Title: Water Exchange Contract entered into by West Coast Regional Water Supply Authority and the City of St. Petersburg, Florida
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 Material Information
Title: Water Exchange Contract entered into by West Coast Regional Water Supply Authority and the City of St. Petersburg, Florida
Physical Description: Book
Language: English
 Subjects
Spatial Coverage: North America -- United States of America -- Florida
 Notes
Abstract: Jake Varn Collection - Water Exchange Contract entered into by West Coast Regional Water Supply Authority and the City of St. Petersburg, Florida
General Note: Box 28, Folder 2 ( West Coast Regional Water Supply Authority Agreements - 1976-1982 ), Item 4
Funding: Digitized by the Legal Technology Institute in the Levin College of Law at the University of Florida.
 Record Information
Bibliographic ID: WL00004688
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





WHEREAS, the Authority and the City desire to effect the

aforesaid exchange of water on the terms and conditions set forth in

this Contract.

NOW, THEREFORE, in consideration of the premises, which shall be

deemed an integral part of this Contract, and of the mutual covenants

and agreement set forth in this Contract, the Authority and the City,

intending to be legally bound thereby, agree as follows

1. DEFINITIONS. Certain terms having specific definitions are

used in this Contract. These terms and their definitions are as

follows:

1.1 Authority Facilities. All real property, pumps, pipes

and appurtenant and associated facilities acquired or constructed

by the Authority for the purposes of producing water for, and

transmitting water to, the northwestern area of the County.

1.2 City Facilities. The Cosme-Odessa Wellfield, the Cosme-

Odessa Interconnect, the Section 21 Wellfield and the Section 21

Interconnect.

1.3 Contract Year. The fiscal year of the Authority

beginning on October 1, 1982, and ending on September 30, 1983,

and each fiscal year of the Authority (beginning on each October

I and ending on the immediately following September 30)

thereafter during the term of this Contract.

1.4 Cosme-Odessa Interconnect. The 42" water transmission

pipeline owned by the City that transmits water from the Section

21 Wellfield to the Cosme-Odessa Wellfield.

1.5 C sme-Odessa Wellfield. The real property, pumps, pipes

and appurtenant and associated facilities owned by the City the
i








northwestern area of the County and popularly known as the

Cosme-Odessa Wellfield.

1.6 Revenue Bonds. Any bonded indebtedness of the Authority

incurred or purposes of acquiring and constructing Authority

Facilities.

1.7 Section 21 Interconnect. The 42" water transmission

pipeline owned by the City that transmits water from the

wellfield owned by the City in Pasco County, Florida, to the

Section 21 Wellfield.

1.8 Section 21 Wellfield. The real property, pumps, pipes

and appurtenant and associated facilities owned by the City in

the northwestern area of the County and popularly known as the

Section 21 Wellfield.

1.9 Section 21 Interconnect Capacity. An agreed upon rate of

water tran mission capacity of the Section 21 Interconnect equal

to 48 million gallons per day.

1.10 'Section 21 Interconnect Reserved Capacity. That amount

of the Section 21 Interconnect Capacity reserved by the Authority

for the transmission of water produced by the Authority

Facilities and contributed to the City Facilities through

connections to the Section 21 Interconnect, up to a maximum

amount of 10 million gallons per day.

1.11 Section 21 Interconnect Present Value. On the date of

the execution of this Contract, $1,891,524.00, which is the sum

of the amounts set forth in Exhibit 1.11 to this Contract, which

Exhibit 1.11 is made a part hereof by this reference. Section 21

Interconnect Present Value is a depreciated replacement value and

shall be computed annually by multiplying the designated








1.17 Water Supply Contract. That certain contract by and

between the Authority and Hillsborough County, a copy of which is

attached to this Contract as Exhibit 1.17 and by this reference

made a part hereof.

2. BACKGROUND AND INTENT. Water is produced at the wellfield

owned by the City in Pasco County, Florida, and transmitted south in

the Section 21 Interconnect to the Section 21 Wellfield.

Additional water is produced at the Section 21 Wellfield. The

water flowing to the Section 21 Wellfield in the Section 21

Interconnect and the water produced at the Section 21 Wellfield is

transmitted west in the Cosme-Odessa Interconnect to the Cosme-Odessa

Wellfield.

Additional water is produced at the Cosme--Odessa Wellfield. The

water flowing to the Cosme-Odessa Wellfield in the Cosme-Odessa

Interconnect and the water produced at the Cosme-Odessa Wellfield is

transmitted from there to the City for use by its residents.

The Authority anticipates the acquisition and construction of

Authority Facilities in the vicinity of the City Facilities, but the

water that may be produced by Authority Facilities is to be delivered

to the County at a location east of the Section 21 Wellfield.

The anticipated location of Authority Facilities and the location

of, and direction of water flow in, the City Facilities have led the

Authority and the City to recognize that the most economical and

efficient method of delivering to the County a quantity of water equal

to that produced by Authority Facilities in the vicinity of the City

Facilities is a water exchange through the medium of the City

Facilities. It is the intent of this Contract to provide for such a



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the maximum taly entitlement or the maximum annual entitlement

specified for such Contract Year in Section 1.16, nor provide for

contribution tb the Section 21 Interconnect in excess of the Section

21 Interconnect Reserved Capacity.

5. CONNECTION OF AUTHORITY FACILITIES. The Authority shall

connect Authority Facilities to the City Facilities at such location

or locations as the Authority and the City shall deem reasonable. The

cost of connecting the Authority Facilities to the City Facilities

shall be borne solely by the Authority.

6. DELIVERY OF WATER ENTITLEMENT. During each Contract Year, the

City shall use its best efforts to deliver the Water Entitlement for

such Contract Year to the Authority at the Section 21 Wellfield in

accordance with the Water Contribution and Delivery Schedule for such

Contract Year. Notwithstanding the foregoing, on any day or during any

Contract Year, the City shall not be required to deliver water from

the Section 21 Wellfield to the Authority in amounts greater than the

amounts contributed by the Authority to the City Facilities on such

day or during such Contract Year. It is recognized by both parties

that during certain dry times of the year, water usage may be limited

by monitor levels and therefore, the water exchange, as much as

possible, shall be reconciled monthly to prevent hardships to either

party. The transmission by the Authority of water delivered to it by

the City at the Section 21 Wellfield shall be effected by facilities

constructed at the sole expense of the Authority.

7. SECTION 21 INTERCONNECT USE COST. For each Contract Year, the

Authority shall pay to the City the Section 21 Interconnect Use Cost

for such Contract Year as follows:









water exchaage4

Because the City will deliver to the Authority water produced at

the Section 21 Wellfield, the only additional burden imposed on the

capacity of the City Facilities by the contemplated water exchange is

the transmission of the amount of water contributed by the Authority

to the City -Facilities through connections to the Section 21

Interconnect. Accordingly, it is the further intent of this Contract

to provide for payments by the Authority to the City only for the

purpose of reibursing the City for the Authority's use of the Section

21 Interconnect.

3. TERM. The term of this Contract shall begin on the date of its

execution and shall end on the thirty-fifth (35th) anniversary of the

date of its execution, The City, however, may terminate this Contract

on the first date subsequent to May 31, 1982, on which the Authority

has no obligation to deliver water to Hillsborough County under the

Water Supply Contract.

4. WATER CONTRIBUTION AND DELIVERY SCHEDULE. On or before

December 1, 1982, the Authority shall designate the Section 21

Interconnect Reserved Capacity. On or before the 1st of May

immediately preceding each Contract Year, the Authority shall deliver

to the City the Water Contribution and Delivery Schedule for such

Contract Year, A Water Contribution and Delivery Schedule may be

amended by the Authority at any time by written notice to the City;

provided that 'any such amendment shall have a prospective effective

date that affqrds reasonable advance notice to the City. The Water

Contribution and Delivery Schedule for any Contract Year shall not

require deliveries of water in daily or annual amounts greater than
I








1.14 Section 21 Interconnect Use Cost. For any Contract

Year, an amount equal to that obtained by multiplying the Section

21 Interconnect Capital Cost for such Contract Year by a

fraction, ithe numerator of which is the Section 21 Interconnect

Reserved Capacity and the denominator of which is the Section 21

Interconnect Capacity.

1.15 Water Contribution and Delivery Schedule. For any Con-

tract Year, the written schedule prepared by the Authority and

delivered to the City that details the daily water contributions

(specifying the location of each water contribution connection

point and the amount of water to be contributed at each such

connection point) and the daily water delivery requirements of

the Authority with respect to the Water Entitlement for such

Contract Year.

1.16 1Water Entitlement. For any Contract year, the amounts

of water produced by Authority Facilities actually contributed to

the City Facilities during such Contract Year, but, such amounts

shall not exceed those determined in accordance with the

following schedule, nor shall amounts be contributed to the

Section 21 Interconnect in excess of the Section 21 Interconnect

Reserved Capacity, unless the unused capacity of the City

Facilities can accommodate greater amounts without interfering

with the City's use of the City Facilities.

Average Daily Maximum Daily Maximum Annual
September 30- Entitlement (MGD) Entitlement (MHD) Entitlement (MG)

1982-1985 7.5 15.7 2737.5
1986-1990 8.8 18.4 3212.0
1991-1995 10.1 20.3 3686.5
1996-2000 11.5 21.9 4197.5
2001 and 14.2 27.1 5219.5
thereafter









replacement cost by the appropriate depreciation rate. Subsequent

to the date of the execution of this Contract, the Section 21

Interconnect Present Value shall be reduced by the amounts of

replacement costs specified in Exhibit 1.11 that correspond to

portions bf the Section 21 Interconnect that are replaced by the

City subsequent to the date of the execution of this Contract.

1.12 Section 21 Interconnect Subsequent Capital Expenditure.

A capital expenditure by the City to replace any portion of the

Section 21 Interconnect subsequent to the date of the execution

of this Contract.

1.13 Section 21 Interconnect Capital Cost. For any Contract

Year, the aggregate amount of the debt service that would be

payable by the City during such Contract Year if:

1.13.1 On the date of the execution of this Contract,

the City had borrowed the Section 21 Interconnect Present

Value (determined as of the beginning of such Contract Year

in Accordance with the provisions of Section 1.11) at an

interest rate of 6.25% per annum with principal and interest

amortized in 360 consecutive, equal monthly installments;

and

1.13.2 On the date of each Section 21 Interconnect

Subsequent Capital Expenditure, the City had borrowed the

amount of such Section 21 Interconnect Subsequent Capital

Expenditure at whatever per annum interest rate the

construction money cost the City with principal and interest

amortized in 360 consecutive, equal monthly installments.









7.1 Estimated Section 21 Interconnect Use Cost. On or before

the May 31 immediately preceding each Contract Year, the City

shall deliver to the Authority written notice of the estimated

Section 21 Interconnect Use Cost for such Contract Year.

7.2 Payment of the Estimated Section 21 Interconnect Use

Cost. The estimated Section 21 Interconnect Use Cost for each

Contract Year shall be paid by the Authority to the City in

monthly payments on or before the 20th day of each calendar month

during such Contract Year. The monthly payments shall be

determined by multiplying the Section 21 Interconnect Use Cost by

a fraction, the numerator of which is the amount of water

delivered in the month of payment and the denominator of which is

the amount of water to be delivered pursuant to the Water

Contribution and Delivery Schedule for such Contract Year;

provided, however, that the sum of the monthly fractions for any

Contract year shall equal one (1), thereby permitting the City to

receive payments totalling the entire Estimated Section 21

Interconnect Use Cost for that Contract Year.

7.3 Adjustments for Actual Capital Costs. On or before each

January 31, the Authority shall submit to the City a written,

detailed statement of the actual Section 21 Interconnect Capital

Costs and the actual Section 21 Interconnect Use Cost for the

immediately preceding Contract Year computed on the basis for the

actual Section 21 Interconnect Capital Costs. The amount by which

the actual Section 21 Interconnect Use Cost for the immediately

preceding Contract Year exceeds or is less than the estimated

Section 2 Interconnect Use Cost paid by the Authority during

such immediately preceding Contract Year shall be added to, or


__










subtracted from, the remaining monthly payments of the estimated

Section 21, Interconnect Use Cost for the current Contract Year on

a pro rata basis.

7.4 Termination of Payment Obligation. Notwithstanding any-

thing in this Contract to the contrary, once the Authority has

paid the Section 21 Interconnect's Present Value for thirty (30)

years, the Authority shall not be required to make any further

payments of the Section 21 Interconnect Present Value portion of

the Section 21 Interconnect Use Cost. Further, so long as the

Authority continues to pay all required payments of the Section

21 Interconnect Subsequent Capital Expenditures, the Authority

shall have the perpetual right to use the Section 21 Interconnect

Reserved Capacity. Provided, however, that upon termination of

this Contract, the City shall have the option to repurchase the

Section 21 Interconnect Reserved Capacity from the Authority. The

repurchase price shall be the depreciated present value of the

Section 21 Interconnect at the time of the exercise of the

repurchase option. The purchase price shall be paid in 360

consecutive, equal monthly installments with an interest rate

established by the Bond Buyer's 20 Bond Index issued immediately

prior to the exercise of the option to repurchase.

8. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE AUTHORITY.

The Authority represents and warrants to the City as follows:

8.1 Cooperation of the Authority. The Authority shall co-

operate with the City in the construction and installation by the

Authority of the facilities and equipment necessary to enable the

Authority to connect Authority Facilities to the City Facilities









WATER EXCHANGE CONTRACT

THIS CONTRACT is entered into this day of

-r. LQAk."_,/ 1981, by and between WEST COAST

'REGIONAL WATER, SUPPLY AUTHORITY, an interlocal governmental agency

created and existing pursuant to the authority of Sections 373.1962

and 163.01, Florida Statutes ("the Authority"), and the CITY OF ST.

PETERSBURG, FLORIDA, a municipal corporation of the State of Florida

("the City").

WITNESS ETH s

WHEREAS, the Authority was created to produce and sell water at

cost to its member governments;

WHEREAS, the Authority desires to produce water in the

northwestern area of Hillsborough County, Florida ("the County"), and

to sell said Jater, or an equal amount of water, to the County, a

member government of the Authority;

WHEREAS, the City, a member government of the Authority, owns and

operates water production and transmission facilities in the northwes-

tern area of the County;

WHEREAS, the most efficient and economical method of delivering

to the County an amount of water equal to that produced for it by the

Authority in the northwestern area of the County is to connect the

water production facilities of the Authority to the water transmission

facilities of the City and to allow the Authority to take delivery

from the water production facilities of the City an amount of water

equal to that produced by the water production facilities of the

Authority and contributed to the water transmission facilities of the

City; and









pursuant o Section 5 and to transmit water delivered to it by

the City from the Section 21 Wellfield pursuant to Section 6.

Such cooperation shall include, but not be limited to,

construction schedules and techniques minimizing the effect on

the operation of the City Facilities of such connections.

8.2 Water Measurement. The Authority shall measure all water

contributed by it to the City Facilities, all water flowing to

the Section 21 Wellfield from the Section 21 Interconnect and all

water delivered to it by the City at the Section 21 Wellfield

with measuring devices and equipment acceptable to the Authority

and the City, which measuring devices and equipment shall be

installed at the sole expense of the Authority. The Authority

shall install, operate, maintain, examine, test and service such

measuring devices and equipment so as to ensure maximum accuracy.

The Authority shall maintain complete and accurate records of its

water measurements. The said measuring devices and equipment and

records shall be available for inspection by the City upon

reasonable notice.

8.3 Commitment to Pay. The Authority shall pay the Section

21 Interconnect Use Cost for every Contract Year throughout the

term of this Contract in the manner provided in Section 7 without

notice or demand and without set off, counterclaim, abatement,

suspension or deduction, except as provided in Section 7.

8.4 Water Quality. The Authority will use its best efforts

to contribute to the City Facilities untreated water of a good

and uniform quality. In the event the water produced from the

Authority Facilities and contributed by the Authority to the City









Facilities has a hardness 10 mg/liter greater than the water

taken by the Authority from the City Facilities, then the City

may determine, upon a reasonable basis, the additional treatment

costs required to maintain their treated water quality at its

previous !level and assess those costs to the Authority. Said

costs shall be added to and treated as a portion of the Section

21 InterConnect Use Cost and payment of such costs shall be as

set forth in Section 7.

9. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE CITY. The

City represents and warrants to the Authority as follows

9.1 Cooperation with the Authority. The City shall cooperate

with the Authority in the construction or installation by the

Authority of the facilities and equipment necessary to enable the

Authority to connect Authority Facilities to the City Facilities

pursuant to Section 5 and to transmit water delivered to it by

the City from the Section 21 Wellfield pursuant to Section 6.

Such cooperation shall include, but not be limited to temporary

operational adjustments to facilitate connections of Authority

Facilities to the City Facilities and the granting of easements

by the City to the Authority. Any capital improvements by the

Authority to, and equipment installed by the Authority on,

property owned by the City shall be owned by the Authority and

subject to removal at the expense of the Authority upon the

termination of this Contract. Any easement granted to the

Authority by the City pursuant to this Section 9.1 shall be

limited in scope and duration to that necessary to effectuate the

intent of this Contract. Additionally, the City shall permit the





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Authority'to enter upon property owned by the City for the

purposes of operating, maintaining, repairing, replacing and

renewing improvements and equipment owned by the Authority and

located on such property, including, but not limited to, the

measuring devices and equipment described in Section 8.2.

9.2 Commitment of Capacity. Barring circumstances beyond its

control, the City, at all times during the term of this Contract,

shall permit the Authority to contribute water to the Section 21

Interconnect in amounts up to the Section 21 Interconnect

Reserved Capacity, and shall permit the Authority to contribute

water to the City Facilities at least in amounts up to the

schedule of Water Entitlement contained in Section 1.61.

9.3 Maintenance of City Facilities. The City recognizes that

the delivery of water by the Authority to the County pursuant to

contracts between the Authority and the County depends in part on

the ability of the Authority to contribute water to the City

Facilities and to take delivery of water from the City at the

Section 21 Wellfield. Accordingly, the City shall use its best

efforts to maintain the City Facilities in good order, condition

and repair including, but not limited to, such replacements and

renewals 6f the City Facilities as are necessary to effectuate

the intent of this Section 9.3.

9.4 Water Quality. The City will use its best efforts to

deliver to the Authority untreated water of a good and uniform

quality.

10. COUNTY AND BONDHOLDERS AS THIRD PARTY BENEFICIARIES. The

Authority and the City agree that the County and the holders of the









Revenue Bonds shall be third party beneficiaries of this Contract and

the rights, obligations, representations and warranties of both the

Authority and phe City pursuant to this Contract.

11. NO MNRGER. The Authority and the City acknowledge that it is

contemplated that the Authority and the City will enter into

agreements subsequent to the execution of this Contract whereby the

City may transfer all or part of the operation and control of the City

Facilities to the Authority. The Authority and the City agree that

this Contract and the rights, obligations, representations and

warranties of each of them pursuant to this Contract, shall not be

merged with, or extinguished by, any such agreements. If such agree-

ments effect *a delegation by the City to the Authority of the

obligations of the City pursuant to this Contract, then the City shall

remain at all times principally responsible for the full performance

of such obligations. This Section 11 is included in this Contract for

the general purpose of preserving the integrity of this Contract for

the benefit of the County and the holders of the Revenue bonds and for

the specific purpose of preserving third party rights of the County

and the holders of the Revenue bonds vis-a-vis the City.

12. HEAD PRESSURES. Recent engineering studies have indicated

that the addition of water from the Authority Facilities into the

Section 21 Interconnect and interior transmission lines within Section

21 Wellfield may affect the head pressure in the City's South Pasco

wellfield. Accordingly, the Authority shall reimburse the City for all

additional power costs caused by any such increase in head pressure

and shall repay, in kind, all water losses suffered by the City as a

result of any puch increase in head pressure.









13. SURGE PROTECTION. The parties recognize that the surge

protection capabilities of the Section 21 Interconnect may be affected

by the addition of water produced from the Authority Facilities into

the Section 21 Interconnect.The Authority shall save the City harmless

from any losses which may occur as a result of the additional burden,

if any, caused by the addition of such water. If any pipe ruptures

occur as a result of said additional burden, the City shall be

reimbursed for the repair expenses and the Authority shall repay, in

kind, any resulting water losses.

14. SECTION 21 WATER COST PRESERVATION. It is the intent of this

Contract that the cost to the City of water from the Authority

Facilities shall be no higher than the cost to the City of water

produced from .the Section 21 Wellfield which is exchanged for the

water produced from the Authority Facilities.If some future regulatory

agency begins controlling water rates in such a manner so as to

frustrate this intent, then the Authority shall reimburse the City for

all additional costs of water exchanged under this Contract resulting

from such control.

15. PRIOR AGREEMENTS. This Contract shall supersede any and all

other agreements between the Authority and the City to the extent that

the terms and provisions of any such agreements conflict with the

terms and provisions of this Contract.

16. NOTICES. Any notices or other writings permitted or required

to be delivered pursuant to this Contract shall be delivered to the

Authority at its General Manager's office and to the City at its City

Manager's office.




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17. CONSTRUCTION. This Contract shall be governed by, and

construed in accordance with, the laws of the State of Florida.

18. AMENDMENT. This Contract may be. amended only by a writing

duly executed by the Authority and the City, but, in no event, shall

any such amendment diminish, restrict or infringe on the rights of the

County and the holders of the Revenue Bonds as third party

beneficiaries of this Contract.

19. FILINP. On the date of the execution of this Contract, a copy

of an executed original of this Contract shall be filed with the Clerk

of the Circuit Court of Pinellas County, Florida.

IN WITNESS WHEREOF, the Authority and the City have executed this

Contract this 0' 1981.


ATTEST WEST COAST REGIONAL WATER SUPPLY
AUTHORITY

ATTS- CBy S. T: R L-CL L l

ATTESTt CITY O STjTERUG


Cc' 9z 7arl) By:___ ___ ____










SECTION 21 INTERCONNECT PRESENT VALUE


ITEM1

A. 42" PCCP Transmission Main
(16,204')

B. Access Roads Unpaved (9,981')

Paved (6,223')

C. Drainage Facilities Culverts

D. Fencing Chain Link

Gates

E. Clearing 6 Grubbing

TOTAL


REPLACEMENT COST2

$ 1,669,012


148,927

81,927

39,825

1,802

3,233

142,500


DEPRECIATION RATE3 PRESENT VALUE

0.01 $ 1,552,181


0.033

0.033

0.020

0.020

0.020

0.01


109,610

63,002

34,250

1,514

2,717

128,250 2

$ 1,891,524


1. Items describe Transmission Facilities beginning Hillsborough/Pasco County line and extending
south to Van Dyke Road.

2. Replacement cost data obtained from Greeley & Hansen.

3. Depreciation rate as established by Greeley & Hansen.




* :.


WATER SUPPLY CONTRACT FOR HILLSBOROUGH COUNTY

TIIIS CONTRACT Is entered into this 10th day of November ,

1981, by and between WEST COAST REGIONAL WATER SUPPLY AUTHORITY, an

interlocal governmental agency created and existing pursuant to the

authority of Sections 373.1962 and 163.01, Florida Statutes ('the

Authority"), and IIILLSBOROUGH COUNTY, FLORIDA, a political subdivision

of the State of Florida ("the County").



WITNESSETl :

WHEREAS, the Authority was created to produce and sell water at

cost to its member governments;

WHEREAS, the County is a member government of the Authority;

WHEREAS, the Authority and the County entered into an agreement

on August 28, 1980 ("the 1980 Agreement"), wherein the Authority was

granted the exclusive right to develop and operate future water supply

sources in the County to meet the County's future water needs;

WHEREAS, the Authority, in partial fulfillment of its obligations

under the 1980 Agreement, desires to produce water in Iillshorough

County, Florida, and to sell said water at cost to the County; and

WHEREAS, the County desires to purchase said water al. cost.

NOW, THEREFORE, in consideration of the premises, which shlil be

deemed an integral part of this Contract, and of the mutual covenants

and agreements set forth in this Contract, the Authority and the

County, intending to be legally bound thereby, agree as follows:

1. DEFINITIONS. Certain terms having specific definitions are

used in this Contract. These terms, and their definitions, are as

follows:


EXHIBIT 1.17










1.1 Actual Water Charge. For any Contract Year, the sum of

the actual Operating and Maintenance Costs, Debt Service Costs,

and Capital Replacement Costs incurred by the Authority during

such Contract Year.

1.2 Capital Replacement Costs. For any Contract Year, all

capital costs incurred by the Authority during such Contract Year

for the replacement of portions of the Water Production

Facilities, as well as expansion of the Water Production

Facilities for the purpose of increasing production or delivery

of water, provided that Capital Replacement Costs shall include

only actual capital replacement or expansion expenditures and

shall not include depreciation.

1.3 Contract Year. The fiscal year of the Authority

beginning on October 1, 1982, and ending on September 30, 1983,

and each fiscal year of the Authority (beginning on each October

I and ending on the immediately following September 30)

thereafter during the term of this Contract.

1.4 Debt Service Costs. For any Contract Year, all costs in-

curred by the Authority during such Contract Year for principal

payments, interest payments, redemption premiums, if any, and

service charges with respect to the amortization of the Revenue

Bonds.

1.5 Environmental Permits. All licenses, permits and other

approvals from any government or governmental agency, whether

federal, state or local, necessary or convenient for the

acquisition, construction and operation of the Water Production

Facilities, including, but not limited to, consumptive use

permits from the Southwest Florida Water Management District.









1.6 Estimated Water Charge. For any Contract Year, the sum

of:

1.6.1 The product obtained by multiplying the Operating

and Maintenance Costs budgeted by the Authority for such

Contract Year, after deducting the Facilities Use Costs, by

1.10;

1.6.2 The product obtained by multiplying the Debt Ser-

vice Costs budgeted by the Authority for such Contract Year

by 1.25, prior to previous contract year adjustments;

1.6.3 The Capital Replacement Costs budgeted by the

Authority for such Contract Year to the extent it cannot he

fully funded by money generated by Section 1.6.2., in excess

of Debt Service Costs.

1.7 Facility Use Costs. For any Contract Year, that element

of Operating and Maintenance Costs which represents all costs in-

curred by the Authority during such Contract Year for the use of

those water transmission facilities owned by the City of St.

Petersburg, Florida, and located in Ilillsborough County, Florida,

that are necessary for the delivery by the Authority of the

Northwestern Water Entitlement to the Northwestern Delivery

Point, all in accordance with that certain Water Exchange

Contract by and between the Authority and the City of St.

Petersburg, Florida, a copy of which is attached to this Contract

as Exhibit 1.7 and by this reference made a part hereof.

l.R Northwestern Delivery Point. The water treatment faci-

lity to be acquired and constructed by the County just east of

that certain water wellffeld in Hillsborough County, Florida,

owned by the City of St. Petersburg, Florida, and known as the

Section 21 Wellfield.










1.9 Northwestern Delivery Schedule. For any Contract. Year,

the written schedule prepared by the County and delivered to the

Authority that details the daily water delivery requirements of

the County with respect to the Northwestern Water Entitlement for

such Contract Year.

1.10 Northwestern Water Entitlement. For any Contract Year,

the amounts of water to which the County is entitled under this

Contract to be delivered by the Authority to the County at the

Northwestern Delivery Point during such Contract Year, which

amounts shall not exceed those determined in accordance with the

following schedule:

Contract Year Maximum
Commencing Average Daily Maximum Daily Annual
October 1 Entitlement (MCD) Entitlement (HGD) Entitlement (MCI

1983-1984 4.5 9.0 1642.5

1985 and
thereafter 8.8 18.4 3212.0



1.11 Operating and Maintenance Costs. For any Contract Year,

all costs incurred by the Authority in operating, maintaining and

securing the Water Production Facilities during such Contract

Year (regardless of the quantity of water, if any, being produced

or delivered by the Authority), including, but not limited to,

the general and administrative costs of the Authority related to

the operation, maintenance and security of the Water Production

Facilities (as determined by audit), capital expenditures of the

Authority for items such as tools, equipment and vehicles neces-

sary or convenient for-the operation, maintenance and security of

the Water Production Facilities, and the Facilities Use Costs

incurred by the Authority.











1.12 Revenue Bonds. The bonded indebtedness of the Authority

incurred pursuant to that certain bond resolution, a copy of

which is attached to this Contract as Exhibit 1.12 and by this

reference made a part hereof.

1.13 South-Central Delivery Point. The water treatment faci-

lity to be acquired and constructed by the County in the Brandon

area of llillsborough County, Florida.

1.14 South-Central Delivery Schedule. For any Contract Year,

the written schedule prepared by the County and delivered to the

Authority that details the daily water delivery requirements of

the County with respect to the South-Central Water Entitlement

for such Contract Year.

1.15 South-Central Water Entitlement. For any Contract Year,

the amounts of water to which the County is entitled under this

Contract to be delivered by the Authority at the South-Central

Delivery Point during such Contract Year, which amounts shall not

exceed those determined in accordance with the following

schedule:

Contract Year Maximum
Commencing Average Daily Haximum Daily Annual
October 1 Entitlement (ICD) Entitlement (MCD) Entitlement (MC)

1984-1986 15.5 32 5657.5

1987 and
thereafter 24.1 44.5 8796.5











1.16 Water Production Facilities. All real property, pumps,

pipes and appurtenant and associated facilities acquired or con-

structed by the Authority in ilillsborough County, Florida, with

the proceeds from the sale of the Revenue Bonds and interest

earned on said proceeds, as well as future replacements and

expansions financed by the Actual Water Charge for the purpose of

producing and delivering water to the County pursuant to this

Contract.

2. TERM. Except as provided in this Section 2, the term of this

Contract shall begin on the date of its execution and end on the one

hundredth (100th) anniversary of the date of the execution of this

Contract, 100 years being the useful life of the Water Production

Facilities. However, the County, at its option, may terminate this

Contract subsequent to the first date on which the principal, interest

and redemption premiums, if any, and service charges payable by the

Authority with respect to the Revenue Bonds are fully paid or the

first date on which the Authority has made provision for the full

payment of such principal, interest and redemption premiums, if any,

and service charges in accordance with the bond resolutions.

Termination of this Contract by the County as aforesaid shall be

effected by delivery of written notice to the Authority, and the

effective date of termination shall be the last day of the Contract

Year in which the notice is delivered, unless a later date is

specified in the notice. Additionally, if the Authority does not sell,

deliver and receive payment for the Revenue Bonds, or receive the

proceeds from other sources of financing, on or before November 30,

1982, then this Contract shall terminate on November 30, 1982.










3. DELIVERY OF WATER. Water delivered pursuant to the Northwes-

tern Water Entitlement and the South-Central Water Entitlement for

each Contract Year shall be delivered by the Authority to the County

as follows:

3.1 -Water Delivery Schedule. On or before the May 1,

immediately preceding each Contract Year, the County shall

deliver to the Authority the Northwestern Delivery Schedule and

the South-Central Delivery Schedule for such Contract Year.

Either or both of the Northwestern Delivery Schedule and the

South-Central Delivery Schedule may be amended by the County at

any time by written notice delivered to the Authority, provided

that any such amendment shall have a prospective effective date

that affords reasonable advance notice to the Authority. Neither

the Northwestern Delivery Schedule nor the South-Central Delivery

Schedule for any Contract Year shall require deliveries of water

in daily or annual amounts greater than the maximum daily

entitlement. or the maximum annual entitlement specified for such

Contract Year in Sections 1.10 and 1.15, respectively.

3.2 Water Delivery by the Authority. During each Contract

Year, the Authority shall use its best efforts to deliver to the

Northwestern Water Entitlement and the South-Central Water

Entitlement for such Contract Year to the County at the

Northwestern Delivery Point and the South-Central Delivery Point,

respectively, in accordance with the Northwestern Delivery

Schedule and the South-Central Delivery Schedule, respectively.

Further, the Authority shall use its best efforts to commence

production and delivery of water a? the South-Central Delivery

Point by February, 1984.








4. WATER CHARGE. For each Contract Year, the County shall pay to

the Authority the Actual Water Charge for such Contract Year as

follows:

4.1 Estimated Water Charge. On or before the June 15

immediately preceding each Contract Year, the Authority shall

deliver to the County written notice of the Estimated Water

Charge for such Contract Year. The written notice shall be

accompanied by a budget detailing the expenditures anticipated by

the Authority in computing the Estimated Water Charge.

4.2 Payment of the Estimated Water Charge. The Estimated

Water Charge for each Contract Year shall be paid by the County

to the Authority in monthly payments on or before the 15th day of

each calendar month during such Contract Year. The monthly

payments shall be determined by multiplying the actual amount of

water delivered by a fraction, the numerator of which is the

Estimated Water Charge, and the denominator of which is the sum

of the amount of water to be delivered pursuant to the

Northwestern and the South-Central Delivery Schedules; provided,

however, that the County shall make a minimum monthly payment at

least equal to that amount obtained by multiplying the Estimated

Water Charge by .0583. If, at any time during a Contract Year,

the Authority determines that an expenditure properly includable

in the Actual Water Charge for such Contract year has exceeded,

or will exceed, the amount budgeted for such expenditure in the

computation of the Estimated Water Charge for such Contract year,

then the Authority may so notify the County in writing.

Thereafter, each remaining monthly payment of the Estimated Water

Charge for such Contract Year may be increased by a pro rata

portion of such excess expenditure.









4.3 Accounting, Audits and Adjustments for Actual Water

Charge. The Authority shall maintain accounts and records for all

funds received and disbursed by it with respect to the Water

Production Facilities including each of the constituent elements

(Operating and Maintenance Costs, including the Facilities Use

Costs, Debt Service Costs, and Capital Replacement Costs) of the

Estimated Water Charge. On or before each January 31, the

Authority shall complete an audit of the aforesaid accounts and

determine the Actual Water Charge for such immediately preceding

Contract Year. Each of the monthly payments with respect to the

Estimated Water Charge for the current Contract Year that remains

unpaid at the time of the completion of the audit may be

increased or decreased, as the case may be, by a pro rata portion

of the balances or deficits, if any, thus determined in the said

separate accounts. All interest or other income derived by the

Authority from the payment by the County of the Estimated Water

Charge, in accordance with Section 4, shall be used by the

Authority to reduce the Actual Water Charge under this Contract.

4.4 Source of Payments. The obligations of the County to pay

any monies due under this Contract, and to pay any liabilities

incurred by the County for any breach of this Contract, do not

constitute general indebtedness of the County within the meaning

of any constitutional, statutory or charter provision limiting

the amount and nature of indebtedness that may be incurred by the

County. The obligations and liabilities of the County under this

Contract are payable solely from the operation and maintenance

account of the County's Utility System. Neither the Authority nor

the holders of the Revenue Bonds shall have the right to require


j









or compel the County to exercise its ad valorem taxing power to

pay its obligations and liabilities under this Contract.

5. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE AUTHORITY.

The Authority hereby represents and warrants to the County as follows:

5.1 Water Quality. The Authority will use its best efforts

to deliver to the County untreated water of a good and uniform

quality, having the following properties:

5.1.1 Less than 0.3 mg/l of Iron.

5.1.2 Less than 500 mg/liter of total dissolved solids.

5.1.3 Less than 250 mg/liter of chlorides.

5.2 Water Measurement. The Authority shall nmasure all water

delivered by it to the County at the Northwestern Delivery Point

and the South-Central Delivery Point with measuring devices and

equipment acceptable to the Authority and the County. The

Authority shall install, operate, maintain, examine, test and

service such measuring devices and equipment so as to ensure

maximum accuracy. The Authority shall maintain complete and

accurate records of its water measurements. The said measuring

devices and equipment and records shall be available for

inspection by the County upon reasonable notice.

5.3 Pledge of Contract Revenues. The Authority shall pledge

all payments, interest, other income and revenues derived by it

under this Contract as may be adjusted in accordance with Section

4.3 of this Contract for the purposes, and subject to the prior-

ities, set forth in the bond resolution of the Authority, a copy

of which is attached hereto as Exhibit 1.12.

5.4 Environmental Permits. The Authority shall use its best

efforts to obtain the Environmental Permits.


~










6. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF TIE COUNTY. The

County hereby represents and warrants to the Authority as follows:

6.1 Irrevocable Commitment to Pay. The County recognizes

thai. circumstances, such as equipment failure, limitations on

Environmental Permits, acts of God, etc., may prevent, the

performance by the Authority of its obligations pursuant to this

Contract generally and Sections 3 and 5 of this Contract

specifically. Nevertheless, the County shall pay the Actual Water

Charge for every Contract year throughout the term of this

Contract in the manner provided in Section 4, regardless of the

quantity or quality of water, if any, produced by the Water

Production Facilities or delivered by the Authority at either the

Northeastern Delivery Point or the South-Central Delivery Point.

Said payments by the County shall be made without notice or

demand and without set-off, counterclaim, abatement, suspension

or deduction, as provided in Section 4. The County recognizes

that the Authority is undertaking the acquisition and construc-

tion of the Water Production Facilities generally, and the

issuance and sale of the Revenue Bonds specifically, in reliance

on the representation and warranty of the County set forth in

this Section 6.1.

6,2 Utility System Charges. The County shall fix, revise,

maintain and collect such fees, rates, rentals or other charges

for the use of the products, services and facilities of its

lUtilit.y System as shall be necessary to fund the timely payment

of the County's obligations and liabilities under this Contract.










6.3 Utility System Operation and Maintenance Account. The

County shall maintain a Utility System operation and maintenance

account throughout the term of this Contract for purposes of

paying its obligations and liabilities under this Contract. At

all times during the term of this contract, the operating and

maintenance account of the County's Utility System shall have

priority in the disposition of revenues from the County's Utility

System.

6.4 Environmental Permits. The County shall use its best ef-

forts to assist the Authority in obtaining the Environmental

Permits.

7. ADDITIONAL SUPPLY OBLIGATIONS. In accordance with the 1980

Agreement., the Authority and the County recognize that the Authority

is obligated to develop the water resources of the County to meet the

County's water needs. This Contract is intended only as partial

fulfillment of the Authority's water supply obligations. It is the

intent of the Authority and the County that additional facilities for

the production and delivery of water will need to be acquired and

constructed by the Authority, and that such-additional facilities may

be financed by the issuance and sale of additional revenue bonds. In

accordance with the 1980 Agreement, these additional facilities are

subject to the prior approval of the County. If, after negotiating in

good faith to reach an agreement, the Authority and County are unable

to agree upon additional facilities necessary to produce and deliver

water to meel. the County's water needs, then the County, at its

election, shall have the right to connect to the Water Production

Facilities to use any unused capacity of the Water Production










Facilities to transfer water procurred by the 'County from any other

source. The cost of connecting to the Water Production Facilities

shall be borne solely by the County. The County shall connect to the

Water Production Facilities only at such location or locations as are

reasonable.

8. BONDHOLDERS AS THIRD PARTY BENEFICIARIES. The Authority and

the County agree that holders of the Revenue Bonds shall be third

party beneficiaries of this Contract and of the rights, obligations,

representations and warranties of both the Authority and the County

pursuant to this Contract.

9. CONTINGENCY. This Contract is contingent upon the execution of

that certain Water Exchange Contract, by and between the Authority and

the City of St. Petersburg, Florida, a copy of which is attached

hereto as Exhibit 1.7. This Contract shall be null and void ab initio

unless said Water Exchange Contract has been executed by December 4,

1981.

10. DEFAULT AND REMEDY. The Authority and the County, recognizing

the County's interest in securing a reliable source of supply to meet

its water needs, agree that the obligations of the Authority to

deliver water to the County, as set forth in Section 3 hereof, may be

specifically enforced in a court of law. Further, if the Authority,

for any reason other than acts of Cod, fails to deliver to the County

water to which the County is entitled under this Contract, then the

Authority shall be in default of this Contract and the County shall be

entitled to any or all of the following remedies:

10.1 The County, at its election, may provide funds needed

to complete or expand the Water Production Facilities. However,

such Water Production Facilities shall remain the property of the










Authority, and the Authority shall maintain operational control

over the Water Production Facilities. The County shall be

credited for any such advance of funds.

10.2 The County, at its election, shall have the right to

use any .unused capacity of the Water Production Facilities to

transport water procured by the County from any other source.

10.3 The County, at its election, may assume operational

control of the Water Production Facilities. If it is determined

that the County cannot assume operational control of the Water

Production Facilities, then the County shall have the right to

have a receiver appointed by a court of competent jurisdiction to

the extent consistent with applicable law. The County may make

capital improvements to the Water Production Facilities, but, the

Water Production Facilities shall remain the property of the

Authority, and the County shall continue to pay the Actual Water

Charge in accordance with Section 4. The County shall, be

credited for its capital and operational expenditures made during

the period that it had operate ional control over the Water

Production Facilities. The County shall return operational

control over the Water Production Facilities to the Authority,

when the Water Production Facilities are supplying the County

with the amount of water committed to be supplied under this

Contract.

Credits required by Sections 10.1 or 10.3 shall be prorated over the

remaiining monthly payments for the term of this Contract. The

foregoing remedies shall be the County's exclusive remedies for a

breach of this Contract.










11. DESIGNATION AS REPRESENTATIVE. The Authority and the County

shall be co-applicants in any administrative or judicial proceedings

necessary for the issuance of any new Environmental Permits relating

to the acquisition, construction or operation of the Water Production

Facilities, or for the modification or renewal of any existing or

future Environmental Permits. The County designates the Authority as

its representative in any such proceeding.

12. PRIOR AGREEMENTS. This Contract shall supersede any and all

other agreements between the Authority and the County to the extent

that the terms and provisions of any such agreements conflict with the

terms and provisions of this Contract.

13. NOTICES. Any notices or other writings permitted or required

to be delivered pursuant to this Contract shall be delivered to the

Authority at its General Manager's office and to the County at its

County Administrator's office.

14. CONSTRUCTION. This Contract shall be governed by, and

construed in accordance with, the laws of the State of Florida.

15. AMENDMENT. This Contract may be amended only by a writing

duly executed by the Authority and the County, but, in no event, shall

any such amendment diminish, restrict, or infringe the rights of the

holders of the Revenue Bonds as third party beneficiaries of this

Contract.

16. ASSIGNMENT AND TERMINATION. No assignment or transfer of this

Contract or any part hereof, shall be made unless approved by the

Authority and the County. however, the foregoing shall not. preclude or

adversely affect the pledge and assignment by rhe Authority of the

revenues received by the Authority pursuant to this Contract to the










benefit of t.he holders of the Revenue Bonds. Should the Authority be

adjudged bankrupt or insolvent or dissolved by law or other

proceedings, or transferred or assigned to another governmental agency

or body, then the County may, at its option, terminate this Contract

and upon payment of the outstanding principle, interest, redemption

premiums, if any, and all service charges with respect to the Revenue

Bonds, take possession of the facilities, accounts receivable, real

and tangible properly and operate and manage the facilities as a

County project.

17. FILINC. On the date of the execution of this Contract, a copy

of an executed original of this Contract shall be filed with each of

the Clerk of the Circuit Court of llillshorough County, Florida and the

Clerk of the Circuit Court of Pinellas County, Florida.

IN WITNESS WH1EREOF, the Authority and the County have executed

this Contract on .2. L 1981.


ATTEST: WEST COAST REGIONAL WATER
/, S'F-PLY AUTHORITY


Chairman

JAMES F. TAYLOR, JR., Clerk
ATTEST: Board of Conty Commi-i.--- IIILLSHOROIICH COUNTY, FLORIDA
ATTEST: Board of County Commkie.---


By: By:
Deputy Clerk 0 2" roman




APPRO' C UN ATTO NEY
BY
Appro d A To Form And
Stal Sufficiency.
BOARD OF COUNTY COMAIS0IGNERS
HILLSBOROUGH COUNTY, FLORIDA
SDOCUMENT No.0.... ......
-- - -









RESOLUTION NO. __ -8_


A RESOLUTION OF WEST COAST REGIONAL
WATER SUPPLY AUTHORITY PROVIDING FOR THE
FOLLOWING:



THE ACQUISITION AND CONSTRUCTION OF REAL
PROPERTY, WELLS, PUMPS, PIPES AND RELATED
FACILITIES TO PRODUCE AND TRANSPORT
WATER; THE ISSUANCE OF CAPITAL IMPROVE-
MENT REVENUE BONDS (HILLSBOROUGH COUNTY
PROJECT), SERIES 1982, IN A PRINCIPAL
AMOUNT NOT TO EXCEED $190,000,000 TO PAY
THE COST OF ACQUIRING AND CONSTRUCTING
THE SAID FACILITIES; THE PAYMENT OF THE
SAID REVENUE BONDS FROM THE REVENUES
GENERATED FROM THE SALE OF WATER PRO-
DUCED BY THE SAID FACILITIES; THE MAKING
OF CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION WITH THE ISSUANCE OF THE SAID
REVENUE BONDS; AND SPECIFYING AN EFFEC-
TIVE DATE FOR THIS RESOLUTION.


BE IT RESOLVED BY THE BOARD OF DIRECTORS OF WEST COAST

REGIONAL WATER SUPPLY AUTHORITY:

1. DEFINITIONS. Certain terms with specific defini-

tions are used in this Resolution. Those terms and their

definitions are as follows:

1.1 Amortization Installment. The funds depo-

sited in the Sinking Fund during any Bond Year to

redeem a portion of the Term Bonds, if any, in accord-

ance with the provisions of a resolution of the Issuer

to be adopted on or before the date of the delivery of

the Series 1982 Bonds to their purchasers.









1.2 Bondholders. The bearers of Series 1982

Bonds that are not registered as to principal, the

holders of interest coupons from Series 1982 Bonds not

registered as to interest, and the registered owners of

Series 1982 Bonds registered either as to principal

only or as to both principal and interest.

1.3 Bond Service Requirement. For any Bond Year,

an amount determined by subtracting capitalized inter-

est, if any, for that Bond Year from the sum of the

following:

1.3.1 The amount required to pay the inter-

est, if any, payable on the Series 1982 Bonds

during that Bond Year;

1.3.2 The amount required to pay the prin-

cipal of all Serial Bonds maturing during that

Bond Year; and

1.3.3 The Amortization Installment, if any,

for that Bond Year.

1.4 Bond Year. An annual period of 12 consecu-

tive months established by a resolution of the Issuer

to be adopted on or before the date of the delivery of

the Series 1982 Bonds to their purchasers.

1.5 Capital Replacement Fund. The fund estab-

lished pursuant to Section 13 to pay the costs of

replacing portions of the Project and expanding the

Project in accordance with the Water Contract.









1.6 Chief Financial Officer. The chief financial

officer of the Issuer determined in accordance with the

provisions of Section 218.403(1), Florida Statutes.

1.7 Construction Fund. The fund established

pursuant to Section 8 of this Resolution to pay the

costs of acquiring and constructing the Project.

1.8 Enabling Authority. That certain Agreement

among Pasco County, Florida, Pinellas County, Florida,

Hillsborough County, Florida, the City of St. Petersburg,

Florida, and the City of Tampa, Florida, dated October 25,

1974, and the applicable provisions of the laws of

Florida, including, but not limited to, Part I, Chapter

159, Florida Statutes, Section 373.1962, Florida Statutes,

and Section 163.01, Florida Statutes.

1.9 Fiscal Year. A period beginning on any October 1

and ending on the immediately following September 30.

1.10 Governing Body. The Board of Directors of

the Issuer.

1.11 Issuer. West Coast Regional Water Supply

Authority.

1.12 Maximum Bond Service Requirement. At any

particular time, the largest Bond Service Requirement

for any Bond Year.

1.13 Operation and Maintenance Fund. The fund

established pursuant to Section 10 of this Resolution

to pay the costs of operating, maintaining, repairing,

and securing the Project.

3.









1.14 Pledged Revenues. The Project Revenues

required to be deposited in the Sinking Fund, the

Reserve Fund, and the Capital Replacement Fund pursuant

to this Resolution, plus any income of whatever kind

earned from the investment of said funds pursuant to

this Resolution and retained in the Sinking Fund, the

Reserve Fund, and the Capital Replacement Fund.

1.15 Project. All real property, wells, pumps,

pipes, and related facilities acquired or constructed

by the Issuer with proceeds from the sale of the Series

1982 Bonds to enable the Issuer to meet its obligations

to produce water for, and to transport water to, Hills-

borough County, Florida, pursuant to the Water Contract.

1.16 Project Revenues. Any and all revenues paid

to the Issuer by Hillsborough County, Florida, pursuant

to the Water Contract.

1.17 Reserve Fund. The fund established pursuant

to Section 12 of this Resolution to ensure the adequate

funding of the Sinking Fund.

1.18 Serial Bonds. Series 1982 Bonds of a series

(other than Term Bonds) that mature in annual or semi-

annual installments.

1.19 Series 1982 Bonds. The bonds issued by the

Issuer pursuant to this Resolution to pay the costs of

the acquisition and construction of the Project.









1.20 Sinking Fund. The fund established pursuant

to Section 11 of this Resolution to pay when due the

principal of, any interest on, and redemption premiums,

if any, with respect to, the Series 1982 Bonds.

1.21 Term Bonds. Series 1982 Bonds of a series

all of which mature on one date and that are subject to

mandatory redemption pursuant to Section 6.10.2.

1.22 Water Contract. That certain Water Supply

Contract for Hillsborough County dated November 10,

1981, between the Issuer and Hillsborough County,

Florida, a copy of which is attached to this Resolution

as Exhibit A and hereby made a part of this Resolution

as if fully set forth herein.

2. AUTHORITY AND POWERS. This Resolution is author-

ized by and adopted pursuant to the Enabling Authority. The

Governing Body has all of the authority and powers required

for the regulation of the Issuer's affairs and the conduct

of the Issuer's business, including, but not limited to, the

authority and power to adopt and perform this Resolution,

the authority and power to issue, sell, and deliver the

Series 1982 Bonds, and the authority and power to execute

and perform the Water Contract.

3. FINDINGS AND DETERMINATIONS. The Governing Body

finds and determines as follows:

3.1 Adequacy of the Series 1982 Bonds Proceeds.

The proceeds of the Series 1982 Bonds will be adequate









to pay the costs related to the acquisition and con-

struction of the Project.

3.2 Adequacy of the Project Revenues. The Project

Revenues at all times will be adequate to pay when due

the costs of operating, maintaining, repairing, and

securing the Project and to pay the principal of, any

interest on, and redemption premiums, if any, with

respect to, the Series 1982 Bonds.

3.3 Self-Liquidating Project. The financing of

the costs of the acquisition and construction of the

Project by the issuance of the Series 1982 Bonds and

the payment of the principal of, any interest on, and

redemption premiums, if any, with respect to, the

Series 1982 Bonds from the Project Revenues constitutes

a self-liquidating project undertaken for a public

purpose, all as contemplated by the Enabling Authority.

4. ACQUISITION AND CONSTRUCTION OF THE PROJECT. The

acquisition and construction of the Project and the payment

of the costs of the Project are authorized. The costs of

the Project shall include, but not be limited to, the fol-

lowing:

4.1 Expenses of Bond Issuance. All expenses and

fees relating to the issuance of the Series 1982 Bonds,

including, but not limited to, attorneys fees, under-

writing fees and discounts, fees of financial advisors,

the costs of preparing audits, revenue estimates,









reports, surveys, and studies, and the costs of print-

ing.

4.2 Bond Anticipation Notes. The principal of,

and interest on, all outstanding bond anticipation notes

issued by the Issuer in connection with the acquisition

and construction of the Project pursuant to Section 21

and other applicable resolutions of the Issuer adopted

before the date of the delivery of the Series 1982

Bonds to their purchasers.

4.3 Interest and Reserves. Any interest accruing

on the Series 1982 Bonds prior to the scheduled comple-

tion of the Project, as well as the amounts to be

deposited in reserve accounts established to pay the

principal of, and any other interest on, the Series

1982 Bonds, but only to the extent that the payment of

such accrued interest and the funding of such reserve

accounts from the proceeds of the Series 1982 Bonds is

specifically required by this Resolution or other

resolutions of the Issuer adopted on or before the date

of the delivery of the Series 1982 Bonds to their

purchasers.

4.4 Acquisition Expenses. The costs of acquir-

ing, by purchase or condemnation, all of the land,

structures, improvements, rights-of-way, franchises,

Easements, and other interests in property, whether

real or personal, tangible or intangible, necessary or

convenient to acquire and construct the Project.
7.









4.5 Construction Expenses. All costs incurred

for labor and materials, including equipment and fix-

tures, by contractors, builders, and materialmen in

connection with the acquisition and construction of the

Project.

4.6 Related Facilities. The costs, if any, of

acquiring, whether by purchase or condemnation, exist-

ing water production and water transportation facili-

ties owned by persons or entities other than the Issuer

or the member governments of the Issuer, the ownership

of which facilities is necessary or convenient for the

efficient operation of the Project.

4.7 Expenses of Start Up and Initial Operation.

Any costs or liabilities, if any, incurred in connec-

tion with the start up, testing, and initial operation

of the Project that are not included as operating and

maintenance expenses in determining the payments due

the Issuer from the sale of water pursuant to the Water

Contract.

4.8 Other Professional Fees and Miscellaneous

Expenses. All legal, architectural, engineering, and

consulting fees, as well as all financing charges,

taxes, insurance premiums, and miscellaneous expenses,

not specifically referred to in this Resolution that

are incurred in connection with the acquisition and

construction of the Project.


~









5. ISSUANCE, SALE, AND DELIVERY OF THE SERIES 1982

BONDS. The issuance, sale, and delivery of the Series 1982

Bonds are authorized to pay the costs of acquiring and con-

structing the Project; provided, however, that the aggregate

principal amount of the Series 1982 Bonds shall not exceed

$190,000,000, and the costs of acquiring and constructing

the Project as defined in Section 4 shall not exceed $40,000,000.

The Series 1982 Bonds shall be issued, sold, and delivered

at such times and at such prices as may be consistent with

the provisions of the Enabling Authority, this Resolution,

and any applicable resolution of the Issuer adopted on or

before the date of the delivery of the Series 1982 Bonds to

their purchasers.

6. THE SERIES 1982 BONDS.

6.1 Designation. The Series 1982 Bonds shall be

designated "Capital Improvement Revenue Bonds (Hills-

borough County Project), Series 1982."

6.2 Numbering and Principal Amounts. The Series

1982 Bonds shall be numbered consecutively from 1

upward. Each bond shall be in the principal amount of

$5,000, or such other principal amount as may be pro-

vided by resolution of the Issuer adopted on or before

the date of the delivery of the Series 1982 Bonds to

their purchasers.

6.3 Dates and Maturities. The Series 1982 Bonds

shall be dated and shall mature on specific dates, all









as provided by resolution of the Issuer adopted on or

before the date of the delivery of the Series 1982

Bonds to their purchasers. None of the Series 1982

Bonds shall have a maturity longer than 40 years from

the date of its issuance.

6.4 Interest. The Series 1982 Bonds may bear

interest at such rate or rates payable at such time or

times as may be established by resolution of the Issuer

adopted on or before the date of the delivery of the

Series 1982 Bonds to their purchasers, provided the

interest shall not exceed the maximum rate permitted by

the laws of Florida.

6.5 Form and Execution. The form of the Series

1982 Bonds, including text, interest coupons, if any,

and validation certificates, with such omissions,

insertions, and variations as may be required or per-

mitted by this Resolution or by resolution of the

Issuer adopted on or before the date of the delivery of

the Series 1982 Bonds to their purchasers, shall be

substantially the same as the form attached to this

Resolution as Exhibit B and hereby made a part of this

Resolution as if fully set forth herein. The Series

1982 Bonds and their interest coupons, if any, shall be

executed and signed in the name of the Issuer by the

Chairman of the Governing Body, either manually or by

facsimile signature, and the seal of the Issuer shall


10.









be imprinted, reproduced, or lithographed on each of

the Series 1982 Bonds. The execution of the Series

1982 Bonds and their interest coupons, if any, shall be

attested and countersigned by the manual or facsimile

signature of the Secretary of the Governing Body.

Notwithstanding the foregoing, at least one signature

on each of the Series 1982 Bonds shall be a manual

signature. If any officer of the Issuer whose signa-

ture appears on the Series 1982 Bonds ceases to hold

office prior to the date of the delivery of the Series

1982 Bonds to their purchasers, then the signature of

that officer nevertheless shall be valid and sufficient

for all purposes.

6.6 Investment Securities. The Series 1982 Bonds

shall be investment securities under the Uniform Com-

mercial Code as codified by the laws of Florida.

6.7 Redemptions. All or any portion of the

Series 1982 Bonds may be made subject to redemption at

the option of the Issuer prior to their stated maturi-

ties as set forth in a resolution of the Issuer adopted

on or before the date of the delivery of the Series

1982 Bonds to their purchasers. Notwithstanding the

foregoing, notice of redemption of any of the Series

1982 Bonds shall be given as follows:

6.7.1 By publication of notice, at least once,

not less than 30 days prior to the redemption date


11.









in a financial journal established in the Borough

of Manhattan, New York City, New York, and in a

newspaper of general circulation in Hillsborough

County, Florida, and Pinellas County, Florida;

6.7.2 By filing notice with the paying agents

for the Series 1982 Bonds; and

6.7.3 By mailing notice, postage prepaid, to

the Bondholders of the Series 1982 Bonds that are

registered as to principal only or as to both

principal and interest.

6.8 Replacing Bonds. If any one of the Series

1982 Bonds is mutilated, destroyed, stolen, or lost,

then the Issuer or its agent may, in its discretion,

either deliver to the relevant Bondholder a duplicate

replacement Series 1982 Bond with all unmatured inter-

est coupons, if any, attached, or, if the Series 1982

Bond or any interest coupon has matured, then the

Issuer or its agent may pay the matured Series 1982

Bond or interest coupon. Mutilated Series 1982 Bonds

subject to replacement shall be surrendered to the

Issuer or its agent and cancelled. Any Bondholder

seeking replacement of a Series 1982 Bond shall furnish

appropriate proof of ownership, shall post a satisfac-

tory indemnity, shall comply with any reasonable condi-

tions relating to the replacement that the Issuer or

its agent may impose, and shall pay the reasonable


12.









expenses of replacement. Any duplicate replacement

Series 1982 Bond shall have all of the rights and

privileges and shall be subject to all of the duties

and obligations of the Series 1982 Bond it replaced.

6.9 Special Obligations. Neither the Series 1982

Bonds nor their interest coupons, if any, shall be general

obligations or general indebtedness of the Issuer within

the meaning of the Constitution and laws of Florida. The

Series 1982 Bonds and their interest coupons, if any, do

not constitute either a pledge of the full faith and

credit of the Issuer or a lien upon any property of the

Issuer. No Bondholder shall ever have the right to compel

the exercise of any taxing power of the Issuer or any

other public authority or governmental body to pay the

principal of, any interest on, or redemption premiums, if

any, with respect to, the Series 1982 Bonds or to pay any

other amounts to be paid pursuant to this Resolution.

Rather, the principal of, any interest on, and redemption

premiums, if any, with respect to, the Series 1982 Bonds

shall be payable solely from, and secured solely by, the

Pledged Revenues in accordance with the provisions of this

Resolution.

6.10 Operation of the Amortization Installment.

In each Bond Year, the Amortization Installment, if

any, deposited in the Sinking Fund in accordance with a

resolution of the Issuer adopted on or before the date


13.









of the delivery of the Series 1982 Bonds to their

purchasers shall be applied to the retirement of Term

Bonds, if any, as follows:

6.10.1 The Issuer shall attempt to purchase

outstanding Term Bonds at the most advantageous

price obtainable with due diligence, provided the

price shall not exceed the principal amount of

Term Bonds to be purchased and the redemption

premiums, if any, that would be applicable if the

same Term Bonds were being redeemed pursuant to

Section 6.10.2. No purchase pursuant to this

Section 6.10.1 shall be made within the 45 days

immediately preceding the date on which Term Bonds

being purchased are subject to redemption.

6.10.2 To the extent that the Amortization Install-

ment is not expended to purchase Term Bonds pursuant to

Section 6.10.1, the Issuer shall call by lot for redemp-

tion on the date on which Term Bonds are next subject to

mandatory redemption such amount of Term Bonds then sub-

ject to mandatory redemption as may exhaust the unexpende

Amortization Installment.

7. APPLICATION OF BOND PROCEEDS. The proceeds received

by the Issuer from the issuance, sale, and delivery of the

Series 1982 Bonds shall be used and applied by the Issuer as

follows:


14.









7.1 Administrative Expenses, Interest, and Reserves.

The expenses and costs described in Sections 4.1, 4.2,

and Section 4.3 of this Resolution shall be paid,

including, but not limited to, the deposit of monies in

the Sinking Fund and in the Reserve Fund in accordance

with the provisions of resolutions of the Issuer adopted

on or before the date of the delivery of the Series

1982 Bonds to their purchasers.

7.2 Deposits in the Construction Fund. The

balance of the proceeds remaining after the payments

authorized and directed in Section 7.1 of this Resolu-

tion shall be deposited in the Construction Fund.

8. THE CONSTRUCTION FUND. The Construction Fund is

hereby established, and it shall be kept separate and apart

from all other accounts of the Issuer. The Construction

Fund shall be held in trust by the Chief Financial Officer

solely to pay the costs of acquiring and constructing the

Project. All funds in the Construction Fund are subject to

a lien in favor of the Bondholders until expended pursuant

to this Resolution, which lien is hereby created. All funds

in the Construction Fund may be invested in accordance with

the laws of Florida, provided all funds thus invested are

redeemable at not less than par on or before the date on

which they reasonably may be expected to be expended. All

income from the investment of funds in the Construction Fund

shall be retained in the Construction Fund as if it were


15.









proceeds from the issuance, sale, and delivery of the Series

1982 Bonds. All expenditures from the Construction Fund

shall be made first from investment income and then from the

proceeds of the issuance, sale, and delivery of the Series

1982 Bonds. If any funds remain in the Construction Fund

upon the completion of the Project, then these funds shall

be deposited in the Sinking Fund and deemed to be income

earned with respect to the investment of funds in the Sink-

ing Fund in accordance with Section 11.3.

9. APPLICATION OF, AND PRIORITY OF CLAIMS ON, PROJECT

REVENUES. Project Revenues received by the Issuer pursuant

to the Water Contract shall be used and applied in accord-

ance with the provisions of Sectons 10, 11, 12, and 13 of

this Resolution. In the event that the Project Revenues are

at any time insufficient to fully fund all of the funds

established pursuant to Sections 10, 11, 12, and 13 of this

Resolution, then the Project Revenues shall be applied in

the following priority: first, to fund the Sinking Fund;

second, to fund the Operation and Maintenance Fund; third,

to fund the Reserve Fund; and last, to fund the Capital Re-

placement Fund.

10. THE OPERATION AND MAINTENANCE FUND.

10.1 Establishment. The Operation and Maintenance

Fund is hereby established, and it shall be kept sepa-

rate and apart from all other accounts of the Issuer.

The Operation and Maintenance Fund shall be held in


16.









trust by the Chief Financial Officer to pay the costs

of operating, maintaining, repairing, and securing the

Project, including, but not limited to, the following:

the costs of labor and material utilized directly to

operate, maintain, repair, and secure the Project; the

general and administrative costs incurred by the Issuer

in operating, maintaining, repairing, and securing the

Project; capital expenditures for such items as tools,

equipment, and vehicles necessary or convenient for the

operation, maintenance, repair, and security of the

Project; the costs incurred by the Issuer in connection

with the transportation of water produced by the Pro-

ject through facilities not owned by the Issuer; and

any other costs and expenses incurred in connection

with the Project that are properly characterized as

operating and maintenance expenses under generally

accepted accounting principles.

10.2 Funding. Promptly upon receipt of each

monthly payment of Project Revenues pursuant to the

Water Contract, the Issuer shall deposit in the Opera-

tion and Maintenance Fund an amount equal to that

portion of the said monthly payment that is attribut-

able to the operating and maintenance costs of the

Project that are included in the Estimated Water Charge

with respect to which the said monthly payment is being

made, all as determined in accordance the Water Con-

tract.


17.









10.3 Investment. All funds in the Operation and

Maintenance Fund may be invested in accordance with the

laws of Florida, provided all funds thus invested are

redeemable at not less than par on or before the date

on which they reasonably may be expected to be expended.

All income from the investment of funds in the Operation

and Maintenance Fund during any Fiscal Year shall

remain in the Operation and Maintenance Fund, and it

shall be accounted for and credited pursuant to Section

4.3 of the Water Contract.

10.4 Disbursements. All expenditures from the

Operation and Maintenance Fund shall be made only as

costs are incurred for operating, maintaining, re-

pairing, and securing the Project.

11. THE SINKING FUND.

11.1 Establishment. The Sinking Fund is hereby

established, and it shall be kept separate and apart

from all other accounts of the Issuer. The Sinking

Fund shall be held in trust by the Chief Financial

Officer to pay when due the principal of, any interest

on, and redemption premiums, if any, with respect to,

the Series 1982 Bonds.

11.2 Funding. Promptly upon receipt of each

monthly payment of Project Revenues pursuant to the

Water Contract, the Issuer shall deposit in the Sinking

Fund from the Pledged Revenues the following amounts:


18.









11.2.1 One-sixth (1/6) of the interest, if

any, maturing on the Series 1982 Bond on the next

interest payment date until there are sufficient

funds on deposit to pay the next interest payment

on the Series 1982 Bonds when due.

11.2.2 One-twelfth (1/12) of the principal

maturing annually on Serial Bonds during that Bond

Year.

11.2.3 One-sixth (1/6) of the principal

maturing semi-annually on Serial Bonds during that

Bond Year.

11.2.4 One-twelfth (1/12) of the Amortization

Installment, if any, due during that Bond Year.

11.2.5 One-sixth (1/6) of the amount needed

to pay the next due fees and charges of the paying

agents, registrar and trustee, if any, accruing

with respect to the Series 1982 Bonds.

Funds deposited in the Sinking Fund shall be used to

pay when due only the principal of, any interest on,

and redemption premiums, if any, with respect to, the

Series 1982 Bonds, as well as the administrative fees

and charges of the paying agents, registrar, and

trustee, if any, with respect to the Series 1982 Bonds.

11.3 Investment. All funds in the Sinking Fund

may be invested in accordance with the laws of Florida,

provided all funds thus invested are redeemable at not


19.









less than par on or before the date on which they

reasonably may be expected to be expended. All income

from the investment of funds in the Sinking Fund during

any Fiscal Year shall remain in the Sinking Fund, and

shall be accounted for and credited pursuant to Section

4.3 of the Water Contract.

11.4 Disbursement. All expenditures from the

Sinking Fund shall be made only for payment when due of

the principal of, any interest on, and redemption

premiums, if any, with respect to, the Series 1982

Bonds, as well as for the payment when due of the

administrative fees and charges of the paying agents,

registrar and trustee, if any, with respect to the

Series 1982 Bonds.

12. THE RESERVE FUND.

12.1 Establishment. The Reserve Fund is hereby

established, and it shall be kept separate and apart

from all other accounts of the Issuer. The Reserve

Fund shall be held in trust by the Chief Financial

Officer to pay into the Sinking Fund the amount neces-

sary to cure any funding deficiencies in the Sinking

Fund

12.2 Funding. Promptly upon receipt of each

monthly payment of the Project Revenues pursuant to the

Water Contract, the Issuer shall deposit in the Reserve








Fund all of the Pledged Revenues remaining after the

required deposits in the Operation and Maintenance Fund

and in the Sinking Fund until such time as the balance

in the Reserve Fund equals the Maximum Bond Service

Requirement.

12.3 Investment. All funds in the Reserve Fund

may be invested in accordance with the laws of Florida,

provided all funds thus invested are redeemable at not

less than par on or before the date on which they

reasonably may be expected to be expended. All income

from the investment of funds in the Reserve Fund shall

remain in the Reserve Fund until the Reserve Fund is

fully funded. Any excess income shall be deposited in

the Sinking Fund and deemed to be income earned with

respect to the investment of funds in the Sinking Fund

in accordance with Section 11.3.

12.4 Disbursements. All expenditures from the

Reserve Fund shall be made only to cure deficiencies in

the Sinking Fund as they occur.

13. CAPITAL REPLACEMENT FUND.

13.1 Establishment. The Capital Replacement Fund

is hereby established, and it shall be kept separate

and apart from all other accounts of the Issuer. The

Capital Replacement Fund shall be held in trust by the

Chief Financial Officer to pay the costs of replacing

portions of the Project or of expanding the Project in


21.





A


accordance with the annual budgets prepared by the

Issuer pursuant to the Water Contract. Notwithstanding

the foregoing, if there exists at any time a deficiency

in the funding of the Sinking Fund that cannot be cured

by payments from the Reserve Fund, then the amounts

held in the Capital Replacement Fund shall be paid to

the Sinking Fund to cure the deficiency.

13.2 Funding. Promptly upon receipt of each

monthly payment of the Project Revenues pursuant to the

Water Contract, the Issuer shall deposit in the Capital

Replacement Fund the Project Revenues remaining after

the required deposits in the Operation and Maintenance

Fund, the Sinking Fund, and the Reserve Fund until such

time as the balance in the Capital Replacement Fund

equals the then unexpended amounts budgeted by the

Issuer for capital replacement during that Fiscal Year

pursuant to the Water Contract.

13.3 Investment. All funds in the Capital Re-

placement Fund may be invested in accordance with the

laws of Florida, provided all funds thus invested are

redeemable at not less than par on or before the date

on which they reasonably may be expected to be expended.

All income from the investment of funds in the Capital

Replacement Fund shall remain in the Capital Replacement

Fund until the Capital Replacement Fund is fully funded.

Any excess income shall be deposited in the Sinking


22.





A


Fund and deemed to be income earned with respect to the

investment of funds in the Sinking Fund in accordance

with Section 11.3.

13.4 Disbursements. All expenditures from the

Capital Replacement Fund shall be made only as costs

are incurred to replace portions of the Project and to

expand the Project, all in accordance with budgets

prepared by the Issuer pursuant to the Water Contract.

Notwithstanding the foregoing, if there exists at any

time a deficiency in the funding of the Sinking Fund

that cannot be cured by payments from the Reserve Fund,

then the amounts held in the Capital Replacement Fund

shall be paid to the Sinking Fund to cure the deficiency.

14. EXCESS FUNDS. The balance of any monthly payment

of Project Revenues received by the Issuer pursuant to the

Water Contract remaining after the required deposits in the

Operation and Maintenance Fund, the Sinking Fund, the Re-

serve Fund, and the Capital Replacement Fund shall be de-

posited in the Operation and Maintenance Fund and deemed to

be income earned with respect to the investment of funds in

the Operation and Maintenance Fund in accordance with

Section 10.3.

15. COVENANTS AND AGREEMENTS OF THE ISSUER. Until the

earlier of the date on which either the principal of, any

interest on, and redemption premiums, if any, with respect

to, all of the Series 1982 Bonds is fully paid or the Series


23.












1982 Bonds are defeated in accordance with Section 16, the

Issuer covenants and agrees to and with the Bondholders as

follows:

15.1 Revenue Pledge. The Pledged Revenues are

hereby pledged as security for the payment of the

principal of, any interest on, and redemption premiums,

if any, with respect to, the Series 1982 Bonds. This

pledge hereby creates an irrevocable lien for the

benefit of the Bondholders prior and superior to any

other lien and encumbrance now existing or hereafter

created. Notwithstandng the foregoing, excess funds

described in Section 14 are not pledged hereby and are

not subject to the lien created hereby.

15.2 Books and Records. The Issuer shall keep

separately identifiable books, records, accounts, and

data detailing the receipt and disbursement of funds in

and from the Construction Fund, the Operation and Main-

tenance Fund, the Sinking Fund, the Reserve Fund, and

the Capital Replacement Fund. Any Bondholder shall

have the right to inspect such books, records, accounts,

and data at the office of the Issuer during regular

business hours upon prior reasonable notice.

15.3 Reports and Audits. As soon as practicable

after the end of each Fiscal Year, the Issuer shall

cause the books, records, accounts, and data referred

to in Section 15.2 to be audited by an independent cer-


24.












tified public accountant of recognized standing. A

copy of each annual audit shall be available for in-

spection at the office of the Issuer, and any Bond-

holder shall be furnished a copy of an annual audit

upon the payment of the reasonable expenses incurred by

the Issuer in providing same, including postage. The

auditors shall be selected by the Issuer, but Bond-

holders owning more than 2/3 of the unmatured principal

indebtedness of the Series 1982 Bonds may require the

Issuer to change auditors by delivering to the Issuer a

writing signed by such Bondholders requesting such

change.

15.4 Collection of Project Revenues. The Issuer

shall diligently enforce its rights to receive Project

Revenues pursuant to the Water Contract. The Issuer

shall not take any action that will impair or diminish

the rights of the Bondholders in and to the Pledged

Revenues. The Issuer is unconditionally and irre-

vocably obligated to take all reasonable, lawful action

necessary or convenient to entitle the Issuer to receive

the Project Revenues to make the deposits in the Opera-

tion and Maintenance Fund, the Sinking Fund, the Reserve

Fund, and the Capital Replacement Fund that are required

by this'Resolution.

15.5 Remedies. Any Bondholder may sue to protect

and enforce all rights and privileges of the Bond-


25.












holders or the Issuer under this Resolution, the Water

Contract, the laws of Florida, and the laws of the

United States, including, but not limited to, the right

to appoint a receiver, the right to specific performance,

the right to collect the Project Revenues, and the

right to enforce liens on the Pledged Revenues or other

monies.

15.6 Arbitrage. No use will be made of any pro-

ceeds of the Series 1982 Bonds that would cause the

Series 1982 Bonds or any portion of them, to be "arbi-

trage bonds" within the meaning of the Internal Revenue

Code of 1954, as amended. As long as any Series 1982

Bond remain outstanding, the Issuer will comply with

the requirements of Section 103(c) of the Internal

Revenue Code of 1954, as amended, and any related

regulations so as to prevent the Series 1982 Bonds, or

any portion of them, from being arbitrage bonds as

aforesaid.

16. BOND DEFEASANCE. The Issuer may terminate the

pledge of, and lien on, the Pledged Revenues created by this

Resolution for the benefit of the Bondholders by making

provision for the payment of the principal of, any interest

on, and redemption premiums, if any, with respect to, the

then outstanding Series 1982 Bonds. The Issuer shall make

provision for such payment by depositing with a banking

institution or trust company in irrevocable trust for the


26.












sole benefit of the Bondholders direct obligations of the

United States, or certificates of deposit fully secured as

to both principal and interest by direct obligations of the

United States, in an aggregate amount sufficient together

with the interest earned thereon to pay when due the princi-

pal of, any interest on, and redemption premiums, if any,

with respect to, the then outstanding Series 1982 Bonds.

Nothing in this Section 16 shall be construed to require the

Issuer or any person or entity acting on its behalf to

exercise any discretionary option with respect to the redemp-

tion of any Series 1982 Bonds.

17. PAYING AGENTS. The Issuer shall transfer to one

or more banks or trust companies of good standing that are

duly authorized to exercise corporate trust powers and

subject to examination by federal or state authorities and

that are designated by resolution of the Issuer adopted on

or before the date of the delivery of the Series 1982 Bonds

funds from the Sinking Fund sufficient to pay when due the

principal of, any interest on, and redemption premiums, if

any, with respect to, the Series 1982 Bonds.

18. RESOLUTION AS A CONTRACT. This Resolution con-

stitutes a contract between the Issuer and the Bondholders.

The covenants and agreements of the Issuer set forth in this

Resolution are for the equal benefit, protection, and se-

curity of all of the Bondholders. All of the Series 1982

Bonds shall be of equal rank and without preference, prior-


27.












ity, or distinction, except as specifically provided in this

Resolution or subsequent resolutions of the Issuer. The

considerations for this contract are the acceptance by the

Issuer of payment for the Series 1982 Bonds and the accept-

ance by the Bondholders of delivery of the Series 1982

Bonds.

19. SEVERABILITY. If any one or more of the covenants,

agreements, or provisions of this Resolution are held to be

invalid or unenforceable by a court of appropriate jurisdic-

tion, then such covenants, agreements, or provisions shall

be null, void, and severable from the remaining covenants,

agreements, and provisions, which shall remain valid and in

full force and effect.

20. VALIDATION. Counsel for the Issuer is authorized

and directed to prepare, file, and prosecute proceedings to

validate the Series 1982 Bonds in the manner prescribed by

the laws of Florida.

21. BOND ANTICIPATION NOTES. The issuance of bond

anticipation notes to pay the costs of acquiring and con-

structing the Project prior to the issuance, sale, and

delivery of the Series 1982 Bonds is authorized. The princi-

pal of, and the interest on, bond anticipation notes shall

be payable solely from the proceeds of the issuance, sale,

and delivery of the Series 1982 Bonds. Any bond anticipa-

tion notes generally authorized by this Section 21 shall be

specifically authorized by subsequent resolution of the


28.












Issuer prior to issuance. All bond anticipation notes shall

be issued in compliance with the provisions of Section 215.431,

Florida Statutes.

22. MODIFICATIONS OR AMENDMENTS. This Resolution may

be modified or amended by the Issuer in its sole discretion

at any time prior to the delivery of the Series 1982 Bonds

to their purchasers. Thereafter, no modification or amend-

ment of this Resolution that has a material adverse affect

on the rights on the Bondholders may be made without the

written consent of Bondholders owning more than 2/3 of the

unmatured principal indebtedness of the Series 1982 Bonds.

Additionally, after the delivery of the Series 1982 Bonds to

their purchasers, there shall be no modifications or amend-

ments to this Resolution, without the unanimous written

consent of the Bondholders if such modifications or amend-

ments affect the following: the principal amounts, the

maturity dates, and the interest rates of the Bonds; the

lien for the benefit of the Bondholders on the Pledged

Revenues; the obligations of the Issuer to collect and apply

the Project Revenues in accordance with the provisions of

this Resolution; or the provisions of this Section 22.

Except as provided in this Section 22, amendments and modi-

fications of this Resolution may be made by the Issuer with

the written consent of the principal underwriter of the

Series 1982 Bonds. For purposes of the consents required in

this Section 22, Series 1982 Bonds owned by or held for the

account of the Issuer shall be disregarded.

29.


A *












23. INCONSISTENT RESOLUTIONS. All resolutions of the

Issuer in conflict with this Resolution are hereby repealed

to the extent of the conflict.

24. EFFECTIVE DATE. This Resolution shall be effective

as of the 19th day of April, 1982.

IN WITNESS WHEREOF, this Resolution is approved and

adopted by the Board of Directors of West Coast Regional

Water Supply Authority this 19th day of April, 1982.



WEST COAST REGIONAL WATER
SUPPLY AUTHORITY

By: (t1196K 2 4^6:
Corinne Freeman, Chairman
Attest:


Gene Heath, Secretary



















4/12


30.
















EXHIBIT B


No. $5,000


UNITED STATES OF AMERICA
STATE OF FLORIDA
WEST COAST REGIONAL WATER SUPPLY AUTHORITY
CAPITAL IMPROVEMENT REVENUE BOND (HILLSBOROUGH COUNTY PROJECT),
SERIES 1982

KNOW ALL MEN BY'THESE PRESENTS, that West Coast Regional

Water Supply Authority ("the Issuer"), for value received,

hereby promises to pay to the bearer hereof or, if this Bond

be registered, to the registered owner as herein provided,

on the day of solely from the

revenues hereinafter mentioned, the principal sum of FIVE

THOUSAND DOLLARS and to pay interest on said sum from the

date hereof at the rate of percent ( %) per

annum, payable semiannually on and

of each year, commencing on 1982, until

said principal sum is duly paid or provided for, but only

upon the presentation and surrender of the annexed coupons

as they severally fall due. Both principal of, and interest

on, this Bond are payable in lawful money of the United

States of America at the principal office of

or its successor, or

at the option of the holder, at


or its successor.
or its successor.


EXHIBIT B












The Bonds of this issue are subject to redemption prior

to their maturity (INSERT TERM BOND AMORTIZATION PROVISIONS)

The Bonds of this issue shall be further subject to redemp-

tion prior to their maturity at the option of the Issuer

(INSERT OPTIONAL REDEMPTION PROVISIONS).

Notice of such redemption shall be given in the manner

required by the Resolution, as hereinafter defined.

This Bond is one of an authorized issue of bonds in the

aggregate principal amount of $ of like date,

tenor and effect, except as to number, maturity (unless all

bonds mature on the same date) and interest rate, issued to

finance the cost of the acquisition and construction of

certain wells, pipes, pumps, and related facilities used to

produce and transport water ("the Project"), as more fully

defined in the Resolution, pursuant to the authority of and

in full compliance with the Constitution and laws of the

State of Florida, including, but not limited to, Part I,

Chapter 159, Florida Statutes, Section 163.01, Florida

Statutes, and Section 373.1962, Florida Statutes, and other

applicable provisions of law, and a resolution duly adopted

by the Issuer on April 19, 1982 ("the Resolution"). This

Bond is subject to all the terms and conditions of the

Resolution and capitalized terms not otherwise defined

herein shall have the same meanings ascribed to them in the

Resolution.
I.












This Bond and its interest coupons are payable from and

secured solely by a prior lien upon and pledge of certain

revenues received by the Issuer as proceeds from an agreement

for water supply and sale and certain funds and investment

revenues in the manner and to the extent provided in the

Resolution. Please refer to the Resolution for the provi-

sions, among others, relating to the terms, lien and secur-

ity for the Bonds, the custody and application of the pro-

ceeds of the Bonds, the rights and remedies of the holders

of the Bonds, and the extent of and limitations on the

Issuer's rights, duties, and obligations.

This Bond shall not be deemed to constitute a debt or a

pledge of the full faith and credit of the Issuer, the State

of Florida, or any political subdivision thereof within the

meaning of any constitutional, legislative or charter pro-

vision, or limitation, and it is expressly agreed by the

holders of this Bond and of its interest coupons that such

holders shall never have the right, directly or indirectly,

to require or compel the exercise of any taxing power of the

Issuer or any other public authority or governmental body to

pay the principal of, any interest on, and redemption

premiums, if any, with respect to, this Bond or to pay any

other amounts provided for in the Resolution.

It is further agreed between the Issuer and the holder

of this Bond that this Bond and the indebtedness evidenced

hereby shall not constitute a lien upon any property of the












Issuer, but shall constitute a lien only on the Pledged

Revenues described above, in the manner provided in the

Resolution.

The Issuer has entered into certain further covenants

with the holders of the Bonds. Please refer to the Resolu-

tion for the terms of these covenants.

It is hereby certified and recited that all acts,

conditions and things required to exist, to happen, and to

be performed precedent to and in the issuance of this Bond

exist, have happened, and have been performed in regular and

due form and time as required by the Constitution and laws

of the State of Florida applicable hereto, and that the

issuance of the Bonds does not violate any constitutional or

statutory limitation or provision.

This Bond and their interest coupons are and investment

securities under the Uniform Commercial Code of the State of

Florida.

This Bond may be registered as to principal only or as

to both principal and interest in accordance with the provi-

sions setforth herein.

IN WITNESS WHEREOF, West Coast Regional Water Supply

Authority has issued this Bond; it has caused the same to be

signed by the Chairman of the Board of Directors and at-

tested and countersigned by the Secretary of the Board of

Directors, either manually or with their facsimile signa-













tures; it has caused its seal or a facsimile thereof to be

affixed, impressed, imprinted, lithographed, or reproduced

hereon; it has caused the interest coupons hereto attached

to be executed with the facsimile signatures of such officers:

and all of these acts have been performed as of the day

of 1982.


WEST COAST REGIONAL WATER
SUPPLY AUTHORITY


By:

(SEAL)

ATTESTED AND COUNTERSIGNED:


By:
Secretary


FORM OF COUPON

No. $


Unless the Bond to which this interest coupon relates

is callable and shall have been previously duly called for

prior redemption and payment thereof duly made or provided

for, on the 1st day of West Coast

Regional Water Supply Authority will pay to the bearer at

the principal office of or,

at the option of the holder, at the principal office of

or successor paying agents,

solely from the special funds described in the Bond to which













this interest coupon relates, the amount shown hereon in

lawful money of the United States of America, upon presen-

tation and surrender of this interest coupon, said amount

being the interest then due on its Capital Improvement

Revenue Bond (Hillsborough County Project), Series 1982,

dated _, No.


WEST COAST REGIONAL WATER
SUPPLY AUTHORITY


By:
Chairman of Board of Directors
ATTESTED AND COUNTERSIGNED:


By:
Secretary


VALIDATION CERTIFICATE


This Bond is one of a series of bonds that were validated

and confirmed by judgment of the Circuit Court of the Thirteenth

Judicial Circuit of the State of Florida, in and for Hillsborough

County, rendered on 1982.



Secretary Chairman of Board of Directors



PROVISION FOR REGISTRATION

This Bond may be registered in the name of the holder

as to principal only or as to both principal and interest.

Registration shall be made on the books kept by the Registrar









appointed by the Issuer and noted by the Registrar in the

blank below and thereafter no transfer shall be valid unless

(i) made by written assignment, (ii) noted on books of the

Registrar and (iii) noted in the blank below. Registration

as to principal only shall not restrain the negotiability of

the interest coupons. When this Bond is registered, all

unmatured interest coupons affixed hereto may be surrendered

with instruction to pay interest only to the registered

owner, in which event the Registrar shall note in the blank

below that this Bond is registered as to both principal and

interest. Thereafter the interest will be remitted by mail

to the registered owner. This Bond may be discharged from

registration by being transferred to bearer, after which it

shall be transferable by delivery, and the Registrar shall

note below that this Bond is payable to bearer. This Bond

may thereafter be registered again. Upon reconversion of

this Bond when registered as to both principal and interest,

into a coupon bond, coupons representing the interest to

accrue upon the Bond from the last interest payment date

prior to reconversion to the date of maturity shall be

attached hereto by the Registrar. No charge shall be made

for the first registration or for the first reconversion to

bearer but thereafter the Issuer may recover reasonable

expenses for every such transfer.

Date of In Whose Name Manner of Signature of
Registration Registered Registration Registrar





,









FIRST AMENDMENT TO

WATER SUPPLY CONTRACT FOR HILLSBOROUGH COUNTY



THIS AMENDMENT, is entered into this llth day of

August 1982, by and between WEST COAST REGIONAL

WATER SUPPLY AUTHORITY, an interlocal governmental agency

created and existing pursuant to the authority of Sections

373.1962 and 163.01, Florida Statutes, (the "Authority"),

and HILLSBOROUGH COUNTY, FLORIDA, a political subdivision

of the State of Florida, (the "County").



WI TNESSETH :

WHEREAS, the Authority and the County entered into a

contract entitled, "A Water Supply Contract for Hillsborough

County" ("the Contract") on November 10, 1981, a copy of

which is attached hereto as Exhibit "A";

WHEREAS, Section 2 of the Contract contemplates that

the Authority will sell, deliver and receive payment for the

Revenue Bonds, or receive the proceeds from other sources of

financing, on or before November 30, 1982;

WHEREAS, obtaining a consumptive use permit from the

Southwest Florida Water Management District ("the District")

for the Northwest Hillsborough Regional Wellfield ("the Well-

field") is an important precondition to selling, delivering

and receiving payment on said Revenue Bonds or other sources

of financing;














WHEREAS, the District has postponed the necessary

public hearing on the consumptive use permit for the Well-

field from July, 1982 to September, 1982, because of the

District's need to provide the necessary notice to inter-

ested persons;

WHEREAS, any further complications on the part of the

District or any other party concerning the consumptive use

permit for the Wellfield could result in a further postpone-

ment past the November 30, 1982 deadline;

WHEREAS, it would be in both the Authority's and the

County's best interests to defer the November 30, 1982 dead-

line for one year in order to insure that all consumptive use

permitting matters will be properly resolved; and

WHEREAS, Section 15 of the Contract permits amendments

in writing, duly executed by the Authority and the County.

NOW, THEREFORE, in consideration of the premises, which

shall be deemed an integral part of this amendment, the Author-

ity and the County, intending to be legally bound thereby,

agree as follows:

1. The last sentence of Section 2 of the Contract is

amended to read as follows:

"Additionally, if the Authority does not sell, deli-
ver and receive payment for the Revenue Bonds or re-
ceive the proceeds from sources of financing, on or
before November 30, 1983, then this Contract shall
terminate on November 30, 1983."




0*


4 .


IN WITNESS WHEREOF, the Authority and the County have

duly executed this Amendment on the date first above writ-

ten.


ATTEST:


.2 -


WEST COAST REGIONAL WATER
SUPPLY AUTHORITY


( 9 t-L1 C 7yL2


Chairman


In


3TMES F. TAYLOR, JR., Clerit
ATTEST: Board of County CommissionerILLSBOROUGH COUNTY


Deputy Clerk


Chairman


Approved by County Attorney:


BOARD OF COUNTY COMMISSIONERS
HILtL.8ROU.jH COUNTY, FLORIDA
3. DOCUi";i o.. EC


a I




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