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CCMtg01-15-03SMMinLONGWOOD CITY COMMISSION Longwood City Commission Chambers 175 W. Warren Avenue Longwood, Florida MINUTES SPL,CIALMEETING JANUARY 15, 2003 7:(to P.M. Present: Mayor Dan Anderson Deputy Mayor Steve Miller Commissioner Botdh Bundy Commissioner Pool Lovestrand Commissioner John C. Md og't John J. Drag., City Administrator Ridhard S. Taylor, Jr., City Attorney 1. CALL to ORDER Mayor And— culled a special mooting to order in 7C0 In,, 2. ANNOUNCEMENT, Mnyor AH-- announced rho following: The ntembersofihe loon.-d City Commission, Mayor Dan Anderson, Deputy Mayor Steve Miller, Contmissi— Butch Bundy, Commissioner pain Los- i-,loud Commissioner John C. Mam,Cil Qlm,-is e1—d session -1h the City At—", Richmd S Taylor, Jr., John .1- Orogo. City Adnwrisirntor :md a Coan lieponer for the purpose of di --mg pending Flinn ion (swtlemcnt negotiations a odstratdgysesslon) with tlorida power Coi,,—ion. The h% Tmaced length of Im. for the dlo d —ion meeting will be one (1) hour. m-mgtvill he aondacted in aocordunae with Florida Smoo,12RG011(8)' 3. ANNOUNCE TIM E OF RECESS TO CLOSED SESSION. Mnyor Anderson annnunded n 7:01 p.m. htat the Cumnt:.sion would recess imo n closed sesswn CC 01-15-031291 4. IF( ONVIAI" ,­ III ljlN0I ICE I'llil, 11111 OR IDJ " I RNIIWI M, o O,FD 'F"'10" Ifill", "I'll ..... .. [—d stun al 9'20 P-ni- 120 CC Ol 16-03/292 LONGWOOD CITY COMMISSION 175 West Warren Avenue Longwood, Florida JanuarV 15, 2003 TRANSCRIPT OF PROCEEDINGS . . ........ A P P E A --RA . Y RICHAR➢ TAYLOR, CITY ATTORNEY PAN ANDC.ASON, MAYOR JOHN J. ➢RAGO, CITY ADMINISTRATOR STF.VE MILLER, DEPUTY MAYOR BUTCH EUN➢Y, COMMISSIOISSNER PAUL LOVESTRAND, COMMIONER SOHN C. MAINGOT, COMMISSIONER I N D -R. TRANSCRIPT OF PROCEEDINGS i CF,RTIFICATE OF REPORTER I55 13 1 r A R C E E I) I N G S MR. I—LOR: The packages hope£u11y you had a chance to review them. I finished getting them ready on Monday and asked chat they get distributed as quickly as possible. Some things came up wi,h a funeral I had to go to out of town and some other things. I had hoped to get them to you by the weekend, but that didn't happen. I had some —11 surgery on day. "' I did spend a gocd part of an afternoon right before the holidays with representatives of Florida Power going over my laundry lice of objections or problems that I saw in the settlement agreement as we11 as the franchise agreement. It was a productive meeting. I felt that they did somewhat for a change negotiate in good faith. They actually came vn and had a pretty positive atereude about trying eo make some compromises. That being said, there's still some things in here of great substance that this Commission needs to make a decision on on whether they can live with or not lrve with it, as far as some major matt eY9. 0. And Chose are really areas in a little bit in favored nations, some things that we discussed and some things that 2 think need to be added. And the other mole major Ching that still remains rn this agreemene Chat I don't think should be in here - and I'm not saying that doesn't -- and P. not telling you when I say chat you should or should not approve the agreement. Any agreement 2've eves negotiated practically does not have any negotiating on their behalf. I argued that stranded costs should not be in this agreement whatsoever. That they're going to have 30 years in which to recoup eheir should be enticed to stranded costa. Ana, of e..r their reaponae to that. ie. Well, you can argue that 30 years from now and maybe you'll —. So we want that ability to be able to argue with me and they havens quite -- they've come real close -- there's a few references to it that I chink [he additional references are necessary in some places. And maybe in one or t o, they're not Co the word stranded costs because to refer back, but if you'11 notice in here, there.. a version that s a clean version and the version you probably ought to look et ie the version that has the stricken eh rough -- well, when I say that -- MR. ANDERSON: The settlement agreement -- MR. TAYLOR. -- there's actually a settlement agreement and there's the - which is -- they nevez gave me a stricken through version of that. MR. ANDERSON: Okay. MR. TAYLOR: And that actually when I -- I s tasted actually looking at that. I cook is with me on the first o£ the year On a hunting trip I It on with my son and was sitting there going over it. And I went, wow, they really had massed a lot. I cant wait to get to the franchise because, you know, I m going to have a field day with it. Eue I had more changes in the short settlement agreement than I did probably in the enci re franchise agreement. A lot of what 1 changed in the settlement agreement is the way they just saw the way our agreement should be worded. And when I looked at it, I go: -11, I could see some ambiguities Or I— this could be construed differently el I need r this additional sentence added in or paragraphs in some ih-- in tid— to do that. And I'll not 91— RItk t, them. I figured I —.1d —it and -1k t. you and —, -- if th—t, any additional changes y., .— it 14j,. that I —p11.i—d on that you I— Huh-.h. don —1 to t—PI—it, that. Or If there's something cold them thought we won It compromise on that y., will it--- That, if course, we get the final decision i— f... you. MR. LOVEST— The settlement ­It—ht is What .— that settlement agreement and Why d. we have � to h.11 . settlement .91-- Why di— we just have a franchise? MR. TAYLOR: Well, and that's a q..d settlement agreement that —111— , 1- f Ihi,,, arising out of [he litigation and the payment of 612. MR. —.AT—: —y. W. said we re going Co go by what the court said. MR. —OT: MR TAYLOR And it Will they 01 yay the check for 612, once ehe Supreme Covre makes its decision, a lot of things ehae donut really belong in [he franchise agreement because they won t have arty applicability once a check is cut, once the Supreme Court rules. in fact, they wanted to -- and I chink I have moved a Eew things that they talked about Chat were cn the franchfse agreement originally and wanted eo move them to the settlement agreement because they didn't have any long-term effects. And I told them I didn't care where all these terms and conditions were as long as they were on the settlement agreement first then? MR. TAYLOR: Sure. MR. MAINOOT: With your -- order you chink we should have cackled this? MR. TAYLOR: The settlement agreement? MR. TAY— Yeah. I would say e can start from the settlement agreement. MR. MAIN40T. These are the two. MR. ANDERS— Okay. r r MR. LOVEETRAND: It's dated November 12eh? Yours is much thicker ehan mine. MR. TAYLOR: Well, I've goe my original copies, the ones Ear. gave me, my originals back and some others. So I don't think yours is e hic ke r. MR. MILLER: The November 121h one is the settlement agreement iC self? which one -- MR. ANDERSON: I though[ I had -- MR. MILLER: I thought we had one later than that. MR. AND —ON: - this is from Gall December MR. MILLER: MR. DRAGO: Where's November 27th? There are just -- MR. TAYLOR: You need to have one that when you get to Page scratch all over MR. DRAGO. !counting] 2, you see my bird it. That's Steve, right there. MR. MAINGOT: MR. DRAGO: it, Right. That's it Chat you have in your hand. MR. LOVESTRAMD. MR. MILLER. MR. TAYLOR! This one here. 11 s this one. That one right there. r, MR. MILLER: I didn't see any bird - oh. MR. ANDERSON: At the beginning it says: For I-- to amend. MR. MASNGOT: For leave - amend. MR. ANDERSON: Okay. MR. MILLER. What's it say? MR. MAINGOT: For leave to amend. MR. MILLER: Then is the December 3— one, right? MR. MAINGOT. I think you're on the right MR. AMAERSON: That's what I qot. Correct. MR. DRAGO: Just flip two pages, Steve. MR. ANDERSON: A couple pages more. MR. DRAGO: Then you q.t it. MR. TAYLOR: Page 3 of , MR. MILLER: Settlement agreement. MR. TAYLOR: Now, keep going. MR. MILLER. Oka, MR. MAINGOT: Turn. Right. 'there you qo. MR. TAYLOR: Settlement agreement, all these recitals, I didn't have any problems with recitals, the terms. But go ace wally - lust so we kind of g through this thing and we can also, if you care lo co, an your packet should be my letter of November 12eh chat talks about the settlement agreement, so you can kind of go along and see where I asked for things and where they did or did not do Chem. MR. MILLER: Ed, the sake of argument, I'm going Co number chew pages, beginninq with face as Number 1, 2, 3, 4, I -- MR. AMEEREON: Starti ny with the cover i eeeer? MR. TAYLOR. The cover letter from Gail? MR. MILLER: We got 12 pages. MR. ANEERSON: Yes. MR. MILLER. The cover letter being Number I. So for the sake of argument and getting 1ost, we know which page to go to, if that's okay with you guys. MR. ANDERSON: That's fair. MR. MAINGOT: So for leave to amend 11 page what. MR. MILLER. Right here, Page 1 -- Ed, ERAGO: a. MR. MILLER: The cover page is Page 1 -- MR.-I—T: all -— MR, MILLER: -- then 2, then 2 -- 0- MR. ANDER.SON: P19s I .is what I got. MR. MILLER: - Chen 4, so on and so forth. There's 12 pages. MR. TAYLOR: The settlement agreement warts on Page 2, MR. LOVESTRAND: 3. MR. TAYLOR: Recitals ere on 3, right) Or did you actually -- MILL— MY. The settlement agreement is Page 3. MR. ANDERSON: That's what I thought. MR. TAYLOR: So you did this as Page 1? MR. LOVEETRAND. Recitals are Page 4. MR. MILLER: The cover page is Page 1. MR. LOVESTRAND: Yeah. MR, ANDERSON: That's correct. MR. MILLER. Yes. So ehae way we can say, well, it says on the cover -- on Page 1, Gai.l Simpson that the phone number is such -and -such. MR. ANDERSON: That makes sense. MR. MILLER. It apes. [Pause in the Proceedings] MR. TAYLOR. Starting on Page a Illy Page 5 on terms, on the dismissal, one of my objections was they only had us dismissing our ..it and now it has both cases being dismissed. That was kind of to me a — brain -MR. LOVESTRANO. So they went along with you? MR. TAY — Right. And on my Number 2 in my November 12th letter -- i m kind of following my letter and going through this agree — at the MR. ANDERSOM. Okay. MR. TAY— - Calking about releases referring to pending litigation, they make -- on Page 6, where I made some additions and, again, these a_en t things they haven'[ agreed to but things that I think need to be clarified. And then 1— point out things they haven't agreed to as we go through. I ve added a sentence. The su s presently continue to be collected until the new franchise takes effect. I cant .imagine, though, they're going to have any problem with that. Eut I— i Something else the way this is worded now is that they're only making a claim, as I see this, tO money chat was paid, that 800-and.some.thousand was paid pursuant to the November 15th court o-der. The way I word this agreement, and we talked about this, is releasing that other $462,0", which is over half a million now. MR. MILLER: Right. MR. TAYLOR: I told Chem -- asked them about back dating this franchise back till May of this year, so that chose franchises would be included. And they said: wet.l, we'll check on that. I doo't know if we'll do that. I don't know if it s legal. And I said: I'm not sure if It ie o_ not. But that would take care of that 462. Well, they didn't back date the franchise. But the way they've worded this, in my opinion, it releases the 462 and only specifically makes a claim to the — and -some thousand dollars. MR. TAYLOR: well, that's already been paid co the city. That's already in our -- that s the money that's been collected each month. They've increased it every month. MR. LO—TRANB. No. They were going to give MR. LOVESTRAND: -- - plus 462. MR. TAYLOR: 612. MR. LOVESTRAMD: 612. MR. TAYLOR! Right. MR. LOVEETRAMD: They're still going Co give us Che 612. MR. BANDY. Yes. MR. LOVESTRAMD: Plus they have no claims on whare been collected? MR. TAYLOR: That's Che way I word iC. MR. MILLER: Exactly. Just like we said I—— we are -- we re 600-and-some hundred thousand dollars better off than we were four weeks ago. I don't have any problem with that; do you? MR. TAYLOR: I mean, ehat's the way I understand it, MR. MILLER. Yeah, We11, Chat was the whole I— of everything. MR. TAYLOR: Now, didn'e leave - It, Cola well -- MR. LOVESTRAND: That was our final offer. MR. BANDY: The only moneton it makes in here Co fees to re,ov Ybility of fees is Che November t Ilh 0-1. MR. MAINGOT. Right. MR. TAYLOR: That's where 'I got that from. MR. B Y; That's the only - so they E.— -- MR. TAYLOR: Claim they're putting in here. MR. —EY; So eh, don't -- yeah. They don c put a claim in this settlement agreement on chat money, then -- MR. MILLER. Exactly. MR. BANDY. - they have no claim. MR. MILLER; Exaccly. MR, LOVESTRAND: Okay. Let's move on. MR. TAYLOR: Okay. In any Case, I—, -- MR. BANDY. I would think. MR. ANDERSON: Well -- MR. BUNDY. I mean, the Court could sole otherwise. MR. MILLER. Yeah. Bnn that, what we were working towards anyway; wesen t we. MR. ANDERSON: Yeah. MR. MILLER: I mean, that was my understanding of it. MR. LOVESTRAND: My understanding was sauce we cant gee that 152 (sic], you give And they said: Okay. Well give it [o you. r r 16 MR. MILLER: Yut as a bonus. MR. —DY: Ae a bonus. MR. MILLER: That was my impression. Ic s a bonus, okay - MR. BANDY. That's $612,DOo -- MR. LOVESTRAND: Right. MR, TAYLOR. EUC Che last thing we Calked about -- MR. LOVESTRAND: That we gel no maccer what. MR. TAYLOR: - was -- MR. MAINGOT: The 452 or 462? MR. MILLER. The 462 -- MR. MAINGOT: 962. MR. MILLER: -- plus the 150. MR, ANDERSON: Try co go one at a trme for her. MR. DEAGO: One It a Cvme. MR. TAYLOR: Right. The 462 was something Chat the lase tame we calked that and the s00-and- someching we_e going Co remain under the umbrella of the Supreme Court decision. MR. MILLER: ..orrecc. MR. TAYLOR: And what I brought in to them was, 1e— back date the Franchise and/or otherwise release _he 962 to try and sweeCen Che ol 0- And quite frankly, my Position was and 1 just told Gail Simpson -- and their attorney was here, coo -- and Gail and t went back and forth on this. told Chem, you know, a- they had to pay even the 650, release it, and if they had to eat it later on en my opinion, just looking it the dollars and change to them compared to what they stood to lose So, 1 guess, some If the negotiating that I did worked becauss the only thing I see an here, as Butch said, is a claim to the November 15th court order, which is the e00-and-some thousand dollars. MA. ANDERSON; My only concern on that is this is a specified claim. it d—l— preclude I— also claiming something out of this agreement. MA. LOVESTR-D. But the whole agreement does. The agre dt is to settle. MR. —El— Fair enough. 25I b,g --ng that says: This resolves all claims stemming out of the two lawsuits. MR. —EY: wending litigations. MR. MILLER. Yeah. Hut remember the 012,000 and ehe 965, 000, okay, iC was money that was kind of encvmbe red. MR. ANNEREON: L -hum. MR. MILLER: Okay. MR. TAYLOR. And the 900 - MR. MILLER: But then we told Chem -- we told Ghem if you free up the $460, 000, okay, we'll agree Co gO by -- MR. ANOERSON: Yes. MR. MILLER: -- the other. MR. ANEEREON: The other. MR. MILLER. Well, they came back with a counteroffer and says: Well, we don't want to free up your $960,000. MR. LOVESTRAND: 260. MR. MILLER: We'11 just give you an exe ra $300,000 — whatever it was. MR. —OR! Right. MR. LOVE$TRANO: 200. MR. MILLER: Okay. We11, that didn't work. Okay. So we told them remember we all sat here talking about it - go back and Celt Chem, we wane r 460,000 plus 150 no .—I what. MR. ALDERSON: Um -hum. MR. MILLER: Okay. Well, n , they've given us $612, 000 and we sti11 based on this court order may end up with 812 [sic] pl— another 465. IS that not correct. MR. 'TAYLOR: 612. MR, MILLER. 4lha1-- Oka, MR. TAYLOR: And depending on the Supreme Court thing, another 800-and-some-thousand. MR. MILLER. That's correct. MR. TAYLOR: We stand to lose that depending on the ruling of the Supreme Court and some other thin95. x added in - and I'm getting ahead of myself. I'll cell you what I added in and why when we get to it because otherwise I'm going to have you confused if I keep jumping ahead with my thoughts. MR. MAINGOT: I'm just trying to follow your -- MR. TAYLOR: Page 6 again. Up at the cop where you see, I put: Upon A favorable Tu1in9 of I he -- to Florida Power corporation by the Supreme Cou_t, Florida Power Corporation may seek to recover the amounts paid under the -- I wanted it 2t made very clear when we re calking about favorable ruling in the Supreme Court case and referring to Che —ter Park Bel -Aire cases and it had nothing to do wieh any Supreme Court case or any ocher case dealing with the City of Longwood. And, again, down below where it says: Ruling in the Wine er Park or Bel -Aire cases because there it says Florida Supreme Court does not allow FPC to recover From the City Chose monies paid to Che �.. MR. TAYLOR: And the Supreme Court -- it implies Che wayworded, the Supreme Court doesn't III. then. to recover from the City of Longwood. Well, they're going to rule on the City don't have a dog in that race directly; it's just indirectly. MR. MILLER: Not only that that will preclude -- eha[ will stop them from filing against us trying to -- -- even if they have to pay [he other cities, right? MR. MAINOOT: Well, one is contingent On the other. MR. TAYLOR: Well, yeah. On the one, on the Winter Park, I mean, they're going to either -- MR, LO—TRAND: The wording keeps us out of court unless Winter Park fights it. MR. MILLER: That's correct. MR. TAYLOR: And something else -- and I m going to go ahead and jump ahead anyway. Something y......... u'll see later on chi[ 2've done is, as of eoday or s of last week Co my knowledge, the F_orida Supreme Court -- maybe just because of backlog and the administration and So forth, had not taken jurisdiction of those cases. So then an issue comes up, where if they never took jurisdiction? We11, if they never cake jurisdiction, Chen the Fifth D.i strict court of Appeals in Daytona -- MR. MAINGOT. Stands. MR. —OR: -- controls our case. MR. MAINGOT: Exactly. MR. TAYLOR. So I've added a provision in there that they don't know about yet that says. In the unlikely event -- and it rs very unlikely, I'd be shocked if the Supreme Court didn't take jurisdiction of these two cases. eur if they didn't, then the prevailing It. in this dist ti<t is the Fifth and we get that $—,000. MR. 'LA1— - then we re - all right. What do we do now. We didn't cover that contingency in this agreemene. So I added Chat in as I m thinking as I've read this thing 50 times. MR. MILLER: Right. MR, T-LOR: Another thing in hl— is they -- they did not ever want to agree, they still have not. agreed that should they lose in the Supreme Court as to W.i— Park, it states to there: Nothinq herein sha1.1 be construed as a wa — of FPC s ability to seek to colle ce the monaes from And I adaea in -- and at one poi- it stated -- but really didn't take a st..ong position at this last meeting, that they didn't want us to be able to ,l Florida Public Service Commission. And I told Chem that's not going to fly, but it not 23 1— —d If left -- you 1-11 —­ lh1h their biI,1, t, collect the 111, —Id —p - ­9 t. the EhElil Service C-11—,, and g—'q against it, '.I' It speri Eically in 1— or the ability ME the City to oppose the collection If the f— from customers. 11 that 11 have the ability -- I Chink as individuals no one could stop you anyway. Rut think if the City Commission ­htl I. take stand against that .. behalf If its citi —, t, ought to b, able t. do — And I added chat i,, ehe re. MR. MILLER: We can —i- 1 Teeter to anybody MR. --T: Well, I already have Chat I. record, M_. Chairman, 11,11t 1p,,,i,' totally any reposition of the fees on our people. MR. MILLER: Yeah. But 11 already -- I think we already decided th—1 —11y not up I. MR. MAINMOT: Yeah. MR. LOVESTE—D : That's light. —I up to the court. MR. MILLER: .. ... oppose MR. —NGOT That 11 LI —y MR. LOVESTRAND: Individually. MR, MILLER. We can oppose it. Hue 1 s really -- MR. TAYLOR: Now, I added this language and I'll just go ahead and read it. MR. LOVESTRAN➢: What page? MR. TAYLOR. It doesn't -- I'm st i11 on Page 6. It doesn't - at the bottom. It doesn't change what we agreed to, But what they wrote to me as to the Supreme Court cases and the Bel -Aire cases and so forth left a Sot If ambiguity that could cause problems lacer on. So I added and inserted at the top of the page. I wrote at the bottom, but you can see my line up to where I inserted it at the Cop. The part res agree to be bound by the decisions of the Florida Supreme Court and ehe Wintez Park and/or Bel -Aire cases and said cases shall control whether PPC shall have any right to recover the amounts paid by FPC to the City per the November 15nh, 2002 order. MR. —MRQT. Right. MR. TAYLOR: Then -- MR. MILLER. What if they rule differently on one than ehe other? 25 MR. TAYLOR: Well, listen Co th, — of —t I—dilq bIll— they have Co rule one —M or ehe ocher on ce rC am issues. There's more Chan one issue an th- MR. MILLER- — MR. TAYLOR: S, I didn't —t them to come h, well, we won pare of that case. It has no[ni ng do with e collection of Eees. But we won this tiny little ti d-- ehae has —hi,, to do —1 the collection of fees. don't —t that t. happen. in 1: mitldle I the page, I ltlltll Illd IhIl I went R:,L. the top because I ran out ., -- MR. TAYLOR: Although h— may be —Y-1 issues being d before ehe Ih, winter Bark and eel -Aire cases, the only issue 't, —111—t to this stipulation and settlement 9_— i. —Lh— FPC had contrnue collecting franchise fees once the franchise expired. if theFloridaM,p.... Court —1. with the P, lI decision of the Second District Court of Appeal in Bel -Aire, then FPC shall be entitled to the return of the funds paid pursuant to the order of November 151h, 2002. If the ...rich Supreme Court rulas with the decicion of the Fifth District Court of Appeal., .in the Winter Park case, then FPC shall not be entitled to the return of the funds paid Pursuant to the order of November 15th, 2002. MR. LOVESTRAND: And Chen you got see what? MR. RRAGO: Above. MR. TAYLOR: See above. MR. LOVESTR r Okay. I see it. MR. TAYLOk: Should the Florida Supreme Court refuse to Cake jurisdiction of the Winter Park case and the decicion of the Fifth DCA remains in full force and effect, then the City of Longwood shall keep all of the franchise fee paid pursuant to the court order of November 15th, 2002. MR. ANDERSON: So you just nailed it down MR. LOVESTRAND. All the possibilities. MR. ANDERSON. Yeah. tut the portion of Bel - Aire that regarded the collection of the fees, if they rule for you there, then we re bound eo that r z� portion of Winter Park regarding the collecci on of the fees. MR. TAYLOR: Right. And if they refuse eo cake jurisdiction, we win—1—tica11y. MR. AN➢ERSON: due none of the other fssues because the ocher cities do have slightly different issues. MR. TAYLOR: Right. MR. 8CMDY: Because Winter Park won at the Fifth Diseric[. MR. MAIN— But it is my understanding Chat en the Fifth District Court of Appeal ruling on the case - in the case of War -ter Park chat Chey directed Florida Power to pay the City out o- their pockets. MR. TAYLOR: I recall -- I m not saying they didn't. I don't recall that being the case. I'm not saying you're wrong. I don't chink they would -- MR. AMOERSON: I only reed Chat they had to pay it. MR. DRAGO: The dispute was when -- MR. MAINGOT: I recall having seen that. MR. ➢RAGO: The dispute was when the Ci-11 Cou_t ruled in Winter -1— it—, the Judge P Ildt—d the —t— -- ­d­1 the — to to .t,,..d pending appeal. 0— they 91t appealed that the Fifth ➢ist—1 -1- 1— Florida P11— ,I, should have paid th,, It— all 11-9 because you were h tenant i, --­. Then that —1—d the money t. Winter Park that the —11 had held in Orange County. — .—h— 1-1 - I— Florida P-1 decided t. ­—1 it bI1.11I they had a different decision i,, Bel -Aire. SI they --d to consolidate it IIJ hopefully they would wan and — the --y —ld get 11-111d it them. of your pocket. They said: Florid, you —d to g— this City 11 the Court the --d --t. —11 hold it till y., appeal, whatever the .,Y.. 11 til— ­ to —t— It— — they still have the light now t, 9, back t. Florida P..t,, the P,—, 8—t" Commission, if they d, We —t I —1th—, -- MR. C—LOR! You k... 1—thl, hill MR. MILLER: But they would —,yI have that right ­.Y. 29 MR. TAYLOR: -- as you go through this thing, I've been through it many ttmes and everytime you go through, comet-mes there's another little thing [hat comes up. And what you just said John reminded if this. They've already verbally agreed, but it needs [o be io ws ting, that should the Public Service Commission agree to allow them to backcharge it, that the maximum they would charge be "x amount of dolla-s per month n Customer. So that someone is no[ going to get a bill £o'r two or three or four oc $500 all at once. They've agree[ MR. DR — [Nods head affirmatively) MR. TAYLOF. And I don't think they would. I don't think ihey'ce Chat stupid to do that. But you also would have people beating down the font doors of city ha11 if that ever happened. MR. LOVESTRAVO: They also have the logistical problem of the people that move, the new people and the old. P. MR. AMDERSOM: And that's not our problem. MR. LOVESTRAMD: It's It minor when some -- between 10 and 20 percent of an area moves out every year. MR. BUMBY: I think they also s nulated that in the event that they -- you know, that the -- they couldn't collect from the previous people who had moved that they would absorb those costs on their own. That they would absorb those coats. MR. TAYLOR: And they agreed to Chat in open MR. BUMDY. Yeah. MR. TAYLOR. Of course, that all goes away when the court when the decision goes away. And that's another thin, we could add in here. There'a no provision that they could somehow backcharge us. I mean, if they seek to collect to it and re s nos there then there's nothinq il here that says if we go to look for the customer -- MR. BUMDY. I would rather -- MR. TAYLOR: -- and they're not there, we re yoing to make you pay. MR. BUMDY. -- have Chem specify that in the event they cannot -- that they cannot 1ocate old f 0- P. 31 customers, I think it would be good for that to be stipulated in these because they try to convince the public Service Commf ssron, well, you know, that's - that should be dispersed or collected from among Che rest of the customers or ehe exc —, customer base or whatever. MR. A DERSOM: I don't see that as an .ssue. MR. LOVESTRAND: We11, I Chink Ma. 1-1: And I also think they wouldn't have any problem agreeing to that if you want to put that in here. MR. MILLER: I donut think the Public Service Commission is going to let Chem do it anyway. Really, I mean, ,ve need to line it out that they need a cap. We need to cap the amount that they can Collect, if they agree. MR. ANDEREON: We11, but, see, tha['a -- again, I don't think that that's an issue for us because ehe Public Service Commission has � isdiceaon ove- MR. MILLER: Yes. They do. MR. ANDEREOM: -- how they're 9oin9 to collect and how m.ch and -- MR. MILLER: Ail they have to do is go up r 32 there and say -- and they don't even have to tell Chem it'I for franchise fees. They just Cell them: Look, we re taking a loss on something. Okay? MR. BUNDY. No. They got Co Cell Chem. Franchise fees ar- a direct pass through cost. MR. MILLER: You re right. Except for one small minor detail, okay, they can open a line item rn their budget and show a loss in it on some other whatever, who knows. It could be totally fabricated. MR. BUNDY: Uh-huh. MR. MILLER. And go right Co Che Vublie Service Comm.v ssvon and collect it under a different line item. MR. BUNDY: And they do that -- MR. EUNDY: And if they were Co do It— they would be bankrupt faster than Enron. MR. MILLER. I don't know. MR. LOVESTRAND. They do watch the accounting pretty close. MR. BUNDY: It, yeah. I mean, they -- MR. MILLER. Noe to be a stick in the mud, but I.11 cell you what, Tampa Electric Company, I had a friend that worked there for many, many years. And every year those birds would spend hundreds and hundreds and hundreds of thousands of dollars on Christmas parties for their employees and then turn around and go to the Public Service Commission the next year for a rate increase. MR. EVNnY. Well., if they do it under the guise of a rate rtcre ass, then ehat's someehihy that's totally within their purview. MR. LOVESTRANO. The Christmas I litt.bly -- MR. —OY; But they can t come rn and say: We re, you know, operating at a loan. MR. LOVEST— That's a normal thing. The Public Ee ry ice Commission allows a Christmas party. MR. MAINOOT: Okay. MR. AMOERSON: Next ltem. MR. TAYLOR: Next item under releases -- MR. LOVESTRAVD: Pegs] MR. MILLER: Page 8. MR. TAYLOR. Page 8. Th— changed some language rn here and you can t see it because, like I said, on this part of it they didn't give an underlying stricken though versaon. But I objected to things such as the problem —h some damage they did to some other property of the city and so forth that that wouldn't be included in this. And they changed the language to say, well, you know, this se telee all the things chat we could have asked Ior or demand in this particular Well, we could have added another count as _o damage to underground utilities or whatever they of Page 8. However, nothing herein shall re_ease or be implied to release any claims or causes of actaon the city may have concerning matters unrelated to ehe pendinq Causes of aceron. That's just a clarifying thing. I don't see them having a problem with that. MR. MILLER. Okay. MR. MAIN— But then you have another thing that p —ided, however, upon favorable ril_ .M. TAYI,OR. Well, tt says in there provided, however, that nothing herein shall release or be implied to release any claims FPC has to recove_ y amount paid by FPC to ehe City pursuant to the order. That standing by itself just looks like they ol I 11 can go back and collect it as it ♦s. But I added in there: Upon a favorable rul Lng by the Supreme Court to FPC in the Winter Park and/or Bel -Aire I—. Again, to make sure -- MR. BUNDY: Yeah. Yeah. I see what you mean. Without that clause, then this settlement then they could come back later and try eo recover the money from us. MR. TAYLOR: Right. Based -- MR. RUNDY: Regardless. MR. T—OR: -- upon that one para9raph. MR. ANBERSON: Yes, MR. TAYLOR: On Page 9, my understanding was that we'd agreed that as far as anything to do with arbitration or whatever the parties are going to pay their — fees. But I also understand and don't see it in here that the prevailing party in any Sitiga[ion to enforce the terms or—,dition of this settlement agreement or to enforce the terms or condi.taons of the franchise agreement shall be entitled to reasonable attorney', fees and costs. So I intend to revrs.it that with them because that was my understanding of how we left tt that day. MR. LOVESTRRMD- In other words, what you're ol 0 saying is es ther­ no return of fees in the past, but if you don't live up to this and we have to sue you for it, you got to pay attorneys fees. MR. TAYLOR: That's right. MR. MILLER: Exactly. I don't see that happening, but 1t s a good thing to have in ehere. MR. T-OR: Another thing, on page 8, by the way, backing up actually, i m looking - i m trying to look at my agreement - my letter of November lath on this. Just to let you know that thing in there about so long as either party is not in breach of any material provision, and I wanted to take that out saying even if you re in breach of a material provision of the franchise, you could still co into the court and seek to enforce the franchise agreement and that would be a defense to that. They did not agree to that. whole paragraph out. What do we care. The MR, TAYLOR No. They didn't. MR. LOVESTRANO: Which tells about the MR. TAYLOR. They just want to say - they want >t left in there that you're in material breach of the agreement, you can t go in and enforce the terms ,l the franchise. And I didn't particularly care Eor that. But that was one of things that -- MR. BANDY: What is the -- MR. TAYLOR: -- they wouldn't agree to. MR. BANDY: -- settlement -- this settlement closes everything up to the franchise agreement. MR. MAINGOT: The franchise. MR. —DY: The franchise agreement includes -- MR. TAYLOR: Right. MR. B Y: - everything from that point forward. MR. TAYLOR, Right. MR. BANDY: So how can this -- something that's done today -- MR. MILLER: well, 1 don't. know how you could possibly be in material breach either. MR. LOVESTRAND: Well, it doesn't - rt s not Coo harmful to have it in there because most of what's done is them paying us. MR. MILLER. That's it. We don't [hem owe them a thing. 01 iR MR. LOVESTRAN➢: It s not a great paragraph. MR. MILLER: What do we owe Chem? MOthing. How can we be in material breach? MR. TAYLOR: well -- MR. AMDERSON: On the settlement. MR. MILLER: Yeah. MR. TAYLOR: Well, it says in here: So long as the City is not in breach of any material provision of the franchise agreement. MR. MILLER: Like what? MR. LOVESTRAMD: Well, that's a separate agreement with itI own enforceability clause; isn eMR, TAYLOR; Weli, I think Chat you've made a good point. why does that need to be in here at a11, when ie s -- when the settlement agreement is done and over with and Chen we re moving on to the franchise agreement. MR. ANEERSON: And that's the point you were crying to make. MR. TAYLOR: Right. MR. ANDERSON: Was there shouldn't be any words about whether a parry's in breach of the franchise agreement in the settlement agreemene. MR. HUM➢Y: settlement agreement. MR. MAINOOT: So that should be completely out of there Chen. MR. MILLER. And they said they wouldn't take MR. TAYLOR: Right. MR. MILLER: Why? Did you ask them why? MR. TAYLOR: Well, they feel that this would -- this would survive -- I mean, once you sign it, then they could go back later on and if you tried to enforce some[ F.ing concerning the franchise. And they I. you can t enforce it because you're in material breach yourself. And to me bcth sides could he in a material breach and you could still go into court. And when it all shakes out, you may owe them, they may owe you even though there's a materfal breach. So I wasn t real happy about that. MR. LOVESTRAND: What you're saying is as a matter of common law -- as a matter of law, this as a non enforceable paragraph in a sense because you still can sue under [he franchise? MR. TAYLOR: —h. Sut they could come to as a defense saying, no, I move to dismiss— ismiss or as an affirmative offense stating that they're in material breach of the franchise agreement, so r therefore they cant sue us fox breaching it. MR. MILLER: Well, how can we possibly -- how could we, the City, possibly be in mate-ial breach of the franchise agreement? MR. BLNDY: I Chink what he's saying -- MR. MILLER. Now, wait a minute. Eow could that possibly happen? MR. —DY: flue -- MR, ANDEREON. There's a lot o_ -- MR. LOVESTRAND. We d—t allow them ir. the right-of-way. MR. —RION: T'h-- a lot of terms in ehR franchise agreement that we have to live up to. MR. MILLER. Yeah. But we have to allow them in the right-o£-way. MR. LOVESTRAND. But then if we didn't, we'd RE in mare rial breach. MR. TAYLOR. In other words, say, there's a se main right-of-way and they suddenly runt t o down high-tension, high -power lines done a certarn right-of-way and you've got people coming to city hall screaming: We donut want those coming behind our house. And so you tell them: Look, you've got your ol I- in the pity, but you're not bringing them dawn this right-of-way. And they go: Look, aI the agreement. Vie have the right to go down any And you go: No. You re not coming down here. All right. They c y, all right, y re rn material breach now. MR. AMDERSOM: or a trry ial one would be we have to notify them 30 days before whatever, whatever and bang -- MR. TAYLOR: You just hit on mother point that may be trivial to you -- MR. AMDERSON: Yes. It ts. MR. TAYLOR: - but what's trivial to you, might not be trivial to me. MR. ANDERSON: That's correct. MR. TAYLOR. And the words material and trivial are the things it,, give people like me job security. MR. ANDERSON. That's right. Hut what I m -- I mean, that's one if those things that can trigger, boom, you are now rn breach of this franchise agreement and now you can t enforce your rights under it. That'e why that paragraph is bad. MR. TAYLOR. Which by the way, that provision cuts both ways. MR. MAINGOT: So, therefore, is it -- MR. L—STRAND: It s undesirable, but —A no[ worth spoiling the deal over. MR. MAIN— Well -- MR. ANDERSON: But, Richard -- MR. TAYLOR; We11, I Chink that's one of those things that we may want to <r rc_e that's significant that when you get to the end and look at the overall thing, we decide, nay, —11 just overlook Chat or go back to them and try and massage a couple of things out more. MR. MILLER: You can use it as a bargaining point. But you know what, really, I m sitting here trying to Chink of how we could possibly be why we would allow ourselves to ne to mace rial breach. MR. AMDERSOM: Richard lust sa.i.d -- MR. MAINGOT: They j st gave two examples of it MR. MILLER: He didn't give me examples. He gave maybe the sky might fall. That doesn't mean anything. MR. MAINGOT: No. No. No. MR. MILLER: okay. MR. LOVESTRAND: Are you Calking about the recent letter we , received? MR. MILLER: You see the thing is if you Chink about it, how many rights -of -way could they possibly put high-tension wires down? There aren e any. MR. MAINGOT. Today there aren t. MR. MILLER. In this city, we ve got four square miles of property. That's it. There iI MR. TAYLOR: Well, you just wanted an example. MR. MILLER: You know that•, what Z'm saying. MR. TAYLOR: That's just some example. MR. MILER: I m trying to think of exempl. that would cause something like Chic. It just can C happen. MR. ANDEREON: They could use the eight feet in the back of everybody's backyard and say, we re running one right through here. We don't need a 4o-foot face on this thing. MR. LOVESTRAND: Z think they should use Range I,— Road. J- 44 MR. MILLER: But I Chink they're governed by laws that they cant do chat. MR. MAINGOT. Well, I think it's best eo be on the safe side. MR. ANDERSON: But Richard's point i., I Chink, we11 made _hat we would say: No. No. You —'I do ehae. And they would say: Oh, yes. We cart. And if we did anything to stop them, they could say: You are in material breach and per this seeelement agreement, you can t enforce whatever, whatever. MR. LOVES—D: But we'll have the money in our hands by then. MR. MAINGOT: I know. But still we have -- MR. ANDERSON: And here's -- MR. BMDY: This applies to the franchise agreement. MR. MAINGOT: That's right. MR. ANDERSON: But here's the second o t that I think is significant. If the City believes that they're in material breach for whatever I—— what is our course of notion. tue really can C have any because their attitude to this past t _me has been, you can't stop us from continuing to service to a city and make mo y We re not 0- oaying you et cetera, et cetera, we ve gone through this whole thing. So, I mean, it seem.. to me chat It that Whereao, If [ha[ language was - MR. LOVESTR-D. This agreement should ottually d1e, Rrchard. Maybe you can oat words in to the effect Chat after both aides ag_ee that the seit I-- is done that this agreement becomes null and void. Let thia agreement die. franchise a9--tt -- MR. LOVESTRAtdD: We want this agreemene eo die, when we Ve got our money. MR. BUNDY: -- from chit. I mean, this should not -- MR. —LOR. Well, technically it would die of cer the Supreme COurt rules because -- MR. LOVESTR-M; .eah. MR. T I,— -- there's a provision in here, I think, hot rn the franchise agreement Chat the actual -- they want [o leave the - well, it would say in ehe beginning of here. That they want to Leave the act.von pending just until the Supreme Lonrt rules and the money is paid or n e paid ju t _n case you have to go back -- MR. LOVESTRAND. All right. Maybe you can add a paraoraph at Che end, that axcer Che Supreme Court rules this ag reemenC will sunset. MR. MAINGOT: Because this here specifically says enforceabiliey of franchise as opposed to MR. LOVESTI—D: Yeah. If it sunsets. MR. MAINOOT: well -- MR. AMDERSOM. And the point is that Cnrs agreement concludes the past. And when the franchise cakes effect, tha— a new chapter. MR. LOVESTRAND: But this -- there's noching more Co It once that supreme Court makes their decision, this should sunrise. MR. —Y. Once - because there will be an overlapping period when this agreement is in effect until the Supreme Court rules. MR. TAYLOR; Welt, there's a sentence -- MR. But.*DY. And Che Franchise agreement -- MR. 'I'AYWR: -- in here Co that. In face, _t says on Page 6 the last paragraph that's typed: The lawsuit shall be abated, which means just put 10, on hold, as to FE s potential claim to recover order on Longwood's motion to require payment of franchise fees. So that portion of the suit is just going to be abated until the Supreme court rules. MR. LOVESTRAIIO: And can you add a sentence in there then? That sounds like a logical place there. And this agreement shall sunset or whatever. MR. MILLER. We11, see, believe me, I don't believe that this paragraph ought to be in here. MR. MAINGOT: I agree with that. MR. MILLER. I m just —king for reasons why they would want it in here. That's the Ching. MR. MAINGOT. That paragraph should be out of there. MR. MILLER. xow would We possibly be in materiel breach of the franchise agreement? I can t see any reasonable way it would happen. Why would they wane it 1n here? What's the deal? MR. TAYLOR: Well, there's one of those things that you're talking a lot about that I can go back -- pa rc of the negotiating and there s things in here chat maybe we'll -- agree on with them. But I cart say this, we vz made light y re of - - MR. MILLER. Oh, yeah. MR. TAYLOR: But it doesn't mean that one or two negotiating sessions you resolve things. If you hammer them -- I mean, e had a had a whole laundry basket full of them to begin with. And I resolved a gazillion of them the last tame - spoke with them. But that d... — mean we re so-ve all of them. You got to finally fine tune things till you go, all tight, now we — got it anailed down. MR. MILLER: Okay. MR. TAYLOR. And we re talking about -- MR. MILLER. And we re all in pretty much agreement this paragraph should go then; right? MR. —GOT: That's tight. MR. ANDERSON: Let John soeak here. MR. DRAGO: One Ching you need co keep in mind is that when these documents get adopted by you guys, the ordinance gets adopted after two public readings, then it becomes effective immediately. And all the provisions start to Cake place. In the mean[ ame this settlement agreement is t r 01 r still ciea to the franchise agreement until ene Supreme court decides when [hey wan[ co hear the MR. 1— STRAND: Right. MR. —GO: Whenever chat is, it runs parallel co one another. And if something_ happens along the line "" you say, you know. You guys didn't pay us something or you didn't do something — this franchise agreement, then [hey got a hook to go back and say, well, wait a minute, yo re rn maceri al breach, s0 you can c go to -- so there s a etme gap there. If everything coincided where this franchise agreement would be adopted, we get — money and MR. auNOx. There is an overlap there that you need co consider. And chat just -- MR. A IERSON: And I chink it will be a significant overlap because ehey are expecting us to cake a -- MR. LO—TRAND: It will be a year from now. MR.—EREON. Well, yeah. They're expecting us co Cake up a reading on the franchise as soon as possible. MR. DRAGO: Right, MR. ANDEESON And enacc chae franchise and gee it going, meanwhile we have to wait until the Supreme cossrt decides Chat they want to heal it. MR. MAINGOT. And we - MR. ANDERSON: And if there's any type of a di.spuce whether we chink it's CIL-1 or —, they would say, no, Chats material breach and you MR. MILLER. I cant see one reason why chat should be �n there. MR. MAINGOT. That should be out. MR. ANDRES— And the only purpose it serves I. chit Cwo secs of attorneys can argue and bicker over it and drive It costs. MR. MILLER: But everything is in their favor. Okay. The material breach -- even iE Chey -- even if Chey - if they were in mace rial breach, what in this document -- MR. —Et— Ne have no hold over ehem. MR. MILLER: -- says that -- MR. BANDY. But I does not say -- MR. LOVESTRAND. No. Ic does work -- MR. BANDY. It does not. NO. MR. MILLER: If they're in material breach -- MR. LOVEETEAND: If they don't pay us, then t hey— in material breach. MR. WINDY. It does not work two ways. It says: As long as the City is not in breach of any maCert al provt6tOn. MR. MAIN— Thl— right. MR. EUNDY: It does not say Florida Power. MR. MAINGOT. FPC. That's Tight. It � a one-way ettuatton. MR.—EREON. And that's what clues you off of why Chat shouldn't be in there. MR. LOVESTEAND: Well, let's make it [wo ways. MR. —DY: LIt s make it no way. MR. MAINGOT. I think it should be out of there. MR. MILLER. No. No. We should make it no way. MR. MAINGOT. out of there. MR. MILLER. This needs to go. This really does. 'This whole paragraph needs to get out of there. MR. BANDY. Scratch the paragraph. MR. MILLER: It s a one-way paragraph. f' That's it. MR.-EEREON: We have consensus to Cake that MR. ANUERSON. It sounds like we do. MR. —0: Well, it also has an, o- provision in here. It's not just a franchise agreement rt s, or the seeelemene agreement. MR. BNNUY. Yeah, Boeh. MR. MA INGOT: Sa, 3, out. MR. ANUEREON: Oh, you know what, you guys didn't do "X" in the franchise, the'refo're, all this money -- MR. MILLER: You got eo pay it back. MR. ANOERSON: -- they thought they were paying to you -- MR. TAYLOR: And don't forget this is the same company that argued chat we had no option to purchase in the beginning which was just a far- fetched argument. It people are going to do that. I'm not pointing my finger just at Florida Power -- MR. EUNUY: Of course, you know -- MR. TAYLOR: -- any company — take any kind If unreasonable position in litigation. You — got to g�ara againac cnae. And remember not to be hasty in agreeing to something with them. Make sure it's flne tuned very well because this agreement. and the franchise agreement is going to involve at the minimum over the franchise period a payment of 30 million dollars and probably closer to 50 million dollars. We re not Calking about chicken feed. MR. MA INGOT. Well, a bit more than that. I estimate 15 -- their gross caking as of now based on the average, you're looking at 15 million dollars per year. MR. MILLER: I guarantee you Chat -- billing. MR. BLNDY: You're talking about 3D million -- MR. TAYLOR. so you're getting six percent of that of the franchise. MR. LOVESTEAND: Approximately 20 times what we gee and that's gross, but then they got to subtract their expenses. city. MR. MILLER: They would have never put chi, to there if they didn't hive something in mind. MR. LOVESTRRND: John's got something. MR. DRAG-: Under the curren1 franchise ag reemenC, you re right, Paul. Under Chi, new franchise agreement, ehey do no[ back out any e axes chat are paid, So you actually get [he six percent If their total gross revenve and nothing gets subtracted. MR. LOVESTRAND. It s a little more. MR. DRAEO. Right. MR. EUNDY: Yeah. MR. DRATO: And they include the industrial l ighe. MR. AN➢ERSON: 01ay. Next issue. MR. MAINGOT. Is there any rtroxe on this -- MR. LOVESTRAND. Up to 9, right? MR. TAYLOR: 'ae11, we already Calked anoUt attor—y's fees, MR. LOVEETRAND. we did. MR. TAYLOR: At the -- and there's an .issue chat we ve gone back and forth about hill they j us[ want us to tota y eappeal Ordinance 01 1559, which is the ordinance we put into effect r• MR. ROVIR3TRAND: The right-of-way .,di—? — C—: The h.-- ordinance. MR. TAYLOR: The holdover. MR. TAYLOR; I told I— that there .,Id b, although 1 1- of things in there pertained t. them IlItIlly and —9--Ily - the settlement agreement and the franchise .9--, And I ,---ly would agree that the City would not h... any of chose p---, apply or would re pp.1 P1.1-il— of that lldi—,— that apply m Chem. And they -- they never I don't think took I hard fast -- They 3-1 said they'd rather have 11 A.d I said: well, that's fine. But I wane eo b, able CO p— -- if we re going - —p.1 an —d-- that d,,I. —h the 11— subject matter as utilities A.11— —y— h—, ABC Electric —, in h— with deregulation and —t to — - h— and th—Bls things j, that —d-- that y.. may .., — gwe ve lad 91t those in there. And - I Chink I— r orainance -- ME. 9UNOY. well -- MR. LOVESTRAND: Let's agree to appeal it and make another one. MR. TAYLOR. Sut I want it -- but the thing is if you don't clarify it like I have here, they'll go, you have repealed it and Chen reacted it MR. MILLER: And ye—e in materiel breach. MR. TAYLOR: Now, you're in material breach If our settlement agreement or franchise agreement. MR. MILLER. Yeah. MR. TAYLOR: My sentence says: The repealing of ordinance -- MR, MILLER: NOw, there ie an example that I can live with. MR. TAYLOR: The repealing of Ordinance 01- 155I shall not prevent the 11ty Che reaf ter adnpeing an ordinance covering the same subject matter, so long as said ordinance is not in conflict wren this settlement agreement or the L ranchise agreement -- MR. LOVESTRAn*0. Good. ME. TAYLOR: -- and said ordinance shall not r th­q, or ­d the I—. and conditions If the tittl—e- ­—i and --h— ordinance. MR. BMDY: Would it b. -- MR. TAY— A, 1-9 as It doesn't affect them, —t it. they 1111? MR. BLMDY: wouldn't it be t­ltl to —Y in there in the new -- i,i the new f'—I"— ordinance chat repeale any items to th- ordinance that are to conflict with --he new one. MR. MILLER! Huh-h. MR. BLMDY: And the, you don't have to "t-1 the —le Iti., MR. DEAGO: The P—pell If . —de,e, .1di-1, 116 11 develop I general framework far anybody that t— .into the City that It— to provide electric —i—, h-- the 9-111 A franchise agreement 9— more 1PIelfas - to he company you .— to d, business with. And you have the right t, either at —gth— the terms in the franchise ­,— 11 weaken the. . 1-9 as y., stay within the general framework If the ,Ild—, ordinance. MR. —R: But the .1di—I, that we —pled — further .ld—, -- ol MR. ORAGO: Correct. MR. TAYLOR: That specifically zeroed in on Florida Power. MR. MRAGO: Vo question. gut your point is well taken, because iE you yet into deregulation: then you have too many of these guys floating in and out of here, then the same holdover provision has to apply. MR. TAYLOR: I mean, as long as it dcesn't affect them, what do they care. MR. MAINGOT: It protects I. MR. LOVESTRAMR: I like the words. MR. MAINGOT. Yeah. MR. TAYLOR: Now -- MR, —RSON: Richard, the one -- the last sentence you just said. As long as It doesn•t affect them. Any ordinance that we do pass, should affect everybody. It shouldn't be targeted specifically at them in a negative fashion. That•s what they would get apse[ about. Eot the fact that it covers everybody -- MR. LOVESTRA:VD: What he says in there, though, he ju [ —i—d now slightly dill -Brent. xe says in there it —It change the terms, as 0- d long as it doesn't change the terms of the franchise agreement. MR. ANDERSON: Correct. MR. —STRAND: Noe affect Chem. MR. ANDERSON: okay. MR. MAIN — Does nos conflict or whatever. MR. —DY: Yeah. Not en conflict. MR. MAINGOT: Right. MR. LOVESTRAND: H just summarized it now ae long as it do—c a£fece them. But the wording says as long as >t doesn't conflict with their orainance -- MR. BUNDY. Not in conflict with -- MR. LOVESTRAND. ith the franchise agreement. MR. MAINGOT: Right. MR, T—OR: And you couldn't really pass an ordinance and change a contract by n vision of an ordinance anyway. A Covrt would never enforce [.hat. MR. ANDERSON. Okay. But -- and here's why I think that's c cane. That's --hit, that I think we all agree with that you can t buy an ordinance after the franchise, alter the franchise without the other parties consent. MR. TAYLOR: Right. MR. AN➢ERSON. But that s exactly what Florida tower argued against us 1n conelnuing to collect the franchise fees. You cant make us keey colle ce ing eh— franchise fees because we didn't agree to 1t. I don't think that we altered the franchise one bit. But they claimed that we did and said that we -- that's why they can t -- it, unenforceable. You can t force ue to collect these fees. MR. TAYLOR. Well, no, they said -- MR. LOVESTRAN➢: L d—I see 11 -- MR. TAYLOR. -- that they couldn't collect the fees because there was no agreement in - MR. LOVESTR— There was no agreemene. MR. TAYLOR: There was no agreement at all in which to collect them on. MR. AN➢PRSON: But they also said that they did no[ recognize that ordinance and the validity of that ordinance and it was one-sided. And they we ren e party to it, and so they were" t going co operate under it. MR. TAYLOR: Oh, the latest ordinance, the o"e we passed in oI. 0` r MR. TAYLOR! Right. MR. ANDERS— And that's where thty argued, hey, you did this by an ordinance afterwards and You— crying to enforce terms of the franchise -- MR. TAYLOR: They've never won on thac argument, though. MR. ANDERSON No. They haven't. But if we put specific -- MR. MILLER: If we repeal it -- MR. ANDERSON: -- language that says: Hey, we'll never do anything that Couches you. They could argue then based off of cnat language, you're trying to control us. MR. DRAGO: No. Because the Pifth District Court basically has said if you've been in that right-of-way with a previous franchise agreement, you're entitled to pay the city money. So that's already established. MR. LOVESTRAND: You re still a tenant -- MR. EUNDY: row about can we not do this -- MR. ANDERSON: Which is what I argued all along and they told me I wa.. out of it. MR. EDNDY: -- can we not at ehe same time e hat we repeal 1559, put in place a new ordinance that removes specific references to Chem, but pass CA r P. one s. multaneousl.y it repeal it. MR. TAYLOR: WR11, that's what my language down Cher. intends to It. MR. LOVESTRAND. Yeah. MR. AN➢EMR— Okay, MR. TAYLOR: My intent... .s [o repeal and [hen at the same time plug another ... right on in there that has Co be cleaned up and amended and massaged, so .[ doesn1t conflict with them, but p ._etas the —y'e interest for deregulation in [he future and so forth. 11, Illy: -eah. But I don't want elorida Power, you know -- if you're saying that in this agreement, Chen you re giving [hem the right to have a say so .n our franchise - in our ordinance. You know, [hey can come in and they have Co approve that ordinance because they can -- [hey would have - well, ..it a minute. They would have the right to 9. [o court a9ainet our ordinanto say that is s 1n conf licC with this. ce MR. LOVEEIl Dz Th,— wasting their bucks, huh? MR. DRAGO. Yeah. MR. TAYLOR: I donut see Chat happening r IF unless you pass something and then 1111 them up and said: By the way, this ordinance says you have to jump through this other hoop. MR. MILLER: Yes. MR. TAYLOR. Then they would raise Cain. MR. —PEON: Okay. Next item. MR. LOVESTRAND: That was Adam and Eve that raised Cain. MR. MILLER. We all agree on this. MR. MAINGOT: Yes. I mean, as far as I m concerned. MR. MILLER. Are we agreed on thin? MR. DRAGO: With all the changes. MR. TAYLOR. Will, there's only one -- MR. LOVESTRAND: Surat one big one. MR. TAYLOR: -- big one. MR. MAINGOT. And one .— MR. TAYLOR. Well, that's the big ore. MR. MAINGOT. Yeah. Number 3. MR. ANDERSON. I think everything else is good in here. MR. —OR: The next thing, I think, the easiest thing to look to in the one tbat says at the Cop in my writing, proposed ordinance with FP— changes, additions underlined and deleeions U-a s crock through. MR. ANDEREON: Real yuick, Richard. Items 4 through 19 on your letter you say are all fine. Oh, no. W _e moving on to the franchise -- Item 4 moves into the franchise. MR. LOVESTRAND: That's noc the one. MR. ANDERSON: And we re using the one that says: Proposed -- MR, MILLER: Okay. Ie s got numbers on it. A11 riyht. MR. MAINOOT: Yes. MR, LOVESTEAND: Where's the numbers? MR. MILLER: The numbers a-e on some of ch— Pages 1 and 2 need to be numbered. MR. AND£RSON: Are — reading from the one chat says: Proposed Ordinance with FPC E changes, additions, underlines and del 11— struck through? MR. TAYLOR: Yes. MR. ANDERSON: Okay. That's the one. Okay. Beginning with Number 4, grant of authority. MR. TAYLOR: You see chey added in there about -- MR. MAIMMOT: I have something else before r that. MR. TAYLOR. Okay. MR. MAINGOT: And bearing in mind that [his, of course, vs a public document Gr will become a public document, already is. For the ed=_Eication of the lay person, i mean, I— asked this before above the granting of a non-vncl usive franchise agreement in [he even[ of deregulation; right. MR. TAYLOR: Um -hum. MR. MAINGOT: The svtuatvon vs open. would Sohn Public—C—Cand that? MR. TAYLOR: This non-vnclvsive? MR. MAINGOT: Yes. MR. TAYLOR: The title at [he very beginning it MR. MAINGOT. Right. Yes. MR. TAYLOR. -- says an ordinance granting to Rlorida Power Corporation any non vnclvsive electric utility=ranchise -- I Chink deregulation would invalid anything [hie gave Chem an vnclvsive actually. MA. I—EETRAND. Probably would invalid all franchises. MR. M NGOT. well, 1 just -- MR. BUNDY. -- kind OE basically in off— of, deregulating electricity here. MR. MAINGOT: Well, I just wrote - MR. RMDY: If they accept this, they're accepting a non -inclusive franchise. MR. MILLER: Yeah. ZC's non -inclusive. No problem there. MR. TRY'— Yeah. But in order to get the authority -- you're right. EXcepC [he government, other Chan the City of Longwood's government, >s going to have to come along and say: Florida Power you sha11 let Taylor Electric use your lines eo deliver power to Butch Bundy. MR, LOVESTRAND: The Public Eervice MR, BIINOY. Mo, Mo. No. MR. LOVESTRAND: -- has said they have a monopoly. MR. ANDF.RSON: Wait. Stop. Because .tn Che early 19oo'1 Che State said we re going to carve up the It— I— dedicated service areas and someone will be _ en a mo ooly to service that area. And so despite the fact that this says non - inclusive, nobody else can come in there until such time as -- MR. LOVESTRANO: Right. r e MR. AN➢ERSON: -- the State changes that law. MR. ➢RA— Or if they run it underground. MR. MAINGOT: This is why I have something here which I'd like to read out. MR. ANDERSON: — the State law -- MR, MAINGOT: I'd like to read something and whether it holds ware_ or not. I said here: Granting a non->nslusive franchise does not prevent us - now, this es layman's language -- from seeking out another provider in the even, of de regulaCion. However, for purposes o£ clarification there should be a paragraph that says: In the event of deregulation, the 9ua rancor has the right to enter into negotiations with any other provider and the collection and tF,k payment of franchise fees shall remain in of to ct so long as the guarantor has noe terminated ehis agreemenC. MR. ANDERSON: That was whole -- MR. TAY— That's covered in the franchise agreement. MR. LOVESTRANO: I think what we re doing is putting oursalf en Che plane of the state again, like on those other things we gave them tG the Supreme Court. Here, we have to give to the r enblic Ier— ob—leion. MR. —DY: What —Id doing and I'll say this a9ain, .ts we have deregulated them here. That does not mean at s deregulated, but in the I-- that this is, we don't have to go back in and redo the franchise agreement. MR. —DY. Because it already w111 be a non - inclusive. MR. MILLER. The Stite's not going Co deregulate without passing a law allowing everything to happen. They re not going to do it. MR.—STRAMD: and when they do it, it supersedes. MR. BUMDY: Well, Chat's what I'm saying, if they do five years, ten years, six months from no if they do deregulate st aC ewide, this ordinance if, it were not a non inclusive, would become null and void. MR. xMDeason. Okay. MR. —DY: And the franchise agreement would be null and void by leaving it -- by doing it as a non-rnclusive then we don't have to worry about MR. —LOR. And John -- MR. SANDY: They will will be bound by the terms of it. MR. MSLLER: absolueely. ,lust like when they deregulated Che telephone industry. MR. MAINGOT. All right. MR. TAYLOR: There are some provisions well get into as we go through this agreement ehae vides that Florida Power shall not be put at a disadvantage by deregulation. And if we bring in these other companies that we ve got Co charge them the same franchise fees we re charging Florida Power. MR. MAINGOT: Well, I just thought I'd bring that in as a matter of edification for Che lay person who is going to oe reading this. MR. LOVESTRANO: We already have non inclusive garbage -- commercial garbage contracts. MR. MAINooT: All right. MR. LOVESTRANO: I think people understand r MR. TAYLOR: Page 2. MR. LOVESTERND. No changes. MR. TAYLOR. Yeah. There1s a change. MR. LOVESTE-E: Oh, it, underlined. MR. TAYLOR. I wanted t0 clarify that any Other EMi-19 future servvice other Chan providing electricity and related services shall -- they'll have t0 come back Co us £Or a new agreement, new fees and everything else. MR. BUNDY: So if they want Co get in the Ph— business in the right -Of -ways, they have Co get our permission. MR. MILLER: Are these things they already agreed to that you've got underlined here? MR. TAYLOR: Yeah. They put Chem in there. They are the Ones that typed this up and put them there. MR. MILLER. This is -- all the underlined portions are things that you asked for. MR. TAYIAR: [Nods head affirmatively) MR. MILLER. Okay. MR. P—ERSON. And that they -- MR. TAYLOR: For the mosC pare. MR. I—ERSON. -- put MR. TAYLOR. Yes. r MR. MILLER. Okay. MR. MAINGOT: Under - if I I Section 5, Payment to Guarantor -- MR. MA —T. Grantor. That si cent, what happens if we need additional revenue and we, therefore, want to direct Chem to increase ou_ :ranch... fees from — t0 seven percent? MR. ANDERSON: The franchise says sax. MR. MAINGOT. I know. MR. ANDERSON: For 1� year.. MR. MAINGOT: That's why I bring the point up. MR. TAYLOR: Well, and let me respond to that. At one of our first meetings, it was back when they were playing hard nose about they we ren C going t0 give us [he option. But one of Cne thing. they said In the very first - a -year - a -half or two years ago -- MR. TAYLOR: No. I Chink they said they'd g0 up, if you wanted eo charge eight percent, they didn't have a problem with eight percent. MR. MILLER. No. Th.y aid th.y ould -- MR. EUNDY: Mo. 01 0 MR. ANDEREON: They'd never go more e.:an six. MR. LOVESTR—: well, wart a mtnute. Let me clarity Chat the way I heard ie. No Illy has ever charged more Chan sax percent is what they It- - MAixGOT. well, that's funny. MR. —LOR. But did— they at one time say Chat if you wanted Co go higher, is didn't bother them. MR. MILLER: No. They told us they would never go over six. I remember them saying chat. MR. ANDEREON: That is what they said. They also said if they allowed another six some[ning higher Chan six -- MR. MILLER: Then they would. MR. ANDERSON: - Chen they would a13ow us Co charge that as we11. MR. TAYLOR: Okay. Maybe chat was It. MR, MAINGOT. That's under favored na t.ions. MR. ANDERSON: Hut we will not let you charge anything over six. MR. MILLER. That's exactly whae they said. MR. LOVEHTR ; Right. And let me add to MR. ANDERSON: we will not lee you. MR. LOVEETRANL. They also said that if any r is ,I city tries to 90 over six percene, there is court precedent that has said that six percent -- that r ighe-oE-ways are worth s.ix percent. And to go h ighe-, y— d have to prove that it was worth mole. And it would be a long wore battle for any city that wanted to go over six percent because there is a precedent for the six pe rcene. MR. ANOERSON. I ve read that. MR. LIVESTRA The courts have said that six percent is justified. MR. MILLER: I cant rmagine why we would want to do that either. MR.—ERSON: Yeah. MR. TAYLOR: Well, quite frankly, I Chink if you needed more revenue, you're going eo h— to find another source, whether :t -ar sing ad valorem taxes or whatever it is. MR. MAI—T: I'm just looking down the future. MR. BUNBY. A d, of course, this also is like any other contract. MR. MAINOOT: Leaving opliIER opens right? MR. BBNBY. IE both Marties agree to it, it could be modified. MR. LOVESTRAND: The government is always 74 hiring. MR. ANEERSON: Gentlemen, one ae a tame. MR. MAINGOT. Well -- MR. MILLER. I am t Chat hungry. MR. MAINGOT. -- don'[ we have our operating costs in this City increasing every year, Mr. Aaminiseraeor? MR. ERAGO: ..ire. MR. ANOERSON: Yeah. MR.—ESTRAn'n. It shouldn't increase more than the inflation and population. And if it does, we got too I.th government. We ought to fire all the Commissioners and the Adminis[rat ors and get people -- MR. MAINGOT: Right now we re being protected by the fact that properly values are going up and, therefore, even [hough we down by the si - cent, right, the overall additional generated funds, right, more than cover that. 3u[ property values are goiug to Sevel of E. And when that happens and our increased operating costs keep going up, what are we doing? MR. —DY: Of course, chat sax percent -- MR. MILLSR: well, John -- MR. R—Y: Wait a minute, though, that sax 15 percent is going to -- the percentage may stay the same, but the gross dollars is going to is noe going eo go It — MR . LOVESTRANE; Goes - MR. BUNOY; It's going to go up every time they get a race increase -- MR. M NGOT. p din9 utilization. MR. BANDY: -- If they -- MR. MILLER: I Chink the position and you may disagree with this, but Che reason operating -.- It up every year is we let the operating costs go up every year. _ remember when our budget was nine million. Okay. And it wasp t that long ago. we ve allowed it to go up because revenues went up. MR. MAINGOT: well, th—I a sma 11 -- MR. MILLER. There's a lot of thin95 in that budget we could do viih.— A lot. I got Co tell Y.., It is pretty porky and we as a Commission allow Chat stuff Co happen. MR. AMDERSON. I would eount er that with, we didn't have control over Che 40 percent insurance premium increases. MR. MAINGOT. That'e Tighe. MR. MILLER: Ne11, no, you're right. ]6 MR. ANDEREON: The liability insurance. MR. MILLER: There are cent— things that do MR. I'AYLOR: Gasoline costs. MR. MAINGOT: Right. Overall matn[enance MR. MILLER: Okay. HUC you have t0 realize, too, that Che rea_on that is is because it, set up in such a manner as we allow all chose extra claims t0 occur, xhich drive the races up. If we adl us[ea -- MR. ANDEREON. The liability insurance -- MR. MILLER: - with a co -payment, Chose things will go down. Okay. There are ways t0 regulate Chae. MR. ANDERSON: The liability insurance we don C have cone rol over that. MR. MILLER. Oh, you're right. MR. ANDERSON. Ana that was huge. MR. LO—TRAN➢: And there's an ec h.— _aw, though, basically in Texas and ie says: Real estate keeps pace with i nEiation. MR. TAYI R. All right. MR. ANDERSON: well, let s move to the next 71 MR. MAEOR— I just brought it up because -- MR, TAYLOR: The other thing is we need co abide by even slate st at— and stay on chic settlement agreement. MR. TAYLOR: We can t get into other philosophical things about budgets and -- MR. MAINGOT: Right. Okay. MR. TAYLOR: -- buying clothes stores. MR. ANOERSON: Okay. Lets go. MR. MAINGOT. And so, therefore, my comment >s a comment and that's it. All right. MR. AMOERSON: Next item, please. MR. MILLER. Page 3. MR, LOVESTRAND: 3 with all the changes. MR. MILDER. This scribble that you've got at the top It here, fs this something that you C hough, about after this came back or did you sent this to them eo begin with? MR. TAYLOR: No. They've not seen any of my handwritten notes on any of these things. MR. MILLER. Okay. Then this is stuff that you never suggested to them. MR. B-DY. No. This was in the original -- MR. MAINGOT: Right. The original r commuMR. TAYLOR: Yeah. This pare as 10 the language, I put in here that their favored --cons only talks about a franchise tee eno I added in here and this is something we did not discuss at the last meeting. Or provides for a shorter franchise period and/or provides for reliability standards. NOw, I don't think they're 9oin9 t0 have a problem with that in that end because I'm almos, positive they will never agree with any city in this state to a s_cOrter franchise period or to reliability standards. 1' just don•[ — it happening. BUC if they do, we wane co be able to have the same th-9 they've got. MR. MILLER: Right. MR. ANDERSON: Correct. MR. MILLER: Absolutely. MR. ANDERSON: And that was one of the - MR. A—: I thought that was rn the original -- MR. MAIN— That's right. It cs. MR. EIINDY. - franchise agreement presented MR. MAINGOT: It was and they cook it .— MR. eIRS➢Y: They cook it the lase time. MR. MAINGUT: Correct. MR. ANDERSON: So anyway. -- MR. MAINGOT: IC was. MR. ANDERSON: -- you're going for what they've communicated with us. MR. MAINGOT: Right. MR. TAYLOR: And then just some clean-up 1 an-guage down -- five lines down or something. And it says: Also if a court of law in Florida within the jvrisd ict ion of the grantor issues a final non -appealable order regardi nq a mutually 19reed to expired or unexpired franchise. That's just some language to clarify. I don't think we need to get into di. s cussing why. It s just Co make this agreement make sense and not. be ambiguous. Dawn at the bottom of the paragraph -- MR. MAINGOT: A reasonable period. MR. TAYLOR: -- grantor shall notify grantee whether 9"nt or will exero se its amendment rights as Co franchise fee within a reasonable p iod Of And I even hag su99ested a one-year period 0, r because I did —Sian[ [hem to come back and say a reasonable period of time is 30 days and we'd exercised our right 31 days later. That we'd have at leas1 a year co come back under favored nations and say: Oh, by the way, we want our -- that gives us quite a bit of time to stay on cop of things to know that we need to notify them that we want she same ee rms and conditions that someone else is receiving. MR. MAINGOT: Right, MR. MILLER. We11, here's the thing. MR. MAINGOT. Let him continue on, though. MR. MILLER: They've already agreed to this; right? MR. TAYLOR: Huh? MR. MILLER: They've already agreed to that. MR. TAYIOR: Yeah. Hue I m explaining to you what•s in here - MR. MAINGOT: Yeah. ME. TA I— -- so you would know and you can ayree to it. MR. MAINGGT. Okay. MR. TAYLOR: It's a two way street. I — because I ag e to it, I don't have the ight -- I can make recommendations and so forth. You re the one chat makes the final decisions. MR. MILLER. Yeah. MR. TAYLOR: I think I need to go over these chan9es so you k..ow about them. MR. MAINGOT: Right. MR. EMMERSGN: And thac's an lmporeant change because if some other cicy got something, we wouldn't necessarily know in 30 days. MR. MILLER: You're absolutely — _-Okay. MR. M NGOT. Okay. MR. MILLER: The point I m making is we re using up a lot of Came going over stuff Ghat they've already agreed to that he felt should be [n the cont rac[. MR. BUMRY: No. These are things that they -- MR. MILLER. No. - agreed to it all. He said they agreed to this already. MR. BLEDY. It doesn't make any difference, he doesn't have the authority to agree to It. MR. MILLER: Well, no. MR. ANOERSON. Guys, let's just -- MR. BUNDY. I mean, he's got -- he has [o present these to us. These are charges chat were made Erom the last time. MR. MILLER: I understand. MR. LOVESTRANE: There's no football game tonight, Steve. MR. TAYLOR: All right. And plus, Steve -- MR. MILLER: All right. MR. TAYLOR: -- it wouldn't be Che Ei rst time you didn't agree with something I thought was good. MR. MILLER: Okay. MR. MAINGOT: T have a comment on that. MA. MILLER: I have full confidence in you to put that in there. That's all I m saying. MR. ANOE I— Joh, MR. MAINGOT. I have a comment on that [here. MR. MILLER: So, I guess, the others didn't. MR. MAINGOT if Florida Power fails to notify the city in a timely manner, then why should the payment be non -retroactive. MR. TAYLOR: Because it gets .into the same problems they're going t0 have CO go back and collect franchise fees Of that eR 0-and-some- thousand dollars. It becomes a nightmare to Chem GO backcharge the customer. MR. MAINGOT Well, I know but you're -- — 'T—OR. I can understand why they wouldn't want tU dU that. MR. ATIOERSON: Okay. Bu[ this -- you got tU read haw it s eying in. And it s saying, if that _ee ever changed or whae ever -- MR. MAINCOT: Right. CorrecC. MR. MAINGOT: -- the City has tU noti_y Chem and say: YOu re going to need to start collecting this Yee. No[ you were supposed to have been collecting the new improved iee back [hen. MR. MAINGOT. Stx-and-a-half percent as [he case may be. MR. —SON: Whatever [he new figure MR. MAINGOT. All right. Yes. MR. —RSON: YUu have to say Starting now or next month, then you have to collece rt. MR. MAINGUT: But -- MR. TAYIRM: And by the way, lee me -- MR. MAINGOT. But my point is this point is this -- MR. ANDERSON: It just seems clean. MR. MAINGOT: I know. NO. My point is this, you are ehe ref ore assvmi ng that we are going t0 be knowledgeable or party to any subsequent agreement that [hey make with .—I cities. We wou It not have that inf orma[ion. MR. ANDERSON. But that's -- MR. LOVESTRAND: Eventually you hear about 11. And when you hear about tha— when you -- MR. MA INGOT: Yeah. But Chen -- then it S lose the retroactivity of what should be paid to ne to the -lrat it —.- MR. —SON: Yes. You do. Yes. You do. MR. LOVESTRAW: Yeah. That's correct. MR. ANDERSON; But you can t - MR. LOVEBTRAND: That's why they got the league of cities. MR. ANDERBON: -- go retroactive. MR. LOVESTRAND: And that'B why they have the managers meet rn .he convention. MR. BUNDY: No. Bue we ve put in there -- we ve put in there that they shall notify It. MR. ANDERSON: Correct. MR, BUNDY: But -- MR. ANDERSON: And Chen after they notify us, ws notify ahem. MR. —DY. -- if there's no enforceability to it, they never have to notify us. ol r r MR. —GOT: That's exactly it. And we re the losing end of the stick. MR. BWi OY: 1 mean, they could wale -- .it could be two year after it take. place, you know, before you find out about it. If you have to peruse//. =mean, how many -- I know I certainly try to read as much of the stuff from the league of cities and oth=r sources and things chat come through, but I know I don't read it all. MR. L—STRAND: I quit reading. MR. MAINGOT: I think we need to proe ec[ MR. MILLER: I don't know why. We wouldn't require that of any other corporation that's operating in our City. Send us a notice when you're going to change your policy with some other city. this whole Section 6 has no validity. MR. MILLER. well, it does if find out about MR. MAINGOT: I know. But how are we going to find out about it. Where is the mechanism? MR. TAYLOR. well, the Florida league does do it. It stays on top on wh.— happening r - a -id -MR. MILLER: Sure. They do. MR. TAYLOR: But as to thing about -- I mean, I can see maybe you could put a provision in here saying that they have a duty to notify us of a more favorable -- and that's not an unreasonable Ching Co ask. However, I can see where they do not want to put in the position of backcharging our customers. Md that's something we ve a_ready kind of contradicting ourselves. We re telling them: You aren t going Co backcharge our customers. And then in Chis agreement we re going to say: You're going Co have to backcharge the customers. MR. ANDERSON: No. When they notify us and say: Hey, we got -- this city over here got a more favorable agreement -- MR. LOVEBTRANB. can t you just say notification within 90 days? Something like that. MR. TAYLOR! Of a more favorable agreement? MR. LOVESTRAND: Yeah. MR. —NGOT. Yeah. We have to have some protection there. MR. TAYLOR: i don't think it s a bad idea to put in there. They shall not ry us -- they have a r duty to notify us -- MR. EUNDY. :Jell, no, we ve got it in there. MR. —ION: Yeah. MR. LOVESTRR ME: But put wic hin 90 days. MR. BREDY: 311 i[ doesn't say within 9D days. It says: Grano ee shall notify gxane oz. But [here's no - I mean, if they -- they tan -- even if you put it 90 days, okay, if they donut notify us within . days, so what. MR. ANDERGON: Third line down. MR. BLEDY: There's no penalty for them to no[ notify us. MR. MAINGOT: That's right. MR. LOVESTRAND: Weil, then we'd have I suit for damages. MR. —MOT: I know. Hut it would be more cost again. So I think we need to put something to [here thl— going to protect us. MR. MILLER. Like what? MR. MA INGOT. So we don't lose out on any -- MR. ANDEREON: Richard's favorite, within a reasonable oI,i.d of -- MR. MILLER. well, what do you think, John? You think we should put something in e— , what do you wan[ in there? Do you got an idea? ra MR. MAINGOT: I m not an attorney. I just put inside of there what I read out. MR. ANDERSON: I think -- MR. MAINGOT: Florida Power -- MR. r-1— I. got the language right here. Nithin a reasonable period Of time not to exceed one year from the time they notify us. MR. MILLER: What? MR. MINDY. That S for us to give Chem MR. TAYLOR: Right. MR. BUNDY: -- that we want it. MR. TAYLOR; Right. MR. EUN➢Y. Ne re Calking about ehe time that they have from tha time, say, they sign a franchise agre emene with -- MR. MAINGOT: Say with Eel -Aire with six -and - a -qua reer percent. MR. BUNDY: -- Bel -Aire -- MR. ANDERSON: Gentlemen, one at a erme, please. MA. —EY: But if they Sign a new --hi- -- lhd-,-R,1E or seven percent wreh eel -Aire, we may not know about that. MR. MAINGOT. That's right. 89 MR. BUN➢Y. I mean, that may no[ even -- that would noe certainly -- probably would no[ be placed on the -- it would not be something that would pertain that the league of cities would send out. I mean, how would we know about chat? Ana if you -- MR. LOVBSTRAN➢: They send four people to every dinner.// MR. BUN➢Y. Nell, if you say that they're required -- I donut care if you say they're requ red co notify you in 90 days or 90 mi.nutes. MR. TAYLOR: Put Chat at the top, put in 90 days. MR. BUN➢Y. S- even if you don't -- if they don't notify us, if there is no - nalty for them for their failure to notify us - MR. MAINMOT: Right. MR. SUM➢Y: - there is no point in requiring e hem to notify us. MR. AN➢ERSON. Okay. Lec me see if I can summarize this. MR. TAYLOR; Yes. There would because the notification part would keep our one year from MR. SUN➢Y. But they could wait two years. 0. 01 f MR. ANDERSON: Okay. Let me see if I can summarize thin. The way it'. written at the bottom is they gi+e somebody a better deal, they notify us six months later, we can e go ano say, oh, you should have been giving us those fees from six months ago. And they would say: No. No. No. That's a nightmare. You can t make ue do it. But if you te11 us today, we'll stare collecting them today. But what you want in there is if you don't notify us within -- MR. HUNDY: Whatever. MR. ANDERS— -- six months, whatever the time Erame is, "X" amount of time -- MR. MAINOOT: 90 days. MR. ANDERSON: No. Sust stop. If you don't noeiEy us within •- amount of time, then we can go back and say, you should have -- if we want these new higher fees or whatever or new time period or whatever, it s applicable back Co the end of ^x^ period of time when you should have notified us. MR. BUNDY: And it comes out of your pocket -- MR. MAIN— -- right. 0- r MR. BUNDY: -- because that is a maC erial -- you know, that's a failure on your part. MR. MAINGOT: That's right. MR. ANDER— That's whaC you were after. MR. BUN➢Y: -eah. That'e a breach of Che MR. AMDERBON. If they notify us as vt says on the Line 3 of the paragraph, then it, our duty Co decide and deliberate what we want to It. But we can t go back and say, It, it s go'ing Co be backdated, coo. MR. MAINGOT. Righ, MR. BUN➢Y: Rfght. MR. ANDEREON. Because they did their job, we'll do our job. Fa.tr enough, you move forward. You want somewhere in Line 3 or at Che end -- MR. MAINGO'P: Somewhere. MR. AN➢ER— -- that says if you didn't notify us within 'X' period If time, e coo backdate it Co the end of "I" period of eCme. MR. BUNDY. And you pay it. MR. MAINGOT: And you pay for it, not recharge the people. MR. ANDERSON. Richard. MR. BUN➢Y. Teey can agree to that. 92 MR. TAYLOR: So at the top you put: Grantee shall noeify grantor within 90 days. MR. BONOY. or whatever. I would -- I dorm say 90 days. MR. LOVESTRANO. whatever. MR. ANOERSON: You negoeiate a time period. MR. R—Y: whatever term you feel is reasonable. MR. TAYLOA. I don't chink 90 is unreasonable. MR. MAINGOT: Right. 90 days, let's go for MR. TAYLOR: And if they don't noeify us rn 90 days, when we do find out and exe-- -t, they shall pay out of their own pockets the -- MR. BUNOY: Retroactive - MR. TAYLOR: -- ret roac[.ive to the 9— day. MR. MAINGOT. That's right. MR. ..— Well, no. No. No. You can t do it the 9— day unless you're going to assume that the Commi sston would have called an emergency sessron or a special meeting. MR. TAYLOR: 120th. MR. ANDE'RSON: But the point is that -- MR. TAYLOR: Because they have a month to get ,c on ia.ne, too. MR. ANEERSON: -- gives you the penalty that say, hey, you didn't notify us. MR. BUNDY: Right. MR.—ERBON, And had you have notified us, we would then have deliberated and got back to you -- MR. MAINGOT. exercised the option. MR.—SRSON: -- and said: Yes. We want to do that. And, therefore, you denied ue from chat point in 1— until today, however long that es, our rights under the contract. You should pay. MR. BUNOY: Exactly. MR. MAINGOT. Tha— right. MR.—ERSON. That's what he's trying to get MR. MAINGOT: We both are crying to get to chat. MR. 9RNBY. But otherwise there's point in even putting it . there because there's no penalty for them not doing 11. if y te11 — that I got to notify you within 90 days of doing something and I don'[ notify you for two years, we11, if there's no penalty then why I should worry even about P, notifying you. MR. MAINGOT. That's right. MR. B=! If there's no penalty. MR. ANOERSON. The analogy I would have is if my employment cont sacs says I get paid the same as him, and if you give him a raise, I get a raise. But I only get it if I tell you that I want 1t. And the employer is — bothers to tell me about the other person's raise -- MR. B[JNBY: You'd never get 't. MR. AtOJERION: -- [hen I've missed out on all that income. MR. MAINGOT: That's right. MR. BINOY. Exacely. MR. ANOERSON: Because I could never respond. MR. MAINGOT: Or — didn't have the o- on, you know. MR. —SON: So that seem easy Co put -n, Richard. MR. TAY— Im-hum. MR. ANOERSON. And it seems like o no - braider. The only thing I could Chink that they might balk out would be 5o days is eoo shore a time. But 90 days is a long came co -- MR. BUNOY: Too s 90 days f_om the time they r 95 reach -- or ano eher franchise agreement goes into effect. MR. AhRERSON. Rignc. MA. MAING— At a higher rate -- MR. —DY: At a higher rate or -- MR. MAINOOT. That's right. MR. ANDERSON: And they would know while ehey're negotiating this for a mooch or two months that there's a good possibility Chat this is going to go in and we re going co have to notify th- y. MR. MILLER: This is only with regard with franchise fees; right? MR. —ESTRAND. Mr. Chairman, 1 got to visit the water closet. MR. TAYLOR. All right. In Chat case, my battery just died and take a two minute break. [Whereupon, a recess was taken at 9:24 p.m., after which the following proceedings er respired at 8:29 p.m.] MR. TAVLOR. All right. MR. DRAGO: Are we will on favored nac.ons. MR. TAYLOR: Ne could be. MR. MAIN — No. We on B seccron. MR. LOVESI'RANJ: Page -- we re on Page 9. MR. MILLER: 3. MR. .— Section I(-). MR, TAYLORt If we re d— with G(A d.il with 5W? MR. —l— Please. You understood the desire for that. MR. MJ%INGOT; I'll 911 Richard 1. d—Ill —1-9, —t-1. MR. —LOE: o,� (B) it'. rather —Plit—d —Il there's 1-9— there. It —y- T, the --t Chat It— li—lil utilities or electric energy providers, pl—ide .—i— and -—till with 91—t- without utilizing 91—Ir" llgh- -.1y. — b— revenues upon which — f—lh,- ­ are --Ild shall be reduced I. account for any ........ for Aill gll11ll 1h,1111 customers,its which do tlt grantee's right-of-way. I hed 'h— is ll—thl, they --d In there. And it kind like -- well, PlIt 01 is is .hll. the —, is .1-ide of their —11. And thl— p— If the ft—lhi- 97 1 Cold Chem Chat they were really nrt-picking to ever come up -- how would we establish what part of the franchise fee was a result of non- right-of-way Cype of things? MR. —RSON. That's so that if somebody else found a way to deliver electricity without Cs inM the rights -of -way -- MR. —STRAND. By wire, by a light beam. MR. AN➢ERSON: -- h....... that there would be some piece of equipment somewhere that Chen their attorneys could go and say, ah-ha, you have to charge Chem some - this percent franchise fee because Cheylre uling rights -of -way. That's what that's fat- Th—h for them to hobble their competition. MR. TAYLOR: Well, no. It's actually reduce the amount that th=_y collect -- .M. MAI-OT: Ror us. MR. TAYLOR: -- not to Inc_ease the .[hers. MR. MAINOOT: Right. Tb reduce it to us. MR. ANDERSON: No. I understand, but if the other_ this allows Chem t. argue Chat, yes, indeed, they do use some portion. And, therefore, it can't be zero. It'. going to be one or two percent or whatever. ol I — , that's for them co argue with somebody else's attorneys. MR. MAIN— Well, I think that Eect ion [here should be out altogeehe r. They are actually telling uE -- they re wanting to reduce what - MR. BUNDY: That's going to be accounting nightmare. MR. TAYLOR: Yeah. MR. MILLER: Well, I don'[ think we have to worry about it, though. MR. —STRAND; And a lot o£ it we ve added. MR. MAINGOT: We11 -- MR. MILLER: Let [hem have a few things [hey wan[, you know. MR. MAINGOT: Huh-uh. MR. ADLERSON: Yeah. I'd just leave that alone. MR. MILLER: Absolutely. MR. LOVEETRAND: Well -- MR. BUNDY. As long -- MR. MILLER: That's something -- MR. BUMDY: As long -- I would say leave that in what they want in, s long as they allow you to put what you wane MR. TAYLOR: Did you see what I put at the bo[[om? MR. et 1: Yeah. MR. MILLER. —1, yeah. MR. BUNOY: A[ [he bottom there. MR. MILLER: Of course. MR. TAYLOR: Should [he law not permit the grantor [o collect franchise fees from other electric utili[ies bu[ will allow the grantee [o co llec[ said franchise fees, the grantee shall t hert have a duty to collect and remie to the gran[or said fees. And that's -- you know, they're going [o be able to charge a fee to -- MR. MAINGOT. For collecting [he fee. MR. TAYLOR: -- ABC Electric for using their lines. MR. MILLER I. — MR. TAYLOR. There may be some deregulation and law [hat says, under deregulation this ABC Company that doesn'[ use our rights -of -way, -- ME ELELY: Additionally -- MR. TAYLOR; But -- doesn't use -- additionally use our right-of-way, bu[ only uses Florida Power lines and we can t. charge them a franchise fee. And then Florida Power is going to turn around and go: There's no duty under -- MR. BUN➢Y. But Chen -- but then maybe you also maybe need to mention - okay. If Florida Bower was yo my to charge ABC electric a fee, then [ha[ is par[ of [heir base revenue, too. MR. MA INGOT. That's right. MR. ANDERSON: Yeah. That's -- MR. TAYLOR: There may be another way of wording it. MR. LOVESTRAN➢: Plorida Power can subcontract ehae ouc co someone else and say, we re not even providing the power. They're just using our Lines. MR. BUNDY: Yeah. That's right. But if they're collect my -- that needs to be any fees generated from the use of the right-of-ways because if they al'. ow ABC Electric to use their lines -- MR. LOVESTRAND: And elpply power. MR. BANDY. -- [o deliver electricity to eaul's house -- MR. MAINGOT: Yeah. Right. MR. BANDY. - th—s going to reduce the -- of money subject to franchise fees -- 101 MR, TAYLOR: Right, MR. SORLY: -- from Florida Power by the amount If electricity he uses. MR. MAINGOT: Not only the Imes but also Che substations and everything else used in the t ranamrssron of Current. MR. B Y. So I would put sameching -- MR. MAINGOT: Yeah. MR. LOVBSTRAND. Or rn the event that they say, e ran out of power and we bought power from Niagara Mohawk, therefore, you can t charge a fee On 20 percent of t_ because 20 percent of our power came from Niagara Mohawk. MR. MA.— Correct. Good example. Therefore, we got to protect ourselves there. MR. LOVSSTRAND: You see what they could say? Niagara Mohawk supplied 20 percent of the o er. MR. TAYLOR. All right. MR. L—STRAND: Ne ran out Of capacity, Niagara Mohawk put in a couple new generators, so we bought from them through the grid. MR. TAYLOR: All right. MR. ANDBRSON: But -- MR. TAYLOR: I put in here it may need to be modified. But any fees rec —d from other companies shall be subject to a franchise fee MR. TAYLOR! In other words, any fees for providing electric. MR. LOVESTFAND: Yeah. MR. ARIDERSON. And we re doe collecting a franchise fee based on how much money Florida Power spends somewnere else. we re collecting it based off people's bills. So regardless of where they decide to buy their power or transmit their power, or anything MR. TA LOB: we could care less, though, under deregulation if someone rs using their lines and now I'm paying ABC Electric and i m not paying Florida Power any more. You just lost six percent in my household. that as long as the federal and state laws allow MR. `I ERSON: No. Because if there's deregulation we will have a franchise agreement f3YS5li�ii MR. BE—Y. If the deregulation law -- MR. TAY— But they have to use -- MR. MA INGOT: But they have to use Florida P.—I. stuff. MR. TAYLOR: Of course, with the sentence I just added, deregulation may not even allow that. We don't know that. But at least cover an case it does. MR. ENNOY: Yeah. MR. ANEERSON. I don't chink you need to - anything in there because one way or another if there's solar elec_r is company iA going to come in and do business in the city, you'll have a franchise agreement with Chem. MR. MILLER: There has to be a franchise agreement for them to be allowed to sell -- MR. BANDY: Not if they don't use the right- of -way. MR. AN➢ERBOM. Well, and if they don't -- MA. MILLER: How can they not use the right - of -way? MR. ANOERSON: Solar electric company, they donut -- chey do it right on site -- MR. TAYLOR: And beam it down. MR. AMOERSON: -- an everybody's house, backyard, whatever. But en that case -- MR. MILLER. They do that -- MR. AN➢ERSON: -- we -- I, that case th-- no jurisdiction Q— a franchise fee, you know, because it's not rights -of -way. And Chen yo — just collecting the utility tax -- MR. BUN➢Y: But that still doesn't -- MR. AN➢ERBON. -- and be happy wi. th that. _C s a solar generated or whatever, but I think e hoe if you have d=_regulation or ree ail deregulation, is s going - ct would be moxe likely that it —Id be like the same thing chat Bell South -- the baby Bells are going through for long distance now. They were required to open up It— local It... for a fee. MR. A— But if ABC Electric is providing _t and they use Florida Power, then ABC Electric could -- rightfully could argue that we re already collecting - since they're using Florida Power lines, we re already collecting from Florida people could decide that they couldn't 105 make a very, very efficient diesel generator and people could put them in their own homes. MR. MILLER: Or a fuel cell. MR. MAINCOT: Yes. MR. AMDERSON. I just think we re complicating -- MR. LOVESTRAND. Yeah. MR. MILLER: Yeah. And the -- MR. ANDERBON. -- [hat. MR. MILLER: -- Ching you can't really -- MR. ANDERSON: And if a company came in and did that and it was monkey business, [he City couId go it, to enforce it through the courts and say: wait a second. This is not right. MR. DE DY: Right, doesn't mean legal. I mean, it may not be right, but it might be legal. MR. MAINGOT: But here's a point. If we were cover all these things, all we re doing is saving ourselves and those who come after us a lot ,f headache, you know. Ie s just like stranded MR. ANDERBON: I just -- I think that's complicating i[. MR. LOVEETRAN➢: But y cannot prepare -- Dna s point is you cannot prepare for every evencuality. MR. MAINGOT: No. MR. —DY: Hut you can prepare for the ones that you can conceivably anticipate. MR. MAINGOT: Yeah. MR. .—RON: Richard, do we need eo do something there? MR. TAYLOR. Rell, half of you are Saying we do and half we dome. To me to put in there that if they're collecttng a El from -- if they're collecting a fee from someone else -- MR. MAINGOT: Anorher provider. MR. —OR: -- for using their lines, and somehow we were unable by some 1— not to collect from that third p rty electric company, they. that would possibly, you know, save us from losing chat franchise fee oz a portion of MR. ANDERSON; Okay. Then how about -- MR. IOVESTRAND: I say let it go. MR. ANDERSON. How about if you phrased it, okay, because they had the phrase earlier in the franchise about any other derivative business other Chan supplying power, blah, blih, blah, you'd have to come to us foz permission. How about we say that the Six percent -renchlse Eee, covers all power delivered with t acil it ies in the City— rights -of -way. MR. MILLER. Other than the land owner. The land owner can provide his own power if he wants to. MR. ANEERRON: That the six percent franchise Eee covers all -- MR. BUNDY: Yeah. But he cant 90 out into Che ri9he-of-ways. MR. TAYLOR: But how do you calculate it. MR. MILLER: Yeah. But he can do ie on his own property, though. MR. BUNDY: Yeah. MR. TAYLOR: How do you calc lato Che Erarchit, fee on power that [ravels through Cheir Lines but is putting -- MR. BUNDY: Whatever ABC billed you for your electricity, we get s_x percent of. MR. ANDER— Because Chat service provided utilizing -- MR. BUNDY. The City right-oE-way. MR. AMDERBON: -- the righC-of-way that we 9 ranted to Florida Power. MR. TAYLOR. And then Florida Rower as going to have to pay that. MR. -..A . No. Thae would have Co come out ,f ehe -- MR. TAYLOR: Bue, of course, that's ChB -- MR. ANnERSON. -- derivative. MR. TAYLOR: - seneence I added. That's what Chae says. MR. —1; Yeah. MR. LOVESTRANO: Okay. MR. BUNOY: Oka, MR. AMDERSON: If that's where it -- I mean, it just gets -- MR. MAINGOT: That's Che one at [he bottom. Okay. All right. MR. MILLER: N—I page, Number 4. MR. LOVESTRANO. Page 4. MR, ANEERSON: I have a feeling Chat technology will eventually make the x ighe-of-way -- MR. TAYLOR: By the way, on the bottom of 3 and Che Cop of 4, Ne really need Co hit Chat. They changed Che bodily injury financial responsibility Exom one million to five million on a single claim and Lro�n ewo m.i Ilion to ten m: pion on any one accident. MR. LOVESTRANE: ➢on t Chey have co have 11 ansuran_e certificate Chat covers us -- MR. TAYLOR: No. They're self -insured. MR. LOVESTRAND: -- as an additional insured? MR. TAYLOR: They're self -insured. MR. LOVESTRAND: They are self -insured. MR. TAYLOR: We11, they a mega billion dollar —pang. That's why. MR. MAINGOT. ➢o you have any on - I have something on -- MR. TAYLOR: f had asked for ten million for a single accident. They compromised -- they wall to compromise at five. I had asked for 30 million on any orte accident. They're a9reei ng to ten. I had asked for a million in property damage. They've agreed to raase at from 50,000 to a million. And they've agreed to raase all ocher types of liability from Gne to five —Ti— I had asked fox ten million. MR. —RION: And it seems like their meeting it. MR. MILLER: That's fine. MR. MAINGOT: On Section 9 -- MR. TAYLOR: And Chen - well, I'm not th— y et. Just. to follow up along the lines of what Commissioner L—Heald said. That the grantee s 110 net worth -- because I was concerned above how do we know they're going to have -- the assets now, they've Ell billions of dollars. But it says if their net worth falls -- vt s a provision in here that if their net worth falls below those limits, then they would have to get to an vnsurance policy within 90 days ..Iing us as an additional insured. MR. ANDEREON: Okay. MR. TAYLOR: And that's basic -- based on -- MR. ANDEREON. If you can t cover it, you have to go get ine.,I—, MR. TAYLOR: Right. Not likely t0 happen, but no one thought In_on was going to do down, MR. MAINGOT. That's right. All right. MR. L—EETRAND. Or California Electric or whatever their name was out there. MR. TAYLOR: That's right. MR. MILLER: Except the people that owned it. MR. BANDY. The o er stock dropping 11 percent in one day. MR. MILLER: They knew it was going down. MR. MAINGO : I have something On Eectvon 9 (A) working right of -way. and I ve just -- i s the second 10 last line. The right to tram, cut ill and keep clear all trees and limbs along the said lines. And I know that we ve experienced this in the past and I know that our Administrator has had to go It there 11 someone else has had to gn out there and try and correct it. And I said titre -- and they subcontlact this out -- follow the arbor guidelines in ord- Co prevent the disfiguring of trees to this activity. MR. MILLER. But they I-- John. MR. MAINGOT: What do you mean they car. t. MR. MILLER: They can t. Some of Chose -- like, all the trees that I have in my yard -- MR. MA1-- Uh-huh. MR. MILLER. -- they'd have to cut Chem down to the ground almost to do Chat. And I don'l want chem cutting my trees down the ground. MR. MAINGOT: In some instances, you just have to drive around the city -- MR. MILLER: I -- MR. MAINGOT: -- and see how they have made a mess of the trees. MR. MILLF..R: I know that but -- MR. LOVESTRANO. Because people plant their trees in the right-of-way instead of on their own property. MR. -I ... 1: But there is a way -- there is I way in which they can trim the trees properly and there also is times when that trees instead of leaving a big stump sticking up in there with no limbs on it, they take the whole tree out. And that's what they're not doing. MR. MILLER: Yeah. I- we'd have to sit there and police that. MR. MAINMOT: No. We don't have to do nothing. We have people out there who are moving through [he city who seems Chat; iC s there. It's provided for. And, therefore, the inst... tions will go out to whoever is doing the work to do it properly. The are specific arbor guidelines established. MR. TAYLOR. well, and the.i.r response to that and believe me we wen. around and around in this very room on that subject and they did not wane. to have to deal with the City on everytime they went outt and t_ammed a Lree. They indicated to me - and let me just tell Y., what they said. They are on a three-year trim cycle. I've got notes as Lo when we sat here and talked. MR. MAINGOT: That's fine. MR. '—OR: And, of course, I told them, I well, you know, you're on a tr.m cycle. And they said some trees depending on how fast they grow, yov have to trim more than others. A slow growing tree, they can trim down a little below the line. But if it grows real fast, they really chop it down, so they don't have to come back in three years. And they say you -- everyone is arguing for reliability standards. We can t get reliable service rn -- of course, there's a lot of reasons It— than trees rn Winter Park that they don't have rel iabili[y. — they re saying, well, that's why we don't have reliable service in Winter Park because they won t let a trim their MR. MAINGOT: My comment on Lh B, right, is not the question of preventing them from t_.imming. MR. TAYLOR. You re saying take them all the way down. MR. MAINGOT. J-1 a second. Neither do they have to tome and get a permit everytime to Crim. All i m saying is [his chat -- and [hey don't do ol ic. They have one or two subconCrac[Ors thac do it. I mean, I se_ these guys all [he It — MR. LOVESTRAND: Right. MR. ..— Like Asplin and -- MR. MAINGOT: Right. I see them all the lime. And [hey It some real ridiculous work. And we wart[ to have that botching around our City with all our trees and scuff like this, that's crazy. They ought co be told Chat whoever is going to do the work, Chat they wi11 do it in accordinq co the established guidelines. If the tree has to come It, if it has to be trimmed, that's fine. MR. TAYLOR. What guidelines? They say they follow -- MR. MAINGOT: They don't. MR. TAYLOR: They have an aiborist on their staff that makes sure ev ythinq is done -- MR. MAINOOT. Where? Sitting in the o_fice. Trust me, I know. I see it. And I see what they do. They make a mess of it. MR. TAYLOR. I don't disagree with you. MR. LOVESTRAND: Cut every tree down. MR. BDNDY: Hut is there -- I mean, is there -- let me ask this: Is there some nationally recognized sC andard for [his? secause otherwise you gee so capricious and orb ie raxy -- MR. MAINGOT: That's why I said -- MR. BANDY: One arboxiet, you know, they may have an -- MR. MILLER. No. No. MR. BANDY: -- arborist that would say one Ching and one may say another. MR. MAINGOT: I, not saying to hire or contract an arborist to advise. There are specific guidelines that ace established. MR. ANOER — Name them. MR. TAYLOR. What are Chey? MR. MAINGOT. I don't have them offhand, but I know there are. As a matter o£ fact, up to today in Alaqua they were speaking about it when [he people are in there trimming the trees. MR. BUNOY: But it is -- are the guidelines prepared by, if ke, Che National Arbors MR. MAINGOT: I think they are. MR. MILLER. Here s the problem with all this MR. MAINGOT: I think they are. 116 MR. MILLER: Okay. I have a tree Cha[ looks like that right now. IIndicatingl MR. .MAINGOT: Um -hum. MR. MILLER. Ugliest cut I ever saw. EUC I'll be honest about it, the Cree was not that big five years ago, okay. It grew into the right-of- way. MR. MAINGOT: That's right. MR. MILLER: The Cxee is in the right-of-way. IC s split right on the property line. it s an oak -- it s a water oak tree or Laurel oak tree, okay. And now chats how they cut it. And the lines are right Cher.. [Indic.[i M] Okay. I d—t see how we could possibly police all That scuff, if we put that an there. I mean, and -- and even if we didn't -- — sure -- MR. T—LORt we have code en_orcement to do MR. MILLER. -- if the City Administrator ca11s Florida Power and said: Look, you— butchered up a tree over here. Go trim it up. They would probably do that. MR. MAINGOT: Ne's already done that; haven't Rf:#fiFi'1lT11� r MR. DRAGO: Rere a the problem that started III this. And I don•t know when it was, but it wasp t coo long ago they just went down there by all chose trees along 434 and Sleepy Rollow and they juet -- MR. —GOT: Butchered them. MR. ➢RAGO: -- did what they wanted to. And they kind of ruaned the canopy. MR. BANDY: Flat topped Chem and "V cut Chem. MR. ➢RAGO: They kind of ruaned the canopy, so we called Florida Power and they sent their chief arborist it here. And we expressed — concern and they kind of said, well, sometimes we really donut look at how they do it. we ,It cell then, it neaaa to wear the wires. But they did agree that prior to coming into the City their chief arborist. would notify us that they're going to go down Range Lane Road and trim the trees from here and here. And then that he would make sure that they would be cut according to some stanaard. MR. —GOT: Right. There are established guidelines. MR. DRAGo: And we said: F—a. And then the second issue we had consistently was their contactors cl een ing up a£ear themselves. We had an issue over here at Hay and Wilma, where they took down some trees and 1eft, you know, four -foot logs and all this other stuff. And when we called up the contractor and said, you know: You need to tome back and finish tt. The contractor said: we re finished with our work and what we did was fine. we re noe coming back. Oh, okay. S. we called florid, Power and they sent them back out. Oo Chose are the two MR. TAYLOR: Th—1 an enforcement. problem. MR. ERAGO: I understand that. I understand that. Mx. MAIAGOT: Well, I m saying -- MR. TAYLOR; You re going to have Chat problem no matter what you put in the 191esmsn1. MR. MILLER: Exactly. MR, TAYLOR: You re going to have jerky contractors 1— don't -- MR. ORAGO. I understand Chat. do what thay ra supposed to do. r MR. BANDY: Well I .— -- 11kR I'd saying, if 1h.l. i. I set of standards you can P11 in there that they should -- that they —d Co b, —t if Ili— is I nationally recognized you k—, professional assoetataon. and ­d, and advise you .. it. MR. BANDY: I m— and then they can t1II they do some in and —Illy totally butcher one I, — y.,',d something for when — calls ehem up and 11YI: 11y, you guys Ild— 11 1 111d !,1 11 'his. And they g. out and I— and —, Oh, well, [hey did It— Then Ih1I— - you can I — MR. MAINGOT: —1, it might be -- MR. BANDY: objective standard. MR, MINGOT: It might be, you —, nit picking, but, you know, we are about Crying t. get this City looking beautiful and we .— to make sure —t—, we p- there is safeguarded. And .h.t.— we have I—titI there I. —it with properly. r r 1zo MR. BUNDY: I don't have a problem with it as l onq as there's some arbitrary -- MR. MA INOOT: I'll get -- yeah. There are established guidelines. MR. BUN➢Y: - objective standards. MR. TAYLOR: Okay. MR. MAINGOT: I'll get it and relay it on to you. MR. MILLER: Well, let's all agree Chat we'll only this if ehere fs really a sec of documented established guidelines. Otherwise -- MR. TAYLOR: They've already told me there MR. MILLER: -- it does become 11D arbitrary. MR. BUNDY: Well, that's whae I m say119 -- MR. TAYLOR: Florida Power has just told me there is a national standard. MR. BUNDY: That's what I m saying -- MR. MILLER: I agree with John chat if there is really a documented sec of arborist 9uidelinee with the tramming of distribution line rights -of - way somewhere, okay, that we ought to research it and find out. MR. MAINGOT. So I'll get that information, chapter and verse and that's it. r MR. ANDEREON: G—d. MR. MILLER. And you -- actually title it >n here that such -and -such standard arbo— -- MR. —NG— Right. MR. BllNDY: Whatever -- MR. MILLER: -- due to whatever iC is. MR. TAYLOR: Section 9(B), this is about their rights to erect poles and so on and so Forth. And in there they still left in chat they want -- they muse know of some subse at ion that's [n our right-of-way somewhere because what they've added in here is that: No Euture substations would be placed on any right-of-way of the grantor without expressed consent of the grantor. MR. E Y: Does that mean they've got one in the right-of-way rtow. MR. T—OR: Well, for some reason they didn't want to cake that they aren t. allowed to have any substations now. So I don't know where Chat would be. There's a huge one up here on 42] chat S m noc even sure Is -n the city limits. MR. BANDY. No. That's just outside the city lim>t s. MA. LOVESTFIWD: Mertle Avenue. r MR. BUNDY: There's one on Mercle Avenue. MR. DAAOO: Yeah. Out ehe re's their property, that's not the Cicy right-of-way. They own ehae. MR. MILLER: Yeah. But we could e -and the City right-of-way, you know, everyeime the right- of-way expands and they expand 434 or they expand Mertle Avenue o- expand something, the right-of- way move .— MR. ANDERSON: Yeah. But we ve have to purchase that. MR. MILLER: That's what I m saying. Yeah. That's probably what they're calking about. we might encroach o.. their thing —i our right-of- way, who knows. They're just crying to protect themselves. I chink -- MR.-AYLOR: well, they might even be just protecting themselves, they don't know of any, but a, there are any -- MR. MILLER: Yeah, MR, TAYLOR: -- they don't want to have move them or pony up the money - MR. MILLER. Thae'e a fact. MR. ANDERSON: And they might Chink Chat we _e being capricious. in trying to nail them down r r and then evict them. MR. MILLER: That's right. MR. ANOERSON: And since we done see a problem, leave it. MR. BUNDY: Well, then -- f mean, like we were talking about before -- MR. LOVEST'RARO: They can t do it. MR. BUNUY: -- there may be some in the future, some technology that allows a substation to be —11 enough to Le in the right-of-way, but they'd have to get our I-- for that. MR. AMEERSON: Um -hum. MR. TAY— Section 11, Page 5. One thing I added in here about once we ve passed the f ranch.ise ordinance and then they a11.pt it, it goes into effect. And I put in there Chat they have to accept it within IE days. MR. MAINOOT: Right. MR. TAYLOR; Just a little minor addition them. MR. —DY. Yeah. We had discussed that before. MR. MILLER: All right. MR. TAYLOR: And Chen we get down into (B) there's a deletion of stranded costs. Again, r you're 9oi ng eo s_e 1n here -- MR. BtMDY: Walt a minuCe. MR. AtEERSON: (A), they didn't agree CO (A)? MR. BUNOY: Well, even before you get to (A), in the bold face in there, the parties mutually declare and acknowledge chat the 30-yea1 term of this franchise. MR. TAYLOR: Yes. MR. —DY: That negates a portion the favored naC loos status Chat would per1111 Co a differene agreement; right? MR. MAINGOT: They've linked both of ehem together. MR. 9UNDY: S-till 11, the 30-year term 1n Section 11 are not. severable from each other. MR. TAYLOR; Well, you could put -- if you really have a concern about that because you have to take off the four -corners of this agreement altogether. YOu can put except as provided for in favored natlons. MR. ANDERSON. There you go. MR. —Y: Yeah. MR. MILLER: That .11 clean 'it P. MR. DRAGO: Or sece[on -- whatever the s ectvon number is. Section I. 0- MR. MAINGOT: Where dO you put that :n. MR. DRAOO: After the bold face. MR. MAIN — Okay. MR, LOVESTRAND: Down an (A) Is that crossed Oue or underSined? MR. DRAGO: Crossed out. MR. TAYLOR: That's deleting -- unae_ A -- we11, (B), it says about flrst meeting to attempt to negotiate an agreed price for such facilities. That just deletes the reference co talking about stranded costs because we agreed tO delete the reference to stranded costs throughout this agreement except for saying they can seek Chem and we can oppose them. MR. MAINOOT: And that would be applicable in (C) the right? Demand for arbitration Is also included there? MR. TAYLOR: Is Included -- MR. MAINGOT: Yeah. If parties do not agree on a purchase price including any stranded costs. That's should be out. MR. TAYLOR: Well -- MR. MAINGOT: We have it out, It should be out everywhere. MR. TAYLOR. Therese 0 few places it should f' remain it we can Cake it out as well there. Agreement of a purchase price, would be a purchase pI-- I don't know that it has co state stranded costs rn there. MR. MAINGOT. They want Co make sure rt s, Y., know -- MR. TAYLOR: All right. nelete It— But I chink one -- at least one other place where it rs to there chat I think it makes sense to have it. But. S'm not sure tt makes sense Co have it where you've indicated, Sohn. MR. MAiNGOT. Pardon me. MR. TAYLOR: I Chink it -- I agree with you that it doesn't need to be there. MR. MAINGOT. Yeah. MR. TAYLOR; But there is some other place where it is mentioned other than in the one phrase saying they can ask and we can deny that it makes senses eo leave ie in. But I'm not sure it makes sense Co have it in there. MR. NAINGOT Well, that, of course, comes over on the other side on their Page 7, on (x) it'A there again. MR. TAYLOR: Another thing is is they did agree on as far as the Triple A Arbitration and 01 0 121 all to delete that. That Chey basically agreed that I was correct on Chat. That Triple A Arbitration is a lightmare. MR. MAINGOT: What page are we on now. MR. DRAGO: 6. MR. MAIN- Okay. MR. BUNDY: We re on 5 and 6. MR. MAINGOT: All right. MR. LOVESTRAND: Okay. Now, we re going on 6. MR. TAYLOR; Right. They deleted all that about Triple A chat I requested. MR. MILLER. R -hum. MR. B Y: (GI was [he stranded -- the one y were saying -- MR. TAYLOR: (G) is stranded costs and I ve deleted some additional things [hey left in. They put nothing in this franchise agreement shall be construed as a waiver of -- and I just think Chey should put grantee's right Co seek a stranded cost award, period. They went on t0 say: And the appropria..e agee e, rnclutling without limitations the Florida Public Service -- we never agreetl Co [hat in ehis meeting h- p -op r ol MR. A ESON: Right. MR. TAYLOR: Or the United 11— eederal Enezgy Regulatory Commission. I want all t— out' It just says they can ask for stranded costs co grantor S right to argue thae grantee is not entitled to an award M, stranded costs. MR. LOVESTRAND: Well, the reason they put that in is 111- has recognized stranded --- ME. ANOERSON: Well -- MR. B Y: Only subject to Ruling 888, chou9h. MR. AND —ON! -- in ouz -- but that's today and it could be different Chen. And Chat s why I liked grantee's right, if any. if you got one, you can go exercise 1t -- MR. MILLER. There you go. MR. —SON: -- if you don't have one -- MR. MILLER: That's perfect. MR. ANUERSON: -- i[ s not there and you're going to be laughed a[. MR. MILLER: That's a face. Th.— perfect sentence, if any. MR. TAYLOR. And so in here -- MR. ANEERSON: Md when you put the period r r i there, boom. MR. MILLER: That's it. MR. TAYLOR: I think that's what does ie. MR. ANDBRSON: If you've got a right, you can argue for Chem. MR. TAYLOR: You don't need to get in here talking about these agencies. And if that's where you're going for stranded -- MR. MILLER: No. MR. TAYLOR: - costs then It there. MR. hose agencies might not be a_ound. MR. MILLER: They can go to the agency if they want Co, if they have a right to go there under the bottom -- the last sentence. MR. MAINGOT: Well, you know, there's something else to that. MR. MILLER: Or anybody else for that matter. MR. ANDERSON: Yeah. If there's a new person. MR. MILLER: Okay. MR. MAINGOT: But there's something e_se Co that. Not only can they go to FERC, but they can also go to the Florida Public Service Commission, right? r r MR. MILLER. Yeah. MR. MAINGOT: And, therefore, what Chat ie doing ih actual face is loading up more rn case anything happens -- a little more legal Eees that we have to face. MR. TAYLOR: That's right. MR. MAINGOT: Right? MR. ANDEREON: That's correct. MR. MAINIDT. And as long as that is inside of there, they going to have that big stick. MR. ANDERSON: Sit if you leave it at their right, if any, they're entitled to _u up legal costs an whatever jurisdiction they can go to. Hut you're hot giving Chem additional stuff. MR. TAYLOR: In (H) where it talks about a rbi[rat;on award. They slipped this iL. here. We didn't even really discuss it. But it says: The award shall identify the amounts awarded as to each category of methodology as set forth i.n Paragraph F. And Chen they're the ones at their owe: choosing deleted and (G) above and what that impl.i.es is that the arbitrator shall not even consider stranded costs. It would go L. the Public Eervrce commission or to FERC and leave (G) It because I want the -- if there's to r 71 be an argument for et —ld costs make it [o the arbitrators because that gives us a better argumene when you 90 10 FERC or the Public Ser 1— this has already been considered, ladies .hy are we here a second and a third time. MR. B=Y. Or if they didn't argue it - MR. I--: So I want that left it. MR. BIINBY. Or if they didn't ar_ at befor the arb it raeors and they tried to appeal to FERC or whoever, you could say, well, why did" t they bring it up it arbitration? MR. —OR: S. I wait that put back in. MR. MAINGOT: All right. If I could just oack up for a minute on (G). what was the agreed verbiage there Or (G)? MR. MILLER: He just left it tn. was they can ask for stranded cost_, period. we can oppose stranded cores, period. B.it they put to all this I—ra stuff. 132 MR, MAINGGI': Yeah. Yov already crowed it Idt MR. TAYLOR! I crossed it ov[. MR. MAINGO'T: So what is in there is your _ecommendaC ion, iC e okay Co rema_n there? MR. TAYLOR: Yes. The way i ve crossed through it iI how I want it worded with he word -- where I ve got delete, I want them Co Cake that out. They did not take it It. They underlined it — being in there. MR. M=Y: Are you talking here or here? MR. —GOT; I m speaking about here. MR. BU — Yeah. Th—d what he left in there. MR. MAIN— And he wants (G) left in on (H)? MR. BUNOY: Yes. MR. TAYLOR. They haven't had added in ehe Ching about in the arbitration process, everyone is going to bear their own fees. Md I agree w.i. th that because it would be hard Co determine who was a prevailing parcy in an arbitrae ion o... — MR, AMOERSON: Fair enough. MR. TAYLOR: Then you get down To (R) and 1 and 2, that's all deleted. Those are all r r r r references to I— and things of that nature. MR. ANDERSON: Ana they agreed to remove chat. MR. TAYLOA. They agreed to remove all Of that. MR. ANM2RSON: fair. Good. MR. MILLER: 1`— 1. MR. TAYLOR: More deletions of -It, MR. MAINGOT: Page 6, Page 1. MR. BUNDY: Are — at (K)? MR. TAYLOR: We re at (A). And 10 got into talking about the 180 days. We have 180 days to decide to purchase, then another 180 days to actually facilitate the purchase. So a total o£ 360 days. There's the removal of the FERC in here. MR. MAINGOT: Eut stranded costs is still in there. MR. TAYLOR: Well, the reason -- and this is the area I was getting to that I cold you that stranded costs -- MR. LOVESTRANo: It should be. MR. TRY— - shonld be in there is because if -- you don't uan[ 180-day clock to stare ticking -- r op MR. BUNEY: Al soon as arbitration -- MR. TAYLOR: - if we go to arbitration and now they're going to FERC and they'll going to go, well, your 18, days Is up even though we ve arbitrated. And when — goes by, we re still dlllydallying around with FERC. You need co have stranded costs mentioned in there. That's the one place I agree it deeds to be, so our meter doesn't start running until stranded cows is dealt with. That needs to be in there. MR. MILLER. Right. In other words -- MR. AM —SON: And the intent of this -- MR. MILLER: -- you don't want them to use up our time considering all that stuff. MR. TAYLOR: Right. MR. MILLER: You see what I'm saying. MR. ANOERSON: Your point is -- MR, TAYLOR: That's why it needs to be mentioned theca. MR. ANDERSON: - once we have e final -- MR. MILLER: Absolutely. And it should be. MR. A RSON: Once we have a final dollar figure, you have — days. MR. MILLER. Right, lilht. MR. TAYLOR: Now, the other thing I caught in r r [here -- MR. ANDERSON: Which is st i11 a short time to arrange financing, referendum, all that good scuff. MR. TAYLOR. Well, 180 to decide whether you're going to buy it. And Chen when you say, yes, we'll buy it, then ehere's another 180 days to gee banding - MR. ALERY. TO facilitate it. MR. TAYLOR: -- and all that. MR. MILLER: Right. That's plenty of time, a y MR. ME-- Weil, have someone come — and b y it. MR. TAYLOR: It's still fairly tight. And you should actually ask for more time Chan that. I mean, that's -- now is the time to bring it up. MR. ANDERSON: NO. But, Steve, say, you spent 180 days going through referendum to say, yes, the City wants to purchase this. Then you have 180 days to figure out how you're going to purchase it. Are we getting bonds and the City is going to purchase izor are we having, you know, who knows whae? Maybe a company wanes -- OUC comes an and says, hey, we'd like tO r i 0- make you a deal you can't refuse. Buc it'. going to take us time to come up with our proposal. That can be tight. MR. TA M: So you could put 180 Co decide and another 360 to close it. MR. ANDERSON: well -- MR. BANDY: well, that would -- say that you were are -- I mean, yeah, if you can get that fine. If you get another 360 to close that would be fine. But that would be saying that at the same time You're preparing and running the referendum, you're not making the decisions and looking into, so you still -- if you decide -- you're going decide -- you're not going to wait till Day 179 to say, okay, we re going to buy it. If you ve gcne through the arbitration, you're going to know -- you're going to have a target figure or -- MR. —LOR: Start putting those things in place. MR. BANDY. - whatever. Whoever the Commissioners are then will have a target price iu mind. And if the arbitration comes to at chic price, we re going to buy it. Md if at doesn't, t r, MR. ANDB'S— Could be Raul. MR. —DY: _ould be. MR. MILLER: You don't Chink :t s yo ing Co be us 3o years from .— MR, BNNDY: It ain t going to be me. MR. MAINGOT: I'll certainly be around still, If course. And Paul will come vis_t ue. MR. BANDY: If I'm in Longwood, it would be -- I'ii be in chambrel or someehing. MR. MAINGOT: Well, you know where I'm going to be? Not too far away juet down the road down there. MR. MILLER: We'11 be holding the meetings down over rn whatchamacallic over [here. Chambrel. MR, BANDY. Ch-1,1. That's what I said. If I'm still a resident of Longwood, I'll be in Chambrel. MR, LOVESTRAMD: Most can t afford Chambrel. MR. MAINGOT: That's right. The— fox sure. MR. BANDY: But, no, I just think that -- MR. ANDERSON: So we'11 leave that. MR. BANDY: If you can get 360 on the purchase on the backend, gee it. If not, don't wo y about it because if the COIIItl Ii..n decides they -- they're going to know at Day 1 whether they're going co buy :t or hoc, or whether they're g ing co referendum. MR. TAYLOR: I'll put 360 on here. MR. BANDY. Yeah. If you can get ;t, get it. MR. TAYLOR; Now, the other thing I noticed cn my one my multiple readings of this Ching that I see a potential fly in the ointment rs. if y rant o'r timely notifies grantee of the grar-t ee'a intent to purchase, grantee sha11 pay the fu11 amou.-t of the arbitration award plus any es calae'ion for post -- MR. MAIN-T. Righ, MR. TAYLOR: - arb ie ra don changes in the facilities. what are we going to do, —It over arbitrating with post changes are. I mean, that couId be a whole new way cf them delaying this thing forever saying, you know, we just put up a new telephone pole, now, we need to decide rahat chac's worth. MR. MILLER. Right. — don't think they Rant do i_, too. MR. MAING01': Well, there's a reason for that. There v a reason for chat and I put a note here. -- and increase ch arbitration, right, t 01 final -- the purchase price in Caes1-1y, the 22.5 went up. And the reason why it went up is because they came with this same thing that you have here underlf ned. That certain changes had been made during the interim period and, therefore, they re requiring more money. You might want to check that out. MR. MILLER: Well, let me tell you -- MR. BRMEY: Let s put In there 1— MR, MILLER: -- he's right about that. Let me te11 you something. As soon as we started this Ching right here -- MR. ANDERSON! You notice what happened with the poles? MR. MILLER: -- there are more phone poles going up in this City than you ever thought in your wildest - -MR. BUNNY: well, they buried cable in my subdivision. They didn't hook it up, but they buried the cable. MR. MILLER: My goodness, they're everywhere Putting up new phone poles. MR. MAINGOT. Right. MR. TAYLOR: And they've done char in winter Park, they've made all kinds of .improvements in r r s 0- wlnter Park -- MR. MILLER: Oh, yes. MR. TAYLOR: -- in anticipation of this arbitraeton they'.. going through to jake the price up. MR. MAINGOT: That's right. You put a noee here -- MR. BUNDY: What I would think -- what I would think and this would be fair would be that if we tell them w. re going to buy it, they're eo make no changes in it. MR. TAYLOR: Well, some -- MR. —EY: Other than normal -- MR. TAYLOR: -- cnanges are .. MR. BANDY. No, Other Chan normal and customary--t.... — MR. TAYLOR: -- necessary. MR. ANDERSON: Okay. MR, BUN➢Y: You know, but no improvements. MR. ANDERSON: well -- MR. BANDY. I mean, you got to -- MR. ANDERSON: And the -- MR. MILLER: That was pretty slick. I couldne believe 'it. MR. BUNUY: They buried cable in my subdivision. MR. MILLER. They were putting up some poles, man. MR. MAINGOT. Speak to --lb— , —Ye 11 tell you about it. MR. ANDERBON: Richard -- MR. TAYLOR: Of course, the other side of it is is it could Cake so Song by the tame we do this, once they know they're going to lose that they won't maintain anythilg and we'll -- by Che time we take it over, we'll have to spend all kinds of money -- MR. MILLER: It will be rustic. MR. TA—R. -- bringing scuff up to standards. That's kind of a double -edge sword, I guess. MR. MAING— dell, let's leave out chat thing Chen. MR. _AYLOR: But that is another delay tactic that they will use if we ever got to this Ching. To me if they want the franchise and if they make cerca I. improvements, daring that period of time If arbitration to the —chase date, that's lust —ldered part of the purchase p ce. MR. MAINGOT. That's right. p- r MR. LOVES—D: You got it in there? MR. ANDERSON: Yes. MR. '1'AYLOR: I want to delete what they're putting in there - MR. MAIN— Right. MR. AN➢ERSON: Because MR, TAYLOR: Otherwise, we'11 nev r gat t0 the end of this thing. MR. MAINROT: 'That's right. MR. TA—E: Neves. MR. AN➢ERSON: Eecause if they're Roma proper maintenance they re on a schedule where they come through for the trees every III— years, they replace a telephone pole every ten years or whatever it 1s. And it will be on the cycle -- MR. TAYL➢R: laid for from profits that they're making from my electric bill. MR. ANUERSON: Well -- MR. TAYLOR. Right? MR, AN➢ER— Yeah. But those improvements will be made in a steady pattern over time. They won [ be all jumped in at the last minute. MR. MILLER: Well, they did it at the last minute lately. MR. AN➢ERION! Yes. They did. MR. MAINGOT. I think that -- MR. MILLER. But there was nothing wrong with the phone poles in m neighborhood. MR. -INGOT. I think that -- MR. MILLER: They replaced every one of them. MR. MAiN — Plus any escalations for post arbitration c—Mt. in the facilities, that ought to be out. MR. TA—R: So should I put and shall no_ include any escalation £or post arbitration changes in the facflities? That'a what I'd put in there. MR. MAING01': But could include -- de-escalation, MR. ORAGO: Why don't you lust have -- MR. TAYLOR. Well, you can t have your cake and eae It, too. MR. MA INGOT: Right. 'That's s11 raght. MR. ORAGo. Can you lu t leave it the award, period. MR. MAINGOT: Huh? MR. —GO: Just whatever the arbitration sward is, that's it. MR. MAINGOT. That's MR. —LOR: And lust line through the other MR. —GOT: That's right. MR. AN➢BRBON: Yea. MR. SRAGO: Whatever is at it rs. MR. TAYLOR: We11 -- MR. LOVESTRAND: That will stop maintenance. But what they w111 do is come to us and say, this pole is down, Re you wan1 us le put it .in, you got tc pay for it. And we'd say: Yes. MR. BMN➢Y: Yeah. Well, then that wcu Id -- MR. DR-0: They wont Me that. MR. TAYLOR: I just think by putting shall ncc include, would preclude them from later on coming in and saying, eh, by the way, now, you owe us for the increase in facilities. MR. MA INGOT: Right. MR. BMNOY: Yeah. MM. TAYLOR: And when we say, well, it s o11y the arbitration award, I said, yeah, but now you're goinq to get what we awarded you in arbitration, but we ve got some other little goodies here that you're gcin9 to Reed to buy. MR. AN➢ERSON: There's two things there. MR.—STRAN➢: It sounds like Steve selling MR. MILLER. That's a face. MR. ANDERSON. Additional -- MR. M NCOT: The exhaust is separate. MR. L—STRAND: There's this deal -- MR. P-1: unaercoazing. MR. —MR..: No. I mean, that -- MR. DRA00: You mean the engine is separate x rom Che car. MR. MILLER: IC s real open moldings, door ease - MR. ANDERSON: -- covers so that they don't add new buildings down at the substation of whatever. Nut they then, say, oh, and you have this buy this. Nut an the case of a power pole being down, they will come in and fix that for two reasons. MR. MILLER. Um -hum. MR. ANDERSON: A) Che meters aren t running until Chat wx re gees put up and they want the meters to run. Nut a15o because they have sacred duty to service th,= customers of [he State of Florida, which they keep telling us about over and over again. And until the check finally changes hands, they sti11 have that duty eo serve those people. r ol r 116 And they will put the pole up and make sure �C works. MR. EMNDY. 9uC by Chen -- MR. AN➢ERSON. They're probably Cake out of the oldest Crookedeet pole in the yard and put it up but Chats okay. MR. atmDY. 3,t It chat point we will have already gone through arbitration and Che City will know what a new telephone pole vs worth. MR. ANDERSON: Yeah. MR. MAINGOT. Right. MR. —DY: it Could be adjusted. I mean, as far as them stopping doing maintenance, they're only going Co stop doing maintenance on Che day that you say that the City says they're going to buy the system. MR. —STRAND; Lees give Richard [he auchority to go ahead and do the best he can on MR. HMNDY. Yeah. MR. MAINGOT. So Richard what's Che verbiage? You just mentioned }ust now. Shall not vnclude -- MR. —R: I would put shall not vnclude just to nail it down. MR. MAINGOT: Right. 141 MR. AMOER— Yec. And everybody knows that nobody is going to play monkey games if you ever got to that spot. Okay. Mext item. MR. TAYLOR. Hang on, I got to write it _n. MR. ANDERSON She could have had it written three times by now. Our secretary -- MR. MILLER. You got to take a shorthand class, Richard. MR. B Y: And he would have used less ink because he writes small. MR. ANDERSON: At lease he writes legibly. MR. TAYLOR: I£ I have to. MR. —.IT—.: We re on Page 8 now, right? MR. TAYL— Well, let me see what I— added in on > on severaoility -- MR. OR 0 No. 12. Section 12. MR. MAINGOT: Right. There's something there. MR. TAYLOR: There's a thing in here they put about the 30-year franchise and if any Court determines that the 30-year franchise wash [ valid, then the franchise isn t valid. And basically you'd have a shorter franchise I_ and we'd get no franchise fees. r / i I put in there: However, ehe grantor shall have the option of complying with the 30-year franchise term and the option to purchase shall remaan valid. MR. TAYLOR! If some Court determines that -- and S can t _mag ine how that would happen. 5ut iE for some reason, the Court says ehe re's no 30-yeas franchise, thae means we lose our option eo MR. TAYLOR! If we want to say, the Court may say that we don't have to be stuck with your 30- year, but we re going [o go along with it because we re noc going to lose our option, we can do MR. MAIRGOT: Well, 1 mean, they're open -- right there of ter Section 11, it says: Sha11 not be severable and Section 11 shall be no further force or effect. MR. TAYLOR: Yeah. Then I add the sentence. years, we still keep our option 0. MR. MAINGOT: Ali right. MA. MSLLER: Aigh[. MR, MAINGOT: Oka, MR, DAAGO: In Section 13, Richard, they need to change City Council to Cicy Commission, all the way through. MR. LOVESTRAND: Actually City Council :s a It,— word for us. MR. —GO. The charcer says Commission. MR. LOVESTRAND: We ought to change the charcer to read City Council. Because the City Commcsscon goes back t0 the old days where they had a fire commissioner and a police commissioner and a public works commrseioner and that made up ehe Commission. And we are no[ a City Commission, really we re a City council. MR. ANDERSON: In three years, we can put e hae on the ballot. MR. MAINGOT: Right. So in the incer_m i e Commission, right? MR. ORAGO: Right. City Commission in the MR. TAYLOR: Okay. MR. LOVESTRAND. Why did you underline in 16 r P, A r Iso non -waiver provision? is ehere a reason Eor Che underline? Did you add that in Section 16. MR. TAYLOR: No. All the titles are nnaerl inea. MR. LOVESTRAND: OR, and they didn't. underline -- MR. TAYLOR: That one is a l.i.ttle bolder. And merger is underlined, effective date is underlined. MR. LOVE.STRAND. Okay. The only change is a[ Che bottom then. MR. TAYLOR: And they're adding that all ordinances cn con_lict -- the terms of tars ordinances including -- MR. DRAGO. Without limitation. MR. TAYLOR' -- the foregoing and then they refer that of 1559 -- MR. MAINGOT. Again, MR. TAYLOR: -- again. And then I add in, again, that we shall have a right and we re just rehashing the same Ching to pass an ordiance that doesn't conf lice with the Berms and the conditions of Chis ordinance or effect Che franchise ayreement. And then I— added a provision at the end of r P. r r 151 attorney'. fees. That the prevailing party in any litigation to enforce the term.. and conditions of [his franchise agreement, excluding arbitration, shall be entitled to reasonable attorney'h fees ana execs. MR. MA OT. Righ, MR. TAYLOR: And Chat just keeps peoule honest from going forward with some ludicl — thing to harass because they know they got to pay [heir own attorney plus ours it makes [hem think twice. It makes '1. think ewace, too, so it cues both ways. MR. MILLER: M -hum. I.t that it. MR. TAYLOR. That's all 1 have. MR. AN➢EREON: Okay. Ro we need to still renegotiate a few things. My - one of my gve.tions I w1o[e down was they haven't seen several of things. You Chink [hey'S1 accept them, but we re not sure yet. MR. LOVER—R: Yeah. Can we gee a clean copy from them, [hough? MR. AN➢EREON: Yeah. We need to get -- after you go back and talk and negotiate, we need to come back with a clean -- MR. T —h- With one more clean sheet. r r MR. ANDERSON -- sheet to see. MR. TAYLOR: By the way, there ie one in here that's clean as to everything ehey put in the way they wanted it. MR. ANDERSON: I know. MR. TAYLOR! Then you've got the underlined one. And now _ would propose that -- MR. ANDERSON: But we want he clean one where you got the be" you could get, they got the best they could get and we got a new one that I. MR. MILLER: And I want you mark areas of I-- so we know. MR. TAYLOR: We11, I did in —I one. MR. MILLER. Okay, MR. AMEERSON: Yeah. MR. TAYLOR: I mean, all Ry bird scratch and scuff -- and the only other thing I want to add to that if we — going back now on these items Chat I ve written in here for changes, are you happy with at this point the changes I've negotiated in stranded costs or do you wane to insist that stranded costs be deleted entirely? MR. LOVESTRAND: No. I think you've deleted it where it needs to be. r r MR. MILLER: I think it s fine. MR. Fill➢ERSON: You seem to have explained why it s In certain places. MR. MILLER: Exactly. MR. ANDERSON: And it— fair and MR. 'TAYLOR. Well, the other option would be eo say: We are not going to agree to stranded cores whatsoever, you got to delete it entirely? MR. L—ETRANo: That could blow the whole Ching. MR. MILLER: Yeah. It. could. MR. MAINGOT: They -- MR. BOMLY: And you've I,— it back in _n one place. MR. TAYLOR: we11, if is'. going eo be in one pI—, It has to be in the other. MR. MAINGOT: Right, MR. MILLER. Mot only Chat, it s not nececcary. MR. ANDERSON: Because the language says, if any. MR. M-LER. Okay. If any. If they have a I'igh[ to some[h ing, ehey have a right to something. MR. MAINGOT. $o it s only -- r e go MR. TAYLOR. ea„ored I— -- MR. MILLER: We re going to deny they're owed something? MR. TAYLOR. -- thrown a couple Of things in there about the reliability and the shorter I— t h., they may raise some eyebrows about. But I wouldn't Chink so because I don't. think they're going to give it to anybody else. MR. LOVESTRAND: We expect they're going to M. with mo..t of these. There's going to be one or ewo they're .it, to suck on. MR. MILLER. eossibly. MR. LOVESTRAND: And you [ell us, hey, they wouldn't give on this and Chen we'11 decide then. MR. MILLER: But just the money thing -- MR. TAYLOR: We ve narrowed it down after meeting with you to only two or three different things that needed Co be discussed. MR. LOV£STE—D We have 10 percent. MR. ANDERSON: Okay. Anything else regarding [his or do you have your orders to go and do it. MR. TAYLOR. I got my marching orders. MR. AND£RSON: Okay. Then let's be done and go back out there. Are we all set to go back out there? ��°'�/LS �_ �s