Exhibit 10(e)
Service Package 9069
Amendment No. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-G Rate Schedule)
THIS AGREEMENT is made and entered into as of the 19th day of
December, 1994 by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware
Corporation, hereinafter referred to as "Transporter" and DELTA NATURAL GAS
COMPANY INC, a KENTUCKY Corporation, hereinafter referred to as "Shipper."
Transporter and Shipper shall collectively be referred to herein as the
"Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily
quantity (MDQ) of gas which Transporter agrees to receive and
transport on a firm basis, subject to Article II herein, for the
account of Shipper hereunder on each day during each month of each
year during the term hereof. Shipper shall elect a Transportation
Quantity (TQ) for each month of the year and specify the delivery
point meters to which service under this Rate Schedule applies. Any
limitations of the quantities to be delivered to each Point of
Delivery shall be as specified on Exhibit A attached hereto.
1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the
General Terms and Conditions of Transporter's FERC Gas Tariff.
ARTICLE II
TRANSPORTATION
Transportation Service - Transporter agrees to accept and receive daily on a
firm basis in accordance with Rate Schedule FT-G, at the Point(s) of
Receipt from Shipper or for Shipper's account such quantity of gas as
Shipper makes available up to the Transportation Quantity, and to deliver to
or for the account of Shipper to the Point(s) of Delivery an Equivalent
Quantity of gas.
ARTICLE III
POINT(S) OF RECEIPT AND DELIVERY
The Primary Receipt and Delivery Points shall be those points specified on
Exhibit "A" attached hereto.
ARTICLE IV
All facilities are in place to render the service provided for in this
Agreement.
ARTICLE V
QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT
For all gas received, transported and delivered hereunder the Parties agree
to the Quality Specifications and Standards for Measurement as specified in
the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No.
l. To the extent that no new measurement facilities are installed to provide
service hereunder, measurement operations will continue in the manner in
which they have previously been handled. In the event that such facilities
are not operated by Transporter or a downstream pipeline, then
responsibility for operations shall be deemed to be Shipper's.
ARTICLE VI
RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof,
the rates, charges and surcharges to be paid by Shipper to
Transporter for the transportation service provided herein,
including compensation for system fuel and losses, shall be in
accordance with Transporter's Rate Schedule FT-G and the General
Terms and Conditions of Transporter's FERC Gas Tariff.
6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for
any filing or similar fees, which have not been previously paid by
Shipper, which Transporter incurs in rendering service hereunder.
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 effective changes in (a) the rates
and charges applicable to service pursuant to Transporter's Rate
Schedule FT-G (b) the rate schedule(s) pursuant to which service
hereunder is rendered, or (c) any provision of the General Terms
and Conditions applicable to those rate schedules. Transporter
agrees that Shipper may protest or contest the aforementioned
filings, or may seek authorization from duly constituted regulatory
authorities for such adjustment of Transporter's existing FERC Gas
Tariff as may be found necessary to assure Transporter just and
reasonable rates.
ARTICLE VII
XXXXXXXX AND PAYMENTS
Transporter shall xxxx and Shipper shall pay all rates and charges in
accordance with Articles V and VI, respectively, of the General Terms and
Conditions of Transporter's FERC Gas Tariff.
ARTICLE VIII
GENERAL TERMS AND CONDITIONS
This Agreement shall be subject to the effective provisions of Transporter's
Rate Schedule FT-G and to the General Terms and Conditions incorporated
therein, as the same may be changed or superseded from time to time in
accordance with the rules and regulations of the FERC.
ARTICLE IX
REGULATION
9.1 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 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.
9.2 The transportation service described herein shall be provided
subject to Subpart B, Part 284 of the FERC Regulations.
ARTICLE X
RESPONSIBILITY DURING TRANSPORTATION
Except as herein specified, the responsibility for gas during transportation
shall be as stated in the General Terms and Conditions of Transporter's FERC
Gas Tariff Volume No. l.
ARTICLE XI
WARRANTIES
11.1 In addition to the warranties set forth in Article IX of the
General Terms and Conditions of Transporter's FERC Gas Tariff,
Shipper warrants the following:
(a) Shipper warrants that all upstream and downstream transportation
arrangements are in place, or will be in place as of the requested
effective date of service, and that it has advised the upstream and
downstream transporters of the receipt and delivery points under
this Agreement and any quantity limitations for each point as
specified on Exhibit "A" attached hereto. Shipper agrees to
indemnify and hold Transporter harmless for refusal to transport
gas hereunder in the event any upstream or downstream transporter
fails to receive or deliver gas as contemplated by this Agreement.
(b) 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 by Shipper herein.
11.2 Transporter shall not be obligated to provide or continue service
hereunder in the event of any breach of warranty.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of the 19th day of December,
1994, and shall remain in force and effect until 31st day of
December, 1995 ("Primary Term") and on a month to month basis
thereafter unless terminated by either Party upon at least thirty
(30) days prior written notice to the other Party provided,
however, that if the Primary Term is one year or more, then unless
Shipper elects upon one year's prior written notice to Transporter
to request a lesser extension term, the Agreement shall
automatically extend upon the expiration of the Primary Term for a
term of five years; and shall automatically extend for successive
five year terms thereafter unless Shipper provides notice as
described above in advance of the expiration of a succeeding term;
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 correct or cash-out
imbalances under this Agreement as required by the General Terms
and Conditions of Transporter's FERC Gas Tariff Volume No. 1 shall
survive the other parts of this Agreement until such tune as such
balancing has been accomplished; provided, however, that
Transporter notifies Shipper of such imbalance no later than twelve
months after the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written notice
from Transporter in the event Shipper fails to pay all of the
amount of any xxxx for service rendered by Transporter hereunder in
accord with the terms and conditions of Article VI of the General
Terms and Conditions of Transporter's FERC Tariff.
ARTICLE XIII
NOTICE
Except as otherwise provided in the applicable to this Agreement, any notice
in writing and mailed to the post office to receive the same, as follows:
General Terms and Conditions under this Agreement shall be address of the
Party intended as follows:
TRANSPORTER: TENNESSEE GAS PIPELINE COMPANY
P. O. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Transportation Marketing
SHIPPER:
NOTICES: DELTA NATURAL GAS COMPANY INC
0000 XXXXXXXXX XXXX
XXXXXXXXXX, XX 00000-0000
Attention: XXXXXX X. XXXXXXXX
BILLING: DELTA NATURAL GAS COMPANY INC
0000 XXXXXXXXX XXXX
XXXXXXXXXX, XX 00000-0000
Attention: XXXXX X. XXXXXX
or to such other address as either Party shall designate by formal 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 which it has executed or may
execute hereafter as security for indebtedness. Otherwise, Shipper
shall not assign this Agreement or any of its rights hereunder,
except in accord with Article III, Section 11 of the General Terms
and Conditions.
14.2 Any person which shall succeed by purchase, merger, or
consolidation to the properties, substantially 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 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 the doctrines governing choice of law.
15.2 If any provisions of this Agreement is declared null and void, or
voidable, by a court of competent jurisdiction, then that provision
will be considered severable at either Party's option; and if the
severability option is exercised, the remaining provisions of the
Agreement shall remain in full force and effect.
15.3 Unless otherwise expressly provided in this Agreement or
Transporter's Gas Tariff, no modification of or supplement to the
terms and provisions stated in this Agreement shall be or become
effective, until Shipper has submitted a request for
change through the TENN-SPEED 2 System and Shipper has been
notified through TENN-SPEED 2 of Transporter's agreement to such
change.
15.4 Exhibit "A" attached hereto is incorporated herein by reference and
made a part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed in several counterparts as of the date first hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
BY: /S/ XXXXX X. XXXXXXX
----------------------
Director, Transportation Services
Central Region
DELTA NATURAL GAS COMPANY INC.
BY: /s/ XXXXXX X. XXXXXXXX
-----------------------
TITLE: MGR. - GAS SUPPLY
-----------------
DATE: 2-20-95
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GAS TRANSPORTATION AGREEMENT
(For Use Under FTG Rate Schedule)
EXHIBIT "A"
AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
DATED DECEMBER 19, 0000
XXXXXXX
XXXXXXXXX GAS PIPELINE COMPANY AND DELTA NATURAL GAS COMPANY INC.
MONTHLY MDQS: (01) January 250 (04) April 75 (07) July 50 (10) October 100
(02) February 250 (05) May 50 (08) August 50 (11) November 175
(03) March 150 (06) June 50 (09) September 100 (12) December 250
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TO BILLABLE-TO MONTH
----------------------------------------------------------------------------------------------------------------------------------
20744 STA 542 POOLING POINT NOXUBEE MS 01 R 500 250 250 01
20744 STA 000 XXXXXXX XXXXX XXXXXXX XX 01 R 500 250 250 02
20744 STA 000 XXXXXXX XXXXX XXXXXXX XX 01 R 500 150 150 03
20744 STA 000 XXXXXXX XXXXX XXXXXXX XX O1 R 500 75 75 04
20744 STA 000 XXXXXXX XXXXX XXXXXXX XX 01 R 500 50 50 O5
20744 STA 000 XXXXXXX XXXXX XXXXXXX XX 01 R 500 50 50 06
20744 STA 000 XXXXXXX XXXXX XXXXXXX XX 01 R 500 50 50 07
20744 STA 000 XXXXXXX XXXXX XXXXXXX XX 01 R 500 50 50 O8
20744 STA 000 XXXXXXX XXXXX XXXXXXX XX 01 R 500 100 100 09
20744 STA 000 XXXXXXX XXXXX XXXXXXX XX 01 R 500 100 100 10
20744 STA 000 XXXXXXX XXXXX XXXXXXX XX 01 R 500 175 175 11
20744 STA 000 XXXXXXX XXXXX XXXXXXX XX O1 R 500 250 250 12
Total Receipt To: 1,550 1,550
0000 XXXX XXXX XXXXX XXXXXX XX 02 D 087 250 250 O1
0000 XXXX XXXX XXXXX XXXXXX XX 02 D 087 250 250 02
0000 XXXX XXXX XXXXX XXXXXX XX 02 D 087 150 150 03
0000 XXXX XXXX XXXXX XXXXXX XX 02 D 087 75 75 04
0000 XXXX XXXX XXXXX XXXXXX XX 02 D 087 50 50 05
GAS TRANSPORTATION AGREEMENT
(For Use Under FTG Rate Schedule)
(EXHIBIT "A" Cont.)
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TO BILLABLE-TO MONTH
----------------------------------------------------------------------------------------------------------------------------------
0000 XXXX XXXX XXXXX XXXXXX XX 02 D 087 50 50 06
0000 XXXX XXXX XXXXX XXXXXX XX 02 0 087 5O 50 07
0000 XXXX XXXX XXXXX XXXXXX XX 02 D 087 50 50 O8
0000 XXXX XXXX XXXXX XXXXXX XX 02 D 087 100 100 09
0000 XXXX XXXX XXXXX XXXXXX XX 02 D 087 100 100 10
0000 XXXX XXXX XXXXX XXXXXX XX 02 D 087 175 175 11
0000 XXXX XXXX XXXXX XXXXXX XX 02 D 087 250 250 12
Total Delivery To: 1,550 1,550
NUMBER OF RECEIPT POINTS AFFECTED: 1
NUMBER OF DELIVERY POINTS AFFECTED: 1
Note: Exhibit "A" is a reflection of the contract and all amendments as of the amendment effective date.
SCHEDULE OF OTHER GAS TRANSPORTATION AGREEMENTS
This is a schedule of other Gas Transportation Agreements substantially
identical to this exhibit in all material respects. The other Gas
Transportation Agreements to which the Registrant is a party are set forth
below with the material details that differ from this Exhibit:
1. Gas Transportation Agreement (contract No. 2448), dated September 1,
1993, by and between Tennessee Gas Pipeline Company and the Registrant.
Materially different details: Maximum Daily Quantities for any given month
are up to 1,500 Dekatherms for months of January, February and December;
Initial Term expired November 1, 2000, but has same five year renewal
periods as in exhibit.
2. Gas Transportation Agreement (contract No. 2515), dated September 1,
1993, by and between Tennessee Gas Pipeline Company and the Registrant.
Materially different details: Maximum Daily Quantities for any given month
are up to 5,500 Dekatherms for months of January, February and December;
Initial Term expired November 1, 2000, but has same five year renewal
periods as in exhibit.
3. Gas Transportation Agreement (contract No. 2555), dated September 1,
1993, by and between Tennessee Gas Pipeline Company and the Registrant.
Materially different details: Maximum Daily Quantities for any given month
are up to 8,561 Dekatherms for months of January, February and December;
Initial Term expired November 1, 2000, but has same five year renewal
periods as in exhibit.
4. Gas Transportation Agreement (Contract No. 2516), dated September 1,
1993, by and between Tennessee Gas Pipeline Company and the Registrant.
Materially different details: Maximum Daily Quantities for any given month
are up to 400 Dekatherms for months of January, February and December;
Initial Term expired November 1, 2000, but has same five year renewal
periods as in exhibit.
5. Gas Transportation Agreement (Contract No. 2747), dated September 1,
1993, by and between Tennessee Gas Pipeline Company and the Registrant.
Materially different details: Rates, charges and surcharges to be paid by
Registrant governed by Tennessee's Rate Schedule FT-A and not FT-G; Maximum
Daily Quantities are 1,400 Dekatherms regardless of month, for months of
January, February and December; Initial Term expired November 1, 2000, but
has same five year renewal periods as in exhibit.
