Florida Public Service Commission native order document 07842-2024

OCR transcription for search; preserved printed pages are authoritative

FILED 7/25/2024
DOCUMENT NO. 07842-2024
FPSC - COMMISSION CLERK

BEFORE THE FLORIDA PUBLIC SERVICE COMMISSION

In re: Petition for approval of transportation DOCKET NO. 2024005 1-GU
service agreement with Florida City Gas by ORDER NO. PSC-2024-0268-PAA-GU
Peninsula Pipeline Company, Inc. ISSUED: July 25, 2024

The following Commissioners participated in the disposition of this matter:

MIKE LA ROSA, Chairman
ART GRAHAM
GARY F. CLARK
ANDREW GILES FAY
GABRIELLA PASSIDOMO

NOTICE OF PROPOSED AGENCY ACTION
ORDER APPROVING TRANSPORTATION SERVICE AGREEMENT

BY THE COMMISSION:

NOTICE is hereby given by the Florida Public Service Commission that the action
discussed herein is preliminary in nature and will become final unless a person whose interests
are substantially affected files a petition for a formal proceeding, pursuant to Rule 25-22.029,
Florida Administrative Code.

Background

On March 28, 2024, Peninsula Pipeline Company, Inc. (Peninsula) filed a petition for
approval of a transportation service agreement (Transportation Agreement) with Florida City
Gas (FCG) (jointly, the parties). The purpose of the Transportation Agreement is to ensure
continuance of gas service to FCG after the impending acquisition by Peninsula of certain
pipeline facilities in the area in and around Palm Beach County. Peninsula operates as an
intrastate natural gas transmission company as defined by Section 369.103(4), Florida Statutes
(F.S.).!| FCG is a local distribution company (LDC) subject to our regulatory jurisdiction
pursuant to Chapter 366, F.S.

By Order No. PSC-07-1012-TRF-GP, Peninsula received approval of an intrastate gas
pipeline tariff that allows it to construct and operate intrastate pipeline facilities and to actively
pursue agreements with natural gas customers.’ Peninsula provides gas transportation service
only; it does not engage in the sale of natural gas. Pursuant to Order No. PSC-07-1012-TRF-GP,
Peninsula is allowed to enter into certain gas transmission agreements without our prior

' Order No. PSC-06-0023-DS-GP, issued January 9, 2006, in Docket No. 050584-GP, Jn re: Petition for declaratory
statement by Peninsula Pipeline Company, Inc. concerning recognition as a natural gas transmission company
under Section 368.101, F.S., et seq.

? Order No. PSC-07-1012-TRF-GP, issued December 21, 2007, in Docket No. 070570-GP, Jn re: Petition for
approval of natural gas transmission pipeline tariff by Peninsula Pipeline Company, Inc.

ORDER NO. PSC-2024-0268-PAA-GU
DOCKET NO. 20240051-GU
PAGE 2
approval.3 However, Peninsula is requesting our approval of this proposed Transportation
Agreement as it does not fit any of the criteria enumerated in the tariff for which our approval
would not be required.4 The parties are subsidiaries of Chesapeake Utility Corporation, a
Delaware corporation, and agreements between affiliated companies must be approved by us
pursuant to Section 368.105, F.S., and Order No. PSC-07-1012- TRF-GP.
The Pioneer Supply Header Pipeline (Pioneer Header) was constructed by FCG to
provide itself and other LDCs and industrial customers with gas supply from Florida Gas
Transmission Company, LLC (FGT) in the area in and around Palm Beach County. The pipeline
consists of 39.5 miles of 12-inch coated steel and runs from east to west through Palm Beach
County. The pipeline interconnects with FGT at its east end and a pigging station at its west end
near South Bay. The proposed Transportation Agreement has been necessitated by the transfer of
the Pioneer Header from FCG to Peninsula. Pursuant to the proposed Transportation Agreement,
Peninsula will provide transportation service to FCG, allowing FCG to continue to receive
natural gas in Palm Beach County.
The Transportation Agreement and project map are shown as Attachments A and B to
this order. We have jurisdiction over this matter pursuant to Sections 366.05(1), 366.06, and
368.105, F.S.
Decision
Pioneer Header Acquisition
FCG originally constructed the Pioneer Header to provide service to itself and additional
customers with gas supply from FGT. The Pioneer Header is being transferred to Peninsula at
book value. Peninsula explained in its petition that it is the preferred owner-operator of this
transmission asset because its core business is being a transmission grade pipeline owner and
operator. Peninsula stated that the Pioneer Header is a natural fit for inclusion in its existing
portfolio because it is a larger-diameter pipeline that interconnects directly with an interstate
pipeline that would allow Peninsula to bring larger volumes of natural gas to LDCs or large
volume industrial customers.
Peninsula further stated that the Pioneer Header will serve as the foundation for a larger-
scale transmission project designed to reduce capacity constraints and improve deliverability of
gas commodity to the southeastern portion of the state. Upon acquisition, Peninsula will
undertake the costs associated with the ownership of the planned project protecting FCG’s
general body of ratepayers. Peninsula asserts that the proposed Transportation Agreement will
enable FCG to continue to obtain gas supply from FGT upon Peninsula’s acquisition of the
Pioneer Header.
In response to Commission staff’s first data request, Peninsula stated that the Purchase
and Sale Agreement between FCG and Peninsula for the Pioneer Header will be signed upon our
3 Peninsula Pipeline Company, Inc., Intrastate Pipeline Tariff, Original Sheet No. 11, Section 3.
4 Peninsula Pipeline Company, Inc., Intrastate Pipeline Tariff, Original Sheet No. 12, Section 4.

ORDER NO. PSC-2024-0268-PAA-GU
DOCKET NO. 20240051-GU
PAGE 3
approval of the Transportation Agreement (discussed below).5 The purchase and sale agreement
between FCG and Peninsula has been provided in responses to staff’s first data request; however,
our approval is not required of the purchase and sale agreement. The purchase and sale
agreement will be signed upon approval of the proposed Transportation Agreement.
Proposed Transportation Service Agreement
The parties have entered into the proposed Transportation Agreement to enable FCG to
continue to serve natural gas customers in and around the area of Palm Beach County once
Peninsula has acquired the Pioneer Header. The proposed Transportation Agreement specifies an
initial term of 20 years and thereafter shall be extended on a year-to-year basis, unless either
party gives no less than 90 days of written notification of termination. If either party desires to
negotiate modifications to the rates or terms of this Transportation Agreement, they may do so
no less than 120 days prior to the expiration of the current active term.
Pursuant to the proposed Transportation Agreement, Peninsula will provide 20,000
Dth/day of firm transportation service to FCG for a rate of $0.00 Dth/day for authorized
transportation quantities. In response to staff’s first data request, Peninsula explained that the rate
contained in the Transportation Agreement will prevent FCG ratepayers from additional rate
impact because the cost of the Pioneer Header is currently included in base rates.6 In its petition,
Peninsula indicated that the agreement and rate are somewhat unique, recognizing the transfer of
Pioneer Header.
In FCG’s next rate case, the pipeline will be removed from rate base. At that time, FCG
and Peninsula will negotiate an appropriate transportation rate and petition the Commission for
approval of an amended Transportation Agreement.
Conclusion
Based on the petition and the parties’ responses to staff’s data request, we find that the
proposed Transportation Agreement is reasonable and meets the requirements of Section
368.105, F.S. Furthermore, the proposed Transportation Agreement benefits FCG’s current and
potential future customers by ensuring that there is a continuous supply of natural gas to the area
of Palm Beach County. Therefore, we approve the proposed Transportation Agreement between
Peninsula and FCG dated March 18, 2024.
Based on the foregoing, it is
ORDERED by the Florida Public Service Commission that Peninsula Pipeline Company,
Inc.’s transportation service agreement with Florida City Gas dated March 18, 2024, is approved.
It is further
5 Responses to Staff’s First Data Request, Response No. 8.
6 Responses to Staff’s First Data Request, Response No. 9.

ORDER 	0. PSC-:!024-0268-PAJ\-(jLJ
DOCKET 	0. 20240051-GU
PA(,I:. 4
ORDl:: Rl·.D that the pro, isions or thi!-> orc.kr. issm:<l as proposed agcnc: action. shall
becon1c final and effective upon the issuance ur a Consummating Order unles<; an appropriate
petition. in the form provided by Rule 28-106.201. Florida /\dmini-,Lrnti,e Code. b received b)
the Commission C lcrk. 2540 Shumard Oak BoulcYard. 1 al lahassee. f· lorida 32399-0850. by the
clnst: ()r busines::. 011 the date set forth in the·' 1otice of Furtha Proceedings·· attached herctn. 	It
is rurther
MR'I
ORDl~Rl:. D that in thee, ent this order becomes Cina I. thi~ docket shall be closed.
H) ORDER or the rlorida Public Sen ice Commission thi, 25th Ja) or :Ll.ill.· 2024.
Florida Puhlil.: Scrvi<.:c Commission
2540 Shumard Oak Boule, ard
Tallahassee. Flt)rida 32399
( 850) -l 13-6 770
"'"''. flori<lapsc.com
Copies furnished: 	J\ cop) 	or this document is
prm ided to the parties or record at the time or
issuance and. ir applicable. interested persons.

ORDER NO. PSC-2024-0268-PAA-GU
DOCKET NO. 20240051-GU
PAGE 5
NOTICE OF FURTHER PROCEEDINGS OR JUDICIAL REVIEW
The Florida Public Service Commission is required by Section 120.569(1), Florida
Statutes, to notify parties of any administrative hearing that is available under Section 120.57,
Florida Statutes, as well as the procedures and time limits that apply. This notice should not be
construed to mean all requests for an administrative hearing will be granted or result in the relief
sought.
Mediation may be available on a case-by-case basis. 	If mediation is conducted, it does
not affect a substantially interested person's right to a hearing.
The action proposed herein is preliminary in nature. Any person whose substantial
interests are affected by the action proposed by this order may file a petition for a formal
proceeding, in the form provided by Rule 28-106.201, Florida Administrative Code. 	This
petition must be received by the Office of Commission Clerk, 2540 Shumard Oak Boulevard,
Tallahassee, Florida 32399-0850, by the close of business on August 15, 2024.
In the absence of such a petition, this order shall become final and effective upon the
issuance of a Consummating Order.
Any objection or protest filed in this/these docket(s) before the issuance date of this order
is considered abandoned unless it satisfies the foregoing conditions and is renewed within the
specified protest period.

ORDER NO. PSC-2024-0268-PAA-GU Attachment A
DOCKET NO. 20240051-GU Page | of 10
PAGE 6

PENINSULA PIPELINE COMPANY, INC.
FIRM TRANSPORTATION SERVICE AGREEMENT

THIS AGREEMENT is entered into this March 18, 2024, by and between Peninsula
Pipeline Company, Inc., a corporation of the State of Delaware (herein called "Company" or “PPC”),
and Pivetal Utility Holdings, Inc. d/b/a Florida City Gas, a New Jersey corporation (herein called
"Shipper" or “FCG”). PPC and FCG are sometimes referred to herein individually as a “Party” and
collectively as “Parties.”

WITNESSETH

WHEREAS, Shipper desires to obtain Firm Transportation Service (“TS”) from Company;
and

WHEREAS, Company desires to provide FTS to Shipper, in accordance with the terms
hereof; and

WHEREAS, Parties are or have recently become corporate affiliates;

NOW THEREFORE, in consideration of the premises and of the mutual covenants and
agreements herein contamed, the sufficiency of which is hereby acknowledged, Company and
Shipper do covenant and agree as follows:

ARTICLE I
DEFINITION

Unless otherwise defined in this Agreement, all definitions for terms used herein have the
same meaning as provided in Company's Tariff (as hereinafter defined).

“In-Service Date” means the effective date of Company’s acquisition of the Pioneer Supply
Header Pipeline.

ORDER NO. PSC-2024-0268-PAA-GU Attachment A
DOCKET NO. 20240051-GU Page 2 of 10
PAGE 7

ARTICLE I

21 The Maximum Daily Transportation Quantity ("MDTQ") and the Maximum Hourly
Transportation Percentage ("MHTP") shall be set forth on Exhibit A attached hereto. The
applicable MDTQ shall be the largest daily quantity of Gas, expressed in Dekatherms, which
Company is obligated to transport ona firm basis and make available for delivery for the account of
Shipper under this Agreement on any one Gas Day.

2,2 If, on any Day, the Shipper utilizes transportation quantities, as measured at the
Point(s) of Delivery, in excess of the established MDTQ, as shown on Exhibit A, such unauthorized
use of transportation quantities (per Dekatherm) shall be billed at a rate of 2.0 times the rate to be
charged for each Dekatherm of the MDTQ as set forth on Exhibit A of this Agreement.

ARTICLE Il
FIRM TRANSPORTATION SERVICE RESERVATION CHARGE

3.1 The Monthly Reservation Charge for Firm Transportation Service provided under
this Agreement shall be as set forth in Exhibit A of this Agreement and shall be charged to
the Shipper beginning on the In-Service Date and shall thereafter be assessed in accordance
with the terms and conditions set forth herein.

3.2 If, at any time after the Execution Date (as herein defined) and throughout the term of
this Agreement, the Company is required by any Governmental Authority (as that term is defined in
Section 9.10) asserting jurisdiction over this Agreement and the transportation of Gas hereunder, to
incur additional capital expenditures with regard to the service provided by Company under this
Agreement, other than any capital expenditures required to provide transportation services to any other
customer on the pipeline system serving Shipper’s facility, but including, without limitation, mandated
relocations of Company’s pipeline facilities serving Shipper’s facility and costs to comply with any
changes in pipeline safety regulations, then Shipper’s Monthly Reservation Charge shall be adjusted
and Exhibit A updated accordingly, and the new Monthly Reservation Charge shall be implemented
immediately upon the effective date of such action, subject to Commission approval of the amendment.
Tf Shipper does not agree to the adjusted Monthly Reservation Charge, Company shall no longer be
required to continue to provide the service contemplated in this Agreement.

33 If, during the term of this Agreement, any Governmental Authority should increase any
present tax or levy any additional or eliminate any existing tax impacting amounts billed and paid for
service provided by Company under this Agreement, such change take effect for purposes of billing
and payment under this Agreement effective as of the effective date of such modification to tax or levy.
Should an action of a Governmental Authority result in a situation where Company otherwise would
be required to provide transportation service at rates that are not just and reasonable, the Company
shall have the right to terminate this Agreement pursuant to the conditions set forth in Section E of the
Rules and Regulations of Company’s Tariff.

ORDER NO. PSC-2024-0268-PAA-GU Attachment A
DOCKET NO. 20240051-GU Page 3 of 10
PAGE 8

ARTICLE IV
TERM AND TERMINATION

4.1 Subject to all other provisions, conditions, and limitations hereof, this Agreement shall
be effective upon its date of execution by both Parties (the “Execution Date”) and shall continue in
full force for an initial period of twenty (20) years from the In-Service Date (“Initial Term”). After the
Initial Term, the Agreement shall be extended on a year-to-year basis (each a "Renewed Term” and,
all Renewed Terms together with the Initial Term, the “Current Term’), unless either Party gives
written notice of termination to the other Party, not less than (90) days prior to the expiration of the
Current Term, This Agreement may only be terminated earlier in accordance with the provisions of
this Agreement and the Parties' respective rights under applicable law.

42. If, at any time after the Execution Date and throughout the term of this Agreement, the
Company makes any operational modification to the points of delivery or delivery points through
modifications by the Company or requests by the Shipper or other third party shippers, then Company
or Shipper may request the opportunity to negotiate a modification of the rates or terms of this
Agreement, and the Parties shall negotiate in good faith a modification to the Agreement.

4.3 If at any time after the Execution Date and throughout the term of this Agreement, the
Florida Public Service Commission approves revised customer rates for Shipper that reflect the
removal of the Pioneer Supply Header Pipeline from Shipper’s rate base, then Company may request
the opportunity to negotiate a modification of the rates or terms of this Agreement, and the Parties
shall negotiate in good faith a modification to the Agreement.

4.4 No less than 120 days before the expiration of the Current Term, either Party may
request the opportunity to negotiate a modification of the rates or terms of this Agreement to be
effective with the subsequent Renewed Term, Neither Party is obligated to, but may, agree to any
mutually acceptable modification to the Agreement for the subsequent Renewed Term. In the event
the Parties reach agreement for a modification to the Agreement for the subsequent Renewed Term,
such agreed upon modification ("Agreement Modification") shall be set forth in writing and signed
by both Parties prior to the expiration of the Current Term.

4.5 Any portion of this Agreement necessary to resolve monthly balancing and
operational controls under this Agreement shall survive the expiration or termination of this
Agreement until such time as such monthly balancing and operational controls have been resolved.

4.6 In the event Shipper fails to pay for the service provided under this Agreement or
otherwise fails to meet Company's standards for creditworthiness set forth in Section C of the
Rules and Regulations of the Company’s Tariff or otherwise violates the Rules and Regulations

of Company's Tariff, or defaults on this Agreement, Company shall have the right to terminate
this Agreement pursuant to the conditions set forth in Section D of the Rules and Regulations of
Company's Tariff.

ARTICLE ¥
SOMPANY'S 'T 5
4.1 Company's Tariff approved by the Commission, including any amendments thereto

3

ORDER NO. PSC-2024-0268-PAA-GU Attachment A
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PAGE 9

approved by the Commission during the term of this Agreement (“Company’s Tariff’), is
hereby incorporated into this Agreement and made a part hereof for all purposes, except to the
extent otherwise expressly provided herein. In the event of any conflict between Company's
Tariff and the specific provisions of this Agreement, the latter shall prevail, in the absence of
a Commission Order to the contrary,

ARTICLE VI
REGULATORY AUTHORIZATIONS AND APPROVALS

6.1 Company's obligation to provide service is conditioned upon receipt and acceptance
of any necessary regulatory authorization to provide Firm Transportation Service for Shipper
in accordance with the Rules and Regulations of Company's Tariff.

ARTICLE VII
ERY

71 The Delivery Point(s} for all Gas delivered for the account of Shipper into
Company's pipeline system under this Agreement, shall be as set forth on Exhibit A attached
hereto.

72 The Point(s) of Delivery shall be as set forth on Exhibit A attached hereto.

eS Shipper shall cause Transporter to deliver to Company at the Delivery Point(s)
on the Transporter's system, the quantities of Gas to be transported by Company hereunder.
Company shall have no obligation for transportation of Shipper’s Gas prior to receipt ofsuch
Gas from the Transporter at the Delivery Point(s), nor shall Company have any obligation to
obtain capacity on Transporter for Shipper or on Shipper’s behalf. The Company shall deliver
such quantities of Gas received from the Transporter at the Delivery Point(s) for Shipper's
account to Company's Point(s) of Delivery identified on Exhibit A.

ARTICLE VIII
SCHEDULING AND BALANCING

&1 Shipper shall be responsible for nominating quantities of Gas to be delivered by
the Transporter to the Delivery Point(s) and delivered by Company to the Point(s) of Delivery.
Shipper shall promptly provide notice to Company of all such nominations.

8.2 The Parties hereto agree that Shipper shail serve as the Delivery Point Operator
(“DPO”) for the Delivery Point. Shipper shall be responsible for executing such documents as are
required by the Transportation Service Provider's FERC Gas Tariff to assume the obligations of
Delivery Point Operator for the Delivery Point.

8.3 Shipper shall administer the Delivery Point in accordance with the provisions of the
Transportation Service Provider's FERC Tariff, and Shipper’s FPSC Natural Gas Tariff on file with the
Florida Public Service Commission, Resolution of Monthly Receipt or Delivery Imbalances at the
Delivery Point shall be in accordance with the current Florida City Gas Tariff on file with the Florida

4

ORDER NO. PSC-2024-0268-PAA-GU Attachment A
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PAGE 10

Public Service Commission. Each Month, Shipper, as DPO, shall provide to Company, third party
shippers, and Shipper, as appropriate, statements of any Receipt or Delivery imbalance credits or
charges and any Operational Order credits or charges for the preceding Month. Shipper shall provide
timely notice to the Company of any Operational Orders issued by the Transportation Service Provider
or Florida City Gas that affect the Delivery Point in accordance with the Operator Order notice
provisions of the Shipper’s Natural Gas Tariff.

8.4 The Parties hereto recognize the desirability of maintaining a uniform rate of flow
of Gas to Shipper’s facilities over each Gas Day throughout each Gas Month. Therefore, Company
agrees to receive from the Transporter for Shipper's account at the Delivery Point(s) and deliver
to the Point(s) of Delivery up to the MDTQ as described in Exhibit A, subject to any restrictions
imposed by the Transporter and to the provisions of Article [IX of this Agreement, and Shipper
agrees to use reasonable efforts to regulate its deliveries from Company's pipeline system at a daily
rate of flow not to exceed the applicable MDTQ for the Gas Month in question, subject to any
additional restrictions imposed by the Transporter or by Company pursuant to Company's Tariff.

§.5 In the event of a conflict between the terms in this Article XII and the DPO and

balancing provisions in Shipper’s Natural Gas Tariff, Shipper’s Natural Gas Tariff, shall govern.

ARTICLE IX
MISCELLANEOUS PROVISIONS

9.1 Notices and Other Communications. Any notice, request, demand, statement, or
payment provided for in this Agreement, unless otherwise specified, shall be sent to the Parties
hereto at the following addresses:

Company: Peninsula Pipeline Company, Inc.
500 Energy Lane, Suite 200
Dover, Delaware 19901
Attention: Contracts

Shipper: Pivotal Utility Holdings, Inc. d/b/a Florida City Gas
208 Wildlight Avenue
Yulee, Florida 32097
Attention: Contracts

9.2 Headings. All article headings, section headings and subheadings in this Agreement
are inserted only for the convenience of the Parties in identification of the provisions hereof and.
shall not affect any construction or interpretation of this Agreement.

93 Entire Agreement. This Agreement, including the Exhibit attached hereto, sets forth
the full and complete understanding of the Parties as of the Execution Date, and it supersedes any
and all prior negotiations, agreements and understandings with respect to the subject matter hereof.
No Party shall be bound by any other obligations, conditions, or representations with respect to the
subject matter of this Agreement.

9.4 Amendiments. Neither this Agreement nor any of the terms hereof may ‘be

ORDER NO. PSC-2024-0268-PAA-GU Attachment A
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PAGE 11

terminated, amended, supplemented, waived or modified except by an instrument in writing signed
by the Party against which enforcement of the termination, amendment, supplement, waiver or
modification shall be sought. A change in (a) the place to which notices pursuant to this Agreement
must be sent or (b) the individual designated as the Contact Person pursuant to Section 9.1 shall
not be deemed nor require an amendment of this Agreement provided such change is
communicated in accordance with Section 9.1 of this Agreement. Further, the Parties expressly
acknowledge that the limitations on amendments to this Agreement set forth in thissection shall not
apply to or otherwise limit the effectiveness of amendments that are or may be necessary to comply
with the requirements of, or are otherwise approved by, the Commission or its successor agency or
authority.

9.5 Severability. If any provision of this Agreement becomes or is declared by a court
of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full
force and effect without said provision; provided, however, that if such severability materially
changes the economic benefits of this Agreement to either Party, the Parties shall negotiate in good
faith an equitable adjustment in the provisions of this Agreement.

9.6 Waiver, No waiver of any of the provisions of this Agreement shall be deemed to
be, nor shall it constitute, a waiver of any other provision whether similar or not. No single waiver
shall constitute a continuing waiver, unless otherwise specifically identified as such in writing. No
waiver shall be binding unless executed in writing by the Party making the waiver.

o7 Attorneys’ Fees and Costs. In the event of any litigation between the Parties arising
out of or relating to this Agreement, the prevailing Party shall be entitled to recover all costs
incurred and reasonable attorneys' fees, including attorneys’ fees in all investigations, trials,
bankruptcies, and appeals.

9.8 Independent Parties. Company and Shipper shall perform hereunder as independent
parties. Neither Company nor Shipper is in any way or for any purpose, by virtue of this Agreement,
a partner, joint venturer, agent, employer or employee of the other, Nothing in this Agreement
shall be for the benefit of any third person for any purpose, including, without limitation, the
establishing of any type of duty, standard of care or liability with respect to any third person.

9.9 Assignment and Transfer. No assignment of this Agreement by cither Party may be
made without the prior written approval of the other Party (which approval shall not be
unreasonably withheld) and unless the assigning or transferring Party's assignee or transferee shall
expressly assume, in writing, the duties and obligations under this Agreement of the assigning or
transferring Party. Upon such assignment or transfer, as well as assumption of the duties and
obligations, the assigning or transferring Party shall furnish or cause to be finished to the other
Party a true and correct copy of such assignment or transfer and the assumption of duties and
obligations.

9.19 Governmental Authorizations; Compliance with Law. This Agreement shall be
subject to all valid applicable state, local and federal laws, orders, directives, rules and regulations
of any governmental body, agency or official having jurisdiction over this Agreement and the
transportation of Gas hereunder (“Governmental Authority”). Company and Shipper shall comply

6

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PAGE 12

atall times with all applicable federal, state, municipal, and other laws, ordinances and regulations.
Company and/or Shipper will furnish any information or execute any documents required by any
duly constituted federal or state regulatory authority in connection with the performance of this
Agreement, Each Party shall proceed with diligence to file any necessary applications with any
Governmental Authorities for any authorizations necessary to carry out its obligations under this
Agreement. In the event this Agreement or any provisions herein shall be found contrary to or in
conflict with any applicable law, order, directive, rule or regulation, the latter shall be deemed to
control, but nothing in this Agreement shall prevent either Party from contesting the validity of
any such law, order, directive, rule, or regulation, nor shall anything in this Agreement be
construed to require either Party to waive its respective rights to assert the lack of jurisdiction of
any governmental agency other than the Commission, over this Agreement or any part thereof. In
the event of such contestation, and unless otherwise prohibited from doing so under this Section
9.10, Company shall continue to transport and Shipper shall continue to take Gas pursuant to the
terms of this Agreement. In the event any law, order, directive, rule, or regulation shall prevent
elther Party from performing hereunder, then neither Party shall have any obligation to the other
during the period that performance under the Agreement is precluded. If, however, any
Governmental Authority's modification to this Agreernent or any other order issued, action taken,
interpretation rendered, or rule implemented, will have a material adverse effect on the rights and
obligations of the Parties, including, but not limited to, the relative economic position of, and risks
to, the Parties as reflected in this Agreement, then, subject to the provisions of Sections 3.2 and 3.3
of this Agreement, the Parties shall use reasonable efforts to agree upon replacement terms that are
consistent with the relevant order or directive, and that maintain the relative economic position of,
and risks to, the Parties as reflected in this Agreement as of the Execution Date. As used herein,
"Governmental Authority" shall mean any United States federal, state, local, municipal or other
government; any governmental, regulatory or administrative agency, court, commission or other
authority lawfully exercising or entitled to exercise any administrative, executive, judicial,
legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal.

@ If any Governmental Authority asserting jurisdiction over the pipeline facility
contemplated in this Agreement, issues an order, ruling, decision or regulation not
covered by Section 3.2 or 3.3 of this Agreement (including denial of necessary permits or
amendinents to existing permits) related to the operation, maintenance, location, or
safety and integrity compliance, including any new or revised enforceable regulatory
classification of the pipeline facility, as applicable, which is not reasonably
foreseeable as of the Execution Date and which results in a materially adverse effect
on either Party's rights and benefits under this Agreement, each Party shall use
commercially reasonable efforts and shall cooperate with the other Party to pursue
all necessary permits, approvals and authorizations, if any, of such applicable
Governmental Authority, and to amend the terms and conditions of this Agreement,
in each case as may be reasonably required in order that provision of firm
transportation service under this Agreement shall continue; provided that neither
Party shall be required to take any action pursuant to this Section which is reasonably
likely to have a materially adverse effect on such Party's rights and benefits under
this Agreement.

@) Tf the Parties are unable or unwilling to reach agreement pursuant to this
#

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Section 9.10, Company shall have the right to terminate this Agreement, without any
further obligations to Shipper, upon one hundred twenty (120) days’ prior written
notice to Shipper.

9.11 Applicable Law and Venue. This Agreement and any dispute arising hereunder shall
be governed by and interpreted in accordance with the laws of the State of Florida, without regard
for conflict of laws provisions. The venue for any action, at law or in equity, commenced by either
Party against the other and arising out of or in connection with this Agreement shall be in a court
of the State of Florida having jurisdiction.

9.12 Counterparts. This Agreement may be executed in counterparts, all of which taken
together shall constitute one and the same instrument and each of which shall be deemed an original
instrument as against any Party who has signed it.

ORDER NO. PSC-2024-0268-PAA-GU Attachment A
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PAGE 14

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized officers or representatives.

COMPANY SHIPPER.

Peninsula Pipeline Company, Inc, Pivotal Utility Holdings, Inc. d/b/a Florida City
Gas

By: Oiee Hancock By: Seer yp birLaten

William Hancock Jeffrey 8. Sylvester

Title: Assistant Vice President Title: President and Chief Operating Officer

of Pivotal Utilities Holdings, Inc

Date: 03/21/2024 Date: 03/20/2024

ORDER NO. PSC-2024-0268-PAA-GU Attachment A
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EXHIBIT ATO
FIRM TRANSPORTATION SERVICE AGREEMENT
BETWEEN
PENINSULA PIPELINE COMPANY, INC. AND
PIVOTAL UTILITY HOLDINGS, INC. d/b/a FLORIDA CITY GAS

DATED

March 18, 2024

Description of Transporter Delivery Point(s
1. Interconnect with Florida Gas Transmission at or near Pioneer Road

Description of Point(s) of Delivery

1. Meters until the terminus at or near the intersection of W Palm Road and US Highway 27 $

Total MDTQ (Dekatherms) GD Dt/Day
MHTP:

Total Monthly Reservation Charge: Dekatherm)
This charge is subject to adjustment pursuant to the terms of this Agreement.

10

ORDER NO. PSC-2024-0268-PAA-GU Attachment B
DOCKET NO. 20240051-GU Page | of 1
PAGE 16

Legend i,
MH Figging Station

|. Existing Pipeline to be Transterred Pioneer System PENINSULA

Created: 2eoened |