ELECTRONIC DATA INTERCHANGE TRADING PARTNER AGREEMENT
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ELECTRONIC DATA INTERCHANGE
TRADI~G PARTNER AGREEMENT
TIllS ELECTRONIC DATA INTER RANGE TRADING PARTNER AGREEMENT
(the "Agreement") is made as of ~ 19J1 by and between FLORIDA
GAS TRANSMISSION COMPANY ("F ") and('j.ty of Clearwater DBA ("Trading
partner"), (collectively, the "parties"). Clearwater Gas System
RECITALS
WHEREAS, the parties desire to facilitate transactions, reports and other infonnation
exchanged ("Transactions") by electronically transmitting and receiving data in agreed
formats in substitution for on-line transmittal and/or for conventional paper-based
documents~ and '
WHEREAS, the parties desire to assure that such Transactions are not legally invalid or
unenforceable as a result of the use of available electronic technologies for the mutual
benefit of the parties~ and
WHEREAS, the parties desire to enter into this Agreement to govern their relationship
with respect to electronic data interchange ("ED I") Transactions.
NOW THEREFORE, in consideration of the prOOlises and covenants herein contained,
and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
Section 1. Prereauisites.
1.1. Documents~ Standards. Each party may electronically transmit to or receive from
the other party any of the transaction sets listed in the Appendix, and transaction sets
which the parties by written agreement add to the Appendix (collectively "Documents").
Any transmission of data which is not a Document shall have no force or effect between
the parties unless justifiably relied upon by the receiving party. All Documents shall be
transmitted in accordance with the standards and the published industry guidelines set
forth in the Appendix. The Appendix to this Agreement is attached hereto and made a
part hereof; the Appendix thereto hereafter are referred to as the 'i\ppendix". In the
event of a conflict between the provisions in the body of this Agreement and the
Appendix, the Appendix will govern.
1.2. Third Party Service Providers.
1.2.1. Documents will be transmitted electronically to each party either, as specified in the
Appendix, directly (using the Internet) or through FGT's current Value Added Network
("Provider"). Either party may modify its election to use, not use, or change a Provider
upon 30 days prior written notice.
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Appendix as the receiving party's electronic mailbox or Uniform Resource Locator
("URL") provided by the receiving party's Provider.
2. 1.1. Date and Time of Receipt. Method for date and time of receipt of Transaction is
defined in the Appendix to indicate completion of processing at the receiving Internet
server.
2.2. Verification.
2.2.1. Upon proper receipt of any Document, the receiving party shall promptly and
properly transmit a functional acknowledgment or a response document in return, unless
otherwise specified in the Appendix.
2.2.2. For the purposes of this Agreement, a "functional acknowledgment" means an ASC
X.12 Transaction Set 997, which confinns a Document (in the format specified by such
acknowledgment) has been received and whether all z:equired portions of the Document
are syntactically correct, but which does not confinn the substantive content(s) of the
related Document.
2.2.3. By mutual agreement, the parties may designate in the Appendix a "response
document" to show date and time of receipt, as stated in 2.1.1. A "response document"
confinns that a Document (in the fonnat specified by such acknowledgment) has been
received, and whether all required portions of the Document are syntactically correct, and
contains data sent by the receiving party to the sending party in response to the
substantive content of the related Document.
2.2.4. A functional acknowledgment, or a response document that has been designated in
the Appendix as a substitute for a functional acknowledgment, shall constitute conclusive
evidence a Document has been properly received.
2.2.5. Except as to conditions governed under Section 2.3, in the event the receiving
party fails to promptly and properly transmit a functional acknowledgment or response
document in return for a properly received Document, where required, the originating
party's records of the contents of the Document shall control.
2.3. Garbled Transmissions. If any transmitted Document is received in an unintelligible
or garbled form, the receiving party shall promptly notify the originating party (if
identifiable from the received Document) in a reasonable manner. In the absence of such a
notice and where a functional acknowledgment or response document has resulted, the
originating party's records of the contents of such Document shall control.
2.4. Retransmissions. If the originating party of a Document does not properly received a
corresponding functional acknowledgment or response document, the originating party
shall retransmit the Document.
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Section 3. Transaction Terms.
3.1. Terms and Conditions. This Agreement is to be considered part of any other written
agreement referencing it or referenced in the Appendix. In the absence of any other
written agreement applicable to any Transaction made pursuant to this Agreement, such
Transaction (and any related communication) also shall be subject to those terms and
conditions, including any terms for payment, included in the Appendix.
3.1.1 The terms of this Agreement shall prevail in the event of any conflict with any
other terms and conditions applicable to any Transaction. Notwithstanding the foregoing
and Section 4.1 of this Agreement, if any party determines that this Agreement is in
conflict with either that party's existing tariff or an obligation imposed by a governmental
entity exercising jurisdiction over that party, then the affected party shall give immediate
notice defining which terms of this Agreement are affected, and the reasons therefor, and
may provide notice of termination of this Agreement as provided in Section 4.7, effective
immediately upon receipt of such notice by the other party to this Agreement.
3.2. Confidentiality. No information contained in any Document or otherwise exchanged
between the parties shall be considered confidential, except to the extent provided in
Section 1.5, by written agreement between the parties, or by applicable law.
3.3. Validity: Enforceability.
3.3.1. This Agreement has been executed by the parties to evidence their mutual intent to
create binding .obligations pursuant to the electronic transmission and receipt of
Documents specifying certain of the applicable terms.
3.3.2. Any Document properly transmitted pursuant to this Agreement shall be
considered, in connection with any Transaction, any other written agreement described in
Section 3.1, or this Agreement, to be a "writing" or "in writing"; and any such Document
when containing, or to which there is affixed, a Signature Code ("Signed Documents")
shall be deemed for all purposes (a) to have been "signed" and (b) to constitute an
"original" when printed from electronic files or records established and maintained in the
normal course of business.
3.3.3. The conduct of the parties pursuant to this Agreement, including the use of Signed
Documents properly transmitted pursuant to this Agreement, shall, for all legal purposes,
evidence a course of dealing and a course of performance accepted by the parties in
furtherance of this Agreement, any Transaction and any other written agreement described
in Section 3. 1.
3.3.4. The parties agree not to contest the validity or enforceability of Signed Documents
under the provisions of any applicable law relating to whether certain agreements are to be
in writing or signed by the party to be bound thereby. Signed Documents, if introduced as
evidence on paper in any judicial, arbitration, mediation or administrative proceedings, will
be admissible as between the parties to the same extent and under the same conditions as
other business records originated and maintained in documentary fonn, Neither party shall
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contest the admissibility of copies of Signed Documents under either the business records
exception to the hearsay rule or the best evidence rule on the basis that the Signed
Documents were not originated or maintained in documentary form.
Section 4. Miscellaneous.
4.1. Term. This Agreement shall be effective as of the date first set forth above and shall
remain in effect until terminated by either party with not less than 30 days prior written
notice specifying the effective date of termination; provided, however, that written notice
for purposes of this paragraph shall not include notice provided pursuant to an EDI
transaction; further provided, however, that any termination shall not affect the respective
obligations or rights of the parties arising under any Documents or otherwise under this
Agreement prior to the effective date of termination.
4.2. Severability. Any provision of this Agreement which is determined to be invalid or
unenforceable will be ineffective to the extent of such determination without invalidating
the remaining provisions of this Agreement or affecting the validity or enforceability of
such remaining provisions.
4.3. Entire Agreement. This Agreement and the Appendix constitute the complete
agreement of the parties relating to the matters specified in this Agreement and supersede
all prior representations or agreements, whether oral or written, with respect to such
matters. No oral.modification or waiver of any of the provisions of this agreement shall be
binding on either party No obligation to enter into any Transaction is to be implied from
the execution or delivery of this Agreement. This Agreement is solely for the benefit of, .
and shall be binding solely upon, the parties their agents and their respective successors
and permitted assigns. This Agreement is not intended to benefit and shall not be for the
benefit of any party other than the parties hereto and no other party shall have any right,
claim or action as a result of this Agreement.
4.4. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS,
EXCLUDING ANY CONFLICT -OF-LAW RULES AND PRINCIPLES OF THAT
STATE WHICH WOULD RESULT IN REFERENCE TO THE LAWS OR LAW
RULES OF ANOTHER JURISDICTION.
4.5. Force Maieure. No party shall be liable for any failure to perform its obligations in
coMection with any Transaction or any Document, where such failure results from any act
of God or other cause beyond such party's reasonable control (including, without
limitation, any mechanical, electronic or communications failure) which prevents such
party from transmitting or receiving any documents and which, by the exercise of due
diligence, such party is unable to prevent or overcome.
46 EXCLUSION OF CERTAIN DAMAGES. NEITHER PARTY SHALL BE
LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY OR
CONSEQUENTIAL DAMAGES ARISING FROM OR AS A RESULT OF ANY
DELAY, OMISSION OR ERROR IN THE ELECTRONIC TRANSMISSION OR
RECEIPT OF ANY DOCUMENTS PURSUANT TO THIS AGREEMENT, EVE!\' IF
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EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY Of SUCH
DAMAGES AND REGARDLESS OF FAULT. ANY LIAIJTATION ON DIRECT
DAMAGES TO SOFTWARE AND HARDWARE ARISING FROM THIS
AGREEMENT SHALL BE SET FORTH IN THE APPENDIX.
4.7. Notices. All notices required or permitted to be given with respect to this Agreement
shall be given by mailing the same postage prepaid, or given by fax or by courier, or by
other methods specified in the Appendix to the addressee party at such party's address as
set forth in the Appendix. Either party may change its address for the purpose of notice
hereunder by giving the other party no less than five (5) days prior written notice of such
new address in accordance with the preceding provisions.
4.8. Assignment. This Agreement may not be assigned or transferred by either party
without the prior written approval of the other party, which approval shall not be
unreasonably withheld~ provided, any assignment or transfer, whether by merger or
otherwise, to a party's affiliate or successor in interest shall be permitted without prior
consent if such party assumes this Agreement.
4.9 Waivers. No forbearance by any party to require performance of any provisions of
this Agreement shall constitute or be deemed a waiver of such provision or the right
thereafter to enforce it.
4.10 Counterparts. This Agreement may be executed in any number of original
counterparts al! of which shall constitute but one and the same instrument.
Each party has caused this Agreement to be properly executed on its behalf as of the date
first above written.
FLORIDA GAS TRANSMISSION
COMPANY:
t/
Name:
Title:
Garvey
Mayor-Commissioner
CITY OF CLEAR~ATER, FLORIDA
Rita
-tfr c-
U/ . /
Eliz th M%,ptula
City Manager
Approved as to form and correctness:
Attest:
~~--
John Carassas
Assistant City Attorney
'-&~/ik~~~ ~
titcynttYl E. udeau ' .
ity Clerk
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APPENDIX (page 1)
ELECTRONIC DATA INTERCHANGE TRADING PARTNER AGREEMENT
DATE 4/10/97
TO BE EFFECTIVE (DATE)
FOR TRADING PARTNER:
COMPANY NAME
ri ty of ClearYlatQr DBA Clean.utcr C.::J3 SystCffl
STREET ADDRESS
400 Nnrth Myrtlp Avp
CITY Clearwater
ST A TElPROVINCElCOMMONWEAL rn
Florida
ZIPIPOSTAL CODE 34615
ATIENTION Terry Neenan 1 Mark Warno 1 Katherine Ferreira
Neenan (813)462-6630 Ex 243 ON~E, TTTLE) (813) 462-6636
Warno/FerreaIDNE (703) 818-9100 FAX (703) 222-6431
OTHER NOTICE METIlOD & ADDRESS
Pagers Warno/Ferreria (703) 267-0279 Neenan (800) 986-6704
GISB COMMON CODE (D-V-N-S NUMBER)
RO-fi71-11997
rnIRD PARlY SERVICE PROVIDER OF ANY)
PSI.Net
FOR FGT:
COMP ANY NAME Florida Gas Transmission Company
STREET ADDRESS 1400 Smith St. P.O. Box 1188
CITY Houston
ST A TElPROVINCFJCOMMONWEAL TH Texas
ZIPIPOSTAL CODE 77251-1188
ATIENTION EBB ADMINISTRATOR
PHONE
(713) 853..{;034 FAX (713) 646-2723
OlliER NOTICE METIIOD 8:. ADDRESS
NONE
GISB COMMON CODE (D-V-N-S NUMBER) 00..{;92-4518
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"LEFT BLANK"
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APPENDIX (pagc 2)
ELECTRONIC DATA INTERCHANGE TRADING PARTNER AGREEMENT
DATE
TO BE EFFECTIVE (DATE)
TRADING PARTNER COMPUTER ADDRESS:
COMPANY NAME:
ISA QUALIFIER (if using Intcrnet X-12)
Internct X-12)
ISA ID (if using
URL (If Internet X-12)
BASIC AUTHENTICATION USERlD AND PASSWORD USED AT INTERNET SERVER
(Leave Blank - FGT will assign)
COMMON CODE IDENTIFIER TO BE USED IN HTIP MULTIPART TAGS (ifusing
Internet X-12)
FGT COMPUTER ADDRESS:
(Leave this section blank to be added by FGT (except as noted by.)
ISA QUALIFIER (if using Internet X-12)
Internet X-12)
ISA ID (if using
URL (If Internet X-12)
BASIC AUTHENTICATION USERlD AND PASSWORD USED AT INTERNET SERVER
(* To be assigned by Trading Partner)
COMMON CODE IDENTIFIER TO BE USED IN HTIP MULTIPART TAGS (ifusing
Internet X-12)
''LEFT BlANK"
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APPENDIX (page 3)
ELECTRONIC DATA INTERCHANGE TRADING PARTNER AGREEMENT
DATED 4/10/g7
TO BE EFFECfIVE (date)
1. TRANSACTION SETS (Check all applicable and indicate whether Flat File, Internet X-12,
and/or Van):
Transoortation Invoices
Sales Invoices
Imbalance statement
Remittance Statement
Capacity Release PrearranJ?ed Deals ·
Finn Transportation and Stora2e Caoacity Offer ·
Finn Transportation and Stora~e Caoacitv Bid Review -
Capacity Award Notice -
Finn Transportation and Stora2e Caoacitv Offer Withdrawal -
Finn Transoortation and.Stora~e Caoacitv Bid Review Withdrawal -
Capacitv Award Withdrawal ·
Operationally Available and Unsubscribed Caoacitv ·
System-Wide Notices
Response to Upload of Reauest for Download of Posted Datasets ·
Upload of Roouest for Download of Posted Datasets -
Nominalion XXY
Request for Confirmation
QRSP yyy
Confinnation Resoonse
POA
Allocation Statement
POA ORSP
Scheduled Ouantities yyy
Measurement statement
· Van is required for these transaction sets. All other transaction sets are Internet X-12 and/or Flat
File.
2. STANDARDS:
Per GISB
Specify an applicable standards and the issuing organizations.
3. INDUSTRY GUIDELINES: Specify an applicable published industry guidelines.
Per Gas Industry Standardization Board (GISB)
The mutually agreed provisions of this Appendix shall control in the event of any conflict \'.ith any
listed industry guidelines.
4. SECURllY PROCEDURES: (Define security procedures, including but not limited to
encryption and authentication, if any.)
Pretty Good Privarcy Encrytion Soft"are
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5.1 (a) Con bet for public key exchange (emergency and scheduled)
1(;:1 thpr; np Fprrp; r~ I M::Ir1c U;:Irnn
5.1 (b) Method of contact and related information such as phone number and/or e-mail address
Telephone (703) 818-9100
5.1 (c) Scheduled public key procedures (if any)
5.1 (d) Describe Signature Code - Per GISB (POP Digital Signature)
6. TERMS AND CONDITIONS:
upon, enter "None".)
(If no special terms and conditions have been agreed
It is agreed that both parties will conduct a mutual initial test of the transmissions by utilizing test
Documents and a test mailbox ("Test") before implementing transmission of actual Documents.
No actual Documents will be transmitted until Trading Partner notifies FGr by mail or facsimile
that the Test has been accepted.
7. DATA RETENTION (If no special data retention procedures have been agreed upon, enter
"None".)
None
8. REFERENCED AGREEMENTS: (As required by Section 3.1 of the referenced Agreement.
Parties to place a list of type(s) of agreements, as well as language ....ruch provides for the
incorporation into this Appendix of all agreements of specified type(s) which are executed
subsequent to ratification of this Appendix.)
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9. LIMIT A TION ON DIRECT DAMAGES: (If no limitation has been agreed upon, enter
"None".)
IN THE EVENT THAT EITHER PARTY SHALL BE LIABLE TO THE OTHER WITH
RESPECT TO ANY AND ALL CAUSES ARISING OUT OF THIS AGREEMENT,
WHETHER BASED ON CLAIMS OF NEGLIGENCE, BREACH OF CONTRACT OR
WARRANTY, FAILURE OF A REMEDY TO ACCOMPLISH ITS ESSENTIAL
PURPOSE, OR OTHERWISE, THE AMOUNT OF DAMAGES RECOVERABLE
AGAINST THE LIABLE PARTY FOR ALL EVENTS, ACTS OR OMISSIONS SHALL
NOT EXCEED IN THE AGGREGATE $10,000.
TRADING PARTNER'S USE OF EOIIS "AS IS, WHERE IS," AND WITH ALL
FAULTS. FGT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS,
IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT ARE
RELATED TO THE USE OF EDJ HEREUNDER.
10. CONFIDENTIAL INFORMATION: (See Section 3.2. Ifno limitation has been agreed upon,
enter "None".)
None
II. ALLOCATION OF COSTS:
Trading Partner pays all costs of its VAN. including arranging for direct billing and
payment of all transaction costs related to the transmission or recei pt of Documents. including any
costs or fees relating to FGTs transmission or receipt of documents.
12. DATE AND TIME OF RECEIPT ME'IHOD: (See Section 2.1.1.) Indicate all applicable
methods with a check.
(I) (for X-12 Van) Date and time of receipt is defined in a Functional Aclcnowledgment
997.
(2) (for Internet X-12) Date and time of receipt of Transaction is defined in a data
element in the HlTP response called ..time~..
(3) XXX (for Flat File) Date and time of receipt is displayed in a data element in the HITP
response called "Received Time Stamp".
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The undersigned do hereby execute this Appendix pursuant to the Agreement attached and do
hereby ratify said Agreement for all purposes set forth in this Appendix.
FLORIDA GAS TRANSMISSION
COMPANY: ~
BY~C.
PRINTED NAME:
R E. HAYES
TITLE: VICE PRESIDENT OF MARKETING
5//3/07
, f
DATE:
Rita Garvey
Mayor-Commissioner
Approved as to form and correctness:
9~
John Carassas
Assistant City Attorney
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CITY OF CLEARWATER, FLORIDA
-pt,~
Eliz th M Deptula
City Manager
Attest:
~ j,&;u.j C-.'.L (1!i (b./J
~~ i E. udeau
U City Clerk
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