EXHIBIT 10(h)
Execution Copy
1/23/96
ELECTRIC SERVICE CONTRACT
THIS CONTRACT, entered into as of January 29. 1996 between the
JACKSONVILLE ELECTRIC AUTHORITY, a body politic and corporate existing
under the laws of the State of Florida, hereinafter called the
Authority, and the FLORIDA PUBLIC UTILITIES COMPANY, a Florida
Corporation hereinafter called the Company.
WITNESSETH, that the parties hereto do mutually agree as
follows:
Section 1. Scope of Contract
Subject to the terms and conditions hereinafter set forth, the
Authority shall sell and deliver to the Company and the Company shall
purchase and receive from the Authority its full requirements for
electric energy required by the Company herein described except that
which may be generated by the Company in cases of emergency with its
owned generation or which may be received from a cogenerator or small
power producer which the Company is legally obligated to accept under
the rules of any agency having such jurisdiction. The Company shall not
purchase electric energy elsewhere without the written consent of the.
Authority unless the Authority fails to furnish energy.
Section 2. Term and Termination of Contract
This Contract shall be effective upon the date above written.
Electric Service under this Contract shall commence on January 1, 1998
and end December 31, 2007. Notwithstanding the previous sentence, either
party may terminate this Contract upon three (3) years advance written
notice. The earliest date that such termination notice may be given is
December 31, 1999.
Section 3. Rates
For electric service purchased by the Company pursuant to this
Contract, the following rates shall apply:
I. CUSTOMER CHARGE:
For the billing period commencing January 1, 1998 through
December 31, 2007:
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION.]
II. DEMAND CHARGE:
For the billing period commencing January 1, 1998 through
December 31, 2007:
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION.]
III. ENERGY CHARGE:
A. For the billing period commencing January 1, 1998
through December 31, 1998:
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION.]
B. For the billing period commencing January 1, 1999
through December 31, 2007:
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION.]
IV. OPTIONAL INCENTIVE RATES:
In addition, the Authority may offer to the Company incentive
rate pricing for new and additional customer loads. Such rates shall
serve as an incentive for existing customers to purchase greater than
normal amounts of power and as a means to attract new retail customers
to the Company's service territory. Each such offering shall be on a
case basis and upon the mutual agreement of the Authority and the
Company.
Section 4. Payments
Payments for the service rendered hereunder to the service
location shall be made monthly on submission of a xxxx containing a
statement of meter readings at the beginning of the billing period, end
of the billing period, meter constants, energy consumption and demand,
and such other pertinent data as shall be required, and shall be paid at
the office of the Tax Collector, in the City of Jacksonville, Florida,
within ten (10) days of the date thereof or by the 20th calendar day of
that month, whichever is later. Late payments shall accrue interest on a
daily basis at JEA's then current late charge rate pursuant to JEA's
Policies and Procedures.
Section 5. Company and Authority Facilities
The Company shall, at its own risk and expense, furnish, install
and maintain all necessary apparatus for utilizing the energy to be
supplied hereunder, such as transformers, switchboards, circuit
breakers, safety devices, wiring, etc., and said installation shall be
of such character as will not introduce disturbances on the Authority's
lines, and the apparatus shall be selected and used so as to secure the
highest practicable power factor.
The Authority shall have the right of general supervision over
all apparatus connected to its circuits, and the manner of operation of
such apparatus in the interest of the proper operation of the Authority
system as a whole and the continuity of service to all its customers.
The Authority reserves the right to review the operation and
interconnection scheme of any generating customer of the Company which
may engage in parallel operation with the Company's electrical system.
The Authority may refuse to make connections, or to commence or to
continue to give service unless the installation and apparatus and
operation, of the preceding shall meet with its approval, and approval
of any municipal or other agents having lawful jurisdiction. The Company
agrees to abide by any reasonable regulations which may be established
by the Authority for the operation of the apparatus connected by the
Company to the Authority's lines.
The Company shall provide, when needed, a suitable place or
building for properly housing the meters and other service equipment of
the Authority, all in accordance with plans and specifications furnished
by the Authority.
The Authority shall provide, install and maintain the necessary
watt-hour meter and its accessories of a standard manufacture for the
measurement of demand and energy consumed under this Contract.
Section 6. Service Location
The electric energy to be furnished by the Authority under this
contract shall be delivered to the Company from the Nassau Substation
which is located in Section 00, Xxxxxxxx 0 Xxxxx, Xxxxx 00 Xxxx, Xxxxxx
Xxxxxx, Xxxxxxx.
Section 7. Service Specifications
(a) The Authority shall furnish electric service of
the following characteristics at the point of delivery:
Phase 3
Wire 3
Cycles 60
Voltage 138,000
Current Alternating
Metering Voltage 138,000
KVA Capacity 150,000 KVA
(b) The Company shall use reasonable diligence to
take and use electric energy hereunder from each of the phases in such a
manner that the total energy shall be divided equally between the three
phases.
(c) The Authority shall use reasonable diligence to
furnish all electric energy required by the Company at the service
location. The receiving voltage at the point of interconnection shall be
maintained by the Authority at 138,000 volts, plus or minus five percent
(5%).
(d) Subject to the mutual agreement with a minimum of
a five (5) year commitment following December 31, 2002, JEA agrees to
make capital improvements to JEA's Nassau Substation (the Company's
meter point) which would provide for two (2) simultaneously operating
services to the Company.
Section 8. Measurement of Energy
All electric energy furnished by the Authority hereunder shall
be measured at the service location specified in Section 6 of this
contract by suitable meter of standard manufacture, to be furnished,
installed, maintained, calibrated and read by the Authority at its
expense. In the event any meter(s) fails to register, or registers
incorrectly the electric energy furnished therethrough during any month,
the Authority shall determine the length of the period in such month
during which such meter(s) failed to register or registered incorrectly,
and the quantity of electric energy delivered during such period
utilizing the Company's check metering located at the Company's Stepdown
Substation (adjusted for losses), and an appropriate adjustment based
thereon shall be made in the Company's xxxx solely for such month;
provided that in no event shall an adjustment be made for any month
unless such meter shall have been tested by the Authority of its own
volition or at the written request of the Company within thirty (30)
days from and after the date upon which the xxxx for such month shall
have been rendered. Any meter which registers not more than two (2)
percent slow or fast shall be deemed correct. No device or connection
shall be maintained by the Company at the service location which will
prevent any meter from registering correctly the energy used or to be
used.
Section 9. Meter Test
The Authority, at its expense, shall periodically inspect and
test the meter(s) installed by it at intervals not exceeding one (1)
year. At the written request of the Company, the Authority shall make
additional tests of any or all of such meters in the presence of
representatives of the Company. The cost of such additional tests shall
be borne by the Company if the percentage of error is found to be not
more than two (2) percent slow or fast.
Section 10. Change in Load
Whenever possible, reasonable notice shall be given by the
Company to the Authority respecting any material changes proposed in the
connected load or in the characteristics of such load at the service
location.
Section 11. Continuity of Service and consumption
(a) The Authority shall not be liable to the company
hereunder, nor shall the Company be liable to the Authority hereunder by
reason of failure of the Authority to deliver or the company to receive
electrical energy as the result of fire, strike, riot, explosion, flood,
accident, breakdown, acts of God, or the public enemy, prohibition by
governmental authority or court decree, or other acts beyond the control
of the party affected; it being the intention of each party to relieve
the other of the obligation to supply electric energy or to receive and
pay for electric energy when as a result of any of the above mentioned
causes either party may be unable to deliver or use in whole or in part
the electric energy contracted to be delivered or received. Both parties
shall be prompt and diligent in using their best efforts to remove and
overcome the cause or causes of said interruption, but nothing herein
contained shall be construed as permitting the Authority to refuse to
deliver or the Company to refuse to receive electric energy after the
cause of interruption has been removed.
(b) The Authority does not guarantee that the supply
of electric energy hereunder shall be free from interruption occasioned
by any of the causes mentioned in the foregoing paragraph and it is
agreed that such interruption shall not constitute a breach of this
Contract on the part of the Authority and the Authority shall not be
liable to the Company for damages resulting therefrom. In the event of
such interruption of service, the Authority will restore the service as
soon as it can reasonably do so and will at all times exert the greatest
efforts toward the end of supplying as nearly constant service as is
reasonable and practicable. In case of impaired or defective service,
the Company shall immediately give notice to the nearest office of the
Authority by telephone, confirming such notice in writing as soon
thereafter as practicable.
Section 12. Access to Service Location
The Company hereby grants to the Authority the right, at all
reasonable times, by its duly authorized agents and employees, to enter
the premises of the Company for the purpose of inspecting and repairing
or removing the property of the Authority, of reading meters, or of
performing any work incidental to the supplying of all services hereby
contracted for.
Section 13. Liability for Accidents
The electric energy supplied under this Contract is supplied
upon the express condition that after it passes the meter equipment of
the Authority, it becomes the property of the Company. The Company shall
indemnify and save harmless and defend the Authority for loss, damage or
injury (including death) to any person or property whatsoever resulting
directly or indirectly from the use or misuse or presence of said
electric energy on the Company's premises after it passes the point of
delivery to the Company, except where such loss, damage or injury shall
be shown to have been occasioned by the sole negligence of the
Authority, its agents, servants or employees. In the event of joint
negligence on the part of the Company and the Authority, any loss or
damages shall be apportioned in accordance with the Uniform Contribution
Among Tortfeasors Act (Section 768.31, Florida Statutes) as it
exists on the effective date of this Contract.
Section 14. Default
If the Company defaults in the performance of any obligations
under this Contract, the Authority will provide the Company with 30 days
written notice to cure such default. If the Company fails to cure such
default, the Authority may suspend service, such suspension not to
interfere with the enforcement by the Authority of any other legal right
or remedy, and at its option the Authority may cancel this Contract in
the event of any such default. No delay by the Authority in enforcing
any of its rights hereunder shall be deemed a waiver of such rights nor
shall a waiver by the Authority of one of the Company's defaults be
deemed a waiver of any other or subsequent default.
No dispute with reference to the amount due for electric service
hereunder shall excuse the Company from paying when due the amount
stated by the Authority to be due, but any amount which the Company may
have so paid that is deficient or in excess of the amount actually found
upon investigation to be due shall be promptly paid by the Company or
the Authority with interest at the same rate indicated in Section 4,
above.
Should the uncured default lie in the failure of the Company to
make prompt payments of the bills in accordance with Section 4, above,
then the Authority shall have the right immediately to discontinue
service and this Contract shall, at the election of the Authority, be
wholly at an end and the parties shall thereby be severally released
from all obligations hereunder, save in the rights of action then
already accrued.
Section 15. Transfer of Contract and Assignment of Claim
Neither this Contract nor any interest herein nor any claim
arising hereunder shall be transferred or assigned by the Authority or
by the Company to any party or parties without the prior written consent
of the other party hereto.
Furthermore, in the event of a change in ownership of the
Company or of the Company's Fernandina Electric Division, this contract
shall become open and the terms and conditions contained herein subject
to renegotiation by and between the Authority and the new owner. Said
renegotiation requirement shall become effective on the effective-date
of the change in ownership and unless said renegotiations are concluded
successfully within 90 days following that date, the Contract shall be
automatically terminated.
Section 16. Notices
Any notice contemplated by this Contract shall be made in
writing and shall be delivered in person or by deposit in the U.S. mail,
first class mail, certified receipt requested, to the JACKSONVILLE
ELECTRIC AUTHORITY, 00 X. Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000,
ATTENTION: Managing Director in the case of the Authority; and to
FLORIDA PUBLIC UTILITIES COMPANY,P.0. Xxx 0000, Xxxx Xxxx Xxxxx, Xxxxxxx
00000-0000, ATTENTION: President as to the Company.
The designation of the person to be notified or the address of such
person may be changed at any time by similar notice.
Section 17. Successors and Assigns
This Contract shall be binding upon the successors or legal
assigns of either of the parties hereto.
Section 18. sole Agreement
This Contract supersedes, as of the effective date hereof, all
previous contracts or representations, whether written or oral,
heretofore in effect by the Authority and the Company with respect to
matters herein contained, and constitutes the sole agreement by the
parties hereto concerning these matters.
IN WITNESS WHEREOF, THE JACKSONVILLE ELECTRIC AUTHORITY, and the
FLORIDA PUBLIC UTILITIES COMPANY, a Florida corporation, have caused
this Contract to be executed and attested by their duly authorized
officer on the day and date first above written.
ATTEST:
JACKSONVILLE ELECTRIC
/s/ Signature on file (SEAL)
By /s/ Signature on file Administrative Assistant Managing Director
Form Approved:
/s/ Signature on file
Assistant Counsel
ATTEST
FLORIDA PUBLIC UTILITIES CO.
a Florida Corporation
/s/ Xxxx X. Xxxxx
Secretary
sercon99.doc
By:
/s/ X.X. Xxxxxxxx
President
(SEAL)
AMENDMENT
TO
ELECTRIC SERVICE CONTRACT
This AMENDMENT to the Electric Service Contract dated January 29,
1996 is entered, in duplicate, this 7th day of February 2000, by and
between the JEA hereinafter referred to as the AUTHORITY and Florida
Public Utilities Company, hereinafter referred to as the COMPANY and
collectively, the PARTIES.
WITNESSETH, that the PARTIES hereto do mutually agree as follows:
1. Section 2. Term of Contract is deleted and replaced as follows:
"Section 2. Term of Contract
This Contract shall be effective upon the date above written.
Electric Service under this Contract shall commence on January
1, 1998 and end December 31, 2007."
SAVE AND EXCEPT as modified by the Amendment, all other terms and
conditions of the Contract dated January 29, 1996 shall remain in full
force and effect.
IN WITNESS WHEREOF, JEA and Florida Public Utilities Company have
caused this Amendment to be executed and attested by their duly
authorized officers on the date above written.
JEA
By: /s/ Signature on file
CEO, Managing Director
Form Approved:
/s/ Signature on File
Assistant General Counsel
ATTEST: Florida Public Utilities Company
/s/ Xxxx X. Xxxxx (SEAL) By: /s/ Xxxx X. English
Secretary President
