Exhibit 10.07a
AGENCY AGREEMENT
Between
Laclede Gas Company and
Mississippi River Transmission Corporation
This Agency Agreement is made this 20th day of September, 1996, by and
between Laclede Gas Company ("Laclede"), principal, and Mississippi River
Transmission Corporation ("MRT"), agent (collectively, Laclede and MRT are
referred to herein as "the parties").
WHEREAS, Laclede is a local distribution company engaged in the retail
distribution of natural gas in the City of St. Louis, St. Louis County, and
eight other counties in Eastern Missouri; and
WHEREAS, MRT is an interstate pipeline company engaged in the
transportation of natural gas in interstate commerce; and
WHEREAS, MRT and Laclede have operated under an Agency Agreement dated
August 26, 1993 (such Agency Agreement, as heretofore amended, being
hereinafter called the "Prior Agency Agreement") since the advent of Order
636 Services on the MRT pipeline system; and WHEREAS, MRT and Laclede
mutually agree to terminate the Prior Agency Agreement, such termination to
be effective as of October 31, 1996; and
WHEREAS, MRT is willing to continue to act as Laclede's agent and
Laclede is willing to appoint MRT as such agent pursuant to the terms and
conditions of this Agency Agreement, and the parties in that regard desire
to replace the prior Agency Agreement with this Agency Agreement, effective
as of November 1, 1996.
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NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, and in consideration of the
promises and mutual covenants and agreements contained herein, Laclede and
MRT agree as follows:
ARTICLE I
Appointment of Agent
Laclede hereby appoints MRT as its exclusive agent for the purposes
set forth in Article II of this Agency Agreement. MRT hereby accepts the
appointment and agrees to act as Agent for these purposes.
Laclede shall be the purchaser under all gas purchase contracts which
MRT administers under this Agency Agreement and shall have title to all gas
transported or stored under its transportation and storage agreements with
MRT or any other party.
ARTICLE II
Responsibilities of Agent
2.1 As agent for Laclede, MRT shall, at Laclede's option, --
(a) assist Laclede in the acquisition and sale of natural gas
supplies as requested from time to time by Laclede,
including but not limited to advising and assisting
Laclede in locating natural gas purchase and sales
opportunities, negotiating supply arrangements, and
preparing the documents necessary in the administration
of Laclede's gas supply portfolio;
(b) administer Laclede's gas supply portfolio, including but
not limited to making nominations, submitting notices,
and, receipt, verification and payment of invoices;
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(c) administer Laclede's transportation and storage
agreements with MRT or any other pipeline, including but
not limited to making nominations, resolving imbalances,
submitting notices, and, receipt, verification and
payment of invoices;
(d) assist in the training of Laclede personnel to perform
any of the functions listed above; and/or
(e) perform such other duties respecting the acquisition,
management, transportation, and storage related to
Laclede's gas supply portfolio as Laclede shall from time
to time request.
2.2 Subject to the provisions of Article III, the responsibility to
respond to Operational Flow Orders, System Protection Warnings, and System
Integrity Alerts issued by MRT or any upstream pipeline company rests with
MRT. Whenever MRT receives notice of any such order, warning or alert, MRT
shall promptly advise Laclede of such notice and MRT's response or intended
response thereto.
2.3 MRT shall have no authority to cancel, extend, modify or enter
into any transportation or storage agreement, or any other agreement on
Laclede's behalf, nor shall MRT knowingly take any action that would result
in the assessment of a penalty under any contract or MRT's FERC tariff,
without Laclede's express written consent.
2.4 When acting as agent for Laclede under this Agreement, MRT shall
at all times acknowledge that it is acting as agent for Laclede.
2.5 MRT shall at all times separately administer and account for its
actions taken on behalf of Laclede under this Agreement, regardless of
whether it aggregates the rights and obligations of Laclede under gas
supply, transportation or storage agreements with those of other shippers.
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2.6 MRT shall at all times act within the scope of the powers
expressly given it under this Agreement, and shall at no time, by its
actions or otherwise, represent that its authority as agent for Laclede is
different from or in excess of the authority provided in this Agreement.
2.7 MRT agrees that, in acting as agent for Laclede pursuant to this
Agreement, it shall at all times act in a fiduciary capacity for Laclede
and, accordingly, shall meet the fiduciary standards of loyalty, care and
candor.
2.8 MRT commits to continue the full participation of its Gas Control
Department in the performance of its agency responsibilities hereunder.
2.9 MRT shall provide all of its obligations, responsibilities and
services hereunder including, without limitation, the obligations,
responsibilities and services related to the pipeline Gas Control function
from a location based in the St. Louis metropolitan area during the term of
this Agreement.
ARTICLE III
Responsibilities of Principal
As principal, and purchaser and signatory under the gas purchase
contracts, transportation and storage agreements which are the subject of
this Agency Agreement, Laclede shall --
(a) be responsible for the payment of all imbalance charges,
penalties, losses, expenses, and claims arising under the
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provisions of those agreements which are incurred through no
fault of Laclede or MRT;
(b) be responsible for communicating the information needed by
MRT for the efficient performance of its agency
responsibilities. Penalties resulting solely from Laclede's
failure to provide such timely information shall be the
responsibility of Laclede; and
(c) be responsible for providing the gas and other gas supply
resources necessary for the performance of this Agency
Agreement.
ARTICLE IV
Consultation
The parties recognize that if MRT is to perform its obligations
hereunder in an efficient and cost-effective manner for Laclede, regular
and timely communication is critical. Hence, the parties shall consult and
cooperate with each other in order to enable MRT to perform all obligations
for the benefit of Laclede. If the parties are unable to resolve a course
of action through consultation, the final determination regarding such
course of action shall be made by Laclede.
ARTICLE V
Coordination and Use of Facilities
The parties specifically intend and agree --
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(a) to coordinate injections into and withdrawals from Laclede's
capacity in MRT's underground natural gas storage facilities
with the other gas supply related assets outside of the scope
of this Agreement which Laclede owns, operates, or controls;
(b) to utilize Laclede's transportation capacity on MRT and
upstream pipelines, including NorAm Gas Transmission
Company, an affiliate of MRT; and
(c) to schedule flowing upstream supplies of natural gas,
so as to achieve for Laclede maximum operational efficiencies and economies
consistent with the provision of a reasonably-priced, reliable and adequate
natural gas service to Laclede. MRT shall have an obligation to perform
all functions delegated to it under this Agreement so as to achieve this
goal.
ARTICLE VI
Liability
6.1 MRT warrants that all acts or actions taken by it as agent for
Laclede will be in full compliance, to the best of its knowledge, with the
terms and conditions of MRT's FERC Gas Tariff, and all applicable laws,
regulations and orders of the FERC, any successor regulatory body and other
governmental authorities.
6.2 MRT shall indemnify and hold Laclede harmless from all suits,
actions, costs (including imbalance charges and penalties), losses and
expenses (including, without limitation, attorneys fees and the attorneys
fees of third parties) arising from: (i) all communications, acts, actions,
inactions or omissions by MRT as agent for Laclede, except where such
communications, acts, actions, inactions or omissions
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were expressly or directly caused by Laclede, or were otherwise fully
beyond MRT's control; (ii) claims associated with the reliance by other
parties upon such communications, acts, actions, inactions or omissions of
MRT as agent for Laclede; and (iii) any breach by MRT of this Agreement.
ARTICLE VII
Agency and Management Fee
7.1 In order to reimburse MRT for the costs it incurs under this
Agency Agreement, Laclede agrees to pay MRT an agency fee equal to the
annual Operations and Maintenance expenses and General and Administrative
expenses MRT incurs to provide agency services to Laclede under this
Agreement; provided, however, that the annual fee hereunder for services
performed for any annual period from November 1 through October 31 of any
year shall in no event,: (a) total an amount greater than $550,000 in the
aggregate for any such year; (b) include total charges from MRT's parent
company which are in excess of $50,000 for any such year; or (c) include
any charges not directly attributable to MRT's performance of the services
hereunder.
ARTICLE VIII
Billing and Payment
8.1 MRT shall invoice Laclede on or before the tenth (10th) day of
each month for the actual costs it incurs on Laclede's behalf, including
those costs payable pursuant to Article VII, during the preceding month.
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8.2 Laclede shall pay MRT at its designated office or Post Office
Box, on or before the twentieth (20th) day of each month for service
rendered during the preceding month and billed by MRT as provided in
Section 8.1 above.
ARTICLE IX
Term
9.1 This Agreement shall be effective from November 1, 1996 and shall
remain in effect until such time as Laclede or MRT terminates the Agreement
as provided herein.
9.2 Either Laclede or MRT shall have the right to terminate this
Agreement effective as of October 31, 1997 or effective any October 31
thereafter, by providing sixty (60) days prior written notice to the other
party.
9.3 This Agreement is not assignable by MRT without the written
consent of Laclede. An assignment made without Laclede's written consent
is void.
IN WITNESS WHEREOF, the parties have duly executed this Agreement, in
multiple originals, on the day and year first above written.
LACLEDE GAS COMPANY MISSISSIPPI RIVER TRANSMISSION
CORPORATION
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President Title: Attorney In Fact
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