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EXHIBIT 10.25
INTERRUPTIBLE TRANSPORTATION SERVICE AGREEMENT
RATE SCHEDULE IT-1
This Interruptible Transportation Service Agreement ("Agreement") by and
between Northern Natural Gas Company, a Delaware Corporation ("Northern"), and
Continental Natural Gas, Inc., a Marketer ("Shipper"), covering the
transportation of natural gas on an interruptible basis by Northern for Shipper
on behalf of N/A , a _______________, as more particularly described
herein, is entered into in accordance with the following terms and conditions:
1. This transportation service shall be provided pursuant to Subpart G of
Part 284 of the Federal Energy Regulatory Commission's ("Commission" or
"F.E.R.C.") regulations.
2. INTERRUPTIBLE TRANSPORTATION QUANTITY: Up to 32,000 MMBtu per day.
3. TERM: This Agreement shall become effective on the date of initial
delivery and shall continue in full force and effect for a primary term
of One (1) year and month to month thereafter, unless and until
terminated by either party after the primary term upon thirty (30) days'
prior written notice to the other party. Initial delivery hereunder
shall not commence until this Agreement is executed and received by
Northern. Notwithstanding, should Northern at any time in its sole
discretion elect to terminate, on a non-discriminatory basis, all
transportation services commenced on or after October 9, 1985, pursuant
to Part 284 of the Commission's Regulations, then Northern may terminate
this agreement upon five (5) days' written notice to Shipper.
4. RATE: Unless Northern agrees in writing to a lower rate, Shipper shall
pay Northern each month for transportation service rendered hereunder of
the maximum rates and charges in effect from time to time under Rate
Schedule IT-1, or any effective superseding rate schedule on file with
the Commission or any successor thereto.
Addresses for Shipper:
FOR NOTICES FOR INVOICES
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Continental Natural Gas, Inc. Continental Natural Gas, Inc.
P.O. Box 21470 P.O. Box 21470
Tulsa, OK 74121 Tulsa, OK 74121
Attn: Diane Lawler Attn: Diane Lawler
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5. When this Agreement become effective, it shall supersede and cancel the
following transportation service agreement(s) between the parties
hereto: None
6. ADDITIONAL TERMS AND CONDITIONS: The additional Terms and Conditions
listed on the reverse side hereof and the Appendices incorporated herein
are made a part of this Agreement.
7. OTHER PROVISIONS: See Appendices attached hereto which are hereby made
a part hereof and incorporated herein.
7.1 Shipper understands and acknowledges that Shipper is responsible
for ensuring that the upstream transporting pipeline(s) which
deliver(s) gas for Shipper to Northern at the Point(s) of Receipt
has capacity on its system to deliver gas for Shipper's account,
and that the downstream party(s) which receive(s) gas from
Northern at the Point(s) of Delivery hereunder for Shipper's
account has capacity on its system to receive such gas.
Accordingly, Shipper shall remain responsible under this
Agreement for all charges set forth in Section 11-3, "Applicable
Rate Schedule, Incorporation by Reference" of this Agreement,
notwithstanding Shipper's inability to cause gas to be delivered
to Northern at the Point(s) of Receipt and/or received by the
downstream party(s) at the Point(s) of Delivery hereunder.
This Interruptible Transportation Service Agreement when executed by
Shipper constitutes a contract with Northern Natural Gas Company, for
the transportation of natural gas, subject to the terms and conditions
appearing on the face and reverse side hereof and the attached
Appendices.
SHIPPER:
CONTINENTAL NATURAL GAS,INC. NORTHERN NATURAL GAS COMPANY
By By
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TITLE TITLE
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Date Executed: Date Executed:
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Attest:
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8. QUANTITIES OF GAS TO BE TRANSPORTED
8.1 Northern agrees to receive and transport for Shipper, on an
interruptible basis, quantities of natural gas up to
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the Interruptible Transportation Quantity set forth in Section 2
of this Agreement.
8.2 Northern agrees to receive and transport natural gas for Shipper
in excess of the Interruptible Transportation Quantity provided
that Northern has determined that it has sufficient capacity to
transport such excess volumes.
9. POINT(S) OF RECEIPT, DELIVERY AND PRESSURES
9.1 Shipper agrees to tender, or cause to be tendered, gas for
transportation at the Point(s) of Receipt identified in Appendix
"A" at pressures sufficient to effect delivery into Northern's
facilities, as such pressure may vary from time to time, not to
exceed the maximum allowable operating pressure, provided
further, Northern shall have no obligation to provide compression
and/or alter its system operation to enable Shipper to effectuate
said deliveries.
9.2 Northern agrees to transport and deliver gas to Shipper, or for
Shipper's account, at the Point(s) of Delivery identified in
Appendix "A", provided further, Northern shall have no obligation
to provide compression and/or alter its system operation to
effectuate said deliveries.
10. TERMINATION
10.1 Notwithstanding the "Term" set forth in paragraph 3 on the face
of this Agreement, this Agreement shall terminate upon written
notice by Northern to Shipper within forty-five (45) days from
the effective date of this Agreement if Northern determines that
incomplete or inaccurate information has been submitted to
effectuate this transportation service which causes such service
not to comply with the Commission's regulations.
10.2 Termination of this Agreement shall not relieve Northern and
Shipper of the obligation to correct any imbalances hereunder, or
Shipper to pay money due hereunder to Northern.
11. GENERAL
11.1 This Agreement in all respects shall be subject to the provisions
of Rate Schedule IT-1, as well as the General Terms and
Conditions of Rate Schedule FT-1, if applicable, contained in
Northern's F.E.R.C. Gas Tariff, Third Revised Volume No. 1, as
may be revised from time to time.
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11.2 Northern's IT-1 Rate Schedule and the General Terms and
Conditions set forth in Northern's FT-1 Rate Schedule, as may be
revised from time to time, are hereby incorporated by reference
and made a part hereof.
11.3 Northern shall have the right to file and seek Commission
approval under Section 4 of the Natural Gas Act ("NGA") to change
any rates, charges or other provisions set forth in Rate Schedule
IT-1, or any superseding rate schedule, and to place such charges
in effect in accordance with Section 4(c) of the NGA. This
Agreement shall be deemed to include such charges and any changes
which become effective by operation of law and F.E.R.C. Order,
without prejudice to Shipper's right to protest the same.
12. NOTICES
12.1 Any notice, statement, or bill provided for in this Agreement
shall be in writing and shall be considered as having been given if
delivered personally or if mailed by United States mail, postage
prepaid, or if sent by express mail, overnight delivery, telex, telecopy
or any other mutually agreeable means of electronic transmission.
a. To Shipper when sent to the address set forth on the face of this
agreement.
b. To Northern:
Accounting Matters: Northern Natural Gas Company
P.O. Box 1188
Houston, Texas 77251-1188
ATTN: Gas Accounting Dept.
All Notices: Northern Natural Gas Company
P.O. Box 1188
Houston, Texas 77251-1188
ATTN: Transportation Services
Administration
Payments: Northern Natural Gas Company
Citibank, N.A.
399 Park Avenue
Account No. 4049-8026
New York, New York 10043
12.2 Either party may notify the other in writing of the address of the
person or persons who shall have authority to act for such party in
connection with the operation of pipelines, facilities, wells, and
leases in connection with this Agreement, and operating notices shall
thereafter be served upon such person or persons.
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SECTION 7. OTHER PROVISIONS
7.2 Subject to the terms of this Agreement as it may be amended from time to
time, Shipper may deliver or cause to be delivered to Northern, at the
suction side of Northern's Fort Buford Compressor Station located in
Section 4, Township 151 North, Range 103 West, McKenzie County, North
Dakota ("Fort Buford"), all or a portion of the interruptible quantities
of gas under this Agreement that Shipper desires Northern to compress.
Northern agrees to accept and compress, on an interruptible basis, such
gas delivered to it by Shipper under this Agreement, and to redeliver
such gas for the account of Shipper to Northern Border Pipeline Company
("NBPL") at the discharge side of Northern's Fort Buford Compressor
Station for subsequent transportation by NBPL. For the points listed on
Appendix "A", Shipper agrees to pay the transportation rates set forth
in Northern's F.E.R.C. Gas Tariff which includes the charge for
compression service at Fort Buford; provided, however, in the event
Shipper's gas compressed hereunder is not delivered to Northern for
transportation downstream of Fort Buford, Shipper agrees to pay
Northern's applicable rate for the compression service at Fort Buford.
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APPENDIX A
TRANSPORTATION SERVICE AGREEMENT UNDER THE IT-1 RATE SCHEDULE
SHIPPER: Continental Natural Gas, inc.
DATE: August 1, 1992 SUPERSEDED APPENDIX DATED: DNA*
Part I. Delivery Point Legal Descriptions
* Does Not Apply
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