Firm Throughput Service Agreement Rate Schedule TFX
EXHIBIT 10.7 – Firm Throughput Service Agreement
Firm Throughput Service Agreement
Rate Schedule TFX
Date: 09/11/2006
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Shipper’s Name and Address
for Notices: |
Shipper’s Name and Address
for Invoice: |
CONTRACT NO.: 112744
Term: From 08/01/2007 to 07/31/2022
Rates shall be Northern’s maximum rates and charges plus all applicable surcharges in effect from time to time under the applicable Rate Schedule on file with the Commission unless otherwise agreed to by the parties in writing.
This transportation shall be provided pursuant to Subpart G of Part 284 of the Federal Energy Regulatory Commission’s regulations.
The contract maximum daily quantities and primary receipt and delivery points are set forth on Appendix A, and if necessary, Appendix B.
If made available by Shipper, Northern agrees to receive and deliver thermally equivalent volumes of natural gas as set forth in this Agreement.
The parties agree that a facsimile or other electronic version of this document, when properly executed and transmitted, shall be considered for all purposes to be an original document, and shall be deemed for all purposes to be signed and constitute a binding agreement. The entire agreement must be faxed or transmitted to Northern. Upon Northern’s acceptance and execution, an executed copy will be returned via FAX to the number appearing on the faxed offer or such other number as directed or otherwise electronically transmitted.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and shall be binding upon and shall inure to the benefit of the parties hereto and the respective successors and assigns. No promises, agreements or warranties additional to this Agreement other than as may be contained in Northern’s tariff will be deemed to be a part of this Agreement nor will any alteration, amendment or modification be effective unless confirmed in writing by the parties.
Any notice, statement, or xxxx provided for in this Agreement shall be in writing and shall be considered as having been given if delivered personally, or if mailed by United States mail, postage prepaid, or if sent by express mail, overnight delivery, telex, telecopy or other mutually agreeable means of electronic transmission, to Shipper when sent to the address set forth on this Agreement and to Northern when sent to the following:
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All Notices/Accounting
Matters: |
Payments to Designated
Depository: |
1
This Agreement shall incorporate and in all respects shall be subject to the “GENERAL TERMS AND CONDITIONS” and the applicable Rate Schedule(s) set forth in Northern’s FERC Gas Tariff, as may be revised from time to time. Northern may file and seek Commission approval under Section 4 of the Natural Gas Act (NGA) at any time and from time to time to change any rates, charges or other provisions set forth in the applicable Rate Schedule(s) and the “GENERAL TERMS AND CONDITIONS” in Northern’s FERC Gas Tariff, and Northern shall have the right to place such changes in effect in accordance with the NGA, and this Throughput Service Agreement shall be deemed to include such changes and any changes which become effective by operation of law and Commission Order, without prejudice to Shipper’s right to protest the same.
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NORTHERN NATURAL GAS COMPANY |
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By: |
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By: |
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Title: |
Vice President |
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Title: |
President |
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Date: |
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Date: |
10/9/06 |
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2
Northern Natural Gas Company
Amendment to TFX Throughput Service Agreement
Date: 09/11/2006
Shipper’s Name: EAST FORK BIODIESEL, LLC
Contract No.: 112744 (Agreement)
The above-referenced Agreement is amended for the period 08/01/2007 through 07/31/2022 as follows:
1. This Agreement is subject to the completion of the facilities necessary for Northern to provide the service.
2. The rate provisions shall be amended as follows:
a. For the contract MDQ, Shipper shall pay a total monthly reservation charge equal to $0.5080/Dth multiplied by the contract MDQ multiplied by 30.4. In addition, Shipper shall pay a commodity rate equal to the maximum rate provided in Northern’s FERC Gas Tariff as amended from time to time. These rates include the applicable Annual Charge Adjustment and electric compression charges.
b. In addition to the above rate(s), Shipper shall pay any applicable fuel use and unaccounted for.
c. The rate stated herein is applicable to the receipt and (or) delivery points listed below. Shipper agrees that if any other receipt or delivery points (POI) are used either on a primary or alternate basis, the higher of the maximum annual average rates or the $0.5080/DTH/day rate will apply for the entire contract during the month that any points not listed below are used.
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Primary Points |
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Receipt |
Delivery |
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000 XXXX/XXX XXXXXXX |
00000 XXXX XXXX BIODIESEL |
Alternate Points
All Market Area MID 16 B - 17 receipt points effective only for the term set forth in this Amendment
3. In addition to the above rates, Shipper shall pay (i) the FERC approved Carlton surcharge and (ii) all FERC approved surcharges that are made effective after the effective date of this Amendment and applicable to the service provided hereunder.
4. Other Provisions Permitted By Tariff Under the Applicable Rate Schedule and pursuant to Section 58 of the GENERAL TERMS AND CONDITIONS of Northern’s FERC Gas Tariff:
a. Shipper agrees to limit hourly takes of natural gas to 5% (1/20 of the MDQ). of the entitlement at the primary delivery point and any alternate delivery points (including capacity release) during the term of the Agreement.
b. The entitlement is subject to the Right of First Refusal described in Section 52 of the GENERAL TERMS AND CONDITIONS of Northern’s FERC Gas Tariff.
5. The parties agree that a facsimile or other electronic version of this document, when properly executed and transmitted, shall be considered for all purposes to be an original document, and shall be deemed for all purposes to be signed and constitute a binding agreement. The entire agreement must be faxed or transmitted to Northern. Upon Northern’s acceptance and execution, an executed copy will be returned via FAX to the number appearing on the faxed offer or such other number as directed or otherwise electronically transmitted.
6. This Agreement, as amended, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and shall be binding upon and shall inure to the benefit of the parties hereto and the respective successors and assigns. No promises, agreements or warranties additional to this Agreement other than as may be contained in Northern’s tariff will be deemed to be a part of this Agreement nor will any alteration, amendment or modification be effective unless confirmed in writing by the parties.
The effective date of this Amendment is 08/01/2007.
Except as amended herein, all provisions of the Agreement are hereby confirmed by the parties to be and remain in full force and effect.
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NORTHERN NATURAL GAS COMPANY |
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By: |
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By: |
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Title: |
Vice President |
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Title: |
President |
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Date: |
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Date: |
10/9/06 |
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page l
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Appendix A |
CR# 112744 |
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Firm Throughput Service Agreement, TFX Rate Schedule |
RQST# 64233 |
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Amd# 0 |
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Dated: 08/01/2007 - 07/31/2022 |
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Shipper: EAST FORK BIODIESEL, LLC |
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Contract Volumes: |
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MARKET |
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984 |
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January To December |
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Maximum Daily Quantities |
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Volume Type |
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From |
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Volume |
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TFX |
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January To December |
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984 |
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page 2
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Appendix A |
CR# 112744 |
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Firm Throughput Service Agreement, TFX Rate Schedule |
RQST# 64233 |
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Amd# 0 |
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Dated: 08/01/2007 - 07/31/2022 |
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Shipper: EAST FORK BIODIESEL, LLC |
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Part 1. Receipt and Delivery Point Descriptions and Volumes |
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RP/DP |
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POI# (MIDS) |
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Point Description |
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Jan |
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Feb |
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Mar |
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Apr |
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May |
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Jun |
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Jul |
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Aug |
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Sep |
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Oct |
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Nov |
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Dec |
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192 (MID 17) |
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NBPL/NNG VENTURA |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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Market Receipts |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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D |
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78858 (MID 17) |
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EAST FORK BIODIESEL |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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Market Deliveries |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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984 |
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PROPOSED SERVICE FOR
EAST FORK BIODIESEL LLC – BIODIESEL PRODUCTION PLANT
The following is a general outline of Northern Natural Gas Company’s (Northern) offer to provide gas transportation services for the proposed biodiesel production plant to be built by East Fork Biodiesel LLC (East Fork).
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Term |
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15 years, commencing August 1, 2007 |
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Maximum Daily Quantity (MDQ) |
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984 Dth/day (Hourly volumes limited to 1/20 of MDQ) |
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Receipt Point |
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NBPL/NNG Ventura (POI 192) |
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Delivery Point |
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Newly constructed Town Border Station (TBS) |
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Firm TFX Transportation Demand Charges |
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Offer 1A: Fixed annual negotiated rate including
surcharges: |
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Firm Transportation Commodity Charges |
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Per Tariff, including surcharges, currently: |
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Interruptible Overrun Transportation Charges |
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Per Tariff, including surcharges, currently: |
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Fuel and UAF |
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Per Tariff, currently 1.37% during summer, 1.54% during winter |
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Flow Tolerance |
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5% based on daily scheduled volumes, prior to implementation of Daily Delivery Variance Charges (DDVCs). |
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Imbalances |
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Tariff provisions provide for the monthly resolution of imbalance gas, a cash process using market-based prices. |
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Northern Facilities |
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Offer 1A and 2A: Northern to build, own and operate
the pipeline tap, and measurement/regulation station (TBS). |
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Offer 1B and 2B: Northern to build, own and operate
the pipeline tap, measurement/regulation station (TBS), and 1.7miles of 4°
diameter pipeline lateral. |
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In-Service:
8/1/2007 Requires
Contract By: 9/30/06 |
Tariff rates are effective November 1, 2006 and are per Northern’s FERC Gas Tariff as revised from time to time.
The above terms are subject to finalization of East Fork service parameters, capacity availability, Northern management approval, the timely finalization of a definitive contract between the respective parties, the satisfaction of creditworthiness or security requirements, and any necessary FERC approvals.
This proposal and related discussions are confidential and are to be used only for the purpose of negotiating a definitive agreement between East Fork and Northern.
This proposal is valid until July 31, 2006.
