Dominion Cove Point LNG, LP
Original Volume No. 1
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Effective Date: 06/01/2007, Docket: RP07-429-001, Status: Effective
Substitute Second Revised Sheet No. 216 Substitute Second Revised Sheet No. 216 : Effective
Superseding: First Revised Sheet No. 216
GENERAL TERMS AND CONDITIONS
(Continued)
5. SERVICE AGREEMENT
(a) Form of Service Agreement. Buyer shall enter into a contract with Operator under
Operator's applicable standard Form of Service Agreement prior to receiving service
from Operator under any Rate Schedule. Buyers with new levels of service shall
execute a new Appendix to their Service Agreements indicating the new level of
service.
(b) Term.
(1) The period of time covered by the Service Agreement (exclusive of Assignments as
provided under this Tariff) shall be determined by (i) agreement between the
parties, or (ii) the procedures set forth in Section 4, Bidding for Available Firm
Service, but shall not exceed a primary term of twenty (20) years and extensions
from year to year thereafter unless canceled by either party by providing six (6)
months prior notice to the other party. Where the Service Agreement supersedes or
cancels an existing Service Agreement, however, Operator may require that the term
of the Service Agreement shall be not less than the unexpired portion of the term
contained in the Service Agreement to be superseded or canceled.
(2) Notwithstanding anything to the contrary in this Tariff, Operator may agree, on a
not unduly discriminatory basis, with a Buyer to: (i) the termination of an
existing service agreement prior to its expiration date contingent upon negotiated
conditions, including the payment of any agreed upon termination fees; (ii) a term
for a service agreement beginning upon specified events related to the
availability of necessary infrastructure; or (iii) an option for the Buyer to
terminate a service agreement prior to the end of the term upon specified events
related to the unavailability or termination of related contractual rights with
Operator or with another upstream or downstream service provider. Taking into
account the remaining term of the agreement, the applicable rates, and the value,
demand for, and alternative uses of, the contractual entitlements under the
agreement being terminated, any exit fee agreed upon by Buyer as part of an
agreement for the termination of a service agreement shall be sufficient to make
the termination financially beneficial to Operator in Operator's reasonable
judgment. Any agreement by Operator hereunder shall not constitute a material
deviation from the applicable Form of Service Agreement.
(c) Quantity Obligations and Requirements. The quantities of gas to be transported,
injected, withdrawn or stored by Operator shall be set forth in the applicable Service
Agreement.
(d) Successors and Assigns. Any company that succeeds by purchase, merger, or
consolidation to the assets of Operator or of Buyer substantially or in its entirety,
shall be entitled to the rights and shall be subject to the obligations of its
predecessor in title under the Service Agreement. Buyer, Operator, and their
successors, may assign or pledge the Service Agreement under the provisions of any
mortgage, deed of trust, indenture or similar instrument that it has executed or may
execute hereafter. Otherwise no party shall assign the Service Agreement or any of
its rights thereunder unless it first shall have obtained in writing the consent
thereto of the other party; provided however, that Buyer under Rate Schedules LTD-1,
FPS-1, FPS-2, FPS-3, and FTS may release and assign service rights contracted for
under such Service Agreement pursuant to Section 10 (Release and Assignment of Service
Rights) of this General Terms and Conditions.
(e) Waiver of default. No waiver by either party of any one or more defaults by the other
in the performance of any provisions of the Service Agreement shall operate or be
construed as a waiver of any future default or defaults, whether of a like or
different character.
(f) Choice of Law. Unless otherwise specifically stated in the Service Agreement,
interpretation of the provisions of all Service Agreements or other agreements entered
into between Buyer and Operator, including any provisions of this Tariff related to
such agreements and any disputes arising from such agreements, shall be governed by
the law of the State of Delaware.