THIS AGREEMENT is made and entered into as of the 1st day of
September, 1993, by and between TENNESSEE GAS PIPELINE COMPANY, a
Delaware Corporation, hereinafter referred to as "Transporter" and
SOUTHERN CONNECTICUT GAS CO THE, a CONNECTICUT Corporation,
hereinafter referred to as "Shipper." Transporter and Shipper
shall collectively be referred to herein as the "Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily
quantity of gas which Transporter agrees to receive and
transport on a firm basis, subject to Article II herein, for
the account of Shipper hereunder on each day during each
year during the term hereof, which shall be 9,408 dekatherms
(Dth). Any limitations of the quantities to be received
from each Point of Receipt and/or delivered to each Point of
Delivery shall be as specified on Exhibit "A" attached
hereto.
1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of
the General Terms and Conditions of Transporter's FERC Gas
Tariff.
ARTICLE II
TRANSPORTATION
Transportation Service - Transporter agrees to accept and receive
daily on a firm basis, at the Point(s) of Receipt from Shipper or
for Shipper's account such quantity of gas as Shipper makes
available up to the Transportation Quantity, and to deliver to or
for the account of Shipper to the Point(s) of Delivery an
Equivalent Quantity of gas.
ARTICLE III
POINT(S) OF RECEIPT AND DELIVERY
The Primary Point(s) of Receipt and Delivery shall be those points
specified on Exhibit "A" attached hereto.
ARTICLE IV
All facilities are in place to render the service provided for in
this Agreement.
ARTICLE V
QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT
For all gas received, transported and delivered hereunder the
Parties agree to the Quality Specifications and Standards for
Measurement as specified in the General Terms and Conditions of
Transporter's FERC Gas Tariff Volume No. 1. To the extent that no
new measurement facilities are installed to provide service
hereunder, measurement operations will continue in the manner in
which they have previously been handled. In the event that such
facilities are not operated by Transporter then responsibility for
operations shall be deemed to be Shipper's.
ARTICLE VI
RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 TRANSPORTATION RATES - Commencing upon the date of
execution, the rates, charges, and surcharges to be paid by
Shipper to Transporter for the transportation service
provided herein shall be in accordance with Transporter's
Rate Schedule FT-A and the General Terms and Conditions of
Transporter's FERC Gas Tariff.
6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter
for any filing or similar fees, which have not been
previously paid for by Shipper, which Transporter incurs in
rendering service hereunder.
6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that
Transporter shall have the unilateral right to file with the
appropriate regulatory authority and make effective changes
in (a) the rates and charges applicable to service pursuant
to Transporter's Rate Schedule FT-A, (b) the rate
schedule(s) pursuant to which service hereunder is rendered,
or (c) any provision of the General Terms and Conditions
applicable to those rate schedules. Transporter agrees that
Shipper may protest or contest the aforementioned filings,
or may seek authorization from duly constituted regulatory
authorities for such adjustment of Transporter's existing
FERC Gas Tariff as may be found necessary to assure
Transporter just and reasonable rates.
ARTICLE VII
BILLINGS AND PAYMENTS
Transporter shall bill and Shipper shall pay all rates and charges
in accordance with Articles V and VI, respectively, of the General
Terms and Conditions of Transporter's FERC Gas Tariff.
ARTICLE VIII
GENERAL TERMS AND CONDITIONS
This Agreement shall be subject to the effective provisions of
Transporter's Rate Schedule FT-A and to the General Terms and
Conditions incorporated therein, as the same may be changed or
superseded from time to time in accordance with the rules and
regulations of the FERC.
ARTICLE IX
REGULATION
9.1 This Agreement shall be subject to all applicable and lawful
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. This Agreement shall be void and
of no force and effect if any necessary regulatory approval
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.
9.2 The transportation service described herein shall be
provided subject to Part 284, Subpart G of the FERC
Regulations.
ARTICLE X
RESPONSIBILITY DURING TRANSPORTATION
Except as herein specified, the responsibility for gas during
transportation shall be as stated in the General Terms and
Conditions of Transporter's FERC Gas Tariff Volume No. 1.
ARTICLE XI
WARRANTIES
11.1 In addition to the warranties set forth in Article IX of the
General Terms and Conditions of Transporter's FERC Gas
Tariff, Shipper warrants the following:
(a) 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.
(b) Shipper agrees to indemnify and hold Transporter
harmless from all suits, actions, debts, accounts,
damages, costs, losses and expenses (including
reasonable attorneys fees) arising from or out of breach
of any warranty by Shipper herein.
11.2 Transporter shall not be obligated to provide or continue
service hereunder in the event of any breach of warranty.
ARTICLE XII
TERM
12.1 This Contract shall be effective as of the 1st day of
September, 1993, and shall remain in force and effect until
the 1st day of November, 2000, ("Primary Term") and on a
month to month basis thereafter unless terminated by either
Party upon at least thirty (30) days prior written notice to
the other Party; provided, however, that if the Primary Term
is one year or more, then unless Shipper elects upon one
year's prior written notice to Transporter to request a
lesser extension term, the Agreement shall automatically
extend upon the expiration of the Primary Term for a term of
five years and shall automatically extend for successive
five year terms thereafter unless Shipper provides notice
described above in advance of the expiration of a succeeding
term; 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.
12.2 Any portions of this Agreement necessary to resolve or cash-
out imbalances under this Agreement as required by the
General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No. 1, shall survive the other parts of this
Agreement until such time as such balancing has been
accomplished.
12.3 This Agreement will terminate upon notice from Transporter
in the event Shipper fails to pay all of the amount of any
bill for service rendered by Transporter hereunder in accord
with the terms and conditions of Article VI of the General
Terms and Conditions of Transporter's FERC Tariff.
ARTICLE XIII
NOTICE
Except as otherwise provided in the General Terms and Conditions
applicable to this Agreement, any notice under this Agreement shall
be in writing and mailed to the post office address of the Party
intended to receive the same, as follows:
TRANSPORTER: TENNESSEE GAS PIPELINE COMPANY
P.O. Box 2511
Houston, Texas 77252-2511
Attention: Transportation Marketing
SHIPPER:
NOTICES: SOUTHERN CONNECTICUT GAS COMPANY
855 Main Street
P.O. Box 1540
Bridgeport, CT 06601
Attention: Paul Rossi, Director of Gas Suppply
BILLING: SOUTHERN CONNECTICUT GAS COMPANY
855 Main Street
P.O. Box 1540
Bridgeport, CT 06601
Attention: Pat Zychek, Manager Gas Supply Planning
or to such other address as either Party shall designate by formal
written notice to the other.
ARTICLE XIV
ASSIGNMENTS
14.1 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
which it has executed or may execute hereafter as security
for indebtedness. Either Party may, without relieving
itself of its obligation under this Agreement, assign any of
its rights hereunder to a company with which it is
affiliated. Otherwise, Shipper shall not assign this
Agreement or any of its rights hereunder, except in accord
with Article III, Section 11 of the General Terms and
Conditions of Transporter's FERC Gas Tariff.
14.2 Any person which shall succeed by purchase, merger, or
consolidation to the properties, substantially 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 XV
MISCELLANEOUS
15.1 The interpretation and performance of this contract shall be
in accordance with and controlled by the laws of the state
of Texas, without regard to the doctrines governing choice
of law.
15.2 If any provisions of this Agreement is declared null and
void, or voidable, by a court of competent jurisdiction,
then that provision will be considered severable at either
Party's option; and if the severability option is exercised,
the remaining provisions of the Agreement shall remain in
full force and effect.
15.3 Unless otherwise expressly provided in this Agreement or
Transporter's Gas Tariff, no modification of or supplement
to the terms and provisions stated in this agreement shall
be or become effective, except by the execution of by both
Parties of a written amendment.
15.4 Exhibit "A" attached hereto is incorporated herein by
reference and made a part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
to be duly executed in several counterparts as of the date first
hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
BY:____________________________
Agent and Attorney-in-Fact
SOUTHERN CONNECTICUT GAS COMPANY
BY:____________________________
TITLE: ________________________
DATE: _________________________
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
TO GAS TRANSPORTATION AGREEMENT
DATED September 1, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
SOUTHERN CONNECTICUT GAS CO THE
SERVICE PACKAGE: 542
SERVICE PACKAGE TQ: 9,408 Dth
AMENDMENT EFFECTIVE DATE: September 1, 1993
Interconnect Min.
Meter AMD Meter Name Party Name County ST Zone R/D LEG Meter-TQ Press. Notes
- ----- --- ---------- ------------ ------ -- ---- --- --- -------- ------ -----
070018 0 TGP - ISS-Northern Storage Potter PA 04 R 300 9,408 2/
Withdra
020126 0 Southern-Bridgeport, Conn. Connecticut Natural Gas Fairfield CT 06 D 300 9,408 100 lbs. 1/
Corp.
020313 0 Southern-Trumbull, Conn. Southern Conn. Gas Co. Fairfield CT 06 D 300 9,408 100 lbs. 1/
020425 0 Southern Conn.-Milford Southern Conn. Gas Co. New Haven CT 06 D 300 7,800 100 lbs. 1/
Conn. Alg.
020490 0 Southern-Westport, Conn. Southern Conn. Gas Co. Fairfield CT 06 D 300 9,408 100 lbs. 1/
1/ THE SUM OF TRANSPORTER'S DELIVERIES TO SHIPPER FOR ALL TRANSPORTATION CONTRACTS CONVERTED FROM FIRM SALES CANNOT
EXCEED THE FOLLOWING QUANTITIES:
Meter Dth/Day
- ----- -------
020490 15,390
020126 30,780
020313 20,000
020425 7,800
060018 8,060
020578 781
2/ METER 070018 IS FOR NOMINATION PURPOSES ONLY AND DOES NOT DENOTE CAPACITY AT THIS SPECIFIC POINT.
NUMBER OF RECEIPT POINTS: 1
NUMBER OF DELIVERY POINTS: 4