RATE SCHEDULE EFT ENHACED FIRM TRASPORTATION SERVICE FORM OF SERVICE AGREEMENT CONTRACT NO. 20061
Exhibit 10.22
RATE SCHEDULE EFT
ENHACED FIRM TRASPORTATION SERVICE
FORM OF SERVICE AGREEMENT
CONTRACT NO. 20061
THIS AGREEMENT is made effective as of the 1st May 2008, by and between:
TRUNKLINE GAS COMPANY, LLC, (hereinafter called “Trunkline”), a Delaware Limited Liability Company
and
ETHANOL
GRAIN PROCESSORS, LLC
(hereinafter called “Shipper”)
Shipper represents and warrants that Shipper conforms to the requirements 0f 18 C. F. R.
Section 284.102 (284B - Intrastate Pipelines or Local Distribution Companies)
Section 284.221 (284G - Interstate Pipelines and Others) x
In consideration of the mutual covenants and agreements as herein set forth, both Trunkline and Shipper covenant and agree as follows:
ARTICLE 1 - SERVICE
Trunkline agrees to receive at the Points of Receipt and deliver at the Points of Delivery, on a firm basis, Quantities of Natural Gas up to the daily Quantity (Dt), which shall constitute the Maximum Daily Quantity, stated on Exhibit A.
The Maximum Daily Quantity is stated in delivered Quantities, for which received Quantities must be adjusted for fuel usage and lost or unaccounted for Gas as set out in the then-effective, applicable rates and charges under Trunkline’s Rate Schedule EFT.
Exhibit A hereto states the Points of Receipt and Points of Delivery. Exhibit A may be revised from time to time by written agreement between Trunkline and Shipper and, as may be revised, is by this reference incorporated in its entirety into this Agreement and made an integral part hereof. Shipper’s Maximum Daily Quantity shall be assigned among the primary Points of Receipt set out on Exhibit A, as well as among the primary Points of Delivery set out on Exhibit A. Such assignment may be changed, subject to the availability of capacity, in accordance wi th the General Terms and Conditions.
ARTICLE 2 - TERM
Trunkline shall provide firm Transportation service for Shipper pursuant to this Agreement for the term stated on Exhibit A.
ARTICLE 3 - RATES AND CHARGES
For the Services provided or contracted for hereunder, Shipper agrees to pay Trunkline the then-effective, applicable rates and charges under Trunkline’s Rate Schedule EFT filed with the Commission, as such rates and charges and Rate Schedule EFT may hereafter be modified, supplemented, superseded, or replaced generally or as to the service hereunder. Trunkline reserves the right from time to time to unilaterally file and to make effective any such changes in the terms or rate levels under Rate Schedule EFT and the applicability thereof, the General Terms and Conditions or any other provisions of Trunkline’s Tariff, subject to the applicable provisions of the Natural Gas Act and the Commission’s Regulations thereunder.
From time to time Shipper and Trunkline may agree in writing on a level of discount of the otherwise applicable rates and charges hereunder pursuant to the effective applicable provisions of Rate Schedule EFT and subject to the Regulations and Orders of the Commission. For example, Shipper and Trunkline may agree that a specified discounted rate shall apply: (a) only to certain Quantities under this Agreement; (b) only if specified Quantity levels are actually achieved or only with respect to Quantities below a specified level; (c) only during specified time periods; (d) only to specified Points of Receipt, Points of Delivery, mainline segments, transportation paths or
defined geographical areas; (e) in a specified relationship to the Quantities actually transported (i. e., that the rates shall be adjusted in a specified relationship to Quantities actually transported); or (f) based on published index prices for specific receipt or delivery points or other agreed upon pricing reference points for price determination (Such discounted rate may be based on the published index price point differential or arrived at by formula. Any Service Agreement containing an index based discount will identify what rate component is discounted. To the extent the firm reservation charge is discounted, the index price differential rate formula shall be calculated to state a rate per unit of Maximum Daily Quantity.); provided, however, that any such discounted rate set forth above shall be between the Maximum Rate and Minimum Rate applicable to the service provided under this Agreement. In addition, the discount agreement may include a provision that if one rate component which was at or below the applicable Maximum Rate at the time the discount agreement was executed subsequently exceeds the applicable Maximum Rate due to a change in Trunkline’s Maximum Rates so that such rate component must be adjusted downward to equal the new applicable Maximum Rate, then other rate components may be adjusted upward to achieve the agreed overall rate, so long as none of the resulting rate components exceed the Maximum Rate applicable to that rate component. Such changes to rate components shall be applied prospectively, commencing with the date a Commission order accepts revised tariff sheets. However, nothing contained herein shall be construed to alter a refund obligation under applicable law for any period during which rates which had been charged under a discount agreement exceeded rates which ul timately are found to be just and reasonable. Any discount shall be effective only on a prospective basis and as specified in the written agreement between Trunkline and Shipper.
From time to time Shipper and Trunkline may agree to a Negotiated Rate for a specified term for service hereunder. Provisions governing such Negotiated Rate and term shall be set forth on Exhibit C to this Service Agreement.
ARTICLE 4 - FUEL REIMBURSEMENT
In addition to collection of the rates and charges provided for in Article 3, Trunkline shall retain, as Fuel Reimvursement, the percentage of the Quantities received from Shipper hereunder, as provided pursuant to Rate Schedule EFT.
ARTICLE 5 - GENERAL TERMS AND CONDITIONS
This Agreement and all terms for service hereunder are subject to the further provisions of Rate Schedule EFT and the General Terms and Conditions of Trunkline’s Tariff, as such may be modified, supplemented, superseded or replaced generally or as to the service hereunder.
Trunkline reserves the right from time to time to unilaterally file and to make effective any such changes in the provisions of Rate Schedule EFT and the General Terms and Conditions, subj ect to the applicable provisions of the Natural Gas Act and the Commission’s Regulations thereunder. Such Rate Schedule and General Terms and Conditions, as may be changed from time to time, are by this reference incorporated in their entirety into this Agreement and made an integral part hereof.
ARTICLE 6 - CANCELLATION OF PREVIOUS CONTRACTS
This Agreement supersedes, cancels, and terminates, as of the date (s) stated below, the following Agreement (s) (if any) with respect to the Transportation of Natural Gas between Trunkline and Shipper:
ARTICLE 7 - NOTICES
The Post Office addresses of both Trunkline and Shipper are as follows:
TRUNKLlNE
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Payment: |
Trunkline Gas Company, LLC |
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Nomination and Scheduling: |
Trunkline Gas Company, LLC |
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BUSINESS DAY, OR SATURDAY AND |
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Phone: |
(000) 000-0000 |
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Fax: |
(000) 000-0000 |
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ALL OTHER HOURS |
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Pipeline Emergencies: |
Trunkline Gas Company, LLC |
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(Not to be used for |
Attn: Gas Control |
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any other purpose) |
P. O. Xxx 0000 |
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Xxxxxxx, Xxxxx |
00000-0000 |
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Phone: |
(000) 000-0000 |
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Toll Free: |
1-800-225-3913 |
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Texas only: |
0-000-000-0000 |
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Al1 Other: |
Trunkline Gas Company, LLC |
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Xxxxxxx, Xxxxx |
00000-0000 |
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Phone: |
(000) 000-0000 |
or |
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0-000-000-0000 |
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Fax: |
(000) 000-0000 |
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SHIPPER
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Billing: |
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c/o U.S. Energy Services, Inc. |
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Street: |
0000 Xxxxxxxx Xxxx XXX 000 Xxxxxxx, XX 00000-0000 |
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Mailing: |
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Attn: |
Accounts Payable |
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Phone: |
(000) 000-0000 |
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c/o u.s. Energy Services, Inc. |
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Street: |
0000 Xxxxxxxx Xxxx XXX 000 Xxxxxxx, XX 00000-0000 |
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Mailing: |
(10)00 Xxxxxxxx Xxxx XXX 000 Xxxxxxx, XX 00000-0000 |
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Attn: |
Xxxx Xxxxxxxx |
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Phone: |
(000) 000-0000 |
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Nomination and Scheduling: (1) |
U.S. Energy Services, Inc. |
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Street: |
0000 Xxxxxxxx Xxxx XXX 000 Xxxxxxx, XX 00000-0000 |
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Mailing: |
0000 Xxxxxxxx Xxxx XXX 000 Xxxxxxx, XX 00000-0000 |
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Attn: |
Xxxx Xxxxxxxx |
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Phone: |
(000) 000-0000 |
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All Other: |
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c/o U.S. Energy Services, Inc. |
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Street: |
0000 Xxxxxxxx Xxxx XXX 000 Xxxxxxx, XX 00000-0000 |
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Mailing: |
0000 Xxxxxxxx Xxxx XXX 000 Xxxxxxx, XX 00000-0000 |
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Attn: |
Xxxx Xxxxxxxx |
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Phone: |
(000) 000-0000 |
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(1) Please provide street address in addition to mailing address.
CONTRACT NO. 20061
IN WITNESS WHEREOF, both Trunkline and Shipper have caused this Agreement to be executed in several counterparts by their respective officers or other persons duly authorized to do so.
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SHIPPER: ETHANOL GRAIN PROCESSORS, LLC |
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By: |
/s/ Xxxxx X. Xxxxxxxxx |
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XXXXX X. XXXXXXXXX |
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(Please type or print name) |
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Title: |
CHIEF EXECUTIVE OFFICER |
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EXECUTED |
AUGUST 24, 2006 |
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TRUNKLINE GAS COMPANY, LLC |
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By: |
/s/ Xxxx X. Xxxxx |
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XXXX X. XXXXX |
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(Please type or print name) |
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Ti tle: |
MANAGER |
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EXECUTED |
8-31-08 |
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RATE SCHEDULE EFT (Continued)
ENHACED FIRM TRANSPORTATION SERVICE
FORM OF SERVICE AGREEMENT
EXHIBIT A
Transportation Agreement
For
Enhanced Firm Service
Under Rate Schedule EFT
Between
TRUNKLINE GAS
COMPANY, LLC
and ETHANOL GRAIN PROCESSORS, LLC
Contract No. 20061
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Effective Date: |
May 1, 2008 |
Supersedes Exhibit A dated:
Maximum Daily Quantity for each specified period of the Agreement:
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Effective from 05/01/2008 through 03/31/2018: |
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9,400 Dt. |
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RATE SCHEDULE EFT (Continued)
ENHANCED FIRM TRANSPORTATION SERVICE
FORM OF SERVICE AGREEMENT
EXHIBIT A
Transportation
Agreement
For
Enhanced Firm Service
Under Rate Schedule EFT
Between
TRUNKLINE GAS COMPANY, LLC
and ETHANOL GRAIN PROCESSORS, LLC
Contract No. 20061
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TRUNKLINE GAS COMPANY LLC |
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BY: |
/s/ Xxxx X. Xxxxx |
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Xxxx X. Xxxxx |
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(Please type or print name) |
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Title: |
MANAGER |
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Executed: |
9-6-06 |
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SHIPPER: ETHANOL GRAIN PROCESSORS, LLC |
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BY: |
/s/ Xxxxx X. Xxxxxxxxx |
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XXXXX X. XXXXXXXXX |
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(Please type or print name) |
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Title: |
CHIEF EXECUTIVE OFFICER |
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Executed: |
AUGUST 24, 2006 |
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July 14, 2006
Xxxxx X. Xxxxxxxxx
Ethanol Grain Processors, LLC
000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxxx, XX 00000
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Re: |
Discounted Rate for Enhanced Firm Transportation |
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Trunkline Gas Company, LLC |
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Rate Schedule EFT |
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Agreement No. 20061 |
Dear Xx. Xxxxxxxxx:
Trunkline Gas Company, LLC (“Pipeline”) and Ethanol Grain Processors, LLC (“Shipper”) (sometimes referred to herein individually as a “Party” and jointly as the “Parties”) agree that rate(s) payable by Shipper under Pipeline’s firm transportation service agreement referenced above (“Service Agreement”) and described in this Letter Agreement shall be discounted as set forth below.
1. Pipeline is providing Shipper a transportation rate discount pursuant to the provisions of Article 3 of the Service Agreement. This Letter Agreement and the Service Agreement constitute the entire agreement of the Parties and supersede all prior understandings and agreements, oral or written, related to the firm transportation capacity provided pursuant to such Service Agreement No. 20061.
2. Subject to the provisions of this Letter Agreement, the term of the discount shall begin on May 1, 2008 and end on March 31, 2018 (“Discount Period”). After the Discount Period, Shipper shall pay Pipeline the maximum rates for the service as set forth in the Pipeline’s FERC Gas Tariff from time to time.
3. During the Discount Period, Shipper shall pay Pipeline a discounted reservation rate component for the service and entitlement described in the Service Agreement and in this Letter Agreement. Shipper shall pay Pipeline the minimum usage rate(s) in effect from time to time for service under Rate Schedule EFT. The reservation rate shall be discounted so that the 100 percent load factor rate during the entire Discount Period shall be equal to 20.00 cents per Dekathenn (“DC’). For purposes of this Letter Agreement, the 100 percent load factor rate is the average rate per Dt that Shipper would pay if it were to take its full contract entitlement on each day that it is entitled to do so in any annual period. The 100% load factor rate and the rate components described in this Paragraph shall sometimes be referred to in this Letter Agreement as (the) “Discounted Rate(s).”
4. Shipper shall be responsible for paying Pipeline the charges for the following items in accordance with Pipeline’s FERC Gas Tariff and, if appropriate, Paragraph 6, below.
Rates or surcharges included in Discounted Rate(s): Reservation Charge, Usage Charge, and ACA.
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0000 Xxxxxxxxxx Xx |
Xxxxxxx, Xxxxx 00000-0000 |
(000) 000-0000 |
Rates or surcharges, in addition to the above Discounted Rate(s), shall also be the responsibility of the Shipper in accordance with Pipeline’s tariff: Fuel Reimbursement, gathering, penalty charges, overrun charges, scheduling charges, cash-out charges, and charges for receipts and deliveries other than at discounted points specified below.
5. The Discounted Rate(s) shall apply only to the service and entitiement provided under the Service Agreement and described below:
EFT Aereement 20061
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Discounted |
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Avg Monthlv |
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Primary Receipt |
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Primary Delivery |
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Quantity |
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Reservation |
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Effective Period |
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Points |
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Points |
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(Dt/day) |
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Rate ($/Dt) |
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May 1, 2008 - |
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Xxxx Xxxxxxxxx (ELA) |
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Proposed EGP Meter Station in Zone IB |
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9,400 |
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$ |
5.6332 |
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Total Quantity for EFT Agreement 20061 is 9,400
Dt/day.
Overall Rate under EFT Agreement 2006 i is 20.00 cents per Dekatherm (“Dt”).
6. If from time to time during the Discount Period the Discounted Rate(s) are lower than the then effective applicable minimum rate set forth in Trunkline’s tariff, then the Discounted Rate(s) will be increased to equal the respective minimum tarff rate. If from time to time the Discounted Rate(s) exceed the applicable maximum tariff, Shipper and Trunkline hereby agree Shipper shall pay the Discounted Rate(s) as a Negotiated Rate pursuant to Section 3.10 of Rate Schedule EFT. TrunkJine reserves the right to adjust the rates charged Shipper between reservation and commodity components so long as it does not exceed the Discounted Rate(s) on a 100% load factor basis.
7. If at any time during the Discount Period, Pipeline collects rates subject to refund, Pipeline’s maximum refund obligation as to the Discounted Rate(s) shall be the excess, if any, of the Discounted Rate(s) over and above 100 percent of the maximum tariff rates for the service, as finally approved. For that portion of the Discount Period that refunds are payable, Pipeline shall offset any under-collections against over-collections under the Service Agreement to determine the net refund amount due Shipper.
8. This Letter Agreement shall terminate with respect to any capacity that Shipper permanently releases under the Service Agreement. This Letter Agreement shall continue to define Shipper’s rate obligation to Pipeline if Shipper temporarly releases capacity under the Service Agreement.
9. This Letter Agreement shall be binding upon and inure to the benefit of any successor to either Party by merger, consolidation or acquisition; otherwise, neither Party shall assign this Letter Agreement or any of its rights or obligations hereunder unless it shall first have obtained the
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written consent of the other Party. Such consent shall not be unreasonably withheld. No consent shall be required for the pledging or mortgaging by either Pary of its rights hereunder as security for its indebtedness.
10. The parties and their respective employees, agents and attorneys shall not disclose or communicate the substance or terms of this Letter Agreement to any other person unless (a) required by law, regulation or order of government authority, including such disclosure of the terms hereof as may be required in proceedings before the Federal Energy Regulatory Commission or other regulatory agency having jurisdiction, or (b) the Party wishing to make the disclosure first obtains the express written consent of the other Party or (c) the Party makng the disclosure enters into a protective agreement with such other person or persons to provide that the substance and terms of this Letter Agreement remain confidential.
If you are in agreement with the foregoing, please have a duly authorized representative sign both originals of this Letter Agreement in the appropriate space provided below, and return one executed original to the letterhead address.
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Sincerely, |
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TRUNKLlNE GAS COMPANY. LLC |
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/s/ Xxxx X. Xxxxx 7/24/06 |
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[Representative] |
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TRUNKLINE GAS COMPANY, LLC . |
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BY: |
/s/ MJM 8/28/06 |
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[Name] |
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Agent and Attorney-In-Fact |
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[Title] |
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Accepted and Agreed to this |
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24TH day of August, 2006: |
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ETHANOL GRAIN PROCESSORS, LLC |
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BY: |
/s/ Xxxxx X. Xxxxxxxxx |
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[Name] |
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CHIEF EXECUTIVE OFFICER |
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[Title] |
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