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FLORIDA GAS TRANSMISSION COMPANY (LETTER) ~ l . A-'\ Florida Gas Transmission Company p, 0, Box 44 Winter Park, Florida 32790 13051646-1100 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 firm sales service which FGT proposes to render on behalf of Buyer under a revised Rate Schedule G, also attached hereto. FGT proposes to provide Buyer firm sales service under Rat-e Schedule G of up to a Maximum Annual Contract Quantity of 11,499,000 therms and up to a seasonal Maximum Daily Contract Quantity of 100,000 therms per day for the period of October through April and 40,560 therms per day for the period of May through September of any Service Year. 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 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 by 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. r1 ;1 ' TL4lA-) CO., ll,..,l 03,26 CJ~ 'I" ii', -.' . till { I ' ,II',}' .,' y_':"J ; ,,-',,- ""', ! - /, ,), ~) / ..,)..~! I An ENR~N Affiliate .1,' ---',.-" . . ;r- .~ ~ I , 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 G and to execute, within one hundred 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 G, as attached hereto, for the level of firm 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 \'lILEY M. CAUTHEN Vice President, Marketing Attachment ACCEPTED AND AGREED TO this day of , 1987 CITY OF CLEARWATER By: Title: 03:26 . ,< I Approved as to form and correctness: ~- City Attorney I CITY OF CLEARWATER, FLORIDA By: J:1'\*ot,<, "'l'"f'\ Attest: ~~[ ,t\.,~},,,._ City Clerk , I , .' FLORIDA GAS TRANSMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 10 RATE SCHEDULE G GENERAL SERVICE 1. AVAILABILITY: This Rate Schedule 1s available for the purchase ftom Florida Gas Transmission Company (hereinafter called "SelleI'll) of natural gas by any gas distributing agency (hereinafter called "Buyer") ....here: (8) capacity exists to provide such service; (b) Buyer will take delivery of gas at such delivery points as may be agreed to from time to time and set out in the Service Agreement between Buyer and Seller; and (e) Buyer 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. Delivery of natural gas under this Rate Schedule shall be subject to curtail- ment or interruption provided in Section 8 (Force Majeure) Section 9 (Priority of Service--Gas Supply); and Section 9A (Priority of Service--Pipeline 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 is subject to adjustment for the cost of purchased gas pursuant to Section 15 of the General Terms and Conditions of this Tariff, First Revised Volume No.1. 4. MINIMUM BILL: The annual Minimum Bill shall be calculated for each contract year and shall be the minimum annual quantities as shown in Section 16 of the General Terms and Condi- tions multiplied by the weighted average price billed by Seller to Buyer under this rate schedule during such year less the component thereof applicable to variable costs associated with gas not taken by Buyer. If, for any contract year, Buyer is Issued by: Effective: Issued on: . ~. t I FLORIDA GAS TRANSMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. lOA RATE SCHEDULE G (Continued) required to pay for gas not taken durlng'said contract year, then and in that event Buyer shall be entitled to receive delivery from Seller of such gas paid for but not taken at any time within the next ensuing contract year after the minimum Annual Quantity for said ensuing contract year has been taken and paid for. Buyer shall pay for each them of make-up gas delivered ,by. Seller to Buyer, the difference between the average price billed by Seller to Buyer during the contract year when the gas was made up, and the weighted average price billed by Seller to Buyer during the contract year when the make-up right was incurred less the component thereof applicable to variable costs associated with gas not taken by Buyer. 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. 11 RATE SCHEDULE G (Continued) 5. DETERMINATION OF DELIVERIES: Refer to Section 18 of the General Terms and Conditions. 6. MAXIMUM DAILY CONTRACT QUANTITY: The Max1.mum Dally Contract Quantity (IIMOCQ'tl, shall be the largest quantity of natural gas, expressed in thems, that Seller 1s obligated to deliver to Buyer during anyone day under this Rate Schedule. The MDCQ for each Buyer shall be set forth in the executed Service Agreement for this Rate Schedule. 7. MAXIMUM ANNUAL CONTRACT QUANTITY: The Maximum Annual Contract Quantity shall be the largest quantity of gas, expressed in therms, that Seller 1s obligated to deliver to Buyer during anyone Service Year under this Rate Schedule. The Maximum Annual Contract Quantity for each Buyer shall be set forth in the executed Service Agreement for this Rate. Schedule. 8. REDUCTION AND CONVERSION OF SERVICE: Refer to Section 13.4 and Section 16A of the General Terms and Conditions. 9. AIITHORIZED OVER-RUN GAS: Any quantities of gas in excess of Buyer's MDCQ delivered to Buyer under this Rate Schedule during any day on which Seller has not issued a curtailment order to Buyer under this Rate Schedule, or any quantities delivered to Buyer under this Rate Schedule in any Service Year in excess of Buyer's Maximum Annual Contract Quantity, less any cumulative 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 on any day on which Seller has not issued a curtailment order; provided that total deliveries of gas, including such over-run gas, do not exceed 105\ of Buyer's MDCQ; and provided, further that deliveries of such over-run gas will ~ot impair Seller's ability to perform its firm sales and transportation service obligations to other customers. (b) Buyer may without penalty purchase over-run gas during any Service Year; provided that deliveries of such over-run gas will not impair Seller's ability to perform its firm sales and transportation service obligations to other customers; and provided, further that total deliveries to Buyer, including deliveries of over-run gas, under this Rate Schedule and, if applicable, Rate Schedule I do not exceed 105\ of Buyer's Total Resale Annual Entitlement. For 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. ilA RATE SCHEDULE G (Continued) purposes hereof, Buyer's Total Resale Annual Entitlement equals the sum of Buyer's Maximum Annual Contract Quantity under this Rate Schedule, plus, if applicable, Buyer's Annual Volumetric Entitlement, under Rate Schedule I. (c) Any over-run gas delivered in excess of the quantities described in paragraphs (a) and (bl above shall be considered unauthorized over-run gas subject to Section 10 below. (d) Over-run gas shall be curtailed in accordance with the prOVisions of Section 9 (Priority of Service--Gas Supply) and Section 9A (Priority of Service--Pipeline Capacity) . 10. UNAUTHORIZED OVER-RUN GAS: Refer to Section 17 of the General Terms and Conditions. 11. HOURLY DELIVERIES: Refer to Section 20.2 of General Terms and Conditions. 12 . MEASUREMENT BASE: See Section 4 of the General Terms and Conditions. 13. NOTICE BY BUYER TO SELLER OF CERTAIN CONSUMERS: Witllin 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 (SOO) therms per day whom it serves with gas purchased under this Rate Schedule. Buyer shall advise Seller of any changes in the customers or customers' requirements contained on the above-referenced,list. Such list shall identify for each such consumer: (i) the name and location; (ii) 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 is to be used; (lv) estimates of requirements by peak hour, maximum daily, monthly and annual; and (v) a description of standby facilities to be used during inter- ruptions or curtailments of gas deliveries. 14. 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 , FLORIDA GAS TRANSMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 58 FORM OF SERVICE AGREEMENT FOR GENERAL 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 uSuyer") WIT N E SSE T H : WHEREAS, Buyer wishes to purchase natural gas from Seller 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 Oa11y Contract Quantity ("MDCQ") shall be therms per day for each day during the months of October through April, and , therms per day for each day during the months of May through September. 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 any one ~ay under this Rate Schedule G at the Point(s) of Delivery set forth in Article IV of this Agreement~ 2. The Maximum Annual Contract Quantity shall be Therms per Service Year. This Maximum Annual Contract Quantity shall be the largest quantity of gas that Seller is Issued by: Effective: Issued on: .', ~ I , FLORIDA GAS TRANSMISSION COMPANY F,E,R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 58A 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 any Service Year under this Rate Schedule G at the Point(s) of Delivery set forth in Article IV of this Agreement. ). 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.) of this Agreement. 4. Buyer shall on request furnish Seller estimates of daily, monthly and annual gas requirements as far in advance as reasonably possible. Issued by: Effective: Issued on: ~ .' , I FLORIDA GAS TRANSMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 59 ARTICLE II Rate Schedule 1. Buyer shall pay Seller, for all service rendered hereunder, the prices estab- lished under Seller's Rate Schedule G as filed with the Federal Energy Regulatory Cornmis- sian 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 ~aid 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 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 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 s~all not hold Seller liable in damages or otherwise for extending the term of any agreement, or for any volumes of gas which customer 1s 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. Issued by: Effective: Issued on: .. .~ ~- I , FLORIDA GAS TRANSMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 60 ARTICLE IV Point(s) of Delivery 1. The Point(s) of Delivery for all natural gas purchased under this agreement shall be at the Points of Delivery as set forth in Exhibit A attached hereto. 2. The maximum daily Quantity at any Point of Delivery shall be the quantity (in therms) set forth in Exhibit A attached hereto. The aggregate of the maximum daily quantities for all Point(s) of Delivery set forth on Exhibit A 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. 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, whether under Rate Schedule G or FTS-l, but shall not exceed six percent of the maximum daily quantity for such delivery point as set forth in Exhibit A attached hereto. Seller shall have no obligation during any hour to deliver more than the Maximum Hourly Quantity. ARTICLE V I 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. Issued by: Effective: Issued on: . 1 1 FLORIDA GAS TRANSMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 60A ADMINISTRATIVE MATTERS: Seller: Florida Gas Transmission Company P. O. Box 44 Winter Park, Florida 32790 Attention: Vice-President-Marketing Buyer: PAYMENT BY WIRE TRANSFER: Seller: Florida Gas Transmission Company NCNB National Bank Account No. 001658806 Charlotte, North Carolina Buyer: , ARTICLE VI Miscellaneous 1. The interpretation and perfoIlJlance of this Agreement shall be in accordance with the laws of the State of Florida. 2. Seller shall have the unilateral right to file with the appropriate regulatory authority and make changes .effective in (~) 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 agrees 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 1n (a), (b) or (c) above are just and reasonable. 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. 61 3. Ibis Agreement shall bind and benefit the successors and assigns of the respec- tive 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: 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 Ii tie Title ATTEST: ATTEST: Secretary Assistant 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. 61A Exhibit A To General Service Agreement Between Florida Gas Transmission Company and Dated , 19_ Points of Delivery Description of Point of Delivery October-April Maximum Daily Quantity (Therms) May-September Maximum Daily Quantity (Therms) Issued by: Effect i ve: Issued on: , __J ~, ,~ " i I Florida Gas Transmission Company p, 0, Box 44 Winter Pork, Florida 32790 (3051646-1100 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) 1 and (ii) receipt by FGT of all other approvills 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 1 provided, however, that FGT at its option may elect to waive the condition that the approvals be no longer subject to appeal. 01:26 An ENR~N Affiliate " 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 Ra te Schedule I and to execute, wi thin 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: Mayor-Commissioner Approved as to form and correctness: City Attorney I CITY OF CLEARWATER, FLORIDA By: City Manager Attest: City Clerk " " 1 I FLORIDA GAS TRANSMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 12 RATE SCHEDULE I PREFERRED INTERRUPrIBLE SERVICE 1. AVAILABILITY: This Rate Schedule is available for the purchase from Florida Gas Transmission Company (hereinafter called 115el1erll) of natural gas by any gas distributing agency (hereinafter called "Buyer"): (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 a 2. APPLICABILITY AND CHARACTER OF SERVICE: This Rate Schedule shall apply to gas delivered under the executed Service Agreement for service under this Rate Schedule4 Deliveries hereunder are of gas 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 B (Force Majeure), Section 9 (Priority of Service--Gas Supply), and Section 9A (Priority of Servlce--Pipeline Capacity) of the General Terms and Condltions~ 3. RATE: 3.1 Rate: The unit rate is the charge per therm of natural gas delivered during the mon th. 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 is 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~ l~ 4. MINIMUM BILL: None. Is sued 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 RAIE SCHEDULE I (Continued) 5, MAXIMUM DAILY QUANTITY: (a) The Maximum Daily Quantity (lIMDQ") shall be the maximum quantity of natural gas, expressed in therms, that Seller is physically capable of delivering during anyone day, subject to Sections 9 and 9A of the General Terms and Condi- tions, through its metering facUlties 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 (a) of this Section 5, the maximum quantity of gas, expressed in therms, that Seller shall deliver to Buyer under this Rate Schedule I on any day 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. 6. ANNUAL VOLUMETRIC ENIULEMEN'I: (a) 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 Tenus and Conditions. The Annual Volumetric 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 paragraph (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, REDUCIION AND CONVERSION OF SERVICE: Refer to Section 13.4 and Section 16A of the General Terms and Conditions. B. QUALIFIED COMMERCIAL AND INDUSIRIAL 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 AATE SCHEDULE I (Continued) (a) The individual commercial or industrial consumer shall use gas in volumes of lOa 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. (b) For the purpose of this rate schedule, the term "Industrial Consumer" shall mean a consumer who uses gas for any purpose in an establishment whose major function is to create or change raw or unfinished material into another form or product, or such other definition as the Federal Energy Regulatory Commis- sion or successor thereto may specify in conformance with the provisions of the Natural Gas' Act. 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 Dlants, distilleries, paper plants, building material plants, creamery and food processing plants, sugar, flour and cereal mills, glass plants, smelters, citrus and chemical plants, and refineries. (c) For the purpose of this rate schedule, the term "Commercial Consumer" 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 Consumerll specifi- cally excludes apartments, condominia, nursing homes, restaurants, cafeterias, direct-fired space beating equipment and direct-fired cooking equipment. Issued by: Effective: Issued on: 'r_ :' 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: Within 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: (i) the name and location; (1i) the priority classification as determined under Section 9 of the General Terms and Conditions and approved by the FERC; (lli) the purpose or purposes for which the gas is 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. DETERMINATION OF DELIVERIES: Refer to Section 18 of the General Terms and Conditions. 11. 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 Seller1s 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. tal 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' 5 Maximum Annual Contract Quantity under Rate Schedule G, plus Buyerls Annual Volumetric Entitlement under this Rate Schedule. (b) Any over-run gas delivered in excess of the quantities described in (a) above, shall be considered unauthorized over-run gas subject to Section 13 below. (c) Over-run gas shall be curtailed 1n accordance with the provisions of Section 9 (Priority of Servlce--Gas Supply) and Section 9A (Priority of Service--Plpe1ine Capacity). 13. UNAUTHORIZED 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 INTERRUPTIBLE SERVICE THIS AGREEMENT entered into this _____ day of , 19___, by and between Florida Gas Transmission Company, a corporation of the State of Delaware (here!n called "Seller") and (herein called UBuyer") WIT N E SSE T H : WHEREAS, Buyer has certain individual commercial and industrial customers within its service area who desire to obtain gas from Buyer for their own use, and Buyer desires to purchase such gas from Seller for resale to such commercial or industrial cus€omers, and WHEREAS, Seller 1s 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 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 TRfu~SMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 62A point(s) of delivery set forth 1n Article IV'of this Agreement. The MDQ under this Rate Schedule I shall be further limited as provided in Section S(b) of Rate Schedule I. 2. The Annual Volumetric Entitlement shall be Iherms 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 polnt(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 ,9A 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 1imi ted 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 periodt subject to the limitation set forth in Section 4.3 of this Agreement. Issued by: Effective: Issued on: . I , FLORIDA GAS TRANSMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 63 4e Buyer shan on request furnish Seller estimates of daily, monthly and annual gas requirements as far in advance as reasonably possible. ARTICLE I! Rate Schedule 1. Buyer shall pay Seller, for all service rendered hereunder, the prices estab- lished 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), all of which are made a part hereof by this reference. ARTICLE II! 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- Eying 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 . 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 is shown to be the result of negligence or misfeasance by Seller. ARIICLE IV Point of Delivery 1. The Point(s) of Delivery for all natural gas purchased under this a8reemen~ shall be at the Point(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 Cood!. tions of Seller's F.E.R.C. Tariff. 3. The Maximum Hourly Quantity at any point of delivery shall be the maximum quantity that Seller 1s physically capable of delivering during any h~ur ~hrough its metering facilities 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 MaxLmum 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: PAYMENT 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 ARl:ICLE VI Miscellaneous 1. Seller shall have the unilateral right to file with the appropriate regulatory authority and make changes effective 1n (a) the rates and charges applicable to this Rate Schedule, (b) the Rate Schedule pursuant to which service 1s 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~ zatlon from duly constituted regulatory authorities for such adjustment of Seller I s existing FERC Gas Tariff as may be found necessary to assure that the provisions in (a~, (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 , FLORIDA GAS TRANSMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO. 1 Proforma Sheet No. 65A IN WITNESS WHEREOF the parties hereto have executed this Agreement hy their duly authorized officials on the dates set forth belowa FLORIDA GAS TRANSMISSION COMPANY BUYER: By By Title Title ATTEST: ATTEST: Assistant Secretary Secretary Date I Issued by: Effective: Issued on: ~ j . I , FLORIDA GAS TRANSMISSION COMPANY F.E.R.C. GAS TARIFF FIRST REVISED VOLUME NO, 1 Proforma Sheet No. 65B Exh1bi t 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: