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EXHIBIT 10.41
SERVICE AGREEMENT
THIS AGREEMENT entered into this 24th day of January, 1997, by and
between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware corporation,
hereinafter referred to as "Seller," first party, and PIEDMONT NATURAL GAS
COMPANY, hereinafter referred to as "Buyer," second party,
WITNESSETH
WHEREAS, by order issued December 2, 1996 in Docket No. CP96-16, the
Federal Regulatory Commission has authorized Seller's Sunbelt Expansion Project
(referred to as "SUNBELT"); and
WHEREAS, SUNBELT will add 150,764 Dt (at Seller's system BTU as of the
date of this Agreement and as provided in Section 23 (b) of the General Terms
and Conditions of Seller's FERC Gas Tariff) per day of incremental firm
transportation capacity by a proposed in-service date of November 1, 1997; and
WHEREAS, Buyer has requested firm transportation service under SUNBELT
and has executed with Seller a Precedent Agreement, dated June 2, 1995, for such
service; and
WHEREAS, Seller is willing to provide the requested firm transportation
for Buyer under SUNBELT pursuant to the terms of this Service Agreement and the
Precedent Agreement.
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, a
Transportation Contract Quantity ("TCQ") of 41,400 Dt (at Seller's system BTU as
of the date of this Agreement and as provided in Section 23 (b) of the General
Terms and Conditions of Seller's FERC Gas Tariff) 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
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SERVICE AGREEMENT (CONTINUED)
by Buyer to Seller at the point(s) 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, 1997 and shall
remain in force and effect until 8:00 a.m. Eastern Standard Time November 1,
2017 and thereafter until terminated by Seller or Buyer upon at least two (2)
years 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. In the event
Buyer and Seller mutually agree to a negotiated rate and specified term for
service hereunder, provisions governing such negotiated rate (including
surcharges) and term shall be set forth on Exhibit C to this service agreement.
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SERVICE AGREEMENT (CONTINUED)
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.
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:
None
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
Attention: Director - Customer Services & Scheduling
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SERVICE AGREEMENT (CONTlNUED)
(b) If to Buyer:
Piedmont Natural Gas Company
0000 Xxxxxxx Xxxx, 28211
X.X. Xxx 00000
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
Such addresses may be changed from time to time by mailing appropriate notice
thereof to the other party by certified or registered mail.
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 CORPORATION
(Seller)
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Vice President - Customer Service
PIEDMONT NATURAL GAS COMPANY (Buyer)
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
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EXHIBIT A
Point(s) of Receipt
Maximum Daily Quantity
At each Receipt Pt. (Dt/d)(1)
Suction side of Seller's compressor station 65 at the existing
point of interconnection between Seller's southeast Louisiana 32,199
lateral and Seller's mainline.
Points of interconnection between the facilities of Transco and
Transco's Mobile Bay Lateral near Xxxxxx in Choctaw County, 9,201
Alabama.
(1) These quantities do not include the additional quantities of gas to be
retained by Seller for compressor fuel and line loss make-up. Therefore, Buyer
shall also deliver or cause to be delivered at the receipt points such
additional quantities of gas in kind to be retained by Seller for compressor
fuel and line loss make-up.
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EXHIBIT B
Maximum Daily Quantity
Point(s) of Delivery and Pressures(2) at each Delivery Pt. (Dt/d)(3)
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Xxxxxx Meter Station at milepost 1247.08 41,400
on Transco's mainline and existing points
of delivery between Transco and Shipper
located on Transco's mainline upstream of
that point.
(2) Pressure(s) shall not be less than fifty (50) pounds per square inch
gauge or at such other pressures as may be agreed upon in the day-to-day
operations of Buyer and Seller.
(3) Deliveries to or for the account of Shipper at the delivery point(s)
shall be subject to the limits of the Delivery Point Entitlements ("DPE's") of
the entities receiving the gas at the delivery points, as such DPE's are set
forth in Transco's FERC Gas Tariff as amended from time to time.
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EXHIBIT C
Specification of Negotiated Rate and Term
Not Applicable
