EXHIBIT 10-A-25
SERVICE AGREEMENT
between
CNG TRANSMISSION CORPORATION
and
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
DATED
October 17, 1995
SERVICE AGREEMENT
APPLICABLE TO THE STORAGE OF NATURAL GAS
UNDER RATE SCHEDULE GSS
(PART 284)
AGREEMENT made as of this October 17, 1995, by and between CNG
TRANSMISSION CORPORATION, a Delaware corporation, hereinafter called "Pipeline,"
and PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INC., a North Carolina
corporation, hereinafter called "Customer."
WHEREAS, on October 4, 1993, Pipeline and Rochester Gas and Electric
Corporation ("RG&E") entered into a Marketing Agreement that was designed to
permit Pipeline to assist RG&E in marketing RG&E's upstream transportation
capacity on Texas Eastern Transmission Corporation ("Texas Eastern"), Tennessee
Gas Pipeline Company ("Tennessee"), and on-system storage demand and capacity,
and related transportation capacity on Pipeline;
WHEREAS, Pipeline and Customer entered into a Letter Agreement on
September 17, 1993, in which it was agreed that Customer would acquire part of
the RG&E capacity;
WHEREAS, Pipeline and Texas Eastern sought authorization of the
Federal Energy Regulatory Commission ("FERC") as necessary to construct
facilities and to provide certain services to Customer, in two FERC dockets:
Texas Eastern Transmission Corporation, Docket No. CP94-6-000, and CNG
Transmission Corporation, Docket No. CP94-89-000;
WHEREAS, by order issued November 1, 1994, in the referenced dockets
(69 FERC P. 61,132 (1994)), the FERC granted Pipeline and Texas Eastern
certificates of public convenience and necessity, but materially modified
portions of the original proposal and refused to rule on other portions;
WHEREAS, on January 12, 1995, Pipeline and Customer entered into a
Letter Agreement amending the September 17, 1993 Agreement, so that Customer's
capacity would be established in two phases:
Phase I beginning on April 1, 1995 for 720,000 Dt of Storage Capacity
under Pipeline's Rate Schedule GSS with a related Storage Demand of
12,000 Dt/day, and on November 1, 1995 for firm transportation capacity
of 8,000 Dt/day on Pipeline's system; and
Phase II beginning on April 1, 1996 for 360,000 Dt of additional
Storage Capacity under Pipeline's Rate Schedule GSS with a related
Storage Demand of 6,000 Dt/day, and November 1, 1996 for 4,000 Dt/day
of firm transportation capacity on Pipeline's system;
WHEREAS, on February 1, 1995, Pipeline and RG&E entered into a
Replacement Marketing Agreement to reflect the modifications in the November 1,
1994, FERC Order; and
WHEREAS, Pipeline and Texas Eastern filed a Joint Stipulation and
Agreement in the referenced dockets on February 21, 1995, which the FERC
approved by order issued May 31, 1995, authorizing certain services by Pipeline
for Customer including the services reflected in this Service Agreement (71 FERC
P. 61,244 (1995));
NOW, THEREFORE, WITNESSETH: That in consideration of the mutual
covenants herein contained, the parties hereto agree that Pipeline will store
natural gas for Customer during the term, at the rates and on the terms and
conditions hereinafter provided and, with respect to gas delivered by each of
the parties to the other, under and subject to Pipeline's Rate Schedule GSS and
all of the General Terms and Conditions contained in Pipeline's FERC Gas Tariff
and any revisions thereof that may be made effective hereafter:
ARTICLE I
Quantities
Beginning as of April 1, 1995 and thereafter for the remaining term of
this agreement, Customer agrees to deliver to Pipeline and Pipeline agrees to
receive for storage in Pipeline's underground storage properties, and Pipeline
agrees to inject or cause to be injected into storage for Customer's account,
store, withdraw from storage, and deliver to Customer and Customer agrees to
receive, quantities of natural gas as set forth on Exhibit A, attached hereto.
ARTICLE II
Rate
A. For storage service rendered by Pipeline to Customer hereunder,
Customer shall pay Pipeline the maximum rates and charges provided under Rate
Schedule GSS contained in Pipeline's effective FERC Gas Tariff or any effective
superseding rate schedule.
B. Pipeline shall have the right to propose, file and make effective
with the Federal Energy Regulatory Commission or any other body having
jurisdiction, revisions to any applicable rate schedule, 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 Customer; provided,
however, that (i) Section 2 of Rate Schedule GSS "Applicability and Character of
Service," (ii) term, (iii) quantities, and (iv) points of receipt and points of
delivery shall not be subject to unilateral change under this Article. Said rate
schedule or superseding rate schedule and any revisions thereof which shall be
filed and made effective shall apply to and become a part of this Service
Agreement. The filing of such changes and revisions to any applicable rate
schedule shall be without prejudice to the right of Customer to contest or
oppose such filing and its effectiveness.
C. The Storage Demand Charge and the Storage Capacity Charge provided
in the aforesaid rate schedule shall commence on April 1, 1995.
ARTICLE III
Term of Agreement
Subject to all the terms and conditions herein, this Agreement shall be
effective as of April 1, 1995, and shall continue in effect for a primary term
through and including March 31, 2016, and for subsequent annual terms of April 1
through March 31 thereafter, until either party terminates this Agreement by
giving written notice to the other at least twenty-four months prior to the
start of an annual term.
ARTICLE IV
Points of Receipt and Delivery
The Points of Receipt for Customer's tender of storage injection
quantities, and the Point(s) of Delivery for withdrawals from storage shall be
specified on Exhibit A, attached hereto.
ARTICLE V
Incorporation By Reference of Tariff Provisions
To the extent not inconsistent with the terms and conditions of this
Agreement, the following provisions of Pipeline's effective FERC Gas Tariff, and
any revisions thereof that may be made effective hereafter are hereby made
applicable to and a part hereof by reference:
1. All of the provisions of Rate Schedule GSS, or any effective super-
seding rate schedule or otherwise applicable rate schedule; and
2. All of the provisions of the General Terms and Conditions, as they
may be revised or superseded from time to time.
ARTICLE VI
Miscellaneous
A. No change, modification or alteration of this Agreement shall be or
become effective until executed in writing by the parties hereto; provided,
however, that the parties do not intend that this Article VI.A. requires a
further written agreement either prior to the making of any request or filing
permitted under Article II hereof or prior to the effectiveness of such request
or filing after Commission approval, provided further, however, that nothing in
this Agreement shall be deemed to prejudice any position the parties may take as
to whether the request, filing or revision permitted under Article II must be
made under Section 7 or Section 4 of the Natural Gas Act.
B. Any notice, request or demand provided for in this Agreement, or any
notice which either party may desire to give the other, shall be in writing and
sent to the following addresses:
Pipeline: CNG Transmission Corporation
445 West Main Street
Clarksburg, West Virginia 26301
Attention: Vice President, Marketing and
Customer Services
Customer: Public Service Company of North Carolina, Inc.
400 Cox Road
P.O. Box 1398
Gastonia, NC 28053-1398
Attention: Sr. Vice President, Gas Supply &
Marketing
or at such other address as either party shall designate by formal written
notice.
C. 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.
D. The subject headings of the provisions of this Agreement are in-
serted for the purpose of convenient reference and are not intended to
become a part of or to be considered in any interpretation of such provisions.
E. The capacity herein is in addition to the services currently
provided by Pipeline to Customer. Therefore, this Service Agreement does not
supersede or cancel any current Service Agreement between Customer and Pipeline.
If this Service Agreement becomes effective as an executed Service Agreement,
its quantities shall be in addition to the contract quantities set forth in
Exhibit A to the Service Agreement between Customer and Pipeline under Rate
Schedule GSS, dated October 8, 1993, effective November 1, 1993.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officials as of the day and year first above
written.
CNG TRANSMISSION CORPORATION
(Pipeline)
By: s\ Joseph A. Curia
Its: Vice President
PUBLIC SERVICE COMPANY OF NORTH
CAROLINA, INC.
(Customer)
By: s\ Franklin H. Yoho
Its: Senior Vice President -
Marketing & Gas Supply
(Title)
EXHIBIT A
To The Storage Service Agreement
Dated October 17, 1995
Between CNG Transmission Corporation and
Public Service Company of North Carolina, Inc.
A. Quantities
The quantities of natural gas storage service which Customer may utilize
under this Service Agreement, as well as Customer's applicable Billing
Determinants, are as follows:
1. Effective upon implementation of Phase I, commencing November 1,
1995:
a. Storage Capacity of 720,000 Dekatherms (Dt), and
b. Storage Demand of 12,000 Dt per day.
2. Effective upon implementation of Phase III, commencing April 1, 1997:
a. An additional 360,000 Dt of Storage Capacity, for a total
Storage Capacity of 1,080,000 Dt.
b. An additional 6,000 Dt per Day of Storage Demand, for a total
Storage Demand of 18,000 Dt per Day.
3. Termination of Phase I Quantities:
Upon twenty four months' prior written notice, Customer may reduce the
Storage Capacity by up to 720,000 Dt and the Storage Demand by a corresponding
quantity, up to 12,000 Dt per Day, effective at any time after March 31, 2015.
B. Points of Receipt
1. Customer shall use its Service Agreement with Pipeline under Rate
Schedule FTNN to nominate gas for injection into storage under this GSS
Agreement. In the event that:
a. Customer releases capacity under this GSS Agreement without
releasing corresponding capacity under its Rate Schedule FTNN
Service Agreement to the same Replacement Customer for injec-
tion purposes; or
b. Customer uses another service agreement to tender gas for
subsequent injection into storage under this GSS Agreement;
EXHIBIT A
October 17, 1995 GSS Agreement (Part 284)
Between CNG Transmission Corporation
and Public Service Company of North Carolina, Inc.
Page 2 of 2
then the Points of Receipt under this GSS Agreement for such firm
storage injection quantities shall be the points of injection into
Pipeline's storage pool(s).
2. Nothing in this Service Agreement shall relieve Customer from tendering
quantities for injection at Receipt Points as specified in Customer's
currently effective "Service Agreement Applicable to Transportation Of
Natural Gas Under Rate Schedule FTNN" between Pipeline and Public
Service Company of North Carolina, Inc. dated October 17, 1995
C. Points of Delivery
1. The Point(s) of Delivery for subsequent transportation to Customer of
all firm storage withdrawal quantities shall be the points of
withdrawal from Pipeline's storage pool(s).
2. These Point(s) of Delivery shall only be Primary, as defined in
Pipeline's FERC Gas Tariff, to the extent that corresponding
transportation from the points of withdrawal from Pipeline's storage
pool(s) is provided under the "Service Agreement Applicable to
Transportation Of Natural Gas Under Section 8 of Rate Schedule FTNN
(FTNN-GSS Service)" between Pipeline and Public Service Company of
North Carolina, Inc., dated October 17, 1995.