EXHIBIT 10.65
SERVICE PACKAGE NO. 33653
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 1/st/ day of June, 2000,
by and between EAST TENNESSEE NATURAL GAS COMPANY, a Tennessee Corporation,
hereinafter referred to as "Transporter" and CHATTANOOGA GAS COMPANY, a
Tennessee 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.
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SERVICE PACKAGE NO. 33653
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
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
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SERVICE PACKAGE NO. 33653
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
Delivery Points(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 way 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 1/st/ day of June,
2000, and shall remain in force and effect until the 31st day of
October, 2005 ("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.
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SERVICE PACKAGE NO. 33653
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
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.
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SERVICE PACKAGE NO. 33653
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
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.
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SERVICE PACKAGE NO. 33653
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
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.
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SERVICE PACKAGE NO. 33653
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS )
14.7 This Agreement supersedes and cancels the Gas Transportation
Agreement, Service Package No. 31498, between Shipper and
Transporter dated December 1, 1999.
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: /s/ [ILLEGIBLE]^^
------------------------------
TITLE: Agent & Attorney-in-Fact
---------------------------
DATE: 6/6/00
----------------------------
CHATTANOOGA GAS COMPANY
BY: /s/ Xxxxx Xxxxxxxxx
------------------------------
TITLE: VP Gas Services
---------------------------
DATE: 5/25/00
----------------------------
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EXHIBIT A TO THE
FIRM TRANSPORTATION AGREEMENT
DATED DECEMBER 1, 1999
AMENDMENT NO. 0
Shipper: Chattanooga Gas Company
Rate Schedule: FT-A
Service Package No.: 33653
Transportation Quantity: 46,350 dth/d
Proposed Commencement Date: June 1, 2000
Termination Date: October 31, 2005
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
----- ----- ------ ------ -------
Ridgetop Rec. 753101 18,540 Tenn. Gas Pipeline Xxxxxxxxx, TN
Lobelville Rec. 753201 22,911 Tenn. Gas Pipeline Perry, TN
Xxxxxxxxx Co. Rec. 759315 4,899 Equitable Energy, Xxxxxxxxx, VA
L.L.C
Total Receipt TQ 46,350
Primary Delivery Point(s):
--------------------------
Meter Max. D. Inter. Location
Name No. Qt. Party CO., ST
----- ----- ------ ------ -------
Chat. East 759001 10,815 Atlanta Gas Light Xxxxxxxx, TN
Chat. North 759007 10,300 Atlanta Gas Light Xxxxxxxx, TN
Chat. Ooltewah 759016 2,060 Atlanta Gas Light Xxxxxxxx, TN
Chat. Signal Mtn. 759017 3,090 Atlanta Gas Light Xxxxxxxx, TN
Chat. Cleveland 759024 16,480 Atlanta Gas Light Xxxxxxx, TN
Chat. Xxxxxx Xx. 759106 000 Xxxxxxx Xxx Xxxxx Xxxxxxxx, XX
Chat. Vol. Ordinance 759108 1,030 Atlanta Gas Light Xxxxxxxx, TN
Chat. East Brainerd 759142 2,060 Atlanta Gas Light Xxxxxxxx, TN
*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 PASSKEY system shall be made to:
Shipper Invoices
Chattanooga Gas Co. Chattanooga Gas Co.
X/X Xxxxxxx Xxx Xxxxx Xx. X/X Xxxxxxx Gas Light Co.
0000 Xxxxxxxx Xxxxxx, X.X. 0000 Xxxxxxxx Xxxxxx, X.X.
Xxxxxxx, XX 00000-0000 Xxxxxxx, XX 00000-0000
Attn.: Xxxxx Xxxxxxxxx Attn.: Xxxx Xxxxxxxx
New Facilities Required: Not applicable
New Facilities Charge: Not applicable
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(This Exhibit A supersedes and cancels Exhibit A dated December 1, 1999 to the
Firm Transportation Agreement, Service Package No. 31498, dated December 1,
1999.
EAST TENNESSEE NATURAL GAS CO. CHATTANOOGA GAS COMPANY
BY: /s/ [ILLEGIBLE]^^ BY: /s/ Xxxxx Xxxxxxxxx
-------------------------- --------------------------------
TITLE: Agent: Attorney-in-Fact TITLE: Vice President - Gas Services
----------------------- -----------------------------
DATE: 6/6/00 DATE: 5/25/00
------------------------ ------------------------------
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