Contract #463
TRANSPORTATION SERVICE AGREEMENT
This TRANSPORTATION SERVICE AGREEMENT, hereinafter referred to as
"Agreement," made and entered into on this 13th day of October, 1993, by and
between Mississippi River Transmission Corporation, a Delaware corporation,
hereinafter called "MRT," and Laclede Gas Company, a Missouri corporation,
hereinafter called "Customer."
WHEREAS, Customer, a local distribution company, has submitted a valid
request time and date stamped 5:00 p.m. CST on October 1, 1993 that MRT
transport natural gas pursuant to Rate Schedule FTS; and
WHEREAS, MRT owns and operates an interstate natural gas pipeline and has
agreed to provide such service for Customer subject to the terms and
conditions hereof; and
WITNESSETH: That, 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
prices and on the terms and conditions hereinafter provided.
ARTICLE 1
TERM
Section 1.1 - This Agreement shall become effective as of November 1,
1993, and shall continue for a primary term ending October 31, 1999;
provided, however, that this Agreement shall continue from year to year
thereafter unless and until terminated by either MRT or Customer by written
notice to the other delivered at least six (6) calendar months prior to the
next succeeding year of the Agreement.
Section 1.2 - 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, as are necessary or appropriate in view of such termination and
abandonment of service hereunder.
Section 1.3 - Termination of this Agreement shall not relieve either
party of any obligation that might otherwise exist
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to correct any volume imbalance hereunder nor relieve Customer of its
obligation to pay any monies due hereunder to MRT.
Section 1.4 - In accordance with the terms and conditions of Section 19
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 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.
ARTICLE 2
RATE SCHEDULE
Section 2.1 - 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 in kind.
Section 2.2 - 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.
Section 2.3 - 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.
ARTICLE 3
QUANTITIES
Section 3.1 - Customer may deliver or cause to be delivered to MRT at
the Receipt Points described in Exhibit A and A-1 to this Agreement, and MRT
agrees to accept at such points for transportation under this Agreement,
quantities of natural gas up
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to a Receipt Point Maximum Daily Quantity (Receipt Point MDQ) of 670,766
MMBtus per day which excludes a quantity of gas for Fuel Use and Loss. A
maximum receipt point quantity is specified in Exhibit A and Exhibit A-1 for
each receipt point. For firm service, the sum of all individual maximum
receipt point quantities listed in Exhibit A shall not exceed the maximum
receipt point quantities in the aggregate.
Section 3.2 - MRT shall redeliver thermally equivalent quantities, as
defined in the General Terms and Conditions, to Customer, and Customer
agrees to accept delivery of quantities of natural gas up to a Maximum Daily
Quantity (MDQ) of 655,160 MMBtus per day at the delivery points described in
Exhibit B and Exhibit B-1 to this Agreement. A maximum delivery point
quantity is also specified for each MRT delivery point in Exhibit B and
Exhibit B-1. For firm service, the sum of all individual maximum delivery
point quantities listed in Exhibit B shall not exceed the MDQ set forth in
this Section 3.2.
ARTICLE 4
RATE
Section 4.1 - 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, for service(s) rendered
hereunder, unless otherwise agreed in writing by MRT and Customer. The
maximum applicable rate(s) as of the effective date of this Agreement to be
charged by MRT for the service(s) to be provided hereunder are set forth on
Exhibit C.
Section 4.2 - 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 Commissison, 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.
ARTICLE 5
ASSIGNMENT
Section 5.1 - This Agreement shall not be assigned by Customer in whole
or in part without MRT's prior written consent,
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which consent shall not be unreasonably withheld; provided, however, that
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 FERC Gas Tariff, Third Revised
Volume No. 1. 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.
ARTICLE 6
NOTICES
Section 6.1 - Any notice, statement, or xxxx provided for in this
Agreement shall be in writing and shall be considered as duly delivered when
hand-delivered, telecopied, or when received by the other party if mailed by
United States mail, postage prepaid, to the following addresses (unless and
until either party notifies the other, in writing of a change in its
address):
To Customer: Laclede Gas Company
Payments
Xxxxxx X. Xxxxxxx
000 Xxxxx Xxxxxx, Xxxx 0000
Xx. Xxxxx, XX 00000
(000) 000-0000
Notices
Xxxxxx X. Xxxxxxx
000 Xxxxx Xxxxxx, Xxxx 0000
Xx. Xxxxx, XX 00000
(000) 000-0000
Telecopy
(000) 000-0000
To MRT: Mississippi River Transmission Corporation
Payments
P. O. Xxx 000000
Xx. Xxxxx, XX 00000-0000
Notices
Transportation Services
0000 Xxxxxxx Xxxx
Xx. Xxxxx, XX 00000
Nominations (other than electronic)
Transportation Services
0000 Xxxxxxx Xxxx
Xx. Xxxxx, XX 00000
Telecopy: (000) 000-0000
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Pipeline Operations
Gas Control Department
0000 Xxxxxxx Xxxx
Xx. Xxxxx, XX 00000
Telecopy: (000) 000-0000
Section 6.2 - Each party shall notify the other in writing of the name,
address, telephone number and telecopy number 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.
ARTICLE 7
MISCELLANEOUS
Section 7.1 - 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 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.
Section 7.2 - At the time Customer executes this Agreement, Customer
shall complete Exhibit D if applicable.
Section 7.3 - Exhibits X, X-0, X, X-0, X, X and E attached hereto are
incorporated into this Agreement in their entirety.
Section 7.4 - This Agreement replaces all previously effective firm
sales agreements between the parties. 18 CFR Section 284.284.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date hereinabove first written.
ATTEST: MISSISSIPPI RIVER TRANSMISSION
CORPORATION
s/Xxxxxxx X. Xxxxxxxxxx By s/Xxxxx X. Xxxxx (AVS)
Secretary Xxxxx X. Xxxxx
0000 Xxxxxxx Xxxx
Xx. Xxxxx, XX 00000
ATTEST: LACLEDE GAS COMPANY
s/X. X. Xxxxxxx By s/Xxxxxxx X. Xxxxxx
Secretary Xxxxxxx X. Xxxxxx
Vice President-Operations,
Gas Supply and Technical Services
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