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contained in the Service Agreement to be superseded or canceled.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.