AMENDED AND RESTATED TRANSPORTATION SERVICE AGREEMENT FOR RATE SCHEDULE FTS BETWEEN CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION AND LACLEDE GAS COMPANY
Exhibit
10.7
Contract #3311
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FTS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
This
TRANSPORTATION SERVICE AGREEMENT, hereinafter referred to as "Agreement," is
made and entered into on this by and between CenterPoint Energy - Mississippi
River Transmission Corporation, a Delaware corporation, hereinafter called
"MRT," and Laclede Gas Co., a Missouri corporation, hereinafter called
"Customer."
In
consideration of the mutual covenants herein contained, the parties hereto agree
that MRT shall transport for Customer, on a firm basis, and Customer shall
furnish, or cause to be furnished, to MRT natural gas for such transportation
during the term hereof, at the rates and on the terms and conditions hereinafter
provided.
1)
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TERM
|
|||
Effective
Date:
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Originally
May 1, 2002, as amended and restated effective Xxxxx 0,
0000
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|||
Xxxxxxx
Xxxx Xxx Date:
|
April
30, 2013
|
|||
Evergreen?
|
Yes [
X
] No [ ]
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|||
After the Primary Term End Date, this Agreement shall continue to be in effect thereafter unless and until terminated by either MRT or Customer by written notice or electronically via the Internet as permitted or required by MRT, to the other delivered at least one (1) year prior to the date of intended termination. | ||||
2)
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QUANTITIES
|
|||
Maximum
Daily Quantity (MDQ): 150,000 Dth/Day
|
||||
3)
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RECEIPT
AND DELIVERY POINTS
|
|||
See
Exhibit A
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||||
4)
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RATE
|
|||
Service
hereunder shall be provided pursuant to Rate Schedule
FTS. Customer shall pay, or cause to be paid, to MRT each month
for all services provided hereunder the maximum applicable rate and any
other charges specified in MRT's FERC Gas Tariff, Third Revised Volume No.
1, as on file and in effect from time to time (“Tariff”), for services
rendered hereunder, unless otherwise agreed (either in writing or
electronically via the Internet as required by MRT) by MRT and Customer in
an Exhibit B, or other format provided for in the Tariff, in effect during
the term of this Agreement, or in a capacity release
award.
|
||||
5)
|
ADDRESSES
|
For Notices to
Customer:
|
For Bills to
Customer:
|
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Laclede
Gas Company
|
Laclede
Gas Company
|
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Attn: Xxxxxx
X. Xxxxxxx
|
Attn:
Gas Accounting
|
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000
Xxxxx Xxxxxx
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000
Xxxxx Xxxxxx, 00xx Xxxxx
|
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Xx.
Xxxxx, XX 00000
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Xx.
Xxxxx, XX 00000
|
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Telephone: (000)
000-0000
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Telephone: (000)
000-0000
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Facsimile: (000)
000-0000
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Facsimile: (000)
000-0000
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E-Mail: xxxxxxxx@xxxxxxxxxx.xxx
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||
For Notices to
MRT:
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For Payments to
MRT:
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0000
X. Xxxxxxxxx Xxxx., Xxxxx 000
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P.O.
Box 203293
|
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St.
Louis, MO 63144
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Xxxxxxx,
XX 00000-0000
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Facsimile: (000)
000-0000
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Page 1 of 4
Contract
#3311
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FTS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
For Wire Transfer
Payment to MRT:
|
||
MRT Nominations (other
than electronic):
|
Mississippi
River Transmission
|
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Client
Services
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Chase
Bank of Texas
|
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Facsimile: (000)
000-0000
|
ABA
No. 000000000
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Account
No.
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||
MRT Pipeline
Operations:
|
||
System
Control Department
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0000
X. Xxxxxxxxx Xxxx., Xxxxx 000
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Xx.
Xxxxx, XX 00000
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Telephone:
(000) 000-0000
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E-Mail: xxxxxxxxxx@xxxxxxxxxxxxxxxxx.xxx
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the last
date shown below.
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CENTERPOINT
ENERGY - MISSISSIPPI RIVER
|
LACLEDE
GAS COMPANY
|
||||
TRANSMISSION
CORPORATION
|
|||||
By:
|
/s/
Xxxxxx Xxxxx
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By:
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/s/
Xxxxxxx X. Xxxxxx
|
||
Name
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Xxxxxx
Xxxxx
|
Name:
|
Xxxxxxx
X. Xxxxxx
|
||
Title
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Division
Vice President – Marketing MRT
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Title:
|
Executive
Vice President
|
||
Date:
|
March
18, 2008
|
Date:
|
March
18, 2008
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Page 2 of 4
Contract
#3311
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FTS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
GENERAL TERMS AND
CONDITIONS
1)
|
Upon
termination hereof for whatever reason, Customer agrees to stop delivering
gas to MRT for transportation hereunder. In addition, upon
termination of this Agreement, Customer agrees that it will thereafter
make no further demand for service hereunder and MRT agrees that it will
make no further demand for the continuation of services or any payment
related thereto, other than payments which are due with respect to any
services previously provided. Customer agrees to cooperate with
and assist MRT in obtaining whatever regulatory approvals and
authorizations, if any, are necessary or appropriate in view of such
termination and abandonment of service hereunder.
|
2)
|
Termination
of this Agreement shall not relieve either party of any obligation that
might otherwise exist to correct any volume imbalance hereunder nor
relieve Customer of its obligation to pay any monies due hereunder to
MRT.
|
3)
|
In
accordance with the terms and conditions of Section 17 of the General
Terms and Conditions of MRT's FERC Gas Tariff, Third Revised Volume No. 1
(General Terms and Conditions), if Customer fails to pay within thirty
(30) days after payment is due all of the amount of any xxxx for service
rendered by MRT hereunder, MRT, upon ten (10) days' prior written notice
to Customer, may suspend further receipt and/or delivery of gas until such
past due amount is paid, or satisfactory credit arrangements have been
made in accordance with Section 5 of the General Terms and
Conditions. If Customer fails to pay or make satisfactory
credit arrangements within such ten (10) day notice period, MRT, in
addition to any other remedy it may have hereunder, may, upon thirty (30)
days' written notice to Customer, terminate this Agreement and cease
further receipt and/or delivery of gas on behalf of
Customer.
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4)
|
Service
hereunder shall be provided pursuant to Rate Schedule FTS of MRT's FERC
Gas Tariff, Third Revised Volume No. 1. Customer will provide
Fuel Use and LUFG.
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5)
|
This
Agreement shall be subject to the provisions of the applicable rate
schedule as well as the General Terms and Conditions set forth in MRT's
FERC Gas Tariff, Third Revised Volume No. 1, as on file and in effect from
time to time, and such provisions are incorporated herein by this
reference. Any curtailment of transportation service hereunder
shall be in accordance with the priorities set out in MRT's General Terms
and Conditions. To the extent not inconsistent with effective
law, MRT shall have the right to determine the priority and/or scheduling
of the transportation service under this Agreement and to revise the
priority and/or scheduling of this transportation service from time to
time.
|
6)
|
MRT
shall have the right at any time and from time to time to file and place
into effect unilateral changes or modifications in the rates and charges,
and other terms and conditions of service hereunder, as set forth in the
applicable rate schedule and in the General Terms and Conditions, in
accordance with the Natural Gas Act or other applicable
law.
|
7)
|
Customer
may deliver or cause to be delivered to MRT a maximum receipt point
quantity at the Receipt Points described herein, and MRT shall redeliver
thermally equivalent quantities at the Delivery Points described herein
which excludes a quantity of gas for Fuel Use and LUFG. A
maximum delivery point quantity is also specified for each MRT delivery
point. For firm service, the sum of all individual maximum
receipt point quantities shall not exceed the maximum receipt point
quantities in the aggregate. For firm service, the sum of all
individual maximum delivery point quantities shall not exceed the maximum
daily quantity set forth in this Agreement.
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8)
|
For
firm service, Secondary Receipt and Secondary Delivery Points are
available to Customer pursuant to the General Terms and Conditions of
MRT's FERC Gas Tariff, Third Revised Volume No. 1. Customer
agrees to pay any additional charges applicable to its utilization of a
Secondary Receipt Point.
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9)
|
In
the event that MRT places on file with the Commission another rate
schedule which may be applicable to service rendered hereunder, then MRT,
at its option, may, from and after the effective date of such rate
schedule, utilize such rate schedule in the performance of this
Agreement. Such rate schedule or superseding rate schedule(s)
and any revisions thereof which shall be filed and become effective shall
apply to and be a part of this Agreement. MRT shall have the
right to propose, file and make effective with the Commission, or other
body having jurisdiction, changes and revisions of any effective rate
schedule(s) and/or General Terms and Conditions, or to propose, file, and
make effective superseding rate schedules and/or General Terms and
Conditions, for the purpose of changing the rates, charges, and other
provisions thereof effective as to
Customer.
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Page 3 of
4
Contract
#3311
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FTS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
GENERAL TERMS AND
CONDITIONS
(continued)
10)
|
Except
as provided in this paragraph, this Agreement shall not be assigned by
Customer in whole or in part without MRT's prior written or electronic
consent, which consent shall not be unreasonably
withheld. Customers under Rate Schedules FTS and SCT may
release their capacity consistent with the terms and conditions of the
applicable rate schedule and the General Terms and Conditions of MRT's
Tariff. Additionally, Customer may request that MRT consent to
Customer’s assignment of this Agreement, in whole, to an entity affiliated
with Customer. For firm contracts, MRT will only consent to
assignment of the contract to a Customer’s affiliate, subject to the
assignee’s satisfaction of the criteria in Section 5.4(k), GT&C, in
the situation in which, after Customer obtains the contract, a corporate
reorganization results in a transfer to an affiliate of the function for
which the capacity was obtained. Any entity that succeeds by
purchase, merger, consolidation or otherwise to the properties of
Customer, substantially as an entirety, shall be entitled to the rights
and shall be subject to the obligations of its predecessors in title under
this Agreement. In addition to all other rights and remedies,
MRT may terminate the Agreement immediately if it is assigned by Customer
without MRT's consent, whether the assignment or contract be voluntary or
by operation of law or otherwise. Subject to the above, the
respective rights and obligations of the parties under the Agreement shall
extend to and be binding upon their heirs, successors, assigns and legal
representatives.
|
11)
|
Any
notice, statement, or xxxx provided for in this Agreement shall be in
writing (or, if this Tariff requires, via electronic means) and shall be
considered as fully delivered when hand-delivered, telecopied, or when
received by the other party if mailed by United States mail, postage
prepaid, to the addresses specified herein (unless and until either party
notifies the other, in writing, of a change in its
address).
|
12)
|
Each
party shall notify the other in writing of the name, address, telephone
number, telecopy number and e-mail address of the person or
persons who shall have authority to act for such party in connection with
this Agreement, and operating notices shall thereafter be served upon such
person or persons.
|
13)
|
This
Agreement constitutes the entire agreement between the parties and no
waiver, representation or agreement, oral or otherwise, shall affect the
subject matter hereof unless and until such waiver, representation or
agreement is reduced to writing or, if MRT permits or requires, otherwise
memorialized via electronic means, and executed by authorized
representatives of the parties. No waiver by either Customer or
MRT of any one or more defaults by the other in performance of any of the
provisions of the Agreement shall operate or be construed as a waiver of
any other existing or future default or defaults, whether of a like or of
a different character.
|
14)
|
THE
INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT SHALL BE IN ACCORDANCE
WITH THE LAWS OF THE STATE OF MISSOURI, EXCLUDING CONFLICTS OF LAW
PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A DIFFERENT
JURISDICTION.
|
15)
|
Exhibit(s)
A and B attached hereto are incorporated into this Agreement in their
entirety.
|
16)
|
This
Agreement amends and restates the currently effective Service Agreement
between the parties.
|
17)
|
The
parties agree that Customer has the Right of First Refusal
(ROFR). If customer chooses to exercise its ROFR, it shall do
so by following the procedures applicable to the exercise of a ROFR
provided for in the Tariff.
|
Page 4 of
4
Contract
#3311
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FTS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
Page
1 of 1
|
|||||||||
EXHIBIT
A
|
|||||||||
Primary
Path(s)
|
|||||||||
From
|
To
|
||||||||
#805547
CEGT-Glendale
|
#805596
CEGT-Perryville
|
||||||||
#805607
MRT Storage
|
|||||||||
#805602
CEGT-Olyphant
|
#805596
CEGT-Perryville
|
||||||||
#805607
MRT Storage
|
|||||||||
Line
Capacity
|
150,000
Dth/Day Main Line Field Zone
|
||||||||
Line
Priority
|
150,000
Dth/Day Field Zone Main Line
|
||||||||
Rate
Zone Capacity
|
150,000
Dth/Day Field Zone
|
RECEIPT
AND DELIVERY POINTS
|
||||||
Receipt
Point
|
Maximum Quantity
*
|
Delivery
Point(s)
|
Maximum Quantity
*
|
|||
805547
|
100,000
Dth/Day
|
*STG
|
150,000
Dth/Day
|
|||
CenterPoint
Energy Gas Transmission
Company
(“CEGT”)/Glendale Interconnect;
XX/0,
Xxxxxxx 0, X0X, X0X;
Meter
#80547
|
MRT
Storage
|
|||||
MRT’s
storage facilities primarily located in Lincoln Parish, LA;
Meter
#805607
|
||||||
805602
|
50,000
Dth/Day
|
805596
|
150,000
Dth/Day
|
|||
CEGT/Olyphant
Interconnect;
Xxxxxxx
0, X00X, X0X;
Meter
#805602
|
CEGT/Perryville
Interconnect
(Located
on MRT Main Line system);
XX/0,
Xxxxxxx 00, X00X, X0X
Meter
#805596
|
*
On any day MRT shall not be obligated to receive or deliver a cumulative
quantity in excess of the MDQ set forth in this Agreement.
CENTERPOINT
ENERGY - MISSISSIPPI RIVER
|
LACLEDE
GAS COMPANY
|
||||
TRANSMISSION
CORPORATION
|
|||||
By:
|
/s/
Xxxxxx Xxxxx
|
By:
|
/s/
Xxxxxxx X. Xxxxxx
|
||
Name
|
Xxxxxx
Xxxxx
|
Name:
|
Xxxxxxx
X. Xxxxxx
|
||
Title
|
Division
Vice President – Marketing MRT
|
Title:
|
Executive
Vice President
|
||
Date:
|
March
18, 2008
|
Date:
|
March
18, 2008
|
||
Contract
#3311
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FTS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
Page
1 of 3
EXHIBIT
B
Customer
agrees to pay the rates specified on this Exhibit B for performance of certain
gas transportation service under the Agreement specified above. These
rates are applicable only in accordance with the following:
RATES AND
APPLICABILITY:
(a)
|
General: In
consideration for Customer's continuing compliance with the provisions of
the Transportation Service Agreement ("Agreement") specified above, the
transportation rates and charges as defined below for the specified
services provided under the Agreement only apply to receipts from, and
subsequent deliveries to, the Points of Receipt and Delivery, quantities
and/or time periods described herein and to reserved capacity necessary to
effect such service. In addition to any rate or amount referred
to herein (including discounted rates, Negotiated Rates, overrun rates and
maximum tariff rates), Customer shall pay any applicable charges,
penalties, surcharges, fees, taxes, settlements and/or direct billed
amounts provided for in MRT's Tariff. In any event, the rate in
any month shall never be below MRT's applicable minimum tariff rate for a
discount rate transaction. For a Negotiated Rate transaction,
the rate in any month shall never be below MRT's applicable minimum tariff
rate, unless MRT otherwise agrees. MRT shall not be responsible
for the payment and satisfaction of any taxes assessed or levied on the
receipt, transmission (and any activities in connection therewith),
delivery, use and/or consumption with respect to gas delivered or received
by Customer, unless MRT agrees
otherwise.
|
(b)
|
Inability to Collect
Negotiated Rates: If this Exhibit B covers a Negotiated
Rate transaction, and MRT is unable to collect Negotiated Rates due to a
change in Commission policy or rejection of the transaction by the
Commission prior to or during the term of such transaction, then, unless
the parties agree otherwise, Customer shall pay the maximum tariff rate
for the services. In such event, MRT shall notify Customer in
writing of the requirement to pay maximum tariff rates and, if the maximum
tariff rates are greater than the Negotiated Rates under such transaction,
Customer shall have no more than thirty (30) days from the date of such
notification to give notice in writing of termination of the applicable
Agreement, with such termination to be effective no later than the end of
the month following the month in which such termination notice is
received.
|
(c)
|
Points: The
Receipt Point(s) and the Delivery Point(s) eligible for the rates
specified herein shall be as set forth in Exhibit A and (d)(iv)
below.
|
(d) | Description of Rate: Negotiated Rate [ ] Discounted Rate [ X ] (Check one) |
|
(i)
|
Reservation
Charge:
|
$0.8390/Dth
|
(ii)
|
Usage
Charge:
|
$0.0015/Dth
|
|
(iii)
|
Any
applicable Rate Schedule FTS surcharges, penalties, charges, fees, taxes,
settlements, direct billed amounts, and Fuel Use and LUFG retentions
provided for in MRT’s Tariff.
|
|
(iv)
|
In
addition to the points specified above, the discounted rates set forth
herein shall apply to deliveries to MRT’s interconnect with Gulf South at
Perryville on a secondary basis. Deliveries to Gulf South are
operationally feasible only when MRT is receiving sufficient quantities of
gas into its system from Gulf South to make deliveries for Customer by
displacement. The discounted rates shall also apply to receipts
from the Secondary Receipt Points described below in this Section (d)(iv),
provided that such receipts are subsequently delivered to the TETCO-White
County Secondary Delivery Point (no more than 30,000 Dth/Day) and/or the
MRT Storage Delivery Point described on Exhibit A, and further provided
that the quantities received from each Secondary Receipt Point described
below in this Section (d)(iv) do not exceed 50,000 Dth/Day from each such
point. Any other services under this FTS Agreement shall be at
MRT’s maximum applicable FTS tariff
rate.
|
Contract
#3311
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FTS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
|
Page
2 of 3
|
|
EXHIBIT
B
|
|
(continued)
|
Secondary Receipt Point(s):
NGPP
Natural
Gas Pipeline
Xxxxxxxx
County
Meter
#90498
OZRK
Ozark
Gas Transmission
Meter
#90523
AGLE
CEGT-Glendale
Meter
#805547
Secondary Delivery
Point(s):
TEWC
Texas
Eastern-White County
Meter
#13316
PRVL
Gulf
South-Perryville
Meter
#90496
e) Term of Rate: | Begin Date(s): | April 1, 2008 |
|
End
Date(s):
|
Primary
Term and continuing thereafter unless and until terminated by either MRT
or Customer by written notice or electronically via the Internet as
permitted or required by MRT, to the other delivered at least one (1) year
prior to the date of the intended
termination.
|
(f) | Authorized Overrun: For discounted rate transactions, any authorized overrun quantities shall be at the following rate: $0.0292/Dth. |
(g)
|
Rate-Related
Provisions:
|
|
(i)
|
Consideration
for Rate Granted: MRT agrees to the rates specified in this
Exhibit B in exchange for Customer's agreement to forego credits or other
benefits to which Customer would otherwise be entitled under the
Agreement, but only to the extent such credits or benefits would result in
a greater economic benefit over the term of this Exhibit B than that
represented by the agreed-upon rate. Accordingly, unless MRT
otherwise agrees, Customer will not receive credits (with the exception of
(1) penalty revenue credits provided pursuant to Section 34 of the General
Terms and Conditions of MRT's Tariff, and (2) capacity release credits)
from rates, refunds or other revenues collected by MRT or Customer if to
do so would effectively result in a lower rate or greater economic benefit
to Customer; provided, however, that (I) for a Customer taking service
under a discount or recourse rate agreement, the rate in any month shall
never be above MRT's applicable maximum tariff rate, and (II) MRT and a
Customer taking service under a Negotiated Rate agreement can agree
pursuant to Section 14.2 of the General Terms and Conditions of MRT's
Tariff that MRT will retain some or all of the capacity release credits to
the extent those credits exceed the amount of the Customer's invoiced
demand component. If the parties' agreement to the foregoing is
determined invalid or if Customer seeks to obtain credits or benefits
inconsistent therewith, unless MRT otherwise agrees, it will have the
right to immediately terminate or modify any provisions of this Exhibit B
that would allow Customer to pay amounts less than the maximum applicable
tariff rate.
|
Contract
#3311
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FTS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
|
Page
3 of 3
|
|
EXHIBIT
B
|
|
(continued)
|
|
(ii)
|
Regulatory
Authority: This Exhibit B is subject to Section 30 of the
General Terms and Conditions of MRT's Tariff. MRT and Customer
hereby acknowledge that this Exhibit B is subject to all valid and
applicable federal and local laws and to the orders, rules and regulations
of any constituted federal or local regulatory body or governmental
authority having jurisdiction. Any provision of this Exhibit B
which is determined by any court or regulatory body having jurisdiction to
be invalid or unenforceable will be ineffective to the extent of such
determination only, without invalidating, or otherwise affecting the
validity of, the remaining provisions. Except as otherwise
provided in subsection (b) above, unless the parties agree otherwise, if
MRT reasonably determines that a federal or local law, or
order, rule or regulation of any governmental authority having or
asserting jurisdiction (1) requires performance by MRT that is
inconsistent with the terms of this Exhibit B, or (2) conditions or
prohibits the granting of selective discounts or other rates specified in
paragraph (d) of this Exhibit B, then MRT and Customer shall promptly take
all reasonable actions in good faith to enter into alternative
arrangements that will secure to the maximum extent practicable for each
party all of the benefits of the transaction set out in this Agreement;
provided however, that MRT shall not be required to enter into or continue
arrangements that would result in a greater economic detriment to MRT than
existed prior to the regulatory event or
change.
|
Executed
by a duly authorized representative of each party hereto, in the space provided
below:
CENTERPOINT
ENERGY - MISSISSIPPI RIVER
|
LACLEDE
GAS COMPANY
|
||||
TRANSMISSION
CORPORATION
|
|||||
By:
|
/s/
Xxxxxx Xxxxx
|
By:
|
/s/
Xxxxxxx X. Xxxxxx
|
||
Name
|
Xxxxxx
Xxxxx
|
Name:
|
Xxxxxxx
X. Xxxxxx
|
||
Title
|
Division
Vice President – Marketing MRT
|
Title:
|
Executive
Vice President
|
||
Date:
|
March
18, 2008
|
Date:
|
March
18, 2008
|
||