AMENDED AND RESTATED STORAGE SERVICE AGREEMENT FOR RATE SCHEDULE FSS BETWEEN CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION AND LACLEDE GAS COMPANY
Exhibit
10.5
Contract #3147
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FSS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
This
STORAGE SERVICE AGREEMENT, hereinafter referred to as "Agreement," 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 provide natural gas storage service for Customer, on a firm
basis, and Customer shall furnish, or cause to be furnished, to MRT natural gas
for such storage 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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▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ Date:
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April
30, 2013
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* Pursuant
to Section 2.7, Rate Schedule FSS, MRT and Customer have agreed to an
Effective Date and a Primary Term End Date other than the
beginning of the injection season and the end of
the withdrawal season, respectively.
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Evergreen?
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Yes [
X
] No [ ]
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After
Primary Term End Date, this Agreement shall continue to be in effect
unless and until terminated by either MRT or Customer by written notice or
electronically via the Internet as permitted or requested 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
Stored Quantity
(MSQ): 23,550,243
Dth
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(Based
on a heat content of 1,020 Btu per Cubic Foot)
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Maximum
Daily Withdrawal Quantity
(MDWQ): 410,231
Dth
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3)
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RATE
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Service
hereunder shall be provided pursuant to Rate Schedule
FSS. 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 (either in writing or electronically
via the Internet as required by MRT) by MRT and Customer in an Exhibit A,
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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Page 1 of 4
Contract
#3147
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FSS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
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For Wire Transfer
Payment to MRT:
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MRT Nominations (other
than electronic):
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Mississippi
River Transmission
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Client
Services
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Chase
Bank of Texas
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Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
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ABA
No. ▇▇▇▇▇▇▇▇▇
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Account
No.
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MRT Pipeline
Operations:
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System
Control Department
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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 4
Contract
#3147
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FSS
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 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, as 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 (including
withdrawal of stored quantities) nor relieve Customer of its obligation to
pay any monies due hereunder to MRT.
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3)
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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' written notice to
Customer, may suspend further injections and/or withdrawals 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 injections and/or withdrawals of gas on behalf of
Customer.
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4)
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Service
hereunder shall be provided pursuant to Rate Schedule FSS 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
Tariff, 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 storage service under this Agreement and
to revise the priority and/or scheduling of this storage 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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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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8)
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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 Schedule FSS 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), GT&C, 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. Subject to the above, the respective rights and
obligations of the parties under this Agreement shall extend to and be
binding upon their heirs, successors, assigns and legal
representatives. 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
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Page 3 of 4
Contract
#3147
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FSS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
GENERAL TERMS AND
CONDITIONS
(Continued)
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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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9)
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Any
notice, statement, or ▇▇▇▇ provided for in this Agreement shall be in
writing, or if MRT’s Tariff requires, via electronic means and shall be
considered as duly 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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10)
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Each
party shall notify the other in writing of the name, address, telephone
number and 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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11)
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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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12)
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THE
INTERPRETATION AND PERFORMANCE OF THE AGREEMENT SHALL BE IN ACCORDANCE
WITH THE LAWS OF MISSOURI, EXCLUDING CONFLICTS OF LAW PRINCIPLES THAT
WOULD REQUIRE THE APPLICATION OF THE LAWS OF A DIFFERENT
JURISDICTION.
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13)
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Exhibit
A attached hereto is incorporated into the Agreement in its
entirety.
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14)
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This
Agreement amends and restates the currently effective Storage Service
Agreement between the parties.
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15)
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Pursuant
to Section 5.1(a), Rate Schedule NNT, of MRT’s Tariff, Customer shall have
the option to reduce its FSS capacity in proportion to Customer’s
reduction of the MDQ under FTS Contract 3310, Section 18 of the
General Terms and Conditions, between MRT and
Customer. Customer must exercise its option within thirty (30)
days after service commences to the Bypassing Customer over its direct
connection with MRT, with the reduction of FSS capacity becoming effective
reasonably concurrent with the reduction of FTS capacity, taking into
consideration that any gas that Customer may be required to remove from
storage as a result of the FSS capacity reduction must be undertaken in a
reasonable manner and in a reasonable time period.
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16)
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Pursuant
to Section 15.3, General Terms and Conditions, of MRT’s Tariff, 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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Page 4 of 4
Contract
#3147
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FSS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
Page
1 of 2
EXHIBIT
A
Customer
agrees to pay the rates specified on this Exhibit A 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 A 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) | 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
Tariff Rate(s) set forth in MRT’s Tariff from time to time; provided,
however, that during the Term of this Agreement, Customer’s Base Rate(s)
shall not exceed the maximum Base Rate Deliverability,
Capacity, and Injection/Withdrawal Charges set forth on
Twenty-Seventh Revised Sheet No. 8 (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 Deliverability,
Capacity, and Injection/Withdrawal Charge(s) set forth on Twenty-Seventh
Revised Sheet No. 8 when computed at an assumed 100% load factor as
follows: $0.3121.
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(ii)
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Surcharges:
All applicable Rate Schedule FSS surcharges, penalties, charges, fees,
taxes, settlements, direct billed amounts and Fuel Use and LUFG
retentions.
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| (d) Term of Rate: | Begin Date(s): | April 1, 2008 |
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End
Date(s):
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April
30, 2013 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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(e)
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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 (c) above, plus all applicable
Rate Schedule FSS surcharges, penalties, and Fuel Use and LUFG
retentions.
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Contract
#3147
AMENDED
AND RESTATED
FOR
RATE SCHEDULE FSS
BETWEEN
CENTERPOINT ENERGY - MISSISSIPPI RIVER TRANSMISSION CORPORATION
AND
LACLEDE GAS COMPANY
Page
2 of 2
EXHIBIT
A
(continued)
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(f)
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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 A 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 A 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 A
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 A is subject to Section 30 of the
General Terms and Conditions of MRT's Tariff. MRT and Customer
hereby acknowledge that this Exhibit A 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 A
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 A, or (2) conditions or
prohibits the granting of selective discounts or other rates specified in
paragraph (d) of this Exhibit A, 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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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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