Title: Resolution No. 16-82; A Resolution of West Coast Regional Water Supply Authority Providing for the Following: The Acquisition and Construction of Real Property Wells, Pumps, etc.
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 Material Information
Title: Resolution No. 16-82; A Resolution of West Coast Regional Water Supply Authority Providing for the Following: The Acquisition and Construction of Real Property Wells, Pumps, etc.
Physical Description: Book
Language: English
 Subjects
Spatial Coverage: North America -- United States of America -- Florida
 Notes
Abstract: Jake Varn Collection - Resolution No. 16-82; A Resolution of West Coast Regional Water Supply Authority Providing for the Following: The Acquisition and Construction of Real Property Wells, Pumps, etc.
General Note: Box 28, Folder 2 ( West Coast Regional Water Supply Authority Agreements - 1976-1982 ), Item 5
Funding: Digitized by the Legal Technology Institute in the Levin College of Law at the University of Florida.
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Bibliographic ID: WL00004689
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








RESOLUTION NO. ) E~_


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 (CITY OF NEW PORT
RICHEY/PASCO COUNTY PROJECT), SERIES
1982, IN A PRINCIPAL AMOUNT NOT TO
EXCEED $40,000,000 TO PAY THE COST OF
ACQUIRING AND CONSTRUCTING THE SAID
FACILITIES; THE PAYMENT OF THE SAID
REVENUE BONDS FROM THE REVENUES GENER-
ATED FROM THE SALE OF WATER PRODUCED 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.


EXHIBIT "A"











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 Supply Agreement.










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, the

City of New Port Richey, Florida, and Pasco County,

Florida, pursuant to the Water Supply Agreement.

1.16 Project Revenues. Any and all revenues paid to the

Issuer by the City of New Port Richey, Florida, and Pasco

County, Florida, pursuant to the Water Supply Agreement.

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 Supply Agreement. That certain Water

Supply Agreement for Starkey Wellfield among the Issuer,

the City of New Port Richey, Florida, and Pasco 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, which Water Supply Agree-

ment shall be fully executed on or before the date of

the Series 1982 Bonds to their purchasers.

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 Supply Agreement.

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, --ipprovements, 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.

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

Supply Agreement.

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

$40,000,000, and the costs of acquiring and constructing the

Project as defined in Section 4 shall not exceed $8,000,000.

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 (City of

New Port Richey/Pasco 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


10.


_ _____ __ 1___











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

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


11.












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

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 ;f a Series 1982 Bond shall furnish


12.












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

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


13.












by, the Pledged Revenues in accordance with the provi-

sions 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

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

Installment is not expended to purchase Term

Bonds pursuant to Section 6.10.1, the Issuer shall

call by lot for redemption on the date on which

Term Bonds are next subject to mandatory redemp-

tion such amount of Term Bonds then subject to


14.











mandatory redemption as may exhaust the unexpended

Amortization Installment.

7. APPLICATION OF BOND PROCEEDS. The proceeds re-

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

of the Series 1982 Bonds shall be used and applied by the

Issuer as follows:

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


15.












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

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 Supply Agreement shall be used and applied in

accordance 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,


16.












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

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 pursuant to

that certain Water Transfer and Management Agreement

for Starkey Wellfield among the Southwest Florida Water

Management District, the City of New Port Richey,

Florida, and the Issuer, a copy of which is attached to

the Water Supply Agreement as Exhibit C; and any other

costs and expenses incurred in connection with the

Project that are properly characterized as operating


17.












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 Supply Agreement, the Issuer shall deposit in the

Operation 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 Supply

Agreement.

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 maybe expected to be ex-

pended. 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 Supply Agreement.

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.


18.












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 Supply Agreement, the Issuer shall deposit in the

Sinking Fund from the Pledged Revenues the following

amounts:

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.


19.











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 trus-

tee, 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

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 Supply Agreement.

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,


20.












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 Supply Agreement, the Issuer shall deposit in the

Reserve Fund all of the Pledged Revenues remaining

after the required deposits in the Operation and Main-

tenance 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


21.











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

accordance with the annual budgets prepared by the

Issuer pursuant to the Water Supply Agreement. Not-

withstanding 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 Supply Agreement, the Issuer shall deposit in the

Capital Replacement Fund the Project Revenues remaining

after the required deposits in the Operation and Main-

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


22.











until such time as the balance in the Capital Replace-

ment Fund equals the then unexpended amounts budgeted

by the Issuer for capital replacement during that

Fiscal Year pursuant to the Water Supply Agreement.

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 ex-

pended. 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 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 Supply

Agreement. 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
..


23.












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 Supply Agreement remaining after the required deposits

in the Operation and Maintenance Fund, the Sinking Fund, the

Reserve 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 Sec-

tion 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

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


24.











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, ac-

counts, 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-

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


25.












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 Supply Agreement. 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

irrevocably 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 Operation 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-

holders or the Issuer under this Resolution, the Water

Supply Agreement, 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-


26.












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

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
.'


27.











exercise any discretionary option with respect to the re-

demption 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-

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


28.











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 prin-

cipal 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 resolutionof the

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


29.











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.

23. INCONSISTENT RESOLUTIONS. All resolutions of the

Issuer in conflict with this Resolution are hereby repealed
to the extent of the conflict.


30.











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:/ 2 tyl-'- 7/Ck2^4
Corihne Freeman, Chairman
Attest:



Gene Heath, Secretary

























4/13


31.




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