SERVICE AGREEMENT FOR WINTER PERIOD PEAKING SERVICE
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SERVICE AGREEMENT
FOR WINTER PERIOD PEAKING SERVICE
THIS AGREEMENT entered into this lst 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 firm
basis, from Seller during the Winter Period extendinq from
November 1 through March 31 in excess of the volumes purchased
under Rate Schedule G and Seller wishes to sell and deliver
natural gas to Buyer.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, Seller and Buyer do
covenant and agree as follows:
ARTICLE I
Quantities
1. The Maximum Daily Contract Quantity ("MDCQ") shall be
set forth in Exhibit A. This MDCQ shall be the largest quantity
of gas that Seller is obligated to sell and deliver to Buyer and
Buyer is entitled to receive as firm natural gas for resale and
use in its gas distribution business in the communities and areas
supplied by Buyer during anyone day during the Winter Period
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under this Rate Schedule WPPS at the Point(s) of Delivery set
forth in Article IV is this Agreement.
2. The Maximum Winter Period Contract Quantity ("MWPCQ")
shall be set forth in Exhibit A.
This Maximum winter Period
Contract Quantity shall be the largest quantity of gas that
Seller is obligated to sell and deliver to Buyer and Buyer is
entitled to receive as firm natural gas for resale and use in its
gas distribution business during the winter Period in the
communities and areas supplied by Buyer during any Service Year
under this Rate Schedule WPPS at the Point (s) of Delivery set
forth in Article IV of this Agreement.
The MWPCQ shall equal
Buyer's MDCQ under this Rate Schedule WPPS multiplied by thirty
(30) .
3. Buyer shall on request furnish Seller estimates of
daily, monthly and Winter Period gas requirements as far in
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
WPPS as filed with the Federal Energy Regulatory Commission and
as said Rate Schedule may hereafter be legally amended or
superseded.
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
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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
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 unless terminated earlier by Buyer's
election to transfer service under this Rate Schedule to Service
under Rate Schedule G.
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 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 or 9A 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.
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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
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 Delivery
1. The Point(s) of Delivery for all natural gas purchased
under this Agreement shall be at the Point(s) of Delivery as set
forth in Exhibit B attached hereto.
2. The Maximum Daily Quantity at any Point of Delivery
shall be the quantity (in therms) set forth in Exhibit B attached
hereto. The aggregate of the maximum daily quanti ties for all
Point (s) of Delivery set forth on Exhibit B may exceed Buyer's
MDCQ, but shall not operate to increase the MDCQ or Seller's
delivery obligation as set forth in Article I of this Agreement.
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ARTICLE V
Notices
All notices and communications with respect to this
Agreement shall be in writing and sent by prepaid mail to the
addresses 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
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 AGREEMENT
SHALL BE IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
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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 firm character
of service shall not be subject to 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 bind and benefit the successors
and assigns of the respective parties hereto.
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: None.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement by their duly authorized officials on the dates set
forth below.
FLORIDA GAS TRANSMI~N ~~PANY
By: W...'e"J 1?7.~ .jJl
Title: vice President. Marketinq
ATTEST: _
By: ~ r: IJ,~
Titl~: As~istant Secretary
Date: //,. 29"- ~,.
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THE CITY JFJ CLEARWAT~
By: ~?I" at
Ron H. Rabun
Title: City Manaqer
ATTEST:
By: ~z. .L,.&.,,,,"
Cyn ia E ',Gsmdeau '-"-
Title: -ci,ty C-lerk .' :-
Date:
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Rita Garvey
Mayor-Commissioner
Approved as
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correctness:
M. A. Galbraith,
City Attorney
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Exhibit A
To
winter Period Peaking Service Agreement
Between
Florida Gas Transmission Company
And
The City of Clearwater
Dated
November 1, 1989
Maximum DailY Contract Quantity
Period
MDCQ (therms )
November - March
20,000
Maximum Winter Period Contract Quantity (MWPCQ):
600,000
therms
Date of this Exhibit A: November 1, 1989
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Exhibit B
To
Winter Period Peaking Service Agreement
Between
Florida Gas Transmission Company
And
The City of Clearwater
Dated
November 1, 1989
Point(s) of Delivery
Description of Point(s)
of Delivery
Maximum Daily Ouantities*
(therms)
November-March
East Clearwater, Florida
North Clearwater, Florida
South Clearwater, Florida
50,000
50,000
50,000
Total MDCQ:
20,000
* Seller shall not be obligated to deliver on a firm
basis volumes in the aggregate under Buyer's Service Agreements
under Rate Schedules G and FTS-1 or any other firm rate schedule
of Seller which exceed the Maximum Daily Quantity specified for
each point.
Date of this Exhibit B: November 1, 1989
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