CLEARWATER GAS (5)
Ll1- 172844 MRY-22-200 1 3: 43PM
PINELLRS CO 8K 11383 PG 1925
111111I11111 11111 11111 11111 111111111I11111 1I1I111I
INTERLOCAL AGREEMENT REGARDING GAS SERVICE
BETWEEN THE CITY OF LARGO, FLORIDA
AND THE CITY OF CLEARWATER, FLORIDA
THIS AGREEMENT, made and entered into this <z-R day of ~ ' 2001, by and
between the City of Largo, Florida, a Florida municipal corporation, by and through its City
Commission (herein "LARGO") and the City of Clearwater, a Florida municipal corporation, by
and through its City Commission (herein "CLEARWATER").
WITNESSETH:
WHEREAS, it is in the best interests of the citizens of LARGO to be provided gas
service whenever and wherever feasible; and,
WHEREAS, pursuant to Chapters 166 and 180, Florida Statutes, CLEARWATER has the
power and the present capability to provide such gas services in LARGO; and
WHEREAS, LARGO and CLEARWATER wish to set forth their agreement with respect
to the provisions of such gas service to those areas within the corporate limits of LARGO and
~g~~ ~RGO desires by virtue hereof to grant a franchise to CLEARWATER pursuant to the
REC
DR219 Crovisions of the Florida Interlocal Cooperation Act of 1969, as amended.
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fNT -;ro--- NOW, THEREFORE, for value and other consideration, it is agreed:
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MTF ~,50 SECTION 1. INTERLOCAL AGREEMENT.
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. CK BAl Statutes to provide gas service and, further, that LARGO, upon appropriate exercise of its
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powers could also provide such service. LARGO and CLEARWATER have determined it is in
The parties acknowledge that CLEARWATER has the legal authority pursuant to Florida
the best interests of both parties and their citizens for CLEARW A TE R 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. TERM; GRANT; DEFINITION OF GAS.
PINELLAS COUNTY FLA
OFF.REC.BK 11383 PG 1926
For a period of fifteen (15) years from the effective date of this agreement, LARGO, its
successors and assigns, do hereby agree and give and grant to CLEARWATER, its successors
and assigns, any necessary right and authority to exercise the power to furnish gas and to
construct, operate and maintain within the corporate limits of LARGO, 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 Agreement
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 days prior to the
termination of the term of this Agreement. If LARGO agrees to CLEARWATER'S notice to
renew this Agreement, LARGO shall provide written notice 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 Agreement shall then expire at the end of the initial term.
If the parties mutually agree to the renewal of this Agreement, the Agreement shall continue
for another fifteen (15) year term, otherwise this Agreement shall expire at the end of the
initial term of this Agreement.
The word "Gas" shall mean natural gas and/or commingled gas which is distributed
in pipes. It shall not mean bottled gas or any other fuel; however, nothing herein shall be
interpreted to prohibit CLEARWATER from engaging in the sale of liquid petroleum (propane)
gas.
SECTION 4. 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 agreement shall be as provided in
CLEARWATER's standard, system-wide rate schedule now or hereafter approved by
CLEARWATER's City Commission, or as modified by the CLEARWATER Manager, or other
designated CLEARWATER official, to the extent CLEARWATER Manager, or other designated
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PINELLAS COUNTY FLA,
OFF,REC,BK 11383 PG 1927
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.
SECTION 5. 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 agreement 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.
CLEARWATER shall implement such annexation within thirty (30) days of the receipt of the
notice from LARGO.
SECTION 6. 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 formula shall be the formula currently in effect system-wide as
then administered by CLEARWATER.
SECTION 7. 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
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remedy such deficiency of Gas supply, and shall resume complete Gas service when that is
possible.
PINELLAS COUNTY FLA,
OFF,REC,8K 11383 PG 1928
SECTION 8. 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 agreement 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) day period that CLEARWATER shall provide Gas service to said areas,
LARGO may provide Gas service in said defined areas thereafter.
SECTION 9. 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 agreement. 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.
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SECTION 10. FRANCHISE FEE.
PINELLRS COUNTY FLR.
OFF. REC . BK 11383 PG 1929
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 approval by LARGO of this agreement, LARGO shall be entitled to receive from
CLEARWATER a franchise fee which will equal six percent (6%) of the gross revenues 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 all revenues
received by CLEARWATER, or any affiliated entity, from or in connection with the distribution
of Gas in the City of 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 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. "Transmission of Gas" as used in this
Section shall mean the transmission of natural gas and/or commingled gas through lines
operating at a pressure of one hundred (100) pounds per square inch or above.
SECTION 11. 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 amend 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
Agreement so as to enhance LARGO's ability to regulate CLEARWATER and the Gas system,
or allow LARGO to increase the franchise fee, LARGO and CLEARWATER shall negotiate in
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good faith modifications to this Agreement to reflect such enactment, adoption, repeal,
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PINELLAS COUNTY FLA,
amendment, modification, change or interpretation. OFF, REC ,8K 11383 PG 1830
SECTION 12. SERVICE STANDARDS; EXTENSION POLICY.
Subject to the parameters of feasibility as set forth hereinbelow, 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; 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 herein, 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 13. 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-Iay, as promptly as possible,
all streets, lanes, alleys, sidewalks, squares, or public places dug or disturbed by it in the
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PINELLRS COUNTY FLR.
OFF. REC .8K 11383 PG 1931
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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. 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.
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.
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SECTION 14. INDEMNIFICATION.
PINELLRS COUNTY FLR.
OFF.REC.8K 11383 PG 1832
CLEARWATER 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 during or on account of any work or operations engaged in by CLEARWATER in
connection with the operation of CLEARWATER's franchise pursuant to this Interlocal
Agreement; 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 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 counselor with outside counsel shall be
within CLEARWATER's sole discretion. CLEARWATER's obligation to defend LARGO for the
acts or omissions of CLEARWATER, its agents, servants, employees or contractors shall be
limited to the extent provided in n68.28, 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. The parties to this Interlocal Agreement specifically agree
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PINELLRS COUNTY FLR.
OFF. REC . BK 11383 PG 1933
to be fully responsible for their own acts of negligence or their respective agents 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 Interlocal Agreement.
SECTION 15. INSURANCE.
LARGO shall be furnished proof of insurance coverage by CLEARWATER to include:
General Liability: $100,000.00 per Person/$200,OOO.00 per Occurrence
self-insured retention with statutory limits per Section 768.28, Florida
Statutes.
Excess Insurance: $5,000,000.00 per Occurrence Excess Insurance (No
aggregate applicable) with self-insurance retention of $500,000.00.
Automobile Liability: $100,000.00 per Person/$200,OOO.00 per Occurrence self-
insured retention with statutory limits per Section 768.28, Florida Statutes.
Excess Insurance: $5,000,000.00 per Occurrence Excess Insurance (No
aggregate applicable) with self-insured retention of $500,000.00.
Worker's Compensation and Employer's Liability: Statutory coverage per
Occurrence with self-insured retention of $500,000.00. Excess Insurance
$5,000,000.00 Per Occurrence (No aggregate applicable).
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 of
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.
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SECTION 16. COMPLIANCE WITH ORDINANCES.
PINELLRS COUNTY FLR
OFF.REC.8K 11383 PG 1934
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.
SECTION 17. AVAILABILITY OF RECORDS; MAPS AND REPORTS.
As soon as practicable after execution of this agreement, 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 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 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. 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 18. CONFLICT; FILING.
Upon adoption of this agreement, the franchise provided in LARGO's Ordinance 71-545
shall be of no further force and effect. Upon full execution hereof, CLEARWATER shall file with
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the Clerk a fully executed copy of this agreement for recording in the public records in and
for Pinellas County, Florida.
SECTION 19. SEVERABILITY.
PINELLRS COUNTY FLR.
OFF. REC .8K 11383 PG 1935
If any section or sections of this agreement are declared invalid for any reason, such
invalidity shall not affect the remaining sections thereof.
SECTION 20. EFFECTIVE DATE.
This agreement shall become effective upon the first day of the month after approval
this agreement by appropriate acts by CLEARWATER's and LARGO's commissions.
IN WITNESS WHEREOF, LARGO and CLEARWATER hereto have executed this
agreement on the day and year above written.
LORIDA
Reviewed and approveeJ:
Countersigned:
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Brian J. A~st '
Mayor-Co missioner
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CITY OF CLEARWATER, FLORIDA
BY:~~.'''~'~-:zr
Willial)1 B. Horne, II
InteJim City Manager
Approved as to form:
Attest:
S!:€~-~
City Attorney
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[xhibit "A"
CLEARWATER GAS SYSTEM / PEOPLES GAS
TERRITORIAL BOUNDRIES
~ HILLS80ROUGHWlkjlYI.IN,
POJlH OF BEGINNING @
THE NORTHEAST CORNER
OF SECTlml 2,
roWHSHIP 27 SOUTH,
RANGE 17 EAST
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PINELLRS COUNTY FLR,
OFF,REC,8K 11383 PG 1836
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TERRITORIAL
BOUNDARY IS THE
CENTERLINE OF THE
IrHRACOASTAL
WATERWAY TO AN
EIW PO'NT @ THE
SOUTHERNMOST
BOU~OARY OF THE
TCWN OF
REDINGTON BEACH
FROM THE CEtHER
OF THE
tNTRACOASTA,L
WATERWAY TO THE
POINT OF
INTERSECT WITH
THE SHORElI,'.j[ OF
THE GULF OF
M:::<ICO
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= A SEE TERRITORlfL
AGREEMHH FOR
= B O:FLll,NATION OF
80UtWARY IN
C THESE AREAS
=
January 6, 1999
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