Exhibit 4.13
HILLSBOROUGH COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
AND
TAMPA ELECTRIC COMPANY
INSTALLMENT PURCHASE CONTRACT
Dated as of January 31, 1984
Relating to
Pollution Control Revenue Bond
(Tampa Electric Company Project)
TABLE OF CONTENTS
(This Table of Contents is not a part of the Installment Purchase
Contract but is for convenience of references only)
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
PAGE
SECTION 1.1. Definitions . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2. Rules of Construction . . . . . . . . . . . . . . . 4
ARTICLE II
REPRESENTATIONS
SECTION 2.1. Representations by the Issuer . . . . . . . . . . . 5
SECTION 2.2. Representations by the Company . . . . . . . . . . . 5
ARTICLE III
CONVEYANCE CLAUSE
SECTION 3.1. Sale of the Project and Confirmation of Sale of the
Project . . . . . . . . . . . . . . . . . . . . 6
ARTICLE IV
COMMENCEMENT AND COMPLETION OF THE PROJECT;
ISSUANCE OF THE BONDS
SECTION 4.1. Agreement and Confirmation of Agreement to Acquire
and Construct the Project . . . . . . . . . . . 6
SECTION 4.2. Agreement to Issue Series 1984 Bonds; Application of
Series 1984 Bond Proceeds; Additional and
Refunding Bonds . . . . . . . . . . . . . . . . 7
SECTION 4.3. Disbursements from the Construction Fund;
Investments . . . . . . . . . . . . . . . . . . 7
SECTION 4.4. Company Required to Pay Remaining Cost of Project . 7
SECTION 4.5. Establishment of Completion Date . . . . . . . . . . 7
SECTION 4.6. Company to Pursue Remedies Against Contractors and
Subcontractors and Their Sureties . . . . . . . 8
SECTION 4.7. Covenant Against Arbitrage . . . . . . . . . . . . . 8
SECTION 4.8. No Third Party Beneficiary . . . . . . . . . . . . . 8
ARTICLE V
PAYMENT PROVISIONS
Page
SECTION 5.1. Purchase Price and Other Amounts Payable . . . . . . 8
SECTION 5.2. Obligations of Company Hereunder Unconditional . . . 9
SECTION 5.3. First Mortgage Bonds . . . . . . . . . . . . . . . . 9
SECTION 5.4. Creation of Subordinated Security Interest . . . . . 10
ARTICLE VI
MAINTENANCE AND REMOVAL
SECTION 6.1. Maintenance and Modifications of Project by Company 10
SECTION 6.2. Removal of Portions of the Project . . . . . . . . . 10
ARTICLE VII
SPECIAL COVENANTS
SECTION 7.1. No Warranty of Condition or Suitability by the
Issuer . . . . . . . . . . . . . . . . . . . . 10
SECTION 7.2. Access to the Project . . . . . . . . . . . . . . . 11
SECTION 7.3. Company to Maintain its Corporate Existence;
Conditions Under Which Exceptions Permitted . . 11
SECTION 7.4. Indemnification Covenants . . . . . . . . . . . . . 11
ARTICLE VIII
ASSIGNMENT, LEASING AND SALE
SECTION 8.1. Assignment, Leasing and Sale by the Company . . . . 11
SECTION 8.2. Assignment of Contract Rights by the Issuer . . . . 12
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
SECTION 9.1. Events of Default Defined . . . . . . . . . . . . . 12
SECTION 9.2. Remedies on Default . . . . . . . . . . . . . . . . 13
SECTION 9.3 No Remedy Exclusive . . . . . . . . . . . . . . . . 14
SECTION 9.4. Agreement to Pay Attorneys' Fees and Expenses . . . 14
SECTION 9.5. No Additional Wavier Implied by One Wavier . . . . . 14
ARTICLE IX
PREPAYMENT; PURCHASE OF BONDS
SECTION 10.1. Right to Prepay Purchase Price of Project . . . . . 14
SECTION 10.2. Procedure for Optional Prepayments . . . . . . . . . 15
SECTION 10.3. Special Mandatory Prepayments of Purchase Price . . 15
SECTION 10.4. Action to be Taken by Issuer . . . . . . . . . . . . 16
SECTION 10.5. Purchase of Bonds . . . . . . . . . . . . . . . . . 16
SECTION 10.6. Relative Position of Contract and Indenture . . . . 16
Page
SECTION 10.7. Mandatory Purchase by the Company of the Series
1984 Bonds at the Election of the Registered
Owners . . . . . . . . . . . . . . . . . . . . 16
SECTION 10.8. Option to Terminate the Company's Obligation to
Purchase the Series 1984 Bonds; Automatic
Termination of the Company's Obligation to
Purchase the Series 1984 Bonds . . . . . . . . 16
ARTICLE XI
MISCELLANEOUS
SECTION 11.1. Notices . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 11.2. Binding Effect . . . . . . . . . . . . . . . . . . . 17
SECTION 11.3. Severability and Effect of Invalidity . . . . . . . 17
SECTION 11.4. Termination . . . . . . . . . . . . . . . . . . . . 17
SECTION 11.5. If Payment or Performance Date a Legal Holiday . . . 18
SECTION 11.6. Appointments of Successor Remarketing Agent,
Successor Indencing Agent and Successor Tender
Agent . . . . . . . . . . . . . . . . . . . . . 18
SECTION 11.7. Company and Issuer May Rely on Authorized
Representatives . . . . . . . . . . . . . . . . 18
SECTION 11.8. Amendment of Contract . . . . . . . . . . . . . . . 18
SECTION 11.9. Other Instruments . . . . . . . . . . . . . . . . . 18
SECTiON 11.10. Net Contract . . . . . . . . . . . . . . . . . . . . 19
SECTION 11.11. Execution of Counterparts . . . . . . . . . . . . . 19
SECTION 11.12. Applicable Law . . . . . . . . . . . . . . . . . . . 19
EXECUTION
Execution by Issuer . . . . . . . . . . . . . . . . . . . . . . . . 19
Execution by Company . . . . . . . . . . . . . . . . . . . . . . . 19
ACKNOWLEDGMENTS
Acknowledgments for Issuer . . . . . . . . . . . . . . . . . . . . 20
Acknowledgments for Company . . . . . . . . . . . . . . . . . . . . 21
EXHIBITS
EXHIBIT A - Description of the Project . . . . . . . . . . . . . A-1
INSTALLMENT PURCHASE CONTRACT
This INSTALLMENT PURCHASE CONTRACT, made and entered into as of the
31st day of January, 1984 by and between the HILLSBOROUGH COUNTY
INDUSTRIAL DEVELOPMENT AUTHORITY, a public body corporate and politic
instrumentally created pursuant in the laws of the State of Florida
(the "Issuer"), and TAMPA ELECTRIC COMPANY, a corporation organized
and existing under the laws of the State of Florida (the "Company"):
WITNESSETH:
In consideration of the respective representations and agreements
hereinafter contained, the parties hereto agree as follows (provided
that in the performances of the agreements of the Issuer herein
contained, any obligation it may thereby incur for the payment of
money shall not be a debt, liability or obligation of any authority or
county or of the State of Florida or any political subdivision
thereof, except to the extent that the Bonds hereinafter mentioned
shall be limited obligation of the Issuer, payable solely out of
moneys derived from this Installation Purchase Contract and the sale
of the bonds referred to in Section 4.2 hereof):
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.1 Definitions. In addition to words and terms elsewhere
defined in this Installation Purchase Contract, the following words
and terms shall have the following meanings:
"Act" means Part III of Chapter 159, Florida Statues, as amended.
"Additional Bonds" means the additional Bonds authorized to be
issued by the Issuer under Section 209 of the Indenture.
"Adjustable Rate Index" means for each Interest Rate Period, the
interest rate determined by the Indexing Agent as of December 26 of
the preceding Interest Rate Period, to be the average yield of not
less than 20 twelve-month securities selected by the Indexing Agent
and evaluated at par, the interest on each of which securities is
exempt from federal income taxation and the issuer of each of which
has long-term securities rated by Moody's Investors Service, Inc.
and/or Standard & Poor's Corporation in the same long-term debt
category as the rating of the Series 1984 Bonds (without regard to any
rating refinement or gradation by a numerical modifier or otherwise);
provided, however, that in the event the Series 1984 Bonds are no
longer rated by Moody's Investors Service, Inc. or by Standard &
Poor's Corporation or that the Indexing Agent no longer determines or
fails to determine the Adjustable Rate Index, the Adjustable Rate
Index for such Interest Rate Period will be determined by the
Remarketing Agent and will be 1/4 of 1% over the average twelve-month
yield of project notes guaranteed by the U.S. Department of Housing
and Urban Development, evaluated at par, or if no such project notes
are outstanding, 65% of the average twelve-month yield of U.S.
Treasury Bonds, evaluated at par. The Adjustable Rate Index for each
Interest Rate Period shall be set forth in a written certificate of
the Indexing Agent (or the Remarketing Agent if appropriate) delivered
to the Company, the Remarketing Agent and the Trustee on December 26
of each year.
"Authorized Company Representative" means each of the persons at
the time designated to act on behalf of the Company by written
certificate furnished to the Issuer and the Trustee containing the
specimen signatures of such persons and signed on behalf of the
Company by the President or any Vice President of the Company.
"Authorized Issuer Representative" means each of the persons at
the time designated to act on behalf of the Issuer by written
certificate furnished to the Company and the Trustee containing the
specimen signatures of such persons and signed on behalf of the issuer
by the Chairman.
"Bond Counsel" means counsel nationally recognized on the subject
of, and qualified to render approving legal opinions on the issuance
of municipal bonds.
"Bond Fund" means the fund created by Section 501 of the
Indenture.
"Bond Resolution" means a resolution adopted by the Issuer on
December 20, 1983, as supplemented by a resolution adopted by the
Issuer on January 27, 1984, authorizing the issuance of the Series
1984 Bonds and of up to $18,000,000 Additional Bonds.
"Bonds" means the Series 1984 Bonds, the Additional Bonds and the
Refunding Bonds.
"Chairman" means the person at the time occupying the office of
Chairman or Vice Chairman of the Issuer or any successor to the
principal functions thereof.
"Code" means the Internal Revenue Code of 1954, as amended.
"Collateral" means collectively, the pollution control facilities
described in Exhibit A attached hereto, as the same may be amended
from time to time, and each component thereof which has been or will
be acquired by the Company from the Issuer.
"Company" means Tampa Electric Company, a corporation organized
and existing under the laws of the State of Florida, and its
successors or assigns and any surviving resulting or transferee
corporation as provided in Section 7.3 hereof.
"Completion Date" means the date of completion of the
acquisition, construction and installation of the Project as that date
shall be certified as provided in Section 4.5 hereof.
"Construction Fund" means the fund created by Section 401 of the
Indenture.
"Contract"' means this Installment Purchase Contract, as amended
and supplemented by any amendments or supplements hereto permitted by
the Indenture.
"Cost" means any item of cost within any proper definition of
such word under the Act, including, without limitation, all items of
cost which are set forth in Section 403 of the Indenture.
"First Mortgage" means the Indenture of Mortgage, dated as of
August 1, 1946, as heretofore and hereafter supplemented and amended,
by and between the Company and State Street Bank and Trust Company
(formerly, State Street Trust Company) and Sun Bank of Tampa Bay
(formerly, Flagship Bank of Tampa before that Marine Bank & Trust
Company and before that, First Savings & Trust Company of Tampa), as
trustees.
"First Mortgage Bond Fund" means the fund created by Section 507
of the Indenture.
"First Mortgage Bonds" means the bonds issued under the First
Mortgage as described in Section 5.3 hereof.
"Fixed Rate Date" means for the Series 1984 Bonds, the date as of
which all of the Series 1984 Bonds then outstanding shall have been
converted to bear interest at a rate determined on the basis of the
Fixed Rate Index in accordance with the Indenture, which shall be on
the first day of any month if the Series 1984 Bonds are converted on
or before January 1, 1985, or on January 31, 1985, or on February 1 if
the Series 1984 Bonds are converted in 1986 or thereafter.
"Fixed Rate Index" means for each Interest Rate Period, the
interest rate determined by the Indexing Agent on December 26 of the
preceding Interest Rate Period until the Fixed Rate Date and, at the
request of the Company on the 26th day of each month during 1984, to
be the average yield of not less than 20 securities selected by the
Indexing Agent and evaluated at par, the term of each of which
securities is substantially equal to the remaining term of the Series
1984 Bonds, the interest on each of which is exempt from federal
income taxation and each of which is rated by Moody's Investors
Service, Inc. and/or Standard & Poor's Corporation in the same
category as the rating of the Series 1984 Bonds (without regard to any
rating refinement or gradation by numerical modifier or otherwise);
provided, however, that in the event the Series 1984 Bonds are no
longer rated by Moody's Investors Service, Inc. or Standard & Poor's
Corporation or that the Indexing Agent no longer determines or fails
to determine a Fixed Rate Index, the Fixed Rate Index for such
Interest Rate Period shall be based on a percentage of the most
recently published "Bond Buyer Revenue Bond Index" and on the
remaining term of the Series 1984 Bonds as follows:
Percentage of the Bond Remaining Term of the
Buyer Revenue Bond Index Series 1984 Bonds
100% 30 to 21 years
97 20 to 18 years
95 17 to 15 years
90 14 to 12 years
88 11 to 9 years
80 8 to 6 years
70 Less than 6 years
In the event the "Bond Buyer Revenue Bond Index" is no longer
published by The Bond Buyer, the Fixed Rate Index for such Interest
Rate Period shall be 85% of the annual interest rate determined by the
Remarketing Agent to be the annual yield on U.S. Treasury Bonds,
evaluated at par and maturing in the same year as the Series 1984
Bonds. The Fixed Rate Index for each Interest Rate Period shall be
set forth in a written certificate of the Indexing Agent (or the
Remarketing Agent if appropriate) delivered to the Company, the
Remarketing Agent and the Trustee on December 26 of each year and a
preliminary Fixed Rate Index shall be set forth in a written
certificate delivered to the Company, the Remarketing Agent and the
Trustee on November 26 of each year until the Fixed Rate Date and, at
the request of the Company, on the 26th day of each month during 1984.
"Improvements" has the same meaning as "Improvements" as defined
in Section 101 of the Indenture.
"Indenture" means the Trustee Indenture, of even date herewith,
between the Issuer and NCNB National Bank of Florida, Tampa, Florida,
pursuant to which (i) the Bonds are authorized to be issued and (ii)
the Issuer's rights under this Contract (except the Issuer's rights
under Sections 5.1(c) and 9.4 hereof to payment of certain costs and
expenses and under Section 7.4 hereof to indemnification), including
the Purchase Price Installments and other revenues and proceeds
receivable by the Issuer from the sale of the Project, its
subordinated security interest and any interest the Issuer may have in
the First Mortgage Bonds, if any, are pledged and assigned as security
for the payment of principal of and premium, if any, and interest on
the Bonds, as amended or supplemented by any amendments or supplements
permitted thereby.
"Indexing Agent" means Kenny Information Systems, a limited
partnership of which the Kenny Group, Inc. is the general partner, or
any other nationally recognized municipal bond securities evaluation
service appointed by the Issuer with the approval of the Company and
the Remarketing Agent.
"Initial Contract" means the Installment Purchase Contract, dated
as of August 1, 1981, as amended and supplemented by a First
Supplemental Installment Purchase Contract, dated as of May 1, 1982,
an amendment to Exhibit A to Installment Purchase Contract, dated as
of April 7, 1983, and a Second Supplemental Installment Purchase
Contract, dated as of June 1, 1983, by and between the Issuer and the
Company, and any further amendments or supplements thereto permitted
by the Initial Indenture.
"Initial Indenture" means the Trust Indenture, dated as of August
1, 1981, as amended and supplemented by a First Supplemental Trust
Indenture, dated as of May 1, 1982, by and between the Issuer and
Exchange Bank and Trust Company of Florida and by a Second
Supplemental Trust Indenture, dated as of June 1, 1983 by and between
the Issuer and NCNB National Bank of Florida (formerly Exchange Bank
and Trust Company of Florida), and any further amendments and
supplements thereto permitted thereby.
"Interest Rate Period" means, for the Series 1984 Bonds. the
period from January 31, 1984 to and including the earlier of January
30, 1985 or the day before the Fixed Rate Date, and thereafter from
the day after the last day of the first Interest Rate Period until
January 31, 1986, and for each twelve-month period thereafter, the
period from February 1 to and including January 31 of the next
calendar year.
"Issuer" means the Hillsborough County Industrial Development
Authority, a public body corporate and politic and a public
instrumentality created pursuant to the laws of the State of
Florida,and its successors and assigns and any body resulting from or
surviving any consolidation or merger to which it or its successors
may be a party
"Outstanding" has the same meaning as "outstanding" as defined in
Section 101 of the Indenture.
"Project" means, collectively, certain pollution control
facilities located or to be located at the Unit, including any
structures, machinery, fixtures, improvements and equipment, all as
described in Exhibit A attached hereto, as the same may be amended
from time to time, together with all additions thereto and
substitutions therefor, less any deletions therefrom, as they may at
any time exist.
"Purchase Price Installments" means the payments required by
Section 51(a) hereof.
"Refunding Bonds" means the additional Bonds authorized to be
issued by the Issuer under Section 210 of the Indenture for the
purpose of refunding any or all of the Bonds of any series then
outstanding.
"Remaining", when used in connection with "Cost", means that
portion of the Cost not theretofore financed with the proceeds of
bonds issued pursuant to the Initial Indenture.
"Remarketing Agent" means Kidder, Peabody & Co Incorporated or
any other investment banking firm or firms appointed by the Company to
act as Remarketing Agent.
"Secretary" means the person at the time occupying the office of
Secretary or Assistant Secretary of the Issuer or any successor to the
principal functions thereof.
"Series 1984 Bonds" means the Bonds authorized to be issued under
Section 208 of the Indenture for the purpose of paying a portion of
the Remaining Cost of the Project.
"Tender Agent" means The Chase Manhattan Bank, N A, or another
bank or trust company appointed by the Issuer, with the approval of
the Company and the Remarketing Agent.
"Trustee" means the Trustee at the time serving as such under the
Indenture.
"2014 Series First Mortgage Bonds" means the First Mortgage Bonds
to be created by the 2014 Series Supplemental Indenture and, at the
option of the Company, delivered to the Trustee as security for the
Company's obligation to pay the Purchase Price Installments relating
to the Series 1984 Bonds, pursuant to Section 5.3 hereof.
"2014 Series Supplemental Indenture" means the Supplemental
Indenture of Mortgage, to be dated as of the date of the 2014 Series
First Mortgage Bonds, if any, by and between the Company and State
Street Bank and Trust Company and Sun Bank of Tampa Bay, as trustees
under the First Mortgage.
"Unit" means Unit No. 4 of the Big Bend Station, an electric
generating facility, and related support facilities, as they may at
any time exist.
SECTION 1.2. Rules of Construction. (a) Words of the masculine gender
shall be deemed and construed to include correlative words of the
feminine and neuter genders.
(b) Unless the context shall otherwise indicate, the words
"Bond", "owner", "holder" and "person" shall include the plural as
well as the singular number; the word "person" shall include any
individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government
or any agency or political subdivision thereof and the word 'holder"
of "Bond holder" when used herein with respect to Bonds shall mean the
registered owner of one or more Bonds at the time issued and
outstanding under the Indenture.
(c) Words importing the redemption or calling for redemption of the
Bonds shaft not be deemed to refer to or to connote the payment of
Bonds at their stated maturities.
(d) The captions or headings in this Contract are for convenience only
and in no way limit the scope or intent of any provision or section of
this Contract.
(e) All references herein to particular articles or sections are
references to articles or sections of this Contract unless some other
reference is indicated.
ARTICLE II
Representations
SECTION 2.1. Representation by the Issuer. The Issuer makes the
following representations, as of the date of delivery of this
Contract:
(a) The Issuer is duly authorized under the provisions of the Act to
enter into, execute and deliver this Contract, to undertake the
transactions contemplated by this Contract and to carry out its
obligations hereunder, and the Issuer has duly authorized the
execution and delivery of this Contract;
(b) The Issuer proposes to cause the acquisition, construction and
installation of the Project at the Unit, pursuant to the terms and
conditions expressed herein, all for the purpose of promoting
effective and efficient pollution control throughout the State of
Florida;
(c) The Issuer proposes to issue under section 208 of the Indenture
$82,000,000 aggregate principal amount of its Series 1984 Bonds for
the purpose of paying a portion of the Remaining Cost of the Project;
and
(d) By proper action of the Issuer, the officers of the Issuer
executing and attesting this Contract have been duly authorized to
execute and deliver this Contract.
SECTION 2.2. Representations by the Company. The Company makes the
following representations, as of the date of delivery of this
Contract:
(a) The Company is a corporation organized and existing under the laws
of the State of Florida and has power to enter into this Contract;
(b) By proper corporate actions the officers of the Company executing
and attesting this Contract have been duly authorized to execute and
deliver this Contract;
(c) Neither the execution or delivery of this Contract or the-
consummation of the transactions contemplated herein (including,
without limitation, execution and delivery of the 2014 Series First
Mortgage Bonds, if any), nor the fulfillment of or compliance with the
terms hereof will conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under, the Company's
Restated Articles of Incorporation, its by-laws, or any indenture,
mortgage, deed of trust or other agreement or instrument to which the
Company is now a party or by which it is bound;
(d) The facilities comprising the Project constitute a "project"
within the meaning of Section 159.44(2) of the Act;
(e) All of the proceeds of the Series 1984 Bonds (exclusive of accrued
interest) will be used for payment of the "cost" (within the meaning
of the Act) of the Project, except as provided in Article IV of the
Indenture;
(f) Not less than substantially all of the proceeds of each series of
Bonds will be used to provide "sewage or solid waste disposal
facilities" or "air or water pollution control facilities" within the
meaning of Section 103(b)(4)(E) or (F), respectively, of the Code; and
(g) All necessary authorizations, approvals, consents and other orders
of any governmental authority or agency for the execution and delivery
by the Company of this Contract have been obtained and are in full
force and effect.
ARTICLE III
CONVEYANCE CLAUSE
SECTION 3.1. Sale of the Project and Confirmation of Sale of the
Project. The Issuer hereby grants, bargains and sells to the Company,
and the Company hereby purchases from the Issuer, all of the Issuer's
rights, title interest in the Project and each and every component
thereof, in accordance with the provisions of this Contract. The
Issuer hereby confirms its grant, bargaining and sale to the Company,
and the Company hereby confirms its purchase from the Issuer, pursuant
to and in accordance with the provisions of the Initial Contract, of
all of the Issuer's rights, title and interest in the Project and each
and every component thereof. The Issuer agrees to execute and deliver
to the Company such further conveyances or other evidences of title to
the Project and each and every component thereof as the Company may
from time to time reasonable require.
ARTICLE IV
COMMENCEMENT AND COMPLETION OF THE PROJECT;
ISSUANCE OF THE BONDS
SECTION 4.1. Agreement and Confirmation of Agreement to Acquire and
Construct the Project. In accordance with the provision of Section
4.3 hereof and Section 404 of the Indenture and except as otherwise
provided in the Indenture, it is agreed that the proceeds, except
accrued interest, from the sale of the Bonds (other than Refunding
Bonds) will be used solely to pay a portion of the Remaining Cost of
the Project, and thereby the Project will continue to be acquired,
constructed and installed at the Unit, substantially in accordance
with the plans and specifications of the Company, including any and
all supplements, amendments and additions thereto and in accordance
with change orders approved in writing by the Company, and to
reimburse the Company for any Remaining Cost of the Project heretofore
or hereafter paid by the Company from its own funds; provided,
however, that no supplement, amendment, addition or change order
relating to the plans and specifications shall be inconsistent with
the representations made in subsections (d), (e) and (f) of Section
2.2 hereof or; except as permitted by the fourth paragraph of this
Section 4.1, change the essential character and function of the
Project initially described in Exhibit A hereto.
It is understood that the Company has acted and shall act as an
independent contractor for the issuer in connection with such
acquisition, construction and installation of the Project and as such
independent contractor will affirmatively perform all responsibilities
of the Issuer in connection with the acquisition, construction or
installation of the Project. The Issuer shall not execute any
contract for the acquisition, construction or installation of the
Project or any part thereof or for the purchase of any part thereof
without the prior written approval of the Company.
The Issuer agrees to cause the acquisition, construction and
installation of the Project to be continued after receipt of the
proceeds from the sale of the Series 1984 Bonds and to use its best
efforts to cause said acquisition, construction and installation to be
completed as promptly as possible in accordance with the plans and
specifications therefor, delays by reason of "force majeure" (as
defined in Section 9.1 hereof) beyond the reasonable control of the
Issuer only excepted, but if for any reason such acquisition,
construction and installation is not completed there shall be no
resulting liability on the part of the Issuer and no diminution in the
Purchase Price Installments or obligations on the First Mortgage
Bonds, if any, and other amounts required to be paid by the Company.
In addition to supplementing, amending and adding to the plans
and specifications for the Project, including any change orders,
within the limits set forth in the first paragraph of this Section, it
is understood and agreed that the Company shall be authorized to omit
or delete components of the Project or to add or substitute new
components as an addition to the Project or in substitution of
components thereof so omitted or deleted, provided that, if any such
change would alter the character or function of the Project or any
part thereof, the Company shall, prior to making any such change, file
with the Issuer and the Trustee a written opinion of Bond Counsel to
the effect that such change will not result in the interest on the
Bonds, or any thereof, becoming subject to Federal income taxes then
in effect. In the event of an omission, deletion, addition or
substitution as aforesaid. the Company and the issuer shill revise
Exhibit A to this Contract to reflect such omission, deletion,
addition or substitution and mail a copy of such revised Exhibit A to
the Trustee.
SECTION 4.2. Agreement to Issue Series 1984 Bonds; Applicable of
Series 1984 Bond Proceeds; Additional and Refunding Bonds. (a) The
Issuer agrees that it will as promptly as possible, issue, sell and
cause to be delivered to the purchasers thereof $82,000,000 aggregate
principal amount of Series 1984 Bonds for the purpose of paying a
portion of the Remaining Cost of the Project. Upon receipt of, and
from, the proceeds from the sale of the Series 1984 Bonds, the issuer
will (i) deposit in the Bond Fund a sum equal to the accrued interest
on the Series 1984 Bonds paid by the purchasers of the Series 1984
Bonds, and (ii) deposit in the Construction Fund the balance of the
proceeds received from the sale of the Series 1?84 Bonds.
(b) Upon the request of the Company, the Issuer may authorize the
issuance of Additional Bonds and Refunding Bonds for the purposes and
upon the terms and conditions provided in the Indenture.
(c) The provisions of the Indenture and the maturities, interest
rates, redemption provisions and all other terms of the Bonds and the
prices for which they are sold are subject to the approval of the
Company.
(d) The provisions of the Indenture and of this Contract are not
intended to restrict the Company from financing any portion of the
Cost of completing the Project or from paying all or any part of the
cost of any Improvements by means other than the issuance of
Additional Seconds by the Issuer.
SECTION 4.3. Disbursements from the Construction Fund; Investments.
The issuer and the Company hereby agree that the moneys in the
Construction Fund shall be applied to the payment of the Remaining
Cost of the Project or otherwise in accordance with Article IV of the
Indenture and that such moneys shall be invested and reinvested in
accordance with Article VI of the Indenture. Any amounts remaining in
the Construction Fund after the Completion Date shall be disbursed by
the Trustee in accordance with Section 406 of the Indenture.
SECTION 4.4. Company Required to Pay Remaining Cost of Project. In the
event that moneys in the Construction Fund available for the payment
of the Remaining Cost of the Project (including the proceeds of any
Additional Bonds) should not be sufficient to pay the Remaining Cost
of the Project, the Company agrees to complete the Project and to pay
all that portion of the Remaining Cost of the Project as may be in
excess of the moneys available therefor in the Construction Fund. The
Issuer does not make any warranty, either express or implied, that the
moneys which will be paid into the Construction Fund and which, under
the provisions of this Contract, will be available for payment of the
Remaining Cost of the Project in accordance with the plans and
specifications will be sufficient to pay the Remaining Cost of the
Project. The Company agrees that if, after exhaustion of the moneys in
the Construction Fund, the Company should pay any portion of the
Remaining Cost of the Project.it shall not be entitled to any
reimbursement therefor from the Issuer or from the Trustee, except as
contemplated by Section 4.2(b) of this Contract and section 403(a) of
the indenture, or from the holders of any of the Bonds, and that it
shall not be entitled to any abatement or diminution of the purchase
price of the Project or interest thereon payable under Section 5.1(a)
hereof.
SECTION 4.5. Establishment of Completion Date. The Completion Date
shall be evidenced to the Trustee by a certificate dated and signed by
an Authorized Company Representative setting forth the Cost of the
Project and stating that, except for amounts not then due and payable
or the liability for the payment of which is being contested or
disputed by the Company, (i) the acquisition, construction and
installation of the Project have been completed substantially in
accordance with the plans and specifications therefor and the Cost of
the Project has been paid, and (ii) all other facilities necessary in
connection with the Project have been acquired, constructed and
installed in accordance with the plans and specifications therefor and
all costs and expenses incurred in connection therewith have been
paid. Notwithstanding the foregoing, such certificate shall state that
it is given without prejudice to any rights against third parties
which exist at the date of such certificate or which may subsequently
come into being.
SECTION 4.6. Company to Pursue Remedies Against Contractors and
Subcontractors and Their Sureties. In the event of default of any
contractor or subcontractor under any contract made by it in
connection with the Project the Company may, in its own name or in the
name of the Issuer, prosecute or defend any action or proceeding or
take any other action involving any such contractor, subcontractor or
surety which the Company deems reasonably necessary, and in such event
the Issuer hereby agrees to cooperate fully with the Company in any
such action or proceedings. Any additional costs or expenses of the
Issuer shall be reimbursed by the Company to the Issuer in accordance
with the provisions of Section 5.1(c) hereof.
SECTION 4.7. Covenant Against Arbitrage. The Company covenants and
agrees that it will not make or permit any use, and will not direct
the Trustee to make any use, of the proceeds of the Bonds which, if
such use had been reasonably expected on the day of the issuance of
the Bonds, would have caused the Bonds to be arbitrage bonds within
the meaning of Section 103(c) of the Code and applicable regulations
promulgated from time to time thereunder.
SECTION 4.8. No Third Party Beneficiary. It is specifically agreed
between the parties executing this Contract that it is not intended by
any of the provisions of any part of this Contract to create in the
public or any member thereof, other than as expressly provided herein
or in the Indenture, a third party beneficiary hereunder, or to
authorize anyone not a party to this Contract, or specifically
indemnified hereunder, to maintain a suit for personal injuries or
property damage pursuant to the terms or provisions of this Contract.
The duties, obligations and responsibilities of the parties to this
Contract with respect to third parties shall remain as imposed by law.
ARTICLE V
PAYMENT PROVISIONS
SECTION 5.1. Purchase Price and Other Amounts Payable. (a) The
purchase price for the Project shall be an amount equal to the
principal amount of the Bonds, and the interest to be paid on such
purchase price shall be an amount equal to the aggregate of the
premium, if any, and interest on the Bonds The Company agrees to pay
to the Trustee for the account of the Issuer the purchase price of the
Project and the interest thereon in installments (herein called the
Purchase Price Installments) due on the dates, in the amounts and in
the manner provided in the Indenture for the Issuer to cause payment
to be made to the holders of the Bonds of the principal of and
premium, if any, and interest on the Bonds, whether at their
maturities, upon redemption or otherwise, provided that any amount
credited under the Indenture against any payment required to be made
by the Issuer thereunder shall be credited against the corresponding
payment required to be made by the Company hereunder. Notwithstanding
anything to the contrary contained herein, the Company covenants that
it will pay the Purchase Price Installments at such times and in such
amounts to assure that payment of the principal of and premium. if
any, and interest on the Bonds shall be made when due.
(b) The Company agrees to pay to the Trustee for the account of the
Issuer, until the principal of and premium, if any, and interest on
the Bonds shall have been fully paid or provision for the payment
thereof shall have been made in accordance with the provisions of the
Indenture. (i) the reasonable fees and charges of the Trustee and all
expenses (including reasonable counsel fees) incurred by the Trustee
under this Contract or the Indenture as the same become due, (ii) the
reasonable fees and charges of any other paying agents and the
Indexing Agent and the Tender Agent for the Bonds as the same become
due, and (iii) any expenses incurred in connection with the purchase,
redemption or remarketing of Bonds.
(c) The Company agrees to pay to or on behalf of the Issuer, on or
before the date of issuance of each series of Bonds, all reasonable
expenses of the Issuer incurred in connection with this Contract,the
Indenture, the Bonds and the First Mortgage Bonds, if any, including,
without limitation, any and all administrative expenses relating to
the Company's application process, costs of validation and issuance of
the Bonds and the fees and expenses of the Issuer's attorneys. The
Company agrees to pay to or on behalf of the Issuer, costs or expenses
incurred after such dates of issuance, within 30 days after notice
thereof.
SECTION 5.2. Obligations of Company Hereunder Unconditional. Until
such time as the principal of and premium, if any, and interest on the
Bonds shall have been fully paid or deemed to have been paid as
provided pursuant to Article XIII of the Indenture, the Company's
obligations under this Contract shall be absolute and unconditional,
and the Company (a) will not suspend or discontinue payment of any
amounts required to be paid by it pursuant to Section 5.1 hereof, (b)
will perform and observe all of its other agreements contained in his
Contract, and (c) except as permitted by this Contract, will not
terminate this Contract for any cause, including, without limiting the
generality of the foregoing, failure of the issuer to complete the
Project, the occurrence of any act or circumstance that may constitute
failure of consideration, destruction of or damage to the Project,
commercial frustration of purpose, any change in the tax or other laws
of the United States of America or of the State of Florida or any
political subdivision of either of them, or any failure of the Issuer
to perform or observe any agreement, whether express or implied, or
any duty, liability or obligation arising out of or connected with
this Contract.
Nothing contained in this Section shall be construed to release the
Issuer from the performance of any of the agreements on its part
herein contained and in the event the Issuer should fail to perform
any such agreement on its part, the Company may institute such action
against the issuer as the Company may deem necessary to compel
performance of the Issuer hereunder so long as such action shall not
violate the agreements on the part of the Company contained in the
first sentence of this Section or diminish the amounts required to be
paid by the Company pursuant to Section 5.1 hereof.The Company may
also, at its own cost and expense and in its own name or in the name
of the issuer,prosecute or defend any action or proceeding or take any
other action involving third persons which the Company deems
reasonably necessary in order to secure or protect its right of
possession, occupancy and use thereunder, and in such event the Issuer
hereby agrees to cooperate fully with the Company and at the Company's
expense, to take all action necessary to effect the substitution of
the Company for the issuer in any action or proceeding if the Company
shall so request.
SECTION 5.3. First Mortgage Bonds. (a) In order to provide collateral
security for the Company's obligations to make payment of Purchase
Price Installments relating to any one or more series of Bonds, as
required under Section 5.1 of this Contract, the Company may elect to
issue and deliver to the Trustee, one or more series of First Mortgage
Bonds (i) registered in the name of the Trustee, (ii) which shall have
the same stated rate or rates of interest prior to maturity, payable
at the same times, and (iii) which shall become due in the same
principal amount or amounts either by redemption, through operation of
a sinking fund or by maturity, on the same date or dates, as such
series of Bonds. Each series of the First Mortgage Bonds shall be
held subject to the terms and provisions of the Indenture and the
First Mortgage.
(b) To exercise the election described in subsection (a) of this
Section 5.3, the Company shall, not less than 14 days prior to the
proposed date of delivery of each series of First Mortgage Bonds, (i)
give to the Issuer and the Trustee written notice that shall designate
the series of Bonds for which such series of First Mortgage Bonds
shall be delivered, the rate or rates of interest to be borne by such
series of First Mortgage Bonds, the principal amount or amounts, the
maturity or maturities and the redemption provisions of such series of
First Mortgage Seconds and the date on which such series of First
Mortgage Bonds shall be delivered and (ii) deliver to the Trustee and
the Issuer a written opinion of Bond Counsel to the effect that such
election and the delivery of such series of First Mortgage Bonds will
not cause the interest on the corresponding series of Bonds to become
subject to Federal income tax; provided, however, that in the event
the Company elects to deliver First Mortgage Bonds concurrently with
the issuance of the corresponding series of Bonds, the notice and
opinion described in this subsection (b) need not be given.
SECTION 5.4. Creation of Subordinated Security Interest. As security
for the performance by the Company of its obligations under Section
5.1(a) hereof, the Company hereby grants to the Issuer a subordinated
security interest in the Collateral and in each component thereof
which has been or will be acquired hereunder by the Company from the
Issuer. It is agreed that the security interest hereby granted
(including the Issuer's rights of possession or repossession of the
Collateral or any rights conferred upon the issuer under the Uniform
Commercial Code of the State of Florida or otherwise) is hereby made,
and shall at all times be, subject to (i) the rights of the holders of
the First Mortgage Bonds of the Company including the First Mortgage
Bonds, issued and outstanding or to be issued under, the lien of the
First Mortgage and (ii) any future security interest or lien created
to secure any indebtedness or other obligations of the Company now
existing or hereinafter issued or incurred under any indenture or
other instrument which expressly provides that any such security
interest or lien securing such indebtedness or obligations shall be
superior to the security interest hereby granted; provided that
nothing in said First Mortgage or in such other instrument or
indenture or in this Section 5.4 shall affect or diminish the
obligations of the Company under Section 5.1(a) hereof. Such security
interest shall remain in effect until the Company shall have satisfied
its obligations under Section 5.1 (a) hereof at which time the Issuer
shall cause the execution and delivery to the Company of such
documents as shall be necessary to effect or evidence the termination
of such security interest.
ARTICLE V
MAINTENANCE AND REMOVAL
SECTION 6.1 Maintenance and Modifications of Project by Company.
Subject to the provisions of Section 6.2 hereof, the Company agrees
that so long as any Bonds are outstanding it will at its own expense
maintain, repair and operate the Project. The Company may make
modifications to completed components of the Project.
SECTION 6.2. Removal of Portions of the Project. The Company shall not
let under any obligation to renew, repair or replace any inadequate,
obsolete, worn-out, unsuitable, undesirable or unnecessary portion of
the Project. In any instance where the Company determines that any
portion of the Project has become inadequate, obsolete, worn-out,
unsuitable, undesirable or unnecessary, the Company may remove such
portion of the Project and sell, trade in, exchange or otherwise
dispose of such removed portion of the Project without any
responsibility or accountability to the Issuer, the Trustee or the
holders of the Bonds. The removal of any portion of the Project
pursuant to the provisions of this Section shall not entitle the
Company to any abatement or diminution of the amounts required to be
paid pursuant to Section 5.1 hereof.
ARTICLE VII
SPECIAL COVENANTS
SECTION 7.1. No Warranty of Condition or Suitability by the Issuer.
THE ISSUER MAKES NO WARRANTY, EITHER EXPRESSED OR IMPLIED, AS TO THE
CONDITION OF THE PROJECT OR ITS SUITABILITY FOR THE COMPANY'S PURPOSES
OR NEEDS.
SECTION 7.2. Access to the Project. The Issuer and its duly authorized
agents shall have such rights of access to the Project and the Unit as
may be reasonably necessary to inspect the progress of the
acquisition, construction and installation of the Project.
SECTION 7.3. Company to Maintain its Corporate Existence; Conditions
Under Which Exceptions Permitted. The Company agrees that, so long as
any Bonds are outstanding, it will maintain its corporate existence,
will not dissolve or otherwise dispose of all or substantially all of
its assets and will not consolidate with or merge into another
corporation or permit one or more other corporations to consolidate
with or merge into it; provided that the Company may, without
violating its agreement contained in this Section, consolidate with or
merge into another corporation, or permit one or more other
corporations to consolidate with or merge into it or sell or otherwise
transfer to another corporation all or substantially all of its assets
as an entirety and thereafter dissolve, provide the surviving,
resulting or transferee corporation, as the case may be (if other than
the Company), is a corporation organized and existing under the laws
of one of the states of the United States, and assumes in writing all
of the obligations of the Company herein, and, if not a Florida
corporation, is qualified to do business in the State of Florida.
SECTION 7.4. Indemnification Covenants. (a) The Company hereby agrees
to indemnify the Issuer, the Tender Agent, Indexing Agent and
Remarketing Agent and the Trustee against claims arising out of
construction agreements and the construction or operation of the
Project and to pay or bond and discharge and indemnify and hold
harmless the Issuer from and against (i) any lien or charge upon
payments by the Company to or for the account of the Issuer hereunder
and (ii) any taxes,assessments, impositions and other charges of any
Federal, state or municipal government or political body in respect of
the Project. If any such claim is asserted, or any such lien or charge
upon payments,or any such taxes, assessments, impositions or other
charges are sought to be imposed, the Issuer, the Tender Agent, the
Indexing Agent, the Remarketing Agent or the Trustee, as the case may
be, shall give prompt notice to the Company, and the Company shall pay
the same or bond and assume the defense thereof, with full power to
contest litigate, compromise or settle the same in its sole
discretion.
(b) The Company shall at all times protect and hold the Issuer, its
members, officers and employees, its agents and attorneys, the Tender
Agent, the Indexing Agent and the Remarketing Agent harmless against
any claim or liability arising from the Contract, the Indenture, the
Bond Resolution, the issuance of the Bonds and all transactions
pertaining thereto, including but not limited to, any loss or damage
to property or any injury to or death of any person that may be
occasioned by any cause whatsoever pertaining to the Project or to the
use thereof, in excess of any insurance proceeds available to the
Issuer in connection therewith, such indemnification to include
reasonable expenses and attorneys fees incurred by the Issuer, its
members, officers and employees, and its agents and attorneys, the
Tender Agent, the Indexing Agent and the Remarketing Agent in
connection therewith. Nothing contained herein shall require the
Company to indemnify the Issuer for any claim or liability resulting
from the willfully wrongful acts or gross negligence of the Issuer,
its members, officers and employees or its agents and attorneys or the
Tender Agent, the Indexing Agent or the Remarketing Agent.
ARTICLE VIII
ASSIGNMENT, LEASING AND SALE
SECTION 8.1. Assignment, Leasing and Sale by the Company. This
Contract may be assigned,and the Project may be leased or sold as a
whole or in part, by the Company without the necessity of obtaining
the consent of either the Issuer or the Trustee, subject however,
except as provided in Section 7.3 hereof, to each of the following
conditions:
(a) no assignment, lease or sale shall relieve the Company from
liability for any of its obligations hereunder, and in the event of
any such assignment, lease or sale the Company shall continue to
remain primarily liable for the payments required to be made pursuant
to Section 5.1 hereof and for the performance and observance of the
other agreements on its part herein contained;
(b) the assignee, lessee or buyer shall assume the obligations of the
Company hereunder to the extent of the interest assigned, leased or
sold, except the Company's obligations under Sections 5.1, 5.3 and
10.3 hereof; and
(c) the Company shall, not later than 10 days prior to the delivery
thereof, furnish or cause to be furnished to the Issuer and to the
Trustee a true and complete copy of the form of each such proposed
assignment, lease or conveyance, as the case may be.
SECTION 8.2. Assignment Of Contract Rights by the Issuer. The Company
hereby consents to the pledge and assignment by the Issuer to the
Trustee of (i) all of its rights under this Contract(except its rights
under Sections 5.1(c) and 9.4 hereof to payment of certain costs and
expenses and under Section 7.4 hereof to indemnification) to the
Trustee under the Indenture for the benefit of the holders from time
to time of the Bonds as security for payment of the principal of and
premium, if any,and interest on the Bonds, (ii) its subordinated
security interest in the Collateral and (iii) any interest it may have
in the First Mortgage Bonds, if any, as additional security for the
payment of the principal of and premium, if any, and interest on the
Bonds. The Company hereby agrees that by virtue of such pledge and
assignment the Trustee may enjoy and enforce all such rights of the
Issuer hereunder and that, as to the Trustee, its obligation to make
payments of Purchase Price installments shall be absolute and shall
not be subject to any defense or any right of set-off counterclaim or
recoupment arising out of any breach by the Issuer or the Trustee of
any obligation to the Company, whether hereunder or otherwise, or out
of any indebtedness or liability at anytime owing to the Company by
the Issuer or the Trustee.
The Issuer agrees that, except for such pledge and assignment, it will
not pledge, assign, mortgage,encumber, convey or otherwise transfer
any of its interests or rights under this Contract provided however,
that if the laws of the State of Florida at the time shall so permit,
nothing contained in this Section shall prevent the consolidation of
the Issuer with, or merger of the Issuer into any public corporation
the property and income of which are not subject to taxation and
provided, further, that upon any such consolidation, merger or
transfer, the due and punctual payment of the principal of,premium, if
any and interest on the Bonds according to their tenor, and the due
and punctual performance and observance of all the agreements and
conditions of this Contract to be kept and performed by the Issuer,
shall be expressly assumed in writing by the corporation resulting
from such consolidation or surviving such merger.
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
SECTION 9.1. Events or Default Defined. The following shall be "events
of default" under this Contract, and the terms "event of default" and
"default" shall mean, whenever they are used in this Contract, any one
or more of the following events:
(a) Failure by the Company to pay or cause to be paid when due the
Purchase Price Installments on the dates, in the amounts and in the
manner required by Section 5.1(a) hereof, which failure shall have
resulted in an event of default under subsection (a) or (b) of Section
801 of the Indenture.
(b) Failure by the Company to observe or to perform any covenant,
condition, representation or agreement in this Contract on its part to
be observed or performed other than as referred to in clause (a) of
this Section, for a period of 90 days after written notice, specifying
such failure and requesting that it be remedied, has been given to the
Company by the Issuer or the Trustee, which may give such notice in
its discretion and shall give such notice at the written request of
the holders of not less than a majority in principal amount of the
Bonds then outstanding, unless the Issuer and the Trustee, or the
Trustee and the holders of a principal amount of Bonds not less than
the principal amount of Bonds the holders of which requested such
notice as the case may be agree in writing to an extension of such
period prior to its expiration; provided, however, that the Issuer and
the Trustee, or the Issuer, the Trustee and the holders of such
principal amount of Bonds, as the case may be, shall be deemed to have
agreed to an extension of such period if, in the opinion of the
Trustee, which may be based on an opinion of counsel (including
counsel to the Company), corrective action has been instituted by the
Company within the applicable period and is being diligently pursued.
(c) The entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of the Company in an
involuntary case under the federal bankruptcy laws, as now or
hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee or sequestrator (or similar
official) of the Company or for any substantial part of its property,
or ordering the winding-up or liquidation of its affairs and the
continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days.
(d) The commencement by the Company of a voluntary case under the
federal bankruptcy laws, as now constituted or hereafter amended, or
any other applicable federal or state bankruptcy, insolvency or other
similar law, or the Consent by it to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian or
sequestrator (or other similar official) of the Company or for any
substantial part of its property, or the making by it of any
assignment for the benefit of creditors or the taking of corporate
action by the Company in furtherance of any of the foregoing.
(e)First Mortgage Bonds have been delivered in connection with any
series of Bonds, and a "default" as defined in Section 12.01 of the
First Mortgage shall have occurred and be continuing.
The provisions of subsection (b) of this Section are subject to the
following limitations: if by reason of force majeure the Company is
unable as a whole or in part to carry out its agreements herein
contained, other then the obligations on the part of the Company
contained in Article V and Sections 7.3., 7.4 and 9.4 hereof, the
Company shall not be deemed in default during the continuance of such
inability. The term "force majeure" as used herein shall mean the
following: acts of God; strikes,lockouts or other industrial
disturbances; acts of public enemies; orders of any kind of the
government of he United States or of the State of Florida or any of
their departments, agencies or officials or any political subdivision
thereof, or any civil or military authority insurrections; riots:
epidemics; land-slides; lightning; earthquake; fire; hurricanes;
storms; floods; washouts; droughts; arrests; restraint of government
and people; civil disturbances; explosions; breakage or accident to
machinery; partial or entire failure of utilities; or any other cause
or event not reasonably within the control of the Company. The
Company agrees, however, to use its best efforts to remedy with all
reasonable dispatch the cause or causes preventing the Company from
carrying out its agreements; provided, that the settlement of strikes,
lockouts and other industrial disturbances shall be entirely within
the discretion of the Company, and the Company shall not be required
to make settlement of strikes, lockouts and other industrial
disturbances by acceding to the demands of the opposing party or
parties when such course is in the judgment of the Company unfavorable
to the Company.
SECTION 9.2. Remedies on Default. Upon the occurrence and continuance
of an event of default specified in Section 9.1 hereof, and further
upon the condition that all Bonds outstanding under the Indenture
shall have become immediately due and payable, the Purchase Price
Installments shall, without further action, become immediately due and
payable.
Any waiver of an event of default under the Indenture and a rescission
and annulment of its consequences shall constitute a waiver of the
corresponding event of default under this Contract and a rescission
and annulment of the consequences thereof.
Upon the occurrence and continuance of any event of default the Issuer
may take whatever action at law or in equity may appear necessary or
desirable to collect the Purchase Price Installments then due and
thereafter to become due or to enforce performance and observance of
any obligation, agreement or covenant of the Company under this
Contract.
Except as provided in Section 507 of the Indenture, any amounts
collected pursuant to action taken under this Section 9.2 shall be
paid into the Bond Fund and applied in accordance with the provisions
of the Indenture or, if the Bonds have been fully paid (or deemed to
have been paid pursuant to and in accordance with the provisions of
Article XIII of the Indenture), to the Company.
In the enforcement of the remedies provided in this Section, the
Issuer may treat all expenses of enforcement, including, without
limitation, reasonable legal, accounting and advertising expenses and
Trustee's fees and expenses, as amounts then due and owing under
Section 5.1 (c) hereof.
SECTION 9.3. No Remedy Exclusive. No remedy herein conferred upon or
reserved to the Issuer is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given under
this Contract or now or hereafter existing at law or in equity or by
statute. No delay or omission to exercise any right or power accruing
upon any default shall impair any such right or power or shall be
construed to be a waiver thereof, but any such right and power may be
exercised from time to time and as often as may be deemed expedient.
SECTION 9.4. Agreement to Pay Attorneys' Fees and Expenses. In the
event the Company should default under any of the provisions of this
Contract, or the First Mortgage if any First Mortgage Bonds shall have
been delivered to the Trustee and the Issuer should employ attorneys
or incur other expenses for the collection of the Purchase Price
Installments or the enforcement of performance or observance of any
obligation or agreement of the Company herein or therein contained,
the Company agrees that it will on demand therefor pay to the Issuer
the reasonable fees of such attorneys and such other reasonable
expenses so incurred by the Issuer.
SECTION 9.5. No Additional Waiver Implied by One Waiver. In the
event any agreement contained in this Contract should be breached by
either party and thereafter waived by the other party, such waiver
shall be limited to the particular breach so waived and shall not be
deemed to waive any other breach hereunder.
ARTICLE X
PREPAYMENT; PURCHASE OF BONDS
SECTION 10.1. Right to Prepay Purchase Price of Project, (a) The
Company shall have, and is hereby granted, the option to prepay so
much of the unpaid balance of the purchase price of the Project,
together with interest accrued thereon, as may be required to redeem,
pursuant to Section 301 (b) of the Indenture, all Series 1984 Bonds
then outstanding, if:
(i) in the opinion of the Company, the continued
construction or operation by the Company of the Unit is
impracticable, uneconomical or undesirable due to (A) the
imposition of taxes or other liabilities or burdens not being
imposed as of the date of the Series 1984 Bonds, (B) changes in
technology or in the economic availability of raw materials or
operating supplies or equipment or (C) destruction of or damage
to all or a substantial portion of the Unit; or
(ii) all or substantially all of the Unit shall have been
condemned or taken by eminent domain; or
(iii) the construction or operation by the Company of the
Unit shall have been enjoined and the Company shall have been
prevented from carrying on construction or normal operations at
the Unit for a period of 6 months or more; or
(iv) in the event the Series 2014 First Mortgage Bonds have
been issued, all or substantially all the mortgaged and pledged
property constituting bondable property which at the time shall
be subject to the lien of the First Mortgage as a first lien
shall be released from the lien of the First Mortgage pursuant to
the provisions thereof, and available moneys in the hands of the
trustee or trustees at the time serving as such under the First
Mortgage, including any moneys deposited by the Company available
for the purpose, are sufficient to redeem all the first mortgage
bonds of all series at the redemption prices (together with
accrued interest to the date of redemption) specified therein
applicable to the redemption thereof upon the happening of such
event.
For purposes of clause (i) of this substation (a) of Section 10.1, the
"opinion of the Company" shall be expressed to the Issuer and the
Trustee by delivery of a certified copy of a resolution of the Board
of Directors of the Company or the Executive Committee thereof stating
that it is the opinion of said Board of Directors or Executive
Committee that the circumstances, situations or conditions described
in subclause (A), (B) or (C) of such clause (i) exist to the extent
required for the Company to exercise the option provided.
(b) The Company shall have, and is hereby granted, the option to
prepay all or any portion of the unpaid balance of the purchase price
of the Project, together with interest thereon, at any time by taking,
or causing the Issuer to take, the actions required and permitted by
the Indenture (i) to discharge the lien thereof through the
redemption, or provision for payment or redemption, of all Bonds then
outstanding, as provided in Article XIII of the Indenture or (ii) to
effect the redemption, or provision for payment or redemption, of less
than all Bonds then outstanding.
SECTION 10.2. Procedure for Optional Prepayments. To exercise an
option granted in Section 10.1 hereof, the Company shall give written
notice to the Issuer and the Trustee which shall designate therein the
principal amount, series and maturities of the Bonds to be redeemed,
or for the payment or redemption of which provision is to be made,
and, in the case of redemption or provision for redemption, shall
specify (a) the date of redemption, which shall not be less than 45
days from the date the notice is mailed and (b) the applicable
redemption provision of the Indenture.
SECTION 10.3. Special Mandatory Prepayments of Purchase Price. (a)
Unless the Company shall obtain and deliver to the Issuer and the
Trustee, on or before January 16. 1985, an opinion of Bond Counsel
(the "substitute Bond Counsel opinion") that shall restate (but be
dated the same date as) the opinion of Bond Counsel delivered on the
date of issuance of the Series 1984 Bonds the "initial Bond Counsel
opinion") but omit the qualification relating to the exemption of the
interest on the Series 1984 Bonds from Federal income taxes and
referring to pending Congressional legislation, as set forth in the
last paragraph of the initial Bond Counsel opinion, and omit
references thereto in such opinion, the Company shall prepay, on or
before January 31, 1985, so much of the unpaid balance of the purchase
price of the Project as shall be required to provide for the
redemption of all or a potion of the Series 1984 Bonds in accordance
with the provisions of Section 301(d)(i) of the Indenture, on the date
selected for redemptions, at a redemption price of 100% of the
principal amount thereof, plus interest accrued to the redemption
date, and without premium. If the Company shall obtain a substitute
Bond Counsel opinion on or before January 16, 1985, whether or not in
connection with the conversion of the interest rate on the Series 1984
Bonds to a fixed rate, then and thereafter the requirements of the
foregoing sentence shall be deemed to have been satisfied and the
Series 1984 Bonds shall not be subject to redemption pursuant to this
subsection (a) of Section 10.3. In the event the Company is required
to make a prepayment of the purchase price of the Project pursuant to
this subsection (a) of Section 103, the Company shall give notice to
the Issuer and the Trustee of the date selected for redemption, such
redemption date to be not earlier than five days after the date of
such notice.
(b) If, as a result of the failure of the Company to observe any
covenant, agreement or representation in this Contract, a court of
competent jurisdiction or an administrative agency finally determines
(such determination not to be considered final unless the Company has
been given written notice and, if it so desires, has been afforded an
opportunity, at the Company's expense, to contest,either directly or
in the name of any holder of a Series 1984 Bond, any such
determination or until the conclusion of any appellate review if
sought by the Company) that the interest payable on any Series 1984
Bond is includible for Federal income tax purposes in the gross
income, as defined in Section 6.1 of the Code of any holder of a
Series 1984 Bond (other than a "substantial user" of the Project of a
"related person", as defined in the Code), the Company shall, within
180 days of the time of such final determination, prepay so much of
the unpaid balance of the purchase price of the Project as shall be
required to provide for the redemption of all or any portion of the
Series 1984 Bonds in accordance with the provisions of Section
301(d)(ii), of the Indenture, on the date selected for redemption at a
redemption price of 100% of the principal amount thereof, plus
interest accrued to the redemption date, but without premium. The
Company will give notice to the Issuer and the Trustee in writing of
the date selected for redemption not later than 90 days after the date
of such final determination, such redemption date to be not more than
90 days after the date of such written notice.
SECTION 10.4. Action to be Taken by Issuer. Upon receipt of a notice
pursuant to Section 10.2 or 10.3 hereof, the Issuer shall forthwith
take or cause to be taken all actions required under the Indenture to
effect the redemption, or provision for payment or redemption, of
Bonds in accordance with the provisions of the Indenture.
SECTION 10.5. Purchase of Bonds. The Company may at any time, and
from time to time, direct the Trustee by written notice to apply any
moneys remaining in the Bond Fund after payment of the principal of
and premium, if any, and interest on all the Bonds then due, together
with any additional moneys furnished to the Trustee for this purpose,
to the purchase of Bonds in the open market.
Series 1984 Bonds purchased by the Company from moneys transferred to
the Bond Fund from the Construction Fund pursuant to Section 406 of
the Indenture shall be delivered to the Trustee for cancellation in
accordance with the Indenture.
SECTION 10.6. Relative Position of Contract and Indenture. The
rights and options granted to, and the obligations of, the Company set
forth in this Article shall be and remain prior and superior to the
rights of the Trustee under the Indenture and may be exercised or
shall be fulfilled, as the case may be, whether or not the Company is
in default hereunder, provided that such default will not result in
nonfulfillment of any condition to the exercise of any such right or
option.
SECTION 10.7. Mandatory Purchase by the Company of the Series 1984
Bonds at the Election of the Registered Owners. (a) Except as provided
in Section 10.8 hereof, the Company hereby agrees to purchase on the
first day of each Interest Rate Period (except the first Interest Rate
Period) all of the Series 1984 Bonds or portions thereof properly
tendered to the Tender Agent for purchase in accordance with Section
306 of the Indenture, at a price equal to 100% of the principal amount
thereof; provided, however, that if and to the extent the Remarketing
Agent sells all or a portion of the Series 1984 Bonds so tendered for
purchase, the Company shall be deemed to have satisfied its obligation
to purchase the Series 1984 Bonds so tendered for purchase and resold
as described in this subsection (a) of Section 10.7.
(b) To comply with the requirements of subsection (a) of this Section
10.7, the Company shall deposit with the Tender Agent in immediately
available funds an amount that, together with the proceeds received by
the Remarketing Agent from the sale of all or a portion of the Series
1984 Bonds tendered purchase, will be sufficient to cause the Tender
Agent to purchase on behalf of the Company all of the Series 1984
Bonds tendered for purchase.
(c) On or before the date on which Series 1984 Bonds are to be
purchased pursuant to tenders made in accordance with Section 306 of
the Indenture, the Company shall obtain from the Remarketing Agent and
deliver to the Tender Agent, the Issuer and the Trustee a certificate
setting forth the numbers and principal amounts of all Series 1984
Bonds sold by the Remarketing Agent and the price or prices at which
such Series 1984 Bonds were purchased or sold.
SECTION 10.8. Option to Terminate the Company's Obligation to Purchase
the Series 1984 Bonds; Automatic Termination of the Company's
Obligation to Purchase the Series 1984 Bonds. (a) The Company may
elect to terminate its obligation under Section 10.7 hereof to
purchase all of the Series 1984 Bonds tendered for purchase by
delivering to the Trustee, the Issuer, the Tender Agent and the
Remarketing Agent on or before December 26 if the Fixed Rate Date is
to be after January 1, 1985 and on the 26th day of the second month
preceding the Fixed Rate Date if the Fixed Rate Date is to be on or
before January 1, 1985, written notice of its intention so to do,
together with a written opinion of Bond Counsel to the effect that the
termination of such obligation will not cause the interest on the
Series 1984 Bonds or any thereof to become subject to Federal income
tax. Upon receipt by the Trustee of notice from the Company of its
election to terminate its obligation to purchase such Series 1984
Bonds, the Trustee will give notice on January 1 (or on the 1st day of
the month immediately preceding the Fixed Rate Date if the Fixed Rate
Date is to be on or before January 1,1985) to the registered owners of
Series 1984 Bonds of such series that beginning in the next Interest
Rate Period and for each Interest Rate Period thereafter, such Series
1984 Bonds will bear interest at the rate determined in accordance
with Section 208(c)(ii) of the Indenture. After the Fixed Rate Date,
the Series 1984 Bonds shall bear interest at such rate, and the
Company shall no longer have any obligation pursuant to Section 10.7
to purchase Series 1984 Bonds tendered for purchase.
(b) In the event that prior to the Fixed Rate Date, the Fixed Rate
Index on November 26 and December 26 in 1985 or any year thereafter is
5% or lower, the obligation of the Company to purchase all of the
Series 1984 Bonds tendered for purchase on February 1 of any year
after the year in which the Fixed Rate Index reached 5% or lower shall
terminate.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1. Notices. All notices, certificates or other
communications hereunder shall be sufficiently given and shall be
deemed given on the fifth day following the day on which the same have
been mailed by registered mail, postage prepaid, addressed as follows:
if to the Issuer, to Hillsborough County Industrial Development
Authority, c/o Cason & Henderson, Post Office Box 2150, Tampa, Florida
33601, Attention: Warren M. Cason, Esq.; if to the Company, to Tampa
Electric Company, Post Office Box 111. Tampa, Florida 33601,
Attention: Corporate Secretary; if to the Trustee, to NCNB National
Bank of Florida, Post Office Box 1469, Tampa, Florida 33601,
Attention: Corporate Securities Services and if to the Tender Agent,
to The Chase Manhattan Bank, NA., 1 New York Plaza, New York, New York
10081, Attention: Corporate Bond Redemption Department; if to the
Remarketing Agent, to Kidder Peabody & Co. Incorporated, 10 Hanover
Square, New York, N. Y.10006, Attention: Public Finance, Corporate
Services Group. A duplicate copy of each notice, certificate or other
communication given hereunder by either the Issuer or the Company to
the other shall also be given to the Trustee. The Issuer, the Company,
the Trustee, the Tender Agent and the Remarketing Agent may, by notice
given hereunder, designate any further or different addresses to which
subsequent notices, certificates or other communications shall be
sent.
SECTION 11.2 Binding Effect. This Contract shall inure to the benefit
of and shall be binding upon the Issuer, the Company and their
respective successors and assigns, subject, however, to the
limitations contained in this Contract and particularly in Sections
7.3, 8.1 and 8.2 hereof.
SECTION 11.3. Severability and Effect of Invalidity. In the event any
provision of this Contract shall be held invalid or unenforceable by
any court of competent jurisdiction, such holding shall not invalidate
or render unenforceable any other provision hereof. In the event any
covenant, stipulation, obligation or agreement contained in this
Contract shall for any reason be held to be in violation of law,then
such covenant stipulation, obligation or agreement of the Issuer or
the Company, as the case maybe, shall be enforced to the full extent
permitted by law.
SECTION 11.4. Termination. This Contract shall remain in full force
and effect from the date hereof until all of the Bonds shall have been
paid or be deemed to have been paid in accordance with Article XIII of
the Indenture and the fees, charges, expenses and costs of the
Trustee, any paying agent, the Tender Agent, Indexing Agent and
Remarketing Agent and the Issuer and all other amounts payable by the
Company under the Indenture and this Contract shall have been paid.
After such payment or provision for payment has been made, any amounts
remaining in the Bond Fund and the Construction Fund shall belong to
and be paid to the Company, as provided in Article XIII of the
Indenture.
SECTION 11.5. If Payment or Performance Date a Legal Holiday. If the
date for making any payment, or the last date for performance of any
act or the exercising of any right, as provided in this Contract,
shall be a legal holiday or a day on which banking institutions in the
City of Tampa, Florida or New York, New York are authorized by law to
remain closed, such payment may be made or act performed or right
exercised on the next succeeding day not a legal holiday or not a day
on which such banking institutions are authorized by law to remain
closed, with the same force and effect as if done on the nominal date
provided in this Contract, and no interest shall accrue for the period
after such nominal date.
SECTION 11.6. Appointments of Successor Remarketing Agent, Successor
Indexing Agent and Successor Tender Agent. (a) In the event of the
resignation or the removal by the Company of the Remarketing Agent,
the Company shall appoint another investment banking firm or firms to
serve as Remarketing Agent and shall deliver to the Trustee and the
Tender Agent a certificate setting forth the name and address of such
successor Remarketing Agent.
(b) In the event the position of the Indexing Agent becomes vacant for
any reason and the Issuer fails to appoint a successor Indexing Agent
within 60 days, the Company shall appoint another nationally
recognized, municipal bond securities evaluation service satisfactory
to the Remarketing Agent and shall deliver to the Trustee and the
Tender Agent a certificate setting forth the name and address of such
successor Indexing Agent.
(c) In the event the position of Tender Agent becomes vacant for any
reason and the Issuer fails to appoint a successor Tender Agent within
60 days, the Company shall appoint another bank or trust company
satisfactory to the Remarketing Agent and the Trustee and shall
deliver to the Remarketing Agent and the Trustee a certificate setting
forth the name and address of such successor Tender Agent.
SECTION 11.7. Company and Issuer May Rely on Authorized
Representatives. Whenever under the provisions of this Contract the
approval of the Company is required or the Issuer or the Trustee is
required to take some action at the request of the Company, such
approval shall be given or such request shall be made by an Authorized
Company Representative unless otherwise specified in this Contract,
and the Issuer and the Trustee shall be authorized to act on any such
approval or request and the Company shall have no complaint or
recourse against the Issuer or the Trustee as a result of any such
action taken. Whenever under the provisions of this Contract the
approval of the Issuer is required or the Company or the Trustee is
required to take some action at the request of the Issuer, such
approval shall be given or such request shall be made by an Authorized
Issuer Representative unless otherwise specified in this Contract, and
the Company and the Trustee shall be authorized to act on any such
approval or request and the Issuer shall have no complaint or recourse
against the Company or the Trustee as a result of any such action
taken; provided, however, that this Section 11.7 shall not be
construed as requiring an Authorized Issuer Representative to give
such approval or make such request when, in the opinion of either
counsel for the Issuer or Bond Counsel, approval for such action of an
Authorized Issuer Representative is required by the Issuer.
SECTION 11.8. Amendment of Contract. This Contract may be modified,
supplemented and amended only as provided in the Indenture.
SECTION 11.9. Other Instruments. (a) The Company covenants that it
will cause an opinion of counsel, who shall be acceptable to the
Trustee, to be filed with the Issuer and the Trustee not more than 120
days or less than 30 days before the fifth anniversary date of the
original issuance of Series 1984 Bonds, and during the same period in
each fifth year thereafter for so long as the Bonds shall be
outstanding, to the effect that all financing statements, continuation
statements, notices and other instruments required by applicable law
have been recorded or filed or re-recorded or refiled in such manner
and in such places required by law in order fully to preserve and
protect the rights of the holders of the Bonds and the Trustee in the
amounts payable to or for the account of the Issuer under this
Contract as against creditors of, or purchasers for value from, the
Issuer or the Company. The Company and the Issuer shall execute and
deliver all instruments and shall furnish all information and evidence
deemed necessary or advisable by such counsel in order to enable it to
render such opinion.
(b) The Company shall file and refile and record and re-record or
cause to be filed and refiled and recorded and re-recorded all
instruments and financing statements required to be filed and refiled
and recorded and rerecorded and shall continue or cause to be
continued the liens of such instruments for so long as the Bonds shall
be outstanding.
SECTION 11.10. Net Contract. This Contract shall be deemed and
construed to be a "net contract", and the Company shall pay absolutely
net the amounts required to be paid pursuant to Section 5.1 hereof and
all other payments required hereunder, free of any deductions, without
abatement, diminution or set-off other than as expressly provided.
SECTION 11.11. Execution of Counterparts. This Contract may be
simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same
instrument.
SECTION 11.12. Applicable Law. This Contract shall be governed by and
construed in accordance with the laws of the State of Florida.
IN WITNESS WHEREOF the Issuer and the Company have caused this
Contract to be executed in their respective names by their duly
authorized officers and their respective seals to be hereunto affixed
and attested by their duly authorized officers for and on their
behalves, all as of the date first above written .
HILLSBOROUGH COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY
OFFICIAL SEAL
By /s/ Samuel I. Latimer
Chairman of the Hillsborough County
Attest: Industrial Development Authority
/s/ Sylvia Corral Vega
Secretary
Approved by General Counsel to the
Hillsborough County Industrial
Development Authority as to Form and
Legal Sufficiency:
/s/ Thomas K. Morrison
Tampa Electric Company
By /s/ J. K. Taggart
Senior Vice President-Finance
CORPORATE SEAL
Attest:
/s/ J. E. Sproull
Secretary
STATE OF FLORIDA }
COUNTY OF HILLSBOROUGH } ss.:
The foregoing instrument was acknowledged before me this 27th day
of January, 1984, by SAMUEL I. LATIMER, Chairman of the Hillsborough
County Industrial Development Authority.
/s/ SANDRA R. HAYDEN
Notary Public
My commission expires:
Notary Public, State of Florida at Large
My Commission Expires July 12, 1984
Bonded Thru Troy Fain Insurance, Inc.
[NOTARIAL SEAL]
STATE OF FLORIDA }
COUNTY OF HILLSBOROUGH } ss.:
The foregoing instrument was acknowledged before me this 27th day
of January, 1984, by SYLVIA C. VEGA, Secretary of the Hillsborough
County Industrial Development Authority.
/s/ SANDRA R. HAYDEN
Notary Public
My commission expires:
Notary Public, State of Florida at Large
My Commission Expires July 12, 1984
Bonded Thru Troy Fain Insurance, Inc.
[NOTARIAL SEAL]
STATE OF NEW YORK }
COUNTY OF NEW YORK } ss.:
On the 31st day of January, 1984, before me personally came J.
K. TAGGART, to me known, who being by me duly sworn, did depose and
say that he resides at 4510 Bay to Bay Boulevard, Tampa, Florida; that
he is a Senior Vice President of Tampa Electric Company, the
corporation described in and which executed the above instrument; that
he knows the seal thereof; that the seal affixed to said instrument is
the corporate seal of said corporation; that it was so affixed by
authority of said corporation and that he signed his name thereto by
authority of said corporation.
/s/ CONNIE L. KLUEVER
Notary Public
My commission expires:
CONNIE L. KLUEVER
Notary Public, State of New York
No. 60-2151690
Qualified in Westchester County
Certificate filed in New York County
Commission Expires March 30, 1985
[NOTARIAL SEAL]
STATE OF NEW YORK }
COUNTY OF NEW YORK } ss.:
On the 31st day of January, 1984, before me personally came J.
E. SPROULL, to me known, who being by me duly sworn, did depose and
say that he resides at 2413 Bayshore Boulevard, Tampa, Florida; that
he is the Secretary of Tampa Electric Company, the corporation
described in and which executed the above instrument; that he knows
the seal thereof; that the seal affixed to said instrument is the
corporate seal of said corporation; that it was so affixed by
authority of said corporation and that he signed his name thereto by
authority of said corporation.
/s/ CONNIE L. KLUEVER
Notary Public
My commission expires:
CONNIE L. KLUEVER
Notary Public, State of New York
No. 60-2151690
Qualified in Westchester County
Certificate filed in New York County
Commission Expires March 30, 1985
[NOTARIAL SEAL]
EXHIBIT A
DESCRIPTION OF THE PROJECT
The Project referred to in the Installment Purchase Contract to
which this Exhibit A is attached consists of certain pollution control
facilities to be acquired, constructed and installed at Unit No.4 of
the Big Bend Station of Tampa Electric Company in Hillsborough County,
Florida, more particularly described as follows:
A. Electrostatic Precipitator
Particulate control for Big Bend Unit No. 4 will be
accomplished by the use of a rigid frame electrostatic
precipitator. The precipitator is designed for a 99.7+%
particulate removal efficiency and includes the following
associated equipment: ductwork and breaching, structural
steel, foundations, pilings, hoppers/hopper heat tracing and
electrical power and control devices.
1. Precipitator Flyash Storage Silo
This silo is a cylindrical tank supported by structural
steel columns. The associated equipment includes bag
filter, vent controls, weigh scale, pumps, supporting
structural steel, foundations and piling.
2. Storage Ponds
Earthen storage ponds with dikes to a maximum elevation
of 35 feet will be provided for the storage of flyash
in the event flyash cannot be marketed. These ponds
will be lined to protect the ground water systems from
leachate.
3. Piping
This item consists of the necessary piping, pumps and
controls to convey the precipitator flyash from the
precipitator hoppers by way of a dry vacuum system to
the flyash silo. From dry flyash silo, flyash is
transported wet by way of piping to the above noted
flyash storage ponds.
B. Bottom Ash Removal
1. Hoppers
Steel hoppers collect ash which falls out the bottom of
the pulverized fuel furnace. Included with the bottom ash
hopper are the necessary structural steel supports,
foundations, pilings, and associated electrical controls.
2. Ponds
Bottom ash storage ponds are provided for storage of
the collected bottom ash. The initial or primary settling
pond receives the water from the ash hoppers. This water is
then decanted and recycled to the plant for reuse. After
the primary ponds are filled, they will be hydraulically
dredged to a more permanent long term storage pond. The
primary decanting or settling receiving ponds will be lined;
the larger more permanent bottom ash storage pond will be
unlined.
3. Piping
This item includes the necessary piping to sluice the
bottom ash slurry from the hoppers to the bottom ash
receiving ponds. Also included are the piping and pumps
required to return the water to the plant for reuse in this
ash system.
D. Flue Gas Desulfurization System (FGD System)
1. Description of System
The type of FGD System selected for Big Bend Unit No.4
is a two stage forced oxidation limestone regenerable system
designed to have an efficiency between eighty-five to ninety
percent (85%-90%). The FGD System consists of three (3)
modules with one (1) spare. The modules will consist of
booster fans, quenchers, absorbers, absorber feed tank,
associated piping and pumps. Reheat fans and a reheater are
provided to reheat the exiting gas flow from the FGD System
to provide the necessary buoyancy and drying requirements
for the exiting stack gas.
2. Limestone Preparation
Included with the FGD System are the raw limestone
facilities required for receiving, unload, grinding,
preparation, and transfer of limestone to the FGD System
proper. The limestone unloading and handling system
includes all necessary controls, structural supports,
foundations and piling required.
3. FGD Waste Handling
Another major portion of the FGD System is the waste
handling facility. This system includes a building which
houses the necessary dewatering, separation, treatment
equipment and is for processing the gypsum waste from the
FGD System, plus transfer facilities for moving the gypsum
from the waste handling building to the on-site storage
area. This area includes a stacking system and the
necessary ponding and containment ditches for the gypsum
pile runoff.
E. Liquid Waste Treatment
The waste treatment system for Big Bend Unit No. 4 will
be an extension of the existing waste treatment systems for
Big Bend Units No. 1, 2 and 3. The floor drains are
collected and transferred to a common reinforced concrete
transfer sump with all necessary pumping and piping and then
transported to an existing settling pond before return to
the plant for use as recycle water for equipment wash down.
F. Fine Mesh Screens
Fine mesh traveling water screens and associated
equipment will be installed in the circulating water system
to remove small marine organisms from the circulating water
system. The caught organisms will be collected with a low
pressure screenwash and returned via a flume to Tampa Bay.
G. Sanitary Waste Streams
Additional sanitary water treatment capacity will be
installed with Unit No. 4. The discharge from this system
will be piped to the waste water transfer sump described
above.
H. Coal Pile Runoff System Modifications
The existing coal pile runoff collection system will be
modified so as to collect the runoff from the extended and
modified coal handling and blending system. The collected
runoff water will be monitored prior to returning this water
to the bay.
I. Dust Suppression Equipment
Dust suppression equipment will be provided at all
major transfer points in the newly installed coal handling
and blending system. This suppression system will also be
included in the tripper room over the top of the blending
bins.