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EXHIBIT 10.31
SERVICE AGREEMENT
THIS AGREEMENT entered into this first day of November, 1995, by and
between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware corporation,
hereinafter referred to as "Seller," first party, and PIEDMONT NATURAL GAS
COMPANY, INC., hereinafter referred to as "Buyer," second party,
WITNESSETH
WHEREAS, pursuant to Order Nos. 636, issued by the Federal Energy
Regulatory Commission (Commission) and Seller's procedures set forth on page 7
of Seller's August 4, 1993 Order No.636 Compliance Filing in Docket No. RS92-86,
Buyer has notified Seller of its desire to unbundle its bundled firm
transportation service under Seller's Rate Schedule FT-NT and convert such
service from Part 157 of the Commission's regulations to service with Seller and
the upstream pipeline(s) under Part 284(G) of the Commission's regulations; and
WHEREAS, Buyer has designated that Seller's Part 284(G) service will
be rendered under Seller's Rate Schedule FT; and
WHEREAS, Seller has prepared this agreement for service for Buyer under
Rate Schedule FT, and this agreement will supersede and terminate the existing
service agreement between Seller and Buyer under Rate Schedule FT-NT (Transco
system contract number .6212); and
WHEREAS, this agreement shall not be effective until Seller's service
agreement(s) with the upstream transporter(s) has (have) been amended to reflect
Seller's reduced transportation service entitlement.
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 the dekatherm equivalent of a Transportation Contract Quantity ("TCQ") of
12,785 Mcf 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)
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SERVICE AGREEMENT (CONTINUED)
of receipt shall be correspondingly increased or decreased upon written
notification of Seller 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 and at a pressure(s)
of
See Exhibit B, attached hereto, for points of delivery and pressures.
ARTICLE IV
TERM OF AGREEMENT
This agreement shall be effective as of November 1, 1995 and shall
remain in force and effect until 8:00 a.m. Eastern Standard Time November 1,
2006, and thereafter until terminated by Seller or Buyer upon at least twelve
(12) months prior 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 judgement 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 et. al., (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 Seller 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.
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 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.
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SERVICE AGREEMENT (CONTINUED)
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:
Rate Schedule FT-NT Service Agreement between Seller and
Buyer, dated July 20, 1992 (Transco system contract number
.6212).
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
X.X. Xxx 0000
Xxxxxxx, Xxxxx, 00000
Attn: Customer Services
(b) If to Buyer:
Piedmont Natural Gas Company, Inc.
X.X. Xxx 00000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Senior Vice President, Gas Supply
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 CORPORATlON
(Seller)
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Vice President - Customer Service X. Xxxxxxx
PIEDMONT NATURAL GAS COMPANY, INC.
(Buyer)
By: /s/ Xxxxxx X. Xxxxxx
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Title: Sr. Vice President, Gas Supply
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EXHIBIT A
Buyer's Capacity
Point(s) of Receipt Entitlement (Mcf/d) 1/
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The point of interconnection between the 12,785
facilities of Seller and CNG Transmission Corporation
at Xxxxx in Xxxxxxx County, Pennsylvania.
1/ These quantities do not include the additional quantities of gas
retained by Seller for applicable compressor fuel and line loss make-up
provided for in Article V,2 of this Service Agreement, which are
subject to change as provided for in Article V,2 hereof. Deliveries of
gas for transportation hereunder at the Point(s) of Receipt shall be
made at any pressures that Seller may require, but in no event greater
than 1,200 psig.
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EXHIBIT B
Point(s) of Delivery Pressure(s)
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The point of interconnection between Seller's Prevailing pressures in Seller's pipeline
Xxxxx Line and its main line in Xxxxxx County, New Jersey. system.
