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SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT AND ASSUMPTION AGREEMENT Tills InSlrllrnent prepared by (linn reL,!rn to): C Parkhill Mays, Jr. HOLLAND & KNIGHT D--.' !J~ Lake Wire Drive ~ '\ I' 0 Box 32092 Lakeland, FL 33802-2092 INSTR * 99121591 OR ilK 04289 PO 1018 R[[IlR[)[V 011301'33 M:31 AM H lCI~RD ". ~ I SS CLE~ (F CDJRT POlK aJJNTY DHUTY QF~ L KuHab.! SECOND AMENDED AND RESTATED INTERLOC/\L .'\UlmEMENT BY AND AMONG FLORIDA GAS UTILITY AND Ii \ CITY OF BLOUNTSTOWN CITY OF CHIPLEY FLORIDA MUNICIPAL POWER AGENCY CITY OF FORT MEADE FORT PIERCE UTILITIES AUTHORl'fY CITY OF HOMESTEAD TOWN OF JAY KISSIMMEE UTILITY AUTHORITY CITY OF LAKE CITY CITY OF LAKE WORTH CITY 0 F MARIANNA ORLANDO UTILITIES COMMISSION CITY OF ST, CLOUD CITY OF STARKE CITY OF VERO BEACH CITY OF WILLISTON Dated as of July 27, 1999 p'I .., PJ.c;t "1R,U\(r\~~'\OIl ~~ t{~tJI'" CUI .. v:(\~~. Il\CH~RO TIH~ rnSlrUITI(!nl prepared 11\ (and ITlurn to) C Parkh1l1 Mays, .Jr HOLLAND & KNIGHT 9~ Lake Wlre Dnvf' P CJ Box :l:2O~)~ Lahland. FL 3:IH0:2 ~09~ 99R399391 1099 AUG 0:1 II SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT BY AND AMONG FLORIDA GAS UTILITY AND \. CITY OF BLOUNTSTO\VN CITY OF CHIPLEY FLORIDA MUl\1CIPAL PO\VER AGENCY CITY OF FORT ME/wE FORT PIERCE UTILITIES AUTHORITY CITY OF HOMESTEAD TOWN OF JAY KISSIMMEE UTILITY AUTHORITY CITY OF Lt\KE CITY CITY OF L.AKE \VORTH CITY OF MARL1..NNA ORLANDO UTILITIES COMMISSION CITY OF ST, CLOUD CITY OF STARKE CITY OF v"'ERO BEACH CITY OF VnLLISTON Dated as of July '27, 1999 ':"' , ~.~"'~~-"J4" .', " ..~.~. , ' ~ .~"O...thlS l,f 0 hue' c:~pr q! ljJ, ~ Ir. ~O""-" on ~ VL-~l. dOf ~.r-.. -----:...~U~1.-~ C: - ',~t.~$ my h 'I'~,' "J#,('rr;-::;;;-~:'~/.- '~. ~:;~Et P'[ji'~i\' C. rR' . ' ... '. ,.~-- l~u/':::i:J..'.J""'CounIY{"'" t.' ~l' '""- 4> ....::- ~ \...... '':,.. \ (\----f ~-,. .~.. ""-......- '\ r '" l......, ..'\ ": Thl~: Illstrument prepared hy (<Inti !"I'tUrfl to): C l'arklulJ Mays, Jr HOLLAND & KNIGHT n Lake Wire Dnve I' 0, Box 32092 Lakeland. FL 33802-20~)2 Ot'~,:,ge Co ~L 199~-0329725 07~u99 U2:10:U3pm OR Bk 580& Pg 4028 Rec Ib3.50 SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT BY AND AMONG FLORIDA GAS UTILITY AND ~ CITY OF BLOUNTSTO\VN CITY 0 F CHIPLEY FLORIDA MUNICIP_.l\L POWER AGENCY CITY OF FORT MEADE FORT PIERCE UTILITIES AUTHORITY CITY OF HOMESTEAD TOWN OF JAY KISSIMMEE UTILITY AUTHORITY CITY 0 F LAKE CITY CITY OF L6JZE WORTH CITY 0 F 11ARIANNA ORLANDO UTILITIES COMMISSION CITY OF ST, CLOUD CITY OF STARKE CITY OF VERO BEACH CITY OF \VILLISTON Dated as of July 27, ] 999 ----- \~scP~ I i>Q PRrf. Dc. 'l.\~~ This instrument prepared by (and return to): C. Parkhill Mays, Jr. I10LLAND & KNIGHT 92 Lake Wire Drive p, O. Box 32092 Lakeland, FL 33802-2092 ~ 742 PAGE0370 SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT BY AND AMONG FLORIDA GAS UTILITY AND ~ CITY OF BLOUNTSTOWN CITY OF CHIPLEY FLORIDA MUNICIPAL POWER AGENCY CITY OF FORT MEADE FORT PIERCE UTILITIES AUTHORITY CITY OF HOMESTEAD TOWN OF JAY KlSSIl\1MEE UTILITY AUTHORITY CITY OF LAKE CITY CITY OF LAKE WORTH CITY OF MARIANNA ORlANDO UTILITIES CO MMISSI 0 N CITY OF ST. CLOUD CITY OF STARKE CITY OF VERO BEACH CITY OF WILLISTON Dated as of July 27, 1999 Inst No: 99011199 Oat.e: 08/02/99 Doc Stamps Pd: $.00 Inta~ Tax Pd, 5.00 DALE R ~GUTHRIE JACKSON CO, B 0 C Tlme: 11:45 y: ' . P;(K '<_0 ...--- Thl~ Instrument prepared by i (and return to). . I 0 . ~ C. ParkhdJ Mays, J r. ':;] [JV'. HOLLAND & KNIGHT 1IP' 00 ~ / 92 Lake Wire Drive d' ~ p, 0, Box 32092 Jl 'd'U -rf' Lakeland, FL 33802.209~ 1\'3b\'1Dj IN TH= RECOR~~ CJr JE:::F;::;~y K S4?I':)N CLE 91; CIRCUli CO~t-il INDIA/\; RIVER CO., FLA SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT BY AND AMONG FLORIDA GAS UTILITY I. AND CITY OF BLOUNTSTOWN CITY OF CHIPLEY FLORIDA MUNICIPAL PO~TER AGENCY CITY OF FORT MEADE FORT PIERCE UTILITIES AUTHORITY CITY OF HOMESTEAD TOWN OF JAY KISSIMMEE UTILITY AUTHORITY CITY OF LAKE CITY CITY OF LAKE WORTH CITY 0 F M.tilllANNA ORL.i\NDO UTILITIES COMMISSION CITY OF ST, CLOUD CITY OF STARKE CITY OF VERO BEACH CITY OF WILLISTON Dat(~d as of July 27, 1999 --- --- .... ---:. ../-... ~~ ' --> ("-~ TillS Instrument pn~p;lr('(i il\ (and r('turn to) C. pC! rk hill J\'1 ay~, J r HOLLAND & KNIGHT 92 Lake WIr(' ])nvp R p, 0, Box :;~O~J2 Lakeland. FL :l3H022092 SECOND AMENDED AND RESTATgD INTERLOCAL AGREEMENT BY AND AMONG FLORIDA GAS UTILITY AND ~ CITY OF BLOUNTSTOWN CITY OF CHIPLEY FLORIDA MUN1CIPAL POWER AGENCY CITY OF FORT MEADE FORT PIERCE UTILITIES AUTHORITY CITY OF HOMESTEAD TOWN OF t7AY KISSIMMEE UTILIT'{ AUTHORITY CITY OF L.AKE CITY CITY OF LAKE WORTH CITY OF MARIANNA ORLANDO UTILITIES COMMISSION CITY OF ST, CLOUD CITY 0 F STARKE CITY OF VERa BEACH CITY OF WILLISTON Dated as of t7 uly :!.7. 1999 b i=~ --i 1 "~f..=.. CERTIFICATE OF FILING r, Dorothy H. Wilken, Clerk of the Circuit Court, rift(~enth Judicial Circuit, III and for Palm Beach County, Flonda, do hereby certify that I have filed in. my office on August 2, 1999, the Second Amended and Restated Inu~rlocal Agreement by and among Florida Gas Utility and City of Blountstown. City of Chipley, Flonda Municipal Power Agency, City of Ft. Meade, Ft. Pierce Utilities Authority, City of Homestead, Town of Jay, Kissimmee Utility Authority, City of Lake City, City of Lake Worth, City of Marianna, Orlando Utilities CommissIOn, City of St. Cloud, City of Starke, City of Vero Beach, and City of Williston, dated as of July 27, 1999. L(/l. IN WITNESS WHEREOF, I have set my hand and seal this --=- day of August, 1999. DOROTHY H. WILKEN CLERK OF THE CIRCUIT COURT FIFTEENTH JUDICIAL CIRCUIT IN AND FOR PALM BEACH COUNTY, FLORIDA ~ "",,\ _-, tIlt q,'\, :,~ ~(rl'-"':"'~ ~)" "...... Y""""I 1'- . . ~ I "...: . ':-1: (Affix Seal) ~~ ~ _: ...;;I j ~~ ~';-".~." ......, '. 4- .... .... ....' ~ '4 'r ........ ~'- '\ ,( H t \ \\ _- \\\."".........- By ~~p~~72 206734v1 JoAnne Holman, Clerk of till? Circuit Court - st. LUCle County File Number:l739864 OR 800K l240 PAGE l7l0 Recorded: 08-02-Qg O~:40 P.M. Thl~ Instrument prqJ;tr"rl t1\' I (and return to): ( .c. C. ParkhIll Ma\'~, ,Jr ~. HOLLAND &. KNIGHT 92 Lake Wire DrIve P, 0, Box 32092 Lakeland, FL :338022092 SECOND AMENDED AND RESTATED INTERLOCAL AGREE:MENT BY AND AMONG FLORIDA GAS UTILITY AND ~ CITY OF BLOUNTSTOWN CITi OF CHIPLEY FLORIDA MUNICIPAL POWER AGENCY CITY OF FORT MEADE FORT PIERCE UTILITIES AUTHORITY CITY OF HOMESTEAD TOWN OF JAY KlSSIl\1MEE UTILITY AUTHORITY CITY OF LAKE CITY CITY OF LAKE WORTH CITY OF MARLt\.NNA ORLANDO UTILITIES COMMISSION CITY OF ST. CLOUD CITY 0 F ST.t\.RKE CITY OF VERO BEACH CITY OF VlILLISTON Dated as of July 27, 1999 TAUU~(lF CO~'!J:~~]'0 ~ Arl.1cle 1. Purposp; Duration; Effective Date ......,........'......,.... ') Section 1: Purpose of thIS Agreemen:t .. ....................... ,......., ,,' ') Se c ti 0 n 2: D u r a ti (J n .. .. . . .. .. .. .. .. , .. , .. . .. . .. . . .. .. .. . .. .. .. .. .. .. . , ~ Section 3: Dissolution of FGU, .......'..........................................,.3 Section 4: Li q Ule! a tion. . .. .. .. .... . .. ...... . .. .. .. . . .. . . .. .. .. . .. .. . .. . . .. .. , .. ... .. , .. :1 Section 5: Em~ct.ive Date......................................................... ',...."....,..... 3 i\rticle II. Powers..... , . . . .. ... . . .. .. .. . . , , .. . . . , , , , . , . , , . , , . , . .. , , .. . . . . . .. . . '" . . . .. , , , , , , , .. , . . , , , , , , , . , . , .. , .. , , . , , , . . -1 Article II I, Me m be rs.. '.. . , ...,.... .. '" .. . .. .. . , '" ... . . . . , .. , ..... , .. . " '. " . ........ , . . , ..... , . . . . . . , .. .. . , , , . , , . , , , , , , 7 Section 1: Membership. ....,...... ...,...,....,.........,...... ... ...,.,.... ....... ...........,.....".......",....7 Sect.ion 2: DutIes of Members. '.......,.. ,....... ...,'....... ...., .........,..., .,'..,.. " '." "',....,.,.,....., 7 Section 3: Addition or Withdrawal of Members, ..,....,............................................. 7 Article IV. Board of Directors; Executive Committee....,.........,...,.."..."".,.............,..,.8 Section 1: Board of Directors. ,.,..,..,....,......,',.....,........,.,...,.......,.... '. ,." ."'.,,, '.,. ,,'., ,.".8 Section 2: Duties of the Board ofDirect.ors...........,.................,.."...,'~J Section 3: Meetings of the Board of Directors. .....................................,..............10 Section 4: Quorum and Voting. ..,........................................................,..............10 Section 5: Vacancies on the Board of Direct.ors. .................................................11 Section 6: Bylaws, .......................,............,..............,.....,......,..,..........................11 Section 7: Executive Committee....................................,.......................,......... 11 Section f), Duties and Powers of the Executive Committee. ...............................12 Section 9: Meetlllgs by Electronic Communications. ..,........................................13 Article V. Officers ...... ....,.............. ,....~.,. ........ .....,...... ,.,.......,...... ......,...............,.,.......,13 Section 1: Number, Titles and Term of Office. ..'....'.'........'..,..,....................-.......13 Section 2: Powers and Duties of the Chair of the Board. ......,....,..,....,..,................13 Section 3: Powers and Duties of the Vice Chair of the Board..,............................. 14 Section 4: Ge neral Manager. .........,.................................,....,................................., 14 S ectio n 5: Se cre tary. ......,......,..,.........,....,......,..................................,....................., 14 Section 6:. Re signa tion. ............................,..,....................................,..........,......."" 15 Section 7: Removal of Officers. ....................,....,.............,............................... 15 Article VI, SpeCIal Projects .........,......................................................... ."",...,,15 Section 1: Srwcial Projects, ..,..........................................................,..,15 Section 2: Termination of Projects. ..........,............................................ , ",15 /U'ticle VIr. M] sce llaneous ..,......................................................................... 16 Section 1 Recovery of Costs, ......,...................................................... .,..16 SecLlon 2, /\ccurnulated Net Revenues ..........................,............. ,16 Section J FIscal Control. ..................................................... ". ....,16 SectIOn 4 Fdll1g with Clerk of Circuit Court. ,.........................,. '" . ,,16 t ':';."".: ::c ; =-1: ::~ N~, ,,:: """.':''''C- Scctlon G: -L\mendm~nt.s, ,............ Section 6: Prohibited Transactions wlt.h Staff, Sect.ion 7: SeaL.., .....,......,.........,.,.....,.,... Section 8: Effect on Prior Agreement.., Section 9: ExecutIOn in Counterparts. ..,.,.... 1 - j, 1 ~ 1 ~ 1-;- ~ II ::..~ ::(I('~ :.:: : ~ : ~I:. :<:? ~ ~i'.', ~ ~..t SECOND :\rvlF:NUJ<:ll AND !{I':ST.YI'!-:II INTEI{J,(W.:\I,f\,(;I:U.:rvlF\"1 THIS SECOND AMENDED AN]) I(I~ST.'\TED INTEI{LOC.t\L AGIU~EME~T madt' and ent.ered mt.o as of this 27th day of .July, 1999, by and among City OJ Blountstown. City of Chipley. Flonda MunIcIpal Power Agency, City of Fort Mea(h~. Fort Pierce UtilitIeS Authority, Cit.y of Homestead, Town of ,J ay, l\issimmee UtilIty Authority, City of Lake City, City of Lake Worth, City of Marianna, Orlando Utilities Commission, City of St. Cloud, City of Starke, City of Vero Beach, and CIty of Williston, and which may be subsequently entered into by assumption of the rights and responsibilities of this Second Amended and Restated Interlocal Agreement by other cities or utility authorities, commissions or similar entities from time to time, pursuant to Article III, Section 3 hereof (collectively, "Members"), WITNESSETH: , WHEREAS, Florida Gas Utilit.y was formed by lnterlocal Agreement on September 1, 1989, which was subsequently amended by the J\mended Interlocal Agreement on June I, 1992, and which was amended and rest.ated by Amended and Restated Interlocal Agreement as of tJ uly 1, 1996 ("Interlocal Agreement"); and WHEREAS. the parties to the Interlocal Agreement have agreed to modifications to reflect certain agreed upon changes thereto; and WHEREAS, in addition and supplemental to their other powers, the undersigned parties, pursuant to Chapter 163, Part I. FlOrIda Statutes, as amended, commonly known as the "Florida Interlocal Cooperation Act of 1969," are authorized and empowered to cooperate with each other on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of government organization that will accord best with geographic, economic, p~pulation, and other factors influencing the needs and development of local comm unities. Now, THEREFORE, IN CONSIDER.ATION of the mutual benefits to Oow to each other, and to the citizens of the St.at.e of Florida, and 10 consideratIOn of the mutual covenants, promises and agreements herein contamed, the Members hereby agree with each other to amend and restate in its entirety the lnterlocal Agreement by this Second Amended and Rest3t.ed Interlocal Agreement (herein. the "AgT(~ement" or the "Interlocal Agreement") as follows: : t :0,,, _ ,\ J:TtU.F J hJ!L:g!~:L~.t;~J1W1-~[l(~.;. r~I'TE( ''('I \ I, l)\ T F ~I':JJJD:-\ 1 ~EJIJil~)_:iI> II): TILI_~.~(;J{Et~~'U\l\'T, The puq)()s(' of Lhis Agreement IS to crc~at.e a legal (~ntity conSL!(\Jl.111:: :1 public body corporate and pobt.ic under SectIon ]6:-UJl of Chnpter IG3, Pan I Florida Statutes, as alIl(~nd('d, composed of the Ml~mbers, Lo be known as V]orld:J Gas Utility ("FGU") FGU IS formed to undertake the acquiSItIOn, fInancing, consLructlll~~ managmg, operating, delivering, servIcmg, utilizing, owning, brok(~nng, exchanging, and distributing natural gas, manufactured gas, fossil fuels or ()Lh(~r energy and energy sources and interests therein, present and future, of whatcv(~r kind or nature, and to exercise all of the powers granted by this Agreement, elt.her within or without the State of Florida, FGU shall be governed by a Board of Directors and Executive Committee as provided in Article IV. FGU, as directed by its Board of Din~ct()r'i shall adopt bylaws, rules, regulations, policies and procedures to govern its actwns and procedures. ~ It is not Lhe purpose of this Agreement to transfer ownershIp ()f an\ existing facility from any Member or other entity to FGU, Section 2: Dura L_iQQ, This Ar.,'Teement shall continue in full force and effect, unt.ll Irs termination as provided herein, subject to the right to rescind this Agreement and dissolve FGU as provided by Section 3 of this Article I; provided, however, that termination hereof shall not occur earlier than the date all bonds, notes or othn evidences of indebtedness of FGU and the interest thereon shall have been peud In full or adequate provision for such payment shall have been made in accorrl:1 ne(' with the 'instruments governing such bonds, notes or other evidencc:~ (If indebtedness and all ocher contractual obligations undertaken by FG L aU obligations and babllItws, and all liens, charges and encumbrances to w hleh property of FGU is subject, shall have been satisfied, released or adequiHch provided for; however, any Member, by written notice to FGU and each of the. ()rlWI Members, may terminate its participation in this Agreement sub.wet t(l th(, continuing obligation with respect to any contractual obligations undertake'Ti b\ such Member, IIlC]Uc!lIlg any oblIgations with respect to a gas services agreement, a gas supply contriict or a project support contr3ct between such Member and Fe l- Or any similar COlltract oLltstanding from time to Lime, as such contracts n);1\ Iil' amended or supph~nH'I1t.('d from time to timc ~ _ r: - . 2 ~ - ,\1,- Section a: DissolutIOn of FGU, TIlls Agreement shall C(JntmlH~ Ifl full r()rCl~ and df(.('(, and Fe; L -;:LllJ continue to possess tbe powers herein conferr(~d upon It, until tll(' partIes shall h;1 \'(' rescinded this Agreement (in accordance with this SectIOn ~n or It shall lermll1;lte with respect to aU Members (in accordance With Section 2 of dus Article I) 'Any such terminatlOn or rescission of thiS /\g[(~ement shall constitute a dissolutIOn of FGU. Rescission or termination of this Agwemcnt by all Mem bers may only be accomplished by a writing or writings executed by each Member and approved by resolution of each Member's governing body. In no event shall this Agreement or the powers herein granted to FGU be rescinded or terminated until (a) all bonds, notes and other evidences of indebtedness of FGU and the interest thereon shall have been paid or adequate provision for such payment shall have made in accordance with the instruments governing such bonds, notes and other evidences of indebtedness and (b) all contractual obligations undertaken by FGU, all obligations and liabilities, and all liens, charges and encumbrances to which property of FGU is subject shall have been satisfied, released or adequately provided for, Section 4: Liquidation. II I Upon dissolution of FGU, the Executive Committee, under the superVISIOn of the Board of Directors, shall liquidate the busmess, assets and property of FGU, as expeditiously as possible, and all property of FGU, real, personal, tangible and intangible shall be distributed (a) in the case of property constituting a part of a project of FGtJ, to the Members participating in such project and in the manner set forth in Section 2 of Article VI hereof, and (b) in thf case of all other property of FGU, distribution of the assets will be in accordance with a plan of dissolution approved by the Board of Directors, Section 5: Effective Date. This Agreement shall take dfect immediately upon itS being fIled as provided In Section 163.01(11), Florida Statutes. : - ~ - -" . 3 c - - ': 1_'. ".. ~ : .: : .. ~~I . ~ \0 : L\Jil'l( ':L.J;; IJ-"-L(L~r E 1~; In order to ;lccompll."h the purposes s('1 (lut ;1l10V", FC;U ~;hdll il;!\' ,'I pow()r, Llpon action tak(~n by lIs Board of Directors, as may be delegat(~d II !i. Executive Committee by such act.ion, by its bylaws or by tlw powers gran1(~d III ,:11:" Agn:ement to: a, Make and enter into contracts 111 its own name WiLli Its Members, the United States, t.he State of Florida, foreign states or count.rws, ()L1wr public agencies and int.erlocal agencies and persons, both within and Without rill' State of Florida; b, Acquire, construct, obtain, receIve, purchase, Jc~ase, sublease, import, hold, own, use, operate, manage, maintain, pledge, hypothecate, improve, retain, dispose of, sell, donate, trade, transfer, deliver and conwy real property and both tangible and intangible personal property inside and outside the State of Florida; c. Acquire, plan, finance, construct, obtall1, reCClVe, purchase, lease or sublease any property and acquire by lease or sublease any property and cause the rentals paid to be certificated and sold, share cost or hold, own, use, operate, manage, maintain, pledge, hypothecate, Improve, retain, dispose of, sell, donate, trade, transfer, deliver and convey any joint supply project or projects and any and all facilities, including all equipment, structures, machll1ery, and tangible and intangible property, real and personal, useful or incidental to explore for, produce, manufacture, acquire, receive, purchase, contract for, own, use, consume, possess, insure, store, transport, transmit, dispatch, sell, convey, broker, trade, exchange, interchange, deliver, distribute, import, export, encumber, pledge, engage in commodity swaps and otherwise deal in natural gas, manufactured gas, fossil fuels, and other energy and energy sources and interests therein, presenr and future, of whatsoever kind or nature (collectively, "energy"); d Acquire, obtain, maintain, hold, own, or dispose or any interest in natural and manufactured gas, fossil fupls and other ener~ry by exploration, production, lease, manufacture, importation, purchase, trade. COI1U8.ct, franchise, futures contract, exchange and interchange; e, Dispose of supplies of natural and manufactured gas, fossil fuels and other energy by use, consumption, sale, gift, trade, export a rICHl, contract, futures cont.ract., exchange and interchange; purchase. transmit, f. Explore for, produce, contract for, own, use, consume, hold, disp8.tch, s(,11. convey, broker, trade, man ufacture, acquuc, rC'U'lve, possess, II1surc, store, transport, exchange, lllt.erchangc; deliver, ;:~~ -"':":.: ~=: ~'( '::='..,,:~,: 4 distribut.e, 1mport, 0.Xport, encumber, pledge and ot.hcn\'lsc' deal 111 I1d Ill:;tl .. manufact.ured gas. fossil fuels, and other eneq,,'}' and iI1t,(~rr'st.s tlwn~lO, pl'.'~;"Jli ::11(1 future: g, Investigat.e the desirability of and necessity for addll1ol1al sources of nat.ural gas, manufactured gas, fossil fuels, and other energy, and transm1ss1on facilities therefor, and make studies, surveys and estimates as m ,j\ be necessary to determine the feasibility and cost thereof; h. Acquire, purchase, lease, rece1ve, trade, construct, manufacture, own, hold, use, operate, manage, maintain, repair, exchange, sell, donate, pledge, hypothecate, transfer, deliver, and convey facilities, systems, apparatus, devices, plants, conduits, pipelines and other real, personal and intangible personal property for the exploration, production, manufacture, importation, storage, transportation, transmission, purchase, receipt, delivery, distribution, sale, exchange and interchange of natural gas, manufactured gas, fossil fuels, and other energy; ~ i. Acquire, purchase, own, hold, use, broker, lend, borrow, aggregat.e, disaggregate, pool, relinquish and transfer rights, allocations, franchises, licenses, privileges and choses in action entitling the holder thereof to purchase, store, receive, transport, exchange and deliver natural gas, manufactured gas and fossil fuels and other energy in pipelines; j. Cooperate with other persons or other entItles, public or private, in the development of sources and supplies of natural gas, manufactured gas, fossil fuels, and other energy, and transmission facilities therefor, ~nd gIve assistance, financial or otherwise, in any such development; k. Apply to any person or entity, public or private, for consents, permits, authorizations or approvals required for any project undertaken in accorda~ce with this Agreement, and to take all necessary actions to comply with the conditions thereof; 1. Enter into interlocal agreements with other entmes, whether or not created by interlocal agreements themselves, if such agreements are useful in the furtherance of this Agreement, to the extent permissible under FlOrida law; m, Acquire, hold, use, pledge and dispose of any ur ~tll rec(~lvables, Income, revenues, funds and money: n, Incur debts, liab1lIties or obl1gations which do 110t constItute debts, lIabilIties or oblIgations of the Members. unless specifically agrped ~-~ ~) -- .~':. :-:I-f"/~~~~ h\' :,U(.'11 Mt~mbC'.r:c. and, Lo U1I' pxl!~nt. p(~rrnl~~sJbk Linder Florid.! :;1\\ ~:::I :~'. l1lort~:lgC' or s(~cunty inLen~sl IT! property acquln~c1 t.hrough loan jlJ'()((",'d. i)J(l\'lll 'c: tlL11 without (~;I(:h Mpmbpr's (,Otls(~nt.. It shall ll<' n()l1n~c()urs(' \I\ILh rl''';f)(T: I.',' ,lll II tvl (' 111 h~' rs. o ~=st.ablish, operat.e and manage a pooled Juan prOJeCl or prOI('eLS for utdlZal.Jon by FGll or Its Memuers or oth(~rs duly (luthorl/,(~d I,.\, F(;l~ p, Exercis(! all powers in connection WIth the authorizatIOn. issuance and sale of bonds and bond anticipation notes as are confern~d by Sectlo!l 163.01(7)(d) of Chapter 163, Part I, Florida Statut.es, as amended, and any other applicable provisions of law, and by any such other applicable statute hereafter adopted, which may include interest rate swaps, collars, caps and other derivative products; q. Invest money of FGU not required for ImmedIate use, including, but not limited to, proceeds from the sale of bonds, in such obligations, securities, and other investments as authorized by the investment policl8s of FGlJ, any applicable laws and any applicable provisions of any bond resolutIOn or ot.her instruments governing the fund or funds in which the money is deposited; ( authorized by 1a w: r B~xercIse the power of eminent domain, In tne manner s, Impose fees and charges necessary to dIscharge Its duties and obligations hereunder, and adopt such rules and regulat.ions, policies and procedures and enact bylaws to implement the powers and authorities f:,TTanted hereby; t. Procure msurance from such insurers as it deems desirable or to self insure, or both, against risk of loss or liability In connection with its property, operatIOns or assets; i u Employ, engage, discharge and compensat.e agent::; employees and mdependent contractors; v Sue and be sued in its own name; w, Enforce all rules, regula Lions, policies and proced.ure,; adopted un.der t.he authOrIty of this Agreem(>nt. indepenclent.h' or WIth the a~;sistance of" lll(' Mc'mhf'r;;, and resort t.o an\' nr'cessary legal process for lhls p II rpus(': () - - ~ :..:" . - liC' . .::, t- ... '.: ~': x (;r;1l11 Il1del11nlflca1.J(Jn t.o I(,c.; Dln'nors, m(1111)('I' (I; I: !':;';('ClllIVe Commlt,l.e(', (1111('1 commlt.\.(~(~S, (JffIccr~" ;l~('nt.s ;Ind cmplov('1' ii, ill (';';[1'111 p('rmitt.ed by 1,,\\ ;111<1 III t.ll(' 1l1([lllWr set ['orth III II.S bvlaws, and ,Y Ex('rclse all such other powprs Incidental and u:.;dul t(l t.1ll! fUrLherance of the purposes or t.lllS Agreement and t.o t.lw exercise of t.he pOVd~r.', sp('cdj(!d herein. and \vlllch \.h(' Members mil)' ('XprCl~;(' 111 theIr Individual capaCitIeS, and any ot.h(~r pow(!rs conr('rred pn~s(!ntly or in t.he future unch~r t.h(~ laws of Flonda. ARTICLE III. MEMBERS $.~ction 1: Membership: Members shall be entitled to representation on the Board of Directors and wIll be entitled to vote as provided herein, Section 2: Duties of Members, (~ To accomplish the purposes of this Agreement, the Members respectively and mutually agree with each other to comply with and abide by aU policIes as may be established by the Board and operating procedures as establIshed by the Executive Committee, Membership in FGU shall not impair any Member's right to contract with third parties outside FG U for sales and purchases of gas or other energy, except as may otherwise be agreed by any Member. S0J;::tion 3: - Addition or .Withdrawal of Members. New Members may be added to FGU as provided below, as otherwise provided by the bylaws, or as may be provided by the Board, 1. A prospectIve Member must be a public agency as defilwd b\ SectIOn 16;:3.01(2)(b), Flonda Statutes, and quali(y for membership under SectIOn 163.01, Florida Statutes, as it may be amended; 2. A prospective Member must execute a document of assUmptlOn of all rIghts and responsibilities as are set forth In this Agreement; 3. A prospective Member must execute a gas services contract \\'lth FeU r~ranting to FGU the approprIat.e powrr<..: to enable FGU t.o p~~rf(Jl'm "L!H' services which the Member desires to rC'c(:'IV(~, 7 : i - . .:: ":J. ...._ 'I .\ prospc'ctive Member must he ()cccpu~d for rnclIlh('r';~i; il\ ;!~ E:X('CUi 1\1' (:()lllnJILI(~(' which will he e[fect,iv(' ;11'\,('1' fifll'c'n (1 ;-1) hllSIrI('Sl.; d;l\ \\:'li i',': 11011U' ill 1111' l-',(lltre! of Uln~ctors; and ,-I f\ proS[JPctive Member must ;q;n'(' (.0 /I,IY It.S costs Il~ Illcllrri,:~! pUrSlI;lnl. Iu (.11(, sch(~dule of rates CIne! charg(~s as l~s(.(Ihl1shed by th(> l~oarcl of Dlr<~n()r';. dll' I':X(-CU(.IV(' CommllLc'(' or as o1.lH'rwlsc! pn)vle!pc! h)' this Agn~(~I1l('llt Any Memuer may resign as a member of FGU as provided In Llll--: Agre(~menL, In the bylaws or as otherwise authorized by the Board, subject to such further n~strJcti()ns or to then existing contractual obligations imposed upon such Member or as shall otherwise be agreed to by such Member and FGU, f UPOD compliance with the provisions for resignation as provided herein, in the bylaws and pursuant to all applicable regulatory requirements, and to the extent permitted by law or regulations, and as otherwise provided by the contractual obligations of the Members, including gas services agreements, ga::; supply contracts. project support contracts or similar contracts, or other contrac:tua I agreements between or among some or all of the Members, FGU will transfer en cede back to t.he departing Member the transportation entitlements that. thE' Member transferred or ceded to FGU as well as the Member's proportional share' of any new entitlement.s secured by FOU for all FGU Members, subject to 1.11(. proVlsioDs of any agreement between the Members and FGU Such resignal:!on wdJ not (~xt.mgUlsh t.he Member's obligation to make payments t.o FGU for aU expens(;:, and contractual obligations incurred by FGU for the benefit of the Member as provided herein, and for such other obligations as shall be agreed to by such Member and FGU AHTICLE IV, BOARD OF DIRECTORS: EXECUTIVE COMMITTEE S(~ctl()l}_L__uuuBoarci2J Directors. The Board of Directors shall be composed of om' Director from each of the:: Me ill bel'S, from which the Board of Directors shall elect a Chair who shall serVE' at the' will of the Board of Directors, The appomtment of a Director to represent c. Membpr shall be determmed by the governing body of each Member. An alt.ernate' DJrC;cLor may also be appointed by each Member who shall serve in the absence or inability of a Direct.or to act or serve at any time during that Director's term Th(. appoll1Lment. of il Director and an all.ernate Director shall he made 1/1 {'ormal Sl)~;';lOI\, shall be rc~Oec:t.ed in the minutes of t.he meeting of such Member and a cerflll,.d copy cJ!..;uch (-Vidence of appointment shall be pn1vlded t.o FCl' Each [)1T'('clnr and alU'rlldtc- Director shall serve at t.he pleasure or the governmg body uf Lh(, f'l's!wnIV(- Clppollltlllg Mpmber and m;'luV be rc'movc.d ;\:' Dlre-clol' and alternar', ~ _ t u u . I:) -' . :.. : rhrector at any ume by act.lon taken wIth Llw S;lnl(' fOI"Il\;liIIY dS thc' ;lIJjl(lllii 111"!li ilnd with t.hf' seune such notice t.o F(;U In cas(' of' rc'lTlo\'al of a 1>11""(11)1 I"i(,!~ C(nnp!c'L\on of the t.erm ()f sllch Dln'CLor, lInl~ss the a]lvrna(i.! DIITClW'-;/I;t!! 11(' available t.o serve, a SUCCf'ssor shall h(~ appoInted by Ltw fvl('mber tu ,'-;('1"\'(' for l he balance of t.he U!rm, [n che ev(!nt that a Dln~ctor has lH'cn n~moved, ch(, etll(~ln:l1(' Director shall serve untd ;\ SUCCC'ssor Dlreccor has h('l~n duly appoint.r~d Tlw Il1(~Il1bershlp of lhe Hoard shall be known as t.h(: 1<"ol"lda C;as Ut.ill!\ BOrIn! of' DIrectors, h(~relll called t.lw "Board" or "Board of I)ln:dors" or an mdivldu:d memlwr may be known as a "Director." The ExecutIve CommIt.Lce, herein 'ExecutIve Committee," shall be selected by the Board of DIrectors as set forth in Sc~ct.J(m 7 of tllis i\rticle 1\1. Section 2: Duties of the_Board of Director0' FG U shall be governed by the Board of Directors, subject to the powers and authorities delegated to the Executive Committee by this Agrc(!ment, the bylaws, or other action of the Board. The Board shall select the Chair in accordance with Lhe voting procedures specified below and may replace tbe ChaIr by designating a new Chalr. The Board shall establish policies and adopt bylaws necessary to accomplish the purposes of this i\greement. The Board shall also approve the annual budget, however the ExecutIve Commlttee may approve any amendments to the annual budget to be effect.ive aft.er fifteen (J 5) buslnes:s days written notice to each member of the Board of Directors of such proposed revision, together with a copy thereof Any change to thIS Agreement, the schedule of fees and charges, the membership policy included in the FGU bylaws, the adOptIOn and amendment of the bylaws to carry out the intent and purposes of thIS Agreement, and the issuance of any bonds, notes or other such debt obligations of FGU, other than current operating indebtedness shall be approved by the Board The Executive Committee may carry out the issuance of such debt obligation~ afrer initial approval by the Board. . The Board of Directors may by general resolution, delegatC' to the Executive Committee, powers in addltion to the powers set forth in this Agreement and the bylaws, it being the general intent of the bylaws and this Agreement that the Executive Committee shall be responsible for the executive duties and general management of the busmess, operations and aUairs of FGU, The Direct.ors may, by actIOn taken at a clul,)' called Board llH!C'ting, however, revoke tlw delegatIOn of authority.' for any proposed action by t.he ExecutIv(> CommIttee, includmg acldlti(H1 of new Members, appro\'al of amendment~ to the' annual budget and (ICCC'pl:IIl('(' of [he annual audit. ~) ~s~u i( 1.11.;';___~1 PC tlQg~J2t.~b(:JJ()~~ r:cL~Ln ~I~~(: L()J" ~.' The ChaIr's funcl.1on will he 1.0 c()l1dIH'l ;tll IILlsmess n1('C1JII~- (I; lilt 1-;0;11'0 ilnd preside over meetings of the Ex('cutiv(~ C(11l11l11tt.c'e and 1.0 p('lf(llil1 (1111<'1 ;!ctlvltic's as directed by the Board or as provid('d by tl1(' h~llaws, The Board shall meet. at. least. ()IW LinH' pl'r y(~ar in accordance wlt.h illl' bV];IWS Additional Board nwC'tings may be c;lll('d b,' I.lw Chair or at the r(~qll('c.;i of a t h~ast four (4) Directors, Section 4: Quorum and Voting. A quorum for the purpose of transacting busll1cSS of FGU by the Board shall be a majority of the voting rights of all Members, The vote of at least. sevent.y per cent (70%) of the voting rights of those Din~ct(jrs who are present, in person, shall be necessary to decide any question. The weightc~d votes to be exercised by the Director for each Member shall be det.ermined in accordance with each l\1ember's percentage of total annual firm gas transportation entitlements assigned t.o FGU, together with the other votes accorded to each Member, in each case, a~ set forth below: -,j L Membership in FGU will entitle each Member to one (1) vote, 2. If any Mem ber has ceded or transferred all of its furn gas transportation entitlements to FGU and if the annual amounts of its firm gas transportation entitlements ceded or transferred to FGU through aggregation, as a percentage of the total of the aggregated annual firm gas transportation entitlements of FGU, is equal to or less than five (5%) per cent, then that Member will he entitled to one (1) additional vote, for a total of two (2) votes. 3. If the percentage of any Member's annual firm gas transportation entitlements transferred or ceded to FGU is greater than fivE: (5%) per cent but less than twenty (20%) per cent of the t.otal of the aggregated annual firm gas transportation entitlements of FGU, then that Member will be entitled to two (2) additional votes, for a total of three (3) votes. 4. If the percentage of an}' Member's annual firm gas transportation entitlements transferred or ceded t.o FGll is equal to or great.er than twenty (:20%) per cent of the total of the aggregated annual firm gas transportation entitlements of FGU, t.hen t.hat. Member will be entit.led t.o three (3) addltlOnal voLes, [or a total of four (4) votes, :'"_!" v......:.: :_:.: 10 ~l=.. .t. _:..... _...,. :\Icmhc.rs nul r~celvlllg itcldlL!O!l;tl \'(Ii~'- uncll'l' !I;:I';I~:~;;..:: and/ol' 1 ,..;hall 1J('v(;rl.lwh~s:.; be: t~ntitled tu one ;lddlll()!lJiI VOl(- d' :i;ll: ,I' ;1';"1 conl.ritel:'; wlt.h Fe; l' to purchase' all oj' It.~ gas f('CjUlrCllWnL.l, for such I\'kl1ll", ' In no ('vent shall any Member have l(;ss than om' (11 \(11" !)(Jr more thim ((HII' (!1) vo\.('s, Sec:llQIlJ2:. \i~C;111~1J.~)'..(~I.U.Jl{~ Hoard of Directors Any vacancy on the Board of Directors shall be filled by the Member who appointed the Director by written notice to FGU (Attention: the SecrPlaty) in accordance WIth t.he provisions of Article IV, Section 1 hereof The filling of any vacancy on t.he Board of Directors shall be effective upon receipt of such notice Section G :__.l?..Y11 v,..'..,,'i: The Board of Directors shall adopt bylaws governing rules of (mlcr and other subJC'cts required for the conduct of FGlJ's business in (j m;llll)('r not inconsist.ent. WIth this Agreement. ~ Section 1__ EXQ~.:..t.l..t.!~(~Committee. Th(. Board of Directors shall select the members of the ExecutIve CommIttee and one (]) alternate member of the Executive Committee, hased on nominatIOns from a nominating committee selected by the Chair and on nominations fi'om the floor, Each member of the Executive Committee and the alternate shall be a Director. Members of the Executive Committee shall be subject to recall by the Board regardless of whether or not the member's term has expired. The terms of the initial Executive Committee members, subsequent Executive Committee members and the method for recall of members shall be as designated in the bylaws The Board shall select, recall and replace members of the Executive Committee in accordance with the bylaws. The Executive Committee .shall be composed of the Chair of the Board, the Vice Chair (each of whom may be selected from any Member classification), two (2) Directors representing municipal gas distributors (LDes), two (2) Directors representing municipal electric power generators. one (1) at. large Director and one (1) alternate Direct.or (each of whom may be selected from any Member classification) Members of tbe Executive Commirlee shall serve at the will of the Board, The Executive Committee shall meet at least. one time per quarter or more often if necessary upon call of the Chenr, or upon rl'quest of two (:2) or more members of the Executive Committee, Am such meeting may be cancelled as provided in the bylaws Five <.='>) members of the Executive CommIttee shall constitute a quorum Each member of the ExecutlVe Committee will hav(' one (1) vote and the vote of a majorit~, of those members of the 11 :- ~ - - - - - 1:- Ex(~cutJ\V (',ummiu(;(' whu an~ pn~s('nt srl:111 III' 111'l:(;Ssan 1(1 dvc'l(i( :11'\ ::1' :1-:'; The alternate. oH'mher of the EX('ClltJ\'(' (~('1l11l111l('(' w1l1 not ,";Cl"\,(' ::' I!I' :!:II,': excepL Lo rIll ;lIlY \'aC<ln('~' on th(' Execlll.1vc (~(llTlllll\.1('(' fur tlw rc~lll;ljlld('1 'Ii i"I'!]: of;1 c!('fJ;ulIng memher 0(~CtJ5}llJi'_u~D_Yl!G.~ and Powers of the Ex~cl!Uv(, Committ.c!p, ~ The Executive Committee shall have the authority to m;lnagc tJl(~ executive and business affairs of FGU directly or through a contract with CI Member for management services, or through a combination of dirc~ct management and contractual services. The Executive Committee shall have aU of the power and authority granted by this Agreement and as provided by the bylaws or oC])(!r action of the Board, and not reserved exclusively to the Board, The Executive Committee may make revisions to the annual budget for FGU which will be effective after flfteen (15) business days written notice to each member of the Board of Dln:cto1's of such proposed revision, togeth(~r with a copy thereof. The Executive Committee :,h;)ll (!stablish all operating procedures necessary to conduct the daily business of FG U and shall have the authority t.o approve all cont.racts on behalf of the Board and tu delegate the approval of operational contracts as necessary to fac:1l1tate the daily business of FGU. The Executive Committee shall approve all operating procedures used by FGU in carrying out its duties and obligations. Th(~ Executive Committee shall have the a uthorit.y to direct the Chair of the Board or th(~ General Manager to execute all contracts approved in accordance with this Agreement or the bylaws and to direct FGU's staff to execute all operational cont.ract~ whether :,pccifically approved by the Executive Committee or approved by staff 111 accordance with operating procedures established by the Executive COmmlLtee. The Executive Committee shall appoint a General Manager for FGU subject to approval by the Board of Directors. The General Manager may be a direct employee of FGU, an employee of a Member providing management services under contract. t.o FGU, a contract employee of FGU or a contract employee of a Member providing management services under contract to FGU. The General Manager may select or hire agent.s or employees as the Executive Commlnee may from time to time determine to be necessary to follow the policies of the Board, but except for the General Manager, the Executive Committee shall h;H'(' nCi direct supervisory aut.hority over any direct employee of FGU, any empluyee oj d i\lember provIding management services under contract to FGU, or any contract ('m!)lo~lee of a Member or FGU The business and affairs of FGU shall be managed by 1 hr' General ,1\,1;1 n;J~~('r undc>.[ t.he general dIrection of the Executive Commltt.ee through the Chau ill :1r:c'()rc1anCc \vlth po]ici;.~:; established by the Board of Directors, and suhJect to the H'stnnions imposed by law and t.his Ag[eemE~nt. The General Manager shall "Ie; . , - - , 12 :-. t .." _'... 1"('('('IV(' cllJ'(:cLlOl1 from t.lw Chell)' on hehalf of' t.lw 1::,\(,('Ul.l\'(' CommlLlce hut <i;d: :i , ),t'C~~IV(' cl1recl1onfrom (lny smg!c m(~mh(')' of' 111(' EX(:CUIlVl' COmml!ir'i, .. ;'.:'\',i' through the ChClir The ExecutIve Committee may accept. and disburse funds for Fe l' Wl behalf of the Board which are appropriated t.o FGU (~ithef by any governrn(\l1\.al body Of (yom w hat.ever source The Executive Committee may apply for and receive grants and donations of all kinds on behalf of FGU, and It. may expend all such funds for any lawful purpose consistent with the general purposes and policy of the Board. Section 9: Meetings bv Electronic Communica tions, Meetings of the Board of Directors, except for the Annual Meeting, and meetings of the Executive Committee may be held by telephonic conference call or other electronic communications by means of which all persons participating in the meeLlI1g can hear the other at the same time, Participation by such means shall constitute presence in person at a meeting. ARTICLE V. OFFIC!~W:; Section 1: Number. Titles and Term of Office, The officers of FG U shall be a Chair of the Board, a Vice Chair of the Board, a General Manager, and a Se~retary, and such other officers as the Board of Directors may from time to time elect or appoint or as provided by the bylaws. The Chair, the Vice Chair and the Secretary shall each hold office for a term of two (2) years or as such term may be extended by the Board of Directors until such officer's successor shall be duly elected and shall qualify or until such officer's death or until such officer shall resign or shall have been removed or as shall otherwise be provided by the bylaws. The Chair and Vice Chair shall not be entitled to serve a successive, consecutive term after serving for two (2) consecutive terms of two (2) years each. The offices of General Manager and Secretary may be held by the same person, Except for the Chair and the Vice Chair, no officer need be a Director. Section 2: Powers and Duties of the Chair of tb.L_Board The Chair of the Board shall preside at meetmgs of the Board and the Executive Committee In the event the Chair cannot be present at a meetlI1g, the Vice Chair shall perform this responsibibt:., or 111 the absence of the Vice Chair, another Director designated hy the Chair, or Vice Chair, as the case may be, shaU pre~,ide The Chair shall have the power and alllhorit~, to execute all documents on -.; ii .::. . - ...,-- - .. - - - ~ 13 "I ~ : : . behalf of ;!!J(l rJll1d FGU for aU lawful oblIgatlollS, and sh:dJ 11:1\',' :111 (II II'" and authorll.i\'s ~ral1Led t.o t.he G(~neral Manager SectjiDJ_;i,_ I~(l\\,\~rs and DutiE-~s of th(~_Yice ChH.ir of the B()~U5I The Board of Directors may appoint and assIgn an~as of resjlonslillill,\' t.o the VIce Chair of the Board, and, in such event, and subject to Llw (J\(':'all direction of the Chair of the Board and the Board of Directors, the Vice Chair of t.h(~ Board shall lIe n~sponsible for supervising the management of t.he affairs of FG U assigned to tlw Vice Chair. In the absence of the Chair, or in the event of the Chair's inability or refusal to act, the Vice Chair of the Board shall perform the duties of the Chair, and, when so acting, shall have all the powers of and uc subject to all the restrictions upon the Chair, Further, the Vice Chair of the Board shall have such ot.her powers and duties as designated in accordance with the bylaws and as from time to time may be assigned to the Vice Chair of the Board by the Board of Directors or the Chair of the Board, Section 4: General Manag(~r-= ~ The General Manager shall be the chief executive officer of FGlJ and, subject to the general direction of the Executive Committee and in accordancr' with its operating procedures, shall have general executive charge of the properties, business and operations of FGU with all such powers as may be reasonably incident to such responsibilities, shall execute all leases, contracts, bonds and other ('\'](18nc(' of indebtedness and other obligations in the name of FGU and shall have such other powers and duties as designated in accordance with the bylaws or as are from t.lme to time assigned or delegated to the General Manager by the Executive CommIttee Section 5: Secretarv. The Secretary shall keep the minutes of all meetings of the Board of Directors, the Executive Committee and all other committees of the Board of Directors in books provided for that purpose; shall attend to the giving and serving of all notices in the name of FGU: shall have charge of the books and papers of FGU as the Board of Directors may direct, all of which shall at all reasonabl(~ times be open to inspection of any Director or any other person, subject to the requirements of law, upon application at the Chair's office during business hours: shall have such other powers and duties as designated in the bylaws and as from time to time may be assigned to the Secretary by the Board of DirecLOrs, the Chair of the Board, and the Vice ChaIr of the Board; and shall in gcnn(ll perform all acts incident to t.he office of Secretary, subject. to the control of t he Board of Dlrccwr:;, the Chair, or the VIce Chmr. 14 =_F . - . - --:- .- . .. - - -. ~~ ,=. .,:: : : .. i:. : :_.. : S(>g1iUL(i__ _ .I{~~jg~!l<ILI_~~!}-, /\n)' officer may at. allY Linw rc'slgn IllS ()fflu' fjY the drdJv('J'\ ;1 f(lslgnalIon 111 WrILlng to FGU (/\t.tr~ntion: the S(~crr~tary) Such resignation ,,11;d: !J(' effectIve UpOIl receIpt or such later time as FGll shall approve, and ;1<:(:(')>1:1'1::(' thereof shall not. bc' necessary t.o make it effective unless it so states, Section 7. I~~Jl!QYiIJ (~f Officers. the bylaws, Any ()ff1c(~r may be removed from office at any time in accordallce wit h ARTICLE VI. SPECIAL PIW,TECTS Section 1: Special Proiect.s. ~I The Board may agree to undertake a project involving investment of capital, other than minor capital expenditures, and for the investigations of the desirabihty of establishing a project or taking other action ("Study ProiC'ct") and may elect to establish a separate budget or budget.s for such projects. /\11 Members shall be afforded an opportunity to participate on an equitable basis in any projc:ct and the Board may permit other public entities to participate. When a pro.WCl is operational, if less than all Members, or if non-members, are participants, FGU may maintain a separate subsidiary operating account on each such project which will demonstrate the financial relationship between the project and FGU's gellC::ral operating budget. Special projects shall be implemented and carried our as provided by the Executive Committee. Section 2: Termination of Proiects. Upon the termination of any project of FGU (other than a Srudv Project) and after (a) all bonds, notes or other evidences of indebtedness of FG l: with respect to such project, and the interest thereon, shall have been paid or adequate provision for such payment made in accordance Wlth the provisions of such bonds, notes or other evidences of indebtedness. and (b) all cont.ractual obligations undert.aken by FG U WIth respect to such project and all liens, charges and eneum brances to whJch the properr,)' constituting a part of such proJect IS subJect shall have been satisfied, released or adequately prO\'lded for, :-: "'Oo/'.;~< ... ~ . -- , '- 15 ,L4C. I~.;~ =:' ...' -..... then aU propC:!]"ty, n~al. personal. 1.angibl{! and lI1LlIq;J!dl' of FGL; con.';ulullllg ;; };<1", of such project shall promptly be- dIvided among and dls1.ribu(,(~d t.o Llw )ldrlY'~ paniClpatmg in such project In Lf](! proportion t.hat (!ilch part.y's partlCl)lclLlOI1 III such project b(~ars lo the participa lion of all part.i(~s participa LIng in such r;rO]('Cl or in such other manner as such parti(!s shall agree AB11r.L1~ V II. MISCELl.~6}~]~~c.)_~1_0 SectIOn 1: Recoverv of Costs, FGU shall be a not-for-profit entity, whose actual operating costs will be reimbursed by the Members and customers in accordance with policies adopted by the Board. In addition, each Member will he obligated to reimburse FGU for its share of all gas or other energy supply, transportation and other costs incurred by FGU for the primary benefit of such Member in accordance with the bylaws and policies adopted by the Board. Section 2: Accumulated Net Revenues. I ~. After all expenses and obligations of FGU are provided for, any surplus revenue over and above expenses of FGU and any reserve fund established by the Board and funded by the budget will be proportionately returned to the Members or other entity in accordance with the bylaws and policies adopted by the Board, or as provided by any bond resolution or trust indenture adopted by FGU for the issuance of bonds or other indebtedness. Section 3: Fiscal Control. FGU shall maintain its financial records in accordance with generally accepted accounting principles. An annual budget shall be adopted by the Board. All financial activities shall be audited by a certified public accountant at the conclusion of each fiscal year. Members shall be furnished copies of the annual audit and all other financial records they may from time to time request. Section 4: Filing- with Clerk of Circuit Court. A copy of this Agreement and all subsequent amendments thereto shall be filed with the Clerk of the Circuit Court of each County in which each of the Members is located and wirh such other agencies of the State of Florida as mCl~' be required by law. ~~t 16 SEe ~~~. -- .. SectIOn :) Amendments. This Af:,Tfeement may he amended when imtiated by any DJr(T\(ll il,\ notifYIng the Board and providing the text of th(~ proposed change in writing ((> 1Iw Board at least twenty (20) busines~ days prior t.o a vote thereon, No pro)J(Js(~d amendment shall be effective unless approved by a weighted vote of seventy. per cent (70%) of the Member votes of FC U as specified in Article IV, Section 4 hen~of Section G: Prohibited Transactions with Staff Except for routine communications dealing with service personnel pursuant to gas service or supply agreements, no Director, member of the Executive Committee, in each case, except for the Chair, or Member shall give orders or directives to the staff of FGU. Section 7: Seal. The Board of Directors may adopt a seal of FGU and shall have the authority to change or alter such seal. Section 8: Effect on Prior Ag-reement. t This Agreement amends in its entirety and supersedes and shall take the place of the Interlocal Agreement dated September 1, 1989, the Amended Interlocal Agreement dated June I, 1992, and the Amended and Restated lnterlocal Agreement dated as of July 1, 1996. Section 9: Execution in Counterparts. This Agreement may be executed in any number of counterparts and the counterparts collectively shall constitute the agreement of the parties, : f :: '.It : ~ :: ~ ::: r -... 17 :~[ ~~Sl ~j::~~~,:,:~~: IN VliITNESS WHEREOF, the Mem[J!.~rs have ent(~r(~d lDl.O 1.hlS -~Lrrr~(~IW~IJ: and hav(~ cHused it to be executed by their duJy authorized ofiic:;rs THE CITY OF BLOU1\T'J'STOWN a Municipal Corporation ATTEST "./.10 ,J B~~L~ .I " , . Approved as to Form and legalIty r,. ' '-', ) :' ,- , \ '," - <. IJI"IZJ #97cnf1.v20 . r' I y. , ' By: -;7,),-/ ,r~_ ~ =-.t -...;.:.' - - - - - - -- '. .::.~ .I'il~'. t~, __ ..,,: :'W: 18 IN WITNESS V\i EERE OF , the Members hav(' (!IJH~red Into (;01:': -\~T~::nl:~ci~ and navp caused it to be executed by their duJy authoriz~~d officPTS ~ :- - ~ . r I , " I , THE CITY OF CEJ1>LEY a M urricipaJ Corporation 7 ,~ to: ..... ~ . f' ATTEST: ,,,' " Ii... . :"Y ~, T-X1iJck, ., " ~ l .., '::'4 LL\Rl #97979 v20 By: :~f:::,,::: =:: :: :2~ ~ ::2~ ~~c NG. 0!;2~~0!9~6 18 IN WITNESS \i\7HEREOF, the Members hav(~ entered UlT,Ci l:hE !"'~E~:~m~~I1; and have caused it to be executed -by tlwlr duJy autborized officers IPAL POWER AGENC~ \.' t, -' t. : ( ., ~ '. I ,'. Approved as to Form and Legality --,:;, ~&Ao/ General Counsel" " , '.~'.l -,/. ; __l LliliJ -:#97979 v20 __ , I. " I;, ~ ;~F OO.~t(:! c': ~ ~ :~E- ,= ~:: ~':~ He. ..i!;.:.:.....<:'~: 18 IN WITNESS \iVHEP..EOF, the Members havE: entered rn1.(l Ln:':- \~T':.'rr,,~:r~, and have caused it 1:0 hp f~xecuted by their duJy auth()riz~d ofDcers THE CITY OF FOET MEA.DE aM unicipal Corporat ATTEST: . fut1,.,J e, _ ~_ By: L<\EJ #97979 v20 ::pr~ aCi:~~alil] / :-~f QC',:!(:: c:: ~ ::': : _...1 :~: NO. .~~C~!~0.3~: 18 IN WITNESS WHEREOF, the Members have enwred lIlW tills A~TW~III~ni and have caused it to be ~xecuted by their duJy authorized officers FORT PmRCE UTILITIES AUTHORITY City of Fort Pierce Byilll~ i , " .~ .. ;- . Approved as to Form and Legalit"y . i :-.. ~ . - ,I'" _.. ..... . f,...... h<lli.l :#.97~7"9 v20 By: PA- ~ ; t cC";\< C"':: : :~~ : _ __ ~E'. ~:::~.:<E:~: 18 IN WITN'"ESS WIlEP.EOF, the Members have ent~~n~d lDl.O lJ.lJ,';''\~"'T~~!:~m~~rJ: and nave ca used :it 1.0 be executed by thelT duJy authorized officers THE CITY OF HOMESTEAlJ a Municipal Corporation jf:J!l' c, , (' ..' . . \ .' :,' to.A~-rU' /L./ " l"' '- . , .. . .- ( { ,. ~,~ BJr~~ I , ' (, " " Approved as to Form and Legalit:y L..tllil :#97979 v20 By: ~~~ '-- t' ;: ~ ::':<<:~.: =:: - : : ~~: k0. :~~:~:~i::!5~6 18 IN 'WITNESS WHEREOF. the Mernb~~r5 have ent8r::;d illtu ilE.~-':.gT~~~m~~D~ and have caused it to be executed by their duly authorized omc8r3. A~:t- C01w- . . " ~. ._ - . __ ' . I . . . . ..... . :","~'.:"-.'./ . '" /<'.,-" -- . .::, "'. \ . ;.........: \...... ~ . -...... 'I' ." -;:; '::') :' --.) .. I T1ffi TOWN OF JAY a Municipal Corporation (/ By: '1"':" ~/ ---------- =- .# -- ~ #: C) :~. -' ,,' . :,..-: ~'1 : '" ....., -. l ~ ~ .) : : -:. '-". .~' . .......: '- .:: L..L\Kl\:#9"7;,97!1.~gO' ~\:,".,-<'~ / ~ '~'.. ............... ....,' """'" . . ~~* 090(::~:: t 2~: r -,,- IS ~~c NO, 0~~~!~0!e~~ I I IN WITNESS \N HEREOF , the MemlJers have eDten~d mw tms A~n~~:ID~::l, and nave caused it to be executed by their duly authorized ()fiJ.c~rs KISSIMMEE l}Tll.JTY AUTHOIUTY By: ~~~~ 6 ,A,~--,-e---0-- Chairman LJu{J #97979 v20 By: .J1~ U.~_i~~ty Authori ty i- l~' ~. r"". ~ [ r~t ':'~~):~i~ =:. t :.:":' :: :...... ;~~ NO. 0::~~-0~3~~ 18 IN \YIT\1ESS WlIEREOF. the Ml~rnl,('J"c; havl' l!nt.cn'c1 Illto tlll~' and have caused It to be executed by their duly authorized officc:rc; ,'.1\', '. I j I /, ' ~ -1 ; 'I'll E CITY OF LAKE CITY a Municipal CorporatIOn _ A TfEST: " ~~~~~ '\.. .,' i':,,' . . . .,. . , , . . By: ~40AJ LAK1 #97979 v20 ::prOVjti!jlld LegalIty ~ =~~ ::0(i~~;~ E '~~~ : ~~~ :~c ~O. ):~~!~0:S~: 18 IN WITNESS WHEREOF, 1;he Members have entered lDto trus l'..~.'T~'~~ilI~~Il, and DClve caused it 1.0 be executed by their duJy (:J uthorized officers. \ ATTEST<. ~., . " .'. ':, L ~J./I, .... ...~-t-Ir-ff - ~art:>_ar~ ,~. ,F~ythe ;:CifY :Clel1c ." "''}~:~:':~=.-''. :--:-~.:'~> ..- '. .. r ~."':: ,: . . ~ .. '"" THE CITY OF LAKE W ORTB a Municipal Corporation Approved as to Form and ~gality L'\.Kl :#97979 v20 BY~ ~ =~, c':'('~.'~~11 E :~~ : :""!: ~':': ~G. 1)~?.:'!~01e~: 18 IN WITl'.TESS WHEP..EOF, the Members hLlV(' eIll,~~r('d illl,O thIs A~:~f~rrE~n: and have caused it to be executed by their duJy authorl.Zc~d ofiJcers THE CITY OF MARLWNA a M UlllcipaJ Corporation ATTEST f)awJ 1Y~ ~A u:; Approved as to Form and Legality LtUD #97979 v20 By: rV5t~ [', ~ L2-;-\j' A-"t\c~ li0-E-> )/ ", r. . !"tr, ~ " ~ c. .:..:-... .~. i~ .A~ 1: (: '. (;' ,. ~ c to"-.- "'..:. ';""!"" C "'co <;; ;"C~~,~:>/ :- t : : '>~, : :. ~: ~ =- ~ E : :.:.- -:'... ,.;~. :::':'~"I:<:-,: 18 l~ 'WITNESS \NHEREOF, the Members liave entered lDl(l ::nl..c f\.~.r~'~'rw~::Ci: and have caused it to be executed by their dul~7 authorized officers ORL..WDO UTll.JTIES COMJv~S~()!\: ' 9L/) -$I 9-' ~Vvi~ " , ....... ~ . '-..:~ :. -. , ATTEST: '-- .... By: Robert C. aven General Manager & CEO Approved as to Form and Legality - 1~, L,ARl #97979 v20 By: ~/~ ~ ~!: J::'(I(I!O~ 1 t .:E~ c ~.._ :~c N0. 0~92!~(:!8~6 18 [1\ \VIT!\I'ESS WJ-iEIU;OF, the Members have entered lllto chls _\;::"'~1'" Ifld ha V(; Gl Lsed It to be executed by their duly a uthonzed officers, THE CrTY 0 F STARKE a Municipal Corporation A TIES~ ~dlU ~ By: Approved as to Form and Legality LAK1 #97979 v20 ~~ ~-:? .--/ ~ ~ =~~ C-:;Ci;:i!;:~: ~ :~E ( _.._ 18 F~C NC~. 1)!::':~:~';S~c IN 'V\'rrNESS WHEREOF, the Members have enter~d ruto tillS A~;-!~!~m~n: and hav!~ caused it to be executed by their duJy authorized officers, THE CITY OF ST, CLOUD a Municipal Corporation ATTEST ~1LL- LLU{l :#97979 v20 ~ ~~f :J!:!(i~:-::, ~ :~:' : :':.C :'~c NO. '~::~!~i~.;4: 18 IN WITNESS WHEREOF, the Members llave entered uno tnls A~'T~:~'rW~n: and have caused it to be executed by therr duJy authorized officers CITY OF VERO BEACH ATTEST: B~~~t:rl. UN''t) Approved as to Form: By ;q! City Aha ey ft---d. Vero Beach, Florida By ~ /~!:q City M::r -- ( L'llil :#97979 v20 :_~ ~:00~::: ~ ~~~ ( ~~: : : : ~"! D. i.:.: ~ ~. : ~ ~.:< ~ ~ : 18 IN WITNESS WHEREOF, the Members have entered int.o ttu~; A~'T~'~~m~~IJ' and have caused it to be executed by their duJy authorized officers, THE CITY OF WllJ.JSTON a Municipal Corporation ATTEST: ~a^~ {Jo..5~ By: ~ wr::.o~~ (I " !>-_I - I V:,' ~. , .];1 \," Approved as to Form and Legality , ~ ; \." ' ~ . / .LAIO #9.7~?~ .1120 _-. ( ",' ,_) L' ,: ,'"' I " By: " .(-. .' " ,', =_, t . ~ :':'::I~'j~ ~:!: ~ :'Ji: : ~:-: ~:: NC', '.'<::'~io:. ~:.~: 18 ~41.'... "1...1Ct0: Jt~~ (.~ €l,~~')"'" Wni!J1L!r-.:Z" '.......177 h'::"'_i~.D "i;~) PAGE . ')~),~ .t.. 'e- r>) This instruolent prepared by (and return to): C, Parkhill Mays, Jr. HOLLAND & KNI~ \ 92 Lake Wire Drive 0./. ~ J P. O. Box 32092 Lakeland. FL 33802-2092 FiLED FOR RECORL CLERK CIRCUiT COURT EK 0 9 , 7 TAYLOR COUNTY FtORIDJl, Ut.G 0 7 2000 0 F F \ C \ /\ l G: E C 0 F U S 1\'J ~;),{) M RECOR~OFFiGI~. <;;;;1 IltOCORD ~ IDAGIE .l..i.J - () 'T ,~NWe: M~!i: ~1U;-"'PH" PG \ 0 4 \ t' ~~ ~/ ;~:. 'i I' l.... ';'~;~~;, ;!~': ;:,=;' .::t t';t ~:riu (i JOANNE HOU1AN, CLEHK OF THE CIRCUIT COURT - SAINT LUCIE CDUNTY File Number: 1866394 OR BOOK 1349 PAGE 843 Recorded:12/14/00 11:19 j.'.,f c.)) 00,1 ~:':I '('j J i ;:.::_ :{~! ,,:"1 J tJ J:::~ ;; ~~:.~i.:::: L).:~\ i'j 'j"j >- "... . . ::.,t1"i.1 (iC>H ',.) ':""!...!:,'.i"':}'\ ASSUMPTION AGREEMENT u- This Assumption Agreement (the "Agreement") is dated as of the l'i day of ~~ , 2000, and is by and among -City of Clearwater, a municipal corporatIOn ("City of Clearwater"), the City of Blountstown, the City of 'Chipley, the City o(Fort Meade, the-city of Homestead, the 'Town of Jay, tbeCity of Lake City, the-City of Lake Worth, the 'City of Marianna, the City of St. Cloud, the '-City of Starke, the 'City of Vero Beach, the City of Willi,ston, the Florida Municipal Power Agency, the "Fort Pierce Utilities Authority, the "Kissimmee Utility Authority and the 'Orlando Utilities Commission (collectively,. the "Current Members"), and 'Florida Gas Utility, a separate legal entity created pursuant to Section 163.01, Florida Statutes ("FGU'') (terms not otherwise defined herein shall have the meanings ascribed in the Second Amended and Restated lnterlocal Agreement, dated July 27, 1999, by and among the current Members (the "Interlocal Agreement")). WIT N E SSE T H: WHEREAS, the City of Clearwater 'wishes to become a Member of FGU effective upon execution and filing of this Agreement; and WHEREAS, pursuant to Section 3 of the lnterlocal Agreement, a public agency as defined by Section 163.01(2)(b), Florida Statutes, may become a lvfember if it meets all of the requirements set forth in the lnterlocal Agreement; and WHEREAS, the City of Clearwater has, concurrently herewith, executed a Gas Services Agreement with FGD granting to FGD the appropriate '. ,( ;''''- }J () CJ 1< . I;;l~-'; ".::;S; .;~~:::~~ 1'-'( ;<.,01(3 i:~. :JL .II!:;",. J.;!;::~ OR BOOK 1349 PAGE 844 OmC!AL 4" 52 "-'... F:ECCRJ\ PAGl178 powers to enable FGD to perform the services which the City of Clearwater desires to receive; and BK 0 9 I 7 PG I 0 4 2 \\~ERE..t~S, ~he City of Clear:vater has b~en acce~HF~ ff[,.rpe~~O~m12 by the ExecutIve CommIttee of FGD wIth appropnate actIOn or t1l~ ri36~~0'f Directors of FGD; and WHERE..~, this Agreement evidences the City of Clearwater's assumption of all rights and responsibilities set forth in the Interlocal Agreement and its agreement to pay its costs as incurred pursuant to the schedule of rates and charges applicable to it; and '\THERE..i\S, the City of Clearwater has taken all necessary action to authorize the City of Clearwater to become a Member of FGD, and has appointed a Director and alternate Director to represent the City of Clearwater on the Board of Directors of FGD, in a formal session of a meeting of its governing body and which action is reflected in the minutes thereof, as required by the Interlocal Agreement. NO\\7, THEREFORE, THIS AGREEMENT WITNESSETH: In consideration of the premises hereof, the mutual covenants of the parties hereto and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: ( SECTION 1. ASSUMPTION. The City of Clearwater has been presented with a true and correct copy of the Second Amended and Restated Interlocal Agreement and has accepted the terms and provisions thereof, hereby assumes all the rights and responsibilities of being a Member of FGD as set forth in the Interlocal Agreement and agrees to be bound thereby as if it had been an original party thereto. SECTION 2. AGREEMENT AS TO RATES AND CHARGES. The City of Clearwater hereby agrees to pay its costs as incurred pursuant to the schedule of rates and charges as established by the adopted pricing policy of FGD or as otherwise provided in or pursuant to the Interlocal Agreement or the Bylaws of FGD. SECTION 3. FILING INFORMATION. Attached hereto as Appendix A is a list of the filing information with respect to each location where the lnterlocal Agreement has been filed and where this Agreement will be filed. SECTION 4. REPRESENTATIONS. The City of Clearwater has full legal right, power and authority to enter into this Agreement and the Gas Services Agreement and to carry out and to consummate the transactions contemplated by the lnterlocal Agreement and the Gas Services Agreement. This Agreement and the Gas Services Agreement when executed and delivered by the City of Clearwater 2 .. ."."... '"!~Ii" 0';:::1' -... I' . "',,",-il'; ".,'.'..,',-:\.-~ .".'.,";,'.',~ }... 1",1 t..~; 1;'. II ):,'.;~ f..~J t..:! i.:... I' IIIl OR BOOK 1349 PAGE 845 ornelAi t .' f?[LUKD"' 452 fAGf179 p \\~.ll rt>Ij1sr,i~~~ valid and le.gally binding obligations of the C.ity .of Clearw~ter "K 0 9 lehforceab~e In accordance Wlth the terms thereof. The authOrlZatIOn, executIOn, delivery and performance of this Agreement and the Gas Services Agreement will OFFICrh.b1LvrdiftQF~~ applicable judgment or order of any court and will not conflict with or result in a material breach of or default under any constitutional provision or la\'\', or any administrative regulation, judgment or decree or any other agreement or other instrument to which the City of Clearwater is a party. SECTION 5. DIRECTOR A1\TD ALTERNATE DIRECTOR. J~(\o.f\ LClf\v,;t\e has been appointed as Direct'Dr and Chuc.K.. Wo.\~;~1\ . has been appointed as an altemate Director to serve the Board of Directors of FGU in accordance wIth the terms of the Interlocal Agreement. The appointment of the foregoing has been made in formal session of and constitutes the official action of the governing body of the City of Clearwater, should be reflected in the minutes of such meeting, and a certified copy of such evidence of appointment has been provided to FGU. SECTION 6. EXECUTION IN COUN'TERPARTS. This Agreement may be executed in any number of counterparts and the counterparts collectively shall constitute the agreement of the parties. - ( 3 t'.", (:J (,J [':" '";?l "..~~ ,;~::~i j.", f,:; L:i L. ::H,. ~::;;;;;;I n~t!:::H ,.CIJ OUICI&L.~ 1;2 . -180 FLSU~J ~~J PAGE OR BOOK 1349 PAGE 846 IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the date first above written. BK 0 9 I 7 PG I 0 4 4 Countersigned: OFFICI!..L r~[C[lrmS CITY OF CLEARWATER, FLORIDA ~f4~~y: Brian J. A#gst Mayor-Commissioner p);.~,-g Ja.-~ dJ. William B. Horne, II Interim City Manager Approved as to form: Attest: , . . (1z~~ L~ &aneC. Hayman . <Assistant City Attorney ~ t;t P.., .... Cynthia E. . Ghudeal~ .' .. · City Clerk ,.' . .' . ' STATE OF FLORIDA ( COUNTY OF PINELLAS of 2000, by Brian and B. H ne II City of Clearwater, FL who are personally known to me. 'fl The foregoing instrument was acknowledged before me this 1;2 day J. Aungst , as Mayor-Commissioner , as Interim City Managel;' of , on behalf of the City of Clearwater, FL the NOTARY PUBLIC: Name:C~ 0(: ~ My commission expires: NOTAR'fI'UBLlC . STATE OF FLOHi~ CAROLYN L BRINK COMMISSION" CC834678 EXPIRES 512212003 BONDED THRU ASA 1-886-NOTARY1 4 l'.:\L~(..il'\ ~,r ,~-;;:~",,,:;:j;i !.,:lr:l~j!:::, )1" :;,;.:;:;:{t ::IL o , 7 PG I DtfJG!AL J52 - "1al KtLUf'(D .l.~, '~AGt, 0 iT' BOOK 1349 PAGE 847 IN WITNEBSWHER'EOF, the parties hereto have set their hands and seals as of the date first above written, o l} 5 (SEAL) , A TrEST:. By: c~'+l . ';Qjk, VWj Jae~0 Na~k::~ R. Vaughan 0'" Title:,,' Secretary FLORIDA GAS UTILITY, on behalf of itself and its Current Members as set forth on Appendix A I I f' r C (J' ') 0 c Fie i ~, L_ \..:..' t\. ',) ( By A-u.... ~"'~ Name: A. K. Sharma Title: Chair STATE OF FLORIDA COUNTY OF OSCEOLA \V_ 'JI The foregoing instrument was acknowledged before me this dJII. day of ~n~)2000, by A. K. Sharma, as Chair of FLORIDA GAS UTILITY, on behalf of Florida Gas Utility, who is personally known to me. NOTARY PUBLIC: (S EAL) 115/117/. Oa,v; USA M, DAVlS . .. s'a\e of F10l1da !o.)r'nrv \O\jDI;C - - I - '1{, ~002 ' "'.',: -:";"'11 F.xpir3S F!",o, ,.( - " LM,''I C,j;' , ,..' , C'-lL/(,~r) ,; "'C .:~ :~~:~~':~:::': p:;.~>; "~:,~;,,....,-...\:""" NA1\1E: My commission expires: STATE OF FLORIDA COUNTY OF ALACHUA ~ The forego~ instrument was acknowledged' before me this d7rl7 day of , . ~.Jemhe.Y , ~oy Katrina R. Vaughan, as Secretary of FLORIDA GAS DTIB TY, on behalf of Florida Gas Utility, who is personally known to me. NOTARY PUBLIC: (SEAL) RENEE' D. ROLLINS NOTARY PUBLIC - STATE OF FLORIDA COMMISSION # CC872256 EXPIRES 12/512003 BONDED THRU ASA 1-888-NOT ARY 1 NAME(/6<</1/M~cA My commission expires: /.:2/5/ .2 0 (}2 LAK1 #216757 v2 5 L):~ ~. .;;," .;~::;::~ !I":;:~:; r<~ (H> L,' :;lL !;:::;::i; ~:::~;:: !JFT!C!hL "~ 1;2 .. 18? ~[:;;J~O lbXI.,jI PAGE ' ;...., BK 0 9 I 7 PG I 0 4 6 Appendix "A" OFFICl!\l. RECOf\DS Member Interlocal Agreement 1. BLOUNTSTOWN, CITY OF Calhoun County Recorded 8/2/99 No. 99001911 OR Book 228, Pages 217-252 2. CHIPLEY, CITY OF Washington County Recorded 8/2/99 File No. 1999 6876 OR Book 351, Pages 251-286 3. CLEARWATER, CITY OF Pinellas County 4. FLORIDA GAS UTILITY Alachua County 5. FLORIDA MUNICIPAL POWER AGENCY (FMPA) Orange County Recorded 7/30/99 0 :::0 ( File No. 1999-0329725 tJ:l 0 OR Book 5806, Pages 4028-4063 0 ;:0:::: J-L t..J 6. FORT MEADE, CITY OF +:, ...0 Polk County Recorded 7/30/99 -u ::D File No. 99121591 G1 rn OR Book 4289, Pages 1018-1053 CD .p- en 7. FORT PIERCE UTILITIES AUTHORITY St. Lucie County Recorded 8/2/99 File No. 1739864 OR Book 1240, Pages 1710-1745 8. HOMESTEAD, CITY OF Dade County Filed 8/2/99 File No. 99R399391 9. JAY, TOWN OF Santa Rosa County Recorded 8/3/99 File No. 990031943 L~f:JL..i! ~..:;~; .;:~;:!;; :;#" e;;;5i ~FWI~i ~ '2-' 183 ECJ'~O - "i5 PAGE Bi~ 0 9 I 7 PG I 0 4 7 OR Book 1773, Pages 439-474 10. KISSIMdl n~H:'IW 0 f\ 0 S AUTHORITY Osceola County Recorded 8/2/99 File No. 99119401 OR Book 1642, Page 2802 11. LAKE CITY, CITY OF Columbia County Recorded 8/2/99 File No. 99-13305 OR Book 0885, Page 1389 12. LAKE WORTH, CITY OF Palm Beach County Filed No file number or OR Book 13. LEESBURG, CITY OF Lake County 14. LIVE OAK, CITY OF Suwannee County CI ;::0 ( 15. MARIANNA, CITY OF ttJ CI Jackson County Filed 8/2/99 CI :;:0:;: File No. 99011199 t-'- (..J ..t:-.... ....0 16. ORLANDO UTILITY -0 :I> COMMISSION GJ fTl Orange County Recorded 7/30/99 ro .po. File No. 1999-0329725 '.0 OR Book 5806, Pages 4028-4063 17. PALATKA GAS AUTHORITY Putnam County 18. PERRY, CITY OF Taylor County 19. ST. CLOUD, CITY OF Osceola County Recorded 8/2/99 File No. 99119401 OR Book 1642, Page 2802 2 :;'-.',C,dJlu~~ ,;jl' ,~:::!~ '.,,::;~;; {,..il:..!;....:;;.' JL !L;j; ,'l~'k' 20. STARKE, CITY OF Bradford County 21. SUNRISE, CITY OF Broward County 22. VERO BEACH, CITY OF Indian River County 23. WILLISTON, CITY OF Levy County LAKl #213408 v3 (' 01-r0032 filED AND RECORDED IN PUBLIC RECOROS OF COLUMBl,., COUHTY.fL , '01 JAM -2 PM 12: .19 . ._...,~.',r' '.'~-'~';- 7?1CK, OFnC!:~1 '~~2' ' 1~4 -'~"-"~I'" I~, l. i'.,~ ',' __l. , I: ... l' "" ~~~,;Jf.'-' .:t',J... ,~~E <-" Recorded 8/3/99 File No. 119945 OR Book 808, Page 352 Recorded 7/30/99 File No. 1146822 OR Book 1287, Page 0156 Recorded 8/2/99 File No. 342761 OR Book 684, Page 196 ~K 0 9 1 7 PG I 0 4 8 , OFFICI:~L RECORDS 3 i:JLJLJi'< '....~l' ~::::~~ ~:,:;~i; I'''' {;,:}L:, 1:::. JL !::::;;~~i :~:;~ CI ::u ttl CJ c:r ==" f-L LoJ +' ...0 -0 :D OJ I'Tl co LTl o