EXHIBIT 10.74
SERVICE AGREEMENT
between
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
and
ATLANTA GAS LIGHT COMPANY
Dated
May 23, 2000
SERVICE AGREEMENT
THIS AGREEMENT entered into this 23rd day of May, 2000, by and between
TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware Corporation, hereinafter
referred to as "Seller," first party, and ATLANTA GAS LIGHT COMPANY, hereinafter
referred to as "Buyer," second party,
W I T N E S S E T H
WHEREAS, by order issued May 22, 2000 in Docket No. CP99-392-000, the
Federal Regulatory Commission has authorized Seller's SouthCoast Expansion
Project (referred to as "SouthCoast"); and
WHEREAS, SouthCoast will add 204,099 Dt (at Seller's system BTU as of the
date of this Agreement and as provided in Section 23 (b) of the General Terms
and Conditions of Seller's FERC Gas Tariff) per day of incremental firm
transportation capacity by a proposed in-service date of November 1, 2000; and
WHEREAS, Buyer has requested firm transportation service under SouthCoast
and has executed with Seller a Precedent Agreement, dated April 28, 1999, as
amended, for such service; and
WHEREAS, Seller is willing to provide the requested firm transportation for
Buyer under SouthCoast pursuant to the terms of this Service Agreement and the
Precedent Agreement.
NOW, THEREFORE, Seller and Buyer agree as follows:
ARTICLE I
GAS TRANSPORTATION SERVICE
1. Subject to the terms and provisions of this agreement and of Seller's
Rate Schedule FT, Buyer agrees to deliver or cause to be delivered to Seller gas
for transportation and Seller agrees to receive, transport and redeliver natural
gas to Buyer or for the account of Buyer, on a firm basis, up to a
Transportation Contract Quantity ("TCQ") of 61,160 dt per day.
2. Transportation service rendered hereunder shall not be subject to
curtailment or interruption except as provided in Section 11 of the General
Terms and Conditions of Seller's FERC Gas Tariff.
ARTICLE II
POINT(S) OF RECEIPT
Buyer shall deliver or cause to be delivered gas at the point(s) of receipt
hereunder at a pressure sufficient to allow the gas to enter Seller's pipeline
system at the varying pressures that may exist in such system from time to time;
provided, however, the pressure of the gas delivered or caused to be delivered
by Buyer shall not exceed the maximum operating pressure(s) of Seller's pipeline
system at such point(s) of receipt. In the event the maximum operating
pressure(s) of Seller's pipeline system, at the point(s) of receipt hereunder,
is from time to time increased or decreased, then the maximum allowable
pressure(s) of the gas delivered or caused to be delivered by Buyer to Seller at
the point(s) of receipt shall be correspondingly increased or decreased upon
written notification of Seller
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SERVICE AGREEMENT (CONTINUED)
to Buyer. The point(s) of receipt for natural gas received for transportation
pursuant to this agreement shall be:
See Exhibit A, attached hereto, for points of receipt.
ARTICLE III
POINT(S) OF DELIVERY
Seller shall redeliver to Buyer or for the account of Buyer the gas
transported hereunder at the following point(s) of delivery:
See Exhibit B, attached hereto, for points of delivery.
ARTICLE IV
TERM OF AGREEMENT
This agreement shall be effective as of the later of November 1, 2000 or
the date Seller's facilities necessary to provide service to Buyer under
SouthCoast have been constructed and are ready for service, and shall remain in
force and effect until 9:00 a.m. Central Clock Time November 1, 2010 and
thereafter until terminated by Seller or Buyer upon at least one (1) year
written notice; provided, however, this agreement shall terminate immediately
and, subject to the receipt of necessary authorizations, if any, Seller may
discontinue service hereunder if (a) Buyer, in Seller's reasonable judgment
fails to demonstrate credit worthiness, and (b) Buyer fails to provide adequate
security in accordance with Section 32 of the General Terms and Conditions of
Seller's Volume No. 1 Tariff. As set forth in Section 8 of Article II of
Seller's August 7, 1989 revised Stipulation and Agreement in Docket Nos. RP88-68
▇▇.▇▇., (a) pregranted abandonment under Section 284.221 (d) of the Commission's
Regulations shall not apply to any long term conversions from firm sales service
to transportation service under Seller's Rate Schedule FT and (b) Seller shall
not exercise its right to terminate this service agreement as it applies to
transportation service resulting from conversions from firm sales service so
long as Buyer is willing to pay rates no less favorable than Seller is
otherwise able to collect from third parties for such service.
ARTICLE V
RATE SCHEDULE AND PRICE
1. Buyer shall pay for natural gas delivered to Buyer hereunder in
accordance with Seller's Rate Schedule FT and the applicable provisions of the
General Terms and Conditions of Seller's FERC Gas Tariff as filed with the
Federal Energy Regulatory Commission, and as the same may be legally amended or
superseded from time to time. Such Rate Schedule and General Terms and
Conditions are by this reference made a part hereof. In the event Buyer and
Seller mutually agree to a negotiated rate pursuant to the provisions in Section
53 of the General Terms and Conditions and specified term for service hereunder,
provisions governing such negotiated rate (including surcharges) and term shall
be set forth on Exhibit C to the service agreement.
2. Seller and Buyer agree that the quantity of gas that Buyer delivers or
causes to be delivered to Seller shall include the quantity of gas retained by
Seller for applicable compressor fuel, line loss make-up (and injection fuel
under Seller's Rate Schedule GSS, if
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SERVICE AGREEMENT (CONTINUED)
applicable) in providing the transportation service hereunder, which quantity
may be changed from time to time and which will be specified in the currently
effective Sheet No. 44 of Volume No. 1 of this Tariff which relates to service
under this agreement and which is incorporated herein.
3. In addition to the applicable charges for firm transportation service
pursuant to Section 3 of Seller's Rate Schedule FT, Buyer shall reimburse Seller
for any and all filing fees incurred as a result of Buyer's request for service
under Seller's Rate Schedule FT, to the extent such fees are imposed upon Seller
by the Federal Energy Regulatory Commission or any successor governmental
authority having jurisdiction.
ARTICLE VI
MISCELLANEOUS
1. This Agreement supersedes and cancels as of the effective date hereof
the following contract(s) between the parties hereto:
None
2. No waiver by either party of any one or more defaults by the other in
the performance of any provisions of this agreement shall operate or be
construed as a waiver of any future default or defaults, whether of a like or
different character.
3. The interpretation and performance of this agreement shall be in
accordance with the laws of the State of Texas, without recourse to the law
governing conflict of laws, and to all present and future valid laws with
respect to the subject matter, including present and future orders, rules and
regulations of duly constituted authorities.
4. This agreement shall be binding upon, and inure to the benefit of the
parties hereto and their respective successors and assigns.
5. Notices to either party shall be in writing and shall be considered as
duly delivered when mailed to the other party at the following address:
(a) If to Seller:
Transcontinental Gas Pipe Line Corporation
P. O. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Director - Customer Services & Scheduling
(b) If to Buyer:
Atlanta Gas Light Company
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Vice President, Gas Services
Such addresses may be changed from time to time by mailing appropriate notice
thereof to the other party by certified or registered mail.
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SERVICE AGREEMENT (CONTINUED)
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
signed by their respective officers or representatives thereunto duly
authorized.
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
(Seller)
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
Customer Service and Rates
ATLANTA GAS LIGHT COMPANY
(Buyer)
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Vice President, Gas Services
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EXHIBIT A
---------
Maximum Daily Quantity
Point(s) of Receipt at each Receipt Pt. (Dt/d)/1/
-
------------------- -----------------------------
Point of interconnection between Transco's 61,160
mainline and Mobile Bay Lateral at milepost
784.66 in Choctaw County, Alabama
________________________
/1/ These quantities do not include the additional quantities of gas to be
retained by Seller for compressor fuel and line loss make-up. Therefore, Buyer
shall also deliver or cause to be delivered at the receipt points such
additional quantities of gas in kind to be retained by Seller for compressor
fuel and line loss make-up.
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EXHIBIT B
---------
Maximum Daily Quantity
Point(s) of Delivery at each Delivery Pt. (Dt/d)/2/
-------------------- ------------------------------
Suwanee Meter Station, located at 61,160
milepost 26.96 on Transco's Georgia
extension in Gwinnett County, Georgia
___________________________
/2/ Deliveries to or for the account of Shipper at the delivery point(s)
shall be subject to the limits of the Delivery Point Entitlement ("DPE's") of
the entities receiving the gas at the delivery points, as such DPE's are set
forth in Transco's FERC Gas Tariff, as amended from time to time.
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EXHIBIT C
---------
Specification of Negotiated Rate and Term
-----------------------------------------
During the ten (10) year primary term of this Service Agreement, Buyer shall pay
a negotiated monthly reservation rate of $10.1896 per dt, plus the electric
power unit rate, all surcharges (except for the GRI surcharge) and fuel
applicable from time to time to SouthCoast service under Rate Schedule FT.
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