Exhibit 10-A-32
SERVICE AGREEMENT
between
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
and
PUBLIC SERVICE COMPANY OF NORTH CAROLINA
November 1, 1995
SERVICE AGREEMENT
THIS AGREEMENT entered into this first day of November, 1995, by and
between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware corporation,
hereinafter referred to as "Seller," first party, and PUBLIC SERVICE COMPANY OF
NORTH CAROLINA, hereinafter referred to as "Buyer," second party,
W I T N E S S E T H
WHEREAS, pursuant to Order Nos. 636, issued by the Federal Energy
Regulatory Commission (Commission), Buyer has notified Seller of its desire to
convert its firm transportation service under Seller's Rate Schedule X-304 from
Service under Part 157 of the Commission's regulations to service under Part
284(G) of the Commission's regulations; and
WHEREAS, Buyer has designated that such Part 284(G) service will be
rendered under Seller's Rate Schedule FT; and
WHEREAS, Seller has prepared this agreement for service for Buyer under
Rate Schedule FT, and this agreement will supersede and terminate the existing
service agreement between Seller and Buyer under Rate Schedule X-304.
NOW, THEREFORE, Seller and Buyer agree as follows:
ARTICLE 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
a. 38,000 Mcf per day for the peak winter months
of December, January, and February, and
b. 34,200 Mcf per day for the shoulder winter
months of November and March
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, the pressure of
the gas delivered or caused to be delivered by Buyer shall not exceed the
maximum operating pressure(s) of Seller's pipeline system at such point(s) of
receipt. 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.
ARTICLE IV
TERM OF AGREEMENT
This agreement shall be effective as of November 1, 1995 and shall
remain in force and effect until 8:00 a.m. Eastern Standard Time November 1,
2005 and thereafter until terminated by Seller or Buyer upon at least nine (9)
months prior 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 32 of the General Terms and
Conditions of Seller's Volume No. 1 Tariff. As set forth in Section 8 of Article
II of 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 Vl
MISCELLANEOUS
1. This Agreement supersedes and cancels as of the
effective date hereof the following contract(s) between the
parties hereto:
Rate Schedule X-304 Service Agreement between Seller and
Buyer, dated June 29, 1990, as amended on February 1, 1992 and
as amended on February 1,1993.
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 Texas, 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: Customer Services
(b) If to Buyer:
Public Service Company of North Carolina, Inc.
P.O. Box 1398
Gastonia, North Carolina 28053-1398
Attn: Senior Vice President - Gas Supply and
Transportation
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/ Frank J. Ferazzi
Frank J. Ferazzi
Vice President - Customer Service
PUBLIC SERVICE COMPANY OF NORTH CAROLINA
(Buyer)
By:/s/ Franklin H. Yoho
Title Senior Vice President-Marketing & Gas Supply
EXHIBIT A
Buyer's Buyer's
Mainline Capacity Mainline Capacity
Entitlement Entitlement
Receipt Peak Months Shoulder Months
Point 1/ (Mcf Per Day) 2/ (Mcf Per Day) 2/
-------- ---------------- ----------------
TIER I Holmesville 33,015 29,714
TIER II 33,015 29,714
Jefferson Davis County-
Miss Fuels
TIER III 38,000 34,200
Clarke County - Miss
Fuels
Magnolia Pipeline
Interconnect
Jonesboro - SNG
Heidelberg
Station 85 Main Line
Pool
- --------------
TIER I - Transco's mainline between Holmesville and Station 70 TIER II
- Transco's mainline between Station 70 and Station 80 TIER III -
Transco's mainline downstream of Station 80
1/ Transco's ability to receive gas under this Rate Schedule at specific
point(s) of receipt is subject to the operating limitations of Transco and the
upstream party at such point(s) and the availability of capacity at such
point(s) of receipt.
2/ 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. The volume provided for each tier
represents the maximum allowable firm capacity entitlement to be transported
through the associated tier from all receipt points within that tier. However,
the total cumulative capacity entitlement for ail receipt points provided herein
shall not exceed the specified capacity entitlement provided for Tier III, which
amount shall equal Shipper's transportation contract demand quantity. To the
extent that on any day other participants in Transco's Southern Expansion
Project are not utilizing their total daily TCQ within a Tier, Transco is
willing to receive additional quantities of gas from Shipper at such points
within such Tier, on an interruptible basis, not to exceed Shipper's total daily
TCQ.
EXHIBIT B
Transportation Transportation
Contract Quantity Contract Quantity
Delivery Point(s) Peak Months Shoulder Months
of Delivery and Pressures* (Mcf Per Day) (Mcf Per Day)
- -------------------------- ------------- -------------
Dan River 25,000 22,500
Mill Springs 13,000 11,700
------ ------
Total Transportation
Contract Quantity: 38,000 34,200
* Subject to the conditions contained in this Agreement, Seller shall make
deliveries of gas for the account of Buyer at the Point(s) of Delivery
specified above at such pressures as may be available from time to time in
Seller's line serving such Point(s) of Delivery not to exceed maximum
allowable operating pressure, but not less than the minimum pressure
specified in either Seller's FERC tariff or any other superseding
agreements for service for deliveries at the Point(s) of Delivery.
Deliveries of gas to the Point(s) of Delivery shall be subject to the
limitations of Shipper's Delivery Point Entitlements (DPE) at such points
as set forth in Transco's FERC Gas Tariff.