AMENDED AND RESTATED TRANSPORTATION SERVICE AGREEMENT FOR RATE SCHEDULE FTS BETWEEN CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION AND LACLEDE GAS COMPANY
Exhibit
10.6
Contract
No. 3310
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FTS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
This
Transportation Service Agreement (hereinafter referred to as “Agreement”) is
made and entered into by and between CenterPoint Energy - 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.
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1)
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TERM:
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Effective
Date:
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Originally
May 1, 2002, as amended and restated effective ▇▇▇▇▇ ▇,
▇▇▇▇
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|||
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▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ Date:
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April
30, 2013
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|||
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Evergreen:
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Yes [
X ] No
[ ] If Yes,
describe:
After
the Primary Term End Date, this Agreement shall continue to be in effect
thereafter unless and until terminated by either MRT or Customer by
written notice or electronically via the Internet as permitted or required
by MRT, to the other delivered at least one (1) year prior to the date of
intended termination.
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2)
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QUANTITIES:
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Maximum
Daily Quantity (MDQ): 664,738 Dth/Day
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3)
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RECEIPT
AND DELIVERY POINTS:
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See
Exhibit A
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4)
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RATE:
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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 (“Tariff”), for services
rendered hereunder, unless otherwise agreed (either in writing or
electronically via the Internet as required by MRT) by MRT and Customer in
an Exhibit B, or other format provided for in the Tariff, in effect during
the term of this Agreement, or in a capacity release
award.
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5)
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ADDRESSES:
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For Notices to
Customer:
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For Bills to
Customer:
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Laclede
Gas Company
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Laclede
Gas Company
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Attn: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Attn:
Gas Accounting
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▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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▇▇.
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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▇▇.
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
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Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
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Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
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Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
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E-Mail: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
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For Notices to
MRT:
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For Payments to
MRT:
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▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
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P.O.
Box 203293
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St.
Louis, MO 63144
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▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
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Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
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Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
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(payment
detail – Shreveport)
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Page 1
of 5
Contract
No. 3310
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FTS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
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MRT Nominations (other
than electronic):
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Client
Services
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For Wire Transfer
Payment to MRT:
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Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
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Mississippi
River Transmission
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Chase
Bank of Texas
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MRT
Pipeline Operations:
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ABA
No. ▇▇▇▇▇▇▇▇▇
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System
Control Department
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Account
No.
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▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
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▇▇.
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
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E-Mail: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the last
date shown below.
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CENTERPOINT
ENERGY - MISSISSIPPI RIVER
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LACLEDE
GAS COMPANY
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TRANSMISSION
CORPORATION
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By:
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/s/
▇▇▇▇▇▇ ▇▇▇▇▇
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By:
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/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name
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▇▇▇▇▇▇
▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title
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Division
Vice President – Marketing MRT
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Title:
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Executive
Vice President
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Date:
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March
18, 2008
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Date:
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March
18, 2008
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Page
2 of 5
Contract
No. 3310
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FTS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
GENERAL TERMS AND
CONDITIONS
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1)
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Upon
termination hereof for whatever reason, Customer agrees to stop delivering
gas to MRT for transportation 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.
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2)
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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.
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3)
|
In
accordance with the terms and conditions of Section 17 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 ▇▇▇▇ 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.
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4)
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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 Use and LUFG.
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5)
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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 transportation 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.
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6)
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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.
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7)
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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
LUFG. 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.
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8)
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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.
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9)
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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 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.
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Page
3 of 5
Contract
No. 3310
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FTS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
GENERAL
TERMS AND CONDITIONS
(continued)
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10)
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Except
as provided in this paragraph, this Agreement shall not be assigned by
Customer in whole or in part without MRT’s prior written or electronic
consent, which consent shall not be unreasonably
withheld. 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
Tariff. Additionally, Customer may request that MRT consent to
Customer’s assignment of this Agreement, in whole, to an entity affiliated
with Customer. For firm contracts, MRT will only consent to
assignment of the contract to a Customer’s affiliate, subject to the
assignee’s satisfaction of the criteria in Section 5.4(k), General Terms
and Conditions, in the situation in which, after Customer obtains the
contract, a corporate reorganization results in a transfer to an affiliate
of the function for which the capacity was obtained. Any entity
that succeeds by purchase, merger, consolidation or otherwise to the
properties of Customer, substantially as an entirety, shall be entitled to
the rights and shall be subject to the obligations of its predecessors in
title under this Agreement. 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.
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11)
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Any
notice, statement, or ▇▇▇▇ provided for in this Agreement shall be in
writing (or, if this tariff requires, via electronic means) 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).
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12)
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Each
party shall notify the other in writing of the name, address, telephone
number, telecopy number and e-mail address 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.
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13)
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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 or, if MRT permits or requires, otherwise
memorialized via electronic means, 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.
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14)
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THE
INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT SHALL BE IN
ACCORDANCE WITH THE LAWS OF THE STATE OF MISSOURI, EXCLUDING CONFLICTS OF
LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A
DIFFERENT JURISDICTION.
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15)
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Exhibits
A and B attached hereto are incorporated into this Agreement in their
entirety.
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16)
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This
Agreement amends and restates the currently effective Service Agreement
between the parties.
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17)
|
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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18)
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Pursuant
to Section 5.1(a), Rate Schedule NNT, of MRT’s Tariff, if after April 1,
2008 a firm customer of Customer (“Bypassing Customer”) directly connects
with MRT and terminates its customer relationship with Customer, Customer
shall have the right to reduce its MDQ, with corresponding reductions in
other applicable MRT contract entitlements, upon written notice to
MRT. The parties intend that the amount of the reduction is to
reflect the amount of capacity that Customer had reserved under this
Agreement to serve on a firm basis those requirements of the Bypassing
Customer that were being served on Customer’s system on April 1, 2008,
whether or not those requirements as of April 1, 2008, were those of the
Bypassing Customer or of a predecessor customer of
Customer. The amount of the MDQ reduction may be determined in
one of two ways. Customer may provide an affidavit to MRT
setting out the Bypassing Customer’s contract demand on Customer for the
contract year in which the bypass is to take place and the average of that
contract demand and the Bypassing Customer’s contract demands on Customer
for the two preceding contract years. If Customer provides such
an affidavit, the amount of the MDQ reduction shall equal the amount
designated by Customer up to the greater of (1) the Bypassing Customer’s
average
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Page
4 of 5
Contract
No. 3310
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FTS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
GENERAL
TERMS AND CONDITIONS
(continued)
|
contract
demand amount set out in Customer’s affidavit or (2) the Bypassing
Customer’s contract demand on Customer for the contract year in which the
bypass is to take place. Alternatively, if Customer proposes an
MDQ reduction greater than the maximum amount described in the preceding
sentence Customer shall provide MRT with the proposed amount of the MDQ
reduction and the basis for that amount. MRT’s agreement to the
amount of the MDQ reduction proposed by Customer under this alternative
shall not be withheld unreasonably. This right to reduce MDQ
can be exercised up to thirty (30) days after service commences to the
Bypassing Customer over its direct connection with MRT as follows: the MDQ
reduction will be effective the latest of (1) the first day of the second
calendar month (a) after such service commences or (b) after exercise by
Customer of its right or (2) the first day of the month after the
termination of the Bypassing Customer’s customer relationship with
Customer. Nothing contained in paragraph 18 shall preclude
Customer from claiming and exercising any additional rights to reduce MDQ
available to bypassed LDCs under the policies promulgated by the FERC
(see. e.g., ▇▇▇▇▇▇▇▇ Natural Gas
Company, 81 FERC ¶61,301 (1997) at 62,412), as modified or amended from
time to time.
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19)
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Pursuant
to Section 5.1(b), Rate Schedule NNT, of MRT’s Tariff, if Customer
unbundles its combined sales and distribution services for its local
distribution system pursuant to an order of any governing authority having
jurisdiction (“Unbundling”), Customer and MRT shall cooperate through
reasonable means in an effort to implement the Unbundling in a manner that
is fair to both parties. Among other opportunities for
cooperation that may arise at the time to effectuate the ordered
Unbundling in a reasonable manner, Customer and MRT will work together to
assign to the appropriate entities, using the tariff capacity release
procedures (or such other mechanisms as may be available at the time),
capacity held by Customer under this Agreement to serve the customers
whose services are being unbundled. Revenues received by MRT
from replacement shippers attributable to demand or reservation charge
payments for such released capacity shall be credited to Customer, in
accordance with the Tariff, to the extent of the demand or reservation
charge obligation that Customer may have with respect to such capacity.
With respect to the MRT capacity retained by Customer, if any, after the
parties have cooperated to implement Unbundling as set out above, Customer
will continue to have those rights relating to bypass set out in the
preceding paragraph.
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20)
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In
response to MRT’s News posting dated February 13, 2008, regarding proposed
new Receipt Point interconnections to be established on MRT’s system,
Customer requested a change in its existing Receipt Points as part of its
agreement to extend this Agreement for five (5) years. MRT
agrees to allow this Receipt Point change subject to the following terms
and conditions. Effective with the in-service date of new MRT
Receipt Point interconnections with Chesapeake Energy #1 and Chesapeake
Energy #2 on MRT’s Transark Line, Customer’s Maximum Quantity at its CEGT
Vilonia and Ozark Receipt Points shall be reduced by 30,500 Dth/day and
19,500 Dth/day, respectively, and a Maximum Quantity of 25,000 Dth/day at
each of the new Chesapeake Energy #1 and Chesapeake Energy #2 Receipt
Points shall be provided for on Exhibit A. In the event the
in-service date of the Chesapeake Energy #1 and Chesapeake Energy #2
Receipt Points are not contemporaneous, Customer’s Maximum Quantity at
CEGT Vilonia shall be reduced first by 25,000 Dth/day, and a Maximum
Quantity of 25,000 Dth/day shall be established at the first of the
Chesapeake Energy #1 or Chesapeake Energy #2 Receipt Points to be placed
in-service. On the in-service date of the second Chesapeake Receipt Point,
Customer’s Maximum Quantity at its Ozark Receipt Point shall be reduced by
19,500 Dth/day, its CEGT Vilonia Receipt Point Maximum Quantity shall be
reduced by an additional 5,500 Dth/day, and a Maximum Quantity of 25,000
Dth/day shall be provided for at such Chesapeake
point. Customer agrees to provide MRT written notice six (6)
months after the effective date of this Agreement, and every six (6)
months thereafter, of its continuing interest in reserving capacity at the
Chesapeake Receipt Points. This provision is subject to the
establishment and placement in-service of the Chesapeake Receipt Points
described above, and to Customer’s prompt execution of superseding
Exhibit(s) A to this Agreement.
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Page
5 of 5
Contract
No. 3310
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FTS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
|
Page
1 of 2
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EXHIBIT
A
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||||||||
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Primary
Path(s):
|
||||||||
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From
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To
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|||||||
|
#90571
Delhi @ ▇▇▇▇▇▇▇▇
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#91030
MOGAS Pipeline
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|||||||
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#12817
Trunkline Gas Company
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#805607 Storage
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|||||||
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Rate
Zone Capacity:
|
||||||||
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FLD
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472,240
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Dth/Day
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||||||
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MKT
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664,738
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Dth/Day
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||||||
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Line
Capacities:
|
||||||||
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M
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472,240
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Dth/Day
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||||||
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W
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75,968
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Dth/Day
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||||||
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On
any given day the Customer is entitled to the greater of
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||||||||
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75,968
or 74.47% of available West Line capacity.
|
||||||||
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E
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192,498
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Dth/Day
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||||||
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Line
Priority:
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||||||||
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FLD/M
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396,272
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Dth/Day
|
||||||
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MKT/M
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472,240
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Dth/Day
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||||||
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FLD/W
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75,968
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Dth/Day
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||||||
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MKT/E
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192,498
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Dth/Day
|
||||||
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Transportation
Zones:
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FLD: Field
Zone MKT: Market
Zone
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|||||||
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Service
Lines:
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E: East
Line M: Main
Line W: West
Line O: Off System
|
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RECEIPT
AND DELIVERY POINTS
|
|||
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Receipt
Points
|
Maximum Quantity
(Dth/Day)*
|
Delivery
Points
|
Maximum Quantity
(Dth/Day)*
|
|
Delhi
@ ▇▇▇▇▇▇▇▇
|
35,000
|
Laclede
Gas Aggregate
|
641,327
|
|
Meter
# 90571
|
Meter
#805526
|
||
|
Carthage
|
20,987
|
Missouri
Interstate Gas
|
23,411
|
|
Meter
#808526
|
Meter
#91030
|
||
|
Waskom
|
18,540
|
Storage
|
664,738
|
|
Meter
#808527
|
Meter
#805607
|
||
|
Sligo
|
1,441
|
||
|
Meter
#90386
|
|||
Contract
No. 3310
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FTS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
Page
2 of 2
EXHIBIT
A
(continued)
|
Gulf
South Perryville
|
135,000
|
|
Meter
#90496
|
|
|
Antioch
Gas to MRT Transark
|
18,500
|
|
Meter
#91120
|
|
|
Ozark
|
21,800
|
|
Meter
#90523
|
|
|
CEGT
Glendale
|
183,972
|
|
Meter
#805547
|
|
|
CEGT
Vilonia to MRT Transark
|
37,000
|
|
Meter
#805614
|
|
|
Trunkline
Gas Company
|
120,928
|
|
Meter
#12817
|
|
|
NGPL
@ Shattuc/Clinton
|
71,570
|
|
Meter
# 805588
|
|
|
Storage
|
664,738
|
|
Meter
#805607
|
* 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.
|
CENTERPOINT
ENERGY - MISSISSIPPI RIVER
|
LACLEDE
GAS COMPANY
|
||||
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TRANSMISSION
CORPORATION
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By:
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By:
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Name
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Name:
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Title
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Division
Vice President – Marketing MRT
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Title:
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Executive
Vice President
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Date:
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March
18, 2008
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Date:
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March
18, 2008
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Contract
No. 3310
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FTS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
Page
1 of 2
EXHIBIT
B
Customer
agrees to pay the rates specified on this Exhibit B for performance of certain
gas transportation service under the Agreement specified above. These
rates are applicable only in accordance with the following:
RATES AND
APPLICABILITY:
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(a)
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General: In
consideration for Customer's continuing compliance with the provisions of
the Transportation Service Agreement ("Agreement") specified above, the
transportation rates and charges as defined below for the specified
services provided under the Agreement only apply to receipts from, and
subsequent deliveries to, the Points of Receipt and Delivery, quantities
and/or time periods described herein and to reserved capacity necessary to
effect such service. In addition to any rate or amount referred
to herein (including discounted rates, Negotiated Rates, overrun rates and
maximum tariff rates), Customer shall pay any applicable charges,
penalties, surcharges, fees, taxes, settlements and/or direct billed
amounts provided for in MRT's Tariff. In any event, the rate in
any month shall never be below MRT's applicable minimum tariff rate for a
discount rate transaction. For a Negotiated Rate transaction,
the rate in any month shall never be below MRT's applicable minimum tariff
rate, unless MRT otherwise agrees. MRT shall not be responsible
for the payment and satisfaction of any taxes assessed or levied on the
receipt, transmission (and any activities in connection therewith),
delivery, use and/or consumption with respect to gas delivered or received
by Customer, unless MRT agrees
otherwise.
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(b)
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Inability to Collect
Negotiated Rates: If this Exhibit B covers a Negotiated
Rate transaction, and MRT is unable to collect Negotiated Rates due to a
change in Commission policy or rejection of the transaction by the
Commission prior to or during the term of such transaction, then, unless
the parties agree otherwise, Customer shall pay the maximum tariff rate
for the services. In such event, MRT shall notify Customer in
writing of the requirement to pay maximum tariff rates and, if the maximum
tariff rates are greater than the Negotiated Rates under such transaction,
Customer shall have no more than thirty (30) days from the date of such
notification to give notice in writing of termination of the applicable
Agreement, with such termination to be effective no later than the end of
the month following the month in which such termination notice is
received.
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(c)
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Points: The
Receipt Point(s) and the Delivery Point(s) eligible for the rates
specified herein shall be as set forth in Exhibit A.
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| (d) | Description of Rate: Negotiated Rate [ ] Discounted Rate [ X ] (Check one) |
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(i)
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Base
Rate: Customer’s rate for service shall be the maximum Base
Rate(s) for Rate Schedule FTS, as set forth in MRT’s Tariff from time to
time; provided, however, that during the term of this Agreement, the Base
Rate(s) paid by Customer shall not exceed the maximum Base Rate
Reservation and Usage Charges set forth on Sixty-Second Revised Sheet No.
5 (effective November 1, 2007), or if as a result of a rate design change
in a Section 4 or 5 rate proceeding, the equivalent of the maximum Base
Rate Reservation and Usage Charge(s) set forth on Sixty-Second Revised
Sheet No. 5 when computed at an assumed 100% Load Factor, as
follows:
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| Field to Market Zone Transportation: | $0.1432 per Dth |
| Field Zone Only Transportation: | $0.0736 per Dth |
| Market Zone Only Transportation: | $0.0696 per Dth |
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(ii)
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Surcharges:
All applicable Rate Schedule FTS surcharges, penalties, charges, fees,
taxes, settlements, direct billed amounts, and Fuel Use and LUFG
retentions provided in MRT’s
Tariff.
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| (e) Term of Rate: | Begin Date (s): | April 1, 2008 |
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End
Date(s):
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Primary
Term End Date and continuing thereafter unless and until terminated by
either MRT or Customer by written notice or electronically via the
Internet as permitted or required by MRT, to the other delivered at least
one (1) year prior to the date of the intended
termination.
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(f)
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Authorized
Overrun: For discounted rate transactions, any
authorized overrun quantities shall be at the assumed 100% load factor
derivative of the Base Rate(s) set forth in (d) above, plus all applicable
Rate Schedule FTS surcharges, penalties, and Fuel Use and LUFG
retentions.
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Contract
No. 3310
AMENDED
AND RESTATED
TRANSPORTATION
SERVICE AGREEMENT
FOR
RATE SCHEDULE FTS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
Page
2 of 2
EXHIBIT
B
(continued)
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(g)
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Rate-Related
Provisions:
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(i)
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Consideration
for Rate Granted: MRT agrees to the rates specified in this
Exhibit B in exchange for Customer's agreement to forego credits or other
benefits to which Customer would otherwise be entitled under the
Agreement, but only to the extent such credits or benefits would result in
a greater economic benefit over the term of this Exhibit B than that
represented by the agreed-upon rate. Accordingly, unless MRT
otherwise agrees, Customer will not receive credits (with the exception of
(1) penalty revenue credits provided pursuant to Section 34 of the General
Terms and Conditions of MRT's Tariff, and (2) capacity release credits)
from rates, refunds or other revenues collected by MRT or Customer if to
do so would effectively result in a lower rate or greater economic benefit
to Customer; provided, however, that (I) for a Customer taking service
under a discount or recourse rate agreement, the rate in any month shall
never be above MRT's applicable maximum tariff rate, and (II) MRT and a
Customer taking service under a Negotiated Rate agreement can agree
pursuant to Section 14.2 of the General Terms and Conditions of MRT's
Tariff that MRT will retain some or all of the capacity release credits to
the extent those credits exceed the amount of the Customer's invoiced
demand component. If the parties' agreement to the foregoing is
determined invalid or if Customer seeks to obtain credits or benefits
inconsistent therewith, unless MRT otherwise agrees, it will have the
right to immediately terminate or modify any provisions of this Exhibit B
that would allow Customer to pay amounts less than the maximum applicable
tariff rate.
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(ii)
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Regulatory
Authority: This Exhibit B is subject to Section 30 of the
General Terms and Conditions of MRT's Tariff. MRT and Customer
hereby acknowledge that this Exhibit B is subject to all valid and
applicable federal and local laws and to the orders, rules and regulations
of any constituted federal or local regulatory body or governmental
authority having jurisdiction. Any provision of this Exhibit B
which is determined by any court or regulatory body having jurisdiction to
be invalid or unenforceable will be ineffective to the extent of such
determination only, without invalidating, or otherwise affecting the
validity of, the remaining provisions. Except as otherwise
provided in subsection (b) above, unless the parties agree otherwise, if
MRT reasonably determines that a federal or local law, or
order, rule or regulation of any governmental authority having or
asserting jurisdiction (1) requires performance by MRT that is
inconsistent with the terms of this Exhibit B, or (2) conditions or
prohibits the granting of selective discounts or other rates specified in
paragraph (d) of this Exhibit B, then MRT and Customer shall promptly take
all reasonable actions in good faith to enter into alternative
arrangements that will secure to the maximum extent practicable for each
party all of the benefits of the transaction set out in this Agreement;
provided however, that MRT shall not be required to enter into or continue
arrangements that would result in a greater economic detriment to MRT than
existed prior to the regulatory event or
change.
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Executed
by a duly authorized representative of each party hereto, in the space provided
below:
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CENTERPOINT
ENERGY - MISSISSIPPI RIVER
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LACLEDE
GAS COMPANY
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TRANSMISSION
CORPORATION
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|||||
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By:
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/s/
▇▇▇▇▇▇ ▇▇▇▇▇
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By:
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/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name
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▇▇▇▇▇▇
▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
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Title
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Division
Vice President – Marketing MRT
|
Title:
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Executive
Vice President
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Date:
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March
18, 2008
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Date:
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March
18, 2008
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