between the policy limits of underlying policies and the total amount of coverage required. The referenced limit shall be provided as a separate aggregate for the Work (Project Aggregate).

2. Business Automobile Liability. The coverage shall be no less than:

(a) Minimum limits of $1,000,000.00 combined single limit for all liability must be provided.

3. Umbrella/Excess Liability. The coverage shall be no less than:

(a) Minimum limits of $10,000,000.00 per occurrence must be provided. 4. Worker's Compensation and Employer's Liability. The coverage shall include:

(a) Coverage A: State: Statutory limits under the Laws of the State of Florida.

Federal: Statutory limits under the Laws of the United State of America (e.g., Longshoremen's, etc.)

(b) Coverage B: Employer's Liability, bodily injury, occupational sickness or disease, or death of CONTRACTOR'S

employees shall be no less than: (1) $500,000.00 Each Accident (2) $500,000.00 Each Disease (3) $500,000.00 Each Employee Owner requires EPCM to purchase workers compensation insurance for all their employees regardless of the number of employees they have and regardless of any other exemptions. Florida law permits employers who may be exempt from purchase of coverage to waive their exemptions and purchase the coverage. Owner requires EPCM to purchase said coverage. 5. Professional Liability Insurance. Coverage shall be purchased and maintained in force by EPCM of no less than $5,000,000.00 per claim/aggregate. 6. Builder's Risk "All Risk" Completed Value Insurance. Coverage shall be no less than the full insurable value of the Work, including completed Work and Work in progress, but in no event less than the GMP.

7. Aggregate limits for General Liability coverage shall be separately applicable to Work performed under this Agreement through the use of an endorsement approved by Owner. Applicable deductibles or self-insured retention, not to exceed $25,000.00, shall be the sole responsibility of EPCM. 8. Unless Owner approves coverage through an established EPCM self-insurance program, Owner requires EPCM to provide a Certificate of Insurance either using the following form or an approved ACORD form:

Page 2 of 14

Issue Date: Contract Number:

2575 Enterprise Road, Clearwater, Florida 33763-1102 Phone: 727.796.2355 Fax: 727.791.2388 Suncom: 513.7010 www.tampabaywater.org

CANCELLATION: Should any of the below described policies be cancelled, non-renewed or adversely changed before the expiration date thereof, the issuing company will provide 30 days written notice to TAMPA BAY WATER by certified mail.

Producer: Insured:

Companies Affording Coverage: Best Rating/Class:

A.

B. C.

D.

E.

COVERAGES: This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period indicated.

Co.

Le

tte ARTICLE 1 – TYPE OF INSURANCE

POLICY NUMBER

POLICY EFF. DATE

POLICY EXPIR. DATE

LIMITS ALL LIMITS IN THOUSANDS

EACH OCCURRENC

E

AGGREGATE

BI & PD Combined $ $ Bodily Injury $ $ Property Damage $ $ Products Comp/OP $ $ Personal & Adv. Injury

$ $

General Liability Commercial Form

Occurrence Claims Made Comprehensive Form Premises Operations Explosion, Collapse, Underground

Hazard Products/Completed Operations

Hazard Contractual Insurance Broad Form Property Damage Independent Contractor Personal Injury

* Separate Project Agg. For Tampa Bay Water

$

Combined Single Limit Bodily Injury (Per Person) Property Damage

Automobile Liability Any Auto All Owned Autos Scheduled Autos Hired Autos Non-Owned Autos

Each Occurrence $ Aggregate $

Umbrella/Excess Liability Umbrella Form Excess Form Following Form Coverage

Statutory Coverage Limit $

EL Each Accident $ EL Disease Policy Limit $

Workers’ Compensation and Employers’ Liability

EL Disease Each Employee $ Professional Liability

Claims Made Occurrence Retro Date:

$

$

Builder’s Risk All Risk Permission to Occupy All Owner’s Contractors,

Subcontractors’ Interests Covered

Installation Floater

$

$

Fidelity Employee Dishonesty Covers Loss to Tampa Bay Water

$

Other

Description of Operations/Locations/Vehicle/Special Items: * Specific Project or Location:

CERTIFICATE HOLDER and ADDITIONAL INSURED Tampa Bay Water, its Consultants, Subsidiaries or Affiliates and each of Tampa Bay Water’s Directors, Officers, Employees, Representatives, Agents or Volunteers.

Authorized Representative: (Signature required) Address: Telephone: Fax:

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B) Performance and Payment Bonds

PERFORMANCE BOND

KNOW ALL MEN BY THESE PRESENTS: That ____________________________________ as Principal, located at _____________________________________________ (Business Address) and _________________________________________________________________as Surety, located at _________________________________________________________________ (Business Address) are held and firmly bound to the TAMPA BAY WATER, A Regional Water Supply Authority as Obligee in the sum of _______________________________ ($________________) for the payment whereof we bind ourselves, our heirs, executors, personal representatives, successors and assigns, jointly and severally. Whereas, Principal has entered into a contract dated as of the ______ day of _____________, 20__, with Obligee for __________________________________, Project No.: __________ in accordance with drawings and specifications, which contract is incorporated by reference and made a part hereof, and is referred to as the Contract. THE CONDITION OF THIS BOND is that if Principal: 1. Performs the Contract at the times and in the manner prescribed in the Contract; and 2. Pays Obligee any and all losses, damages, costs and attorneys' fees, including appellate proceedings, that Obligee sustains because of any default by Principal under the Contract, including, but not limited to, all delay damages, whether liquidated or actual, suffered by Obligee; and 3. Performs the guarantee of all work and materials furnished under the Contract for the time specified in the Contract, then this bond is void; otherwise it remains in full force. BE IT FURTHER KNOWN: 1. Any changes, regardless of scope or amount, in or under the Contract and compliance or noncompliance

with any formalities connected with the Contract or the changes do not affect Surety's obligation under this Bond.

2. The Surety, for value received, hereby stipulates and agrees that no changes, extensions of time, alterations or additions to the terms of the Contract or other work to be performed hereunder, or the specifications referred to therein shall in anyway affect its obligations under this bond, and it does hereby waive notice of any such changes, extensions of time, alterations or additions to the terms of the Contract or to work or to the specifications.

3. This Performance Bond is issued in compliance with the terms and conditions set forth in Florida Statute 255.05, however, it is intended to exceed the minimal coverage requirements established by that statute. The Notice and time limitations of Florida Statute 255.05 (2) are also, to the extent applicable, if any, incorporated herein by reference and made a part hereof.

4. In no event will the Surety be liable in the aggregate to Obligee for more than the penal sum of this Performance Bond regardless of the number of suits that may be filed by Obligee.

5. Whenever the CONTRACTOR shall be, and is declared by TAMPA BAY WATER to be in default under the CONTRACT, TAMPA BAY WATER having performed TAMPA BAY WATER'S obligations thereunder, the SURETY shall promptly remedy the default, as set forth below and at the sole option of TAMPA BAY WATER, by promptly:

(1) Completing the CONTRACT in accordance with its terms and conditions and paying TAMPA

BAY WATER all of its losses, damages, costs and attorneys' and legal assistants’ fees, whether at trial, on appeal or in bankruptcy, that TAMPA BAY WATER sustains because of any default by Principal under the CONTRACT, including, but not limited to, all delay damages, whether liquidated or actual. In the event SURETY takes over and completes the CONTRACT, then in such event it shall be entitled to receive the balance of the CONTRACT PRICE, as defined in sub-paragraph 2 below; or

(2) Indemnifying TAMPA BAY WATER for all of its damages, expenses, costs, attorneys' and

legal assistant's fees, including appellate and bankruptcy proceedings, that TAMPA BAY WATER has incurred, suffered or sustained as a result of TAMPA BAY WATER’S

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completion of the CONTRACT or the Principal’s default under the CONTRACT, less the remaining unpaid balance of the CONTRACT PRICE, if any. The term "balance of the CONTRACT PRICE", as used in this Performance Bond, shall mean the total amount payable by TAMPA BAY WATER to the CONTRACTOR under the CONTRACT and any amendments thereto, less the amount previously paid by TAMPA BAY WATER to the CONTRACTOR.

IN WITNESS WHEREOF, the above parties have executed this instrument this _____ day of ____________________, 20__, the name of each party being affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body. Signed, sealed and delivered in the presence of: PRINCIPAL: By: Witnesses as to Principal Name: Its: STATE OF COUNTY OF The foregoing instrument was acknowledged before me this _____ day of _________________, 20_____, by __________________________________, as ____________________________ of _____________________________, a ____________ corporation, on behalf of the corporation. He/she is personally known to me OR has produced _________________________________ as identification and did (did not) take an oath. My Commission Expires: ____________________________________ (Signature of Notary) Name: ______________________________ (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Serial No., If Any: ATTEST: SURETY:

(Printed Name) (Business Address) _____________________________ Witness as to Surety (Authorized Signature) (Printed Name) OR ______________________________

Florida Resident Agent and As Attorney in Fact ______________________________ (Attach Power of Attorney)

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Witness (Business Address) (Printed Name) (Telephone Number) STATE OF ____________________ COUNTY OF ___________________ The foregoing instrument was acknowledged before me this _______ day of _____________, 20____, by __________________________________, as the _____________________________, of the above named Surety. He/She is personally known to me OR has produced _________________________ as identification and who did (did not) take an oath. My Commission Expires: _____________________________________ (Signature of Notary) Name: _______________________________ (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Serial No., If Any:

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255.05 PUBLIC PAYMENT BOND

KNOW ALL MEN BY THESE PRESENTS: That ________________________________ as Principal, located at ________________________________________________ (Business Address) and __________________________________________________________________ as Surety, located at ________________________________________________________________ (Business Address) are held and firmly bound to the TAMPA BAY WATER, A Regional Water Supply Authority as Obligee in the sum of ___________________________ ($__________________) for the payment whereof we bind ourselves, our heirs, executors, personal representatives, successors and assigns, jointly and severally. Whereas, Principal has entered into a contract dated as of the ______ day of _____________, 20__, with Obligee for __________________________________, Project No.: __________ in accordance with drawings and specifications, which contract is incorporated by reference and made a part hereof, and is referred to as the Contract. THE CONDITION OF THIS BOND is that if Principal: 1. Promptly makes payment to all claimants as defined in Section 255.05(1), Florida Statutes, supplying Principal with labor, materials or supplies, used directly or indirectly by Principal in the prosecution of the work provided for in the Contract; and 2. Pays Obligee all losses, damages, expenses, costs, and attorneys' fees, including appellate proceedings that Obligee sustains because of default by the Principal under paragraph 1 of this bond; then this bond is void; otherwise it remains in full force. BE IT FURTHER KNOWN: 1. Any changes, regardless of scope or amount, in or under the Contract and compliance or noncompliance with any formalities connected with the Contract or the changes do not affect Surety's obligation under this Bond. 2. The Surety, for value received, hereby stipulates and agrees that no changes, extensions of time, alterations or additions to the terms of the Contract or other work to be performed hereunder, or the specifications referred to therein shall in anyway affect its obligations under this bond, and it does hereby waive notice of any such changes, extensions of time, alterations or additions to the terms of the Contract or to work or to the specifications. 3. This Payment Bond is a statutory payment bond and is not intended to be a common law Payment Bond. This Payment Bond is issued in compliance with the terms and conditions set forth in Florida Statute 255.05. The Notice and time limitations of Florida Statute 255.05 (2) are also expressly incorporated herein by reference and made a part hereof. Any action instituted by a claimant under this bond must be in accordance with the Notice and Time limitations contained in Florida Statute 255.05 (2). In no event shall the Surety be liable in the aggregate to claimants for more than the penal sum of this Payment Bond, regardless of the number of suits that may be filed by such claimants. IN WITNESS WHEREOF, the above parties have executed this instrument this _____ day of __________________, 20__, the name of each party being affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body. Signed, sealed and delivered in the presence of: PRINCIPAL: Witnesses as to Principal By: Name: Its: STATE OF ______________________________ COUNTY OF ____________________________ The foregoing instrument was acknowledged before me this day of _______________ , 20____, by , as of , a corporation, on behalf of the corporation. He/she is personally known to me OR has produced as identification and did (did not) take an oath. My Commission Expires:

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(Signature of Notary) Name: ___________________________________ (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of ____________________ Serial No., If Any: _______________________ ATTEST: SURETY: (Printed Name) (Business Address) (Authorized Signature) Witness as to Surety (Printed Name) OR Florida Resident Agent and As Attorney in Fact (Attach Power of Attorney) Witness (Business Address) (Printed Name) (Telephone Number) STATE OF COUNTY OF The foregoing instrument was acknowledged before me this ____ day of ______________, 20____, by ___________________________, as the ______________________, of the above named surety. He/She is personally known to me OR has produced _________________________ as identification and who did (did not) take an oath. My Commission Expires: _____________________________________ (Signature of Notary) Name: _______________________________ (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of

Serial No., If Any_________________________

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C. Guaranty Agreement

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT is dated as of _____________, 20__, (the “Guaranty”) and is made by ___________________________________, (together with any permitted successors and assigns hereunder, (the “Guarantor”), to Tampa Bay Water, an interlocal governmental agency of the State of Florida, created and existing pursuant to the authority of Sections 163.01, 373.1962 and 373.1963, Florida Statutes (“Tampa Bay Water”).

RECITALS

A. In accordance with the terms of the Construction Phase Services Agreement for the Lithia Hydrogen Sulfide Removal Facility dated on the same date hereof, including any exhibits, schedules, amendments, and supplements thereto (the “Agreement”), between ___[Insert Name of EPCM]_______(the “Company”), and Tampa Bay Water, Tampa Bay Water has requested the Guarantor to guarantee the obligations of the Company under the Agreement;

B. The Company is an affiliated company of the Guarantor; and

C. Tampa Bay Water will enter into the Agreement only if the Guarantor guarantees the performance by the Company of all of the Company’s responsibilities and obligations under the Agreement as set forth in this Guaranty.

In order to induce the execution and delivery of the Agreement by Tampa Bay Water and in consideration thereof, the Guarantor agrees as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1. DEFINITIONS. For the purposes of this Guaranty, the following words and terms shall have the respective meanings set forth as follows. Any capitalized word or term used, but not defined herein, is used as defined in the Agreement.

‘Obligations’ means the amounts payable by, and the covenants, duties, responsibilities and agreements of the Company pursuant to the terms of the Agreement.

SECTION 1.2. INTERPRETATION. In this Guaranty, unless the context otherwise requires:

(A) References Hereto. The terms “hereto,” “hereby,” “hereof,” “herein,” “hereunder” and any similar terms refer to this Guaranty, and the term “hereafter” means after, and the term “heretofore” means before, the date of execution and delivery of this Guaranty.

(B) Gender and Plurality. Words of the masculine gender mean and include correlative words of the feminine and neuter genders and words importing the singular number mean and include the plural number and vice versa.

(C) Persons. Words importing persons include firms, companies, associations, general partnerships, limited partnerships, trusts, business trusts, corporations and other legal entities, including public bodies, as well as individuals.

(D) Headings. The table of contents and any headings preceding the text of the articles, sections and subsections of this Guaranty shall be solely for convenience of reference and shall not constitute a part of this Guaranty, nor shall they affect its meaning, construction or effect.

(E) Entire Agreement: Authority. This Guaranty constitutes the entire agreement between the parties hereto with respect to the transactions contemplated by this Guaranty. Nothing in this Guaranty is intended to confer on any person other than the Guarantor, Tampa Bay Water and their permitted successors and assigns hereunder any rights or remedies under or by reason of this Guaranty.

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(F) Counterparts. This Guaranty may be executed in any number of original counterparts. All such counterparts shall constitute but one and the same Guaranty.

(G) Applicable Law. This Guaranty shall be governed by and construed in accordance with the applicable laws of the State of Florida.

(H) Severability. If any clause, provision, subsection, section or article of this Guaranty shall be ruled invalid by any court of competent jurisdiction, the invalidity of any such clause, provision, subsection, section or article shall not affect any of the remaining provisions hereof, and this Guaranty shall be construed and enforced as if such invalid portion did not exist provided that such construction and enforcement shall not increase the Guarantor’s liability beyond that expressly set forth herein.

(I) Approvals. All approvals, consents and acceptances required to be given or made by any party hereto shall be at the sole discretion of the party whose approval, consent or acceptance is required.

(J) Payments. All payments required to be made by the Guarantor hereunder shall be made in lawful money of the United States of America.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR

SECTION 2.1. REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR. The Guarantor hereby

represents and warrants that:

(A) Existence and Powers. The Guarantor is a corporation, organized and existing under the laws of the State of __________ and has all requisite power and authority to perform all of its obligations under this Guaranty.

(B) Due Authorization and Binding Obligation. The Guarantor has duly authorized the execution and delivery of this Guaranty, and this Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms except insofar as such enforcement may be affected by bankruptcy, insolvency, moratorium or by general equity principles of reorganization and other similar laws affecting creditors’ rights generally and general principles of equity.

(C) No Conflict. Neither the execution or delivery by the Guarantor of this Guaranty nor the performance by the Guarantor of its obligations hereunder: (a) violates or results in a breach of any law or governmental regulation applicable to the Guarantor; (b) conflicts with, violates or results in a material breach of any term or condition of the Guarantor’s corporate charter or any judgment, decree, agreement or instrument to which the Guarantor is a party or by which the Guarantor or any of its properties or assets are bound, or constitutes a default under any such judgment, decree, agreement or instrument; or (c) will result in the creation or imposition of any material encumbrance of any nature whatsoever upon any of the properties or assets of the Guarantor except as permitted hereby or by the Agreement.

(D) No Governmental Approval Required. No approval, authorization, order or consent of, or declaration, registration or filing with, any governmental authority is required of the Guarantor for the valid execution and delivery by the Guarantor of this Guaranty, except such as shall have been duly obtained or made.

(E) No Limitation. There is no action, suit or other proceeding, at law or in equity, before or by any court or governmental authority, pending or, to the Guarantor’s knowledge, threatened against the Guarantor which has a likelihood of an unfavorable decision, ruling or finding that would materially and adversely affect the validity or enforceability of this Guaranty.

(F) No Legal Prohibition. The Guarantor has no knowledge of any Applicable Legal Requirement which would prohibit the performance by the Guarantor of this Guaranty and the transactions contemplated by this Guaranty.

(G) Consent to Agreements. The Guarantor is fully aware of and consents to the terms and conditions of the Agreement.

(H) Consideration. The assumption by the Guarantor of its obligations hereunder will result in a material benefit to the Guarantor.

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ARTICLE III

GUARANTY COVENANTS

SECTION 3.1. GUARANTY TO TAMPA BAY WATER. The Guarantor hereby absolutely, presently,

irrevocably and unconditionally guarantees to Tampa Bay Water for the benefit of Tampa Bay Water: (1) the full and prompt payment when due of each and all of the payments required to be credited or made by the Company under the Agreement to, or for the account of, Tampa Bay Water, when the same shall become due and payable pursuant to this Guaranty; and (2) the full and prompt performance and observance of each and all of the Obligations. The Guarantor’s obligation under this Guaranty shall be provided as and limited to a separate aggregate liability for the Work to be performed under the Agreement (Project Aggregate) of one hundred percent (100%) of the Guaranteed Maximum Price (GMP) under the Agreement, as it may be adjusted, or the value of the Agreement to the EPCM, whichever is greater. SECTION 3.2. RIGHT OF TAMPA BAY WATER TO PROCEED AGAINST THE GUARANTOR. This Guaranty shall constitute a guaranty of payment and of performance and not of collection, and the Guarantor specifically agrees that in the event of a failure by the Company to pay or perform any Obligation guaranteed hereunder, Tampa Bay Water shall have the right to proceed first and directly against the Guarantor under this Guaranty and without proceeding against the Company or exhausting any other remedies against the Company which Tampa Bay Water may have. Without limiting the foregoing, the Guarantor agrees that it shall not be necessary, and that the Guarantor shall not be entitled to require, as a condition of enforcing the liability of the Guarantor hereunder, that Tampa Bay Water: (1) file suit or proceed to obtain a judgment against the Company or any other person who may be liable for the Obligations or any part of the Obligations; (2) make any other effort to obtain payment or performance of the Obligations from the Company other than providing the Company with any notice of such payment or performance as may be required by the terms of the Agreement or required to be given to the Company under any Applicable Legal Requirement; (3) foreclose against or seek to realize upon any security for the Obligations; or (4) exercise any other right or remedy to which Tampa Bay Water is or may be entitled in connection with the Obligations or any security therefor or any other guarantee thereof, except to the extent that any such exercise of such other right or remedy may be a condition to the Obligations of the Company or to the enforcement of remedies under the Agreement. Upon any Event of Default with respect to the Agreement, subject to the giving of such notice as may be required to the Company and the expiration of any applicable cure period under the Agreement, the liability of the Guarantor shall be effective and shall immediately be paid or performed. Notwithstanding Tampa Bay Water’s right to proceed directly against the Guarantor, Tampa Bay Water (or any successor) shall not be entitled to more than a single full performance of the Obligations in regard to any breach or non-performance thereof. SECTION 3.3. GUARANTY ABSOLUTE AND UNCONDITIONAL. The obligations of the Guarantor hereunder are absolute, present, irrevocable and unconditional and shall remain in full force and effect until the Company shall have fully discharged the Obligations in accordance with their respective terms, shall (except as set forth in Section 3.4 below) not be subject to any counterclaim, set-off, deduction or defense (other than frill and strict compliance with, or release, discharge or satisfaction of, such Obligations) based on any claim that the Guarantor may have against the Company, Tampa Bay Water or any other person. Without limiting the foregoing, the obligations of the Guarantor hereunder shall not be released, discharged or in any way modified by reason of any of the following (whether with or without notice to, knowledge by or further consent of the Guarantor):

(A) the extension or renewal of this Guaranty or the Agreement;

(B) any exercise or failure, omission or delay by Tampa Bay Water in the exercise of any right, power or remedy conferred on Tampa Bay Water with respect to this Guaranty or the Agreement;

(C) any permitted transfer or assignment of rights or obligations under the Agreement or under any other agreement by any party thereto, or any permitted assignment, conveyance or other transfer of any of their respective interests in the Project or in, to or under the Agreement;

(D) any permitted assignment for the purpose of creating a security interest or mortgage of all or any part of the respective interests of Tampa Bay Water or any other person in the Agreement or in the Project;

(E) any renewal, amendment, change or modification in respect of any of the obligations or terms or conditions of the Agreement;

(F) any failure of title with respect to all or any part of the respective interests of any person in the Project or the Site;

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(G) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially

all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, moratorium, arrangement, composition with creditors or readjustment of, or other similar proceedings against, the Company or the Guarantor, or any of the property of either of them, or any allegation or contest of the validity of this Guaranty or any other agreements in any such proceeding (it is specifically understood, consented and agreed to that, to the extent permitted by law, this Guaranty shall remain and continue in full force and effect and shall be enforceable against the Guarantor to the same extent and with the same force and effect as if any such proceeding had not been instituted and as if no rejection, stay, termination, assumption or modification has occurred as a result thereof, it being the intent and purpose of this Guaranty that the Guarantor shall and does hereby waive all rights and benefits which might accrue to it by reason of any such proceeding);

(H) any failure on the part of the Company for any reason to perform or comply with any agreement with the Guarantor;

(I) the failure on the part of Tampa Bay Water to provide any notice to the Guarantor which is not required to be given to the Guarantor pursuant to this Guaranty and to the Company as a condition to the enforcement of Obligations pursuant to the Agreement;

(J) any failure of any party to the Agreement to mitigate damages (except to the extent permitted by Section 3.4 below) resulting from any default by the Company or the Guarantor under any agreement;

(K) the sale, merger, consolidation, or transfer of any interest of Company or the Guarantor into or with any other person, or any sale, lease, transfer, abandonment or other disposition of any or all of the property of any of Company or the Guarantor to any person;

(L) any legal disability or incapacity of Company or the Guarantor; or

(M) the fact that entering into the Agreement by the Company or the Guarantor was invalid or in excess of the powers of such party.

Should any money due or owing under this Guaranty not be recoverable from the Guarantor due to any of the matters specified in Subsections 3.3 (A) through (M) above, then, in any such case, such money, together with all additional sums due hereunder, shall nevertheless be recoverable from the Guarantor as though the Guarantor were principal obligor in place of the Company pursuant to the terms of the Agreement and not merely a guarantor and shall be paid by the Guarantor forthwith subject to the terms of this Guaranty. Notwithstanding anything to the contrary expressed in this Guaranty, nothing in this Guaranty shall be deemed to amend, modify, clarify, expand or reduce the Company’s rights, benefits, duties or obligations under the Agreement.

SECTION 3.4. DEFENSES. SET-OFFS AND COUNTERCLAIMS. Notwithstanding any provisions contained herein to the contrary, the Guarantor shall be entitled to exercise or assert any and all legal or equitable rights or defenses which the Company may have under the Agreement or under Applicable Legal Requirements (other than bankruptcy or insolvency of the Company and other than any defense which the Company has expressly waived in the Agreement or the Guarantor has expressly waived in Section 3.5 hereof or elsewhere hereunder), and the obligations of the Guarantor hereunder are subject to such counterclaims, set-offs or deductions which the Company is permitted to assert pursuant to the Agreement, if any. SECTION 3.5. WAIVERS BY THE GUARANTOR. To the extent permitted by law, the Guarantor hereby unconditionally and irrevocably waives:

(A) notice from Tampa Bay Water of its acceptance of this Guaranty;

(B) notice of any of the events referred to in Section 3.3 hereof;

(C) to the fullest extent lawfully possible, all notices which may be required by statute, rule of law or otherwise to preserve intact any rights against the Guarantor;

(D) , any statute of limitations defense based on a statute of limitations period which may be applicable to guarantors (or parties in similar relationships) which would be shorter than the applicable statute of limitations period for the underlying claim;

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(E) any right to require a proceeding first against the Company;

(F) any right to require a proceeding first against any person or the security provided by or under any

agreement except to the extent such agreement specifically requires a proceeding first against any person (except the Company) or security;

(G) any requirement that the Company be joined as a party to any proceeding for the enforcement of any term of the Agreement;

(H) the requirement of, or the notice of, the filing of claims by Tampa Bay Water in the event of the receivership or bankruptcy of the Company; and

(I) Subject to Section 3.4 above, all demands upon the Company or any other person and all other formalities the omission of any of which, or delay in performance of which, might, but for the provisions of this Section 3.5, by rule of law or otherwise, constitute grounds for relieving or discharging the Guarantor in whole or in part from its absolute, present, irrevocable, unconditional and continuing obligations hereunder. SECTION 3.6. PAYMENT OF COSTS AND EXPENSES. The Guarantor agrees to pay Tampa Bay Water on demand all Fees and Costs, incurred by or on behalf of Tampa Bay Water in successfully enforcing observance of the Guarantor’s covenants, agreements and obligations contained in this Guaranty against the Guarantor, other than the costs and expenses that Tampa Bay Water incurs in performing any of its obligations under the Guaranty where such obligations are a condition to performance by the Guarantor of its Obligations thereunder. SECTION 3.7. SUBORDINATION OF RIGHTS. The Guarantor agrees that any right of subrogation or contribution which it may have against the Company as a result of any payment or performance hereunder is hereby fully subordinated to the rights of Tampa Bay Water hereunder and that the Guarantor shall not recover or seek to recover any payment made by it hereunder from the Company until the Company or the Guarantor shall have fully and satisfactorily paid or performed and discharged the Obligations giving rise to a claim under this Guaranty.

SECTION 3.8. SEPARATE OBLIGATIONS; REINSTATEMENT. The obligations of the Guarantor to make any payment or to perform and discharge any other duties, agreements, covenants, undertakings or obligations hereunder shall: (1) to the extent permitted by law, constitute separate and independent obligations of the Guarantor from its other obligations under this Guaranty; (2) give rise to separate and independent causes of action against the Guarantor; and (3) apply irrespective of any indulgence granted from time to time by Tampa Bay Water. The Guarantor agrees that this Guaranty shall be automatically reinstated, if and to the extent that, for any reason, any payment or performance by or on behalf of the Company is rescinded or must be otherwise restored by Tampa Bay Water, whether as a result of any proceedings in bankruptcy, reorganization or similar proceeding. SECTION 3.9. TERM. This Guaranty shall remain in full force and effect from the date of execution and delivery hereof until all of the Obligations of the Company, have been fully paid and performed.

ARTICLE IV

GENERAL COVENANTS

SECTION 4.1. MAINTENANCE OF CORPORATE EXISTENCE.

(A) Consolidation, Merger, Sale or Transfer. The Guarantor covenants that during the term of this Guaranty it will maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it unless the successor is the Guarantor and the conditions contained in clause (2) below are satisfied; provided, however, that the Guarantor may consolidate with or merge into another entity, or permit one or more other entities to consolidate with or merge into it, or sell or otherwise transfer to another entity all or substantially all of its assets as an entirety and thereafter dissolve if: (1) the successor entity (if other than the Guarantor) (a) assumes in writing all the obligations of the Guarantor hereunder and, if required by law, is duly qualified to do business in the State of Florida, and (b) delivers to Tampa Bay Water an opinion of counsel to the effect that its obligations under this Guaranty are legal, valid, binding and enforceable subject to applicable bankruptcy and similar insolvency or moratorium laws and equitable remedies; and (2) any such transaction does not result in a material decline in Guarantor’s credit standing.

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(B) Continuance of Obligations. If a consolidation, merger or sale or other transfer is made as permitted by this Section 4.1, the provisions of this Section 4.1 shall continue in full force and effect and no further consolidation, merger or sale or other transfer shall be made except in compliance with the provisions of this Section 4.1. No such consolidation, merger or sale or other transfer shall have the effect of releasing the initial Guarantor from its liability hereunder unless a successor entity has assumed responsibility for this Guaranty as provided in this Section 4.1.

SECTION 4.2. QUALIFICATION IN FLORIDA. The Guarantor agrees that, so long as this Guaranty is in effect, if required by Applicable Legal Requirements, the Guarantor will be duly qualified to do business in the State of Florida. SECTION 4.3. FINANCIAL REPORTS. The Guarantor shall itself perform and shall cause the Company to perform all obligations for financial reporting under the Agreement and as reasonably requested by Tampa Bay Water..

SECTION 4.4. CONSENT TO JURISDICTION. The Guarantor irrevocably: (1) agrees that any legal proceeding arising out of this Guaranty shall be brought in the state or federal courts in Pinellas County, Florida having appropriate jurisdiction; (2) consents to the personal jurisdiction of such court in any such legal proceeding; and (3) waives any objection which it may have to the laying of the jurisdiction of any such legal proceeding in any of such courts.

SECTION 4.5. JURY TRIAL WAIVER. TO THE EXTENT PERMUTED BY APPLICABLE LEGAL REQUIREMENTS, THE GUARANTOR AND TAMPA BAY WATER HEREBY ACKNOWLEDGE AND AGREE THAT ANY AND ALL CLAIMS ARISING OUT OF, CONNECTED WITH, OR RELATING TO THIS GUARANTY OR THE RELATIONSHIP CREATED HEREBY ARE MAITERS WHICH SHOULD BE ADJUDICATED BY A COURT WITHOUT A JURY. THEREFORE THE PARTIES HEREBY WAIVE A TRIAL BY A JURY. NEITHER TAMPA BAY WATER NOR THE GUARANTOR OR ANY SUCCESSOR THEREOF SHALL SEEK A TRIAL BY JURY IN ANY ACTION OR PROCEEDING (WHETHER AT LAW OR IN EQUITY, WHETHER DIRECT OR COLLATERAL, WHETHER IN CONTRACT OR IN TORT) ARISING OUT OF OR RELATED TO THIS GUARANTY OR THE RELATIONSHIP CREATED HEREBY. NEITHER TAMPA BAY WATER NOR THE GUARANTOR SHALL SEEK TO CONSOLIDATE ANY ACTION OR PROCEEDING IN WHICH A TRIAL BY JURY HAS BEEN WAIVED WITH ANY OTHER ACTION OR PROCEEDING IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS SECTION 4.5 CANNOT BE AND HAVE NOT BEEN WAIVED. THE PROVISIONS OF THIS SECTION 4.5 HAVE BEEN FULLY DISCUSSED BY THE PARTIES AND THEIR RESPECTIVE ATTORNEYS AND THE PROVISIONS HEREOF SHALL BE SUBJECT TO NO EXCEPTIONS. TAMPA BAY WATER AND THE GUARANTOR ACKNOWLEDGE AND AGREE THAT NO ONE, INCLUDING, WITHOUT LIMITATION, TAMPA BAY WATER’S AGENTS OR CONTRACTORS, HAS REPRESENTED THAT THE PROVISIONS OF THIS SECTION 4.5 OR OF ANY OTHER SECTION OF THIS GUARANTY WILL NOT BE FULLY ENFORCED.

SECTION 4.6. BINDING EFFECT. This Guaranty shall inure to the benefit of Tampa Bay Water and its

successors and assigns and shall be binding upon the Guarantor and its permitted successors and assigns.

SECTION 4.7. AMENDMENTS, CHANGES AND MODIFICATIONS. This Guaranty may not be amended, changed or modified or terminated and none of its provisions may be waived, except with the prior written consent of Tampa Bay Water and of the Guarantor.

SECTION 4.8. NOTICES.

(A) All notices, waivers, demands, requests and other communications required or permitted by this Guaranty (collectively, “Notices”) shall be in writing and given as follows by: (i) personal delivery; (ii) prepaid established overnight commercial courier; or (iii) prepaid US registered or certified. All Notices shall be addressed to the applicable addresses set forth below or to any other address or addressee as any party entitled to receive Notices under this Guaranty shall designate, from time to time, by Notice given to the other parties in the manner provided in this Subsection 4.8(A). Notices shall be deemed “given:” (i) by personal delivery when received pursuant to Subsection 4.8(B); or (ii) when accepted by an overnight commercial courier pursuant to this Subsection 4.8(A).

If to Tampa Bay Water: Tampa Bay Water c/o General Manager

2535 Landmark Drive, Suite 211 Clearwater, FL 33791-3930

Page 14 of 14

With a copy to: Tampa Bay Water c/o General Counsel 2535 Landmark Drive, Suite 211 Clearwater, FL 33791-3930 If to the Guarantor:

With a copies to: (B) Notices so given by personal delivery shall be presumed to have been received upon tender to the

applicable natural person designated above to receive notices or, in the absence of such a designation, upon tender to the person signing this Guaranty on behalf of the applicable party. Notices so given by facsimile machine transmittal shall be presumed to have been received upon confirmation of successful transmittal by the sender’s facsimile machine. Notices so given by overnight commercial courier shall be presumed to have been received the second Business Day after acceptance by such overnight commercial courier. All copies to the applicable persons or entity(ies) designated above to receive copies shall be given in the same manner as the original Notice, and such giving shall be a prerequisite to the effectiveness of any Notice.

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed in its name and on its behalf by

its duly authorized officer as of the date first above written. ATTEST GUARANTOR By: By: ______________________________________ STATE OF ___________ COUNTY OF _________ The foregoing instrument was acknowledged before me this _____ day of _____________, 20__, by ________________________, a duly authorized officer of ___________________________________. Personally known ______ or ___________________________________ Produced Identification____ Notary Public Type of Identification Produced _________________________ Print Name_______________________ My Commission Expires:______________ Accepted and Agreed to by: TAMPA BAY WATER By: Printed Name:

Title: _____________________

Exh 11-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit 11 - EPCM Designated Subcontractors 11.1 EPCM Designated Subcontractor List Work To Be Performed Name / Address / Phone

Construction Phase- General Terms and Conditions

Lithia Hydrogen Sulfide Removal Facility

Exhibit 12 – General Terms and Conditions

GENERAL TERMS AND CONDITIONS OF THE CONSTRUCTION PHASE AGREEMENT

Construction Phase-General Terms and Conditions

TABLE OF CONTENTS

Page

ARTICLE 1 – DEFINITIONS AND TERMINOLOGY ....................................................................................................................1 1.01 Defined Terms .......................................................................................................................................................................1 1.02 Terminology...........................................................................................................................................................................5

ARTICLE 2 – PRELIMINARY MATTERS......................................................................................................................................5 2.01 Delivery of Bonds ..................................................................................................................................................................5 2.02 Commencement of Contract Times; Notice to Proceed.........................................................................................................5 2.03 Starting the Work...................................................................................................................................................................5 2.04 Before Starting the Work .......................................................................................................................................................5 2.05 Initial Conference...................................................................................................................................................................6 2.06 Initial Acceptance of Schedules .............................................................................................................................................6

ARTICLE 3 – CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE..............................................................................6 3.01 Intent ......................................................................................................................................................................................6 3.02 Reference Standards...............................................................................................................................................................7 3.03 Resolving Discrepancies ........................................................................................................................................................7 3.04 Amending and Supplementing Contract Documents .............................................................................................................7 3.05 Reuse of Documents ..............................................................................................................................................................7 3.06 Electronic Data.......................................................................................................................................................................8

ARTICLE 4 – AVAILABILITY OF LANDS; DIFFERING SITE CONDITIONS; REFERENCE POINTS; HAZARDOUS ENVIRONMENTAL CONDITIONS.................................................................................................................................................8

4.01 Availability of Lands .............................................................................................................................................................8 4.02 Differing Site Conditions .......................................................................................................................................................8 4.03 Reference Points ....................................................................................................................................................................8 4.04 Hazardous Environmental Condition at Site..........................................................................................................................9

ARTICLE 5 – BONDS AND INSURANCE....................................................................................................................................10 5.01 Performance, Payment and Other Bonds .............................................................................................................................10 5.02 Licensed Sureties and Insurers.............................................................................................................................................10 5.03 Certificates of Insurance ......................................................................................................................................................10 5.04 EPCM's Liability Insurance .................................................................................................................................................10 5.05 Owner's Liability Insurance .................................................................................................................................................11 5.06 Property Insurance ...............................................................................................................................................................11

ARTICLE 6 – EPCM'S RESPONSIBILITIES.................................................................................................................................12 6.01 Design Professional Services ...............................................................................................................................................12 6.02 Supervision and Superintendence of Construction ..............................................................................................................13 6.03 Labor, Working Hours .........................................................................................................................................................13 6.04 Services, Materials, and Equipment.....................................................................................................................................13 6.05 Progress Schedule ................................................................................................................................................................13 6.06 Concerning Subcontractors, Suppliers and Others...............................................................................................................13 6.07 Patent Fees and Royalties ....................................................................................................................................................14 6.08 Permits and Approvals .........................................................................................................................................................14 6.09 Laws or Regulations ............................................................................................................................................................14 6.10 Taxes....................................................................................................................................................................................15 6.11 Use of Site and Other Areas.................................................................................................................................................15 6.12 Record Documents...............................................................................................................................................................15 6.13 Safety and Protection ...........................................................................................................................................................16 6.14 Safety Representative...........................................................................................................................................................16 6.15 Hazard Communication Programs .......................................................................................................................................16 6.16 Emergencies.........................................................................................................................................................................16 6.17 Submittals ............................................................................................................................................................................16 6.18 Continuing the Work............................................................................................................................................................17 6.19 Post-Construction Phase ......................................................................................................................................................17 6.20 EPCM's General Warranty and Guarantee...........................................................................................................................17

ARTICLE 7 – OTHER CONSTRUCTION......................................................................................................................................18 7.01 Related Work at Site ............................................................................................................................................................18 7.02 Coordination ........................................................................................................................................................................18

ARTICLE 8 – OWNER'S RESPONSIBILITIES .............................................................................................................................18

Construction Phase-General Terms and Conditions

8.01 General.................................................................................................................................................................................18 8.02 Insurance..............................................................................................................................................................................19 8.03 Limitations on Owner's Responsibilities..............................................................................................................................19 8.04 Undisclosed Hazardous Environmental Condition ..............................................................................................................19 8.05 Resident Project Representation ..........................................................................................................................................19 8.06 Owner's Engineer .................................................................................................................................................................19

ARTICLE 9 – CHANGES IN THE WORK; CLAIMS....................................................................................................................20 9.01 Authorized Changes in the Work.........................................................................................................................................20 9.02 Unauthorized Changes in the Work .....................................................................................................................................20 9.03 Claims ..................................................................................................................................................................................20 9.04 Execution of Change Orders ................................................................................................................................................20

ARTICLE 10 – COST OF THE WORK; CASH ALLOWANCES; UNIT PRICE WORK.............................................................20 10.01 Cost of the Work................................................................................................................................................................20 10.02 Cash Allowances................................................................................................................................................................22 10.03 Unit Prices..........................................................................................................................................................................23

ARTICLE 11 – CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIMES ...........................................................23 11.01 Change of Contract Price ...................................................................................................................................................23 11.02 Change of Contract Times .................................................................................................................................................23

ARTICLE 12 – TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE CONSTRUCTION............................................................................................................................................................................24

12.01 Notice of Defects ...............................................................................................................................................................24 12.02 Access to Construction.......................................................................................................................................................24 12.03 Tests and Inspections .........................................................................................................................................................24 12.04 Uncovering Construction ...................................................................................................................................................24 12.05 Owner May Stop Construction...........................................................................................................................................25 12.06 Correction or Removal of Defective Construction.............................................................................................................25 12.07 Correction Period ...............................................................................................................................................................25 12.08 Acceptance of Defective Construction...............................................................................................................................25 12.09 Owner May Correct Defective Construction .....................................................................................................................26

ARTICLE 13 – PAYMENTS TO EPCM AND COMPLETION.....................................................................................................26 13.01 Schedule of Values ............................................................................................................................................................26 13.02 Application for Progress Payment .....................................................................................................................................26 13.03 Progress Payments .............................................................................................................................................................27 13.04 EPCM's Warranty of Title..................................................................................................................................................27 13.05 Substantial Completion ......................................................................................................................................................27 13.06 Partial Utilization ...............................................................................................................................................................28 13.07 Final Inspection..................................................................................................................................................................28 13.08 Final Payment ....................................................................................................................................................................28 13.09 Final Completion Delayed .................................................................................................................................................29 13.10 Waiver of Claims ...............................................................................................................................................................29 13.11 Wages Rates and Other Factual Costs................................................................................................................................29

ARTICLE 14 –SUSPENSION OF WORK AND TERMINATION ................................................................................................29 14.01 Owner May Suspend Work................................................................................................................................................29 14.02 Owner May Terminate for Cause.......................................................................................................................................29 14.03 Owner May Terminate for Convenience............................................................................................................................30

ARTICLE 15 – DISPUTE RESOLUTION ......................................................................................................................................30 ARTICLE 16 – MISCELLANEOUS ...............................................................................................................................................30

16.01 Giving Notice.....................................................................................................................................................................30 16.02 Computation of Times .......................................................................................................................................................30 16.03 Cumulative Remedies ........................................................................................................................................................31 16.04 Survival of Obligations ......................................................................................................................................................31

Construction Phase –General Terms and Conditions

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STANDARD GENERAL TERMS AND CONDITIONS OF THE CONTRACT BETWEEN

OWNER AND EPCM

ARTICLE 1 – DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms

A. Wherever used in the Contract Documents and printed with initial or all capital letters, the following terms have the meanings indicated which are applicable to both the singular and plural thereof:

1. Addenda – Written or graphic instruments issued prior to the opening of Proposals which clarify, correct or change

the Request for Proposals or the Contract Documents. 2. Agreement – This Construction Phase Services Agreement, with Exhibits, which is evidence of the agreement

between Owner and EPCM covering Construction Phase Services, the “Work”.

3. Application for Payment – The form which is to be used by EPCM in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents.

4. Asbestos – Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers

into the air above current action levels established by the United States Occupational Safety and Health Administration.

5. Bonds – Performance and Payment bonds. 6. Categories of Charges – The major elements or portions of the GMP, as identified in Exhibits 3 and 16, which

when totaled equal the GMP.

7. Change Order – A written order which is signed by EPCM and Owner which authorizes an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Agreement.

8. Claim – A demand or assertion by Owner or EPCM seeking an adjustment of Contract Price or Contract Times, or

both, or other relief with respect to the terms of the Contract. A demand for money or services by a third party is not a claim.

9. Construction – The result of performing or furnishing of labor, the furnishing and incorporating of materials and equipment into the Work and the furnishing of services (other than Design Professional Services) and documents, all as required by the Contract Documents.

10. Construction Phase –The Scope of Work, Exhibit 1, that has to be performed for a Guaranteed Maximum Price

following the completion of the Design Phase and covered by this Agreement.

11. Construction Phase Services Agreement – This written Agreement between the Owner and EPCM which details the Work to be undertaken during the Construction Phase.

12. Construction Subagreement – A written agreement between EPCM and a construction Subcontractor for provision of Construction.

13. Contract – This Agreement, including all Exhibits hereto. The Contract supersedes prior negotiations,

representations, or agreements, whether written or oral.

14. Contract Documents – Those items so designated in Article 9 of the Agreement.

Construction Phase –General Terms and Conditions

2

15. Contract Price – The monies payable by Owner to EPCM for completion of the Work, including the Guaranteed Maximum Price, in accordance with the Contract Documents, less any unearned owner’s allowance.

16. Contract Times – The numbers of days or the dates stated in the Agreement to (i) achieve Contract Times

(Milestones), including Substantial Completion, and (ii) complete the Work so that it is ready for final payment in accordance with paragraph 13.08.

17. Design Package – The drawings and specifications and/or other graphic or written materials, criteria and

information concerning Owner's requirements for the Project, such as design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, which show or describe the character and scope of, or relate to, the Work to be performed or furnished, presented in Exhibit 2, and which forms the basis of the EPCM Guaranteed Maximum Price Proposal.

18. Design Phase – The Scope of Work undertaken under the Design Phase Services Agreement between the Owner

and EPCM. 19. Design Subagreement – A written agreement between EPCM and a design professional for provision of Design

Professional Services. 20. Design Professional Services – Services related to the preparation of Drawings, Specifications, and other design

submittals specified by the Contract Documents and required to be performed by licensed design professionals, as well as other services provided by or for licensed design professionals during Bidding/Negotiating, Construction, or Operational phases.

21. Drawings – Those portions of the Contract Documents prepared by or for EPCM and requiring review or approval

by Owner or Owner’s Engineer consisting of drawings, diagrams, illustrations, schedules and other data which show the scope, extent, and character of the Work

22. EPCM – The entity with whom Owner has entered into this Construction Phase Services Agreement. 23. Effective Date of the Agreement – The date indicated in the Agreement on which it becomes effective, but if no

such date is indicated it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver.

24. Field Order – A written order issued by Owner which orders minor changes in the Work but which does not

involve a change in the Contract Price or the Contract Times. 25. Guaranteed Maximum Price – A component of the Contract Price addressed in paragraph 5.02 of the Agreement

which cannot be exceeded other than for conditions detailed in the Agreement and which is set forth in Exhibit 3. 26. Hazardous Environmental Condition – The presence at the Site of Asbestos, Hazardous Waste, PCB's, Petroleum

Products or Radioactive Materials in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto on connection with the Work.

27. Hazardous Waste – The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste

Disposal Act (42 USC Section 6903) as amended from time to time. 28. Laws or Regulations – Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all

governmental bodies, agencies, authorities and courts having jurisdiction. 29. Liens – Charges, security interests or encumbrances upon real property or personal property. 30. Milestone – A principal event specified in the Project Schedule relating to an intermediate completion date or time

prior to Substantial Completion of all the Work. 31. Notice of Award – The written notice by Owner to the EPCM stating that upon compliance by the EPCM with the

conditions precedent included therein, within the time specified, Owner will sign and deliver the Agreement.

Construction Phase –General Terms and Conditions

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32. Notice to Proceed – A written notice given by Owner to EPCM fixing the date on which the Contract Times will commence to run and on which EPCM shall start to perform the Work.

33. Owner – Tampa Bay Water, A Regional Water Supply Authority. 34. Owner's Consultant – An individual or entity with whom the Owner may contract to furnish services to Owner with

respect to the Project, including the Owner’s Engineer. 35. Owner’s Direct Purchase Program – The sales tax savings program available to Owner as a governmental agency

purchasing directly materials and supplies used in the Project. 36. Owner's Engineer – Carollo Engineers, PC, the entity with whom the Owner has contracted to furnish services to

Owner with respect to the Project and who is identified as such in the Agreement 37. Partial Utilization – Use by Owner of a substantially completed part of the Work for the purpose for which it is

intended (or a related purpose) prior to Substantial Completion of all the Work. 38. PCBs – Polychlorinated biphenyls. 39. Petroleum – Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of

temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non-Hazardous Wastes and crude oils.

40. Project – The total construction of which the Work to be provided under the Contract Documents may be the

whole, or a part as indicated elsewhere in the Contract Documents. 41. Proposal – The documents submitted by EPCM setting forth the Guaranteed Maximum Price and other conditions

for the Work to be performed during the Construction Phase. 42. Radioactive Material – Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954

(42 USC Section 2011 et seq.) as amended from time to time. 43. Resident Project Representative – An authorized representative of Owner who may be assigned to the Site or any

part thereof. 44. Schedule of Values – A schedule prepared by EPCM and acceptable to Owner, set forth as part of Exhibit 9,

indicating that portion of the Contract Price to be paid for each major component of the Work, the sum of which is the Guaranteed Maximum Price

45. Site – Lands or other areas designated in the Contract Documents as being furnished by Owner upon which

Construction is to be performed, including rights-of-way and easements for access thereto, and such other lands furnished by Owner which are designated for use of EPCM.

46. Specifications – The part of the Contract Documents prepared by or for EPCM and requiring review or approval by

Owner or Owner’s Engineer consisting of written technical descriptions of materials, equipment, construction systems, standards and workmanship as applied to the Work and certain administrative details applicable thereto.

47. Subcontractor – An individual or entity other than a Supplier having a direct contract with EPCM or with any other

Subcontractor for the performance of a part of the Work. 48. Submittal – A written or graphic document prepared by or for EPCM which is required by the Contract Documents

to be submitted to Owner by EPCM. Submittals may include Drawings, Specifications, progress schedules, shop drawings, samples, cash flow projections, and Schedules of Values. Submittals other than Drawings and Specifications are not Contract Documents.

49. Substantial Completion – The time at which the Work (or a specified part) has progressed to the point where it is

sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part) can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof.

Construction Phase –General Terms and Conditions

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50. Supplementary Conditions – The part of the Contract Documents which amends or supplements these General

Conditions, included as Exhibit 13 hereto. 51. Supplier – A manufacturer, fabricator, supplier, distributor, materialman or vendor having a direct contract with

EPCM or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by EPCM or any Subcontractor.

52. Uncontrollable Circumstance means any act, event or condition affecting the Project, EPCM or Owner to the extent

that it materially and adversely affects: (i) the ability of either party to perform any obligation hereunder (except for payment obligations); or (ii) the cost of such party’s performance, if such act, event or condition is beyond the reasonable control and is not also the result of the willful or negligent act, error or omission or failure to exercise reasonable diligence on the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under this Agreement;

1) Inclusions. Subject to the foregoing, such acts or events include the following:

(a) an act of God, hurricane, landslide, lightning, earthquake, fire, flood, plague, tornadoes, (but not including reasonably anticipated weather conditions for the geographic area of the Site), explosion, sabotage or similar occurrence, acts of a public enemy, extortion, war, blockade or insurrection, riot or civil disturbance;

(b) a Change in Law; (c) the failure of any appropriate Governmental Body or private utility having operational jurisdiction in the

area in which the Project is located to provide and maintain Utilities to the Site which are required for Design Phase Services;

(d) any failure of title to the Site or any enforcement of any Encumbrance on the Site or on any improvements thereon not consented to in writing by, or arising out of any action or agreement entered into by, the party adversely affected thereby;

(e) the preemption of materials or services by a Governmental Body in connection with a public emergency or any condemnation or other taking by eminent domain of any portion of the Facility or Site;

(f) the presence at the Site of (i) subsurface structures, materials or conditions having archaeological significance; (ii) any habitat of endangered or similarly protected species;(iii) functioning subsurface structures at the Site (to the extent not identified by Owner to EPCM); (iv) subsurface conditions of which EPCM, through the exercise of reasonable diligence, could not reasonably be expected to have notice; and (v) the presence of Hazardous Environmental Conditions not caused by or due to fault of the EPCM.

(h) strikes by an organized union of the EPCM’s Subcontractors; (i) the failure of Owner to obtain any Permit or Approval which is Owner’s responsibility to obtain, on or prior to the dates set forth in the Project Schedule.

(2) Exclusions. It is specifically understood that none of the following acts or conditions shall constitute Uncontrollable Circumstances:

(a) general economic conditions, interest or inflation rates, or currency fluctuations or exchange rates; (b) changes in the financial condition of Owner, EPCM or any Subcontractor affecting the ability to perform

their respective obligations; (c) the consequences of error, neglect or omissions by the parties and any Subcontractor in the performance

of any Work or responsibilities under this Agreement; (d) any increase for any reason in premiums charged by the EPCM's insurers or the insurance markets

generally for the required Insurance; (e) the failure of EPCM to secure any patents or licenses in connection with the technology necessary to

perform its obligations hereunder; (f) the failure of any Subcontractor or supplier to furnish labor, materials, services or equipment for any

reason other than for acts or events specifically included herein as Uncontrollable Circumstances; (g) equipment failure except when due to acts or events specifically enumerated herein as Uncontrollable

Circumstances; or (h) any Change in Law with respect to the issuance of any Permit or Approval, the enactment of any statute,

or the promulgation of any regulation affecting the standards or requirements of performance, the terms and conditions of which do not impose more stringent or burdensome requirements on the Project or EPCM than in effect on the Effective Date of the Agreement.

53 Unit Price Work – Work to be paid for on the basis of unit prices.

Construction Phase –General Terms and Conditions

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54. Work – The entire construction or the various separately identifiable parts thereof required to be performed or furnished under the Contract Documents. Work includes and is the result of performing or furnishing Construction Phase Services required by the Contract Documents. The term Work is synonymous with Construction Phase Services.

55. Work Change Directive – A written directive to EPCM, issued on or after the Effective Date of the Agreement and

signed by Owner or Owner’s Engineer ordering an addition, deletion or revision in the Work, or responding to differing site conditions under which the Work is to be performed or to emergencies. A Work Change Directive will not change the Contract Price or the Contract Times, but is evidence that the parties expect that the change directed or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times.

1.02 Terminology

A. Intent of Certain Terms or Adjectives:

1. The word "day" shall constitute a calendar day of 24 hours measured from midnight to the next midnight. 2. The word "defective," when modifying the word "Construction" refers to Construction that is unsatisfactory, faulty,

or deficient in that it does not conform to the Contract Documents, or does not meet the requirements of any inspection, reference standard, test or approval referred to in the Contract Documents, or has been damaged prior to Owner's final payment (unless responsibility for the protection thereof has been assumed by Owner at Substantial Completion) provided that the defect was not caused by Owner.

3. The word "furnish," when used in connection with services, materials, or equipment, shall mean to supply and

deliver said services, materials or equipment to the Site (or some other specified location) ready for use or installation and in usable or operable condition.

4. The word "install," when used in connection with services, materials, or equipment, shall mean to put into use or

place in final position said services, materials or equipment or equipment complete and ready for intended use. 5. The words "perform" or "provide" when used in connection with services, materials, or equipment, shall mean to

furnish and install said services, materials, or equipment complete and ready for intended use. 6. When "furnish," "install," "perform," or "provide" is not used in connection with services, materials, or equipment

in a context clearly requiring an obligation of EPCM, "provide" is implied. 7. Unless stated otherwise in the Contract Documents, words or phrases which have a well-known technical or

construction industry or trade meaning are used in the Contract Documents in accordance with that meaning.

ARTICLE 2 – PRELIMINARY MATTERS 2.01 Delivery of Bonds

A. When EPCM delivers the executed Agreement to Owner, EPCM shall also deliver to Owner such Bonds as are required in the Contract Documents, set forth in Exhibit 10, in accordance with paragraph 5.01.A. 2.02 Commencement of Contract Times; Notice to Proceed

A. The Contract Times will commence to run on the Effective Date of the Agreement, or, if a Notice to Proceed is given, on the day indicated in the Notice to Proceed. A Notice to Proceed may be given at any time within thirty days after the Effective Date of the Agreement. 2.03 Starting the Work

A. EPCM shall start to perform the Work on the date when the Contract commences to run. No Work shall be done at the Site prior to the date on which the Contract commences to run.

Construction Phase –General Terms and Conditions

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2.04 Before Starting the Work

A. EPCM's Review of Contract Documents: Before undertaking each part of the Work, EPCM shall carefully study and compare those Contract Documents prepared by Owner and check and verify pertinent figures therein and all applicable field measurements. EPCM shall promptly report in writing to Owner any conflict, error, ambiguity, or discrepancy which EPCM may discover and shall obtain a written interpretation or clarification from Owner before proceeding with any Work affected thereby; however, EPCM shall not be liable to Owner for failure to report any conflict, error, ambiguity, or discrepancy in the Contract Documents unless EPCM knew or reasonably should have known thereof.

B. Preliminary Progress Schedule and Submittals: Within 10 days after commencement of the Contract Times (unless otherwise specified in the Contract Documents), EPCM shall submit the following to Owner for its timely review:

1. A preliminary progress schedule indicating the times (numbers of days or dates) for starting and completing the various stages of the Work, including any Milestones specified in the Contract Documents;

2. A preliminary schedule of Submittals which will list each required Submittal and the times for submitting,

reviewing and processing each Submittal; and 3. A cash flow projection estimating that portion of the Contract Price to be due during each month of performance.

C. Evidence of Insurance: Before any Work at the Site is started, EPCM and Owner shall each deliver to the other,

certificates of insurance as required by paragraph 5.03 which EPCM and Owner respectively are required to purchase and maintain in accordance with Article 5. 2.05 Initial Conference

A. Within twenty days after the Contract Times start to run, EPCM will arrange a conference attended by Owner, Owner’s Engineer, EPCM and others as appropriate to establish a working understanding among the parties as to the Work and to discuss the design concepts, schedules referred to in paragraph 2.04.B, procedures for handling Submittals, processing Applications for Payment, maintaining required records, items required pursuant to paragraph 8.01.A.6, and other matters. 2.06 Initial Acceptance of Schedules

A. At least ten days before submission of the first Application for Payment (unless otherwise provided in the Contract Documents), EPCM will arrange a conference with Owner and others as appropriate to review for acceptability the schedules submitted in accordance with paragraph 2.04.B. No progress payment shall be made to EPCM until the acceptable schedules are submitted to Owner.

1. The progress schedule will be acceptable to Owner if it provides an orderly progression of the Work to completion within any specified Milestones and the Contract Times. Such acceptance will not impose on Owner responsibility for the progress schedule, for sequencing, scheduling or progress of the Work nor interfere with nor relieve EPCM from EPCM's full responsibility therefore.

2. EPCM's schedule of Submittals will be acceptable to Owner if it provides a workable arrangement for reviewing

and processing the required Submittals. ARTICLE 3 – CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE 3.01 Intent

A. The Contract Documents are complementary; what is called for by one is as binding as if called for by all.

B. It is the intent of the Contract Documents to describe a functionally complete Project (or part thereof) to be designed and constructed in accordance with the Contract Documents. Any labor, documentation, services, materials, or equipment that may reasonably be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the intended result will be furnished and performed whether or not specifically called for at no additional cost to Owner.

Construction Phase –General Terms and Conditions

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3.02 Reference Standards

A. Standards, Specifications, Codes, Laws or Regulations.

1. Reference to standards, specifications, manuals or codes of any technical society, organization or association, or to Laws or Regulations, whether such reference be specific or by implication, shall mean the standard, specification, manual, code, or Laws or Regulations in effect on the Effective Date of the Agreement except as may be otherwise specifically stated in the Contract Documents.

2. No provision of any such standard, specification, manual, code, or instruction of a Supplier shall be effective to

change the duties and responsibilities of Owner, EPCM, or any of their subcontractors, consultants, agents, or employees from those set forth in the Contract Documents, nor shall it be effective to assign to Owner any duty or authority to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of the Contract Documents.

3.03 Resolving Discrepancies

A. In the event of a discrepancy between the Contract Documents on the one hand and the Drawings or Specifications on the other hand, the Contract Documents will control except when Owner has approved a Submittal pursuant to paragraph 6.17.

B. Except as otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions of the Contract Documents and:

1. The provisions of any such standard, specification, manual, code, or instruction (whether or not specifically incorporated by reference in the Contract Documents); or

2. The provisions of any such Laws or Regulations applicable to the performance of the Work (unless such an

interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation). 3.04 Amending and Supplementing Contract Documents

A. The Contract Documents may be amended to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof in one or more of the following ways:

1. Owner's approval of required Submittals (pursuant to paragraph 6.17); 2. A Work Change Directive; 3. A Change Order; 4. A Field Order.

3.05 Reuse of Documents

A. All documents including Drawings, Specifications and the GMP Proposal with all supporting documents prepared or

furnished by EPCM pursuant to this Agreement are the property of Owner and a public record unless a specific exemption applies. If EPCM claims ownership of any preexisting information, program or specifications, or that any such Document is proprietary or protected by trade secret or otherwise, EPCM has the burden to establish the basis of any such protection, but until judicially declared otherwise, Owner shall have all rights of ownership and use of such Documents. Owner has an ownership and property interest therein whether or not the Project is completed. Owner may reuse such documents for whatever purpose Owner feels necessary, but EPCM does not warrant or represent their suitability for any other project. EPCM has the right to make and retain copies for information and reference in connection with the use and occupancy of the Project. Owner acknowledges that EPCM does not intend or represent that such documents are suitable for reuse by Owner or others on and other project but may be relied upon by Owner for extensions of this Project.

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3.06 Electronic Data

A. Copies of data furnished by Owner to EPCM or EPCM to Owner that may be relied upon are limited to the printed copies (also known as hard copies). Files in electronic media format of text, data, graphics, or other types are furnished only for the convenience of the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern.

B. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any errors detected within the 60-day acceptance period will be corrected by the transferring party.

C. When transferring documents in electronic media format, the transferring party makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the data’s creator. ARTICLE 4 – AVAILABILITY OF LANDS; DIFFERING SITE CONDITIONS; REFERENCE POINTS; HAZARDOUS ENVIRONMENTAL CONDITIONS 4.01 Availability of Lands

A. Owner shall furnish the Site. Owner shall notify EPCM of any encumbrances or restrictions not of general application but specifically related to use of the Site which EPCM will have to comply in performing the Work. Unless otherwise provided in the Contract Documents, Owner will obtain in a timely manner and pay for easements for permanent structures or permanent changes in existing facilities. If EPCM and Owner are unable to agree on entitlement to or the amount or extent of any adjustments in the Contract Price or the Contract Times as a result of any delay in Owner's furnishing the Site, EPCM may make a Claim therefore as provided in Article 9.

B. Upon reasonable written request, Owner shall furnish EPCM with a current statement of record legal title and legal description of the lands upon which the Construction is to be performed and Owner's interest therein as necessary for giving notice of or filing a mechanic's lien against such lands in accordance with applicable Laws or Regulations.

C. EPCM shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment. 4.02 Differing Site Conditions

A. EPCM shall promptly, and before the conditions are disturbed, give a written notice to Owner of (i) subsurface or latent physical conditions at the Site which differ materially from those indicated in the Contract Documents, or (ii) unknown physical conditions at the Site, of an unusual nature, which differ materially from those ordinarily encountered and generally recognized as inhering in work of the character called for by the Contract Documents.

B. Owner will investigate the Site conditions promptly after receiving the notice. If the conditions do materially so differ and cause an increase or decrease in the EPCM's cost of, or the time required for, performing any part of the Work, whether or not changed as a result of the conditions, an equitable adjustment shall be made under this clause and the Contract Times modified in writing by Change Order in accordance with Article 9.

C. No request by EPCM for an equitable adjustment under paragraph 4.02B shall be allowed unless EPCM has given the written notice required; provided that the time prescribed in 9.03.A for giving written notice may be extended by Owner.

D. The provisions of this paragraph 4.02 are not intended to apply to a Hazardous Environmental Condition uncovered or revealed at the Site. 4.03 Reference Points

A. EPCM shall be responsible for laying out the Work and shall protect and preserve any reference points and property monuments that may be established by Owner, and shall make no changes or relocations without the prior written approval of

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Owner. EPCM shall report to Owner whenever any reference point or property monument is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be responsible for the accurate replacement or relocation of such reference points or property monuments by professionally qualified personnel. 4.04 Hazardous Environmental Condition at Site

A. EPCM will not be responsible for any Hazardous Environmental Condition encountered at the Site which was not identified in the Contract Documents to be within the scope of the Work. EPCM shall be responsible for materials creating a Hazardous Environmental Condition created by any materials brought to the Site by EPCM, Subcontractors, Suppliers or anyone else for whom EPCM is responsible.

B. If EPCM encounters a Hazardous Environmental Condition, EPCM shall immediately: (i) secure or otherwise isolate such condition; (ii) stop all Construction in connection with such condition and in any area affected thereby (except in an emergency as required by paragraph 6.16); and (iii) notify Owner (and thereafter confirm such notice in writing). Owner shall promptly determine the necessity of retaining a qualified expert to evaluate such condition or take corrective action, if any.

C. EPCM shall not be required to resume Construction in connection with such Hazardous Environmental Condition or in any such affected area until after Owner has obtained any required permits related thereto and delivered to EPCM written notice (i) specifying that such condition and any affected area is or has been rendered safe for the resumption of Construction, or (ii) specifying any special conditions under which such Construction may be resumed safely. If Owner and EPCM cannot agree as to entitlement to or the amount or extent of an adjustment, if any, in Contract Times as a result of such Construction stoppage or such special conditions under which Construction is agreed to be resumed by EPCM, either party may make a Claim therefore as provided in Article 9.

D. If after receipt of such special written notice EPCM does not agree to resume Construction based on a reasonable belief it is unsafe, or does not agree to resume such Construction under such special conditions, then Owner may order such portion of the Work that is related to such Hazardous Environmental Condition to be deleted from the Work. If Owner and EPCM cannot agree as to entitlement to or the amount or extent of an adjustment, if any, in Contract Times as a result of deleting such portion of the Work, then either party may make a Claim therefore as provided in Article 9. Owner may have such deleted portion of the Work performed by Owner's own forces or others in accordance with Article 7.

E. To the fullest extent permitted by Laws or Regulations and without waiving the limitation of Section 768.28, Florida Statutes, Owner shall indemnify and hold harmless EPCM, Subcontractors, Suppliers and the officers, directors, partners, employees, agents, other consultants and subcontractors of each and any of them from and against all claims, costs, losses and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs) arising out of or resulting from such Hazardous Environmental Condition, provided that such Hazardous Environmental Condition: (i) was not shown or indicated in the Contract Documents to be included in the Scope of the Work, and (ii) was not created by EPCM or by anyone for whom EPCM is responsible. Nothing in this paragraph 4.04.E shall obligate Owner to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence, recklessness or intentionally wrongful conduct.

F. EPCM shall indemnify and hold harmless Owner, Owner's Engineer and the officers, directors, partners, employees, agents, other consultants and subcontractors of each and any of them from and against all claims, costs, losses and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs) arising out of or resulting from such Hazardous Environmental Condition created by EPCM or anyone for whom EPCM is responsible. Nothing in this paragraph 4.04.F shall obligate EPCM to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence, recklessness or intentionally wrongful conduct.

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ARTICLE 5 – BONDS AND INSURANCE 5.01 Performance, Payment and Other Bonds

A. EPCM shall furnish performance and payment Bonds, each in an amount at least equal to the GMP as security for the faithful performance and payment of all EPCM's obligations to furnish, provide and pay for Work and related materials under the Contract Documents. These Bonds shall remain in effect at least until one year after the date when final payment becomes due, except as provided otherwise by Laws or Regulations or by the Contract Documents.

B. All Bonds shall be in the form set forth in Exhibit 10 hereto, and shall be executed by such sureties as are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 by the Audit Staff, Bureau of Government Financial Operations, U.S. Department of the Treasury. All Bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act.

C. If the surety on any Bond furnished by EPCM is declared a bankrupt or becomes insolvent or its right to do business is terminated in the State of Florida or it ceases to meet the requirements of paragraph 5.01.B and 5.02, EPCM shall within twenty days thereafter substitute another Bond and surety, both of which shall comply with the requirements of paragraphs 5.01.B and 5.02. 5.02 Licensed Sureties and Insurers

A. All Bonds and insurance required by the Contract Documents to be purchased and maintained by Owner or EPCM shall be obtained from surety or insurance companies that are duly licensed or authorized in the State of Florida to issue Bonds or insurance policies for the limits and coverages so required, or as otherwise authorized by Florida law for professional liability insurance. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be provided in the Supplemental Conditions. Owner may consider established self-insurance programs which Owner, in its sole discretion, determines provide equal or better security and coverage as an alternative to coverage provided by private insurance companies. 5.03 Certificates of Insurance

A. EPCM shall deliver to Owner, with copies to each additional insured, certificates of insurance (and other evidence of insurance requested by Owner or any other additional insured) which EPCM is required to purchase and maintain. 5.04 EPCM's Liability Insurance

A. EPCM shall purchase and maintain such liability and other insurance as specified in Exhibit 10 for the Work being performed and as will provide protection from claims set forth below which may arise out of or result from EPCM's performance of the Work and EPCM's other obligations under the Contract Documents, whether it is to be performed by EPCM, any Subcontractor or Supplier or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable:

1. Claims under workers' compensation, disability benefits and other similar employee benefit acts; 2. Claims for damages because of bodily injury, occupational sickness or disease, or death of EPCM's employees; 3. Claims for damages because of bodily injury, sickness or disease, or death of any person other than EPCM's

employees; 4. Claims for damages insured by reasonably available personal injury liability coverage which are sustained by any

person as a result of an offense directly or indirectly related to the employment of such person by EPCM;

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5. Claims for damages including environmental damage, other than to the Work itself, because of injury to or destruction of tangible real and personal property wherever located, including loss of use resulting therefrom; and

6. Claims for damages because of bodily injury or death of any person or property damage arising out of the

ownership, maintenance or use of any motor vehicle.

B. The policies of insurance required by paragraph 5.04.A and Exhibit 10 shall:

1. Except for professional liability and worker’s compensation, include as additional insureds Owner and Owner's Engineer and any other Consultant, all of whom shall be listed as additional insureds, and include coverage for the respective officers, directors, partners, and employees, agents, and other consultants and subcontractors of each and any of all such additional insureds, and the insurance afforded to these additional insureds shall provide primary coverage for all claims covered thereby;

2. Include at least the specific coverages and be written for not less than the limits of liability provided in the Exhibit

10 or required by Laws or Regulations, whichever is greater; 3. Include completed operations insurance; 4. Include contractual liability insurance covering EPCM's indemnity obligations under the Agreement; 5. Contain a provision or endorsement that the coverage afforded will not be canceled, materially changed or renewal

refused until at least thirty days' prior written notice has been given to Owner and each other additional insured indicated in the Supplementary Conditions to whom a certificate of insurance has been issued (and the certificates of insurance furnished by the EPCM pursuant to paragraph 5.03 will so provide);

6. Remain in effect at least until final payment and at all times thereafter when EPCM may be correcting, removing or

replacing defective Construction in accordance with paragraphs 12.06 and 12.07; and 7. With respect to completed operations insurance, and any other insurance coverage written on a claims-made basis,

remain in effect for at least two years after final payment (and EPCM shall furnish Owner and each other additional insured indicated in Exhibit 10 to whom a certificate of insurance has been issued evidence satisfactory to Owner and any such additional insured of continuation of such insurance at final payment and one year thereafter).

5.05 Owner's Liability Insurance

A. In addition to the insurance required to be provided by EPCM under paragraph 5.04, Owner, at Owner's option, may purchase and maintain at Owner's expense Owner's own liability insurance as will protect Owner against claims which may arise from operations under the Contract Documents. 5.06 Property Insurance

A. Unless otherwise provided in Exhibit 10, Owner may purchase and maintain property insurance upon the Construction at the Site in the amount of the full replacement cost thereof (subject to such deductible amounts as may be provided in Exhibit 10 or the Supplemental Conditions or required by Laws or Regulations). This insurance may:

1. Include the interests of Owner, Owner's Engineer, EPCM, Subcontractors, and any other individuals or entities indicated in Exhibit 10, and the officers, directors, partners, employees, agents, and other consultants and subcontractors of each and any of them, each of whom is deemed to have an insurable interest and shall be listed as an insured or additional insured;

2. Be written on a Builder's Risk "all-risk" or open peril or special causes of loss policy form that shall at least include

insurance for physical loss and damage to the Construction, temporary buildings, falsework and all materials and equipment in transit, and shall insure against at least the following perils or causes of loss: fire, lightning, extended coverage, theft, vandalism and malicious mischief, earthquake, collapse, debris removal, demolition occasioned by enforcement of Laws or Regulations, water damage, and such other perils or causes of loss as may be specifically required by the Supplementary Conditions;

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3. Include expenses incurred in the repair or replacement of any insured property (including but not limited to fees and charges of engineers and architects);

4. Cover materials and equipment stored at the Site or at another location that was agreed to in writing by Owner prior

to being incorporated in the Construction, provided that such materials and equipment have been included in an Application for Payment approved by Owner;

5. Allow partial utilization in accordance with paragraph 13.06; 6. Include testing and startup; and 7. Be maintained in effect until final payment is made unless otherwise agreed to in writing by Owner and EPCM

with thirty days' written notice to each other additional insured to whom a certificate of insurance has been issued.

B. Owner shall purchase and maintain such boiler and machinery insurance or additional property insurance as may be required by Exhibit 10 or Laws or Regulations.

C. Owner shall not be responsible for purchasing and maintaining any property insurance to protect the interests of EPCM, Subcontractors, Suppliers, or others in the Work to the extent of any deductible amounts. The risk of loss within such identified deductible amount, will be borne by EPCM, Subcontractor or others suffering any such loss and if any of them wishes property insurance coverage within the limits of such amounts, each may purchase and maintain it at the purchaser's own expense.

D. If EPCM requests in writing that other special insurance be included in the property insurance policies provided under paragraph 5.06, Owner shall, if possible, include such insurance, and the cost thereof will be charged to EPCM by appropriate Change Order. Prior to commencement of the Work at the Site, Owner shall in writing advise EPCM whether or not such other insurance has been procured by Owner. ARTICLE 6 – EPCM'S RESPONSIBILITIES 6.01 Design Professional Services

A. Standard of Care. EPCM shall perform and complete Design Professional Services in a timely manner and in accordance with the standard of care, skill, and diligence customarily provided by professionals with expertise and experience in the type of Design Professional Services to be provided hereunder, and in accordance with sound professional principles and practices applicable under similar conditions at the same time and locality of the Project. EPCM acknowledges that it has represented to Owner that EPCM has expertise and experience in the type of services to be rendered hereunder and that such representation was a material inducement to Owner to enter into this Agreement with EPCM.

B. Final Design Phase. EPCM shall:

1. On the basis of the Design Package set forth in Exhibit 2, prepare final Drawings showing the scope, extent, and character of the Construction to be performed and furnished by EPCM and Specifications (which will be prepared, where appropriate, in general conformance with the sixteen division format of the Construction Specifications Institute);

2. Provide technical criteria, written descriptions and design data required for obtaining approvals of such

governmental authorities as have jurisdiction to review or approve the final design of the Project, and assist Owner in consultations with appropriate authorities;

3. Furnish the above documents, Drawings, and Specifications to and review them with Owner within the times

indicated in Exhibits 1 and 8 of the Agreement; and 4. Identify any deviations from other Contract Documents in accordance with paragraph 6.17.B.

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6.02 Supervision and Superintendence of Construction

A. EPCM shall supervise, inspect and manage the Construction competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to provide the Construction in accordance with the Contract Documents. EPCM shall be solely responsible for the means, methods, techniques, sequences and procedures of Construction. EPCM shall be responsible to see that the completed Construction complies accurately with the Contract Documents and shall keep Owner advised as to the quality and progress of the Construction.

B. At all times during the progress of Construction, the EPCM shall assign a competent resident superintendent thereto, who shall not be replaced without written notice to Owner except under extraordinary circumstances. The superintendent will be EPCM's representative at the Site and shall have authority to act on behalf of EPCM. All communications given to or received from the superintendent shall be binding on EPCM. 6.03 Labor, Working Hours

A. EPCM shall provide competent, suitably qualified personnel to perform the Work as required by the Contract Documents. EPCM shall at all times maintain good discipline and order at the Site.

B. Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto, and except as otherwise indicated in the Contract Documents, all Construction at the Site shall be performed during regular working hours, and EPCM will not permit overtime work or the performance of Construction on Saturday, Sunday or any legal holiday without Owner's written consent, which will not be unreasonably withheld. 6.04 Services, Materials, and Equipment

A. Unless otherwise specified in the Contract Documents, EPCM shall furnish or cause to be furnished and assume full responsibility for materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the Work.

B. All materials and equipment incorporated into the Work shall be of good quality and new, except as otherwise provided in the Contract Documents. All warranties and guarantees provided for the Work or specifically called for by the Contract Documents shall expressly run to the benefit of Owner. If reasonably required by Owner, EPCM shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment. All materials and equipment shall be applied, installed, connected, erected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as otherwise provided in the Contract Documents. 6.05 Progress Schedule

A. EPCM shall adhere to the progress schedule which conforms to and is consistent with the Project Schedule, Exhibit 8, established in accordance with paragraph 2.06.A as it may be adjusted from time to time as provided below:

1. EPCM shall submit to Owner for acceptance proposed adjustments in the progress schedule that will not change the Contract Times (or Milestones). Such adjustments will conform generally to the progress schedule then in effect.

2. Proposed adjustments in the progress schedule that will change the Contract Times (or Milestones) shall be

submitted in accordance with the requirements of Article 11.02. Such adjustments may only be made by a Change Order or . 6.06 Concerning Subcontractors, Suppliers, and Others

A EPCM may engage Subcontractors identified in Exhibit 11, or as otherwise approved by Owner, but shall not employ any Subcontractor, Supplier, or other individual or entity against whom Owner may have reasonable objection. EPCM shall not be required to employ any Subcontractor, Supplier or other individual or entity to furnish or perform any of the Work against whom EPCM has reasonable objection.

B. EPCM shall be fully responsible to Owner for all acts and omissions of the Subcontractors, Suppliers and other individuals or entities performing or furnishing any of the Work just as EPCM is responsible for EPCM's own acts and omissions. Nothing in the Contract Documents shall create for the benefit of any such Subcontractor, Supplier, or other individual or entity

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any contractual relationship between Owner and any such Subcontractor, Supplier, or other individual or entity, nor shall it create any obligation on the part of Owner to pay or to see to the payment of any moneys due any such Subcontractor, Supplier, or other individual or entity except as may otherwise be required by Laws or Regulations.

C. EPCM shall be solely responsible for scheduling and coordinating Subcontractors, Suppliers and other individuals and entities performing or furnishing any of the Work under a direct or indirect contract with EPCM.

D. EPCM shall require all Subcontractors, Suppliers and such other individuals and entities performing or furnishing any of the Work to communicate with the Owner through EPCM.

E. All Work performed for EPCM by a Subcontractor or Supplier will be pursuant to an appropriate Design Subagreement or Construction Subagreement between EPCM and the Subcontractor or Supplier which specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract Documents for the benefit of Owner. Whenever any such agreement is with a Subcontractor or Supplier who is listed as an additional insured on the property insurance provided in paragraph 5.06, the agreement between the EPCM and the Subcontractor or Supplier will contain provisions whereby the Subcontractor or Supplier waives all rights against Owner, EPCM, Owner's Engineer, and all other additional insureds (and their officers, directors, partners, employees, agents, and other consultants and subcontractors of each and any of them) for all losses and damages caused by any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work. If the insurers on any such policies require separate waiver forms to be signed by any Subcontractor or Supplier, EPCM will obtain the same. 6.07 Patent Fees and Royalties

A. EPCM shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Conceptual Documents for use in the performance of the Construction and if to the actual knowledge of Owner its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by Owner in the Design Package, Exhibit 2.

B. EPCM shall indemnify and hold harmless Owner and Owner’s Engineer, and the officers, directors, partners, employees or agents, and other consultants of each and any of them from and against all claims, costs, losses and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs) arising out of or resulting from any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product or device not identified in the Design Package.

C. To the fullest extent permitted by Laws or Regulations and without waiving the limitation of Section 768.28, Florida Statutes, Owner shall indemnify and hold harmless EPCM and its officers, directors, partners, employees or agents, Subcontractors and Suppliers from and against all claims, costs, losses and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs) arising out of or resulting from any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product or device required by the Design Package. 6.08 Permits and Approvals

A. EPCM shall be responsible for securing all necessary Permits and Approvals of governmental authorities having jurisdiction over the Work as identified in Exhibit 4. Owner shall assist EPCM, when necessary, in obtaining such permits and approvals. EPCM shall pay all governmental charges and inspection fees necessary for the performance of the Work, which are applicable on the last day for receipt of Proposals. EPCM shall pay all charges of utility owners for connections to the Work, and Owner shall pay all charges of such utility owners for capital costs related thereto. 6.09 Laws or Regulations

A. EPCM shall give all notices required by and comply with all Laws or Regulations applicable to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, Owner shall not be responsible for monitoring EPCM's compliance with any Laws or Regulations.

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B. If EPCM performs any Work knowing or having reason to know that it is contrary to Laws or Regulations, EPCM shall bear all costs arising therefrom.

C. Changes in Laws or Regulations not known on the date of receipt of the Guaranteed Maximum Price Proposal having an effect on the cost or time of performance may be the subject of a change in Contract Price or Contract Times. 6.10 Taxes

A. EPCM shall pay all sales, consumer, use, and other similar taxes required to be paid by EPCM in accordance with Laws or Regulations applicable to the Project. Owner may undertake an Owner’s Direct Purchase Program as identified in Exhibit K, Supplementary Conditions, in which case EPCM shall cooperate with and support Owner in that program. The GMP will include sales tax on all equipment, materials and other Tangible Personal Property.

6.11 Use of Site and Other Areas

A. Limitation on Use of Site and Other Areas.

1. EPCM shall confine construction equipment, the storage of materials and equipment, and the operations of construction workers to the Site and other areas permitted by Laws or Regulations, and shall not unreasonably encumber the Site and other areas with construction equipment or other materials or equipment. EPCM shall assume full responsibility for any damage to any such land or area, or to the owner or occupant thereof or of any adjacent land or areas, resulting from the performance of the Work.

2. Should any claim be made by any such owner or occupant because of the performance of Work, EPCM shall

promptly settle with such other party by negotiation or otherwise resolve the claim by arbitration or other dispute resolution proceeding or at law.

3. EPCM shall indemnify and hold harmless Owner, Owner's Engineer and anyone directly or indirectly employed by

any of them from and against all claims, costs, losses and damages (including, but not limited to, fees of engineers, architects, attorneys and other professionals and court and arbitration or other dispute resolution costs) arising out of or resulting from any claim brought by any such owner or occupant against Owner, or any other party indemnified hereunder to the extent caused by or based upon EPCM's negligent, reckless or intentionally wrongful performance of the Construction.

B. Removal of Debris. During the performance of the Construction, EPCM shall keep the premises free from

accumulations of waste materials, rubbish, and other debris resulting from the Construction. Removal and disposal of such waste materials, rubbish, and other debris shall conform to applicable Laws or Regulations.

C. Cleaning. Prior to Substantial Completion, EPCM shall clean the Site and make it ready for utilization by Owner. At completion of Construction, EPCM shall remove all tools, appliances, construction equipment, temporary construction and machinery, and surplus materials and shall restore to original condition all property not designated for alteration by the Contract Documents.

D. Loading Structures. EPCM shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall EPCM subject any part of the Construction or adjacent property to stresses or pressures that will endanger it. 6.12 Record Documents

A. EPCM shall maintain in a safe place at the Site one record copy of all Drawings, Specifications, Addenda, Change Orders, Field Orders and Work Change Directives in good order and annotated to show all changes made during performance of the Work. These record documents together with all approved Submittals will be available to Owner for reference. Upon completion of the Work, these record documents and Submittals, including a reproducible set of record drawings, will be delivered to Owner in electronic and hard copy.

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6.13 Safety and Protection

A. EPCM shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. EPCM shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury, or loss to:

1. All persons on the Site or who may be affected by the Work; 2. All Work and materials and equipment to be incorporated therein, whether in storage on or off the Site; and 3. Other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways,

structures, utilities and underground facilities not designated for removal, relocation, or replacement in the course of construction.

B. EPCM shall comply with applicable Laws or Regulations relating to the safety of persons or property, or to the

protection of persons or property from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. EPCM shall notify owners of adjacent property and of underground facilities and utility owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property.

C. All damage, injury, or loss to any property referred to in paragraph 6.13.A.2 or 6.13.A.3 caused, directly or indirectly, in whole or in part, by EPCM, any Subcontractor, Supplier, or any other individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, shall be remedied by EPCM.

D. EPCM's duties and responsibilities for safety and for protection of the construction shall continue until such time as all the Work is completed and Owner has issued a notice to EPCM in accordance with paragraph 13.08.B that the Work is acceptable (except as otherwise expressly provided in connection with Substantial Completion). 6.14 Safety Representative

A. EPCM shall designate a qualified and experienced safety representative at the Site whose duties and responsibilities shall be the prevention of accidents and the maintaining and supervising of safety precautions and programs. 6.15 Hazard Communication Programs

A. EPCM shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers at the Site in accordance with Laws or Regulations. 6.16 Emergencies

A. In emergencies affecting the safety or protection of persons or the Work or property at the Site or adjacent thereto, EPCM is obligated to act to prevent threatened damage, injury or loss. EPCM shall give Owner prompt written notice if EPCM believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby or are required as a result thereof. If a change in the Contract Documents is required because of the action taken by EPCM in response to such an emergency, a Work Change Directive or Change Order will be issued. 6.17 Submittals

A. Owner will review and approve Submittals in accordance with the schedule of required Submittals accepted by Owner as required by paragraph 2.06.A. Owner's review and approval will be only to determine if the items covered by the Submittals will, after installation or incorporation in the construction, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Owner's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction (except where a particular means, method, technique, sequence, or procedure of construction is specifically and expressly called for by the Contract Documents) or to safety precautions or programs incident thereto. The review and approval of a separate item as such will not indicate approval of the assembly in which the item functions.

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B. Owner's review and approval of Submittals shall not relieve EPCM from responsibility for any variation from the requirements of the Contract Documents unless EPCM has in a separate written communication at the time of submission called Owner's attention to each such variation and Owner has given written approval.

C. Construction prior to Owner's review and approval of any required Submittal will be at the sole risk of EPCM. 6.18 Continuing the Work

A. EPCM shall continue the Work and adhere to the progress schedule during all disputes or disagreements with Owner. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as EPCM and Owner may otherwise agree in writing. 6.19 Post-Construction Phase

A. EPCM shall:

1. Provide assistance in connection with the start-up, testing, refining and adjusting of any equipment or system. 2. Provide operator training and assist Owner in training staff to operate and maintain the Work. 3. Provide operation and maintenance manuals and assistance to Owner in developing systems and procedures for

control of the operation and maintenance of and record keeping for the Work. 6.20 EPCM's General Warranty and Guarantee

A. EPCM warrants and guarantees to Owner for one year from Substantial Completion that all Construction will be in accordance with the Contract Documents and will not be defective. EPCM's warranty and guarantee hereunder excludes damage caused by:

1. Abuse, modification or improper maintenance or operation by persons other than EPCM, Subcontractors, or Suppliers or any other individual for whom EPCM is responsible; or

2. Normal wear and tear under normal usage, or 3. Uncontrollable Circumstance or Owner’s Fault.

B. EPCM's obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute.

None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents or a release of EPCM's obligation to perform the Work in accordance with the Contract Documents:

1. Observations by Owner; 2. The making of any progress or final payment; 3. The issuance of a certificate of Substantial Completion; 4. Use or occupancy of the Work or any part thereof by Owner; 5. Any acceptance by Owner or any failure to do so; 6. Any review and approval of a Submittal; 7. Any inspection, test or approval by others; or 8. Any correction of defective Construction by Owner.

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ARTICLE 7 – OTHER CONSTRUCTION 7.01 Related Work at Site

A. Owner may perform other Work related to the Project at the Site by Owner's employees, or let other direct contracts therefore, or have other work performed by utility owners. If such other work is not noted in the Contract Documents, then:

1. Written notice thereof will be given to EPCM prior to starting any such other work; and 2. EPCM may make a Claim therefore as provided in Article 9 if EPCM believes that such performance will involve

additional expense to EPCM or requires additional time and the parties are unable to agree as to the amount or extent thereof.

B. EPCM shall afford each other contractor who is a party to such a direct contract and each utility owner (and Owner, if Owner is performing the additional work with Owner's employees) proper and safe access to the Site and a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other work and shall properly connect and coordinate the Work with theirs. Unless otherwise provided in the Contract Documents, EPCM shall do all cutting, fitting, and patching of the Work that may be required to make its several parts come together properly and integrate with such other work. EPCM shall not endanger any work of others by cutting, excavating, or otherwise altering their work and will only cut or alter their work with the written consent of Owner and the others whose work will be affected. The duties and responsibilities of EPCM under this paragraph are for the benefit of such utility owners and other contractors to the extent that there are comparable provisions for the benefit of EPCM in said direct contracts between Owner and such utility owners and other contractors.

C. If the proper execution or results of any part of EPCM's Work depends upon work performed or services provided by others under this Article 7, EPCM shall inspect such other work and appropriate instruments of service and promptly report to Owner in writing any delays, defects or deficiencies in such other work or services that render it unavailable or unsuitable for the proper execution and results of EPCM's Work. EPCM's failure so to report will constitute an acceptance of such other work as fit and proper for integration with EPCM's Work except for latent or nonapparent defects and deficiencies in such other work. 7.02 Coordination

A. If Owner intends to contract with others for the performance of other work on the Project at the Site, the following will be set forth in Supplemental Conditions:

1. The individual or entity who will have authority and responsibility for coordination of the activities among the various prime contractors will be identified;

2. The specific matters to be covered by such authority and responsibility will be itemized; and 3. The extent of such authority and responsibilities will be provided.

B. Unless otherwise provided in the Supplementary Conditions, Owner shall have sole authority and responsibility in

respect of such coordination. ARTICLE 8 – OWNER'S RESPONSIBILITIES 8.01 General

A. Owner shall do the following in a timely manner so as not to delay the services of EPCM:

1. Designate in writing a person to act as Owner's Representative with respect to the services to be rendered under this Agreement. Such person shall have authority to transmit instructions, receive information, and render decision relative to the Project, with the exception of changes to the Scope of Work, Design Package, GMP, Project Schedule, EPCM Compensation, Bonds, Insurance and Guaranty Agreement, Quality Assurance and Control, Acceptance Testing and Open Book Criteria and Requirements, as set forth in Exhibits 1, 2, 3, 8, 9, 10, 14, 15 and 16, respectively;

2. Make payments to EPCM promptly when they are due as provided in paragraph 13.03 and 13.08;

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3. Furnish the Site; 4. Furnish to EPCM, if available and if required for performance of the Work, the following, all of which EPCM may

use in performing services under this Agreement:

a. Environmental assessment and impact statements, if available;

b. Property, boundary, easement, right-of-way, topographic, and utility surveys;

c. Property descriptions;

d. Zoning, deed, and other land use restrictions;

e. Engineering surveys to establish reference points for design and construction which in Owner's judgment are necessary to enable EPCM to proceed with the Work;

f. Assistance to EPCM in filing documents required to obtain any additional permits and approvals of

governmental authorities having jurisdiction over the Project;

g. Permits and approvals of government authorities Owner has obtained or is specifically required to obtain, as set forth in Exhibit 4; and

h. All subsurface data at or contiguous to the Site which Owner may have obtained.

5. Review Submittals subject to Owner review pursuant to paragraph 6.17.A; and 6. Provide information known to or in the possession of Owner relating to the presence of materials and substances at

the Site which could create a Hazardous Environmental Condition. 8.02 Insurance

A. Owner's responsibilities in respect of purchasing and maintaining insurance are set forth in Article 5 and Exhibit 10. 8.03 Limitations on Owner's Responsibilities

A. The Owner shall not supervise, direct, or have control or authority over, nor be responsible for, EPCM's means, methods, techniques, sequences, or procedures of engineering design or construction, or the safety precautions and programs incident thereto, or for any failure of EPCM to comply with Laws or Regulations applicable to the furnishing or performance of the Work. Owner will not be responsible for EPCM's failure to perform the Work in accordance with the Contract Documents. 8.04 Undisclosed Hazardous Environmental Condition

A. Owner's responsibility in respect of undisclosed Asbestos, PCBs, Petroleum, Hazardous Waste, or Radioactive Materials uncovered or revealed at the Site is set forth in paragraph 4.04. 8.05 Resident Project Representation

A. Owner may furnish a Resident Project Representative to observe the performance of Construction. EPCM shall cooperate with Owner’s Resident Project Representative. 8.06 Owner's Engineer

A. Owner's Engineer has those duties, responsibilities, and authorities with respect to EPCM as specified in Exhibit 7.

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ARTICLE 9 – CHANGES IN THE WORK; CLAIMS 9.01 Authorized Changes in the Work

A. Without invalidating the Agreement and without notice to any surety, Owner may, at any time or from time to time, order additions, deletions, or revisions in the Work within the general scope of the Contract by a Change Order or a Work Change Directive. Upon receipt of any such document, EPCM shall promptly proceed with the Work involved which will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). EPCM shall maintain daily cost records of Work performed by Change Order and shall submit said records to Owner at Owner’s request. Owner shall have the right to review all accounts and records related to Change Orders. 9.02 Unauthorized Changes in the Work

A. EPCM shall not be entitled to an increase in the Contract Price or an extension of the Contract Times with respect to any Work performed that is not required by the Contract Documents as amended, modified and supplemented as provided in paragraph 3.04, except in the case of an emergency as provided in paragraph 6.16 or in the case of uncovering Construction as provided in paragraph 12.04. 9.03 Claims

A. Notice. If Owner and EPCM are unable to agree on entitlement to, or on the amount or extent, if any, of an adjustment in the Contract Price or an adjustment of the Contract Times that should be allowed as a result of any order of Owner pursuant to paragraph 9.01.A or other occurrence for which the Contract Documents provide that such adjustment(s) may be made, a Claim may be made therefore. Written notice of intent to make such a Claim shall be submitted to the other party promptly and in no event more than 7 days after the start of the occurrence or event giving rise to the Claim. Failure to provide timely notice waives the right to make a Claim.

B. Documentation. Substantiating documentation shall be submitted by the claiming party within 14 days after delivery of the notice required by paragraph 9.03.A.

C. Decision. The other party shall render a decision on the Claim no more than 30 days after the receipt of the substantiating documentation required by paragraph 9.03.B. This decision will be final and binding unless the claiming party gives notice of intention to exercise its rights under Article 15 within 30 days of receipt of the decision and exercises such rights within 30 days of giving the notice of intent.

D. Time Limit Extension. The time limits of paragraphs 9.03.B and 9.03.C may be extended by mutual agreement. 9.04 Execution of Change Orders

A. Owner and EPCM shall execute appropriate Change Orders covering:

1. Changes in the Work which are (i) ordered by Owner pursuant to paragraph 9.01, (ii) required because of acceptance of defective Construction under paragraph 12.08 or Owner's correction of defective Work under paragraph 12.09 or (iii) agreed to by the parties; and

2. Changes in the Contract Price or Contract Times which are agreed to by the parties, including any undisputed sum

or amount of time for Work actually performed in accordance with a Work Change Directive.

ARTICLE 10 – COST OF THE WORK; CASH ALLOWANCES; UNIT PRICE WORK 10.01 Cost of the Work

A. Costs Included. The term Cost of the Work means the sum of all costs reasonably incurred and paid by EPCM in the proper performance of the Work as specified and governed by Exhibit 16. In the event of any conflict between this paragraph

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10.01 and Exhibit 16, the parties agree that Exhibit 16 shall prevail and take precedence. Cost of the Work, unless otherwise provided in Exhibit 16, shall include only the following items:

1. Payroll costs for employees in the direct employ of EPCM in the performance of the Work under schedules of job classifications agreed upon by Owner and EPCM.

a. Such employees shall include without limitation superintendents, foremen, and other personnel employed full-

time at the Site. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits which shall include social security contributions, unemployment, excise and payroll taxes, workers' compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay applicable thereto. The expenses of performing Work after regular working hours, on Saturday, Sunday or legal holidays, shall be included in the above to the extent authorized by Owner.

b. Such employees shall also include engineers, engineering technicians, architects, and others providing Design

Professional Services. For purposes of this paragraph 10.01.A.1, EPCM shall be entitled to payment for such employees an amount equal to salary costs times a factor, both as designated in the Agreement, for all services performed or furnished by such employees engaged on the Project.

2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and

storage thereof, and Suppliers' field services required in connection therewith. All cash discounts shall accrue to EPCM unless Owner deposits funds with EPCM with which to make payments, in which case the cash discounts shall accrue to Owner. All trade discounts, rebates and refunds and returns from sale of surplus materials and equipment shall accrue to Owner, and EPCM shall make provisions so that they may be obtained.

3. Payments made by EPCM to Subcontractors (excluding payments for Design Professional Services pursuant to

paragraph 10.01.A.4) for Work performed or furnished by Subcontractors. If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor's Cost of the Work and fee shall be determined in the same manner as EPCM's Cost of the Work and fee.

4. Payments made by EPCM for Design Professional Services provided or furnished under a Design Subagreement. 5. Costs of special consultants (including but not limited to testing laboratories, surveyors, attorneys, and accountants)

employed for services specifically related to the Work. 6. Supplemental costs including the following items:

a. The proportion of necessary transportation, travel and subsistence expenses of EPCM's employees incurred in

discharge of duties connected with the Work.

b. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, office and temporary facilities at the Site and hand tools not owned by the workers, which are consumed in the performance of the Work, and cost, less market value, of such items used but not consumed which remain the property of EPCM.

c. Rentals of all construction or engineering equipment and machinery and the parts thereof whether rented from

EPCM or others in accordance with rental agreements approved by Owner, and the costs of transportation, loading, unloading, installation, dismantling and removal thereof. All such costs shall be in accordance with the terms of said rental agreements. The rental of any such equipment, machinery or parts shall cease when the use thereof is no longer necessary for the Work.

d. Sales, consumer, use, and other similar taxes related to the Work, and for which EPCM is liable, imposed by

Laws or Regulations.

e. Deposits lost for causes other than negligence of EPCM, any Subcontractor or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses.

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f. Losses, damages, and related expenses caused by damage to the Work not compensated by insurance or otherwise, sustained by EPCM in connection with the furnishing and performance of the Work provided they have resulted from causes other than the negligence of EPCM, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses shall include settlements made with the written consent and approval of Owner. No such losses, damages, and expenses shall be included in the Cost of the Work for the purpose of determining EPCM's fee.

g. The cost of utilities, fuel, and sanitary facilities at the Site.

h. Minor expenses such as telegrams, long distance telephone calls, telephone service at the Site, expressage, and

similar petty cash items in connection with the Work.

i. Cost of premiums for all Bonds and insurance EPCM is required by the Contract Documents to purchase and maintain.

j. Cost for services necessary to perform the Work will be reimbursed in accordance with Exhibit 16.

B. Costs Excluded. The term Cost of the Work shall not include, unless otherwise provided in Exhibit 16, any of the following items:

1. Payroll costs and other compensation of EPCM's officers, executives, principals (of partnerships and sole proprietorships), general managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks and other personnel employed by EPCM whether at the Site or in EPCM's principal or a branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in paragraph 10.01.A.1, all of which are to be considered administrative costs covered by the EPCM's fee.

2. Expenses of EPCM's principal and branch offices other than EPCM's office at the Site. 3. Any part of EPCM's capital expenses, including interest on EPCM's capital employed for the Work and charges

against EPCM for delinquent payments. 4. Costs due to the negligence of EPCM, any Subcontractor, or anyone directly or indirectly employed by any of them

or for whose acts any of them may be liable, including but not limited to the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property.

5. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly

included in paragraph 10.01.A.

C. EPCM's Fee. When all the Work is performed on the basis of cost-plus, EPCM's fee shall be as set forth in the Agreement. When the value of the Work covered by a Change Order is determined on the basis of Cost of the Work, EPCM's fee shall be determined as set forth in paragraph 11.01.C.

D. Documentation. Whenever the cost of any Work is to be determined pursuant to paragraph 10.01.A and 10.01.B, EPCM will establish and maintain records thereof in accordance with Open Book criteria and requirements provided in Exhibit 16. 10.02 Cash Allowances

A. The Contract Price includes all allowances so named in the Contract Documents. EPCM shall cause the Work so covered to be performed for such sums as may be acceptable to Owner. EPCM agrees that:

1. The allowances include the cost to EPCM (less any applicable trade discounts) of materials and equipment required by the allowances to be delivered at the Site, and all applicable taxes; and

2. Except as set forth in the Contract Documents, EPCM's costs for unloading and handling on the Site, labor,

installation costs, overhead, profit, and other expenses contemplated for the allowances have been included in the Contract Price and not in the allowances, and no demand for additional payment on account of any of the foregoing will be valid.

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B. Prior to final payment, an appropriate Change Order will be issued to reflect actual amounts due EPCM on account of Work covered by allowances, and the Contract Price shall be correspondingly adjusted. 10.03 Unit Prices

A. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the Contract Price will be deemed to include for all of Unit Price Work an amount equal to the sum of the established unit prices for each separately identified item of Unit Price Work times the estimated quantity of each item as indicated in the Agreement. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price. Determinations of the actual quantities and classifications of Unit Price Work performed by EPCM will be made by Owner.

B. Each unit price will be deemed to include an amount considered by EPCM to be adequate to cover EPCM's overhead and profit for each separately identified item.

C. EPCM or Owner may make a Claim for an adjustment in the Contract Price in accordance with Article 9 if:

1. the quantity of any item of Unit Price Work performed by EPCM differs materially and significantly from the estimated quantity of such item indicated in the Contract Documents;

2. there is no corresponding adjustment with respect to any other item of Work; and 3. EPCM believes that it is entitled to an increase in Contract Price as a result of having incurred additional expense or

Owner believes it is entitled to a decrease in Contract Price and the parties are unable to agree as to the amount of any such increase or decrease.

ARTICLE 11 – CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIMES 11.01 Change of Contract Price

A. The Contract Price may only be changed by a Change Order. Any Claim for an adjustment in the Contract Price shall be based on written notice delivered by the party making the Claim to the other party promptly in accordance with paragraph 9.03.A.

B. The value of any Work covered by a Change Order or of any Claim for an adjustment in the Contract Price will be determined as follows:

1. Where the Work involved is covered by unit prices contained in the Contract Documents, by application of such unit prices to the quantities of the items involved (subject to the provisions of paragraph 10.03); or

2. Where the Work involved is not covered by unit prices contained in the Contract Documents, by a mutually agreed

lump sum (which may include an allowance for overhead and profit not necessarily in accordance with paragraph 11.01.C.2); or

3. Where the Work involved is not covered by unit prices contained in the Contract Documents and agreement to a

lump sum is not reached under paragraph 11.01.B.2, on the basis of the Cost of the Work (determined as provided in paragraph 10.01) plus a EPCM's Fee for overhead and profit (determined as provided in paragraph 11.01.C).

C. EPCM's Fee: The EPCM's fee for overhead and profit on Change Orders shall be determined as follows:

1. As set forth in Exhibit 16; or

2. As otherwise agreed by the parties.

11.02 Change of Contract Times

A. The Contract Times (or Milestones) may only be changed by a Change Order. Any Claim for an adjustment of the Contract Times (or Milestones) shall be based on written notice pursuant to paragraph 9.03.A.

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B. Delays Beyond EPCM's Control. Where EPCM is prevented from completing any part of the Work within the

Contract Times (or Milestones) due to Uncontrollable Circumstances or Owner’s Fault, the Contract Times (or Milestones) will be extended in an amount equal to the time lost due to such delay if a Claim is made therefore as provided in paragraph 11.02.A.

C. If Owner or other contractor or utility owners performing other work for Owner as contemplated by Article 7, or anyone for whom Owner is responsible, delays, disrupts, or interferes with the performance or progress of the Work, then EPCM shall be entitled to an equitable adjustment in the Contract Price or the Contract Times, or both. EPCM’s entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to EPCM’s ability to complete the Work within the Contract Times.

D. Owner and Owner’s Engineer shall not be liable to EPCM for any claims, costs, losses, or damages (including but not

limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by EPCM on or in connection with any other project or anticipated project.

E. EPCM shall not be entitled to an adjustment in Contract Price or Contract Times for delays within the control of

EPCM. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of EPCM. ARTICLE 12 – TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE CONSTRUCTION 12.01 Notice of Defects

A. Owner shall give EPCM prompt written notice of all defective Construction of which Owner has actual knowledge. All defective Construction may be rejected, corrected or accepted as provided in this Article 12. 12.02 Access to Construction

A. Owner, Owner's Engineer, other representatives and personnel of Owner, independent testing laboratories and governmental agencies with jurisdictional interests will have access to the Site and the Construction at reasonable times for their observation, inspecting, and testing. EPCM shall provide them proper and safe conditions for such access and advise them of EPCM's Site safety procedures and programs so that they may comply therewith as applicable. 12.03 Tests and Inspections

A. If the Contract Documents or Laws or Regulations of any public body having jurisdiction require any part of the Construction specifically to be inspected, tested or approved, EPCM shall assume full responsibility for arranging and obtaining such inspections, tests or approvals, pay all costs in connection therewith, and furnish Owner the required certificates of inspection or approval. Design/ Builder shall also be responsible for arranging and obtaining and shall pay all costs in connection with any inspections, tests, or approvals required for Owner's acceptance of materials or equipment to be incorporated in the Work or of materials, mix designs, or equipment submitted for approval prior to EPCM's purchase thereof for incorporation in the Work.

B. EPCM shall give Owner reasonable notice of the planned schedule for all required inspections, tests, or approvals.

C. If any Construction (or the construction work of others) that is required to be inspected, tested, or approved is covered by EPCM without written concurrence of Owner, it must, if requested by Owner, be uncovered for observation at EPCM's expense unless Design/ Builder has given Owner timely notice of EPCM's intention to cover the same and Owner has not acted with reasonable promptness in response to such notice. 12.04 Uncovering Construction

A. If any Construction is covered contrary to the written request of Owner, it must, if requested by Owner, be uncovered for Owner's observation and recovered at EPCM's expense.

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B. If Owner considers it necessary or advisable that covered Construction be observed by Owner or inspected or tested by others, EPCM, at Owner's request, shall uncover, expose or otherwise make available for observation, inspection or testing as Owner may require, that portion of the Construction in question, furnishing all necessary labor, material and equipment. If it is found that such Construction is defective, EPCM shall pay all costs and damages caused by or resulting from such uncovering, exposure, observation, inspection and testing and of satisfactory replacement or reconstruction, (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals, all court or arbitration or other dispute resolution costs, and all costs of repair or replacement of work of others); and Owner shall be entitled to an appropriate decrease in the Contract Price, and, if the parties are unable to agree as to the amount thereof, Owner may make a Claim therefor as provided in Article 9. If, however, such Construction is not found to be defective, EPCM shall be allowed an increase in the Contract Price or an extension of the Contract Times (or Milestones), or both, directly attributable to such uncovering, exposure, observation, inspection, testing, replacement and reconstruction. If the parties are unable to agree as to the amount or extent thereof, EPCM may make a Claim therefor as provided in Article 9. 12.05 Owner May Stop Construction

A. If Construction is defective, or EPCM fails to supply sufficient skilled workers or suitable materials or equipment, or fails to furnish or perform Construction in such a way that the completed Construction will conform to the Contract Documents, Owner may order EPCM to stop Construction or any portion thereof, until the cause for such order has been eliminated; however, this right of Owner to stop Construction will not give rise to any duty on the part of Owner to exercise this right for the benefit of EPCM or any other party. 12.06 Correction or Removal of Defective Construction

A. Owner will have authority to disapprove or reject defective Construction and will have authority to require special inspection or testing of the Construction whether or not the Construction is fabricated, installed or completed. If required by Owner, EPCM shall promptly, as directed, either correct all defective Construction, whether or not fabricated, installed or completed, or, if the Construction has been rejected by Owner, remove it from the Site and replace it with non-defective Construction. EPCM shall bear all actual costs of such correction or removal (including but not limited to direct costs, fees and charges of engineers, architects, attorneys and other professionals and all court, arbitration, or other dispute resolution costs) arising out of or relating to such correction or removal. 12.07 Correction Period

A. If within one year after the date of Substantial Completion of the entire Work or such longer period of time as may be prescribed by Laws or Regulations or by the terms of any applicable special guarantee required by the Contract Documents or by any specific provision of the Contract Documents, any Construction is found to be defective, EPCM shall promptly, without cost to Owner and in accordance with Owner's written instructions, (i) correct such defective Construction, or, if it has been rejected by Owner, remove it from the Site and replace it with Construction that is not defective, and (ii) satisfactorily correct or remove and replace any damage to other Construction or the work of others resulting therefrom. If EPCM does not promptly comply with the terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, Owner may have the defective Construction corrected or the rejected Construction removed and replaced, and all costs, losses, and damages caused by or resulting from such removal and replacement (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals, all court or arbitration or other dispute resolution costs, and all costs of repair or replacement of work of others) will be paid by EPCM.

B. In special circumstances where a particular item of equipment is placed in continuous service before Substantial Completion of all the Work, the correction period for that item may start to run from an earlier date if so provided in the Conceptual Documents.

C. Where defective Construction (and damage to other Construction resulting therefrom) has been corrected, removed or replaced under this paragraph 12.07, the correction period hereunder with respect to such Construction will be extended for an additional period of one year after such correction or removal and replacement has been satisfactorily completed. 12.08 Acceptance of Defective Construction

A. If, instead of requiring correction or removal and replacement of defective Construction, Owner prefers to accept it, Owner may do so. EPCM shall pay all costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs) attributable to Owner's evaluation of and determination to accept such defective Construction. If any such acceptance occurs prior to final payment, a

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Change Order will be issued incorporating the necessary revisions in the Contract Documents, and Owner shall be entitled to an appropriate decrease in the Contract Price reflecting the diminished value of the Construction so accepted. If the parties are unable to agree as to the amount thereof, Owner may make a Claim therefor as provided in Article 9. If the acceptance occurs after final payment, an appropriate amount will be paid by EPCM to Owner. 12.09 Owner May Correct Defective Construction

A. If EPCM fails within a reasonable time after written notice from Owner to correct defective Construction or to remove and replace rejected Construction as required by Owner in accordance with paragraphs 12.06.A or 12.07.A, or if EPCM fails to perform the Construction in accordance with the Contract Documents, or if EPCM fails to comply with any other provision of the Contract Documents, Owner may, after seven days' written notice to EPCM, correct and remedy any such deficiency.

B. In exercising the rights and remedies under this paragraph 12.09 Owner shall proceed expeditiously. In connection with such corrective and remedial action, Owner may exclude EPCM from all or part of the Site, take possession of all or part of the Construction, and suspend EPCM's services related thereto, take possession of EPCM's tools, appliances, construction equipment and machinery at the Site, and incorporate in the Construction all materials and equipment stored at the Site or for which Owner has paid EPCM but which are stored elsewhere. EPCM shall allow Owner, Owner's Engineer, Owner's representatives, agents, employees, and other contractors access to the Site to enable Owner to exercise the rights and remedies under this paragraph.

C. All costs, losses, and damages (included but not limited to fees and charges of engineers, architects, attorneys and other professionals, all court or arbitration or other dispute resolution costs and all costs of repair or replacement of work of others) incurred or sustained by Owner in exercising such rights and remedies under this paragraph 12.09 will be charged against EPCM and a Change Order will be issued incorporating the necessary revisions in the Contract Documents, and Owner shall be entitled to an appropriate decrease in the Contract Price. If the parties are unable to agree as to the amount thereof, Owner may make a Claim therefor as provided in Article 9.

D. EPCM shall not be allowed an extension of the Contract Times (or Milestones) because of any delay in the performance of the Work attributable to the exercise by Owner of Owner's rights and remedies under this paragraph 12.09. ARTICLE 13 – PAYMENTS TO EPCM AND COMPLETION 13.01 Schedule of Values

A. The Schedule of Values established as provided in Exhibit 9 will serve as the basis for progress payments. Progress payments on account of Unit Price Work will be based on the number of units completed. 13.02 Application for Progress Payment

A. On or about the date established in the Agreement for submission of each application for progress payment (but not more often than once a month), EPCM shall submit to Owner for review an Application for Payment filled out and signed by EPCM covering the Work completed as of the date indicated on the Application and accompanied by supporting documentation as required by the Contract Documents. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing, the Application for Payment shall also be accompanied by a bill of sale, invoice or other documentation warranting that Owner has received the materials and equipment free and clear of all Liens and evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which will be satisfactory to Owner.

B. Beginning with the second Application for Payment, each Application shall include an affidavit of EPCM stating that all previous progress payments received on account of the Work have been applied on account to discharge EPCM's legitimate obligations associated with prior Applications for Payment.

C. The amount of retainage with respect to progress payments will be as stipulated in the Agreement.

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13.03 Progress Payments

A. Procedure. Progress payments shall be made by the Owner to the EPCM according to the following procedure:

1. Owner will, within ten days of receipt of each Application for Payment, either indicate in writing its acceptance of the Application and state that the Application is being processed for payment, or return the Application to EPCM indicating in writing its reasons for refusing to accept the Application. Not more than ten days after accepting such Application the amount will become due and when due will be paid by Owner to EPCM.

2. If Owner should fail to pay EPCM at the time the payment of any amount becomes due, then EPCM may, at any

time thereafter, submit the dispute to dispute resolution under Exhibit 13, but EPCM shall not be entitled to stop the Work while the matter is being resolved through the dispute resolution process.

3. No Progress Payment nor any partial or entire use or occupancy of the Project by Owner shall constitute an

acceptance of any Work not in accordance with the Contract Documents.

B. Reduction in or Refusal to Make Payment. Owner may refuse to make the whole or any part of any such payment, or because of subsequently discovered evidence or the results of subsequent inspections or tests, nullify any previous payment, to the extent that is reasonably necessary to protect Owner from loss because:

1. The Construction is defective, or completed Construction has been damaged requiring correction or replacement; or 2. The Contract Price has been reduced by Change Order; or 3. Owner has been required to correct defective Construction or complete Work in accordance with paragraph

12.09.A; or 4. Owner has actual knowledge of the occurrence of any of the events enumerated in paragraphs 14.02.A.; or 5. Claims have been made against Owner on account of EPCM's performance or furnishing of the Work; or 6. Liens have been filed in connection with the Work, except where EPCM has delivered a specific Bond satisfactory

to Owner to secure the satisfaction and discharge of such Liens; or 7. There are other items entitling Owner to a set off against the amount for which application is made, including but

not limited to liquidated damages.

C. If Owner refuses to make payment of the full amount requested by EPCM, Owner must give EPCM immediate written notice stating the reasons for such action and promptly pay EPCM any amount remaining after deduction of the amount withheld. Owner shall promptly pay EPCM the amount withheld or any adjustment thereto agreed to when EPCM corrects to Owner’s satisfaction the reason for such action. 13.04 EPCM's Warranty of Title

A. EPCM warrants and guarantees that title to all Construction, materials, and equipment covered by any Application for Payment, whether incorporated in the Project or not, will pass to Owner no later than the time of payment free and clear of all Liens. 13.05 Substantial Completion

A. When EPCM considers the Work ready for its intended use EPCM shall notify Owner in writing that the Work is substantially complete (except for items specifically listed by EPCM as incomplete) and request that Owner issue a certificate of Substantial Completion. Promptly thereafter, Owner and EPCM shall make an inspection of the Work to determine the status of completion. If Owner does not consider the Work substantially complete, Owner will notify EPCM in writing giving the reasons therefore. If Owner considers the Work substantially complete, Owner will prepare and deliver to EPCM a certificate of Substantial Completion which shall fix the date of Substantial Completion. There shall be attached to the certificate a list of items to be completed or corrected before final payment. At the time of delivery of the certificate of Substantial Completion Owner will deliver to EPCM a written determination as to division of responsibilities pending final payment between Owner and EPCM

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with respect to security, operation, safety, protection of Construction, maintenance, heat, utilities, insurance and warranties and guarantees.

B. Owner will have the right to exclude EPCM from the Site after the date of Substantial Completion, but Owner will allow EPCM reasonable access to complete or correct items on the list of items to be completed. 13.06 Partial Utilization

A. Prior to Substantial Completion of all the Work, Owner may use or occupy any substantially completed part of the Construction which (i) has specifically been identified in the Contract Documents, or (ii) Owner and EPCM agree constitute a separately functioning and usable part of the Construction that can be used by Owner for its intended purpose without significant interference with EPCM's performance of the remainder of the Construction, subject to the following:

1. Owner at any time may request EPCM in writing to permit Owner to use or occupy any such part of the Construction which Owner believes to be ready for its intended use and substantially complete. If EPCM agrees that such part of the Work is substantially complete, EPCM will certify to Owner that such part of the Construction is substantially complete and request Owner to issue a certificate of Substantial Completion for that part of the Construction. EPCM at any time may notify Owner in writing that EPCM considers any such part of the Work ready for its intended use and substantially complete and request Owner to issue a certificate of Substantial Completion for that part of the Work. Within a reasonable time after either such request, Owner and EPCM shall make an inspection of that part of the Work to determine its status of completion. If Owner does not consider that part of the Work to be substantially complete, Owner will notify EPCM in writing giving the reasons therefore. If Owner considers that part of the Work to be substantially complete, the provisions of paragraph 13.05 will apply with respect to certification of Substantial Completion of that part of the Work and the division of responsibility in respect thereof and access thereto.

2. No use or occupancy of part of the Construction will be accomplished prior to compliance with the requirements of

paragraph 5.10 regarding property insurance.

13.07 Final Inspection

A. Upon written notice from EPCM that the entire Work or an agreed portion thereof is complete, Owner will make a final inspection with EPCM and will notify EPCM in writing of all particulars in which this inspection reveals that the Work is incomplete or defective. EPCM shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. 13.08 Final Payment

A. Application for Payment.

1. After EPCM has completed all such corrections to the satisfaction of Owner and delivered in accordance with the Contract Documents all maintenance and operating instructions, schedules, guarantees, Bonds, certificates or other evidence of insurance, certificates of inspection, record documents (as provided in paragraph 6.12) and other documents, EPCM may make application for final payment following the procedure for progress payments.

2. The final Application for Payment shall be accompanied (unless previously delivered) by: (i) all documentation

called for in the Contract Documents, including but not limited to the evidence of insurance required by paragraph 5.04.B.7; (ii) consent of the surety, if any, to final payment; and (iii) complete and legally effective releases or waivers (satisfactory to Owner) of all Liens arising out of or filed in connection with the Work.

3. In lieu of such releases or waivers of Liens specified in paragraph 13.08.A.2 and as approved by Owner, EPCM

may furnish receipts or releases in full and an affidavit of EPCM that: (i) the releases and receipts include all labor, services, material and equipment for which a Lien could be filed, and (ii) all payrolls, material and equipment bills and other indebtedness connected with the Work for which Owner or Owner's property might in any way be responsible have been paid or otherwise satisfied. If any Subcontractor or Supplier fails to furnish such a release or receipt in full, EPCM may furnish a Bond or other collateral satisfactory to Owner to indemnify Owner against any Lien.

B. Final Payment and Acceptance. If Owner is satisfied that the Work has been completed and EPCM's other obligations

under the Contract Documents have been fulfilled, Owner will, within ten days after receipt of the final Application for Payment, give written notice to EPCM that the Work is acceptable. Otherwise, Owner will return the Application to EPCM, indicating in

Construction Phase –General Terms and Conditions

29

writing the reasons for refusing to process final payment, in which case EPCM shall make the necessary corrections and resubmit the Application.

C. Payment Becomes Due. Thirty days after the presentation to Owner of the acceptable Application and accompanying documentation, in appropriate form and substance and with Owner's notice of acceptability, the amount will become due and will be paid by Owner to EPCM. 13.09 Final Completion Delayed

A. If, through no fault of EPCM, final completion of the Work is significantly delayed, Owner shall, upon receipt of EPCM's final Application for Payment, and without terminating the Agreement, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance to be held by Owner for Work not fully completed or corrected is less than the retainage stipulated in the Agreement, and if Bonds have been furnished as required in paragraph 5.01.A, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by EPCM to Owner with the Application for such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. 13.10 Waiver of Claims

A. The making and acceptance of final payment will constitute:

1. A waiver of all Claims by Owner against EPCM, except Claims arising from unsettled Liens, from defective Construction appearing after final inspection pursuant to paragraph 13.07, from failure to comply with the Contract Documents or the terms of any special guarantees specified therein, or from EPCM's continuing obligations under the Contract Documents; and

2. A waiver of all Claims by EPCM against Owner other than those previously made in writing and still unsettled.

13.11 Wages Rates and Other Factual Costs A. Payments to EPCM under this Agreement may be adjusted, within one year following the end of this Agreement, to exclude any sums by which Owner determines the GMP with Change Orders was increased due to inaccurate, incomplete or noncurrent wage rates and other factual unit costs. ARTICLE 14 – SUSPENSION OF WORK AND TERMINATION 14.01 Owner May Suspend Work

A. At any time and without cause, Owner may suspend the Work or any portion thereof for a period of not more than 90 days by notice in writing to EPCM which will fix the date on which Work will be resumed. EPCM shall resume the Work on the date so fixed. EPCM shall be allowed an extension of the Contract Times directly attributable to any such suspension if EPCM makes a Claim therefor as provided in Article 9. 14.02 Owner May Terminate for Cause

A. The occurrence of any one or more of the events specified in paragraph 10.08B of the Agreement justifies termination of the EPCM for cause.

B. If one or more of the events identified in paragraph 10.08B of the Agreement occurs, Owner may, after giving EPCM (and the surety, if any) fourteen (14) days' written notice, terminate the services of EPCM, take possession of any completed Drawings and Specifications prepared by or for EPCM, exclude EPCM from the Site, and take possession of the Work and of all EPCM's tools, appliances, construction equipment and machinery at the Site and use the same to the full extent they could be used by EPCM (without liability to EPCM for trespass or conversion), incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid EPCM but which are stored elsewhere, and finish the Work as Owner may deem expedient. In such case EPCM shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds all costs, losses and damages sustained by Owner arising out of or resulting from completing the Work (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals and all court or

Construction Phase –General Terms and Conditions

30

arbitration or other dispute resolution costs) such excess will be paid to EPCM. If such costs, losses and damages exceed such unpaid balance, EPCM shall pay the difference to Owner. Such costs, losses and damages incurred by Owner will be incorporated in a Change Order. When exercising any rights or remedies under this paragraph Owner shall not be required to obtain the lowest price for the Work performed.

C. Notwithstanding paragraph 14.02.B, EPCM's services will not be terminated if EPCM begins, within seven days of receipt of notice of intent to terminate, to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt of said notice.

D. Where EPCM's services have been so terminated by Owner, the termination will not affect any rights or remedies of Owner against EPCM then existing or which may thereafter accrue. Any retention or payment of moneys due EPCM by Owner will not release EPCM from liability. 14.03 Owner May Terminate for Convenience

A. Upon written notice to EPCM, Owner may, without cause and without prejudice to any other right or remedy of Owner, elect to terminate the Contract. In such case, EPCM shall be paid (without duplication of any items) for:

1. Completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination, including fair and reasonable sums for overhead and profit on such Work;

2. Expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials

or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses;

3. Amounts paid in settlement of terminated contracts with Subcontractors, Suppliers and others (including but not

limited to all fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs incurred in connection with termination of contracts with Subcontractors, Suppliers and others); and

4. Reasonable expenses directly attributable to termination.

B. Except as provided in paragraph 14.03.C, EPCM shall not be paid on account of loss of anticipated profits or revenue

or other economic loss arising out of or resulting from such termination. ARTICLE 15 – DISPUTE RESOLUTION 15.01 Methods and Procedures A. Dispute resolution methods and procedures are set forth in Exhibit 13, the Supplementary Conditions. ARTICLE 16 – MISCELLANEOUS 16.01 Giving Notice

A. Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by certified mail, postage prepaid, to the last business address known to the giver of the notice. 16.02 Computation of Times

A. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation.

Construction Phase –General Terms and Conditions

31

16.03 Cumulative Remedies

A. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by:

1. Laws or Regulations; or 2. any special warranty or guarantee; or 3. other provisions of the Contract Documents.

B. The provisions of paragraph 16.03.A will be as effective as if repeated specifically in the Contract Documents in

connection with each particular duty, obligation, right and remedy to which they apply. 16.04 Survival of Obligations

A. All representations, indemnifications, warranties and guarantees made in, required by or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion and acceptance of the Work and termination or completion of the Contract.

Page 1 of 6

Lithia Hydrogen Sulfide Removal Facility

Exhibit 13 – Supplementary Conditions

(Dispute Resolution, Owner’s Direct Purchase Program, Forms)

A) Dispute Resolution Process

By entering into this Agreement, Owner and EPCM (the “Parties”) agree to resolve any disagreements concerning the interpretation or application of, or which arise under, the Agreement or concern the performance of either Party hereunder prior to initiating a judicial resolution of any such dispute. The Parties expressly waive their right to seek relief or to resolve such matters arising hereunder through the courts without first having followed this Dispute Resolution Process. However, if the exercise of legal rights and remedies is necessary in order to preserve jurisdiction or prevent a loss of legal rights or remedies, the Party exercising those rights or pursuing those remedies shall seek a stay of the legal action during the pendency of this Dispute Resolution Process. Conflict Assessment Meeting (1) A conflict assessment meeting is the first step in the Dispute Resolution Process. The conflict assessment meeting shall be held at a time and place agreed to by the Parties, but in no event shall this meeting occur more than thirty (30) days after notice is provided by the Party expressing disagreement to the other Party, unless extended by agreement of the Parties. If the Parties do not agree on an extension of time, and if a time and place for a conflict assessment meeting cannot be set within thirty (30) days, this conflict resolution process shall be terminated. (2) During the conflict assessment meeting, the Parties shall discuss and clarify the issues pertaining to the disagreement or dispute from the perspective of each Party and identify all facts relevant to the matter. The Parties will explain their interests, constraints and positions, explore options for resolving the matter, and seek a mutually agreeable settlement of the issue or matter in conflict. (3) At the conflict assessment meeting, the Parties may take whatever steps are necessary to fully resolve the matter, including but not limited to scheduling additional conflict assessment meetings, conducting further informal negotiations, or approving a tentative resolution of the dispute. If a resolution is not reached through the conflict assessment meeting, mandatory non-binding mediation will be held, as follows. Mediation (1) Mediation is a mandatory but non-binding process for resolving disagreements that arise under the Agreement, with the assistance of a neutral mediator. The Parties shall select a mutually acceptable mediator based on qualifications and experience in resolving the issue in conflict, and shall share equally in the costs and expenses of the mediation. (2) The Parties shall be represented at the mediation by those persons with authority to reach or recommend settlement of the dispute. (3) Unless extended by agreement of the Parties, a mediator shall be selected within thirty (30) days of the conclusion of the Conflict Assessment Meeting, and the mediation shall commence within thirty (30) days of the mediator’s selection. Mediation shall continue until a settlement of the dispute is reached or until terminated by a Party. Termination At any stage in the Dispute Resolution Process, either Party may terminate this Process and resort to a judicial resolution of the disagreement or dispute. The Parties shall bear their own costs upon termination of the Process, but termination shall not relieve the Parties of their obligation to share equally in the costs and expenses of any facilitated mediation which was held. If there is a failure to reach settlement through this Process, the Parties may avail themselves of any otherwise available legal remedies and rights.

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B) Owner’s Direct Purchase Program

Owner intends to implement an Owner Direct Purchase Sales Tax Savings Program (the “Program”) with respect to selected purchases of Tangible Personal Property under Tangible Personal Property Supply Contracts. The Parties agree that this Program, which will be substantially as set forth herein, shall be incorporated into all Tangible Personal Property Supply Contracts. The following describes the procedures and requirements by which this Program will be implemented and administered:

(a) Owner and EPCM will cooperate to identify which purchases of Tangible Personal Property shall be

handled through the Program. EPCM shall cooperate with Owner in the implementation of the Program, at no additional cost to Owner.

(b) Owner shall execute and issue all Purchase Orders directly to Suppliers for those purchases under the

Program and shall provide Suppliers with a copy of its Florida Consumer’s Certification of Exemption. EPCM may present such Purchase Orders and Certification of Exemption to Suppliers. Requisitions for Purchase Orders may be prepared, at Owner’s discretion, by either Owner with EPCM review and approval or by EPCM with Owner review and approval; provided, however, that if EPCM prepares a Purchase Order requisition, Owner shall review and approve such requisition for consistency with the terms and conditions of the Tangible Personal Property Supply Contract and the Agreement before execution and issuance directly to Suppliers by Owner.

(c) EPCM is responsible for scheduling, coordinating, delivery, unloading, storage, installation, operation and managing warranties for all Tangible Personal Property purchased by Owner under the Program. EPCM shall visually inspect all shipments from Suppliers and approve shipping records for delivery. EPCM shall insure that all Tangible Personal Property delivered under the Program is accompanied by appropriate documentation to identify the Purchase Order number against which the purchase is made and to confirm that the correct type and quantity of Tangible Personal Property has been delivered in the appropriate condition. Owner may assign to EPCM all contract and warranty rights Owner may have against such Supplier in order to permit EPCM to assert warranty or contract claims for defective or nonconforming materials or equipment directly against the Supplier

(d) Suppliers shall directly invoice Owner for such Tangible Personal Property and Owner shall pay Suppliers directly. Owner acquires title for all Tangible Personal Property upon Supplier’s delivery of such Tangible Personal Property to the Site or other designated job site for the Work. Owner will allow EPCM to review all invoices from Suppliers to confirm their correctness before processing for payment. Upon receipt and acceptance of the Tangible Personal Property by Owner, Owner will deliver the Tangible Personal Property to EPCM for incorporation into the Work.

(e) The Parties acknowledge that Owner assumes the risk of damage or loss at the time of purchase of Tangible

Personal Property for the Work. EPCM shall arrange for the purchase of Builder’s Risk insurance which shall include coverage for Tangible Personal Property purchased by Owner under the Program once the Tangible Personal Property is delivered to Owner by the Supplier and Owner has turned over the Tangible Personal Property to EPCM for incorporation into the Work. Owner shall be named as an Additional Insured under the Builder’s Risk insurance coverage. Insurance premiums paid by EPCM are included and identified within the Guaranteed Maximum Price to be paid by Owner in accordance with the Agreement.

(f) EPCM shall receive as a bonus, at the time of final payment, a sum equal to ten percent (10 %) of the total

amount of sales tax saved by Owner as a result of this Program. (g) EPCM is entitled to charge Owner its overhead and profit on all Tangible Personal Property purchased

directly by Owner under the Program.

(h) For purposes of the Agreement, “Tangible Personal Property” means personal property defined in Section 212.01(19), Florida Statutes, and includes equipment, machinery, goods, and materials purchased by Owner under this Program for use by the Owner in the Work undertaken for Owner under the Agreement by EPCM.

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C) Use of Certain Forms

EPCM will be required to utilize the following, or substantially similar, forms in the performance of the Work under the Agreement:

1. RELEASE AND AFFIDAVIT

STATE OF FLORIDA ) COUNTY OF )

Before me, the undersigned authority, personally appeared __________________, who after being duly sworn, deposes and says:

(1) In accordance with the Contract Documents and in consideration of $____________________ paid, _______________________ (“Construction Manager”) releases and waives for itself and its subcontractors, materialmen, successors and assigns, all claims demands, damages, costs and expenses, whether in contract or in tort, against TAMPA BAY WATER, A Water Supply Authority, an interlocal governmental agency of the State of Florida created and existing pursuant to Sections 163.01, 373.1962 and 373.1963, Florida Statutes (“Owner”) relating in any way to the performance of the Agreement between Construction Manager and Owner, dated _______________, 200__, for the period from ________________ to __________________.

(2) Construction Manager certifies for itself and its subcontractors, materialmen, successors and assigns, that all charges for labor, materials, supplies, lands, licenses and other expenses for which Owner might be sued or for which a lien or a demand against any payment bond might be filed, have been fully satisfied and paid.

(3) Construction Manager agrees to indemnify, defend and save harmless Owner from all demands or suits, actions, claims of liens or other charges filed or asserted against Owner arising out of the performance by Construction Manager of the Work covered by this Release and Affidavit.

(4) Construction Manager certifies that it has paid all its subcontractors and materialmen in full all amounts owed them from any previous payments received by Construction Manager from Owner and has not withheld any such amounts. In the event Construction Manager withholds any unpaid amounts due to its subcontractors and/or materialmen from the payment it receives from Owner with respect to the Application for Payment referenced in paragraph 5 below, Construction Manager agrees to immediately refund all such unpaid amounts to Owner.

(5) This Release and Affidavit is given in connection with Construction Manager’s [monthly/final] Application for Payment No._____.

Construction Manager:

By: Its:__________________ President

Date: Witnesses

[Corporate Seal]

STATE OF

COUNTY OF

The foregoing instrument was acknowledged before me this ____ day of ___________, 200__, by ____________________________, as __________________ of _________________, a _______________________ corporation, on behalf of the corporation. He/She is personally known to me or has produced a (state) driver’s license no. as identification.

My Commission Expires: Notary Public (Signature)

(AFFIX NOTARY SEAL) (Printed Name)

(Title or Rank)

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2. CHANGE ORDER

CHANGE ORDER NO.____________ CONTRACT NO. _____________

TO:

DATE:

PROJECT NAME:

PROJECT NO.:

Under our AGREEMENT dated _____________________, 200___.

****************************************************************************** You hereby are authorized and directed to make the following change(s) in accordance with terms and conditions of

the Agreement:

For the (Additive) (Deductive) Sum of: ($__________________).

Original Agreement Amount $_______________

Sum of Previous Changes $_______________

This Change Order (Add) (Deduct) $_______________

Present Agreement Amount $_______________

The time for completion shall be (increased/decreased) by _______ calendar days due to this Change Order. Accordingly, the Contract Time is now ____________ (_____) calendar days and the Substantial Completion date is ______________. Your acceptance of this Change Order shall constitute a modification to our Agreement and will be performed subject to all the same terms and conditions as contained in our Agreement indicated above, as fully as if the same were repeated in this acceptance. The adjustment, if any, to the Agreement shall constitute a full and final settlement of any and all claims arising out of or related to the change set forth herein, including claims for impact and delay costs.

Accepted:____________________, 200____

Construction Manager: OWNER:

TAMPA BAY WATER, A Regional Water Supply Authority

By: By:

Page 5 of 6

3. NON-COLLUSION AFFIDAVIT OF (Name of Subcontractor) State of____________________) County of__________________)

(Name of Affiant) , being first duly sworn, deposes and says that:

(1) He/She is (Position) of (Name of Company) , herein referred to as the Subcontractor;

(2) He/She is fully informed respecting the preparation and contents of Subcontractor’s Proposal/Bid and all pertinent circumstances respecting the Proposal/Bid that has been submitted by the Subcontractor to _______________, (hereinafter referred to as “the Company”) on (Date) for certain work in connection with the Construction Phase Services Agreement for the Lithia Hydrogen Sulfide Removal Facility under proposed Contract Number ;

(3) A copy of Subcontractor’s Proposal/Bid is attached hereto; (4) Subcontractor’s Proposal/Bid is genuine and is not a collusive or sham Proposal/Bid; (5) Neither the Subcontractor nor any of its officers, partners, owners, agents, representatives, employees, or

parties in interest, including this Affiant, has in any way colluded, conspired, connived or agreed, directly or indirectly, with any other Proposer/Bidder, with the Company, or with any firm or person to submit a collusive or sham Proposal/Bid in connection with proposed Contract Number , or has in any manner, directly or indirectly, sought an unlawful agreement of connivance with any other Proposer/Bidder, the Company, or any firm or person to fix the price or prices in said Subcontractor’s Proposal/Bid or secure through collusion, conspiracy, connivance or unlawful agreement any advantage against Tampa Bay Water or any person in the proposed Contract Number ; and

(6) The price or prices quoted in the Subcontractor’s Proposal/Bid are not tainted by any collusion, conspiracy, connivance or unlawful agreement on the part of the Subcontractor or any of its agents, representatives, owners, employees, or parties in interest, including this Affiant. ________________________________ _________________________ Authorized Signature Date ________________________________ Title

Sworn to and subscribed before me this ________ day of ____________, 20____ ___________________________________ Personally known______________________ Notary Public – State of _______________ OR Produced Identification ______________ My Commission Expires_______________ _____________________________________ (Type of Identification)

Page 6 of 6

4. TRUTH-IN-NEGOTIATION CERTIFICATE

In compliance with the Consultants’ Competitive Negotiation Act, Section 287.055, Florida Statutes,

______________________ hereby certifies that wage rates and other factual unit costs supporting the compensation for the construction management services of EPCM to be provided under this Agreement concerning engineering, procurement and construction management of the Lithia Hydrogen Sulfide Removal Facility Treatment are accurate, complete and current as of the time of contracting.

EPCM By:

Print Name:________________________________________

Title: _____________________________________________

Date:

Exhibit 14-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit 14 – Quality Assurance and Control The EPCM will provide Quality Assurance and Control throughout the construction phase. This Exhibit identifies the minimum components that will be required by the EPCM. The final Quality Assurance and Control plan will be negotiated during the development of the Guaranteed Maximum Price (GMP). 14. CONSTRUCTIION PHASE QUALITY ASSURANCE AND CONTROL

The EPCM’s designated construction management team member shall provide the following quality assurance and quality control elements during the construction phase of the project. The construction management team member’s designated point for responsibility will be assigned to the construction manager herein referred to as the EPCM’S CONSTRUCTION MANAGER.

14.1. POLICIES AND PROCEDURES PLAN The EPCM CONSTRUCTION MANAGER shall prepare a Policies and Procedure Plan for submittal and review by the OWNER prior to the commencement of construction related activities on the site that include, but not limited to, the following elements:

14.1.1. Contractor’s Responsibilities During Orientation: 14.1.1.1. EPCM’S CONSTRUCTION MANAGER will provide orientation to

CONTRACTOR’s safety officer regarding various procedures and requirements at the Site. These shall include, but not be limited to, the procedures presented in this Section.

14.1.1.2. Provide orientation to CONTRACTOR’s employees, Subcontractors, and Subcontractors’ employees.

14.1.1.3. Provide facility on the Site to accommodate the orientation sessions. 14.1.1.4. Notify EPCM’S CONSTRUCTION MANAGER of orientation schedule

24 hours in advance of a session. 14.1.1.5. Certify to EPCM’S CONSTRUCTION MANAGER the names of those

completing the orientation. 14.1.1.6. Provide these orientation sessions throughout the duration of the

Project for new employees, Subcontractors, and Subcontractors’ employees.

14.1.2. Contact Information Provided by CONTRACTOR:

14.1.2.1. Provide to EPCM’S CONSTRUCTION MANAGER, at the preconstruction conference, information regarding the names and phone numbers for at least two individuals able to provide an immediate response when called.

14.1.2.2. Provide the contact information for two individuals to cover each category required if more than two individuals are required as a result of experience, knowledge, or authority.

Exhibit 14-2

14.1.2.3. Provide proof to EPCM’S CONSTRUCTION MANAGER the contact persons can be at the facility within one hour after being contacted.

14.1.2.4. Provide updated information to EPCM’S CONSTRUCTION MANAGER 24 hours prior to the change, if the contact information changes during the Project.

14.1.2.5. In the event the individuals contacted do not respond, OWNER may take the action appropriate to address the situation. Costs incurred by OWNER in these situations shall be withheld from payments to CONTRACTOR pursuant to paragraph 13.02, Section 00700 - General Conditions.

14.1.3. Compliance with Evacuation Plan:

14.1.3.1. Comply with the evacuation plan as prepared for the Project Site and the potential hazards and climatologically generated hazards that may occur during the course of the Construction Phase of the Project.

14.1.3.2. As a portion of the orientation sessions required above, familiarize CONTRACTOR’s employees, Subcontractors and Subcontractors’ employees with the evacuation plan and require compliance.

14.1.3.3. The evacuation plan indicates the following: 1.1.3.3.1. Location of the Work. 1.1.3.3.2. Location of known Hazardous Materials. 1.1.3.3.3. Location of Contractor’s storage area. 1.1.3.3.4. Evacuation routes. 1.1.3.3.5. Assembly locations in case of an evacuation.

14.1.3.4. Post the evacuation plan in a conspicuous location protected from the weather.

14.1.3.5. Provide for the multi-lingual needs of their employees, Subcontractors, and Subcontractors’ employees, as it relates to the evacuation plan.

14.1.3.6. Immediately following an audible alarm issued by OWNER, or an alarm from CONTRACTOR’s equipment, CONTRACTOR’s employees, Subcontractor and Subcontractors’ employees shall follow the evacuation routes indicated on the evacuation plan provided at the orientation sessions.

14.1.3.7. Submit a substitution request to EPCM’S CONSTRUCTION MANAGER pursuant to paragraph 6.05, Section 00700 - General Conditions if Contractor desires to modify the plan.

14.1.4. Confined Space Management:

14.1.4.1. Existing and proposed confined space locations are shown on the Drawings as they impact the Work.

14.1.4.2. Comply with OSHA regulations pertaining to accessing confined spaces.

14.1.4.3. Provide EPCM’S CONSTRUCTION MANAGER with a copy of CONTRACTOR’s confined space entry procedure at the preconstruction conference.

Exhibit 14-3

14.1.4.4. Obtain a confined space entry permit from EPCM’S CONSTRUCTION MANAGER prior to entering the following confined spaces:

1.1.4.4.1. Areas to be defined based on the EPCM’s recommendation based on their final Design Package

1.1.4.4.2. All portable tanks and tank trailers, manholes, ducts, and vaults, unless otherwise designated.

1.1.4.4.3. Any other space meeting the criteria for confined space as established by OSHA.

1.1.4.4.4. Provide EPCM’S CONSTRUCTION MANAGER with a copy of the confined space entry permit and notification, 48 hours in advance of entering a confined space.

1.1.4.4.5. Provide the equipment suitable to accommodate a confined space entry.

1.1.4.4.6. The individual noted on the confined space entry permit, shall evaluate confined spaces and determine what equipment os required, and verify the required lock out, tag out safety measures are in place.

1.1.4.4.7. In the event of a joint entry by OWNER’s staff and CONTRACTOR, OWNER ‘s staff will provide the required equipment. The confined space entry procedure with the most restrictive requirements shall apply.

1.1.4.4.8. Return a copy of the permit and the completed attachments, if any, to EPCM’S CONSTRUCTION MANAGER following completion of the confined space entry.

1.1.4.4.9. No further entry shall be attempted after a copy of the permit and the completed attachments, if any, have been returned to EPCM’S CONSTRUCTION MANAGER. If further entry is necessary, another permit will be required.

14.1.4.5. CONTRACTOR shall address perceived or actual violations of OSHA regulations on the Site. EPCM’S CONSTRUCTION MANAGER, OWNER’s staff, or OWNER’s Engineer may report perceived violations.

14.1.5. Lock Out, Tag Out Management:

14.1.5.1. The requirements of this Section apply to controls and devices with the potential to cause injury if operated during the execution of portions of the Work.

14.1.5.2. These requirements do not apply to Work on cord and plug connected electric equipment provided the plug is under the exclusive control of the employee performing the Work.

14.1.5.3. Comply with OSHA regulations pertaining to lock out, tag out procedures.

Exhibit 14-4

14.1.5.4. Provide EPCM’S CONSTRUCTION MANAGER with a copy of the CONTRACTOR’s lock out, tag out procedure at preconstruction conference.

14.1.5.5. Supply lockout devices, including locks, durable weatherproof tags, chains, wedges, key blocks, adapter pins, self locking fasteners, or other required hardware to comply with the requirements if this Section.

14.1.5.6. Evaluate the area and identify those facilities required to be locked or tagged out.

14.1.5.7. In the event a device cannot be locked out, or a suitable device shall be tagged out and redundant precautions shall be taken to minimize the likelihood of inadvertent operation of the identified device/equipment.

14.1.5.8. Provide seven days written notice to EPCM’S CONSTRUCTION MANAGER regarding the need to lock or tag out a piece of existing equipment or potential energy source, and the intended duration of the event.

14.1.5.9. Provide 24 hours written notice to EPCM’S CONSTRUCTION MANAGER regarding the need to lock or tag out a piece of existing equipment or potential energy source, and the intended duration of the event.

14.1.5.10. The progress schedule shall not meet the requirement of written notice related to the items above.

14.1.5.11. If an existing device is in operation and must be locked or tagged out, normal shut down procedures will be performed by the CONTRACTOR, as coordinated by EPCM’S CONSTRUCTION MANAGER.

14.1.5.12. The individual placing the lock on the device shall keep the key in their possession. If the Work spans more than one shift, the key shall be handled in a manner consistent with CONTRACTOR’s safety requirements pursuant to OSHA. The key shall not be accepted by the EPCM’S CONSTRUCTION MANAGER or the OWNER’s designated representatives.

14.1.5.13. Upon implementation of lock out or tag out, the individual responsible for the operation shall enter the appropriate information in the lock out, tag out log book provided by OWNER.

14.1.5.14. Upon completion of lock out or tag out, the individual responsible for the operation shall enter the appropriate information in the lock out, tag out book provided by OWNER.

14.1.5.15. If more than one CONTRACTOR/Subcontractor must lock out the same device, each individual performing the Work shall place their lock in the device and maintain possession of their key consistent with OSHA and the applicable safety program. Each individual shall complete the appropriate entry in the lock out, tag out log book.

14.1.5.16. Notify EPCM’S CONSTRUCTION MANAGER upon completion of the Work related to the lock out, rag out, and removal of the last lock on the device.

14.1.5.17. EPCM’S CONSTRUCTION MANAGER will coordinate startup of existing equipment with OWNER.

Exhibit 14-5

14.1.5.18. If a device is left locked out or tagged out after completion of the Work, EPCM’S CONSTRUCTION MANAGER will contact CONTRACTOR pursuant to paragraph 1.4 herein, CONTRACTOR shall respond to the Site to address the situation within one hour, and pursuant to CONTRACTOR’s lock out, tag out procedures.

14.1.6. CONTRACTOR’s Reporting of Emergency Services to EPCM’S CONSTRUCTION MANAGER:

14.1.6.1. Evaluate the need for emergency services in the event of an injury, fire, or similar emergency.

14.1.6.2. Contact 911, then notify EPCM’S CONSTRUCTION MANAGER of the situation, if CONTRACTOR determines emergency services are required.

14.1.6.3. Provide EPCM’S CONSTRUCTION MANAGER with a final report regarding the event within seven days of the occurrence.

14.1.6.4. Provide a written report of injuries to EPCM’S CONSTRUCTION MANAGER within 24 hours of the injury.

14.1.7. QUALITY ASSURANCE SUBMITTAL PROCEDURES

14.1.7.1. Deliver XX copies of quality assurance submittals, and any

resubmittal to EPCM’S CONSTRUCTION MANAGER, to the address established at the preconstruction conference, unless another address is mutually agreed upon.

14.1.7.2. Provide quality assurance on all required submittals pursuant to Article 6, Section 00700 - General Conditions.

14.1.7.3. Deliver quality assurance submittals utilizing a transmittal form approved by OWNER. A transmittal shall be provided for each quality assurance submittal.

14.1.7.4. Number each transmittal with the submittal number, followed by a capital letter. “A” for the first review, “B” for the second review, etc.

14.1.7.5. Quality assurance submittals transmitted without the proper transmittal will be marked “AMEND AND RESUBMIT” and returned, without review, to CONTRACTOR. This shall constitute the initial review by EPCM’S CONSTRUCTION MANAGER.

14.1.8. QUALITY ASSURANCE SUBMITTAL REQUIREMENTS

14.1.8.1. Submit quality assurance submittals in sufficient detail to show

compliance with specified requirements. 14.1.8.2. Check, verify, and revise quality assurance submittals as necessary to

bring them into conformance with Contract Documents, previously accepted quality assurance submittals, and actual field conditions.

14.1.8.3. Determine and verify quantities, dimensions, specified design and performance criteria, materials, catalog numbers, and similar data.

Exhibit 14-6

14.1.8.4. Submit quality assurance submittals to EPCM’S CONSTRUCTION MANAGER pursuant to this Section after completion of checking, verification, and coordinating the related information.

14.1.8.5. Submit manufacturer's instructions with quality assurance submittal whenever made available by manufacturer and when installation, erection, or application in accordance with manufacturer's instructions is required by the Specifications.

14.1.8.6. Excise or cross out non-applicable information and clearly mark applicable information with citations to, and terminology consistent with, the Contract Documents, with respect to product data and manufacturer's instructions.

14.1.8.7. Provide or furnish products and execute the Work in accordance with accepted quality assurance submittals, unless in conflict with Contract Documents.

14.1.8.8. Provide notice to EPCM’S CONSTRUCTION MANAGER prior to commencing the Work if, in the opinion of CONTRACTOR, the Work indicated in a quality assurance submittal is in conflict with the Contract Documents.

14.1.8.9. CONTRACTOR shall not proceed with tasks related to the ordering or installation of material if a quality assurance submittal for the material is required, and not yet accepted.

14.1.9. EPCM’S CONSTRUCTION MANAGER’S REVIEW OF QUALITY

ASSURANCE SUBMITTAL

14.1.9.1. Quality assurance submittals will be reviewed by EPCM’S CONSTRUCTION MANAGER, and returned within 21 days from the date received.

14.1.9.2. The quality assurance submittals shall be noted as either “ACCEPTED,” “ACCEPTED AS NOTED,” or “AMEND AND RESUBMIT,” with appropriate comments if required.

14.1.9.3. Documents required to be prepared by an engineer, architect, or landscape architect and provided in support of a quality assurance submittal shall carry the certification of the professional in responsible charge pursuant to the regulations of the State of Florida.

14.1.9.4. If EPCM’S CONSTRUCTION MANAGER is of the opinion a document requires a certification and CONTRACTOR provides it without one, the quality assurance submittal shall be returned as “AMEND AND RESUBMIT.”

14.1.9.5. OWNER shall be entitled to rely upon the accuracy or completeness of designs, calculations, or certifications made by licensed professionals accompanying a particular quality assurance submittal.

14.1.9.6. Costs incurred by OWNER as a result of additional reviews of a particular submittal beyond the initial review and a subsequent review shall be handled pursuant to paragraph 14.02, Section 00700 - General Conditions.

Exhibit 14-7

14.1.10. QUALITY CONTROL SUBMITTAL PROCEDURES

14.1.10.1. Deliver XX copies of quality control submittals, and any resubmittal to

EPCM’S CONSTRUCTION MANAGER, to the address established at the preconstruction conference, unless another address is mutually agreed upon.

14.1.10.2. Provide quality control on all submittals required pursuant to Article 6, Section 00700 - General Conditions.

14.1.10.3. Number each transmittal with the submittal number. 14.1.10.4. Quality control submittals transmitted without the proper transmittal

will be returned, without review, to CONTRACTOR.

14.1.11. QUALITY CONTROL SUBMITTAL REQUIREMENTS

14.1.11.1. Provide testing services performed and certified by the professional in responsible charge pursuant to the regulations of the State of Florida.

14.1.11.2. CONTRACTOR shall not proceed with tasks related to the installation of materials if the adjacent Work has not been determined to be compliant as a result of EPCM’S CONSTRUCTION MANAGER’s review of applicable quality control submittals.

14.1.12. EPCM’S CONSTRUCTION MANAGER’S REVIEW OF QUALITY CONTROL

SUBMITTALS

14.1.12.1. Provide quality control submittals within seven days following the quality control activity, or the time frame established in the specification calling for the quality control submittal, whichever is less. In all cases, they shall be provided pursuant to paragraph 1.07.A herein, and prior to commencing related Work.

14.1.12.2. EPCM’S CONSTRUCTION MANAGER will review the quality control submittals within 15 days of receipt.

14.1.12.3. If EPCM’S CONSTRUCTION MANAGER determines the results from the quality control submittal show the Work to be in compliance with the Contract Documents, no further action will be taken.

14.1.12.4. If EPCM’S CONSTRUCTION MANAGER has questions regarding the quality control submittal, or determines the results contained in the quality control submittal are not in compliance with the Contract Documents, EPCM’S CONSTRUCTION MANAGER will provide a written notice to CONTRACTOR.

14.1.12.5. Respond promptly to address the questions raised by EPCM’S CONSTRUCTION MANAGER, or to rework the noncompliant Work.

14.1.12.6. Responsibility for costs to rework portions of the Work as a result of EPCM’S CONSTRUCTION MANAGER’s review of a quality control submittal shall be handled pursuant to paragraph 12.06, Section 00700 - General Conditions.

Exhibit 14-8

14.1.12.7. OWNER shall be entitled to rely upon the accuracy or completeness of measurements, tests, calculations, or certifications made by licensed professionals accompanying a particular quality control submittal.

14.1.13. QUALITY ASSURANCE OF CONSTRUCTION

14.1.13.1. CONTRACTOR’s quality control:

1.1.13.1.1. Monitor quality control over suppliers, manufacturers, products, services, site conditions, and workmanship, to produce work of specified quality.

1.1.13.1.2. Comply fully with manufacturer’s instructions, including each step in sequence.

1.1.13.1.3. Should manufacturer’s instructions conflict with contract documents the more restrictive shall prevail. Request clarification from EPCM’S CONSTRUCTION MANAGER before proceeding.

1.1.13.1.4. Comply with specified standards as a minimum quality for the work except when more stringent tolerances, codes, or specified requirements indicate higher standards or more precise workmanship.

1.1.13.1.5. Should the contract documents contain conflicts with the Specifications, the better quality or greater quantity of work or materials shall be estimated upon and shall be constructed to provide a complete system.

1.1.13.1.6. Execute all work described in the Specifications, shown on the drawings, and all related work necessary to complete the project in a workmanlike manner. Provide materials best suited for the application, and approved by the OWNER’s Representative and reviewed by the OWNER’s Engineer where such work or materials are not specifically described.

1.1.13.1.7. Perform Work by persons qualified to produce workmanship of specified quality.

1.1.13.1.8. Secure products in place with positive anchorage devices designed and sized to withstand stresses, vibration, physical distortion or disfigurement.

1.1.13.1.9. The CONTRACTOR shall, at no cost to the OWNER, repair or replace any materials or workmanship not in accordance with the requirements of the Specifications.

14.1.13.2. Field Samples:

1.1.13.2.1. Install field samples at the site as required by individual Specification Sections for review.

1.1.13.2.2. Acceptable samples represent a quality level for the work. 1.1.13.2.3. Where field sample is specified in individual Sections to be

removed, clear area after field sample has been accepted by OWNER’s Representative with review by the Owner’s Engineer.

Exhibit 14-9

14.1.13.3. Manufacturer’s Field Services and Reports: 1.1.13.3.1. Submit qualifications of observer to the EPCM’S

CONSTRUCTION MANAGER 15 days in advance of required observations. Observer subject to approval of EPCM’S CONSTRUCTION MANAGER.

1.1.13.3.2. When specified in individual Specifications, require material or product suppliers or manufacturer’s to provide qualified staff personnel to observe site conditions of surfaces and installation, quality of workmanship, start-up of equipment, test, adjust, and balance of equipment as applicable, and to initiate instructions when necessary.

1.1.13.3.3. Observer to report observations and site decisions or instructions given to applicators or installers that are supplemental or contrary to manufacturers’ written instructions.

1.1.13.3.4. Submit report in duplicate within 10 days of observation to the EPCM’S CONSTRUCTION MANAGER for review.

End of Exhibit 14

Exhibit 15-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit 15 – Acceptance Testing

PART 1 GENERAL ACCEPTANCE TESTING REQUIREMENTS

1.01 OBJECTIVES

There are three main objectives of the Acceptance Test:

1) Prior to commencement of the Acceptance Test, determine the functional and operational acceptance of the equipment and related systems that comprise the Hydrogen Sulfide Removal Facility through an approved start-up protocol and initial operational confirmation test of each component (see Part 2 - EQUIPMENT AND SYSTEM TESTING, TRAINING AND OVERALL FACILITY START-UP REQUIREMENTS). The facility start up requirements include an initial operational confirmation test of the facility operating as a complete treatment process system with successful completion resulting in a recommendation of Substantial Completion.

2) Complete the Acceptance Test to determine the ability of the Lithia Hydrogen Sulfide Removal Facility to reliably meet the acceptance standard criteria defined summarized in Article 1.04 - Acceptance Standards and reliably produce Treated Water for a continuous period of 30 days under normal operating conditions and planned test configurations.

3) During the Acceptance Test period, evaluate the hydraulic capability to convey raw water and side stream water through the Lithia Hydrogen Sulfide Removal Facility at the maximum treatment capacity for a 24-hour period.

1.02 ACCEPTANCE TEST PLAN

At least 120 days prior to the earlier of the Scheduled Substantial Completion Date or the date upon which the EPCM plans to begin Acceptance Testing, the EPCM shall submit to Tampa Bay Water for its approval a detailed Acceptance Test Plan defining the test program as related to each specified objective.

The Acceptance Test shall not be conducted until the Acceptance Test Plan is approved, and authorization is received from Tampa Bay Water. The Acceptance Test Plan shall address the EPCM's approach and details for meeting the requirements of this Exhibit 15 and Attachment D - Preliminary Design Package: Schedule A - Narrative; Schedule B - Drawings; and Schedule C - Specifications and Typical Details. The Acceptance Test Plan shall be programmed for execution following completion of provisions defined in Part 2 - EQUIPMENT AND SYSTEM TESTING, TRAINING AND OVERALL FACILITY START-UP REQUIREMENTS.

The Acceptance Test Plan shall define the procedures to be used, the specific measurements to be made, the proposed usage of permanent and temporary instrumentation, the organization of the test team, the testing schedule (including the expected date, time and duration of each test), and the operating and maintenance schedule during testing. The Acceptance Test Plan shall also include specific, detailed sampling protocols to be utilized in conducting the Acceptance

Exhibit 15-2

Test. Preliminary tests may be conducted at the EPCM’s expense; however, the results of such tests shall not be made part of the Test Report.

All labor, materials, equipment, and services required to perform the Acceptance Test shall be supplied by the EPCM, provided that Tampa Bay Water shall supply all required Raw Water, power, liquid oxygen, and associated chemicals in sufficient quantities for initial acceptance tests but shall require the EPCM to be responsible for all expenses required with re-tests. During the test, the ECPM will operate all systems under normal operating conditions, including, but not limited to, routine equipment operation, maintenance services and reagent usage.

All Acceptance Test activities will require coordination with Hillsborough County through the OWNER’S PROJECT REPRESENTATIVE regarding the following key operational interface requirements, as a minimum: 1) any flow disruptions to the existing Lithia Water Treatment Plant; 2) post hydrogen sulfide removal treatment chemical additions (Fluoride, Corrosion Inhibitor, Chlorine and Ammonia); and coordinated production flow rates and durations relative to existing operational demands and on-site finished water storage reservoir levels.

1.03 ACCEPTANCE TEST CONDITIONS

A. HYDRAULIC CONDITIONS During the hydraulic test, the Lithia Hydrogen Sulfide Removal Facility shall be operated at flow rates between 7.5 and 45 Million Gallons per Day (MGD), with planned operation for limited durations at the maximum treatment capacity of 45 mgd. However, Tampa Bay Water recognizes that Lithia Hydrogen Sulfide Removal Facility discharges will be limited by the downstream capacity of the existing Lithia Water Treatment Plant reservoir capacity and overall system demand including the potential delivery of treated water to the Regional pipeline through the high service pump station. Therefore, the Acceptance Test Plan shall identify means for testing the hydraulic capacity of critical components of the overall Lithia Hydrogen Sulfide Removal Facility. During the final week of the 30-day test, the Lithia Hydrogen Sulfide Removal Facility, subject to sufficient available demands, shall operate at production rate (45 MGD) unless Tampa Bay Water agrees to a lower rate because of downstream hydraulic constraints.

B. OPERATIONAL CONDTIONS The Acceptance Test shall demonstrate the ability of the Facility to treat the range of raw water quality described in Attachment D - Preliminary Design Package, Schedule A - Narrative, which is summarized in Table 15.1. However, it is not likely that maximum hydrogen sulfide concentrations will exist during the acceptance test period. The test will be performed with the highest practical hydrogen sulfide concentration that can be delivered from the Lithia Well field relative to each treatment flow rate to be tested. The lack of available high levels of hydrogen sulfide will be addressed in the proposed acceptance test protocol through establishing other test sequences to effectively evaluate the key components of the facility at their design capacities. During the 30-day test, the Lithia Hydrogen Sulfide Removal Facility shall be operated at production rates ranging from 7.5 MGD (to illustrate turn-down) to 45

Exhibit 15-3

MGD. The 30-day test shall include a program to provide the following operational conditions: 1. Operate at a minimum flowrate of 7.5 mgd with normal flowrate variations to accommodate water demands for a minimum period of 1 continuous day (24 hours). 2. Operate at a maximum flowrate of 45 mgd with normal flowrate variations to accommodate water demands for a minimum period of 7 continuous days (1 week), subject to variations needed to coordinate with ground storage tank levels, Lithia WTP demands and the High Service Pump Station capacity to deliver water through the Regional Pipeline. 3. Operate at an average flowrate of approximately 24 mgd with normal flowrate variations to accommodate water demands for a period 22 days (continuous with exception of above required deviations). During the Acceptance Test, the following tests will be conducted: 1. Manual shutdown and start-up of the Facility. 2. Automatic shutdown and start-up of the Facility.

C. OPERATIONAL CONFIRMATION TESTING Prior to the Acceptance Test, operational confirmation testing shall be performed by the EPCM per the requirements of Section 2.06 - Functional Testing and Section 2.07 Operational Testing. The operational confirmation test objective is to demonstrate that the Lithia Hydrogen Sulfide Removal Facility is capable of producing Treated Water meeting the Water Treatment Performance Standards in Attachment D - Preliminary Design Package, Schedule A - Narrative, as well as any additional testing required by the Hillsborough County Health Department (HCHD) or Florida Department of Environment Protection (FDEP). For this operational confirmation test, the Lithia Hydrogen Sulfide Removal Facility maybe operating on a closed loop basis (i.e. water being circulated in a closed loop configuration through the ozone dissipation chamber using a portion of the side stream pumps for recirculation and one side stream pump for ozone injection) utilizing Raw Water provided by Tampa Bay Water. The results of the operational confirmation test shall be presented to Tampa Bay Water, as well as to the HCHD and/or FDEP to satisfy final clearance of the Facility according to Legal Entitlement requirements. The EPCM will be responsible to prepare an acceptable test protocol for successfully completing operational confirmation testing and shall perform all required retesting until final clearance to operate the facility is acquired. If the Lithia Hydrogen Sulfide Removal Facility fails to meet any of the Water Treatment Performance Standards, the EPCM shall rectify the deficiencies and perform additional testing to verify that the Water Treatment Performance Standards and the Legal Entitlement requirements are met. Satisfactory completion of the operational confirmation testing will be the acquisition of the Letter of Clearance to operate the facility by HCHD and/or FDEP and will constitute Substantial Completion as required in Exhibit 12 General Terms and Conditions of the Construction Phase Agreement, Article 13.05 Substantial Completion. The Letter of Clearance to operate the Lithia Hydrogen Sulfide Removal Facility will require coordination with a parallel project under Hillsborough County that includes the disinfection and associated Letters of Clearance for the existing ground storage tanks that will receive the treated water.

Exhibit 15-4

Treated Water from the Lithia Hydrogen Sulfide Removal Facility may not be delivered to the existing Lithia Water Treatment Plant ground storage tanks until full clearance has been received from the HCHD and/or FDEP to begin operation of the Lithia Hydrogen Sulfide Removal Facility. Pending issuance of the Letter of Clearance by HCHD and/or FDEP, the EPCM will not be allowed to discharge untreated or treated water produced by the Lithia Hydrogen Sulfide Removal Facility during the operational confirmation testing or Acceptance Test, to the on-site storm water pond without the appropriate permits and/or approvals from the responsible regulatory entities.

D. TEST MONITORING Once Treated Water from the Lithia Hydrogen Sulfide Removal Facility is being discharged to the existing Lithia Water Treatment Plant ground storage tanks, monitoring of the treated water for a continuous period of 30 days shall begin to determine the ability of the Lithia Hydrogen Sulfide Removal Facility to reliably produce water meeting the Water Treatment Performance Standards defined in Article 1.04. During this portion of the Acceptance Test, selected Treated Water quality parameters will be monitored per the frequency as defined below, in order to evaluate the performance of the Lithia Hydrogen Sulfide Removal Facility. Monitoring of the following water quality parameters shall be performed by the EPCM:

1. Raw Water, prior to the first point of ozone addition will be continuously monitored with an on-line hydrogen sulfide analyzer and shall be manually sampled and analyzed for hydrogen sulfide at least four times per day (early morning, late morning, early afternoon, and at least once during the night). 2. Raw Water, prior to the first point of ozone addition, shall be sampled and analyzed for bromide at least two times per week. 3.Treated Water at a designated sample location(s) upstream of the connection to the existing Lithia Water Treatment Plant shall be monitored continuously with an on-line hydrogen sulfide monitor, ozone residual and dissolved oxygen with the data collected, displayed and stored in the plant control system. A manually collected sample will be tested on-site at least four times per day (early morning, late morning, early afternoon, and at least once during the night) for hydrogen sulfide, dissolved oxygen and ozone residual. 4. Treated Water at a designated sample location(s) upstream of the connection to the existing Lithia Water Treatment Plant shall be sampled and analyzed off-site at least two times per week for bromate and will be coordinated with the bromide sampling.

An outside laboratory that is a full service lab certified in drinking water by the Florida Department of Health (FDOH) and agreed to by both the EPCM and Tampa Bay Water shall analyze all of the above water quality samples. All testing shall be according to analytical methods approved by the United States Environmental Protection Agency or the FDOH and have a minimum turn around time of no greater than 14 calendar days. Ozone concentration and dissolved oxygen samples will need to be analyzed immediately onsite as there is no accepted methodology to preserve the samples for these analyses.

Exhibit 15-5

The analytical results from the outside laboratory will be compared with the analytical results from the EPCM’s on-site laboratory data to evaluate the quality performance of the EPCM's onsite laboratory for those parameters that may be tested on site (i.e. hydrogen sulfide, ozone residual and dissolved oxygen). The EPCM shall staff the Lithia Hydrogen Sulfide Removal Facility according to the commissioning requirements defined in Attachment D - Preliminary Design Package, Schedule A - Narrative, during the Acceptance Test; if unstaffed operation is proposed and allowed by Applicable Law, then the appropriate period of operation may be unstaffed during the Acceptance Test however, the performance monitoring schedule must be maintained and/or coordinated with any unstaffed time periods. During the Acceptance Test, the Lithia Hydrogen Sulfide Removal Facility will be delivering Treated Water into the Lithia WTP storage reservoirs. Should the performance of the Facility be deemed to be unsatisfactory (e.g. treated water with hydrogen sulfide concentrations greater than the allowable limit of 0.1 mg/l) by the EPCM’s commissioning staff and/or confirmed by the Owner’s on-site representative or by Hillsborough County, at any time during the Acceptance Testing, then immediate action shall be taken by the EPCM to ensure that the Treated Water entering the storage reservoirs is of suitable for potable use at all times. If remedial action is considered unlikely to satisfy this requirement, the Lithia Hydrogen Sulfide Removal Facility will be shut down and the Acceptance Test terminated until such time as the above requirement is satisfied. Should the hydraulic constraints of treated water delivery to the existing Lithia Water Treatment Plant be such that during the 30 day test period it is not possible to operate over the full range of operational capacity, then the Lithia Hydrogen Sulfide Removal Facility will be operated with selected process units operated at their respective maximum design rate(s) for a duration within the 30 day period, that is determined to be acceptable to Tampa Bay Water. The EPCM shall submit to Tampa Bay Water ten (10) copies of the written Acceptance Test report within 20 working days following the conclusion of the Acceptance Test. The Acceptance Test Plan, as approved by Tampa Bay Water, shall specify the contents of such Acceptance Test report, including, but not limited to:

1. A certification that testing was conducted in accordance with the approved Acceptance Test Plan (including any approved exceptions); 2. A certification of the results of the testing, including a determination of the extent to which the Lithia Hydrogen Sulfide Removal Facility complies with the applicable acceptance standards; 3. All data measured and recorded during the tests; 4. All calculations used in determining test results; and 5. Any other data reasonably requested by Tampa Bay Water to be included in such reports.

E. ANTICIPATED RANGE OF RAW WATER FLOW AND QUALITY CONDITIONS

Exhibit 15-6

The anticipated range of raw water flowrate and quality data presented in Table 15.1 represent a summary of the raw water quality data that is referenced in Attachment D - Preliminary Design Package, Schedule A - Narrative which is derived from the “Pilot-Scale Evaluation of Hydrogen Sulfide Removal Technology at Lithia Water Treatment Plant” produced for Tampa Bay Water by Black & Veatch in August 2008 and subsequent evaluation of the source water quality variations by the Owner’s Engineer.

Table 15.1 Summary of Raw Water Flow Rates and Water Quality Characteristics

Parameter Unit Value

Flow

Hydraulic Capacity MGD 57

Maximum Treatment Capacity MGD 45

Average Treatment Capacity MGD 24

Minimum Treatment Capacity MGD 7.5

Raw Water Hydrogen Sulfide Concentration

Maximum (worst case at 7.5mgd) mg/L 5.1

Maximum (at 45 mgd) mg/L 2.6

Maximum (at 24 mgd) mg/L 3.4

90th Percentile (1) mg/L 2.6

Average (1) mg/L 1.5

Minimum (1) mg/L 1.0

Raw Water Bromide Concentration

Average mg/L 0.057

1) The 90th percentile, average and minimum concentrations of hydrogen sulfide in the water represent these defined statistical values for the historical period of record data for the Lithia Wellfield. These numbers reflect the past record and may not represent the future, as the hydrogen sulfide concentration is a function of several variables that can change as a result of seasonal variations and/or operation variations.

F. GENERAL DESIGN CRITIERIA Table 15.2 presents a summary of some key attributes of the requirements of Attachment D - Preliminary Design Package, Schedule A - Narrative for the Lithia Hydrogen Sulfide Removal Facility. Detailed requirements will be defined in the final Preliminary Design Package that will become Exhibit 4, to the EPCM Agreement for Design Phase Services.

Exhibit 15-7

Table15.2 General Design Criteria Summary

Parameter Unit Value

Ozone Design Dose (firm at 45 mgd with 2.6 mg/l hydrogen sulfide and 3.1 to 1 ozone to hydrogen sulfide ratio)

mg/L 8

Ozone Design Generation Capacity (firm) at between 10 - 12% Ozone Concentration, by weight, with (open loop/raw water) cooling water temperature of 26 degrees C

Pounds/Day 3000

Liquid Oxygen Supply Storage Gallons 30000

Ozone Feed System Type Side-Stream Injection

Ozone residual decay chamber Type Buried Concrete Pipeline

Ozone generation efficiency (see Part 3 below for example Specification)

Specific Energy Consumption 5.0 to 5.2

1.04 ACCEPTANCE STANDARDS

A. GENERAL REQUIREMENTS The Acceptance Tests shall demonstrate the Lithia Hydrogen Sulfide Removal Facility's compliance with the "Acceptance Standards" on a uniform and continuous basis respective of the requisite continuous on-line analyzers previously defined. At any time an analyzer indicates that a parameter is not within the acceptable limits, it shall be immediately calibrated (within 5 minutes) and if the out of compliance status is confirmed and a process modification can not be made to immediately (within another 5 minutes or 10 minutes after confirming out of compliance performance) to rectify the non-compliance, the facility will be shut down. If the system cannot be adjusted or restarted within 30 minutes to produce water that complies with the "Acceptance Standards," the acceptance test is terminated and the 30-day time period will restart at day one. The following requirements are the "Acceptance Standards":

1. 100% conformance of the analytical results for each parameter within the Water Treatment Performance Standards as defined in Article 1.04 B. 2. Successful completion of (a) the manual shut down and start-up test of the Lithia Hydrogen Sulfide Removal Facility, and (b) the automatic shut down and start-up test of the Lithia Hydrogen Sulfide Removal Facility. 3. Operation of the Lithia Hydrogen Sulfide Removal Facility at the flow rates required in Article 1.03 B. 4. Confirmation of the quality performance of the EPCM's on-site laboratory for those parameters.

Exhibit 15-8

5. Successful continuous delivery of Treated Water in compliance with the Water Treatment Performance Standards to the existing Lithia Water Treatment Plant. 6. A verification of hydraulic capacity of critical components of the Facility.

B. WATER TREATMENT PERFORMANCE STANDARDS Table 15.3 presents a summary of the water treatment performance standards that the EPCM will be required to meet during the acceptance test period. Detailed water quality performance criteria is defined in Attachment D - Preliminary Design Package, Schedule A - Narrative.

Table15.3 Summary of Treated Water Quality Standards

Parameter Unit Value

Finished Water Hydrogen Sulfide standard (under all defined operational conditions)

mg/L < 0.10

Finished Water Ozone Residual standard at exit of decay chamber (under all defined operational conditions)

mg/L < 0.05

Maximum Finished Water Dissolved Oxygen mg/L 18

Maximum Finished Water Bromate (< MCL) (under any operational condition)

mg/L < 0.010

1.05 RETESTING Additional and more detailed provisions for determining the EPCM’s acceptance test failure and required retesting will be defined in Exhibit C - Preliminary Design Package, to the EPCM Agreement for Design Phase Services for the Lithia Hydrogen Sulfide Removal Facility.

1.06 SUCCESSFUL COMPLETION OF ACCEPTANCE TESTING Upon satisfactorily completing the 30 day Acceptance Test and approval of the test report has been recommended to Tampa Bay Water by the Owner’s Project Representative and the Owner’s Engineer, the EPCM will be qualified for “Project Schedule Final Milestone”. Provided that all other requirements for project final completion are also deemed to be finished at this time, a recommendation will be made to Tampa Bay Water for project closeout of the Construction work with the exception of the Warranty Maintenance obligations defined in Attachment D - Preliminary Design Package, Schedule A - Narrative.

Exhibit 15-9

PART 2 EQUIPMENT AND SYSTEM TESTING, TRAINING AND OVERALL FACILITY START-UP REQUIREMENTS

2.01 SUMMARY

A. Section Includes: Requirements for equipment and system testing and facility start-up, including the following: 1. Start-Up Plan. 2. Performance Testing. 3. General Start-up and Testing Procedures. 4. Functional Testing. 5. Operational Testing. 6. Certificate of Proper Installation. 7. Services of manufacturer's representatives. 8. Training of OWNER's personnel. 9. Final testing requirements for the complete facility.

B. Related Sections: 1. Section 112XX - Ozone System Testing 2. Section 159XX - Mechanical Equipment Testing. 3. Section 179XX - Instrumentation General Requirements

2.02 GENERAL TESTING, TRAINING, AND START-UP REQUIREMENTS

A. Contract Requirements: Testing, training, and start-up are requisite to the satisfactory completion of the Construction Phase Agreement.

B. Allow realistic durations in the Progress Schedule for testing, training, and start-up activities.

C. Furnish labor, power, chemicals, tools, equipment, instruments, and services required for and incidental to completing functional testing, performance testing, and operational testing, as defined in Article 1.02 for the Acceptance Testing.

D. Provide competent, experienced technical representatives of equipment manufacturers for assembly, installation and testing guidance, and operator training.

2.03 START-UP PLAN

A. Submit start-up plan for each piece of equipment and each system not less than 3 weeks prior to planned initial start-up of equipment or system.

B. Provide detailed sub-network of Progress Schedule with the following activities identified: 1. Manufacturer's services. 2. Installation certifications. 3. Operator training. 4. Submission of Operation and Maintenance Manual. 5. Disinfection requirements 6. Functional testing. 7. Performance testing.

Exhibit 15-10

8. Operational testing.

C. Provide testing plan with test logs for each item of equipment and each system when specified. Include testing of alarms, control circuits, capacities, speeds, flows, pressures, vibrations, sound levels, and other parameters as defined in the appropriate specifications for each item of equipment.

D. Provide summary of shutdown and re-start requirements for existing water supply and control interface systems that are necessary to complete start-up of new equipment and systems.

E. Provide a Disinfection Plan subsection in the Start-up Plan to address the regulatory requirements for disinfection of each process element and associated yard piping prior to being put into service. The disinfection requirements must be integrated into the shutdown and re-start activities associated with tie-in activities with existing facilities and are coordinated with all stakeholders.

F. Revise and update start-up plan based upon review comments, actual progress, or to accommodate changes in the sequence of activities.

2.04 PERFORMANCE TESTING

A. Testing of the equipment for production oriented performance and the Energy Efficiency testing shall be completed on-site.

B. When Source Quality Control Testing is Specified: 1. Demonstrate equipment meets specified performance requirements. 2. Provide certified copies of test results. 3. Do not ship equipment until certified copies have received written acceptance

from OWNER”S PROJECT REPRESENTATIVE. Written acceptance does not constitute Final Acceptance.

4. Perform testing as specified in the equipment specification sections.

C. Include costs associated with witnessing performance tests in the bid price. Include costs for OWNER”S PROJECT REPRESENTATIVE for travel, lodging, transportation to and from lodging, and XX (amount to be determined during the design phase) Dollars meal allowance per person per day. If multiple trips are required for a specific performance test, EPCM shall be responsible for costs of all trips.

2.05 GENERAL START-UP AND TESTING PROCEDURES

A. Mechanical Systems: As specified in the individual equipment specification sections and Sections 15XXX and 15XXX (final specification sections will be determined during the design phase): 1. Remove rust preventatives and oils applied to protect equipment during

construction. 2. Flush lubrication systems and dispose of flushing oils. Recharge lubrication

system with lubricant recommended by manufacturer. 3. Flush fuel system and provide fuel for testing and start-up.

Exhibit 15-11

4. Install and adjust packing, mechanical seals, O-rings, and other seals. Replace defective seals.

5. Remove temporary supports, bracing, or other foreign objects installed to prevent damage during shipment, storage, and erection.

6. Check rotating machinery for correct direction of rotation and for freedom of moving parts before connecting driver.

7. Perform cold alignment and hot alignment to manufacturer's tolerances. 8. Adjust V-belt tension and variable pitch sheaves. 9. Inspect hand and motorized valves for proper adjustment. Tighten packing

glands to insure no leakage, but permit valve stems to rotate without galling. Verify valve seats are positioned for proper flow direction.

10. Tighten leaking flanges or replace flange gasket. Inspect screwed joints for leakage.

11. Install gratings, safety chains, handrails, shaft guards, and sidewalks prior to operational testing.

B. Electrical Systems: As specified in Section 16XXX (final specification sections will be determined during the design phase) and the individual equipment specification sections: 1. Perform insulation resistance tests on wiring except 120 volt lighting, wiring,

and control wiring inside electrical panels. 2. Perform continuity tests on grounding systems. 3. Test and set switchgear and circuit breaker relays for proper operation. 4. Perform direct current high potential tests on all cables that will operate at

more than 2,000 volts. Obtain services of independent testing lab to perform tests.

5. Check motors for actual full load amperage draw. Compare to nameplate value.

C. Instrumentation Systems: As specified in Section 17XXX (final specification sections will be determined during the design phase) and the individual equipment specification sections: 1. Bench or field calibrate instruments and make required adjustments and

control point settings. 2. Energize transmitting and control signal systems, verify proper operation,

ranges and settings.

2.06 FUNCTIONAL TESTING

A. Perform checkout and performance testing as specified in the individual equipment specification sections.

B. Functionally test mechanical and electrical equipment, and instrumentation and controls systems for proper operation after general start-up and testing tasks have been completed.

C. Demonstrate proper rotation, alignment, speed, flow, pressure, vibration, sound level, adjustments, and calibration. Perform initial checks in the presence of and with the assistance of the manufacturer's representative.

Exhibit 15-12

D. Demonstrate proper operation of each instrument loop function including alarms, local and remote controls, instrumentation and other equipment functions. Generate signals with test equipment to simulate operating conditions in each control mode.

E. Conduct continuous 8-hour test under full load conditions. Replace parts that operate improperly.

2.07 OPERATIONAL TESTING

A. After completion of operator training, conduct operational test of the entire facility. Demonstrate satisfactory operation of equipment and systems in actual operation.

B. Conduct operational test for continuous 30-day period.

C. OWNER will provide operations support personnel (OWNER’s staff and Pending Contract Operations Staff), power, fuel, and other consumables for duration of test, as defined in Article 1.02 for the Acceptance Testing.

D. Immediately correct defects in material, workmanship, or equipment, which became evident during operational test.

E. Repeat operational test when malfunctions or deficiencies cause shutdown or partial operation of the facility or results in performance that is less than specified.

2.08 CERTIFICATE OF PROPER INSTALLATION

A. At completion of Functional and Operational Testing, furnish written report prepared and signed by manufacturer's authorized representative, certifying equipment: 1. Has been properly installed, adjusted, aligned, and lubricated. 2. Is free of any stresses imposed by connecting piping or anchor bolts. 3. Is suitable for satisfactory full-time operation under full load conditions. 4. Operates within the allowable limits for vibration. 5. Controls, protective devices, instrumentation, and control panels furnished as

part of the equipment package are properly installed, calibrated, and functioning.

6. Control logic for start-up, shutdown, sequencing, interlocks, and emergency shutdown have been tested and are properly functioning.

B. Furnish written report prepared and signed by the electrical and/or instrumentation subcontractor certifying: 1. Motor control logic that resides in motor control centers, control panels, and

circuit boards furnished by the electrical and/or instrumentation subcontractor has been calibrated and tested and is properly operating.

2. Control logic for equipment start-up, shutdown, sequencing, interlocks and emergency shutdown has been tested and is properly operating.

3. Co-sign the reports along with the manufacturer's representative and subcontractors.

Exhibit 15-13

2.09 TRAINING OF OWNER'S PERSONNEL AND THIRD PARTY OPERATIONS CONTRACTOR

A. Provide operations and maintenance training for items of mechanical, electrical and instrumentation equipment. Utilize manufacturer's representatives to conduct training sessions.

B. Coordinate training sessions to prevent overlapping sessions. Arrange sessions so that individual operators and maintenance technicians do not attend more than 2 sessions per week.

C. Provide Operation and Maintenance Manual for specific pieces of equipment or systems 1 month prior to training session for that piece of equipment or system.

D. Satisfactorily complete functional testing before beginning formal operator training sessions during the 30-day Acceptance Test.

E. Provide training sessions for each work shift listed below during the time periods shown. Pooling of shifts will not be permitted unless accepted by OWNER. Shift

Day Tuesday, 7 a.m.-11 a.m. Thursday, 7 a.m.-11 a.m.

Swing Wednesday, 3 p.m.-7 p.m. Thursday, 3 p.m.-7 p.m.

Graveyard Monday, 11 p.m.-3 a.m. Wednesday, 11 p.m.-3 a.m.

F. Training Sessions: Provide training sessions for equipment as specified in the individual equipment specification sections.

Section Number

(1) Section title O&M Manual

Required

Minimum Number of Days for Actual

Training 11XXX Ozone Generation System and associated

sub-systems included with ozone system X 5

11XXX LOX Storage, ambient vaporizers and GOX feed system

X 2

11XXX Side stream ozone injection System X 5

113XX Submersible Pumps X 1

113XX Split Case Centrifugal Pumps X 1

134XX Valve and Gate Operators X 0.5

134XX Motorized Operators X 1

15XXX HVAC Systems X 0.5

15XXX Fire Suppression System X 0.5

16XXX Electrical Switchgear X 1

162XX Low Voltage Motors up to 500 Horsepower X 0.5

Exhibit 15-14

Section Number

(1) Section title O&M Manual

Required

Minimum Number of Days for Actual

Training 162XX Single Diesel Fueled Engine Generator

Above 200kW X 2

162XX Variable Frequency Drives 60 - 500 Horsepower

X 3

164XX Low Voltage Motor Control Centers X 1

170XX Process Control and Instrumentation General Requirements.

X 1*

172XX Instrument Specification- *For each instrument listed in Specifications

X 1*

17XXX Entire SCADA System including, PLC and Man/Machine Interface programming

X 20

(1) The final specification sections will be determined during the design phase)

G. The EPCM shall videotape all training sessions and provide a copy for the OWNER.

H. The EPCM shall designate and provide one or more persons to be responsible for coordinating and expediting training duties. The person or persons so designated shall be present at all training coordination meetings with the OWNER.

I. The EPCM’s coordinator shall coordinate the training periods with OWNER personnel and manufacturer’s representatives, and shall submit a training schedule for each piece of equipment or system for which training is to be provided. Such training schedule shall be submitted not less than 21 calendar days prior to the time that the associated training is to be provided and shall be based on the current plan of operation.

2.10 RECORD KEEPING

A. Maintain and submit following records generated during start-up and testing phase of Project: 1. Daily logs of equipment testing identifying all tests conducted and outcome. 2. Logs of time spent by manufacturer's representatives performing services on

the job site. 3. Equipment lubrication records. 4. Electrical phase, voltage, and amperage measurements. 5. Insulation resistance measurements. 6. Data sheets of control loop testing including testing and calibration of

instrumentation devices and setpoints.

PART 3 EXAMPLE - OZONE SYSTEM TESTING

Part 3 is provided in this exhibit as an example of the detailed ozone testing requirements that are referenced as part of Attachment D - Preliminary Design Package, Schedule A - Narrative

Exhibit 15-15

and Schedule C - Specifications and Typical Details. The final ozone testing requirements will be developed during the design phase and will represent the required adjustments that may be needed respective of the ozone generation equipment manufacturer and the EPCM design team recommendations.

3.01 SUMMARY

A. Section Includes: 1. Performance testing requirements for the three new ozone generators and

their power supplies provided at the Lithia Hydrogen Sulfide Removal Facility. 2. Work in this section shall be performed by the EPCM’s designated

representatives and the Ozone System Supplier.

B. Related Sections: 1. Section 11XXX (final specification sections will be determined during the

design phase)- Ozone Systems.

3.02 REFERENCES

A. Standard Methods for the Examination of Water and Wastewater, Current Edition.

B. Ozone Science and Engineering (International Ozone Association): 1. Volume 18, Guideline for Measurement of Ozone Concentration in the Process

Gas From an Ozone Generator, Rakness, et al., 1996.

3.03 DEFINITIONS

A. Average Rate of Energy Consumption (AVE-KW): The average value of the rate of energy consumption over a specific period of operation, measured in kilowatts (kW).

B. Time-Factored Specific Energy Consumption: The amount of energy consumed per pound of ozone produced (kWh/pound) at a specific production level, multiplied the percentage of the average day during which the generator would operate at the given production level.

C. Ozone Generator Specific Energy Consumption (SEC): The amount of energy consumed per pound of ozone produced (kWh/pound) during operation under a specific set of operating conditions.

3.04 PERFORMANCE TESTING GENERAL CRITERIA

A. Ozone Generator Performance Testing General Protocol: The EPCM and/or Ozone System Supplier shall conduct the following performance tests on each ozone generator: 1. Energy Consumption Efficiency (ECE) Test: Designed to evaluate the energy

required to produce specific amounts of ozone by each generator at various levels of generator operation and at average cooling water temperatures.

2. Design Production Capacity (DPC) Test: Designed to evaluate the design production capacity of the entire ozone system and the associated energy consumed, under design cooling water conditions.

Exhibit 15-16

B. Ozone Injection Performance Testing General Protocol: The EPCM and/or side stream ozone injections system supplier shall conduct the following performance tests the Side Stream Ozone Injection System 1. Energy Consumption Efficiency (ECE) Test: Designed to evaluate the energy

required to transfer specific amounts of ozone into the side stream and main flow stream at various ozone generator and side stream injection system operational configurations. a. Minimum treatment capacity and minimum ozone demand (at minimum

hydrogen sulfide concentrations) b. Minimum treatment capacity and average ozone demand (at average

hydrogen sulfide concentrations) c. Average treatment capacity and maximum ozone demand (at maximum

worst case @ 24 mgd hydrogen sulfide concentrations) d. Maximum treatment capacity and average ozone demand (at average

hydrogen sulfide concentrations)

C. Performance Testing Period: 1. The operational configurations during the performance-testing period will be

dictated by the water system demands, available treated water storage capacity, and the hydrogen sulfide concentrations of the water supply.

2. All performance testing shall be completed within ninety days of Substantial Completion of the project at a time agreed upon by the OWNER”S PROJECT REPRESENTATIVE.

3. All testing, including the pretesting procedures, shall be started and completed on weekdays, exclusive of the Owner’s Holidays, within the hours of 7:00 am and 6:00 pm.

D. Performance Testing Equipment and Instrumentation: Use power monitoring equipment and instrumentation incorporated into each ozone generation control system during the performance testing.

E. Ozone System Supplier Responsibility: Unless otherwise specified, the Ozone System Supplier shall be responsible for all aspects of the performance testing, modifications and retesting if required, as specified herein, including, but not limited to the following: 1. Develop performance test protocol and submit protocol to OWNER”S

PROJECT REPRESENTATIVE at least 30 days prior to testing period. 2. Provide independent calibration for all instrumentation associated with the

performance testing as specified herein. 3. Provide personnel to operate all elements of the ozone system as defined in

Section 11 XXX (final specification sections will be determined during the design phase) during the performance testing, including the pretesting, and to conduct all aspects of the performance testing including the following: a. Provide personnel to make pretest adjustments to the ozone system and

to set up each performance test. b. Collect and label all samples for laboratory analysis; c. Perform all required laboratory analyses; d. Make necessary field adjustments; e. Collect and record all data necessary to document system performance;

and f. Prepare reports with testing results.

Exhibit 15-17

4. Provide, install and maintain any temporary monitoring equipment and meters required to complete the performance testing.

5. Provide personnel to perform any system modifications and operate the ozone system during any retesting.

F. OWNER’s Responsibility: 1. Provide electricity, liquid oxygen, associated chemicals and personnel

(OWNER’s staff and Pending Contract Operations Staff) to assist the EPCM commissioning staff and the ozone equipment manufacturer’s staff with operating the plant, including the ozone systems, during the pretest and the performance test periods.

2. The OWNER’s Engineer will provide additional services of a consultant to observe test procedures, test results, and perform on-site analyses.

3.05 SUBMITTALS

A. Qualifications Documentation: At least 30 days prior to the start of the performance testing, the Ozone System Supplier shall submit documentation specified under Article 3.06.

B. Performance Testing Protocol: At least 30 days prior to the start of the performance testing, the Ozone System Supplier shall submit a complete description of the planned performance testing, including a minimum of the following information: 1. Approximate date of each performance test. 2. A detailed protocol for each performance test. 3. Approximate duration of pretest and performance test periods. 4. A description of any field adjustments that may be made by the Ozone System

Supplier.

C. Calibration Data: At least seven days prior to the start of the performance testing, the Ozone System Supplier shall submit documentation to show that all instrumentation associated with the performance testing has been calibrated in accordance with Paragraph 3.01.B.

D. Performance Testing Results Report: Within 30 days of the successful completion of the performance testing, the Ozone System Supplier shall submit five copies of a report to document the performance testing. At the minimum, the report shall include the following: 1. A complete description of the performance testing procedures with emphasis

on any deviations from the proposed protocol previously submitted. 2. Complete results of the performance testing including all laboratory analysis

data. 3. A description of any failures (relative to the test criteria identified by the

process defined Paragraph 3.05 D), the required adjustments and the results of the retesting.

4. A certification section verifying the authenticity of the report with the signature of the representative of the Ozone System Supplier.

Exhibit 15-18

3.06 QUALITY ASSURANCE

A. Ozone System Supplier Representative Qualifications: The primary representative of the Ozone System Supplier shall have performed a minimum of one other ozone system performance test on a system of similar size within the previous two years. The name and phone number of a reference related to the experience shall be included in the submittal.

B. Third Party Agents or Consultants: Any outside agency or consultant participating in the performance testing, including the testing laboratory and the calibration consultant, shall be approved to practice and meet minimum industry standards.

PART 4 EXECUTION OF OZONE TESTING

Part 4 is provided in this exhibit as an example of the ozone testing execution requirements that are referenced as part of Attachment D - Preliminary Design Package, Schedule A - Narrative and Schedule C - Specifications and Typical Details. The final ozone testing execution requirements will be developed during the design phase and will represent the required adjustments that may be needed respective of the ozone generation equipment manufacturer and the EPCM design team recommendations.

4.01 OZONE GENERATOR GENERAL PERFORMANCE TESTING REQUIREMENTS

A. Performance Tests: Conduct the following performance tests, as specified herein, on each new ozone generator: 1. Energy Consumption Efficiency Test. 2. Maximum Production Capacity Test.

B. Calibration of Testing Equipment: 1. Approximately 30 days prior to the initiation of any performance test, the

Ozone System Supplier shall commission an independent contractor to calibrate all instrumentation associated with the performance testing with the exception of the high concentration ozone analyzers.

2. Adjust the high concentration ozone analyzer to reflect sample cell temperature and pressure. Verify the accuracy of each high concentration ozone analyzer by the procedure given as Method B - Instrument (UV) Method Verified by Wet-Chemistry as described by Rakness, et al.

3. If retesting of any generator or an entire ozone system is required, the Ozone System Supplier shall have the independent contractor recalibrate all instruments associated with the retest if they have not been calibrated within the previous 30 days and submit that information to the OWNER”S PROJECT REPRESENTATIVE prior to retesting.

C. Cooling Systems: 1. The ozone generators shall only be cooled with non-potable water on the

open-loop portion of the cooling system from the Lithia Well Field source water conveyance system as provided by the design of each ozone system, with a range of quality as specified in Section 11 XXX (final specification sections will be determined during the design phase).

Exhibit 15-19

2. Power supplies shall only be cooled with systems provided and installed as permanent components of the ozone system.

D. Energy Consumption Measurement: 1. Measure rate of energy consumption, in kilowatts (kW), for each generator at

the generator power meter located in the ozone system motor control center. Average the rate of energy consumption over each specific testing period to determine the AVE-KW used in the calculations.

E. Ozone Production Measurement: Base the ozone production calculation on the mass gas flow rate and gas phase ozone concentration in accordance with the following: 1. Measure gas flow at the orifice plate flow meters located on the GOX piping

immediately upstream of each ozone generator. Adjust for actual pressure and temperature conditions.

2. Measure gas phase ozone concentration by the procedure given as Method B - Instrument (UV) Method Verified by Wet-Chemistry as described by Rakness, et al.

F. Product Gas Concentration: The ozone product gas concentration shall be within the range of 11.75 percent to 12.25 percent during all tests.

G. Flow Rate Deviation: The calculated ozone mass flow rate for a specific energy consumption test shall be within one percent of the desired production level.

H. Data Collection: 1. Direct readings from the instruments shall be used in the calculations to

determine conformance with the Specifications. 2. Readings shall be obtained from digital trends from the ozone system control

system or by manually recording the values directly from the instrument. 3. Record (and round if necessary) to the level of accuracy of the instrument

before any calculations. 4. Collect manual instrument readings at 30-minute intervals during the

performance tests. Average the data collected during each test before the calculations.

5. There shall be no adjustment to readings or calculations due to random or systematic instrumentation error or accuracy limitations.

I. Equipment Operation During Performance Testing: 1. Operate all ozone equipment, as defined in Section 11 XXX (final specification

sections will be determined during the design phase), as it was designed to operate in the automatic mode.

2. Operate ozone injection system under normal hydraulic conditions.

J. Equipment Modifications: The Ozone System Supplier shall be responsible for all ozone system modifications in accordance with the following: 1. If any aspect of the performance testing is not satisfied, modify equipment as

required so that the entire ozone system conforms with the Specifications at the expense of the Ozone System Supplier.

2. All modifications shall be reviewed and accepted by the OWNER’s PROJECT REPRESENTATIVE and shall conform to the Drawings and Specifications.

Exhibit 15-20

3. Design all modifications to be permanently installed for continuous service. 4. Maintain, as much as practical, ozone system operation prior to and during the

modifications. Provide temporary facilities and make temporary modifications as necessary to keep the ozone system in operation prior to and during the modifications.

5. The Ozone System Supplier shall document all modifications and amend the operations and maintenance manuals and record drawings to reflect the modifications.

K. Retesting: The Ozone System Supplier shall be responsible for all retesting in accordance with the following: 1. Reconduct the performance testing in the event of any system fails to meet the

testing protocol or the performance criteria specified herein, in accordance with the following: a. If a generator fails the ECE test and has not yet passed the DPC test,

modify the generator as required and reconduct the ECE test on that generator.

b. If a generator fails the ECE test and has already passed the DPC test, modify the generator as required and reconduct the ECE test on that generator and the DPC on that system with that generator in service.

c. If an ozone system fails the DPC test, modify the system as required and reconduct all performance tests specified herein.

d. If a process parameter (i.e., cooling water temperature or flow rate or ozone mass flow rate) varies from the range specified herein, immediately reconduct only the specific performance testing unless significant modifications, as judged by the OWNER”S PROJECT REPRESENTATIVE, are required.

2. Complete all retesting within six months after completion of the start of the performance testing.

3. Recalibrate all instrumentation associated with the retest in accordance with specified requirements for testing equipment if the instrumentation had not be calibrated within the 30 days immediately prior to the retest.

4. Reimburse the OWNER for all OWNER’s labor costs associated with the retesting, including engineering fees and administration costs.

4.02 ENERGY CONSUMPTION EFFICIENCY TESTS

A. Conduct the ECE tests on each new ozone generator.

B. Cooling Water Temperature: Conduct the ECE tests when the non-potable water supply temperature is 75 degrees F plus or minus two degrees F or adjust the AVE-KW values in accordance with the efficiency versus cooling water temperature curves for the new ozone generators as submitted by the Ozone System Supplier.

C. Test Production Capacities: Test each new generator at the following generator operating capacities at a concentration of 12% by weight: 1. 1500 pounds ozone per day. 2. 940 pounds ozone per day. 3. 500 pounds ozone per day.

Exhibit 15-21

4.03 DESIGN PRODUCTION CAPACITY TESTS

A. Conduct the DPC tests on each new ozone generator.

B. Cooling Water Temperature: Conduct the DPC tests when the plant’s non-potable water supply temperature is greater than 75 degrees F.

C. Operate each ozone generator at design capacity and under design conditions, as specified in Section 112XX (final specification sections will be determined during the design phase), during the DPC test.

4.04 ENERGY CONSUMPTION EFFICIENCY TESTING PROCEDURE

A. Conduct the following ECE testing procedure on each new ozone generator: 1. Immediately prior to the ECE testing, operate the generator at an operating

level greater than 1500 pounds ozone per day for a minimum of two hours. 2. Reduce the operating level of the generator to a stable production level of

1500 pounds ozone per day. 3. Operate the generator at the 1500 - pounds ozone per day operating level for

two hours. Record the rate of energy consumption, in kW, during the test as specified herein.

4. Reduce the operating level of the generator to a stable operating level of 940 pounds per day.

5. Operate the generator at the 940 - pounds ozone per day operating level for two hours. Record the rate of energy consumption, in kW, during the test as specified herein.

6. Reduce the operating level of the generator to a stable operating level of 500 pounds per day.

7. Operate the generator at the 500 - pounds ozone per day operating level for two hours. Record the rate of energy consumption, in kW, during the test as specified herein.

B. Calculations: Calculate the ozone generator actual SEC (kW-h/pound ozone) for these operating conditions by summing the time-factored specific energy consumption at each of the operating levels according the following equation:

(AVE-KW1500 ppd kW/(1500 x 0.0417) x 0.30 + (AVE-KW940 ppd kW/(940 x 0.0417) x 0.40 + (AVE-KW500 ppd kW/(500 x 0.0417) x 0.30 = _______________________________________

Actual specific energy consumption, SECACT for these operating conditions

4.05 DESIGN PRODUCTION CAPACITY TESTING PROTOCOL

A. Conduct the following DPC testing protocol on each new ozone generator: 1. Immediately prior to each DPC testing, operate the ozone generator to be

tested at the system design production capacity under design operating conditions, as specified in Section 112XX, for a minimum of six hours.

Exhibit 15-22

2. Following the pretest period, operate the ozone generator being tested at the design production capacity under design operating conditions, as specified in Section 112XX, for a minimum of two hours. Record mass flow rate of ozone being produced, in lb/day, and the rate of energy consumption, in kW, during the test as specified herein.

3. Calculate the actual specific energy consumption, SECACT, under design production conditions by the following equation:

SECACT= kW x 24

Ozone Generator Design Production Capacity

END OF EXHIBIT 15

Exhibit 16-1

Lithia Hydrogen Sulfide Removal Facility

Exhibit 16 – Open Book Criteria and Requirements 16.1 INTRODUCTION – This Exhibit outlines the Open Book Criteria and Requirements that will be used in the development of the GMP in the Project Design Phase and used in the administration of Project Construction Phase of the Lithia Hydrogen Sulfide Removal Facility. The Lithia Hydrogen Sulfide Removal Facility Construction Phase Work (hereinafter referred to as “Work”) and the GMP shall be administered on an Open Book arrangement relative to all costs, fees, expenses and other charges for the work. All bid packages, bids, bid awards and subcontracts, sole source determinations, requests for payment and invoices for the work, and any other documents requested by Tampa Bay Water, hereinafter referred to as the Owner, shall be reviewed by the Owner to verify that charges and costs reflected therein and payments requested are reasonable, necessary, and within the GMP. All requests for payment or invoices submitted by the EPCM shall be accompanied by sufficient documentation and records that allow the Owner to conduct an Open Book review and verify that all costs, fees, expenses and charges reflected therein are reasonable and necessary. The minimum required deliverables to be submitted to the Owner include, but are not limited to, the deliverables listed in Exhibit 3, as well as deliverables required in any other parts of the Construction Phase Services Agreement. 16.2 COST OF THE WORK – The term Cost of the Work shall mean costs reasonably incurred by the EPCM in the proper performance of the Work. For each Subcontract, Material Purchase Order, and Process Equipment Purchase Order that exceeds $50,000.00, the EPCM shall solicit and obtain a minimum of three (3) competitive bids as further explained in paragraph 16.7 below, unless specifically waived in writing by the Owner for each procurement. 16.3 GUARANTEED MAXIMUM PRICE (GMP) – The Guaranteed Maximum Price for the overall project is identified and set forth in Exhibit 3. The Cost of the Work contained in the GMP shall include, but is not limited to the following:

.1 Wages of direct employees of the EPCM performing the Work at the Site or, with Owner’s agreement, at locations off the Site, provided, however, that the costs for those employees of the EPCM performing design services shall be calculated on the basis of prevailing market rates for personnel performing such services or, if applicable, those rates set forth in an exhibit to this Agreement.

.2 Wages or salaries of the EPCM’s supervisory and administrative

personnel engaged in the performance of the Work and who are located at the site or working off-site to assist in the production or transportation of material and equipment necessary for the Work.

Exhibit 16-2

.3 Wages or salaries of the EPCM’s personnel stationed at the EPCM’s principal or branch offices and performing project related engineering, procurement, construction management, start-up, commissioning, training, and administration services will be included in the fixed fee, and billed to the project as a percent of the direct costs.

.4 Wages or salaries of the EPCM’s or subcontractor’s construction craft

personnel engaged in the performance of the Work and who are located at the site or working offsite to assist in the production or transportation of material and equipment necessary for the Work.

.5 Payments properly made by the EPCM to Contractors, Subcontractors

and Design Consultants for performance of portions of the Work, including any insurance and bond premiums incurred by Contractors, Subcontractors and Design Consultants.

.6 Costs, including transportation, inspection, testing, storage, and handling,

of materials, equipment and supplies incorporated or reasonably used in completing the Work.

.7 Costs less salvage value of materials, supplies, temporary facilities,

machinery, equipment and hand tools not customarily owned by the workers that are not fully consumed in the performance of the Work and which remain the property of the EPCM, including the costs of transporting, inspecting, testing, handling, installing, maintaining, dismantling and removing such items.

.8 Costs of removal of debris and waste from the Site.

.9 The reasonable costs and expenses incurred in establishing, operating

and demobilizing the Site office, including the cost of facsimile transmissions, long distance telephone calls, postage and express delivery charges, telephone service, photocopying and reasonable petty cash expenses.

.10 Rental charges and the costs of transportation, installation, minor repairs

and replacements, dismantling and removal of temporary facilities, machinery, equipment and hand tools not customarily owned by the workers, which are provided by the EPCM at the Site, whether rented from the EPCM or others, and incurred in the performance of the Work.

.11 Premiums for required insurance and bonds for the performance of the

Work.

.12 All fuel costs incurred in the performance of the Work. The Owner will provide and pay reasonable costs for electricity, water and sanitary sewage disposal during the construction, start-up, and commissioning period. The EPCM will include in their GMP all costs to make temporary connections for these Owner furnished utilities. The EPCM will ensure

Exhibit 16-3

that any waste disposed of in the sewage connection is of acceptable quality to the receiving entity.

.13 Owner will procure equipment and materials necessary to construct the

Work through a sales tax exemption process referred to as Owner’s Direct Purchase (ODP) as defined in Exhibit 13.

.14 Costs for permits, royalties, licenses, tests, and inspections incurred by

the EPCM as a requirement of the Agreement.

.15 Costs incurred in preventing damage, injury, or loss in case of an emergency affecting the safety of persons and property.

.16 Costs for offsite storage of equipment and materials as approved by the

Owner in advance and in writing.

.17 Costs for all factory start-up services, training, and spare parts required for a complete and functioning Lithia Hydrogen Sulfide Removal Facility.

.18 All other costs necessary to design, construct, start-up, and achieve final

completion and acceptance of the Work by Owner, in complete accordance with the EPCM Design Package contract documents and standard industry practice. The GMP shall include all costs for a complete and functioning Lithia Hydrogen Sulfide Removal Facility, which meets or exceeds all performance criteria in the Construction Phase Services Agreement, including all costs for items, which are required to design, construct, and start-up the Lithia Hydrogen Sulfide Removal Facility, regardless of whether or not information or details are specifically shown, specified, or inferred.

16.4 SEPARATE MAXIMUM PRICE FOR THE EPCM’S FIELD MANAGEMENT – A separate Maximum Price shall be agreed upon for the EPCM ’s Field Management required for the overall project, and this price shall be clearly identified in the GMP as a separate Maximum Price within the overall project GMP. A detailed line breakdown will be provided in the GMP review package for all costs included in the Maximum Price for the EPCM ’s Field Management. This Maximum Price will not include the EPCM ’s Fixed Fee (OH & P), as this Fee is contained in another line item in the overall project GMP. 16.5 SEPARATE MAXIMUM PRICE FOR CONSTRUCTION PHASE ENGINEERING SERVICES – A separate Maximum Price shall be identified for Construction Phase Engineering Services for the Lithia Hydrogen Sulfide Removal Facility, including the EPCM’s costs as well as any and all consultants and subconsultants costs, and the price shall be clearly identified in the GMP as a separate Maximum Price within the overall project GMP. A detailed breakdown will be provided in the GMP review package for all costs included in the GMP for Construction Phase Engineering Services. 16.6 NON-REIMBURSABLE COSTS – The following shall be excluded from the Cost of the Work:

Exhibit 16-4

.1 Compensation for the EPCM and subcontractor personnel stationed at

the individual entities’ principal or branch offices, except as provided for in Sections 16.3.1, 16.3.2, and 16.3.3 hereof.

.2 Overhead and general expenses, except as provided for in Section 16.3.3

hereof, or which may be recoverable for changes to the Work.

.3 The cost of the EPCM’s and subcontractor’s capital used in the performance of the Work.

.4 Costs that would cause the GMP, as adjusted in accordance with the

Construction Phase Services Agreement Documents to be exceeded.

.5 Costs incurred by the EPCM and or/Subcontractors for employee benefits, premiums, taxes, insurance, contributions and assessments required by law, collective bargaining agreements, or which are customarily paid by the EPCM, or their subcontractors, to the extent such costs are based on wages and salaries paid to employees of the EPCM or subcontractors covered under Sections 16.3.1 through 16.3.4 hereof.

.6 The reasonable portion of the cost of travel, accommodations and meals

for the EPCM’s and subcontractor’s personnel necessarily and directly incurred in connection with the performance of the Work. These costs shall be included in the Fixed Fee percentage.

.7 Costs that would cause the Maximum Price for the EPCM Field

Management, identified in 16.4 above, to be exceeded.

.8 Costs that would cause the Maximum Price for Construction Phase Engineering Services for the Work, identified in 16.5 above, to be exceeded.

16.7 COMPETITIVE BIDDING PROCESS – For each Subcontract, Material Purchase Order, and Process Equipment Purchase Order that exceeds $50,000.00, the EPCM shall solicit and obtain a minimum of three (3) competitive bids, unless specifically waived in writing by the Owner for each procurement. The following outlines the procedures for the bidding process: .1 Prospective Bidders – Qualified firms will be identified by the EPCM for

each Bid Package, and a Master Bidders List will be maintained. .2 Prequalification of Subcontractors – All subcontractors shall be pre-

qualified by the EPCM and approved by the Owner prior to receiving a Bid Package. The prequalification package shall contain as a minimum, a Safety and Health Questionnaire, Financial Questionnaire, Project Experience information, references from previous projects, and any other related information. Prequalification criteria shall be developed by the EPCM, approved by Owner, and used to evaluate all subcontractors who

Exhibit 16-5

submit prequalification packages. All subcontractors who meet the prequalification criteria shall be allowed to bid on the work for which they are pre-qualified.

As a minimum, sub-contractors must meet the following requirements in

order to be allowed to bid work on this project:

a. Experience Modification Rate (EMR) for each of the past three premium years equal to or less than 1.0

b. Successful completion of three (3) similar water treatment plants within the past five (5) years, which are similar in size and complexity.

c. Ability to provide sufficient Bonding and Insurance coverage as required by the EPCM and approved by Owner

d. Any other requirements established by the EPCM and Owner .3 Pre-Bid Review of Bid Packages – All Bid Packages for subcontractors,

material suppliers, and process equipment procurement shall be submitted for review to the Owner prior to issuing for bids.

.4 Bid openings – All bids will be opened in accordance with the EPCM ’s

standard policy and as approved by Owner. .5 Non-Collusion Affidavits – The EPCM and all subcontractors and

suppliers are required to fully comply with the requirements contained in the Construction Phase Services Agreement. All subcontractors and suppliers shall submit a non-collusion affidavit in substantially the same form as provided in Exhibit 13 prior to or at the time of subcontract or purchase order execution.

.6 Post-Bid Review of Bids – The EPCM shall submit to Owner, copies of all

bids submitted for each bid package, accompanied by a Bid Tabulation Form and a recommendation for award. The Owner reserves the right to reject any bid.

16.8 SUBCONTRACTS AND PURCHASE ORDERS – The EPCM will provide copies of all executed subcontracts and purchase orders to the Owner for review. Copies of all executed Change Orders to subcontractors, material suppliers, and process equipment suppliers will also be provided. 16.9 SELF-PERFORMING WORK – Upon written approval from Owner, the EPCM shall be eligible to self-perform or subcontract certain portions of Work on the Project that is not competitively bid such as general Work or services required for use by all subcontractors, Work where competitive bidding is deemed impractical or inappropriate, when Work is done on an emergency basis, when other Work needing to be performed expeditiously where time required for bidding would seriously delay the Project, or other Work where it is in the interest of the Owner to have the EPCM perform the Work. The cost of this Work shall be negotiated as a lump sum price or done on a time-and-material basis. The Owner shall approve, in writing having the EPCM perform such

Exhibit 16-6

Work prior to the EPCM performing such Work, except verbal approval is required and acceptable for Work done on an emergency basis. On non-emergency work and non-critical path Work, the EPCM will provide a price and schedule to the Owner for such Work, and the Owner shall have 21 days to approve price and schedule. 16.10 BILLING PROCESS – Monthly Pay Applications shall be submitted to the Owner by the EPCM. The Monthly Pay Application Package format for the EPCM, consultants, and subcontractors shall be submitted prior to the first billing for review and approval by Owner. Each Pay Application package will include: .1 Master Cost Report .2 Updated Master Project Schedule .3 Master Invoice Form .4 Cost of the EPCM ’s Field management Costs based on a percent complete

and a schedule of values approved by Owner .5 Construction Phase Engineering costs based on a percent complete and a

Schedule of Values approved by Owner .6 Schedule of Values for the EPCM, any Engineering Consultant, and each

subcontractor showing percent complete .7 Copies of invoices from material and equipment suppliers .8 Appropriate Lien Waivers and other required documentation shall be provided .9 List of stored material and equipment .10 Any other documentation requested by the Owner as agreed to by the parties 16.11 OPEN BOOK DELIVERABLES - Deliverables required to be submitted to Owner, either initially, or on an ongoing monthly basis, include, but are not limited to the following. Any information not specifically listed, will be submitted, upon request, to the Owner in order to conduct an Open Book review and verify all costs.

.1 Monthly Deliverables

a. Monthly Pay Application including all required back-up data b. Master Project Cost Report (updated monthly) c. Master Project Schedule (updated monthly) d. Contingency Register (updated monthly) e. Change Order Register (updated monthly) f. Any other documentation requested by Owner, as agreed to by

the parties. .2 Procurement and Construction Phase Deliverables

a. Master Bidders List b. Subcontractor Pre-Qualification Packages c. Copies of Subcontractor Bid Packages d. Copies of Major Material Bid Packages, if not included in the

general contractors scope e. Copies of Process Equipment Bid Packages, if not included in the

general contractors scope f. Market Value Analysis of all sole source equipment

procurements

Exhibit 16-7

g. Copies of all Subcontracts h. Copies of all Purchase Orders i. Copies of all change orders j. Non-Collusion Affidavits for all Subcontractors k. Any other documents requested by Owner.

16.12 SOLE-SOURCE EQUIPMENT PROCUREMENT – For all major Process Equipment (defined as all treatment process and hydraulic conveyance related equipment that has a purchase price greater than $5000) or subcontracts which may be procured from a sole-source by the EPCM without receiving three (3) competitive bids, the EPCM shall provide, for each piece of major Process Equipment, documentation listing the purchase price of three (3) similar systems procured within 24 months.

Sole Source List Description 1 TBD TBD 2 TBD TBD N TBD TBD 16.13 SUBCONTRACT BID PACKAGES – For each direct hired Subcontract that exceeds $50,000.00, the EPCM shall solicit and obtain a minimum of three (3) competitive bids, unless specifically waived in writing by the Owner for each procurement. At a minimum, the EPCM shall develop Bid Packages and obtain competitive bids for the following Bid Packages, subject to review and approval by Owner:

# Sub-Contractor Base on EPCM Design Package1 TBD TBD 2 TBD TBD N TBD TBD 16.14 PROCESS EQUIPMENT AND MAJOR MATERIAL BID PACKAGES - For each Major Process Equipment Package and Major Material Bid Package (defined as materials needed to complete the work that have an aggregate purchase price value of greater than $50,000), the EPCM shall solicit and obtain a minimum of three (3) competitive bids, unless specifically waived in writing by the Owner for each procurement.

# Equipment Base on EPCM Design Package 1 TBD TBD 2 TBD TBD N TBD TBD 16.15 USE OF CONTINGENCY – The contingency shall be included in the GMP and shall be clearly identified. Prior to the use of any contingency, the EPCM shall provide the Owner with a written request for approval detailing the costs anticipated to be

Exhibit 16-8

charged against the contingency, the basis for requiring the use of the contingency, and then must receive Owner’s written approval of the use of the contingency, which shall not be unreasonably withheld. The contingency shall not be used for escalation of costs for labor or materials post issuance of an applicable purchase order or contract, schedule acceleration, out of scope work, cost overruns associated with the EPCM's field and home office management services, and cost overruns associated with design services. Any savings within any of the Categories of Charges within the GMP shall accrue and be allocated to the contingency. Any other contingency funds included in the GMP by the EPCM and/or all subcontractors, process equipment suppliers, major material suppliers, design consultants, and other parties performing work or supplying materials and services on the project, shall also be clearly identified in the GMP. A contingency register, updated monthly, shall be submitted with each pay application. Once the majority of all procurement and bid packages are bid, any savings from these bid packages shall become part of the project contingency, and the use of these funds, must be approved in writing by the Owner as outlined above. Contingency shall not be used for the following unless approved in advance, in writing, by Owner:

.1 Labor Cost Escalations .2 Material Cost Escalations .3 Schedule Acceleration .4 Cost overruns associated with the EPCM’s Field and Home Office

Management

16.16 OPEN BOOK REVIEW OF GMP DOCUMENTATION – A minimum of ninety (90) working days shall be allowed after receipt of the EPCM’s GMP r for the Owner to review and decide whether to accept the EPCM’s GMP Proposal. This includes the Open Book review of Bid Packages, Subcontracts, Purchase Orders, Consultant’s Contracts, and any other information requested by Owner. 16.17 FIXED FEE – For performing the Work, the EPCM and the Owner agree that EPCM will be paid a Fixed Fee of (X.X% to be negotiated) to cover EPCM’s overhead and (Y.Y% to be negotiated) to cover EPCM’s margin fee. The EPCM’s Fixed Fee is included in the total GMP. For each pay application, EPCM shall charge the Owner a Fixed Fee for costs incurred to date (excluding any applicable retainage until such retainage is due and payable). The overhead portion of the Fixed Fee will not be paid on the EPCM Field Management cost. The total Fixed Fee is equal to the sum of (i) the costs minus the EPCM Field Management cost multiplied by (X.X% to be negotiated) for the overhead fee; and (ii) the costs multiplied by (Y.Y% to be negotiated) for the margin fee. A detailed line item breakdown will be included in the GMP review package for all costs, which are included in the Fixed Fee. EPCM’s Fixed Fee shall apply to all costs incurred by EPCM in connection with the Work (except overhead on EPCM Field Management) including any costs included within the contingency that is part of the GMP and any Allowance items. Sample calculations: 

Exhibit 16-9

For all line items but EPCM Field Management: Fixed Fee = Line Item Cost * 0.0XX + Line Item Cost * 0.0YY For EPCM Field Management line item: Fixed Fee = Line Item Cost * 0.0YY 16.18 The EPCM shall include in Exhibit 9, unit prices for T&M work, including, but not limited to unit prices for labor, equipment, and materials. The Owner reserves the right to negotiate these rates after receipt of subcontractor bids by the EPCM. 16.19 USE OF OWNER’S ALLOWANCE – The GMP shall include an Owner’s Allowance that is to be used at the full and absolute discretion of the Owner.