FORWARD DELIVERY BOND PURCHASE CONTRACT, Utility System Refunding Revenue Bonds, Series 2015

Transcription

1 FORWARD DELIVERY BOND PURCHASE CONTRACT, 2014 Peace River Manasota Regional Water Supply Authority Board of Directors c/o Patrick J. Lehman 9415 Town Center Parkway Lakewood Ranch, Florida Re: $ Peace River Manasota Regional Water Supply Authority Utility System Refunding Revenue Bonds, Series 2015 Ladies and Gentlemen: Citigroup Global Markets Inc. (the "Representative"), acting on behalf of itself and Raymond James & Associates, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Fifth Third Securities, Inc. (collectively, the "Underwriters"), offers to enter into this Forward Delivery Bond Purchase Contract (the "Forward Delivery Contract") with the Peace River/Manasota Regional Water Supply Authority, doing business as the Peace River Manasota Regional Water Supply Authority (the "Authority"), which, upon the Authority s acceptance of this offer, will be binding upon the Authority and upon the Underwriters. This offer is made subject to the Authority s written acceptance hereof by execution of this Forward Delivery Bond Purchase Contract and its delivery to the Underwriters on or before 5:00 p.m., New York time, on the date first written above, and, if not so accepted, will be subject to withdrawal by the Underwriters upon notice delivered to the Authority at any time prior to the acceptance hereof by the Authority. Upon acceptance hereof, evidenced by the signature of a duly authorized officer of the Authority in the space provided below, this Forward Delivery Contract shall be in full force and effect in accordance with its terms and shall be binding upon the Authority and the Underwriters. Any authority, discretion or other power conferred upon the Underwriters by this Forward Delivery Contract may be exercised by the Representative alone. Capitalized terms used in this Forward Delivery Contract and not otherwise defined herein shall have the meanings given to such terms in the Bond Resolution (defined below). Section 1. DEFINITIONS. As used in this Forward Delivery Contract, the following terms shall have the indicated meanings: "Change of Law" shall mean any of the following, which occur at any time after the Preliminary Closing Date and on or prior to the Settlement Date: (i) any change in or addition to applicable federal or state law, whether statutory or as interpreted by the courts, including any changes in or new rules, regulations or other pronouncements or interpretations by federal or state agencies, (ii) any legislation enacted by the Congress of the United States or recommended for passage by the President of the United States (whether or not such enacted or recommended legislation has a proposed effective date which is on or before the Settlement Date), (iii) any law, rule or regulation proposed or enacted by any governmental body, department or agency (whether or not such proposed or enacted law, rule or regulation has a proposed effective date which is on or before the Settlement Date) or (iv) any judgment, ruling or order 1

2 issued by any court or administrative body, which in any such case, would, (A) as to the Underwriters, legally prohibit (or have the retroactive effect of prohibiting, if enacted, adopted, passed or finalized) their purchase of the Series 2015 Bonds as provided in the Forward Delivery Contract or their sale of the Series 2015 Bonds or beneficial ownership interests therein to the public or, (B) as to the Authority, make illegal the issuance, sale or delivery of the Series 2015 Bonds (or have the retroactive effect of making illegal such issuance, sale or delivery, if enacted, adopted, passed or finalized); (C) eliminate the exclusion from gross income of interest on the Series 2015 Bonds (or have the retroactive effect of eliminating such exclusion if enacted, adopted, passed, or finalized); or (D) require the Series 2015 Bonds to be registered under the 33 Act or under the 34 Act, or require the Bond Resolution to be qualified under the 39 Act (or have the retroactive effect of requiring such registration or qualification if enacted, passed, finalized or adopted). "Authority Continuing Disclosure Certificate" means, that certain Continuing Disclosure Certificate of the Authority, the form of which is included as Exhibit L to the Official Statement. "Charlotte Continuing Disclosure Certificate" means, that certain Continuing Disclosure Certificate of Charlotte County, Florida, the form of which is included as Exhibit L to the Official Statement. "Depository" or "DTC" means The Depository Trust Company, New York, New York, or any successor thereto, which maintains a book-entry only system for the Series 2015 Bonds. "DeSoto Continuing Disclosure Certificate" means, that certain Continuing Disclosure Certificate of DeSoto County, Florida, the form of which is included as Exhibit L to the Official Statement. "Escrow Agent" means The Bank of New York Mellon Trust Company, N.A., as escrow agent. "Escrow Agreement" means that certain Escrow Deposit Agreement, dated as of, between the Authority and the Escrow Agent. "North Port Continuing Disclosure Certificate" means, that certain Continuing Disclosure Certificate of the City of North Port, Florida, the form of which is included as Exhibit L to the Official Statement. "Rule 15c2-12" shall mean Rule 15c2-12 promulgated by the SEC pursuant to the 34 Act, as said rule shall from time to time be supplemented or amended. "Sarasota Continuing Disclosure Certificate" means, that certain Continuing Disclosure Certificate of Sarasota County, Florida, the form of which is included as Exhibit L to the Official Statement. "SEC" shall mean the United States Securities and Exchange Commission. "Series 2015 Bonds" shall mean $ aggregate principal amount of the Authority s Utility System Refunding Revenue Bonds, Series "Settlement Agreement" means that Settlement Agreement, dated as of, between the Authority and Charlotte County, Florida. 2

3 "33 Act" shall mean the federal Securities Act of 1933, as the same shall from time to time be supplemented or amended. "34 Act" shall mean the federal Securities Exchange Act of 1934, as the same shall from time to time be supplemented or amended. "39 Act" shall mean the federal Trust Indenture Act of 1939, as the same shall from time to time be supplemented or amended. Section 2. THE SERIES 2015 BONDS. The Series 2015 Bonds will be issued pursuant to the authority of and in full compliance with Chapter 373, Florida Statutes, Section , Florida Statutes, a Second Amended Interlocal Agreement creating the Peace River/Manasota Regional Water Supply Authority dated October 5, 2005 (the "Interlocal Agreement") among Charlotte County, Florida ("Charlotte County"), Sarasota County, Florida ("Sarasota County"), DeSoto County, Florida ("DeSoto County") and Manatee County, Florida and other applicable provisions of law (collectively, the "Act"), and a Utility System Revenue Bond Resolution adopted by the Board of Directors of the Authority (the "Board") on December 7, 2005, as amended and supplemented from time to time (the "Master Resolution"), and as particularly supplemented by a resolution adopted by the Board on, 2014 (collectively with the Master Resolution, the "Bond Resolution"). The Series 2015 Bonds shall be payable and subject to redemption as provided in the Bond Resolution and as set forth in Exhibit A attached hereto. The Series 2015 Bonds are payable solely from and secured by a lien upon and a pledge of (i) the Net Revenues, and (ii) until applied in accordance with the provisions of the Bond Resolution, all moneys, including investments thereof, in the funds and accounts established under the Bond Resolution, except (A) moneys in the Rebate Fund, (B) moneys in any fund or account to the extent such moneys shall be required to pay Operating and Maintenance Costs, and (C) moneys on deposit in a subaccount of the Reserve Account established by the Bond Resolution to the extent such moneys shall be pledged solely for the payment of a Series of Bonds for which it is established in accordance with the provisions of the Bond Resolution (collectively, the "Pledged Funds"), on a parity with the Authority's Utility System Revenue Bonds, Series 2005B that do not constitute Refunded Series 2005B Bonds (as such term is hereinafter defined), the Authority's Utility System Refunding Revenue Bonds, Series 2005A that are not refunded through the issuance of the Authority's Utility System Refunding Revenue Bonds, Series 2014B (the "Series 2014B Bonds"), the Authority's Utility System Revenue Bonds, Series 2010A, the Authority's Utility System Revenue Bonds, Series 2010B, the Authority's Utility System Refunding Revenue Bond, Series 2014A (the "Series 2014A Bond"), the Series 2014B Bonds, when and if issued, and any Additional Bonds issued under the Bond Resolution. Section 3. PURPOSE OF SERIES 2015 BONDS. The Series 2015 Bonds are being issued to provide funds, together with other legally available moneys of the Authority, for the principal purposes of (i) refunding the Authority's outstanding Utility System Refunding Revenue Bonds, Series 2005B maturing on and after (the "Refunded Series 2005B Bonds"), and (ii) paying costs of issuance of the Series 2015 Bonds. Section 4. PURCHASE AND SALE OF SERIES 2015 BONDS; OFFERING. (a) Upon and subject to the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Underwriters hereby agree to purchase from the 3

4 Authority, and the Authority hereby agrees to sell and deliver to or on behalf of the Underwriters, in the manner provided herein, an aggregate of $ principal amount of the Series 2015 Bonds upon the issuance thereof. The Series 2015 Bonds shall be dated the date of the hereinafter mentioned Settlement, and shall have the maturities and bear interest at the rates per annum and have the initial offering yields or be sold at the initial offering prices, all as set forth in Exhibit A hereto. (b) The purchase price for the Series 2015 Bonds shall be $ (representing the principal amount of the Series 2015 Bonds, [plus an original issue premium/discount of $ ]), less an Underwriters discount of $ (the "Underwriters Discount") (collectively, the "Purchase Price"). (c) It shall be a condition to the Authority s obligation to sell and deliver the Series 2015 Bonds to the Underwriters that the entire principal amount of the Series 2015 Bonds shall be purchased, accepted and paid for by the Underwriters at the Settlement. It shall be a condition to the Underwriters obligation to purchase, to accept delivery of and to pay for the Series 2015 Bonds that the entire principal amount of the Series 2015 Bonds shall be issued, sold and delivered by the Authority at the Settlement. (d) The Series 2015 Bonds will be offered and sold by the Underwriters with settlement to be made through the Depository s book-entry only system without physical delivery of the Series 2015 Bonds to bondholders. (e) The Underwriters agree to make a public offering of all of the Series 2015 Bonds at not in excess of the initial public offering prices or less than the yields as set forth on the inside cover page of the Official Statement (in each case, without accrued interest). If such public offering does not result in the sale of all of the Series 2015 Bonds, the Underwriters reserve the right to change such initial public offering prices or yields as the Underwriters deem necessary in connection with the marketing of the Series 2015 Bonds. (f) Delivered to the Authority herewith by the Underwriters is a disclosure statement of the Underwriters pursuant to Section , Florida Statutes, attached hereto as Exhibit B. The Authority, by its acceptance hereof, accepts such disclosure. Section 5. PRELIMINARY AND FINAL OFFICIAL STATEMENTS; AMENDMENTS AND SUPPLEMENTS THERETO. (a) The Authority hereby confirms that it has "deemed final" as of its date the Preliminary Official Statement dated, 2014 relating to the Series 2015 Bonds (the "Preliminary Official Statement") for purposes of Rule 15c2-12, except for the omission of only such material as is permitted by such Rule. (b) The Authority agrees to provide, or cause to be provided, to the Representative, within seven (7) business days after the execution of this Forward Delivery Contract by the Authority or three (3) business days prior to the Preliminary Closing Date (as defined in Section 9 hereof), whichever comes first, six (6) copies of the Official Statement (defined below) manually executed by a duly authorized officer or officers of the Authority, in sufficient quantity to permit the Underwriters to comply with Rule 15c2-12 and other applicable rules of the SEC and the Municipal Securities Rulemaking Board ("MSRB"). In addition, the Authority will provide an electronic copy of the Official Statement to the Underwriters in the currently required designated electronic format stated in MSRB Rule G-32 and the "EMMA Dataport 4

5 Manual" (meaning, the document(s) designated as such published by the MSRB from time to time setting forth the processes and procedures with respect to submissions to be made to the primary market disclosure service of the MSRB s Electronic Municipal Market Access system, or any other electronic municipal securities information access system designated by the MSRB for collecting and disseminating primary offering documents and information ("EMMA") by underwriters under Rule G-32(b)). (c) Notwithstanding any prior amendment or supplements to the Official Statement made pursuant to subsection (d) of this Section, the Authority, in cooperation with the Underwriters, shall prepare an updated Official Statement dated a date not more than 25 nor less than ten days prior to Settlement (both dates inclusive) relating to the Series 2015 Bonds (the "Updated Official Statement") which, as of such date, will be correct and complete in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Promptly following its preparation, the Authority shall furnish to the Representative six copies of the Updated Official Statement manually executed by a duly authorized officer or officers of the Authority and a sufficient number of printed, conformed copies of the Updated Official Statement to permit the Underwriters (as the Authority shall be informed by the Underwriters) to comply with Rule 15c2-12 and other applicable rules of the SEC and the MSRB as described in subsection (b) of this Section. As used herein, the term "Official Statement" shall mean (i) at any point in time during the period from the date of the Official Statement mentioned in subsection (b) of this Section to but not including the date of delivery of the Updated Official Statement to the Representative pursuant to this subsection (c), the Official Statement mentioned in subsection (b) of this Section and (ii) from and after the date of such delivery of the Updated Official Statement, the Updated Official Statement. References herein as of a specific date to the Official Statement shall mean the Official Statement applicable on such date in accordance with the preceding sentence. (d) Until the earlier of (i) ninety (90) days after the End of the Underwriting Period (as hereinafter defined) or (ii) the time when the Official Statement or Updated Official Statement, as applicable, is available to any person on EMMA, but in no case less than 25 days following the End of the Underwriting Period, each party hereto agrees that it will notify the other parties hereto if such party discovers any pre-existing or subsequent fact or becomes aware of the occurrence of any event, in any such case which might cause the Official Statement (as the same may have been theretofore supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the opinion of the Authority or the Representative, the preparation and publication of a supplement or amendment to the Official Statement is, as a result of such fact or event (or any other event which becomes known to the Authority or any Underwriter during such period), necessary so that the Official Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Authority will, at their expense, supplement or amend the Official Statement in such a manner so that the Official Statement, as so supplemented or amended, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and furnish copies of such supplement or amendment to the Underwriters in such numbers as the Underwriters may reasonably request. The Authority and the Underwriters agree that they will cooperate in the preparation of any such amendment or supplement. 5

6 (e) For purposes of this Forward Delivery Contract, the "End of the Underwriting Period" shall mean the day of the Settlement, or, if the Authority has been notified in writing by the Representative, on or prior to the date of the Settlement, that the "End of the Underwriting Period" within the meaning of Rule 15c2-12 will not occur on the date of the Settlement, such later date on which the "End of the Underwriting Period" within such meaning has in fact occurred. In the event that the Authority has been given notice pursuant to the preceding sentence that the "End of the Underwriting Period" will not occur on the date of the Settlement, the Representative agrees to notify the Authority in writing of the date it does occur as soon as practicable following the "end of the underwriting period" for all purposes of Rule 15c2-12; provided, however, that if the Representative has not otherwise so notified the Authority of the "End of the Underwriting Period" by the 30th day after the Settlement, then the "End of the Underwriting Period" shall be deemed to occur on such 30th day unless otherwise agreed to by the Authority. (f) If a change referenced in subsection (d) of this Section occurs subsequent to the Preliminary Closing Date, the Authority shall deliver to the Representative as soon as practicable thereafter, such legal opinions, certificates, instruments and documents as the Representative may reasonably request to evidence the truth and accuracy of any corrected information. Section 6. CERTAIN COVENANTS AND AGREEMENTS OF THE AUTHORITY. (a) The Authority hereby authorizes and consents to the use by the Underwriters of the Preliminary Official Statement, the Official Statement, the Updated Official Statement (including all supplements or amendments to any of such Official Statement), the Bond Resolution, the Authority Continuing Disclosure Certificate, the Escrow Agreement, and the information therein contained, in connection with the offering and sale of the Series 2015 Bonds. (b) The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Representative may reasonably request in order (i) to qualify the Series 2015 Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate and (ii) to determine the eligibility of the Series 2015 Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Series 2015 Bonds; provided, however, that the Authority shall not be required to execute a general consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction. (c) The Authority will promptly notify the Representative as soon as it becomes aware of any fact which, in its reasonable judgment, casts doubt on or questions the ability of the Authority to issue, sell and deliver the Series 2015 Bonds as provided for in this Forward Delivery Contract. (d) The Authority shall not knowingly take any action which will prevent the issuance and delivery of any of the Series 2015 Bonds on the Settlement Date. Except in the ordinary course of the Authority's business, the Authority will not, between the date of execution of this Forward Delivery Contract and the Settlement Date, sell, mortgage, lease or otherwise dispose of or encumber all or any part of the System, or permit the sale, mortgage, lease or other disposition or encumbrance thereof. 6

7 Section 7. REPRESENTATIONS, WARRANTEES AND AGREEMENTS OF THE AUTHORITY. The Authority hereby represents and warrants or agrees (as appropriate) as follows: (a) The Authority is an independent special district and a regional water supply authority duly organized and validly existing pursuant to the Constitution and laws of the State and is authorized and empowered by law to issue, sell and deliver the Series 2015 Bonds to the Underwriters as described herein; to use the moneys derived from the sale thereof as contemplated in the Preliminary Official Statement, and the Official Statement; to adopt the Bond Resolution; to accept this Forward Delivery Contract; to pledge the Pledged Funds in the manner and to the extent provided in the Bond Resolution; to execute the Authority Continuing Disclosure Certificate, the Interlocal Agreement, the Master Water Supply contract dated October 5, 2005 (the "Master Water Supply Contract"), the Interlocal Agreement dated April 1, 2009 (the "Sarasota Pipeline Agreement") with Sarasota County, the Interlocal Agreement dated June 3, 2009 with the City of North Port, Florida (the "City of North Port") (as amended, the "North Port Pipeline Agreement," and together with the Sarasota Pipeline Agreement, the "Pipeline Agreements"), the Settlement Agreement, the Official Statement and the Escrow Agreement; and to carry out and consummate all other transactions contemplated by the Official Statement and by each of the aforesaid documents, agreements and resolutions, including the refunding of the Refunded Series 2005B Bonds. (b) By official action of the Authority taken prior to or concurrently with the acceptance hereof, the Authority has duly adopted the Bond Resolution and the Bond Resolution is in full force and effect, and has not been amended, modified or rescinded; the Authority has duly authorized and approved the execution and delivery of, and the performance by the Authority of its obligations contained in the Series 2015 Bonds, the Authority Continuing Disclosure Certificate, the Interlocal Agreement, the Master Water Supply Contract, the Pipeline Agreements, the Settlement Agreement, this Forward Delivery Contract and the Escrow Agreement; and the Authority has duly authorized and approved the performance by the Authority of its obligations contained in the Bond Resolution, the Authority Continuing Disclosure Certificate, the Interlocal Agreement, the Master Water Supply Contract, the Pipeline Agreements, the Settlement Agreement and the Escrow Agreement and the consummation by it of all other transactions contemplated by the Bond Resolution, the Official Statement, the Authority Continuing Disclosure Certificate, the Escrow Agreement, the Settlement Agreement and this Forward Delivery Contract to have been performed or consummated at or prior to the Preliminary Closing Date and the Settlement, and the Authority is in compliance with the provisions of the Bond Resolution. (c) When the Series 2015 Bonds are issued and delivered to and paid for by the Underwriters in accordance with the terms of this Forward Delivery Contract, the Authority Continuing Disclosure Certificate, the Official Statement, the Escrow Agreement, and all other instruments contemplated by the issuance of the Series 2015 Bonds will have been duly and validly authorized, executed, issued and delivered and will constitute legal, valid and binding limited obligations of the Authority enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency or other laws affecting creditors' rights and remedies and to general principles of equity that lie in the discretion of the court, and the Underwriters will be entitled to the benefits of the Bond Resolution. (d) The Authority is not, and as of the date of Settlement will not be, in breach of or default under any applicable constitutional provision, law or administrative regulation of the State or the United States, or any agency or department of either, or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a 7

8 party or to which the Authority or any of its properties or other assets is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument, in any such case to the extent that the same would have a material and adverse effect upon the business or properties or financial condition of the Authority; and the execution and delivery of the Series 2015 Bonds, the Authority Continuing Disclosure Certificate, the Interlocal Agreement, the Master Water Supply Contract, the Pipeline Agreements, this Forward Delivery Contract, the Settlement Agreement and the Escrow Agreement and the adoption of the Bond Resolution, and compliance with the provisions on the Authority's part contained in each, will not conflict with or constitute a breach of or default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or to which the Authority or any of its properties or other assets is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or the assets of the Authority under the terms of any such law, regulation or instrument, except as provided or permitted by the Series 2015 Bonds and the Bond Resolution. (e) The Authority neither is nor has been in default any time after December 31, 1975, as to principal or interest with respect to an obligation issued by the Authority. (f) At the time of the Authority s acceptance hereof, the Preliminary Official Statement did not, and as of their respective dates, the Official Statement and the Updated Official Statement will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were or are, as the case may be, made, not misleading (excluding therefrom (i) information contained in Appendices E, F, G and H thereto, (ii) information contained under "PENSION PLAN Florida Retirement System" other than under the table captioned "Schedule of Authority Contributions to the Florida Retirement System," and (iii) information relating to DTC and the book-entry system, as to which no representation is made); and the Authority will cooperate with the Underwriters in the preparation of any amendment or supplement to the Official Statement or the Updated Official Statement, as the case may be, in accordance with Section 5(d) hereof, so that the Official Statement, as the same may be supplemented or amended to the date of the Updated Official Statement pursuant to the provisions of this Forward Delivery Contract, and the Updated Official Statement as the same may be supplemented or amended pursuant to the provisions of this Forward Delivery Contract, will not, in either case except for brief periods between changes in any relevant circumstances and the timely amendment or supplement of the Official Statement or Updated Official Statement (as the case may be) to reflect such change, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (excluding therefrom information relating to DTC and the book-entry system, as to which no representation is made). (g) Except as disclosed in the Preliminary Official Statement, the Official Statement and the Updated Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity before or by any court, government agency or public board or body, pending or, to the best knowledge of the Authority, threatened, against or affecting the Authority or the titles of its officers to their respective offices, or which may affect or which seeks to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 2015 Bonds or the use of the proceeds of the Series 2015 Bonds in the manner contemplated in the Preliminary Official Statement, the Official Statement and the Updated Official Statement, or the collection or disbursement of the Pledged Funds to pay the principal of and 8

9 interest on the Series 2015 Bonds, or which in any way contests or affects the validity or enforceability of the Series 2015 Bonds, the Bond Resolution, this Forward Delivery Contract, the Authority Continuing Disclosure Certificate, the Interlocal Agreement, the Master Water Supply Contract, the Pipeline Agreements, the Settlement Agreement or the Escrow Agreement, or any of them, or which may result in any material adverse change in the business, properties, other assets or financial condition of the Authority or contests the tax-exempt status of the interest on the Series 2015 Bonds, as described in the Preliminary Official Statement, the Official Statement and the Updated Official Statement, or which contests in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or which contests the power of the Authority or any authority or proceedings for the issuance, sale or delivery of the Series 2015 Bonds or this Forward Delivery Contract, nor, to the best knowledge of the Authority, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Series 2015 Bonds, the Bond Resolution, the Authority Continuing Disclosure Certificate, the Interlocal Agreement, the Master Water Supply Contract, the Pipeline Agreements, the Escrow Agreement, the Settlement Agreement or this Forward Delivery Contract. (h) The Series 2015 Bonds, if and when issued, will be issued in accordance with the Bond Resolution, and the Series 2015 Bonds and the Bond Resolution will conform in all material respects to the descriptions thereof contained in the Preliminary Official Statement, the Official Statement and the Updated Official Statement, and the Authority Continuing Disclosure Certificate conforms to the summary thereof contained in the Official Statement under the caption "CONTINUING DISCLOSURE" and in APPENDIX L - "FORM OF CONTINUING DISCLOSURE CERTIFICATES" to the Official Statement. (i) All approvals, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction which would constitute a condition precedent to the due performance by the Authority of its obligations under this Forward Delivery Contract, the Bond Resolution, the Authority Continuing Disclosure Certificate, the Interlocal Agreement, the Master Water Supply Contract, the Pipeline Agreements, the Settlement Agreement, the Series 2015 Bonds, the Escrow Agreement and all other instruments contemplated by the issuance of the Series 2015 Bonds have been, or prior to the Settlement will have been, duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2015 Bonds. (j) The Authority is not presently contemplating taking any action which, to its knowledge, would result in a material adverse change in the market price or marketability of the Series 2015 Bonds. (k) Any certificate signed by any official of the Authority and delivered to the Underwriters pursuant to this Forward Delivery Contract or any document contemplated hereby shall be deemed a representation and warranty by the Authority to the Underwriters as to the statements made therein and that such officer shall have been duly authorized to execute the same. (l) At the date of the Preliminary Closing and at the Settlement Date, each of the representations and certifications of the Authority in the Bond Resolution is and will be true and accurate. (m) The Authority has never been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. 9

10 (n) Other than as disclosed in the Official Statement and the Preliminary Official Statement, the Authority has not, in the past five (5) years, failed to comply in all material respects with any agreement to provide continuing disclosure information pursuant to the Rule. (o) Relating to outstanding debt of the Authority, there is not an unfunded materially significant arbitrage rebate liability of the Authority owing the Internal Revenue Service. (p) The Authority has duly and properly performed all requirements under the Act or other provisions of State law that are necessary for the Authority to receive the Net Revenues for the current fiscal year and, to the extent currently necessary, for all fiscal years during the term of the Series 2015 Bonds. (q) The Authority has never failed to take all action, including the filing of reports, required to be taken by it pursuant to the Act or other provisions of State law in order to remain eligible to receive the Net Revenues. Section 8. RESERVED. Section 9. PRELIMINARY CLOSING. At, on, 2014 (the "Preliminary Closing Date"), or such other date and time as shall have been mutually agreed upon by the Authority and the Underwriters, the certificates, opinions and other documents required by Section 12 below shall be executed and delivered (all of the foregoing actions are herein referred to collectively as the "Preliminary Closing"). The Preliminary Closing shall take place at the offices of Nabors, Giblin & Nickerson P.A. ("Bond Counsel"), or at such other location as shall be mutually agreed upon by the Authority and the Representative. Assuming the Preliminary Closing is completed in accordance with the provisions of this Forward Delivery Contract then, subject to the provisions of this Forward Delivery Contract, the Underwriters shall be obligated to purchase the Series 2015 Bonds and pay the Purchase Price therefor (and the Authority shall be obligated to issue and deliver such Bonds) at the Settlement. Section 10. SETTLEMENT. (a) At, on, 2015 (the "Settlement Date"), (i) the Authority will, subject to the terms and conditions hereof, deliver the Series 2015 Bonds to DTC on behalf of the Underwriters in the form of one or more bonds for each maturity of the Series 2015 Bonds registered in the name of Cede & Co., duly executed and authenticated, and deliver or cause to be delivered to the Representative the other documents required by Section 14 hereof and (ii) the Underwriters will, subject to the terms and conditions hereof, accept such delivery and pay or cause to be paid the Purchase Price of the Series 2015 Bonds as set forth in Section 4 hereof by wire transfer in immediately available funds to the Authority (all of the foregoing described transactions are herein called the "Settlement"). Delivery and payment as aforesaid shall be made at the offices of Bond Counsel, or such other place as shall have been mutually agreed upon by the Authority and the Underwriters. (b) The Authority will have no obligation to issue, sell and deliver the Series 2015 Bonds if, because of a Change in Law, such issuance, sale and delivery would be illegal as to the Authority. In such event, the Authority shall pay to the Underwriters the amount of $0, and the Authority will not have any further liability whatsoever for the failure to issue, sell and deliver the Series 2015 Bonds. 10

11 Section 11. CERTAIN CONDITIONS TO THE UNDERWRITERS' OBLIGATIONS. The Underwriters have entered into this Forward Delivery Contract in reliance upon the representations and warranties of the Authority contained herein, and in reliance upon the representations and warranties to be contained in the documents and instruments to be delivered at the Preliminary Closing and the Settlement, and upon the performance by the Authority of its respective obligations hereunder, both as of the date hereof and as of the dates of the Preliminary Closing and the Settlement. Accordingly, the Underwriters obligations under this Forward Delivery Contract to purchase, to accept delivery of and to pay for the Series 2015 Bonds shall be conditioned upon the performance by the Authority of its obligations to be performed hereunder and the delivery of the documents and instruments required to be delivered hereby at or prior to the Preliminary Closing and the Settlement, and shall also be subject to the following additional conditions: (a) The representations and warranties of the Authority contained herein shall be true and correct on the date hereof, at the date of the Preliminary Closing and at the date of the Settlement. (b) Both at the time of the Preliminary Closing and the Settlement, this Forward Delivery Contract, the Interlocal Agreement, the Master Water Supply Contract, the Pipeline Agreements, the Settlement Agreement, the Bond Resolution and, at the time of the Settlement only, the Authority Continuing Disclosure Certificate and the Escrow Agreement, shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented in any manner which will adversely affect (i) the ability of the Authority to issue the Series 2015 Bonds or perform its obligations thereunder or under this Forward Delivery Contract or (ii) the security for the Series 2015 Bonds; and both at the time of the Preliminary Closing and the Settlement, the Official Statement and the Updated Official Statement shall not have been supplemented or amended except pursuant to the provisions of this Forward Delivery Contract. (c) Both at the time of the Preliminary Closing and the Settlement, all official action of the Authority and of the other parties thereto relating to this Forward Delivery Contract, the Series 2015 Bonds, the Escrow Agreement, the Bond Resolution, the Authority Continuing Disclosure Certificate, the Interlocal Agreement, the Master Water Supply Contract, the Settlement Agreement and the Pipeline Agreements, shall have been taken and shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented in any material adverse respect. Section 12. PRELIMINARY CLOSING CONDITIONS. (a) The Underwriters obligations under this Forward Delivery Contract shall be conditioned upon the performance by the Authority of its obligations to be performed hereunder, and the conditions of Section 11 hereof having been satisfied, and the tender by the Authority of its performance at the Preliminary Closing as described in Section 9 hereof, which Preliminary Closing shall not be completed unless the Underwriters shall receive at the time of the Preliminary Closing the following: (1) The Official Statement and each supplement or amendment, if any, thereto, manually executed on behalf of the Authority by a duly authorized officer or officers of the Authority; (2) Two transcripts of all proceedings relating to the authorization and issuance of the Series 2015 Bonds through the date of the Preliminary Closing; 11

12 (3) The Bond Resolution, certified by the Secretary of the Authority as having been duly adopted by the Authority and as being in effect, with such supplements or amendments as may have been agreed to by the Underwriters, together with a certificate from the Executive Director of the Authority stating that the Bond Resolution is in effect in the form existing on the date hereof and has not been amended except as shall have been agreed to by the Underwriters; (4) An opinion, dated the date of the Preliminary Closing and addressed to the Underwriters, of Bond Counsel to the effect that (i) this Forward Delivery Contract has been duly executed and delivered by the Authority and (assuming due authorization, execution and delivery by, and validity with respect to, the Underwriters) constitutes a valid and binding agreement of the Authority subject to (A) bankruptcy or other laws affecting creditors rights and (B) the application of equitable principles, (ii) assuming no change in applicable law from the law in effect on the date of such opinion, the Series 2015 Bonds, if and when issued, will not be subject to the registration requirements of the 33 Act and the Bond Resolution is exempt from qualification under the 39 Act, (iii) the statements contained in the Official Statement under the captions "INTRODUCTION," "DESCRIPTION OF THE SERIES 2015 BONDS" (except for the information relating to DTC and its book-entry system of registration, as to which no view need be expressed), "SECURITY AND SOURCES OF PAYMENT" and "SPRINGING AMENDMENTS TO THE BOND RESOLUTION" insofar as such statements purport to summarize certain provisions of the Bond Resolution, the Series 2015 Bonds constitute a fair summary of the information purported to be summarized therein and the statements in the Official Statement on the cover relating to Bond Counsel s opinion and under the caption "TAX EXEMPTION" are accurate summaries or statements of the matters therein set forth, and (iv) the Bond Resolution is exempt from qualification under the 39 Act; (5) An opinion, dated the date of the Preliminary Closing and addressed to the Underwriters, of general counsel to the Authority, to the effect that: (i) the Authority is an independent special district and a regional water supply authority duly organized and validly existing pursuant to the Constitution and laws of the State; (ii) the Authority has full legal right, power and authority to enter into this Forward Delivery Contract, the Interlocal Agreement, the Master Water Supply Contract, the Pipeline Agreements, the Authority Continuing Disclosure Certificate, the Settlement Agreement and the Escrow Agreement and to adopt the Bond Resolution, to sell, issue and deliver the Series 2015 Bonds as provided in this Forward Delivery Contract, to refund the Refunded Series 2005B Bonds and to carry out and consummate the transactions contemplated by this Forward Delivery Contract, the Series 2015 Bonds, the Interlocal Agreement, the Master Water Supply Contract, the Pipeline Agreements, the Bond Resolution, the Authority Continuing Disclosure Certificate, the Escrow Agreement and the Official Statement; (iii) this Forward Delivery Contract, the Settlement Agreement, the Interlocal Agreement, the Master Water Supply Contract and the Pipeline Agreements have been duly authorized, executed and delivered by the Authority and constitute the valid, binding and enforceable agreements of the Authority in accordance with their respective terms except to the extent that the enforceability of the rights and remedies set forth therein may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally or general principles of equity; (iv) the Authority has duly authorized, executed and delivered the Official Statement and has duly authorized the distribution of the Official Statement; (v) with respect to the information in the Official Statement and without having undertaken to determine independently the accuracy or completeness of the contents of the Official Statement, such counsel has no reason to believe that the Official Statement contains any untrue statement of a material or omitted to state 12

13 a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except for (i) the information contained in Appendices E, F, G and H thereto, (ii) information contained under "PENSION PLAN Florida Retirement System" other than under the table captioned "Schedule of Authority Contributions to the Florida Retirement System", and (iii) financial and statistical information contained in the Official Statement and information relating to DTC and its bookentry system of registration as to all of which no opinion need be expressed), (vi) to the best of such counsel's knowledge, the Authority is not in material breach of or material default under any applicable constitutional provision, law or administrative regulation of the State or the United States or any judgment or decree applicable to the Authority, applicable to it and by which it may be obligated, or the Bond Resolution or any loan agreement, indenture, bond, note, resolution, material agreement or other material instrument to which the Authority is a party or to which the Authority or any of its property or assets is otherwise subject, applicable to it and by which it may be obligated, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument, except in each case as disclosed in the Official Statement; and the execution and delivery of the Series 2015 Bonds, the Interlocal Agreement, the Master Water Supply Contract, the Pipeline Agreements, the Escrow Agreement, the Authority Continuing Disclosure Certificate, the Settlement Agreement and this Forward Delivery Contract and the adoption of the Bond Resolution and compliance with the provisions on the Authority's part contained therein, will not, to the best of such counsel's knowledge, conflict with or constitute a breach of or default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or to which the Authority or any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Authority or under the terms of any such law, regulation or instrument, except as expressly provided by the Series 2015 Bonds and the Bond Resolution; (vii) the Authority has the right and power under the Act to adopt the Bond Resolution and the Bond Resolution has been duly and lawfully adopted by the Authority, is in full force and effect and constitutes the legal, valid and binding obligation of the Authority, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject to general principles of equity as to enforceability and no other authorization is required; (viii) there is no action, suit, proceeding, inquiry or investigation at law or in equity to which the Authority is a party, before or by any court, government agency, public board or body, pending or, to the best of his knowledge, threatened against or affecting the Authority, nor, to the best of his knowledge, is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein any unfavorable decision, ruling or finding would have a materially adverse effect upon the transactions contemplated by the Official Statement, the Authority's eligibility to receive the Gross Revenues; or the validity of the Series 2015 Bonds, the Bond Resolution, the Master Water Supply Contract, the Interlocal Agreement, the Pipeline Agreements, the Settlement Agreement or this Forward Delivery Contract, or contesting the exclusion from gross income of interest on the Series 2015 Bonds, except as described in the Official Statement; and (ix) except as provided in the Official Statement, all authorizations, consents, approvals and reviews of governmental bodies or regulatory authorities then required for the Authority's adoption, execution or performance of the Bond Resolution, the Master Water Supply Contract, the Interlocal Agreement, the Pipeline Agreements, the Settlement Agreement and this Forward Delivery Contract have been obtained or effected; 13

14 (6) Certificates, dated the date of the Preliminary Closing, signed by duly authorized officers of the Authority, to the effect that to the best of their knowledge and belief (i) the representations and warranties of the Authority contained herein are true and correct in all material respects, as if made on such date; (ii) the Authority has performed all obligations to be performed hereunder as of such date; (iii) this Forward Delivery Contract, the Water Supply Contract, the Interlocal Agreement, the Settlement Agreement and the Pipeline Agreements, have been duly authorized, executed and delivered by the Authority and constitute the valid, binding and enforceable agreements of the Authority in accordance with their terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally; (iv) the Bond Resolution has been duly and lawfully adopted by the Authority, is in full force and effect, has not been modified, amended or repealed except as provided therein and constitutes a legal, valid and binding obligation of the Authority, enforceable in accordance with its terms subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally; (v) except as disclosed in the Official Statement, no litigation is pending or threatened (A) to restrain or enjoin the issuance or delivery of the Series 2015 Bonds, (B) in any way contesting or affecting any authority for the issuance of the Series 2015 Bonds, the refunding of the Refunded Series 2005B Bonds or the validity of the Series 2015 Bonds, the Bond Resolution, the Water Supply Contract, the Interlocal Agreement, the Pipeline Agreements, the Settlement Agreement or this Forward Delivery Contract, (C) in any way contesting the existence or powers of the Authority, (D) adversely effecting in any way the Authority's eligibility to receive the Gross Revenues, (E) which may result in any material adverse change in the business, properties, assets or financial condition of the Authority, or (F) asserting that the Official Statement contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (vii) the Authority has the full legal right and power to receive the Gross Revenues and to the extent currently necessary has taken all necessary actions to make it eligible to receive such funds for all Fiscal Years during the term of the Series 2015 Bonds; (viii) since September 30, 2013, no material adverse change has occurred in the financial position of the Authority except as set forth in or contemplated by the Official Statement; (ix) except as described in the Official Statement, since September 30, 2013, no material adverse change has occurred in the collection of the Gross Revenues; and (x) the Official Statement did not as of its date, and does not as of the date of Closing, contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the Official Statement is to be used, or which is necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading (except for (i) the information contained in Appendices E, F, G and H thereto, (ii) information contained under "PENSION PLAN Florida Retirement System" other than under the table captioned "Schedule of Authority Contributions to the Florida Retirement System", and (iii) information relating to DTC and its book-entry system of registration, as to which no view need be expressed); (but in lieu of or in conjunction with such certificates the Representative may, in its sole discretion, accept certificates or opinions of Bond Counsel, or of other counsel acceptable to the Underwriters, that, in the opinion of such counsel, the issues raised in any pending or threatened litigation referred to in such certificate are without substance or that the contentions of all plaintiffs therein are without merit); (7) An opinion of Bryant Miller Olive P.A. ("Underwriters Counsel"), dated the date of the Preliminary Closing and addressed to the Underwriters, to the effect that (i) nothing has come to their attention which leads it to believe that the Official Statement contains any untrue 14