EXHIBIT 10.85
Service Package No: 34007
Amendment No: 0
GAS TRANSPORTATION AGREEMENT
(For Use under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 2 day of November,
2000, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation,
hereinafter referred to as "Transporter" and CHATTANOOGA GAS CO, a TENNESSEE
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 - 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 39792
dekatherms. Any limitations on 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. Except as provided to the contrary in any
written or electronic agreement(s) between Transporter and Shipper in
effect during the term of this Agreement, Shipper shall pay Transporter the
applicable maximum
Service Package No: 34007
Amendment No: 0
rate(s) and all other applicable charges and surcharges specified in
the Summary of Rates in Transporter's FERC Gas Tariff and in this Rate
Schedule. Transporter and Shipper may agree that a specific discounted
rate will apply only to certain volumes under the agreement.
Transporter and Shipper may agree that a specified discounted rate
will apply only to specified volumes (MDQ, TQ, commodity volumes,
Extended Receipt and Delivery Service Volumes or Authorized Overrun
volumes) under the Agreement; that a specified discounted rate will
apply only if specified volumes are achieved (with the maximum rates
applicable to volumes above the specified volumes or to all volumes if
the specified volumes are never achieved); that a specified discounted
rate will apply only during specified periods of the year or over a
specifically defined period of time; and/or that a specified
discounted rate will apply only to specified points, zones, markets or
other defined geographical area. Transporter and Shipper may agree to
a specified discounted rate pursuant to the provisions of this Section
6.1 provided that the discounted rate is between the applicable
maximum and minimum rates for this service.
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 the 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.
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Amendment No: 0
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 contract shall be effective as of 2 November, 2000 and shall remain
in force and effect, unless modified as per Exhibit B, until 1 November,
2005 ("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 any rights to Shipper's extension of this Agreement
after the Primary Term shall be governed by Article III, Section 10.4 of
the General Terms and Conditions of Transporter's FERC Gas Tariff,
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 Tariff 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 not 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 Gas Tariff.
ARTICLE XIII - NOTICE
Service Package No: 34007
Amendment No: 0
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
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Director, Transportation Control
SHIPPER:
NOTICES: CHATTANOOGA GAS CO
C/O ATLANTA GAS LIGHT COMPANY
X.X. XXX 0000
XXXXXXX, XX, XXX-000000000
Attention: XXXXXX XXXXXX/XXXX XXXXX
BILLING: ATLANTA GAS LIGHT CO
0000 XXXXXXXX XXXXXX, XX
XXXXXXX, XX, XXX-00000
Attention: XXXX XXXXXXXX
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 CONTRACT 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 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 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
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Amendment No: 0
or become effective until Shipper has submitted a request for change
through PASSKEY and Shipper has been notified through PASSKEY 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: _________________________________
Agent and Attorney-in-Fact
CHATTANOOGA GAS CO
BY: _________________________________
TITLE:_______________________________
DATE:________________________________
EXHIBIT "A"
TO GAS TRANSPORTATION AGREEMENT
DATED November 2, 0000
XXXXXXX
XXXXXXXXX GAS PIPELINE COMPANY
AND
CHATTANOOGA GAS CO
CHATTANOOGA GAS CO
EFFECTIVE DATE OF AMENDMENT: November 2, 2000
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 34007
SERVICE PACKAGE TQ: 39792 Dth
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG TOTAL-TQ BILLABLE-TQ
-----------------------------------------------------------------------------------------------------------------------------------
001437 BRAZOS BLOCK 397 TRANSCONTINENTAL GAS PIPE LINE OFFSHORE- OT OO R 100 1519 1519
CORP FEDERAL 704
010503 NEWFIELD-E CAMERON XXX 00X XXXXXXXX XXXXXXXXXXX XX XXXXXXXX- XX XX R 800 1034 1034
FEDERAL 703
010671 TRIDENT - XXXXX PLT DEHYD DYNEGY MIDSTREAM SERVICES CAMERON LA OL R 800 595 595
L.P.
010932 SHIP SHOAL 154 E DEVON ENERGY PRODUCTION OFFSHORE- OL OL R 500 6082 6082
COMPANY, L.P. FEDERAL 711
011119 SOUTH XXXXX ISLAND 61 C CHEVRON USA INC OFFSHORE- OL OL R 500 858 858
FEDERAL 707
011220 XXXXXX ISLAND 365 A DEVON ENERGY PRODUCTION OFFSHORE- OL OL R 500 555 555
COMPANY, L.P. FEDERAL 710
011422 SOUTH XXXXX ISLAND 260 XXXXXX PETROLEUM OPERATING OFFSHORE- OL OL R 800 1403 1403
COMPANY FEDERAL 707
011802 SHIP SHOAL 198-J DEVON ENERGY PRODUCTION OFFSHORE- OL OL R 500 2363 2363
COMPANY, L.P. FEDERAL 711
011911 XXXXXXX COUNTY TRANS PG&E TEXAS PIPELINE, X.X. XXXXXXX TX OO R 100 2401 2401
EXCHANGE
011971 CHEVRON - SOUTH XXXXX CHEVRON USA INC OFFSHORE- OL OL R 500 556 556
ISLAND 78-B FEDERAL 707
012020 TRANSCO - FALFURRIAS TRANSPORT TRANSCONTINENTAL GAS PIPELINE XXX XXXXX TX 00 R 100 22 22
CORP
012024 SAMSON - PRAIRIE-EAST CAMERON XXX 00 SAMSON RESOURCES CO OFFSHORE-
FEDERAL 703 OL 0L R 800 1858 1858
012088 VALERO - XXXXX XXXXXXX EXCHANGE PG&E TEXAS PIPELINE, X.X. XXXXXXX TX 00 R 100 7148 7148
000000 XXXX XXXXXXXXXX XXXXXXXXX (75-3201) EAST TENNESSEE NATURAL GAS PERRY TN 01 D 100 20898 20898
COMPANY
000000 XXXXXXXXXX XXXXXXXXX #0 (Dual 753101) EAST TENNESSEE NATURAL GAS XXXXXXXXX TN 01 D 500 18894 18894
COMPANY
070017 TGP - BEAR CREEK STOR WITHDRAWAL BIENVILLE LA 01 R 100 13398 13398
Total Receipt TQ 39792 39792
Total Delivery TQ 39792 39792
NUMBER OF RECEIPT POINTS: 14
NUMBER OF DELIVERY POINTS: 2
Note: Exhibit "A" is a reflection of the contract and all amendments as of the
amendment effective date.
