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EXHIBIT 10.20(g)
SERVICE PACKAGE NO. 34538
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
THIS AGREEMENT is made, entered into and effective as of this 1st day of
November 2000, by and between EAST TENNESSEE NATURAL GAS COMPANY, a
Tennessee Corporation, hereinafter referred to as "Transporter" and
UNITED CITIES GAS COMPANY, an Illinois 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 Trans-
porter, the responsibility for operations shall be deemed to be Shipper's.
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SERVICE PACKAGE NO. 34538
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
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.
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
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SERVICE PACKAGE NO. 34538
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
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 - BILLINGS AND PAYMENTS
Billings 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.
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, 2000, and shall remain in force and effect until 31st
day of October, 2010 ("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.
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SERVICE PACKAGE NO. 34538
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
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 bill
for service 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.
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 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.
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.
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SERVICE PACKAGE NO. 34538
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
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.
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 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.
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.
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SERVICE PACKAGE NO. 34538
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
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 Transporter's
Electronic Bulletin Board and Shipper has been notified through
Transporter's Electronic Bulletin Board 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
defaults, whether of a like or of a different character.
14.3 Except when notice is required through Transporter's Electronic
Bulletin Board, 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
bill 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.
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SERVICE PACKAGE NO. 34538
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
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: L. Gregory Harper
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TITLE: Vice President,
East Tennessee Natural Gas
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DATE: August 25, 2000
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UNITED CITIES GAS COMPANY
A DIVISION OF ATMOS ENERGY CORPORATION
BY: Gordon J. Roy
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TITLE: Vice President
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DATE: August 23, 2000
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