00-36
.
.
.
RESOLUTION NO. 00-36
A RESOLUTION APPROVING AN INTERLOCAL AGREEMENT
AUTHORIZING THE DISSOLUTION OF THE MUNICIPAL GAS
AUTHORITY OF FLORIDA; AUTHORIZING THE EXECUTION BY
THE INTERIM CITY MANAGER, AND PROVIDING AN EFFECTIVE
DATE
Whereas, the Municipal Gas Authority of Florida was created pursuant to Section
163.01, Florida Statutes by interlocal agreement dated October 1, 1992; and
Whereas, the City of Clearwater is an existing member of the MGAF; and
Whereas, MGAF's Board of Directors has determined that MGAF is no longer an
efficient or economical method of effectuating the purposes set forth in the Interlocal Agreement
dated October 1, 1992, and has recommended that MGAF be dissolved as of September 30,
2000; and
Whereas, this the City Commission of the City of Clearwater concurs with the
determination and recommendation of MGAF's Board of Directors; now, therefore,
BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF CLEARWATER, FLORIDA:
Section 1. The Interlocal Agreement Dissolving the Municipal Gas Authority of Florida,
in the form attached hereto as "Exhibit A" is hereby approved.
Section 2. The Interim City Manager is hereby authorized to execute said Interlocal
Agreement on behalf of the City of Clearwater.
Section 3. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 7th day of September ,2000.
~-::;tf K"~-
Mayor-Commissioner
Approved as to form:
, ~
/,~.C .
~e C. Hayman
ASSIstant CIty Attorney
Attest:
Resolution No. 00-36
.
.
.
INTERLOCAL AGREEMENT DISSOL VlNG THE
MUNICIPAL GAS AUTHORITY OF FLORIDA
This lnterlocal Agreement (this "Agreement") is made and entered into as of September 22,2000
(the "Effective Date") by and between the Municipal Gas Authority of Florida, a governmental entity
created by interlocal agreement pursuant to Section 163.01, Florida Statutes ("MGAF"); the City of
Clearwater, a municipal corporation of the State of Florida; the City of Defuniak Springs, a municipal
corporation of the State of Florida; the City of Lees burg, a municipal corporation of the State of Florida;
the City of Live Oak, a municipal corporation of the State of Florida; the City of Perry, a municipal
corporation of the State of Florida; the City of Sunrise, a municipal corporation of the State of Florida; the
Geneva County Gas District, a special district organized and existing under the laws of the State of
Alabama; the Lake Apopka Gas District, a special district of the State of Florida; and the Palatka Gas
Authority, a special district of the State of Florida.
WIT N E SSE T H:
WHEREAS, MGAF was created pursuant to Section 163.01, Florida Statutes, and other
applicable legal authority by that certain lnterlocal Agreement of Municipal Gas Authority of Florida by
and among certain municipalities, independent special districts and other public agencies dated October 1,
1992 (the "Creation Agreement");
WHEREAS, in 1992 the parties to the Creation Agreement had found that fundamental changes
had occurred in the natural gas industry, including the issuance of Order Nos. 636, et seq. by the Federal
Energy Regulatory Commission on April 8, 1992, which would preclude local distribution companies from
purchasing "bundled" product at the city gate from their respective interstate pipeline supplier, causing the
need to form MGAF to perform gas acquisition, transmission and delivery functions in a combined,
coordinated manner for the benefit of its members and their customers;
WHEREAS, the purpose ofMGAF, as set forth in the Creation Agreement, was to (i) obtain an
adequate, reliable and economically efficient supply of gas for its members, (ii) manage the acquisition,
transmission and disposition of such gas supply, (iii) acquire and operate facilities, plants and systems
incidental and useful to obtaining and managing such gas supply, (iv) furnish operational, technical and
informational assistance to its members and other persons and entities, natural, political, and artificial, and
(v) perform such other functions and activities as may be incidental to the above;
WHEREAS, the current existing members of MGAF are the City of Clearwater, the City of
Defuniak Springs, the City of Lees burg, the City of Live Oak, the City of Perry, the City of Sunrise, the
Geneva County Gas District, the Lake Apopka Gas District, and the Palatka Gas Authority (the
"Members");
WHEREAS, the Members and the MGAF Board of Directors have determined that MGAF no
longer serves its intended purposes and therefore should be dissolved; and
Page 1 of30
EXHIBIT "A"
.
.
.
WHEREAS, each Party hereto has approved and entered a resolution authorizing the dissolution of
MGAF in accordance with the terms and conditions ofthis Agreement and the applicable requirements of
law.
NOW THEREFORE, in consideration of the premises set forth above, and the covenants,
obligations, duties, and benefits herein set forth, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, MGAF and the Members agree as follows:
1. Definitions. The provisions of this section shall govern the definition and construction of the
terms used in this Agreement. Any and all terms not defined in this section or elsewhere in this
Agreement shall be given their plain and ordinary meaning in the context of this Agreement.
1.1 Defined Terms. In addition to any terms defined elsewhere in this Agreement, the following
terms shall have the meanings indicated below:
1.1.1 "Agreement" shall mean this Interlocal Agreement Dissolving the Municipal Gas
Authority of Florida.
1.1.2 "Breach" shall have the meaning as set forth in Section 11 (Defaults and Remedies).
1.1.3 "Contract" or "Contracts" shall mean any and all oral or written contracts or
agreements of any form or subject matter, including but not limited to any and all
contracts identified in Sections 3 and 4 herein, interlocal agreements, other agreements
with governmental entities, joint venture agreements, partnership agreements,
employment agreements, leases, deeds, mortgages, other instruments concerning real
property, promissory notes, loan agreements, bonds, guarantees, management
agreements, maintenance agreements, service contracts, supply agreements,
transportation agreements, purchase contracts, assignment agreements, or any Security
Interest.
1.1.4
"Creation Agreement" shall mean that certain lnterlocal Agreement of Municipal
Gas Authority of Florida by and among certain municipalities, independent special
districts and other public agencies dated October 1, 1992, as described in the first
"Whereas" clause of this Agreement.
1.1.5
"Effective Date" shall mean September 22, 2000, as indicated in the initial paragraph of
this Agreement.
1.1.6
"Event of Default" shall have the meaning set forth in Section 11 (Defaults and
Remedies).
Page 2 of30
.
.
.
1. 1.7 "Including" shall mean including without limitation.
1.1.8 "Member" or "Members" shall mean one or more of MGAF's current members,
which are the City of Clearwater; City ofDeFuniak Springs; Geneva County Gas
District, Alabama; Lake Apopka Natural Gas District; City of Lees burg; City of
Live Oak; Palatka Gas Authority; City ofPeny; and/or City of Sunrise.
1.1.9 ''lv/GAP' shall mean the Municipal Gas Authority of Florida, as set forth in the
initial paragraph of this Agreement.
1.1.10 "Party" or "Parties" shall mean one or more parties to this Agreement.
1.1.11 "P2rson" or "Persons" shall have the same meaning as defined in Section 163.01 (3)(e),
Florida Statutes.
1.1.12 "Public Agency" shall have the same meaning as defined in Section 163.01 (3 )(b ),
Florida Statutes.
1.1.13 "Security Interest" shall mean any mortgage, pledge, lien, encumbrance, charge, or
other security interest, including (i) mechanic's, materialmen's, and similar liens, (ii) liens
for Taxes due and payable, (ill) purchase money liens and liens securing rental payments
under capital lease arrangements, and (iv) other liens arising in the ordinary course of
business or incurred in connection with the borrowing of money.
1.1.14 "Tax" or "Taxes" shall mean any federal, state, local, or foreign income, gross receipts,
license, payroll, employment, ad valorem, excise, intangible, severance, stamp,
occupation, premium, windfall profits, environmental, customs duties, capital stock,
franchise, profits, withholding, social security (or similar), unemployment, disability,
real property, personal property, sales, use, transfer, registration, value added,
alternative or add-on minimum, estimated, or other tax of any kind whatsoever,
including any interest, penalty, or addition thereto, whether disputed or not.
1.1.15 "Trnstee" shall have the meaning set forth in Section 6 (Liquidating Trustee).
1.2
Accounting Terms. Any accounting tenns not specifically defined in this Agreement shall have
the meaning given to them under the United States generally accepted accounting principles as
are in effect from time to time.
1.3
Internal References. The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision or section of this Agreement. All references in this Agreement to
Page 3 of30
~:
.
.
.
designated "sections" and other subdivisions of this Agreement are to designated sections and
other subdivisions of this instrument as originally executed, unless otherwise specified.
1.4
Knowledge. The qualifications of any representation, warranty, or any other statement in this
Agreement by the words "known," or "knowingly," or "knowledge," or by any variance thereo~
means to the best of the actual current knowledge of the officers, directors, employees and
agents of the Party making such representation, warranty, or other statement, who have given
substantive attention to the transactions contemplated hereunder, after making reasonable
mquuy.
1.5
Laws. Any reference to any federal, state, local, or foreign statute or law shall be deemed to
refer to all related rules and regulations, unless the context requires otherwise.
1.6
Preambles and Recitals. Each of the Parties hereby agrees that each of the preambles and
recitals set forth in the introduction to this Agreement are incorporated herein by reference and
are, and shall be deemed to be, an integral part of this Agreement as if fully set forth herein.
1.7
Pronouns and Gender. Unless the context clearly indicates the contrary, all terms and words
used in this Agreement, regardless of the number or gender in which they are used, shall be
deemed and construed to include any other number, singular or plural, and any other gender,
masculine, feminine or neuter, as the context or sense of this Agreement or any section, sub-
section, paragraph or clause herein may require, as if such words had been fully and properly
written in the appropriate number and gender.
2. Dissolution and Termination. On September 30, 2000, MGAF shall be dissolved, the Creation
Agreement and all amendments thereto shall be terminated having no further force or effect, and
each Member's membership and/or other interest in MGAF shall be terminated.
3. Existin2 Contracts. To the best knowledge of the Parties, as of the Effective Date the only
Contracts in effect between MGAF and other Persons, are as follows:
3.1
3.2
3.3
3.4
Natural Gas Sales Agreement between MGAF and Coastal Gas Marketing Company,
October 21, 1996, Tier II, as amended
Natural Gas Sales Agreement between MGAF and Western Gas Resources, October 21,
1996, Tier II
Natural Gas Sales Agreement between MGAF and Texaco Natural Gas Inc., October 21,
1996
"Gas Purchase Agreement," between MGAF and Western Gas Resources, Inc., dated June
1, 1998
Page 4 of30
.
3.5
Natural Gas Sales Agreement between MGAF and Aquila Energy Marketing Corporation,
October 21, 1996, Tier III
3.6 Firm Transportation Service Agreement, Rate Schedule FTS-l (Contract #5142), between
MGAF and Florida Gas Transmission Company, dated October 1, 1993
3.7 Firm Transportation Service Agreement, Rate Schedule FTS-2 (Contract #5431), between
MGAF and Florida Gas Transmission Company, dated May 1, 1995
3.8 Assignment Agreement between MGAF, Florida Gas Transportation Company, and Citrus
Industrial Sales Company, Inc., dated November 1, 1993, as amended; sometimes referred
to as the "Delivery Point Operator Agreement (Contract #5246)" between MGAF and
Florida Gas Transmission Company
3.9 Gas Services Management Contract between MGAF and C.C. Pace Resources, Inc., dated
June 21, 1996, as amended by Letter Agreement executed byMGAF on August 11,2000
3.10 Service Agreement, between MGAF and City of Clearwater, dated April 20, 1993
.
3.11 Service Agreement, SFTS Rate Schedule between MGAF and City ofDeFuniak Springs,
dated October 1, 1995
3.12 Service Agreement, SFTS Rate Schedule, between MGAF and Geneva County Gas
District, dated October 1, 1995
3.13 Service Agreement, between MGAF and City of Leesburg, dated April 20, 1993
3.14 Service Agreement, SFTS Rate Schedule, between MGAF and City of Live Oak, dated
October 1, 1995
3.15 Service Agreement, SFTS Rate Schedule, between MGAF and City of Perry, dated
September 22, 1995
3.16 Service Agreement, SFTS Transportation Schedule, between MGAF and City of Sunrise,
dated October 1, 1995
3.17
Service Agreement, between MGAF and Lake Apopka Natural Gas District, dated March
23, 1993
3.18
Service Agreement, SFTS Rate Schedule, between MGAF and Palatka Gas Authority,
dated September 22, 1995
.
Page 5 of30
.
.
.
3.19 Legal Services Agreement, between MGAF and de la Parte & Gilbert, P .A., dated January
28,2000
3.20 Letter Agreement between MGAF and Purvis Gray & Company, executed by MGAF on
August 11, 2000
4. Termination or Assh?:nment of Existin2 Contracts.
4.1
Intent. It is the intention of the Parties that MGAF shall, to the extent practicable, attempt
to temlinate or cancel by September 30,2000, all existing Contracts to which MGAF is a
party. To the extent that any existing Contracts (regardless of whether or not such
Contracts are identified in Sections 3 or 4 herein) are not cancelled or terminated by
September 30,2000 and remain in effect beyond September 30,2000, it is the intention of
the Parties that this Agreement shall act to automatically assign all rights and obligations
under such Contracts from MGAF to the Members jointly and severally as of September
30, 2000, unless a different disposition is expressly called for in this Agreement. As of
September 30, 2000, MGAF hereby assigns to the Members and the Members hereby
assume MGAF's rights and obligations under such Contracts. To the extent that any
Contract or any right or obligation under any Contract is assigned by MGAF to the
Members, the Parties shall use their best efforts to promptly obtain, any necessary third
party approvals or consents concerning the assignment. To the extent that such Persons
refuse to consent to such assignment, such refusal shall not serve to prevent or abrogate
MGAF's dissolution, and the Members shall nonetheless assume the Contract rights and
obligations ofMGAF in accordance with the terms hereof
4.2
Disposition of Service Agreements between MGAF and Members. The Parties agree that
each Service Agreement between MGAF and its respective Members identified in Sections
3.10 through 3.18, are superceded by this Agreement, and as of September 30,2000: (i)
said Service Agreements are terminated and shall be of no further force and effect; (ii)
MGAF shall cease acting as the Members' agent; (iii) any and all remaining allotments
assigned by the Members to MGAF pursuant to said Service Agreements shall be and
hereby are reassigned by MGAF to the respective Members; and (iv) each Member shall
have taken whatever action is necessary to resume the performance of any and all services
and functians heretofore performed by MGAF pursuant to said Service Agreements.
4.3
Disposition of Other Contracts between MGAF and Members. The Parties agree that any
and all other Contracts between MGAF and one or more of its respective Members,
regardless of whether or not such Contracts are identified in Sections 3.10 through 3.18,
are superceded by this Agreement, and effective as of September 30,2000, said Contracts
are terminated and shall be of no further force and effect.
Page 6 of30
.
.
4.6
4.7
.
4.4
Disposition of Contract between MGAF and Coastal. The Natural Gas Sales Agreement
between MGAF and Coastal Gas Marketing Company, October 21, 1996, Tier II, as
amended, is scheduled to terminate on September 30, 2000. The Parties agree that no
products or services shall be procured pursuant to said Contract beyond September 30,
2000. Any indebtedness concerning said Contract shall be satisfied in accordance with
Sections 5 and 6.
4.5 Disposition of Contracts between MGAF and Western.
4.5.1 The "Gas Purchase Agreement," between MGAF and Western Gas Resources,
Inc., dated June 1, 1998 is scheduled to terminate on September 30, 2000. The
Parties agree that no products or services shall be procured pursuant to said
Contract beyond September 30,2000. Any indebtedness concerning said Contract
shall be satisfied in accordance with Sections 5 and 6.
4.5.2 The Natural Gas Sales Agreement between MGAF and Western Gas Resources,
October 21, 1996, Tier II is scheduled to terminate on October 31, 2000. The
Parties acknowledge that MGAF, through its agent C. C. Pace Resources, Inc., has
committed itself to purchase a baseload gas quantity of 4500 M:MBtu per day
through October 31, 2000, pursuant to said Contract.
(a)
On August 11,2000, MGAF (pursuant to unanimous vote of its Board of
Directors) directed C.C. Pace Resources, Inc. to sell said baseload gas
quantity by September 21,2000, to the highest bidder, with transportation
basis at no less than -0.01 (negative one-hundredth).
(b) The Parties agree that any proceeds or indebtedness concerning said
Contract and/or the sale of said baseload gas quantity, shall be apportioned
among the Members in accordance with Sections 5 and 6.
Disposition of Contract betweenMGAF and Texaco. The Natural Gas Sales Agreement
between MGAF and Texaco Natural Gas Inc., October 21, 1996 is scheduled to terminate
on October 31, 2000. The Parties agree that no products or services shall be procured
pursuant to said Contract beyond September 30,2000. Any indebtedness concerning said
Contract shall be satisfied in accordance with Sections 5 and 6.
Disposition of Contract between MGAF and Aquila. The Natural Gas Sales Agreement
between MGAF and Aquila Energy Marketing Corporation, October 21, 1996, Tier III is
scheduled to terminate on October 31, 2000. The Parties agree that no products or
services shall be procured pursuant to said Contract beyond September 30, 2000. Any
indebtedness concerning said Contract shall be satisfied in accordance with Sections 5 and
6.
Page 7 of30
....
.
4.8 Disposition of Contracts between FGT. The Parties shall proceed as follows with respect
to the Firm Transportation Service Agreement, Rate Schedule FTS-1 (Contract #5142),
the Firm Transportation Service Agreement, Rate Schedule FTS-2 (Contract #5431), and
the Delivery Point Operator Agreement (Contract #5246):
.
4.8.1 Contract #5142. It is the intent of the Parties that MGAF's rights and obligations
under Contract #5142 be transferred or assigned to the City of Clearwater, the
Lake Apopka Gas District, and the City of Leesburg by three new FTS-1
agreements effective October 1, 2000. If and/or to the extent that Florida Gas
Transportation Company refuses to consent to this, such refusal shall not serve to
prevent or abrogate MGAF's. dissolution, and the City of Clearwater, the Lake
Apopka Gas District, and the City of Leesburg shall nonetheless assume
responsibility for MGAF's rights and obligations under Contract #5412 as of
October 1, 2000. No products or services shall be procured by MGAF pursuant to
Contract #5142 beyond September 30, 2000. Any indebtedness incurred as of
September 30,2000 concerning Contract #5142 shall be satisfied by the Members
in the same proportions as such indebtedness was incurred for services provided to
or on behalf of said Members. Any indebtedness incurred after September 30,
2000 concerning Contract #5142 shall be satisfied by the City of Clearwater, the
Lake Apopka Gas District, and the City of Leesburg in the same proportions as
such indebtedness is incurred for services provided to them or on their behalves.
4.8.2 Contract #5431. It is the intent of the Parties that MGAF's rights and obligations
under Contract #5431 be transferred or assigned to the City of Clearwater and the
Lake Apopka Gas District by two new FTS-2 agreements effective October 1,
2000. To the extent that Florida Gas Transportation Company refuses to consent
to this, such refusal shall not serve to prevent or abrogate MGAF's dissolution, and
the City of Clearwater and the Lake Apopka Gas District shall nonetheless assume
responsibility for MGAF's rights and obligations under Contract #5412 as of
October 1, 2000. No products or services shall be procured by MGAF pursuant to
Contract #5431 beyond September 30, 2000. Any indebtedness incurred as of
September 30, 2000 concerning Contract #5431 shall be satisfied by the Members
in the same proportions as such indebtedness was incurred for services provided to
or on behalf of said Members. Any indebtedness incurred after September 30,
2000 concerning Contract #5431 shall be satisfied by the City of Clearwater and
the Lake Apopka Gas District in the same proportions as such indebtedness is
incurred for services provided to them or on their behalves.
4.8.3 Contract #5246. It is the intent of the Parties that MGAF's rights and obligations
under Contract #5246 be transferred or assigned to the City of Clearwater, the
Lake Apopka Gas District, and the City of Leesburg by three new agreements
.
Page 8 of30
.
effective October 1, 2000. To the extent that Florida Gas Transportation
Company refuses to consent to this, such refusal shall not serve to prevent or
abrogate MGAF's dissolution, and the City of Clearwater, the Lake Apopka Gas
District, and the City of Leesburg shall nonetheless assume responsibility for
MGAF's rights and obligations under Contract #5246 as of October 1,2000. No
products or services shall be procured by MGAF pursuant to Contract #5246
beyond September 30,2000. Any indebtedness incurred as of September 30,2000
concerning Contract #5246 shall be satisfied by the Members in the same
proportions as such indebtedness was incurred for services provided to or on
behalf of said Members. Any indebtedness incurred after September 30, 2000
concerning Contract #5246 shall be satisfied by the City of Clearwater, the Lake
Apopka Gas District, and the City of Leesburg in the same proportions as such
indebtedness is incurred for services provided to them or on their behalves.
4.9
Disposition of Contract with Pace.
4.9.1 The Gas Services Management Contract between MGAF and C.C. Pace
Resources, Inc., dated June 21, 1996, as amended, is scheduled to terminate on
September 30,2000.
.
4.9.2 Except as provided in Section 4.9.3, any indebtedness incurred as of September 30,
2000 concerning said Contract shall be satisfied by the Members in the same
proportions as such indebtedness was incurred for services provided to or on
behalf of said Members.
4.9.3 \Vithin 30 days of the complete execution of this Agreement, the $5,804.75
indebtedness to C.C. Pace Resources, Inc. set forth in the Letter Agreement
executed by MGAF on August 11, 2000, shall be satisfied directly by the Members
in the following proportions: (i) the City of Clearwater shall be responsible for
$2,712.50, (ii) the City ofDefuniak Springs shall be responsible for $31.50, (iii) the
City of Lees burg shall be responsible for $679.00, (iv) the City of Live Oak shall be
responsible for $91.00, (v) the City of Pal atka shall be respon'sible for $211.75, (vi)
the City of Perry shall be responsible for $180.25, (vii) the City of Sunrise shall be
responsible for $735.00, (viii) the Geneva County Gas District shall be responsible
for $136.50, and (ix) the Lake Apopka Gas District shall be responsible for
$1,027.25.
4.10 Disposition of Contract with de fa Parte & Gilbert, FA.
4.10.1 The law film of de la Parte & Gilbert, P.A. currently serves as general counsel to
MGAF. The Parties acknowledge and agree that de la Parte & Gilbert, P.A. will not
represent any individual Members' interests in dissolving MGAF, winding down its
.
Page 9 of30
.
affairs, liquidating its assets and satistying its obligations. However, following
MGAF's dissolution, the Parties contemplate that de la Parte & Gilbert, P.A. may
be called upon to pelform certain legal services on behalf of and for the benefit of
the Trustee and/or the Members, as necessary or convenient to dissolve MGAF,
wind down its affairs, liquidate its assets and/or satisfY its obligations, and only to the
extent that the Trustee and the Members have similar interests with respect to the
legal services to be provided. In that event, the Parties agree that de la Parte &
Gilbert, P.A's common representation of the Trustee and the Members will have a
minimal risk of adverse affects on the firm's exercise of independent professional
judgment in providing the legal services, and will avoid a duplication of efforts and
expenses that would result if the Trustee and each Member were required to retain
their own separate legal counsel to perform such services. The Parties also
acknowledge that de la Parte & Gilbert, P.A. has consulted with each of them
concerning the implications of common representation, including the advantages and
risks involved and the effect on the attorney-client privileges, and each Member hereby
consents to such common representation after September 30, 2000 and also hereby
waives any conflict of interest concerning such common representation.
.
4.10.2 The Legal Services Agreement between MGAF and de la Parte & Gilbert, P.A,
dated January 28, 2000, shall terminate as of September 30, 2000, and any
indebtedness incurred as of September 30,2000 concerning said Contract shall be
satisfied in accordance with Sections 5 and 6.
4.10.3 The Members agree to assume and bear all reasonable attorneys' fees and costs for
legal services performed by de la Parte & Gilbert, P.A after September 30,2000
pursuant to Section 4.10.1 herein, under the same rates and terms specified in the
Legal Services Agreement, between MGAF and de la Parte & Gilbert, P .A, dated
January 28,2000, which are incorporated by reference herein. The Members shall
satisfY such reasonable attorneys' fees and costs in the proportions set forth in
Section 6.2.3 and Schedule 1.
4.10. 4 Nothing herein shall prevent any Member from retaining separate legal counsel at
its own expense.
4.11 Disposition of Letter Agreement with Purvis Gray & Company.
4.11.1 Purvis Gray & Company is a certified public accountant firm preparing MGAF's
annual audit for the fiscal year ending September 30, 2000.
4.11.2 The Members agree to satisfy the agreed upon $3,500.00 fee for said audit in
accordance with Sections 5 and 6.
.
Page 10 of30
~..
.
.
.
4.11.3 The Parties contemplate that PUlVis Gray & Company may be called upon to
perform certain accounting selVices on behalfofand for the benefit ofMGAF, the
Trustee, and/or the Members, as necessary to wind up and liquidate MGAF's
affairs. Any reasonable fees and costs charged by PUlVis Gray & Company for
such accounting selVices, shall be satisfied by the Members in the proportions set
forth in Section 6.2.3 and Schedule 1.
4.11.4 Nothing herein shall prevent any Member from retaining separate accounting
consultants at its own expense.
5.
Satisfaction and Assumption of MGAF's Indebtedness. To the extent practicable, by
September 29, 2000 MGAF shall determine the amount of and fully satisfy any and all outstanding
indebtedness ofMGAF through September 30, 2000. The Parties recognize that it may be necessary
to share and exchange, billing, and other information for purposes of satisfying the outstanding
indebtedness ofMGAF, and each Party shall, consistent with all applicable laws, promptly provide such
information to the other Parties in a time frame, manner, and format necessary for MGAF to
appropriately settle and satisfy such indebtedness in a timely manner. To the extent that after
September 30, 2000 there remains any indebtedness ofMGAF outstanding or unsatisfied, such
indebtedness is hereby transferred to and assumed by the Members, pursuant to Section
189.4045(2), Florida Statutes, and shall be satisfied in accordance with Section 6. As of
September 30, 2000, MGAF hereby assigns to the Trustee and the Members any and all defenses
MGAF has or may have concerning such indebtedness.
6. Liauidatine Trustee. As of September 30,2000, any and all assets ofMGAF, including any and all
cash accounts, equipment, furnishings, supplies or inventory are hereby transferred to the City of
Clearwater, who shall hold such assets in trust for the benefit of all of the Members and act as
liquidating trustee ("Trustee") through December 31, 2000, after which date the Trustee shall be
relieved of all responsibilities and discharged. The Trustee shall perform all actions necessary or
appropriate to wind down MGAF's activities, liquidate MGAF's assets, and satisfy all indebtedness of
MGAF remaining unbilled and/or unpaid after September 30, 2000, in accordance with this Section 6,
and to perform such other express responsibilities of the Trustee as set forth herein. The Parties hereby
designate the Trustee as their agent for the express purposes set forth herein. .'
6.1
Prioritization. It is the general intent of the Parties that, on winding up of the affairs of
MGAF, the assets ofMGAF shall be distributed first to non-Members who are creditors of
MGAF in satisfaction of any outstanding indebtedness, second to Members who are
creditors ofMGAF in satisfaction of any outstanding indebtedness, and third to Members
in the form of a final distribution of assets.
6.2
Payments of Indebtedness. As explained in Section 5, to the extent that after September
30, 2000, there remains any indebtedness of MGAF outstanding or unsatisfied, such
indebtedness is being transferred to and assumed by the Members, pursuant to Section
Page 11 of30
.
.
6.3
.
189.4045(2), Florida Statutes. To the extent that MGAF has any assets remaining as of
September 30, 2000, such indebtedness shall be paid by the Trustee on behalf of the
Members with the assets held in trust, in accordance with this Section 6. The Trustee shall
pay such indebtedness on behalf of the Members, in the following manner:
6.2.1 Receiving and Distributing Invoices. After September 30,2000, the Trustee shall
receive and pay in accordance with Section 6.2.3 any and all invoices for goods or
services provided to MGAF prior September 30, 2000; provided that the Trustee
shall first circulate copies of each such invoice to each Member and provided that
the Trustee does not receive a timely objection to the invoice from any Member
pursuant to Section 6.2.2.
6.2.2 Objections to Invoices. Each Member shall have the right to object to such
invoice, but any objection must be made in writing and received by the Trustee
within three (3) business days of receiving such invoice. If a timely written
objection is received by Trustee, the Trustee shalf pay any undisputed portion of
the invoice, notify the vendor of such dispute, and turn over resolution of such
dispute to the objecting Member or Members. The objecting Member or Members
shall diligently resolve any such dispute and/or objection, and shall indemnify and
hold harmless, to the extent allowed by law, MGAF, all non-objecting Members,
and the Trustee from any loss, damage, cost, or attorneys' fees arising from such
objection.
6.2.3 Payment of Invoices. If the Trustee receives no timely objection to such invoice,
the Trustee shall pay such invoice in a timely manner, to the extent that the assets
held in trust are sufficient to satisfy such invoice. When and if the assets held in
trust are insufficient, the Trustee shall pay that portion of the invoice equal to the
available remaining assets, and notify the Members of such. Unless expressly
provided otherwise in this Agreement, all remaining indebtedness shall thereafter
be satisfied directly by the Members in the in the proportions set forth in Schedule
1.
6.2.4 Payments Pending After December 31, 2000. If a creditor ofMGAF cannot be
found or is unwilling or unable to receive payment from the Trustee by December
31, 2000, or if, for whatever reason, payment is not or cannot be made by
December 31,2000, the Members shall thereafter be responsible for satisfying the
indebtedness in the proportions set forth in Section 6.2.3 and Schedule 1, subject
to any defenses which are or may be available to MGAF, the Members, and/or the
Trustee.
Monthly and Final Accounting. By the 5th day of each month, the Trustee shall provide
the Members with a written accounting of all indebtedness paid during the previous month,
Page 12 of30
.
6.4
6.5
6.6
.
any and all charges received but unpaid during the previous month, and the remaining
balance of all assets held in trust. The Trustee's final accounting shall be provided to the
Members no later than December 31, 2000.
Distributions to Members. Upon the dissolution ofMGAF and satisfaction ofMGAF's
indebtedness as set forth herein, and in any event, no later than December 31, 2000, any
remaining assets held by the Trustee in trust for the benefit of the Members, less any set-
offs which may exist, shall be returned and/or distributed to the Members in the
proportions set forth in Schedule 1. Such distributions shall be in complete liquidation and
satisfaction of each Member's capital account in MGAF and any other interest it may have
in MGAF's assets or capital structure.
Audit. The Trustee shall obtain MGAF's final annual audit from Purvis Gray & Company
and upon receipt of the final audit report shall timely transmit copies of such audit to: (i)
each Member, (ii) any other Public Agency or entity which was a MGAF member during
the fiscal year covered by the audit, and (iii) such other Persons, governmental offices, and
Public Agencies as may be required by law.
Discharge of Trustee's Duties. No later than December 31, 2000, the Trustee's duties
pursuant to this Section 6 shall be completed and the Trustee shall be relieved of all
responsibilities and discharged, after which time, the Members shall be responsible for
satisfying the remaining indebtedness of MGAF, if any, in the proportions set forth in
Section 6.2.3 and Schedule 1.
6.7 Bond On or before September 30, 2000, the Trustee shall post a bond with surety as
defined in Section 45.011, Florida Statutes, in the aggregate liability amount of
$75,000.00. The bond shall be payable to the Members and shall insure (i) the faithful
performance of all duties of the Trustee under this Agreement, and (ii) against loss arising
from the want of honesty, integrity or fidelity of the Trustee.
.
6.7.1
The bond obligation shall run continuously from September 30, 2000 and shall
remain in full force and effect until terminated pursuant to the terms of this
Agreement. The bond obligation shall terminate on December 31, 2000 if the
Trustee (i) faithfully performs its duties hereunder, and (ii) honestly and faithfully
receives, holds and disburses funds and property as set forth herein. The bond
obligation may be terminated earlier by unanimous agreement of the Members.
6.7.2
The Trustee shall notify each Member within ten (10) days of (i) becoming aware
of any act which may be made the basis of a claim under the bond, or (ii) the
receipt of notice of the institution of any action or proceeding relating to the bond
or the Trustee's obligations hereunder.
Page 13 of30
...
.
.
.
6.7.3 The initial cost of the bond and any renewal premiums shall be paid or reimbursed
by the Members in the proportions set forth in Schedule 1.
6.7.4 The Trustee shall file such bond in the clerk's office in the county of administration
of the Trust pursuant to Section 737.304, Florida Statutes. Pursuant to Section
737.101, Florida Statutes, the Trust shall be administered in the Trustees usual
place of business, which is the City of Clearwater, Pinellas County, Florida.
Notwithstanding any contrary provision in this Agreement, the venue of any
litigation concerning the Trustee's performance or non-performance under this
Agreement shall be in Pinellas County, Florida.
7. Ne2ative Covenants. As of the Effective Date, no Party shall, without the prior written consent of
the other Parties:
7.1 Insofar as such pertain to MGAF, amend or terminate any of Party's Contracts, enter into any
Contract or commitment, or incur or agree to incur any liability, except in the ordinary course
of business, and in no event greater than five hundred dollars ($500.00) per item;
7.2 Insofar as such pertain to MGAF, create, assume, or permit to exist any new debt, mortgage,
pledge, or other lien, encumbrance or Security Interest against any asset or interest ofMGAF;
7.3
Insofar as such pertain to MGAF, take any material action outside the ordinary course of
business ofMGAF; or
7.4 Take any action which may have a material effect on the dissolution of MGAF or this
Agreement.
8.
Additional Assurances. The provisions of this Agreement shall be self operative and shall not require
further agreement by the Parties, except as may be herein expressly provided to the contrary; provided,
however, the Parties hereby agree that they shall sign any and all documents, agreements, Contracts,
certificates or other instruments as are convenient, required, or necessary under law or otherwise to
effectuate the provisions and agreements set forth herein, including any notices, bills of sale,
assignments, and any accommodations to lenders or to other business or contractual relations.
Additionally, the Parties shall cooperate and use their reasonable best efforts to have their past and
present members, directors, and their respective officers and employees cooperate with the others on
and after the Effective Date in furnishing information, evidence, testimony, and other assistance in
connection with any action, proceeding, arrangement, or dispute of any nature with respect to matters
pertaining to all periods during the term of the Creation Agreement prior to the Effective Date in
respect to the items subject to this Agreement or the Creation Agreement.
Page 14 of30
'll:.
. 9. Reoresentations. Each Party, to the best of its knowledge, hereby represents, warrants and
covenants, as follows:
9.1 It is duly authorized to enter into, execute, deliver and perfonn this Agreement and to perfonn
the covenants and obligations hereunder and execute, deliver and perfonn all documents and
instruments to be executed and delivered by it pursuant to this Agreement, and all required
governing board and other action in respect to the foregoing has been taken. This Agreement,
when executed by each Party's duly authorized officer named on the last page hereof, will
constitute a valid and binding obligation of that Party and does not require any consent or
referendum of the electors. The execution, delivery and perfonnance of this Agreement by each
Party does not and shall not violate any provision ofthe charter documents or enabling bylaws
of that respective Party and shall not result in the acceleration of any obligation under any
Contract, judgment or decree, instrument, order or arbitration award to which that Party is a
party or by which it is bound and each Party is not subject to any restriction, Contract, law,
judgment or decree which would prohibit or be violated by the execution, delivery and
perfonnance of this Agreement.
9.2 There is no action, suit, or proceeding before or by any court or governmental entity
pending against any of the Parties wherein any unfavorable ruling or finding would
materially and adversely affect the perfonnance by any of the Parties of their obligations
hereunder or any transaction contemplated hereby, or which would in any way adversely
. affect the validity or enforceability of this Agreement or any other agreement, instrument
or Contract entered into by any of the Parties in connection with the transactions
contemplated hereby.
9.3 Neither the execution and the delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, including any assignments and assumptions referred to
herein, shall (i) violate any constitution, statute, regulation, rule, injunction, judgment, order,
decree, ruling, charge, or other restriction of any government, governmental agency, Public
Agency or court to which a Party is subject or any provision of any Party's charter or bylaws, or
(ii) conflict with, result in a breach of, constitute a default under, resultin the acceleration of,
create in any Party the right to accelerate, terminate, modifY, cancel, or require any notice under
any Contract, license, Security Interest, instrument, or other arrangement to which a Party is a
party or by which it is bound. Except as expressly provided in this Agreement, no Party is
obligated to give any notice to, make any filing with, or obtain any authorization, consent, or
approv(ll of any Person, in order for the Parties to consummate the transactions contemplated
by this Agreement.
9.4 This Agreement constitutes the valid and legally binding obligations of the Parties, and will be
enforceable against such Parties in accordance with the respective tenns hereof
10. Waiver of Claims. Except to the extent expressly reserved herein, the Members hereby waive any
. Page 15 of30
.
.
.
and all claims, whether known or unknown, against MGAF arising prior to the Effective Date.
11.
Defaults and Remedies. Defaults and Remedies shall be governed pursuant to this Section unless
expressly set forth otherwise herein:
11.1 Default. As used in this Agreement, an "Event of Default" shall occur if any Party fails to (i)
pay any amount which it is obligated to pay by any provision of this Agreement, when and as
due and payable hereunder, or (ii) perform any of its other obligations under this Agreement.
11.2 Grace Period. If an Event of Default is not cured within the grace period set forth by this
Section 11.2, it shall become a "Breach." Anything contained in the provisions ofthis section to
the contrary notwithstanding, on the occurrence of an Event of Default, no Party may exercise
any rights or remedies which they hold under any provision of this Agreement or applicable law
unless and until:
11.2.1 Any non-defaulting Party has given written notice thereof to each defaulting Party, and
11.2.2 Each defaulting Party has failed, (i) if such Event of Default consists of a failure to pay
money, to pay all of such money within five (5) days after such notice, or (ii) if such
Event of Default consists of something other than a failure to pay money, to fully cure
such Event of Default within ten (10) days after such notice, or if such Event offiefault
cannot be cured within ten (10) days and the defaulting Party commences to cure same
within ten (10) days, to proceed diligently with efforts to cure such Event of Default
and to fully cure same within thirty (30) days.
11.3 Remedies. Subject to Sections 11.4 and 11.5, upon the occurrence of any Breach, any non-
breaching Party may take any or all of the following applicable actions:
11.3.1 Enforce any provision of this Agreement or any other Contract between the Parties by
injunction, temporary restraining order or other similar equitable remedy, to which each
Party hereby expressly consents and agrees shall be available as a remedy; and/or
11.3.2 Exercise any other legal or equitable right or remedy which any non-breaching Party
may have by law, in equity or otherwise.
11.4
Dispute Resolution. In the event any dispute concerning this Agreement arises between any of
the Parties, those Parties shall first attempt to resolve in good faith such dispute by informal
discussions and negotiations of their respective representatives. If the dispute is not resolved
within thirty (30) days of the initiation of such informal discussions and negotiations, any Party
to the dispute may send written notice to the other Parties, demanding that all Parties to the
dispute participate in non-binding mediation before one or more a mutually agreed upon
mediators, and all Parties to the dispute shall proceed to non-binding mediation. If such
Page 16 of30
'to,
.
.
.
mediation is unsuccessful in resolving the dispute within ninety (90) days after the date of said
notice, any of the Parties may resort to litigation for the purpose of resolving the dispute. To
the extent pennitted by law, the Parties hereby agree that any applicable statute of limitations
shall be tolled during such time as any dispute is subject to the dispute resolution mechanism
provided by this Section 11.4, but in no event shall the tolling period exceed ninety (90) days
from the date of said notice.
11.5
Waiver of Jury Trial. All Parties hereto, hereby release and waive any and all rights provided
by law to a trial by jury in any court or other legal proceeding initiated to enforce the terms of
this Agreement, involving any such Parties, or connected in any other manner with this
Agreement.
11.6.
Jurisdiction, Venue. Any suit, action or proceeding with respect to or arising out of this
Agreement shall have as its venue, any of the state courts in a county of the State of Florida in
which any party to the dispute resides. The Parties hereby accept such venue for the purpose of
any suit, action or proceeding.
11.7 Damages, Attorneys' Fees, and Costs.. Upon any Breach, a breaching Party shall remain liable
to the non-breaching Parties for all reasonable costs, fees and expenses incurred by the non-
breaching Parties in pursuit oftheir remedies hereunder, including but not limited to attorneys'
fees and costs. All such amounts shall be due and payable immediately upon demand by any
non-breaching Party and shall bear interest at ten percent (10%) per annum until paid.
12. Notices. Any notice, demand, or communication required, pennitted, or desired to be given hereunder
shall be deemed effective upon receipt by the addressee, if given by fax, hand delivery, overnight courier
service, or U. S. Mail sent first class with postage prepaid thereon, certified and return receipt requested,
with copies to all other Parties and addressed in accordance with Sections 12.1 through 12.1 O.
12.1
Notice toMGAF shall be sent to: (i) G. Fred Crabtree, Lake Apopka Natural Gas District, Post
Office Box 783007, Winter Garden, FL 34778-3007, Fax 407-656-9371; and (ii) David M.
Caldevilla, Esquire, de laParte & Gilbert, P.A., Post Office Box 2350, Tampa, Florida 33601-
2350, Fax 813-229-2712.
12.2
Notice to the City of Clearwater, individually and/or as Trustee, shall be sent to: (i)Brian
Langille, 400 North Myrtle Avenue, Clearwater, Florida 33755, Fax 727-462-6636; and
(ii) C.S. Warrington, 400 North Myrtle Avenue, Clearwater, Florida 33755, Fax 727-462-
6636.
12.3
Notice to the City of Defuniak Springs shall be sent to (i) Michael G. Standley, Post Office
Box 685, 70 U.S. Highway 90 West, DeFuniak Springs, Florida 32435, Fax 850-892-
6575; and (ii) John Rauch, Post Office Box 685, 70 U.S. Highway 90 West, DeFuniak
Springs, Florida 32435, Fax 850-892-8506.
Page 17 of30
...,.
.
.
.
12.4 Notice to the City of Leesburg shall be sent to: (i) Harmon F. Bynum, Jr., 223 South 5th
Street, Leesburg, Florida 34748, Fax 352-326-8887; and (ii) Donald M. Cochran, 223
South 5th Street, Leesburg, Florida 34748, Fax 352-326-8887.
12.5 Notice to the City of Live Oak shall be sent to: (i) J. Myron Holmes, J. Myron Holmes, 101
S.E. White Avenue, Live Oak, Florida 32060-3340, Fax 904-362-2876; and (ii) Willard
Hewiett, 101 S.E. White Avenue, Live Oak, Florida 32060-3340, Fax 904-362-2876.
12.6 Notice to the City of Perry shall be sent to: (i) William E. Brynes, Post Office Box 1907,
Perry, Florida 32347, Fax 850-584-2619; and (ii) Barney E. Johnson, 101 S.E. White
Avenue, Live Oak, Florida 32060-3340, Fax 850-584-2619.
12.7 Notice to the City of Sunrise shall be sent to: (i) Harry Zehender, 4747 Nob Hill Road,
Suite 5, Sunrise, Florida 33351, Fax 954-572-2416; and (ii) John C. DilIavou, 4747 Nob
Hill Road, Suite 5, Sunrise, Florida 33351, Fax 954-572-2416.
12.8 Notice to the Geneva County Gas District shall be sent to: (i) James F. Hatcher, Post
Office Box 280, Geneva, Alabama 36340-0280, Fax 334-684-2491; and (ii) James Earl
McDowell, Post Office Box 280, Geneva, Alabama 36340-0280, Fax 334-684-2491.
12.9 Notice to the Lake Apopka Gas District shall be sent to: (i) G. Fred Crabtree, Post Office
Box 783007, Winter Garden, FL 34778-3007, Fax 407-656-9371; and (ii) Jeny Kennedy, Post
Office Box 783007, Wmter Garden, FL 34778-3007, Fax 407-656-9371.
12.10 Notice to the Pa/atka Gas Authority shall be sent to: (i) Harvey C. Deno, Post Office Box
978, Palatka, Florida 32178-0978, Fax 904-352-9373; and (ii) Eula White, Post Office Box
783007, Wmter G....rden, FL 34778-3007, Fax 904-352-9373.
12.11 Changes. Any Party may change its above referenced representatives and/or addresses by
giving ten (10) days prior written notice to all other Parties.
13.
Counterparts and Oril!inals. This Agreement shall be executed in ten (10) identical originals. In
addition, this Agreement may be executed in any number of counterparts and by different Parties
hereto in separate counterparts, all of which when executed, delivered, and taken together shall
constitute one and the same instrument. General counsel for MGAF shall distribute one (1)
original of this Agreement with ten (10) duplicate signature pages to each Party. Each Party shall
duly execute all ten (10) signature pages and immediately after such execution, shall deliver all ten
(10) original signature pages and counterparts of this Agreement to MGAF's general counsel,
David M. Caldevilla, at Post Office Box 2350, Tampa, Florida 33601-2350. Upon receipt of all
originals and/or counterparts, MGAF's general counsel shall collate and deliver one (1) complete
and fully executed original to each Party. Upon receipt of same, each Member shall be responsible
Page 18 of30
.
.
.
17.
for filing and/or recording its original with the Clerk of the Circuit Court of the county in which
the Member is located and each other county where a local gas system operated by the Member is
located, and shall make any other filings or recordings as may be required by law, or as may be
necessary or appropriate.
14.
Cost of Transaction.
14.1 Each Party shall pay the fees, expenses, and disbursements of its own agents, representatives,
accountants, and counsel incurred in connection with the subject matter of this Agreement, and
any amendments thereof, and the costs, Taxes, recording fees, and other fees arising from or
related to, that Party's participation in this Agreement.
14.2 The Members acknowledge and agree that certain costs and expenses related to the dissolution
ofMGAF, the winding down of its affairs, the liquidation of its assets and the satisfaction of its
obligations, including but not limited to costs and expenses of the Trustee, the auditors engaged
to perfonn an annual audit ofMGAF, and other professionals will be incurred by the Parties
after the Effective Date and/or after the dissolution ofMGAF. All invoices received by the
Trustee after September 30,2000 shall be payable by the Members in accordance with Sections
5 and 6, provided that any such costs and expenses incurred by or on behalf of the Members
after September 30, 2000, shall be payable directly by the Members in the proportions set forth
in Sections 4.8,4.9, and/or 6.2.3, and/or Schedule 1, as the circumstances require.
15.
Amelldments and Waivers. No amendment, supplement, modification, or waiver of this
Agreement, shall be binding unless executed in writing by all Parties hereto, and filed with the
Clerk of the Circuit Court of each county in which the Members are located and where a local gas
system operated by any of the Members is located.
16.
Waivers of Breach. The waiver by any Party of a Default, Breach or other violation of any provision
of this Agreement shall not operate as, or be construed to constitute, a waiver of any subsequent
Default, Breach or other violation. No such waiver as to any instance involving the exercise of any such
right shall be deemed a waiver as to any other such instance or any other such ~ght.
Entire A2:reement. This Agreement and all schedules attached hereto (ifany) supersede all previous
Contracts, and constitutes the entire agreement of whatsoever kind or nature existing between or among
the Parties respecting the subject matter hereof, and no Party shall be entitled to benefits other than
those specified herein. As between or among the Parties, no oral statements or prior written material
not specifically incorporated herein shall be of any force and effect. The Parties specifically
acknowledge that, in entering into and executing this Agreement, the Parties rely solely upon the
representations and agreements contained in this Agreement and no others. All prior representations or
agreements, whether written or verbal, not expressly incorporated herein, are superseded, and no
changes in or additions to this Agreement shall be recognized unless and until made in writing and
signed by all Parties hereto.
Page 19 of30
.
.
.
18.
Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties hereto and shall in
no way be construed to entitle any other third party to any compensation or benefit and does not create
any other third party beneficiaries and shall not confer any rights or remedies upon any Person other
than the Parties, and their respective successors and permitted assigns.
19. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement.
In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring
or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. This
Agreement shall be construed and interpreted in accordance with, and shall be governed by, the laws of
the State of Florida. The Parties hereto shall perform their obligations hereunder in a manner which
complies with all applicable local, state, and federal laws, rules, and regulations.
20. Severability. Unless expressly stated otherwise herein, in the event that anyone or more of the
provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect by a court of competent jurisdiction or in any other proceeding, such invalidity, illegality
or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been contained herein and the
remainder of the provisions and the Agreement shall continue in full force and effect.
21.
Attornev's Fees. In any action or dispute, at law or in equity, that may arise under or out of or
otherwise relate to this Agreement or the transactions contemplated hereby, the prevailing Party shall
recover its legal expenses, including reasonable attorneys' fees, legal assistants' fees, costs and expenses,
from the non-prevailing Party at all court levels (including bankruptcy proceedings and appeals), in
addition to any other relief to which that Party shall be entitled.
22.
Headim!'s and Caotions for Reference Onlv. The titles, headings and captions preceding the text of
each section and/or sub-section of this Agreement are for convenience only and shall not be construed
to define, modify, expand, limit, affect the construction of, or be taken into account in interpreting the
substance of this Agreement.
23.
Time of Essence. With regard to all dates, deadlines and time periods set forth or referred to in this
Agreement, time is strictly of the essence. No waiver of the time ofperfonnance of any obligation of
any Party shall result from any express or implied act or omission of any other Party, except for a
written waiver executed by all Parties. Whenever the time for the perfonnance of any action or
condition contained in this Agreement falls on a Saturday, Sunday or a legal holiday, such time shall be
extended to the next business day.
24.
Successors and Assi2ns. This Agreement shall be binding upon and shall inure to the benefit of the
Parties and their respective successors and permitted assigns; provided, that no Party may assign any of
its rights or obligations hereunder without the prior written consent of the other Parties which consent
Page 20 of30
~.
.
.
.
shall not be unreasonably withheld. Any attempted assignment without the prior written consent of the
other Party shall be invalid and unenforceable against the other Parties.
25.
Ri2hts and Remedies Cumulative. No right or remedy herein conferred upon or reserved to any
Party is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the
extent pennitted by law, be cumulative and in addition to every other right and remedy given hereunder,
or existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or
remedy.
26.
Schedules. Each Schedule to this Agreement is hereby incorporated by this reference and shall be
considered a part hereof as if set forth herein in full. The Schedules to this Agreement are as follows:
26.1 Schedule 1 - Table identifying the agreed upon share of indebtedness and/or liquidation
proceeds for each respective Member.
IN WITNESS WHEREOF, the Parties have caused this Interlocal Agreement to be executed and
delivered as of the day and year first above written.
ATTEST:
MUNICIP AL GAS AUTHORITY OF FLORIDA
SECRETARY
BY:
BY:
ITS:
APPROVED AS TO FORM:
de la Parte and Gilbert, P.A.
BY:
David M. Caldevilla
Counsel for Municipal Gas Authority of Florida
[THIS SPACE INTENTIONALLY LEFT BLANK]
Page 21 of30
....
.
.
.
Countersigned:
CITY OF CLEARWATER, individually and as Trustee
By:
Brian 1. Aungst
Mayor-Commissioner
Approved as to form:
William B. Home, II
Interim City Manager
Attest:
Jane C. Hayman
Assistant City Attorney
Cynthia E. Goudeau
City Clerk
[THIS SPACE INTENTIONALLY LEFT BLANK]
Page 22 of30
.
.
.
ATTEST:
CITY CLERK
BY:
CITY OF DEFUNlAK SPRINGS
CITY COUNCIL
BY:
ITS:
APPROVED AS TO FORM:
BY:
Counsel for the City ofDefuniak Springs
[TIDS SPACE INTENTIONALLY LEFT BLANK]
Page 23 of30
..
.
.
.
ATTEST:
CITY CLERK
BY:
CITY OF LEESBURG
CITY COUNCIL
BY:
ITS:
APPROVED AS TO FORM:
BY:
Counsel for the City of Lees burg
[THIS SPACE INTENTIONALLY LEFT BLANK]
Page 24 of30
.
.
.
ATTEST:
CITY CLERK
BY:
CITY OF LIVE OAK
CITY COUNCIL
BY:
ITS:
APPROVED AS TO FORM
BY:
Counsel for the City of Live Oak
[TillS SPACE INTENTIONALLY LEFT BLANK]
Page 25 of30
.
.
.
ATTEST:
CITY CLERK
BY:
CITY OF PERRY
CITY COUNCIL
BY:
ITS:
APPROVED AS TO FORM
BY:
Counsel for the City ofPeny
[THIS SPACE INTENTIONALLY LEFT BLANK]
Page 26 of30
.
.
.
ATTEST:
CITY CLERK
BY:
CITY OF SUNRISE
CITY COUNCIL
BY:
ITS:
APPROVED AS TO FORM
BY:
Counsel for the City of Sunrise
[THIS SPACE INTENTIONALLY LEFT BLANK]
Page 27 of30
.
.
.
ATTEST:
CLERK
BY:
GENEVA COUNTY GAS DISTRICT
BY:
ITS:
APPROVED AS TO FORM
BY:
Counsel for Geneva County Gas District
[TillS SPACE lNTENTIONALLY LEFT BLANK]
Page 28 of30
.
.
.
ATTEST:
CLERK
BY:
LAKE APOPKA NATURAL GAS DISTRICT
BY:
ITS:
APPROVED AS TO FORM
BY:
Counsel for Lake Apopka Natural Gas District
[TillS SPACE INTENTIONALLY LEFT BLANK]
Page 29 of30
.
.
.
ATTEST:
CLERK
P ALATKA GAS AUTHORITY
BY:
BY:
ITS:
APPROVED AS TO FORM
BY:
Counsel for the Palatka Gas Authority
[THIS SPACE INTENTIONALLY LEFT BLANK]
124855.07/99069-000
Page 30 of30
.
IledUle 1
.
(.
MGAF Member Usage 1994
:!:!i:ii:!!::!iiiIIi,ii!ii!:!I!:}!'i!:i;f:'if....'.r......................w......tf.lr............................................................w.................. '''If ....... ............, ................. ......... .... ........ ................. ............................ ........... ........ .......... ....... ... ... ......,...
January
February
March
April
May
June
July
August
September
October
November
December
-"11I6I_
Table Identifying Agreed Upon Share of Indebtedness
and/or Liquidation Proceeds for Each MGAF Member
fP .ij~tW~.t~n:::t ~;;UijiilK{r::i,:::Q(lij$.v~),i:t:::f:::::r:Wi(k.~?.sP9pRa.i::il:ii:ijJ.IiO'nttiHtt't.ii&~iQiWH:H:;:iH~ji*k.j:t::':Ht::it:eijUYimii:m'(i::(:::$.@djj~)t::ii::tiM
187,838 16,776 36,821 191,059 138,162 20,514 45,247 32,651 43,738
147,649 9,043 19,614 143,432 95,317 23,398 24,254 18,738 35,102
153,655 8,155 15,992 125,397 102,380 10,448 22,287 16,138 36,613
120,171 4,355 9,347 96,597 107,066 7,263 13,455 10,454 31,429
109,518 3,822 9,124 83,853 117,980 6,944 12,001 9,759 29,634
99,502 1,260 8,780 51,648 80,531 6,072 11,059 8,878 27,711
102,444 3,093 8,859 41,941 45,023 5,786 10,660 8,758 28,300
104,518 1,251 11,711 58,177 55,238 4,622 10,678 8,849 30,233
102,245 1,136 15,538 53,075 57,075 5,146 10,785 8,328 30,931
113,819 3,655 14,124 63,069 60,722 6,008 12,829 10,343 32,521
123,516 4,166 16,603 111,451 110,751 8,649 16,761 13,699 34,623
156.416 9,605 26,348 161,715 156,968 14,193 30,943 21,671 40,379
.. .... ... ... .. .... .... .... . . . . . . . . . . . . . ...... ... ....".. .,........ ............. ........... ............. .... -.............. ........
~