Contract # ___________
SERVICE AGREEMENT
between
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
and
ATLANTA GAS LIGHT COMPANY
Dated
January 14, 1998
SERVICE AGREEMENT
THIS AGREEMENT entered into this 14th day of January, 1998, by and
between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware corporation,
hereinafter referred to as "Seller," first party, and ATLANTA GAS LIGHT COMPANY,
hereinafter referred to as "Buyer," second party,
WITNESSETH
WHEREAS, Seller has filed an application with the Federal Energy
Regulatory Commission in Docket No. CP97-331 for a certificate of public
convenience and necessity authorizing Seller's 1998 Cherokee Expansion Project
(referred to as the "Cherokee Expansion"); and
WHEREAS, the Cherokee Expansion will add 87,070 Dt per day (at 1035 Btu
per standard cubic foot) of incremental firm transportation capacity on Seller's
mainline system by a proposed in-service date of November 1, 1998: and
WHEREAS, Buyer has requested firm transportation service under the
Cherokee Expansion and has executed with Seller a Precedent Agreement, dated
February 28, 1997, for such service; and
WHEREAS, Seller is willing to provide the requested firm transportation
for Buyer under the Cherokee Expansion pursuant to the terms of this Service
Agreement and the Precedent Agreement.
NOW, THEREFORE, Seller and Buyer agree as follows:
ARTICLE I
GAS TRANSPORTATION SERVICE
1. Subject to the terms and provisions of this agreement and of
Seller's Rate Schedule FT, Buyer agrees to deliver or cause to be delivered to
Seller gas for transportation and Seller agrees to receive, transport and
redeliver natural gas to Buyer or for the account of Buyer, on a firm basis, a
Transportation Contract Quantity ("TCQ") of 85,000 Dt per day at 1035 Btu per
standard cubic foot (but in no event to exceed 82,125.6 Mcf per day,
irrespective of the actual heat content of the gas).
2. Transportation service rendered hereunder shall not be subject to
curtailment or interruption except as provided in Section 11 of the General
Terms and Conditions of Seller's FERC Gas Tariff.
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ARTICLE II
POINT(S) OF RECEIPT
Buyer shall deliver or cause to be delivered gas at the point(s) of
receipt hereunder at a pressure sufficient to allow the gas to enter Seller's
pipeline system at the varying pressures that may exist in such system from time
to time; provided, however, the pressure of the gas delivered or caused to be
delivered by Buyer shall not exceed the maximum operating pressure(s) of
Seller's pipeline system at such point(s) of receipt. In the event the maximum
operating pressure(s) of Seller's pipeline system, at the point(s) of receipt
hereunder, is from time to time increased or decreased, then the maximum
allowable pressure(s) of the gas delivered or caused to be delivered by Buyer to
Seller at the point(s) of receipt shall be correspondingly increased or
decreased upon written notification of Seller to Buyer. The point(s) of receipt
for natural gas received for transportation pursuant to this agreement shall be:
See Exhibit A, attached hereto, for points of receipt.
ARTICLE III
POINT(S) OF DELIVERY
Seller shall redeliver to Buyer or for the account of Buyer the gas
transported hereunder at the following point(s) of delivery and at a
pressure(s)of:
See Exhibit B, attached hereto, for points of delivery and pressures.
ARTICLE IV
TERM OF AGREEMENT
This agreement shall be effective as of the later of November 1, 1998
or the date Seller's facilities necessary to provide service to Buyer under the
Cherokee Expansion have been constructed and are ready for service, and shall
remain in force and effect until 10:00 a.m. Eastern Standard Time November 1,
2013 and year to year thereafter until terminated by Seller or Buyer upon at
least one (1) year written notice; provided, however, this agreement shall
terminate immediately and, subject to the receipt of necessary authorizations,
if any, Seller may discontinue service hereunder if (a) Buyer, in Seller's
reasonable judgement fails to demonstrate credit worthiness, and (b) Buyer fails
to provide adequate security in accordance with Section 32 of the General Terms
and Conditions of Seller's Volume No. 1 Tariff. As set forth in Section 8 of
Article II of Seller's August 7, 1989 revised Stipulation and Agreement in
Docket Nos. RP88-68 et. al., (a) pregranted abandonment under Section 284.221(d)
of the Commission's Regulations shall not apply to any long term conversions
from firm sales service to transportation service under Seller's Rate Schedule
FT and (b) Seller shall not exercise its right to terminate this service
agreement as it applies to transportation service resulting from conversions
from firm sales service so long as Buyer is willing to pay rates no less
favorable than Seller is otherwise able to collect from third parties for such
service.
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SERVICE AGREEMENT (CONTINUED)
ARTICLE V
RATE SCHEDULE AND PRICE
1. Buyer shall pay Seller for natural gas delivered to Buyer hereunder
in accordance with Seller's Rate Schedule FT and the applicable provisions of
the General Terms and Conditions of Seller's FERC Gas Tariff as filed with the
Federal Energy Regulatory Commission, and as the same may be legally amended or
superseded from time to time. Such Rate Schedule and General Terms and
Conditions are by this reference made a part hereof. In the event Buyer and
Seller mutually agree to a negotiated rate and specified term for service
hereunder, provisions governing such negotiated rate (including surcharges) and
term shall be set forth on Exhibit C to this service agreement.
2. Seller and Buyer agree that the quantity of gas that Buyer delivers
or causes to be delivered to Seller shall include the quantity of gas retained
by Seller for applicable compressor fuel, line loss make-up (and injection fuel
under Seller's Rate Schedule GSS, if applicable) in providing the transportation
service hereunder, which quantity may be changed from time to time and which
will be specified in the currently effective Sheet No. 44 of Volume No. 1 of
this Tariff which relates to service under this agreement and which is
incorporated herein.
3. In addition to the applicable charges for firm transportation
service pursuant to Section 3 of Seller's Rate Schedule FT, Buyer shall
reimburse Seller for any and all filing fees incurred as a result of Buyer's
request for service under Seller's Rate Schedule FT, to the extent such fees are
imposed upon Seller by the Federal Energy Regulatory Commission or any successor
governmental authority having jurisdiction.
ARTICLE VI
MISCELLANEOUS
1. This Agreement supersedes and cancels as of the effective date
hereof the following contract(s) between the parties hereto:
None
2. No waiver by either party of any one or more defaults by the other
in the performance of any provisions of this agreement shall operate or be
construed as a waiver of any future default or defaults, whether of a like or
different character.
3. The interpretation and performance of this agreement shall be in
accordance with the laws of the State of Texas, without recourse to the law
governing conflict of laws, and to all present and future valid laws with
respect to the subject matter, including present and future orders, rules and
regulations of duly constituted authorities.
4. This agreement shall be binding upon, and inure to the benefit of
the parties hereto and their respective successors and assigns.
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SERVICE AGREEMENT (CONTINUED)
5. Notices to either party shall be in writing and shall be considered
as duly delivered when mailed to the other party at the following address:
(a) If to Seller:
Transcontinental Gas Pipe Line Corporation
X.X. Xxx 0000
Xxxxxxx, Xxxxx, 00000-0000
Attention: Director - Customer Services
(b) If to Buyer:
Atlanta Gas Light Company
X.X.Xxx 0000
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxx Xxxxxx
Such addresses may be changed from time to time by mailing appropriate notice
thereof to the other party by certified or registered mail.
IN WITHNESS WHEREOF, the parties hereto have caused this agreement to
be signed by their respective officers or representatives thereunto duly
authorized.
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
(Seller)
By: /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Vice President - Customer Services
ATLANTA GAS LIGHT COMPANY
(Buyer)
By: /s/ Xxxxxx X. Xxxxxx
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EXHIBIT A
Maximum Daily Quantity
Point(s) of Receipt at each Receipt Pt. (Dt/d) 1
Point of interconnection between Transco's mainline 85,000
and Mobile Bay Lateral at milepost 784.66 in Choctaw
County, Alabama
__________________________
1 These quantities do not include the additional quantities of gas to
be retained by Seller for compressor fuel and line loss make-up. Therefore,
Buyer shall also deliver or cause to be delivered at the receipt points such
additional quantities of gas in kind to be retained by Seller for compressor
fuel and line loss make-up.
EXHIBIT B
Maximum Daily Quantity
Point(s) of Delivery and Pressure 2 at each Delivery Pt. (Dt/d) 3
Suwanee Delivery Point in Gwinnett County, Georgia 85,000
___________________________
2 Pressure(s) shall not be less than fifty (50) pounds per square inch
gauge or at such other pressures as may be agreed upon in the day-to-day
operations of Buyer and Seller.
3 Deliveries to or for the account of Shipper at the delivery point(s)
shall be subject to the limits of the Delivery Point Entitlements ("DPE's") of
the entities receiving the gas at the delivery points, as such DPE's are set
forth in Transco's FERC Gas Tariff, as amended from time to time.
EXHIBIT C
Specification of Negotiated Rate and Term
Not Applicable
