Title: Memorandum re: Cypress Creek Well field Turn Over to WCRWSA
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 Material Information
Title: Memorandum re: Cypress Creek Well field Turn Over to WCRWSA
Alternate Title: Memorandum re: Cypress Creek Well field Turn Over to WCRWSA, with Agreement attached
Physical Description: 20p.
Language: English
Publication Date: Nov. 29, 1976
 Subjects
Spatial Coverage: North America -- United States of America -- Florida
 Notes
General Note: Box 3, Folder 6C ( WEST COAST REGIONAL WATER SUPPLY AREA B3F6 ), Item 130
Funding: Digitized by the Legal Technology Institute in the Levin College of Law at the University of Florida.
 Record Information
Bibliographic ID: UF00051794
Volume ID: VID00001
Source Institution: University of Florida
Holding Location: Levin College of Law, University of Florida
Rights Management: All rights reserved by the source institution and holding location.

Full Text







(d) POSSESSION: As used herein, this term

shall mean the taking of operational responsibil-

ities of the facilities by the Authority. This

shall only occur after the facilities have been

certified as completed.

40. THIS AGREEMENT constitutes the entire Agreement

between the parties hereto, and any change, supplement,

modification, or correction of, or addendum to, this AGREEMENT

must be in writing and signed by the parties hereto.
It is further covenanted and agreed that if either

party is compelled to incur any expenses including reasonable

attorney's fees in instituting and prosecuting any proceedings

of any nature by reason of any material breach hereunder,

the sum or sums so paid or incurred and-.all interest, costs

and damages, including reasonable attorney's fees, shall be

due from the party determined to be at fault.

IN WITNESS WHEREOF, the parties hereto have executed

this AGREEMENT the day and year first above written.


Signed, Sealed and Delivered
in the Presence of:

WEST COAST REGIONAL WATER
SUPPLY AUTHORITY


Chairman of the Board ..of.
SDie sectors


Attest:
"Secretary



PINELLAS COUNTY


BCh irman, Board of County
C ois sioners


Attest:
--- LClerk, Circuit Court

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(c) Pinellas' compliance with this pro-

cedure is a condition precedent to the Authority's

duty to pay;

(d) In determining Pinellas' total expendi-

ture for the facilities described in Paragraphs

1 through 9 of this document, said expenditures

shall include, but are not limited to, the costs

of acquisition, engineering, construction, interest

and development of these facilities.

16. METHOD OF PAYMENT: Payment by the Authority shall

be in 360 approximately equal installments including interest

beginning January 1, 1979, of the total expenditures as

defined in Paragraph 15 to be determined on or before October 1,

1978. The interest rate determination shall be based upon an

audit and fiscal evaluation of Pinellas County's existing debt,

costs and expenses attributable to these facilities and the 84"

and 66" transmission lines not to exceed 7.4%. In the event

the parties hereto are unable to agree on Pinellas' total

expenditures and/or the interest rate, then in either of said

events this Agreement shall be null and void and of no force

and effect whatsoever.

17. EARLY PAYMENT: The Authority has the option at

any time of prepaying the principal amount due as determined

in Paragraph 15 by a lump sum payment of such amount due

Pinellas. However, if the Authority elects to use this option,

it shall be additionally liable for any other expenditures

legally incurred by Pinellas due to the exercise of this

option, including but not limited to, any expenditures incurred

by Pinellas under the terms of its bond agreements by reason of
such an election.
18. DEFAULT IN PAYMENT: The unpaid monthly install-

ment due Pinellas more than thirty (30) days will be charged

interest at the rate of one (1%) percent per month. Balance


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--- ~ .... .. .












due Pinellas longer than sixty (60) days will be a material

breach of this contract by the Authority.
19. PINELLAS COUNTY'S OPTION TO UTILIZE FACILITIES

AND TRANSMISSION MAINS: As a consideration for Pinellas County's

execution of this Agreement, the Authority hereby grants to

Pinellas an absolute and unconditional license and/or easement

to utilize the amount of the unused capacity of the facilities

and of the 66" and 84" transmission mains described in Exhibit F

and D, together with the Cypress Creek Pumping Station to store

and transport water necessary to meet Pinellas' needs not

supplied by the Authority to Pinellas through said facilities

within thirty (30) days after notification in writing by Pinellas

to the Authority that such capacity is required. In the event

Pinellas' right to use said facilities and/or lines is in any

way contested.by the Authority in any court or tribunal all

presumptions shall be in favor of Pinellas and Pinellas shall

have the absolute right to utilize any capacity not then

actually being used (at the time of Pinellas County's initial

notification to the Authority) pending the entire litigation

or proceeding. Pinellas shall make payments for the capacity
utilized under this paragraph in a manner to be calculated as

follows:

MR = SC x MC
SC + CA

Where MR = Monthly Payment
SC = Capacity to be Utilized
CA = Capacity Authority is Using
MC = Monthly Cost of facilities
and transmission lines as
determined in paragraph 15













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CONDITIONS TO EFFECTIVE NESS

20. PROHIBITION AGAINST ACQUISITION OF WATER SUPPLIES

BASED UPON LAND OWNERSHIP: As a condition to this agreement

the Authority agrees to advocate a policy position before

the Southwest Florida Water Management District, the Legislature

of the State of Florida and in the Courts of the State of

Florida in any action to which it is a party in support of a

special provision for public water supplies and in opposition

to any ormu wWhic arbiwrarily prorates the quantity of

water bt ined based un t Ie amt of land owned, leased

or otherwise controlled, and not to secure any present or

additional water supplies or resources for Pinellas County

either at Cypress Creek or at future well fields based upon

any such formula without the written consent of Pinellas County.



































./,-^
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21. LEGAL STANDING OF PINELLAS: The Authority agrees

that because of the special and peculiar interest which Pinellas

has in the water supplies at Cypress Creek as well as in the

development of future well fields for water for Pinellas County

that all such Consumptive Use Permit Applications shall be

applied for in the names of both the Authority and Pinellas

County. The Authority acknowledges the existence of legal

standing in Pinellas to participate in all legal or administra-

tive proceedings in which the Authority seeks additional or

future water supplies for Pinellas or which involves agency

rule making hearings provided, however, that Consumptive Use

Permit Applications shall be made solely in the discretion

and by direction of the Authority and that Pinellas shall,

upon request, affix its signature to said application., Failure

of Pinellas County to sign said application upon request shall

in no way prevent the Authority from filing said application,
22. ASSIGNMENT OF CYPRESS CREEK DEVELOPMENT AND

OPERATION AGREEMENT ATMD CANCELLATION OF MANAGEMENT BOARD: As

a condition of this Agreement, the Authority shall obtain

within sixty (60) days of the execution of this Agreement a

complete assignment of all of the City of St. Petersburg's and
Pasco County's interests in the Cypress Creek Well Field

together with a complete written cancellation of the Management
Board and all its powers, duties and responsibilities. Failure

to obtain such assignment and cancellation shall render this

Agreement null and void and of no effect.
23. COVENANT TO OBTAIN PERMITS: The Authority shall

have obtained all permits and facilities necessary to operate

the Cypress Creek facilities at no less than 30 mgd on an

average annual basis and not less than 30 mgd on any one day

by October 1, 1979. In the interim between the time the
facilities are turned over to the Authority and October 1,

1978, the Authority shall at all times operate and make maximum


12 -











use of the facilities. During said time the Authority shall
allocate for the benefit of and sell to Pinellas at prices
determined by the formula in Paragraph 28, a proportionate
share of ground water in the ratio as Pinellas has contributed
to the total development cost of the Cypress Creek facilities.
24. EFFECT ON PINELLAS' BONDHOLDERS: This Agreement
shall not affect the rights and obligations of the holders of
any of Pinellas County's Water Revenue Bonds.
In the event any action is brought by a bond
holder claiming a breach of Pinellas' bond covenants and a
court of competent jurisdiction shall declare that this Agree-
ment has violated any of the covenants or provisions of said bonds,
then upon the rendering of a final decision in such litigation,
unless cured by the Authority, this Agreement shall be rendered
null and void and of no effect and the provisions in Paragraph
39(c) of this Agreement requiring immediate transfer of all
rights, obligations and assets from the Authority to Pinellas
shall be immediately invoked. The Authority agrees to save
and hold Pinellas harmless for all costs, expenses, attorney's
fees and damages whatsoever which Pinellas shall be required
to pay arising out of such action. .
25. DISSOLUTION OR CHANGE: In the event of the
Authority's dissolution, or a transfer of the Authority's duties
and obligations to another entity or entities, or a change in the
Authority's membership which in any way dilutes Pinellas County's
voting strength, or changes the inter-local agreement creating
the Authority, at Pinellas County's option, the Authority shall
convey to Pinellas all rights, titles and interest to all assets
and contract rights sold, transferred or assigned to the Authority
under this Agreement. The procedure established in Paragraph
39(c) shall be followed in transferring said assets from the
Authority to Pinellas.


13 -












WATER CONSUMPTION AGREEMENT

26. TERM OF WATER CONSUMPTION AGREEMENT: Pinellas

shall purchase 20 mgd of production from the Authority on an

annual average from October 1, 1978, to October 1, 2008, from
the facilities.
(a) This covenant to purchases is reduced

by one-half of the amount sold to parties other

than the City as long as the total purchased by
all parties is at least 30 mgd.
(b) This minimum purchase shall be computed

on an annual basis at the end of each fiscal year.
27. EXCESS WATER: Pinellas shall have the absolute

.right to purchase water from the Authority not being used by
other customers at its option.
28. DETERMINATION OF PAYMENT FOR WATER PURCHASED BY

PINELLAS: Pinellas shall pay for water supplied by the Authority

according to the following rate:
(a) RATE = A + B + C


(b) A = The annual installment payment paid

by the Authority for the interest of all parties in
the facilities described in Paragraphs 1 through 13..


B = Annual operating costs for the Cypress

Creek facilities as determined by the official budget
of the Authority. Rate to include administrative
costs allocated to operate the Cypress Creek Well

Field not to exceed 257% of the administrative cost

in the annual budget.
C = Improvement and replacement costs of the

facilities including the 84" and 66" transmission mains
described in Exhibits D and F, for which expenditures
are within the approved budget for the current fiscal

year.

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Q = Estimated annual quantity of water

to be produced.

(c) As to the use of the 84" pipeline described

in Exhibit D, the use of any portion of such pipeline

shall be charged at the rate based upon the use of the

entire length of the pipeline.

(d) As to the use of the 66" pipeline described

in Exhibit F, the use of any portion of such pipeline

shall be charged at the rate based upon the use of the

entire length.

(e) The Authority may revise- the rates from time

to time during.the fiscal year when such revisions are

required to meet expenses.

(f) Depreciation shall not be included in the

determination of the rate.

29. CONDITIONS PRECEDENT TO PAYMENT: The. following are

conditions precedent to Pinellas' duty to pay:
(a) The Authority shall perform an annual

audit, specifically identifying all costs included

in water rates to Pinellas described in Paragraph 28 .

(b) The Authority shall not sell water at and
from the facilities as defined herein to any party

at a lower rate than charged Pinellas without Pinellas'

written approval; however, rates to others will not

include the 66-inch or 84-inch transmission main

described in Exhibits F and D if no portion is being

used.

30. METHOD OF PAYMENT: Pinellas' payment shall be on

a monthly basis.
31. TIME OF PAYMENT: The Authority shall present

Pinellas a monthly bill based upon its water consumption.

Pinellas shall have thirty (30) days from the receipt of said

bill to make payment.


15-












32. DEFAULT IN PAYIMENT: Unpaid balance due the

Authority more than thirty (30) days will be charged interest

at the rate of one (1%) percent per month. Balance due the

Authority longer than sixty (60) days shall be a material

breach of this Agreement by Pinellas, but shall not give to

Pinellas any rights contained in Paragraph 39(c)c

33. COMMITMENT AGREEMENT: The Authority hereby covenants

and agrees that upon the purchase of the facilities, assets

and properties as contemplated by this Agreement, at the end of

thirty (30) years or before, should the Authority accelerate

such purchase, it shall in perpetuity commit and set aside to

Pinellas the percentage. of its daily and annual production

equivalent to the percentage of Pinellas' investment in the

total cost of the facilities. Both parties acknowledge Pinellas'

dependence on said water for the health and well being of

the people of Pinellas County and the Authority commits to at

all times act in the utmost good faith to produce and sell

water to Pinellas from said facilities at the lowest reasonable

rates available under the then existing conditions.

34. COMMITMENT TO PASCO: Out of the quantity of water

committed and set aside to Pinellas under Paragraph 26 ,

Pinellas shall authorize the Authority to commit to Pasco 3 mgd

until October 1, 1978. After October.1, 1978, the Authority is

authorized to commit to Pasco up to 10% of the daily and annual

capacity of the facilities to be deducted from Pinellas' share.

Pasco shall enter a contract with the Authority to exclusively

purchase water from the Authority, except in those instances

where the Authority declines or is unable to provide water.

Should Pasco develop its own water supply sources to serve

areas serviceable by the Authority, the provisions of this

Paragraph shall be null and void.
35. ALTERNATIVES EVALUATION: The Authority agrees

that in the event of any future development by the Authority


16 -


__ II I- -r, .-~H












to supply water to meet Pinellas' needs, that when considering

the economic cost of the various alternatives, it will include

but not be limited to, the cost of expanding the facilities

and the unused capacity of the 84-inch and 66-inch transmission
mains more specifically described-in Exhibits D and F.

36. NORRIS PURCHASE OPTION: In the event Pinellas

should construct well field facilities on the "Norris Cattle"

property, the Authority shall have the option to purchase said

facilities for use as a well field upon the same terms and

conditions and in the same manner as the terms in this contract,

exclusive of the real property; provided Pinellas shall be

given the right to purchase from the Authority on a preferential

basis all of the water from said facilities that Pinellas shall

need.
37. EFFECT OF AUTHORITY'S FAILURE TO COMPLY: 'The

Authority's failure to comply with any or all of its obligations

under this Agreement shall constitute a material breach of

this Agreement.
38. NO ASSIGNMENT: The Authority shall not sell,

assign, lease or otherwise alienate any properties or contract

rights it'has received from Pinellas under this Agreement

without the prior written consent of Pinellas. It is the

intent of the parties that the Authority be absolutely pro-

hibited from any such alienation without approval of Pinellas

due to Pinellas' economic interest in the property and its

dependence upon the water supply obtained from such assets.
39. DEFINITIONS:

(a) FACILITIES: As used herein, this term

shall mean any wells, pumping stations, treatment

plants, transmission lines, houses or other equip-
ment or appurtenances used for the production and trans-

mission of water from the Cypress Creek Well Field

described in Exhibit A. This term shall not include


17-


L-~~~.;C~~C----- ~ .- --~- -













the 84-inch and 66-inch transmission mains more

specifically described in Exhibits D and F.

(b) GROUNDWATER RIGHTS: As used herein,

this term shall mean the sole, exclusive and

permanent right to take, appropriate and use

as a supply for a water distribution system the

ground, underground or subterranean waters in

and from the land in which such rights are

granted.

(c) MATERIAL BREACH: As used herein, this

term has the effect of:

(1) Revoking this entire Agreement

and requiring the Authority to immediately

Transfer all right, title or interest it .

may have in all of the assets or contractu-

al rights acquired under this Agreement;

(2) Revoking all assumed contractual

rights, rights to use or possession, rights

of operation of facilities and all obliga-

tions or duties between the parties, except

for compliance under Paragraph of

this Agreement;

(3) Requiring the Authority to immedi-

ately execute any and all documents necessary

to the transfer of all rights and property

from the Authority to Pinellas.

(4) Requiring immediate possession,

management, control and use of all facilities,

assets and contract rights by Pinellas even

in the event there is a dispute over whether

there has been a material breach and liti-

gation is pending.




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-- _







/





November 29, 1976



TO: MGG
FR: LMB
RE: Cypress Creek Wellfield Turn Over to
West Coast Regional Water Supply Authority


Here is a copy of the agreement which was executed on
November 22, 1976.

Please make a special note of paragraphs 20 and 21. A
separateebut similar agreement has, or will be executed
by St. Pete. There is some question as to whether or not
Pasco County will enter into a similar agreement but
paragraph 22 provides that if it is not done within 60 days
then the agreement with Pinellas County becomes null and void.



LMB/gw












SA G R ^ AGREEMENT

A[ [This CONTRACT entered into this L day of
S/y la/ p-- 1976, by and between PINELLAS COUNTY, a

political subdivision of the State of Florida, (hereafter
cited as "Pinellas") and the 1WEST COAST REGIONAL WATER

SUPPLY AUTHORITY, a public body created pursuant to
Chapter 74-114, Laws of Florida, 1974 (hereafter cited as

"Authority").
WITNESSETH THAT:

WHEREAS, Pinellas and PASCO COUNTY, a political

subdivision of the State of Florida (hereafter cited as

("Pasco") and ST. PETERSBURG, FLORIDA, a municipal corporation
(hereafter cited as "City"), and the SOUTHWEST FLORIDA WATER

MANAGEMENT DISTRICT, a public corporation created under

Chapter 61-691, Laws of Florida, 1961, as amended (hereafter
cited as "District") have repeatedly expressed the view that

it is in the best interest of the public to develop a regional
well field at Cypress Creek Flood Detention Area; and
WHEREAS, Pinellas, Pasco, the City and the District

have entered into several agreements for the cooperative

development of theCypress Creek Well Field within the Cypress
Creek Flood Detention Area located in Pasco County; and
WHEREAS, Pinellas entered into the Cypress Creek

Agreement of November 14, 1973, with Pasco, the City and the
District, whereby Pinellas, Pasco and the City have a property

interest in the land described therein in return for paying

one half of the District's total acquisition cost of said

lands; and
WHEREAS, Pinellas entered into the Cypress Creek
Development Agreement of August 30, 1974, with Pasco, and the

City, whereby all three formed a joint venture to share the
cost of developing the Cypress Creek Well Fields and the












amount of potable water produced by the completed facilities;

and

WHEREAS, Pinellas entered into an agreement with the

City on July 10, 1973, for the installation and operation of

an 84-inch transmission main from the Cypress Creek Well Field,

and

WHEREAS, Pinellas is the sole owner of a 66-inch trans-

mission main connecting the above 84-inch main; and

WHEREAS, the parties to this Agreement believe that the

best way the Cypress Creek Well Field can be developed as a

regional water supply to meet the needs of Pinellas, Pasco

and Hillsborough Counties is through its management by the

Authority.

NOW, THEREFORE, in consideration of the promises and

mutual agreement herein contained to be performed by the

parties hereto respectively, it is agreed as follows:

I

1. Pinellas County owns interests in real property,

personal property and has various contract rights and duties

the transfer of which are the subject of this Agreement. Unless

otherwise clearly indicated, it is the intention of the parties

that this document shall be considered as a "Contract for Deed"

as to Pinellas' real property interests, a "Conditional Sale"

as to any personal property, and a "Conditional Partial Assign-

ment"_as to any contract or other rights or property interests.

If the Authority makes the payments and performs the covenants

hereinafter mentioned on their part to be made and performed,

Pinellas hereby covenants and agrees to sell, convey, assign

or otherwise transfer and set over unto the Authority the

property interests and contract rights herein described. If
the Authority fails to make the payments or any part thereof,

or to perform any of the covenants on their part hereby made



2 -












and entered into, this Agreement shall, at the option of

Pinellas, be forfeited and terminated, and the Authority shall

forfeit all payments made under this agreement, and such

payments shall be retained by Pinellas inasmuch as said payments

represent a pro rata portion of Pinellas' actual investment,

costs and expenses and not a penalty, and Pinellas shall have

the right to re-enter and take possession of its property

without being liable to any action therefore.

CONTRACT FOR DEED TO REAL PROPERTY

2. REAL PROPERTY INTERESTS AT "CYPRESS CREEK":

Pinellas shall'convey to the Authority a deed, pursuant to ;

Fla. Stat. 125.411 (1975) of all of its right, title and

interest, arising out of the contract attached hereto as

Exhibit A in the lands described in Exhibit B, at the time the

Authority has made all payments due to Pinellas under this

contract.

(a) Such right, title and interest include

but are not limited to, Pinellas' equitable inter-

est in the lands described in Exhibit B, held in

trust by the District; and

(b) Pinellas' interest in permanent easements

and groundwater rights in land described in Exhibit

B; and

(c) Pinellas' interest in any groundwater rights,

perpetual easements or permanent rights of way for

the construction, reconstruction, maintenance, repair,

use and operation of production wells, pumps, col-

lector mains, pumping stations, transmission mains,

roadways, appurtenances and powerlines in, over,

through and across lands described in Exhibit B, to

be conveyed at a future date by the District.

3. REAL PROPERTY INTEREST IN ST. PETERSBURG'S PROPERTY

AT CYPRESS CREEK: Pinellas shall convey to the Authority a

3 -













deed, pursuant to Fla. Stat. 125.411 (1975) of all of its

right, title and interest in land owned by the City in

Section 14, 23 and 24, all in Range 19 East, Township 23 South,

Pasco County, Florida, consisting of approximately 1271 acres,

more specifically described in Exhibit E, at the time the

Authority has made all payments due to Pinellas under this con-

tract.
4. REAL PROPERTY INTEREST "84" INCH TRANSMISSION LINE:

Pinellas shall convey to the Authority a deed pursuant to

Fla. Stat. 125.411 (1975), of all of its right, title and

interest arising out of the contract attached hereto as

Exhibit D in the lands described therein, at the time the

Authority has made all payments to Pinellas under this contract.
(a) Such rights, titles and interest in-

clude, but are not limited to Pinellas' interest

in the right-of-way or easements for this joint

transmission line.

5. REAL PROPERTY INTEREST IN "66" INCH TRANSMISSION

LINE: Pinellas shall convey to the Authority a deed, pursuant

to Fla. Stat. 125.411 (1975), of all of its right, title

and interest in any right-of-way or easements in a 66-inch

pipeline more specifically described in Exhibit F, at the
time the Authority has made all payments due to Pinellas

under this contract.
6. RETAINED TITLE AND TIME OF POSSESSION: Pinellas

shall retain title to all interests described in Paragraphs 2

through 5 until such time as the Authority has made full payment

under either Paragraphs 16 or 17 The Authority shall

have possession and a right to use all of Pinellas' interests

in said property on January 1, 1977, subject to divestment

as otherwise provided for herein.












CONDITIONAL SALE AND/OR CONDITIONAL ASSIGNMENT

7. NOVEMBER 14, 1973, CYPRESS CREEK AGREEMENT:

Pinellas hereby assigns to the Authority all of its rights

under the contract as attached hereto as Exhibit A, and

Authority hereby accepts and agrees to perform said contract

obligations except as set out in Paragraph 8.
(a) Such rights include, but are not limited

to, the right to excavate, borrow or remove dirt
from said lands at a site or sites to be approved

by the District, in writing, within a reasonable

distance of the well, pump and.pumping station

sites and the roadway right of way for the pur-

pose of filling the same to a grade above that

of design flood elevation; and

(b) The right to be indemnified and held

harmless from and against all claims, demands,

suits or actions for bodily injury or property
damage arising out of or resulting from District's

operations in and about the Cypress Creek Flood
Detention Area, for which the District is legal-

ly liable.
8. Pinellas hereby delegates and the Authority hereby

assumes all of Pinellas' obligations and duties under the con-

tract attached hereto as Exhibit A, EXCEPT as to the following:

(a) The Authority shall not be liable to pay

Pinellas' portion of the money expended by the

District for the land .acquisition above the

amount on deposit except as provided under Para-

graph 15.
(b) Pinellas retains its duty and obligation

to contribute to the development and construction
of the facilities until they are capable of pro-

ducing an annual average of 30 mgd.












(c) Pinellas retains its duty and obligation

to indemnify and hold harmless the District from

all claims, demands, suits or actions for bodily

injury which Pinellas County is legally liable,

arising out of or resulting from Pinellas'

operations in and about the Cypress Creek Flood

Detention Area until the Authority takes posses-

sion of these facilities.

(d) Pinellas retains its duty and obligation

to contribute to the cost and expenses of con-

structing the roadway for ingress and egress to

and from the permanent well field facilities.

(e) Pinellas retains its duty and obligation

to maintain the premises, all appurtenant structures

and improvements in a neat, clean and sanitary

manner until the Authority takes possession.

(f) Pinellas retains its duty and obligation

to paint and otherwise keep, as near as practicable,

all of their installations and facilities in a

color, condition and manner as shall be compatible

with the use of such area by the District as a

natural wilderness, park and recreational area,

until the Authority takes possession.

9. AUGUST 30, 1974, AGREEMENT FOR THE DEVELOPMENT AND

OPERATION OF CYPRESS CREEK: Pinellas hereby assigns to the

Authority all of its rights under the contract attached hereto

as Exhibit C, and Authority hereby accepts and agrees to per-

form said contract duties and obligations except as set out in

Paragraph 10:
(a) Such rights include, but are not limited

to, Pinellas' rights in specific joint venture

property; and
(b) Pinellas' interest in the joint venture;
and












(c) Pinellas' right to participate in the

management of the joint venture at the time the

Authority takes possession; and

(d) Pinellas' right to be the operator of

the facilities at the time the Authority takes

possession.

10. Pinellas hereby delegates and the Authority hereby

assumes all of Pinellas' obligations and duties under the con-

tract attached hereto as Exhibit C, EXCEPT as to the following:
(a) The Authority shall not be liable for

Pinellas' portion of the costs of land acquisition

except as provided under Paragraph 15;

(b) Pinellas retains its duty and obligation

to contribute its portion of the costs for the,

construction of the facilities until they are

capable of producing an annual average of 30 mgd;

(c) In the event Pasco does not wish to

participate in the venture, Pinellas shall have

the duty and obligation to purchase one-half of

their unexercised interest in the joint venture.

11. CONTRACT RIGHTS RE 84" TRANSMISSION LINE: Pinellas

hereby assigns to the Authority all of its rights under the

contract attached hereto as Exhibit D.and Authority accepts

and agrees to perform said obligations except as set out in

paragraph 12. Such rights include, but are not limited to,
Pinellas' interest in the transmission line.
12. Pinellas hereby delegates and the Authority hereby

assumes all of Pinellas' obligations and duties under the con-

tract attached hereto as Exhibit D, EXCEPT as to the following:

(a) Pinellas retains its duty to share
with the City in all construction costs including

fees for engineering service, construction costs
and other ordinary and extraordinary costs re-












quired for the installation of the line.

(b) Pinellas retains its duty to perform

regular maintenance on said transmission line

until the Authority takes possession.

13. RIGHT TO USE 66" TRANSMISSION LINE: Pinellas shall

assign the right to use to the Authority all of Pinellas'

interest in the transmission line facilities, more specifically

described in Exhibit F.

14. RETAINED TITLE AND TIME OF POSSESSION: The Authority

shall have the contract rights and duties assigned to it in

paragraphs 7 (November 14, 1973, Cypress Creek Agreement),

paragraph 9 (August 30, .1974, Agreement for the Development and

Operation of Cypress Creek), paragraph 11 (Pinellas County's

Contract Rights under the 84" Transmission Line Contract), and

in paragraph 13 (The Right to use the 66" Transmission Line) on

January 1, 1977.

II

PAYMENT

15. DETERMINATION OF PRICE: Authority agrees to

buy and Pinellas agrees to sell at a price which is equivalent
to the total expenditure of Pinellas County for its interest

in said lands and the facilities developed thereon determined

in the following manner:

(a) Within 150 days after the Authority takes

possession of the completed facilities, Pinellas
shall provide to the Authority certification of

its total expenditures for the facilities trans-

ferred under this contract;

(b) This certification shall be reviewed by
the Authority's Certified Public Accountant before

being presented to the Authority for acceptance;




8 -





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