SERVICE PACKAGE XX. 0000
XXXXXXXXX XX. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
THIS AGREEMENT is made and entered into as of the 1st day of November, 1993, by
and between EAST TENNESSEE NATURAL GAS COMPANY, a Tennessee Corporation,
hereinafter referred to as "Transporter" and CHATTANOOGA GAS CO., 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.
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.
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SERVICE PACKAGE NO. 4236
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
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 Delivery Point(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.
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SERVICE PACKAGE NO. 4236
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
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 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 1st day of November,
1993, and shall remain in force and effect until the 1st day of
November, 2000, ("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.
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.
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SERVICE PACKAGE NO. 4236
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
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 obtain 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.
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.
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SERVICE PACKAGE NO. 4236
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
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 is 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. 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
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SERVICE PACKAGE NO. 4236
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
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.
14.7 This Agreement supersedes and cancels the Gas Sales and
Transportation Agreement(s) between Shipper and Transporter dated
(not applicable) and (not applicable) respectively.
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/ X.X. Xxxxxxxxx
Agent and Attorney-in-Fact
DATE: October 16, 1997
CHATTANOOGA GAS CO.
BY: /s/ X. X. Xxxxx
TITLE: V. P. & Treasurer
DATE: October 14, 1997
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SERVICE PACKAGE XX. 0000
XXXXXXXXX XX. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
EXHIBIT A TO THE
FIRM TRANSPORTATION AGREEMENT
DATED NOVEMBER 1, 1993
AMENDMENT NO. 0
Shipper: CHATTANOOGA GAS CO.
Rate Schedule: FT-A
Transportation Quantity: 46,350 Dth
Proposed Commencement Date: NOVEMBER 1, 1993
Termination Date: NOVEMBER 1, 2000
Transportation Service will be provided under Part 284, Subpart G of FERC
Regulations.
Primary Receipt Point(s):
Meter Max. D. Location
Name No. Qt. Inter. Party CO., ST
Ridgetop 753101 18,540 Tennessee Gas Pipeline Xxxxxxxxx, TN
Lobelville 753201 22,424 Tennessee Gas Pipeline Perry, TN
Roanoke Columbia 759136 000 Xxxx Xxxx. Xxxxxxx Xxx Xxxxxxx, XX
Xxxxxxxxx Co. Rec. 759315 4,899 Equitable Res. Energy Xxxxxxxxx,VA
Primary Delivery Point(s):
Meter Max. D. Location
Name No. Qt. Inter. Party CO., ST
Chat. East 759001 8,240 Chattanooga Gas Co. Xxxxxxxx, TN
Chat. North 759007 10,300 Chattanooga Gas Co. Xxxxxxxx, TN
Chat. Ooltewah 759016 2,060 Chattanooga Gas Co. Xxxxxxxx, TN
Chat. Signal Mtn 759017 3,090 Chattanooga Gas Co. Xxxxxxxx, TN
Chat. Cleveland 759024 16,480 Chattanooga Gas Co. Xxxxxxx, TN
Chat. Access Rd. 759093 2,575 Chattanooga Gas Co. Xxxxxxxx, TN
Chat. Xxxxxx Xx. 759106 000 Xxxxxxxxxxx Xxx Xx. Xxxxxxxx, XX
Chat. Vol. Ord. 759108 1,030 Chattanooga Gas Co. Xxxxxxxx, TN
Chat. X. Xxxxxxxx 759142 2,060 Chattanooga Gas Co. 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.
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Notices not made through the TENN-SPEED 2 system shall be made to:
Shipper Invoices
Chattanooga Gas Co. Chattanooga Gas Co.
0000 Xxxxxxxxxxxx Xxxxx 0000 Xxxxxxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000 Xxxxxxxxxxx, XX 00000
New Facilities Required: N/A
New Facilities Charge: N/A
(This Exhibit A supersedes and cancels Exhibit A dated (N/A) to the Firm
Transportation Agreement dated (N/A).
EAST TENNESSEE NATURAL GAS CO. CHATTANOOGA GAS CO.
BY: /s/ X.X. Xxxxxxxxx BY: /s/ X.X. Xxxxx
-----------------------
TITLE: Agent & Attorney-in-Fact TITLE: V. P.& Treasurer
------------------
DATE: October 16, 1997 DATE: October 14, 1997
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Service Package No. 4236
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