Exhibit 10(z)
TEMPORARY TRANSPORTATION CONTRACT ASSIGNMENT
THIS TEMPORARY ASSIGNMENT made effective as of the 27th day of
October, 1993
BETWEEN: RENAISSANCE ENERGY LTD.
("Assignor")
OF THE FIRST PART
AND
NEW ENGLAND POWER COMPANY
("Assignee")
OF THE SECOND PART
WITNESSES THAT:
WHEREAS, TransCanada PipeLines Limited ("TransCanada") and Assignor
are parties to a Firm Service Contract for firm transportation
service to the Niagara, Ontario Delivery Point made as of November
1, 1993 (a copy of such contract made thereto to the date hereof
being attached hereto as Exhibit " I " and forming a part hereof
(said contract, being hereinafter called the "Contract"); and
WHEREAS, Assignee has requested that Assignor assign part of
Assignor's rights and obligations as Shipper under the Contract and
Assignor has agreed to do so subject to the terms and conditions of
this Assignment.
NOW. THEREFORE. THIS AGREEMENT WITNESSES THAT in consideration of
the covenants and agreements herein set forth, the parties hereto
covenant and agree as follows:
1. Subject to paragraph 6 herein, during the operative term
of this Assignment, Assignor does hereby grant, transfer, assign
and set over unto Assignee, and Assignee accepts from Assignor,
that portion of Assignor's service entitlement as shipper under the
Contract equal to 333.6 10 3m3 per day (the "Assigned Volume"),
together with the corresponding rights and obligations of Assignor
as shipper under the Contract.
2. Subject to Paragraphs 6 and 8 herein, during the
operative term of this Assignment, Assignee hereby covenants and
agrees that it shall perform and observe the covenants and
obligations of Assignor as shipper contained in the Contract
insofar as they pertain to the Assigned Volume, to the same extent
as Assignee would be obligated so to do were Assignee a party to
the Contract, as shipper, with a service entitlement thereunder
equal to the Assigned Volume.
3. This Assignment shall be in full force and effect as of
and from 08:00 hours on November 1, (the "Date of First Delivery")
(provided that, for the purposes of Assignee nominating service for
the Date of First Delivery, this Assignment shall become effective
as at 08:00 hours on the date immediately preceding the Date of
First Delivery) and, subject to paragraph 4 hereof shall be
operative for a term ending at 08:00 hours on November 1, 1994.
Notwithstanding the foregoing, the operative term of this
Assignment shall not extend beyond the term of the Contract.
4. In the event that Assignee fails to comply with paragraph
2 hereof, Assignor shall have the right to terminate this
Assignment by following the termination procedure set forth in
Section XVII of the General Terms and Conditions contained in
TransCanada's Transportation Tariff as if Assignor were
TransCanada, Assignee were Shipper and this Assignment was the
Contract for this purpose.
5. Assignor will request TransCanada to acknowledge the
assignment herein and to treat Assignee as shipper with a service
entitlement under the Contract equal to the Assigned Volume during
the operative term of this Assignment. Assignee hereby consents to
such request and to such treatment, and for this purpose Assignee
declares that all notices, nominations, requests, invoices, and
other written communications may be given by TransCanada to
Assignee as follows:
(i) Mailing address: 25 Research Drive
Westborough, Massachusetts
01582
(ii) Delivery address: Same as mailing address
(iii) Nominations: Director of Fuel Supply
Facsimile: (508) 898-3952
(iv) Legal and Other: Director of Fuel Supply
6. Assignee acknowledges that Assignor will not seek
TransCanada's consent to this Assignment and that Assignor
accordingly is and will remain obligated to TransCanada to perform
and observe the covenants and obligations of shipper that are
contained in the Contract in regard to the Assigned Volume insofar
as TransCanada is concerned. Without limiting the generality of
the foregoing, the Assignor and the Assignee acknowledge that the
Assignor shall remain responsible for all gas imbalances (as such
term is defined in Section XXII of the General Terms and Conditions
in TransCanada's Transportation Tariff) and Energy-in-Transit
balances associated with the Assigned volume and/or the Contract.
Consequently, Assignee shall indemnify Assignor for and hold
Assignor harmless from all charges that TransCanada may be entitled
to collect from Assignor under the Contract in regard to the
Assigned Volume in the event that Assignee fails to pay them.
7. Assignee shall be entitled to sub-assign all or part of
the Assigned Volume, together with the corresponding rights and
obligations under the Contract, to a third party by assigning all
or part of its rights and obligations under this Assignment;
provided that no such assignment shall relieve Assignee of its
obligations to Assignor hereunder without Assignor's prior written
consent, which consent shall not be unreasonably withheld.
Notwithstanding any such sub-assignment or sub-assignments,
Assignor is and will remain obligated to TransCanada to perform and
observe the covenants and obligations of shipper that are contained
in the Contract in regard to the Assigned Volume insofar as
TransCanada is concerned.
8. Notwithstanding anything to the contrary herein set forth
or implied, Assignor reserves and retains for itself exclusively
any option or right to renew or otherwise extend the operative term
of the Contract which may be contained in or granted by the
Contract.
9. Assignee acknowledges that it has (or may obtain directly
from TransCanada) a copy of the Transportation Tariff.
10. This Assignment and the rights and obligations of the
parties hereunder are subject to all valid and applicable present
and future laws, rules, regulations, and orders of any governmental
or regulatory authority having jurisdiction or control over the
parties hereto to either of them, or over the Contract.
11. This Assignment shall be construed in accordance with and
governed by the laws of the Province of Alberta and the laws of
Canada applicable therein.
12. This Assignment shall enure to the benefit of and be
binding upon, the parties hereto and their respective successors
and permitted assigns.
IN WITNESS WHEREOF the parties hereto have duly executed
and delivered this Assignment as of the day, month. and year first
above written.
RENAISSANCE ENERGY LTD. NEW ENGLAND POWER COMPANY
- ---------------------- --------------------------
ASSIGNOR ASSIGNEE
s/ Max Muselius s/ Jeffrey W. VanSant
BY: BY:
Vice President, Marketing Vice President
TITLE: TITLE:
s/ John F. Malley
BY: BY:
Vice President
TITLE: TITLE:
cc: TransCanada PipeLines Limited
FAX: (403) 267-8620 S.K. Dorton
FIRM SERVICE CONTRACT
---------------------
THIS FIRM SERVICE CONTRACT FOR FIRM TRANSPORTATION
SERVICE, made as of the 1st day of November, 1993.
BETWEEN: TRANSCANADA PIPELINES
LIMITED
a Canadian corporation
("TransCanada")
OF THE FIRST PART
and
RENAISSANCE ENERGY LTD-
a company incorporated
under the laws of the
Province of Alberta
("Shipper")
OF THE SECOND PART
WITNESSES THAT:
WHEREAS TransCanada owns and operates a natural gas
pipeline system extending from a point near the Alberta/
Saskatchewan border where TransCanada's facilities interconnect
with the facilities of NOVA Corporation of Alberta easterly to the
Province of Quebec with branch lines extending to various points on
the Canada/United States of America International Border; and
WHEREAS Shipper, Norcen Energy Resources Limited, Rigel
Oil and Gas Ltd., Wainoco Oil Corporation, Ulster Petroleum Ltd.,
Canadian Pioneer Energy Inc., Tarragon Oil and Gas Limited,
Northbridge Gas Marketing, Inc. (collectively, the "Assignor"), and
TransCanada are parties to a firm service contract to the Niagara
Falls Delivery Point made as of the 28th day of July, 1989 having
a Daily Contract Quantity of 904.0 10 3m3 (such firm service
contract, as amended from time to time to the date hereof being
hereinafter called the "Old Contract"); and
WHEREAS pursuant to an amending agreement dated November
1, 1993, (the "Amending Agreement") Shipper was removed as a party
to the Old Contract effective upon execution of this Contract by
TransCanada and Shipper; and
WHEREAS Shipper has satisfied in full, or TransCanada
has waived, each of the conditions precedent set out in Sections
1.1 (b) and (c) of TransCanada's Firm Service Toll Schedule
referred to in Section 7.1 hereof (the "FS Toll Schedule"); and
WHEREAS Shipper has requested and TransCanada has agreed
to transport volumes of gas, that are delivered by Shipper or
Shipper's agent to TransCanada at the Receipt Point referred to in
Section 3.2 hereof (the "Receipt Point"), to the Delivery Point
referred to in Section 3.1 hereof (the "Delivery Point") pursuant
to the terms and conditions of this Contract; and
WHEREAS the volumes of gas delivered hereunder by Shipper
or Shipper's agent to TransCanada are to be removed from the
province of production of such gas by Shipper and/or Shipper's
suppliers and/or its (their) designated agent(s) pursuant to valid
and subsisting permits and/or such other authorizations in respect
thereof.
NOW THEREFORE THIS CONTRACT WITNESSES THAT, in
consideration of the covenants and agreement herein contained, the
parties hereto covenant and agree as follows:
ARTICLE I - COMMENCEMENT OF SERVICE
- -----------------------------------
1.1 The date of commencement of service hereunder (the "Date
of Commencement") shall be November 1, 1993.
ARTICLE II - GAS TO BE TRANSPORTED
- ----------------------------------
2.1 Subject to the provisions of this Contract, the FS Toll
Schedule, the List of Tolls, and the General Terms and Conditions
referred to in Section 7.1 hereof, TransCanada shall provide
transportation service hereunder for Shipper in respect of a volume
of gas which, in any one day from the Date of Commencement until
the 31st day of October, 2009, shall not exceed 419.0 10 3m3 (the
"Contract Demand").
ARTICLE III - DELIVERY POINT AND RECEIPT POINT
- ----------------------------------------------
3.1 The Delivery Point hereunder is the point specified as
such in Exhibit "1" which is attached hereto and made a part
hereof.
3.2 The Receipt Point hereunder is the point specified as
such in Exhibit "1" hereof.
ARTICLE IV - TOLLS
- ------------------
4.1 Shipper shall pay for ail transportation service
hereunder from the Date of Commencement in accordance with
TransCanada's FS Toll Schedule, List of Tolls, and General Terms
and Conditions set out in TransCanada's Transportation Tariff as
the same may be amended or approved from time to time by the
National Energy Board ("NEB").
4.2 Shipper shall pay delivery pressure service hereunder
from the Date of Commencement in accordance with TransCanada's FS
Toll Schedule, List of Tolls and General Terms and Conditions set
out in TransCanada's Transportation Tariff as the same may be
amended or approved from time to time by the NEB.
ARTICLE V - TERM OF CONTRACT
- ----------------------------
5.1 This Contract shall be effective from the date hereof and
shall continue until the 31st day of October, 2009.
ARTICLE VI - NOTICES
- --------------------
6.1 Any notice, request or demand ("Notice") to or upon the
respective parties hereto shall be in writing and shall be validly
communicated by the delivery thereof to its addressee, either
personally or by courier, first class mail, or telecopier to the
address hereinafter mentioned:
IN THE CASE OF TRANSCANADA: TransCanada PipeLines Limited
(i) mailing address: P.O. Box 1000
Station M
Calgary, Alberta
T2P 4K5
(ii) delivery address: TransCanada PipeLines Tower
111 - 5th Avenue S.W.
Calgary, Alberta
T2P 3Y6
Attention: Vice-President,
Transportation Services &
Rates
Telecopy: (403) 267-8620
(iii) nominations: Attention: Supervisor, Gas
Accounting
Telecopy: (403) 267-6338/6339
(iv) invoices Attention: Manager, Revenue
Accounting
Telecopy: (403) 267-1074
(v) other matters: Attention: Vice-President,
Transportation Services &
Rates
Telecopy: (403) 267-8620
IN THE CASE OF SHIPPER: Renaissance Energy Ltd.
(i) mailing address: 3300, 400 - 3rd Avenue SW
Calgary, Alberta
T2P 4H2
(ii) delivery address: Same as above
(iii) nominations: Attention: Coordinator,
Transportation & Supply
Telecopy: (403) 267-4811
(iv) invoices: Attention: Manager, Marketing
Contracts & Operations
Telecopy: (403) 267-4811
(v) other matters: Attention: Manager, Marketing
Contracts & Operations
Telecopy: (403) 267-4811
Any such Notice shall be sent in order to ensure prompt receipt of
such Notice by the other party. Such Notice sent as aforesaid
shall be deemed to have been received by the party to whom it is
sent at the time of its delivery if personally delivered or if sent
by telecopier, or on the day following transmittal thereof if sent
by courier, or on the third day following the transmittal thereof
if sent by first class mail; PROVIDED however, that, in the event
normal mail service, courier service, or telecopier service shall
be interrupted by a cause beyond the control of the parties hereto,
then the party sending the Notice shall utilize any service that
has not been so interrupted or shall deliver such Notice. Each
party shall provide Notice to the other of any change of address
for the purposes hereof.
ARTICLE VII - MISCELLANEOUS PROVISIONS
- --------------------------------------
7.1 The FS Toll Schedule, the List of Tolls, and the General
Terms and Conditions set out in TransCanada's Transportation Tariff
as amended or approved from time to time by the NEB are all by
reference made a part of this Contract and operations hereunder
shall, in addition to the terms and conditions of this Contract, be
subject to the provisions thereof. TransCanada shall notify
Shipper at any time that TransCanada files with the NEB revisions
to the FS Toll Schedule, the List of Tolls, and/or the General
Terms and Conditions (the "Revisions") and shall provide Shipper
with a copy of the Revisions.
7.2 The headings used throughout this Contract, the FS Toll
Schedule, the List of Tolls, and the General Terms and Conditions
are inserted for convenience of reference only and are not to be
considered or taken into account in construing the terms or
provisions thereof nor to be deemed in any way to quality, modify
or explain the effect of any such provisions or terms.
7.3 This Contract shall be construed and applied, and be
subject to the laws of the Province of Alberta, and, when
applicable, the laws of Canada, and shall be subject to the rules,
regulations and orders of any regulatory or legislative authority
having jurisdiction.
7.4 All terms and words herein capitalized and not
otherwise defined in this Contract are incorporated by reference
into this Contract from the FS Toll Schedule, the List of Tolls,
and the General Terms and Conditions set out in TransCanada's
Transportation Tariff as amended from time to time.
ARTICLE VIII - DELIVERY PRESSURE
- --------------------------------
8.1 TransCanada shall increase the line pressure of the gas
it delivers to Shipper at the Delivery Point to a pressure of not
less than 4 850 kPa (g).
IN WITNESS WHEREOF, the parties hereto have executed this
Contract as of the date first above written.
TRANSCANADA PIPELINES LIMITED
s/Steve Johnson
per
Vice President
title
s/ S.S.M.
per
title
RENAISSANCE ENERGY LTD.
s/Max Muselius
per
Vice President-Marketing
title
EXHIBIT "1"
This is EXHIBIT "1" to the FIRM SERVICE CONTRACT for FIRM
TRANSPORTATION SERVICE, made as of the 1st day of November, 1993
between TRANSCANADA PIPELINES LIMITED ("TransCanada") and
RENAISSANCE ENERGY LTD. ("Shipper")
The Delivery Point hereunder is the point of
interconnection between the pipeline facilities of TransCanada and
Tennessee Gas Pipeline Company which is located at:
Niagara Falls, Ontario
The Receipt Point hereunder is the point of
interconnection between the pipeline facilities of TransCanada and
NOVA Corporation of Alberta which is located at:
Empress, Alberta
To: TransCanada PipeLines Limited
Attn: Ches Maciorowski
Date: October 25, 1994
To Whom It May Concern:
Attached are copies of Temporary Transportation Contract
Assignments as follows;
1. Temporary Transportation Contract Assignment between New
England Power Company (Assignor) and Renaissance Energy Ltd.
(Assignee), dated October 28, 1993.
2. Temporary Transportation Contract Assignment between
Renaissance Energy Ltd. (Assignor) and New England Power Company
(Assignee), dated October 27, 1993.
The purpose of these Assignments was to effect a swap of capacity
held by New England Power Company to Waddington for capacity held
by Renaissance to Niagara for the time period November 1, 1993
through November 1, 1994. The swap volume was 333.6 10 3m3.
The purpose of this letter is to ask that TransCanada accept the
request of New England Power Company and Renaissance Energy Ltd. to
extend the period of the above outlined agreements from November 1,
1994 through November 1, 1995; and that the volume be changed from
333.6 10 3m3 to 333.9 10 3m3.
Both parties to the assignments outlined above have signed here to
signify to you their mutual agreement to the changes proposed in
the immediately preceding paragraph.
Please advise immediately if this letter agreement is sufficient to
effect the charges outlined herein.
Thank you.
NEW ENGLAND POWER COMPANY RENAISSANCE ENERGY LTD.
s/Jeffrey W. VanSant s/J.A. Curkan
By: By:
Manager, Marketing
Authorized Signatory Contracts & Operations
Title: Title:
By:
Title:
October 26, 1994
Date: Date: