EXHIBIT 10.11
UCG-10752
FIRM TRANSPORTATION SERVICE AGREEMENT
BETWEEN OZARK GAS TRANSMISSION, L.L.C. AND
UNITED CITIES GAS COMPANY, A DIVISION OF ATMOS ENERGY CORPORATION
UNDER RATE SCHEDULE FTS
THIS AGREEMENT ("Agreement"), entered into on August 23, 2002, is
between Ozark Gas Transmission, L.L.C. ("Transporter"), an Oklahoma limited
liability company and United Cities Gas Company, a division of Atmos Energy
Corporation ("Shipper");
WITNESSETH:
WHEREAS, Shipper has requested that Transporter transport Natural Gas
for Shipper; and
WHEREAS, Transporter has agreed to provide such transportation for
Shipper subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants herein contained, the parties agree as follows:
ARTICLE I
DEFINITIONS
1.1 "Maximum Daily Delivery Obligation (MDDO)" means the maximum daily
quantity of Natural Gas, expressed in MMBtu's, that Transporter is
obligated to deliver from time to time at each Point of Delivery
specified in Exhibit B to the executed Agreement.
ARTICLE II
GAS TRANSPORTATION SERVICE
2.1 Transportation service rendered hereunder shall be firm service as
provided in Transporter's Rate Schedule FTS, and as described in
Section 2 of Transporter's Rate Schedule FTS.
ARTICLE III
POINT(S) OF RECEIPT
3.1 The Point(s) of Receipt at which Transporter shall receive Natural Gas
for transportation under this Agreement shall be specified in Exhibit A
to this Agreement.
ARTICLE IV
POINT(S) OF DELIVERY
4.1 The Point(s) of Delivery (both primary and secondary) at which
Transporter shall redeliver to Shipper or for the account of Shipper an
Equivalent Quantity of gas for transportation under this Agreement
shall be specified in Exhibit B to this Agreement. Notwithstanding the
MDDO at each Point of Delivery, Shipper shall not nominate a total
quantity of natural gas at all Points of Delivery that exceeds the MDQ
set forth in this Agreement.
FIRM TRANSPORTATION SERVICE AGREEMENT
BETWEEN OZARK GAS TRANSMISSION, L.L.C. AND
UNITED CITIES GAS COMPANY, A DIVISION OF ATMOS ENERGY CORPORATION
UNDER RATE SCHEDULE FTS
(continued)
ARTICLE V
TERM OF AGREEMENT
5.1 Subject to the provisions of the General Terms and Conditions of
Transporter's FERC Gas Tariff and of Rate Schedule FTS, this Agreement
shall be effective as of November 1, 2002 and shall continue for a
primary term through October 31, 2003.
5.2 Any portions of this Agreement necessary to enable the parties to
balance receipts and deliveries under this Agreement as required by the
Rate Schedule FTS, shall survive the other parts of this Agreement
until such time as such balancing has been accomplished.
5.3 The term of this Agreement shall automatically be extended for
additional periods of one (1) Year following the conclusion of the
primary term or any extension thereof unless Shipper notifies
Transporter in writing but not later than one hundred eighty (180) Days
prior to the conclusion of the primary term or any extension thereof
that it desires to terminate this Agreement as of the conclusion of
such primary or extended term.
5.4 Upon receipt of termination notification, and for a period of sixty
(60) Days, Transporter will post on its electronic bulletin board
("EBB") notice of such termination, and begin offering firm capacity
for bid. Shipper will continue to receive service in accordance with
this Rate Schedule FTS until service is actually terminated. If there
are bidders for the capacity, Shipper must meet or exceed the value (as
defined by the terms and conditions posted during notification) of the
competing bids if it desires to retain its capacity under this
Agreement.
If shipper fails to meet the value of the bid properly submitted by a
competing bidder, then subject to the competing bidder's satisfaction
of applicable requirements of Transporter's FERC Gas Tariff,
Transporter will provide transportation service to such competing
bidder under the terms and conditions of the offer.
If a competing bidder bids the maximum rate for only a portion of the
capacity under Shipper's Agreement, Shipper need only meet the
competing bid for the amount of capacity to which the bid applies.
In determining which offer has the highest value, Transporter will post
on its EBB, at the time of notice of termination of this Agreement,
terms and conditions upon which the offers will be evaluated.
Transporter may request a third party bidder to post a bond or provide
other security before accepting the bid with the highest value.
Transporter will post on its EBB the highest value bid.
FIRM TRANSPORTATION SERVICE AGREEMENT
BETWEEN OZARK GAS TRANSMISSION, L.L.C. AND
UNITED CITIES GAS COMPANY, A DIVISION OF ATMOS ENERGY CORPORATION
UNDER RATE SCHEDULE FTS
(continued)
ARTICLE VI
PERIOD AFTER SHIPPER'S FAILURE TO PAY
RATE SCHEDULE AND CHARGES
6.1 Except as provided to the contrary in any written or electronic
agreement(s) between Transporter and Shipper in effect during the term
of this Agreement, Shipper shall pay Transporter the maximum allowable
rate for the service hereunder in accordance with Transporter's Rate
Schedule FTS, the applicable provisions of that Rate Schedule, and the
General Terms and Conditions of Transporter's FERC Gas Tariff, all as
may be revised from time to time. Such Rate Schedule FTS and General
Terms and Conditions are incorporated by reference and made a part
hereof. Transporter and Shipper may agree that a specified discount
rate will apply only to specified volumes under the Agreement; that a
specified discounted rate will apply only if specified volumes are
achieved (with the maximum rates applicable to volumes above the
specified volumes or to all volumes if the specified volumes are never
achieved); that a specified discounted rate will apply only during
specified periods of the Year or over a specifically defined period of
time; and/or that a specified discounted rate will apply only to
specified points, zones, markets or other defined geographical areas.
6.2 Transporter may seek authorization from the FERC and/or other
appropriate body to change any rate(s) and/or term(s) set forth herein
or in the Rate Schedule FTS. Nothing herein shall be construed to deny
Shipper any rights it may have under the Natural Gas Act or the Natural
Gas Policy Act, including the right to participate fully in rate
proceedings by intervention or otherwise, to contest increased rates in
whole or in part.
ARTICLE VII
REDUCTION IN CAPACITY
7.1 If Transporter's capacity is reduced for any reason and a reduction of
the quantity of Natural Gas being transported hereunder is required,
Shipper's MDQ shall be reduced pro rata with MDQs of the other firm
Shippers during the period of such capacity reduction.
ARTICLE VIII
MISCELLANEOUS
8.1 Amendment. This Agreement shall only be amended, varied or modified by
an instrument in writing executed by Transporter and Shipper. Such
amendment will be effective upon compliance with Article VIII herein.
8.2 Applicable Law. This Agreement and the rights and duties of Transporter
and Shipper hereunder shall be governed by and interpreted in
accordance with the laws of the State of Oklahoma, without recourse to
the law governing conflict of laws.
FIRM TRANSPORTATION SERVICE AGREEMENT
BETWEEN OZARK GAS TRANSMISSION, L.L.C. AND
UNITED CITIES GAS COMPANY, A DIVISION OF ATMOS ENERGY CORPORATION
UNDER RATE SCHEDULE FTS
(continued)
8.3 Waiver. No waiver by either Transporter or Shipper of any default by
the other in the performance of any provision, condition or requirement
herein shall be deemed a waiver of, or in any manner release from,
performance of any other provision, condition or requirement herein,
nor deemed to be a waiver of, or in any manner release from, future
performance of the same provision, condition or requirement; nor shall
any delay or omission by Transporter or Shipper to exercise any right
hereunder impair the exercise of any such right or any like right
accruing to it thereafter.
8.4 Headings. The headings of each of the various sections in this
Agreement are included for convenience of reference only and shall have
no effect on, nor be deemed part of the text of, this Agreement.
8.5 Further Assurances. Transporter and Shipper shall execute and deliver
all instruments and documents and shall do all acts necessary from time
to time to effectuate this Agreement.
8.6 Entire Agreement. This Agreement constitutes the entire agreement
between Transporter and Shipper concerning the subject matter hereof
and supersedes all prior understandings and written and oral agreements
relative to said matter.
8.7 Cancellation of Prior Agreement(s). This Agreement, upon its effective
date, supersedes and cancels any and all other agreements between
Transporter and Shipper relating to the transportation of gas by
Transporter for Shipper.
ARTICLE IX
NOTICES
9.1 All notices, requests, statements or other communications provided for
under this Agreement shall be in writing and shall be given by personal
delivery or by United States mail, postage prepaid, and addressed as
follows:
If to Shipper:
Atmos Energy Corporation
P.O. Box 650205
Dallas, TX 75265-0205
Attn: Contract Administration
972-855-3280
972-855-3773 (Fax)
E-mail: pat.capps@atmosenergy.com
FIRM TRANSPORTATION SERVICE AGREEMENT
BETWEEN OZARK GAS TRANSMISSION, L.L.C. AND
UNITED CITIES GAS COMPANY, A DIVISION OF ATMOS ENERGY CORPORATION
UNDER RATE SCHEDULE FTS
(continued)
If to Transporter:
Ozark Gas Transmission, L.L.C.
515 Central Park Drive
Suite 600
Oklahoma City, OK 73105
Attn: Sr. Scheduler
405-557-5220
405-557-5709 (Fax)
E-mail: srscheduler@oge.com
All written notices, requests, statements or other communications shall
be sufficiently given if mailed postage prepaid by registered,
certified, or regular mail and shall be deemed to have been duly
delivered on the third Business Day following the date on which same
was deposited in the United States mail, addressed in accordance with
this Article IX. Either Shipper or Transporter may designate a
different address to which notices, requests, statements, payments or
other communications shall be sent upon proper notice as set forth in
this Article IX
IN WITNESS WHEREOF, Transporter and Shipper have caused this Agreement to be
duly executed by their duly authorized officers in two (2) original counterparts
as of the______________day of _________________, 2002.
"TRANSPORTER"
OZARK GAS TRANSMISSION, L.L.C.
By -s- E. KEITH MITCHELL
----------------------------------------
"SHIPPER"
UNITED CITIES, A DIVISION OF ATMOS ENERGY
CORPORATION
By -s- ROBERT E. MATTINGLY
----------------------------------------
EXHIBIT A
TO
FIRM TRANSPORTATION SERVICE AGREEMENT
UNDER RATE SCHEDULE FTS
BETWEEN
OZARK GAS TRANSMISSION, L.L.C.
("Transporter")
AND
UNITED CITIES GAS COMPANY, A DIVISION OF ATMOS ENERGY CORPORATION
("Shipper")
POINT OF RECEIPT METER NUMBER
Primary Receipts
Enogex Boiling Springs OZ1031890
Transok Wilburton OZ1029890
Vastar Wilburton OZ1029990
EXHIBIT B
TO
FIRM TRANSPORTATION SERVICE AGREEMENT
UNDER RATE SCHEDULE FTS
BETWEEN
OZARK GAS TRANSMISSION, L.L.C.
("Transporter")
AND
UNITED CITIES GAS COMPANY, A DIVISION OF ATMOS ENERGY CORPORATION
("Shipper")
POINT OF DELIVERY MDDO DELIVERY PRESSURE
United Cities/Atmos 13,370 Prevailing Ozark Pipeline Pressure