SERVICE AGREEMENT
(EFT Service)
AGREEMENT made this 1st day of August, 1993, by and between NATIONAL FUEL
GAS SUPPLY CORPORATION, a Pennsylvania corporation, hereinafter called
"Transporter" and NATIONAL FUEL GAS DISTRIBUTION CORPORATION, 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 EFT Rate Schedule, Transporter agrees to transport
for Shipper's account up to the following quantities of natural gas:
Contract Maximum Daily Transportation Quantity (MDTQ) of 1,148,648 Dekatherms
(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 EFT
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.
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Shipper agrees to reimburse Transporter for the filing fees associated with
this service and paid to the Commission.
ARTICLE III
Term of Agreement
This Agreement shall be effective as of the effective date of the tariff
sheets implementing the restructuring of Transporter's services in Docket No.
RS92-21, and shall continue in effect until March 31, 2003, and shall continue
in effect from year to year thereafter until terminated by either Shipper or
Transporter upon twelve (12) months written notice to the other.
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 receipt entitlements
applicable to each point of receipt, or combinations of receipt points, are set
forth in Appendix A.
The Point(s) of Delivery for all gas to be delivered by Transporter for
Shipper's account are set forth in Appendix B.
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 EFT, 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
Cancellation of Prior Contracts
If this Agreement becomes effective as an executed service agreement, it
shall supersede and cancel all prior firm sales agreements between the parties,
including but not limited to the Service Agreement dated November 1, 1974
between National Fuel Gas Distribution Corporation as Buyer and National Fuel
Gas Supply Corporation as Seller, and the agreement dated October 3, 1952,
between United Natural Gas Company and Mercer Gas Light and Fuel Company.
<PAGE 3>
ARTICLE VII
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 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.
4. Except as herein otherwise provided, any notice, request, demand,
statement or bill 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
10 Lafayette Square
Buffalo, New York 14203
Shipper: National Fuel Gas Distribution
Corporation
10 Lafayette Square
Buffalo, New York 14203
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. Transporter and Shipper shall proceed with due diligence to obtain such
governmental and other regulatory authorizations as may be required for the
rendition of the services contemplated herein, provided that Transporter
reserves the right to file and prosecute applications for such authorizations,
any supplements or amendments thereto and, if necessary, any court review, in
such manner as it deems to be in its best interest, including the right to
withdraw the application or to file pleadings and motions (including motions for
dismissal).
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6. 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.
7. 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.
8. 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.
9. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized personnel and attested by their respective
Secretaries or Assistant Secretaries, the day any year first above written.
NATIONAL FUEL GAS SUPPLY
CORPORATION
Transporter
Attest:
/s/ R. M. DiValerio By /s/ Richard Hare
Secretary President
(Corporate Seal)
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
Shipper
Attest:
/s/ David F. Smith By /s/ P.C. Ackerman
Secretary President
(Corporate Seal)
<PAGE 5>
Appendix A to
EFT Service Agreement
Between
NATIONAL FUEL GAS SUPPLY CORPORATION
AND
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
RECEIPT POINTS AND RECEIPT ENTITLEMENTS
<PAGE 6>
Appendix B to
EFT Service Agreement
Between
NATIONAL FUEL GAS SUPPLY CORPORATION
AND
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
<PAGE 7>
Appendix A is a list of about 2,000 receipt points including some information on
each receipt point. Appendix B is a list of about 2,000 delivery points
including some information on each delivery point. Both Appendices are omitted
from this filing but are available from the Company on request.