Contract No.: 632
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 20th day
of August, 1993, by and between TENNESSEE GAS PIPELINE COMPANY, a
Delaware corporation, hereinafter referred to as "Transporter"
and EnergyNorth Natural Gas, Inc., a New Hampshire 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 12,624 dekatherms
(Dth). Any limitations of 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 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 date of
execution, 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.
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's 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 Transporter's 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 Part 284, Subpart G of the FERC
Regulations.
ARTICLE X
RESPONSIBILITY DURING TRANSPORTATION
Except as herein specified the responsibility for gas during
transportation shall be 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, express
or implied, 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 ______________ and
shall remain in force and effect until November 1, 2000
("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
unless Shipper elects upon one year's prior written notice
to Transporter to request a lesser extension term, the
Agreement shall automatically extend upon the expiration of
the primary term for a term of five years; and shall
automatically extend for successive five year terms
thereafter unless shipper provides notice described above in
advance of the expiration of a succeeding term; 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 FERC Gas
Tariff Volume No. 1, shall survive the other parts of this
Agreement until such time as such balancing has been
accomplished.
12.3 This Agreement will terminate upon 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.
ARTICLE XIII
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
P. O. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Transportation Marketing
SHIPPER:
NOTICES: EnergyNorth Natural Gas, Inc.
0000 Xxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Xxx Xxxxxxx
BILLING: EnergyNorth Natural Gas, Inc.
0000 Xxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Xxx Xxxxxxx
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 II 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 provisions of this Agreement is declared null and
void, or viodable, 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 or become effective, except by the execution of by both
Parties of a written amendment.
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 in several counterparts as of the
date first hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
BY: Xxxxx X. Xxxxxx
---------------
Xxxxx X. Xxxxxx
Agent and Attorney-in-Fact
ENERGYNORTH NATURAL GAS, INC.
BY: Xxxxxxxxxxx X. Xxxxxxx
----------------------
TITLE: VICE PRESIDENT
DATE: AUGUST 20 RED'D
Contract No.: 632
GAS TRANSPORTATION AGREEMENT
(For Use under FT-A Rate Schedule)
EXHIBIT "A"
TO GAS TRANSPORTATION AGREEMENT
DATED September 1st, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
ENERGYNORTH NATURAL GAS, INC.
SERVICE PACKAGE: 632
CONTRACT MDQ: 15,265
AMENDMENT EFFECTIVE DATE: September 1st, 1993
