SERVICE AGREEMENT FOR FIRM TRANSPORTATION SERVICE
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SERVICE AGREEMENT
FOR FIRM TRANSPORTATION SERVICE
THIS AGREEMENT entered into this 1st day of October, 1991, by and
between FLORIDA GAS TRANSMISSION COMPANY, a Corporation of the State of
Delaware (herein called "Transporter"), and CITY OF CLEARWATER (herein
called "Shipper").
WIT N E SSE T H :
WHEREAS, Shipper wishes to purchase firm natural gas transportation
service from Transporter and Transporter wishes to provide firm natural
gas transportation service to Shipper; and
WHEREAS, Shipper has completed and submitted to Transporter a valid
request for transportation service under Rate Schedule FTS-1
("Request"); and
WHEREAS, in accordance with such Request, such service will be
provided by Transporter for Shipper in accordance with the terms hereof.
NOW THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the sufficiency of which is
hereby acknowledged, Transporter and Shipper do covenant and agree as
follows:
ARTICLE I
Definitions
In addition to the definitions incorporated herein through
Transporter's Rate Schedule FTS-1, the following terms when used herein
shall have the meanings set forth below:
1.1 The term "Gas" shall mean pipeline quality natural gas which
complies with the quality provisions set forth in the General Terms and
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Conditions of Transporter's effective FERC Gas Tariff, Volume No.1, and
includes gas well gas, casinghead gas and residue gas remaining after
processing thereof.
1.2 The term "Rate Schedule FTS-1" shall mean Transporter's Rate
Schedule FTS-1 as filed with the FERC as changed and adjusted from time
to time by Transporter in accordance with Section 3.3 hereof or in
compliance with any final FERC order affecting such rate schedule.
1.3 The term "FERC" shall mean the Federal Energy Regulatory
Commission or any successor regulatory agency or body, including the
Congress, which has authority to regulate the rates and services of
Transporter.
ARTICLE II
Quantity
2.1 The Maximum Annual Transportation Quantity (the "MATQ") per
service year shall be set forth in Exhibit C attached hereto; provided,
however, that the MATQ shall not exceed the sum of the seasonal Maximum
Daily Transportation Quantities set forth in Exhibit C hereto times the
number of days in the applicable season. In the case of a fractional
Service Year, the MATQ shall equal the MATQ for a full Service Year
times the number of days in the fractional Service Year, divided by 365.
2.2 The Maximum Daily Transportation Quantity ("MDTQ") shall be
set forth in Exhibit C attached hereto. The applicable MDTQ shall be
the largest daily quantity of gas Shipper may tender for transportation
in the aggregate to all Points of Receipt, exclusive of Transporter's
Fuel if applicable, and receive at all Point(s) of Delivery as specified
on Exhibits A and B hereto on any day.
2.3 Shipper may tender natural gas for transportation to
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Transporter up to the MATQ in any service Year and, on any day, up to
the MDTQ plus Transporter's Fuel, if applicable. Transporter agrees to
receive the aggregate of the quantities of natural gas that Shipper
tenders for transportation at the Receipt Points, up to the maximum
daily quantity specified for each such Point on Exhibit A hereto, and to
transport and deliver to Shipper at each Delivery Point specified on
Exhibit B, up to the maximum daily quantity specified for each such
point on Exhibit B, the amount tendered by Shipper less Transporter's
Fuel, if applicable (as provided in Rate Schedule FTS-1), provided,
however, that Transporter shall never be required to transport and
deliver in any Service Year more than the MATQ or on any day more than
the MDTQ. Transporter's and Shipper's obligations hereunder shall be
subject to the provisions of any final FERC order determining an
allocation of capacity of Transporter's gas pipeline transmission
system.
ARTICLE III
Rate Schedule
3.1 Upon the commencement of service hereunder, Shipper shall pay
Transporter, for all service rendered hereunder, the rates established
under Transporter's Rate Schedule FTS-1 as filed with the FERC and as
said Rate Schedule may hereafter be legally amended or superseded.
3.2 This Agreement in all respects shall be and remain subject to
the provisions of said Rate Schedule and of the applicable provisions of
the General Terms and Conditions of Transporter on file with the FERC
(as the same may hereafter be legally amended or superseded), all of
which are made a part hereof by this reference.
3.3. Transporter shall have the unilateral right to file with the
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appropriate regulatory authority and make changes authorized by such
authority in (a) the rates and charges applicable to its Rate Schedule
FTS-1, (b) Rate Schedule FTS-1 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 Rate Schedule FTS-1.
Transporter
agrees that Shipper may protest or contest the aforementioned filings,
or seek authorization from duly constituted regulatory authorities for
such adjustment of Transporter'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.
ARTICLE IV
Term of Aqreement
4.1 This Agreement shall be effective on October 1, 1991 and shall
continue in effect for a primary term of five (5) years from August 1,
1990, the Effective Date defined in Article III Section 2 of the Service
Agreement for General Service dated November 1, 1989 between Transporter
and Shipper and thereafter from year to year unless and until terminated
either by Transporter or by Shipper upon one hundred eighty (180) days
prior written notice to the other specifying a termination date at the
end of any yearly period thereafter.
4.2 Service hereunder shall commence as set forth in Section 2 of
Rate Schedule FTS-1.
ARTICLE V
Point(s) of Receipt and Delivery
and Maximum Daily Ouantities
5.1 The Point(s) of Receipt and maximum daily quantity for each
point(s), for all gas delivered by Shipper into Transporter's pipeline
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system under this Agreement shall be at the Point(s) of Receipt on
Transporter's pipeline system as set forth in Exhibit A attached hereto.
5.2 The Point(s) of Delivery and maximum daily quantity for each
point(s) for all gas delivered by Transporter to Shipper, or for the
account of Shipper, under this Agreement shall be at the Point(s) of
Delivery as set forth in Exhibit B.
ARTICLE VI
Notices
All notices, payments and communications with respect to this
Agreement shall be in writing and sent to the addresses stated below or
at any other such address as may hereafter be designated in writing:
ADMINISTRATIVE MATTERS
Transporter: Florida Gas Transmission Company
P. O. Box 1188
Houston, Texas 77251-1188
Attention: Contract Management Department
City of Clearwater
400 North Myrtle Avenue
Clearwater, FL 34615
Shipper:
PAYMENT BY WIRE TRANSFER
Transporter: Florida Gas Transmission Company
NCNB National Bank
Account No. 001658806
Charlotte, North Carolina
ARTICLE VII
Facilities
Transporter shall not be obligated to, but may, at its sole
discretion, construct or acquire new facilities, or expand existing
facili ties, in order to perform service under this Agreement. For
purposes of this Agreement and Section 11 of Rate Schedule FTS-1, an
expanded facility shall be deemed to be a new facility.
If in
Transporter's reasonable judgment it is necessary to construct or
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acquire new facilities, or to expand existing facilities, in order to
enable Transporter to receive or deliver Shipper's MDTQ at the Point(s)
of Receipt and Delivery, and Transporter determines as provided herein
to construct, acquire, or expand such facilities, then Transporter shall
notify Shipper of the additional cost required, and such facilities
shall, subj ect to the receipt and acceptance by Transporter of any
necessary authorizations, permits and approvals, be constructed,
acquired or expanded to permit the receipt and delivery of gas as
provided for herein. Shipper agrees to reimburse Transporter, promptly
upon receipt of Transporter's invoices, for all costs and expenses
incurred under this Article VII by Transporter for any facilities, other
than electronic measurement and data communications equipment for
existing meters, including without limiting the foregoing, the cost of
any tap, electronic measurement equipment or data communications
equipment for new meters, and appurtenant equipment and materials, and
overhead expenses.
To the extent such reimbursement qualifies as a
contribution in aid of construction under the Tax Reform Act of 1986,
P.L. 99-514 (1986), Shipper also shall reimburse Transporter for the
income taxes incurred by Transporter as a direct result of such
contribution in aid of construction by Shipper, as calculated pursuant
to the Commission's order in Transwestern Pipeline Company, 45 FERC
Paragraph 61,116 (1988).
Transporter shall have title to and the
exclusive right to operate and maintain all such facilities.
ARTICLE VIII
Requlatory Authorizations and A~provals
8.1 Transporter's obligation to provide service is conditioned
upon receipt and acceptance of any necessary regulatory authorization to
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provide Firm Transportation Service to Shipper in accordance with the
terms of Rate Schedule FTS-1 and this Service Agreement. Shipper agrees
to reimburse Transporter for all reporting and/or filing fees incurred
by Transporter in providing service under this Service Agreement.
ARTICLE IX
Pressure
9.1 The quantities of gas delivered or caused to be delivered by
Shipper to Transporter hereunder shall be delivered into Transporter's
pipeline system at a pressure sufficient to enter Transporter's system,
but in no event shall such gas be delivered at a pressure exceeding the
maximum authorized operating pressure or such other pressure as
Transporter permits at the Point(s) of Receipt.
9.2 Transporter shall have no obligation to provide compression
and/or alter its system operations to effectuate deliveries at the
Point(s) of Delivery hereunder.
ARTICLE X
Other provisions
10.1 None
ARTICLE XI
Miscellaneous
11.1
This Agreement shall bind and benefit the successors and
assigns of the respective parties hereto; provided, however, neither
party shall assign this Agreement or any of its rights or obligations
hereunder without first obtaining the written consent of the other
party.
11.2 No waiver by either party of anyone or more defaults by the
other in the performance of any provisions of this Agreement shall
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operate or be construed as a waiver of any future defaults of a like or
different character.
11.3 THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
11. 4 This Agreement contains Exhibits A, Band C which are
incorporated fully herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
by their duly authorized officers effective as of the date first written
above.
TRANSPORTER
SHIPPER
FLORIDA GAS TRANSMISSION COMPANY
CITY OF CLEARWATER
By: UJ~ friC2L .-(tB
Title: Vice President. Marketinq
BY:~ ~
LVllCnael. J. r
Title: City Man er
Ql!LrnJ 55 ioner
Attest:
Approved as to form and correctness:
~~
M. A. Galbr~itw~ Jr., City Attorney
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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 611 547 959 1,188 547
SNG/NNG
FGT SABINE 23062 532 1,163 1,482 303
KAPLAN
PROSPER ENERGY 10126 411 343 411 559
PEARL RIVER
*Inclusive of 2.7% for Fuel
Notwithstanding the foregoing, this Exhibit A and the MDQ's set
forth above shall be superseded in their entirety upon the "in-service
date of the Phase II Facilities", as that term is defined in the
Stipulation and Agreement filed by Transporter on October 16, 1989, in
Docket Nos. RP89-50, et aI, by First Revised Exhibit A, which is
attached hereto, and the MDQ's set forth in First Revised Exhibit A.
Date of this Exhibit A: October 1, 1991
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First 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 Quantities*
Point(s) of (MMBtu)
Receipt POI Oct Nov-March April May-Sept
FGT MOPS REFUGIO 611 559 988 1,218 558
SNG/NNG
FGT SABINE 23062 544 1,199 1,519 310
KAPLAN
PROSPER ENERGY 10126 420 353 421 570
PEARL RIVER
*Inclusive of 3.0% for Fuel
This First Revised Exhibit A shall supersede Exhibit A 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 Transporter on
October 16, 1989, in Docket Nos. RP89-50, et gl.
Date of this First Revised Exhibit A: October 1, 1991
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Exhibit B
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)
Delivery POI Oct Nov-March April May-Sept
1. Clearwater East 16204 5,000 5,000 5,000 3,000
2. Clearwater North 16205 5,000 5,000 5,000 3,000
3. Clearwater South 16206 5,000 5,000 5,000 3,000
TOTAL MDTQ: 1,451 2,400 3,000 1,372
* Transporter shall not be obligated to deliver on a firm basis
volumes in the aggregate under Shipper's Service Agreements under Rate
Schedules G and FTS-1 or any other firm rate schedule of Transporter
which exceed the Maximum Daily Quantity specified for each point.
Notwithstanding the foregoing, this Exhibit B and the Maximum Daily
Quantities and MDTQ's set forth above shall be superseded in their
entirety upon the "in-service date of the Phase II Facilities", as that
term is defined in the Stipulation and Agreement filed by Transporter on
October 16, 1989, in Docket Nos. RP89-50, et al., by First Revised
Exhibit B, which is attached hereto, and the MDTQ's set forth in First
Revised Exhibit B.
Date of this Exhibit B: October 1, 1991
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First Revised Exhibit B
to
Firm Gas Transportation Service Agreement
Between
Florida Gas Transmission Company
and
City of Clearwater
Dated
October 1, 1991
Description of Maximum DailY Quantities*
Point(s) of (MMBtu)
Delivery POI Oct Nov-March April May-Sept
1. Clearwater East 16204 5,000 5,000 5,000 3,000
2. Clearwater North 16205 5,000 5,000 5,000 3,000
3. Clearwater south 16206 5,000 5,000 5,000 3,000
TOTAL MDTQ: 1,479 2,466 3,066 1,396
* Transporter shall not be obligated to deliver on a firm basis
volumes in the aggregate under Shipper's Service Agreements under Rate
Schedules G and FTS-1 or any other firm rate schedule of Transporter
which exceed the Maximum Daily Quantity specified for each point.
This First Revised Exhibit B and the Maximum Daily Quantities and
MDTQ's set forth above shall supersede Exhibit B 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 Transporter on October
16, 1989, in Docket Nos. RP89-50, et ale
Date of this First Revised Exhibit B: October 1, 1991
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Exhibit C
to
Firm Gas Transportation Service Agreement
Between
Florida Gas Transmission Company
and
City of Clearwater
Dated
October 1, 1991
Maximum DailY Transportation Ouantity
During each day of the months indicated below, the MDTQ applicable
hereunder shall be as set forth below:
Period MDTQ (MMBTU)
October 1,451
November-March 2,400
April 3,000
May-September 1,372
Maximum Annual Trans~ortation Ouantity: 566,970 MMBTU
Notwithstanding the foregoing, this Exhibit C and the MDTQ's and
MATQ set forth above shall be superseded in their entirety upon the "in-
service date of the Phase II Facilities", as that term is defined in the
Stipulation and Agreement filed by Transporter on October 16, 1989, in
Docket Nos. RP89-50, et al., by First Revised Exhibit C, which is
attached hereto, and the MDTQ's and MATQ set forth in First Revised
Exhibit C.
Date of this Exhibit C: October 1, 1991
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First Revised Exhibit C
to
Firm Gas Transportation Service Agreement
Between
Florida Gas Transmission Company
and
City of Clearwater
Dated
October 1, 1991
Maximum DailY Transportation Quantity
During each day of the months indicated below, the MDTQ applicable
hereunder shall be as set forth below:
Period MDTO (MMBTU)
October 1,479
November-March 2,466
April 3,066
May-September 1,396
Maximum Annual Transportation Ouantity: 566,970 MMBTU
This First Revised Exhibit C and the MDTQ's and MATQ set forth
above shall supersede Exhibit C 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 Transporter on October 16, 1989, in
Docket Nos. RP89-50, et ale
Date of this First Revised Exhibit C: October 1, 1991