EXHIBIT 10.6
SERVICE PACKAGE NO. 31603
AMENDMENT NO.0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedule IT)
THIS AGREEMENT is made and entered into as of the 11th day of November, 1999, by
and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter
referred to as "Transporter" and PROJECT ORANGE ASSOCIATES L P, a DELAWARE
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, subject to Article II
herein, for the account of Shipper hereunder on each day during each year
during the term hereof which shall be 5,000 dekatherms.
1.2 EQUIVALENT QUANTITY - shall be as defined in the Article I of the General
Terms and Conditions of Transporter's FERC Gas Tariff.
ARTICLE II
TRANSPORTATION
Transporter agrees to accept and receive daily on an interruptible basis,
as determined in Transporter's sole opinion, 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 of gas and deliver for Shipper to the Delivery
Point(s) an Equivalent Quantity of gas.
ARTICLE III
FACILITIES
All Facilities are in place to render the service provided for in this
Agreement and Transporter shall have no obligation to build facilities to
perform this service.
SERVICE PACKAGE NO. 31603
AMENDMENT NO.0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedule IT)
ARTICLE IV
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 V
RATES AND CHARGES FOR GAS TRANSPORTATION
5.1 TRANSPORTATION RATES - Commencing with the date of initial receipt of gas
by 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 IT and the General Terms and Conditions of
Transporter's FERC Gas Tariff.
5.2 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.
5.3 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 and charges applicable to service
pursuant to Transporter's Rate Schedule IT, (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 VI
XXXXXXXX AND PAYMENTS
SERVICE PACKAGE NO. 31603
AMENDMENT NO.0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedule IT)
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 VII
GENERAL TERMS AND CONDITIONS
This Agreement shall be subject to the effective provisions of Transporter's
Rate Schedule IT 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 VIII
REGULATION
8.1 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.
8.2 The transportation service described herein shall be provided subject to
Subpart G, Part 284 of the FERC Regulations.
ARTICLE IX
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 X
WARRANTIES
SERVICE PACKAGE NO. 31603
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedule IT)
10.1 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. 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.
10.2 Transporter shall not be obligated to provide or continue service hereunder
in the event of any breach of warranty.
ARTICLE XI
TERM
11.1 This Agreement shall be effective from the date hereof and shall remain in
full force and effect on a month to month basis unless terminated by either
Party upon at least thirty (30) days prior written notice to the other
Party.
11.2 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.
11.3 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.
SERVICE PACKAGE NO. 31603
AMENDMENT NO.0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedule IT)
ARTICLE XII
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
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Director, Transportation Control
SHIPPER:
NOTICES: PROJECT ORANGE ASSOCIATES L P
C/O GPU INTERNATIONAL, INC.
XXX XXXXX XXXX XXXX
XXXXXXXXXX, XX 00000
Attention: XXX XXXXXX
BILLING: PROJECT ORANGE ASSOCIATES L P
C/O GPU INTERNATIONAL, INC.
XXX XXXXX XXXX XXXX
XXXXXXXXXX, XX 00000
Attention: XXX XXXXXX
or to such other address as either Party shall designate by formal written
notice to the other.
SERVICE PACKAGE NO. 31603
AMENDMENT NO.0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedule IT)
ARTICLE XIII
ASSIGNMENT
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. Otherwise, this Agreement shall
not be assigned.
ARTICLE XIV
MISCELLANEOUS
14.1 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.
14.2 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.
14.3 Unless otherwise expressly provided in this Agreement or Transporter's FERC
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 Electronic Bulletin Board and
Shipper has been notified through the Electronic Bulletin Board of
Transporter's agreement to such change.
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: /s/ Xxxxxxx X. Xxxxxxx
__________________________
Agent and Attorney-in-Fact
SERVICE PACKAGE NO. 31603
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedule IT)
PROJECT ORANGE ASSOCIATES LP
BY: /s/ Xxxx Xxxxxxxx
__________________________
TITLE: Vice President
__________________________
DATE: November 18, 1999
__________________________
