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92-75Resolution 92° 75 A RESOLUTION OF THE CITY OF CLEARWATER ADOPTING AN INTERLOCAL AGREEMENT DATED OCTOBER 1, 1992, ENTITLED: "AN 6 INTERLOCAL AGREEMENT BETWEEN CERTAIN MUNICIPALITIES, INDEPENDENT SPECIAL DISTRICTS AND OTHER PUBLIC AGENCIES UNDER THE AUTHORITY OF SECTION 163.01, FLORIDA STATUTES, AND OTHER APPLICABLE LEGAL AUTHORITY, PERTAINING TO ACQUISITION, TRANSMISSION, MANAGEMENT AND DISPOSITION OF NATURAL AND MANUFACTURED GAS, AND TO ACQUISITION, MANAGEMENT AND DISPOSITION OF FACILITIES AND OTHER PROPERTY INCIDENTAL AND USEFUL TO THE ABOVE STATED FUNCTION, ESTABLISHING A SEPARATE ENTITY TO PERFORM SUCH FUNCTIONS TO BE NAMED MUNICIPAL GAS AUTHORITY OF FLORIDA AND PROVIDING OTHER TERMS, CONDITIONS, PROCEDURES, RIGHTS AND OBLIGATIONS TO BE BINDING UPON AND TO INURE TO THE BENEFIT OF THE PARTIES TO THE AGREEMENT" WHICH DEALS WITH THE SUBJECTS RECITED IN SAID TITLE; APPOINTING A REPRESENTATIVE AND ALTERNATE TO SERVE ON THE BOARD OF DIRECTORS OF THE ENTITY CREATED BY SAID INTERLOCAL AGREEMENT; AUTHORIZING ASSIGNMENT OF THE FIRM GAS SERVICE ALLOTMENT HELD BY THE CITY OF CLEARWATER ON THE FLORIDA GAS TRANSMISSION COMPANY PIPELINE SYSTEM TO THE ENTITY CREATED BY THE INTERLOCAL AGREEMENT; AND ESTABLISHING THE TIME AT WHICH AND THE CONDITION UPON WHICH THIS RESOLUTION SHALL BE EFFECTIVE. t Be it resolved by the City Commission of the City of Clearwater as follows: Section 1. The Interlocal Agreement dated October 1, 1992, establishing a separate interlocal entity pursuant to Section 163.01, Florida Statutes, to be known as "Municipal Gas Authority of Florida" (MGAF) , a copy of which is attached hereto and incorporated in the Resolution by reference, be and hereby is agreed to and adopted. Section 2. Charles S. Warrington, Jr., Managing Director & Executive Officer of Clearwater Gas System, 400 N. Myrtle Avenue, Clearwater, FL 34615, is hereby appointed a Director to serve on the Board of Directors of said Municipal Gas Authority of Florida from this date until September 30, 1994 and J. Terry Neenan, Gas 9a -75 Superintendent of Clearwater Gas System, 400 N. Myrtle Avenue, Clearwater, FL 34615 is hereby appointed as an alternate to serve in the event of his absence or disability. Section 3. Upon the occurrence of the condition subsequent stated in Paragraph 21 of said Interlocal Agreement, the City of Clearwater shall assign to Municipal Gas Authority of Florida all its gas allotments as that term is defined in the aforesaid Interlocal Agreement and C.S. "Chuck" Warrington, Managing Director of - the Clearwater Gas System is hereby authorized to execute the documents necessary to accomplish this objective. Section 4. This Resolution shall be effective when at least three other Public Agencies, as defined by Section 163.01, Florida Statutes, have agreed to said Interlocal Agreement. PASSED AND ADOPTED this 3rd day of December , 1992. Rita Garvey mayor-Commissioner Attest: C Q� Cyn is E. Goucieau Git Clerk 9a - 7S" t AN INTERLOCAL AGREEMENT BETWEEN CERTAIN MUNICIPALITIES, INDEPENDENT SPECIAL DISTRICTS AND OTHER PUBLIC AGENCIES UNDER THE AUTHORITY OF SECTION 163.01, FLORIDA STATUTES, AND OTHER APPLICABLE LEGAL AUTHORITY, PERTAINING TO ACQUISITION, TRANSMISSION, MANAGEMENT AND DISPOSITION OF NATURAL AND MANUFACTURED GAS, AND TO ACQUISITION, MANAGEMENT AND DISPOSITION OF FACILITIES AND OTHER PROPERTY INCIDENTAL AND USEFUL TO THE ABOVE STATED FUNCTION, ESTABLISHING A SEPARATE ENTITY TO PERFORM SUCH FUNCTIONS TO BE NAMED MUNICIPAL GAS AUTHORITY OF FLORIDA AND PROVIDING OTHER TERMS, CONDITIONS, PROCEDURES, RIGHTS AND OBLIGATIONS TO BE BINDING UPON AND TO INURE TO THE BENEFIT OF THE PARTIES TO THE AGREEMENT. This Interlocal Agreement dated October 1, 1992, made and entered into by and between those Public Agencies which have adopted and agreed to the same by ordinance or resolution of their respective governing bodies, which ordinances or resolutions are made a part hereof by reference, Witnesseth: Whereas, fundamental changes have occurred in the natural gas industry, including the issuance of Order Nos. 636 et geq_ by the Federal Energy Regulatory Commission on April 8, 1992, and thereafter, pursuant to which local distribution companies will no longer be able to purchase a "bundled" product at the city gate from their interstate pipeline supplier but rather must take responsibility for gas acquisition in the marketplace; and Whereas, each of the parties to this Agreement believes that benefits can be obtained in this environment for itself and its customers by joining with the other parties to perform gas acquisition, transmission and delivery functions in a combined, coordinated manner; and Whereas, each of the parties to this Agreement is a Public Agency which owns and operates a local gas distribution system and which is authorized to undertake such joint action with the other parties by Chapter 163, Florida Statutes, and other legal authority; Now, therefore, in consideration of the mutual benefits, obligations, undertakings and forebearances herein contained, the parties to this Agreement hereby agree as follows: 7a °7S. A MUNICIPAL (.AS AUTHORITY OF FLORIDA INTERLOCAL AGREEMENT Dated October 1, 1992 TABLE OIL CONTENTS 701, 7,j5 ParagkAph Page 1. Delegation of Powers 2 2. Separate Entity 2 3. Purpose 2 4. Definitions -; (a) Public Agency 2 (b) teLson 2 (c) Meml)('L 2 (d) Allotment (e) Pipeline Supplier 2 (f) PGT Pipeline _'• 5, Powers 3 -4 G. Member zhip 4 7. Management 5 8, Organisation r -8 (a) By-laws 5 (b) Chairman 5 -6 (c) Entity Situs �• (d) Meetings 6 -8 (1' Annun..l Meeting r., -7 (2) genera? ties * i ng 7 ( :) rtr:erg <r�r:; t "�• ^t : r+r rear.1" A,, t 4 C•!. t ;- !in} fill 701, 7,j5 r' -w 10, Depositories I!, Membcr!:' Allotment-- ,n) A:,= i j n m ell It. b,' F c- c c, I C- C', z d Re I i nqui :; hme.z - eas z, - gnmen t (f) Excess Capa-7-4ty V o I unt a r- T e i:iri-i n a on :;f ?-21C Ls -hip Involuntary Tern,-Jnati:n Of - I'. Capital Accctjijl.: 15 Not For Erc'L-i'- 'P� iation Rates arc: F-:._-- 17. Liquidation 12, . Amendments 19. Acceptan-c-E 20. Term ,2. F i Immuni t i es -4. Words of Gender and Numbeh Ti t I e s ai i -11 . UL '-I L1 27. Defined Wordss 28- Applicable Law 21. 11otices 30. AI- i w- i i d i a 1n iQ 10-1i 13 Z7-7 - / 01 251-, 1. Delegation of Powers. For the purpose hereafter expressed, the parties shall jointly exercise, in the manner herein provided, the powers hereinafter stated pursuant to the authority granted and limited in Chapter 163, Florida Statutes, to Public Agencies as therein defined. The delegation of these powers by each party to this Agreement shall not preclude the party from contemporaneously exercising the same or similar powers independently of the commitment contained in this Agreement but shall be deemed to be supplemental to the party's inherent authority to exercise the power. 2. Separate Entity. The parties hereby create a separate legal entity to be known as the Municipal Gas Authority of Florida (hereafter referred to as MGAF) to exercise and administer the powers herein delegated to joint use. 3. Purpose. It shall be the purpose of MGAF to obtain an adequate, reliable and economically efficient supply of gas for its Members, to manage the acquisition, transmission and disposition of such gas supply, to acquire and operate facilities, plants and systems incidental and useful to obtaining and managing such gas supply, and to furnish operational, technical and informational assistance to its Members and other persons and entities, natural, political, and artificial, and to perform such other functions and activities as may be incidental to the above. Definitions. As used herein the word: (a) "Public Agency" shall have the same meaning as defined in Section 163.01 (3) (b), Florida Statutes, as the same now exists or may be hereafter amended; (b) ",Person" shall have the same meaning as defined in Section 163.01 (3) (e), Florida Statutes, as the same now exists or may be hereafter amended; (c) "Member" means a Public Agency which is a party to this Agreement; (d) "Allotment" means the right, the service agreements incorporating the right and the service capacity thereby allotted to transmit gas on a firm basis on the FGT pipeline system for a definite term to delivery points located within or without the State of Florida, including all associated rights and entitlements, such as, for example, receipt point entitlements, pooling point entitlements, storage capacity, no- notice service entitlement, etcetera; ( r' ) "Pipeline :cur ^F +l i er" means the Fl ut ida Gas Transmission Company pipeline cy "rim; (f) "FGT" means Florida Gas Transmission Company. 5. Powers. To accomplish the purposes set forth above, MGAF shall have the power: (a) to contract in its own name with its Members, the United States, the State of Florida, other Public Agencies and Persons within and without the State of Florida and the United States; (b) to acquire,.obtain, receive, purchase, lease, import, hold, own, use, operate, maintain, pledge, hypothecate, improve, retain, dispose of, sell, donate, trade, transfer, deliver and convey real property and both tangible and intangible personal property inside and outside the State of Florida; (c) to own property in fee simple and absolute ownership, in present and future interests, in co- tenancy, in fractional interests, and in conditional ownership; (d) to insure or indemnify itself against risk of loss and liability; (e) to charge rates and fees for its goods and services; (f) to appoint, employ, engage, compensate and discharge officers, agents, and employees and independent contractors; (g) to receive gifts, grants, appropriations and donations from public and private persons and entities; (h) to sue and be sued in its own name; (i) to obtain supplies of natural and manufactured gas, fossil fuels and other energy by exploration, production, lease, manufacture, importation, purchase, trade, contract, franchise, futures contract, exchange and interchange; (j) to dispose of supplies of natural and manufactured gas, fossil fuels and other energy by use, consumption, sale, gift, trade, exchange, interchange, contract and futures contract; c (k) to explore for, pteduce, manufacture, acquire, receive, purchase, contract fot, own, usn, consume, hold, possess, insure, store, transport, transmit, dispatch, sell, convey, broker, trade, exchange, interchange, deliver, distribute, import, export, encumber, pledge and otherwise deal in natural gas, manufactured gas, fossil fuels and other energy and interests therein, present and future; (1) to acquire, purchase, lease, receive donation of, trade for, construct, manufacture, own, hold, use, operate, manage, maintain, repair, exchange, sell, donate, pledge, hypothecate, transfer, deliver: and convey facilities, systems, apparatus, devices, plants, conduits, pipelines and other real and personal property for the exploration, production, manufacture, importation, storage, transportation, transmission, purchase, receipt, delivery, distribution, sale, exchange and interchange of natural gas, manufactured gas, Fossil fuels, and other energy; (m) to acquire, purchase, own, hold, use, broker, lend, borrow, aggregate, disaggregate, pool, relinquish and transfer rights, allocations, franchises, licenses, privileges and choses in action entitling the holder thereof to purchase, store, receive, transport, exchange and deliver natural gas in pipelines; (n) to employ such other powers as are incidental and useful to the exercise of the purposes and powers herein specified; (o) provided, however, the foregoing powers shall not confer upon MGAF the right to incur debt, liabilities or obligations which would be the debt, liability or obligation of its Members, to levy any type of tax, to issue any type of bond in its own name, or to sell gas directly to a consumer served by a distribution system operated by a Member without the Member's express consent. 6. Membership. Membership in MGAF shall be available to any Public Agency, as those words are defined herein, which: (a) is authorized by law to exercise individually those powers which MGAF from time to time exercises; (b) owns or operates a local natural gas distribution system by which it delivers gas to the ultimate consumer; (c) possesses an Allotment on Pipeline Supplier; (d) agrees to assign all of its Allotment on Pipeline Supplier to MGAF pursuant to paragraph 11(a), below; (e) agrees to the obligations and benefits of this Interlocal Agreement; and ( f ) enters into I a(iteerrrent with MGAF. .l %��7s 7. Manay ement. All the powers of MGAF shall be exercised by a Board of Directors eachh which whom l consist sha.l1 1 ave ane Director equal votappointed n the by each of decision - malting process of the Board. The method of appointmentth Directors or Alternate Directors shall be determined done e in governing body of the appointing Public Agency ointment, shall be formal session, shall specify the term of app to reflected in the minutes of the meeting an shall forsastepm1ofetwo verification. Each Director hall be app years; provided, however: each Director shall se and m of the governing boy of t ayhbepremoved dhe appointing as Director at any time by action taken with the same formality as the appointment; in case of removal of oDirector f ed to serve efor completion of his term, a successor shall be app the balance of the term; despite removal or expiration of term of appointment, a Director shall continue to serve until successor has been duly appointed; and in order to create staggered the initial appointment of a Director by a Member shall be for a term ending on the first or second succeeding September 30, alternately, in consecutive order of membership commencing with the longer appointment. S. organizat?on• The additional organization of MGAF shall be as follows: (a) By Laws. The Board of Directors may from time to time adopt such by -laws for the conduct of its affairs as are any not inconsistent with the Of this add tonal amendment thereto, and thereby ployees to exercise its offices and officers, agents and em executive administrative andeneral ManagartorLathersc't�i f executive officer, to, a President, define secretary, Treasurer or ComPt: `]11nt and legate an authority for the the scope of their duties and performance of such administLat'ivP. and executive duties. (b) Chairman. The Board of Directors serve during at its annual meeting, from among the Directors, the next succeeding fiscal year, a Chairman of the Board of Directors whose duties shall he: (1) to act as t.Y,e pre.iding officer at all Boardshall select Board atemroraryunchaiLpeLron for suchrmeeting; the Board (2) to pLepate the agenda for and, as may be required by thi^ Agreement , the 1 y annual, `�Lr gu ,erF�ispecial land prepare and disseminate nr)ticn cf xnnua. emergency meetings until tl,r ..i,Lt; is clr.lr.'�atF,l t:o another: nffirdp by the Board of D1rcct +7Lw; 'a -7,5-- (3) to execute documents on behalf of the Board and MGAF when directed to do so; (4) to accept service of process against MGAF; and (5) to perform such ceremonial duties as may be requested by the Board; Provided, however, until the other executive and administrative functions of the Board are delegated by by -laws or other resolution to other officers, agents, or employees, it shall be the duty of the Chairman of the Board of Directors to discharge them. (c) Entity Situs. MGAF :hall maintain a designated office location and address within the State of Florida which shall be the Florida address of the business and residence of the Chairman of its Board of Directors unless a different location and address has been designated in the by -laws or other duly enacted resolution by the Board of Directors. All records shall be maintained at said address unless another depository has been designated in the by -laws or other duly enacted resolution by the Board of Directors. An affidavit by the Chairman of the Board of Directors stating his name and address, the name and address of any President or other chief executive officer and any Records Custodian if other than the Chairman of the Board of Directors and the location and address of the designated office of MGAF if other than the Chairman's residence and office, shall be filed with the Clerk of the Circuit Court of each county, and such other office or agency, with which this Agreement is required to be filed by Section 163.01 (11), Florida Statutes, or other law or regulation within 20 days following his election and shall be refiled promptly when any changes occur. (d) Meetings. The Board of Directors shall meet only in the following manner: (1) Argntal Meet.iiLg. The Board shall meet annually on the first Tuesday following the first Monday in ,June of each year at 11:00 AM O'clock at the designated office of MGAF or at such other time and place as the Board of Directors may designate from time to time, by resolution duly enacted at least 30 days but no more than 90 days prior to such date, a copy of which is furnished to each Director and Member at least 20 days prior to the designated meeting. At the annual meeting, the Board of Directors shall: (a) elect ,a rhai;:man as afar -raid; (b) elect rAILit,ors }r.. :`ur "h }hr,T: office; az tho BrJa): 1 Ij-,jr !1i, wi l 1 t „ >, r ltiF vacant before the next succeeding annual meeting; (c) adopt a budget for the next succeeding fiscal year; and (d) transact such other business as may lawfully come before a general meeting. (2) General Meetings. The Board of Directors from time to time shall establish by duly enacted resolution a schedule of periodic general meetings, the times and places of which shall be stated in the resolution, for the conduct of any business which may lawfully come before the meeting. The Board shall determine the frequency with which general meetings should be held to properly manage its responsibilities. A copy of the resolution establishing the times and places of the regular meetings, and any amendment thereof, shall be promptly furnished to each Director and each Member and a copy shall be posted in a conspicuous place at the designated office of MGAF. Any meeting which deviates from the established schedule of general meetings, except an annual meeting or a general meeting which is adjourned to a specified time and place of re- convention, shall be deemed a special meeting. (3) p. cial Meetings. special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or any three Directors. Written notice of the time, place and purpose of special meetings shall be furnished to all Directors and Members and shall be posted in a conspicuous place at the designated office of MGAF and published once in a newspaper of general circulation in each County in which the principal office of a Member is located by the Chairman of the Board of Directors, or by such other office to which the duty may hereafter be delegated by the Board, at least seven days prior to the day of the meeting. (4) Emergency Meetings. if the Board of Directors determines by resolution that an emergency exists which requires action be taken too expeditiously to allow compliance with the notice requirements of a special meeting, the Board may dispense with the publication of notice and the Directors may waive individual notice. At such a meeting, action by the Board of Directors shall be limited to the subject matter which presented the emergency. (5) Quorum. Fifty per cent of the Directors shall constitute a quorum for transaction of business. (6) AgtioYZ. Action by the Board of Directors shall be by resolution approved by a majority of the Directors present. Such resolution may be madry effective immediately upon adoption without posting or publication. 5-�w7,5' (7) Agenda. Except in the case of a special meeting or an emergency meeting, the Chairman of the Board of Directors shall prepare an agenda of subjects to be acted upon at the meeting and action at the meeting shall be confined to the subject matter of the agenda. The agenda shall include any subject timely requested by any person, shall be in writing, shall be closed 48 hours before the meeting, shall be made part of the permanent records of meetings, shall be posted in a conspicuous place in the designated office of MGAF, and shall be furnished to each Director and Member and to any other person requesting a copy of the same. In the case of a special meeting, the notice of meeting shall be deemed its agenda. (8) Alternate Directors. A Member may appoint an alternate Director to act in the absence or disability of its Director. (9) Records of Meetings. The Board of Directors shall maintain permanent written minutes of all its meetings which shall consist, at a minimum, of a summarized statement of the subject matter considered and action taken, a verbatim transcript of all resolutions proposed, and a record of the time and place of the meeting, names of the Directors present, its agenda and the notices given, if any. When approved by the Board of Directors, the minutes shall be signed by the Chairman and the person entrusted with their preparation. When practicable, a verbatim stenographic record or voice recording of the meeting shall be taken and maintained as part of the permanent records. (e) Other Procedures. In addition to the foregoing procedural requirements, MGAF shall comply with such other procedures in the conduct of its business as may from time to time be required by the laws of the State of Florida pertaining to e entities formed by interlocal agreement pursuant to Section 163.01, Florida Statutes, including, but not 'Limited to, the public records and open meetings laws of the State of Florida and any other state wherein a Member may be located. 4 9. Fiscal Control. MGAF shall maintain complete detailed financial records meeting the accounting standards from time to time established by the office of the Auditor General of the State of Florida for municipal proprietary activities, Balance sheets and profit and loss statements shall be prepared at intervals, no less frequent than quarterly. All financial activities shall be audited by a certified public accountant at the conclusion of each fiscal year. Members shall be furnished copies of the annual audit and all other financial records they may from time to time request, %.2 10. Depositories. Funds under the control of MGAF shall be deposited in qualified public depositories as that phrase is defined in Section 280.02 (11), Florida Statutes, and shall otherwise he handled in the manner of public deposits in accordance with Chapter 280, Florida Statutes. 11. Members' Allotments. 11GAF shall utilize the pipeline service Allotments of its Members for their mutual benefit in the following manner: (a) Assignment. Upon occurrence of the condition subsequent stated in paragraph 21, below, of this Agreement, each Member shall assign all of its Allotment on Pipeline Supplier to MGAF. If required by Pipeline Supplier, each Member will guarantee performance by MGAF of the service agreement pertaining to the assigned Allotment. (b) Records. Permanent records shall be maintained of the service Allotments in tl]r•.- form of an Allotment account for each Member and for MGAF. Each Member's account shall be credited with the Allotment assigned and any additions thereto obtained by MGAF attributable to increased demands of such Member and debited with any permanent relinquishments thereof attributable to decreased demand of such Member. Increases and decreases in Allotment which are not attributable to the demand of a particular Member shall be credited or debited to the account of MGAF. (c) Service Adr�emetit MGAF shall execute a service agreement with each Member. 'Pre service agreement shall provide for the maximum daily and annual contract quantities to be furnished the Member which shall be equal to the Allotment assigned by the Member to MGAF, initially, but may be subsequently modified by further agreement. It shall incorporate the tariff adopted by the Board of Directors applicable to Members. It shall address the matters of the parties' obligation for supply, payment, commencement, term, termination of.— rvice, and nature and quantity of service and shall designate, subject to redesignation, the person. or persons authorized Ln administer the service agreement. (rl) Relinqui.shmenL. TheLe .ohsll be no permanent relinquishment of any part of a Member's Allotment by MGAF which would, affect a Member's Allotment account without the prior written consent of the Member. (F Pna _:icntnent . iT,, a t�,rmination of membership �-____ .__ 1 F in MGAAF in ,accordynrA with I+-iia;r;tl•h 12 17 of this Agreement, and performance r the Coii' itl'r.x:`, i:l._L '].2; imposed, MGAF shall reassign to the tei.mina.+ ::g 14ember thy, ; %l'' -tment to its credit. in the aforesaid Allotment account. Any I,,o tion of the Allotment temporarily her, i --Assi'lite,rl subject to tht� temporary relinquirhment.. W ( f ) E xcess Capacity. To the extent that excess capacity is available, MGAF may temporarily release the capacity to non - members. No firm capacity shall be offered to non - members which would jeopardize adequate service for Members. 12. Voluntary Termination of Membersh A Member may terminate its membership in this Interlocal Agreement at the conclusion of its service agreement upon at least 60 days advance notice in writing of its intention to do so and compliance with the following requirements: (a) The terminating Member ma }:es settlement of, or Provisions satisfactory to the Board of Directors for settlement of, all accounts between MGAF and the terminating Member, including payment of the net cost to MGAF of demand and commodity charges incurred from the date of the notice until the reassignment of the Member's Allotment credit is actually completed along with any charges by MGAF associated with the interim management of said Allotment, and ) terminating arrangements with Pipeline Supplier necessary p aryto authorize athe re- assignment of said Allotment and amendment or novation of the applicable service agreements and to fully relieve MGAF of further obligation therein. 13. Involunta =� Termination of Membership. A membership of a Member may be terminated involuntarily, and its relationship with MGAF liquidated in the manner provided in Paragraph 12 of this Agreement for voluntary termination of membership, by a two - thirds vote in favor by the Board of Directors upon the occurrence of any of the following conditions: (a) the Member is more than 60 days in arrears in the payment of its accounts, excluding amounts honestly disputed with MGAF; or (b) the Member is more than 90 days in arrears in correcting any other deficiency in the performance of the other obligations in its service agreement with 14GAF after written notice from MGAF to correct the same unless the time for correction is extended by the Board of Directors on good cause shown; or (c) the Director or Alternate Director appointed by the Member fails to attend four successive m- etings of the Board of Directors without such absences having been excused by the Board of Directors; or (d) the Mpmbf -r ceases to by I,ia]ified to ?: +� a party to the Interlocal Agreemorit under the terms of Cha'r'ter 153, Plori'ia Statutes, as the came now exists r,r' m-ty hereafter be 10 10r,76- ' amended. 14. Capital Accounts. A capital account shall be maintained for each Member. Contributions from a Member for capital acquisition purposes and earned surplus reserved or otherwise restricted by the Board of Directors for capital acquisition purposes shall be credited to the account and releases of such capital reserves and depreciation of assets placed in service according to commonly accepted accounting practice shall be debited to the account. Contributions shall be credited in the amount contributed. Additions and diminutions to reserves created from earned surplus shall be credited or debited in an amount equal to a portion of the addition or diminution to the reserve which bears the same relationship to the whole as the Member's total daily contract quantity of firm gas service under its service agreement with MGAF for the fiscal year in which the addition or diminution to the reserve occurs bears to the total daily contract quantity of firm gas service under the service agreements of all Members of MGAF for such fiscal year. Upon termination of membership, whether voluntary or involuntary, the Member's net capital account, less any set -offs which MGAF may have, shall be returned to the Member; provided, however, to the extent the terminating Member's capital account exceeds five per cent of the total operating budget of MGAF for the fiscal year in which termination occurs, the Board of Directors may elect to return the capital account in installments, without interest, disbursed over a period of five years commencing with the fiscal year immediately succeeding the fiscal year in which termination occurs. 15. Not for Profit Operation. MGAF shall not operate for profit except that it may provide for reserves for contingencies and for capital projects incidental and useful to its purpose which will inure to the benefit of its Members and the public. 16. Rates and Fees. The Board of Directors of MGAF shall from time to time adopt a tariff of rates, charges, fees, penalties and procedures designed to recover costs of operation including authorized reserve and capital costs, As the Board of Directors deems appropriate, the tariff may establish contract quantity demand, facilities, LPSeLVation or inventory charges as well as volumetric commodity charges and surcharges to recover the cost of goods and service furnished. The tariff shall be just, fair and reasonable and shall be uniform as to each class of customer. The Members shall be deemed to be ono class of customer BLit there may be different classifications rf service within that class of customer. in establishing ralAs and +7haigoz for random sales or service to other classes of •ustnmets, the Rrard of Directors may consider the nature and quantity cif tho zrivi,'e provided, t -tm and nature of the undertaking, loarl fa ^torr, henefits and detriments to Members, assumption, of riA, and mail:o+ 1? 17. tjquida —ti on. Upon termination of this Agreement, the affairs of MGAF shall be wound up, its assets liquidated, its obligations discharged and any funds and assets remaining distributed to the Members existing at the time of termination. The amount to be distributed to each such Member shall be determined by crediting its capital account with any assets not previously credited and debiting any debts in the same proportion that the Members total daily contract quantity of gas for the fiscal year in which termination occurs bears to the total daily contract quantity of all the Members existing at the time of termination. The resulting balance of the capital account shall be distributed to the Members. Distribution may be made in specie at book value in lieu of total liquidation if practicable, desired by the Members and the asset is not needed to satisfy creditors. 18. Amendments. This Agreement may be amended only by adoption of an amending ordinance or resolution by the governing bodies of at least two thirds of the Members. Amendments shall be submitted to all such governing bodies for acceptance or rejection if proposed by the governing body of any Member or a majority of the Board of Directors. No amendment which would have retrospective effect upon Members' vested interests, including but not limited to Allotments and capital accounts, shall be effective without unanimous approval of the Members. 19. Acceptance. Each Member will be deemed to have become a party to this Interlocal Agreement upon adoption by its governing body of an ordinance or resolution expressing its agreement to the same and authorizing compliance with Paragraph 6 of this Agreement. 20. Term. The term of this interlocal Agreement shall be from its acceptance by at least two Members for an indefinite term or until the governing bodies of all the Members shall adopt an ordinance or resolution terminating it. 21. Conditions Subsequert_,. Defore complete implementation of the purposes of this Agreement can occur, it will be necessary that the Members be able to aggregate and disaggregate their Allotments among themselves. Therefore, the entity herein created shall be disbanded, this Agreement terminated and, to the extent possible, the parties restored to the conditions existing prior to the Agreement unless, within two years from October 1, 1992, the restructuring tariff of FGT in Federal Energy Regulary t order mission Docket No. RS92 -16 -000 has been adcptrd in z aof the Federal Energy Regulatory commission and permits: (a) assignment by the tlembers of then Allotments on Pipulin? Supplini• to MgAF; 9 d ` 75 l `' (b) execution of a service agreement between MGAF and Pipeline Supplier which incorporates all the Allotments assigned by Members; and (c) aggregation and disaggregation by MGAF of the Allotment assigned by its Members, 22. Filing. This Interlocal Agreement, the ordinances or resolutions agreeing to the same, and any amendments to it shall be filed with the Clerk of the Circuit court of each county in which a Member, and a local gas distribution system operated by a Member, is located. The annual audit shall be filed annually with the record custodian of each Public Agency which was a Member during the fiscal year covered by the audit and with such other governmental offices and agencies as may from time to time be required by law. 23. IMagnitiee,. The privil ?ges and immunities enjoyed by the Members of 14GAF by reason of their governmental and public status shall inure to MGAF. 24. Severability, If any provision or portion of this Agreement is held to be void for any reason, it is the intent of the parties that the remaining provisions of this Agreement shall nevertheless be binding and effective provided the primary purpose t of the Agreement is not so impaired as to be unattainable. 1 25. Fiords of Gender and Number. As used herein, unless the context clearly indicates the contrary, the singular number shall e` include the plural, the plural the singular, and the use of any x gender shall be applicable to all genders. 2.6. Titles and Subtitles. Titles of the paragraphs and subparagraphs are placed herein for convenient reference only and shall not to any extent have tho effect of modifying, amending or changing the express terror arrd I,fovisions of this Agreement, 27. Defined Words. L1sf, of capitalization of words in addition to that required by normal rules of punctuation is intended to indicate a specially defined word and it is intended that the defined ward have- the mzan:ing arcn;.ded to it in paragraph 4 above, 2R. np licablewz, w. This Agreern -nt shill be subject to and governed by the lags of th- 5fate of Florida. 29. NoLic_es. Any r3o!.i. ff ~: permitted or required by this Agrea"nent may YAP deliverod fir ma.lf:d, by United States certified return receipt mail, in tha 'if tOAF, to the officer and addle l' r"Vk'Hfied in in raraglaph 8 (c) of this Agreenmen ('r, if tv Rt•' "x affidavit on teccl:d, to any e� Ie ' rJ Director of MGAF and, in the case of a Member, to the Mayor or governing commission or board chairman or other presiding officer or the resident agent of any Member at its principal place of business or such other office as it may have designated in its annual report filed with the Florida Department of Community Affairs. 30. Appendix. The ordinance or resolution by which each Member shall accept this Agreement or shall subsequently withdraw or be excluded from the Agreement shall be made a part thereof by inclusion in an appendix to be entitled "Appendix I To Municipal Gas Authority of Florida Interlocal Agreement Dated October 1, 1992 " In witness whereof the parties hereto have enacted the ordinances or resolutions adopting and agreeing to the foregoing Interlocal Agreement which are attached hereto in Appendix I.