Exhibit 10.3
Contract #3311
TRANSPORTATION SERVICE AGREEMENT
For Rate Schedule FTS
This TRANSPORTATION SERVICE AGREEMENT, hereinafter referred to as
"Agreement," is made and entered into as of the 11th day of February, 2002,
by and between Mississippi River Transmission Corporation, a Delaware
corporation, hereinafter called "MRT," and Laclede Gas Company, a Missouri
corporation, hereinafter called "Customer."
In consideration of the mutual covenants herein contained, the
parties hereto agree that MRT shall transport for Customer, on a firm basis,
and Customer shall furnish, or cause to be furnished, to MRT natural gas for
such transportation during the term hereof, at the rates and on the terms
and conditions hereinafter provided and attached hereto.
1) TERM
Effective Date: May 1, 2002
Primary Term End Date: April 30, 2007
This Agreement is binding as of February 11, 2002, and shall
continue for a primary term ending April 30, 2007; provided, however, that
this Agreement shall continue to be in effect thereafter unless and until
terminated by either MRT or Customer by written notice to the other
delivered at least one (1) year prior to the date of intended termination.
2) QUANTITIES
Maximum Daily Quantity (MDQ): 150,000 Dth/D
3) RECEIPT AND DELIVERY POINTS
See Exhibit A
<FN>
*On any day MRT shall not be obligated to receive or deliver a
cumulative quantity in excess of the MDQ set forth in this
Agreement.
4) RATE
Service hereunder shall be provided pursuant to Rate Schedule FTS.
Customer shall pay, or cause to be paid, to MRT each month for all
services provided hereunder the maximum applicable rate and any
other charges specified in MRT's FERC Gas Tariff, Third Revised
Volume No. 1, as on file and in effect from time to time, for
services rendered hereunder, unless otherwise agreed in writing by
MRT and Customer.
5) ADDRESSES
For Notices to Customer: For Bills to Customer:
Steven F. Mathews Gas Accounting
Laclede Gas Company Laclede Gas Company
720 Olive Street 720 Olive Street, 13th Floor
St. Louis, MO 63101 St. Louis, MO 63101
Telephone: (314) 516-8585 Telephone: (314) 516-8595
Facsimile: (314) 516-8551 Facsimile: (314) 241-2278
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For Notices to MRT: For Payments to MRT: For Wire Transfer Payments to MRT:
9900 Clayton Road P.O. Box 502161 Mississippi River Transmission
St. Louis, MO 63124 St. Louis, MO 63150-2161 Chase Bank of Texas
Facsimile: (314) 991-7600 ABA No. 113000609
Account No. 00103275674
MRT Nominations (other MRT Pipeline Operations:
than electronic): Gas Control Department
Transportation Services 9900 Clayton Road
Facsimile: (318) 429-3298 St. Louis, MO 63124
Telephone: (314) 991-9900
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
hereinabove first written.
LACLEDE GAS COMPANY MISSISSIPPI RIVER TRANSMISSION
CORPORATION
By: /s/ Kenneth J. Neises By: /s/ Robert Trost
Name: Kenneth J. Neises Robert Trost
Title: Executive Vice President - Vice President, Marketing &
Energy and Administrative Services General Manager
Address: 720 Olive Street 9900 Clayton Road
St. Louis, MO 63101 St. Louis, MO 63124
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GENERAL TERMS AND CONDITIONS
1) Upon termination hereof for whatever reason, Customer agrees to
stop delivering gas to MRT for storage hereunder. In addition, upon
termination of this Agreement, Customer agrees that it will
thereafter make no further demand for service hereunder and MRT
agrees that it will make no further demand for the continuation of
services or any payment related thereto, other than payments which
are due with respect to any services previously provided. Customer
agrees to cooperate with and assist MRT in obtaining whatever
regulatory approvals and authorizations, if any, are necessary or
appropriate in view of such termination and abandonment of service
hereunder.
2) Termination of this Agreement shall not relieve either party of any
obligation that might otherwise exist to correct any volume
imbalance hereunder nor relieve Customer of its obligation to pay
any monies due hereunder to MRT.
3) In accordance with the terms and conditions of Section 19 of the
General Terms and Conditions of MRT's FERC Gas Tariff, Third
Revised Volume No. 1 (General Terms and Conditions), if Customer
fails to pay within thirty (30) days after payment is due all of
the amount of any bill for service rendered by MRT hereunder, MRT,
upon ten (10) days' prior written notice to Customer, may suspend
further receipt and/or delivery of gas until such past due amount
is paid, or satisfactory credit arrangements have been made in
accordance with Section 5 of the General Terms and Conditions. If
Customer fails to pay or make satisfactory credit arrangements
within such ten (10) day notice period, MRT, in addition to any
other remedy it may have hereunder, may, upon thirty (30) days'
written notice to Customer, terminate this Agreement and cease
further receipt and/or delivery of gas on behalf of Customer.
4) Service hereunder shall be provided pursuant to Rate Schedule FTS
of MRT's FERC Gas Tariff, Third Revised Volume No. 1. Customer will
provide fuel in kind.
5) This Agreement shall be subject to the provisions of the applicable
rate schedule as well as the General Terms and Conditions set forth
in MRT's FERC Gas Tariff, Third Revised Volume No. 1, as on file
and in effect from time to time, and such provisions are
incorporated herein by this reference. Any curtailment of storage
service hereunder shall be in accordance with the priorities set
out in MRT's General Terms and Conditions. To the extent not
inconsistent with effective law, MRT shall have the right to
determine the priority and/or scheduling of the transportation
service under this Agreement and to revise the priority and/or
scheduling of this transportation service from time to time.
6) MRT shall have the right at any time and from time to time to file
and place into effect unilateral changes or modifications in the
rates and charges, and other terms and conditions of service
hereunder, as set forth in the applicable rate schedule and in the
General Terms and Conditions, in accordance with the Natural Gas
Act or other applicable law.
7) Customer may deliver or cause to be delivered to MRT a maximum
receipt point quantity at the Receipt Points described herein, and
MRT shall redeliver thermally equivalent quantities at the Delivery
Points described herein which excludes a quantity of gas for Fuel
Use and Loss. A maximum delivery point quantity is also specified
for each MRT delivery point. For firm service, the sum of all
individual maximum receipt point quantities shall not exceed the
maximum receipt point quantities in the aggregate. For firm
service, the sum of all individual maximum delivery point
quantities shall not exceed the maximum daily quantity set forth in
this Agreement.
8) For firm service, Secondary Receipt and Secondary Delivery Points
are available to Customer pursuant to the General Terms and
Conditions of MRT's FERC Gas Tariff, Third Revised Volume No. 1.
Customer agrees to pay any additional charges applicable to its
utilization of a Secondary Receipt Point.
9) In the event that MRT places on file with the Commission another
rate schedule which may be applicable to service rendered
hereunder, then MRT, at its option, may, from and after the
effective date of such rate schedule, utilize such rate schedule in
the performance of this Agreement. Such rate schedule or
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superseding rate schedule(s) and any revisions thereof which shall
be filed and become effective shall apply to and be a part of this
Agreement. MRT shall have the right to propose, file and make
effective with the Commission, or other body having jurisdiction,
changes and revisions of any effective rate schedule(s) and/or
General Terms and Conditions, or to propose, file, and make
effective superseding rate schedules and/or General Terms and
Conditions, for the purpose of changing the rates, charges, and
other provisions thereof effective as to Customer.
10) This Agreement shall not be assigned by Customer in whole or in
part without MRT's prior written consent, which consent shall not
be unreasonably withheld; provided however, that Customers under
Rate Schedules FTS and SCT may release their capacity consistent
with the terms and conditions of the applicable rate schedule and
the General Terms and Conditions of MRT's FERC Gas Tariff, Third
Revised Volume No. 1. In addition to all other rights and remedies,
MRT may terminate the Agreement immediately if it is assigned by
Customer without MRT's consent, whether the assignment or contract
be voluntary or by operation of law or otherwise. Subject to the
above, the respective rights and obligations of the parties under
the Agreement shall extend to and be binding upon their heirs,
successors, assigns and legal representatives.
11) Any notice, statement, or bill provided for in this Agreement shall
be in writing and shall be considered as fully delivered when
hand-delivered, telecopied, or when received by the other party if
mailed by United States mail, postage prepaid, to the addresses
specified herein (unless and until either party notifies the other,
in writing, of a change in its address).
12) Each party shall notify the other in writing of the name, address,
telephone number and telecopy number of the person or persons who
shall have authority to act for such party in connection with this
Agreement, and operating notices shall thereafter be served upon
such person or persons.
13) This Agreement constitutes the entire agreement between the parties
and no waiver, representation or agreement, oral or otherwise,
shall affect the subject matter hereof unless and until such
waiver, representation or agreement is reduced to writing and
executed by authorized representatives of the parties. No waiver by
either Customer or MRT of any one or more defaults by the other in
performance of any of the provisions of the Agreement shall operate
or be construed as a waiver of any other existing or future default
or defaults, whether of a like or of a different character.
14) For firm service, Exhibit A attached hereto is incorporated into this
Agreement in its entirety.
15) This agreement supersedes and cancels the FTS Service Agreement
No. 528 between MRT and Customer.
16) The parties agree that Customer has the Right of First Refusal
(ROFR). If customer chooses to exercise its ROFR, it shall do so by
following the procedures applicable to the exercise of a ROFR
provided for in the tariff.
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EXHIBIT A
RECEIPT AND DELIVERY POINTS
CONTRACT 3311
Maximum
Receipt
Pressure Maximum
Receipt Point (PSIG) Quantity*
- ------------- ------ ---------
AGLE 720 150,000
Reliant Energy/Glendale
Interconnect with Reliant Energy Gas
Transmission, A-307, Mile Pole 88.
SW 1/4, Sec. #5, T9N, R8W
Maximum
Delivery
Pressure Maximum
Delivery Point(s) (PSIG) Quantity*
- ----------------- ----- ---------
*STG 150,000
MRT Storage
MRT's storage facilities primarily located in
Ouachita Parish, LA
AERP 710 150,000
Reliant Energy/Perryville
Interconnect with Reliant Energy Resources,
NE 1/4, Sec. 24, T20N, R4W (Located on MRT Main
Line system).
<FN>
*On any day MRT shall not be obligated to receive or deliver a cumulative
quantity in excess of the MDQ set forth in this Agreement.
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EXHIBIT A
Customer: Laclede Gas Company Contract: 3311
Primary Path(s): From To
AGLE *STG
Rate Zone Capacity:
FLD 150,000
Line Capacity:
M/FH 150,000
Line Priority:
FLD/M 150,000
Transportation Zones: FLD: Field Zone MKT: Market Zone
Service Lines: E: East Line M: Main Line W: West Line O: Off System Gathering
FH: Fountain Hill Line
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