Title: Partnership Agreement
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Permanent Link: http://ufdc.ufl.edu/WL00004043/00001
 Material Information
Title: Partnership Agreement
Physical Description: Book
Language: English
 Subjects
Spatial Coverage: North America -- United States of America -- Florida
 Notes
Abstract: Jake Varn Collection - Partnership Agreement (JDV Box 108)
General Note: Box 16, Folder 13 ( Master Water Plan Project, Partnership Agreement, Governance/Water Agreement ), Item 7
Funding: Digitized by the Legal Technology Institute in the Levin College of Law at the University of Florida.
 Record Information
Bibliographic ID: WL00004043
Volume ID: VID00001
Source Institution: Levin College of Law, 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
03/12/98 16:43 V904 754 6878


March 12, 1998 CONFIDENTIAL ATTORNEY WORK PRODUCT


MEMORANDUM


TO: Ed Helvenstonke
Ken Weberake Varn
Jake Varn ?50- (SI- o03 Working Copy
Frank Hearne
Dominick Graziano

FROM: Jim Robinso
SUBJECT: Partnership Agreement


I have prepared the attached table setting forth executory requirements and deadlines
under the version provisionally approved by the Governing Board on February 24. The
table also contains references to page and paragraph numbers where requirements
and deadlines may be found. This was an interesting exercise and lead to my
discovery of another gap having to do with approval of the Operations Plan.
Subparagraph 4.B. loes not contain any clear provision for direct approval or
disapproval within any time frame of the original Operations Plan submittal. Another
area of uncertainty has to do with timing of the execution of the Trust Agreement.
While it is clear that the funding of the Trust Agreement will not occur until the initial
Funding Agreement is entered into, it is not clear when the Trust Agreement will be
signed.

As we already know, the provisionally approved draft dMllMilS ss settlement of
i0eadministreatve proceeding in the case where the Consolidated Permit does not/
issue (compare subparagraph 5.G. with subparagraph 7.B). Nor does the existing draft
adequately address What happens to the existing water use penfits in the event of the
Rteawinaton fthe Agemment or tie non-issuance of the Consolidated Permit This last
matter is something I endeavored to correct by my proposed changes which I have
given to you. Finally, I'm trying to correct a problem with the current draft regarding
non-issuance of the Consolidated Permit by reason of the failure to meet one or more
of the conditions to its issuance under 5.F. In 5.1. we say that the Agreement will not
terminate. The problem is that at least three of the conditions to the issuance of the
Consolidated Permit also happen to be events of termination of the Agreement.

JAR:Imj

Attachment


NTB.Lt\PATableMemo


--,-- FOWLER WHITE 001..


SWFWMD LEGAL









Page 1


Ehhht:::::f l '0
..ExecutoryR. u ren. t ra. Time Table .
,o. No.

Meeting re preliminary New Water Plan Later of 8 N/A N/A
5/1/99 or 2.C.
10 days after effect.
date of PA
Preliminary New Water Plan submittal 7/1/98 6 2.A. 90 days + to approve or 8 2.D.
disapprove

Meeting re final New Water Plan 11/1/98 9 2.E. N/A N/A
Final New Water Plan submittal 1/4/99 6 2.A. 90 days + to approve or 10 2.F.
disapprove

38 mgd on line 12/31/02 6/7- N/A N/A
2.A.


47 mgd on line (additional)/ total 85 mgd 12/31/07 7 2.A. N/A N/A
6-1.A.

Modification of New Water Plan N/A 10- 90 days + to approve or 11 -
2.G. disapprove 2.G.
10-2.F.








Page 2


2CePageen 0 Aut if lOt Dtrt Pae: Diit ead e Ii :..ag
S^Partn :rshpAIBI I: ^ aa io'r
Re.e.. ..... l -,a,. Ti m T ~ ar .

Project Permitting Expedite 11 Expedite review and 11-
2.H. approval or disapproval 2.H.
Funding Requests Anytime after approval of 11 60 days to approve or 11 2.1.
final New Water Plan 2.1. disapprove
Progress Reports Upon request and 12- N/A N/A
annually by 7/1/99 2.J.
Performance of final New Water Plan Timely 12 N/A N/A
3.A.
Funding Agreement When Authority is 13- When Authority is 13-
prepared to develop an 3.B. prepared to develop an 3.B.
Eligible Project Eligible Project
Additional Funding (other sources) N/A 14 N/A 14-
3.C. 3.C.
















Trust Agreement Execution
and Funding


1) ? Signing at same time
as PA;
2) Initial funding at same
time as initial Funding
Agreement if: final New
Water Plan is approved;
Basin Boards have given
necessary approvals; and
Interlocal Agreement is
effective


14-
3.D.


1) ? Signing at same time
as PA;
2) Initial funding at same
time as initial Funding
Agreement if: final New
Water Plan is approved;
Basin Boards have given
necessary approvals; and
Interlocal Agreement is
effective


District Annual Deposits N/A N/A 4/1/ of each fiscal year 15 -
through 2007 3.D.

Phased Reductions 158 mgd from execution 17/18 Timely Funding 16-
of PA through 12/31/02; 4.A. 3.E.
121 mgd thereafter
through 12/31/07; 6 1.B.
90 mgd thereafter

Operations Plan original submittal 7/1/98 18 ?Approve or disapprove 720 -
4.B. (no time limit) 4.B.


Page 3


14 -
3.D.
















Operations Plan update report


Consolidated Permit


Annually by 7/1


Upon: 1) full
implementation of
Interlocal Agreement; 2)
District approval of
necessary applications,
amendments,
modifications or
extension of the 7
existing WUPs; 3) final
District approval of
waivers/variances; 4)
final adoption of rule
changes; 5) District
approval of the
Operations Plan


20-
4.B.


Approve or disapprove
(no time limit)


SI + I


23-
5.F.


Upon: 1) full
implementation of
Interlocal Agreement; 2)
District approval of
necessary applications,
amendments,
modifications or
extension of the 7
existing WUPs; 3) final
District approval of
waivers/variances; 4)
final adoption of rule
changes; 5) District
approval of the
Operations Plan


Settlement of Admin. Proceeding When Consolidated 23 When Consolidated 23 -
Permit is in effect 5.G. Permit is in effect 5.G.
-or-

If Consolidated Permit doesn't issue ? 26 ? 26 -
7.B. 7.B.


Page 4


20-
4.B.


23 5.F.
















Negotiation of District acquisition of Weeki
Wachee Springs


1/1/00 or upon request
by St. Pete


25 6


1/1/00 or upon request
by St. Pete


Demand Management (Conservation and goal of 17 mgd by 2005 26 N/A N/A
Reuse) Annual reports beginning 7.A.
7/1/99
Demand Management Co-Funding ?Request and co-fund ?26 $9 million per year 26 -
7.B. expected for 10 years 7.B.
Alternative dispute resolution Water 90 days from effective 27- 90 days from effective 27 -
Consortium date of PA to consider 8.A. date of PA to consider 8.A.
establishment establishment
Alternative dispute resolution process Initiated by either party 28 Initiated by either party 28 -
District and Authority upon written notice 8.B. upon written notice 8.B.

30-day discussion

If no resolution,
appointment of mediator

After 60 days with no
settlement, either party
may terminate settlement
discussions and
commence litigation or
administrative proceeding


Page 5


25-6
















Dismissal of Pinellas suit against District
and citizens


Upon meeting of
contingencies in 5.G.
(i.e., when Consolidated
Permit is effective and 4
wellfields case is
dismissed)


35 24


Upon meeting of
contingencies in 5.G.


Rule waiver or variance petitions 30 days from effective 36 25 N/A (Chapter 120 would N/A
date of PA to file petitions control)


Draft J.A.R. 3/12/98


Page 6


35 24










F? --OM --A 1


Failure to meet conditions:

(1) Full implementation of
Interlocal Agreement

(2) District approval of applications
for modification, amendment or extensions
of 7 existing wellfields

(3) Approval of waivers/variances

(4) Adoption of any necessary rule changes

(5) Approval of the Operations Plan (N.B.,
essentially the same as (5) of the events of
termination of the PA)


(1) PA does not terminate

PROBLEM: This is inconsistent since failure of certain of
the conditions for issuance of the CP, namely, (1), (2) and
(5), are events of termination of the PA under
21.B. [THIS PROBLEM IS CURED BY PROPOSED
SUBSTANTIVE REVISIONS]

(2) As presently written, existing WUPs which would have
been consolidated remain in effect subject to PA
requirements, including approved Final New Water Plan
and reductions to 121 and 90

PROBLEM: Existing language does not provide for a
sufficient modification of the existing permits so as to
incorporate many of the terms and conditions we've
written for the Consolidated Permit which we'd like to see
in the individual WUPs. (THIS PROBLEM IS CURED BY
PROPOSED SUBSTANTIVE REVISIONS]

PROBLEM: Existing 5.1. does not provide for the
settlement of the pending administrative proceeding and is
therefore ambiguous as to the treatment to be given the 4
wellfields. As written, 5.1. would be construed to treat the
4 wellfields permits just like the other 7, but there is no
provision for entry of the necessary Final Order renewing
the four permits, nor any provision for settlement
of the proceeding as there is in the case where the CP
issues (see 5.G.)) [THIS PROBLEM IS CURED BY -
PROPOSED SUBSTANTIVE REVISIONS]


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ACTIONS REQUIRED BY AUTHORITY:

(1) Interlocal Agreement not executed by 5/1/98

(2) Interlocal Agreement not fully implemented or is
terminated

(3) Final New Water Plan is not timely submitted or is not
approved by 6/30/99

(4) Authority fails to propose New Water Plan with Eligible
Projects utilizing full $183 mil.

(5) Operations Plan is not timely submitted or is not
approved by12/31/98

(6) Adequate assurance of future performance is not given
under 21.A.

(7) Agreement is declared terminated after notice of right
to cure under 21.C.

ACTION REQUIRED BY DISTRICT:

(1) District's failure to fund (3.E.)


Post-I" brand (ax transmittal memo 7671 1 N ol pages "2


(1) "All permits" approved pursuant to PA terminate after 6
mos.; Authority has this time to file applications to modify
or replace such permits (21.D.)

PROBLEM: Pursuant to 5.1, PA does not terminate
based on non-issuance of Consolidated Permit for failure
of one or more conditions under 5.F. Yet, 5.F. includes
(1), (2) and (5) of the events of termination of the PA.
[THIS PROBLEM IS CURED BY THE PROPOSED
SUBSTANTIVE REVISIONS]
















(1) Authority has 6 mos. to file an application for
modification of the Consolidated Permit (if it has issued) or
the existing individual WUPs (if it hasn't) with the total
quantity reduced in accordance with the formula in 3.E.


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