Tampa Electric Company TAMPA ELECTRIC COMPANY AGREEMENT FOR PARTIAL REQUIREMENTS ELECTRIC SERVICE FOR RESALE TO FLORIDA POWER CORPORATION UNDER RATE SCHEDULE AR-1WHOLESALE REQUIREMENTS TARIFF
Tampa Electric Company Original Sheet No. 1 TAMPA ELECTRIC COMPANY AGREEMENT FOR PARTIAL REQUIREMENTS ELECTRIC SERVICE FOR RESALE TO FLORIDA POWER CORPORATION UNDER RATE SCHEDULE AR-1WHOLESALE REQUIREMENTS TARIFF THIS SERVICE AGREEMENT, made this 30 th day of March, 1993 [as amended on October 1, 2010], by and between TAMPA ELECTRIC COMPANYTampa Electric Company, a Florida corporation (the "Company"), and Florida Power Corporation (d/b/a Progress Energy Florida, Inc.), a Florida 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 Company agrees to sell and deliver to the Customer, and the Customer agrees to purchase and receive from the Company that portion of its electric power and energy requirements set forth in SectionECTION 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 Company and the Customer. SECTION 2 - AVAILABLE POINTS OF DELIVERY. It is recognized that the Company and the Customer are directly electrically interconnected through their electric transmission systems. Partial Requirements Resale Service shall be available from the Company and delivered to the Customer through such point or point(s) of interconnection as may be established and set forth in Exhibit "A" of the Contract for Interchange Service Between Tampa Electric Company and Florida Power Corporation, dated July 21, 1977, as may be amended from time to time.
Tampa Electric Company Original Sheet No. 2 Service may be provided at new direct delivery points with the Customer as may be established on the Company s interconnected system and added to such Exhibit A. 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 the Customer set forth in such Exhibit A, and served under this Service Agreement, 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-1Wholesale Requirements Tariff (the "Rate ScheduleTariff"), designated as contained in the Company's, OriginalSecond 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 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 controlprevail. (b) Amendments. The Rate ScheduleTariff and 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 which would cause a Demand Charge, Non-Fuel Energy Charge or Customer Charge that exceeds the value for such charge stated in Section 2.2 of the Rate Schedule, to become effective prior to January 1, 1996, or whichthat would revise SectionsECTIONS 3 or 8 hereof. Any change shall become effective if and when permitted under Section 205 of the Federal Power Act or other applicable statute. Except as expressly provided above, nothing in this Service Agreement shall be construed as affecting in any way the
Tampa Electric Company Original Sheet No. 3 right of the Company to unilaterally make application to the Federal Energy Regulatory CommissionFERC or any successor agency thereto for a change in rates or in any other provision of this Service Agreement hereunder pursuant to Section 205 of the Federal Power Act and pursuant to the Federal Energy Regulatory CommissionFERC'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 Section 206 of the Federal Power Act or to oppose or protest any Section 205 filing made by the Company; provided, however, that the Customer shall neither make or support an application under Section 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. The parties hereto agree that the above cap on charges is just and reasonable under the current circumstances and reflects, their expectations of what would be just and reasonable under future conditions reasonably contemplated by them to occur through December 31, 1995. 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 is not subject to change except by mutual agreement or by order of the Federal Energy Regulatory Commission in exercising its authority to set aside fixed contract rates if and when contrary to the public interest. (c) Billing Determinants. Notwithstanding any portion of Section 2.2 of the Rate ScheduleTariff, the Customer's Billing Determinants for the Demand ChargeGeneration Capacity Charge ( GCC ), the Non-Fuel Variable Cost ( NFVC ) Energy Charge, and the Fuel and Purchased PowerEnergy Charge ( 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
Tampa Electric Company Original Sheet No. 4 actual metered 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 GCCDemand Charge 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: For 1993 through 1998 50,000 kw For 1999 through 2004 60,000 kw For 2005 through 2011* 70,000 kw *(including any automatic extension of the Initial Term). (ii) For the Non-FuelNFVC Energy Charge for Partial Requirements Resale Service The energy in kwh for the NFVCNon-Fuel Energy Rate for each Billing Month shall be the Scheduled Energy for such Billing Month. (iii) For the FPPCFuel Energy Charge for Partial Requirements Resale Service The energy in kwh for the FPPCFuel Energy charge for each Billing Month shall be the Scheduled Energy for such Billing Month. The term "Billing Month" shall mean for any invoice 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.
Tampa Electric Company Original Sheet No. 5 (d) The Customer's Annual Energy Cap. The Customer agrees to a cap on the amount of energy that the Company will provide to the Customer each calendar year during the term of this Service Agreement. The cap on the amount of energy, kwh, to be provided to the Customer during any given calendar year shall be calculated for each calendar year hereunder as sixty percent (60%) of the product of the Contract Demand, kw, for such year times the number of hours in such year. For example, the maximum amount of energy to be provided by the Company to the Customer during calendar year 1994 will be: ( 0.60 x ( 50,000 kw x 8,760 hrs./yr.)) = 262,800,000 kwh. The cap on the amount of energy may be increased by mutual written agreement of the Company and the Customer. (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 amount of forecasted scheduled energy may be revised by the Customer prior to 2:30 p.m. of the previous day. The Customer shall provide Up to one (1)two (2) full hours advance notice prior to energy delivery to the Customer., Tthe Customer shall either (1) commit to take its previously forecasted scheduled energy by taking no further action and adhering to the forecasted scheduled energy, or (2) revise the 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 Company 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
Tampa Electric Company Original Sheet No. 6 of scheduled energy will not obligate the Company 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. The actual flow of energy into or out of the systems of the Customer and the Company will be the net flow measured at several metering point(s). Unless otherwise agreed upon, all billings shall be in accordance with scheduled values rather than actual metered net values. The difference between scheduled values and actual net values (as adjusted in Section 2.5(B) of the Rate ScheduleTariff for loadside metering transformation losses) shall be determined, and the difference, so determined, shall be classed as inadvertent transfer of energy. Inadvertent transfer of energy is a transfer of energy between systems of the parties hereto and any third party, if applicable, 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 energy between the systems, or limitations in the operation of such equipment, or as a result of temporary arrangements for testing purposes. Inadvertent transfers of energy shall be returned in kind (i.e., on-peak or off-peak as defined by the Florida Electric PowerReliability Coordinating GroupCouncil, Inc. ( FCG)FRCC )) at times mutually agreed upon. Balancing of inadvertent transfers of energy will be resolved by the Company or the Customer, as appropriate, in accordance with FCGFRCC guidelines. SECTION 3A - PROCUREMENT AND COSTS OF TRANSMISSION. 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 Partial Requirements Resale Service under this Service Agreement, and shall be the transmission customer for that purpose. 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.
Tampa Electric Company Original Sheet No. 7 SECTION 4 - 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 Customer), or maintenance, or for any special, indirect, incidental, or consequential damages. Nothing in this SectionECTION 4 shall be deemed a waiver of the Customer's right to seek relief under the Federal Power Act or any successor legislation. 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 on the Customer's side of the points of delivery, 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 agrees to indemnify and save harmless and defend the Customer 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 points of delivery, 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. 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.
Tampa Electric Company Original Sheet No. 8 SECTION 5 - REACTIVE POWER REOUIREMENT. The Customer and the Company shall each supply the reactive power, kva, required on its own system, except as otherwise mutually agreed upon by the Company and the Customer. Neither the Company nor the Customer shall be obligated to supply or absorb reactive kva for the other, particularly when to do so would: 1. interfere with service, on its own system, to other all (full or partial) requirements electric service customers, or with service of commitments to any wholesale customers; 2. limit or adversely impact the use of interconnection facilities; or 3. require the operation of generating resources, or modifications in such operation, that would not otherwise be required. The Company and the Customer shall establish, through their Designated Representatives, mutually satisfactory voltage schedules and reactive kva supply arrangements, as applicable. Section 3.3 of the terms and conditions in the Rate ScheduleTariff does not apply. SECTION 6 - EFFECTIVE DATE. The Company shall promptly file this Service Agreement with the Federal Energy Regulatory CommissionFERC, with a request that it be allowed to become effective on the first day of the first calendar month commencing after the 60 th day following such filing. This Service Agreement shall become effective on such date as it has been accepted for filing and has been made effective, without change (s) unacceptable to the Company, by the Federal Energy Regulatory CommissionFERC or any successor agency thereto ("Effective Date"). Service under this Service Agreement shall commence on: (1) the Effective Date; or (2) if the Effective Date is not the first day of a calendar month, the first day of the first calendar month following the Effective Date.
Tampa Electric Company Original Sheet No. 9 SECTION 7 - EFFECT UPON PRIOR SERVICE AGREEMENT. The Company and the Customer agree that the certain prior agreement entitled "Tampa Electric Company, Agreement for Full Requirements Electric Service for Resale to Sebring Utilities Commission under Rate Schedule FR-1," dated January 29, 1991 ("Prior Service Agreement"), which has been assigned to, and assumed by, the Customer, shall remain in full force and effect until: (1) the Effective Date, as defined in SectionECTION 65 of this Service Agreement; or (2) if the Effective Date is not the first day of a calendar month, the first day of the first calendar month following the Effective Date. The Company and the Customer agree that the Prior Service Agreement shall be deemed terminated on the date that service commences under this Service Agreement, in accordance with SectionECTION 6 hereof. SECTION 8 - TERM AND TERMINATION OF AGREEMENT. Unless terminated pursuant to Section 12, Tthis Service Agreement shall be and remain in full force and effect for an initial period beginning on the eeffective ddate, as specified in SectionECTION 6 hereof, and continuing through February 28, 2011 ("Initial Term"). This Service Agreement shall automatically continue thereafter, unless and until terminated upon one (1) year's written notice given by either party to become effective on or after the expiration of the Initial Term. SECTION 9 - 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 the Customer without the prior written consent of the Company, which the Company may give or withhold in its absolute discretion. SECTION 10 - 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 Company shall not be liable for any damages resulting from any failure to supply electric service, any complete
Tampa Electric Company Original Sheet No. 10 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 SectionECTION 109. Whenever the integrity of the Company'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 Customer 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 Company. In case either the Company or the Customer 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
Tampa Electric Company Original Sheet No. 11 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 wholesale customers as it deems appropriate under the circumstances, in conformance with sound operating and engineering practices and subject to applicable law. SECTION 11 - DESIGNATED REPRESENTATIVE. To coordinate the operation of their respective facilities and in order to carry out the terms of this Service Agreement, the Company 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) ( Designated Representative ). 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 and accepted for filing and made effective by the Federal Energy Regulatory CommissionFERC or any successor agency thereto. A party may change its representative
Tampa Electric Company Original Sheet No. 12 and its alternate (s) upon written notice given to the other party hereto. SECTION 12 - DEFAULT. In the event of nonpayment of an invoice by the Customer, the Company 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 obligation to make payment for any applicable GCCdemand charges or other charges under this Service Agreement. The Company shall be required to notify the Customer 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 Company thereafter shall be entitled to require the Customer to keep on deposit with the Ccompany 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 SectionECTION 4 hereof and 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 Company of any provision hereof). SECTION 13 - 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, or by facsimile, addressed as follows: If to the Company: Energy Resources Planning Vice President Tampa Electric Company 702 North Franklin Street P.O. Box 111 Tampa, Florida 336021-0111 Facsimile: (813) 228-48111545 Attention: Director, Wholesale Power with a copy to: Director; Energy Delivery Systems
Tampa Electric Company Original Sheet No. 13 Tampa Electric Company If to the Customer: with a copy to: 702 North Franklin Street P.O. Box 111 Tampa, Florida 33601-0111 Facsimile: (813) 228-1038 Senior Vice President Energy Delivery Florida Power Corporation P.O. Box 14042 St. Petersburg, FL 33733-1442 Facsimile: (813) 866-4021 Director, Energy Control Florida Power Corporation P.O. Box 14042 St. Petersburg, FL 33733-1442 Facsimile: (813) 384-7865 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 14 - 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 15 - ENTIRE AGREEMENT; HEADINGS. This Service Agreement, including the exhibits referred to herein which are a part hereof, together with the Rate Schedule Tariff, 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 other than those expressly set forth herein. The section and paragraph headings contained in
Tampa Electric Company Original Sheet No. 14 this Service Agreement are for reference purposes only and shall not affect, in any way, the meaning or interpretation of this Service Agreement. SECTION 16 - 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 17 - GOVERNING LAW. This Service Agreement shall be construed and enforced in accordance with the laws of the State of Florida. 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: H. I. Skip Wilson Vice President Transmission and Distribution ATTEST: Florida Power Corporation By: By: P. C. Henry Sr. Vice President