Gas Transportation Agreement between Texas Gas Transmission Corporation and Mississippi Valley Gas Company (Contract No. T018170)
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This agreement, dated October 29, 2001, is between Texas Gas Transmission Corporation and Mississippi Valley Gas Company. Texas Gas agrees to transport up to 20,476 MMBtu of natural gas per day for Mississippi Valley Gas, receiving gas at specified points and delivering it to designated locations. The agreement outlines scheduling, measurement, rates, and conditions for service, and is effective for one year starting November 1, 2001, with automatic one-year renewals unless either party gives a year's notice to terminate.
EX-10.13(D) 13 d10753exv10w13xdy.txt GAS TRANSPORTATION AGREEMENT EXHIBIT 10.13(d) T-018170 GAS TRANSPORTATION AGREEMENT CONTRACT NUMBER T018170 BETWEEN TEXAS GAS TRANSMISSION CORPORATION AND MISSISSIPPI VALLEY GAS COMPANY DATED OCTOBER 29, 2001 INDEX
EXHIBIT "A" FIRM POINT(S) OF RECEIPT EXHIBIT "A-I" SECONDARY POINT(S) OF RECEIPT EXHIBIT "B" FIRM POINT(S) OF DELIVERY EXHIBIT "C" SUPPLY LATERAL CAPACITY STANDARD FACILITIES KEY FIRM TRANSPORTATION AGREEMENT THIS AGREEMENT, made and entered into this 29th day of October, 2001, by and between Texas Gas Transmission Corporation, a Delaware corporation, hereinafter referred to as "Texas Gas," and Mississippi Valley Gas Company, a Mississippi 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 20,476 MMBtu per day, which shall be Customer's Firm Transportation Contract Demand. 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. 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. 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 four (4) 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. 2 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 November 1, 2001, and remain in full force and effect for a primary term beginning November 1, 2001, (with the rates and charges described in Article VIII becoming effective on that date) and extending for a period of one year(s) from that date, or through October 31, 2002; with extensions of one year at the end of the primary term and each additional term thereafter unless written notice is given at least three hundred sixty-five (365) days 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 in Section 3, "Measuring and Measuring Equipment," contained in the General Terms and Conditions 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 and Section 30 of the General Terms and Conditions. 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 3 demand, 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 Texas Gas's FERC Gas 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. 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 4 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 bill 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 3800 Frederica Street Post Office Box 20008 Owensboro, Kentucky 42304 Attention: Gas Revenue Accounting (Billings and Statements) Marketing Administration (Other Matters) Scheduling and Imbalances (Nominations) Fax ###-###-#### Customer Mississippi Valley Gas Company 711 West Capitol Street Jackson, Mississippi ###-###-#### Attention: Mr. Sanford Novick 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 FERC Gas Tariff. 9.3 This Agreement shall be governed by the laws of the Commonwealth 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. 9.6 This Agreement 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 and subject to the requirements of Section 25.7 of the General Terms and Conditions of Texas Gas's FERC Gas Tariff. 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 5 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective representatives thereunto duly authorized, on the day and year first above written. ATTEST: TEXAS GAS TRANSMISSION CORPORATION - -s- SHERRY L. RICE By -s- H. DEAN JAMES II - -------------------------------- ------------------------------- Assist. Secretary Vice President WITNESSES: MISSISSIPPI VALLEY GAS COMPANY ________________________________ By -s- SANFORD NOVICK ------------------------------- ________________________________ Attest: [ILLEGIBLE] -------------------------- Secretary Date of Execution by Customer: November 19, 2001 6 CONTRACT NO. T018170 EXHIBIT A FIRM POINT(S) OF RECEIPT MISSISSIPPI VALLEY GAS COMPANY FIRM TRANSPORTATION AGREEMENT
EFFECTIVE DATE: November 1, 2001 CONTRACT NO. T018170 EXHIBIT A FIRM POINT(S) OF RECEIPT MISSISSIPPI VALLEY GAS COMPANY FIRM TRANSPORTATION AGREEMENT
EFFECTIVE DATE: November 1, 2001 EXHIBIT "A-I" SECONDARY POINT(S) OF RECEIPT
A-I-1
A-I-2
A-I-3 EXHIBIT "A-I" SECONDARY POINT(S) OF RECEIPT
A-I-1
A-I-2 CONTRACT NO. T018170 Contract Demand 20,476 MMBtu/D EXHIBIT "B" POINT(S) OF DELIVERY ZONE 1
NOTE: SEE ATTACHED STANDARD FACILITIES KEY FOR EXPLANATION OF FACILITIES. *MINIMUM DELIVERY PRESSURE B-1
NOTE: SEE ATTACHED STANDARD FACILITIES KEY FOR EXPLANATION OF FACILITIES. *MINIMUM DELIVERY PRESSURE B-2 CONTRACT NO. T018170 FIRM TRANSPORTATION AGREEMENT EXHIBIT C SUPPLY LATERAL CAPACITY MISSISSIPPI VALLEY GAS COMPANY
EFFECTIVE DATE: November 1, 2001 STANDARD FACILITIES KEY (1) Measurement facilities are owned, operated, and maintained by Texas Gas Transmission Corporation. (2) Measurement facilities are owned, operated, and maintained by ANR Pipeline Company. (3) Measurement facilities are owned, operated, and maintained by Reliant Energy-Arkla. (4) Measurement facilities are owned by Texas Gas Transmission Corporation and operated and maintained by Kerr-McGee Corporation. (5) Measurement facilities are owned, operated, and maintained by Koch Gateway Pipeline Company. (6) Measurement facilities are owned by Texas Gas Transmission Corporation and operated and maintained by Koch Midstream Services Company. (7) Measurement facilities are owned, operated, and maintained by Kerr-McGee Corporation. (8) Measurement facilities are owned, operated, and maintained by Louisiana Intrastate Gas Corporation. (9) Measurement facilities are owned, operated, and maintained by CMS Trunkline Gas Company. (10) Measurement facilities are owned, operated, and maintained by Columbia Gulf Transmission Company. (11) Measurement facilities are owned by Texas Gas Transmission Corporation and operated and maintained by Columbia Gulf Transmission Company. (12) Measurement facilities are owned, operated, and maintained by Florida Gas Transmission Company. (13) Measurement facilities are owned by Texas Gas Transmission Corporation and operated and maintained by ANR Pipeline Company. (14) Measurement facilities are owned by Champlin Petroleum Company and operated and maintained by ANR Pipeline Company. (15) Measurement facilities are owned by Transcontinental Gas Pipe Line Corporation and operated and maintained by ANR Pipeline Company. (16) Measurement facilities are jointly owned by others and operated and maintained by ANR Pipeline Company. (17) Measurement facilities are owned by Koch Gateway Pipeline Company and operated and maintained by ANR Pipeline Company. (18) Measurement facilities are owned by Texas Gas Transmission Corporation and operated and maintained by Texas Eastern Transmission Corporation. (19) Measurement facilities are owned by Texas Gas Transmission Corporation and operated and maintained by Natural Gas Pipeline Company of America. (20) Measurement facilities are owned by Louisiana Intrastate Gas Corporation and operated and maintained by Texas Gas Transmission Corporation. (21) Measurement facilities are owned, operated, and maintained by Texas Eastern Transmission Corporation. (22) Measurement facilities are owned by Kerr-McGee Corporation and operated and maintained by ANR Pipeline Company. (23) Measurement facilities are operated and maintained by ANR Pipeline Company. (24) Measurement facilities are owned, operated, and maintained by Transcontinental Gas Pipe Line Corporation. (25) Measurement facilities are owned by Texas Gas Transmission Corporation and operated and maintained by Tennessee Gas Pipeline Company. (26) Measurement facilities are owned, operated, and maintained by Northern Natural Gas Company. (27) Measurement facilities are owned and maintained by Faustina Pipeline Company and operated by Texas Gas Transmission Corporation. (28) Measurement facilities are owned by Samedan and operated and maintained by ANR Pipeline Company. (29) Measurement facilities are owned by Texas Gas Transmission Corporation and operated and maintained by CNG Producing. (30) Measurement facilities are owned, operated, and maintained by Devon Energy Corporation. (31) Measurement facilities are owned by Energen Resources MAQ, Inc. and operated and maintained by Texas Gas Transmission Corporation. (32) Measurement facilities are owned by Texas Gas Transmission Corporation and operated and maintained by Trunkline Gas Company. (33) Measurement facilities are owned by Linder Oil Company and operated and maintained by Texas Gas Transmission Corporation. (34) Measurement facilities are owned, operated, and maintained by Mississippi River Transmission Corporation. (35) Measurement facilities are owned, operated, and maintained by Texaco Inc. (36) Measurement facilities are owned by Texas Gas Transmission Corporation and operated and maintained by Louisiana Resources Company. (37) Measurement facilities are owned, operated, and maintained by Louisiana Resources Company. (38) Measurement facilities are owned by Oklahoma Gas Pipeline Company and operated and maintained by ANR Pipeline Company. (39) Measurement and interconnecting pipeline facilities are owned and maintained by Louisiana Resources Company. The measurement facilities are operated and flow controlled by Texas Gas Transmission Corporation. (40) Measurement facilities are owned by Hall-Houston and operated and maintained by ANR Pipeline Company. (41) Measurement facilities are owned, operated, and maintained as specified in Exhibit "B". (42) Measurement facilities are owned by Enron Corporation and operated and maintained by Texas Gas Transmission Corporation. (43) Measurement facilities are owned by United Cities Gas Company and operated and maintained by TXG Engineering, Inc. (44) Measurement facilities are owned, operated, and maintained by Reliant Energy Gas Transmission Company. (45) Measurement facilities are owned by Falcon Seaboard Gas Company and operated and maintained by Texas Gas Transmission Corporation. (46) Measurement facilities are owned by ANR Pipeline Company and operated and maintained by High Island Offshore System. (47) Measurement facilities are owned by Forest Oil Corporation, et al., and operated and maintained by Tenneco Gas Transportation Company. (48) Measurement facilities are owned by PSI, Inc., and operated and maintained by ANR Pipeline Company. (49) Measurement facilities are owned, operated, and maintained by Tennessee Gas Pipeline Company. (50) Measurement facilities are owned, operated, and maintained by Colorado Interstate Gas Company. (51) Measurement facilities are owned by Producer's Gas Company and operated and maintained by Natural Gas Pipeline Company of America. (52) Measurement facilities are owned by Zapata Exploration and operated and maintained by ANR Pipeline Company. (53) Measurement facilities are jointly owned by Amoco, Mobil, and Union; operated and maintained by ANR Pipeline Company. (54) Measurement facilities are owned, operated, and maintained by PG&E Texas Pipeline, L.P. (55) Measurement facilities are owned by Walter Oil and Gas and operated and maintained by Columbia Gulf Transmission Company. (56) Measurement facilities are operated and maintained by Natural Gas Pipeline Company of America. (57) Measurement facilities are operated and maintained by Texas Gas Transmission Corporation. (58) Measurement facilities are operated and maintained by Tennessee Gas Pipeline Company. (59) Measurement facilities are operated and maintained by Columbia Gulf Transmission Company. (60) Measurement facilities are owned, operated, and maintained by Midwestern Gas Transmission Company. (61) Measurement facilities are owned, operated, and maintained by Western Kentucky Gas Company. (62) Measurement facilities are owned by Egan Hub Partners, L. P., and operated and maintained by Texas Gas Transmission Corporation. (63) Measurement facilities are owned and maintained by Louisiana Chalk Gathering System and operated by Texas Gas Transmission Corporation. (64) Measurement facilities are owned, operated, and .maintained by Nautilus Pipeline Company.