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NATURAL GAS AGREEMENTS (028) , I I Florida Gas Transmission Company p, O. Box 44 Winler Pork, Florida 32790 (305) 646-1100 August 31, 1987 Mr. Cecil Henderson, Jr. City of Clearwater p. O. Box 4749 Clearwater, FL 33518 Gentlemen: This letter agreement evidences the agreement of Florida Gas Transmission Company (FGT) and the City of Clearwater (Buyer), upon fulfillment of the conditions precedent set forth herein, to enter into a Service Agreement, containing terms and conditions mutually acceptable to FGT and-Buyer, a pro forma copy of which is attached hereto. Such Service Agreement, as attached, sets forth the terms and conditions of a preferred interruptible sales service which FGT proposes to render on behalf of Buyer under a revised Rate Schedule I, also attached hereto. FGT proposes to provide Buyer preferred interruptible sales service under Rate Schedule I of up to an Annual Volumetric Entitlement of 8,000,000 therms. The initial term of such Service Agreement shall extend through September 30, 2003, and shall extend year to year thereafter unless terminated by either party upon one hundred and eighty (180) days' written notice. This letter agreement obligating FGT and Buyer to enter into the above-described Service Agreement and obligating FGT to render the proposed service is expressly subject to: (i) the approval of the Federal Energy Regulatory Commission of the Stipulation and Agreement to be filed on or before October 31, 1987 in Florida Gas Transmission Company, Docket Nos. CP68-179-006, et al. (Stipulation and Agreement); and (ii) receipt by FGT 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 FGT and Buyer, and shall be final and no longer subject to appeal; provided, however, that FGT at its option may elect to waive the condition that the approvals be no longer subject to appeal. 00 rUt4.H,t ~,' " , '01. 26 O~I( I I til;'".; , .~ . , , ..".... An ENR~N Affiliate If:',.-, I~.'( ',-, f.(J.I , , 1'1' ",,",-- iO .{ ", I I 1 City of Clearwater August 31, 1987 Page 2 Upon satisfaction of the above conditions, FGT and Buyer hereby agree to terminate all existing Service Agreements under Rate Schedule I and to execute, within one hundred and twenty (120) days of the effective date of the Stipulation and Agreement, a mutually agreeable new Service Agreement, in the form attached hereto, under revised Rate Schedule I, as attached hereto, for the level of preferred interruptible service described above. In the event that all requisite approvals which may be necessary to effectuate the proposed service pursuant to this letter agreement are not granted in satisfactory form on or before December 31, 1988, then at such time or at any time thereafter prior to the receipt of such requisite approvals, FGT or Buyer may cancel this letter agreement by giving the other party ten (10) days' prior written notice thereof. If the foregoing sets forth our indicate your acceptance and agreement returning two (2) executed copies of this understanding, please hereto by signing and letter agreement to us. Very truly yours, FLORIDA GAS TRANSMISSION COMPANY WILEY M. CAUTHEN Vice President, Marketing Attachment ACCEPTED AND AGREED TO this day of , 1987 CITY OF CLEARWATER By: Title: 01:26 I Countersigned: Approved as to form and correctness: ~~ / U / City Attorney I CITY OF CLEARWATER, FLORIDA Attest: ~'-\k~. ,J:.t ,0, '" City Clerk I I FLORIDA GAS TRANSMISSION COMFANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 12 RATE SCHEDULE I PREFERRED INTERRUPTIBLE SERVICE 1. AVAILABILITY: This Rate Schedule is available for the purchase from Florida Gas Transmission Company (hereinafter called "Seller") of natural gas by any gas distributing agency (hereinafter called "Buyertl): (a) which purchases natural gas under contract from Seller under Rate Schedule G; and (b) which has an executed Service Agreement with Seller for service under this Rate Schedule. 2. APPLICABILITY AND CHARACTER OF SERVICE: This Rate Schedule shall apply to gas delivered under the executed Service Agreement for service under this Rate Schedule. Deliveries hereunder are of qas for resale to qualified individual commercial or industrial consumers as specified in Section 8 of this Rate Schedule. Service rendered under this Rate Schedule shall be subject to curtailment or interruption at any time in accordance with Priority of Service provisions con- tained In Section 8 (Force Majeure), Section 9 (Priority of Service--Gas Supply), and Section 9A (Priority of Service--Pipellne Capacity) of the General Terms and Conditions. 3. RATE: 3.1 Rate: The unit rate is the charge per therm of natural gas delivered during the month. The applicable unit rate is set forth in the currently effective Sheet No. 8 of this Tariff, First Revised Volume No.1 and is hereby incorporated herein. Purchased Gas Cost Adjustment: The unit rate 1s subject to adjustment for the cost of purchased gas pursuant to Section 15 of the General Terms and Con- ditions of 'this Tariff, First Revised Volume No. 1. 4. MINIMUM BILL: None. Issued by: Effective: Issued on: I I FLORIDA GAS TRANSMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 13 RATE SCHEDULE I (Continued) 5, MAXIMUM DAILY QUANTITY: (a) The Maximum Oa11y Quantity (IIMDQ") shall be the maximum quantity of natural gas, expressed in therma, that Seller is physically capable of delivering during anyone day, subject to Sections 9 and 9A of the General Ierms and Condi- tions J through its metering facilities to Buyer for resale and that Buyer is entitled to receive at the Point(s) of Delivery set forth in the executed Service Agreement for service under this foregoing- Rate Schedule. (b) In addition to the limitation imposed by paragraph (8) of this Section 5, the maximum quantity of gas, expressed 1n therms, that Seller shall deliver to Buyer under this Rate Schedule I on any day 151 further limited to the quantity of gas received by Buyer for resale to qualified commercial and industrial consumers, defined below, as determined in accordance with Section 18 of the General Terms and Conditions. 6. ANNUAL VOLUMETRIC ENTITLEflENT: (8) The Annual Volumetric Entitlement shall be the largest quantity of gas, expressed in therms, which may. be delivered to Buyer under the terms and conditions of this Rate Schedule during anyone Service Year, subject to the availability of adequate gas supplies and pipeline capacity to enable Seller to deliver such quantities in accordance with Sections 9 and 9A of the General Terms and Conditions. The Annual Volumelric Entitlement for each Buyer shall be set forth in the executed Service Agreement for this Rate Schedule. (b) In addition to the limitation imposed by paragrsph (a) of this Section 6, the maximum quantity of gas, expressed. in therms, that may be delivered to Buyer under the terms and conditions of this Rate Schedule I during anyone Service Year is further limited to the quantity of gas received by Buyer for resale to qualified commercial and industrial consumers, defined below, as determined in accordance with Section 18 of the General Terms and Conditions. 7, REDUCTION AND CONVERSION OF SERVICE: Refer to Section 13.4 and Section 16A of the General Terms and Conditions. 8. QUALIFIED COMMERCIAL AND INDUSTRIAL CONSUMERS: A commercial or industrial consumer to be served by Buyer with gas purchased under this rate schedule shall meet the fOllOWing qualifications: Issued by: Effective: Issued on: I I FLORIDA GAS TRANSMISSION COMPANY F.E.R.C. GAS,TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 13A RATE SCHEDULE I (Continued) (al The individual commercial or industrial consumer shall use gas 1n volumes of 100 therms or more per day; its usage shall be suitable for the interruption of the gas supply when necessary or the customer shall provide adequate standby alternate fuel facilities. (bJ For the purpose of this rate schedule, the term "Industrial Consumerl' shall mean a consumer who uses gas for any purpose in an establishment whose major function 1s to create or change raw or unfinished material into another form or product, or such otber definition as the Federal Energy Regulatory Commis- sion or successor thereto may specify in conformance with the provisions of the Natural Gas' Actw Such establishments shall, among others, specifically include, but not be limited to, electric generating plants, packing plants, cement plants, dehydration plants, factories, brick kilns, breweries, malting plants, distilleries, paper plants, building material plants, creamery and food processing plants, sugar, flour and cereal mills, glass plants, smelters, citrus and chemical plants, and refineriesw (c) For the purpose of this rate schedule, the term "Commercial Consumer II shall be a consumer who is engaged primarily in the sale of goods or services including institutions and local, state and federal government agencies for uses other than those inVOlVing manufacturing or electric power generation or such other definition as may be established by the FERC or successor thereto. For the purpose of this rate schedule only, the term "Commercial Consumer" specifi- cally excludes apar~ents, condominia, nursing homes, restaurants, cafeterias, direct-fired space beating equipment and direct-fired COOking equipment. Issued by: Effective: Issued on: I I FLORIDA GAS TRANSMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 14 RATE SCHEDULE I (Continued) 9. NOTICE BY BUYER TO SELLER OF CERTAIN CONSUMERS: Nithin thirty (30) days of the initial effective date of this tariff sheet, Buyer shall supply to Seller and keep current a list of consumers with total gas requirements in excess of five hundred (500) therms per day whom it serves with gas purchased under this Rate Schedule. Buyer shall advise Seller of any changes in customers or customers' requirements contained on the above referenced list. Such list shall identify for each such consumer: (1) the name and location; (11) the priority classification as determined under Section 9 of the General Terms and Conditions and approved by the FERC; (iii) the purpose or purposes for which the gas 1s to be used; (Iv) estimates of requirements by peak hour, maximum daily, monthly and annual; and (v) a deScription of standby facilities to be used during interruptions or curtailments of gas deliveries. 10. DETERMINAT ION OF DELIVERIES: Refer to Section 18 of the General Terms and Conditionsw n. CURTAILMENT NOTICES: Whenever curtailment of gas delivered hereunder is required, Seller shall issue a curtailment order to Buyer in accordance with the procedures set forth in Section 9 and/or Section 9A, as applicable, of the General Terms and Conditions. To the extent possible a curtailment order with respect to customers under this Rate Schedule shall be issued at least two hours in advance of its effective time, provided however, that if curtailment or interruption is occasioned by an event of force. majeure affecting the Seller's system (as provided in Section 8 of the General Terms and Conditions), Seller shall give only such notice as is practi- cable in the circumstances. 12. AUTHORIZED OVER~RUN GAS: Any quantities of gas delivered to Buyer under this Rate Schedule during any Service Year In excess of Buyer's Annual Volumetric Entitlement, less any cumula- tive curtailments ordered under this Rate Schedule by Seller for such Service Year, shall be considered over-run gas. (a) Buyer may without penalty purchase over-run gas during any Service Year; prOVided, that total deliveries to Buyer, including deliveries of over-run , . Issued by: Effective: Issued on: I I FLORIDA GAS TRANSMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 14A RATE SCHEDULE I (Continued) gas, under Rate Schedule G and this Rate Schedule do not exceed 105\ of Buyer's Total Resale Annual Entitlement. For purposes hereof, Buyer's Total Resale Annual Entitlement equ,als the sum of Buyer's Maximum Annual Contract Quantity under Rate Schedule G, plus Buyerl s Annual Volumetric Entitlement under this Rate Schedulee (b) Any over-run gas delivered 1n excess of the quantities described 1n {al above, shall be considered unauthorized over-run gas subject to Section 13 below. (c) Over-run gas shall he curtailed 1n accordance with the provisions of Section 9 (Priority of Service--Gas Supply) and Section 9A (Priority of Servlce--Plpel1ne Capacity). 13. UNAlJTIIORIZED OVER-RUN GAS: Refer to Section 17 of the General Terms and Conditions. 14. MEASUREMENT BASE: See Section 4 of the General Terms and Conditions. 15. GENERAL TERMS AND CONDITIONS: All of the General Terms and Conditions are applicable to this Rate Schedule and are hereby made a part hereof. Issued by: Effective: Issued on: - I I FLORIDA GAS TRANSMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 62 FORI! OF SERVICE AGREEMENT FOR PREFERRED LNTERRUPTIBLE SERVICE THIS AGREEMENT entered into this _____ day of , 19___, by and between Florida Gas Transmission Company, a corporation of the State of Delaware (herein called "Seller") and (herein called "Buyer") HIT N E SSE T H : WHEREAS, Buyer has certain individual commercial and industrial customers within its service area who desire to ~btaln gas from Buyer for their own use, and Buyer desires to purchase such gas from Seller for resale to such commercial or industrial customers, and WHEREAS, Seller 1s willing to sell and ,deliver natural gas to Buyer, NOW, THEREFORE, Seller and Buyer agree as follows: ARTICLE 1 Quanti ties 1~ The Maximum Daily Quantity ("MDQI') shall be the maximum quantity of natural gas, expressed in therms, that Seller is physically capable of delivering, subject to Sections 9 and 9A of the General Terms and Conditions of Seller's F~E~R~C~ Tariff, at the Issued by: Effective: Issued on: I I FLORIDA GAS TRJu1SMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 62A point(s) of delivery set forth In Article IV.of this Agreement. The MDQ under this Rate Schedule I shall be further limited as provided in Section 5(b) of Rate Schedule t. 2. The Annual Volumetric Entitlement shall be Thems per Service Year. This Annual Volumetric Entitlement shall be the largest quantity of gas that may be sold and delivered to Buyer for resale and use in its gas distribution business in the communities and areas supplied by Buyer during any Service Year under the terms and conditions of this Rate Schedule 1 at the point(s) of delivery set forth in Article 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 and JA of the General Terms and Conditions of Seller's F.E.R.C. Tariff. Buyer's right to the Annual Volumetric Entitlement under this Rate Schedule 1 shall be further limited as proyided in Section 6(b) of Rate Schedule I. 3. The Maximum Hourly Quantity shall be the maximum quantity that Seller is capable of delivering through its metering facilities at the delivery point/s set out in the Service Agreement/s between Buyer and Seller in anyone hour period, subject to the limitation set forth in Section 4.3 of this Agreement. Issued by: Effective: Issued on: I I FLORIDA GAS TRANSMISSION COMPANY F,E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 63 4. Buyer shall on request furnish Seller estimates of daily, monthly and annual 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 .estab- 11shed under Seller's Rate Schedule I as filed with the Federal Energy Regulatory Commis- slon ,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 o~ file with the Federal Energy Regulatory Commission (as the same may hereafter be legally amended or superseded) I all of which are made a part hereof by this reference. ARTICLE III Term of Agreement This Agreement shall be effective on and shall continue in effect until and thereafter from year to year unless and until terminated either by Seller or by Buyer upon twelve (12) month's prior written notice to the other speci- fying a termination date at the end of such period or any yearly period thereafter. It 1s 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 . Issued by: Effective: Issued on: I I FLORIDA GAS TRANSMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 64 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 1s shown to be the result of negligence or misfeasance by Seller. ARTICLE IV Point of Delivery 1. The Point(s) of Delivery for all natural gas purchased under this agreemen~ shall be at the PoiDt(S) of Delivery set forth in Exhibit A attached hereto. 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 and 9A of the General Terms and Condi- tions of Seller's F.E.R.C. Tariff. 3. The Maximum Hourly Quantity at Bny point of delivery shall be the maximum quantity that Seller is physically capable of delivering during any h~r ~hrough its metering facili~ies at such point, subject to Sections 9 and 9A of the General Terms and Conditions, provided that such quantity shall not exceed six percent of the maximum daily quantity for such point as set forth in Exhibit A attached hereto. No more than the Maximum.Hourly Quantity may be delivered to Buyer during any hour. Issued by: Effective: Issued on: I I FLORIDA GAS TRANSMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 64A 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 44 Winter Park, Florida 32790 Attention: Vice-President, Marketing Buyer: PAYMEIIr BY WIRE TRANSFER: Seller: Florida Gas Transmission Company NCNB National Bank Account No. 001658806 Charlotte, North Carolina Buyer: . Issued by: Effective: Issued on: I , FLORIDA GAS TRANSMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 65 ARneLE VI Miscellaneous 1. Seller shall have the unilateral right to file with the appropriate regulatory authority and make changes effective in (a) the rates and charges applicable to this Rate Schedule, (b) the Rate Schedule pursuant to which service is provided, or (c) any provisions of the General Terms and Conditions applicable to this Rate Schedule. Seller agre~s that Buyer may protest or contest the aforementioned filings, or may seek authori- zation from duly ,constituted regulatory authorities for such adjustment of Seller's existing FERC Gas Tariff as may be found necessary to assure that the provisions in (a~J (b) or (c) above are just and reasonable. 2. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 3. No waiver by either party of anyone or more defaults by the other in the performance of any provision of this Agreement shall operate or be construed as a waiver of any future default or defaults of a like or a different character. 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: Issued by: Effective: Issued on: I I FLORIDA GAS TRANSMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 6SA IN WITNESS WHEREOF the parties hereto have executed this Agreement by their duly authorized officials on the dates set forth below. FLORIDA GAS TRANSMISSION COMPANY BUYER: By By Title Title ATTEST: ATTEST: Assistant Secretary Secretary Date . Issued by: Effective: Issued on: ~ I FLORIDA GAS TRANSMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 65B Exhibit A Preferred Interruptible Service Agreement Between Florida Gas Transmission Company and Dated , 19_ Points of Delivery Description of Point of Delivery Issued by: Effective: Issued on: