EXHIBIT 10-A-30
SERVICE AGREEMENT
between
TEXAS EASTERN TRANSMISSION CORPORATION
and
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
DATED
October 30, 1995
Contract #: 800513
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
This Service Agreement, made and entered into this 30th day of October,
1995, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware
Corporation (herein called "Pipeline") and PUBLIC SERVICE COMPANY OF NORTH
CAROLINA, INC. (herein called "Customer", whether one or more),
W I T N E S S E T H:
WHEREAS, Customer, Pipeline, and certain other parties are signatory
parties to a Joint Stipulation and Agreement ("Settlement"), which was filed
with the Federal Energy Regulatory Commission ("Commission") in Docket Nos.
CP94-6, et al., and CP94-89, et al., and approved by the Commission on May 31,
1995 (71 F.E.R.C. P. 61, 244 (1995)); and
WHEREAS, pursuant to the Settlement, Rochester Gas & Electric
Corporation ("RG&E") agreed to permanently assign, and Customer agreed to take
permanent assignment of, certain of RG&E's firm capacity entitlements on
Pipeline; and
WHEREAS, to effectuate the permanent assignment to Customer of certain
of RG&E's firm capacity entitlements pursuant to the Settlement Customer entered
into a permanent capacity release transaction as reflected on the Addendum dated
October 6, 1995, ("Addendum") to Customer's Capacity Release Umbrella Agreement
(Pipeline's Contract No. 900264); and
WHEREAS, Customer and Pipeline desire to enter into this Service
Agreement to supersede the Addendum and to reflect that Customer has taken
permanent assignment of the capacity specified in the Addendum as provided for
in the Settlement;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties do covenant and agree as
follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof, of Pipeline's Rate
Schedule FT-1, and of the General Terms and Conditions, transportation service
hereunder will be firm. Subject to the terms, conditions and limitations hereof
and of Pipeline's Rate Schedule FT-1, Pipeline agrees to deliver for Customer's
account quantities of natural gas up to the following quantity:
Maximum Daily Quantity (MDQ) 8,186 dth
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
Pipeline shall not be obligated to, but may at its discretion, receive at
any Point of Receipt on any day a quantity of gas in excess of the applicable
Maximum Daily Receipt Obligation (MDRO), plus Applicable Shrinkage, but shall
not receive in the aggregate at all Points of Receipt on any day a quantity of
gas in excess of the applicable MDQ, plus Applicable Shrinkage. Pipeline shall
not be obligated to, but may at its discretion, deliver at any Point of Delivery
on any day a quantity of gas in excess of the applicable Maximum Daily Delivery
Obligation (MDDO), but shall not deliver in the aggregate at all Points of
Delivery on any day a quantity of gas in excess of the applicable MDQ.
In addition to the MDQ and subject to the terms, conditions and limitations
hereof, Rate Schedule FT-1 and the General Terms and Conditions, Pipeline shall
deliver within the Access Area under this and all other service agreements under
Rate Schedules CDS, FT-1, and/or SCT, quantities up to Customer's Operational
Segment Capacity Entitlements, excluding those Operational Segment Capacity
Entitlements scheduled to meet Customer's MDQ, for Customer's account, as
requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on November 1, 1995 and
shall continue in force and effect until October 31, 2000 and year to year
thereafter unless this Service Agreement is terminated as hereinafter provided.
This Service Agreement may be terminated by either Pipeline or Customer upon
five (5) years prior written notice to the other specifying a termination date
of any year occurring on or after the expiration of the primary term. Subject to
Section 22 of Pipeline's General Terms and Conditions and without prejudice to
such rights, this Service Agreement may be terminated at any time by Pipeline in
the event Customer fails to pay part or all of the amount of any bill for
service hereunder and such failure continues for thirty (30) days after payment
is due; provided, Pipeline gives thirty (30) days prior written notice to
2
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
Customer of such termination and provided further such termination shall not be
effective if, prior to the date of termination, Customer either pays such
outstanding bill or furnishes a good and sufficient surety bond guaranteeing
payment to Pipeline of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED CONTRACT TERM OR THE
PROVISION OF A TERMINATION NOTICE BY CUSTOMER TRIGGERS PREGRANTED ABANDONMENT
UNDER SECTION 7 OF THE NATURAL GAS ACT AS OF THE EFFECTIVE DATE OF THE
TERMINATION. PROVISION OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS
CUSTOMER'S RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS AND
CONDITIONS ON THE EFFECTIVE DATE OF THE TERMINATION.
Any portions of this Service Agreement necessary to correct or cash-out
imbalances under this Service Agreement as required by the General Terms and
Conditions of Pipeline's FERC Gas Tariff, Volume No. 1, shall survive the other
parts of this Service Agreement until such time as such balancing has been
accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain subject to the
applicable provisions of Rate Schedule FT-1 and of the General Terms and
Conditions of Pipeline's FERC Gas Tariff on file with the Federal Energy
Regulatory Commission, all of which are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered hereunder and for
the availability of such service in the period stated, the applicable prices
established under Pipeline's Rate Schedule FT-1 as filed with the Federal Energy
Regulatory Commission, and as same may hereafter be legally amended or
superseded.
Customer agrees that Pipeline shall have the unilateral right to file with
the appropriate regulatory authority and make changes effective in (a) the rates
and charges applicable to service pursuant to Pipeline's Rate Schedule FT-1, (b)
Pipeline's Rate Schedule FT-1 pursuant to which service hereunder is rendered or
(c) any provision of the General Terms and Conditions applicable to Rate
Schedule FT-1. Notwithstanding the foregoing, Customer does not agree that
Pipeline shall have the unilateral right without the consent of Customer
subsequent to the execution of this Service Agreement and Pipeline shall not
have the right during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change the MDQ specified
in Article I, to change the term of the service agreement as specified in
3
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
Article II, to change Point(s) of Receipt specified in Article IV, to
change the Point(s) of Delivery specified in Article IV, or to change the firm
character of the service hereunder. Pipeline agrees that Customer may protest or
contest the aforementioned filings, and Customer does not waive any rights it
may have with respect to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The Point(s) of Receipt and Point(s) of Delivery at which Pipeline shall
receive and deliver gas, respectively, shall be specified in Exhibit(s) A and B
of the executed service agreement.
Customer's Zone Boundary Entry Quantity and Zone Boundary Exit Quantity for each
of Pipeline's zones shall be specified in Exhibit C of the executed service
agreement.
Exhibit(s) A, B and C are hereby incorporated as part of this Service
Agreement for all intents and purposes as if fully copied and set forth herein
at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account shall conform
to the quality specifications set forth in Section 5 of Pipeline's General Terms
and Conditions. Customer agrees that in the event Customer tenders for service
hereunder and Pipeline agrees to accept natural gas which does not comply with
Pipeline's quality specifications, as expressly provided for in Section 5 of
Pipeline's General Terms and Conditions, Customer shall pay all costs associated
with processing of such gas as necessary to comply with such quality
specifications. Customer shall execute or cause its supplier to execute, if such
supplier has retained processing rights to the gas delivered to Customer, the
appropriate agreements prior to the commencement of service for the
transportation and processing of any liquefiable hydrocarbons and any PVR
quantities associated with the processing of gas received by Pipeline at the
Point(s) of Receipt under such Customer's service agreement. In addition,
subject to the execution of appropriate agreements, Pipeline is willing to
transport liquids associated with the gas produced and tendered for
transportation hereunder.
4
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms and
Conditions of Pipeline's FERC Gas Tariff, any notice, request, demand,
statement, bill or payment provided for in this Service Agreement, or any notice
which any party may desire to give to the other, shall be in writing and shall
be considered as duly delivered when mailed by registered, certi fied, or
regular mail to the post office address of the parties hereto, as the case may
be, as follows:
(a) Pipeline: Texas Eastern Transmission Corporation
5400 Westheimer Court
Houston, Texas 77056-5310
(b) Customer: PUBLIC SERVICE COMPANY OF
NORTH CAROLINA, INC.
400 COX ROAD
P.O. BOX 1398
GASTONIA, NC 28053
or such other address as either party shall designate by formal written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or consolidation to
the properties, substantially as an entirety, of Customer, or of Pipeline, 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 Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement under the
provisions of any mortgage, deed of trust, indenture, bank credit agreement,
assignment, receivable sale, or similar instrument which it has executed or may
execute hereafter; otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first shall have
obtained the consent thereto in writing of the other; provided further, however,
that neither Customer nor Pipeline shall be released from its obligations
hereunder without the consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms and Conditions.
5
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
To the extent Customer so desires, when it releases capacity pursuant to
Section 3.14 of the General Terms and Conditions, Customer may require privity
between Customer and the Replacement Customer, as further provided in the
applicable Capacity Release Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement shall be in
accordance with the laws of the State of Texas without recourse to the law
governing conflict of laws.
This Service Agreement and the obligations of the parties are subject to
all present and future valid laws with respect to the subject matter, State and
Federal, and to all valid present and future orders, rules, and regulations of
duly constituted authorities having jurisdiction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the effective date of
this Service Agreement, the contract(s) between the parties hereto as described
below:
NONE
6
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement
to be signed by their respective Presidents, Vice Presidents or other duly
authorized agents and their respective corporate seals to be hereto affixed and
attested by their respective Secretaries or Assistant Secretaries, the day and
year first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By s\ Robert B. Evans
Vice President
ATTEST:
s\ Robert W. Reed
Corporate Secretary
PUBLIC SERVICE COMPANY OF
NORTH CAROLINA, INC.
By s\ Franklin H. Yoho
ATTEST:
s\ J. Paul Douglas
7
Contract #800513
EXHIBIT A, TRANSPORATION PATH FOR BILLING PURPOSES DATED ,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INC. ("Customer"),
DATED OCTOBER 30, 1995
(1) Customer's firm Point(s) of Receipt:
Maximum Daily
Receipt
Obligation (plus Measurement
Point of Applicable Responsi-
Receipt Description Shrinkage) (dth) bilities Owner Operator
- - -------- ----------- ---------------- ---------- ------ --------
70028 SOUTHERN NATURAL (FROM T.E.) - 22 * TX EAST TRAN TX EAST SOTHN NAT GS
KOSCIUSKO, MS (TO T ATTALA CO., TRAN
MS
70217 UNITED GAS KOSCIUSKO, MS ATTALA 496 * UNIT GAS PL UNIT GAS UNIT GAS PL
CO., MS PL
* Included in Firm Receipt Point Entitlements as set forth in Section 14 of Pipeline's General
Terms and Conditions at the Kosciusko, Mississippi Point of Receipt.
(2) Customer shall have Pipeline's Master Receipt Point List ("MRPL").
Customer hereby agrees that Pipeline's MRPL as revised and published by
Pipeline from time to time is incorporated herein by reference.
Customer hereby agrees to comply with the Receipt Pressure obligation as set
forth in Section 6 of Pipeline's General Terms and Conditions at such Point(s)
of Receipt.
Transportation
Transportation Path Path Quantity (Dth/D)
------------------- ---------------------
M1 to M2 8,186
SIGNED FOR IDENTIFICATION
PIPELINE: s\ Robert B. Evans
CUSTOMER: s\ Franklin H. Yoho
SUPERSEDES EXHIBIT A DATED: _________
A-1
Contract #: 800513
EXHIBIT B, POINT(S) OF DELIVERY, DATED OCTOBER 30, 1995
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INC. ("Customer"),
DATED OCTOBER 30, 1995:
Maximum
Daily Measurement
Point of Delivery Delivery Pressure Responsi-
Delivery Description Obligation Obligation bilities Owner Operator
-------- ----------- ---------- ----------------- ----------- ----- --------
(dth)
1. 70004 CNG TRANSMISSION - As provided in Section 6 TX EAST TRAN TX EAST TX EAST
CLARINGTON, OH MONROE of the General Terms and TRAN TRAN
CO., OH Conditions of Pipeline's
FERC Gas Tariff
2. 70051 CNG TRANSMISSION - As provided in Section 6 TX EAST TRAN TX EAST CNG TRANS
SOMERSET, PA SOMERSET of the General Terms and TRAN
CO., PA Conditions of Pipeline's
FERC Gas Tariff
3. 70372 CNG TRANSMISSION - At the operating pressure TX EAST TRAN TX EAST CNG TRANS
MOUNDSVILLE, WV MARSHALL existing at the point of TRAN
CO., WV delivery
4. 70450 CNG TRANSMISSION - At the operating pressure TX EAST TRAN TX EAST CNG TRANS
SUMMERFIELD,OH NOBLE existing at the Point of TRAN
CO., OH Delivery
5. 70471 CNG TRANSMISSON - 200 pounds per square TX EAST TRAN TX EAST CNG TRANS
WOODSFIELD, OH MONROE inch gauge TRAN
CO., OH
6. 70983 CNG TRANSMISSION - 300 pounds per square CNG TRANS CNG CNG TRANS
POWHATAN POINT, OH inch gauge TRANS
MONROE CO., OH
7. 72533 DAMSON (PEOPLES) MM - At the operating pressure PEOPLES PEOPLES DAMSON
SOMERSET, PA SOMERSET existing at the Point of NG(PA) NG(PA) OIL
CO., PA Delivery
B-1
Maximum
Daily Measurement
Point of Delivery Delivery Pressure Responsi-
Delivery Description Obligation Obligation bilities Owner Operator
-------- ----------- ---------- --------------------- ----------- ----- --------
(dth)
8. 75037 CNG As provided in Section 6 TX EAST TRAN TX EAST CNG TRANS
TRANSMISSION-WAYNESBURG, of the General Terms and TRAN
PA(D70037) GREENE CO., PA Conditions of Pipeline's
FERC Gas Tariff
9. 75082 TETCO - OAKFORD STORAGE, 575 pounds per square CNG TRANS TX EAST CNG TRANS
PA-(D70082/R76082) inch gauge TRAN
WESTMORELAND CO., PA
10. 79921 COMPRESSOR STATION 21A At any pressure provided TX EAST TRAN TX EAST CNG TRANS
(UNIONTOWN) FAYETTE CO., by Texas Eastern not to TRAN
PA exceed 1,000 pounds per
square inch gauge
11. 79870 CNG - PUBLIC SERVICE 8,186 N/A N/A N/A N/A
COMPANY OF N.C. FOR
NOMINATION PURPOSES
provided, however, that all service under this Service Agreement shall be within
the limitations set forth in the Dispatching Agreement dated October 6, 1993
between Pipeline, Customer and CNG Transmission Corporation.
SIGNED FOR IDENTIFICATION:
PIPELINE: s\ Robert B. Evans
CUSTOMER: s\ Franklin H. Yoho
SUPERSEDES EXHIBIT B DATED __________
B-2
Contract #: 800513
EXHIBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY EXIT QUANTITY,
DATED OCTOBER 30, 1995, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("PIPELINE") AND PUBLIC SERVICE
COMPANY OF NORTH CAROLINA, INC. ("CUSTOMER"), DATED OCTOBER 30, 1995:
ZONE BOUNDARY ENTRY QUANTITY
Dth/D
To
FROM STX ETX WLA ELA M1-24 M1-30 M1-TXG M1-TGC M2-24 M2-30 M2-TXG M2-TGC M2 M3
STX 217
ETX 924 329
WLA 100 217
ELA 6523
M1-24 924
M1-30 6523
M1-TXG 429
M1-TGC 435
M2-24
M2-30
M2-TXG
M2-TGC
M2
M3
800513
C-1
EXHIBIT C (Continued)
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INC.
ZONE BOUNDARY EXIT QUANTITY
Dth/D
To
FROM STX ETX WLA ELA M1-24 M1-30 M1-TXG M1-TGC M2-24 M2-30 M2-TXG M2-TGC M2 M3
STX
ETX
WLA
ELA
M1-24 924
M1-30 6523
M1-TXG 429
M1-TGC 435
M2-24
M2-30
M2-TXG
M2-TGC
M2
M3
SIGNED FOR IDENTIFICATION:
PIPELINE:s\ Robert B. Evans
CUSTOMER:s\ Franklin H. Yoho
SUPERCEDES EXHIBIT C DATED
C-2