SERVICE AGREEMENT FOR FIRM TRANSPORTATION SERVICE REQUEST NO.0120
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Request No:
0120
SERVICE AGREEMENT
FOR FIRM TRANSPORTATION SERVICE
THIS AGREEMENT entered into this 12th day of December, 19.9.l,
by and between Florida Gas Transmission Company, a corporation of
the state of Delaware (herein called "Transporter"), and
City of Clearwater, Florida, (herein called "Shipper").
. I T 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 firm transportation service ("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-2, the following terms when used
herein shall have the meanings set forth below:
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1.1 The term "Gas" shall mean pipeline quality natural gas
which complies with the quality provisions set forth in the General
Terms and 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-2" shall mean Transporter's
Rate Schedule FTS-2 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
Ouantitv
2.1 The Maximum Daily Transportation Quantity ("MDTQ") shall
be set forth in Exhibit B 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, and receive at all Point(s) of Delivery as
specified on Exhibits A and B hereto on any day.
2.2 Shipper may tender natural gas for transportation to
Transporter on any day, up to the MDTQ plus Transporter's Fuel.
Transporter agrees to receive the aggregate of the quantities of
natural gas that Shipper tenders for transportation at the Receipt
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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, (as provided in
Rate Schedule FTS-2), provided, however, that Transporter shall
never be required to transport and deliver on any day more than the
MDTQ.
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-2 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
subj ect to the provisions of said Rate Schedule and of the
applicable provisions of the General Terms and Conditions of
Transporter's effective Gas Tariff 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 appropriate regulatory authority and make changes authorized by
such authority in (a) the rates and charges applicable to its Rate
Schedule FTS-2, (b) Rate Schedule FTS-2 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
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provisions of the General Terms and Conditions applicable to Rate
o
Schedule FTS-2.
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 Aareement
4.1 This Agreement shall become effecti ve upon the "in-
service date of the Phase III Facilities", which shall be deemed to
be the first day of the month following the date on which
Transporter gives notice to the Commission that the Phase III
Facilities, as defined in Article X of this Agreement, are in-
service, and shall continue in effect for a primary term (which
shall not be less than a period of twenty years) of 20
years.
4.2 Termination for Non-Payment. In the event Shipper fails
to pay for service provided pursuant to this Agreement,
Transporter, in addition to any other rights it may have, shall
also have the right to suspend or terminate service as permitted by
the applicable provision of the General Terms and Conditions to
Transporter's FERC Gas Tariff.
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ARTICLE V
Point(s) of ReceiDt and Deliverv
and Maximum Dailv 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 system under this Agreement shall be at the Point(s) of
Receipt on the pipeline system of Transporter or any Transporting
pipeline 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
Shipper:
City of Clearwater, Florida
P. O. Box 4749
Clearwater, Florida 34618
Attention: Mr. Terry Neenan
PAYMENT BY WIRE TRANSFER
Transporter:
Florida Gas Transmission Company
NCNB National Bank Account No. 001658806
Charlotte, North Carolina
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ARTICLE VII
Facilities
Subsequent to commencement of service under this Agreement,
Transporter shall not be obligated to, but may, at its reasonable
discretion, subject to the written agreement of Shipper, construct
or acquire new facilities, or expand existing facilities, in order
to perform service under this Agreement.
For purposes of this
Agreement and Rate Schedule FTS-2, an expanded facility shall be
deemed to be a new facility.
If in Transporter's reasonable
judgment it is necessary to construct or 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, subject 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 pipeline and related facilities
including but not limited to 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
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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 P 61,116 (1988). Transporter shall have title to
and the exclusive right to operate and maintain all such
facilities.
ARTICLE VIII
Reaulatorv Authorizations and ADDrovals
8.1 Transporter's obligation to provide service is
conditioned upon receipt and acceptance of any necessary regulatory
authorization that is acceptable in form and substance to
Transporter to provide Firm Transportation Service to Shipper in
accordance with the terms of Rate Schedule FTS-2, or any successor
thereto which is substantially similar in form and content, 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.
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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 Prior to Transporter's execution of this Agreement,
Shipper must
demonstrate
creditworthiness
satisfactory
to
Transporter.
In the event Shipper
fails to establish
creditworthiness within fifteen (15) days of Transporter's notice,
Transporter shall not execute this Agreement and this Agreement
shall be deemed null and void.
10.2 Service pursuant to this Agreement is expressly subject
to the following conditions:
(a) The issuance, and acceptance by Transporter, of all
necessary authorizations from the FERC pursuant to the
Natural Gas Act or Natural Gas Policy Act permitting
Transporter to construct, own and operate the Phase III
facilities as described in Transporter's certificate
application, as it may be amended or supplemented from
time to time, and to effectuate the proposed service
hereunder (hereinafter "Phase III Facilities"). All such
authorizations
shall
be
in
form
and
substance
satisfactory to Transporter, and shall be final before
the respecti ve governmental authority and no longer
subject to appeal or rehearing; provided, however, that
Transporter may waive the condition that such authority
be final and/or no longer subject to appeal or rehearing.
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Such authorization shall include approval of a capacity
allocation methodology acceptable to Transporter in the
event requests for service for the proposed Phase III
Facilities exceed the availability of the expanded
capacity which Transporter, in its sole discretion, is
willing to build;
(b) Receipt and acceptance by Transporter of all other
approvals required to construct the Phase III Facilities
including all necessary authorizations from federal,
state, local, and/or municipal agencies or other
governmental authorities. All such approvals shall be in
form and substance satisfactory to Transporter, and shall
be final before the respective governmental authority and
no longer subject to appeal or rehearing; provided,
however, that Transporter may waive the condition that
such authority be final and/or no longer subject to
appeal or rehearing.
(c) The receipt of executed firm transportation service
agreements from other shippers sufficient to economically
justify construction of the Phase III Facilities, in
Transporter's sole opinion.
(d) The approval of rates by the Commission for
transportation services provided on the Phase III
Facilities that are acceptable to Transporter, in
Transporter's sole opinion. Shipper agrees to support a
levelized rate methodology for the Phase III Facilities
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in any proceeding before the Commission during the term
of this Agreement.
(e) Receipt by Transporter of all necessary right-of-way
easements or permits in form and substance acceptable to
Transporter;
(f) Transporter obtaining financing to construct the Phase
III Facilities that is satisfactory to Transporter, in
Transporter's sole opinion. Shipper agrees to provide
reasonable cooperation in Transporter's effort to obtain
financing;
(g) 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
Phase III Facilities. However, in the event such
allocation of capacity does not provide Shipper with the
MDTQs set forth in the SUbscription Quantity Form, which
is required to be completed and signed by Shipper and
which is incorporated herein by reference, Shipper shall
have the option to terminate this Agreement within
fifteen (15) days of notice by Transporter of Shipper's
allocation. If Shipper agrees to accept service for a
lesser amount, Transporter shall have the option to
provide service at such lesser amount in the event all
other conditions set forth in this Article X are
satisfied.
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(h) Shipper is obligated to reimburse Transporter for the
construction of taps, meters, receipt and delivery point
upgrades, construction of supply and delivery laterals
not included in the description of the Phase III
Facilities and any other construction necessary to
receive Shipper's gas into, and deliver Shipper's gas
from, Transporter's Phase III Facilities. 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 P 61,116
(1988) . Transporter shall have title to and the
exclusive right to operate and maintain all such
facilities.
(j) In the event that all requisite approvals necessary to
effectuate the proposed service hereunder are not granted
in satisfactory form on or before December 31, 1993, then
at such time either party shall have the right to
terminate this Agreement upon sixty (60) days written
notice; provided, however, that if such approvals are
obtained prior to the expiration of the sixty day notice
period, such notice shall be of no further force or
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effect and this Agreement shall continue in accordance
with the terms herein.
(k) Transporter agrees to make all reasonable efforts to
obtain the necessary authorizations, financing service
commitments and all other approvals necessary to
effectuate service under this Agreement. Shipper agrees
to exercise good faith in the performance of this
Agreement by supporting Transporter's efforts to obtain
all necessary authorizations, financing and other
approvals necessary to effectuate service under this
Agreement; provided, however, Shipper is not precluded
from exercising its right to contest specific provisions
in Transporter's certificate application in Docket No.
CP92-182, as may be amended.
(1) At any time prior to Transporter's acceptance of all
authorizations necessary to construct the Phase III
Facilities, Transporter retains the right to terminate
this Agreement, and to withdraw any requests or
applications for regulatory approvals, and to terminate
this project, at any time Transporter determines in its
sole discretion that the project is no longer economical
to pursue.
In the event the conditions set forth in this Article X are
not satisfied, this Agreement shall be deemed null and void upon
written notice by Transporter to Shipper.
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ARTICLE XI
Miscellaneous
11.1 This Agreement shall bind and benefit the successors and
assigns of the respecti ve 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, which shall not be unreasonably withheld, and
any
other
regulatory
authorizations
deemed
necessary
by
Transporter.
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 operate or be construed as a waiver of any future defaults of
a like or different character.
11. 3
This Agreement contains Exhibits A and B which are
incorporated fully herein.
11.4 This Agreement shall not be binding upon Transporter
until executed by Transporter.
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11.5 THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
IN WITNESS WHEREOF, the parties hereto have executed this
date first written above.
Agreement by their duly authorized officers effective as of the
TRANSPORTER
FLORIDA GAS TRANSMISSION COMPANY
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By:
Title: Vice President,
Business Development
Date:
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SHIPPER
CITY OF CLEARWATER, FLORIDA
~ d> By:
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Title: City CleLk
-
Date:
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Commissioner
Approved as to form and correctness:
M. A. Galbrait ,
City Attorney
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FORM OF SERVICE AGREEMENT
Firm Transportation Service (continued)
EXHIBIT A
TO
FIRM GAS TRANSPORTATION AGREEMENT
BETWEEN
FLORIDA GAS TRANSMISSION COMPANY
AND
CITY OF CLEARWATER, FLORIDA
DATED
December 12
, 19~
Maximum Daily Quantity (MMBtu) *
(including fuel)**
Point(s) of Receipt
Description of
Point of Receipt
POI
November-April
MaY-October
Compressor station 11
25309
815
287
* The MDQ set forth above is subject to any allocation of
capacity approved by the Commission, and accepted by
Transporter, that may be required in the event that requests
for service for the Phase III Facilities exceeds the
availability of expanded capacity available, which
Transporter, in its sole discretion, is willing to build.
** Fuel reimbursement shall be 3% of the daily quantities
received by Transporter at each receipt point. Such percentage
is subject to final determination in the Phase III certificate
proceeding.
Date of this Exhibit A: December 12, 1991
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FORM OF SERVICE AGREEMENT
Firm Transportation service (continued)
EXHIBIT B
TO
FIRM GAS TRANSPORTATION AGREEMENT
BETWEEN
FLORIDA GAS TRANSMISSION COMPANY
AND
CITY OF CLEARWATER, FLORIDA
DATED
December 12
, 191!.
Point(s) of Deliverv
Maximum DailY Quantity (MMBtu)
Description of
Point of Delivery
POI
November-A-pril
May-October
CLEARWATER
CLEARWATER
CLEARWATER
16204
16205
16206
273
316
202
95
III
72
Maximum Daily Transportation Quantity*:
791
278
* The MDTQ set forth above is subj ect to any allocation of
capacity approved by the Commission, and accepted by
Transporter, that may be required in the event that requests
for service for the Phase III Facilities exceeds the
availability of expanded capacity available, which
Transporter, in its sole discretion, is willing to build.
Date of this Exhibit B: December 12. 1991
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Attachment A-5
Florida Gas Transmission
Phase III Expansion
Subscription Quantity Form
Customer: Clearwater, City of
FGT Request No: 120
Request Quantity
Season
Oct
Nov-Mar
April May-Sept
1)
MMBTU/D
o
791
o
278
Phase III subscription
Nov-April
May-Oct
2)
3)
4)
Annual Quantity (MMBTU/D)
Seasonal Quantity (MMBTU/D)
Total (MMBTU/D)
278
513
791
278
o
278
Total of the greatest season on line 4 may not exceed the greatest
requested quantity on line 1.
The quantity on line 4 above must be used to complete Exhibit B of
the Service Agreement.
of
By:
Date:
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Attachment A-6
OUD
Florida Gas Transmission
Phase III Expansion
Supply Area Capacity Form
Customer: Clearwater, City of
FGT Request No: 120
Parties subscribing to Phase III capacity are requested to provide us
with a description of their desired supply area capacity.
If you deSire~Q city in proportion to FGT's proposed design please
initial here 1, otherwise please fill in the desired capacity by
compressor s~ tion location.
Supply Area
Location
Desired
Capacity (MMBTU/Day)
Upstream of Compressor Station 6
Between station 6 and 7
Between Station 7 and 8
Between station 8 and 9
Mainline FGT
SNG Receipt Points
Between station 9 and 10
Between station 10 and 11
Mobile Bay (1)
other Mainline FGT
Total
(1) The composite desired capacity from Mobile Bay will be utilized
to assess the feasibility of including a 100% owned FGT line to
the Mobil Bay processing plants (estimated cost - $50 MM) in the
Phase III expansion.
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TO:
Cindy Goudeau - City Clerk
FROM:
J. Terry Neenan - Gas Superintendent
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COPIES:
File
SUBJECT:
Phase III Firm Transportation Agreements
DATE:
February 24, 1992
Please find enclosed one original of the Phase III Firm
Transportation Agreements with Florida Gas Transmission Company
and the City of Clearwater. We have retained a copy for our
files.
JTN:nt
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Florida Gas Transmission Company
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P. O. Box 1188 Houston, Texas 77251-1188 (713) 853~6161
February 14, 1992
RECEIVED
City of Clearwater, Florida
Attn: Mr. Terry Neenan
P. O. Box 4749
Clearwater, FL 34618
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GAS OW1SUm
Re:
Phase III Service Agreements
& Letter Agreement
Gentlemen:
Enclosed are fully executed original Phase III Service Agreements and Letter
Agreement for your files.
Florida Gas Transmission Company would like to thank you for participating in the
Phase III expansion and is looking forward to working with you as the project
progresses.
Should you have any questions please call me at (713) 853-7532.
&~
Colin D. Botts
Director, Contract Management
CDB:sb
cc: P. Weidler
enclosure
An ENRON/SfiJNAT Affiliate