Read Natural Gas Pooling Agreement for Service Under Group Balancing text version

NATURAL GAS POOLING AGREEMENT FOR SERVICE UNDER GROUP BALANCING THIS AGREEMENT, made and entered into as of the ___ day of _____________, 200__, by and between Union Electric Company d/b/a AmerenUE, with its office at 1901 Chouteau Avenue, St. Louis, MO 63103 (hereinafter referred to as "Company"), and __________________________________, a _______________ corporation/company with its main office at _______________________________________________ (hereinafter referred to as "Group Manager"). W I T N E S E T H: WHEREAS, Company is willing to continue to permit its Customers to deliver natural gas into Company's system for the purpose of enabling the Customers to satisfy all of their natural gas transportation requirements through the use of transportation services provided by Company; and WHEREAS, a natural gas pooling of Customers' aggregate accounts will permit the Customers or their respective Group Managers to accumulate various privileges accorded individual Customers for the benefit of a group of such Customers. WHEREAS, Company is willing to afford such benefits of a natural gas pooling of Customers' aggregate accounts in accord with its Group Balancing Transportation Service; and, NOW, THEREFORE, for and in consideration of the mutual covenants and promises contained herein, Company agrees to permit Customers to aggregate accounts, and Group Manager agrees to pool such accounts in accord with Group Balancing and subject to the following terms and conditions: ARTICLE I DEFINITIONS

For purposes of interpreting this Agreement, the terms contained herein shall have the same definitions and meanings as those contained within Company's Group Balancing. ARTICLE II TERM

The term of this Agreement shall commence on the first day of the calendar month after the date of execution hereof and subject to Group Manager's continued compliance within the requirements outlined herein and within the Company's Group Balancing, and in additional compliance with the Company's application submittal deadlines. This Agreement shall continue in effect thereafter for a primary term of twelve (12) months, and remain in effect from year-toyear thereafter, subject to cancellation by either party upon the expiration of the primary term or any subsequent one (1) year period upon at least sixty (60) days written notice given prior to expiration of the primary term or prior to the expiration of any one (1) year period thereafter. ARTICLE III LIST OF CUSTOMERS

As Appendix "A" hereto, the Group Manager agrees to set forth the names and account numbers of those Customers of the Company for whom the Group Manager intends to aggregate for the sole purpose of service under Group Balancing, and to provide such information in accord with Group Balancing. Appendix A should be consistent with written notifications provided by

Customers in accord with Customer Notifications under Group Balancing. As this list of Customers may vary from time to time during the term of this Agreement, Group Manager agrees to provide an updated list on a timely basis of Customers to Company each time Group Manager adds or removes Customers to/from its Group Account Agreement effective on the first day of a given month, provided Company has received all required documentation no later than ten (10) days prior to the month. ARTICLE IV FEES AND CHARGES; RATES

4.1 The billing treatment for balancing fees and charges for Customer accounts aggregated shall be in accordance with Group Balancing Transportation Service. Accordingly, Group Manager agrees the following fees and tariff charges, and any other fees and tariff charges that may later be imposed or affect these tariffs and other applicable rates by a regulatory or similar agency, including but not limited to, shall apply: a. b. c. d. Imbalance Cash Out Charges Unauthorized Use Charges Pipeline Penalties Curtailment Penalties

4.2 In consideration of the service offered under Group Balancing, the Company shall bill to the Group Manager any fees and charges that result after offsetting the daily imbalances for each of the accounts that are included on the list of Customer accounts on Appendix A hereto. Group Manager shall pay the charges as described in Company's Group Balancing. Company shall administer the calculation and billing of balancing fees and other charges for this Agreement in accordance with Group Balancing. . In the event of discrepancies between this Agreement and the filed tariffs, the filed tariffs now in effect and as amended from time to time shall supercede this Agreement. Company shall have the right to propose and to file with the MSPC, or any other body having jurisdiction, changes and revisions to any effective rate schedule, including Group Balancing, or to propose and file superceding rate schedules, for the purpose of changing the rates, charges, and other provisions thereof which may be effective as to the Group Manager under this Agreement. In the event the MSPC or other appropriate regulatory agency approves a rate schedule or superceding rate schedule that is applicable to service rendered hereunder, the Company shall utilize such rate schedule in performance of this Agreement, and Group Manger shall be so bound. Such rate schedule, and any revisions thereof that are filed and made effective, shall apply to and be a part of this Agreement. ARTICLE V NOMINATIONS AND CURTAILMENTS

Nominations must be submitted via any method designated by Company. Company shall have the right , at any time, and at its sole discretion, pursuant to Group Balancing and all applicable tariffs, rates, rules and regulations, to take any actions necessary to protect the integrity of its system and fulfill its firm service utility obligations. Such actions may include, but are not limited to, unilaterally rejecting or modifying Group Manager's nominations for both Customer accounts and non-pooled customer accounts. ARTICLE VI BILLING AND PAYMENTS -2-

6.1 Billing. On or about the fifth (5th) calendar day of the month following each delivery month, Company shall render to Group Manager an invoice for balancing fees for all Customer accounts, plus charges to be assessed to Group Manager pursuant to Group Balancing and the terms and conditions herein.. Group Manager shall render payment upon receipt of the invoice subject to Company's Terms and Conditions of Service. Applicable late payment penalties will be assessed, if applicable, as per the Company's tariffs. 6.2 Termination for Non-Payment. In the event of failure to pay a properly issued invoice, Company, in addition to any and all other remedies it may have available, may unilaterally, and without recourse by Group Manager or Customers, terminate further services hereunder, and is only required to provide notice of termination to the Group Manager; it shall be the duty and responsibility of the Group Manager to notify its Customers of termination of services. In addition to termination of such services, Company also may utilize any security deposit provided by Group Manager due to failure by Group Manager to make payment of arrearages after all procedures for collection has been followed. ARTICLE VII SECURITY DEPOSIT/CREDITWORTHINESS DOCUMENTATION

Company may, in its reasonable opinion, at any time, require Group Manager to submit a security deposit to Company per the Company's Terms and Conditions of Service. Such deposit may be in the form of cash or in the form of a guaranty agreement issued by a financially responsible guarantor agreeable to by Company. The amount of such deposit shall be the equivalent to two months of service, including gas costs. Upon request of the Company, the Group Manager shall also provide to the Company, on a confidential basis, appropriate trade and banking references, financial statements, annual reports, 10-K reports, or other information as deemed necessary in the reasonable opinion of Company to assure creditworthiness of Group Manager. Group Manager also agrees to allow the Company to conduct a credit investigation as to Group Manager's creditworthiness. a. Group Manager must not be operating under any chapter of the bankruptcy laws, and must not be subject to liquidation or debt reduction procedures under state laws, such as an assignment for the benefit of creditors, or any informal creditors' committee agreement. Group Manager should not be subject to the uncertainty of pending liquidation or regulatory proceedings in state or federal courts which could cause a substantial deterioration in its financial condition, a condition of insolvency, or an impairment of Group Manager's ability to exist as an ongoing business entity. No significant collection lawsuits or judgments are outstanding which would seriously reflect upon Group Manager's ability to remain solvent. Group Manager must not have long-term senior unsecured debt unsupported by third-party credit enhancement that is rated by S & P below BBB or by Moody's below Baa. If any of the events or actions described in a, b, c or d, above, shall be initiated or imposed during the term of service under this Agreement, -3-

b.

c. d.

e.

Group Manager shall provide notification to Company within two (2) business days of any such initiated or imposed event or action. Failure to do so may be cause for termination of the Agreement. ARTICLE VIII SUCCESSION AND ASSIGNMENT

This Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. This Agreement shall not be assigned by Group Manager without the prior written consent of Company. ARTICLE IX APPLICABLE LAW AND REGULATIONS

This Agreement shall be construed under the laws of the State of Missouri, and shall be subject to all valid applicable state, federal and local laws, rules, orders and regulations. Group Manager, and each of its representatives, irrevocably agrees to submit to personal jurisdiction of any Missouri or federal court, and any appellate court thereof, in respect of any action, dispute or proceeding arising out of this Agreement. Group Manager, and each of its representatives, further irrevocably waives, to the fullest extent it and they may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Nothing herein shall be construed as divesting or attempting to divest any regulatory body of any of its rights, jurisdictions, powers or authority conferred by law. Any subject not expressly stated in this Agreement shall be governed by Company's tariffs as filed with the Illinois Commerce Commission. ARTICLE X NOTICES

Until further notice, request, demand, statement, payment or invoice, or any other notification which either party may desire to give the other, shall be in writing and shall be considered as duly delivered when faxed, telecopied, wire transferred, or delivered by hand or delivered by the United States Postal Service to the address of the other party as follows: For Company: For Group Manager:

Attention:

Attention:

ARTICLE XII

MISCELLANEOUS

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10.1 Authorizations. The parties hereto represent that they have (or will have) all requisite corporate and governmental authorizations necessary or proper to perform hereunder. 10.2 Entirety. This Agreement constitutes the entire agreement between the parties hereto, with respect to the subject services. There are no prior or contemporaneous agreements or representations affecting the same subject matter other than those herein expressed. It is further agreed that no amendment, modification or change herein shall be enforceable, except as specifically provided for in this Agreement, unless reduced to writing and executed by both parties. 10.3 Waiver. It is further understood and agreed that no failure or delay by Company, its employees or representatives, in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise there of, or the exercise of any right power or privilege hereunder. 10.4 Severability. Except as otherwise stated herein, any provision, article or section declared or rendered unlawful by a court of law or regulatory agency with jurisdiction over the parties, or deemed unlawful because of statutory change, will not otherwise affect the lawful obligations that arise under this Agreement. 10.5 Headings. The headings used for the Articles herein are for convenience and reference purposes only, and shall in no way affect the meaning or interpretation of the provisions of this Agreement. 10.6 Allocation of and Indemnity for Taxes. Group Manager is liable for, and shall pay or cause to be paid, or reimburse Company if Company shall have paid all taxes applicable to gas delivered to Company hereunder prior to delivery of gas to Group Manager for Customers hereunder. Company and/or Group Manager shall be liable for, and shall pay or cause to be paid, or reimburse Company if Company shall have paid all taxes applicable to gas delivery by Company to Customers hereunder ("Group Manager Taxes"). In the event Company is required to remit any of Group Manager's Taxes, Group Manager shall indemnify, defend and hold Company harmless from any liability against all of Group Manager Taxes. Company is liable for, and shall pay or cause to be paid, or reimburse Group Manager if Group Manager shall have paid all taxes applicable to gas delivered hereunder at and after the Point of Delivery, including taxes imposed by taxing authority with jurisdiction over the Company that are in effect and at the rates that are in effect on the date that deliveries are made ("Company Taxes"). Company shall indemnify, defend and hold harmless Group Manager from any liability against all Company Taxes. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in multiple originals as of the date and year first above written. (Company) By: Title: By: Title: (Group Manager)

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