EXHIBIT 10.6.22
Service Package No: 40295
Amendment No.: 0
GAS TRANSPORTATION AGREEMENT
(For Use under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 1 day of August, 2002, by
and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter
referred to as "Transporter" and SELKIRK COGEN PARTNERS, L. P., a DELAWARE
Limited Partnership hereinafter referred to as "Shipper." Transporter and
Shipper shall collectively be referred to herein as the "Parties."
ARTICLE I - DEFINITIONS
1.1 TRANSPORTATION QUANTITY - shall mean the maximum daily quantity of gas
which Transporter agrees to receive and transport on a firm basis, subject
to Article II herein, for the account of Shipper hereunder on each day
during each year during the term hereof, which shall be 21000 dekatherms.
Any limitations on the quantities to be received from each Point of Receipt
and/or delivered to each Point of Delivery shall be as specified on Exhibit
“A” attached hereto.
1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms
and Conditions of Transporter’s FERC Gas Tariff.
ARTICLE II - TRANSPORTATION
Transportation Service - Transporter agrees to accept and receive daily on a
firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account
such quantity of gas as Shipper makes available up to the Transportation
Quantity, and to deliver to or for the account of Shipper to the Point(s) of
Delivery an Equivalent Quantity of gas.
ARTICLE III - POINT(S) OF RECEIPT AND DELIVERY
The Primary Point(s) of Receipt and Delivery shall be those points specified on
Exhibit "A" attached hereto.
ARTICLE IV
All facilities are in place to render the service provided for in this
Agreement.
ARTICLE V - QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT
For all gas received, transported and delivered hereunder the Parties agree to
the Quality Specifications and Standards for Measurement as specified in the
General Terms and Conditions of Transporter’s FERC Gas Tariff Volume No. 1.
To the extent that no new measurement facilities are installed to provide
service hereunder, measurement operations will continue in the manner in which
they have previously been handled. In the event that such facilities are not
operated by Transporter or a downstream pipeline, then responsibility for
operations shall be deemed to be Shipper’s.
Service Package No: 40295
Amendment No: 0
ARTICLE VI- RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the
rates, charges, and surcharges to be paid by Shipper to Transporter for the
transportation service provided herein shall be in accordance with
transporter’s Rate Schedule FT-A and the General Terms and Conditions
of Transporter’s FERC Gas Tariff. Except as provided to the contrary
in any written or electronic agreement(s) between Transporter and Shipper
in effect during the term of this Agreement, Shipper shall pay Transporter
the applicable maximum rate(s) and all other applicable charges and
surcharges specified in the Summary of Rates in Transporter’s FERC Gas
Tariff and in this Rate Schedule. Transporter and Shipper may agree that a
specific discounted rate will apply only to certain volumes under the
agreement. Transporter and Shipper may agree that a specified discounted
rate will apply only to specified volumes (MDQ, TQ, commodity volumes,
Extended Receipt and Delivery Service Volumes or Authorized Overrun
volumes) under the Agreement; that a specified discounted rate will apply
only if specified volumes are achieved (with the maximum rates applicable
to volumes above the specified volumes or to all volumes if the specified
volumes are never achieved); that a specified discounted rate will apply
only during specified periods of the year or over a specifically defined
period of time; and/or that a specified discounted rate will apply only to
specified points, zones, markets or other defined geographical area.
Transporter and Shipper may agree to a specified discounted rate pursuant
to the provisions of this Section 6.1 provided that the discounted rate is
between the applicable maximum and minimum rates for this service.
6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any filing
or similar fees, which have not been previously paid for by Shipper, which
Transporter incurs in rendering service hereunder.
6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have
the unilateral right to file with the appropriate regulatory authority and
make effective changes in (a) the rates and charges applicable to service
pursuant to Transporter’s Rate Schedule FT-A, (b) the rate schedule(s)
pursuant to which service hereunder is rendered or (c) any provision of the
General Terms and Conditions applicable to those rate schedules.
Transporter agrees that Shipper may protest or contest the aforementioned
filings, or may seek authorization from duly constituted regulatory
authorities for such adjustment of Transporter’s existing FERC Gas
Tariff as may be found necessary to assure Transporter just and reasonable
rates.
ARTICLE VII - ▇▇▇▇▇▇▇▇ AND PAYMENTS
Transporter shall ▇▇▇▇ and Shipper shall pay all rates and charges in accordance
with Articles V and VI, respectively, of the General Terms and Conditions of the
FERC Gas Tariff.
ARTICLE VIII - GENERAL TERMS AND CONDITIONS
This Agreement shall be subject to the effective provisions of Transporter's
Rate Schedule FT-A and to the General Terms and Conditions incorporated therein,
as the same may be changed or superseded from time to time in accordance with
the rules and regulations of the FERC.
Service Package No: 40295
Amendment No: 0
ARTICLE IX - REGULATION
9.1 This Agreement shall be subject to all applicable and lawful governmental
statutes, orders, rules and regulations and is contingent upon the receipt
and continuation of all necessary regulatory approvals or authorizations
upon terms acceptable to Transporter. This Agreement shall be void and of
no force and effect if any necessary regulatory approval is not so obtained
or continued. All Parties hereto shall cooperate to obtain or continue all
necessary approvals or authorizations, but no Party shall be liable to any
other Party for failure to obtain or continue such approvals or
authorizations.
9.2 The transportation service described herein shall be provided subject to
Subpart G, Part 284 of the FERC Regulations.
ARTICLE X - RESPONSIBILITY DURING TRANSPORTATION
Except as herein specified, the responsibility for gas during transportation
shall be as stated in the General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No. 1.
ARTICLE XI - WARRANTIES
11.1 In addition to the warranties set forth in Article IX of the General Terms
and Conditions of Transporter’s FERC Gas Tariff, Shipper warrants the
following:
(a) Shipper warrants that all upstream and downstream transportation
arrangements are in place, or will be in place as of the requested
effective date of service, and that it has advised the upstream and
downstream transporters of the receipt and delivery points under this
Agreement and any quantity limitations for each point as specified on
Exhibit “A” attached hereto. Shipper agrees to indemnify and
hold Transporter harmless for refusal to transport gas hereunder in
the event any upstream or downstream transporter fails to receive or
deliver gas as contemplated by this Agreement.
(b) Shipper agrees to indemnify and hold Transporter harmless from all
suits, actions, debts, accounts, damages, costs, losses and expenses
(including reasonable attorneys fees) arising from or out of breach of
any warranty by Shipper herein.
11.2 Transporter shall not be obligated to provide or continue service hereunder
in the event of any breach of warranty.
ARTICLE XII - TERM
12.1 This contract shall be effective as of 1 August, 2002 and shall remain in
force and effect, unless modified as per Exhibit B, until 31 October, 2012
(‘Primary Term’) and on a month to month basis thereafter unless
terminated by either Party upon at least thirty (30) days prior written
notice to the other Party; provided, however, that if the Primary Term is
one year or more, then any rights to Shipper’s extension of this
Agreement after the Primary Term shall be governed by Article III, Section
10.4 of the General Terms and Conditions of Transporter’s FERC Gas
Tariff; 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.
Service Package No: 40295
Amendment No: 0
12.2 Any portions of this Agreement necessary to resolve or cash out imbalances
under this Agreement as required by the General Terms and Conditions of
Transporter’s Tariff shall survive the other parts of this Agreement
until such time as such balancing has been accomplished; provided, however,
that Transporter notifies Shipper of such imbalance not later than twelve
months after the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written notice from
Transporter in the event Shipper fails to pay all of the amount of any ▇▇▇▇
for service rendered by Transporter hereunder in accord with the terms and
conditions of Article VI of the General Terms and Conditions of
Transporter’s FERC Gas Tariff.
ARTICLE XIII - NOTICE
Except as otherwise provided in the General Terms and Conditions applicable to
this Agreement, any notice under this Agreement shall be in writing and mailed
to the post office address of the Party intended to receive the same, as
follows:
TRANSPORTER: Tennessee Gas Pipeline Company
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Director, Transportation Control
SHIPPER:
NOTICES: Selkirk Cogen Partners, L. P.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Manager, Gas Operations, Northeast Region
BILLING: PG&E Energy Trading - Gas Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Gas Accounting
or to such other address as either Party shall designate by formal written
notice to the other.
ARTICLE XIV - ASSIGNMENTS
14.1 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 which it has executed or may execute
hereafter as security for indebtedness. Either Party may, without relieving
itself of its obligation under this Agreement, assign any of its rights
hereunder to a company with which it is affiliated. Otherwise, Shipper
shall not assign this Agreement or any of its rights hereunder, except in
accord with Article III, Section 11 of the General Terms and Conditions of
Transporter’s FERC Gas Tariff.
14.2 Any person which shall succeed by purchase, merger, or consolidation to the
properties, substantially 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.
Service Package No: 40295
Amendment No: 0
ARTICLE XV - MISCELLANEOUS
15.1 THE INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE
WITH AND CONTROLLED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
THE DOCTRINES GOVERNING CHOICE OF LAW.
15.2 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 either Party’s option; and if the severability
option is exercised, the remaining provisions of the Agreement shall remain
in full force and effect.
15.3 Unless otherwise expressly provided in this Agreement or Transporter’s
Gas Tariff, no modification of or supplement to the terms and provisions
stated in this Agreement shall be or become effective until Shipper has
submitted a request for change through PASSKEY and Shipper has been
notified through PASSKEY of Transporter’s agreement to such change.
15.4 Exhibit "A" attached hereto is incorporated herein by reference and made a
part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed as of the date first hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
BY:/s/ ▇.▇. ▇▇▇▇▇▇▇▇▇
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Agent and Attorney-in-Fact
SELKIRK COGEN PARTNERS, L.P.
By: JMC Selkirk, Inc., Managing General Partner
BY:/s/ ▇.▇. ▇▇▇▇▇▇
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TITLE: Senior Vice President
DATE: 6/28/02
EXHIBIT "A"
TO GAS TRANSPORTATION AGREEMENT
DATED August 1, 2002
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
SELKIRK COGEN PARTNERS, L.P.
SELKIRK COGEN PARTNERS, L.P.
EFFECTIVE DATE OF AMENDMENT: AUGUST 1, 2002
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 40295
SERVICE PACKAGE TQ: 21000 Dth
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG TOTAL-TQ BILLABLE-TQ
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012181 ▇▇▇▇▇▇ SMS IROQUOIS GAS SCHOHARIE NY 05 R 200 21000 21000
TRANSMISSION SYSTEM
020731 SELKIRK SMS SELKIRK COGEN ALBANY NY 05 D 200 21000 21000
PARTNERS, L.P.
Total Receipt TQ 21000 21000
Total Delivery TQ 21000 21000
NUMBER OF RECEIPT POINTS: 1
NUMBER OF DELIVERY POINTS: 1
Note: Exhibit "A" is a reflection of the contract and all amendments as of the amendment effective date.