Contract #: 820004
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
This Service Agreement, made and entered into this 2nd day of
November, 1995 by and between TEXAS EASTERN TRANSMISSION CORPORATION, a
Delaware Corporation (herein called "Pipeline") and NATIONAL FUEL GAS
DISTRIBUTION CORPORATION (herein called "Customer", whether one or more),
W I T N E S S E T H:
WHEREAS, Customer and Pipeline currently are parties to executed
service agreements under Pipeline's Rate Schedules FT-1, and CDS (Pipeline
Contract Nos. 800339, 800363 and 800340); and
WHEREAS, Customer and Pipeline have agreed to reform Customer's service
agreements by, inter alia, extending the term of certain of Customer's service
agreements; and
WHEREAS, Customer and Pipeline desire to enter into this Service
Agreement to supersede Customer's existing Rate Schedule CDS service agreement
(Pipeline Contract No. 800340);
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties do covenant and agree as
follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof, of Pipeline's
Rate Schedule CDS, and of the General Terms and Conditions, transportation
service hereunder will be firm. Subject to the terms, conditions and limitations
hereof and of Sections 2.3 and 2.4 of Pipeline's Rate Schedule CDS, Pipeline
shall deliver to there points on pipeline's system as specified in Article IV
herein or available to Customer pursuant to Section 14 of the General Terms and
Conditions (hereinafter referred to as Point(s) of Delivery), for Customer's
account, as requested for any day, natural gas quantities up to Customer's MDQ.
Customer's MDQ is as follows:
Maximum Daily Quantity (MDQ) 20,000 dth
Subject to variances as may be permitted by' Sections 2.4 of Rate
Schedule CDS or the General Terms and Conditions, Customer shall deliver to
Pipeline and Pipeline shall receive, for Customer's account, at those points on
Pipeline's system as specified in Article IV herein or available to Customer
pursuant to Section 14 of the General Terms and Conditions (hereinafter referred
to as Point(s) of Receipt) daily quantities of gas equal to the daily quantities
delivered to Customer pursuant to this Service Agreement up to Customer's MDQ,
plus Applicable Shrinkage as specified in the General Terms and Conditions.
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
Pipeline shall not be obligated to, but may at its discretion, receive
at any Point of Receipt on any day a quantity of gas in excess of the applicable
Maximum Daily Receipt Obligation (MDRO), plus Applicable Shrinkage, but shall
not receive in the aggregate at all Points of Receipt on any day a quantity of
gas in excess of the applicable MDQ, plus Applicable Shrinkage. Pipeline shall
not be obligated to, but may at its discretion, deliver at any Point of Delivery
on any day a quantity of gas in excess of the applicable Maximum Daily Delivery
Obligation (MDDO), but shall not deliver in the aggregate at all Points of
Delivery on any day a quantity of gas in excess of the MDQ.
In addition to the MDQ and subject to the terms, conditions and
limitations hereof, Rate Schedule CDS and the General Terms and Conditions,
Pipeline shall deliver within the Access Area under this and all other service
agreements under Rate Schedules CDS, FT-1, and/or SCT, quantities up to
Customer's Operational Segment Capacity Entitlements, excluding those
Operational Segment Capacity Entitlements scheduled to meet Customer's MDQ, for
Customer's account, as requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on the later of: (1)
November 1, 1995 or (ii) the date on which Customer has executed all of
Pipeline's Contract Nos. 830016, 830017 and 820004, and shall continue in force
and effect until October 31, 2005 and year to year thereafter unless this
Service Agreement is terminated as hereinafter provided. This Service Agreement
may be terminated by either Pipeline or Customer upon two (2) years prior
written notice to the other specifying a termination date of any year occurring
on or after the expiration of the primary term. subject to Section 22 of
Pipeline's General Terms and Conditions and without prejudice to such rights,
this Service Agreement may be terminated at any time by Pipeline in the event
Customer fails to pay part or all of the amount of any xxxx for service
hereunder and such failure continues for thirty (30) days after payment is due;
provided, Pipeline gives thirty (30) days prior written notice to Customer of
such termination and provided further such termination shall not be effective
if, prior to the date of termination, Customer either pays such outstanding xxxx
or furnishes a good and sufficient surety bond guaranteeing payment to Pipeline
of such outstanding xxxx.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED CONTRACT TERM OR
THE PROVISION OF A TERMINATION NOTICE BY CUSTOMER TRIGGERS PREGRANTED
ABANDONMENT UNDER SECTION 7 OF THE NATURAL GAS ACT AS OF THE EFFECTIVE DATE OF
THE TERMINATION. PROVISION OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS
2
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
CUSTOMER'S RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS AND
CONDITIONS ON THE EFFECTIVE DATE OF THE TERMINATION.
Any portions of this Service Agreement necessary to correct or cash-out
imbalances under this Service Agreement as required by the General Terms and
Conditions of Pipeline's FERC Gas Tariff, Volume No. 1, shall survive the other
parts of this Service Agreement until such time as such balancing has been
accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain subject to
the applicable provisions of Rate Schedule CDS and of the General Terms and
Conditions of Pipeline's FERC Gas Tariff on file with the Federal Energy
Regulatory Commission, all of which are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered hereunder and
for the availability of such service in the period stated, the applicable prices
established under Pipeline's Rate Schedule CDS as filed with the Federal Energy
Regulatory Commission, and as same may hereafter be legally amended or
superseded.
Customer agrees that Pipeline shall have the unilateral right to file
with the appropriate regulatory authority and make changes effective in (a) the
rates and charges applicable to service pursuant to Pipeline's Rate Schedule
CDS, (b) Pipeline's Rate Schedule CDS pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and Conditions applicable to
Rate Schedule CDS. Notwithstanding the foregoing, customer does not agree that
Pipeline shall have the unilateral right without the consent of Customer
subsequent to the execution of this Service Agreement and Pipeline shall not
have the right during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change the MDQ specified
in Article I, to change the term of the agreement as specified in Article II, to
change Point(s) of Receipt specified in Article IV, to change the Point(s) of
Delivery specified in Article IV, or to change the firm character of the service
hereunder. Pipeline agrees that Customer may protest or contest the
aforementioned filings, and Customer does not waive any rights it may have with
respect to such filings.
3
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The Point (s) of Receipt and Point (s) of Delivery at which Pipeline
shall receive and deliver gas, respectively, shall be specified in Exhibit(s) A
and B of the executed service agreement. Customer's Zone Boundary Entry Quantity
and Zone Boundary Exit Quantity for each of Pipeline's zones shall be specified
in Exhibit C of the executed service agreement.
Exhibit(s) A, B and C. are hereby incorporated as part of this Service
Agreement for all intents and purposes as if fully copied and set forth herein
at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account shall
conform to the quality specifications set forth in Section 5 of Pipeline's
General Terms and Conditions. Customer agrees that in the event Customer tenders
for service hereunder and Pipeline agrees to accept natural gas which does not
comply with Pipeline's quality specifications, as expressly provided for in
Section 5 of Pipeline's General Terms and Conditions, Customer shall pay all
costs associated with processing of such gas as necessary to comply with such
quality specifications. Customer shall execute or cause its supplier to execute,
if such supplier has retained processing rights to the gas delivered to
Customer, the appropriate-agreements prior to the commencement of service for
the transportation and processing of any liquefiable hydrocarbons and any PVR
quantities associated with the processing of gas received by Pipeline at the
Point(s) of Receipt under such Customer's service agreement. In addition,
subject to the execution of appropriate agreements, Pipeline is willing to
transport liquids associated with the gas produced and tendered for
transportation hereunder.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms
and Conditions of Pipeline's FERC Gas Tariff, any notice, request, demand,
statement, xxxx or payment provided for in this Service Agreement, or any notice
which any party may desire to give to the other, shall be in writing and shall
be considered as duly delivered when mailed by registered, certified, or regular
mail to the post office address of the parties hereto, as the case may be, as
follows:
4
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
(a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
(b) Customer: NATIONAL FUEL GAS DISTRIBUTION CORPORATION
00 XXXXXXXXX XXXXXX
XXXX 0000
XXXXXXX, XX 00000
or such other address as either party shall designate by formal written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or consolidation
to the properties, substantially as an entirety, of Customer, or of Pipeline, as
the case may be, shall be entitled to the rights and shall be subject to the
obligations of its predecessor in title under this Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement under the
provisions of any mortgage, deed of trust, indenture, bank credit agreement,
assignment, receivable sale, or similar instrument which it has executed or may
execute hereafter; otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first shall have
obtained the consent thereto in writing of the other; provided further, however,
that neither Customer nor Pipeline shall be released from its obligations
hereunder without the consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms and Conditions.
To the extent Customer so desires, when it releases capacity pursuant to Section
3.14 of the General Terms and Conditions, Customer may require privity between
Customer and the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement shall be
in accordance with the laws of the State of Texas without recourse to the law
governing conflict of laws.
This Service Agreement and the obligations of the parties are subject
to all present and future valid laws with respect to the subject matter, State
and Federal, and to all valid present and future orders, rules, and regulations
of duly constituted authorities having jurisdiction.
5
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the effective date
of this Service Agreement, the contracts) between the parties hereto as
described below:
Service Agreement(s) dated, August 1, 1993 between Pipeline and
Customer under Pipeline's Rate Schedule CDS (Pipeline's Contract No.
800340).
6
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
IN WITNESS WHEREOF, the parties hereto have caused this Service
Agreement to be signed by their respective Presidents, Vice Presidents or other
duly authorized agents and their respective corporate seals to be hereto affixed
and attested by their respective Secretaries or Assistant Secretaries, the day
and year first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By /s/ Xxxxxx X. Xxxxx
--------------------------------------
Vice President
ATTEST:
/s/ Xxxxxx X. Xxxx
---------------------------------------
XXXXXX X. XXXX
CORPORATE SECRETARY
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
By /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxxx
President
ATTEST:
/s/ Xxxxx X. Xxxxx
---------------------------------------
Xxxxx X. Xxxxx
Secretary
7
Contract #:820004
EXHIBIT A, TRANSPORTATION PATHS
FOR BILLING PURPOSES, DATED NOVEMBER 2, 1995
TO THE SERVICE AGREEMENT UNDER RATE, SCHEDULE CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
NATIONAL FUEL GAS DISTRIBUTION CORPORATION ("Customer"),
DATED August 1, 1993:
(1) Customer's firm Point(s) of Receipt:
Maximum Daily
Receipt
Oligation (plus
Point of Applicable Measurement
Receipt Description Shrinkage) (dth) Responsibilities Owner Operator
------- ----------- ----------------- ---------------- ----- --------
72655 TOMCAT - XXXXXXX CO., TX XXXXXXX 4,107 TRANSCO TRANSCO TRANSCO
CO., TX
(2) Customer shall have Pipeline's Master Receipt Point List ("MRPL").
Customer hereby agrees that Pipeline's MRPL as revised and published by
Pipeline from time to time is incorporated herein by reference.
Customer hereby agrees to comply with the Receipt Pressure Obligation as set
forth in Section 6 of Pipeline's General Terms and Conditions at such Point (s)
of Receipt.
Transportation
Transportation Path Path Quantity (Dth/D)
------------------- ---------------------
Ml to M2 20,000
SIGNED FOR IDENTIFICATION
PIPELINE: /s/ Xxxxxx X. Xxxxx
------------------------------------------------
CUSTOMER: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------------------
SUPERSEDES EXHIBIT A DATED: 8/1/93
------------------------------
A-1
Contract #:820004
EXHIBIT B, POINT (S) OF DELIVERY, DATED NOVEMBER 2, 1995
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
NATIONAL FUEL GAS DISTRIBUTION CORPORATION ("Customer"),
DATED August 1, 1993:
Maximum
Daily Delivery
Point of Delivery Pressure Measurement
Delivery Description Oligation Obligation Responsibilities Owner Operator
-------- ----------- ---------- ---------- ---------------- ----- --------
(dth)
1. 70015 NATIONAL FUEL - BRISTORIA, 20,000 AS PROVIDED TX EAST XXXX TX EAST NATL FUL SUP
PA XXXXXX CO. , PA IN SECTION 6 XXXX
OF THE
GENERAL
TERMS AND
CONDITIONS
OF
PIPELINE'S
FERC GAS
TARIFF
SIGNED FOR IDENTIFICATION
PIPELINE: /s/ Xxxxxx X. Xxxxx
--------------------------------------------------
CUSTOMER: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------------------
SUPERSEDES EXHIBIT B DATED 8/1/93
---------------------------------
B-1
Contract#:820004
EXHIBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY EXIT QUANTITY,
DATED NOVEMBER 2, 1995 TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION (-'PIPELINE") AND
NATIONAL FUEL GAS DISTRIBUTION CORPORATION ("CUSTOMER"), DATED August 1, 1993:
ZONE BOUNDARY ENTRY QUANTITY
Dth/D
To
============================================================================================================
FROM STX ETX WLA ELA Ml-24 Ml-30 M1-TXG M1-TGC X0-00 X0-00 X0-XXX X0-XXX X0 X0
============================================================================================================
============================================================================================================
STX 606
============================================================================================================
ETX 1960 917
============================================================================================================
WLA 279 606
============================================================================================================
ELA 15893
============================================================================================================
Ml-24 1960
============================================================================================================
Ml-30 15893
============================================================================================================
M1-TXG 1196
============================================================================================================
M1-TGC 1212
============================================================================================================
M2-24
============================================================================================================
M2-30
============================================================================================================
M2-TXC
============================================================================================================
M2-TGC
============================================================================================================
M2
============================================================================================================
M3
============================================================================================================
C-1
Contract #:820004
EXHIBIT C (Continued)
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
ZONE BOUNDARY EXIT QUANTITY
Dth/D
To
============================================================================================================
FROM STK ETX WLA ELA M1-24 Ml-30 M1-TXG M1-TGC X0-00 X0-00 X0-XXX X0-XXX X0 X0
============================================================================================================
============================================================================================================
STX
============================================================================================================
ETX
============================================================================================================
WLA
============================================================================================================
ELA
============================================================================================================
Ml-24 1960
============================================================================================================
Ml-30 15893
============================================================================================================
M1-TXG 1196
============================================================================================================
M1-TGC 1212
============================================================================================================
M2-24
============================================================================================================
M2-30
============================================================================================================
M2-TXG
============================================================================================================
M2-TGC
============================================================================================================
M2
============================================================================================================
M3
============================================================================================================
SIGNED FOR IDENTIFICATION:
PIPELINE: /s/ Xxxxxx X. Xxxxx
------------------------------------------------------
CUSTOMER: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------------------
SUPERCEDES EXHIBIT C DATED 8/1/93
-------------------------------------
C-2
