LARGO ORDINANCE 2017-20 - AGREEMENT TO PROVIDE GAS SERVICES WITH IN THE CORPORATE LIMITES OF LARGOORDINANCE 2017 -20
AN ORDINANCE OF THE CITY OF LARGO, FLORIDA, GRANTING TO
THE CITY OF CLEARWATER, FLORIDA, ITS LEGAL
REPRESENTATIVES, SUCCESSOR AND ASSIGNS, A GAS
FRANCHISE AND IMPOSING CERTAIN CONDITIONS RELATING
THERETO; PROVIDING FOR REPEAL OF ALL ORDINANCES OR
PARTS OF ORDINANCES IN CONFLICT HEREWITH; PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, it is in the best interests of the citizens of the city of Largo (LARGO) to be provided
gas service whenever and wherever feasible; and
WHEREAS, pursuant to Chapters 166 and 180, Florida Statutes, the city of Clearwater
(CLEARWATER), d/b /a CLEARWATER GAS SYSTEM, has the power and the present capability to
provide such gas services in LARGO; and
WHEREAS, LARGO and CLEARWATER wish to set forth their grants and conditions with
respect to the provisions of such gas service to those areas within the corporate limits of LARGO and
LARGO desires by virtue hereof to grant a franchise for the provision of gas service to CLEARWATER
pursuant to the provisions of the Florida Interlocal Cooperation Act of 1969, as amended.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF LARGO, FLORIDA
that:
SECTION 1. INTERLOCAL AGREEMENT; PURPOSE.
The parties acknowledge that CLEARWATER has the legal authority pursuant to Florida Statutes
to provide gas service and, further, that LARGO, upon appropriate exercise of its powers could also
provide such service. LARGO and CLEARWATER have determined it is in the best interests of both
parties and their citizens for CLEARWATER to provide gas service within the corporate limits of LARGO
as defined herein.
SECTION 2. RECITALS.
The recitals and findings contained above are hereby incorporated within this agreement in full.
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SECTION 3. DEFINITIONS.
Whenever in this ordinance the words or phrases hereafter in this section defined are used, they
shall have the respective meanings assigned to them in the following definitions, unless in the given
instance, the context wherein they are used shall clearly import a different meaning:
(a) CUSTOMER shall mean any person, firm, public or private corporation or governmental
agency served by the Grantee within the corporate limits of LARGO.
(b) GRANTEE or CLEARWATER shall mean the City of Clearwater, a Florida municipal
corporation, in its present incorporated form, or as may subsequently be reorganized, consolidated, or
reincorporated.
(c) GRANTOR or LARGO shall mean the City of LARGO, a Florida municipal corporation, in
its present incorporated form, or as may subsequently be reorganized, consolidated, or reincorporated.
(d) GAS or NATURAL GAS shall mean natural gas and /or manufactured gas and /or a
mixture of gases which is distributed in pipes and measured by meter on the CUSTOMER'S premise. It
shall not mean propane gas or liquefied petroleum gas (commonly referred to as "bottled gas ") or any
other fuel that is typically delivered by truck or stored in tanks.
(e) FACILITIES or EQUIPMENT shall mean pipe, pipe line, tube, main, service, trap, vent,
vault, manhole, meter, gauge, regulator, valve, conduit, appliance, attachment, structure or structures,
and appurtenances used or useful in the distribution of gas, located or to be located in, upon, along,
across, or under the streets, within the public rights of way, or on Customer property up to the meter.
(f)
FRANCHISE or FRANCHISE AGREEMENT shall mean this agreement, as passed and
adopted by LARGO and accepted by CLEARWATER, as provided in Section 26 below.
(g) DISTRIBUTION SYSTEM shall mean any and all transmission pipe lines, main pipe lines
and CUSTOMER pipe lines, together with all necessary and desirable appurtenances, that are situated
within the corporate limits of LARGO and are reasonably necessary for the sale, transportation,
distribution or delivery of NATURAL GAS for the public and private use of CUSTOMERS.
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SECTION 4. TERM; GRANT.
For a period of fifteen (15) years from the date the FRANCHISE granted herein becomes
effective, LARGO, its successors and assigns, do hereby agree and give and grant to CLEARWATER, its
successors and assigns, a franchise and any necessary right and authority to exercise the power to
furnish Gas and to construct, operate and maintain within the corporate limits of LARGO, in the rights -of-
way, easements, lanes, alleys, sidewalks, squares, or public places which are suitable and otherwise
legally available for such use, all facilities required by CLEARWATER to supply Gas to LARGO, its
inhabitants and the places of business located within LARGO's corporate limits and other customers and
areas now or hereafter supplied, or to be supplied, Gas by CLEARWATER. If CLEARWATER wishes to
renew this FRANCHISE for another fifteen (15) year term, it shall provide written notice to LARGO at
least one hundred - eighty (180) days and no more than three - hundred sixty five (365) days prior to the
termination of the term of this FRANCHISE. LARGO shall provide CLEARWATER written notice of
acceptance or denial of the request for renewal within ninety (90) days of receipt of CLEARWATER's
notice. LARGO's failure to provide such notice shall constitute a denial of CLEARWATER's request and
this FRANCHISE shall then expire at the end of the initial term. If the parties mutually agree to the
renewal of this FRANCHISE, the FRANCHISE shall continue for another fifteen (15) year term, otherwise
this FRANCHISE shall expire at the end of the initial term of this FRANCHISE.
This FRANCHISE concerns the only the distribution of Gas as defined in paragraph 3 above.
Nothing contained within this FRANCHISE shall be interpreted to prohibit either CLEARWATER or
LARGO from engaging in the sale of propane gas, liquefied petroleum gas, or any other fuel that is
typically delivered by truck or stored in tanks.
SECTION 5. RATES.
The rates, charges and fees to be charged by CLEARWATER for Gas service within the
corporate limits of LARGO during the term of this FRANCHISE shall be as provided in CLEARWATER's
standard, system -wide rate schedule now or hereafter approved by CLEARWATER's City Council, or as
modified by the CLEARWATER Manager, or other designated CLEARWATER official, to the extent
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CLEARWATER Manager, or other designated CLEARWATER official is expressly authorized to approve
changes to such rates, charges, and fees, or such other agency of the State of Florida as may have
proper jurisdiction over such rates and charges of CLEARWATER under the general laws of the State of
Florida, or CLEARWATER's charter and ordinances. Such rate schedule shall be no greater than the rate
schedule applied to rate payers within the corporate limits of CLEARWATER and other customers in
cities that have a franchise or agreement with CLEARWATER for gas service.
SECTION 6. ANNEXATION.
In the event of the annexation of any territory to the present corporate limits of LARGO, such
annexed territory and all portions of the Gas system of CLEARWATER located therein shall become
subject to all of the terms and conditions of this FRANCHISE as of the time such annexation becomes
effective. It shall be the responsibility of LARGO to notify CLEARWATER in writing within thirty (30) days
after the effective date of every such annexation by electronic mail. CLEARWATER shall implement such
annexation within thirty (30) days of the receipt of the notice from LARGO.
If the FRANCHISE is noticed to be terminated or will expire by its own terms at any time resulting
in the number of years remaining in the FRANCHISE being less than the number of years required to
reach feasibility, CLEARWATER may require a Customer requesting new service facilities to contribute a
payment in the amount necessary to reach a shortened feasibility formula based on the number of years
remaining in the FRANCHISE as opposed to CLEARWATER's then - effective normal feasibility formula. If
the Customer does not agree to contribute said payment, CLEARWATER retains the right to refuse
expansion of facilities.
SECTION 7. EXTENSION OF SERVICE.
In consideration of the rights granted under this FRANCHISE and the duration of this
FRANCHISE, CLEARWATER agrees that its facilities to be installed within the corporate limits of LARGO
will be expanded to provide service to new customers on the terms and conditions hereinafter set forth.
Gas service shall be extended to customers desiring said service based on a feasibility formula. Such
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formula shall be the formula currently in effect system -wide as then administered by CLEARWATER and
as applicable to the citizens of CLEARWATER and other franchise areas.
SECTION 8. FORCE MAJEURE.
In the event by act of God, strike, riot, public enemy or other calamity, or restriction in the supply
of Gas beyond the control of CLEARWATER or its interstate supplier or by reason of regulation exerted
by the Florida Public Service Commission or the Federal Energy Regulatory Commission or other
regulatory body having jurisdiction in the premises, the supply of the Gas should be interrupted,
CLEARWATER shall, nevertheless, continue to supply the available Gas to such customers as it is
possible, shall employ its full services to remedy such deficiency of Gas supply, and shall resume
complete Gas service when that is possible. CLEARWATER agrees that it will employ its full services to
remedy any such deficiency in the same manner and capacity as it would for deficiencies occurring within
CLEARWATER. CLEARWATER will not prioritize repairs within its city limits over those of LARGO
customers purely based on its location outside of CLEARWATER.
SECTION 9. COMPETITION.
As a further consideration of this interlocal agreement and FRANCHISE granted hereunder,
LARGO agrees not to engage in the business of distributing and selling Gas during the life of this
FRANCHISE or any extension thereof in competition with CLEARWATER, its successors and assigns, in
the service territory within LARGO delineated by the Florida Public Service Commission as
CLEARWATER's service territory by PSC Order #00- 0371- PAA -GU. CLEARWATER's service territory is
shown on Exhibit "A" attached hereto and incorporated herein. Pursuant to Sections 6 and 12 hereof,
CLEARWATER and LARGO have agreed to a certain extension of service policy. In the event LARGO
desires to provide Gas service where CLEARWATER has notified LARGO in writing said areas do not
qualify under the feasibility formula, LARGO may provide CLEARWATER notice of its intent to provide
such Gas service in said areas. CLEARWATER shall have sixty (60) days after receipt of said notice to
review its decision not to provide Gas service to said areas and to further meet with LARGO regarding
said service. In the event CLEARWATER has not delivered written notice to LARGO within this sixty (60)
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day period that CLEARWATER shall provide Gas service to said areas, LARGO may provide Gas service
in said defined areas thereafter.
SECTION 10. TERMINATION OF AGREEMENT.
Upon expiration of this agreement, CLEARWATER shall have the right, privilege and option of
removing all piping and equipment installed or maintained by CLEARWATER in accordance with this
FRANCHISE. In the event of the removal of such equipment, CLEARWATER shall repair all of LARGO's
and customers' property to the same condition as theretofore existed. CLEARWATER shall also have the
right to sell any or all of its piping and equipment to LARGO or a third party at the time of termination or
subsequent thereto. In the event of acquisition by LARGO of such piping and equipment by purchase,
condemnation, or otherwise, this Franchise shall at once terminate; provided however, excepted from any
right to acquire such piping and equipment are piping and equipment owned by CLEARWATER and
connected with its general system of distribution used for the purpose of serving customers other than
customers located in LARGO municipal boundaries.
Further, violation by either Party of any of the covenants, terms, and conditions hereof, or default
by either Party in observing or carrying into effect any of said covenants, terms and conditions, shall
authorize and empower the non - defaulting party to declare a termination of this FRANCHISE
AGREEMENT; provided, however, that before such action by the non - defaulting Party shall become
operative and effective, the defaulting party shall have been served by the non - defaulting Party with a
written notice setting forth all matters pertinent to such violation or default, and the defaulting Party shall
have had a period of sixty (60) days after service of such notice or, in the event such cure reasonably
requires a period of more than sixty (60) days, to present a plan, satisfactory to the non - defaulting Party,
acting reasonably, to effect such cure; and provided further that any violation or default resulting from a
strike, lockout, an act of God, or any other cause beyond the control of the defaulting Party shall not
constitute grounds for termination.
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SECTION 11. FRANCHISE FEE.
In consideration for the granting of this FRANCHISE and the use of the rights -of -way, easements
and other public places allowed hereunder, and effective the first day of the month after the effective date
of this FRANCHISE, LARGO shall be entitled to receive from CLEARWATER a franchise fee which will
equal six percent (6 %) of the Gross Receipts from the sale of Gas within the corporate limits of LARGO
for the term of this FRANCHISE. Payment of the franchise fee by CLEARWATER to LARGO shall be
made for each quarter no later than the forty -fifth (45th) day after the end of each quarter.
"Gross Receipts ", for purposes of computing such franchise fee, includes gross revenues, less
uncollectable accounts, received by CLEARWATER, or any affiliated entity, from or in connection with the
sale, delivery, transportation, or distribution of Gas within the City of LARGO to an end user in LARGO,
and the transmission of Gas from and through the City of Largo by parties other than Clearwater pursuant
to the terms of this FRANCHISE, provided, however, Gross Receipts shall not include franchise fees,
taxes, late payment charges, monies for Gas service or a component thereof paid by customers to a third
party, unaffiliated with CLEARWATER and where CLEARWATER receives no payment from the third
party or the customer. Further, Gross Receipts shall not include other services provided by
CLEARWATER beyond the meter /LP tank such as the provision of propane (LP) gas service, repair
services, gas installation services, gas appliance /equipment sales, meter turn on, relocate gas meter,
turn on or off gas service, time and trip charges for gas service /repair, and gas meter testing.
SECTION 12. FAVORED NATIONS.
In the event CLEARWATER shall hereafter accept a franchise from any other governmental
entity with any provision more favorable to the governmental entity than contained in this FRANCHISE
where all other conditions of the two franchises are substantially similar, then CLEARWATER shall notify
LARGO and CLEARWATER shall be obligated upon written request of LARGO to present to its City
Council, an amendment to this FRANCHISE to incorporate said provision. To the extent that any federal
or state statute, rule, regulation, or any other law is enacted, adopted, repealed, amended, modified,
changed or interpreted in any way during the term of this FRANCHISE so as to enhance LARGO's ability
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to regulate CLEARWATER and the DISTRIBUTION SYSTEM, or allow LARGO to increase the
FRANCHISE FEE, LARGO and CLEARWATER shall negotiate in good faith to amend this FRANCHISE
to reflect such enactment, adoption, repeal, amendment, modification, change or interpretation.
SECTION 13. SERVICE STANDARDS; EXTENSION POLICY.
Subject to the parameters of feasibility as set forth herein below, CLEARWATER, its successors
and assigns shall furnish twenty four (24) hours of continuous service each and every day to any
customer within LARGO desiring the same and failure upon the part of CLEARWATER to: furnish Gas as
herein provided for any cause within the control of CLEARWATER for a period of seventy -two (72) hours
or more; and /or other breach of term hereof, either not being corrected within thirty (30) days after written
notice by LARGO thereof may act as a forfeiture of this FRANCHISE in the discretion of LARGO.
CLEARWATER shall have the opportunity to be heard by LARGO's Commission at a duly convened
meeting of the Commission prior to consideration of any such forfeiture.
As provided in Section 6 hereof, CLEARWATER, its successors and assigns, shall not be
required to lay facilities or equipment beyond such point as it determines to be economically unfeasible,
and unless the revenue from such additional facilities or equipment shall warrant such installation on a
basis of reasonable compensation or return on CLEARWATER's investment. CLEARWATER covenants
and agrees that it will not arbitrarily or unreasonably refuse to make extensions when requested to do so
by LARGO.
SECTION 14. COSTS; OWNERSHIP; REPAIRS; RELOCATION.
CLEARWATER shall install the necessary facilities or equipment at its own cost and expense and
same shall be and remain the property of CLEARWATER; and CLEARWATER's facilities or equipment
and other physical properties used in connection with the furnishing of Gas under this FRANCHISE shall
be free from any ad valorem tax of LARGO as long as the same remains the property of CLEARWATER,
except as otherwise provided by applicable Florida Statute or applicable Court decision adopted after
date of execution hereof. The mains shall be laid underground and CLEARWATER shall re -pave or re-
lay, as promptly as possible, all streets, lanes, alleys, sidewalks, squares, or public places dug or
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disturbed by it in the installation of said mains or for any other purpose attending such work, and it shall
repair and restore such streets, lanes, alleys, sidewalks and public places to their former and safe
condition and with the same quality of material or its equivalent as was existing before said work
commenced, unless there is a previously agreed upon repair schedule. CLEARWATER shall be
permitted to perform work on its facilities or extensions of facilities during all daylight hours and perform
emergency work after such hours when necessary to restore service or for safety reasons. In all cases
the repair work shall be made passable to traffic during conduct of such work as soon as physically
possible. Prior to closing of a street, in part or in whole, CLEARWATER shall notify and consult with
LARGO's City Engineer; provided, however, in the case of an emergency, CLEARWATER shall only be
required to notify LARGO's City Engineer. Should CLEARWATER neglect or refuse to restore or repair
without delay after completion of installation and after ten (10) business days written notice, any streets,
alleys, lanes, squares, sidewalks or public places which may have been excavated, dug or disturbed by it,
its employees or agents, then LARGO shall have such repairs and restoration done and the expense
incident thereto shall be paid by CLEARWATER.
Should, in connection with the doing of any public improvement or other exercise of the powers of
LARGO, it become necessary or desirable to relocate installed facilities of CLEARWATER,
CLEARWATER covenants and agrees to promptly, at its own expense, relocate said facilities. Prior to
requiring CLEARWATER to relocate, LARGO shall give CLEARWATER written notice of such
requirement and the opportunity to be heard by LARGO's Commission as to the costs of such relocation
to CLEARWATER and possible alternative locations and routes, for LARGO's improvements. Ultimately,
the decision as to such need for relocation shall be LARGO'S.
If LARGO shall require CLEARWATER to adapt or conform any portion of its DISTRIBUTION
SYSTEM or in any way to alter, relocate or change its property to enable any other person or third party
to use said streets alleys, public grounds or other public places of LARGO, LARGO shall require said
person or third party desiring or occasioning such alteration, relocation or change to reimburse
CLEARWATER for any loss, cost or expense caused by or arising out of such change, alteration or
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relocation of any portion of CLEARWATER'S facilities. CLEARWATER agrees that it will not intentionally
interfere with, change, or injure any water pipes, drains, or sewers of LARGO unless it has received
express permission from LARGO or its duly authorized representative.
Should it become necessary in the installation of Gas lines or facilities to relocate water or sewer
lines of LARGO now or hereafter installed, then such work shall be done at the expense of
CLEARWATER and not LARGO. It is understood that in all instances the facilities of LARGO shall have a
reasonable right -of -way and preference over that of CLEARWATER herein.
SECTION 15. INDEMNIFICATION.
CLEARWATER does hereby and shall at all times indemnify, defend and hold LARGO harmless
from or on account of any claims, losses, injuries or damages, received or sustained by any person or
persons caused by or arising out of CLEARWATER's negligent operation of the DISTRIBUTION
SYSTEM within LARGO during the term of this FRANCHISE, or otherwise negligently caused by
CLEARWATER in connection with the operation of CLEARWATER's FRANCHISE pursuant to this
Ordinance; or by or in consequence of any negligence, excluding the sole negligence of LARGO, in
connection with the same; or by or on account of the use of any improper materials or by or on account of
any negligent act or omission of CLEARWATER, its agents, servants, or contractors. CLEARWATER
agrees to defend, indemnify and save harmless LARGO against liability arising from or based upon
violation of any Federal, State, County or Municipal law, ordinance or regulation by CLEARWATER, its
agents, servants, employees, or contractors. This indemnification provision obligates CLEARWATER to
defend LARGO from any and all liability claims and all suits and actions that may be brought against
LARGO resulting from the sole negligence of CLEARWATER. CLEARWATER may defend LARGO with
CLEARWATER's in -house staff counsel at trial and all appellate levels or CLEARWATER may provide for
LARGO's defense with outside counsel by paying for all attorney's fees, costs and trial expenses. The
decision to defend with in -house counsel or with outside counsel shall be within CLEARWATER's sole
discretion. CLEARWATER's obligation to defend LARGO for the acts or omissions of CLEARWATER, its
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agents, servants, employees or contractors shall be limited to the extent provided in §768.28, Florida
Statutes.
Notwithstanding anything contained herein to the contrary, this indemnification provision shall not
be construed as a waiver of any immunity from or limitation of liability to which CLEARWATER or LARGO
is entitled to pursuant to §768.28, Florida Statutes. Furthermore, this provision is not intended to nor shall
be interpreted as limiting or in any way affecting any defense CLEARWATER or LARGO may have under
§768.28 and is not intended to and shall not be interpreted to alter the extent of CLEARWATER's or
LARGO's waiver of sovereign immunity under §768.28. CLEARWATER and LARGO shall be fully
responsible for their own acts of negligence or their respective agent's acts of negligence when acting
within the scope of their employment, and agree to be liable for any damages resulting from said
negligence. Nothing herein is intended to serve as a waiver of sovereign immunity by either party, and
nothing herein shall be construed as consent by either party to be sued by third parties in any manner
arising out of this FRANCHISE. The provisions of this section shall survive the expiration or earlier
termination of this FRANCHISE AGREEMENT.
SECTION 16. INSURANCE.
LARGO shall be furnished proof of insurance coverage by CLEARWATER, prior to the start of
this FRANCHISE, to include:
General Liability: $200,000.00 per Person /S300,000.00 per Occurrence self- insured retention with
statutory limits per Section 768.28, Florida Statutes.
Excess Insurance: $7,000,000.00 per Occurrence, $14,000,000.00 Aggregate Excess Insurance with
self- insurance retention of $500,000.00.
Automobile Liability: $200,000.00 per Person /$300,000.00 per Occurrence self- insured retention with
statutory limits per Section 768.28, Florida Statutes.
Excess Insurance: $7,000,000.00 per Occurrence, $14,000,000.00 Aggregate Excess Insurance with
self- insured retention of $500,000.00.
Worker's Compensation and Employer's Liability: Statutory coverage as per the State of Florida per
Occurrence with self- insured retention of $600,000.00, as may be amended based on availability in the
insurance marketplace. Excess Insurance applicable Per Occurrence.
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The insurance coverage required herein may be provided by CLEARWATER by self- insurance,
by self- funding, by purchase, or by any combination thereof at the sole option of CLEARWATER.
Insurance coverage and limits shall be evidenced by delivery to LARGO by letters of self- insurance or
self- funding executed by CLEARWATER's Risk Manager, or by certificates of insurance executed by
either the agent for the insurers or the insurers or by copies of policy declaration pages. Such letters,
certificates, and policy declaration pages shall list coverages (including the amount of insurance per claim
and per occurrence, any gap in coverage, and the name of the excess insurer) and policy limits with
expiration dates. Upon the specific written request of LARGO, a photocopy of each applicable insurance
policy, including all endorsements, will be provided to LARGO.
SECTION 17. COMPLIANCE WITH ORDINANCES.
CLEARWATER, its successors and assigns, shall at all times comply with all ordinances, rules
and regulations enacted or passed by LARGO not in conflict with the terms of this FRANCHISE and
CLEARWATER shall have the right to make, establish and maintain and enforce such reasonable
regulations for the operation of its Distribution System as may be reasonably necessary and proper, not
inconsistent with the terms of this FRANCHISE and the ordinances of LARGO, and to protect itself from
fraud or imposition and may, in its discretion, refuse to furnish Gas and to cut off the supply from any
customer or customers who are in default in payment of any bill rendered for such service, as the law
may allow.
SECTION 18. AVAILABILITY OF RECORDS; MAPS AND REPORTS.
As soon as practicable after effective date of this FRANCHISE, CLEARWATER shall provide
LARGO with a map showing all CLEARWATER's Gas lines and facilities within LARGO. Upon LARGO's
request, CLEARWATER shall provide an up -date of such map to reflect changes in Clearwater's Gas
lines and facilities. Further, CLEARWATER, in accordance with applicable law, shall provide for review
and inspection of such maps and also accounts and records of CLEARWATER and /or all such
information regarding LARGO that LARGO or its representatives may from time to time reasonably
request or require. CLEARWATER's financial records shall be kept and maintained in accordance with
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generally accepted accounting principles. All of these records shall, on written request of LARGO, be
open for examination by LARGO and LARGO's representatives during ordinary business hours, and such
records shall be retained by CLEARWATER for a period of three (3) years, or as otherwise required by
law. Upon any map information of CLEARWATER becoming available in electronic format,
CLEARWATER shall at LARGO's request make any map information available in that format.
SECTION 19. ASSIGNMENT OF GRANT.
This grant or FRANCHISE, or any renewals thereof, shall not be leased, assigned, or otherwise
alienated, except with the consent of the LARGO City Commission expressed by ordinance, which
consent shall not be unreasonably withheld, and evidence by a written assignment and consent to same.
In consideration of consenting to such assignment the matters which may be considered by the
Commission are the financial wherewithal and technical experience and capabilities of the proposed
Assignee. Notwithstanding the foregoing, CLEARWATER may, at its option alienate and transfer this
FRANCHISE in connection with its merger and consolidation with any other entity or pledge or mortgage
of such FRANCHISE in connection with the physical property owned and used by CLEARWATER in the
operation of its DISTRIBUTION SYSTEM for the purpose of securing payment of monies borrowed by
CLEARWATER, provided that any successor -in- interest to the DISTRIBUTION SYSTEM agrees to be
bound by the terms of the FRANCHISE AGREEMENT.
SECTION 20. CONFLICT; FILING.
Upon the effective date of the FRANCHISE, the FRANCHISE provided in the Interlocal
Agreement Regarding Gas Service between the City of Largo, Florida and the City of Clearwater, Florida
dated May 8, 2001, shall be of no further force and effect.
SECTION 21. ALTERNATIVE REMEDIES.
No provision of this ordinance or the FRANCHISE granted hereunder shall be deemed to bar the
right of either Party to seek or obtain judicial relief from a violation of any provision of this ordinance, the
FRANCHISE or any rule, regulation requirement or directive promulgated under the FRANCHISE,
whether administratively, judicially, or both. Neither the existence of other remedies identified in this
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ordinance nor the exercise thereof shall be deemed to bar or otherwise limit the right of either Party to
recover fines, penalties or monetary damages for such violation by means of specific performance,
injunctive relief or mandate or any other administrative remedy or judicial remedy at law or in equity.
SECTION 22. ENTIRE AGREEMENT
(a) CLEARWATER acknowledges that upon its acceptance of the FRANCHISE it does so
relying upon its own investigation and understanding of the power and authority of a municipality
generally to enter into a FRANCHISE AGREEMENT.
(b) Each party, by making this agreement, acknowledges that it has not been induced to
accept same by any promise, verbal or written, by or on behalf of the other party or by any third person
regarding the FRANCHISE not expressed herein. CLEARWATER further pledges that no promise or
inducement, oral or written, has been made to any city employee or official regarding receipt of the
FRANCHISE.
(c) Each party further acknowledges that it has carefully read the terms and conditions of
this ordinance and the FRANCHISE AGREEMENT and accepts without reservation the obligations
imposed by the terms and conditions herein and in the FRANCHISE AGREEMENT.
(d) CLEARWATER shall provide timely written notice to LARGO for any waivers, exceptions,
or declaratory rulings, filed with the FPSC or any other state or federal regulatory agency, directly
affecting the FRANCHISE AGREEMENT with LARGO.
SECTION 23. CHANGES IN PROVISIONS HEREOF
Changes in the terms and conditions hereof may be made by written agreement between
LARGO and CLEARWATER.
SECTION 24. GOVERNING LAW
This FRANCHISE shall be governed by the laws of the State of Florida and applicable federal
law. The parties specifically agree that any legal action brought under or to enforce this FRANCHISE
AGREEMENT may be filed, if in state court, solely in the Sixth Judicial Circuit in and for Pinellas County,
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Florida, or if in federal court, solely in the United Stated District Court, Middle District of Florida, Tampa
Division.
SECTION 25. NOTICE
Notice under this agreement shall be in writing and sent by Registered or Certified Mail,
Return Receipt Requested, or by courier, express or overnight delivery, and by confirmed e-mail.
The date such notice shall be deemed to have been given shall be the business day of receipt if received
during business hours, the first business day after the business day of receipt if received after business
hours on the preceding day, the first business day after the date sent by courier, express or overnight
( "next day delivery") service, or the third business day after the date of postmark on the envelope if
mailed, whichever occurs first.
Notices to CLEARWATER shall be sent to:
Managing Director
Clearwater Gas System
400 N. Mrytle Ave.
Clearwater, FL 33755
With a copy to:
City Attorney
112 S. Osceola Ave.
Clearwater, Florida 33756 -5103
Notices to LARGO shall be sent to:
Henry P. Schubert
City Manager
City of Largo
201 Highland Ave.
P.O. Box 296
Largo, FL 34698 -0296
With a copy to:
Alan S. Zimmet, City Attorney
Bryant Miller Olive
One Tampa City Center, Suite 2700
Tampa, Florida 33602
Any party hereto may change its address or designate different or other persons or entities to
receive copies by notifying the other party in a manner described in this Section.
Page 15 of 17
SECTION 26. SEVERABILITY.
If any section, sections, part of a section, paragraph, sentence or clause of this ordinance shall
be adjudged by a court of competent jurisdiction to be invalid, such invalidity shall not affect the validity of
any other portion thereof; but shall be restricted and limited in its operation and effect to that specific
portion hereof involved in the controversy in which such decision shall have been rendered; provided,
however, that should elimination of the specific portion of the FRANCHISE AGREEMENT adjudged to be
invalid results in significant adverse consequences to a party, then that party may terminate this
FRANCHISE AGREEMENT by providing thirty (30) days' written notice to the other party.
Upon issuance by a court of competent jurisdiction of an order, ruling, or decision, or the
enactment or adoption by the Florida Legislature, LARGO, or any other governmental or regulatory body,
of a law, rule, regulation, or ordinance that materially diminishes a municipality's ability to impose
franchise fees on a utility, or that effectively does away with the ability of a municipality to grant this
FRANCHISE altogether, then CLEARWATER or LARGO may terminate this FRANCHISE AGREEMENT
by providing ninety (90) days' written notice to the other party.
SECTION 27. EFFECTIVE DATE.
This FRANCHISE shall become effective upon the first day of the month after approval by
CLEARWATER by resolution, duly passed and adopted by its City Council, accepting the FRANCHISE
granted herein.
SECTION 28. This Ordinance shall take effect immediately upon passage and adoption.
Page 16 of 17
PASSED AND ADOPTED BY THE CITY COMMISSION OF THE CITY OF LARGO, FLORIDA, THIS
DAY OF SaMIX4016.
Reviewed a ► .
' r - a n S 1; ►t 7
City A • r
appro
Cou rsigned: V"
George N. Cretekos
Mayor
Approve as to form:
Laura Mahony
Assistant City Attorney
Louis L. "Woody" Brown
Mayor
Atte t:
ti( OF
G : Gp4
lane : runer
City Clerk`,,
FLORIDA
CITY OF CLEARWATER, FLORIDA
190
By: L1) >L adta +1t. a
William B. Horne, II
City Manager
Page 17 of 17
Rosemarie Call
City Clerk
Exhibit "A"
CLEARWATER GAS SYSTEM / PEOPLES GAS
TERRITORIAL ROUNDRIES
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