SERVICE PACKAGE NO. 31117
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
For Use Under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 17th day of October,
1999, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware
Corporation, hereinafter referred to as "Transporter" and NUI
CORPORATION, a NEW JERSEY 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 1,654 dekatherms. 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 or a downstream pipeline, 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 effective date hereof,
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. Except as provided to the contrary in any written or
electronic agreements) between Transporter and Shipper in effect
during the term of this Agreement, Shipper shall pay Transporter the
applicable maximum rate(s) and all other applicable charges and
surcharges specified in the Summary of Rates in Transporter's FERC Gas
Tariff and in this Rate Schedule. Transporter and Shipper may agree
that a specific discounted rate will apply only to certain volumes
under the agreement. Transporter and Shipper may agree that a
specified discounted rate will apply only to specified volumes (MDQ,
TQ, commodity volumes, Extended Receipt and Delivery Service Volumes
or Authorized Overrun volumes) under the Agreement; that a specified
discounted rate will apply only if specified volumes are achieved
(with the maximum rates applicable to volumes above the specified
volumes or to all volumes if the specified volumes are never
achieved); that a specified discounted rate will apply only during
specified periods of the year or over a specifically defined period of
time; and/or that a specified discounted rate will apply only to
specified points, zones, markets or other defined geographical area.
Transporter and Shipper may agree to a specified discounted rate
pursuant to the provisions of this Section 6.1 provided that the
discounted rate is between the applicable maximum and minimum rates
for this service.
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 the 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 Subpart G, Part 284, 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
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. 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 Agreement shall be effective as of the 17th day of October,
1999, and shall remain in force and effect until the 31st day of
October, 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 Tariff, shall survive the other parts of
this Agreement until such time as such balancing has been
accomplished; provided, however, that Transporter notifies Shipper of
such imbalance not later than twelve months after the termination of
this Agreement.
12.3 This Agreement will terminate automatically upon written 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 Gas 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: Director, Transportation Control
SHIPPER:
NOTICES: NUI CORPORATION
550 ROUTE 202-206
P. 0. BOX 760
BEDMINSTER, NJ 07921-0760
Attention: CONTRACT ADMINISTRATION
BILLING: NUI CORPORATION
550 ROUTE 202-206
P. 0. BOX 760
BEDMINSTER, NJ 07921-0760
Attention: TRACY ROBINSON or NORENE NAVARRO
or to such other address as either Party shall designate by formal
written notice to the other.
In Witness Whereof, the Parties hereto have caused this Agreement to
be duly executed as of the date first hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
By: /s/ Mary Milendry
Agent and Attorney-in-fact
Date: 12/15/99
NUI CORPORATION
By: /s/ Thomas E. Smith
Director of Energy Planning
Date: 11/30/99
