Exhibit 10(a)
SERVICE PACKAGE NO. 25116
AMENDMENT NO. 0
FIRM GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedule FT-A on FT-G )
THIS AGREEMENT is made and entered into as of the 1st day of
November, 1998, by and between MIDWESTERN GAS TRANSMISSION
COMPANY, a Delaware Corporation, hereinafter referred to as
"Transporter" and NORTH SHORE GAS COMPANY, an Illinois
Corporation, hereinafter referred to as "Shipper." Transporter
and Shipper shall be collectively referred to as "Parties."
WITNESSETH:
That, in consideration of the premises and of the mutual
agreements herein contained, Transporter and Shipper agree as
follows:
ARTICLE I - DEFINITIONS
The definitions found in Article 1 of Transporter's General Terms
and Conditions are incorporated herein by reference.
ARTICLE II - TRANSPORTATION
Transportation Service - Transporter agrees to accept and receive
daily, on a firm basis, at Eligible Receipt Point(s), from
Shipper or for Shipper's account such quantity of gas as Shipper
makes available up to the Transportation Quantity and deliver to
or for the account of Shipper to authorized Delivery Point(s) an
equivalent quantity of gas.
ARTICLE III- POINTS OF RECEIPT AND DELIVERY
AND ASSOCIATED PRESSURES
3.1 The Primary Point(s) of Receipt and Delivery shall be those
points specified on Exhibit A attached hereto. Shipper shall
have access to secondary receipt and delivery points as
specified in the applicable rate schedule (FT-A or FT-G)
pursuant to which Shipper's volumes are being transported.
Priority of transportation to such secondary points shall be
determined in accord with Article III, Section 5 of the
General Terms and Conditions of Transporter's tariff.
3.2 Shipper may request a change to the Primary Points of
Receipt and/or Primary Points of Delivery provided in this
Agreement by submitting to Transporter a Service Request
Form in accord with Article XXV of the General Terms and
Conditions of Transporter's FERC Gas Tariff. Priority of
transportation service to such additional Points of Receipt
and/or Delivery shall be determined pursuant to Article III,
Section 5 of the General Terms and Conditions.
3.3 Shipper shall deliver, or cause to be delivered, to
Transporter the gas to be transported hereunder at pressures
sufficient to deliver such gas into Transporter's system at
the Receipt Point(s), provided such pressure shall not
exceed Transporter's maximum allowable operating pressure.
Transporter shall deliver the gas to be transported
SERVICE PACKAGE NO. 25116
AMENDMENT NO. 0
FIRM GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedule FT-A or FT-G )
hereunder to or for the account of Shipper at the pressures
existing in Transporter's system at the Delivery Point(s).
ARTICLE IV - FACILITIES
All facilities are in place to render the service provided for in
this Agreement.
or
(If facilities are contemplated to be constructed, a brief
description of the facilities will be included, as well as who is
to construct, own and/or operate such facilities.)
ARTICLE V - QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENTS
For all gas received, transported, and delivered hereunder, the
Parties agree to the quality specifications and standards for
measurement as provided for in the General Terms and Conditions
of Transporter's FERC Gas Tariff. Transporter shall be
responsible for the operation of measurement facilities at the
Delivery Point(s) and at the Receipt Point(s). In the event that
measurement facilities are not operated by Transporter, then the
responsibility for operations shall be deemed to be that of the
Balancing Party at such point. If measurement facilities are
not operated by Transporter and there is no Balancing Party at
such point, then the responsibility for operations shall be
deemed to be Shipper's.
ARTICLE VI - RATES FOR SERVICE
6.1 Transportation Charge - Commencing on the date of the rates,
charges and surcharges to be paid by Shipper to Transporter,
including compensation for system fuel and losses, shall be
in accordance with Transporter's applicable effective Rate
Schedule (FT-A or FT-G) and the General Terms and Conditions
of Transporter's Tariff.
6.2 Incidental Charges - Upon execution of this Agreement,
Shipper agrees to pay Transporter for all known and
anticipated filing fees, reporting fees or similar charges
required for the rendition of the transportation service
provided for herein. Further, Shipper agrees to reimburse
Transporter for all such fees within thirty (30) days after
receiving proof of payment from Transporter.
6.3 Changes in Rates and Charges - Shipper agrees that
TranspOrter shall have the unilateral right to file with the
appropriate regulatory authority and make changes effective
in (a) the rates, charges, terms and conditions applicable
to service pursuant to the Rate Schedule under which this
service is rendered, (b) the Rate Schedule(s) pursuant to
which service hereunder is rendered, and (c)any provisions
of the General Terms and Conditions in Transporter's FERC
Gas Tariff applicable to those Rate Schedules, as such
Tariff may be revised or replaced from time to time.
Transporter agrees that Shipper may protest or contest the
aforementioned filings, or may seek authorization from duly
constituted regulatory authorities for such adjustment of
SERVICE PACKAGE NO. 25116
AMENDMENT NO. 0
FIRM GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedule FT-A or FT-G )
Transporter's existing FERC Gas Tariff as may be found
necessary to assure Transporter just and reasonable rates.
ARTICLE VII - RESPONSIBILITY DURING TRANSPORTATION
As between the Parties hereto, it is agreed that from the time
gas is delivered by Shipper to Transporter at the Receipt
Point(s) and prior to delivery of such gas to or for the account
of Shipper at the Delivery Point(s), Transporter shall have the
unqualified right to commingle such gas with other gas in its
system and shall have the unqualified right to handle and treat
such gas as its own.
ARTICLE VIII - XXXXXXXX AND PAYMENTS
Xxxxxxxx and payments under this Agreement shall be in accordance
with the terms and conditions of Transporter's FERC Gas Tariff as
such Tariff may be revised or replaced from time to time.
ARTICLE IX - RATE SCHEDULES AND GENERAL TERMS AND CONDITIONS
This Agreement and all terms and provisions contained or
incorporated herein are subject to the effective provisions of
Transporter's applicable Rate Schedule(s) as set forth on Exhibit
A and Transporter's General Terms and Conditions on file with the
FERC, or other duly constituted authorities having jurisdiction,
as the same may be changed or superseded from time to time in
accordance with the rules and regulations of the FERC, which Rate
Schedule(s) and General Terms and Conditions are incorporated by
reference. To the extent a term or condition set forth in this
Contract is inconsistent with the General Terms and Conditions,
the General Terms and Conditions shall govern. Furthermore, to
the extent a term or condition set forth in this Contract is
inconsistent with the applicable Rate Schedule, the Xxxx Schedule
shall govern unless the relevant provision is inconsistent with
General Terms and Conditions.
ARTICLE X - REGULATION
10.1 This Agreement shall be subject to all applicable and lawful
governmental statutes, orders, rules, and regulations and is
contingent upon the receipt and continuation of all
necessary regulatory approvals or authorizations upon terms
acceptable to Transporter. This Agreement shall be void and
of no force and effect if any necessary regulatory approval
or authorization is not so obtained or continued.
All Parties hereto shall cooperate to obtain or continue all
necessary approvals or authorizations, but no Party shall be
liable to any other Party for failure to obtain or continue
such approvals or authorizations.
10.2 The transportation service described herein shall be
provided subject to Part 284, Subpart G of the FERC
regulations
SERVICE PACKAGE NO. 25116
AMENDMENT NO. 0
FIRM GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedule FT-A or FT-G )
10.3 In the event the Parties are unable to obtain all necessary
and satisfactory regulatory approvals for service on
facilities prior to the expiration of two (2) years from the
effective date hereof, then, prior to receipt of such
regulatory approvals, either Party may terminate this
Agreement by giving the other Party at least thirty (30)
days prior written notice, and the respective obligations
hereunder, except for the provisions of Section 6.2 herein,
shall be of no force and effect from and after the effective
date of such termination.
ARTICLE XI - WARRANTIES
Shipper agrees to indemnify and hold Transporter harmless from
all suits, actions, debts, accounts, damages, costs, losses, and
expenses (including reasonable attorneys fees) arising from or
out of breach of any warranty, express or implied, by the Shipper
herein. Transporter shall not be obligated to provide or continue
service hereunder in the event of any breach of warranty.
ARTICLE XII - TERM OF AGREEMENT
12.1 This Agreement shall become effective on the date of its
execution, and shall be implemented no later than the first
day of the month following the later of the date of
execution or the completion of any necessary facilities on
Transporter's system and shall remain in full force and
effect until the 31st day of October, 2001, ("Primary
Term")and shall continue thereafter on a month to month
basis unless terminated by either Party upon at least thirty
(30) days written notice to the other Party; provided,
however, that if the Primary Term is one year or more, than
the Contract shall remain in force and effect and the
Contract term will automatically roll-over for additional
five year increments ("Secondary Terms") unless Shipper, one
year prior to the expiration of the Primary Term or a
Secondary Term, provides written notice to Transporter of
either (1) its intent to terminate the Contract in whole or
in part upon expiration of the then current term or (2) its
desire to exercise its right-of-first refusal with respect
to all or any part of the contract in accord with Article
XVI of Transporter's General Terms and Conditions. Provided
further, if the FERC or other governmental body having
jurisdiction over the service rendered pursuant to this
Agreement authorizes abandonment of such service, this
Agreement shall terminate on the abandonment date permitted
by the FERC or such other governmental body.
12.2 Any portions of this Agreement necessary to resolve or cash-
out inbalances under this Agreement upon its termination, as
required by the General Terms and Conditions of
Transporter's FERC Gas Tariff, shall survive the other parts
of this Agreement until such time as such balancing has been
accomplished.
SERVICE PACKAGE NO. 25116
AMENDMENT NO. 0
FIRM GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedule FT-A or FT-G )
12.3 In addition to any other remedy Transporter may have, this
Agreement will terminate automatically in the event Shipper
fails to pay all of the amount of any xxxx for service
rendered by Transporter hereunder when that amount is due,
provided Transporter shall give Shipper thirty days notice
prior to any termination of service. Service may continue
hereunder if within the thirty day notice period
satisfactory assurance of payment is made in accord with the
terms and conditions of Article VI of the General Terms and
Conditions of Transporter's FERC Gas Tariff.
ARTICLE XIII - NOTICES
Except when notice is required through Transporter's Electronic
Bulletin Board, any notice, request, demand, statement, or xxxx
provided for in this Agreement or any notice that either Party
may desire to give to the other shall be in writing and mailed by
registered mail to the post office address of the Party intended
to receive the same as follows:
TRANSPORTER: MIDWESTERN GAS TRANSMISSION COMPANY
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Transportation Marketing
SHIPPER:
NOTICES: NORTH SHORE GAS COMPANY
000 Xxxx Xxxxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000-0000
Attention: Vice President - Gas Supply
BILLING: NORTH SHORE GAS COMPANY
000 Xxxx Xxxxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000-0000
Attention: Gas Accounting
or to such other address as either Party may designate by written
notice to the other.
ARTICLE XIV - ASSIGNMENTS
14.1 Either Party may assign or pledge this Agreement and all
rights and obligations hereunder under the provisions of any
mortgage, deed of trust, indenture or other instrument that
it has executed or may execute hereafter as security for
indebtedness. Either Xxxxx, without relieving itself of its
obligations under this Agreement, may assign any of its
rights hereunder to a company with which it is affiliated.
Otherwise, Shipper shall not assign this Agreement or any of
its rights and obligations hereunder, except in accord with
Article XXI of the General Terms and Conditions of
Transporter's Tariff.
SERVICE PACKAGE NO. 25116
AMENDMENT NO. 0
FIRM GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedule FT-A or FT-G )
14.2 Any person or entity that succeeds by purchase, merger, or
consolidation to the properties, substantially or as an
entirety, of either Party hereto shall be entitled to the
rights and shall be subject to the obligations of its
predecessor in interest under this Agreement.
ARTICLE XV - MISCELLANEOUS
15.1 Except for changes specifically authorized pursuant to this
Agreement, no modification of or supplement to the terms and
conditions hereof shall be or become effective until Shipper
has submitted a request for change through Transporter's
Electronic Bulletin Board and Shipper has been notified
through Transporter's Electronic Bulletin Board of
Transporter's agreement to such change.
15.2 No waiver by any Party of any one or more defaults by the
other in the performance of any provision of this Agreement
shall operate or be construed as a waiver of any future
default or defaults, whether of a like or of a different
character.
15.3 The interpretation and performance of this agreement shall
be in accordance with and controlled by the laws of the
State of Texas, without regard to Choice of Law doctrine
that refers to the laws of another jurisdiction.
15.4 Exhibit A attached hereto is incorporated herein by
reference and made a part of this Agreement for all
purposes.
15.5 If any provision of this Agreement is declared null and
void, or voidable, by a court of competent jurisdiction,
then that provision will be considered severable at
Transporter's option; and if the severability option is
exercised, the remaining provisions of the Agreement shall
remain in full force and effect.
SERVICE PACKAGE NO. 25116
AMENDMENT NO. 0
FIRM GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedule FT-A or FT-G )
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
to be duly executed as of the date first hereinabove written.
MIDWESTERN GAS TRANSMISSION COMPANY
BY: /s/ X.X. Xxxxxxxxx
X.X. Xxxxxxxxx
Agent and Attorney-in-Fact
DATE : September 15, 1998
NORTH SHORE GAS COMPANY
BY: /s/ Xxxxxxx X. Xxxxxx
TITLE: Vice President
DATE: October 12, 1998
