EDWARDS AQUIFER AUTHORITY REQUEST FOR PROPOSALS FOR FINANCIAL

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					                        EDWARDS AQUIFER AUTHORITY
                          REQUEST FOR PROPOSALS
                          FOR FINANCIAL ADVISOR
                           PROPOSAL #100-09-AD\P


The Edwards Aquifer Authority invites qualified firms or individuals to submit sealed
proposals for Financial Advisor to recommend and advise the Authority on project
financing.

Proposal specifications will be available at 1615 N. St. Mary's, San Antonio, TX 78215,
on Monday, October 26, 2009.

A mandatory pre-proposal conference is scheduled for Thursday, November 12, 2009 at
10:00 a.m., at the Authority office.

The deadline for proposals is 3:00 p.m., Wednesday, November 18, 2009.

For more information contact Ms. Cyndi Holman, Procurement Specialist, at (210) 222-
2204 or visit www.edwardsaquifer.org.
35-A\4-1.1

October 26, 2009


Dear Interested Offeror:

The Edwards Aquifer Authority (the "Authority") is requesting proposals from qualified
firms to serve as Financial Advisor to recommend and advise the Authority on project
financing.

Attached is the proposal package. Please complete the attached Proposal Summary in
triplicate (Attachment A1), Cost Proposal Summary (Attachment A2), and Client
Reference forms (Attachments B1-B3) and submit to:

                       Ms. Cyndi Holman
                       Procurement Specialist
                       Edwards Aquifer Authority
                       1615 N. St. Mary's
                       San Antonio, TX 78215

Proposals must be submitted only on the attached proposal summary forms and are to be
sealed with "FINANCIAL ADVISOR PROPOSAL" indicated on the top of the envelope.
Proposals are due in the Authority offices no later than 3:00 p.m., Wednesday, November
18, 2009, at which time the proposals will be opened. PROPOSALS RECEIVED
AFTER THE DEADLINE WILL NOT BE ACCEPTED AND WILL BE
RETURNED IMMEDIATELY UNOPENED.

Proposals offering less than 90 calendar days for acceptance by the Authority from the
date set for opening will be considered nonresponsive and will be rejected.

The Authority reserves the right to reject any and all proposals.

A mandatory pre-proposal conference is scheduled for Thursday, November 12, 2009at
10:00 a.m., at the Authority office.

If you have any questions, please call Ms. Holman at (210) 222-2204.

Sincerely,


Velma R. Danielson
General Manager
                    REQUEST FOR PROPOSALS FOR
                        FINANCIAL ADVISOR
                               FOR
                   EDWARDS AQUIFER AUTHORITY

                      PROPOSAL NO. 100-09-AD/P




                                Issued by:

                   Velma R. Danielson, General Manager
                       Edwards Aquifer Authority
                        1615 N. St. Mary's Street
                         San Antonio, TX 78215
                             (210) 222-2204




Issue Date:        Monday, October 26, 2009

Proposals Close:   Wednesday, November 18, 2009

Time:              3:00 p.m., Central Time




                                 1 of 18
                                SECTION 1
                  PROJECT INTRODUCTION AND BACKGROUND


1.1 PURPOSE OF REQUEST FOR PROPOSALS (RFP)

The Edwards Aquifer Authority, located in San Antonio, Texas, is soliciting proposals
for individual(s) or firms to serve as a Financial Advisor to the Authority to counsel and
advise the Authority with regard to project financing.


1.2 DESCRIPTION OF PROPOSED PROJECT

The Authority has identified the potential need for debt issuance for future and current
projects.

Current: The Authority is currently in the process of planning for the renovation,
expansion and construction of its main office facility located at 1615 N. St. Mary’s
Street, San Antonio, TX 78215. The Authority’s main building currently consists of
approximately 12,000 square feet of office space. The Authority is planning to expand
this facility to between 40,000 to 50,000 square feet of office space at an estimated cost
of no more than $10 million.

Future: Within the next five years, the Authority anticipates the potential need to issue
debt to fund aquifer recharge structures. These dams would slow the flow on select rivers
and streams long enough to allow seepage into the naturally porous limestone of the
aquifer recharge zone. The Authority is in the early stages of developing a program to
build recharge structures. The cost to build these structures is unknown but is likely to be
several million dollars each.

The role of the Financial Advisor would be primarily three-fold:

   1. Serve as the Authority’s consultant on debt financing options.
   2. Provide independent financial advice and serve solely the interests of the
      Authority.
   3. Assist Authority staff in negotiating key business points with regard to debt
      issuance to accomplish the Authority’s objectives.


1.3 PROJECT SCHEDULE

The following is the tentative schedule for selection and award of the Authority's
procurement:




                                          2 of 11
       Description                  Date


RFP Advertisements                  Sunday, October 25, 2009
                                    Sunday, November 1, 2009
                                    Sunday, November 8, 2009

Pre-Proposal Meeting                Thursday, November 12, 2009
                                    10:00 a.m., Central Time

Last Date for Questions             Thursday, November 12, 2009
                                    10:00 a.m., Central Time

Proposals Close                     Wednesday, November 18 2009
                                    3:00 p.m., Central Time




                          3 of 11
                                   SECTION 2
                            INSTRUCTION TO OFFERORS


2.1 REQUESTS FOR INFORMATION

This RFP is being issued by the Edwards Aquifer Authority, San Antonio, Texas, which
is the sole point of contact for purposes of information concerning this RFP. The
Authority reserves the right to issue addenda if required. All questions and inquiries
regarding this request for proposal must be submitted in writing to Ms. Cyndi Holman,
Procurement Specialist, by 10:00 a.m., Central Time, Thursday, November 12, 2009.
Requests for information received prior to the above stated deadline are to be responded
to in writing by the Authority in the form of an addendum addressed to all proposal
specification recipients.

The Authority will conduct a pre-proposal conference with prospective Offerors on
Thursday, November 12, 2009 at 10:00 a.m in the Conference Center of the Authority's
office located at 1615 N. St. Mary's Street. Vendors not in attendance will not be allowed
to submit a proposal on the project.

Submission of a proposal shall be considered prima facie evidence that the Offeror has
familiarized himself/herself with, and understands, the solicitation, its terms and general
conditions, etc., under which the contract is to be awarded, administered, and performed.
The Authority will not be responsible for any interpretations or misinterpretations of any
oral instructions.


2.2 SUBMISSION REQUIREMENTS

Offerors are required to submit their proposals on the attached Proposal Summary (see
Attachment A1). Proposal envelopes are to be plainly marked, “FINANCIAL ADVISOR
PROPOSAL”.

Offerors are required to submit their proposals no later than 3:00 p.m., Central Time, on
Wednesday, November 18, 2009 to:

                         Ms. Cyndi Holman
                         Procurement Specialist
                         Edwards Aquifer Authority
                         1615 N. St. Mary's Street
                         San Antonio, TX 78215
                         (210) 222-2204

NO FACSIMILE PROPOSALS WILL BE ACCEPTED.




                                         4 of 11
Upon receipt by the Authority, each proposal will be stamped with the date and time
received and stored unopened in a secure place until the proposal opening. All proposals
become the property of the Authority, which will hold the contents of all proposals
confidential until an award is made.

PROPOSALS RECEIVED AFTER THE TIME SET FOR THE OPENING WILL
BE DECLARED LATE AND NOT ELIGIBLE FOR OPENING AND
CONSIDERATION. THE AUTHORITY IS NOT RESPONSIBLE FOR MAIL,
COURIER OR OTHER DELIVERY METHODS, IN-TRANSIT TIME OR NON-
DELIVERY. LATE DELIVERIES WILL BE HELD UNOPENED. OFFEROR
WILL BE ADVISED BY MAIL THAT HIS PROPOSAL WAS LATE AND NOT
ACCEPTED AND WILL BE ALLOWED TO PICK UP HIS PROPOSAL
PACKAGE OR FURNISH A “CALL TAG” AND HAVE THE PACKAGE
PICKED UP BY A COURIER.


2.3 PROPOSAL FORMAT

The Authority requires that submitted proposals adhere to the following general format to
simplify the review process. Failure to follow the required format or to respond to each
specification may result in rejection of the proposal. All proposals must be submitted on
the enclosed forms in triplicate, or photocopies of the forms. Failure to do so may result
in rejection of the proposal.

2.3.1 General Requirements

Submit the names of three client references for which the offeror has served in the
capacity of Financial Advisor as described above within the last three years on the forms
contained in Attachments B1-B3, Client Reference. Do not use the Authority as one of
the three references. The description must provide the following minimum information:

                 o   Client name;
                 o   Client contact name;
                 o   Client address and telephone number(s);
                 o   Date contract began; and
                 o   Description of services.

The Offeror agrees Authority staff may contact the references given.

2.3.2 Response to Commercial Questions and Statements

Please answer the questions indicated in Attachment A1, Proposal Summary, directly and
specifically. All pricing is to be included in Attachment A2, Cost Proposal Summary
form. Any exceptions to any of the requirements and specifications contained in this
RFP must be noted in the allotted space in Attachment A1. Attachments A1 and A2 must
be returned with the vendor's response.




                                         5 of 11
2.3.3 Cost Proposal

Provide, in a separate envelope, an itemized list of proposed services to be provided to
the Authority should the offeror be selected to serve in the capacity of Financial Advisor
to the Authority in the manner described in Section 1.2 listed above.

Use the forms provided in Attachment A2, Cost Proposal Summary, to quote a price for
Financial Advisor services described in this RFP. The cost proposal shall include the
price for any and all services associated with satisfying the terms and services being
requested through this RFP. The Authority is exempt from sales tax, but could be subject
to other types of taxes. If any other type of tax is added, please specify.


2.4 MINORITY-OWNED AND WOMEN-OWNED BUSINESSES

Minority-owned and Women-Owned Business Program Requirements – The Edwards
Aquifer Authority strongly encourages minority and women-owned businesses to submit
proposals. The Authority also encourages applicants, in those instances when joint
venturing and/or subcontracting is appropriate, to form joint ventures and/or provide
subcontract opportunities to minority and women owned firms.


2.5 PROPOSALS BINDING

Proposals must set forth accurate and complete information as required by this RFP
(including attachments). Negligence upon the part of the Offeror in preparing the
proposal confers no right of withdrawal after the time fixed for the submission of
proposals.


2.6 LATE PROPOSALS, MODIFICATIONS, OR WITHDRAWALS

Proposals received after the date and the time indicated will not be considered and will be
returned unopened if the Offeror is identified on the envelope.

Proposals may be withdrawn or modified in writing prior to the proposal opening.
Responses that are resubmitted or modified shall be sealed and resubmitted to the
Procurement Specialist prior to the proposal opening.


2.7 PROPOSAL COSTS

All costs for preparing the proposals are to be borne by the Offeror and may not be
included in the cost proposal.




                                         6 of 11
2.8 PROPOSAL SIGNATURE

The Authority will prepare a contract for the successful Offeror using the name exactly as
it appears on the proposal. Therefore, it is imperative the Offeror sign the proposal using
correct and complete legal names and titles.


2.9 CONTRACT AWARD

The Authority reserves the right to accept or reject any and all proposals. Unless all
proposals are rejected or the solicitation is cancelled, the contract is to be awarded to the
Offeror whose proposal best meets the requirements and criteria set forth in these
specifications. No proposal is to be considered binding upon the Authority until a
contract has been awarded.

Contract award is to be issued to the successful Offeror by letter. The vendor shall not
begin any work on this contract until such time as a Notice to Proceed has been issued by
the General Manager.


2.10 CONTRACT

It is expressly understood by the Offerors that written notice of award by the Authority
will constitute acceptance of the proposal.


2.11 CONTRACTOR SELECTION

2.11.1 Selection Process

The selection process will include the following steps:

   1. Receipt of proposals.

   2. Review of proposals submitted.

   3. Evaluation of proposals and ranking of Offerors—Authority staff shall review all
      information available from the selection process and rank the Offerors.

   4. Contract Award—The Authority will award the contract to the Offeror whose
      proposal is the most advantageous to the Authority and which will result in the
      most economical provision of these required services to the Authority.

2.11.2 Selection Criteria




                                          7 of 11
Selection will be based on the following criteria which are listed in order of importance:

1. Relevant Expertise/Experience (40 points)
   o Experience as Financial Advisor, or some similar capacity, to another organization
     of comparable size and complexity as the Authority.
   o Relevant credentials and licenses to serve in the capacity of Financial Advisor to a
     government or public agency in the State of Texas.
   o Customer references and satisfaction of previous and existing clients.
   o Quality of the Offerors submitted proposal.

2. Cost Factors (40 points)
   o Total cost for services as identified in this RFP

3. Financial Stability (20 points)
   o Current financial condition of the individual(s) or firm.


2.12 CONFIDENTIAL MATERIAL

Proposals will remain confidential until an award is made, except for the information that
is public during a proposal opening. At that time, all information is public unless
considered confidential by the Public Information Act, such as trade secrets and financial
information. Offeror must indicate if any of the information provided constitutes an
exception to the Public Information Act. All information not labeled as confidential will
be presumed to be public information.




                                          8 of 11
                                     SECTION 3
                                  SPECIFICATIONS


3.1 BACKGROUND INFORMATION

The Authority is a political subdivision of the State of Texas. Governed by a Board of
Directors, elected by popular vote, the Authority is empowered to manage, enhance and
protect the Edwards Aquifer.

The purpose of this Request for Proposals (RFP) is to procure the services of a Financial
Advisor to counsel and advise Authority staff on project financing.


3.2 MINIMUM SPECIFICATIONS

3.2.1 SCOPE OF SERVICES

Services to be provided:

A. Financial Planning - At the direction of the Authority, the Advisor shall:

1. Survey and Analysis.      Conduct a survey of financial institutions to identify the
   prospective terms and conditions by which the Authority may issue debt through
   either a private placement or a public debt issuance process. Analyze the financial
   resources of the Authority to determine the extent of its capacity to authorize, issue,
   and service the debt instrument being contemplated in light of existing and
   anticipated future revenues.

2. Future Financings. Consider and analyze future financing needs as projected by
   Authority staff including possible future debt issuance needs for construction of
   recharge structures.

3. Recommendations for Debt Instruments.             On the basis of the information
   developed by the survey described above, and other information and experience
   available, submit to the Authority a recommendation regarding the most appropriate
   debt instrument that may be employed in order to most effectively finance the
   Authority’s main building construction and renovation project. This recommendation
   will identify such elements as required for issuance of debt, such as necessity of bond
   counsel, acquiring public credit rating, projected amortization schedule including
   accrued interest on debt and payment dates, schedule of principal maturities, options
   for early payments, security provisions, and other such provisions as may be
   appropriate while achieving the objectives of the Authority. All recommendations
   will be consistent with the goal of designing the debt instrument on terms which are
   advantageous to the Authority, including the lowest interest cost consistent with all
   other considerations.




                                         9 of 11
4. Market Information. Advise the Authority with regard to prevailing and anticipated
   economic conditions that might normally be expected to influence the interest rates or
   bidding conditions in the case of a public sale.


3.2.2 PRICING INFORMATION

Respondents are required to submit itemized cost proposals for items as described in this
RFP under a separately sealed envelope. The form shown in Attachment A2 shall be
used for all costs. All price quotations shall be valid for at least 90 days from the
proposal opening.




                                        10 of 11
                                    SECTION 4
                              TERMS AND CONDITIONS


4.1 STANDARD FORM OF CONTRACT

Attached is a copy of the Authority's Standard Form of Contract stating the general terms
and conditions which will be contained in any contract resulting from this RFP (see
Attachment C). Exhibit A, Scope of Work, of the contract form is attached for
informational purposes only. Exhibit A is not to be completed at this time. It will be
completed upon award of contract. Offerors, by virtue of submitting a proposal,
acknowledge, understand, and agree to these terms and conditions, unless such is
indicated on the Proposal Summary.


4.2 LAWS AND REGULATIONS

The Authority requires that all responses to this RFP, and any contracts that may result,
be in accordance with the laws and regulations of the State of Texas. Furthermore, the
awarded Contractor must adhere to all Occupational Safety and Health Administration
(OSHA) standards as applicable to the contracted work.


4.3 PROPOSAL ACCEPTANCE PERIOD

All prices and conditions of the proposal shall remain in effect for 90 days after the date
set for the proposal opening. Proposals offering less than 90 calendar days for
acceptance by the Authority from the date set for opening will be considered
nonresponsive and will be rejected.

The Authority’s Code of Ethics is attached for your reference only (see Attachment D).
No action is necessary.


4.4 TIME OF COMPLETION

The Contractor shall take all necessary and appropriate actions to complete the project in
accordance with the ongoing schedule incorporated in the resultant contract.




                                         11 of 11
                              ATTACHMENT A1
                        EDWARDS AQUIFER AUTHORITY
                     PROPOSAL SUMMARY FOR #100-09-AD/P
                          FOR FINANCIAL ADVISOR

Vendor Name: ____________________________________________________

Submit to: Ms. Cyndi Holman
           Procurement Specialist
           Edwards Aquifer Authority
           1615 N. St. Mary's Street
           San Antonio, TX 78215

Attach your proposal for Financial Advisor services to this document:

The following exceptions to the Specifications are noted:

________________________________________________________________

________________________________________________________________

Response to Commercial Questions and Statements

What is the current financial status and condition of the proposing entity?

________________________________________________________________

________________________________________________________________

The Authority reserves the right to request financial statements as needed.

Please mark one of the following:

_________ I agree with the terms and conditions of the contract form as contained in
Attachment C to the proposal specifications.

_________ I do not agree with the terms and conditions of the attached contract form as
contained in Attachment C to the proposal specifications.

I would like to take exception to the following contract provisions and am proposing
alternative contract language as follows:

________________________________________________________________

________________________________________________________________




                                           A1.1
________________________________________________________________


The undersigned certifies that the information contained in this proposal has been
carefully checked and is submitted as correct and that he/she is authorized to submit this
proposal on behalf of the Offeror named below.

Signed: ___________________________________________
        Name

       ___________________________________________
        Printed Name

        ___________________________________________
         Title

        ___________________________________________
        Company

        ___________________________________________
        Address

        ___________________________________________


        ___________________________________________
        Telephone No.




                                           A1.2
                                ATTACHMENT A2
                          EDWARDS AQUIFER AUTHORITY
                       COST PROPOSAL SUMMARY #100-09-AD/P
                             FOR FINANCIAL ADVISOR

Vendor Name: ____________________________________________________

Submit to: Ms. Cyndi Holman
           Procurement Specialist
           Edwards Aquifer Authority
           1615 N. St. Mary's Street
           San Antonio, TX 78215

The undersigned proposes to furnish the prices shown below in accordance with the
specifications and the response attached hereto. It is expressly agreed that the Authority
has the right to reject any or all proposals submitted if such action is deemed in its
interest. The total cost is $________________, the breakdown of which is:

Survey and Analysis                          $____________________________

Future Financings                            $____________________________

Recommendations for Debt Instruments         $____________________________

Market Information                           $____________________________

Other Costs (if any)                  $____________________________
(Please list)

_________________________________

_________________________________

_________________________________

       *TOTAL                                $

*Do not include sales tax in your cost proposal. If any other type of tax is added, please
 give full description of tax type.

The undersigned certifies that the prices contained in this proposal have been carefully
checked and are submitted as correct and that he/she is authorized to submit this proposal
on behalf of the Offeror named below.

Proposals offering less than 90 calendar days for acceptance by the Authority from the
date set for opening will be considered nonresponsive and will be rejected.



                                           A2.1
Signed: ___________________________________________
        Name

      ___________________________________________
       Printed Name

      ___________________________________________
       Title

      ___________________________________________
      Company

       ___________________________________________
       Address

       ___________________________________________


       ___________________________________________
       Telephone No.




                                  A2.2
                                 ATTACHMENT B1

                                CLIENT REFERENCE


For each reference, complete the following information:

Client Name: ___________________________________________________

Client Contact Name: ____________________________________________

Position: ______________________________________________________

Client Address: _________________________________________________

______________________________________________________________

______________________________________________________________

Client Telephone Number(s): ______________________________________

Date Contract Began: ____________________________________________

Description of Services: __________________________________________

______________________________________________________________

______________________________________________________________

Cost: _________________________________________________________




                                          B-1
                                 ATTACHMENT B2

                                CLIENT REFERENCE


For each reference, complete the following information:

Client Name: ___________________________________________________

Client Contact Name: ____________________________________________

Position: ______________________________________________________

Client Address: _________________________________________________

______________________________________________________________

______________________________________________________________

Client Telephone Number(s): ______________________________________

Date Contract Began: ____________________________________________

Description of Services: __________________________________________

______________________________________________________________

______________________________________________________________

Cost: _________________________________________________________




                                          B-2
                                 ATTACHMENT B3

                                CLIENT REFERENCE


For each reference, complete the following information:

Client Name: ___________________________________________________

Client Contact Name: ____________________________________________

Position: ______________________________________________________

Client Address: _________________________________________________

______________________________________________________________

______________________________________________________________

Client Telephone Number(s): ______________________________________

Date Contract Began: ____________________________________________

Description of Services: __________________________________________

______________________________________________________________

______________________________________________________________

Cost: _________________________________________________________




                                          B-3
                                   ATTACHMENT C

                        CONTRACT (NO.)_________
                BETWEEN THE EDWARDS AQUIFER AUTHORITY
                                   AND
              (CONTRACTOR) __________________________________
              FOR (PROJECT)__________________________________


This Contract is made and entered into this (Date) _____________ day of
(Month) ______________, 20___ by and between the EDWARDS AQUIFER
AUTHORITY, (the "Authority"), a political subdivision of the State of Texas, with its
principal place of business located at 1615 N. St. Mary’s, San Antonio, Texas 78215,
and (Contractor)_________________________________________________ (the
Contractor"), a (Type and State of Entity)_______________________ with its principal
place of business located at (address) _________________________________________.

                                       RECITALS

      WHEREAS, the Authority is a conservation and reclamation district
encompassing all or parts of Atascosa, Bexar, Caldwell, Comal, Guadalupe, Hays,
Medina, and Uvalde counties in the State of Texas; and

        WHEREAS, the Authority is charged with and has been given all powers
necessary to, among other things, manage, enhance, and protect the Edwards Aquifer and
to protect certain species that are designated as threatened or endangered under applicable
federal or state law; and

       WHEREAS, (describe this transaction)

      NOW THEREFORE, for and in consideration of the mutual promises and
agreements set forth in this Contract, the Authority and the Contractor agree as follows:


                                       ARTICLE I

                               DESCRIPTION OF WORK

       Section 1.1. Services. Subject to the terms and conditions of this Contract, the
Authority hereby engages the Contractor to perform, for the benefit of the Authority, the
work set forth and described in this Contract and in the following documents (the
"Services") which are attached hereto and incorporated herein for all purposes: (1) the
Scope of Work which is attached hereto as Exhibit A (the "Scope of Work"); (2) the
Budget Estimate which is attached hereto as Exhibit B (the “Budget Estimate”); (3) the
Labor Categories Rates & Personnel Chart which is attached hereto as Exhibit C (the
“Labor Categories Rates & Personnel Chart”); (4) [add other Exhibits as needed]. The
                                           C-1
Contractor hereby accepts such engagement and agrees to devote its best efforts and
abilities, and furnish all necessary labor, machinery, equipment, tools, and transportation
necessary in furtherance of its engagement hereby.

        Section 1.2. Commencement and Completion Date. The Contractor will
commence work hereunder immediately upon receipt of written notice issued by the
Authority's General Manager. All work covered hereby will be completed and delivered
to the Authority by the Completion Date indicated in Exhibit A and shall be completed in
compliance with the schedules, budgets, descriptions and specifications contained herein
and in the Exhibits hereto. It shall be the Contractor's responsibility to ensure that the
completion times for the tasks required for this project are met. All work contracted for
this Contract shall be completed by______________________. Time is of the essence in
the performance of this Contract.


                                       ARTICLE II

              ALTERATIONS TO CONTRACT AND SCOPE OF WORK

        Section 2.1. Notice of Changes. The Authority may, at its own option or upon
the recommendation of the Contractor, request changes or additions to the Scope of Work
during the progress of the work.

        Section 2.2. Change Orders. The Contractor agrees to honor any change orders
to the Scope of Work issued by the Authority provided that the total amount of change
orders issued for this Contract shall not exceed twenty-five percent (25%) of the total
amount paid pursuant to this Contract. Notwithstanding the foregoing, in the event that
the additional Services requested by the Authority pursuant to the change orders exceeds
twenty-five percent (25%) of the total compensation amount paid pursuant to this
Contract, the parties to this Contract agree that such Services must be the subject of either
a written amendment to this Contract or a supplemental agreement approved by the
Authority in accordance with its procedures for approving such a contract.


                                       ARTICLE III

                                    COMPENSATION

        Section 3.1. Fees and Expenses. The Authority agrees to pay the Contractor for
its services rendered, costs, and expenses incurred under this Contract which are
reasonably consistent with the Scope of Work, Budget Estimate, and Labor Categories,
Rates & Personnel Chart, but in no event shall compensation to the Contractor for work
under this Contract exceed $____________. The Contractor will be responsible for the
payment of all of its other and additional costs and expenses. The Contractor may not
exceed the contractual amount. The Contractor is not authorized to spend any additional

                                            C-2
funds without prior written approval from the Authority. The Authority will not be held
accountable for any unauthorized work performed or funds spent by the Contractor.

         Section 3.2. Payment. All invoices from the Contractor to the Authority, for the
Services related hereto, shall be sent monthly and shall provide an itemization of the
Services rendered, costs and expenses incurred. The terms of each invoice shall be net
thirty (30) days upon the Authority’s receipt and approval of that invoice.


                                       ARTICLE IV

                            INDEPENDENT CONTRACTOR

        Section 4.1. No Employment Contract. The parties understand and agree that this
Contract does not create a fiduciary relationship between them, they are separate entities,
the Contractor is an independent contractor with respect to the performance of the
Services hereunder and is not subject to the direct or continuous control and supervision
of the Authority, and nothing in this Contract is intended to make either party a
subsidiary, joint venturer, partner, employee, agent, servant or representative of the other
for any purpose whatsoever. The Authority shall have no right of direction or control of
Contractor, or its employees and agents, except in the results to be obtained, and in a
general right to order the work to start or stop as agreed to herein, to inspect the progress
of the Services, and to receive reports. The Contractor shall accommodate reasonable
requests from the Authority to allow Authority employees, agents or representatives to
accompany and observe Contractor personnel in carrying out the work under this
Contract.


                                       ARTICLE V

              CONTRACTOR PERSONNEL AND SUBCONTRACTORS

        Section 5.1. Personnel. The Contractor will provide any and all personnel
necessary for its performance of the Services hereunder. The Contractor will be
responsible for its employees in all respects, including, without limitation, their
compliance with applicable laws and their safety, including without limitation, all
Occupational Safety and Health Administration (OSHA) standards, requirements, and
regulations. The Contractor hereby indemnifies and holds harmless the Authority, its
officers, employees and directors, from and against any claims bought by any employee,
subcontractor or other agent of the Contractor relating in any way to the work performed
under this Contract.

       Section 5.2. Subcontractors. In performing the Services under this Contract, the
Contractor may retain and utilize as its subcontractors, to the extent that they are not
already employees of the Contractor, those individuals identified to the Authority, in
advance. The Authority, in consultation with the Contractor, shall have the right to
                                          C-3
terminate, limit, or alter, at any time, the participation of any subcontractor utilized by the
Contractor. No additional subcontractors may be retained by the Contractor to perform
any work related to this Contract without the prior written consent of the Authority,
provided that no such consent shall be necessary for the retention of any subcontractor
previously approved by the Authority and identified by the Contractor. The Contractor
will be responsible for its subcontractors in all respects including their compliance with
applicable laws and their safety, including without limitation, all Occupational Safety and
Health Administration (OSHA) standards, requirements, and regulations.

       Subcontracting services under this contract may be provided by:
       


                                        ARTICLE VI

                                      TERMINATION

        Section 6.1. Termination. The Authority may terminate this Contract at any time,
including the expiration of each budget or payment period, with or without cause, upon
ten (10) days prior written notice to the Contractor. Upon receipt of such termination
notice, the Contractor shall immediately stop all work in progress, including, without
limitation, all work performed by subcontractors. Insofar as possible, all work in
progress will be brought to a logical termination point. Within 30 days of termination,
the Authority shall pay the Contractor all moneys then due and owing for the Services
rendered, costs and expenses reasonably incurred up to the time of termination. Upon
receipt of a termination notice, the Contractor shall, within sixty (60) days, deliver or
make available to the Authority all data, drawings, specifications, reports, estimates,
summaries, and such other information and materials as may have been accumulated by
the Contractor in performing this Contract, whether completed or in process. Further,
this Contract is conditioned on a best efforts attempt by the Authority to obtain and
appropriate funds for payment of the Contract.


                                       ARTICLE VII

                             OWNERSHIP OF MATERIALS

        Section 7.1. Ownership. All information, documents, property and materials
produced, created or supplied under this Contract, whether by the Authority, the
Contractor, its employees, agents or subcontractors or anyone else, and whether finished
or unfinished or in draft or final form, will be the property of the Authority. Upon
termination of this Contract, all such information, property and materials not already in
the possession of the Authority will be promptly delivered to the Authority. The
Authority shall have unlimited rights to technical and other data resulting directly from
the performance of Contractor's Services under this Contract.

                                             C-4
        Section 7.2. Nondisclosure of Documents. The information, documents, property
and materials produced, created or supplied under this Contract, including preliminary
technical reports and studies, shall not be disclosed to any third-party without the prior
written consent of the Authority. The Contractor shall immediately advise the Authority
of any requests for any document by a third-party other than the Authority. Unauthorized
disclosure of such information, documents, property and materials in violation of this
Section 7.2 shall constitute a breach of contract and shall be subject to all applicable
remedies of law.

        Section 7.3. Record Copies. The Contractor shall retain a record or copies of all
materials developed in the course of performing the Services hereunder and said
materials will be supplied to the Authority upon request, including after expiration or
termination of the Contract. The Authority will reimburse the Contractor for actual cost
of time and expenses of reproduction of materials requested.


                                      ARTICLE VIII

                                 NON-PERFORMANCE

        Section 8.1. The Contractor warrants that it will perform all Services hereunder
in a good and workmanlike manner, strictly in accordance with the standards of the
Contractor’s profession, the Scope of Work, and as otherwise provided in this Contract.
Failure to timely perform the Services as warranted and agreed shall constitute a breach
of contract and shall be subject to all applicable remedies of law. Judgment of
nonperformance shall rest solely with the Authority.


                                       ARTICLE IX

                                LIQUIDATED DAMAGES

        Section 9.1. If the Contractor fails to complete the Scope of Work under this
Contract by the Completion Date, then the Contractor shall pay to the Authority as
liquidated damages, the sum of $________ per day, beginning on the day first following
the Completion Date and continuing for each day until actual completion of the Scope of
Work, provided that any such delay in completion is due to the Contractor and is not
attributable to a failure of the Authority, its employees or agents, or any third parties who
are not subcontractors of the Contractor, to perform its responsibilities in coordinating,
reviewing or otherwise performing on the project. The Authority, in its sole discretion,
reserves the right to waive this provision. These liquidated damage amounts are in
addition to, and not in lieu of, any other damages due to the Authority, or any other
remedies available to the Authority as a result of a default by the Contractor under this
Contract.


                                            C-5
                                     ARTICLE X

                                  BOND COVERAGE

        Section 10.1. If requested by the Authority, as security for the performance of the
terms of this Contract, the Contractor will provide to the Authority with a performance
bond in the sum of 100% of the anticipated project costs, naming the Authority as
obligee. Such bond shall be in form and substance in all respects satisfactory to the
Authority and shall be issued by a surety company in all respects satisfactory to the
Authority and authorized to do business in Texas. The Contractor, through its agent of
record, shall notify the Authority in writing of any changes in bonding coverage within
thirty (30) days prior to any effective date of the change.


                                      ARTICLE XI

                                      INSURANCE

        Section 11.1. Insurance Coverages. During the term of this Contract, the
Contractor shall obtain and maintain in effect, at Contractor's expense, appropriate
insurance policies protecting Contractor and the Authority, and their respective officers,
directors and employees, against any loss, liability, personal injury, death, property
damage or any expense arising out of the performance of the Services under this
Contract, including, without limitation: (1) worker's compensation insurance in
compliance with applicable state law; (2) comprehensive general liability insurance,
insuring against property damage, personal injury and death, in an amount of no less than
$1,000,000.00 per occurrence; (3) automobile liability insurance in an amount no less
than $1,000,000.00; (4) umbrella liability insurance in an amount of no less than
$1,000,000.00. The Contractor shall be responsible for requiring that its subcontractors,
carry and maintain adequate insurance coverage.

         Section 11.2. Additional Insureds. Where permitted by law, the Contractor shall
name the Authority and its officers, directors and employees as "additional insureds" on
all of the insurance policies specified in Subsection 11.1 above, or with respect to the
worker's compensation insurance, contain waivers of subrogation by Contractor and the
insurance carrier in favor of the Authority. Not later than the date of commencement
hereunder, the Contractor must provide the Authority with certificates of insurance to be
issued directly to the Authority by the Contractor's insurance agent, identifying the
specified coverage. The naming of the Authority as an "additional insured" shall not
make the Authority a partner or joint venturer with the Contractor, and the Contractor,
through its agent of record, shall notify the Authority of any changes in coverages within
thirty (30) days prior to any effective date of change.

        Section 11.3. Contractor's obligation to obtain and maintain the foregoing policy
or policies in the amounts specified shall not be limited in any way by reason of any
insurance which may be maintained by the Authority, nor shall Contractor's performance
                                            C-6
of this obligation relieve it of liability under the indemnity provisions set forth in Section
12.2 of this Agreement.


                                       ARTICLE XII

                  ASSUMPTION OF RISK AND INDEMNIFICATION

       Section 12.1. Risk. The Contractor shall assume all risks associated with the
Contractor's or its Subcontractors’ performance under this Contract and shall waive any
claim against the Authority and other participants for damages arising out of the
performance of the Services specified.

        Section 12.2. Indemnification. The Contractor shall defend, indemnify and hold
harmless the Authority, its directors, employees and agents from any and all damages,
loss, or liability of any kind whatsoever, including the costs of litigation and attorneys'
fees arising from (a) contracts or arrangements between the Contractor and any third
parties entered into in performing this Contract, or (b) the performance of the Services
covered by this Contract.


                                       ARTICLE XIII

                                         NOTICES

       Section 13.1. Notices to the Authority. All notices or communications under this
Contract to be mailed or delivered to the Authority shall be in writing and shall be sent to
the Authority's principal place of business as follows, unless and until the Contractor is
otherwise notified:

               EDWARDS AQUIFER AUTHORITY
               1615 N. St. Mary’s Street
               San Antonio, Texas 78215-1415
               ATTENTION: VELMA R. DANIELSON, GENERAL MANAGER

        Section 13.2. Notices to the Contractor. All notices or communications under
this Contract to be mailed or delivered to the Contractor shall be in writing and shall be
sent to the address of the Contractor as follows, unless and until the Authority is
otherwise notified:

               ___________________________________________
               ___________________________________________
               ___________________________________________
               ATTENTION: _______________________________


                                             C-7
        Section 13.3. Effective Date of Notice. Any notices or communications required
to be given in writing by one party to the other shall be considered as having been given
to the addressee on the date the notice of communication is posted by the sending party.


                                      ARTICLE XIV

                                   MISCELLANEOUS

        Section 14.1. Entire Agreement. This Contract and the attached Exhibits
constitutes the entire agreement between the parties regarding the Services to be
performed by the Contractor and there are no representations, warranties, agreements or
commitments between the parties hereto except as set forth herein. Unless otherwise
authorized herein, no amendments or additions to this Contract shall be binding on the
parties hereto unless in writing and signed by the parties.

        Section 14.2. Non-Waiver. No delay or failure by either party hereto to exercise
any right under this Contract, nor any partial or single exercise of that right, shall
constitute a waiver of that or any other right, unless otherwise expressly provided herein.

        Section 14.3. Headings. Headings in this Contract are for convenience only and
shall not be used to interpret or construe its provisions.

       Section 14.4. Governing Law. This Contract shall be construed in accordance
with and governed by the laws of the State of Texas.

        Section 14.5. Counterparts. This Contract may be executed in two or more
counterparts, each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.

       Section 14.6. Binding Effect. The provisions of this Contract shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and
assigns; provided, however, that the Contractor may not assign any of its rights nor
delegate any of its duties hereunder without the Authority's prior written consent.

        Section 14.7. Validity. The invalidity of any provision or provisions of this
Contract shall not affect any other provision of this Contract, which shall remain in full
force and effect, nor shall the invalidity of a portion of any provision of this Contract
affect the balance of such provision.

       Section 14.8. Non-Waiver of Immunity. Nothing in this Contract is intended as
any waiver by the Authority of any immunity from suit to which it is entitled under Texas
law.

        Section 14.9. Survival. Termination of this Contract for breach shall not
constitute a waiver of any rights or remedies available at law or in equity to a party to
                                            C-8
redress such breach. All remedies, either under this Contract or at law or in equity or
otherwise available to a party, are cumulative and not alternative and may be exercised or
pursued separately or collectively in any order, sequence or combination. In addition, to
these provisions, applicable provisions of this Contract shall survive any termination of
this Contract.

        Section 14.10. Attachments. The Exhibits, schedules and/or other documents
attached hereto or referred to herein are incorporated herein and made a part hereof for all
purposes. As used herein, the expression "Contract" means the body of this Contract and
such attachments, Exhibits, schedules and/or other documents, and the expressions
"herein," "hereof," and "hereunder" and other words of similar import refer to this
Contract and such attachments, exhibits, schedules and/or other documents as a whole
and not to any particular part or subdivision thereof.

        Section 14.11. Costs. If any legal action, arbitration or other proceeding is
brought for the enforcement of this Contract or because of an alleged breach or default
relating to this Contract, the successful or prevailing party or parties shall be entitled to
recover reasonable costs incurred, including but not limited to attorney's fees, in such
action or proceeding in addition to any other relief to which it or they may be entitled.

        Section 14.12. Includes. The verb "to include", in all its forms, tenses, and
variations, is always used in the nonexclusive sense.




                                              C-9
        IN WITNESS WHEREOF, this Contract is executed as of the day and date first
written above.


EDWARDS AQUIFER AUTHORITY                 (INSERT NAME OF CONTRACTOR)


By:________________________               By:______________________________
   Velma R. Danielson                       (Name)
   General Manager                          (Title)


ATTEST:                                   ATTEST:

By:________________________               By:______________________________
   Jennifer Wong-Esparza                    (Name)_________________________
   Assistant to Board Secretary            (Title)__________________________


APPROVED AS TO FORM:


___________________________
Darcy Alan Frownfelter
General Counsel
Edwards Aquifer Authority




                                       C-10
                          EXHIBIT A
                       SCOPE OF WORK
                              TO
                          CONTRACT
           BETWEEN THE EDWARDS AQUIFER AUTHORITY
                             AND
                        (CONTRACTOR)
                          (PROJECT)




SCOPE OF WORK:




COMPLETION OF WORK:




                           C-11
               EXHIBIT B
           BUDGET ESTIMATE
                   TO
               CONTRACT
BETWEEN THE EDWARDS AQUIFER AUTHORITY
                  AND
             (CONTRACTOR)
               (PROJECT)




                C-12
               EXHIBIT C
 LABOR CATEGORIES AND PERSONNEL CHART
                   TO
               CONTRACT
BETWEEN THE EDWARDS AQUIFER AUTHORITY
                  AND
             (CONTRACTOR)
               (PROJECT)




                 C-1
                                     ATTACHMENT D

                       EDWARDS AQUIFER AUTHORITY
                 CODE OF ETHICS FOR AUTHORITY EMPLOYEES
                         (For informational purposes only)


Every employee is expected to perform his or her job duties satisfactorily, to maintain a
high level of personal conduct on the job, to render courteous and efficient service to the
public, to be mindful of safety practices and to exercise care in the use of Authority
property.

Each employee of the Authority is a public servant and, as such, is held to the highest
standard of ethical conduct. Consistent with this public trust, employees may not:
 use their official positions to secure special privileges or exemptions for themselves
    or others;
 grant any special consideration, treatment or advantage to any citizen, individual or
    group beyond any available to every other citizen, individual or group;
 disclose, without proper authorization, confidential information that could adversely
    affect the property, management or affairs of the Authority;
 directly or indirectly use any confidential information for their own personal gain or
    benefit, or for the private interest of others;
 engage in any outside activities that will conflict with, or will be incompatible with,
    the duties assigned to them in the course of their employment with the Authority; or
    that would reflect discredit upon the Authority; or in which their employment with
    the Authority would give them an advantage over others engaged in competition with
    the employee’s personal business or vocational pursuits. This policy will not prohibit
    employees from performing any services for another organization if the General
    Manager determines there is no conflict with Authority duties and responsibilities;
 represent, directly or indirectly, or appear on behalf of private interests before the
    Authority Board of Directors; nor will they represent any private interest in any
    action or proceeding involving the Authority; nor will they accept a retainer or
    compensation that is contingent upon a specific action taken by the Authority;
 use Authority funds, supplies, equipment, vehicles or facilities for any purpose other
    than conducting official business; or
 have a financial interest, direct or indirect, in any contract with the Authority, or in
    the sale to the Authority of any land, materials, supplies or services, except on behalf
    of the Authority as an employee.

The previous list of prohibited activities is not all-inclusive. Violation of the public trust
is prohibited and may result in dismissal.




                                             D-1
Employees are permitted, as private citizens, to support political candidates for public
office. An employee may not, however, participate actively in any candidate’s campaign
for membership in the Authority Board of Directors. Employees may not hold or run for
a political office, the responsibilities of which may affect, directly or indirectly, the
Authority. Likewise, employees are not permitted to use their working time or Authority
resources to participate in a political campaign or any other political activity. The term
“participate” includes, without limitation, making political speeches, telephone
solicitation, distributing political literature, or writing or handling letters related to a
political campaign or activity. Political posters may not be displayed on Authority
property. Employees are not required to contribute to any political fund or render any
political service to any person or party whatsoever.

Employees are prohibited from soliciting or accepting any gifts, gratuities, favors, loans
or other objects of monetary worth that might reasonably tend to influence the employee
in the discharge of official duties or that the employee knows or should know is being
offered with the intent to influence the employee’s official conduct.




                                            D-2