FIRST AMENDMENT TO INTERLOCAL AGREEMENT TO DISSOLVING MGAF
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FIRST AMENDMENT TO
INTERLOCAL AGREEMENT DISSOLVING THE
MUNICIPAL GAS AUTHORITY OF FLORIDA
This Interlocal Agreement (this" Agreement") is made and entered into by and between the following
parties:
(a) The former members of the Municipal Gas Authority of Florida ("MGAF"), a dissolved governmental entity
created pursuant to Chapter 163 of the Florida Statutes, to wit: 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 Leesburg, 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 ofthe State
of Florida (collectively, "MGAF's Former Members"); and
(b) The City of Clearwater, in its capacity as liquidating Trustee of MGAF (the "Trustee"), pursuant to that
certain "Interlocal Agreement Dissolving the Municipal Gas Authority of Florida" dated September 22, 2000
(the "Dissolution Agreement").
WITNESSETH:
WHEREAS, c.c. Pace Resources, Inc. ("C.C. Pace") and MGAF entered into that certain Gas Services
Management Contract, dated as of June 21, 1996 (the "Services Contract');
WHEREAS, pursuant to the Services Contract, c.c. Pace established and maintained an interest bearing
escrow account in its name and under its federal tax identification number for the benefit ofMGAF, and periodically
provided MGAF and its members account reports identifying deposits into and disbursements from that bank account;
WHEREAS, c.c. Pace is taxed on all interest earned under said escrow account, and C.c. Pace and MGAF
agreed that C.C. Pace would pay such taxes due and owing out of the interest income generated by such escrow
account, and estimates for such tax liabilities were accounted for as deductions in C.c. Pace's account reports to
MGAF;
WHEREAS, on or about September 22,2000, C.c. Pace presented MGAF an account report dated August
31, 2000, identifying an escrow account balance of $34,320.31 as reduced by estimated taxes;
WHEREAS, MGAF was dissolved on or about September 30, 2000, pursuant to the Dissolution Agreement;
WHEREAS, pursuant to the Dissolution Agreement, all ofMGAF's assets were transferred to the Trustee as
of September 30, 2000 for payment ofMGAF's remaining debts and subsequent liquidation and distribution of the
assets to MGAF's Former Members;
WHEREAS, after MGAF was dissolved, a dispute related to the Services Contract arose between C.C. Pace
and its affiliates and the Trustee, over demands by (a) the Trustee for a return of the $34,320.31 balance remaining
according the August 31, 2000 bank account report, plus accrued interest, and (b) C.C. Pace for payment of various
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expenses and fees related to services rendered to MGAF under the Services Contract, and both such demands were
emphatically denied by the other party;
WHEREAS, C.C. Pace and the Trustee have negotiated a proposed settlement agreement (the "Proposed
Settlement Agreement") concerning the foregoing dispute, a copy of which is attached hereto as "Exhibit A;"
WHEREAS, the Trustee seeks consideration and approval of the Proposed Settlement Agreement by
MGAF's Former Members;
WHEREAS, Section 6 ofthe Dissolution Agreement contemplated that by December 31, 2000, the Trustee
would liquidate and distribute to MGAF's Former Members all assets previously owned by MGAF, but the above-
described dispute prevented the Trustee from doing so; and
WHEREAS, if the Proposed Settlement Agreement is approved by MGAF's Former Members, the Trustee
will be in a position to liquidate and distribute to MGAF's Former Members all assets previously owned by MGAF on
or before March 31, 2002.
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's Former Members and the Trustee agree as follows:
1. Date Amended. All references to the date of "December 31, 2000" contained in Section 6 of the Dissolution
Agreement and all subsections and subparts thereof are hereby amended to read "March 31, 2002".
2. Proposed Settlement A!!reement Approved. MGAF's Former Members hereby approve the Proposed
Settlement Agreement, and authorize and direct the Trustee to enter into same.
3. Counterparts and Ori!!inals. This Agreement shall be executed in nine (9) 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. The Trustee shall distribute one (1) original ofthis Agreement with nine (9) duplicate signature
pages to each party. Each party shall duly execute all nine (9) signature pages and immediately after such
execution, shall deliver all nine (9) original signature pages and counterparts of this Agreement to the Trustee
in c/o Brian Langille, 400 North Myrtle Avenue, Clearwater, FL 33755. Upon receipt of all originals and/or
counterparts, the Trustee shall collate and deliver one (1) complete and fully executed original to each party.
Upon receipt of same, each party shall be responsible for filing and/or recording its original with the Clerk of
the Circuit Court ofthe county in which the party is located and each other county where a local gas system
operated by the party is located, and shall make any other filings or recordings as may be required by law, or
as may be necessary or appropriate.
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IN WITNESS WHEREOF, the parties have caused this Interlocal Agreement on the dates set forth below:
By:
CITY OF CLEARWATER, FLORIDA
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Illiam B. Horne, IT
City Manager
Countersigned:
Approved as to form:
Attest:
e C. Hayman
ssistant City Attorney
r~L. jb~.f2,~.
Cynthia E. Gou~u. ... .
City Clerk .
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ATTEST:
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CITY OF DEFUNIAK SPRINGS
CITY COUNCIL
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ITS: tl~ l/"4-vt4~
Date: ~" 2.
APPROVED AS TO FORM:
BY:
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ATTEST:
CITY CLERK
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CITY OF LEESBURG
CITY COMMISSION
BY: 7 4xC?
ITS: Mayor
Date: February 11, 2002
APPROVED AS TO FORM:
BY t~ti1}(~
Counsel for the City of Leesburg
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ATTEST:
CITY OF LIVE OAK
CITY CLERK
CITY COUNCIL
BY:
BY:
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ITS:
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Date:
January 9, 2002
APPROVED AS TO FORM
BY: 'J ~4~
( ounsel for the City 0 Live Oak
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ATTEST:
CITY CLERK
BY: W~'C.
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CITY OF PERRY
CITY COUNCIL
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ITS:
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Date:
APPROVED AS TO FORM
BY: tV, %e--
Counsel for the City of Perry
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AUTHENTIC A TE:
CITY OF SUNRISE
CITY CLERK
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APPROVED AS TO FORM
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ATTEST:
GENEVA COUNTY GAS DISTRICT
CLERK
BY:
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ITS: ~
Date: C / - 23-t):L
APPROVED AS TO FORM
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ATTEST:
LAKE APOPKA NATURAL GAS DISTRICT
CLERK
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ITS: President
Date: 0 1 / 2 8 / 2 0 0 2
APPROVED AS TO FORM
BY:
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ATTEST:
CLERK
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PALATKA GAS AUTHORITY
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ITS:
Date:
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APPROVED AS TO FORM
BY: ~~~
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