THIS AGREEMENT is made and entered into this 21st day of April, 1999, by and between TAMPA BAY WATER, A Regional Water Supply Authority, (formerly known as the West Coast Regional Water Supply Authority) ("Tampa Bay Water"), an interlocal governmental agency, created and existing pursuant to Sections 373.1962 and 163.01, Florida Statutes acting by and through its Board of Directors, the governing board thereof, HILLSBOROUGH COUNTY, a political subdivision of the State of Florida ("Hillsborough"), and the ENVlRONMENTAL PROTECTION COMMISSION OF HILLSBOROUGH COUNTY, a governmental entity created by special act of the Florida Legislature ("EPC"), collectively referred to as the '"Parties".

WITNESSETH:

WHEREAS, the Parties are presently involved in an arbitration pending before a panel of the American Arbitration Association, Case Number 33-192-00232-98, involving Tampa Bay Water's application for a water use permit for the Brandon Urban Dispersed Wells Project ("BUDW'); and

WHEREAS, the Parties desire to avoid the expense and uncertainty of arbitration and to resolve any and all controversy between them in a manner consistent with the Amended and Restated Interlocal Agreement dated May l, 1998, and have therefore agreed to settle this controversy and dismiss the pending arbitration involving the BUDW Project.

NOW, THEREFORE, in consideration of the premises set forth above and the covenants and agreements set forth below, which each of the Parties acknowledges and agrees is good and valuable consideration, receipt of which is acknowledged by all Parties, the Parties agree as Follows:

SECTION 1. CARGILL INTERCONNECT - Tampa Bay Water shall repurchase and Hillsborough shall sell the Cargill Interconnect for $75,928 as determined in accordance with Exhibit A The Parties shall proceed in good faith to close this purchase and sale on or before June 1, 1999, or as soon thereafter as practicable. Prior to BUDW production, Tampa Bay Water shall install a flow metering device within the Cargill Interconnect and shall perform a calibration of such device to an accuracy within 5 percent of actual flow as installed at least once each calendar year, and Tampa Bay Water shall also ensure that an appropriate reduced pressure back flow prevention assembly is in place and properly functioning within manufacturer's specifications, and shall inspect this assembly once each calendar year to ensure its proper operation. Tampa Bay Water shall timely provide Hillsborough with a written report concerning each calibration, installation and inspection. Hillsborough shall provide access to the site at no cost to Tampa Bay Water to accomplish this calibration, installation and inspection.

SECTION 2. MILLER ROAD AND JOHN MOORE WELL SITES - Hillsborough shall sell and Tampa Bay Water shall purchase the Miller Road and John Moore Well Sites, identified by legal descriptions attached hereto as Exhibit B, in fee simple at a value to be determined through the average of two MAI appraisals to be performed on each site, with Hillsborough and Tampa Bay Water each selecting one appraiser to perform the appraisal at each Well Site. The Parties shall proceed in good faith to close this purchase and she on or before July 1, 1999, or as soon thereafter as practicable.

SECTION 3. WELLS 1 & 3 - Tampa Bay Water shall request, and Hillsborough and the EPC shall support, modification of the BUDW Proposed Agency Action (PAA) by the Southwest Florida Water Management District (District) to eliminate the proposed production quantities for Well 1 (Truman) and for Well 3 (Lakewood Village), and redistribute pumpage at the remaining five wells in accordance with the attached Tables 1 and 2. Wells 1 and 3 shall be abandoned. If the District does not modify the BUDW PAA or the subsequently issued BUDW Permit in accordance with Tables 1 and 2, attached hereto, Tampa Bay Water shall file a Petition for Administrative Hearing under Chapter 120, Florida Statutes, seeking modification in accordance with Tables 1 and 2.

SECTION 4. DOMESTIC WELLS - (a) Tampa Bay Water hereby establishes an Area of Specified Investigation which is defined as the area located between the 2-foot and the 5-foot predicted drawdown contours in the Upper Floridan Aquifer resulting from 91 days of peak monthly pumpage of the quantities authorized under the BUDW water use permit. This area has been determined through use of the BUDW ground water flow model, as shown on Exhibit C, and may be refined as appropriate by agreement of the Parties with data collected as a part of the drilling and testing program to be conducted during installation of the production wells. For those production wells where the drawdown in the Upper Floridan Aquifer is predicted to be less than 2 feet, a 1,760 foot radius Area of Specified Investigation shall be designated for that BUDW production well; provided that a minimum of a 1,760 foot radius is designated for each production well.

(b) Tampa Bay Water shall conduct a detailed investigation of all domestic well complaints received from within the Area of Specified Investigation. The investigation of these complaints will be performed as specified in Special Conditions II.A (1, 2, and 4) of the BUDW PAA, attached hereto as Exhibit D. However, for purposes of this Section 4(b), the term "Area of Specified Investigation" shall be substituted for "mitigation areas" in Special Condition 11.A.l. In those instances where the investigation within the Area of Specified Investigation reveals a domestic well operating with a shallow well pumping system (centrifugal pump or shallow well jet pump) that is experiencing a water-level related problem, that domestic well shall be mitigated as specified in Special Condition 11.A.5 of the BUDW PAA, attached hereto as Exhibit D. In those instances where the investigation reveals a domestic well operating with a deep well pumping system that has been adversely impacted by production from the BUDW, that domestic well shall be mitigated as specified in Special Condition 11.A.5 of the BUDW PAA, attached hereto as Exhibit D. Any conflicts between this Section 4(b) and Special Conditions 11.A.(1, 2, and 4) shall be resolved in favor of this Section 4(b).

SECTION 5. WATER RESOURCES - (a) Tampa Bay Water shall discontinue withdrawals at BUDW when the water level in the Lithia Springs' flow-way is equal to or less than a surveyed elevation of 7.8 ft. NGVD as measured at the staff gauge presently located in Lithia Springs (the "Lithia Survey Elevation"). Following such cessation of withdrawals, Tampa Bay Water may resume withdrawals at BUDW after the water level in the Lithia Springs flow-way, as measured at the staff gauge presently located in Lithia Springs, is greater than the Lithia Survey Elevation or upon Tampa Bay Water demonstrating to the satisfaction of Hillsborough and the EPC that the cumulative impact of BUDW withdrawals, including all presently existing legal users as of the date of this Agreement are nor causing water level depths in this flow-way to go below the Lithia Survey Elevation.

(b) Upon final adoption by the District, and effectiveness of minimum flows for Lithia Springs, subsection (a) of this Section 5 shall terminate, and the Parties agree that flow requirements at Lithia Springs shall then be governed by the District adopted and effective minimum flows.

(c) Tampa Bay Water shall install a continuous stage recorder at Lithia Springs to measure the Lithia Survey Elevation. However, under Tampa Bay Water's Settlement Agreement with Cargill Fertilizer, Inc., in Division of Administrative Hearings Case No. 99-0021, a continuous flow measurement device is to be installed by Cargill at Lithia Springs; this flow measurement device will provide additional hydrologic data. Tampa Bay Water's operation of the continuous stage recorder may be terminated in the future if it is determined to the satisfaction of the District that the continuous flow measurement device installed by Cargill is an adequate replacement for those functions served by the stage recorder; provided, however, that Tampa Bay Water will collect continuous stage data for an overlapping period of at least 12 months coincident with data collection from the continuous flow measurement device, and provided that Hillsborough may elect, and in which case Tampa Bay Water shall allow Hillsborough, to operate the continuous stage recorder if discontinued by Tampa Bay Water for as long as Hillsborough deems necessary.

SECTION 6. EMP (Environmental Management Plan) -- Tampa Bay Water shall collect baseline ecological and hydrologic data at Lithia and Buckhorn Springs prior to commencing withdrawals at BUDW. Baseline ecological data shall consist of a natural resources survey/assessment at and in the vicinity of the springs to be conducted at least 12 months prior to commencing withdrawals at BUDW. Baseline hydrologic data at Lithia Springs shall consist of at least 12 months of continuous stage recording at a device to be installed by Tampa Bay Water at the major spring of Lithia Springs, prior to commencing withdraws at BUDW. Baseline hydrologic data at Buckhorn Springs shall consist of at least 12 months of biweekly measurement of flow from Buckhorn Main Spring utilizing a District--approved method, prior to commencing withdrawals at BUDW. As an alternative to such biweekly measurements, Tampa Bay Water shall install a continuous stage recorder at Buckhorn Main Spring and collect at least 12 months of continuous stage data at the spring, prior to commencing withdrawals at BUDW; provided, however, that such installation and operation of the stage recorder at Buckhorn Main Spring is subject to prior approval by Cargill and, if approved, shall substitute for the biweekly measurement of flow from Buckhorn Main Spring referenced in this Section 6. Tampa Bay Water's operation of the continuous stage recorder may be terminated in future if it is determined to the satisfaction of the District that the continuous flow measurement device installed by Cargill is an adequate replacement for those functions served by the stage recorder; provided, however that Tampa Bay Water will collect continuous stage data for an overlapping period of at least 12 months coincident with data collection from the continuous flow measurement device, and provided that Hillsborough may elect, and in which case Tampa Bay Water shall allow Hillsborough, to operate the continuous stage recorder if discontinued by Tampa Bay Water for as long as Hillsborough deems necessary.

SECTION 7. SINKHOLES - Tampa Bay Water shall mitigate all new sinkholes within 1000 feet of BUDW production wells 2, 4, 5, 6, and 7 which occur during well development, and between the initiation of production and 6 months after withdrawal rates reach eighty percent (80%) of the average daily permitted production for three consecutive months; provided that each well shall be pumped at peak permitted quantities for at least 14 consecutive days during the 6 month period. Sinkhole complaints within the specified area and time shall be investigated by an appropriately qualified licensed professional under contract to Tampa Bay Water. Mitigation of each such complaint shall be made by Tampa Bay Water upon a determination of the existence of a sinkhole by said professional. Such mitigation shall be approved by the District and may include filling the sinkhole, purchasing the affected property, repairing damage caused by the sinkhole, or other action deemed appropriate by the District. Copies of complaints received by Tampa Bay Water and reports by the qualified professionals shall be timely provided to Hillsborough and the EPC by Tampa Bay Water. All additional records and reports concerning BUDW shall be provided in accordance with the Public Records Law.

SECTION 8. DISMISSAL OF ARBITRATION - Concurrent with the execution of this Settlement Agreement, Hillsborough and the EPC shall dismiss all pending requests for arbitration of the BUDW project, including specifically American Arbitration Association Case No. 33-l92-00232-98. Each Party shall bear its own attorneys fees and costs associated with the arbitration.

SECTION 9. SUBSEQUENT PERMIT CHANGES -- (a) Hillsborough and the EPC agree to accept and not challenge changes to the Brandon Urban Dispersed Wellfield Proposed Agency Action dated November 13, 1998 (the "PAA") which drops wells 1 and 3 and redistributes withdrawals to the remaining BUDW production wells. Hillsborough and the EPC further agree to accept and not challenge changes to the PAA required by the terms and conditions of the Joint Settlement Agreement Among Petitioner Cargill Fertilizer, Inc., Tampa Bay Water, A Regional Water Supply Authority, and Southwest Florida Water Management District (the "Joint Settlement Agreement") so long as the changes are not inconsistent with this Agreement.

(b) If changes other than those referenced in Sec. 9(a) above are made to the PAA (including without limitation changes in authorized quantities or changes to PAA Special Condition 11), Tampa Bay Water agrees that issuance of the new PAA or water use permit shall constitute approval by Tampa Bay Water's Board of Directors of a new consumptive use permit application pursuant to Section 3.13(A) of the Amended and Restated Interlocal Agreement Reorganizing the West Coast Regional Water Supply Authority dated May 1, 1998 (the "Amended Interlocal Agreement"), and Hillsborough and/or the EPC may file a request for arbitration of the new PAA or water use permit as allowed by Section 3.13(A) of the Amended Interlocal Agreement, except that Hillsborough and the EPC agree to file requests for arbitration, if any, within ten (10) days of the issuance of a new PAA or water use permit, and further agree that the arbitration hearing shall commence within thirty (30) days of the filing of the first arbitration request, unless otherwise agreed to by the parties; provided, however, the arbitration panel shall render its decision within sixty (60) days of commencement of the arbitration hearing.

(c) The agreement of Hillsborough and the EPC to accept and not challenge changes to the PAA required by the terms and conditions of the Joint Settlement Agreement, so long as the changes are not inconsistent with this Agreement (see Sec 9(a)) above, shall not be construed:

1. to prohibit Hillsborough and the EPC from fully participating in the development of the Environmental Management Plan (the "EMP") referenced in the PAA or affect in anyway Hillsborough's and the EPC's rights to arbitrate the EMP;

2. as a waiver of Hillsborough's or the EPC's right to request, negotiate for, or arbitrate the need for and installation of continuous spring discharge measurement devices at Lithia and Buckhorn Springs or their associated spring runs; or

3. as an obligation of or promise by Hillsborough or the EPC to sell or otherwise convey the Cargill Interconnect to Tampa Bay Water.

SECTION 10. AUTHORITY - Each Party to this Settlement Agreement represents that their signing representatives have the authority to execute this Agreement as a binding legal contract.

SECTION 11. DEFAULT AND REMEDY -- Enforcement of this Settlement Agreement shall be by specific performance, or other legal remedies that may be available, in a count of competent jurisdiction, with the prevailing party in any such action entitled to attorneys fees and costs.

SECTION 12. EFFECTIVENESS - This Settlement Agreement shall take effect upon execution by all Parties hereto.

SECTION 13. COUNTERPART ORIGINALS - This Settlement Agreement may be executed in counterpart originals in order that each Party might retain an executed original. Any of the counterpart originals may serve as the original Agreement.

SECTION 14. MISCELLANEOUS - This Settlement Agreement shall be binding upon and inure to the benefit of the Parties, and each of them.

SECTION 15. GOVERNING LAW - This Settlement Agreement shall be interpreted and enforced according to the laws of the State of Florida.