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EXHIBIT 10.23
INTERCONNECT AND OPERATING AGREEMENT
THIS AGREEMENT, made and entered into this 1st day of March, 1996, by
and between NORTHERN NATURAL GAS COMPANY, a Delaware corporation, hereinafter
referred to as "Northern" and Continental Natural Gas, Inc., an Oklahoma
corporation, hereinafter referred to as "Continental", and collectively
referred to herein as "Parties".
In consideration of the mutual covenants and conditions herein
contained, the Parties hereby agree as follows:
1. Northern will install, own, operate, and maintain certain
pipeline interconnect facilities, including side taps, valves, measurement
apparatus, telemetry equipment, tanks and related appurtenances ("Interconnect
Facilities") which are capable of delivering up to 25,000 MMBtu per day of
natural gas at Section 18, T3N, R26E Beaver County, Oklahoma. The Interconnect
Facilities shall be located on Northern's "A" Line.
2. Continental hereby grants Northern: (i) the right to install,
operate, maintain, and remove any of the Interconnect Facilities that may be
located on facilities owned by Continental; and (ii) at no cost to Northern,
all rights of ingress and egress reasonably necessary for Northern to install,
operate, maintain, and remove the Interconnect Facilities.
3. This Agreement is an Interconnect and Operating Agreement only
and does not obligate either Party to transport gas. The transportation of gas
shall be provided pursuant to the terms and conditions set forth in the Related
Agreements ("Related Agreements"), copies of which are attached hereto as
Exhibits 1-3, and incorporated herein for all purposes.
The Related Agreements shall be entered into and executed
simultaneously with the execution of this Agreement:
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a) Exhibit 1 (CR# 101123)
CR# 101123 includes the following agreements between Northern
and Continental:
1) A Firm Throughput Service Request;
2) A Firm Throughput Service Agreement; and
3) A Letter Agreement
b) Exhibit 2 (CR# 101124)
CR# 101124 includes the following agreements between Northern
and Continental:
1) A Firm Throughput Service Request;
2) A Firm Throughput Service Agreement; and
3) A Letter Agreement
c) Exhibit 3 (CR# 101125)
CR# 101125 includes the following agreements between Northern
and Continental:
1) A Firm Throughput Service Request;
2) A Firm Throughput Service Agreement; and
3) A Letter Agreement
4. This Agreement and the Related Agreements shall be effective
upon execution. Provided, however, that Northern's obligation to provide
transportation service from the designated receipt points to the designated
delivery points under each of the Related Agreements shall not commence until
the date so specified in the applicable Related Agreement.
5. This Agreement shall terminate in the event and at such time
as Northern's "A" Line is permanently taken out of service. The decision to
take such line out of service shall be within Northern's sole discretion and
the Parties hereto agree that Northern shall not have any liabilities or
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responsibilities to Continental for any costs or damages associated with taking
the "A" Line out of service.
6. In the event the "A" Line is permanently taken out of service,
Northern shall notify Continental and Continental shall have the option to
terminate the Related Agreements, effective upon the date such "A" Line is
permanently taken out of service as such date is determined by Northern. If
Continental elects to terminate the Related Agreements, Continental must notify
Northern of its election within ten (10) days of Northern's notification to
Continental. If Northern does not receive such notice from Continental on or
before such ten (10) day period, the Related Agreements shall continue in full
force and effect for the remainder of the terms set forth therein.
7. Northern shall operate the Interconnect Facilities consistent
with the terms and conditions set forth in Northern's FERC Gas Tariff, as
amended from time to time.
8. The Parties agree that the pipeline pressure existing at the
subject interconnect site may vary from time to time in accordance with the
operational needs and efficiencies of Northern's pipeline system, as such needs
and efficiencies are determined by Northern, in its sole discretion. The
Parties further agree that Northern has no obligation to provide compression
and/or alter its system to enable Continental to receive or deliver natural gas
from or to Northern's system under this Agreement or the Related Agreements.
9. (a) NORTHERN WILL PROTECT, INDEMNIFY AND SAVE HARMLESS
CONTINENTAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES
FROM AND AGAINST THAT PORTION OF THE LIABILITIES, LOSSES, CLAIMS, DAMAGES,
PENALTIES, CAUSES OF ACTION, SUITS (INCLUDING SUITS FOR PERSONAL INJURIES OR
DEATH AND INCLUDING REASONABLE
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ATTORNEY'S FEES AND EXPENSES) CAUSED OR CONTRIBUTED TO BY THE NEGLIGENCE OF
NORTHERN OR ITS AGENTS ARISING OUT OF OR IN CONNECTION WITH ITS OBLIGATION TO
OPERATE THE INTERCONNECT FACILITIES HEREUNDER, AND WILL PAY ANY JUDGMENT OF ANY
NATURE RENDERED AGAINST SUCH PERSONS FOR SUCH INJURIES OR DAMAGES DUE TO OR
ARISING OUT OF OR IN CONNECTION WITH SUCH NEGLIGENCE OF NORTHERN OR ITS AGENTS.
CONTINENTAL WILL PROTECT, INDEMNIFY AND SAVE HARMLESS NORTHERN, ITS OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM AND AGAINST THAT PORTION
OF THE LIABILITIES, LOSSES, CLAIMS, DAMAGES, PENALTIES, CAUSES OF ACTION, SUITS
(INCLUDING SUITS FOR PERSONAL INJURIES OR DEATH AND INCLUDING REASONABLE
ATTORNEY'S FEES AND EXPENSES) CAUSED OR CONTRIBUTED TO OR BY THE NEGLIGENCE OF
CONTINENTAL OR ITS AGENTS ARISING OUT OF OR IN CONNECTION WITH ITS OBLIGATIONS
HEREUNDER, AND WILL PAY ANY JUDGMENT OF ANY NATURE RENDERED AGAINST SUCH
PERSONS FOR SUCH INJURIES OR DAMAGES DUE TO OR ARISING OUT OF OR IN CONNECTION
WITH SUCH NEGLIGENCE OF CONTINENTAL OR ITS AGENTS.
(b) If any liability, loss, claim, damage, penalty, cause
of action or suit arises from the joint negligence of Northern and Continental,
each Party's responsibility for its portion of the liability, loss, claim,
damage, penalty, cause of action or suit will be as determined in accordance
with applicable Texas law.
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(c) NOTWITHSTANDING ANYTHING STATED TO THE CONTRARY
HEREIN WITH RESPECT TO THE OPERATION OF THE INTERCONNECT FACILITIES BY
NORTHERN, NORTHERN SHALL INDEMNIFY AND HOLD CONTINENTAL HARMLESS FROM AND
AGAINST ANY AND ALL FINES AND PENALTIES WHICH ARE IMPOSED AS A RESULT OF
NORTHERN'S FAILURE TO COMPLY WITH THE REQUIREMENTS OF ALL APPLICABLE VALID
LAWS, RULES AND REGULATIONS OF GOVERNMENTAL BODIES HAVING JURISDICTION;
PROVIDED, HOWEVER, THAT NORTHERN SHALL HAVE NO OBLIGATION TO INDEMNIFY
CONTINENTAL AS PROVIDED HEREIN IF SUCH FINE OR PENALTY ARISES OUT OF THE
DESIGN, CONSTRUCTION AND/OR INSTALLATION OF THE INTERCONNECT FACILITIES, AND
NOT NORTHERN'S ERROR OR IF SUCH ERROR IS CONTINENTAL'S.
(d) If any provision of this Paragraph 9 or the
application thereof shall to any extent be rendered invalid or unenforceable,
the remainder of the paragraph shall not be affected thereby, it being intended
and agreed that this indemnity shall be construed and enforced to the fullest
extent permitted by applicable Texas law.
10. The Parties specifically recognize that performance under this
Agreement is subject to all valid laws, rules, judgments, regulations and
orders of courts or regulatory bodies that have jurisdiction. This Agreement is
subject to the receipt of any necessary regulatory approval, in form and
substance satisfactory to both Parties.
11. The provisions of this Agreement shall extend to the Parties
and to their successors, designees and assigns.
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12. This Agreement contains the entire agreement between the
Parties regarding the subject matter hereof, and there are no oral promises,
agreements, or warranties affecting it.
13. If any provision of this Agreement is declared invalid or
unenforceable, the remaining provisions shall not be affected. The waiver by
either Party of any default of the other Party under this Agreement shall not
operate as a waiver of any future default, whether of like or different
character or nature.
14. This Agreement shall be governed by, and construed,
interpreted and enforced in accordance with, the substantive law of the State
of Texas, excluding any conflict of laws principles.
15. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
LOST OR PROSPECTIVE PROFITS OR ANY OTHER SPECIAL, PUNITIVE, EXEMPLARY,
CONSEQUENTIAL, INCIDENTAL OR INDIRECT LOSSES OR DAMAGES (IN TORT, CONTRACT OR
OTHERWISE) UNDER OR IN RESPECT OF THIS AGREEMENT OR FOR ANY FAILURE OF
PERFORMANCE RELATED HERETO.
16. In the event of either Party being rendered unable, wholly or
in part, by force majeure to carry out its obligations under the Agreement,
except payment of money, it is agreed that upon such Party giving notice and
reasonably full particulars of such force majeure in writing or by telegraph,
telefax, or telephone followed by written confirmation to the other Party
within a reasonable time after the occurrence of the cause relied on, then the
obligations of the Party giving such notice, so far as it is affected by such
force majeure, shall be suspended during the continuance of any inability so
caused, but for no longer period, and such cause shall so far as possible be
remedied with all reasonable dispatch. For the purposes of this Agreement, the
definition of Force Majeure is the same as that set forth in Northern's FERC
Gas Tariff.
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17. Any Notice, request or demand made pursuant to this Agreement
shall be in writing and shall be directed to such Party at the Address given
below or to such other address as the Party may designate from time to time.
Notice sent personally shall be deemed to have been given upon written
confirmation of receipt; notice transmitted by postage prepaid/registered mail
shall be deemed to have been given on the date of receipt; notice by overnight
mail or courier shall be deemed to have been received two business days after
it was sent or such earlier time as is confirmed by the receiving Party; notice
sent by facsimile shall be deemed to have been received by the close of the
business day following the day on which it was transmitted or such earlier time
as is confirmed by the receiving Party. The Parties addresses are:
Northern Natural Gas Company Continental Natural Gas, Inc.
P.O. Box 1188 1400 Boston Building, Suite 500
Houston, TX 77251-1188 1412 S. Boston
Telephone (713) 853-3084 Tulsa, Oklahoma 74119
Telefax: (713) 646-8000 Telephone (918) 852-4700
Telefax: (918) 560-4900
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed in duplicate originals as of the date first hereinabove written.
"NORTHERN" "CONTINENTAL"
NORTHERN NATURAL GAS COMPANY CONTINENTAL NATURAL GAS, INC.
By: /s/ By: /s/
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Title: /s/ Title: /s/
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Date: /s/ Date: /s/
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