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EXHIBIT 10.26
FIRM TRANSPORTATION AGREEMENT
THIS AGREEMENT, made and entered into this 22nd day of
September, 1995, by and between Texas Gas Transmission Corporation, a Delaware
corporation, hereinafter referred to as "Texas Gas," and Piedmont Natural Gas
Company, a North Carolina corporation, hereinafter referred to as "Customer,"
WITNESSETH:
WHEREAS, Customer has natural gas which it desires Texas Gas to
move through its existing facilities; and
WHEREAS, Texas Gas has the ability in its pipeline system to
move natural gas for the account of Customer and
WHEREAS, Customer desires that Texas Gas transport such natural
gas for the account of Customer and
WHEREAS, Customer and Texas Gas are of the opinion that the
transaction referred to above falls within the provisions of Section 284.223 of
Subpart G of Part 284 of the Federal Energy Regulatory Commission's (Commission)
regulations and the blanket certificate issued to Texas Gas in Docket No. CP88-
686-000, and can be accomplished without the prior approval of the Commission;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, the parties hereto covenant and agree as
follows;
ARTICLE I
Definitions
1.1 Definition of Terms of the General Terms and Conditions of Texas Gas's FERC
Gas Tariff on file with the Commission is hereby incorporated by reference and
made a part of this Agreement.
ARTICLE II
Transportation Service
2.1 Subject to the terms and provisions of this Agreement, Customer agrees to
deliver or cause to be delivered to Texas Gas, at the Point(s) of Receipt in
Exhibit "A" hereunder, Gas for Transportation, and Texas Gas agrees to receive,
transport, and redeliver, at the Point(s) of Delivery in Exhibit "B" hereunder,
Equivalent Quantities of Gas to Customer or for the account of Customer, in
accordance with Section 3 of Texas Gas's effective FT Rate Schedule and the
terms and conditions contained herein, up to 13,482 MMBtu per day, which shall
be Customer's Firm Transportation Contract Demand, and up to 2,035,782 MMBtu
during the winter season, and up to 2,885,148 MMBtu during the summer season,
which shall be Customer's Seasonal Quantity Levels.
2.2 Customer shall reimburse Texas Gas for the Quantity of Gas required for
fuel, company use, and unaccounted for associated with the transportation
service hereunder in accordance with Section 16 of the General Terms and
Conditions of Texas Gas's FERC Gas Tariff. The applicable fuel retention
percentage(s) is shown on Exhibit "A". Texas Gas may adjust the fuel retention
percentage as operating circumstances warrant; however, such change shall not be
retroactive. Texas Gas agrees to give Customer thirty (30) days written notice
before changing such percentage.
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2.3 Texas Gas, at its sole option, may, if tendered by Customer, transport daily
quantities in excess of the Transportation Contract Demand.
2.4 In order to protect its system, the delivery of gas to its customers and/or
the safety of its operations, Texas Gas shall have the right to vent excess
natural gas delivered to Texas Gas by Customer or Customer's supplier(s) in that
part of its system utilized to transport gas received hereunder. Prior to
venting excess gas, Texas Gas will use its best efforts to contact Customer or
Customer's supplier(s) in an attempt to correct such excess deliveries to Texas
Gas. Texas Gas may vent such excess gas solely within its reasonable judgment
and discretion without liability to Customer, and a pro rata share of any gas so
vented shall be allocated to Customer. Customer's pro rata share shall be
determined by a fraction, the numerator of which shall be the quantity of gas
delivered to Texas Gas at the Point of Receipt by Customer or Customer's
supplier(s) in excess of Customer's confirmed nomination and the denominator of
which shall be the total quantity of gas in excess of total confirmed
nominations flowing in that part of Texas Gas's system utilized to transport
gas, multiplied by the total quantity of gas vented or lost hereunder.
2.5 Any gas imbalance between receipts and deliveries of gas, less fuel and PVR
adjustments, if applicable, shall be cleared each month in accordance with
Section 17 of the General Terms and Conditions in Texas Gas's FERC Gas Tariff.
Any imbalance remaining at the termination of this Agreement shall also be
cashed-out as provided herein.
ARTICLE III
Scheduling
3.1 Customer shall be obligated five (5) working days prior to the end of each
month to furnish Texas Gas with a schedule of the estimated daily quantity(ies)
of gas it desires to be received, transported, and redelivered for the following
month. Such schedules will show the quantity(ies) of gas Texas Gas will receive
from Customer at the Point(s) of Receipt, along with the identity of the
supplier(s) that is delivering or causing to be delivered to Texas Gas
quantities for Customer's account at each Point of Receipt for which a
nomination has been made.
3.2 Customer shall give Texas Gas, after the first of the month, at least
twenty-four (24) hours notice prior to the commencement of any day in which
Customer desires to change the quantity(ies) of gas it has scheduled to be
delivered to Texas Gas at the Point(s) of Receipt. Texas Gas agrees to waive
this 24-hour prior notice and implement nomination changes requested by
Customer to commence in such lesser time frame subject to Texas Gas's being able
to confirm and verify such nomination change at both Receipt and Delivery
Points, and receive PDAs reflecting this nomination change at both Receipt and
Delivery Points. Texas Gas will use its best efforts to make the nomination
change effective at the time requested by Customer; however, if Texas Gas is
unable to do so, the nomination change will be implemented as soon as
confirmation is received.
ARTICLE IV
Points of Receipt, Delivery, and Supply Lateral Allocation
4.1 Customer shall deliver or cause to be delivered natural gas to Texas Gas at
the Point(s) of Receipt specified in Exhibit "A" attached hereto and Texas Gas
shall redeliver gas to Customer or for the account of Customer at the Point(s)
of Delivery specified in Exhibit "B" attached hereto in accordance with Sections
7 and 15 of the General Terms and Conditions of Texas Gas's FERC Gas Tariff.
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4.2 Customer's preferential capacity rights on each of Texas Gas's supply
laterals shall be as set forth in Exhibit "C" attached hereto, in accordance
with Section 34 of the General Terms and Conditions of Texas Gas's FERC Gas
Tariff.
ARTICLE V
Term of Agreement
5.1 This Agreement shall become effective the later of November 1, 1995 or the
date on which any and all authorizations are received by Texas Gas, CNG, and
Transco to effectuate the transportation contemplated hereby (including
downstream transportation). This Agreement shall have a primary term beginning
on such date (with the rates and charges described in ARTICLE VIII becoming
effective on that date) and extending for a period of eleven years from that
date, or through October 31, 2006; with extensions of one year at the end of the
primary term and each additional term thereafter unless written notice is given
at least one year prior to the end of such term by either party.
ARTICLE VI
Point(s) of Measurement
6.1 The gas shall be delivered by Customer to Texas Gas and redelivered by Texas
Gas to Customer at the Point(s) of Receipt and Delivery hereunder.
6.2 The gas shall be measured or caused to be measured by Customer and/or Texas
Gas at the Point(s) of Measurement which shall be as specified in Exhibits "A",
"A-I", and "B" herein. In the event of a line loss or leak between the Point of
Measurement and the Point of Receipt, the loss shall be determined in accordance
with the methods described contained in Section 3, "Measuring and Measuring
Equipment," contained in the General Terms and Conditions of First Revised
Volume No. 1 of Texas Gas's FERC Gas Tariff.
ARTICLE VII
Facilities
7.1 Texas Gas and Customer agree that any facilities required at the Point(s) of
Receipt, Point(s) of Delivery, and Point(s) of Measurement shall be installed,
owned, and operated as specified in Exhibits "A", "A-I", and "B" herein.
Customer may be required to pay or cause Texas Gas to be paid for the installed
cost of any new facilities required as contained in Sections 1.3, 1.4, and 1.5
of Texas Gas's FT Rate Schedule. Customer shall only be responsible for the
installed cost of any new facilities described in this Section if agreed to in
writing between Texas Gas and Customer.
ARTICLE VIII
Rates and Charges
8.1 Each month, Customer shall pay Texas Gas for the service hereunder an amount
determined in accordance with Section 5 of Texas Gas's FT Rate Schedule
contained in Texas Gas's FERC Gas Tariff, which Rate Schedule is by reference
made a part of this Agreement. The maximum rates for such service consist of a
monthly reservation charge multiplied by Customer's firm transportation demand
as specified in Section 2.1 herein. The reservation charge shall be billed as of
the effective date of this Agreement. In addition to the monthly reservation
charge, Customer agrees to pay Texas Gas each month the maximum commodity charge
up to Customer's Transportation Contract Demand. For any quantities delivered by
Texas Gas in excess of Customer's Transportation Contract Demand,
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Customer agrees to pay the maximum FT overrun commodity charge.
In addition, Customer agrees to pay:
(a) Texas Gas's Fuel Retention percentage(s).
(b) The currently effective GRI funding unit, if
applicable, the currently effective FERC Annual Charge
Adjustment unit charge (ACA), the currently effective
Take-or-Pay surcharge, or any other then currently
effective surcharges, including but not limited to
Order 636 Transition Costs.
If Texas Gas declares force majeure which renders it unable to perform service
herein, then Customer shall be relieved of its obligation to pay demand charges
for that part of its FT Contract Demand affected by such force majeure event
until the force majeure event is remedied.
Unless otherwise agreed to in writing by Texas Gas and Customer, Texas Gas may,
from time to time, and at any time selectively after negotiation, adjust the
rate(s) applicable to any individual Customer; provided, however, that such
adjusted rate(s) shall not exceed the applicable Maximum Rate(s) nor shall they
be less than the Minimum Rate(s) set forth in the currently effective Sheet
No.10 of this Tariff. If Texas Gas so adjusts any rates to any Customer, Texas
Gas shall file with the Commission any and all required reports respecting such
adjusted rate.
8.2 In the event Customer utilizes a Secondary Point(s) of Receipt or Delivery
for transportation service herein, Customer will continue to pay the monthly
reservation charges as described in Section 8.1 above. In addition, Customer
will pay the maximum commodity charge applicable to the zone in which gas is
received and redelivered up to Customer's Transportation Contract Demand and the
maximum overrun commodity charge for any quantities delivered by Texas Gas in
excess of Customer's winter season or summer season Transportation Contract
Demand. Customer also agrees to pay the ACA, Take-or-Pay Surcharge, GRI charges,
fuel retention charge, and any other effective surcharges, if applicable, as
described in Section 8.1 above.
8.3 It is further agreed that Texas Gas may seek authorization from the
Commission and/or other appropriate body for such changes to any rate(s) and
terms set forth herein or in Rate Schedule FT, as may be found necessary to
assure Texas Gas just and reasonable rates. Nothing herein contained shall be
construed to deny Customer any rights it may have under the Natural Gas Act, as
amended, including the right to participate fully in rate proceedings by
intervention or otherwise to contest increased rates in whole or in part.
8.4 Customer agrees to fully reimburse Texas Gas for all filing fees, if any,
associated with the service contemplated herein which Texas Gas is required to
pay to the Commission or any agency having or assuming jurisdiction of the
transactions contemplated herein.
8.5 Customer agrees to execute or cause its supplier or processor to execute a
separate agreement with Texas Gas providing for the transportation of any
liquids and/or liquefiables, and agrees to pay or reimburse Texas Gas, or cause
Texas Gas to be paid or reimbursed, for any applicable rates or charges
associated with the transportation of such liquids and/or liquefiables, as
specified in Section 24 of the General Terms and Conditions of Texas Gas's FERC
Gas Tariff.
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ARTICLE IX
Miscellaneous
9.1 Texas Gas's Transportation Service hereunder shall be subject to receipt of
all requisite regulatory authorizations from the Commission, or any successor
regulatory authority, and any other necessary governmental authorizations, in a
manner and form acceptable to Texas Gas. The parties agree to furnish each other
with any and all information necessary to comply with any laws, orders, rules,
or regulations.
9.2 Except as may be otherwise provided, any notice, request, demand, statement,
or xxxx provided for in this Agreement or any notice which a party may desire to
give the other shall be in writing and mailed by regular mail, or by postpaid
registered mail, effective as of the postmark date, to the post office address
of the party intended to receive the same, as the case may be, or by facsimile
transmission, as follows;
Texas Gas
Texas Gas Transmission Corporation
0000 Xxxxxxxxx Xxxxxx
Post Office Box 1160
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Gas Revenue Accounting (Xxxxxxxx and Statements)
Customer Services (Other Matters)
Gas Transportation and Capacity Allocation
(Nominations)
Fax (000) 000-0000
Customer
Piedmont Natural Gas Company
P. X.Xxx 33058
0000 Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xx. Xxxxx Xxxxx
The address of either party may, from time to time, be changed by a party
mailing, by certified or registered mail, appropriate notice thereof to the
other party. Furthermore, if applicable, certain notices shall be considered
duly delivered when posted to Texas Gas's Electronic Bulletin Board, as
specified in Texas Gas's tariff.
9.3 This Agreement shall be governed by the laws of the State of Kentucky.
9.4 Each party agrees to file timely all statements, notices, and petitions
required under the Commission's Regulations or any other applicable rules or
regulations of any governmental authority having jurisdiction hereunder and to
exercise due diligence to obtain all necessary governmental approvals required
for the implementation of this Transportation Agreement.
9.5 All terms and conditions of Rate Schedule FT and the attached Exhibits "A",
"A-I", "B", and "C" are hereby incorporated to and made a part of this
Agreement.
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9.6 This contract shall be binding upon and inure to the benefit of the
successors, assigns, and legal representatives of the parties hereto.
9.7 Neither party hereto shall assign this Agreement or any of its rights or
obligations hereunder without the consent in writing of the other party.
Notwithstanding the foregoing, either party may assign its right, title and
interest in, to and by virtue of this Agreement including any and all
extensions, renewals, amendments, and supplements thereto, to a trustee or
trustees, individual or corporate, as security for bonds or other obligations or
securities, without such trustee or trustees assuming or becoming in any respect
obligated to perform any of the obligations of the assignor and, if any such
trustee be a corporation, without its being required by the parties hereto to
qualify to do business in the state in which the performance of this Agreement
may occur, nothing contained herein shall require consent to transfer this
Agreement by virtue of merger or consolidation of a party hereto or a sale of
all or substantially all of the assets of a party hereto, or any other corporate
reorganization of a party hereto.
9.8 This Agreement insofar as it is affected thereby, is subject to all valid
rules, regulations, and orders of all governmental authorities having
jurisdiction.
9.9 No waiver by either party of any one or more defaults by the other in the
performance of any provisions hereunder shall operate or be construed as a
waiver of any future default or defaults whether of a like or a different
character.
9.10 All rights and responsibilities, excluding any imbalances and outstanding
monies owed for transportation service rendered prior to the effective date of
this contract, under the transportation agreement between Transporter and
Transcontinental Gas Pipe Line Corporation, dated September 27, 1991, will be
assigned to Customer upon execution of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their respective representatives there unto duly
authorized, on the day and year first above written.
ATTEST: TEXAS GAS TRANSMISSION CORPORATION
/s/ Xxxxxx X. Xxxxx By: /s/ Xxx X. Xxxxxxx
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Asst. Secretary Vice President
WITNESSES: PIEDMONT NATURAL GAS COMPANY
/s/ X.X. Xxxxxxxx By /s/ Xxxxxx X. Xxxxxx
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Senior Vice President
/s/ Xxxxx X. Xxxxx Attest: /s/ Xxxxxx X. Xxxxxxxxxx
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Secretary
Date of Execution by Customer:
October 11, 1995
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Contract No. T7471
Exhibit "A"
Firm Point(s) of Receipt
Piedmont Natural Gas Company
Firm Transportation Agreement
Daily Firm
Meter Capacity
Lateral Segment Zone No. Name MMBtu
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North Lousisiana Leg
Cathage - Xxxxxxxx
0 0000 Xxxxxxxx 2,134
Xxxxxxxx - Xxxxxx
1 9866 Cornerstone-Ada 3,203
Southeast Leg
Henry - Lafayette
SL 2790 Xxxxx Hub 5,338
Mainline
Xxxxxx - Zone SL/1 Line
SL 8147 Mamou (ref. #8046) 3,395
The Daily Firm Capacity at the points listed above will be increased on a pro
rata basis to effectuate delivery of Customer's full Firm Transportation
Contract Demand in the event Texas Gas raises its fuel retention percentage.
Effective Date 11/01/95
EXHIBIT "A-I"
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CONTRACT NO. T7471
Contract Demand 13,482 MMBtu/D
EXHIBIT "B"
POINT(S) OF DELIVERY
Meter MAOP MDP*
No Name/Description Facilities (psig) (psig)
-------------------------------------------------------------------------------------------------------------
CNG Transmission Corporation
1247 LEBANON-CONGAS -S9, T3, R4, Xxxxxx (1) 531
County, OH
*Minimurn Operating Pressure - 531 psig
B-1
NOTE:SEE ATTACHED STANDARD FACILITIES KEY FOR EXPLANATION OF FACILITIES.
*MINIMUM DELIVERY PRESSURE
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CONTRACT NO. T7471
FIRM TRANSPORTATION AGREEMENT
EXHIBIT "C"
SUPPLY LATERAL CAPACITY
PIEDMONT NATURAL GAS COMPANY
PREFERENTIAL RIGHTS
SUPPLY LATERAL MMBTU/D
Zone 1 Supply Lateral(s)
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North Louisiana Leg: 5,337
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Total Zone 1: 5,337
Zone SL Supply Lateral(s)
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East Leg: 0
Southeast Leg: 5,338
South Leg: 0
Southwest Leg: 0
West Leg: 0
WC-294: 0
HIOS: 0
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Total Zone SL: 5,338
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Grand Total: 10,675
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Effective Date: 11/01/95
