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SERVICE AGREEMENT FOR PREFERRED SERVICE , . I I SERVICE AGREEMENT FOR PREFERRED SERVICE THIS AGREEMENT entered into this 1st day of November, 1989, by and between Florida Gas Transmission Company, a corporation of the State of Delaware (herein called "Seller") and The City of Clearwater (herein called "Buyer"). WIT N E SSE T H : WHEREAS, Buyer wishes to purchase natural gas, on a pre- ferred basis, from Seller, and WHEREAS, Seller is willing to sell and deliver natural gas to Buyer, NOW, THEREFORE, Seller and Buyer agree as follows: ARTICLE I Quantities 1. The Maximum Daily Quantity ("MDQ") shall be the maximum quantity of natural gas, expressed in therms, that Seller is physically capable of delivering, subject to Sections 9, 9A and 9B of the General Terms and Conditions of Seller's FERC Gas Tariff, at the Point(s) of Delivery set forth in Article IV of this Agreement. 2. The Annual Volumetric Entitlement shall be set forth in Exhibit A. This Annual Volumetric Entitlement shall be the largest quantity of gas which may be sold and delivered to Buyer during any Service Year under the terms and conditions of this Rate Schedule I at the Point(s) of Delivery set forth in Article ;'~' / '\e-" .. -"- .. I I IV of this Agreement, sUbject to the availability of adequate gas supplies and pipeline capacity to enable Seller to deliver such quantities in accordance with Sections 9, 9A and 9B of the General Terms and Conditions of Seller's FERC Gas Tariff. 3. Buyer shall on request furnish Seller estimates of daily, monthly and annual gas requirements as far as advance as reasonably possible. ARTICLE II Rate Schedule 1. Buyer shall pay Seller, for all service rendered hereunder, the prices established under Seller's Rate Schedule I as filed with the Federal Energy Regulatory Commission and as said Rate Schedule may hereafter be legally amended or supersed- ed. 2. This Agreement in all respects shall be and remain subject to the applicable provisions of said Rate Schedule and of the General Terms and Conditions of Seller on file with the Federal Energy Regulatory Commission (as the same may hereafter be legally amended or superseded), all of which are made a part hereof by this reference. ARTICLE III Term of Aqreement 1. This Agreement shall be effective on the Effective Date defined in Section 2 below and shall continue in effect for a primary term of five (5) years and thereafter from year to year unless and until terminated either by Seller or by Buyer upon one -2- ~-" I I hundred eighty (180) days' prior written notice to the other specifying a termination date at the end of such period or any yearly period thereafter. It is understood that Seller does not have and, notwithstanding Seller's good faith efforts, may not have in the future, sufficient gas supplies to supply Buyer with the quantities of gas specified to supply Buyer with the quanti- ties of gas specified in the service agreement for the term of such agreement. Buyer shall not hold Seller liable in damages or otherwise for extending the term of any agreement, or for any volumes of gas which customer is not permitted to receive as a result of curtailment of deliveries by Seller pursuant to Section 9, 9A or 9B of the General Terms and Conditions, except to the extent that such extension or curtailment is shown to be the result of Seller's negligence, bad faith, fault or willful misconduct. 2. This Agreement is expressly subject to (i) the approval by the Federal Energy Regulatory Commission of the Stipulation and Agreement filed by Seller on October 16, 1989 in Docket Nos. RP89-50, et al., (Stipulation and Agreement), and (ii) receipt by Seller of all other approvals required to effectuate the proposed service hereunder, including all necessary authorizations from federal, state, local or municipal agencies, or other governmental authorities. It is expressly understood that all such approvals shall be in form and substance satisfactory to both Seller and Buyer in the exercise of their reasonable, good faith judgment, and shall be final and no longer subject to appeal; provided, however, that Seller at its option may elect to -3- I I waive the conditions that such approvals be final and/or no longer subject to appeal. Upon satisfaction of the above conditions, this Agreement shall be effective and service shall commence on the Effective Date of the stipulation and Agreement as it is defined in Article XXI of the Stipulation and Agreement. ARTICLE IV pointCs) of Deliverv 1. The Point(s) of Delivery for all natural gas purchased under this Agreement shall be at the Point(s) of Delivery set forth in Exhibit B to the currently effective Service Agreement between Buyer and Seller under Seller's Rate Schedule G as it may be revised from time to time. Such Exhibit B is incorporated herein by reference as is fully set forth in this Agreement. 2. The Maximum Daily Quantity at any Point of Delivery shall be the maximum quantity that Seller is physically capable of delivering on any day through its metering facilities at such point, subject to Sections 9, 9A and 9B of the General Terms and Conditions of Seller's FERC Gas Tariff. 3. The Maximum Hourly Quantity at any point of delivery shall be the maximum quantity that Seller is physically capable of delivering during any hour through its metering facilities at such point, subject to Sections 9, 9A and 9B of the General Terms and Conditions. -4- ~ I ARTICLE V Notices All notices and communications with respect to this Agree- ment shall be in writing and sent by prepaid mail to the address- es stated below or at such other address as may hereafter be designated in writing. ADMINISTRATIVE MATTERS: Seller: Florida Gas Transmission Company P. O. Box 1188 Houston, Texas 77251-1188 Attention: Contract Management Department Buyer: The City of Clearwater P. O. Box 4749 Clearwater, Florida 34618 Attention: Gas Superintendent PAYMENT BY WIRE TRANSFER: Seller: Florida Gas Transmission Company NCNB National Bank Account No. 001658806 Charlotte, North Carolina ARTICLE VI Miscellaneous 1. THE INTERPRETATION AND PERFORMANCE OF THIS SERVICE AGREEMENT SHALL BE IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. -5- - I I 2. Seller shall have the unilateral right to file with the appropriate regulatory authority and make changes authorized by such authority in (a) the rates and charges applicable to this Rate Schedule, (b) the Rate Schedule pursuant to which this service is rendered; provided, however, that the preferred character of service shall not be subject the change hereunder, or (c) any provisions of the General Terms and Conditions applicable to this Rate Schedule. Seller agrees that Buyer may protest or contest the aforementioned filings, or seek authorization from duly constituted regulatory authorities for such adjustment of Seller's existing FERC Gas Tariff as may be found necessary in order to assure that the provisions in (a), (b) or (c) above are just and reasonable. 3. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 4. This Agreement cancels and supersedes, as of its effective date, the existing agreement relating to the sale of gas by Seller to Buyer as follows: All existing agreements for service under Seller's Rate Schedule I between Seller and Buyer, Buyer's predecessors in interest and all of its divisions, whether or not the same have been approved by the Federal Energy Regulatory Commission. -6- -' I I IN WITNESS WHEREOF, the parties hereto have executed this forth below. Agreement by their duly authorized officials on the dates set FLORIDA GAS TRANSMISSION COMPANY By: j/f)~ /Y7 . ~ -i Title: Vice President. Marketinq A'l'TEST: - By:. ~ r. ~ / Title: Assistant Secretary Date: //. 2;1'- cf9 THE CITY OF CLEARWATER By: R~Z~ 0iL Title: Ci ty Manaqer ATTEST: By: ~~k~-~--" J3.-L~ . cyntV-#::3. ~ ._:v(n~g.E7.~U:-.== T1tle: C1t~~lerk _ ~ --- - --,," . Date: Il/.~l~ I f ita Garvey Mayor-Commissioner Approved as to form a correctness: J/L~ ' M. A. Galbraith, City Attorney -7- ~ ~ I I Exhibit A Preferred Service Agreement Between Florida Gas Transmission Company and The City of Clearwater Dated November 1, 1989 Annual Volumetric Entitlement: 1,000,000 (therms) Notwithstanding the foregoing, this Exhibit A and the AVE set forth above shall be superseded in its entirety upon the "in-service date of the Phase II Facilities," as that term is defined in the Stipulation and Agreement filed by Seller on October 16, 1989, in Docket Nos. RP89-50, et al., by First Revised Exhibit A, which is attached hereto, and the AVE set forth in First Revised Exhibit A. Date of this Exhibit A: November 1, 1989 -8- v )I . I I First Revised Exhibit A to Preferred Service Agreement Between Florida Gas Transmission Company and The City of Clearwater Dated November 1, 1989 Annual Volumetric Entitlement:* 2,000,000 (therms) This First Revised Exhibit A shall supersede original Exhibit A attached hereto in its entirety on the "in-service date of the Phase II Facilities," as that term is defined in the Stipulation and Agreement filed by Seller on October 16, 1989, in Docket Nos. RP89-50, et ale *Buyer and Seller agree to amend this First Revised Exhibit A to be effective concurrently with the "in-service date of the Phase II Facilities" to reflect any conversions to preferred transportation service exercised by Buyer subsequent to the date of this Exhibit. Date of this Exhibit A: November 1, 1989 -9- I ~ , Florida Gas Transmission Company Wiley M. Cauthen i iSiC:"lat1 I 0 DEe 2 6 '999 ~DEP~ P, O. Box 5100 Maitland, Florida 32751 (.407) 875,5800 December 21, 1989 Mr. Bob Brumback city of Clearwater P. O. Box 4749 Clearwater, FL 33518 Dear Bob: Enclosed for your files are the fully executed originals of the following Service Agreements dated November 1, 1989, between Florida Gas Transmission Company (FGT) and The city of Clearwater: winter Period Peaking Service, Preferred Service and General Service. Thank you for your cooperation in helping us meet our deadlines in this project. Very truly yours, j1)~m.~ WMC:ben Enclosures Ii ,:" :'" .,ij",..l '~, ~r "." .. ~'i '<~ r~ n DEe :27 1988 tt/ (-11,/ CltJlK An ENRON/MHAT Affiliate 1-" '" ,.;. TO: FROM: COPIES: CGS I Cynthia Goudeau, City Clerk J. Terry Neenan, Gas Superintendent File SUBJECT: FOT SECOND REVISED EXHIBIT A DATE: October 14, 1992 I CITY OF CLEARWATER Interoffice Correspondence Sheet Jj~)i~ Attached is an updated Second Revised Exhibit A for the City of Clearwater;s FTS Contract #20336. Please attach it to the original contract. Thank you. JTN/ sh . (~~~~:::w CiTY CLERK DEP1: I ~ I Florida Gas Transmission Company P. O. Box 1188 Houston, Texas 77251.1188 (713) 853-6161 October 6, 1992 Mr. Terry Neenan City of Clearwater 400 North Myrtle Avenue Clearwater, FL 34615 RECEIVED OCT 1 3 1992 Clearwater Gas System Dear Terry: Per our telephone conversation, I am enclosing an updated form showing City of Clearwater's approved levels of receipt point capacity through 50% conversion level for each POI in FGT's three Production Zones. I have corrected the Zone Three point to reflect POI #10258 (Tenn stone Carnes) as you requested. I am also enclosing an updated Second Revised Exhibit A for City of Clearwater's FTS contract #20336. This updated Exhibit A also reflects the change in Zone Three receipt point and supersedes the Second Revised Exhibit A originally generated on August 1, 1992. Thank you for your patience in this matter. Please give me a call at (713) 853-6188 if you have any further questions. Sincerely, ~/) I,/~O Tracey L. Prothro Sr. Contract Administrator Enclosures cc: Nancy Bastida FGT Gas Management File 20336 An ENRON/SMA' Affiliate I I Second Revised Exhibit A to Firm Gas Transportation Service Agreement Between Florida Gas Transmission Company and City of Clearwater Dated October 1, 1991 Description of Maximum Daily Ouantities* Point(s) of (MMBtu) Receipt POI Oct Nov-March April MaY-Sept FGT MOPS REFUGIO 611 1,389 1,524 1,895 863 SNG/NNG FGT SABINE 23062 1,660 1,820 2,263 1,031 KAPLAN FGT TENN 10258 811 889 1,105 503 STONE CARNES *Inclusive of 3.0% for Fuel Date of this Second Revised Exhibit A superseding Second Revised Exhibit A dated August 1, 1992: August 1, 1992 20336.Frs ~ I I flORIDA GAS TRANSMISSION COMPANY PREUMINARY PHASE II FIRM REC8PT POINT ALLOCATIONS BY CUSTOMER THROUGH 50% CONVERSION LEVEL (ALL VOLUMES INCLUSIVE OF 3% FUEl) AllOCATED VOLUMES (MMMBTU): COMPRESSOR POI STATION # RECEIPT POINT SHIPPER OCTOBER NOV-MAR APRIL MAY-SEPT --------- ------- ------------------. ------------------------- -------- -------- -------- -------- 3 611 SNG/NNG MOPS REFUGIO CITY OF CLEARWATER 1,369 1.524 1.695 0.663 6 23062 SABINE KAPLAN CITY OF CLEARWATER 1.660 1.820 2.263 1.030 10 10258 TENN STONE CARNES CITY OF CLEARWATER 0,811 0.889 1.105 0.503