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EXHIBIT 10.1
FOR INTERNAL USE ONLY
Request No. 120725
Contract No. 107033
Legal Entity No. 4084
DUNS No. 6924427
FORM OF SERVICE AGREEMENT
Applicable to Agreements Executed After April
1, 2002
Firm Transportation Service – Market
Area
FTS-2
THIS AGREEMENT entered into this 1st day of November,
2007, by and between Florida Gas Transmission Company, LLC, a
corporation of the State of Delaware (herein called "Transporter"),
and FLORIDA PUBLIC UTILITIES COMPANY (herein called
"Shipper"),
W I T N E S S E T H
WHEREAS, Shipper is interested in obtaining firm transportation
service from Transporter and Transporter is willing to provide firm
transportation service to Shipper; and
WHEREAS, 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:
1.1
The term "Rate Schedule FTS-2" shall mean Transporter's Rate
Schedule FTS-2 as filed with the FERC and as may be changed and
adjusted from time to time by Transporter in accordance with
Section 4.2 hereof or in compliance with any final FERC order
affecting such rate schedule.
1.2
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.
1.3
[Deleted – Not Applicable]
1.4
[Deleted – Not Applicable]
ARTICLE II
Quantity
2.1
The Maximum Daily Transportation Quantity ("MDTQ") is set forth
on a seasonal basis, and by Division if applicable, on Exhibit B
attached hereto as the same may be amended from time to time. The
applicable MDTQ shall be the largest daily quantity of gas
expressed in MMBtu, that Transporter is obligated to transport and
make available for delivery to Shipper under this Service Agreement
on any one day.
2.2
Upon the effective date, Shipper may tender natural gas for
transportation to Transporter 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 ("MDQ") specified for each receipt point as set out on
Exhibit A, plus
Transporter's fuel, if applicable, and to transport and make
available for delivery to Shipper at each Delivery Point specified
on Exhibit B, up to the amount scheduled by Transporter less
Transporter's fuel, if applicable (as provided in Rate Schedule
FTS-2), provided however, that Transporter shall not be required to
accept for transportation and make available for delivery more than
the MDTQ on any day.
ARTICLE III
Payment and Rights in the Event of
Non-Payment
3.1
Upon the commencement of service hereunder, Shipper shall pay
Transporter, for all service rendered hereunder, the rates
established in Article IV herein.
3.2
Termination for Non-Payment. In the event Shipper fails to pay
for the service provided under this Agreement, pursuant to the
conditions set forth in Section 15 of the General Terms and
Conditions of Transporter's FERC Gas Tariff, Transporter shall have
the right to suspend or terminate this Agreement pursuant to the
conditions set forth in said Section 15.
ARTICLE IV
Rates and Terms and Conditions of
Service
4.1
This Agreement in all respects shall be and remain subject to
the provisions of Rate Schedule FTS-2 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.
4.2
Transporter shall have the unilateral right to file with the
appropriate regulatory authority and seek to make changes in (a)
the rates and charges applicable to its Rate Schedule FTS-2, (b)
Rate Schedule FTS-2 including the Form of Service Agreement and the
existing Service Agreement pursuant to which this service is
rendered; provided however, that the firm character of service
shall not be subject to change hereunder by means of a Section 4
Filing by Transporter, and/or (c) any provisions of the General
Terms and Conditions of Transporter's Tariff applicable to Rate
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.
4.3
[Deleted – Not Applicable]
4.4
[Deleted – Not Applicable]
ARTICLE V
Term of Agreement
5.1
This Agreement shall become effective upon the date first
written above and shall continue in effect 02/29/2016.
5.2
In the event the capacity being contracted for was acquired
pursuant to Section 18.C.2 of Transporter's Tariff, then this
Agreement shall terminate on the date set forth in Section 5.1
above. Otherwise, in accordance with the provisions of Section 20
of the General Terms and Conditions of Transporter's Tariff,
Shipper has elected Roll-over Option and upon the expiration of the
primary term and any extension or roll-over, termination will be
governed by the provisions of Section 20 of the General Terms and
Conditions of Transporter's Tariff.
5.3
For a Shipper in the business of generating and distributing
electricity and who sign a Service Agreement with a term of twenty
(20) years or more, in the event of the enactment of any statute or
the issuance of any order, rule, or regulation by state or federal
governmental authority that changes the electric market structure
in the State of Florida, Shipper shall have the right, upon three
(3) years prior written notice to Transporter, to terminate that
portion of the firm quantity provided for in Shipper's Service
Agreement utilized for electric generation at any time after the
tenth anniversary of the commencement of the primary term of the
Shipper's Service Agreement.
5.4
Shipper may buy out of a Service Agreement fo
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