Exhibit 10.5
SERVICE PACKAGE NO. 4219
AMENDMENT NO. O
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 1st day of
November, 1993, by and between TENNESSEE GAS PIPELINE COMPANY, a
Delaware Corporation, hereinafter referred to as Transporter and
UNITED CITIES GAS COMPANY, a corporation of the State of
ILLINOIS, 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 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 year during
the term hereof, which shall be 80,064 dekatherms. Any
limitations of the quantities to be received from each Point of
Receipt and/or 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, 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 Point(s) of Receipt and Delivery 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. 1. 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 shall be in accordance with Transporter's Rate Schedule
FT-A 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 for 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-A, (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-A 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 G, 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. 1.
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 1st day of
November, 1993, and shall remain in force and effect until the
1st day of November, 2000,("Primary Terms") 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 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 resolve 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 time 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 General Terms and
Conditions applicable to this Agreement, any notice under this
Agreement shall be in writing and mailed to the post office
address of the Party intended to receive the same, as follows:
TRANSPORTER: Tennessee Gas Pipeline Company
P. O. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Transportation Services
SHIPPER:
NOTICES: UNITED CITIES GAS COMPANY
0000 XXXXXXXX XXX
XXXXXXXXX, XX 00000
Attention: XXXX XXXXXX
BILLING: UNITED CITIES GAS COMPANY
0000 XXXXXXXX XXX
XXXXXXXXX, XX 00000
Attention: XXXX 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. Either Party may, without relieving itself of its
obligation under this Agreement, 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
hereunder, except in accord with Article III, Section 11 of the
General Terms and Conditions of Transporter's FERC Gas Tariff.
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 as of the date first hereinabove
written.
TENNESSEE GAS PIPELINE COMPANY
BY:
UNITED CITIES GAS COMPANY
BY:
TITLE:
DATE:
