Natural Gas Transportation Service Agreement between Transcontinental Gas Pipe Line Corporation and North Carolina Natural Gas Corporation (February 1, 1992)
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This agreement is between Transcontinental Gas Pipe Line Corporation (Seller) and North Carolina Natural Gas Corporation (Buyer). It consolidates previous transportation service agreements into a single long-term contract, under which the Seller will transport up to 141,000 Mcf of natural gas per day for the Buyer on a firm basis. The agreement is effective from February 1, 1992, until January 31, 2013, and may be extended or terminated with three years' notice. The Buyer pays according to the Seller's tariff, and both parties have specific obligations regarding delivery, receipt, and payment for transportation services.
EX-10.45 4 g86837exv10w45.txt EX-10.45 Exhibit 10.45 Contract # 0.3717 SERVICE AGREEMENT between TRANSCONTINENTAL GAS PIPE LINE CORPORATION and NORTH CAROLINA NATURAL GAS CORPORATION DATED February 1, 1992 SERVICE AGREEMENT THIS AGREEMENT entered into this first day of February, 1992, by and between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware corporation, hereinafter referred to as "Seller," first party, and NORTH CAROLINA NATURAL GAS CORPORATION, hereinafter referred to as "Buyer," second party, WITNESSETH WHEREAS, Buyer and Seller desire to consolidate the existing limited term and long term firm transportation service agreements between Buyer and Seller into a single long term service agreement under Seller's Rate Schedule FT. NOW, THEREFORE, Seller and Buyer agree as follows: ARTlCLE I GAS TRANSPORTATION SERVICE 1. Subject to the terms and provisions of this agreement and of Seller's Rate Schedule FT, Buyer agrees to deliver or cause to be delivered to Seller gas for transportation and Seller agrees to receive, transport and redeliver natural gas to Buyer or for the account of Buyer, on a firm basis, up to the dekatherm equivalent of a Transportation Contract Quantity ("TCQ") of 141,000 Mcf per day. 2. Transportation service rendered hereunder shall not be subject to curtailment or interruption except as provided in Section 11 of the General Terms and Conditions of Seller's FERC Gas Tariff. ARTICLE II POINT(S) OF RECEIPT Buyer shall deliver or cause to be delivered gas at the Point(s) of receipt hereunder at a pressure sufficient to allow the gas to enter Seller's pipeline system at the varying pressures that may exist in such system from time to time; provided, however, that such pressure of the gas delivered or caused to be delivered by Buyer shall not exceed the maximum operating pressure(s) specified below. In the event the maximum operating pressure(s) of Seller's pipeline system, at the Point(s) of receipt hereunder, is from time to time increased or decreased, then the maximum allowable pressure(s) of the gas delivered or caused to be delivered by Buyer to Seller at the point(s) of receipt shall be correspondingly increased or decreased upon written notification of Seller to Buyer. The point(s) of receipt for natural gas received for transportation pursuant to this agreement shall be: See Exhibit A, attached hereto, for points of receipt. ARTICLE III POINT(S) OF DELIVERY Seller shall redeliver to Buyer or for the account of Buyer the gas transported hereunder at the following point(s) of delivery and at a pressure(s) of: SEE Exhibit B, attached hereto, for points of delivery and pressures. -1- SERVICE AGREEMENT (Continued) ARTICLE IV TERM OF AGREEMENT This agreement shall be effective as of February 1, 1992 and shall remain in force and effect until 8:00 a.m. Eastern Standard Time January 31, 2013 and thereafter until terminated by Seller or Buyer upon at least three (3) years written notice; provided, however, this agreement shall terminate immediately and, subject to the receipt of necessary authorizations, if any, Seller may discontinue service hereunder if (a) Buyer, in Seller's reasonable judgement fails to demonstrate credit worthiness, and (b) Buyer fails to provide adequate security in accordance with Section 8.3 of Seller's Rate Schedule FT. As set forth in Section 8 of Article II or Seller's August 7, 1989 revised Stipulation and Agreement in Docket Nos. RP88-68 et al., (a) pregranted abandonment under Section 284.221 (d) of the Commission's Regulations shall not apply to any long term conversions from firm sales service to transportation service under Seller's Rate Schedule FT and (b) Seller shall not exercise its right to terminate this service agreement as it applies to transportation service resulting from conversions from firm sales service so long as Buyer is willing to pay rates no less favorable than Seller is otherwise able to collect from third parties for such service. ARTICLE V RATE SCHEDULE AND PRICE 1. Buyer shall pay Seller for natural gas delivered to Buyer hereunder in accordance with Seller's Rate Schedule FT and the applicable provisions of the General Terms and Conditions of Seller's FERC Gas Tariff as filed with the Federal Energy Regulatory Commission, and as the same may be legally amended or superseded from time to time. Such Rate Schedule and General Terms and Conditions are by this reference made a part hereof. 2. Seller and Buyer agree that the quantity of gas that Buyer delivers or causes to be delivered to Seller shall include the quantity of gas retained by Seller for applicable compressor fuel, line loss make-up (and injection fuel under Seller's Rate Schedule GSS, if applicable) in providing the transportation service hereunder, which quantity may be changed from time to time and which will be specified in the currently effective Sheet No. 44 of Volume No. 1 of this Tariff which relates to service under this agreement and which is incorporated herein. 3. In addition to the applicable charges for firm transportation service pursuant to Section 3 of Seller's Rate Schedule FT, Buyer shall reimburse Seller for any and all filing fees incurred as a result of Buyer's request for service under Seller's Rate Schedule FT, to the extent such fees are imposed upon Seller by the Federal Energy Regulatory Commission or any successor governmental authority having jurisdiction. ARTICLE VI MISCELLANEOUS 1. This Agreement supersedes and cancels as of the effective date hereof the following contract(s) between the parties hereto: FT Service Agreement dated April 1, 1991, as amended August 1, 1991 (system contract 0.3717); FT (limited term) Service Agreement dated April 10, 1990, as amended April 1, 1991 and August 1, 1991 (system contract 0.3433/0.3464) the term of which Buyer and Seller hereby agree to extend until the effective date of service hereunder. -2- SERVICE AGREEMENT (CONTINUED) 2. No waiver by either 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 future default or defaults, whether of a like or different character. 3. The interpretation and performance of this agreement shall be in accordance with the laws of the State of North Carolina, without recourse to the law governing conflict of laws, and to all present and future valid laws with respect to the subject matter, including present and future orders, rules and regulations of duly constituted authorities. 4. This agreement shall be binding upon, and inure to the benefit of the parties hereto and their respective successors and assigns. 5. Notices to either party shall be in writing and shall be considered as duly delivered when mailed to the other party at the following address: (a) If to Seller: Transcontinental Gas Pipe Line Corporation P.O. Box 1396 Houston, Texas, 77251 Attn: Director - Transportation Services (b) If to Buyer: North Carolina Natural Gas Corporation P. O. Box 909 Fayetteville, North Carolina 28302 Attn: Mr. Gerald A. Teele Such addresses may be changed from time to time by mailing appropriate notice thereof to the other party by certified or registered mail. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be signed by their respective officers or representatives thereunto duly authorized. TRANSCONTINENTAL GAS PIPE LINE CORPORATION (Seller) By: /s/ Thomas E. Skains -------------------- Thomas E. Skains Senior Vice President Transportation and Customer Services NORTH CAROLINA NATURAL GAS CORPORATION (Buyer) By: /s/ Cal B. Wells ---------------- Title: President -3- SYSTEM CONTRACT #3717 EXHIBIT "A" (FT)
Buyer shall not tender, without the prior consent of Seller, at any point(s) of receipt on any day a quantity in excess of the applicable Buyer's Cumulative Mainline Capacity Entitlement for such point(s) of receipt. - --------------------------------------- * These quantities do not include the additional quantities of gas retained by Seller for applicable compressor fuel and line loss make-up provided for in Article V, 2 of this Service Agreement, which are subject to change as provided for in Article V, 2 hereof. ** Receipt of gas by displacement only. TRANSCONTINENTAL GAS PIPE LINE CORPORATION EXHIBIT B
- -------------------------------------- * Delivery to Seller's Washington Storage Field for injection into storage is subject to the terms, conditions and limitations of Seller's WSS Rate Schedule. B-1
