Firm Transportation Service Agreement between Southern Natural Gas Company and Mississippi Valley Gas Company
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This agreement is between Southern Natural Gas Company and Mississippi Valley Gas Company. It sets the terms for the firm transportation of natural gas, including delivery and receipt points, daily quantity limits, and applicable rate schedules. The agreement is subject to regulatory approval and can be renewed or terminated with notice. Both parties agree to follow the company's FERC Gas Tariff and are not liable for special or consequential damages. The agreement remains in effect unless canceled according to its terms or regulatory requirements.
EX-10.13(B) 11 d10753exv10w13xby.txt FIRM TRANSPORATION SERVICE AGREEMENT EXHIBIT 10.13(b) Service Agreement No. FSNG46 FIRM TRANSPORTATION SERVICE AGREEMENT UNDER RATE SCHEDULE FT AND/OR RATE SCHEDULE FT-NN THIS AGREEMENT, made and entered into as of this 1st day of November, 2000, by and between Southern Natural Gas Company, a Delaware corporation, hereinafter referred to as "Company", and Mississippi Valley Gas Company, a Mississippi corporation, hereinafter referred to as "Shipper". WITNESSETH WHEREAS, Company is an interstate pipeline, as defined in Section 2(15) of the Natural Gas Policy Act of 1978 (NGPA); and WHEREAS, Shipper has requested firm transportation pursuant to Rate Schedule FT and/or FT-NN of various supplies of gas for redelivery for Shipper's account and has submitted to Company a request for such transportation service in compliance with Section 2 of the General Terms and Conditions applicable to such Rate Schedules and/or WHEREAS, Shipper may acquire, from time to time, released firm transportation capacity under Section 22 of the General Terms and Conditions to Company's FERC Gas Tariff; and WHEREAS, Company has agreed to provide Shipper with transportation service of such gas supplies or through such acquired capacity release in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I TRANSPORTATION QUANTITY 1.1 Subject to the terms and provisions of this Agreement, Rate Schedule FT and/or FT-NN, as applicable, and the General Terms and Conditions thereto, Shipper agrees to deliver or cause to be delivered to Company at the Receipt Point(s) described in Exhibit A and Exhibit A-l to this Agreement, and Company agrees to accept at such point(s) for transportation under this Agreement, an aggregate quantity of natural gas per day up to the total Transportation Demand set forth on Exhibit B hereto. Company's obligation to accept gas on a firm basis at any Receipt Point is limited to the Receipt Points set out on Exhibit A and to the Maximum Daily Receipt Quantity (MDRQ) Service Agreement No. FSNG46 stated for each such Receipt Point. The sum of the MDRQ's for the Receipt Points on Exhibit A shall not exceed the Transportation Demand. 1.2 Subject to the terms and provisions of this Agreement, Rate FT and/or FT-NN, as applicable, and the General Terms and Conditions thereto, Company shall deliver a thermally equivalent quantity of gas, less the applicable fuel charge as set forth in the applicable FT or FT-NN Rate Schedule, to Shipper at the Delivery Point(s) described in Exhibit B and Exhibit B-l hereto. Company's obligation to redeliver gas at any Delivery Point on a firm basis is limited to the Delivery Points specified on Exhibit B and to the Maximum Daily Delivery Quantity (MDDQ) stated for each such Delivery Point. The sum of the MDDQs for the Delivery Points on Exhibit B shall equal the Transportation Demand. 1.3 In the event Shipper is the successful bidder on released firm transportation capacity under Section 22 of Company's General Terms and Conditions, Company will promptly finalize by means of SoNet Premier the appropriate Addendum to this Agreement in the format attached hereto. Upon the finalization of an Addendum, subject to the terms, conditions and limitations hereof and of Company's Rate Schedule FT, Company agrees to provide the released firm transportation service to Shipper under Rate Schedule FT, the General Terms and Conditions thereto, and this Agreement. ARTICLE II CONDITIONS OF SERVICE 2.1 It is recognized that the transportation service hereunder is provided on a firm basis pursuant to, in accordance with and subject to the provisions of Company's Rate Schedule FT and/or FT-NN, and the General Terms and Conditions thereto, which are contained in Company's FERC Gas Tariff, as in effect from time to time, and which are hereby incorporated by reference. In the event of any conflict between this Agreement and the terms of the applicable Rate Schedule, the terms of the Rate Schedule shall govern as to the point of conflict. Any limitation of transportation service hereunder shall be in accordance with the priorities set out in Rate Schedule FT and/or FT-NN, as applicable, and the General Terms and Conditions thereto. 2.2 This Agreement shall be subject to all provisions of the General Terms and Conditions applicable to Company's Rate Schedule FT and/or FT-NN as such conditions may be revised from time to time. Unless Shipper requests otherwise, Company shall provide to Shipper the filings Company makes at the Federal Energy Regulatory Commission ("Commission") of such provisions of the General Terms and Conditions or other matters relating to Rate Schedule FT or FT-NN. 2.3 Company shall have the right to discontinue service under this Agreement in accordance with Section 15.3 of the General Terms and Conditions hereto. 2 Service Agreement No. FSNG46 2.4 The parties hereto agree that neither party shall be liable to the other party for any special, indirect, or consequential damages (including, without limitation, loss of profits or business interruptions) arising out of or in any manner related to this Agreement. 2.5 This Agreement is subject to the provisions of Part 284 of the Commission's Regulations under the NGPA and the Natural Gas Act. Upon termination of this Agreement, Company and Shipper shall be relieved of further obligation to the other party except to complete the transportation of gas underway on the day of termination, to comply with the provisions of Section 14 of the General Terms and Conditions with respect to any imbalances accrued prior to termination of this Agreement, to render reports, and to make payment for all obligations accruing prior to the date of termination. ARTICLE III NOTICES 3.1 Except as provided in Section 8.6 herein, notices hereunder shall be given pursuant to the provisions of Section 18 of the General Terms and Conditions to the respective party at the applicable address, telephone number or facsimile machine number stated in Exhibit D or such other addresses, telephone numbers or facsimile machine numbers as the parties shall respectively hereafter designate in writing from time to time: ARTICLE IV TERM 4.1 Subject to the provisions hereof, this Agreement shall become effective as of the date first hereinabove written and shall be in full force and effect for the primary term(s) set forth on Exhibit B hereto, if applicable, and shall continue and remain in force and effect for successive evergreen terms specified on Exhibit B hereto unless canceled by either party giving the required amount of written notice specified on Exhibit B to the other party prior to the end of the primary term(s) of any extension thereof. 4.2 In the event SHIPPER has not contracted for firm Transportation Demand under this Agreement directly with COMPANY, as set forth on Exhibit B hereto, then the term of this Agreement shall be effective as of the date first hereinabove written and shall remain in full force and effect for a primary term through the end of the month and month to month thereafter unless canceled by either party giving at least five (5) days written notice to the other party prior to the end of the primary term or any extension thereof. It is provided, however that this Agreement shall not terminate prior to the expiration of the effective date of any Addendum to this Agreement. 3 Service Agreement No. FSNG46 ARTICLE V CONDITIONS PRECEDENT 5.1 This agreement is conditioned upon receipt of final regulatory approvals by both the Federal Energy Regulatory Commission and Mississippi Public Service Commission prior to transfer and completion of the Starkville Lateral in accordance with the terms and conditions of the purchase and sale agreement dated as of July 14, 2000, ("Starkville Lateral Agreement"). In the event that either (1) all final regulatory approvals for the abandonment by Company and the purchase by Shipper of the Starkville Lateral are not received upon terms satisfactory to both parties by October 31, 2000, or (2) the Starkville Lateral transaction is not completed within 60 days of the last of those approvals, then the Shipper may terminate this agreement in whole or in part. Shipper's right to terminate this agreement shall be effective upon not less than sixty (60) days written notice to Company, and such notice must be given no later than January 31,2001. ARTICLE VI REMUNERATION 6.1 Shipper shall pay Company monthly for the transportation services rendered hereunder the charges specified in Rate Schedule FT, Rate Schedule FT-NN, as discounted in accordance with Exhibit E, and on each effective Addendum, as applicable, including any penalty assessed under the applicable FT or FT-NN Rate Schedule FT and the General Terms and Conditions. For new service requested from Company under Rate Schedule FT or FT-NN from and after the date of this Service Agreement, Company shall notify Shipper as soon as practicable of the date services will commence hereunder, and if said date is not the first day of the month, the Reservation Charge for the first month of service hereunder shall be adjusted to reflect only the actual number of days during said month that transportation service is available. Company may agree from time to time to discount the rates charged Shipper for services provided hereunder in accordance with the provisions of Rate Schedule FT and/or FT-NN, as applicable. Said discounted charges shall be set forth on Exhibit E hereto. 6.2 The rates and charges provided for under Rate Schedule FT shall be subject to increase or decrease pursuant to any order issued by the Commission in any proceeding initiated by Company or applicable to the services performed hereunder. Shipper agrees that Company shall, without any further agreement by Shipper, have the right to change from time to time, all or any part of Rate Schedule FT or FT-NN, as applicable, or the General Terms and Conditions thereto, including without limitation the right to change the rates and charges in effect thereunder, pursuant to Section 4(d) of the Natural Gas Act as may be deemed necessary by Company, in its reasonable judgment, to assure just and reasonable service and rates under the Natural Gas Act. It is recognized, however, that once an Addendum has been issued. Company cannot increase the Reservation Charge to be paid by Shipper under that Addendum. Nothing contained herein shall prejudice the rights of Shipper to contest at any time the changes made pursuant to this Section 6.2, from time to time, in any subsequent rate proceedings by Company under Section 4 of the Natural Gas Act or to file a compliant under Section 5 of the Natural Gas 4 Service Agreement No. FSNG46 Act with respect to such transportation rates or charges. This paragraph 6.2 shall not apply to the rates and charges set forth on Exhibit E hereto. ARTICLE VII SPECIAL PROVISIONS 7.1 If Shipper is a seller of gas under more than one Service Agreement and requests that Company allow it to aggregate nominations for certain Receipt Points for such Agreements, Company will allow such an arrangement under the terms and conditions set forth in this Article VII. To be eligible to aggregate gas, Shipper must comply with the provisions of Section 2.2 of the General Terms and Conditions and the terms and conditions of the Supply Pool Balancing Agreement executed by Shipper and Company pursuant thereto 7.2 If Shipper is a purchaser of gas from a seller that is selling from an aggregate of Receipt Points, and Shipper wishes to nominate to receive gas from such seller's aggregate supplies of gas, Company will allow such a nomination, provided that the seller (i) has entered into a Supply Pool Balancing Agreement with Company and (ii) submits a corresponding nomination to deliver gas to Shipper from its aggregate supply pool. ARTICLE VIII MISCELLANEOUS 8.1 This Agreement constitutes the entire Agreement between the parties and no waiver by Company or Shipper of any default of either party under this Agreement shall operate as a waiver of any subsequent default whether of a like or different character. 8.2 The laws of the State of Alabama shall govern the validity, construction, interpretation, and effect of this Agreement. 8.3 No modification of or supplement to the terms and provisions hereof shall be or become effective except by execution of a supplementary written agreement between the parties except that (i) Addenda shall be generated by Shipper's successful bids for released capacity, and (ii) in accordance with the provisions of Rate Schedule FT and/or FT-NN, as applicable, and the General Terms and Conditions thereto, Receipt Points may be added to or deleted from Exhibit A and the Maximum Daily Receipt Quantity for any Receipt Point on Exhibit A may be changed upon execution by Company and Shipper of a Revised Exhibit A to reflect said change(s), and (iii) Delivery Points may be added to or deleted from Exhibit B and the Maximum Daily Delivery Quantity for any Delivery Point may be changed upon execution by Company and Shipper of a Revised Exhibit B to reflect said change(s). It is provided, however, that any such change to Exhibit A or Exhibit B must include corresponding changes to the existing Maximum Daily Receipt Quantities or Maximum Daily Delivery Quantities, respectively, such that the sum of the changed Maximum Daily Receipt Quantities shall not exceed the Transportation Demand and the sum of the Maximum Daily Delivery Quantities equals the Transportation Demand. 5 Service Agreement No. FSNG46 8.4 This Agreement shall bind and benefit the successors and assigns of the respective parties hereto. Subject to the provisions of Section 22 of the General Terms and Conditions applicable hereto, neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign or pledge this Agreement under the provisions of any mortgage, deed of trust, indenture or similar instrument. 8.5 Exhibits A, A-l, B, B-l and/or E, if applicable, and any effective Addendum attached to this Agreement constitute a part of this Agreement and are incorporated herein. 8.6 This Agreement is subject to all present and future valid laws and orders, rules, and regulations of any regulatory body of the federal or state government having or asserting jurisdiction herein. After the execution of this Agreement for firm transportation capacity from Company, each party shall make and diligently prosecute all necessary filings with federal or other governmental bodies, or both, as may be required for the initiation and continuation of the transportation service which is the subject of this Agreement and to construct and operate any facilities necessary therefor. Each party shall have the right to seek such governmental authorizations as it deems necessary, including the right to prosecute its requests or applications for such authorization in the manner it deems appropriate. Upon either party's request, the other party shall timely provide or cause to be provided to the requesting party such information and material not within the requesting party's control and/or possession that may be required for such filings. Each party shall promptly inform the other party of any changes in the representations made by such party herein and/or in the information provided pursuant to this paragraph. Each party shall promptly provide the party with a copy of all filings, notices, approvals, and authorizations in the course of the prosecution of its filings. In the event all such necessary regulatory approvals have not been issued or have not been issued on terms and conditions acceptable to Company or Shipper within twelve (12) months from the date of the initial application therefor, then Company or Shipper may terminate this Agreement without further liability or obligation to the other party by giving written notice thereof at any time subsequent to the end of such twelve-month period, but prior to the receipt of all such acceptable approvals. Such notice will be effective as of the date it is delivered to the U.S. Mail, for delivery by certified mail, return receipt requested. 8.7 If Shipper experiences the loss of any load after November 1, 1993, by direct connection of such load to the Company's system, Shipper may reduce its Transportation Demand under this Service Agreement or any other Service Agreement for firm transportation service between Shipper and Company by giving Company 30 days prior written notice of such reduction within six (6) months of the date Company initiates direct services to the industrial customer; provided, however, that any such reduction shall be applied first to the Transportation Demand under the Service Agreement with the shortest remaining contract term. In order to qualify for a reducing in its Transportation Demand, Shipper must certify and provide supporting data that: 6 Service Agreement No. FSNG46 (i) The load was actually being served by Shipper with gas transported by Company prior to November 1, 1993. (ii) If the load lost by Shipper was served under a firm contract, the daily contract quantity shall be provided. (iii) If the load lost by Shipper was served under an interruptible contract, the average daily volumes during the latest twelve months of service shall be provided. Shipper may reduce its aggregate Transportation Demand under all its Service Agreements by an amount up to the daily contract quantity in the case of the loss of a firm customer and/or up to the average daily deliveries during the latest twelve month period in the case of the loss of an interruptible customer. Such reduction shall become effective thirty days after the date of Shipper's notice that it desires to reduce its Transportation Demand. 8.8 This Agreement supersedes and cancels the following firm transportation Service Agreements between the parties hereto: FT Service Agreement #907500 dated March 1, 1995 and FT-NN Service Agreement #907501 dated March 1, 1995. IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first written above by their respective duly authorized officers. Attest: SOUTHERN NATURAL GAS COMPANY [ILLEGIBLE] By [ILLEGIBLE] - ---------------------------------- ------------------------------------ Assist. Secretary Its Executive Vice President MISSISSIPPI VALLEY GAS COMPANY [ILLEGIBLE] By -s- SANFORD NOVICK ------------------------------------ Its Executive VP & COO 7 Page 1 of 1 SoNet Premier SOUTHERN NATURAL GAS COMPANY FORM OF FIRM TRANSPORTATION SERVICE AGREEMENT CONTRACT CODE: FSNG46 EXHIBIT A
By: Sanford Novick By: [ILLEGIBLE] ---------------------------- --------------------------------- MISSISSIPPI VALLEY GAS COMPANY SOUTHERN NATURAL GAS COMPANY EFFECTIVE DATE: 11/1/00 Service Agreement No. FSNG46 EXHIBIT A-1 RECEIPT POINTS All active Receipt Points on Company's contiguous pipeline system, a current list of which shall be maintained by Company on its SoNet Premier bulletin board. SoNet Premier SOUTHERN NATURAL GAS COMPANY Page 1 of 6 RECEIPT POINTS AS OF: 07/10/00
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SoNet Premier Page 1 of 2 SOUTHERN NATURAL GAS COMPANY FORM OF FIRM TRANSPORTATION SERVICE AGREEMENT CONTRACT CODE: FSNG46 EXHIBIT B
*Pressure will be increased to 400 p.s.i.g. after completion of the relocation of the Starkville tap to the Muldon Line. SoNet Premier Page 2 of 2 SOUTHERN NATURAL GAS COMPANY FORM OF FIRM TRANSPORTATION SERVICE AGREEMENT CONTRACT CODE: FSNG46 EXHIBIT B
*Pressure will be increased to 400 p.s.i.g. after completion of the relocation of the Starkville tap to the Muldon Line. [ILLEGIBLE] [ILLEGIBLE] By: --------------------------------------- By: ______________________________ MISSISSIPPI VALLEY GAS COMPANY SOUTHERN NATURAL GAS COMPANY EFFECTIVE DATE: 11/1/00 Service Agreement No. FSNG46 EXHIBIT B-l DELIVERY POINTS All active Delivery Points on Company's contiguous pipeline system, a current list of which shall be maintained by Company on its SoNet Premier bulletin board. SoNet Premier SOUTHERN NATURAL GAS COMPANY Page 1 of 9 DELIVERY POINTS AS OF: 07/10/00
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SoNet Premier SOUTHERN NATURAL GAS COMPANY PAGE 1 FORM OF FIRM TRANSPORTATION SERVICE AGREEMENT CONTRACT CODE: FSNG46 NOTICES EXHIBIT D PIPELINE MISSISSIPPI VALLEY GAS COMPANY NOTICES AND GENERAL CORRESPONDENCE SOUTHERN NATURAL GAS COMPANY MISSISSIPPI VALLEY GAS COMPANY PO BOX 2563 PO BOX 3348 BIRMINGAM, AL ###-###-#### JACKSON, MS ###-###-#### ATTENTION: SANDY NOVICK ATTENTION: PIPELINE CUSTOMER SERVICES MISSISSIPPI VALLEY GAS COMPANY TELEPHONE NO.: (205) 325-3854 TELEPHONE NO.: (601) 961-6838 FACSIMILE MACHINE NO.: (205) 326-2038 FACSIMILE MACHINE NO.: (601) 973-7055 MISSISSIPPI VALLEY GAS COMPANY PO BOX 3348 JACKSON, MS ###-###-#### ATTENTION: TONY RICHARD MISSISSIPPI VALLEY GAS COMPANY TELEPHONE NO.: (601) 961-6846 PAGER NO.: (800) 254-5491 FACSIMILE MACHINE NO.: (601) 973-7055 DISPATCHING NOTICES - NOMINATIONS ATTENTION: PIPELINE CUSTOMER SERVICES ATTENTION: TONY RICHARD TELEPHONE NO.: (205) 325-7638 MISSISSIPPI VALLEY GAS COMPANY FACSIMILE MACHINE NO.: (205) 325-7303 TELEPHONE NO.: (601) 961-6846 PAGER NO.: (800) 254-5491 FACSIMILE MACHINE NO.: (601) 973-7055 DISPATCHING NOTICES - OPERATIONAL FLOW ORDER ATTENTION: PIPELINE CUSTOMER SERVICES ATTENTION: CHARLES HEAD TELEPHONE NO.: (205) 325-3854 MISSISSIPPI VALLEY GAS COMPANY FACSIMILE MACHINE NO.: (205) 326-2038 TELEPHONE NO.: (601) 961-6848 FACSIMILE MACHINE NO.: ( ) SoNet Premier SOUTHERN NATURAL GAS COMPANY PAGE 2 FORM OF FIRM TRANSPORTATION SERVICE AGREEMENT CONTRACT CODE: FSNG46 NOTICES EXHIBIT D PIPELINE MISSISSIPPI VALLEY GAS COMPANY ATTENTION: SANDY NOVICK MISSISSIPPI VALLEY GAS COMPANY TELEPHONE NO.: (601) 961-6838 FACSIMILE MACHINE NO.: (601) 973-7055 ATTENTION: TONY RICHARD MISSISSIPPI VALLEY GAS COMPANY TELEPHONE NO.: (601) 961-6846 PAGER NO. : (800) 254-5491 FACSIMILE MACHINE NO.: (601) 973-7055 ATTENTION: CUSTOMER SERVICE MISSISSIPPI VALLEY GAS COMPANY TELEPHONE NO.: (601) 961-6900 FACSIMILE MACHINE NO.: ( ) - 24 HOUR EMERGENCY ATTENTION: OPERATION SERVICES SEE GENERAL CORRESPONDENCE CONTACT TELEPHONE NO.: (205) 325-7223 FACSIMILE MACHINE NO.: (205) 325-7375 (1) ALTERNATE CONTACT ATTENTION: OPERATION SERVICES SEE GENERAL CORRESPONDENCE CONTACT TELEPHONE NO.: (205) 325-7305 FACSIMILE MACHINE NO.: (205) 325-7375 (2) ALTERNATE CONTACT ATTENTION: OPERATION SERVICES SEE GENERAL CORRESPONDENCE CONTACT TELEPHONE NO.: (205) 325-7308 FACSIMILE MACHINE NO.: (205) 325-7375 SoNet Premier SOUTHERN NATURAL GAS COMPANY PAGE 3 FORM OF FIRM TRANSPORTATION SERVICE AGREEMENT CONTRACT CODE: FSNG46 NOTICES EXHIBIT D PIPELINE MISSISSIPPI VALLEY GAS COMPANY PAYMENTS INVOICES BY MAIL: SOUTHERN NATURAL GAS COMPANY MISSISSIPPI VALLEY GAS COMPANY PO BOX 102502 PO BOX 3348 ATLANTA, GA 30368-0000 JACKSON, MS ###-###-#### ATTENTION: BECKY COX BY WIRE: SUN TRUST BANK MISSISSIPPI VALLEY GAS COMPANY ATLANTA TELEPHONE NO.: (601) 961-6946 ABA# 061000104 FACSIMILE MACHINE NO.: (601) 973-7055 A/C# 8800598453