Exhibit 10(b)
Request 0053
TRANSPORTATION-STORAGE SERVICE AGREEMENT
UNDER RATE SCHEDULE TSS
THIS AGREEMENT is made and entered into this 1st day of
October, 1993 by and between WILLIAMS NATURAL GAS COMPANY, a
Delaware corporation, having its principal office in Tulsa,
Oklahoma, hereinafter referred to as "WNG" and WESTERN RESOURCES,
INC., a Kansas corporation, having its principal office in
Topeka, Kansas, hereinafter referred to as "Shipper."
IN CONSIDERATION of the premises and of the mutual covenants
and agreements herein contained, WNG and Shipper agree as
follows:
ARTICLE I
QUANTITY
1.1 Subject to the provisions of this Agreement and of
WNG's Rate Schedule TSS, WNG agrees to receive such quantities of
natural gas as Shipper may cause to be tendered to WNG at the
Primary Receipt Point(s) designated on Exhibit A which are
selected from WNG's Master Receipt Point List, as revised from
time to time, for transportation and storage on a firm basis;
provided, however, that in no event shall WNG be obligated to
receive on any day in excess of the Maximum Daily Quantity (MDQ)
for each Primary Receipt Point or of the Maximum Daily
Transportation Quantity (MDTQ) for all Primary Receipt Points
within any area, all as set forth on Exhibit A.
1.2 WNG agrees to deliver and Shipper agrees to accept (or
cause to be accepted) at the Primary Delivery Point(s) taken from
the Master Delivery Point List and designated on Exhibit B a
quantity of natural gas thermally equivalent to the quantity
received by WNG for transportation and withdrawn from storage as
provided in Article 1.3 hereunder less appropriate reductions for
fuel and loss as provided in WNG's Rate Schedule TSS; provided,
however, that WNG shall not be obligated to deliver on any day
quantities in excess of the MDQ for each Primary Delivery Point
or in excess of the MDTQ within any area for all Primary Delivery
Points, all as set forth on Exhibit B.
1.3 Subject to the provisions of this Agreement and of
WNG's Rate Schedule TSS, WNG agrees to (a) inject and store such
quantities of natural gas up to the Maximum Storage Quantity
(MSQ) and the Maximum Daily Injection Quantity (MDIQ) as Shipper
may cause to be tendered to WNG for injection into storage, less
appropriate reductions for fuel and loss, and (b) withdraw such
quantities of natural gas up to Shipper's gas in storage and the
Maximum Daily Withdrawal Quantity (MDWQ) reflected on Exhibit C,
all on a firm basis.
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ARTICLE II
DELIVERY POINT(S) AND DELIVERY PRESSURE
2.1 Natural gas to be delivered hereunder by WNG to or on
behalf of Shipper shall be delivered at the outlet side of the
measuring station(s) at or near the Delivery Point(s) designated
on Exhibit B at WNG's line pressure existing at such Delivery
Point(s).
ARTICLE III
RATE, RATE SCHEDULE AND GENERAL TERMS AND CONDITIONS
3.1 Shipper shall pay WNG each month for all service
rendered hereunder the then-effective, applicable rates and
charges under WNG's Rate Schedule TSS, as such rates and charges
and Rate Schedule TSS may hereafter be modified, supplemented,
superseded or replaced generally or as to the service hereunder.
Shipper agrees that WNG shall have the unilateral right from time
to time to file with the appropriate regulatory authority and
make effective changes in (a) the rates and charges applicable to
service hereunder, (b) the rate schedule(s) pursuant to which
service hereunder is rendered, or (c) any provision of the
General Terms and Conditions incorporated by reference in such
rate schedule(s); provided, however, Shipper shall have the right
to protest any such changes.
3.2 This Agreement in all respects is subject to the
provisions of Rate Schedule TSS, or superseding rate schedule(s),
and applicable provisions of the General Terms and Conditions
included by reference in said Rate Schedule TSS, all of which are
by reference made a part hereof.
ARTICLE IV
TERM
4.1 This Agreement shall become effective on the date of
execution and shall continue in full force and effect for an
original term until 7:00 a.m., local time on October 1, 2013;
provided, however, this Agreement shall be considered as renewed
and extended beyond such original term for successive five (5)
year terms thereafter, unless canceled, effective at the end of
the primary term or at the end of any subsequent five (5) year
term, by six (6) months advance written notice by either party.
4.2 This Agreement may be suspended or terminated by WNG in
the event Shipper fails to pay all of the amount of any bill
rendered by WNG hereunder when that amount is due; provided,
however, WNG shall give Shipper and the FERC thirty (30) days
Request 0053
notice prior to any suspension or termination of service.
Service may continue hereunder if within the thirty-day notice
period satisfactory assurance of payment is made by Shipper in
accord with Article 18 of the General Terms and Conditions.
Suspension or termination of this Agreement shall not excuse
Shipper's obligation to pay all demand and other charges for the
original term of the
Agreement.
ARTICLE V
NOTICES
5.1 Unless otherwise agreed to in writing by the parties,
any notice, request, demand, statement or bill respecting this
Agreement shall be in writing and shall be deemed given when
placed in the regular mail or certified mail, postage prepaid and
addressed to the other party, or sent by overnight delivery
service, or by facsimile, at the following addresses or facsimile
numbers, respectively:
To Shipper:
Billing:
WESTERN RESOURCES, INC.
818 Kansas Ave.
Topeka, KS 66612 Attn: Gas Supply Dept.
Phone: 913/575-6377
Fax: 913/575-6405
Notices:
WESTERN RESOURCES, INC.
818 Kansas Ave.
Topeka, KS 66612 Attn: Gas Supply Dept.
Phone: 913/575-1910
Fax: 913/575-6405
To WNG:
Payments:
Williams Natural Gas Company
P. 0. Box 3288
Tulsa, OK 74101
Attention: Revenue Accounting
All Notices:
Williams Natural Gas Company
P. 0. Box 3288
Tulsa, OK 74101
Attention: Manager - Transportation Services
Fax: 918/588-3108
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ARTICLE VI
MISCELLANEOUS
6.1 The interpretation, performance and enforcement of this
Agreement shall be construed in accordance with the laws of the
State of Oklahoma.
6.2 As of the date of execution of Exhibits A, B, and C
attached to this Agreement, such executed exhibits shall be
incorporated by reference as part of this Agreement. The parties
may amend Exhibits A, B, and C by mutual agreement, which
amendment shall be reflected in a revised Exhibit A, B, and C and
shall be incorporated by reference as part of this Agreement.
6.3 Any Service Agreements under Rate Schedule TSS shall
not cover service under both TSS-P and TSS-M.
6.4 OTHER THAN AS MAY BE SET FORTH HEREIN, WNG MAKES NO
OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT
LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR
MERCHANTABILITY.
6.5 Other Miscellaneous
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
ATTEST: WILLIAMS NATURAL GAS COMPANY
By: By: /s/ James O. Henderson
Assistant Secretary Title: Director,
Transportation
Services
ATTEST/WITNESS: WESTERN RESOURCES, INC.
By: /s/ Stacy F.Kramer By: /s/ Richard H. Tangeman
Title Assistant Secretary Title: Assistant Vice President,
Gas Supply, As Shipper