Exhibit 10.1
SERVICE PACKAGE NO.30774
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS )
THIS AGREEMENT is made and entered into as of the 1st day of
October, 1999, by and between EAST TENNESSEE NATURAL GAS COMPANY,
a Tennessee Corporation, hereinafter referred to as "Transporter"
and UNITED CITIES GAS COMPANY, an Illinois Corporation,
hereinafter referred to as "Shipper." Transporter and Shipper
shall be referred to herein individually as the "Party" and
collectively as "Parties."
ARTICLE I - DEFINITIONS
The definitions found in Section 1 of Transporter's General
Terms and Conditions are incorporated herein by reference.
ARTICLE II - SCOPE OF AGREEMENT
Transporter agrees to accept and receive daily, on a firm basis,
at the Receipt Point(s) listed on Exhibit A attached hereto, from
Shipper such quantity of gas as Shipper makes available up to the
applicable Transportation Quantity stated on Exhibit A attached
hereto and deliver for Shipper to the Delivery Point(s) listed on
Exhibit A attached hereto an Equivalent Quantity of gas. The
Rate Schedule applicable to this Agreement shall be stated on
Exhibit A.
ARTICLE III - RECEIPT AND DELIVERY PRESSURES
Shipper shall deliver, or cause to be delivered, to Transporter
the gas to be transported hereunder at pressures sufficient to
deliver such gas into Transporter's system at the Receipt
Point(s). Transporter shall deliver the gas to be transported
hereunder to or for the account of Shipper at the pressures
existing in Transporter's system at the Delivery Point(s) unless
otherwise specified on Exhibit A.
ARTICLE IV - QUALITY SPECIFICATIONS AND STANDARDS FOR
MEASUREMENTS
For all gas received, transported, and delivered hereunder, the
Parties agree to the quality specifications and standards for
measurement as provided for in Transporter's General Terms and
Conditions. Transporter shall be responsible for the operation of
measurement facilities at the Delivery Point(s) and Receipt
Point(s). In the event that measurement facilities are not operated by
Transporter, the responsibility for operations shall be deemed to
be Shipper's.
ARTICLE V - FACILITIES
The facilities necessary to receive, transport, and deliver gas
as described herein are in place and no new facilities are
anticipated to be required.
ARTICLE VI
RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 Rates and Charges - Commencing on the date of implementation
of this Agreement under Section 10.1, the compensation to be paid
by Shipper to Transporter shall be in accordance with
Transporter's effective Rate Schedule FT-A or FT-GS, as specified
on Exhibit A. Where applicable, Shipper shall also pay the Gas
Research Institute surcharge and Annual Charge Adjustment
surcharge as such rates may change from time to time.
6.2 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 stated in this Article, (b) the rates
and charges applicable to service pursuant to the Rate Schedule
under which this service is rendered and (c) any provisions of
Transporter's General Terms and Conditions as they may be revised
or replaced from time to time. Without prejudice to Shipper's
right to contest such changes, Shipper agrees to pay the
effective rates and charges for service rendered pursuant to this
Agreement. Transporter agrees that Shipper may protest or
contest the aforementioned filings, or may seek authorization
from duly constituted regulatory authorities for adjustment of
Transporter's existing FERC Gas Tariff as may be found necessary
to assure Transporter just and reasonable rates.
ARTICLE VII - RESPONSIBILITY DURING TRANSPORTATION
As between the Parties hereto, it is agreed that from the time
gas is delivered by Shipper to Transporter at the Receipt
Point(s) and prior to delivery of such gas to or for the account
of Shipper at the Delivery Point(s), Transporter shall be
responsible for such gas and shall have the unqualified right to
commingle such gas with other gas in its system and shall have
the unqualified right to handle and treat such gas as its own.
Prior to receipt of gas at Shipper's Receipt Point(s) and after
delivery of gas at Shipper's Delivery Point(s), Shipper shall
have sole responsibility for such gas.
ARTICLE VIII - XXXXXXXX AND PAYMENTS
Xxxxxxxx and payments under this Agreement shall be in accordance
with Section 16 of Transporter's General Terms and Conditions as
they may be revised or replaced from time to time.
ARTICLE IX - RATE SCHEDULES AND
GENERAL TERMS AND CONDITIONS
This Agreement is subject to the effective provisions of
Transporter's FT-A or FT-GS Rate Schedule, as specified in
Exhibit A, or any succeeding rate schedule and Transporter's
General Terms and Conditions on file with the FERC, or other duly
constituted authorities having jurisdiction, as the same may be
changed or superseded from time to time in accordance with the
rules and regulations of the FERC, which Rate Schedule and
General Terms and Conditions are incorporated by reference and
made a part hereof for all purposes.
ARTICLE X - TERM OF CONTRACT
10.1 This Agreement shall be effective as of the 1st day of
October, 1999,and shall remain in force and effect until the
31st day of October, 2003,("Primary Term"), provided, however,
that if the Primary Term is one year or more, then the contract
shall remain in force and effect and the contract term will
automatically roll-over for additional five year increments
("Secondary Term") unless Shipper, one year prior to the
expiration of the Primary Term or a Secondary Term, provides
written notice to Transporter of either (1) its intent to
terminate the contract upon expiration of the then current term
or (2) its desire to exercise its right-of-first-refusal in
accord with Section 7.3 of Transporter's General Terms and
Conditions. 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.
10.2 In addition to any other remedy Transporter may have,
Transporter shall have the right to terminate this Agreement in
the event Shipper fails to pay all of the amount of any xxxx for
services rendered by Transporter hereunder when that amount is
due, provided Transporter shall give Shipper and the FERC thirty
days notice prior to any termination of service. Service may
continue hereunder if within the thirty day notice period
satisfactory assurance of payment is made in accord with Section
16 of Transporter's General Terms and Conditions.
ARTICLE XI - REGULATION
11.1 This Agreement shall be subject to all applicable
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 and Shipper. This Agreement shall be void and of no
force and effect if any necessary regulatory approval or
authorization 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.
11.2 Promptly following the execution of this Agreement, the
Parties will file, or cause to be filed, and diligently
prosecute, any necessary applications or notices with all
necessary regulatory bodies for approval of the service provided
for herein.
11.3 In the event the Parties are unable to obtain all necessary
and satisfactory regulatory approvals for service prior to the
expiration of two (2) years from the effective date hereof, then,
prior to receipt of such regulatory approvals, either Party may
terminate this Agreement by giving the other Party at least
thirty (30) days prior written notice, and the respective
obligations hereunder, except for the reimbursement of filing
fees herein, shall be of no force and effect from and after the
effective date of such termination.
11.4 The transportation service described herein shall be
provided subject to the provisions of the FERC Regulations shown
by Shipper on Exhibit A hereto.
ARTICLE XII - ASSIGNMENTS
12.1 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 that it
has executed or may execute hereafter as security for
indebtedness; otherwise, Shipper shall not assign this Agreement
or any of its rights and obligations hereunder, except as set
forth in Section 17 of Transporter's General Terms and
Conditions.
12.2 Any person or entity that shall succeed by purchase,
transfer, merger, or consolidation to the properties,
substantially or 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 XIII - WARRANTIES
In addition to the warranties set forth in Section 22 of
Transporter's General Terms and Conditions, Shipper warrants the
following:
13.1 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.
13.2 Shipper agrees to indemnify and hold Transporter harmless
from all suit actions, debts, accounts, damages, costs, losses,
and expenses (including reasonable attorneys fees) arising from
or out of breach of any warranty, by the Shipper herein.
13.3 Shipper warrants that it will have title or the right to
acquire title to the gas delivered to Transporter under this
Agreement.
13.4 Transporter shall not be obligated to provide or continue
service hereunder in the event of any breach of warranty;
provided, Transporter shall give Shipper and the FERC thirty days
notice prior to any termination of service. Service will
continue if, within the thirty day notice period, Shipper cures
the breach of warranty.
ARTICLE XIV - MISCELLANEOUS
14.1 Except for changes specifically authorized pursuant to this
Agreement, no modification of or supplement to the terms and
conditions hereof 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 the TENN-SPEED 2 system of
Transporter's agreement to such change.
14.2 No waiver by any Party of any one or more defaults by the
other in the performance of any provision of this Agreement shall
operate or be construed as a waiver of any future default or
default, whether of a like or of a different character.
14.3 Except when notice is required through the TENN-SPEED 2
system, pursuant to Transporter's FT-A or FT-GS Rate Schedule, as
applicable, or pursuant to Transporter's General Terms and
Conditions, any notice, request, demand, statement or xxxx
provided for in this Agreement or any notice that either Party
may desire to give to the other shall be in writing and mailed by
registered mail to the post office address of the Party intended
to receive the same, as the case may be, to the Party's address
shown on Exhibit A hereto or to such other address as either
Party shall designate by formal written notice to the other.
Routine communications, including monthly statements and
payments, may be mailed by either registered or ordinary mail.
Notice shall be deemed given when sent.
14.4 THE INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT SHALL
BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF
TENNESSEE, WITHOUT REGARD TO CHOICE OF LAW DOCTRINE THAT REFERS
TO THE LAWS OF ANOTHER JURISDICTION.
14.5 The Exhibit(s) attached hereto is/are incorporated herein
by reference and made a part of this Agreement for all purposes.
14.6 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 Transporter's
options; and if the severability option is exercised, the
remaining provisions of the Agreement shall remain in full force
and effect.
14.7 This Agreement supersedes and cancels the Gas Sales and
Transportation Agreement(s) between Shipper and Transporter dated
(not applicable) and (not applicable) respectively.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
to be duly executed as of the date first hereinabove written.
EAST TENNESSEE NATURAL GAS COMPANY
BY:
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Xxx Xxxxxxxxx
TITLE: Agent and Attorney-in-Fact
DATE:
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UNITED CITIES GAS COMPANY
BY:
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TITLE:
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DATE:
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EXHIBIT A TO THE
FIRM TRANSPORTATION AGREEMENT
DATED
AMENDMENT NO.0
Shipper:
Rate Schedule: FT-A
Transportation Quantity:
Proposed Commencement Date:
Termination Date:
Transportation Service will be provided under Part 284,
Subpart G of FERC Regulations.
Primary Receipt Point(s):
Meter Max.D. Inter. Location
Name No. Qt. Party CO., ST
Primary Delivery Point(s):
Meter Max.D. Inter. Location
Name No. Qt. Party CO., ST
*Transporter shall not be obligated to deliver more cubic
feet of gas to any Shipper than the quantity calculated
using 1.03 dth per million cubic feet.
Notices not made through the TENN-SPEED 2 system shall be
made to:
Shipper Invoices
New Facilities Required: Not applicable
New Facilities Charge: Not applicable
(This Exhibit A supersedes and cancels Exhibit A dated
(not
applicable) to the Firm Transportation Agreement dated
(not
applicable).
EAST TENNESSEE NATURAL GAS CO.
BY: BY:
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TITLE: TITLE:
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BY: BY:
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