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EXHIBIT 10.28
SERVICE AGREEMENT #01632
(FT Service)
AGREEMENT made this 18th day of October, 1995, by and between
NATIONAL FUEL GAS SUPPLY CORPORATION, a Pennsylvania corporation, hereinafter
called "Transporter" and PIEDMONT NATURAL GAS COMPANY, hereinafter called
"Shipper."
WHEREAS, Shipper has requested that Transporter transport
natural gas; and
WHEREAS, Transporter has agreed to provide such
transportation for Shipper subject to the terms and conditions hereof.
WITNESSETH: That, in consideration of the mutual covenants
herein contained, the parties hereto agree that Transporter will transport for
Shipper, on a firm basis, and Shipper will furnish, or cause to be furnished, to
Transporter natural gas for such transportation during the term hereof, at the
prices and on the terms and conditions hereinafter provided.
ARTICLE I
Quantities
Beginning on the date on which deliveries of gas are
commenced hereunder and thereafter for the remaining term of this Agreement, and
subject to the provisions of Transporter's FT Rate Schedule, Transporter agrees
to receive and transport for Shipper's account up to the following quantities of
natural gas:
Shipper's contract Maximum Daily Transportation Quantity shall be the
equivalent, in dekatherms, of 24,505 Mcf, using as the conversion factor the
heat content of gas being received at the primary receipt point, as such heat
content changes from time to time; provided, however, that for billing purposes,
Shipper's MDTQ ("billing MDTQ") shall be 24,995 Dth.
ARTICLE II
Rate
Unless otherwise mutually agreed in a written amendment to
this Agreement, for each dekatherm of gas transported for Shipper by Transporter
hereunder, Shipper shall pay Transporter the maximum rate provided under Rate
Schedule FT set forth in Transporter's effective FERC Gas Tariff. In the event
that the Transporter places on file with the Federal Energy Regulatory
Commission ("Commission") another rate schedule which may be applicable to
transportation service rendered hereunder, then Transporter, at its option, may
from and after the effective date of such rate schedule, utilize such rate
schedule in performance of this Agreement. Such a rate schedule(s) or
superseding rate schedule(s) and any revisions thereof which shall be filed and
become effective shall apply to and be a part of this Agreement. Transporter
shall have the right to propose, file and make effective with the Commission, or
other body having jurisdiction, changes and revisions of any effective rate
schedule(s), or to propose, file, and make effective superseding rate schedules,
for the purpose of changing the rate, charges, and other provisions thereof
effective as to Shipper, and Shipper shall have the right to oppose any such
aforementioned rate schedule or rate filing.
Shipper agrees to reimburse Transporter for its pro rata
share of the filing fees associated with this service and paid to the
Commission.
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ARTICLE III
Term of Agreement
This Agreement shall be effective upon the later of (1)
November 1, 1995, or (2) the date on which Transporter and Transcontinental Gas
Pipe Line Corporation have confirmed that they possess the authority to make a
corresponding reduction to the level of service under their Rate Schedules X-58
and X-324, respectively, and shall continue in effect for a primary term ending
November 1, 2007, and shall continue in effect from year to year thereafter,
subject to termination as provided hereafter. This agreement may be terminated
by either Shipper or Transporter upon six (6) months' advance written notice
specifying as the termination date the expiration of the primary term or any
anniversary thereof.
ARTICLE IV
Points of Receipt and Delivery
The Point(s) of Receipt for all gas that may be received for
Shipper's account for transportation by Transporter and the MDTQ and gas
pressures applicable to each Point of Receipt, shall be: See Exhibit A.
The Point(s) of Delivery for all gas to be delivered by
Transporter for Shipper's account and the MDTQ and gas pressures applicable to
each Point of Delivery, shall be: See Exhibit A.
ARTICLE V
Incorporation By Reference of Tariff Provisions
To the extent not inconsistent with the terms and conditions
of this agreement, the provisions of Rate Schedule FT, or any effective
superseding rate schedule or otherwise applicable rate schedule, including any
provisions of the General Terms and Conditions incorporated therein, and any
revisions thereof that may be made effective hereafter are hereby made
applicable to and a part hereof by reference.
ARTICLE VI
Miscellaneous
1. No change, modification or alteration of this Agreement
shall be or become effective until executed in writing by the parties hereto,
and no course of dealing between the parties shall be construed to alter the
terms hereof, except as expressly stated herein.
2. No waiver by any 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 other default or defaults, whether of a like or of
a different character.
3. Any company which shall succeed by purchase, merger or
consolidation of the gas related properties, substantially as an entirety, of
Transporter or of Shipper, 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
Agreement. Either party may, without relieving itself of its obligations under
this Agreement, assign any of its rights hereunder to a company with which it is
affiliated, but otherwise, no assignment of this Agreement or of any of the
rights or obligations
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hereunder shall be made unless there first shall have been obtained the consent
thereto in writing of the other party. Consent shall not be unreasonably
withheld. This paragraph is not intended to affect Shipper's rights pursuant to
Section 10 of the General Terms and Conditions of Transporter's tariff.
4. Except as herein otherwise provided, any notice, request,
demand, statement or xxxx provided for in this Agreement, or any notice which
either party may desire to give the other, shall be in writing and shall be
considered as duly delivered when mailed by registered or certified mail to the
Post Office address of the parties hereto, as the case may be, as follows:
Transporter: National Fuel Gas Supply Corporation
Gas Supply - Transportation
Room 1200
00 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000
Shipper: Piedmont Natural Gas Company
0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxx (General Correspondence)
Xxx Xxxxx (Billing Statements)
or at such other address as either party shall designate by formal written
notice. Routine communications, including monthly statements, shall be
considered as duly delivered when mailed by either registered, certified, or
ordinary mail, electronic communication, or telecommunication.
5. This Agreement and the respective obligations of the parties
hereunder are subject to all present and future valid laws, orders, rules and
regulations of constituted authorities having jurisdiction over the parties,
their functions or gas supply, this Agreement or any provision hereof. Neither
party shall be held in default for failure to perform hereunder if such failure
is due to compliance with laws, orders, rules or regulations of any such duly
constituted authorities.
6. The subject headings of the articles of this Agreement are inserted
for the purpose of convenient reference and are not intended to be a part of the
Agreement nor considered in any interpretation of the same.
7. No presumption shall operate in favor of or against either party
hereto as a result of any responsibility either party may have had for drafting
this Agreement.
8. The interpretation and performance of this Agreement shall be in
accordance with the laws of the State of Pennsylvania, without recourse to the
law regarding the conflict of laws.
The parties hereto have caused this Agreement to be signed by their
duly authorized personnel, the day and year first above written.
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NATIONAL FUEL GAS SUPPLY CORPORATION
(Transporter)
/s/ Xxxx X. Xxxxxxxx
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By: Xxxx X. Xxxxxxxx
Title: Vice President
PIEDMONT NATURAL GAS COMPANY
(Shipper)
/s/ Xxxxxx X. Xxxxxx
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By: Xxxxxx X. Xxxxxx
Title: Senior Vice President, Gas Supply
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EXHIBIT A TO SERVICE AGREEMENT #01632
BETWEEN
NATIONAL FUEL GAS SUPPLY CORPORATION ("TRANSPORTER") AND
PIEDMONT NATURAL GAS COMPANY
Point(s) of Receipt Point
Point Pressure
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The interconnection between Sufficient to enter the Niagara Spur Loop Line;
Transporter and TransCanada however, Transporter shall not be obligated to
Pipelines Ltd. at Niagara. receive gas at pressures less than 700 psig.
Point(s) of Delivery Point
Point Pressure
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The interconnection between Sufficient to enter Transco's system; however,
Transporter and Transcontinental transporter shall not be obligated to deliver gas
Gas Pipeline Corporation (Transco) to Transco at a pressure of 1200 psig.
at Xxxxx, Pennsylvania.
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