EXHIBIT 10.17
TRANSPORTATION SERVICE AGREEMENT
UNDER RATE SCHEDULE FTS OR ITS
THIS AGREEMENT ("Agreement"), entered into on May 20, 1992, is between
Arkansas Western Pipeline Company ("Transporter"), an Arkansas corporation, and
Associated Natural Gas Company, a division of Arkansas Western Gas Company,
("Shipper");
WITNESSETH:
WHEREAS, Shipper has requested natural gas for that Transporter
transport Shipper; and
WHEREAS, Transporter has agreed to provide such transportation for
Shipper subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants herein contained, the parties agree as follows:
ARTICLE I
DEFINITIONS
1.1 "Maximum Daily Delivery Obligation (MDDO)" means the maximum
daily quantity of natural gas, expressed in Dekatherms (Dth),
that Transporter is obligated to deliver from time to time at
the Point(s) of Delivery specified in Exhibit B to the
executed Agreement.
1.2 "Maximum Daily Quantity (MDQ) " means the maximum daily
quantity of natural gas, expressed* in Dth's, that Transporter
is obligated under the executed Agreement to transport on
behalf of' Shipper, which shall be 23,000 Dth.
1.3 "Equivalent Quantity" means the quantity, expressed in Dth's,
delivered to Shipper by Transporter at the Point(s) of
Delivery. Such quantity is equal to the quantity of gas
received from Shipper at the Point(s) of Receipt less Fuel
Usage and Applicable Shrinkage.
1.4 "Fuel Usage and Applicable Shrinkage" means the quantity of
natural gas retained by Transporter for fuel usage, leakage,
blow-down, minor line pack fluctuations, and lost and
unaccounted for natural gas.
ARTICLE II
NATURAL GAS TRANSPORTATION SERVICE
2.1 Beginning on the date on which deliveries of natural gas are
commenced hereunder, and thereafter for the remaining term of
this Agreement, Shipper agrees to tender gas to Transporter at
the Point(s) of Receipt, and Transporter agrees to transport
and redeliver and Shipper agrees to accept delivery of the
Equivalent Quantities of gas at the Point(s) of Delivery, all
in accordance with the terms of this Agreement.
2.2 Transportation service rendered hereunder shall be
firm/interruptible service as described in Section 2 of
Transporter's X Rate Schedule FTS _____ Rate Schedule ITS.
ARTICLE III
POINT(S) OF RECEIPT
The Point(s) of Receipt at which Transporter shall receive gas for
transportation under this Agreement shall be specified in Exhibit A to
this Agreement.
ARTICLE IV
POINT(S) OF DELIVERY
The Point(s) of Delivery at which Transporter shall redeliver to
Shipper or for the account of Shipper an Equivalent Quantity of gas for
transportation under this Agreement shall be specified in Exhibit B to
this Agreement. Notwithstanding the MDDO at each Point of Delivery,
Shipper shall not nominate a total quantity of natural gas at all
Points of Delivery that exceeds the MDQ set forth in this Agreement.
ARTICLE V
TERM OF AGREEMENT
5.1 Subject to the General Terms and Conditions of Transporter's
FERC Gas Tariff and Rate Schedule FTS/ITS, this Agreement
shall be effective as of the date of physical completion of
and initial deliveries on Transporter's pipeline and shall
continue for a primary term of ten years. Thereafter, this
Agreement shall be effective month to month, until terminated
by Transporter or Shipper upon the following written notice to
the other specifying a termination date: sixty (60) days for
interruptible transportation under Rate Schedule ITS and 180
days for firm transportation under Rate Schedule FTS.
5.2 Any portions of this Agreement necessary to balance receipts
and deliveries under this Agreement as required by the FTS/ITS
Rate Schedule, shall survive the other parts of this Agreement
until such time as such balancing has been accomplished.
ARTICLE VI
RATE SCHEDULE AND CHARGES
6.1 Shipper shall pay Transporter for the service hereunder an
amount determined in accordance with Transporter's FTS/ITS
Rate Schedule, and the General Terms and Conditions of
Transporter's FERC Gas Tariff, all as may be revised from time
to time. Such FTS/ITS Rate Schedule and General Terms and
Conditions are incorporated by reference and made a part
hereof.
6.2 Transporter may seek authorization from the FERC and/or other
appropriate body to change any rate(s) and/or term(s) set
forth herein or in the FTS or ITS Rate Schedule. Nothing
herein shall be construed to deny Shipper any rights it may
have under the Natural Gas Act or the Natural Gas Policy Act
including the right to participate fully in rate proceedings
by intervention or otherwise to contest increased rates in
whole or in part.
ARTICLE VII
REDUCTION IN CAPACITY
For firm transportation only, if Transporter's capacity is reduced for
any reason and a reduction of the quantity of gas being transported
hereunder is required, Shipper's MDQ shall be reduced pro rata with the
MDQ's of the other firm Shippers during the period of such capacity
reduction.
ARTICLE VIII
MISCELLANEOUS
8.1 Amendment. This Agreement shall only be amended, varied or
modified by an instrument in writing executed by Transporter
and Shipper. Such amendment will be effective upon compliance
with Article VIII herein.
8.2 Applicable Law. This Agreement and the rights and duties of
Transporter and Shipper hereunder shall be governed by and
interpreted in accordance with the laws of the State of
Arkansas, without recourse to the law governing conflict of
laws.
8.3 Waiver. No waiver by either Transporter or Shipper of any
default by the other in the performance of any provision,
condition or requirement herein shall be deemed a waiver of,
or in any manner a release from, performance of any other
provision, condition or requirement herein, nor deemed to be a
waiver of, or in any manner a release from, future performance
of the same provision, condition or requirement; nor shall any
delay or omission by Transporter or Shipper to exercise any
right hereunder impair the exercise of any such right or any
like right accruing to it thereafter.
8.4 Headings. The headings of each of the various sections in this
Agreement are included for convenience of reference only and
shall have no effect on, nor be deemed part of the text of,
this Agreement.
8.5 Further Assurances. Transporter and Shipper shall execute and
deliver all instruments and documents and shall do all acts
necessary to effectuate this Agreement.
8.6 Entire Agreement. This Agreement constitutes the entire
agreement between Transporter and Shipper concerning the
subject matter hereof and supersedes all prior understandings
and written and oral agreements relative to said matter.
8.7 Cancellation of Prior Agreement(s). This Agreement, upon its
effective date, supersedes and cancels any and all other
agreements between Transporter and Shipper relating to the
transportation of gas by Transporter for Shipper.
ARTICLE IX
NOTICES
All notices, requests, statements or other communications provided for
under this Agreement shall be in writing and shall be given by personal
delivery or by United States mail, postage prepaid, and addressed as
follows:
If to Shipper:
Arkansas Western Gas Company
0000 Xxxx Xxxxxx
P. 0. Xxx 0000
Xxxxxxxxxxxx, XX 00000-0000
If to Transporter:
Arkansas Western Pipeline Company
0000 Xxxx Xxxxxx
X. X. Xxx 0000
Xxxxxxxxxxxx, XX 00000-0000
Attn: Manager of Transportation Services
All written notices, requests, statements or other communications shall
be sufficiently given if mailed postage prepaid by registered,
certified, or regular mail and shall be deemed to have been duly
delivered on the third business day following the date on which same
was deposited in the United States mail, addressed in accordance with
this Article VIII. Either Shipper or Transporter may designate a
different address to which notices, requests, statements, payments or
other communications shall be sent upon proper notice as set forth in
this Article VIII.
IN WITNESS WHEREOF, Transporter and Shipper have caused this
Agreement to be duly executed by their duly authorized officers in two (2)
original counterparts as of May 20, 1992.
"TRANSPORTER"
ARKANSAS WESTERN PIPELINE COMPANY
an Arkansas Corporation
By /s/ [ILLEGIBLE]
---------------------------------------
President
WITNESS: /s/ [ILLEGIBLE]
------------------------
"SHIPPER"
ASSOCIATED NATURAL GAS COMPANY,
a division of Arkansas Western Company Gas
Company
By /s/ [ILLEGIBLE]
---------------------------------------
WITNESS:
------------------------
EXHIBIT A
TO
TRANSPORTATION SERVICE AGREEMENT
DATED MAY 20, 1992
BETWEEN ASSOCIATED NATURAL GAS COMPANY
AND ARKANSAS WESTERN PIPELINE COMPANY
Pressure Psig
Meter MDQ -------------
Receipt Point Number SEC-TWN-RNG County ST Dth/d Max Min
------------- ------- ----------- ------ -- ------ ----- -----
1. NOARK Pipeline System Pending 31-19N-9E Clay AR 23,000 685 550
SHIPPER: TRANSPORTER:
ASSOCIATED NATURAL GAS COMPANY ARKANSAS WESTERN PIPELINE COMPANY
By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
-------------------------- -----------------------------
EXHIBIT B
TO
TRANSPORTATION SERVICE AGREEMENT
DATED MAY 20, 1992
BETWEEN ASSOCIATED NATURAL GAS COMPANY
AND ARKANSAS WESTERN PIPELINE COMPANY
Pressure Psig
Meter MDDO -------------
Delivery Point Number SEC-TWN-RNG County ST Dth/d Max Min
-------------- ------- ----------- ------- -- ------ ----- -----
1. Associated Natural Gas Pending 28-19N-10E Xxxxxxx mo 23,000 500 400
SHIPPER: TRANSPORTER:
ASSOCIATED NATURAL GAS COMPANY ARKANSAS WESTERN PIPELINE COMPANY
By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
-------------------------- -----------------------------
President
SCHEDULE 2
CONTRACTS BIFURCATED OR PARTIALLY ASSIGNED TO ATMOS
Contract Quantity Assigned Expiration
-------- ----------------- ----------
Transportation & Storage:
AWP FT dated 5/20/92 13,370 MMBtu/d 07/31/2003
Ozark FT #Z2001 @ AWP 13,370 MMBtu/d 10/31/2002
Ozark FT #Z2001 @ XXXX .0000 XXXxx/x 10/31/2002
TETCO CDS (FT) #800204 9,826 MMBtu/d 10/31/2012
TETCO SSI #400184 11,303 DTH/d W/D 04/30/2012
.3,876 DTH/d Inj. 04/30/2012
Supply:
XXXXX Xxxx Sales dated 10/1/90 15,370 MMBtu/d 09/30/2000
FORM OF NOTICE OF PERMANENT RELEASE OF FIRM CAPACITY
AND CONSENT TO PARTIAL ASSIGNMENT
A. Associated Natural Gas Company, a division of Arkansas Western Gas
Company ("Releasing Shipper") is a firm Shipper that is party to an
executed and valid Service Agreement with Arkansas Western Pipeline
Company under Rate Schedule FTS ("Transporter"). Releasing Shipper
proposes to release capacity as set forth below, and in accordance with
the applicable provisions of Transporter's FERC Gas Tariff. Upon the
satisfaction of all conditions applicable to the proposed release
transaction, including all applicable provisions of Section 14 of the
General Terms and Conditions of Transporter's FERC Gas Tariff,
Releasing Shipper will consent to a partial and permanent assignment of
capacity on Transporter's system. Subject to the satisfaction of such
conditions by the Releasing Shipper and the Replacement Shipper,
Transporter will consent to this partial and permanent assignment of
capacity on its system, and will waive the requirement under Section
14.7 of the General Terms and Conditions of Transporter's FERC Gas
Tariff, providing that Releasing Shipper shall remain the guarantor of
payment to Transporter of all demand charges arising under its Service
Agreement with Transporter for such assigned capacity.
B. Rate Schedule and contract number pursuant to which capacity is
released, Contract Number: FTS - 0 1
C. Quantity of capacity to be released: Max 13,370 Dfli/Day,
Min 13,370 DthDay.
D. (i) Minimum transportation rate acceptable to Releasing Shipper (if
none, write "none"; includes commodity component):
Tariff Rate
(ii) Bid Requirements:
(a) _X_ Reservation, __Volumetric
or ___ Volumetric with ___ volume commitment
(b) __ Dollar/Cents or __ Percentage
E. Receipt Points and Delivery Points (designate primary and/or
secondary):
Receipt Point: "Ozark/AWP Interconnect" Meter 00010
Delivery Point: "AWP/ANG Interconnect" Meter 00020 MDQ @ 13,370
MMBtu/d.
F. Bid Evaluation Methodology: i) highest rate, net revenue or present
value
ii). If Releasing Shipper chooses to provide weighting factors in
accordance with Section 14.9 of the General Terms and
Conditions of Transporter's FERC Gas Tariff, weighting factors
are as follows: Please provide a range for each factor between
0 - 1,000. The numbers need not add up to 1,000.
_________________ Volume (0 - 1,000)
Max Rate ___________________ -1 Rate (0 - 1,000)
G. i). Designated Replacement Shipper (if none, write "none"):
United Cities Gas Company a, division of
Atmos Energy
Corporation.
ii). Terms and conditions agreed to between Releasing Shipper and
Designated Replacement Shipper:
_________ Demand Rate (MMBtu)
13,370 Volume MMBtu/Day
iii) Releasing Shipper and Designated Replacement Shipper
understand Designated Replacement Shipper may not receive the
released capacity if it fails to match any best bid submitted
by another potential Shipper as provided in Transporter's FERC
Gas Tariff.
H. Other terms and conditions (if none, write "none"): _________________
This is a maximum tariff rate, permanent assignment of capacity, not subject to
bid.
"Date Releasing Shipper: Associated Natural Gas Co.
Xxxxxxx X. Xxxxxxx, Xx. Vice President
ANY, a division of
Atmos Energy Corporation
UNITED CITIES GAS
BY: /s/ [ILLEGIBLE]
-----------------------------------------
Replacement Shipper*
-May 24, 2000
Date
Date Transporter:
ARKANSAS WESTERN PIPELINE COMPANY
To be executed, prior to posting by Transporter, by Replacement Shipper only if
Replacement Shipper has been designated by Releasing Shipper in G(i) above.
BID ON PERMANENTLY RELEASED CAPACITY
ON ARKANSAS WESTERN PIPELINE COMPANY
A. United Cities Gas Company a, division of
Atmos Energy Corporation
("Bidder") hereby bids on released capacity ("Capacity") on the system
of Arkansas Western Pipeline Company ("Transporter"). This bid will
remain open until Transporter selects a winning bidder, or notice of
withdrawal is received by Transporter.
B. The Capacity was released by Associated Natural Gas Company, a division
of Arkansas Western Gas Company.
(FTS - 01) under Transporter's Rate Schedule FTS,
C. The transportation rate bid is Maximum Tariff Rate per Dth, not
including commodity charge, fuel, or other applicable fees.
D. The quantity of Capacity bid for is 13,370 Dth/Day
E. The term of the Capacity bid for is (Permanent Assignment through
original contract term) Months/Years, beginning June 1, 2000 and ending
at the expiration date of contract FTS - 01.
F. Receipt and Delivery points (designate primary and/or secondary)
Receipt Point: "Ozark/AWP Interconnect" Xxxxx 000 00
Xxxxxxxx Xxxxx: "AWP/ANG Interconnect" Meter 00020 MDQ @ 13,370
MMBtu/d.
G. Other information requested by the Releasing Shipper
This is a maximum tariff rate, permanent assignment of capacity, not
subject to bid.
H. Bidder agrees to comply with all terms and conditions of Transporter's
FERC Gas Tariff.
I. If selected by Transporter as the winning bidder, Bidder will
immediately execute the partial assignment form set forth below.
i Bidder acknowledges that it has the full authority to make this bid and
bind itself and its agents and/or principals to this bid.
UNITED CITIES GAS COMPANY, a division of May 24, 2000
Atmos Energy Corporation
------------------------ -----------------------------------------------------
Date BIDDER
By: /s/ XXXXXX X. XXX
Xxxxxx X. Xxx
Vice President
PARTIAL ASSIGNMENT OF CAPACITY
ON ARKANSAS WESTERN PIPELINE COMPANY
A. United Cities Gas Company a, division of
Atmos Energy Corporation
("Replacement Shipper") has submitted the winning bid for firm capacity
on the system of Arkansas Western Pipeline Company ("Transporter") for
capacity released by Associated Natural Gas Company, a division of
Arkansas Western Gas Company ("Releasing Shipper"), and understands
that its bid of (date) June 1, 2000 has been accepted by Transporter.
B. Replacement Shipper has read and understands the terms and conditions
under which the Releasing Shipper has permanently released such
capacity on Transporter and hereby contracts for such capacity, in
accordance with its bid, subject to terms and conditions set forth on
Transporter's FERC Gas Tariff and the Service Agreement between the
Releasing Shipper and Transporter (copy of bid and release notice
attached). Replacement Shipper adopts such Service Agreement for the
assigned capacity, and from and after the effective date of the
referenced release shall be fully liable to Transporter for all demand
charges, volumetric charges, surcharges, and other charges arising
under the terms of the Service Agreement with Transporter for such
assigned capacity from and after that effective date.
C. Releasing Shipper hereby makes a partial assignment of its rights and
obligations under contract number FTS - 01 in accordance with the
attached bid and release notice. This assignment is made in accordance
with Transporter's FERC Gas Tariff.
Releasing Shipper: Associated Natural Gas Co.
Xxxxxxx X. Xxxxxxx, Xx. Vice President
UNITED GAS a division of
Atmos Energy Corporation
BY:
CITIES COMPANY
/s/ XXXXXX X. XXX
-------------------------------------------------
Replacement Shipper Xxxxxx X. Xxx, Vice President
Transporter:
Arkansas Western Pipeline Company
