TERM LPG AGREEMENT FOR ONE YEAR
J
'CUSTOMER COpy
Texaco Wholesale Propane,
a division of Texaco Natural Gas Inc
Term LPG Agreement
This AGREEMENT, made and entered into this October 7, 1999, by and between Texaco Wholesale Propane,
a division of Texaco Natural Gas Inc., a Delaware corporation, having an office at PO Box 1650, Tulsa, OK 74102,
("Seller") and Clearwater Gas Systems, Trading As Clearwater Gas Systems, having an office at 400 N Myrtle
Ave., Clearwater, FL 33755-4433 ("Buyer").
In consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
1. SALE.
(a) Seller hereby agrees to sell and deliver and Buyer agrees to buy, receive and pay for Propane
(described in Exhibit A attached hereto and incorporated herein) of the kind and quality marketed by
Seller at the time and place of delivery in quantities specified from time to time by Buyer and set forth
in Exhibit A.
(b) Purchases permitted by Seller in excess of the total volumes set forth in Exhibit A during any annual
period shall not operate as a waiver of Seller's right to restrict purchases to such total volumes during
any subsequent annual period.
(c) If Buyer fails to purchase and receive at least 80% of the total quarterly quantity of Propane in any
quarter, for any reason, other than is provided for in article 17 (Force Majeure), Seller, at its option,
may cancel this Agreement on thirty (30) days written notice or reduce the quantities of any such
Propane for each remaining quarter of this Agreement by the difference between the quantities
purchased and received by the Buyer and the quantities specified for the period. Any such quarterly
reduction shall be prorated over the three (3) months of such quarter. Nothing herein shall operate as a
waiver of Seller's right to terminate or cancel this Agreement as otherwise provided herein.
2. PRICE; ADJUSTMENTS.
(a) The price to be paid by Buyer for Propane at each delivery point shall initially be the amount set forth
on Exhibit A. Seller may, at any time and from time to time, change any price at any or all locations
without notice to Buyer.
(b) If Seller's right to charge or receive any price payable pursuant hereto, or to revise any such price as
herein provided, is restricted or prohibited by law, regulation or order of any government authority,
Seller may, from time to time, terminate the provisions of this Agreement insofar as they apply to the
Propane, the price or prices for which are so restricted or prohibited, upon thirty (30) days prior written
notice to Buyer. Upon the expiration of said thirty (30) days, it is understood that any such Propane
shall be deemed deleted from this Agreement but that this Agreement shall otherwise continue to
remain in full force and effect.
3. PAYMENT TERMS.
(a) Seller shall invoice Buyer for Propane as set forth on Exhibit A. Payment by check, wire transfer or via
Seller's electronic fund transfer (EFT) system for such Propane shall be made by Buyer upon receipt of
the invoice at such place and in the manner as indicated on Seller's invoice or as otherwise designated
by Seller.
(b) If, in the sole judgment of Seller, the financial responsibility of Buyer becomes impaired or
unsatisfactory, Seller may require Buyer to make an advance cash payment or provide other acceptable
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security (including, but not limited to, an irrevocable bank letter of credit from a financial institution
acceptable to Seller). If Buyer fails to provide such payment or security, Seller may, without waiving
any rights or remedies, withhold further deliveries until such payment or security is received. Buyer's
duty to provide such credit assurances shall be a condition precedent to Seller's obligation to perform
under this Agreement.
(c) If payment is not made within the specified time, Seller may: (a) offset all or any portion of the unpaid
balance against moneys owed to Buyer under this Agreement or any other agreement between the
parties, and (b) charge interest on any portion of the unpaid balance not offset at the lesser of one and a
half percent (1-1/2%) per month or the highest rate permitted by law; and Seller shall be entitled to
recover its reasonable costs of collection, including attorney's fees. In addition to the foregoing rights,
Seller may, at its sole option, suspend deliveries to Buyer until all previous deliveries to Buyer have
been paid in full; place Buyer on a cash delivery basis; require an approved irrevocable bank letter of
credit; require prepayment; require all future payments be made by EFT or immediately cancel this
Agreement or any portion thereof without notice.
4. PLACES OF DELIVERY. Deliveries hereunder shall be made to Buyer at the location designated in
Exhibit A.
5. QUANTITIES. Deliveries hereunder shall be made to Buyer in the quantities designated in Exhibit A. In the
event deliveries are made in tank cars, deliveries within ten (10) percent of amounts called for by this
Agreement or any installment thereof shall be deemed sufficient deliveries by the Seller. However, Buyer
shall only be required to pay for the actual amounts delivered.
6. TERM. This Agreement is effective for one (1) year from the date first above written and shall automatically
renew from year to year, unless either party provides written notice of termination at least sixty (60) days
prior to the expiration of the current term. Either party may cancel this Agreement at any time by written
notice upon failure of the other party to strictly perform any of the obligations of this Agreement.
7. DISPUTES AS TO PRICES OR FEES. If at any time during the term of this Agreement there shall arise
between the parties hereto a difference of opinion regarding any amount payable by Buyer to Seller, Buyer
shall remit, as a minimum, the amount Buyer calculates as payable with the difference remaining in dispute.
Seller, at its option, may suspend all deliveries hereunder until the difference of opinion is settled to the
satisfaction of Seller; however, this shall not relieve Buyer of the obligation to purchase and pay for the total
Propane quantity subject hereto as set forth in Article 2. Upon the written request of Buyer, Seller shall
continue delivery of Propane at the prices which Seller has in effect on the date of delivery and, as to
deliveries so made, such prices shall be final and conclusive, but shall not prejudice Buyer's position
regarding the correctness of the prices for any prior deliveries.
8. CLAIMS. Any claims for defect or variance in quality or shortage in quantity of Propane shall be made
within two (2) days after Propane is delivered, and Seller shall be notified and given an opportunity to inspect
Propane. If Propane is delivered in equipment furnished by Seller such notice of shortage and opportunity to
inspect shall be given before Propane is unloaded. If Propane is delivered in equipment furnished by Buyer or
if it is made at Seller's refinery, terminal or other supply point, such notice and opportunity to inspect shall be
given before the Propane is moved from the point of shipment. If equipment furnished by Seller is in bad
order or leaking, Buyer shall notifY the owner of the equipment and secure examination by the authorized
agent of said owner as to the condition of Propane before the same is unloaded. Failure of Buyer to comply
with these requirements shall operate as a waiver of any and all claims that Buyer may have.
9. MARKET WITHDRAWAL. In the event Seller elects to withdraw from marketing of Propane covered by
this Agreement in the areas supplied to Buyer, Seller may terminate this Agreement at any time without
further liability on one hundred eighty (180) days prior written notice. Upon receipt of the aforesaid notice of
termination, Buyer may at anytime thereafter terminate this Agreement prior to the expiration of said 180-day
period, upon delivery of written notice of termination to Seller.
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10. ODORIZATlON.
(a) Buyer acknowledges receipt of Seller's propane odorization bulletin entitled "Propane Odorization
Information," which may be updated from time to time. This bulletin includes information that, among
other things, explains why propane odorant may not always be effective and may, in fact, dissipate.
(b) Propane sold and delivered hereunder shall be odorized as required by applicable law and regulation.
Prior to unloading any shipment of Propane sold hereunder, Buyer agrees to inspect such Propane and
to confirm that it has been odorized in accordance with this Agreement. If Buyer's inspection reveals
that Propane has not been so odorized, Buyer shall add ethyl mercaptan in sufficient quantity to satisfy
the requirements of this Agreement, and Seller shall reimburse Buyer promptly for the cost of adding
such ethyl mercaptan, including reasonable labor costs, upon Seller's receipt of Buyer's written request
for reimbursement. Buyer further agrees to test for the presence of odorant prior to resale in order to
identify any loss of odorant due to handling or storage and to add ethyl mercaptan to Buyer's
satisfaction. SELLER DOES NOT KNOW HOW BUYER OR ITS CUSTOMERS WILL HANDLE,
STORE AND OR USE THE PROPANE, AND MAKES NO WARRANTY EXPRESS OR IMPLIED,
REGARDING THE PROPANE OR THE ODORANT EXCEPT AS EXPLICITLY SET FORTH IN
THIS AGREEMENT AND THE BULLETIN. Buyer agrees to provide its employees and its customers
with information regarding the characteristics or propane, how those characteristics relate to Buyer's or
Buyer's customers use of the propane, and the limitations of any odorant, including ethyl mercaptan.
II. HEALTH AND SAFETY INFORMATION. Buyer shall disseminate to its customers appropriate health
and safety warnings and notices concerning Propane purchased from Seller hereunder. Buyer shall cooperate
with Seller to. facilitate the dissemination of any health and safety warnings and notices from Seller
concerning the Propane purchased hereunder. In this regard, upon request of Seller, Buyer shall promptly
provide to Seller an accurate listing of the types of uses made of Propane sold hereunder by Buyer, and
provide accurate information in response to such requests. Further, Buyer shall make reasonable efforts to
determine the uses of the Propane sold hereby by Buyer's customers. Buyer shall also transmit to Buyer's
customers any health and safety warnings and notices from Seller, promptly after such warnings and notices
are furnished to Buyer by Seller.
12. SPECIFICA TlON. The Propane quantities sold and purchased hereunder shall be adjusted to 60 degrees
Fahrenheit and meet all other of the latest applicable GPA Specifications in force at the time of such sale and
purchase, unless otherwise specified.
13 . WARRANTIES; DISCLAIMER.
(a) Seller warrants that the Propane supplied hereunder shall conform to the specifications set forth herein,
that Seller will convey good title thereto, and that said Propane shall be delivered free and clear of liens
and encumbrances. OTHER THAN THOSE WARRANTIES EXPRESSLY STATED IN THIS
AGREEMENT, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OF
MERCHANTABILITY, FITNESS, OR SUITABILITY OF THE PROPANE FOR ANY
PARTICULAR USE OR PURPOSE.
(b) Buyer represents and warrants to Seller that Buyer is: (i) knowledgeable and aware that Propane
delivered hereunder is a hazardous material, (ii) sophisticated and knowledgeable of the hazards and
risks associated with Propane; and that the handling, receipt, transportation storage and use of propane
and Propane received hereunder shall be in full compliance with all applicable federal and state laws,
rules and regulations. BUYER FURTHER REPRESENTS AND WARRANTS IT IS
KNOWLEDGEABLE AND A WARE THA T ODORANT LOSS, DEGRADA TION OR
ABSORPTION MAY OCCUR DURING THE TRANSPORTATION AND STORAGE OF PROPANE
AND THE RESULTING POTENTIAL FOR LACK OF WARNING OF PROPANE PRESENCE.
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14. LIMITATIONS OF LIABILITY. BUYER'S EXCLUSIVE REMEDY FOR ALL LOSSES OR
DAMAGES RESULTING UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY
ALLEGA TIONS OF BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE
(ORDINARY OR GROSS) OR STRICT LIABILITY, SHALL BE LIMITED, AT SELLER'S OPTION, TO
EITHER THE RETURN OF THE PURCHASE PRICE OR THE REPLACEMENT OF PROPANE FOR
WHICH A CLAIM IS MADE AND PROVED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
THE OTHER FOR ANY SPECIAL, CONSENQUENTIAL, INCIDENTIAL, INDIRECT OR PUNITIVE
DAMAGES ARISING UNDER THIS AGREEMENT.
15. INDEMNITY. BUYER, TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHALL DEFEND,
PROTECT, INDEMNIFY, RELEASE AND HOLD HARMLESS SELLER, ITS PARENT, AFFILIATE
AND SUBSIDIARY COMPANIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES
AND AGENTS ("INDEMNIFIED PARTY(IES)"), AGAINST ALL CLAIMS, DEMANDS OR CAUSES
OF ACTIONS, SUITS, DAMAGES, LIABILITIES, JUDGMENTS, LOSSES AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES AND COSTS OF LITIGATION,
WHETHER INCURRED FOR AN INDEMNIFIED PARTY'S PRIMARY DEFENSE OR FOR
ENFORCEMENT OF ITS INDEMNIFICATION RIGHTS) WHICH MAYBE INCURRED BY AN
INDEMNIFIED PARTY OR ASSERTED BY BUYER (INCLUDING, WITHOUT LIMITATION,
BUYER'S EMPLOYEES, CONTRACTORS AND AGENTS) OR BY ANY THIRD PARTY ON
ACCOUNT OF (I) ANY PERSONAL INJURY, DISEASE OR DEATH OF ANY PERSON(S), DAMAGE
TO OR LOSS OF ANY PROPERTY, OR MONEY DAMAGES OR SPECIFIC PERFORMANCE OWED
TO BUYER OR ANY THIRD PARTY (BY CONTRACT OR OPERATION OF LAW), AND ANY FINES,
PENALTIES, ASSESSMENTS, ENVIRONMENTAL RESPONSE COSTS. OR INJUNCTIVE
OBLlGA TIONS CAUSED BY, ARISING OUT OF, OR IN ANY WAY INCIDENTAL TO OR IN
CONNECTION WITH, ACTIONS OR OMISSIONS OF BUYER (INCLUDING, WITHOUT LIMITATION,
ITS EMPLOYEES, CONTRACTORS AND AGENTS) OR ANY THIRD PARTY INCLUDING, WITHOUT
LIMITATION (a) THE SOLE NEGLIGENCE (ORDINARY OR GROSS), FAULT OR STRICT LIABILITY
OF BUYER AND (b) THE CONCURRENT NEGLIGENCE (ORDINARY OR GROSS), FAULT OR
STRICT LIABILITY IN ANY COMBINATION OF THE INDEMNIFIED PARTIES AND/OR BUYER
AND/OR ANY THIRD PARTY; AND (2) ANY BREACH OF ANY REPRESENTATION, WARRANTY
OR COVENANT OF BUYER CONTAINED IN THIS AGREEMENT.
IT IS THE INTENTION OF THE PARTIES THAT THE OBLIGATIONS OF BUYER UNDER THIS
ARTICLE ARE WITHOUT REGARD TO WHETHER THE NEGLIGENCE (ORDINARY OR GROSS),
FAUL T OR STRICT LIABILITY OF AN INDEMNIFIED PARTY IS A CONTRIBUTORY FACTOR, AND
SUCH OBLIGATIONS ARE INTENDED TO PROTECT THE INDEMNIFIED PARTIES AGAINST THE
CONSEQUENCES OF THEIR OWN NEGLIGENCE (ORDINARY OR GROSS), FAULT OR STRICT
LIABILITY. ONLY THOSE MA TIERS WHICH ARE DETERMINED BY A FINAL NONAPPEALABLE
JUDGMENT TO BE A RESULT OF THE SOLE NEGLIGENCE, (ORDINARY OR GROSS) FAULT OR
STRICT LIABILITY OF AN INDEMNIFIED PARTY AND NOT CAUSED OR CONTRIBUTED TO BY
THE NEGLIGENCE (ORDINARY OR GROSS) FAULT OR STRICT LIABILITY OF BUYER OR ANY
THIRD PARTY SHALL BE EXCLUDED FROM THE BUYER'S DUTY TO INDEMNIFY, RELEASE
AND HOLD HARMLESS THE INDEMNIFIED PARTIES. IN SUCH CASES, SELLER AGREES TO
REIMBURSE BUYER FOR ITS REASONABLE ATTORNEY'S FEES, LITIGATION EXPENSES AND
COURT COSTS. THE INDEMNIFIED PARTIES EXPRESSLY RESERVE THE RIGHT TO
PARTICIPATE IN THEIR DEFENSE WITH COUNSEL OF THEIR OWN CHOOSING. BUYER'S
OBLIGATIONS UNDER THIS ARTICLE SHALL SURVIVE THE EXPIRATION OR TERMINATION OF
THIS AGREEMENT.
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16. INSURANCE REQUIREMENTS. Buyer shall maintain, at its sole cost, or provide by self-
insurance or by self-funding, the insurance coverage set forth below. Certificates or a letter of self-insurance
evidencing the required insurance coverage shall be delivered to Seller prior to the effective date of this
Agreement.
(a) Workers' Compensation Insurance as required by law covering Buyers' employees.
(b) Employers' Liability Insurance protecting Buyer against common law liability with statutory limits of
$100,000 per person and $200,000 per occurrence.
(c) Commercial General Liability Insurance with statutory limits of liability of $ 100,000 per person and
$200,000 per occurrence in accordance with Section 768.28, Florida Statutes.
(d) Business Automobile Liability Insurance for all operations of Buyer with limits of liability of $1 00,000
per person and $200,000 per occurrence in accordance with Section 768.28, Florida Statutes.
(e) Excess Liability Insurance over statutory limits in (c) and (d) above of at least $2,000,000 with a self-
insured retention of $500,000.
Buyer is a Florida public entity and nothing herein is intended to serve as a waiver of sovereign immunity by
Buyer. Nothing herein shall be construed as consent by Buyer to be sued by third parties in any manner
arising out of this Agreement.
17. FORCE MAJEURE.
(a) Unless otherwise expressly provided for in this Agreement, failure (in whole or in part) or delay on the
part of either party in the performance of any of the obligations imposed upon such party hereunder
shall be excused, and such party shall not be liable for damages or otherwise on account thereof, when
such failure or delay is the direct or indirect result of any of the following causes, whether or not
existing at the date hereof, and whether or not reasonably within the contemplation of the parties at the
date hereof, namely: Acts of God, earthquakes, fire, flood, or the elements, malicious mischief,
insurrection, riot, strikes, lockouts, boycotts, picketing, labor disturbances, public enemy, war (declared
or undeclared), compliance with any federal, state or municipal law, or with any regulation, order, rule,
recommendation, request or suggestion (including, but not limited to priority, rationing or allocation
orders or regulations) of governmental agencies, or authorities or representatives of any government
(foreign or domestic) acting under claim or color of authority; total or partial failure or loss or shortage
of all or any part of transportation facilities ordinarily available to and used by a party hereto in the
performance of the obligations imposed by this Agreement, whether such facilities are such party's
own or those of others; or, if failure or delay be that of Seller, the commandeering or requisitioning by
civil or military authorities of any raw or component materials, Propane, or facilities including, but not
limited to, producing, manufacturing, transportation and delivery facilities; perils of navigation, even
when occasioned by negligence, malfeasance, default, or errors in judgement of the pilot, master,
mariners or other servants of the ship's owner; or any cause whatsoever beyond the control of either
party hereto, whether similar to or dissimilar from the causes herein enumerated.
(b) A third party Year 2000 problem that prevents either party from meeting its obligation hereunder is a
force majeure event. The party whose performance is prevented by an event of force majeure must
provide notice to the other party, said notice to provide reasonably full particulars of the event or
occurrence. Initial notice may be given orally; however, written notice is required as soon as
reasonably possible. Upon providing written notification of force majeure to the other party, the
affected party will be relieved of its performance obligation, except for payment of monies due
hereunder, and shall use all reasonable efforts to resume performance.
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(c) If by reason of any of the foregoing causes Seller is unable to make deliveries to all its customers
(whether under contract or not) its failure in whole or in part to make deliveries to Buyer, while
delivering to others, shall not be a breach of this Agreement and in such event Seller may, but shall not
be obligated to, prorate its available supply.
(d) Upon cessation of the cause or causes for any such failure or delay, performance hereof shall be
resumed, but such failure or delay shall not operate to extend the term of this Agreement nor obligate
either party to make up deliveries or receipts, as the case may be.
(e) Seller may suspend deliveries so long as its cost of performance is increased and the increased cost
cannot be recovered by an equivalent increase in the price to be paid by Buyer. Nothing herein shall
excuse Buyer from paying Seller, when due, any amounts payable hereunder or pursuant hereto.
18. TANK CAR DETENTION. In the event that Seller's tank cars are used for transportation hereunder, then
Seller shall allow Buyer a period of forty-eight (48) hours (Saturdays, Sundays and statutory holidays
excepted) for offloading such tank cars commencing at:
(a) 7:00 a.m. of the first morning following notification to Buyer (or Buyer's consignee) by the delivering
railroad that a tank car is available for placement, or
(b) in the event that notification is not given by the delivering railroad, such times as the tank car is
delivered to Buyer's (or Buyer's consignee's) offloading facilities.
(c) Upon the expiration of such forty-eight (48) hour period, Buyer agrees to pay Seller a detention charge
until such time as the tank car has been returned to the delivering railroad or otherwise placed in
accordance with written instruction of Seller.
(d) The detention charge for the first ten (10) days shall be $50 dollars for each day (or part thereof)
including Saturdays, Sundays and statutory holidays.
(e) After the tenth day, the detention charge shall be at the rate of $75 dollars for each day, (or part
thereof), including Saturdays, Sundays and statutory holidays.
Any claim by Buyer for a reduction of such detention charges shall be supported by certified railway arrival
and release documents.
19. TANK CAR HANDLING AND LOADING.
(a) Buyer agrees not to divert Seller's tank cars or to consign them to any other routing or to any other
destination than that set out in the return billing instructions without first obtaining the written consent
of Seller. Any shipments in Seller's tank cars to destinations outside mainland U.S. shall first require
Seller's written permission.
(b) Seller shall not be obligated to load or ship partially filled tank cars. If Seller's tank cars used for
shipment of Propane to a destination are not the same as a class of tank cars specified for service to that
destination, additional charges may be incurred. Buyer shall be responsible for any such additional
charges that may be incurred.
20. NON-MILEAGE COMPENSATED MOVEMENTS. In the event that Seller's tank cars are used for
transportation and Buyer is responsible for freight payments and such freight payments exclude mileage
compensation, Buyer agrees to pay to Seller an additional amount per shipment equal to the mileage
compensation that would have been paid on Seller's tank cars under a mileage compensated service.
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21. INDEPENDENT STATUS OF BUYER. This Agreement shall not be deemed to reserve, give or grant to
Seller any right to manage or control the day-to-day business of Buyer. Buyer is, and shall be at all times, an
independent business which is free to select its customers, purchase and sell propane from sources other than
Seller and set its own selling prices and terms of sale and generally conduct business as it wishes subject to the
obligations set forth in this Agreement.
22. IMPRACTICALITY.
(a) In the event Seller's capacity to perform as to all or some of its customers, including Buyer, becomes
impractical in Seller's sole judgment for any reason whatsoever, Seller shall be relieved of its
obligation to perform hereunder and shall not be obligated to Buyer by reason of any delay in
performance in whole or in part except to the extent of provided Propane to Buyer on the same
allocation formula (to be solely determined by Seller) as other buyers in the same class of trade served
from the same shipping point. Seller shall notify Buyer in writing of its lack of capacity to perform
hereunder. In such notification Seller shall advise Buyer the quantities, if any, Seller will be able to
supply Buyer in the foreseeable future. Within ten (10) days thereafter Buyer shall notify Seller
whether it wishes to purchase such reduced quantities where Seller has advised that reduced quantities
are available, otherwise this Agreement shall be suspended until Seller's capacity to perform in Seller's
judgement, is restored; provided, however, that Buyer's obligation to pay for deliveries of Propane
made prior to the time Seller's capacity became impractical shall continue as though no suspension of
the Agreement had taken place.
(b) If Seller determines that it is unable to perform hereunder by reason of any federal, state, or local law or
regulation, order, rule, recommendation, request or suggestion relating to priority, rationing or
allocation of any Propane covered hereby, Seller may suspend this Agreement at any time on ten (10)
days prior notice to Buyer until such time as Seller determines its ability to perform is restored. In the
event this Agreement is suspended as herein provided, Seller shall not be obligated to make up
shipments not made as a result of such suspension; provided, however, that Buyer's obligation to pay
for deliveries of Propane made prior to Seller's inability to perform hereunder shall continue as though
no suspension of the Agreement had taken place.
23. ENTIRETY OF AGREEMENT. This Agreement, including Exhibit A (attached hereto) is the entire
agreement of the parties. This Agreement is intended by the parties to be the final, complete and exclusive
embodiment of their agreement about the matters covered herein and no prior stipulation, agreement or
understanding of the parties or their agents shall be valid or enforceable.
24. WAIVER. The right of either party to require strict performance by the other of any and/or all obligations
imposed upon the other by this Agreement shall not in any way be affected by any previolis waiver,
forbearance or course of dealing.
25. LEGAL REQUIREMENTS. Both parties shall comply with all applicable laws, rules, regulations, orders,
and other legal requirements of all federal, state, municipal or other governmental entities pertaining to this
Agreement and the loading, unloading, storage, transportation and sale of Propane.
26. TAXES.
(a) Buyer assumes responsibility for the payment of all federal, state and local taxes, licenses, fees and/or
duties, including but not limited to: PERC fees, gross receipts taxes, occupation taxes, motor fuel taxes,
sales and use taxes, franchise taxes, income taxes, ad valorem taxes, property taxes, inspection fees,
license fees, and all other taxes, fees and licenses arising from the purchase, sale, transfer or
disposition, holding for sale, transfer or disposition, transportation of er use of Propane covered by this
Agreement. Should any government authority require Seller to pay taxes, penalties, or interest which
Agreement are the responsibility of Buyer, Buyer agrees to reimburse Seller for all amounts so paid by
Seller.
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(b) If any federal, state or local law authorizes Buyer to purchase Propane covered by this Agreement
without the payment of federal, state or local taxes, Buyer agrees to furnish Seller evidence satisfactory
to Seller of such authority. Until Buyer presents Seller with acceptable evidence of such authority,
Seller shall be entitled to invoice Buyer for all applicable taxes.
27. ASSIGNABILITY. Buyer shall not sell, assign or dispose of Buyer's interest in this Agreement in whole or
in part, directly or indirectly, by operation of law or otherwise without the prior written consent of Seller in
each instance, and this requirement may not be waived except in writing. In the event Buyer is a corporation
or other business entity, this article shall be deemed to apply to the sale, assignment or other disposition of the
ownership of any share or interest in such corporation or business entity. It is further understood and agreed
that if an assignment is made with Seller's prior written consent (a) to a corporation or other business entity,
all owners of any share or interest in such corporation or other business entity, shall agree to be jointly and
severally personally liable and responsible hereunder and to personally carry out all obligations of Buyer
hereunder or (b) to one or more individuals, all assignees accepting such assignment or acting pursuant to the
assignment as owners or operators of Buyer's business do and shall thereby agree to be jointly and severally
liable to carry out all obligations of Buyer hereunder.
28. SEVERABILITY. If for any reason a provision or provisions contained in this Agreement are held to be
invalid, illegal or otherwise void, the remaining provisions of this Agreement shall not be affected and shall
continue in full force and effect.
29. NOTICE. Except as otherwise specifically provided herein, all notices required or desired to be given
hereunder shall be given in writing to the parties at their respective address shown above.
30. GOVERNING LAW; ARBITRATION. THIS AGREEMENT SHALL BE GOVERNED BY,
INTERPRETED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, NOT INCLUDING ITS CONFLICTS OF LA WS PROVISIONS. Any controversy
or claim arising out of or relating to this Agreement shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association. The arbitrator(s) shall determine the
claims of the parties and render their final award in accordance with the provisions of this Agreement and
with the substantive law of the state of New York, without regard to its conflict ofIaws principles. Each party
shall bear its own attorney's fees, costs and expenses incurred in such arbitration.
31. HEADINGS. The headings of the articles in this Agreement have been inserted for convenience of reference
only, do not form part of this Agreement and shall not in any way affect the interpretation thereof.
32. APPROVAL AND SIGNING BY SELLER. This Agreement shall not be binding on Seller until approved
and signed on its behalf by a duly authorized agent, officer or employee. Commencement of performance
hereunder prior to such approval and signing shall in no event be construed as a waiver by Seller of the
foregoing requirement.
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written.
IN WITNESS HEREOF, Seller and Buyer have hereunto subscribed their names effective the date first above
Countersigned:
B'illnb- J 4;;sp-
Mayor-Commissioner
Approved as to form:
~oc
--,,"' 0 &assas
Assistant City Attorney
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Texaco Wholesale Propane,
a division of Texaco Natural Gas Inc
By:
Date: October 7, 1999
City of Clearwater, Florida
Attest:
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W Cynthia E. Goudeaa- ". . "
~ - City Clerk , _ - -, _ _ __
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11/22/99 MON 15:29 FAX 1 727 462 6636
, U) I
CLEARWATER GAS SYSTEM
............ LEGAL
141002
--".... .....,,~. ,
Page 1 of 1
~A TE: April 01, 1999
Contract Number: ClW99(WS)0401
Revision Date: 09/21/1999
Clearwater Gal!>> Systems, Trading As Clearwater Gas Systems
400 N Myrtle Iwe Clearwater, FL 33755-4433
CVSTOMJeR COPY
Agreement Between:
Brian Langille and Texaco's H. Joe Gump
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PURCHASE AND PRICE SCHEDULE
Product:
Propane
Point of Delivery: Dixie Pipeline
Payment Tems
Frarn DIde
00W1 11999
0911811999
1110111989
To Date
09115/1999
1001/1999
0313112000
Terms Description
N1SEFT Net Due 15 ~ By EFT Enft
St.mrner1IIIN SUmmerm. Net Due NcMlmber 10, 1999
N15EFT Net Due 15 o.ys By EFT DnIft
Irwok:es not paid by due date will be assessed a 1 1/2416 per month Int_est from due date until paid.
BUYER HAS e:STABUSHED A PREAPPRO~O LIME OF CREDIT
Price of Product
Rack PastIng 0., Of Uftlng on-.t ~ O.07W7O doIIws per gIIIon
AprtI
May
APPROXIMATE VALUE IN 1OOO'S GAlLONS I MONTH
o July 0 October 0
o August
o ,.""",....
'l:1
January 45
Febn8ry 45
Mm:h 54
Total For
au.ter 144
June
o .......
o DecMlIaer
54
Total For
QUaIW
Teal For
a QuMtIIr
TcOI For
o QIArNr
81
8ubject To Plant Pfoduc:tIon
TcaI AnnwlI Volume 221
or
~
c-......."ls
Lifting Number - 00346
This purchase and priee seh~ule does not constitute an agreement to sell and deliver and to buy.
receive and pay for LPG products but ie intended to be an attachment to an agreement to sell LPG
produc~s. Accordingly, the items set forth en this $ched~le 5h~11 not ~come effective and binding
on either party until the agnfeltUllnt to sell r.ro products has been approved and :llgned by a duly
authoriZed agent, offiee or employee of Te~aco
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