Transportation Service Agreement

TRANSPORTATION SERVICE AGREEMENT Contract Identification FT5842

Exhibit 10.8

TRANSPORTATION SERVICE AGREEMENT

Contract Identification FT5842

This Transportation Service Agreement (Agreement) is entered into by Great Lakes Gas Transmission Limited Partnership (Transporter) and TRANSCANADA PIPELINES LIMITED(Shipper).

WHEREAS, Shipper has requested Transporter to transport Gas on its behalf and Transporter represents that it is willing to transport Gas under the terms and conditions of this Agreement.

NOW, THEREFORE, Transporter and Shipper agree that the terms below constitute the transportation service to be provided and the rights and obligations of Shipper and Transporter.

1.                                      EFFECTIVE DATE: November 30, 2006

2.                                      CONTRACT IDENTIFICATION: FT5842

3.                                      RATE SCHEDULE: FT

4.                                      SHIPPER TYPE: Other

5.                                      STATE/PROVINCE OF INCORPORATION: Canada

6.                                      TERM: November 01, 2006 to October 31, 2008

7.                                      EFFECT ON PREVIOUS CONTRACTS:

 

This Agreement supersedes, cancels and terminates, as of the effective date stated above, the following contract(s):  Service Agreement dated December 01, 2005 with Contract Identification FT5842.

Shipper’s and Transporter’s obligations to each other arising for periods prior to the effective date stated above, remain in effect and are not being terminated by any provision of this Agreement.

8.                                      MAXIMUM DAILY QUANTITY (Dth/Day): 350,000

 

Please see Appendix A for further detail.

9.                                      RATES:

Unless Shipper and Transporter have agreed to a Discounted Rate, pursuant to Section 19.2 of the General Terms and Conditions, or to a Negotiated Rate, pursuant to Section 4.5 of the Rate Schedule named above, rates shall be Transporter’s maximum rates and charges plus all applicable surcharges in effect from time to time under the applicable Rate Schedule (as stated above) on file with the Commission unless otherwise agreed to by the parties in writing. Provisions governing a Discounted Rate shall be set forth in this Paragraph 9. Provisions governing a Negotiated Rate shall be set forth on Appendix B hereto.




Contract Identification FT5842

10.                               POINTS OF RECEIPT AND DELIVERY:

 

The primary receipt and delivery points are set forth on Appendix A.

11.                               RELEASED CAPACITY:

 

N/A

12.                               INCORPORATION OF TARIFF INTO AGREEMENT:

 

This Agreement shall incorporate and in all respects be subject to the “General Terms and Conditions” and the applicable Rate Schedule (as stated above) set forth in Transporter’s FERC Gas Tariff, Second Revised Volume No. 1, as may be revised from time to time.  Transporter may file and seek Commission approval under Section 4 of the Natural Gas Act (NGA) at any time and from time to time to change any rates, charges or provisions set forth in the applicable Rate Schedule (as stated above) and the “General Terms and Conditions” in Transporter’s FERC Gas Tariff, Second Revised Volume No. 1, and Transporter shall have the right to place such changes in effect in accordance with the NGA, and this Agreement shall be deemed to include such changes and any such changes which become effective by operation of law and Commission Order, without prejudice to Shipper’s right to protest the same.

13.                               MISCELLANEOUS:

 

No waiver by either party to this Agreement of any one or more defaults by the other in the  performance of this Agreement shall operate or be construed as a waiver of any continuing or future default(s), whether of a like or a different character.

Any controversy between the parties arising under this Agreement and not resolved by the parties shall be determined in accordance with the laws of the State of Michigan.

14.                               OTHER PROVISIONS:

 

It is agreed that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Partner, agent, management official or employee of the Transporter or any director, officer or employee of any of the foregoing, for any obligation of the Transporter arising under this Agreement or for any claim based on such obligation and that the sole recourse of Shipper under this Agreement is limited to assets of the Transporter.

Upon termination of this Agreement, Shipper’s and Transporter’s obligations to each other arising under this Agreement, prior to the date of termination, remain in effect and are not being terminated by any provision of this Agreement.

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15.

 

NOTICES AND COMMUNICATIONS:

 

 

 

 

 

 

 

 

 

All notices and communications with respect to this Agreement shall be in writing and sent to the addresses stated below or at any other such address(es) as may be designated in writing:

 

 

 

 

 

 

 

ADMINISTRATIVE MATTERS

 

 

 

 

Great Lakes Gas Transmission Limited

 

TRANSCANADA PIPELINES LIMITED

 

 

Partnership

 

450 - 1st Street S.W.

 

 

5250 Corporate Drive

 

Calgary, AB T2P 5H1

 

 

Troy, MI 48098

 

Canada

 

 

Attn: Transportation Services

 

Attn: Steve Pohlod

 

 

 

 

 

 

 

 

 

 

 

 

PAYMENT BY ELECTRONIC TRANSFER

 

 

 

 

Great Lakes Gas Transmission Limited

 

TRANSCANADA PIPELINES LIMITED

 

 

Partnership

 

Attn: Adrea Morrical

 

 

JPMorgan Chase Bank, Detroit, MI

 

 

 

 

ABA No:      072000326

 

 

 

 

Account No: 07308-43

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AGREED TO BY:

 

 

 

 

 

 

 

 

 

GREAT LAKES GAS TRANSMISSION

 

 

 

 

LIMITED PARTNERSHIP

 

 

 

 

By: Great Lakes Gas Transmission Company

 

TRANSCANADA PIPELINES LIMITED

 

 

 

 

 

 

 

Operator and Agent for Great Lakes Gas

 

 

 

 

Transmission Limited Partnership

 

 

 

 

 

 

 

 

 

By:

/s/ Martin Wilde

 

 

 

 

 

Martin Wilde

 

By:

/s/ Max Feldman

 

 

 

Title:

Director, Marketing & Business

 

 

Signature

 

 

 

 

Operations

 

 

 

 

 

 

 

Max Feldman

 

 

 

 

 

 

Please Print

 

 

 

 

 

 

 

 

 

 

Title:

Senior Vice President, Canadian Pipelines

 

 

 

 

 

 

Please Print

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Russell K. Girling

 

 

 

 

 

Signature

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Please Print

 

 

 

 

 

 

 

 

 

Title:

 

 

 

 

 

 

Please Print

 

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APPENDIX A
Contract Identification FT5842

Date:  November 30, 2006

Supersedes Appendix Dated: December 01, 2005

Shipper:  TRANSCANADA PIPELINES LIMITED

Maximum Daily Quantity (Dth/Day) per Location:

 

Begin Date

 

End Date

 

Point(s) of Primary Receipt

 

Point(s) of Primary Delivery

 

MDQ

 

(MAOP)

 

11/01/2006

 

10/31/2008

 

EMERSON

 

 

 

350,000

 

974

 

 

 

 

 

 

 

 

 

 

 

 

 

11/01/2006

 

10/31/2008

 

 

 

ST. CLAIR

 

350,000

 

974

 

 

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