PARTIAL REQUIREMENTS SERVICE AGREEMENT BETWEEN TAMPA ELECTRIC COMPANY AND CITY OF ST. CLOUD, FLORIDA, UNDER WHOLESALE REQUIREMENTS TARIFF

Transcription

1 Tampa Electric Company PARTIAL REQUIREMENTS SERVICE AGREEMENT BETWEEN TAMPA ELECTRIC COMPANY AND CITY OF ST. CLOUD, FLORIDA, UNDER WHOLESALE REQUIREMENTS TARIFF

2 Tampa Electric Company Original Sheet No. 1 TABLE OF CONTENTS TAMPA ELECTRIC COMPANY AGREEMENT FOR PARTIAL REQUIREMENTS ELECTRIC SERVICE FOR RESALE TO THE CITY OF ST. CLOUD, FLORIDA, UNDER RATE SCHEDULE AR-1WHOLESALE REQUIREMENTS TARIFF SECTION 1 - AGREEMENT FOR PURCHASE AND SALE SECTION 2 - AVAILABLE POINTS OF DELIVERY SECTION 3 - CHARGES, RATES, AND TERMS AND CONDITIONS OF SERVICE (a) General (b) Amendments (c) Billing Determinants (d) Increases in Contract Demand (e) Hourly Scheduling of Energy (f) Inadvertent Transfer of Energy SECTION 4 - PROCUREMENT AND COSTS OF TRANSMISSION SECTION 5 - EFFECTIVE DATE SECTION 6 - TERM AND TERMINATION OF AGREEMENT SECTION 7 - ASSIGNMENT AND BENEFIT SECTION 8 - LIMITATION OF LIABILITY; RESPONSIBILITY AND INDEMNIFICATION SECTION 9 - DESIGNATED REPRESENTATIVE SECTION 10 - NOTICES SECTION 11 - WAIVERS SECTION 12 - ENTIRE AGREEMENT; HEADINGS SECTION 13 - COUNTERPARTS SECTION 14 - GOVERNING LAW SECTION 15 - CONTINUITY OF SERVICE; FORCE MAJEURE SECTION 16 - DEFAULT SECTION 17 - OPINION OF COUNSEL SECTION 18 - SPECIAL SERVICE AGREEMENT EXHIBIT A - DELIVERY POINTS

3 Tampa Electric Company Original Sheet No. 2 TAMPA ELECTRIC COMPANY AGREEMENT FOR PARTIAL REQUIREMENTS ELECTRIC SERVICE FOR RESALE TO THE CITY OF ST. CLOUD, FLORIDA, UNDER RATE SCHEDULE AR-1WHOLESALE REQUIREMENTS TARIFF THIS SERVICE AGREEMENT, made this 28 th day of October, 1993 [as amended on October 24, 1996, and October 1, 2010], by and between TAMPA ELECTRIC COMPANYTampa Electric Company, a Florida corporation (the "Company"), and the CITY OF ST. CLOUD, FLORIDACity of St. Cloud, Florida, a Florida municipal corporation (the "Customer"), W I T N E S S E T H : In consideration of their mutual representations, warranties and covenants, and intending to be legally bound, the parties hereto agree as follows. SECTION 1 - AGREEMENT OF PURCHASE AND SALE. Subject to the terms and conditions set forth herein, the ccompany agrees to sell and deliver to the ccustomer, and the Customer agrees to purchase and receive from the Company, that portion of its electric power and energy requirements set forth in SectionsECTION 3(c), (d) and (e) of this Service Agreement, said service to be hereinafter referred to as "Partial Requirements Resale Service.". This Service Agreement is not applicable to capacity or energy purchased under any contract for interchange service between the ccompany and the Customer. SECTION 2 - AVAILABLE POINTS OF DELIVERY. It is recognized that the Company and the Customer are currently indirectly electrically interconnected through the electric transmission facilities of others. Partial Requirements Resale Service shall be available from the Company to the Customer under the following two types of delivery:

4 Tampa Electric Company Original Sheet No. 3 (a) Indirect Delivery. As long as the Company and the Customer are interconnected only indirectly through the electric facilities of others, delivery of Partial Requirements Resale Service shall be available and delivered indirectly through the interconnecting transmission facilities of Florida Power Corporation ( FPC ) or other mutually agreed upon utilities, subject to the availability of wheelingtransmission and necessary ancillary services from such utilities ("Indirect Delivery"). (b) Direct Delivery. If and when the Company and the Customer are directly interconnected and during such periods of time that the direct interconnection(s) is(are) operational, and if mutually agreed to in writing, delivery of Partial Requirements Resale Service shall be available and delivered directly through such point or point(s) of direct interconnection as may be established between the Company and the Customer. All capacity and energy delivered during any hour under this Service Agreement shall be deemed to have been supplied to the aggregate of all delivery points with Florida Power CorporationFPC or other mutually agreed upon utilities, if Indirect Delivery is in effect, or to the aggregate of all direct delivery point(s) with the customer, if Direct Delivery is in effect, unless otherwise required by the Federal Energy Regulatory Commission ( FERC ) or its successor. SECTION 3 CHARGES, RATES, AND TERMS AND CONDITIONS OF SERVICE. (a) General. Service rendered hereunder shall be subject to the terms and conditions set forth in this Service Agreement, together with the terms and conditions (including without limitation the applicable rate provisions) set forth in the Company's Rate Schedule AR-1 Wholesale Requirements Tariff (the "Rate scheduletariff"), designated as contained in the Company's, FirstSecond Revised Volume No.1, or as the same may be amended from time to time or superseded pursuant to the filing and other provisions of

5 Tampa Electric Company Original Sheet No. 4 the Federal Power Act. The Rate ScheduleTariff is incorporated herein and made a part hereof. In the event that any provisions of the Rate ScheduleTariff are inconsistent with the provisions of this Service Agreement, the provisions of this Service Agreement shall control. (b) Amendments. The Rate ScheduleTariff and this Service Agreement (except for SectionsECTIONS 3(b), 3(c)(i), 3(d), 3(e), 4, 5, and 6 of this Service Agreement) may be amended or superseded from time to time by the Company by a rate filing in accordance with Section 1.8 of the Rate ScheduleTariff; provided, however, that no such filing (unless agreed to by the Customer in writing) shall be made without giving the Customer at least sixty (60) days prior written notice of the filing and the specific points addressed in the proposed changes, and provided further that no filing, which would cause the Demand Charge, Non-Fuel Energy Charge or customer charge to exceed the values stated in section 2.2 of the Rate Schedule, shall become effective until after December 31, Any change shall become effective if and when permitted under ssection 205 of the Federal Power Act or other applicable statute. Except as expressly provided above, nnothing in this Service Agreement shall be construed as affecting in any way the right of the Company to unilaterally make application to the Federal Energy Regulatory Commission ("FERC") or any successor agency thereto for a change in rates or in any other provision of this Service Agreement hereunder pursuant to Ssection 205 of the Federal Power Act and pursuant to the FERC's Rules and Regulations promulgated under the Federal Power Act. Nothing in this Service Agreement shall be construed as affecting in any way the rights of the Customer to make application under Ssection 206 of the Federal Power Act or to oppose or protest any Ssection 205 filing made by the Company; provided, however, that the Ccustomer shall neither make or support an application under Ssection 206 of the Federal Power Act, which would cause the Demand charge, Non-Fuel Energy Charge or Customer Charge to be reduced below the values stated in section 2.2 of the Rate Schedule until after December 31, 1995, or whichthat would cause an amendment to or superseding of Sections 3(b), 3(c)(i), 3(d), 3(e), 4, 5, or 6 of this Service Agreement. The parties hereto agree that the above cap on charges is just and reasonable under the current circumstances and reflects their expectations of what

6 Tampa Electric Company Original Sheet No. 4 would be just and reasonable under future conditions reasonably contemplated by them to occur through December 31, The cap on charges takes into account specific benefits that are achieved by the parties under this Service Agreement that are not otherwise available to the parties, and reflects the sharing of those benefits without undue discrimination against any current or future customer of the Company.

7 Tampa Electric Company Original Sheet No. 5 (c) Billing Determinants. Notwithstanding any portion of Section 2.2 of the Rate ScheduleTariff, the Customer's Billing Determinants for the Generation Capacity Demand Ccharge ( GCC ), the Non-Fuel Variable Cost ( NFVC ) Energy charge, and the Fuel and Purchased Power Energy Ccharge ( FPPC ) in any month shall be determined, as set forth below, in accordance with scheduled values rather than actual metered net values, and the difference between scheduled values and actual net values shall be classed as inadvertent transfer of energy and treated in accordance with SectionECTION 3(f) hereof. Terms used in defining the billing determinants are Scheduled Energy, Contract Demand and Billing Month, all as defined in this SectionECTION 3(c). (i) For the Demand ChargeGCC for Partial Requirements Resale Service For each calendar year or partial calendar year hereunder, the demand in kw for each Billing Month thereof ("Contract Demand") shall be determined from the following table:

8 Tampa Electric Company Original Sheet No. 6 For 1994 through kw For ,000 kw For ,000 kw For 1999 through 2012* 15,000 kw * (including any automatic extension of the Initial Term) (ii) For the Non-Fuel NFVC Energy Charge for Partial Requirements Resale Service The energy in kwh for the Non-Fuel Energy ChargeNFVC for each Billing Month shall be the higher of the Scheduled Energy for such Billing Month, or the Contract Demand for the Billing Month scheduled at a 40% load factor. (iii) For the Fuel Energy ChargeFPPC for Partial Requirements Resale Service The energy in kwh for the Fuel Energy ChargeFPPC for each Billing Month shall be the higher of the Scheduled Energy for such Billing Month, or the Contract Demand for the Billing Month scheduled at a 40% load factor. The term "Billing Month" shall mean for any invoice in the calendar month during which capacity and/or energy were provided. The "Scheduled Energy" for any Billing Month shall be the sum of the energy values scheduled for each hour of such month under SectionECTION 3(e) hereof. (d) Increases in Contract Demand. The Company agrees that at any one or more time(s) during the term of this Service Agreement, as defined in SectionECTION 6 hereof, the Customer may increase the Contract Demand, as set forth in SectionECTION 3(c)(i), by an additional amount or amounts not to exceed fifteen

9 Tampa Electric Company Original Sheet No. 7 megawatts (15,000 kw) in total, by providing the Company written notice six (6) months prior to the effective date of such increase in Contract Demand. Any such increase shall be requested by the Customer and approved by the ccompany in whole megawatt increments only, and shall remain in effect for a minimum period of one year, but in no event beyond the effective term hereof under SectionECTION 6, unless otherwise mutually agreed in writing by the parties. Subsequent to any such increase in Contract Demand, and following the minimum period of effectiveness for said increase in Contract Demand, the Customer, upon thirty (30) days' written notice, may decrease the Contract Demand by an amount or amounts not to exceed fifteen megawatts (15,000 kw) in total, provided, however, that under no circumstances will the resulting Contract Demand be less than the amount specified for each applicable calendar year in SectionECTION 3(c)(i). Increases in the Contract Demand exceeding the fifteen megawatt limit may be requested by the Ccustomer, and approved or declined at the sole discretion of the Company. The availability of any incremental increase in Contract Demand requested by the Customer under this Section 3(d) shall be subject to the Company's initial and continuing ability to procure firm transmission service for the incremental increase on the Company's transmission system and any third-party transmission system for the first year of such incremental increase and on a month-tomonth basis thereafter. (e) Hourly Scheduling of Energy. For each day during the effective term of this Service Agreement, the Customer's representative designated under SectionECTION 10 hereof shall notify the Company's representative designated under SectionECTION 10 hereof, by no later than 119:00 a.m. of the previous day, regarding the amount of forecasted scheduled energy, in whole megawatts, that the Customer expects to take for each clock hour of such day. The Customer shall provide Up to one (1)two (2) full hours advance notice prior to energy delivery to the Ccustomer., Tthe Customer shall either (1) commit to take its previously forecasted scheduled energy by taking no further action and adhering to the forecasted scheduled

10 Tampa Electric Company Original Sheet No. 8 energy, or (2) revise, by no more than plus or minus twenty-five percent (±25%) or five (5) MW, whichever is greater, the amount of forecasted scheduled energy that it wishes to take, but such revision shall not cause the forecasted scheduled energy to exceed the Contract Demand. Any revisions that increase the amount of scheduled energy shall be served by the Company only if the Ccompany has sufficient steam generation on line and operating to satisfy the increased amount of scheduled energy. The Company shall have eight (8) hours during which to bring additional steam generation on line to serve revisions that increase the amount of scheduled energy. Revisions that increase the amount of scheduled energy will not obligate the Ccompany to operate peaking generation. The amount of scheduled energy as determined by the Customer, as a result ofpursuant to the aforementioned clauses (1) or (2), shall be the scheduled energy for the succeeding hour unless mutually agreed to otherwise. The scheduled energy shall be set as the result of the aforementioned action for each clock hour of the day ("Scheduled Energy"). (f) Inadvertent Transfer of Energy. Inadvertent transfer of capacity and energy is a transfer of capacity and energy between systems of the parties hereto and of any third party providing wheelingtransmission service, that is at variance with the scheduled delivery as a result of the inherent physical and electrical characteristics of the systems, limitations in the equipment used to control the flow of capacity and energy between the systems, or limitations in the operation of such equipment, or as a result of temporary arrangements for testing purposes. Resolution of imbalances of capacity and energy as a result of inadvertent transfers shall be a matter for separate agreement between the Company and the third party, or the Customer or its agent and the third party, as appropriate, which agreement(s) may allow, among other things, exchanges in kind of capacity and energy.

11 Tampa Electric Company Original Sheet No. 9 SECTION 4 - PROCUREMENT AND COSTS OF TRANSMISSION. (a) On the Company s Transmission System. Whether Partial Requirements Resale Service under this Service Agreement is effected by Indirect Delivery or Direct Delivery, the Company shall be responsible for obtaining the transmission and ancillary services under the Company s Open Access Transmission Tariff ( OATT ) that are necessary to render such Partial Requirements Resale Service, and shall be the transmission customer for that purpose. The Company shall obtain firm point-to-point transmission service under the Company's OATT for delivery of Partial Requirements Resale Service on a transmission path consistent with the OUC Delivery Point described in Exhibit A, and shall obtain non-firm point-to-point transmission service, as needed and as available, for delivery of Partial Requirements Resale Service on a transmission path consistent with the FPC Delivery Point described in Exhibit A, treating the points of delivery between the Company and FPC transmission systems as secondary delivery points under the standing reservation of firm capacity in accordance with the terms of the Company s OATT. The Company s charges to the Customer for Partial Requirements Resale Service in each billing month shall include the cost billed to the Company under the Company s OATT for the services obtained to render Partial Requirements Resale Service in that billing month. (b) On a Third-Party Transmission System. During the term of this service Agreement or any extension thereofto the extent that Partial Requirements Resale Service under this Service Agreement is effected by Indirect Delivery, the Company (with the cooperation of, and in consultation with, the Customer) shall use reasonable efforts to obtain, by contract, appropriate services, including ancillary services, for the firm transmission of electric power through the facilities of one or more third- party utilities that are necessary to effect delivery of power under this Service Agreement from the facilities of the company to one or more of the delivery point(s) set forth in Exhibit A. The Customer shall reimburse the Company for the cost of such third- party transmission and ancillary services, including the cost of energy delivered by the Company to the provider of third-party transmission service to compensate for losses associated with such transmission service, in accordance with the rate and billing procedures of Section 2.2(B)(1) and Section 2.4 of the Rate ScheduleTariff.

12 Tampa Electric Company Original Sheet No. 10 The Company shall not protest or oppose any intervention by the Customer in any proceeding before the Federal Energy Regulatory CommissionFERC having jurisdiction of or affecting the rates charged by any one or more third- party utilities providing such third- party transmission. The Company's obligation to provide and the Customer's obligation to take service hereunder shall be subject at all times be subject to the availability of necessary wheelingtransmission and ancillary services from such other third- party utilities to the extent that the Company does not maintain transmission facilities directly interconnecting with the Ccustomer's electric system. SECTION 5 - EFFECTIVE DATE. This Service Agreement shall become effective on the later of: (1) 12:01 a.m. on January 1, 1994; or (2) such date as the following conditions are satisfied: (a) this Service Agreement is accepted for filing by the FERC or any successor agency thereto, (b) any statutory notice period shall have expired or have been waived, and (c) the period for suspension, if any, under any applicable FERC order shall have expired. In the event that the FERC imposes any condition or conditions precedent to its acceptance for filing of this Service Agreement, the Company reserves the right in its sole discretion to determine whether to meet such condition or conditions. SECTION 6 - TERM AND TERMINATION OF AGREEMENT. Unless terminated pursuant to Section 16 or otherwise mutually agreed to in writing by the parties, Tthis Service Agreement shall be and remain in full force and effect for an initial period commencing on the effective date as described in SectionECTION 5 hereof and continuing through December 31, 2012 ("Initial Term"), and, unless otherwise mutually agreed to in writing by the parties, or unless terminated pursuant to this SECTION 6, shall be and remain in full force and effect from year- to- year after the Initial Term. Either party shall have the option to terminate service under this Service Agreement at the end of the Initial Term or any year in the year- to- year extension thereof by providing a written notice to the other party at least one (1) year prior to the end of the Initial Term or extension.

13 Tampa Electric Company Original Sheet No. 11 SECTION 7 - ASSIGNMENT AND BENEFIT. This Service Agreement shall inure to the benefit of, and shall bind, the successors of the parties hereto, but shall not be assignable by either party hereto without the prior written consent of the other party hereto, which the other party hereto may give or withhold in its reasonable discretion; provided, however, that the Company shall assign this Service Agreement in connection with the sale of all or substantially all of the Ccompany's assets. The Customer agrees that, prior to closing upon any sale of all or any material portion of its distribution system to any third party: (1) said third party shall first expressly assume, in writing, the obligations of the Customer hereunder relative to the portion of the system sold; and (2) said third party shall demonstrate its current and projected creditworthiness to the Ccompany's reasonable satisfaction. Nothing herein shall be construed to confer a benefit on any third party not a signatory hereto. SECTION 8 - LIMITATION OF LIABILITY;: RESPONSIBILITY AND INDEMNIFICATION. In any action arising out of any claimed breach of this Service Agreement, warranty, tort, strict liability, or otherwise, the Company shall not be liable for loss of profit, loss of operation time, or loss of or reduction in use of any facilities or any portion thereof, increased expense of construction, operation (other than the increased expense of replacement power purchases made directly by the Ccustomer), or maintenance, or for any special, indirect, incidental, or consequential damages. Nothing in this SectionECTION 8 shall be deemed a waiver of the Ccustomer's right to seek relief under the Federal Power Act or any successor legislation. Except to the extent restricted or precluded by law, the Customer expressly agrees to indemnify and save harmless and defend the Company against all claims, demands, costs or expenses for loss, damage or injury to persons or property, in any manner directly or indirectly connected with or growing out of the generation, transmission, distribution or use of electric capacity and energy sold pursuant to this Service Agreement, which loss, damage or injury has occurred or is alleged to have occurred beyond any of the Ccompany's points of ownership, unless such claim or demand shall arise out of or result from the gross negligence or willful misconduct of the Company, its agents, servants or employees. The Company expressly

14 Tampa Electric Company Original Sheet No. 12 agrees to indemnify and save harmless and defend the Ccustomer against all claims, demands, costs, or expenses for loss, damage, or injury to persons or property, in any manner directly or indirectly connected with or growing out of the generation, transmission, distribution or use of electric capacity and energy sold pursuant to this Service Agreement, which loss, damage or injury has occurred or is alleged to have occurred on the Company's side of the Company's points of ownership, unless such claim or demand shall arise out of or result from the gross negligence or willful misconduct of the Customer, its agents, servants, or employees; provided, however, that to the extent, if any, that the Customer's covenant to indemnify the Ccompany under this Ssection is restricted or precluded by law, the Company's covenant to indemnify the Customer under this Ssection shall be likewise deemed restricted or precluded. The foregoing indemnities shall not extend to and shall exclude any and all claims of any person or persons arising out of or alleged to have arisen out of an injury to or death of an employee of the party from which indemnification is sought. SECTION 9 - DESIGNATED REPRESENTATIVE. To coordinate the operation of their respective facilities and in order to carry out the terms of this Service Agreement, the Ccompany and the Customer shall each designate in a writing, delivered to the other party, the person who is to act as its representative under this Service Agreement (and the person or persons who may serve as an alternate whenever such representative is unable to act). Such representative and alternate or alternates shall each be persons familiar with the system facilities of such party by which he has been so designated, and each shall be fully authorized to cooperate with the other representative (or alternate). Such representatives (or alternates) shall, subject to the declared intentions of the parties herein set forth and to the terms and provisions hereof, be fully authorized to cooperate and agree upon all matters relative to this Service Agreement which are not specifically provided for herein, provided, however, that any agreement that constitutes an amendment to this Service Agreement shall be effective only if first set forth in writing. A party may change its representative and its alternate(s) upon written notice given to the party hereto.

15 Tampa Electric Company Original Sheet No. 13 SECTION 10 - NOTICES. All notices and other communications hereunder shall be in writing and shall be delivered by hand, by prepaid first class registered or certified mail, return receipt requested, by courier, by telex, or by facsimile, addressed as follows: If to the Ccompany: If to the Customer: Tampa Electric Ccompany 702 North Franklin Street P. O. Box 111 Tampa, Florida Facsimile: (813) Attention: Manager, Bulk PowerDirector, Wholesale Power With a copy to: General Counsel City of St. Cloud, Florida 1300 Ninth Street St. Cloud, Florida Facsimile: (407) Attention: City Manager Except as otherwise provided in this Service Agreement, all notices and other communications shall be deemed effective upon receipt. Each party shall have the right to designate a different address for notices to it by notice similarly given. SECTION 11 - WAIVERS. At its option, either party may waive any or all of the obligations of the other party contained in this Service Agreement, but waiver of any obligation or of any breach of this Service Agreement by either party shall in no event constitute a waiver as to any other obligation or breach or any future breach, whether similar or dissimilar in nature, and no such waiver shall be binding unless in writing signed by the waiving party. SECTION 12 - ENTIRE AGREEMENT;: HEADINGS. This Service Agreement, including the exhibits referred to herein which are a part hereof, together with the Rate ScheduleTariff, contains the entire understanding of the parties hereto with respect to the subject matter contained herein. There are no restrictions, promises, warranties, covenants or undertakings

16 Tampa Electric Company Original Sheet No. 14 other than those expressly set forth herein. The section and paragraph headings contained in this Sservice Agreement are for reference purposes only and shall not affect, in any way, the meaning or interpretation of this Service Agreement. SECTION 13 - COUNTERPARTS. This Service Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. SECTION 14 - GOVERNING LAW. This Service Agreement shall be construed and enforced in accordance with the laws of the State of Florida. SECTION 15 - CONTINUITY OF SERVICE;: FORCE MAJEURE. The Company shall exercise due care and reasonable diligence to supply electric service hereunder free from interruption; provided, however, the ccompany shall not be liable for any damages resulting from any failure to supply electric service, any complete or partial interruption, any failure to warn of the interruption, reversal or abnormal voltage relating to any electric service supplied, if such failure, interruption, reversal or abnormal voltage is without gross negligence on its part or is due to an Event of Force Majeure as described in this Ssection, or is due to a failure of a wheeling utility to provide necessary transmission of Indirect Delivery capacity and/or energy. Whenever the integrity of the ccompany's system or the supply of electricity is threatened by conditions on its system or on the systems with which it is directly or indirectly interconnected, or whenever it is necessary to aid in the delivery or restoration of its service or the service of others, the Company, in conformance with sound operating and engineering practices and with the application of standards not more interruptive than those applicable to its retail customers in like circumstances, may curtail or interrupt electric service to the ccustomer or reduce voltage to some or all of the delivery points, and any such curtailment, interruption or reduction shall not in and of itself constitute negligence, willful misconduct or a breach of contract on the part of the ccompany.

17 Tampa Electric Company Original Sheet No. 15 In case either the Company or the ccustomer should be delayed in or prevented from performing or carrying out any of the covenants and obligations (other than the obligation to pay money) made by and imposed upon it by this Service Agreement by reason of any cause, whether or not foreseeable, beyond such party's reasonable control, including without limitation any strike, work stoppage or slowdown, failure of contractors or suppliers of materials, riot, fire, hurricane, tornado, drought, flood, ice condition, uncommonly severe weather conditions for the affected geographical area, invasion, war, civil war, blockade, commotion, insurrection, military or usurped power, order of any court, order of any civil or military authority either de facto or de jure, explosion, act of God or the public enemies, failure or malfunction of system facilities, or unscheduled outage of generating units ("Event of Force Majeure"), then and in such case or cases, each party shall be excused from performance under this Service Agreement and shall not be liable to the other party for or on account of any loss, damage, injury, or expense (including consequential damages and cost of replacement power) resulting from or arising out of such delay or prevention; provided, however, that the party suffering such delay or prevention shall use due and reasonable diligence to remove the cause or causes thereof; and provided, further, that neither party shall be required by the foregoing provisions to settle a strike, work stoppage or slowdown except when, according to its own best judgment, such a settlement seems advisable. In the case of any Event of Force Majeure requiring the Company to curtail service to its retail or wholesale customers, the Company shall be entitled to allocate the curtailment or any portion thereof among one or more retail or wholesale customers as it deems appropriate under the circumstances, in conformance with sound operating and engineering practices and subject to applicable law; however, the Company agrees that in implementing such curtailment there shall be no pattern of deliberate adverse distinction between wholesale and retail customers or between various wholesale customers receiving the same class of service. SECTION 16 - DEFAULT. In the event of nonpayment of an invoice by the Ccustomer, the Ccompany shall have the right to terminate service sixty (60) days subsequent to the date of the invoice, provided, however, that no such termination of service shall relieve the Customer of its

18 Tampa Electric Company Original Sheet No. 16 obligation to make payment for any applicable demand chargesgcc or other charges under this Service Agreement. The Company shall be required to notify the Ccustomer in writing of its intent to terminate service for nonpayment at least thirty (30) days prior to the actual date of termination of service. The Customer shall be entitled to reinstate service at any time prior to actual cutoff by payment of all charges then outstanding together with interest at the applicable rate, but the Ccompany thereafter shall be entitled to require the Customer to keep on deposit with the Company for a reasonable period a sum equal to one month's estimated charges or other comparable security. Nothing herein (other than the limitations expressed in Section 2.6 of the Rate ScheduleTariff) shall limit in any way the remedies available to the Company or the Customer at law or equity for nonpayment of invoices or for breach by the Customer or the Ccompany of any provision hereof. SECTION 17 - OPINION OF COUNSEL. Prior to the effective date hereof and as a condition of the Company's providing service hereunder, the Customer shall furnish the Company with an opinion of counsel reasonably acceptable to the Company to the effect that: (a) Organization. The Customer is a municipality of the State of Florida duly organized, validly existing and in good standing under the laws of the state of Florida. The Customer has the requisite power and authority to execute and deliver this Service Agreement and to perform its obligations hereunder. (b) Due Authorization, etc. The execution, delivery and performance by the Customer of this Service Agreement have been duly authorized by all necessary action on the part of the Customer, do not contravene any law, or any government rule, regulation or order applicable to the Customer or its properties, or the Charter of the City of St. Cloud, Florida, and do not and will not contravene the provisions of, or constitute a default under any contract, resolution or other instrument to which the Customer is a party or by which the Customer is bound. All requisite governmental and regulatory approvals and consents for the execution, delivery and performance by the Customer of this sservice Agreement have been obtained. This Service Agreement has been duly and validly executed and delivered by the Customer and constitutes a legal, valid and binding obligation of the ccustomer

19 Tampa Electric Company Original Sheet No. 17 enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting the rights of creditors generally, or by generally applicable principles of equity. (c) Litigation. There are no actions, suits or proceedings pending against the Customer or, to the Customer's knowledge, threatened against or affecting the Customer before any court or administrative body or agency having jurisdiction over the Customer, nor are there any petitions for referendum known to the Customer to be pending, which might materially adversely affect the execution, delivery and performance by the ccustomer of this Service Agreement. SECTION 18 - SPECIAL SERVICE AGREEMENT. The Company and the Customer agree that this Service Agreement sets forth specific business considerations mutually agreed upon by the Company and the Customer and shall not establish any precedent for any other services or be relied upon by any person for any purpose other than for the services and payments provided for hereunder.

20 Tampa Electric Company Original Sheet No. 18 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective authorized officials. ATTEST: TAMPA ELECTRIC COMPANY By: Secretary By: W. N. Cantrell Vice President Energy Resources Planning (SEAL) ATTEST: CITY OF ST. CLOUD, FLORIDA By: City Manager By: Mayor (SEAL) APPROVED AS TO LEGALITY OF FORM: By: Legal Counsel to the City of St. Cloud

21 Tampa Electric Company Original Sheet No. 19 EXHIBIT "A" TO THE AGREEMENT FOR PARTIAL REQUIREMENTS ELECTRIC SERVICE FOR RESALE TO THE CITY OF ST. CLOUD, FLORIDA, UNDER RATE SCHEDULE AR-1WHOLESALE REQUIREMENTS TARIFF DELIVERY POINTS Customer: City of St. Cloud 1. Date of this Exhibit: August 30, The characteristics of electricity supplied hereunder are at approximately _60 cycles and 230,000 volts. 3. FPC Delivery Point From January 1, 1994, and continuing throughout the term hereunder as provided in item 4 below, the delivery point to effect delivery of electricity supplied hereunder shall be: The interconnection point between the Customer and Florida Power Corporation ("FPC") located on the fifteen (15) mile 230 kv, 954 ACSR conductor line between the Customer s East Substation and FPC's Holopaw Substation, one mile from FPC's Holopaw Substation in Section 10 of Range 32 East, Township 27 South along Space Coast Parkway in Osceola County ("FPC Delivery Point"). 4. OUC Delivery Point From November 1, 1996, and continuing throughout the term hereunder, delivery of electricity supplied hereunder shall be effected through direct deliveries to the Orlando Utilities Commission ("OUC"), for the Customer's account, at the following delivery point: The 230 kv interconnection connecting the Company s Lake Agnes Switching Station with two 230 kv transmission lines: (1) the OUC-owned transmission line from the McIntosh Switching Station; and (2) the Company and OUC jointly owned transmission line from the 230 kv Kissimmee Utility Authority ("KUA") and Florida Municipal Power Agency ("FMPA") jointly-owned structure No. 49, as that designation may be amended by KUA and FMPA from time to time ("OUC Delivery Point"). All electricity supplied hereunder shall be delivered to the OUC Delivery Point unless: (1) the Company is advised by OUC that insufficient transmission service capacity is available

22 Tampa Electric Company Original Sheet No. 20 to effect direct delivery of electricity supplied hereunder to OUC, for the Customer's account, on OUC's ownership share of the Lake Agnes-Cane Island Line; or (2) the Company is advised by OUC that the Lake Agnes-Cane Island Line is unavailable; and/or (3) the Company is requested by the Customer (or the Customer's agent), in writing, to deliver all or any portion of such electricity to the FPC Delivery Point.